HomeMy WebLinkAbout1981-139 CRA
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COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF SANTA ANA
RESOLUTION NO. 81-139
A RESOLUTION AUTHORIZING THE ISSUANCE OF $695,500
PRINCIPAL AMOUNT OF COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF SANTA ANA
SECURED PROMISSORY NOTE
(200 Bl.ock W. Fourth)
Adopted December 15, 1981
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ARTICLE I
Sect ion 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; Definitions. . . . . .
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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) Ho1der,Noteho1der............
(j) Loans...................
(k) Note. . . . . . . . . . . . . . .
(1) Official Determination. . . . . . . . . .
(m) Participating Parties. . . . . . . . . . .
(n) Permitted Investments. . . . . . . . . . .
(0) Project Costs. . . . . . . . . . .
(p) Projects.................
(q) Promissory Notes. . . . . . . . . . . . .
(r) Purchase Agreement. . . . . . . . . . . .
(s) Revenues. . . . . . . . . . . . .
(t) Sites...................
(u) Supplemental Resolution. . . . . . . . . .
(v) Taxab1eDate...............
Equa1Security.............
Findings... .............
No Limitation.................
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The Note....................
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Authorization.................
Terms of Note. . .
Prepayment of Note.
Execution of Note...............
Transfer of Note. .
Note Mutilated, Lost, Destroyed or Stolen. . .
Note Register. . . . . . . . . . . . . . . . .
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ARTICLE III
Section 3.01
Section 3.02
ARTICLE IV
Section 4.01
Section 4.02
Section 4.03
Section 4.04
Section 4.05
ARTICLE V
Section 5.01
Section 5.02
Section 5.03
. 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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Page
Use of Proceeds of Note. . . . . . . .
Application of Proceeds of Sale of Note. . . .
Historical Rehabilitation Fund. . . . . . . . .
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Revenues; Note Fund. . . . . . . . . . . . . .
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Pledge of Revenues. . . . . . . . . . .
NoteFund...................
Use and withdrawal of Revenues. . . . . . . . .
Deposit and Investment of Moneys in Funds. . .
Assignmentto8ank...............
Covenants of the Agency. . . . . . . . . . . .
PunctualPayment................
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. . . ~ . . . . . . . . . . .
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
by 8ank or Trustee. . . . . . . . . . .
Effect of Delay or Omission to Pursue Remedy. .
RemediesCumulative..............
Control of Proceedings. . . . . . . . . . . . .
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ARTICLE VIII
Section 8.01
Section 8.02
Section 8.03
Section 8.04
Section 8.05
Section 8.06
Section 8.07
Section 8.08
Exhibit A
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Miscellaneous.....;...........
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8enefits of Resolution Limited to Parties. . .
Successor is Deemed Included
in All References to Predecessor. . . . . . . .
Discharge of Resolution: . . . . . . . . . . .
Execution of Documents a~d
Proof of Ownership by Noteho1ders . . . . . . .
waiver of Personal Liability. . . . . . . . . .
Notice and Demands on Agency. . . . . . . . . .
PartiaIInva1idity...............
Effective Date of Resolution. . . . . . . . . .
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Secured Promissory Note. . . . . . . . . . . .
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RESOLUTION NO. 81-139
A RESOLUTION OF THE
COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF SANTA ANA AUTHORIZING THE ISSUANCE OF
$695,500 PRINCIPAL AMOUNT OF COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF SANTA ANA
SECURED PROMISSORY NOTE
(200 Block, W. Fourth)
WHEREAS, the Conmunity Redevel.opment Agency of the City of Santa Ana
(the "Agency") is a redevelopment agency functioning pursuant to Part 1
(conmencing with Secti.on 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 N.o. 81-124, adopted Noverrber 2,
1981, the Agency, with the consent of the City of Santa Ana (the "City")
adopted by reference the historical rehabilitation pr.ogram established by the
City under the Act;
WHEREAS, pursuant to the Act, the Agency has determined to issue its
Secured Pr.omissory N.ote to aid in the financing of the rehabilitation of
historical properties located within the historical rehabilitati.on 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 N.ote in the manner and f.orm 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. Definitions. Unless the context otherwise requires, the
terms defined in subsections (a) thr.ough (v), inclusive, of this Section 1.01
shall, for all purposes of this Resolution, of any Supplemental Res.olution and
of any certificate, .opinion or other document herein menti.oned, have the
meanings ascribed t.o such terms in subsections (a) through (y).
(a) Act. "Act" means the Marks Historical Rehabilitation Act of
1976, as amended:t)eing Part 10 (collll1encing with Section 37600) of Division 24
of the Health and Safety C.ode of the State of California.
"Agency" means the COllll1unity Redevelopment Agency of
(b) Agency.
the City of Santa Ana.
(c) Agreements. "Agreements" means those certain three
agreements, entitled "Project Agreement", dated as of December I, 1981,
between the Agency and the respective Participating Parties pertaining,
respectively, to Pr.oject 3A, and Project 3B.
(d) Bank. "Bank" means Wells Fargo Bank, Nati.onal Association,
the .original purchaser of the N.ote.
(e) Certificate of the A enc Written Re uest of the A enc .
"Certificate of t e Agency" an "Written Request 0 the Agency" mean,
respectively, a written 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. "Deeds of Trust" means the respective deeds
of trust, from the respective Participating Parties to the Bank, executed and
delivered pursuant to the respective Agreements.
(g) Federal Securities. "Federal Securities" means United States
Treasury n.otes, b.onds, 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 t.o a trust
or trusts for which any executive department, agency or instrumentality of the
United States (or the head thereof) has been named t.o act as trustee, all 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
m.oneys 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; Noteholder. "H.older" or "Noteholder" 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
rehabi 1 itation of the Projects on the Sites pursuant to the Agreements and
evidenced by the Pr.omissory Notes.
(k) Note. "Note" means the Community Redevelopment Agency of the
City of Santa Ana Secured Promissory N.ote (200 Block W. Fourth), 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
statut.ory notice of deficiency, .or ruling by the Internal Revenue Service or a
ruling by any court of competent jurisdicti.on, 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 t.o the extent that
such interest is so includable because the h.older is a "substantial user" of
any of the Projects referenced below or a "related person" as such terms are
defind in Section 103 of the Internal Revenue C.ode 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 s.ource and secured in
the same manner as are all .other .obligations evidenced hereby.
(m) Participating Parties. "Participating Parties" means with
respect to Project 3A, the Old Pacific Building, Inc., and with respect to
Project 3B, Joseph G. Elias and Ruth Elias.
(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 $5,000,000.
(0)
"Project Costs" means, .with respect to each
Project,
Proj ect Costs.
(i) the amount required t,o pay the interim construction
loan obtained by the Participating Party f.or said Project provided that the
Participating Party certifies t.o the Agency that the proceeds of the interim
construction loan were used by the Participating Party for;
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(A) obligations of the Participating Party incurred for
lab.or 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 contract b.onds and of insurance of all
kinds that may be requi red 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 up.on
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 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.
(i i) all costs and expenses incurred by the Agency in
c.onnection with the determination as to the feasibility or practicability of
undertaking the Project, and in c.onnection with the administration and
supervisi.on of the Pr.oject 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 Note, 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 3A and Project 3B.
"Project 3A" means the rehabilitation of the properties located at 225
Broadway, which properties are owned by the Old Pacific Building, Inc..
"Project 3B" means the rehabiliation of the properties located at 209/213 West
Fourth Street, which properties are owned by Joseph G. Elias and Ruth Elias.
(q) Promissory Notes. "Promissory Notes" means the notes executed
by the respective Participating Parties evidencing and securing the repayment
of the respective L.oans pursuant to the respective Agreements.
(r) Purchase Agreement. "Purchase Agreement" means that certain
Purchase Agreement dated December 15, 1981, pursuant to the terms of which the
Bank agrees to purchase the Note from the Agency and the Agency agrees to sell
the N.ote to the Bank.
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(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 Projects, including without
limitation all Loan payments and prepayments there.of and other amount received
from the respective Participating Parties pursuant to the Agreements and the
Pr.omissory N.otes, 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 to
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 Project 3A is
l.ocated, as more particularly described in the Agreement pertaining to Project
3A; and the premises upon which Pr.oject 3B is l.ocated as more particularly
described in the Agreement pertaining to Pr.oject 3B.
(u) Supplemental Resoluti.on. "Supplemental Resolution" means any
resolution then in full f.orce and effect which has been duly adopted by the
Agency at a meeting of the there.of 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 ld1ich
interest payable on the Note is includable in the gross inc.ome .of a Noteholder
by reason of an Official Determination.
Section 1.02. Equal Security. In considerati.on of the acceptance of
the Note by the Bank and by all who shall hold the smae fr.om time t.o 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 to be performed on behalf of the Agency shall be
for the benefit, security and protection .of all Holders of the Note without
preference, priority or distinction, for any cause whats.oever, except as
expressly pr.ovided therein or herein.
Secti.on 1.03. Findings. Pursuant to Health and Safety Code Section
37629, the Agency hereby finds that the Loans to be made from the pr.oceeds 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. No Limitation. The provisions .of this Resolution are not
intended to limit the provisions 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 Agreement (as
referenced in the Agreements and referenced to herein as the "Collateral
Agreements"), 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 Note in the aggregate principal amount
of Six Hundred Ninety Five Thousand Five Hundred Dollars ($695,500) is hereby
authorized to be issued by the Agency under and subject to the terms of this
Resoluti.on and the Act. This Res.olution constitutes a continuing agreement
with the Holder of the N.ote 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
t.o make the Loans to the Participating Parties f.or the purpose .of Financing of
the Projects pursuant to the Agreements. The Note shall be designated the
"Community Redevelopment Agency of the Agency of Santa Ana Secured Promissory
N.ote (200 Block W. Fourth)."
Secti.on 2.02. Terms of the Note. The Note shall be dated as of
December 1, 1981, and shall be issued as a single fully registered Note,
with.out 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 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 commercial real estate loans, interest on which is subject to federal
income taxation, on properties similar in use to those described in the
Project Agreements referenced bel.ow. The Base Rate for the period from
December 1, 1981 to December 1, 1986 shall be determined as of December 1,
1981 aAd the Base Rate from and after December 1, 1986 shall be determined as
of December 1, 1986. Interest only shall be due and payable on the first day
.of each calendar month commencing 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 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 t.o
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
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 there.of between December 1, 1982 and
December 20, 1982. Bank shall determine the amount of such installments for
the period corrmencing December 1, 1986 and shall give Agency notice thereof
between December 1, 1986 and December 20, 1986.
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Notwithstanding the foregoing, if interest on this Note bec.omes subject
to federal income taxationpursuant 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 to Bank, or its registered assigns, for the
peri.od fr.om the Taxable Oate (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 perio and (ii) the difference between the Adjusted Basic Rate and
the Basic Rate during such period. If more than one pers.on has been the
h.older of this Note during such period, such amounts shall be allocated among
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 Note may
protest or contest any Official Determination. If an Official Determination
is protested or contested, interest shall c.ontinue to be payable at the
Adjusted Basic Rate while such pr.otest .or contest is pending. If such pr.otest
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 t.o Agency.
Without in any way limiting the survival of any other provision of this N.ote,
Agency hereby expressly agrees that the .obligations i""osed 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 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 shall pay upon demand a reas.onble rate, fee or collection charge not
exceeding four percent (4%) of such principal am.ount.
All principal, interest and other amounts payable on the N.ote shall be
payable in lawful money of the United States of America at the principal
office of the Bank in Santa Ana, Calif.ornia, .or at such address as any
subsequent Holder .of the Note shall file with the Agency.
So l.ong as the N.ote is n.ot 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 penalty or premium, on any installment due date
upon thirty (30) days' prior written n.otice to the holder of this N.ote. The
Note shall be prepaid concurrently with and t.o 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
reasoably 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
re~ult 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 Agreement or (b) any Agreement or Conmitment, as defined in an
Agreement, terminates or expires prior t.o 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 Chainnan 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
t.o 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 Note to the
Bank.
Secti.on 2.05. Transfer of Note. The Note may be transferred by the
Holder thereof by endorsing thereon (or on a paper attached thereto) the
amount of principal paid there.on as of the date of transfer. Notificati.on of
such transfer shall be promptly given t.o 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 N.ote
shall become mutilated, the Agency, at the expense of the owner of the Note,
shall execute and deliver, a new Note of like tenor in exchange and
substitution for the Note so mutilated, but only up.on surrender to the Agency
.of the N.ote s.o mutilated. Every mutilated Note so surrendered to the Agency
shall be cancelled by it. If the Note shall be lost, destroyed or stolen,
evidem;e 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 N.ote,
shall execute and deliver, a new Note of like tenor in lieu of and in
substitution for the N.ote s.o 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 N.ote 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 books for the registration 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 CI,.E 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 deposited as follows:
(a) The Agency shall deposit int.o the Note Fund established
pursuant to Section 4.02 any accrued interest or premium received on the sale
of the Note.
(b) The Agency shall dep.osit into the Hist.orical Rehabilitation
Fund established pursuant to Section 3.02 the remainder of said proceeds.
Section 3.02. Historical Rehabilitation Fund. There is hereby created a
fund to be designated the "CollUßunity Redevelopment Agency of the Agency of
Santa Ana Secured Promiss.ory Note (200 Block W. Fourth) 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 3A
Account" and the "Project 3B Account". F.ollowing delivery of the Note and
deposit of the proceeds thereof int.o the Historical Rehabilitation Fund, the
Agency shall transfer $345,500 thereof to the Project 3A Account to be applied
t.o the payment of Project Costs in accordance with the terms of the Agreement
relating to Project 3A; and shall transfer $350,000 thereof to the Pr.oject 3B
Account to be applied t.o the payment of Project Costs in accordance with the
terms of the Agreement relating to Project 3B. With the consent of the Bank,
the Agency may transfer monies from ooe 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 appr.opriately modified.
After payment of all Project Costs payable from the Hist.orical
Rehabilitation Fund or pr.ovision satisfactory to the Agency having 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 Rehabilitation
Fund will not be used to make all or any portion 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 first day of the
month next following the date of transfer.
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ARTICLE IV
REVENUES; NOTE FUND
secur~e~~i~nfi~'~t1.ple~~:d~:hiO:h ~~~halih:e Pea::e~nt~/~n t~~e N~::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 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 to or on a parity
with the Note, h.owsoever denominated, payable in whole or in part fr.om the
Revenues until the Note has been paid and retired or provision made therefor.
The Note shall be a special obligation 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 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 N.ote 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 N.ote.
Section 4.02. Note Fund. There is hereby created a special fund to be
designated the "Colll11unity Redevelopment Agency of the City of Santa Ana
Secondary Promissory N.ote (200 Block W. Fourth) Note Fund" (herein referred t.o
as the "N.ote 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 Noteholders. 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 N.ote Fund solely for the purpose of
payment of pri nc ipa 1 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 pr.ovided for, and this Resolution
has been discharged and satisfied, the Agency shall deposit any am.ounts
remaining in the Note Fund in its general funds, unless such amounts pr.operly
belong t.o 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 co~any authorized to accept
deposits of trust funds (including the banking department of the Bank) and, as
and to the extent required by law, 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 to be paid out hereunder. All interest .or gain received on or
prior to Decenter I, 1982, shall be deposited in the Note Fund and shall be
used for the payment of interest due on the Note on and prior to Decenter I,
1982. All interest or gain received after Decenter I, 1982, shall be
deposited in th~ 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 t.o 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 Pr.omissory Notes 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 of. 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 C.ollateral 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 Resoluti.on, and it will faithfully
.observe and perform all of the conditions, c.ovenants and requirements of this
Res.olution and .of the Note. Nothing herein contained shall prevent the Agency
from making advances of its own moneys h.owsoever derived to any of the uses or
purposes referred to herein.
Section 5.02. Against Encumbrances. The Agency will not encumber,
pledge or place any charge or lien upon any of the Revenues, except as
permitted by this Resolution, in favor of the Noteholder.
Section 5.03. Preservation of Revenues; Amendment of Agreements,
Promi ssory N.otes and Deeds of Trust. The Agency shall cause to be collected
promptly all am.ounts due fr.om 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
N.otes and the Deeds of Trust. Without the written c.onsent of the Bank, the
Agency shall not amend, modify or terminate, or agree or consent to amend,
modify or terminate, the Agreements, the Promissory Notes or the Deeds of
Trust and related collateral document; but, with the written consent of the
Bank, the Agency may consent to amendments or modifications thereof.
Section 5.04. C.ompliance with Res.olution. The Agency shall not issue,
.or permit t.o be issued, 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 Res.olution, but
shall faithfully observe and perform all the covenants, conditions and
requirements hereof.
Section 5.05. Further Assurances. The Agency will ad.opt, 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 provided 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 Holder of the N.ote 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.
Section 6.02. Effect.of Supplemental Resolution. From and after the
time any Supplemental Resolution 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
Res.olution of the Agency and the Holders of the Note shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such
IJ1C)difications 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 Resoluti.on for any and all purp.oses.
Section 6.03. Endorsement or Replacement of N.ote 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 notati.on, by endorsement or
otherwise, to reflect such action. In that case, upon demand of the Holder .of
the Note and presentati.on of the Note for that purpose at the office of the
the Agency, a suitable n.otation shall be made on such N.ote by the Agency. -The
Noteholder may determine that a new Note, so modified as in the opinion of the
N.oteholder is necessary to conform t.o such action, shall be prepared, executed
and delivered. In that case, upon demand of the Holder of the Note, such new
Note shall be exchanged at the office of the Agency, without cost t.o 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 fo110wlng 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 ()II the Note 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
Note 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 Noteho1der;
(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 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 unstayed and in effect f.or
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 lase of any i nvo 1untary case
under any such law, or shall consent to the appointment of a receiver,
1iquidat.or, assignee, trustee, custodian, sequestrator (or similar official)
.or the tak i ng possess i on of any such offic ia 1 or any sub stant ia 1 part of its
property, or shall make any general assignment for the benefit of creditors,
.or shall fail genera lly 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 illl11ediately 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 inmediately, 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 provision, h.owever, 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 dec.ree for the payment .of the monies due
and payable shall have been obtained or entered, there shall have been
deposited with the N.oteholder 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 related fees and other charges and the reas.onable
expenses .of the Agency and Noteholder, and any and all other defaults known to
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 Noteholder or provisi.on deemed by the
Noteholder to be adequate shall have been made therefor, then, and in every
such case, the Noteholder, by written notice t.o the Agency, may rescind and
annul such declaration and its consequences. However, no such rescission and
annulment shall extend to or shall affect any subsequent default, or shall
impair or exhaust any right or power c.onsequent thereon.
N.otwithstanding any other provision of this Section 7.01, upon an event
.of default relating solely to a single L.oan, the N.oteholder shall be entitled
to accelerate an amount of principal on the Note equal t.o the then outstanding
principal balance .of the Promiss.ory Note relating to such loan, plus related
interest, fees and other charges.
Section 7.02. Application.of Funds Upon Acceleration. All money in the
funds and accounts provided for in Section 3.02 and 4.02 upon the date of the
declaration of acceleration by the Noteholder 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 Legal Proceedings by Bank. If one or more
of the events .of default shall happen and be continuing, the Noteholder 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 to Pursue Remedy. No delay
or omission of the Noteholder to exercise any right or power arising from any
default shall impair any such right or power or shall be construed t.o be a
waiver of any such default or acquiescence therein, and every power and remedy
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given by this Article VII t.o 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 Noteh.older shall be restored to
their former positions and rights hereunder; and all remedies, rights and
powers of the Agency and the Noteho 1 ders shall continue as though n.o such
pr.oceedings 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 t.o
every .other remedy given hereunder or now 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
acti.on, by judicial proceedings 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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ARTICLE VIII
MISCELLANEOUS
Section 8.01. Benefits of Resolution Limited to Parties. Nothing in
this Reso1uti.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 Reso1uti.on. Any covenants, stipulations,
promises or agreements in this Resolution 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. Success.or is Deemed Included in All References to
Predecessor. Whenever in this Resolution or any Supplemental Resolution
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 Resolution c.ontained 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 s.o expressed or n.ot.
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
f.ollowing ways:
(a) by well and truly paying or causing t.o 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
Noteh.o1der, in trust, at .or before maturity, m.oney which, together with the
amounts then on deposit in the funds and accounts provided f.or 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
Resolution and all other obligations of the Agency under this Resolution with
respect to the Note sha 11 cease and termi nate, 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
Noteho1ders. Any request, declaration or other instrument which this
Resolutlon may require or permit t.o be executed by Noteho1ders 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 holding the same shall 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 personally 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 e~loyee fr.om the
performance of any official duty provided 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 p.ost office letter b.ox addressed (until another address is filed
by the Agency with the Noteholder) as follows: Executive Direct.or,
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 Resoluti.on shall for any reason be held illegal or
unenf.orceable, such holding shall not affect the validity of the remaining
portions of this Resolution. The Agency hereby declares that it w.ould have
ad.opted 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 Resoluti.on 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: &,:r.{."" ¿f';,,/,.1 J,.//".>,., #......,¡.., //c ~'?""'!- ¿ ",,",,_ð""!1-
NOES:
ABSENT:
Members: ~"f,/
Members: ,#",. t:
¿¿1J~
Chairm~
~
Execut've irector
ft- .;L
~ w c.¡!:L
<Öl - 139
APPROVED AS TO FORM:
~¿/th
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EXHIBIT A
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA
SECURED PROMISSORY NOTE
(200 BLOCK W. FOURTH)
$
Santa Ana, California
December 1,1981
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a pub1 ic 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 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 N.orth 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
($ ), together wi th interest c()!JIputed on the bas i s of a 360-day
year and 30-day month, 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 determined). "Base Rent" shall mean that rate of interest charged
by Bank on c.ommercia1 real estate loans, interest on which is subject to
federal income taxation, on properties similar in use to those described in
the Project Agreements referenced below. The Base Rate for the period from
December I, 1981 to December I, 19B6 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 commencing 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 commencing January I,
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 I, 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 I, 1982, in 360 equal monthly installments; provided
that the amount of such installments shall be subject to adjustment, as
necessary, on December I, 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 determine
the am.ount .of such installments for the period c.ommencing December I, 1986 and
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shall give Agency n.otice thereof between Decerrtler 1, 1986 and December 20,
1986.
Notwithstanding the foregoing, if interest .on this Note becómes subject
to federal inc.ome taxationpursuant 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 to 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 perio 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 peri.od. Any holder of this Note may
pr.otest .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 c.ontest 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 owi ng hereunder, or if such pri nc ipal and all such other
amounts have been paid in full, such excess shall be refunded to Agency.
With.out 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 N.ote 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 t 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 h.older is a "substantial user" of any of the Projects referenced
below or a "related person" as such terms are defind 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 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 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 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 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 t.o 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 t.o 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 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 foreg.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 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.
"'[his Note is issued pursuant to the Marks Historical Rehabil itation 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 Resolution
No. - of the Agency, entitled "A Resolution Authorizing the Issuance of
$ Principal Amount of Community Redevelopment Agency of the City
of Santa Ana Secured Promi ssory Note ( )"
(the "Resolution") adopted December IS, 19B1, for the purpose of providing
funds pursuant to the Project Agreement(s) described in the Resolution for the
making of Loan(s) to certain Participant(s) described in the Project
Agreement(s) 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 N.ote, to all of
the provisions of which the registered owner of this Note, by acceptance
here.of, c.onsents and agrees.
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th i s Note and the interest and .other charges hereon are payable from,
and are secured by a charge and lien on, certain Revenue and collateral 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 n.ot
a debt of the City of Santa Ana, the State of California, or any of its
political subdivisions and neither said City, said State, nor 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 Revenue 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 N.ote 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
Resolution but such declaration and its c.onsequences may be rescinded and
annuled by the holder hereof as further provided in the Res.oluti.on.
This Note may be transferred by the h.older here.of by endorsing hereon
(or .on a paper attached hereto) the amount of principal paid here.on as of the
date of transfer. Notification of such transfer shall be promptly given t.o
the Agency f.or entry on the Note register maintained by the Agency pursuant t.o
the Resolution, of the name and address of the transferee. The agency may
treat the registered 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 pri or to its transfer to such holder and all such subsequent h.o lders
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 fr.om all obligation as to all principal and interest
paid by the Agency prior t.o 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 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.
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
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this Chairman and its Executive Director, and its seal to be reproduced
hereon, and this Note t.o be dated December 1,1981.
COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF SANTA ANA
By
Chairman
(S E A L)
ATTEST:
Executive Director
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