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RESOLUTION NO. 80-70
A RESOLUTION OF THE COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF SANTA ANA AUTHORIZING
THE CHAIRMAN OF THE COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF SANTA ANA TO EXECUTE
AN AGREEMENT FOR ACQUISITION OF REAL PROPERTY
BETWEEN THE AGENCY AND ALYN BRANNON AND
CAROLYN H. BRANNON
BE IT RESOLVED by the Community Redevelopment
Agency of the City of Santa Ana'as follows:
1. The Chairman of the Community Redevelopment
Agency of the City of Santa Ana is hereby authorized to
execute on behalf of the Agency that certain agreement
enti tIed "Agreement for Acquis i tion of Real Property," form
dated 5/28/76, between the Agency and Alyn Brannon and
Carolyn H. Brannon, copies of which are on file in the
office of the Executive Director of the Agency and to which
reference is hereby made for full particulars.
2. The Executive Director of the Agency is
hereby authorized to take all steps, and to sign all
documents and instruments necessary to implement and carry
out the Agreement on behalf of the Agency.
ADOPTED this 16thdayof
the following vote:
, 1980, by
June
AYES:
MEMBERS: Bricken, Griset, Luxembourger, Serrato,
Yamamoto
MEMBERS: Markel
NOES:
ABSENT:
MEMBERS: Ward
ATTEST:
'WU
CHAIRMAN
APPROVED AS TO FORM:
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ATTACHMENT
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- Santa Ana City Employees
Credit Union Development Site
~HHHHl Alyn & Carolyn H, Brannon Prop.
A.P, 008-111-05,10
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NOTE- ASSESSOR'S BLOCK 8
, PARCEL NUMBERS
SHOWN IN CIRCLES
SSESSOR's MAP
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WELLS FARGO BANK
NATIONAL ASSOCIATION
ORIGINAL
Santa Ana Office
P.O. Box 6069
2323 North Broadway
Santa Ana, California 92706
Community Redevelopment Agency
of the City of Santa Ana
20 Civic Center Drive
Santa Ana, California 92701
Gentlemen:
Reference is hereby made to your Notice Inviting Bids
on $800,000 Promissory Note published June 6, 1980 (the "Notice")
and our prior letters to you dated April 25, 1980 (the "Commitments
to Bid") relating to two promissory notes to be offered by you
at public sale in the aggregate principal sum of $800,000.
5ubject to the terms and conditions set forth herein
and the terms and conditions of the Commitments to Bid (except
to the extent expressly modified herein), the undersigned hereby
offers to purchase at par, within 30 days after the satisfaction
of all such terms and conditions, a single promissory note issued
by you payable to the order of the undersigned in the principal
sum of $800,000.00 bearing interest at a rate per annum of 8.7
percent. Such promissory note shall be in substantially the
form of the promissory note attached hereto as Exhibit A, with
such changes therein as shall be mutually agreeable.
Except for the fact that we are offering to purchase
one promissory note in the principal amount of $800,000 rather
than two promissory notes aggregating such amount, as contemplated
by the Commitments to Bid, and except for the change in interest
rate from 10 percent per annum to 8.7 percent per annum, all
terms and conditons set forth in the Commitments to Bid are herein
incorporated by reference and shall remain in full force and
effect and be applicable to this offer in 'the same manner as if
we were offering to purchase two promissory notes, as contemplated
therein. In addition, this offer is expressly subject to your
satisfying or causing to be satisfied no later than June 25, 1980,
the following conditions:
1.
You shall have executed and delivered, and caused
the Borrowers described in the Commitments to Bid
to have executed and delivered an acceptance of the
terms and conditions of the Commitments to Bid,
as expressly modified hereby.
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EXHIBIT A
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2.
You shall have paid the fees referred to in
Paragraph E of both Commitments to Bid.
3.
You shall have executed and delivered, and caused
the Borrowers described in the Commitments to
Bid to have executed and delivered, an acceptance
of the terms and conditions of this letter.
Without limitation of any of the provisions of the
Commitments to Bid or this letter, the offer evidenced hereby
is expressly conditioned upon our receipt of favorable written
rulings from the Internal Revenue Service regarding the trans-
actions contemplated by this letter and the Commitments to Bid
and of the opinions of counsel referred to in the Commitments
to Bid in form and substance satisfactory to us and our counsel.
We shall have no obligation to purchase your note if
all terms and conditions thereto have not been satisfied on or
before September 1, 1980.
Very truly yours,
Wells Fargo Bank, N.A.
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The undersigned hereby accepts the foregoing and agrees to be
bound by the terms and conditions therein set forth.
Dated:
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COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF SANTA ANA
By
Its
The undersigned hereby accepts the foregoing and agrees to be
bound by the terms and conditions therein set forth.
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EXHIBIT A
SECURED PROMISSORY NOTE
San Francisco, California
$800,000.00
June 16
, 19.J!...0
FOR VALUE RECEIVED, the undersigned promises to pay to
the order of WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank"), at
its Santa Ana office, 2323 North Broadway, Santa Ana, California,
or at such other place as may be designated in writing by the
holder of this note, and at the times herein specified, the
principal sum of EIGHT HUNDRED THOOSAND.AND no/100ths DOLLARS
($800,000.00) with interest on all principal advanced hereunder
from the date above stated at the rate of eiqht 7/lOper centum
8.70 %) per annum (computed and charged on the basis of a
365-day year).
(a)
Insofar as $150,000 of tþe proceeds of the loan
evidenced by this note are intended to be used for the funding
of a Qualified Take-Out Loan (as hereinafter defined) in the
amount of $150,000 to Steven J, Keiser and Paula B, Keiser
("Keiser Loan"), as described in a certain commitment letter
("Keiser Commitment Letter") from Bank dated April
, 1980:
Interest only on $150,000 of the principal amount of this note
shall be payable semi-annually from the date of this note to the
Keiser Funding Date (as hereinafter defined) and on the Keiser
Funding Date, and thereafter both principal and interest on said
amount of $150,000 shall be payable in twenty (20) equal semi-
annual installments of
Seven Thousand Three Hundred Sixtv-
Eight Dollars and 72/100*************************
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dollars ($ 7,368.72**
) commencing with and measured from the
first day of the seventh calendar month after the Keiser
Funding Date.
The balance of said principal sum of $150,000
and all interest and charges then owing thereon shall be due
and payable on the first day of the calendar month following the
tenth anniversary of the Keiser Funding Date,
(b)
Insofar as $650,000 of the proceeds of the loan
evidenced by this note are intended to be used for the funding
of a Qualified Take-Out Loan in the amount of $650,000 to Harry
and Evelyn Greenberg ("Greenberg Loan"), as described in a
certain commitment letter ("Greenberg Commitment Letter") from
Bank dated April 25, 1980:
Interest only on $650,000 of the
principal amount of this note shall be payable semi-annually
from the date of this note to the Greenberg Funding Date (as
hereinafter defined) and on the Greenberg Funding Date, and
thereafter both principal and interest on said amount of $650,000
shall be payable in twenty (20) equal semi-annual installments
of
Thirty-One Thousand Nine Hundred Thirty-One Dollars and
22/100********************************** dollars ($31.931.22~
commencing with and measured from the first day of the seventh
calendar month after the Greenberg Funding Date,
The balance
of said principal sum of $650,000 and all interest and charges
then owing thereon shall be due and payable .on the first day of
the calendar month following the tenth anniversary of the
Greenberg Funding Date,
So long as this note is not in,default, e4ch install-
ments 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
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continuing, the holder hereof may apply payments in its election
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to principal or interest,
All payments shall be in lawful
money of the United States of America.
As used herein, the
term "Keiser Funding Date" shall mean the date on which the
undersigned funds the Keiser Loan and the "Greenberg Funding
Date" shall mean the date on which the undersigned funds the
Greenberg Loan.
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,
This note shall be prepaid concurrently with and to the extent
of any prepayment on any Borrower Note (as hereinafter defined),
.
Each such prepayment shall be applied to principal but the
undersigned shall continue to pay installments in the amounts
and at the times required in this note until principal and
interest on this note are paid in full.
Nothing herein
shall be deemed to prohibit the application to this note of the
proceeds of any payment received on an~ Borrower Note.
All
such proceeds so applied shall be applied to principal and
interest owing on this note in the same proportions and order
as were the corresponding payments on such Borrower Note,
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If any installment is not paid within fifteen
(15) days from the date it is due, the undersigned promises to
pay upon demand a reasonable late fee or collection charge not
exceeding four percent (4%) of the unpaid amount,
1,
This note is issued (a) pursuant to (i) that
certain letter of interest ("Letter of Interest") from Bank to
the undersigned dated September 24, 1979 (subject to such
modifications therein as are in Bank's view consistent with the
understanding between Bank and the undersigned that the under-
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signed is to make the Qualified Take-Out Loans directly rather
than through an intermediary lender), and (ii) the Keiser and
Greenberg Commitment Letters (collectively, the "Commitment
Letters") and (b) in contemplation of the funding by .the
undersigned of the Qualified Take-Out Loans (as defined in the
Commitment Letters),
All warranties and covenants of the
undersigned pursuant to the Letter of Interest and the Commit-
ment Letters are hereby confirmed,
The undersigned further
warrants and. covenants to Bank and any subsequent holder hereof
that the proceeds of the sale of this note shall, pending their
use in funding the Qualified Take-Out Loans, be invested in
Permitted Investments (as hereinafter defined), which Permitted
Investments shall be pledged to secure this note pursuant to
the Pledge Agreement ("Pledge Agreement") dated the date hereof
between the undersigned and Bank,
Notwithstanding the foregoing,
it is understood and agreed that all proceeds, whether direct
or indirect, of the sale of this note by the undersigned to
Bank shall, at all times prior to the funding by the undersigned
of the Qualified Take-Out Loans pursuant to the terms hereof,
be and remain subject to the Pledge Agreement and all rights of
Bank thereunder,
(a)
"Permitted Investments" as used herein
shall mean direct obligations of the United States or one of
its agencies and direct obligations of commercial banks (in-
eluding Bank) with paid-in capital and surplus in excess of
$500 million,
(b)
The interest rate on Permitted Investments
shall be greater than the interest rate on this Note, but shall
be no more than the maximum interest rate allowable under the
arbitrage rules contained in Section 103 of the Internal Revenue
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Code of 1954, as amended, and regulations issued thereunder, as
in effect from time to time (provided that in the event of
disagreement regarding interpretation or construction of the
above rules, Bank's interpretation or construction shall
prevail and be binding).
(c)
Permitted Investments in an amount equal to
each Qualified Take-Out Loan shall mature on or before the
funding of such Qualified Take-Out Loan,
A Permitted Investment
shall not be sold or otherwise disposed of at a price or for
consideration below its acquisition cost without Bank's written
consent.
(d)
Any excess proceeds from the undersigned's
sale of this note remaining after funding of each Qualified
Take-Out Loan shall be paid immediately upon such funding to
the holder hereof in reduction of the principal hereof and
interest accrued hereon to the date of payment on the amount of
principal so paid,
To the extent that the Keiser Loan or the
Greenberg Loan is in an amount less $150,000 or $650,000,
respectively, the portion of such amount not advanced shall be
deemed excess proceeds,
In addition, to the extent, if any,
that any Qualified Take-Out Loan is not funded on or before
March 31
, 1981, amounts then invested in Permit-
ted Investments shall be -excess proceedsft within the meaning of
the preceding sentence and shall be immediately applied in
reduction of the principal hereof and interest accrued hereon as
in this paragraph provided,
2,
ftBorrower- as used herein shall refer collec-
tively to the recipient or recipients of a Qualified Take-Out
Loan,
ftBorrower Noteft as used herein shall refer to the
promissory note of Borrower evidencing that Borrower's respec-
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tive Qualified Take-Out Loan and any note taken in renewal,
substitution or extension thereof,
The use by the undersigned
of that portion of the proceeds of its sale of this note
intended for funding of each Qualified Take-Out Loan-is
conditioned upon the satisfaction of the following requirements:
(a)
The outstanding principal balance of such
Qualified Take-Out Loan at the date of purchase shall not
exceed eighty percent (80%) of the appraised fair market value
of the rehabilitated property after completion of the contem-
plated rehabilitation, as determined by an appraiser satisfac-
tory to Bank.
(b)
This note shall, contemporaneously with the
funding of such Qualified Take-Out Loan, be secured by a written
assignment (herein called "Assignment of Deed of Trust") in
form and substance satisfactory to Bank of the corresponding
Borrower Note and the deed or deeds of trust, any assignments
of leases and any security agreements securing the same, being
acquired with the proceeds of purchase of this note.
(c)
The work of rehabilitation on the property
described in the deed of trust securing such Borrower Note:
(i)
Shall have been completed pursuant to
an Owner-Participation Agreement with the undersigned to
implement the undersigned's redevelopment plan and the
undersigned shall have so certified to Bank; and
(ii )
Shall have been completed substantially
in accordance with applicable building codes and plans ~nd
specifications approved by Bank, as evidenced by a notice
of completion, a certificate of occupancy (if appropriate),
a certificate of an architect or other professional
acceptable to Bank, and/or such other reasonable evidence
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of completion in accordance with approved plans and
specifications and compliance with building code require-
ments as Bank may require.
(d)
An ALTA lender's title insurance policy
shall have been issued by a responsible title insurer acceptable
to Bank in an amount at least equal to the outstanding principal
amount of the corresponding Borrower Note on the date of assign-
ment thereof as security for this note, which title insurance
policy shall contain appropriate mechanics' lien and other
endorsements required by Bank and shall evidence merchantable
title to the rehabilitated property in the Borrower's name free
and clear of all liens and encumbrances, except for liens
securing current real estate taxes and assessments not yet due
and payable, the lien of the deed of trust securing £uch
Borrower Note, and such other liens and encumbrances as may
have been expressly approved in writing by Bank, and said title
insurance policy shall have been endorsed to evidence the
priority of the above deed of trust and to insure the interest
of the holder of such Borrower Note and assignees of such
holder.
(e)
Such Qualified Take-Out Loan shall include
only:
Advances reasonably necessary to pay the cost of the
contemplated work of rehabilitation; related architectural and
other professional fees; acquisition costs; charges for con-
struction financing; loan fees and charges; insurance premiums;
and other reasonable costs, fees or charges (including the
undersigned's costs, fees, and charges not to exceed three
percent of the amount of the corresponding Borrower Note)
related to rehabilitation of the property described in the deed
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of trust or related to the undersigned's rehabilitation program
of which rehabilitation of such property is a part.
(f)
The corresponding Borrower Note shall be in
form and substance satisfactory to Bank and shall be secured by
a deed or deeds of trust and such assignments of leases and
security agreements, all covering such property of the Borrower,
as Bank shall require, and all in form and substance satisfac-
tory to Bank and otherwise documented in a manner satisfactory
to Bank,
(g)
The difference between the interest rate
specified herein and the per-annum rate on such Borrower Note
shall not, while such Borrower Note is held by the undersigned,
exceed the maximum interest rate allowable in order to comply
with arbitrage rules contained in Section 103 of the Internal
Revenue Code of 1954, as amended, and regulations issued
thereunder, as in effect from time to time; such Borrower Note
shall provide, however, that if such Borrower Note is disposed
of by the undersigned in connection with an event of default
described in subparagraph (j) below, the 'interest rate charged
to the Borrower shall, at the option of any subsequent holder
of such Borrower note, be increased to the prevailing rate
charged by such holder on similar loans at the time of such
disposition, effective upon exercise of such option,
In the
event of disagreement regarding interpretation or construction
of the arbitrage rules described above, the Bank's interpreta-
tion or construction shall prevail and be binding,
The principal
outstanding on such Borrower Note shall be amortized in equal
monthly payments over 25 years, but the final payment, in the
amount of the entire unpaid principal balance together with
interest accrued thereon, shall be due and payable ten years
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after the fìrst day of the month following the undersigned's
funding of such loan.
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(h)
Such Borrower Note shall have an outstanding
principal balance of not less than $75,000 at the date it is
funded by the undersigned,
(i)
The payment schedule for such Borrower
Note shall be adequate to service payments of principal and
interest on a corresponding portion of the principal amount of
this note as they respectively fall due.
Such Borrower Note
shall require the Borrower to deposit with the holder thereof
an amount equal to one monthly installment of principal and
interest on such Borrower Note, which deposits shall be pledged
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as security for all of Borrower's obligations in respect of
such Borrower Note and the security therefor.
(j)
Any determination by an administrative
agency of the United States or of any state, or by any court,
of competent jurisdiction, which determination is or has become
not subject to further administrative or judicial appeal or
contest, that the undersigned lacks or 'lacked authority to
issue this note or make such Qualified Take-O~t Loan, respec-
tively, shall constitute an event of default on this note.
(k)
Such Qualified Take-Out Loan shall be
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serviced by a qualified mortgage lender (which may be Bank or
an affiliate thereof), and upon terms, satisfactory to Bank,
(l)
The corresponding Borrower Note shall
contain a covenant by the Borrower that the aggregate outstand-
ing principal amount of funding made in whole or in part
(whether by loan or lease) directly or indirectly to such
Borrower, any lessee or lessees of such Borrower, and any
person or persons "related" to such Borrower or lessees (within
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the meaning of Section 102(b)(6)(C) of the Internal Revenue
Code of 1954, as amended), provided from the proceeds of
obligations, interest on which is exempt from federal income
tax under Section 103(a) of the Code or which would be so
exempt but for the provisions of Section 103(b)(6)(B) of the
Code, shall not at any time (without Bank's written consent)
exceed $1,000,000; such Borrower Note shall provide in addition
that breach of the foregoing covenant shall constitute an event
of default thereunder,
(m)
As of the date of the undersigned's funding
of such Qualified Take-Out Loan:
(i)
there shall have been no material
adverse change since the date of the corresponding Commit-
ment Letter in the financial condition of the Borrower or
any guarantor of the corresponding Borrower Note or in the
value of any security therefor;
(ii) the undersigned shall be a public entity
organized under the laws of the State of California with
full power to make such Qualified Take-Out Loan and to
otherwise take the actions contemplated hereby; and
(Hi)
the undersigned shall have delivered
or caused to be delivered to Bank or other holder of this
note such confirmations of the certificates and opinions
delivered pursuant to Paragraphs C.3 and D.3 of such Com-
mitment Letter as Bank or such holder shall have requested.
(n)
All other terms and conditions to the
funding of such Qualified Take-Out Loan contained iri the Letter
of Interest and such Commitment Letter shall have been satisfied,
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If any installment on this note is not paid when due
or if default is made on any other obligation hereunder or
under the Pledge Agreement or any Assignment of Deed of Trust
securing this note or if any event shall have occurred which
entitles the holder of any Borrower Note to accelerate the
maturity thereof, then or at any time thereafter the holder
of this note may, without notice, declare immediately due
and payable all unpaid principal, interest and charges owing
on this note,
Upon sale, transfer, hypothecation, assignment or
encumbrance, whether voluntary, involuntary or by operation of
law, of all or any part of the property described in any deed
of trust assigned pursuant to any Assignment of Deed of Trust
securing this note, or any interest in said property, then at
its sole option the holder of this note may, by written notice
to the undersigned, accelerate this note by declaring all
unpaid principal, interest and charges owing on this note
immediately due and payable, except to the extent that such
acceleration is prohibited by law,
Except regarding damages resulting from any bre,ach of
representation or warranty or failure to perform or observe any
covenant herein or in the Pledge Agreement or any Assignment of
Deed of Trust (other than the promise to pay principal and
interest on this note or other charges provided herein or in any
.Pledge Agreement or any Assignment of Deed of Trust, includ-
ing without limitation late charges), the holder hereof shall
have no recourse against the unqersigned's general assets to
enforce this note and the sole sources of payment of principal
and interest on this note and such other charges shall be the
Borrower Notes and the security therefor and any guaranties
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thereof and the property pledged pursuant to the Pledge
Agreement.
Bank and each subsequent holder hereof agree
that upon the Occurrence of a default under any Borrower
Note such holder will either:
(a)
Offer to purchase the property collater-
alizing such Borrower Note at any foreclosure sale com-
menced by the undersigned by making a bid of not less
than the amount remaining due on such Borrower Note
and the costs involved in such sale; or
(b)
Purchase such Borrower Note and the deed or
deeds of trust and any other security therefor and
any guaranties thereof from the undersigned at a
price equal to the outstanding balance of such Borrower
Note plus the undersigned's costs involved in such
default and foreclosure;
provided that, an offer or purchase pursuant to the foregoing
clause (a) or (b) shall be without prejudice to any claim for
damages referred to in the introductory clause of the first
sentence of this paragraph.
Bank or tHe subsequent holder
making a purchase pursuant to the foregoing clause (a) or (b)
is authorized to apply the purchase price (less any amounts
attributable to costs of the undersigned in connection with the
sale or default and foreclosure, as the case may be) in reduc-
-, tion of principal and interest owing on this note in such order
as it shall determine:
Any holder hereof may add to the principal balance of
this note, to ~he extent permitted by law, amounts required to
indemnify and hold such holder harmless against, and reimburse
such holder for, all costs, expenses, and liabilities, including
legal expenses, of whatsoever kind or nature, arising from protec-
tion of such holder's rights in the security for this note.
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Without limitation of the foregoing, if any attorney
is engaged because of any default hereunder or under the Pledge
Agreement or any Assignment of Deed of Trust securing this
note, or to enforce any provision of any such instrument, then
in such event, the undersigned promises to pay all costs and
attorney's fees incurred in connection therewith,
In the event of conflict between the provisions
contained in this note and the provisions contained in any
other instrument which evidences the indebtedness specified in
this note, the provisions of this note shall control,
COMMUNITY REDEVELOPMENT AGENCY OF
THE CITY OF SANTA ANA, CALIFORNIA
By
Its
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