HomeMy WebLinkAboutR04-Economic Development Agency
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.DEVELOPIIDT DEPARlh.uU: OF TBB
CITY OF SO BERlWlDIBO
UOOBST FOK COMMISSIOR/CII1JRCIL ACTIOR
From:
ICEMlETB J. HEBDERSON
Executive Director
Subject: APPKOVAL OF A SIW.L
BUSIIESS LOAlI J....."""IIUU FOR
CUSTOM WI1UlOW rurDG
Date:
AUiUSt 5, 1991
S:JJlOpsis of Previous C~saionlCoUllcil/C~ttee Action:
On July 25, 1991, the Economic Development Program COIIIIIIittee took an
action recOIIIIIIending approval to the Mayor and COIIIIIIon Council of the
small business loan request submitted by Custom Window Tinting.
Keccmal!ll4ed Motion:
(Navar 1n'I" c......... Cmmeil \
RESOLUTION OF TBB MAYOR AND COMMON COUNCIL OF TBB CIn OF SAN
BEIllWlDIRO AUTHORIZING TBB EXECUTION OF A SMALL BUSIRESS LOAN AGREEMEnT
BETWEEN TBB CIn OF SAN BEIllWlDIRO AND CUSTOM WINDOW rInTING, INC.
-=7S
.....h'iatr.tor
~OR
Executive Dinc or
Cont.ct Person(s): Xen Henderson/Doris Daniels
Phone:
5081
Project Area(s):
Ward(s):
Second (2)
Uotown
Supporting Data Attached:
Staff Renort: Resolution: Aareement
FUNDING REQUIREMEnTS:
Amount: *50.000.00
EDP Loan Fund
Source:
Budget Authority:
C~aaionlCoUllcil Notes:
XJH:NN:tnt:0082F
COMMISSION AGENDA
Meeting D.te: 08/05/91
Agl!II4a Item No: ~
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DEVILOPMBKT DEPh.Ll'm1'lL
STAFF REPORT
Custom Window TintiDll.
Deserintion. of COlllrulllv
Custom Window Tinting is structured as a partnership for the purpose of
providing a tinting service for offices, houses and bu8ineases. Mr. Ben
Cho is the principal in the business and the general partner. Be has
been the owner/manager of the business operation aince Rovember, 1989.
Prior to current ownership, the company was in operation for aeven (7)
years. Under current ownership, the company has been in operation for
thirteen (13) months.
Mr. Cho (current owner) has a Master's Degree in Business Administration
and has auccessfully owned and operated two (2) previous businesses,
both in the "food" industry. Many of the same business skilla used in
operating his prior two businesses are applicable to achieving success
in his current venture. In addition, Mr. Cho haa retained key employees
of the previous operation to perform installation of window tinting
materials. Some mechanical skills, along with technical knowledge of
the product, are required in ita installation.
The services of the company are marketed throughout the Inland Empire
through newspaper adverti8ing and networking with repair shops and suto
dealerships. Market demand aeems to be favorable as can be judged from
the increase in Iross receipts. Weather conditions, increased awareness
of the dangers of ultraviolet rays from sunlight, and product aesthetics
add to the product/services marketability. In addition, the business is
well located to sttract the attention of vehicular traffic along
Mountain View and Baseline Streets. The averale daily traffic volume
along Baseline Street is 20,000 to 30,000 vehicles.
The business carries an adequate inventory of tint films and auto seat
covers. Other auto accessories will be added as demand rises. The
building features an office, a larage and four (4) service bays of Which
three (3) are useable. There are currently plans to develop a
janitorial service for occupation of the currently unused larage space.
Generally the facilities are clean and employee attitudes seem very good.
Amount and Pumose of Loan
Custom Window Tinting is requesting a loan in the amount of $50,000.00
for the purpose of land/building improvements and working capital.
A total of thirty thousand dollars ($30,000.00) will be used for
business expansion ($15,000.00) and remodeling of existing property and
structure ($15,000.00).
XJH:RR:tnt:0082F
COJIfiSSIOR M3Rf1A
Meeting Date: 08/05/1991
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DEVELOPMDr DBP~,[ STAFF llBPORr
Custom WiDdov TintiD&
July 30, 1991
Page -2-
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An additionsl $20,000.00 is being sought for working capital for the
purpose of purchasing inventory and advertising.
Rate and Term of Loan
The loan in the amount of $50,000.00 will be amortized over a period of
six (6) years at an interest rate of eight (81') percent. Yearly payment
of $10,519.92 includes interest and principal amounts.
Collateral
The loan will be collateralized by the business's real estate property
currently valued at $154,500.00. This property is free and clear of all
1iena. Personal real estate property is also available for
consideration, as follows:
a) Property Value: $154,500.00
b) Type of Property: Business
c) Mortgll&e Ba)."ce: Zero
d) Property Value: ~fi!i!i.OOO_OO
0 e) Type of Property: Persoual/Residential
f) IIortgll&e Balance: $145,743.71
.lob Creation
The owner does not propose to create any future jobs.
This loan should be approved on the condition that no less than five (5)
jobs be created over a mutually agreed period not to exceed five (5)
years.
lZef!"",,.,..dation
The Economic Development Program Committee (EDPC) has reviewed and
evaluated this request for financial assistance. The Committee has
taken an action recoDlDending approval of this loan application to the
Mayor and CODlDon Council.
Staff recommends adoption of the attached Resolution.
U1'IlUO~~OIf' Bzecutive Director
Development Departllent
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ClIIMISSIOIf AGElIDA
ReetiD& Date: 08/05/1991
KJH:NN:tnt:0082F
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2 DSOLUTIOB OF TJIB MAYOR AIm COIMOB COUBCIL OF TJIB CITY OF SAlt
1l_&1m1BO AImlOIUZIIIG AIm DIRBC'rIlIG TJIB BDcmIOB OF A SJW.L BUSIBBSS LOAB
3 AmI...."Wo; BtmrAAn TJIB CITY OF SAlt BJWWtDIBO AIm CUS'lOll WIJIDOW 'nUJ.aG.
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RBSOImIOB BOMBIR
BE IT DSOLVED BY TJIB MAYOR AIm COIIIIlB CODCIL OF TJIB CITY OF SAlt
JJJlV1Il1InIBO AS FOLLOWS:
SEC'rIOB 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
CUSTOM wnmow nBTIIIG, which loan agreement is attached hereto as Exhibit
"1" and is incorporated herein by reference as though fully set forth at
length. The Agreement provides for the loaning of f1D1ds from the Small
Business Loan program in the am01D1t of *50.000.00.
SEC'rIOW 2.
The authorizations to execute the above referenced Agreement are
rescinded if the parties to the agreement fail to execute same within sixty
(60) days of the paasage of this Resolution.
1/1/
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lab:0063E
08/05/1991
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8 ESTRADA
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RESOLUTIOR ~IRG MAYOR TO EXECUTE A SJW.L QRESS LOAR
AliKUI'mB~ WITB CUSTOM WIRDOW TIRrIRG.
I HEREBY CERrIFY that the foregoing resolution was duly adopted by
the Mayor and CODDllon Council of the City of San Bernardino at a Re2u1ar
meeting thereof, held on the fiID day of AU2ust, 1991, by the following vote
to wit:
C01IlICIL I'mI'IISERS
mI
BAYES
A R..tt'rA TW
ABSEBT
REILLY
BE1l1WQ)EZ
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. PENMAR,
City Attorney
BY:~~
1ab:0063E
08/05/1991
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EXHIBIT "I"
CITY 01' SAIl BIlIUfARDIRO
COMNtJRITY DIlVIlLOPDRT DIlPARTJIIlRT
"Ilconolllic Develop.ent proqr....
(IDB-:rinancec!)
BORROWER:
Custom Window Tinting
PROJECT TITLE: Land/Building Improvements and Working Capital
PROJECT ADtQtESS: 198 West Baseline Street
San Bernardino, California 92410
LOAN IS RtJMBER
DEPARTMENT CONTRACTS.
OF COMMORITY DEVELOPMENT
KJH/lab/0256
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seotion
WlftR"'_r
SECTION I
8101.
8102.
8103.
8104.
8105.
SECTION II
8201.
8202.
8203.
8204.
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TaBLE 01'
~~I1%I.I1%1.
(IDB-l'inaJloec!)
Title
JlDTIES, 'l'B1UI8, COBDITIONS JlUCIlDBB'l'
UD IBDEnBDBB'l' SD'1'1JS
Parties to t:he Agreement
Representative. of t:he Parties and
8ervice of Notices
Term of t:his Agreement
Conditions Precedent
Independent Contractor Status of
t:he Borrower
JIVRIlOSE 01' ACJRBBJIBB'l' UD J.OU, I.OU
'l'B1UI8, UD JIROJaSSORY BO'1'B
Purpose of t:he Agreement
Purpose of t:he Loan
Terms of t:he Loan
Promissory Note
SECTION III UJlJtBSBBDTIONS UD COvUIAIITS 01'
BOR1lO1lBR, UD DEI'AUI.'l'
8301.
8302.
8303.
Representations of t:he Borrower
Covenants of t:he Borrower
Default
SECTION IV UPORTS, UCORDS UD AUDITS
8401.
8402.
8403.
S404.
Reporting Requirements
Maintenance of Records
Audits and Inspections
Validity of .Financial Documentation
Submissions
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s.ctioD
Vlttllh.r
8405.
8406.
SZCTIOJl V
8501.
8502.
8~03.
8504.
8505.
8506.
8507.
8508.
8509.
8510.
8511.
8512.
S513.
S514.
S515.
S516.
S517.
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'lULl: 01' CO.'.\'IUI'J!S (CODt...)
(IDB-l'iDaDc.4 A~r.".Dt)
'l'lt:l.
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Rel.a.e of Funds from E.crow
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12
Reconveyance Fee
GDIIlUI. DlUI8 AJID COJIDI'lIOJlS
Indemnification and In.urance
Requirements
Prohibition Again.t As.ignment
Limitation of Corporate Acts
Amendment. and Waiver.
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Compliance with statutes and
Regulations
Conflict of Int.re.t
15
1"6
Political Activity Prohibited
Lobbying Prohibited 16
Installation of Pinancial Assi.tance 17
Sign
Pr... Rel.a... 17
Di.crimination Prohibited 17
Nondiscrimination, Equal EmplOYment 17
Practices, and Affirmative Action Plan
Employment Opportuniti.s for Business 17
and Lower Income Per.on.
Participation of Minoritie., Women and 19
Small Bu.in....s
Caption. 19
Effect of Legal Judgment 19
Choice of Law Governing this Agreement
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8.ction
."..h.r
S518.
S519.
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TABU 01' COftBft8 (Continu.d...)
(IDB-FinaDc.d Aqr....nt)
Tit1.
Prohibition of Legal Proceedings
Rights and R_edie.
8ECTION VI BHTIRB AGRBBKBft
S601.
S602.
KJH/lab/0257
Complete Agre_ent
Number of Page. and Attachments
Execution (Signature) Page
A'lT).t!WM1I!l"1'8
Attachment I -- Employment Action Plan
Attachment II -- Insurance Requir_ents
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AGUBIIDIT JlUllBBR
(IDB-J'iDlUlce4)
BETWEEN '1'HE CITY OF SAN BERNARDINO AND '1'HE
Custom Window Tinting
Land/BuildinR Improvements and Working Capital
(RELATING '1'0) '1'HE
PROJECT
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THIS AGREEMENT is _de and entered into by and betwean the
city of San Bernardino, a municipal corporation, hereinafter call
"City", and r.lI"~r ~ndOW Tintin2
hereinafter calle e "Borrower".
,
][X7J1a..a7J1
WHEREAS, the City has entered into a Grant Agreemant with
Othe united States Department of Housing an4 Urban Development,
. hereinafter called the Grantor, pursuant to Title I of the Housing
and community Development Act of 1974, as amended, hereinafter
referred to as HCDA, to address the cODlllunity development needs of
the City; and
WHEREAS, the CODIIIunity Development Department, hereinafter
called the "COD", has been designated by the City to provide for
proper planning, coordination and administration of the City's pro-
grams as described in the City'S Grant Agre_ent with the Grantor,
and of certain projects funded by the city; and
WHEREAS, the COD cooperates with private individuals and
organizations, other agencies of the City and agencies of other
governmental jurisdictions in carrying out certain functions and
programs which are its responsibility; and
WHEREAS, the Small Busine.s Revolving Loan Fund program has
been established by the City as part of a City of San Bernardino
Economic Development Program ("EDP"), and has been approved by the
San Bernardino Mayor and CODIIIon 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: .
LOU ~BHD1T
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SMALL BtlSZHJ:SS
ZDB-J'iD&Doed
pa;e -2-
o SBC'1'ZON %.
P~'l':IES. '1'BRJI. t!ORD:I'1'%OIUl PlU!:C!ZDDI'J!I. um %IIDBPDJDBft S'rA'1'DB
8101. Pant.. ~o ~h. Acfr....Il~.
8102.
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The parties to this Agreement are:
1)
The city of San Bernardino, a lIunicipal corporation,
having its principal office at 300 North "D" Street, San
Bernardino, California 92418.
2)
The Borrower, Custom Window Tinting ,
having its principal address at 198 West Baseline Street.
San Bernardino. California 92410 .
..Dr...Ilt:a~lv.. of! 'the JlJani.. ana ..rvia. or Bot;:l.a...
The representatives of the respective parties who are
authorized to administer this Agre..ent and to whom formal
notices, d..ands and cOllllunicationa shall be given are as
follows:
1) The representative of the City shall be, unless other-
wise stated in the Agre..ent:
Ib:. JteDDeth J. BeDdereoD, Direotor
COIIIIUDi t7 Developant DeputaeDt
SOO North "1)11 8treet, J'ifth I'loor
Sn .erzaar4iDO, em 12411-0001
2) The representative of the Borrower shall be:
Hr. Chi Hwan Cho
Hr. Charles Hun2 S. Cho
3) Formal notices, demands and cOllllunications to be given
hereunder by either party shall be made in writing and
lIay be effected by personal delivery or by registered or
certified lIail, postage prepaid, return receipt reques-
t.d and shall be deemed cOlDllunicated as of the date of
mailing.
4) If the nalle of the person deaignated to receive the
notices, demands or cOllllunications 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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LOU lwaBBlCB1lT
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SMALL BUSXUSS
XDB-Jlilluoe4
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8103. ~.rm o~ ~hi. Aar....ft~.
'1'his Agreement shall remain in full force and effect frOJll
the date of execution by Borrower of the PrOJllissory Note,
until such time as said PrOJllissory Note is paid according to
its tU1llB, subject to the provisions of S303 herein.
8104. COB4i~ioft. >>r.a.4.ft~.
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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 writing an Affirmative
Action Progrem Plan in accordance with Section 512 herein.
B. In the event that Borrower is a corporation, then prior to
the execution of this Agreement, the Borrower shall provide
the City with copies of the following documents:
1) Borrower's Articles of Incorporation, and all emendments
thereto, as filed with the Secretary of State.
2) Borrower's By-Laws, and all ..endments 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 certifiecl,
which specify the nUle(s) of the person(s) authorizecl to
obligate the Borrower and execute contractual documents.
4) Certificate of Gooc! Standinq frOJll California Secretary
of State.
C.
In the event that Borrower is a partnership, then prior to
the execution of this Agreement, the Borrower shall provide
the city with copies of the Borrower's Partnership Agree-
ment, and evidence of filinq thereof with appropriate filing
official.
D.
In the event the Borrower is an individual doing business
under fictitious nUle, a copy of the Fictitious NUle State-
ment and evidence of the proper filinq thereof.
Xft4.D.D4.B~ eon~r.a~or 8~.~u. o~ ~h. Borro..r.
'1'he partie. agree that the Borrower is an independent con-
tractor and that no employees of the Borrower have been,
are, or shall be employees of the City by virtue of this
Agreement, and the Borrower shall so inform each employee
organization and each employee who is hired or retained by
it.
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SMALL BUSXOSS
XDB-PlnaDce4
1'age -4-
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LOAM A..UBJlBBT
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SBC'l'XON U.
JlUllPOSB 01' AGRBmonr.r MID LOAM. LOAM '1'BRMS. MID PROMXSSORY lID'1'B
8201. horDo.. of 'the Acrr....Il't.
The purpose of 'this Agreement is to provide Fifty Thousand
______________________________________________________-------- EM)~
($ 50,000.00 ) of EDP funda to be loaned by 'the C1ty to 'the
Borrower, hereinafter called 'the "Loan", for 'the purpose and
under 'the terms and conditions set forth herein. ,
8202. PIlrao.. of 'the Lollll.
The purpose of 'the Loan is to provide financial assistance
to enable 'the Borrower to:
Land/Building Improvements and Working Capital
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8203. tJ'ara. of 'the Loall.
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A. The City agrees to lend the Borrower, and 'the Borrower
agrees to borrow from 'the city an _ount not to exceed
Fifty Thousand and ___________u_OlT/ioo DOLLARS, ($ 50,000.00 ),
such transact10n here1nafter referred to as 'the "Loan". The
Loan is to be evidenced by, and made against delivery of a
Promissory Note executed by 'the Borrower, hereinafter called
'the "Note" and by 'this reference incorporated herein.
B. The Note shall (i) be dated as of 'the closing, (11) bear
interest on 'the unpaid principal at 'the rate of Ehht Percent
( 8~ ) per annUJII, (11i) be for a term of Six
(6 ) years, and (d) provide for payment of the pr1ncipal
_ount 'thereof and the interest 'thereon in Seventy - Two
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SHALL B08I088 J,OU aDD'1'
IDB-FiDaDOe4
page -5-
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( 72 ) equal monthly installments of $876.66
Ei2ht Hundred Seventy Six and 66/XX IX)~
($ 876.66 ), each including principal and interest, and
continuing until said principal and interest are paid in
full.
C. Each monthly installment shall be applied first to the
paYJllent of int.rut th.n accru.d to the date the payment is
rec.ived, and the balanc., if any, to the reduction of the
principal.
S20C. Proal.aorv .o~..
A. Theobl1gation of the City to malte the Loan is subject to
r.ceipt by the City of the Not. and, at the City'S sol.
discr.tion, to the following additional conditions prece-
dent:
1) Th. r.pr.s.ntations and warranties made h.rein by the
Borrower shall be true and corr.ct at the time of
consid.ration by the Hayor and COIIIJIIon Council of the
City of San Bernardino with the sam. eff.ct as though
mad. at the closing.
2) Receipt by the City frOll the Borrow.r of all ex.cut.d
docum.nts in conn.ction with this Agr....nt; satisfac-
tory in form and substance to the City.
3) If matching funds constitut. a part of this Agr....nt,
then Borrow.r shall obtain matching funds in an amount
.qual to the amount of this loan and, as required by the
City, deposit said matching funds into an account with
N/A . Escrow Agency.
") The City and the Borrow.r have mutually agreed to the
terms and condi tiClns as set forth in the Employment
Action Plan, which is attached h.r.to as Attachment I
and by this reference is incorporated herein.
B. The Note is to be secured as follows:
Business real estate property currently valued at one hundred
thirty eight thousand ($138,000.00>.
C. Borrower shall have the right, without penalty, to prepay
the Note together with the accru.d int.rest thereon as of
the date of such prepayment.
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SHALL BU8IIIB88 LOU ~BHBBT
IDB-l'iDaJlce4
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D. The Borrower acknowledges and agrees that the amount being
provided under this loan ahall be for a total of
Fifty Thousand and 00/100 [K)~,
($ 50,000.00 ), and that no additional funda to cover addi-
tional projects costs, anticipated or unanticipated, incur-
red as a re.ult of cost overruns or expenses in financing
this project, are available under this Agreement.
8BC'l'IOB %II.
UPU8m1'1'&'1':r01l8 SIft) mv.4ft. OY 1I01lRODR. atm DD&m.'l'
8301. R.~r...ft~.~ioft. or ~h. lIorrov.r.
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'1'0 induce City to enter into this Agreement, Borrower cove-
nants and represents to city that:
1) The execution, delivery and performance of the Bote and
this Agre_ant by Borrower have been duly authorized by
Borrower. This Agre_ent constitutes a legal, valid and
binding obligation of Borrower, enforceable in accord-
ance with its terms. The execution and delivery of this
Agreement and the note, and consummation of the transac- -
tions herein contUlplated, will not conflict with, or
result in a breach of, any of the terllB, provisions or
conditions of any indenture, contract, instrument or
agre_ent, including any partnerahip agreement, to which
Borrower or any of its officers is a party. Bo appro-
val, consent or authorization of any governmental
authority is necessary for the execution, deliVery or
performance by the Borrower of this Agreement or of any
of the terlllll and conditions.
2) Borrower has good and 1D&rketable title to the real pro-
perty identified in 8204B of this Agreement, located at
198 w~ Baseline street! San Bernardino, California 92410, 8an
Berna ino, Californ a, and it is free and clear from
all liens except as set forth herein: None
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3) Borrower is in compliance with all applicable statutes,
laws, regulation., and executive orders of the United
states of America and all states, foreign countries,
other governmental bodies and agencies having juriSdic-
tion over its business or properties, including (without
limitation) all tax laws and Borrower has not received
notice of any violation of such statutes, laws, regula-
tions or orders which have not been remedied prior to
the date of this Agreement. Borrower possesses all
license., tradenames, trademarks, and permits as are
required for conduct of its business without conflict
with the rights of others.
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8MALL BU8%D88 LOU AGltBBMIlllT
O%J)B-FiDaDCe4
page -7-
D. There is not pending or threatened againat Borrower, or any
of its officers, any actions, .uit., proceedings or investi-
gation. at law or in equity or before or by any federal,
state, municipal or governmental department, COIIIJDission,
board, bureau, agency or instrumentality which, if deter-
mined adver.ely, would be likely to have a materially ad-
verse effect on the business or properties of Borrower.
E. Each and every financial statement, document and record
delivered by Borrower to the City in connection with this
Agreement and the proposed transaction hereunder i. a true
and complete copy of said financial statement, document or
record, and fairly and accurately reflect. the information
it purports to portray. There has been no change in the
condition, financial or otherwi.e, of Borrower as .hown in
- the financial .tatement. dated March 31 1991 ,
except changes in the ordinary course ol busine.., none of
which, individually or in the aggregate, has been materially
adverse.
8302.
A44i~ioft.l e09.ft.ft~. D~ ~h. Borrov.r.
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Borrower covenants and agree. that, frOlll the date hereof,
until payment in full on the Note and the interest thereon,
that it will:
1) Pay the principal and interest on the Note according to
its terms.
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2) Pay any other amounts that may be due or becOllle due and
owing to the City under or pursuant to the terms of this
Agreement or the Note.
3) Execute and deliver all instrument., and perform .uch
acts, as the City may reasonably deem necessary or de-
sireable to confirm and secure to the City all rights
and remedies 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
Agreement or that would, with notice, or lapse of time
or both, constitute an Event of Default under this
Agreement. Notice shall specify the nature of such
Event of Default.
o
SHALL BOURESS LOU ~C6BJIDIT
ZDB-:riDuoe4
page -8-
o
o~
o
Not en~r into any agreement or other commitment the
performance of which would con.titute a br_ch of any of
the covenant. contain.d in thi. Agr.em.nt.
U.e the Loan proceedS only for the purpos.. .tated in
thi. Agr.ement and for no oth.r purpo.. or purpo.es.
Observe all applicabl. f.deral, .tate and local statutes
and regulations as well as city of San Bemardino Ordi-
nance. a. further defin.d and ..t forth in S.ction 505
of this Agreement.
Xn th. event that Borrow.r i. a corporation, then Bor-
rower shall do or cau.. to be done all thing. necessary
to pr..erve and k.ep in full forc. and effect its corpo-
rate exist.nce, rights and franchi....
10) Not violate any law., ordinance., governmental rule. or
regulations to which it is .ubject and not fail to ob-
tain any licen..., permit., franchi._ or oth.r govem-
mental authorization nece..ary to conduct it. busine.s,
which violation or failure to obtain might have a mat.-
rial adverse effect on the bu.ines.,pro.pect., profits
or condition (financial or otherwi..) of Borrower.
6)
7)
8)
9)
11) Submit an Annual Employment Report on or before the fif-
teenth (15th) day of June for the y_r(.) 1991
. The Annual Employaent Report shall de-
tall Borrower'. cOlllpliance with the Employaent Action
Plan, AttachJDent Z attached hereto and by thi. reference
incorporated herein, for the preceding twelve (12) month
period.
12) Maintain adequate in.urance with rs.pect to the col-
lateral and the (proprietorship, partnership or cor-
porate) busine.s which i. the .ubject of thi. Agreement,
with reputable in.urance companie.. The Borrower .hall
maintain insurance in such UlOunts and against such
risks a. is customary with cOlllpanies in the .Ule or
similar busine.s; in addition, .aid insurance cover-
ages(s) shall be in accordance with the general insur-
ance provisions of this Agreementa. .pecified in
S501(B)(5), including fire, hazard and general compre-
hensive liability insurance, worker'. compensation, con-
.truction/rehabilitation liability, to protect .uch bus
ines. and all property .ecuring the City'. loan. Said
insurance shall be maintained throughout the term of
this loan. The City shall be nUled as an additional
insured, and the pOlicy or pOlicies shall not be subject
to cancellation, reduction or nonrenewal without thirty
(30) days prior written notification to the City Attor-
ney by certified mail.
o
LOU ...UBIIBlIT
o
(
8HALL B08XIIB88
XDB-FiDaIlc.4
P.g. -,-
o
13)
Pay all indebten... and obligations pr01llptly in aocord-
anc. with normal t.rms and pr01llptly pay .nd di.charg. or
oau.. to paid and di.charged .11 tax.., ........nts and
governm.ntal charg.. or l.vi.. imposed upon it or upon
its inc01ll8 and profits or upon any of its property,
r.al, personal or .ixed, or upon any part th.r.of, re-
spectiv.ly, before the same .hall beOO1lle in default.
8303. Def.ult.
o~
o
A.
Th. .ntire unpaid principal of the Note, and inter.st then
aocrued thereon, .hall beC01ll8 and be forthwith due and pay-
able upon written demand by the City or the City's assign.,
without any other notice or demand of any kind or any pre-
sentment or prot..t, if anyone of the following events
(her.in call.d an MEvent of DefaultM) shall occur and be
continuing at the ti.. of such demand, whether vOluntarily
l;)r invOluntarily, or, without li.itation, occurring or
brought about by operation of law or pursuant to or in
c01llplianoe with any judgment, d.cree or order of any court
of any order, rule or regulation or any governmentsl body,
provid.d however that .uch .ua shall not be payable if .
Borrow.r'. payments have be.n expr_sly extend.d by the City
or the City's assign.. MEvent. of DefaultM lIhall include:
1) Payment of any installment of principal or interest on
the Note i. not paid when due and such paym.nt remains
unpaid for thirty (30) day..
2) Borrower fail. to pay when due, or declared due, the
obligation. .ecured under this Agr.ement.
3) Borrower fail. to perform or OO1IIply with any terms,
conditions, or covenants as provided in this Agreement
or in any ins'trumen'ts securing or related to this Agr.e-
..n't.
4) If any repr.sen'tation or warranty made by the Borrower
in this Agr.ement shall prove to be untrue in any mate-
rial respect, or if any report, financial sta'tement or
financial schedule or other instrument d.livered under
or pursuant to this Agr....n't or the transaction. con-
templat.d herein, to the Ci'ty or to any other hold.r of
the Note lIhall prove to be untrue in any material re-
spect as of the date as of which made.
S) A court .nters a decr.e or order for relief in respec't
of the Borrower in an involuntary ca.e und.r any appli-
cable bankruptcy, insolvency or oth.r similar law now or
hereaf'ter in eff.ct, or appoints a receiv.r, liquidator,
assignee, custodian, trus't.., ..questr.ator (or similar
Official) of the Borrow.r or for any substantial part of
l>MALL BUS:INBSS
:lDB-Fin_ced
page -10-
o
o~
LOAN ~ QEJlENT
"-
o
its property, or orders the winding up or liquidation of
its affairs and such decree or order remaina unatayed
and in effect for a period of sixty (60) conaecutiv~
days.
The occurrence (i) of Borrower' s becoming insolvent or
bankrupt, or ceasing, being unable, or admitting in
writing its inability to pay its debts as they mature,
or making a general assignment for the benefit of, or
entering into any composition. or arrangement with credi-
tors; (ii) of proceedings for the appointment of a re-
ceiver, trustee or liquidator of Debtor, or of a sub-
stantial part of its assets, being authorized or insti-
tuted by or against it; or (iii) of proceedings under
any bankruptcy, reorganization, readjustment of debt,
insolvency, dissolution, liquidation or other sailar
law of any juriSdiction being authorized or inatituted
by or against the Borrower.
A cessation or substantial reduction of operationa 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 ..ployaent
and economic benefits for the area in which the business
is located.
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 encumbrance 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.
6)
7)
8)
B. :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.
S!:C'1':lON XV.
REPORTS. RECORDS urn atmy'.rs
Cf401.
A.
R.aor~ifta R.auir".D~..
At such times and in suCh forms as the City may require,
there shall be furnished to the City such statements,
.0
8MALL B081D88 LOD ....UBHBft ,
iDB-l'lnaDoec1
o palle -11-
records, reports, data and information as the City may
request pertaining to matters covered by this Agreement.
o
B. Borrower will provide its financial and accounting state-
ments to the City for the period ending JllIe..mb.... 31. 1991
and annually thereafter during term of this Agreement, but
not later than three (3) months following the expiration of
any suCh period, and at eaCh other time and in suCh form as
the city may prescribe.
.402. K.iD~.ft.fta. o~ ..aor4a.
04
A. Records, in their original form, shall be maintained in
accordance with the requirements prescribed by the Grantor
and the City with respect to all matters covered by this
Agreement. SuCh records shall be retained for a period of
six (6) years after termination of this Agreement and after
- all other pending matters are closed. "Pending Matters" in-
clude, but are not limited to, an audit, litigation, or
other actions involving records. The City may, at its dis-
cretion, take possession of and retain said records.
Records in their original form pertaining to matters covered-
by this Agreement Mall at all times be retained within the
City of San Bernardino, or some other location specifically
authorizing in writing by the Director of c01IlJIIunity Develop-
ment, unless authoriaation to remove them is granted in
writing by the City.
B.
.C03. Au41~. aa4 %ft.D.a~ioft..
o
A. At any time during normal business hours and as often as the
Grantor, the U.S. comptroller General, Auditor General of
the State of california or the City may d... necessary, the
Borrower shall _ke available to the City for examination,
all of its records with respect to all matters covered by
this Agreement. The City, Auditor General of the State of
California, Grantor, and the U.s. Comptroller General 8hall
have the authority to audit, examine and make excerpts or
transcripts from records, including all contracts, invoices,
materials, payrolls, records of personnel, conditions of
employment and other data relating to all matters covered by
this Agreement.
B. The City shall have the authority to make physical inspec-
tions and to require such physical safeguarding devices as
locks, alarms, safes, fire extinguish_rs, sprinkler system,
etc., to safeguard property and/or equipment funded Or secu-
red by this Agreement., Notwithstanding such inspection
authority, Borrower is soley responsible'for the provision
of security and for the safe guarding'of the business and
its property.
o
o
8MALL BU8ID88 LOU _UBMIlIIT
IDB-Fill&DO.d
o paq. -12-
8404. V.li4i~v or ~iDaDclal Doaum.D~a~iaD IIUbmi..ion..
8.05.
08",.0'.
Financial r.ports required to be prepared and submitted by
the Borrower to the City .hall be accurate and correct in
all respects.
..1.... or Pund. rram ..crav.
A.
All loan proc.eds shall be deposited into an e.crow account
with an e.crow cOlllpany designated by the City. Disbur.ement
of funds shall be jointly authorized by the Borrow.r and the
city. Each disbursement &hall be in accordance with 6202
"Purpose of the Loan" and shall be properly .upported by
invoices, vouchers, executed payrolls, time record. or other
documentation evidencing an expenditure and/or anc\1Dlbrance
of funds.
B.
The costs associated with the loan .uch as escrow fees,
credit reports (TRW), title reports, or other similar costs
.hall be delineated in the e.crow instructions and disbursed
frOlll the loan proc..ds upon opening of the ..crow account.
.aCOIlVaVIlllCa P..
In the event that real property i. us.d to .ecure this Loan,
then Borrower agrees to pay any co.ts incident to title re-
conveyanc., including, if applicabl., tru.t.... fee., attor-
ney fees, document preparation f..., r.cording f.es or any
other related .xpen....
BBeTIOR v.
a.DnL ~ZItMII Mm eoRl)~'1':ro..
8501.
o
:r1l4.mftiric.~iOIl aDd 71laurllllca R.auir".D~..
A.
Indemnification:
The Borrower undertakes and agrees to defend, indemnify and
hold harmless the City and any and all of the City'S offi-
cers, agents, employe.s, assign., and .ucc..sors in interest
from and against all suits and causes of action, claims,
cost of litigation, damage or liability of any nature what-
soever, for death or injury to any person, including Bor-
rower's employees and agents, or damage or destruction to
any property of either party hereto or third person. in any
manner arising by reason of or incident to the performance
of this Agreement on the part of the Borrower or subborrower
any tier whether or not contributed to by any act or ommis-
sion, active or passive, negligent or otherwise, except for
the sole negligence of the City, or the sole negligence of
any of the City'S officer., agent. or employees. City ap-
o
,0
SHALL BUSIIIBSS LOU ~..RBEJmJIT
II)B-l'iDaDoed
o Page -13-
OJ
o
proval of the Borrower's performance, or failure to object,
shall be no defenee to Borrower concerninq its undertakinq
herein to defend and indemnify City and others.
B. Insurance:
T.he Borrower shall provide and maintain at its own ex-
pense throuqhout the term of this Aqre..ent the insur-
ance requir..ents specified herein. Evidence of insur-
ance shall be submitted for approval by the City. T.he
city special endors..ent forma, referenced hereto and
incorporated by reference, are the preferred form of
evidence of insurance. Alternatively, Borrower may
submit two (2) certified copies of the full policy con-
taininq the appropriate cancellation notice lanquaqe and
additional insured/loss payee lanquaqe as specified.
No release of funds frOlll the Escrow Account shall be
made to the Borrower until such time as the Borrower has
complied with all insurance end bonding requir..ents
under this Agre_ent. T.he city's Additional Insured
Endors8llent form, or a form approved by the City, stat-
ing that the Borrower is so insured, IlU8t accompany any
demand for funds unless said form has been previously
submitted and approved by the City. (Certification of
insurance shall be procured, filed and approved in
strict cOlllpliance with City rules and requlations.)
3) With respect to the interests of the City, such insur-
ance shall not be cancelled, reduced in coverage or
limited or non-renewed, except after thirty (30) days
written noUce by receipted delivery has been given to
the Office of the City Attorney, City Ball, 300 North
RI)R Street, San Bernardino, CA 92418-0001. Policies of
insurance and fidelity bonds, except for policies cover-
inq Worker's COIIIpensation and Employees' and Volunteer's
owned and/or Leased Vshicles, shall name the City as an
Additional Insured and said endors_ents or other evi-
dence of insurance shall so indicate. Fidelity bonds
shall name the City as loss payee or additional insured.
In the event of any cancellation, non-renewal, reduction
or limitation of coverage, or notice that such will be
effected, City may, but is not required to, obtain insu-
rance to protect its interests, in which event the cost
thereof shall be reimbursed by Borrower forthwith. Any
failure to forthwith reimburse such expense shall con-
stitute an Event of Default.
1)
2)
4) T.he City reserves the right at any time during the term
of this Aqre..ent to chanqe the amounts and types of
insurance required hereunder by giying Borrower ninty
(90) days written notice.
o
o
SHALL BU8ID88 LOU _RBBHDr.r
IDB-J'iDaDce4
OPa;. -14-
8502.
8503.
o~
8504.
5. The Borrower ahall maintain minimum insurance coveraqes
prescribed in Attachment II of thb AlJreement, which by
this reference is incorporated herein.
Prohibi~ioD Aa.iD.~ ...iaBm.D~.
A.
The Borrower ahall not assiqn this AlJreement, nor assiqn or
transfer any interut or obliqation inthb .eemant (whe-
ther by assiqnment or novation) without prior written con-
sent of the city. No part of the property securing this
AlJreement shall be assiqned or transferred (except sales of
inventory in the ordinary course of business), nor ahall
such property be pledged, without the prior written consent
of City.
The Borrower shall not enter into any agreement with any
other party under which such other party ahall become the
recipient of claims due or to become due to the Borrower
from the City without prior written consent of the City.
B.
Li.i~.~ioD or eOrDor.~. Aa~..
In the event that Borrower is a corporation then the Bor-
rower shall not emend its Articles of IncorPOration or By-
Laws, move to dissolve, transfer any assets derived from
funds provided under this AlJreement, or take any other steps
which ..y materially affect its OPerations within the per-
formance of this .eement without first notifying the City
in writing. The Borrower shall notify the City immediately
in writing of any change in the Borrower's cOrPOrate name.
.a.m.Jl4m.Il~. an4 waiv.r..
This Agreement may not be changed or amended orally, and no
waiver hereunder may be oral, but any change or amendment
hereto or any waiver hereunder must be in writing and siqned
by the party or parties against whom such change, amendment,
or waiver is sought to be enforced.
8505. ComDliaJlce .i~h 8~.~u~.. aft4 R.aul.~ioD..
o
A. The 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,
the State of California, the County and City of San Bernar-
dino, including laws and regulations pertaining to labor,
wages, hours and other conditions of employment and the
City'S anti-discrimination provisions and Affirmative Action
Plan which by this reference is incorporated herein. 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 BVSXOSS LOU _DBIIBft
IDB-l'iD_ee4
o I'&qe -15-
Borrower covenants that the Davis-Bacon Act as amended, the
Contract Work Hours and Safety Standaress Act, and the Cope-
land "Anti-ltickback Act" shall be a part ot all construction
contracts awarded by the Borrower pursuant to this Agreament
and all subcontracts thereto.
o
850&. COIl~1iat o~ :tllterest..
A. The Borrower covenants that none of . its directors, Officers,
employees, or agents shall participate in selecting subcon-
tractors, or administering subcontracts 811PPorted (in whole
or in part) by federal funds where such person is a direc-
tor, officer, employee or agent of the subcontractor, or
where such person knows.or should have'known that:
1)
A m8lllber of such person I s i1Il1Ilediate family, or partner,
or organization has a financial interest in the subcon-
tract;
2)
The subcontractor is sOlleone with whOll such person has
negotiated or is negotiating any prospective employment,
or,
o~
3) The participation of such persons would be prohibited by
the Cali~ornia Political Re~orm Act, california Govern-
ment 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.
o
B. oeUni tions:
1) The term "i1Il1Ilediate family" inClUdes, but is not limited
to, those persona related by blood or 1IlIlrriage, such as
husband, wife, father, mother, brother, sister, son,
daughter, father-in-law, motherin-law, brother-in-law,
son-in-law and daughter-in-law.
2) The term "~inancial or other interest" includes, but is
not limited to:
(a) Any direct or indirect financial interest in the
specific contract, including a cODllllission or fee, a
share of the proceeds, pro~pect of a prOllotion 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 (5') or more of the stockl
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
governing body of a non-profit corporation for which
no salary is paid or other compensation.
.
SMALL BVSIOSB
IDB-l'iD&Dce.s
Page -1'-
o
0;, G.
B507.
OS508.
,0
IDU ....RBBMBlI'1'
o
C.
The Borrower further covenants that no' officer, .sirector,
employee or agent &ball solicit or accept gratuities, fa-
vors, or anything of monetary value, from an actual or po-
tential subcontractor, supplier, a party to a subagreement,
(or persoft8 who are otherwise in a position to benefit from
the actions of any officer, employee or agent).
D. The Borrower 8hall not subcontract with a former director,
officer, or employee within a one (1) year periOd following
the termination of the relatioft8hip between said person and
the Borrower.
E. Prior to Obtaining the city's approval of 'any su):)contract,
the Borrower &ball disclose to the City any relatioft8hip,
financial or otherwise, direct or indirect, of the Borrower
or any of its officers, directors or employees of their im-
mediate family with the proposed subcontractor and its offi-
.' cers, directors or employees.
F. For further clarification of the meaning of any of the terms
used herein, the parties agree that references Bhall be made
to the guidelines, rules and laws of the City of San Bernar-
dino, State of California, and federal regulations regarding
conflict of interut.
The Borrower warrants that it has not paid or given and will
not payor give to any third person any money or other con-
sideration for obtaining this Agreement.
H.
The Borrower covenants that no mem):)er, officer, employee of
Borrower shall have any interest, direct or indirect, in any
contract or subcontract of the proceeds thereof for work to
be performed in connection with this project during his/her
tenure as such employee, mem):)er or officer or for one (1)
year thereafter.
The Borrower &ball incorporate the foregoing subsections of
this .ection into every agreement that it enters into in
connection with this project and shall substitute the term
.Subcontractor" for the term "Borrower" and "Sub-contractor"
for .Subcontractor".
:I.
Poli~ia.l Ac~ivi~v Probibi~.4.
None of the funds, materials, property or services provided
directly or indirectly under this Agreement shall be used
for any partisan political activity, or'to further the elec-
tion or defeat of any candidate for public office.
Lohbvina Prohibi~.4.
None of the funds provided under this Agreement shall be
used for any purpose designed to support or defeat any pend-
ing legislation or administrative regulation.
o
o
. ,
8MALL BU8D1J!l88 LOU .....RBBIIBIIT
XDB-l'illaDoe4
o paqe -17-
850.. %D.~al1.~ioft o~ ~lft.Baial A..l.~.fta. 'laB.
'l'he Borrower ahall iNltall, or cause to be ilUltalled, for
public 4bplay upon the .project premises a 81gn, with design
approved by City, identifying the Borrower as receiving
financial assistance 1rom the city,' if such a siqn is re-
quested by the. Director of c01IIIIlunity Development Department.
8510. Pre.. ..1......
Xn all c01lllllUDicatiolUl with the press, television, radio or
any other _ans of COlllllUl1icating with the general c01lllllUDity,
the Borrower shall make specific reference to'the City of
San Bernardino c01IIIIlUDity Development Department as the spon-
soring agency of the project. .
-
8511.
ni.ari.ift.~loft Prohlhi~.4.
o~
No person lihall on the grounds of race, religion, ancestry,
color, national origin, sex, age, or physical handicap, be
excluded from participation in, be denied the benefit of, or
be subjected to dbcrillination under thb progrut/project.
For PUrPoses of this Section, Title 24, Code of Federal Re-
qulatiolUl Section 570.601(b) defines specific discriminatory
actions which are prohibited and correction action which
ahall be taken in 81tuations as defined therein.
8512.
.oIl41.arlaillat:f.oll. 1Iaual I:Imlewiallt: .raat:la.. all&! arrirsa-
tJv. Aat:loll Proaram.
'l'he Borrower eall comply with the nondbcrimination and
affirmative action provi81olUl of the laws of the united
States of AIIIerica, the State of california, and the city. In
performing this Agreement, the Borrower shall not discri-
minate in its employment practices agaiNlt any employee, or
applicant for employment because of person's race, religion,
ancestry, color, national origin,' sex, age or physical
handicap. Any subcontract entered' into by the Borrower re-
lating to this Agreement, to the extent allowed hereunder,
shall be subject to the provisiolUl 9f this paragraph.
8513. BmaloYm.Ilt: ODDO~Ullit:i.. ~or _aaill... all&! Laver %Ilaome
Peraoll..
o
Any project/progru funded in part or in whole with Com-
munity Development funds shall comply with the following
provisions (referred to as a Section 3 clause:)
1) 'l'he work to be performed under this contract (Agreement)
is on a project assisted under a program providing di-
rect Federal financing assistance from the Department of
Housing and Urban Development and is subject to the re-
quirements of Section 3 of the Housing and Urban Deve-
SMALL BU8INB8S LOU AGRBBllBNT
. .. SMALL DUnDSS
XDD-PiD&Dce4
page -18-
o
o~
o
uwr.9zB1lDT
o
lopment Act of 1968, as amended, 12.USC 1701u. section
3 require. that, to the great..t extent fea.ible, oppor-
tunitie. for training and _ployment be given to lower
income residents of the project area and 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.
The parties to this contract (Agre_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 Title 24 CFR,
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 them from complying with these requir_ents.
3) The Borrower will sand to each labor organization or
representative of workers with which he/she has a
collective bargaining agre_ent or other contract or
understanding, if any, a notice advising the said labor
organization or worker's representative of its
commitments under this Section 3 clause and shall post
copi.. of the notice in conspicuous places available to
_ployee. and applicants for _ployment and training.
2)
4) The 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 CFR, Part
135. The Borrower will not subcontract with any subcon-
tractor where it has notice of.knowledge that the latter
has been found in violation of regulations under Title
24, CFR 135 and will not let any subcontract unless the
subcontractor has first provided it with a preliminary
stat_ent of ability to comply with the requirements of
these regulations.
5) compliance with the provisions of Section 3, the regula-
tions set forth in Title 24 CFR, Part 135, and all ap-
plicable rules and order of the Department issued there-
under prior to the execution of the. contract (Agre_ent)
shall be a condition of the federal financial assistance
provided to the project, binding upon the applicant or
recipient for such assistance,. its successors, and as-
signs. Failure to fulfill these requirements shall
subject the applicant or recipient, its contractors and
subcontractors, its successors and assigns to those
o
o
. ., . t
8HALL BU8IIIB88 IoOU _..UBMDl'l
IDB-plDuoael
Opaqa -19-
.anction. .pecified by the 91"ant or loan a91"e_ent or
contract throuqh which federal a..i.tance ia provided,
and to .uch sanctions a. are sPecified' by 1'itla 24 CPR,
Part 135. .
851C. Par~iaiDa~iell o~ Ki1lori~!... .om.~1l &!lIS ...11 BU.:l.Il......
1'0 the fullest extent po.sible in the administration of this
Aqre_ent, Borrower aqree. to provide opportuniti.s for
minoriti.", women and l11li&11 busin..... to participat. in
procur..ents Und.r .this . A91"e_ent. . .
8515. eaDt:.ioll..
1'he ..ction h.ading. appearing her.in shall not be de_ed to
gov.rn, limit, llOdify or in any way aff.ct the scope, mean-
.. inq or int.nt of these conditions. .
851'.
Bf~.at:. of Lea.l ~u4sm.Ilt:..
0,
Should any covenant, condition or provi.ion h.rein contained
be h.ld to be invalid by final jUdqm.nt in any court of com-
pet.nt juri.diction, the invalidity of .uch cov.nant, Clondi-'
tion or provi.ion ahall not in any way aff.ct any oth.r co-
venant, condition or provision her.in contained.
8517.
C!hoia. of La. (lovarllilla t:.hi. Aar....Ilt:.. .
1'hi. Aqr._ent ahall be govern.d by and construed in accord-
ance with the laws of the State of California.
8518. prohibi~ion of Leaal Proo.eelina..
1'he Borrower is prohibited from udng Grant funds r.c.ived
under this A91"e_ant, or fund. reali..d ail a re.ult of this
A91"e_ent, for the purpo.e of instituting l.qal proceedinqs
again.t the city or its official r.pr..entativ...
8511. Riaht:.. an4 .a.a4i...
In the event any party fail. to perform, in whole or in
part, any promi.e, covenant, or aqr...ent her.in, or .hould
any representation made by it be untru., any aqi;Jriev.d party
may avail itself to all riqhts and remedi.., at law or
equity, in the court. of law. Said right. and r..edie. are
in addition to tho.e provided for her.in.
8BCTIOH VI.
o ENTIRE AGREEM!lNT.
.101. cO.Dl.~. aar....Il~.
1'hi. Aqre8llent contains the full and complete A91"e8llent bet-
,..,;:-.:..0
. ... ,0 0
SDLL BUSIIIIBSS I.OU _UBMBIIT
IDB-FiDaDCe4
Page -20-
o
ween the two partie.. No verbal aqreement. or conver.ation
with any officer or employee of either party .hall effect
or modify any of .the terms and conditioft8 of thi.
Aqreement.
.102. VI'Wlh.r e~ ~.cr.. &ll4 A~~.aha.Ilt:..
Thi. Aqre_ent i. executed in three (3) .duplicate oriqiDal.,
each of which i. de-.d to be an oriqinal. Thi. Aqre_ent
include., Twenty -one ~) paq.. and .
Two ( 2 ) attachment. which
con.ti tute the entire under.undinq and aqreement of the
partie..
IIII
1111
1111
1111
1111 ".
1111
1111
1111
1111
1111
.0""
/III
1111
1111
1111
/III
1111
1111
1111
1111
1111
1111
/III
1111
1111
1111
1111
1111
1111
1111
1111
1111
1111
1111
1111
1111
0""
1111
1111
. .. .
8HaLL BU8ID88
IDB-J'inucelS
o pag. -21-
IN WITNESS WHEREOF, the City of San Bernardino and thee
Borrower.have caused this Agreement to be executed by their duly
authorized repre.entatives on this day of
, 19_. -
.0
LOU ....UBDII'.r
o
AnS8TI
CIn OJ' 8U BDDRDIIIO
CU}' Clerk
..R. BOLCOIIB, BYOR
Cit}' of 8u Bernar41no
(COUODTIOB)
BY
COrporate .re.ilSent
0,
ATTB8TI
BY
Corporate 8ecretU7
ApprovelS a. to fora
anlS legal content I
JAD8 J'. ..,--
cit}' Attarna}'
(.itne..)
BYI
EJH/lab/0683
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ana........., %
.BIlPLO'IIIBft &C'l%O. ItLUP'
BGODoalo Developa_t: l'Zo9r-
IIIIplo1'll_t: &cUOD Itlall
St:at:.eDt: of Borrower
Borrower does hereby s1:at.e that. the funds resul t.ing from
the Loan Agre.ent. ent.ered int.o on behalf of the cit.y of San
Bernardino (hereinaft.er .cit.y.) and Borrower 8hall be used
solely for furthering the purpose of the Economic Development.
Program (EDP).
~e purpose of EDP assis1:ance is t:o benefit. the low and
moderat.e incOJl\8 resident.s of the Cit:y of San Bernardino
through the creat.ion and/or ret.ent.ion of jobs t.o .aid per-
.OIlS. Pursuant. t.o the purpo.e of the EDP the Borrower agrees
t.o comply with the following Employment. Action Plan:
Borrower underst.ands and agree. that. in order t.o det.er-
mine that. .aid program purpo.e is bein'll at., an Annual
Employment. Report. shall be filed with the cit.y. Borrower
unders1:ands that. failure t.o .eet. the objectives .et. forth in
this Employment. Action Plan or failure t.o comply with the
requir8llent.s of filing the Annual Employment. Report. may
result. in the'ent.ire out.s1:anding balance of the loan plus
int.erest., being due upon writ.t.en demand by the cit.y, pursuant.
t.o Section 302 of the Loan Agreement. and this St.at.ement..
1tJH/lab/0254
Economic Development. Program
o
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&ft&.'!......, %%
%NSUUBCB UQ1J%-1!IIJI!IITS
(In.truction. for compl.ting, .xecuting and .ubmitting Evidenc. of
In.uranc. to the City of San Bernardino.)
In.ured:
(Contractor, Le...., P.rmitt.., Borrow.r, Etc.)
Agr.ement/R.f.rence No.
Dat.:
A. DSUJtBD
1. To.xpedite compl.tion of the iJUluranc. r.quiremenu, pl.a.e
give your iJUluranc. agent or brok.r a copy of the IJUlurance
Requirem.nt. Sh..t along with th..e iNItructiOJUl and en-
dor.ement forlU.
o
If your agr.ement requir.. Worun' CompeJUIation coverage
and you have been authorized by the stat. of Califomia to
Self-iNIur. Worker.' COIIpen8ation, then a copy of the
c.rtificat. from the state cOJUlenting to ..If-in.uranc. will
.e.t the evidence r.quirement..
All qu..tion. r.lating to iJUlurance .hould be directed to
the per.on or office r..poJUlibl. for your contract, l...e,
permit, or oth.r. agr.ement. (s.. it... 9 and 10 below.)
B. DSUUBCB ACDft oa Baoua
;" 3.
2.
o
1. Acceptabl. Evid.nce -- Th. appropriate City Special Endone-
aent. are the pref.rred form of evidence. No aodifications
to the form are perlllitted. Alt.rnativ.ly, certifi.d copies
of the full policy containing additional iJUlured and thirty
(30) day canc.llation notice language will be accepted
.ubject to r.view by the City Attom.y. C.rtificat..,
Verifications, Memoranda of In.urance and oth.r non-binding
dOCWllent. .ubmitted along are not acc.ptabl. a. evidence of
insurance. Binder. are acc.ptable a. interia .videnc. until
polici.s are availabl..
2. Multiple Polici.. -- Mor. than one (1) in.urance policy IIIllY
be r.quir.d to comply with the in.uranc. r.quiremenu.
Endor..ment forIU appropriate to your in.ured'. agreement,
contract, lea.e or perlllit have been provided.
3. Signature -- Pleas. have an authorized repr..entative of the
insurance company IIIllnually .ign completed endor.ement forms.
Signatures must be original. a. the City Attomey will not
accept fac.iaile (rubber stamp, photocopy, etc.) or ini-
tialed signatur.s.
1
o
. . i:HStJJlUCB UQUZ-lI!lI1I!u. ,.
Attacbmeat ZZ continu.d...
cJaq. -2-
4. Underwri t.r -- 'l'he name and address of the insurance cOlllpany
underwriting the cov.rage..ust be noted on the endors&lleJ1t
foZ'll. In the ca.. of syndicat.s or Subscription poliCies,
indicat. lead und.rwrit.rs or managing aqent and attach a
sch.dul. of .ubscribers, including th.ir percent participa-
tion.
o
5. DocuIIlent Refer.nce -- Includ. ref.rence to eith.r the
.pecific City a9X'8ement (bid, contract,. 1...., etc.) or
indicat. that all .uch agreements are cov.red.
c. ZHStJJlUCB UQU%UKZIlTS
1. COV.rag. and Limits -- 'l'he coverag.. and limits for ..ch
type of insurance are specified on the insurance reQU1reaent
sheet. When coverage is on a .ch.duled basi., a ..parate
.. sheet uy be attached to the endorsement li.ting .uch
.cheduled locations, vehicles, etc., .0 covered.
0.3.
o
2.
Exces. Insurance -- Endorsements to excess policies will be
reQUired when priaary insurance is insufficient to COIIIply
with the reQUirements.
Additional pag.s - If th.r. is insufficient .pace on the
rever.. .ide of the foZ'll to not. pertinent inforution, such
a. inClusions, exclusions or .pecific provisions, etc.,
attach .eparate she.ts and not. this on the endorsement
foZ'll.
4.
Person to COntact -- COIIIpleted endorsement., correspond.nce
and QUestions relating to the reQUired insurance are to be
directed to the following repruentativ_:
Technical Assistance -- Improperly cOlllpleted endor.ements
will be returned to your insured for correction.
Delay in Submitting properly cOlllpleted endorsement foZ'llS may
delay your insured's intended occupancy or operation.
aenewals -- Por extensions or renewals of insurance policies
which have the City'S endors8llent formes) attached, we will
accept a .r.newal endorsement or a c.rtificate (with an
original .ignature) as evidence of continu.d coverage if it
includes the stat8llent that the insuranc. protection
afforded the City of San Bernardino has been renew.d under
the same terms and conditions as previously approved.
5.
6.
7.
2
. ., ZNSUUNCB UQUIlImnni.9
AttaabDeat 11 cODtiDue4...
Page -3-
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DJIB
AGItBIOODI'l'/ItBI'BRDICB II1JJIIID
o
DAD
The following coverage. noted with an .X. are relil\1ired with the
Combined Single Limit. (CSL) a. noted on the right. Unle.. written
exception is allowed by Ri.k Managment. All coverag.. lIust add the
City a. additional insured.
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Worker'. compensation
Employers Liability
( )
COIIIIercial
. General Liability
( ) Broad Fona Property Damage
( ) Per.onal Injury
( ) Broad Fona Liability EndOrB8II8nt
( ) Fire Leqal Liability
( ) GaraCjJekeeper. Leqal Liability
( ) owned AutOlllObil_
( ) Nonowned AutOllobile.
( ) Hired AutOllobile.
( )
AutOllobile Liability (if auto is u.ed for
this contract.)
Profe.sional Liability (if applicable)
Property Insurance
( ) Extended Coverage
( ) Vandali.. and Malicious Mi.chief
( ) Business Interruption (90 days lIinillun)
( ) Crille (inBide and outside)
( ) Sprinkler Leakage
( ) Other
3
Limit:.
Statutory
S 100.000
Sl.000.000
$
S1.000.000
go," valnA of
buildina
(Contents at
100' of
value)
$
(All fixed
co.u plus
payroll)
$
... ,0 0
. X.BURDeIl UQUXUIIP. ,
AttaCl__t 1% continued...
Palle -4-
o
Xnland Marine: $
(total cost of goods in transit at anyone tille)
COJIIIIl8Dts:
flab
0255
."
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4