HomeMy WebLinkAboutR03-Economic Development Agency
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DEVELOPMDT DBPU.D'uu"" OF TIlE
crn OF SAlt IlEUAIlDIBO
UODEST 1'01 COMMISSIOIl/C01IlICIL ACTIOIl
From:
ICERRETH J. HENDERSON
Executive Director
Subject: APPROVAL OF A SIIALL lIUSIlIESS
LCWt AIOIl,UI'IIUU; FOR IB'lIKSTAD
WORLD TRAVEL
Date:
July 30, 1991
Synopsis of Previous Comaission/Counci1/Comaittee Action:
On July 25, 1991, the Economic Development Progrem Co_ittee took an
action reco_ending approval to the Mayor and Co_on Council of the
small business loan request submitted by Interstate World Travel.
Recommended Motion:
(Mavor .,,,1 CftIIBtJD Couneil)
llESOLUTION OF THE MAYOR ARD COMMON COUNCIL OF THE CITY OF Sd
UlBARDIIIO AUTHORIZING THE EXECUTION OF A SMALL BUSINESS LOd AGREEMENT
BETWEEN THE CITY OF SAlt BElBARDINO ARD INTERSTATE WORLD TRAVEL.
-p
j....h... strator
UIUUli:Ld J. OB,
b!lcuti"e Dire or
Contact Person(s): Ken Henderson/Doris Daniels Phone:
5081
Project Area(s): Central Citv North Ward(s):
One (D
Supporting Data Attached:
Staff Rf!nort! Resolution: A.arf!ement
FlJRDING REQUIREMENTS:
Amount: * 40.000.00 Source:
EDP Loan Fund
Budget Authority:
IDB
Commission/Council Botes:
KJH:RlI:tnt:0086F
COIMlSSIOB AGDDA
Meeting Date:08/05/91
Agenda Item Bo: -3-.
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DEVELOPIIElIT DBPAR.Ll'IWIJ:
SUIT REPORT
Interstate World Travel
CamD8nV Deserintion
Interstate World Travel is structured as a sole proprietorship owned
and operated by Mr. Joe Baca and his wife Barbara Baca. The company
was founded on January 3, 1989 and has been in operation for two and
one-half (2 1/2) years. The Inland Empire represents the market area
for the company with emphasiS on providing travel services for
individuals, groups and businesses. The company provides ticket
purchases, reservations and travel planning services for commercial
airline carriers and cruise ships. Travel arrangements are made for
both domestic and international trips.
The company's owners bring a considerable background in public services
.to the firm which helps the marketing of its services to the area's
general population and business. The company is advertised through
various means, including printed materials, such as brochures and
fliers, networking and direct distributions. The market for travel
within the Inland Empire is expected to grow considerably in
conjunction with the population and business growth.
.Amotmt JaM PurDose of Loan
The company is seeking a forty thousand ($40,000) dollar loan for the
purpose of financing delays in accounts receivable and for the hiring
of one full time and one part-time employee.
Rate aft" Tent of Loan
The loan is being sought for a period of eight (8) years at an
nine-percent interest (9S) rate. Annual payments of $7,032.10 include
interest and principal amounts.
Collateral
The company is offering building, equipment and furniture/fixtures as
follows for the purpose of securing the loan.
Orh:ina1 Cost
mY
MOrtaaae Balanee
Building
Equipment
Furniture/Fixtures
33,400
10,807
14.180
140,000
9,807
13.499
163,306
95,000
- 0 -
- 0 -
Total
58,387
95,000
KJB:NN:tnt:0086F
COIIMISSIOB AGIBDA
Meeting Date: 08/05/1991
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DEVELOPMERT DEP~ DPOft
IRTEKSTATE WOIlLD TRAVI\.J
July 30, 1991
Page -2-
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(INFORMATION AS CONTAINED IN THE LOAN APPLICATION)
Job Creation
The company will create one (1) full time and one (1) part-time job. This
represents a one-hundred percent (100%) increase in the number of
employees.
Rt!e~...d.tion
The Economic Development Pro&ram Committee (EDPC) has reviewed and
evaluated this request for financial assistance. The Committee has taken
an action recommendina approval of this loan application to the Mayor and
CODDllon Council.
. Staff recommends adoption of the attached Resolution.
~:LIl ~, becutive Director
Deve10pallDt DepartllllDt
KJB:NN:tnt:0086F
COIIUSSIOK AGElOlA
Meetin& Date: 08/05/1991
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2 DSOL1l'lIOIl OF TIlE MAYOR AlID COIIMOII COUllCIL OF TIlE CITY OF SAIl
3 1l1ntW&IIDIlIO A1J'l'IlORIZIIIG AlID DIUCTIlIG TIlE EDClJ'tIOIl OF A SJW.L BUSIlIBSS LOAlI
A~J: BUWAI>l1 TIlE CITY OF SAIl BBRlWIDIIIO AlID IlIDRSDU WORLD nAVEL.
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USOL1l'lIOIl IIlMBER
BE rr RESOLVED BY TIlE MAYOR AlID COIIMOII COUlICIL. OF TIlE CITY OF SAIl
BBRlWIDIlIO AS FOLLOWS:
SBCTIOlI 1.
The Mayor of the City of San Bernardino is hereby authorized to
execute, on behalf of the City of San Bernardino, a loan agreement with
nn'ERS'J'ATB 1oIl'lVT.n 'I'IlAVEL, which loan agreement is attached hereto as Exhibit
"I" and is incorporated herein by reference as though fully set forth at
length. The Agreement provides for the loaning of funds from the Small
Business Loan program in the amount of *40.000.00.
SBCTIOIl 2.
The authorizationa to execute the above referenced Agreement are
rescinded if the parties to the agreement fail to execute same within sixty
(60) days of the passage of this Resolution.
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IIESOLtlTIOR A~IRG MAYOR TO ~CUTE A SMALL GRESS LOAR
AGKI5JIl'U5In: VITII IRTBRStiTB WORLD taAVBL.
I HEREBY CERrIFY that the foregoing resolution was duly adopted by
the Mayor and CODDDon Council of the City of San Bernardino at a Rel!.u1ar
meeting thereof, held on the .f13b day of AUl!.ust, 1991, by the following vote
to wit:
CODIICIL MEMBERS
AID
JAm
ABSTAIR
ABSBRT
ESTRADA
REILLY
MAUDSLEY
MINOR
POPE-LUDLAM
MILLER
City Clerk
The foregoing Resolution is hereby approved this
day of August,
1991.
W. R. HOLCOMB, Mayor
City of San Bernardino
Approved as to form and
legal content:
JAMES F. PENMAN,
City Attorney
By: _~*~~.
1ab:0063E
08/05/1991
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EXHIBIT "1"
CITY 01' 8U BBJUmRDIIIO
COJOlVllITY DBVBLOPIIBII'l' DB1'UTJlBIl'.r
"BOODOmO Develop.eDt 1'1'0;1'''"
(IDB-l'iDaDOed)
BORROWER:
Interstate World Travel
PROJECT TITLE:
Financing Delays in Accounts Receivables
PROJECT ADDRESS: 555 North "D" Street
San Bernardino, California
LOAII IS NtJMBER
~ DEPARTMEN'l' CON'l'RACTS.
OF COMMUNITY DEVELOPMEN'l'
ltJ'H/lab/0256
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0 TULIl 01'
SHlIIZ&I1Z.
(%DB-l'iD&DCe4)
sectioD
Vnwah.r ~i~l. Ba
SB~%OB % PU'lIBS, 'lBIUI8, ooltDITIOBS PJtBCBDBlI'l
UD IBDBPJDmBll'l S'lATUS
S101. Parties to 'the Agreement 2
S102. Representatives of 'the Parties and 2
service of Botices
S103. Term of 'this Agreement 3
Si04. conditions Precedent 3
8105. Independent Contractor status of 3
'the Borrower
SB~IOIt II P1JRPOSB 01' AGUBJIBII'l' UD r.ou, LOU
0 DlUUJ, UD PROJD:SSORY BOD
;,
S201. Purpose of 'the Agreement 4
8202. Purpose of 'the Loan 4
8203. Terms of the Loan 4
8204. Promissory Bote 5
8BCT%0It III UPJtBSDlTAT%OIf8 UD oovUlAlft'S 01'
BORR01IBR, UD DBD1JL'l'
8301. Representations of 'the Borrower 6
8302. Covenants of the Borrower 7
8303. Default 9
8B~IOB IV UPORTS, UooRDS UD AUDITS
S401. Reporting Requirements 10
8402. Maintenance of Records 11
8403. Audits and Inspections 11
0 8404. Validity of .Financial Documentation 12
Submissions
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s.ction
W11W1h.r
8405.
8406.
SBC'lZOI1 V
8501.
8502.
8503.
8504.
8505.
8506.
8507.
8508.
S509.
S510.
8511.
S512.
S513.
8514.
S515.
8516.
8517.
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~ULB 01' COHBftS (Cont...)
(ZDB-l'inanc.4 A9r....nt)
~i'tl.
Ba
Relea.e of Funds from E.crow
Reconveyance Fee
12
~2
GBIlBUL HlUI8 .um COI1DZ~ZOI1S
Zndemnification and Insurance
Requirement.
Prohibition Against Assignment
Limitation of corporate Acts
Amendment. and Waivers
12
14
14
14
14
compliance with Statut.. and
Regulation.
Conflict of Inter..t
15
Political Activity Prohibited
16
Lobbying Prohibited 16
In.tallation of Financial As.i.tance 17
Sign
Pr... Relea.es 17
Discrimination Prohibit.d 17
Nondiscrimination, Equal Employment 17
Practice., and Affirmative Action Plan
Employment Opportunitie. for Business 17
and Lower Income per.ons
Participation of Minorities, Women and 19
Small Bus in.....
captions 19
Effect of Legal Judgment 19
Choice of Law Governing this Agreement
19
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s.at1on
'Ih'lWllh.r
S518.
S519.
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!rULE 01' COIl'1'BNTS (Continu.d...)
(IDB-1'1naDa.d Agr....nt)
IJ.Ilt:1.
Prohibition of Legal Proceedings
Right. and Remedies
.BC!rIOII VI BJI'l'IRB AGRBJDID'l'
S601.
S602.
EJB/1ab/0257
Comp1et. Agreement
Number of Pages and Attachments
Execution (Signature) Page
AT'1'ACBJIBNTS
Attachment I -- Employment Action Plan
Attachment II -- Insurance Requirements
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AGUBJIDI'l' IlUJlBIlR
(IDa-l'inooe4)
BETWEEN 'rBE CITY OF SAN BERNARDINO AND 'rBE
Interstate World Travel
(RELATING TO) 'rBE
PROJECT
Financing Delays in Accounts Receivable
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TJUS AGREEMENT is made and entered into by and between the
city of San Bernardino, a JDUnicipal corporation, hereinafter call
"City", and Interstate World Travel ,
hereinafter called the "Borrower".
][XZ.....ZIl
WHEREAS, the City has entered into a Grant Agreement with
-. the United States Department of Housing and Urban Development,
O. h,reinafter called the Grantor, pur8uant to Title I of the H0U8ing
and CODIIIIunity Development Act of 1974, as amended, hereinafter
referred to as HeDA, to address the cODllllunity development needs of
the city; and
WHEREAS, the Community Development Departaent, hereinafter
called the "COD", has been designated by the City to provide for
proper planning, coordination and administration of the City'S pro-
gra1llS as described in the City's Grant Agreement with the Grantor,
and of certain projects funded by the City, and
WHEREAS, the CDD cooperates with private individuals and
organizations, other agencies of the City and agencies of other
governmental jurisdictions in carrying out certain functions and
progra1llS which are its responsibility, and
WHEREAS, the small Business Revolving Loan Fund program has
been established by the City as part of a city of San Bernardino
Economic Developlllent Program ("EDP"), and has been approved by the
San Bernardino Mayor and Common Council; and
WHEREAS, the project which is the subject of this agreement
meets the requirements of the above described program, and
WHEREAS, Borrower has applied to the City for a loan to help
finance the project, and
WHEREAS, the City is willing to lend monies to the Borrower
on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of and in reliance upon the
foregoing and upon the covenants, agreements, representations and
O. warranties herein contained, the City and the Borrower agree as
follows:
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SHALL BUSIOSS
IDB-J'inaDoed
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PARTJ:ES. HRII. CORDY'l':rOIlS PRBmlDIIft. DO :IHDEPBHD1U.ft 8'l'am8
8101. Pa~i.. ~o ~h. aar....B~.
'l'be parties to this Aqre..ent are:
1) 'l'be City of San Bernardino, a municipal corporation,
having its principal office at 300 Borth "D" Street, San
Bernardino, California 92418.
2)
'l'be Borrower, Interstate World Travel
having its principal address at 555 North "D" Street
San Bernardino. California
,
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'l'be Borrower i. (.' ) Sole prOirietor
(fictitious name enterpri.e, ndividual, California
Corporation/general partnership/limited partnership.)
S102.
RaDr...Ilt.at.iv.. of 'the parti.. alit! Service of Kot.:I.a...
.o~
'l'be repre.entatives of the respective parties who are
authorized to administer this Agre..ent end to whom formal
notice., damand. and communications shall be given are as
follows:
1) 'l'be representative of the City shall be, unles. other-
wi.e .tated in the Agreament:
1Ir. Itemaetla J. .endenon, Direotor
COIIIIIUJlity DeveloplD8llt Depanaent
300 Bortla "1)11 8treet, J'iftla 1'1oor
SaD Bernardino, C& .2411-0001
2) The repre.entative of the Borrower .hall be:
Hr. Joe N. Baca
Hrs. Barbara Baca
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3) Formal notices, damands and cOlllllunications to be given
hereunder by either party sball be made in writing and
may be effected by personal delivery or by regi.tered or
certified mail, postage prepaid, return receipt reques-
ted and sball be de..ed cOlllllunicated as of the date of
mailing_
4) If the name of the person designated to receive the
notices, demands or cOlllllunications or the address of
such person is changed, written notice shall be given,
in accord with this section, within five (5) working
days of said change_
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SHALL aVSIDSS
IDa-l'iDaDce4
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8103. ~.rm or ~hi. Aar....D~.
This Aqre..ent ahall remain in full force and effect from
the date of execution by Borrower of the Promissory Hote,
until such time as said Promissory Hote is paid accordinq to
its terms, subject to the provisions of S303 herein.
810.. aOB4i~ioft. Pr.c.4.D~.
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8105.
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A. Prior to the execution of this Agreement, the Borrower shall
submit to the City for approval in writinq an Affirmative
Action Proqram Plan in accordance with Section 512 herein.
B. J:n the event that Borrower is a corporation, then prior to
the execution of this Agre..ent, the Borrower ahall provide
the City with copies of the followinq documents:
,
1) Borrower's Articles of J:ncorporation, and all amendments
thereto, as filed with the Secretary of State.
2) Borrower's By-Laws, and all amendments thereto, as adop-
ted by the Borrower and properly attested.
3) Resolutions or other corporate actions of the Borrower's
Board of Directors, properly attested or certified,
which specify the name(s) of the person(s) authorized to
obliqate the Borrower and execute contractual documents.
4) Certificate of Good Standinq from California Secretary
of State.
C.
In the event that Borrower is a partnership, then prior to
the execution of this Aqre..ent, the Borrower shall provide
the City with copies of the Borrower's Partnerahip Aqree-
ment, and evidence of filinq thereof with appropriate filinq
official.
D.
J:n the event the Borrower is an individual doinq business
under fictitious name, a copy of the Fictitious Hame State-
ment and evidence of the proper filinq thereof.
%D4.D.Dd.D~ eOD~rac~or 8~.~u. or ~h. Borrow.r.
The parties aqree that the Borrower is an independent con-
tractor and that no ..ployees of the Borrower have been,
are, or shall be ..ployees of the City by virtue of this
Aqreement, and the Borrower shall so inform each employee
organization and each employee who is hired or retained by
it.
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SDLL aU8:1088 I.OU A..UZIID1'1'
:lDB-pinaDoell
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PURP08B 01' AGUB-- um LOU. LOU DRMS. um PROXyggORY BOD
8201. Paraose o~ t:he Aare_ent:.
'l'ha purpose of this Agreement is to provide
Fortv Thousand and 00/100 --------------------------------- tK)~
($ 40,000.00 ) of EDP funds to be loaned by the Cit:y to the
Borrower, hereinafter called the "Loan", for the purpose and
under the terms and conditions set forth herein.
8202. Paraose of t:he LoaD.
'l'he purpose of the Loan is to provide financial assistance
to enable the Borrower to:
:
1. Finance delays in Accounts Receivable.
2. Hire one full-time and one part-time employee.
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SIDJ. ~.ra. or t:he Lollll.
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A. 'l'he City agrees to lend the Borrower, and the Borrower
agrees to borrow from the City, an _ount not to exceed
Fortv Thousand tK)IURS, ($40,000.00 ),
such tranaaction here1nafter referred to as the "Loan". 'l'he
Loan is to be evidenced by, and made against delivery of a
PrOlllissory Bote executed by the Borrower, hereinafter called
the "Hote" and by this reference incorporated herein.
B. 'l'he Hote shall (i) be dated as of the closing, (11) bear
interest on the unpaid principal at the rate of nine percent
( 9'L ) per annUJII, (i11) be for a term of Eight
(8 ) years, and (d) provide for payment of the pr1ncipal
_ount thereof and the interest thereon in Ninety Six
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SHALL BOIIDSS
IDB-JOin_ceel
Opage -5-
( 96) equal monthly installments of
Five Hundred Ei2htv Six and 01/100 ----------------------- IK>~
($ 586.01 ), each including principal and inter.st, and
continuing until said principal and interest are paid in
full.
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C. Each monthly installment lIhall be applied Urst 'to the
payment of interest then accrued to the date the payment is
received, and the balance, if any, to the reduction of the
principal.
8204. PromissorY Note.
A. The obligation of the City to make the Loan is subject to
receipt by the city of the Note and, at the City's sole
discretion, to the following additional conditions prece-
dent:
1) The representations and warranties made herein by the
Borrower lIhall be true and correct at the time of
consideration by the Mayor and Common Council of the
city of San Bernardino with the same effect as though
made at the closing.
2) Receipt by the City from the Borrower of all executed
documents in connection with this Agreement, satisfac-
tory in form and substance to the City.
3) J:f matching funds constitute a part of this Agreement,
then Borrower shall obtain matching funds in an amount
equal to the amount of this loan and, as required by the
City, deposit said matching funds into an account with
M/A . Escrow Agancy.
4) The City and the Borrower have mutually agreed to the
terms and conditions as set forth in the Employment
Action Plan, which i. attached hereto a. Attachment I
and by this reference is incorporated herein.
B. The Note i. to be secured as follows:
Building
Equipment
Furniture and Fixtures
C. Borrower shall have the right, without penalty, to prepay
the Note together with the accrued interest thereon as of
the date of such prepayment.
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SHALL BUSIJIBSS LOU ...lU:BHBBT
IDB-:riDaDoe4
Opaqe -6-
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D. The Borrower aclcnowledqes and aqrees that the amount beinq
provided under this loan shall be for a total of
(l~~~~o~~~~"): ~~~ o~~~ ;~--~dditl~~~l-f;;d~-~;-cov~~'
tional projects costs, anticipated or unanticipated, incur-
red as a result of cost overruns or expenses in financinq
this project, are available under this Agoreement.
SBC'lIOIl Ill.
RBPUSBR'l'a'1'%OH8 ~ croVB"Uft'8 OY .oRROnR. urn D.nUL~
8301. ..Dr...Il~.~ioll. o~ 'the Borrower.
0,
'1'0 induce City to enter into this Aqreemant, Borrower cove-
nants and represents to City that:
1) The execution, delivery and performance of the Note and
this Agoreemant by Borrower bave been duly authorized by
Borrower. This Aqreemant constitutes a 189'al, valid and
bindinq obliqation of Borrower, enforceable in accord-
ance with its terma. The execution and delivery of this.
Aqreement and the note, and consUJllllllltion of the transac-
tions herein contemplated, will not conflict with, or
result in a breach of, any of the terlllS, provisions or
conditions of any indenture, contract, instrument or
aqreeaent, inc1udinq any partnership aqreement, to which
Borrower or any of ita officers is 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 Aqreement or of any
of the terma and conditions.
2) Borrower bas good and marketable title to the real pro-
perty identified in 82048 of this Aqreement, located at
1850 N:1~h K8Rnolia Avenue. Rialtol California 92376 , San
Berna .ino, California, and t is free and clear from
all liens except as set forth herein:
Fontana 1st National Bank
TeleDhone Emolovees Credit Union
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3) Borrower is in compliance with all applicable statutes,
laws, requ1ations, and executive orders of the United
States of America and all states, foreign countries,
other governmental bodies and aqencies havinq jurisdic-
tion over its business or properties, inc1udinq (without
limitation) all tax laws and Borrower has not received
notice of any violation of such statutes, laws, requ1a-
tions or orders which have not been remedied prior to
the date of this Aqreement. Borrower possesses all
licanses, tradenames, trademarks, and permits as are
required for conduct of its business without conflict
with the riqhts of others.
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SMALL BUSIDSS LOUT AGRBBIIBBT
O IDB-J'iD&Dc.4
Paq. -7-
8302.
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D.
Ther. is not pending or threatened against Borrower, or any
of its offic.rs, any actions, suits, procHdinqs or investi-
gations at law or in equity or before or by any federal,
stat., 1IUJlicipal or governmental d.partment, cOIIIIIission,
board, bureau, agency or instrumentality which, if deter-
mined adversely, would be likely to have a materially ad-
vers. .ff.ct on the business or properties of Borrow.r.
Each and .v.ry financial stat..ent, document and r.cord
d.liver.d by Borrow.r to the City in conn.ction with this
Agr...ent and the proposed transaction hereund.r is a true
and compl.t. copy of said financial stat..ent, document or
r.cord, and fairly and accurat.ly r.fl.cts the information
it purports to portray. Ther. has been no change in the
condition, financial or otherwis., of Borrower as shown in
the financial stat..ents dat.d April -30 1991 ,
exc.pt changes in the ordinary cours. o~ busin.ss, non. of
which, individually or in the aggregat., has be.n mat.rially
adv.rs..
E.
A441~ieB.1 eav.ft.ft~. or ~h. Borrower.
Borrow.r covenants and aC)X'..s that, from the date h.r.of,
until payment in full on the Not. and the int.rest ther.on,
that it will:
1) Pay the principal and inter.st on the Note according to
its t.rms.
2) Pay any oth.r amounts that may be due or become due and
owing to the city under or pursuant to the terms of this
Agr....nt or the Not..
3) Ex.cute and deliv.r all instruments, and perforll such
acts, as the City may reasonably de.. n.c.ssary or de-
sireable to confirm and secur. to the City all rights
and remedi.s conferred upon the city by the terms of
this Agreement and Note.
4) In the event that Borrower shall grant the City a se-
curity interest in Real Property as collateral under
S204(B) herein, then Borrower agrees to maintain at
Borrower's sole expense a policy of title insurance
coverage equal to the amount of the loan.
5) Give notice to the city of any event that constitutes an
Event of Default as set forth in Section 303 of this
Agr...ent or that would, with notice, or lapse of time
or both, constitute an Event of Default under this
Agre..ent. Notice shall specify the nature of such
Event of Default.
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&Hal,I. DUSXUSS
XDD-PiDaDc.4
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Not .nt.r into any agr._.nt or oth.r co_i'tlllent the
p.rformanc. of which would con.titute a breach of any of
the cov.nant. contain.d in this Agr.ement.
U.e the Loan procaada only for the purpo._ .tat.d in
this Agr.ement and for no other purpo.e or purpo....
Ob..rv. all applicabl. f.d.ral, .tat. and local .tatut..
and r.gulation. a. w.ll a. City of San Bernardino Ordi-
nanc.. a. fUrtherd.fine4 and ..t forth in Section 505
of this Agr.ement.
Xn the event that Borrower i. a corporation, th.n Bor-
row.r shall do or cau.e to b. done all thing. nec...ary
to pr...rv. and k.ep in full forc. and eff.ct it. corpo-
rat. exi.tenc., right. and franchi....
Not violate any laws, ordinanc.., governm.ntal rul.. or
regulation. to which it is .ubj.ct and not fail to 0b-
tain any lic.n..., p.rmit., franchi.e. or oth.r gov.m-
lIental authorization n.c...ary to conduct its busin...,
which violation or failure to obtain might hav. a mat.-
rial adver.. eff.ct on the busin..., pro.peete, profits
or condition (financial or otherwis.) of Borrower.
11) Submit an Annual Employment Report on or before the fif-
teenth (15th) day of June for the y.ar(.) 1991
. The Annual Employment Report shall de-
taU Borrow.r'. cOlllpliance with the Employment Action
Plan, Attachm.nt X attach.d her.to and by this ref.rence
incorporat.d h.r.in, for the preceding tw.lv. (12) lIonth
period .
6)
7)
8)
9)
10)
12) Maintain adequate insurance with r..pect to the col-
lat.ral and the (proprietorship, partn.rship or cor-
porate) bu.ine.. which i. the .ubj.ct of this Agr....nt,
with reputable insurance cOlllpani... '!'h. Borrow.r .hall
lIaintain insurance in .uch amount. and against .uch
ri.ks as is cu.tomary with companies in the .am. or
sillilar bu.ine.., in addition, .aid in.urance cover-
ages(.) .hall be in accordance with the general insur-
ance provi.ion. of this Agr....nta. .pecified in
S501(B)(5), including fire, hazard and general cOlllpre-
hensiv. liability insuranc., worker'. compen.ation, con-
struction/rshabilitation liability, to prot.ct .uch bus
in.ss and all prop.rty ..curing the City'. loan. Said
insurance .hall be maintained throughout the term of
this loan. Th. city shall b. nam.d as an additional
insured, and the policy or policies .hall not be subject
to cancellation, reduction or nonr.n.wal without thirty
(30) days prior written notification to the City Attor-
ney by certified lIail.
o
LOU a.UBlUnl':
o
.
SHAloL BUSlnSS
IDB-:riDlUlO.d
Pag. -1-
o
13)
Pay all indebten... and obligation. promptly in accord-
ance with normal t.rms and promptly pay and discharge or
caUII. to paid. and discharged all taxe., a.......nt. and
gov.rnmental charg.. or levies impo.ed upon it or upon
it. income and profits or upon any of its property,
r.al, personal or mixed, or upon any part thereof, re-
.pectively, before the same shall become in default.
8303. Default.
o~
o
A.
'l'he entire unpaid principal of the Note, and interest then
accrued thereon, shall become and be forthwith due and pay-
able upon written d8llllnd by the City or the City'S a.signs,
without any other notice or demand of any kind or any pre-
sentment or protest, if anyone of the following event.
(herein called an "Event. of Default") shall occur and be
continuing at the time of such demand, whether voluntarily
or involuntarily, or, without limitation, occurring or
brought about by operation of law or pursuant to or in
compliance with any jUdgment, decree or ord.r of any court
of any order, rule or regulation or any governmental body,
provided however that .uch .um shall not be payable if
Borrower'. payment. have been expre.sly extended by the City
or the City'. assigns. "Events of Default" .hall include:
1) Payment of any installaant of principal or interest on
the Note is not paid when due and such paym.nt remains
unpaid for thirty (30) days.
2) Borrower fail. tQ pay when due, or d.clar.d du., the
obligation. s.cured under this Agreement.
3) Borrower fails to perform or comply with any teras,
conditiona, or covenant. as provided in this Agr.ement
or in eny in.trument. ..curing or related to this Agree-
ment.
4) If any repre.entation or warranty made by the Borrower
in this Agreement shall prove to be untrue in any mate-
rial respect, or if any report, financial statement or
financial schedule or other instrument delivered under
or pursuant to this Agreement or the transaction. con-
templat.d herein, to the city or to any other holder of
the Note .hall prove to be untrue in any material re-
spect as of the date as of which made.
S) A court enters a decree or order for relief in respect
of the Borrower in an involuntary case under any appli-
cable bankruptcy, insolvency or other similar law now or
hereafter in effect, or appoints a receiver, liquidator,
assignee, custodian, trustee, sequ.strator (or similar
official) of the Borrower or for any aubstantial part of
o
&llALL DUSIOSS LOU ~,Qmu:1lT
IDB-l'lJlallce.s
Page -10-
o
o~
6)
its property, or orders the winding up or liquidation of
its affairs and such decree or order remains unatayed
and in effect for a period of sixty (60) consecutive:
days.
The occurrence (i) of Borrower' s becoming insolvent or
bankrupt, or ceasing, being unable, or admitting in
writing its inability to pay ita debts as they mature,
or making a generalassignaent for the benefit of, or
entering into any cOJllposition.or arrangement with credi-
tors, (il) of proceedings for the appointment of a re-
ceiver, trustee or liquidator of Debtor, or of a sub-
stantial part of ita assets, being authorized or insti-
tuted by or against it, or (ili) of proceedings under
any bankruptcy, reorganization, readjustment of debt,
insolvency, dissolution, liquidation or other similar
law of any jurisdiction being authorized or instituted
bY or against the Borrower.
7) A cessation or substantial reduction of operations in
the business which is the subject of this Agreement
under circumstances indicative to the City of a lack of
intention or ability to provide continuing emplOYJlent
and econOJllic 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.
9. The loss, theft, substantial damage, destruction, aban-
donment, sale or enCUlllbrance to or of any of the colla-
teral securing payment of the Note, in any manner not
fully covered by insurance, or the. making of any levy,
seizure or attachment thereof or thereon.
D. If Borrower shall at any time default. in making 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 addition to any other amounts that
may 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. .
SECTION n.
REPORTS. RECORDS Mm :AUDITS
OS<<Ol.
A.
R.~or~iftG R.auir.m.B~..
At such times and in suCh .forms as the city may require,
there shall be furnished to the City such statements,
SMALL BUSIDSS
IDB-piDaDc.4.
o pag. -11-
records, report., data and information as the city 1IIllY
reque.t pertaining. to 1IIlltter. cov.red by this Agr...ent.
B. Borrower will provide ita financial and accounting .tate-
m.nt. to the City for the period ending ~cember 31. 1991
and annually ther.after during term of th . Agr.eaent, but
not later than 'thr.e (3) aonth. following the expiration of
any .uch period, and at .ach other time and in .uch form as
the city 1IIllY pr..cribe.
10
LOU _RBBIIBJI1T .
o
8402. lIai21t:alllUlaa of' ..aorc!..
o~
A. Recorda, in th.ir original form, .hall be 1IIllintained in
accordanc. with the r.quirem.nt. pr..cribed by the Grantor
and the City with r.spect to all 1IIlltt.r. cov.r.d by thi8
Agreement. Such r.corda shall be r.tained for a period of
.ix (6) year. aft.r t.rmination of thi8 Agr.eaent and after
all other pending 1IIlltt.r. are clo..d. -Pending Matt.rs- in-
clud., but are not limit.d to, an audit, litigation, or
oth.r action. involving r.cord.. Th. city 1IIllY, at ita dis-
cr.tion, tak. po.....ion of and r.tain .aid r.corda.
Records in their original form p.rtaining to 1IIlltters covered
by thi8 Agr....nt .hall at all times be r.tained within the
City of San Bernardino, or som. other location .pecifically
authorizing in writing by the Dir.ctor of community Develop-
ment, unl..s authorization to remove them i. granted in
writing by the city.
B.
8C03. &u4it:. aDd %BaDaat:loB..
o
A. At any time during normal bus in... hour. and a. oft.n as the
Grantor, the U.S. Comptroll.r General, Auditor General of
the State of california or the City uy deem n.cea.ary, the
Borrower shall uke available to the city for examination,
all of it. record. with r..pect to all 1IIllttera cov.red by
this Agreement. The city, Auditor Gen.ral of the stat. of
California, Grantor, and the U.S. Comptroller General shall
have the authority to audit, .xamin. and 1IIllke exc.rpts or
tran.cript. from r.corda, including all contracts, invoices,
materials, payrolls, records of per.onnel, condition. of
employment and other data relating to all matters covered by
this Agr.ement.
B. The city shall have the authority to make phy.ical inspec-
tion. and to r.quire .uch phy.ical'.afeguarding devic.s as
locks, alarms, saf.s, fir. extingui.hers, sprinkl.r system,
etc., to safeguard property and/or equipment funded Or secu-
red by this Agreement.. Notwith.tanding such inspection
authority, Borrower is soley r.sponsibl.'for the provision
of security and for the safe guarding 'of the busin.ss and
its property.
- --- -- .---- -- .-..-.-.-----.
,0
LOU .....UBKBft
o
SDp. BUSIOS8
IDB-l'iDaDOe4
OP&ge -12-
8C04. V.li4i'tv o~ ..ill.Daial Domm.all't.'tloll 8uht.i..ioll..
Financial reports required to be prepared and .ubmitt.d by
the Borrower to the city sball be accurate and correct in
all respects.
8405. ..1.... o~ ~4. ~ram _.crav.
A. All loan proc..ds sball be deposit.d into an .scrow account
with an e.crow company d.signated by the city. Disbursement
of funds sball be jointly authorized by the Borrow.r and the
city. Each disbursement .hall be in accordance with 8202
-Purpos. of the Loan- and shall be properly .upported by
invoic.s, vouchers, ex.cut.d payroll., time records or other
documentation evidencing an expenditure and/or encumbrance
of funds.
B. The costs associated with the loan such a. escrow f..s,
cr.dit reports (TRW), title report., or oth.r .imilar costs
shall be delin.ated in the .scrow instructions and disbur.ed
from the loan proce.ds upon openin9 of the ..crow account.
08~0'. a.aonvevana. P..
In the .v.nt that r.al property is used to ..cur. this Loan,
then Borrower agr._ to pay any co.ts incident to title r.-
conv.yance, inclUding, if applicable, trust.... fees, attor-
ney f..s, docum.nt preparation fe.., r.cording f.es or any
other r.lat.d .xpen....
8BCTIOB v.
ClBIIBRAL DUS MID COBDI'1'IO.B
8501.
o
%1l4.mBi~iaa~ioll 811.4 %1I..urallaa .aaulr".Il~..
A.
Indemnification:
The Borrow.r undertak.. and agre.. to def.nd, indemnify and
hold harml..s the City and any and all of the City'S offi-
c.rs, agents, employ..., a.signs, and succ.s.ors in inter.st
from and against all .uit. and caus.s of action, claims,
cost of litigation, dama9. or liability of any nature what-
soever, for death or injury to eny person, including Bor-
rower's .mploye.s and ag.nts, or damage or d.struction to
any property of .ither party h.r.to or third penons in any
IIlanner arising by reason of or incident to the performance
of this Agreement on the part of the Borrower or subborrower
any tier wheth.r or not contributed to by any act or OIIlIIlis-
sion, active or pas.ive, ne91igent or otherwise, .xcept for
the sol. ne91igence of the City, or the .ole n.91igence of
any of the City'S offic.rs, ag.nts or employees. city ap-
:.__c-;_...",
o
10
SHALL BUSIDSS LOU ~..UBllDlT
IDB-FiDaDo.4
o Pag. -13-
proval of the Borrower's performanc., or failure to object,
shall be no d.fense to Borrower concerning its undertaking
herein to defend and indemnify City and others.
B. Insurance:
o~
o
The Borrower shall provide and maintain at its own ex-
pense throughout the term of this Agre81llent th. insur-
anc. requir81llents specified her.in. Evidence of insur-
ance shall be submitted for approval by the City. The
City special endorsement forms, referenced hereto and
incorporated by reference, are th. preferred form of
evidence of insuranc.. Alternatively, Borrower 1II&Y
submit two (2) c.rtifi.d copies of the full policy con-
taining th. appropriate canc.llation notic. language and
additional insured/loss pay.. language as specified.
No rel.as. of funds from the Escrow Account shall be
..d. to th. Borrow.r until such time as th. Borrower has
compli.d with all insuranc. and bonding requir81lleDts
under this Agreement. Th. city's Additional Insur.d
Endorsement form, or a form approv.d by th. City, stat-
ing that th. Borrow.r is so insured, 1IIWIt accompany any
d81ll&nd for funds unl.ss said form has been previOUSly
submitted and approv.d by th. city. (Certification of
insurance shall be procur.d, filed and approved in
strict compliance with City rul.s and regulations.)
3) With respect to the int.r_ts of th. City, such insur-
ance shall not be canc.lled, r.duc.d in cov.rage or
lilll1ted or non-ren.w.d, exc.pt aft.r thirty (30) days
written notic. by receipt.d d.liv.ry has been given to
the Office of th. city Attorn.y, City Hall, 300 North
"D" str..t, San Bernardino, CA 92418-0001. Policies of
insuranc. and fidelity bond., except for polici.. cover-
ing Worker's compen.ation and Employ.... and Volunteer's
owned and/or Leased Vehicl.., shall name the city as an
Additional Insur.d and said endorsements or other evi-
dence of insurance shall so indicate. Fid.lity bonds
shall name the City as loss pay.e or additional insured.
In the event of any cancellation, non-ren.wal, reduction
or lilll1tation of coverage, or notice that such will be
.ff.ct.d, City 1II&Y, but is not required to, obtain insu-
ranc. to prot.ct its interests, in which event the cost
thereof shall be r.iJlbursed by Borrower forthwith. Any
failure to forthwith reiJlburs. such expense shall con-
stitute an Event of Default.
1)
2)
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 giying Borrower ninty
(90) days written notice.
o
.0
SMALL BU8ID88 LOU _UBIIBJI'l'
IDB-J'iDaDCle4
Op&ge -1.-
8502.
8103.
o~
810..
5. '!'he Borrower sball _intain minimum insurance coverage.
prescribed in Attachment II of this Agreement, wbich by
this reference is incorporated berein.
Prohibi~ioB Aa.ift.~ 1..1ana.B~.
A.
'!'be Borrower shall not assign this Agreement, nor assign or
transfer any interest or obligation in this Agreement (whe-
ther by assignment or novation) without prior written con-
sent of the city. No part of the property securing this
Agreement sball be assigned or transferred (except sal.. of
inventory in the ordinary course of business), nor shall
such property be pledged, without the prior written consent
of city.
'!'be Borrower shall not enter into any agreement with any
other party under wbich such other party shall become the
recipient of claims due or to become due to the Borrower
from the City without prior written consent of the City.
B.o'
Li.i~.~ioB or eOrDor.~. 1a~..
In the event that Borrower is a corporation then the Bor-
rower sball not amend its Articles of Incorporation or By-
Laws, move to dissolve, transfer any assets derived from
funds provided under this Agreement, or take any other steps
wbich may materially affect its operations within the per-
formance of this Agreement without first notifying the City
in writing. '!'he Borrower shall notify the City i...diately
in writing of any change in the Borrower'S corporate name.
~.~am.D~. aft4 wai..ra.
'!'his Agreement may not be changed or amended orally, and no
waiver bereunder may be oral, but any change or amendment
bereto or any waiver bereunder must be in writing and signed
by the party or parties against whom such change, amendment,
or waiver is Bougbt to be enforced.
8505. ComDlianc. vi~h S~.~U~.. aD4 R.aul~~ioD..
o
A. '!'he Borrower warrants and certifies that in the performance
of this Agreement, it shall comply with all applicable staa-
tutes, rules, regulations and orders of the United states,
tbe state of California, the County and City of San Bernar-
dino, including laws and regulations pertaining to labor,
wages, bours and other conditions of employment and the
City's anti-discrimination provisions and Affirmative Action
Plan wbicb by this reference is incorporated berein. Bor-
rower further warrants and certifies that it shall comply
with new, amended, or revised laws, regulations, and/or
procedures that apply to the performance of this Agreement,
upon being provided notice thereof.
o
SHALL BGSInSS LOU ,Q.ZMD'1'
IDB-l'iDaIlce4
Page -15-
o
04
o
Borrower covenants that the Davis-Bacon Act as amended, the
Contract Work Hours and Safety Standares. Act, and the Cope-
land "Anti-Kickback Act" ahall be a part o~ all colUltruction
contracts awarded by the Borrower pursuant to this Agreement
and all subcontracts thereto.
8501. eCtIl~l:t..at. o~ %ll't.r..~..
A. The Borrower covenan1:8 that none of. i1:8 directors, officers,
employees, or agents ahall participate in selecting subcon-
tractors, or administering subcontracts SUpPOrted (in whole
or in part) by federal funds where such person 18 a direc-
tor, officer, employee or agent of the subcontractor, or
where such person knows. or should have' known that:
A member of such person's immediate family, or partner,
or organization has a financial intersstin the subcon-
tract r .
2) The subcontractor is someone with whom such person has
negotiated or is negotiating any prospective employment,
orr
1)
3) The participation of such persOIUl would be prohibited by
the California Political Reform Act, Ca1ifomia Govem-
mant Code Section 87100 et seq., if such person were a
public officer, because such person would have a "finan-
cial or other interest" in the subcontract.
B. Definitions:
1) The term "immediate family. includes, but 18 not limited
to, those persona related by blood or marriage, such as
husband, wife, father, mother, brother, sister, son,
daughter, father-in-law, motherin-1aw, brother-in-law,
son-in-law and daughter-in-law.
2) The term .financial or other interest" includes, but is
not limited to:
(a) Any direct or indirect financial interest in the
specific contract, including a commission or fee, a
share of the proceeds, pro~pect of a promotion or
future employment, a profit, or any other form of
financial reward.
(b) Any of the following inter.sts in the subcontracting
entity: partnerShip interest or other beneficial
interest of five percent (5t) or more of the stock:
employment in a managerial capacity: or membership
on the board of directors or governing body. This
provision shall not apply to serving on the board or
goveming body of a non-profit corporation for which
no salary is paid or other campensation.
o
o
, SHALL BUSINESS LOU _llBBMBR'l'
IDB-FinaDc.cI
OPag. -1'-
C. The Borrow.r furth.r cov.nant. that no' officer, director,
employ.. or agent ahall solicit or acc.pt gratuiti.s, fa~
von, or anything of JlDftetary valu., from an actual or po-
tential subcontractor, suppli.r, a party to a subagr.ement,
(or penons wbo are oth.rwis. in a position to ben.fit from
the actions of any offic.r, employ.e or agent).
o~
G.
S507.
D.
The Borrow.r sball not subcontract with a former dir.ctor,
offic.r, or employ.e within a on. (1) year period following
the t.rmination of the relationsbip b.tween said person and
th. Borrow.r.
Prior to obtaining the City'. approval of 'any subcontract,
th. Borrower sball disclose to the City any r.lationabip,
financial or otherwi.e, dir.ct or indir.ct, of the Borrower
or any of its offic.r., elir.cton or employ.e. of their im-
mediate family with the proposeel subcontractor and it. offi-
cers, elirectors or employ....
For furth.r clarification of the .eaning of any of the terms
used b.r.in, th. parti.. agre. that reference. shall be made
to th. guid.lin.., rul.. and laws of th. City of San Bernar-
dino, stat. of California, and fed.ral r.gulations regarding,
conflict of inter.st.
Th. Borrow.r warrants that it bas not paid or given anel will
not payor give to any third person any money or other con-
sieleration for obtaining this Agr.ement.
The Borrower covenants that no .emb.r, officer, employee of
Borrower ahall bav. any interest, elir.ct or indirect, in any
contract or subcontract of the proce.els th.r.of for work to
be p.rformeel in conn.ction with this project eluring bis/ber
t.nure as such employ.., .ember or offic.r or for on. (1)
year ther.after.
Th. Borrower ahall incorporat. the foregoing subsections of
this section into every agreement that it enten into in
conn.ction with tbis project and sball substitute the term
"Subcontractor" for the term "Borrower" and .Sub-contractorn
for "Subcontractor".
E.
F.
H.
I.
Poli~ia.l Aa~ivi~v Prohibi~.4.
None of the funds, materials, property or services provided
directly or indirectly under this Agr.ement sball be used
for any partisan political activity, or. to further the elec-
tion or defeat of any candidate for public office.
o S508. LobbviDCJ Prohibitecl.
None of the funds provided under this Agreement shall be
used for any purpose designeel to support or elefeat any pend-
ing legislation or administrative regulation.
,0
8MALL BU8In88 LOU _UIJlBft
IDB-PiDaDOe4
o page -17-
o
~
850.. ~B.~al1.~ioB or ~lB.Bei.l A..i.~.fta. P1.B.
The Borrower Mall inatall, or cause to be inatalled, ror
public 41eplay upon the ,project premises a sign, with design
approved by City, identUying the Borrower as receiving
rinancial assistance rrom the City,' ir such a sign is re-
quested by the, Director or COJIIIIIW1ity Development Department.
8510. Pre.. ..1......
In all cOJlllllW1icationa with the press, television, radio or
any other means or cOllllunicating with the g~ral cOJlllllW1ity,
the Borrower shall make .peciric rererence to the city or
San Bernardino cODunity Development Department a. the spon-
.oring agency or the project. .
8511'-
Dl.ari.ift.~iaft PrDhihi~.4.
o~
No person lihall on the grounds of race, religion, ancestry,
color, national origin, .ex, age, or physical handicap, be
excluded rrom participation in, be denied the benerit or, or
be .ubjected to dbcriminaUon under thb progrlUD/project.
For purpo_s or this Section, Title 24, Code or Pedaral Re-
gulationa Section 570.60l(b) derine. .peciric discriminatory
action. which are prohibited and correction action which
shall be taken in .ituationa a. deUned therein.
8512.
.oft4i.arf.fft.~iQft. .au.l BmDlovm.ft~ Pr.a~ia.. ana arflraa-
~i.. Aa~iDB Proar...
The Borrower shall comply with the nondbcrimination and
aUirmaUve action provisiona or the laws or the United
States or America, the State of califomia, and the city. In
performing this Agreaent, the Borrower shall not discri-
minate in its aployment practices againat any employee, or
applicant for employment because ~f person's race, religion,
ancestry, color, national origin, .ex, age or physical
handicap. Any subcontract entered into by the Borrower re-
lating to this Agre..ent,to the extent allowed hereunder,
shall be subject to the provisions or this paragraph.
8513. "Dlovm.ft~ ~Do~ufti~i.. ~or Busta... AB4 Lever %acaa.
Persoft..
o
Any project/progru funded in part or in whole with Com-
munity Development funds Mall comply with the following
provisions (rererred to as a Section 3 clause:)
1) The work to be performed under this contract (Agre..ent)
is on a project as.isted under a program providing di-
rect Federal financing assistance from the Department of
Housing and Urban Development and is subject to the re-
quirement. of Section 3 of the Housing and Urban Deve-
SMALL BU8In88 LOU AGUIJlBft
o
. ., SHALL BUURSS LOU _RBBKBlft'
IDB-F!D&DCe4
o page -18-
o
2)
lopmant Act of 1968, as amended, 12.USC 1701u. section
3 requires that, to the greatest extant feasible, oppor-
tunities for training and employment be given to lower
incOlll8 residents of the project area end contracts
(agre_ents) for work in connection with the project be
awarded to business concerns which are located in, or
owned in substantial part by persons residing in the
area of the project.
'!'he parties to this contract (Aqre_ent) will comply
with the provisions of said Section 3 and the regula-
tions issued pursuant thereto by the Secretary of Hous-
ing and Urban Development set forth in ~itle 24 CPR,
Part 135, and all applicable rules and orders of the
Department issued thereunder prior to the execution of
this contract (Agreament) certify and agree that they
are under no contractual or other disability which would
prevent th_ from complying with these requir_ents.
3) '!'he Borrower will send to each labor organization or
representative of workers with which he/she has a
collective bargaining agre_ant or other contract or
understanding, if any, a notice advising the said labor
organization or worker's representative of its
cOllllli tments under this Section 3 clause and shall post
copies of the notice in conspicuous places available to
_ployees and applicants for employment and training.
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4) '!'he Borrower will include this Section 3 clause in every
subcontract for work in connection with the project and
will, at the direction of the applicant for or recipient
of Federal financial assistance, take appropriate action
pursuant to the subcontract upon a finding that the sub-
contractor is in violation of regulations issued by the
Secretary of Housing and Urban Development, 24 CPR, Part
135. '!'he Borrower will not subcontract with any subcon-
tractor where it has notice of.knowledge that the latter
has been found in violation of regulations under ~itle
24, CPR 135 and will. not let any subcontract unless the
subcontractor has first provided it with a preliminary
statement of ability to comply with the requirements of
these regulations.
5) compliance with the provisions of Section 3, the regula-
tions set forth in ~itle 24 CPR, Part 135, and all ap-
pliCable rules and order of. the Diapartment issued there-
under prior to the execution of the. contract (Agreement)
shall be a condition of the federal financial assistance
provided to the project, binding upon the applicant or
recipient for such assistance,. its. successors, and as-
signs. Failure to fulfill the.e requirements shall
subject the applicant or recipient, its contractors and
subcontractors, its successors and assigns to those
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8HALL BU8IIIB88 LOU _..UBKDtT
IDB-l'iDlUloe4
Opaqe -19-
.anction. .p.cified by the grant: or loan agreement or
contract through which fed~al, a.Bi.tanoe i. provided,
and to .uch .anctioft8a. are .pecified' by Title 24 CPR,
Part 135. '
8514. ltanialDat:ioll o~ Jlillerltd.... Waaall &IUS ...-11 .a.ill......
To the fulle.t extent po..ible in the admini.tration of this
Agr.ement, Borrower agree. to provide opportunities for
minoritie.., wOJll8n and .111&11 bus in"... 1:0 participate in
procurement. Under, this 'Agreement. . '
8515. CaDt:l.oD..
The .ection heading. appearing herein .hall not be deemed to
govern, limit, modify or in any way affect the .cope, mean-
ing or intent of the.e conditioft8. .
851' .
Ill~~.at. o~ ~cral .7u4aaall't.
o~
Should any covenant, condition or provi.ion h.rein contained
be held to be invalid by final judgment in any court of COJll-
patent juri.diction, the invalidity of .uch covenant, condi-'
tion or provi.ion shall not in any way affect any other co-
venant, condition or provision herein contained.
8517.
ehoia. e~ La. aO".r!lIIlG '1:111. &ar."mlt.. .
This Agreement Shall be governed by and COft8trued in accord-
anc. with the law. of the State of california.
8518. Prohibit-lOll or Lea.~ proc..allla..
The Borrow.r is prohibited frOJll uBing Grant funds rec.ived
under this Agreement, or funds r_l:l.aed ail a re.ult of th:l.s
Agr.ement, for the purpo.e of in.tituting legal proceedings
agaift8t the City or it. official repre.entative..
851.. .iaht:. and ....di...
In the event any party fail. to perform, in whole or in
part, any prOJlli.e, covenant, or agreement herein, or .hould
any representation 1II&de by it be untrue, any aggrieved party
1II&Y avail it.elf to all right. and remedie., at ~aw or
equity, in the court. of law. Said rights and r81lledies are
in addition totho.e provided for her.in.
8ECTION VI.
o EB'J.'IRE AGRBEMBII'l'.
.&01. Co.~l.t.. &ar....nt..
This Agree..nt contains the full and cOJllplete Agreement b.t-
n
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8HALL BU8nrB88 LOU _UBIIDl'l
IDB-J'inaDa.d
o pa;. -20-
wean the two parti... No verbal agr._ant- or conver.ation
with any officer or IIIIIployee of iaither party lIball effect
or modify any of -the t.rma and condition. of th18
Agre_ent.
.'02. .....'h.r o~ It.a.. aJlt! A~t:.eba.Ilt:..
~i. Agr.-.nt i. ex.cut.d in three (3) duplicate ori;inal.,
.ach of which 18 deemed to b. an original. ~18 Agr._ent
includ.., Twenty One C2!....) pag.. and _
Two ( 2 ) attat!l\....nt. which
conatitute the entire under.tanding and agr._ent of the
parti_.
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8HALL BU8In88 LOU ....UBJIBft
IDB-l'iD_ee4
Opaqe -21-
XN WZTNESS WHEREOF, the City of San Bernardino and thee
Borrower have cau.ed this Aqre_ent to be executed by their duly
authorized represantatives on this day of
, 19_" -
AftB8TI
CIn 01' 8U B!lJlD1U)IJfO
CU}' Clerk
W. R. BOLCOJlB, KaYOR
Cit}' of 8_ BerDar4iDo
CCOUOBTIOB)
BY
Corporate Pre.i4eDt.
o~
AftB8TI
BY
COrporate .eeretar}'
Approve4 a. to fon
04 leqal ooDt_tl
CWUDe..)
Jalm8 1'. PI'-U
cit}' AttorD81'
BYI ~ n~
XJH/lab/0683
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anamr-ft I
"BID'LOYJIBft ~IOII 1'LaB'1
Booaoa!o DevelopaeDt: I'rogr_
JblplOJllent &cl1:iOD 1'1_
stat.ent of BoJ:J:o.er
BoJ:J:ower does hereby state that the fundla resulting from
the Loan Agreement entered into on behalf of the City of San
Bernardino (hereinafter "City") and BoJ:J:ower aball be uaed
solely for furthering the purpo.e of the Economic Development
PrOgram (EDP).
~e Purpose of EDP a.sistance is to benefit the low and
moderate inccme residants 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 BoJ:J:ower agree.
to comply with the following Employaent Action Plan:
BOJ:J:ower understands and agrees that in order to deter-
mine that said program purpose is being..t, an Annual
Employment Report shall be filed with the City. Borrower
understands that failure to ..et the objectives set forth in
this Employment Action Plan or failure to comply with the
requir_ents of filing the Annual Employment Report may
result in the entire outstanding balance of the loan plua
interest, being due upon written demand by the City, pursuant
to Section 302 of the Loan Agreement and thi. Statement.
KJH/lab/0254
Economic Developlllent Program
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&ftA...--.-'l %%
DlSUJlUCB UQ1J%RBIlBIl'rS
(In.tructions :for compl.ting, .x.cuting and .ubmitting Evidence of
Insuranc. to ~. City of San Bernardino.)
In.ur.d:
(Contractor, Le...., Pemi tt.., Borrow.r, Etc.)
Agr.em.ntjRef.rence No.
Dat.:
A. %NS1JUD
1.
'1'0 .xpedit. COIIIpl.tion of the insurance r.quirem.nts, pl.a..
give your insurance agent or broker a copy of the Insurance
Requirement. Sbe.t along with th... instruction. and en-
dorsem.nt foZ'lll8.
If your agr.ement r.quir.. Workers' Compensation cov.rag.
and you bav. been authoriz.d by the stat. of california to
Self-insure Worker.' Compensation, then a copy of the
c.rtificate from the stat. consentilllJ to ..If-insurance will
..et the evidence requirements.
All qu..tion. relating to in.uranc. abould be direct.d to
the person or office r..pons1bl.for your contract, lea.e,
p.mit, or other agr.ement. (S.e it__ t and 10 below.)
B. InUJlUCB UD'I oa BRODa
o~
3.
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2.
1. Acc.ptabl. Evidence - 1'b. appropriate city Special Bndor.e-
menta are th. pr.f.rred. fom of evidence. No modifications
to the fom are permitted.. Alt.rnativ.ly, certified. copies
of the full policy containing a44itionsl insured. and thirty
(30) day canc.llation notice language will be accepted.
subject to review by the City Attorney. C.rtificates,
Verification., Memoranda of In.urance and oth.r non-binding
document. submitted along are not acceptable a. .videnc. of
in.urance. Binders are acceptable a. interim evidence until
policies are availabl..
2. MUltiple Polici.. -- Mor. than on. (1) in.urance policy may
be r.quired. to comply with the in.uranc. r.quirement..
Endor.ement foZ'1118 appropriate to your in.ur.d'. agreement,
contract, lea.. or permit bave been provided..
3. Signature -- Plea.e bave an authorized r.presentative of the
insuranc. company manually .ign completed endorsement forms.
Signatur.. must be original. a. the City Attorney will not
accept facsimile (rubber stamp, photocopy, .tc.) or ini-
tialed signatures.
1
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. . IlIsURUcB UQUIR.)I1I!N..~
attachaent %% continued...
opage -2-
4. underwriter -- The name and address of the insurance company
underwritiDg the coverage II11st be noted on the endorsement
fona. In the ca.e of syndicates or su]:)scription policies,
indicate lead underwriters or lI&Da9ing a9ent and attach a
sche4ule of su]:)scribers, including their percent participa-
tion.
5. DoCUJllent Raferenee - Include reference to either the
specific C:ity agreaent (bid, contract, lease, etc.) or
indicate that all such agre_ente are covered.
c. %IISURUCB UQUJ'ItWll1l1l1'fS
o ~ 3.
o
1.
C:overage and Limits -- The coverages and limits for each
type of insurance are specifie4 on the insurance requi~t
sheet. When coverage is on a sche4ule4 basis, a separate
sheet may be attache4 to the endors_ent listing such
sche4ule4 locations, vshicl.., etc., so covere4.
Excess Insurance -- Bndors~ts to excess poU.cies will be
required when primary insurance is insufficient to comply
with the requir~ts.
Additional Pages - If t:here is insufficient space on the
reverse side of the fora to note pertinent inforaation, such
as inClusions, exclusions or specific provisions, etc.,
attach separate sheets and note this on the endors_ent
fona.
2.
4.
Person to C:ontact -- C:omplete4 endors_ents, correspondence
and questions relating to the required insurance are to be
directe4 to the following representativ..:
'l'echnical Assistance -- IlIIproperly complete4 endors_ente
will ba returned to your insure4 for correction.
Delay in submitting properly completed endors_ent forms may
delay your insured's intended occupancy or operation.
Renewals -- For extensions or renewals of insurance policies
which have the C:ity's endorsement fona(s) attache4, we will
accept a renewal endors_ent or a certificate (with an
original signature) a. evidence of continued coverage if it
includes the stat_ent that the insurance protection
afforded the C:ity of San Bernardino has been renewe4 under
the SIUllS terms and conditions as previously approve4.
5.
6.
7.
2
. . . (:)
. IHSVUJlCB UQUI1t.v~",,_..
AttaoJuaeDt %1 CODtiDU.4...
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DIIB
AGUBJQDlT/UJ'DUD1CB . JlUJlBD
DAD
The following coverages noted with an .X. are required with the
Combined Slnqle Limits (CSL) as noted on the right. Unless written
exception is allowed by Risk Mana9lllent. All coverages aust add the
City as additional insured.
Lbdb
Worker's Compensation
Statutory
Employers Liability
( )
S 100..000
. CClIIIIIercial
. General Liability
( ) Broad FOrJll Property Dallage
( ) Personal Injury
( ) Broad FOrJll Liability Endorsement
( ) Fire Le9al Liability
( ) Garaqueepers Le9al Liability
( ) OWned Automobil..
( ) Nonowned Automobil..
( ) Hired Automobil..
( )
Automobile Liability (if auto is ued for
this contract.)
Professional Liability (if applicable)
Property Insurance
11.000.000
o~
$
tl.0DO.OOO
lot valnA of
buildina
(COntents at
loot of
value)
( ) Extended Coverage
( ) Vandalism and Maliciou Mischief
( ) Busines. Interruption (gO days miniaun)
$
(All fixed
costs plus
payroll)
$
( ) Crime (inside and outside)
( ) Sprinkler Leakage
( ) Other
o
3
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%K8UDBCB JlBQV:Z:.l'u.... J
Attaclul_~ U COJlUJlu"4...
Opaq. -c-
Inland Marinel $
(total cost of 900ds in transit at any on. till.)
CODIIIleDU:
flab
0255
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