HomeMy WebLinkAboutRES NO 05-8812228'~
COUNCIL RESOLUTION NO. 5-88
RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF BAKERSFIELD APPROVING AND AUTHORIZING
THE EXECUTION OF A FIRST IMPLEMENTATION
AGREEMENT TO THE DISPOSITION AND DEVELOP-
MENT AGREEMENT BETWEEN THE CENTRAL DIS-
TRICT DEVELOPMENT AGENCY OF THE CITY OF
BAKERSFIELD AND BAKERSFIELD CONVENTION
CENTER HOTEL ASSOCIATES, LTD.
WHEREAS, pursuant to the California Community Rede-
velopment Law (Health and Safety Code Section 33000 e__~t ~eq.),
the Central District Development Agency of the City of
Bakersfield (the "Agency") is carrying out the Redevelopment
Plan (the "Redevelopment Plan") for the Downtown Bakersfield
Redevelopment Project (the "Project"); and
WHEREAS, the Agency and Bakersfield Convention Center
Hotel Associates, Ltd. (the "Developer") entered into a
Disposition and Development Agreement (the "DDA"), dated
September 24, 1986, pursuant to which the Agency agreed to
lease to Developer and Developer agreed to lease from the
Agency and develop certain real property with a hotel (the
"Hotel Parcel") and pursuant to which the Agency agreed to
sublease to Developer and Developer agreed to sublease from
the Agency and develop certain other real property with
public improvements (the "Public Improvements Parcel")
located within the boundaries of the Project; and
WHEREAS, the Agency and the Developer now desire to
make certain technical modifications and additions to the
DDA in light of current conditions pursuant to a First Imple-
mentation Agreement to the Disposition and Development
Agreement (the "Agreement"); and
WHEREAS, such modifications and additions do not sub-
stantially change the provisions of the DDA; and
WHEREAS, the City Council approved and authorized the
execution by the Agency of the DDA;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF
BAKERSFIELD DOES HEREBY RESOLVE AS FOLLOWS:
Section 1. The City Council hereby approves and authorizes
execution by the Agency of the First Implementation Agreement to
the Disposition and Development Agreement attached hereto as
Exhibit A and incorporated herein by reference.
I HEREBY CERTIFY that the foregoing Resolution was passed and
adopted by the Council of the City of Bakersfield at a regular
meeting thereof held on 20th day of January
by the following roll call vote:
AYES: COUNC[LM[M[~ERS CHILDf UuMON'3. ,GF,,llIH, [{ATTY FETEF~SON, ,%IcD~qM,~T $;~LVAGGIO
NOES: COUNCILME,,;OESS None
ABSENT. COUNC~LMEM~L!IS None
ABSTAINING: COUNCILMEMBERS N~1'1¢
, 1988,
CITY CLERK and Ex Officio Clerk of the
Council of the City of Bakersfield
APPROVED January 20, 1988
MAYOR of the City of B~kersfield
FIRST IMPLEMENTATION AGREEMENT TO AMENDED AND
RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT
THIS FIRST IMPLEMENTATION AGREEMENT (the "Agreement")
is entered into this day of __ , 1988, by and
between the CENTRAL DISTRICT DEVELOPMENT AGENCY OF THE CITY
OF BAKERSFIELD, a public body, corporate and politic (the
"Agency") and BAKERSFIELD CONVENTION CENTER HOTEL
ASSOCIATES, LTD., a Colorado general partnership
("Developer").
Recitals
A. The Agency, as the Bakersfield Redevelopment
Agency, and the Director have heretofore entered into an
Amended and Restated Disposition and Development Agreement
(the "DDA"), dated September 24, 1986, for the lease of
certain real property (the 'Hotel Parcel") for the
development of a hotel (the 'Hotel") thereon and the
sublease of certain other real property (the 'Public
Improvements Parcel") for the development of a ballroom
and meeting rooms (collectively, the 'Public Improvements")
thereon.
B. The Developer has obtained separate financing for
the construction of the Hotel and the Public Improvements.
Developer has obtained a construction loan for the Hotel
from Mercury Savings and Loan Association ("Mercury") and a
construction loan for the Public Improvements (the "Public
Improvements Loan") in the amount of TWO MILLION DOLLARS
($2,000,000) from American National Bank.
C. As required by the loan agreement with Mercury
(the "Loan Agreement'), the proceeds of the Public
Improvements Loan have been deposited with Mercury (the
"Public Improvements Account") and are to be disbursed by
Mercury to Developer to pay for construction of the Public
Improvements.
D. Pursuant to the DDA, the Agency entered into an
agreement to repay the Developer for the cost of
constructing the Public Improvements (the "Purchase
Agreement") up to a principal amount of TWO MILLION DOLLARS
($2,000,000) plus interest.
E. To assist Developer in obtaining the Public
Improvements Loan from American National Bank, Agency
agreed to allow Developer to assign its rights under the
Purchase Agreement to American National Bank. As a further
inducement to American National Bank to make the Public
Improvements Loan, the Agency agreed that the Agency's
obligation to make the payments under the Purchase
Agreement would not be offset by any default of Developer
under any other agreement between the Developer and Agency.
F. Developer has assigned its rights under the
Purchase Agreement to American National Bank.
G. At the time the DDA was executed, the parties
anticipated that construction of the Public Improvements
would commence shortly after the Public Improvements
Account was established and the site was conveyed to
Developer, in accordance with the time set forth in the
DDA. Although it has been more than nine (9) months since
the site was conveyed to Developer and the Public
Improvements Account was established, construction of the
Public Improvements has not commenced. In addition, the
Agency has begun making its payments under the Purchase
Agreement.
H. In light of current conditions and the further
planning and decisions of the parties, the Agency and the
Developer now desire to clarify how the money in the Public
Improvements Account should be disbursed in the event it or
any portion thereof is not used for the construction of the
Public Improvements.
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Aqreements
NOW, THEREFORE, THE AGENCY AND DEVELOPER AGREE AS
FOLLOWS:
Section 1. The purpose of this Agreement is to
implement the DDA by making certain modifications thereto
in light of current conditions and the further planning and
decisions of the parties. The parties hereby agree that
all the monies in the Public Improvements Account shall be
used first to pay for the construction of the Public
Improvements, and if not so used, to offset the Agency's
obligations under the Purchase Agreement.
Section 2. A new Section 324 of the DDA is hereby
added to read as follows:
"H. [§324] Public Improvements Loan
"The Developer has obtained financing for
the construction of the Public Improvements (the "Public
Improvements Loan") in the principal amount of TWO MILLION
DOLLARS ($2,000,000) from American National Bank. The
proceeds of the Public Improvements Loan have been
deposited with Mercury Savings and Loan Association (the
"Public Improvements Account") and will be disbursed by
Mercury to Developer to pay for the construction of the
Public Improvements. The Public Improvements Account is
being held by Mercury either in a money market savings
account or is bearing interest as though in a money market
savings account.
"In the event the Public Improvements
Account or any portion thereof is not used to pay for the
construction of the Public Improvements, the parties hereto
agree as follows:
"1. Developer agrees that it shall
promptly use its best efforts to cause Mercury to disburse
any and all interest which has accrued in the Public
Improvements Account to the Agency as soon as possible. If
Developer is able to cause interest to be disbursed by
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Mercury to the Agency, such disbursements shall be made
semi-annually on February 15 and August 15 of each year the
Public Improvements Account is maintained and is earning
interest and so long as construction of the Public
Improvements has not commenced. After construction of the
Public Improvements has commenced, any interest earned in
the Public Improvements Account shall remain therein.
Agency intends to use any interest payments it receives to
offset the Agency's obligations to pay under the Purchase
Agreement (Attachment No. 7).
"2. In the event the DDA is terminated
and construction of the Public Improvements has not
commenced (as evidenced by no disbursements having been
made by Mercury to Developer from the Public Improvements
Account), Developer hereby agrees that the Agency is
entitled to receive all the monies in the Public
Improvements Account, including any accrued interest. In
such event, Developer hereby authorizes Mercury to pay
directly to the Agency all monies in the Public
Improvements Account. Developer further agrees to execute
any documents deemed necessary by either Mercury or the
Agency to effectuate such a disbursement to the Agency.
"3. In the event the DDA is terminated
and construction of the Public Improvements has commenced
(as evidenced by a disbursement having been made by Mercury
to Developer from the Public Improvements Account),
Developer agrees that, as between Developer and Agency,
Agency shall be entitled to receive any and all monies from
the Public Improvements Account, including any accrued
interest. Developer hereby authorizes Mercury to pay
directly to the Agency all monies in the Public
Improvements Account which Mercury otherwise would pay to
Developer in such event. Developer further agrees to
execute any documents deemed necessary by either Mercury or
the Agency to effectuate such a disbursement to the Agency.
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'4. The parties agree that the Agency
is entitled to receive any monies remaining in the Public
Improvements Account, including any accrued interest, upon
completion of the Public Improvements. Developer hereby
authorizes Mercury to disburse such remaining funds
directly to the Agency when the Public Improvements have
been completed and Mercury is satisfied that the funds will
not be needed for construction of the Public Improvements.
Developer agrees that it shall execute any documents deemed
necessary by either Mercury or the Agency to effectuate
such a disbursement to the Agency.
'5. Nothing in this Section 324 is
intended to modify, restrict or abridge the rights of
Mercury under the loan agreement for financing the
construction of the improvements on the Hotel Parcel or any
other documents which have been executed by Developer and
required by Mercury in connection with such loan agreement."
Section 3. Promptly upon execution by the parties,
the Agency shall send an executed copy of this Agreement to
Mercury by registered mail, return receipt requested, to
the following address:
Mercury Savings & Loan Association
7812 Edlinger Avenue
Huntington Beach, CA 92647
Attn: William Morris, Executive Vice-President
Copy to: Jerome Zamos, Executive Vice-President
Section 4. Except as modified and amended in this
Agreement, all other provisions of the DDA shall remain in
full force and effect.
Section 5. This Agreement is entered into as of the
day and year first above written, which is the date of
approval for execution by the Agency.
IN WITNESS WHEREOF the parties hereto have caused this
Agreement to be executed and attested by their proper
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officers thereunto duly authorized as of the day and year
first above written.
CENTRAL DISTRICT DEVELOPMENT AGENCY
OF THE CITY OF BAKERSFIELD
Approved as
to form:
By
Executive Director of the
Central District Development
Agency of the
City of Bakersfield
By
General Counsel
Countersigned:
By
Secretary
"AGENCY"
BAKERSFIELD CONVENTION CENTER
HOTEL ASSOCIATES, a Colorado
general partnership,
AIRCOA EQUITY INTERESTS, INC.,
a Colorado general partnership,
General Partner
By
By
-AND-
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BAKERSFIELD HERITAGE HOTEL
ASSOCIATES, LTD., a California
limited partnership,
General Partner
By:
BAKERSFIELD METROPOLITAN
ASSOCIATES, INC., a California
corporation, General Partner
By
'DEVELOPER"
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ACKNOWLEDGEMENTS
Attach Acknowledgements
Of Notaries Public