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: COMMUNITY REINVESTMENT FUND
C" LOAN
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DATE: October 29,2002
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Svnonsis of Previous Commission/Council/Committee Action(s):
On May 23, 2002, the Redevelopment committee recommended approval of the Community Reinvestment Loan.
Recommended Motion(s):
(Communitv Develonment Commission)
MOTION:
RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF
SAN BERNARDINO, CALIFORNIA, APPROVING A LOAN AGREEMENT, AND RELATED
DOCUMENTS, AND AUTHORIZING EXECUTION THEREOF, BETWEEN THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND THE
COMMUNITY REINVESTMENT FUND
Contact Person(s): Gary Van OsdeIlBarbara Lindseth
Project Area(s) All
Phone:
(909) 663.1044
All
Ward(s):
Supporting Data Attached: [{I Staff Report 0 Resolution(s) 0 Agreement(s)/Contract(s) 0 Map(s) 0 Letters
FUNDING REQUIREMENTS Amouo!: $ 407,388 annual
Source:
Loan Proceeds
SIGNATURE:
Budget Authority:
FY 02-03 Adopted Bu.dget
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Commission/Council Notes:
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GVO:Bl: :Com. Reinvesmtne Fund Loan Request for Council Action COMMISSION MEETING AGENDA
Meeting Date: 11/04/2002
Agenda Item Number:
1.35'
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ECONOMIC DEVELOPMENT AGENCY
STAFF REPORT
Community Reinvestment Fund Loan
Baclmround:
On May 19, 1997 the Community Development Commission ("Commission'') approved an agreement
with the Community Reinvestment Fund ("CRF''), a non-profit organization, to loan to the Agency
the amount of $1,650,000 secured by the receipt of repayments on the Agency's revolving loan
portfolio. The CRF loan was secured by the Agency's loan portfolio consisting of residential,
commercial and small business loans, including those loans originated with Community Development
Block Grant funds ("CDBG''). The 1997 CRF loan was to be repaid in ten (10) years at an interest
rate of 8.625% per annum, there was a transaction fee 00.0%, or $49,500, and there was a debt
service reserve fund requirement of$150,000. The minimum monthly payment was set at $20,568,
however, if any ofthe pledged Agency loans paid-off prior to the maturity date, the early principal
repayment to the Agency was to be paid to CRF to reduce the outstanding principal amount of the
CRF loan. Further, since the Agency's loan portfolio securing the CRF loan consisted mainly of
CDBG originated loans, the funds had to be used for economic development activities, and CDBG
eligible projects. The majority ofthe funds ($1,100,000) have been used for land acquisition in the
HUB project, along with loans to the Symphony and to Main Street Car Wash (repaid). Additionally,
because of the requirement that the Agency apply to the CRF loan principal balance any early Agency
revolving loan pay-offs, the Agency has already paid in full the 1997 CRF loan.
Current Issue:
Currently, the Agency is seeking funds to repay the balance ofthe CDBG line of credit float loan for
the Cinema of approximately $1,218,000 after Collateralized Mortgage Obligation ("CMO") funds
are applied, and to reserve funds that may be required for any unknown additional expenditures in the
HUB.
At this time, in order to fund the anticipated expenditures outlined alfove, it is proposed that the CRF
loan be renewed, which will again be secured by the Agency's loan portfolio, but will add the security
of the Agency's lease revenue from the Golf Course (approximately $260,000 per year). Because of
the added security of the Golf Course lease revenue paymentS to the CRF loan repayment, the
Agency will be able to obtain a loan of $3,500,000 at a 6.55% per annum interest rate. The
transaction fee will be 2.0%, or $70,000, plus any attorney fees, with a minimum monthly payment of
$33,949 for thirteen (13) years, and with $250,000 set-aside in the debt service reserve fund to be
GVO:Bl:Agenda CDC CRF.doc
COMMISSION MEETING AGENDA
MEETING DATE: 1110412002
Agenda Item Number: /l.JS'
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Staff Report Community Reinvestment Fund Loan
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held by the bank trustee, Wells Fargo. Again, any early principal pay-offs of the Agency loans will in
turn be applied to the outstanding principal balance of the CRF loan. Thus, the CRF loan will
probably be paid prior to the thirteen (13) year maturity date. The Loan Agreements, and all related
documents, have been reviewed and revised by the Agency's outside counsel
Environmental Impact:
None.
Fiscal Impact:
The fiscal impact to the Agency will be a net of,$,3,250,000 in loan proceeds, with a minimum annual
payment of $407,388 at an interest rate of 6 .55% for thirteen (13) years.
Recommendations:
That the Community Development Commission adopt the Resolution authorizing the Agency to enter
T"'" tho 00___ .". $3,500,000 10m
(.4
a7n Osdel, Executive Director
GVO:Bl:Agenda CDC CRF .doc
COMMISSION MEETING AGENDA
MEETING DATE: 11/0412002
Agenda Item Number:
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RESOLUTION NO.
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RESOLUTION OF THE COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF SAN BERNARDINO,
CALIFORNIA, APPROVING A LOAN AGREEMENT, AND
RELATED DOCUMENTS, AND AUTHORIZING EXECUTION
THEREOF, BETWEEN THE REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO AND THE COMMUNITY
REINVESTMENT FUND
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WHEREAS, the Redevelopment Agency of the City of San Bernardino (the "Agency")
8 desires to enter into a loan agreement (the "Loan Agreement") with Community Reinvestment Fund,
9 . Inc., a Minnesota nonprofit corporation ("CRF"); and
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WHEREAS, pursuant to the Loan Agreement CRF will loan to the Agency the amount
12 of $3,500,000 at a 6.55% per annum interest rate, with a transaction fee of2%, plus attomey fees in an
13 amount not to exceed $5,000, with a minimum monthly payment of $33,949 for thirteen years, to be
e 14 secured by the Agency revolving loan portfolio and lease revenues from the Agency's Golf Course; and
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WHEREAS, the Loan Agreement and other agreements related thereto have been
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NOW, THEREFORE, BE IT RESOLVED BY THE COMMUNITY DEVELOPMENT
20 COMMISSION OF THE CITY OF SAN BERNARDINO, AS FOLLOWS:
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Section 1.
The Commission hereby approves, and authorizes and directs the Chair
23 ofthe Commission to execute, the Loan Agreement and related agreements.
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SB2002:36931.1 -1-
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1 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY
OF SAN BERNARDINO, CALIFORNIA APPROVING A LOAN AGREEMENT, AND
2 RELATED DOCUMENTS, AND AUTHORIZING EXECUTION THEREOF, BETWEEN
THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND THE
3 COMMUNITY REINVESTMENT FUND
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This Resolution shall take effect upon the date of its adoption.
Section 2.
6 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community
7 Development Commission of the City of San Bernardino at a
meeting
8 thereof, held on the
, 2002, by the following vote to wit:
day of
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COMMISSION MEMBERS:
ESTRADA
LIEN
McGINNIS
DERRY
SUAREZ
ANDERSON
MCCAMMACK
AYES
NAYS
ABSTAIN ABSENT
Secretary
day of
,2002.
The foregoing Resolution is hereby approved this
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JUDITH V ALLES, Chairperson
Community Development Commission
of the City of San Bernardino
25 Approved as to form and
legal content:
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By:
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LOAN AGREEMENT
dated as of . 2002
bv and between
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COMMUNITY REINVESTMENT FUND. INC.
and
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
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LOAN AGREEMENT
TillS LOAN AGREEMENT, dated as of this day of November, 2002, and
entered into by and between COMMUNITY REINVESTMENT FUND, INC., a Minnesota
nonprofit corporation with offices at 80 I Nicollet Mall, Suite 1800 West, Minneapolis,
Minnesota 55402 ("Lender"), and REDEVELOPMENT AGENCY OF THE CITY OF SAN
BERNARDINO, 201 North E Street, Suite 301, San Bernardino, California 92401-1507
("Borrower") (capitalized terms used but not defined in the recitals shall have the respective
meanings assigned to such terms in Article I hereof).
WITNESSETH
WHEREAS, the Borrower provides financing for housing, through its housing
rehabilitation loan program, for econornic development projects and for the assistance to
e community based nonprofits engaged in community maintenance and development within the
corporate boundaries of the City of San Bernardino;
WHEREAS, the Borrower, in order to create a pool of money to initiate additional
housing rehabilitation loans and other activity authorized by law, has requested that the Lender
make the Loan and that the Loan be secured by the Collateral, consisting primarily of Borrower's
Amortizing Loan Portfolio, Deferred Loan Portfolio, the Operating Lease and the Debt Service
Reserve Fund established hereunder; and
WHEREAS, the Lender is willing to make the Loan upon the terms and
subject to the conditions set forth in this Agreement;
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NOW, THEREFORE, in consideration of the mutual covenants and warranties
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contained herein and other good and valuable consideration (the receipt and sufficiency of which
each party by its execution of this Agreement so acknowledges), the Borrower and the Lender
hereby agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01
Certain Definitions. As used in this Agreement, the
following terms have the following meanings:
"Agreement" means this Loan Agreement as hereafter amended or
supplemented.
"Amortizing Loan Portfolio" means those loans set forth in Exhibit" AU to
e this Agreement and labeled as Owner Occupied Residential Loans, Owned Residential
Loans, Amortizing Redevelopment Project Loans, Commercial Owned Residential
Loans and Economic Development (Small Business) Loans.
"Borrower" means the Redevelopment Agency of the City of San
Bernardino and its successors and assigns.
"Business Day" means a day of the year on which commercial banks are not
required or authorized to close in Minneapolis, Minnesota.
"Collateral" means those certain loan agreements and promissory notes
entered into by the Borrower in connection with its Amortizing Loan Portfolio,
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Deferred Loan Portfolio, certain new loans made out of the proceeds of this transaction,
and all payments and proceeds received from or in respect to the Operating Lease.
"Closing Date" means November
. 2002, the date on which the Loan
was funded.
"Debt Service Reserve Fund" means the Debt Service Reserve Fund created
by Section 5.02 hereof and held by the DSRF Trustee.
"Deferred Loan Portfolio" means those loans set forth in Exhibit" AU to this
Agreement and labeled as Deferred Residential Loans and Deferred Redevelopment
Project Loans .
"DSRF Trustee" means Wells Fargo Bank Minnesota, NA, Corporate Trust
e Services Division and its successors and assigns; provided however, that in the event
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that a DSRF Trustee resigns, is replaced or is otherwise unable to continue to administer
the Debt Service Reserve Fund, any successor DSRF Trustee shall be a commercial bank
selected by the Lender and consented to by the Borrower (which consent shall not be
unreasonably withheld).
"Event of Default" is defined in Section 6.01 hereof.
"Interest Payment Date" means the first day of each month, commencing
December 1, 2002.
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"Interest Rate" means the formula for the interest rate per annum to be
borne by the Loan as provided in Section 2.03(b) hereof.
"Lender" means Community Reinvestment Fund, Inc. and its successors
and assigns.
"Loan" means the loan by the Lender to the Borrower as provided in
Section 2.01 hereof.
"Loan Servicing Ag;.eement" means that certain Loan Servicing Agreement,
of even date herewith, between the Borrower and the Lender, as hereinafter amended.
"Note" means the Promissory Note, of even date herewith, issued by the
Borrower to the Lender to evidence the Loan in the form attached hereto as Exhibit "B" as
e hereafter amended or supplemented.
"Obligations" means any and all obligations of the Borrower to pay principal of
and interest on the Loan and the Note and to maintain the Debt Service Reserve Fund at the
level required by Section 5.02 hereof, and all other payment obligations of the Borrower to the
Lender arising under or in relation to the Note, this Agreement and the other Related
Documents; provided, however, the Borrower's obligation to make such payments shall be
limited to the Collateral and the Debt Service Reserve.
"Operating Lease" means that certain lease agreement dated May 6, 1980
between the Redevelopment Agency of the City of San Bernardino, California and All
American City Public Golf, Inc., as now or hereafter amended or supplemented.
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"Person" means an individual, a corporation, a partnership, a limited liability
company, an association, a trust or any other entity or organization, including a government or
political subdivision or any agency or instrumentality thereof.
"Potential Default" means an event or condition which, but for the lapse of time
or the giving of notice, or both, would constitute an Event of Default.
"Related Documents" means this Agreement, the Note, the Escrow Agreement,
the Security Agreement, the Loan SerVicing Agreement and a Collateral Assignment of the
Operating Lease.
"Security Agreement" means that certain Pledge and Security Agreement, of
even date herewith, by and among the Borrower, the Lender and Wells Fargo Bank Mineesota
NA, Corporate Trust Services Division, as Collateral Agent, as hereafter amended or
supplemented.
"State" means the State of California
"Termination Date" means the first to occur of (i)
, 2015 or (ii) the
date the Lender declares an acceleration of the maturity of the Note due to the occurrence and
continuance of an Event of Default.
The foregoing definitions shall be equally applicable to both the singular and
plural forms of the defined terms. All references in this Agreement to times of day shall be
references to Minneapolis, Minnesota time unless otherwise expressly provided herein.
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ARTICLE II
AMOUNTS AND TERMS OF THE LOAN
SECTION 2.01
The Loan. The Lender agrees, on the terms and
conditions hereinafter set forth, to loan Three Million Five Hundred Thousand Dollars
($3,500,000.00) to the Borrower for the purpose of providing the Borrower with the funds
necessary, on the Closing Date, to recapitalize its housing rehabilitation loan program. The
Loan shall be evidenced by the Note.
SECTION 2.02
Transaction Fee The Loan shall be made on the Closing
Date. In consideration of the Loan, the Borrower agrees to pay to the Lender on the Closing
Date out of the proceeds of the Loan, a transaction fee in an amount equal to Seventy
Thousand Dollars ($70,000) plus actual attorney fees, in an amount not to exceed $5,000, as
set forth in Section 7.05(a). SECTION 2.03
Pavment of Principal and Interest
(a) Principal Pavments. The Borrower shall pay the principal amount of the
Loan to the Lender in immediately available funds in the amounts and on the Interest
Payments Dates set forth on Exhibit "c" attached hereto under the colunm labeled
"Principal Payments." In any event, the Borrower shall pay the entire unpaid principal
balance of the Loan, together with all accrued, unpaid interest and other fees and
charges payable to the Lender hereunder, in full on the Termination Date. In addition,
the Loan is subject to optional and mandatory prepayment in whole or in part as
provided in Section 2.04 hereof.
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(b) Interest Pavments. Borrower shall pay interest on the principal amount of
the Loan at the rate of 6.55% per annum in the amounts and on the Interest Payment
Dates set forth on Exhibit "C" attached hereto under the column labeled "Interest
Payments". In the event that all or any part of the Loan is paid on a date that is not an
Interest Payment Date, the Borrower shall pay accrued interest on the principal amount
of the Loan so paid to the payment date, which accrued interest shall be computed as
provided in the next following sentence. For purposes of this provision, accrued
interest on the Loan, as of any date, shall be an amount equal to the product of (i) the
amount of interest stated to be due and owing on the next following Interest Payment
Date and (ii) a fraction, (A) the numerator of which is the number of days from and
including the next preceding Interest Payment Date to but not including the date in
which principal of Loan is to be paid and (B) the denominator of which is 30.
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(c) Non-Recourse. Borrower's obligation to pay the principal amount of the
Loan and the Interest Payments as provided for herein shall be limited to the Collateral
as provided for herein and in the Security Agreement, and the Debt Service Reserve
Fund created by Section 5.02 hereof. It is understood and agreed that the Borrower's
obligation under this Loan Agreement and the Note is not an indebtedness of the City of
San Bernardino, California, or any taxing agency of the State of California within the
meaning of any constitutional or statutory limitation of indebtedness, and that the
Borrower's obligations under this Agreement and the indebtedness evidenced by the
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Note are payable only from and secured only by income, funds and properties
constituting the Collateral and the Debt Service Reserve Fund.
SECTION 2.04
Preuavments
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(a) ODtional Pre,pavrnent. The Borrower shall have the right to prepay the Note
in whole or in part without penalty or premium upon five (5) Business Days' prior
written notice to Lender; provided, however, that, in the case of partial prepayments,
the amount of the prepayment shall be in $100,000 principal increments.
(b) Mandatory Preoavment.
(i) In the event that, at any time, the aggregate of (I) the face amount
of the Amortizing Loan Portfolio (disregarding any loan with respect to which a
payment of principal or interest is more than 30 days past due), (2) the present
value of the Deferred Loan Portfolio (disregarding any loan with respect to which
a payment of principal or interest is more than 30 days past due), calculated by
first calculating the anticipated annual payment of the Deferred Loan Portfolio for
IS years (derived by multiplying the then current outstanding principal balance of
the portfolio by 1.5%), then discounting the anticipated annual payments at an
annual interest rate of 7.0%, over IS years, and (3) so long as no payment on the
Operating Lease is more than 30 days past due, the present value of the Operating
Lease, calculated by discounting the minimum annual lease payment at an annual
interest rate of 7.0%, over IS years (the aggregate amount of (I), (2) and (3), the
"Collateral Value"), is less than the then outstanding principal amount of the
Loan, and such condition continues for five (5) Business Days after the Borrower
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has been notified or has actual knowledge of such condition, then the Borrower,
on the next fOllowing Interest Payment Date, shall be required to prepay a
principal amount of the Loan such that the Collateral Value is at least equal to the
then outstanding principal amount of the Loan.
(ii) In the event that, as of the end of any month, the amount of payments (net of
servicing fees) received by the Borrower from the Collateral exceeds Thirty_
three Thousand Nine Hundred Forty-nine dollars ($33,949), then the Borrower
shall (i) notify the Lender of such condition and the amount of the excess and
(ii) on the next following Interest Payment Date prepay a principal amount of
the Loan equal to the amount of such excess.
(iii) Borrower's obligation to make prepayments is limited as provided in
Section 2.03(c).
SECTION 2.05
Pavments and ComDutatioDS. The Borrower shall make
each payment hereunder and under the Note not later than 2:00 p.m. (Minneapolis, Minnesota
time) on the day when due in U.S. dollars and immediately available funds to the Lender at its
address referred to in Section 7.02 hereof.
SECTION 2.06
Late Pavments. If any amount due with respect to the
Note or any other Obligation is not paid when due, such Obligation shall bear interest until
paid in full at a rate per annum equal to the interest rate per annum from time to time
announced by Wall Street Journal to be its "prime rate", plus two percent (2 %) until paid.
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SECTION 2.07
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Adiustments for Non-Business Days. Whenever any
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ARTICLE m
CONDITIONS OF LENDING
SECTION 3.01
Conditions Precedent to FundiDp of Loan.
(a) Not later than 11:00 a.m. (Minneapolis, Minnesota time) on the Closing
Date, the Lender will make the Loan to the Borrower and deliver and transfer the Loan
Proceeds to the Borrower in a manner mutually agreed upon by the parties. The obligation of
the Lender to fund the Loan is subject to the following conditions precedent:
(i) The Lender shall have received on or before the time of such funding the
following, each dated the Closing Date (unless otherwise indicated below), all in
form and substance satisfactory to the Lender:
A. The fully executed Related Documents;
B. An opinion of counsel for the Borrower, in form and
substance satisfactory to the Lender; and
C. A certificate of authority and incumbency certifying (i) the
names and true signatures of the officials of the Borrower authorized to
sign the Related Documents and (ii) that attached thereto is a true, correct
and complete copy of Resolution No.
passed by the Community
Development Commission authorizing the Loan and the actions of the
Borrower taken in connection therewith.
(ii) If appropriate, DCC Financing Statements for the Collateral shall
have been executed by the Borrower and filed with the appropriate California
governmental offices and the Borrower shall have taken all other action as the
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Lender may reasonably require in order to create and perfect the Lender's security
interest in the Collateral.
(iii) The Lender shall have received payment of the transaction fee
provided in Section 2.02 hereof.
(iv) The Debt Service Reserve Fund shall be established with the
DSRF Trustee and funded in the amount of Two Hundred" Fifty Thousand Dollars
($250,000.00), said Two Hundred Fifty Thousand Dollars ($250,000.00) shall be
paid into the Debt Service Reserve Fund from the proceeds of the Loan
transaction provided for herein.
(v) No law, regulation, ruling or other action of the United States or
the State or any political subdivision or authority therein or thereof shall be in
effect or shall have occurred, the effect of which would be to prevent the Lender
from fulfilling its obligations under this Agreement.
(vi) All legal requirements provided herein incident to the execution,
delivery and performance of the Related Documents and the transactions
contemplated thereby, shall be reasonably satisfactory to the Lender and Lender's
counsel.
(vii) No event has occurred and is continuing, or would result from the
funding of the Loan, which constitutes a Potential Default or an Event of
Default.
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(b) The acceptance of the proceeds of the Loan by the Borrower shall be
deemed to be an affirmative representation and warranty by the Borrower to the Lender as to the
matters described in Section 3.01 (a)(vi) hereof.
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ARTICLE IV
REPRESENTATIONS AND WARRANTIES
SECTION 4.01
Ore:aoizatioo. The Borrower is (i) a public body,
corporate and politic, organized and existing under Chapter 2 of the Community
Redevelopment Law of the State of California (Health and Safety Code Section 33020 et
seer.), (ii) has, by proper action, authorized its execution, delivery and performance of
the Related Documents and (iii) has full right and authority to enter into the Related
Documents and to perform each and all of the matters and things therein provided for.
SECTION 4.02
No Conflict. The Related Documents do not, nor does
the performance or observance by the Borrower of any of the matters or things therein
. provided for, contravene any provision of law, any resolution adopted by the Board of
Commissioners of the Borrower or any agreement of or guaranteed by or affecting the
Borrower or any of its property.
SECTION 4.03
Litie:atioo. There is no litigation or governmental
proceeding pending, nor to the knowledge of the Borrower threatened, against the
Borrower which (i) in any manner draws into question the validity or enforceability of
any Related Document, (ii) in any way contests the Borrower's free and clear title to the
Collateral or the security interest granted in the Collateral by the Security Agreement or
(iii) in any way contests the existence of the Borrower or the titles of its officers to their
respective offices.
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SECTION 4.04
No authorization, consent, license,
ADDrovals.
exemption or filing or registration with any court or governmental authority, or any
approval or consent of any other Person that has not been obtained, is or will be
necessary to the valid execution, delivery or performance by the Borrower of any of the
Related Documents.
SECTION 4.05
No Defaults. No Potential Default or Event of Default
has occurred and is continuing.
SECTION 4.06
Other Aueements. The Borrower is not in default
under the terms of any covenant or agreement of or affecting the Borrower, which
default would have a material adverse effect on the financial condition or operations of
the Borrower in connection therewith.
ARTICLE V
COVENANTS OF THE BORROWER
SECTION 5.01
Covenants. The Borrower covenants and agrees that until
the Loan and all other Obligations are paid in full (i) the Borrower shall maintain its existence
as a redevelopment agency under the Community Redevelopment Law of the State of
Califomia, (ii) the Borrower shall refrain from selling. transferring, granting a security interest
or otherwise encumbering the Collateral (except as provided or permitted by the Security
Agreement), (iii) the Borrower shall apply the proceeds of the Loan only as part and in
furtherance of its housing rehabilitation loan program or other authorized activities of the
Borrower as described in the recitals hereto, (iv) promptly upon the receipt thereof, the
Borrower shall furnish to the Lender within thirty (30) days following the receipt thereof, a
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copy of the Borrower's financial statements as audited by the California State Board of
Accounts, and (v) quarterly commencing on January 1, 2003, supply the Lender with a revised
Exhibit "A": to the Security Agreement, and (vi) the Borrower shall promptly notify the
Lender of the occurrence of any Potential Default or any Event of Default.
SECTION 5.02 Debt Service Reserve Fund. There is hereby established
with the DSRF Trustee a trust account entitled "CRFIREDEVELOPMENT AGENCY OF
THE CITY OF SAN BERNARDINO Debt Service Reserve Fund" (the "Debt Service Reserve
Fund"). On the Closing Date, the Borrower shall transfer the amount of Two Hundred Fifty
Thousand Dollars ($250,000.00) to the DSRF Trustee for deposit in the Debt Service Reserve
Fund. The DSRF Trustee is hereby authorized and directed to, from time to time, withdraw
moneys from the Debt Service Reserve Fund for payment to the Lender if and to the extent, on
e any Interest Payment Date, of a deficiency in scheduled payments of principal of and interest
on the Loan. Annually, commencing January I, 2004, the DSRF Trustee shall calculate the
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amount of the moneys and the securities (using the then current market value of any such
securities) held in the Debt Service Reserve Fund. If, on such annual valuation date, the
amount of such moneys plus the then current market value of any such securities (i) is greater
than Two Hundred Fifty Thousand Dollars ($250,000.00), then the DSRF Trustee shall remit
the excess to the Borrower or (ii) is less than Two Hundred Fifty Thousand Dollars
($250,000.00), then (A) the DSRF Trustee shall promptly notify the Borrower and the Lender
of the amount of the deficiency and (B) the Borrower, within five (5) Business Days after being
so notified, shall pay an amount of money equal to such deficiency to the DSRF Trustee for
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deposit in the Debt Service Reserve Fund from the following sources: first, monthly cash flow
from new loans originated with the proceeds of the Loan; second, monthly cash flow from the
Borrower's loans and the Operating Lease comprising the Collateral; third, residual payments
from the Borrower's Redevelopment Project Areas after payment on any existing bonded
indebtedness or any indebtedness that may be incurred by the Borrower after the date of this
Agreement; and fourth, other funds available to the Borrower. The DSRF Trustee, acting at
the written direction of the Borrower, shall invest moneys held in the Debt Service Reserve
Fund in Wells Fargo Bank Minnesota, N.A., Corporate Trust Services Division. Upon the
Borrower's satisfaction and discharge of the Obligations, the DSRF Trustee shall transfer the
moneys and investments held in the Debt Service Reserve Fund to the Borrower.
ARTICLE VI
DEFAULTS
SECTION 6.01
Events of Default. If any of the following events shall
occur, each such event shall be an "Event of Default":
(a) any representation or warranty made by the Borrower in this Agreement
or in any of the other Related Documents or in any certificate, document, instrument, opinion
or financial or other statement contemplated by or made or delivered pursuant to or in
counection with this Agreement or with any of the other Related Documents, shall prove to
have been incorrect, incomplete or misleading in any material respect;
(b) (i) failure to pay to the Lender any principal of or interest on the Loan
and the Note when and as due or (ii) failure to pay the Lender any other Obligations when and
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as due under this Agreement for any reason which failure to pay such other Obligations
continues for five (5) Business Days after delivery of written notice to the Borrower;
(c) default in the due observance or performance by the Borrower of any
covenant set forth in Article V hereof, provided however that, except for item (i) in Section
5.01, Borrower shall have thirty (30) days from the date of the covenant default to cure such
default to the satisfaction of the Lender;
(d) default in the due observance or performance by the Borrower of any
other term, covenant or agreement set forth in this Agreement (and not referred to in
subsection (b) or (c) of this Section) or any term, covenant or agreement set forth in the
Security Agreement and the continuance of such default, in either case, for 30 days after
receipt by the Borrower of notice thereof;
(e)
any "event of default" shall have occurred (after the expiration of any
applicable grace periods) under any other agreement (Le. other than under this Agreement and
the other Related Documents) between the Borrower and the Lender; and
(t) the dissolution or liquidation of the Borrower; or the filing by the
Borrower of a voluntary petition in bankruptcy; or failure by the Borrower promptly to
forestall or remove any execution, garnishment or attachment of such consequence as will
impair its ability to continue its business or fulfill its obligations hereunder and under the other
Related Documents to which it is a party; or the entry of an order for relief under Title 11 of
the United States Code, as the same may from time to time be hereafter amended, against the
Borrower; or the filing of a petition or answer proposing the entry of an order for relief against
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the Borrower under Title 11 of the United States Code, as the same may from time to time be
hereafter amended, or the reorganization, arrangement or debt readjustment of the Borrower
under any present or future federal bankruptcy act or any similar federal or state law in any
court and the failure of said petition or answer to be discharged or denied within ninety (90)
days after the filing thereof; or if the Borrower shall fail to pay generally its debts as they
become due; or the appointment of a custodian (including without limitation a receiver, trustee
or liquidator of the Borrower) of all or a substantial part of the property of the Borrower, and
the failure of such a custodian to be discharged within ninety (90) days after such appointment;
or the taking by such a custodian of possession of the Borrower or a substantial part of its
property, and the failure of such taking to be discharged within ninety (90) days after such
taking; or the Borrower's consent to or acquiescence in such appointment or taking; or
. assignment by the Borrower for the benefit of its creditors; or the entry by the Borrower into
an agreement of composition with its creditors.
SECTION 6.02
Remedies. Upon the occurrence of any Event of Default,
the Lender may declare an immediate acceleration of the maturity of the Note and the Loan or
exercise anyone or more of the its other rights and remedies hereunder and under the other
Related Documents in addition to any other remedies by law or equity provided.
ARTICLE VII
MISCELLANEOUS
SECTION 7.01
Amendments and Waivers. No amendment or waiver of
any provision of this Agreement or the Note, nor consent to any departure by either party
therefrom, shall in any event be effective unless the same shall be in writing and signed by the
.
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other party, and then such waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given.
SECTION 7.02
Notices. All notices and other communications provided
for hereunder shall be in writing (including facsimile, telegraphic, telex or cable
communication) and mailed, telecopied, telegraphed, telexed, cabled or delivered, as follows:
Ifto the Lender, to:
Community Reinvestment Fund, Inc.
801 Nicollet Mall. Suite 1800 West,
Minneapolis, Minnesota 55402
Attention: President
Facsimile No.: (612) 338-3236
Telephone No.: (612) 338-3050
REDEVELOPMENT AGENCY OF THE CITY
OF SAN BERNARDINO
201 North E Street, Suite 301
San Bernardino, California 92401
Attention: Gary Van Osdel, Executive Director
Facsimile No.: (909) 384-5216
Telephone No.: (909) 663-1044
If to the Borrower, to:
If to the DSRF Trustee, to:
Wells Fargo Bank Minnesota, NA
Corporate Trust Services Division
625 Marquette Ave
Minneapolis, MN 55479
Attention Officer: Tim Matyi
Facsimile No.: 612-667-3464
Telephone No: 612-316-2897
or. as to each party, at such other address as shall be designated by such party in a written
notice to the other party. All such notices and communications shall, when mailed or
telecopied, be effective (i) two (2) Business Days after deposit with the U.S. Postal Service,
first class postage prepaid, (ii) one (1) day after deposit with any nationally recognized carrier
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service, appropriate charges prepaid or (iii) upon receipt when telecopied (and receipt is
confirmed) or hand delivered; provided, however, that notices to the Lender pursuant to
Section 2.04(a) hereof shall not be effective until received by the Lender.
SECTION 7.03 No Waiver: Remedies. No failure on the part of the
Lender to exercise, and no delay in exercising, any right hereunder or under the Note shall
operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude
any other or further exercise thereof or the exercise of any other right.
SECTION 7.04
Accountinl!' Terms. All accounting terms not specifically
defmed herein shall be construed in accordance with generally accepted accounting principles.
SECTION 7.05 Costs. Exoenses and Taxes.
(a) Before and inclusive of the Closing Date, all costs and expenses in
e connection with the administration, modification and amendment of this Agreement, the Note
and the other related documents, including, the fees and out of pocket expenses of counsel for
the Lender with respect to advising the Lender as to its rights and responsibilities under the
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related documents and the fees, which fees and expenses shall not exceed $5,000, and out of
pocket expenses of the DSRF Trustee are included in the transaction fee paid by Borrower to
Lender, as set forth in Section 2.02.
(b) Subsequent to closing, the Borrower further agrees to pay on demand all
costs and expenses of the Lender (including, without limitation, court costs and reasonable
counsel's fees and disbursements) incurred in attempting to enforce payment of the Loan and
all costs and expenses of the Lender incurred (including court costs and reasonable counsel's
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fees and disbursements) in attempting to realize, while an Event of Default exists, on any
security or incurred in connection with the sale or disposition (or preparation for sale or
disposition) of any security for the Loan.
(c) In addition, the Borrower shall pay any and all stamp and other taxes
payable or determined to be payable in connection with the execution and delivery of this
Agreement, the Note and the other Related Documents and agrees to save the Lender harmless
from and against any and all liabilities with respect to or resulting from any delay in paying or
omission to pay such taxes to the extent that any of the aforementioned taxes or charges are
currently, or in the future become, applicable to the Borrower or transactions involving
governmental entities.
SECTION 7.06 Execution in CounterDarts. This Agreement may be
e executed in any number of counterparts and by the different. parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original and all of
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which taken together shall constitute one and the same agreement.
SECTION 7.07
Bindinl! Effect. This Agreement shall be binding upon
and inure to the benefit of the Borrower and the Lender and their respective successors and
assigns, except that the Borrower shall not have the right to assign its rights hereunder or any
interest herein without the prior written consent of the Lender.
SECTION 7.08 Governinl! Law. This Agreement and the Note shall be
governed by, and construed in accordance with, the laws of the State of California.
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SECTION 7.09 Successors and Assilms. Whenever in this Agreement
the Lender is referred to, such reference shall be deemed to include the successors and assigns
of the Lender and all covenants, promises and agreements by or on behalf of the Borrower
which are contained in this Agreement shall inure to the benefit of such successors and assigns.
The rights and duties of the Borrower hereunder, however, may not be assigned or transferred,
except as specifically provided in this Agreement or with the prior written consent of the
Lender, and all obligations of the Borrower hereunder shall continue in full force and effect
notwithstanding any assignment by the Borrower of any of its rights or obligations under any
of the Related Documents or any entering into, or consent by the Borrower to, any supplement
or amendment to any of the Related Documents.
SECTION 7.10 Headinl!S. The captions in this Agreement are for
e convenience of reference only and shall not define or limit the provisions hereof.
SECTION 7.11 Entire Al!reement. This Agreement, the Note and the
other Related Documents constitute the entire understanding of the parties with respect to the
subject matter thereof and any prior agreements, whether written or oral, with respect thereto
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are superseded hereby.
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IN WITNESS WHEREOF, the parties hereto have caused this Loan Agreement
to be executed by their respective duly authorized officers, all as of the date first above written.
COMMUNITY REINVESTMENT
FUND, INC.
By:
Its:
REDEVELOPMENT AGENCY OF THE CITY
OF SAN BERNARDINO
By:
Judith Valles, Chair
ATTEST:
. Agency Secretary
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Exhibit A
[Listing of Amortizing and Deferred Loan Portfolios]
(999983.1 )
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EXHIBIT A
To the Pledge and Security Agreement
List of Collateral for
Deferred Loan Portfolio and Amortizing Loan Portfolio
Held by Pledgor on Behalf of Secured Party
As of
Loan portfolio balances reflected here are as of June 30, 2002.
RDA Community Development
Deferred Loans:
1. EDA Map - City Wide Deferred Until Sale - 61 loans with a remaining principal
balance of $5 12,799
2. NRP - Deferred Residential Loans - 4 loans with a remaining principal balance of
$104,661
RDA Low & Moderate Income Housing Fund
I. EDA Map - City Wide - 242 loans with a remaining principal balance of $2,672,832
2. EDA Map - City Wide Deferred Until Sale - 54 loans with a remaining principal
balance of $566,002
3. RDA - Redevelopment Project Area Loans- 48 loans with a remaining principal
balance of$I,566,277 (not crossed off schedule)
Home Program
I. NRP - Deferred Residential Loans - 1 loan with a remaining principal balance of
$20,000 . .
2. NRP - Owner Occupied Residential Loans - I loan with a remaining principal
balance of$15,081
3. RDA - Redevelopment Project Area Loans - 3 loans with a remaining principal
balance of $598,644
4. EDA Map - City Wide Deferred Until Sale -209 loans with a remaining principal
balance of $2,019,468
Economic Development Program
1. EDP - Economic Development (Small Business) Loans - 5 loans with a remaining
principal balance of $68,523
Neighborhood Rehab Program Revolving Loan
1. Commercial Owned Residential Loans - 2 loans with a remaining principal balance of
$78,502
2. NRP - Deferred Residential Loans - 86 loans with a remaining principal balance of
$1,860,060
3. NRP - Investor Owned Residential Loans - 3 loans with a remaining principal
balance of $90,434
4. NRP Owner Occupied Residential Loans (Amortizing) - 94 loans with a remaining
principal balance of $3,294,720
(389164.1)
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Additional collateral will include those certain loan agreements and promissory notes entered
into by the Pledgor in connection with its Amortizing Loan Portfolio, Deferred Loan Portfolio,
certain new loans made out of the proceeds of this transaction, and all payments and proceeds
received from or in respect to the Operating Lease.
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EXlllBIT B
LIST OF COLLATERAL TO BE HELD BY COLLATERAL AGENT
As of
Loan portfolio balances reflected here are as of June 30, 2002.
RDA Low & Moderate Income Housing Fund
NRP - Investor Owned Residential Loans - 1 loan with a remaining principal balance of
$79,953
1. Frazee Community Center $79,753.25
Home Program
NRP - Investor Owned Residential Loans - 5 loans with a remaining principal balance of
$828,758
1. Clark, Dean & Joyce
2. Kater, Richard & Geraldine
3. Kater, Richard & Geraldine
4. Turner, Lee & Annetta
5. Turner, Lee & Annetta
$ 60,000.00
380,026.00
191,362.46
97,920.00
99,450.00
Neighborhood Rehab Program Revolving Loan
NRP - Investor Owned Residential Loans - 3 loans with a remaining principal balance of
$161,812
I. Kater, Richard & Geraldine
2. Mendoza, Margaret
3. San Bernardino Symphony Orchestra
$ 1,393.24
24,119.40
136,299.74
Operating Lease dated May 6, 1980 between the Pledgor and All American City Public
Golf, Inc., as now or hereafter amended or supplemented.
This Exhibit B may be amended from time to time by the Secured Party to designate additional
collateral or to remove collateral that has been released.
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ESCROW AGREEMENT
TillS ESCROW AGREEMENT DATED ,2002 by and among
COMMUNITY REINVESTMENT FUND ("CRF") and the REDEVELOPMENT
AGENCY OF THE CITY OF SAN BERNARDINO (the "Borrower") and Wells Fargo
Bank Minnesota N.A., Corporate Trust Services Division, as Debt Service Reserve Fund
Trustee (the "DSRF Trustee''). witnesseth that in consideration of the mutual
undertakings and payments provided herein, the parties hereto agree as follows:
ARTICLE 1
THE ESCROW
SECTION 1.1
The Debt Service Reserve Fund.
The Borrower will deposit $250,000 with the DSRF Trustee on or before , 2002
for deposit to the credit of a special segregated escrow account (the "Debt Service
Reserve Fund"). The DSRF Trustee agrees to hold and disburse such funds and
administer the Debt Service Reserve Fund in compliance with the requirements of that
certain Loan Agreement dated , 2002 by and between Borrower and CRF (the
"Loan Agreement").
SECTION 1.2
Investments
So long as the funds in the Debt Service Reserve Fund are only invested pursuant to
written instructions of the Borrower, the DSRF Trustee is not responsible or liable for
any diminution of principal or any interest penalty.
SECTION 1.3
Assilmment of Interest
Any assigrunent, transfer, conveyance, pledge or hypothecation of any right, title, or
interest in and to the subject matter of this Agreement ("Assigrunent") shall be binding
upon the DSRF Trustee upon delivery of notice to the DSRF Trustee of the Assigrunent
and payment to the DSRF Trustee of all of its fees in connection with the Assigrunent,
provided that the DSRF Trustee has given its written assent to the Assigrunent.
ARTICLE 2
COMPENSATION OF THE DSRF TRUSTEE
SECTION 2.1
Compensation
CRF agrees to pay the initial set-up fee of$1000 for the Debt Service Reserve Fund
account. The Parties agree that the first year annual fee of $1000 and subsequent annual
fees of $1000, and actual expenses of the DSRF Trustee will be deducted from the Debt
Service Reserve Fund annually during the month of December.
SECTION 2.2
Other A2reements
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The DSRF Trustee shall be under no duty or obligation to ascertain the identity, authority
and/or rights of the Parties.
SECTION 2.3
Authoritv of Parties
The DSRF Trustee is not a party to, or bound by, any agreement between the Parties
other than this Agreement and the Loan Agreement, whether or not a copy and/or
original of such agreement is held as escrowed property. Accordingly the DSRF Trustee
shall have no duty to know or determine the performance or non-performance of any
provision of any such agreement other than the Loan Agreement between the Parties.
SECTION 2.4
Deoosited Instruments and/or Funds
The DSRF Trustee assumes no responsibility for the validity or sufficiency of any
instrument held as escrowed property, except as expressly and specifically set forth in the
Agreement.
SECTION 2.5
Escheat
The DSRF Trustee shall have no liability to the Parties, their respective heirs, legal
representatives, successors and assigns, should any of the escrowed property become
escheatable or escheat by operation oflaw.
SECTION 2.6
Non-Liabilitv
The DSRF Trustee shall not be liable for any act it may do or omit to do as DSRF Trustee
while acting in good faith and in the exercise of its own best judgment. Any act done or
omitted by the DSRF Trustee pursuant to the written advice of its attorneys shall be
conclusive evidence of such good faith. Any such written advice shall be provided
promptly to the other Parties hereto. The DSRF Trustee shall have the right to consult
with counsel at the expense of the Parties (payable as provided in Section 2.1 hereof)
whenever any question arises concerning the Agreement and shall incur no liability for
any delay reasonably required to obtain such advice of counsel. The DSRF Trustee shall
not incur any liability with respect to any action taken or omitted to be taken in reliance
upon any document, including written notice or instructions provided for in this Escrow
Agreement. In performing its obligations hereunder, the DSRF Trustee shall be entitled
to presume, without inquiry, not only as to the due execution and as to the validity and
effectiveness of all documents it receives, but also as to the truth and accuracy of any
information contained therein.
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SECTION 2.7
Indemnification
CRF agrees to indemnify and hold harmless the DSRF Trustee from any liability, cost or
expense whatsoever, including, but not limited to, attorney's fees incurred by reason of
compliance with the Agreement and the Loan Agreement.
SECTION 2.8
Disal!reements
If any disagreement or dispute arises between the Parties to this Agreement concerning
the meaning or validity of any provision under this Agreement or concerning any other
matter relating to this Agreement, the DSRF Trustee shall be under no obligation to act,
except under process or order of court, or until it has been adequately indemnified to its
full satisfaction, and shall sustain no liability for its failure to act pending such process or
court order or indemnification.
ARTICLE 3
GENERAL TERMS AND CONDITIONS
SECTION 3.1
Extension of Benefits
All of the terms of this Agreement shall be binding upon and inure to the benefit of, and
be enforceable by, the respective heirs, legal representatives, successors and assigns of all
of the parties to this Agreement.
SECTION 3.2
Governine Law
This Agreement shall be construed and enforced in accordance with the laws of the State
of California.
SECTION 3.3
Notices
All notices, requests, demands, and other communications required under this Agreement
shall be in writing and shall be deemed to have been duly given if personally delivered or
mailed by certified mail. If any notice is mailed, it shall be deemed given on the date
such notice is deposited in the United States mail. If any notice is personally delivered, it
shall be deemed given upon the date of delivery of such delivery. Ifnotice is given to a
Party, it shall be mailed or delivered to the addresses set forth below:
If to the CRF, to:
Community Reinvestment Fund, Inc.
801 NicolletMall, Suite 1800 West,
Minneapolis, Minnesota 55402
Attention: President
Facsimile No.: (612) 338-3236
Telephone No.: (612) 338-3050
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If to the Borrower, to:
REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
201 North E Street, Suite 301
San Bernardino, California 92401
Attn: Gary Van Osdel, Executive Director
Facsimile No.: (909) 384-5216
Telephone No.: (909) 663-1044
If to the DSRF Trustee, to:
Wells Fargo Bank Minnesota, NA
Corporate Trust Services Division
625 Marquette Ave
Minneapolis, MN 55479
Attention Officer: Tim Matyi
Facsimile No.: 612-667-3464
Telephone No: 612-316-2897
It shall be the responsibility of the Parties to notify the DSRF Trustee in writing of any
name or address changes.
SECTION 3.4
Amendments
This Agreement may be amended, modified, superceded, rescinded or canceled only by a
written instrument executed by the Parties and the DSRF Trustee.
SECTION 3.5
Waivers
The failure of any party to this Agreement at any time or times to require performance of
any provision under this agreement shall in no manner affect the right at a later time to
enforce the same performance. A waiver by any party to the Agreement of any such
condition or breach of any term, covenant, representation or warranty contained in thei
Agreement, in anyone or more instances, shall neither be construed as a further or
continning waiver of any such condition or breach nor a waiver of any other condition or
breach or any other term, covenant, representation or warranty contained in this
Agreement
SECTION 3.6
Countemarts
This Agreement may be executed in one or more counterparts, each of which, when
executed, shall be deemed to be an original, and such counterparts shall together
constitute one and the same instrument.
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SECTION 3.7
Resilmation or Removal ofDSRF Trustee
The DSRF Trustee may resign at any time by furnishing 30 days advance written notice
of its resignation to the Parties. The Parties may jointly remove the DSRF Trustee at any
time by furnishing to the DSRF Trustee a written notice of its removal. Such removal or
resignation, as the case may be, shall be effective upon delivery of such notice.
THIS ESCROW AGREEMENT has been executed as of the _ day of
,2002.
REDEVELOPMENT AGENCY OF THE COMMUNITY REINVESTMENT FUND,
CITY OF SAN BERNARDINO 1Ne. (CRF)
(Borrower)
By: Bv:
Its: Its:
Accepted and Agreed to:
WELLS FARGO BANK MINNESOTA N.A.
(DSRF Trustee)
By:
Its:
Dated:
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LOAN SERVICING AGREEMENT
THIS LOAN SERVICING AGREEMENT (together with any amendments or
supplements, the "Agreement") entered into as of , 2002 between COMMUNITY
REINVESTMENT FUND, INC., a Minnesota nonprofit corporation ("CRF") and the
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, a redevelopment
agency under the Community Redevelopment Law of the State of Califomia ("Servicer"),
WITNES SE TH:
that in consideration of their mutual undertakings and payments provided herein, the parties
recite, covenant and agree as follows:
WHEREAS, on the date hereof, CRF has made a loan in the amount of $3,500,000 to
Servicer pursuant to that certain Loan Agreement, dated the date hereof (the "Loan Agreement"),
between Servicer and CRF;
WHEREAS, Servicer's obligation to repay the aforesaid loan from CRF is secured by
Servicer's pledge to CRF of those certain loans, including the payments received in respect
thereof, made by Servicer for housing rehabilitation and economic development purposes as
described in Exhibit C attached hereto (the "Development Loans"); and
WHEREAS, the Servicer is authorized to function as the servicing agent for the
Development Loans under the terms of this Agreement.
NOW THEREFORE, Servjcer and CRF agree as follows:
SECTION 1. Duties of Servicer
Servicer shall, at all times and with respect to all Development Loans, perform all obligations of
the lender under the terms of each Development Loan as well as all duties and services consistent
with generally accepted commercial lending practices or as may be reasonably requested by CRF
from,tirne to time including but not limited to the following:
(a) Maintaining Loan Files. Servicer shall maintain complete and current
information, notices, documents, correspondence and loan service comments relating to each
Development Loan substantially as outlined in Exhibit A. Each Development Loan file
administered by the Servicer on behalf of CRF shall be marked on the outside as follows:
"This Loan has been pledged as collateral to Community Reinvestment Fund,
Inc."
(b) Collecting Loan Payments. Servicer shall use all due diligence to collect
principal and interest payments when due under the terms of each Development Loan and shall
use its best efforts to obtain compliance with all terms of each Development Loan, including all
requirements established by the original source of funding for each Development Loan (e.g.
Federal Community Development Block Grant requirements, etc.). Servicer shall maintain
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accurate records of such payments showing principal, interest, outstanding balance and any other
changes.
(c) Remittinl! Loan Pavrnents to Trustee. Servicer shall (i) collect and hold the full
amount of payments received for principal and interest on all Development Loans being serviced
on behalf of CRF for which payments were received during the preceding month and (ii) pay
over to CRF on a timely basis such amounts as are from time to time required under the Loan
Agreement.
(d) Reoortin~.
On the fifth day of each month or the first business day thereafter, Servicer shall submit a
monthly report to CRF on the form attached hereto as Exhibit B identifYing the payment status of
all Development Loans. The report shall list all payments received for each Development Loan
during the preceding month and note any delinquencies or defaults under the terms of any
Development Loan. Servicer shall also present a plan of action for each Development Loan that
is delinquent or in default stating the actions Servicer will undertake to bring the Development
Loan current.
_(e) Insurance Settlements. Servicer shall promptly notifY CRF of any casualty or
other losses experienced by the property related to any Development Loan and recommend a
course of action. CRF shall be named as payee on insurance loss drafts, and Servicer is not
authorized to endorse such drafts unless otherwise advised by CRF. At CRF's option, Servicer
shall carry out the collection and application of insurance proceeds. Servicer shall adhere to the
terms of the affected Development Loan and all applicable laws regarding the application of
insurance proceeds and all requirements and prudent practices concerning notification,
inspection and approval. Servicer shall take any required action to protect the priority of the lien
of any mortgage or security interest securing a Development Loan..
(f) Notice of Liens: Bankruntcies: Probate Proceedinl!s. Etc. Servicer shall at all
times use due diligence to prevent the attachment of additional prior liens to the Development
Loans, and shall promptly notifY CRF upon becoming aware that such lien has or will attach.
Notice shall promptly be given to CRF of any state or federal receivership, insolvency,
bankruptcy or similar proceedings in which any borrower or guarantor under a Development
Loan is seeking relief or is a defendant debtor, or the death or dissolution of any borrower or
guarantor under a Development Loan,. or the sale, transfer or vacancy of any property or
equipment mortgaged or pledged as collateral for a Development Loan. Servicer shall diligently
endeavor to ascertain the occurrence of any default under the terms of any Development Loan
and shall promptly report any such occurrence to CRF. Servicer shall maintain accurate records
of the aforesaid matters.
(g) Protection/Enforcement of Security Interest. Servicer shall take any and all
actions, including such actions as CRF shall direct, necessary to protect CRF's security interest
and its status (regardless of whether a Development Loan is in default or not), including without
limitation representing CRF in any proceedings which affect the Development Loan or its status
and obtaining the full benefits of any guaranty or insurance benefits, subject to supervening
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instructions by CRF. If such action requires out-of-pocket expenses, Servicer shall be solely
responsible for such expenses.
(h) Modification: Release. Servicer shall not modify, release, waive, change or
amend any'tenn(s) or condition(s) of any Development Loan without first obtaining the written
consent of CRF. If Servicer is authorized by CRF to take any such action, Servicer shall
complete any and all necessary documentation to effect the change and to protect CRF's security
interest without expense to CRF unless such expense is expressly agreed to by CRF. Servicer
shall send copies of any proposed releases, modifications, waivers or amendments of any
Development Loan to CRF for approval at least two weeks prior to executing the same.
(i) Change of Ownership. Servicer shall immediately notify CRF of any change of
ownership of any collateral pledged or mortgaged to secure a Development Loan, and Servicer
shall take any and all action required to protect any such mortgage or security interest"
SECTION 2. Delinauencies.
Servicer shall use all due diligence to obtain current payment of delinquent Development Loans.
Without exclusion to or limitation of any other rights or remedies CRF may have under the terms
of the Loan Agreement or otherwise at law or in equity, the following provisions shall apply to
the servicing of delinquent Development Loans:
(a) Development Loans Less than 30 Davs Delinauent. For any Development Loan
which is less than 30 days delinquent, Servicer shall follow the customary, usual and prudent
busil!ess practices of its geographic area in collection efforts. . Servicer shall notify CRF, in
writing on the Monthly Loan Report, of any Development Loan whose payments are more than
30 days past due.
(b) Develooment Loans 30 Davs or More Delinauent. If CRF assumes rights to the
Development Loans pursuant to the terms of the Pledge and Security Agreement, this
Agreement shall be deemed terminated for any Development Loan which is delinquent 30 days
or more, unless CRF has provided written authorization to Servicer to continue to service the
delinquent Development Loan. Upon termination of this Agreement with respect to a delinquent
Development Loan, Servicer shall promptly supply appropriate reports, documents and
information as requested by CRF to CRF or to any person or entity designated by CRF.
(c) Loans on Rental Propertv. The same guidelines as are outlined in (a) and (b)
above shall apply to Development Loans on rental property, except that, in addition to normal
collection efforts, Servicer shall take any required actions, including without limitation the
appointment or request for appointment of a receiver or trustee, to secure rental payments
directly to Servicer for the benefit of CRF.
SECTION 3. Servicing Expenses and Fees.
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Servicer shall perform all of its services and duties hereunder at its own expense and without cost
or charge to CRF. In no event shall CRF be obligated to payor reimburse Servicer for any of
Servicer's fees, charges and expenses.
SECTION 4. Termination.
If CRF assumes rights to the Development Loans pursuant to the terms of the Pledge and
Security Agreement, CRF may terminate servicing by Servicer with respect to any Development
Loan or all Development Loans upon thirty (30) days written notice. Upon such termination by
CRF, Servicer shall promptly supply appropriate reports, documents and information as
requested by CRF to CRF or to any person or entity designated by CRF and shall use its best
efforts to effect the orderly and efficient transfer of servicing to a new servicer designated by
CRF.
SECTION 5. Assignment of Rights.
Servicer acknowledges that right, title and interest in and to this Agreement may be assigned by
CRF and CRF's assignee shall have the rights to enforce the same.
SECTION 6. Notices.
All notices and other communications provided for hereunder shall be given in the manner and at
the addresses all as provided for in the Loan Agreement.
e SECTION 7. Governing Law.
This Agreement shall be governed by, and construed in accordance with, the laws of the State of
California.
SECTION 8. Amendment and Waiver.
No amendment or waiver of any provision of this Agreement, nor consent to any departure by
either party therefrom, shall in any event be effective unless the same shall be in writing and
signed by the other party, and then such waiver and consent shall be effective only in the specific
instance and for the specific purpose for which given.
SECTION 9. Execution of Counterparts.
This Agreement may be executed in any number of counterparts and by the different parties
hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which together shall constitute one and the same agreement.
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Accepted and Agreed to as of the date first above written:
REDEVELOPMENT AGENCY OF THE COMMUNITY REINVESTMENT FUND
CITY OF SAN BERNARDINO (Servicer) INC. (CRF)
By:
Its:
By:
Its:
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1.
2.
3.
4
5
6
7
8
9
10
11
12
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EXHmIT A
LOAN FILE DOCUMENTS
Note
Loan Agreement
Mortgage (filed)
Security Agreement
DCC filings and extensions
Proof of insurance on all collateral
Insurance statement or policy showing terms, amount of coverage, and loss payee
Assignment ofPrornissory Note to CRF
Assignment of mortgage (duly filed) to CRF
Assignment of Security Interest to CRF
Correspondence with Borrower and others
Comments to the file concerning Board action, annual financial review of Borrower and
verbal discussions with Borrower
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EXHIBIT B
LOAN PAYMENT TRANSMITTAL REPORT
Borrower Name Payment Principal Interest Next Remaining
Amount
.
STATUS REPORT as of
. No. of days past due
CoUection Action and
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.
.
EXHIBIT C
Development Loans for which Servicer has been engaged by CRF to service under the terms of
this Agreement.
Borrower
Date of Notice
Original Balance
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(389045.1)
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. EXHIBIT A
. To the Pledge and Security 'Agreement
. List of Collateral for
. Deferred Loan Portfolio and Amortizing Loan Portfolio
Held by Pledgor on Behalf of Secured Party
As of .
Lpan portfolio balances reflected here are as of June 30, 2002.
RDA Community Development
Deferred Loans:
I. EDA Map - City Wide Deferred Until Sale - 61 loans with a remaining principal
balance of$512,799
2. NRP - Deferred Residential Loans - 4 loans with a remaining principal balance of
$104,661
RDA Low & Moderate Income Housing Fund
1. EDA Map - City Wide - 242 loans with a remaining principal balance of $2,672,832
2. EDA Map - City Wide Deferred Until Sale - 54 loans with a remaining principal
balance of$566,002
3. RDA - Redevelopment Project Area Loans-- 48 loans with a remaining principal
balance of$I,566,277 (not crossed off schedule)
Home Program
1. NRP - Deferred Residential Loans - 1 loan with a rern,aining principal balance of
$20,000
2. NRP -Owner Occupied Residential Loans - I loan with a remaining principal
balance of$15,081
3. RDA - Redevelopment Project Area Loans - 3 loans with a remaining principal
balance of$598,644 .
4. EDA Map - City Wide Deferred Until Sale -209 10al1$ with a remaining principal
balance of$2,019,468
Economic Development Program
1. EDP - Economic Development (Small Business) Loans - 5 loans with a remaining
principal balance of $68,523
Neighborhood Rehab Program Revolving Loan
1. Commercial Owned Residential Loans - 2 loans with a remaining principal balance of
$78,502
2. NRP - Deferred Residential Loans - 86 loans with a remaining principal balance of
$1,860,060
3. NRP - Investor Owned Residential Loans - 3 loans with a remaining principal
balance of $90,434 .
4. NRP Owner Occupied Residential Loans (Amortizing) - 94 loans with a remaining
princip~1 balance of $3,294,720 .
(389184.1)
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Additional collateral wjll include those. certain loan agreements and promissory notes entered
into by the Pledgor in connection with its Amortizing Loan Portfolio, Deferred Loan Portfolio,
certain new loans made out of the proceeds of this transaction, and all payments'and proceeds
received from or in respect to the Operating Lease.
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Exhibit B
[Copy of Promissory Note]
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EXHIBIT "B" FORM OF PROMISSORY NOTE
PROMISSORY NOTE
$3,500,000.00
,2002
San Bernardino, California
FOR VALUE RECEIVED, the undersigned, REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO, a redevelopment agency under the Community Redevelopment
Law of the State of California (the "Borrower"), promises to pay in lawful money of the United
States of America to the order of COMMUNITY REINVESTMENT FUND, INC., a Minnesota
nonprofit corporation (the "Lender''), the principal sum of Three Million Five Hundred Thousand
DolIars ($3,500,000), with interest thereon at the rate of 6.55% per annum from the date hereof as
provided in that certain Loan Agreement, of even date herewith (the "Loan Agreement''), between
the Borrower and the Lender. Interest on this Note shaII be payable on each Interest Payment Date
as defined and provided in the Loan Agreement. The principal of this Note shall be due and
payable in the amounts specified on Exhibit C on the Interest Payment Dates thereon specified, and
in any event shall be due and payable in fuII on the Termination Date, all as defined and provided in
the Loan Agreement. Both principal and interest under this Promissory Note (the ''Note'') shall be
payable at the office of the Lender as provided in the Loan Agreement.
This Note is made pursuant to the Loan Agreement wherein, among other things, the Lender
has agreed to loan to the Borrower the principal amount of $3,500,000 for the purposes, upon the
terms and in accordance with the provisions of the Loan Agreement. This Note evidences the
aforementioned loan and the terms and conditions of the Loan Agreement are incorporated by
reference herein. This Note may be prepaid only in accordance with the terms and conditions of the
Loan Agreement.
Upon the occurrence of any Event of Default as defined and provided in the Loan
Agreement, aII unpaid principal and interest of this Note may, at the option of the Lender, be
declared to be forthwith due and payable in the manner and with the effect provided in the Loan
Agreement. Failure to exercise this option shall not constitute a waiver of the right to exercise the
same in the event of any subsequent occurrence of an Event of Default. If this Note shall be placed
in the hands of an attorney or attorneys for colIection, the Borrower agrees to pay, in addition to the
amount due hereon, the costs and expenses of colIection, including reasonable attorneys' fees.
All parties to this Note, whether principal, surety, guarantor or endorser, hereby waive
presentment for payment, demand, protest, notice or notice of dishonor.
Executed and delivered on and as of the date first above written.
REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
By:
Its:
ATTEST:
(999982.1)
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Exhibit C
[Amortization Schedule]
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Amortization Table. City of San Bernardino Economic Development Agency
Initial Data
LOAN DATA
TABLE DATA
Table starts at date: 12/1/2002
or at payment number: 1
Loan amount: $3,500,000.00
Annual interest rate: 6.55%
Term in years: 13
Payments per year: 12
Loan Number
PERIODIC PAYMENT
Entered payment: $33,385.35
Calculated payment:
CALCULATIONS
Use payment ot: $33,385.35
1st payment in table: 1
Table
The table uses the calculated periodic payment amount
unless you enter a value for 'Entered paymenf.
Beginning balance at payment 1: 3,500,000.00
Cumulative interest prior to payment 1:
Payment Beginning Ending Cumulative
No. Date Balance Interest PrinciDal Balance Interest
1 12/1/2002 3,500,000.00 19,104.17 14,281.18 3,485,718.82 19,104.17
2 1/1/2003 3,485,718.82 19,026.22 14,359.13 3,471,359.68 38,130.38
3 2/1 /2003 3,471,359.68 18,947.84 14,437.51 3,456,922.17 57,078.22
4 3/1/2003 3,456,922.17 18,869.03 14,516.32 3,442,405.85 75,947.25
5 4/1/2003 3,442,405.85 18,789.80 14,595.55 3,427,810.30 94,737.05
6 5/1/2003 3,427,810.30 18,710.13 14,675.22 3,413,135.08 113,447.18
7 6/1/2003 3,413,135.08 18,630.03 14,755.32 3,398,379.76 132,077.21
8 7/1 /2003 3,398,379.76 18,549.49 14,835.86 3,383,543.90 150,626.70
9 8/1/2003 3,383,543.90 18,468.51 14,916.84 3,368,627.06 169,095.21
10 9/1/2003 3,368,627.06 18,387.09 14,998.26 3,353,628.80 187,482.30
11 10/1/2003 3,353,628.80 18,305.22 15,080.13 3,338,548.68 205,787.53
12 11/1/2003 3,338,548.68 18,222.91 15,162.44 3,323,386.24 224,010.44
13 12/1/2003 3,323,38624 18,140.15 15,245.20 3,308,141.04 242,150.59
14 1/1/2004 3,308,141.04 18,056.94 15,328.41 3,292,812.62 260,207.52
15 2/1 /2004 3,292,812.62 17,973.27 15,412.08 3,277,400.54 278,180.79
16 3/1/2004 3,277,400.54 17,889.14 15,496.21 3,261,904.34 296,069.94
17 4/1/2004 3,261,904.34 17,804.56 15,580.79 3,246,323.55 313,874.50
18 5/1/2004 3,246,323.55 17,719.52 15,665.83 3,230,657.71 331,594.01
19 6/1/2004 3,230,657.71 17,634.01 15,751.34 3,214,906.37 349,228.02
20 7/1/2004 3,214,906.37 17,548.03 15,837.32 3,199,069.05 366,776.05
21 8/1/2004 3,199,069.05 17,461.59 15,923.76 3,183,145.29 384,237.64
22 9/1/2004 3,183,145.29 17,374.67 16,010.68 3,167,134.60 401,612.30
23 10/1/2004 3,167,134.60 17,287.28 16,098.07 3,151,036.53 418,899.58
24 11/1/2004 3,151.036.53 17,199.41 16,185.94 3,134,850.59 436,098.99
25 12/1/2004 3,134,850.59 17,111.06 16,274.29 3,118,576.30 453,210.05
26 1/ 1 /2005 3,118,576.30 17 ,022.23 16,363.12 3,102,213.18 470,232.28
27 2/1/2005 3,102,213.18 16,932.91 16,452.44 3,085,760.74 487,165.19
28 3/1/2005 3,085,760.74 16,843.11 16,542.24 3,069,218.50 504,008.30
29 4/1/2005 3,069,218.50 16,752.82 16,632.53 3,052,585.97 520,761.12
30 5/1/2005 3,052,585.97 16,662.03 16,723.32 3,035,862.65 537,423.15
31 6/1/2005 3,035,862.65 16,570.75 16,814.60 3,019,048.05 553,993.90
32 7/1/2005 3,019,048.05 16,478.97 16,906.38 3,002,141.67 570,472.87
33 8/1/2005 3,002,141.67 16,386.69 16,998.66 2,985,143.01 586,859.56
34 9/1/2005 2,985,143.01 16,293.91 17,091.44 2,968,051.57 603,153.47
35 10/1/2005 2,968,051.57 16,200.61 17,184.74 2,950,866.83 619,354.08
36 11/1/2005 2,950,866.83 16,106.81 17,278.54 2,933,588.30 635,460.90
37 12/1 /2005 2,933,588.30 16,012.50 17 ,372.85 2,916,215.45 651,473.40
38 1/1/2006 2,916,215.45 15,917.68 17,467.67 2,898,747.78 667,391.08
39 2/1/2006 2,898,747.78 15,822.33 17 ,563.02 2,881,184.76 683,213.41
40 3/1 /2006 2,881,184.76 15,726.47 17,658.88 2,863,525.87 698,939.87
41 4/1 /2006 2,863,525.87 15,630.08 17,755.27 2,845,770.60 714,569.95
42 5/1/2006 2,845,770.60 15,533.16 17,852.19 2,827,918.42 730,103.12
43 6/1 /2006 2,827,918.42 15,435.72 17,949.63 2,809,968.79 745,538.84
Page 1
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Amortization Table - City of San Bernardino Economic Development Agency
Initial Data
LOAN DATA
TABLE DATA
Table starts at date: 12/1/2002
or at payment number: 1
loan amount: $3,500,000.00
Annual interest rate: 6.55%
Term in years: 13
Payments per year: 12
loan Number
PERIODIC PAYMENT
Entered payment: $33,385.35
Calculated payment:
CALCULATIONS
Use payment ot: $33,385.35
1st payment in table: 1
Table
The table uses the calculated periodic payment amount
unless you enter a value for 'Entered payment'.
Beginning balance at payment 1: 3,500,000.00
Cumulative interest prior to payment 1:
Payment Beginning Ending Cumulative
No. Date Balance Interest PrinelDal Balance .Jnterest
44 7/112006 2,809,968.79 15.337.75 18,047.60 2.791,921.19 760.876.59
45 8/1/2006 2,791.921.19 15,239.24 18,146.11 2,773.775.07 776.115.82
46 9/1/2006 2.773,775.07 15.140.19 18.245.16 2.755.529.91 791.256.01
47 10/1/2006 2,755,529.91 15.040.60 18,344.75 2.737,185.16 806,296.61
48 11/1/2006 2.737,185.16 14,940.47 18,444.88 2,718,740.28 821.237.08
49 12/1/2006 2.718.740.28 14,839.79 18.545.56 2.700.194.72 836.076.87
50 1/1/2007 2,700,194.72 14.738.56 18.646.79 2.681.547.93 850,815.43
51 2/1/2007 2,681,547.93 14,636.78 18.748.57 2.662,799.37 865,452.22
52 3/1/2007 2,662.799.37 14,534.45 18,850.90 2.643,948.46 879.986.66
53 4/112007 2.643.948.46 14,431.55 18.953.80 2,624.994.67 894,418.22
54 5/1/2007 2,624,994.67 14.328.10 19.057.25 2,605.937.41 908.746.31
55 6/1/2007 2,605,937.41 14.224.08 19.161.27 2.586.776.14 922.970.39
56 7/112007 2.586.776.14 14,119.49 19,265.86 2.567,510.27 937,089.87
57 8/112007 2.567,510.27 14.014.33 19.371.02 2.548.139.25 951.104.20
58 9/1/2007 2,548,139.25 13.908.59 19,476.76 2.528.662.49 965.012.79
59 10/1/2007 2.528.662.49 13.802.28 19,583.07 2.509,079.43 978,815.08
60 11/1/2007 2.509.079.43 13.695.39 19.689.96 2,489.389.47 992.510.47
61 12/1/2007 2,489,389.47 13.587.92 19.797.43 2.469.592.04 1.006.098.39
62 1/1/2008 2,469.592.04 13,479.86 19.905.49 2.449,686.54 1,019,578.24
63 2/1/2008 2.449.686.54 13,371.21 20,014.14 2,429,672.40 1.032.949.45
64 3/1 /2008 2,429.672.40 13.261.96 20.123.39 2,409.549.01 1.046.211.41
65 4/1/2008 2,409,549.01 13.152.12 20.233.23 2,389.315.78 1.059.363.53
66 5/1/2008 2,389.315.78 13.041.68 20.343.67 2.368.972.11 1,072,405.21
67 6/1/2008 2.368.972.11 12.930.64 20,454.71 2.348.517.40 1,085.335.85
68 7/1/2008 2,348,517.40 12.818.99 20.566.36 2,327.951.04 1.098.154.84
69 8/1/2008 2,327.951.04 12,706.73 20.678.62 2.307.272.43 1.110.861.58
70 9/112008 2.307.272.43 12,593.86 20.791.49 2.286,480.94 1,123,455.44
71 10/1/2008 2.286,480.94 12,480.38 20.904.97 2,265.575.96 1.135.935.81
72 11/1/2008 2,265.575.96 12.366.27 21.019.08 2,244.556.88 1.148.302.08
73 12/1/2008 2.244.556.88 12.251.54 21.133.81 2.223,423.07 1,160.553.62
74 1/1/2009 2.223,423.07 12,136.18 21,249.17 2.202,173.91 1,172,689.81
75 2/112009 2.202,173.91 12.020.20 21.365.15 2,180.808.75 1.184,710.00
76 3/1/2009 2,180,808.75 11.903.58 21,481.77 2,159.326.99 1.196.613.59
77 4/1/2009 2.159.326.99 11,786.33 21.599.02 2.137,727.96 1.208.399.91
78 5/1/2009 2.137,727.96 11.668.43 21.716.92 2.116,011.04 1,220,068.34
79 6/112009 2,116.011.04 11.549.89 21.835.46 2,094.175.59 1,231,618.24
80 7/1/2009 2,094,175.59 11 ,430.71 21.954.64 2,072,220.95 1.243,048.95
81 8/1/2009 2,072,220.95 11,310.87 22,074.48 2,050,146.47 1.254,359.82
82 9/1/2009 2,050,146.47 11,190.38 22.194.97 2.027,951.50 1,265.550.20
83 10/112009 2,027,951.50 11.069.24 22.316.11 2,005.635.39 1,276,619.44
84 11/1/2009 2.005.635.39 10,947.43 22,437.92 1,983.197.46 1.287,566.86
85 12/1 /2009 1.983.197.46 10.824.95 22,560.40 1,960.637.07 1.298,391.82
86 1/1/2010 1,960,637.07 10.701.81 22,683.54 1.937.953.53 1.309.093.63
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Amortization Table. City of San Bernardino Economic Development Agency
Initial Data
LOAN DATA
TABLE DATA
Table starts at date: 12/1/2002
or at payment number: 1
Loan amount: $3,500,000.00
Annual interest rate: 6.55%
Term in years: 13
Payments per year: 12
Loan Number
PERIODIC PAYMENT
Entered payment: $33,385.35
Calculated payment:
CALCULATIONS
Use payment ot: $33,385.35
1st payment in table: 1
Table
The table uses the calculated periodic payment amount
unless you enter a value for .Entered paymenf.
Beginning balance at payment 1: 3,500,000.00
Cumulative interest prior to payment 1:
Payment Beginning Ending Cumulative
No. Date Balance Interest PrinciDal Balance Interest
87 2/1/2010 1.937.953.53 10.578.00 22.807.35 1.915.146.17 1.319.671.62
88 3/1/2010 1,915.146.17 10,453.51 22,931.84 1.892.214.33 1.330,125.13
89 4/1/2010 1,892,214.33 10,328.34 23.057.01 1,869,157.32 1,340,453.47
90 5/1/2010 1.869,157.32 10,202.48 23.182.87 1.845.974.45 1.350.655.95
91 6/1/2010 1.845.974.45 10.075.94 23,309.41 1.822.665.04 1.360.731.89
92 7/112010 1,822.665.04 9,948.71 23,436.64 1,799,228.41 1,370,680.61
93 8/1/2010 1,799.228.41 9,820.79 23.564.56 1,775,663.85 1.380.501.40
94 9/112010 1.775,663.85 9.692.17 23.693.18 1.751.970.66 1.390.193.56
95 10/112010 1.751,970.66 9.562.84 23.822.51 1.728.148.15 1.399.756.40
96 11/1/2010 1.728.148.15 9.432.81 23,952.54 1,704,195.61 1,409.189.21
97 12/1/2010 1,704.195.61 9,302.07 24.083.28 1,680.112.33 1,418,491.28
98 1/1/2011 1.680,112.33 9,170.61 24.214.74 1.655.897.59 1,427,661.89
99 2/1/2011 1.655,897.59 9.038.44 24.346.91 1.631.550.68 1,436,700.33
100 3/112011 1,631.550.68 8.905.55 24,479.80 1.607,070.88 1.445.605.88
101 4/1/2011 1.607.070.88 8,771.93 24.613.42 1.582,457.46 1,454.377.81
102 5/1/2011 1.582,457.46 8.637.58 24.747.77 1.557.709.69 1,463,015.39
103 6/1 /20 11 1.557.709.69 8.502.50 24,882.85 1.532,826.84 1,471,517.89
104 7/112011 1,532.826.84 8.366.68 25,018.67 1,507,808.17 1,479.884.57
105 8/1/2011 1.507.808.17 8,230.12 25.155.23 1,482.652.94 1,488.114.69
106 9/1/2011 1,482.652.94 8,092.81 25.292.54 1,457.360.40 1,496,207.50
107 10/1/2011 1,457.360.40 7.954.76 25,430.59 1,431.929.81 1.504,162.26
108 11/112011 1,431.929.81 7.815.95 25,569.40 1.406,360.41 1.511,978.21
109 12/112011 1,406.360.41 7,676.38 25.708.97 1,380,651.44 1,519.654.59
110 1/1/2012 1.380,651.44 7.536.06 25.849.29 1,354.802.15 1.527.190.65
111 2/1/2012 1,354.802.15 7.394.96 25,990.39 1.328.811.76 1.534.585.61
112 3/1/2012 1.328.811.76 7,253.10 26,132.25 1.302,679.51 1.541.838.71
113 4/1/2012 1.302.679.51 7.110.46 26.274.89 1.276.404.62 . 1,548,949.17
114 5/112012 1.276,404.62 6.967.04 26,418.31 1.249.986.31 1.555,916.21
115 6/1/2012 1.249.986.31 6.822.84 26.562.51 1.223,423.80 1.562.739.05
116 7/1/2012 1,223,423.80 6.677 .85 26.707.50 1.196.716.30 1.569,416.90
117 8/1/2012 1.196.716.30 6,532.08 26,853.27 1,169,863.03 1.575.948.98
118 9/1/2012 1.169,863.03 6,385.50 26,999.85 1,142.863.18 1.582,334.48
119 10/1/2012 1,142,863.18 6.238.13 27.147.22 1.115.715.96 1.588.572.61
120 11/1/2012 1.115.715.96 6,089.95 27,295.40 1.088,420.56 1.594.662.56
121 12/112012 1.088,420.56 5.940.96 27.444.39 1,060,976.17 1,600,603.52
122 1/112013 1.060,976.17 5.791.16 27.594.19 1.033,381.99 1,606,394.69
123 2/1/2013 1,033.381.99 5.640.54 27.744.81 1.005.637.18 1.612,035.23
124 3/1/2013 1.005.637.18 5,489.10 27,896.25 977.740.93 1,617,524.33
125 4/1/2013 977.740.93 5,336.84 28,048.51 949,692.42 1.622.861.17
126 5/1/2013 949.692.42 5.183.74 28,201.61 921,490.81 1.628.044.91
127 6/1/2013 921,490.81 5.029.80 28.355.55 893.135.26 1.633.074.71
128 7/1/2013 893.135.26 4,875.03 28.510.32 864.624.94 1.637.949.74
129 8/1/2013 864.624.94 4.719.41 28,665.94 835,959.00 1.642.669.15
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Amortization Table. City of San Bernardino Economic Development Agency
Initial Data
LOAN DATA
TABLE DATA
Table starts at date: 12/1/2002
or at payment number: 1
Loan amount: $3,500,000.00
Annual interest rate: 6.55%
Term in years: 13
Payments per year: 12
Loan Number
PERIODIC PAYMENT
Entered payment: $33,385.35
Calculated payment:
CALCULATIONS
Use payment of: $33,385.35
1st payment in table: 1
Table
The fable uses the calculated periodic payment amount
unless you enter a value for "Entered paymenr.
Beginning balance at payment 1: 3,500,000.00
Cumulative interest prior to payment 1:
Payment Beginning Ending Cumulative
No. Date Balance Interest Prineioal Balance Interest
130 9/1/2013 835,959.00 4,562.94 28,822.41 807,136.59 1,647,232.09
131 10/112013 807,136.59 4,405.62 . 28,979.73 778,156.86 1,651,637.71
132 11/1/2013 778,156.86 4,247.44 29,137.91 749,018.95 1,655,885.15
133 12/112013 749,018.95 4,088.40 29,296.95 719,722.00 1,659,973.55
134 1/1/2014 719,722.00 3,928.48 29,456.87 690,265.13 1,663,902.03
135 2/112014 690,265.13 3,767.70 29,617.65 660,647.48 1,667,669.73
136 3/1/2014 660,647.48 3,606.03 29,779.32 630,868.16 1,671,275.76
137 4/112014 630,868.16 3,443.49 29,941.86 600,926.30 1,674,719.25
138 5/1/2014 600,926.30 3,280.06 30,105.29 570,821.01 1,677 ,999.31
139 6/1/2014 570,821.01 3,115.73 30,269.62 540,551.39 1,681,115.04
140 7/112014 540,551.39 2,950.51 30,434.84 510,116.55 1,684,065.55
141 8/1/2014 510,116.55 2,784.39 30,600.96 479,515.58 1,686,849.93
142 9/1/2014 479,515.58 2,617.36 30,767.99 448,747.59 1,689,467.29 .
143 10/1/2014 448,747.59 2,449.41 30,935.94 417,811.65 1,691,916.70
144 11/1/2014 417,811.65 2,280.56 31,104.79 386,706.86 1,694,197.26
145 12/1/2014 386,706.86 2,110.77 31,274.58 355,432.28 1,696,308.03
146 1/1/2015 355,432.28 1,940.07 31,445.28 323,987.00 1,698,248.10
147 2/1/2015 323,987.00 1,768.43 31,616.92 292,370.08 1,700,016.53
148 3/1/2015 292,370.08 1,595.85 31,789.50 260,580.58 1,701,612.38
149 4/1/2015 260,580.58 1,422.34 31,963.01 228,617.57 1,703,034.72
150 5/1/2015 228,617.57 1,247.87 32,137.48 196,480.09 1,704,282.59
151 6/112015 196,480.09 1,072.45 32,312.90 164,167.20 1,705,355.05
152 7/1/2015 164,167.20 896.08 32,489.27 131,677.92 1,706,251.12
153 8/1/2015 131,677.92 718.74 32,666.61 99,011.32 1,706,969.87
154 9/1/2015 99,011.32 540.44 32,844.91 66,166.40 1,707,510.30
155 10/1/2015 66,166.40 361.16 33,024.19 33,142.21 1,707,871.46
156 11/1/2015 33,142.21 180.90 33,142.21 0.00 1,708,052.36
Page 4
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PLEDGE AND SECURITY AGREEMENT
THIS PLEDGE AND SECURITY AGREEMENT, dated , 2002 (the
"Security Agreement"), by and between REDEVELOPMENT AGENCY OF THE CITY OF
SAN BERNARDINO, a redevelopment agency under the. Community Redevelopment Law of
the State of California (the "Pledgor"), Wells Fargo Bank Minnesota NA, Corporate Trust
Services Division (the "Collateral Agent"), and COMMUNITY REINVESTMENT FUND,
INC., a Minnesota nonprofit corporation (the "Secured Party'').
WITNE~~ETH:
WHEREAS, pursuant to that certain Loan Agreement, of even date herewith (the "Loan
Agreement''), between the Pledgor and the Secured Party, the Secured Party has, on the date
hereof, made a $3,500,000 loan to the Pledgor;
WHEREAS, the aforesaid loan is evidenced by the Pledgor's Promissory Note, of even
date herewith (the "Note");
WHEREAS, as a condition concurrent to the aforesaid loan, the Secured Party has
required that the Pledgor create a valid and perfected first priority security interest in favor of the
Secured Party in certain of the Pledgor's housing rehabilitation and economic development
loans, and operating lease for a golf course owned by the Pledgor and the proceeds and payments
received by the Pledgor in respect thereof;
NOW THEREFORE, in consideration of the premises and in order to induce the
Secured Party to enter into the Loan Agreement and make the loan, and for other good and
valuable consideration the receipt and sufficiency of which are hereby acknowledged, the
Pledgor, the Collateral Agent and the Secured Party hereby agree as follows:
SECTION 1. Defmitions. All capitalized terms used but not defined in this Security
Agreement shall have the meanings set forth in the Loan Agreement.
SECTION 2. Security Interest. The Pledgor hereby pledges, transfers and assigns to
the Secured Party and grants to the Secured Party a security interest (the "Security Interest'') in
all of Pledgor's right, title and interest in and to any and all of the loan obligations of the deferred
Loan Portfolio and the Amortizing Loan Portfolio listed on Exhibit A attached hereto (together
with any loan obligations substituted therefore as provided in Section 8 hereof, the
"Development Loans") and the Operating Lease, in all payments of principal, interest and
premium received from the Development Lo.ans and the Operating Lease, in all increases or
profits received from the Development Loans and the Operating Lease, in all substitutions (if
any) for the Development Loans and in all proceeds of the Development Loans in any form (the
"Collateral''). In order to accomplish the granting of the Security Interest in the Collateral, the
Pledgor shall, on the date hereof, deliver the Development Loans and the Operating Lease to the
Collateral Agent as set forth in Exhibit B, and the Collateral Agent shall administer the Collateral
for and as the agent of the Secured Party. The Collateral Agent shall hold that portion of the
Collateral listed in Exhibit B and the Pledgor shall hold the remainder of the Collateral.
SECTION 3. Indebtedness Secured. The Security Interest in the Collateral secures the
obligations of the Pledgor to the Secured Party under the Loan Agreement and the Note,
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including, without limitation, payment when due of all obligations of the Pledgor now or
hereafter existing, whether for principal, interest, fees, expenses or otherwise, due to the Secured
Party under the Loan Agreement and the Note (the "Obligations'').
SECTION 4. ReDresentations and Warranties of Pledl!or. The Pledgor represents
and warrants that (a) the Pledgor is, on the date hereof, the owner of the Development Loans and
the Operating Lease free and clear of all security interests or other liens, except the Security
Interest; (b) the Pledgor is authorized to enter into this Security Agreement, which is a legal,
valid and binding obligation of the Pledgor enforceable in accordance with its terms; and (c) the
pledge of the Collateral pursuant to this Security Agreement creates a valid and perfected first
priority security interest in the Collateral in favor of the Secured Party.
SECTION 5. Covenants of Pledl!or. So long as this Security Agreement is in effect,
the Pledgor will (a) defend the Secured Party's right, title and interest in the Collateral against
the claims and demands of third parties; (b) keep the Collateral free and clear from all security
interests or liens except the Security Interest; (c) pay all taxes, assessments and other charges of
every nature which may be imposed, levied or assessed against the Collateral (other than income
taxes of the Secured Party); (d) pay the fees and expenses of the Collateral; and (e) at the
Pledgor's own expense, from time to time, promptly execute and deliver all further instruments
and documents, and take all further action, that may be necessary or that the Secured Party may
reasonably request, in order to perfect and protect any security interest granted or purported to be
granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies
hereunder.
SECTION 6. Pavments on Collateral.
(a) Until the occurrence of an event of default under the Loan Agreement (an "Event
of Default") and after the cure of any such Event of Default, the Pledgor reserves the right to
receive payments, if any, on or in respect of the Collateral.
(b) Upon the occurrence and continuation of an Event of Default, the Pledgor will not
demand or receive any payments on or in respect of the Collateral, and if the Pledgor receives
any such payments, the Pledgor shall accept the same in trust for the Secured Party in the same
medium received and shall deliver same to the Secured Party in the form received, properly
endorsed to permit collection, not later than the next Business Day following the day of its
receipt. Any such sums paid to and collected by the Secured Party shall be credited by the
Secured Party against the Pledgor's obligation to pay amounts due under the Loan Agreement.
In addition, upon the occurrence and continuation of an Event of Default, the Pledgor agrees,
upon the request of the Secured Party, to take all such actions as are, in the judgment of the
Secured Party, reasonably necessary and appropriate to establish a "lock-box" system for
handling payments and proceeds of the Collateral.
SECTION 7. Release of Collateral. If the Pledgor makes or causes to be made to the
Secured Party the payment or repayment in full of all Obligations, the Secured Party agrees to
release the Collateral from the lien of this Security Agreement
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SECTION 8. Substitution of Collateral The Pledgor shall have the right, exercisable
from time to time, to substitute other loan obligations owned by the Pledgor for all or any of the
Development Loans; provided, however, that (a) in no event will such substitution result in the
Collateral Value (after giving effect to such substitution) to be less than the then outstanding
principal amount of the Note, (b) the Pledgor shall be required to obtain the consent of the
Secured Party to the proposed substitution (which consent shall not be unreasonably withheld),
(c) the representations and warranties of the Pledgor set forth in Section 4 hereof shall be true
and correct on the date of substitution and (d) the Pledgor shaIJ take all such actions as the
Secured Party shall require to cause the substituted loan obligations to become Collateral subject
to the Security Interest.
SECTION 9. Remedies.
(a) Upon the occurrence of an Event of Default, the Secured Party's rights with
respect to the Collateral shall be those under the Uniform Commercial Code and under any other
applicable law, as the same may from time to time be in effect in the State of California, in
addition to those rights granted herein, in the Loan Agreement, in the Note and in any other
agreement now or hereafter in effect between the Pledgor and the Secured Party evidencing
and/or securing all or any part of the Obligations.
(b) The Secured Party shall not be liable for failure to collect or realize upon or take
any action with respect to the Collateral or for any delay in so doing.
(c) Without in any way requiring notice to be given in the following time and
manner, the Pledgor agrees that any notice by the Secured Party of sale, disposition or other
intended action hereunder or in connection herewith, whether required by the Uniform
Commercial Code as in effect in the State of California or otherwise, shall constitute reasonable
notice to the Pledgor if such notice is mailed by certified mail, return receipt requested, at least
ten (10) days prior to such action, to the Pledgor's address as specified in Section 11 (g) hereof.
(d) The Pledgor agrees to pay on demand all costs and expenses incurred by the
Secured Party and the Collateral Agent in enforcing this Security Agreement, in realizing upon
or protecting any Collateral and in enforcing and collecting any amount due under the Loan
Agreement and the Note, including, without limitation, the reasonable attorneys' fees incurred by
the Secured Party and the Collateral Agent.
(e) Upon the occurrence and during the continuance of an Event of Default, the
Pledgor agrees, at the request of the Secured Party, to do or cause to be done all such acts and
things reasonably necessary to sell the Collateral in compliance with applicable laws, regulations
and orders of any court, Person or governmental instrumentality having jurisdiction over any
such sale, all at the Pledgor's expense.
SECTION 10. No Disposition. Without the prior written consent, or consent delivered
by facsimile to the Secured Party, the Pledgor agrees that it will not sell, assign, transfer,
exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, nor will it
create, incur or permit to exist any pledge, lien, mortgage, hypothecation, security interest,
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charge, option or any other encumbrance with respect to any of the Collateral other than the
Security Interest.
SECTION 11. Miscellaneous.
(a) The Pledgor authorizes the Secured Party, without notice or demand and without
affecting the Pledgor's obligations hereunder, (i) to take from any Person and hold collateral
(other than the Collateral) for the payment of the amounts due under the Loan Agreement or the
Note or any part of either thereof, and to exchange, enforce or release such collateral or any part
thereof; (ii) to accept and hold any guaranty and to release or substitute any guarantor; and (iii)
upon the occurrence of any Event of Default, to direct the order or manner of the disposition of
the Collateral, any and all other collateral and the enforcement of any and all guaranties as the
Secured Party, in its sole discretion, may determine. -
(b) The Pledgor hereby directs and appoints the Secured Party (without requiring
further action by the Secured Party) to perform all acts which the Secured Party deems
appropriate, including acts which the Pledgor would, but for this provision, be required to take
itself to perfect and continue the Security Interest and to protect, preserve and realize upon the
Collateral.
(c) No course of dealing between the Pledgor and the Secured Party and no delay or
omission by the Secured Party in exercising any right or remedy hereunder or with respect to any
amount due under the Loan Agreement or the Note shall operate as a waiver thereof, or of any
other' right or remedy, and no single or partial exercise thereof shall preclude any other or further
exercise thereof or the exercise of any other right or remedy. The Secured Party may waive any
default by the Pledgor hereunder or with respect to any amount due under the Loan Agreement
or the Note in any reasonable manner without waiving the default remedies and without waiving
any other prior or subsequent default by the Pledgor. All rights and remedies of the Secured
Party hereunder are cumulative.
(d) The Secured Party shall have no obligation to take, and the Pledgor shall have the
sole responsibility for taking, any and all steps to preserve rights against any and all other
Persons to any instrument constituting Collateral, whether or not in the Secured Party's
possession. The Secured Party shall not be responsible to the Pledgor for loss or damage
resulting from the Secured Party's failure to enforce or collect any such Collateral or to collect
any money due or to become due thereunder. The Secured Party shall, however, exercise its
rights and remedies hereunder consistent with its status as Secured Party under the Uniform
Commercial Code as in effect in the State of California. The Pledgor waives protest of any
instrument constituting Collateral at any time held by the Secured Party on which the Pledgor is
in any way liable and waives notice of any other action taken by the Secured Party with respect
to the Collateral.
( e) The rights and benefits of the Secured Party, and the security interests and the
obligations of the Pledgor created hereunder, shall be absolute and unconditional, irrespective of:
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(i) any lack of validity or enforceability of the Loan Agreement, the
Note or any other agreement or instrument relating thereto;
(ii) any change in the time, manner or place of payment of, or in any
other term of, all or any of the obligations under or any other amendments or
waiver of or any consent to the departure from the Loan Agreement or from the
Note;
(iii) any exchange, release or non-perfection of any other collateral, or
any release, amendment or waiver of or consent to departure from any guaranty
for any obligation; or
(iv) any other circumstances which might otherwise constitute a
defense available to, or a discharge of, the Pledgor.
(f) The rights and benefits of the Secured Party hereunder shall, if the Secured Party
so directs, inure to any party acquiring any interest in the amounts due under the Loan
Agreement and the Note. If the Secured Party grants to any other Person a participation in the
Secured Party's interest under the Loan Agreement and the Note, so long as the Secured Party
retains an interest under the Loan Agreement and the Note, all notices, consents and other
communications required or permitted to be given hereunder shall be given by the Secured Party
and not by any such participant and all such notices, consents and other communications given
by the Secured Party shall be deemed given by and be binding upon all such participants.
(g) All notices and other communications provided for hereunder shall be in writing
(including facsimile, telegraphic, telex or cable communication) and mailed, telecopied,
telegraphed, telexed, cabled or delivered, to the notice address of the Secured Party and the
Borrower provided in Section 7.02 of the Loan Agreement or, as to each party, at such other
address as shall be designated by such party in a written notice to the other party. All such
notices and communications shall, when mailed or telecopied, be effective (i) two (2) Business
Days after deposit with the U.S. Postal Service, first class postage pre-paid, (ii) one (1) day after
deposit with any nationally recognized carrier service, appropriate charges pre-paid or (iii) upon
receipt when telecopied (and receipt is confirmed) or hand delivered.
(h) The terms "Secured Party" and "Pledgor", as used herein, shall include the
respective successors and assigns of those parties.
(i) No modification, rescission, waiver, release or amendment of any provision of
this Security Agreement shall be made except by a written agreement subscribed by the Pledgor
and by a duly authorized officer of the Secured Party.
G) This Security Agreement and the transaction evidenced hereby shall be construed
under the laws of the State of California, as the same may from time to time be in effect.
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IN WITNESS WHEREOF, the Pledgor, the Collateral Agent and the Secured Party
have caused this Pledge and Security Agreement to be duly executed and delivered by their
respective duly authorized officers all as of the day and year first above written.
REDEVELOPMENT AGENCY OF THE CITY
OF SAN BERNARDINO
By:
Its:
By:
Its:
COMMUNITY REINVESTMENT FUND, INC.
By:
Its:
WELLS FARGO BANK MINNESOTA N.A. .
By:
Its:
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<
** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT **
RESOLUTION AGENDA ITEM TRACKING FORM
Meeting Date (Date Adopted): i I-LI '0,;).... Item #
Vote: Ayes \-'1 Nays -e-
e 3S" Resolution # cCC/ zoce-3.3
Abstain.e- Absent ~
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
Date Sent to Mayor: ~ \..-5" --C:> :)--
Date of Mayor's Signature: /I~' ,'0 ;?
Date of Clerk/CDC Signature: II~ ~ -0;;>-
Date Memo/Letter Sent for Signature: 11- IS-a:;iJ--
60 Day Reminder Letter Sent on 30th day:
90 Day Reminder Letter Sent on 45th day:
NullNoid After:-
By: -
Reso. Log Updated: ".,....-
Seal Impressed:
See Attached: ../ Date Returned:
See Attached:
See Attached:
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):
Copies Distributed to:
City Attorney
Parks & Rec.
Code Compliance
Dev. Services
Public Services
Water
Police
Notes:
Yes/' No By
Yes NoV By
Yes No ,/ By
-
Yes No / By
Yes No/ By
EDA
,/
MIS
Finance
Others:
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
"
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CITY OF SAN BERNARDINO
Interoffice Memorandum
CITY CLERK'S OFFICE
Records and Information Management (RIM) Program
DATE:
November 15, 2002
TO:
Margaret Parker
FROM:
Michelle Taylor, Senior Secretary
RE:
Resolution CDC/2002-33
At the Mayor and Common Council meeting of October 7, 2002, the City of San Bernardino
adopted Resolution CDC/2002-33 - Resolution approving a loan agreement, and related
documents, and authorizing execution thereof between the Redevelopment Agency and the
Community Reinvestment Fund.
Once the above-referenced agreement has been executed, please forward the original (or a copy
if applicable) to the City Clerk's Office, to my attention.
If you have any questions, please do not hesitate to contact me at ex!. 3206. Thank you.
Michelle Taylor
Senior Secretary
I hereby acknowledge receipt ofthis memorandum.
Signed: ryt1~1ff M(,hl}
Date: /) f);;l/09-
Please sign and return