The URL can be used to link to this page

Home My WebLink About0379.092- ~" ~. o < ; ..... eptember 3, 1 TRB HONORABLE CITY COUNCIL PALO ALTO, CALIFORNIA 6 ~I!I~]:)Y Palo Alto cen~_6nl!ial 1994, Inc.,mJ'<J2I,_::d of Diraotors __ t'or: LeAn of $7S~~ ______ Centenni.l Ac::tivi~_~t&rtup :fundin_9 Members of th~ Council: Report in Bri e __ ~ The purpose of this report is to transmit the Palo Alto centennial 1994, Inc~ (Centennial} Board of Directors' request for the loan of City funds by the City Cour,cil and to request the council's approval of the attached promissory note under ..... hich the loan would be made. In addition, a proposed budget amendment ordinance to effect the loan is attached fOl: Counei 1 approval.. The Cent.ennial Board has hired an Executive Director and is in the process of setting up an office. Operating fur.ds will be required until such time as fundraising and merchandise sales revenues become availaole. Disaussio!), The Centennial is a nonprofit public benefit established by the city council to plan the Centennial The ~~rporation is not an agency of the City; it is a priv"-..:.e nonprofit entity. corporation celebration. separate and The city Council granted the Centennial Board $'9~ 100 in Ci.ty General Funds in the 1990-91 fiscal Year~ The Board received an additional $500 in a cash donation in 1991-92. The Soard had a bank balance af apprQximdtely $4,950 on band a5 cf June 30, 1992. Centennial funds have been deposited in the Mid-Peninsula Bank in Palo Alto and are being administered by the Corporation Board of Directors. The Centennial Board of Directors has completed its search process tor an Executtve Director. Palo Alto resident Lisa Stelck has been selected to serve as CF,ntennial Executive Director. She is presently in the process af securing office space and setting up the operations of the Ce.ntenniaL ll.lthough it is. the BO<i1."d r s intent to build up its. activities on a gradual basis ulltil the fall of 1993, it is unde~'-5tood that staft time, office space and extensive volunteer activity will all b~ required during the next 't.<:n months if neceGsary planning and fundr";3isi:1g are to be in pla\..~e f<Jr the start of the 1993-94 Fiscal Year~ --.... ··!ljl!l!": ..... mMl7i1itiill'iI; ..... ~·"'.--•. .-,).' Page 'I'"w'o Although a final Centennial celebration tn.:dget -will not be available for some time yet, it is al'lticipat~d that the ultimate total budget will be in the $500,000-$i50,000 range. The Board is optimistic about its ability to raise that amount of funds by th~ close of the 1994 Centen:'!;ial year. The $75,000 cash advance requested by the Board amounts to appro~i~ately 10-15 percent of the Centennial Soard's plan~ed budget for the Celebration. under the proposed promissory note~ the loan ~oul~ be paid back during the 1994-95 Fiscal Year with revenue derived frau.. fundraisi.ng ar'ld proceeds from the sale of Centennial merchandise. 'I'he Board of Directors has hired its Executive Director, contingent upon the City Council's approval of the $75,000 loan at. the COUncil's September s ~ 1992 meeting'. The centennial Board of Directors is anxious to begin the work of the Celebration. Staff recommends that Council: 1 ~ I.ppr.ove t.he att·ached budget a'!nendment ordinance authorizing the disbursement of $75,000 from General Fund Reserves to the Palo Alto Centennial 1994, Inc. Board of Directors as a loan to enable the Board to begin formal planning and fundraising for the Citj's 1994 centennial Celebration; and 2. Approve and authorize the Mayor to sign the attached promissory note to effect the loan. Re5~ctfully submitted, I· ~--:-' ~fit,( :~)-Ld~,<x~{~ '--.... _., ..... ~ J>c:;;;? ... D. an~el B. 1w~ ..... l.arns, D~rector p~enl Dl.rec'\:or li~C=Od s:?~c. and sciences Community Services XCune Fl.~~ f/Assistant City }I-ttger ~jAttachrnents: a. Letter or ReqlJest~ Palo Alto Centennial 1994, Inc. b. Promissory Note c. Budget Amendment ordinance Related CHR's: 144:90, 193:90, 115;92, 229:92 CMR: 379: 92 • I rm8l ALTO 100 YEARS 1'91-1994 P"""Al.:ro~:W4 llili.V"..d~~ P"AlIO,~'O{JOl T~'15n~;o,., ~ o,Wnrl", '4ic;m, Margul ~....-:..e. s....;.~~ \ ';:~;:ii' . ", _/ P<.iJo ,-\tw City C()lkO.;:i 25u l-bmiilon :'\,'tnuc Palo Alto, CA 9<;30 j \\',Ih \.lJe finl CE:nTtrmial event sched'Jied fu, ~ht: [:\1.1 Df 1993, lilr:' Board of Directors of the PdJO Alro Ce;lt~nni;,il 1 i)'0-i i~ ~'I()''I' mo,-iflg i!l!(J 01 new phn~e-· trall~l.l[;:I.i:'. idc:.L_~ lmo ~t{.'ljons. In MJ.Y \\t;: !llt!{ , .. ·i,lI The City Council TO re-pOrT on our }lJ':Jgles~ 10 U.t!,= ~ind shan: Our pl:tn:. fur lhL~ Ct"n!t':l1nl::t1. At this rime, we i.'1dica~ed th;.t' y,:e would be n:-ltJming ,(J (hc C)liil-.:ii W djs:cu~s funding. We rue now ready to request.a lo~n uf $75.000 in s·;,n·llp funds, enJbling us [0 a:.,:,cmbk d,~ st:tff, strllCHJre, and equipment r1ecess~y to bridge Ill...,. st::trt-up paioc from the l ' , ·,cnl unt;] Centennial fund:aisin g ~tC ,jvirie~ and mcf,,:h;mili:;;;:-s:des move into fwll rkTe(Ot;: [he Cemennial Board of Directors r~.spc";lfully requt.:.st~; th~l[ the ell), ~ 'ou.ncil prm'lilt a lo:.i1l of $75,()(Xj in ~~m~i'\.10l1 funding for "he Cente.rmi;,l ,)pentlions to he :l\.'~ibble before Seplcmb.er 15, 19';)210 cover amicip~led 'l:in~Up ex.pen:;"'~ cClring ttl;:-Jl;:~:I months. The Board "ntici.p~lte.s the rep:.L,Ymem 0[' i\1.:: kl:.:Lr. w:lh~)(il illtere,l b)' A~ril 1'195. R especrru!l y .s u bmineJ, "-7 ~-=' --~ ... ~--'-\ Susan S:;"cf.:ney, Cb:lir CenTen'li:i] BO:lrJ • - PROMISSORY NOTE $75,000.00 1992 FOR VItLUE RBCSnlED, tht; undersigned, Pale Alto Centenni.s.l 1994, Inc., a CaJiiornia nonprofit public benefit corporation {the -'Sorrower"). hereby promises to pay to the order oE the Ci r:y of Palo Alto, 250 Hamilton Po_ven"..le, Palo Alt.o, California 94301 (the -Holder t ) I the principal amount of Seventy Five Th;:<usand Dollars {$75,OOO) pursuant to the terms and conditions set forth in this Note. The Holder shall be entitl~d to rr.ake demand for payment hereunder only in accordance lII'ith the provisions Qf this Note. 1) Borrqwer's QQlisatioo. 'Ihis Note evidences the obligation of the Borrower for the full repa}~ent to the Holder. on or before April 1, 1995, of the funds loaned hereunder to the Borrower by the Hold!::!". Such funds are to be used solely by the Borrower in support of the City of Palo ~to Centennial Celebration.. :2) No Interest.. The prinCipal a.'l1ount of this Note shall bear no interest. 3) Payment~ No payments of th'2 prinCipal a:l1ount loaned h~reunder shall be due to the Holder prior to April 1~ ~9951 SO lODg as the Borrowe~-complies with the terms and conditions of this Note. Howeve::, the Borro;";er s:t".a.ll repay the entire sum to the Holder as of April 11 19S'5. 4) Place and _~nper of Payme.D..t.. The full amount due and payable under this Note is payable at the office of the Holder set forth above, or at such other place or places as the Holder IriCly deSignate to the Borrower in writing from time: to tinle, in legal tender for the payment of public and private debts and which on the respect-i"we date on which such payment is due and paid shall be immediately available funds. 5) Prepayment. The Borrower may prepay to the Holder I at any time prior to the date such obligation becomes due hereunder, all or any part of the principal amount of this Note without the payment of penalties or premiums. 6) Borro .... ·er' s Waiv-e:r. The Borrcwer hereby waives: Ca' notice of default or delinquency; (b) notice ot acceleration; (el notice of nor..payment; (d) notice of costs~ expenses, losses and late charges; (e) diligence in taking any action to collect any sums owing under this Note; (f) presentment for payment I demand, prot-esL and notices of dishonor and of protest; (g) the benefits of all waivable exemptions; and (h) all defenses of time of payment or of any due date under this Note, in whole or in part, whether before or after maturity and with or without noti=e, except extensions in writin~. 1 L , .. n fj ! ·1 ~. I - 7) AttornE:Ys' Fee,'3. In the event any di~p\.l,:e between the Borrower and the Holder should result:. in litigation, the prevailing party s:~ .. all be reimbursed for all reasonable costs incurred in connection with such litigation, including, without lirnitation J reasonable attorneys' fees. S) Default UDQtl __ NQ.te Ii..ng Acceleration. The Borrower agrees that the unpaid balance of the principal &mount of this Note shall, at the option of the Holder, become immediately due and payable upon the failure of the Burrower to rr:.ake any paymer.t hereunder as and when due or upun the failure of the Eorrower to per!orTI"t or observe any other term or provision of this Note. If the balance of this Note is not paid within thirty (30) days of de:1~nd therefor I the Borro ..... er shall pay to the Holder .3. laLe charge of one percent (It} per calendar month, or fraction thereof, or the nighest rate permitted by law ...... hichever is less, on the amo~nt past due and remaining unpaid. If this Note be reduced to judgment, such judgment sr~ll bear the statutory interest r~te on judgments. 9) ~jc£s. Except as may be otherwise specifically provided herein~ any appro~~l, notice z direction, con~ent, request or other action by the Holder sha.ll be in writing and may be communicated to the Borrower at the principal office of the Borrowe:::'. ~a) Governing Law. This Note shall be accordance wi th and be governed by the laws of California. construed the St.ate in of 11) Severability. If any provision of this Note shall be iuvalid. illegal or unenforceable, the validitys legality and enforceability of the remaining provisions hereof shall Dot in any way be affected or impaired thereby. 12) Time. Time is of the essence of this Note. ~l) No Waiver by the Kolder. No waiver of any breach, default or failure of condition under the tenns of the Note shall be implied fro1'l\ any failure of the H>..ilcier to take, or-any delay by the Holder in taking. action ~ith respect to such breach. default or failure or from any previous waiver of any similar or unrelated breacb, default or failure; and a waiver of any term of the Note must be made in writing and shall be limited to the express written terms of such waiver. 14) Assigl"'.r:',ent.. All personal to the Borrower and are absent prior ~ .... ri tten consent by assignment thereof shall he void. rights granted hereunder are not assignable or transferable the Helder, and the attempted 15) ND PartneZ:$.h.i:Q. The terms of this Note shall in no way be constn:.ed to create a partnership, jOint vent'Ure or any other joint relationship or agency agreement between the Holder and the Borrower. 2· L i \ • -. ........ - 16) Note Binding. The te~, covenants and conditions of this ~ote ahal1 apply to, and shall bind, the h~irsr successors, executors, administrators and assigns of both parties. 171 Status (11'" Borrower. The Eorrower shall rr.a.int_ain current nonprofit corporate status under California law throughout the term of this Note. IN WITNESS WHEREOF, this Note has been duly executed at Palo Alto, California. The effective date of this Note is August 1992. Holder: CITY OF PALO ALTO By,==,.-_ Mayor APPROVED AS TO FOR>I: Senior ~st. City Attorney APPRO\r"ED: Assistant City Manager Director of Finance . Director of community Services Borrower: PALO ALTO CENTENNIAL 1994, INC. By: ~ , "p" -:;;. 9 3. - ORDINANCE NO. ORDINANCE OF THE COUNCIL OF THE CITY OF PAL" ALTO ~ENDING THE BUDGET FOR THE FISCAL YEAR 1992-93 TO PROVIDE AN ADDITIONAL APPROPRIATION FOR A LOAN TO ~'HE CENTENNIAL ~994, INC. MiEREAS, pursuant to the provisioHS of Section 12 of Article III of the Cnarter of the city 0= Palo Alto, the Ccuncil on June 2~, 1992 aia aoopt a budget for fiscal year 1992-93; and WHEREAS, 1994 is the centennial of the incorporation of Palo Alto as a city; and WHEREAS~ a non profit corporaticn, the Palo Alto Centennial 1994, Inc~, has been ~stablished by private citizens appointed by the city Council to plan the centennial celebration; and WHEREAS, the centennial Board has requested tl1at the city loan the Soard $75,000 to pay for the hirinq of an Executive Director, which will allow for fundraising activities to begin; and ~EREAS, the loan is being accompanied by a promissory note, and that loan will be paid back to the City during the 1994-95 fiscal year; NOW, THEREFORE, the Council of the City of Palo Alto deas ORDAIN as follows: SECTION 1. The SUJD of Seventy Five Thousand Dollars ($75,000) is hereby authorized to be disbursed to Palo Alt'} centennial 1994, Inc4 The Reserve for Capital Projects is correspondingly reduced, and the ReSErve for Notes Receivable is ccrrespoi1dingly increased4 SECTION 2. This transaction will decrease the Reserve for Capital Project~ from $4,980,736 to $4,90S,736 as ot June 30, 1992, and will increase the Reserve tor Notes Receiva:ble from $0 to $7S,OOO as of June 30, 19924 ~.~. The Council e>f the City of Palo Alto hereby finds that the enactment of this ordinance is not a project under the California Environmental Quality Act and, therefore. no envirOr".men tal impact assessment is necessary. SECTION 4.. Municipal Code, adoption . . :.\ As provided in Section 2.04.375 of the Palo Alto this ordinance shall ~ecome effective upon INTRODUCED AND PASSED: AYES: NOES: AllS'l'EN'l'IO!<S, AllS!lIlT, city Clerk APPROVED ,,"$ TO FOllM. Sr. Asst. city Attor~ay APPROVED' city Manager oirecto-r-of F~nance Director of communIty Services Mayor