HomeMy WebLinkAboutR06-Economic Development Agency
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DEVELOPMD'l DEPAIa.....u OF TIlE
CIn OF SAB BDlWlDIIIO
IlEOUEST FOR CllMMISSION/COUIICIL ACTION
From:
XERNETB J. HEKDERSON
Executive Director
Subject: APPROVAL OF A SMALL BUSIDSS
LOD Alj~,[ FOR ABACUS
SALES AKD SDVICES COIIPAB!'
Date:
July 30, 1991
Synopsis of Previous Commission/Council/Committee Action:
On July 25, 1991, the Economic Development Program Committee took an
action recommending approval to the Mayor and Common Council of the
small business loan request submitted by Abacus Sales and Services
Company.
Rec_-"ed IIotion:
(Mavor ..... C-on COUDcil)
RESOLUTION OF TIlE MAYOR Al'lD COMMON COUNCIL OF TIlE Cln OF SAl'I
BERlWlDllIO AUTBORIZI!lG TIlE EXECUTION OF A SMALL BUSIDSS LOAl'l AGblSl'Uil'lr
JlETWEEl'l TIlE Cln OF SAl'I BERlWlDI!lO Al'lD ABACUS SALES Al'lD SERVI CES
COMPAB!'.
-fS
A....inistrator
~~O!l.
Executive Director
Contact Person(s): Ken Henderson/Doris Daniels Phone:
5081
Project Area(s): Meadowbrook - Central Citv Ward(s):
One (D
Supporting Data Attached:
Staff Renort! Resolution: ARre~ent
FUNDING REQUlREMEl'lTS:
Amount: * 50.000.00 Source:
EDP Loan Fund
Budget Authority:
IDB
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Commission/Council !lotes:
KJH:l'll'l:tnt:0087F
COMKISSIO!l AGEIlDA
Meeting Date:08/05/9l
Agenda Item !lo: b..
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DEVELOPIIERT DBPAJmou>DJ.
STAFF IlBPORr
Abaeus Sales and Serviee Comn.nv
Deseriotion of CamD-ftV
Abacus Sales and Service has been in operation for more than twenty
(20) years. The company is organized as a sole proprietorship of Mr.
Raymond Ramirez. The products and services offered by the company
include the sale and repair of all types of office equipment and
computers. The primary market area for the Company's products and
services is the Inland Empire.
Customer satisfaction in this highly specialized area serves to help in
the promotion of the company's products and services. The products
offered by the company involve a high degree of specialization in terms
of meeting the needs of its customers.
The company is currently located at 393 West Atho1 Street, San
Bernardino. Present space seems inadequate for the level of services
offered. A planned relocation of the business will provide the
opportunity to both occupy a larger facility, and to effectively
increase walk-in business.
Mount tift" PurnoSf! of Loan
Abacus Sales and Service Company is requesting a loan in the amount of
fifty thousand dollars ($50,000.00) for the purpose of providing
operational cash flow, funding of relocation activities, and equipment
purchases. The new equipment to be purchased will be used for
demonstration purposes.
Collateral
In its loan application, the company provides the following collateral:
TvDe of ProDertv
Amotmt
Mortaaae Balanee
1.
$ 94,000.00
$32,000.00
Real Property
Rate .1'1d Term of Loan
The loan requested would be for a period of seven (7) years at an interest
rate of nine-percent (9%). Annual principle and interest payments would
be $9,653.45.
KJH:NN:tnt:0087F
COIMISSIOB AGDDA
Meeting Date: 08/05/1991
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:C'.",O""",:"""-:n
DEVELOJ>MElIlT DEPARIlvonJ: ftFF REPORT
ABACUS SALES AIm SERVICIiIll!OMPAKY
July 30, 1991
Page -2-
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Job Creation
The company expects to create five new full time Jobs.
The loan will enable Abacus Sales and Services COmpany to better
capitalize on its existing client base, as well as, increase its walk-in
business through a relocation of its operations. The demonstration
equipment will make it possible to show clients the full potential of the
Company's products and increase its annual sales.
Rel!aBlpftdation
The Economic Development Program CODlllittee (EDPC) has reviewed and
evaluated this request for financial assistance. The CODIIIittee has taken
an action recoDlllending approval for this loan application to the Mayor and
.CoDlllon COlmcil.
Staff recoDlllends adoption of the attached Resolution.
Ul'll'lAUl J. OB, Ezecutive Director
DeveloPllent Depa taent
KJH:NN:tnt:0087F
COJIUSSIOB AGEBDA
Meeting Date: 08/05/1991
2 1BS0000IOR OF DB IlAYOR AlID COIMOR CotllICIL OF DB CITY OF SAlt
BBJI1IAIDIlIO AImIOUZIlIG A1ID DIRlC'lIlIG DB EDCUrIOR OF ~ SIW.L BUSIlIBSS WAR
3 AliIU5I'iIIIUr.l: DIlo.L"...... DB CITY OF SAlt BBJI1IAIDIRO A1ID ABACUS ULBS A1ID SERVICES
4 COMPAft.
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USOLUTIOR IIUMBIR
BE IT IBSOLVID BY DB IlAYOR A1ID COIMOR CotllICIL OF DB CITY OF SAlt
BBJI1IAIDIRO AS FOLLOWS:
SEC'lIOR 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
&RACIlS SAl.lI!S AIm !mIlVICBS COMPAft, which loan agreement is attached hereto
.. EXhibit "1" and is incorporated herein by reference as though fully set
forth at length. The Agreement provides for the loaning of funds from the
Small BusineBB Loan program in the amount of *50.000.00.
SEC'lIOR 2.
The authorizations to execute the above referenced Agreement are
rescinded if the parties to the agreement faU to execute same within sixty
(60) days of the passage of this Resolution.
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1ab:0063E
08/05/1991
9
10 HERNANDEZ
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RESOLUTION AUTBQING MAYOR TO EDCllTB A SMALL OBBSS LOAR
AGbuIr.n.l WITH ABACUS SALES ARB SERVICBS COMPABY.
I HEREBY CBR7IFY that the foregoing resolution was duly adopted by
the Mayor and Common Council of the City of San Bernardino at a ReRular
meeting thereof, held on the fifih day of AURust, 1991, by the following vote
to wit:
COUBCIL 1'IRMIlDS
AID
DID
ALcrrATW ABSBlIT
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
..,~~
lab:0063E
08/05/1991
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BDIIJIl:T "1"
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CITY 01' au BBRHA1lDIIIO
COHH1JBITY DBVBLOPIIIlIIT DB1'ARTHB1IT
"Bconomic Developllent; 1'1'0;1'....
(IDB-l'iDanoe4)
BORRO~: Abacus Sales and Service Company
PROJECT TITLE: Business Expansion
PROJECT ADDBESS: 393 West Athol Street
San Bernardino, CA 92408
LOAN IS NUMBER
DEPARTMENT CONTRACTS.
OF COMMUNITY DEVELOPMENT
KJH/lab/0256
0 0
-
0 ~ULB 01'
~Sl.%..%"
(IDB-l'iDlUlCe4)
SectioD
Wlt1IIh.r ~itle l!Aa
SIlC'nOJT I PU~IIlS, HRII8, ooJTJ)I~IOJTS l'UCBD~
UJ) IJTJ)IlPJlJTJ)~ SB'1'OS
S101. Parties to the Agre_ent 2
S102. Representatives of the Parties and 2
service of Notices
S103. ~erm of this Agreement 3
S104. conditions Precedent 3
8105. Independent Contractor status of 3
the Borrower
SIl~IOJT II l'1JRl'OSIl 01' AGUIlIDD1T UJ) LOU, LOU
O~ ~IlRll8, UJ) PROMISSORY IIO'Dl
S201. Purpose of the Agreement 4
S202. Purpose of the Loan 4
S203. ~erms of the Loan 4
8204. Promissory Note 5
SIl~IOJT III Ul'US~A~IOJTS UJ) oovlUlAftS 01'
BOU01lllR, UJ) DIlI'AUI.~
S301. Representations of the Borrower 6
S302. Covenants of the Borrower 7
S303. Default 9
SIl~IOJT IV UPOR~S , DooRDS UJ) A1JDITS
S401. Reporting Requirements 10
S402. Maintenance of Records 11
S403. Audits and Inspections 11
0 S404. Validity of .Financial Documentation 12
Submissions
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S.Cltion
"nIII"'_r
8405.
8406.
SBeTIOB V
S501.
S502.
SS03.
S504.
S505.
S506.
S507.
S508.
S509.
S510.
S511.
S512.
S513.
S514 .
S515.
8516.
8517.
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TABU 01' COH'l'BH'l'S (Cont...)
(IDB-l'inaDCl.4 aqr....nt)
t;fl~l.
.bD
Release of Funds from Escrow
12
12
Reconveyance Fee
GBHBDL 'l'B1UI8 &HD CONDITIOBS
Indemnification and Insurance
Requirements
Prohibition Against Assignment
Limitation of Corporate Acts
AmenClments and waivers
12
14
14
14
14
Compliance with statutes and
Regulations
Conflict of Interest
15
16
Political activity Prohibited
Lobbying Prohibited 16
Installation of Financial Assistance 17
Sign
Pre.s Relea.es 17
Discrimination Prohibited 17
Bondiscrimination, Equal Employment 17
Practices, and Affirmative Action Plan
Employment Opportunities for Business 17
and Lower Income Persons
participation of Minorities, Women and 19
Small Businesses
captions 19
Effect of Legal Judgment 19
Choice of Law Governing this Agreement
19
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s.otion
'Ih...h.r
8518.
8519.
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TAllY 01' COIl'l'BR'1'S (Continu.d...)
(IDB-l'inaDo.d Aqr....nt)
'l'i~l.
Prohibition of IAgal Proceedings
Rights and Remedies
SBCTIOR VI BR'l'IU AGUBIID'l'
8601.
8602.
KJJl/lab/0257
complete Aqreement
NUIIIber of Pages and Attachments
Execution (Signatur.) Page
A'1"1'ACBMBR'1'S
Attachment I -- Employment Action Plan
Attachment II - Insurance Requirements
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AGRBBKDlT IlUJlBBR
(ZDB-l'iDance4)
BETWEEN THE CITY OF SAN BERNARDINO AND THE . Abacus Sales and
Service Company
(REIATING TO) THE
PROJECT
Business Expansion
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THIS AGREEMENT is made and entered into by and between the
city of San 88mardino, a municipal corporation, hereinafter call
-City.-, and ~c::l ~les and Service Company
hereinafter ca e e -Borrower-.
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][XZJl....z.
WHEREAS, the city has entered into a Grant Agreement with
Othe United States Department of Housing and Urban DevelOPment,
~ereinafter called the Grantor, pursuant to Title I of the Housing
and community Development Act of lt74, as amended, hereinafter
referred to as HCDA, to address the community develOPment needs of
the City, and
WHEREAS, the community DevelOPment Department, hereinafter
called the -CDD-, has baen 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 Agreament with the Grantor,
and of certain projects funded by the City, and
WHEREAS, the COO cooperates with private individuals and
organization., 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 Business Revolving Loan Fund program has
been established by the City as part of a City of San 88mardino
Economic Development Program (-BOP-), and has been approved by the
San Bemardino Mayor and Common councilr and
WHEREAS, the project which is the subject of this agreement
meets the requirements of the above d.scribed 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
O foregoing and upon the covenants, agreements, representations and
warranties herein contained, the City and the Borrower agree as
follows:
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LOU ~UBHB1lT
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SHALL BUSXOSS
XDB-J'iDaIlOe4
opa;e -2-
SBCTXOB X.
P1RT:l:BB. '1'J!lRII. CORD:l:T:l:OBS PRBCBDBRT. 1RD :l:RDBPBRDBRT BT1TUS
8101. P.r~i.. ~o ~h. aar....ft~.
8102.
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'!'he parties to thia Agreement are:
1) '!'he City of San Bernardino, a municipal corporation,
having ita principal office at 300 Borth "0" Street, San
Bernardino, california 92418.
2) '!'he Borrower, Abacus Sales and Service Com an ,
having its princ pal a dress at 93 West At 0 treet
San Bernardino. CA 92408 .
'!'he Borrower is ( an) Sole Propr1eter
(fictitious name enterprise, individual, california
corporation/general partnership/limited partnership.)
R.ar...B~.~iv.. or ~h. Pa~i.. ADa ..rvla. ar .o~la...
'!'he representatives of the respective parties who are
authorized to administer this Agreement and to whom formal
notices, demands and cOlllJllunications shall be given are as
follows:
1) '!'he representative of the City shall be, unless other-
wise stated in the Agreement:
Hr. JteDlleth J. .eD4ersoD, Direotor
co_unity oeve10paeDt Departant
300 Borth "D" 8treet, J'ifth 1'1001'
Sail Be1'l1&1'4iDO, CA .U18-0001
2) '!'he representative of the Borrower shall be:
Mr. Raymond Ramirez (Owner)
3) Formal notices, demands and cOlllJllunications to be given
hereunder by either party shall be made in writing and
may be effected by personal delivery or by registered or
certified mail, postage prepaid, return receipt reques-
ted and shall be deemed cOlllJllunicated as of the date of
mailing.
4) If the name of the person designated to receive the
notices, demands or cOlllJllunications or the address of
such person is changed, written notice shall be given,
in accord with this .ection, within five (5) working
days of .aid change.
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SHALL BUSIDSS LOU ~..UBllBft
IDB-J'iDaDOe4
O'aqe -3-
8103. ~.rm af ~hi. aar....D~.
This Aqreement shall 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.
8104. aaD4i~iaD. ~r.a.4.D~.
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8105.
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A. Prior to the execution of this AfJreement, the Borrower shall
submit to the city for approval in writinq an Affirmative
Action Program Plan in accordance with Section 512 herein.
B. In the event that Borrower is a corporation, then prior to
the execution of this Aqre_ent, the Borrower shall provide
the city with copies of the following documents:
1) Borrower's Articles of Incorporation, 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 naIIleCs) of the personCs) authorized to
obligate the Borrower and execute contractual documents.
4) certificate of Good standing from California Secretary
of state.
C.
In the event that Borrower is a partnership, then prior to
the execution of this AfJreement, the Borrower shall provide
the City with copies of the Borrower's Partnership Aqree-
ment, and evidence of filing thereof with appropriate filing
official.
D.
In the event the Borrower is an individual doinq business
under fictitious name, a copy of the Fictitious Ifllllle state-
ment and evidence of the proper filinq thereof.
%n4.D.n4eD~ eOD~rac~ar 8~a~u. c~ ~h. Bcrrawer.
The parties agree that the Borrower is an independent con-
tractor and that no _ployees 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 _ployee
organization and each employee who is hired or retained by
it.
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8KAtoL aV8D11l88
IDa-J'iDlUloe4
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8BCTIOH II.
PURPOSE OP ACID........ urn LOut. Ton... IJ.IZRM8. UID nOM%S8011Y BO'l'B
8201. ParDO.. O~ ~h. Aar....D~.
Fifty Thounsand
The purpose of thi. Agreement is to provide
DOLLARS
($ 50,000.00 ) of EDP funa to be loaned by the City to the
Borrower, hereinafter called the "Loan", for the purpose and
under the ter1ll8 and conditions set forth herein.
8202. Purl)ose of ~he LoaD.
The purpose of the Loan ia to provide financial aaaistance
to enable the Borrower to:
Purchase equipment for demonstrative purposes; finance a relocation of the
business to a larger facility; and to make available working capital.
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8203.
.-.rID.. or 'the Loall.
A.
The City agrees to lend the Borrower, and the Borrower
agree. to borrow from the city, an amoun~ not to exceed
Fiftv Thousand DOLLARS, ($ 50,000.00 ),
.uch transaction hereinafter referred to aa the "Loan". The
Loan i. to be evidenced by, and made against delivery of a
Promissory Hote executed by the Borrower, hereinafter called
the "Hote" 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 nine percent
(9'X ) per annum, (i11) be for a term of seven
( 7 ) years, and (d). provide for payment of the principal
amount thereof and the interest thereon in' eighty-four
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LOP ~..RBBKBft
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SMALL BUSIDSS
IDB-l'iDaDCe4
CJ-ge -5-
e 84) equal 1I0nthly installllents of eiRht hundred four
erd 8~~~~~O ------)~--~;~b-1~~1~d1~;_-;;i;;~1;~i--~d 1nter:~d
continuing until said principal and interest are paid in
full.
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C. Each lIonthly installment shall be applied first 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 Rote.
A. '!'he obligation of the City to make the Loan is .ubject to
receipt by the city of the Hote and, at the City'. .ole
discretion, to the following additional conditions prece-
dent:
1) '!'he representations and warranti.. made herein by the
Borrower shall be true and correct at the time of
consideration by the Mayor and COIIIIlon Council of the
City of San Bernardino with the .... effect as though
aade at the Closing.
2) Receipt by the City frOll the Borrower of all executed
dOCUllent. in connection with this Aqreement, satisfac-
tory in form and .ubstance to the city.
3) If matching funds constitute a part of this Aqreement,
then Borrower shall obtain matching funds in an amount
equal to the amount of this loan and, as required by the
City, deposit said aatching funds into an account with
Nt A . E.crow Agency.
4) '!'he City and the Borrower have mutually aqreed to the
terllS and conditions as set forth in the Employment
Action Plan, which is attached hereto as Attachllent I
and by this reference is incorporated herein.
B. '!'he Hote is to be secured as follows:
Type of Property
Amount
MortRaRe Balance
1. Re.l Property
$ 94,000
$32,000
C. Borrower shall have the right, without penalty, to prepay
the Hote together with the accrued intersst thereon as of
the date of such prepayment.
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SMALL BUSIDSS
IDB-J'inaDoe4
opage -1-
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D. The Borrower acknowl.dg.s and agr..s that the amount being
provided under this loan shall be for a total of
Fifty Thousand DOLLARS,
($ 50,000.00 ), and that no additional fund. to cov.r addi-
tional projects costs, anticipat.d or unanticipated, incur-
red as a result of cost overruns or expense. in financing
this project, are available und.r this Agreem.nt.
SBCTIOB %11.
UPUSBII'1'&'1'%OK. AlII) eov.I5nAft8 01' BOIUlO1rl:R. urn DUAUI..'1'
8301. R.~r...ft~a~ioft. or ~h. Borro.ar.
To induc. City to enter into this Agr.em.nt, Borrower cove-
nants and represent. to city that:
1)
The execution, d.livery and performance of the Bot. and
this Agr....nt by Borrow.r have been duly authorized by
Borrower. This Agre..ent constitutes a legal, valid and
binding Obligation of Borrower, enforceable in accord-
ance with its t.rms. The execution and delivery of this -
Agr....nt and the note, and consUJllllllltion of the transac-
tions her.in cont..plat.d, will not conflict with, or
re.ul t in a br.ach of, any of the terms, provisions or
conditions of any indentur., contract, instrument or
agreement, including any partnerahip agreement, 1:0 which
Borrower or any of its offic.ra is a party. No appro-
val, consent or authorization of any governmental
authority is nec.ssary for the ex.cution, d.liv.ry or
performance by the Borrower of this Agr.ement or of any
of the t.rms and conditions.
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2) Borrower has good and IIarketable title to the real pro-
perty identified in S204B of this Acrr.ement, locat.d at
1674 Grand Avenue, Colton, California 92124 , San
Bernardino, California, and it is fr.. and cl.ar frOlll
all lien. except as set forth h.rein:
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3) Borrower i. in cOlllplianc. with all applicable statute.,
laws, regulations, and executive orders of the United
State. of America and all stat.s, foreign countri.s,
other governm.ntal bodies and agenci.s having juriSdic-
tion over its busin.ss or prop.rtie., including (without
limitation) all tax laws and Borrow.r 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 Agr.ement. Borrow.r po....... all
licens.s, tradenam.s, trademarks, and permits as are
r.quir.d for conduct of its business without conflict
with the right. of others.
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SHALL BVURSS LOU AGUBMD1'1'
O. IDB-J'iD&Ilce4
p&qe -7-
8302.
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D.
'l'here is not pendinq or threatened aqaiD8t Borrower, or any
of its officers, any actions, suits, proceedinqs or investi-
qations at law or in equity or before or by any federal,
state, municipal or qovernmental department, cOlDlission,
board, bureau, aqency or instrumentality which, if deter-
mined advereely, would be likely to have a materially ad-
verse effect on the business or properties of Borrower.
Each and every financial stat_ent, dOCU1ll8llt and record
delivered by Borrower to the City in connection with this
Aqreement and the proposed traD8action hereunder is a true
and c01llplete copy of said financial stat_ent, dOCU1llent or
record, and fairly and accurately reflects the information
it purports to portray. 'l'here has been no chanqe in the .
condition, financial or otherwise, of Borrower as shown in
the financial stat_ents dated December 31 1990 ,
except chanqes in the ordinary cour.. of business, none of
which, individually or in the aqqreqate, has been materially
adverse.
E.
A44i~lcD.l eav.ft.B~. o~ ~h. Borro..r.
Borrower covenants and aqrees that, fr01ll 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 accordinq to
its terms.
2) Pay any other amounts that may be due or bec01lle due and
owinq to the City under or pursuant to the terms of this
Aqreement or the Note. .
3) Execute and deliver all instrumenta, and perform such
acts, as the City may reasonably de_ necessary or de-
sireable to confirm and secure to the City all riqhts
and r_edies conferred upon the City by the terms of
this Aqre..ent and Note.
4) In the event that Borrower shall qrant the City a se-
curity interest in Real Property as collateral under
S204 (B) herein, then Borrower aqrees to maintain at
Borrower's sole expeD8e a policy of title insurance
coveraqe equal to the amount of the loan.
S) Give notice to the City of any event that constitutes an
Event of Default as set forth in Section 303 of this
Aqreement or that would, with notice, or lapse of time
or both, constitute an Event of Default under this
Aqreement. Notice shall specify the nature of such
Event of Default.
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SMALL BUSD1B88 IoOU ~gBIIUT
IDB-J'inuoea
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Not enter into any agreement or other COllllllitaent the
performance of which would constitute a breach of any of
the covenants contained in thb Agreement.
Use the Loan proceeds only for the purposes stated in
this Agreement and for no other purpose or purposes.
Observe all applicable federal, state and local statutes
and regulations as well as city of San Bernardino Ordi-
nances as further defined and set forth in Section 505
of this Agreement.
In the event that Borrower is a corporation, then Bor-
rower shall do or cause to be done all things necessary
to preserve and keep in full force and effect its corpo-
rate existence, rights and franchises. .
Not violate any laws, ordinances, governmental rules or
regulations to which it b subject and not fail to ob-
tain any licenses, permits, franchises or other govern-
m.ntal authorization n.c.ssary to conduct its business,
which violation or failure to obtain might have a ..te-
rial adverse effect on the business, prospects, prOfits
or condition (financial or oth.rwise) of Borrower.
11) submit an Annual J!:IIIployment Report on or before the fif-
t.enth (15th) day of June for the y.ar(s) 1991
. . '!'he Annual J!:IIIployment Report shall de-
tail Borrow.r's cOIIIpliance with the Elllployment Action
Plan, Attachlllent I attached hereto and by this ref.rence
incorporated h.r.in, for the preceding twelve (12) month
period.
6)
7)
8)
9)
10)
12) Maintain adequate insurance with respect to the col-
lateral and the (proprietorship, partnership or cor-
porate) business which is the subject of this Agreement,
with reputable insurance cOlllp&nies. '!'h. Borrower shall
maintain insurance in such emounts and against such
risks as is customary with cOlllpanies in the same or
similar business, in addition, said insurance cov.r-
ages(s) shall be in accordance with the general insur-
ance provisions of this Agr....nt as sp.cified in
S501(B)(5), including fir., hazard and gen.ral cOIIIpre-
hendve liability insurance, worker's compensation, con-
struction/rehabilitation liability, to protect such bus
iness and all property s.curing the City'S loan. Said
insurance shall be maintained throughout the term of
this loan. '!'he City shall be named 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
8HA1oL BU8ID88 x.ou .QBJlBft
IDB-J'illaDc.4
page -,-
o
13)
Pay all indebt.nes. and obligation. promptly in accord-
ance with normal terms and promptly pay and diacharg. or
cau.. to paid and di.charg.d all tax.., a.......nt. and
gov.mIIental charge. or levi.. imposed upon it or upon
it. income and profit. or upon any of it. property,
r.al, per.onal or mixed, or upon any part th.reof, re-
.p.ctively, before the .am. shall become in default.
8303. Defaul~.
o~
o
A.
The entire unpaid principal of the Note, and interest then
accru.d thereon, shall become and be forthwith due and pay-
able upon written demand by the City or the City'S assigns,
without any other notice or demand of any kind or any pre-
sentment or prote.t, if anyone of the followinq event.
(berein called an "Event. of Default") .ball occur and be
continuing at the time of .uch demand, wbether voluntarily
or involuntarily, or, without li.itation, occurring or
brougbt about by operation of law or pursuant to or in
compliance with any judgment, deeree or order of any court
.of any order, rule or regulation or any governaental body,
provided bow.ver that such sum shall not be payable if
Borrower's payment. have been expr...ly extended by the City
or the City'S a..i9ftll. "Events of Default" .ball include:
1) Payment of any installment of principal or intere.t on
the Note is not paid wben due and .uch payment remain.
unpaid for thirty (30) days.
2) Borrower fail. to pay wben due, or declared due, the
Obligations ..cured under thi. Aqreement.
3) Borrower fail. to perform or comply with any terms,
conditions, or covenant. a. provid.d in thi. Aqre_.nt
or in any in.trument. ..curing or rela~ed to this Agree-
.ent.
4) If any repre.entation or warranty made by the Borrower
in this Agre..ent .ball prove to be untrue in any .ate-
rial respect, or if any report, financial .tat_ent or
financial .chedule or other instrument delivered under
or pur.uant to thi. Agre..ent or the tran.actions con-
templated berein, to the City or to any other bolder of
the Note .ball prove to be untrue in any material re-
spect as of the date as of wbicb 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 .imilar law now or
bereafter in effect, or appoints a receiver, liquidator,
assignee, custodian, trustee, .equestrator (or similar
official) of the Borrower or for any substantial part of
..-- . -- -- ,---. ---- - ------. -
&llALL BUSXNIlSS
XDB-l'in_ce4
paqe -10-
o
LOU .._Qmo:HT
o
7)
its property, or orders the windinq up or liquidation of
its affairs and such decree or order remains unstayed
and in effect for a period of sixty (60) consecutive.
days.
The occurrence (i) of Borrower's becOlllinq insolvent or
bankrupt, or ceasing, being unabl., or admitting in
writing its inability to pay its debts as th.y matur.,
or making a gan.ral assignment for the ben.fit of, or
entering into any cOlllposition. or arrangem.nt with credi-
tors, (ii) of proc.edings for the appointment of a r.-
c.iver, 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, r.organization, r.adjustm.nt of debt,
insolvency, dissolution, liquidation or other similar
law of any jurisdiction being authorized or instituted
by or against the Borrower.
A cessation or substantial reduction of operations in
the business which is the subject of this Agr....nt
under cirCU1ll8tances indicative to the city of a lack of
intention or ability to provide continuing employ.ent
and econOlllic ben.fits for the area in which the business
is located.
8) Failure to submit the Annual EIIIployment Report referred
to in 8302(12) within ninty (90) days of the scheduled
due date for said Report.
6)
o~
9. The loss, theft, substantial damag., destruction, aban-
donment, sale or encumbrance to or of any of the colla-
teral securing payment of the Not., in any manner not
fully covered by insurance, or the making of any l.vy,
seizure or attachment thereof or thereon.
B. If Borrower shall at any time default. in makinq any payment
of principal or inter.st on the Note, Borrower shall to the
full ext.nt perJllitted 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 paym.nt,
or otherwise defend its interests her.under in any judicial
or administrative proceeding.
SECTION :tV.
REPORTS. RECORDS AND AUDITS
<:)S.Ol. ReDortina Reauirements.
A. At such times and in such ~ol'lllS as the city may require,
there shall be furnished to the City such statements,
o
SHALL BUSII1BSS LOD;....UBJlB)l'l "
IDB-FinanoelS.
opa;e -11-
records, reports, data and information as the City aay
request pertaining. to aatter. covered by this Aqre_ent.
o
B. Borrower will provide its financial and accounting state-
ments to the City for the period ending tb~"""b"" 31. 1991
and annually thereafter during term of s Aqre_ent, but
not later than three (3) aonths follow1nq the expiration of
any such period, and at each other time and in .uch form a.
the city aay pre.cribe.
.402. Kaift~.BaBa. of .ecorda.
o~
A. Records, in their original form, .hall be aaintained in
accordance with the requir_ents pre.cribed by the Grantor
and the City with respect to all IIIltter. covered by th18
Aqr._.nt. Such records shall be retained for a period of
six (6) yeare after termination of th18 Aqre_ent and after
all other pending aatter. are clo.ed. -Pend1nq Matter.- in-
clude, but are not limited to, an audit, litigation, or
other action. involving record..'l'he cityaay, at it. dis-
cretion, take po.....ion of and retain .aid record..
Record. in th.ir original form pertaining to aattere covered
by th18 Aqre_ent shall at all time. be retained within the
City of San Bernardino, or .ome oth.r location .pecifically
authorizing in writing by the Director of cOIIIIIunity Develop-
ment, unless authorization to r_ove th_ i. granted in
writing by the City.
B.
..03. au4i~. aDd ~ft.D.a~iDft..
o
A. At any time during nOrlllll bu.ine.s hours and a. often as the
Grantor, the u.S. Comptroller General, Auditor General of
the State of California or the City aay de_ nece..ary, the
Borrower shall make available to the city for examination,
all of its records with respect to all IIIltters covered by
th18 Agre_ent. 'l'he City, Auditor General of the state of
California, Grantor, and the u.s. Comptroller General shall
have the authority to audit, examine and aake excerpts or
transcripts from records, including all contracts, invoices,
material., payrolls, recorda of per.onnel, conditions of
_ployment and other data relating to all aatters cov.red by
this Agre_ent.
B. 'l'he City shall have the authority to make physical inspec-
tions and to require such phy.ical. safeguarding device. as
locks, alarms, safes, fire extinguish_re, sprinkler system,
etc., to safeguard property and/or equipment funded or secu-
red by this Agreement." Notwithstanding .uch inspection
authority, Borrower is soley responsible" for the provision
of security and for the safe guarding "of the business and
its property.
o
LOU ...UBKD1'l
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U.I.T. BVSnlBSS
IDB-FiDUC.4
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840... Vali4it:v o~ Pift.Dolal Doctmallt:at:ioB Jll1hw1t..ioIlB.
scos.
o S~OI.
Financial r.port. required to be prepared and submitted by
the Borrower to the City lIhall be accurat. and correct in
all reBp8cts.
R.I.... o~ YuBa. rraa ..craw.
A.
All loan proc.eds .hall be depo.it.d into an .scrow account
with an e.crow c01l\pany d.signated by th. city. Disbur.ement
of funds shall b. jointly authoriz.d by th. Borrow.r and the
city. Each disbursement .hall be in accordance with 8202
"Purpo.e of the Loan" and shall be properly supported by
invoices, vouchers, executed payrolls, time r.cords or other
documentation evidencing an expenditure and/or encumbrance
of funds.
..
B.
The costs associated with the loan such as .scrow fees,
cr.dit r.port. ('1'RW), title reports, or other .imilar costs
aball be d.lin.at.d in th. ..crow instructions and di.bur.ed
fr01l\ the loan proc.eds upon opening of th. .scrow account.
.eCODv.vallca ~..
In th. .vent that real property i. used to secure this Loan,
then Borrower agr.e. to pay any co.ts inci4ent to title re-
conv.yance, including, if applicabl., trust.... f..s, attor-
n.y f.e., document pr.paration f..., r.cording fees or any
other r.lat.d expen....
SJ:CTIOll v.
GBNBnL DDS AIm CORD%TJ:OllS
S501.
o
XB4__ftiricat:ioll ana ZIl.uraDc. ..auir...ftt:..
A.
Indemnification:
The Borrower undertak.. and agrees to d.f.nd, indemnify and
hold harml..s the city and any and all of the City's offi-
cers, agent., employe.., a.signs, and succ...ors in int.rest
from and against all .uits and cau..s of action, claims,
cost of litigation, damage or liability of any nature what-
soev.r, for death or injury to any person, including Bor-
rower'. employee. and agent., or damage or destruction to
any property of either party hereto or third person. in any
manner ari.ing 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 OIDIDis-
sion, active or passive, negligent or otherwi.e, except for
the sole negligence of the City, or the .ole negligence of
any of the City's officers, agents or employees. city ap-
";';",.,
SHALL B08ID88
IDB-J'lDaDOed
palle -13-
o
LOB '~~ENBJIT
o
~
proval of the Borrower's performanc., or failure to object,
shall be no de fens. to Borrower concerning its undertaking
herein to defend and indemnify City and others.
B. Insurance:
1)
'l'he Borrower shall provide and maintain at its own ex-
pense throughout th. term of this Agreement the insur-
ance requirements specified herein. Evidence of insur-
ance shall be submitted for approval by the city. 'l'he
City special endorsement forms, referenced hereto and
incorporated by referenc., are the preferred form of
evidence of insurance. Alternatively, Borrower may
submit two (2) certified copies of the full policy con-
taining the appropriate cancellation notic. language and
additional insured/loss payee language as specified.
2) No release of funds from th. Escrow Account shall be
mad. to th. Borrower until such time as the Borrower has
complied with all insurance and bonding r.quirements
under this Agreement. 'l'he city's Additional Insured
Endorsement form, or a form approved by the City, stat-
ing that the Borrower is so insured, must accOlllpany 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 compliance with City rules and regulations.)
0"
o~
o
3) With respect to the interests of the city, such insur-
ance shall not be cancelled, reduced in coverage or
limit.d or non-renewed, except after thirty (30) days
writt.n notice by receipted delivery has b.en given to
th. Office of th. City Attorney, City Hall, 300 North
RDR Stre.t, San Bernardino, CA '2418-0001. Policies of
insurance and fidelity bonds, except for policies cover-
ing Worker's Compensation and Employ.... and Volunteer's
owned and/or Leased Vehicles, shall name the City as an
Additional Insured and said endorsements or other evi-
dence of insurance shall so indicate. Fidelity bonds
shall name the City as loss payee or additional insured.
In the event of any cancellation, non-renewal, reduction
or limitation of cov.rage, or notic. 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.
4) 'l'he 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.
',.;.,:~-
,0
IDU .....UEKJDl'l
o
SDLL BUSZD88
XDB-piDaIlOe4
Opa;e -1.-
8502.
8503.
o~
850..
5. The Borrower .hall maintain minimUlll insurance coverages
prescribed in At:t:acblllent: II of t:bis Agrli..ent:, which by
t:bi. reference is incorporat:ed herein.
prohi~i~loB AaaiB.~ A..laDaaft~.
A.
The Borrower liball not: assign this Agreeaent:, nor assign or
aansfer any int:er_t: or obligaUon in t:bis Agre..ent: (whe-
t:ber by assignment: or novaUon) wit:bout: prior wrUt:en con-
sent: of t:be cit:y. No pert ot t:be property securing t:bis
Agre..ent: shall be assigned or t:ransferred (except: sale. of
invent:ory in t:be ordinary course of buain_s), nor shall
such property be pledged, wit:bout: t:be prior writ:t:en consent:
of CUy.
The Borrower shall not: ent:er int:o any agre..ent: wit:b any
ot:ber party under which such ot:ber party liball become t:be
recipient: of claims due or t:o become due t:o t:be Borrower
from t:be cit:y wit:bout: prior writ:t:en consent: of t:be cit:y.
B.
Limit:.at:ioll o~ C!orDorat:. aet:..
In t:be event: t:bat: Borrower is a corporat:ion t:ben t:be Bor-
rower liball not: amend it:s Articles of Incorporat:ion or By-
Laws, move t:o dissolve, t:ransfer any asset:s derived from
funds provided under t:bis Agreement:, or take any ot:ber st:eps
which ..y mat:erially affect: Us operaUons wit:bin t:be per-
formance of t:bis Agreement: wit:bout: firat: not:ifyinlJ t:be Cit:y
in writ:inlJ. The Borrower shall not:ify t:be Cit:y immediat:ely
in writ:ing of any change in t:be Borrower'. corporat:e name.
aaenbant:8 .nll! .ai".ra.
This Agre..ent: may not: be changed or amended orally, and no
waiver hereunder may be oral, but: any change or amendment:
heret:o or any waiver hereunder must: be in writ:ing and signed
by t:be party or parties against: whom IIUch change, amendment:,
or waiver is sought: t:o be enforced.
8505. ComDliallca wit:h 8~.t:Ut:.8 _a4 .aaul.t:loft8.
o
A. The Borrower warrant:s and certifies t:bat in t:be performance
of t:bis Agre..ent:, it: shall comply wit:b all applicable st:aa-
t:utes, rules, regulat:ions and orders of t:be Unit:ed 8t:at:es,
t:be St:at:e of California, t:be Count:y and Cit:y of San Bernar-
dino, including laws and regulat:ions pertaining 1:0 labor,
wages, hours and ot:ber conditions of employment: and t:be
City's ant:i-discriminat:ion provisions and Affirmat:ive Act:ion
Plan which by t:bis reference is ini::orporat:ed herein. Bor-
rower furt:ber warrant:s and certifies t:bat: it: shall comply
wit:b new, amended, or revised law., regulat:ions, and/or
procedures t:bat: apply t:o t:be perforlllance of t:bis Agreement:,
upon being provided not:ice t:bereof.
SHALL BUSInSS LOB I~JOODlT 0
IDB-J'iDaDoe4
paqe -15-
o .
Borrower covenants that the Davis-Bacon Act as amended, the
Contract Work Hours and Safety Standards Act, and the Cope-
land "Anti-Kickback Act" ahall be a part ot all construction
contracts awarded by the Borrower pursuant to th18 Agreement
and all subcontracts thereto.
850'. eCIl~liat. er %Il~.r..t:..
A. The Borrower covenants that none of . its directors, officers,
employe.., or agents ahall participate in selecting subcon-
tractors, or administering subcontracts supported (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 member of such person's iIIIIIIediate family, or partner,
or organization has a financial interest in the subcon-
tract;
2) The subcontractor is someone with whom such person has
negotiated or is negotiating any prospective employment,
or:
o
3) The participation of such persons would be prohibited by
the California Political Reform 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.
B. Definitions:
1) The term "illllllediate family" includes, but is not limited
to, those persons related by blood or marriage, 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 "financial or other interest" includes, but is
not limited to:
(a) Any direct or indirect financial interest in the
specific contract, including a cOllJllission or fee, a
ahare 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 (5') or more of the stock;
employment in a managerial capacity I 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.
o~
;0
LOU _UBMBIl'.r
o
SMALL BOSIDSS
IDB-:FiDaDC.cl
OPaq. -u-
C. The Borrower furth.r cOv.nants that no' Offic.r, clir.ctor,
..ploy.. or ag.nt ahall .olicit or acc.pt gratuiti.s, fa-
vors, or anything of lIon.tary valu., froll an actual or po-
tential subcontractor, suppli.r, a party to a .ubagr....nt,
(or p.r.ons who are oth.rwis. in a position to ben.fit froll
the action. of any officer, employ.. or agent).
o~
G.
8507.
08508.
D.
Th. Borrow.r lIball not subcontract with a form.r dir.ctor,
offic.r, or employ.. within a on. (1) y.ar parioc! following
the t.rmination of the r.lationship b.tw..n .aid pereon and
the Borrow.r.
Prior to obtaining the City's approval of 'any subcontract,
the Borrow.r ahall d18close to the city any relationllhip,
financial or oth.rwis., dir.ct or indirect, of the Borrower
or any of its offic.re, director. or employ... of th.ir iII-
_diate f_ily with the proposed subcontractor and it. offi-
c.rs, dir.ctor. or employ....
For furth.r clarification of the lI.aning of any of the terlllS
us.d h.rein, the parti.. agree that r.fer.nc.. ahall be _d.
to the guid.lin.., rul.. and la_ of the City of San Bernar-
dino, Stat. of california, and fed.ral r.gulations regarding -
conflict of inter..t.
Th. Borrower warrant. that it has not paid or given and will
not payor give to any third person any lIon.y or other con-
sid.ration for obtaining this Agr...ent.
Th. Borrow.r covenants that no 11811ber, officer, ..ploy.. of
Borrow.r shall have any int.r.st, dir.ct or indir.ct, in any
contract or subcontract of the proceeds th.r.of for work to
be perform.d in conn.ction with th18 proj.ct during hi./h.r
t.nur. as .uch ..ploy.e, lIember or officer or for on. (1)
y.ar ther.aft.r.
Th. Borrow.r shall incorporate the for.going .ubsections of
this section into every agreuient that it ent.rs into in
conn.ction with this proj.ct and shall substitute the term
"Subcontractor" for the t.rm "Borrow.r" and "Sub-contractor"
for "Subcontractor".
E.
F.
B.
I.
Poli~ical Aa~ivi~v PrGhihi~.4.
None of the funds, lIaterials, property or ..rvic.. provid.d
directly or indir.ctly under this Agr....nt ahall be us.d
for any partisan political activity, or'to furth.r the .l.c-
tion or defeat of any candidat. for public office.
Lobbvina Prohibit.cl.
None of the funds proVid.d under this Agr....nt lIball be
us.d for any purpose d.sign.d to .upport or d.f.at any pend-
ing l.gislation or adllinistrativ. regulation.
.
SHALL BUSIDSS
IDB-FiDlUloe4
o paqe -17-
10
LOU _ltBBIIDI'1'
o
850.. %D.~al1.~ioD o~ PiBaDclal A..i.~.Da. 'lab.
'!'he Borrower .all install, or cauae to be installed, for
public 4iaplay upon the ,project premises a sign, with deaign
approved by City, identifyinq the Borrower as receivinq
financial _aistance ~~ the city,' if such a sign is re-
quested by the, Director of COJIIIIlUJlity Developent Department.
8510. 'rea. ..1......
In all cOJlllllUJlications with the press, television, radio or
any other ..ans of communicatinq with the qelleral COJIIIIlUJlity,
the Borrower lIball make specific reference to 'the City of
San Bernardino community Development Department .s the spon-
sorinq aqeney of the project.
S511.:
Dl.ari.1B.~ioD Prohihi~.4.
o~
No penon liball on the qrounda of race, religion, ancestry,
color, national oriqin, sex, aqe, or physical handicap, be
excluded froJl participation in, be denied the benefit of, or
be subjected to discrillinaUon under this proqrlUl/project.
For purposes of this Section, Title 24, Code of Federal Re-
gulations Section 570.60l(b) defines specific discrillinatory
actions which are prohibited and correction action which
IIhall be taken in aituations as defined therein.
S512.
.oB41.arl.1B.~loft. Baual ~lo".B~ Pr.a~ia.. ana 1rriraa-
~iv. Ae~ioft Praaram.
'!'he Borrower shall comply with the nondiscrillination and
affirmaUve action provisions of the lava of the United
States of America, the State of California, and the City. In
performinq this Aqr....nt, the Borrower shall not discri-
minate in its employment practices aqainst any employee, or
applicant for employment because of person's race, reliqion,
ancestry, color, national oriqin, sex, aqe or physical
handicap. Any subcontract entered'into by the Borrower re-
latinq to this Agre..ent, to the extent allowed hereunder,
shall be subject to the provisions of this paragraph.
8513. "Dl09m.ft~ ODDOr~ufti~i.. tor .uBIIl... aDd Lover %ftco..
Paraolla.
o
Any project/program funded in part or in whole with Com-
munity Development funds lIball comply with the followinq
provisions (referred to as a Section 3 clause:)
1) '!'he work to be performed under this contract (Aqre..ent)
is on a project assisted under a program providinq 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 Dave-
SHALL BUSIDSS LOU AGltBBIIDI'1'
o
. .. SMALL BU81088 LOU I.9zEHBll'l
:IDB-FiDuoe4
page -18-
o
o~
o
lopment Act of 1968, as amended, 12.USC 1701u. Section
3 requires that, to the greatest extent feasible, oppor-
tuniU.s for traininq and employment be given to lower
incOllltl residents of the project area and contracts
(agreements) 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.
2) '!'he parties to this contract (Agreement) 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 CPR,
Part 135, and all applicable rul.. and orders of the
Department issued thereunder prior to the execution of
this contract (Agreement) certify and agree that they
are under no contractual or other disability which would
prevent them from complying with these requirements.
3) '!'he Borrower will send 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
co_i bents under this Section 3 clause and shall post
copie. of the notice in conspicuous places available to
employees and applicants for employment and training.
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 requlations issued by the
Secretary of Housing and Urban Development, 24 CPR, Part
135. '!'he Borrowe;r will not subcontract with any subcon-
tractor where it has notice of knowledge that the latter
has been found in violation of requlations under Title
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 Title 24 CPR, Part 135, and all ap-
plicable rules and order of .the nepartment 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,.its8uccessors, and as-
signs. Failure to fulfill these requir_ents shall
subject the applicant or recipient, its contractors and
subcontractors, its successors and assiqns to those
. .' . I.
8HALL BV8XU88 LOU ...UZKD1'l'
xDB-J'inuoe4
opage -It-
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.anctions .pecified by the c;rrant or loan .~e_.nt or
contract. through which federal. a..i.tance i. provided,
and to .uch .anctions a. are .pecified by Title 24 em,
Part 135. .
8514. Part:lalDa'tioft af Killarl t::l... Woa.ft alU! ..al1 .a.lll......
To the fulle.t ext.nt po..ible in the adminisuation of this
Agr.ement, Borrow.r agra.. to provide opportuniti.. for
minoritia", wOJll.n and 8J11&1l bu.in..... to participat. in
procur_ent. Under. this . Agr._ent. .
8515. Cal3tion..
The ..ction h.ading. appearing har.in shall not be de_ad to
gov.rn, limit,. modify or in any way affect the .cope, mean-
ing or intent of th..e conditions. . -
8511.
Brr.a't ar L8~al ~u4aa.Ilt:.
o~
Should any cov.nant, condition or provi.ion h.r.in contain.d
be held to be invalid by final jUdljpl8llt in any court of COJll-
patent jurisdiction, the invalidity of such covenant, condi--
tion or provision shall not in any way aff.ct any oth.r co-
venant, condition or provi.ion b.r.in contain.d.
8517.
C!1laia. of La. acnr.rIlill~ t:hl. &CIr....ft't. .
Thi. Ac;rr...ent shall be gov.rned by and construed in accord-
anc. with the laws of the Stat. of CAlifornia.
8518. prohi~~~ion of Leaal Prooae4ina..
The Borrower 18 prohibi tad frOJll using Grant fund. r.ceiv.d
und.r this Ac;rre_ent, or fund. realiz.d alii a r..ult of this
Ac;rre_ent, for the purpo.e of instituting legal proce.dings
again.t the City or it. official representativ...
851.. Ri~h't. _11.4 Re..4i...
In the event any party fail. to perform, in wbole or in
part, any promi.e, covenant, or agr._ent berein, or should
any repr.sentation JIIIlde by it be untru., any agc;rriev.d party
may avail it..lf to all right. and r_edie., at law or
equity, in the court. of law. Said right. and r_edie. are
in addition totho.e provided for h.r.in.
8J:C'1'IOH VI.
OH'l'XRE AGREEMEH'l'.
.601. Comal.~. a~r....ft't.
This Agreement contains the full and cOJllplete Agre_ent bet-
. ... ,0 0
SHALL BV8XIIBSS LOU _RBBHDIT
XDB-l'iDaDce4
Opage -20-
ween the two parties. No verbal agre8lllent or conversation
with any officer or employee of either party shall effect
or modify any of the ter1llll and conditions of this
Agreement.
.'02. .......h.r at! PaG.. aJu! ..t:;~.alla.Jl~..
Thi. Agr....nt 1. executed in thr.. (3)dupiicate originals,
.ach of which is d.-.d to he an original. This Agreement
includes, Twenty-one (2!.J page. and
Two ( 2 ) attachJllent. which
con.titut. the entire understanding and agr.8IIIent of the
parti...
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LOU ....UBMDl'l'
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SDLL BUSZDSS
IDB-l'iDaJace4
opa;e -21-
IN WITNESS WHEREOF, the City of San Bernardino and thee
Borrower have.cauaed this Agreement to be executed by their duly
authorized representatives on this ..i.. day of AUl!ust
, 19..l1.l- .
AftBSTa
CIn 01' 8U BBIIDIlDIIIO
Cit]' Clerk
.... BOLCOIIB, KAYO.
Cit]' of SaJa Bernar41D,o
(COUODTIOB)
BY.
cozporate Pre.i4ent
o~
AftB8Ta
BY
corporate seeretar]'
Approve4 .. to fon
an4 le;&1 content a
JaD8 1'. PD1KAIt
Cit]' Attorn&]'
(.itD...)
Bya
K1H/lab/0683
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&T'l'AUJ"ttIlT I
.DPLOYKDl'l' acTIO. PLaJIII
.conomio DevelopaeD~ ftoqZ'U
JlllplOJlleD~ &cUon PleD
8~.~_eD~ of Bono.eZ'
Borrower does hereby sta~e ~at ~e funds resulting from
~e Loan Agr...ent entered in~o on behalf of ~e city of San
Bernardino (hereinafter .city.) and Borrow.r lIhall be ueed
solely for furthering ~. purpose of ~e Economic Dev.lopment
PrOgram (EDP).
The purpose of EDP assistance is to benefit ~e low and
moderate income residents of ~e City of San Bernardino
through ~e creation and/or retention of jobs to said per-
sons. Pursuant to ~e purpose of ~e EDP ~e Borrower agrees
to comply wi~ ~e following Employ.ent Action Plan:
Borrower understands and agr..s that in order to deter-
mine ~at .aid program purpose is being met, an Annual
Employment Report shall be filed wi~ ~e city. Borrower
understands that failure to me.t ~. objective. .et fo~ in
~i. Employment Action Plan or failure to comply wi~ ~e
requirements of filing ~e Annual Employment Report may
r.sult in ~. entire outstanding balanc. of ~e loan plus
inter.st, b.ing due upon writt.n demand by ~. City, pursuant
to Section 302 of ~e Loan Agr....nt and ~is Stat..ant.
KJH/lab/0254
Economic Dev.lopm.nt Program
. .
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&ft&lOAAIlift :u:
INS1JItUCB ItBQUIItBIlPTS
(In.tructiosw for cOIIIpl.ting, ex.cuting and .ubmitting Evidence of
In.urance to the City of San Bernardino.)
In.ur.d:
(Contractor, Le...., Permitte., Borrow.r, Etc.)
Agreement/Ref.renc. No.
Dat.:
&. DSUItBD
1.
'1'0 exp.dit. cOlllpl.tion of the iswurance r.quirement., pl.a.e
give your in.urance agent or brok.r a copy of the In.urance
R.quirement. Sh..t along with th... instructiosw and en-
dorsement forms.
If your agr.ement requir.. Work.rs' COIIIpen.ation cov.r.g.
and you have been authoriz.d by the Stat. of california to
S.lf-iswur. Work.r.' COIIIp8nB.tion, then a copy of the
certificate frOlll the stat. ceswenting to .eU-ilWurance will_
meet the evidence requirement..
All qu..tiosw r.lating to iswurance .hould be direct.d to
the per.on or office r..poswible for your contract, 1....,
p.rmit, or other .greement. (S.e it... 9 and 10 below.)
B. DS1JItUCB UBJI'l' oa BROaa
o " 3.
o
2.
1. Acceptabl. Evidence -- Th. .ppropri.t. City speci.l Endorse-
ment. are the pref.rred form of evidence. No modification.
to the form .re permitted. Alternativ.ly, certified copi..
of the full policy containing .dditional iswur.d and thirty
(30) day cancellation notice languag. will b. acc.pted
.ubj.ct to review by the City Attorney. Certificate.,
V.rifications, Memoranda of Insurance and other non-binding
documents submitted along ar. not acceptable a. evidence of
insurance. Bind.r. are acceptable a. interim evid.nce until
polici.s are availabl..
2. Multipl. polici.. -- Mor. than on. (1) iswurance policy may
be requir.d to cOlllply with the in.uranc. r.quirements.
Endorsement forms appropriate to your in.ured....gr.em.nt,
contract, lease or permit have be.n provided.
3. Signature -- Please have .n .uthorized representative of the
insur.nce comp.ny manually .ign cOlllpleted endor.ement forms.
Signature. must be original. .. the City Attorn.y will not
.ccept fac.imile (rubber .tamp, photocopy, .tc.) or ini-
ti.led .ignatur...
1
o 0
. . ZNSURUCIl RBQUIllll!lI1I!llI~.~
Attachment XX continu.d...
OPa'l. -2-
4. Underwriter -- Th. nl1lll8 and .ddress of the insuranc. comp.ny
und.rwriting the cover.ge pst b. noted on the endorsement
form. In the case of .yndicat.. or .ub.cription po1ici.s,
indicat. 1e.d underwriter. or aan&gin'l a'lent and attach .
.chedul. of .ubscribers, including th.ir percent particip.-
tion.
5. DocUJII.nt R.ference -- Includ. reference to .ith.r the
sp.cific City .greement (bid, contr.ct, 1...., .tc.) or
indic.t. that .11 .uch .gr.ement. .re covered.
C. XBSURUTCIl UQUIltll!II1I!Pr8
o ~ 3.
o
1.
Cover.g. and Limit. -- Th. cov.r.'l.s and limits for each
type of insur.nc. .r. .pecified on the insurance rsquiremant
sh..t. When cov.rag. is on . .chedu1.d b..i., a .epar.te
sh.et IIIlY b. attach.d to the endorsement 1i.ting .uch
scheduled locations, vehicle., ete., .0 covered.
Exce.. Insurance -- Endor....nts to exc..s policies will be
r.quired when primary insurance' is insufficient to coaply
with the r.quirements.
Additional P.'le. - If th.re is insufficient SPace on the
rev.rs. .ide of the form to note pertinent information, .uch
.s inclusions, exc1u.ion. or specific provisions, .tc.,
.tt.ch .epar.t. sheets .nd note this on the endor....nt
form.
2.
Parson to Contact - Compl.ted endorsement., corre.pond.nce
and qu..tions rel.ting to the r.quired insurance .rs to be
directed to the following rsprssentatives:
5. . 'l'echnical Assistance -- IlIIproperly COIIIpleted endor.ements
will be returned to your insur.d for correction.
4.
6. Delay in Submitting properly completed endorsement foras IIIlY
del.y your insured's intended occupancy or oper.tion.
7. Renew.ls -- For .xtensions or renew.ls of insur.nce policies
which have the City'. endorsement form(s) .tt.ched, we will
.ccept a r.n.wal endorsement or a certificate (with an
original sign.tur.) as evidence of continued coverage if it
includes the at.tement th.t the insuranc. prot.ction
afforded the City of San Bernardino baa b.en renewed under
the same terms and conditions aa previously approved.
2
. . ZlISUUJ1CZ ..QUI........!;>
AttaaJuaellt xx continued...
page -s-
O
o
DIIZ
ACJUZIID'l'/UJ'BIUDICZ IRDIUR
DAD
'l'he following coverages noted with en "X" are required with the
Combined Single Liaita (CSL) .. noted on the right. Unless written
exception 18 allowed by R18k Managment. All coverages IIUst add the
City as additional iMured.
Worker's COlllpeMation
Employer. Liability
( )
o~
commercial
. General Liability
( ) Broad porm Property Damage
( ) Personal Xnjury
( ) Broad pora Liability Endorsement
( ) Pire Le9al Liability
( ) Garagekeepen Le9al Liability
( ) owned Autoaobil..
( ) lIonovned AutClllobil..
( ) Hired Autoaobiles
( )
Iout:ollobile Liability (if auto 18 used for
th18 contract.)
Profesdonal Liability (if applicable)
Property IMurance
( ) Extended Coverage
( ) VandaliSlll end Malicious Mischier
( ) Business Interruption (90 days lIIinbnm)
( ) Crime (inside and outdcie)
( ) Sprinkler Leakage
( ) Other
o
3
tai.it:.
statutory
. 100.000
.1.000.000
$
11..000.000
got valua o~
buildina
(Contents at
100' of
value)
$
(All fixed
costs plus
payroll)
$
10
IB8URUCB UQU%IlJl!uww..,
AttacllaeDt II CODtiDuecS...
o page -4-
o
", . .
Inland Marine:
(total cost of goods in transit at anyone time)
COIIIIUU1tS:
$
flab
0255
o~
o
4