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· REIVELOPMENT AGENCY-&uEST FOR &MMISSlON/COUNCIL AllON
GLENDA SAUL
Subject:
APPROVING A CERTAIN AMENDMENT NO.1
TO BOND DOCUMENTS - CASTLEPARK
APARTMENTS PROJECT
I::
Redevelopment Agency
Date: FEBRUARY 25, 1986
Synopsis of Previous Commission/Council ection:
Ordinance~#3815 providing for the issuance of multifamily mortgage rev~nue 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)
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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~ did
Signature
Contact person:
GLENDA SAUL
Phone: 383-5081
Supporting data sttached: YES/STAFF REPORT
FUNDING REQUIREMENTS: Amount: $ N/A
Wsrd:
5
N/A
March 3, 1986
Project:
No sdverse Impact on City:
.Cil Notes:
Date:
Agenda Item No. ~s:- 7
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REIVELOPMENT AGENCY-RtQUEST FOR lMMISSION/COUNCIL A~ION
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STAFF REPORT
On November 11, 1985, the Mayor and Common Council adopted Resolution #85-470
approving final bond documents for the Castlepark Apartment project,
Bond Counsel notified staff of the need to make certain amendments to both the
Indenture ~of Trust and the Loan Agreement in order to clarify both for a
submission of the bond to Moody's for a rating,
Bond Counsel assures staff there are no substantive changes to these bond
documents - strictly clarification.
Following is a summary of the project:
Name of Project:
Applicant:
Amount of Issued Bonds:
Castle park Apartments Project)
Mr, Robert Staniec
$20,400,000
Project:
Construction
multifamily
development.
of a
rental
508 unit
hOUSing
Location:
Near the southwest corner of the
intersection of College Avenue
and Varsity Drive bounded on the
southwest by the Interstate l5E
Freeway.
Construction Schedule:
Have already begun grading,
Three (3) construction phases
will take between 12 and 24
months to complete,
Reserve & Development Fee:
1% of $20,400,000 = $204,000
Rent Schedule:
Market
20% set-aside
a. 1 bedroom, 1 bathroom
b, 2 bedroom, 2 bathrooms
c, 2 bedroom, 2 bathrooms*
$395,00
$495,00
$595.00
$380,00
$475,00
$520.00
Trustee:
First Interstate
California
Bank
of
Interest Rate:
Floating
Attached is a map showing the project location,
*Larger square footage per unit.
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SBE 066-46(2,224-8)/1542S/ca
02121/86
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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 City of San Bernardino, California (the
"City"), is authorized and empowered by Ordinance No. 3815, as
amended (the "Ordinance"), to make construction 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
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WHEREAS,
said Ordinance is
intended to finance the
development of industry and commerce and to thereby broaden the
employment opportunities 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
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WHEREAS, the ci ty is authorized and empowered to issue
. multifamily mortgage revenue bonds pursuant to Health and Safety
Code Section 52000, et ~. (the "Act"); and
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WHEREAS, CastleBar, Inc., a California corporation, 'or its
successors or ass igns (the "DeveloperM), has previous 1 y submi t ted a
certain application (the MApplicationM), to the Mayor and Common
Council of the City of San Bernardino, California (the "Mayor and
Common Council"), for tax-exempt financing for a certain multifamily
rental housing development pursuant to Ordinance 3815, as amended,
as more fully described in said Application (the MProject"); and
WHEREAS, the Mayor and Common Council, pursuant to its
Resolution No. 85-476, adopted on November IB, 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
"IndentureM) 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
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WHEREAS, Section 10.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 tbe 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 11,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
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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
i FOLLOWS:
Section 1. The above recitals, and each of them, are
true and correct,
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Section 2. The Mayor and Common Council hereby approves
the form of Amendment No, I to the Indenture of Trust as attached
hereto as Exhibit" A" and the form of Amendment No. I 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 Ci ty Clerk of the City or such other appropriate City
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official, subject to such changes, additions or deletions as may be
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recommended by the City Attorney and Bond Counsel.
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. I to the
.,
Loan Agreement will be subject to the approval of the City Attorney.
Section 4.
This
Resolution
shall take effect upon
adoption
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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 . 198b. by the following vote,
7
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:
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,4~ Ci ty Aho ney
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STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO )
CITY OF SAN BERNARDINO )
55
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.
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the City of
and attached
i.s, a full,
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
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SBE066-45/15l0S/rg
02121/86
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 "Iss'uet") and
Security Pacific National Bank, as trustee (the "Trustee") .js dated
this ____ day of ____, 1986 ("Amendment No.1"), This Amendment No.
1 shall 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 deposited
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 (ii i) 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 a re 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 l26-day period
after such moneys were deposited with the Trustee (during such
l26-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 Credit
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
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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 rstain 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
wri ting 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) dai 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
credi ted 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,"
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(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 3.0l(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;
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(2) Payments made by the Trustee from (i) Bond proceeds in
the Construction Fund invested pursuant to the 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."
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(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,
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IN WITNESS WHEREOF, the parties have executed and at tested
this Amendment No, 1 to the Indenture of Trust by their officers
thereunto duly authorized as of the date and year first wri tten
above,
SECURITY PACIFIC BANK
as Trustee
By:
vice President
CITY OF SAN BERNARDINO,
CALIFORNIA
as Issuer
By:
Mayor
(SEAL)
ATTEST:
By:
City Clerk
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SBE066-44/l509S/rg
02121/86
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 California
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 Credit shall 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 IS, 1986, together with (i) written
evidence, satisfactory to the Trustee, from Mondy'!'; to the effect
that t.he Letter of Credit will 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.
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IN WITNESS WHEREOF, the parties have executed and attested
this Amendment No. 1 to the Loan Agreement by their officers
thereunto du ly author ized as of the date and year fi rst written
above,
CASTLEBAR, INC.
By:
Larry B. Harvey, President
CITY OF SAN BERNARDINO,
CALIFORNIA
By:
Mayor
(SEAL)
I . ATTEST:
By:
City Clerk
SECURITY PACIFIC BANK
By:
Vice President
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