HomeMy WebLinkAboutR38-Economic Development Agency
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ECONOMIC DEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO
FROM: Colin Strange
Project Manager
SUBJECT: AMAPOLA PLAZA
DATE:
July 5, 2002
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Svnopsis of Previons Commission/Council/Committee Action(s):
On June 6, 2002, the Redevelopment Committee recommended that this item be sent to the Community Development
Commission for approval.
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Recommended Motion(s):
MOTION:
RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION APPROVING AND
AUTHORIZING EXECUTION OF A PROPERTY OWNER REDEVELOPMENT AGREEMENT BY
AND BETWEEN AMAPOLA RICO TACO AND THE REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO.
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Contact Person(s):
Project Area(s)
Gary Van Osdel/Colin Strange
Mount Vernon Corridor
Phone:
Ward(s):
(909) 663-1044
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Supporting Data Attached: 0 Staff Report 0 Resolution(s) 0 Agreement(s)/Contract(s) 0 Map(s) 0 Reports
FUNDING REQUIREMENTS Amount: $ 75,000
Source:
Mount Vernon Bond Proceeds
SIGNATURE:
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Colin Strange
Project Manager
.___________n_____________.______~_..._________________n._____________________________________________________-------------------------------------------.-----------
Commission/Council Notes:
G.IX:.(Z (5J2:-::>.S
MP:sj:7-15-02 Amapola Rico Taco
COMMISSION MEETING AGENDA
Meeting Date: 07/15/02
Agenda Item Number: f( 3 ~
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ECONOMIC DEVELOPMENT AGENCY
STAFF REPORT
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Amaoola Plaza
BACKGROUND:
Amapola Rico Taco ("Amapola") is a local chain of Mexican restaurants that has been in
business in the City of San Bernardino since 1975. The company has three restaurant locations
that employ 55 employees and generate $216,000 of sales taxes per year, which equates to
approximately $30,000 per year for the City. Amapola is currently in the process of expanding
its food operations at 1279 West Baseline, which is located within the Mt. Vernon Corridor
Project Area.
CURRENT ISSUE:
Amapola has acquired three blighted properties on a highly visible comer adjacent to their
current location at 1279 West Baseline, on the southeast comer of Mt. Vernon Avenue and
Baseline. The proposed development includes the construction of a new 2-story, 5,485 square
foot multi-tenant retail center in a Spanish colonial architectural style with pure ivory stucco
surface and low-pitched tile roof. The new building will house the corporate headquarters for
Amapola with a commissary kitchen that will serve the existing three locations as well as future
planned restaurants. In addition, the facility will be used as a training center for its employees,
provides the restaurant's capability to expand its catering services, and makes two retail spaces
available for lease. The development will include on-site improvements such as new paved
parking, concrete hardscape, and almost 16,000 square feet of landscaped area with a minimum
of twenty IS-gallon trees.
This development will provide a much-needed facility to expand Amapola's current food
operations and creates employment opportunities for 12 tol5 new employees from the local area.
In addition, the project will generate additional revenues for the City, eliminate a blighted highly
visible comer, and may spark future development in the Mt. Vernon Corridor Project Area.
The company is seeking financial assistance from the Agency to support it's new jobs expansion
plans which will be implemented for the site as part of the overall redevelopment of this blighted
location. The following table illustrates the financial commitment from Amapola in the
development of 1279 West Baseline.
. Acquisition of all three properties (already acquired)
(APN 0139-071-1,25,26, & 28)
. Estimated equipment costs
. Preliminary estimate for construction
Total Estimated Value of Project
$133,000 +
$200,000 +
$625.000 +
$958,000
MP:sj:7-15-02 Amapola Rico Taco
COMMISSION MEETING AGENDA
Meeting Date: 07/15/02
Agenda Item Number: R 3 R
The following table illustrates the benefits for the Agency from this project.
Tax Increment:
. Increase in property valuation from $50,000 to $758,000
. I % tax increment
. Less 20% housing set-aside
. Net set-aside
. 28 years life remaining on Mt. Vernon Project Area
Total income to Agency over life of project
$708,000
$ 7,080
- ($ 1,416)
$ 5,664
x 28
$158,592
New Jobs Creation: 12 - 15 New jobs created and maintained at the site: Estimated new job
payroll over the four years between $700,000.00 and $1.25 million
ENVIRONMENTAL IMPACT:
The proposed activity is exempt under CEQA, Section 15332.
FISCAL IMPACT:
Funds for this project are currently available from the Mt. Vernon bonds.
RECOMMENDATIONS:
munity Development Commission 'adopt the attached Resolution.
MP:sj:7-1S-02 Amapola Rico Taco
COMMISSION MEETING AGENDA
Meeting Date: 07/15/02
Agenda Item Number: ~ j d?'
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.~(Q)~V
RESOLUTION NO:
A RESOLUTIOl'i OF THE COMMUNITY DEVELOPMEl'iT COMi\IISSIO:\ OF
THE CITY OF SAN BERNARDINO APPROVING A NEW JOBS
REDEVELOPMENT GRANT AGREEMENT BY AND BETWEEN THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND
ROSINA GALLARDO, DBA AMAPOLA RICO TACO AND AUTHORIZING THE
EXECUTION OF THE GRANT AGREEMENT BY THE EXECUTIVE DIRECTOR
ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN
BERNARDINO
WHEREAS, Rosina Gallardo, a sole trader doing business as Amapola Rico Taco,
(collectively, with any related entity, the "Grantee") is the owner of certain property, (the "Property")
and the operation of a multi-location restaurant business, which is headquartered in the
redevelopment project area described in the Redevelopment Plan for the Mount Vernon Corridor
Redevelopment Project (the "Redevelopment Plan"); and
WHEREAS, the Grantee has requested a new jobs redevelopment grant from the
Redevelopment Agency of the City of San Bernardino (the "Agency") in connection with the
expansion of the restaurant business operations conducted by the Grantee on the Property adjacent to
an existing restaurant owned and operated by the Grantee at 1167 Mount V ernon Avenue in the City
of San Bernardino (the "Economic Development Project"); and
WHEREAS, the Economic Development Project is consistent with the goals of the
Redevelopment Plan; and
WHEREAS, the Economic Development Project will result in the elimination of blight
conditions on the property owned by the Grantee and the creation of 15 New Jobs and the operation
of a new central kitchen, packaging, distribution and warehouse and regional headquarters office for
the Grantee's business; and
WHEREAS, the Economic Development Project will assist the Agency in accomplishing its
goal to reduce blight in the redevelopment project area described in the Redevelopment Plan, and
creating new jobs for persons and households of low and moderate income, pursuant to the
Community Redevelopment Law; and
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WHEREAS, Agency staff has prepared a 2002 Redevelopment New Jobs Grant Agreement
(Amapola Rico Taco) (the "Grant Agreement").
NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY
OF SAN BERNARDINO DO HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:
Section 1.
The above recitals are true and correct.
Section 2. Pursuant to CEQA Regulations Section 15096, the Community Development
Commission, as the governing board of the Agency, finds that a responsible agency under CEQA for
the purpose of considering the potential impact on the environment associated with the redevelopment
assistance provided to the Grantee under the terms of the Grant Agreement, and that no further
environmental review of the Economic Development Project or the Grant Agreement by the
Commission is necessary at this time in connection with its consideration of the approval of the Grant
Agreement. The City of San Bernardino has, by separate action, previously approved improvement of
the physical elements on the Property of the Economic Development Project, subject to a number of
conditions and development impact mitigation measures, and the Grantee shall be responsible for
complying with those conditions and measures. A copy of the Section 15332, 2002 CEQA
determination of the Design Review Committee of the City of San Bernardino is on file with the
Agency Secretary.
Section 3. The Community Development Commission hereby approves the Grant Agreement,
which is attached to this Resolution as Exhibit "A". The Community Development Commission
hereby authorizes and directs the Executive Director to execute the Grant Agreement on behalf of the
Agency. The Executive Director of the Agency is further authorized in consultation with legal
counsel, to make minor corrections, additions, and clarifications to the Grant Agreement prior to its
execution, provided said changes are not substantive in nature, and do not increase the monetary
impact to the Agency under the terms of the Agreement as hereby approved.
Section 4. Subject to the satisfaction by the Grantee of the conditions set forth in the Grant
Agreement, the obligation of the Agency to make the grant debts to the Grantee under the terms of the
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Grant Agreement from the special source of funds described in the Grant Agreement shall be an
"indebtedness of the Agency", as this term is defined in Health and Safety Code Section 33675. The
Executive Director is hereby directed to cause the Statement of Indebtedness for the Mount Vernon
Corridor Redevelopment Project to include the indebtedness of the Agency to the Granteee, as
evidenced by the Grant Agreement to be filed with the Auditor-Controller of San Bernardino County
in the manner authorized by law.
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A RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF
THE CITY OF SAN BERNARDINO APPROVING A NEW JOBS
REDEVELOPMENT GRANT AGREEMENT BY AND BETWEEN THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND
ROSINA GALLARDO, DBA AMAPOLA RICO TACO AND AUTHORIZING THE
EXECUTION OF THE GRANT AGREEMENT BY THE EXECUTIVE DIRECTOR
ON BEHALF OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN
BERNARDINO
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This Resolution shall become effective immediately upon its adoption.
I HEREBY CERTIFY that the foregoing resolution was duly adopted by Community
Development Commission of the City of San Bernardino at a
meeting
, 2002 by the following vote,
thereof, held on
day of
to wit:
COMMISSION MEMBERS: A YES
ESTRADA
LIEN
MCGINNIS
DERRY
SUAREZ
ANDERSON
MC CAMMACK
NAYS
ABSENT
ABSTAIN
Secretary
The foregoing resolution is hereby approved this
,2002.
day of
25
Judith Valles, Chairperson
Community Development Commission
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Approved as 0 form and Legal Content:
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By:
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EXHIBIT "A"
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2002 NEW JOBS REDEVELOPMENT GRANT AGREEMENT
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REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
2002
PROPERTY OWNER NEW JOBS REDEVELOP;\IENT
GRANT AGREEMENT
(AMAPOLA RICO TACO RESTAURANTS)
THIS 2002 PROPERTY OWNER NEW JOBS REDEVELOPMENT GRANT
AGREEMENT (the "Grant Agreement") is dated as of July _, 2002, by and between Rosina
Gallardo, et aI., doing business as Amapola Rico Taco Restaurants (the "Grantee") and the
Redevelopment Agency of the City of San Bernardino, a body corporate and politic (the "Agency")
and the Agreement is entered into with respect to the following facts:
RECITALS
The Grantee owns the land and improvements situated at 1167, 1181 & 1197 Mt. Vernon
A venue, San Bernardino, California (the "Property"). The Property is located in the redevelopment
project area described in the Redevelopment Plan for the Mount Vernon Corridor Redevelopment
Project (the "Redevelopment Plan"). The general location of the Property is shown on a vicinity
map and legal description attached hereto as Exhibit "A" and is incorporated herein by this
reference;
The Grantee has represented to the Agency that upon completion of the Economic
Development Project described below, the Grantee shall use its best efforts to add or create at least
fifteen (15) new full-time food processing and restaurant management service jobs or positions (the
"New Jobs") at the Property (in addition to the total number of persons employed by the business
entities related to the Grantee, including the existing restaurant business locations at: 1279 West
Baseline & 596 North Mt. Vernon A venue, as of June 30, 2002) within three (3) years following the
date of completion of the Economic Development Project at compensation levels of at least Ten
Dollars ($10.00) per hour for the New Jobs, and that those New Jobs will continue in existence on
the Property until the fifth (5'h) anniversary following the date of completion of the Economic
Development Project;
The Grantee for itself and its successors and assigns, and the Agency for itself and its
successors and assigns, have entered into this Grant Agreement in order to implement the
Redevelopment Plan and for the benefit of the redevelopment project area of the Mount Vernon
Corridor Redevelopment Project and persons and households who reside in the redevelopment
project area and surrounding neighborhood in the community as authorized under the Community
Redevelopment Law.
NOW THEREFORE IN CONSIDERATION OF THE MUTUAL PROMISES AND
COVENANTS OF THE PARTIES, THE GRANTEE FOR ITSELF AND ITS SUCCESSORS AND
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ASSIGNS, AND THE AGENCY FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS,
AGREE:
Section 1. Defined Terms. The matters set forth in the Recitals of this Grant Agreement
are true and correct and are material elements to the formation of this Grant Agreement. In addition
to the definitions of certain terms set forth in the Recitals of the Grant Agreement other words and
phrases represented below are used in this Grant Agreement as defined terms:
the words "Economic Development Project" as used in this Grant Agreement, mean
and refer to the rehabilitation, improvement, and economic revitalization of the
Property to be undertaken by the Grantee as necessary or appropriate to
accommodate the operation on the Property of the central kitchen and prepared food
product distribution, processing, packaging, warehousing and business administration
office facilities. The Economic Development Project includes the installation of an
approximately 5,485 square foot central kitchen and business administration center
on the Property in support of the operation ofthe Grantee's restaurant businesses in
the City and elsewhere in surrounding communities. A detailed description of the
functional elements of the Economic Development Project (the "Scope of Economic
Development") is attached as Exhibit "B;" and
the words "Agency Grant" mean and refer to the New Jobs creation grant in the
amount of Seventy Five Thousand Dollars ($75,000) which the Agency shall
disburse to the Grantee in installments as set forth herein.
the words "Grantee New Jobs Performance Guaranty" means and refers to the
financial guaranty of the Grantee in favor of the Agency which provides for
assurance that the Grantee shall exercise its best efforts to cause to be credited and
thereafter maintained the New Jobs as provided in this Grant Agreement. The form
of the Grantee New Jobs Performance Guaranty is attached to this Grant Agreement
as Exhibit "D".
the words "New Jobs" refer to an aggregate number of not less than fifteen (15) new
employment positions to be created on the Property upon the completion of the
Economic Development Project and thereafter maintained for a period of time set
forth in Section 5 of this Grant Agreement.
the words "New Job" refer to the hourly wage employment position work description
of each of the employees whose work position at the Property is eligible to be
included among the New Jobs for the purpose of satisfying the New Jobs covenant of
the Grantee set forth in Section 5 of this Grant Agreement. An employee is eligible
to be included as holding a New Job provided that each of the following conditions
are satisfied:
582002,20214.1
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(ii)
(iii)
(iv)
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the employee is paid an hourly wage of at least Ten Dollars ($10.00) per
hour;
the employee is assigned to work (or is eligible to work) at least One
Thousand Seven Hundred (1,700) hours per year;
the employee is based at the Property;
the employee initially begins to work as an employee of the Grantee on
the Property on or after July 1, 2002; and
(v) the total number of other hourly employees of the Grantee employed in
San Bernardino on each July 1 of the term set forth in Section 5
(excluding employees who hold New Jobs on each July 1), is not less
than 55.
Section 2. Effective Date of Grant Agreement. This Grant Agreement shall take effect
following its approval by the Agency and execution by the parties. The Agency shall make an initial
disbursement of the Agency Grant the sum set forth in Section 4(a)(i) when each of the following
conditions have been satisfied:
(i)
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(ii)
the Executive Director has received the various documents called for in
this Grant Agreement;
the Executive Director has received and is reasonably satisfied with the
financial accounting information and evidence of Grantee funds availability
to undertake the Economic Development Project as provided by the
Grantee to the Executive Director, and the approval of such financial
accounting information shall not be unreasonably delayed, conditioned or
withheld.
Section 3. The Economic Development Project Is Consistent With The
Redevelopment Plan.
The Agency finds and determines that the improvement of the Economic Development
Project described in the Scope of Development, and thereafter, the operation of a central kitchen and
restaurant business, packaging, warehousing distribution and administration restaurant business
services facility on the Property for use and operation by the Grantee is consistent with the
Redevelopment Plan.
Section 4.
Covenant of the Agency to Pay the Agency Grant to the Grantee.
(a) Subject to the terms and conditions of this Grant Agreement the Agency
hereby agrees to disbursement to the Grantee the sum of Seventy Five Thousand Dollars ($75,000)
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as set forth herein as a grant to the Grantee upon the covenant of the Grantee to create and thereafter
maintain the New Jobs on the Property as set forth in Section 5 of this Grant Agreement. The sole
source of funds available to pay the Agency Grant to the Grantee shall be derived from bond funds of
the Agency available for such purposes and from no other source of funds of the City or the Agency.
The Agency Grant shall be disbursed by the Agency to the Grantee in two (2) installments:
(i) installment number I in the amount of$50,000 shall be disbursed to the
Grantee as provided in Section 4(b); and
(ii) installment number 2 in the amount of $25,000 shall be disbursed to the
Grantee as provided in Section 4( c).
(b) The payment of the sum to the Grantee set forth in Section 4(a)(i), and the
recordation of the Notice of Memorandum of Agreement shall be coordinated by an escrow holder
who is mutually acceptable to the parties. The Agency shall pay for the reasonable costs of the
escrow holder to perform the indicated services set forth in Section 4. The escrow holder shall
deliver the sum of Fifty Thousand Dollars ($50,000.00) as set forth in Section 4(a)(i) to the order and
instruction of the Grantee upon confirmation by the Executive Director of the following:
(i) the Grantee has delivered an original executed copy in executable form
of the Notice of Memorandum of Agreement;
(ii)
the Grantee has caused the Grantee New Jobs Performance Guaranty to
be delivered to the Agency;
(iii) the escrow holder has received in cash from the Agency, the sum of
$50,000.00;
(iv) the parties have each delivered to the escrow holder such supplemental
written directions or payment instructions as consistent with this Grant
Agreement;
(v) the Grantee is not otherwise in default under this Grant Agreement.
(c) The payment by the Agency of the second installment of the Agency Grant
as provided in Section 4(a)(ii) shall be made by the Agency to the Grantee within thirty (30) days
following receipt by the Agency of a written invoice of the Grantee which certifies as follows:
(i) the Grantee has completed the installation of the Economic Development
Project on the Property as evidenced by the issuance of a certificate of
occupancy by the City of San Bernardino;
(ii)
the Grantee has created at least three (3) New Jobs on the Property as part
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ofthe Economic Development Project;
The Agency shall be under no obligation to disburse the second installment of the Agency
Grant to the Grantee in the event that the Grantee may fail to deliver its written certification to the
Executive Director under this Section 4( c) by a date not later than December 31, 2003.
Section 5.
Covenant of the Grantee to Maintain New Jobs on the Property.
(a) Subject to the terms ofthis Grant Agreement, the Grantee hereby covenants
and agrees to create and thereafter maintain the New Jobs on the Property as follows:
(i) within twelve (12) months, following completion of the Economic
Development Project at least an aggregate of six (6) New Job positions
shall be created on the Property; and
(ii) within twenty four (24) months following the completion of the Economic
Development Project an aggregate of at least an aggregate of nine (9) New
Job positions shall be created on the Property; and
(iii)
within thirty six (36) months following the completion of the Economic
Development Project an aggregate of at least fifteen an aggregate of (15)
New Job positions shall be created on the Property; and
(iv)
on each of the fourth (4th) and fifth (5th) anniversary dates following the
completion of the Economic Development Project there shall be a total of
at least fifteen (15) New Job positions on the Property.
(b) Within sixty (60) days following the anniversary date of the completion of
the Economic Development Project and thereafter on each of the next four (4) following anniversary
dates, the Grantee shall file a written verification with the Executive Director in which the Grantee
reports its compliance the New Jobs creation and/or maintenance covenant set forth in Section 5(a).
Such report shall include a certification that each employee who is claimed by the Grantee as holding
a New Job position during the preceding year shall include appropriately detailed payroll accounting
information relating to the total hourly wage compensation amounts paid to such persons, the total
number of hours worked by such persons and the total number of persons who were recruited, hired
or released from employment for a New Job position. Such annual report need not identify any
employee by name or by specific job description nor by new hire date, and the payroll accounting
information may aggregate the hours worked and wages paid to all persons claimed by the Grantee
to hold New Jobs on the Property.
(c) In the event that on either of the dates set forth in Section 5(a)(iv) the
verification of the Grantee indicates that there are fewer than Fifteen (15) New Jobs on the Property
during the preceding year, then in such event the Grantee shall reimburse the Agency the following
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sum:
$2,500.00 for each New lob position less than a total of Fifteen (15) new lobs on the
Property as of such anniversary date.
The Grantee shall reimburse the Agency any such sum as may be payable pursuant to
this Section 5( c) within thirty (30) days of demand by the Agency.
(d) The Grantee agrees to allow the Agency or its agents upon prior notice at
reasonable times to inspect the payroll accounting records on which the Grantee relies for the
verification of the New lobs provided to the Agency in each annual report. The Agency shall
reimburse the Grantee the reasonable hourly cost of making a payroll clerk or accountant under the
direction or control of the Grantee available to assist the Agency in inspecting such payroll
accounting records.
Section 6. Covenant Against Unlawful Discrimination. The terms and provisions of
Health and Safety Code Section 33436 which prohibit various types of unlawful discrimination are
hereby incorporated into this Grant Agreement by this reference.
Section 7. Maintenance Condition of the Property. Subject to the satisfaction of the
conditions of Section 2, the Grantee for itself, its successors and assigns hereby covenants and agrees
that:
(a) The areas of the Property which are subject to public view (including all
existing improvements, paving, walkways, landscaping, exterior signage and ornamentation) shall be
maintained in good repair and a neat, clean and orderly condition, ordinary wear and tear excepted.
In the event that at any time within twenty (20) years following the date of approval of this Grant
Agreement by motion or resolution of the Agency, as applicable, there is an occurrence ofan adverse
condition on any area ofthe Property which is subject to public view in contravention of the general
maintenance standard described above, (a "Maintenance Deficiency") then the Agency shall notify
the Grantee in writing of the Maintenance Deficiency and give the Grantee thirty (30) days from
receipt of such notice to cure the Maintenance Deficiency as identified in the notice. In the event the
Grantee fails to cure or commence to cure the Maintenance Deficiency within the time allowed, the
Agency may conduct a public hearing following transmittal of written notice thereof to the Grantee
ten (10) days prior to the scheduled date of such public hearing in order to verify whether a
Maintenance Deficiency exists and whether the Grantee has failed to comply with the provision of
this Section 7(a). If upon the conclusion of a public hearing, the Agency makes a finding that a
Maintenance Deficiency exists and that there appears to be non-compliance with the general
maintenance standard, described above, thereafter the Agency shall have the right to enter the
Property and perform all acts necessary to cure the Maintenance Deficiency, or to take other action at
law or equity the Agency may then have to accomplish the abatement of the Maintenance
Deficiency. Any sum expended by the Agency for the abatement of a Maintenance Deficiency on
the Property authorized by this Section 7(a) shall become a lien on the Property. If the amount of the
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lien is not paid within thirty (30) days after written demand for payment by the Agency to the
Grantee, the Agency shall have the right to enforce the lien in the manner as provided in Section
7(c).
(b) Graffiti as this term is defined in Government Code Section 38772, which
has been applied to any exterior surface of a structure or improvement on the Property which is
visible from any public right-of-way adjacent or contiguous to the Property, shall be removed by the
Grantee by either painting over the evidence of such vandalism with a paint which has been color-
matched to the surface on which the paint is applied, or graffiti may be removed with solvents,
detergents or water as appropriate. In the event that such graffiti may become visible from an
adjacent or contiguous public right-of-way but is not removed within 72 hours following the time of
such application, the Agency shall have the right to enter .the Property and remove the graffiti
without notice to the Grantee. Any sum expended by the Agency for the removal of such graffiti
from the Property authorized by this Section 7(b) in an amount not to exceed $250.00 per entry by
the Agency, shall become a lien on the Property. If the amount of the lien is not paid within thirty
(30) days after \\Titten demand for payment by the Agency to the Grantee, the Agency shall have the
right to enforce its lien in the manner as provided in Section 7( c).
(c) The parties hereto further mutually understand and agree that the rights
conferred upon the Agency under this Section 7 expressly include the power to establish and enforce
a lien or other encumbrance against the Property, or any portion thereof, in the manner provided
under Civil Code Sections 2924, 2924b and 2924c in the as amount reasonably necessary to restore
the Property to the maintenance standard required under Section 7(a) or Section 7(b), including
attorneys fees and costs of the Agency associated with the abatement of the Maintenance Deficiency
or removal of graffiti and the collection of the costs of the Agency in connection with such action.
The provisions of this Section 7, shall be a covenant running with the land for the term as provided
in Section 9 and shall be enforceable by the Agency. Nothing in the foregoing provisions of this
Section 7 shall be deemed to preclude the Grantee from making any alteration, addition, demolition
or other change to any structure or improvement or landscaping on the Property, provided that such
changes comply with applicable zoning and building regulations of the City. The Notice of
Memorandum of Agreement shall contain a reference to the provisions of Section 7 of this Grant
Agreement.
Section 8. Defaults and Breach - General. Failure or delay by either party to perform
any material term or provision of Section 4, Section 5, Section 6, Section 7, Section 11, Section 12
or Section 13 of this Grant Agreement shall constitute a default under this Grant Agreement;
provided however, that if the party who is otherwise claimed to be in default by the other party under
Section 4, Section 5, Section 6, Section 7, Section 12 or Section 13 of this Grant Agreement
commences to cure, correct or remedy the alleged default within thirty (30) calendar days after
receipt of written notice specifYing such default and shall diligently complete such cure, correction
or remedy, such party shall not be deemed to be in default hereunder.
The party which may claim that a default has occurred shall give written notice of default to
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the party in default, specifying the alleged default. Delay in giving such notice shall not constitute a
waiver of any default nor shall it change the time of default; provided, however, the injured party
shall have no right to exercise any remedy for a default hereunder without delivering the written
default notice as specified herein.
Any failure to delay by a party in asserting any of its rights and remedies as to any default
shall not operate as a waiver of any default or of any rights or remedies associated with a default.
Except with respect to rights and remedies expressly declared to be exclusive in this Grant
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of
one or more of such rights or remedies shall not preclude the exercise by it, at the same or different
times, of any other rights or remedies for the same default or any other default by the other party.
In the event that a default of either party may remain uncured for more than thirty (30)
calendar days following written notice, as provided above, a "breach" shall be deemed to have
occurred. In the event of a breach, the party who is not in default shall be entitled to seek any
appropriate remedy or damages by initiating legal proceedings.
Section 9. Covenants Running With the Land. The provisions of this Grant Agreement
shall to be covenants which run with the land and the Property for a term of twenty (20) years from
the date of approval of this Grant Agreement by motion or resolution of the Agency, as applicable;
provided however, that upon satisfaction of the conditions of Section 5 of this Grant Agreement,
only the provisions of Section 3, Section 6 and Section 7 shall bind the successors and assigns of the
Agency and the successors and assigns of the interests of the Grantee in the Property. This Grant
Agreement is expressly declared by the parties to be for the benefit of the Property and the
redevelopment project area of the Mount Vernon Corridor Redevelopment Project.
Section 10.
Termination of Grant Agreement.
(a) The Grantee may terminate this Grant Agreement at its discretion for any
reason before the close of the escrow set forth in Section 4 by serving written notice of termination
of the Grant Agreement to the Agency which specifically refers to this Section lO(a) of the
Agreement. Upon receipt by the Agency of such written notice of termination, the parties shall be
mutually released from any further obligation which arises under this Grant Agreement.
(b) The Agency may terminate this Grant Agreement at its discretion upon
. serving written notice of termination of the Agreement to the Grantee which specifically refers
to this Section 10(b) of the Agreement, in the event that the Economic Development Project has
not been commenced for any reason or the escrow set forth in Section 4 has not closed within
one (1) year following the approval of this Grant Agreement by the Agency. Upon receipt by the
Grantee of such written notice of termination, the Grantee shall return to the Agency any sum as
disbursed to the Grantee under Section 4(b), and upon receipt by the Agency of such sum, the
parties shall be mutually released from any further obligation which arises under this Grant
Agreement.
582002:20214.1
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Section 11. Representations and Warranties of the Grantee. The Grantee hereby makes
the following representations and warranties to the Agency and the Grantee acknowledges that the
execution of this Grant Agreement by the Agency has been made in material reliance by the Agency
on such representations and warranties:
(I) to the actual and current knowledge of the Grantee, the Grantee is a duly
organized and existing California sole trader. The Grantee has the legal right,
power and authority to enter into this Grant Agreement, and the instruments
and documents referenced herein and the Grantee has taken all requisite
action and obtained all requisite consents in connection with entering into this
Grant Agreement;
(2) to the actual and current knowledge of the Grantee, this Grant Agreement is
duly executed by the Grantee and shall be enforceable in accordance with its
terms;
(3)
to the actual current knowledge of the Grantee, neither the execution of this
Grant Agreement nor the consummation of the transactions contemplated
hereby shall result in a breach of or constitute a default under any other
agreement, document, instrument or other obligation to which the Grantee is
a party, or under law, statute, ordinance, rule, governmental regulation or any
writ, injunction, order or decree of any court or governmental body
applicable to the Grantee or to the Property;
(4) to the actual current knowledge of the Grantee, the Grantee owns the fee title
interest in the Property, subject only to the matters of record disclosed to the
Agency in the preliminary title report as delivered by the Grantee to the
Agency concurrently with the Grantee's execution of this Grant Agreement;
(5) to the actual and current knowledge of the Grantee, the Grantee has the funds
available to it, when combined with the initial disbursement of the Agency
Grant, to undertake the Economic Development Project and to create the New
Jobs on the Property.
(6) the Grantee shall use good faith efforts to him residents of the City of San
Bernardino for available job openings and for the creation of New Jobs on the
Property. Such good faith efforts representation and warranty of the Grantee
shall remain in effect during the term of the New Jobs covenant under
Section 5 of this Grant Agreement. The Grantee shall consult with the
Agency from time-to-time upon the reasonable request of the Agency to
formulate a reasonably acceptable program for implementing the forgoing
representation of the Grantee to use good faith efforts to hire residents of the
5B2002:20214.1
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(7) City; provided however, that nothing in this paragraph (6) is intended to require
the Grantee to implement any New Job recruitment program or engage in any
pattern or practice of New Job recruitment or hiring which would violate
applicable law;
(7) the Grantee shall carry out the construction of all improvements on the
Property as part ofthe Economic Development Project in conformity with all
applicable laws, including all applicable state labor standards, wage and
hourly working requirements and worker's compensation disability insurance
coverage requirements;
(8) the Grantee shall at its own expense secure or shall cause to be secured, any
and all permits that may be required by the City or any other governmental
entity having jurisdiction over the improvement or operation of the Economic
Development Project.
Section 12. Grantee Indemnity. The Grantee agrees to indemnifY and hold the Agency,
the City and their elected officials, officers, boards, commissions, attorneys, employees and agents
of each of them, harmless from and against all damages, judgments, costs, expenses and attorney's
fees arising from or related to any act or omission of the Grantee in performing its obligations
hereunder. The Agency shall give the Grantee written notice of the occurrence of a claim, litigation
or other matters for which the Agency or the City may seek indemnity under this Section as
promptly as practicable following the Agency's knowledge of the occurrence of such matter, and the
City and the Agency shall reasonably cooperate with the Grantee in the defense of any such claim or
matter and shall not take any action that would adversely affect the Grantee's defense of such matter.
Section 13. Grantee Insurance. The Grantee shall furnish, or shall cause to be furnished,
to the Agency duplicate originals or appropriate certificates of comprehensive general liability
insurance in the amount of One Million Dollars ($1,000,000.00) combined single limit, naming the
Agency and the City of San Bernardino as an additional insured. Such insurance shall cover
comprehensive general liability including, but not limited to, contractual liability; acts of
subcontractors; premises-operations; explosion, collapse and underground hazards, if applicable;
broad form property damage, and personal injury including libel, slander and false arrest. In
addition, the Grantee shall provide to the Agency adequate proof of worker's compensation
insurance coverage for its employees. Any and all insurance policies required hereunder shall be
obtained from insurance companies admitted in the State of California and rated at least B+; (viii) in
Best's Insurance Guide, current edition. All such insurance policies shall provide that they may not
be canceled unless the Agency receives written notice of cancellation at least thirty (30) calendar
days prior to the effective date of cancellation. Any and all insurance obtained by the Grantee
hereunder shall be primary to any and all insurance which the Agency may otherwise carry,
including self insurance, which for all purposes ofthis Grant Agreement shall be separate and apart
from the requirements of this Grant Agreement. Any and all insurance required hereunder shall be
maintained and kept in force until end of the term of the New Jobs covenant as set forth in Section 5
SB2002: 20214.1
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of this Grant Agreement.
Section 14. Notice of Memorandum of Agreement. The parties hereby agree and declare
that the successors and assigns of each shall be bound by the terms of this Grant Agreement. The
parties shall execute and the Agency shall cause to be recorded a Notice of Memorandum of this
Grant Agreement substantially in the form as attached hereto as Exhibit "C" and incorporated herein
by this reference.
Section 15. Attorneys' Fees. If either party hereto files any action or brings any action or
proceeding against the other arising out of this Grant Agreement, then the prevailing party shall be
entitled to recover as an element of its costs of suit and not as damages, its reasonable attorneys' fees
as fixed by the Court in such action or proceeding or in a separate action or proceeding brought to
recover such attorney's fees. As used herein, the words "attorneys' fee" in the case of the Agency,
means and includes the salary and/or hourly rates, fees, costs and expenses, allocated on an hourly
basis, of the attorneys employed by the Office of City Attorney of the City of San Bernardino in
connection with any matter arising under this Grant Agreement.
Section 16. Headings and Attachments. The headings of each section of this Grant
Agreement are provided for purposes of reference and convenience only and do not have any
meaning which is independent of the text of the section of the Agreement to which they may
generally correspond. The following list of attached documents are part of this Grant Agreement:
Exhibit "A"
Vicinity Map and Legal Description of the Property
Exhibit "B"
Scope of Development
Exhibit "C"
Notice of Memorandum of Grant Agreement
Exhibit "0"
Grantee New Jobs Performance Guaranty
582002:20214.1
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THIS 2002 PROPERTY OWNER NEW JOBS REDEVELOPMENT GRANT
AGREEMENT is dated as of July _, 2002, and this Grant Agreement shall have no force nor
effect unless it has been approved by the governing body of the Agency and fully executed by
the parties. This Grant Agreement may be executed in counterparts on behalf of the parties by
their authorized offices whose signatures appear below.
GRANTEE
Rosina Gallardo, doing business as Amapola Rico
Taco Restaurants
Date:
By:4";f# ~~P"//>
Title: o t....:>n e.-?-
A.
(, -dO ~Od-
By:
Title:
AGENCY
Redevelopment Agency of the
City of San Bernardino
Date:
By:
Executive Director
Approved As To Form
By: ;\.~
.
5B2002: 20214.1
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THIS 2002 PROPERTY OWNER NEW JOBS REDEVELOPMENT GRANT
AGREEMENT is dated as of July _, 2002, and this Grant Agreement shall have no force nor
effect unless it has been approved by the governing body of the Agency and fully executed by
the parties. This Grant Agreement may be executed in counterparts on behalf of the parties by
their authorized offices whose signatures appear below.
GRANTEE
Rosina Gallardo, doing business as Amapola Rico
Taco Restaurants
Date:
BY:~;"d. ~~
Title: OuJ"e.-e
~-dO-Od-
By:
Title:
AGENCY
Redevelopment Agency of the
City of San Bernardino
Date:
By:
Executive Director
Approved As To Form
BY:~~
.
582002:20214.1
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THIS 2002 PROPERTY OWNER NEW JOBS REDEVELOPMENT GRANT
AGREEMENT is dated as of July _, 2002, and this Grant Agreement shall have no force nor
effect unless it has been approved by the governing body of the Agency and fully executed by
the parties. This Grant Agreement may be executed in counterparts on behalf of the parties by
their authorized offices whose signatures appear below.
GRANTEE
Rosina Gallardo, doing business as Amapola Rico
Taco Restaurants
Date:
&-;;;>o-o~
By: ~.:- -~t1 .J.O
Title: O(.,...>~
By:
Title:
AGENCY
Redevelopment Agency of the
City of San Bernardino
Date:
By:
Executive Director
Approved As To Form
By:1~
.
582002:20214.1
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EXHIBIT "A"
Vicinity Map and Legal Description of the Property
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Site Address:
APN:
Lot Number:
Legal Description:
1197 N MOUNT VERNON AVE
0139-071-01
1
HOCKADAY PARK TR NO 2349 LOT 1
Site Address:
APN:
Lot Number:
Legal Description:
1167 N MOUNT VERNON AVE
0139-071-25
25
HOCKADAY PARK TRACT NO 2349 LOT 25
Site Address:
APN:
Lot Number:
Legal Description:
1181 N MOUNT VERNON AVE
0139-071-26
24
TR NO 2349 HOCKADAY PARK LOT 24
Site Address:
APN:
Lot Number:
Legal Description:
1279 W BASE LINE
0139-071-28
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SB2002: 20214.1
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EXHIBIT "B"
Scope of Economic Development Project
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EXHIBIT "B"
SCOPE OF ECONOMIC DEVELOPMENT PROJECT
Amapola has acquired three blighted properties on a highly visible comer adjacent to their
current location at 1279 West Baseline, on the southeast comer of Mt. Vernon Avenue and
Baseline. The proposed developments located at 1167, 1181 and 1197 Mt. Vernon Avenue, San
Bernardino, California includes the construction of a new 2-story, 5,485 square foot multi-tenant
retail center in a Spanish colonial architectural style with pure ivory stucco surface and low-
pitched tile roof. The new building will house the corporate headquarters for Amapola with a
commissary kitchen that will serve the existing three locations as well as future planned
restaurants. In addition, the facility will be used as a training center for its employees, provides
the restaurant's capability to expand its catering services, and makes two retail spaces available
for lease. The development will include on-site improvements such as new paved parking,
concrete hardscape, and almost 16,000 square feet oflandscaped area with a minimum of twenty
IS-gallon trees.
This development will provide a much-needed facility to expand Amapola's current food
operations. The Redevelopment Agency's New Jobs Grant will enable Amapola's to create
additional employment opportunities for 12 tol5 employees over the next five years. In addition,
the project will generate additional revenues for the City, eliminate a blighted highly visible
comer, and may spark future development in the Mt. Vernon Corridor Project Area.
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EXHIBIT "C"
Notice of Memorandum of Grant Agreement
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RECORDING REQUESTED BY
WHEN RECORDED MAIL TO:
Redevelopment Agency of the
City of San Bernardino
201 North "E" Street, Suite 301
San Bernardino, California 92401
(SPACE ABOVE LINE FOR USE BY RECORDER)
REDEVELOPMENT AGENCY OF THE CITY
OF SAN BERNARDINO
NOTICE OF AGREEMENT RELATING TO REAL PROPERTY
TO ALL INTERESTED PERSONS:
PLEASE TAKE NOTICE that as of the date of recordation of this Notice of Agreement
Relating to Real Property, Rosina Gallardo, doing business as Amapola Rico Taco Restaurants (the
"Owner") and the Redevelopment Agency ofthe City of San Bernardino, a body corporate and politic
(the "Agency") have entered into an agreement entitled:
"2002 Property Owner New Jobs Redevelopment Grant Agreement".
This Notice of Agreement Relating to Real Property affects the property located at 1167,
1181 and 1197 Mt. Vernon Avenue, San Bernardino, California, and more particularly described in
the legal description attached hereto as Exhibit "A".
Interested persons may contact the Agency (Attention Executive Director) by telephone at
(909) 663-1044, during regular business hours for additional information relating to the 2002
Property Owner New Jobs Redevelopment Grant Agreement.
S82002,20726.1
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This Notice of Agreement Relating to Real Property has been executed by the parties as set
forth below.
O\\lNER
Rosina Gallardo, doing business as Amapola
Rico Taco Restaurants
AGENCY
Redevelopment Agency of the
City of San Bernardino
Date:
By:
Executive Director
APPROVED AS TO FORM:
Agency Special Counsel
[NOTARY JURATS ATTACHED]
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EXHIBIT "D"
Grantee New Jobs Performance Guaranty
SB2Q02:20214.1
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GUARANTY
Obligor:
Amapola Rico Taco Restaurants
[ADDRESS]
Obligee: Redevelopment Agency of the City
of San Bernardino
201 North "E" Street, Suite 301
San Bernardino, California 9240 I
Guarantor: Rosina Gallardo
[ADDRESS]
PAYMENT GUARANTY. This is a guaranty of payment of the obligation of Amapola Rico Taco
Restaurants (the "Obligor") to reimburse the Redevelopment Agency of the City of San Bernardino,
a public body corporate and politic (the "Agency") certain amounts as set forth herein upon the
failure of the Obligor to create at least fifteen (15) new full-time food processing and restaurant
management service jobs or positions (the "New Jobs") at the property located at 1167, 1181 and
1197 Mt. Vernon Avenue, San Bernardino, California (the "Property") within three (3) years
following the date of completion of the rehabilitation, improvement and economic revitalization of
the Property (the "Economic Development Project") to be undertaken by the Obligor using grant
monies received from the Agency pursuant to a 2002 Property Owner New Jobs Redevelopment
Grant Agreement (Amapola Rico Taco Restaurants) (the "Agreement"). Pursuant to the Agreement,
the Agency is providing to the Obligor a grant in the amount of Seventy Five Thousand Dollars
($75,000) (the "Agency Grant") and the Grantee has covenanted to create the New Jobs and
thereafter maintain the New Jobs on the Property (the "New Jobs Covenant"). The New Jobs
Covenant requires that:
(i) within twelve (12) months following the completion of the Economic
Development Project at least an aggregate of six (6) New Job positions shall
be created on the Property; and
(ii) within twenty four (24) months following the completion of the Economic
Development Project an aggregate of at least an aggregate of nine (9) New
Job positions shall be created on the Property; and
(iii) within thirty six (36) months following the completion of the Economic
Development Proj ect an aggregate of at least fifteen an aggregate of (15)
New Job positions shall be created on the Property; and
(iv) on each of the fourth (4th) and fifth (5th) anniversary dates following the
completion of the Economic Development Project there shall be a total of at
least fifteen (15) New Job positions on the Property.
5B2002:20646.1
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The Agreement provides that in the event that on either of the dates set forth in Section (iv) there are
fewer than fifteen(l5) New Jobs on the Property, then in such event the Obligor shall reimburse the
Agency Two Thousand Five Hundred Dollars ($2,500) for each New Job position less than a total of
fifteen (15) New Jobs on the Property as of such date (the "Reimbursement Obligation").
GUARANTY. For good and valuable consideration, Rosina Gallardo (the "Guarantor")
absolutely and unconditionally guarantees and promises to pay to the Agency or its order, on
demand, in legal tender of the United States of America, the Indebtedness (as that term is
defined below) of the Obligor to the Agency on the terms and conditions set forth in this
Guaranty.
MAXIMUM LIABILITY. The maximum liability ofthe Guarantor under this Guaranty shall not
exceed at anyone time the amount of the Indebtedness described herein. This limitation on liability
is not a restriction on the amount of the Reimbursement Obligation of the Obligor to the Agency
either in the aggregate or at anyone time.
INDEBTEDNESS GUARANTEED. The Indebtedness guaranteed by this Guaranty includes the
Reimbursement Obligation and all collection costs and expenses relating to the Reimbursement
Obligation or to any collateral for the Reimbursement Obligation. Collection costs and expenses
include without limitation all of the Agency's attorneys' fees.
DURATION OF GUARANTY. This Guaranty will take effect when received by the Agency
without the necessity of any acceptance by the Agency, or any notice to Guarantor or to the Obligor,
and will continue in full force until the Reimbursement Obligation shall have been fully and finally
paid and satisfied and all of Guarantor's other obligations under this Guaranty shall have been
performed in full. Release of any other guarantor or termination of any other guaranty of the
Reimbursement Obligation shall not affect the liability of Guarantor under this Guaranty.
OBLIGATIONS OF MARRIED PERSONS. Any married person who signs this Guaranty
hereby expressly agrees that recourse under this Guaranty may be had against both his or her
separate property and community property.
GUARANTOR'S AUTHORIZATION TO AGENCY. Guarantor authorizes the Agency,
without notice or demand and without lessening Guarantor's liability under this Guaranty,
from time to time: (A) to make one or more additional grants and/or secured or unsecured loans to
the Obligor or otherwise to extend additional credit to the Obligor or (B) to alter, compromise,
renew, extend, accelerate, or otherwise change one or more times the time for payment or other
terms of the Reimbursement Obligation or any part of the Reimbursement Obligation, including the
imposition of interest charges on, and any increases and decreases in the rate of interest on, the
Reimbursement Obligation; extensions may be repeated and may be for longer than the original loan
term; (C) to take and hold security for the payment of this Guaranty or the Reimbursement
Obligation, and exchange, enforce, waive, subordinate, fall or decide not to perfect, and release any
such security, with or without the substitution of new collateral; (D) to release, substitute, agree not
to sue, or deal with anyone or more of the Obligor's sureties, endorsers, or other guarantors on any
terms or in any manner the Agency may choose; (E) to determine how, when and what application
S82002:20646.1
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of payments and credits shall be made on the Reimbursement Obligation; (F) to apply such security
and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale
permitted by the terms of the controlling security agreement or deed of trust, as the Agency in its
discretion may determine; (G) to sell, transfer, assign or grant participations in all or any part of the
Reimbursement Obligation; and (H) to assign or transfer this Guaranty in whole or in part.
GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and
warrants to Agency that (A) no representations or agreements or any kind have been made to
Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is
executed at the Obligor's request and not at the request of the Agency; (C) Guarantor has full power,
right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict
with or result in a default under any agreement or other instrument binding upon Guarantor and do
not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E)
Guarantor has not and will not, without the prior written consult of the Agency, sell, lease, assign,
encumber, hypothecate, transfer, or otherwise dispose of all of Guarantor's assets, or any interest
therein; (F) upon the Agency's request, Guarantor will provide to the Agency financial and credit
information in form acceptable to the Agency, and all such financial information which currently has
been, and all future financial information which will be provided to the Agency is and will be true
and correct in all material respects and fairly present Guarantor's financial condition; (H) no
litigation, claim, investigation, administrative proceeding or similar action (including those for
unpaid taxes) against Guarantor is pending or threatened; (I) the Agency has made no representation
to Guarantor as to the creditworthiness of the Obligor; and (j) Guarantor has established adequate
means of obtaining from the Obligor on a continuing basis information regarding the Obligor's
financial condition. Guarantor agrees to keep adequately informed from such means of any facts,
events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and
Guarantor further agrees that, absent a request for information, the Agency shall have no obligation
to disclose to Guarantor any information or documents acquired by Agency in the course of its
relationship with the Agency.
GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any
right to require the Agency to (A) make any presentment, protest, demand, or notice of any kind,
including notice of change or any terms of repayment of the Reimbursement Obligation, default by
the Obligor or any other guarantor or surety, any action or nonaction taken by the Obligor, the
Agency, or any other guarantor or surety of the Obligor, or the creation of new or additional
Reimbursement Obligations; (B) proceed against any person, including the Obligor, before
proceeding against Guarantor; (C) proceed against any collateral for the Reimbursement Obligation,
including the Obligor's collateral, before proceeding against Guarantor; (D) apply any payments or
proceeds received against the Reimbursement Obligation in any order; (E) give notice of the terms,
time, and place of any sale of the collateral pursuant to the Uniform Commercial Code or any other
law governing such sale; (F) disclose any information about the Reimbursement Obligation, the
Obligor, the collateral, or any other guarantee or surety, or about any action or nonaction of the
Agency, or (G) pursue any remedy or course of action in the Agency's power whatsoever.
Guarantor also waives any and all rights or defenses arising by reason of (H) any disability or other
defense of any other guarantor or surety of the Agency or any other person; (I) the cessation from
SB2002:20646.1
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any cause whatsoever, other than payment in full, of the Reimbursement Obligation; (j) the
application of proceeds of the Agency Grant by the Obligor for purposes other than the purposes
understood and intended by Guarantor and the Agency (K) any act of omission or commission by
the Agency which directly results in or contributes to the discharge of the Obligor or any other
guarantor or surety, or the Reimbursement Obligation, or the loss or release of any collateral by
operation oflaw or otherwise; (L) any statute oflimitations in any action under this Guaranty or on
. the Reimbursement Obligation; or (M) any modification or change in terms of the Reimbursement
Obligation, whatsoever, including without limitation, the renewal, extension, acceleration or other
change in the time payment of the Reimbursement Obligation is due and any change in the interest
rate.
Guarantor waives all rights and any defenses arising out of an election of remedies by the Agency
even though the election of remedies, such as a non-judicial foreclosure with respect to security for a
guaranteed obligation, has destroyed Guarantor's rights of subrogation and reimbursement against
the Obligor by operation of Section 580d of the California Code of Civil Procedure or otherwise.
Guarantor waives all rights and defenses that Guarantor may have in the event that and by reason of
the fact that the Obligor's performance obligation under the New Jobs Covenant is secured by real
property. This means among other things: (I) Agency may collect from Guarantor without first
foreclosing on any real or personal property collateral pledged by the Obligor. (2) If the Agency
forecloses on any real property collateral pledged by the Obligor: (a) the amount of the Obligor's
obligation may be reduced only by the price for which the collateral is sold at the foreclosure sale,
even if the collateral is worth more than the sale price and (b) the Agency may collect from
Guarantor even if the Agency, by foreclosing on the real property collateral, has destroyed any right
Guarantor may have to collect from the Obligor. This is an unconditional waiver of any rights and
defenses Guarantor may have in the event that and by reason of the fact that the Obligor's
performance obligation under the Agreement is secured by real property. These rights and defenses
include, but are not limited to, any rights and defenses based upon Section 580a, 580b, 580d, or 726
of the Code of Civil Procedure.
Guarantor understands and agrees that the foregoing waivers are waivers of substantive rights and
defenses to which Guarantor might otherwise be entitled under state and federal law . The rights and
defenses waived include, without limitation, those provided by California laws of suretyship and
guaranty anti-deficiency laws, and the Uniform Commercial Code. Guarantor acknowledges that
Guarantor has provided these waivers of rights and defenses with the intention that they be fully
relied upon by the Agency. Until the entire Reimbursement Obligation is paid in full, Guarantor
waives any right to enforce any remedy the Agency may have against the Obligor or any other
guarantor, surety, or other person and, further, Guarantor waives any right to participate in any
collateral for the Reimbursement Obligation now or hereafter held by the Agency.
GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants
and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its
significance and consequences and that, under the circumstances, the waivers are reasonable and not
contrary to public policy or law. If any such waiver is determined to be contrary to any applicable
SB2002:20646.1
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law or public policy, such waiver shall be effective only to the extent permitted by law or public
policy.
SUBORDINATION TO THE OBLIGOR'S DEBT TO THE AGENCY OF ANY CLAIM OF
GUARANTOR. Guarantor agrees that the indebtedness of the Obligor to the Agency, whether now
existing or hereafter created, shall be superior to any claim that Guarantor may now have or
hereafter acquire against the Obligor, whether or not the Obligor becomes insolvent. Guarantor
hereby expressly subordinates any claim Guarantor may have against the Obligor, upon any account
whatsoever, to any claim that Agency may now or hereafter have against the Obligor. In the event
of insolvency and consequent liquidation of the assets of the Obligor, through bankruptcy, by an
assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of the
Obligor applicable to the payment of the claims of both the Agency and Guarantor shall be paid to
the Agency and shall be first applied by the Agency to the Reimbursement Obligation of the Obligor
to the Agency. Guarantor does hereby assign to the Agency all claims which it may have or acquire
against the Obligor or against any assignee or trustee in bankruptcy of the Obligor; provided
however, that such assignment shall be effective only for the purpose of assuring to the Agency full
payment in legal tender of the Reimbursement Obligation. If the Agency so requests, any notes or
credit agreements now or hereafter evidencing any debts or obligations of the Obligor to Guarantor
shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to the
Agency. Guarantor agrees, and the Agency is hereby authorized, in the name of Guarantor, from
time to time to execute and file financing statements and continuation statements and to execute
such other documents and to take such other actions as the Agency deems necessary or appropriate
to perfect, preserve and enforce its rights under this Guaranty.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this
Guaranty:
Amendments. This Guaranty, together with the Agreement and any Related Documents (as
that term is defined below), constitutes the entire understanding and agreement of the parties
as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty
shall be effective unless given in writing and signed by the party or parties sought to be
charged or bound by the alteration or amendment.
Attorneys' Fees; Expenses. Guarantor agrees to pay upon demand all of the Agency's costs
and expenses, including the Agency's attorneys fees and Agency's legal expenses, incurred
in connection with the enforcement ofthis Guaranty. The Agency may hire or pay someone
else to help enforce this Guaranty, and Guarantor shall pay the costs and expenses of such
enforcement. Costs and expenses include the Agency's attorneys' fees and legal expenses
whether or not there is a lawsuit, including attorneys' fees and legal expenses for bankruptcy
proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals,
and any anticipated post-judgment collection services. Guarantor also shall pay all court
costs and such additional fees as may be directed by the court. As used herein, the word
"attorneys fees" in the case of the Agency, means and includes the salary and/or hourly rates,
fees, costs and expenses allocated on an hourly basis, of the attorneys employed by the
SB2002:20646.\
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Office of the City Attorney of the City of San Bernardino in connection with any matters
arising under this Guaranty.
Caption Headings. Caption headings in this Guaranty are for convenience purposes only
and are not to be used to interpret or define the provisions of this Guaranty.
Governing Law. This Guaranty will be governed by, construed and enforced in
accordance with federal law and the laws ofthe State of California. This Guaranty has
been accepted by the Agency in the State of California.
Choice of Venue. If there is a lawsuit, Guarantor agrees upon the Agency's request to
submit to the jurisdiction of the courts of San Bernardino County, State of California.
Integration. Guarantor further agrees that Guarantor has read and fully understands the
terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor's
attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and
parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby
indemnifies and holds the Agency harmless from all losses, claims, damages, and costs
(including the Agency's attorneys' fees) suffered or incurred by the Agency as a result of any
breach by Guarantor of the warranties, representations and agreements of this paragraph.
Interpretation. The words "Guarantor," "Obligor," and "Agency" include the heirs,
successors, assigns, and transferees of each of them. If a court finds that any provision of
this Guaranty is not valid or should not be enforced, that fact by itself will not mean that the
result of this Guaranty will not be valid or enforced. Therefore, a court will enforce the
result of the provisions of this Guaranty even if a provision of this Guaranty may be found to
be invalid or unenforceable. It is not necessary for the Agency to inquire into the powers of
the Obligor or Guarantor or of the officers, directors, partners, managers, or other agents
acting or purporting to act on behalf of the Obligor or of Guarantor, and any indebtedness
made or created in reliance upon the professed exercise of such powers shall be guaranteed
under this Guaranty.
Notices. Any notice required to be given under this Guaranty shall be given in writing, and
shall be effective when actually delivered, when actually received by telefacsimile (unless
otherwise required by law), when deposited with a nationally recognized overnight courier,
or, if mailed, when deposited in the United States mail, as first class, certified or registered
mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty.
Any party may change its address for notices under this Guaranty by giving written notice to
the other parties, specifying that the purpose of the notice is to change the party's address.
For notice purposes, Guarantor agrees to keep the Agency informed at all times of
Guarantor's current address. Unless otherwise provided or required by law, if there is more
than one Guarantor, any notice given by the Agency to any Guarantor is deemed to be notice
given to all Guarantors.
No Waiver by Lender. The Agency shall not be deemed to have waived any rights under
this Guaranty unless such waiver is given in writing and signed by the Agency. No delay or
S82002:20646.1
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omission on the part of the Agency in exercising any right shall operate as a waiver of such
right or any other right. A waiver by the Agency of a provision of this Guaranty shall not
prejudice or constitute a waiver of the Agency's right otherwise to demand strict compliance
with that provision or any other provision of this Guaranty. No prior waiver by the Agency.
nor any course of dealing between the Agency and Guarantor, shall constitute a waiver of
any of the Agency's rights or of any of Guarantor's obligations as to any future transactions.
Whenever the consent of the Agency is required under this Guaranty, the granting of such
consent by the Agency in any instance shall not constitute continuing consent to subsequent
instances where such consent is required and in all cases such consent may be granted or
withheld in the sole discretion of the Agency.
Successors and Assigns. Subject to any limitations stated in this Guaranty on transfer of
Guarantor's interest, this Guaranty shall be binding upon and inure to the benefit of the
parties, their successors and assigns.
DEFINITIONS. The following capitalized words and terms shall have the following meanings
when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar
amounts shall mean amounts in lawful money of the United States of America. Words and terms
used in the singular shall include the plural, and the plural shall include the singular, as the context
may require. Words and terms not otherwise defined in this Guaranty shall have the meanings
attributed to such terms in the Uniform Commercial Code:
Agency. The word "Agency" means the Redevelopment Agency of the City of San
Bernardino, its successors and assigns.
Agreement. The word "Agreement" means the 2002 Property Owner New Jobs
Redevelopment Grant Agreement dated as of July _, 2002, by and between the Agency and
the Obligor.
Guarantor. The word "Guarantor" means Rosina Gallardo, an individual, and her heirs and
aSSIgns.
Guaranty. The word "Guaranty" means the guaranty from Guarantor to the Agency.
Indebtedness. The word "Indebtedness" means the Reimbursement Obligation and all
collection costs and expenses relating to the Reimbursement Obligation or to any collateral
for the Reimbursement Obligation, as more particularly described in this Guaranty.
Obligor. The word "Obligor" means Amapola Rico Taco Restaurants, a business.
Related Documents. The words "Related Documents" mean all promissory notes, credit
agreements, loan agreements, environmental agreements, guaranties, security agreements,
mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments,
agreements and documents, whether now or hereafter existing, executed in connection with
the Reimbursement Obligation.
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GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS
GUARANTY AND GUARANTOR AGREES TO ITS TERMS. THIS GUARANTY IS
DATED AS OF JULY ,2002.
GUARANTOR:
Rosina Gallardo
[NOTARY JURAT ATTACHED]
582002:20646.1
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** FOR OFFICE USE ONLY - NOT A PUBLIC DOCUMENT **
RESOLUTION AGENDA ITEM TRACKING FORM
Meeting Date (Date Adopted): '}- 1$-0;;L Item #
Vote: Ayes 1-1 Nays~
(('~ Resolution # ~ DC.l;;)(n;) - ;;;S
Abstain r~ Absent J;:..}
Change to motion to amend original documents: -
Reso. # On Attachments: - Contract term: -
Note on Resolution of Attachment stored separately: ~
Direct City Clerk to (circle 1): PUBLISH, POST, RECORD W/COUNTY
NullNoid After:
By:
Date Sent to Mayor: ')- / Co -0 :J-
Date of Mayor's Signature: '1-I,-O?-
Date of ClerklCDC Signature: '1- (l-<:J r
Reso. Log Updated: V
Seal Impressed: -
See Attached: Date Returned: 11( 301 O;;l-
See Attached:
See Attached:
Date Memo/Letter Sent for Signature: Eilf\
60 Day Reminder Letter Sent on 30th day:
90 Day Reminder Letter Sent on 45th day:
Request for Council Action & Staff Report Attached:
Updated Prior Resolutions (Otber Than Below):
Updated CITY Personnel Folders (6413, 6429, 6433,10584,10585,12634):
Updated CDC Personnel Folders (5557):
Updated Traffic Folders (3985, 8234, 655, 92-389):
YesL No By~
Yes No~ By
Yes No L By
Yes No t/ By
Yes NOZ B
Copies Distributed to:
City Attorney
Parks & Rec.
Code Compliance Dev. Services EDA ,/ Finance
Police Public Services Water Others:
MIS
Notes:
BEFORE FILING, REVIEW FORM TO ENSURE ANY NOTATIONS MADE HERE ARE TRANSFERRED TO THE
YEARLY RESOLUTION CHRONOLOGICAL LOG FOR FUTURE REFERENCE (Contract Term, etc.)
Ready to File: (Y11
Date: n/?fJ) 0,9-
,
Revised 0 I 112/0 I