HomeMy WebLinkAbout05- Development Department EVELOPMENT DEPARTMEN
OF THE CITY OF SAN BERNARDINO
ECONOMIC DEVELOPMENT AGENCY
REQUEST FOR COMMISSION/COUNCIL ACTION
PROM: KENNETH J.I4ENDERSON SUBJECT: RUBA ENTERPRISES
Executive Director ARCO AM/PM STATION
DATE: August 30, 1994
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Synopsis of Previous Commission/CouncWCommittee Action(s):
On June 24, 1994,the Community Development Commission approved,in concept,a loan guarantee in the amount of
1.3 million dollars to RUBA Enterprises,subject to loan approval by Valley Bank. Staff was further directed to
negotiate a loan guarantee with Valley Bank.
On August 15, 1994,the Community Development Commission approved in concept,an increase of$100,000 in the
Agency's loan guaranteed to RUBA Enterprises,subject to Valley Bank's approval of loan in the amount of$1,400,000,
bringing the total Agency loan guarantee request to$1,400,000.
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Recommended Motion(s):
(Community Development Commission)
MOTION: That the Community Development Commission approve an Owner Participation Agreement(OPA)
between the Redevelopment Agency and RUBA Enterprises relative to the ARCO AM/PM Station,
approve the loan guarantee to Valley Bank in the amount of$1,400,000,subject to Valley Bank's
approval of a$1,400,000 loan,and authorize the Executive Director to execute all documents relative to
the OPA and loan guarantee.
Administrator KENNEJTi J.HI SON
R
Executive Director
Contact Person(s): Kenneth J.Henderson/Emily Wong_ Phone: 5081
Project Area(s): State College(SQ Ward(s): Six 6)
Supporting Data Attached: Staff Report-,Owner Participation Agreement including Agency Guarantee
FUNDING REQUIREMENTS: Amount: $1,400,000 Source: Tax Increment
Budget Authority: Requested
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Commission/Council Notes:
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KJH:EMW:adw:09-01-04.cdc COMMISSION MEETING AGENDA
MEETING DATE: 09/06/1994
Agenda Item Number:
DEVELOPMENT DEPARTMENT
ECONOMIC DEVELOPMENT AGENCY
STAFF REPORT
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RUBA Enterprises-ARCO AM/PM Station
BACKGROUND
RUBA Enterprises, which is owned by Mr. Atef Fakhoury, owns and operates an ARCO AM/PM
Gas Station located at the Intersection of 1-215 Freeway and Palm Avenue. The property consists
of a 27,211 square foot lot and includes a metal framed stucco exterior building. The Mini-Mart
building totals 3,250 square feet and is fully equipped and stocked with inventory. The property
also includes four(4) concrete gasoline service station islands under a lighted 1,920 square foot
canopy with four(4)fuel dispensing pumps with sixteen(16) nozzles. The property is located in
close proximity to the I-215 Freeway, Blockbuster Pavilion and the Sheriffs Academy, and is,
therefore, a high-traffic area. The facility employs 6-12 individuals on an ongoing basis and is
open 24 hours daily. In addition to selling gasoline and related automotive products, the mini-
market purveys a large assortment of high-profit margin items, such as groceries, candy, beer, soft
drinks, prepared and frozen foods, toiletries, magazines and newspapers.
Mr. Fakhoury has also acquired the adjoining parcel to the ARCO AM/PM location with the
intent of developing a Denny's Restaurant, for which he has received tentative SBA 7A loan
commitment from the Money Store in the amount of$1,025,000.
In December 1990, Mr. Fakhoury obtained a construction loan from Upland Bank in the amount
of$1,264,863 which would convert in nine(9) months to mini-permanent financing based upon a
thirty (30)year amortization, due in seven(7)years. Due to a series of unavoidable delays
obtaining permits and contractor start-ups, the construction of the gas station was not completed
until July of 1992, during which time Upland Bank withdrew its offer for the mini-permanent loan.
On August 15, 1994, the Community Development Commission approved, in concept, a loan
guarantee in the amount of$1,400,000, subject to loan approval by Valley Bank.
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KJH:EMW:adw:09-01-04.cdc COMMISSION MEETING AGENDA
MEETING DATE: 09/06/1994
Agenda Item Number:
DEVELOPMENT DEPARTMENT STAFF REPORT
RUBA Enterprises ARCO AM/PM Station
August 29, 1994
Page Number-2-
Owner Participation Agreement
In consideration for the Agency's provision of a loan guarantee in the amount of $1,400,000,
RUBA Enterprises will agree to the principal conditions, as indicated in the attached Owner
Participation Agreement and summarized below:
1. Personal guarantees of Mr. Fakhoury and Mrs. Fakhoury.
2. A Deed of Trust on the subject property located at 5985 N. Palm
Avenue in San Bernardino.
3. A Deed of Trust on Mr. Fakhoury's principal residence located at
3779 Elmira Street in Claremont.
I� 4. A Deed of Trust on property located at 18674 11th Street in
Bloomington.
5. Payment of the guarantee fee of 1.5% in the amount of$21,000.
Valley Bank Loan and Agency Guarantee
Valley Bank has indicated a willingness to provide a $1,4000,000 loan subject to an Agency
Guarantee for like amount based upon the following conditions:
1. Loan Amount: $1,400,000
2. Interest Rate: Bank of America Prime Rate Plus 2.75%variable
3. Loan repayment to be 240 payments of$5,833.33 per month, plus
interest.
4. Guarantees from Atef Fakhoury, Shining Star Marketing, and San
Bernardino Redevelopment Agency.
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KJH:EMw:adw:09-01-04.cdc COMMISSION MEETING AGENDA
MEETING DATE: 09/06/1994
Agenda Item Number:
DEVELOPMENT DEPAT 'IENT STAFF REPORT
RUBA Enterprises ARCO ..,vVPM Station
August 29, 1994
Page Number-3-
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Under the terms of the Agency Guarantee, Valley Bank shall provide a minimum of 45 days
notice prior to taking any action to declare a default. Additionally, the Agency may terminate its
obligations under the provisions of this Guarantee when this debt is paid in full or in the event that
RUBA Enterprises has not been in default for a period of 60 months.
Staff recommends adoption of the form motion.
KENNETH J. ANDERSON, Executive Director
Development Department
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KJH:EMW:adw:09-01-04.cdc COMMISSION MEETING AGENDA
MEETING DATE: 09/06/1994
Agenda Item Number:
S
RECORDING REQUESTED BY:
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
AND WHEN RECORDED RETURN TO:
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
201 N. "E" STREET, THIRD FLOOR
SAN BERNARDINO, CA 92401-1507
ATTN: EMILY WONG
(Space Above for Recorder's Use)
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
OWNER PARTICIPATION AGREEMENT
t ARCO AM/PM GAS STATION
By and Between
REDEVELOPMENT AGENCY OF
THE CITY OF SAN BERNARDINO
and
RUBA ENTERPRISES, INC.
a California corporation
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TABLE OF CONTENTS
P_ age
I. [100] SUBJECT OF AGREEMENT
A. [101] Purpose of Agreement . . . . . . . . . . . 1
B. [102] The Redevelopment Plan . . . . . . . . . . 2
C. [103] The Site . . . . . . . . . . . . . . . . . 2
D. [104] Parties to the Agreement . . . . . . . . . 2
1. [105] The Agency . . . . . . . . . . . . . . 2
2 . [106] The Participant . . . . . . . . . . . 3
3 . [107] Prohibition Against Change in
Ownership, Management and
j Control of the Participant . . . . . . 3
4. [108] Benefit to Project Area . . . . . . . 4
II. [200] AGENCY ASSISTANCE
A. [201] Agency Loan Guaranty . . . . . . . . . . . 5
4 III. [300] IMPROVEMENT OF THE SITE
A. [301] Improvement by Participant . . . . . . . . 6
1. [3 02] Cost of Project . . . . . . . . . . . 6
2 . [303 ] Bodily Injury and
Property Damage Insurance . . . . . . 7
3 . [304] City and Other Governmental
Agency Permits . . . . . . . . . . . . 8
4. [305] Rights of Access . . . . . . . . . . . 9
5. [306] Local, State and Federal Laws . . . . 9
6. [307] Antidiscrimination Construction 10
B. [308] Taxes, Assessments, Encumbrances
and Liens . . . . . 10
C. [309] Prohibition Against Transfer of
the Site, the Buildings or
Structures Thereon and Assignment
of Agreement . . . . . . . . . . . . . . 10
D. [310] Guaranty; Deed of Trust . . . . . . . . . it
1. [311] Agency Guaranty . . . . . . . . . . 11
2 . [312] Deed of Trust/Personal Guaranty 11
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f
(i)
E. [313] Mortgage, Deed of Trust, Sale
and Lease-Back Financing;
Rights of Holders . . . . . . . . . . . . 12
1. [314] No Encumbrances Except Mortgages,
Deeds of Trust or Sale
and Lease-Back for Development . . . 12
F. [315] Right of Agency to Satisfy Other
Liens On The Site . . . . . . . . . . . . 12
G. [316] Release of Deed of Trust . . . . . . . . 13
IV. [400] USES OF SITE
A. [401] Uses - Covenants Running With the Land 13
B. [402] Maintenance of the Site . . . . . . . . . 16
C. [403] Effect of Violation of the Terms
and Provisions of this Agreement
After Completion of Construction . . . . 17
V. [500] GENERAL PROVISIONS
A. [501] Notices, Demands and Communications
Between the Parties . . . . . . . . . . . 18
B. [502] Conflicts of Interest; Nonliability . . . 18
C. [503] Enforced Delay; Extension of
Times of Performance . . . . . . . . . . 19
D. [504] Inspection of Books and Records . . . . . 20
VI. [600] DEFAULTS AND REMEDIES
A. [601] Defaults - - General . . . . . . . . . . 20
j B. [602] Legal Actions . . . . . . . . . . . . . . 21
{) 1. [603] Institution of Legal Actions . . . . 21
2 . [604] Applicable Law . . . . . . . . . . . 21
3 . [605] Acceptance of Service of Process . . 21
C. [606] Rights and Remedies are Cumulative . . . 22
D. [607] Inaction Not a Waiver of Default . . . . 22
E. [608] Remedies . . . . . . . . . . . . . . . . 22
1. [609] Damages . . . . . . . . . . . . . . 22
VII. [700] SPECIAL PROVISIONS
A. [701] Submission of Documents to
Agency for Approval . . . . . . . . . . . 23
B. [702] Successors in Interest . . . . . . . . . 23
(ii)
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VIII . [800] ENTIRE AGREEMENT, WAIVERS . . . . . . . . . . 23
IX. [900] TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY
A. [901] Time for Acceptance . . . . . . . . . . . 24
ATTACHMENT NO. 1 - LEGAL DESCRIPTION OF THE SITE
ATTACHMENT NO. 2 - AGENCY GUARANTEE AGREEMENT
ATTACHMENT NO. 3 - PERSONAL GUARANTY OF MR. FAKHOURY
ATTACHMENT NO. 4 - PERSONAL GUARANTY OF MRS. FAKHOURY
ATTACHMENT NO. 5 - FORM OF DEED OF TRUST WITH ASSIGNMENT OF RENTS
(iii)
SBEO/0001 10PAIRUBA
08/30194 2:20 j
OWNER PARTICIPATION AGREEMENT
THIS AGREEMENT IS ENTERED INTO this 3- day of
1994 by and between the REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO (the "Agency") , and RUBA ENTERPRISES, INC. ,
a California corporation (the "Participant") . Agency and
Participant hereby agree as follows:
I . [100] SUBJECT OF AGREEMENT
A. [101] Purpose of Agreement
The purpose of this Agreement is to effectuate the
Redevelopment Plan for the Northwest Redevelopment Project (the
"Redevelopment Plan") by providing for Agency assistance to
Participant in connection with the financing of the Site, as
hereinafter defined, which is located within the Northwest
Redevelopment Project Area (the "Project Area") and which will
provide for economic development which will directly benefit the
Project Area. The execution of this Agreement is in the vital and
j best interests of the City of San Bernardino, California (the
f "City") and the health, safety and welfare of its residents, and in
accord with the oses c ubli purposes and
P P p provisions of applicable state
and local laws and requirements under which the Redevelopment Plan
has been undertaken.
B. [102] The Redevelopment Plan
The Redevelopment Plan was approved by Ordinance of the
Common Council of the City of San Bernardino; said Ordinance and
the Redevelopment Plan as so approved are incorporated herein by
reference. The Redevelopment Plan provides for the undertaking of
redevelopment activities.
C. [103 ] The Site
The Site is that certain real property generally located
at 5985 N. Palm Avenue which is the southern corner of the
intersection of the Interstate 215 Freeway and Palm Avenue in the
City of San Bernardino and as more fully described in the "Legal
i
Description of the Site" , which is attached hereto as Attachment
No. 1 and is incorporated herein by this reference.
D. [104] Parties to the Agreement
1. [105] The Agency
The Agency is a public body, corporate and politic,
exercising governmental functions and powers and organized and
existing under Chapter 2 of the Community Redevelopment Law of the
State of California (Health and Safety Code Section 33020, et seq. )
The principal office of the Agency is located at 201 North "E"
Street, San Bernardino, California 92401.
"Agency" , as used in this Agreement, includes the a
Community Development Commission of the City of San Bernardino, the
Economic Development Agency of the City of San Bernardino the
Redevelopment Agency of the City of San Bernardino and any
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assignee of or successor to their rights, powers and
responsibilities.
2 . [106] The Participant
The principal office and mailing address of the
Participant for purposes of this Agreement is 5985 N. Palm Avenue,
San Bernardino, California 72407, Attn: Atef Fakhoury.
M 3 . [107] Prohibition Against Change in Ownership,
Management and Control of the
Participant
The qualifications and identity of the Participant are of
particular concern to the Agency. It is because of those
qualifications and identity that the Agency has entered into this
Agreement with the Participant. No voluntary or involuntary
successor in interest of the Participant shall acquire any rights
or powers under this Agreement except as expressly set forth
herein.
The Participant shall not assign all or any part of this
Agreement or any rights hereunder without the prior written
i
approval of the Agency, which approval the Agency may grant,
withhold or deny at its discretion. In the event of such transfer
or assignment: (1) the assignee shall expressly assume the
obligations of the Participant pursuant to this Agreement in
writing satisfactory to the Agency; (2) the original Participant
shall remain fully responsible for the performance and liable for
the obligations of the Participant pursuant to this Agreement; and
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(3) any guarantees provided to assure the performance of the
Participant ' s obligations under this Agreement shall remain in full
force and effect.
In the absence of specific written agreement by the
Agency, no such transfer, assignment or approval by the Agency
shall be deemed to relieve the Participant or any other party from
any obligation under this Agreement.
All of the terms, covenants and conditions of this
Agreement shall be binding upon and shall inure to the benefit of
the Participant and the permitted successors and assigns of the
Participant. Whenever the term "Participant" is used herein, such
term shall include any other permitted successors and assigns as
herein provided.
The restrictions of this Section 107 shall terminate and
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be of no further force and effect upon the repayment in full of the
loan to which the Guaranty (as hereinafter defined) applies.
4 . [108] _Benefit to Project Area
Agency has determined that the prior development of the
Site and continued operation of a business on the Site will
eliminate blight and provide a benefit to the Project Area through
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an increase in tax increment revenues, the increase in sales tax
revenues and the retention of approximately twelve (12) jobs.
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II. [200] AGENCY ASSISTANCE
A. [201] Agency Guaranty
The Agency agrees to guaranty (the "Agency Guaranty")
repayment by Participant of a certain loan in favor of Valley Bank,
or such other lender as the Agency may approve in writing, which
loan is to be in a principal amount equal to One Million Four
Hundred Thousand Dollars ($1, 400, 000) (hereinafter referred to as
the "Participant Loan") . As consideration for the Agency Guaranty
and prior to the Agency' s execution and delivery of said Agency
Guaranty, the Participant shall pay to the Agency a fee for the
provision of the Agency Guaranty in an amount equal to Twenty-One
Thousand Dollars ($21, 000) (the "Guaranty Fee") . The proceeds of
the Participant Loan are to be used by Participant to cause the
refinancing of the development of an existing Arco AM/PM Gas
Station (the "Project") . The Agency Guaranty shall be reflected in
a certain
Guaranty Agreement in favor of the lender, as provided in
Section 312 hereof, and shall be in a form substantially similar to
Attachment No. 2 attached hereto and incorporated herein by
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reference. In consideration for the Agency's provision of the
Agency Guaranty, the Participant shall cause the immediate
refinancing of the Site and shall cause the execution of personal
guaranties of Mr. Fakhoury and Mrs. Fakhoury (the "Personal
Guaranties") in the forms of Attachment No. 3 and Attachment No. 4,
respectively, which are incorporated herein by this reference. In
addition, Participant shall execute three (3) Deeds of Trust in
favor of the Agency, one of which will convey title to
Participant's principal place of residence located at 3779 Elmira
Street in the City of Claremont, a second which will convey title
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in the Project and a third which will convey title in certain
property owned by the Participant generally located at 18674
Eleventh Street, in the unincorporated area of Bloomington, County
i
of San Bernardino all as more fully provided in Section 312 hereof.
The Agency' s obligation with respect to the execution and
provision of the Agency Guaranty shall become binding only upon
written approval by the Agency of the refinancing documents,
submitted by Valley Bank and at such time as the Agency has
received (i) an executed original of this Agreement, (ii) the
Personal Guaranties (iii) recorded copies of the three (3) Deeds of
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Trust referenced hereinabove and (iv) the Guaranty Fee.
III. [300] FINANCING OF THE SITE
A. [301] Financing by Participant
Participant and Agency agree that the central purpose of
this Agreement is to provide for the refinancing of the existing
Arco AM/PM Gas Station in order to ensure continued business and
sales volumes related to the Site. The Project shall enable the
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Participant to retain employment opportunities in the Project Area
through the provision of approximately twelve (12) jobs on the
Site.
1. [302] Cost of Project
The Agency shall have no obligations, other than as
expressly set forth herein, with respect to the funding of the
Project or the completion of the refinancing. The Participant
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shall pay any and all costs associated with the provision of the
Participant Loan as well as any and all costs and fees associated
with the establishment of an escrow as well as the provision of the
Agency Guaranty and the preparation and recordation of necessary
documents.
2 . (303] Bodily InIury and Property Damage
Insurance
Participant shall defend, assume all responsibility for
and hold the Agency, the City and their respective officers, agents
and employees, harmless from all claims or suits for, and damages
to, property and injuries to persons, including accidental death
(including attorneys' fees and costs) , which may be caused by any
of Participant' s activities related to this Agreement, whether such
activities or performance thereof be by the Participant or anyone
directly or indirectly employed or contracted with by Participant
and whether such damage shall accrue or be discovered before or
after termination of this Agreement. Participant shall take out
and maintain a comprehensive liability and property damage policy
in the amount of one Million Dollars ($1, 000, 000) combined single
limit, including contractual public liability, and shall protect
City and Agency from claims for damages arising out of Participants
activities under this Agreement as described hereinabove, until two
(2) years after the expiration of the Agency Guaranty.
Participant shall furnish a certificate of insurance
countersigned by an authorized agent of the insurance carrier on a
form of the insurance carrier setting forth the general provisions
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of the insurance coverage. This countersigned certificate shall
name the City and Agency and their respective officers, agents, and
employees as additional insureds under the policy. The certificate
by the insurance carrier shall contain a statement of obligation on
the part of the carrier to notify City and the Agency of any
material change, cancellation or termination of the coverage at
least thirty (30) days in advance of the effective date of any such
material change, cancellation or termination. Coverage provided
hereunder by Participant shall be primary insurance and not
contributing with any insurance maintained by Agency or City, and
the policy shall contain such an endorsement. The insurance policy
or the certificate of insurance shall contain a waiver of
subrogation for the benefit of the City and Agency.
Participant shall furnish or cause to be furnished to
Agency evidence satisfactory to Agency that any contractor with
whom it has contracted for the performance of work on the Site or
otherwise pursuant to this Agreement carries workers ' compensation
insurance as required by law.
3 . (304] City and Other Governmental Agency Permits
Prior to the provision of the Agency Guaranty,
Participant shall, at its own expense, secure or cause to be
secured any and all permits for all necessary on-site and off-site
improvements or ongoing operations on the Site which may be
required by the City or any other governmental agency having
jurisdiction over such activities.
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Nothing contained in this Agreement shall be deemed to be
an approval by the City of any application or permit required to be
obtained by Participant from the City.
4 . [305] Rights of Access
For the purpose of assuring compliance with this
Agreement, representatives of Agency and the City shall have the
right of access to the Site, without charges or fees, at normal
business hours for the purposes of ensuring compliance with this
Agreement, so long as they comply with all safety rules. Such
representatives of Agency or of the City shall be those who are so
identified in writing by the Executive Director of Agency. Agency
shall hold the Participant harmless from any bodily injury or
related damages arising out of the activities of Agency and the
City as
referred to in this s Section 305 and resulting from the
gross negligence or willful misconduct of the City or Agency. This
Section 305 shall not be deemed to diminish or limit any rights
which the City or Agency may have by operation of law irrespective
of this Agreement.
5. [306] _Local , State and Federal Laws
Participant shall carry out the Project and all related
activities on the Site in conformity with all applicable laws,
including all applicable federal and state labor standards;
provided, however, Participant and its successors assigns,
g ,
transferees, and lessees are not waiving their rights to contest
any such laws, rules or standards.
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6. [307] Antidiscrimination
Participant, for itself and successors and assigns,
I agrees that in the operation of the business provided for in this
Agreement, Participant shall not discriminate against any employee
or applicant for employment because of race, color, creed,
religion, age, sex, marital status, handicap, national origin or
ancestry.
B. [308] Taxes , Assessments, Encumbrances and Liens
Prior to expiration of the Agency Guaranty Participant
shall not place or allow to be placed on the Site or any part
thereof any mortgage, trust deed, encumbrance or lien without the
express prior written consent of the Agency. Such written consent
shall not be unreasonably withheld to the extent the Participant is
seeking construction or permanent financing related to the Project.
C. [309] Prohibition Against Transfer of the Site the
Buildings or Structures thereon and Assignment
of Agreement
Prior to expiration of the Agency Guaranty, Participant
shall not, except as permitted by this Agreement, without the prior
written approval of Agency, make any total or partial sale,
transfer, conveyance, assignment or lease of the whole or any part
of the Site or of the buildings or structures on the Site. This
prohibition shall not be deemed to prevent a transfer expressly
permitted pursuant to Section 107 of this Agreement. In addition,
Participant agrees that for a period of ten (10) Y ears from the
date hereof, the Participant shall not move or relocate its
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business operations, presently located on the Site, to any location
which is outside of the boundaries of the City of San Bernardino
without the express prior written consent of the Agency, which
consent shall be given only at the Agency's sole discretion.
D. [310] Agency Guaranty; Deed of Trust
1. [311] Agency Guarantv
The Agency shall execute the Agency Guaranty in
substantially the form as attached hereto as Attachment No. 21
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which Agency Guaranty shall be in favor of the lender described
therein. The Agency's obligation to guaranty the loan to the
Participant for the purposes of completing the refinancing of the
Site shall be limited to an amount equal to $1, 400, 000.
2 . [312] Deed of Trust/Personal Guaranties
In consideration for the Agency's execution and provision
of the Agency Guaranty, Participant shall cause to be executed
personal guaranties of Mr. Fakhoury and Mrs. Fakhoury in the forms
of Attachment Nos. 3 and 4 respectively as well as three (3) Deeds
of Trust substantially in the Form of Attachment No. 5, attached
hereto and incorporated herein by this reference. Said Deeds of
Trust shall provide the Agency with an interest in the principal
place of residence of Mr. Fakhoury located at 3779 Elmira Street in
the City of Claremont, the property on which the Project is located
and in certain other property of the Participant located at 18674
Eleventh Street, in the unincorporated area of Bloomington, County
of San Bernardino and shall be subordinated only to such financing
as the Agency may approve in writing.
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E. [313] Mortgage, Deed of Trust Sale and Lease Back
Financing; Rights of Holders
1. [314] No Encumbrances Except Mort a es Deeds
of Trust or Sale and Lease-Back for
Development
Participant intends to obtain, and Agency agrees thereto,
a loan for the undertaking of the Project in the amount of not to
exceed $1, 400, 000. Participant shall not enter into any conveyance
or lien for other financing without the prior written approval of
Agency, which approval Agency may give in its sole discretion.
Approval of such other conveyance or lien for financing by the
Agency shall not constitute a subordination of the Deed of Trust
related to the Project to such conveyance or lien without the
express written approval of the Agency. The form of approval by
Agency shall be in writing which references this Section 314,
executed by the Executive Director of the Agency. In the event
that the Agency fails to accept or reject such lender in writing
within fifteen (15) days after written notice thereof is received
by the Agency, such lender shall be deemed approved.
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F. [315] Right of Agency to Satisfy Other Liens On The
Site
Prior to the expiration of the Agency Guaranty and after
Participant has had written notice and has failed after a
` reasonable time, but in any event not less than fifteen (15) days,
Y ,
to challenge, cure, adequately bond against, or satisfy any liens
or encumbrances on the Site which are not
otherwise permitted under
this Agreement, Agency shall have the right but not the obligation
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to satisfy any such liens or encumbrances and to seek
indemnification therefor from the Participant.
G. [316] Release of Deed of Trust
Upon the expiration of the Agency Guaranty, Agency agrees
to reconvey the Deed of Trust. Upon the recording of a
reconveyance of the full Deed of Trust, any party then owning or
thereafter purchasing, leasing or otherwise acquiring any interest
in the Site shall not, as a result of such ownership, lease or
acquisition, incur any obligation or liability under this Agreement
except that such party shall be bound by the covenants set forth in
Section 401 of this Agreement, which shall be applicable, each
according to its terms.
IV. [400] USES OF SITE
A. [401] Uses - Covenants Running With the Land
Participant covenants and agrees for itself, its
successors, its assigns, and every successor in interest to the
Site or any part thereof, that for a period of ten (10) years from
the date of this Agreement, the Site will continue to be devoted to
uses as an auto gas station and mini mart so long as such uses are
still economically feasible under commercially reasonable
standards.
The foregoing covenant shall run with the land for ten
(10) years commencing from the date of this Agreement.
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Participant covenants by and for itself and any
successors in interest that there shall be no discrimination
against or segregation of any person or group of persons on account
of race, color, creed, religion, sex, marital status, age,
handicap, national origin or ancestry in the sale, lease, sublease,
transfer, use, occupancy, tenure or enjoyment of the Site, nor
shall Participant itself or any person claiming under or through it
establish or permit any such practice or practices of
discrimination or segregation with reference to the selection,
location, number, use or occupancy of tenants, lessees, subtenants,
sublessees or vendees of the Site. The foregoing covenants shall
run with the land.
All deeds, leases or contracts pertaining to the Site
shall contain or be subject to substantially the following
nondiscrimination or non-segregation clauses:
1. In deeds: "The grantee herein covenants by and for
himself or herself, his or her heirs, executors, administrators and
assigns, and all persons claiming under or through them, that there
shall be no discrimination against or segregation of, any person or
group of persons on account of race, color, creed, religion, sex,
marital status, age, handicap, national origin or ancestry in the
sale, lease, sublease, transfer, use, occupancy, tenure or
enjoyment of the land herein conveyed, nor shall the grantee
himself or herself or any person claiming under or through him or
her, establish or permit any such practice or practices of
discrimination or segregation with reference to the selection,
- 14 -
location, number, use or occupancy of tenants, lessees, subtenants,
sublessees or vendees in the land herein conveyed. The foregoing
covenants shall run with the land. "
2 . In leases: "The lessee herein covenants by and for
himself or herself, his or her heirs, executors, administrators and
assigns, and all persons claiming under or through him or her, that
this lease is made and accepted upon and subject to the following
conditions: "There shall be no discrimination against or
segregation of any person or group of persons on account of race,
color, creed, religion, sex, marital status, handicap, age,
ancestry or national origin in the leasing, subleasing,
transferring, use, occupancy, tenure or enjoyment sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of the
premises herein leased nor shall the lessee himself or herself, or
any person claiming under or through him or her, establish or
permit any such practices or practices of discrimination or
segregation with reference to the selection, location, number, use
I or occupancy of tenants, lessees, sublessees, subtenants or vendees
in the premises herein leased. "
r
3 . In contracts: "There shall be no discrimination
against or segregation of, any person, or group of persons on
account of race, color, creed, religion, sex, marital status, age,
handicap, ancestry or national origin, in the sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of the
premises, nor shall the transferee himself or herself or
any person
claiming under or through him or her, establish or permit any such
- 15 -
practice or practices of discrimination or segregation with
reference to the selection, location, number use or occupancy of
tenants, lessees, subtenants, sublessees or vendees of the
premises. "
B. (402) Maintenance of the Site
Participant shall maintain the Site and shall keep the
I
Site free from any accumulation of debris or waste materials.
Participant further agrees to maintain the Site in a neat
and attractive manner so as not to, in the reasonable determination
of an appropriate officer of the City, be a public nuisance, or be
detrimental to the health, safety and welfare of the public, or
impair value of property within one thousand (1, 000) feet of the
Site, and agrees that in the event Participant fails to do so,
Agency may enter upon the Site for the purposes of performing
necessary and desirable maintenance, that Participant will be
responsible for the cost of any such maintenance undertaken by
Agency, which shall be paid within thirty (30) days after receipt
by Participant of written demand therefor. In addition, the
Participant agrees that to the extent it is in violation of the
provisions of this Section 402 , the Agency shall have a right to
place a lien against the Site in an amount necessary to cover its
costs associated with such violation.
I�I
16 -
0
C. [403] Effect of Violation of the Terms and
Provisions of this Agreement After Completion
of Construction
The covenants established in this Agreement shall,
without regard to technical classification and designation, be
binding for the benefit and in favor of Agency, its successors and
assigns, as to those covenants which are for its benefit. The
covenants contained in this Agreement shall remain in effect until
the termination date of the Redevelopment Plan unless an earlier
date is specified in this Agreement. The covenants against racial
discrimination shall remain in perpetuity.
Agency is deemed the beneficiary of the terms and
provisions of this Agreement and of the covenants running with the
land, for and in its own rights and for the purposes of protecting
the interests of the community and other parties, public or
private, in whose favor and for whose benefit this Agreement and
the covenants running with the land have been provided. The
Agreement and the covenants shall run in favor of the Agency,
without regard to whether Agency has been, remains or is an owner
of any land or interest therein in the Site. Agency shall have the
right, if the Agreement or covenants are breached, to exercise all
rights and remedies, and to maintain any actions or suits at law or
in equity or other proper proceedings to enforce the curing of such
breaches to which it or any other beneficiaries of this Agreement
and covenants may be entitled.
- 17 -
V. [500] GENERAL PROVISIONS
A. [501] Notices Demands and Communications Between
the Parties
Written notices, demands and communications between
Agency and Participant shall be sufficiently given if delivered by
hand (and a receipt therefor is obtained or is refused to be given)
or dispatched by registered or certified mail, postage prepaid,
return receipt requested, to the principal offices of Agency and
Participant. Such written notices, demands and communications may
be sent in the same manner to such other addresses as such party
may from time to time designate by mail as provided in this
Section 501.
Any written notice, demand or communication shall be
deemed received immediately if delivered by hand and shall be
deemed received on the tenth day from the date it is postmarked if
delivered by registered or certified mail.
B. [502] Conflicts of Interest• Nonliabilit
No member, official or employee of Agency or the City
shall have any personal interest, direct or indirect, in this
Agreement. No member, official or employee shall participate in
any decision relating to the Agreement which affects his personal
interests or the interests of any corporation, partnership or
association in which he is directly or indirectly interested. No
member, official or employee of Agency or the City shall be
personally liable to Participant, or any successor in interest, in
the event of any default or breach by Agency or Participant, or for
- 18 -
any amount which may become due to Participant or its successor or
on any obligations under the terms of this Agreement.
i
Participant represents and warrants that it has not paid
or given, and shall not pay or give, any third party any money or
other consideration for obtaining this Agreement.
C. [503] Enforced Delay; Extension of Times of
Performance
In addition to specific provisions of this Agreement,
performance by either party hereunder shall not be deemed to be in
default, and all performance and other dates specified in this
Agreement shall be extended, where delays or defaults are due to:
war; insurrections; floods; earthquakes; fires; casualties; acts of
God; acts of the public enemy; freight embargoes; governmental
restrictions or priority; litigation; unusually severe weather,
acts or omissions of another party; acts or failures to act of the
City or any other public or governmental agency or entity (other
than the acts or failures to act of Agency which shall not excuse
performance by Agency) ; or any other causes beyond the control or
without the fault of the party claiming an extension of time to
perform. Notwithstanding anything to the contrary in this
Agreement, an extension of time for any such cause shall be for the
period of the enforced delay and shall commence to run from the
time of the commencement of the cause, if notice by the party
claiming such extension is sent to the other party within thirty
(30) days of the commencement of the cause. Times of erforma
p nce
- 19 -
i
under this Agreement may also be extended in writing byJthe mutual
agreement of Agency and Participant.
Participant is not entitled pursuant to this Section 503
to an extension of time to perform because of past, present, or
future difficulty in obtaining suitable temporary or permanent
financing for the Site.
D. [504] Inspection of Books and Records
Agency has the right at all reasonable times to inspect
the books and records of Participant pertaining to the Site as
pertinent to the purposes of this Agreement. Participant has the
right at all reasonable times to inspect the public records of
Agency pertaining to the Site as pertinent to the purposes of the
Agreement.
VI. [600] DEFAULTS AND REMEDIES
A. [601] Defaults - - General
Subject to the extensions of time set forth in
Section 503, failure or delay by any party to perform any term or
provision of this Agreement constitutes a default under this
Agreement. The party who so fails or delays must immediately
commence to cure, correct, or remedy such failure or delay, and
shall complete such cure, correction or remedy with diligence.
The injured party shall give written notice of default to
the party in default, specifying the default complained of by the
injured party. Except as required to protect against further
- 20 -
damages, the injured party may not institute proceedings against
the party in default until thirty (30) days after giving such
notice. Failure or delay in giving such notice shall not
constitute a waiver of any default, nor shall it change the time of
default.
B. [602] Legal Actions
1. [603] Institution of Legal Actions
In addition to any other rights or remedies hereunder,
Agency or Participant may institute legal action to cure, correct
or remedy any default, to recover damages for any default, or to
obtain any other remedy consistent with the purpose of this
Agreement. Any legal actions initiated pursuant to this Agreement
or otherwise with respect to this subject matter must be instituted
in the Superior Court of the County of San Bernardino, State of
California, or in an appropriate municipal court in that county.
2 . [604] Applicable Law
The laws of the State of California shall govern the
interpretation and enforcement of this Agreement.
3 . [605] Acceptance of Service of Process
In the event that any legal action is commenced by any
party against another party, service of process on such party shall
be made by personal service upon such party or in such other manner
as may be provided by law, and shall be valid whether made within
or without the State of California.
- 21 -
< r
C. [606] Rights and Remedies are Cumulative
Except as otherwise expressly stated in this Agreement,
the rights and remedies of the parties are cumulative, and the
exercise by any party of one or more of such rights or remedies
shall not preclude the exercise by it, at the same or different
times, of any other rights or remedies for the same default or any
other default by any other party.
D. [607] Inaction Not a Waiver of Default
Any failures or delays by any party in asserting any of
its right and remedies as to any default shall not operate as a
waiver of any default or of any such rights or remedies, or deprive
any party of its right to institute and maintain any actions or
proceedings which it may deem necessary to protect, assert or
enforce any such rights or remedies.
E. [608] Remedies
1. [609] Damages
If either Participant or Agency defaults with regard to
any of the provisions of this Agreement, the non-defaulting party
shall serve written notice of such default upon the defaulting
party. If the default is not cured or if a cure has not been
commenced and is being diligently pursued to completion by the
defaulting party within thirty (30) days after service of the
notice of default, the defaulting party shall be liable to the
I'
other for any damages caused by such default, and the non-
defaulting party shall have the right to seek specific performance
and such other remedies as are available in law or equity.
- 22 -
0
VII. [700] SPECIAL PROVISIONS
A. [701] Submission of Documents to Agency. for Approval
Whenever this Agreement requires Participant to submit
any document to Agency for approval, which shall be deemed approved
if not acted on by Agency within the specified time, said document
shall be accompanied by a letter stating that it is being submitted
and will be deemed approved unless rejected by Agency within the
stated time. If there is not a time specified herein for such
Agency action, Participant may submit a letter requiring Agency
approval or rejection of documents within thirty (30) days after
submission to Agency or such documents shall be deemed approved.
B. [702] Successors in Interest
The terms, covenants, conditions and restrictions of this
Agreement shall extend to and shall be binding upon and inure to
the benefit of the heirs, executors, administrators, successors and
assigns of Participant and Agency.
VIII. [800] ENTIRE AGREEMENT, WAIVERS
This Agreement is executed in four (4) duplicate
originals, each of which is deemed to be an original. This
Agreement includes Attachments 1 through 5, which together with
this Agreement constitute the entire understanding and agreement of
the parties.
f
No private entity shall be deemed to be a third party
beneficiary with respect to any provisions of this Agreement.
- 23 -
This Agreement integrates all of the terms and conditions
mentioned herein or incidental hereto, and supersedes all
negotiations or previous agreements among the parties or their
predecessors in interest with respect to all or any part of the
subject matter hereof.
All waivers of the provisions of this Agreement must be
in writing by the appropriate authorities of the Agency and
i
Participant, and all amendments hereto must be in writing by the
f appropriate authorities of Agency and Participant, except that the
Executive Director of Agency may agree to non-substantive changes
hereto with concurrence by Agency Counsel.
Each individual signing below represents and warrants
that he has the authority to execute this Agreement on behalf of
and bind the party he purports to represent.
IX. [900] TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY
A. [901] Time for Acceptance
This Agreement, when executed by Participant and
delivered to Agency, must be authorized, executed and delivered by
Agency on or before thirty (30) days after signing and delivery of
this Agreement by Participant or this Agreement shall be void,
except to the extent that Participant shall consent in writing to
a further extension of time for the authorization, execution and
delivery of this Agreement. The date of this Agreement shall be
the date when it shall have been signed by the Agency as evidenced
by the date first above shown.
24 -
IN WITNESS WHEREOF, Agency and Participant have executed
this Agreement on the day and date first above shown.
"Agencyll
REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
By:
Kenneth J. Henderson
Executive Director
APPROVED AS TO PROGRAM:
Stafford W. Parker
Deputy Director
APPROVED AS TO FORM AND
LEGAL CONTENT:
By: eyto✓t
pe ial Agency Couns 1
"Participant"
RUBA ENTERPRISES,
a California corpor do
By: AtEef a ufff
Title:
SBEO/0001/OPA/RUBA
08130/94 2:20 jf
I
25 -
STATE OF CALIFORNIA )
S'(11-1
ss.
COUNTY OF .
On before me,
personally appeared -�e(=
e—me� (or proved to me on the basis of
satisfactory evidence) to be the person(s) whose name(zT is/me-
subscribed to the within instrument and acknowledged to me that
he/-O�thigf executed the same in his`Yi.e-r-/tube authorized
capacity(j,es') , and that by his/ t�ie-i7r signature(s) on the
instrument the person(,%T, or the entity upon behalf of which the
person,(,$) acted, executed the instrument.
WITNESS my hand and official seal. (Seal)
Signature ,
TAMARA N.TORRES
i COMM.#976441
-s Notary Public—Cdiforn{o
` . SAN BERNARDINO COUNTY
My Comm.Expires NOV 1,1946
STATE OF CALIFORNIA )
ss.
I
COUNTY OF )
On before me,
personally appeared
personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized
capacity(ies) , and that by his/her/their signature(s) on the
instrument the person(s) , or the entity upon behalf of which the
person(s) acted, executed the instrument.
WITNESS my hand and official seal. (Seal)
Signature
STATE OF CALIFORNIA )
ss.
COUNTY OF )
On before me,
personally appeared '
personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized
capacity(ies) , and that by his/her/their signatures) on the
instrument the person(s) , or the entity upon behalf of which the
person(s) acted, executed the instrument.
WITNESS my hand and official seal. (Seal)
Signature
I
ATTACHMENT NO. 1
LEGAL DESCRIPTION
THAT PORTION OF SECTION 12, TOWNSHIP 1 NORTH, RANGE 5 WEST, SAN BERNARDINO
MERIDI;UN, IN THE CITY OF SAN BERNARDINO, ACCORDING TO THE EXTENSION OF THE LINES
OF THE OFFICIAL GOVERNMENT SURVEY EXTENDED INTO THE MUSCUPIABE RANCHO, AS PER
MAP RECORDED IN BOOK 7, PAGE 23 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF
SAID COUNTY.
BEGINNING AT THE SOUTHWEST CORNER OF THAT CERTAIN PARCEL OF LAND AS CONVEYED TO
THE STATE OF CALIFORNIA, BY DEED RECORDED OCTOBER 25, 1955 IN BOOK 3772, PAGE 93
OF OFFICIAL RECORDS, AND DESCRIBED AS PARCEL "C", SAID SOUTHWEST CORNER BEING ON
THE EASTERLY LINE OF PALM AVENUE, 40 FEET WIDE, AS THE SAME NOW EXISTS;
THENCE ALONG THE SOUTHERLY LINE OF SAID PARCEL "C" SOUTH 420 19' 06" EAST, 174
FEET;
THENCE SOUTH 270 40' 03" WEST PARALLEL WITH THE EASTERLY LINE OF SAID PALM
AVENUE, 255.44 FEET;
f THENCE NORTH 426 19' 06" WEST PARALLEL WITH SAID SOUTHERLY LINE OF PARCEL "C",
174 FEET TO A POINT IN THE EASTERLY LINE OF SAID PALM AVENUE;
THENCE NORTHERLY ALONG THE EASTERLY LINE OF SAID PALM AVENUE, 255.44 FEET TO THE
POINT OF BEGINNING.
EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE STATE OF CALIFORNIA, BY DEED
RECORDED AUGUST 20, 1958 IN BOOK 4582, PAGE 507, OFFICIAL RECORDS, DESCRIBED AS
FOLLOWS:
THAT PORTION OF SECTION 12, TOWNSHP 1 NORTH, RANGE 5 SOUTH, SAN BERNARDINO
MERIDIAN, ACCORDING TO THE EXTENSION OF THE LINES OF THE OFFICIAL GOVERNMENT
SURVEY, EXTENDED INTO RANCHO MUSCUPIABE, DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHWEST CORNER OF THAT CERTAIN PARCEL OF LAND AS CONVEYED TO
THE STATR OF CALIFORNIA, BY DEED RECORDED OCTOBER 25, 1955 IN BOOK 3772, PAGE 93
OF OFFICIAL RECORDS, RECORDS OF SAID COUNTY, AND DESCRIBED AS PARCEL "C" IN THE
ABOVE MENTIONED DEED, SAID SOUTHWEST CORNER BEING ON THE EASTERLY LINE OF PALM
AVENUE, 40 FELT WIDE AS IT NOW EXISTS;
THENCE ALONG THE SOUTHWEST LINE OF SAID PARCEL "C", SOUTH 42° 19' 06" EAST,
32.02 FEET;
THENCE SOUTH 610 23' 07" WEST, 53.48 FEET TO SAID EASTERLY LINE OF PALM AVENUE,
DISTANT ALONG SAID EASTERLY LINE SOUTH 270 15' 41" WEST 55.44 FEET FROM THE
POINT OF BEGINNING;
THENCE ALONG SAID EASTERLY LINE NORTH 270 15' 41" EAST, 55.44 FEET TO THE POINT
OF BEGINNING.
ATTACHMENT NO. 2
AGENCY GUARANTEE
The REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO,
CALIFORNIA (the "Agency") hereby guarantees to Valley Bank
("Lender") , on the terms and conditions set forth hereinafter, the
obligation of RUBA ENTERPRISES, a California corporation
("Debtor") , as more specifically described hereinafter. This
Guaranty is subject to the following:
1. The Agency' s obligations to Lender are solely with
respect to the debt incurred by Debtor by way of the promissory
note and deed of trust entered into by and between Lender and
Debtor, a true and correct copy of which is attached to this
Guaranty as Exhibit "A" (the "Debt") . The Agency' s obligation
hereunder shall not extend to any other obligation of Debtor to
Lender, or any third party, whatsoever.
2 . The amount of the Agency's obligations to Lender
shall not exceed One Million Four Hundred Thousand Dollars
($1, 400, 000) , less any payments made on account thereof by Debtor
or any other party. Any obligation of the Agency hereunder shall
cease upon payment in full of all principal and interest due under
said note, regardless of the source of said payment.
3 . The obligations of the Agency under this Guaranty do
not extend to any prior, contemporaneous or future debt owed' by
Debtor to Lender.
4. Lender may not, without the prior written consent of
the Agency, enter into any modification, amendment, waiver or other
change in the terms, amount or conditions of the Debt, nor renew,
extend, postpone or accelerate the time for payment or otherwise
change the terms of the Debt, nor release any security held
therefor.
5. Lender covenants that it will diligently exercise
all rights accorded to it under the terms of Exhibit "A" or any
collateral or security agreements held by Lender in connection
therewith.
6. Lender expressly waives any right to seek to obtain
in any manner whatsoever any asset of the Agency which may be in
the possession of the Lender at any time, and agrees solely to
exercise its rights under this agreement in accordance with the
terms hereof.
7. In the event of any default by Debtor under the
terms of the Debt, Lender agrees to provide the Agency with notice
thereof within thirty (30) days of the event of said default, so as
to enable the Agency to contact the Debtor and seek to obtain
compliance by the Debtor with the terms of the Debt. Lender
further agrees to provide reasonable notice, which shall not be
ATT. 2 - Page 1
less than forty-five (45) days, prior to taking any action to
declare a default under the terms of the Debt, accelerate the
indebtedness referenced thereby, act upon any security held by
Lender with respect to said indebtedness, or otherwise enforce any
rights against the Debtor or the Agency.
8. The Agency reserves all rights of subrogation or
indemnification against the Debtor with respect to any and all sums
which may be paid by the Agency on behalf of the Debtor under the
terms of this agreement. After any and all conditions precedent
hereunder to the Agency's obligations hereunder have been
satisfied, Lender may make written demand upon the Agency for
payment of any unpaid portion of the Debt and the Agency shall make
or cause to be made payment thereof in full within sixty (60) days
of receipt of such written demand.
9. Notwithstanding any other provision of this Guaranty
to the contrary, the total obligation of the Agency to Lender under
the terms hereof shall not exceed the sum of $1,400, 000.
10. The Agency may not terminate its obligations under
the provisions of this Guaranty until such time as the Debt has
been paid in full or the amount then owed by the Agency pursuant
hereto has been paid in full; provided, however, in the event (i)
the Debtor has not been in default as set forth in the terms of the
Promissory Note and Deed of Trust for a period of sixty (60) months
from the date hereof and (ii) notice to the Agency pursuant to
paragraph 8 above has not been delivered by the Lender after
satisfaction of all conditions precedent demanding a draw of all or
a portion of the principal amount hereof, then this Guaranty shall
automatically expire and be of no further force and effect without
any notice from the Agency to the Lender.
il. In the event of litigation concerning the terms of
this Guaranty, the prevailing party shall be entitled to reasonable
attorneys ' fees.
12 . This Guaranty and the respective rights and
obligations created hereby are subject to and are to be construed
according to the laws of the State of California.
13 . Lender may assign its rights under this Guaranty,
subject to providing fifteen days ' prior written notice thereof to
the Agency.
ATT. 2 - Page 2
14 . The Agency's obligations under this Agreement,
notwithstanding any prior execution hereof by any representative of
the Agency, are subject to the approval of the Community
Development Commission, the legislative body of the Agency.
Dated: REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
By:
KENNETH J. HENDERSON
APPROVED AS TO FORM: Executive Director
Special Agency Counsel
ATT. 2 - Page 3
ATTACHMENT NO. 3
PERSONAL GUARANTY OF $1 , 400 , 000 NOTE
I
1. For valuable consideration, the undersigned Atef
Fakhoury (hereinafter called "Guarantor") unconditionally
guaranties and promises to pay to the Redevelopment Agency of the
City of San Bernardino (hereinafter called "Lender")
or order, on
demand, in lawful money of the United States, any and all
indebtedness of Ruba Enterprises, a California corporation, as
borrower, (hereinafter collectively called "Borrower") to Lender.
The word "indebtedness" is used herein in its most comprehensive
sense and includes any and all advances, debt, obligations, and
liabilities of Borrower or any one or more of them, heretofore,
now, or hereafter made, incurred or created, whether voluntary or
involuntary and however arising, whether due or not due, absolute
or contingent, liquidated or unliquidated, determined or
i undetermined, and whether Borrower may be liable individually or
jointly with others, or whether recovery upon such indebtedness may
be or hereafter become barred by any statute of limitations, or
whether such indebtedness may be or hereafter become otherwise
unenforceable.
2 . The Lender has approved the use of funds in the
amount of One Million Four Hundred Thousand Dollars ($1, 400, 000)
for the benefit of the Borrower evidenced by a Loan Agreement (the
"Agreement") and secured by this personal guaranty (the "Personal
Guaranty") . The liability of Guarantor shall not exceed at any one
time the sum of One Million Four Hundred Thousand Dollars
($1,400, 000) for principal, together with any and all interest upon
the indebtedness or upon such part thereof as set forth in the
Agreement. Notwithstanding the foregoing, Lender may permit the
indebtedness of Borrower to exceed Guarantor's liability. This is
a continuing guaranty relating to any indebtedness, including that
arising under successive transactions which shall either continue
the indebtedness or from time to time renew it after it has been
satisfied. This Guaranty shall not apply to any indebtedness
created after actual receipt by Lender of written notice of its
revocation as to future transactions. Any payment by Guarantor
shall not reduce his maximum obligation hereunder unless written
notice to that effect be actually received by Lender at or prior to
the time of such payment and agreed to in writing by Lender.
3 . The obligations hereunder are joint and several, and
independent of the obligations of Borrower, and a separate action
or actions may be brought and prosecuted against Guarantor whether
action is brought against Borrower or whether Borrower be joined in
any such action or actions and Guarantor waives the benefit of any
statute of limitations affecting his liability hereunder or the
enforcement thereof.
ATT. 3 -
Page 1
4 . Guarantor authorizes Lender, without notice or
demand and without affecting his liability hereunder, from time to
time to (a) renew, compromise, extend, accelerate, or otherwise
change the time for
g payment of, or otherwise change terms of the
indebtedness or any part thereof, including increase or decrease of
the rate or rates of interest thereon; (b) take and hold security
for the payment of this Personal Guaranty or the indebtedness
guaranteed, and exchange, enforce, waive, and release any such
security; (c) apply such security and direct the order or manner of
sale thereof as Lender in its discretion may determine; and (d)
release or substitute any one or more of the endorsers or
guarantors. Lender may, without notice, assign this Personal
Guaranty in whole or in part.
5. Guarantor waives any right to require Lender to (a)
proceed against Borrower; (b) proceed against or exhaust any
security held by Borrower; or (c) pursue any other remedy in
Lender's power whatsoever. Guarantor waives any defense arising by
reason of any disability or other defense of Borrower or by reason
of the cessation from any cause whatsoever of the liability of
Borrower. Until all indebtedness of Borrower to Lender shall have
been paid in full, even though such indebtedness is in excess of
Guarantor's liability hereunder, Guarantor shall have no right of
subrogation, and waive any right to enforce any remedy which Lender
now has or may hereafter have against Borrower, and waive any
benef it of, and any right to participate in any security now or
hereafter held by Lender. Guarantor waives all presentments,
demands for performance, notices of nonperformance, protests,
notices of protest, notices of dishonor, and notices of acceptance
of this Guaranty and of the existence, creation or incurring of new
or additional indebtedness.
6. No lien or right of setoff shall be deemed to have
been waived by any act or conduct on the part of Lender, or by an
neglect to exercise such right or setoff or to enforce such lien,
or by any delay in so doing; and every right of setoff and lien
shall continue in full force and effect until such right or setoff
or lien is specifically waived or released by an instrument in
writing executed by Lender.
7. Guarantor agrees to pay reasonable attorney's fees
and all other costs and expenses which may be incurred by Lender in
the enforcement of this Personal Guaranty.
8. This Personal Guaranty shall remain in effect until
such time as all principal, accrued interest and penalty charges,
as applicable, and all other costs, fees and expenses incurred by
Lender pursuant to the Agreement secured by this Guaranty as
executed and delivered by the Borrower to Lender have been paid in
full. At such time as all financial responsibilities of Borrower
to Lender have been extinguished, this Personal Guaranty shall be
of no force and effect and shall be delivered to the Guarantor.
ATT. 3 - Page 2
t�
9 . In all cases where there is but a single Borrower or
a single Guarantor, then all words used herein in the plural shall
be deemed to have been used in the singular where the context and
construction so require; and when there is more than one Borrower
named herein, or when this Personal Guaranty is executed by more
than one Guarantor, the word "Borrowers" and the word "Guarantor"
respectively shall mean all and any one or more of them.
IN WITNESS WHEREOF, the undersigned Guarantor has
executed this Personal Guaranty on , 1994 .
GUARANTOR
Atef Fakhoury
ACCEPTED BY LENDER:
REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
By:
Kenneth J. Henderson,
Executive Director
SBEO\0092\OPAIRUBA
8/30/94 2:20 jrf
ATT. 3 - Page 3
ATTACHMENT NO. 4
PERSONAL GUARANTY OF 81 400 000 NOTE
1. For valuable consideration, the undersigned Maysoun
Fakhoury (hereinafter called "Guarantor") unconditionally
guaranties and promises to pay to the Redevelopment Agency of the
City of San Bernardino (hereinafter called "Lender") , or order, on
demand, in lawful money of the United States, any and all
indebtedness of Ruba Enterprises, a California corporation, as
borrower, (hereinafter collectively called "Borrower") to Lender.
The word "indebtedness" is used herein in its most comprehensive
sense and includes any and all advances, debt, obligations, and
liabilities of Borrower or any one or more of them, heretofore,
now, or hereafter made, incurred or created, whether voluntary or
involuntary and however arising, whether due or not due, absolute
or contingent, liquidated or unliquidated, determined or
undetermined, and whether Borrower may be liable individually or
jointly with others, or whether recovery upon such indebtedness may
be or hereafter become barred by any statute of limitations, or
whether such indebtedness may be or hereafter become otherwise
unenforceable.
2 . The Lender has approved the use of funds in the
amount of One Million Four Hundred Thousand Dollars ($1,400, 000)
for the benefit of the Borrower evidenced by a Loan Agreement (the
"Agreement") and secured by this personal guaranty (the "Personal
Guaranty") . The liability of Guarantor shall not exceed at any one
time the sum of One Million Four Hundred Thousand Dollars
($1,400, 000) for principal, together with any and all interest upon
the indebtedness or upon such part thereof as set forth in the
Agreement. Notwithstanding the foregoing, Lender may permit the
indebtedness of Borrower to exceed Guarantor's liability. This is
a continuing guaranty relating to any indebtedness, including that
arising under successive transactions which shall either continue
the indebtedness or from time to time renew it after it has been
satisfied. This Guaranty shall not apply to any indebtedness
created after actual receipt by Lender of written notice of its
revocation as to future transactions. Any payment by Guarantor
shall not reduce his maximum obligation hereunder unless written
notice to that effect be actually received by Lender at or prior to
the
i time of such payment and agreed ed
to in writing b
g y Lender.
3 . The obligations hereunder are joint and several, and
independent of the obligations of Borrower, and a separate action
or actions may be brought and prosecuted against Guarantor whether
action is brought against Borrower or whether Borrower be joined in
any such action or actions and Guarantor waives the benefit of any
statute of limitations affecting his liability hereunder or the
enforcement thereof.
ATT. 4 - Page 1
4 . Guarantor authorizes Lender, without notice or
demand and without affecting his liability hereunder, from time to
time to (a) renew, compromise, extend, accelerate, or otherwise
change the time for payment of, or otherwise change terms of the
indebtedness or any part thereof, including increase or decrease of
the rate or rates of interest thereon; (b) take and hold security
for the payment of this Personal Guaranty or the indebtedness
guaranteed, and exchange, enforce, waive, and release any such
security; (c) apply such security and direct the order or manner of
sale thereof as Lender in its discretion may determine; and (d)
release or substitute any one or more of the endorsers or
guarantors. Lender may, without notice, assign this Personal
Guaranty in whole or in part.
5. Guarantor waives any right to require Lender to (a)
proceed against Borrower; (b) proceed against or exhaust any
security held by Borrower; or (c) pursue any other remedy in
Lender' s power whatsoever. Guarantor waives any defense arising by
reason of any disability or other defense of Borrower or by reason
of the cessation from any cause whatsoever of the liability of
Borrower. Until all indebtedness of Borrower to Lender shall have
been paid in full, even though such indebtedness is in excess of
Guarantor' s liability hereunder, Guarantor shall have no right of
subrogation, and waive any right to enforce any remedy which Lender
now has or may hereafter have against Borrower, and waive any
benefit of, and any right to participate in any security now or
hereafter held by Lender. Guarantor waives all presentments,
demands for performance, notices of nonperformance, protests,
notices of protest, notices of dishonor, and notices of acceptance
of this Guaranty and of the existence, creation or incurring of new
or additional indebtedness.
6. No lien or right of setoff shall be deemed to have
been waived by any act or conduct on the part of Lender, or by an
neglect to exercise such right or setoff or to enforce such lien,
or by any delay in so doing; and every right of setoff and lien
shall continue in full force and effect until such right or setoff
or lien is specifically waived or released by an instrument in
writing executed by Lender.
7. Guarantor agrees to pay reasonable attorney's fees
and all other costs and expenses which may be incurred by Lender in
the enforcement of this Personal Guaranty.
8 . This Personal Guaranty shall remain in effect until
such time as all principal, accrued interest and penalty charges,
as applicable, and all other costs, fees and expenses incurred by
Lender pursuant to the Agreement secured by this Guaranty as
executed and delivered by the Borrower to Lender have been paid in
full. At such time as all financial responsibilities of Borrower
to Lender have been extinguished, this Personal Guaranty shall be
of no force and effect and shall be delivered to the Guarantor.
ATT. 4 - Page 2
9. In all cases where there is but a single Borrower or
a single Guarantor, then all words used herein in the plural shall
be deemed to have been used in the singular where the context and
construction so require; and when there is more than one Borrower
named herein, or when this Personal Guaranty is executed by more
than one Guarantor, the word "Borrowers" and the word "Guarantor"
respectively shall mean all and any one or more of them.
IN WITNESS WHEREOF, the undersigned Guarantor has
executed this Personal Guaranty on 1994 .
GUARANTOR
Maysoun Fakhoury
ACCEPTED BY LENDER:
REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
By:
Kenneth J. Henderson,
Executive Director
SBEO\0092\OPA\RUBA
8/30/94 2:20 jrf
ATT. 4 - Page 3
ATTACHMENT NO. 5
I
` RECORDING REQUESTED BY )
1 AND WHEN RECORDED MAIL TO: )
(Space Above for Recorder' s Use)
DEED OF TRUST WITH ASSIGNMENT OF RENTS
Deed of trust made on , 1994 by Ruba
Enterprises, Inc. , hereinafter called "Trustor" , whose address is
5985 N. Palm Avenue, San Bernardino, California 92407, to
hereinafter referred to as
"Trustee" , whose business address is f San
Bernardino, California , in favor of the REDEVELOPMENT AGENCY
OF THE CITY OF SAN BERNARDINO, hereinafter referred to as
"Beneficiary" , whose business address is 201 North "E" Street,
Third Floor, San Bernardino, California 92401 .
Trustor irrevocably grants, transfers, and assigns to
Trustee in trust, with power of sale, all that property, including
all easements and rights of way used in connection therewith or as
a means of access thereto, in the City of San Bernardino, County of
San Bernardino, State of California, described as follows :
That certain property located in the City of
San Bernardino, County of San Bernardino, State of California, more
particularly described as :
SEE ATTACHMENT NO. 1
together with the rents, issues and profits thereof, subject
however to the right reserved by Trustor in Paragraph B-16 hereof
to collect and apply such rents, issues and profits, prior to any
default hereunder; for the purpose of securing performance in a
timely manner of all of Trustor' s obligations under that certain
Owner Participation Agreement dated as of (the "OPA")
and performance of each agreement to Trustor incorporated herein by
reference or contained herein.
ATT. 5 - Page 1
A. To protect the security of this Deed of Trust, Trustor agrees :
1 . To maintain the property in good condition and
repair; not to remove or demolish any building or improvement
thereon; to complete promptly in workmanlike manner any improvement
hereafter constructed thereon and to restore promptly in
workmanlike manner any improvement thereon that is damaged or
destroyed, and to pay when due all costs incurred therefor or in
connection therewith; to comply with all laws, ordinances,
regulations, covenants, conditions and restrictions affecting the
property; not to commit or permit any waste thereof or any act upon
the property in violation of law or of covenants, conditions or
restrictions affecting the property.
2 . To appear in and defend any action or proceeding
purporting to affect the security hereof or the rights or powers of
Beneficiary or Trustee; and also, if at any time Beneficiary or
Trustee is a party to or appears in any such action or proceeding,
or in any action or proceeding to enforce any obligation hereby
secured, to pay all cost and expenses paid or incurred by them or
either of them in connection therewith, including, but not limited
to, cost of evidence of title and attorneys' fees in a reasonable
SUM.
3 . To pay (a) at least ten (10) days before
delinquency, all taxes and assessments affecting the property, all
assessment upon water company stock, and all rents, assessments and
charges for water appurtenant to or used in connection with the
property; (b) when due, all encumbrances, charges and liens, with
interest, on the property or any part thereof, which appear to be
prior or superior hereto; and (c) all costs, fees and expenses of
this trust .
4 . If Trustor fails to make any payment or to do any
act as herein provided, then Beneficiary or Trustee (but without
obligation so to do, and with or without notice to or demand upon
Trustor, and without releasing Trustor from any obligation hereof)
may (a) make or do the same in such manner and to such extent as
either deems necessary to protect the security hereof, Beneficiary
or Trustee being authorized to enter upon the property for such
purpose; (b) appear in or commence any action or proceeding
purporting to affect the security hereof or the rights or powers of
Beneficiary or Trustee; (c) pay, purchase, contest, or compromise
any encumbrance, charge or lien that, in the judgment of either,
appears to be superior hereto; and in exercising any such power,
Beneficiary or Trustee may incur necessary expenses, including
reasonable attorneys' fees .
S . To pay immediately and without demand all sums
expended hereunder by Beneficiary or Trustee, with interest from
date of expenditure at the annual rate of five percentage points
over Bank of America' s published prime rate.
ATT. 5 - Page 2
B. It is mutually agreed that :
I
1 . Any award of damages made in connection with the
condemnation for public use of or injury to the property or any
part thereof is hereby assigned and shall be paid to Beneficiary,
who may apply or release such moneys received therefor upon any
indebtedness secured hereby in such order as Beneficiary
determines, or at the option of Beneficiary the entire amount so
received or any part thereof may be released to Trustor. Such
application or release shall not cure or waive any default or
notice of default hereunder or invalidate any act done pursuant to
such notice.
2 . The acceptance by Beneficiary of any payment less
than the amount then due shall be deemed an acceptance on account
only and shall not constitute a waiver of the obligation of Trustor
to pay the entire sum then due or of Beneficiary' s right either to
require prompt payment of all sums then due or to declare default.
The acceptance of payment of any sum secured hereby after its due
date will not waive the right of Beneficiary either to require
prompt payment when due of all other sums so secured or to declare
default for failure so to pay. No waiver of any default shall be
a waiver of any preceding or succeeding default of any kind.
3 . At any time upon the occurrence of a default,
without liability therefor and with or without notice, upon written
request of Beneficiary and presentation of this deed for
endorsement, and without effecting the personal liability of any
person, Trustee may reconvey any part of the property, consent to
the making of any map or plat thereof, join in granting any
easement or join in any extension agreement or any agreement
subordinating the lien or charge thereof .
4 . Upon written request of Beneficiary, surrender of
this deed to Trustee for cancellation and retention, and payment of
its fees, Trustee shall reconvey, without warranty the property
then held hereunder. The recitals in such reconveyance shall be
conclusive proof of the truthfulness thereof . The grantee may be
designated in such reconveyance as "the person or persons legally
entitled thereto. "
5 . Trustor may give such notice to Beneficiary at any
time before there is a Trustee' s sale of the property. At any time
Trustor is in default in payments to be made to Beneficiary
hereunder, any amounts paid to and received by Beneficiary for
execution of releases pursuant to the terms of this paragraph after
notice of default and election to sell has been recorded shall not,
unless the requirements of Section 2924c of the Civil Code are
fully met by or on behalf of Trustor, waive the right of
Beneficiary to continue its plans to have the property sold, nor
shall they have any effect on the exercise by Beneficiary of the
acceleration privilege contained herein, except to entitle the
person effecting such payment to the release of the property for
which the release amount was paid, and insofar as Beneficiary is
concerned, to constitute a credit against the secured debt .
ATT. 5 - Page 3
6 . If Trustor or any subsequent owner of the property
covered hereby shall occupy the property, or any part thereof,
after any default, Trustor or such owner shall pay to Beneficiary
in advance on the first day of each month a reasonable rental for
the premises so occupied. On failure to pay such reasonable
rental, Trustor or such owner may be removed from the premises by
summary dispossession proceedings or by any other appropriate
action or proceeding.
7 . If default is made in performance of any agreement
hereby secured, then Beneficiary, with or without notice to
Trustor, may institute suit for the foreclosure of this deed, or by
delivering to Trustee a written declaration of default and demand
for sale, as well as a written notice of default and of election to
cause the property to be sold, which notice Trustee shall cause to
be filed for record. If such declaration is delivered to Trustee,
Beneficiary shall deposit with Trustee this deed, and all documents
evidencing expenditures secured hereby.
8 . After the time then required by law has elapsed
after recordation of such notice of default, and notice of sale
having been given as then required by law, Trustee, with or without
demand on Trustor, shall sell the property at the time and place
fixed in the notice of sale, either as a whole or in separate
parcels and in such order as Trustee determines, at public auction,
to the highest bidder, for cash in lawful money of the United
States, payable at the time of sale. Trustee may postpone from
time to time sale of all or any portion of the property by public
announcement at the time and place of sale originally fixed or at
the last preceding postponed time. Trustee shall deliver to the
purchaser its deed conveying the property sold, but without any
covenant or warranty, express or implied. The recitals in such
deed of any matters or facts shall be conclusive proof of the
truthfulness thereof. Trustor, Trustee, Beneficiary or any other
person may purchase at the sale.
9 . After deducting all costs, fees and expenses of
Trustee and of this trust, including cost of evidence of title and
reasonable attorneys' fees in connection with sale, Trustee shall
apply the proceeds of sale to payment of (a) all sums expended
under the terms hereof and not theretofore repaid, with accrued
interest at five percentage points over Bank of America' s published
prime rate per annum, and (b) all other sums then secured hereby in
such order as Beneficiary, in the exercise of its sole discretion,
directs . The remainder, if any, shall be paid to the person or
persons legally entitled thereto.
10 . Before Trustee' s sale, Beneficiary may rescind such
notices of default and of election to cause the property to be sold
by delivering to Trustee a written notice of rescission, which
notice, when recorded, shall cancel any prior declaration of
default, demand for sale and acceleration of maturity. The
exercise of such a right of rescission shall not constitute a
waiver of any default then existing or subsequently occurring, or
impair the right of Beneficiary to deliver to Trustee other
ATT. 5 - Page 4
declarations of default and demands for sale or notices of default
and of election to cause the property to be sold, or otherwise
affect any provision of the secured note or of this deed or any of
the rights, obligations or remedies of Beneficiary or Trustee
I hereunder.
11. Beneficiary may, from time to time as provided by
statute, or by a writing signed and acknowledged by him and
recorded in the office of the county recorder of the county in
which the land or such party thereof as is then affected by this
deed of trust is situated, appoint another trustee in stead and of
Trustee herein named; and thereupon, the Trustee herein named shall
be discharged, and the trustee so appointed shall be substituted as
Trustee hereunder with the same effect as if originally named
Trustee herein.
12 . If two or more persons are designated as Trustee
herein, any or all powers granted herein to Trustee may be
exercised by any of such persons if the other person or persons is
unable, for any reason, to act . Any recital of such inability in
any instrument executed by any of such persons shall be conclusive
against Trustor, his heirs and assigns.
13 . All leases of any structures on the Site which
utilize the Project as defined in the OPA, now or hereafter
affecting the property are hereby assigned and transferred to
Beneficiary by Trustor. Trustor hereby covenants that none of such
leases will be modified or terminated without the written consent
of Beneficiary.
14 . If a default is made in the performance of any
agreement hereby secured, Trustor when requested to do so, shall
give such further written assignments of rents, royalties, issues
and profits; of all security for the performance of leases; and of
all money payable under any option to purchase, and shall give
executed originals of all leases, now or hereafter on or affecting
the property.
15 . Trustor reserves the right, prior to any default in
payment of any indebtedness or performance of any obligation
secured hereby, to collect all such rents, royalties, issues and
profits, as but not before they become due. Upon any such default,
Trustor' s right to collect such moneys shall cease, not only as to
amounts accruing thereafter, but also as to amounts then accrued
and unpaid. In the event of default, Beneficiary, with or without
notice and without regard to the adequacy of security for the
indebtedness hereby secured, either in person or by agent, or by a
receiver to be appointed by the court, (a) may enter upon and take
possession of the property at any time and manage and control it in
Beneficiary' s discretion, and (b) with or without taking
possession, may sue for or otherwise collect the rents, issues and
profits thereof, whether past due or coming due thereafter, and
apply the same, less costs and expenses of operation and
collection, including reasonable attorneys' fees, upon any
obligation secured hereby and in such order as Beneficiary
ATT. 5 - Page 5
determines. None of the aforesaid acts shall cure or waive any
default hereunder or invalidate any act done pursuant to such
notice. Beneficiary shall not be required to act diligently in the
care or management of the property or in collecting any rents,
I royalties or other profits that it is hereby authorized to collect,
and shall be accountable only for sums actually received.
16 . Without affecting the liability of Trustor or of any
other party now or hereafter bound by the terms hereof, from time
to time and with or without notice, Beneficiary may release any
person now or hereafter liable for performance of such obligation,
and may extend the time for payment or performance, accept
additional security, and alter, substitute or release any security.
17. In any judicial action brought to foreclose this
deed or to enforce any right of Beneficiary or of Trustee
hereunder, Trustor shall pay to Beneficiary and to Trustee
'f attorneys, fees in a reasonable sum, to be fixed by the court .
18 . No remedy hereby given to Beneficiary or Trustee is
exclusive of any other remedy hereunder or under any present or
future law.
19 . The pleading of any statute of limitations as a
defense to any and all obligations secured by this deed is hereby
waived, to the full extent permissible by law.
20 . Trustor shall, upon request made by Beneficiary,
furnish the Beneficiary with annual statements covering the
operations of the property.
21 . Beneficiary may collect a "late charge" not to
exceed an amount equal to five percent (50) on the amount past due
and remaining unpaid on any installment that is not paid within ten
(10) days from the due date thereof, to cover the extra expense
involved in handling delinquent payments .
22 . This deed applies to, inures to the benefit of and
binds all parties hereto, their heirs, legatees, devisees,
administrators, executors, successors, successors in interest, and
assigns . The term "Beneficiary" means the owner and holder,
including pledgees, of the Agreement secured hereby, whether or not
named as Beneficiary herein. In this deed, whenever the context so
requires, the masculine gender includes the feminine and neuter,
and the singular number includes the plural, and all obligations of
each Trustor hereunder are joint and several .
23 . Trustee accepts this trust when this deed, duly
executed and acknowledged, is made a public record as provided by
law. Trustee is not obligated to notify any party hereto of
pending sale under any other deed of trust or of any action or
proceeding in which Trustor, Beneficiary or Trustee is a party
unless brought by Trustee.
ATT. 5 - Page 6
Trustor requests that a copy of notice of default and of
any notice of sale hereunder shall be mailed to him at the address
set out opposite his name, immediately below:
MAILING ADDRESSES FOR NOTICES:
RUBA ENTERPRISES
as Trustor:
5985 N. Palm
San Bernardino, California 92407
Attn: Atef Fahoury
ATT. 5 - Page 7
Executed at San Bernardino, California, on the date first
above written.
RUBA ENTERPRISES
a California corporation
By:
By: Atef Fakhoury
Title: Owner
I
ATT. 5 - Page 8
r
P'1
STATE OF CALIFORNIA )
ss.
COUNTY OF )
On before me,
personally appeared
personally known to me (or proved to me on the basis of
satisfactory evidence) to be the person(s) whose name (s) is/are
subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized
capacity(ies) , and that by his/her/their signatures) on the
instrument the person(s) , or the entity upon behalf of which the
person (s) acted, executed the instrument .
WITNESS my hand and official seal . (Seal)
Signature
Executed at San Bernardino, California, on the date first
above written.
as Trustor
By:
Title :