Loading...
HomeMy WebLinkAbout463_CCv0001.pdf RESOLUTION NO. 463 A RESOLUTION OF THE BOARD OF THE SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF REDLANDS APPROVING A CORRECTED PROMISSORY NOTE WHICH ADJUSTS THE PRINCIPAL AMOUNT OF A LOAN OWED TO THE CITY OF REDLANDS BY THE SUCCESSOR AGENCY DOWNWARD FROM $65,607.37 TO $28,922.75 WHEREAS, on July 11, 2012 the Successor Agency to the former Redevelopment Agency of the City of Redlands (the "Successor Agency") received a demand for payment in the amount of $2,601,269 (the "Payment") from the San Bernardino County Auditor- Controller/Treasurer/Tax Collector pursuant to Section 34183.5(b)(2)(A) of the Health and Safety Code; and WHEREAS, on July 12, 2012, the Successor Agency made the Payment to the County of San Bernardino Auditor-Controller/Treasurer/Tax Collector, but did not have sufficient funds available to make the Payment in its entirety, and therefore requested a loan of$65,607.37 from the City of Redlands to assist in making the Payment; and WHEREAS, pursuant to Section 34173(h) of the Health and Safety Code, the city that authorized the creation of a redevelopment agency may loan or grant funds to a successor agency for administrative costs, enforceable obligations, or project-related expenses. The receipt of the funds shall be reflected on the Recognized Obligation Payment Schedule (ROPS) or the administrative budget of the Successor Agency and therefore are subject to the oversight and approval of the Oversight Board; and WHEREAS, the City agreed to make a loan of$65,607.37 to the Successor Agency for the purpose of making the Payment, which loan was approved by the Oversight Board by Resolution No. OB 2012-010 on July 25, 2012; and WHEREAS, the Successor Agency forwarded Resolution No. OB 2012-010 to the Department of Finance for review, and did not object to the Oversight Board's action; and WHEREAS, following Oversight Board approval, the Successor Agency executed a promissory note dated July 11, 2012 committing to repay the principal amount of$65,607.37 to the City(the"Original Note"); and WHEREAS,the Successor Agency included repayment of the Original Note on its RODS III for the period from January-June 2013, and the repayment was approved by the Oversight Board,but was subsequently overturned by the Department of Finance; and WHEREAS, the Successor Agency and the City disagree with the Department of Finance's determination on RODS III denying the repayment of the Original Note, and have filed a lawsuit in Sacramento Superior Court challenging, among other things, denial of the repayment on the Original Note; and 1 l.icclerk\Resolutiom\REDEVELOPMENT-SUCCESSOR AGENCY\.Successor Agency Nos 452='463 SA Resolution Approving Corrected Loan Amount.I}OC WHEREAS, following reconciliation of the Successor Agency's accounts, the Successor Agency staff determined that it had not needed the full $65,607.37 to make the Payment, and in fact only used $28,922.75 of the funds received from the City to make the payment; and WHEREAS, the City and Successor Agency acknowledge that the Successor Agency's obligation to repay the Original Note is currently in dispute with the State Department of Finance, but desire that the documentation related to the loan made for the Payment accurately reflect the amount actually provided to the Successor Agency to make the Payment, and further desire that those amounts that were unnecessarily transferred to the Successor Agency be transferred back to the City; and WHEREAS, the City and Successor Agency therefore desire to correct the Original Note to reflect the amount actually loaned by the City to the Successor Agency, and return the funds unnecessarily forwarded to the Successor Agency back to the City; and NOW, THEREFORE, BE IT RESOLVED, BY the Board of the Successor Agency to the former Redevelopment Agency of the City of Redlands as follows: Section 1. The Board hereby approves the Corrected Promissory Note attached hereto as Exhibit A, which confirms that the amount actually loaned to the Successor Agency is $28,922.75. Section 2. The Board hereby directs the Successor Agency to reflect the receipt of the correct amount of funds on the Recognized Obligation Payment Schedule and to transfer the $36,684.62 in City funds that were never used to make the Payment back to the City. Section 3. The Board hereby directs that the Secretary for the Board submit the Corrected Promissory Note to the Oversight Board of the Successor Agency to the Former Redevelopment Agency of the City of Redlands for its consideration. ADOPTED, SIGNED AND APPROVED this 17'h day of September, 2013. nj I Peter Aguilar, Chairman ATTEST: Sam Irwin, tart' 2 1:\cclerk\Pesolutions\REDEVELDPMENT-SUCCESSOR AGENCYSuccessor Agency Nos 452-1,463 SA Resolution Approving Corrected Loan Arnount.130C I, Sam Irwin, Secretary of the Successor Agency of the former Redevelopment Agency of the City of Redlands,hereby certify that the foregoing resolution was adopted by Successor Agency of the former Redevelopment Agency of the City of Redlands at a regular meeting thereof held on the 1'71h day of September, 2013 by the following vote: AYES: Members Harrison, Foster, Gardner, Gilbreath; Chairman Aguilar NOES: None ABSTAIN: None ABSENT: None Sam Irwin, Secretary 3 l:\cclerk\Resolutions\REDEVELOPMENT-SUCCESSOR AGENCY NSuccessor Agency Nos 452-\463 SA Resolution Approving Corrected Loan Arnount.DOC CORRECTED PROMISSORY NOTE $28,922.75 September 17,2013 Redlands, California For value received, the Successor Agency to the former Redevelopment Agency of the City of Redlands (the "Borrower") promises to pay to the CITY OF REDLANDS, a public body, corporate and politic (the "City"), at the City's office at 35 Cajon Street, Redlands, California 92373, or such other place as the City may designate in writing, the principal sum of Twenty Eight Thousand Nine Hundred Twenty-Two and Seventy-Five One Hundredths Dollars ($28,922.75) (the "Corrected Principal Amount"), in currency of the United States of America, which at the time of payment is lawful for the payment of public and private debts. On or about July 11, 2012, the Borrower executed that certain Promissory Note (the "Original Promissory Note") to repay the City the principal sum of Sixty Five Thousand Six Hundred Seven and Thirty Seven One Hundredths Dollars ($65,607.37) (the "Original Principal Amount") which the City lent to the Borrower for the sole purpose of satisfying in part a demand for payment in the amount of$2,601,269.00 from the County of San Bernardino Auditor-Controller (the "True Up Payment"). After reconciling the accounts of the Borrower, the Borrower and City confirmed that the Borrower only used $28,922.75 of the funds lent by the City to make the True Up Payment. The remaining amount of the Original Principal Amount was not used by the Borrower for any purpose and has been returned to the City. The Corrected Promissory Notice is executed solely for the purpose of correcting the principal amount owed by the Borrower to the City, and in all other respects restates and reaffirms the terms and provisions of the Original Note. Upon execution of this Corrected Note, the Original Note shall be returned to the Borrower and shall be of no further force or effect. 1. Interest Simple interest shall accrue upon the Note Amount at the rate of thirty-eight one hundredths of one percent (0.38%) per annum upon such obligation, fully amortized over the term (the "Tenn") ending as of June 30, 2017 (the "Maturity Date"); excepting that in the event of the occurrence of any Event of Default, interest shall thereupon accrue at the rate of ten percent (10%) per annum (provided that in the event such interest rate exceeds the maximum interest which may be lawfully charged, then this Note shall be deemed to instead provide for interest to be charged at the highest interest rate that may be charged pursuant to applicable laws). 2. Repayment of Note Amount. Payment shall be due in full; including accrued interest, on the Maturity Date. If the Note is not paid upon the Maturity Date, the failure to make the payment shall be an event of default by the Borrower. There shall not be a penalty if the Note is paid in full prior to the Maturity Date. 3. Waivers. (a) The Borrower expressly agrees that this Note, or any payment hereunder, may be extended from time to time at the sole discretion of the City Manager and that the City may accept security in consideration for any such extension or release any security for this Note at its sole discretion, all without in any way affecting the liability of the Borrower. (b) No extension of time for payment of this Note made by agreement by the City with any 1 person now or hereafter liable for the payment of this Note shall operate to release, discharge, modify, change or affect the original liability of the Borrower under this Note, either in whole or in part. (c) The obligations of the Borrower under this Note shall be absolute and the Borrower waives any and all rights to offset, deduct or withhold any payments or charges due under this Note for any reasons whatsoever. (d) The Borrower waives presentment, demand, notice of protest and nonpayment, notice of default or delinquency,notice of acceleration, notice of costs, expenses or leases or interest thereon, notice of dishonor,diligence in collection or in proceeding against any of the rights of interests in or to properties securing of this Note, and the benefit of any exemption under any homestead exemption laws,if applicable. (e) No previous waiver and no failure or delay by the City in acting with respect to the terms of this Note shall constitute a waiver of any breach, default, or failure or condition under this Note. A waiver of any term of this Note must be made in writing and shall be limited to the express written terms of such waiver. 4. Attorneys' Fees and Costs. The Borrower agrees that if any amounts due under this Note are not paid when due, to pay in addition, all costs and expenses of collection and reasonable attorneys' fees paid or incurred in connection with the collection or enforcement of this Note, whether or not suit is filed. S. Amendments and Modifications. This Note may not be changed orally, but only by an amendment in writing signed by the Borrower and by the City. 6. City May Assign. The City may, at its option, assign its right to receive payment under this Note without necessity of obtaining the consent of the Borrower. 7. Borrower Assignment Prohibited. In no event shall the Borrower assign or transfer any portion of this Note without the prior express written consent of the City, which consent may be given or withheld in the City's sole discretion. 8. Acceleration and Other Remedies. Upon the occurrence of the event of default set forth in Section 3 hereof,the City may, at the City's option, declare the outstanding principal amount of this Note, together with the then accrued and unpaid interest thereon and other charges hereunder, to be due and payable immediately, and upon such declaration, such principal and interest and other sums shall immediately become and be due and payable without demand or notice. All costs of collection, including, but not limited to, reasonable attorneys' fees may be added to the principal hereunder, and shall accrue interest as provided herein. Any delay or omission on the part of the City in exercising any right hereunder shall not operate as a waiver of such right, or of any other right. No single or partial exercise of any right or remedy hereunder shall preclude other or further exercises thereof, or the exercise of any other right or remedy. The acceptance of payment of any sum payable hereunder, or part thereof, after the due date of such payment shall not be a waiver of the City's right to either require prompt payment when due of all other sums payable hereunder or to declare an event of default for failure to make prompt or complete payment. 9. Consents. The Borrower hereby consents to: (a) any renewal, extension or modification (whether one or more)of the terms or time of payment under this Note, (b)the granting of any other indulgences to the Borrower, and (c) the taking or releasing of other or additional parties primarily 2 or contingently liable hereunder. Any such renewal, extension, modification, release, surrender, exchange or substitution may be made without notice to the Borrower or to any endorser,guarantor or surety hereof, and without affecting the liability of said parties hereunder. 10. Successors and Assigns. Whenever"City" is referred to in this Note, such reference shall be deemed to include the City of Redlands and its successors and assigns, including, without limitation, any subsequent assignee or holder of this Note. All covenants, provisions and agreements by or on behalf of the Borrower shall inure to the benefit of the City and the City's successors and assigns. 11. Usury. It is the intention of the Borrower and the City to conform strictly to the Interest Law, as defined below, applicable to this loan transaction. Accordingly, it is agreed that notwithstanding any provision to the contrary in this Note the aggregate of all interest and any other charges or consideration constituting interest under the applicable Interest Law that is taken, reserved, contracted for, charged or received under this Note shall under no circumstances exceed the maximum amount of interest allowed by the Interest Law applicable to this loan transaction. If any excess of interest in such respect is provided for in this Note, then,in such event: (a) The provisions of this paragraph shall govern and control; (b) Neither the Borrower nor the Borrower's, legal representatives, successors or assigns shall be obligated to pay the amount of such interest to the extent that it is in excess of the maximum amount of interest allowed by the Interest Law applicable to this loan transaction; (c) Any excess shall be deemed canceled automatically and, if theretofore paid, shall be credited on this Note by the City or, if this Note shall have been paid in full, refunded to the Borrower; and (d) The effective rate of interest shall be automatically subject to reduction to the Maximum Legal Rate of Interest (as defined below), allowed under such Interest Law, as now or hereafter construed by courts of appropriate jurisdiction. To the extent permitted by the Interest Law applicable to this loan transaction, all sums paid or agreed to be paid to the City for the use, forbearance or detention of the indebtedness evidenced hereby shall be amortized, prorated, allocated and spread throughout the full term of this Note. For purposes of this Note, "Interest Law" shall mean any present or future law of the State of California, the United States of America, or any other jurisdiction which has application to the interest and other charges under this Note. The "Maximum Legal Rate of Interest" shall mean the maximum rate of interest that the City may from time to time charge Borrower, and under which the Borrower would have no claim or defense of usury under the Interest Law. 12. Miscellaneous. Time is of the essence hereof. This Note shall be governed by and construed under the laws of the State of California except to the extent Federal laws preempt the laws of the State of California. The Borrower irrevocably and unconditionally submits to the jurisdiction of the Superior Court of the State of California for the County of San Bernardino, in connection with any legal action or proceeding arising out of or relating to this Note. The Borrower also waives any objection regarding personal or in rem jurisdiction or venue. 3 SIGNATURE PAGE TO CORRECTED PROMISSORY NOTE BORROWER: SUCCESSOR AGENCY OF THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF R"LANDS By: N. Enriq M inez, Execut ve Director Date: ATTEST: By: Sam Irwin, Secretary 4