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HomeMy WebLinkAboutR09-Economic Development Agency - , '" .' , . . AGENDA ITEM INFORMATION SUMMARY '-(' .. f/ JI. GENERAL INFORMATION: Subject ~ iC-."..' '- . / (, , /0. t -/' _ '\ '7' / ",. 'Cleo) 1.,'0' ~ -1...,,,,-./ " '5 J::G;/J Author !3" /,J. If Ex!. Ward (. Project Area f) c ") Budget Authorh~ 4'( ~/ ~ J 1'7 Y 9 - '7 (') RDA MANAGEMENT REVIEW: Committee CommlsslonlCouncll Filing Dates II - I 5' - ~ '5 1/--,> Ifi7 - ;; '7 MeellngDates )1- LJ -r'? 1....:/-"1-:<-7 Funding Requirements 900 t'ln() CITY DEPARTMENTAL REVIEW: . . CLEARANCES: DolO Do" Yeo NlA .i.~". _,,~l"(I/- ~ '> -9 ') .....1..1-2.8 - 01~ EJ 0 unang /I~~7-8-1 0 G Spacial Counl8l 1/-,:;;,';> - Y"i 0 D- Cily Anomoy 0 r::r- Cily Adminlohlo' Do" By RDA Commlt/ee recommendallon c....;(, c\~ >i'M",) j7 r/ //-..:Jr-2 - v:) By INFORMATIONAL DATA FORWARDED TO CITY DEPARTMENTS/COUNCIL OFFICES: Senllo By Dato Mayo(s Office Council Ward Council Ward Council Ward ... ..... Council Ward Department Department COMMENTS/CONCERNS: Include pertinent comments and concerns of offices and persons clearing the summary, such as controversIal Issues, lime constraints and funding compllcatlons.lndlcata dates when action must be taken. . RDA -174 REV. 6-29-89 .cr , e . . - .. \ . . Redevelopment Agency · City of San Bernardino 300 North "D" Sttee~ Fourth Floor . San Bemordino, Co1ifcmia 92418 (714) 384-5081 FAX (714) 888-9413 Pride ./ ee. NOVEMBER 27, 1989 AUTHORIZING THE EARLY PAYOFF OF THE LOAN WITH FIRST INTERSTATE BANK Synopsis of Previous Commission/Council/CommIttee Action: 09-09-86 Community Development Commission authorized the borrowIng of funds not to exceed $1,500,000 for the acquisition of the shoppIng center site. Recommended MotIon: (COMMUNITY DEVELOPMENT COMMISSION) Move to authorIze the Agency staff to payoff, before the maturIty date of February 20, 1994, the loan wIth First Interstate Bank for the shopping center sIte In the Northwest Project Area. Respectfully Submitted, Executive Director Supporting data attached: Yes Funding requirements: $900,000 Ward: 6 Project: NW Commission Notes: 1146A Agenda of: December 4, 1989 Item No.: " , . . . . , . . Redevelopment Agency S T A F F R E P 0 R T On September 9, 1986, the Community Development Commission approved a Resolution authorizing the borrowing of funds not to exceed $1,500,000 for the acquisition of the Northwest Project Area shopping center site and on January 20, 1987 a Term Loan Agreement was entered into between the Agency and First Interstate Bank of California. A total of $1,300,000 was borrowed from First Interstate with monthly payments to be made until February 20, 1994 when the loan is due in full. Monthly payments of principal ($12,500) plus variable interest have been paid by the Agency since February 20, 1987 and the current principal balance is $875,000. Due to the fact that the interest rate on the unpaid principal balance is at the rate of one-half of one percent per annum in excess of the Bank's Prime Rate, and has been as high as 121, it is recommended that the loan be retired before the maturity date. As the Agency has been earning interest on the unpaid balance since February 1987 at a rate of between 5.61 and 9.251, which is lower than the interest rate payable, an early payoff, based upon current conditions, will result in an approximate savings of $100,000 in interest expense. The loan with First Interstate Bank further requires that the Agency maintain a compensating balance of 51 in the checking account and unreserved fund balances of not less than $75,000,000, which has been maintained by the now defeased Mortgage Revenue Bonds. These last two requirements will also disappear with the payoff of the loan. The funds to retire this note have been allocated in the pending 1989-90 Agency Budget and must be borrowed from the State College project area. Also, there are no penalties for early retirement of this loan. Attached, for your review, is a monthly listing of the Bank's Prime Rate since February 1987 and the corresponding interest expenses, the declining principal balance and the estimated interest earned. , . . ~ , Redevelopment Agency , . Bank's Prime Rate Summary Period Prlme Rate Interest Expense Balance Interest Earned" 1-20-87 7.5% $1,300,000 (5.6%) 2-20-87 7.5% $ 8,956 (8.0) 1,287,500 $6,067 (5.6) 3-20-87 7.5% 7,989 (8.0) 1,275,000 6,008 (5.6) 3-21-87 to 4-1-87 7.5% 4-2-87 to 4-20-87 7.75% 8,920 (8.25) 1,262,500 6,109 (5.75) 4-21-87 to 4-30-87 7.75% 5-1-87 to 5-14-87 8.0% 5-15-87 to 5-20-87 8.25% 8,835 (8.5) 1,250,000 6,049 (6.3) . 6-20-87 8.25% 10,052 (8.75) 1,237,500 6,563 (6.25) 7-20-87 8.25% 8,410 (8.75) 1,225,000 6,445 (6.2) 8-20-87 8.25% 9,218 (8.75) 1,212,500 6,329 (6.25) 8-21..,87 to 9-3-87 8.25% 9-4-87 to 9-20-87 8.75% 9,696 (9.25) 1,200,000 6,315 (6.55) 9-21-87 to 10-6-87 8.75% 10-7-87 to 10-20-87 9.25% 8,929 (9.25) 1,187,500 6,550 (6.75) 10-22-87 to 11-4-87 9.0% . f . . \ , Redevelopment Agency e Perlod PrIme Rate Interest Expense Balance Interest Earned" 11-5-87 to 11-20-87 8.75t 9,931 (9.5) 1,175,000 6,680 (6.5) 12-20-87 8.75t 9,232 (9.25) 1 ,162,500 6,365 (6.5) 1-20-88 8.75t 8,948 (9.25) 1,150,000 6,297 (6.4) 1-21-88 to 2-1-88 8.75t 2-2-88 to 2-20-88 8.5t 9,572 (9.0) 1,137,500 6,133 (6.25) 3-20-88 8.5t 7,950 (9.0) 1,125,000 5,924 (6.25) 4-20-88 8.5t 8,425 (9.0) 1,112,500 5,859 (6.25) 4-21-88 to 5-10-88 8.5t 5-11-88 to 5-20-88 9.0t 8,325 (9.0) 1,100,000 5,794 (6.45) e 6-20-88 9.0t 9,134 (9.5) 1,087,500 5,913 (6.5) 6-21-88 to 7-13-88 9.0t 7-14-88 to 7-20-88 9.5t 8,596 (9.5) 1,075,000 5,891 (7.1) 7-21-88 to 8-10-88 9.5t 8-11-88 to 8-20-88 10.0t 9,924 <10.0) 1,062,500 6,360 (7.65) 9-20-88 10.0t 9,137 <10.5) 1 ,050,000 6,773 (7.7) 10-20-88 10.0t 9,169 <10.5) 1,037,500 6,738 (7.75) 11-20-88 10.0t 9,687 <10.5) 1,025,000 6,701 (7.85) 11-21-88 to 11-27-88 10.0t e { . . , , Redevelopment Agency . Period Prime Rate Interest Expense Balance Interest Earned. 11-2B-BB to 12-20-88 10.5% 8.968 (J 1. 0) 1.012.500 6,705 (8.15) 1-20-89 10.5% 9.572 (11. 0) 1,000.000 6,877 (8.75) 1-21-89 to 2-9-89 10.5% 2-10-89 to 2-20-89 11.0% 9.747 (11. 0) 987.500 7.292 (8.55) 2-21-89 to 2-23-89 11.0% 2-24-89 to 3-20-89 11.5% 8.979 (12.0) 975.000 7.036 (9.05) 4-20-89 11.5% 10.058 (12.0) 962.500 7,353 (9.25) 5-20-89 11.5% 10.267 (12.0) 950.000 7,419 (9.0) 5-21-89 to 6-4-89 11. 5% e 6-5-89 to 6-20-89 11.0% 9,167 (12.0) 937.500 7,125 (8.7) 7-20-89 11.0% 8,766 (11. 5) 925.000 6.797 (7.9) 7-21-89 to 7-30-89 11.0% 7-31-89 to 8-20-89 10.5% 9.186 (11.0) 912.500 6.090 (7.75) 9-20-89 10.5% 8.349 (11.0) 900.000 5,893 (7.95) 10-20-89 10.5% 8.227 ( 11.0) 887.500 5.963 (8.0) 11-16-89 10.5% 8.403 ( 11.0) 875.000 5.917 (8.75) Total 308,724 218.330 . Estimated interest earned was computed on the outstanding balance for thirty days at the hIghest rate available for that periOd of time. Thirty day rates could be anywhere from -0- to 2.5% lower than the rate shown in brackets. Interest expense ran an estimated $90.000 higher than interest earned to date. e , . . . f . f( :'':::state Bank . Flrllllnlerlllale Bank 01 Callfornle San Bernardino Main Office Box 1449 San Bernardino, CA 92401 714 384-4400 ......'1' November 16, 1989 ...~ Redevelopnent Agency of the City of San Bernardino 300 North "D" Street - 4th Floor San Bernardino, CA 92418 Attn: Karen PriIre Interest Rate for each period fran 1/20/87 to present: 1/20/87-2/20/87 7.50 2/21/87-3/20/87 7.50 3/21/87-4/1/87 7.50 4/2/87-4/20/87 7.75 4/21/87-4/30/87 7.75 5/1/87-5/14/87 8.00 5/15/87-5/20/87 8.25 5/21/87-6/20/87 8.25 6/21/87-7/20/87 8.25 7/21/87-8/20/87 8.25 8/21/87-9/3/87 8.25 9/4/87-9/20/87 8.75 9/21/87-10/6/87 8.75 10/7/87-10/20/87 9.25 10/21/87 9.25 10/22/87-11/4/87 9.00 11/5/87-11/20/87 8.75 11/21/87-12/20/87 8.75 12/21/87-1/20/88 8.75 1/21/88-2/1/88 8.75 2/2/88-2/20/88 8.50 Ire go the exJm mile jJr you," - , ( , . Please call if additional infOJ:l'll:ltion is required. e ('. JiMt Iti;rL1 C. Northington Admin. Asst. . e e e i . ( ;' a;- ,-, , ~.,...- . , ? TERM LOAN ~~EMNT THIS AGREEMENT, entered this .jbT!! day .___ r_ of January, 1987, by and between the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, a public agency as defined under California Health and Safety Code Section 33003 (herein referred to as "Agency") and FIRST INTERSTATE BANK OF CALIFORNIA, a California banking corporation (herein referred to as "Bank"). RECITALS Agency desires to obtain a term loan from Bank in the sum of One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00); and Bank is willing to lend to Agency the amount hereinabove specified upon the representations and warranties and subject to the terms and provisions hereinafter set forth. Therefore, in consideration of these Recitals and of the mutual covenants and conditions herein contained, the parties hereto agree as follows: e e e . I . \ . SECTION 1 DEFINITIONS AND ACCOUNTING TERMS 1.1 DEFINITIONS. The following terms, as used in this Agreement, shall have the following meanings, unless the context clearly indicates otherwise: "Agreement" means this Term Loan Agreement. "Average Daily Collected Balances" shall mean the daily average during any period of the net collected balances in demand deposit accounts, less any deposits required by Bank, in accordance with its standard practices and procedures, to eliminate service charges based on account usage or any other service to Agency (other than loans hereunder). "Cash Flow" means the excess of Revenues over Expenditures in a Project Area. Revenues include but are not limited to tax apportionments, interest income, grants, developer contributions, and loans from other projects. Expenditures include but are not limited to, operating expenses, site improvements, project costs, financing costs, and administrative allocations, but excludes interest and principal on term debt. "Consolidated" means the consolidation of the accounts of Agency in accordance with Generally A~cepted Accounting Principles, including principles of consolidation. -2- \ , . . '4It "Consolidated CUrrent Assets" means, at any date, all assets of Agency, that in conformity with Generally Accepted Accounting Principles applied on a consistent basis, abouldbe classified as current assets at such date. . . "Consolidated Current Liabilities" means, at any date, all liabilities of Agency that in conformity with Generally Accepted Accounting Principles applied on a consistent basis, should be classified as current liabilities at such date. "Consolidated Net Worth" means the excess of total assets over Total Debt of Agency determined in accordance with Generally ACCepted Accounting Principles on a consolidated basis excluding, however, from the determination of total assets (i) all assets which would be classified as intangible assets under Generally Accepted Accounting Principles, including, without limitation, goodwill (whether representing the excess cost over book value of assets acquired or otherwise), patents, trademarks, trade names, copyrights, franchises and deferred charges (inCluding, without limitation, unamortized debt discount and expense, organization costs and research and product development costs), and (ii) to the extent not already deducted from total assets, reserves for depreciation, depletion, obsolescence and/or amortization of properties and all other reserves or appropriation of retained earnings which, in accordance with Generally Accepted Accounting Principles, should be established in connection with the business conducted by the relevant corporation. -3- . . . ,~ t . \ . "Event of Default" means any act or occurrence specified as an Event of Default in Section 7 hereof. "Fixed Charges" means, within a Project Area, the sum of principal and interest payments which were required to be paid on long term obligations. "Generally Accepted Accounting Principles" means generally accepted accounting principles and practices as consistently applied by Agency and the firm of independent certified public accountants regularly employed as Agency's auditors. "Plan" means an employee benefit plan maintained for employees of Agency and subject to the provisions of ERISA. "Prime Rate" is an index rate which Bank establishes from time to time in connection with pricing certain of its loans. Bank may make loans at, above, or below its stated index rate. Information on the current index rate can be obtained by contacting Bank. : "Project Area" means those entities which comprise the various funds and programs of the Agency, including those which are listed on Exhibit "B." -4- '. . . < . . "Times Fixed Charges Covered Ratio" means the ratio of Cash Flow to Fixed Charges. "Total Debt" means, on a consolidated basis of Agency and its Subsidiaries, the total of all items of indebtedness, obligation or liability (including, without limitation, indebtedness, obligation or liability secured by a mortgage, pledge, lien, security interest or other encumbrance on their respective properties whether or not assumed by Agency of Agency, as determined in accordance with Generally Accepted Accounting Principles. 1.2 ACCOUNTING TERMS. All accounting terms not specifically defined herein shall be construed in accordance with Generally Accepted Accounting Principles, and all financial data submitted pursuant to this Agreement shall be prepared in accordance with such principles. SECTION 2 THE LOAN 2.1 THE LOAN. Subject to all of the terms and provisions of this Agreement, Bank agrees to grant a loan to Agency in the principal amount of One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00). -5- \ . . e 2.2 THE NOTE. Said loan shall be evidenced by a promissory note of Aqency (herein referred to as "Note") in substantially the form attached hereto as Exhibit "A" with appropriate insertions, ~ ~~ated of even date herewith and maturinq in eighty-three <, , i ? I ~ 1(83) successive monthly princ~~~~ stallments of Twelve Thousand ~ ~ :.: Five. Hundred and No/I00 TJd,:'S<;" . $12., 00.00), commencing on ~ ~ ; fee.~()"ey ~ tfi.. - ~ '" , .~R la1'y.::I:!E.., 1987, inui q -On the ~TiI day of each month , . ~ /~D of each year until ~, 1994, on which last mentioned date the full amount of principal and interest remaining unpaid on the Note shall be due and payable. The Note shall bear interest from,the date hereof on the r~unpaid principal balance at the rate of one-half of one percent S, fjJ !( .50%) per annum in excess of Bank's Prime Rate in effect from.;," !~7 itime to time. Interest on said Note shall be payable monthly on ,:' / d / \~ / .JbT/;I ~.... {ee;zvII Cy;.O ~. ,-. ! f~ J i the las1l day each month of each year commencing .Jamtary .+t:., 1981/. fj1--;;r I Should interest not be paid when due, it shall thereafter bear .~ like interest as the principal. Any extension of time for payment of principal or of interest on said Note resulting from the due date falling on a Saturday, Sunday or leqal holiday, shall be included in the computation of interest. 2.3 COMPUTATION OF INTEREST. The rate of interest e applicable to said Note shall change, if and when the Prime Rate of Bank changes, and interest in each instance shall be computed on the basis of a year of 360 days for the actual number of days elapsed. -6- e e e , . . 2.4 PREPAYMENT OF THE NOTE. Agency may prepay the Note, without premium or penalty, in whole at any time or from time to time in part with accrued interest to the date of such prepayment on the amount prepaid, provided, that any such partial prepayment shall be applied against the installment or installments of unpaid principal of said Note in the inverse order of maturity. 2.5 COMPENSATING BALANCES. As additional compensation to Bank, Agency shall maintain during each calendar month from the date of this Agreement to the payment in full of the Note, Average Daily Collected Balances with Bank in an amount equal to five (5) percent of the average outstanding principal balance owing during the same calendar month. Bank shall, within twenty (20) days following the end of each calendar month, send to Agency a statement Showing the Average Daily Collected Balances maintained by Agency with Bank during such month. In the event that during any calendar month Agency shall fail to maintain compensating balances as hereinabove provided, Agency shall pay Bank on demand a balance deficiency fee with respect to such calendar month. Such fee shall be computed by Bank at an annual rate equal to the average daily Prime Rate plus one (1) percent in effect during such calendar month, on the amount by which the Average Daily Collected Balances during such month or portion thereof were less than the balances required to be maintained under this section. -7- . ~J 2.6 FEES. As additional compensation to Bank, Agency agrees -.I?OOO .tX> to pay Bank a fee of $15,999.99. This fee is to be paid to Bank . , at the time loan funds are disbursed. SECTION 3 CONDITIONS PRECEDENT TO LOAN Bank's obligation to grant the loan hereunder is subject to the fulfillment of the following conditions precedent: 3. 1 DOCUMENTS. Bank shall have received all of the following in form and substance satisfactory to it: A. Instruments. The Note of Agency drawn to the order . of Bank and any other document Bank reasonably requests. B. Corporate Action. Certified copies of resolutions of the governing body of Agency approving and authorizing the execution, delivery and performance of this Agreement, the Note and all other documents provided for herein and all other actions to be taken by Agency hereunder or thereunder. C. Opinion of Counsel. The written opinion of counsel for Agency, acceptable to Bank, in form and substance satisfactory to Bank, to the effect that: (1) Agency is duly organized, validly existing and in good standing under the Community Redevelopment and Housing laws of the State of California without limitation on the duration of its existence and is duly licensed or qualified thereunder and . is in good standing in all jurisdictions. wherein the character of -8- e . . .- ~ - - . . . the property owned or the nature of the business transacted makes such licensinq or qualification necessary. (2) Aqency is duly authorized under the law, and its By-Laws to execute and carry out this Aqreement, the Note and all other documents provided for herein; the same have been duly authorized by all necessary corporate action and do not require the consent or approval of any qovernmental body, aqency or authority; and this Aqreement, the Note and all other documents provided for herein, when executed and delivered for value received, will be leqal, valid and bindinq obliqations of Aqency, enforceable aqainst Aqency, in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorqanization, moratorium or other similar laws affectinq the riqhts of creditors qenerally. (3) There is no By-Law nor any indenture, contract or aqreement to which Aqency is a party, nor any statute, rule or requlation bindinq on Aqency, nor any judqment, order or decree of any court or arbiter, which, to the knowledqe of such counsel, would be contravened by the execution and delivery of this Aqreement or of the Note or any other documents provided for herein, or by the performance of any term, provision or covenant of Aqency contained herein or therein. D. Ordinance of Legislative Body. A certified copy of the ordinance required to be filed with the office of the Secretary of State pursuant to Section 33102 of the California Health and Safety Code. -9- . . . - - - -- - ~- . . E. Collateral Assignment And Security Agreement. A Collateral Assignment and Security Agreement executed by Agency in substantially the form attached hereto as Exhibit "C." 3.2 REPRESENTATIONS AND WARRANTIES. The representations and warranties contained in Section 4 of this Agreement are true and correct on and as of the date of this Agreement. 3.3 EVENTS OF DEFAULT. No event of default under, and no event of which, with the giving of notice or the lapse of time or both, would constitute an Event of Default under Section 7 of this Agreement, shall have occurred and be continuing. 3.4 APPROVAL OF BANK COUNSEL. All legal matters incident to or in connection with the transactions hereby contemplated shall be satisfactory to counsel for Bank. SECTION 4 REPRESENTATIONS AND WARRANTIES Agency represents and warrants that: 4.1 AGENCY EXISTENCE. Agency is duly organized and validly existing under the Community Redevelopment and Housing laws of California, is in good standing therein, is duly licensed or qualified in all jurisdictions wherein the character of the property owned or the nature of the business transacted by it -10- e e e . . makes licensing or qualification necessary, and is duly authorized, qualified and licensed under all applicable laws, regulations, ordinances or orders of public authorities to carry on its business in the places and in the manner presently conducted. Agency has the power to make this Agreement and the Note and to borrow hereunder. 4.2 AGENCY AUTHORIZATION. The execution, delivery and performance by Agency of this Agreement and the Note have been duly authorized by all necessary Agency action, and neither the making and performance by Agency of this Agreement or Note will violate any provision of law, rule, regulation, order, writ, judgment or decree applicable to Agency, or of the By-Laws of Agency nor result in the breach of or constitute a default under any indenture or bank loan or credit agreement, or any other agreement or instrument to which Agency is a party or to which any of its property is subject. 4.3 FINANCIAL STATEMENTS. The consolidated balance sheets, as at June 30, 1986, and the comparative consolidated statements of income and retained earnings for said fiscal year, together with the report thereon by Eadine and Payne, independent certified public accountants, heretofore furnished to Bank are complete and correct and fairly present the consolidated financial position of Agency as at said respective dates and the results of operations for the respective periods indicated. Said financial statements have been prepared in accordance with Generally Accepted -11- e e e . . Accounting Principles and practices consistently followed in the periods covered hereby. 4.4 FINANCIAL CONDITION. Since June 30, 1986, there has been no materially adverse change in the condition of Agency, financial or otherwise, from that set forth in said financial statements as at June 30, 1986, and Agency has no contingent liabilities of any substantial amount which are not reflected in said financial statements or the footnotes thereto. Since June 30, 1986, Agency has not entered into, incurred or assumed any long-term debt, mortgages, leases or oral or written commitments, nor commenced any significant project, except for developments which will create more tax increments '(and thus revenues for Agency) than Agency is obligated to extend. 4.5 ASSETS. Agency has good and marketable title to all property and assets reflected in the balance sheet referred to in Section 4.3 of this Agreement, except property and assets sold or otherwise disposed of in the ordinary course of business subsequent to that date. Agency does not have any outstanding liens or encumbrances on any of its properties or assets nor are there any security agreements to which Agency is a party, or title retention agreements, whether in the form of leases or otherwise, of any personal property except as reflected in said financial statements referred to in Section 4.3 of this Agreement. -12- . . . . 4.6 LITIGATION. There are no actions, suits, proceedings or investigations pending or to the knowledge of Agency upon reasonable inquiry threatened against or affecting Agency at law, in equity, or before or by any governmental department, commission, board, bureau, agency, or instrumentality, domestic or foreiqn, which if adversely determined w~uld have a materially adverse affect on the business or condition of Agency and Agency is not in default in any material respect with respect to any order, writ, injunction or decree of any of the foregOing. 4.7 BURDENSOME PROVISIONS. Agency is not a party to any indenture, agreement, instrument or lease, or subject to any charter, by-law, or other restriction, or any law, rule, requlation, order, writ, judgment or injunction, materially and adversely affecting the business, operations, properties or assets of Agency. 4.8 OTHER AGREEMENTS. Agency is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any debenture, note or other evidence of indebtedness of Agency or in any indenture or agreement of Agency. 4.9 THE LOAN. This Agreement and the Note and other documents delivered pursuant to this Agreement will, when executed and delivered, constitute valid and binding obligations of Agency, . enforceable against Agency in accordance with their respective -13- . . . . . . terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally. Agency will duly and punctually pay the principal and interest on the Note to be outstanding hereunder according to the terms thereof and hereof. 4.10 REGULATION U. No part of the proceeds of the loan granted hereunder will be used to purchase or carry any margin stock (Within the meaning of Regulation U of the Board of Governors of the Federal Reserve System) or to extend credit to others for the purpose of purchasing or carrying any margin stock.. Agency is not engaged principally in or as one of its important activities, the business of extending credit for the purpose of purchasing or carrying any such margin stock. If requested by Bank, Agency will furnish Bank a statement in conformity with the requirements of Federal Reserve form U-l referred to in said Requlation. SECTION 5 AFFIRMATIVE COVENANTS OF AGENCY Agency covenants and agrees that until the full and final payment of the Note, unless Bank waives compliance in writing, Agency will: -14- . , . . . . . . 5.1 FINANCIAL STATEMENTS. A. Within ninety (90) days after the end of .ach of Aqency's fiscal years, deliver to Bank complete copi.s of its audit reports, which report shall include at least a consolidated balance sheet as of the close of each such fiscal year and consolidated statements of income and retained earninqs for each such fiscal year, as at the end of said fiscal year, toqether with the report by a firm of independent certified public accountants acceptable to Bank, which financial statements shall fairly reflect the financial condition and operations of Aqency, toqether with a certificate of said accountants to the effect that, in makinq the examination necessary for their audit of the financial affairs of Aqency for such fiscal year, they have obtained no knowledqe of any violation of any of the terms or provisions of this Aqreement or of the occurrence of any condition, event or act which, with or without notice or lapse of time, or both, would constitute an Event of Default specified in Section 7, or, if such accountants shall have obtained know1edqe of any such violation, condition, event or act, the nature and status thereof. B. Deliver such additional information as Bank from time to time reasonably may request with respect to the business affairs and financial condition of Aqency. 5.2 USE OF PROCEEDS OF LOAN. Use the proceeds of the loan to be made by Bank to it hereunder to purchase land located in -15- . . ~ San Bernardino, California, for eventual development of a shopping center. 5.3 MAINTENANCE OF AGENCY EXISTENCE. Remain in and continue to operate substantially the same line of business presently engaged in; maintain and preserve its agency existence and all rights, privileges and franchises necessary or desirable in the conduct of is business; and conduct its business in an orderly, efficient and customary manner. 5.4 MAINTENANCE OF PROPERTIES. Maintain, preserve and keep all its properties and assets necessary or useful in its business in good working order and condition. ~ 5.5 COMPLIANCE WITH LAWS. Comply with the requirements of all applicable laws, rules, requlations and orders of any governmental authority, except where contested in good faith and by appropriate proceedings. 5.6 TAXES AND CLAIMS. Pay and discharge promptly all taxes, assessments and governmental charges or levies imposed upon it or - upon its income or profits or upon any properties belonging to it, prior to the date on which penalties attach thereto, and pay all lawful claims for labor, materials and supplies that, if unpaid, might become a lien or charge upon its property, provided that Agency shall not be required to pay any such tax, .ssessment, ~ charge, levy or claim if the amount, applicability or validity -16- e e e . . thereof shall currently be contested in qood faith and by proper proceedings and if the Agency shall have set aside on its books and shall maintain adequate reserves for the payment of the same in conformity with Generally Accepted Accounting Principles. 5.7 INSURANCE. Obtain and maintain insurance with responsible companies in such amounts and against such risks as is usually carried by corporations engaged in similar businesses similarly situated and furnish Bank on request full information as to the insurance maintained by Agency. 5.8 NOTICE OF DEFAULTS. Give prompt written notice to Bank of any Event of Default as defined in Section 7 of this Agreement or of any event of default arising in any other agreement or indenture entered into by Agency, or of any other matter which has resulted in or might result in a materially adverse change in its financial condition or operations. 5.9 CHANGES IN MANAGEMENT. Give prompt written notice to Bank of any changes in the following senior management positions of Agency: Chairman and Executive Director. 5.10 NOTICE OF LITIGATION. Give prompt notice of any claim, action or proceeding which would, in the event of an unfavorable outcome, have a material adverse effect on the financial condition of Agency. -17- . . ~ 5.11' RECORDS. Keep and maintain full and accurate accounts and records of its operations according to Generally Accepted Accounting Principles and practices and permit Bank and its designated officers, employees, agents and representatives, at Bank's own expense, to have access to such accounts, records and operations and to make examinations thereof at all reasonable times. . 5.12 EXECUTION OF OTHER DOCUMENTS. Do, execute, acknowledge and deliver, or cause to be done, executed, aCknowledged and delivered, all and every such further acts, covenants, assurances or further instruments and documents as Bank may reasonably request in order to carry out the intent and purpose hereof. 5.13 TIMES FIXED CHARGES COVERED RATIO. For each fiscal year, beginning with the fiscal year ending June 30, 1987, the Northwest Project shall maintain a minimum Times Fixed Charges Covered Ratio of 1.25 to 1.00. In the event that this Times Fixed Charges Covered Ratio is less than 1.25 to 1.00, Agency agrees to cause funds to be lent to the Northwest Project from other funds, in sufficient amounts to increase Cash Flow such that the Times Fixed Charges Covered Ratio requirement is satisfied. 5.14 MAINTENANCE OF CONSOLIDATED NET WORTH. At all times maintain a ratio of Consolidated Net Worth to Consolidated Total Debt of no less than .75 to 1.00. e -18- e . . . . 5.15 MAINTENANCE OF CONSOLIDATED UNRESERVED FUND BALANCES. At all times maintain Unreserved Fund Balances of not less than Seventy-Five Million Dollars ($75,000,000.00). SECTION 6 NEGATIVE COVENANTS OF AGENCY Agency covenants and agrees that until the full and final payment of the Note, unless Bank waives compliance in writing, Agency will not: 6.1 ENCUMBRANCES AND LIENS. With respect to the Northwest Project, create, assume or suffer to exist any mortgage, deed of trust, pledge, encumbrance, security interest or other lien, Charge or encumbrance, inclUding the lien of an attachment, judgment or execution, securing a charge or obligation on or of, or execute or allow to be filed any financing statement affecting, any or all of its property, real, personal or mixed, whether now owned or hereafter acquired, except: A. Liens or charges for current taxes, assessments or other governmental charges which are not delinquent or which remain payable without penalty, or the validity of which is contested in good faith by appropriate proceedings upon stay of execution of the enforcement thereof, provided Agency shall have set aside on its books and shall maintain adequate reserves for the payment of same in conformity with Generally Accepted Accounting Principles. -19- . . ~ B. Liens, deposits or pledges made to secure statutory obligations, surety or appeal bonds, or bonds for the release of attachments or for stay of execution, or to secure the performance of bids, tenders, contracts (other than for the payment of borrowed money), leases or for purposes of like general nature in the ordinary course of its business. C. Purchase money security interests for property hereafter acquired, conditional sale agreements, or other title retention agreements, with respect to property hereafter acquired, provided, however, that no such security interest or agreement shall extend to any property other than such after-acquired property and provided further, such acquisitions do not exceed the limits on fixed asset expenditures as provided in Section 6.9 ~ hereof. 6.2 CONSOLIDATION AND MERGER. Liquidate or dissolve or enter into any consolidation, merger, partnership, joint venture, syndicate or other combination. ~ 6.3 LOANS. GUARANTEES, INVESTMENTS. Make any advance, loan or extension of credit to nor become a guarantor or surety for any person, firm or corporation, or purchase, or make any commitment to purchase, any stock, bonds or other securities of any person, firm or corporation; excluding, however, from the operation of this covenant investments in direct obligations of the United States of America or of any state, U.S. federal agency obligations -20- -- ------------- -~ ---W'" --- . . 4IIt and commercial paper designated as "prime" by the National Credit Office of Dun & Bradstreet. 6.4 ACQUISITIONS. Purchase or acquire nor incur liability for the purchase or acquisition of any or all of the assets or business of any person, firm or corporation. 6.5 DEFAULT UNDER OTHER AGREEMENTS OR INDENTURES. Commit or do, or fail to commit or do, any act or thinq which would constitute an event of default under any of the terms or provisions of any other aqreement or indenture, contract, document or instrument executed, or to be executed by it. e SECTION 7 EVENTS OF DEFAULT 7.1 EVENTS OF DEFAULT. If one or more of the following described Events of Default shall occur: A. Aqency shall default in the punctual payment of any installment of principal of the Note when due or interest on the Note when due; or B. Any of the representations or warranties made by Agency herein or in any certificate or financial or other statements heretofore or hereafter furnished by or on behalf of Aqency in connection with the makinq of this Aqreement or the grantinq of the loan hereunder or pursuant to this Aqreement shall e -21- e e e . . be false or misleadinq in any material respect at the time made; or C. Aqency shall fail to perform or observe any other covenant, term, provision, condition, aqreement or obliqation of this Aqreement; or D. Aqency shall fail to perform or observe any of the covenants, terms, provisions, conditions, aqreements or obliqations under any other aqreement, indenture, document, note or other instrument (includinq, but not limited to the qenerality of the foreqoinq, other indebtedness owinq to Bank) executed or to be executed by Aqency; or E. Aqency shall become insolvent; or admit in writinq its inability to pay its debts as they mature; or fail qenerally to pay its debts as they become due; or make an assiqnment for the benefit of creditors or commence a case for its dissolution; or apply for or consent to the appointment of or takinq possession by a trustee, liquidator, assiqnee, custodian, sequestrator or receiver (or similar official) for it or for a substantial part of its property or business; or shall take any corporate action in furtherance of any of the foreqoinq; or F. A trustee, liquidator, assiqnee, custodian, sequestrator or receiver (or similar official) shall be appointed for Aqency or for a substantial part of its property or business without its consent and shall not be discharqed within thirty (30) days after such appointment; or G. Any qovernmental aqency or any court of competent jurisdiction at the instance of any qovernmental aqency other than -22- . . . . . in the normal course of operations shall assume custody or control of the whole or any substantial portion of the properties or assets of Agency and shall not be dismissed within thirty (30) days thereafter; or H. Any money judqrnent, writ or warrant of attachment, or similar process shall be entered or filed against Agency or any of its properties or other assets and shall remain unvacated, unbonded, or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or I. A bankruptcy, reorganization, insolvency, or liquidation case or other case for relief under any bankruptcy law' or any law for the relief of debtors shall be commenced by or against Agency and, if instituted against Agency, shall not be dismissed within thirty (30) days after such institution or Agency shall by any action or answer approve of, consent to, or acquiesce in any such case or admit the material allegations of, or default in answering a petition filed in any such case; or J. Agency shall voluntarily suspend the transaction of business for more than five (5) days in any calendar year from the effective date of this Agreement; or K. This Agreement or the Note shall, at any time while the Note shall remain unpaid, cease to be in full force and effect or shall be declared null and void, or the validity or enforceability thereof shall be contested, or Agency shall deny that it has any or further liability or obligation under this Agreement or the Note; -23- . . . . . THEN, or at any time thereafter, and in each and every such case, unless such Event of Default shall have been waived in writing by Bank, at the option of Bank and at Bank's sole discretion, the Note outstanding under this Agreement shall thereupon, without presentment, demand, protest, or notice of any kind, all of which are hereby expressly waived, be forthwith due and payable, if not otherwise then due and payable, anything herein or in the Note or other instruments contained to the contrary notwithstanding, and Bank may immediately, and without expiration of any period of grace, enforce any and all of Bank's rights or remedies provided herein or any other rights or remedies afforded by law. SECTION 8 MISCELLANEOUS PROVISIONS 8.1 NOTICES. Any notices, payments, requests, reports, information or demands which any party hereto may desire or may be required to give to any other party shall be given or made upon such other party either through deposit in themails.by telegraph, or by hand delivery at its address as follows: -24- - - - . . Agency: Redevelopment Agency of the City of San Bernardino 300 North D Street, Suite 300 San Bernardino, California 92418 Attn: Glenda Saul, Director Bank: FIRST INTERSTATE BANK OF CALIFORNIA 290 North D Street San Bernardino, California 92401 Attn: Branch Manager ~ or as to each party, a such other address as shall be designated by such party in a written notice to the other party, complying as to delivery with the terms of this Section. All such notices, requests, demands, directions and other communications shall, when mailed or telegraphed, be effective when deposited in the mails or delivered to the telegraph company, respectively, addressed as aforesaid. ~ 8.2 WAIVER. Neither the failure of nor any delay on the part of any party hereto in exercising any right, power or privilege hereunder shall preclude other or further exercise thereof or the exercise of any right, power or privilege; nor -25- . . . . . shall any waiver of any right, power, privilege or default hereunder constitute a waiver of any other right, power, privilege or default or constitute a waiver of any other default of the same or of any other term or provision. All rights and remedies herein provided are cumulative and not exclusive of any rights or remedies otherwise provided by law. 8.3 BANKER'S LIEN OR SETOFF. Nothing in this Agreement shall be deemed any waiver or prohibition of Bank's right of banker's lien or setoff. 8.4 EXPENSES OF BANK. Agency shall pay on demand all costs and expenses, inclUding, without limitation, reasonable counsel fees, inclUding charges of Bank's in-house counsel, incurred by Bank in connection with the preparation and administration of this Agreement and the enforcement and protection of the rights of Bank under this Agreement, inclUding the protection of the rights of Bank in any bankruptcy, reorganization, liquidation or insolvency proceeding. 8.5 ASSIGNABILITY. This Agreement shall bind and the benefits thereof shall inure 0, Agency and Bank, and their respective successors and assigns, as the case may be. Agency may not assign this Agreement or any of the rights of Agency hereunder without the prior written consent of Bank. -26- e e e . . 8.6 GOVERNING LAW. This Aqreement, the Note issued hereunder, and all other documents executed pursuant to the provisions hereof shall all be deemed entered into in the State of California and shall be qoverned by and construed accordinq to the laws of the State of California. 8.7 HEADINGS. The headinqs hereinabove set forth are solely for the purpose of identification and shall not be construed as a part of the paraqraphs they head. IN WITNESS WHEREOF, this Aqreement has been executed by the parties hereto by their respective corporate officers thereunto duly authorized, all as of the date first hereinabove written. FIRST INTERSTATE BANK OF CALIFORNIA By ~f(JJ~ Title .h.hl~ Vl~ {Jl'dt.:.lrw-tr REDEVELOPMENT AGENCY OF THE CITY~AN BE~O By . ~ J! . By ::tJA,.d )1 ~ Title Title -27- . . e TERM LOAN NOTE $1,500,000.00 #0 January~, 1987 FOR VALUE RECEIVED, the undersiqned, REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, a public aqency ("Aqency"), hereby promises to pay to: FIRST INTERSTATE BANK OF CALIFORNIA ("Bank"), or its order, at the San Bernardino Office of Bank, the principal sum of One Million Five Hundred Thousand Dollars ($1,500,000.00) and to pay interest on the unpaid balance of said principal from the date hereof until payment in full at a fluctuatinq interest rate per annum (computed on the basis of a year of 360 days for the actual number of days elapsed) at the rate of one half of one percent (.50%) in excess of the Prime Rate of Bank in effect from time to time, each chanqe in such interest rate to take effect simultaneously with the correspondinq chanqe in Bank's Prime Rate. Interest not paid when due shall thereafter bear like interest as the principal. el :$ Principal and interest payments shall be in money of the United States of America, lawful at such times for the satisfaction of public and private debts, shall be in immediately available funds, and shall be made as follows: - Jl Principal shall be payable in the installments and at the ~ f_imes noted below: Eiqhty-three (83) successive monthly principal installments of Twelve Thousand Five Hundred Dollars ($liA500.OO), commencinq on i&ri~ta';y dfit! 1987 and c5lntinuinq on the ~ day of each month of each year until 3~~~y ~~ 1994, on which last mentioned date ~~e full amount of principal and interest remaininq unpaid on the ~ i / ~ote shall be due and payable. J rrt Interest shall be paY~~'e,mon~y on the };711 day of each month of each year until 3aftWaFy~, 1994, on which last mentioned date, all remaininq principal and interest shall be due and payable. . - '" " ,',) .... ... This Term Loan Note is ~ssued pursuant and is subject to the terms and f,rovisions of that certain Term Loan Aqreement dated January .&-,D 1987, between Aqency and Bank as the same may be amended, modified, or supplemented from time to time (the "Aqreement") . e The Aqreement contains provisions for acceleration of the maturity hereof upon the happeninq of certain stated events and also provides for optional prepayments of principal hereof prior to the stated maturity hereof upon the terms and conditions therein specified. Exhibit "A" - . . .. . Aqency hereby waives diliqence, presentment, demand, protest and notice of any kind whatsoever. Aqency promises to pay costs of collection and reasonable attorneys' fees if default is made in the payment of this Term Loan Note, or in the terms and provisions of the Aqreement. The riqht to plead any and all statutes of limitation as a defense to this Term Loan Note or to any aqreement to pay the same, is hereby expressly waived by the undersiqned to the full extent permitted by law. In the event of a default in the terms and provisions of this Term Loan Note or upon the occurrence of an Event of Default specified in the Aqreement, the whole amount of principal and interest shall, at the option of the holder of this Term Loan Note, become immediately due and payable without diliqence, demand, presentment, protest or notice of any kind whatsoever. IN WITNESS WHEREOF, the undersiqned has caused this Term Loan Note to be executed by its officer or officers thereunto duly authorized and directed by appropriate corporate authority. REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO By ~L lid I Ti tle (i? By (k~~ /1: ~ Title -2- . . e EXHIBIT B REDEVELOPMENT .AGENCY OF THE CITY OF SAN BERNARDINO PROJECT AREAS. PROGRAMS. AND FUNDS . Administration Fund All American Golf Course Project Central City North Project . Central City Parking District Central City Project Central City Security Project Central City West Pro.1ect City-Wide Mortgage Revenue Financing Program Industrial Development Bond Program Low/Moderate Income Housing Program Mortgage Finance Program Mortgage Revenue Bonds of 1984 Mortgage Revenue Bonds of 1985 Northwest Project Operation Second Chance Parking District Expansion Project South Valle Project Southeast Industrial Park Project State College Project" Tri-City Project Uptown Project . _.-.-.......----- - -- . I . . . COLLATERAL ASSIGNMENT AND SECURITY AGREEMENT This Collateral Assiqnment ~~ Slf~r1jY Aqreement ("Aqreement") is made on January.&,fJf.{t-;, by and between the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ("Borrower") and FIRST INTERSTATE BANK OF CALIFORNIA ("Bank"). RECITALS A. Borrower has requested a term loan from Bank in the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) (the "Term Loan"), and Bank is willinq to make said Term Loan but only on the condition that Borrower shall have . executed in favor of Bank this Aqreement; B. Borrower is a public aqency as defined under California Health and Safety Code Section 33003; C. Borrower is entitled to receive and does receive tax increment revenue from various development projects includinq the Northwest Project. The riqht of Borrower to receive tax increment revenue from the Northwest Project, as contemplated by Article 16, Section 16 of the California Constitution, is hereinafter referred to as the "Collateral"; D. As collateral security for the Term Loan, toqether with . interest thereon and any obliqations of Borrower to Bank under - . . ~ this Agreement (said obligations hereinafter collectively referred to as the "Indebtedness"), Borrower has agreed to assign the Collateral to Bank. TERMS In consideration for their mutual undertakings, the parties hereto agree as follows: SECTION 1 ASSIGNMENT 1.1 Borrower hereby assigns, transfers, and sets over, and ~ grants a security interest in, the Collateral to Bank as security for the Indebtedness. 1.2 It is expressly understood and agreed that this assignment shall in no way be construed as an assumption by Bank of any of the obligations of the Borrower, and shall not be deemed to create any partnership, joint venture or agency between Borrower and Bank. 1.3 This assignment shall be deemed a security agreement made pursuant to the provisions of the California Commercial Code. BAl..).. al"....11 JAIl;..... ""'661] tl~~..~.,.4..!Mld I'R."dia.:. 6'-t i6rth ht.rc.in. ~ ~ atl -2- - . e . . 1.4 Borrower hereby (i) appoints Bank as its true, lawful and irrevocable attorney to demand, enforce and receive distribuions of tax increment revenues from the Northwest Project assigned hereunder and to qive, execute and deliver any documents necessary or appropriate in the exercise of said powers, either in the name of Borrower or in the name of Bank with the same force and effect as Borrower could do if this assiqnment had not been made, and (ii) authorizes, empowers, and directs the tax assessor for the City and/or County of San Bernardino to pay over to Bank any and all tax increment revenues due or to become to Borrower from the Northwest Project. 1.5 Bank aqrees that it shall not exercise the powers created by this Section 1 except upon the occurrence of an Event of Default under Section 4 hereof. SECTION 2 REPRESENTATIONS 2.1 Borrower represents and warrants to Bank that: (a) Borrower is duly orqanized and validly existing under the laws of California and is not in default under the terms of any aqreement to which it is a party or under the terms of any provision of law, order of any court or governmental agency or under the terms of its By-Laws, as currently in effect ("By-Laws") . -3- . . e . . . t (b) Borrower is entitled to receive tax increment revenues from the Northwest Project. (c) Borrower is authorized to assign the Collateral to Bank as security for the Indebtedness. (d) The Collateral has not previously been assigned by Borrower in whole or in part. (e) This Aqreement constitutes the leqal, valid and bindinq obligation of Borrower enforceable aqainst Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affectinq creditors' riqhts qenerally. (f) The assiqnment of the Collateral set forth in Section 1 is valid and legally enforceable, and Borrower has obtained all necessary consents to allow such assiqnment. SECTION 3 COVENANTS 3.1 So lonq as any obliqation of Borrower under the Indebtedness shall remain unpaid, Borrower will: (a) Fully perform all of the obliqations and duties imposed upon Borrower by that Term Loan Agreement between Borrower and Bank dated January~, 1987; -4- . . . , . ~ (b) Not transfer any part of its interest in the Collateral, except as provided herein without the prior written consent of Bank. SECTION 4 EVENTS OF DEFAULT AND REMEDIES 4.1 The occurrence of anyone or more of the following events shall be an Event of Default hereunder: (a) Any representation or warranty made in connection with this Agreement or in any financial statement or other instru- ments furnished in connection herewith shall prove to have been ~ false or misleading in any material respect when made; (b) Default shall be made in the due observance or performance of any covenant, condition or agreement to be observed or performed by Borrower pursuant to the terms hereof; (c) Any default shall occur under the terms of any instrument or agreement of Borrower eVidencing the Indebtedness. 4.2 Upon the occurrence of an Event of Default, the obligations of Borrower under the Indebtedness shall immediately become due and payable without presentment, demand, protest or notice of any kind and Bank shall be entitled to the following ~ remedies: -5- . . . . l) # . . (a) Bank may exercise any or all of its rights under Section 1 hereof; (b) Bank may exercise any other remedy permitted by law or equity. 4.3 Any funds received by Bank hereunder shall be applied first to payment of all expenses reasonably incurred by Bank in the exercise of its rights hereunder, and then to payment of the Indebtedness. Upon payment of all such amounts, any excess shall be paid to Borrower. 4.4 No remedy conferred upon or reserved to Bank by this Agreement is intended to be exclusive of any other available remedy or remedies available under this Agreement or under applicable law. Each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission or exercise any right or power accruing hereunder shall impair any such right or power or shall be construed to be a waiver hereof, nor shall any single or partial exercise of any other right, power or privilege, but every such right and power may be exercised from time to time and as often as may be deemed expedient. -6- e e e '. , " ~ , . . . SECTION 5 GENERAL 5.1 Borrower agrees to indemnify and hold harmless Bank from and against any and all claims, damages, losses, liabilities, costs or expenses which Bank may incur (or which may be claimed against Bank) by reason of or in connection with this Agreement. 5.2 Borrower agrees to execute and deliver to Bank promptly upon request any financing statements or other documents reasonably necessary for Bank to carry out the intents and purposes of this Agreement. 5.3 The assignment created hereby is irrevocable and shall remain in full force and effect until payment in full of the Indebtedness, at which time this assignment shall terminate. 5.4 Any notice required or permitted hereunder shall be effective (i) on the day on which delivered to such party in person at the address set forth below or a such other address as such party shall specify to the other party in writing, or (ii) if sent prepaid by certified or registered mail, return receipt requested, or by telegram or telex (where the receipt of such messaqe is verified by return), on the third business day after the day on which so mailed or sent addressed to party at the following address: -7- I . Ie . . ,- f .. " ,," oJ . . If to Bank: FIRST INTERSTATE BANK OF CALIFORNIA Vanir Tower Ci ty Hall Plaza San Bernardino, California 92401 Attention: Branch Manager If to Borrower: REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO 300 North "D" Street San Bernardino, CA 92418 Attention: Executive Director 5.5 This Agreement shall be deemed to be a contract made under, and for all purposes shall be construed in accordance with, the laws of the Sate of California. 5.6 In the event legal action is necessary to enforce the rights of either party to this Agreement, the prevailing party in such litigation shall be entitled to recover its reasonable -8- , I . . . . .' \, f . ~ attorneys' fees and costs in addition to any other judgment or award of the court in action. Executed as of the date indicated in the first paragraph of this Agreement. FIRST INTERSTATE BANK OF~r By 1JJdiaY' " Ti tle A~6~ VIle. 'f 1tI!>I~ REDEVELOPMENT AGENCY OF THE CIn' OF SAN _y By (a~ Ti tle By t4J.?I~ Title -9-