HomeMy WebLinkAboutR36-Economic Development Agency
ECONOMIC DEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO
ORIGINAL
FROM: Maggie Pacheco
Executive Director
SUBJECT:
Public Heariug - HUD Sectiou 108 Loau
Guarantee Contract and related documents -
North Ardeu Guthrie Commercial
Redevelopmeut Project (IVDA Redevelopment
Project Area)
DATE: July 6, 2006
____________________________________________________u________________________________u______________
SvnoDsis of Previous Commission/Council/Committee Action(s):
On July 5, 2006, Redevelopment Committee Members Estrada, McGinnis and Johnson unanimously voted to recommend that
the Mayor and Common Council and the Community Development Commission consider this action for approval.
-------------------------------------- ----------------_..-----------------------------------------------------------------------------------------------------------------------------------....-------------------..
Recommended Motion(s):
Open/Close Public Hearing
(Mavor and Common Council)
A: Resolution of the Mayor and Common Council of the City of San Bernardino approving and authorizing the Mayor
to execute the contract and related documents for the Loan Guarantee Assistance under Section 108 of the Housing
and Community Development Act of 1974, as amended, 42 USC Section 5308 (CDBG Section 108 Contract No.
B-03-MC-06-0539) - North Arden Guthrie Commercial Development Project (IVDA Redevelopment Project
Area)
B: Resolution of the Mayor and Common Council of the City of San Bernardino approving and authorizing the Mayor
to execute the 2006 Redevelopment Cooperation Loan Agreement by and between the City of San Bernardino and
the Redevelopment Agency of the City of San Bernardino ("Agency") - North Arden Guthrie Commercial
Development Project (IVDA Redevelopment Project Area)
(Communitv Develooment Commission)
C: Resolution of the Community Development Commission of the City of San Bernardino approving and authorizing
the Executive Director of the Redevelopment Agency of the City of San Bernardino ("Agency") to execute the
2006 Redevelopment Cooperation Loan Agreement by and between the Agency and the City of San Bernardino -
North Arden Guthrie Commercial Development Project (IVDA Redevelopment Project Area)
---------------------_.------------------------------------------------------------------------------------------------------------------------------------------------------.------------------------------
Ward(s):
(909) 663-1044
All
Contact Person(s):
Proj ect Area( s):
Maggie Pacheco
IVDA Redevelopment Project Area
Phone:
Supporting Data Attached:
o Staff Report 0 Resolution(s) 0 Agreement(s)/Contract(s) 0 Map(s) 0 Letters
FUNDING REQUIREMENTS: Amount: $ 7.5 Million
Source:
Section 108 Loan (CDBG)
2006/2007 EDA Budget
SIGNATURE:
Budget Authority:
~/~/
indseth, Admin. Services \fector
--co-;;;;;;i~~io~/Co-;.-~~;iNo-i~s-:m---l<f.~f):S-:----dW(J~-}"rr-mmJ:j)7j{~-:;:i/j----v:TJY'-,:;i:illc:;-:::-:.:nm--.m------mm
I - J
______________._________________________....________________.._h_____________________________..__________________________.________________________________..__________________________hU._____________
P:\AgendasIComm Dev Commission\CDC 2006\07-24-06 Arden Guthrie Section 1081,oan SR_doc
COMMISSION MEETING AGENDA
Meeting Date: 07/24/2006
Agenda Item Number: fl;l,
e
e
e
ECONOMIC DEVELOPMENT AGENCY
STAFF REPORT
----_.------------------~---------------------------------------------------------------------------------
HUD SECTION 108 LOAN GUARANTEE CONTRACT AND RELATED DOCUMENTS -
NORTH ARDEN GUTHRIE COMMERCIAL REDEVELOPMENT PROJECT
(IVDA REDEVELOPMENT PROJECT AREA)
BACKGROUND:
On March 20, 2003, the Redevelopment Committee discussed the idea of pledging annual CDBG
funds for the annual debt service payments on a proposed $10 million Section 108 Loan from the U.S.
Department of Housing and Urban Development (HUD) that would be essentially used to acquire
necessary properties to facilitate certain redevelopment projects and subsequently forwarded an
approval recommendation to the Council.
On April 21, 2003, the Mayor and Common Council ("Council") adopted a Resolution authorizing the
preparation and submittal of the proposed $10 million Section 108 Loan Application to HUD and
agreed to hold a workshop to discuss, clarify and prioritize the use ofthe 108 funds.
On May 13, 2003, the Council held a workshop and discussed the gamut of uses for the Section 108
Loan proceeds and further identified the areas in which the proposed Section 108 Loan funds would be
used and directed Staff to submit a final application to the Council. At this workshop, there was a
consensus amongst the members that if the Agency was successful in obtaining the loan that it would
be utilized in one or more of the eight (8) council selected target neighborhoods: A) Old Towne; B)
Meadowbrook; C) Seccombe Lake; D) North Lake; E) Arden-Guthrie Soccer Complex; F) Uptown; G)
Westside; and H) 40th Street Project Area.
On June 2, 2003, the Council ratified and approved a proposed Section 108 Loan Application entitled
the "Focused Neighborhood Revitalization Program" and authorized and approved Staff to submit the
final application to HUD.
Since June 2003, Staff held numerous discussions with HUD representatives regarding the Agency's
application. As a follow-up to these discussions, in February 2004, Staff received two letters from
HUD expressing the issues that concerned them and proposed solutions to their concerns.
Specifically, HUD's letter dated February 18, 2004, wherein, they opined that in order for the
Washington Office to recommend approval of the Agency's/City's Section 108 Loan Application,
certain changes to the application needed to occur; in particular, HUD discouraged a "shotgun
approach" and highly recommended that the Agency: (1) Narrow its focus of the Section 108 Loan
Application to two or preferably one Target Area, and (2) Identify the Project (s) in sufficient detail.
Most importantly, HUD requested specificity such as how will the funds be used, what type of project
will be accomplished, i.e., housing, retail, commercial, etc., how many jobs will be created, what
blighted conditions will be eradicated, etc., and what is the end result of said use of Section 108 Loan
funds. HUD practice has been for cities to use their Section 108 Loan Application funds for specific
and tangible projects such as when the Agency used the Section 108 Loan program for the Cinema Star
and to assist with remediation improvements to the 303 3'd Street Project. This way HUD is able to
quantify the impacts of the project and measure the results in comparison to the national objectives
under the HUD guidelines.
--------------------------------------------
P:\Agendas\Conun Dev CommiSllion\COC 2006\01.24-06 Arden Gulbrie Section 108 Loan SR.doc
COMMISSION MEETING AGENDA
Meeting Date: 07/24/2006
Agenda Item Number: ~ ftJ
e
e
e
Economic Development Agency Staff Report
Arden Guthrie - HUD Section 108 Loan Guarantee
Page 2
On September 15, 2003, the Council and Community Development Commission approved a
Redevelopment Cooperation Agreement ("2003 Agreement") by and among the Inland Valley
Development Agency (IVDA), the Agency and the City in order to allow the Agency to initiate studies
for the redevelopment of the Arden Guthrie Area and to transfer or delegate redevelopment authority
to the Agency. Essentially, this 2003 Agreement allowed the Agency to exercise all redevelopment
powers legally available to IVDA per the Redevelopment Plan to the Agency, including, but not
limited to, acquiring property by eminent domain directly or on behalf of the IVDA. This 2003
Agreement also transferred any net tax increment generated from a proposed project in the Arden
Guthrie Area to the Agency for any debt incurred after July I, 2003 and continuing thereafter until July
1,2040.
Consequently, on March 20, 2004, Staff discussed this subject with the Redevelopment Committee and
after considering all of the previously approved 2003 Target Areas, and examining other projects in the
pipeline, the Committee recommended forwarding a recommendation to the Council that a revised
Section 108 Loan Application be resubmitted to HUD for two specific projects that were in the
conceptual or planning stages. These projects included the redevelopment of the North Arden Guthrie
Area and the Mercado Santa Fe (El Tigre - Sub area B/Uptown Redevelopment Project Area).
On April 19, 2004, the Council approved and authorized the submittal of a revised Section 108 Loan
Application to facilitate the two projects. The $10 million would be used to fund the two projects on a
50/50 basis.
Finally, on January 2005, HUD advised the City/Agency that they had approved a $7.5 million Section
108 Loan for the Arden Guthrie Project and on March 29, 2005, former Mayor Judith Valles executed
the Funding Approval/Agreement by and between the City and HUD. Again, HUD insisted that the
City and Agency focus on one project and given the fact that the loan proceeds were insufficient to
accomplish both projects, the priority loan emphasis was placed on the need to complete the land
assembly in Arden Guthrie due to the number of years the Agency has spent in acquiring properties
and the high level of investment. It should be further noted that in the event the project on 2nd Street
between "K" Street and Mount Vernon Avenue (formerly known as the Mercado Santa Fe Project)
proceeds, sufficient funds have been budgeted in the 2006/2007 EDA Budget to deal with this project.
CURRENT ISSUE:
On May 16, 2006, the Agency received the final loan documents and contracts related to the Section
108 Loan. HUD approved the $7.5 million loan proceeds to the City to support the Arden Guthrie
Project and the loan proceeds may be used for land purchase costs, demolition and relocation expenses.
The Agency will be the Subrecipient to the Section 108 Loan from the City. Unlike prior HUD 108
Loans to the City, or for that matter most cities, this loan to the City from HUD is unique in that HUD
has actually permitted the use of a Section 108 Loan for land assembly without identification of a
specific project or development entity up front.
P:\Agendas\Comm Dev ColTWT1ission\COC 2006\07.24-06 Arden Guthrie Section log Loan SR.OOc
COMMISSION MEETING AGENDA
Meeting Date: 07124/2006
Agenda Item Number: R., (,
e
e
e
Economic Development Agency Staff Report
Arden Guthrie - HUD Section 108 Loan Guarantee
Page 3
The Arden Guthrie Project Site ("Site") is illustrated on Exhibit "A". The Site consists of
approximately 17 acres of which the Agency owns more than 50% of the vacant parcels within the Site
and the remainder of the parcels are owned by other parties (approximately 48 owned by the Agency
and 25 parcels are privately owned and occupied by tenants). The proceeds of the Section 108 Loan
are intended to be used by the City/Agency to primarily acquire the remaining 25 parcels ("Private
Properties") which if all of these Private Properties are acquired could cost approximately $13 million.
The additional estimated relocation and demolition costs are approximately $2 million, for an
estimated total Project Cost of$15 million. Funds for this project are intended to come from: (1) $7.5
million Section 108 Loan; (2) $2 million from the Agency Low/Mod Housing Fund (to be exclusively
for relocation costs for the tenants to be relocated); (3) land sale proceeds of not less than $4.3 million
which will be derived from the sale of the Site by the Agency; and (4) any shortfalls (approximately
$1.4 million) will be covered by discretionary funds of the Agency or CDBG funds.
Per the HUD 108 Contract, the Section 108 Loan is proposed to be structured as follows:
. HUD will loan the $7.5 million to the City and the City will in turn loan the $7.5 million to the
Agency ("Conduit Loan") under a Cooperation Agreement ("2006 Redevelopment Cooperation
Loan Agreement"). The Agency will use the loaned funds to the purpose outlined above; the
collateral for the Conduit Loan will initially be the Agency Owned Property and the Private
Properties to be acquired by the Agency ("Agency Deed of Trust"), together with other sources
described below.
. The Conduit Loan shall be endorsed by a VariablelFixed Rate Note per annum and during the
first 5 years following the date of the execution of the 108 Promissory Note, interest only is
payable by the City to HUD of approximately $432,000 per year; After the 5th year, when the
loan principal repayment begins, the principal and interest payments will increase to
approximately $750,000 per year. The variable rate per annum is based on 90-day LlBOR,
plus 20 basis points, and then after the full line of credit ($7.5 million) has been drawn on or by
July 1, 2008, the rate of interest shall be subject to conversion to a fixed rate per annum. As of
June 28, 2006, the 90-day LlBOR interest rate is 5.49875%. The primary source ofrepayment
for the Conduit Loan is the annual CDBG funds appropriated to the City by HUD annually, and
the additional collateral value of the Agency lands comprising the Site. The Conduit Loan term
is 20 years. Based on prior actions of the Council, the Council has agreed to use the City's
annual CDBG in the amount not to exceed $500,000 per year for the Conduit Loan.
. The back-up repayment for the Conduit Loan will be Annual Sales Tax from the eventual
Arden Guthrie retail/commercial project ("Proposed Project") and the Annual Property Tax
Increment from lVDA to the Agency specifically generated from the Proposed Project. For
example, during the 2 years after the Proposed Project is completed, 80% of the retail sales
taxes produced by the Proposed Project will be transferred from the City to the Agency; from
year 3 to 20, the City will then transfer 50% of the retail sales taxes to the Agency. However,
Staff is optimistic that by the time a development agreement is executed for the Arden Guthrie
Site, land values will increase, and that a portion of the unbudgeted land sales proceeds will be
used to pay down the Conduit Loan.
~---------------------------------------------------
e
Economic Development Agency Staff Report
Arden Guthrie - HUD Section 108 Loan Guarantee
Page 4
. Another important ingredient of the Conduit Loan is that once the Agency identifies a
developer for the development of the Proposed Project pursuant to a disposition and
development agreement ("DDA"), the Agency will require that the development entity
("Developer"), maintain a minimum assessed property tax value of $17 million, require the
Developer to provide a completion surety ("Surety Bond") and a minimum operating covenant,
and potentially a profit participation fee. The Surety Bond will be used as supplemental
collateral for the repayment of the Conduit Loan and will eventually replace the Agency Deed
of Trust. It should be noted, that presently, Staff is having preliminary discussions with Home
Depot who desire to construct approximately 102,000 square feet of a home improvement
center, together with other ancillary uses for up to 150,000 square feet (estimated value $25
million). It is anticipated that a preliminary agreement, which will take these Conduit Loan
conditions into consideration, between the Agency and Home Depot will be forthcoming to the
Redevelopment Committee within the next 30-45 days.
ENVIRONMENT AL IMPACT:
All NEPA reviews have been completed for the release of the $7.5 million for acquisition of the
remaining properties in North Arden Guthrie.
FISCAL IMPACT:
e As noted above in this Staff Report.
RECOMMENDATION:
e
That the Mayor and Common Council and the Community Development Commission adopt the
attached Resolutions.
!Y) ?~,-
-
Maggie Pacheco, Executive Director
-------------------------------------------------
P:\Agendas\Comm Dcv CollllTlission\CDC 2006\07.24-06 Arden Guthrie Section 108 Loan SR.doc
COMMISSION MEETING AGENDA
Meeting Date: 07/24/2006
Agenda Item Number: R:!llP
e
e
e
$7.5M HUn Section 108 Loan
(Arden-Guthrie Project)
Annual City CDBG
",HUD
../~jf
,
,
,
,
,
,
,
,
,
,
,
,
,
,
,
,
,
,
,
,
,
,
,
,
" City
"" ",;4
, ,
, ,
, ,
, ,
, ,
, ,
, ,
, ,
, ,
" ,
, '
, ,
, ,
, ,
, ,
, ,
" ,
, '
, ,
, ,
, ,
Agency D/T on all Arden-Guthrie :
,
properties - released when land is :
sold to Developer :
,
,
,
,
,
,
,
,
,
,
,
,
I) Annual Agency Site
Sales Tax Payments
2) Agency Tax
Increment Revenues
NDA - 2003 Co-op Agreement"
pledge ofNDA site tax
increment revenues
, '
':~'Agenc
Developer: 1) repayments aiJd
collateral, 2) project completion
surety, 3) profit participation fee, if
applicable
P:\Agendas\Agc:nda AttachmentS\Exhibits\2006\07-24-06 HUD 108 Loan OUllinc.doc
$7.SM loan proceeds
$7,SM loan proceeds
$7.SM loan proceeds
Agency Land acquisition
in Arden-Guthrie area
e2
_13
_14
e25
RESOLUTION NO.
3
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING THE
MAYOR TO EXECUTE THE CONTRACT AND RELATED DOCUMENTS
FOR THE LOAN GUARANTEE ASSISTANCE UNDER SECTION 108 OF
THE HOUSING AND COMMUNITY DEVELOPMENT ACT OF 1974, AS
AMENDED, 42 USC SECTION 5308 (CDBG SECTION 108 CONTRACT
NO. B-03-MC-06-0539) - NORTH ARDEN GUTHRIE COMMERCIAL
DEVELOPMENT 'PROJECT (IVDA REDEVELOPMENT PROJECT AREA)
4
5
6
7
WHEREAS, for the past several years the City of San Bernardino (the "City") and th
8
Redevelopment Agency of the City of San Bernardino (the "Agency") have been engaged i
9
10
efforts to address blighting conditions in a portion of the City known as the Arden-Guthri
11
neighborhood; and
12
WHEREAS, the Arden-Guthrie neighborhood has been afflicted with a number 0
physical and economic conditions of blight over the years, as these terms are defined in Heal
and Safety Code Section 33032, including without limitation, conditions of substandar
15
structures and dwellings, residential overcrowding, substandard property maintenanc
16 conditions, inadequate design of improvements, abandonment of property, depreciating an
17
stagnant property values, and criminal activity which has occurred at rates substantially highe
18
than crime rates in other neighborhoods of the City; and
19
WHEREAS, the Agency, in cooperation with the City, has previously embarked on
20
program to acquire properties in the Arden-Guthrie neighborhood and to relocate the persons an
21
households occupying such property into safe, sanitary and decent housing at other suitabl
22
23
locations; and
24
WHEREAS, as of June 30, 2006, the Agency has incurred a redevelopment indebtednes
in excess of $1 0,000,000 in connection with its previous efforts to address conditions of blight i
4829-3957-2993.1 -1-
P:\A;;elld~""tiolU\ReHIIlIioAJ\2006\07-l4-06 ArdtA Gatbrie SectioD.loa Lo_.. MCC ReIo A.doc
_2
_13
_14
25
_
the Arden-Guthrie neighborhood and to prevent the spread of blight from the Arden-Guthri
neighborhood into nearby neighborhoods and communities; and
3
WHEREAS, the City believes it is necessary and appropriate for the Agency to acquir
4
additional lands in the Arden-Guthrie neighborhood in order to foster a commercially viable an
5
economically sustainable plan of redevelopment and reuse of the Arden-Guthrie neighborhoo
6
and to prevent the spread of blight in the Arden-Guthrie neighborhood into other surroundin
7
neighborhoods and communities; and
8
9
WHEREAS, the Arden-Guthrie neighborhood is situated within the redevelopmen
10
project area of the Inland Valley Development Project (the "Project Area") which is a specia
11
redevelopment project area administered by the Inland Valley Development Agency (th
12
"IVDA"); and
WHEREAS, the IVDA has been established pursuant to a joint exercise of powe
agreement in January 1990, as a former military base civilian reuse local redevelopmen
15
authority as recognized by the United States Secretary of the Air Force, for the purpose 0
16
assisting in the conversion, redevelopment and civilian reuse of the former Norton Air Fore
17
Base located within the City of San Bernardino; and
18
WHEREAS, the IVDA has been granted specific powers by the State Legislature in 198
(Stats. 1989 c.545 and See Now Stats 1997, c.580 and Health and Safety Code Section 33492.40
19
20
et seq.) to assist in the redevelopment of the former Norton Air Force Base and the lands i
21
proximity thereto pursuant to the Community Redevelopment Law (Health and Safety Cod
Section 33000, et seq.); and
22
23
WHEREAS, the IVDA has adopted the Redevelopment Plan for the Inland Vaile
24
Redevelopment Project Area (the "Redevelopment Plan") in accordance with the provisions 0
the CRL, and the Redevelopment Plan provides for certain redevelopment activities to b
undertaken within the Project Area as more fully described in the Redevelopment Plan; and
4829-3957-2993.1 -2-
P:\Aleadal\1letllbtUa...IJleMIuIM.,u006\0'7-14-tti ArdeII Gtadlrie Sectie. 1111 Lu.a MCC a- A.doc
e:
a13
.14
e25
3
WHEREAS, the IVDA, the City and the Agency have entered into an agreement entitle
"2003 Redevelopment Cooperation Agreement", dated as of October 8, 2003 (the "IVD
Redevelopment Cooperation Agreement") to assist the City and the Agency to accomplish th
4
redevelopment ofthe Arden-Guthrie neighborhood.
5
WHEREAS, at the request of the Agency, the City has made arrangements with th
United States Secretary of the Department of Housing and Urban Development ("HUD"), t
6
7
provide the City with a "Section 108 Loan Guarantee" under the provisions of the Housing an
8
Community Development Act of 1974, as amended (42 USC Section 5308) and HUD Sectio
9
108 Loan Program regulations set forth at 24 CFR Part 570.700 (the "2006 HUD Section 10
Loan") in an amount of Seven Million Five Hundred Thousand Dollars ($7,500,000), and in
10
11
the City proposes to loan to the Agency the proceeds of the 2006 HUD Section 108 Loan to th
Agency in support of the Project; and
12
WHEREAS, HUD has confirmed it is prepared to provide a Section 108 Loan to the Cit
in the maximum principal sum of Seven Million Five Hundred Thousand Dollars ($7,500,000
15
under HUD Section 108 Loan Program Guarantee No. B-03-MC-06-0539 (the "2006 HU
16
Section 108 Loan Contract"); and
17
WHEREAS, the City shall provide the Agency with the proceeds of the 2006 Cit
18
Section 108 Loan, as the authorized Subrecipient of the City under the terms of the 2006 Cit
19
Section 108 Loan Contract, for the following activities in connection with the Arden-Guthri
20
Redevelopment Project:
21
site acquisition, pursuant to 24 CFR Part 570.703(a);
(i)
(ii)
completing the acquisition by the Agency of certain lands in the "Project Site" (
22
this term is defined in the 2006 HUD Section 108 Loan Contract);
24 (iii) residential relocation assistance, pursuant to 24 CFR Part 570.703( d);
23
4829-3957-2993.1 -3-
P:\AceAdat\RetowU.JP\Ilesolllldolllll\20G6\07-24-G6 ArdeII Guthrie Sectkm 1GB LoI. MCC Ilno A.dGc
e2
_13
-14
e25
(iv) demolition and clearance, pursuant to 24 CFR Part 570.703(e) (See 2006
Section 108 Loan Contract Paragraph 15(b)).
3 NOW, THEREFORE, IT IS HEREBY RESOLVED, DETERMINED AND ORDERED
4 BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS
5 FOLLOWS:
6
Section 1.
The Recitals of this Resolution are true and correct. The Mayor an
7
Common Council have previously authorized the submission by the City of the HUD Lo
8
Application in support of the Arden-Guthrie Redevelopment Project, and the Mayor an
9
Common Council have previously conducted public hearings related to the use and applicatio
10
of the HUD Section 108 Loan Guarantee Program and the 2006 HUD Section 108 Loan Contrac
11
for the Arden-Guthrie Redevelopment Project in an aggregate amount not to exceed Seve
12
Million Five Hundred Thousand Dollars ($7,500,000.00), including the public hearing
conducted on February 23, 2006, May I, 2006 and July 24, 2006. The text of the HUD Lo
15
Application and the text of the 2006 HUD Section 108 Loan Contract, together with th
16
confirming correspondence of the City addressed to HUD as relates thereto, is incorporate
17
herein by this reference.
18
Section 2.
The Mayor and Common Council have conducted public hearings relatin
19
to the use of the HUD Section 108 Loan Guarantee Program assistance and funding for th
20
Arden-Guthrie Redevelopment Project as described in the HUD Loan Application and as furthe
21
set forth in the staff report dated July 24, 2006, and during each such public hearing the Mayo
22
and Common Council considered all comments and information submitted by interested person
23
in connection with the HUD Loan Application, the Arden-Guthrie Redevelopment Project an
24
the 2006 HUD Section 108 Loan Contract.
4829-3957-2993.1 -4-
1':\Ar;e.das\IUM...tioaaUlnot.dInu\2I06\07-U-ll6 AnteD G.tIuie Sect.ID.a III Lu.. MCC Itao A.doe
e:
613
-14
e25
Section 3.
The Mayor and Common Council hereby finds and declares that sever
conditions of blight exist in the Arden-Guthrie neighborhood and that the approval of the 200
3
HUD Section 108 Loan Contract and the implementation of the community redevelopmen
4
activities contemplated thereunder, shall substantially and materially assist the City to preven
5
and eliminate the spread of blight which adversely affects the Arden-Guthrie neighborhood an
6
the community generally. The redevelopment of the Arden-Guthrie neighborhood is in the vita
7
and best interests ofthe City.
8
Section 4.
The Mayor and Common Council hereby approve the terms of the 200
9
10
HUD Section 108 Loan Contract for the Arden-Guthrie Redevelopment Project in the form
11
submitted to the Mayor and Common Council at the meeting at which this Resolution is adopted
12
The Mayor or his designee are hereby authorized and directed to execute the form of the 200
HUD Section 108 Loan Contract on behalf of the City as the "Borrower", all as set forth in th
2006 HUD Section 108 Loan Contract. The Mayor or his designee are further authorized an
15
directed to execute on behalf of the City as the Borrower the $7,500,000 HUD Section 108 Lo
16
Promissory Note and all of the other 2006 HUD Section 108 Loan Contract-related instrument
17
and certificates as may be required by HUD in order to complete the transaction contemplate
18
under the 2006 HUD Section 108 Loan Contract as relates to the Arden-Guthrie Redevelopmen
19
Proj ecl.
20
Section 5.
Upon execution by the City as the Borrower, the Mayor or his designe
21
22
shall cause the fully executed original copy of the 2006 HUD Section 108 Loan Contract and th
23
$7,5000,000 HUD Section 108 Loan Promissory Note, and the related instruments and othe
24
certificates, to be delivered to HUD as soon as practicable, including without limitation th
collateral assignment ofthe Agency Lands by the City to HUD as initially pledged as security b
4829-3957-2993.1 -5-
P:\Ar;e.~"'"-lU\RaokatioJlS\2006\07-14-I6 ArcIell GllthrIe kctioJI, 188 Loaa MCC a- A.dDC
e 2
3
4
5
6
7
8
9
10
11
12
e13
14
15
16
17
18
19
20
21
22
23
24
e25
the Agency to the City under the terms of the 2006 Redevelopment Cooperation 10
Agreement, dated as of July 24, 2006, by and between the City and the Agency. The Mayor 0
his designee are further authorized and directed to initiate all other ministerial actions on behal
of the City relating to the delivery to HUD of all related documents in support of the Arden
Guthrie Redevelopment Project, including authorized City offer signature certificates, wire fun
Fargo Bank NTSA, and the City, account fund balance confirmation reports and the like,
transfer instructions, the establishment of custodial account agreements among HUD, Well
contemplated under the 2006 HUD Section 108 Loan Contract.
Section 6.
The Mayor and Common Council hereby acknowledges that th
(a)
$7,500,000 HUD Section 108 Loan Promissory Note sets forth a specific schedule ofrepaymen
by the City to HUD of the principal amount of the loan under the 2006 HUD Section 108 10
Contract, as shall be due and payable in the amounts and at the times provided as follows:
Principal Due Date Commitmeut Principal Due Date Commitment
Amount Amount
August I, 2006 $0 August 1,2016 $424,000
August 1,2007 $0 August 1,2017 $454,000
August 1,2008 $0 August 1, 2018 $494,000
August 1, 2009 $0 August 1,2019 $534,000
August 1,2010 $0 August 1,2020 $574,000
August 1,2011 $334,000 August 1, 2021 $624,000
August 1,2012 $344,000 August 1,2022 $654,000
August 1,2013 $354,000 August 1, 2023 $654,000
August 1,2014 $384,000 August 1, 2024 $634,000
August 1,2015 $404,000 August 1,2025 $634,000
(Aggregate Principal Amount = $7,500,000)
4829-3957-2993.1
-6-
P:\Aceadll.ulfto....rtolll\Rnahltkl...U086\01-Z4-06 ArdeD G.l1uir Sectioa 10 Lo.. MCC Reto A-dG&:
e2
A13
-14
e25
Payments of interest which accrue on the outstanding principal balance of the 2006 HUD Sectio
108 loan from the date of the $7,500,000 HUD Section 108 Loan Promissory Note (e.g., th
3
"Interim Interest Rate" and later, the "Public Offering Date", as these terms are defined in th
4
$7,500,000 HUD Section 108 Loan Promissory Note) shall be paid by the City at the rate 0
5
interest per annum determined in accordance with the interim HUD financing and later on th
6
Public Offering Date to be inserted by HUD or its fiscal agent, in the Schedule "P&I" of th
7
$7,500,000 HUD Section 108 Loan Promissory Note, all as provided in the 2006 HUD Sectio
108 Loan Contract.
8
9
Except for the special source of funds as may be available to the City by virtue 0
(b)
10
the collateral assigmnents by:
11
(i)
the Agency to the City of the Agency's beneficial interest in the Agency Land
12
pursuant to the 2006 Redevelopment Cooperation Loan Agreement;
(ii)
the Agency to the City for the collateral assigmnent to HUD of the Agency'
15
beneficial interest in the "Annual Agency Site Tax Increment Payment" whic
arises in favor of the Agency under the terms of the 2003 Redevelopmen
16
17
Cooperation Agreement, dated October I, 2003, by and among the City, IVD
18
and the Agency;
19
(iii) the Agency to the City for the collateral assigmnent to HUD of the Agency'
20
beneficial interest in the "Annual Agency Site Sales Tax Payment" which arise
21
in favor of the Agency under the terms of Section 6 of the 2006 Redevelopmen
22
Cooperation Loan Agreement;
23
(iv) the Agency to the City for collateral assigmnent to HUD of the Agency'
24
beneficial interest in the "Annual Agency Grant Assistance Revenue Payment'
4829-3957-2993.1 -7-
r:\Acudu~hltktas\Ilno.tlo...ullM\l7MZ4-06 Arden GlltIuit SecU.. .01 Lou MCC Rete A.doc
e 2
3
4
5
6
7
8
9
10
11
12
e13
14
15
16
17
18
19
20
21
22
23
24
e25
which arises in favor of the Agency under the terms of Section 7 of the 200
Redevelopment Cooperation Loan Agreement;
(v) the Agency to the City for collateral assignment to HUD of the Agency'
beneficial interest in "Developer Grant Agreement Revenues", which arises i
favor of the Agency under the terms of Section 9 of the 2006 Redevelopmen
Cooperation Loan Agreement or otherwise under the Developer Gran
Agreement;
The sole source of funds of the City available to repay the 2006 HUD Section 108 Loan shall b
the CDBG Program revenues of the City, all as more fully provided under the 2006
Section 108 Loan Contract and no other source of funds of the City is pledged or shall b
available for the repayment of the 2006 HUD Section 108 Loan. For the purposes of the 200
HUD Section 108 Loan Contract, the source of funds identified above in subsection (b )(ii), (iii
and (iv), are referred to collectively as "Pledged Revenues".
Section 7.
The disbursement of the proceeds of the 2006 HUD Section 108 Loan b
the City to the Agency shall be subject to and conditional upon the satisfaction by the Agency 0
each and every condition of Section 4 the 2006 Redevelopment Cooperation Loan Agreement
substantially in the form as such loan agreement is presented to the City at the meeting at whic
this Resolution is adopted. The final form of the 2006 Redevelopment Cooperation Lo
Agreement (Arden-Guthrie Redevelopment Project) shall be subject to approval by the Mayo
and Common Council, in its sole discretion, as evidenced by a separate resolution of the Mayo
and Common Council approving the final form of such 2006 Redevelopment Cooperation Lo
Agreement (Arden-Guthrie Redevelopment Project).
4829-3957-2993.1 -8-
P:\Aceadu\Raolulieu\RaolutillIU\ZG06\07-Z....06 ArdeA Glltluie SectIe. 101 Lou MCC ReM A.doc
e:
Section 8.
Special legal counsel to the City in connection with the Arden-Guthri
Redevelopment Project and the 2006 HUD Section 108 Loan Contract is the law firm of Lewi
3
Brisbois Bisgaard & Smith, LLP. Special legal counsel, in consultation with the City Attorney
4
is hereby authorized and directed to submit to HUD on behalf of the City, an approving lega
5
opinion with respect to the transaction contemplated under the 2006 HUD Section 108 Lo
6
Contract, in the form required by HUD as part of the documentation associated with the 200
7
HUD Section 108 Loan Contract.
8
9
Section 9.
This Resolution shall take effect upon its adoption and execution in the
4829-3957-2993.1 -9-
r:v.ceaa.I\RaoIllUop\Jtaolv.tioAJ\Z106\07-Z4-06 Ardea GtdIIrie SeetlolllOa Lou. MCC ReIo A.doc
8 on the day of
9 Council Members: Ayes
10 ESTRADA
11 BAXTER
12 MCGINNIS
e13 DERRY
KELLEY
14
JOHNSON
15
MC CAMMACK
16
e:
e25
3
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING THE
MAYOR TO EXECUTE THE CONTRACT AND RELATED DOCUMENTS
FOR THE LOAN GUARANTEE ASSISTANCE UNDER SECTION 108 OF
THE HOUSING AND COMMUNITY DEVELOPMENT ACT OF 1974, AS
AMENDED, 42 USC SECTION 5308 (CDBG SECTION 108 CONTRACT
NO. B-03-MC-06-0539) - NORTH ARDEN GUTHRIE COMMERCIAL
DEVELOPMENT PROJECT (IVDA REDEVELOPMENT PROJECT AREA)
4
5
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, held
, 2006, by the following vote to wit:
Nays
Abstain
Absent
17
18
Rachel G. Clark, City Clerk
19
The foregoing resolution is hereby approved this
day of
,2006.
20
21
22
Patrick J. Morris, Mayor
City of San Bernardino
23
Approved as to Form:
24
4829-3957-2993,1
-10-
P:\AcnKbI\RnoIltC1oAl\lleso.'k1u\Z006\07-Z4-CI6 An&eD Gtlthrk SmtoalOI Lei_ MCC IteIo A.dCM:
e:
_13
_14
e25
RESOLUTION NO.
3
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING THE
MAYOR TO EXECUTE THE 2006 REDEVELOPMENT COOPERATION
LOAN AGREEMENT BY AND BETWEEN THE CITY OF SAN
BERNARDINO AND THE REDEVELOPMENT AGENCY OF THE CITY
OF SAN BERNARDINO ("AGENCY") - NORTH ARDEN GUTHRIE
COMMERCIAL DEVELOPMENT PROJECT (IVDA REDEVELOPMENT
PROJECT AREA)
4
5
6
7
WHEREAS, for the past several years the City of San Bernardino (the "City") and th
8
Redevelopment Agency of the City of San Bernardino (the "Agency") have been engaged i
9
efforts to address blighting conditions in a portion of the City known as the Arden-Guthri
10
neighborhood; and
11
WHEREAS, the Arden-Guthrie neighborhood has been afflicted with a number 0
12
physical and economic conditions of blight over the years, as these terms are defined in Heal
and Safety Code Section 33032, including without limitation, conditions of substandar
15
structures and dwellings, residential overcrowding, substandard property maintenanc
16
conditions, inadequate design of improvements, abandoument of property, depreciating an
17
stagnant property values, and criminal activity which has occurred at rates substantially high
18
than crime rates in other neighborhoods of the City; and
19
WHEREAS, the Agency, in cooperation with the City, has previously embarked on
20
program to acquire properties in the Arden-Guthrie neighborhood and to relocate the persons an
21
households occupying such property into safe, sanitary and decent housing at other suitabl
22
locations; and
23
WHEREAS, as of June 30, 2006, the Agency has incurred a redevelopment indebtednes
24
in excess of $1 0,000,000 in connection with its previous efforts to address conditions of blight i
4810-7894-417.\ -1-
P:\Agendas\Raolutions\Resolulions\2006\07-24-{l6 Arden Guthrie Section IOS Loan MCC R.eso B.dDC
e2
_13
.14
e25
the Arden-Guthrie neighborhood and to prevent the spread of blight from the Arden-Guthri
neighborhood into nearby neighborhoods and communities; and
3
WHEREAS, the City believes it is necessary and appropriate for the Agency to acquir
4
additional lands in the Arden-Guthrie neighborhood in order to foster a commercially viable an
5
economically sustainable plan of redevelopment and reuse of the Arden-Guthrie neighborhoo
6
and to prevent the spread of blight in the Arden-Guthrie neighborhood into other surroundin
7
neighborhoods and communities; and
8
9
WHEREAS, the Arden-Guthrie neighborhood is situated within the redevelopmen
10
project area of the Inland Valley Development Project (the "Project Area") which is a speci
11
redevelopment project area administered by the Inland Valley Development Agency (th
12
"IVDA"); and
WHEREAS, the IVDA has been established pursuant to a joint exercise of power
agreement in January 1990, as a former military base civilian reuse local redevelopmen
15
authority as recognized by the United States Secretary of the Air Force, for the purpose 0
16
assisting in the conversion, redevelopment and civilian reuse of the former Norton Air Forc
17
Base located within the City of San Bernardino; and
18
WHEREAS, the IVDA has been granted specific powers by the State Legislature in 198
(Stats. 1989 c.545 and See Now Stats 1997, c.580 and Health and Safety Code Section 33492.40
19
20
et seq.) to assist in the redevelopment of the former Norton Air Force Base and the lands i
proximity thereto pursuant to the Community Redevelopment Law (Health and Safety Cod
21
22
Section 33000, et seq.); and
23
WHEREAS, the IVDA has adopted the Redevelopment Plan for the Inland Valle
24
Redevelopment Project Area (the "Redevelopment Plan") in accordance with the provisions 0
the CRL, and the Redevelopment Plan provides for certain redevelopment activities to b
undertaken within the Project Area as more fully described in the Redevelopment Plan; and
4810-7894-4\7.\ -2-
P:\Agcndas\Resolutiom\Acsolutions\2006\07-24-06 AnIen Guthrie Section 108 Loan MCC Ileso B.doc
e2
_13
_14
e25
3
WHEREAS, the IVDA, the City and the Agency have entered into an agreement entitle
"2003 Redevelopment Cooperation Agreement", dated as of October 8, 2003 (the "IVD
Redevelopment Cooperation Agreement") assist the City and the Agency to accomplish th
redevelopment of the Arden-Guthrie neighborhood.
4
5
WHEREAS, at the request of the Agency, the City has made arrangements with th
6
United States Secretary of the Department of Housing and Urban Development ("HUD"), t
7
provide the City with a "Section 108 Loan Guarantee" under the provisions of the Housing an
8
Community Development Act of 1974, as amended (42 USC Section 5308) and HUD Sectio
108 Loan Program regulations set forth at 24 CFR Part 570.700 (the "2006 HUD Section 10
9
10
Loan") in an amount of Seven Million Five Hundred Thousand Dollars ($7,500,000), and in
11
the City proposes to loan to the Agency the proceeds of the 2006 HUD Section 108 Loan to th
Agency in support ofthe Project; and
12
WHEREAS, HUD has confirmed it is prepared to provide a Section 108 Loan to the Cit
in the maximum principal sum of Seven Million Five Hundred Thousand Dollars ($7,500,000
15
under HUD Section 108 Loan Program Guarantee No. B-03-MC-06-0539 (the "2006 HU
16
Section 108 Loan Contract"); and
WHEREAS, the City shall provide the Agency with the proceeds of the 2006 Cit
17
18
Section 108 Loan, as the authorized Subrecipient of the City under the terms of the 2006 Cit
19
Section 108 Loan Contract, for the following activities in connection with the Arden-Guthri
20
Redevelopment Project:
21
Site acquisition, pursuant to 24 CFR Part 570.703(a);
(i)
(ii)
Completing the acquisition by the Agency of certain lands in the "Project Site"
22
23
this term is defined in the 2006 HUD Section 108 Loan Contract;
24 (iii) Residential relocation assistance, pursuant to 24 CFR Part 570.703(d);
4810-7894-417.1 -3-
P:\AgcndilSlJlesolutions\Rcsolulio!KUOO6\07-24-06 Alden Guthrie Section 108 Loan MCC Ileso B.doe
_2
_13
_14
(iv) Demolition and clearance, pursuant to 24 CFR Part 570.703(e) (See 2006
Section 108 Loan Contract Paragraph 15(b)); and
3 WHEREAS, the Mayor and Common Council have adopted a resolution entitled
4 "Resolution of the Mayor and Common Council of the City of San Bernardino approving an
6 Assistance under Section J08 of the Housing and Community Development Act of 1974,
5 authorizing the Mayor to execute the contract and related documents for the Loan Guarante
7 amended, 42 USC Section 5308 (CDBG Section 108 Contract No. B-03-MC-06-0539) - No
8 Arden Guthrie Commercial Development Project (IVDA Redevelopment Project Area)".
9 NOW, THEREFORE, IT IS HEREBY RESOLVED, DETERMINED AND ORDERED
10 BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, AS
11 FOLLOWS:
12
Section 1.
The Recitals of this Resolution are true and correct.
Section 2.
The Mayor and Common Council hereby finds and declares that severe
15
conditions of blight exist in the Arden-Guthrie neighborhood and that the approval of the 2006
HUD Section 108 Loan Contract and the 2006 Redevelopment Cooperation Loan Agreement,
16
and the implementation of the community redevelopment activities contemplated under each
17
such agreement shall substantially and materially assist the Agency to prevent and eliminate the
spread of blight which adversely affects the Arden-Guthrie neighborhood and the community
18
19
generally. The redevelopment of the Arden-Guthrie neighborhood is in the vital and best
interests ofthe City.
20
Section 3.
The Mayor and Common Council hereby approves the terms of the 2006
21
Redevelopment Cooperation Loan Agreement for the Arden-Guthrie Redevelopment Project in
22
the form as submitted to the Mayor and Common Council at which this Resolution of the Mayor
and Common Council is adopted. The Mayor or his designee are hereby authorized and
directed to execute the 2006 Redevelopment Cooperation Loan Agreement on behalf of the
_ 25 City.
23
24
4810-7894-417.1 -4-
P:\Aacndas\Resobrttons\ResoJutiontl2006\07-24-06 Arden Qulbric Seetion 108 Loan MCC Reso B.OOc
e2
Section 4.
Prior to the time that the Agency may approve an agreement with the
3
Developer for the disposition of the Agency Collateral Lands to the Developer for the
implementation of the Arden-Guthrie Redevelopment Project as required under Health and
Safety Code Section 33431 and other applicable law, the Agency shall provide a written
certification to the City that the "Developer Grant Agreement" as this term is defined in the
4
5
6
2006 Redevelopment Cooperation Loan Agreement, contains provisions consistent with Section
7
9 of the 2006 Redevelopment Cooperation Loan Agreement and consistent with Paragraph
15(c)(iv) of the 2006 HUD Section 108 Loan Contract, and is, in the opinion oflegal counsel to
8
9
the Agency, otherwise in a form satisfactory to HOD.
Section 5.
10
III
11
III
12
III
e13
III
14
III
15
III
16
III
17 III
18 III
19 III
20 III
21 III
22 III
23 III
24 III
e25 III
This Resolution shall take effect upon adoption.
4810-7894417.1 -5-
P:\Agendas\J\esokltioos\llnolutions\2OO6\07.24-06 Ardm Guthrie Sedion 108 Loan MCC R.eso B.doc
8 held on the day of
9 Council Members: Aves
10 ESTRADA
BAXTER
11
MCGINNIS
12
DERRY
e13
KELLEY
14 JOHNSON
15 MC CAMMACK
16
e:
e25
3
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING THE
MAYOR TO EXECUTE THE 2006 REDEVELOPMENT COOPERATION
LOAN AGREEMENT BY AND BETWEEN THE CITY OF SAN
BERNARDINO AND THE REDEVELOPMENT AGENCY OF THE CITY
OF SAN BERNARDINO ("AGENCY") - NORTH ARDEN GUTHRIE
COMMERCIAL DEVELOPMENT PROJECT (IVDA REDEVELOPMENT
PROJECT AREA)
4
5
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,
, 2006, by the following vote to wit:
Navs
Abstain
Absent
17
Rachel G. Clark, City Clerk
18
The foregoing resolution is hereby approved this
day of
,2006.
19
20
21
Patrick J. Morris, Mayor
City of San Bernardino
22
Approved as to Form:
23
24
-r
es F. Penman, City Attorney
4810-7894-417.1 -6-
P:\Ar:endas\R.esolutaons\Raolutions\2006\07-24-06 Arden Guthrie Scctioa 108 Loan Mec I.e$o D.doe
e2
_13
_14
e25
RESOLUTION NO.
3
RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF SAN BERNARDINO APPROVING AND
AUTHORIZING THE EXECUTIVE DIRECTOR OF THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
("AGENCY") TO EXECUTE THE 2006 REDEVELOPMENT
COOPERATION LOAN AGREEMENT BY AND BETWEEN THE
AGENCY AND THE CITY OF SAN BERNARDINO - NORTH ARDEN
GUTHRIE COMMERCIAL DEVELOPMENT PROJECT (IVDA
REDEVELOPMENT PROJECT AREA)
4
5
6
7
8
WHEREAS, for the past several years the City of San Bernardino (the "City") and th
9
Redevelopment Agency of the City of San Bernardino (the "Agency") have been engaged i
10
efforts to address blighting conditions in a portion of the City known as the Arden-Guthri
11
neighborhood; and
12
WHEREAS, the Arden-Guthrie neighborhood has been afflicted with a number 0
physical and economic conditions of blight over the years, as these terms are defined in Heal
and Safety Code Section 33032, including without limitation, conditions of substandar
15
structures and dwellings, residential overcrowding, substandard property maintenanc
16
conditions, inadequate design of improvements, abandonment of property, depreciating an
17
stagnant property values, and criminal activity which has occurred at rates substantially high
18
19
than crime rates in other neighborhoods of the City; and
20
WHEREAS, the Agency, in cooperation with the City, has previously embarked on
21
program to acquire properties in the Arden-Guthrie neighborhood and to relocate the persons an
22
households occupying such property into safe, sanitary and decent housing at other suitabl
23
locations; and
24
WHEREAS, as of June 30, 2006, the Agency has incurred a redevelopment indebtednes
in excess of $10,000,000 in connection with its previous efforts to address conditions of blight i
4810-7894-417.1 -1-
P:\Agendas\RcsoIuti0n5\Re$olutions\2006\07-24-06 An:kn Guthrie: Scctioa 108 Loan CDC R.eso c.dot
e~
_13
_14
25
e
the Arden-Guthrie neighborhood and to prevent the spread of blight from the Arden-Guthri
neighborhood into nearby neighborhoods and communities; and
3
WHEREAS, the City believes it is necessary and appropriate for the Agency to acquir
4
additional lands in the Arden-Guthrie neighborhood in order the foster a commercially viabl
5
and economically sustainable plan of redevelopment and reuse of the Arden-Guthri
6
neighborhood and to prevent the spread of blight in the Arden-Guthrie neighborhood into othe
7
surrounding neighborhoods and communities; and
8
9
WHEREAS, the Arden-Guthrie neighborhood is situated within the redevelopmen
10
project area of the Inland Valley Development Project (the "Project Area") which is a speci
11
redevelopment project area administered by the Inland Valley Development Agency (th
12
"IVDA"); and
WHEREAS, the IVDA has been established pursuant to a joint exercise of power
agreement in January 1990, as a former military base civilian reuse local redevelopmen
15
authority as recognized by the United States Secretary of the Air Force, for the purpose 0
16
assisting in the conversion, redevelopment and civilian reuse of the former Norton Air Fore
17
Base located within the City of San Bernardino; and
18
WHEREAS, the IVDA has been granted specific powers by the State Legislature in 198
(Stats. 1989 c.545 and See Now Stats 1997, c.580 and Health and Safety Code Section 33492.40
19
20
et seq.) to assist in the redevelopment of the former Norton Air Force Base and the lands i
21
proximity thereto pursuant to the Community Redevelopment Law (Health and Safety Cod
22
Section 33000, et seq.); and
WHEREAS, the IVDA has adopted the Redevelopment Plan for the Inland Valle
23
24
Redevelopment Project Area (the "Redevelopment Plan") in accordance with the provisions 0
the CRL, and the Redevelopment Plan provides for certain redevelopment activities to b
undertaken within the Project Area as more fully described in the Redevelopment Plan; and
4810-7894-417.\ -2-
P:\Agendas\RaoIutXml\ResolutionsIJ006\07-24-06 Ardm Guthrie Settioo 108 Loan CDC RcJo C.dlx:
e2
_13
.14
e25
3
WHEREAS, the NDA, the City and the Agency have entered into an agreement entitle
"2003 Redevelopment Cooperation Agreement", dated as of October 8, 2003 (the "IVD
Redevelopment Cooperation Agreement") assist the City and the Agency to accomplish th
4
redevelopment of the Arden-Guthrie neighborhood.
5
WHEREAS, at the request of the Agency, the City has made arrangements with th
United States Secretary of the Department of Housing and Urban Development ("HUD"), t
6
7
provide the City with a "Section 108 Loan Guarantee" under the provisions of the Housing an
8
Community Development Act of 1974, as amended (42 USC Section 5308) and HUD Sectio
108 Loan Program regulations set forth at 24 CFR Part 570.700 (the "2006 HUD Section 10
9
10
Loan") in an amount of Seven Million Five Hundred Thousand Dollars ($7,500,000), and in
11
the City proposes to loan to the Agency the proceeds of the 2006 HUD Section 108 Loan to th
Agency in support of the Project; and
12
WHEREAS, HUD has confirmed it is prepared to provide a Section 108 Loan to the Cit
in the maximum principal sum of Seven Million Five Hundred Thousand Dollars ($7,500,000
15
under HUD Section 108 Loan Program Guarantee No. B-03-MC-06-0539 (the "2006 HU
Section 108 Loan Contract"); and
WHEREAS, the City shall provide the Agency with the proceeds of the 2006 Cit
16
17
18
Section 108 Loan, as the authorized Subrecipient of the City under the terms of the 2006 Cit
19
Section 108 Loan Contract, for the following activities in connection with the Arden-Guthri
20
Redevelopment Project:
21
(i)
(ii)
Site acquisition, pursuant to 24 CFR Part 570.703(a);
22
Completing the acquisition by the Agency of certain lands in the "Project Site"
23
this term is defined in the 2006 HUD Section 108 Loan Contract;
24 (iii) Residential relocation assistance, pursuant to 24 CFR Part 570.703(d);
4810-7894-417.1 -3-
P:\Agendas\Resolutions\ResolutionsU006\07-24-06 Arden Guthrie S<<.Iion 108 Loan CDC Ilno C.doc
e:
a13
W14
e25
(iv) Demolition and clearance, pursuant to 24 CFR Part 570.703(e) (See 2006
Section 108 Loan Contract Paragraph 15(b)); and
3 WHEREAS, the Mayor and Common Council have adopted a resolution entitled
4 "Resolution of the Mayor and Common Council of the City of San Bernardino approving an
6 Assistance under Section 108 of the Housing and Community Development Act of 1974,
5 authorizing the Mayor to execute the contract and related documents for the Loan Guarante
7 amended, 42 USC Section 5308 (CDBG Section 108 Contract No. B-03-MC-06-0539) - No
8 Arden Guthrie Commercial Development Project (IVDA Redevelopment Project Area)".
9 NOW, THEREFORE, THE COMMUNITY DEVEWPMENT COMMlSSION OF THE
10 CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS
11 FOLWWS:
12
Section 1.
The Recitals of this Resolution are true and correct.
Section 2.
The Commission hereby finds and declares that severe conditions of
15
blight exist in the Arden-Guthrie neighborhood and that the approval of the 2006 HUD Section
108 Loan Contract and the 2006 Redevelopment Cooperation Loan Agreement, and the
16
implementation of the community redevelopment activities contemplated under each such
agreement shall substantially and materially assist the Agency to prevent and eliminate the
spread of blight which adversely affects the Arden-Guthrie neighborhood and the community
17
18
19
generally. The redevelopment of the Arden-Guthrie neighborhood is in the vital and best
20
interests of the City.
Section 3.
The Commission hereby approves the terms of the 2006 Redevelopment
21
22
Cooperation Loan Agreement for the Arden-Guthrie Redevelopment Project in the form as
submitted to the Commission at which this Resolution of the Commission is adopted. The
Executive Director of the Agency are hereby authorized and directed to execute the 2006
Redevelopment Cooperation Loan Agreement on behalf of the Agency.
23
24
4810-7894-417.1 -4-
P:\Agmdas\ResolutMms\Re$Olutions\2006\07-24-06 Arden Gutbrie Section 108!.olU:l ax:: blO C.ax
e2
a13
-14
e25
Section 4.
The Executive Director of the Agency is hereby authorized and directed
3
to obtain a written appraisal report of the "Agency Collateral Lands", as this term is defined in
the 2006 Redevelopment Cooperation Loan Agreement, which are owned by the Agency as of
July I, 2006, from a qualified real estate appraiser. The "highest and best use" of the Agency
Collateral Lands, for the purposes of the written appraisal, shall be commercial/retail use of
4
5
6
such lands. The form of such appraisal shall otherwise be in compliance with the provisions of
7
paragraph 15(e)(ix) of the 2006 HUD Section 108 Loan Contract. Provided that the appraisal of
the Agency Collateral Lands indicates a fair market value thereof of not less than Four Million
Three Hundred Thousand Dollars ($4,300,000) the Executive Director of the Agency are
authorized and directed to execute the following instruments on behalf of the Agency and
deliver each of them to the City pursuant to Section 4 of the 2006 Redevelopment Cooperation
Loan Agreement:
8
9
10
11
12
(i) Note-A in the principal sum of $7,500,000;
(ii)
Agency Deed of Trust;
15
(iii) Consent by the Agency of the Collateral Assignment to HUD of Note-A and the
Agency Deed of Trust;
16
(iv)
Subsequent modifications to the Agency Deed of Trust to acknowledge the
collateral assignment to the City and to HUD, of any additional lands in the
17
18
"Project Site", as this term is defined in the 2006 Redevelopment Cooperation
19
Loan Agreement, which the Agency may acquire using the proceeds of the 2006
HUD Section 108 Loan; and
20
21
(v)
Requests for draws of loan proceeds from the City upon the satisfaction of the
applicable provisions of Section 4 of the 2006 Redevelopment Cooperation Loan
Agreement.
22
23
24
Section 5.
Prior to the time that the Agency may approve an agreement with the
Developer for the disposition of the Agency Collateral Lands to the Developer for the
implementation of the Arden-Guthrie Redevelopment Project as required under Health and
4810.7894-417.\ -5-
P:\Agendas\Resolutions\RclQluliont\2006\07-24-06 Ardea Guthrie Setrion lotlLou CDC IteIo C.doc
e:
Safety Code Section 33431 and other applicable law, the Agency shall provide a written
certification to the City that the "Developer Grant Agreement" as this term is defined in the
2006 Redevelopment Cooperation Loan Agreement, contains provisions consistent with Section
3
5
9 of the 2006 Redevelopment Cooperation Loan Agreement and consistent with Paragraph
15(c)(iv) of the 2006 HUD Section 108 Loan Contract, and is, in the opinion oflegal counsel to
the Agency, otherwise in a form satisfactory to HUD.
This Resolution shall take effect upon adoption.
4
6
7 Section 6.
8 1/1
9 1/1
/II
10
/II
11
1/1
12
/II
e13
/II
14
/II
15
1/1
16
/II
17 1/1
18 /II
19 /II
20 /II
21 /II
22 /II
23 /II
24 /II
e25 1/1
4810-7894-417.1 -6-
P:\Agcndas\ResoILltiaN\Resolutions\2006\07-24-06 Ardm Gulbrie Section 108 Loan COC RuG Cdot
e:
e25
3
RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF SAN BERNARDINO APPROVING AND
AUTHORIZING THE EXECUTIVE DIRECTOR OF THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
("AGENCY") TO EXECUTE THE 2006 REDEVELOPMENT
COOPERATION LOAN AGREEMENT BY AND BETWEEN THE
AGENCY AND THE CITY OF SAN BERNARDINO - NORTH ARDEN
GUTHRIE COMMERCIAL DEVELOPMENT PROJECT (IVDA
REDEVELOPMENT PROJECT AREA)
4
5
6
I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Conununit
7
meeting
Development Conunission of the City of San Bernardino at a
, 2006, by the following vote to wit:
Navs
Abstain
Absent
18
Secretary
19 The foregoing resolution is hereby approved this
,2006.
day of
20
21
22
Patrick J. Morris, Chairperson
Conununity Development Conunission
of the City of San Bernardino
23 Approved as to Form and Legal Content:
24
~~
Agency Co sel
By:
4810-7894-417.1 -7-
P:\Agendas\ResQIut;oQII\Rnolutiona\2006\01-24-06 Arden Gllfhrie Sedion 108 Loan COC Rcso C,doe
e
e
e
2006
REDEVELOPMENT COOPERATION LOAN AGREEMENT
(Arden-Guthrie Neighborhood Redevelopment Project)
BY AND BETWEEN
THE CITY OF SAN BERNARDINO AND
THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
THIS REDEVELOPMENT COOPERATION LOAN AGREEMENT (2006 ARDEN-
GUTHRIE PROJECT) is dated as of July 24, 2006 (the "Loan Agreement") by and between the City
of San Bernardino (the "City") and the Redevelopment Agency of the City of San Bernardino (the
"Agency") and is entered into in light of the facts set forth in the following Recital paragraphs:
- RECITALS --
WHEREAS, for the past several years the City and the Agency have been engaged in efforts to
address blighting conditions in a portion of the City known as the Arden-Guthrie neighborhood; and
WHEREAS, the Arden-Guthrie neighborhood has been afflicted with a number of physical and
economic conditions of blight over the years, as these terms are defined in Health and Safety Code
Section 33032, including, without limitation, conditions of substandard structures and dwellings,
residential overcrowding, substandard property maintenance conditions, inadequate design of
improvements, abandoument of property, depreciating and stagnant property values, and criminal
activity which has occurred at rates substantially higher than crime rates in other neighborhoods of the
City; and
WHEREAS, the Agency, in cooperation with the City, has previously embarked on a program
to acquire properties in the Arden-Guthrie neighborhood and to relocate the persons and households
occupying such property into safe, sanitary and decent housing in other suitable locations; and
WHEREAS, as of November 1,2005, the Agency has incurred a redevelopment indebtedness
in excess of $10,000,000 in connection with its previous efforts to address conditions of blight in the
Arden-Guthrie neighborhood and to prevent the spread of blight from the Arden-Guthrie neighborhood
into nearby neighborhoods and communities; and
WHEREAS, the City believes it is necessary and appropriate for the Agency to acquire
additional lands in the Arden-Guthrie neighborhood in order to foster a commercially viable and
economically sustainable plan of redevelopment and reuse of the Arden-Guthrie neighborhood and to
prevent the spread of blight in the Arden-Guthrie neighborhood into other surrounding neighborhoods
and communities; and
WHEREAS, the Arden-Guthrie neighborhood is situated within the Inland Valley
Development Agency (IVDA) Redevelopment Project Area (the "Project Area") which is a special
redevelopment project area administered by the IVDA; and
4815-4167-0656.2 1
6128/06 ct
P:\Agendas\Agenda Anachmentll\AimU-Amend 2006\07.24-{)6 2006 Cooperation loan Agreement-Arden Guthrie.doc
e
e
e
WHEREAS, the IVDA has been established pursuant to a joint exercise of powers agreement
in January 1990, as a former military base civilian reuse local redevelopment authority as recognized
by the United States Secretary of the Air Force, for the purpose of assisting in the conversion,
redevelopment and civilian reuse of the former Norton Air Force Base located within the City of San
Bernardino; and
WHEREAS, the IVDA has been granted specific powers by the State Legislature in 1989
(Stats. 1989 c.545 and See Now Stats 1997, c.580 and Health and Safety Code Section 33492.40, et
seq.) to assist in the redevelopment of the former Norton Air Force Base and the lands in proximity
thereto pursuant to the Community Redevelopment Law (Health and Safety Code Section 33000, et
seq.); and
WHEREAS, the IVDA has adopted the Redevelopment Plan for the Inland Valley
Redevelopment Project Area (the "Redevelopment Plan") in accordance with the provisions of the
CRL, and the Redevelopment Plan provides for certain redevelopment activities to be undertaken
within the Project Area as more fully described in the Redevelopment Plan; and
WHEREAS, at the present time, substantially all the financial and administrative staff
resources available to the IVDA are devoted to the implementation of certain agreements affecting the
former Norton Air Force Base including an agreement entitled "Agreement Between the Department
of the Air Force and the Inland Valley Development Agency," dated March 7, 1995, as amended,
which specifically relates to the civilian reuse and redevelopment of the lands comprising the former
Norton Air Force Base; and
WHEREAS, the IVDA, the City and the Agency have entered into an agreement entitled "2003
Redevelopment Cooperation Agreement", dated as of October 8, 2003 (the "2003 Redevelopment
Cooperation Agreement") assist the City and the Agency to accomplish the redevelopment of the
Arden-Guthrie neighborhood; and
WHEREAS, at the request of the Agency, the City has made arrangements with the United
States Secretary of the Department of Housing and Urban Development ("HUD"), to provide the City
with a "Section 1 08 Loan Guarantee" under the provisions of the Housing and Community
Development Act of 1974, as amended (42 USC Section 5308) and HUD Section 108 Loan Program
regulations set forth at 24 CFR Part 570.700 (the "2006 HUD Section 108 Loan") in an amount of
Seven Million Five Hundred Thousand Dollars ($7,500,000), and in turn, the City proposes to loan to
the Agency the proceeds of the 2006 HUD Section 108 Loan to the Agency in support of the Project;
and
WHEREAS, HUD has previously indicated it is prepared to provide a Section 108 Loan to the
City in the maximum principal sum of Seven Million Five Hundred Thousand Dollars ($7,500,000)
under HUD Section 108 Loan Program Guarantee No. B-03-MC-06-0539 (the "2006 HUD Section
108 Loan"); and
WHEREAS, the City shall provide the Agency with the proceeds of the 2006 City Section 108
Loan, subject to a number of conditions as set forth in this Loan Agreement, for the purpose of the
following:
(i) completing the acquisition by the Agency of certain lands in the "Project Site";
4815-4167.0656.2 2
6128106 cl
P:\Agendas\Agenda Attaclunents\AtpnU-Amend 2006\01-24-06 2006 CooperaIion Loan AJrcement-Anien Guthrie.doc
e
e
e
(ii) relocating persons residing on the lands acquired by the Agency;
(iii) demolishing structures on the lands acquired by the Agency; and
(iv) preparing various studies and plans associated with the completion of the assembly of
all of the lands in the Project Site and the selection of a "Developer" and the completion
of the "Project", as each of these terms are defined below.
NOW THEREFORE, THE CITY AND THE AGENCY DO HEREBY AGREE AS
FOLLOWS:
Section 1.
Defined Terms and Exhibits.
(a) In addition to the usage of the defined terms set forth in the Recital paragraphs of this
Loan Agreement, the following words and phrases shall have the meaning as provided below:
. 2006 HUD Note means and refers to the promissory note issued by the City and
payable to HUD, or its assignee in the original principal amount of Seven Million Five
Hundred Thousand Dollars ($7,500,000). The 2006 HUD Note evidences the
indebtedness of the City to HUD under the 2006 HUD Section 108 Loan.
.
2006 HUD Section 108 Loan means and refers to the loan provided by HUD to the
City in the principal sum of Seven MiJlion Five Hundred Thousand Dollars
($7,500,000) pursuant to the Section 108 Loan Guarantee of the United States Secretary
of the Department of Housing and Urban Development under HUD Section 108 Loan
Program Guarantee No. B-03-MC-06-0539.
. Agency Collateral Lands means and refers to the approximately twelve (12) acres of
real property described in Exhibit "C". The Agency Collateral Lands are owned in fee
by the Agency as of the Effective Date of this Loan Agreement.
. Agency Deed of Trust means and refers to the deed of trust as shall be executed by the
Agency and delivered to the City concurrently upon the Agency's receipt of the Initial
Advance from the City under Loan-A. The Agency Deed of Trust shall pledge the
Agency Collateral Lands as security for the repayment of Loan-A. The form of the
Agency Deed of Trust is attached hereto as Exhibit "E".
. Agency Grant Assistance Revenue means and refers to the revenues realized by the
Agency under Section 7 ofthis Loan Agreement.
. Agency Lands means and refers to the real property in the Project Site which the
Agency shall transfer to the Developer, subject to the terms and conditions of the
Developer Grant Agreement. The Agency Lands shall include all or such portion of the
Agency Collateral Lands and the Agency Supplemental Collateral Lands as may be
designated by the Agency in the Developer Grant Agreement.
.
Agency Supplemental Collateral Lands means and refers to real property which the
Agency shall hereafter acquire within the boundaries of the Project Site using the
proceeds of Loan-A following the Effective Date of this Agreement.
3
4815-4167-Q656.2
6128106 cl
P:\Aa:cndas\Agenda Auaehments\AgrnU-Amend 2006\07.24-06 2006Coopcration Loan Agreement-Arden Guthrie,doc
e
e
e
.
Annual Agency Site Tax Increment Payment means and refers to a portion of the
property tax increment revenue payable to the Agency by the IVDA under the 2003
Redevelopment Cooperation Agreement from the Inland Valley Redevelopment Project
which is attributable to the property taxes assessed to the Site and the Project and paid
each tax year by the Developer following the date of Note-A, which property tax
revenues are then allocated and paid to the Agency by the IVDA each fiscal year in
accordance with the terms ofthe 2003 Redevelopment Cooperation Agreement.
. Annual Agency Site Tax Payment means and refers to a sum of money payable by the
City to the Agency during each Accounting Year, as provided in Section 6 of this Loan
Agreement.
. Developer means and refers to a third party entity as designated by the Agency and
approved by the City which shall undertake the Developer Project within the Project
Site in accordance with the terms and conditions of the Developer Grant Agreement.
. Developer Grant Agreement means and refers to the agreement by and between the
Agency and the Developer pursuant to which the Developer shall undertake the
Developer Project within the Project Site, or a portion thereof. The Developer Grant
Agreement shall contain the following provisions:
(i)
a grant by the Agency to the Developer of the Agency Lands for the Developer
Project subject to certain conditions;
(ii)
if applicable, assistance by the Agency to the Developer to complete the
acquisition of the lands within the Project Site as necessary for the improvement
of the Developer Project;
(iii) a covenant of the Developer that the completed Developer Project will have a
minimum assessed ad valorem property tax value of $17 Million;
(iv) the delivery to the Agency of acceptable performance security (the Developer
Project Completion Surety) in favor of the Agency securing the Developer's
obligation to complete the Developer Project;
(v) a "Developer Project Profit Participation Fee" payable by the Developer to the
Agency under certain circumstances in the event that the Developer Project is
sold or refinanced within 15 years following its completion; and
(vi) other provisions in favor of the Agency providing assurances that the Developer
Project shall be faithfully completed by the Developer in a timely fashion.
.
Developer Grant Agreement Revenues means and refers to any sums or revenues
realized by the Agency under the Developer Grant Agreement which shall be payable to
the Agency by the Developer, including any amounts drawn by the Agency under the
standby letter of credit or other Project Completion Surety provided by the Developer in
favor of the Agency and the Project Profit Participation Fee as set forth under the
Developer Grant Agreement.
4815-4167.Q656.2 4
6/28106 ct
P:\Agendas\Aplda Attaehmcnts\AamU-Amend 2ClC16'D7-24-06 2006Coopera1ioo Loan Agreement-Arden Guthrie.doc:
e
e
e
.
Loan-A means and refers to the loan in the original principal sum of $7,500,000 to be
made by the City to the Agency as provided in Section 3 of this Loan Agreement.
. Note-A means and refers to the promissory note in the original principal sum of
$7,500,000 which shall evidence the obligation of the Agency to repay the City the
proceeds of the 2004 HUD Section 108 Loan as disbursed by the City to the Agency.
The form of Note-A is attached hereto as Exhibit "D".
. Project means and refers to the neighborhood redevelopment project as shall be
undertaken by the Agency within the Project Site as more particularly described in
Exhibit "B".
. Project Completion Date means and refers to the date on which the City issues one or
more certificates of occupancy for the completed improvement on the Site by the
Developer of at least 125,000 square feet of new building area.
. Project Completion Surety means and refers to the Project completion security
provided by the Developer to the Agency under the terms of the Developer Grant
Agreement.
.
Project Profit Participation Fee means and refers to the sum of money which may
hereafter be payable by the Developer to the Agency under the terms of the Developer
Grant Agreement, in the event that the Developer may sell or otherwise hypothecate or
refinance its interest in the Project.
. Project Site means and refers to the lands included within the boundaries of the plot
map attached hereto as Exhibit "A".
(b) This Agreement shall take effect on the date when each of the following conditions
have been satisfied:
(i) the Mayor and Common Council have approved this Loan Agreement and the Mayor
has executed this Loan Agreement on behalf of the City;
(ii) the Community Development Commission of the City of San Bernardino has approved
this Loan Agreement on behalf of the Agency and the Executive Director of the
Redevelopment Agency of the City of San Bernardino has executed this 'Loan
Agreement on behalf of the Commission;
(iii) the Secretary ofHUD has approved the 2006 HUD Section 108 Loan and the Secretary
of HUD and the City have each executed the final form of the documents evidencing
the 2006 HUD Section 108 Loan; and
(iv) condition numbers (i) - (iii) inclusive shall have occurred by a date not later than
September 30, 2006.
Upon the occurrence of conditions (i) - (iv), above, the Effective Date of this Loan Agreement
shall have occurred.
4815-4167-0656,2 5
6/28106 cl
P:\AJCndas\Agenda Attachmenls\Aemas-Amend 2006\07.24.06 2006 Coopc:rarion Loan Aarecmcm-Ardcn Guthrie.doc
r-
e
e
e
(c) The following presents a listing of the various exhibits to this Loan Agreement:
Exhibit "A"
Vicinity Map Showing Project Site
Exhibit "B"
Description of the Project
Exhibit "c"
Listing of Agency Collateral Lands
Exhibit "D"
Form of Note-A
Exhibit "E"
Form of Agency Deed of Trust
Exhibit "F"
HUD Section 108 Loan Covenants Applicable to the Project
Section 2. Indebtedness Authorized Under Develoner Grant Al!reement. The City
hereby authorizes the Agency to incur an indebtedness with respect to the Project which is repayable
by the Agency to the City from the sources of Agency funds pledged to repay Loan-A as provided in
Section 3( e).
Section 3.
Loan-A to the Al!encv.
(a) The City hereby agrees to loan to the Agency the principal amount of Seven Million
Five Hundred Thousand Dollars ($7,500,000) as Loan-A, subject to the terms of this Loan Agreement.
Loan-A shall be evidenced by Note-A which shall be executed by the Agency and delivered to the City
at the time of disbursement of the proceeds of Loan-A to the Agency. The form of Note-A is attached
to this Loan Agreement as Exhibit "D".
(b) The date of Note-A shall be the date on which all of conditions as set forth in Section
4(b) of this Loan Agreement for the initial disbursement of the proceeds of Loan-A to the Agency have
been satisfied, and the proceeds of the initial disbursement by HUD to the City of the 2006 HUD
Section 108 Loan have in fact been received by the City. Such date shall be indicated on the face of
Note-A and such date shall be the date of Note-A. Note-A shall mature, and the outstanding principal
balance and all accrued and unpaid interest shall be due and payable on the twentieth (20th) anniversary
following the date of Note-A (the "Maturity Date").
(c) Interest shall accrue on the outstanding principal balance of Note-A from its date until
paid in full at a rate per annum as set forth in Note-A.
(d) Loan-A shall be payable in annual installments prior to its maturity date in an amount
each year which is not less than the amount of principal and interest payable by the City to HUD under
the terms of the 2006 HUD Section 108 Loan. The Agency shall pay the City such amount each year
from Agency Grant Assistance Revenues, and following the effective date of the Developer Grant
Agreement the Agency shall pay the City the sum of subparagraph (i) and (ii) as follows: (i) the
amount allocated and paid to the Agency by the IVDA as the Annual Agency Site Tax Increment
Payment for the applicable year under the 2003 Redevelopment Cooperation Loan Agreement and (ii)
the amount allocated and paid to the Agency by the City as the Annual Agency Sales Tax Increment
Payment for the applicable Accounting Year under Section 6 of this Agreement. Each such installment
shall be due and payable on June 30 of each year following the date of Note-A, with the first such
4815-4167'()656.2 6
6/28/06 ct
P:\Agendas\Agcnda Attachments\Agmu-Amend 2006\07-24-06 2006 CQopcnl1ion Loan Apcemenl-Arden Guthrie.doc
e
e
e
installment payable on the June 30 next following the date of disbursement of the proceeds of Loan-A
to the Agency. The Agency shall use and apply any sums which the Agency may receive under the
Developer Grant Agreement as Project Profit Participation Fees or other Developer Grant Agreement
Revenues as prepayments of Note-A. The City and the Agency acknowledge that the amount of
Annual Agency Site Tax Increment Payment available to pay the initial instalhnent under Loan.-A,
assuming a full fiscal year of the Agency (July I to the next June 30) following the completion of the
Project is presently estimated to be a sum of not less than $60,000 for the instalhnent due on June 30
next following the completion of the redevelopment of the Project by the Developer.
(e) The Agency hereby pledges to make payments to the City under Note-A prior to its
Maturity Date from each of the following sources of funds: (i) Agency Grant Assistance Revenues; (ii)
from the sale of the Agency Collateral Lands and the Agency Supplemental Collateral Lands; (iii)
Developer Grant Agreement Revenues, if any; (iv) Annual Agency Site Tax Increment; (v) Annual
Agency Sales Tax Increment Payments; and (vi) other legally available funds of the Agency. The
pledge by the Agency of its legally available funds under Section 3(e)(vi) shall at all times be
subordinate to any and all other outstanding, or as hereafter may be outstanding, bonds, notes or other
forms of indebtedness of the Agency payable by the Agency in whole or in part from either other tax
increment revenues or from legally available funds of the Agency and shall not constitute a prior lien
on any such revenues or other legally available funds of the Agency.
(f) The Agency hereby acknowledges and agrees that Note-A shall be considered as an
indebtedness of the Agency as the same is intended for purposes of the filing of a statement of
indebtedness with the County of San Bernardino pursuant to Health and Safety Code Section 33675.
(g) Note-A is a special and limited obligation of the Agency and the sole source of funds as
pledged for the repayment thereof is as provided in Section 3(e) of this Loan Agreement. Neither the
taxing power of the Agency or any other agency is pledged to repay the principal or accrued interest
under Note-A.
Section 4.
Loan-A.
Use of Proceeds of Loan-A and Conditions for Disbursement of Proceeds of
(a)
for no other:
The Agency shall use and apply the proceeds of Loan-A for the following purposes and
(i)
to acquire the Agency Supplemental Collateral Lands;
(ii)
to pay for the costs of the relocation of any persons residing on any such Agency
Supplemental Collateral Lands;
to pay for costs of the abatement of hazardous substances and to demolish any
structures on the Agency Supplemental Lands;
to pay for studies, plans and preliminary civil engineering work associated with the
completion of the assembly of the lands in the Project Site and the selection of a
Developer to complete the Project; and
to reimburse the Developer for the cost of acquisition of one or more parcels of land
separately acquired by the Developer, if any, under the terms of the Developer Grant
Agreement.
4815-4167.0656.2 7
6128106 cl
P:\Agendas\Agenda Attachml::nlS\Agmti-Arnend 2006\07.24-06 2006 CoopcnIion Loan Agreement-Arden Guthrie.doc
(iii)
(iv)
(v)
e
e
e
(b) The following conditions precedent shall be satisfied prior to the initial disbursement by
the City of the proceeds of Loan-A to the Agency:
(i) HUD shall have provided the City with an initial disbursement of the proceeds of the
$7,500,000 2006 HUD Section 108 Loan to the City in immediate funds on terms
reasonably acceptable to the City;
(ii) the Agency shall have executed Note-A and the Agency Deed of Trust in recordable
form and shall not be otherwise in default of any provisions of this Loan Agreement;
and
(iii) concurrently with the recordation of the Agency Deed of Trust, the Agency shall deliver
a CLTA lender's policy of title insurance in favor of the City insuring its security
interest in the Agency Collateral Lands in a first lien position, subject only to other title
matters approved by the City.
(c) The following conditions shall be satisfied prior to each subsequent disbursement of the
proceeds of Loan-A to the Agency:
(i) the Agency shall have executed in recordable form a notice of amendment to the
Agency Deed of Trust, adding as collateral to the "Mortgaged Property", as this term is
defined in the Agency Deed of Trust, any Agency Supplemental Collateral Lands
acquired by the Agency in the Project Site since the time of the previous advance;
(ii)
the Agency shall not be in default of any provision of this Loan Agreement or the
Agency Deed of Trust; and
(iii) concurrently with the recordation of each amendment to the Agency Deed of Trust
adding as collateral to the Mortgaged Property, any such Agency Supplemental
Collateral Lands as acquired by the Agency, the Agency shall provide the City with an
endorsement of the CLTA lender's policy of title insurance described in Section
4(b )(iii), including such Agency Supplemental Collateral Lands.
The Agency shall give the City at least thirty (30) days prior notice of the intention of the
Agency to draw funds under Loan-A following the initial disbursement, and each disbursement of
Loan-A following the initial disbursement shall be in increments of at least Two Hundred Thousand
Dollars ($200,000).
(d) Upon ninety (90) days prior notice given at any time prior to the approval by the
Agency of the Developer Grant Agreement as set forth in Section 9 of this Loan Agreement, the City
may terminate its obligation to provide the Agency with any further disbursement of the proceeds of
Loan-A. If the City has terminated its obligation to make any further disbursement of the proceeds of
Loan-A to the Agency, the City may also direct the Agency to sell the Agency Lands, or any portion
thereof, as the subject to the Agency Deed of Trust, in accordance with the written instruction of the
City. Upon such sale of the Agency Lands, the lien of the Agency Deed of Trust as to such Agency
Lands as sold in accordance with the written instruction of the City, shall be released and reconveyed,
and the proceeds realized by the Agency from such sale of the Agency Lands (net of the costs of such
sale) shall be used and applied by the Agency to repay the then outstanding balance of Loan-A.
4815-4167'{)656.2 8
6128106 ct
P:\Agendas\Agenda AnachmtRll\Agrnn-.Amcnd 2006\07.24-06 2006 CoopcnIion Loan ~.Ardcn Guthrie,doc
e
e
e
(e) All of the conditions set forth in Section 4(b) shall have been satisfied by a date no later
than July 1, 2007, and after such date, the City shall have no further obligation to make available or to
disburse to the Agency the proceeds of Loan-A hereunder, and the determination by the Executive
Director and the Mayor that the conditions precedent in this Section 4 have been satisfied shall be
conclusive.
(f) The Executive Director is authorized and directed to execute such ancillary loan
security documents as HUD may reasonably request to evidence the collateral assignment by the City
of Note-A to HUD as additional security for the repayment by the City of the 2006 HUD Section 10S
Loan.
Section 5. Protection of Security of Al!encv Pledl!ed Funds to the City for the
Repavment of Loan-A.
(a) The Agency hereby agrees to take all reasonable action to protect any of the security
pledged to the City for the repayment of Loan-A.
(b) For so long as any unpaid balance of Loan-A may exist, the Agency further agrees and
covenants to enforce the rights ofthe Agency under the Developer Grant Agreement.
Section 6.
Annual Al!encv Site Sales Tax Pavments.
(a)
For the purposes of this Section 6, certain terms and phrases are defined as follows:
.
Accounting Year means and refers to the twelve (12) calendar month time period
commencing on the first calendar day of the month in which the Project Completion
Date occurs, and thereafter each successive twelve ~12) calendar month period, with the
last Accounting Year ending on the eighteenth (IS' ) anniversary of the first day of the
first Accounting Year.
. Annual Agency Site Sales Tax Payment means and refers to a sum of money payable
by the City to the Agency each Accounting Year in quarterly installments following the
Project Completion Date, which shall be determined each Accounting Year by the
Agency in accordance with the following formula:
(i) for each of the first two Accounting Years: an amount determined by the
Agency for each of such Accounting Years as eighty percent (SO%) of the
amount of local sales and use taxes as paid and remitted to the City by the State
of California during the twelve (12) calendar month period preceding the first
day of the particular Accounting Year, under Revenue and Taxation Code
Section 7200 et seq. (as may hereafter be amended, substituted or modified by
any successor local sales and use tax law) on the gross taxable retail sales
receipts of all business conducted on the Site; and
(ii)
for each of the third through the eighteenth Accounting Years, inclusive: an
amount determined by the Agency for each of the Accounting Years as one half
(\I,) of the amount oflocal sales and use taxes as paid and remitted to the City by
the State of California during the twelve (12) calendar month period preceding
4815-4167.0656.2
6/28106 c,
P:\Agendas\Agenda Attacl1mcnts\AamU-Amend 2006'-.07-24-06 2006 Coopc:nltion Loan AgrwmeN-Arden Guthrie.doc
9
e
e
e
the first day of the particular Accounting Year under Revenue and Taxation
Code Section 7200 et seq., on the gross taxable retail sales receipts of all
businesses conducted on the Site.
(b) Subject to the terms and conditions of this Agreement, the City hereby agrees to provide
the Agency with the Annual Agency Sales Tax Payments in the following amounts:
Accounting Year I
80% of retail sales attributable to the Project Site
Accounting Year 2
80% of retail sales attributable to the Project Site
Accounting Year 3 through
Accounting Year 18, inclusive
50% of retail sales attributable to the Project Site
(c) The City shall pay the first Annual Agency Site Sales Tax Payment on June 30, next
following the date on which the Project Completion Date occurs and each June 30, thereafter. The
City shall have no obligation to pay any Annual Agency Site Sales Tax Payment to the Agency until
such time as the Project Completion Date has occurred.
(d) The City and the Agency each acknowledge, understand and intend that the obligation
of the City to pay each Annual Agency Site Sales Tax Payment to the Agency each Accounting Year
during the term of this Loan Agreement shall constitute a current expense of the City. The obligation
of the City to provide such payments to the Agency in each fiscal year during the term of this
Agreement is a general obligation of the City, subject to annual appropriation by the City.
Furthermore, the obligation of the City to the Agency to make Annual Agency Site Sales Tax
Payments each Accounting Year as arise under this Loan Agreement shall not in any way be construed
to be a debt of the City in contravention of any applicable constitutionally restriction of the State of
California concerning the creation of indebtedness by the City.
Section 7.
Al!encv Grant Assistance Revenues.
(a) Subject to the terms and conditions of this Agreement, the City agrees to provide the
Agency Grant Assistance Revenues of the Agency each year during the term of this Loan Agreement.
The City shall disburse the proceeds of the Agency Grant Assistance Revenues to the Agency in an
amount determined by the Agency as provided in Section 7(b), in annual installments commencing on
the first day of August following the initial disbursement of the proceeds of Loan-A to the Agency, and
on each August I, thereafter until Loan-A is repaid in full to the City.
(b) The annual Agency Grant Assistance Revenue payment by the City to the Agency shall
be calculated each year during the term ofthis Loan Agreement by applying the following formula:
(A) - (B + C + D) = annual Agency Grant Assistance Revenue Payment from the City to the
Agency
A = the amount of principal and interest due the City under Note-A following such annual
calculation between August I and the following July 31;
B = Annual Agency Site Tax Payment realized by the Agency from the Project Site during
the Agency fiscal year preceding such annual calculation;
4815-4167'()6S6.2 10
6/28106 ct
P:\Agendas\Apw.ta Altachmerlls\Agnm-Amend 2lJ061D7-24-06 2006 Coopention Loan AJrecmtnt-Arden Gutlric.doc:
e
e
e
C = Annual Agency Site Sales Tax Payment realized by the Agency from the Project Site
during the Agency fiscal year preceding such annual calculation; and
D = any sums of money realized by the Agency from the Developer as Developer Grant
Agreement Revenues during the Agency fiscal year preceding such annual calculation;
The Agency shall perform the calculation as set forth above as of July 15 of each year during
the term of this Loan Cooperation Agreement, with the first such calculation being performed by the
Agency on July 15 next following the initial disbursement of the proceeds of Loan-A by the City to the
Agency. On any calculation date in which the sum of the Agency Site Tax Increment Payment plus
the Annual Agency Site Sales Tax Payment realized by the Agency during the year preceding such
calculation is equal to or exceeds the amount of principal and interest due under Loan-A, the City shall
have no duty or obligation to pay the Agency any Agency Grant Assistance Revenues corresponding to
that year during the term of this Loan Agreement.
(c) The City and the Agency each acknowledge, understand and intend that the obligation
of the City to pay each annual payment of Agency Grant Assistance Revenues to the Agency each year
during the term of this Loan Agreement shall constitute a current expense of the City. The obligation
of the City to provide such payments to the Agency in each fiscal year during the term of this Loan
Agreement is a general obligation of the City, subject to annual appropriation by the City.
Furthermore, the obligation of the City to the Agency to make such payments of Agency Grant
Assistance Revenues each year as arise under this Loan Agreement shall not in any way be construed
to be a debt of the City in contravention of any applicable constitutionally restriction of the State of
California concerning the creation of indebtedness by the City.
Section 8. Expenditure of Proceeds of Loan-A bv the Al!encv. All expenditures of the
proceeds of Loan-A by the Agency shall conform with the applicable provisions of the HUD Section
108 Loan Covenants applicable to the Project as set forth in Exhibit "F".
Section 9.
Selection of Developer and Developer Grant Al!reement.
(a) The Agency shall identify a qualified Developer to undertake the Developer Project.
The selection of the Developer and the approval of the terms of the Developer Grant Agreement by the
Agency shall be subject to the separate review and approval by the Mayor and Common Council as
provided in this Section 9 of this Loan Agreement.
(b) The Mayor and Common Council shall not approve the Developer Grant Agreement
unless the Mayor and Common Council shall have found that:
(i) the Developer Grant Agreement contains a covenant of the Developer that the
completed Developer Project shall have a minimum assessed valuation for ad valorem
property tax purposes upon completion of the Developer Project of at least $17 Million;
(ii) the Developer shall provide the Agency with Project Completion Surety in a form
reasonably acceptable to the Mayor and Common Council;
(iii) the Developer Grant Agreement provides the Agency with a Project Profit Participation
Fee payable to the Agency in the event that the Developer may sell or otherwise
hypothecate or refinance its interest in the Developer Project which is fair, just and
reasonable to the Agency;
48IS-4167.c6S6.2 II
6128106 ct
P:I.AJcndaI\Agcnda Attaclunenu\Apnn-Amend 2006\07-24-06 2006 Coopcnlion Loan Agrccmcnt.Arden OuIhr1c.dol:
e
e
e
(iv) that the Developer Grant Agreement contains all of the applicable provisions of the
HUD Section 108 Loan Covenants applicable to the Developer Project as set forth in
Exhibit "F"; and
(v) that the Mayor and Common Council have made the findings in support of the
Developer Project and the Developer Grant Agreement as set forth in Health and Safety
Code Section 33433.
(c) Upon the full execution of the Developer Grant Agreement by the parties thereto, and
the satisfaction of all conditions precedent by the Developer and the Agency for the transfer of the
Agency Lands to the Developer, the City shall execute a release and reconveyance of the security
interest of the City in all of the "Mortgaged Property" as this term is defined in the Agency Deed of
Trust. Such release of the security interest of the City in the Agency Lands shall include both the
Agency Collateral Lands and the Agency Supplemental Collateral Lands.
(d) Concurrently, upon the release and reconveyance of the Agency Deed of Trust, the
Agency shall execute and deliver to the City the Collateral Assignment by the Agency to the City of
the Developer Grant Agreement Security Documents substantially in the form attached hereto as
Exhibit "G-I" and the Agency shall acknowledge its consent to the delivery by the City to the
Secretary of HUD of the Borrower Security Agreement and Collateral Assignment of Documents
substantially in the form attached hereto as Exhibit "G-2".
Section 10. Further Assurances of the Al!encv. The Agency shall adopt, make, execute
and deliver to the City all such further resolutions, instruments and assurances as may be reasonably
necessary to carry out the intention of this Loan Agreement.
Section 11. Amendment.
(a) This Loan Agreement may be amended by the parties hereto but insofar as an
amendment may affect Loan-A at any time when the City may owe HUD any sum under the City
Section 108 Loan such an amendment shall require the concurrence ofHUD.
(b) The Agency hereby covenants that it shall not approve any amendment to the 2003
Redevelopment Cooperation Agreement, unless concurrently therewith, the Agency shall deliver an
approving legal opinion addressed to the City and to HUD in a form acceptable to the City, which
states that such an amendment to the 2003 Redevelopment Cooperation Loan Agreement does not
reduce or impair the pledge of the tax increment revenues of the NDA to the Agency thereunder.
Section 12. Waiver of Personal Liability. No member, officer, agent or employee of the
Agency shall be individually or personally liable for the payment of the principal of or interest on
Note-A; but nothing herein contained shall relieve any such member, officer, agent or employee from
the performance of any official duty provided by law.
Section 13. Payment of Business Davs. Whenever, in this Loan Agreement, any amount is
required to be paid on a day which is not a business day of the City, such payment shall be required to
be made on the business day of the City immediately following such day.
4815-4167-ll656.2 12
6128/06 ct
P:\AsmdaJ\Agenda AuaclunmblAgmu-Amcnd 2006\07-24-06 2006 Coopcntion Loan AgRiemcnt-Ardcn Outhric.doc;
e
e
e
Section 14. Notices. All written notices to be given under this Loan Agreement shall be
given by first class mail or personal delivery or by telecopier and promptly confirmed by mail, 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 personal delivery to any person, upon actual receipt at
the address set forth below:
To the Agency:
Redevelopment Agency of the City of San Bernardino
Attention: Executive Director
201 North "E" Street, Suite 301
San Bernardino, California 92401
To the City:
City of San Bernardino
Attention: Mayor
300 North "D" Street 6th Floor
,
San Bernardino, California 92418
Section 15. Partial Invaliditv. If any Section, paragraph, sentence, clause or phrase of this
Loan Agreement shall for any reason be held illegal, invalid or enforceable, such holding shall not
affect the validity of the remaining portions of this Loan Agreement. The Agency hereby declares that
it would have adopted this Loan Agreement and each and every other section, paragraph, sentence,
clause or phrase hereof irrespective of the fact that anyone or more Sections, paragraphs, sentences,
clauses, or phrases of this Loan Agreement may be held illegal, invalid or unenforceable.
Section 16. Governinl! Law. This Loan Agreement shall be construed and governed in
accordance with the laws of the State.
Section 17. Ril!hts of the Secretary of HUD. This Loan Agreement is part of the "City
Section 108 Loan Collateral" as this term is defined in the City Section 108 Loan Agreement (HUD
Section 108 Loan Contract No. B-03-MC-06-0539). Pursuant to the provisions of paragraph 15U of
that certain Contract for Loan Guarantee assistance under Section 108 of the Housing and Community
Development Act, of 1974, as amended (the "HUD Section I 08 Loan Agreement") by and between the
[City] and the Secretary of Housing and Urban Development (the "Secretary"), the [City] shall deliver
[a collateral assignment of the City's interest in payments under Note-A] in original, fully executed
form to the "Custodian" (as this term is defined in the HUD Section 108 Loan Agreement).
Paragraph 15U of the HUD Section 108 Loan Agreement provides in relevant part:
"The Secretary may complete the endorsement of the Obligor Note [e.g.: the Promissory Note
from the City to HUD] and record the assignments referred to in paragraph 15(e) and thereby
effectuate the transfer of the documents referenced and underlying indebtedness [e.g., the City
Section 108 Loan Collateral] from the Borrower [e.g.: the City] to the Secretary or the
Secretary's assignee."
Paragraph l5U of the HUD Section 108 Loan Agreement further provides:
"The Borrower [e.g., the City] agrees that it shall promptly notify the Secretary [ofHUD] in
writing upon the occurrence of any event which constitutes a default (an "Event of Default")
under (and as defined in) any of the Security Documents, as defined in paragraph 15U [e.g.,
4815-4167~56.2 13
6128106 ct
P:\AgendaslAJenda AllaChmtnts\AamU-Amend 2006\07-24-06 2006 CoopcraIion Loan ~.Ardcn Guthrie.<b:
e
the City Section 108 Loan Collateral). Notification of an Event of Default shall be delivered to
the Secretary [ofHUD] as directed in paragraph 12(f) above. Upon the occurrence of an Event
of Default, the Secretary [ofHUD] may (without prior notice or hearing, which Borrower [e.g.,
the City] hereby expressly waives), in addition to (and not in lieu of) exercising any and all
remedies that may be available under the Security Documents [e.g., the City Section 108 Loan
Collateral] declare the [HUD] Note in Default and exercise any and all remedies available
under paragraph 12. This paragraph 15U shall not affect the right of the Secretary [ofHUD] to
declare the [HUD] Note in Default pursuant to paragraph II and to exercise in connection
therewith any and all remedies available under paragraph 12."
The Agency acknowledges and agrees that this Loan Agreement is and shall be enforceable by
the Secretary of HUD against the Agency upon the completion of the endorsement by the Secretary of
HUD of the $7,500,000 City Promissory Note; provided however, that the Secretary of HUD shall
have no obligation to pay any sum to the Agency under Section 6 of this Loan Agreement as an
Annual Agency Site Sales Tax Payment.
IN WITNESS WHEREOF, the undersigned officers of the parties have executed this Loan
Agreement as of the date indicated next to the signatures of each of them. .
CITY
City of San Bernardino
e Date:
e
Patrick J. Morris, Mayor
roved as to Form:
AGENCY
Redevelopment Agency of the
City of San Bernardino
Date:
Maggie Pacheco, Executive Director
Approved as to Form and Legal Content:
V Agj CflL=
Agency sel
4815-4167-0656.2 14
6128106 ct
P:\Agcndas\Agenda Attachmcnlll.AgrTds.Amend 2006\07-24-06 2006 Cooperation Lo8n AgRemcnl.Arden Guthrie.doc
e
e
e
EXHIBIT "A"
Vicinity Map of Project Site
(Description of Arden-Guthrie Neighborhood Lands)
4815-4167~656.2 IS
6/28/06 ct
P:\Agendas\Agenda Anachments\AJI1It5-Amend 2006\07-24-06 2006 CooperaIion Loan Agrcemenl-Ardcn Guthrie.doc
e
anU8AV U8p.IV
JlII.IJS acp03MaN
I " . , ,."
. , .
~ "" >
,
. ,
~. ". - .'
.,,,,- ," , . -...,., '" ..".
JaaJJS a!J4P19
e
o
~
~
o
z
,.
c
l!
i!'
~
t:.
"
~
<i <:
"' ~ {J 0
0 ~ w
"- n. 'E S!
w '" l'l ..
1i ~ !!< U)
~ S!
m l' <l
ll. w oI!!
" 0 ~ .3
c ~ 0
~ 'E
~ m .8
t 'f; i"i l'l
0
Z ll. W !!< c
::J
.., 81 . .
...
C
Z
<(W
-
za:::
WJ:
CI-
a:::::>
<(0
~
~
'r\
~
...,
~
~
..,
<'!
~
<-,
c;
c
',.
~
o
6
~
~
n.
e
ll.
,.
""
"
m
'"
U)
[J
~
:E:!!!
....rJ
'"
D::J;l
O~
Z~
e
e
e
EXHIBIT "B"
Description of the Project
(To be identified as part ofa subsequent Developer Grant Agreement
between the Agency and the Developer)
4815-4167-0656.2 16
6/28/06 cl
P:\Agendas\Aaenda Attachments\AgmU-Amend 2006\01-24-06 2006 Cooperation Loan Apement-An.tr:n Guthrie.doe
e
e
e
EXHIBIT "C"
Listing of Agency Lands
(See attached map)
4815-4167-()656.2 17
6128/06 ct
P:\Agcindas\Agenda Attacbments\AgmU-Amend 2O()6W7-24-06 2006 Cooperation Loan Agreement-Arden Guthrie.doc
e
anuaAV U1Jp.ay
lIJIl.llS acpooMIIN
I', -,',"""
, .
, .
: or c: ~':
,-_", , " ., " \ _' _., ", J "
~IJJJS ap'Ilne
e
Q
~
~
o
z
'W
~
!!'
'"
~
~
,!2
a: 0- J!) <C
[l Cl
0 W
~ 8 -'
'E .l2
0 ,9- ~ ..
'!l ~
'" U)
~ .l2
~ ~ 'i
0- J!) 011
~ ~ .3
~ ~ 0
~ 'E
~ m -8
" ,~ i"l l'l
0
Z 0- W ~ ~
=>
... 81 . .
....
o
Z
<Cw
-
ZO:::
WJ:
01-
O::::J
<CC>
~
~
'"
-<:;
~
'\;;-.
:;]
11
./:l
<-,
-;;;
~
'~
~
o
6
o
~
~
~
0-
;;
>l!l
]!
U)
B
::J:f;j
1-"
0::'"
O~
Z~
e
e
e
EXHIBIT "D"
Form of $7,500,000 Note-A Payable to the City
(On file with Agency Secretary)
4815-4167-0656.2 18
6128/06 cl
P:\Agendas\Agenda Attachmenu\Apnn-Amend 2006\07-24-06 2006 Coopcralion Loan Agreemenl.Arden Guthrie.doc
e
e
e
EXHIBIT "E"
Form of Agency Deed of Trust
(On file with Agency Secretary)
4815-4167-0656.2
6/28106 ct
P:\AsCndas\Agenda Attachment5\Agmu-Amend 2006\07-24-06 2006 Cooperation Loan ~.Arden Guthrie,do\:;
19
e
e
e
EXHIBIT "F"
HUD Section 108 Loan Covenants Applicable to the Project
(24 CFR Part 570 conditions and assurances)
(On file with Agency Secretary)
4815-4167-0656.2 20
6/28/06 ct
P:\Agendas\Agenda Attachments\Agmu-Amend 2006\07-24-06 2006Coopcraticm Loan Agreement-Arden Guthrie.doc
e
e
e
EXHIBIT "G-I "
Collateral Assignment by the Agency to the City of the Developer
Grant Agreement Security Documents
(On file with Agency Secretary)
4815-4167-0656.2 21
6/28/06 ct
P:\Agcndas\Agcnda Anachmc:nlS\Agmu-Amend 2006\07-24-06 2006 Cooperation Loan Agreement-Arden GutIvic.doc
e
e
e
EXHIBIT "0-2"
Borrower Security Agreement and Collateral Assignment of Documents
(On file with Agency Secretary)
48IS-4167-ll6S6.2 22
6128/06 ct
P:\Ajendas\Aaenda Artachmentsl.Agmu-Amcnd 2006\07.24.06 2006 Coopendion Loan ~1.Ankn Guthril::.doc
e
e
e
u.s. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT
CONTRACT FOR LOAN GUARANTEE ASSISTANCE UNDER
SECTION 108 OF THE HOUSING AND COMMUNITY DEVELOPMENT ACT
OF 1974, AS AMENDED, 42 U.S.C. 55308
Date of Contract
This Contract for Loan Guarantee Assistance ("Contract") is
entered into City of San Bernardino, California, as Borrower (the
"Borrower"), and the Secretary of Housing and Urban Development
("Secretary"), as guarantor for the Guarantee made pursuant to
section 108 ("Section 108") of title I of the Housing and
Community Development Act of 1974, as amended (the "Act") and 24
CFR Part 570, Subpart M, of the promissory note executed
contemporaneously herewith and numbered B-03-MC-06-0539, in the
Maximum Commitment Amount of $7,500,000, and any amended note or
note issued in substitution for such note and having the same
note number (the "Note"). This is the first Contract under the
Funding Approval ("Commitment") of the same number, which was
approved by the Secretary on January 28, 2005. The funds paid or
credited to the account of the Borrower pursuant to the Note are
referred to herein as the "Guaranteed Loan Funds." The Note
(including the Fiscal Agency Agreement and the Trust Agreement as
defined in Section I.A. of the Note and incorporated therein) is
hereby incorporated into the Contract. Terms used in the
Contract with initial capital letters and not otherwise defined
in the text hereof shall have the respective meanings given
thereto in the Note. The Fiscal Agency Agreement and the Trust
Agreement are sometimes collectively referred to herein as the
"Fiscal Agency/Trust Agreements," and the Fiscal Agent and the
Trustee respectively are sometimes collectively referred to as
the "Fiscal Agent/Trustee."
PART I
A. The Note: Advances and Records. The Note provides that
Advances and Conversion Date Advances shall be made
thereunder upon the written request of the Borrower and the
approval of the Secretary, pursuant to this Contract and the
Fiscal Agency Agreement. The Commitment Schedule attached to
the Note represents the principal repayment schedule for the
Maximum Commitment Amount of the Note. At all times, the
total amount of all Advances and Conversion Date Advances
under the Note for all Principal Due Dates shall not exceed
the Maximum Commitment Amount of the Note. Prior to the
Conversion Date (as defined in the Note, Section I.A.), the
total amount of Advances made by the Holder for each
Principal Due Date under the Note shall not exceed the
applicable Commitment Amount for such Principal Due Date set
forth in the Commitment Schedule of the Note. Prior to the
Conversion Date, the Borrower agrees that the Fiscal Agent
pursuant to the Fiscal Agency Agreement shall record the date
2
e
and amount of each payment and Advance under the Note and
shall maintain the books and records of all Advances and
Conversion Date Advances for each Principal Due Date,
interest rates on Advances, payments, and Principal Amounts
outstanding for each Principal Due Date. On and after the
Conversion Date, the Borrower agrees that the Trustee
pursuant to the Trust Agreement will maintain the books and
records of all payments on the Note and all Principal Amounts
and interest rates on such Principal Amounts (each as to be
set forth on Schedule P&I to the Note). No advances of any
kind may be made on the Note after its Conversion Date.
e
B. Borrower's Requests for Advances. All requests for Advances
or Conversion Date Advances by the Borrower under the Note
shall: be in writing; specify the amount of the Advance
requested; identify the Note by Borrower, number and Maximum
Commitment Amount; be addressed to the Secretary at the
address for notices specified in paragraph l2(f) of this
Contract; be signed by an authorized official of the
Borrower; and otherwise be in the form prescribed by the
Secretary. Advances and Conversion Date Advances shall be
requested and will only be approved and made in increments of
not less than $1,000 for any Principal Due Date. A request
for an initial Advance under a Note, or a request for a
Conversion Date Advance, shall be received by the Secretary
at least ten Business Days prior to the Borrower's proposed
Funding Date or Conversion Date, as applicable. All other
requests for Advances shall be received by the Secretary not
less than five Business Days prior to the proposed Funding
Date. The Borrower may not deliver a Note or a request for
an Advance or Conversion Date Advance to the Secretary more
than two calendar months prior to the Borrower's proposed
Funding Date. At least two Business Days prior to the
proposed Funding Date or Conversion Date if the Borrower's
request was timely received, or the next available Funding
Date for which the request was timely received, the Secretary
shall, except as otherwise provided in paragraph ll(c) or 12
hereof, deliver a.corresponding Authorization Order or
Advance Order (as applicable) to the Fiscal Agent in
accordance with Section 2.03 or 2.04 of the Fiscal Agency
Agreement for the applicable Funding Date or Conversion Date.
If the Borrower requests an Advance or Conversion Date
Advance of less than the outstanding Maximum Commitment
Amount under the Note, the Borrower may also specify in its
written request the amount of the Advance or Conversion Date
Advance to be allocated to each Commitment Amount or
Principal Amount per Principal Due Date under the Note. If
the Borrower does not specify how the Advance or Conversion
Date Advance should be allocated among Commitment
Amounts/Principal Due Dates, the Borrower hereby authorizes
the Secretary to direct the Fiscal Agent to allocate the
Advance to the respective Commitment Amounts or Principal
Amounts in order of the earliest Principal Due Date(s) .
e
e
e
e
3
C. Conversion; Public Offerig. On the Conversion Date (if any),
trust certificates backed by the Note (and similar notes
issued by other Section 108 borrowers) will be purchased for
a purchase price of the full principal amount thereof by
underwriters selected by the Secretary (the "Underwriters")
pursuant to an Underwriting Agreement between the
Underwriters and the Secretary, at a closing on such
Conversion Date as determined by the Secretary and the
Underwriters. The Borrower agrees that the interest rate at
which the trust certificate of a specified maturity is sold
to the Underwriters shall govern the interest rate inserted
on the Conversion Date in Schedule P&I of the Note for the
Principal Amount of corresponding maturity.
D. Consents. By execution of this Contract, the Borrower
ratifies and consents to the Secretary's selection of the
Underwriters and authorizes the Secretary to negotiate with
the Underwriters the terms of the Underwriting Agreement and
of the public offering of interests in the trust certificates
to investors (including the applicable interest rates). In
addition, by execution hereof the Borrower ratifies and
consents to the Secretary's selection of the Fiscal
Agent/Trustee and agrees to the respective terms of the
Fiscal Agency/Trust Agreements. If Advances have been made
in the Maximum Commitment Amount of the Note not less than
ten Business Days prior to the proposed Conversion Date, or
if the Borrower requests a Conversion Date Advance, the
Borrower authorizes the Secretary to deliver Schedule P&I to
the Note completed in accordance herewith to the Fiscal
Agent/Trustee on the Conversion Date in accordance with the
Fiscal Agency/Trust Agreements, concurrent with delivery of
the Secretary's Guarantee of the trust certificates at the
closing on the Conversion Date, and thereafter the Note shall
be enforceable in accordance with its terms including
Schedule P&I. In addition, the Secretary reserves the right
to notify the Borrower not less than one calendar month in
advance of a specified Conversion Date that the Note will be
sold to the Underwriters on such date, if the Secretary in
his sole discretion determines that market conditions or
program needs require the participation in the proposed
public offering of all or substantially all Borrowers with
outstanding Advances.
e
e
e
4
PART II
1. Receipt, Deposit and Use of Guaranteed Loan Funds.
(a) Except for funds deducted on the Conversion Date
pursuant to paragraph 4(b) and fees and charges deducted by
the Fiscal Agent/Trustee pursuant to paragraph 4(a), the
Guaranteed Loan Funds shall be electronically transferred in
accordance with the Borrower's instructions for deposit in a
separate, identifiable custodial account (the "Guaranteed
Loan Funds Account") with a financial institution whose
deposits or accounts are Federally insured. The Guaranteed
Loan Funds Account shall be established and designated as
prescribed in the attached form document entitled "Letter
Agreement for Section 108 Loan Guarantee Program Custodial
Account" (Attachment 1) and shall be continuously maintained
for the Guaranteed Loan Funds. Such Letter Agreement must be
executed when the Guaranteed Loan Funds Account is
established. (A fully executed copy of such Letter Agreement
shall be submitted to the Secretary within thirty days of its
execution.)
The Borrower shall make withdrawals from said account only
for payment of the costs of approved Section 108 activities,
for transfer to the Loan Repayment Account or for the
temporary investment of funds pursuant to this paragraph
l(a). Such temporary investment of funds into the Guaranteed
Loan Funds Investment Account shall be required within three
Business Days after the balance of deposited funds exceeds
the amount of the Federal deposit insurance on the Guaranteed
Loan Funds Account. At that time, any balance of funds in
the Guaranteed Loan Funds Account exceeding such insurance
coverage shall be fully (100%) and continuously invested in
Government Obligations, as defined in paragraph 10 hereof,
held in the Guaranteed Loan Funds Investment Account.
All temporary investments, whether or not required as above,
shall be limited to Government Obligations having maturities
that are consistent with the cash requirements of the
approved activities. In no event shall the investments
mature on or after October 31, 2007, or have maturities which
exceed one year. All such investments shall be held in trust
for the benefit of the Secretary by the above financial
institution in an account (the "Guaranteed Loan Funds
Investment Account") established and designated as prescribed
in the attached form document entitled "Letter Agreement for
Section 108 Loan Guarantee Program Custodial Investment
Account" (Attachment 2), which account shall be maintained
for all Government Obligations purchased with funds from the
Guaranteed Loan Funds Account. The Guaranteed Loan Funds
Investment Account need only be established if and when the
Borrower is required to invest, or otherwise invests, the
Guaranteed Loan Funds in Government Obligations. Such Letter
e
e
e
5
Agreement must be executed when the Guaranteed Loan Funds
Investment, Account is established. (A fully executed copy of
such Letter Agreement shall be submitted to the Secretary
within thirty days of its execution.) All proceeds and
income derived from such investments shall be returned to the
Guaranteed Loan Funds Account.
All funds in the Guaranteed Loan Funds Account or the
Guaranteed Loan Funds Investment Account must be withdrawn
and disbursed by the Borrower for approved activities by
October 31, 2007. Any funds remaining in either Account
after this date shall be immediately transferred to the Loan
Repayment Account established pursuant to paragraph 6 of this
Contract.
(b) The Borrower shall by the fifteenth day of each month
provide the Secretary with a written statement showing the
balance of funds in the Guaranteed Loan Funds Account and the
withdrawals from such account during the preceding calendar
month, and a statement identifying the obligations and their
assignments in the Guaranteed Loan Funds Investment Account.
(c) Upon the Secretary giving notice that the Borrower is in
Default under this Contract or the Note, all right, title,
and interest of the Borrower in and to the Guaranteed Loan
Funds and Guaranteed Loan Funds Investment Accounts shall
immediately vest in the Secretary for use in making payment
on the Note, purchase of Government Obligations in accordance
with paragraph 10, or payment of any other obligations of the
Borrower under this Contract or the Fiscal Agency/Trust
Agreements.
2 .
Payments Due on Note; Final Payment and Discharge. The
Borrower shall pay to the Fiscal Agent/Trustee, as collection
agent for the Note, all amounts due pursuant to the terms of
the Note. In accordance with the Note and the Fiscal
Agency/Trust Agreements, payment shall be made by 3:00 P.M.
(New York City time) on the seventh Business Day (the "Note
Payment Date") preceding the relevant Interest Due Date or
Principal Due Date (each as defined in the Note). If any
Note Payment Date falls on a day that is not a Business Day,
then the required payment shall be made on the next Business
Day. Payment may be made by check or wire transfer.
Upon final payment of all amounts due to Holders under the
Note, including any payment made by the Secretary pursuant to
the Guarantee, the Fiscal Agent/Trustee is required by the
Fiscal Agency/Trust Agreements to return the Note to the
Secretary. Upon final payment to the Secretary of any
amounts due as a result of Guarantee Payments or otherwise
due under this Contract, the Secretary will cancel and return
the Note to the Borrower in discharge of the Borrower's
obligations under the Note.
e
e
e
6
3. Selection of New Fiscal Agent or Trustee. The Secretary
shall select a new Fiscal Agent or Trustee if the Fiscal
Agent or Trustee resigns or is removed by the Secretary. The
Borrower hereby consents in advance to any such selection and
to any changes in the Fiscal Agency/Trust Agreements agreed
to by any Fiscal Agent or Trustee and the Secretary, subject
to paragraph 4(e) of this Contract.
4. Payments Due Fiscal Agent or Trustee; Documents to the
Secretary.
(a) The Borrower agrees to pay the fees of the Fiscal Agent
as required by Exhibit G to the Fiscal Agency Agreement, and
any additional amounts that may be due pursuant to Section
6.01 of the Fiscal Agency Agreement. If not paid by the
Borrower by any other means prior thereto, the Borrower
agrees that any such fees or additional amounts that have
been incurred prior to an Advance or a Conversion Date
Advance may be deducted by the Fiscal Agent/Trustee from the
proceeds of the Advance or Conversion Date Advance, as
applicable.
(b) The Borrower agrees to pay the Borrower's share, as
determined by the Secretary, of the customary and usual
issuance, underwriting, and other costs related to the public
offering and future administration of the Note and the trust
certificates, as approved by the Secretary, including the
cost of reimbursement and/or compensation of the Trustee
pursuant to the Trust Agreement, including Sections 3.11 and
7.01 thereof. In connection with the public offering on the
Conversion Date, such payment shall either be made by wire
transfer to the Trustee on the day prior to the Conversion
Date or shall be deducted from the Guaranteed Loan Funds on
the Conversion Date.
(c) The Borrower shall submit to the Secretary not later than
ten Business Days prior to the Funding Date for the initial
Advance hereunder, or if not submitted earlier, prior to any
Conversion Date or Public Offering Date applicable to the
Note, this executed Contract, the executed Note, a request
for an Advance or a Conversion Date Advance (as applicable)
in proper form, and an opinion acceptable to the Secretary
from the Borrower's counsel to the effect that: (i) the
governing body of the Borrower has authorized by resolution
or ordinance, in accordance with applicable State and local
law, the issuance of the Note and the execution of this
Contract; (ii) the Note and this Contract are valid, binding,
and enforceable obligations of the Borrower; (iii) the pledge
of funds pursuant to 24 CFR 570.705(b) (2) and paragraph 5(a)
of this Contract is valid and binding; and (iv) there is no
outstanding litigation that will affect the validity of the
Note or this Contract. In addition, the Borrower shall submit
any other additional documents or opinions specifically
e
e
e
7
required by this Contract (e.g., paragraph 5(c), or paragraph
15, et seg.), at the time required thereby.
(d) The Borrower agrees to reimburse the Underwriters upon
demand by the Secretary for the Borrower's share, as
determined by the Secretary, of all reasonable out-of-pocket
expenses (including reasonable fees and disbursements of
counsel) incurred in connection with a proposed public
offering, if the Underwriters incur such additional costs for
the public offering because of any refusal, inability, or
failure on the part of the Borrower timely to submit in
acceptable form any document required by this Contract
(including paragraph 4(c)), or because of any withdrawal by
the Borrower from the public offering, after the Borrower has
submitted a request for a Conversion Date Advance hereunder.
By execution and delivery of this Contract to the Secretary,
the Borrower hereby expressly authorizes the Secretary to pay
amounts due under this paragraph from funds pledged under
paragraph 5(a) of this Contract.
(e) The undertakings in paragraphs 3 and 4 of this Contract
are expressly subject to the requirement that the Fiscal
Agency/Trust Agreements shall in no event require payment of
fees or charges, reimbursement of expenses, or any
indemnification by the Borrower from any source other than
funds pledged pursuant to paragraphs 5 or 15 et seg. of this
Contract.
5.
security. The Borrower hereby pledges as security for
repayment of the Note, and such other charges as may be
authorized in this Contract, the following:
(a) All allocations or grants which have been made or for
which the Borrower may become eligible under Section 106 of
the Act, as well as any grants which are or may become
available to the Borrower pursuant to Section 108(q).
(b) Program income, as defined at 24 CFR 570.500(a) (or any
successor regulation), directly generated from the use of the
Guaranteed Loan Funds.
(c) Other security as described in paragraph 15, et seg.
(d) All proceeds (including insurance and condemnation
proceeds) from any of the foregoing.
(e) All funds or investments in the accounts established
pursuant to paragraphs 1 and 6 of this Contract.
6.
Loan Repayment Account.
(a) All amounts pledged pursuant to paragraphs 5(b), 5(c),
and 5(d) of this Contract shall be deposited immediately on
e
e
e
8
receipt in a separate identifiable custodial account (the
"Loan Repayment Account") with a financial institution whose
deposits or accounts are Federally insured. The Loan
Repayment Account shall be established and designated as
prescribed in the attached form document entitled "Letter
Agreement for Section 108 Loan Guarantee Program Custodial
Account" (Attachment 1) and shall be maintained for such
pledged funds. The Loan Repayment Account need only be
established if and when the Borrower receives amounts pledged
pursuant to paragraph 5(b), 5(c) or 5(d). Such Letter
Agreement must be executed when the Loan Repayment Account is
established. (A fully executed copy of such Letter Agreement
shall be submitted to the Secretary within thirty days of its
execution.) Borrower shall make withdrawals from said
account only for the purpose of paying interest and principal
due on the Note (including the purchase of Government
Obligations in accordance with paragraph 10 hereof), for
payment of any other obligation of the Borrower under this
Contract or the Fiscal Agency/Trust Agreements, or for the
temporary investment of funds pursuant to this paragraph,
until final payment and discharge of the indebtedness
evidenced by the Note, unless otherwise expressly authorized
by the Secretary in writing. Such temporary investment of
funds shall be required within three Business Days after the
balance of deposited funds exceeds the amount of the Federal
deposit insurance on the Loan Repayment Account. At that
time, the balance of funds in the Loan Repayment Account
exceeding such insurance coverage shall be fully (100%) and
continuously invested in Government Obligations, as defined
in paragraph 10 hereof.
All temporary investments, whether or not required as above,
shall be limited to Government Obligations having maturities
that are consistent with cash requirements for payment of
principal and interest as required under the Note. In no
event shall the maturities of such investments exceed one
year. All such investments shall be held in trust for the
benefit of the Secretary by the above financial institution
in an account (the "Loan Repayment Investment Account")
established and designated as prescribed in the attached form
document entitled "Letter Agreement for Section 108 Loan
Guarantee Program Custodial Investment Account" (Attachment
2), which account shall be maintained for all Government
Obligations purchased with funds from the Loan Repayment
Account. Such Letter Agreement must be executed when the
Loan Repayment Investment Account is established. (A fully
executed copy of such Letter Agreement shall be submitted to
the Secretary within thirty days of its execution.) All
proceeds and income derived from such investments shall be
returned to the Loan Repayment Account.
(b) Borrower shall by the fifteenth day of each month,
provide the Secretary with a written statement showing the
e
e
e
9
balance of funds in the Loan Repayment Account and the
deposits and withdrawals of all funds in such account during
the preceding calendar month and a statement identifying the
obligations and their assignments in the Loan Repayment
Investment Account.
(c) Upon the Secretary giving notice that the Borrower is in
Default under this Contract or the Note, all right, title,
and interest of the Borrower in and to the Loan Repayment and
Loan Repayment Investment Accounts shall immediately vest in
the Secretary for use in making payment on the Note, purchase
of Government Obligations in accordance with paragraph 10, or
payment of any other obligation of the Borrower under this
Contract or the Fiscal Agency/Trust Agreements.
7. Use of CDBG or EDI/BEDI Funds for Repayment. Any funds
available to the Borrower under Section 106 of the Act
(including program income derived therefrom) are authorized to
be used by the Borrower for payments due on the Note, Optional
Redemption (as defined in the Note), payment of any other
obligation of the Borrower under this Contract or the Fiscal
Agency/Trust Agreements, or the purchase of Government
Obligations in accordance with paragraph 10. Any funds
specifically available to the Borrower for such payments or as a
debt service reserve under an EDI/BEDI Grant Agreement pursuant
to Section 108(q) of the Act which supports the eligible
project(s) and activities financed by the Note may also be used
therefor; any other use of Section 108(q) funds for such
purposes shall require the prior written approval of the
Secretary. Unless otherwise specifically provided herein or
unless otherwise expressly authorized by the Secretary in
writing, the Borrower shall substantially disburse funds
available in the Loan Repayment or the Loan Repayment Investment
Accounts before funds from grants under Section 106 of the Act
are withdrawn from the U.S. Treasury for such purposes.
8. Secretary's Right to Restrict Use of CDBG Funds to Repayment.
Upon a determination by the Secretary that payments required by
paragraph 2 and/or paragraph 4 of this Contract are unlikely to
be made as specified, the Secretary may give the Borrower notice
that the availability to the Borrower of funds pledged under
paragraph 5(a) of this Contract for purposes other than
satisfaction of the pledge is being restricted. This
restriction shall be in an amount estimated by the Secretary to
be sufficient to ensure that the payments referred to in
paragraph 2 and/or paragraph 4 hereof are made when due. This
restriction may be given effect by conditioning the restricted
amounts to prohibit disbursement for purposes other than
satisfaction of the pledge at the time such restricted funds are
approved as grants, by limiting the Borrower's ability to draw
down or expend the restricted funds for other purposes, and by
disapproving payment requests submitted with respect to such
grants for purposes other than satisfaction of the pledge.
e
e
e
10
9. Secretary's Right to Use Pledged Funds for Repayment. The
Secretary may use funas pledged under paragraph 5(a) of this
Contract or funds restricted under grants pursuant to paragraph
8 of this Contract to make any payment required of the Borrower
under paragraph 2 and/or paragraph 4, if such payment has not
been timely made by the Borrower.
10. Defeasance. For purposes of this Contract, after the Conversion
Date the Note shall be deemed to have been paid (defeased) if
there shall have been deposited with the Trustee either moneys
or Government Obligations (as defined below), which in the sole
determination of the Secretary, mature and bear interest at
times and in amounts sufficient, together with any other moneys
on deposit with the Trustee for such purpose, to pay when due
the principal and interest to become due on the Note. The
Aggregate Principal Amount of the Note or any unpaid Principal
Amount may be so defeased, in whole or in part, as of any
Interest Due Date, or any other Business Day acceptable to both
BUD and the Borrower. In accordance with the Note and the Trust
Agreement, the Borrower shall give timely notice and written
instructions to the Secretary and the Trustee concerning any
principal amounts proposed to be defeased, including any
Optional Redemptions proposed, which instructions shall be
approved by the Secretary. If the unpaid Aggregate Principal
Amount of the Note guaranteed pursuant to this Contract shall be
defeased and deemed to have been paid in full, then the Borrower
shall be released from all agreements, covenants, and further
obligations under the Note.
"Government Obligation" means a direct obligation of, or any
obligation for which the full and timely payment of principal
and interest is guaranteed by, the United States of America,
including but not limited to, United States Treasury
Certificates of Indebtedness, Notes and Bonds - State and Local
Government Series or certificates of ownership of the principal
of or interest on direct obligations of, or obligations
unconditionally guaranteed by, the United States of America,
which obligations are held in trust by a commercial bank which
is a member of the Federal Reserve System and has capital and
surplus (exclusive of undivided profits) in excess of
$100,000,000.
11. Default. (a) A Default under the Note and this Contract
shall occur upon failure by the Borrower to:
(i) pay when due an installment of principal or interest
on the Note; or (ii) punctually and properly perform,
observe, and comply with any covenant, agreement, or
condition contained in: (A) this Contract, (B) any
security agreement, deed of trust, mortgage, assignment,
guarantee, or other contract securing payment of
indebtedness evidenced by the Note, or (C) any future
e
e
e
11
amendments, modifications, restatements, renewals, or
extensions of any such documents.
(b) The Borrower waives notice of Default and opportunity
for hearing with respect to a Default under paragraph 11(a).
(c) In addition to Defaults under paragraph 11(a), the
Secretary may declare the Note in Default if the Secretary
makes a final decision in accordance with the provisions of
section 111 of the Act and 24 CFR 570.913 (or any successor
provisions), including requirements for reasonable notice and
opportunity for hearing, that the Borrower has failed to
comply substantially with title I of the Act.
Notwithstanding any other provision, following the giving of
such reasonable notice, the Secretary may, in the Secretary's
sole discretion pending the Secretary's final decision,
withhold the guarantee of any or all obligations not yet
guaranteed on behalf of the Borrower under outstanding
commitments, suspend approval of any further Advances or
Conversion Date Advances under the Note, and/or direct the
Borrower's financial institution to: refuse to honor any
instruments drawn upon, or withdrawals from, the Guaranteed
Loan Funds Account or the Loan Repayment Account initiated by
the Borrower, and/or refuse to release obligations and
assignments by the Borrower from the Guaranteed Loan Funds
Investment Account or the Loan Repayment Investment Account.
12. Remedial Actions. Upon a Default or declaration of Default
under this Contract, the Secretary may, in the Secretary's sole
discretion, take any or all of the following remedial actions:
(a) with any funds or security pledged under this Contract, the
Secretary may: (i) continue to make payments due on the Note,
(ii) make a prepayment under Section I.D. of the Note or make an
acceleration payment with respect to the principal amount of the
Note subject to Optional Redemption as provided in Section III
of the Note, (iii) purchase Government Obligations in accordance
with paragraph 10 of this Contract, (iv) pay any interest due
for late payment as provided in the Note, this Contract, or the
Fiscal Agency/Trust Agreements, (v) pay any other obligation of
the Borrower under this Contract or the Fiscal Agency/Trust
Agreements, and/or (vi) pay any reasonable expenses incurred by
the Secretary or the Fiscal Agent/Trustee as result of the
Borrower's Default.
(b) The Secretary may withhold the guarantee of any or all
obligations not yet guaranteed or the disbursement of any or all
grants not yet disbursed in full under outstanding guarantee
commitments or grant approvals for the Borrower under Sections
108 and/or 106 of the Act.
(c) The Secretary may withhold approval of any or all further
Advances or Conversion Date Advances under the Note (if
12
e
applicable); direct the Borrower's financial institution to
refuse to: honor any instruments drawn upon, or withdrawals
from, the Guaranteed Loan Funds Account or the Loan Repayment
Account by the Borrower, and/or to release obligations and
assignments by the Borrower from the Guaranteed Loan Funds
Investment Account or the Loan Repayment Investment Account;
and/or direct the Borrower and/or the Borrower's financial
institution to transfer remaining balances from the Guaranteed
Loan Funds Account to the Loan Repayment Account.
(d) Until the Conversion Date, or with respect to amounts
subject to Optional Redemption, the Secretary may accelerate the
Note.
(e) The Secretary may exercise any other appropriate remedies
or sanctions available by law or regulation applicable to the
assistance provided under this Contract, or may institute any
other action available under law to recover Guaranteed Loan
Funds or to reimburse the Secretary for any payment under the
Secretary's Guarantee or any reasonable expenses incurred by the
Secretary as a result of the Default.
e
(f) All notices and submissions provided for hereunder shall be
in writing (including by telex, telecopier or any other form of
facsimile communication) and mailed or sent or delivered, as to
each party hereto, at its address set forth below or at such
other address as shall be designated by such party in a written
notice to the other party hereto. All such notices and other
communications shall be effective when received as follows: (i)
if sent by hand delivery, upon delivery; (ii) if sent by mail,
upon the earlier of the date of receipt or five Business Days
after deposit in the mail, postage prepaid; (iii) if sent by
telex, upon receipt by the sender of an answer back; and (iv) if
sent by telecopier, upon receipt.
The Secretary:
U.S. Dept. of Housing and Urban Development
Attention: Paul Webster, Director
Financial Management Division
451 7th Street SW, Room 7180
Washington, DC 20410
Borrower:
e
City of San Bernardino, California
Attn: Maggie Pacheco, Director
San Bernardino Redevelopment Agency
201 North E Street, #301
San Bernardino, CA 92401
e
e
e
13
13. Limited Liability. Notwithstanding any other provision of this
Contract, the Fiscal Agency/Trust Agreements or the Note, any
recovery against the Borrower for any liability for amounts due
pursuant to the Note, the Fiscal Agency/Trust Agreements or this
Contract shall be limited to the sources of security pledged in
paragraph 5 or any Special Conditions of this Contract. Neither
the general credit nor the taxing power of the Borrower, or of
the State in which the Borrower is located, is pledged for any
payment due under the Note, the Contract, or the Fiscal
Agency/Trust Agreements.
14. Incorporated Grant Agreement. The Contract and the Note are
hereby incorporated in and made a part of the Grant Agreement
authorized by the Secretary on July 18, 2003 under the Funding
Approval for grant number B-03-MC-06-0539 to the Borrower. In
carrying out activities with the Guaranteed Loan Funds
hereunder, the Borrower agrees to comply with the Act and 24 CFR
Part 570, as provided in Subpart M thereof.
15. Special Conditions and Modifications:
(a)
Paragraph 5(c) of the Contract is amended by deleting the
paragraph as written in its entirety and substituting
therefor the following:
"(c) Other security, consisting of any and all rights,
titles, and interests of the Borrower in and to:
(i) A pledge of the Annual Grant Assistance Revenues
provided by the Borrower to the Redevelopment
Agency of San Bernardino (the "Subrecipient") as
described in Attachment 3 (the 'Grant Assistance
Revenues') and as further described in the
Redevelopment Cooperation Loan Agreement between
the Borrower, as "City," and the Subrecipient, as
'Agency' ("the Cooperation Loan Agreement").
(ii) A pledge of the Annual Agency Site Sales Tax
Payments available to the Subrecipient as described
in Attachment 4 (the 'Sales Tax Payments'), and as
further described in the Cooperation Loan
Agreement.
(iii) A pledge of the Annual Agency Site Tax Increment
revenues and receipts available to the Subrecipient
as described in Attachment 5 (the 'Tax Increment
Revenues'). and as further described in the
Cooperation Loan Agreement.
The pledge of the Grant Assistance Revenues, the Sales Tax
Payments, and the Tax Increment Revenues, (collectively
referred to as "Pledged Revenues") shall be pursuant to a
pledge, assignment and security agreement (the 'Pledge,
14
e
Assignment and Security Agreement'), which shall be in a
form acceptable to the Secretary."
(b) Guaranteed Loan Funds shall be used by the Borrower to
make a loan to the Redevelopment Agency of San
Bernardino (the "Subrecipient") for the following
activities in connection with the Arden-Guthrie
Redevelopment proiect (the "Project"):
(i) site acquisition, pursuant to 24 CFR 570.703{a);
(ii) residential relocation assistance, pursuant to
!l570. 703 (d) ;
(iii) demolition and clearance, pursuant to !l570.703(e);
e
The Subrecipient loan shall be evidenced by a promissory
note (the "Subrecipient Note") and a loan agreement (the
"Subrecipient Loan Agreement"), which Subrecipient Note
and Subrecipient Loan Agreement shall be in a form
acceptable to the Secretary. At the discretion of the
Borrower, the terms of the Subrecipient Loan Agreement may
be included in the text of the Cooperation Loan Agreement.
The amount of principal and/or interest payable under the
Subrecipient Note during the twelve-month period beginning
July 1 of each year and ending on June 30 of the next
succeeding year shall be equal to or greater than the
amount of principal and/or interest payable under the Note
for the corresponding period. The Subrecipient Note shall
not be subject to redemption or prepayment earlier than
the earliest possible redemption date under the terms of
the Note.
(c) In order to secure the payment and performance of the
secured obligations of the Subrecipient to the
Borrower, the Borrower shall obtain the following
collateral (collectively, the "Collateral"):
e
(i) A first priority lien on the real property
described in Attachment 6 hereof (the "Property"),
established through an appropriate and properly
recorded Deed of Trust (the "Subrecipient Deed of
Trust" or "Deed of Trust"). The Subrecipient Deed
of Trust shall be subject to release and
reconveyance (in whole or in part) prior to the
maturity date under the Subrecipient Note at such
time as the Subrecipient conveys fee title in the
Property to the third party developer entity (the
"Developer") identified in the Property
Disposition and Development Agreement (the
"Development Agreement") described in subparagraph
(c) (iv) below. The Subrecipient Deed of Trust
15
e
shall contain such other provisions as the
Secretary deems necessary.
(ii)
Any and all rights, titles, and interests of the
Subrecipient in and to any leases covering the
Property. Such rights, titles, and interests of
the Subrecipient shall be the subject of a
collateral assignment of leases and rents (the
"Collateral Assignment of Leases and Rents"),
which shall be in a form acceptable to the
Secretary. The Collateral Assignment of Leases
and Rents shall be subject to release (in whole or
in part) prior to the maturity date of the
Subrecipient Note at such time as the Subrecipient
conveys the Property to the Developer identified
in the Development Agreement identified in
subparagraph (c) (iv), below
e
(iii) Any and all rights, titles, and interests of the
Subrecipient in and to any licenses, permits, and
other agreements covering the Property. Such
rights, titles, and interests shall be the subject
of a collateral assignment of interest in
licenses, permits, and other agreements (the
"Collateral Assignment of Interest in Licenses,
Permits and Agreements"), which shall be in a form
acceptable to the Secretary. The Collateral
Assignment of Interest in Licenses, Permits and
Agreements shall be subject to modification
following its initial delivery by the Subrecipient
in a form acceptable to the Secretary, in order to
acknowledge the collateral assignment to the
Secretary by the Subrecipient of the Subrecipient
security interest in the Developer Completion
Surety, identified in subparagraph (c) (iv), below.
e
(iv) Any and all of the right, title and interest of
the Subrecipient in the Property Disposition and
Development Agreement (the "Development _
Agreement") by and between the Subrecipient and a
third party developer entity (the nDeveloper") who
shall commit to the Subrecipient under the terms
and conditions of the Development Agreement to
undertake a specific program of reuse and
redevelopment of the Property as part of the
Project. The Development Agreement shall contain
such Project completion and Developer performance
sureties in favor of the Subrecipient as
acceptable to the Subrecipient (collectively,
nDeveloper Completion Surety"). The Development
Agreement and the Developer Completion Surety
shall contain:
16
e
(A) a financial commitment of the Developer
enforceable by the Subrecipient that the new
buildings and improvements constructed on the
portion of the Project undertaken by the
Developer shall have a minimum assessed
valuation for ad valorem property tax
purposes of not less than Seventeen Million
Dollars ($17,000,000);
(B) that the building improvements on the
portion of the Project undertaken by the
Developer shall be substantially completed
within twenty four (24) months following the
date of transfer of the Property by the
Subrecipient to the Developer;
(C) a financial covenant of the Developer in
favor of the Subrecipient that the retail
sales and use taxes generated by businesses
situated in the Project which are payable to
the City shall be an amount each year which
is not less for the applicable year than the
amount of estimated Sales Tax Payments to the
City shown in Attachment 4;
e
(D) other financial commitments of the Developer
acceptable to the Subrecipient, including
without limitation, new building construction
completion surety of the Developer in favor
of the Subrecipient;
(E) an express acknowledgment by the Developer
that the Developer Completion Surety and the
financial performance rights of the
Subrecipient under the Development Agreement
shall be assigned by the Subrecipient as
collateral to the Borrower and the Secretary
for the repayment of the Subrecipient Note.
The final form of the amendment or modification of
the Collateral Assignment of Interests in License,
Permits and Agreements, which is to include the
collateral pledge of Developer Completion Surety
by the Subrecipient to the Borrower within the
scope of the collateral assignment of security
interests to the Secretary, shall be in form and
substance acceptable to the Secretary.
e
(v) Such other alternative collateral or security
arrangements as may be requested by the Borrower
and approved by the Secretary in writing.
17
e
(d) The Borrower shall select a financial institution
acceptable to the Secretary (the "Custodian") to act as
custodian for the documents specified in (e) below
(hereinafter referred to as the "Security Documents").
The Borrower and the Custodian shall enter into a
written agreement containing such provisions as the
Secretary deems necessary. A fully executed copy of
such agreement, with original signatures, shall be
forwarded to the Secretary contemporaneously with the
delivery of documents pursuant to (e) below.
(e) Not later than five business days after the initial
disbursement of the Guaranteed Loan Funds to the
Subrecipient, the Borrower shall deliver to the
Custodian the following:
(i) The original Subrecipient Note, endorsed in blank
and without recourse.
(ii) The original Subrecipient Loan Agreement and a
collateral assignment thereof to the Secretary,
which assignment shall be in a form acceptable
to the Secretary.
e
(iii) The original recorded Deed of Trust signed by the
Subrecipient and an assignment thereof to the
Secretary, in a recordable form but unrecorded,
which assignment shall be in a form acceptable
to the Secretary.
(iv)
The original recorded Collateral Assignment of
Leases and Rents and an assignment thereof to the
Secretary, in a recordable form but unrecorded,
which assignment shall be in a form acceptable to
the Secretary.
(v)
The original Collateral Assignment of Interest in
Licenses, Permits, and Agreements and a
collateral assignment thereof to the Secretary,
which assignment shall be in a form acceptable
to the Secretary.
(vi)
An opinion of the Borrower's counsel on its
letterhead, addressed and satisfactory to the
Secretary, that:
e
(A) The Subrecipient is duly organized and
validly existing as a public body under the
laws of the State of California and is in
good standing in and under the laws of the
State of California;
(B) The Subrecipient Note has been duly executed
and delivered by a party authorized by the
18
e
Subrecipient to take such action and is a
valid and binding obligation of the
Subrecipient, enforceable in accordance with
its terms, except as limited by bankruptcy
and similar laws affecting creditors
generally; and
(C)
The security instruments specified in
(ii) through (v) above are valid and legally
binding obligations, enforceable in
accordance with their respective terms.
To the extent that the foregoing opinion deals with
matters customarily within the due diligence of
counsel to the Subrecipient, Borrower's counsel may
attach and expressly rely on an opinion of
Subrecipient's counsel satisfactory to the
Secretary.
e
(vii) A mortgagee title policy, issued by a company and
in a form acceptable to the Secretary, naming
the Borrower as the insured party. The policy
must either include in the definition of the
"insured" each successor in ownership of the
indebtedness secured by the Deed of Trust or be
accompanied by an endorsement of the policy to
the Secretary.
(viii) If required by the Secretary, a certified survey
with a legal description conforming to the title
policy and the Deed of Trust.
(ix) An appraisal of the fee simple ownership interest
in the Property specifying an estimate of fair
market value of not less than $4,300,000. The
appraisal shall be completed by an appraiser who
is certified by the state and has a professional
designation (such as "SRA" or "MAl"), and shall
conform to the standards of the Financial
Institutions Reform, Recovery and Enforcement
Act of 1989 ("FIRREA").
(x) Any instruments, documents, agreements, and legal
opinions required pursuant to paragraph l5(c) (v).
(f) Not later than five (5) business days after the
Subrecipient has transferred its interest in the
Property to the Developer under the Development
Agreement, the Borrower shall deliver to the Custodian
the following:
e
(i) An appraisal of the completed improved value of
the Project to be undertaken by the Developer
pursuant to the Development Agreement specifying
19
e
an estimate of fair market value of such portion
of the Project as being not less than Seventeen
Million Dollars ($17,000,000). The appraisal
shall be completed by an appraiser who is
certified by the state and has a professional
designation (such as "SRA" or "MAl") and shall
conform to the standards of the Financial
Institutions Reform, Recovery and Enforcement
Act of 1989 ("FIRREA").
(ii)
The modification of the Collateral Assignment of
Interest in Licenses, Permits and Agreements by and
between the Borrower and the Subrecipient which
includes the collateral pledge to the Borrower of
the Developer Completion Surety.
e
(iii) An opinion of the Borrower's counsel on its
letterhead, addressed and satisfactory to the
Secretary, that the obligations of the Developer
as arise in favor of the Subrecipient under the
Development Agreement, including without
limitation, the Developer Completion Surety, are
valid and legally binding obligations of the
Developer and that the Developer Completion
Surety may be lawfully assigned by the
Subrecipient to the Borrower and to the
Secretary.
(iv) An opinion of the Borrower's counsel on its
letterhead, addressed and satisfactory to the
Secretary, that:
(A) At the time of the execution of the
Development Agreement the Subrecipient
remains duly organized and validly existing
as a public body under the laws of the State
of California and is in good standing in and
under the laws of the State of ,California;
(B) The Development Agreement has been duly
executed and delivered by a party authorized
by the Subrecipient to take such action and
is a valid and binding obligation of the
Subrecipient, enforceable in accordance with
its terms, except as limited by bankruptcy
and similar laws affecting creditors
generally; and
e
(C) The security instruments identified as the
Developer Completion Surety are valid and
legally binding obligations, enforceable in
accordance with their respective terms.
e
(g)
e
20
To the extent that the foregoing opinions deal with
matters customarily within the due diligence of
counsel to the Developer or the Subrecipient,
Borrower's counsel may attach and expressly rely on
an opinion of counsel to the Developer or
Subrecipient satisfactory to the Secretary.
(i) Subject to compliance each year with applicable debt
limitation requirements of the State Constitution,
the Borrower pledges to provide to the Subrecipient
the Grant Assistance Revenues, as described in
paragraph IS(a), Attachment 3, and the Cooperation
Loan Agreement, each year during the term of the
Note (the "Borrower Pledge"). Borrower shall
disburse the proceeds of the Grant Assistance
Revenues to the Subrecipient in an amount
determined by the Subrecipient as provided in
Section 7 of the Cooperation Loan Agreement, in
annual installments until the Subrecipient Loan is
repaid in full to the City. The obligation of the
City to provide such payments to the Subrecipient
in each fiscal year is a current obligation of the
Borrower, subject to annual appropriation by the
City. The Borrower Pledge shall be in effect for
the full term of the Note and shall be described
and authorized in an Ordinance or Resolution of the
Borrower's legislative body.
(ii) The Borrower shall deliver to the Secretary
contemporaneously with the delivery of this
Contract and the Note:
(A) A copy of the Ordinance or Resolution describing
and authorizing the Borrower Pledge, and
(B) An opinion of Borrower's counsel on its
letterhead, addressed and satisfactory to the
Secretary, that the Ordinance or Resolution
provided by the Borrower is a valid and legally
binding obligation of the Borrower.
(h) Paragraph 12 is amended by adding at the end thereof
the following language:
e
"(g) The Secretary may complete the endorsement of the
Subrecipient Note and record the assignments
referred to in paragraph IS(e) and thereby
effectuate the transfer of the documents
referenced and underlying indebtedness from the
Borrower to the Secretary or the Secretary's
assignee.
21
e
"(h) The Secretary may exercise or enforce any and all
other rights or remedies (including any and all
rights and remedies available to a secured party
under the Uniform Commercial Code) available by
law or agreement (including any of the Security
Documents, as defined in paragraph 15(d) against
the Collateral, against the Borrower, against the
Subrecipient, or against any other person or
property. "
e
(i) The Borrower agrees that it shall promptly notify the
Secretary in writing upon the occurrence of any event
which constitutes a default (an "Event of Default")
under (and as defined in) any of the Security
Documents, as defined in paragraph 15(d). Notification
of an Event of Default shall be delivered to the
Secretary as directed in paragraph l2(f) above. Upon
the occurrence of an Event of Default, the Secretary
may (without prior notice or hearing, which Borrower
hereby expressly waives), in addition to (and not in
lieu of) exercising any and all remedies that may be
available under the Security Documents, declare the
Note in Default and exercise any and all remedies
available under paragraph 12. This paragraph shall not
affect the right of the Secretary to declare the Note
in Default pursuant to paragraph 11 and to exercise in
connection therewith any and all remedies available
under paragraph 12.
(j) The Borrower shall deliver to the Secretary
contemporaneously with the delivery of this Contract
and the Note:
(i) an original copy of the Pledge, Assignment and
Security Agreement; and,
(ii) an opinion of Borrower's counsel on its letterhead,
addressed and satisfactory to the Secretary, that
the Pledge, Assignment and Security Agreement is a
valid and legally binding obligation, enforceable
in accordance with its terms.
(k)
Additional Grounds for Default.
Restriction of Pledqed Grants.
Remedial Actions.
Notice of Default.
Availability of Other
e
(i) The Borrower acknowledges and agrees that the
Secretary's guarantee of the Note is made in
reliance upon the availability of grants pledged
pursuant to paragraph 5(a) (individually, a
"pledged Grant" and, collectively, the "Pledged
Grants") in any Federal fiscal year subsequent to
the Federal fiscal year ending September 30, 2006
to: (A) pay when due the payments to become due on
e
e
e
22
the Note, or (B) defease (or, if permitted, prepay)
the full amount outstanding on the Note. The
Borrower further acknowledges and agrees that if
the Secretary (in the Secretary's sole discretion)
determines that Pledged Grants are unlikely to be
available for either of such purposes, such
determination shall be a permissible basis for any
of the actions specified in paragraphs (ii) and
(iii) below (without notice or hearing, which the
Borrower expressly waives) .
(ii)
Upon written notice from the Secretary to the
Borrower at the address specified in paragraph
12(f) above that the Secretary (in the Secretary's
sole discretion) has determined that Pledged Grants
are unlikely to be available for either of the
purposes specified in (A) and (B) of paragraph (i)
above (such notice being hereinafter referred to as
the "Notice of Impaired Security"), the Secretary
may limit the availability of Pledged Grants by
withholding amounts at the time a Pledged Grant is
approved or by disapproving payment requests
(drawdowns) submitted with respect to Pledged
Grants.
(iii) If after 60 days from the Notice of Impaired
Security the Secretary (in the Secretary's sole
discretion) determines that Pledged Grants are
still unlikely to be available for either of the
purposes specified in (A) and (B) of paragraph (i)
above, the Secretary may declare the Note in
Default and exercise any and all remedies available
under paragraph 12. This paragraph (iii) shall not
affect the right of the Secretary to declare the
Note and/or this Contract in Default pursuant to
paragraph 11 and to exercise in connection
therewith any and all remedies available under
paragraph 12.
(iv) All notices and submissions provided for hereunder
shall be submitted as directed in paragraph 12(f)
above.
(1)
Part II, Paragraph 1(a) of the Contract is" amended by
deleting the fourth and last sub-paragraph as written in
its entirety and substituting therefore the following:
"All funds in the Guaranteed Loan Funds Account or the
Guaranteed Loan Funds Investment Account must be
withdrawn and disbursed by the Borrower for approved
activities by October 31, 2007; provided however, that
in the event that the Subrecipient may not have
entered into a Development Agreement with the
23
e
Developer, as each of these terms is defined in
paragraph 15(c) (iv), by a date not later than December
31, 2006, then in such event, the Borrower shall not
thereafter disburse any other funds from the
Guaranteed Loan Funds Account or the Guaranteed Loan
Funds Investment Account without first obtaining the
written consent of the Secretary. Any funds remaining
in either Account after December 31, 2006, if
applicable, or in all events after October 31, 2007,
shall on the next business day immediately following
such applicable date, be transferred to the Loan
Repayment Account established pursuant to paragraph 6
of this Contract."
[Rest of Page Intentionally Left Blank]
e
e
e
e
e
24
THE UNDERSIGNED, as authorized officials on behalf of the
Borrower or the Secretary, have executed this Contract for Loan
Guarantee Assistance, which shall be effective as of the date of
execution hereof on behalf of the Secretary.
City of San Bernardino, CA
BORROWER
BY:
(Signature)
(Name)
(Title)
(Date)
SECRETARY OF HOUSING AND URBAN
DEVELOPMENT
BY:
(Signature)
Nelson R. Breqan
(Name)
General Deputy Assistant
Secretary for Community
Planning and Development
(Title)
(Date)
e
Attaclunent 3
Grant Assistance Revenues
Description to be provided by Borrower
e
e
e
Attaclunent 4
Sales Tax Payments
Description to be provided by Borrower
e
e
e
Attachment 5
Tax Increment Revenues
Description to be provided by Borrower
e
e
e
Attachment 6
Real property subject to lien
Legal description to be provided by Borrower
e
e
** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT **
RESOLUTION AGENDA ITEM TRACKING FORM
\:k
Item # R'JLP A Resolution #
'&- Abstain '-~
.;tObb -21 \
Absent 3'ftJ
Vote:
Nays
Change to motion to amend original documents 0
Companion Resolutions
NulVVoid After: days /
Resolution # On Attachments: 0
Note on Resolution of attachment stored separately: 0
PUBLISH 0
POST 0
RECORD W/COUNTY 0
By:
Date Sent to Mayor: ~oeo
Date of Mayor's Signature: /d..lj () (P
Date ofClerk/CDC Signature: 7/cJ1/ O(p
Reso. Log Updated: ~
Seal Impressed: 0
Reso. # on Staff Report ~
Date Memo/Letter Sent for Signature:
I" Reminder Letter Sent:
Date Returned:
2nd Reminder Letter Sent:
Not Returned: 0
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 (5557):
Updated Traffic Folders (3985, 8234,655,92-389):
Yes NO~ By_
Yes N1 By_
Yes No By_
Yes No By_
Yes No~ By_
Copies Distributed to:
Animal Control 0 EDA 0
City Administrator ~ Facilities 0
City Attorney Finance ~
Code Compliance 0 Fire Department 0
Development Services 0 Human Resources 0
Others:
Notes:
Information Services 0
Parks & Recreation 0
Police Department 0
Public Services 0
Water Department 0
Ready to File: ~
Date:
Revised 12/18/03
** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT **
RESOLUTION AGENDA ITEM TRACKING FORM
Meeting Date (Date Adopted): ~ Item #
Vote: AyesIJ:lJ\t~(P'+1NayS l)
Change to motion to amend original documents 0
NulVVoid After: days /
Resolution # On Attachments: 0
PUBLISH 0
POST 0
R.?:>l; 6- .Resolution #
Abstain ~
Companion Resolutions
d-Dl) b - Xl 'J--
Absent 3
Note on Resolution of attachment stored separately: 0
RECORD W/COUNTY 0
By:
Date Sent to Mayor:
Date of Mayor's Signature:
Date of Clerk/CDC Signature:
Reso. Log Updated: ~
Seal Impressed: 0
Reso. # on Staff Report .ilQ
Date Memo/Letter Sent for Signature:
I" Reminder Letter Sent:
Date Returned:
2nd Reminder Letter Sent:
Not Returned: 0
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 (5557):
Updated Traffic Folders (3985, 8234,655, 92-389):
Copies Distributed to:
Animal Control 0
City Administrator 0
City Attorney M"
Code Compliance 0
Development Services 0
Others:
Yes No By_
Yes No By_
Yes No By_
Yes No By_
Yes No 4- By_
EDA 0 Information Services 0
Facilities 0 Parks & Recreation 0
Finance ~ Police Department 0
Fire Department 0 Public Services 0
Human Resources 0 Water Department 0
Notes:
Ready to File: ~
Revised 12/18/03
Date:
** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT **
RESOLUTION AGENDA ITEM TRACKING FORM
Resolution #
n~
cue I.;LOD~- ~ J
Absent 3
Meeting Date (Date Adopted): 1 \ ~L\ \ \)~ Item #
- I \ \ \ 'i<'I
Vote: Ayes4lA~.k.:iJ Nays L"
Change to motion to amend original documents 0
Companion Resolutions
Null/Void After: days /
Resolution # On Attachments: 0 Note on Resolution of attachment stored separately: 0
PUBLISH 0
POST 0
RECORDW/COUNTY 0
By:
Date Sent to Mayor:
Date of Mayor's Signature:
Date of Clerk/CDC Signature:
Reso. Log Updated: ~
Seal Impressed: 0
Reso. # on Staff Report ~
Date Memo/Letter Sent for Signature:
I" Reminder Letter Sent:
? l:J.f<j(Jb Date Returned:
2nd Reminder Letter Sent:
Not Returned: 0
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 (5557):
Updated Traffic Folders (3985, 8234, 655, 92-389):
Yes No By_
Yes No By_
Yes No By_
Yes No By_
Yes No By_
Copies Distributed to: ~
Animal Control 0 EDA Information Services 0
City Administrator 0 Facilities 0 Parks & Recreation 0
City Attorney 0 Finance 0 Police Department 0
Code Compliance 0 Fire Department 0 Public Services 0
Development Services 0 Human Resources 0 Water Department 0
Others:
Notes:
Ready to File: ~
Date:
Revised 12/18/03
CITY OF SAN BERNARDINO
Interoffice Memorandum
CITY CLERK'S OFFICE
Records and Information Management (RIM) Program
DATE:
July 28,2006
YOUR COPY
TO:
Wasana Chantha, Secretary
Economic Development Agency
FROM:
Sandra Medina, Assistant to the City Clerk
RE:
Transmitting Documents for Signature - Resolution No. CDC12006-3l
At the Mayor and Common Council meeting of July 24, 2006, the City of San Bernardino
adopted Resolution No. CDC/2006-3l - Resolution approving and authorizing the Executive
Director of the Redevelopment Agency of the City of San Bernardino ("Agency") to execute the
2006 Redevelopment Cooperation Loan Agreement by and Between the Agency and the City of
San Bernardino - North Arden Guthrie Commercial Development Project (IVDA Redevelopment
Project Area).
Attached are one (1) agreement and two duplicate original agreements. Please obtain Maggie
Pacheco's signature in the appropriate locations and return the original agreement as soon as
possible, to Dodie Otterbein, Records Management Coordinator, City Clerk's Office. Please
retain one duplicate agreement for your records and forward one to the other party.
If you have any questions, please do not hesitate to contact Dodie Otterbein at ex!. 3215. Thank
you.
~M
fJv Sandra Medina ~
U . Assistant to the City Clerk
owl~dge receipt of the above mentioned documents.
Date:
Please sign and return
'-"rr"~.\ :"!'! ('Le: .
1'....-1 r\'..... -, .11 , y' '--'
\....v_ "............ ...
CITY OF SAN BERNARDINO ZOGu ^UG \1; r;: I{: 03
ECONOMIC DEVELOPMENT AGENCY
INTER-OFFICE MEMORANDUM
SUBJECT:
Sandra Medina, Assistant to the City Clerk~ t Clerk's Office
Wasana A. Chantha, Executive Secretary 'l\-J
Executed Agreement - CDC/2006-31
TO:
FROM:
DATE:
August 11,2006
Enclosed for your records is the fully executed Agreement that was approved by the Community
Development Commission of the City of San Bernardino on July 24, 2006 pertaining to the
following resolution:
CDC/2006- 31
Resolution of the Community Development Commission of the City of
San Bernardino approving and authorizing the Executive Director of the
Redevelopment Agency of the City of San Bernardino ("Agency") to
execute the 2006 Redevelopment Cooperation Loan Agreement by and
between the Agency and the City of San Bernardino - North Arden
Guthrie Commercial Development Project (IVDA Redevelopment Project
Area).
Should you have any questions, I can be reached at (909) 663-1044.
Thank you.
Enclosure
cc: Barbara Lindseth (with Original Executed Agreement)
Maggie Pacheco (with Original Executed Agreement)
File