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HomeMy WebLinkAbout2008-05-13 - AGENDA REPORTS - LOAN CONSOLIDATION (2)Agenda Item: ' .QA. I CITY OF SANTA CLARITA JOINT CITY COUNCIL/REDEVELOPMENT AGENCY AGENDA REPORT City Manager Approval: / I fx, 7-1� CONSENT CALENDAR Item to be presented by: Darren Hernandez DATE: May 13, 2008 SUBJECT: LOAN FROM CITY TO REDEVELOPMENT AGENCY AND REFINANCING AND CONSOLIDATION OF EXISTING LOANS FROM CITY TO REDEVELOPMENT AGENCY INTO ONE NOTE AND APPROVAL OF LOAN AGREEMENT DEPARTMENT: Administrative Services RECOMMENDED ACTION 1. City Council: Adopt a Resolution Making a Loan to the Redevelopment Agency, Approving the Refinancing and Consolidation of Existing Loans to the Redevelopment Agency, and Approving the Execution of a Loan Agreement Related Thereto, 2. Redevelopment Agency: Adopt a Resolution of the Agency Accepting a Loan From the City, Authorizing the Refinancing and Consolidation of Existing Loans from the City of Santa Clarita, and Approving the Execution of a Loan Agreement and Note Related Thereto. BACKGROUND Pursuant to California Community Redevelopment Law (codified in Part 1 of Division 24 of the California Health and Safety Code) (the "Redevelopment Law"), the City of Santa Clarita (the "City") has loaned funds to the City of Santa Clarita Redevelopment Agency (the "Agency") since 1994 until present for administrative purposes and to fund redevelopment projects of the Agency. A total of 13 promissory notes are outstanding in the principal amount of $10,242,068, and together with accrued interest, have an outstanding aggregate balance due of $11,943,000, as of May.31, 2008. It is contemplated the City's General Fund will make a loan this year of $5,135,000 to the Agency. It is proposed the new loan be made and the existing notes be refinanced and consolidated into one note in the principal amount of $17,078,000 (the "Note"), being AdOpd a- des o. �� �- o �-y $5,135,000 of a new loan, plus $11,943,000 to refinance the existing notes. The Note and related loan agreement (the "Loan Agreement' references the Note is subordinated to any new or future bonded indebtedness of the Agency. This consolidation and refinancing will facilitate the proposed initial bond offerings of the Agency. The maturity date of the Note is June 1, 2043. Adoption of the Resolutions approves the Loan Agreement with attached Note and authorizes the Mayor and City Clerk of the City, and Chairman and Secretary of the Agency, to execute and attest the Loan -Agreement, and the Executive Director and. Secretary to execute and attest the. Note. ALTERNATIVE ACTIONS 1. The City Council/Redevelopment Agency may choose not to make the new loan or to refinance and consolidate the existing City notes. 2. Other action as determined by the City Council/Redevelopment Agency. FISCAL IMPACT None. ATTACHMENTS City Note Resolution Agency Note Resolution Loan Agreement Exhibit A - Promissory Note RESOLUTION NO. RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CLARITA, CALIFORNIA, MAKING A LOAN TO THE REDEVELOPMENT AGENCY, APPROVING THE REFINANCING AND CONSOLIDATION OF EXISTING LOANS TO THE CITY OF SANTA CLARITA REDEVELOPMENT AGENCY, AND APPROVING THE EXECUTION OF A LOAN AGREEMENT RELATED THERETO WHEREAS, the City of Santa Clarita Redevelopment Agency (the "Agency") is authorized pursuant to the Community Redevelopment Law, being Part 1 of Division 24 (commencing with Section 33000) of the Health and Safety Code of the State of California (the "Law"), to incur indebtedness for the purpose of financing certain redevelopment activities within and/or of benefit to its Newhall Redevelopment Project Area (the "Project Area"); and WHEREAS, the City of Santa Clarita (the "City") has previously loaned funds to the Agency for administrative purposes and to fund redevelopment projects of the Agency; and WHEREAS, a total of 13 promissory notes are outstanding in the aggregate principal amount of $10,242,068, and together with accrued interest, have an outstanding aggregate balance due of $11,9.43,000 as of May 31, 2008 (the "Prior Notes"); and WHEREAS, the Agency requested to refinance the Prior Notes; and WHEREAS, the Agency also requested the City make a new loan to the Agency in the principal amount of $5,135,000, and to consolidate the Prior Notes with the new note into a single note in the principal amount of $17,078,000 (the "Note") pursuant to and in accordance with a Loan Agreement, dated as of May 13, 2008 (the "Loan Agreement'), the proposed form of which has been presented to this City Council; and WHEREAS, the City Council, with the aid of its staff, has reviewed the documentation related to the issuance of the Note, which documentation is on file with the City Clerk.of the City of Santa Clarita; NOW, THEREFORE, the City Council of the City of Santa Clarita does hereby resolve as follows: SECTION 1. The City hereby makes the offer of a loan in the amount of $5,135,000 to the Agency, authorizes the refinancing of the Prior Notes, and authorizes the consolidation of the . new loan with the Prior Notes into a single note in favor of the City in aggregate principal amount of $17,078,000 in accordance with the Law and pursuant to the terms and conditions of the Loan Agreement by and between the Agency and the City. SECTION 2. The City hereby approves the Loan Agreement in substantially the form on file with the City Clerk, together with such revisions, amendments, and completions as shall be approved by the Mayor, the City Manager, the Deputy. City Manager & Director of Administrative Services, or the City Clerk, or any designee of any of them (each, an "Authorized Officer"), such approval to be conclusively evidenced by the execution and delivery thereof by an Authorized Officer. The date, maturity .date, interest rate or rates, form and other terms of the Note shall be as provided in the Loan Agreement, as finally executed. SECTION 3. Any one of the Authorized Officers is hereby authorized and directed, jointly and severally, to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and things necessary or proper in order to consummate the execution of the Loan Agreement and otherwise to effectuate the purposes of this Resolution and the transactions contemplated hereby. SECTION 4. The City Clerk shall certify to the adoption of. this Resolution, and thenceforth and thereafter the same shall be in full force and effect. Notwithstanding the foregoing, such certification and any of the other duties and responsibilities assigned to the City Clerk pursuant to this Resolution may be performed by an Assistant City Clerk with the same force and effect as if performed by the City Clerk hereunder. PASSED, APPROVED AND ADOPTED this day of , 2008. ATTEST: CITY CLERK 2 MAYOR STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF SANTA CLARITA ) I, Sharon L. Dawson, City Clerk of the City of Santa Clarita, do hereby certify that the foregoing Resolution was duly adopted by the City Council of the City of Santa Clarita at a regular meeting thereof, held on the day of 2008, by the following vote: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: 3 CITY CLERK STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF SANTA CLARITA ) CERTIFICATION OF CITY COUNCIL RESOLUTION I, Sharon L. Dawson, City Clerk of the City of Santa Clarita, do hereby certify that this is a true and correct copy of the original Resolution No. , adopted by the City Council of the City of Santa Clarita, California on 2008, which is now on file in my office. Witness my hand and seal of the City of Santa Clarita, California, this day of 2008. Sharon L. Dawson, CMC City Clerk By Susan Coffinan Deputy City Clerk rd RESOLUTION NO. RESOLUTION OF THE CITY OF SANTA CLARITA REDEVELOPMENT AGENCY ACCEPTING A LOAN FROM THE CITY OF SANTA CLARITA, AUTHORIZING THE REFINANCING AND CONSOLIDATION OF EXISTING LOANS FROM THE CITY OF SANTA CLARITA, AND APPROVING THE EXECUTION OF A LOAN AGREEMENT AND NOTE RELATED THERETO WHEREAS, the City of Santa Clarita Redevelopment Agency (the "Agency") is authorized pursuant to the Community Redevelopment Law, being Part 1 of Division 24 (commencing with Section 33000) of the Health and Safety Code of the State of California (the "Law"), to incur indebtedness for the purpose of financing certain redevelopment activities within and/or of benefit to its Newhall Redevelopment Project Area (the "Project Area"); and WHEREAS, the City of Santa Clarita (the "City") has previously loaned funds to the Agency for administrative purposes and to fund redevelopment projects of the Agency; and WHEREAS, a total of 13 promissory notes are outstanding in the aggregate principal amount of $10,242,068, and together with accrued interest, have an outstanding aggregate balance due of $11,943,000, as of May 31, 2008 (the "Prior Notes"); and WHEREAS, the Agency desires and the City has agreed to refinance the Prior Notes; and WHEREAS, the City has also offered to snake a new loan to the Agency in the principal amount of $5,135,000, and to consolidate the Prior Notes with the new note into a single note in the principal amount of $17,078,000 (the "Note"), pursuant to and in accordance with a Loan Agreement, dated as of May 13, 2008 (the "Loan Agreement'), the proposed form of which has been presented to this Board; and WHEREAS, the Board of the Agency, with the aid of its staff, has reviewed the documentation related to the issuance of the Note, which documentation is on file with the Secretary of the Agency; NOW, THEREFORE, THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA CLARITA DOES RESOLVE AS FOLLOWS: SECTION 1. The Agency hereby accepts the offer of a loan in the amount of $5,135,000, authorizes the refinancing of the Prior Notes, and authorizes the consolidation of the new loan with the Prior Notes into a single note in favor of the City in aggregate principal amount of . $17,078,000 in accordance with the Law and pursuant to the terms and conditions of the Loan Agreement by and between the Agency and the City. SECTION 2. The Agency hereby approves the Loan Agreement in substantially the form on file with the Secretary, together with such revisions, amendments and completions as shall be approved by the Chairperson, the Vice Chairperson, the Executive Director, the Treasurer or the Secretary of the Agency, or any designee of any of them (each, an "Authorized Officer"), such approval to be conclusively evidenced by the execution and delivery thereof by an Authorized Officer. The date, maturity date, interest rate or rates, form, and other terms of the Note shall be as provided in the Loan Agreement, as finally executed. SECTION 3. Any one of the Authorized Officers is hereby authorized and directed, jointly and severally, to execute and deliver any and all documents and instruments, and to do and cause to be done any and all acts and things necessary or proper in order to consummate the execution of the Note and otherwise to effectuate the purposes of this Resolution and the transactions contemplated hereby. SECTION 4. This Resolution shall take effect immediately upon its adoption. PASSED, APPROVED AND ADOPTED THIS. day of May, 2008. ATTEST: SECRETARY 2 CHAIR STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF SANTA CLARITA ) I, Sharon L. Dawson, CMC, Secretary of the City of Santa Clarita Redevelopment Agency, do hereby certify that the foregoing Resolution was duly adopted by the Redevelopment Agency of the City of Santa Clarita at a regular meeting thereof, held on the day of 2008, by the following vote: AYES: AGENCY MEMBERS: NOES: AGENCY MEMBERS: ABSENT: AGENCY MEMBERS: 3 SECRETARY I STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF SANTA CLARITA ) CERTIFICATION OF CITY COUNCIL RESOLUTION I, Sharon L. Dawson, City Clerk of the City of Santa Clarita, do hereby certify that this is a true and correct copy of the original Resolution No. , adopted by the Redevelopment Agency of the City of Santa Clarita, California, on 2008, which is now on file in my office. Witness my hand and seal of the City of Santa Clarita, California, this _ day of )2008. Sharon L. Dawson, CMC City Clerk By Susan Coffman Deputy City Clerk .19 LOAN AGREEMENT by and between the CITY OF SANTA CLARITA and the CITY OF SANTA CLARITA REDEVELOPMENT AGENCY Dated as of May 13, 2008 80173084.2 5/2/08 I TABLE OF CONTENTS Page ARTICLEI DEFINITIONS...................................................................................................................1 Section1.01 Definitions......................................................................................................1 Section 1.02 Rules of Construction.....................................................................................2 ARTICLE II THE 2008 NOTE; PARITY DEBT...................................................................................2 Section 2.01 Authorization.................................................:................................................2 Section 2.02 Repayment of the Notes.....................................:...........................................2 Section 2.03 Optional Prepayment of the Notes.................................................................3 ARTICLE III SOURCE OF REPAYMENT............................................................................................ 3 Section 3.01 Source of Repayment.....................................................................................3 ARTICLE IV OTHER COVENANTS OF THE AGENCY...................:................................................3 Section 4.01 Punctual Payment; Extension of Payments .................................................... 3 Section 4.02 Protection of Security and Rights...................................................................3 Section 4.03 Payments of Taxes and Other Charges........................................................... 3 Section 4.04 Further Assurances............................................................... ARTICLE V EVENTS OF DEFAULT AND REMEDIES....................................................................4 Section 5.01 Events of Default and Acceleration of Maturities..........................................4 Section5.02 No Waiver......................................................................................................4 Section 5.03 Remedies Not Exclusive ............................. ARTICLE VI MISCELLANEOUS..........................................................................................................5 Section 6.01 Benefits Limited to Parties.............................................................................5 Section 6.02 Successor is Deemed Included in All References to Predecessor..................5 Section 6.03 Discharge of Loan Agreement.......................................................................5 Section 6.04 Amendments and Supplements......................................................................6 Section 6.05 Waiver of Personal Liability ..........................................................................6 Section 6.06 Payment on Business Days............................................................................6 Section6.07 Notices............................................................................................................6 Section 6.08 Partial Invalidity .............................................................................................6 Section 6.09 Article and Section Headings and References................................................6 Section 6.10 Execution of Counterparts..............................................................................7 Section6.11 Governing Law...............................................................................................7 Section6.12 Assignment...........................:.........................................................................7 EXHIBIT A — FORM OF 2008 NOTE..................................................................................................... A-1 EXHIBIT B — FORM OF PARITY NOTE.............................................................................................. B-1 EXHIBIT C — LIST OF PRIOR NOTES.................................................................................................. C-1 80173084.2 LOAN AGREEMENT This LOAN AGREEMENT (the "Loan Agreement") is dated as of May 13, 2008, by and between the CITY OF SANTA CLARITA, a municipal corporation duly organized and existing under the laws of the State of California (the "City"), and the CITY OF SANTA CLARITA REDEVELOPMENT AGENCY, a public body, corporate and politic, organized and existing under and by virtue of the laws of the State of California (the "Agency"); WITNESSETH: WHEREAS, pursuant to California Community Redevelopment Law (codified in Part 1 of Division 24 of the California Health and Safety Code) (the "Redevelopment Law"), the City has previously loaned funds to the Agency for administration and redevelopment activities of the Agency, and in exchange the Agency has executed thirteen (13) promissory notes ("Prior Notes") in favor of the City; and WHEREAS, the Prior Notes are currently outstanding in the aggregate principal amount of $10,242,068, and together with accrued interest, have an outstanding aggregate balance due of $11,943,000; and WHEREAS, the City has offered and the Agency has accepted the offer of a new loan from the City in the principal amount of $5,135,000; and WHEREAS, the Agency and the City desire to consolidate the new loan and the refinancing of the Prior Notes into a single note (the "2008 Note") under this Loan Agreement; and WHEREAS, the Agency and the City desire to provide for parity notes under this Loan Agreement which may be issued in the future should funds be loaned by the City to the Agency for administrative purposes or redevelopment activities of the Agency; and WHEREAS, in order to establish and declare the terms and conditions upon which the 2008 Note is to be made and secured and any parity debt, the City and the Agency wish to enter into this Loan Agreement; and WHEREAS, all acts and proceedings required by law necessary to make this Loan Agreement, when executed by the City and the Agency, the valid, binding and legal obligations of the City and the Agency, and to constitute this Loan Agreement a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of this Loan Agreement have been in all respects duly authorized; NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto do hereby agree as follows: ARTICLE I DEFINITIONS Section 1.01 Definitions. Unless the context otherwise requires, the capitalized terms in this Loan Agreement shall have the respective meanings set forth below: 80173084.2 "Agency" means the City of Santa Clarita Redevelopment Agency. "City" means the City of Santa Clarita. "Maturity Date" means, with respect to the 2008 Note, June 1, 2043, and with respect to any Parity Notes, the date specified in the Parity Note and the supplement to this Loan Agreement. "Notes" mean the 2008 Note and Parity Notes. "Parity Notes" mean any note executed and delivered by the Agency representing future loans to be made by the City to .the Agency under this Loan Agreement as provided in Section 2.01 hereof. "Prior Notes" mean, collectively, the loans by the City to the Agency evidenced by the promissory notes and or resolutions listed on Exhibit C attached hereto. 112008 Note" means the note under this Loan Agreement in the initial principal amount of $17,078,000. Section 1.02 Rules of Construction. All references herein to "Articles," "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Loan Agreement, and the words "herein," "hereof," "hereunder" and other words of similar import refer to this Loan Agreement as a whole and not to any particular Article, Section or subdivision hereof. ARTICLE II THE 2008 NOTE; PARITY DEBT Section 2.01 Authorization. The City hereby agrees to consolidate the Prior Notes into one note, the 2008 Note, in the principal amount of Seventeen Million Seventy -Eight Thousand Dollars ($17,078,000) under and subject to the terms of this Loan Agreement. The 2008 Note shall be in substantially the form attached hereto as Exhibit A. Upon the execution of the 2008 Note, the Prior Notes shall be deemed cancelled and no longer outstanding and all. obligations of the Agency and the City thereunder shall cease and terminate. The City may loan additional funds to the Agency over time under this Loan Agreement in accordance with and in the form of a Parity Note in substantially the form attached hereto as Exhibit B in the amounts and subject to the interest rate set forth therein and a supplement to this Loan Agreement. This Loan Agreement constitutes a continuing agreement with the City to secure the full and final payment of the Notes, subject to the covenants, agreements, provisions and conditions herein contained. Section 2.02 Repayment of the Notes. The Agency shall repay the principal of each Note and shall pay accrued interest thereon on or prior to the Maturity Date of such Note. Commencing on the dated date of the Notes, the principal amount of the Notes shall bear interest as specified in such Note.' The 2008 Note shall bear simple interest calculated on an annual basis at the fixed interest rate of 6.8%. Principal of and interest on the Notes shall be payable by the Agency to the City in' immediately available funds which constitute lawful money of the United States of America. 80173084.2 2 Section 2.03 Optional Prepayment of the Notes. The Agency shall have the right to prepay the unpaid principal and accrued interest on the Notes, in whole or in part, on any date. ARTICLE III SOURCE OF REPAYMENT Section 3.01 Source of Repayment. The Agency shall repay the Notes from legally available funds of the Agency. The indebtedness of the Agency created by this Loan Agreement and the Notes shall be subordinate to all of the Agency's existing indebtedness and bond issuance(s) and the refunding or refinancing thereof, any future bonds and all other future indebtedness the Agency may issue and/or incur. Indebtedness includes any indebtedness incurred by the Agency for bonds, notes, interim certificates, debentures, certificates of participation, loans, statutory pass-through payments or other obligations issued by the Agency, other than the Notes. ARTICLE IV OTHER COVENANTS OF THE AGENCY Section 4.01 Punctual Payment; Extension of Payments. The Agency will punctually pay or cause to be paid the principal of and interest on the Notes in strict conformity with the terms of this Loan Agreement, and it will faithfully observe and perform all of the conditions, covenants and requirements of this Loan Agreement. The Agency shall not directly or indirectly extend or assent to the extension of the maturity of the Notes, and in case the principal of or interest on the Notes or the time of payment of any such claims therefor shall be extended, such principal, interest, or claims for interest shall not be entitled, in case of any Event of Default hereunder, to the benefits of this Loan Agreement except for payment of all amounts which shall not have,been so extended. Section 4.02 Protection of Security and Rights. The Agency will preserve and protect the security of the Notes and the rights of the City with respect to the Notes. The Notes and the provisions of this Loan Agreement are and will be the legal, valid and binding special obligations of the Agency in accordance with their terms, and the Agency shall at all times, to the extent permitted by law, defend, preserve and protect all the rights of the City under this Loan Agreement against all claims and demands of all persons whomsoever. Section 4.03 Payments of Taxes and Other Charges. The Agency will pay and discharge, or cause to be paid and discharged, all taxes, service charges, assessments and other governmental charges which may hereafter be lawfully imposed upon the Agency or the properties then owned by the Agency, when the same shall become due. Nothing herein contained shall require the Agency to make any such payment so long as the Agency in good faith shall contest the validity of said taxes, assessments or charges. Section 4.04 Further Assurances. The Agency will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Loan Agreement and for the better assuring and confirming unto the City of the rights and benefits provided in this Loan Agreement. 80173084.2 ARTICLE V EVENTS OF DEFAULT AND REMEDIES 4 Section 5.01 Events of Default and Acceleration of Maturities. The following events shall constitute Events of Default hereunder: (a) Failure by the Agency to pay the principal of or interest on the Notes when and as the same shall become due and payable. (b) Failure by the Agency to observe and perform any of the covenants, agreements or conditions on its part contained in this Loan Agreement, other than as referred to in the preceding clause (a), for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied has been given to the Agency by the City; provided, however, that if in the reasonable opinion of the Agency the failure stated in such notice can be corrected, but not within such thirty (30) day period; such failure shall not constitute an Event of Default if corrective action is instituted by the Agency within such thirty (30) day period and thereafter is diligently pursued until such failure is corrected. (c) The filing by the Agency of a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law of the United States of America, or if a court of competent jurisdiction shall approve a petition, filed with or without the consent of the Agency, seeking reorganization under the federal bankruptcy laws or any other applicable law of the United States of America, or if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Agency or of the whole or any substantial part of its property. If an Event of Default has occurred and is continuing, the City may, (a) declare the principal of the Notes, together with accrued interest on all unpaid installments thereof, to be due and payable immediately, and upon any such declaration the same will become immediately due and payable, anything in this Loan Agreement to the contrary notwithstanding, and (b) exercise any other remedies available to the City in law - or equity arising hereunder. Immediately upon becoming aware of the occurrence of an Event of Default under this Loan Agreement, the City shall give notice of such Event of Default to the Agency by telephone, telecopier or other telecommunication device, promptly confirmed in writing. This provision, however, is subject to the condition that if, at any time after the principal of the Notes has been so declared due and payable, and before any judgment or decree for the payment of the moneys due has been obtained or entered, the Agency will deposit with the City a sum sufficient to pay all installments of principal of the Notes matured prior to such declaration and all accrued interest thereon, with interest on such .overdue installments of principal and interest at the net effective rate then borne by the Notes, and any and all other defaults known to the City (other than in the payment of principal of and interest on the Notes due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the City or provision deemed by the City to be adequate shall have been made therefor, then, and in every such case, the City may, by written notice to the Agency, rescind and annul such declaration and its consequences. However, no such rescission and annulment shall extend to or shall affect any subsequent default, or shall impair or exhaust the right or power consequent thereon. Section 5.02 No Waiver. Nothing in this Article V or in any other provision of this Loan Agreement, shall affect or impair the obligation of the Agency, which is absolute and unconditional, to pay from the legally available funds of the Agency pledged hereunder, the principal of and interest on the Notes to the City when due, as herein provided, or affect or impair the right of action, which is also 80173084.2 4 absolute and unconditional, of the City to institute suit to enforce such payment by virtue of the contract embodied in this Loan Agreement. A waiver of any default by the City pursuant to Section 5.01 shall not affect any subsequent default or impair any rights or remedies on the subsequent default. No delay or omission of the City to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein, and every power and remedy conferred upon the City by this Article V may be enforced and exercised from time to time and as often as shall be deemed expedient by the City. If a suit, action or proceeding to enforce any right or exercise any remedy shall be abandoned or determined adversely to the City, the Agency and the City shall be restored to their former positions, rights and remedies as if such suit, action or proceeding had not been brought or taken. Section 5.03 Remedies Not Exclusive. No remedy herein conferred upon or reserved to the City is intended to be exclusive of any other remedy. Every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity or by statute or otherwise, and may be exercised without exhausting and without regard to any other remedy conferred by any law. ARTICLE VI MISCELLANEOUS Section 6.01 Benefits Limited to Parties. Nothing in this Loan Agreement, expressed or implied, is intended to give to any person other than the City and Agency, any right, remedy or claim under or by reason of this Loan Agreement. All covenants, stipulations, promises or agreements in this Loan Agreement contained by and on behalf of the Agency shall be for the sole and exclusive benefit of the City. Section 6.02 Successor is Deemed Included in All References to Predecessor. Whenever in this Loan Agreement either the City or the Agency is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Loan Agreement contained by or on behalf of the City or the Agency shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. Section 6.03 Discharge of Loan Agreement. If the City shall pay and discharge the indebtedness on the Notes or any portion thereof in any one or more of the following ways: (a) by well and truly paying or causing to be paid the principal of and interest on the Notes or such portion thereof, as and when the same become due and payable; (b) by irrevocably depositing with the City at or before maturity, cash in an amount which is fully sufficient to pay all principal of and interest on the Notes or such portion thereof; then, at the election of the Agency but only if all other amounts then due and payable hereunder shall have been paid or provision for their payment made, the pledge of and lien upon the funds provided for in this Loan Agreement and all other obligations of the City and the Agency under this Loan Agreement with respect to the Notes or such portion thereof shall cease and terminate. Notice of such election shall be filed with the City. In the case of a discharge of the entire indebtedness on the Notes, any funds 80173084.2 5 thereafter held by the City hereunder, which are not required for said purpose, shall be paid over to the Agency. Section 6.04 Amendments and Supplements. This Loan Agreement may be amended or supplemented in writing by the parties hereto. Section 6.05 Waiver of Personal Liability. No member, officer, agent or employee of the Agency shall be individually or personally liable for the payment of the principal of or interest on the 2008 Note and any Parity Notes; but nothing herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law. Section 6.06 Payment on Business Days. Whenever in this Loan Agreement any amount is required to be paid on a day which is not a Business Day, such payment shall be required to be made on the Business Day immediately following such day; provided that interest on such payment shall not accrue from and after such day. Section 6.07 Notices. Any notice, request, complaint, demand or other communication under this Loan Agreement shall be given by first class mail or personal delivery to the party entitled thereto at its address set forth below, or by telecopy or other form of telecommunication, at its number set forth below. Notice shall be effective either (a) upon transmission by telecopy or other form of telecommunication, (b) upon actual receipt after deposit in the United States mail, postage prepaid, or (c) in the case of personal delivery to any person, upon actual receipt. The City and the Agency may, by written notice to the other parties, from time to time modify the address or number to which communications are to be given hereunder. To the City: City of Santa Clarita 23920 Valencia Boulevard Santa Clarita, CA 91355 Attn: Director of Administrative Services/Deputy City Manager To the Agency: Redevelopment Agency of the City of Santa Clarita 23920 Valencia Boulevard Santa Clarita, CA 91355 Attn: Treasurer Section 6.08 Partial Invalidity. If any Section, paragraph, sentence, clause ,or phrase of this Loan Agreement shall for any reason be held illegal, invalid or unenforceable, such holding shall not affect the validity of the remaining portions of this Loan Agreement. The Agency hereby declares that it would have adopted this Loan Agreement and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the Loan irrespective of the fact that any one or more Sections; paragraphs, sentences, clauses, or phrases of this Loan Agreement may be held illegal, invalid or unenforceable. Section 6.09 Article and Section Headings and References. The headings or titles of the several Articles and Sections here of, and any table of contents appended to copies here of, shall be solely for convenience of reference and shall not affect the meaning, construction or effect of this Loan Agreement. All references herein to "Articles," "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Loan Agreement; the words "herein," "hereof," "hereby," "hereunder" and other words of similar import refer to this Loan Agreement as a whole and not to any particular Article, Section or subdivision hereof, and words of the masculine gender shall mean and include words of the feminine and neuter genders. 80173084.2 6 Section 6.10 Execution of Counterparts. This Loan Agreement may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but one and the same instrument. Section 6.11 Governing Law. This Agreement shall be construed and governed in accordance with the laws of the State of California. Section 6.12 Assignment. The City shall not assign its interest in this Loan Agreement without the prior written consent of the Agency. r IN WITNESS WHEREOF, the CITY OF SANTA CLARITA and the CITY OF SANTA CLARITA REDEVELOPMENT AGENCY have caused this Loan Agreement to be signed by their respective officers all as of the day and year first above written. ATTEST: , By City Clerk ATTEST: Secretary 80173084.2 CITY OF SANTA CLARITA :A Mayor CITY OF SANTA CLARITA REDEVELOPMENT AGENCY Executive Director, EXHIBIT A FORM OF 2008 NOTE A-1 80173084.2 EXHIBIT B FORM OF PARITY NOTE PROMISSORY NOTE (CITY) Principal Amount Santa Clarita, California Dated: Maturity Date: A. The REDEVELOPMENT AGENCY OF THE CITY OF SANTA CLARITA (the "Borrower"), and the CITY OF SANTA CLARITA ("Lender"), have entered into that certain Loan Agreement dated as of May 13, 2008 as amended and/or supplemented (the "Agreement'). This Note is made pursuant to, entitled to the benefits of, and referred to as the " Note" in the Agreement. B. Pursuant to the Agreement, Lender has agreed to loan funds to the Borrower for To induce Lender to loan such funds, Borrower has agreed, among other things to execute this Note. NOW, THEREFORE, in consideration of the foregoing, Borrower hereby agrees as follows: 1. Principal. The Borrower promises to pay to the order of the Lender at 23920 Valencia Boulevard, Santa Clarita, California 91355, or at such other place as Lender may from time to time designate in writing or to the assignee of Lender, the principal sum of ($ ) ("Principal"), with interest, as set forth in this Note. Interest. Commencing on the date of this Note first written above, the principal amount of this Note shall bear simple interest calculated on an annual basis at the interest rate of 3. Repayment Terms. a. Borrower shall make payments to the Lender as provided in this Section 3. This Note shall mature on (the "Maturity Date"). All payments of outstanding principal and accrued interest on this Note are due on the Maturity Date. b. In accordance with the Agreement, Borrower shall have the right to make payments on this Note on any date. Any payments received by the Lender pursuant to the terms hereof shall be applied first to sums, other than principal and interest, due the Lender pursuant to this Note, next to the payment of all interest accrued to the date of such payment, and the balance, if any, to the payment of principal. A record of such payments shall be denoted on Appendix A attached hereto. C. Consistent with the proper and orderly implementation of the Redevelopment Plan for the Newhall Redevelopment Project (the "Project Area"), all payments made by Borrower pursuant to this Note shall be made from legally available funds of the Project Area. ME d. Borrower's obligation to make any payment to Lender shall not be construed as a "pledge" of property tax revenue for the purposes of Section 33671.5 of the California Community Redevelopment Law (Health & Safety Code Section 33000 et seq.). e. The indebtedness of the Borrower created by the Agreement and this Note and any future notes under the Agreement shall be subordinate to the Borrower's existing indebtedness and bond issuance(s) and the refunding or refinancing thereof, and any future bonds and all other future indebtedness the Borrower may issue and/or incur. Indebtedness includes any indebtedness incurred by the Borrower for bonds, notes, interim certificates, debentures, certificates of participation, loans, statutory pass-through payments or other obligations issued by the Borrower, other than the Notes incurred under the Agreement. h J Prepayment. Borrower may refinance or prepay the outstanding indebtedness under this Note, in whole or in part, together with any accrued but unpaid intefest and other sums owed to the Lender under this Note, at any time and from time to time, without penalty. Lawful Money. All sums due and owing under this Note are payable in lawful money of the United States of America. Event of Default. a. Upon the failure of Borrower to perform or observe any term or provision of this Note, or upon the occurrence of any event of default under the terms and conditions of the Agreement, then the Lender may exercise its rights or remedies hereunder or thereunder. b. Subject to the provisions of Section 7 and 15 hereof, the occurrence of any of the following shall be deemed to be an event of default ("Event of Default) hereunder: (1) Failure by Borrower to make any payments provided for herein; or (2) Failure by Borrower to perform any covenant or agreement in this Note or the Agreement. Notice of Default. a. Subject to the extensions of time set forth in Section 15, and subject to the further provisions of this Section 7, failure or delay by Borrower to perform any material term or provision of this Note or the Agreement constitutes a default under this Note. Any failures or delays by Lender in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies. Delays by Lender in asserting any of its rights and remedies shall not deprive Lender of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert, or enforce any such rights or remedies. b. Upon any default described in this Section 7, Lender shall deliver written notice to Borrower ("Notice of Default"), which notice shall specify the nature of the default. If the default is not cured within ten (10) days after receipt of the Notice of Default if an obligation -to pay money, or within thirty (30) days after receipt of the Notice of Default i otherwise, or if such default (other than the payment of money) is of a type which is not capable of being cured within thirty (30) days after receipt of the Notice of Default (or if commencement of a cure cannot reasonably begin within thirty (30) days, then within such reasonable period of time as Lender may allow to commence to cure the default) and is not cured promptly in. a continuous and diligent manner within a reasonable period of time after commencement, Lender shall be entitled to exercise any and all rights or remedies which may be available at law or in equity. Any and all rights or remedies available to Lender shall be cumulative, not alternative. c. Any notice of default that is transmitted by electronic facsimile transmission followed by delivery of a "hard" copy shall be deemed delivered upon its transmission; any notice of default that is personally delivered (including by means of professional messenger service, courier service such as United Parcel Service or Federal Express, or by U.S. Postal Service), shall be deemed received on the documented date of receipt by Borrower, or two (2) days after deposit of such notice in the United States mail, postage prepaid, return receipt requested. Any notice to any party shall be addressed to the party as follows: Lender: City of Santa Clarita 23920 Valencia Boulevard Santa Clarita, CA 91355 Attn: Director of Administrative Services/Deputy City Manager Borrower: Redevelopment Agency of the City of Santa Clarita 23920 Valencia Boulevard Santa Clarita, CA 91355 Attn: Treasurer 9. Remedies. Upon the occurrence of an Event of Default, the giving of notice and the expiration of any applicable cure period therefore, Lender may declare all sums evidenced hereby immediately due and payable by delivery to the Borrower of a written declaration of default and demand for payment. 10. Waiver. Borrower hereby waives diligence, presentment, protest and demand, notice of protest, dishonor and nonpayment of this Note, and expressly agrees that, without in any way affecting the liability of Borrower hereunder, Lender may extend any maturity date or the time for payment of any installment due hereunder, accept additional security, release any party liable hereunder and release any security now or hereafter securing this Note. Borrower further waives, to the full extent permitted by law, the right to plead any and all statutes of limitations as a defense to any demand on this Note, or on any deed of trust, security agreement, guaranty or other agreement now or.hereafter securing this Note. 11. Attorneys' Fees. In the event of any dispute, legal proceeding, foreclosure or other enforcement action, reference or arbitration between the parties arising out of or relating to this Note or its breach, the prevailing party shall be entitled to recover from the non -prevailing party all fees, costs and expenses, including but not limited to attorneys' and expert witness fees, incurred in connection with such dispute, legal proceeding, foreclosure or other enforcement action, reference or arbitration, with any counterclaims or cross-complaints, with any appeals, and with any proceeding to establish and recover such costs and expenses, in such amount as the court deems reasonable. HISIN 12. Severability. Every provision in this Note. is intended to be severable. In the event any term or provision hereof is declared by a court of competent jurisdiction to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable. 13. Interest Rate Limitation. It is the intent of the Borrower and Lender in the execution of this Note and all other instruments securing this Note that the loan evidenced hereby be exempt from the restrictions of the usury laws of the State of California. The Lender and Borrower stipulate and agree that none of the terms and provisions contained herein or in any of the loan instruments shall ever be construed to create a contract for the use, forbearance or detention of money requiring payment of interest at a rate in excess of the maximum interest rate permitted to be charged by the laws of the State of California. In such event, if the Lender shall collect monies which are deemed to constitute interest, which would otherwise increase. the effective interest rate on this Note to a rate in excess of such maximum rate shall, at the option of the Lender, be credited to the payment of the sums hereunder or returned to Borrower. 14. Number and Gender. In this Note, the singular shall include the plural and the masculine shall include the feminine and neuter gender, and vice versa, if the context so requires. 15. Enforced Delay. For purposes of any provision of this Note, no party, nor any successors or assign of any party, shall be considered in breach of, or default in, its obligations under this Note as a result of the enforced delay in the performance of such obligations due to causes beyond such party's reasonable control, including, without limitation, failure of governmental agencies to act or to issue necessary permits or licenses, acts of God, acts of the public enemy, acts of the State or Federal governments, acts of any other party (including, but not limited to, delays in performing such other party's obligations pursuant to this Note), fires, floods, epidemics, quarantine restrictions, strikes, labor disputes, freight embargoes, inability to obtain materials or supplies or unusually. severe weather or delays of contractors and subcontractors due to such causes; it being the purpose and intent of this provision that in the event of the occurrence of any such enforced delay, the time or times for performance of the obligations of such party shall 'be extended for the period of the enforced delay. 16. Nonrecourse Obligation. Notwithstanding anything contained to the contrary in this Note, this Note shall be payable by Borrower without personal liability of the Borrower, or any' officer, director, agent, attorney, servant or employee of Borrower, and the Note holder shall have no recourse for such payment with interest except against the Property against which this Note is secured. IN WITNESS WHEREOF, Borrower has executed this Note as of the day and year set forth above. Attest: Secretary REDEVELOPMENT AGENCY OF THE CITY OF SANTA CLARITA 0 Executive Director APPENDIX A PAYMENT RECORD Total Interest Principal I Remaining Remaining Date Payment Amount Paid I Amount Paid I Accrued Interest I Principal TOTAL 1 EXHIBIT C LIST OF PRIOR NOTES C-1 EXHIBIT A 2008 PROMISSORY NOTE (CITY) $17,078,000 Principal Amount 5/2/08 Santa Clarita, California Dated:, 2008 Maturity Date: June 1, 2043 A. The REVELOPMENT AGENCY OF THE CITY OF SANTA CLARITA (the "Borrower"), and the CITY OF SANTA CLARITA ("Lender"), have entered into that certain Loan Agreement dated as of May 13, 2008 ("Agreement"). This Note is made pursuant to, entitled to the benefits of, and referred to as the "2008 Note" in the Agreement. B. Pursuant to the Agreement, Lender has agreed to make a new loan to Borrower and to refinance and consolidate certain outstanding obligations of Borrower, subject to the terms thereof To induce Lender to make such new loan and permit such refinancing and consolidation, Borrower has agreed, among other things to execute this Note. NOW, THEREFORE, in consideration of the foregoing, Borrower hereby agrees as follows: Principal. The Borrower promises to pay to the order of the Lender at 23920 Valencia Boulevard, Santa Clarita, California 91355, or at such other place as Lender may from time to time designate in writing or to the assignee of Lender, the principal sum of Seventeen Million Seventy -Eight Thousand Dollars ($17,078,000) ("Principal"), with interest, as set forth in this Note. 2. Interest. Commencing on the date of this Note first written above, the principal amount of this Note shall bear simple interest calculated on an annual basis at the fixed interest rate of 6.8% per annum. 3. Repayment Terms. a. Borrower shall make payments to the Lender as provided in this Section 3. This Note shall mature on June 1, 2043 (the "Maturity Date'). All payments of outstanding principal and accrued interest on this Note are due on the Maturity Date. b. In accordance with the Agreement, Borrower shall have the right to make payments on this Note on any date. Any payments received by the Lender pursuant to the terms hereof shall be applied first to sums, other than principal and interest, due the Lender pursuant to this Note, next to the payment of all interest accrued to the date of such payment, and the balance, if any, to the payment of principal. A record of such payments shall be denoted on Appendix A attached hereto. C. Consistent with the proper and orderly implementation of the Redevelopment Plan for the Newhall Redevelopment Project (the "Project Area"), all payments made by Borrower pursuant to this Note shall be made from legally available funds of the Project Area. d. Borrower's obligation to make any payment to Lender shall not be construed as a "pledge" of property tax revenue for the purposes of Section . 33671.5 of the California Community Redevelopment Law (Health & Safety Code Section 33000 et seq. ). e. The indebtedness of the Borrower created by the Agreement and this Note and any future notes under the Agreement shall be subordinate to the Borrower's existing indebtedness and bond issuance(s) and the refunding or refinancing thereof, and any future bonds and all other future indebtedness the Borrower may issue and/or incur. Indebtedness includes. any indebtedness incurred by the Borrower for bonds, notes, interim certificates, debentures, certificates of participation, loans, statutory pass- through payments or other obligations issued by the Borrower, other than the Notes incurred under the Agreement. 4. Prepayment. Borrower may refinance or prepay the outstanding indebtedness under this Note, in whole or in part, together with any accrued but unpaid interest and other sums owed to the Lender under this Note, at any time and from time to time, without penalty. 5. Lawful Money. All sums due and owing under this Note are payable in lawful money of the United States of America. 6. Event of Default. a. Upon the failure of Borrower to perform or observe any term or provision of this Note, or upon the occurrence of any event of default under the terms and conditions of the Agreement, then the Lender may exercise its rights or remedies hereunder or thereunder. b. Subject to the provisions of Section 7 and 15 hereof, the occurrence of any of the following shall be deemed to be an event of default ("Event of Default) hereunder: (1) Failure by Borrower to make any payments provided for herein; or (2) Failure by Borrower to perform any covenant or agreement in this Note or the Agreement. 7. Notice of Default. a. Subject to the extensions of time set forth in Section 15, and subject to the further provisions of this Section 7, failure or delay by Borrower to perform any material term or provision of this Note or the Agreement constitutes a default under this M Note. Any failures or delays by Lender in asserting any of its rights and remedies as to any default shall not operate as a waiver of any .default or of any such rights or remedies. Delays by Lender in asserting any of its rights and remedies shall not deprive Lender of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert, or enforce any such rights or remedies. b. Upon any default described in this Section 7, Lender shall deliver written notice to Borrower ("Notice of Default'), which notice shall specify the nature of the default. If the default is not cured within ten (10) days after receipt of the Notice of Default if an obligation to pay money, or within thirty (30) days after receipt of the Notice of Default otherwise, or if such default (other than the payment of money) is of a type which is not capable of being cured within thirty (30) days after receipt of the Notice of Default (or if commencement of a cure cannot reasonably begin within thirty (30) days, then within such reasonable period of time as Lender may allow to commence to cure the default) and is not cured promptly in a continuous and diligent manner within a reasonable period of time after commencement, Lender shall be entitled to exercise any and all rights or remedies which may be available at law or in equity. Any and all rights or remedies available to Lender shall be cumulative, not alternative. C. Any notice of default that is transmitted by electronic facsimile transmission followed by delivery of a "hard" copy shall be deemed delivered upon. its: transmission; any notice of default that is personally delivered (including by means. of professional messenger service, courier service such as United Parcel Service or. Federal Express, or by U.S. Postal Service), shall be deemed received onr the.. documented date of receipt by Borrower, or two (2) days after deposit of such notice in the United States mail, postage prepaid, return receipt requested. Any notice to any party shall be addressed to the party as follows: Lender: City of Santa Clarita 23920 Valencia Boulevard Santa Clarita, CA 91355 Attn: Director of Administrative Services/Deputy City Manager Borrower: Redevelopment Agency of the City of Santa Clarita 23920 Valencia Boulevard Santa Clarita, CA 91355 Attn: Treasurer 9. Remedies. Upon the occurrence of an Event of Default, the giving of notice and the expiration of any applicable cure period therefore, Lender may declare all sums evidenced hereby immediately due and payable by delivery to the Borrower of a written declaration of default and demand for payment. 3 10. Waiver. Borrower hereby waives diligence; presentment, protest and demand, notice of protest, dishonor and nonpayment of this Note, and expressly agrees that, without in any way affecting the liability of Borrower l ereunder, Lender may extend any maturity date or the time for payment of any installment due hereunder, accept additional security, release any party liable hereunder and release any security now or hereafter securing this Note. Borrower further waives, to the full extent permitted by law, the right to plead any and all statutes of limitations as a defense to any demand on this Note, or on any deed of trust, security agreement, guaranty or other agreement now or hereafter securing this Note. 11. Attorneys' Fees. In the event of any dispute, legal proceeding, foreclosure or other enforcement action, reference or arbitration between the parties arising out of or relating to this Note or its breach, the prevailing party shall be entitled to recover from the non - prevailing party all fees, costs and expenses, including but not limited to attorneys' and expert witness fees, incurred in connection with such dispute, legal proceeding, foreclosure or other enforcement action, reference or arbitration, with any counterclaims or cross- complaints, with any appeals, and with any proceeding to establish and recover such costs and expenses, in such amount as the court deems reasonable. 12. Severability. Every provision in this Note is intended to be severable. In the event any term or provision hereof is declared by a court of competent jurisdiction to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable. 13. Interest Rate Limitation. It is the intent of the Borrower and Lender in the executions of this Note and all other instruments securing this Note that the loan evidenced hereby be exempt from the restrictions of the usury laws of the State of California. The Lender and Borrower stipulate and agree that none of the terms and provisions contained herein or in any of the loan instruments shall ever be construed to create a contract for the use, forbearance or detention of money requiring payment of interest at a rate in excess of the maximum interest rate permitted to be charged by the laws of the State of California. In such event, if the Lender shall collect monies which are deemed to constitute interest, which would otherwise increase the effective interest rate on this Note to a rate in excess of such maximum rate shall, at the option of the Lender, be credited to the payment of the sums hereunder or returned to Borrower. 14. Number and Gender. In this Note, the singular shall include the plural and the masculine shall include the feminine and neuter gender, and vice versa, if the context so requires. 15. Enforced Delay. For purposes of any provision of this Note, no party, nor any successors or assign of any party, shall be considered in breach of, or default in, its obligations under this Note as a result of the enforced delay in the performance of such obligations due to causes beyond such party's reasonable control, including, without limitation, failure of governmental agencies to act or to issue necessary permits or licenses, acts of God, acts of El the public enemy, acts of the State or Federal governments, acts of any other party (including, but not limited to, delays in performing such other party's obligations pursuant to this Note), fires, floods, epidemics, quarantine restrictions, strikes, labor disputes, freight embargoes, inability to obtain materials or supplies or unusually severe weather or delays of contractors and subcontractors due to such causes; it being the purpose and intent of this provision that in the event of the occurrence of any such enforced delay, the time or times for performance of the obligations of such party shall be extended for the period of the enforced delay. 16. Nonrecourse Oblitzation. Notwithstanding anything contained to the contrary in this Note, this Note shall be payable by Borrower without personal liability of the Borrower, or any officer, director, agent, attorney, servant or employee of Borrower, and the Note holder shall have no recourse for such payment with interest except against the Property against which this Note is secured. above. Attest: IN WITNESS WHEREOF, Borrower has executed this Note as of the day and year set forth REDEVELOPMENT AGENCY OF THE CITY OF SANTA CLARITA By: Sharon L. Dawson Kenneth R. Pulskamp Secretary Executive Director PAYMENT RECORD Total Interest Principal Remaining Remaining Payment Date Payment Amount Paid Amount Paid Accrued Interest Principal TOTAL