HomeMy WebLinkAboutR06- RDA Item
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O JZVIl!rnaa.r JZlIARDa.r ag ~
Clft ag aN IlERllJDnnI"I -v
~ lOR ,......".~~...:I.. 1- ~. I. .....&."11..
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Prall: _ maumr J. HENI:ERSCN
'Il'wocIrt:iva Director
SUbject: JlllaT.T. MI~J'L'la lour
WZ'DI ftft'....... 1IIIBBL MID TIRB
~'"Y
Date: I)l>. .J...r 4, 1990
S)-~i. ~ Pnri.cus ~ ..f.cmIt--U/a.....d.ttee llI::t:iciDl
em NoI...t-. 30, 1990, the Eocllaldc D8I/el.1..-lt p.,~GIII ClaIIIIit:tee (!me) 1'8Ir18ied lIrxi
CXII'ISidered the IIIIlIlll business lam i"elplst sutDitted l:ly Inlard 1Il8el. lIrxi Tire lIrxi
~ ....-ded ~oNal. of same to the Mayor lIrxi n ..... "\ CD.mpU. - -
'It.., . -~ 1IotiaD..
(IfaJar IID4 0
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BBIOItr.......... or DIll JiAJrm MD CDIDI.OJv--". or.. CDY",.. ~ JaI):.-........
A1lD ~-.l..uG '1'811 _.l'.wn ag A _U. ..,U""''!' UlUIAo-lLIDI'1' du_ '1'BI Clft ag aN
~ t8VBIDIIa.r !liI!:PARDam' mID ftft'....... 1IIIBBL MID TIRII ClCIIPMIY~
=~-
DllV-1, '1 -.,L ~
Ca1tact Persau
Project Area: -
Ran. ~J'Uae+o___ Na7.Jlt"""O
Hlcne:
5065: 5081
Net:. a......., f,..h1.
wardell) :
One (1\
~ Data Attac::bed: R't'.JItf'''' 'C'aI.~..l, ~'ution: nm-PiTUl!l~ A....L~lJt
PUNOIN:; ~: .lImamt: $ 50.000.00 SCIume: F.I'lP T""'" P\md
lb3get Authority:
n.-f ..iozvnr.~l BoWsI
o lab:4156
JIg8DlSa It:8a au .6
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~ I81'ARDa.r
8'lAI'J' &Q:i&'UlU
TIt'.""....1 """ '1'ir8 B'ID T~
9'111-_ _lat:lan. O~ ^ _ ....Iy
Caryls a..-..- 1t.J.es, Inc., dbIl: Inland lIh8el and Tim, has been in qlerllticn for
three (3)}'8ImI. ~ ~ was established en Mim:'h 1, 1987. '!be pmb:tS
and services offered by the ~. in::1ude the sale an:! inst:al.1atiai of _'''',
tires, .stemos and ",..,.", systems. '!be primaty IIIID'et area for the n..,oflIlyls
prcducts and services is the Inland~; bcwaver, ~use of trade IIbcws and
pmlDticluctivit1es, a significent: cl1ent:ele is at.l:.......Ud f:raa areas as far
I1!Ay as san Oiego and Ial Arg!>'ow.
0JstaDer satiafact:icr1 in this highly ~f.' iHd area serws to belpin tb8 pm-
lIICItic:rl of the ~18 pn:XIuct:i!I an:! services. '!be pmb:ts Offered by the Q:m-
pmy inwlve a high degx~ of ~.1f,~ in ~ oflllll8l:1niJ the r.a. of
its c:ust:cIIIl!irs. 'lba~ haS ~ted V8Xy ..". N~tuUy in several EMlrJts for
high-end stereo scun:i systems far aut-............1le&. .
'!be ~IW is an.......aUy located at; 640 West: Hill SL.._t, san ilemarcsino. 1ft-
sent IIpIIC8 .... to be 1MdeQuate far the l8ve1 of services ofA.....cl. A planned
EIXplmIIicIn 1111:0 *A('fJit1es within the 8lllIl8 <u~.....c1a1lYWlp'eic wa1ld provide llItii-
tia1a1 8lJJU'8 footl!Ige for the servJ.c1n,;r llSpec:t: of the business. A V8Xy 0...--.-
vative grgwthptOjectian.is pnwided en the at;t-~ cuhflclllr d1art given the
highly "Ip"('f_1f'AId Illltur:e of the businesS and the an......d., incI:elIsJ.n;J cSemm1 far
the ~'s pn:XIuct:i!I and services.
JmIauftt: Jmd ..~ or T~
Inland tbIel. and Tim is ~ a.1can in the IIIIlICUrtt of $50,000 f:raa.the EIP
loan fund far the putpOse of prcv1ding cpatia1a1 cash flclIIr far the pm:tue of
invent:ar:y, labor and costs re1atintJ tq the n."~l\Y18expensicn})lans. 'lb8 Q:m-
pany is in the pl.......... of ~ its cperaticn f:raa p:avi.c:lilq sales and ser-
vices to the g&l-.&1 pnhl ie, to ~ sales and services to area car dea-
lersh1ps. '!be effect: of this is that the n-oopany will now receive pI!lyIIIIlnt far
services nuldt.....cl thJ:aIgh mcntbly invcJ.c1n}.
Rata IlII4 -.... of T_
'1be lam in the IIIIlICUrtt of $50,000, if aw...W8d, will be amart:ized over a period
of eight (8) years, at an interest rate of eight pero....L (M).
0.., 111.....'
'!be 0 .'1 errz is offeJ:'iJq the use of invent:ar:y and aooount:s receivable valued at
$134,657.65 and $20,000, respectiV8ly. Please note that the. invent:ar:y IIIIlICUrtt is
stated at CXlSt, and has a retail value of $300,000.
o KlH:1ab:4156
I'YWIIT.II'.... '...IIIC....~...l..
IIIetiD;r llIltaa 12/1O/1HO
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Tn,.....1Ihee1.lIIIl! '1'ln BDP IDIIJI. ~_.........
PIIge -2-
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'!be O..,eny 8llplICta to ~ ~y tcur (4) DIllif positicnl, bio (2) of
Wich havabeen -""ecl to begin eIIpl.oyment en Dee-.J<< 5, 1990.
Ita.... ...-...1At-:..cm.
'!be EcanaIIic DBvel..........d. P.l.....".,.....Q:aaittee (mE'C) has rev1eIoi8d and evaluated the
SIIBll I:lusineu lcBn ~ subaitted by Inland 1II88l and Tim and :r:-.. ...,-.ldto to
the Mayor and t\_.~._II. Cl:IunCi1 ~\dal of _.
I :t9. ....-.Id adcpticn of the ~......-, %1lSOluticn.
~_..-
DIvel.-~ --,.1. .
o KJH:lab:4156
~:D:ef ~......
IIIetiDq Ilatel 12/10/11'0
- - .-. ~-_._-~ - - .- ---- --- -- -.--. _.~.__..._---
o
INlAND TIRE AIID IlIlEEL
o
1990
"IUd
proJ.cted
1991
"IUd
proJeCt.d
~-
o
1992
....d.
proj.ct.d
1993
....d
projected
Gros. R.c.ipt. or SlI.s
L.s.: R.turll . AlloMlIC's
..------- .-------- --------- ---------
706,998 l00.00t 921,085 100.00' 1.200,000 l00.00t 1.563.374 100.00t
---------- ---
Totel
Cost of 600ds Sold
-- -------___ __ J.
--
706,998 100.00t 921,085 100.00t 1,200.000 l00.00t 1.563.374 100.00t
565,140 79.94t 736,271. 79.94' 959,222 79.94t 1.249.685 79.94'
--__ J.
6ross Profit
-.-- -------..--- --------- --------
141.858 2O.06t 184,814 20.06t 240.778 20.06t 313.688 20.06'
Dividlllds
IIt.rllt
Oth.r hco..
"O~ U ~* ~ ~* ~ O~
1,384 0.20t 1.803 0.2Ot . 2.349 0.2Ot 3.060 .0.20t
&ROU IIICOIlE
---------
.. 111
143,256 20.2" 186.636 2O.26l 243.151 2O.26l 316.780 2O.26l
J _____
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EXPENSES:
. Adv.rtisil8
Bilk Servic. Cher...
Clr end Truck
OUII lid SUbscriptio..
Insur..CI
L.gII lid Prof.sliolll
Offic. EIP.
R..t EIP.
RlPlIrs
511Iri.. lad WIg..
5uppli.s
TIIII
Travel
utilities
Oth.r Elp,ues
22,656
4,358
2.726
1.132
9.504
2.100
13.166
11.460
2.054
o
o
1.600
o
6,502
8.700
3.2Ot
U2t .
o.m
0.16l
1.34t
0.30t
1.86l
1.62t
0.29t
0.23l
0.92t
1.2n
29,516
B78
3,551
1.132
12.382
1,000
17.153
11 ,460
2.676
o
o
2.084
o
8,471
U.334
3.20t
U2t
U"
0.l2l
1.34l
o.m
1.86l
1.m
0.2"
O.23t
0.92t
1.23t
. 38.454
7.397
4.627
1.132
16.131
1.000
22.347
11,460
3.486
o
o
2.716
o
11.036 .
14.767
3.m
U2t
o.m
O.on
1,,34l
O.08t
1.86l
O.96t
0.29t
0.23t
0.92t
1.2n
50,099
9.637
6.028
1.132
21,016
1.000
29.114
11.460
4.542
o
o
3.538
o
14.378
19.238
3.20'
0.62t
o.m
0.078
U4l
0.06l
1.86t
0.73l
O.29t
0.23l
O.92t
1.23l
TOTAL EXPENSES
------------ ---..- -- .. - ---------
87.260 12.34' 106.438 11.56t 134.553 11.21' 171,181 10.95'
TOTAL NET INCO~
55,996 7.92t
-- ----------- ------------ ----------
Curr.nt I.t.r.st EIP.
10.512 1.4"
8.,197 8.71t 108.598 9.051 145,598 9.31t
9.461 1.03t 8,515 0.71' 7.663 0.49t
------ --------- -------- ------
45,484 6.43l
. City IIt.rest PIYlllt O.OOt
City PrilCipd Ply..nt O.OOt
----
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AIlOUIlT or LOAN . 850 .000
INTEREST RATE . 8.*
TERll Of LOAII . 8 YEARS (96 NONTNS)
"ONTNlY'AYB . 706.83
70.737 .7.68t 100.083 8.34t 137.935 8.82t
3.832 0.421 3.446 O.29t 3.028 0.19l
4.650 0.50t 5.036 U2t 5,454 0.351
o.on
----- --..-----
91,601 7.63t 129,453 8.28'
62.255 6.7"
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1J'IISOUr&AAAI ~
......... <B 1.
'!he Kayar of the City of San Bemardino is b-dby autharizec1 to execute,
en beha1t of the City of San Ben1atdi.no, a loan ~_d. with Cklty's
~
,des, dba: Inland Wbeel. an:! Tire ~, 1d1ic:h loan ~_d. is
attacbed hereto - Exhibit "1" an:! is moo.._..ted here1n by xefa......... _ tbw
fUlly set forth at lerJ;Jth. '!he ag1._1t provides tar the loaninq of tun:Js tr
the small busbIess loan Pl.......CIIU in the amount of $50,000.00.
~.f1"llR2.
'!he aut:harizaticns to execute the abc:Ma mfem.....cl ...............d. are rescind
14 ir the parties to the agL..........l fall to execute same within sixty (60) days of
15 the P"--)8 of this msolutic:n.
16
17 Mayer an:! n ..... .\ 0:uncU of the City of San Bemardino at a
18 IIl8liltin:J thImlof, beld en the _ day of
19 . follcwin] vct:e to wit:
20
21 IIII
22 IIII
IIII
23 IIII
IIII
24 IIII
IIII
25 IIII
IIII
IIII
26 1111.
27 IIII
28 lab: 0681
I HEREB! ~'.Ll'"t that the 1'Ql~iD;J msolutic:n was duly adcpted by the
, 1990, by the
1
mp ~J1"U'~
12/10/10 ale 11:9.
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21 Bl(:
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Rt!lEIClIDrDr ~ SHALJ. BD8DlE:SS UllIH ~
m:u_ cr.rr W DIUIID 1IIJII!ZL >>II) TIRB -----,.,,-
O:mntd 1 ......1...1.:.
MIll
-
MI8TAnI .
1!S'DWlA
plP.TTry
FIalES
M1lIJtSIEl(
MINOR
!OPE-IDDIllH
MIIl.ER
CityCltmc
'!be icmIgoirq msol.ut:ia1 .is he1.ct.y IIRlt'CMId this _ day of
, 1990.
W.R. '1JlCI8" B:I:aJGl, IIUCR
Clty of 8aIl ~
AR;lrov8d as to fmm am
legal ~,t...,L:
JAMES F. PJ!HfAN
City Attamey
lab: 0681
2
BDP 1nMII'W...U'".~
12/10/90 ax: Ktq.
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C~TY 0., sa BB8nRDllIO
COJOl1JBITJ DIIVBLOPJlBII'1' DBPUDlIl'1'
"BCloaoaiCl D..elopllleDt: 1I1'091'u"
( IDB-.,iDuCled)
BORROWER:
Inland Wheel and Tire
PROJECT TITLE:
Business EXDansion/ODerational Cash Flow
PROJECT ADDRESS: 640. West M111 Street
San Bernardino. CA 92410
LOAHISNUHBER
DEPARTMENT CONTRACTs.
OF COMMUNITY DEVELOPMENT
lOlI/lab/0256
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SeotloD
1fI11II".r
SIICTIOR I
S101.
S102.
S103.
S104.
8105.
ill j
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TABU 01'
.cg.z..zJ.
(IDB-l'lDaDoed)
lI.flt:l.
PUTIIS, TlllUI8, CORDUIORS PRIICIIDIJIT
UD IRDIIPIIRDIJIT STATUS
Partie. to the Agre8lllent
Representative. of the Partie. and
Service of Rotic..
Term of this Agreement
Condition. Precedent
Independent Contractor statu. of
the Borrower
SIICTIOR II PURPOSII 01' AGRllJIJIIIft ARD LOU, LOU
TIIUI8, ARD PROJC:r:SSOay RO!'I
S201.
S202.
S203.
S204.
Purpose of the Agre8lllent
Purpose of the Loan
Terms of the Loan
Promi.sory.Rote
SIICTIOR III . RIIPRIISIJITATIORS UD COVDlAR7.'s 01' .
BORROna, UD DIII'AULT
S301.
S302.
S303.
Repre.entations of the Borrower
Covenants of the Borrower
Default
S401.
SIICTIOR IV RllPORTS, RllCORDS ARD AUDITS
S402.
S403.
S404.
Reporting Requir8lllent.
. Kaintenance of Records.
AUdits and Inspections
Validity of Financial Documentation
Submission.
i
ZI!a
2
2
3
3
3
4
4
4
5
- .
6
7
9
10
11
11
12
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seotion
Nulllher
8405.
8406.
8BCTIOII V
8501.
8502.
8503.
8504.
8505.
8506.
8507.
8508.
8509.
8510.
8511.
8512.
8513 .
8514 .
8515.
8516.
8517.
111 1 -
T~ 01' conDITs (CC)n~...)
(IDB-I'inaaoee Aqr....n~)
o
l'i~l.
.ba
Release of Funds from Escrow
12
Reconveyance Fee
12
GDIlur. TlIlII8 &lID COIIDITIOll8
Indemnification and Insurance
Requirements
Prohibition Against Assignment
Limitation of Corporate Act.
Amendment. and Waivers
12
14
14
14
Compliance with 8tatutes and
Requlations
Conflict of Interest
Political Activity Prohibited
Lobbying Prohibited
14
15
16
16
Installation of Financial Assistance 17
8ign
Press Relea.es 17
Discrimination Prohibited 17
lIondiscrimination, Equal Employment 17
Practice., and Affirmative Action Plan
Employment OPportunitie. fOr Business 17
and Lower Income Persons
Participation of Minorities, Women and 19
8mall Businesses
Captions 19
Effect of Legal JUdgment 19
Choice of Law Governing this Agreement: 19
11
o
s.ctioll
"I~h.r
S518.
S519.
-
T~ or COIl'1'DlTS (C9IltiIlU.4. ~
(IDB-'illallo.d Agr....nt)
'1it1.
Prohibition of Legal Proceedings
Right. and R...die.
S601.
SBCTIOB VI DlTIRB AGRBBMBII'1'
S602.
KJH/lab/0257
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Complete Agreement
Number of Pages and Attachments
Execution (Signature) Page
AT'l'ACHHBRTS
Attachment I -- Employment Action Plan
Attachment II -- Insurance Requir..ents
iii
ZAa
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19
19
20
21
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AGUBHBJr1' IlUllBBa
(IDB-J'iDuce4)
BETWEEN THE CITY OF SAN BERNARDINO AND THE Inland Wheel and Tire
Bu~in~~~ f~pan~fon/ODerational Cash Flow
(RELATING TO) THE
PROJECT
------------------------------------------------------------------
THIS AGREEMENT is Jll&de and enter.d into by and betwe.n the
City of San Bernardino, a municipal corporation, her.inafter call
;~;;r:~f:: call~gltt~'t'~1:~~.~&: '
)(%%11.44.%8
WHEREAs, the City has enter.d into a Grant Agr...ent with
the United States Department of Bousinqand Urban Development,
hereinafter called the Grantor, i'ursuant to Title I ot the Bousinq
and CODllllunity Development Act of 1974, as amended, hereinafter
referred to as BCDA, to address the cODllllunity development n.eds of
the City; and
WHEREAS, the CODlIIIunity Developlll8nt Department, hereinafter
called the "COD", has baen. d...iqnated by the City to provide for
proper planninq, coordination andaainistration of the City'S pro-
qralDB as described in the City'. Grant Agr....nt with the Grantor,
and of c.rtain proj.cts fund.d by the City; and
. WHEREAs, the CDD cooperates with private individuals and
oZ'9anizations, Oth.raqencies of the City and aqencies of oth.r
qov.rnm.ntal jurisdictions. in carryinq out c.rtain functions and
proqrlUlls which are its responsibility; and .
WHEREAS, the SlIIall Busin.ss R.vo1vinq Loan Fund proqram has
b.en established by the City as part of a City of San Bernardino
Economic Development :ProqrlUll C"EDP"), and hall been approved by the
San Bernardino Mayor and CODlIIIon Council; and
WHEREAs, the project which is the subj.ct of this aqreement
meets the requirements of the above described proqram; and
WHEREAs, Borrower has applied to the City for a loan to help
finance the project; and .
WHEREAs, the City is willinq to lend monies to the Borrower
on the t.rms and conditions set forth h.rein;
NOW, THEREFORE, in consideration of and in reliance upon the
foreqoinq and upon the covenants, aqreements, representations and
warranties her.in contained, the City and the Borrower aqree as
follows:
~-_._-- -----------..
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aHALL 8Ua%Oa8 LOut ~UBJIBIl'l
%D8-Fln_oe4 V
I'eqe -2-
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8BeTZOR Z.
PAR'l'rBS. '1'.RM. COIID:ITIOHS PUCBDBJI'1'. 2Um :IHDBPBRDRft .S'1'A'1'U8
8101. Par~i.. ~o ~h. .Gr..m.B~.
The parties to this Aqreement are:
1)
The city of San Bernardino, a municipal corporation,
having its principal office at 300 North .D" street, San
Bernardino, California 92418.
2)
The Borrower, ..Inbnd WhUl and Tire
having its priiiClpal address at. 640 west H111 Street
~an RArnArdfnn. CA 92410
,
.
The Borrower is (a ) sole Prorfetor
(fictitious name enterprise, ndividual, California
Corporation(qeneral partnership/limited partnership.)
8102. R.D~...n~.~iv.. of ~h. Par~l.. and Servla. of .o~ic...
The representatives of the respective parties who are
authorized to administer this Aqreement and to whom formal
notices, demands and communications shall be given are.as
follows:
1) The representative of the City shall be, unless other-
wise stated in the Agreement:
.1Ir. JteDDeth J. Ben4ersoa, Direotor
Community Developmeat Department
300 Rorth !'D" 8treet, Fifth I'loor .
8aa Berau4iao, cA 12418-0001
2) The representative. of the Borrower shall be:
=~n ~:~~i:fl~eft~~t
San Bernardfno. CA 92410
3)
Formal notices, demands and communications to be given
hereunder by either party shall be made in writing and
may be effected by personal delivery or by registered or
certified mail, postage prepaid, return receipt reques-
ted and shall be deemed communicated as ol the date of
- mailinq.
4)
If the name of the person desiqnated to receive the
notices, demands or commUnications or the address of
such person is chanqed, written notice shall be given,
in accord. with this section, within live (5) workinq
days of said chanqe.
SMALL BUSInS8 LOU AGRBBMBIl'I
~DB-FiD&DGed C)
Page -3-
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4:) S103. ~.ra o~ ~his Aar..meft~.
This Aqreemen~ shall 'remain in full force and effe~ frOll
~e date of execution by Borrower of ~e ProIIl18sory Note,
until such time as said Prom18sory Note is paid according to
its terms, subject to ~e provisions of 8303 herein.
810C. COD4i~ioD. Pr.a.4.ft~.
A. Prior to ~e execution of~is Aqreement, the Borrower shall
submit to the City for approval in wri1:ing an Affirmative
Action Proqram Plan in accordance with 8ection'512 herein.
.
B. In the event that Borrower is a corporation, then prior to
the exeCUtion ofth18 Agreement, the Borrower shall Provide
~e City with copi.s of the following dOC\Ul8nts: . '.
1)
o
Borrower's Articles of Incorporation, and all amendments
thereto, as, filed with the Secretary of state.
Borrower's By-Law., and all amendments thereto, as adop-
ted by the Borrower and properly attested.
3) Resolutions or o~er co:i:porate a~iona of the Borrower's
Board of Directors, properly attested or certified,
which specify the nameCs) of the personCs) authorized to
obligate the Borrower and execute contra~ual documents.
2)
4) Certificate of Good standing frOll California Secretary
of state. .
C. In the event that Borrower 18 a partnership, ~en prior to
~e execution of ~is Agreement, ~e BOrrower shall provide
~e City with copies oftbe Borrower's Partnership Agree- .
ment, and evidence of filing thereof with appropriate filing
official.' .
D. In the event the Borrower is an individual doing business
under fictitious name, a copy of ~e Fictitious Name State-
ment and evidence of the proper filing ~ereof.
8105. %D4.b.D4.D~ eOD~r.a~or 8~a~u. e~ ~~. Borro.er.
The parties agree that the Borrower is an independent con-
tractor and that no employees of ~. Borrower hav4l! been,
are, or shall be employees of ~. City by virtue of this
Agreement, and the Borrower shall so inform each employee
organization and each employee who is hired or retained by
it.
o
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.,SMALL BU8IHB88 LOUAGRBBMDI'I
IDB-pilluced V
Palle -c-
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4:) 8BCTIO. II.
PURP08E 01' AGRIIBMBII'l' AIm LOU. LO~ R1UUI. AIm PROIO:880R" IIqR
8201. ParDo.. e~ ~h. .ar....B~.
The purpose of this Aqre..ent 18 to provide Fi ftv Thqusand
-----------------------------------------------------00~
(50,000.00 ) of EDP un s to oane e C y to the
Borrower, hereinafter oalled the wLoanw, for the purpose and
under the terms and conditions set forth herein.
8202. PurDo.. or the LaaD.
The purpose of the Loan i. to provide financial assistanoe
to enable the Borrower to:
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1. Provide operation cash flow to enable the business to pur-
chase additional inventory and acquire labor assistance in
the business expansion efforts.
2. The company is in the process of converting its operation
from providing sales and services to,the general public, to
sales and services to area car dealerships. The borrower will,
however, continue to service the general public; but his primacy
focus will be on area dealerships.
8203.
"arm. ar the LoaJl.
A.
The City aqrees to lend the Borrower, and the Borrower
. aqrees to borrow from the . City, an amount not to exceed
f:iJbY Thnll"llnil ,nit og/100-------------_______DO~, ($50.000.00 ),
su transact10n ereinafter referred to as the wLoanw. The
Loan is to be evidenced by, and lIIade aqainst delivery of a
Promissory Hote executed by the Borrower, hereinafter called
the WHotew and by this reference incorporated herein.
The Hote shall (1) be dated as of the olosinq, (H) bear
interest on the unpaid prinoipal at the rate of eight percent
(81 ) per annum, (Hi) be for a term of Eight
(8 . ) years, and (d) provide for payment of the principal
amount thereof and the interest thereon in. Ninety Six
B.
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. .SMALL BUSIOS,. LOAWGUBMBft
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( 96) equal monthly installments of Seven HlJndred Six and 00/100-
------------------------------------------------------------- DO~
($ 706.83 ), each includinq principal and int.rest, and
continuing until said principal and inter.star. paid in
full.
C.
Each monthly installment shall h. applied first to the
payment of interest then accrued to the date the payment is
receiv.d, and the halanc., if any, to the reduction of the
principal.!
S20e.
promi..orw .o~..
A.
The ohliqation of the City to make the Loan is subject to
rec.ipt hy the City of the Hote and, at the City's sol.
discretion, to the followinq additional conditions prece-
~M: .
1) The representations and warranties made herein hy the
Borrower shall he true and correct at the time of
consideration hy the Mayor and Co_on COuncil of the
City of San Bernardino with the same eff.ct as though
mad. at the closing.
2) Rec.ipt hy the City from the Borrower of all executed
dClCUlllents in conn.ction with this Agreement; satisfac-
tory in fOrm and substance to the City.
3) If matching funds constitut. a part of this Agr....nt,
then Borrow.r ahal.l ohtain _tching funds in an amount
equal to the amount of this loan and, as required hy the
City, deposit said _tching funds into an account with
N/A 'scrow Aqency.
The City and the Borrower have mutually agr.ed to the
terms and conditions as set forth in the BlDployment
Action Plan, which is attached-hereto as Attachment I
and hy this reference is incorporated herein.
4)
B. The Hote is to he secured as follows:
1. Inventory (wholesale) valued at $134,657.65 with a retail value
of $300,000.00.
2. Accounts receivable with an estimated valued at $20,000.00.
3. Personal guarantee.
C. Borrower shall have the riqht, without penalty,. to prepay
the Hote together with the accrued interest thereon as of
the date of such pr.payment.
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."HALL BUSI1IBSS LOU MUBIIBJI'l'
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D. The Borrower acknowledges and agrees that tbe amount being
provided under this loan sball be for a total of Fifty
---------------------------------------~~,
( 50,000.00), and that no add onal fun s to cover addi-
tional projects costs, anticipated or unanticipated, incur-
red as a result of cost overruns or expenses' in ~inancing
this project, are available under this Agreement.
SBCT:IOH III.
UPUSBH'l'A.'l'rONS MID COVBNA.H'l'S O. BOllllOWRll. MID DB.A.UL'l'
8301. BI!Dr...Il'tat:ioll. of 'the Borrmrar.
,
To induce City to enter into this Agreement, Borrower cove-
nants and represents to City that:
1) The execution, delivery and performance of the Note .and
this Agreement by Borrower bave been duly authorized by
BorrOwer. This Agreement constitutes a legal, valid and
binding obligation of Borrower, entorceable in accord-
ance with its terllS.. The execution and delivery of this
Agreement and the note, and consWlllDation of the transac-
tions her. in contemplated, will not conflict with, or
result in a breach of, any of the teX'lllS, provisions or
conditions of any indenture, contract, instrwaent or
agreement, including any partnersbip agreement, to which
Borrower or any of its Officer. i. a party. No appro-
val, consent or authorization of any governmental
authority is necessary for the execution, delivery or
performance by the Borrower of this Agreement or of any
of the teX'lllS and conditions. .
2) Borrower has good and lIUlrketable title to the real pro-
perty identified in 8204B of this Agreement, located at
N/A , San
Bernardino, California, and it is free and clear frOlll
all liens except as set fort~ herein: N/A
.
3) Borrower is in compliance with all applicable statutes,
laws, regulations, and executive orders of the United
States of America and all states, foreign countries,
other governmental bodies and agencies having juriSdic-
tion over its business or properties, including (without
limitation) all tax laws and Borrower bas not received
notice of ,ny violation of such statutes, laws, regula-
tions or orders wbich bave not been remedied prior to
the date of this Agreement. Borrower possesses all
licenses, tradenames, trad8llUlrks, and permits as are
required for conduct of its business without conflict
with the rigbts of others.
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"SHAloL DVSlnss z.o~GUBllDl'i
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8302.
D. There is not pending or threatened against Borrower, or any
of its officers, any act:ions, suits, proceedings or investi-
gat:ion. at lIlw or in equit:y or before or by any federal,
state, municipal or governmental department, commission,
board, bureau, agency or instl'Ulll.ntality which, if d.ter-
mined adversely, would b. likely to have a materially ad-
v.rs. eff.ct on the busin.ss or properti.sof Borrower.
Each and .very financial statement, docum.nt and, r.cord .
d.liv.red by Borrow.r to the City in conn.ct:ion with this
Agr...ent and the proposed ~ansact:ion h.r.under iIIi a true
and compl.te copy of said financial statement, docum.nt or
record, and fairly and ac;:curately refl.cts the information
it purports to .portray. Ther. has been no change in the
COndition, financial or otherwis.,of Borrower a8 ~own in
~e financial stat...nts dated li.,tnh.... 1 q _ 1990 . ,
exc.pt changes in the ordinary course of busin.ss, none of
which, individually or in the aggregat., has be.n ..t.rially
adv.rs..
E.
.A44i~IOft.l COV.ft.B~. or ~h. Borrov.r.
Borrow.r cov.nants and agr..s that, f1"Olll the date h.r.of,
until payment in full on the Note and the int.r.st th.r.on,
that it will:
1) Pay the principal and inter.st on the Not. according to
its t.rms.
2) par any other amounts that ..y b. due or become due and
ow ng to the City und.r or pUrsuant to the t.rms of this
Agr....nt or the Not.. "
3). Ex.cut. and d.liv.r all instruments, and perform 8uch
act:s, as the City may reasonably d.em n.c.ssary or de-
sireable to confirm and s.cur. to the City all rights
and remedies conff'rred upon the City by the terms of
this Agr.ement and Not..
4) In the .vent that Borrower shall grant the City a se-
curity interest in ae.al Property a.collat.ral under
S204 (B) herein, th.n Borr~er agr..s to ..intain at
Borrow.r's sol. expense a policy of title insuranc.
cov.rage .qual to the amount of the loan.
S) Giv. notic. to the City of any .vent .that constitut.s. an.
Event of Default as set forth in S.ct:ion 303 of this
Agreement or that would, with notic., or lapse of time
or both, constitut. an Event of Default under this
Agreement. Notice shall specify the nature of such
Event of Default.
4.
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,~L BU8IIIB88 LOU,.A.GREBHBn
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6)
Not enter into any agreement or other cOlllllitment the
performance of which would const,itute a breach of any of
the covenants contained in th18 Agreement.
Use the Loan proceeds only for the purposes 'stated in
this Agreement and for no other purpose or purposes.
Observe all applicable federal, state and local statutes
and regulations as well as City ,of San Bernardino Ordi-
nances as further defined and set forth in Section 505
of this Agreement.
9), In the event that Borrower is a corporation, then Bor-
rower shall do or cause to be done all things necessary
to preserve and keep in full force and effect its corpo-
rate existence, rights and franchises.
7)
8)
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10) Not violate any laws, ordinances, governaental rules or
regulations' to which it 18 subject and not fail to ob-
tain any licenses, permits, franchises or other govern-
mental authorization necessary to conduct its business,
which violation or failure,to obtain might have a mate-
rial adverse effect on the business, prospects, profits
or condition (financial or otherwise) of Borrower.
11) Submit an Annual Employment Report on or before the fif-
teenth (15th) day of J1lfte for the year(s) 1991
. The Annual Employment Report shall de-
tail Borrower's compliance with the Employment Action
' Plan, Attachment I attached hereto and by this reference
incorporated herein, for the ,preceding twelve (12) month
period.
12) Maintain adequate insurance with respect to the col-
lateral and the (proprietorShip, partnership or cor-
porate) business which 18 the subject of this Agreement,
with reputable insurance companies. The Borrower shall
maintain insurance in such amounts and against such
risks as 18 customary with companies in the same or
' similar business, in addition, said insurance cover-
ages(s) shall be in accordance with the general insur-
ance provisions of this Agreement as specified in
S501(B)(5), including fire, hazard and general compre-
hensive liability insurance, worker's compensation, con-
struction/rebabilitationliability, to protect such bus
iness and a,ll property securing the City'S loan. Said
insurance shall be maintained throughout the term of
this loan. The City shall be named as an additional
insur8d, and the pOlicy or policies shall not be subject
to cancellation, reduction or nonrenewal without thirty
(30) days prior written notification to the City Attor-
ney by certified mail.
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8MALL 8U8ID88 LOU AGUBHEIl'l
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13)
Pay all ind.bt.ne.. and obligation. promptly in accord- .
ance with normal ~erJ118 and promptly pay an~ discharge or
cau.e to paid and d18charged all taxe., a.....ment. and
governmental charge. or 1evie. impo.ed upon it or upon
it. income and profit. or upon any of it. property,
real, per.ona1 or mixed, or upon any part thereof, r.-
.p.ctiv.1y, b.fore the .ame .hall become in default.
8303. Default.
A. The entire unpaid ,principal of th. Note, and intere.t then
accrued thereon, .hall become and be forthwith due and pay-
ab1.e upon written 'demand by the City or'the City'. a..ign.,
without any other notice or demand of any kind or any pre-
sentment or prote.t, if ey cme of the following events
(herein Called an "Event of Default") shall OCClU' and be
continuing at the tiJlle of such demand, whether VOluntarily
or involuntarily, or, without limitation, occurring or
brought about by operation ~f law or PUr.uant to or in
compliance with any jUdCJl!lent, decree' or order of any court
of any order, rule or regulation or any governmental body,
pr.,vided however that such. sum .hall not be payable if '
Borrower'.. payments have been expre..1y .xtended by the City
or the City's a.sign.. "Events of Default" uall include:
1) Payment of any installment of principal or inter_t on
the Note 18 not paid when due and, .uch payment remains
unpaid for thirty (30) days. '
2) Borrower fails to pay when due, or declared due, 'the
obligations secured under thi. Agre_ent.
3) Borrower fail. to perform or comply with any terJll8, .
conditions, or covenants as provided in this Agreement
or in any instruments .ecuring or related to this Agree-
ment.
4) If any repre..ntation or warranty made by the Borrower
in this Agre_ent shall prove to be untrue in any mate-
rial respect, or if any report, financial .tat_ent or
financial .chedul. or other instrum.nt delivered under
or pursuant to this Agreement or the transaction. con- .
t8lllp1ated her.in', to the City or to any other holder of
th. Note .hal1 prove to be untrue in any material re-
.pect as of the date as of Which mad..
A court enters a decree or ord.r for relief ,in respect
of the Borrower in an inVOluntary case under any appli-
cable bankruptcy, insolvency or other similar law now or
h.reafter in effect, or appoints a receiver, liquidator,
assign.., custodian, trustee, sequ.strator (or similar
Official) of the Borrower or for any sub.tantia1 part of
5)
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. ~JIALL aVSIDSS LOU ~RBDDI'l
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its property, or orden the winding up or liquidation of
its affairs and such decree or order reaains unstayed
and in effect for a period of sixty (60) consecutive
days.
The OQcurrence (1) of Borrower's becoming insolvent or
bankrupt, or ceasing, being unable, or admitting in
writin9 its inability to pay its debts .s they IIature,
or IIakin9 a general assignment for the benefit of, or
enterin9 into any composition or arran98l1lent with credi-
tors, (11) of proceedin9s for the appointment of a re-
ceiver, trustee or liquidator of Debtor, or of a sub-
stantial part of its assets, being authorized or. insti-
tuted by or against it, or (111) of prOQeedin9s under
any bankr\1ptcy, reoZ'9anization, readjustment of debt,
inSOlvency, dissolution, liquidation or other similar
law of any juriSdiction being authorized or instituted
by or against the Borrower.
A cessation.or substantial reduction of operations in
the business which is the Subject of thia Agreement
under cirCUll8tances indicative to the City of a. lack of
intention or ability to provide continuing 8lIlployment
and economic benefits for the area in which the business
is located.
8) Failure to submit the Annual Employment Report referred
to in 8302(12) within ninty (90) days of the scheduled
due date for said Report~
7)
6)
9. The loss, theft, substantial damage, destruction, aban-
donment, sale or encumbrance to or of any of the colla-
teral securing payment of the Note,. in any IIanner not
fully covered by insurance, or' the making of any levy,
seizure or attachment thereof or thereon.
B. If Borrower shall at any tille default in JIllkin9 any payment
of principal or interest on the Note, Borrower shall to the
full extent permitted by laW, pay to the City or other
holder of the Note, in adclition to any other amounts that
IIaY be due from Borrower to such holder, an amount equal to
the reasonable costs and expenses incurred by such.holder,
in its efforts to protect its collateral, secure payment,
or otherwise defend its interests hereunder in any jUdicial
or administrative proceeding.
SBC'1'J:OR %V.
"PaR'!'. ~ "COIlD. um AUO%llJ.IS
S401. ReDortin~ Reauirements.
A. At such tilles and in such forms as the City IIaY require,
there shall be furnished to the City such statements,
JIl. ]
8MU.r. BU8IRB88 LOU AGItUHBIlT
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records, reports, data and infonaation as the City may
request partaining to matters covered by this Agreement.
B. Borrower will provide its financial and accounting state-
ments to the City for the period ending December 31. 1990"
and annually thereafter during term of this Agreement, but
not later than three (3) months fOllowin9 the expiration of
any such period, and at each.other time and in such form as
the City may prescribe.
8402. Main~.ft.Da. of ..corda.
,0
A. Records, in their original form, shall be maintained in
accordance with the requirements prescribed by the Grantor
and the City with respect to all matters covered by this
Agreement. Such records shall be ret:~ined for a period of
six (6) years after tenination of this Agre..ent and after
all other pending matters are closed. wPendin9 Matteraw in-
clude, but are not limited to, an audit, litigation, or
other actions inVOlving records. The City may, at its dis-
cretion, take possession of and retain said records.
B. Records in their original form pertaining to matteracovered
bI this Agreement shall at all times be retained within the -
C ty of San Bernardino, or som.other locationspacifically
authorizing in writing by the Director of Community Develop-
ment, unless authorization to remove them is granted in
writing by the City.
8C03. au4i~. and ZD.D.a~ioB..
I
A. At any time during normal business. hours and as often as the
Grantor, the U.S. ComptrOller General, AUditor General of
the State of California or the City may d.em necessary, the
Borrower shall makeavaUable to the City for examination,
all of its records with respect to all aattera covered by
this Agr....nt. Th. City, Auditor General of the Stat. of
California, Grantor, and the U.S. comptroller General shall
have the authority to audit, .xamine and aake excerpts or
transcripts :trom records, inCluding all contracts, invoices,
materials, payrOlls, records of personnel, conditions of
employment and other data relating to all matters covered by
this Agreement.
B. The City shall have the authority to make physical inspec-
tions and to require such physical safeguarding devices as
locks, alarms, safes, f~re extinguishers, sprinkler system,
etc., to safeguard property and/or equipment funded or secu,..
red by this Agreement. Notwithstanding such inspaction
authority, Borrower ~s soley responsible for the provision
of security and for the safe guarding of the business and
its property.
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o S404. ValieU tv of Pinancial DoCUlllentation 8uhaissions.
Financial reports required to be prepared and submitted by
the Borrower to the City shall be accurate and correct in
all respects.
.C05. R.le... c~ Yu~4. frea ..crov.
A. All loan proceeds shall be deposited into an escrow aCCount
with an escrow company designated by the City. Disburs,ement
of funds shall be jointly authorized by the Borrower and the
City. Each disbursement shall be in accordanc. with 8202
"Purpose of th. Loan" and sball b. properly supported by
invoices, vouchers, executed payrolls, tille records or other
documentation evidencinq an expenditure and/or enCUlllbrance
of funds.
B. The costs a.sociated with the loan such as escrow fees,
credit reports . (TRW) , title reports, or other .imilar eost.
shall be deUneated in the escrow instructions and disbursed
from the loan proceeds upon openinq of the escrow account.
840.. RecoRvevanc. ~..
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In the event that real property is used to .ecure this Loan,
then Borroweraqree. to pay any costs incident to title re-
conveyance, incIUdinq, if applicable, trustee's fees, attor-
ney fees, document preparation fee., recordinq fees or any
other related expenses.
8BO':%OR V.
GBllBRAL HUS :AIm ClORDU'l:OR8
8501. rD4.mBifia.~ion 884 r~.ur.Da. ..aulr".Q~..
A. Indemnification:
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The Borrower undertake. and aqrees to defend, indemnify and
hold harmless the City and any and all of the City's offi-
cers, aqents, employees, 'assigns, and successors in interest
from and against all suit. and causes of act:ion, clailllS,
cost of litigation, damage or liability of any nature what-
soever, for death or injury to any person, including Bor-
rower's employees and agents, or damage or destruction to
any property of either party hereto or third persons in any
manner arising by reason of or incident to the performance
of this Agreement on the part of the Borrower or subborrower
any tier whether or not contributed to by any act: or OIIIIIis-
sion, active or passiv., negligent or otherwise, except for
the sole negligence of the City, or the .ole negligence of
any of the City'S officers, agents or employees. City ap-
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proval of the Borrower's performance, or failure to object,
shall be no defense to'Borrower concerning its undertaking
herein to defend and indemnify City and others.
B.
Insurance:
o
1) The Borrower shall provide and maintain at its own, ex-
pense throughout the term of this Agreement the insur-
ance'requirements specified herein. Evidence of insur-
ance shall be submitted for approval by the City. The
City special endorsement forms, referenced hereto end
incorporated by reference, are the preferred form of
evidence of insurance. Alternatively, Borrower IlaY
submit two (2) certified copies of the full policy con-
taining the appropriate cancellation notice language and
additional insured/loss payee language as' specified.
2) No release of funds from the Iscrow Account shall be
made to the Bol'rQW8r until such time as the Borrower has
complied with all insurance alld bonding requirements
under this Agreement. The City's Additional Insured
Endorsement form, or a form approved by the City, stat-
ing that the Borrower is so insured, IlIl.1st accompany any
demand for funds unl..s said form has been previously
submitted and approved by the City. (Certification of
insurance shall be procured, filed and approved in
strict compliance with City rules and regulations.)
3) With respect to the interests of the City, such insur-
ance shall not be cancelled, reduced in coverage or
limited or non-renewed, except after thirty (30) days
written notice by receipted delive~ has been given to
the Office of the City Attorney, City -Hall, 300 North
"D" Street, San Bernardino, CA 92418-0001. Policies of
, insurance and fidelity bonds, except for policies cover-
ing Worker's COIIpensation,alld Employees' and Volunteer's
Owned and/or Leased Vehicles, shall name the City as an
Additional Insured and said endorsements or other evi-
dence of insurance shall so indicate. Pidelity bonds
shall name the City as loss payee or additional insured.
In the event of any cancellation, non-renewal, reduction
or limitation of coverage, or notice that such will be
effected, 'City IlaY, but is not required to, obtain insu-
rance to prQtect its interests, in which event the cost
thereof shall be reillbursed by Borrower fo~with. Any
failure to forthwith reimburse such expense shall con-
stitute an Event of Default. '
4) The City reserves the right at any time during the term
of this Agreement to change the amounts and tYpes of
insurance required hereunder by giving Borrower ninty
, (90) days written notice. , _ ' '
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SMALL BtJSINBS8 LOUAGUBJIBft
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8502.
8503.
8504.
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!5 . The Borrower shall maintain .inilDUll insurance coverages
prescribed in AttachmentlI of tJ1is Agre...nt, which by
this ref.rence is incorporated herein.
'!'he Borrow.r shall not assign this Agr....nt, nor assign or
transf.r any int.r.st or obligation in this Agr...ent (Whe-
ther by assignment or ..novation) without prior written con-
sent of the City. No part of the property s.curing this
Agre..entshall be assigned or transferred (except .sa1es of
inventory in the ordinary course of business), nor shall
such property be pl.dged; without the prior writt.n consent
of City.
The Borrow.r shall not ent.r into any agr....nt with any
other party under which such oth.r party sball become the
. recipi.ntof claims due or to become due to the Borrower
from the City without prior writt.n cons.nt of the City.
Prohibi~ioD aaaiB.~ A..iaftm.B~.
A.
B.
.
Lt.! t:at:loll or eOrDorat:. Aat:...
In the ev.nt that Borrower is a corporation then the Bor-
row.r shall not ..end its ArtiCle. of Incorporation oray-
Laws, .ov. to dissolv., transf.r any ass.ts derived from
funds provided under this Agreement, or take any other steps
which .ay .aterially affect its operations within the per-
formanc. of this Agre..ent without first notifying the City
in writing. The Borrower shall notifyth. City ilIIJDediatsly
in writing of any change' in the Borrower's corporate name.
balldmen.t:. aIld .aivera.
This Agre..ent .ay not be chang.d or a.end.d orally, and no
waiver h.reunder may be oral, but any change or amendm.nt
hereto or any waiver hereund.r must be in writing and signed
by the party or parties against whom such change,' a.enaent,
or waiver is sought to be enforced.
8505. eO.blt_Dca wlt:h St:at:ut:.. aDd .eaulat:lon...
A. The Borrower warrant. and certifies that in the performance
of this Agre..ent, it shall comply with all applicable staa-
tutes, rul.s, regulations and orders of the United Stat.s,
the stat. of California; the County and City of San Bernar-
dino, including laws and regulations pertaining to labor,
wagea, hours and other conditions of..ployment and the
City'S anti-discri.ination provisions and Affirmative Action
Plan which by this reference is incorporated herein. Bor-
rower further warrants and c.rtifies that it shall comply
with new, a.ended, or revised laws, regulations, and/or
procedures that apply to the performance of this Agre..ent,
upon being provided notice thereof.
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Borrow.r covenants that th.Davis-Bacon Act as amended. the
Contract Work Hour. and Safety Standard. Act. and th. COpe-
land "Anti-Kickback Act" shall be a part of all construction
contract. award.d by th. Borrower pursuant to this Agreement
and all subcontracts thereto.
S501.
COBrlia~ or %D~.r..~.
A.
The Borrower covenants that none of it. directon. offic.rs.
employ.... or aqents shall participat. in ..lectinq subcon-
tractors. or administerinq subcontract. .upported (in whole
oX' in part) by f.deral funds wh.re .uCh person is a dir.c-
tor. Officer. employ.e oraq.nt of the subcontractor~ or
where .uCh person knows or should have known that:
1)
A member of suCh person's immediate flllli1r; or partner.
or orqanization has a financial intersst n the subcon-
tract,
The subcontractor is someone with whoa suCh p.rson has
neqotiated or is n.qotiatinq any pro.pectiv. 8Iilployment.
or,
2)
3)
The participation of suCh. Persons would be prohibit.d by
th. Cal~fornia Political Reform Act. California Govern-
ment Code Section 87100 et ssq., if suCh person were a
public Officer, because suCh Perlion would have a "finan-
cial or oth.r interest" in the subcontract.
B. Definitions:
1) Th. tera "immediate fllllily" includ.s, but is not limited
to, those penons r.lated by blood or ..rriaq.. suCh as
husband. wife, fathe!:, moth.r, brother, sister, son,
dauqhter, fath.r-in-law, motherin-law, brother-in-law,
son-in-law and dauqhter-in-law.
2) Th. tera "financial or other int.rest" includes. but is
not limited to: .
Ca)
Any direct or indirect financial interest in the
specific contract, includinq a commission or f.e; a
share of th. proceeds, prosp.ct of a promotion or
future employm.nt, a profit. or any other fora of
.financial r.ward.
Any of the followinq int.rests in the subcontractinq
entity: partnership interest or other beneficial
interest of five percent C5t) or more of the stock,
employment in a manaqerialcapacity, or membership
on the board of directors.. or qoverninq body. This
provision shall not apply to servinq on the board or
qoverninq body of anon-profit corporation for whiCh
no salary is paid or other comp.nsation.
Cb)
. 8MALL BV8lD88 I.O~~GlU!lBJDUl'l
lDB-J'iDUO.cJ '""
Paq. -11-
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C. Th. Borrow.r furth.r covenant. that no officer, dir.ctor,
employee or agent .hall .olicit or accept gratuities, fa-
vor., or any1:bing of .onetary value, frOll an actual or po-
tential .Ubcontractor,.upplier, a party to a .Ubagreement,
(or per.on. who are otherwi.e in a po.ition to benefit from
the action. of any officer, employee or agent).
D. The Borrower shall not .ubcontract with a former director,
officer, or employee within a one (1) year period fOllowing
th. t.rmination of the relationship betw..n .aid person and
the Borrower.
o
E. Prior to obtaining the City'. approval of any .Ubcontract,
the Borrower shall di.clo.e to the City any relationShip,
financial or otherwise, direct or indir.ct, of th. Borrower
or any of its Officers, director. or employ.e. of their im-
mediate family with the propos.d .Ubcontractor and its offi-
cer., director. or employ....
F. For further clarification of the meaning of any of the terms
used herein, the parties agree that reference. shall be .ade
to the guideline., rule. and laws of the City of San Bernar-
dino,State of California, and federal regulation. regarding
conflict of intere.t. .
G. The Borrower warrants that it has not paid or given and will
.not payor give to any third per.on any money or other con-
.i~eration for obtaining this Agreement.
H. The Borrower covenants that no lI8IIlber, officer, employee of
Borrower shall have any intere.t, direct or indirect, in any
contract or .ubcontract of the proceed. thereof for work to
be performed in connection with this project during hls/her
tenure as such elliplOye., memb.r or officer or for one (1)
year ther.after.
J:. The Borrower shall incorporate the foregoing .ub.ections Of
thi. .ection into every agr._ent that it enters into in
connection with this project and shal~. sUb.titute the term
"Subcontractor" for the term "Borrower" and. "Sub-contractor"
for "Subcontractor".
8507. Political Activitv Prohibitea.
None of the funds, material., property or service. provided
directly or indirectly under this Agreement shall b8 used
for any partisan political activity, or to further the elec-
tion or defeat of any candidate for "public office.
8508. Lobbvina Prohibitea.
None of the funds provided under this Agreement shall be
1'.0 used for any purpose.design8d to. .upport or defeat any pend-
ing legislation or admini.trative regulation.
- -~.__._--_._---~-._- --~~- ---- _._~.._._-~-_.__.-----
. BULL aUSIDSS LO~GRBBNDl'l
ID8-Pinuce4 \.I
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c:> S50.. Installation or l'inaDcial assistuce I'lu.
The Borrower shall iMtall, or cause to.be installed, for .
public 4isplay upon the project pr..d,ses a sign, with 4esign
approved by City, identifying the Borrower as receiving
financial assistance tl'Olll the City, if suCh a sign is re-
quested by the Director or Community Development Department.
8510. ~r... ..1......
In all cOlDllunications with the press, television, radio or
any other means of COllllllunicating with the gene~al cOlDllunity,
the Borrower shall aake specific referance to the City of
San Bernardino cOlDllunity Development Depare.ent as the spon-
soring agency of the project.
. S511. Discrimination l'rohibite4.
No person shall' on the grounds of race, religion, ancestry,
color, national origin, sex, age, or physical handicap, be
excluded from participation in, be denied the benefit of, or
be subjected to discr1aination under this progrUVproject.
For purposes of this section, Title 24, Code. of Federal ae-
. gulations Section 570.601(b) defines specifid discriminatory
actions which are prohibited and correction action whiCh
shall be taken in situations aa defined therein.
o
8511. .oft4i.cri.iBa~loB. BauaJ "Dlova.B~ ~r.a~ia.. ~4 Affir.a-
~lv. Aa~ioB .roar... >
The Borrower shall comply with the nondiscr1a1nation and
affirmative action provisioM of the l~ws of the United
States of America, the State of California; and the City. In
perfonaing this Agreement, the Borrower aball not discri-
minate in its employment practices agaift8t any employ.e, or
applicant tor employment because of person's race, religion, ,
ancestry, color, national origin, sex, age or physical
handicap. Any subcontract ':ltered into by the Borrower re-
, lating to this Agre8lllent, to the extent allowed hereunder, .
shall be subject to the provisions of this paragraph.
8513. ZmDlovm.ft~ ODDO~UDi~i.. for Buaia... aDd Lov.r Zncome
Per.oBa.
o
Any project/program funded in part or in. whole with Com-
munity Development funds shall comply with the fOllowing
provisions (referred to as a Section 3 clause:)
1) The work to be performed under this contract (Agreement)
is on a project assisted under a prograa providing di-
rect Federal financing,assistance frOll the Departmant of
. Housing and Urban Development and is subject to there-
quir8lllents of Section 3 of the Housing and Urban Deve-
SULL BUSIDSS LOU ~
SIIAIoL BUSIDSS !.OU~G"BIID'1'
XDB-J'illuce4 \J
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-"'-.'
lopment Act of 19~8, as ..en4ed, 12USC 1701u. Section
3 requir.. ~at, to the greate.t extent feasible, oppor-
tunitie. for training an4 employment be given to lOWer
income residents of the project area an4 contracts
(agre_ents) for work in connection with ~e project be
awarded to business concerns which are located in, or
owned in substantial part by persons residinq in the
area of the project.
The partie. to this contract (Agre_ent) will comply
with the provisions of .aid Section 3 and the regula-
tions issued p~suant thereto by ~e Secretary of Rous-
ing and urban Development ..t forth in Title 24 CPR,
Part 135, an4 all applicable rUl.s and orders of the
DepartJaent issued thereunder ~rior to the execution of
this contract (Agre_ent) certify and aqree that they
are under no contractual or other disabi~ity whic:h would
prevent them from COIDplyinq with these requir_ents.
3) The Borrower will sen4 to ..db labor organiaation or
representative of workers with whidbhe/ahe has a
collective bargaininq aqreement or other contract or
understanding, . if any, a nodce. advisinq the said labor
orqanization or worker's repre.entative of its
co_itments under this Section 3 clause an4 shall post
copies of the notice in conspicuous places available to
employees and applicants for _ployment and training.
2)
4) . The Borrower will include this Section 3 clau.e in every
subcontract for work in connection with the project an4
will, at the direction of the llpplicant for or recipient
of Pederal financial assistance, take appropriate action
pursuant to the subcontract upon. a fin4inq that the sub-
contractor is in violation of regulations i..ued by the
Secretary of Rousinq an4 Urban Development, ~4 CPR, Part
135. The Borrower will not subcontract with any subcon-
tractor where it has notice of knowledge that the latter
has been found in violation of regulation. under Title
24, CPR 135 ar:l will not let any subcontraCt: unless the
subcontractor has first provided it with a preliminary
.tat_ent of ability to comply with the requirements of
these regulations.
5) Compliance with the provisions of Section 3, the regula-
tionsset forth in Title 24 CPR, Part: 135, and all ap-
pliCable rules and order of the DepartJaent issued there-
under prior to the execution of the contract (Agre_ent)
shall be a condition of the federal financial assistance
provided to the project, binding upon the applicant or
recipient for such assi.tance, its successors., and as-
signs. pailure to fulfill the.e requirements shall
subject the applicant or recipient, its contractors and
subcontractor., its successors an4 a..igns to those
. SHALL BU.ID.8 LOU~CJUBJlBJl'1'
IDB-~iDaJlG.4 \.)
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.anction. specified by the grant or loan agreement or
contract through which fe4.ral assi.tance is provide4,
and to such. sanction. a. are specified by ~itle 24 CPR,
Part 135.
.514.
. .
Part:.ialaat:loll e~ Mlllorit:i... WO..1l aBa ...11 .a.lll......
To the full..t ext.nt po..ible in the admini.tration of this
Agreement, BorroWer agrees to provide opportuniti.s for
minoritie., women and .mall bu. in..... to participat. in
procurement. under this Agreement.
.515. CaDtion..
Th. .ection headings app.aring her.inshall not b. deemed to
gov.rn, limit, moc!ify or in any way aff.ct the .cop., mean-
ing or intent of th... cOndition..
.~11. .ff.at of Leaal 3u4am.nt.
Should any covenant, condition or provi.ion h.r.in containe4
be h.ld to be invalid by final jUdgiaent in any court ofcom~
petent juriSdiction, the invalidity,of .uch covenant, condi-
tion or provi.ion shall not in any way att.ct any oth.r co-
venant, condition or provi.ion h.rein containe4.
()
8517. Choice o~ La. GavarnlllG t:hi. Aar....Bt:.
This Agr.ement shall be gov.rn.d by and construe4 in accord-
anc. with the laws of the Stat. of California.
8518. Prohlblt:loll o~ ~.1 Proc..dlnG..
Th. Borrowsr i. prohibite4 from using Grant fund. r.c.ive4
und.r this Agr.ement, 0;1:' fund. realized a. a r.sult ot this
. Agr.ement, tor the purpo.e ot in.tituting legal proc.edings
against the City or it. otticialrepre.entativ...
851'. Riabt. a~4 R".41...
Inth. event any party tail. to pertorm, in whole or in
part, any promise, cov.nant, or agr.ement h.rein, or should
any representation made by it be untrue, any aggrieved party
may avail itselt to all rights and remedie., at law or
equity, in the courts ot law. Said right. and remedies are
in addition to those provided tor h.r.in.
..COlZOR n.
BIftI%1lB aCJuBJImI'lI.
.101. ComDI.t. .ar....nt.
o Thi. Agr.ement contains the full and compl.t. Agreement bet-
-~-- .- ----- .. ----. -~-_.- --------~.
o
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8HALL BU8I088 LOAWGuBJlBn
. IDB-l'buGell V
>>age -20-
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ween the two parti.. .Ro verbal agre_ent or conv.r.ation
with any ottic.ror ~loye. ot eith.r party .hall ettect
or lIocUfy any of the t.nt. an4 con~ition. of this
Aqr."ent.
.
HU.~.r or Paae. ABa .~~.ahm.B~..
Thi. Aqr....nt is ex.cute4 in thr.e (3) 4uplicate oriqinal.,
each of whiCh is 4e...4 to be anori9inal. This Aqr....nt
inclu4.., Twenty . (12-). page. an4
tn . c.t..> attachllent. whiCh
const tute the entir. un4.r.tan4ing an4 agr....nt of the
parti...
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. 8ULL BV8I088
IDB-l'lnoceel
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IN WITNESS WHEREOF, the City of San Bernardino anel the.
Borrow.r have caused this Aqr....nt to be executed by their duly
authorized representatives on this ___ day of .
, 19 .
---
ATTB8TI
CITY 01' 8U BBJDtARDINO
CU}' Clerk
.... BOLCCIIIII, DYO.
CU, of 80 BenareliDo
(CO.PORATION)
BY
Cozporate pre.ielent
ATTEST I
BY
Cozporate 8ecreta~
Approveel as to fora
oel 189&1 content I
JAMB8 1'. PBNaJr
CU}' Attone}'
BYI
(.itDe..)
KJH,Ilab/0683
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AftACIIJIDT I
"IUIPL01JIBBT ACTIO. PLUPI
BCODoalc DevelopeDt Pr09r_
IIIIplo7*eat ActioD Pla
stat..at of Borrower
Borrower does hereby state that the funds resulting from
the Loan Agreement entered into on behalf of the City of San
Bernardino (hereinafter "City") and Borrower shall be used
solely for furthering the purpose of the Economic Development
Program (EDP).
The purpose of EDPassistance is to benefit the low and
moderate income residents of the City of San Bernardino
through the creation and/or retention of "jobs to said per-
sons. Pursuant to the purpose of the EDP the Borrower agrees
to comply with the following Employment Action Plan:
Borrower understands and agrees that in order to deter-
mine that said program purpose 18 being met, an Annual
Employment Report shall be filed with the city. Borrower
understands that failure to meet the objectives set forth in
this Employment Action Plan or failure to comply with the
requirements of filing the Annual Employment Report may
result in the entire outstanding balance of the loan plus
interest, being due upon written demand by the City, pursuant
to Section 302 of the Loan Agreement and this statement.
KJII/lab/0254
Economic Development Program
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4. .l.
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b.- _
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.ft~ U
XRStJRUICB RBQVX.-IIB1ft'S
(Xnstructiona for completing, executing and submitting Evidence of
Xnsurance to the City of San Bernardino.)
Insured:
(Contractor, Lessee, Permi tte., Borrower, Etc.)
Agreement/Reference Ro.
Date:
A. mSlJUD
1. To expedite completion of the insurance requirements, please
give your insurance agent or broker a copy of the Insurance
Requirements Sheet along with these instructions and en~
dorsement forms.
2. If your agreement requires Workers' Compensation coverage
and you have been authorizecl - by the State of california to
Self-insure Workers' COlllpenaationl then a copy of the-
certificate from the State consenting to self-inaurance will
meet the evidence requirements. '
3. All questions relating to insurance should be directed to
the person or office responsible for your contract, lease,
permitl or other agreement. (See items 9 and 10 below.)
B. XRStJRUICB AG~ OR BROUIt
1. Acceptable Evidence -- The appropriate City Special Endoree-
ments are the preferred form of evidenCe. No modifications
to the form are permitted. Alternatively" certified copies
of the full policy containing additional insured and thirty
(30) day cancellation notice language will be accepted
subject to review by the City Attorney. Certificates,
~erifications, Memoranda of Xnsurance and other non-binding
documents submitted along are not acceptable 'as evidence of
insurance. Binders are acceptable as interill evidence until
policies are available.
2. MUltiple Policies -- More than one (1) insurance policy may
be required to comply with the insurance requirements.
Endorsement forms appropriate. to your insured'S agreement,
contract, lease or permit have been provided.
3. Signature -- Please bave an authorized. representative of the
insurance company unually sign completed endorsement forms.
Signatures must be originals as the City Attorney will not
accept facsiJllile (rubber stamp, photocopy, etc.) or ini-
tialed signatures.
1
- -,,_____ ~..m..__"_ __..._______ ~___". '. ______
o.
c
:0
JJ.
-
!U ~
INSVllAHCB RBgOI~8
"Attacha.nt II Ccnt~.4...
Pag. -2-
o
.....,...
4. Underwriter. -- Th. name and addr... of the in.uranc. company
underwritinq the coverage JIIu.t be not.d on the .ndor.ement
form. In the ca.. of .yndicat.. or .ubscription policie.,
indicate lead und.rwrit.r. or managinq aq.nt and attach a
.ch.dul. of .ubscribers, includinq th.ir percent participa-
tion. .
5. Docum.nt Referenc. -- Include r.f.rence to .ith.r the
specific City aqr.ement (bid, contract, .l.a.., .tc.) or
indicate that all .uch aqr....nt. are cov.r.d.
C. INSVllAHCB RBgOIRBMBIr1'8
1. Coveraq. and Limits -- Th. coveraq.. and limit. for eaCh
type of insurance are .pecifi.d on the in.uranc. r.quirement
she.t. Wh.ncoveraq. i. on a.Chedul.d ba.i., a ..parat.
sh.et may b. attached to the .ndor..ent li.tinq .uCh
sch.dul.d location., vehicl.., .tc., .0 cov.r.d.
2. Exc... In.uranc. --Endor.ement. to excess polici.. will b.
requir.d when .primary in.uranc. i. insuffici.nt to cOJllply
with the requirement..
3. Additional Paqe. -- If th.re i. insufficient .pac. on the
rever.. .ide of th.-form to not. pertin.nt information, such
a. inclusion., exclusion. or .pecific provi.ions, etc.,
attaCh .eparate .heet. and not. this on the .ndor.em.nt
form.
4.
P.r.on to Contact -- Coapl.t.d .ndor....nt., corr..pond.nc.
and qu..tion. r.latinq to the r.quired insuranc. are to be
directed to the followinq repr..entativ..:
T.Chnical As.i.tanc. -- Improperly compl.t.d .ndorsements
will be returned to your. insured for corr.ction.
Delay in .ubmittinq prop.rly comp.leted e.n4or.ement forms may
delay your in.ured'. intended occupancy or operation.
R.newal. -- For exten.ions or renewal. of in.uranc. .policies
WhiCh have the City'. endors_ent form(.) attaChed, we will
acc.pt a renewal endor...ent or a certificate (with an
oriqinal .iqnature) a. evidence of continued coveraqe if it
include. th. .tateJllant that the in.urance prot.ction.
afforded the City of San Bernardino has b.en ren.wed und.r
the .ame term. and conditions as previously approved.
5.
6.
7.
2
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.IlfSURAlfCB UQVIUJCR'.'S
Attachment II cont.\-le4...
Page -3-
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DHB
AGUBHE1fT/UJ'BUlfCB 1ftJJUIBR
.
DAB
The fOllowing coverages noted with an .X. are required with the
Combined Single Limit. (CSL) a. noted on the right. Unle.. written
exception i. allowed by Risk Mana9lllent. All coverages must add the
City as additional insured.
Worker's Compensation
Employers Liability
( )
( ) Extended Coverage
( ) Vandali.m imd Malic;:ious Jlisc:hief
( ) Busine.s Interruption (90 days minimun)
( ) Crime (inside and outside)
() Sprinkler Leakage
( ) Other
3
Limit.
statutory
t 100..000
ai.ODO.ODO
$
81.000..000
90t valuA or
buildina
(Contents at
loot of
value) .
$
(All fixed
costs plus
payroll)
$
()
o
.,
10
XN8VUl1CB RBgUXltBJIWIII8
Attacbaent II Contflle4...
Page -4-
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Inland Karine:
(total cost of goods. in transit at anyone time)
$
COlDlllents:
flab
0255
4