HomeMy WebLinkAboutAG RPTS 1995 1115 RDA SPC NOTICE AND CALL OF A
SPECIAL MEETING OF THE REDEVELOPMENT AGENCY
OF THE CITY OF MOORPARK
TO THE MEMBERS OF THE REDEVELOPMENT AGENCY OF THE CITY OF MOORPARK:
NOTICE IS HEREBY GIVEN that a Special Meeting of the Redevelopment Agency of the
City of Moorpark is hereby called to be held on WEDNESDAY, November 15, 1995,
commencing at 6:30 P.M. Said meeting will be held in the Council Chambers
located at 799 Moorpark Avenue, Moorpark, California.
Said Special Meeting shall be for the purpose of the following:
1. CALL TO ORDER:
2. ROLL CALL:
3. ACTION/DISCUSSION:
Consider Consenting to the Agreement to Modify Promissory Note and
Construction Loan Agreement between Mission Bell Partners and Sanwa Bank
California related to the Construction of Mission Bell Plaza Phase II.
Staff Recommendation: Consent to the Agreement modification and authorize
the Chairman to sign the consent form subject to final language approval
of the Executive Director and Agency Counsel.
4. ADJOURNMENT:
Dated: November 14, 1995
f
Lillian E. Hare, Agency Secretary
---------------------------------------------------------------------------------
Speakers who wish to address the Council concerning a Public Hearing or
Discussion/Action item must do so during the Public Hearing or Discussion/Action
portion of the Agenda for that item. Speaker card must be received by the City
Clerk for Discussion/ Action items prior to the beginning of the first item of
the Discussion/Action portion of the Agenda. Speaker Cards for a Public Hearing
must be received prior to the beginning of the Public Hearing. Speaker cards
for a Closed Session item must be received prior to the beginning of Closed
Session. A limitation of three minutes shall be imposed upon each
Discussion/Action item speaker. Copies of each item of business on the agenda
are on file in the office of the City Clerk and are available for public review.
Any questions concerning any agenda item may be directed to the City Clerk/529-
6864.
STATE OF CALIFORNIA )
COUNTY OF VENTURA ) ss
CITY OF MOORPARK )
AFFIDAVIT OF POSTING
SPECIAL MEETING NOTICE
I, Dorothy J. Vandaveer, declare as follows :
That I am the duly appointed Deputy City Clerk of the City
of Moorpark; that a SPECIAL MEETING of the Moorpark
Redevelopment Agency of the City of Moorpark was held on
November 15, 1995 in the Council Chambers of the Community
Center at 6: 30 P.M. and that a copy of said Special Meeting
Notice was posted on November 14, 1995, at a conspicuous
place near the door of the room at which said meeting was
held.
I declare under penalty of perjury that the foregoing is
true and correct.
Executed on December 30, 1995 at Moorpark, California.
Dorothy J, V ' daveer
Deputy Ci y Clerk
affsmt.rda
ITT 11
AGENDA REPORT
MOORPARK REDEVELOPMENT AGENCY
TO: Chairman and Board Member {
V
FROM: Richard Hare, Agency Treas'rer
DATE: November 14, 1995
SUBJECT: Consider Consenting to Agreement to Modify Promissory Note and Construction
Loan Agreement (Agreement)between Sanwa Bank California and Mission Bell
Partners Regarding Construction of Mission Bell Phase II
Overview
Mission Bell Partners and Sanwa Bank California have asked that the Agency execute a Consent
Form (attached as exhibit B to Agreement). The Agreement with the Consent was faxed to the
Agency's Counsel on 11/14/95 for review. Staff is recommending approval of the Consent if in
the opinion of Counsel the form of the Consent does not diminish the Agency's interests or claims
per the Development and Disposition Agreement or the Subordination Agreement related to the
development of the subject property.
Background
The Agency has sold 15.32 acres of commercial property as seven(7) separate parcels to Ventura
Pacific Capital Company and Mission Bell Partners for the development of a retail shopping
center with grocery market, movie theater, restaurant and associated retail shops located
contiguous to and west of Mission Bell Phase I (K-Mart) along Los Angeles Avenue. The sale of
the property was contingent upon the construction of Mission Bell Phase I1 in accordance with a
Development and Disposition Agreement between Mission Bell Partners and the Agency
approved March 22, 1995 and amended on April 21, 1995. The Agency also entered into a
Subordination Agreement (SA)which placed the Agency's claims for payment subordinate to
Sanwa Bank California's claims for repayment of the construction loan.
Recommendation
Staff recommends execution of the Consent agreement by the Chairman upon approval of the
final language by the Executive Director and the Agency's Counsel.
Attachment: Letter from VPC
Agreement w/exhibits MOORPAW QAUPGRINA
REDEVELOPMWAQVW
OF 10
\m\doc\mra\cor�serA.tpt ACTIO
VENTURA PACIFIC CAPITAL COMPANY
VP 340 Rosewood Avenue l Suite D l Camarillo, California 93010 l(805) 987-6921
Mailing Address: P.O.Box 179, Camarillo, California 93011
oft&^Aft
November 9, 1995 City Of Moorpark
Economic Development Dept.
Mr. Steve HXsAgency,���"�J
Redevelopm City of Moorpark
799 Moorpark Avenue
Moorpark, California 93021
Dear Steve:
Enclosed is documentation from Sanwa in regard to their agreement to release all
construction funds for the development of Phase II, Mission Bell Plaza, except for amount
of the loan allocated for the theater plus contingencies. I would appreciate your review and
comments in regard to the enclosed. I need to get this documentation executed so that I
can proceed with development in a timely manner. Thank you.
S}incerily,
brio o} Bello, Jr.
l
c&-- Richard Devericks
fi I e:n ns\sh 110995.mb2
Sanwa Bank
California
AGREEMENT TO MODIFY
PROMISSORY NOTE AND
CONSTRUCTION LOAN AGREEMENT
This Agreement, dated as of November 6, 1995, is entered into by and between
SANWA BANK CALIFORNIA, a California corporation ("Lender") and MISSION BELL
PARTNERS, a California general partnership ('Borrower") with reference to the following
facts:
A. WHEREAS, pursuant to that certain Construction Loan Agreement ("Loan
Agreement ) dated July 5, 1995 entered into between Lender and Borrower, Lender agreed
to make a loan to Borrower in the principal amount of Seven Million Six Hundred
Thousand Dollars ($7,600,000.00) ("Loan"), which Loan was evidenced by a Construction
Loan Promissory Note ("Note") dated July 5, 1995, which Note is secured by a Construction
Deed of Trust, Assignment of Leases and Security Agreement dated July 5, 1995, and
recorded on August 17, 1995, as Instrument No. 95-098492 of Official Records, Ventura
County, California ("Deed of Trust"), which Deed of Trust encumbers certain property
located in said county described in Exhibit "A" hereto ("Property").
B. WHEREAS, all capitalized terms used herein shall have the meanings given to
such terms in the Loan Agreement, unless such terms are specifically defined herein. The
Loan Agreement, Note, Deed of Trust and all other documents executed by either or both of
the parties in connection with the Loan collectively shall be referred to as the "Loan
Documents."
C. WHEREAS, Borrower and Lender previously agreed to modify the restriction on
the disbursement of Loan funds in the Loan Agreement as set forth in Section 4.5 of said
Loan Agreement pursuant to that certain Agreement to Modify Promissory Note and
Construction Loan Agreement dated as of October 26, 1995 (`First Modification").
D. WHEREAS, Borrower and Lender desire to further modify the terms and
conditions concerning the disbursement of Loan funds under the Loan Agreement as set
forth in Sections 4.5 and 4.6 of said Loan Agreement subject to the conditions set forth
below.
E. WHEREAS, excluding those conditions applicable to the disbursement of Loan
funds as shown on the Budget relating to the construction of the theater building (`Theater
Construction Funds") on the theater pad located on the Property (`Theater Parcel"), the
parties have agreed that upon satisfaction of all of the conditions relating to the
construction of the non-theater related portions of the Project and the disbursement of
Loan funds therefor pursuant to Section 4.5 of the Loan Agreement (`Project/Non-Theater
Construction"), Borrower shall be entitled to receive said Loan funds for the Project/Non-
Theater Construction (`Project/Non-Theater Construction Fluids") in the manner set forth
in Article 4 of the Loan Agreement and in the amounts set forth in the Budget. -
Doc: 51106998.LDC
PRINT DATE: 11/08/95
FILE NO.: SANWA.MISSION BELL
F. WHEREAS, the parties have agreed that upon satisfaction of all of the
conditions relating to the development of the Theater Parcel and the disbursement of the
Theater Construction Funds therefor pursuant to Section 4.5 of the Loan Agreement
("Theater Construction"), Borrower shall be entitled to receive said Theater Construction
Funds for the Theater Construction in the manner set forth in Article 4 of the Loan
Agreement and in the amounts set forth in the Budget.
NOW, THEREFORE, in consideration of the foregoing premises and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1. As to the disbursement of the Project/Non-Theater Construction Funds, the Loan
Agreement is hereby amended to provide that:
1.1. Borrower shall receive Project/Non-Theater Construction Funds in the
manner and subject to the procedures set forth in Sections 4.6-4.9 (and all subsections
thereof) of the Loan Agreement, and in the amounts set forth in the Budget, upon the
satisfaction of all of the conditions set forth in Sections 4.5.1 through 4.5.5 of the Loan
Agreement, as such conditions pertain to the Project/Non-Theater Construction
("Project/Non-Theater Construction Conditions").
1.2. Upon satisfaction of the Project/Non-Theater Construction Conditions,
disbursement of the Project/Non-Theater Construction Funds shall not exceed the sum of
Four Million One Hundred Seventy-Five Thousand Dollars ($4,175,000.00). This sum is
calculated as follows: (a) the original Loan amount of Seven Million Six Hundred Thousand
Dollars ($7,600,000.00), less (b) the amount of the Initial Disbursement of One Million One
Hundred Thousand Dollars ($1,100,000.00) (as provided in the First Modification), less (c)
the amount of the Theater Construction Funds totaling Two Million Sixty-Two Thousand
Five Hundred Dollars ($2,062,500.00) (as set forth in the Budget), less (d) the amount of
the developer contingency line item in the Budget totaling Two Hundred Sixty-Two
Thousand Five Hundred Dollars ($262,500.00) ("Developer Contingency Funds").
1.3. Upon satisfaction of the Project/Non-Theater Construction Conditions,
Lender shall have no obligation to disburse Loan funds in excess of the amount of Five
Million Two Hundred Seventy-Five Thousand Dollars ($5,275,000.00), which amount is
equal to the sum of (a) the Project/Non-Theater Construction Funds totaling Four Million
One Hundred Seventy-Five Thousand Dollars ($4,175,000.00) plus (b) the Initial
Disbursement totaling One Million One Hundred Thousand Dollars ($1,100,000.00), unless
and until Borrower shall have satisfied the "Theater Construction Conditions" (as defined
below in Section 2.1). Upon satisfaction of the Project/Non-Theater Construction
Conditions, but prior to the satisfaction of the Theater Construction Conditions, Lender
shall have no obligation to disburse any of the Theater Construction Funds and/or the
Developer Contingency Funds.
2. As to the disbursement of the Theater Construction Funds, the Loan Agreement V
is hereby amended to provide that:
2
2.1. Borrower shall receive the Theater Construction Funds in the manner
and subject to the procedures set forth in Sections 4.6-4.9 (and all subsections thereof) of
the Loan Agreement, and in the amounts set forth in the Budget, upon the satisfaction of
all of the conditions set forth in Sections 4.5.1 through 4.5.5 of the Loan Agreement as such
conditions pertain to the Theater Construction ("Theater Construction Conditions").
2.2. Upon satisfaction of the Theater Construction Conditions, disbursement
of the Theater Construction Funds and all remaining Loan funds shall not exceed the sum
of Two Million Three Hundred Twenty-Five Thousand Dollars ($2,325,000.00). This sum is
calculated as follows: (a) the amount of the Theater Construction Funds totaling Two
Million Sixty-Two Thousand Five Hundred Dollars ($2,062,500.00) (as set forth in the
Budget), plus (b) the amount of the Developer Contingency Funds totaling Two Hundred
Sixty-Two Thousand Five Hundred Dollars ($262,500.00).
3. Borrower warrants, represents and agrees that: (a) Borrower is diligently
working to satisfy all of the Project/Non-Theater Construction Conditions, and all such
conditions shall be satisfied on or before December 1, 1995; and, (b) Borrower is diligently
working to satisfy all of the Theater Construction Conditions, and all such conditions shall
be satisfied on or before February 1, 1996.
4. This Agreement shall become effective only upon the satisfaction of each and all
of the following:
4.1. The deposit by Borrower of cash estimated by Lender to be sufficient to
pay Lender's legal fees and other costs in connection with this Agreement. In the event the
above-described fees and other costs exceed the amount of Borrower's cash deposit,
Borrower shall pay such excess upon demand by Lender. In the event Borrower's deposit
exceeds the amount of the above charges, the excess shall be refunded to Borrower, or, at
Lender's option, shall be credited to the next interest installment clue under the Note.
4.2. Lender's receipt, review and approval of any and all leases for the
Property executed after the date of the recordation of the Deed of Trust which were not
delivered to Lender in connection with the execution of the First Modification.
4.3. Lender's receipt, review and approval of a fully executed consent as to
the terms of this Agreement and the First Amendment from the Redevelopment Agency of
the City of Moorpark, and the form of such consent is attached hereto and incorporated
herein as Exhibit"B."
4.4. Lender's receipt, review and approval of an inspection report from its
inspector concerning the work on the Project performed as of the date of this Agreement.
5. The furnishing of this Agreement and other modification documents shall in no
way be construed as a commitment by Lender to modify any of the terms of the Loan.
Lender shall be under no obligation to process this modification unless all conditions
herein are satisfied and all modification documents are returned to Fender on or before -
November 15,- 1995, and unless this Agreement is actually executed by Lender and
delivered to Borrower.
3
6. This Agreement is intended to and shall do nothing more than set forth the
manner and the amount of certain disbursements of specific Loan funds described in the
Budget. Except as expressly set forth herein, the Loan Agreement, Note and Deed of Trust
remain unmodified and in full force and effect.
IN WITNESS WHEREOF, this Agreement has been executed by Borrower and
Lender as of the date first above written.
LENDER:
SANWA BANK CALIFORNIA, a
California corporation
By:
David Prowse, Vice President
BORROWER:
MISSION BELL PARTNERS, a
California general partnership
By:VENTURA PACIFIC PROPERTIES 1,
INC., a California corporation, general
partner
By:
Neno N. Spondello, Jr., president
By:
Richard Devericks, secretary
[Signatures continued on next page.]
4
By:VENTURA PACIFIC CAPITAL
GROUPS, INC.; a California
corporation, general partner
By:
Neno N. Spondello, Jr., president
By:
Richard Devericks, secretary
CONSENT OF GUARANTORS:
THE UNDERSIGNED GUARANTORS UNDER
THAT CERTAIN CONTINUING GUARANTY
AGREEMENT DATED JULY 5, 1995 HEREBY
CONSENT TO THE ABOVE AMENDMENTS
AND EACH OF THE UNDERSIGNED
GUARANTORS HEREBY REAFFIRM THEIR
GUARANTIES AS SO AMENDED:
NENO N. SPONDELLO, JR.
RICHARD DEVERICKS
5
LEGAL DESCRIPTION
PARCELI
That portion of Parcel B per Lot Line Adjustment No. 95-3, in the City of Moorpark,
County of Ventura, State of California as described in that certain deed recorded April
27, 1995 as Document No. 95-050899 of Official Records, more specifically described as
follows:
Commencing at the southwesterly corner of Lot 1 of Tract No. 4757-1, in the City of
Moorpark, County of Ventura, State of California per map recorded in Book 124, Page
65 of Miscellaneous Records (Maps) in the Office of the County Recorder of said County,
said southwest corner also being the southerly terminus of the westerly boundary of
said Tract No. 4757-1 having a bearing and distance of"N00 003'52"E 896.41' "; thence
westerly along the northerly right of way of Los Angeles Avenue as shown on that
certain Parcel Map filed in Book 21, Page 34 of Parcel Maps in the Office of the County
Recorder of said County, South 90 000'00" West 378.63 feet to an angle point; thence,
North 89°59'46" West 320.88 feet to the southwest corner of said Parcel Map, said
southwest corner also being the True Point of Beginning; thence, Northerly along the
westerly boundary of said Parcel Map.
1st. North 00 003'36" East 185.98 feet; thence,
2nd. North 90 100'00" East 163.36 feet; thence,
3rd. South 00 000'00" West 185.99 feet to an intersection with the northerly right of
way of said Los Angeles Avenue, said intersection hereinafter referred to as Point
"A'; thence westerly along said right of way.
4th North 89°59'46" West 163.55 feet to the True Point of Beginning.
PARCEL2
Beginning at Point "A' hereinbefore described in Parcel l; thence northerly along the
3rd course hereinbefore described in Parcel 1.
1st. North 00 000'00" East 185.99 feet; thence,
2nd. North 90 000'00" East 136.56 feet; thence,
3rd. South 00 000'00" West 186.00 feet to an intersection with the northerly right of
way of said Los Angeles Avenue; thence westerly along said right of way,
4th. North 89 059'46" West 136.56 feet to the point of Beginning.
EXHIBIT "A"
PARCEL 3
Commencing at the southwesterly corner of Lot 1 of Tract No. 4757-1, in the City of
Moorpark, per map recorded in Book 124, Page 65 of Miscellaneous Records (Maps) in
the Office of the County Recorder, County of Ventura, State of California, said
southwest corner also being the southerly terminus of the westerly boundary of said
Tract No. 4757-1 having a bearing and distance of"N00°03'52"E 896.41"'; thence
westerly along the northerly right of way of Los Angeles Avenue as shown on that
certain Parcel Map filed in Book 21, Page 34 of Parcel Maps in the Office of the County
Recorder of said County, West 378.63 feet to the True Point of Beginning, said True
Point of Beginning hereinafter referred to as Point"B"; thence,
1st. North 00 000'00" East 186.00 feet; thence,
2nd. North 90 000'00" East 78.97 feet; thence,
3rd. North 00 000'00" East 167 feet to a point hereinafter referred to as Point "C";
thence continuing along the northerly prolongation of the 3rd course,
4th. North 00°00'00" East 219.09 feet; thence,
5th. South 89 057'16" East 40.13 feet to an intersection with a line which is parallel
and distant, 260.16 feet westerly, measured at right angles from the westerly
boundary of said Tract No. 4757-1; thence northerly along said parallel line,
6th. North 00 003'52" East 294.06 feet; thence,
7th. South 89 058'18" East 260.16 feet to an intersection with the westerly boundary
of said Tract No. 4757-1; thence southerly along said westerly boundary,
8th. South 00 003'52" West 694.98 feet to an intersection with a line which is parallel
and distant, 171.00 feet northerly, measured at right angles from the northerly right
of way of said Los Angeles Avenue; thence westerly along said parallel line,
9th. South 90°00'00" West 337.19 feet to an intersection with a line which is parallel
and distant, 41.63 feet easterly, measured at right angles from the 1st course
hereinbefore described; thence southerly along said parallel line,
10th. South 00 000'00" West 171.00 feet to an intersection with the northerly right of
way of said Los Angeles Avenue, said intersection hereinafter referred to as Point "D";
thence along said right of way,
11th. South 90 000'00" West 41.63 feet to the True Point of Beginning.
EXHIBIT "A"
PARCEL4
Beginning at Point"D" hereinbefore described in Parcel 3; thence along the boundary of
said Parcel 3 the following 2 courses.
1st. North 00°00'00" East 171.00 feet; thence,
2nd. North 90°00'00" East 178.95 feet to an intersection with a line which is parallel
and distant, 178.95 feet easterly, measured at right angles from the 1st course
hereinbefore described; thence southerly along said parallel line,
3rd. South 00°00'00" West 171.00 feet to an intersection with the northerly right of
way line of said Los Angeles Avenue, said intersection hereinafter referred to as
Point"E"; thence along said right of way,
4th. South 90°00'00" West 178.95 feet to the point of beginning.
PARCEL5
Beginning at Point "E", hereinbefore described in Parcel 4; thence along the 3rd course
described in said Parcel 4,
1st. North 00°00'00" East 171.00 feet to an intersection with the 9th course,
hereinbefore described in Parcel 3; thence easterly along said 9th course,
2nd. North 90°00'00" East 158.24 feet to an intersection with the westerly boundary of
said Tract No. 4757-1; thence southerly along said westerly boundary,
3rd. South 00°03'52" West 171.00 feet to an intersection with the northerly right of
way line of said Los Angeles Avenue; thence along said right of way,
4th. South 90°00'00" West 158.05 feet to the point of beginning.
PARCEL6
Beginning at Point "C", hereinbefore described in Parcel 3; thence,
1st. South 90°00'00" West 150.50 feet; thence,
2nd. North 00°03'36" East 171.17 feet; thence,
3rd. North 90°00'00" East 20.03 feet; thence,
EXHIBIT "A"
4th. North 00°03'36" East 68.02 feet to an intersection with the westerly prolongation
of the 5th course hereinbefore described in Parcel 3; thence easterly along said
westerly prolongation,
5th. South 89°57'16" East 130.24 feet to the northerly terminus of the 4th course,
hereinbefore described in Parcel 3; thence southerly along said 4th course,
6th. South 00°00'00" West 219.09 feet to the point of beginning.
TOGETHER WITH an easement for access over and across a strip of land, 20.00 feet
wide, lying westerly and northerly of the following described line.
Beginning at Point "B", hereinbefore described in Parcel 3; thence along the boundary of
said Parcel 3 the following 3 courses,
1st. North 00°00'00" East 186.00 feet; thence,
2nd. North 90°00'00" East 78.97 feet; thence,
3rd. North 00°00'00" East 167.00 feet to the easterly terminus of the 1st course
hereinbefore described in Parcel 6.
PARCEL 7
Beginning at Point "B", hereinbefore described in Parcel 3; thence along the boundary of
said Parcel 3 the following 3 courses,
1st. North 00°00'00" East 186.00 feet; thence
2nd. North 90°00'00" East 78.97 feet; thence,
3rd. North 00°00'00" East 167.00 feet to the easterly terminus of the 1st course
hereinbefore described in Parcel 6; thence along the boundary of said Parcel 6 the
following 5 courses,
4th. South 90°00'00" West 150.50 feet; thence,
5th. North 00°03'36" East 151.17 feet; thence,
6th. North 90°00'00" East 20.03 feet; thence,
7th. North 00°03'36" East 68.02 feet to an intersection with the westerly prolongation
of the 5th course hereinbefore described in Parcel 3; thence easterly along said
westerly prolongation,
EXHIBIT "A"
8th. South 89°57'16" East 170.37 feet to the easterly terminus of the 5th course
hereinbefore described in Parcel 3; thence along the boundary of said Parcel 3 the
following 2 courses,
9th. North 00°03'52" East 294.06 feet; thence,
10th. South 89°58'18" East 260.16 feet to an intersection with the westerly boundary of
said Tract No. 4757-1; thence northerly along said westerly boundary,
11th. North 00°03'52" East 86.43 feet to an intersection with the northerly line of
Parcel B of said Lot Line Adjustment, said intersection also being a point on the
northerly right of way of Lassen Avenue as shown on Parcel Map 3781 per map
filed in Book 38, Page 58 of Parcel Maps in the Office of the County Recorder of
said County; thence westerly along said northerly line,
12th. South 89°33'28" West 699.60 feet to an intersection with the westerly boundary
of said Parcel Map filed in book 21, Page 34 of Parcel Maps, said in intersection
also being a point on the northerly right of way of Lassen Avenue, 56.00 feet
wide, as shown on Tract No. 1240 per map recorded in Book 30, Page 56 of
Miscellaneous Records (Maps) in the Office of the County Recorder of said
County; thence southerly along said westerly boundary,
13th. South 00°03'36' West 761.02 feet to the northerly terminus of the 1st course in
Parcel 1 hereinbefore described; thence along the boundary of Parcel 1 and Parcel
2 hereinbefore described, the following 2 courses,
14th. North 90°00'00" East 299.92 feet; thence,
15th. South 00 000'00" West 186.00 feet to an intersection with the northerly right of
way of said Los Angeles Avenue; thence easterly along said right of way,
16th. South 89 059'46" East 20.77 feet to the point of beginning.
PARCEL8
Remainder of Parcel A of Tract No. 4757-1, in the City of Moorpark, County of Ventura,
State of California, as per map recorded in Book 124, Pages 65 to G7, inclusive, of maps,
in the Office of the County Recorder of said county.
EXCEPT all oil, gas and mineral rights without the right of surface entry within the
upper five hundred (500) feet thereof.
EXHIBIT "A"
CONSENT
The undersigned Agency hereby consents to the modifications of the
disbursement provisions of the Loan Agreement set forth in (a) the Agreement to which
this Consent is attached ("Second Modification"), and (b) the First Modification.
The undersigned hereby acknowledges and agrees that:
(i) It has received, reviewed and approved of the terms of the First
Modification and the Second Modification (collectively "First and Second Modifications");
(ii) Although its consent is not required for the validity of the First and
Second Modifications, by executing this consent the undersigned acknowledges and
agrees that all of the terms of the Subordination Agreement (as defined in Section 1.9 of
the Loan Agreement) and the Assignment of DDA (as defined in Section 1.14 of the Loan
Agreement), including the undersigned's consent to said Assignment of DDA, shall
remain in full force and effect from and after the execution of the First and Second
Modifications; and
(iii) The Note, the Deed of Trust, the Loan Agreement and any of the
other Loan Documents, as modified by the First and Second Modifications, are solely for
the benefit of Lender and Borrower, and the undersigned has no interest in or claim
upon any funds advanced thereunder by virtue of its execution of this consent.
Dated: REDEVELOPMENT AGENCY OF THE CITY
OF MOORPARK
By:
Name:
Its:
EXHIBIT "B"
Sanwa Bank
California
PARTNERSHIP BORROWING AUTHORIZATION
IT IS HEREBY CERTIFIED BY THE UNDERSIGNED:
1. That the undersigned are all of the general partners of MISSION BELL
PARTNERS, a California general partnership ('Borrower").
2. That the undersigned (herein referred to as "said partners") posses the full
power and authority to act in the name and on behalf of Borrower, to:
(a) Obtain credit, with or without security, from Sanwa Bank California,
a California corporation ("Lender") in such sums without limit, and upon such terms as
may seem advisable to said partners;
(b) Execute notes, drafts, guarantees, or applications for letters of credit,
or give agreements of any type as evidence thereof;
(c) Discount with Lender notes, drafts, trade acceptances, contracts, or
other paper at any time owned or held by Borrower;
(d) Execute and deliver to Lender guarantees of the obligations or
liabilities of others, including, without limitation, continuing guarantees, guarantees of
loans and guarantees of completion;
(e) Pledge, assign, mortgage, hypothecate, and/or execute mortgages or
deeds of trust upon or security agreements covering any real, personal or intangible
property of any kind of Borrower, whether now owned or hereafter acquired, as security
for any or all obligations, now or hereafter existing, of Borrower to Lender; and any
moneys or other property of Borrower at any time held by Lender, and direct the
disposition of the proceeds of any obligation of Borrower to Lender; and
(f) Execute and deliver to Lender documents modifying, amending,
renewing, extending or otherwise changing the terms, conditions or provisions of any of
the documents listed above in subsections (a) through (e), inclusive.
3. That all instruments and documents hereinabove referred to shall be in such
form and shall contain such terms and conditions as may be approved by said partners,
such approval to be conclusively evidenced by the execution thereof b3, said partners.
4. That said Lender shall be entitled to act in reliance upon the matters herein
contained without further inquiry of any kind, notwithstanding anything contained in
the Partnership agreement of Borrower or any other agreements or documents.
Doc: 51106999.LDC
PRINT DATE: 11/06/95
FILE NO.: SANWA.MISSION BELL
5. That Borrower has filed and published, if required by law, its fictitious name
certificate, and has duly recorded an appropriate statement or certificate of Partnership
in each county in which Borrower owns any real property, including the county in which
the Lender's security for the subject credit is located, and elsewhere as required by law.
IN WITNESS WHEREOF, this Authorization has been executed by the
undersigned as of November 6, 1995.
VENTURA PACIFIC
PROPERTIES I, INC., a California
corporation, general partner
By:
Neno N. Spondello, Jr., president
By:
Richard Devericks, secretary
VENTURA PACIFIC CAPITAL
GROUPS, INC., a California
corporation, general partner
By:
Neno N. Spondello, Jr., president
By:
Richard Devericks, secretary
2
Sanwa Bank
California
CORPORATE PARTNER BORROWING RESOLUTION
WHEREAS, this corporation has prior to this date entered into a partnership
known as MISSION BELL PARTNERS, a California general partnership ("said entity")
as a general partner thereof; and
WHEREAS, it is to the benefit of this corporation that said entity borrow funds
from SANWA BANK CALIFORNIA ("Lender") in order to enable said entity to pursue
the purposes for which it was formed;
NOW, THEREFORE, IT IS HEREBY RESOLVED that Neno N. Spondello, Jr.,
as president, and Richard Devericks, as secretary, (hereinafter referred to, whether one
or more, as "said officers") of VENTURA PACIFIC PROPERTIES I, INC., a California
corporation, be and said officers hereby are authorized and directed, in the name and on
behalf of this corporation as a general partner of said entity (hereinafter referred to as
"in such capacity"), to borrow such sums of money as said officers deem necessary or
expedient; without limiting the foregoing, said officers are specifically authorized to
execute any and all documents amending and/or modifying any and all documents in
favor of Lender relating to that certain construction loan by Lender to said entity in the
sum of Seven Million Six Hundred Thousand Dollars ($7,600,000.00), which loan is
secured by a deed of trust for the benefit of Lender to such trustee as Lender shall
designate, covering that certain property which is described in said deed of trust.
RESOLVED FURTHER, that said officers in such capacity be and they hereby
are authorized and directed to execute any and all instruments, documents and
agreements, in such form and containing such terms and conditions as said officers shall
negotiate with Lender, and to do all other acts and things necessary or incidental to the
consummation of the loan transaction above mentioned.
RESOLVED FURTHER, that said officers in such capacity be and they hereby
are authorized to extend or renew such loan, in whole or in part, at any time and from
time to time until it is paid in full.
RESOLVED FURTHER that if two or more resolutions of this corporation
authorizing any of the transactions authorized by this resolution are outstanding
concurrently at any time the provisions (including amounts) thereof shall be deemed to
be cumulative.
RESOLVED FURTHER, that any action heretofore taken and any instruments,
documents and agreements heretofore executed by said officers in such capacity in the
consummation of the loan transactions contemplated by this resolution shall be and the
same hereby are ratified, approved and confirmed. y
Doc: 51106100.LDC
PRINT DATE: 11/06/95
FILE NO.: SANWA.MISSION BELL
I, the undersigned, Richard Devericks, hereby certify that I am the duly elected,
qualified and acting Secretary of VENTURA PACIFIC PROPERTIES 1, INC., a
California corporation, that a meeting of the Board of Directors of said corporation was
duly and regularly called and held on , 1995, that at said meeting
a resolution, of which the foregoing is a true and correct copy, Nvas duly and regularly
adopted by the unanimous vote of the directors present, and that said resolution has not
been revoked, suspended or amended in any way but remains in full force and effect.
I further certify that shareholder consent is not required in the event of
hypothecation of a portion of all of the assets of the corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate
seal of said corporation as of November 1995.
By:
Richard Devericks,
secretary
[SEAL]
AUTHORIZED SIGNATURES:
Neno N. Spondello, Jr.,
president
Richard Devericks,
secretary
2
Sanwa Bank
California
CORPORATE PARTNER BORROWING RESOLUTION
WHEREAS, this corporation has prior to this date entered into a partnership
known as MISSION BELL PARTNERS, a California general partnership ("said entity")
as a general partner thereof, and
WHEREAS, it is to the benefit of this corporation that said entity borrow funds
from SANWA BANK CALIFORNIA ("Lender") in order to enable said entity to pursue
the purposes for which it was formed;
NOW, THEREFORE, IT IS HEREBY RESOLVED that Neno N. Spondello, Jr.,
as president, and Richard Devericks, as secretary, (hereinafter referred to, whether one
or more, as "said officers") of VENTURA PACIFIC CAPITAL GROUPS, INC., a
California corporation, be and said officers hereby are authorized and directed, in the
name and on behalf of this corporation as a general partner of said entity (hereinafter
referred to as "in such capacity"), to borrow such sums of money as said officers deem
necessary or expedient; without limiting the foregoing, said officers are specifically
authorized to execute any and all documents amending and/or modifying any and all
documents in favor of Lender relating to that certain construction loan by Lender to said
entity in the sum of Seven Million Six Hundred Thousand Dollars ($7,600,000.00),
which loan is secured by a deed of trust for the benefit of Lender to such trustee as
Lender shall designate, covering that certain property which is described in said deed of
trust.
RESOLVED FURTHER, that said officers in such capacity be and they hereby
are authorized and directed to execute any and all instruments, documents and
agreements, in such form and containing such terms and conditions as said officers shall
negotiate with Lender, and to do all other acts and things necessary or incidental to the
consummation of the loan transaction above mentioned.
RESOLVED FURTHER, that said officers in such capacity- be and they hereby
are authorized to extend or renew such loan, in whole or in part, at any time and from
time to time until it is paid in full.
RESOLVED FURTHER that if two or more resolutions of this corporation
authorizing any of the transactions authorized by this resolution are outstanding
concurrently at any time the provisions (including amounts) thereof shall be deemed to
be cumulative.
RESOLVED FURTHER, that any action heretofore taken and any instruments,
documents and agreements heretofore executed by said officers in such capacity in the
consummation of the loan transactions contemplated by this resolution shall be and the
same hereby are ratified, approved and confirmed.
Doc: 51106101.LDC
PRINT DATE: 11/06/95
FILE No.: SANWA.r4ISSION BELL
I, the undersigned, Richard Devericks, hereby certify that I am the duly elected,
qualified and acting Secretary of VENTURA PACIFIC CAPITAL GROUPS, INC., a
California corporation, that a meeting of the Board of Directors of said corporation was
duly and regularly called and held on , 1995, that at said meeting
a resolution, of which the foregoing is a true and correct copy, was duly and regularly
adopted by the unanimous vote of the directors present, and that said resolution has not
been revoked, suspended or amended in any way but remains in full force and effect.
I further certify that shareholder consent is not required in the event of
hypothecation of a portion of all of the assets of the corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate
seal of said corporation as of November 1995.
By:
Richard Devericks,
secretary
[SEAL]
AUTHORIZED SIGNATURES:
Neno N. Spondello, Jr.,
president
Richard Devericks,
secretary
2