HomeMy WebLinkAbout1981-144 CRA
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COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF SANTA ANA .
RESOLUTION NO. 81-144
A RESOLUTION AUTHORIZING THE ISSUANCE OF $1,000,000
PRINCIPAL AMOUNT OF COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF SANTA ANA
SECURED PROMISSORY NOTE
(OLD CITY HALL)
Adopted December 15, 1981
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ARTI CLE I
Section 1.01
Section 1.02
Section 1.03
Section 1.04
ARTICLE II
Section 2.01
Section 2.02
Section 2.03
Section 2.04
Section 2.05
Section 2.06
Section 2.07
TABLE OF CONTENTS
Page
Authorization of Notes; Definitions. . . . . .
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Definitions. . . . . . . . .
(a) Act. . . .
(b) Agency. .
(c) Agreement.................
(d) Bank. . . . . . . . . . . . . . . . . . .
(e) Certificate of the Agency
Written Request of the Agency. . . . . .
(f) Deed of Trust..... ..,...
(g) Federal Securities. . . . . . . .
(h) Financing. . . . .
(i) Holder, Noteholder . . . . . . . . . . . .
(j) Loan.. . . . . . . . . . . . . . . . . .
(k) Note. . . . . . . . . . . . . . . . . . .
(1) Official Determination. . . . . . . . . .
(m) Participating Party. . . . . . . . . . . .
(n) Permi tted Investments. . . . . . . . . . .
(0) Project Costs. . . . . . . . . . . . . . .
(p)Project....... ......,
(q) Promissory Note. . . . . . . . . .
(r) Purchase Agreement. . . . . . . .
¡s) Revenues. . . . . . . . . . . . .
t) Site. . . . . . . . . . .
u) Supplemental Res.olution. . . . . . . . . .
(v) TaxableDate...............
EqualSecurity.................
Findings....................
No Limitation. . . . . . . . . . . . .
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TheNote....................
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Authorization .............
Term of Note..............
Prepayment of Note...............
Execution of Note. . . . . . . . . . . . . . .
Transfer of Note. . . . . . . . . . . . . . . .
Note Mutilated, Lost, Destroyed or Stolen. . .
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
Secti on 4.05
ARTICLE V
Section 5.01
Section 5.02
Section 5.03
I Section 5.04
Section 5.05
ART! CLE V I
Section 6.01
Section 6.02
Section 6.03
ARTICLE VII
Section 7.01
Section 7.02
Secti on 7.03
Section 7.04
. Section 7.05
Section 7.06
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Use of Proceeds of Note. . . . . . . .
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Application of Proceeds of Sale of Note
Historical Rehabilitation Fund.
Revenues; Note Fund. . . . . . . . . . . . . .
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Pledge of Revenues...............
NoteFund...................
Use and Wi thdrawa 1 of Revenues. . . . . . . . .
Deposit and Investment of M.oneys in Funds. . .
Assignment to Noteholder. . . . . . . . . . . .
Covenants of the Agency. . . . . . . . . . . .
PunctualPayment................
Against Encumbrances. . . . . . . . . .
Preservation of Revenues;
Amendment of Agreement, Promissory N.ote
and Deed of Trust...............
Compliance with Resolution. . . . . . . . . . .
Further Assurances. . . . . . . . . . .
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Amendment .of Res.oluti.on . . . . . . . . . . . .
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Amendments Permitted. . . . . . . . . . . . . .
Effect of Supplemental Resolution. . . . . . .
Endorsement or Replacement .of Note
AfterAmendments.............. .
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Events of Default and Remedies of Noteholder. .
Events of Default and Acceleration
of Maturities.............
Application of Funds Up.on Acceleration.
Institution of Legal Proceedings
byBank....................
Effect of Delay or Omission to Pursue Remedy. .
Remedies Cumulative. . . . . . . . . . . . . .
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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Benefits of Res.olution Limited to Parties. . .
Successor is Deemed Included
in All References to Predecessor. . . . . . . .
Discharge of Resolution. . . . . . . . . . . .
Execution of Documents and
Proof of Ownership by Noteholders . . .
Waiver of Personal Liability......... .
Notice and Demands on Ag.ency. .
Partial Invalidity...............
Effective Date .of Resolution. . . . . . . . . .
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Secured Promissory Note. . . . . . . . . . . .
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RESOLUTION NO. 81-144
A RESOLUTION OF THE
COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF SANTA ANA AUTHORIZING THE ISSUANCE OF
$1,000,000 PRINCIPAL AMOUNT OF COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF SANTA ANA
SECURED PROMISSORY NOTE
(OLD CITY HALL)
WHEREAS, the ColTIDunity Redevelopment Agency .of the City of Santa Ana
(the "Agency") is a redevelopment agency functioning pursuant t.o Part 1
(c.olTIDencing with Section 33000) of Division 24 of the Health and Safety Code
of the State of California and as such constitutes a local agency within
Section 37602(g) of the Marks Historical Rehabilitation Act of 1976, as
amended (the "Act");
WHEREAS, pursuant to its Resolution No. 81-124, adopted November 2,
1981, the Agency, with the consent of the City of Santa Ana (the "City")
adopted by reference the historical rehabilitation program established by the
City under the Act;
WHEREAS, pursuant to the Act, the Agency has determi ned to issue its
Secured Promissory Note to aid in the financing of the rehabilitatioo of
historical properties located within the historical rehabilitation area
designated by the City in accordance with the procedures described in the Act;
WHEREAS, the Agency has reviewed all proceedings heretofore taken and
has found, as a result of such review, and hereby finds and determines, that
all things, conditions and acts required by law to exist, happen or be
performed precedent to and in connection with the issuance of the Note do
exist, have happened and have been performed in due time, form and manner as
required by law, and the Agency is now duly empowered, pursuant to each and
every requirement of law, to issue the Note in the manner and form 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) 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 (y).
(a) Act. "Act" means the Marks Historical Rehabilitation Act of
1976, as amended-;l)eing Part 10 (commencing with Section 37600) of Division 24
of the Health and Safety Code of the State of California.
(b) Agency.
the City of Santa Ana.
(c) Agreement. "Agreement" means that certain agreement, entitled
"Project Agreement", dated as .of December I, 1981, between the Agency and the
Participating Party.
"Agency" means the Community Redevelopment Agency of
(d) Bank. "Bank" means Wells Fargo Bank, National Association,
the original purchaser of the N.ote.
(e) Cert ifi cate of the Agency, Written Request of the Agency.
"Certificate of the Agency" and "Written Request of the Agency" mean,
respectively, a \\\"itten 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) Deed of Trust. "Deed of Trust" means the deed of trust, from
the Participating Party t.o the Bank, executed and delivered pursuant to the
Agreef!1ent:
(g) Federal Securities. "Federal Securities" means United States
Treasury notes, bonds, bi 11 s or cert ifi cates 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 rece i ve interest and pr i nc i pa 1 co 11 ect ions therefrom, wh i ch
obligations have been subjected by one or more government agencies to a trust
or trusts for which any executive department, agency or instrumentality of the
United States (or the head thereof) has been named to act as trustee, all as
to and the extent that such securities are eligible for the legal investment
of Agency funds.
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(h) Financing. "Financing" and its variants means the lending of
moneys or any other thing of value for the purpose of facilitating the
construction of the Project on the Site, including refinancing of outstanding
indebtedness incurred for such purposes.
(i) Holder; Noteho1der. "Holder" or "Noteho1der" means any person
who shall be the reg i stered owner of the Note.
(j) Loan. "Loan" means the loans made by the Agency to the
Participating Party for the Financing of the rehabilitati.on of the. Project on
the Site pursuant to the Agreement and .evidenced by the Promissory Note.
(k) Note. "Note" means the Community Redevelopment Agency of the
City of Santa Ana Secured Promissory N.ote (Old City Hall), 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 C.ode 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.ounse1
acceptable to Agency and Bank, is t.o make interest payable .on this Note
includable in the gross income of the holder hereof (except to the extent that
such interest is so includable because the holder is a "substantial user" of
any of the Project referenced below or a "related person" as such terms are
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 s<>urce and secured in
the same manner as are all other obligations evidenced hereby.
(m)
Participating Party.
"Participating Party" means Raymond H.
Klemp.
(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.
"Project Costs" means, with respect to each
Project,
(i) the amount required to pay the interim construction
loan obtained by the Participating Party for said Project provided that the
Participating Party certifies to the Agency that the proceeds of the interim
construction loan were used by the Participating Party for;
(A) obligations of the Participating Party incurred for
labor 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;
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(B) the cost of contract bonds and of insurance of all
kinds that may be required or necessary during the course of the
rehabilitation of the Project;
(G) 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 to the
Project, as determined by the Agency, which are properly chargeable to the
capital account f.or, and constitute capital expenditures for, the Project or
with a proper election by the Participating Party or but f.or such an election
would constitute capital expenditures for the Project.
(ii) all costs and expenses incurred by the Agency in
connection with the determination as t.o the feasibility or practicability of
undertaking the Project, and. in connection with the administration and
supervision of the Project including architect, engineering, survey and
appraisal fees and costs; and
(iii) all expenses incurred in connecti.on with the closing of
the Loan and the issuance .of the N.ote, including without limitation loan fees,
legal and accounting expenses and fees, costs of title insurance, costs of
printing, and recording and filing fees;
(p) Project. "Project" means the rehabilitation of the properties
located at 217 North Main Street, which properties are owned by Raymond H.
Klemp.
(q) Promissory Note. "Promissory Note" means the notes executed
by the Participating Party evidencing and securing the repayment of the Loan
pursuant to the Agreement.
(r) Purchase Agreement. "Purchase Agreement" means that certain
Purchase Agreement dated December 15, 1981, pursuant to the terms of which the
8ank agrees to purchase the Note from the Agency and the Agency agrees to sell
the Note to the Bank.
(s) Revenues. "Revenues" means all rents, receipts, payments and
other income and revenue received by the Agency or the Bank with respect to,
or otherwise derived from, the Financing of the Project, including without
1 imitat i on a 11 Loan payments and prepayments thereof and other amount rece ived
from the Participating Party pursuant to the Agreement and the Promissory
Note, all amounts and properties derived from the enforcement of the Agency's
rights and privileges under the Deed of Trust, assignments of lessor's
interest in leases executed by the Participating Party and security agreements
executed by the Participating Party, any guarantees of Promissory Note, all
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proceeds derived from the insurance p.o1icies maintained pursuant to the
Agreement, all funds and accounts created pursuant to this Resolution, and all
investment earnings on said funds and accounts.
(t) Site. "Site" means premises upon which the Project is
located, as more particularly described in the Agreement.
(u) Supplemental Resolution. "Supplemental Resolution" means any
resolution then 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 súpp 1ementa 1 to th i s
Resolution; but only if and to the extent that such Supplemental Reso1uti.on is
specifically auth.orized 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 hold the smae from time to time,
this Resolution shall be deemed to be and shall constitute a contract between
the Agency and the Holder from time to time of the Note, and the covenants and
agreements herein set forth 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 Secti.on
37629, the Agency hereby fi nds that the Loan to be made from the proceeds of
the Notes are to be used for historical rehabilitation as defined in the Act,
and the financing of the rehabilitation of the Project is economically
feasible.
Section 1.04. No Limitation. The provisions of this Resolution are not
intended to limit the pr.ovisions of the Purchase Agreement, the Pledge
Agreement (as referenced in the Purchase Agreement and referred to herein as
the "Pledge Agreement"), the Agreement or the Collateral Agreement (as
referenced in the Agreement and referenced to herein as the "Collateral
Agreement"), each of which documents is this day being approved by the Agency.
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ARTICLE II
THE NO1E
Section 2.01. Auth.orization. A Note in the aggregate principal amount
of One Million Dollars ($1,000,000) 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 to provide funds to make the Loan to the
Participating Party for the purp.ose of Financing of the Project pursuant to
the Agreement. The Note shall be designated the "Community Redevelopment
Agency of the Agency of Santa Ana Secured Promissory Note (Old City Hall)."
Section 2.02. Terms of the Note. The Note shall be dated as of
Decenber 1, 1981, and shall be issued as a single fully registered Note,
without coupons, substantially in the form set forth on Exhibit A attached
hereto and by this reference incorporated herein. The Note shall be s.old 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 t.o federal
income taxation, on properties simi lar in use to those described in the
Project Agreement referenced below. The Base Rate for the period from
Decenber 1, 1981 to December 1, 1986 shall be determi ned as of December 1,
1981 and 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 eåch calendar month commencing January 1, 1982 and continuing through
Decenber 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 fr.om 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 ly i nsta llments; prov i ded that the amount of such insta llments
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 sha 11 determi ne the amount of such i nsta llments for
the period commencing December 1, 1986 and shall give Agency notice thereof
between December 1, 1986 and December 20, 1986.
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Notwithstanding the foregoing, if interest on this Note becomes 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
period from the Taxable Date (as hereinafter defined) to the effective date of
the adjustment reuqi red by the foregoi ng 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 amounts shall be allocated among
such holders in accordance with the number .of days furing which this Note was
held by each such h.older during such period. 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 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 pai d in fu 11, such excess shall be refunded to Agency.
Without in any way limiting the survival of any other provision of this Note,
Agency hereby express ly agrees that the ob 1 igat ions imposed upon it by th is
paragraph shall survive payment and discharge of this Note for a period of
five years.
Any principal .or interest on the Note not paid I'ilen due shall thereáfter
bear interest at a rate equal to five percent (5%) per annum in excess of the
rate otherwise in effect on the Note. In addition to such interest, the
agency shall pay upon demand a reasonble rate, fee or collection charge not
exceeding four percent (4%) of such principal amount.
All pri nc ipa 1, interest and .other amounts payable on the Note shall be
payable in lawful money of the United States of America at the principal
offi ce of the Bank in Santa Ana, Ca 1 iforn ia, or at such address as any
subsequent Holder of the Note shall file with the Agency.
So long as the Note 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 N.otes, and the ba 1 ance thereof to the payment of
principal. When any default hereunder has occurred and is continuing, the
Noteholder may apply payments, in its election, t.o principal or interest.
Section 2.03. Prepayment of Note. This Note may be prepaid in full or
in part, with.out 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 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 Note until
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principal and interest on this Note a~ 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 Loan contelT )lated
by the Agreement. Without limitation of the foregoing, such result shall be
reasonab ly certa i n if (a) Bank clec 1 i nes to approve any Loan or approves MlY
Loan in an amount less than the maximum permitted by the corresponding
Agreement or (b) any Agreement or Commitment, 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 officer 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 Note to the
Bank.
Section 2.05. Transfer of Note. The Note may be transferred by the
Ho 1 der thereof by endors i ng thereon (or on a paper attached thereto) the
amount of principal paid thereon as of the date of transfer. Notification of
such transfer shall be promptly given to the Agency for entry upon the books
required to be kept by the Agency pursuant to the provisions of Secti.on 2.07.
of the name and address of the transferee.
Section 2.06. Note Mutilated, Lost, Destroyed or Stolen. If the Note
shall become muti lated, 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 upon surrender to the Agency
of the N.ote so mutilated. Every mutilated Note so surrendered to the Agency
shall be cancelled by it. If the N.ote 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 thè Agency is given, the Agency, at the expense of the owner of the Note,
shall execute and deliver, a new N.ote .of like tenor in lieu of and in
substitution for the Note so lost, destroyed or stolen. The Agency IIIðY
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 l.ost, 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 shan 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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ARTICLE III
USE OF PROCEEDS OF NOTE
Section 3.01. Application of Proceeds 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 Note 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 Rehabilitati.on
Fund established pursuant to Section 3.02 the remainder .of said proceeds.
Section 3.02. Historical Rehabilitati.on Fund. There is hereby created a
fund to be designated the "Community Redevel.opment Agency .of the Agency .of
Santa Ana Secured Promissory Note (Old City Hall) Historical Rehabilitation
Fund" (herein referred to as the "Historical Rehabilitation Fund"), which
shall be held by the Agency in trust and applied to the payment of the Project
Costs.
After payment of all Project Costs payable from the Hist.orical
Rehabilitation Fund or provisi.on 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 wi 11 not be used to make all or any port i on of the L.oan, as further
referenced in Section 2.03 hereof, the Agency shall transfer any remaining
balance in the Historical Rehabilitation Fund t.o 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 fo 11 owi ng the date .of transfer.
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ARTICLE IV
REVENUES; NOTE FUND
secur~e~~i~n fi4r'~¡'Ple~~:d~:hio:h ~~~~~~e~hal ih~e Peheecntted o~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 N.ote 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 f.or the exclusive benefit of the Noteh.olders and shall be
irrevocable until the Note has been paid and provision made therefor. The
Agency will not issue any obligation or security superior to .or on a parity
with the Note, howsoever denominated, payable in whole or in part from the
Revenues until the Note has been paid and retired or pr.ovision 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 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. N.ote Fund. There is hereby created a special fund to be
designated the "Community Redevelopment Agency of the City of Santa Ana
Secondary Promissory Note (Old City Hall) Note Fund" (herein referred to as
the "Note Fund"), which 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 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 from the Note Fund solely for the purpose of
payment of principal and interest on the Note when and as due except that
prepayments of Loan made by the Participating Party, insurance and
condemnation proceeds not used for replacement or repair of the applicable
Project and transfers from the Historical Rehabil itat ion 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 Project 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 Party.
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Section 4.04. Deposit and Investment of Moneys in Funds. All moneys
held in any of the funds or accounts 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 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 m.oneys are estimated to
be required to be paid out hereunder. All interest or gain received on or
prior to December 1, 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 Decenber 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 acc.ordance 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 Agreement,
the Deed of Trust and the Promissory Note including, without limitation, the
right to collect and receive directly all .of the Revenues, and any Revenues
collected or received by the Agency shall be deemed t.o be held, and to have
been collected or received, by the Agency as the agent of the Noteh.older.. and
if received by the Agency, shall forthwith be paid by the Agency. The
assignment under this Section shall not be in contravention .of any grant or
assignment pursuant to the Purchase Agreement, the Pledge Agreement, the
Agreement or the Collateral Assignments.
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ARTICLE V
COVENANTS OF THE AGENCY
Section 5.01. Punctual Payment. The Agency will punctually payor
cause to be paid (but only out of Revenues as herein provided) the principal
and interest to bec.ome we in respect of all the Note, in strict conformity
with the terms of the N.ote 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 maki ng advances of its own moneys howsoever derived to any of the uses or
purposes ref erred to here in.
Section 5.02. Against Encumbrances. The Agency will not encurrber,
pledge or place any charge or lien upon any of the Revenues, except as
permitted by this Resolution, in favor of the Noteho1der.
Section 5.03. Preservation.of Revenues; Amendment of Agreement,
Promissory Note and Oeed of Trust. The Agency shall cause to be collected
prolJ1)t Iy all amounts due from the Participating Party under the Agreement and
the Promissory Note as the same become due, and shall promptly and vigorously
enforce a 11 of its rights under the Agreement, the Promissory N.ote and the
Oeed of Trust. Without the written consent of the Bank, the Agency shall not
amend, m.odify or terminate, or agree or c.onsent to amend, m.odify or terminate,
the Agreement, the Promissory Note or the Deed .of Trust and related c.ollatera1
document; but, with the written consent of the Bank, the Agency may consent to
amendments or modificati.ons thereof.
Section 5.04. Compliance with Reso1uti.on. The Agency shall not issue,
or permit to be issued, any .obligation secured or payable in any manner out of
Revenues other than in accordance with the provisi.ons of this Resolution, and
shall not suffer or permit any default to occur under this Resolution, but
shall faithfully observe and perform all the covenants, conditions and
requirements hereof.
Section 5.05. Further Assurances. The Agency will adopt, make, execute
and deliver any and all such further resolutions, instruments and assurances
as may be reasonably necessary or proper to carr'Y out the intent i on 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 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.
Section 6.02. Effect of Supp lementa 1 Resolution. Fr.om and after the
time any Supplemental Resolutioo 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.o lution of the Agency and the Ho lders 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 Resolutioo shall be deemed to be part of the terms and conditions
of this Res.olution 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 presentatioo of the N.ote for that purpose at the office .of the
the Agency, a suitable notation shall be made on such Note by the Agency. The
N.oteholder may determine that a new Note, so modified as in the opini.onoT the
Noteholder is necessary to conform to such action, shall be prepared, executed
and de 1 ivered. In that case, upon demand of the Ho lder of the Note, such new
Note sha 11 be exchanged at the .offi ce of the Agency, without cost to any
Noteholder, for the Note then outstanding, upon surrender of such Note.
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ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES OF NOTEHOLDER
Section 7.01. Events of Default and Acceleration of Maturities. If one
or more of the 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 Note or of the C.o 11 atera 1 Documents
within ten days after such installment or other amount becomes due;
(b) Any representation or warranty of Agency under the Note
Purchase Agreement or the Agreement hereunder or any Co 11 atera 1 Documents
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
Agreement as such covenants or undertakings affect Noteholder 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 similas loss 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
his or its property or ordering the winding up or liquidation of the affairs
.of any of the same, and such decree or .order shall rami n unstayed and in
effect for a period of thirty (30) c.onsecutive days;
(e) Agency shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law n.ow or hereafter in effect, .or
shall' c.onsent to the entry of any order f.or redelase .of any involuntary case
under any such law, or shall consent to the appointment of a receiver,
liquidator, assignee, trustee, custodian, sequestrator (or similar official)
or the taking possession of any such official or any substantial part of its
property, or shall make any general assignment for the benefit of creditors,
or shall fail generally to pay its or his 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 ilTlTIediately due and payable all outstanding princpal on such
Promissory Note;
(g) The occurrence of an Official Determination;
then, and in each and every such case dur i ng the cont i nu ance 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 conditi.on 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 obta ined or entered, there sha 11 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 related fees and other charges and the reasonable
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 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 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 consequent there.on.
Notwithstanding any other provision of this Secti.on 7.01, up.on 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 Pr.omissory Note relating to such loan, plus related
interest, fees and other charges.
Section 7.02. Applicati.on.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 accelerati.on by the Noteholder and all Revenues thereafter
received by the Agency hereunder, shall be transmitted to the Noteholder and
shall be applied by the N.oteholder in a manner consistent with Sections 2.02
and 2.03.
Section 7.03. Institution of Legal Pr.oceedings 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
hereu nder.
Section 7.04. Effect of Delay .or Omission to Pursue Remed~. No delay
or omission of the Noteholder to exercise any right or power arislng from any
default shall impair any such right or p.ower 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 Noteh.older may be exercised from time to
time, and as often as shall be deemed expedient. In case the Noteh.older shall
have proceeded to enforce any right under this Res.olution, and such
proceedings shall have been discontinued or abandoned because of waiver or for
any other reason, or sha 11 have been determi ned adversely to the Noteh.o 1 der,
then and in every such case the Agency and the Noteholder shall be restored to
their former p.ositions and rights hereunder; and all remedies, rights and
powers of the Agency and the Noteho lders sha 11 cont inue as though no such
proceedings had been taken.
Section 7.05. Remedies Cumulative. N.o remedy herein conferred upon or
reserved to the Noteholder is intended to be exclusive of any other remedy,
but each and every such remedy shall be cumulative and shall be in 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
action, by judicial proceedings or otherwise, pursuant to its rights
hereunder, it sha 11 have full power with respect to the cont i nuance,
discontinuance, withdrawal, compromise, settlement or other disp.osal .of such
action.
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ARTICLE VIII
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 Ho lders of the Note, any right, remedy, or
claim under or by reason of this Resolution. Any c.ovenants, 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 Res.olution
elther the Agency or the Bank is named or referred to, such reference shall be
deemed to i nc lude the successors .or ass igns there.of, and a 11 the covenants and
agreements in this Resolution contained by or on behalf of the Agency or the
Bank shall bind and inure to the benefit of the respective successors and
assigns thereof whether so 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
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 bef.ore maturity, money which, t.ogether with the
amounts then on deposit in the funds and accounts prov i ded for inSect ions
3.02 and 4.02, is fully sufficient to pay the N.ote, including all principal,
interest and applicable fees and charges;
then the pledge of the Revenues and .other funds provided for in this
Res.olution and all other obligations of the Agency under this Resolution with
respect to the Note shall cease and terminate, subject to the survival of
obligations due to an Official Determination as more particularly described in
Section 2.02.
Section 8.04. Execution of Documents and Proof of Ownership by
Noteh.olders. Any request, declaration or other instrument which this
Reso lutlon may require or permit to be executed by Noteholders may be in one
or more instruments of similar ten.or, 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 employee from the
performance of any official duty provided by law.
Section 8.06. Notice and Demands on Agency. Any notice or demand which
by any provision of this Resolution is required or permitted 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 N.oteholder) as follows: Executive Director,
Redevelopment Agency of the City of Santa Ana, 20 Civic Center Plaza, Santa
Ana, California 92706.
Section 8.07. Partial Invalidity. If any Section, paragraph, sentence,
clause or phrase of this Resolution shall for any reason be held illegal or
unenforceable, such holding shall not affect the validity of the remaining
portions of this Resolution. The Agency hereby declares that it would have
adopted this Resolution and each and every other Section, paragraph, sentence,
clause or phrase hereof and author i zed 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 8.00. Effective Date of Resolution. This Resolution shall take
effect from and after the date of its passage and adoption.
ADOPTED, this 15th day of December, 1981, by the following vote:
AYES:
Members: ð,.;-.-.I.:.-~ ?,:r.:.-(., ..k............~ 4cu/? ~6"..~ ¿ Vol""'~"'-"~-
NOES:
ABSENT:
Members: ~.¡,/
Members: f,"It:
~7
AT~
',eo"'; ,;~
APPROVED AS TO FORM:
~
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"
EXHIBIT A
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA
SECURED PROMISSORY NOTE
(OLD CITY HALL)
$
Santa Ana, California
December 1, 1981
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public body
corporate and politic, duly organized and existing under and pursuant to Part
1 (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 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
($ J, together wlth lnterest c.omputed on the baS1S of a 360-day
year and 30-day month, on the unpaid principal balance hereof from the date
hereof until due, at a rate ("Bas i c Rate") per annum one-half percent greater
than sixty-five hundredths (.65) times the Base Rate (.5%) (as hereinafter
defined and determined). "Base Rent" shall mean that rate .of interest charged
by Bank on commercial real estate loans, interest on which is subject to
federal income taxation, on properties similar in use t.o those described in
the Project Agreement referenced below. The Base Rate for the period from
December 1, 1981 to December 1, 1986 shall be determined as of December 1,
1981 ånd the Base Rate from and after Decenber 1, 1986 shall bè 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 to
Decenber 1, 1991 shall be in equal amounts sufficient, after the payment of
accrued interest to amortize the principal am.ount of this Note based upon saie
amount as of Decenber 1, 1982, in 360 equal monthly installments; provided
that the amount of such i nsta llments sha 11 be subject to adjustment, as
necessary, on December 1, 1986 t.o reflect any change in the Base Rate. Bank
shall determine the initial amount of such installments and give Agency n.otice
thereof between December 1, 1982 and December 20, 19B2. Bank shall determine
the amount .of such installments for the period commencing December 1, 1986 and
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sha 11 g ive Agency notice thereof between December 1, 19B6 and December 20,
1986.
Notwithstand ing the foregoing, if interest on this Note becomes subject
to federal income taxationpursuant to aN Official determination (as
hereinafter defined): (a) the rate of interest otherwise in effect 00 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 re9istered 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 Basi c 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 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 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 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 sha 11 survive payment and discharge of thi s Note for a peri od of
five years.
The term "Official Determination" shall mean (and f.or 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 statut.ory not ice of
deficiency, or ruling by the Internal Revenue Service or a ruling by any court
of competent jurisdiction, or any other occurrence, the effect of which, in
the opinion of nati.onally-recognized bond counsel acceptable 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
becau se the ho lder is a "substantial user" of any of the Project 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 connectioo 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
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.
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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 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 am.ounts 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 reasoably certain that any portion of the
principal amount of the indebtedness evidenced hereby will n.ot be used to make
one or more of the Loan contemplated by the Project Agreement. Without
limitation of the foregoing, such result shall be reasonably certain if (a)
Bank declines to approve any Loan or approves any Loan in an amount less than
the maximum permitted by the corresponding Project Agreement or (b) any
Project Agreement or Commitment, as defined in a Project Agreement, terminates
or expires prior to the funding of the Loan contemplated thereby.
This Note is issued pursuant to the Marks Historical 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 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 ( ) II
(the "Resolution") adopted December 15, 1981, for the purp.ose of provldlng
funds pursuant to the Project Agreement(s) described in the Resolution f.or 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 Note, to all of
the provisions of which the registered owner of this Note, by acceptance
hereof, consents and agrees.
This 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
conterrplated by the Resolution. This N.ote 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
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political subdivisions is liable here.on nor in any event shall this Note be
payable out of any funds or properties other than the Revenue and collateral
therefor, as contef1lJlated 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 n<>t constitute an indebtedness within the meaning of any
constituti.onal 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 N.ote 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 consequences may be rescinded and
annuled by the holder hereof as further provided in the Resolution.
Thi s N.ote may be transferred by the ho 1 der hereof by endorsing hereon
(or on a paper attached hereto) the "aTßC)unt of principal paid here.on 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 for all
purposes.
Any holder of this Note subsequent to 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 ho lder and all such subsequent holders
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 obligation as to all principal and inrerest
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 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 n.ot 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
this Chairman and its Executive Director, and its seal to be repr.oduced
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:
Execut ive Di rector
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