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HomeMy WebLinkAbout2011-03-08 - RESOLUTIONS - REPAYMENT RDA 2008 NOTE (4)RESOLUTION NO. RDA 11-2 ' RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA CLARITA AUTHORIZING REPAYMENT OF A PORTION OF ITS 2008 NOTE TO THE CITY OF SANTA CLARITA 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, the City of Santa Clarita (the "City") previously loaned funds to the Agency for administrative purposes and to fund redevelopment projects of the Agency evidenced by a total of thirteen (13) promissory notes in the aggregate principal amount of $10,242,068, and together with accrued interest, with an outstanding aggregate balance due of $11,943,000 as of May 31, 2008 (the "Prior Notes"); and WHEREAS, on May 13, 2008, pursuant to Resolution No. 08-36 the City made a new loan in the principal amount of $5,135,000 to the Agency to fund redevelopment projects of the Agency pursuant to and in accordance with a Loan Agreement dated as of May 13, 2008 (the "Loan Agreement'), pursuant to which Loan Agreement the new loan and the Prior Notes were consolidated into a single note in the principal amount of $17,078,000 (the "2008 Note"), maturing on June 1, 2043 and bearing annual interest at a rate of 6.8%; and WHEREAS, pursuant to Resolution No. RDA 08-4 the Agency approved the consolidation of the Prior Notes and the new loan, executed the 2008 Note, a copy of which is attached hereto as Exhibit A, and received from the City the sum of $5,135,000; and. WHEREAS, pursuant to Section 2.03 of the Loan Agreement, the Agency desires to prepay a portion of the principal of the 2008 Note and to pay interest accrued to date, for a total payment of $7,700,000 to the City. NOW, THEREFORE, THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA CLARITA DOES RESOLVE AS FOLLOWS: SECTION 1. In accordance with the Law and the terms and provisions of the Loan Agreement, the Agency hereby approves prepayment to the City of a portion of the outstanding principal of the 2008 Note and all accrued interest to date, in the total payment amount of $7,700,000, to be funded by accumulated tax increment and other available funds of the Agency. The $7,700,000 payment represents $4,340,071.06 in prepayment of a portion of the outstanding principal of the 2008 Note and $3,359,928.94 payment of all accrued interest on the 2008 Note to ' date. SECTION 2. The Executive Director or Treasurer of the Agency is authorized to execute all necessary documents and to do and cause to be done any and all acts and things necessary or proper in order to effectuate this Resolution and the repayment of a portion of the 2008 Note, including the notation of such payment on the 2008 Note. SECTION 3. This Resolution shall take effect immediately upon its adoption. PASSED, APPROVED AND ADOPTED this 8th day of March, 2011. HJUMV.111 MW— ATTEST: DA STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF SANTA CLARITA ) I, Kevin Tonoian, Acting Secretary of the Redevelopment Agency of the City of Santa Clarita, 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 8th day of March, 2011, by the following vote: AYES: AGENCYMEMBERS: NOES: AGENCY MEMBERS: ABSENT: AGENCY MEMBERS Kellar, Ender, Weste, McLean None Ferry SEC RY ' ' STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF SANTA CLARITA ) CERTIFICATION OF CITY COUNCIL RESOLUTION I, , City Clerk of the City of Santa Clarita, do hereby certify that this is a true and correct copy of the original Resolution No.RDA 11-2 adopted by the City Council of the City of Santa Clarita, California on March 8, 2011, which is now on file in my office. Witness my hand and seal of the City of Santa Clarita, California, this _ day of 2011. I City Clerk BY Deputy City Clerk c EXHIBIT A FORM OF 2008 NOTE A-1 80173084.2 2008 PROMISSORY NOTE (CITY) $17,078,000 Principal Amount Santa Clarita, California Dated: June 1, 2008 Maturity Date: June 1, 2043 A. The REVELOPMENT AGENCY OF THE CITY OF SANTA CLARITA (the "Borrower'D, 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 I, 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'D, 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 seg.). 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 I 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 wake 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 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. f 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. 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 Oblieation. 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: Sharon L. Dawson Secretary REDEVELOPM6.Nf AGENCY OF THE CITY OF SANTA CLARITA By, r Kenneth R. Pulskamp Executive Director