HomeMy WebLinkAboutResolution - City Council - 82-584 - 1982-12-21,i • •
RESOLUTION NO. 82-584
A RESOLUTION OF THE COUNCIL OF THE CITY OF
FRESNO, CALIFORNIA, AUTHORIZING THE ISSUANCE
AND S;ALE OF $1,000,000 .. 00 PRINCIPAL AMOUNT
OF CITY OF FRESNO 1982 INDUSTRIAL REVENUE
BOND (URBAN VILLAGE PARTNERS, LTD.-) AND
AUTHORIZING EXECUTION OF RELATED AGREEMENTS
AND OFF'ICIAL ACTION.
WHEREAS, the City of Fresno is a chartered city of the
State of ~alifornia and is authorized under it~; city charter
and under Ordinance Nci. 81-61, adopted May 26, 1981, to issue
its industrial revenue bonds for the purpose of financing
industri.al and commercial project·s in the City; and
WHERElAS, Urban Village Partners, Ltd. (the "Company") I a
California limited partnership, bas .requested the City to if:>sue
and sell its industrial revenue bonds for the purpose of
providing construction and permanent loans to th,e Company to
finance the construction, acquisition and improvement of
restaurant facilities, lands,caping, utilities and related and
appurtenant structures and facilities to be located on Tulare
and "R" Streets in the City; and
WHEREAS, the company has complied with all applicable
requirements cif the Ordinanc:e, and the City Counc,il has
heretofore adopted its Resolution No. 81-522 on December 22,
1981, approvir1g and authorizing the issuance of bonds for the
Project; and
WHEREAS, the company has commenced construction of t,he
Project and has requested the City to authorize the issuance of
a bond at this time to provide construction and pex:ma:nent
financing for the Project;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the
City of Fresno as follows:
SEC'I1ION 1. Definitions. In addition to the words and
terms elsewhere defined in this Re•solutiotl or in the Agreement,,.
the following words and berms as used in this Resolution shall
have the follow;i,.ng m1eanings unless the c<>ntext or use clearl.y
indicates a.nother mea.ning or intent:
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"Agreement" means the Loan Agreement betWE:-en the Ci t~l and
the Company, dated as of December l, 1982, as from time t<;r time
supplemented, modified or amertd1ed in· accordancE~ with t:he
applicable provisions thereof ..
"Assignme!!.!:_" means the Ass.ignment of Loan Agreement a.nd
Reve·nues, dated as of December l, 1982, from the City to the
Original Purchaser, as from time to time amendE!d or
supplemented.
'"Authorize~i Company Representative" means the person at
the time desi.gnated pursuant to the Agreement to act on behalf
of the Company.
0 Bond Service Char51estf for any time period means the
principal, interest and prepayment premium, if any, required to
be paid by th(~ City on the Project Bond for such time peri<)d.
"City" mE~ans the City of Fresno, California, a chartered
city and poli.1:ical subdivision duly <>rganized and validly
existing under the constitution of the State.
ncity; Co~:1ncil" means the City Council of the Ci t.y.
"Code" means the Internal Revenue Code of 1954, as
amended, and references to the Code and Sections of the Code
shall include relevant regulations and proposed regulations
thereunder and any successor provisions to suc1l Sectionfi,
regulations or proposed regulations.
11 Compa~M means Urban Village Partners" Ltd., a limited
partnership duly organized and validly existing under the laws
of the State of Califo;1:nia, and its lawful successors and
assigns.
11£~n12l~~2ton Datt'§:.~• means the date of completion of the
Project to be furnished by the Company pursuan't to Section 3.,6
of the Loan Agreement.
"Construction DeEosit Account" Jn€tans the Construction
Deposit Account created by section 5 of the Resolution.
"Construction Periodn means the period as defined in the
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Agreement.
''Deed of Trust,. means the Deed of Trust eJc:ecuted by the
Company and delivered to the Holder to secure repayn1ent of the
Project Bond.
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"Eli~ibJ:e Inv1astments n means (l) obligations is,sued or
guaranteed by the United States or by any· p,erson controlled or
supervisied by or aictin.g as an instrumentality of the United
States pursuant to authority granted by Congress.r (2)
obJ.igations issued or guaranteed by an.y state or political
subdivision thereof .rated A or MIG-1, as applicable, or higher
by Moody's Investors Service, Inc., or by Standard & Poor•s
Corporation, both of New York, New York, or their successors;
(3) commercial or finance paper which is rate·d either P-1 or
A-l., as applicable, or their equivalent by Moody's, Investors
Service, Inc.~ or Standard & Poor•s corporation, both of New
York, New York,, oJ~ their successors; (4) bankers' acceptances
drawn on and accepted by commercial banke;; (5) certificates of
deposit of the Holder or any commercial bank affiliated with
the Holder, or any other bank or trust company organized under
the laws of the United States of America or any state thereof,
having a reported capital and surplus of at least
$50,000,000 .oo; aind {6) repurchase agreements fully secured by
obligations of tbe type specified in (1) above; provided that
any such investmt:nt or deposit is not prohibited by applicable
law.
"Executive" means the Chief Administrative Officer of the
City.
''Financial Institution" means any life or casualty
insurance company or any state or federally chartered
commercial bank, savings and loan association or mutual savings
association insured by either the Federal Deposit Insurance
Corporation or the Federal Savings and Loan Insurance
Corporation.
"Holder" means the Original Purchaser, as the initial
holder of the Project Bond or, in the event of transfer
thereof, as permitted by its te.rms, any st.1bsequent holder of
the Project Bond.
u~~n means the loan by the City to the Company of the
proceeds received from the sale of the Project Bond.
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' "Loan·Payments" means the amounts required to be paid by
the Company in repayment of the Loan pursuant to the provisions
of S•ection 4 .1 of the Agreement •.
"Ordinance" means Ordinance NO. 81-61 adopted :May 26,
1981, by the City Council.
nori9inal Purchaser" means Imperial Bank.,. Los Angeles,
California.
"Person" or words importing persons mean and include
firms, associations, partnerships (including limited
partnerships} societies, trusts, {public or private}
corporations or other legal entities including public or
governmental bodies as well as, natural pers1ons.
"Project'fi means the improvements and f:ac:ilit.ies comprising
the Project, as d·ef ined in the Agreement.
"Project Bond" means the $1,000,000.0U :principal amount of
City of Fresno 198.2 Industrial Revenue Bond (Urban Village
Partners, Ltd~) authorized in Section 2 hereof.
11 Project Purpos~" means acquiring,.-constructing, equipping
and improving the Project for use in the testaurant oper,ations
of the El Torito -La Fiesta Restaurant, Inc., located on
Tulare Street and "R" Streets in the City of Fresno, California.
"Resolution" means this Resolution as hereafter furtller
duly amended, .modified, or supplemented.
"Re·venues" means {a) the .Loan Payments, (b) all othe1c
moneys received or to be received by the City, or the Holder
for the account and on behalf of the City, in respect of
repayment of the Loan, (c) unexpended moneys in the
Construction Deposdt Account, and (d) all income and profit
frclm the investment of the Loan Payments and .such other moneyso
"Securit;x: Agreement 0 means the Security AgrE!ement between
the Company and the Original Purchaser, dated as of December 1,
1982, as f1:om time to time amended or supplemented.
"State" means the State of California.
Any reference herein to the City or to any member o,r
officers thereof or to the City Council, or to any membe,r or
officer of either, shall include those succeeding to their
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functions, duties or responsibJ.lities pursuant to or by
operation of law or lawfully performing their functions .. Any
reference to a section or provision of the Constitution of the
State or· the Ordinance, or to a sectionjl provision or chctpter
of any of the California Codes shall include such section or
provision or chapter as from time to time amended, modified,
revised, supplemented or sup1erseded, provided that no such
change in the Constitution or .laws shall be applicable solely
by reason of this provision if such change in any way
constitutes an impaiJ~ment of the rights or obligations of the
City, the Hold.er or the Company under this Resolut:Lon, the
A9reement, the Assignment, the Security Agreement, the Deed of
Trust and the Note or any other document executed in connection
with any of the foregoing, including, without limitation, any
alteration of the obligation to pay the Bo.nd Service Charges in
the amount and manner, at. the times, and from the sources
provided in this Resolution, the Agreement and the Security
Agreement, except as otherwise herein permitted.
Unle.ss the context .shall otherwise indicate, words
importing the singular number shall include the plural number,
and vice versa .. The terms 11thereof,u U.hereby," .. herein,"
"h1ereto," "hereunder" and similar terms refer to this
Re:solt:Jtion as a whole; and the term "hereafter"' means a,fter,
and the term "heretof.ore 0 means before., the effective date of
this Resolution .. , words of the masculine gender include the
feminine and the neuter, and when the terms so indicate, words
of the neuter gender may refer to any gender.
The captions and headings of thJ.s Resolution shall be
solely for the convenience of r,eference and in no way define,
limit or describe the scope or intent of any provisions of
Sections of this Resolution.
SECTION 2. Authori~ion and Terms of Pr_gject Bong_. rt
is determined t<> be necessal~Y to, anc1 the City shall,. issue,
sell and deliver, as provided and authorized herein and
pur suc1.nt to tbe authority of the Ordinance, the Project Bond
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for the purpose of making a loan to assist th.e Company in the
financing of costs of acquiring, constructing, or installing
the Project for the Project Purpose" 'J?he Project Bond shall be
designated °City of Fresno 1982 Industrial Revenue Bond (Urban
Village Partners, Ltd .. ).n:
The. Project Bond shall be issued as a single instrument in
the denomination of $1,000,000 .. 00, substantially in the fully
registered form attached hereto as EXHIBIT A (which is
incorporated herein by referenc.e and made a part hereof fully
as if .set forth in full herein) , and shall be subject to
optional. prep3yment,. as set forth herein, in the Agreement and
in said EXHIBIT 11. at. the plac,~ set forth therei11.
The Project Bond shall be payable as to principal and
interest in lawful money of tbe United States, shall be a
negotiable instrument in accordance with the laws of the State,
and shall express on its face the purpose for which it is
issued and such other statements o:r: legends as may be required
b:~l law. The Projec::t Bond shall not be transferred by any
Holder to other than a Financial Institution and in accordance
with its terms and any purported transfer to other than a
Financial Institution shall be void and of no effect.
Bond Service Charges on the Project Bond shall be payable
at the principal <>ff ice of the Holder.
The Project Bond shall be manually signed in tl1ei1:
official capacities by the Finance Officer and the City Clerk
of the City, and shall bear the corporate seal or a facsimile
seal of the City.
Payments of title Bond shall be made as follows:
(a) On the first day of each month beginning
January 1, 1983, to, including and until December 1,
1983, or such earlier date as determined in
subsection (c) below,. interest only shall be payabl.e
at. the rate of thirteen and one-half percent (13
l/2%} per annum on the unpaid balance of the Project
Bond ..
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(b) On the first day of each 111onth therea.fter
beginning January 1, 1984, or such earlier date as
determined in subsection (c) below, until the
principal is paid, principal and interest shall be
payable in installments of principal and interest on
the unpaid., principal balance of the Pr,oject Bond at
the rate of eleven percent (11%) per annum, in equal
installments ..
(c) Notwithstanding subsections (a) and (b) in
the event Company is issued a Certificate of
occupancy by the City prior to Janua.ry 1, 1984, and
the Company, or its lessee, is occupying, operating
and paying rent on the Project, then the payment of
principal with interest shall begin on the next
scheduled interest only payment date at the rate of
eleven percent (11%} per annum.
SECTION 3. Payment of and Secu1~:i for t~!le Proje_st Bond.
The Projec::t Bond shall be payable solely from the Revenues and
shall be secured by a pledge and assiginment of the Note and the
Revenues, and by the Assignment. The J!?'roject Bond shall be
further secured by the Note and the security ~.greement and the
Deed of TJrust delivered by the Compa11y to the Holde,r pursuant
to the Agre,em~:!nt. Anythingr in this Resolution or the Project
Bond to the contrary notwithstanding, :neither this Re·solutlon,
the Project Bond, nor the Agreement shall constitute a debt or
a pledge of the fa.i th and credit of the City, and the Project
Bond shall contain on the face thereof a statement to that
effect and that the Project Bond is payable solely from the
Revenues ..
SECTION 4., Sale of Projact Bond; Aeproval of Lo~~~
Agreement, Assignment Agreement and Authorization of Official
Action.
(a) Sale of Project Bond. The Project Bond is sold
and awarded to the Original Purchaser at a purchase price
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equal to the par value thereof. The Executive and the
City Clerk of the City are authorized and directed to make
the necessary arrangements with the Orig!nal Purchaser to
establish the date, location, procedure and conditions fox
the delivery of the Project Bond to the Original
Purchaser.t and to take all steps necessary to effect due
execution and delivery to the original Purchaser of the
Project Bond under the terms of this Resolution .. It is
hereby determined that the price for and the terms of the
Project Bond, and sale thereof, all as provided in this
Resolution, are in the best interest of the City and in
complia.nce with all 1.eg~il requirements •
. (b) Lop-_n A2reement:-The Loan ~greement, in
substantially the form presented to the City Council at
the meeting at which this Resolution is adopted, together
with any additions thereto or. changes therein deemed
necess.airy or advisab.lei by Jones Hall Hill & White, A
Professional Law Corporation, as Bond Counsel to the City,
is hereby approved. The appropriate officeris of the Ci.ty
are each hereby authorized and dlrected to e1tecute, attest
and affix the seal of the City to said agreement for and
in the name and on behalf of the City.
fc) ~si2nment A~Jreement. The Assignment Agreement,
in substantially the formpresent.ed to the City council at
the me,eting at which this Resolution is adopted,, together
with any additions thereto or changes therein deemed
necessc~ry or advisable by Jones Hall Hill & Whi t:e ~ A
Professional Law Corporation, as bond counsel to the City,
is h~~reby approved. The appropriate office.?:":s of the City
are each hereby authorized and directed to execute, attest
and ,;tff:itx the seal of the City to said agreement for and
in the name and on behalf of the City.
{d) Official Action. All actions heretofore taken
by the officers and agents <.>f the City with respect to the
sale and issuance of the Proje,o:t Bond are hereby approved,
confirmed and 1;atified, and thEa Mayor, the Chief
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Administrative Officer, the City Clerk and any and all
other officexs of the City are hereby authorized and
'direct~~d, for and in the name and on behalf of the City,
to do any and all things and take any and all actions
including without limitation the execution and delivery of
any and all certificates, i::equisitions, agreements and
other documents, including but not limited to those
described herein, which they,. or any of them, may deem
necessary or advisab~e in order to consummate the lawful
issuance and delivery of the Project Bond in accordance
with this Resolution.
SECTION 5. Alloc,ation of P:r:oceeds of Project_
Bond -Construction Deposit Acc9.!~• 'I'he proceeds from the
sale of the Project Bond shall b~~ deposited by the City with
t11e Holder and credited by the H<>lder to a deposit account to
be maintained (except when invested as be1~einafter provided) in
the name and on behalf of the Cit:y and designated "City of
Fresno, California -Urban Villagre Partners, Ltd., Construction
Deposit Account" (the "Co,nstructi.on Deposj.t Account"),. Moneys
in the Construction Deposit Account may bE~ invested as p1:ovided
in Section 9 hereof and shall be held and disbursed in
accordanc~= with the provisions of the Assignment and the
.Agreement.. The Holder is authorized and directed to matte· any
such disbursement from the Const.ruction Deposit Account. in
accordan,~e with the provisions of the Agreement and the
Assignment.
The moneys and Eligible InVE:!Stments to the credit of the
Construction Deposit Account shall, pending di.sbursement
pursuant to the Agreement and as above set forth, const:ltute a
part of the Revenues pledged and assigned as security for the
payment Cltf the Bond Service Charg~~s ..
SECTION 6. Rledged and Assig_nment of Note and J.!!Ve!!_ues.
The City hereby pledges and assigns its right, title and
interest in the Note and all Revenues to the Holder as security
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for the payment of the Bond Service Chax:ges, including, without
limitation, all. Loan Payments whi.ch undEit the terms of the
Agreement and the Note are to be pa.id by the Company directly
to the Holder for application to the payment of such Bond
Service Charges. Such pledge and assignment shall be, and is
intended to be, immediatel.y effective without further action;
provided that, the City sh,ill execute and deliver the
Assignment and shall take such other action as may be deetned
necessary or appr<:>priate by the Executive to further E!Vidence
such pledge and assignment.
SECTION 7. Covenants and Re;e;resentati,oAs of City. In
addition to other covenants and representations of the City
contained in this Resolution, the City further covenants,
represents and agrees with the Holder as follows:
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{a) E~x..ment of Bo!!_d Sertrice Charg~s. Tlle City will,,
solely from the sou1~ces herein provided, pay or cause to
be paid the Bond Sel:vioe Charges on the Project Bond on
the dates, at the places and in the manner provided b,erein
and in the Project Bond.
(b) Performance_~ cove~ants, Authof ity • and
.Actions. The City will at all times faithfully observe
and perform C(ll agreemt~nts, covenants, undertakings,
stipulations and provisions contained in the Agreement,
the Assignment, this Resolution and the Project llond and
all proceedings of its City Council pertaining thereto, on
its part to be performeid or observed. The City represent$
that it is, and upon delivery of the Project Bond
covenan1:.s that it will be, duly authorized by the
Constitution and laws of the State including particularly
and without limitation the Ordinance, to is,sue the Pro:jecit
Bond, to execute the Agreement and the Assi13nment and
provide the secu,r i ty fo.r payment of the Bond Service
Charges in the manner and to the extent herein and in the
Project Bond set forth; that al:l actions on its; part for
the issuance of the P:ro:ject Bond and execution and
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delivery of the Agreement and the Assignment have been or
will be duly and effectively taken; and that the Project
Bond in the hands of the Bold.er will be a valid and
enforceable special obligation of the City acc<)rding to
the terms thereof~
(c) Revenues and Assi~9!llentof Revenues. Except as
otherwise provided in this Resolution, the Agr1eement or
the Assignment, tbe City will not pledge or assign the
Revenues or create or perm.it to be created any debt,, lien,
or charge thereon other than the pledge and as,signment
thereof under this Resoluti.on and the Assignment ..
(d) .Inseection of Project Books., All bo,c:>ks and
doc~uments in the City• s possiession relating to the Pro:ject
and the Re1,enues shall at al.l times during thEt City's
regular business hours be open to inspection by such
accountants or other agent:s of the Holder as the Holder
may from time to time desigl'late.
(e) Rights and Enforcement of t~ A2ree~nent. The
Holder, in its name or in the name of the City, may
enforce all rights of the City eJtcept for the right. of: trhe
City to any payment or: reimbursement due the City purs~t1ant
to Sections 4.3, 5.3, and 7.4 of the Agreement and all
obligations of the Compar1y under and pursuant to the
Agreement, whether or not the City is in defa.ult of the
pursuit or enforcement of ~such rights iand c,bl.igations.
However, the City shall do all things and t.a~te all actions
on its part necessary to CiOmply with the· obligations,
duties and responsibilities on its part under the
Agreement, and will take all actions within :its authci.rit.y
to keep the Agreement in effect in acu.:.:ordan<:::ie wi t:h the
terms thereof.
(f) !\rbit.ra9e ,€rovJ:.!ions. 'I'he City will r~estr ict
the use of the proceeds of the Project Bond in such 1nantter
and to .such extent, if any, as may be neces~iary, afbar
taking into a<::count reasonable expectations at the time of
the delivery of and payment for such Project'. Bond, so that
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the Project Bond will not constitute arbitrage bonds under
Section 103 (c) of the Cod.e. The Executive or any otht:r
officer of the City havi11.g t·esponsibility for issuing the
Project Bond is authorized and directed, alone or iiO.
conjun.cti<>n with any of t;he foregoing oJc w:i.th any other
officer, emplo)ree, consultant or agent 1:>f t~he City ior with
the Company or any emplojree,. consultant or agent of the
Company to give an approJ)riate certificate of the City,
for inclusion in the tr ailscr ipt of proc,eedilngs for the
Project: Bond, setting fo.1:th the reasonable expectations of
the City regarding the amount and use of the proceeds of
th.e Project Bond and the facts, estimates and
circumstances on which they are based, such certificaite to
be premised on the reasoi:-iable expectations and the fc:1cts 1
estimates and circumstances on which they are based as
provided by the Company, all as of the dat,~ of deli very of
and payment for the Projiect Bond ..
sgcTION 8. Investment and Records o.f Escrow Account ..
Moneys in the construction Deposit Account shall be inve:isted
and reinvested by the Holder in any Eligible In·11estment.s at the
o.ral or written direction of the Authorized Com;i;>any
Representative i11 accordance with Section 3. 7 of the
Agreem.~nt. Subject to any such written reques~-~ith respect
thereto, the Holder may from time to time sell such investments
and reinvest the proceeds theirefrom ;tn Eligible Investmeints
maturing or redeemable as afc1resaid. Any such investments may
be purchased from or sold to the Hold.er~ A.in investment made
from moneys credited to the Construc1t.,ion Deposit. Account shall
constitute part of that Construction Deposit Ac:c:ount and such
Construction Deposit Account.shall be or-edited with all
proceeds of sale and income from such investment .. For purposes
of this Resolution, such invE;tstments s;hall be ,ralued .at face
amount or market value, whichever is less.
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SECTION 9. Payment and Disc,harg~ .. If the City shall pa:y
or cause to be paid and discharge1d the Project Bond, the
covenants, agreements and other. c,bligations of the City
hereunder and in the Project B<)nd, the Agreement arid the
Assignment shall be discharged and satisfied ..
SECTION 10. Payments Du~...911 St!~days and Holida:~. In any
case where the date of maturity <:>f or due date of interst 01r1 or
principal of the Project Bond sh~1ll be a Sunday or a day on
which the Bolder is required, 01~ authorized or not prohibited,
by law (including executive orders) to close and :Ls closed,
then payment of such interest or principal nE~ed not be made on
such date but may be made on the nexi; succeeding business day
on which the Holder is open for business l}fith the same force
and effect as if made on the date of maturit:r or such due date
and no interest shall accrue for the period after such date ..
SEC1rION ll. Benefits of Resolution Limited to Parties .. ----·-----------•-....~ .
Nothing in this Resolution, expressed or implied, i~~,, intended
to give any person, other than the City, the Company, arid t:he
Holder, any right, remedy or claim under or by :reasc:>n of this
resolution.. Any covenants, stipulations, promises ior
agreements in this Resolution contained by and on behalf of the
City shall be. for the sole and exclusive benefit of the Holder ..
SECTION 12. Successor is Deemed Included in All
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References to Predecessor. Whenever in this Res1:.,luti<:>n either
the CitJl or the Holder is named or ,referred to, ;Such .refex·ence
shalJ. be deemed to include the successors or assigns therE~of,
and all the covenants and agreements in this Resolu:t.i,on
contained by or on behalf .of the City or the Holder shall bind
and inure to the benefit of the 1:espective successors and
assigns thereof whether so expressed or not.
SECTION 13.. Wa~ver ~f Persona;t Liab~litX,. Ne, official,
counoilmernber, agent or employee of the city shall be
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individually or perse>nally liable for the payment of the
principal of or interest on the Project Bond; but nothing
herein contained shall relieve any such officiatl.,
Coum::ilmember, agent or employee from the perfo.t'manice of any
official duty provided by law.
SECTION 14. Effective Date. This Resolution shall take ___ .....,.........,__Jt:of'I a~ .LA
effect from and after the date of its passage and adoption ..
PASSED 1\ND ADOPTED on December 21 , 1982 by the following
vote:
AYES: Alvarado, Doig, Humph:rey, Reich, Wills, Whitehurst
NOES: None
ABSENT: Williams
APPROVED AS TO FORM:
DCH/cvd
1779/41
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UNITED STATES OF AMERICA
STATE OF CALIFORNIA
COUNTl: OE' FRESNO
CITY OF ll?RESNO
1982 INDUSTRIAL REVENUE BONJ:t
(Urban Village Partners, Ltd.)
•
The City of F1:esno, California (the trtci t.y") , a chart:eJ~ed
city and political subdivision duly organized and validly
existing under the Constitution of the State of Ca:lifornia, for
value received, promises to pay to Imperial Bank, Los AngeJ~es,
California., or registered assigns (together with any :pet:mitted
assigns, the "Holder"), but solely from tile sources and in the
manner her.einafter referred to, the principal sum of
ONE MILLION DOLLARS ($1,000,000)
and to pay from said sources interest only on t.he unpaid
balance of the principal sum hereof from and after December 1,
1982, (the date of original delivery of this Bc,nd), at the rate
of 13 1/2% until December l, 1983, or sucb earJ .. ier date as
determined hereinbelow. Commencing the first day of the month
beginning January 1, 1984, or such earlier date as determined
bereinbelow principal and interest accrued on this Bond shall
be payabl,a in consecutive monthly installments due and pay.able
on the first day of each month at the rate of 11% per annuirn.
In the ev ◄=nt Company is issued a Certificate of Occupancy by
the City, and it, or its lessee, is occupying, operating,, and
paying rent on the Project prior to January l, 1984, then the
payment o:f principal with interest will begin on the next
scheduled interest only payment date thereafteJr at the rate of
11% per annum. The total amount of each monthl:y installment
shall be that amount equal to the sum of the applicable
principal installment and the interest then acic.rued on the
unpaid balance of the principal sum of this Bond. Principal of
and interest on this Bond are payable in lawful money of the
Uni.tea States of America, without deduction for the s(~rvices of
the Holder a,s the paying agent, at the principal offi<~e of the
flolder. The Holder Si.hall .record the arnounts o,f principal and
interest paid on the Payment Schedule a.ttached hereto as
Exhibit A.
EXHIBIT A, Page 1 of 5
This Bond (the 11 Bond 11
) represents the duly atuthorized City
of Fresno 1982 Industrial Revenue Bond (Urban Village Partners,
Ltd.}, in the aggregatte Principal amount of $1,,OCI0 ,000 1
authorized by Resolution No .• ------duly pass,e~d by t;he City
Council of the City of December _, 1982 {the ":Resolution") •
Reference is hereby made to the Resolution for a more• complete
description of the provisions, among others, with respect to
the nature and extent of the security, the rightsi, duties and
obligations of the City and t.he Holder and term:; and conditions
upon which this Bond is issued and secured, to al.l provisions
of which the Holder,, by acceptance hereof asseni:s. This Bond
is issued for the purpose of making a loan {"the "Loan") to
assist Urban Village Partners, Ltd • .{the ncompanyf() in the
financing of costs of the acquisition, construction and
installation of certain improvements for use in the restaurant
operations of El Torito ·· La Fiesta Restaurant, Inc. (the
"Project") pursuant to a Loan Agreement, dated as of December
1, 1982 (the "Agreen\ent"), between the City ancl the Company ..
This Bond is issued under the City Charter o;f the City and
the procedures set forth in Ordinance No .. 81-61 ad.opted by the
City council of the City on May 26, 1981, and ts .authorized to
b,~ issued thereunder and under the Resolution. This Bond is a
special obligation of the City, and the principal of and
interest on this Bond (collectively, the .. Bond Se1rvice
Charges") are payable! solely from, and such pa]rment is secured
by a pledge and assignment of, the 11 Revenues 0 ~t/3 defined in the
Resolution {being, generally, the payments and other amounts
payable under the Ag.r~ement • repayment of th~~ Loan) and . in J.S
not otherwise an obligation of the City. Neither the faith and
credit nor the taxing power of the City is pledged to the
payment of the ptincipal of or interest on thi:; Bond.
Pursuant to tbe Agreement, the C!c>mpany is i:equired to make
payments in the amounts and at the ti.mes neces~sary for the
prompt payment when due of the Bond Service Ctu:trges. Such
payments are to be made by the Company di.riectly to the Holder
for the account and on behalf of the City. To evidence and
EXHIBIT A, J?age 2 of 5
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conf i1:m its obligation to make such payments, the Company ha,s
executed and delivered 1 pursuant tc) the Agre,ement, its
promissory note dated as of December
the principal amount of $1,000,000.
, l91B2, (the "Note 11 ) in -. .
To secuJre its obligations
under the A◄greement and the Note, the. Compan~r has also executed
and del.iver,ed t:o the Holder a Security Ag.reer11ent dated as of
December 1, 1982 and a Deed of Trust dated a~; of December __ ,
1982" To further secure the payment of Bond Service Cnarge~~,
the City ha~, assigned its right,, title and ir:iterest in the
Agreement (re:serviin9, however, its right. to receive payment for·
certain expen~~es and rights to indemnification}, the Note .and
the Re,,enues to the. Holder under the Resolution and the
Assignment o,f Loan Agreeme:nt and Revenues, dated as of December
l, 1982, (the 'ft Assignment") from the City to the Bolder.
This Bond is issued as a single fully registered bond to
Imperial Bank or permitted registered assi,gns, as the
registered holo,er, and is transferable by Imperial Bank: or by
its att.orney, with written notice of such transfer given to the
City and the Company which shall specify therein the address of
the principal off ice o,f th€: transferee, and upon the concurrent
assignment of the rights and interests of the bolder under the
Assignment to the transferee of this Bond, (the •aolder")
provided, however, that each Holder by its acceptance hereof
agrees that it ,shall not transfer this Bond except in
'
compliance with all a,pplicable federal and state securities
l.aws and to other than a Financial Institution and that any
transfer to other than a Financial Institution shall be void
and of no effect. Aei used herein "Financial Institution" means
any life or casualty insurance company or any state or
federally chartered co:mmercia.l bank, savings and loan
association or mutual .savings association insured by either the
Federal Deposit Insu:!'ance Corporatio11 or the Federal Savings
and Loan Insurance Corporatio1l.
'l:1he unpaid principal balance of this Bond is sub:)ect to
prepayment at the option of the City, exe.rcised at tbe
EXHIBIT A, Page 3 of 5
A • •
direction of the Company, pursuant to Section 6.1 of the
Agreement at par prior to the stated maturity thereof, in whole
at any time or in part on any Loan Payment Date (as defin~aed in
the Agreement) at any time and from time to time4 Ira the case
of a partial prepayment of this Bond each payment of principal
shall be applied {to the extent thereof) t<) reduce in the
inverse order of their due dates the insta:Llments of principal
required to be paid on this Bond. The fix~~d quarterly
installments of principal and interest are not subject to
adju$tment in amount upon such prepayment ion this Bond.. There
is no prepayment penalty.
In the event of (i) any failure in the payment of any
interest on or the prlncipal of this Bond when and as the same
shall become due and payable or (ii} the occurrence of an
ne,rent of default" as defined in Section 7 .1 of the Agreement,
the entire unpaid balance of the principal sum of this Bond,
together with interest accrued -thereon, ma,y be dt~clared due and
payable by the Holder and, upon 13uch d•~clairation, such
principal and interest shall become and. bei immediately due and
payable(!. Tbe Holder may, in its discrietic►n, rescind any
declaration and, upon such rescission,· thE~ City,, the Holder and
the company shall be restored. to their r~~~pective positions
hereunder.. No such rescission shall extend to 4any subsequent
or other default hereunder ox:· impair any 1: ight consequent
thereon ..
This Bond shall not constitute the pEersonal obligation,
either jointly or severally, of the members of the City council
of the City, or any other officer of t.he C:ity.
It is certified ,and recitE~d that ail acts and c~or1dition.s
necessary to be done or performed by the City o,r to have
happened precedent to and in the is.su:i.ng i:~f th:ls Bond in order
to make it a legal, valid and binding spec:ial c►bligation of the
Ci t:y in accordance with its terms, and pr1ecedent to and in the
execution and del:ivery of the Agreement and the Assignment,
have been perform1~d and have happened in regulctr and due form
as required by law; that payment in full fat tJt:tis Bond has been
EXHIBIT A, Page 4 of 5
"'!
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received; and that this Bond does nc ►t ·exceed or violate any
constitutional ot. statutory limitation.
IN WITNESS OF THE ABOVE, the City of Fresno has caused
this Bond to be executed in the name .of tbe City by the City
Clerk and the corporate seal of= the City to be impressed
hereon, all as of D1acember 21 , 198.2 •. --
CITY OF FRESNO
(SEAL)
EXHIBIT A, Page 5 of 5