HomeMy WebLinkAbout1981-142 CRA
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12/14/81
12/21/81
COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF SANTA ANA
RESOLUTION NO. 81-142
A RESOLUTION AUTHORIZING THE ISSUANCE OF $670,000
PRINCIPAL AMOUNT OF COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF SANTA ANA
SECURED PROMISSORY NOTE
(Arcade & Marks)
Adopted December 15, 1981
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ARTICLE I
Section 1.01
Section 1.02
Section 1.03
Section 1.04
ARTICLE I I
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; Definiti.ons . . . . . .
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Definitions..................
(a) Act. . . . . . . . . . . . . . . . . . . .
(b)Agency..................
(c) Agreements................
(d) Bank. . . . . . . . . . . . . . . . . . .
(e) Certificate of the Agency
Written Request of the Agency. . . . . .
(f) Deeds of Trust..............
(g) Federal Securities. . . . . . . . . . . .
(h) Financing.............
(i) Holder, Noteho1der . . . . . . . . . . . .
(j)Loans...................
(k) Note. . . . . . . . . . . . . . . . . . .
(1) Official Determination. . . . . . . . . .
(m) Participating Parties. . . . . . . . . . .
(n) Permitted Investments. . . . . . . . . . .
(0) Project C.osts. . . . . . . . . . .
(p) Projects.................
(q) Promissory Notes. . . . . . . . . . . . .
(r) Purchase Agreement. . . . . . . . . . . .
(s) Revenues.................
(t) Sites. . . . . . . . . . . . . . .
(u) Supplemental Resolution. . . . . . . . . .
(v) Taxab1eDate...............
Equal Security. . . . . . . . .
Findings. . . .
NoLimitation.................
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TheNote....................
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Authorization. . . . . . . . .
Terms of Note.................
Prepayment of Note...............
Execution of Note. . . . . . . . . . . . . . .
Transfer of Note................
Note Mutilated, Lost, Destroyed or Stolen. . .
NoteRegister.................
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ARTICLE II I
Section 3.01
Section 3.02
ARTICLE IV
Section 4.01
Secti.on 4.02
Section 4.03
Section 4.04
Section 4.05
ARTICLE V
Section 5.01
Section 5.02
Section 5.03
I Section 5.04
Section 5.05
ARTICLE VI
Secti.on 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 Pr.oceeds .of Note. . . .
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Application of Proceeds of Sale of Note
Historical Rehabilitati.on 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 to Bank. . . . . . . . . . . . . . .
Covenants of the Agency. . . . . . . . . . . .
Punctua 1 Payment. . . . .
Against Encumbrances. . . . . . . . . . . . . .
Preservation of Revenues;
Amendment of Agreement, Promissory 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
byBankorTrustee...............
Effect of Delay or Omission to Pursue Remedy.
RemediesCumulative...'...........
Control of Proceedings. . . . . . . . . . . . .
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ARTICLE VIII
Section 8.01
Sect ion 8.02
Section 8.03
Section 8.04
Section 8.05
Sect ion 8.06
Section 8.07
Sect ion 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. . . . . . . . . . . .
Execu t i on of Documents and
Proof of Ownership by Noteholders . . . . . . .
Waiver of Personal Liability. . . . . . . . . .
Notice and Demands on Agency. . . . . . . . . .
PartialInvalidity...............
Effective Date of Resolution. . . . . . . . . .
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Secured Promissory Note. . . . . . . . . . . .
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RESOLUTION NO. 81-142
A RESOLUTION OF THE
COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF SANTA ANA AUTHORIZING THE ISSUANCE OF
$670,000 PRINCIPAL AMOUNT OF COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF SANTA ANA
SECURED PROMISSORY NOTE
(Arcade & Marks)
WHEREAS, the Community Redevelopment Agency .of the City of Santa Ana
(the "Agency") is a redevelopment agency functioning pursuant to Part 1
(comnencing with Section 33000) of Division 24 of the Health and Safety Code
of the State of California and as such c.onstitutes a local agency within
Secti.on 37602(g) of the Marks Historical Rehabilitati.on Act .of 1976, as
amended (the "Act");
WHEREAS, pursuant to its Resolution No. 81-124, adopted N.ovenber 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 t.o the Act, the Agency has determined to issue its
Secured Promissory Note to aid in the financing of the rehabilitati.ol]. 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 t.o and in connection with the issuance of the Note do
exi st, have happened and have been performed in due time, form and manner as
required by law, and the Agency is now duly emp.owered, pursuant t.o each and
every requirement of law, to issue the Note in the manner and form provided 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. Definiti.ons. Unless the context otherwise requires, the
terms defined in subsections (a) through (v), inclusive, of this Section 1.01
shall, for all purposes of this Resolution, of any Supplemental Resoluti.on 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 Historical Rehabilitation Act .of
1976. as amended:-tJeing Part 10 (colTIßencing 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) Agreements. "Agreements" means th.ose certain three
agreements, entitled "Project Agreement", dated as .of December I, 1981.
between the Agency and the respective Participating Parties pertaining,
respectively, to Project 6A, and Project 68.
"Agency" means the ColTIßunity Redevelopment Agency of
(d) 8ank. "Bank" means Wells Fargo Bank, National Association,
the original purchaser of the Note.
(e) Certificate of the Agency, Written Request of the Agency.
"Certificate .of the Agency" and "Wrltten Request of the Agency" mean,
respectively, a lIritten certificate or request signed in the name of the
Agency by the Chairman, Secretary or Execut ive Di rector of the Agency or by
such other person as may be designated and authorized to sign for the Agency.
(f) Deeds of Trust. "Deeds of Trust" means the respective deeds
of trust. from the respective Participating Parties to the Bank, executed and
de 1 ivered pursuant to the respective Agreements.
(g) Federal Securities. "Federal Securities" means United States
Treasury notes, bonds, bills or certificates 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 guaranteed 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
Un ited States (or the head thereof) has been named to act as trustee,.a 11 as
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to and the extent that such securities are eligible for the legal investment
of Agency funds. '
(h) Financing. "Financing" and its variants means the lending of
moneys or any other thing of value for the purpose of facilitating the
construction of the Projects on the Sites, including refinancing of
outstanding indebtedness incurred for such purposes.
(i) Holder; Noteho1der. "H.o1der" or "Noteho1der" means any person
who shall be the registered .owner of the Note.
(j) Loans. "Loans" means the respective loans made by the Agency
to the respective Participating Parties for the Financing of the
rehabilitation of the Projects on the Sites pursuant to the Agreements and
evidenced by the Promissory Notes.
(k) Note. "N.ote" means the ColTJnunity Redevelopment Agency of the
City of Santa Ana Secured Promissory Note (Arcade & Marks), authorized by, and
issued pursuant to, this Resolution.
(1) Official Determination. "Official Determination" means (and
for all' purposes of this Resolution 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 c.oynse1
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 Projects 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 bond 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 Parties" means with
respect to Project 6A Arcade Partnerships and with respect to Project 6B
Blanche Ann Marks and Ronald A. Marks.
(n) Permitted Investments. "Permitted Investments" means Federal
Securities or certificates of deposit of commercial banks (including the Bank)
with a paid in capital and surplus in excess of $500,000,000.
(0)
"Project Costs" means, with respect t.o each
Project Costs.
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 jnterim
construction loan were used by the Participating Party for:
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(A) obligations.of the Participating Party incurred for
labor and materials (including reimbursements payable to the Participating
Party and payments on contracts in the name of the Participating Party) in
connection with the rehabilitation of the Project;
(B) the cost of c.ontract 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 rehabilitation of the Project; or
(D) any other costs or expenses incurred on or after
the date upon which the Agency took official action with respect t.o the
Project, as determined by the Agency, which are properly chargeable to the
capital account for, and constitute capital expenditures f.or, the Project or
with a proper election by the Participating Party or but for such an election
would c.onstitute capital expenditures for the Project.
(ii) all costs and expenses incurred by the Agency in
c.onnection with the determination as to the feasibil ity or practicabil ity of
undertaking the Project, and in connection with the administration and
supervision of the Project including architect, engineering, survey and
appraisal fees and costs; and
(iii) all expenses incurred in connection with the closing of
the Loans and the issuance of the N.ote, including without limitati.on loan
fees, legal and accounting expenses and fees, costs of title insurance, costs
of printing, and recording and filing fees;
(p) Projects. "Projects" means Project 6A and Pr.oject 6B.
"Project 6A" means the rehabilitation of the properties located at 515 North
Main Street, which properties are owned by Arcade Partnership. "Project 6B"
means the rehabi 1 i ati on of the properties located at 402 West Fourth Street,
which properties are owned by Blanche Ann Marks and Ronald A. Marks.
(q) Promissory Notes. "Promissory Notes" means the notes executed
by the respective Participating Parties evidencing and securing the repayment
of the respective Loans pursuant to the respective Agreements.
(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 respeét t.o,
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or otherwise derived from, the Financing .of the Projects, including without
1 imitat i on all Loan payments and prepayments thereof and other amount received
from the respective Participating Parties pursuant to the Agreements and the
Promissory Notes, all amounts and properties derived from the enforcement of
the Agency's rights and privileges under the Deeds of Trust, assignments .of
lessor's interest in leases executed by Participating Parties and security
agreements executed by Participating Parties, any guarantees of Promissory
Notes, all proceeds derived from the insurance policies maintained pursuant t.o
the Agreements, all funds and accounts created pursuant to this Resolution,
and all investment earnings on said funds and accounts.
(t) Sites. "Sites" means premises upon which Pr.oject 6A is
l.ocated, as more particularly described in the Agreement pertaining to Project
6A; and the premises upon which Pr.oject 66 is located as more particularly
described in the Agreement pertaining to Pr.oject 66.
(u) Supplemental Resolution. "Supplemental Resolution" means any
resolution then in 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 quorum
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 consideration of the acceptance of
the Note by the Bank and by all who shall h.old the same from time to time,
this Resolution shall be deemed t.o be and shall constitute a contract between
the Agency and the Ho 1 der from time to time of the Note, and the covenants and
agreements herein set forth to be performed on behalf of the Agency shall be
for the benefit, security and protection of all Holders of the Note without
preference, pri.ority 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 Loans 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 Projects is economically
feasible.
Section 1.04. N.o Limitation. The provisions of this Resolution are not
intended to limit the provlslons of the Purchase Agreement, the Pledge
Agreement (as referenced in the Purchase Agreement and referred to herein as
the "Pledge Agreement"), the Agreements or the Collateral Assignment (as
referenced i n the Agreements and referenced to here i n as the "Co llatera 1
Assignment"), each of which documents is this day being approved by the Agency.
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ARTICLE II
THE NOTE
Section 2.01. Authorization. A N.ote in the aggregate principal amount
of Six Hundred Seventy Thousand Dollars ($670,000) 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 t.o provide funds to make the
L.oans to the Participating Parties f.or the purpose .of Financing of the
Pr.ojects pursuant to the Agreements. The N.ote shall be designated the
"ColTl!1unity Redevelopment Agency of the Agency of Santa Ana Secured Promissory
Note (Arcade & Marks)."
Section 2.02. Terms of the Note. The Note shall be dated as .of
December I, 1981, and shall be issued as a s,ing1e fully registered Note,
without coupons, substantially in the form set forth on Exhibit A attached
hereto and by this reference inc.orporated herein. The Note shall be sold and
delivered to the Bank in accordance with the Purchase Agreement.
The Note shall mature and bec.ome payable on December I, 1991, and shall
bear interest .on the unpaid principal balance here.of 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 determi ned) . "Base Rent" shall mean that rate of interest charged by Bank
on commercial real estate loans, interest .on which is subject to federal
income taxation, on pr.operties similar in use to those described in the
Project Agreements referenced below. The Base Rate for the period from
Decerrber I, 1981 to December I, 1986 shall be determined as of December 1,
1981 and the Base Rate from and after December 1, 1986 shall be determined as
of December I, 1986. Interest only shall be due and payable on the first day
of each calendar month commencing January 1, 1982 and continuing through
Decerrber 1, 1982. Thereafter, installments .of principal and interest shall be
due and payable on the first day of each calendar month commencing 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
December 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
equa 1 month 1y i nsta llments; 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 colITßencing Decerrber 1, 1986 and shall give Agency notice tJlereof
between December 1, 1986 and December 20, 1986.
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Notwithstanding 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 ab.ove provided; and
(b) Agency shall forthwith pay t.o Bank, or its re9istered assigns, for the
period from the Taxable Date (as hereinafter defined) to the effective date .of
the adjustment reuqired by the foreg.oing 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 amounts shall be allocated among
such Holders in acc.ordance with the number of days furing which this Note was
held by each such H.older 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 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 imposed upon it by this
paragraph shall survive payment and discharge of this Note for a period of
five years.
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Any principal or interest on the N.ote 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 sha 11 pay upon demand a reasonb le rate, fee or collect ion charge not
exceeding four percent (4%) of such principal amount.
All pri nc ipa 1, interest and other amounts payab le 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 Holder of the Note shall file with the Agency.
So 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.
in par~~c~10;h02ut03prelf.?;e~{me;~n:ityNO;;. pr~~~~m~o~~ ~% bieni:aefl~~~tindJ~l~a~~
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 to 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 Note are paid in full. This Note shall also be
prepaid if and to the extent that .any event shall 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
Loans contemplated by the Agreements. Without limitation of the foregoing,
such result shall be reas.onably certain if (a) Bank declines to approve any
Loan 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 Director 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 offi cer before the delivery of the Note
to the Bank, such signature on the Note 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 there.on (or on a paper attached thereto) the
amount of principal paid thereon as of the date of transfer. Notification of
such transfer shall be prompt ly gi ven . to the Agency for entry upon the book s
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 N.ote
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 Note .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
Note 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. Note Register. The Agency will keep at its offices,
sufficient bo.oks for the registratlOn and transfer of the Note, which shall at
all times be open to inspection by the Bank; and, upon presentation for such
purpose the Agency shall, under such reasonable regulations as it may
prescribe, enter on said books, the names and addresses of the Holders.of the
Note following transfer pursuant to Section 2.05.
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ARTI CLE II I
USE OF PROCEEDS OF NOTE
Section 3.01. Application of Pr.oceeds .of Sale .of Note. The pr.oceeds
received by the Agency from the sale of the Note shall be deposited as follows:
(a) The Agency shall deposit into the N.ote Fund established
pursuant to Section 4.02 any accrued interest or premium received .on the sale
of the Note.
(b) The Agency shall deposit into the Historical Rehabilitation
Fund established pursuant to Secti.on 3.02 the remainder of said proceeds.
Section 3.02. Historical Rehabilitation Fund. There is hereby created a
fund to be designated the "Conununity Redevel.opment Agency of the Agency of
Santa Ana Secured Promissory Note (Arcade & Marks) 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. Within the Historical Rehabilitation Fund, there is hereby created two
accounts to be designated respectively, the "Project 6A Account" and the
"Project 6B Account". Following delivery of the Note and deposit of the
proceeds thereof into the Historical Rehabilitation Fund, the Agency shall
transfer $350,000 thereof to the Project 6A Acc.ount to be app 1 i ed to the
payment of Project Costs in accordance with the terms of the Agreement
relating to Project 6A; and shall transfer $320,000 thereof to the Project 6B
Account to be applied to the payment .of Project Costs in accordance with the
terms of the Agreement relating to Project 6B. With the consent of the Bank,
the Agency may transfer monies from one of said Accounts to another of said
Accounts, but in no event shall such transfer be made unless and until the
applicable areements have been amended and the principal amount of the Loans
to the applicable Participating Parties have been appropriately modified.
After payment of all Project Costs payable from the Hist.orical
Rehabilitation Fund or provision satisfactory to the Agency having been made
for payment of Project Costs n.ot yet due or the Agency becomes reasonably
certain that all or any portion of amounts in the Historical Rehabilitation
Fund wi 11 not be used to make all or any port i on of the Loans, 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 to the amount of such transfer on the fi rst day .of the
month next fo 11 owi ng the date .of transfer.
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ARTICLE IV
REVENUES; NOTE FUND
secure~e~~i~nfi4;~t\le~~:d~:hiO:h ~~~~~~e~¡'al~h~e Pea¡;eecnt~/~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 N.ote
and, until the payment in full thereof, the Revenues shall be app 1 i ed solely
to the payment of such principal and interest. The pledge and allocation of
Revenues is for the exclusive benefit of the Noteholders and shall be
irrevocable until the Note has been paid and provision made therefor. The
Agency will not issue any obligation or security superior t.o or on a parity
with the Note, howsoever denominated, payable in whole or in part from the
Revenues until the Note has been paid and retired or provision made therefor.
The Note shall be a special obl igati.on of the Agency and shall be
payable solely from the Revenues. The Note shall n.ot constitute a debt of the
Agency, of the City of Santa Ana, of the State of California .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 t.o be
designated the "C.ommunity Redevelopment Agency of the City of Santa Ana
Secondary Promissory Note (Arcade & Marks) Note Fund" (herein referred to as
the "Note Fund"), which the Agency hereby covenants and agrees to cause t.o be
maintained and which shall be held in trust by the Agency for the benefit of
the Noteho 1 ders. Upon the receipt thereof, the Agency shall deposit 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 fr.om the Note Fund solely for the purpose of
payment of principal and interest .on the Note when and as due except that
prepayments of Loans made by the Participating Parties, 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 paid or provided for, all expenses of the Agency
relating to the Projects have been paid or provided for, and this Resolution
has been discharged and satisfied, the Agency shall deposit any amounts
remaining in the Note Fund in its general funds, unless such amounts properly
belong to the Participating Parties.
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Section 4.04. Deposit and Investment of Moneys in Funds. All moneys
held in any of the funds or accounts established 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, shall 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 moneys are estimated to
be required t.o be paid out hereunder. All interest or gain received on or
prior to December 1, 1982, shall be deposited in the N.ote Fund and shall be
used f.or the payment of interest due on the N.ote on and pri or t.o December 1,
1982. All interest or gain received after December 1, 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 hereof or by
prepayment in accordance with Section 2.03 hereof. Amounts in excess of the
amounts required for use in accordance with Section 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 Noteholder. The Agency hereby transfers,
assigns and sets over to the Noteholder without recourse all of the Revenues
and any and all rights, privileges and obligations it has under the
Agreements, the Deeds of Trust and the Promissory N.otes including, without
limitation, the right to collect and receive directly all of the Revenues, and
any Revenues collected or received by the Agency shall be deemed to be held,
and to have been collected or received, by the Agency as the agent oL the
Noteholder, 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 Agreements or the Collateral Assignments.
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ARTICLE V
COVENANTS OF THE AGENCY
Section 5.01. Punctual Payment. The Agency will punctually payor
cause to be paid (but 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, covenants and requirements .of this
Resolution and of the Note. Nothing herein contained shall prevent the Agency
from making advances of its own moneys howsoever derived to any of the uses or
purposes referred to herein.
pledge se~rt i ~~ a;e'O~~y ~~:~~~t o~nc~~:anu~~~' an~he o/g~~~y R:~~~ue~~t e~~~~~e~;
permitted by this Resolution, in favor of the Noteh.older.
Section 5.03. Preservation of Revenues; Amendment of Agreements,
Promissory Notes and Deeds of Trust. The Agency shall cause to be collected
promptly all amounts due from the participating Parties under the Agreements
and the Promissory Notes as the same become due, and shall promptly and
vigorously enforce all of its rights under the Agreements, the Promissory
Notes and the Deeds of Trust. Without the written consent of the Bank, the
Agency sha 11 not amend, modify or termi nate, or agree .or consent to amend,
mod ify or termi nate, the Agreements, the Pr.omi ssory Notes or the Deeds of
Trust and related collateral documents; but, with the written consent of the
8ank, the Agency may consent to amèndments or modifications thereof.
Section 5.04. Compliance with Resolution. The Agency shall not issue,
or permit to be lssued, any obligation 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 dellVer 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 provided in
this Resolution.
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ARTI(;LE VI
AMENDMENT OF RESOLUTION
Section 6.01. Amendments Permitted. This Resolution and the rights and
obligatlons of the Agency and of the Holder of the Note may be modified or
amended at any time by a Supplemental Resolution adopted by the Agency and
approved in writing by the Holder of the Note.
time aSn~ct~~~Pl~~~~tal E~~~~~u~:onsu6~¿:=snt:;feRce:~v~ut~~~~ua~;0~0 ~~i:f~e:ti~~:
VI, this Resolution shall be deemed to be m.odified and amended in accordance
therewith, and the respective rights, duties and obligati.ons 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 conditi.ons
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 n.otation, by endorsement .or
otherwise, to reflect such action. In that case, upon demand of the Holder 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 Note by the Agency-- The
Noteholder may determine that a new Note, so modified as in the opinion of the
Noteholder is necessary to conform to such action, shall be 'prepared, executed
and delivered. In that case, upon demand of the H.older of the Note, such new
Note shall be exchanged at the office 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 following 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 Reso1uton within ten
days after such installment or other am.ount becomes due;
(b) Any representati on or warranty of Agency to the Bank under the
N.ote Purchase Agreement or the Agreements 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 Resolution, the Note Purchase Agreement or the
Agreements as such covenants or undertakings affect Noteho1der 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, insolvency or other similar laws n.ow .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 commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or
sha 11 consent to the entry of any order for rede 1 ase of any i nvo 1untary case
under any such 1 aw, or shall consent to the appoi ntment of a recei ver,
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 immediately 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 immediately due and
payable, anything in this Resolution or in the Note contained to the contrary
notwithstanding.
This provision, however, is subject to the condition that if, at any
time after the principal of the Note shall have been so 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 Noteh.o 1 der, and any and a 11 other def au 1 ts known t.o
the Agency (other than in the payment of principal of and interest .on the Note
due and payable solely by reason .of such declaration) shall have been made
good or cured to the satisfaction of the N.oteholder or provision deemed by the
Noteho 1 der 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 dec 1 arat i on and its consequences. However, no such resc i ss i on 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 pr.ovision of this Section 7.01, upon an event
of default relating solely to a single Loan, the Noteholder shall be entitled
to accelerate an amount of principal .on the Note equal to the then outstanding
principal balance of the Promissory Note relating to such Loan, plus related
interest, fees and other charges.
funds ~~~t~~~o~~~~' pr~~)~~a~~~n l~f s~~~~~nU)~~/~~~l~~~iO~pon A~~e ~~i~ ~~ ~~~
dec 1 arat i on of acce lerati on by the Noteh.o lder and all Revenues thereafter
received by the Agency hereunder, shall be transmitted to the Noteholder and
shall be applied by the Noteholder in a manner consistent with Sections 2.02
and 2.03.
Section 7.03. Institution of Le al Proceedin s b Bank. If one or more
of the events of defau t s a appen a e c.on lnulng, e 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 Dela or Omission to Pursue Remed. No delay
.or omission of the Noteholder to exerClse any rlg t or power arlSlng from 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 Noteholders shall c.ontinue 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 t.o be exclusive of any other remedy,
but each and every such remedy shall be. cumulative and shall be in addition to
every other remedy given hereunder or now or hereafter existing at law or in
equity.
Secti.on 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 pr.oceedings or otherwise, pursuant to its rights
hereunder, it shall have full power with respect to the continuance,
discontinuance, withdrawal, compromise, settlement or other disposal .of such
action.
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ART! CLE V I II
MISCELLANEOUS
Section 8.01. Benefits.of Resolution Limited to Parties. Nothing in
this Resolution, 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 covenants and
agreements in this Res.olution contained by or .on behalf of the Agency or the
Bank shall bi nd and inure to the benefi t .of the respective successors and
assigns there.of whether so expressed or not.
Section 8.03. Discharge of Resolution. If the Agency shall pay and
discharge the entire indebtedness on the Note 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, together with applicable 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, t.ogether with the
amounts then on dep.osit in the funds and accounts provided for in Sections
3.02 and 4.02, is fully sufficient to pay the Note, including all principal,
interest and applicable fees and charges;
then the pledge of the Revenues and other funds provided for in this
Resoluti.on 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 m.ore particularly described in
Section 2.02.
Section 8.04. Execution of Documents and Proof of Ownership by
Noteholders. Any request, declaration 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 pr.ovided, the ownership of the N.ote
and the amount and date of holding the same shall be proved by the N.ote
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 for 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 pr.ovided by law.
Section 8.06. N.otice and Demands on Agency. Any notice .or demand which
by any provision of this Resoluti.on is required or permitted to be given or
served to or on the Agency may be given or served by being deposited postage
prepaid in a post office letter box addressed (until another address is filed
by the Agency with the Noteh.o lder) as f.o llows: 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 Res.olution. The Agency hereby declares that it would have
adopted this Resolution and each and every other Section, paragraph, sentence,
clause or phrase hereof and authori¡¡:ed 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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Secti.on 8.08. Effective Date of Resoluti.on. This Res.olution 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: &K,f""'., 6"n:r",¿ .J...,..,..~4 4~4 ~-<~~ ¿---¿;'wf-
NOES:
ABSENT:
Members: /:1~'/,/
Members: ,11/-"
fg~
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EXHIBIT A
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA
SECURED PROMISSORY NOTE
(ARCADE & MARKS)
$
Santa Ana, California
December I, 1981
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public body
c.orporate and politic, duly organized and existing under and pursuant to Part
1 (commencing with Section 33000) of Division 24 .of the Health and Safety Code
of the State of California (the "Agency"), for value received, hereby pr.omises
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 "h.olders"), 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 provided, the principal sum
of Dollars
($ ). together W1 th 1 nterest c.ompute<l on the bas 1S of a 360-day
year and 3U-day month, 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 colTITIercial real estate loans, interest .on which is subject to
federal income taxation, on pr.operties similar in use to those described in
the Project Agreements referenced bel.ow. The Base Rate for the peri.od from
December I, 1981 to December I, 1986 shall be determined as of December I,
1981 and the Base Rate from and after December I, 1986 shall be determined as
of December I, 1986. Interest .only shall be due and payable on the first day
of each calendar month colTITIencing January I, 1982 and continuing through
December I, 1982. Thereafter, installments of principal and interest shall be
due and payable on the first day of each calendar month colTITIencing January 1,
1983 and continuing through December I, 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
December I, 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 amount of such. installments and give Agency notice
thereof between December I, 1982 and December 20, 1982. Bank shall determi ne
the amount of such installments for the period commencing December 1, 1986 and
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shall give Agency notice thereof between December I, 1986 and December 20,
1986.
Notwithstanding the foregoing, if interest on this Note becomes subject
to federal income taxation pursuant to an Official determinati.on (as
hereinafter defined): (a) the rate .of interest .otherwise in effect .on this
Note shall be increased to a rate ("Adjusted Bas i c Rate") per annum equal t.o
one-ha lf percent (.5%) above the Base Rate, determi ned as above prov ided; and
(b) Agency shall forthwith pay t Bank, or its re! istered assigns, for the
period from the Taxable Date (as hereinafter defined) to the effective date .of
the adjustment reuqired by the foregoing sentence an am.ount equal to the
product of (i) the outstanding principal alOOunt of this Note from time t.o time
during such period and (ii) the difference between the Adjusted Basic Rate and
the Basic Rate during such period. If IOOre than one person has been the
h.older of this Note during such period, such amounts shall be all.ocated among
such holders in accordance with the number of days furing which this N.ote was
held by each such holder during such period. Any holder of this Note may
protest or c.ontest 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 h.older here.of 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 pri nc ipa 1 and all such other
alOOunts 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.
The term "Official Determination" shall mean (and for all purposes of
this 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 Note includable in the gross income
of the holder hereof (except to the extent that such interest is s.o includable
because the holder is a "substantial user" of any of the Projects referenced
below or a "related person" as such terms are defined in Section 103 of the
Interna 1 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 gr.oss income of a holder of this Note 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 annum in
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excess of the rate otherwise in effect on this Note. In addition 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 for the payment of public and private
debts.
So long as this N.ote 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 principal. 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 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 be1.ow). Each prepayment shall be applied
to pri nc ipa 1 bu t Agency shall cont i nue to pay i nsta llments in the amounts and
at the times required in this Note 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 reasoab1y certain that any portion of the
principal amount of the indebtedness evidenced hereby will not be used to make
one or more of the Loans contemplated by the Project Agreement. Without
limitation of the foregoing, 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 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 Rehabilitation Act
of 1976, as amended, being Part 10 (commencing with Section 37600) of Division
24 of the Health and Safety Code of the State of California, and to Reso1uti.on
No. 81-142 of the Agency, entitled "A Resolution Authorizing the Issuance of
$670,000 Principal Amount of Conmunity Redevelopment Agency of the City of
Santa Ana Secured Promi ssory Note (Arcade & Mark s) II (the "Reso 1ut ion") adopted
DecerIber 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 located 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 lien 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 sa.id 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 collateral
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
Reso lut i on but such dec 1 arati on and its consequences may be resc i nded and
annuled by the holder hereof as further provided in the Resolution.
Th is Note may be transferred by the ho 1 der hereof by endors i ng hereon
(or on a paper attached hereto) the amount of principal paid hereon as of the
date of transfer. Notification of such transfer shall be promptly given 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 registered owner hereof as the absolute owner hereof f.or- all
purposes.
Any holder of this Note subsequent t.o its original purchaser is hereby
placed on notice of all payments of b.oth principal and of interest on this
Note prior to its transfer to such holder and all such subsequent h.olders
hereby acknowledge that they have ascertained the actual unpaid principal
balance of this Note as of the date of transfer of this Note to them and
hereby release the Agency from all obligati.on 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
required to exist, 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 ard 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
By
Chairman
(S E A L)
ATTEST:
Executive Director