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HomeMy WebLinkAboutR04-Economic Development Agency o o o o o .DEVELOPIIDT DEPARlh.uU: OF TBB CITY OF SO BERlWlDIBO UOOBST FOK COMMISSIOR/CII1JRCIL ACTIOR From: ICEMlETB J. HEBDERSON Executive Director Subject: APPKOVAL OF A SIW.L BUSIIESS LOAlI J....."""IIUU FOR CUSTOM WI1UlOW rurDG Date: AUiUSt 5, 1991 S:JJlOpsis of Previous C~saionlCoUllcil/C~ttee Action: On July 25, 1991, the Economic Development Program COIIIIIIittee took an action recOIIIIIIending approval to the Mayor and COIIIIIIon Council of the small business loan request submitted by Custom Window Tinting. Keccmal!ll4ed Motion: (Navar 1n'I" c......... Cmmeil \ RESOLUTION OF TBB MAYOR AND COMMON COUNCIL OF TBB CIn OF SAN BEIllWlDIRO AUTHORIZING TBB EXECUTION OF A SMALL BUSIRESS LOAN AGREEMEnT BETWEEN TBB CIn OF SAN BEIllWlDIRO AND CUSTOM WINDOW rInTING, INC. -=7S .....h'iatr.tor ~OR Executive Dinc or Cont.ct Person(s): Xen Henderson/Doris Daniels Phone: 5081 Project Area(s): Ward(s): Second (2) Uotown Supporting Data Attached: Staff Renort: Resolution: Aareement FUNDING REQUIREMEnTS: Amount: *50.000.00 EDP Loan Fund Source: Budget Authority: C~aaionlCoUllcil Notes: XJH:NN:tnt:0082F COMMISSION AGENDA Meeting D.te: 08/05/91 Agl!II4a Item No: ~ o o o o o DEVILOPMBKT DEPh.Ll'm1'lL STAFF REPORT Custom Window TintiDll. Deserintion. of COlllrulllv Custom Window Tinting is structured as a partnership for the purpose of providing a tinting service for offices, houses and bu8ineases. Mr. Ben Cho is the principal in the business and the general partner. Be has been the owner/manager of the business operation aince Rovember, 1989. Prior to current ownership, the company was in operation for aeven (7) years. Under current ownership, the company has been in operation for thirteen (13) months. Mr. Cho (current owner) has a Master's Degree in Business Administration and has auccessfully owned and operated two (2) previous businesses, both in the "food" industry. Many of the same business skilla used in operating his prior two businesses are applicable to achieving success in his current venture. In addition, Mr. Cho haa retained key employees of the previous operation to perform installation of window tinting materials. Some mechanical skills, along with technical knowledge of the product, are required in ita installation. The services of the company are marketed throughout the Inland Empire through newspaper adverti8ing and networking with repair shops and suto dealerships. Market demand aeems to be favorable as can be judged from the increase in Iross receipts. Weather conditions, increased awareness of the dangers of ultraviolet rays from sunlight, and product aesthetics add to the product/services marketability. In addition, the business is well located to sttract the attention of vehicular traffic along Mountain View and Baseline Streets. The averale daily traffic volume along Baseline Street is 20,000 to 30,000 vehicles. The business carries an adequate inventory of tint films and auto seat covers. Other auto accessories will be added as demand rises. The building features an office, a larage and four (4) service bays of Which three (3) are useable. There are currently plans to develop a janitorial service for occupation of the currently unused larage space. Generally the facilities are clean and employee attitudes seem very good. Amount and Pumose of Loan Custom Window Tinting is requesting a loan in the amount of $50,000.00 for the purpose of land/building improvements and working capital. A total of thirty thousand dollars ($30,000.00) will be used for business expansion ($15,000.00) and remodeling of existing property and structure ($15,000.00). XJH:RR:tnt:0082F COJIfiSSIOR M3Rf1A Meeting Date: 08/05/1991 o DEVELOPMDr DBP~,[ STAFF llBPORr Custom WiDdov TintiD& July 30, 1991 Page -2- o o An additionsl $20,000.00 is being sought for working capital for the purpose of purchasing inventory and advertising. Rate and Term of Loan The loan in the amount of $50,000.00 will be amortized over a period of six (6) years at an interest rate of eight (81') percent. Yearly payment of $10,519.92 includes interest and principal amounts. Collateral The loan will be collateralized by the business's real estate property currently valued at $154,500.00. This property is free and clear of all 1iena. Personal real estate property is also available for consideration, as follows: a) Property Value: $154,500.00 b) Type of Property: Business c) Mortgll&e Ba)."ce: Zero d) Property Value: ~fi!i!i.OOO_OO 0 e) Type of Property: Persoual/Residential f) IIortgll&e Balance: $145,743.71 .lob Creation The owner does not propose to create any future jobs. This loan should be approved on the condition that no less than five (5) jobs be created over a mutually agreed period not to exceed five (5) years. lZef!"",,.,..dation The Economic Development Program Committee (EDPC) has reviewed and evaluated this request for financial assistance. The Committee has taken an action recoDlDending approval of this loan application to the Mayor and CODlDon Council. Staff recommends adoption of the attached Resolution. U1'IlUO~~OIf' Bzecutive Director Development Departllent o ClIIMISSIOIf AGElIDA ReetiD& Date: 08/05/1991 KJH:NN:tnt:0082F o o 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 o o o 1 2 DSOLUTIOB OF TJIB MAYOR AIm COIMOB COUBCIL OF TJIB CITY OF SAlt 1l_&1m1BO AImlOIUZIIIG AIm DIRBC'rIlIG TJIB BDcmIOB OF A SJW.L BUSIBBSS LOAB 3 AmI...."Wo; BtmrAAn TJIB CITY OF SAlt BJWWtDIBO AIm CUS'lOll WIJIDOW 'nUJ.aG. 4 5 6 7 RBSOImIOB BOMBIR BE IT DSOLVED BY TJIB MAYOR AIm COIIIIlB CODCIL OF TJIB CITY OF SAlt JJJlV1Il1InIBO AS FOLLOWS: SEC'rIOB 1. The Mayor of the City of San Bernardino is hereby authorized to execute, on behalf of the City of San Bernardino, a loan agreement with CUSTOM wnmow nBTIIIG, which loan agreement is attached hereto as Exhibit "1" and is incorporated herein by reference as though fully set forth at length. The Agreement provides for the loaning of f1D1ds from the Small Business Loan program in the am01D1t of *50.000.00. SEC'rIOW 2. The authorizations to execute the above referenced Agreement are rescinded if the parties to the agreement fail to execute same within sixty (60) days of the paasage of this Resolution. 1/1/ 1/1/ 1/1/ 1/1/ 1/1/ II/I II/I IIII IIII IIII lab:0063E 08/05/1991 1 2 3 4 5 6 7 8 ESTRADA 9 10 o o o 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 I RESOLUTIOR ~IRG MAYOR TO EXECUTE A SJW.L QRESS LOAR AliKUI'mB~ WITB CUSTOM WIRDOW TIRrIRG. I HEREBY CERrIFY that the foregoing resolution was duly adopted by the Mayor and CODDllon Council of the City of San Bernardino at a Re2u1ar meeting thereof, held on the fiID day of AU2ust, 1991, by the following vote to wit: C01IlICIL I'mI'IISERS mI BAYES A R..tt'rA TW ABSEBT REILLY BE1l1WQ)EZ MAUDSLEY MINOR POPE-LUDLAM MILLER City Clerk The foregoing Resolution is hereby approved this day of August, 1991. W.R. HOLCOMB, Mayor City of San Bernardino Approved as to form and legal content: JAMES F. PENMAR, City Attorney BY:~~ 1ab:0063E 08/05/1991 o o~ I o o , o ,. EXHIBIT "I" CITY 01' SAIl BIlIUfARDIRO COMNtJRITY DIlVIlLOPDRT DIlPARTJIIlRT "Ilconolllic Develop.ent proqr.... (IDB-:rinancec!) BORROWER: Custom Window Tinting PROJECT TITLE: Land/Building Improvements and Working Capital PROJECT ADtQtESS: 198 West Baseline Street San Bernardino, California 92410 LOAN IS RtJMBER DEPARTMENT CONTRACTS. OF COMMORITY DEVELOPMENT KJH/lab/0256 o o~ o seotion WlftR"'_r SECTION I 8101. 8102. 8103. 8104. 8105. SECTION II 8201. 8202. 8203. 8204. o o TaBLE 01' ~~I1%I.I1%1. (IDB-l'inaJloec!) Title JlDTIES, 'l'B1UI8, COBDITIONS JlUCIlDBB'l' UD IBDEnBDBB'l' SD'1'1JS Parties to t:he Agreement Representative. of t:he Parties and 8ervice of Notices Term of t:his Agreement Conditions Precedent Independent Contractor Status of t:he Borrower JIVRIlOSE 01' ACJRBBJIBB'l' UD J.OU, I.OU 'l'B1UI8, UD JIROJaSSORY BO'1'B Purpose of t:he Agreement Purpose of t:he Loan Terms of t:he Loan Promissory Note SECTION III UJlJtBSBBDTIONS UD COvUIAIITS 01' BOR1lO1lBR, UD DEI'AUI.'l' 8301. 8302. 8303. Representations of t:he Borrower Covenants of t:he Borrower Default SECTION IV UPORTS, UCORDS UD AUDITS 8401. 8402. 8403. S404. Reporting Requirements Maintenance of Records Audits and Inspections Validity of .Financial Documentation Submissions i b5m 2 2 3 3 3 4 4 4 5 6 7 9 10 11 11 12 o o~ o s.ctioD Vlttllh.r 8405. 8406. SZCTIOJl V 8501. 8502. 8~03. 8504. 8505. 8506. 8507. 8508. 8509. 8510. 8511. 8512. S513. S514. S515. S516. S517. o o 'lULl: 01' CO.'.\'IUI'J!S (CODt...) (IDB-l'iDaDc.4 A~r.".Dt) 'l'lt:l. ba Rel.a.e of Funds from E.crow 12 12 Reconveyance Fee GDIIlUI. DlUI8 AJID COJIDI'lIOJlS Indemnification and In.urance Requirements Prohibition Again.t As.ignment Limitation of Corporate Acts Amendment. and Waiver. 12 14 14 14 14 Compliance with statutes and Regulations Conflict of Int.re.t 15 1"6 Political Activity Prohibited Lobbying Prohibited 16 Installation of Pinancial Assi.tance 17 Sign Pr... Rel.a... 17 Di.crimination Prohibited 17 Nondiscrimination, Equal EmplOYment 17 Practices, and Affirmative Action Plan Employment Opportuniti.s for Business 17 and Lower Income Per.on. Participation of Minoritie., Women and 19 Small Bu.in....s Caption. 19 Effect of Legal Judgment 19 Choice of Law Governing this Agreement 19 11 o o~ o 8.ction ."..h.r S518. S519. o o TABU 01' COftBft8 (Continu.d...) (IDB-FinaDc.d Aqr....nt) Tit1. Prohibition of Legal Proceedings Rights and R_edie. 8ECTION VI BHTIRB AGRBBKBft S601. S602. KJH/lab/0257 Complete Agre_ent Number of Page. and Attachments Execution (Signature) Page A'lT).t!WM1I!l"1'8 Attachment I -- Employment Action Plan Attachment II -- Insurance Requir_ents i11 ba 19 19 19 20 21 o o '- . " o AGUBIIDIT JlUllBBR (IDB-J'iDlUlce4) BETWEEN '1'HE CITY OF SAN BERNARDINO AND '1'HE Custom Window Tinting Land/BuildinR Improvements and Working Capital (RELATING '1'0) '1'HE PROJECT ------------------------------------------------------------------ THIS AGREEMENT is _de and entered into by and betwean the city of San Bernardino, a municipal corporation, hereinafter call "City", and r.lI"~r ~ndOW Tintin2 hereinafter calle e "Borrower". , ][X7J1a..a7J1 WHEREAS, the City has entered into a Grant Agreemant with Othe united States Department of Housing an4 Urban Development, . hereinafter called the Grantor, pursuant to Title I of the Housing and community Development Act of 1974, as amended, hereinafter referred to as HCDA, to address the cODlllunity development needs of the City; and WHEREAS, the CODIIIunity Development Department, hereinafter called the "COD", has been designated by the City to provide for proper planning, coordination and administration of the City's pro- grams as described in the City'S Grant Agre_ent with the Grantor, and of certain projects funded by the city; and WHEREAS, the COD cooperates with private individuals and organizations, other agencies of the City and agencies of other governmental jurisdictions in carrying out certain functions and programs which are its responsibility; and WHEREAS, the Small Busine.s Revolving Loan Fund program has been established by the City as part of a City of San Bernardino Economic Development Program ("EDP"), and has been approved by the San Bernardino Mayor and CODIIIon Council; and WHEREAS, the project which is the subject of this agreement meets the requirements of the above described program; and WHEREAS, Borrower has applied to the City for a loan to help finance the project; and WHEREAS, the City is willing to lend monies to the Borrower on the terms and conditions set forth herein; NOW, THEREFORE, in consideration of and in reliance upon the foregoing and upon the covenants, agreements, representations and O warranties herein contained, the city and the Borrower agree as follows: . LOU ~BHD1T o SMALL BtlSZHJ:SS ZDB-J'iD&Doed pa;e -2- o SBC'1'ZON %. P~'l':IES. '1'BRJI. t!ORD:I'1'%OIUl PlU!:C!ZDDI'J!I. um %IIDBPDJDBft S'rA'1'DB 8101. Pant.. ~o ~h. Acfr....Il~. 8102. OJ o The parties to this Agreement are: 1) The city of San Bernardino, a lIunicipal corporation, having its principal office at 300 North "D" Street, San Bernardino, California 92418. 2) The Borrower, Custom Window Tinting , having its principal address at 198 West Baseline Street. San Bernardino. California 92410 . ..Dr...Ilt:a~lv.. of! 'the JlJani.. ana ..rvia. or Bot;:l.a... The representatives of the respective parties who are authorized to administer this Agre..ent and to whom formal notices, d..ands and cOllllunicationa shall be given are as follows: 1) The representative of the City shall be, unless other- wise stated in the Agre..ent: Ib:. JteDDeth J. BeDdereoD, Direotor COIIIIUDi t7 Developant DeputaeDt SOO North "1)11 8treet, J'ifth I'loor Sn .erzaar4iDO, em 12411-0001 2) The representative of the Borrower shall be: Hr. Chi Hwan Cho Hr. Charles Hun2 S. Cho 3) Formal notices, demands and cOllllunications to be given hereunder by either party shall be made in writing and lIay be effected by personal delivery or by registered or certified lIail, postage prepaid, return receipt reques- t.d and shall be deemed cOlDllunicated as of the date of mailing. 4) If the nalle of the person deaignated to receive the notices, demands or cOllllunications or the address of such person is changed, written notice shall be given, in accord with this section, within five (5) working days of said change. o LOU lwaBBlCB1lT o . SMALL BUSXUSS XDB-Jlilluoe4 o paqe -3- 8103. ~.rm o~ ~hi. Aar....ft~. '1'his Agreement shall remain in full force and effect frOJll the date of execution by Borrower of the PrOJllissory Note, until such time as said PrOJllissory Note is paid according to its tU1llB, subject to the provisions of S303 herein. 8104. COB4i~ioft. >>r.a.4.ft~. o~ 8105. o A. Prior to the execution of this Agreement, the Borrower shall submit to the city for approval in writing an Affirmative Action Progrem Plan in accordance with Section 512 herein. B. In the event that Borrower is a corporation, then prior to the execution of this Agreement, the Borrower shall provide the City with copies of the following documents: 1) Borrower's Articles of Incorporation, and all emendments thereto, as filed with the Secretary of State. 2) Borrower's By-Laws, and all ..endments thereto, as adop- ted by the Borrower and properly attested. 3) Resolutions or other corporate actions of the Borrower's Board of Directors, properly attested or certifiecl, which specify the nUle(s) of the person(s) authorizecl to obligate the Borrower and execute contractual documents. 4) Certificate of Gooc! Standinq frOJll California Secretary of State. C. In the event that Borrower is a partnership, then prior to the execution of this Agreement, the Borrower shall provide the city with copies of the Borrower's Partnership Agree- ment, and evidence of filinq thereof with appropriate filing official. D. In the event the Borrower is an individual doing business under fictitious nUle, a copy of the Fictitious NUle State- ment and evidence of the proper filinq thereof. Xft4.D.D4.B~ eon~r.a~or 8~.~u. o~ ~h. Borro..r. '1'he partie. agree that the Borrower is an independent con- tractor and that no employees of the Borrower have been, are, or shall be employees of the City by virtue of this Agreement, and the Borrower shall so inform each employee organization and each employee who is hired or retained by it. . SMALL BUSXOSS XDB-PlnaDce4 1'age -4- o o LOAM A..UBJlBBT o SBC'l'XON U. JlUllPOSB 01' AGRBmonr.r MID LOAM. LOAM '1'BRMS. MID PROMXSSORY lID'1'B 8201. horDo.. of 'the Acrr....Il't. The purpose of 'this Agreement is to provide Fifty Thousand ______________________________________________________-------- EM)~ ($ 50,000.00 ) of EDP funda to be loaned by 'the C1ty to 'the Borrower, hereinafter called 'the "Loan", for 'the purpose and under 'the terms and conditions set forth herein. , 8202. PIlrao.. of 'the Lollll. The purpose of 'the Loan is to provide financial assistance to enable 'the Borrower to: Land/Building Improvements and Working Capital o~ 8203. tJ'ara. of 'the Loall. o A. The City agrees to lend the Borrower, and 'the Borrower agrees to borrow from 'the city an _ount not to exceed Fifty Thousand and ___________u_OlT/ioo DOLLARS, ($ 50,000.00 ), such transact10n here1nafter referred to as 'the "Loan". The Loan is to be evidenced by, and made against delivery of a Promissory Note executed by 'the Borrower, hereinafter called 'the "Note" and by 'this reference incorporated herein. B. The Note shall (i) be dated as of 'the closing, (11) bear interest on 'the unpaid principal at 'the rate of Ehht Percent ( 8~ ) per annUJII, (11i) be for a term of Six (6 ) years, and (d) provide for payment of the pr1ncipal _ount 'thereof and the interest 'thereon in Seventy - Two o SHALL B08I088 J,OU aDD'1' IDB-FiDaDOe4 page -5- o o~ o ( 72 ) equal monthly installments of $876.66 Ei2ht Hundred Seventy Six and 66/XX IX)~ ($ 876.66 ), each including principal and interest, and continuing until said principal and interest are paid in full. C. Each monthly installment shall be applied first to the paYJllent of int.rut th.n accru.d to the date the payment is rec.ived, and the balanc., if any, to the reduction of the principal. S20C. Proal.aorv .o~.. A. Theobl1gation of the City to malte the Loan is subject to r.ceipt by the City of the Not. and, at the City'S sol. discr.tion, to the following additional conditions prece- dent: 1) Th. r.pr.s.ntations and warranties made h.rein by the Borrower shall be true and corr.ct at the time of consid.ration by the Hayor and COIIIJIIon Council of the City of San Bernardino with the sam. eff.ct as though mad. at the closing. 2) Receipt by the City frOll the Borrow.r of all ex.cut.d docum.nts in conn.ction with this Agr....nt; satisfac- tory in form and substance to the City. 3) If matching funds constitut. a part of this Agr....nt, then Borrow.r shall obtain matching funds in an amount .qual to the amount of this loan and, as required by the City, deposit said matching funds into an account with N/A . Escrow Agency. ") The City and the Borrow.r have mutually agreed to the terms and condi tiClns as set forth in the Employment Action Plan, which is attached h.r.to as Attachment I and by this reference is incorporated herein. B. The Note is to be secured as follows: Business real estate property currently valued at one hundred thirty eight thousand ($138,000.00>. C. Borrower shall have the right, without penalty, to prepay the Note together with the accru.d int.rest thereon as of the date of such prepayment. ~ . SHALL BU8IIIB88 LOU ~BHBBT IDB-l'iDaJlce4 page -1- o o D. The Borrower acknowledges and agrees that the amount being provided under this loan ahall be for a total of Fifty Thousand and 00/100 [K)~, ($ 50,000.00 ), and that no additional funda to cover addi- tional projects costs, anticipated or unanticipated, incur- red as a re.ult of cost overruns or expenses in financing this project, are available under this Agreement. 8BC'l'IOB %II. UPU8m1'1'&'1':r01l8 SIft) mv.4ft. OY 1I01lRODR. atm DD&m.'l' 8301. R.~r...ft~.~ioft. or ~h. lIorrov.r. o~ '1'0 induce City to enter into this Agreement, Borrower cove- nants and represents to city that: 1) The execution, delivery and performance of the Bote and this Agre_ant by Borrower have been duly authorized by Borrower. This Agre_ent constitutes a legal, valid and binding obligation of Borrower, enforceable in accord- ance with its terms. The execution and delivery of this Agreement and the note, and consummation of the transac- - tions herein contUlplated, will not conflict with, or result in a breach of, any of the terllB, provisions or conditions of any indenture, contract, instrument or agre_ent, including any partnerahip agreement, to which Borrower or any of its officers is a party. Bo appro- val, consent or authorization of any governmental authority is necessary for the execution, deliVery or performance by the Borrower of this Agreement or of any of the terlllll and conditions. 2) Borrower has good and 1D&rketable title to the real pro- perty identified in 8204B of this Agreement, located at 198 w~ Baseline street! San Bernardino, California 92410, 8an Berna ino, Californ a, and it is free and clear from all liens except as set forth herein: None . o 3) Borrower is in compliance with all applicable statutes, laws, regulation., and executive orders of the United states of America and all states, foreign countries, other governmental bodies and agencies having juriSdic- tion over its business or properties, including (without limitation) all tax laws and Borrower has not received notice of any violation of such statutes, laws, regula- tions or orders which have not been remedied prior to the date of this Agreement. Borrower possesses all license., tradenames, trademarks, and permits as are required for conduct of its business without conflict with the rights of others. ,0 o 8MALL BU8%D88 LOU AGltBBMIlllT O%J)B-FiDaDCe4 page -7- D. There is not pending or threatened againat Borrower, or any of its officers, any actions, .uit., proceedings or investi- gation. at law or in equity or before or by any federal, state, municipal or governmental department, COIIIJDission, board, bureau, agency or instrumentality which, if deter- mined adver.ely, would be likely to have a materially ad- verse effect on the business or properties of Borrower. E. Each and every financial statement, document and record delivered by Borrower to the City in connection with this Agreement and the proposed transaction hereunder i. a true and complete copy of said financial statement, document or record, and fairly and accurately reflect. the information it purports to portray. There has been no change in the condition, financial or otherwi.e, of Borrower as .hown in - the financial .tatement. dated March 31 1991 , except changes in the ordinary course ol busine.., none of which, individually or in the aggregate, has been materially adverse. 8302. A44i~ioft.l e09.ft.ft~. D~ ~h. Borrov.r. o~ Borrower covenants and agree. that, frOlll the date hereof, until payment in full on the Note and the interest thereon, that it will: 1) Pay the principal and interest on the Note according to its terms. o 2) Pay any other amounts that may be due or becOllle due and owing to the City under or pursuant to the terms of this Agreement or the Note. 3) Execute and deliver all instrument., and perform .uch acts, as the City may reasonably deem necessary or de- sireable to confirm and secure to the City all rights and remedies conferred upon the City by the terms of this Agreement and Note. 4) In the event that Borrower shall grant the City a se- curity interest in Real Property as collateral under S204(B) herein, then Borrower agrees to maintain at Borrower's sole expense a policy of title insurance coverage equal to the amount of the loan. 5) Give notice to the city of any event that constitutes an Event of Default as set forth in Section 303 of this Agreement or that would, with notice, or lapse of time or both, constitute an Event of Default under this Agreement. Notice shall specify the nature of such Event of Default. o SHALL BOURESS LOU ~C6BJIDIT ZDB-:riDuoe4 page -8- o o~ o Not en~r into any agreement or other commitment the performance of which would con.titute a br_ch of any of the covenant. contain.d in thi. Agr.em.nt. U.e the Loan proceedS only for the purpos.. .tated in thi. Agr.ement and for no oth.r purpo.. or purpo.es. Observe all applicabl. f.deral, .tate and local statutes and regulations as well as city of San Bemardino Ordi- nance. a. further defin.d and ..t forth in S.ction 505 of this Agreement. Xn th. event that Borrow.r i. a corporation, then Bor- rower shall do or cau.. to be done all thing. necessary to pr..erve and k.ep in full forc. and effect its corpo- rate exist.nce, rights and franchi.... 10) Not violate any law., ordinance., governmental rule. or regulations to which it is .ubject and not fail to ob- tain any licen..., permit., franchi._ or oth.r govem- mental authorization nece..ary to conduct it. busine.s, which violation or failure to obtain might have a mat.- rial adverse effect on the bu.ines.,pro.pect., profits or condition (financial or otherwi..) of Borrower. 6) 7) 8) 9) 11) Submit an Annual Employment Report on or before the fif- teenth (15th) day of June for the y_r(.) 1991 . The Annual Employaent Report shall de- tall Borrower'. cOlllpliance with the Employaent Action Plan, AttachJDent Z attached hereto and by thi. reference incorporated herein, for the preceding twelve (12) month period. 12) Maintain adequate in.urance with rs.pect to the col- lateral and the (proprietorship, partnership or cor- porate) busine.s which i. the .ubject of thi. Agreement, with reputable in.urance companie.. The Borrower .hall maintain insurance in such UlOunts and against such risks a. is customary with cOlllpanies in the .Ule or similar busine.s; in addition, .aid insurance cover- ages(s) shall be in accordance with the general insur- ance provisions of this Agreementa. .pecified in S501(B)(5), including fire, hazard and general compre- hensive liability insurance, worker'. compensation, con- .truction/rehabilitation liability, to protect .uch bus ines. and all property .ecuring the City'. loan. Said insurance shall be maintained throughout the term of this loan. The City shall be nUled as an additional insured, and the pOlicy or pOlicies shall not be subject to cancellation, reduction or nonrenewal without thirty (30) days prior written notification to the City Attor- ney by certified mail. o LOU ...UBIIBlIT o ( 8HALL B08XIIB88 XDB-FiDaIlc.4 P.g. -,- o 13) Pay all indebten... and obligations pr01llptly in aocord- anc. with normal t.rms and pr01llptly pay .nd di.charg. or oau.. to paid and di.charged .11 tax.., ........nts and governm.ntal charg.. or l.vi.. imposed upon it or upon its inc01ll8 and profits or upon any of its property, r.al, personal or .ixed, or upon any part th.r.of, re- spectiv.ly, before the same .hall beOO1lle in default. 8303. Def.ult. o~ o A. Th. .ntire unpaid principal of the Note, and inter.st then aocrued thereon, .hall beC01ll8 and be forthwith due and pay- able upon written demand by the City or the City's assign., without any other notice or demand of any kind or any pre- sentment or prot..t, if anyone of the following events (her.in call.d an MEvent of DefaultM) shall occur and be continuing at the ti.. of such demand, whether vOluntarily l;)r invOluntarily, or, without li.itation, occurring or brought about by operation of law or pursuant to or in c01llplianoe with any judgment, d.cree or order of any court of any order, rule or regulation or any governmentsl body, provid.d however that .uch .ua shall not be payable if . Borrow.r'. payments have be.n expr_sly extend.d by the City or the City's assign.. MEvent. of DefaultM lIhall include: 1) Payment of any installment of principal or interest on the Note i. not paid when due and such paym.nt remains unpaid for thirty (30) day.. 2) Borrower fail. to pay when due, or declared due, the obligation. .ecured under this Agr.ement. 3) Borrower fail. to perform or OO1IIply with any terms, conditions, or covenants as provided in this Agreement or in any ins'trumen'ts securing or related to this Agr.e- ..n't. 4) If any repr.sen'tation or warranty made by the Borrower in this Agr.ement shall prove to be untrue in any mate- rial respect, or if any report, financial sta'tement or financial schedule or other instrument d.livered under or pursuant to this Agr....n't or the transaction. con- templat.d herein, to the Ci'ty or to any other hold.r of the Note lIhall prove to be untrue in any material re- spect as of the date as of which made. S) A court .nters a decr.e or order for relief in respec't of the Borrower in an involuntary ca.e und.r any appli- cable bankruptcy, insolvency or oth.r similar law now or hereaf'ter in eff.ct, or appoints a receiv.r, liquidator, assignee, custodian, trus't.., ..questr.ator (or similar Official) of the Borrow.r or for any substantial part of l>MALL BUS:INBSS :lDB-Fin_ced page -10- o o~ LOAN ~ QEJlENT "- o its property, or orders the winding up or liquidation of its affairs and such decree or order remaina unatayed and in effect for a period of sixty (60) conaecutiv~ days. The occurrence (i) of Borrower' s becoming insolvent or bankrupt, or ceasing, being unable, or admitting in writing its inability to pay its debts as they mature, or making a general assignment for the benefit of, or entering into any composition. or arrangement with credi- tors; (ii) of proceedings for the appointment of a re- ceiver, trustee or liquidator of Debtor, or of a sub- stantial part of its assets, being authorized or insti- tuted by or against it; or (iii) of proceedings under any bankruptcy, reorganization, readjustment of debt, insolvency, dissolution, liquidation or other sailar law of any juriSdiction being authorized or inatituted by or against the Borrower. A cessation or substantial reduction of operationa in the business which is the subject of this Agreement under circumstances indicative to the City of a lack of intention"or ability to provide continuing ..ployaent and economic benefits for the area in which the business is located. Failure to submit the Annual Employment Report referred to in 8302 (12) within ninty (90) days of the scheduled due date for said Report. 9. The loss, theft, substantial damage, destruction, aban- donment, sale or encumbrance to or of any of the colla- teral securing payment of the Note, in any manner not fully covered by insurance, or the making of any levy, seizure or attachment thereof or thereon. 6) 7) 8) B. :If Borrower shall at any time default. in making any payment of principal or interest on the Note, Borrower shall to the full extent permitted by law, pay to the City or other holder of the Note, in addition to any other amounts that may be due from Borrower to such holder, an amount equal to the reasonable costs and expenses incurred by such holder, in its efforts to protect its collateral, secure payment, or otherwise defend its interests hereunder in any judicial or administrative proceeding. S!:C'1':lON XV. REPORTS. RECORDS urn atmy'.rs Cf401. A. R.aor~ifta R.auir".D~.. At such times and in suCh forms as the City may require, there shall be furnished to the City such statements, .0 8MALL B081D88 LOD ....UBHBft , iDB-l'lnaDoec1 o palle -11- records, reports, data and information as the City may request pertaining to matters covered by this Agreement. o B. Borrower will provide its financial and accounting state- ments to the City for the period ending JllIe..mb.... 31. 1991 and annually thereafter during term of this Agreement, but not later than three (3) months following the expiration of any suCh period, and at eaCh other time and in suCh form as the city may prescribe. .402. K.iD~.ft.fta. o~ ..aor4a. 04 A. Records, in their original form, shall be maintained in accordance with the requirements prescribed by the Grantor and the City with respect to all matters covered by this Agreement. SuCh records shall be retained for a period of six (6) years after termination of this Agreement and after - all other pending matters are closed. "Pending Matters" in- clude, but are not limited to, an audit, litigation, or other actions involving records. The City may, at its dis- cretion, take possession of and retain said records. Records in their original form pertaining to matters covered- by this Agreement Mall at all times be retained within the City of San Bernardino, or some other location specifically authorizing in writing by the Director of c01IlJIIunity Develop- ment, unless authoriaation to remove them is granted in writing by the City. B. .C03. Au41~. aa4 %ft.D.a~ioft.. o A. At any time during normal business hours and as often as the Grantor, the U.S. comptroller General, Auditor General of the State of california or the City may d... necessary, the Borrower shall _ke available to the City for examination, all of its records with respect to all matters covered by this Agreement. The City, Auditor General of the State of California, Grantor, and the U.s. Comptroller General 8hall have the authority to audit, examine and make excerpts or transcripts from records, including all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. B. The City shall have the authority to make physical inspec- tions and to require such physical safeguarding devices as locks, alarms, safes, fire extinguish_rs, sprinkler system, etc., to safeguard property and/or equipment funded Or secu- red by this Agreement., Notwithstanding such inspection authority, Borrower is soley responsible'for the provision of security and for the safe guarding'of the business and its property. o o 8MALL BU8ID88 LOU _UBMIlIIT IDB-Fill&DO.d o paq. -12- 8404. V.li4i~v or ~iDaDclal Doaum.D~a~iaD IIUbmi..ion.. 8.05. 08",.0'. Financial r.ports required to be prepared and submitted by the Borrower to the City .hall be accurate and correct in all respects. ..1.... or Pund. rram ..crav. A. All loan proc.eds shall be deposited into an e.crow account with an e.crow cOlllpany designated by the City. Disbur.ement of funds shall be jointly authorized by the Borrow.r and the city. Each disbursement &hall be in accordance with 6202 "Purpose of the Loan" and shall be properly .upported by invoices, vouchers, executed payrolls, time record. or other documentation evidencing an expenditure and/or anc\1Dlbrance of funds. B. The costs associated with the loan .uch as escrow fees, credit reports (TRW), title reports, or other similar costs .hall be delineated in the e.crow instructions and disbursed frOlll the loan proc..ds upon opening of the ..crow account. .aCOIlVaVIlllCa P.. In the event that real property i. us.d to .ecure this Loan, then Borrower agrees to pay any co.ts incident to title re- conveyanc., including, if applicabl., tru.t.... fee., attor- ney fees, document preparation f..., r.cording f.es or any other related .xpen.... BBeTIOR v. a.DnL ~ZItMII Mm eoRl)~'1':ro.. 8501. o :r1l4.mftiric.~iOIl aDd 71laurllllca R.auir".D~.. A. Indemnification: The Borrower undertakes and agrees to defend, indemnify and hold harmless the City and any and all of the City'S offi- cers, agents, employe.s, assign., and .ucc..sors in interest from and against all suits and causes of action, claims, cost of litigation, damage or liability of any nature what- soever, for death or injury to any person, including Bor- rower's employees and agents, or damage or destruction to any property of either party hereto or third person. in any manner arising by reason of or incident to the performance of this Agreement on the part of the Borrower or subborrower any tier whether or not contributed to by any act or ommis- sion, active or passive, negligent or otherwise, except for the sole negligence of the City, or the sole negligence of any of the City'S officer., agent. or employees. City ap- o ,0 SHALL BUSIIIBSS LOU ~..RBEJmJIT II)B-l'iDaDoed o Page -13- OJ o proval of the Borrower's performance, or failure to object, shall be no defenee to Borrower concerninq its undertakinq herein to defend and indemnify City and others. B. Insurance: T.he Borrower shall provide and maintain at its own ex- pense throuqhout the term of this Aqre..ent the insur- ance requir..ents specified herein. Evidence of insur- ance shall be submitted for approval by the City. T.he city special endors..ent forma, referenced hereto and incorporated by reference, are the preferred form of evidence of insurance. Alternatively, Borrower may submit two (2) certified copies of the full policy con- taininq the appropriate cancellation notice lanquaqe and additional insured/loss payee lanquaqe as specified. No release of funds frOlll the Escrow Account shall be made to the Borrower until such time as the Borrower has complied with all insurance end bonding requir..ents under this Agre_ent. T.he city's Additional Insured Endors8llent form, or a form approved by the City, stat- ing that the Borrower is so insured, IlU8t accompany any demand for funds unless said form has been previously submitted and approved by the City. (Certification of insurance shall be procured, filed and approved in strict cOlllpliance with City rules and requlations.) 3) With respect to the interests of the City, such insur- ance shall not be cancelled, reduced in coverage or limited or non-renewed, except after thirty (30) days written noUce by receipted delivery has been given to the Office of the City Attorney, City Ball, 300 North RI)R Street, San Bernardino, CA 92418-0001. Policies of insurance and fidelity bonds, except for policies cover- inq Worker's COIIIpensation and Employees' and Volunteer's owned and/or Leased Vshicles, shall name the City as an Additional Insured and said endors_ents or other evi- dence of insurance shall so indicate. Fidelity bonds shall name the City as loss payee or additional insured. In the event of any cancellation, non-renewal, reduction or limitation of coverage, or notice that such will be effected, City may, but is not required to, obtain insu- rance to protect its interests, in which event the cost thereof shall be reimbursed by Borrower forthwith. Any failure to forthwith reimburse such expense shall con- stitute an Event of Default. 1) 2) 4) T.he City reserves the right at any time during the term of this Aqre..ent to chanqe the amounts and types of insurance required hereunder by giying Borrower ninty (90) days written notice. o o SHALL BU8ID88 LOU _RBBHDr.r IDB-J'iDaDce4 OPa;. -14- 8502. 8503. o~ 8504. 5. The Borrower ahall maintain minimum insurance coveraqes prescribed in Attachment II of thb AlJreement, which by this reference is incorporated herein. Prohibi~ioD Aa.iD.~ ...iaBm.D~. A. The Borrower ahall not assiqn this AlJreement, nor assiqn or transfer any interut or obliqation inthb .eemant (whe- ther by assiqnment or novation) without prior written con- sent of the city. No part of the property securing this AlJreement shall be assiqned or transferred (except sales of inventory in the ordinary course of business), nor ahall such property be pledged, without the prior written consent of City. The Borrower shall not enter into any agreement with any other party under which such other party ahall become the recipient of claims due or to become due to the Borrower from the City without prior written consent of the City. B. Li.i~.~ioD or eOrDor.~. Aa~.. In the event that Borrower is a corporation then the Bor- rower shall not emend its Articles of IncorPOration or By- Laws, move to dissolve, transfer any assets derived from funds provided under this AlJreement, or take any other steps which ..y materially affect its OPerations within the per- formance of this .eement without first notifying the City in writing. The Borrower shall notify the City immediately in writing of any change in the Borrower's cOrPOrate name. .a.m.Jl4m.Il~. an4 waiv.r.. This Agreement may not be changed or amended orally, and no waiver hereunder may be oral, but any change or amendment hereto or any waiver hereunder must be in writing and siqned by the party or parties against whom such change, amendment, or waiver is sought to be enforced. 8505. ComDliaJlce .i~h 8~.~u~.. aft4 R.aul.~ioD.. o A. The Borrower warrants and certifies that in the performance of this Agreement, it shall comply with all applicable staa- tutes, rules, regulations and orders of the United States, the State of California, the County and City of San Bernar- dino, including laws and regulations pertaining to labor, wages, hours and other conditions of employment and the City'S anti-discrimination provisions and Affirmative Action Plan which by this reference is incorporated herein. Bor- rower further warrants and certifies that it shall comply with new, amended, or revised laws, regulations, and/or procedures that apply to the performance of this Agreement, upon being provided notice thereof. o SHALL BVSXOSS LOU _DBIIBft IDB-l'iD_ee4 o I'&qe -15- Borrower covenants that the Davis-Bacon Act as amended, the Contract Work Hours and Safety Standaress Act, and the Cope- land "Anti-ltickback Act" shall be a part ot all construction contracts awarded by the Borrower pursuant to this Agreament and all subcontracts thereto. o 850&. COIl~1iat o~ :tllterest.. A. The Borrower covenants that none of . its directors, Officers, employees, or agents shall participate in selecting subcon- tractors, or administering subcontracts 811PPorted (in whole or in part) by federal funds where such person is a direc- tor, officer, employee or agent of the subcontractor, or where such person knows.or should have'known that: 1) A m8lllber of such person I s i1Il1Ilediate family, or partner, or organization has a financial interest in the subcon- tract; 2) The subcontractor is sOlleone with whOll such person has negotiated or is negotiating any prospective employment, or, o~ 3) The participation of such persons would be prohibited by the Cali~ornia Political Re~orm Act, california Govern- ment Code Section 87100 et seq., if such person were a public officer, because such person would have a "finan- cial or other interest" in the subcontract. o B. oeUni tions: 1) The term "i1Il1Ilediate family" inClUdes, but is not limited to, those persona related by blood or 1IlIlrriage, such as husband, wife, father, mother, brother, sister, son, daughter, father-in-law, motherin-law, brother-in-law, son-in-law and daughter-in-law. 2) The term "~inancial or other interest" includes, but is not limited to: (a) Any direct or indirect financial interest in the specific contract, including a cODllllission or fee, a share of the proceeds, pro~pect of a prOllotion or future employment, a profit, or any other form of financial reward. (b) Any of the following inter.sts in the Subcontracting entity: partnership interest or other beneficial interest of five percent (5') or more of the stockl employment in a managerial capacity; or membership on the board of directors or governing body. This provision shall not apply to serving on the board or governing body of a non-profit corporation for which no salary is paid or other compensation. . SMALL BVSIOSB IDB-l'iD&Dce.s Page -1'- o 0;, G. B507. OS508. ,0 IDU ....RBBMBlI'1' o C. The Borrower further covenants that no' officer, .sirector, employee or agent &ball solicit or accept gratuities, fa- vors, or anything of monetary value, from an actual or po- tential subcontractor, supplier, a party to a subagreement, (or persoft8 who are otherwise in a position to benefit from the actions of any officer, employee or agent). D. The Borrower 8hall not subcontract with a former director, officer, or employee within a one (1) year periOd following the termination of the relatioft8hip between said person and the Borrower. E. Prior to Obtaining the city's approval of 'any su):)contract, the Borrower &ball disclose to the City any relatioft8hip, financial or otherwise, direct or indirect, of the Borrower or any of its officers, directors or employees of their im- mediate family with the proposed subcontractor and its offi- .' cers, directors or employees. F. For further clarification of the meaning of any of the terms used herein, the parties agree that references Bhall be made to the guidelines, rules and laws of the City of San Bernar- dino, State of California, and federal regulations regarding conflict of interut. The Borrower warrants that it has not paid or given and will not payor give to any third person any money or other con- sideration for obtaining this Agreement. H. The Borrower covenants that no mem):)er, officer, employee of Borrower shall have any interest, direct or indirect, in any contract or subcontract of the proceeds thereof for work to be performed in connection with this project during his/her tenure as such employee, mem):)er or officer or for one (1) year thereafter. The Borrower &ball incorporate the foregoing subsections of this .ection into every agreement that it enters into in connection with this project and shall substitute the term .Subcontractor" for the term "Borrower" and "Sub-contractor" for .Subcontractor". :I. Poli~ia.l Ac~ivi~v Probibi~.4. None of the funds, materials, property or services provided directly or indirectly under this Agreement shall be used for any partisan political activity, or'to further the elec- tion or defeat of any candidate for public office. Lohbvina Prohibi~.4. None of the funds provided under this Agreement shall be used for any purpose designed to support or defeat any pend- ing legislation or administrative regulation. o o . , 8MALL BU8D1J!l88 LOU .....RBBIIBIIT XDB-l'illaDoe4 o paqe -17- 850.. %D.~al1.~ioft o~ ~lft.Baial A..l.~.fta. 'laB. 'l'he Borrower ahall iNltall, or cause to be ilUltalled, for public 4bplay upon the .project premises a 81gn, with design approved by City, identifying the Borrower as receiving financial assistance 1rom the city,' if such a siqn is re- quested by the. Director of c01IIIIlunity Development Department. 8510. Pre.. ..1...... Xn all c01lllllUDicatiolUl with the press, television, radio or any other _ans of COlllllUl1icating with the general c01lllllUDity, the Borrower shall make specific reference to'the City of San Bernardino c01IIIIlUDity Development Department as the spon- soring agency of the project. . - 8511. ni.ari.ift.~loft Prohlhi~.4. o~ No person lihall on the grounds of race, religion, ancestry, color, national origin, sex, age, or physical handicap, be excluded from participation in, be denied the benefit of, or be subjected to dbcrillination under thb progrut/project. For PUrPoses of this Section, Title 24, Code of Federal Re- qulatiolUl Section 570.601(b) defines specific discriminatory actions which are prohibited and correction action which ahall be taken in 81tuations as defined therein. 8512. .oIl41.arlaillat:f.oll. 1Iaual I:Imlewiallt: .raat:la.. all&! arrirsa- tJv. Aat:loll Proaram. 'l'he Borrower eall comply with the nondbcrimination and affirmative action provi81olUl of the laws of the united States of AIIIerica, the State of california, and the city. In performing this Agreement, the Borrower shall not discri- minate in its employment practices agaiNlt any employee, or applicant for employment because of person's race, religion, ancestry, color, national origin,' sex, age or physical handicap. Any subcontract entered' into by the Borrower re- lating to this Agreement, to the extent allowed hereunder, shall be subject to the provisiolUl 9f this paragraph. 8513. BmaloYm.Ilt: ODDO~Ullit:i.. ~or _aaill... all&! Laver %Ilaome Peraoll.. o Any project/progru funded in part or in whole with Com- munity Development funds shall comply with the following provisions (referred to as a Section 3 clause:) 1) 'l'he work to be performed under this contract (Agreement) is on a project assisted under a program providing di- rect Federal financing assistance from the Department of Housing and Urban Development and is subject to the re- quirements of Section 3 of the Housing and Urban Deve- SMALL BU8INB8S LOU AGRBBllBNT . .. SMALL DUnDSS XDD-PiD&Dce4 page -18- o o~ o uwr.9zB1lDT o lopment Act of 1968, as amended, 12.USC 1701u. section 3 require. that, to the great..t extent fea.ible, oppor- tunitie. for training and _ployment be given to lower income residents of the project area and contracts (agre_ents) for work in connection .with the project be awarded to business concerns which are located in, or owned in substantial part by persons residing in the area of the project. The parties to this contract (Agre_ent) will comply with the provisions of said Section 3 and the regula- tions issued pursuant thereto by the Secretary of Hous- ing and Urban Development set forth in Title 24 CFR, Part 135, and all applicable rules and orders of the Department issued thereunder prior to the execution of this contract (Agreament) certify and agree that they are under no contractual or other disability which would prevent them from complying with these requir_ents. 3) The Borrower will sand to each labor organization or representative of workers with which he/she has a collective bargaining agre_ent or other contract or understanding, if any, a notice advising the said labor organization or worker's representative of its commitments under this Section 3 clause and shall post copi.. of the notice in conspicuous places available to _ployee. and applicants for _ployment and training. 2) 4) The Borrower will include this section 3 clause in every subcontract for work in connection with the project and will, at the direction of the applicant for or recipient of Federal financial assistance, take appropriate action pursuant to the subcontract upon a finding that the sub- contractor is in violation of regulations issued by the Secretary of Housing and Urban Development, 24 CFR, Part 135. The Borrower will not subcontract with any subcon- tractor where it has notice of.knowledge that the latter has been found in violation of regulations under Title 24, CFR 135 and will not let any subcontract unless the subcontractor has first provided it with a preliminary stat_ent of ability to comply with the requirements of these regulations. 5) compliance with the provisions of Section 3, the regula- tions set forth in Title 24 CFR, Part 135, and all ap- plicable rules and order of the Department issued there- under prior to the execution of the. contract (Agre_ent) shall be a condition of the federal financial assistance provided to the project, binding upon the applicant or recipient for such assistance,. its successors, and as- signs. Failure to fulfill these requirements shall subject the applicant or recipient, its contractors and subcontractors, its successors and assigns to those o o . ., . t 8HALL BU8IIIB88 IoOU _..UBMDl'l IDB-plDuoael Opaqa -19- .anction. .pecified by the 91"ant or loan a91"e_ent or contract throuqh which federal a..i.tance ia provided, and to .uch sanctions a. are sPecified' by 1'itla 24 CPR, Part 135. . 851C. Par~iaiDa~iell o~ Ki1lori~!... .om.~1l &!lIS ...11 BU.:l.Il...... 1'0 the fullest extent po.sible in the administration of this Aqre_ent, Borrower aqree. to provide opportuniti.s for minoriti.", women and l11li&11 busin..... to participat. in procur..ents Und.r .this . A91"e_ent. . . 8515. eaDt:.ioll.. 1'he ..ction h.ading. appearing her.in shall not be de_ed to gov.rn, limit, llOdify or in any way aff.ct the scope, mean- .. inq or int.nt of these conditions. . 851'. Bf~.at:. of Lea.l ~u4sm.Ilt:.. 0, Should any covenant, condition or provi.ion h.rein contained be h.ld to be invalid by final jUdqm.nt in any court of com- pet.nt juri.diction, the invalidity of .uch cov.nant, Clondi-' tion or provi.ion ahall not in any way aff.ct any oth.r co- venant, condition or provision her.in contained. 8517. C!hoia. of La. (lovarllilla t:.hi. Aar....Ilt:.. . 1'hi. Aqr._ent ahall be govern.d by and construed in accord- ance with the laws of the State of California. 8518. prohibi~ion of Leaal Proo.eelina.. 1'he Borrower is prohibited from udng Grant funds r.c.ived under this A91"e_ant, or fund. reali..d ail a re.ult of this A91"e_ent, for the purpo.e of instituting l.qal proceedinqs again.t the city or its official r.pr..entativ... 8511. Riaht:.. an4 .a.a4i... In the event any party fail. to perform, in whole or in part, any promi.e, covenant, or aqr...ent her.in, or .hould any representation made by it be untru., any aqi;Jriev.d party may avail itself to all riqhts and remedi.., at law or equity, in the court. of law. Said right. and r..edie. are in addition to tho.e provided for her.in. 8BCTIOH VI. o ENTIRE AGREEM!lNT. .101. cO.Dl.~. aar....Il~. 1'hi. Aqre8llent contains the full and complete A91"e8llent bet- ,..,;:-.:..0 . ... ,0 0 SDLL BUSIIIIBSS I.OU _UBMBIIT IDB-FiDaDCe4 Page -20- o ween the two partie.. No verbal aqreement. or conver.ation with any officer or employee of either party .hall effect or modify any of .the terms and conditioft8 of thi. Aqreement. .102. VI'Wlh.r e~ ~.cr.. &ll4 A~~.aha.Ilt:.. Thi. Aqre_ent i. executed in three (3) .duplicate oriqiDal., each of which i. de-.d to be an oriqinal. Thi. Aqre_ent include., Twenty -one ~) paq.. and . Two ( 2 ) attachment. which con.ti tute the entire under.undinq and aqreement of the partie.. IIII 1111 1111 1111 1111 ". 1111 1111 1111 1111 1111 .0"" /III 1111 1111 1111 /III 1111 1111 1111 1111 1111 1111 /III 1111 1111 1111 1111 1111 1111 1111 1111 1111 1111 1111 1111 1111 0"" 1111 1111 . .. . 8HaLL BU8ID88 IDB-J'inucelS o pag. -21- IN WITNESS WHEREOF, the City of San Bernardino and thee Borrower.have caused this Agreement to be executed by their duly authorized repre.entatives on this day of , 19_. - .0 LOU ....UBDII'.r o AnS8TI CIn OJ' 8U BDDRDIIIO CU}' Clerk ..R. BOLCOIIB, BYOR Cit}' of 8u Bernar41no (COUODTIOB) BY COrporate .re.ilSent 0, ATTB8TI BY Corporate 8ecretU7 ApprovelS a. to fora anlS legal content I JAD8 J'. ..,-- cit}' Attarna}' (.itne..) BYI EJH/lab/0683 o . .. . o o~ o ,0 o ana........., % .BIlPLO'IIIBft &C'l%O. ItLUP' BGODoalo Developa_t: l'Zo9r- IIIIplo1'll_t: &cUOD Itlall St:at:.eDt: of Borrower Borrower does hereby s1:at.e that. the funds resul t.ing from the Loan Agre.ent. ent.ered int.o on behalf of the cit.y of San Bernardino (hereinaft.er .cit.y.) and Borrower 8hall be used solely for furthering the purpose of the Economic Development. Program (EDP). ~e purpose of EDP assis1:ance is t:o benefit. the low and moderat.e incOJl\8 resident.s of the Cit:y of San Bernardino through the creat.ion and/or ret.ent.ion of jobs t.o .aid per- .OIlS. Pursuant. t.o the purpo.e of the EDP the Borrower agrees t.o comply with the following Employment. Action Plan: Borrower underst.ands and agree. that. in order t.o det.er- mine that. .aid program purpo.e is bein'll at., an Annual Employment. Report. shall be filed with the cit.y. Borrower unders1:ands that. failure t.o .eet. the objectives .et. forth in this Employment. Action Plan or failure t.o comply with the requir8llent.s of filing the Annual Employment. Report. may result. in the'ent.ire out.s1:anding balance of the loan plus int.erest., being due upon writ.t.en demand by the cit.y, pursuant. t.o Section 302 of the Loan Agreement. and this St.at.ement.. 1tJH/lab/0254 Economic Development. Program o o . . o &ft&.'!......, %% %NSUUBCB UQ1J%-1!IIJI!IITS (In.truction. for compl.ting, .xecuting and .ubmitting Evidenc. of In.uranc. to the City of San Bernardino.) In.ured: (Contractor, Le...., P.rmitt.., Borrow.r, Etc.) Agr.ement/R.f.rence No. Dat.: A. DSUJtBD 1. To.xpedite compl.tion of the iJUluranc. r.quiremenu, pl.a.e give your iJUluranc. agent or brok.r a copy of the IJUlurance Requirem.nt. Sh..t along with th..e iNItructiOJUl and en- dor.ement forlU. o If your agr.ement requir.. Worun' CompeJUIation coverage and you have been authorized by the stat. of Califomia to Self-iNIur. Worker.' COIIpen8ation, then a copy of the c.rtificat. from the state cOJUlenting to ..If-in.uranc. will .e.t the evidence r.quirement.. All qu..tion. r.lating to iJUlurance .hould be directed to the per.on or office r..poJUlibl. for your contract, l...e, permit, or oth.r. agr.ement. (s.. it... 9 and 10 below.) B. DSUUBCB ACDft oa Baoua ;" 3. 2. o 1. Acceptabl. Evid.nce -- Th. appropriate City Special Endone- aent. are the pref.rred form of evidence. No aodifications to the form are perlllitted. Alt.rnativ.ly, certifi.d copies of the full policy containing additional iJUlured and thirty (30) day canc.llation notice language will be accepted .ubject to r.view by the City Attom.y. C.rtificat.., Verifications, Memoranda of In.urance and oth.r non-binding dOCWllent. .ubmitted along are not acc.ptabl. a. evidence of insurance. Binder. are acc.ptable a. interia .videnc. until polici.s are availabl.. 2. Multiple Polici.. -- Mor. than one (1) in.urance policy IIIllY be r.quir.d to comply with the in.uranc. r.quiremenu. Endor..ment forIU appropriate to your in.ured'. agreement, contract, lea.e or perlllit have been provided. 3. Signature -- Pleas. have an authorized repr..entative of the insurance company IIIllnually .ign completed endor.ement forms. Signatures must be original. a. the City Attomey will not accept fac.iaile (rubber stamp, photocopy, etc.) or ini- tialed signatur.s. 1 o . . i:HStJJlUCB UQUZ-lI!lI1I!u. ,. Attacbmeat ZZ continu.d... cJaq. -2- 4. Underwri t.r -- 'l'he name and address of the insurance cOlllpany underwriting the cov.rage..ust be noted on the endors&lleJ1t foZ'll. In the ca.. of syndicat.s or Subscription poliCies, indicat. lead und.rwrit.rs or managing aqent and attach a sch.dul. of .ubscribers, including th.ir percent participa- tion. o 5. DocuIIlent Refer.nce -- Includ. ref.rence to eith.r the .pecific City a9X'8ement (bid, contract,. 1...., etc.) or indicat. that all .uch agreements are cov.red. c. ZHStJJlUCB UQU%UKZIlTS 1. COV.rag. and Limits -- 'l'he coverag.. and limits for ..ch type of insurance are specified on the insurance reQU1reaent sheet. When coverage is on a .ch.duled basi., a ..parate .. sheet uy be attached to the endorsement li.ting .uch .cheduled locations, vehicles, etc., .0 covered. 0.3. o 2. Exces. Insurance -- Endorsements to excess policies will be reQUired when priaary insurance is insufficient to COIIIply with the reQUirements. Additional pag.s - If th.r. is insufficient .pace on the rever.. .ide of the foZ'll to not. pertinent inforution, such a. inClusions, exclusions or .pecific provisions, etc., attach .eparate she.ts and not. this on the endorsement foZ'll. 4. Person to COntact -- COIIIpleted endorsement., correspond.nce and QUestions relating to the reQUired insurance are to be directed to the following repruentativ_: Technical Assistance -- Improperly cOlllpleted endor.ements will be returned to your insured for correction. Delay in Submitting properly cOlllpleted endorsement foZ'llS may delay your insured's intended occupancy or operation. aenewals -- Por extensions or renewals of insurance policies which have the City'S endors8llent formes) attached, we will accept a .r.newal endorsement or a c.rtificate (with an original .ignature) as evidence of continu.d coverage if it includes the stat8llent that the insuranc. protection afforded the City of San Bernardino has been renew.d under the same terms and conditions as previously approved. 5. 6. 7. 2 . ., ZNSUUNCB UQUIlImnni.9 AttaabDeat 11 cODtiDue4... Page -3- o DJIB AGItBIOODI'l'/ItBI'BRDICB II1JJIIID o DAD The following coverage. noted with an .X. are relil\1ired with the Combined Single Limit. (CSL) a. noted on the right. Unle.. written exception is allowed by Ri.k Managment. All coverag.. lIust add the City a. additional insured. o~ o Worker'. compensation Employers Liability ( ) COIIIIercial . General Liability ( ) Broad Fona Property Damage ( ) Per.onal Injury ( ) Broad Fona Liability EndOrB8II8nt ( ) Fire Leqal Liability ( ) GaraCjJekeeper. Leqal Liability ( ) owned AutOlllObil_ ( ) Nonowned AutOllobile. ( ) Hired AutOllobile. ( ) AutOllobile Liability (if auto is u.ed for this contract.) Profe.sional Liability (if applicable) Property Insurance ( ) Extended Coverage ( ) Vandali.. and Malicious Mi.chief ( ) Business Interruption (90 days lIinillun) ( ) Crille (inBide and outside) ( ) Sprinkler Leakage ( ) Other 3 Limit:. Statutory S 100.000 Sl.000.000 $ S1.000.000 go," valnA of buildina (Contents at 100' of value) $ (All fixed co.u plus payroll) $ ... ,0 0 . X.BURDeIl UQUXUIIP. , AttaCl__t 1% continued... Palle -4- o Xnland Marine: $ (total cost of goods in transit at anyone tille) COJIIIIl8Dts: flab 0255 ." o~ o 4