HomeMy WebLinkAboutCDC/1999-16
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CDC 1999-16
RESOLUTION NO.
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RESOLUTION OF THE COMMUNITY DEVELOPMENT
COMMISSION OF THE REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO APPROVING AN ESCROW
LETTER IN CONJUNCTION WITH THE RECONVEYANCE OF
GUARANTEES, REPAYMENT OF LOAN AND TRANSFER OF
FURNITURE, FIXTURES AND EQUIPMENT (440 WEST
COURT STREET)
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WHEREAS, the Redevelopment Agency of the City of
8 San Bernardino (the "Agency") is a public body, corporate and
9 politic organized under the laws of the State of California; and
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the Agency and Fox Brothers,
WHEREAS,
a General
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("Fox Brothers") and Colorado Consulting Limited
13 Liability Company, a Wyoming limited liability company, dba
14 Imprimis
("Colorado Consulting")
entered into an Ownership
15 Participation Agreement (Heritage Office Building) dated July 28,
16 1993 ("OPA") providing for the development of that certain real
17 property located at 440 West Court Street in San Bernardino,
18 California (" Property"); and
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WHEREAS, pursuant to the OPA the Agency assisted Fox
21 Brothers and Colorado Consulting in the refinancing of an
22 obligation incurred by Fox Brothers and Colorado Consulting in
23 connection with a certain tax-exempt financing issued by the Agency
24 on behalf of Fox Brothers and Colorado Consulting; and
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WHEREAS, the aforementioned refinancing consisted of a
27 loan (" Loan") from Valley Bank (" Lender") in the amount of One
28 Million One Hundred Twenty Five Thousand Dollars ($1,125,000.00)
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CDC 1999-16
1 evidenced by a loan agreement by and between Valley Bank, Fox
2 Brothers and Colorado Consulting dated July 28, 1993 ("Loan
3 Agreement"); and
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5 WHEREAS, Community National Corporation, a California
6 corporation ("CNC") subsequently succeeded to the rights and
7 obligations of Colorado Consulting under the OPA and the Loan
8 Agreement (Fox Brothers and CNC being hereinafter collectively
9 referred to as "Participant"); and
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11 WHEREAS, in connection with the Loan Agreement the Agency
12 executed an Agency Guarantee Agreement dated July 26, 1993 pursuant
13 to which the Agency guaranteed to Lender the repayment of the Loan
14 (" Agency Guarantee"); and
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16 WHEREAS, on November 30, 1994 the Agency and the
17 Participant entered into a loan agreement ("Agency Loan Agreement")
18 pursuant to which the Agency agreed to make a loan to Participant
19 in an amount not to exceed Forty Five Thousand Dollars ($45,000.00)
20 ("Agency Loan") to enable Participant to bring the Loan current and
21 make payments on the Loan until the Property was occupied by new
22 tenants; and
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24 WHEREAS, in connection with the Agency Loan, Russell E.
25 Hatle and Raymond Fox executed and delivered to the Agency a
26 personal guarantee ("Hatle/Fox Guarantee"); and
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CDC 1999-16
1 WHEREAS, subsequently the Agency Loan was increased to
2 One Hundred Four Thousand Dollars ($104,000.00); and
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4 WHEREAS, the Loan has a current balance of Seven Hundred
5 Eighty Thousand Dollars ($780,000.00); and
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7 WHEREAS, the Agency Loan has a current balance of Ninety
8 Seven Thousand Dollars ($97,000.00); and
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10 WHEREAS, Participant desires to repay the Agency Loan and
11 to extinguish the Hatle/Fox Guarantee by assigning to Agency all
12 Participant's right, title and interest to the furniture, fixtures
13 and equipment ("FF&E") located on the Property; and
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15 WHEREAS, the Agency is willing to accept an assignment of
16 the FF&E is payment of the Agency Loan and to extinguish the
17 Hatle/Fox Guarantee in connection therewith; and
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19 WHEREAS, the Agency desires to assign the FF&E to the
20 Lender for an extinguishment of the Agency Guarantee; and
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22 WHEREAS, the Lender desires to accept the FF&E from the
23 Agency and to extinguish the Agency Guarantee in connection
24 therewith; and
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26 WHEREAS, there is a need for timely coordination of all
27 of the above transactions; and
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CDC 1999-16
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WHEREAS, there has been filed with the Secretary of the
Community Development Commission proposed escrow letter
instructions to be delivered to an escrow holder selected by the
Agency and the Participant in connection with the above
transactions.
NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION,
ACTING ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY OF
SAN BERNARDINO, DOES HEREBY RESOLVE, DETERMINE AND ORDER AS
FOLLOWS:
Section 1. Approval of Escrow Letter Instructions.
The Agency hereby approves the escrow letter instructions in
substantially the form presently on file with the Secretary
together with any changes therein or additions thereto as may be
approved by the Executive Director. The Executive Director of the
Agency is hereby authorized and directed to execute and deliver,
and the Secretary or Assistant Secretary is hereby authorized and
directed to attest to, the final form of escrow letter instructions
when the same have been prepared.
Section 2.
Official Action. The Executive Director
and Secretary and any and all other officers of the Agency are
hereby authorized and directed, for and in the name and on behalf
of the Authority, to enter into an escrow arrangement with an
escrow company with respect to the transactions contemplated herein
and to deliver the escrow letter instructions to such escrow
company and to do any and all things and take any and all actions
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CDC 1999-16
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of them, may deem necessary or advisable in
the transactions contemplated herein.
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CDC 1999-16
1 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO APPROVING AN
2 ESCROW LETTER IN CONJUNCTION WITH THE RECONVEYANCE OF GUARANTEES,
REPAYMENT OF LOAN AND TRANSFER OF FURNITURE, FIXTURES AND EQUIPMENT
3 (440 WEST COURT STREET)
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Section 3.
This Resolution shall take effect upon the
5 date of its adoption.
6 I HEREBY CERTIFY that the foregoing Resolution was duly
7 adopted by the Community Development Commission of the City of
8 San Bernardino at a
joint requ1ar
meeting
9 thereof, held on the 17th
day of
Mav
, 1999,
10 by the following vote, to wit:
11 Commission Members:
AYES
NAYS
ABSTAIN
ABSENT
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The foregoing resolution
May , 1999.
approved this ~~
alles, Chairperson
y Development Commission
ity of San Bernardino
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CDC 1999-16
Outline of Escrow Instructions and disbursement instructions for
EDA, Fox/Hatle and Valley Bank for the property located at 440 West
Court Street; and as between the EDA and Hatle, the property
located at 5414 North Hallmark Parkway:
The "Initial Closing Date" shall occur on or about May 19, 1999,
and the "Hallmark Closing Date" shall occur on or about May 30,
1999.
I. Documents, checks and instruments to be provided by following
parties to the Escrow Holder on or before May 18, 1999:
A. EDA
1. Release of Personal Guaranties of Ray Fox and Russ
Hatle;
2. Certificate of Satisfaction of remaining $ 97,000
loan balance and accrued and unpaid interest on EDA
loan to Fox/Hatle;
3. Reconveyance of Deed of Trust on 440 West Court
Street securing Personal Guaranties of Ray Fox and
Russ Hatle;
4. Acceptance of FF&E from Fox/Hatle for 440 West
Court Street;
5. Conveyance of FF&E from EDA to Valley Bank;
6. Executed copy of Amendment No. 2 to DDA for
Hallmark Parkway property;
7. executed Grant Deed for transfer of Hallmark
Parkway property from EDA to Hatle;
8. Preliminary Title Report for Hallmark Parkway
property;
B. Fox/Hatle
1. Conveyance of FF&E to EDA for subsequent transfer
to Valley Bank;
2. Executed copy of Amendment No. 2 to DDA for
Hallmark Parkway property;
3. deposit of cashier's check for $473,500 plus
$ ___ for allocable share of closing costs on
Hallmark Parkway property purchase from EDA;
C. Valley Bank
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Check for $
440 West Court
Completion of
Street;
for
Street;
trustee's
payment of back taxes on
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sale on 440 West Court
SBEO/0001/DOC/3493
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CDC 1999-16
3. Release of EDA Guaranty;
4. Release of Fox/Hatle Guaranty;
5. Certificate of Satisfaction of all remaining
principal and interest, late charges and penalties
due and owning on the loan to Fox/Hatle for the 440
West Court Street property;
II Upon satisfaction of all conditions contained in Section I.
above, the Escrow Holder shall be authorized to close the
escrow, disburse funds, record documents and take the other
actions as set forth below:
A. As of the Initial Closing Date and upon satisfaction of
all conditions of the escrow and upon receipt of all
funds and documents required by the terms of the Escrow,
the Escrow Holder shall undertake the following:
1. record trustee's deed to 440 West Court Street;
2. record the Reconveyance of Deed of Trust from the
EDA to Fox/Hatle;
3. Disburse $ for payment of back property taxes
on 440 West Court Street;
4. simul taneously deliver the (i) Conveyance of FF&E
from Fox/Hatle to EDA and (ii) Conveyance of FF&E
from EDA to Valley Bank;
5. Transmit to the EDA the Release of EDA Guaranty as
executed by Valley Bank;
6. Transmit to Fox/Hatle the Release of EDA Guaranty
as executed by the EDA;
7. Transmit to Fox/Hatle the Release of Bank Guaranty
as executed by Valley Bank;
8. Transmit to Fox/Hatle the Certificate of
Satisfaction of the EDA loan;
9. Transmit to Fox/Hatle the Certificate of
Satisfaction of the Valley Bank and all principal,
interest, penalties and late charges;
B. As of the Hallmark Closing Date and upon satisfaction of
all additional conditions required by the terms of the
Escrow, the Escrow Holder shall undertake the following:
1. record the Grant Deed for the transfer of title to
the Hallmark Property from the EDA to Hatle;
2. deliver the CLTA Title Policy to Hatle;
3. disburse to the EDA an amount equal to $473,500
representing the cash purchase price for the
Hallmark Property;
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