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HomeMy WebLinkAboutResolution - 10-07 (3) STATE OF CALIFORNIA ) RESOLUTION NO. RDA 10-07 COUNTY OF RIVERSIDE )SS CITY OF SAN JACINTO ) A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN JACINTO, CALIFORNIA: (i) APPROVING A LOAN AGREEMENT BETWEEN EDWARD JONES AND KARRI LEN JONES dba PATSY'S COUNTRY KITCHEN AND THE SAN JACINTO REDEVELOPMENT AGENCY FOR THE PAYMENT OF WATER AND SEWER CONNECTION FEES; (ii) APPROVING A SECURITY AGREEMENT BETWEEN EDWARD JONES AND KARRI LEN JONES dba PATSY'S COUNTRY KITCHEN AND THE SAN JACINTO REDEVELOPMENT AGENCY TO SECURE PAYMENT OF A LOAN OBLIGATION; and (iii) ACCEPTING A SECURITY INTEREST IN A LEASEHOLD ESTATE WHEREAS, pursuant to the California Community Redevelopment Law (Health & Safety Code Sections 33000, et seq.) ("CRL"), the City Council of the City of San Jacintio ("City") approved and adopted a redevelopment plan ("Redevelopment Plan") for the redevelopment project area known as the San Jacinto Redevelopment Project Area ("Project Area"); and WHEREAS, the Governing Board ("Board") of the Redevelopment Agency of the City of San Jacinto ("Agency") is engaged in activities to implement the Redevelopment Plan for the Project Area pursuant to the provisions of the CRL; and WHEREAS, the Agency approved and adopted an implementation plan for the Project Area ("Implementation Plan"), which, among other things, sets forth: (i) the goals and objectives of the Agency for the Project Area; (ii) certain projects to be implemented in the Project Area; (iii) estimated expenditures to be made in the Project Area: and (iv) an explanation of how the objectives, projects, and expenditures will eliminate blight within the Project Area; and WHEREAS, the Agency is authorized pursuant to Health and Safety Code section 33444.5 to loan funds to owners or tenants for the purpose of rehabilitating commercial buildings or structures within the Project Area; and WHEREAS, the Agency, like the Legislature, finds that genuine employment opportunities are vital to the community's future peace and prosperity since the lack of employment opportunity creates despair and frustration which may precipitate violence and along with unfit housing may perpetuate a system of dependency and hopelessness which drains the community of its valuable financial and human resources; and 24418.10000%i_;63445.I WHEREAS, the Agency, like the Legislature, finds that the goal of redevelopment is to expand employment opportunities for jobless, underemployed, and low- income persons; and WHEREAS, the Agency desires to further its goal of expanding employment opportunities within the community and the Project Area through promoting the viability of businesses within the Project Area; and WHEREAS, the Agency finds that it can expand employment opportunities through assisting businesses with loans to help defray the costs of opening and maintaining a business within the Project Area; and WHEREAS, providing the business loan contemplated hereunder will help reduce the number of vacant commercial properties located within the Project Area, which will assist in the elimination of blight, and promote business growth and retention within the Project Area; and WHEREAS, the Agency has determined that the provision of the loan as contemplated hereunder furthers the Agency's activities in redeveloping the Project Area by: (i) Assisting with business development in the Project Area; and (ii) Creating and maintaining job opportunities for City residents; and ... (iii) Generating tax revenue to the Agency that will assist the Agency in providing additional redevelopment in the Project Area; and (iv) Preserving and redeveloping property within the Project Area (v) Eliminating blight; and (vi) Providing for future improvements within the Project Area. WHEREAS, the loan is related to the rehabilitation of a commercial structures, and will allow certain business owners to operate a business for its intended purpose; and WHEREAS, the Agency loan agreement and security agreement furthers the adopted policies of the Legislature found in Health and Safety Code sections 33070 and 33071, is consistent with tho Redevelopment Plan and Implementation Plan, and is authorized by Health and Safety Code section 33444.5; and WHEREAS, the Agency is authorized under the CRL Section 33391 to acquire real property or an interest in real property for purposes of redevelopment; and WHEREAS, Edward Jones and Karri Len Jones dba Patsy's Country Kitchen ("Business Owner") currently holds a leasehold estate in that certain real property as more fully described on Exhibit A attached hereto and incorporated herein by this 24438 301M.5763445 I reference (the "Leasehold Estate"); and WHEREAS, Business Owner desires to convey and Agency desires to accept a secured interest in the Leasehold Estate to secure repayment of the Agency loan. NOW, THEREFORE, BE IT RESOLVED, determined and ordered by the Governing Board of the Redevelopment Agency of the City of San Jacinto as follows: Section 1. Recitals. The above recitals are true and correct, and are incorporated into this Resolution as though fully set forth herein. Section 2. Approval of Loan Agreement and Security Agreement. The Agency Board hereby approves the Loan Agreement in the amount of $46,546.20 attached hereto as Exhibit B and the Security Agreement attached hereto as Exhibit C. Section 3. Declaration. The Agency Board hereby determines that that acquisition of a security interest in the Leasehold Estate by the Agency is of benefit to the Project Area and will aid in the redevelopment of the Project Area. Section 4. Acquisition of Security Interest in Leasehold Estate. The Agency Board hereby approves and authorizes the Agency's acceptance of a security interest in the Leasehold Estate from Business Owner to secure repayment of the Agency loan. Section 5. Authorization. The Agency Board hereby authorizes the Executive Director to execute the Loan Agreement and Security Agreement, and any other related W.., documents, on behalf of the Agency, following approval as to form thereof by Agency Counsel, and subject to any minor changes as may be approved by the Executive Director and Agency Counsel. Section 6. CEQA Compliance. The Agency Board has determined that it can be seen with certainty that there is no possibility that the approval of the Loan Agreement and Security Agreement will have a significant adverse effect on the environment. Thus, the adoption of this Resolution is exempt from the requirements of the California Environmental Quality Act ("CEQA") pursuant to Section 15061(b)(3) of the CEQA Guidelines. In addition, pursuant to Section 21090 of the CEQA and State CEQA Guidelines, the Final Program Environmental Impact Report ("EIR") prepared and certified for the San Jacinto Redevelopment Project Area Redevelopment Plan adequately included and considered the impacts of redevelopment in the project area. As such, the Agency Board has determined that no supplemental EIR, negative declaration, mitigated negative declaration, EIR addendum or other subsequent report is required to be prepared and filed for this conveyance. The Agency Board hereby directs staff to file a Notice of Exemption with the County Clerk of Riverside County within five (5) working days following approval of this Resolution. Section 7. Certification. The Agency Secretary shall certify the adoption of this Resolution. —� Section 8. Effective Date. This Resolution shall become effective upon its adoption. 24438 300-ID•_576344i 1 PASSED, APPROVED AND ADOPTED this 2"" day of December, 2010 by the following vote. Ayes: Bartel, Di Memmo, Kotyuk, Ledezma, Miller Nays: None Absent: None Abstain: None San Jacinto Rede711 ent Agency j Scott Mil er, Chairman ATTEST: Richard Miller, Agency Secretary APPROVED AS TO FORM: BEST BEST & KRIEGER LLP effr4t. Ballin r, Agency General Counsel 144M IWO)5704451 CERTIFICATION I, Richard Miller, Secretary of the San Jacinto Redevelopment Agency of the City of San Jacinto, do hereby certify that the foregoing Resolution No. RDA 10-07 was introduced and adopted by the San Jacinto Redevelopment Agency of the City of San Jacinto at a regular meeting thereof, held on the 2nd day of December. WITNESS MY HAND AND OFFICIAL SEAL this 2Id of December, 2010, San Jacinto Redevelopment Agency Richard Miller, Agency Secretary 24439.W10'.5761445 I EXHIBIT "A!' LEGAL DESCRIPTION OF LEASEHOLD ESTATE 24418300AU 576344i I EXHIBIT A Legal Description of the Land Parcel 9 of Parcel Map 35777 Recorded in Book 229 of Parcel Maps, Pages 61-64 [1221 N. State Street, Unit C-1[ EXHIBIT "B" LOAN AGREEMENT 3413E 70000 S761441 I LOAN AGREEMENT 'I his LOAN AGREEMENT ("Agreement") is made effective as of December 2, 2010, by and between DONALD EDWARD BONES and KARRI LEN JONES, sole proprietors doing business as PATSY'S COUNTRY KITCHEN ("Borrower"). and the SAN JACINTO REDEVELOPMENT AGENCY, a public body, corporate and politic ("Lender"). RECITALS A. Lender is engaged in activities necessary to execute and implement the redevelopment plan ("Redevelopment Plan") for the San Jacinto Redevelopment Project Area ("Project Area") pursuant to the provisions of the California Community Redevelopment Law (Health & Safety Code Sections 33000 et seq.) and the Redevelopment Plan. B. Borrower has requested that tender make a loan to Borrower to finance Borrowers payment of water and sewer connection fees necessary for the operation of a restaurant ("Business") to be located at the certain property located at 1221 N. State Street, Unit C-1, City of San Jacinto. County of Riverside. California. C. Horrower, conlemporaneously with entering into this Agreement, is entering into an agreement with the owner of the property to lease the location for the proposed Business at the site,or has already entered into such a lease. Borrower's interest under such lease agreement is referred to hereunder as the"Leasehold." D. Lcnder is willing to make such loan pursuant (o the terms and conditions of this Agreement. E. Lender has determined that this Agreement will further Lender's activities in redeveloping the Project Area by: . Assisting with business development in the Project Arca; 2. Creating and maintaining job opportunities for City residents; 3. 6enerating tax revenue to Lender that will assist Lender in providing additional redevelopment in the Project Area; 4. Preserving and redeveloping property within the Project Area, and reducing the number of vacant occupancies within the Project Arca; 5. Eliminating blight, and 6. Providing for future improvements within the Project Area. NOW, THEREFORE, in consideration of the mutual covenants, conditions, and promises set Iorth Herein, the parties hereto agree as follows: 1. TERMS 1.1 Terms of Loan. Subject to the fulfillment of Lender's funding contingencies as set forth in Section 1.4, Lender shall advance to Borrower an amount (the"Loan") not to exceed Forty-Six Thousand Five Hundred Forty-Six and 20i100 Dollars (`546,546.20). The disbursement of the Loan funds may be in such periodic disbursements and in the fiomi, including Iwo-party drafts payable to Borrower and its vendors, as Lender may elect in its reasonable discretion. The outstanding balance of the Loan shall accrue interest at a rate per annum equivalent to the prevailing prime rate plus two percent (2%), ad-lusted annually on the anniversary date of the promissory note evidencing the Loan. The prevailing prime rate shall be the prime rate published in the print edition of the T12111 Street - l - JOU171Uh which as of October 1-6, 2010 is three and one quarter percent (3.25%), Provided Borrower maintains and operates the Business to the reasonable satisfaction of Lender during all of the term hereof("Term") and is not in default of any of the terms of this Agreement, then, in consideration of the public benefit received by Lender, the total outstanding balance of the Loan shall be reduced by twenty percent (20%) a year during the Term and Boi rower shall not be required to make any payments to Lender during the Term, and the entire unpaid balance of the Loan and accrued interest thereon shall be canceled and discharged on the Loan's maturity date, which shall be December 15, 2015, In the event Borrower ceases to maintain and operate the Business to the reasonable satisfaction of Lender prior to the expiration of the 'Perm, or fails to comply with any other requirement herein, such event shall be an "Event of Default" under the Note (delisted below) and Lender may, at Lender's option, declare the Note and the entire indebtedness thereby evidenced to be immediately due and payable, regardless of the maturity date. Borrower shall execute a promissory note to evidence the Loan in the form attached hereto as Exhibit A("Note")and incorporated herein by reference. 1.2 Security. Borrower's obligations under the Loan and the Note shall be secured by a first deed of trust on the Leasehold in the fonts attached hereto as Exhibit III and incorporated herein by reference (the "Deed of Trust"). Borrower's obligations under the Loan and Note shall be secured further by grant of a security interest in Borrower's tiumiture, fixtures and equipment ("FF&E") pursuant to a security agreement ("Security Agreement") in the form attached hereto as Exhibit C, which security interest shall be perfected by the filing of a UCC Financing Statement(form UCC-1). 1.1 Further Assurances. 1.3.1 Borrower shall, at Borrower's own cost and expense, execute and deliver such further documents and instruments and take such other actions as may be reasonably required or appropriate to evidence or carry out the intent and purposes of this Agreement, including, without limitation, cooperating in good faith to sell the Borrower's Alcoholic Beverage Control license to any party lender approves to succeed to Borrower's interest in the Leasehold upon the occurrence of an Event of Default. 1.3.2 As a condition to funding of the Loan, and during the Term, Borrower shall obtain and keep in "orce a commercial general liability policy of insurance reasonably acceptable to Lender and protecting Borrower and Lender, as an additional insured. against claims for bodily injury, personal injury and property damage based upon or arising out the operation of the Business. Such insurance shall be on an occurrence basis providing single limit coverage in an amount not less than $1,000,000 per occurrence with an annual aggregate of not less than 52,000,000. Borrower acknowledges and agrees that the failure to obtain and keep such insurance coverage shall be an Event of Default under the Note. 1.4 Fundiny Contingencies. Lender's obligation to fund [he Loan shall be contingent upon the fulfillment of the following contingencies, all to Lender's sole and absolute satisfaction, on or before December, December 15, 2010: (a) Borrower shall have delivered to Lender an original executed copy of the Note, the Deed of Trust and the Security Agreement; and (b) Borrower shall have delivered to Lender a copy of the executed lease creating the Leasehold; and (c) Borrower shall have delivered to Lender a schedule describing the FF&E already acquired or to be acquired, including the esti slated cost thereof; and 14433.30(9)0 5?I WH I.1 - 2 - (d) Borrower shall have delivered to Lender evidence of insurance coverage, as described under Section 1.3.2 hereof. 1.5 Compliance with Laws; Prevailing Wage Requirement. 1.5.1 Borrower shall cause any work performed in connection with any tenant or other improvements made by Borrower in cotmection with the opening of the Business completed after the effective date of this Agreement ("Improvements") to be performed in compliance with (i) all applicable federal, state and local laws, ordinances, rules and regulations ; (ii) applicable state prevailing wage requirements pursuant to Labor Code Section 1770 et seq., and the regulations pursuant thereto, as further set forth below, and(iii) all applicable directions, rules and regulations of any fire marshal, health officer, building inspector, or other officer of any governmental agency with jurisdiction over such Improvements. 1.5.2 Borrower shall and shall cause any contractor and subcontractors to pay prevailing wages in the construction of any Improvements, as those wages are determined pursuant to Labor Code Sections 1720 et seq. Borrower shall and shall cause the contractor and subcontractors to comply with the other applicable provisions of Labor Code Sections 1720 ct scq., and implementing regulations of the Department of Industrial Relations (the "DIR"). Borrower sliall and shall cause the contractor and subcontractors to keep and retain such records as are necessary to determine if such prevailing wages have been paid as required pursuant to Labor Code Sections 1720 ct seq., and shall provide copies of such records to Lender upon Lender's request.therefor. 1.5.3 Borrower shall operate the Business, at all tunes, in compliance with all applicable federal, state and local laws,ordinances,rules and regulations. 1.6 Indemnification. Borrower agrees to indemnify and hold Lender and its officers, employees and agents, harmless from and against all damages, judgments, costs, expenses and tees arising from or related ro any act or omission of Borrower in performing its obligations hereunder, or in its operation of the Business. 1.7 Severability, The unenforceability or invalidity of any provision or provisions of this Agreement as to any persons or circumstances shall not render that provision or those provisions unenforceable or invalid as to any other persons or circumstances, and all provisions hereof, in all other respects, shall remain valid and enforceable. 1.8 Binding Effeet, rement. This Agreement shall bind Borrower and its successors and assigns and the benefits hereof shall inure to Lender and bender's successors and assigns. 1.9 Governing Law; Jurisdiction. This Agreement shall he governed by and construed exclusively in accordance with the internal substantive laws of the State of California. The parties hereto consent to the exclusive jurisdiction of the state courts sitting in the County of Riverside, California, for any action or proceeding arising under this Agreement or the Loan. 1.10 Attorneys' Fees. Borrower agrees to pay the following costs. expenses. and attorneys' fees paid or incurred by Lender or adjudged by a Court: (i) reasonable costs of collection, costs, expenses, and attorneys' fees paid or incurred in connection with the collection or entbreement of the Loan, whether or not suit is filed; and (ii) costs of such sum as the Court may adjudge as attorneys' fees in an action to enforce payment of this note or any pan of it. In the event Lender brings an action under this Agreement in which Borrower is the prevailing party, Borrower shall be entitled to its reasonable anorrey's fees and costs. 144 3a;i nntY s,t rna 3 - IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. BORROWER: By: Name: Donald Edward Jones' BORROWER: _ By: r Name: Karri Len Jones LENDER: SAN JACINTO REDEVELOPMENT AGENCY, a public body, corporate andpolitic By: Tim Hints Executive Director ATTEST: Agency Secretary APPROVED AS TO LEGAL FORM: BEST BEST S KRIEGER LLP gerounsel� '_4438.10(If)0•S,1 f0 1.2 EXHIBIT A Promissory Note 24436.30(100`571608 1 2 EXHIBIT B Deed of Trust 24438.31M)QO1571G.1K1 z 6 _ EXHIBIT C Security Agreement 2w1s.'00txr57160NI -7 - EXHIBIT "C" SECURITY AGREEMENT 1443R.160100 57614 45.1 SECURITY AGREEMENT This SFCURITY AGREEMENT ("Agreement") is made effective as of December 2, 2010 by and between DONALD LDWARD JONES AND KARRI I.EN ,ZONES, sole proprietors, doing business as PATSY'S COUNTRY KITCHEN ("Borrower") and the SAN JACINTO REDEVELOPMENT AGENCY, a public body,corporate and politic ("Secured Party"). RECITALS A. Borrower has executed a promissory note ("Note"), which is attached hereto as Exhibit A, of even date herewith in favor of Secured Party in the principal amount of Forty-Six Thousand Five Hundred Forty-Six and 20;100 Dollars ($46,546.20). The Note is made pursuant to that certain Loan Agreement of even date herewith. B. To induce Secured Party to extend to Borrower the credit evidenced by the Note, Borrower agrees to grata Secured Party, subject to the terms hereof, a security interest in any and all furniture, fixtures and equipment located at Borrower's restaurant business at 1221 N. State Street, Unit C-1, City of San Jacinto, County of Riverside, California, and/or used by Borrower, wherever located, to establish, maintain and/or operate such restaurant husiness, and which shall include, without limitation, the furniture, fixtures and equipment identified on the UCC-1 Financing Statement attached hereto as Exhibit B(collectively. "Collateral"). NOW, THEREFORE, in consideration of the mutual covenants, conditions, and promises set forth herein, the parties hereto agree as follows: 1. TERMS 11 Grant of SecurityInterest. Borrower hereby grants to Secured Party a continuing security interest in the Collateral in order to secure prompt payment and performance of Borrower's obligation under the Note ("Ohligation"). Secured Party's security interest in the Collateral shall attach without further act on the part of Secured Party or Borrower. 1.2 Perfection of Security Interest, Borrower shall execute and deliver to Secured Party, upon the request of Secured Party and in a limn satisfactory to Secured Party, any financing statements, continuation financing statements, and other documents that are reasonably necessary to perfect Secured Party's security interest _n the Collateral. Otherwise, Borrower acknowledges and agrees that Secured Party is entitled to file the UCC-1 Financing Statement to perfect its security interest in the Collateral. 1.3 Further Assurances. Without limiting the generality of any provision in the Obligation, Borrower will, at the reasonable request of Secured Party, appear in and defend any action or proceeding which may affect Borrower's title to or the security interests of Secured Party in the Collateral. 1.4 Covenants of Borrower. Borrower warrants, represents, and covenants that. (a) Borrower will defend the Collateral against all claims and demands of all persons at any time caiming any interest therein; (b) Borrower has not previously and will not in any way encumber, hvpcuhecate or create or permit to exist any lien, security interest or encumbrance on or other interest in the Collateral senior or adverse to that of Secured Party, nor will Borrower sell, transfer, assign, exchange - 1 - 24418,(Xlno -; or otherwise dispose of-he Collateral, except in the ordinary course of business and otherwise ror fair value, without the written consent of Secured Party; (c) Borrower will pay and discharge all taxes, assessments and governmental charges or levies against the Collateral prior to delinquency thercof and will keep the Collateral free of all unpaid charges whatsoever, (d) Borrower will keep and maintain (lie Collateral in good condition and repair. Borrower will not misuse or abuse the Collateral, or waste or allow it to deteriorate except for the ordinary wear and tear of its normal and expected use in Borrower's business. Borrower will comply with all laws, statutes and regulations pertaining to the use or ownership of the Collateral, except where the failure thereof does not adversely affect the Collateral or the condition, financial or otherwise, of Corporation. Nothing in this Section 1.4(d) shall prevent Borrower from improving the condition or quality of the Collateral; (c) Secured Party shall at all limes upon reasonable notice to Borrower have the right during normal business hours to enter into and upon any premises where any of the Collateral or records with respect thereto are located for the purpose of inspecting the same, making copies of records, observing the use of any part of the Collateral, or otherwise protecting their security interest in the Collateral; (1) Upon, and during the continuation of, an "Event of Default" (as that tern is defined :n Section 1.5 hereof), Borrower hereby irrevocably appoints and constitutes Secured Party as Borrower's attorney-in-fact for purposes of(i) conveying any item of Collateral to any purchaser [hereof, (ii) executing, in Borrower's stead, any certificates of ownership, registration cards, applications, affidavits or other documents required or necessary to transfer or convey any and all right, title and interest in and to the Collateral or any portion thereof. to any person or persons, or to perfect the security interest of Secured Party in any of the Collateral, and to do and perform any and all other acts necessary or incident to the security interest granted hereunder to Secured Party by Borrower, (iii) giving any notices or recording any liens hereunder, and (iv) making any payments or taking any acts hereunder, 'The authonty of Secured Party provided herein may be exercised only after the occurrence of an Event of Default or any event whirl:upon notice or lapse of time or both shall constitute an Event of Default; and (g) Upon an Event of Default, Secured Party shall have the right at any time to make any payments and do any other acts such Secured Parly may deem reasonably necessary to protect its security interest in the Collateral, including without limitation, paying, purchasing, contesting or compromising any encumbrance, charge or lien which in the judgment of such Secured Party appears to be prior to or superior to the security interest in or affects the value of the Collateral, and in exercising any such powers or authority, paying all expenses incurred in connection therewith, including reasonable a(torney's fees, the repayment of" which by Borrower shall be secured under this Security Agreement. Borrower hereby agrees that it sliall be bound by any such payment made or act taken by any Secured Party hereunder, and shall repay immediately to such Secured Party all ;rune expended by such Secured Party together wah interest on the amount of each such expenditure from the date of such expenditure at the rate per annum set firth in the Note. Secured Party shall have no obligation to snake any of the foregoing payments or perform any of the foregoing acts. 1.5 Events of Default. The occurrence of"a dcfirult in any respect of the Obligation, which default is riot cured by Borrower's pursuant to the terms of the Note, shall be an "Event of Default" under this Agreement. 24434 300(Hr 5116123.1 I.0 Remedies on Default. Upon the occurrence of an Event of Default, the Secured Party may, at its option, without notice to or demand upon Borrower, do any one or more of the following; (a) Declare the Obligation to be immediately due and payable whereupon all principal and interest on said Obligation and other indebtedness shall become and be immediately due and payable. (b) Exercise any and all of the rights and remedies provided for by the applicable Uniform Commercial Code, including without limitation, the right to recover the reasonable attorneys' fees and legal expenses incurred by Secured Party in the enforcement of this Security. (c) Enforce one or more remedies hereunder, successively or concurrently, and such action shall not operate to estop or prevent the Secured Party from pursuing any other or further rernedy which it may have, and any repossession or retaking or sale of the Collateral pursuant to the terms hereof shall not operate to release Borrower until full payment of any deficiency has been trade in cash. 1.7 Termination. This Security Agreement shall expire and have no further force or effect upon payment in full of all indebtedness of Borrower to Secured Party under the Obligation. Secured Party agrees to execute any and all termination statements and other documents necessary or appropriate to carry out the intent of this Section. 1.8 Miscellaneous. Any notices required hereunder shall be given in accordance with the terms of:he Mote. This Agreement shall be interpreted according to the laws of the State of California. Venue for any action brought to enforce this Agreement shall be in the state courts sitting in the County of Riverside, California, and Borrower and Secured Party hereby consent to the exclusive jurisdiction of such courts. Borrower shall be responsible to reimburse Secured Party for all reasonable attorneys' fees and costs incurred by Secured Party in the successful enforcement of this Agreement and Secured Party shall be entitled to an award for same. IN WITNESS WIIF.REOF, the parties hereto have executed this Agreement as of the date first set forth above. ]SIGNATURES ON FOLLOWING PAGE] - 3 - ?44183010W i715123.1 SIGNATURE PAGE TO SECURITY AGREEMENT BORROWER: By: Name: Donald Edward Jones BORROWER: �7- Bv: _ Name: Karri Len Jones SECURED PARTY: SAN JACINTO REDEVELOPMENT AGENCY, a public body,corporate and politic Tim Hults Executive Director ATTEST: r Agency Secretary APPROVED AS TO LEGAL FORM: BEST BEST & KRIEGER LLP -4 - EXHIBIT A Promissory Note [To be attached] EXHIBIT A 2443S3S1:]OU'5716P3_l EXHIBIT B UCC-I Financing Statement '44.38.(:OiX),571bI?3. l UCC FINANCING STATEMENT FOLLOW INSTRUCTIONS front and backj CAREFULLY A.NAME A PHONE QF CONTACT AT FILER loptoonal] OYCE G.Z.MMERMAN 951-686-1450 B.SEND ACKNOWLEDGMENT TO:(Name and Address) BEST BEST& KRIEGER DOCUMENT NUMB ER:27171380002 750 UNIVERSITY AVE STE 400 FILING NUMBER:10-7253442199 Riverside. CA 92501 FILING DATE: 12:0612010 15'52 IMAGE GENERATED ELECTRONICALLY FOR WEB FILING USA 17HE ABOVE SPACE IS FOR CA FILING OFFICE USE ONLY 1.DEBTOR'S EXACT FULL LEGAL NAME-insert only one debtor name 1a or 1 b -da not abbreviate or combine names 1a.ORGANIZATION'S NAME OR I b INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX loner Donald 1 i :ud IC.MAILING ADDRESS CITY STATE POSTALCODE COUNTRY 132 1 North Stale Street. Suite C-1 San Jacinth CA )'_iSl USA Id.SEE ADD'L DESTDR INFO le.TYPE OF 1f.JURISDICTION 1g ORGANIZATIONAL ID#,if any INSTRUCTIONS ORGANIZATION ORGANIZATION rNON ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME-insert only one debtor name 2a or 24 -do not abbreviate or combine names a.ORGANIZATION'S NAME OR10110s b.INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX Kan-i Len 2c,MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY 1221 North State Strs:. Suite C-I 1tn1.111C111TP 9'593 USA 2d.SEE ADD'L DEBTOR INFO 2e.TYPE OF Int.JURISDICTION g.ORGANIZATIONAL ID#,if any I NSTR TI N ORGANIZATION OF ORGANIZATION rNON SECURED PARTY'S NAME or NAME of TOTAL ASSIGNEE of ASSIGNOR SIP -insert only one secured Partname 3a or 34 13a.ORGANIZATION'$NAME OR San Jacinnr Kc:lcccln lmcnt.l,cncv. a :uhlic h�xi e:1r turutc and elitir 3b.INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME UFFIX c.MAILING ADDRESS CITY STATE POSTALCODE COUNTRY i95 S.San Jacinto Avenue SN11.IdLi11tu A .This FINANCING STATEMENT covers the following Collateral: 1 he follotcirlL t.irnituro-tlxlures ami eyuipni nt located at Pulsy s Cotliltiv Kitchen- 1221 North State Street. Suite C-L San Jacinth.CAA 1. One t I) iiik ,t ali thiQc compartmcn(s .2. Onc(l) niop,ink 3. One 1 1) hand sink One 1 1) ace 500lle:liiL:iki ice machine witll hin S.(Inc I I I Impei iu1 six it, raneo 36" griddle sit burlier double ovcnlgriddle on left, hurnerOn rieht 6.One ( I I Imperial Ih" Iheinio r ildle tt irh nalvanued stain 7.-r to 121 imperi,il 40 pound frvcr� 5.ALT DESIGNATION:I—LESSEE+L=SSOR r CONSIGN EEiCDNSIGNOR rBAILEE,'BAILOR rSELLERIBUYER FAG-LIEN rNON,LICC FILING r6.This FINANCING STATEMENT is to be tiled[for record](or 7.Check to REQUEST SEARCH REPORTS)an OPbtor(s) recorded)In the REAL ESTATE RECORDS [ADDITIONAL FEE] [optional]rAll Debtors rDebtor 1 IFDebtor 2 Attach Addendum if applicable] 8.OPTIONAL FILER REFERENCE DATA FILING OFFICE COPY Page 2 UCC FINANCING STATEMENT ADDENDUM FOLLOW INSTRUCTIONS front and back CAREFULLY 9.NAME OF FIRST DEBTOR 1a or 1b ON RELATED FINANCING STATEMENT FbIDUAL'S NIZATION'S NAME OR LAST FIRST NAME MIDDLE NAME,SUFFIX L),ri 10.MISCELLANEOUS: DOCUMENT NUMBER:27171380002 IMAGE GENERATED ELECTRONICALLY FOR WEB FILING THE ABOVE SPACE IS FOR CA FILING OFFICE USE ONLY 11.ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME-Insert only debtor name 1 a or 1 b -do not abbreviate or combine names 11a.ORGANIZATION'S NAME OR 11 b INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 11c.MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY 11d,SEE Dil UEBTOR INFO 11e.TYPE OF 111f.JURISDICTION 11g ORGANIZATIONAL IDB,if any INSTRUCTIONS ORGANIZATION OF ORGANIZATIONrNON 12.rADDITIONAL SECURED PARTY'S jLr rASSIGNOR&P'S NAME-insert only oe name 12a or 12b E12a, GANIZATIONAS NAME IVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 12c.MAILING ADDRESS ITY STATE POSTAL CODE COUNTRY 13.This FINANCING STATEMENT covers r5mber to be cut err 16.Additional collateral description: as-extracted collateral,or is filed as a rfix-ure filing. 14.Description of real estate: R. One(I I Supreme metal tour hole °uv Team tublc net bash 9. l)nc(1)GIs tt.s,mdtiich prop r.IHc 10. One f I 1 .lmcric;ilt qanditrJ 75 g.allunl7hJ01H)131 U cmiinlcicial n,uar healer 15,Name and address of RECORD OWNER of above-described 17.Check Qgjl[it applicable and check oniv one box. real estate Debtor Is a r Trust orr Trustee acting with respect to property held in trust err (it Debtor does nol have a record interest): Decedent's Estate B.Check only if applicable and check gn(y one box. r Debtor is a TRANSMITTING UTILITY r Filed in connection with a Manulactured Home Transaction-effective 30 years r Filed in connection with a Public-Finance Transaction-effective 30 years FILING OFFICE COPY