HomeMy WebLinkAbout1981-143 CRA
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12/14/81
12/21/81
COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF SANTA ANA
RESOLUTION NO. 81-143
A RESOLUTION AUTHORIZING THE ISSUANCE OF $750,000
PRINCIPAL AMOUNT OF COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF SANTA ANA
SECURED PROMISSORY NOTE
(205 W. Civic Center)
Adopted December 15, 1981
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ARTICLE I
Section 1.01
Section 1.02
Section 1.03
Section 1.04
ARTICLE II
Section 2.01
Section 2.02
Section 2.03
Section 2.04
Section 2.05
Section 2.06
Section 2.07
TABLE OF CONTENTS
Page
Authorization of Notes; Definitions. . . . . .
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Definitions..................
(a) Act. . . . . . . . . . . . . . . .
(b) Agency.. ............
(c) Agreement.................
(d) Bank. . . . . . . . . . . . . . .
(e) Certificate of the Agency
Written Request of the Agency. . . . . .
(f) Deed of Trust...............
(g) Federal Securities. . . . . . . . . . . .
(h) Financing. . . . . . . . .
(i) Holder, Noteholder . . . . . . . . . . . .
(j) Loan.. . . . . . . . . . . . . . . . . .
(k) N.ote. . . . . . . . . . . . . . . . . . .
(1) Official Determination. . . . . . . . . .
(m) Participating Party. . . . . . . . . . . .
(n) Permitted Investments. . . . . . . . . . .
(0) Project Costs. . . . . . . . . . . . . . .
(p)Project....... ...,...
(q) Promissory Note..............
(r) Purchase Agreement. . . . . . . . . . . .
(s) Revenues. . . . . . . . .
(t) Site.. . . . . . . . . . . . . . . . . .
(u) Supplemental Resolution. . . . . . . . . .
(v) Taxable Date. . . . . . . . . . .
EqualSecurity.................
Findings................
No Limitation. . . . .'. . . . . . . . . . . .
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TheNote....................
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Authorization. ............
Term of Note..................
Prepayment of Note. . . . . . .
Execution of Note. . . . . . . . . . . . . . .
Transfer of Note. . . . . . . . . . . . . . . .
Note Mutilated, Lost, Destroyed or Stolen. . .
NoteRegister.................
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ARTI CLE II I
Section 3.01
Secti on 3.02
ARTICLE IV
Section 4.01
Section 4.02
Section 4.03
Section 4.04
Section 4.05
ARTI CLE V
Section 5.01
Section 5.02
Section 5.03
I Section 5.04
Section 5.05
ARTICLE VI
Section 6.01
Section 6.02
Section 6.03
ARTICLE VII
Section 7.01
Section 7.02
Section 7.03
Section 7.04
. Section 7.05
Section 7.06
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Use of Proceeds of Note. . . . . . . . . . . .
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Application of Proceeds of Sale of N.ote
Hist.orical Rehabilitatiqn Fund. . . . .
Revenues; Note Fund. . . . .
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Pledge of Revenues. ..,...
NoteFund...................
Use and Withdrawal of Revenues. . . . . . . . .
Deposit and Investment of Moneys in Funds. . .
Assignment t.o Noteholder. . . . . . . . . . . .
Covenants of the Agency. . . . . . . .
PunctualPayment................
Against Encumbrances. . . . . . . . . . . . . .
Preservation of Revenues;
Amendment of Agreement, Promiss.ory Note
and Deed of Trust. . . . . . . . . . . . . . .
Compliance with Resolution. . . . . . .
Further Assurances. . . . . . . . . . . . . . .
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Amendment of Resolution. . . . . . . .
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Amendments Permitted. . . . . . . . . .
Effect of Supplemental Resolution. . . . . . .
Endorsement or Replacement .of Note
After Amendments. . . . . . . . . . .
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Events of Default and Remedies of Noteholder. .
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Events of Default and Acceleration
of Maturities.................
Application of Funds Upon Acceleration.
Institution of Legal Proceedings
byBank....................
Effect of Delay or Omission to Pursue Remedy. .
Remedies Cumulative. . . . . . . . . . . . . .
Control of Proceedings. . . . . . . . . . . . .
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ART! CLE V II I
Secti on 8.01
Section 8.02
Section 8.03
Section 8.04
Section 8.05
Section 8.06
Secti on 8.07
Section 8.08
Exhibit A
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Miscellaneous.................
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Benefits of Resolution Limited to Parties. . .
Successor is Deemed Included
in All References to Predecessor. . . . . . . .
Discharge of Resolution. . . . . . . . . . . .
Execution of Documents and
Proof of Ownership by Noteholders . . . . . . .
Waiver of Personal Liability. . . . . . . . . .
Notice and Demands on Agency. . . . . . . . . .
Partiallnvalidity...............
Effective Date of Resolution. . . . . . . . . .
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Secured Promissory Note. . . . . . . . . . . .
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RESOLUTION NO. 81-143
A RESOLUTION OF THE
COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF SANTA ANA AUTHORIZING THE ISSUANCE OF
$750,000 PRINCIPAL AMOUNT OF COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF SANTA ANA
SECURED PROMISSORY NOTE
(205 W. Civic Center)
WHEREAS, the Cornnunity Redevelopment Agency of the City of Santa Ana
(the "Agency") is a redevel.opment agency functioning pursuant t.o Part 1
(cornnencing with Section 33000) of Division 24 of the Health and Safety Code
of the State of California and as such constitutes a local agency within
Section 37602(g) of the Marks Historical Rehabilitation Act of 1976, as
amended (the "Act");
WHEREAS, pursuant to its Resolution No. 81-124, adopted November 2,
1981, the Agency, with the consent of the City of Santa Ana (the "City")
adopted by reference the historical rehabilitation program established by the
City under the Act;
WHEREAS, pursuant to the Act, the Agency has determi ned to issue its
Secured Promissory Note to aid in the financing of the rehabilitati.on of
historical properties located within the historical rehabilitation area
designated by the City in accordance with the procedures described in the Act;
WHEREAS, the Agency has reviewed all proceedings heretofore taken and
has found, as a result of such review; and hereby finds and determines, that
all things, conditions and acts required by law to exist, happen or be
performed precedent to and in connection with the issuance of the Note do
exist, have happened and have been performed in due time, form and manner as
required by law, and the Agency is now duly empowered, pursuant to each and
every requirement of law, to issue the Note in the manner and form pr.ovided in
this Resolution.
BE IT RESOLVED BY THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF
SANTA ANA AS FOLLOWS:
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ARTICLE I
AUTHORIZATION OF NOTES; DEFINITIONS
Section 1.01. Definitions. Unless the context otherwise requires, the
terms deflned in subsectlons (a) through (v), inclusive, .of this Section 1.01
shall, for all purposes of this Resolution, of any Supplemental Resolution and
of any certificate, opinion or other document herein mentioned, have the
meanings ascribed to such terms in subsections (a) through (v).
(a) Act. "Act" means the Marks Hist.orical Rehabilitation Act of
1976, as amended-;being Part 10 (conmencing with Section 37600) of Division 24
of the Health and Safety Code of the State of California.
(b) Agency.
the City of Santa Ana.
(c) Agreement. "Agreement", means that certain agreement, entitled
"Project Agreement", dated as of December 1, 1981, between the Agency and the
respective Participating Party.
"Agency" means the Conmunity Redevelopment Agency of
(d) Bank. "Bank" means Wells Fargo Bank, Nati.onal Ass.ociation,
the original purchaser .of the Note.
(e) Certificate of the Agency, Written Request of the Agency.
"Certificate of the Agency" and "Wntten Request .of the Agency" mean,
respectively, a \\ritten certificate or request signed in the name of the
Agency by the Chairman, Secretary or Executive Director of the Agency or by
such other person as may be designated and authorized to sign for the Agency.
(f) Deeds of Trust. "Deed.of Trust" means the respective deeds .of
trust, from the respective Participating Party to the Bank, executed and
de 1 ivered pursuant to the respect ive Agreement.
(g) Federal Securities. "Federal Securities" means United States
Treasury notes, bonds, bi 11 s or cert ificates of indebtedness or those for
which the faith and credit of the United States are pledged for the payment of
principal and interest; obligations issued by banks for cooperatives, federal
land banks, federal intermediate credit banks, federal home loan banks, the
Federal Home Loan Bank Board, the Tennessee Valley Authority, or obligations,
participations, or other instruments of or issued by, or fully guarante~d as
to principal and interest by, the Federal National Mortgage Association; or
participation certificates evidencing beneficial interests in obligations, or
in the right to receive interest and principal collections therefrom, which
obligations have been subjected by one or more government agencies to a trust
or trusts for which any executive department, agency or instrumentality .of the
United States (or the head there.of) has been named to act as trustee, all as
to and the extent that such securities are eligible for the legal investment
of Agency funds.
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(h) Financing. "Financing" and its variants means the lending of
I11CJneys or any other thing of value for the purpose .of facilitating the
construction of the Project on the Site, including refinancing of outstanding
indebtedness incurred f.or such purposes.
(i) Holder; N.oteholder. "Holder" or "N.oteholder" means any person
who sha 11 be the reg 1 stered owner of the Note.
(j) Loan. "Loan" means the respective loans made by the Agency to
the respective Participating Party for the Financing of the rehabilitation of
the Project on the Site pursuant to the Agreement and evidenced by the
Promissory Note.
(k) Note. "N.ote" means the ColIIDunity Redevelopment Agency of the
City of Santa Ana Secured Promissory Note (205 W. Civic Center), authorized
by, and issued pursuant to, this Resolution.
(1) Official Determination. "Official Determination" means (and
f.or a 11 purposes of this Reso lution sha 11 be deemed to have occurred as of) a
change in the Internal Revenue Code of 1954, as amended, the issuance of a
statutory notice of deficiency, or ruling by the Internal Revenue Service or a
ruling by any court of competent jurisdiction, .or any other occurrence, the
effect of which, in the opinion of nati.onally-recognized bond counsel
acceptable to Agency and Bank, is to make interest payable on this Note
includable in the gross income .of the holder hereof (except to the extent that
such interest is so includable because the holder is a "substantial user" of
any of the Project referenced below .or a "related person" as such terms are
defined in Section 103 of the Internal Revenue Code of 1954, as amended). The
fees and expenses of any such b.ond counsel in connection with such .opini.on
shall be an obligation of Agency payable from the same source and secured in
the same manner as are all .other obligations .evidenced hereby.
(m) Participating Parties. "Participating Party" means Y.M.C.A.
of Orange County, a nonprofit organization.
(n) Permitted Investments. "Permitted Investments" means Federal
Securities or certiflcates of deposit of colIIDercial banks (including the Bank)
with a paid in capital and surplus in excess of $500,000,000.
(0)
Project Costs.
"Project Costs" means, with respect to each
Project,
(i) the amount required to pay the interim construction
loan obtained by the Participating Party for said Project provided that the
Participating Party certifies to the Agency that the proceeds of the interim
construction loan were used by the Participating Party for:
(A) obligations of the Participating Party incurred for
labor ard materials (including reimbursements payable to the Partic~pating
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Party and payments .on contracts in the name of the Participating Party) in
connection with the rehabilitation of the Project;
(B) the cost of contract bonds and of insurance of all
kinds that may be required or necessary during the course of the
rehabilitation of the Project;
(C) all costs, of architectural and engineering
services, including the costs of surveys, estimates, plans and specifications
and preliminary investigations therefor, and for supervising construction, as
well as for the performance of all other duties required by or consequent upon
the proper rehabilitati.on of the Project; .or
(D) any .other c.osts or expenses incurred .on or after
the date upon which the Agency took .official action with respect to the
Project, as determined by the Agency, which are properly chargeable to the
capital account for, and constitute capital expenditures for, the Project .or
with a proper election by the Participating Party or but for such an election
would constitute capital expenditures for the Project.
(ii) all costs and expenses incurred by the Agency in
connection with the determination as to the feasibility or practicability of
undertaking the Project, and in connection with the administration and
supervision of the Project including architect, engineering, survey and
appraisal fees and c.osts; and
(iii) all expenses incurred in connection with the closing of
the Loan and the issuance of the N.ote, including without limitation loan fees,
legal and accounting expenses and fees, costs of title insurance, costs of
printing, and recording and filing fees;
(p) Project. "Pr.oject" means rehabilitation of the properties
located at 205 West Civic Center, which properties are owned by Y.M.C.A. of
Orange County.
(q) Promi ssory Note. "Promi ssory N.ote" means the notes executed
by the respective Participating Party evidencing and securing the repayment of
the respective L.oan pursuant t.o the respective Agreement.
(r) Purchase Agreement. "Purchase Agreement" means that certain
Purchase Agreement dated December IS, 1981, pursuant to the terms of which the
Bank agrees to purchase the Note from the Agency and the Agency agrees to sell
the Note to the Bank.
(s) Revenues. "Revenues" means all rents, receipts, payments and
other income and revenue received by the Agency or the Bank with respect to,
or otherwise derived from, the Financing of the Project, including without
limitation all Loan payments and prepayments thereof and other amount received
from the respective Participating Party pursuant to the Agreement alJd the
Promissory Note, all am.ounts and pr.operties derived from the enf.orcement .of
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the Agency's rights and privileges under the Deed of Trust, assignments of
lessor's interest in leases executed by Participating Party and security
agreements executed by Participating Party, any guarantees of Promissory Note,
all proceeds derived from the insurance policies maintained pursuant to the
Agreement, all funds and accounts created pursuant t.o this Resolution, and all
investment earnings on said funds and accounts.
(t) Sites. "Site" means premises upon which the Project is
located, as more particularly described in the Agreement.
(u) Supplemental Resolution. "Supplemental Resolution" means any
resolution then ln full force and effect which has been duly adopted by the
Agency at a meeting of the thereof duly convened and held, at which a qu.orum
was present and acted thereon, amendatory of or supplemental to this
Resolution; but only if and to the extent that such Supplemental Resolution is
specifically authorized hereunder.
(v) Taxable Date. "Taxable Date" means the date as of which
interest payable on the Note is includable in the gross income of a Noteholder
by reason of an Official Determination.
Section 1.02. Equal Security. In c.onsideration .of the acceptance of
the Note by the Bank and by all who shall hold the same from time to time,
this Resolution shall be deemed to be and shall constitute a contract between
the Agency and the Holder from time to time of the Note, and the covenants and
agreements herein set forth t.o be perf.ormed on behalf of the Agency shall be
for the benefit, security and protection of all Holders of the N.ote with.out
preference, priority or distinction, for any cause whatsoever, except as
expressly provided therein or herein. '
Section 1.03. Findings. Pursuant to Health and Safety Code Section
37629, the Agency hereby fi nds that the Loan to be made from the proceeds .of
the Notes are to be used for historical rehabilitation as defined in the Act,
and the financing of the rehabilitation of the Project is economically
feasible.
Section 1.04. No Limitation. The provisions of this Resolution are not
intended to limit the provisl.ons of the Purchase Agreement, the Pledge
Agreement ,( as referenced in the Purchase Agreement and referred to herein as
the "Pledge Agreement"), the Agreement or the C.oll atera 1 Assignment (as
referenced in the Agreement and referenced to herein as the "Collateral
Assignment"), each of which documents is th'is day being approved by the Agency.
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ART! CLE II
THE NOTE
Section 2.01. Authorization. A N.ote in the aggregate principal amount
of Seven Hundred Thousand Dollars ($75D,OOO) is hereby authorized to be issued
by the Agency under and subject to the terms of this Resolution and the Act.
This Resolution constitutes a continuing agreement with the Holder of the Note
to secure the full and final payment of principal of and premium, if any, and
the interest, fees and other charges on the Note subject to the covenants,
agreements, provisions and conditions herein contained. The purpose for which
the Note shall be issued is to provide funds to make the Loan to the
Participating Party for the purp.ose of Financing of the Project pursuant to
the Agreement. The Note shall be designated the "Community Redevelopment
Agency of the Agency .of Santa Ana Secured Promissory Note (205 W. Civic
Center)."
Secti on 2.02. Terms of the Note. The Note shall be dated as of
December 1, 1981, and shall be lSSUed as a single fully registered Note,
without coupons, substantially in the form set forth on Exhibit A attached
hereto and by this reference incorporated herein. The Note shall be sold and
delivered t.o the Bank in accordance with the Purchase Agreement.
The Note shall mature and become payable on December 1, 1991, and shall
bear interest on the unpaid principal balance hereof from the date hereof
until due, at a rate ("Basic Rate") per annum one-half percent greater than
sixty-five hundredths (.65) times the Base Rate (.5%) (as hereinafter defined
and determined). "Base Rent" shall mean that rate of interest charged by Bank
on comnercial real estate loans, interest on which is subject to federal
income taxation, on properties similar in use to those described in the
Project Agreement referenced below. The Base Rate for the period from
December 1, 1981 to December 1, 1986 shall be determined as of December 1,
1981 and the Base Rate from and after December 1, 1986 shall be determi ned as
of December 1, 1986. Interest only shall be due and payable on the first day
of each ca lendar month conmenc i ng January 1, 1982 and cont i nui ng through
December 1, 1982. Thereafter, installments .of principal and interest shall be
due and payable on the first day of each calendar month convnencing January 1,
1983 and continuing through December 1, 1991, whereupon the entire principal
balance of this Note, t.ogether with interest thereon, shall be due and
payable. Installment of principal and interest due from January 1, 1983 to
DecellÍJer 1, 1991 shall be in equal amounts sufficient, after the payment of
accrued interest to amortize the original principal amount of this Note in 360
equal monthly installments; provided that the amount of such installments
shall be subject to adjustment, as necessary, on December 1, 1986 to reflect
any change in the Base Rate. Bank shall determine the initial amount of such
installments and give Agency notice thereof between December 1, 1982 and
December 20, 1982. Bank shall determine the amount of such installments for
the period commencing December 1, 1986 and shall give Agency notice thereof
between December 1, 1986 and December 20, 1986.
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N.otwithstanding the foregoing, if interest on this Note bec.omes subject
to federal inc.ome taxation pursuant to an Official determination (as
hereinafter defined): (a) the rate of interest .otherwise in effect on this
Note shall be increased to a rate ("Adjusted Basic Rate") per annum equal to
one-half percent (.5%) above the Base Rate, determined as above provided; and
(b) Agency shall forthwith pay t.o Bank, .or its registered assigns, for the
period from the Taxable Date (as hereinafter defined) to the effective date of
the adjustment reuqired by the foregoing sentence an amount equal to the
product of (i) the .outstanding principal amount of this Note from time to time
during such period and (ii) the difference between the Adjusted Basic Rate and
the Basi cRate duri ng such peri od. If JI1()re than one person has been the
Holder of this Note during such period, such amounts shall be allocated among
such H.olders in accordance with the number of days furing which this Note was
held by each such Holder during such period. Any H.older of this Note may
protest or contest any Official Determination. If an Official Determinati.on
is protested or contested, interest shall continue to be payable at the
Adjusted Basic Rate while such protest or contest is pending. If such pr.otest
or contest is successful, the H.older hereof shall apply all interest collected
at a rate in excess of the Basic Rate in reduction of the principal hereof or
any other amounts owi ng hereunder, or if such princ ipa 1 and all such other
amounts have been paid in full, such excess shall be refunded to Agency.
Without in any way limiting the survival of any other provision of this Note,
Agency hereby expressly agrees that the obligations imposed upon it by this
paragraph shall survive payment and discharge of this Note for a period of
five years.
Any principal or interest on the Note not paid when due shall thereafter
bear interest at a rate equal. to five percent (5%) per annum in excess of the
rate otherwise in effect on the Note. In addition to such interest, the
Agency shall pay upon demand a reasonble rate, fee or collection charge not
exceeding four percent (4%) of such principal amount.
All principal, interest and other amounts payable on the Note shall be
payable in lawful money of the United States of America at the principal
office of the Bank in Santa Ana, California, or at such address as any
subsequent H.older of the Note shall file with the Agency.
S.o long as the Note is not in default, each installment of principal and
interest when paid shall be applied by the Noteholder first to the payment of .
interest accrued on the Notes, and the balance thereof to the payment of
principal. When any default hereunder has occurred and is continuing, the
Noteholder may apply payments, in its election, to principal or interest.
Section 2.03. Prepayment of Note. This Note may be prepaid in full or
in part, without prepayment pena lty or premium, on any installment due date
upon thirty (30) days' prior written notice to the Holder of this Note. The
Note shall be prepaid concurrently with and to the extent of any prepayment on
any Participant Note (as defined in the Project Agreement referenced below).
Each prepayment shall be applied t.o principal but Agency shall continue. to pay
installments in the amounts and at the times required in this Note until
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principal and interest on this N.ote are paid in full. This Note shall also be
prepai d if and to the extent that any event sha 11 .occur which makes it
reasonably certain that any portion of the principal amount of the
indebtedness evidenced hereby will not be used to make one or more of the Loan
contemplated by the Agreement. Without 1imitati.on of the f.oreg.oing, such
result shall be reasonably certain if (a) Bank declines to approve any L.oan or
approves any Loan in an amount less than the maximum permitted by the
corresponding Agreement or (b) any Agreement or Conmitment, as defined in an
Agreement, terminates or expires prior to the funding of the Loan contemplated
thereby.
Section 2.04. Execution of Note. The Note shall be executed .on behalf
of the Agency by the signature of the Chairman and attested on behalf of the
Agency by the signature of the Executive Direct.or or Vice Chairman,' and the
seal of the Agency shall be impressed thereon. If any officer whose signature
appears on the Note ceases to be such officer before the delivery of the Note
to the Bank, such signature on the N.ote shall nevertheless be as effective as
if the officer had remained in office until the delivery of the N.ote to the
Bank.
Section 2.05. Transfer of Note. The Note may be transferred by the
Holder thereof by endorsing thereon (.or (J1 a paper attached thereto) the
amount of principal paid thereon as of the date of transfer. N.otification of
such transfer shall be promptly given to the Agency for entry upon the books
required to be kept by the Agency pursuant to the provisions of Section 2.07,
of the name and address .of the transferee.
Section 2.06. Note Mutilated, Lost, Destroyed or Stolen. If the Note
shall become mutilated, the Agency, at the expense of the Holder of the Note,
shall execute and deliver, a new Note .of like tenor in exchange and
substitution for the Note so mutilated, but .only upon surrender to the Agency
of the Note so mutilated. Every mutilated Note so surrendered to the Agency
shall be cancelled by it. If the Note shall be lost, destroyed or stolen,
evidence of such loss, destruction or theft may be submitted to the Agency,
and, if such evidence is satisfactory to the Agency and indemnity satisfactory
to the Agency is given, the Agency, at the expense of the owner of the Note,
shall execute and deliver, a new N.ote of like tenor in lieu of and in
substitution for the Note so lost, destroyed or stolen. The Agency may
require payment of a sum not exceeding the actual cost of preparing each new
N.ote issued under this Section and of. the expenses which may be incurred by
the Agency. Any Note issued under the provisions of this Section in lieu of
any Note alleged to be lost, destroyed or stolen shall be entitled to the
benefits of this Resolution.
Section 2.07. ~ote Re9tis\er. The Agency will keep at its offices,
suffic1ent books tor t e reg1s ra 10n and transfer of the N.ote, which shall at
all times be open to inspection by the Bank; and, upon presentation f.or such
purpose the Agency shall, under such reasonable regulations as it may
prescribe, enter on said b.ooks, the names and addresses of the Ho1ders,of the
Note following transfer pursuant to Section 2.05.
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ARTICLE III
USE OF PROCEEDS OF NOTE
Section 3.01. Application of Proceeds .of Sale of Note. The proceeds
received by the Agency from the sale of the Note shall be dep.osited as f.ollows:
(a) The Agency shall deposit into the Note Fund established
pursuant to Section 4.02 any accrued interest or premium received on the sale
of the Note.
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(b) The Agency shall dep.osit into the Historical Rehabilitation
Fund established pursuant to Section 3.02 the remainder of said pr.oceeds.
Section 3.02. Historical Rehabilitati.on Fund. There is hereby created a
fund to be designated the "Community Redevelopment Agency of the Agency of
Santa Ana Secured Promissory Note (205 W. Civic Center) Historical
Rehabilitation Fund" (herein referred to as the "Historical Rehabilitation
Fund"), which shall be held by the Agency in trust and applied to the payment
of the Project Costs.
After payment of all Project C.osts payable from the Historical
Rehabilitation Fund or provision satisfactory to the Agency lìaving been made
for payment of Project Costs not yet due or the Agency becomes reasonably
certain that all or any portion of amounts in the Historical Rehabilitati.on
Fund will not be used to make all .or any p.orti.on of the Loan, as further
referenced in Section 2.03 hereof, the Agency shall transfer any remaining
balance in the Historical Rehabilitation Fund to the Note Fund established
pursuant to Section 4.02 to be used for prepayment of the principal of the
Note in an amount equal t.o the amount of such transfer .on the first day of the
month next following the date of transfer.
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ARTICLE IV
REVENUES; NOTE FUND
secure~e~~i ~nfi~'~t1.P 1 e~~~d~:hio:h ~~~~~~e~ha 1 ih;e PeY;e~nt~/~n t~~e ~:;ne~h~~~ ~~
the extent hereinafter provided) of all of the Revenues and a first pledge of
all of the moneys in the Note Fund. The Revenues are hereby allocated in
their entirety to the payment of the principal of and interest .on the Note
and, until the payment in full thereof, the Revenues shall be applied s.ole1y
to the payment .of such principal and interest. The pledge and allocati.on of
Revenues is for the exclusive benefit of the Noteho1ders and shall be
irrevocable until the Note has been paid and provision made therefor. The
Agency will not issue any obligation or security superior to .or .on a parity
with the Note, howsoever denominated, payable in wh.o1e .or in part from the
Revenues until the Note has been paid and retired or provision made therefor.
The Note shall be a special ob1igati.on of the Agency and shall be
payable solely from the Revenues. The Note shall not constitute a debt of the
Agency, of the City of Santa Ana, of the State of Ca1if.ornia or of any of its
subdivisions, and neither said State nor any of its political subdivisions
shall be liable thereon, nor in any event shall the Note be payable out of any
funds or properties of the Agency other than the Revenues as provided herein..
The faith and credit of the Agency is not pledged to the payment of the
principal of or interest on the Note.
Section 4.02. Note Fund. There is hereby created a special fund to be
designated the "Corrmunity Redevelopment Agency of the City of Santa Ana
Secondary Promissory Note (205 W. Civic Center) Note Fund" (herein referred to
as the "Note Fund"), whi ch the Agency hereby covenants and agrees to cause to
be maintained and which shall be held in trust by the Agency for the benefit
of the Noteh.o1ders. Upon the receipt thereof, the Agency shall dep.osit all
Revenues in the Note Fund.
Section 4.03. Use and Withdrawal .of Revenues. All Revenues in the Note
Fund shall be used and withdrawn from the Note Fund solely f.or the purpose of
payment of principal and interest on the Note when and as due except that
prepayments of Loan made by the Participating Party, insurance and
condemnation proceeds not used for replacement or repair .of the applicable
Project and transfers from the Historical Rehabilitation Fund pursuant to
Section 3.02 shall be used for prepayment of the Note.
When the Note is no longer outstanding, all fees, charges and expenses
of the Bank have been pa id or provided for, all expenses of the Agency
relating to the Project have been paid or provided for, and this Resolution
has been discharged and satisfied, the Agency shall deposit any amounts
remaining in the N.ote Fund in its general funds, unless such amounts properly
be1.ong to the Participating Party.
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Section 4.04. Deposit and Investment of Moneys in Funds. All moneys
held in any of the funds or accounts establislled pursuant to this Resolution
shall be deposited in demand or time deposits (which may be represented by
certificates of deposit) in any bank or trust company authorized to accept
deposits of trust funds (including the banking department of the Bank) and, as
and to the extent requi red by 1 aw, sha 11 be secured at all times as trust
funds, or in lieu thereof may be invested by the Agency in Permitted
Investments maturing prior to the date on which such m.oneys are estimated to
be required t.o be paid out hereunder. All interest or gain received on or
pri or to December I, 1982, shall be deposi ted in the Note Fund and shall be
used for the payment of interest due on the Note on and prior t.o Dècember I,
1982. All interest or gain received after December I, 1982, shall be
deposited in the Note Fund and used for the payment .of principal and interest
on the Note when due in accordance with the terms of Section 2.02 here.of .or by
prepayment in accordance with Section 2.03 hereof. Amounts in excess of the
amounts required for use in accordance with Secti.on 2.02 and 2.03 may be
withdrawn by the Agency and deposited in its general funds so long as there is
not an event of default hereunder.
Section 4.05. Assignment to Noteh.older. The Agency hereby transfers,
assigns and sets over to the Noteholder without recourse all of the Revenues
and any and all rights, privileges and obligati.ons it has under the Agreement,
the Deed .of Trust and the Promissory Note including, without limitation, the
right to collect and receive directly all of the Revenues, and any Revenues
co 11 ected or received by the Agency shall be deemed to be held, and t.o have
been collected or received, by the Agency as the agent of the N.oteholder, and
if received by the Agency, shall forthwith be paid by the Agency. The
assignment under this Section shall not be in contravention .of any grant or
assignment pursuant to the Purchase Agreement, the Pledge Agreement, the
Agreement or the Collateral Assignments.
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ARTICLE V
COVENANTS OF THE AGENCY
Section 5.01. Punctual Paymentl The Agency will punctually payor
cause to be pa1d lbut only out of Revenues as herein provided) the principal
and interest to become due in respect of all the Note, in strict conformity
with the terms of the Note and of this Resolution, and it will faithfully
observe and perform all of the conditions, c.ovenants and requirements of this
Resolution and of the Note. Nothing herein c.ontained shall prevent the Agency
from making advances of its own moneys .howsoever derived t.o any .of the uses or
purposes referred to herein.
Section 5.02. Against Encumbrances. The 'Agency will not encumber,
pledge or p 1 ace any charge or 11 en upon any of the Revenues, except as
permitted by this Resolution, in favor of the Noteh.o1der.
Section 5.03. Preservation.of Revenues; Amendment of A reements,
Promissory Note anâ Dee s 0 rust. e gency s a cause to e co ecte
prompt Iy a II amounts due trom the participating Party under the Agreement and
the Promissory Note as the same become due, and shall promptly and vigorously
enforce a 11 of its rights under the Agreement, the Promissory Note and the
Deed of Trust. Without the written consent of the Bank, the Agency shall not
amend, modify or terminate, or agree or consent to amend, modify or terminate,
the Agreement, the Promissory Note or the Deed of Trust and related collateral
documents; but, with the written consent of the Bank, the Agency may consent
to amendments .or mod ifi cat ions thereof.,
Section 5.04. Compliance with Resolution. The Agency shall not issue,
or permit to be issued, any ob1igat1on secured or payable in any manner out of
Revenues other than in accordance with the provisions .of this Resolution, and
shall not suffer or permit any default to occur under this Resolution, but
shall faithfully observe and perform all the covenants, conditions and
requirements hereof.
Section 5.05. Further Assurances. The Agency will adopt, make, execute
and deliver any and all such further resolutions, instruments and assurances
as may be reasonably necessary or proper to carry out the intention or to
facilitate the performance of this Resolution, and for the better assuring and
confirming unto the Holders of the Note of the rights and benefits pr.ovided in
this Resolution.
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ARTICLE VI
AMENDMENT OF RESOLUTION
Section 6.01. Amendments Permitted. This Resolution and the rights and
obligations of the Agency and of the H.older .of the Note may be modified or
amended at any time by a Supplementàl Resolution adopted by the Agency and
approved in writing by the Holder of the Note.
Section 6.02. Effect.of Supplemental Resoluti.on. From and after the
time any Supplemental Resolutlon becomes effective pursuant to this Article
VI, this Resolution shall be deemed to be modified and amended in accordance
therewith, and the respective rights, duties and obligations under this
Resolution of the Agency and the Holders of the Note shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
Supplemental Resolution shall be deemed to be part of the terms and conditions
of this Resolution for any and all purposes.
Section 6.03. Endorsement or Replacement of Note After Amendments. The
Noteholder may determine that the Note after the effective date of any action
taken as provided in this Article VI requires a notation, by endorsement or
otherwise, to reflect such action. In that case, upon demand of the H.older of
the Note and presentation of the Note for that purpose at the office of the
the Agency, a suitable notation shall be made on such N.ote by the Agency. The
Noteh.older may determine that a new Note, so modified as in the opini.on .of the
Noteholder is necessary to conform to such action, shall be prepared, executed
and delivered. In that case, upon demand of the Holder of the Note, such new
Note sha 11 be exchanged at the offi ce of the Agency, without cost to any
Noteholder, for the Note then outstanding, upon surrender of such Note.
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ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES OF NOTEHOLDER
Section 7.01. Events of Default and Acceleration of Maturities. If .one
or more of the followlng events ("events .of default") shall happen, that is to
say
(a) Failure of Agency to pay any installment .of principal or
interest or other amount due on the N.ote or under this Resolution within ten
days after such installment or other amount becomes due;
(b) Any representation or warranty of Agency to the Bank under the
N.ote Purchase Agreement or the Agreement shall prove to have been untrue in
any material respect when made;
(c) Agency shall fail to perform or observe any of its covenants
or undertakings under this Resoluti.on, the Note Purchase Agreement .or the
Agreements as such covenants or undertakings affect Noteh.older and such
failure shall continue for a period of thirty (30) days after written notice
from Noteholder;
(d) A court having jurisdiction in the premises shall enter a
decree or order for relief in respect of Agency, in an involuntary case under
any applicable bankruptcy, ins.olvency or other similar laws now or hereafter
in effect, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of Agency, or for any substantial part .of
its property or ordering the winding up or liquidation of the affairs .of any
of the same, and such decree or order shall remain un stayed and in effect for
a period of thirty (30) consecutive days;
(e) Agency shall colJlllence a voluntary case under any applicable
bankruptcy, insolvency .or other similar law now or hereafter in effect, or
shall consent to the entry of any order f.or redelase of any involuntary case
under any such law, or shall consent to the appointment of a receiver,
liquidator, assignee, trustee, custodian, sequestrator (or similar official)
or the taking possession of any such official or any substantial part of its
property, or shall make any general assignment for the benefit of creditors,
or sha 11 fail generally to pay its debts as they become due or shall take any
formal action in furtherance .of any of the foregoing;
(f) The occurrence of any event which entitles the holder to
declare inmediately due and payable all .outstanding principal on any
Promissory Note;
(g) The occurrence of an Official Determination;
then, and in each and every such case during the continuance of such event .of
default, the Bank or, if applicable, the subsequent Holder, may declare the
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remaining principal of the Note, and the interest accrued thereon, and any
related fees and other charges, to be due and payable immediately, and upon
any such declaration the same shall become and shall be inmediately due and
payable, anything in this Resolution or in the Note contained to the contrary
notwithstanding.
This provisi.on, however, is subject to the condition that if, at any
time after the principal of the Note shall have been s.o declared due and
payable, and before any judgment or decree for the payment of the monies due
and payable sha 11 have been obtained or entered, there shall have been
deposited with the Noteholder a sum sufficient to pay all principal on the
Note due prior to such declaration and all due and unpaid interest (if any)
upon the Note, and any re 1 ated fees and other charges and the reasonable
expenses of the Agency and Noteholder, and any and all other defaults kn.own t.o
the Agency (other than in the payment .of principal .of and interest on the Note
due and payable solely by reas.on of such declaration) shall have been made
good or cured to the satisfaction of the Noteholder or provision deemed by the
Noteholder to be adequate shall have been made therefor, then, and in every
such case, the Noteholder, by written notice to the Agency, may rescind and
annul such declaration and its c.onsequences. However, no such rescission and
annulment shall extend to or shall affect any subsequent default, or shall
impair or exhaust any right or power consequent thereon.
Notwithstanding any other provision of this Section 7.01, upon an event
of default relating solely to a single Loan, the Noteh.older shall be entitled
to accelerate an amount of principal on the Note equal to the then outstanding
principal balance of the Pr.omissory Note relating to such L.oan, plus related
interest, fees and other charges.
Section 7.03. Institution.of Legal Pr.oceedin~s by Bank. If one or more
of the events of default shall happen and be contlnUlng, the N.oteholder may
proceed to protect or enforce its rights under the Act or under this
Resolution by a suit in equity or action at law, either for the specific
performance of any covenant or agreement contained herein, or in aid of the
execution of any power herein granted, or by mandamus or other appropriate
proceeding for the enforcement of any other legal or equitable remedy as the
Noteholder shall deem most effectual in support of any of its rights or duties
hereunder.
Section 7.04. Effect.of Delay or Omission t.o Pursue Remed. No delay
or omission of the Noteho er exerClse any rlg t or power arlSlng frOll any
default shall impair any such right or power or shall be construed to be a
waiver.of any such default or acquiescence therein, and every power and remedy
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given by this Article VII to the Noteholder may be exercised from time to
time, and as often as shall be deemed expedient. In case the Noteholder shall
have proceeded to enforce any right under this Resolution, and such
proceedings shall have been discontinued or abandoned because of waiver or for
any other reason, or shall have been determined adversely to the Noteholder,
then and in every such case the Agency and the Noteholder shall be restored to
their former positions and rights hereunder; and all remedies, rights and
powers of the Agency and the N.otehold1!rs shall continue as though no such
proceedings had been taken.
Section 7.05. Remedies Cumulative. No remedy herein conferred upon or
reserved to the Noteholder is intended to be exclusive of any other remedy,
but each and every such remedy shall be cumulative and shall be in additi.on t.o
every other remedy given hereunder or n.ow or hereafter existing at law .or in
equity.
Section 7,06. Control of Proceedings. In the event that the
Noteholder, upon the happening of an event .of default, shall have taken some
action, by judicial proceedings or otherwise, pursuant to its rights
hereunder, it shall have full power with respect to the continuance,
di sconti nuance, withdrawal, compromi se, settl ement or other di sposa 1 of such
action.
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ARTICLE VI II
MISCELLANEOUS
Section 8.01. Benefits of Resolution Limited to Parties. Nothing in
this Resoluti.on, expressed or implied, is intended to give any person other
than the Agency, the Bank and the Holders .of the Note, any right, remedy, or
claim under or by reason of this Resolution. Any covenants, stipulations,
promises or agreements in this Res.olution contained by and on behalf .of the
Agency shall be for the sole and exclusive benefit of the Holders of the Note.
Section 8.02. Successor is Deemed Included in All References to
Predecessor. Whenever in this Resolution or any Supplemental Resoluti.on
either the Agency or the Bank is named or referred to, such reference shall be
deemed to include the successors or assigns thereof, and all the c.ovenants and
agreements in this Resolution contained by or on behalf of the Agency or the
Bank shall bind and inure to the benefit of the respective successors and
assigns thereof whether s.o expressed .or n.ot.
Section 8.03. Discharge.of Resolution. If the Agency shall pay and
discharge the entire indebtedness on the N.ote in anyone .or more of the
following ways:
(a) by well and truly paying or causing to be paid the principal
and interest on the Note, t.ogether wi th app 1 i cab 1 e fees and other charges as
and when the same become due and payable; or
(b) by depositing with the Bank or, if applicable, a subsequent
Noteholder, in trust, at .or before maturity, money which, together with the
amounts then on deposit in the funds and acc.ounts provided for in Sections
3.02 and 4.02, is fully sufficient t.o pay the N.ote, including all principal,
interest and applicable fees and charges;
then the pledge of the Revenues and other funds provided for in this
Resolution and all other obligations of the Agency under this Resolution with
respect to the Note shall cease and terminate, subject to the survival of
obligations due to an Official Determination as more particularly described in
Section 2.02.
Section 8.04. Execution of Documents and Proof .of Ownership by
Noteh.olders. Any request, declarati.on or other instrument which this
Resolution may require .or permit to be executed by Noteholders may be in .one
or more instruments of similar tenor, and shall be executed by the Holder of
the Note in person or by its attorney appointed in writing.
Except as otherwise herein expressly provided, the ownership of the Note
and the amount and date of ho 1 ding the same sha 11 be proved by the Note
Register maintained by the Agency pursuant to Section 2.07.
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Section 8.05. Waiver of Personal Liability. No member, officer, agent
or employee of the Agency shall be individually or pers.onally liable f.or the
payment of the principal of or interest on the Note; but nothing herein
contained shall relieve any such member, officer, agent or employee from the
performance of any official duty provided by law.
Section 8.06. Notice and Demands on Agency. Any notice or demand which
by any provision of this Resolution is required or permitted t.o be given or
served to or on the Agency may be given .or served by being deposited postage
prepaid in a post office letter b.ox addressed (until another address is filed
by the Agency with the N.oteholder) as follows: Executive Director,
Redevelopment Agency .of the City of Santa Ana, 20 Civic Center Plaza, Santa
Ana, California 92706.
Section 8.07. Partial Invalidity. If any Section, paragraph, sentence,
clause or phrase of this Resolution shall for any reason be held illegal or
unenforceable, such holding shall not affect the validity of the remaining
portions of this Resolution. The Agency hereby declares that it would have
adopted this Resolution and each and every .other Section, paragraph, sentence,
clause or phrase hereof and authorized the issuance of the Note pursuant
thereto irrespective of the fact that anyone or more Sections, paragraphs,
sentences, clauses or phrases .of this Resolution may be held illegal, invalid
or unenforceable.
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Section 8.08. Effective Date of Resolution. This Resolution shall take
effect from and after the date of its passage and adoption.
ADOPTED, this 15th day of December, 1981, by the following vote:
AYES: Members:¿~",~ ¿l",jr~./~//,.J~ 4r',;~ /';?6-f-";- ¿"".t-~'7"'-
NOES:
ABSENT:
Members: 4-1.../
Members: A/;,,(!'
t:UJ
Chairman
wt!£dtJØ
Execut~ve Director
APPROVED AS TO FORM:
iXoo¿ ~ fleT
City Attorney
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EXHI BIT A
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA
SECURED PROMISSORY NOTE
(205 W. CIVIC CENTER)
$
Santa Ana, California
December 1, 1981
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public body
corporate and politic, duly organized and existing under and pursuant to Part
1 (corrrnencing with Section 33000) of Division 24 of the Health and Safety Code
of the State of California (the "Agency"), for value received, hereby promises
to pay to the order of Wells Fargo Bank, National Association (the "Bank"), or
its registered assigns (Bank and such registered assigns are hereinafter
sometimes referred to as "holder" or "holders"), at 2323 North Broadway, Santa
Ana, California, or at such other place as Bank or its registered assigns
shall designate, and at the times hereinafter pr.ovided, the principal sum
.of Dollars
($ J, together w1th 1nterest computed on the bas 1S .of a 360-day
year and 3D-day month, on the unpaid principal balance hereof from the date
hereof until due, at a rate ("Basi c Rate") per annum one-half percent greater
than sixty-five hundredths (.65) times the Base Rate (.5%) (as hereinafter
defined and determined). "Base Rent" shall mean that rate of interest charged
by Bank on corrrnercial real estate loans, interest on which is subject to
federal income taxation, on properties similar in use to those described in
the Project Agreement referenced below. The Base Rate for the period from
December 1, 1981 to December 1, 1986 shall be determined as of December 1,
1981 and the Base Rate from and after December 1, 1986 shall be determi ned as
of December 1, 1986. Interest only shall be due and payable on the first day
of each calendar roonth corrrnencing January 1, 1982 and continuing through
December 1, 1982. Thereafter, installments of principal and interest shall be
due and payable on the first day of each calendar month conmencing January 1,
1983 and continuing through December 1, 1991, whereupon the entire principal
balance of this Note, together with interest thereon, shall be due and
payable. Installment of principal and interest due from January 1, 1983 to
Decenber 1, 1991 shall be in equal amounts sufficient, after the payment of
accrued interest to amortize the principal amount of this Note based upon saie
amount as of December 1,1982, in 360 equal monthly installments; provided
that the amount of such installments shall be subject to adjustment, as
necessary, on December 1, 1986 to reflect any change in the Base Rate. Bank
shall determine the initial am.ount of such installments and give Agency notice
thereof between December 1, 1982 and December 20, 1982. Bank shall determine
the amount of such installments for the period commencing December 1, 1986 and
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shall give Agency notice thereof between Decellber 1, 1986 and December 20,
1986.
Notwithstandin9 the foregoing, if interest on this Note becomes subject
to federal income taxation pursuant to an Official determination (as
hereinafter defined): (a) the rate of interest otherwise in effect .on this
Note shall be increased to a rate ("Adjusted Basic Rate") per annum equal to
one-half percent (.5%) above the Base Rate, determined as above provided; and
(b) Agency shall forthwith pay t.o Bank, or its registered assigns, for the
period from the Taxable Date (as hereinafter defined) to the effective date of
the adjustment reuqired by the foregoing sentence an amount equal to the
product of (i) the outstanding principal amount of this Note from time to time
during such period and (ii) the difference between the Adjusted Basic Rate and
the Basic Rate during such period. If more than .one person has been the
holder of this Note during such period, such am.ounts shall be allocated am.ong
such holders in accordance with the number of days furing which this Note was
held by each such holder during such period. Any holder of this N.ote may
protest or contest any Official Determination. If an Official Determination
is protested or contested, interest shall continue to be payable at the
Adjusted Basic Rate while such protest .or contest is pending. If such protest
or contest is successful, the holder hereof shall apply all interest collected
at a rate in excess of the Basic Rate in reduction of the principal hereof or
any other amounts owing hereunder, or if such principal and all such other
amounts have been paid in full, such excess shall be refunded to Agency.
Without in any way limiting the survival .of any .other provision of this Note,
Agency hereby expressly agrees that the obligations imp.osed up.on it by this
paragraph shall survive payment and discharge of this Note for a period of
five years.
The term "Official Determination" shall mean (and for all purp.oses of
thi s Note shall be deemed to have occurred as .of) a change in the Internal
Revenue Code of 1954, as amended, the issuance of a statutory notice of
deficiency, or ruling by the Internal Revenue Service or a ruling by any court
of competent jurisdiction, or any other occurrence, the effect of which, in
the opinion of nationally-recognized bond counsel acceptable to Agency and
Bank, is to make interest payable .on this N.ote includable in the gross income
of the h.older hereof (except to the extent that such interest is so includable
because the holder is a "substantial user" of any of the Project referenced
be 1 ow or a "re 1 ated person" as such terms are defi ned i n Sect ion 103 .of the
Internal Revenue Code of 1954, as amended). The fees and expenses of any such
bond counsel in connection with such opinion shall be an obligation of Agency
payable from the same source and secured in the same manner as are all other
obligations evidenced hereby.
The term "Taxable Date" shall mean the date as of which interest payable
on this Note is includable in the gross income of a holder of this N&te by
reason of an Official Determination.
Any principal or interest .on this Note not paid when due. shall
thereafter bear interest at a rate equal to five percent (5%) per anr:wm in
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excess of the rate otherwise in effect on this Note. In additi.on to such
interest, the undersigned promises to pay upon demand a reasonable late fee or
collection charge not exceeding four percent (4%) of such unpaid amount.
All principal, interest, and other amounts payable under the terms of
this Note are payable in lawful money of the United States .of America which at
the time of payment is legal tender f.or the payment of pub 1 ic and pri vate
debts.
So long as this Note is not in default, each installment of principal
and interest when paid shall be applied by the holder hereof first to the
payment of interest accrued as above specified, and the balance thereof to the
payment of pri nc ipa 1. When any default hereunder has occurred and is
continuing, the holder hereof may apply payments in its election to principal
or interest.
This Note may be prepaid in full or in part, without prepayment penalty
or premium, on any installment due date upon thirty (30) days' prior written
notice to the holder of this N.ote. The Note shall be prepaid concurrently
with and to the extent of any prepayment on any Participant Note (as defined
in the Project Agreement referenced below). Each prepayment shall be applied
to principal but Agency shall continue to pay installments in the amounts and
at the times required in this N.ote until principal and interest on this Note
are paid in full. This Note shall also be prepaid if and to the extent that
any event shall occur which makes it reasoably certain that any porti.on of the
principal amount of the indebtedness evidenced hereby will not be used to~make
one or more of the Loan contemplated by the Project Agreement. Without
limitation of the foregoing, such result shall be reasonably certain if (a)
Bank declines to approve any Loan or approves any Loan in an amount less than
the maximum permitted by the corresponding Project Agreement or (b) any
Project Agreement or Commitment, as defined in a Project Agreement, terminates
or expires prior to the funding of the Loan contemplated thereby.
This Note is issued pursuant to the Marks Historical Rehabilitati.on Act
of 1976, as amended, being Part 10 (c.ommencing with Section 37600) of Division
24 of the Health and Safety Code of the State of California, and to Resolution
N.o. 81-143 of the Agency, ent it led "A Reso lut ion Author i zing the Issuance of
$750,000 Principal Amount of Conmunity Redevelopment A! enc'y .of the City of
Santa Ana Secured Pr.omissory Note (205 W. Civic Center)" lthe "Resolution")
adopted December 15, 1981, for the purpose of providing funds pursuant to the
Project Agreements described in the Resolution for the making of Loans to
certain Participants described in the Project Agreements to finance the
rehabilitation of historical properties l.ocated within the City of Santa Ana.
This Note is secured as contemplated by the Resolution to which reference is
hereby made for a description of such security, and of the nature, extent and
manner of enforcement of such security, and a statement of the rights of the
holder of this Note, to all of the provisions of which the registered owner of
this Note, by acceptance hereof, consents and agrees.
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Thi s Note and the interest and other charges hereon are payable from,
and are secured by a charge and lien on, certain Revenues and c.ollateral as
contemplated by the Resolution. This Note is a special obligation of the
Agency and is not a li en or charge against the property or funds of the
Agency, except to the extent contemplated by the Resolution. This Note is not
a debt of the City of Santa Ana, the State .of California, or any of its
political subdivisions and neither said City, said State, n.or any of its
political subdivisions is liable hereon nor in any event shall this Note be
payable out of any funds or properties other than the Revenues and c.ollateral
therefor, as contemplated by the Resolution. The faith and credit of the
Agency is not pledged to the payment of the principal .of or interest on this
Note. This Note does not constitute an indebtedness within the meaning of any
constitutional or statutory debt limitation or restriction.
If an Event of Default (as defined in the Resolution) shall .occur, all
or part of the principal amount of this Note may be declared due and payable
upon the conditions, in the manner and with the effect provided in the
Res.o lut i on but such dec 1 arat i on and its consequences may be resc i nded and
annuled by the holder hereof as further provided in the Resolution.
This Note may be transferred by the holder hereof by endorsing hereon
(or on a paper attached hereto) the amount of principal paid hereon as .of the
date of transfer. Not ifi cati on of such transfer shall be prompt ly gi ven to
the Agency for entry on the Note register maintained by the Agency pursuant to
the Resolution, of the name and address of the transferee. The Agency may
treat the reg i stered owner hereof as the absolute owner hereof for all
purposes.
Any holder of this Note subsequent to its .original purchaser is hereby
placed on notice .of all payments of both principal and of interest on this
Note prior to its transfer t.o such holder and all such subsequent holders
hereby ackn.owl edge that they have ascerta i ned the actual unpaid pri nc ipa 1
balance .of this Note as of the date of transfer of this N.ote to them and
hereby release the Agency from all obligation as to all principal and interest
paid by the Agency prior to such date.
It is hereby certified that all of the things, conditions and acts
requ i red to ex ist, to have happened and to have been performed precedent to
and in connection with the issuance of this Note do exist, have happened and
have been performed in due time, form and manner, and that the amount of this
Note, together with all other indebtedness of the Agency, does not exceed any
limit prescribed by any laws of the State of California, and is not in excess
of the amount of the Note permitted to be issued under the Resolution.
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IN WITNESS WHEREOF, THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF
SANTA ANA has caused this Note to be executed in its name and on its behalf by
this Chairman and its Executive Director, and its seal to be reproduced
hereon, and this Note to be dated December 1, 1981.
COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF SANTA ANA
ay
Chalrman
(S E A L)
ATTEST:
Execut ive Di rector