HomeMy Public PortalAboutC-20-137 - CSCDA Community Improvement Authority Public Benefit Agreement, Essential Housing Revenue Bonds and Subordinate Essential Housing Revenue BondsRECORDING REQUESTED BY
CSCDA Community Improvement Authority
WHEN RECORDED RETURN TO:
Orrick, Herrington & Sutcliffe LLA
405 Howard Street
San Francisco, CA 94105
Attention: Steffi Chan
THIS DOCUMENT IS EXEMPT FROM RECORDING FEES PURSUANT TO SECTION 27383 OF THE
CALIFORNIA GOVERNMENT CODE
PUBLIC BENEFIT AGREEMENT
By and Between
CSCDA COMMUNITY IMPROVEMENT AUTHORITY
and
CITY OF CARSON
Dated as ofDecember 1, 2020
Relating to
CSCDA COMMUNITY IMPROVEMENT AUTHORITY
ESSENTIAL HOUSING REVENUE BONDS,
(RENAISSANCE AT CITY CENTER)
SERIES 2020A
and
CSCDA COMMUNITY IMPROVEMENT AUTHORITY
SUBORDINATE ESSENTIAL HOUSING REVENUE BONDS,
(RENAISSANCE AT CITY CENTER)
SERIES 2020B
41 t167t1QJIDG6�tH�3 61 1
PUBLIC BENEFIT AGREEMENT
This PUBLIC BENEFIT AGREEMENT ("A1?reenrent ") is dated as of December 1, 2020 by
and between the CSCDA COMMUNITY IMPROVEMENT AUTHORITY a joint exercise of
powers agency organized and existing under the laws of the State of California (including its
successors and assigns, "avner") and the CITY OF CARSON, a California municipal corporation
(`4Hast ").
BACKGROUND
WHEREAS, the Owner proposes to issue Bonds (as hereinafter defined) to finance Owner's
acquisition of the certain multifamily rental housing project (the "Proiect") located at 21800 South
Avalon Boulevard, Carson, CA on the real property site described in Exhibit A hereto; and
WHEREAS, the Owner intends to sell the Project at the instigation of the Host or upon the
retirement of all Project Debt (as defined herein) pursuant to this Agreement.
AGREEMENT
In consideration of the mutual covenants herein contained, and such other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged, Owner and Host
mutually agree as follows:
Section 1. Right to Cause Sale. Host shall have the right to cause ("Salmi") the
Owner to sell the Property (as herein defined) upon payment by the purchaser thereof (the
"Purchaser") of the Sale Price (as herein provided) within the Sale Right Term (as herein defined)
and in compliance with and observance of all of the terms and conditions of this Agreement.
Section 2. Definitions. Capitalized terms used in this Agreement shall have the
meanings assigned to them in this Section 2; capitalized terms used in this Agreement and not
defined in this Section 2 or elsewhere herein shall have the meanings assigned to them in the
Indenture (herein defined).
(a) "Bonds" — collectively, (i) the CSCDA Community Improvement Authority
Essential Housing Revenue Bonds, (Renaissance at City Center) Series 2020A (the "Series A
Bonds"), and (ii) the CSCDA Community Improvement Authority Subordinate Essential Housing
Revenue Bonds, (Renaissance at City Center) Series 2020B (the "Series B Bonds"), with such
other series and sub -series designations as may be set forth in the Indenture, originally issued to
finance Owner's acquisition of the Project and related transaction costs.
(b) "Bond Trustee" — Wilmington Trust, National Association, or any successor
trustee under the Indenture.
(c) "Closinf?' — shall have the meaning set forth in Section 8 hereof.
(d) "Conveyance'— that transaction or series of transactions by which Owner shall
transfer, bargain, sell and convey any and all right, title or interest in and to the Property.
0100700161696811 1
4146-02014761 5
(e) "Extraordinary Costs and E.rpenses" — shall have the meaning set forth in the
Indenture.
(0 "Indenture" — the Indenture of Trust between Owner, as issuer, and the Bond
Trustee, as trustee, pursuant to which the Bonds were issued.
(g) "Minimum Sale Price" — means the lowest price at which the Property may be
sold, as described in Section 4(c) hereof.
(h) "Outstanding" — with respect to Bonds, as of any given date, all Bonds which
have been authenticated and delivered by the Trustee under the Indenture, except: (i) Bonds
cancelled at or prior to such date or delivered to or acquired by the Trustee at or prior to such date
for cancellation; (ii) Bonds deemed to be paid in accordance with Article VIII of the Indenture;
and (iii) Bonds in lieu of which other Bonds have been authenticated under the Indenture.
(i) "09vner Indemnified Person" — the Owner and each of its officers, governing
members, directors, officials, employees, attorneys, agents and members.
0) "Proiect Administrator" — Standard Renaissance Administrator LLC and its
successors and assigns.
(k) "Project Debt' — any debt secured by the Project and incurred to finance or
refinance Owner's acquisition of the Project and related transaction costs, including any portion
of the Bonds and any bonds, notes or other indebtedness issued by Owner to improve the Project
or to refund the Bonds in whole or in part.
(1) "Property" — means all of Owner's right, title and interest (which includes fee
simple title to the real property) in and to all property and assets used in or otherwise related to the
operation of the Project including, without limitation, all real property and interests in real
property, all tangible and intangible personal property including furniture, fixtures, equipment,
supplies, intellectual property, licenses, permits, approvals, and contractual rights of any kind or
nature together with the right to own and carry on the business and operations of the Project.
(m) "Reydalory Agreement" — means the Regulatory Agreement and Declaration of
Restrictive Covenants by and between the Owner and the Bond Trustee, relating to the Bonds.
(n) "Sale Price" — purchase price of the Property to be paid by the Purchaser upon
sale of the Property by the Owner pursuant to Host's Sale Right in compliance with Section 4
hereof or sale by the Owner pursuant to Section 5 hereof.
(o) "Sale Right" —means the right of the Host to cause the Owner to sell the Property
pursuant to Section 1 hereof.
(p) "Sale Right Exercise Date"— the date fifteen (15) years from the issuance of the
Bonds.
01 007 00161686911.1
4146-02014761 5
(q) "Sale Right Term "—shall commence on the Sale Right Exercise Date and, if not
exercised, shall terminate at 11:59 p.m. local time on the date that is the earlier of fourteen (14)
years from the Sale Right Exercise Date or the date on which no Project Debt remains Outstanding.
(r) "Transaction Costs" — to the extent not otherwise described herein, any costs or
expenses of any kind or nature associated with or incurred by Owner and Bond Trustee in
connection with the consummation of the Conveyance, regardless of whether such costs and
expenses are customarily borne by the seller or purchaser in any such transaction, including but
not limited to taxes, recording fees and other impositions, Owner's and Bond Trustee's legal and
other professional fees, fees for verification agents, bidding agents, escrow agents, custodians or
trustees, assumption fees, prepayment fees, the cost of the appraisal, brokers' fees and expenses,
surveys, inspections, title commitments, title insurance premiums and other title -related fees, and
all amounts required for indemnification of Authority, Trustee and Project Administrator.
Section 3. Effectiveness: Term and Termination. The Sale Right shall become
effective on the Sale Right Exercise Date and may be exercised during the Sale Right Term. Owner
agrees that it will not enter into any agreement to sell all or any part of the Property during the Sale
Right Term other than as may be required by the Indenture (e.g., in the event of default), without
the specific written request of the Host and delivery of an Opinion of Bond Counsel to the Owner
substantially to the effect that such sale will not, in and of itself, adversely affect the exclusion of
interest on the Bonds from gross income for purposes of federal income taxation.
Section 4. Manner of Exercise.
(a) Host's Notice. To exercise the Sale Right, Host shall provide a notice (an
"Exercise Notice") to Owner (with a copy to the Project Administrator) at any time during the Sale
Right Term.
(b) Owner's Best Efforts to Sell. Unless Host notifies Owner in writing that it is
withdrawing its Exercise Notice within fifteen (15) business days of delivering the Exercise Notice
under Section 4(a) hereof, Owner shall exercise its best efforts in selling and conveying good and
marketable title to the Property within ninety (90) days following receipt of the Exercise Notice,
or as soon as possible thereafter, but only if it can sell at or above the Minimum Sale Price. The
obligation of the Owner to sell and convey the Property shall be on a best effort's basis. The Owner
shall endeavor to sell the Property at a commercially reasonable price, subject to subsection (c) of
this Section, by such means as it shall determine to be suitable for such purpose; provided that
Owner's determination of the manner of sale and Sale Price shall be final and incontestable, and
Owner shall incur no liability to any party as a result of or otherwise in connection with the sale
or failure to sell. Subject to subsection (c), nothing herein shall require or prevent Owner selling
the Property subject to the restrictions set forth in the Regulatory Agreement or similar types of
restrictions established by Owner. The Owner shall direct the Bond Trustee in the foregoing as
and to the extent necessary or appropriate.
(c) Sale Price. The Sale Price shall be at least equal to the sum of the amounts set
forth below (net of any adjustments or prorations of the type described in Section 8(b)) (the
"Minimum Sale Price"):
01007 00161686811 1
4146-02014761,5
i. an amount sufficient to either prepay, redeem in whole or fully defease for
redemption on the earliest call date all Project Debt; plus
ii. any fees or other amounts not identified in clause (i) that may be necessary
to effect the complete release from and discharge of any lien, mortgage or
other encumbrance on the Property; plus
iii. any amounts due to Owner (including the Owner Indemnified Persons, as
provided in the Indenture), the Bond Trustee or any predecessor or
successor, or any other Person under any indenture, loan agreement, bond,
note or other instrument relating to any Project Debt (including, without
limitation, indemnification amounts, Owner's Extraordinary Costs and
Expenses, recurrent and extraordinary fees and expenses, and reimbursable
costs and expenses of any kind or nature); plus
iv. Transaction Costs; minus
V. Any funds held by or for Owner under the Indenture applied to the
retirement of Project Debt. Owner may retain such portion of moneys in the
Extraordinary Expense Fund or similar fund under the Indenture it deems
reasonable as a reserve against future expected costs and expenses of the
type described in subparagraph (iii). Owner's determination of this amount
shall be final and incontestable.
Section 5. Mandatory Conveyance. Upon the retirement of all Project Debt, the Owner
shall use its best efforts to effect a Conveyance within ninety (90) days thereafter, subject to
Section 4(c) hereof. Nothing herein shall require or prevent Owner selling the Property subject to
the restrictions set forth in the Regulatory Agreement or similar types of restrictions established
by Owner.
Section b. Surplus Cash; Surplus Conveyance Proceeds. Upon a Conveyance of the
Property, the Owner shall apply the proceeds of such Conveyance (i) to redeem the Bonds then
Outstanding, (ii) to prepay, redeem in whole or fully defease any other Project Debt, and (iii) to
pay any fees or other amounts listed in Section 4(c)(ii) — (iv). Any proceeds remaining following
the foregoing payments (such remaining amounts hereinafter referred to as "Surulus Convevance
Proceeds") shall be transferred to the Host (12.20% of Surplus Conveyance Proceeds), the County
of Los Angeles (43.30% of Surplus Conveyance Proceeds), the Los Angeles Unified School
District (39.I8% of Surplus Conveyance Proceeds), and the Los Angeles Community College
District (5.32% of Surplus Conveyance Proceeds), up to a maximum amount of foregone property
tax revenue for each local agency, plus interest calculated from the date of foregone property tax
payments at the Local Agency Investment Fund interest rate as determined by Host. After payment
of the foregoing foregone amounts, any remaining Surplus Conveyance Proceeds shall be payable
to Host.
01007 00161686811 1 4
4146-02014761.5
Section 7. Terms of Conveyance.
(a) The Conveyance shall be in the nature of a grant deed to Purchaser in which
Owner shall deliver one or more deeds, bills of sale, or other instruments of transfer without
recourse or warranty of any kind or nature.
(b) The Property will be conveyed to Purchaser in AS IS CONDITION, WITH ALL
FAULTS, and without representations or warranties of any kind or nature as to the condition of
the Property.
(c) There shall be no partial transfer and that, upon consummation of the
Conveyance, Owner shall be fully divested of any and all right, title or interest in and to the
Property.
Section 8. Closing.
(a) The closing of the Conveyance ("Clotting") shall take place, in the case of a
Conveyance pursuant to Section 4 hereof, not later than the ninetieth (90th) calendar day following
the Owner's receipt of the Exercise Notice, or as soon as possible thereafter, and in the case of a
mandatory conveyance pursuant to Section S hereof, not later than the ninetieth (90th) calendar
day following the retirement of all Project Debt, or as soon as possible thereafter.
(b) Prorations. All general and special real property taxes and assessments, and rents
shall be prorated as of the Closing, with Purchaser responsible for all such items to the extent
arising or due at any time following the closing. General real property taxes shall be prorated at
the time of Closing based on the net general real property taxes for the year of Closing.
Section 9. Recording. This Agreement, and any amendment thereto, shall be recorded
with the recorder's office of the County; provided, that upon termination of the term of this
Agreement, Host shall cooperate with Owner to remove any such recorded Agreement or
amendment thereto from title to the Property upon Owner's reasonable request therefor and, in any
event, by no later than thirty (30) days after the expiration of the original term of this Agreement.
In the event that, within said time, Host fails to so cooperate and provide its original signature to
a termination of such recorded Agreement or amendment thereto, then Host hereby irrevocably
constitutes and appoints Owner as Host's true and lawful attorney (and agent -in -fact) only for the
purpose of executing in Host's name any such termination.
Section 10. Subordination. This Agreement shall be subordinate to any claim, pledge or
interest in the Property securing the Bonds or any Project Debt.
Section 11. Assignment. Neither party to this Agreement shall assign its interests,
obligations, rights and/or responsibilities under this Agreement without the prior written consent
of the other party.
Section 12. Limitation on Liability.
(a) The Owner shall not be directly, indirectly, contingently or otherwise liable
for any costs, expenses, losses, damages, claims or actions, of any conceivable kind on any
01007 00161686811.1 5
4146-02014761.5
conceivable theory, under or by reason of or in connection with this Agreement or any sale or
Conveyance or failure or price thereof or application of proceeds thereof, except only as to moneys
available therefor under and in accordance with the Indenture or this Agreement.
(b) The Bonds wil I not be a debt, liability or obligation of Host, but rather solely
indebtedness of the Owner, limited to the Trust Estate pledged and available therefor under the
Indenture. Under no circumstances shall Host be obligated to (i) provide any financing to acquire
or construct the Project or any refinancing of the Project; (ii) approve any application or request
for or take any other action in connection with any planning approval, permit or other action
necessary for the acquisition, construction, rehabilitation or operation of the Project; or (iii) make
any contribution or advance any funds whatsoever to Owner.
(c) No Owner Indemnified Person shall be individually or personally liable for
the payment of any sum hereunder or be subject to any personal liability or accountability by
reason of the execution and delivery of this Agreement, or by any proceedings for the sale or
Conveyance or failure or price thereof, or Host's exercise or waiver of same, or otherwise except
in the case of such Owner Indemnified Person's own willful misconduct.
Section 13. Notices, Governina Law, Binding Effect and Other Miscellaneous
Provisions.
(a) Notices. All notices provided for in this Agreement shall be in writing and
shall be given to Owner or Host at the address set forth below or at such other address as they
individually may specify thereafter by written notice in accordance herewith:
If to Owner or CSCDA Community Improvement Authority
Designated Agent: 1700 North Berkeley, Suite 405
Walnut Creek, CA 94596
Attention: Jon Penkower
Email: ipenkower@cscda.org
With a copy to: Standard Renaissance Administrator LLC
1901 Avenue of the Stars, Suite 395
Los Angeles, CA 90067
Attention: Jeffrey Jaeger and Brad Martinson
If to Host: City of Carson
710 E. Carson Street
Carson, CA 90745
Attention: City Manager
Such notices shall be deemed effective upon actual delivery or upon the date that any such delivery
was attempted, and acceptance thereof was refused, or if mailed, certified return receipt requested,
postage prepaid, properly addressed, three (3) days after posting.
01007 00161686811 1 6
4146-02014761 5
(b) Consents and Approvals. All consents and approvals and waivers required
or asserted hereunder shall be in writing, signed by the party from whom such consent, approval,
waiver or notice is requested.
(c) Non -liability of Host or Owner Officers or Employees. No officer or
employee of the Host shall be personally liable to the Owner, or any successor in interest, in the
event of any default or breach by Host of any obligation of the terms of this Agreement. No officer
or employee of the Owner shall be personally liable to Host, or any successor in interest, in the
event of any default or breach by Owner of any obligation of the terms of this Agreement.
(d) Pronouns. Where appropriate to the context, words of one gender include
all genders, and the singular includes the plural and vice versa.
(e) Amendments. This Agreement may not be modified except in a written
instrument signed by Host and Owner.
(f) Complete Agreement: Benefits. This Agreement together with all schedules
and exhibits attached hereto and made part thereof supersedes all previous agreements,
understandings and representations made by or between the parties hereto. This Agreement shall
inure solely and exclusively to the benefit of the Owner and Host, and no other party shall have
any right, remedy or claim under or by reason of this Agreement.
(g) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without regard to conflicts of law principles.
All claims of whatever character arising out of this Agreement, or under any statute or common
law relating in any way, directly or indirectly, to the subject matter hereof or to the dealings
between Owner and any other party hereto, if and to the extent that such claim potentially could
or actually does involve Owner, shall be filed and maintained in the Superior Court of California,
County of Los Angeles, California. By executing and delivering this Agreement, each party hereto
irrevocably: (i) accepts generally and unconditionally the exclusive jurisdiction and venue of such
court; (ii) waives any defense of forum non-conveniens; and (iii) agrees not to seek removal of
such proceedings to any court or forum other than as specified above. The foregoing shall not be
deemed or construed to constitute a waiver by Owner of any prior notice or procedural
requirements applicable to actions or claims against or involving governmental units and/or
political subdivisions of the State of California that may exist at the time of and in connection with
such matter.
(h) Legal Construction. In case any one or more of the provisions contained in
this Agreement shall for any reason be held by a court of competent jurisdiction to be invalid,
illegal or unenforceable in any respect, such invalid provision shall be deemed severable, and shall
not affect the validity or enforceability of any other provisions of this Agreement, all of which
shall remain fully enforceable.
(i) Term. This Agreement shall terminate upon the Conveyance.
01007 00161686811 1
4116-02014761 5
(j) Captions. The captions used in this Agreement are solely for convenience,
and shall not be deemed to constitute a part of the substance of the Agreement for purpose of its
construction.
(k) Counterparts. This Agreement may be executed in any number of
counterparts and each such counterparts shall for all purposes be deemed to be an original; and all
such counterparts shall further contribute but one and the same Agreement.
[SIGNATURE PAGE TO FOLLOW]
010070016/686811 1 $
4146-0201-4761 5
A
city CL-rk
APPROVED AS TO FORhk
ALESHIRE & ODER, LLP
Jk4 - P -v
Su1u1y saw by Attaraey
[Jig
Signature Page to Public Benefit Agreement
01097.0016UNII g
4146.OW147613
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth
above.
ATTEST:
I,-
Donesia" Gause-Ald a, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
Sunny K. Soltani, City Attorney
[rill
CSCDA COMMUNITY IMPROVEMENT
AUTHORITY
By.
Signature Page to Public Benefit Agreement
01007 0016/686811.1 9
4146-02014761 5
A Notary Public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
State of California )
County of —L o (e'S ) T /
On � e�,v bm-1�4 _ , before me, J O S1 I'4t
i ert name and title Vf the officer)
Notary Public, personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s.) is/eAre.
subscribed to the within instrument and acknowledged to me that-he/she/they executed the same
in-Iiis/her/"r authorized capacity0es), and that by•his/her44& signature(s) on the instrument
the person(-,), or the entity upon behalf of which the person(r) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
JOY 51MARAGO
•-'! Notary Public - California
Los Angeles County 9
Commission # 2260851
My Comm. Expires Oct 1, 2022
01007 00161686811 1 10
4146-020147615
VIA IRTrN-M IU REOF. 1&z- p=mm lbc dis Apeeman as af d= dme si
tet.
c AL COMMMIn MYROVIMFI Y
AUMORHY
CT" OF CARSON
RV
Signature Page to Public Benefit Agreement
A 'CaaEUY"-*E6C W &S Mtdk= U3d� ght [jj� l ttmt
0 3 stm sqpnd dw dmmm=m am mbkk INS ommifi=c NS amudw& =a I= dz
ax%. -t, OT vm5dE4, aftdm damm=mmL
OB Llcfr bcfmc V.
N=:IypumiE pcomaiya;pmrw
sato prmcd to me im dw bmis orsaidacton- c,&id=m to be the pom(s) vLium nm=c(s) jwwc
to Khr wimmn=zm aw mAmMedgmd go mc than bm%he&cy rxv=md dc s=c
in hisliwvWmill =A2miaW capni4fusl amid din sigmmmUmr(s) on the Lastr=ma
lEw PmmuE(sl Of the mfi]3 Wm b&Ar of ulikh dw pmmon(s) ate_ mmabd dw iroTumnc-,
I u=lt5 mdcr PDALTY OF PEFULFRY dw LMIS Of dr SCRIC of California ahm
the foMeloing poagraph is Wx amd emrmz-
9 ',E'%
WrfhT-SS y hand amd orfxid smL F7f".ip
Ig
5igaatunc�-J—,67A�
414&.=01-4761
EXHIBIT A
LEGAL DESCRIPTION OF REAL PROPERTY
The Land referred to herein is situated in the State of California, County of Los Angeles, City of
Carson, and described as follows: