Loading...
HomeMy WebLinkAboutR12-Redevelopment Agency . REDtVELOPMENT AGENcy.RI.u&ST FOR I..ISSION/COUNCIL AllON GLENDA SAUL Subject: APPROVING A CERTAIN AMENDMENT NO.1 TO BOND DOCUMENTS - CASTLE PARK APARTMENTS PROJECT 1m' apt: Redevelopment Agency Date: FEBRUARY 25. 1985 Synopsis of Previous Commission/Council action: Ordinance #3815 providing for the issuance of multifamily mortqage revenue bonds. On January 28. 1985. the Mayor and Common Council adopted Resolution #85-38 - inducement resolution. On August 5. 1985, the Mayor and Common Council adopted Resolution #85-294 setting a TEFRA public hearing. . On September 9, 1985. the Mayor and Common Council adopted Resolution #85-347 to hold the TEFRA public hearing. On November 11. 1985. the Mayor and Common Council adopted Resolution #85-470 approving final bond documents. Recommended motion: (MAYOR AND COMMON COUNCIL) . RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO. CALIFORNIA. APPROVING A CERTAIN AMENDMENT NO. ONE TO THE INDENTURE OF TRUST AND A CERTAIN AMENDMENT NO. ONE TO THE LOAN AGREEMENT IN CONNECTION WITH ITS CITY OF SAN BERNARDINO, CALIFORNIA. HOUSING REVENUE BONDS 1985 SERIES (CASTLEPARK APARTMENTS PROJECT). &d4~a J;d Signature Contact person: GLENDA SAUL Phone: 383-5081 Supporting deta attached: YES/STAFF REPORT Ward: 5 N/A March 3, 1986 FUNDING REQUIREMENTS: Amount: $ N/A Project : Date: No adverse Impact on City: .Cil Notes: Agenda Item No. J.;:( --.-.......- - 'CIT' OF SAN BERNARDI I>> - REQUEfr FOR COUNCIL AC&N . STAFF REPORT The resolution before you today approves a certain amendment no. 1 to both Indenture of Trust and the Loan Agreement. This amendment clarifies the Trust Indenture and the Loan Agreement in order to submit the bond to Moody's for a rating. Bond Counsel assures there are no substantive change to these bond documents - strictly clarification. 682L 2/86 . . 75-0264 . . . . . . . SBE 066-46(2,224-8)/1542S/ca 02121/86 RESOLUTION NO. RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING A CERTAIN AMENDMENT NO. 1 TO THE INDENTURE OF TRUST AND A CERTAIN AMENDMENT NO. 1 TO THE LOAN AGREEMENT IN CONNECTION WITH ITS CITY OF SAN BERNARDINO, CALIFORNIA, MULTIFAMILY HOUSING REVENUE BONDS 1985 SERIES (CASTLE PARK APARTMENTS PROJECT) WHEREAS, the Ci ty of San Bernardino, California (the "Ci ty"), is authorized and empowered by Ordinance No. 3815, as amended (the "Ordinance"), to make const ruct ion loans and mortgage loans to finance various types of projects, as defined in the Ordinance, and to issue its special revenue bonds for the purpose of enabling various developers to finance the cost of such projects, and has amended the same from time to time; and WHEREAS, said Ordinance is finance the intended to development of industry and commerce and to thereby broaden the employment opportuni ties and to increase the avai labi Ii ty of safe and sanitary housing which is affordable at rental rates by persons and families in the lower end of the rental spectrum and there is a consequent need to encourage the construction or development of rental units affordable by such persons and otherwise to increase the rental housing supply in the City for such persons without any liability to the City whatsoever; and - 1 - ~(~ . . . . . . . WHEREAS, the City is authorized and empowered to issue multifamily mortgage revenue bonds pursuant to Health and Safety Code Section 52000, et ~. (the "Act"); and WHEREAS, CastleBar, Inc., a California corporation, or its successors or ass igns (the "Developer"), has previous 1 y submi t ted a certain application (the "Application"), to the Mayor and Common Council of the Ci ty of San Bernardino, Ca 1 ifornia (the "Mayor and Common Counci 1"). for tax-exempt financing for a certain mu It if ami ly rent a 1 hous ing development pursuant to Ordinance 3815, as amended, as more fully described in said Application (the "Project"); and WHEREAS, the Mayor and Common Council, pursuant to its Resolution No. 85-476, adopted on November 18, 1985, approved, among other items, the execution and delivery of a certain Indenture of Trust by and between the City and Security Pacific National Bank, as Trustee (the "Trustee"), dated as of November 1, 1985 (the "Indenture") and a certain Loan Agreement by and among the City, the Trustee, and the Developer dated as of November 1, 1985 (the "Loan Agreement"); and WHEREAS, the Indenture has provided for the issuance by the City of its $20,400,000 'City of San Bernardino, California, Multifamily Housing Revenue Bonds, 1985 Series A (Castle Park Apartments Project) (the "Bonds"), for the purpose of providing funds to pay a portion of the cost of the Project of the Developer; and - 2 - . . . . . . . WHEREAS, Section lO.Ol(i) of the Indenture provides that the City and the Trustee may modify or amend the Indenture at any time by entering into a supplemental indenture, without fhe consent of any bondholders, to cure any ambiguity or formal defect or omission in the Indenture which does not have an adverse effect upon the interest of the Bond Owners; and WHEREAS, Section 6.3 of the Loan Agreement and Section ll.Ol(i) of the Indenture provide that the Trustee, the City and the Developer may enter into any amendment of the Loan Agreement as may be required to cure any ambiguity in the Loan Agreement which in the opinion of Bond Counsel does not have an adverse effect upon the interest of the Bond Owners; and WHEREAS, it is now desirable for the City to approve a certain Amendment No. 1 to the Indenture of Trust in the form as attached hereto as Exhibit "A" ("Amendment No. 1 to the Indenture of Trust"), and to request the Trustee to consent to such Amendment No. 1 to the Indenture of Trust; and WHEREAS, it is now desirable for the City to approve a certain Amendment No. 1 to the Loan Agreement in the form attached hereto as Exhibit "B" ("Amendment No. 1 to the Loan Agreement"), and to request the Trustee and the Developer to consent to such Amendment No. 1 to the Loan Agreement; and - 3 - . . . . . . . WHEREAS, all acts, conditions and things required by the Ordinance, and by all other laws of the State of California, to exist, to have happened and to have been performed precedent to and in connection with the issuance of the aforesaid multifamily residential mortgage revenue bonds exist, have happened, and have been performed in regular and due time, form and manner as required by law, and the City has duly authorized, pursuant to each and every requirement of law, the issuance of such multifamily residential mortgage revenue bonds for the purpose, in the manner and upon the terms therein provided. NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO DO HEREBY FIND, RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. true and correct. The above recitals, and each of them, are Section 2. The Mayor and Common Council hereby approves the form of Amendment No.1 to the Indenture of Trust as attached hereto as Exhibit "An and the form of Amendment No.1 to the Loan Agreement as attached hereto as Exhibit "B". The Mayor and Common Council further authorizes the execution of the final form of Amendment No. 1 of the Indenture of Trust and Amendment No. 1 to the Loan Agreement when the same shall be presented for execution by the Mayor and City Clerk of the City or such other appropriate City - 4 - . . . . . official, subject to such changes, additions or deletions as may be recommended by the Ci ty At to rney and Bond Counse 1. The execution thereof by the Mayor and city Clerk of the City or such other appropriate City official shall be deemed to be conclusive as to the approval thereof by and on behalf of the City. Section 3. This Resolution and the final version of the Amendment No. 1 of the Indenture of Trust and Amendment No. 1 to the Loan Agreement will be subject to the approval of the City Attorney. Section 4. This Resolution sha 11 take effect upon adoption . I HEREBY CERTIFY adopted by the Mayor San Bernardino at a day of that the foregoing resolution was duly and Common Counci 1 of the City of meeting thereof, held on the , 198~, by the following vote, to wit: AYES: Council Members NAYS: ABSENT: City Clerk The foregoing resolution is hereby approved this _ day , 1986. of Mayor of the City of San Bernardino . Approved as to form: ~~4 ~~City AEt~J~y - 5 - . . . . . . STATE OF CALIFORNIA ) COUNTY OF SAN BERNARDINO ) CITY OF SAN BERNARDINO ) ss I, SHAUNA CLARK, City Clerk in and for San Bernardino, DO HEREBY CERTIFY that the foregoing copy of San Bernardino City Resolution No. true and correct copy of that now on file in this office. the and is . City of attached a fu 11, IN WITNESS WHEREOF, I have hereunto set my hand and. affixed the official seal of the City of San Bernardino this ___ ___ day of , 1986. City Clerk - 6 - . . . . . . . SBE066-45/1510S/rg 02/21/86 AMENDMENT NO. 1 TO THE INDENTURE OF TRUST This Amendment No. 1 to the Indenture of Trust by and between the City of San Bernardino, California (the "Issuer") and Security Pacific National Bank, as trustee (the "Trustee") -is dated this day of , 1986 ("Amendment No.1"). This Amendment No. 1 sha~amend the Indenture of Trust by and between the Issuer and the Trustee dated as of November 1, 1985, to the extent as hereinafter set forth: (1) The definition of "Seasoned Funds" in Section 1.01 is amended to read as follows: ... Seasoned Funds' means moneys depos i ted by the Remarketing Agent or the Bank pursuant to Section 3.01 of this Indenture and any interest earnings thereon and (i) moneys deposited by the Developer with the Trustee and designated by the Developer for the payment of the principal of or interest on the Bonds, (ii) Bond Proceeds credited to the Construction Fund and invested pursuant to the Investment Agreement, and (iii) interest earnings on any of the funds specified in (i) and (ii) above, which moneys described in (i) and (ii) above shall have been held by the Trustee for at least one hundred and twenty-six (126) days prior to the date such moneys are to be used to make payments on the Bonds; provided, however, that any interest earnings held. by the Trustee on moneys which are at the time considered to be Seasoned Funds shall also be considered to be Seasoned Funds; and provided further that no Act of Bankruptcy shall have occurred during such 126-day period after such moneys were deposited with the Trustee (during such 126-day period, the Trustee shall be entitled to rely on Developer's failure to furnish the Trustee with a certificate to the effect that an Act of Bankruptcy has occurred as evidence that no such bankruptcy has occurred)." (2) A new paragraph is hereby inserted between the first and second paragraphs of Section 2.05 and shall read as follows: "The Trustee shall not permit a substitution of or withdrawal from the Investment Agreement prior to either (i) the Letter of Credi t Date or (ii) a redemption pursuant to Section 2.06 hereof." (3) The second paragraph of Section 2.08(a) is amended to read as follows: "(b) Upon delivery to the Trustee of the delivery of the Letter of Credit, the Trustee shall, within five (5) Business Days after such delivery mail notice by first class mail, postage prepaid, to the Remarketing Agent and the owners of all Bonds. Such notice shall state (1) the proposed Letter of Credit Date, (2) that the rate of interest on all Bonds will be established at the Variable Rate on the Letter of Credit Date, (3) that the Variable Rate shall be determined on the Variable Rate Computation Date, (4) that on and after the Letter of Credit Date Bonds may be held only - 1 - . . . . . . . in the denomination of $50,000 or integral multiples thereof and any owner of Bonds in an aggregate principal amount less than $50,000 or is an aggregate principal amount not equal to an integral multiple of $50,000 shall be deemed to have tendered its Bond on the Letter of Credit notwithstanding any election by such Owner to r.etain such Bond on such Bond shall cease to bear interest from and after the Letter of Credit Date and such Owner thereafter shall not have any rights under the Indenture except the right to receive payment therefor upon surrender of the Bond to the Trustee, (5) that all Bonds will be redeemed on the Letter of Credit Date, except for (A) those Bonds which the owner thereof has notified the Trustee in writing at least three (3) Business Days prior to the Letter of Credit Date of its election to retain such Bond, and (B) those Bonds which are purchased by the Remarketing Agent or which the Developer elects to purchase pursuant to the Indenture, (6) that if the owner thereof elects to retain any such Bond after the Letter of Credit Date, such Bond shall be subject to the provisions of the Indenture permitting the purchase of such Bond upon notice from the owner thereof, (7) that any untendered Bond for which the Trustee has not received written notice from the owner thereof at least three (3) Business Days prior to the Letter of Credit Date of such owner' s election to retain such Bond after establishment of the Variable Rate shall not be deemed to be outstanding under the Indenture after the Letter of Credit Date and such owner thereafter shall not have any rights under the Indenture except the right to receive payment therefor and (8) that the then-current rating on the Bonds from Moody's will be withdrawn on the Letter of Credit Date and be replaced by the rating on the Bonds as of the Letter of Credit Date, if any. The Trustee shall within one (1) day of receipt of notice from any Bondholder that such Bondholder elects to retain its Bond provide notice to the Tender Agent and the Remarketing Agent by telephone, telecopy or telex." (4) The fourth paragraph of Section 2.10 is amended to read as follows: "Funds for the payment of the purchase price of Bonds, inCluding premium, if any, so purchased in lieu of redemption on the Letter of Credit Date shall be derived from the following sources constituting Seasoned Funds in the order of priority indicated: (1) Proceeds of the purchase of such Bonds by the Remarketing Agent; (2) Payments made by the Trustee from (i) Bond proceeds credited to the Cons,truction Fund and invested pursuant to the Investment Agreement or (ii) cash deposited by the Bank; (3) Payments made by the Developer pursuant to the Loan Agreement. and amounts derived from the investment of such amounts." - 2 - . . . . . . . (5) A fifth paragraph is hereby added to Section 2.10 and shall read as follows: "Funds for the payment of the purchase price of Bonds so purchased in lieu of redemption on the Conversion Date or Reset Date shall be derived from the following sources in the order of priority indicated: (1) Proceeds of the purchase of such Bonds by the Remarketing Agent; (2) Payments made by the Bank pursuant to the Letter of Credit ; (3) Payments made by the Developer pursuant to the Loan Agreement, and amounts derived from the investment of such amounts." (6) The seventh paragraph of Section 3.01(b) is amended to read as follows: "Funds for payment of the purchase price of Bonds, including premium, if any, purchased by the Remarketing Agent or purchased by the Developer on the Letter of Credit Date shall be derived from the following sources constituting Seasoned Funds in the order of priority indicated: (1) Proceeds of the sale of such Bonds to the Remarketing Agent pursuant to this Section 3.01; (2) Payments made by the Trustee from (i) Bond proceeds in the Construction Fund invested pursuant to lhe Investment Agreement or (ii) cash deposited by the Bank; and (3) Payments made by the Developer pursuant to Section 3.B of the Loan Agreement, and amounts derived from the investment of such amounts. Funds for the payment of the premium of Bonds so purchased shall be derived only from Seasoned Funds. (7) An eighth paragraph is hereby added to Section 3.01(b) and shall read as follows: "Funds for the payment of the purchase price of Bonds so purchased in lieu of redemption on the Conversion Date or Reset Date shall be derived from the fOllowing sources in the order of priority indicated: (1) Proceeds of the purchase of such Bonds by the Remarketing Agent; (2) Payments made by the Bank pursuant to the Letter of Credit; (3) Payments made by the Developer pursuant to the Loan Agreement, and amounts derived from the investment of such amounts. II - 3 - . . . . . . (8) Section 6.04 is amended by substituting "November" for "December" and by substituting "May" for "June". This Amendment No. 1 may be simultaneously executed in several counterparts, each of which shall constitute but one and the same instrument. - 4 - . . . . . . . . IN WITNESS WHEREOF, the parties have executed and attested this Amendment No. 1 to the Indenture of Trust by their officers thereunto duly authorized as of the date and year first written above. SECURITY PACIFIC BANK as Trustee By: vice President CITY OF SAN BERNARDINO, CALIFORNIA as Issuer By: Mayor (SEAL) ATTEST: By: City Clerk - 5 - . . . . . . . SBE066-44/1509S/rg 02/21/86 AMENDMENT NO. 1 TO THE LOAN AGREEMENT This Amendment No. 1 to the Loan Agreement by and among the City of San Bernardino, California (the "Issuer"), Security Pacific National Bank (the "Trustee") and CastleBar, Inc., a CaJifornia corporation (the "Developer") is dated this _ day of _, 1986 ("Amendment No. 1"). Amendment No. 1 shall amend the Loan Agreement by and among the Issuer, the Trustee and the Developer dated as of November 1, 1985, to the extent as hereinafter set forth: (1) Section 3.9(a) is amended to read as follows: "The Investment Agreement delivered to the Trustee simultaneously with the original issuance and delivery of the Bonds shall be in the form approved by the Underwriter. The Letter of Credi t sha 11 not be accepted by the Trustee until the Trustee shall have provided for the reconveyance of any deed of trust prior to the lien of the Deed of Trust securing the Agreement and the Note from the first draw of funds to be disbursed from the Construction Fund to the extent such draw represents the payment or reimbursement of Project Costs. Subject to the foregoing, the Letter of Credit shall be delivered to the Trustee on or before October 15, 1986, together with (i) written evidence, satisfactory to the Trustee, from Moody's to the effect tha t the Letter of Credi t wi 11 not, in and of itself, cause the rating on the Bonds to be below the equivalent of at least "Aa", (ii) the pOlicy of title insurance required by Section 3.14 hereof. (iii) a certificate of a certified public accountant, provided by the Developer, to the effect that funds for payment of the purchase. price of the Bonds purchased by the Remarketing Agent or the Developer on the Letter of Credit Date are sufficient to pay the premium described in Section 3.01 of the Indenture, and (iv) an opinion of counsel to the Bank to the effect that (a) the Letter of Credit has been duly authorized, executed and delivered by all necessary corporate action on the part of the Bank and the Letter of Credit constitutes the legal, valid and binding Obligation of the Bank enforceable in accordance with its terms except as limited by bankruptcy, inSOlvency or similar laws affecting the enforcement of rights of creditors generally and the application of equitable principles where equitable remedies are sought and (b) the exemption of the Bonds (or any securities evidenced thereby) from the registration requirements of the Securities Act of 1933, as amended, shall not be impaired by the delivery of the Letter of Credit or that the applicable registration requirements of such act has been satisfied. The Developer shall notify the Trustee and the Remarketing Agent fifteen (15) days prior to the date of delivery of the Letter of Credit of the delivery of the Letter of Credit." This Amendment No. 1 may be simUltaneously executed in several counterparts, each of which shall constitute but one and the same instrument. - 1 - . . . . . IN WITNESS WHEREOF, the this Amendment No. 1 to the thereunto duly authorized as of above. (SEAL) ATTEST: By: City Clerk . parties have executed and Loan Agreement by their the date and year first CASTLEBAR, INC. By: . attested officers written Larry B. Harvey, President CITY OF SAN BERNARDINO, CALIFORNIA By: Mayor SECURITY PACIFIC BANK By: Vice President - 2 -