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Redevelopment Agency · City of San Bernardino
300 Nanh "D" Stteel, Fourth Floor . San Bernardino. CaliCornia 92418
(714) 384-5081 FAX (714) 888-9413
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FEBRUARY 9, 1990
CENTRAL CITY PROMENADE INDUSTRIAL DEVELOPMENT
REVENUE BONDS, SERIES 1984A EXTENSION OF DUE DATE
Synopsis of Previous Commission/Council/Committee Action:
12-17-84 Mayor and Common Council approved Resolution 84-547 providing for
the issuance of Industrial Development Revenue Bonds, Series 1984A,
Central City Promenade Project.
11-30-89 Community Development Commission approved Amendment Number one to
the Loan Agreement and Supplement Number One to the Indenture.
Recommended Motion:
(MAYOR AND COMMON COUNCIL)
(A) To adopt RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF AMENDMENT NO. TWO TO THE
LOAN AGREEMENT REGARDING CENTRAL CITY PROMENADE.
(B) To adopt RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF SUPPLEMENTAL NO. TWO TO
THE INDENTURE RELATING TO CENTRAL CITY PROMENADE.
Respectfully Submitted,
Executive Director
Supporting data attached: Yes
Funding requirements: NA
Ward:
Project: lOB
Commission Notes:
1173A
Agenda of: February 19, 1990
Item No.:
$1
S T A F F R E P 0 R T
On December 17, 1984, the Mayor and Common Council approved Resolution 84-547
providing for the issuance of Industrial Development Revenue Bonds, Series
1984A, Central City Promenade Project, along with approving the Trust
Indenture, the Loan Agreement, the Bond Purchase Agreement and other related
documents.
In December 1984, the Central City Promenade Bonds were issued in the amount
of $7,200,000 with a maturity date of December 1, 2024 to assist the
Best/Marshall development. Chase Manhattan Bank, the sole purchaser of the
Bonds, exercised its right to cause a mandatory redemption of the Bonds on
December 1, 1989. pursuant to Section 3.01 (d) of the Trust Indenture dated
December 15, 1984 (a copy of the section is attached).
On November 7, 1989, Mr. Arlen Gunner, the attorney for Central City
Promenade, contacted Stradling, Yocca, Carlson and Rauth, the Agency's Special
Counsel, and stated that Chase Manhattan Bank was willing to extend the due
date on the Bonds past the mandatory redemption date of December 1, 1989.
Mr. Gunner also believed that the City need not be a part of this extension,
but the opinion of the Agency's Special Counsel was that the City must approve
changes to the Trust Indenture and amend the Loan Agreement. Late on November
20, 1989. the Agency's Special Counsel informed staff that to extend the due
date on the Bonds, a City Council action must take place prior to December 1,
1989.
On November 30, 1989. Amendment Number One to the Loan Agreement and
Supplement Number One to the Indenture extending the December 1, 1989 date to
February 1, 1990 to provide Central City Promenade the necessary time to
discuss, negotiate and further amend the Loan Agreement was approved by the
Commission.
Central City Promenade is now seeking approval of Amendment Number Two to the
Loan Agreement and approval of Supplement Number Two to the Indenture to
extend the Loan Agreement to June 1, 1990 to provide additional time to
negotiate with Chase Manhattan Bank.
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2 RESOLUTION NO.
3 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF AMENDMENT NO. TWO TO
4 THE LOAN AGREEMENT REGARDING CENTRAL CITY PROMENADE.
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NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON
6 COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS:
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SECTION 1.
The Mayor and Common Council of the City of
8 San Bernardino is hereby authorized and directed to execute
9 Amendment No. Two to the Loan Agreement between the City of San
10 Bernardino and Central City Promenade, in the form of a copy of
11 said Amendment attached hereto as Exhibit "A".
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SECTION 2.
Said Amendment shall not take effect until
13 fully signed and executed by all parties. The City shall not be
14 obligated hereunder unless and until the Amendment is fully
15 executed and no oral agreement relating thereto shall be implied
16 or authorized.
SECTION 3.
This resolution is rescinded if the parties
18 to the Amendment fail to execute it within sixty (60) days of the
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19 passage of this resolution.
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DAB/ses
February 7, 1990
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2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF AMENDMENT NO. TWO TO
3 THE LOAN AGREEMENT REGARDING CENTRAL CITY PROMENADE.
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5 I HEREBY CERTIFY that the foregoing resolution was duly
6 adopted by the Mayor and Common Council of the City of San
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Bernardino at a
meeting thereof, held on the
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day of
, 1990, by the following vote, to wit:
Council Members:
AYES
NAYS
ABSTAIN
10 ESTRADA
11 REILLY
12 FLORES
13 MAUDSLEY
14 MINOR
15 POPE-LUDLAM
16 MILLER
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City Clerk
The foregoing resolution is hereby approved this
day
of
, 1990.
23 W. R. Holcomb, Mayor
City of San Bernardino
24 Approved as to
form and legal content:
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JAMES F. PENMAN,
City Attorney
BY:~_)
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DAB/ses
February 7, 1990
AMENDMENT NO. TWO TO THE LOAN AGREEMENT
This Amendment No. Two to the Loan Agreement, as amended,
dated as of December 15, 1984 between the City of San
Bernardino, a chartered city duly organized and existing under
the Constitution of the State of California and its City
Charter (the "Issuer") and Central City Promenade, a California
limited partnership (the "Company") (the "Loan Agreement") is
made .and entered into as of February 19, 1990 between the
Issuer and the Company, with the consent of Trust Services of
America, Inc., a California corporation (the "Trustee") and The
Chase Manhattan Bank, N,A. (the "Purchaser") (the
"Amendment"). Capitalized terms used in this Amendment and not
otherwise defined shall have the same meaning as in the Loan
Agreement.
WIT N E SSE T H:
WHEREAS, Section 9.06 of the Loan Agreement provides that
the Issuer and the Company may amend the Loan Agreement with
the consent of the Trustee; and
WHEREAS, Section 1202 of the Trust Indenture dated as of
December 15, 1984 between the Issuer and the Trustee (the
"Indenture") provides that "neither the Issuer nor the Trustee
shall consent to any . . . amendment of the Loan Agreement
. . . without publication of notice and mailing and the written
approval or consent of the Holders and Owners of not less than
one hundred percent (100%) in aggregate principal amount of the
Bonds. . ."; and
WHEREAS, the Purchaser is the "Holder or Owner of every
Bond"; and
WHEREAS, the Purchaser's consent to this Amendment as
indicated by its execution of this Amendment is sufficient to
meet the consent and notice requirements of Section 1202 of the
Indenture; and
WHEREAS, Section 6.03(c) of the Loan Agreement provides
that "prior to the Conversion Date, the Note is subject to
Mandatory Prepayment, in whole, on March 1, 1990 . . . unless
the Purchaser has given notice in writing evidencing its waiver
of such redemption at least forty-five (45) days, but no more
than sixty (60) days, prior to such Redemption Date to the
Issuer, the Trustee and the Company"; and
WHEREAS, the Company and the Purchaser desire to amend
Section 6,03(c) of the Loan Agreement to provide the necessary
time to amend possibly further the Loan Agreement.
NOW, THEREFORE, in consideration of the mutual covenants
and undertaking set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which hereby are
acknowledged, the Issuer and the Company hereby agree as
follows:
1. Section 6,03(c) of the Loan Agreement is amended and
restated as follows:
"(c) Mandatory Prepayment Upon Demand of
Purchaser, Prior to the Conversion Date, the
Note is subject to mandatory prepayment, in
whole, on September 1, 1990, and on each fifth
December 1 thereafter until maturity, at a
price equal to the principal amount of
Outstanding Bonds plus accrued interest to the
date of prepayment, without premium, unless
the Purchaser shall have given notice in
writing evidencing its waiver of such
redemption at least forty-five (45) days, but
not more than sixty (60) days, prior to each
such Redemption Date to the Issuer, the
Trustee and the Company."
2. This Amendment may be executed in several
counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to the Loan Agreement to be executed on their behalf
by their duly authorized officers, and, if applicable, their
corporate seal to be affixed and duly attested all as of this
19th day of February, 1990.
CITY OF SAN BERNARDINO
By:
Its: Mayor
ATTEST:
By:
Its: City Clerk
8147n/2266/03
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ATTEST:
Bf~-
Its:
8147n/2266/03
CENTRAL CITY PROMENADE, a
California limited partnership
By:
Mark Shurgin,
General Partner
By:
Rosiland Jonas Shurgin,
General Partner
CONSENT OF TRUSTEE AS REQUIRED
BY SECTION 9,06 OF THE LOAN
AGREEMENT:
TRUST SERVICES OF AMERICA, INC.
By: d~')r<-~'/h-/
Its: AuthorizedYRepresentative
CONSENT OF THE HOLDER OF EACH
BOND AS REQUIRED BY SECTION 1202
OF THE INDENTURE AND TO
REVOCATION OF LETTER TO CAUSE
MANDATORY PREPAYMENT ON MARCH 1,
1990:
THE CHASE MANHATTAN BANK, N.A,
By:
Its: Authorized Representative
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RESOLUTION NO.
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF SUPPLEMENT NO. TWO TO
THE INDENTURE RELATING TO CENTRAL CITY PROMENADE.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON
COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS:
SECTION 1.
The Mayor of the City of San Bernardino is
hereby authorized and directed to execute Supplement No. Two to
the Indenture between the City of San Bernardino and Trust
Services of America, Inc., in the form of a copy of said
Supplement attached hereto as Exhibit "A".
SECTION 2.
Said Supplement shall not take effect until
fully signed and executed by all parties. The City shall not be
obligated hereunder unless and until the Supplement is fully
executed and no oral agreement relating thereto shall be implied
or authorized.
SECTION 3.
This resolution is rescinded if the parties
to the Supplement fail to execute it within Sixty (60) days of
the passage of this resolution.
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DAB/ses
February 7, 1990
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RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF SUPPLEMENT NO. TWO TO
THE INDENTURE RELATING TO CENTRAL CITY PROMENADE.
I HEREBY CERTIFY that the foregoing resolution was duly
adopted by the Mayor and Common Council of the City of San
Bernardino at a
meeting thereof, held on the
day of
, 1990, by the following vote, to wit:
Council Members:
AYES
NAYS
ABSTAIN
ESTRADA
REILLY
FLORES
MAUDSLEY
MINOR
POPE-LUDLAM
MILLER
City Clerk
The foregoing resolution is hereby approved this
day
of
, 1990.
Approved as to
form and legal content:
W. R. Holcomb, Mayor
City of San Bernardino
JAMES F. PENMAN,
City Attorney
BY:~/
/
DAB/ses
February 7, 1990
..
SUPPLEMENT NO. TWO TO THE INDENTURE
This Supplement No. Two to the Trust Indenture, as
supplemented, dated as of December 15, 1984 between the City of
San Bernardino, a chartered city duly organized and existing
under the Constitution of the State of California and its City
Charter (the "Issuer") and Trust Services of America, Inc., a
California corporation (the "Trustee") (the "Indenture") is
made and entered into as of February 19, 1990 between the
Issuer and the Trustee, with the consent of The Chase Manhattan
Bank, N.A. (the "Purchaser") and Central City Promenade, a
California limited partnership (the "Company") (the
"Supplement"). Capitalized terms used in th.is Supplement and
not otherwise defined shall have the same meaning as in the
Indenture.
WIT N E SSE T H:
WHEREAS, Section 1102 of the Indenture provides that the
Issuer and the Trustee may supplement the Indenture "as shall
be deemed necessary and desirable by the Issuer or the Trustee
for the purpose of modifying, altering, amending, adding to or
rescinding, in any particular, any of the terms or provisions
contained. , . [therein] or in any supplemental indenture;
provided, however, that nothing contained in
. . . Section [1102] shall permit, or be construed as
permitting, without the consent of the Holder or Owner of every
bond, (i) an extension of the maturity of the principal of or
the interest thereon or of any redemption dates from the Bond
Fund . . ."; and
WHEREAS, the Purchaser is the "Holder or Owner of every
Bond"; and
WHEREAS, the Trustee or Issuer has deemed it "necessary and
desirable" to modify the Indenture; and
WHEREAS, Section 1102 of the Indenture provides further
that "a supplemental indenture . . , which affects the rights
of the Company shall not become effective unless and until the
Company shall have consented to the adoption of such
supplemental indenture"; and
WHEREAS, this Supplement "affects the rights of the
Company"; and
WHEREAS, Section 301(d) of the Indenture provides that
"prior to the Conversion Date, the Bonds are subject to
mandatory redemption, in whole, on March 1, 1990 . . . unless
the Purchaser shall have given notice in writing to the
...
Issuer, the Trustee and the Company, stating that such
redemption shall be waived, at least forty-five (45) but no
more than sixty (60) days prior to each such redemption date";
and
WHEREAS, the Purchaser and the Company desire to further
amend Section 301(d) of the Indenture to provide the necessary
time to supplement possibly further the Indenture.
NOW, THEREFORE, in consideration of the mutual covenants
and undertaking set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which hereby are
acknowledged, the Issuer and the Trustee hereby agree as
follows:
1. Section 301(d) of the Indenture is amended and
restated as follows:
"(d) Redemption Upon Demand Of
Purchaser. Prior to the Conversion Date, the
Bonds are subject to mandatory redemption, in
whole, on September 1, 1990, and on each fifth
December 1 thereafter until maturity, at a
price equal to the principal amount of
Outstanding Bonds plus accrued interest to the
Redemption Date, without premium, unless the
Purchaser shall have given notice in writing
to the Issuer, the Trustee and the Company,
stating that such redemption shall be waived,
at least forty-five (45) but no more than
sixty (60) days prior to each such redemption
date."
2. This Supplement may be executed in several
counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument,
IN WITNESS WHEREOF, the parties hereto have caused this
Supplement to the Indenture to be executed on their behalf by
their duly authorized officers, and, if applicable, their
corporate seal to be affixed and duly attested all as of this
19th day of February, 1990,
CITY OF SAN BERNARDINO
By:
Its: Mayor
ATTEST:
By:
Its: City Clerk
8146n/2266/03
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...
ATTEST:
l .. ...-r-. ( .'
By: -.i./i uX 7'. .If>.. \i_ ( \
Its: "ssistant Secretary
"
8146n/2266/03
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TRUST SERVICES OF AMERICA, INC,
By: ~~J~Hj
Its: Authori~d Representative
CONSENT OF THE HOLDER OF EACH
BOND AS REQUIRED BY SECTION 1102
OF THE INDENTURE AND TO
REVOCATION OF LETTER TO CAUSE
MANDATORY REDEMPTION ON DECEMBER
L 1989:
THE CHASE MANHATTAN BANK, N.A,
By:
Its: Authorized Representative
CONSENT OF THE COMPANY AS
REQUIRED BY SECTION 1102 OF THE
INDENTURE:
CENTRAL CITY PROMENADE, a
California limited partnership
By:
Mark Shurgin,
General Partner
By:
Rosiland Jonas Shurgin,
General Partner
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