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Home My WebLink AboutS01-Economic Development Agency '"l" -;:,""1?lt!:~~. CITY OF SAN BER"lRDINO - REQUEST 'fR COUNCIL ACTION From: Kenneth J. HeOOeraoo, Director Subject: h-...vAL ~ IICUL Ilutt. r uwr JGP"'BIJ!Jr1' _1"" crrr >>I) ~umq.'8 AMO WDUlB Dept: Camunity Develcpnent . Date: NovE!1li:ler 27, 1989 Synopsis of Previous Council action: Na1e. Recommended motion: AmP!' RESOwrr~ C'.ontact person: Ken HendersaVNestor Nazario Phone: 5065 Supporting data attached: staff ~t Ward: fi FUNDING REQUIREMENTS: Amount: 50,000.00 Source: (Acct. No.) To be Created (Acct. DescriPtion) mp loan Fund ~-J' Finance: , Council Notas: 75-0262 Agenda Item No t:; - I- - - - CITY OF SAN BERN\RDINO - REQUEST F"'\R COUNCIL ACTION STAFF REPORT DescriDtian of ~ SaIII.Iel's Auto Works is a sole prcprietorship amed and operated by Mr. SaIII.Iel H. JOOnsal. '!he catpany has been in bJsiness far twenty-five (25) years (established JanJaIy 1, 1964), usirq the west side CXIII- m.mi.ty as its market base. '!he catpany's services CDlSist of providing auto repair, paint and body 1o'OrIt, and sellirq of rec...ditia'lEld cars. Olrrently, the iYWl{"\ny is seeJdn;J to chan1e its loc:atiCll, ~adts its services and exparxi its market base. Several i.nnaYatiClls have been made in the OCIIpmy's IOOde of doirq bJsiness in order to incxn.......ate planned charges. !tlst significant lIIlal;J these have been its IIIIIrketinJ efforts, whidl will be lime OCIlOEultrated towards the large ~ industty. larger ocntracts will stablize the ......",..ny's cash tlai and allClii far significant adjustments within its staffirq and IIBr"") -d,. capabilities. As a service ariented hJsiness Ilavi.ng S8tV8d its CXIII- m.mi.ty far a l~ period, ~>>1 's Auto Warics has b1Ut a significant rep.It:atiCll, thus allow:in} its planned IIICIIIe to be f'lIlll<G:.led by a stable base of alStaners. UpCIl examinatiCll of the ~'s in:laue stream, it is easily mooq- nized that the 0CIIpmy will prdJably stablize its c.perat.i.aw at rcughly five percent (5%) anmal growth in sales. 'Jhis stablized CJl'ClWt:h will allow its expansiCll plans into the IIIXi1 larger ~ industty and expansiCll of its used car sales to realize cp:'ellter reve- 11IleS . 'Ihe ~ has taken steps to a,..,LLul its expenditunls and edlance its ~d. pract:ioes by 0CI1tractinq with the fim of Wesley Jef- fersc:n and ""'"""Ciates as its JDana1,;.-.....d. ocnsultant. Amount ...... Ill..... .. of IDlID A loan of $50,000 is beirq replsted to IIICIIIe and install ACJ',tp-tt: at the ~'8 new facUities. 'Jhis ACJ"ipmoont has a1nIady been PJr- dlased and relates prlmariIy to frame st:.raightenjJq and wd~ equipoent far trucks. . Rate and"""'" of 1'....... 'Ihe loan request is far a period of ten (10) years, at an intemst rate of eight pa......d. (8l). Collateral Collateral listed is in the fom of equipnent with a 1.4. md. marlcet value of $86,449.00, and residential real estate with EqJity value established at $100,000 (per aamrlsa1). 11/27/89 75.0264 " .. , DUOII'. AD'lO ....;n ~ ~... . l'9 -2- . Job Cru.Uon A total of twelve (12) jct>s will be created by this project. t1ra'encv ClM'" 'Ihi.s item was Dl"'''''''' 00 the S1lIlDlE!l1lel'lt>o1 aaenda ~ ~ ~ s~te is available. tl,1e heavv ~ ~"'7.:'"te~~l~'~ vioj ;;: WJ.th a smMll'ed do:>11~ ~~ ~~v~o~ ~ified bv the r~r"" L'"""l of ~iL~ =~ ~_~::..; ~~ cant infu.'li.oo of f'Urrls f~~k.;_~/;;-"'::' 8 Auto w:; i loan WI1I1d ....'l1st in the '. Reo ...-'1&ltlcn '!he F.oc:n:mdc Deve1Qi",,,,"t PL"":l-'-GIII O:mnittee (PD'C) has reviewed and evaluated this recplSt far financial. assistance and has t:aIl81 act:icn rv>o . ........~ a{.Pl'OVal of this EIIIIll1l bJsiness loan in the lIIIICUI1t or $50,000 to the Mayor and 0......, Can:il. I recu.......d adq:Jtioo of the at1:ad1ed resolutioo. ~J. Director of Q:mu.mity KJJV'NN/lab/3564 attacbment:s ~.t 11/27/1989 < . . 1 2 RBSOLUTION OF THI CITY OF 'AB BBRKlRD1IO AUTBORIIINQ ABD DIRBCTINQ TBB BXBCUTION OF A SDLL BUSInss LOAB AQRBBKBII'1' 3 BETlfBEN TO CITY 01' SAB BElUIARDIJfO ABD SAJl1JBL'. AUTO WORlt8. 4 5 6 7 8 9 10 "SOLUTIO. BUKBBR BB IT RBSOLVBD BY TO IO.YOR ABD COJOlO. COUlfCIL 01' THI CITY 01' SUf BEJUlARDINO AS I'OLLOWS. Section 1. (a) 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 Samuel's Auto Works, which loan agreement is attached hereto as Exhibit -1- and is incorporated herein by reference as though fully set forth at length. The agreement 11 provides for the loaning of funds from the small business loan 12 i program n the amount of $50,000.00. 13 (b) The authorizations to execute the above referenced 14 agreement are rescinded if the parties to the agreement fail to 15 execute same within sixty (60) days of the passage of this 16 resolution. 17 I HEREBY CERTIFY that the foregoing resolution was duly 18 adopted by the Mayor and Common Council of the City of San 19 Bernardino at a meeting thereof, heleS on the 20 _ day of , 1989, by the following vote to 21 wit:,__ 22 IIII ..... ..... ..._ 23 IIII IIII 24 IIII IIII 25 IIII IIII 26 IIII IIII 27 IIII IIII IIII 28 11-28-89 1 1 2 3 4 5 6 7 8 9 f 10 11 12 13 Approved as to form and legal content: 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 , RBSOLtJ'1'IO. o~ eI'l'Y 01' IU BIUUQJtDIIIO"V'1'BORIII.G 'I'D EXECtJ'1'IO. OJ'~IKALL BUllnl1 LOAH AGU""" WI'1'II SAMUBL'I AtJ'1'O WORKS AYES: Councilpersons NAYES: ABSENT: CITY CLERK The foregoing resolution is hereby approved this day , 1988. W.R. "BOB" HOLCOMB, MAYOR City of San Bernardino JAMES F. PENMAN City Attorney BY: 11-28-89 2 '1 ... ~. I , BoRROWER: ~ .. ....... .... ~. .~. --.-- -- . . ..oln 01' au ......DIIIO COJlllOlrIft DI'9JLOJICIb DnUT".... "Ioolloaia Deyelo~.t .Z'09Z'.... (IDI-l'baaoe4) !!MIJIL'. ADl'O 1I)Iq OIr......l .1('1---> PROJECT TITLI. ..locauCIIl'" lutallaUOIl of ....JIIIIIU PRoJECT ADDRESS. 2192 "at ....l...r ,__ SaIl Benarcllao. California 9240l LOAN IS NUMBER CONTRACTS. KJH/lab/0256 OF COMMUNITY DEVEIDPHENT IlUDrr -1- '. , 'f I < ..OUOIl 1lU1Il~t liUt .ba ..CTIO. I PAl'll", 'U., COIIDI!'IO.. 'UClD.., lJQ) IIID..BIIDBII'1' .ilaH. S101. Part i.. to the Agr....nt Repr...ntativ.. of the Parti.. and Service of NoUc.. Tera of this agr....nt Condition. Pr.c.a.qt Independent Contractor'statu. of the Borrow.r aCTIO. II 1UU08. o:r U.'--atzo alii) LOU, r.cwr fDU, UID .ROJrI'soay JfOH S102. 2 2 S103. S104. 3 8105. 3 3 8201. 8202. 8203. 8204. Purpo.. of the agr....nt Purpos. of the Loan Teru of the Loan Proai..ory Note 4 4 4 aCTION III UnB'IDI'l'A'ZON'.aND COVBnNT8 0., IOUOtnIa, AND DBnVW 5 8301. 8302. 8303. Repre..ntations of the Borrower Cov.nants of the Borrow.r 6 7 Default 8BCTION J:V UI'ORI'8, DCORnS UD AUDITS 8 8401. R.porting Requirements Maintenance of ReCOrd. 10 10 11 S402. S403. Audit. and Inspections Validity of Financial Documentation Subllissions 11 S404. i >1 " , , 8eotioa w...w.1-l.r 8405. 8406. 8BeTIOlf V 8501. 8502. 8503. 8504. 8505. 8506. 8507. 8508. 8509. 8510. 8511. 8512. 8513 . 8514. 8515. 8516. 8517. 8518. 8519. it . - ,. O. OOIf_,,'(Ooat...J fitlt Rel.as. of Funds froa Escrow Ita 11 12 R.conv.yanc. F.. GllfJRAL 'l'IRMS AlfD COHDI'l'IOlf8 Indemnification and Insurance 12 -Requirementa Prohibition Against Assignment 13 Liaitation of Corporat. Acta 13 Amendment. and Waivers 14 Coapliance with Statutes and 14 Regulations Conflict of Intereat 14 Political Activity Prohibited 16 Lobbying Prohibited 16 Installation of Financial Assistance 16 Sign Diacrhlination Prohibited 16 lfoncUscrimination, Equal Employment 17 Practices, and Afrirmative Action Plan Employment OPPOrtunities tor Business 17 and Lower Income Persons PartiCipation ot Minorities, Women and 18 Baall Businesses Captions 18 Eff~ ot Legal JUdgment 18 Choice ot Law Governing this Agreement 19 Prohibition ot Legal Proceedings 19 Rights and Remedies 19 ii I'. I , " j , a.otto. lrU.h.~ .... - - ""----':".''''''''~' ~.. ..;,...-.. -. '......:. ~j . _cT""'._" -'._ ua ~ . . ' .,:> ,. . - ..' '. . ' . . :~. bu. I I ..CTIO. VI 2....1.. AOUBIWrl Ses01. Ses02. Complete Agree.ent Number of Page. and AttaChment. Execution {Signature) Page A'l'TACJlJCBII'1'8 1ll l' l' Attachment I Employment Action Plan Attachment II -- Insurance Require.ents UH/lab/0257 - ------ '-- -" -__ -._'.-n-_-'-",-__" _._ ----_.__.~~ Hi ':f .A r--- ..~ ..-. ... ''i~~;~~~[,.... t~ . - . -.. '.- , . '~",:,.t .~.~ . . .-'" . .. -'--, . . ""'~"" . ~ 1 . ACJUas.., IrUlmn ( IDB-J'lDuoe4) BETWEEN THE CITY OF SAN BERNARDINO AND THE (1Ir. 1_.1 Johuoa) IAIGJU.'. AD!O llOIlD ~toeetlOD and Iuetelletioa of IQDI~t (R1LATDIC '1'0) 'l'BI PROJECT ------------------------------------------------------------------ THIS AGREEMENT .is lIac!e anc! entered into by ani! between the City ot San Bernarc!ino, a lIunicipal co~ration, hereinatter call .City", and 1Ir. __1 .JoIuaew. .. '-I . Auto ..... , benainatter called the .Borrower.. I.lIIIIIIII WHEREAs, the City bas entered into a Grant Agreeaent with the United States Depart.ent ot Housing and Orban Developaent, bereinafter called the Grantor, pursuant to Title I ot the Housing and Community Development Act of 1974, as amended, hereinatter referred to as HCOBG, to address the community develOpllent needs of the City; and WHEREAs, the COlllllunity Development Department, hereinatter cal1ed the "COD", has been.Aesignated_-by the- Chyte. prcwide for proper planning, COOrdination an.4:"adJIinistr-aU-on-of-the City'. pro- gr-.s as c!escribed in tIltfClty". -Crint Agreement with the Grantor, and of certain projects funded by the City; and WHEREAs, the COO COOperate. with private individual. and orC]aDization.,other agencies of the City anc! agencies of other gOVernmental juriSdictions in carrying out certain functions and Pro.,,~ams Which are its responsibility; and WHEREAs, the Small Busine.. Revolving Loan Fund program bas been established by the City as part of a City of San Bernardino Economic Development Pi'ogrUl ("EDP.), anc! has been apprCWed by the San Bernardino Mayor and COlllllon Council; and WHEREAS, the project which ia the subject ot this agreement meets the requirements of the above described program; and WHEREAs, Borrower has applied to the City for a loan to help finance the project; and WHEREAs, the City is willing to lend monies to the Borrower on ~ terms and conditions set forth herein; NOW, THEREFORE, in consideration of and in reliance upon the foregoing and upon the covenants, agreements, representations and warrcunties herein contained, the City and the Borrower agree aa follows: 1 . r ...... .. i i. ,: , . B.crIO. J. . PAll'!'!B.. 'l'BRX. mlmI'fION. PRleBDB". AIm IMb.PaIm... 8ftn8 Bl01. ParU.. to tile Aerr....nt. Th. part i.. to th18 Agreement ar.: 1. The Citr of San Bernardino, a .unicipal corporation, having t. principal offic. at 300 North -D- Street, San Bernardino, California 92418. 2. The Borrower, 8_el B. JohnBOD. Aa. 8_1'. .lato Iforb , having ita principal address at 21'2 Weat "laDd A_ lia BernardiDo. c.Ufol1lia, 92411 . The Borrower 18 ( a) BoI. ~r1.to~ (fictitiou. name enterpri.., ndividual, California Corporation/general partnership/liaited JNlrtnerahip.) 810a. ReDre..lItaU"a. of tile Parti.. aall B.rvio. of IIotio.., The representatives of the respectiVe partie. Who are authorized to administer th18 Agreement and to Whoa fonal notices, demands and communications shall be 9iven are a. follows: 1. The representative of the City shall be, unl... other- wise stated in the Agreement: ft. KelUl.tll J. ..nll.raon, Direotor CO"Wl~tl D.".lop..ntDaParta.nt . 300 .oriJr~.HD"~ftr..1:, .1'1f~1"oOr BaD ..1'D&r41110, ca '241'-0001 2. The representative of the Borrower shall be: JIr. s.ael B. JoImeoa ~~ ~= :::..~ . San .rna....f..... Callforafa 92411 3. Formal notices, demands and communications to be given hereunder hy either party shall he made in writing and may he effected hy personal delivery or hy registered or certified ma11, postage prepaid, return receipt reques- ted and shall be deemed communicated as of the date of mailing. 4. If the name of the person designated to receive the notices, demands or communications or the address of Such person is Changed, written notice shall be given, in accord with this section, within five (5) working days of said change. 2 ; . ~-;-;...,.,-::. ~..,-: .101. reN of tllf..crre.elltl. Thi:: Agree.ent shall reuin in full force and .tfeett tra the date ot .xecution by Borrow.r of the PrOlli.eozy .ote, until such ti.. as said PrOllia.Ory Not. ia paid aCCOrding to it. terms, subject to the provisions of 8303 herein. 8104. Conditione pr.O.d.ntL - ..---.-.. - -"'-'.. . A. Prior to the .xecution submit to the City for Action Program Plan in ot thia A9r....nt, the Borrower ehall approval in writift9 an Atfiraative accOrdance with Section 512 herein. B. In the .vent that Borrower i. . COrporation, the prior to the .xecution of this A9re.lI.nt, the Borrow.r eha11 provide the City with copies ot the fOllowift9 dOCUUntar 1. Borrow.rl. Articles ot Incorporation, and all &MndJIente ther.to, a. fil.d with the S.cretary of State. 2. Borrow.r'. By-Laws, and all ..endJa.nta thent;o,.. adop- ted by the Borrow.r and Properly attest-.s. .... . 3. ReSOlutions or other corporate action. of the Borrower'. Board of Director., proparly attested or certified, which specify the na_c.) of the personCs) authorbed to obligate the Borrower and execute contractual docuaent.. 4. Certificate of Good Standing fro. California Secretary ot Stat.. c. In the event-that Bo~Q.W.k!. a partnerShip, -the prior to the execution of this Agre8lD8nt, the Borrower ehall provide the City with copie. ot the Borrower's Partnenhlp Agree- lIent, and evidence of filing tbereot with appropriate fi11ft9 official. D. In the event the Borrower i. an individual doing bua1ne.. under fictitious name, a copy of the Fictitious .... Stat.- lIent and evidence 01 the proper tiling thereOf. 81.05. IlldeDendent COlltr.ctor St.tUB of tbe Borro..r'l The parties agree that the Borrower is an independent con- tractor and that no employees ot the Borrower have been, are, or shall be employees ot the City by virtue of this Agreement, and the Borrower shall so inform each employee organiZation and each employee who is hired or retained by it. SECTrOJl II. PURPOSE OF AGRBIMIlf'1' AIm LOU. LOU TIMS. AIm PROMISSORY NOT. 3 r" " 'Of' :.-.., '~!Y~". '201. PuI'De.. of ..I.ar....at.. _....:~... 0 _. : Th. PUrp~~~_~_~_~:_~_~!:_~~~~~~_~~__~~_~:_~~~~ .~:~ (50.000.00 ) 0 aDP fun . oan to ~ Borrow.r, hereinafter called the -Loan-, tor tile P\ll'p08. and under the term. and condition. ..t forth bareln. '202. PurDo.. of the 1.0_. The purpoae of the Loan i. to provide financial a..i.tance to enable the Borrower to: Pinance the relocation ..... iutaUaUon of beaYy IIIty ...i.....t to tile cOIIpaDJ'a new fadUtiee. 8203. .--...:.:.--:..--:.:-.--=-= -- ----- -._- --- .- -----. !tar.. of 'th. !.GAIl. ------- 0___.._--- _. ~---'- ..-"---:'-- --. - --- A. The City agr... to lend the Borrower, and t:IMi Borrower agrees to borrow frOll the City, an bount not to exceed .TrI'Y _11''''1': 00/100---_________________ DOJ.J.a.RS, ($50.000.00 ), such transact on hereinafter referred to a. the -Loan-. The Loan i. to be evidenced by, and ..de against deUvery of . Promissory Bote executed by the Borrower, bereinafter called the -Bote'! and by this reference incorporated benln. --.-- B. The Bote sball (a) be dated a. ot the closing, (b) bear interest on the unpaid principal at the rate ot et"t ller_t ( 81 ) per annUlI, (c) be for a tera of t_ ----_____ (10) years, and (d) provide for payment of the principal amount thereof and the interest thereon In nilltJ-eh------__________ (96 ) equal monthly installments of SIX-III1IU1IUW. SO: IJULLAIIlIi 100-------_____________________________________________DO~ ($606.64 ), each nclud nq pr nc pal and nterest, and continuing Until said principal and interest are paid in full. c. Each monthly installment shall be applied first to the payment of interest then accrued to the date the payment is 4 . . - . - . reaiaotlon ot tbe . received, "the balance, it any, to principal. 8204. ProahaorY .ote. A. The obligaUon of the City to IlaJte the Lou is subject to receipt by the city of the Hote and, at the City's sole discreUon, to the fOllowill9 adc:Utional condittona prece- dent: 1. The representation. and warranties ude berein by the Borrower ahall be true and correct at the tiM of consideration by the Mayor and COlIIIDon Council of the City of San Bernardino with the same effect a. though lIIade at the Closinq. 2. Receipt by the City froa the Borrower of all executed dOCUlllenta in connection with this Aqreeaent, .at18fac- tory in fora and substance to the City. 3. It aatchinq funds constitute a part of this Aqreement, then Borrower shall obtain aatchinq funds ill an &JIOUftt equal to the amount of thi. loan and, .. required by the City, deposit said aatchinq funds into aD account wIth ./1. Escrow Aqency. 4. The City and the Borrower have mutually agreed to the terms and conditions as set forth in the Eaployaent Action Plan, which is attached hereto .. At~chaent I and by this reference 18 incorporated herein. B. The Note ia to be secured__a~ tol~ws: _ __ 1. lullnate {uBiIl_tf.an. APInvAI.ate equity Yd.. of flOO.GOO.OO. 2. lqul.-.t {c_rcf.an _rut Yd_ e.t"'ted at tlS.ooo.OO. C. Borrower shall bave the right, without penalty, to prepay the Note together with the accrued interest thereon as of the date of sucb prepayment. D. The Borrower acknOWledges and agrees that the amount being prOvided under this loan shall be for a total of PIPrr d 00 100------_________________________________ J)OLlJURS, ($ 50,000.00 J,ane! that no add tonal funds to cover addi- tional projects costs, anticipated or unanticipated, incur- red as a result of cost overruns or expenses in financinq this project, are available under this Agreement. SBC'l'rON III. 5 " ~#_~. ~PRB81IftlA'1'IO.8 aim LftIIIJt. o. ~.... .. AIm D"'~ 'J01. R.Dr...DtatioD8 of t.e Borrowe.. To induca City to enter into thia Agreement, Borrower cove- nant. and r.present. to City that: 1. Th. .xecutlon, d.Uvery and perforaance of the Note and. th1e Agr....nt by Borrower have been duly authorized by Borrower. Thia Agre.ment con.titute. a 189al, vaUd and binding obligation of Borrower, enforceable in accord- anc. with it. tem.. The execution and deUvery of thi. Agreement and th. note, and con.uuation of the tran.ac- tion. herein contemplated, will not confUct With, or result in a' breach of, any of the teras, Provi8ion8 or Conditione of any indenture, contract, inatl'Ullent or agreem.nt, includin9 any partner.hip a9l'e..em:, to vbiob Borrower or any of it. Officer. i. a party. No appro- val, consent or authorization of any 90Yernaental authority i. neces.ary for the execution, delivery or pertoraance by the Borrower of thi. A9reaent or of any ot the tel'll8 and condition8. . Borrower bas 900<1 and .arketable title to the real pro- perty identified in S2048 of thia Agreeaent, located at 12 0 Pic:o 4venue.' sQ. Bernardiao. C& 9240"5... - - - . '... , San Bernard , Cal forn a, and t . free end olear frea aU liene except a. .et forth herein: T---lftrlft . 20812 YaRra lloulevar4. . 1100oi1..... -IHlb. - C&._t16~. 2. 3. Borroweria in "Compliance with all_ap~licabl. iJtatute., law., r89UlaUon., and executry. Orden of the United State. of America and aU .tate., forei9ft countri.., other governmental bodies and agencies having juri.dic- tion over it. business or propertie., includift9 (without limitation) all tax laws and Borrower ha. not received notice of any violation of .uch statut.., la"., reCJUla- tions or Orders which have not been reaecliecl prior to the date of thi. Agreement. Borrower po....... all licenses, tradenames, trademark., and peraita a. are required for conduct of it. business without conflict with the rights of other.. D_ There is not pending or threatened against Borrower, or any of its officers, any actions, .uit., proceedift9. or investi- gations at law or in equity or before or by any Federal, state, municipal or governmental department, co_ission, board, bureau, agency or instrumentality Which, if deter- mined adversely, would be likely to have a materially ad- verse effect on the business or properties of Borrower. E. Each and every financial statement, document and record . 6 . ~~ delivered '" arrover t.o the Cit.y in co .. OIl'With thb Agr....nt ~e proposed t.ransact.ion hereunder is . t.ru. and compl.te oopy of said finanoial stat..-nt, dcoua.nt or record, and fairly and accurat.ely renecte the infonation it purports to portray. There has been no oban9. in the condition, financial or otherwise, of Borrower .s shown in the tinancial statements dated .7_ 31 I," , except chang.. in the ordinary course of ~In..s, none of WhiCh, individually or in the aggregate, bas been aat.rially advers., 8302. AlScUtiollal (lo"ellallts ot tll. Borro.er. Borrower covenant. and agrees that, troll the date hereot, until payment 1n tull on the Note and the interest thereon, that it will: 6. 7. 8. 1. Pay the principal and interest on the Hote aCCOrding to its teras. . Par any other aJIOunt.s that llay be due or beooae due and ow nq to the City under or pursuant to the teras of this Agreement or the Note. Execute and delIver all instruments, and pertor. such acb, a. the City lIay reasonably de_ necessary or de- sireable to confirm and secure to the City all rights and remedies conferred upon the City by the teras of this Agreement and Note. . 2. 3. 4. In the event that Borrower sball grant th._C1ty._..........__ ___~.__ " curity interest 'in'Real'--Property as collateral under 8204 (Bl herein,' 'tben...-Borrower agrees to-.ainuin a1: Borrower~~c.ole _~~~Q8. .'POlJU:.Y~.~t~1.-~nsuranc. coverage equal to the amount of the Iou. 5. Give notice to the City of any event that constitutes an Event of Default as set forth in Section 303 of this Agreement or that would, with notice, or lap.e of tille or both, constitute an Event of Default under thb Agreement~ Notice sball specify the nature of such . Event of Default. Not enter into any agreement or other co_itment the performance of wbicb would constitute a breach of any of the covenants contained in this Agreement. Use the Loan proceeds only for tbe 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. 7 '.f ..."" "'-.: "'. - -.- ....~~ -. .-..'\: - t. In th. '-ant tbat Borrower i. . CO+Uoe, then __ rower .BIIl do or cau.. to be don. a~l thlnga neoe..-rr to pre.erve and Mep in full torce and .U<<lt ita corpo- rat. exi.t.nce, riqhts and tr.nchi.... 10. Not violate .ny lava, ordin.nce., qovernmental rule. or regulation. to which it 18 .ubject and not fail to ob- tain any licen.e., penlit., franchis.. or other qovem- .ental .uthorization nec...ary to conduct it. bu. in..., which violation or tailure to obtain might h.ve . mate- rial adver.e effect on the bu.iness, pro.pecta, profit. or condition (fin.ncial or oth.rwis.) of Borrow.r. . 11. Submit .n Annual Employm.nt Report on or betore the tit- . teenth (15th) day of June tor the y.ar.(.) 1990-2000 . Th. Annual Employm.nt Report .h.ll de- tail Borrower's compliance with the ~loyaent Action Plan, Attachment I .ttached her.to and by this reference incorporat.d h.r.in, tor the pr.c.ding twelve (12) month period. 12. Maintain ad.qu.te insurance with respect to the col- l.teral and th. (proprietor.hip, PArtDer.hip or cor- porate) busin... which i. the subj.ct of this Agr....nt, with reputable insurance compani... The Borrower shall maintain insurance in such UlOunt. and against such risks a. 18 custo.ary with co.panie. in the .... or similar busines.; in addition, said insurance cover- ages(s). .hall be in accordance with the general insur- anc. provisions of this Agreement .. specitied in S5018.5, including fir., hazard and general OOIIpr.hen- sive liability insuranc., worker'. coapensation, con- struction/rehabilitation liability,. to proteCt; such . ~___ business and-an -propertY-8ecurlti9-=~-_CJ.tr.!a-1oalh --Sai-cl-- -:-:_ insurance shall be ..int:ained throughout the tenl of th18 loan. The City .hall be nUled a. an additional _ insured, and the policy or policies shall not be subject to cancellation, reduction or nonrenewal -without thirty (30) days prior writt.n notification to the City Attor- n.y by certified ..il. 13. Pay all indebten.ss and Obligations pro.ptly in accord- anc. with noraal t.nu and promptly pay and itischarge or cause to paid and discharved all taxes, assessments and governmental charges or levies imposed upon it or upon its income and profits or upon any of its property, real, personal or mixed, or upon any part thereof, re- spectively, before the same shall become in default. 8303. Default. A. The entire unpaid principal of the Note, and interest then accrued 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- 8 " .. .,-..... It> . ~ ,... 't.;.-......._ . ," . ....., ~.: - -. ., . - . . '" ........ ~- . - . .enbent or.ou.t, if any one of the .IOV1ft, eventa '. (herein cal an -!vent of Default-) .hall ooour and .. continuiWJ at the U.. of .uch de!ll4nCt, ~the&' voluntnl1r or involuntari!y, or, without limitation, ocourrin; or brought about by operation ot law or punuant to or .iD compliance with any jUdgment, decree or order ot any court of any order, rule or reCJUlation or any goverJllll8ntal bodr, provided however that such SWl shall not be payable it Borrower's payments have been expressly extended by the City or the City's a8signs. -Events of Default- shall Include: 1. Payment of any installment of principal ~r intere.t on the Note i. not paid when due and such payment remain. unpaid for thirty (30) days. 2. Borrower faUs to pay when due, or declared due, the obligations secured under this Agreement. 3. Borrower faUs to pertorm or comply with any tene, cOnditions, or covenants as provided hi thie Agreeaent or in any instruments securing or related to this Agree_ ment. \. :~ " , " '.1 4. It any representation or warranty made by the Borrower in this Agreeaent shall prove to be untrue in any ute- rial respect, or it any report, tinanclal atatement or tinancial schedule or other instrument delivered under or pursuant to this Agreement or the transactiona con- templated herein, to ,the City or to any other bolder ot the Note shall prove to be untrue in any uterial re- sPect as ot the date as of which made. 5. A court-enters - a decree or order tor reliet in respect otthe Borrower in an involuntary case under any appli- cable bankruptcy, insolvency or other shlUar law now or hereatter in eftect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator (or simUar otficial) ot the Borrower or tor any substantial part of its property, or orders the winding up or liquidation of its attairs and such decree or order remaina unstayell and in ettect for a period of sixty (60) consecutive days. 6. The OCCUXl'ence (1) of Borrower's becoming insolvent or bankrupt, or ceasing, being unable, or admitting in writing its inability to pay its debts as they mature, or making a general assignment for the benetit of, or entering into any composition or arrangement with credi- tors; (H) of proceedings for the appointment ot a re- ceiver, trustee or liquidator of Debtor, or of a sub- stantial part of its assets, being authorized or insti- tuted by or against it; or (Hi) of proceedings under any bankruptcy, reorganization, readjustment of debt, inSOlvency, dissolution, liquidation or other similar law of any juriSdiction being authorized or instituted 9 ,.. '.". .... by or a.-t the Iorrower. 7. A eeslation or substAntial reduction of operation. ill the bU.ine.s which 18 the subject of this .....nt under ci~cumstances indicative to the Citr of . laat of intention or ability to provide continuing e.ployaent and economic benetit. tor the area in which the busine.s is located. 8. 'ailure to submit the Annual Employment Report reterred to in 8302(12) within ninety (90) days of the scheduled due date for said Report. 9. The los., theft, substantial damaqe, destruction, aban- donment, sale or enCumbrance to or of any of the colla- teral securing payment of the Note, in any lianneI' not tully covered by insurance, or the lIakin; of any levr, .eizure or attachment thereof or thereon. B. If Borrower shall at any tbe default in aaking any payment of principal or interest on the Note, Borrower shall to the full extentpe1'llitted by law, pay to the City or other holder Of the Note, in addition to any other eaounts that may be due from Borrower to such holder, an UlOunt equal to the reasonable costs and expenses incurred by such holder, in its efforts to protect its COllateral, secure papaent, or otherwise de tend its interests hereunder in any jUdicial or administrative proceedinq. 8~Z9. IV. RBPORT8. RBooRnS AIm aUDITIf r. . 8C01. ReDortba R~fr_.Dt;.. - .... --- A. At such ti..s and in such foru as the City Dr require, there shall be furnished to the City such statements, records, reports, data and information as the City lIay request pertaining to matters covered by this Aqreellent. B. Borrower will provide its financial and accountin9 state- ments to the City tor the period endinq ~ 51. 1990 and annually thereafter during term of this Agreement, but not later than three (3) months followinq the expiration of any such period, and at each other time and in such tona as the City may prescribe. 8C02. Maintenance of Reoords. A. Records, in their original form, shall be lIaintained in accordance with the requirements prescribed by the Grantor and the City with respect to all matters covered by this Agreement. Such records shall be retained for a period of six (6) years after termination of this Agreement and after all other pending matters are closed. "Pending Matters. in- 10 T--.-a:-~--_._-. , ! .C03. B. .CO.. ..... B. -. . ~ '.~Ifi~"" - ,/ " .-. - :- . olude, but. not Umited to, an aUditA1U9aUOftl 01' _. . other aotio involvinq reCOrd.. The crry ..y, at t. cu.-_ cretion, take posseuion ot and retain sal, recorda. .__ Record. In their original tora s>ertaininq to ..tter. OOVereel by this Agreement shall at all tim.. be retained within the . City of San Bernardino, or .om. other location .pecifically authorizing in writing by the Dir.ctor of eo..unitr Develop- ment, unl... authorization to r..ove the. i. granted in writing by the City. Audit. .ft~ Jft.D.a~ion.. A. At any time during normal business hour. and a. otten a. the Grantor, the U.S. Comptroller General, AUditor Ceneral of the Stat. of California or the City lIay d.. nec....ry, the Borrower .hall lIake available to the City for exaaination, all of it. record. with respect to all lIatters COV8recl by this Agr.ement. The City, AUditor Ceneral of the State of California, Grantor, and the U.S. Comptroller General shall have the authority to aUdit, exbine and !late excarpt. or transcript. frea records, inclUding all contract., Invoicea, lIaterial., payrolls, record. ot personnel, cond1tl0D8 of employment and other data relating to all utter. covered by this Agre8lllent. The City shall have the authority to lIake physical inspec- tions and to require Such physical safeguarding d.vioes as lOCks, alarms, sates, tire extinguishers, sprinkler systea, etc., to safeguard property and/or equipment fUnded or secu_ red by thi8 Agreement. N:.otwithstanding such fn~ion _ _ _ _ _ __ _. _ authOrity, IlQrrower .:is-.801.y.-zespons1b1e-fo~-tbe prev!e-ien __.. ot securitY<ml!...toJ:': the sale cguarding~-th. business . and its property, ' - , ..:. __~ ~_ --.:...._-:.:-_ .YaUdity of ~hIlUlOi.l Do~.lIt.tiOIl 8uMbslolls.. Financial. reports required to be prepared and submitted by the Borrower to the City shall be accurate and correct in all respeots. .C05. .ele... of hn4ls f.rea ..crov. A. All loan proceeds shall be deposited into an ..crow account with an escrow company designated by the City. Disbursellent of funds shall be jointly authorized by the Borrower and the City. Each disbursement shall be in accordance with 5202 "Purpose of the Loan" and shall be properly suPPOrted by inVOices, VOUchers, executed payrOlls, time records or other documentation evidencing an expenditure and/or encuabrance of funds. B. The costs associated with the loan such as escrow tees, credit reports (TaW), Title Reports, or other sillilar costs shall be delineated in the escrow instructions and disbursed 11 f.f-: "f ..: , . - - -:~..~~....~ .;/~~:_: .,~~o. upon openift9 ot . ~;. ~~. . , '.' 8401. trOll the 1. proceed. ~ODV.9.fta. ,.. In the .v.nt that r.al property i. u..d to aeauz. thi. Lola, th.n Borrower agree. to pay any co.t. incident to title re- conveyanc., including, it appliCable, truetee'. fe.., attor- ney fee., document preparation fe.., reco~1ng I... Or any other r.lat.d .xpen.... IBC!'IOH V. GBHBRAL UUI un COlfDITIOlf8.. 8501. Ind.mnifioation aDd Insurano. .eauir.m.nt.. A. Indemnification: The Borrower undertakes and agre.. to d.fend, indeJtnity and hold harml... the City and any and all of the City'. offi- cers, agent., employees, assigns, and succes.on 1ft inten.t from and against all suits and causes of action, cld.., cost of litigation, damage or liability of any nature what- soever, for death or injury to any person, inCludiftq Bor- rower's employees and agent., or damage or destructIon to any property of either party hereto or thi~ persons in any manner arising by reason of or incident to the perforaance of this Agreement on the part of the Borrow.r or subborrower any tier whether or not contributed to by any act or oai.- sion, active or paSsive, negligent or otherwi.., except for the sole negligence of the City, or the sol. n8CJl1g.nce of any of the City'. officer.,eJlgent. or 8lIIployee~.~<.~ty ap-o,.. _ _ . proval of the Borrower.!.a ~cn:maAce,':9rfailure~ -object, shall be no d.fense to Borrower - concernift9 its Undertaking herein to defend and indemnity City and othera. B. Insurance: 1. The Borrower shall provide and maintain at its own ex- pense throughout the tera of this agreeunt the insur- ance requirements specified herein. Evidence of insur- ance shall be submitted for approval by the City. The City special endorsement forme, referenCed hereto and incorporated by reference, are the preferred tora ot evidence of insurance. Alternatively, Borrower ..y submit two (2) certified copies of the full policy con- taining the appropriate cancellation notice language and additional insured/loss payee language as specified. 2. No release of funds from the Escrow Account sball be made to the Borrower until such time as the Borrower bas complied with all insurance and bonding requirements under this Agreement. The City's Additional Insured Endorsement form, or a form approved by the City, stat- ing that the Borrower is so insured, must accompany any 12 rr.. I , - . ~ - ...... duancs ". funes. unle.. .ald ton b .kwlOulr sub.itt~nd approved by the City. (CI~lltoatlOft of insurance .hall be procured, tiled and aP.Pl6~" ia strict compHance with City rule. and ngulaUona.) With re.pect to the intere.t. ot the City, .ucb 1ft surance .hall not be cancel leeS, reduced 1ft OOVerage or limited or non-reneweeS, except .tter tblrt,r (30) de,. written notice by receipted deUvery bas NeD givan to the Office ot the City Attorney, City Ball, 300 Rorth "0. Street, San Bernardino, CA 9241'-0001. Poliol.. of insurance and fidelity bond., except tor polioie. oov.r- ing Worker's Compensation and E1Dploye..' an4 Volunteer '. Owned and/or LeaseeS Vehicle., shall naaa tbe City.. an Additional Insured and said endorsementa or ot:hel' evi- dence of insurance shall .0 indicate. ridel1tr boncle shall name the City a. loss payee or additional in.ured. In the event of any cancellation, non-renewal, I'eduotion or lblitation of coverage, or notice tbat 8UOb will be effected, City may, but is not required to, .obte1ft insu- rance to protect it. interest., in whicb eveiat the cost thereof shall be reimburSed by Borrower fO~itb. Anr failure to forthwith reiabur.. such expense''idaau con- stitute an Event of Default. e. The City reserves the right at any tble durin; the ten of this Agreement to change the amounts and type. of insurance required hereunder by giving Borrower ninety (90) days written notic.. . 3. 5. The Borrower shall maintain ainim\DI insurance COVerages prescribed - in .Attachment II of this Agreeaent,. which by. this. reference is lncorj>c)rated-heren:-~. _~_ _ . . ~=::-.__~~_ 8502. Probibi tic;; ~~;;~~:C~;~iamt.llt. --- - . A. The Borrower shall not assign this AgreellSllt, nor .ssign or transfer any interest or obUgation in this Agr.....t (whe- ther by assignment or novation) without prior written con- sent of the City. No part of the property securing this Agreement shall be assigned or transferred (except sal.s of inventory in the ordinary course of business). nor shall such property be pledged, without the prior written consent of City. . B. The Borrower shall not enter into any agreeaent with any other party under which SUch other party shall become the recipient of claims due or to become due to the Borrower from the City without prior written consent of the City. 8503. Limitation of COl'Dorate Acts. In the event that Borrower is a cOrporation then the Bor- rower shall not amend its Articles of Incorporation or By_ Laws, move to diSSOlve, transfer any asseta deriVed froa 13 ... ~.~:__. f":':..~ F "_'. <:. tunds prOViclaUn4er this A;r....nt, or iT:.. ttMr. stea- which ..y.. ially affect ita.operaUcM vi 'tbe.~_ formance of thb A9reament vithout tint aotl '" the c:lt7 ...__ in writing. The Borrower shan notify the C:1tr i.ediau1r in writing of any change 1n the Borrower's corporate nAM. 850.. Amendmellta all4 Wdvers.. Thia Agreement aay not be chanqed or ..ended orally, and no waiver hereunder aay be oral, but any change or "'ndaant hereto or any waiver hereunder aust be in writi", and signed by the party or parties against wholD such chanqe, ..enc!llal)t, or waiver 18 Sought to be enforced. 8505. CO.Dlia~a. wit. 8t.tu~.. ana R6aUlatioa.. A. The Borrower warrants and certities that 1D the pertoraanoe of thia Agreement, it shall COIDply with all applicable staa- tutes, rules, regulations and orders of the,tJnl~ Statea, the State of California, the County and City of..... hmar- dino, inclUding laws and regulations pertaWngto labo. r, wages, hours and other conditioM of e.p10JMnt .~ the City's anti-diacr1aination provl8ioM and Mfinattve Action Plan which by thb reference 18 incorporated ben1ft. Bor- rower further warrants and certities that it shall coaply with new, amended, or reviSed laws, regulatioM, and/or procedures that apply to the perfol"lllance of this .eeaent, Upon being provided notice thereOf. Borrower covenants that the DaVis-Bacon Act as b8nc1ed, the Contract Work Hours and Safety Standards Aot, and the Cope_ land -Anti-Kickback Act- shall be a part of all OoMtruction- __ contracts awarded by1;he Borrower 'Pur.UAJft~6:"tbis.~renent-. and all sub .contracts thereto. _~ ____. __ _ 850_. COllfllot of Illterest." A. The Borrower covenant. that none of its diraoton, offican, employees, or agents shall partiCipate in selecti", Subcon- tractors, or ac2llinisterlng subcontract. supported (1ft Whole or in part) by Federal funes. Where such perSOD is . direc- tor, Officer, employee or agent of the SUbcontractor, or where such person knows or ShOUld have knownthata 1. A member of such person's i_ediate 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 eaployment, or; 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 14 " 'j 1 .: . '. . r . ~.'~ suob person .'~ . .ttae.- in the .ubcontn~. publio ~oer, beoaue cial or~er intere.t:. B. De tin itioftaa 1. Th. ten .illllediate t..Uy. includ.., but 18 not U.ited to, those person. related by blood or .arriage, such .. husband, wite, tather, BOther, brother, si.ter, son, daught.r, tather-in-Iav, motherin-Iav, brother-1n-Iav, son-in-law and daughter-in-law. 2. The ten "financial or other interest. includ.., but i. not liaited to: " a. Any direct or indirect financial intere.t in the specific contract, including a cOlDll18alon or f.., a share of the proceeda, prospect of a pr<<*Otion or future employment, a profit, or any other fora of tinancial reward. b. Any ot the following interests in the .ubcontraotint entity: partnership interest or other -..f101.1 . . interest of five percent: Cst) or ~re of the atocJt, emplo)'llent in a aanagerial capacity, or Jlaberah1p on the board of cUrectors or governing body. 'l'bi. pro- vision 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. c. The Borrower fUrther covenants that no Officer, director, employee or agent .hall soUcit: or accept gratuit1.., fa- . vors, or AnythiJig of monetary value,. fro. an. ~ot~l or~ fO~-.". :.". . . tential s~ntcilctOI'=i'8~~--.-_...rty.tu'".h_Ubagre...nti__ '~_.-_ . (or personswbo -are otherwi.e1n a po.itiQD-tobenefitfl'tllif::.... . the actions of any officer, eaployee or agent). " D. The Borrower allall not SIJhtoontract: with a fomer director, officer, or ..ployee within a one (1) year period following the termination of the relation.hip between .aid person and the Borrower. E. Prior to obtaining the City'. approval of any subcontract, the Borrower shall disclose to the City any relationship, financial or otherwise, direct or indirect, 'oftbe Borrower or any of its Officer., directors or employ... of their la- mediate family with the proposed subcontractor and its offi- cers, directors or employees. F. For further clarification of the meaning of any of the teX'IDS Used herein, the parties agree that references shall be lIade to the guidelines, rules and laws of the City of San Bernar- dino, State of California, and Federal regulation regarding conflict of interest. G. The Borrower warrants that it has not paid or given anc! will 15 ".' 'J . J. . ."-.:~";..J'..~ ~ ~ ...... ",. . not pay or.e to Uly tIlird pereon an~._ Oth.r__ sideration . Obtaining tIlis Aqr....nt. , , --.....- B. The Borrower cov.nants tIlat no .ellber, Officer, eaploye. of Borrower shall have any int.r.st, direct or incl1rect, in any contract or subcontract of tile proce.ds thereof for worlt to be perf01'lled in connection with tIlb project durin9 hb/h.r tenure.. such ..ploye., ..lIIber or officer 01' for one (1) year thereafter. . I. The Borrower shall incorporate the tor.going subs.ctions of thie section into .very .gr....nt that it .ntera into in connection with this proj.ct and ahall subatitut. the tera "Subcontractor" tor the t.ra "Borrow.r" and "Sub-contractor" tor "Subcontractor". 8507. ~olitioal Activitv Prohibit.lI. None ot the funda, ..t.riale, property or ""icea provided dir.Ctly or indir.ctly und.r tIlia Agre..ent; llball be used tor any partiean political activity, or to fUrther tile elec- tion or defeat of any candidate for public office. 850.. LobbviDcr Prollibi t.lI. Non. of the funds provided under this Agr....nt aball be Used for any purpose d.sign.d to suPPOrt or defeat any pend_ ing legislation or .dministrative regulation. 850'. InstaUaUoB of Pillalloial A..istalla. PlaB. 8510. The Borrow.r shall, !nst~l1, or caus. -to be _1natalled,' for public displaY''Upon--1:h. project;"pn.1... ll-sign;vith d.aign approVed by -CitY,'id.ntifying-tIle Borrower aa receiving tinancial assistance fraa the City, it aucb a sign 1. re- quested by the Director of COll1lUnity Developaent Departaent._ Pre.. ..1.....~ . -.,.. -'.-- -- ~ ..- .--~. -- In all COlllDUnicationa with tile pr.s., television, radio or any other means of cOlDIDunicatill9 with the vener.l collllunity, the Borrower shall 1Ialt. specific r.ferance to the City of San Bernardino Colllllunity Developaent Departllent as the spon- soring agency of the project. _ 8511. DiacrlaillaU_ Prolllbitell. No person shall on the grounds of race, religion, ancestry, color, national origin, sex, age, or physical handicap, be excluded from participation in, be denied the ben.fit ot, or be subjected to discrimination under this progr..vproject. For purposes of this Section, title 24, Cod. of Feder.l Re- gulations Section 570.601(b) de tines specitic discriminatory actions which are prohibited and correction action which shall be taken in situations as defined therein. 16 . . . " ..1.. 8513. ... .4 ::::t::~=;.~aual "Dlo.,.eat The Borrower ahall comply with the nondiacr1ainaUon and affirmative action providona of the law ot the United State a of Aaarica, the State of California, and the City. In pertoraing thia Agreement, the Borrower shall not discri- minate in ita employment practices againat any eaploy.e, or applicant tor employment because of person's ~ace, reUgion, ancestry, color, national origin, sex, age or phy.ical handicap. Any aubcontract entered into by the Borrower re- lating to thls Agreement, to the extent allOWed bereunder, shall be SUbject to the provisions of thi. paragraph. ::~::~Ilt ODD&rtWli tie. ror Buaine.. and r.ov~r !ncollle Any project/proqraa rundecl in part or in whol. with Com- munity Developllent runda shall comply'with the rOllowing proviaions (referred to a. a Section 3 clause I ) 1. 2. The work to be performed under this contra~ (Agreement) i. on a project assisted under a proqraa provIding di- rect Pederal tinancing assistance from the Department of Housing and Urban Development and is 8Ubjeot to the re- quirement. of Section 3 ot the Housing and Urban Deve- loplllent Act of 1968, as amended, 12 use 1701u. Section 3 requirea that to the greateat extent teasible, oppor- tunities for training and employment be'given to lower income residents of the project area and contracts (agreementa) tor work in connecUon with the project be , awarded to business concerns Which_Are 'located-:lnr"Or-- ~_ " owned ~in .~Ubs~ntnlpart.bypersons ~d4b.r1nthe,-'- ~~_, area of-the project;; '0.' _ ,0_ u ,~~_ _ ,'" C...",_ The parti.. to this contract (Agreement) will. comply with the provisions or .aid Section 3 and~the regula- tion. issuee! pursuant thereto by the Secretary of Hous- ing and Urban Development set torth in !'itle 24 CPR, Part 135, and all applicable rules and orden ot the Department iSSUed thereWlder prior ,to the execution ot this contract (Agreement) certifY and avreethat they are under no contractual or other diSability which would " prevent th.. rroa complying with these reCJUireaents. The Borrower will send to each labor organization or representative ot workers with which he has a collective bargaining agreement or other contract or understanding, if any, a notice advising the said labor organization or worker's representative ot its commitments under this Section 3 clause and shall post copies of the notice in conspicuous places available to employees and applicants for employment and training. The Borrower will include this Section 3 clause in every 3. 4. 17 . ',. . .. '" - "..... " . <. '.-:... .-.~..- -'ZW...... -;,...'" --..'_ ... .uhoo~ for vork- 1ft OOnMction ..~. proj_ ... will, at'e direotion ot the applicant for or r.oipieat ot 'ederal finanoial ...i.unoe, take apprOpriate action pursuant to the .ubcontract upon a tincting that tha eub- contractor i. in violation ot regulationa iseued b.r the Secretary of Hou.ing and Urban Davelopaant, 24 era, Part 135. The Borrower will not .ubcontract with any .'tbooD- tractor where it has notioa ot knowl~e that the latter has bean tound in violation ot regulatIona under Title 24, CPR 135 and will not let any .ubcontract unl... the .ubcontractor.ha. tirst provid.d it with e preli.inary .tatem.nt ot ability to co.ply with the requir"~nt. of th.se regulations. 5. Compliance with the proviaione of Section 3, the regula- tions set forth in Titl. 24 cn, Part 135, ancI all ap- plicabl. rule. and order of the Depart:aent bsued there- under prior to the execution of the contract (agr...ant) shall be a condition of the Federal financial assiatance provided to the project, bindi, upon theappUcant or recipi.nt for .uch assistance, t. 8ucceaaol'a, and a.- signs. Fallure to fulfill these requ~_.hall subject the applicant or recipient, its Contractore and sUbcontractors, its successors and assigna to those sanction. specified by the grant or loan agre..ent or contract through which Federal ass is tance is prOVided, and to such sanctions as are specified by Title 24 era, Part 135. I 'J 851.. PartioiDaUoll of JliDoriti... WO..1l aile! S.all h.lD...... To the fullest extent possible in the adainillitraUon of this Agreement, Borrower agrees to.provide opportunitie.for minoriti.., wOlDen and small businesses to partioipat. in procurements under this Agre-.ent. --.. --.----""!'... '. 8515. CaDtioll8" The section headings appearing herein shall not be de"ad to govern, lait, modify or in any vay affect the scope, mean- ing or intent of these Conditione. 851.. Bffsot of Ioeaal .7'ue!CDISDt. Should any covenant, condition or provision herein contained be held to be invalid by final jUd9lllent in any court of coa- petent jurisdiction, the invalidity of such covenant, condi- tion or provision shall not in any way affect any other co- venant, condition or provision herein contained. 8517. Choice of La. GoVArnilla this Aareemelltt. This Agreement shall be governed by and construed in accord- ance with the laws of the State of Cali~ornia. 18 ~ . .. ...~ -.-'.~ j~ , " ..18. , . "f' 851.. -.... '7.~~..;~~Y~'~.~":,,~;:, .rO!lJbjtl~. r.ecr.l prea..cUaaa. The Borrower 18 prohibited fro. \Idn9 Grant funds received under this Agreement, or fund. realized a. a ~e.u1t of thi. Agreement, tor the purpose of institutift9 1.,.1 proceedinga against the City or it. otticial representative. -. .....-...,. .... ," .::'.~. "'., -.. ' '- . . . Riaht. uul ....dl.., In the event any party fail. to perton, in whole or in part, any prOlli.e, covenant, or agreement beren, or .bould any representation made by it be untrue, al)Y agCJl"ieved party may avail itselt to all right. and remedie., at law- or equity, in the court. of law. Said right. and ruedie. are in addition to those provided for herein. .~O. VI. ....:1.. AClRBIlIm... 8.01. COIIIDlete Aare_eat~ Th18 Agreement contains the full and complete Agreeaent bet- ween the two parties. No verbal agreement or conversation with any otticer or employee of either party shall etfect or modify any ot the terms and conditions of thi. Agreement. 8'oa. Iru"'''er of Paa.s IlDtl Attaollmellt.. /1// //// //// //// //// //// //// //// //// //// //// //// //// //// //// //// //// //// //// This Agreement is executed in three (3) duplicate originals, each of which is deemed to be an original. Thi. Agreement inClUdes, ( ) pages and . . - ( . ) attachments -whiCh constitute tb..ntire-understanding and agreeaent of the parties. 19 ~--;'~"":-""';;.' :~' .' '4' ..r ""7": -.. ,"'~ ~. ~.,'., ~ - -',-...=~" " . . "-""--':.;#:',.' J IN NIb. a.uo" the city of 'an S.a..ino and thee' , ". . Borrower have cau." thla Agr....nt to be .x.cutecI by their dulr ; I authoriz.d repre.entative. en tbla _ day ot ' , l' . - I &ftlr8TI CITY or ... II'--RDIIO CU, Clerk ..a. "10" JIOLClOD, II&TOa CU, o,t .U lenu4!ao' i ! (CORJIORaIIOIr) BY Corporat. h.aldeat ATTB8TI BY Corporat. .eor.tU'J AppEOVeCS a. to fora aD4 1.9al oOlltelltl JA- F. PENMAN City Attorney ____". ;::.J'I<...._-_..... ~.._+.,,_.#_........."-""--._..;;.._ _ ':::...=.:::-=--:--=---~~..... :-- --:-~--+ -. - . ='-':;..- - - (WltD...) BY i 20 - - ~ 'f . -- f . . .~ ----.. ;T-'>l"~. '" " '~~""'.!.-.....~;--. . . ," , a'!7".~"'", J "IX.LOYJWI'l' &CfIO. .LIP .00Do.io D.V.lop..at .rogr.. IbIploya.at Aotio. .1.. .tat..at of Iorrower Borrower doe. hereby' .tat. ~at the funel. r..ulting fro. the Loan Agreement entereel into on behalf of the City of San Bernardino (hereinafter "City") and Borrower .hall be u.ed solely for furthering the purpo.. of the Beono.io Develop..nt ProgrUl (EDP). The purpose of BDP assistance is to benetit the low and .oderate income residents of the City of San Bernardino through the creation and/or retention of jobs to .aid per- 8ons. Pursuant to the purpose of the EDP the Borrower aqre.. ~ comply with the following bploYllent Action Planl BorroW~;r Ymt,er8tands .ana~ agree. that in order to deter- aine that said prograa purpose is being aet, an Annual Eaployment Report shall be' filed with the City. Borrower ~erstands that failure to meet the objectives set forth in this Employment Action Plan or failure to comply with the requirements of filing the Annual Employment Report may , result in the entire outstanding balance of the loan plus interest, being due upon written demand by the City, pursuant to Section 302 of the Loan Agreement and this Statement. KJH/lab/0254 Economic Development Program iii' .: . . . . ~. t -- - -- - . 1 . . . Afn,/'II....... ZZ 1.'UUJf~ UQVI'~Il'l" ~,"-,:.,~.... . (Instructions tor completing, executing and subaittinq Evidence of Insurance to the City of San Bernardino.) Insured: (Contractor, Lessee, Permittee, Borrower, Etc.) Agreement/Reterence No. Date: A. :IllS URaD 1. To expedite completion of the in.urance requir...nt., plea.. give your in.urance agent or broker a copy of the In.urance Requirement. Sheet along with the.e in.tructions and en- dorsement fOrJl8. 2. If your aqreement requires Worker.' COIlpenaation coverag. and you have been authorized bt the Stat. of California to Self-insure Workers' Compen.at on, then a copy of the certificate fro. the Stat. con.enting to ..It-in.urance viII meet the evidence requirement.. 3. All question. relating to insurance .hould be directed to the person or office responsible for your contract, 1...., permit, or other agreement. (Se. items 9 and 10 belov.) B. %JI8VRANCI lOIft"<< BRODa ~~'.__: -'---~,___......,_,~.___ _ _ ,_ "_,~_,_~ ',"'''...,_ 1. Acceptabl. Evidence -- Th. appropriate Citj Special Endor.e- ments are the preferred fol'll of evidence. .0 aOIUfications to the fon'are permitted. Alternatively, certified copies of the full policy containinq additional insured and thirty (30) day cancellation notice language vill be accepted subject to review by the City Attorney. Certificate., Verifications, Memoranda of Insurance and oth.r non-binding documents submitted along ar. not acceptable a. evidence of insurance. Binders are acceptable as interia evidence until POlicies are available. 2. MUltiple Policies -- More than one (1) insurance POlicy may be required to comply with the insurance requirement.. Endorsement forms appropriate to your insured'. agreement, contract, lease or permit have been provided. 3. Signature -- Please have an authorized representative of the insurance company manually sign completed endorsement forma. Signatures lIust be originals as the City Attorney viII not accept facsillile (rubber stamp, photocopy, etc.) or ini- tialed signatures. 1 r~. 'J ' . "ll I . -- .. attialul.at II Coatl.u..... ..9' -2- .~.:~;~. .r_.... ,...t,.....;,~ . , . . . 4. Und.rwriter -- Th. nu. and addr... ot tIae in.urance ooapany underwriting the cov.rag. au.t be noted QD the ender....nt fon. In the cu. of .yndicat.. or 'ub.criptiOll pollei.., indicat. lead underwrit.r. or managing agent and attach a sch.dul. of 8ubscdber., including their percent participa- tion. 5. OocUlDent Referenc. -- Includ. r.f.r.nc. to .ith.r the specific City agreement (bid, contract, 1...., .te.) or 'indicate that all such agreement. are cov'red. C. :IIlSURA!iCI IIQlJIlIMlII'l'8 1. Coverage and Limits -- Th. coverage. and luiu tor .ach type of insurance are specified on the inaurance r'fiUirement sheet. When Coverage 18 on a scheduled buiaL a '.parate sheet a.y be attached to the endorsement U.t;mq .uch scheduled locations, vehiCles, etc., .0 coY'red. Excess Insuranc. -- Endorsement.' to excess poliei.. will be required when prillUlry insurance is inSUfficient to COJaply , with the requirement.. Additional Pages -- If there is inSUfficient .pace on the reverse side of the form to note pertinent infor.ation, such as inClusions, eXClusion. or specific provi.ions, .tc., attach separate sheets and note this on the endorsgent form. 2. 3. 4. ----- - Person to Contact -- Completed endorsementa;-'cou..P'OJfciind. and questions relating to the required insurance are to be directed to-the fOllOWing representaUvea: TeChnical Assistance -- Improperly completed endorsement. will be returned to your insured for correction. Delay in Sub.itUng properly completed .ndors...nt forma ..y delay your insured's intended OCCUpancy ,or operation. Renewals -- For extensions or renewals of insurance pollci,. which have the City's endorsement form(s) attached, we wil:t accept a renewal endorsement or a certificate (with an original Signature) as evidence of continued coverage if it includes the statement that the insurance protection afforded the City of San Bernardino has been renewed under the same terms and conditions as previously approved. 5. 6. 7. 2 .' . --....-- --rlVZ--' - .. atuohae.t II 00at1..... Page -,- . . . " ' IfAJq AGU2K1HT/UJ'llIJtCj lItIXB.a Dan The tollowinq Coveraqe. noted with an .X. are required with the COmbined Sinqle L1.it. (CSL) a. noted on the riqht. Unle.. written exception is allowed by Risk Managment. All coverage. au.t add the City as additional insured. Worker'. Co~ensation Employers Liability ( ) Commercial General Liability ( ) Broad rora Property Damage ( ) Personal Injury ( ) Broad rora Liability Bndors8lllent ( ) Fire Leqal Liability ( ) Garaqekeeper. Legal Liability ( ) OWned lutoaobUes ( ) Nonowned Automobiles ( ) Hired Automobiles ( ) Automobile Liability (it auto is Used tor this contract.) Professional Liability (if applicable) Property Insurance ( ) Extended Coverage ( ) VandaUsa and Malicious MiSchief ( ) Business Interruption (90 days minimun) ( ) Crime (inside and outside) ( ) Sprinkler Leakage ( ) Other 3 Liait. Statutory 8 100.000 81.000.000 $ 81.000.000 90t value of building (Contents at lOOt ot value) $ (All fixed costs plus payroll ) $ ~ " . I.sm"c. UOVf'm.",~. . atuobaeat II COati_a... ~ . -.. ..ge -C- . Inland Marine: . (total cost of qoods in transit at anyone tim.) Comments: flab 0255 4