HomeMy WebLinkAboutContracts & Agreements_165-2014_CCv0001.pdf MEASURE I VALLEY FREEWAY INTERCHANGE PROGRAM
TERM LOAN AGREEMENT
(Policy 40005 VFI 23-2)
(CITY OF REDLANDS PROJECT)
This Term Loan Agreement, nominally dated OCTOBER 1 , 2014, is entered
into on the Effective Date by and between the City of Redlands, a California municipal
corporation (Borrower) and the San Bernardino County Transportation Authority (Lender).
Borrower and Lender may, from tune to time in this Agreement,be referred to individually
as a"Party" and collectively as die "Parties.
RECITALS
A. On December 5,2012, Lender's Board of Directors established a Development
Mitigation Fair Share Loans and Loan Repayment program under Valley Freeway
Interchange Program Measure I Strategic Plan Policy 40005, sub-policy VFI-23.
B. On February 5, 2014, Borrower and Lender entered into Contract No. R14088 setting
forth the funding and od-ier obligations of Borrower and Lender for all phases of the
Interstate 10/University Street Interchange Project in the City of Redlands.
C. Under Contract No. 814088 Borrower is obligated to fund its Local Share of estimated
Project Costs (defined below) in an amount not to exceed $1,012,900.
D. Borrower has requested that Lender loan Borrower two-thirds of its estimated Local
Share of Project Costs (under the terms of sub-policy VFI-23-2)in an amount not to exceed
$675,267.
In consideration of the mutual covenants and agreements contained herein, and
other good and valuable consideration, the receipt of which is acknowledged by the Parties
to this Agreement,it is agreed as follows:
ARTICLE ONE--DEFINITIONS
The following terms used in this Agreement shall have the meanings set out below and these
definitions shall be applicable to both the singular and plural forms of the defined terms:
Agreement means this Term Loan Agreement, nominally dated OCTOBER 1 12014,
entered into between Borrower and Lender,as it may be amended from time to time.
I I July 7, 2014 C14147
Agreement Termination Date means the date as described in Section 3.9.
Borrower means the City of Redlands, a California city and municipal corporation.
Collateral means Borrower's Uncommitted Development Impact Fees,Valley Major Street
Program—Arterial Sub-Program Funds, and Borrower's Local Street Program Pass-Through
Funds up to the Loan Amount,as more fully described in Exhibit"A". Borrower's Local
Street Program Pass-Through Funds in excess of the Loan Amount are not Collateral.
Contract No. R14088 means the Contract between the City of Redlands and the San
Bernardino County Transportation Authority for the Preliminary Engineering and
Environmental Document, Plans Specifications and Estimate, Right-of-Way, and
Construction of Interstate 10/University Street Interchange Project.
Cost Buy-Down for Project means Federal, State or other funds,besides Local Share and
Public Share funds,which buy down the Project Costs pursuant to Valley Freeway
Interchange Policy 40001 IV. I. 1,after which the Local Share and Public Share are applied.
Development Impact Fees or DIF means the revenues generated by Borrower's locally-
adopted development financing mechanism to mitigate development's impacts on
transportation by making fair share contributions for transportation facilities needed as result
of development,as required by Measure 1,including without limitation proceeds from a
Community Facilities District or other development-based sources.
Development Mitigation Annual Report means the annual report prepared by local
jurisdictions in the urbanized areas of San Bernardino County as part of the SANBAG
Development Mitigation Program that provides information on what development has
occurred, the arnount of development mitigation revenue collected and the amount of
development mitigation revenue expended on projects contained in the Nexus Study.
Draw means an advance made by Lender from Borrower's Measure I Valley Major Street
Program—Arterial Sub-Program Funds in order to pay for Borrower's Local Share of
Project Costs as part of the Loan Amount.
Effective Date means the date this Agreement is executed by Lender.
Lender means the San Bernardino County Transportation Authority.
Lien means any voluntary or involuntary security interest,mortgage, pledge, claim, charge,
encumbrance, intra-fund borrowing commitment, covering all or any part of the Collateral.
Loan Amount means the total amount of all Draws outstanding and unpaid by Borrower,
up to an amount not to exceed Six Hundred Seventy-Five Thousand,Two Hundred Sixty-
Seven Dollars ($675,267).
2 1 July 7, 2014 014147
Loan Due Date means the last day of the tenth (10th) year subsequent to the issuance of
the Notice of Completion for the Project.
Loan.Fee paeans Two-Thousand Seven Hundred Fifty Dollars ($2,750) payable by
Borrower to Lender for Lender's additional costs of administering the Term Loan.
Local Share means the sum of (1) Project Costs minus Cost Buy-Down for Project, times
the development contribution percentage set forth in the SANBAG Nexus Study (Seventeen
point nine percent(17.90/o));plus (2) one-hundred percent (100%) of SANBAG
management and oversight costs for the Project.The Local Share is estimated to be
$1,012,900.
Local Share Project Cost Deposit means one-third of the Local Share for the Project,
which is Three Hundred Thirty-Seven Thousand,Six Hundred Thirty-Three Dollars
($337,633).The funding source for the Local Share Project Cost Deposit is Development
Impact Fees.
Local Street Program Pass-Through Funds means the Measure I program in all subareas
that provides funds through a pass-through mechanism directly to local jurisdictions for
expenditure on street and road construction,repair,maintenance and other eligible local
transportation priorities including local streets,major highways, state highway
improvements, freeway interchanges, transit, and other improvements/programs to
maximize use of transportation facilities.
Measure I means the one-half of one percent ('/z%) retail transactions and use tax
statutorily dedicated to transportation planning, design, construction, operation and
maintenance only,in San Bernardino County as authorized by the San Bernardino County
voters'passage of Ordinance 89-01 in 1989 and reauthorized by the San Bernardino County
voters' passage of Ordinance 04-01 in 2004.
Nexus Study means that study approved by the SANBAG Board on November 6, 2013,
and updated every two years,which sets forth the Local Share percentages for transportation
improvements based on die estimates of Project Costs and the growth data provided by
local jurisdictions.
Person means a natural person or a corporation, government entity or subdivision, agency,
trust, estate,partnership, cooperative or association.
Project means the Intersate 10/University Street Interchange Project in the City of
Redlands, as more fully described in Contract No. 814088.
Project Costs means the total cost of the Project,which are estimated to be$5,200,000.
Project Phase means the Preliminary Engineering and Environmental Document, Plans,
Specifications and Estimate work, Right-of-Way work, or Construction work for the Project.
3 1 July 7,2014 C14147
Public Share means the share of Project Costs assigned as SANBAG's contribution
calculated as the Project Costs minus the Cost Buy-Down Funds and minus the Local Share
for the Project.
SANBAG rneans the San Bernardino Associated Governments, acting in its capacity as the
San Bernardino County Transportation Authority.
Term Loan means Lender's lending of money to Borrower under the terms of this
Agreement from the defined source of funds and for the defined purposes as more
specifically described in Article Two.
Uncommitted Development Impact Fees means those Development Impact Fees
received by or to be received by Borrower during the term of this Agreement that, as of the
Effective Date, Borrower has not previously committed to expend on the transportation
projects listed in Exhibit"B".
Valley Freeway Interchange Policy means the Valley Freeway Interchange (VFI) Program
Measure 12010-2040 Strategic Plan set forth in Policy 40005 adopted by the SANBAG
Board April 1,2009, as revised December S,2012.
Valley Major Street Program—Arterial Sub-Program means the Measure I program in
the Valley subarea that provides funds through an equitable share reimbursement
mechanism directly to local jurisidictions for expenditures incurred for components of any
arterial project listed within the first two years of their current Capital Project Needs
Analysis. For the purposes of this Agreement the Project must be included in the Capital
Project Needs Analysis.Amount of Valley Major Street Program—Arterial Sub-Program
funds available are determined by equitable share allocation amounts to individual local
jurisdications each fiscal year with a cumulative fund balance carried forward equal to the
amount for which the local jurisdication has not sought reirnbursement..
ARTICLE TWO TERM LOAN
2.1 Term Loan. On the terms and conditions set forth herein,Lender hereby agrees to lend
the Loan Amount to Borrower for the purpose of assisting Borrower in satisfying its
obligation to pay its Local Share of Project Costs. On or before the Agreement Termination
Date (unless extended in accordance with Subarticle 3.7), Borrower promises to pay Lender
the principal sum of the Loan Amount.
2.2 Term Loan Draws. As the Project moves forward, SANBAG shall send an invoice to
Borrower,not more frequently than monthly,invoicing Borrower for two-thirds of
Borrower's Local Share of Project Costs incurred to date. Concurrently Lender shall make a
Draw in an amount equal to the invoiced amount. Each Draw shall become principal on the
Loan Amount,and the Valley Major Street Program—Arterial Sub-Program funds available
4 1 July 7, 2014 014147
to the Borrower shall be reduced by the amount of the Draw. The total of all Draws shall
not exceed the Loan Amount.
2.3 Source of Loan Draws. The sole source of any Draws shall be Borrower's Valley Major
Street Program—Arterial Sub-Program funds.
2.4 Use of Proceeds. pleasure I strictly limits the recipients of, the projects eligible for, and
the uses of Measure I proceeds,including Valley Major Street Program—Arterial Sub-
Program and Local Street Program Pass-Through Funds. Borrower understands and agrees
that Draws shall be credited toward Borrower's account with SANBAG for payment of
Borrower's Local Share of Project Costs,and Draws shall not be paid directly to Borrower,
Borrower's creditors,assigns, or any Person, and shall not be used for any purpose
unauthorized by Measure I.
ARTICLE THREE—GENERAL CREDIT PROVISIONS
3.1 Conditions Precedent. As conditions precedent to Lender making the Term Loan to
Borrower, Borrower shall:
3.1.1 Pay Lender the Loan Fee upon Borrower's execution of this Agreement;and
3.1.2 Not later than thirty(30) calendar days after SANBAG invoices Borrower for
the Local Share Project Cost Deposit,Borrower shall pay SANBAG the Local Share
Project Cost Deposit of$337,633, from Uncommitted Development Impact Fees or
other lawful,non-Measure I sources of funds.
3.1.3 Deliver to Lender a certified copy of a Resolution of Borrower's legislative
body: authorizing execution of this Agreement by Borrower's duly authorized
representative; and approving this Agreement.
3.2 Records of Draws. Draws shall be evidenced by entries in accounting records
maintained by Lender.
3.3 Collateral. Borrower shall grant Lender a fust priority Lien in the Collateral,as more
fully described in Exhibit"A". Borrower shall execute all such documents as Lender deems
useful or necessary from time to time to perfect and maintain its Lien in the Collateral.
3.4 Repgyment of Loan Amount.
3.4.1 Borrower shall repay the Loan Amount to Lender by the following means:
Not later than July 31 of each year after the fust Draw has been made by Lender, Borrower
shall transfer to Lender all Uncommitted Development Impact Fees collected by Borrower
in the prior Fiscal Year until the Loan Amount is paid in full.
5 1 July 7, 2014 C14147
3.4.2 Borrower shall commence repayment of the Loan Amount on the earlier of
the date Borrower receives Uncommitted Development Impact Fees or the date SANBAG
issues a Notice of Completion of the Project.
3.4.3 All payments of the Loan Amount received by Lender shall be entered in
SANBAG's records as a reduction of the Loan Amount.
3.5 Release of Valley Major Street Prograin--Arterial Sub-Program. Within thirty (30)
calendar days after Lender's receipt of a Term Loan payment from Borrower,Lender shall
release to Borrower Valley Major Street Program–Arterial Sub-Program Funds that have
been withheld as a Draw under Subarticle 2.2 in an amount equal to Borrower's Term Loan
payment.
3.6 Loan Due Date. The remaining balance of the Loan Amount shall be due and payable
upon the Loan Due Date.
3.7 Loan Extension. If the Loan Amount is unpaid ninety (90) calendar days prior to the
Loan Due Date and Borrower is not in breach of this Agreement, Borrower and Lender
shall negotiate in good faith an extension of the Loan Due Date as is necessary to enable
Borrower to repay the Loan Amount from Uncommitted Development Impact Fees.
3.8 Expiration of Measure I. If the Loan Amount is not paid in full as of two years before
the expiration of pleasure I due to insufficient Uncommitted Development Impact Fees
collected by Borrower,Borrower and Lender shall negotiate a Loan repayment plan using
Measure I Local Street Program Pass-Through Funds. If the Loan Amount is not paid in
full as of the expiration date of Measure I due to insufficient Uncommitted Development
Impact Fees collected by Borrower,Borrower's obligations to make any further Term Loan
payments shall cease, this Agreement shall terminate,Lender shall release its security interest
in die Collateral and Lender shall have no further obligation to pay Borrower its Measure I
Local Street Program Pass-Through Funds.
3.9 Agreement Termination. This Agreement shall terminate upon the earliest to occur of
1) repayment in full of the Term Loan;2) termination of the Agreement pursuant to Section
7.2;or 3) the expiration of pleasure I.
ARTICLE FOUR—REPRESENTATIONS AND WARRANTIES
Borrower represents and warrants that as of the Effective Date and the dates of each of the
Draws:
4.1 Authorization, Validity and Enforceability. The execution, delivery and performance of
this Agreement are within Borrower's powers,have been duly authorized, and are not in
conflict with Borrower's charter (if applicable), and this Agreement constitutes a valid and
binding obligation of Borrower, enforceable in accordance with its terms.
6 1 July 7,2014 C14147
4.2 Compliance with Applicable Laws. Borrower has complied with its charter (if
applicable),all laws, ordinances, and other governmental regulations now or later in force
and effect in entering into this Agreement.
4.3 No Conflict. The execution, delivery,and performance by Borrower of the terms of this
Agreement are not in conflict with any law,rule,regulation, order or directive, or any
indenture, agreement, or undertaking to which Borrower is a party or by which Borrower
may be bound or affected.
4.4 No Litigation. Claims or Proceedings.There is no litigation, claim, proceeding or dispute
pending, or to the knowledge of Borrower, threatened against or affecting the Collateral or
Borrower's ability to enter into this Agreement, except as disclosed in writing to Lender
prior to the Effective Date.
4.5 Correctness of Financial Statements. Borrower's Comprehensive Annual Financial
Report for Fiscal Year 2012/2013 which has been delivered to Lender fairly and accurately
reflects Borrower's financial condition as of June 30, 2013 and since that date, there has been
no material adverse change in Borrower's financial condition.
4.6 DIF Committed Projects list. Borrower represents and warrants to Lender that the DIF
Committed Projects, attached to this Agreement as Exhibit"B",is a true,correct and
complete listing of the projects for which Borrower has previously committed to expend
Development Impact Fees, and of the DIF amounts committed to those projects as ofthe
Effective Date of this Agreement.
4.7 Reaffirmation of Representations. Each Draw accepted by Borrower shall be deemed a
confirmation by Borrower that all representations and warranties contained herein or
otherwise made by Borrower to Lender are then accurate in all material respects as though
made on the date of such Draw.
4.8 Continuing disclosure.The Borrower shall notify the Lender of potential bankruptcies,
changes in general fund balances or revenues greater than 20% from the prior year,
operational changes that impact the Borrower's budget by greater than 20% and any new
debt issuances.
4.9 Title to Collateral. Except as disclosed to Lender pursuant to this Agreement,Borrower
has good and clear title to the Collateral, and the Collateral is not subject to any Liens.
ARTICLE FIVE AFFIRMATIVE COVENANTS
During the term of this Agreement and until its performance of all obligations to Lender,
Borrower promises and will:
5.1 Notice to Lender. Promptly give notice to Lender of:
7 1 July 7, 2014 C14147
5.1.1 Any litigation or threatened litigation or administrative or regulatory
proceeding arising out of or related to this Agreement;
5.1.2 Any Event of Default;and
5.1.3 Receipt of Uncominitted Development Impact Fees,including the sources and
amounts of the Uncommitted Development Impact Fees received.
5.2 Borrower grants Lender a first position security interest in the Collateral. Borrower shall
execute all such documents as Lender deems useful or necessary from time to time to
perfect and maintain its first position security interest in the Collateral.
5.3 Records. Maintain adequate books,papers,records, accounting records, files,reports,
and all other material relating to the Project and.the Development Impact Fees. Borrower
shall, upon request, make all such materials available to Lender or its designee at any
reasonable time during the term of the Contract and for three (3)years from the Agreement
Termination Date for auditing,inspection,and copying.
5.4 Five-Year Measure I Capital Project Needs Analysis Disclosure. Include in its Five-Year
Measure I Capital Project Needs Analysis the amount of this Loan, the use of the Loan
funds and the Borrower's plan for repayment of the Loan.
5.5 Five-Year Measure I CIP Disclosure. Include in its Five-Year pleasure I Capital
Improvement Plan the amount of this Loan,the use of the Loan funds, and Borxower's plan
for repayment of the Loan.
5.6 General Credit Provisions. Comply with and perforin all of Borrower's payment and
other obligations under Article Two -Term Loan, and Article Three- General Credit
Provisions.
5.7 Compliance with Laws. Comply with all laws, rules,regulations, orders or directives of
any governmental or regulatory authority and with all material agreements to which
Borrower is a party, that relate to or impact Borrower's performance under this Agreement.
ARTICLE SIX—NEGATIVE COVENANTS
During the term of this Agreement and until the performance of all obligations to Lender,
Borrower will not,without prior written consent of Lender:
6.1 Liens. Create,incur, assume or permit to exist any Lien, or grant any other Person or
entity a pledge,in any of the Collateral, except Liens in favor of Lender pursuant to
Subarticle 3.3.
6.2 Transfer of Collateral. Borrower covenants not to directly or indirectly assign, transfer,
pledge, convey, hypothecate or encumber the Collateral in whole or in part,voluntarily,by
operation of law,or otherwise without first obtaining the written consent of SANBAG.
8 1 July 7, 2014 C14147
SANBAG's exercise of consent shall be within its sole discretion. Any purported assignment
without SANBAG's prior written consent shall be void and of no effect, and shall constitute
a material breach of this Agreement.
6.3 Non-Assignment of Agreement. Borrower shall not assign flus Agreement in whole or
in part, voluntarily, by operation of law, or otherwise without first obtaining the written
consent of SANBAG. SANBAG's exercise of consent shall be within its sole discretion.
Any purported assignment without SANBAG's prior written consent shall be void and of no
effect, and shall constitute a material breach of this Agreement. Subject to the foregoing, the
provisions of this Agreement shall extend to the benefit of and be binding upon the
successors and assigns of the Parties.
ARTICLE SEVEN—EVENTS OF DEFAULT
7.1 Event of Default.
An event of default is any breach or default of any covenant, representation or warranty of
this Agreement which can be cured by the payment of money and which either Party does
not cure within a fifteen (15) calendar day period corrunencing on the date when such
amount was due and payable ("Monetary Event of Default"); or any other breach or default
("Non-Monetary Event of Default") by either Party of any covenant, representation or
warranty of this Agreement which is not a Monetary Event of Default or which is not
defined in this section and which the defaulting Party does not cure within a thirty (30)
calendar day period commencing on the date of dhe occurrence of the breach or default (the
"Applicable Cure Period"), or in the event such Event of Default cannot reasonably be
cured within such time, which the defaulting Party does not commence to cure within the
Applicable Cure Period and thereafter diligently and continuously proceed with such cure to
completion and complete the same within a period determined to be reasonable by the non-
defaulting Party.
7.2 Remedies. Upon the occurrence of any uncured Event of Default, the following shall
apply:
7.2.1 At Lender's sole discretion,Lender may take any or all of the following actions:
7.2.1.1 cease making further Draws;
7.2.1.2 at Lender's sole discretion withhold Valley Major Street Program–
Arterial Sub-Program Funds or Local Street Program Pass-Through Funds equivalent
to the Loan Amount outstanding at the time of Default;
7.2.1.3 terminate this Agreement,without further notice to Borrower;
7.2.1.4 pursue proceedings at law or equity to recover the Collateral or to
otherwise enforce the terms of this Agreement against Borrower;
July 7,2014 C14147
7.2.1.5 disqualify Borrower from further participation in SANBAG's
Development Mitigation Fair Share Loans and Loan Repayment program under
Valley Freeway Interchange Program Measure I Strategic Plan Policy 40005, sub-
policy VFI-23.1;
7.2.1.6 exercise any and all rights and remedies available at law or equity.
7.2.2 At Borrower's sole discretion, Borrower may take any or all of the following
actions:
7.2.2.1 terminate this Agreement,without further notice to Lender;
7.2.2.2 pursue proceedings at law or equity to enforce the terms of this
Agreement against Lender.
7.2.3 In the event of any litigation,whether in a court of lav,administrative hearing,
arbitration, or otherwise, arising from or related to this Agreement, the prevailing
Party shall be entitled to recover from the non-prevailing Party all reasonable costs
incurred, including staff time,court costs,attorneys' fees and all other related
expenses in such litigation.
ARTICLE EIGHT—GENERAL PROVISIONS
8.1 Notices. Any notice given by any Party to this Agreement shall be in writing and
personally deliver,deposited in the United States mail, postage prepaid, or sent by facsimile
transmission, and addressed as follows:
To: Borrower To:Lender
City of Redlands SANBAG
Attention: City Manager Attention: Executive Director
35 Cajon Street, Suite 200 1170 W. Third Street
Redlands, CA 92373 San Bernardino, CA 92410
Fax No.: (909) 798-7503 Fax No.: (909) 885-4407
Each Party may change the address to which notices,requests and other communications are
to be sent by giving written notice of such change to each other Party.
8.2. No Waiver. Any waiver, permit,consent or approval by a Party of any Event of Default
or breach of any provision, representation,warranty or covenant of this Agreement must be
in writing and shall be effective only to the extent set forth in writing. No waiver of any
breach or default shall be deemed a waiver of any later breach or default of the same or any
other provision of this Agreement. Any failure or delay on the part of a Party in exercising
any power,right or privilege under this Agreement shall not operate as a waiver thereof,nor
10 1 July 7,2014 C14147
shall any single or partial exercise of any such power, right or privilege preclude any further
exercise thereof.
8.4 Rights Cumulative. All rights and remedies existing under this Agreement are cumulative
to,and not exclusive of, any other rights or remedies available under this Agreement or
applicable lay.
8.5 Unenforceable Provisions. Any provision of this Agreement which is prohibited or
unenforceable, shall be so only as to the extent of such prohibition or unenforceability, but
all the remaining provisions of the Agreement shall remain valid and enforceable.
8.6 Governing Law. This Agreement shall be governed by and construed in accordance with
the lacus of the State of California.
8.7 Indemnification. Neither Lender nor any officer or employee thereof is responsible for
any injury, damage or liability occurring or arising by reason of anything done or omitted to
be done by Borrower under or in connection with this Agreement. It is understood and
agreed that,pursuant to Government Code Section 895.4, Borrower shall fully defend,
indemnify and save harmless Lender, its officers and employees from all claims, suits or
actions of every name, kind and description brought for or on account of injury (as defined
by Government Code Section 810.8) occurring by reason of anything done or omitted to be
done by Borrower under or in connection with any work,authority or jurisdiction delegated
to Borrower under this Agreement.
8.8 Reimbursement. Borrower shall reimburse Lender for all costs and expenses expended
or incurred by Lender in any arbitration,judicial reference, legal action, or otherwise in
connection with: (a) collecting any sum which becomes due Lender under this Agreement,
or(b) the protection,preservation or enforcement of any rights of Lender under this
Agreement.
8.8 Execution in Counterparts. This Agreement may be executed in any number of
counterparts which,when taken together, shall constitute but one agreement.
8.9 Further Assurances. At any time and from time to time upon the request of Lender,
Borrower will execute and deliver such further documents and do such other acts as Lender
may reasonably request in order to effect fully the purposes of the Agreement and provide
for the payment of the Loan and preservation of Lender's security interest in the Collateral.
S.11 Headings. The headings and captions of Articles and subarticles of this Agreement are
for the convenience of reference only and shall not constitute a part of the text nor alter or
otherwise affect the meaning thereof
8.12 Construction of Agreement. Both Parties have been represented or had the full
opportunity to be represented by legal counsel of their own choosing in the negotiation and
11 July 7,2014 C14147
preparation of this Contract. Therefore, the language in all parts of this Contract will be
construed,in all cases, according to its fair meaning, and not for or against either Party.
8.13 Exhibits. Exhibit"A"--Collateral and Exhibit"B"—DIF Committed Projects, are
attached to and incorporated into this Agreement by this reference.
8.14 Entire Agreement. This Agreement is intended by the Parties as the final expression of
their agreement and therefore contains the entire agreement between the Parties and
supersedes all prior understandings or agreements, written or oral, concerning the subject
matter hereof. All previous proposals, offers, and other connnunications, written or oral,
relative to this Agreement, are superseded except to the extent that they have been
incorporated into this Agreement.
8.15 Amendments. This Agreement may be amended only in a writing duly authorized and
executed by both Borrower and Lender.
---------SIGNATURES ON FOLLOWING PAGE--------------------------------------
12 1 July 7, 2014 C14147
IN WITNESS WHEREOF,Borrower and Lender have executed this Agreement below.
CITY OF REDLANDS SAN BERNARDINO COUNTY
TRANSPORTATION
AUTHORITY
By:
By: jk
"jf/n1As','KIichac1, Clivair,
Pete Aguilar,Mayor 11. D
Date: Date-
I'll /
APPROVED AS TO FORM APPROVED AS TO FORM
Darne1j. NlIcHugb
City Attorney
Robert D. Herrick
Assistant General Counsel
-XITEST
Sam Irwin, Cify Clerk Jeffery W, (.ontract Administrator
Ply 7, 2014 C14147
�u
EXHIBIT "A"----COLLATERAL
COLLATERAL FOR TERM LOAN AGREEMENT NO. C14147
1. Any and all of the City of Redlands'Uncommitted Development Impact Fees received by
or to be received by the City of Redlands,including the proceeds from and interest on such
fees and accounts into which such fees are deposited. Uncommitted Development Impact
Fees are the revenues generated by City of Redlands locally-adopted development financing
mechanism to mitigate development's impacts on transportation by making fair share
contributions for transportation facilities needed as result of development, as required by
Measure I,including without limitation proceeds from a Cominunity Facilities District or
other development-based sources, but do not include such revenues generated to pay the
development share for the projects identified in Exhibit"B".
2. Any and all of City of Redlands'Measure I Local Streets Program Pass-Through Funds
up to the amount of Six Hundred Seventy-Five Thousand,Two Hundred Sixty-Seven
Dollars (5675,267). Local Streets Program Pass-Through Funds means the San Bernardino
County Transportation Authority-administered Measure I program that provides funds
through a pass-through mechanism directly to the City of Redlands for expenditure on street
and road construction,repair, maintenance and other eligible local transportation priorities
including local streets,major highways,state highway improvements, freeway interchanges,
transit, and other improvements/programs to maximize use of transportation facilities.
3. Any and all of City of Redlands' Measure I Valley Major Street Program—Arterial Sub-
Program Funds up to the amount of Six Hundred Seventy-Five Thousand,Two Hundred
Sixty-Seven Dollars ($675,267). Valley Major Street Program--Arterial Sub-Program Funds
paeans the San Bernardino County Transportation Authority-administered Measure I
program that provides funds through a reimbursement mechanism directly to the City of
Redlands for expenditure on Nexus Study Arterial projects.
1.4 1 July 7,2014 C14147
EXHIBIT `B"—DIF COMMITTED PROJECTS &DIF AMOUNTS
COMMITTED
None
lh 1 July 7, 2014 014147