HomeMy WebLinkAboutR35-Economic Development Agency
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ECONOMIC DEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO
FROM:
Gary Van Osdel
Executive Director
SUBJECT:
303 WEST THIRD STREET -
AMENDMENT TO OWNER
PARTICIPATION AND EDI LOAN
AGREEMENT
DATE:
July 23, 2003
OR\G\NAL
SvnoDsis of Previous Commission/Council/Committee Action(s):
On August 7, 2000, the Mayor and Conunon Council and the Conununity Development Conunission authorized
approval for Loan Guarantee Assistance under Section 108 of the Housing and Conununity Development Act of 1974
for the 303 West Third Street Project and approved an Owner Participation Agreement with 303, L.L.C. to acquire and
renovate the building.
On December 12, 2000, the Council and Conunission took action to approve the final form of the HUDI08 loan
agreement with HUD and the development agreements with 303, L.L.c.
On July 21, 2003, the Mayor and Conunon Council authorized execution of an Amended Conunitment Schedule for the
303 West Third Street HUDI08 loan between the City of San Bernardino and the US Department of Housing and Urban
Development (HUD).
On July 24, 2003, Redevelopment Conunittee Members Anderson, Suarez and Estrada unanimously' 'voted to
reeonunend that the Community Development Conunission consider this action for approval.
Recommended Motion(s):
(Communitv Develonment Commission)
MOTION A: A RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF
SAN BERNARDINO APPROVING AN AMENDMENT TO THE 2000 OWNER PARTICIPATION
AND EDI LOAN AGREEMENT, DATED AS OF SEPTEMBER 18, 2000 BY AND BETWEEN 303,
L.L.C., AND THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
(Mavor and Common Council)
MOTION B: A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO APPROVING AN AMENDMENT TO THE 2000 COMMUNITY DEVELOPMENT
BLOCK GRANT PROGRAM SECTION 108 PROJECT DEVELOPMENT LOAN AGREEMENT,
DATED AS OF SEPTEMBER 18,2000 BY AND BETWEEN 303, L.L.C., AND THE CITY OF SAN
BERNARDINO
Contact Person(s):
Project Area(s)
Gary Van Osdel/John Hoeger
Phone:
(909) 663-1044
Central City
Ward(s):
One
Supporting Data Attached: 0 Staff Report 0 Resolution(s) 0 Agreement(s)/Contraet(s) 0 Map(s) 0 Letters
FUNDING REQUIREMENTS Amount: $
None
Source:
N/A
N/A
SIGNATURE:
Budget Authority:
~~
del, Executi ve Direct r
Commission/Council Notes:
___:?'::~u~uC~+~~c:&>_~::_2~___m__ ______________________________________________________________________________________u.________________________
P:\Agcndas\Comm Dcv Commission\CDC 2003\03-08-04 303 W 3rd Sl CDC Item.doc COMMISSION MEETING AGENDA
'12k~.-;. LCO -:>- '22"2 Meeting Date: 08/04/2003
Agenda Item Number:
/(35
ECONOMIC DEVELOPMENT AGENCY
STAFF REPORT
303 West Third Street - Amendment to Owner Participation and EDI Loan Al!reement
BACKGROUND:
Efforts to attract a private use for the 303 West Third Street building have not been successful so far.
Alternative negotiations with the County are promising but finding a user for the building has taken
far longer than was anticipated when it was purchased from the State of California two years ago.
This has prevented the Developer from proceeding with the building renovation work as scheduled in
the development agreements. Several loan provisions were designed for principal payments this
summer. They include the due date on the promissory note for the Developer's EDI Loan
($340,000), date for payment of a "Participation" fee ($200,000) and the first principal payment on
the "Developer-I 08" loan ($100,000); all to be paid by the Developer to the City! Agency.
The City has already taken action to delay its own principal payment (of $100,000) to HUD on the
primary HUDI08 loan for a period of one year. This item proposes to make amendments in the
development agreements to provide for corresponding one-year delays in the Developer's obligations
to the City! Agency.
CURRENT ISSUE:
Agency Special Counsel has prepared development agreement amendments that will delay the
maturity of the Developer's obligations by 12 months to provide time to complete negotiations with
the County. The Developer points out that it is likely to take more than 12 months to finish the
negotiations, get board approvals, obtain financing, complete construction and transfer the building to
the County to finish it with tenant improvements. At this time, however, the City has obtained a 12-
month delay from HUD and, based upon progress in a lease!sale to the County, is expected to be able
to obtain a second delay next year. At that same time next year, a second amendment could also be
recommended for the Developer based upon its final construction timetable.
ENVIRONMENTAL IMPACT:
This item will not change any of the environmental conditions that result from the development
agreements.
FISCAL IMPACT:
No funds are required to implement this item. The 12-month delay in payment of the $100,000
principal payment from the Developer to the City is offset by the City's corresponding delay in
payment to HUD. The delay in payment of $544,000 to the Agency for the ED! Loan and the
Participation Fee is required because payment is predicated upon bank financing for the renovation
improvements which cannot be obtained until the building is leased or sold.
?:\AgendasIComm Dev CommissionlCDC 2003\03-08-04 303 W 3rd Sl CDC hem,doc
COMMISSION MEETING AGENDA
Meeting Date: 08/04/2003
Agenda Item Number: ~
"
Economic Development Agency Staff Report
303 West Third Street - Amendment to Owner Participation
and EDI Loan Agreement
Page 2
RECOMMENDATION:
That the Community Development Commission and the Mayor and Common Council adopt the
attached Resolutions.
P:\Agendas\Comm Dev Commission\CDC 2003\03-08-04 303 W 3rd 51 CDe Item. doc
COMMISSION MEETING AGENDA
Meeting Date: 08/04/2003
Agenda Item Number: Il.:3S"'
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RESOLUTION NO.
_t~,(PV
A RESOLUTION OF THE COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING AN
AMENDMENT TO THE 2000 OWNER PARTICIPATION AND EDI
LOAN AGREEMENT, DATED AS OF SEPTEMBER 18, 2000 BY AND
BETWEEN 303, L.L.c., AND THE REDEVELOPMENT AGENCY OF
THE CITY OF SAN BERNARDINO
WHEREAS, 303, L.L.C" a California limited liability company (the "Owner") and the
Redevelopment Agency of the City of San Bernardino (the "Agency") have previously entered
into that certain agreement entitled "2000 Owner Participation and ED! Loan Agreement."
dated as of September 18, 2000, (the "Agreement") and concurrently therewith the Owner
entered into a separate agreement with the City of San Bernardino entitled "2000 Community
Development Block Grant Program Section 108 Project Development Loan Agreement," dated
September 18,2000, amended (the "City Section 108 Loan Agreement"), pursuant to which the
Owner completed its acquisition of the "303 Third Street Parcel", as this term is defined in the
Agreement; and
WHEREAS, the Agency has previously disbursed the sum of Three Hundred Forty Four
Thousand Dollars ($344,000) to the Owner for the acquisition of the 303 Third Street Parcel as
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provided under the Agreement; and
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WHEREAS, the Owner and the Agency believe it IS appropriate to amend the
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Agreement as set forth in this Amendment.
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NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE
CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS
FOLLOWS:
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Section 1.
The Commission hereby approves the Amendment to 2000 Owner
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Participation and EDI Loan Agreement and EDI Loan Forbearance Agreement (303 Third
Street Project) dated as of July I, 2003 (the "Amendment") by and between the Owner and the
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Agency in the form attached as Exhibit "A". The Chair of the Commission and the Agency
Secretary are hereby authorized and directed to execute the Amendment on behalf of the
Agency. together with such technical and conforming changes as may be recommended by the
Executive Director of the Agency in consultation with Agency special legal counsel.
The Resolution shall become effective immediately upon its adoption.
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7 thereof, held on the day of
8 Commission Members: Aves
9 ESTRADA
LONGVILLE
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MCGlJ'..'NIS
II
DERRY
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SUAREZ
13 ANDERSON
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A RESOLUTIO:\' OF THE CO Ml\lU:\'ITY DEVELOPME:\'T
COMMISSIO:\' OF THE CITY OF SAN BER.'l/ARDINO APPROVING A:\'
AMENDME:\'T TO THE 2000 OWNER PARTICIPATION AND EDI
LOA:\' AGREEME:-;T, DATED AS OF SEPTEMBER 18, 2000 BY A:\'D
BETWEEN 303, L.L.c., A:\'D THE REDEVELOPME:-;T AGE;.,'CY OF
THE CITY OF SAN BER.'l/ARDINO
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I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the
6 Community Development Commission of the City of San Bernardino at a
meeting
, 2003, by the following vote to wit:
Nays
Abstain
Absent
Secretary
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The foregoing resolution is hereby approved this
day of
,2003.
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Judith Valles, Chairperson
Community Development Commission
of the City of San Bernardino
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Approved as to form and Legal Content:
By: r<!~~~~
Agenc)lj:ounsel
Sp..~,Q!
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AMENDMENT TO 2000
OWNER P ARTICIP A TION AND ED! LOAN AGREEMENT
AND EDILOAN FORBEARANCE AGREEMENT
(303 Third Street Project)
THIS AMENDMENT TO 2000 Owner Participation and ED! Loan Agreement (the
"Amendment") is dated as of July I, 2003, by and between 303, L.L.c., a California limited
liability company (the "Owner") and the Redevelopment Agency of the City of San Bernardino,
a body corporate and politic (the "Agency") and is entered into in light of the following facts:
- - RECITALS --
The Owner and the Agency have previously entered into that certain agreement entitled
"2000 Owner Participation and ED! Loan Agreement," dated as of September 18, 2000, as
amended, (the "Agreement") and concurrently therewith the Owner entered into a separate
agreement with the City of San Bernardino entitled "2000 Community Development Block Grant
Program Section 108 Project Development Loan Agreement," dated September 18, 2000,
amended (the "City Section 108 Loan Agreement"), pursuant to which the Owner completed its
acquisition of the "303 Third Street Parcel", as this term is defined in the Agreement.
The Agency has previously disbursed the sum of Three Hundred Forty Four Thousand
Dollars ($344,000) to the Owner for the acquisition of the 303 Third Street Parcel as provided
under the Agreement.
The Owner and the Agency believe it is appropriate to amend the Agreement as set forth
in this Amendment.
NOW THEREFORE, FOR GOOD AND VALUABLE CONSIDERA nON THE
OWNER AND THE AGENCY HEREBY AGREE AS FOLLOWS:
Section I. Unless the context of the usage of a particular term or phrase may otherwise
require, the meaning of terms and phrases as used in this Amendment shall be the same as set
forth in the Agreement.
Section 2. Subject to the terms and conditions of this Amendment, Section 4(c) of the
Agreement is hereby amended to read as follows:
"(c) The ED! Loan shall be evidenced by ED! Loan Promissory Note in
the form attached as Exhibit "C". The ED! Loan Promissory Note shall be dated
by the Escrow Holder on the day when the conditions for the State Sale
Agreement and Section 7.0 of the City Section 108 Loan Agreement have been
satisfied by the parties and when the fee title interest of the State in the 303 Third
Street Parcel is transferred to the Owner and thereafter, the EDI Promissory Note
shall mature on August I, 2004 and shall bear no interest prior to its maturity or
prepayment (except in the case of a default as provided in the EDI Loan
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Promissory Note). The EDI Loan Promissory Note shall be secured by the ED!
Loan Performance Deed of Trust in the form attached as Exhibit "D", which
affects the 303 Third Street Property, or such portion thereof as HUD may
authorize and approve. The ED! Loan Performance Deed of Trust shall be subject
only to the senior security interests of the City in the 303 Third Street Property
under the terms of the City Section 108 Loan Agreement, and such other non-
monetary lien exceptions to title in the 303 Third Street Property as approved by
the Executive Director, in consultation with legal counsel, as permitted or
consistent with all applicable provisions of the HUD Section 108 Loan
Agreement."
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Section 3. Subject to the terms and conditions of this Amendment, the Agency hereby
agrees to forbear from the collection ofthe principal amount of $344,000 as now due the Agency
as of June 1,2003 under the ED! Loan Promissory Note until a new date of August 1,2004 at
which time the Owner shall pay the Agency the sum of $344,000 under the ED! Loan
Promissory Note, provided, however, that the ED! Loan Promissory Note shall be payable
sooner upon the occurrence of a default or event of prepayment under the Agreement, the EDI
Loan Promissory Note or the EDI Loan Performance Deed of Trust. The Executive Director of
the Agency is hereby authorized and directed to deliver to the Owner an ED! Loan Promissory
Note forbearance letter in a form approved by Special Legal Counsel to the Agency which
includes a notice to the Owner that the maturity date of the ED! Loan Promissory Note has been
modified by this Amendment to be a new date of August I, 2004.
Section 4. The third (3'd) paragraph of Section 5 of the Agreement is hereby amended to
read as follows:
'The Participation Fee shall be due and payable to the Agency by the
Owner on August I, 2004 or sooner upon the acceleration or prepayment of the
Construction Loan or the recordation of the Permanent Loan. Provided that the
Participation Fee is paid to the Agency when due, no interest shall be payable by
the Owner to the Agency on the Participation Fee prior to the time when it is due
and payable. If not paid to the Agency in full when due, the outstanding balance
of the Participation Fee shall bear interest at the maximum rate per annum
permitted by law, until paid to the Agency in full."
Section 5. This Amendment shall take effect when it has been approved by the governing
board of the Agency and fully executed by the Owner and the Agency and when each of the
conditions set forth in Section 4 of that certain Section 108 Loan Agreement Amendment by and
between the Owner and the City of San Bernardino of even date herewith, have been satisfied.
Section 6. Except as modified by this Amendment all other provisions of the Agreement
and the ED! Promissory Loan Note and the ED! Loan Performance Deed of Trust and the Notice
of Memorandum of Agreement remain in full force and effect and all of the representations,
warranties and covenants of the Owner under the Agreement remain true and correct as of the
. date of execution of this Amendment by the Owner.
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Section 7. This Amendment may be executed by the panies in counterpans and when
fully executed, each counterpan shall be deemed to be one original instrument.
THIS AMENDME1':T is executed by the authorized officers and members of the panies
whose signatures appear below.
AGENCY
Redevelopment Agency of the City of San
Bernardino, a body corporate and politic
Date:
By:
Chair, Community Development Commission
APPROVED AS TO FORM:
~I\~.L
-- 'LL
By: / \11/".....
Special LegaY Counsel
By:
Agency Secretary
OWNER
303, L.L.c., a California limited liability
corporation
Date:
By:
Manin A. Matich, Manager
By:
APPROVED AS TO FORM:
J. Kevin Brunk, Manager
By:
Attorney for Owner
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RESOLUTION NO.
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A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO APPROVING AN AMENDMENT TO THE
2000 COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM
SECTION 108 PROJECT DEVELOPMENT LOAN AGREEMENT,
DATED AS OF SEPTEMBER 18, 2000 BY AND BETWEEN 303, L.L.C.,
AND THE CITY OF SAN BERNARDINO
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WHEREAS, 303, L.L.C., a California limited liability company (the "Borrower") and
the City of San Bernardino (the "City") have previously entered into that certain loan agreement
entitled "2000 Community Development Block Grant Program Section 108 Project
Development Loan Agreement", dated as of September 18, 2000, as amended (the
"Agreement"); and
WHEREAS, the City has previously disbursed to the Borrower the sum of One Million
Six Hundred Four Thousand Seventy Four Dollars and Six Cents Dollars ($1,604,074.06),
exclusive of funded interest under the terms of the Agreement for the acquisition of the "303
Third Street Property" and for the construction and installation of the "Borrower Improvements
(Phase I)", as these terms are defined in the Agreement; and
WHEREAS, the Borrower and the City believe it is appropriate to further amend the
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Agreement as set forth in this Amendment.
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NOW, THEREFORE, IT IS HEREBY RESOLVED, DETERMINED AND ORDERED
BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, AS
FOLLOWS:
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Section I.
The Mayor and Common Council hereby approves the form of the
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Amendment to 2000 Community Development Block Grant Program Section 108 Project
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Development Loan Agreement and Loan Forbearance Agreement (303 Third Street Project),
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dated as of July 1,2003 (the "Amendment") by and between the Borrower and the City in the
form attached hereto as Exhibit "A". The Mayor, City Clerk and the Executive Director of the
Economic Development Agency are hereby authorized and directed to execute the Amendment
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on behalf of the City together with such technical and conforming changes as may be approved
by the Mayor upon the recommendation of special legal counsel to the City and the Executive
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Director of the Economic Development Agency.
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Section 2. This Resolution shall take effect upon its adoption and execution in the
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manner as required by the City Charter.
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ESTRADA
LONGVILLE
MCGINNIS
DERRY
SUAREZ
.13 ANDERSON
14 MC CAMMACK
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A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO APPROVING AN AMENDMENT TO THE
2000 COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM
SECTION 108 PROJECT DEVELOPMENT LOAN AGREEMENT,
DATED AS OF SEPTEMBER 18, 2000 BY AND BETWEEN 303, L.L.c.,
AND THE CITY OF SAN BERNARDINO
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I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and
6 Common Council of the City of San Bernardino at a
meeting thereof, held on the
7
day of
,2003, by the following vote to wit:
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Council Members:
Aves
Navs
Abstain
Absent
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10
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12
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Rachel G. Clark, City Clerk
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The foregoing resolution is hereby approved this
day of
,2003.
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Judith Valles, Mayor
City of San Bernardino
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Approved as to fO~:~ L;ral Sontent:
By: \ I.. . i ci-h/L-
Special Coun"seI/J
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AMENDMENT TO 2000 COMMUNITY DEVELOPMENT BLOCK
GRANT PROGRAM SECTION 108 PROJECT DEVELOPMENT
LOAN AGREEMENT AND LOAN FORBEARANCE AGREEMENT
(303 Third Street Project)
THIS AMENDMENT TO 2000 COMMUNITY DEVELOPMENT BLOCK GRANT
PROGRAM SECTION 108 PROJECT DEVELOPMENT LOAN AGREEMENT AND LOAN
FORBEARANCE AGREEMENT ("Amendment") is dated as of July 1,2003, by and between
303, L.L.c., a California limited liability company (the "Borrower") and the City of San
Bernardino, a municipal corporation (the "City") is made and executed in light of the following
facts:
-- RECITALS --
The Borrower and the City have previously entered into that certain loan agreement
entitled "2000 Community Development Block Grant Program Section 108 Project Development
Loan Agreement", dated as of September 18,2000, as amended (the "Agreement").
The City has previously disbursed to the Borrower the sum of One Million Six Hundred
Four Thousand Seventy Four Dollars and Six Cents ($1,604,074.06), exclusive of funded
interest, under the terms of the Agreement for the acquisition of the "303 Third Street Property"
and for the construction and installation of the "Borrower Improvements (Phase I)", as these
terms are defined in the Agreement.
The Borrower and the City believe it is appropriate to further amend the Agreement as set
forth in this Amendment.
NOW THEREFORE AND FOR GOOD AND VALUABLE CONSIDERATION THE
BORROWER AND THE CITY AGREE AS FOLLOWS:
Section I. Unless the context of the usage of a particular term or phrase may
otherwise require, the meaning of terms and phrases as used in this Amendment shall be the
same as set forth in the Agreement.
Section 2. Subject to the terms and conditions of this Amendment, Section 5.0(a) of
the Loan Agreement is hereby amended to read as follows:
"(a) The Section 108 Loan shall be in an amount not to exceed the principal
sum of One Million Eight Hundred Forty Thousand Dollars United States currency
($1,840,000.00), and the Section 108 Loan shall bear interest on so much of the principal
sum as shall be drawn by the City under its HUD Section 108 Loan Agreement for
disbursement to the Borrower from time-to-time. The outstanding principal balance of
the Section 108 Loan shall bear interest payable to the City by the Borrower from the
date of each disbursement of principal under the HUD Section 108 Loan Agreement at
the variable rate of interest specified in the Borrower Section 108 Loan Promissory Note
until such time as such variable rate of interest may be reset as a permanent rate of
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interest following the "Conversion Date" as this term is set forth under the HUD Section
108 Loan Agreement and the Borrower Section 108 Promissory Note. The City shall
notify the Borrower as promptly as feasible of such notification as the City may receive,
if any, from the Secretary of HUD, that the Secretary of HUD intends for a Conversion
Date to occur under the "HUD Note", as set forth in subparagraph number six of
Paragraph LA. of the Borrower Section I 08 Promissory Note. The City agrees to
exercise best efforts, if directed by the Borrower, to request the Secretary of HUD not to
cause a Conversion Date to occur; provided however, that the Secretary of HUD reserves
its sole discretion under the HUD Note and the HUD Section 108 Loan Agreement to
cause a Conversion Date to occur. Payments of interest on the Section 108 Loan shall be
due and payable by the Borrower to the City in installments at the times set forth in the
Borrower Section 108 Loan Promissory Note. Installments of principal disbursed to the
Borrower shall be payable to the City prior to maturity or the acceleration of the Section
108 Loan, (assuming that the Borrower has received disbursements of the aggregate
principal sum of $1,840,000.00) from and after the close of Escrow on the dates and in
the amounts scheduled for payment as follows:
Date of Principal Amount of Date of Principal Amount of
Installment Principal Due Installment Principal Due
August 1,2001 $ -0- August 1,2011 $100,000.00
e August 1,2002 -0- August 1,2012 100,000.00
August 1,2003 -0- August 1,2013 100,000.00
August 1,2004 100,000.00 August 1,2014 100,000.00
August 1,2005 100,000.00 August 1,2015 100,000.00
August I, 2006 100,000.00 August 1,2016 100,000.00
August I, 2007 100,000.00 August I, 2017 100,000.00
August I, 2008 100,000.00 August 1,2018 100,000.00
August I, 2009 100,000.00 August 1,2019 100,000.00
August 1,2010 100,000.00 August I, 2020 240,000.00"
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Section 3. Subject to the terms and conditions of this Amendment, the City hereby
agrees to forbear from the collection of the principal sum of One Hundred Thousand ($100,000)
which would otherwise be due and payable by the Developer to the City on August I, 2003,
under the terms of the Borrower Section 108 Promissory Note, to a new date of August I, 2020,
at which time pursuant to this Amendment, the Borrower shall pay to the City the total principal
sum of Two Hundred Forth Thousand Dollars ($240,000), together with all accrued and unpaid
interest on the Borrower Section 108 Promissory Note. The Executive Director of the Economic
Development Agency is hereby authorized and directed to deliver to the Borrower a loan
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forbearance letter in a form approved by Special Legal Counsel to the City which includes a
notice to Borrower that the "Commitment Schedule" (page 12 of the Borrower Section 108
Promissory Note) is hereby amended to read as follows:
"COMMITMENT SCHEDULE
Principal Due Date
Commitment Amount
August 1,2001
August 1,2002
August 1,2003
August I, 2004
August 1,2005
August I, 2006
August I, 2007
August I, 2008
August I, 2009
August 1,2010
August 1,2011
August 1,2012
August 1,2013
August 1,2014
August 1,2015
August 1,2016
August 1,2017
August 1,2018
August 1,2019
August I, 2020
$ -0-
-0-
-0-
100,000.00
100,000.00
100,000.00
100,000.00
100,000.00
100,000.00
100,000.00
100,000.00
100,000.00
100,000.00
100,000.00
100,000.00
100,000.00
100,000.00
100,000.00
100,000.00
240,000.00
Maximum Commitment Amount
$1,840,000.00"
The Executive Director of the Economic Development Agency is further authorized and
directed to include in the loan forbearance letter referenced in the preceding paragraph, a notice
to the Borrower that the "Schedule P&I" (page 15 of the Borrower Section 108 Promissory Note)
is hereby amended to read as follows:
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"SCHEDULE P & I
Principal Amount
Available
Principal
Interest Rate
Optional Redemption
Due Date
YES NO
S -0- August 1,2001 X
-0- August 1,2002 X
-0- August 1,2003 X
100,000 August I, 2004 X
100,000 August I, 2005 X
100,000 August I, 2006 X
100,000 August 1,2007 X
100,000 August 1,2008 X
100,000 August 1,2009 X
100,000 August 1,2010 X
100,000 August 1,2011 X
100,000 August 1,2012 X
. 100,000 August 1,2013 X
100,000 August 1,2014 X
100,000 August 1,2015 X
100,000 August 1,2016 X
100,000 August 1,2017 X
100,000 August 1,2018 X
100,000 August 1,2019 X
240,000 August 1,2020 X
51.840.000 = Aggregate Principal Amount
Principal Amounts for which Optional Redemption is available may be redeemed, subject
to the terms contained herein and in the Loan Agreement, on any Interest Due Date on or
after August I, 2010."
The Executive Director of the Economic Development Agency shall transmit such loan
forbearance letter to the Borrower concurrently upon the satisfaction of the conditions set forth in
Section 4.
Section 4. This Amendment shall take effect when it has been approved and fully
executed by the Borrower and the City and when each of the following conditions have been
satisfied:
.
(i)
the City and the Secretary of the United States Department of Housing and Urban
Development have entered into an appropriate amendment to HUD Section 108
Loan No. B-94-MC-06-0539-A in a form satisfactory to the Mayor and the
4
P:OCkr;,al Scr"lcc> Dcp!'.!\.1argarcl.Agrccmcnls-Amcndmcnts'Agrmls-Amcnd 2003\03-08-04 303 Loan Agmnt Amendment No. 2DOe
e
Executive Director of the Economic Development Agency which provides that
the principal sums payable by the City to HUD under HUD Contract Loan No. B-
94-MC-06-0539-A, shall be due and payable by the City to HUD in the amounts
and on the dates as follows:
e
August 1,2001
August I, 2002
August I, 2003
August I, 2004
August I, 2005
August 1, 2006
August 1,2007
August I, 2008
August I, 2009
August 1,2010
August 1,2011
August 1,2012
August 1,2013
August 1,2014
August 1,2015
August 1,2016
August 1,2017
August 1,2018
August 1,2019
August I, 2020
$ -0-
-0-
-0-
100,000.00
100,000.00
100,000.00
100,000.00
100,000.00
100,000.00
100,000.00
100,000.00
100,000.00
100,000.00
100,000.00
100,000.00
100,000.00
100,000.00
100,000.00
100,000.00
240,000.00
Maximum Commitment Amount
$1,840,000.00"
(ii) the Borrower and the Redevelopment Agency of the City of San Bernardino have
entered into an appropriate amendment to that certain agreement entitled "2000
Owner Participation and EDT Loan Agreement" dated as of September 18, 2000,
as amended (the "OP A"), which provides that: (A) the maturity date of the EDT
Loan Promissory Note shall be modified to a new date of August 1,2004; and (B)
due date for the payment of the sum of Two Hundred Thousand Dollars
($200,000) by the Borrower to the Agency under Section 5 of the OP A shall be
modified to a new date of August I, 2004; provided however that in the case of
both subparagraphs (A) and (B), such obligation of the Borrower to the Agency
shall be payable sooner upon the occurrence of a default or event of prepayment
(sale or refinancing of the 303 Third Street Project) under the EDT Loan
Promissory Note;
e
(iii) Wells Fargo Bank National Association, as custodian for HUD under the terms of
that certain "Financial and Document Custodian and Trustee Agreement" dated
June 6, 2001 by and between Wells Fargo National Association and the City, shall
have accepted the receipt of the collateral assignment of this Amendment by the
City of this Amendment for the benefit of HUD;
5
P:\Clcncal Service, Dcpl,~1argarc!'Agrccmcnl>-Amcndmcnls,Agrmb-Amcnd 200).OJ.(Jg.04 303 lll~n Agmnl Amendment No, 1.DOC
.
(iv)
the Executive Director of the Economic Development Agency shall have issued a
loan forbearance letter in form approved by Special Legal Counsel to the City
which acknowledge to Borrower that so long as no Event of Default exists under
the Agreement as hereby amended (and further provided that no other event of
prepayment has occurred under any of the Section 108 Loan Collateral), that the
initial installment of principal due the City under the terms of the Borrower
Section 108 Promissory Note shall be the new date of August I, 2004,
Section 5, Except as modified by this Amendment all other provisions of the
Agreement and Section 108 Loan Collateral remain in full force and effect and all of the
representation, warranties and covenants of the Borrower under the Agreement and the Section
108 Loan Collateral remain true and correct as of the date of execution of this Amendment by
the Borrower.
Section 6, This Amendment may be executed by the parties in counterparts and when
fully executed, each counterpart shall be deemed to be one original instrument
1/1
/II
1/1
.
/II
/II
/II
/II
/II
/II
/II
/II
1/1
1/1
1/1
. /II
6
P:oClcricJI Scryicc> Dcpt.,,\1argarclAgrccmcnls-Amcndmcnls'Agmlls-Amcnd 2003\O)-OR-U4 303 Loan Agmnt Amendment No_ l.DOe
.
.
.
THIS AMENDMENT is executed by the authorized officers and members of the parties
whose signatures appear below.
CITY
City of San Bernardino, a municipal corporation
Date:
By:
By:
By:
APPROVED AS TO FORM
~dtl f
(/;:::v; :..<,.'-,'~
Special Legal Counsel
Mayor
City Clerk
Executive Director of the Economic
Development Agency
BORROWER
303, L.L.c., a California limited liability company
Date:
By:
By:
APPROVED AS TO FORM
Attorney for Borrower
Martin A. Matich, Manager
J. Kevin Brunk, Manager
P:\Clcrical Services DcptIMargom:tlAgrccmenls-AmendmcntslAgmM-Amend 2003\03-08-04 303 Loan Agmnl Amendmenl No. l,DQe
7
.
CITY OF SAN BERNARDINO
Interoffice Memorandum
CITY CLERK'S OFFICE
Records and Information Management (RIM) Program
DATE:
August II, 2003
TO:
Margaret Parker, Secretary
FROM:
Michelle Taylor, Senior Secretary
RE:
Transmitting Documents for Signature - Resolution 2003-222
At the Mayor and Common Council meeting of August 4, 2003, the City of San Bernardino
adopted Resolution 2003-222 - Resolution approving an amendment to the 2000 Community
Development Block Grant Program Section 108 Project Development Loan Agreement, dated as
of September 18, 2000, by and between 303, LLe, and the City.
Attached is one (1) original agreement. Please obtain signatures in the appropriate location and
return the original agreement to the City Clerk's Office as soon as possible, to my attention.
If you have any questions, please do not hesitate to contact me at ext. 3206. Thank you.
Michelle Taylor
Senior Secretary
I hereby acknowledge receipt of the above mentioned documents.
Signed: ~~a-f-M~.R.t{
Date: 3 /.Q/-!u-3
I (
Please sign and return
ECONOMIC DEVELOPMENT AGENCY
OF THE CITY OF SAN BERNA~~r_cJT'( rUFK
INTER-OFFICE MEMORANQMM NCV 21 P 1 :04
FROM:
Michelle Taylor, Senior Secretary, City Clerk's Office
~,\~argaret Parker, Secretary
TO:
SUBJECT:
Executed Documents
DATE:
October 16, 2003
Enclosed are fully executed Amendments pertaining to the following resolutions:
CDC/2003-26 Amendment to 2000 Owner Participation and EDI Loan Agreement and
EDI Loan Forbearance Agreement (303 Third Street Project)
2003-222 Amendment to 2000 Community Development Block Grant Program
Section 108 Project Development Loan Agreement and Loan
Forbearance Agreement (303 Third Street Project)
Please let me know if you have any questions.
Thank you,
Margaret
Enclosures
cc: Barbara Lindseth (with Original Executed Amendments)
Barbara Sharp (with Copy of Amendments)
John Hoeger (with Copy of Amendments)
,.
** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT **
RESOLUTION AGENDA ITEM TRACKING FORM
Vote:
Nays
Item # 12."3& A
...?-f Abstain
Resolution #
Coel?to~-z(.,
Absent .t;...:;
Meeting Date (Date Adopted): ~~ ~-o3
Ayes
IJ)
.Jd-
Change to motion to amend original documents:
Reso. # On Attachments: ~ Contract term: -
Note on Resolntion of Attachment stored separately: -=--
Direct City Clerk to (circle I): PUBLISH, POST, RECORD W/COUNTY By:
Null/Void After: -
Date Sent to Mayor: y, (" - O~'3-
Date of Mayor's Signature:
Date of ClerklCDC Signature:
Reso. Log Updated:
Seal Impressed:
,,/'
Date Memo/Letter Sent for Signature:
60 Day Reminder Letter Sent on 30th day:
90 Day Reminder Letter Sent on 45th day:
See Attached:
See Attached:
See Attached:
Date Returned:
Request for Council Action & Staff Report Attached:
Updated Prior Resolutions (Other Than Below):
Updated CITY Personnel Folders (6413, 6429, 6433, 10584, 10585, 12634):
Updated CDC Personnel Folders (5557):
Updated Traffic Folders (3985, 8234, 655, 92-389):
Yes ~ No By
Yes No ....L- By
Yes No~ By
Yes NO~ By
Yes No B
Copies Distributed to:
City Attorney
Parks & Rec.
Code Compliance Dev. Services EDA V Finance
Police Public Services Water Others:
MIS
Notes:
BEFORE FILING. REVIEW FORM TO ENSURE ANY NOTATIONS MADE HERE ARE TRANSFERRED TO THE
YEARLY RESOLUTION CHRONOLOGICAL LOG FOR FUTURE REFERENCE (Contract Term. etc.)
Ready to File: ~
Date:
Revised 01/12/01
.
~ ':r
** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT **
RESOLUTION AGENDA ITEM TRACKING FORM
Meeting Date (Date Adopted): 1s' '4-03 Item # e-3S f, Resolution #
Vote: Ayes 1-'1 Nays ,p-- Abstain~
?()03- ZZZ
Absent .cd-
Change to motion to amend original documents:
Reso. # On Attachments: =--- Contract term:
Note on Resolution of Attachment stored separately: ~
Direct City Clerk to (circle I): PUBLISH, POST, RECORD W/COUNTY By:
NulUVoid After: _
Date Sent to Mayor: '6-<-'03-
Date of Mayor's Signature:
Date of Clerk/CDC Signature:
Reso. Log Updated:
Seal Impressed:
./
60 Day Reminder Letter Sent on 30th day:
90 Day Reminder Letter Sent on 45th day:
See Attached: '....tJate Returned:
See Attached:
See Attached:
Date Memo/Letter Sent for Signature:
~-\ H'~-"
Request for Council Action & Staff Report Attached:
Updated Prior Resolutions (Other Than Below):
Updated CITY Personnel Folders (6413,6429,6433, 10584, 10585, 12634):
Updated CDC Personnel Folders (5557):
Updated Traffic Folders (3985, 8234, 655, 92-389):
Yes /' No By
Yes No ../ By
Yes No ./ By
Yes No y/ By
Yes No / y-
Copies Distributed to:
/
City Attorney
Code Compliance Dev. Services
Police Public Services Water
EDA
./
Finance
MIS
Parks & Rec.
Others:
Notes:
BEFORE FILING, REVIEW FORM TO ENSURE ANY NOTATIONS MADE HERE ARE TRANSFERRED TO THE
YEARLY RESOLUTION CHRONOLOGICAL LOG FOR FUTURE REFERENCE (Contract Term, etc.)
Ready to File: ~
Date:
Revised 01/12/0 I