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Resolution - 8841f • RESOLUTION NO. 8841 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA, APPROVING A PROMISSORY NOTE WITH THE REDEVELOPMENT AGENCY OF THE CITY OF WEST COVINA CONFIRMING CITY LOANS TO THE AGENCY PURSUANT TO RESOLUTION NO. 8771 WHEREAS, on January 7, 1992, the City council of the City of West Covina ("City") adopted Resolution No. 8771 confirming loan advances to the Redevelopment Agency of the City of West Covina ("Agency") and setting forth City policy and terms and conditions relative to such loan advances; and WHEREAS, on January 7, 1992, the Agency adopted Resolution No. 434, approving and accepting the City policies and terms and conditions for such loan advances; WHEREAS, the loans by the City to the Agency constitute a debt of the Agency; and WHEREAS, to effect the policies set forth in City council Resolution No. 8771, as accepted by the Agency by Resolution No. 434, the City Council and Agency hereby confirm the Agency's indebtedness and the terms and conditions of repayment by a promissory note; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF WEST COVINA DOES RESOLVE AS FOLLOWS: Section 1. The Promissory Note set forth as Exhibit "A" hereto, which exhibit is incorporated herein by this reference, is approved. The Mayor is hereby authorized and directed to execute the Promissory Note on behalf of the City. Section 2. The City Clerk shall certify to the adoption of this resolution by not less than a two-thirds vote of the members of the City Council eligible to vote on such matter. ATTEST: - APPROVED AND ADOPTED THIS 16th DAY OF June 1992. "City Cler I HEREBY CERTIFY that the foregoing Resolution No. 8841 was duly adopted by the City Council of the City of West Covina at a regular meeting thereof held on the 16th day of June 1992, by the following vote: AYES: Manners, NOES: None ABSENT: None ABSTAIN: None APPROVED AS TO FORM: &qtX- e. City Attorney WCRDALNS.RESO Jennings, Herfert, McFadden, Wong City Clerk EXHIBIT "A" PROMISSORY NOTE FOR VALUE RECEIVED, the undersigned THE REDEVELOPMENT AGENCY OF THE CITY OF WEST COVINA, a public body corporate and politic, organized under California Community Redevelopment Law (Health and Safety Code SS33000 et seq.), located at 1444 West Garvey Avenue • South, West Covina, California 91790 (hereinafter called "Maker"), does hereby promise to pay to the order of THE CITY OF WEST COVINA, a municipal corporation, located at 1444 West Garvey Avenue South, West Covina, California 91790 (hereinafter called "Lender"), in lawful money of the United States of America, the principal sum of TWENTY SIX MILLION FOUR HUNDRED SEVENTY-SEVEN THOUSAND SEVEN HUNDRED NINETY-ONE DOLLARS AND NO CENTS ($26,477,791.00), together - with interest thereon, at the rates hereinafter calculated. 1. Policy of Maker and Lender. This Note, approved by Lender by Resolution No. , and by Maker by Resolution No. , confirms the loan advances made by Lender to Maker and the repayment policies, as set forth in Resolution No. 8771 of Lender, and Resolution No. 434 of Maker. 2. Principal Amount. Maker hereby agrees to repay the principal sum of TWENTY SIX MILLION FOUR HUNDRED SEVENTY-SEVEN THOUSAND SEVEN HUNDRED NINETY-ONE DOLLARS AND NO CENTS ($26,477,791.00), together with interest as provided in Section 2 below. 3. Interest. All payments of principal and interest hereunder shall accrue simple interest at the rate of ten and one- half percent (10-1/2%) per annum on the outstanding balance. 4. Repayment Terms. The payments on this Note shall be made in annual installments, in accordance with the Amortization Schedule attached hereto and incorporated herein as Attachment 111". All payments made on this note shall be credited first to interest due; second to accrued interest, if any; and third to principal. 5. No Prepayment Penalty. Maker shall have the right to prepay this Note in whole or in part, without penalty, at any time and from time to time, prior to the maturity date hereof. 6. Default. If Maker shall be in default in the performance of any of the terms, agreement, covenants, or conditions contained in this Note, then, or at any time thereafter, Maker may, at the election of Lender hereof, with notice to Maker, pursue any and all remedies available to Maker. 7: Attorney 's Fees. Maker agrees to pay all costs of collection, including reasonable attorney's fees,and all costs of suit, in the event of any litigation because of the existence of the indebtedness of this Note, whether or not suit is brought, and including all litigation, suits, claims, and actions, whether brought by Lender or a third party. 8. Governing Law; Compliance wicn usury Laws; xerormacion. This Note has been executed under, and shall be construed and enforced in accordance with the laws of the State of California. In the event this Note shall require the payment of interest in excess of the maximum amount permissible under applicable law, then • the Maker's obligations hereunder shall, automatically and retroactively, be deemed reduced to the higher maximum amount permissible under applicable law. In the event Lender received as interest an amount which would exceed such maximum applicable rate, the amount of any excess interest shall not exceed such applicable maximum rate, the amount of any excess interest shall be applied to the reduction of the unpaid principal balance due hereunder. In the event and to the extent such excess amount of interest exceeds the outstanding unpaid principal balance hereunder, any such excess amount shall be immediately returned to Maker. 9. No Waiver. No delay or omission on the part of Lender hereof in exercising any right hereunder shall operate as a waiver of such right or of any other right under this note. 10. Notices. Any notice required by law or this Note shall be directed to Maker and Lender at the addresses set forth in the preamble to this Note, with a copy of such notice(s) sent to the West Covina City Attorney, c/o Rutan;& Tucker, 611 Anton Blvd., Suite 1400, Costa Mesa, California 92626, Attn: Elizabeth L. • Hanna. Notices shall be personally delivered, delivered via internal City mail, or via United States mail, prepaid, certified. Notices shall be effective upon the earlier of (i) receipt, or (ii) twenty-four hours after deposit. j 11. Successors and Assigns. Whenever used herein, the words "Maker" and "Lender" shall be deemed'to include their respective heirs, personal representatives, successors, and assigns. 12. Amendments in Writing. This Note may not be amended, modified, or changed, not shall any waiver of any provision hereof be effective, except by an instrument in writing signed by the party against whom enforcement of any waiver, amendment, modification, or discharge is sought.) 13. Renewals and Extensions. This Note may from time to time be extended or renewed, with or without notice to Maker, and any related right may be waived, exchanged, surrendered, or otherwise dealt with, all without affecting the liability of Maker hereon. 14. Indebtedness of Maker. This Note, including the loan principal and accrued interest thereon, shall constitute an indebtedness of Maker. 15. Subordination. The payment of the loan principal and accrued interest thereon by Maker shall be junior and subordinate to (i) all tax allocation bonds or other direct long-term indebtedness of Maker, (ii) all pledges by Maker of tax increments for tax allocation bonds or other direct long-term indebtedness of maker, (iii) Maker's financial agreements and other contractual obligations of Maker, and (iv) any contingent obligations of Maker. 16. Non -Recourse Obligation. No officer, official, employee, agent, or representative of Maker shall be liable for any amounts due hereunder, and no judgment or execution thereon entered in any action hereon shall be personally enforced against any such officer, official, employee, agent, or representative. Executed this 17th day of June , 1992, at West Covina, California. "MAKER" THE REDEVELOPMENT AGENCY OF THE CITY OF WEST COVINA By: Chairman "LENDER" • CITY OF WEST COVINA By: " ayor ° ATTACHMENT 1 Cl • RDA LOAN REPAYMENT TO CITY ALL RDA PROJECTS BEGINNING ANNUAL RDA INTEREST INTEREST ENDING PRESENT YEAR BALANCE PAYMENT RATE PAYMENT BALANCE VALUE 10.51 90 26,477,771 1652,500) 10.51 2,711,656 28,536,747 } (593,182) 91 28,536,747 (11652,500) 10.51 21822,867 29,707,314 + (1,365,702) 92 27,707,314 (11652,500) 10.51 21945,755 31,000,567 { (11241,548) 93 31,000,569 (11652,500) 10.51 31081,547 32,429,617 { (1,128,680) 94 32,429,617 (11652,500) 10.51 •31231,597 34,0081714 { (11026,072) 95 34,008,714 (11652,500) 10.51 31377,402 35,753,616 { (732,793) 96 351753,bi6 (11652,500) 10.51 31580,617 37,681,734 f 1847,974) 97 37,681,734 (11b52,504) 10.51 3,783,070 39,812,303 (770,903) 98 39,812,303 (1,652,500) 10.51 4,006,779 42,tb6,5831 (700,821) 99 42,166,583 (11652,500) 10.51 41253,979 44,768,062 f (637,110) 100 44,768,062 (21422,541) 10.51 4,446,280 46,791,8011 (849,086) 101 46,791,801 (2,585,556) 10.51 41641,65b 48,847,900 f (823,838) 102 48,847,900 (2,868,396) 10.51 41827,848 50,80713521 (830,872) 103 50,807,352 (31937,325) 10.51 41921,143 51,787,170 1 (11037,347) 104 51,789,170 (4,120,2261 10.5I 51005,239 52,614,184 f (786,349) 05 52,674,184 (4,601,208) 10.51 5,041,662 53,120,638 f (1,001,357) 106 53,120,638 (41843,065) 10.51 5,069,145 53,346,718 1 1958,175) 107 53,346,718 (51870,712) 10.51 41982,860 52,438,666 1 (11057,532) 108 52,438,666 (6,626,98T) • 10.5I 41810,227 50,6111911 f (1083,564) 109 50,621,712 (6,824,541) 10.51 41578,724. 48,396,095 1 (1,014,425) 110 48,396,095 (8,674,541) 10.51 4,170,763 43,872,318 f (11172,196) 111 43,892,318 (81934,777) 10.51 31670,542 38,628,082 f (1,077,601) 112 38,628,082 (9,2021821) 10.51 3,089,651 32,514,714 f 11,027,754) 113 32,514,714 (914781905) 10.51 21418,781 25,454,7701 (762,352) 114 25,454,770 01763,172) 10.51 1,647,607 17,339,127 f (901,111) 115 17,339,127 (10,056,170) 10.51 764,710 81047,668 f (843,768) tib 81047,668 (81047,668) 10.51 0 0 f (b13,857) 117 0 10) 10.51 0 0 f (0) TOTAL 0 (124,405,905) 77,728,112 0 (25,507,970)