HomeMy WebLinkAboutContracts & Agreements_7-2010_CCv0001.pdf Vollev Ball Ch
Mayor Gilbreath presented a Commendation to the
Redlands East Valley High School Volley Girls Volley Ball Te arn for wrinning
the CIF Southern Section Division 11 Championship for the third year in a row.
CONSENT CALENDAR
Minutes - On motion of Mayor Pro Tem Bean, seconded by Councitmember
Gallagher, the City Council unanimously approved the minutes of the regular
meeting of December 15, 2009, and the special meetings of December 18, 2009
and December 21, 2009 as submitted.
Waiver and Release of Claims - On motion of Mayor Pro Tern Bean, seconded
by Councilmember Gallagher, the City Council unanimously approved the
agreement with Walmart Stores, Inc. regarding the California Environmental
Quality Act.
Lease Disclosure - On motion of Mayor Pro Tem Bean, seconded by
Councilmember Gallagher, the City Council unani mously agreed to receive
Mayor Gilbreeth's disclosure of her leasehold interest for property located at
I East State Street.
- n"Ain
1 ibr&-v Board of Trustees Rennn-i- er t On motion of Mayor Pro Tem Bean,
seconded by Councilmember Gallagher,,the City Council unanimously agreed to
reappoint William Hardy Jr. to the Library Board of Trustees.
RecreationAdvisorymission CoComm;ssi LA
ppointtnqnt - On motion of Mayor Pro Tem
Bean. seconded by Councilmember Gallagher. the City Councilus'
unanimo ty
agreed to appoint David C. Baer, 1I to senre the remainder of an unexpired to
ending June 30, 21011.
bele of Claims - On motion of Mayor Pro Tem Bean, seconded by
Councilmember Gallagher, the City Council unanimously agreed to approve the
"Release of all Claims" settlement in the action filed on the San Bernardino
Superior Court entitled Stacy Knox v. City of Redlands William Hoyt and Does
I to 10 inclusive, Case no. CIVDS 903 710.
Release of Claim - On motion of Mayor Pro Tem Bean, seconded by
Councilmember Gallagher, the City Council unanimously agreed to approve the
"Settlement Agreement and Release of all Claims" between the City of
Redlands and Occidental Chemical Corporation.
RsoS!gLMLafar rove e - On motion of Mayor Pro Tem Bean,
seconded by Councilmember Gallagher, the City Council unanimously
agreed to approve the standard agreement amendment with the State
Water Resources Control Board relating to recycled water improvements
at the Water Treatment Plant.
January 19,2010
Paget
State Water Resources Control Board
Lancia S.Adams Division of Financial Assistance
Secreta or 1001 1 Street,Sacramento,California 95814
P.O.Box 944212,Sacramento,California 94244-21X3 Arnold Schwarzenegger
Protection ProtectioGovernor
(916)341-5100 + FAx(916)341-5707 ♦ http.r"twaterboards.ca.gov
March 9, 2010
Mr. Pat Gilbreath
Mayor
City of Redlands
35 Cajon Street
Redlands, CA 92373
Dear Mr. Gilbreath:
CITY OF REDLANDS, AGREEMENT NO. 01-821-550-1, PROJECT NO. C-06-4800-110
Amendment No. 1 to your Finance Agreements was fully executed on March 8, 2010.
Enclosed are copies of the executed Agreements for your files.
If you have any questions, please contact me at (916) 341-5715 or by e-mail at
ekawada@waterboards.ca.gov.
Sincerely,
Kr
Eva Kawada
Program Analyst
Enclosure
California Environmental Protection Agency
Cel' Recycled Paper
STATE OF CALIFORNIA
STANDARD AGREEMENT
STD.213(Rev 12143)
X CHECK HERE IF ADDITIONAL PAGES ARE ATTACHED itim AGREEMENT NUMBER 01-821-660-1
PROJECT NUMBER: C-06-4800-110
AMENDMENT NUMBER 1
1. This Agreement is entered into between the State Agency and the Contractor named below:.
STATE AGENCY NAME (Hereafier referred to as"SWRCS"
State Water Resources Control Board
CONTRACTOR'S NAME (1`10068fter referred to as"Agency"or"GontracW)
City of Redlands
2. The term of this
Agreement is: April 19, 2002 through November 20, 2024
3. The maximum amount $ 7,851,084
of this Agreement is: Seven Million Eight Hundred fifty One Thousand Eight Four Dollars
4. The parties agree to comply with the terms and conditions of the following exhibits which are by this reference made
,a_part of theAgreement:
Changes made in this amendment are shown as:Teat additions are displayed in bold and underline.Text deletions are
displayed as strike through text(i.e.,Strike).
Exhibit A–Scope of Work(8 pages attached)
Exhibit 8–Budget Detail and Payment Provisions(5 pages attached)
Exhibit I–SRF Payment Schedule(2 pages attached)
All other terms and conditions shalt remain the same.
IN WITNESS WHEREQF,dtis A re�ment has teen exec b rtie$hereto.
CONTRACTOR
Approved as to form by
COO TR ACTORS NAME(it other than an individual,state whether a cowration,partnership,etc.) Office of Chief Counsel
Ci of Redlands
BY(authorized Signatu o DATE SIGNED(Do not type) Date• 1
January 19, 2010
PRINTED NAME AND TITLE OF PERSON SIGNING AT Initials
Rat Gilbreath, Mayor
ADDRESS Sam `irwi ., City Clerk
35 Ca-ion Street—Redlands. CA 92373
STATE OF CALIFORNIA j
j
AGENCY NAME l
State Water Resources Control bard
i
B (arsthcrrized Signature} l L}ATTIGD{tkr rant type}
P EAI`# TITL Cif PE N SI NG
arbor L L. Evoy, l e tt ` Ctor, i sion of Financial Assistan I I
D
1001 1 Street, Sacramento, CA 95814
City ofRedlands
Agreement No.: O1-821
4-S4 Proiect No.: C-OO-48OO-11O
Page of
EXHIBIT A--SCOPE OFWORK
SECTION 1. PROJECT DESCRIPTION.
The Project, commonk/ knuvvnamtheCityofRed|andmgenerg|lyconsisbGoftheconatructinnofmdvonced
wastewater treatment facilities at the existing wastewater treatment p|mnt, as more particularly described
in the financial assistance application of the Agency and the approved plans and specifications (see
Exhibits Fand G) for the Project.
SECTION 2. OFFICIAL REPRESENTATIVES.
(1) The SVVRCBAssistance Coordinator shall bethe D4vNsi**-Qhie-f Deputy Director of the Division
ofFinancial Assistance.
(2) The SWRCB Assistance Coordinator shall be the SWRCB's representative for administration of
the Agreement and shall have authority to make determinations and findings with respect to any
controversy arising under or in connection with interpretation of this Agreement.
(3) The Agency's Authorized Representative shall be the Utilities Director, or his/her designee, who
shall administer the Agreement and who shall have full authority to act on behalf of the Agency,
including authority to execute disbursement requests. All communications given to the Agency
representative shall beosbinding osifgiven tothe Agency.
(4) Either party may change its official representative upon written notice to the other party.
SECTION 3. DEFINITIONS.
"Additional Payments" means the Additional Payments described in Exhibit B Section 2.3(C) of this
Agreement.
"N|ovvanoo'' means mnamount based onapercentage ofthe accepted bid for aneligible project bzhe|p
defray the planning, design, and construction engineering and administration costs of the Project.
"Authorized Representative" means the Mayor of a City, the Chairperson of the County Board of
Supervisors, the Chairperson of the Board of Directors of the Agency, or another duly appointed
representative. For all authorized representatives, a certified original copy of the authorizing resolution that
designates the authorized representative, bytitle, must accompany any contract, the first payment
request, and any other documents or requests required or allowed under this Agreement.
"Bank" means the California Infrastructure and Economic Development Bank.
"Bonds" means any series ofbonds issued bvthe Bank all oroportion ofthe proceeds ofwhich may be
applied tofund the Project invvho|e or in part or that are secured inwhole or|npart by Installment
Payments paid hereunder,
"Code" means the Internal Revenue Code of1S88, Bsamended, and any successor provisions and the
regulations ofthe U.S. Department ofthe Treasury promulgated thereunder.
"Completion of Construction" means the dabe, as determined by the Division after consultation with the
Agency, that the work of building and erection of the Project is substantially complete.
"CVV5RF^ means Clean Water State Revolving Fund,
City ofRedlands
Agreement No.: O1-821-550-Q1
ASAfroiectNo.: C-OG-48O0-110
Page of
EXHIBIT A--SCOPE {}FWORK
SECTION 1. PROJECT DESCRIPTION.
The Project, :ommonlyknownaatheCdvofRedkaMdaQanena|k/coneists ofthe construction ofadvanced
wastewater treatment facilities at the existing wastewater treatment plant, as more particularly described
|nthe financial assistance application ofthe Agency and the approved plans and specifications (see
Exhibits F and G)for the Project.
SECTION 2. OFFICIAL REPRESENTATIVES.
(1) The GVVRCBAssistance Coordinator shall bethe DiViSiG* Ghhef Deputy Director of the Division
ofFinancial Assistance.
(2) The SWRCB Assistance Coordinator shall be the SWRCB's representative for administration of
the Agreement and shall have authority to make determinations and findings with respect to any
controversy arising under or in connection with interpretation of this Agreement.
(3) The Agency's Authorized Representative shall bethe Utilities Director, orhis/her designee, who
shall administer the Agreement and who shall have full authority to act on behalf of the Agency,
including authority to execute disbursement requests. All communications given to the Agency
representative shall beasbinding aaifgiven hJthe Agency,
(4) Either party may change its official representative upon written notice to the other party.
SECTION 3. DEFINITIONS.
"Additional Payments" means the Additional Payments described in Exhibit B Section 2.3(C) of this
Agreement.
"Allowance" means an amount based on a percentage of the accepted bid for an eligible projectbohe|p
defray the planning, design, and construction engineering and administration costs of the Project.
"Authorized Representative" means the Mayor of a City, the Chairperson of the County Board of
Supervisors, the Chairperson of the Board of Directors of the Agency, or another duly appointed
representative. For all authorized representatives, a certified original copy of the authorizing resolution that
designates the authorized reppeoenbaUve, by title, must accompany any contract, the first payment
request, and any other documents or requests required or allowed under this Agreement.
"Bank" means the California Infrastructure and Economic Development Bank.
"Bonds'' means any series ofbonds issued bythe Bank all oroportion ofthe proceeds ofwhich may be
applied to fund the Project in whole or in part orthat are secured in whole or in part by Installment
Payments paid hereunder,
^Code" means the Internal Revenue Code of1S88. as amended, and any successor provisions and the
regulations of the U.S. Department of the Treasury promulgated thereunder,
"Completion of Construction" means the date, as determined by the Division after consultation with the
Agency, that the work of building and erection of the Project is substantially complete.
"CVVSRF'' means Clean Water State Revolving Fund,
City ofRedlands
Agreement No.: O1-821-55U-A1
#SA Proiect No.: {}-Q8-48OO-11O
.
Page 3of8
EXHIBIT A--SCOPE C)FWORK
reasonable, necessary and allocable by the Agency to the Project under generally accepted accounting
phncip|eo, plus capitalized interest.
"Project Funds" means funds disbursed by the SWRCB to the Agency for purposes of this Agreement.
"Revenue Program" means a system of charges, fees, or other means of income production adopted by
the Agency which provides for recovery ofappropriate capital costs ofthe Project, generatgs adequate
income to reasonably assure repayment of the Obligation under this Agreement, generatesadequaha
income toprovide for reasonable operation and maintenance ofthe Project, ond provides adequato
income for reasonable future expansion and improvement ofthe Project.
"Revenues" means, for each Fiscal Year, all gross income and revenue received or receivable by the
Agency from the ownership oroperation ofthe System, determined inaccordance with generally accepted
accounting principles, including all rates, fees and charges (including connection fees and charges) as
received by the Agency for the services of the System, and all other income and revenue howsoever
derived by the Agency from the ownership or operation of the System or arising from the System, and also
including all income from the deposit or investment of any money in the Enterprise Fund or any rate
stabilization fund, and any refundable deposits made to establish credit, and advances or contributions in
aid of construction.
"Service
Installment Payment,the amounts of which are set forth as Exhibit 1,separate from principal and
interest at the rate specified in Exhibit B.
^State" means State ofCalifornia.
"System" means all wastewater collection, transport, treatment, storage and disposal facilities, including
land and easements thereof, owned by the Agency, including the Project, and all other properties,
structures or works hereafter acquired and constructed by the Agency and determined to be a part of the
System, together with all additions, betterments, extensions or improvements to such facilities, properties,
structures urworks orany part thereof hereafter acquired and constructed.
"System Db|iymdona^ means all senior, parity and subordinate obligations of the Agency payable from
Revenues as identified as of the date of this Agreement in Exhibit J and such additional obligations as
may hereafter be issued in accordance with the provisions of such obligations.
SECTION 4. GENERAL AGENCY COMMITMENTS.
The Agency accepts and agrees to comply with all terrns, pruvisioDG, conditions, and commitments of this
Aoneemnent, including all incorporated documents, and to fulfill all assurances, declarations,
representations, and commitments made bythe Agency inits application, accompanying documents, and
communications filed insupport ofits request for financial assistance,
SECTION 5. COMPLETION (JFPROJECT,
The Agency agrees to expeditiously proceed with and complete construction of the Project in substantial
accordance with Project plans and specifications approved bythe SVVRCB.
City ufRedlands
Agreement No.: 01-821-550-G1
A&A ProiectNo.: C-06-48O0-11D
Page 4of8
EXHIBIT A--SCOPE DFWORK
SECTION 6. PROJECT CERTIFICATION.
One year after initiation ofoperations, the Agency shall certify hothe GVVRCBwhether urnot the P ��ot
aeofthsddate. rneetoapp|�ab|edeaignapeci5cobonoondefOuent |imibmUuns. |fUleAoencyoomnot'certify
that the Project meets such specifications and limitations at that time, the Agency will, at its own expense
and inatimely manner, expeditiously make all needed corrections and perform aUadditiona|work
necessary bJallow affirmative certification for the Project.
Failure tosubmit aDaffirmative certification within 15months, oracorrective action report that meets the
above requirements and imsatisfactory tothe Division within 15 months ofthe Project Completion date will
result in an interest penalty of the lesser of twelve percent(12%) per annurn or the highest rate permitted
under law being assessed onthe outstanding balance due.
SECTION 7. FEDERAL 0RSTATE ASSISTANCE.
If federal or state funding for Project Costs is made available to the Agency from sources other than the
CWSRF, the Agency may retain such funding up to an amount which equals the Agency's local share of
Project Costs. To the extent allowed by requirements ofother funding oouncee, any funding received in
excess of the Agency's local share, not to exceed the total amount of the CWSRF financing assistance,
shall beremitted hothe 8VVRCBtobe applied toInstallment Payments due hereunder.
SECTION 8. REVENUE PROGRAM.
The Agency agrees bzprepare and provide mnacceptable final Revenue Program tnthe Division atthe
time ofninety percent(SO96) disbursement ofProject Costs. Further disbursements may bewithheld until
an acceptable final Revenue Program is submitted. The Agency further agrees to periodically review and
modify the Revenue Program as necessary to assure reasonable adequacy of the Revenue Program. The
final Revenue Program and all modifications thereof shall be consistent with applicable guidelines and
shall be to the reasonable satisfaction of the Division. The Division may review the Agency's records to
assure compliance with the approved Revenue Program at any time during the useful life of the Project.
SECTION 9. USER CHARGE SYSTEM.
The Agency shall adopt and maintain in effect a user charge system which at all times complies with the
requirements of Section 204(b)(1) of the federal Clean Water Act and applicable federal and state rules,
regulations and guidelines.
SECTION 10. OPERATION AND MAINTENANCE; INSURANCE.
The Agency agrees b} properly staff, operate and maintain all portions ofthe Project during its useful life in
accordance with all applicable state and federal laws, rules and regulations.
The Agency will procure and maintain orcause b) bemaintained insurance onthe System with
responsible ineunmrs, oras part ofa reasonable system of self-insurance, in such amounts and against
such risks (including damage hJordestruction ofthe System) as are usually covered inconnection with
systems similar tothe System. Such insurance may be maintained by the maintenance of a self-insurance
plan so long as any such plan provides for(i)the establishment by the Agency of a separate segregated
self-insurance fund funded in an amount determined (initially and on at least an annual basis) by an
independent insurance consultant experienced in the field of risk management employing accepted
actuarial techniques and (ii) the establishment and maintenance of a claims processing and risk
management program.
City of Redland
Agreement No.: O1-821-55O-A1
4SAProiectNo.: C-08-4800'110
Page 5of8
EXHIBIT A--SCOPE {}FWORK
In the event of any damage to or destruction of the System caused by the perils covered by such
insurance, the net proceeds thereof shall be applied tothe reconstruction, repair orreplacement ofthe
damaged ordestroyed portion ofthe System. The Agency shall begin such reconstruction, repair or
replacement as expeditiously as possible, and shall pay out of such net proceeds all costs and expenses
in connection with such n000nmtruct|on, repair orreplacement mo that the same shall be completed and the
System shall befree and clear ofall claims and liens. |fsuch net proceeds are insufficient Loenable the
Agency bJpay all remaining unpaid principal portions ofthe Installment Payments, the Aoenuyshall
provide addib0na|funds bJrestore or replace the damaged pn�ions0fthe System.
~
GECT|ON11. USEFUL LIFE DFPROJECT.
For purposes of this Agreement, the parties agree that the useful life of the Project iootleast 2Uyears
from and after Project Completion.
SECTION 12. AWARD C)FCONSTRUCTION CONTRACTS; NOTIFICATION OFAWARD AND
INITIATION 0FCONSTRUCTION.
(A) The Agency agrees to award the prime construction contract within 180 days (six months) after
issuance ofthe Agreement. Anextension may begranted bythe Division.
(B) The Agency agrees to promptly notify the Division in writing both of the award of the prime
construction contract for the Project andof|nihationofConstrucUonoftheProject. ThaAgenoy
has established Nuvennber30. 2OO4aothe {�omp|edonof{�onstructiondate. The Aoencyagrees
honnakeaUreasonable efhrdstoconnp|ebaconstruction insubstantial conformance -iththe terms
ofthe contract bythis date. Such date shall bebinding upon the Agency unless modified in
writing bythe Division upon ashowing ofgood cause bvthe Agency. Extension ofthe Completion
ofConstruction date bythe Division shall not beunreasonably withheld.
SECTION 13. CONSTRUCTION ACTIVITIES; NOTIFICATIONS; PROTECTION DF
ARCHEOLOGICAL AND HISTORICAL RESOURCES,
(A) The Agency agrees tnpromptly notify the Division inwriting of:
(1) Any substantial change in scope of the Project. The Agency agrees that no substantial
change inthe scope ofthe Project will beundertaken until written notice ofthe proposed
change has been provided to the Division and the Division has given written approval for
such change;
(2) Cessation ofall major construcUonw0rkontheP jectwhepesuchceGsationofvvorkim
expected to or does extend for aperiod of3Odays ormore;
<3\ Any circumstance, combination of circumstances, or condition, which is expected toor
does delay Completion of Construction for a period of 90 days or more beyond the
estimated data of Completion of Construction previously provided to the Division;
(4) Discovery of any potential archeological or historical resource, Should a potential
archeological or historical resource be discovered during construction of the Project, the
Agency agrees that all work in the area of the find will cease until a qualified archeologist
has evaluated the situation and made recommendations regarding preservation ofthe
resource, and the Division has determined what actions should be taken to protect and
City ofRedlands
Agreement No.: O1-821-55O-A1
#SA Proiect No.: C-06-4800-115
Page Sof8
EXHIBIT A--SCOPE OFWORK
preserve the resource. The Agency agrees to implement appropriate actions as directed
by the Division; and
(5) Completion ofConstruction ufthe Project, andaotua| Project Completion.
SECTION 14. PROJECT ACCESS.
The Agency agrees to insure that the SWRCB, or any authorized representative thereof, will have suitable
access tothe Project sibsataUreaoonab|etirngsdur\ngP jectconotructionandthen*aftarforthebarmof
the Obligation.
SECTION 15, PROJECT COMPLETION; INITIATION OFOPERATIONS.
Upon Completion of Construction of the Project, the Agency agrees to expeditiously initiate Project
operations, The Agency has established September 3O. 2OO4osthe estimated Project Con>p|eUondabs.
The Agency agrees tomake all reasonable efforts tomeet the date auestablished. Such date shall be
binding upon the Agency unless modified in writing by the Division upon a showing of good cause by the
Agency. Extension of the Project Completion date by the Division shall not be unreasonably withheld.
SECTION 16. WASTEWATER CAPITAL RESERVE FUND.
The Agency agrees to establish and maintain a Wastewater Capital Reserve Fund (WCRF) for expansion,
major nepair, or replacement ofthe wastewater facilities and to maintain the VVCRF for the term of the
Agreement. TheVVCRF shall be maintained in compliance with the"Policy for Implementing The 8toha
Revolving Fund for Construction of Wastewater Treatment Facilities" in effect at the time the Agreement is
signed by the Authorized Representative of the Agency. The Agency agrees to submit a report on WCRF
activities and status five (5) years after the date of the final revenue program approval by the Division.
Updated WCRF reports will be submitted every five (5)years thereafter until all Installment Payments and
'
Additional Payments hereunder have been fully discharged. Thereafter, the WCRF will no longer be
subject to the requirements of this Agreement or the above referenced policy. Certification by legal
counsel ofunused bonding capability for the wastewater enterprise may beused tVoffset required cash
deposits tothe VVCRF.
SECTION 17. CONTINUOUS USE {}FPROJECT; LEASE 0RDISPOSAL [>FPROJECT.
The Agency agrees that, except as provided in the Agreement, it will not abandon, substantially
discontinue use of. |eaoe, or dispose of the Project or any aigDificant part or portion thereof during the
useful life of the Project without priorxVhtten approval of the Division. Such approval may be conditioned
as determined to be appropriate by the [Jiv{si0n, including o condition requiring repayment ofall or any
portion 0fall remaining funds covered by this Agreement together with accrued interest and any penalty
assessments which may be due.
SECTION 18. REPORTS.
The Agency agrees bJexpeditiously provide, during construction ofthe Project andUlereafterdVhnQthe
useful life of the Project, such reports, data, and information as may be reasonably required by the
Oivision, including but not||rnib*d to material necessary or appropriate for evaluation of the CVV8RF
Program or to fulfill any reporting requirements of the federal government.
City ofRedlands
Agreement No.: 01-821-550-01
4-SA Proiect No.: C-06-4800-115
Page 7of8
EXHIBIT A--SCOPE OFWORK
SECTION 19, RECORDS.
(A) Without limitation of the requirement to maintain Project accounts in accordance with generally
accepted accounting principles the Agency agrees to:
(1) Establish anofficial file for the Project vvhichshg|| gdgquatek/dooument all significant
actions relative bJthe Project;
(2) Establish separate accounts which will adequately and accurately depict all amounts
received and expended onthe Project, inc|udingaUansistonmsfundsremeivedunderthis
Agreement;
(3) Establish separate accounts which will adequately depict all income received which is
attributable to the Project, specifically including any income attributable to assistance
funds disbursed under this Agreement;
(4) Establish an accounting system which will accurately depict final total costs of the Project,
including both direct and indirect costs;
(5) Establish such accounts and maintain such records as may be necessary for the State to
fulfill federal reporting nequirements, including any and all reporting requirements under
federal tax statutes orregulations; and
(G) If Account is used b the Agency for any phase ofthe Project, other than for
planning, design and construction engineering, and administration provided for by
allowance, accounts will be established which reasonably document all employee hours
charged to the Project and the associated tasks performed by each employee. Indirect
Force Account costs may be paid with prior written approval by the Division of the
Agency's indirect cost proposal.
(B) The Agency shall be required to maintain books, records, and other material relative to the Project
inaccordance with generally accepted accounting standards. The Agency shall also berequired
to retain such books, records, and other material for each subcontractor who performed work on
this project for a minimum of thirty-six years after Project completion. The Agency shall require
that such books, records, and other material shall be subject otall reasonable times toinspection,
copying, and audit bythe SVVF\CB and bvstate auditors orany Project Representatives thereof.
(C) The Agency shall retain its Project recondsforern|nimurnofthidy-sixyoaraafterPnojeot
completion and for such longer period as may be required for the Gbahs to fulfill federal reporting
requirements under federal tax statues and regulations. All Agency records relative h}the Project
shall be subject atall reasonable times bJinspection, copying, and audit bvthe SVVRCBand state
auditors orany Project Represenb8tivethereof.
SECTION 20. FINAL PROJECT REPORTS; AUDIT.
(A) Within 90 days after Project Completion, the Agency agrees to submit to the Division a final
Project summary report which briefly describes the Project aacompleted. its features, estimated
capacity, and apparent treatment capability. The report shall note any unusual operational
problems that have been encountered and shall indicate whether the Agency expects to be able to
certify that the Project rneetsapp||oab|edes|gnspecifioadonamndeOluentUmnhationsoMeyear
after Project Connp|etiun,
City ofRedlands
Agreement No.: O1-821-5bO-AY
4S4 Proiect No.: C-O8-48OO-11O
Page 8of8
EXHIBIT A--SCOPE DFWORK
(B) Within 120days after Project Completion, the Agency agrees tnprovide b/the Division afinal cost
summary report on the Project, The summary shall include aie nn|ninnurn, a statement of:
(1) Total Project Costs;
(2) Total Project C0stsvvhichare eligible for financing assistance under this Agreement;
(3) The total amount ofassistance funds received;
(4) The amount of interest earned, if any, on assistance funds before disbursement on
account ofincurred Project costs. If no interest has been eerned, this fact shall be
expressly stated.
(5) The report shall beaccompanied bysuch other financial information asmay be
reasonably required by the Division to verify Agency entitlement to financial assistance, to
assure program integrity of the CWSRF Program, and to comply with any federal
requirements. The report shall be certified as correct by a duly Authorized Representative
nfthe Agency.
(C) The Division, at its option, may call for an audit of financial information relative to the Project,
where the Division determines that an audit is desirable to assure program integrity or where such
anaudit becomes necessary because uffederal requirements. Where such mnaudit iscalled for,
the audit shall be performed by a certified public accountant independent of the Agency and at the
cost ofthe Agency. The audit shall beinthe form required bythe Division.
(D) Audit disallowances will bereturned back tothe SVVRCB.
SECTION 21. NOOBLIGATION {}FTHE STATE.
Any obligation of the SWRCB herein contained shall not be an obligation, debt or liability of the State and
any such obligation shall be payable solely out of the moneys in the CWSRF made available pursuant to
this Agreement.
City ofRedlands
Agreement No.: 01-821-550-01
tSAProiect Nn.: C-O0-480O-11O
Page 1uf5
EXHIBIT 8-- BUDGET DETAIL AND PAYMENT PROVISIONS
SECTION 1. ESTIMATED COST OFPROJECT.
The estimated reasonable cost of the total Project at the time of SWRCB Approval, including associated
planning and design ooeta, iatwenty two million one hundred ninety five thousand four hundred forty seven
dollars ($22,195,447).
SECTION 2. ASSISTANCE AMOUNT AND FINANCING PROVISIONS.
Section 2.1. Project Funds; Repayment fromInstallment Payments.
Subject to the conditions and in accordance with the terms of this Agreement, the
GVVRCBhereby agrees toprovide the Project FundoandtheAganoyherebyaQnseoto
accept the Project Funds in the maximum principal component, of Seven Million Eight
Hundred Fifty One Thousand Eighty Four dollars ($7,851,084) and to repay the Project
Funds inInstallment Payments oteninterest rate oft*eone and one half percent (Z.5.04)
per annum aoset forth inExhibits Band | attached hereto. The Agency also
agrees to pay a Service Charge at the rate of one percent(11%) per annum as set
forth in Exhibits B and I attached hereto. The Agency agrees that it shall not be
entitled to interest earned on un-disbursed project funds. Upon execution of this
=y.co/.mu, v.eovvnCo s//ax encumber an amount equal to the Obligation. The Agency
hereby agrees to pay Installment Payments solely from Net Revenues and/or other
amounts legally available hothe Agency. Interest and Service Charges onany funds
disbursed tothe Agency shall begin toaccrue asofthe date ofeach disbursement. The
combined rate on these charges shall be two and five tenths percent(2.5%) Pe
annum as set forth in Exhibits B and I attached hereto. This rate is based on the sale
of State General Obligation Bonds held on April 24, 2003, and is set when the Agreement
is certified to the Agency.
Section 2.2. Purchase and Sale ofProject,
The Agency hereby sells tothe 8VVRC8and the GVVR(}Bhereby purchases from the
Agency the Project. Simultaneously therewith, the Agency hereby purchases from the
8VVRCB. and the GVVRCBhereby sells tothe Agency, the Project inaccordnnoevviththe
provisions ofthis Agreement. All right, title and interest inthe Project shmUimrnediate|y
vest in the Agency on the date of execution and delivery of this Agreement without further
action onthe part ofthe Agency orthe SVVRC8.
Section 2.3. Amounts Payable bythe Agency.
(A) Installment Payments. Repayment ofthe Project Funds, together with all interest accruing
thereon, repaid in annual installments
commencing onthe date that |s one year after Completion ofConstruction, and shall be
fully amortized not later than 2Oyears after Completion ofConstruction.
The repayment amoun Installment Payment imbased onastandard fully amortized
assistance amount with equal annual repayments. The remaining balance is the previous
balance, | the disbursements, p| the d interest and Service Charge on both.
�
City of Redland
Agreement No.: O1-821-55D-Ai
4SAProiecit No.: C-OO-48OO-11U
Page 2of5
EXHIBIT B-- BUDGET DETAIL AND PAYMENT PROVISIONS
Upon Completion of Construction and submission of necessary reports, the Division will
prepare an appropriate SRF Installment Sales Agreement Payment Schedule and supply
the same tothe Agency. The SRF Installment Sales Agreement Payment Schedule may
be amended as necessary to accurately reflect amounts due under this contract. Any
amended SRF Installment Sales Agreement Payment Schedule which is necessary will
beprepared bythe Division and furnished tothe Agency.
The Agency agrees to make each installment payment on or before the due date therefor.
A ten-day grace period will be allowed. A penalty in the amount of one-tenth of one
percent(0.1%) of the amount due will be due for each day of nonpayment. For purposes
of penalty assessment, repayment will be deemed to have been made if repayment is
deposited in the U.S. Mail within the grace period with postage prepaid and properly
addressed. Any penalties assessed will not be added to the assistance amount balance,
but will be treated as a separate account and obligation of the Agency. The interest
penalty will beassessed from the repayment due date,
The Agency as a whole is obligated to make all payments required by this contract to the
SVVRCB, notwithstanding any individual default by its constituents or others in the
payment to the Agency of fees, charges, taxes, assessments, tolls or other charges
("Charges") levied or imposed by the Agency. The Agency shall provide for the punctual
payment to the SWRCB of all amounts which become due under this contract and which
are received from constituents or others in the payment to the Agency. In the event of
failure, neglect or refusal of any officer of the Agency to levy or cause to be levied any
Charge to provide payment by the Agency under this contract, to enforce or to collect
such Charge, or to pay over to the SWRCB any money collected on account of such
Charge necessary to satisfy any amount due under this contract, the SWRCB may take
such action in a court of competent jurisdiction as it deems necessary to compel the
performance of all duties relating to the imposition or levying and collection of any of such
Charges and the payment of the money collected therefrom to the SWRCB. Action taken
pursuant hereto shall not deprive the SVVRCBof, orlimit the application of, any other
remedy provided by law orbythis contract.
Attached aeExhibit | is aSRF Installment Sales Agreement Payment Schedule based on
the provisions ofthis section and anestimated disbursement schedule. SRF Installment
Sales Agreement Payment Schedule will be revised based on actual disbursements
following Completion of Construction.
Each Installment Payment shall be paid by check and in lawful money of the United
States of America.
(B) Project Costs, The AVencyagrees tupay any and all costs connected with the Project
including, without limitation, any and all Project Cogts. |ftheProject Funds amenot
sufficient t¢ pay the Project Costsinfu||. theAoencyshGUnnnethe|essuomnp|etethe
Project and pay that portion ofthe Project Costs iDexcess ofavailable Project Funds. and
shall not be entitled b3any reimbursement therefor from the SVVRCB.
(C) Additional Payments, In addition to the Installment Payments required to be made by the
Agency, the Agency shall also pay to the SWRCB the reasonable extraordinary fees and
expenses ofthe SVVRCB. and ofany assignee ofthe SVVRCB'sright, title and interest in
and b)this Agreement, in connection with this Agreement, including all expenses and fees
of accountants, trustees, attorneys, litigation costs, insurance premiums and all other
extraordinary costs reasonably incurred bythe SVVRCB orassignee ofthe SVVRCB,
City ufRedlands
Agreement No.: 01-821-550-01
#SA Proiect No.: C'O0-48OO-i1O
Page 3of5
EXHIBIT B-- BUDGET DETAIL AND PAYMENT PROVISIONS
Additional Payments shall bebilled buthe Agency bvthe SVVRCBfrom time totime,
together with a statement executed by a duly authorized representative of the SWRCB,
stating that the amounts billed pursuant to this section have been incurred by the SWRCB
orits assignee for one ormore ofthe above items and acopy ofthe invoice orstatement
for the amount ooincurred orpaid. Amounts gobilled shall bepaid bythe Agency within
thirty(30) days after receipt ofthe bill bvthe Agency.
(D) The Agency may without penalty prepay all orany portion ofthe outstanding principal
amount ofthe Obligation provided that the Agency shall also pay atthe time ofsuch
prepayment all accrued interest on the principal amount prepaid through the dohm of
prepayment.
Section 2.4. Obligation Absolute, The obligation ofthe Agency bzmake the Installment Payments and
other payments required to be made by it under this Agreement, solely from Net
Revenues, is absolute and unconditional, and until such time as the Installment Payments
and Additional Payments have been paid in full, the Agency shall not discontinue or
suspend any Installment Payments or other payments required to be made by it
hereunder when due, whether or not the System or any part thereof is operating or
operable orhas been completed, or its use iosuspended, interfered with, reduced or
curtailed or terminated in whole or in part, and such Installment Payments and other
payments shall not be subject to reduction whether by offset or otherwise and shall not be
conditional upon the performance or nonperformance by any party of any agreement for
any cause whatsoever.
Section 2.5. Disbursement ofProject Funda; Avaiiabi|ityofFundo.
(A) Except as may be otherwise provided in this Agreement, disbursement of Project Funds
will bemade as follows:
(1) Upon execution and delivery ofthis Agreement, the Agency may request
immediate disbursement ofany incurred planning and design allowance ua
specified inExhibit/\from the Project Fundsthroughaubmiasiontothe8VVRCB
ofthe Disbursement Request Form 280. orany amendment thereto, duly
completed and executed.
(2) Additional Project Fundexvi|| baprompUydisburaedtotheAoancyuponnsmaiptof
Disbursement Request Form 260, or any amendment thereto, duly completed
and executed bythe Agency for incurred costs consistent with this Exhibit.
Disbursement shall not bemade more frequently than once a month. The Agency
agrees that/twill not request disbursement for any Project CostVnti| suohuost
has been incurred and is currently due and payable bythe Agency, although the
actual payment ofsuch cost bythe Agency i$ not required asscondition of
disbursement request. Notwithstanding any other provision ofthis Agreement, no
disbursement shall be required at any time or in any manner which is in violation
of or in conflict with federal or state |avva, ru|em, or regulations.
(B) The 8VVRCB'sobligation todisburse Project Funds |s contingent upon the availability of
sufficient funds hlpermit the disbursements provided for herein, |fsufficient funds are not
available for any reason, including but not limited to failure of the federal or State
government to appropriate funds necessary for disbursement of Project Funds, the
SWRCB shall not be obligated to make any disbursements to the Agency under this
City of Redlands
Agreement No,: 01-821-550-01
ASA Proiect No.: C-OU-48OO-11O
Page 4of5
EXHIBIT B--BUDGET DETAIL AND PAYMENT PROVISIONS
Agreement. This provision shall be construed as a condition precedent to the obligation of
the 8VVPlCB to make any disbursements under this Agreement. Nothing in this
Agreement shall be construed to provide the Agency with a right of priority for
d--�bunsementover any other agency. |fany disbursements due the Agency under this
contract are deferred because sufficient funds are unavailable, such disbursement will be
made tuthe Agency when sufficient funds dobecome available.
SECTION 3. WITHHOLDING OFDISBURSEMENTS.
Section 3.1. The SWRCB may withhold all or any portion of the funds provided for by this Agreement
inthe event that:
(A) The Agency has materially violated, orthreatens to materially violate, any berrn, provision,
condition, orcommitment ofthis Agreement;
(B) The Agency fails to maintain reasonable progress toward completion of the Project; or
(C) An acceptable Revenue Program is not submitted at the time of 90 percent disbursement
offunds provided for bythis Agreement.
SECTION 4. PLEDGE AND LIEN C}FNET REVENUES; RATES, FEES AND CHARGES;
AD[)|T|ONALPAYW1ENT&
Section 4.1. Establishment of Enterprise Fund. In order to carryout its obligation to pay the
� � Installment Payments, Additional Payments and, where applicable, System Obligations,
tath��i�ah�Uesbab|i�handrneintsinth� Enherph�eFund
th�Ag�noyagna��und covenants .
All Revenues received shall be deposited when and as received in trust in the Enterprise
Fund.
Section 4.2. Pledge ofNet Revenues, The Net Revenues are hereby pledged and asecurity interest
granted thereininordertoeecunsthepaymentof|nsbaUmentPoynnenhaondAddiUona|
Payments. The Net Revenues inthe Enterprise Fund shall besubject tothe lien ofsuch
pledge without any physical delivery thereof orfurther act, and the lien nfsuch pledge
shall be valid and binding as against all parties having claims of any kind in tort, contract
orotherwise against the Agency.
Section 4.3. Application and Purpose of the Enterprise Fund. Subject to the provisions of any
outstanding System Obligations, money ondeposit|nthe Enterprise Fund shall boapplied
and used first, to pay Operations and Maintenance Costs, and thereafter, all amounts due
on Installment Payments, Additional Payments and System Obligations due. After
making all payments hereinabove required to be made in each Fiscal Year, the Agency
may expend in such Fiscal Year any remaining money in the Enterprise Fund for any
lawful purpose nfthe Agency, including payment ofsubordinate debt,
Section 4.4. Rates, Fees and Charges, The Agency agrees, b)the extent permitted bylaw, tofix,
prescribe and collect rates, fees and charges for the System during each Fiscal Year
which are reasonable, fair and nondiscriminatory and which will be at least sufficient to
yield during each Fiscal Year, Net Revenues equal to the Installment Payments,
Additional Payments and debt service on System Obligations for such Fiscal Year. The
Agency may make adjustments from time bztime \nsuch fees and charges and may
make such classification thereof asitdeems necessary, but shall not reduce the rates,
'
City of Redlands
Agreement No.: O1-821-55O-Q1
4-S4 Proiect No.: C-OG-48OO-11O
Page 5uf5
EXHIBIT 8--BUDGET DETAIL AND PAYMENT PROVISIONS
fees and charges then |neffect unless the Net Revenues from such reduced rates, fees
and charges will at all times be sufficient to meet the requirements of this section.
Section 4.5. Future Local Debt. All future debt incurred bythe Agency shall beonparity with, or
subordinate to, the Obligation.
SECTION 5. FINANCIAL MANAGEMENT SYSTEM AND STANDARDS.
The Aoenoyagrees toconnp|yvvithfederal standards for� management
agrees
-that, ataminimum, its fiscal control and accounting procedures will besufficient hopermit
preparation of reports required by the federal government and tracking of Projectfundotoo |eve|of
expenditure adequate toestablish that such funds have not been used inviolation offederal orstate law
orthe terms ofthis Agreement. Tothe extent applicable, the Agency agrees tobebound byand to
comply with, the provisions and requirements ofthe federal Single Audit Act of1984 (Pub. L.98-502)
Office ofManagement and Budget([)yWB) Circular No. 4,133. and updates orrevisions, thereto.
SECTION 6. ACCOUNTING AND AUDITING STANDARDS.
The Agency will maintain separate Project accounts inaccordance with generally accepted accounting
principles. The contractor shall comply with "Standards for Audit of Governmental Organizations,
Programs, Activities and Functions" promulgated by the U.S. General Accounting Office. (4UCFR§
353135(|).)
SECTION 7. BUDGET.
Budget costs are contained in the Approval to Award Letter(s) (or engineer's estimates)which is attached
hereto and referenced as Exhibit E.
'
City ofRedlands
Agreement No.: O1-821-55O-A1
A&\ Proiect No.: C-Q6-48U041U
Page of
EXHIBIT
SRF INSTALLMENT SALES AGREEMENT PAYMENT SCHEDULE
State of California -State Water Resources Control Board Date: 10128/2009
State Revolving Fund Payment Schedule Agreement Amount: 7,851,084
Recipient: Redlands,City of Interest rate: 1.500%
Project No.: C-06-4800-110 Service charge rate: 1.000%
Agreement No.: 01821-550-0 Term: 20
Construction Period Interest(CPI) Annual
Disbursement/ Beginning Draw Amount Amt.Trans. Interest Principal Interest Service Charge Total Ending
Date Payment No. Balance Amount Accrued to Principal Accrued Paid/Due Paid/Due Paid/Due Payment Balance
12-Jan-2004 Disbursement 0-00 5,058,070.00 0.00 ------- -------------------- ---------- 5,058,070.00
—---------------
10-Feb-2004 Disbursement 2 5,058,070.00 736,660.00 9,835.141111_. 5,794,730.00
24-Mar-2004 Disbursement 3 5,794,730.00 969,683M 17,706,12____ 6,764,413.00
................. 7,851,084.00
25-May-2004 Disbursement 4 61111 1111_ ,764,41100 1,086,671.00 28,65481 .........
—----------- --------
30-Jun-2004 End FY 7,851,084-0019,082.50 ------ —------ 7,851,084.00
...........
30-Nov-2004 Const Compl, 7,851,084.00 81,782.13 157_ 1111 ,060,69 -------------- 8,008,144.69
30-Nov-2004 Repayment 0 8,GO8,144,69 0.00 OM OM `0 DD 0.00 8,008,14,f69
----------------------------------- ...........------------I-
1111_-.
29-Jun-2005------------------ Repayment Pref 8,008,144�69 116,229,32 2235,757.19 116,229.32 OM.. 2,351,986.51 5,772,387.50
--'-- ..... ...... . ...
1111
30-Nov-2005 Repayment 1 5,772,387.50 _-1111 60,529M 304,509,03_ 1111_ 60,529.901111_- 0.00 365,038.93 5,467,878,47
1 1111
30-Nov-2006 1 11-1.1111_1 R I e I pa 11 yment 2 5,467,878.47 136,696.96 228,341.97 136,696.96 0.00 365,03&93 5,239,536.50
--1111_ 1111 _-
30-Nov-2007 Repayment 3 5,239,536,50 130,988,41 234,050.52 130,988.41 0-00 365,038M 5,005,485.98
............. -�,-11...�����-��l.------ .......... ------ ------ ............. -------------
30-Nov-2008 Repayment 4 5,005,485.98 125,137.15 239,901.78 125,137.15 0.00 365,038.93 4,765,584,20
-------------- -----------......---
1111._
30-Nov-2009 Repayment 6 4,765,584.20 71_ 1111,48376 245,899.331111
71,48336 47,655.84 365,038.93 4,519,684.87
....................-11111 ---------- ---- ----------- ----------------
30-Nov-2010 Repayment 7 4,519,684-87 67,795.27 252,046 81 67,795-27 45,196.85 365,038.93 4,267,638.06
---------- —----------------------------
-------------------- --------- 38.93 4,009,290.08
30-Nov-2011 Repayment 8 4,267,638-06 64,014.57 258,347.98 64,014-57 42,676-38 365,0
------ ...... .......... ----------------- —-------------------------------------------
30-Nov-2012 Repayment 9 4,009,290.08 60,139.35 264,806.68 60,139.35 40,092.90 365,03&93 3,744,483.40
............... 3,473,056.55
.......... -----------------------
30-Nov-2013 Repayment 10 3,744,48140 56,16715 271,426.85 56,167.25 37,444.83 365,03893
......-------—
30-Nov-2014 Repayment 11 3,473,056,55 52,095.85 278,212.51 52,09&85 34,730-57 365,0
38-.--9--3----
3,194,844.04
1111 _
-- . ...- -- -
_ 1111 1111_-30-Nov-2015 Repayment 12
3,194,844.04 47,922.66 285,167.83 47,922.66 31,948.44 365,038.93 2,909,676.21
----------- 2,617,379,18
30-Nov-2016 Repayment 13 2,909,676.21 43,64514 292,297.03 43,645.14 29,096.76 365,038,93
----------- ------------------
1111._
30-Nov-2017 Repayment 14 2,617,379.18 39,260.69 299,604.45 39,260.69 26�17179 366,038,93 2,317,774.73
------- -------........ 680.17
30-Nov-2018 Repayment 15 2,317,77433 34,766,62 307,094.56 34,76&62 23,177.75 365,038.93 2,010
31 01-NoIv-1 201 11 9 Repayment1-6---1. 2,010,680.17 30,16020 314,771-93 30,160.20 20,106.80 36503--8---9-3----
1,695,90814
- .. . -- --- ,_-
30-Nov-2020 Repayment 17 1,695,908-24 25438.62 322,6411111 _� .23 25,438.62 16,959-08 365,038.93 1,373,267.01
.
- 1111 30-Nov-2021 Repayment 18 1,373,267.01 20,599,01 330,70715 20,599.01 13,732.67 365,038 93 1,042,55976
---------------- ------- ---- -------
365,03&93 703,5MM
30-Nov-2022 Repayment 19 1,042,559.76 15,638.40 338,974.93 15,638.40 10,425M ---
.............1-1.1-111-----......----_—--------------------------- ----------
30-Nov-2023 Repayment 20 703,584.83 10,553.77 347,449.31 10,553.77 7,035.85 365,03&93 356,135.52
............... ------------ ............----
-2024 Repayment 21 356,135,52 5,342M 356,135.52 5,342-03 3,561.36 365,038.91 OM
30-Nov ---------- -----------------------
---------------
7,851,084.00 157,06010 157,060.69 1,214,604.93 8,008,144.69 1,214,604.93 430,015.47 9,662,765.09
Outstanding Disbursement Balance: 0.00
Page I of I