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HomeMy WebLinkAbout2009-12-08 - RESOLUTIONS - RDA PROMISSORY NOTE $2,550,000 (2)RESOLUTION NO. 09-105 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA CLARITA, CALIFORNIA, MAKING A LOAN TO THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA CLARITA, AUTHORIZING AND APPROVING THE EXECUTION OF A, PROMISSORY NOTE IN THE AMOUNT OF $2,550,000 RELATED THERETO WHEREAS, the Redevelopment Agency of the City of Santa Clarita (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, there are sufficient funds in the Developer Fee Fund (San Fernando Road Relinquishment Funds) to make a loan in the amount of $2,550,000 to the Agency; and WHEREAS, the funds will be used for completion of the Newhall Str`eet'scape Phase II; and WHEREAS, the Agency requested the City make a new loan. to the Agency in the principal amount of $2,550,000 (the "Note"), dated as of December. 8, 2009, 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 $2,550,000 to the Agency in accordance with the law and pursuant to the terms and conditions of the Promissory Note by and between the City and the Agency. SECTION 2. The City hereby approves the Loan in substantially the form attached hereto as Exhibit A, together with such revisions, amendments, and completions as shall be approved by the Mayor, the City Manager, the Deputy City Manager, 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, and form and other terms of the Note shall be as provided in the Promissory Note, 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 8th day of December, 2009. AYOR ATTEST: CITY CLE - STATE, OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF SANTA CLARITA ) I, Sharon L. Dawson, MMC, 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 8th day of December, 2009, by the following vote: AYES: NOES: DISQUALIFIED: ABSENT: COUNCILMEMBERS: COUNCILMEMBERS COUNCILMEMBERS: COUNCILMEMBERS 2 McLean, Ferry, Ender, Kellar None Weste None CITY CLEZK C 1 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. 09-105, adopted by the City Council of the City r of Santa Clarita, California on December 8, 2009, which is now on file in my office. Witness my hand and seal of the City of Santa Clarita, California, this day of 20—. Sharon L. Dawson, MMC City Clerk By Susan Caputo, CMC Deputy City Clerk C EXHIBIT A 2009 PROMISSORY NOTE (CITY) $2,550,000 Principal Amount Santa Clarita, California Dated: , 2009 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 December 8, 2009 ("Note"). This Note is made pursuant to, entitled t0 the benefits of, and referred to as the "2009 Note". B. Pursuant to the Note, Lender has agreed to make a new loan to Borrower for certain outstanding obligations of Borrower, subject to the terms thereof. To induce Lender to make such new loan, 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 Two Million Five Hundred -Fifty Thousand Dollars ($2,550,000) (`.`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 an interest rate equivalent to the yield of the average monthly investment portfolio of the City. 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 Note, 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. I 1 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 this Note and any future notes under 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 passthrough payments or other obligations issued by the Borrower, other than this Note. 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, then the Lender may exercise its rights or remedies hereunder. 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. 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 0A perform any material term or provision of this Note 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 receipf of the-Noticeof DefaultotherWise,'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. 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: 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 u 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 liriiitatioris as a defense to any demand -on this Nofe, or on ariy deed o '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 nonprevailing 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 crosscomplaints, 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 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. 9 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, -q arant ne 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 Oblilzation. 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: REDEVELOPMENT AGENCY OF THE CITY OF SANTA CLARITA By: Sharon L. Dawson Kenneth R. Pulskamp Secretary Executive Director 5