HomeMy WebLinkAbout1983-008
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RESOLUTION NO.
A'l-A_IOA
A RESOLUTION SUPPLEMENTING RESOLUTION NO. 83-7-IOA
OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF SANTA ANA
AUTHORIZING THE ISSUANCE OF INDUSTRIAL REVENUE BONDS
(FAIRVIEW INVESTORS PROJECT)
BE IT RESOLVED BY THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF SANTA
ANA AS FOLLOWS:
WHEREAS, the Industrial Development Authority of the City of Santa Ana (the
"Authority") is a public a~3ncy duly organized and operating pursuant to Title 10
(commencing with Section 91500) of the California Government Code (the "Law") and
is authorized to issue its revenue bonds to make loans to private entities to
finance the construction and improvement of certain facilities, including
facilities for industrial uses and research and development uses;
WHEREAS, Fairview Investors Ltd., a California limited partnership, (the
"Company") has applied to the City for financing for the construction and
improvement of certain office and research and development facilities to be located
at 2722 South Fairview Street in the City of Santa Ana;
WHEREAS, in furtherance of said application, the Authority, on November 7,
1983, adopted its Resolution No. 83-7-1DA, "A Resolution of the Industrial
Development Authority of the City of Santa Ana Authorizing the Issuance of Not to
Exceed $3,000,000 Principal Amount of Industrial Development Authority of the City
of Santa Ana Industrial Revenue Bonds (Fairview Investors Project)" (the "General
Resolution") and by said General Resolution authorized the issuance of the
Authority's Industrial Revenue Bonds (Fairview Investors Project) (the "Bonds")
for the purpose of aiding the Company by providing financing for the purposes
specified in the aforesaid application of the Company;
WHEREAS, the General Resolution provides that the Authority shall, on or
before the date of sale of the Bonds to the initial purchasers thereof, approve a
supplemental resolution providing the form of the Bonds and such additional terms
and provisions of the Bonds as the Authority shall deem advisable and which are not
inconsistent with the provisions of the General Resolution, and this resolution
(the "Resolution") constitutes the supplemental resolution required by the General
Resolution;
WHEREAS, the General Resolution also requires that the Authority shall, on
or before the date of sale of the Bonds to the initial purchasers thereof, enter
into a loan agreement as more particularly described in the General Resolution, and
the Authority and the Company have entered into that certain Loan Agreement dated
as of December I, 1983, (the "Agreement") pursuant to which the City has agreed to
lend the proceeds of its revenue bonds to the Company to finance the construction
and improvement of said office and research and development facilities and the
Company has agreed to make loan payments to the Authority for the purpose of paying
principal and interest on the Bonds;
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WHEREAS, the Authority 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 Bonds do exist, have
happened and have been performed in due time, form and manner as required by law,
and the Authority is now empowered, pursuant to each and every requirement of law,
to issue the Bonds in the manner and form provided in the General Resolution and in
this Resolution; and
WHEREAS, the adoption of this Resolution and the issuance of the Bonds is in
the public interest and for the public benefit and in furtherance of the public
purposes of the Authority;
NOW, THEREFORE, it is hereby RESOLVED, DETERMINED AND ORDERED as follows:
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ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION
Section 1.01. Definitions. The terms defined in Exhibit A attached hereto
and by this reference incorporated herein, as used and capitalized herein, shall,
for all purposes of this Resolution, have the meanings ascribed to them in Exhibit
A, unless the context clearly requires some other meaning.
Section 1.02. Rules of Construction. Words of the masculine gender shall
be deemed and construed to include correlative words of the feminine and neuter
genders. Unless the context otherwise indicates, words importing the singular
number shall include the plural number and vice versa. The terms "hereby",
"hereof", "hereto", "herein", "hereunder" and any similar terms, as used in this
Resolution, refer to this Resolution.
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ARTI C LE II
TERMS AND FORM OF BONDS
Section 2.01. Resolution Constitutes Contract. The General Resolution and
this Resolution shall constitute a continuing contract of the Authority with the
Owners of the Bonds from time to time Outstanding hereunder in order to secure the
full payment of all principal of, redemption premium, if any, and interest on all
Bonds, subject in each case to the covenants, provisions and conditions of this
Resolution and the General Resolution.
Section 2.02. Authorization and Terms of Bonds. The Authority hereby
authori zes the issuance, in accordance wi th thi s Reso 1 ut ion, of bonds of the
Authority in the aggregate principal amount of $2,280,000, to be designated the
"Industrial Development Authority of the City of Santa Ana Industrial Revenue Bonds
(Fairview Investors Project)". The Bonds shall be issued in fully registered form
without coupons in denominations of not less than $250,000 each, or such larger
denominations divisible by $5,000 as may be specified by the written certificate of
the Authority Representative at the time of del ivery of the Bonds to the Initial
Purchasers thereof; provided, however, that Bonds in denominations of less than
$250,000 may be issued by the Authority wi th the pri or wri tten approva 1 of the
California Industrial Development Financing Advisory Commission; and provided,
further, that no Bond shall have principal maturing in more than one year. The
Bonds shall each be assigned the letter designation "R" and shall be numbered from
"I" upwards in consecutive numerical order.
The Bonds shall mature and become payable on January I, 1994, and shall bear
interest at the rate of ten percent (10.00%) per annum. Interest on the Bonds shall
be payable on July 1, 1984, and thereafter semiannually on January 1 and July 1 in
each year until payment of the principal sum in full.
The Bonds shall be subject to redemption prior to maturity as prescribed in
Article III of this Resolution.
Principal, redemption premium, if any, and interest on any Bond shall be
paid to the person whose name appears on the Bond registration records of the
Servicing Agent as the Owner thereof as of the Regular Record Date immediately
preceding each Payment Date, such principal and interest to be paid by check or
draft of the Servicing Agent mailed to the Owner at his address as its appears on
such regi strati on records or at such address as he may have filed with the
Servicing Agent for that purpose, except that principal payable on redemption may
be paid upon presentation and surrender of the Bonds as described in Section 3.01
hereof. The principal of, redemption premium, if any, and interest on the Bonds
shall be payable in lawful money of the United States of America.
Each Bond shall be dated as of the date of its authentication (except that
each Bond delivered to an Initial Purchaser shall be dated as of the Delivery
Date), and shall bear interest from the Payment Date next preceding the date
thereof, unless (i) it is dated as of a Payment Oate, in which event it shall bear
interest from the date thereof; or (ii) unless it is dated after a Regular Record
Date and before the following Payment Date, in which event it shall bear interest
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from such Payment Date; or (iii) unless it is dated prior to July 1, 1984, in which
event it shall bear interest from the Delivery Date; provided, however, that if, as
of the date of any Bond, interest is in default on Outstanding Bonds, such Bond
shall bear interest from the Payment Date to which interest has previously been
paid or made available for payment on the Outstanding Bonds.
Section 2.03. Execution of Bonds. The Bonds shall be executed on behalf of
the Authority by the manual or facsimile signature of its Chairman and the manual
or facsimile signature of its Secretary who are in office on the date of adoption of
this Resolution or at any time thereafter, and the seal of the Authority shall be
impressed, impri nted or reproduced by facsimil e thereon. If any officer whose
signature appears on any Bond ceases to be such officer before the delivery date of
any Bond, such signature shall nevertheless be as effective as if the officer had
remained in office un.il the Delivery Date. Any Bond may be signed and attested on
behalf of the Authority by such persons as at the actual date of the execution of
such Bond shall be the proper officers of the Authority although on the date of such
Bond any such person shall not have been such officer of the Authority.
Only such of the Bonds as shall bear thereon a certificate of authenticatfon
in the form set forth in Exhibit B hereto, executed and dated by the Servicing
Agent, shall be valid or obligatory for any purpose or entitled to the benefits of
the General Resolution and this Resolution, and such certificate of the Servicing
Agent shall be conclusive evidence that the Bonds have been duly authenticated and
delivered hereunder and are entitled to the benefits of the General Resolution and
this Resolution.
Section 2.04. Transfer of Bonds. All of a Bond Owner's interest in a Bond
may, in accordance with its terms, be transferred upon the records required to be
kept pursuant to the provisions of Section 2.06 by the person in whose name it is
registered, in person or by his duly authorized attorney, at the main office of the
Servicing Agent in Irvine, California, upon presentation and surrender of the Bond.
Whenever any Bond shall be surrendered for transfer, the Servicing Agent shall note
and endorse such transfer on the registration certificate appearing on the Bond and
on the registration records of the Authority kept by the Servicing Agent pursuant
to Section 2.06 hereof. The Servi ci ng Agent, on beha If of the Authori ty, may
charge a sum to the Bond Owner requesting such transfer for each new Bond issued
upon any transfer, in an amount not to exceed the actual costs of the Authority and
the Servicing Agent therefor, and the Servicing Agent, on behalf of the Authority,
shall require the payment by the Bond Owner requesting such transfer of any tax or
other governmental charge required to be paid with respect to such transfer.
In addition to the transfer of all of the Bond Owner's interest in a Bond
pursuant to this Section 2.04, the Bond Owner may at any time and from time to time
transfer participation or other partial interests (but not in an amount of less
than $250,000 unless otherwise approved in writing by the State Industrial
Development Financing Advisory Commission to the Authority) in a Bond. So long as
the Bond Owner remains the registered owner of the Bond following such transfer,
such transfer shall not be subject to the provisions of the first paragraph of this
Section 2.04.
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Section 2.05. Exchange of Bonds. Bonds may be exchanged at the main office
of the Servicing Agent in Irvine, California, for a like aggregate principal amount
of Bonds of other authorized denominations. The Servicing Agent, on behalf of the
Authority, may charge a sum to the Bond Owner requesting such exchange for each new
Bond issued upon any exchange in an amount not to exceed the actual costs of the
Authority and the Servicing Agent therefor, and the Servicing Agent, on behalf of
the Authority, shall require the payment by the Bond Owner requesting such exchange
of any tax or other governmental charge required to be paid with respect to such
exchange.
Section 2.06. Bond Register. The Authority will keep or cause to be kept,
at the main office of the Servicing Agent in Irvine, California, sufficient records
of the registration and transfer of the Bonds, which shall at all times be open to
inspection by the Authority; and, upon presentation for such purpose, the Authority
shall, under such reasonable regulations as it or the Servicing Agent may
prescribe, register or transfer or cause to be registered or transferred, on said
books, Bonds as hereinbefore provided. The Servicing Agent is hereby appointed the
agent of the Authority for such registration or transfer of the Bonds.
Section 2.07. Form of Bonds. The Bonds shall be substantially in the form
set forth in Exhibit B attached hereto and by this reference incorporated herein.
Section 2.08. Bonds Mutilated, Lost, Destroyed or Stolen. If any Bond
shall become mutilated, the Authority, at the expense of the Owner of said Bond,
shall execute, and the Servicing Agent shall thereupon authenticate, if necessary,
and deliver a new Bond of like tenor and number in exchange in substitution for the
Bond so mutilated, but only upon surrender to the Servicing Agent for cancellation
of the Bond so mutilated. Every mutilated Bond so surrendered to the Servicing
Agent shall be cancelled by the Servicing Agent and delivered to, or upon the order
of, the Authority. If any Bond shall be lost, destroyed or stolen, evidence of such
loss, destruction or theft may be submitted to the Authority and the Servicing
Agent, and if such evidence shall be satisfactory to both and indemnity
sa tis factory to them sha 11 be gi ven the Authori ty, then the Authori ty, at the
expense of the Owner, shall execute, and the Servicing Agent shall thereupon
authenticate, if necessary, and deliver, a new Bond of like tenor and number in
lieu of and in substitution for the Bond so lost, destroyed or stolen. The
Authority may require payment of a sum not exceeding the actual cost of the
Authority and the Servicing Agent in preparing each new Bond issued under this
Section and of the expenses which may be incurred by the Authority and the
Servicing Agent in furtherance of provisions of this Section. Any Bond issued
under the provisions of this Section in lieu of any Bond alleged to be lost,
destroyed or stolen shall constitute an original additional contractual obligation
on the pa rt of the Authority whether or not the Bond so alleged to be lost,
destroyed or stolen be at any time enforceable by anyone, and shall be equally and
proportionately entitled to the benefits of the General Resolution and this
Resolution with all other Bonds authorized to be issued by the General Resolution
and this Resolution.
Section 2.09. Temporary Bonds. Until the Bonds in definitive form are
ready for deli very, the Authori ty may execute, and upon the request of the
Authority, the Servicing Agent shall authenticate and deliver, subject to the
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provlslons, limitations and conditions set forth herein, one or more Bonds in
temporary form, whether printed, typewritten, lithographed or otherwise produced,
substantially in the form of the definitive Bonds, with appropriate omissions,
variations and insertions, and in authorized denominations. Until exchanged for
Bonds in definitive form, such Bonds in temporary form shall be entitled to the
benefits of this Resolution. Upon the presentation and surrender of any Bond or
Bonds in temporary form, the Authority shall, without unreasonable delay, prepare,
execute and deliver to the Servicing Agent, and the Servicing Agent shall
authenticate and deliver, in exchange therefor, a Bond or Bonds in definitive form.
Such exchange shall be made by the Servicing Agent without making any charge
therefor to the Owner of such Bond in temporary form.
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ARTICLE III
REDEMPTION OF BONDS
Section 3.01. Redemption of Bonds.
(a) Special Mandatory Redemption. The Bonds are subject to mandatory
redemption by the Authority as follows:
(1) in whole or in part (but not in an amount of less than
$5,000 or any multiple of $5,000) on any Payment Date in the event
the Project or any portion thereof is damaged or destroyed or taken
in a condemnation proceeding to which Section 5.D2(b) of the
Agreement is applied;
(2) in whole or in part (but not in an amount of less than
$5,000 or any multiple of $5,000) on any Payment Date, in the event
the Company elects to apply the Net Proceeds of title insurance to
the redemption of the Bonds in accordance with Section 4.09 of the
Agreement;
(3) in whole on the Payment Date next following a
Determination of Taxability;
(4) in part, from Base Loan Payments paid by the Company, on
January 1 in the years and in the amounts set forth below:
Year
Principal Amount
1985
1986
1987
1988
1989
1990
1991
1992
1993
1994 (Maturity)
$145,000
155,000
175,000
190,000
210,000
230,000
255,000
280,000
305,000
335,000
If called for redemption at any time pursuant to this Section 3.01(a), the Bonds
shall be redeemed by the Authority at a redemption price of one hundred percent
(100%) of the principal amount to be redeemed plus accrued interest to the Payment
Date of redemption, without premium.
(b) Optional Redemption. The Bonds are subject to optional redemption
by the Authority from amounts prepaid by the Company under Section 9.02 of the
Agreement, in whole or in part (but not in an amount of less than $5,000 or any
multiple of $5,000) on any Payment Date on or after January 1, 1989, at redemption
prices (expressed as percentages of principal amount of Bonds or portions thereof
to be redeemed) as set forth below plus accrued interest to the Payment Date of
redempt ion:
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Redemption Redemption
Dates Prices
January 1, 1989 and July 1, 1989 103%
January 1, 1990 and July 1, 1990 1 02~~
January 1, 1991 and July 1, 1991 1 0 1~~
January 1, 1992 and thereafter 100%
The Bonds shall be called for optional redemption by the Servicing Agent as
herein provided only upon receipt by the Servicing Agent at least forty-five (45)
days prior to the redemption date of a certificate signed by the Company
Representative directing such redemption. Such certificate shall specify the
redemption date, the principal amount of the Bonds so to be called for redemption
and the applicablc redemption price.
(c) Selection of Bonds to be Redeemed. In the event that pursuant to
subsection (a) or (b) of this Section 3.01, the Bonds are to be redeemed in part,
the Bonds to be redeemed shall be selected and redeemed by the Servicing Agent, ~n
behalf of the Authority, on a reasonably proportionate basis from among the total
principal amount of Bonds then Outstanding based upon $5,000 increments applied to
each $250,000 increment of the original principal amount of Bonds issued. Upon
presentat i on and surrender of any Bond to be redeemed by the Owner thereof in
person or by his attorney duly authorized in writing, the Servicing Agent shall
note and endorse the redemption amount on the redemption certificate on the Bonds,
the form of which is set forth in Exhibit B attached hereto, and shall pay said
amount by check or draft of the Servicing Agent payable to the Owner and either
(whichever may be requested by the Owner) delivered to the Owner at the time of said
endorsement or mailed to the Owner at his address as shown on the registration
records a t the Authori ty kept by the Servi ci ng Agent pursuant to Sect i on 2.06
hereof or at such other address as the Owner may have fi 1 ed wi th the Servi ci ng Agent
for that purpose.
(d) Payment of Redemption Price. The principal amount to be redeemed
shall be paid to the Owners of Bonds in the same manner as principal maturing on
Bonds. Redemption shall be valid upon payment of the amount thereby required to be
paid by the Servicing Agent, on behalf of the Authority, to the Owners of the Bonds
being redeemed, and the Authority and the Servicing Agent shall be released and
discharged from all liability to the extent of such payment.
Section 3.02. Notice of Redemption. Notice of redemption shall be mailed
by the Servicing Agent, on behalf of the Authority, to the respective Owners of any
Bonds designated for redemption at their addresses appearing on the Bond
registration records kept by the Servicing Agent at least twenty (20) days but not
more than forty (40) days prior to the redemption date. Such notice shall state the
redemption date, the total principal amount to be redeemed on such date and the
redemption price, and shall, in addition, set forth, in the case of each Bond
called only in part, the portion of the principal thereof which is to be redeemed.
Such notice shall also state that the interest on the Bonds or portion thereof to be
redeemed shall cease to accrue from and after such redemption date, and shall
describe the method for payment of the redemption amount as provided in Section
3.01(d). Neither failure to mail such notice nor any defect in any notice so mailed
shall affect the sufficiency of the proceedings for the redemption of Bonds.
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Section 3.03. Effect of Redemption. When notice of redemption has been
duly given as aforesaid, and moneys for payment of the redemption price are being
held by the Servicing Agent, the Bonds so called for redemption shall, on the
redemption date designated in the notice specified in Section 3.02, become due and
payable at the redemption price specified in such notice, and from and after the
date so designated interest on the Bonds so called for redemption shall cease to
accrue, said Bonds shall cease to be entitled to any benefit under this Resolution,
and the Owners of said Bonds shall have no rights in respect thereof except to
receive payment of the redemption price thereof.
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ARTICLE IV
GENERAL COVENANTS
Section 4.01. Payment of Principal, Premium, li Any, and Interest; Special
Obligations. The Authority covenants that it will promptly pay the principal of,
premium, if any, and interest on every Bond issued under this Resolution at the
place, on the dates and in the manner provided herein and in the Bonds according to
the true intent and meaning thereof, but solely from the amounts pledged therefor
which are from time to time held by the Servicing Agent in the Bond Fund and the
Reserve Fund. The principal of, premium, if any, and interest on the Bonds are
payable solely from the amounts to be paid under the Agreement and the Deed of Trust
and otherwise as provided herein and in the Agreement and the Deed of Trust, which
amounts are hereby specifically pledged to the payment thereof in the manner and to
the extent herein specified, and nothing in the Bonds or in this Resolution shall
be construed as pledging any other funds or assets of the Authority. Neither the
State of California, the City, nor any other political subdivision of the State
shall in any event be liable for the payment of the principal of, premium, if any,
or interest on any of the Bonds or for the performance of any pledge, obligation.or
agreement undertaken by the Authority.
The Bonds constitute special obligations of the Authority payable solely as
hereinabove provided, and neither the Bonds nor the redemption premium, if any, nor
the interest thereon shall constitute an indebtedness of the City, the State of
California or any other political subdivision thereof. The Bonds shall not
constitute a charge against the general credit or taxing powers, if any, of the
Authority, the City, the State of California or any political subdivision thereof.
No Owner of any of the Bonds shall ever have the right to compel any exercise of the
taxing power, if any, of the Authority, the City, the State of California or any
political subdivision thereof to pay the Bonds or the interest thereon, nor to
enforce payment thereof against any property of the Authori ty or the City; nor
shall the Bonds constitute a charge, lien or encumbrance, legal or equitable, upon
any property of the Authority or the City.
Section 4.02. Performance of Covenants; Authority. The Authority
covenants that it will faithfully perform at all times any and all covenants,
undertakings, stipulations and provisions contained in this Resolution, in the
Agreement, in any and every Bond executed, authenticated and delivered hereunder
and in all of its proceedings pertaining hereto. The Authority covenants that it
is duly authorized under the laws of the State, including particularly and without
limitation the Law, to issue the Bonds authorized hereby and to execute this
Resol ution and the Agreement and to pledge the amounts to be paid under the
Agreement and other amounts hereby pledged in the manner and to the extent herein
set forth, that all action on its part for the issuance of the Bonds, the adoption
of this Resolution and the execution and delivery of the Agreement has been duly
and effectively taken, and that the Bonds in the hands of the Owners thereof are and
will be valid and enforceable special obligations of the Authority according to the
terms thereof and hereof.
Section 4.03. Instruments of Further Assurance. The Authority will do,
execute, acknowledge and deliver or cause to be done, executed, acknowledged and
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delivered, such resolutions supplemental hereto and such further acts, instruments
and transfers as the Servicing Agent may reasonably require for the better
assuring, transferring, conveying, pledging, assigning and confirming unto the
Owners all and singular the amounts pledged hereby to the payment of the principal
of, premium, if any, and interest on the Bonds. The Authority, except as herein and
in the Agreement provided, will not sell, convey, mortgage, encumber or otherwise
dispose of the amounts, revenues and receipts payable under the Agreement or its
rights under the Agreement.
Section 4.04. Recording and Filing. The Authority covenants that it will
cause all financing statements related to this Resolution and all supplements
thereto and the Deed of Trust and all supplements thereto and the Agreement and all
supplements thereto, as well as such other security agreements, financing
statements and all supplements thereto and other instruments as may be required
from time to time to be kept, to be recorded and filed by the Servicing Agent in
such manner and in such places as may from time to time be required by law in order
to preserve and protect fully the security of the Owners of the Bonds.
Section 4.05. Inspection of Project Books. All books and records in the
Authority's possession relating to the Project and the amounts derived from the
Project shall at all reasonable times be open to inspection by such accountants or
other agencies as the Servicing Agent may from time to time designate.
Section 4.06. Rights Under Agreement. The Agreement, a duly executed
counterpart of which has been filed with the Servicing Agent, sets forth the
covenants and obligations of the Authority and the Company, including provisions
regarding amendment, modification, alteration and termination thereof, and
reference is hereby made to the Agreement for a detailed statement of said
covenants and obligations of the Company thereunder, and the Authority agrees that
the Servicing Agent in its name or in the name of the Authority may enforce all
rights of the Authority and all obligations of the Company under and pursuant to
the Agreement for and on behalf of the Bond Owners, whether or not there has been an
Event of Default as specified in Section 8.01 of the Agreement.
Section 4.07. Designation of Servicing Agent as Registrar and Paying Agent.
The Servicing Agent is hereby designated as Bond registrar and paying agent for and
in respect of the Bonds, and to maintain, on behalf of the Authority, all books and
records relating thereto.
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ARTICLE V
REVENUES AND FUNDS
Section 5.01. Source of Payment of Bonds. The Bonds herein authorized and
all payments by the Authority hereunder are not general obl igations of the
Authority but are special obligations of the Authority payable solely from amounts
derived from the Agreement and the Deed of Trust, if any, and as authorized by the
Law and provided herein.
The Base Loan Payments are to be remitted directly to the Servicing Agent
for the account of the Authority and deposited in the Bond Fund. Such payments,
sufficient in amount to insure the prompt payment of the principal of, premium, if
any, and interest on the Bonds, are pledged to such payment.
Section 5.02. Creation of Bond Fund. There is hereby created by the
Authority and ordered established with the Servicing Agent a special fund to be
designated "Industrial Development Authority of the City of Santa Ana Industrial
Revenue Bonds (Fa i rvi ew Investors Proj ect) Bond Fund" whi ch sha 11 be used to pay
when due the principal of, premium, if any, and interest on the Bonds.
Section 5.03. Payments into Bond Fund; Pledge. There shall be deposited
into the Bond Fund, as and when received, (a) any amount in the Construction Fund
directed to be paid into the Bond Fund pursuant to Section 3.04 of the Agreement;
(b) amounts transferred from the Reserve Fund to the Bond Fund pursuant to Section
5.05 hereof; (c) all Base Loan Payments; (d) all moneys received by the Servicing
Agent with respect to the Deed of Trust; and (e) all other moneys received by the
Servicing Agent under and pursuant to any of the provisions of the Agreement which
are required or which are accompanied by directions that such moneys are to be paid
into the Bond Fund. All of said moneys are hereby pledged to the payment of the
Bonds.
Section 5.04. Use of Moneys in Bond Fund. Except as provided in Section
5.10 hereof, moneys in the Bond Fund shall be used solely for the payment of the
principal of, premium, if any, and interest on the Bonds, and for the redemption of
the Bonds prior to maturity. The Bond Fund shall be in the custody of the Servicing
Agent but in the name of the Authority, and the Authority hereby authorizes and
directs the Servicing Agent to withdraw sufficient funds from the Bond Fund to pay
the principal of, premium, if any, and interest on the Bonds as the same become due
and payable.
Section 5.05. Construction Fund. There is hereby created and established
with the Servicing Agent a special fund in the name of the Authority to be
designated "Industrial Development Authority of the City of Santa Ana Industrial
Revenue Bonds (Fairview Investors Project) Construction Fund" which shall be
expended in accordance with the provisions of Article III of the Agreement.
Section 5.06. Payments into the Construction Fund; Disbursements. The
proceeds received by the Authority upon the issuance and delivery of the Bonds
shall be deposited in the Construction Fund. Moneys in the Construction Fund shall
be disbursed by the Servicing Agent solely to pay Costs of Issuance and Costs of
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Construction, upon receipt of a requisition signed by a Company Representative (or,
in the case of Costs of Issuance, signed by either an Authority Representative or a
Company Representative) which shall:
(a) state with respect to each disbursement to be made: (1) the requisition
number, (2) the name and address of the person, firm or corporation to whom payment
is due, (3) the amount to be disbursed, (4) that each obligation mentioned therein
has been properly incurred, is a proper charge against the Construction Fund and
has not been the basis of any previous disbursement, and (5) that the expenditure
of such di sbursement, other than for Costs of Issuance, will result in at 1 east
ninety percent (90%) of the total of such disbursement, plus all other
disbursements previously made from the Construction Fund other than disbursements
for Costs of Issuance, having been used for payment of amounts incurred after
October 24, 1983, which are, for Federal income tax purposes, chargeable to the
capital account for the Improvements or would be so chargeable either with a proper
election by the Company (for example under Section 266 of the Code) or but for a
proper election by the Company to deduct such amounts;
(b) specify in reasonable detail the nature of each such obligation; and
(c) be accompanied by a bi 11 or statement of account for each such
obligation.
The Servicing Agent is hereby authorized and directed to make each
disbursement required by the provisions hereof from the Construction Fund and to
issue its checks therefor. The Servicing Agent shall keep and maintain adequate
records pertaining to the Construction Fund and all disbursements therefrom.
Section 5.08. Establishment of Completion Date; Disposition of Excess
Proceeds.
(a) The Authority shall assure that the date of completion of the
Improvements shall be evidenced to the Authority and the Servicing Agent by this
filing with the Authority and the Servicing Agent of a Certificate of Completion in
accordance with Section 3.04 of the Agreement. Upon receipt of the Certificate of
Completion, the Servicing Agent shall retain in the Construction Fund a sum equal
to the amounts necessary for payment of Costs of Construction and Costs of Issuance
not then due and payable. Any amount not retained in accordance with the preceding
sentence and any amount retained but not subsequently used for payment of Costs of
Construction and Costs of Issuance (as determined by a certificate of a Company
Representative filed with the Servicing Agent) shall be transferred by the
Servicing Agent to the Bond Fund.
(b) Amounts transferred from the Construction Fund to the Bond Fund in
accordance with subsection (a) hereof shall be applied by the Servicing Agent as a
credit against amounts of Bonds to be redeemed pursuant to Section 3.01(a)(4)
hereof on the Payment Date next succeeding 45 days following the Completion Date
and, prior to said appl ication, if invested shall be invested at a yield not in
excess of the yield of the Bonds.
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Section 5.09. Nonpresentment of Bonds. Notwithstanding any provisions of
this Resolution, any moneys held by the Servicing Agent for the payment of the
principal of, or interest or premium on, any Bonds remaining unclaimed for six (6)
years after the principal of all the Outstanding Bonds has become due and payable
(whether at maturity or upon call for redemption or by declaration as provided in
this Resolution), shall be paid to the Company upon its written request, and all
liability of the Authority or the Servicing Agent with respect to such moneys or to
the payment of the Bonds shall thereupon cease.
Section 5.10. Repayment to Company from Funds. Any amounts remaining in
the Bond Fund and the Reserve Fund (other than amounts held therein for the payment
of the principal of or interest or premium on any Bonds remaining unclaimed), the
Construction Fund or any other fund after payment in full (or provision for such
payment having been made) of the principal of and premium, if any, and interest on
the Bonds, the fees, charges and expenses of the Servi ci ng Agent and a 11 other
amounts required to be paid hereunder, shall be transferred by the Servicing Agent
to the Company.
Section 5.11. Insurance and Condemnation Proceeds. The Servicing Agent)s
authorized and directed to hold all Net Proceeds from any insurance proceeds or
condemnation award and disburse such proceeds in accordance with Article V of the
Agreement. If the Company directs that any portion of such Net Proceeds be applied
to redeem Bonds, the Authority covenants and agrees to take and cause to be taken
the necessary steps to redeem on the next succeeding Payment Date the amount of
Bonds so specified by the Company.
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ARTICLE VI
INVESTMENT OF MONEYS
Section 6.01. Permitted Investments. Any moneys held as a part of the Bond
Fund, the Construction Fund or any other fund or account established hereunder
shall be invested or reinvested by the Servicing Agent, to the extent permitted by
law, at the written request of and as directed by the Company Representative, in
Permitted Investments or in the event that the Company does not provide such
directions, then in Federal Securities having a yield at least equal to the yield
of the Bonds, if available, or, if not available, having a yield less than the yield
of the Bonds
Section 6.02. Investment of Funds. The Servicing Agent may make any and
all such Permitted Investments through its own departments or through the bond
department of any bank or trust company under common control with the Servicing
Agent. All such Permitted Investments shall at all times be a part of the fund from
which the moneys used to acquire such Permitted Investments shall have come, and
all income and profi ts on such Permi tted Investments shall be credi ted to, and
losses thereon shall be charged aga i nst, such funds, except that pri or to the
filing of a Certificate of Completion with the Servicing Agent, all interest or
income on the Bond Fund, if any, shall be deposited in the Construction Fund. Such
Permitted Investments shall be made so as to mature or be subject to redemption on
or prior to the date or dates that the Company anticipates that moneys therefrom
will be required. Such Permitted Investments shall be registered in the name of
the Serv i c i ng Agent on beha If of the Authority.
Section 6.03. Arbitrage Certification. The Authority hereby covenants and
certifies to and for the benefit of the Owners of the Bonds from time to time
Outstanding that so long as any of the Bonds remain Outstanding, moneys on deposit
in any fund or account in connection with the Bonds, whether or not such moneys were
derived from the proceeds of sale of the Bonds or from any other sources, will not
be used in a manner which, if such use had been made on the Delivery Date, would
have caused the Bonds to be classified as "arbitrage bands" within the meaning of
Section 103(c) of the Code.
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ARTICLE VII
DISCHARGE OF RESOLUTION
If the Authori ty shall pay and di scharge the entire indebtedness on the
Bonds Outstanding in anyone or more or the following ways, to wit:
(a) by well and truly paying or causing to be paid the
principal of and interest and premium, if any, on the Bonds, as and
when the same become due and payable;
(b) by depositing with the Servicing Agent, at or before
maturity, money which, together with the amounts then on deposit in
the Jond Fund and the Reserve Fund is fully sufficient to the pay
the Bonds, including all principal, interest and premium, if any;
or
(c) by depos i t i ng wi th the Servi ci ng Agent, Federal
Securit i es in such amount a s the Authori ty sha 11 determi ne will,
together with the interest to accrue thereon and moneys then on
deposit in the Bond Fund and the Reserve Fund be fully sufficient
to pay and discharge the indebtedness on the Bonds (including all
principal, interest and premium, if any) at or before the final
maturity date of the Bonds
then, at the election of the Authority, and notwithstanding that the Bonds may not
have been surrendered for payment, the pledge of the moneys and funds provided for
in this Resolution and all other obligations of the Authority and the Company under
this Resolution with respect to the Bonds shall cease and terminate, except only
the obligation of the Authority to payor cause to be paid to the Owners of the
Bonds all sums due thereon.
Notwithstanding the foregoing, no deposit under clause (c) of the
immedi ate ly precedi ng paragraph shall be deemed a payment of such Bonds as
aforesaid until: (a) proper notice of redemption of such Bonds shall have been
previously given in accordance with Article III of this Resolution, or in the event
said Bonds are not by their terms subject to redemption within the next succeeding
sixty (60) days, until the Company shall have given the Servicing Agent on behalf
of Authority, in form satisfactory to the Servicing Agent, irrevocable instructions
to notify, as soon as practicable, the Owners of the Bonds, in accordance with
Article III hereof, that the deposit provided for by clause (c) above has been made
with Servicing Agent and that said Bonds are deemed to have been paid in accordance
with this Article and stating the Payment Date upon which moneys are to be
available for the payment of the principal of and the applicable redemption
premium, if any, on said Bonds, plus interest thereon to the said Payment Date; or
(b) the maturity of such Bonds.
All moneys so deposited with the Servicing Agent as provided in this Article
VII may at the direction of the Company also be invested and reinvested in Federal
Securities, maturing in the amounts and times as hereinbefore set forth, and all
income from all Federal Securities in the hands of the Servicing Agent pursuant to
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this Article VII which is not required for the payment of the Bonds and interest and
premium, if any, thereon with respect to which such moneys shall have been so
deposited shall be deposited in the Bond Fund as and when realized and collected
for use and application as are other moneys deposited in the Bond Fund.
Notwithstanding any provision of any other Article of this Resolution which
may be contrary to the provisions of this Article, all moneys or Federal Securities
set aside and held pursuant to the provisions of this Article VII for the payment of
Bonds (including interest and premium thereon, if any) shall be applied to and used
solely for the payment of the Bonds (including interest and premium thereof, if
any) with respect to which such moneys and Federal Securities have been so set
aside in trust.
Anything in Article IX hereof to the contrary notwithstanding, if moneys or
Federal Securities have been deposited or set aside with the Servicing Agent
pursuant to this Article for the payment of Bonds and such Bonds shall not have in
fact been actually paid in full, no amendment to the provisions of this Article
sha 11 be made wi thout the con sent of the Owner of each Bond affected thereby.
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ARTICLE VIII
EVENTS OF DEFAULT; REMEDIES
Section 8.01. Events of Default. If any of the following events occur, it
is hereby declared to constitute an "Event of Default";
(a) if the principal of, or interest or premium (if any) on, any Bond
sha 11 not be duly and punctually paid when and as the same sha 11 become due and
payable, whether at maturity, by proceedings for redemption, by declaration or
otherwi se;
(b) if the Authority shall fail to perform or observe any other of the
covenants, agreements or conditions on its part in this Resolution contained, and
such default shall have continued for a period of sixty (60) days after written
notice thereof, specifying such failure and requiring the same to be remedied,
shall have been given to the Authority and the Company by the Servicing Agent, or to
the Authority, the Company and the Servicing Agent by the Owners of not less than
twenty-five percent (25%) in aggregate principal amount of the Bonds at the time
Outstandi ng; or -
(c) if an Event of Default has occurred under the Agreement or the
Deed of Trust.
Section 8.02. Acceleration. If an Event of Default has occurred as defined
under Section 8.01 and is continuing, then and in each and every such case during
the continuance of such Event of Default unless the principal of all the Bonds
shall have already become due and payable, the Servicing Agent, on behalf of the
Authority, may, and upon the written request of the Owners of not less than twenty-
five percent (25~~) in aggregate principal amount of the Bonds at the time
Outstanding, the Servicing Agent, on behalf of the Authority, shall, declare the
principal of all the Bonds then Outstanding, and the interest accrued thereon, 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
Bonds contained to the contrary notwithstanding.
The foregoing provisions, however, are subject to the condition that if, at
any time after the principal of the Bonds shall have been so declared to be or have
so become due and payable because of an Event of Default specified in Section 8.01,
and before any judgment or decree for the payment of moneys due shall have been
obtained or entered as hereinafter provided, there shall have been deposited with
the Servi ci ng Agent on beha If of the Authori ty a sum suffi ci ent to pay all
principal on the Bonds matured prior to such declaration and all matured
installments of interest (if any) upon all the Bonds, with interest on such overdue
installments of principal at the respective rates borne by the Bonds, and the
reasonable expenses of the Servicing Agent, and any and all other Events of Default
known to the Servicing Agent (other than in the payment of principal of and
interest on the Bonds due and payable solely by reason of such declaration) shall
ha ve been made good or cured to the sat is fact i on of the Servi c i ng Agent or
provi sion deemed by the Servicing Agent to be adequate shall have been made
therefor, then, and in every such case, the Owners of at least a majority in
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aggregate principal amount of the Bonds then Outstanding, by written notice to the
Authority and to the Servicing Agent, may, on behalf of the Owners of all of the
Bonds, rescind and annul such declaration and its consequences and waive such
default; but no such rescission and annulment shall extend to or shall affect any
subsequent Event of Default, or shall impair or exhaust any right or power
consequent thereon.
Section 8.03. Dther Remedies; Rights of Bond Owners. Upon the occurrence
of an Event of Default specified in Section 8.01, the Servicing Agent, on behalf of
the Authority, may pursue any available remedy, in addition to the remedy specified
in Section 8.02, at law or in equity to enforce the payment of the principal of,
premium, if any, and interest on the Outstanding Bonds.
No remedy by the terms of this Resolution conferred upon or reserved to the
Authority (or to the Bond Owners) is intended to be exclusive of any other remedy,
but each and every such remedy shall be cumulative and shall be in addition to any
other remedy given to the Authority or to the Bond Owners hereunder or now or
hereafter existing at law or in equity.
No delay or omission to exercise any right or power accruing upon any Event
of Default specified in Section 8.01 shall impair any such right or power or shall
be construed to be a waiver of any such Event of Default or acquiescence therein;
such right or power may be exercised from time to time as often as may be deemed
expedient.
Section 8.04. Right of Bond Owners to Direct Proceedings. Anything in
this Resolution to the contrary notwithstanding, the Owners of a majority in
aggregate principal amount of the Outstanding Bonds shall have the right, at any
time, by an instrument or instruments in writing executed and delivered to the
Servicing Agent, to direct the method and place of conducting all proceedings to be
taken in connection with the enforcement of the terms and conditions of this
Resolution, or for the appointment of a receiver or any other proceedings
hereunder, provided that such direction shall not be otherwise than in accordance
with the provisions of law and of this Resolution.
Section 8.05. Waiver. Upon the occurrence of an Event of Default specified
in Section 8.01, to the extent that any rights may then lawfully be waived, neither
the Authority, nor anyone claiming through or under it, shall set up, claim or seek
to take advantage of any appraisement, valuation, stay, extension or redemption
laws of any jurisdiction now or hereafter in force, in order to prevent or hinder
the enforcement of this Resolution, and the Authority, for itself and all who may
claim through or under it, hereby waives, to the extent that it lawfully may do so,
the benefit of all such laws.
Section 8.06. Application of Moneys. The Servicing Agent shall deposit in
the Bond Fund all moneys received by the Servicing Agent pursuant to any right
given or action taken under the provisions of this Article remaining after payment
of the costs and expenses of the proceedings resulting in the collection of such
moneys and of the expen ses, 1 i abi 1 it i es and advances incurred or made by the
Servicing Agent. All moneys in the Bond Fund shall be applied to the payment of the
principal and interest then due and unpaid upon the Bonds, without preference or
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priority of principal over interest or of interest over principal, or of any
installment of interest over any other installment of interest, or of any Bond over
any other Bond, ratably, according to the amounts due, respectively, for principal
and interest, to the persons entitled thereto without any discrimination or
privilege, with interest on overdue installments of interest or principal, to the
extent permitted by law, at the rate borne by the Bonds for which such interest is
being computed. Any moneys remaining in the Bond Fund (other than amounts held
therein for the payment of the principal of or interest on premium on any Bonds
remaining unclaimed) after payment in full (or provisions for such payment having
been made) of the principal of and premium, if any, and interest on the Bonds, the
fees, charges and expenses of the Servicing Agent and all other amounts required to
be paid hereunder shall be applied as provided in Section 5.10.
W~enever moneys are to be applied pursuant to the provisions of this Section
8.06, such moneys shall be applied at such times, and from time to time, as the
Servicing Agent shall determine, having due regard to the amount of such moneys
available for application and the likelihood of additional moneys becoming
available for such application in the future. Whenever the Servicing Agent shall
apply such funds, it shall fix the date (which shall be a Payment Date unless it
shall deem another date more suitable) upon which such application is to be made
and upon such date interest on the amounts of principal to be paid on such dates
shall cease to accrue. The Servicing Agent shall give such notice as it may deem
appropriate of the deposit with it of any such moneys and of the fixing of any such
date, and shall not be required to make payment to the Owner of any Bond until such
Bond shall be presented to the Servicing Agent for appropriate endorsement or for
cancellation if fully paid.
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Section 8.07. Remedies Vested. All rights of action (including the right
to file proof of claims and other papers or documents as may be necessary or
advisable in order to have the claims of the Servicing Agent and the Bond Owners
allowed in any judicial proceedings) under this Resolution or under any of the
Bonds may be enforced by the Authority or the Servicing Agent without the
possession of any of the Bonds or the production thereof in any trial or other
proceeding relating thereto, and any such suit or proceeding instituted by the
Servicing Agent shall be brought in the name of the Authority, and any recovery of
judgment shall be for the equal and ratable benefit of the Owners of the
Outstanding Bonds.
Section 8.08. Rights and Remedies of Bond Owners. No Owner of any Bond
shall have any right to institute any suit, action or proceeding at law or in equity
for the enforcement of this Resolution or for any other remedy hereunder, unless an
Event of Default has occurred of which the Servicing Agent has been notified,
unless the Owners of at least twenty-five percent (25~~) in aggregate principal
amount of Outstanding Bonds shall have made written request to the Servicing Agent
on behalf of the Authority and shall have offered it reasonable opportunity either
to proceed to exercise the powers hereinbefore granted or to institute such action,
suit or proceeding in its own name or names, nor unless also they have offered to
the Servicing Agent indemnity, nor unless the Servicing Agent shall thereafter fail
or refuse to exercise the powers hereinbefore granted, or to institute such action,
suit or proceeding. However, nothing contained in this Resolution shall affect or
impair the right of any Bond Owner without his consent, to receive or to institute
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suit for the enforcement of the payment of the principal of, premium, if any, and
interest on any Bond at and after the maturity thereof, or the obligation of the
Authority to pay the principal of, premium, if any, and interest on each of the
Bonds issued hereunder to the respective Owners thereof at the time, place, from
the source and in the manner in the Bonds expressed.
Section 8.09. Termination of Proceedings. In case the Servicing Agent
shall have proceeded to enforce any right under this Resolution and such
proceedings shall have been discontinued or abandoned for any reason, or shall have
been determined adversely, then and in every such case, the Authority, the
Servicing Agent and the Bond Owners shall be restored to their former positions
hereunder, and all rights, remedies and powers of the Authority and the Servicing
Agent shall continue as if no such proceedi ngs had been taken.
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ARTICLE IX
THE SERVICING AGENT
Section 9.01. Appointment of Servicing Agent. Marine National Bank at its
main office in Irvine, California, is hereby appointed Servicing Agent of the
Authority for the purpose of receiving all moneys required to be paid to the
Servicing Agent hereunder, to allocate, use and apply the same, to hold, receive
and disburse Base Loan Payments and other funds pledged or held hereunder, and
otherwise to hold all the offices and perform all the functions and duties provided
in this Resolution to be held and performed by the Servicing Agent. All funds and
documents (including without limitation the Deed of Trust) shall be held by the
Servicing Agent for the benefit of the Bond Owners as provided herein. The
Servicing Agent shall signify its acceptance of the duties and obligations imposed
upon it by thi s Reso 1 ut i on by execut i ng a cert ifi cate to that effect to the
Authority on the Delivery Date.
The Authority may remove the Servicing Agent initially appointed, and any
successor thereto, with the consent of a majority of the Owners of the Bonds and may
appoint a successor or successors thereto, but any such successor shall be a bank
or trust company or savings and loan association doing business and having an
office in the City of Santa Ana or the City of Irvine, California, and having a
combined capital (exclusive of borrowed capital) and surplus aggregating at least
Six Million Dollars ($6,000,000).
The Servicing Agent may at any time resign by giving written notice to the
Authority and by giving to the Bond Owners notice by mailing to the Owners at their
address as shown on the Bond registration records held by the Servicing Agent
pursuant to this Resolution. Upon receiving notice of such resignation, the
Authority shall promptly appoint a successor Servicing Agent.
Section 9.02. Liability of Servicing Agent. The recitals' of facts,
covenants and agreements herein and in the Bonds contained shall be taken as
statements, covenants and agreements of the Authori ty, and the Servi ci ng Agent
assumes no responsibility for the correctness of the same, or makes any
representations as to the validity or sufficiency of this Resolution or of the
Bonds, or shall incur any responsibility in respect hereof or thereof, other than
in connection with the duties or obligations herein or in the Bonds assigned to or
imposed upon it. The Servicing Agent shall not be liable in connection with the
performance of its duties hereunder, except for its own gross negligence or willful
default. The Servicing Agent shall not be under any obligation or duty to perform
or act which would involve it in expense or liability or to institute or defend any
suit in repect hereof, or to advance any of its own moneys, unless properly
indemnified to its satisfaction.
Section 9.03. Notice to Servicing Agent. The Servicing Agent shall be
protected in acting upon any notice, resolution, request, consent, order,
certificate, report, warrant, Bond or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party. The Servicing
Agent may consult with counsel, who may be counsel to the Authority, with regard to
legal questions, and the opinion of such counsel shall be full and complete
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authorization and protection in respect of any action taken or suffered hereunder
in good faith and in accordance therewith.
The Servicing Agent shall not be bound to recognize any person as the Owner
of any Bond unless and until such Bond is submitted for inspection, if required,
and title thereto satisfactorily established, if disputed.
Section 9.04. Compensation and Expenses. The Company shall be required to
pay to the Servicing Agent, pursuant to the Agreement, an administration fee of
$2,000 to be paid on the Delivery Date together with a monthly servicing fee equal
to 1/12 of 3/8 of 1% of the outstanding principal amount of the Bonds, in
compensation for all of the the services rendered under this Resolution, and the
Company also shall be required to payor reimburse all reasonable expenses,
charges, legal and consulting fees and other disbursements and those of attorneys,
agents and employees, incurred by the Servicing Agent in and about the performance
of its powers and duties under this Resolution. The Authority further covenants
and agrees to indemnify and save the Servicing Agent harmless against any loss,
expense, and liabilities which it may incur arising out of or in the exercise and
performance of its powers and duties hereunder, including the costs and expenses of
defending against any claim of liability, including liabilities based on the
Servicing Agent's ordinary negligence, but excluding liabilities which are due to
its gross negligence or willful default.
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ARTICLE X
SUPPLEMENTAL RESOLUTIONS
Section 10.01. Supplemental Resolutions Not Requiring Consent of Bond
Owners. The Authority may, without consent of, or notice to, any of the Bond
Owners, but only with written notice to the Company and the Servicing Agent, adopt
a Supplemental Resolution for anyone or more of the following purposes:
(a) To add to the covenants and agreements of the Authority in this
Resolution contained, other covenants and agreements thereafter to be observed, or
to surrender any right or power herein reserved to or conferred upon the Authority,
and which in the opinion of counsel (who may be counsel to the Authority) shall not
adversely and substantially affect the interests of the Owners of the Bonds;
(b) To make such provisions for the purpose of curing any ambiguity, or of
curing, correcting or supplementing any defective provision contained in this
Resolution, or in regard to questions arising under this Resolution, as the
Authority may deem necessary or desirable and not inconsistent with this
Resolution, and which in the opinion of counsel (who may be counsel to the
Authority) shall not adversely and substantially affect the interests of the Owners
of the Bonds; and
(c) To provide for the issuance, exchange of delivery of Bonds in form
payable to bearer with or without coupons and to insert any new provisions to
modify or delete existing provisions of this Resolution for such purpose provided
that there shall be first filed with the Servicing Agent the opinion of nationally
recognized bond counsel to the effect that such provisions will not adversely
affect tax exemption of interest on the Bonds.
Section 10.02. Supplemental Resolutions Requiring Consent of Bond Owners.
Exclusive of Supplemental Resolutions permitted by Section 10.01 hereof and subject
to the terms and provisions contained in this Section, and not otherwise, the
Owners of not less than sixty percent (60%) in aggregate principal amount of the
Outstanding Bonds shall have the right, from time to time, anything contained in
thi s Reso 1 ut i on to the contrary notwi thstandi ng, to consent to and approve the
adoption by the Authority of such other resolutions supplemental hereto as shall be
deemed necessary and desirable by the Authority for the purpose of modifying,
altering, amending, adding to or rescinding, in any particular, any of the terms or
provisions contained in this Resolution or in any supplemental resolution;
provided, however, that nothing in this Section or in Section 10.01 hereof shall
permit, or be construed as permitting, without the consent of the Dwners of all
Bonds Outstanding, (a) an extension of the maturity of the principal of, or the
interest on, any Bond issued hereunder, or (b) a reduction in the principal amount
of, or redemption premium on, any Bond or the rate of interest thereon, or (c) a
privilege or priority of any Bond or Bonds over any other Bond or Bonds, or (d) a
reduction in the aggregate principal amount of the Bonds required for consent to
such supplemental resolutions or to any modifications or waiver of the provisions
of the Agreement, or (e) the deprivation of the Owner of any Outstanding Bond of the
pledge of Base Loan Payments and other funds and moneys herein contained, or (f)
the deprevation of the Owner of any Outstanding Bond of the security provided by
the Agreement and the Deed of Trust.
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ARTICLE XI
AMENDMENT OF AGREEMENT
Sect ion 11.01. Amendments to Agreement Not Requi ri ng Consent of Bond
Owners. The Authority may without the consent of or notice to the Bond Owners
consent to any amendment, change or modification of the Agreement for anyone or
more of the following purposes:
I (a) To add to the covenants and agreements of the Company contained in the
; Agreement, other covenants and agreements thereafter to be observed, or to
\,.. surrender any ri ght or power therei n reserved to or conferred upon the Company
which shall not adversely affect the interests of the Bond Owners; and
(b) To make such provisions for the purpose of curing any ambiguity, or of
curing, correcting or supplementing any defective provision contained in the
Agreement, or in regard to questions arising under the Agreement, as the Authority
may deem necessary or desirable and not inconsistent with the Resolution and which
shall not adversely affect the interests of the Bond Owners.
Section 11.02. Amendments to Agreement Requiring Consent of Bond Owners.
Except for the amendments, changes or modifications as provided in Section 11.01
hereof, neither the Authority nor the Servicing Agent shall consent to any other
amendment, change or modification of the Agreement without the written approval of
the Owners of not less than sixty percent (60%) in aggregate principal amount of
the Bonds at the time Outstanding given as in Article XII provided, provided that
the consent of the Owners of all Bonds Outstanding is required for any amendment,
change or modifi cat ion of the Agreement that woul d permi t the termi nat i on or
cancellation of the Agreement or a reduction in or postponement of the payments
under the Agreement or any change in the provisions relating to the payment
thereunder. If at any time the Authority and the Company shall request the consent
of the Authority to any such proposed amendment, change or modification of the
Agreement, the Servicing Agent, on behalf of the Authority, shall, upon being
satisfactorily indemnified with respect to expenses, cause notice of such proposed
amendment, change or modification to be given to the Owners of the Bonds at their
address as shown on the Bond registration records held by the Servicing Agent.
Such notice shall briefly set forth the nature of such proposed amendment, change
or modification and shall state that copies of the instrument embodying the same
are on file at the main office of the Servicing Agent in Irvine, California, for
inspection by all Bond Owners.
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ARTICLE XII
MISCELLANEOUS
Section 12.01. Consents of Bond Owners. Any consent, request, direction,
approval, objection or other instrument required by this Resolution to be signed
and executed by the Bond Owners may be in any number of concurrent documents and may
be executed by such Bond Owners in person or by agent appointed in writing. Proof
of the execution of any such consent, request, direction, approval, objection or
other instrument or of the wri tten appoi ntment of any such agent or of the
ownership of Bonds, if made in the following manner, shall be sufficient for any of
the purposes of this Resolution, and shall be conclusive in favor of the Authority
and the Servicing Agent with regard to any action taken by it under such request or
other instrument, namely;
(a) The fact and date of the execution by any person of any such
writing may be proved by the certificate of any officer in any jurisdiction who by
law has power to take acknowledgments within such juri sdiction that the person
signing such writing acknowledged before him the execution thereof, or by an
affidavit of any witness to such execution.
(b) The fact of ownership of Bonds and the amount or amounts, numbers
and other identification of such Bonds, and the date of holding the same shall be
proved by the registration records of the Authority maintained by the Servicing
Agent pursuant to this Resolution.
For all purposes of this Resolution and of the proceedings for the
enforcement hereof, such person shall be deemed to continue to be the Owner of such
Bond until the Servicing Agent shall have received notice in writing to the
contrary.
Section 12.02. Limitation of Rights. With the exception of any rights
herein expressly conferred, nothing expressed or mentioned in or to be implied from
this Resolution or the Bonds is intended or shall be construed to give to any person
or company other than the parties hereto, and the Owners of the Bonds, any legal or
equitable right, remedy or claim under or with respect to this Resolution or any
covenants, conditions and provisions herein contained; this Resolution and all of
the covenants, conditions and provisions hereof being intended to be and being for
the sole and exclusive benefit of the Authority and the Owners of the Bonds as
herein provided.
Section 12.03. Severability. If any provls10n of this Resolution shall be
held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable,
the same shall not affect any other provision or provisions herein contained or
render the same invalid, inoperative or unenforceable to any extent whatever.
Section 12.04. Content of Certificates and Opinions.
statement or opinion with respect to compliance with a condition
provided for shall include -
Each cert ifi cate,
or covenant herein
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(1) a statement that the person making or glvlng such certificate,
statement or opinion has read all pertinent provisions of this Resolution
(including such condition or covenant and definitions relating thereto), to which
such certificate, statement or opinion may relate;
(2) a brief statement as to the nature and scope of the examination or
investigation upon which the certificate, statement or opinion is based;
(3) a statement that, in the opinion of such person, he has made such
examination or investigation as is necessary to enable him to express an informed
opinion as to whether or not such condition or covenant has been compl ied with; and
(4) a statement as to whether, in the opinion of such person, such
condition or covenant has been complied with.
Section 12.05. Notices. Any notice,
communication or other paper shall be sufficiently
when delivered or mailed by registered or certified
by telegram, addressed as follows:
request, complaint, demand,
given and shall be deemed given
mail, postage prepaid, or sent
If to the Authori ty:
Industrial Development Authority of
the City of Santa Ana
20 Civic Center Plaza, 6th Floor
Santa Ana, California, 92701
Attention: Secretary
If to the Servicing Agent:
Marine National Bank
Marine National Bank Building
18401 Von Karman Avenue
Irvine, California 92715
Attention: President
If to the Company:
Fairview Investors, Ltd.
1613 Paramount Avenue
Montebello, California 90604
Attention: General Partner
A duplicate copy of each notice required to be given hereunder by the either
the Authority or the Servicing Agent to either the Authority or the Company shall
also be given to the other and to the Company. The Authority, the Company and the
Servicing Agent may designate any further or different addresses to which
subsequent notices, certificates or other communications shall be sent.
Section 12.06. Payments Due on Saturdays, Sundays and Holidays. In any
case where the date of maturity of interest on or principal of the Bonds or the date
fixed for redemption of any Bonds shall be in the City of Irvine, California office
a Saturday, Sunday or a legal holiday or a day on which banking institutions are
authorized by law to close, then payment of principal, premium, if any, or interest
need not be made on such date but may be made on the next succeeding Business Day
with the same force and effect as if made on the date of maturity or the date fixed
for redemption, and no interest shall accrue for the period after such date.
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Section 12.07. Governing Law. This Resolution shall be governed by and
construed in accordance with the laws of the State of California.
Section 12.08. Rules of Interpretation. Unless expressly indicated
otherwise, references to Sections or Articles are to be construed as references to
Sections or Articles of this instrument as originally executed.
Section 12.09. Captions. The captions and headings in this Resolution are
for convenience only and in no way define, limit or describe the scope or intent of
any provisions or Sections of this Resolution.
ADOPTED, this 19th day of December, 1983.
ATTEST:
fJ-...-- )~ i.-I)-
Sec reta ry I.
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~ DIRECTORS:
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Luxembourger
Griset
Acosta
Bri cken
Johnson
McGuigan
Young
Aye
Aye
Aye
Aye
Aye
Aye
Aye
Approved as to form:
~oI~~
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12/12/83
DEFINITIONS
"Agreement" means the Loan Agreement by and between the Authority and the
Company dated as of the December 1, 1983, and any amendments and supplements
thereto.
Ana.
"Authority" means the Industrial Development Authority of the City of Santa
"Authority Representative" means the person or persons at the time
designated to act on behalf of the Authority by written certificate furnished to
the Company and the Servicing Agent containing the specimen signatures of such
person or persons and signed on behal f of the Authority by its duly authorized
representative. Such certificate may designate an alternate or alternates.
"Base Loan Payments" means the payments required to be made by the Company
pursuant to Section 4.02(a) of the Agreement.
"Bond Fund" means the fund created in Section 5.02 of the Resolution.
"Bond Owner" or "Owner" means any person who shall be the registered owner
of any Outstanding Bond.
"Bonds" means the Industrial Development Authority of the City of Santa Ana
Industri a 1 Revenue Bonds (Fai rview Investors Project) issued by the Authority
pursuant to the Resolution.
"Business Day" means a day on which banking business is transacted in the
City of Irvine, California.
"City" means the City of Santa Ana, California.
"Code" means the Internal Revenue Code of 1954, as amended. All references
to any Section of the Code shall include the regulations of the United States
Department of the Treasury promulgated under such Section.
"Company" means (i) Fairview Investors, Ltd., a limited partnership
organized and existing under the laws of the State of California, its successors
and assigns, and (ii) any surviving, resulting or transferee entity.
"Company Representative" means the person or persons at the time designated
by the Company to act on behalf of the Company by written certificate furnished to
the Authority and the Servicing Agent containing the specimen signatures of such
person or persons and signed on behalf of the Company by one of its general
partners. Such certificate may designate an alternate or alternates.
"Completion Date" means the date of completion of construction of the
Improvements, as that date shall be certified as provided in Section 3.04 of the
Agreement.
EXHIBIT A
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"Construction Fund" means the fund by that name establ i shed pursuant to
Section 5.06 of the Resolution.
"Costs of Construction" with respect to the Improvements shall mean all
costs of constructing the Improvements, including but not limited to any or all of
the following items:
(i) all costs which the Company shall be required to pay under the
terms of any contract for the construction, improvi ng or equi ppi ng of the
Improvements;
(ii) obligations of the Company incurred for labor and materials
(including obligations payable to the Company) in connection with the construction,
improving or equipping of the Improvements, in~luding reimbursement to the Company
for all advances and payments (including financing costs paid with respect to any
loan incurred by the Company to finance Costs of Construction) made in connection
with the Improvements prior to or after the Delivery Date;
(iii) the cost of performance or other bonds and any and all types.of
insurance that may be necessary or appropriate to have in effect during the course
of construction of the Improvements;
(iv) all costs of engineering and architectural services, including
the costs of the Authority or the Company for test borings, surveys, estimates,
plans and specifications and preliminary investigations therefor, development
fees, sales commissions, and for supervising construction, as well as for the
performance of all other duties required by or consequent to the proper
construction, improvement or equipping of the Improvements; and
(v) any sums required to reimburse the Company for advances made by
the Company for any of the above items or for any other costs incurred and for work
done by or on behalf of the Company which are properly chargeable to the Project;
"Costs of Issuance" means all expenses incurred with the issuance of the
Bonds, including but not limited to, fees and expenses of the Authority and the
Servicing Agent, compensation to any financial consultants, private placement
agents and underwri ters, 1 ega 1 fees and expenses and costs of pri nt i ng and
engraving.
"Deed of Trust" means the Deed of Trust and Assignment of Rents dated as of
December 1,1983, executed by the Company, and any amendments and supplements
thereto.
"Deed of Trust Trustee" means the trustee under the Deed of Trust, its
successors and assigns.
"Delivery Date" means the date on which the Bonds are delivered to the
Initial Purchasers.
"Determination of Taxability" means a Determination of Taxability as said
term is used and defined in the Agreement.
EXHIBIT A
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"Event of Default" means with respect to the Resolution, any Event of
Default specified in Section 8.01 of the Resolution and, with respect to the
Agreement, any Event of Default specified in Section 8.01 of the Agreement, and
with respect to the Deed of Trust, any Event of Default speCified in Section 7.01 of
the Deed of Trust.
"Federal Securities" means the United States Treasury notes, bonds, bills
or certificates of indebtedness or obligations for which the full faith and credit
of the United States are pledged for the payment of principal and interest,
including United States Treasury (book entry) certificates, notes and bonds, state
and local government series.
"General Resolution" means the Resolution of the Authority entitled "A
Resolution of the Industrial Development Authority of the City of Santa Ana
Authorizing the Issuance of Not to Exceed $3,000,000 Principal Amount of Industrial
Development Authority of the City of Santa Ana Industrial Revenue Bonds (Fairview
Investors Project) adopted by the Authority on November 7, 1983.
"Improvements" means the i ndustri a 1 offi ce and research and development
facilities of approximately 40,000 square feet to be constructed adjacent to the
manufacturing facilities owned by the Company and to be located on the Site and
which are acquired, constructed and improved by the Company with the proceeds of
the sa 1 e of the Bonds pursuant to the provi s ions of Section 3.03 of the Agreement or
the proceeds of any payment by the Company pursuant to Sect i on 3.05 of the
Agreement, together with renovations to said manufacturing facilities and
acquisition and construction of related properties and facilities to the
Improvements.
"Independent Counsel" means an attorney duly admitted to practice law
before the highest court of any state and who is not a full-time employee, partner
or offi cer of the Authori ty or the Company.
"Initial Purchasers" means the initial purchasers of the Bonds from the
Authority on the Delivery Date.
"Law" means Title 10 (commencing with Section 91500) of the California
Government Code, as now in force or as hereafter amended from time to time.
"Lease" means that certain lease, dated October 10, 1983, by and between the
Company as lessor and Philips Medical Systems, Inc. as lessee of the Site and the
facilities located thereon, including the Improvements.
"Loan" means the loan by the Authority to the Company pursuant to Section
4.01 of the Agreement.
"Net Proceeds", when used with respect to any insurance proceeds, means the
proceeds from insurance policies required by Section 4.06 or Section 4.09 of the
Agreement; and when used with respect to such insurance proceeds or any
condemn at i on award. means the amount remai ni ng after deducti ng a 11 expenses
(including attorneys' fees) incurred in the collection of such proceeds or award
from the gross proceeds thereof.
EXHIBIT A
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"Outstanding" or "Bonds Outstanding" mean all Bonds which have been
authenticated and delivered by the Servicing Agent under this Resolution, except:
(a) Bonds theretofore cancelled by the Servicing Agent or surrendered
to the Servicing Agent for cancellation;
(b) Bonds for the payment or redemption of which funds or eligible
securities in the necessary amount shall have theretofore been deposited with the
Servicing Agent (whether upon or prior to the maturity or redemption date of such
Bonds), provided that, if such Bonds are to be redeemed prior to the maturity
thereof, notice of such redemption shall have been given as in Article III provided
or provision satisfactory to the Servicing Agent shall have been made for the
giving of such notice; and
(c) Bonds in lieu of or in substitution for which others have been
executed, issued and delivered pursuant to the Resolution.
"Payment Date" means, with respect to the Bonds, July 1, 1984, and January 1
and July 1 of each year thereafter to and including January 1, 1994.
"Permitted Encumbrances" means, as of any particular time, (i) liens for
taxes and assessments not then delinquent, or which the Company may, pursuant to
the provisions of Section 4.05 of the Agreement, permit to remain unpaid, (ii) the
Lease, the Agreement, the Resolution, the Deed of Trust and any financing
statements filed to perfect the security interests granted by the Deed of Trust and
the Agreement, (i i 1) uti 1 ity access and other easements and ri ghts of way,
restrictions and exceptions which the Company Representative certifies will not
interfere with or impair the Project, (iv) such minor defects, irregularities,
encumbrances and clouds on title as normally exist with respect to property similar
in character to the Project and as do not, in the written opinion of the Company
Representative, materially impair the property affected thereby for the purpose for
which the Authority has loaned its funds, and (v) on or after the Completion Date,
any 1 iens or mortgage subordinate to the Deed of Trust in a total outstanding
principal amount not to exceed $2,500,000.
"Permitted Investments" means:
(i) Federal Securi ties.
(ii) Registered state warrants or treasury notes or bonds of the State
of California, including bonds payable solely out of the revenues from a revenue-
producing property owned, controlled or operated by the State of California or by a
department, board, agency, or authority thereof.
(iii) 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 Agency, or any obligations, participations,
or other instruments of or issued by, or fully guaranteed as to principal and
interest by, the Federal National Mortgage Association; or any obligations,
participations, or other instruments of or issued by a federal agency or a United
States government-sponsored enterprise.
EXHIBIT A
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(iv) Investments in repurchase agreements of any securities
authorized by paragraph (i) through (iii) above.
(v) Non-negotiable or negotiable certificates of deposit issued by a
nationally chartered bank (including the Servicing Agent) or a bank chartered by
the State of California or a foreign banking corporation authorized pursuant to
Section 1756 of the California Financial Code to transact business in the State of
California by accepting deposits or a State of California or federal savings and
loan association provided that such certificates of deposit are fully
collateralized in the manner required for collateralization of local government
funds, if such bank or banking association has a combined capital and surplus of at
least $6,000,000.
"Project" means the Improvements, the Site, and all facilities and
improvements located on the site as of the date of recordation of the Deed of Trust.
"Regular Record Date" means the close of business on the fifteenth day of
the month precedi ng each Payment Date, whether or not such fifteenth day is a
Business Day.
"Reserve Fund" means the fund created in Section 5.05 of the Resolution.
"Reserve Requirement" means an amount equal to $50,000.
"Resolution" means the Resolution of the Authority entitled "A Resolution
Supplementing Resolution 83-7-IDA of the Industrial Development Authority of the
City of Santa Ana Authorizing the Issuance of Industrial Development Bonds
(Fairview Investors Project)" adopted by the Authority on December 19, 1983.
"Servicing Agent" means Marine National Bank, Irvine, California, and its
successors and any corporation resulting from or surviving any consolidation or
merger to which it or its successors may be a party and any successor servicing
agent at the time serving as successor servicing agent under the Resolution.
"Site" means the real property described in Exhibit B to the Agreement.
"Term of the Agreement" means the term of the Agreement as specifi ed in
Section 10.01 of the Agreement.
EXHIBIT A
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12/9/83
12/11/83
12/12/83
"
(FORM OF BOND)
No. R-l
$
UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTY OF ORANGE
INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF SANTA ANA
INDUSTRIAL REVENUE BONDS
(FAIRVIEW INVESTORS PROJECT)
The INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF SANTA ANA, a public
agency, organized and existing under and by virtue of the laws of the State of
Ca 1 iforni a (the "Authority"), for va 1 ue recei ved, hereby promi ses to pay on January
1, 1994, to or registered assigns, the principal sum of
($ ). together wi th interest on the
unpaid principal amount hereof from the date hereof until payment of such principal
sum in full, at the rate of ten percent (10.00%) per annum, payable on July 1,1984,
and on each January 1 and July 1 thereafter through January 1, 1994, (each of said
dates being herein referred as a "Payment Dates").
Both the principal of, redemption premium (if any) and interest on this Bond
are payable in lawful money of the United States of America by check or draft of the
Servicing Agent mailed to the registered owner (the "Owner") of this Bond at the
Owner's address as shown on the registration records of the Authority kept by the
Servicing Agent, or at such other address as the Owner may have filed with the
Servicing Agent for that purpose, except that principal payable on redemption may
be paid upon presentment and surrender as described below.
Thi s Bond is one of a duly authori zed issue of Industri a 1 Development
Authority of the City of Santa Ana Industrial Revenue Bonds (Fairview Investors
Project) (the "Bonds") in aggregate principal amount of Two Million Two Hundred
Eighty Thousand Dollars ($2,280,000), issued pursuant to the provisions of Title 10
(commencing with Section 91500) of the Government Code of the State of California,
and pursuant to Resolution No. 83-7-IDA adopted by the Authority on November 7,
1983, as supplemented by resolution adopted by the Authority on December 19, 1983,
(together herein referred to as "the Resolution") for the purpose of making a loan
to Fairview Investors, Ltd. (the "Company") pursuant to the Loan Agreeeent dated as
of December 1, 1983, by and between the Authority and the Company (the "Agreement")
for the financing of the acquisition and construction of certain additions to
existing manufacturing facilities of the Company located in the City of Santa Ana.
In the Resolution, the Authority has appointed Marine National Bank at its main
office in Irvine, California, as servicing agent (the "Servicing Agent") for the
Bonds.
EXHI8IT B
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The Bonds are subject to mandatory redemption by the Authority, (1) in whole
or in part (but in an amount less than $5,000 or any multiple of $5,000) on any
Payment Date in the event the Project (as defined in th Resolution) or any portion
thereof is damaged or destroyed or taken in a condemnation proceedi ng as more
particularly described in the Agreement; (2) in whole or in part (but not in an
amount of less than $5,000 or any multiple of $5,000) on any Payment Date, in the
event the Company elects to apply the Net Proceeds (as defined in the Resolution)
of title insurance to the redemption of the Bonds as more particularly described in
the Agreement; (3) in whole on the Payment Date next following a Determination of
Taxability, as more particularly defined and described in the Agreement; (4) in
part, from Base Loan Payments (as defined in the Resolution) paid by the Company,
on January 1 in the years and in the amounts set forth below:
Year
Principal Amount
1985
1986
1987
1988
1989
1990
1991
1992
1993
1994 (Maturity)
$145,000
155,000
175,000
190,000
210,000
230,000
255,000
280,000
305,000
335,000
Bonds subject to mandatory redemption shall be redeemed by the Authority at
a redemption pri ce of one hundred percent (100%) of the pri nci pa 1 amount to be
redeemed plus accrued interest to the Payment Date of redemption, without premium.
In addition, the Bonds are subject to optional redemption by the Authority
from amounts prepaid by the Company under the Agreement, in whole or in part (but
not in an amount of less than $5,000 or any multiple of $5,000) on any Payment Date
on or after January 1, 1989, at redemption prices (expressed as percentages of the
principal amount of Bonds or portions thereof to be redeemed) as set forth below
plus accrued interest to the payment Date of redemption:
Redemption
Dates
Redemption
Prices
January 1, 1989 and July 1, 1989
January 1, 1990 and July 1, 1990
January 1, 1991 and July 1, 1991
January 1, 1992 and thereafter
103%
102%
101%
100%
I n the event that the Bonds a re to be redeemed in pa rt, the Bonds to be
redeemed shall be selected and redeemed by the Servicing Agent, on behalf of the
Authority, on a reasonably proportionate basis from among the total principal
amount of Bonds then outstanding based upon $5,000 increments applied to each
$250,000 increment of the original principal amount of Bonds issued. Upon
presentation and surrender of this Bond by the Owner hereof in person or by his
EXHIBIT B
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attorney duly authorized in writing, the Servicing Agent shall note and endorse the
redemption amount on the redemption certificate appearing hereon, and shall pay
said amount by check and draft of the Servicing Agent payable to the Owner and
either (whichever may be requested by the Owner) delivered to the Owner at the time
of said endorsement or mailed to the Owner at his address as shown on the
registration records of the Authority kept by the Servicing Agent, or at such other
address as the Owner may have filed with the Servicing Agent for that purpose.
Prior to redemption, notice of redemption shall be mailed by the Servicing
Agent, on behalf of the Authority, to the respective Owners of any Bonds designated
for redemption at their addresses appearing on the Bond registration records of the
Authority kept by the Sevicing Agent at least twenty (20) days but not more than
forty (40) days prior to the redemption date. Such notice shall state the Payment
Date of redemption, the total principal amount to be redeemed on such date and the
redemption price, and shall, in addition, set forth, in the case of each Bond
called only in part, the portion of the principal thereof which is to be redeemed.
Such notice shall also state that the interest on the Bonds or portion thereof to be
redeemed shall cease to accrue from and after such Payment Date of redemption and
shall describe the method for payment of the redemption amount as provided in the
preceding paragraph. Neither failure to mail such notice nor any defect in any
notice so mailed shall affect the sufficiency of the proceedings for the redemption
of Bonds.
This Bond is secured in accordance with the terms and conditions of the
Resolution, to which reference is hereby made for a specific description of the
security therein provided, of the nature, extent and manner of enforcement of such
security, and of a statement of the rights of the Owner of this Bond, to all of the
provi s ions of whi ch the Owner of thi s Bond, by acceptance hereof, con sents and
agrees.
This Bond and the interest hereon (to the extent set forth in the
Resolution) are payable from, and are secured by a pledge of Base Loan Payments and
other funds and moneys received under or pursuant to the Agreement as further
provided in the Resolution. This Bond is a special obligation of the Authority and
is not a lien or charge against the property or funds of th Authority, except to the
extent of the aforesaid pledge as provided in the Resolution. This Bond is not a
debt of the City of Santa Ana, the State of California, or any of its political
subdivisions and neither the Authority, said City, said State, nor any of its
political subdivisions is liable hereon nor in any event shall this Bond be payable
out of any funds or properties other than as hereinbefore described. Neither the
faith and credit nor the taxing power of said City is pledged to the payment of the
principal of, redemption premium, if any, or interest on, this Bond. This Bond
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 a
portion of the principal amount of this Bond may be declared due and payable upon
the conditions, in the manner and with the effect provided in the Resolution but
such decl arat i on and its consequences may be resci nded and annull ed as further
provided in the Resolution.
EXHIBIT B
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This Bond is transferable by the Owner hereof, in person or by his attorney
duly authorized in writing, at the main office of the Servicing Agent in Irvine,
California, but only in the manner, subject to the limitations and upon payment of
the charges provided in the Resoluton, and upon surrender of this Bond. Upon such
transfer, the Servicing Agent shall note and endorse such transfer on the
registration certificate appearing hereon and on the registration records of the
Authority kept by the Servicing Agent. The Authority and the Servicing Agent may
treat the Owner of this Bond as the absolute owner hereof for all purposes, and the
Authority and the Servicing Agent shall not be affected by any notice to the
contrary.
It is hereby certified that all of the things, conditions and acts required
to ex i st, to have happened and to have been performed precedent to and in the
issuance of this Bond do exist, have happened and have been performed in due time,
form and manner as required by law, and that the amount of this Bond, together with
all other indebtedness of the Authority, does not exceed any limit prescribed by
any laws of the State of California, and is not in excess of the amount of the Bonds
permitted to be issued under the Resolution.
This Bond shall not be entitled to any benefit under the Resolution or
become valid or obligatory for any purpose, until the Certificate of Authentication
hereon shall have been signed by the Servicing Agent.
EXHIBIT B
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IN WITNESS WHEREOF, THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF
SANTA ANA has caused this Bond to be executed in its name and on its behalf by its
Chairman and its Secretary, and its seal to be impressed hereon, and this Bond to be
dated December 21, 1983.
INDUSTRIAL DEVELOPMENT AUTHORITY OF
THE CITY OF SANTA ANA
B~("
Cha;rm
(S E A L)
Attest:
This is one of the Bonds described
in the within-mentioned Resolution,
which has been authenticated.
MARINE NATIONAL BANK,
as Servicing Agent
u~~,k- (6.
Officer / /
EXHIBIT B
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(FORM OF REGISTRATION CERTIFICATE)
REGISTRATION CERTIFICATE
Date of
Registration
Name of
Registered Owner
Signature of Officer
of Servicing Agent
(FORM OF ASSIGNMENT)
ASSIGNMENT
For value received the undersigned do(es) hereby sell, assign and transfer
, the within-mentioned Bond and
unto
hereby irrevocably constitute(s) and appoint(s)
attorney, to transfer the same on the records of the Authority
Servicing Agent with full power of substitution in the premises.
kept by the
Dated:
Note: The signature(s) to this
Assignment must correspond with
the name(s) as written on the face
of the within Bond in every parti-
cular, without alteration or enlarge-
ment or any change whatsoever.
Signature Guaranteed:
EXHIBIT B
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(FORM OF REDEMPTION ENDORSEMENT)
REDEMPTION ENDORSEMENT
The following amounts of principal of this Bond have been redeemed prior to
maturity, on the dates set forth below, as evidenced by the signature of an
authorized officer of the Servicing Agent:
Payment Date of
RedemDtion
Principal Amount
Redeemed
EXHIBIT B
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Signature of Officer
of Servicino Agent