HomeMy WebLinkAboutResolution 2010-116 N.C.S. 06/21/2010Resolution No. 2010-116 N.C.S.
of the City of Petaluma, California
AiJ'I'~IOIZIZING TI-~E EXECi1'TION AND I)EL,IVERY OF FIRST AMENll11VIENTS TO
~VOL,VING CR~DI'~' AGR~EIVIEN~'S WI'I'H BNP PARIBAS AND ZIONS FIRS'I'
NA'I'IONAL BANK; AND I9IRECTING AND AU'THORIZING
CEIZTAIN OTHER AC'TIONS IN CONN~CTION T~IEREWI'~'I~
W~IEREAS, the City and BNP P.aRisAS, acting through its San Francisco Branch
(`BNF") have previously entered into that certain Revolving Credit Agreement dated as of
September 1, 2005 (such Revolving Credit Agreement as amended, modified or supplemented
prior to the date hereof being referred to as the `BNP Agreement "); and,
W~I~REAS, the City and ZION FIRST NATIONAL BANK ("Zions") have previously
entered into that certain Revolving Credit Agreement dated as of September 1, 2005 (such
Revolving Credif Agreement as amended, modified or supplemented prior to the date hereof
being referred to as the "Zions Agreement "); and,
WHE~ZEAS, the BNP Agreement and the Zions Agreement are referred to together as
the "Agreements"; and,
WHEREAS, the total amount outstanding under the Agreements is $24,675,581; and,
WI~E~AS, pursuant to their terms, the Agreements may be amended at any time by a
written amendment thereto, signed by each Bank and the City; and,
WI~EREAS, representatives of the City, BNP and Zions have negotiated changes to the
Agreements providing for: a partial prepayment of the outstanding agreement amounts by the
City, extension of the time for repayment, payment of a loan restructuring fee by the City,
adjustment of the applicable interest rates, and related changes, all as specified in the proposed
amendments attached to and made a part of this resolution.
NOW, T~IEREFORE, BE IT RESOLVED by the Council of the City of Petaluma as
follows:
Section 1. All of the recitals set forth above are true and correct, and this City Council
hereby so finds and determines.
Section 2. The City hereby approves the First Amendments to Revolving Credit
Agreements (the "First Amendments"), in substantially the forms attached hereto and made a
part hereo£ The City Manager is hereby authorized and directed to execute and deliver the First
Amendments on behalf of the City in substantially the form attached hereto.
Section 3. The City Manager and such other City officers, as appropriate, are hereby
authorized and directed, jointly and severally, to do any and all things and to execute and deliver
any and all documents which any of them may deem necessary or desirable in order to
implement the First Amendments, and otherwise to carry out, give effect to and comply with the
Resolution No. 2010-116 N.C.S. Page 1
terms and intent of this Resolution; and all such actions heretofore taken by such officers are
hereby ratified, confirmed and approved.
Section 4. This Resolution shall take effect from and after its adoption and approval.
Under the power and authority conferred upon this Council by the Charter of said City
REFERENCE: I hereby certify the foregoing Resolution was introduced.and adopted by the Approve as o
Council of the City of Petaluma at a Regular meeting on the 2151 day of June, 2010, fo m:
by_the following vote:
City Attorney
AYES: Barrett, Harris, Rabbitt, Renee, Mayor 7'orliatt
NOES: None
ABSENT: Vice Mayor Glass, Healy
ABSTAIN: None
ATTEST:
City Clerk
Resolution No. 2010-116 N.C.S. Page 2
4/12/10
4/13/10
5/14/'10
5/20110
6/2l10
~Y~e~1~~tYf~~T ~~. '~
To
REVOLVING CREDtT ~-GREEMENT
Be~reen
ZgONS F{RST NA-T6~1V,A,L BANFC
and
CIYY OF PETALUMA
Dateci as of June ,^,, 2010
Resolution No. 2010-116 N.C.S. Page 3
AMENDAAERlT NO. 9 T~
REVOLVING CREDIT AGR~EMENT
This I~MENDMENT NO. ~ TO REV~LVING CREDIT AGREEMENT (this "Amendment"),
dated as of June , 2D10 (the "Effective Date of this Amendment"), is entered into by anc~
between the ClTY O~ PETALUMA, a charter city duly organized under the (aws of fhe State of
California (the "City"), and ZIONS FIRST NATI~NAL BANK, a national banking association
organized under the (aws of the United States of America (the "Bank").
RECITALS
A. This Amendment relates to that certain Revolving Credit Agreement, dated as af
September 1, 2p05, between City and Bank (the "Revolving Credit Agreement"}.
B. Bank and City wish to extend the Termination Date of the Loans (as defined in
the Revolving Credit Agreement) and to modify the Revolving Credit Agreement, in each case
as set forth in this Amendment.
AGREEi4~ENT
NOW, THEREFORE, in consideration of the mutual covenan#s and agreements herein
contained, the parties hereto covenant and agree as follaws:
1. Definitions.
{a} Capitalized terms used but not defined in this Amendment have the
meaning given to them in the Revolving Credit Agreement.
(b) The following terms contained in Section 5.1 of the Revolving Credit
Agreement shali be arnended as follows:
(i) The definition of "Termination Date" sha11 be amended in i#s
entirety to read as follows:
"Termination Dafe" means: (1} with respect to the maturity dats of the
Note and the Loans, June 1, 2011; and (2) with respect to the Comrnitment, the
Effective Date of this Amendment.
2. Effective Date of this Aqreement. This First Amendment shal( be effective, and ifs
terrns ir~ full force and effect, from and after the Effective Date af this Amendment.
3. Amount of Loans Outstanding; Partial Prepayment of Loans.
(a) Amaunt of Loans Outstandinq. As of the Effective Date of this
Amendment, the principal amount of the Loans made by the Bank to the City under the
Revolving Credit Agreement which have not been re{~aid by the City, is $9,375,581.
Resolution No. 2010-116 N.C.S. Page 4
(b) Partial Prepaymen#. The City agrees to prepay a portion of the principal
amaunt of the Loans, plus accrued interest on the Loans ta and including June 30, 2010,
on July 1, 2010 in the aggregate amount of $3,799,538, $ of which
represents accrued but unpaid interest in the principal amount af the Loans, and
$ of which represents a partial prepayment af the principal amount of the ~
Loans, thereby reducing the total amount af the Loans outstanding under the Revolving
Credit Agreement after such par~ial prepayment to $
4. Amendments to the Revolvinq Credit Aqreement.
(a} Section 2.1 of the Revolving Credit Agreemenf is amended to add a new
paragraph (d) thereto, which shall read as follows:
(d} Terms Applicable from July 1, 2010 fo the Termination Date. The City
and the Bank agree that #he entire ou#standing principal balance of the Loans on
July 1, 2010 shall bear interest at a rate of interest equal to 4% per annum,
payable semiannualiy on and of each year to and
including the Termination Date, commencing , 2010.
(b) Section 3.1 of the Revolving Credit Agreement is amended ta add a new
paragraph (b) thereto, which shall read as follows;
(b) Loan Extension Fee. In consideration of the Bank's agreement to
extend the Termination Date of the Loans, fhe City shall pay to the Bank a ioan
e~ension fee, payable on July 1, 20'10 equal to one percent (1%) of the unpaid
principal amount of Loans then outstanding.
5. Representations and Warranties. When the City signs this Amendment, the City
represents and warran#s to the Bank that: (a} there is no event which is, or with notice or lapse
of time or both would be, a default under the Revolving Credit Agreement except those events,
if any, that have been disclosed in writing to the Bank or waived in writing by the Bank, (b) the
representations and warranties in the Revolving Credit Agreernent are true as of the date of this
Amendment as if made on the date of this Amendment, (~} this Amendment does not canflict
with any law, agreement, or obligation by which the City is bound, and (d) this Amendment is
within the City's powers, has been duly authorized, and does not conflict with any of the City's
Organizational Documents.
6. ConditiQns. This Amendment will be effective when the Bank receives the
followirig items, in form and content acceptable ta the Bank:
(a} A copy of this Amendment executed by City.
(b) Evidence that the execution, delivery and performance by the City of this
Amendment have been duly autharized.
(c) Payment by the City of all costs, expenses and attorneys' fees (including
allocated costs fo~ in-hause legal services) incurred by the Bank in connection with this
Amendment; provided, that such fees and expenses shall not exceed $5,000.
{d) An opinion of Jones Hall, A Professional Law Corporation, addressed to
the City and the Bank, to the effect that:
Resolution No. 2010-116 N.C.S. Page 5
{1) this Amendment does not adversely affect the legality, validity or
enfarceability af the Revolving Credit Agreement; and
(2} this Amendment does not adversely affect the tax-exempt status
of fhe interest payments made by the City to the Bank under the Revolving Credit
Agreement.
7. Effect of Amendment. Except as pravided in this Amendment, all of the terms
and conditians of the Revolving Credit Agreement remain in full force and effect.
8. Counterparts. This Amendment may be executed in caunterparts, each of which
wh~n so executed must be deemed an original, but all such counterparts together will constitute
but one and the same instrument.
9. F9NAL AGREEMENT. BY SIGNING Tli9S L70CUf~EIVT EACH PAi~t'8'Y
62EPRESENTS AAlD AGREES THAT: (A} fH1S DOCU1NEidT REPRESEfVTS TO-!E FIAEAL
~-GREENIEfVT BETUVEEiV PARTIES 1AlI~H RESP~CT TO THE SUBJECT A~AT'T'ER HEREOF,
(B) THIS DOCUMENT SUPERSEDES AtVY COMM6T~l9fNT LETTER, TERRA SHEET OR
O~HER Vl1R1TTEIV OUTLINE GF TER~AS AND CONDITIOMS RELATING TD THE S11B.9ECT
~AATTER HEREOF, UNLESS SUCH COMAAIT~iiENT ~ETTER, TERM SHEET OR OTH~R
WRITTEFd OUTLIfdE OF TERfVIS AND CONDITIONS EXPRESSLV PROI/IDES TO THE
CON~~IR'V, (C} TFiERE ARE NO l9NWRITTEEd OR,~1L AGREEfNENTS BET!lVEEN THE
PART'iIES, /AND (D) THIS DOCUI~ENT ~AAY ~~T BE CONTRADICTED BY EVIDENCE QF
t11~8Y ~RIOR, CONTEi~6PORANEOUS, OR SUBSEQUlEAlT ORAL AGREEAAENTS OR
UNDERSTANDiNGS ~F THE PART9ES.
[SIGNATURE PAGE IMMEDIATELY FO~LOWSj
Resolution No. 2010-116 N.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the date first above written.
CiTV OF PE7'ALL9MA, as City
By:
Name: John Brown
Title: Ci#y Manager
Z10NS FIRST NATiONAL B,A-N~C, as Bank
By: _
Name:
Title:
Resolution No. 2010-116 N.C.S. Page 7
4I12/10
4t13/i 0
4/14/10
5/14/1 ~
5/20/10
5/26/'10
6/1 /14
~~~~D~~~~ ~OM ~
^ O
REVOLVING CREDIT AGREEI~ENT
Bet~een
BNP PARIBI~S
and
CtTV OF PETALUMA
Lla~ted as of June i, ZO'~ 0
Resolution No. 2010-116N.C.S. Page 8
~-MENDPiAENT NO. 1 TO
R~VOLVfNG CREDIT /~GREEAAENT
This Ai1AEMDMENT PlO. 1 TO REVOLVIfVG CREDIT A-GREEf~iENT (this "Amendment"),
dated as of June _, 2410 (the "Effective Da#e of this Amendment"), is entered into by and
between the CITY OF PETALUMA, a charter city duly organized under the laws of the State of
Caiifarnia (the "City"), and BNP PARIBAS (the "Bank").
RECITALS
A. This Amendment relates to that certain Revo(ving Credit Agreement, dated as of
September 1, 2005, between the City and the Bank, as amended and supplemented from time
to tirne (the "Revolving Credit Agreement").
B. The Bank and the City wish to extend the Termination Date of the Loans (as
each term is defined in the Revolving Credit Agreement} and to modify the Revolving Credit
Agreement, in each case as set forth in this Amendrnent.
AGREENiENT
NOW, THEREFORE, in cansideratian of the mutual covenants and agreements herein
contained, the parties hereto covenant and agree as follows:
1. Definitions. Capitalized terms used but not defined in this Amendment have the
meaning given to them in the Revolving Credit Agreement.
2. Effective Date of this Ame~dment. This First Amendment shall be effecEive, and
its terms in full force and effect, from and after the Effective Date of this Amendment.
3. Amount of Loans Outsfandinq; Partial Prepayment of Loans.
(a) Amount of Loans Outstanding. As of the EffecfiVe Date of this
Amendment, the principal amaunt of the Loans made by the Bank ta the City under the
Revolving Credit Agreement which have not been repaid by the City, is $15,300,000.
(b) Partial Prepayment. The City ,agress to prepay a portion of the principal
amount of the Loans, plus accrued but ur+paid interest on the Loans ta and including
June 3~, 2Q10, on July 1, 2010 in the aggregate amount of $6,200,462, $
of which represents accrued interest on the Loans, and $ of which
represents a prepayment of a po~tion of the principal amount of the Loans, thereby
reducing the total amount of the Loans autstanding under the Revolving Credit
Agreement after such partial prepayment to $
4. Amendments to the Revolvinq Credit Agreement.
(a) AA references in the Revolving Credit Agreement to "BNP Paribas, acting
through its San Francisco Branch" shall be deemed to refer to "BNP Paribas."
Resol~tion No. 2010-116 N.C.S. Page 9
(b) The definition of "Termination Date" appearing in Section 5 of the
Revolving Credit Agreement shal( be amended in i#s entirety to read as follows:
"Terminafion Dafe" means: (1) with respect to the maturity date of the
Note and the Loans, June ~, 2011; and (2} with respect to the Commitment, June
,,,_, 2010.
(c) Section 2.1(c} af the Revolving Credit Agreement is amended in its entirety to
read as follows:
(c) LIBOR Portions. (i) For any date prior to Ju{y 1, 2010, each
LIBOR Portion shall bear interest for each Interest PeriQd selected there#or a# a
rate per annum determined by adding .50% to the Adjusted LIBOR for such
lnterest Period, pravided that if eny LIBOR Portion is not paid when due (whether
by lapse of time, acceleration, or otherwise), or at fhe election of the Bank upon
notice to the City during the existence of any other Event of Default, such Portion
shall bear interest, whether before or after judgment until payment in full thereaf,
thraugh the end of the Interest Period then applicable #hereta at the rate per
annum determined by adding .50% to the interest rate which would otherwise be
applicable thereto, and effective at the end of such Interest Period such LIBOR
Portion shalf eutamatically be converted into and added to the Base Rate Portion
and shall thereafter bear interest at the interest rate applicable to the Base Rate
Portion after default. Interest on each LIBOR Partion shall be due and payable
on the last day of each lnterest Period applicable thereto and, with respect to any
Interest Period applicable to a LIBOR Partian in excess of 3 months, on the date
occurring e~ery 3 months after the date such Interest Period began and at the
end of such Interest Period, and interest after maturity (whether by lapse of time,
acceleration, or otherwise) shall be due and payable upon demand. The City
shall notify the Bank on or before 11:00 a.rn. (San Francisca tirne} on the third
Business Day preceding the end of an Interest Period applicable to a LIBOR
Portion whether such LIBOR Portion is ta continue as a LIBOR Portion, in which
event the City shall notify the Bank of the new Interest Periad selected therefor;
and in the event the City shall fail to so notify the Bank, such LIBOR Portion shall
automatically be converted into and added to the Base Rate Portion es af and on
the last day ofi such lnterest Period.
(ii} For any date to occur on July 1, 2010 and thereafter, each
L160R Portion shall bear interest for each Interest Period seiected therefor at a
rate per annum determined by adding 2.5Q% to fhe Adjusted LlBOR for such
Interest Period, provided that if any LIBOR Portion is not paid when due (whether
by lapse of time, acceleration, or athennrise), or at the election of the Bank upan
notice ta the City during the existence of any other Event af Default, such Portian
shall bear interest, whether before or after judgment until payment in full thereof,
through the end of the Interest Period then applicable thereto at ttte rate per
annum determined by adding 2.50% to the interest rate which would otherwise
be applicable thereto, and effective at the end of such Interest Period such
LIBOR Portion shall automatically be converted into and added ta the Base Rate
Portion and shall thereafter bear interest at the Base Rate plus 2.50%, such
interest to accrue after the occurrence of an Event of Default ta be due and
payable on demand. lnterest on each LIBOR Portion shall be due anci payable
on the last day of each Interest Period applicable thereto and on the Termination
Resolution No. 2010-] 16 N_C.S. Page10
Date, and interest after ma#urity (whether by lapse of time, acceleration, or
otherwise) shall be due and payable upon demand. The City hereby notifies the
Bank that the entire principal balance of the Loans on July 1, 2010 shall
constitute a I..IBOR Portion and shall continue ta be a L16~R Portion to and
including the Termination Date. The City hereby further notifies the Bank that
from July 1, 2010 and thereafter, each lnterest Period applicab(e to the LIBOR
Portion shall be one month.
(d) Section 2.2 of the Revolving Credit Agreement is amended in its entirety to
read as folfows:
Section 2.2. Minimum Amounts.
(a) Prior to July 1, 2010, each LIBOR Portion shall be in an amaunt equal
ta $i 0a,000 or such greater amount which is an integral multiple of $50,400.
(b) From and after July 1, 2010, the LIBOR Portion shall be equal to the
unpaid principal balance o# the Loans on that date.
(e) Section 3.1 of the Revolving Credit Agreement is amended to add a new
paragraph (b) thereto, which shall read as follows:
(b) Loan Extension Fee. In consideration of the Bank's agreement to
extend the Termination Date of the Loans, the City sha11 pay to the Bank on July
1, 2010, a loan extension fee equal to one percent (1 %) of the unpaid principal
amount of Loans then outstanding.
5. Representations and Warranties. When the City signs t}~is Amendment, the City
represents end warrants ta the Bank that: (a} there is no event which is, or with notice or lapse
of time or both would be, a default under the Revolving Credit Agreement except those events,
if any, tha# have been discEosed in writing to the Bank or waived in writing by the Bank, (b) the
representations and warranties in the Revo(ving Credit Agreement are true as of the date of this
Amendment as if made on the date of this Amendment, (c) this Amendment does not conflict
with any law, agreement, or obligation by which the City is bound, and (d) this Amendment is
within the City's powers, has been duly authorized, and does not con#lict with any of the City's
Organizational Documents.
6. Conditions. Thi~ Amendment will be effective when the Bank receives the
following items, in form and content acceptable to the Bank:
la) A copy of this Amendmen# executed by City.
(b} Evidence thai the execut+on, delivery and performance by the City af this
Amendment have been duly autharized.
(c} Payment by the City of all costs, expenses and attorneys' fees (including
allocated costs for in-house legal services} incurred by the Bank in connection with this
Amendment; provided, that such fees and expenses shall not exceed $S,OOa.
7. EfFect of Amendment. Except as provided in this Amendrnent, all of the terms
and conditions of the Revolving Credit Agreement remain in full force and effect.
Resolution No. 2010-116 N.C.S. Page 11
8. Counterparts. This Amendment may be executed in counterparts, each of which
when so executed must be deemed an original, but all such counterparts together will constitute
but on~ and the sarne instrument.
9. FINAL AGREE~ENT. BY SIGNItVG THIS D~CU~ENT EACH PAR'TY
REPRESENTS AND AGREES 'THAT: (A) THfS DOCUNIENT REPRESENTS THE FINAL
,AGREEMENT BETWEEN PARTIES 1~V1TH RESPECT TO THE SUBJECT MATTER HEREOF,
(B) TMPS DOCUtiAENT SUPERSEDES ANY COIIAI~ITl9~ENT LETTEFt, TERf~ SHEET OR
OTHER '1~RETTEM OUTLIAlE OF TE6tMS AND CONDIT90NS RELA-TING TO "~HE SUBJECT
M~-TT~R 6iEREOF, IJNLESS SUCFB CONAN{ITNIENT LETTER, TERM SOiEET OR OTHER
WRI'~TEE~i QUTLINE OF TERftAS AND CQAIDITiQWS EXPRESSLY PR4VIDES TO '~a-tE
CC?NTRARY, (C} 1'HERE ARE NO l9NVilRiTTEN ORAL AGREEflAEiVTS BE~EEN ThlE
PARTI~S, ~4ND (D) TFitS DOCUMENT ~iAY IdOT BE COAIT6~ADICTED BY IEVIDENCE OF
ANY PR1~R, COPITEMPORANEOUS, OR SUBSEQUENY OR/4L AGREEl~EN~S OR
UNDERSTAPdDINGS O~ TFIE PARTIES.
10. GOVERNING LAW. THlS AMENDMENT AND THE RiGHTS AND DUTIES OF
THE PARTlES HERETO SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WlTH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA 4NITHOUT REGARD TU
PRINCIPLES OF CONFLICTS OF LAWS..
[SIGNATURE PAGE IMMEDIATELY FOLLOWS)
Resolution No. 2010-116 N.C.S. Page 12
IN WITNESS WHEREOF, the parties heceto have caused this Amendment to be duly
executed as of the date first above written.
C9TV OF PETALU~iA, as City
Bv:
Name: John Brown
Title: City Manager
BNP P~-RiB~-S, as Bank
By: -
Name:
Title:
By: _
Name:
Title:
Resolution No. 2010-116 N.C.S. Page 13