HomeMy WebLinkAboutFin Amendment to Master Pledge and Assignment; Martinelli House Project; missing signaturesAMENDMENT TO MASTER PLEDGE AND ASSIGNMENT
by and among
SAN RAFAEL REDEVELOPMENT AGENCY,
as the Issuer
and
CITICORP NORTH AMERICA, INC.,
as the Agent
and
CITIBANK, N.A.,
as the Holder
dated as of , 2019
relating to:
$6,000,000
Original Principal Amount
San Rafael Redevelopment Agency
Multifamily Housing Revenue Bonds
(Martinelli House Project)
2007 Series A
Section 1.1.
Section 1.2.
Section 1.3.
AMENDMENT TO MASTER PLEDGE AND ASSIGNMENT
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS AND INTERPRETATION
Definitions..............................................................................................................1
Interpretation..........................................................................................................1
Titlesand Headings................................................................................................ I
ARTICLE II
AMENDMENTS
Section 2.1. Amendment to Article I.........................................................................................2
Section 2.2. Amendments to Article II......................................................................................2
Section 2.3. Amendment to add new Exhibit B, a form of Required Transferee
Representations...................................................................................................... 3
ARTICLE III
MISCELLANEOUS
Section 3.1. Ratification of the Original Master Pledge............................................................3
Section 3.2. Authorization of Amendment................................................................................4
Section3.3. Binding Effect........................................................................................................4
Section3.4. Severability............................................................................................................4
Section3.5. Governing Law......................................................................................................4
Section 3.6. Inclusion as Part of the Master Pledge...................................................................4
Section3.7. Counterparts...........................................................................................................4
AMENDMENT TO MASTER PLEDGE AND ASSIGNMENT
This AMENDMENT TO MASTER PLEDGE AND ASSIGNMENT dated as of , 2019 (this
"Amendment'), by and among CITICORP NORTH AMERICA, INC. (together with any successor to
its rights, duties and obligations hereunder, the "Agent'), CITIBANK, N.A. (together with any successor
to its rights, duties and obligations hereunder, the "Holder"), and SAN RAFAEL REDEVLOPMENT
AGENCY (together with any successor to its rights, duties and obligations hereunder, the "Issuer").
A. Pursuant to the terms of that certain Master Pledge and Assignment dated as of March 1, 2007 (the
"Original Master Pledge"), the Issuer issued its Multifamily Housing Revenue Bonds in the maximum
principal amount of $6,000,000 (the "Bonds").
B. The proceeds of the Bonds were used to fund a loan in the total principal amount of $6,000,000 to
Mercy Housing California XXXI, a California limited partnership (the "Borrower") from the Issuer
pursuant to the Loan Agreement between the Borrower and the Agent, in its capacity as agent for the Issuer
for the purposes described therein.
C. The Holder is now the holder of the Bonds under the Original Master Pledge.
D. The Issuer, the Agent and the Holder have agreed to make certain changes to the Original Master
Pledge.
For and in consideration of the mutual agreements hereinafter contained, the parties hereto agree
as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATION
Section I.I. Definitions. The capitalized words and terms used in this Amendment shall have
the meanings as set forth in the Original Master Pledge, unless the context or use indicates a different
meaning or intent, or unless a different meaning is ascribed to them herein.
Section 1.2. Interpretation. Unless the context clearly requires otherwise, words of masculine
gender shall be construed to include correlative words of the feminine and neuter genders and vice versa,
and words of the singular number shall be construed to included correlative words of the plural number and
vice versa. This Amendment and all the terms and provisions hereof shall be construed to effectuate the
purpose set forth herein and to sustain the validity hereof.
Section 1.3. Titles and Headings. The title and headings of the articles and sections of this
Amendment have been inserted for convenience of reference only and are not to be considered a part hereof
and shall not in any way modify or restrict any of the terms or provisions hereof and shall never be
considered or given any effect in construing this Amendment or any provision hereof or in ascertaining
intent, if any question of intent should arise.
ARTICLE II
AMENDMENTS
Section 2.1. Amendment to Article I. Section 1.1 of the Original Master Pledge is hereby
amended by (a) adding a new definition for "Permitted Transferee":
"Permitted Transferee" means (1) a "qualified institutional buyer" ("QIB") as
defined in Rule 144A promulgated under the Securities Act of 1933, as in effect on the
date hereof (the "Securities Act") that is a financial institution or commercial bank having
capital and surplus of $5,000,000,000 or more, (2) an affiliate of the Holder, (3) a trust or
custodial arrangement established by the Holder or one of its affiliates or any state or local
government or any agency or entity which is a political subdivision of a federal, state or
local government (a "Governmental Entity"), in each case (i) the beneficial interests in
which will be owned only by QIBs or (ii) the beneficial interests in which will be rated in
the "BBB" category or higher without regard to modifier (or the equivalent investment
grade category) by at least one nationally recognized rating agency, or (4) a Governmental
Entity.
(b) adding a new definition for "Minimum Beneficial Ownership Amount":
"Minimum Beneficial Ownership Amount" means an amount no less than fifteen
percent (15%) of the outstanding principal amount of the Bonds.
(c) adding a new definition for "Required Transferee Representations":
"Required Transferee Representations" means the representations in substantially
the form attached to this Pledge and Assignment as Exhibit B.
Section 2.2. Amendments to Article IV. (a) Section 2.8 of the Original Master Pledge is hereby
amended and restated in its entirety as follows:
"The Bonds shall be in fully registered form, registered in the name of the Holder upon
registration books of the Issuer at the office of the Agent, such registration to be noted on
the Bonds, after which no transfer shall be valid unless made in compliance with this
Section 2.8 to a Permitted Transferee.
The Bonds shall be sold, assigned, transferred or otherwise disposed of only in the
Authorized Denomination. Notwithstanding the other provisions of this Section 2.8, no
beneficial ownership interest in the Bonds shall be sold in an amount that is less than the
Minimum Beneficial Ownership Amount; provided, however, that beneficial ownership
interests in the Bonds described in clause (3) of the definition of `Permitted Transferee'
may be sold in any amount without regard to the Minimum Beneficial Ownership Amount.
The Bonds shall be transferable upon said registration books by the Holder in person or by
its attorney duly authorized in writing, upon surrender thereof together with a written
instrument of transfer satisfactory to the Agent, duly executed by the registered Holder or
its duly authorized attorney. Upon such transfer, the Agent will note the date of registration
and the name and address of the newly registered Holder on the books of the Issuer and on
the Bonds. The Issuer and the Agent may deem and treat the person in whose name the
Bond is last registered upon the books of the Issuer, with such registration noted on the
Bond, as the absolute owner thereof for the purpose of receiving payment of or on account
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of the principal, or interest, premium and late payment fees and for all other purposes; all
such payments so made to the registered Holder or upon its order shall be valid and
effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or
sums so paid, and the Issuer shall not be affected by any notice to the contrary.
In connection with any transfer of Bonds or a participation interest in the Bonds, each
Permitted Transferee must execute and deliver to the Holder, with a copy to the Issuer, the
Required Transferee Representations; provided, however, that no Required Transferee
Representations shall be required to be delivered by transferees or beneficial interest
holders described in clauses (3) or (4) of the definition of `Permitted Transferee."'
Section 2.3. Amendment to add new Exhibit B a form of Required Transferee Representations
as follows:
Exhibit B to the Original Master Pledge shall be amended and restated as follows:
EXHIBIT B
FORM OF REQUIRED TRANSFEREE REPRESENTATIONS
i�
The undersigned, as holder (the "Holder") of the Bonds (the "Bonds") in the original amount of
$6,000,000 issued by San Rafael Redevelopment Agency (the "Issuer") originated under a Master Pledge
and Assignment dated as of March 1, 2007 (the "Master Pledge") among the Issuer, the Agent and the
Holder named therein, hereby represents that:
1. The Holder has sufficient knowledge and experience in financial and business matters with
respect to the evaluation of residential real estate developments such as the Project to be able to evaluate
the risk and merits of the investment represented by the Bonds. We are able to bear the economic risks of
such investment.
2. The Holder acknowledges that it has either been supplied with or been given access to
information, including financial statements and other financial information, to which a reasonable investor
would attach significance in making investment decisions, and the Holder has had the opportunity to ask
questions and receive answers from knowledgeable individuals concerning the Issuer, [the Project] [the use
of proceeds of the Loan] and the Loan and the security therefor so that, as a reasonable investor, the Holder
has been able to make its decision to [extend/purchase] the Bonds [or an interest therein]. The Holder
acknowledges that it has not relied upon the Issuer for any information in connection with the Holder's
purchase of the Bonds [or an interest therein].
3. The Holder is a Permitted Transferee.
4. The Holder acknowledges that it is purchasing [an interest in] the Bonds for investment for its
own account and not with a present view toward resale or the distribution thereof, in that it does not now
intend to resell or otherwise dispose of all or any part of its interests in the Loan; provided, however, that
the Holder may sell or transfer the Bonds as provided in Section 2.8 of the Master Pledge.
5. In the event any placement memorandum to be provided to any subsequent buyer or beneficial
owner of such portion of the Bonds will disclose information with respect to the Issuer other than its name,
location and type of political subdivision and general information with respect to the Bonds and the related
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documents, the Holder will provide the Issuer with a draft of such placement memorandum and the Issuer
shall have the right to approve any description of the Issuer therein (which approval shall not be
unreasonably withheld).
6. The Holder understands that the Bonds area limited obligation of the Issuer; payable solely
from funds and moneys pledged and assigned under the Master Pledge, and that the liabilities and
obligations of the Issuer with respect to the Bonds are expressly limited as set forth in the Master Pledge
and related documents.
7. Capitalized terms used herein and not otherwise defined have the meanings given such terms in
the Master Pledge.
ARTICLE III
MISCELLANEOUS
Section 3.1. Ratification of the Original Master Pledge. Except as supplemented and amended
hereby, the Original Master Pledge is in all respects ratified and confirmed and the Original Master Pledge
as so supplemented and amended hereby shall be read, taken and construed as one and the same instrument.
Except insofar as herein otherwise expressly provided, all the provisions, definitions, terms and conditions
of the Original Master Pledge as supplemented and amended hereby, shall be deemed to be incorporated
in, and made a part of, this Amendment, and the Original Master Pledge as supplemented and amended by
this Amendment and as otherwise supplemented and amended is in all respects ratified and confirmed.
Section 3.2. Authorization of Amendment. This Amendment shall be construed as having been
authorized, executed and delivered under the provisions of Section 10.8 of the Original Master Pledge.
Section 3.3. Binding Effect. This Amendment shall inure to the benefit of and shall be binding
upon the Issuer, the Agent and the Holder and their respective successors and assigns.
Section 3.4. Severability. If any provision of this Amendment shall be held or deemed to be or
shall, in fact, be illegal, inoperative or unenforceable, the same shall not affect any other provision or
provisions herein contained or render the same invalid, inoperative, or unenforceable to any extent
whatsoever.
Section 3.5. Governing Law. This Amendment shall be governed exclusively by and construed
in accordance with the internal laws of the State applicable to contracts made and performed in the State.
Section 3.6. Inclusion as Part of the Master Pledge. This Amendment on its delivery shall be a
part of the Master Pledge and all references herein to "Master Pledge" shall include reference to this
Amendment as well as the Original Master Pledge.
Section 3.7. Counterparts. This Amendment may be executed in several counterparts, each of
which shall be an original and all of which shall constitute but one and the same instrument.
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[Signature Page for Martinelli House Project Master Pledge and Assignment Amendment]
IN WITNESS WHEREOF, the parties have executed this Amendment to Master Pledge and
Assignment, all as of the date first above written.
SAN RAFAEL REDEVELOPMENT AGENC' • :::
By:
Authized Signa
CITIBANK, N.A., as Holder
Name:
Title: Vice President
Citi Deal ID #20118
CITICORP NORTH AMERICA, INC., as Agent
By:
Name:
Title: Vice President
[Signature Page for Martinelli House Project Master Pledge and Assignment Amendment]
IN WITNESS WHEREOF, the parties have executed this Amendment to Master Pledge and
Assignment, all as of the date first above written.
SAN RAFAEL REDEVELOPMENT AGENCY • ; • ; • ; • ; • '
B J
Y•
utho ized 0X\ . . . . . . .
CITIBANK, N.A., as Holder
Name:
Title: Vice President
Citi Deal ID #20118
CITICORP NORTH AMERICA, INC., as Agent
By:
Name:
Title: Vice President
[Signature Page for Martinelli House Project Master Pledge and Assignment Amendment]
IN WITNESS WHEREOF, the parties have executed this Amendment to Master Pledge and
Assignment, all as of the date first above written.
SAN RAFAEL REDEVELOPMENT AGENCY : •
By: _
A"Signa
CITIBANK, N.A., as Holder
Name:
Title: Vice President
Citi Deal ID #20118
CITICORP NORTH AMERICA, INC., as Agent
By:
Name:
Title: Vice President
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CONTRACT ROUTING FORM
INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below.
TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER:
Contracting Department: City Attorney
Project Manager: Lisa Goldfien/Nadine Hade
Extension: 3080/3062
Contractor Name: Amendment to Funding Loan Agreement —San Rafael Redevelopment Agency and Citibank, N.A—
Multifamily Housing Revenue Bonds 2007 Series A— Mercy Housing (Martinelli House Project)
Contractor's Contact: Stephen Melikian, Esq., Jones Hall Contact's Email: smelikian@joneshall.com
❑ FPPC: Check if Contractor/Consultant must file Form 700
Step
RESPONSIBLE
DESCRIPTION
COMPLETED
REVIEWER
DEPARTMENT
DATE
Check/Initial
1
Project Manager
a. Email PINS Introductory Notice to Contractor
N/A
b. Email contract (in Word) and attachments to City
9/25/19
Attorney c/o Laraine.Gittens@cityofsanrafael.org
2
City Attorney
a. Review, revise, and comment on draft agreement
11/13/2019
and return to Project Manager
b. Confirm insurance requirements, create Job on
N/A
PINS, send PINS insurance notice to contractor
3
Department Director
Approval of final agreement form to send to
11/18/2019
contractor
Forward three (3) originals of final agreement to
❑
4
Project Manager
contractor for their signature
5
Project Manager
When necessary, contractor -signed agreement
❑ N/A
agendized for City Council approval *
*City Council approval required for Professional Services
Agreements and purchases of goods and services that exceed
Or
$75,000; and for Public Works Contracts that exceed $175,000
12/2/2019
Date of City Council approval
PRINT
CONTINUE ROUTING PROCESS WITH HARD COPY
6
Project Manager
Forward signed original agreements to City
12/3/19
Attorney with printed copy of this routing form
7
City Attorney
Review and approve hard copy of signed
M.
P AA
agreement
8
City Attorney
Review and approve insurance in PINS, and bonds
(
)
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(for Public Works Contracts)
2-11 ,W
6
9
City Manager/ Mayor
Agreement executed by City Council authorized
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/ I
City Clerk
official
10
Attest signatures, retains original agreement and
IZI'! I1
.�/ LN 1
forwards copies to Project Manager
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