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HomeMy WebLinkAbout48-Community Development CIT..cbF SAN BERNARDINO - REQUES) FOR COUNCIL ACT()N From: Kenneth J. Henderson, Director Subject: AMENDMENT TO LOAN AGREEMENT BETWEEN CITY AND JULIA'S TORTILLAS Dept: Community Development Date: April 7, 1988 ;rI/"f . "-'-~., " Synopsis of Previous Council action: ", None J , Recommended motion: That the Director of Community Development and the City Attorney be directed to prepare the necessary amendment to the loan agreement with Julia's Tortillas to reflect an increase in the current loan agreement from $30,000 to $33,500 with the loan term, conditions, interest rate and repayment provisions remaining unchange~. JL&. ~.~ I -, Contact perlOn: Supporting date attached: Ken Henderson Phone: 5065 Staff Report Ward: 1 FUNDING REQUIREMENTS: Amount: $3,500.00 Source: (ACCT. NO.) (ACCT. DESCRIPTION) 121-545 Small Business Loan Fund Finance: f~~ ~ Council Notel: AnAnol. itA"' Nn Ljg: C~T.pOF SAN BERNARDltS - REQUEs9 FOR COUNCIL ACTI~ STAFF REPORT On March 14, 1988, staff met with Councilwoman Estrada, Eddie Negrete, Sr., and family and council office staff regarding the potential expansion of Julia's Tortillas, This particular business has been in operation for some forty (40) years and is currently attempting to re-orient its business activity from retail to wholesale. Julia's Tortillas has previously received small business loan assistance from the Economic Development Council (EDC) in the amount of $30,000, and for the most part has remained current with the loan repayment schedule. The City has since assumed responsibility for the small business loan program formerly administered by EDC. In order to adequately address its expansion needs and make the transition from retail to wholesale, Julia's has solicited and received a proposal from TEMPCO Machine and Design, Inc., a food engineering and processing firm. The purpose of the study would be to develop an overall plan of action relating to the proposed expansion. The plan would be organized in phases with each phase containing cost, timeframe and feasibility factors among others, and based, in part on the success, or lack thereof, of the previous phase, Because of cash-flow problems normally"associated with rapidly expanding businesses, Julia's is requesting additional assistance in the amount of $3,500.00 to finance the study as described in the TEMPCO proposal. If Julia's proposal as summarized above meets with the approval of the Mayor and Common Council, staff requests that the Mayor and Common Council direct staff to amend the affected loan documents to reflect the increased loan amount of $33,500. The loan term, conditions, interest rate and repayment provisions will remain unchanged. Development KJHjlab 4-7-88 .lli. .~ '6~ ~..... o o o 1~:28l1l8 ~\ JULIA.'S CORN If FWUR TOHI'IlUS TELEPHONE 714-885-3089 March 24, 1988 Honorable Mayor and Members of the Common Council 300 North "0" street San Bernardino, CA 92418 Re: EXPANSION OF JULIA'S TORTILLAS Dear Mayor and Members of the Common council: At this time, Julia's is again preparing our company to once more keep pace with the continuous changes in business. This helps Julia's Tortillas keep pace with new market quality products to ensure the services required by our customers' needs, It is for this very reason that at this time, I, Eddie Negrete, Sr., on behalf of Julia's Tortilla's family ask for your assis- tance once again to help our company achieve our next planning stage of continuing to upgrade the quality product capacity produced at our local facilities, Julia's is aSking for financial assistance to retain and implement much needed technical consulting services to ensure positive results of our company's continued success for our company's line of products and increas- ing our company's role of employing a greater number of personnel. I understand that this matter will be considered by the Mayor and Common Council at your earliest possible convenience. We will be working with the City Community Development Department toward this end. ~nc;rel~:/ ~ ~.~r;(/.L . Eddie Negrete, S . 4-7-1\1\ "If It's A Tortilla, It's Julia's" 1272 WEST SIXTH STREET . SAN BERNARDINO, CALIFORNIA 92411 . . .. . Tempeo March 23, 1988 'D\.~ @ [g o~[grf'iIR11 I Jf 'III II J IWl Z8 9ll i~i MI'. Eddie Nelrete Julia's Enterprises 1272 West Sixth Street San Bernadino, California 92411 Deal' MI'. NSlrete, In accordance with your request, we have prepared this proposal to conduct a plant study for your tortilla/tortilla chip factory in San Bernadino. We have formulated a Scope of Work which is intended to provide you with information which will help determine your additional equipment, enerlY, and facility requirements for your increased production requirements. Scope of Work Prepare a type written report to include the followinl information I 1. Executive Summary (Description of Project), 2. Recommendations. 3, Enlineerinl analysis (Production data and related data). 4, Equipment requirements. 5. Vendor qualifications. 6. Floorplans (Proposed equipment layouts). 7. Energy use for process with cost analysis. As shown in Scope of Work, our company will prepare drawinls for use in third party bids for electrical, plumbinl and ventilation requirements. Fees and Conditions Based upon the Scope of Work presented above, we recommend that $3,500 be budgeted for the project, 4-]-RR TEMPCO MACHINE & DESIGN, INC. .4130 TIGRIS WAY. RIVERSIDE, CALIFORNIA 92503. (714) 736-8427 o o o o Mr. Eddie Negrete Julia's Enterpr~ses Page 2 It this proposal meets with your approval. it may be formalized by a signature in the appropriate space below. If we can provide any further information on this matter please contact us, ecttully submitted, J h L, Mistretta, Jr. President JtI:bll ACCEPTED BY: Julia's Enterprises By (TITLE) Date 4-7-RfI 0 1 2 LENDER: 3 4 BORROWER: 5 6 7 8 1. o o o LOAN AGREEMENT SAN BERNARDINO ECONOMIC DEVELOPMENT COUNCIL 330 North "D" Street, Suite 420 San Bernardino, CA 92401 JULIA'S ENTERPRISES, INC., a California corporation 1272 West 6th Street San Bernardino, CA 92411 RECITALS SAN BERNARDINO ECONOMIC DEVELOPMENT COUNCIL, (SBEDC) 9 identified as "Lender", is a California non-profit corporation, in- 10 corporated for charitable purposes, including the utilization of 11 various development tools and practices to aid areas and communities 12 within the City of San Bernardino which are, or may become, economic- 13 ally and socially disadvantaged by attracting new industry and ser- 14 vices and by encouraging the development and retention of existing 15 industries and services within the City of San Bernardino. 16 2. JULIA'S ENTERPRISES, INC., a California corporation, own 17 and operates a business known as JULIA'S ENTERPRISES, INC. located 18 at 1272 West 6th Street, San Bernardino, CA 92411, herein identified 19 as "Borrower", desires to borrow money for the purchase of a new 20 tortilla chip fryer, exhaust blower, transfer conveyor, filter 21 system and tostada fryer. 22 3. The City of San Bernardino, herein identified as "City", 23 a California Charter City, has, under the terms of a Revolving Loan 24 Fund Agreement directed Lender to perform certain loan activities 25 ithin the City of San Bernardino to revitalize and retain industry 26 and services in distressed areas as permitted in 24 CFR, Section 570, 27 et seq. 28 4. Under the terms of said agreement, City has made avail- -1- 4-7-811 o o o o 1 able to Lender funds in the amount of THIRTY THOUSAND DOLLARS 2 ($30,000.00) for the purpose of funding a loan made by and between 3 Lender and Borrower as provided for in this agreement. 4 5. The Borrower wishes to borrow and Lender wishes to lend 5 a total amount of THIRTY THOUSAND DOLLARS ($30,000.00) for the pur- 6 poses and under the terms which are fully described in this agree- '1 ment. 8 NOW, THEREFORE, based on the foregoing recitals, and 9 on the covenants, conditions, and promises contained herein, SBEDC, 10 the Lender and JULIA'S ENTERPRISES, INC., a California corporation, 11 the Borrower, hereby acknowledge and agree as follows: 12 6. LOAN BY LENDER: 13 Lender agrees, subject to the terms and conditions of 14 this agreement, and in consideration of the representations, cove- 15 nants and obligations of Borrower contained in this entire agree- 16 ment, to loan to Borrower the total sum of THIRTY THOUSAND DOLLARS 17 ($30,000.00) to finance the purchase, installation and commencement 18 of operation of a tortilla chip fryer, exhaust blower, transfer 19 conveyor, filter system and tostada fryer at Borrowers business 10- 20 cated at 1272 West 6th Street, San Bernardino, CA 92411 to enable 21 Borrower to increase the production of the Borrower's products. 22 The Lender shall disburse the proceeds of the loan as 23 required to meet the schedule of Borrower's contract with Tempco, 24 the Company suppling the equipment to Borrower. The remainder of 25 the proceeds of the loan shall be disbursed to Borrower for insta11- 26 ation charges and commencement of operation as needed by Borrower 27 in the discretion of the Lender's Executive Vice-President. 28///// 4-7-1111 -2- c' o o o 1 7. LOAN REPAYMENT 2 For the consideration of the undertakings of Lender, and 3 of the loan made hereunder, Borrower hereby agrees to pay Lender the 4 entire sum forwarded and loaned to Borrower, under the terms and con 5 ditions of the Promissory Note dated August 1, 1986, copy of which 6 is attached hereto as Exhibit "A". ., 8. SECURITY 8 Payment of principal and interest hereunder, as set fort 9 in Exhibit "A", shall be secured by a Security Agreement in the form 10 attached hereto as Exhibit "B", together with a UCC-l filing for 11 the new equipment, a UCC-l filing for the existing fixtures and of Borrower and a Personal Guarantee from each of the 12 equipment 13 following 14 NEGRETE. 15 9. 16 shareholders, EDWARD V. NEGRETE, E. VAL NEGRETE and JULIA BORROWER OBLIGATIONS Borrower agrees to maintain, keep open and continue oper- 17 ation of the business known as JULIA'S ENTERPRISES, INC" located at 18 1272 West 6th Street, San Bernardino, CA. 92411. 19 10. REPORTING REQUIREMENTS 20 A.) Borrower shall submit quarterly reports to Lender, 21 covering the quarters ending March 31, June 30, September 30, and 22 December 31 by the tenth (10) day of the month following the end of 23 each quarter. 24 These quarterly reports shall contain the following 25 information: 26 A. 27 B. 28 C, 4-7-88 A narrative report of the program activity; Total number of employees hired for the quarter; A breakdown of all employees by racial composition; -3- o o o o 1 D. Identification of employee households headed by fe- 1 2 males; ~ E. A breakdown of employees by wages paid; 4 F. Contracts or subcontracts in excess of TEN THOUSAND 5 DOLLARS ($10,000.00) must have HUD Form 2516 (9-82) submitted with 6 all quarterly reports. 7 B.) Non-discrimination: 8 Borrower shall not discriminate against any employee or 9 applicant for employment because of race, color, religion, sex, 10 ational origin, age or hadicap. Borrower shall take affirmative ac- 11 tion to insure that applicants are employed, and that employees are 12 treated during employment, without regard to their race, color, re- 13 ligion, sex national origin, age or handicap. Such action shall in- 14 elude, but not be limited to , the following: employment upgrading, 15 emotion or transfer, recruitment or recruitment advertising, layoff 16 r termination, rates of payor other forms of compensation and 17 selection for training including apprenticeship. Borrower agrees to 18 ost in conspicuous places, available to employees and applicants for 19 mployment, notices setting forth the provisions of this non- 20 iscrimination clause. 21 Borrower shall, in all solicitations or advertisements 22 or employees placed by or on behalf of Borrower state that all quali 23 ied applicants will receive consideration for employment without re- ---24 to race, color, religion, sex, national origin, age or handicap. 25 Borrower shall comply with all provisions of Executive 26 rder No. 11246 of September 24, 1965 and the rules, regulations and 27 elevant orders, amendments of the foregoing, of the Secretary of 28 abor. 4-7-RR -4- 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 o o o 11. CONDITIONS TO LENDER The obligation of the Lender to make advances under this Agreement shall at all times be conditioned for the sole benefit of Lender upon: A. The execution of this Agreement by Borrower and Len- der; B. The receipt by Lender of such documents, certifi- cations and opinions as may be reasonably satisfactory to Lender, evidencing that this Agreement, Exhibits, and all other documents initiated, given or executed in connection therewith, are fully and validly executed by and on behalf of, and constitute the valid and enforceable obligation of, the obligors thereunder pursuant to the respective terms of each. Further, the execution and delivery of this Agreement, Exhibits and all other documents executed or given by Borrower hereunder, and the respective obligors thereunder, will not breach or violate any articles or agreements of limited partner- ships, any articles of incorporation, any by-law restrictions, or any law or governmental regulation. 12. OBLIGATIONS OF BORROWER HEREUNDER UNCONDITIONAL The obligations of Borrower to make payments as required in Exhibit "A" hereof shall be absolute and unconditional, and, until such time as the principal of all funds forwarded to Borrower shall have been fully paid, the Borrower shall not terminate or suspend this Agreement or the payment of any obligations provided hereunder, or under any other documents executed hereunder, or in connection herewith for any cause. 13. DEFAULT & REMEDIES A. Default. The failure of Borrower to payor perform -5- 4-7-811 o o o o 1 its obligations hereunder or the falsity of any representation, or 2 breach of any warranty or covenant made by Borrower hereunder, or 3 under the terms of any other document executed in connection here- 4 with, shall constitute a default hereunder; 5 1. A failure by Borrower to pay the loan payment or to 6 make any other payment due and required to be made by Borrower here- 7 under, and when due, where such failure shall continue for a period 8 of ten (10) days after written notice thereof from Lender to Borrow- 9 er. 10 2. A failure by Borrower to observe and perform any 11 I other material provision of this entire Agreement where such fail- 12 ure shall continue for a period of thirty (30) days after written 13 notice thereof from Lender to Borrower; provided, however, that 14 if the nature of default by Borrower is such that more than thirty 15 (30) days are reasonably required for its cure, then Borrower 16 shall not be deemed to be in default if Borrower commences such 17 cure within said thirty (30) days thereafter diligently prosecutes 18 such cure to completion. 19 3. The making by Borrower of any general assignment fo 20 the benefit of creditors; the filing by or against Borrower of a 21 petition to have Borrower adjudged bankrupt or of a petition for 22 reorganization or arrangement under any law relating to bankruptcy 23 (unless, in the case of a petition filed against Borrower; the same i 24 is dismissed within sixty (60) days); appointment of a trustee or 25 receiver to take possession of substantially all of Borrower's 26 assets where possession is not restored to Borrower within thirty 27 (30) days; or the attachment, execution or other judicial seizure 28 of substantially all of Borrower's assets where such seizure is 4-7-1\8 -6- 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 o o o not discharged within thirty (30) days. B. Remedies. Upon the occurence of a default by Borrow- er, Lender may take anyone or more of the following remedial steps: 1. Declare the entire principalbalance then unpaid unde the terms of this Agreement, and evidenced in Exhibit "A", illlllled- iately due and payable. 2. Take whatever action at law or in equity (other than an action for specific performance or non-monetary obligations) as may appear necessary or desirable, in the sole discretion of Lender, to collect the amounts then due, to enforce performance and obser- vance of any obligation, agreement or covenant of the Borrower under this Agreement, or under any other document executed in connection herewith. 3. Institute any action or proceeding at law or in equity for the collection of the sums so due and unpaid, and to pro- secute any such action or proceeding to judgment or final decree, and to enforce any such judgment or final decree and collect, in a manner provided by law, the monies adjudged or decreed to be pay- able. C, No Remedy Exclusive. No remedy herein conferred up- on or reserved to the Lender is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative, and shall be in addition to every other remedy given under this Agreement or now existing at law or in equity, or by statute, and may be excerised in such number, at such times and in such order as Lender may determine in its discretion. Any and all notices of default must be remedied within thirty (30) days of receipt of said notice. -7- 4-7-1111 o o o o 1 14. AGREEMENT TO PAY ATTORNEYS FEES AND EXPENSES 2 In the event Lender or Borrower utilize the services of 3 any attorney or attorneys in attempts to collect any sums due under 4 this Agreement or any other document executed or given in connection 5 herewith or hereunder, or if the Lender or Borrower becomes a party, 6 plaintiff or defendant or otherwise appears in any legal proceeding 7 relating to this Agreement or any of the documents executed here- 8 under, or in connection herewith, the prevailing party shall be en- 9 titled to all court costs, attorneys' fees and expenses as the court 10 . may fix. 11 15. 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 COMPLIANCE WITH LAWS AND CONTRACTS This Agreement shall be subject to, and all parties to this Agreement shall comply with all applicable local, state and federal laws and regulations not specifically identified in this Agreement, and any applicable contracts with federal agencies. Further, this Agreement shall be governed by and con- strued in accordance with the laws of the State of California, and all applicable federal statutes and regulations as amended. 16. RECORDS Borrower shall maintain and keep books and records as they relate to this program funding on a current basis recording the transaction in a form satisfactory to Lender and in accordance with generally acceptable accounting principles. Said books and records shall be made available to Lender, the State of California, the Federal Government and to any authorized representative thereof for purposes of audit at all reasonable time and places. All such books and records shall be retained for such periods of time as required by law provided, however, notwithstanding any shorter periods of 4-7-RR -8- 0 1 2 3 4 5 6 1 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 I 23 24 25 26 27 28 o o o retention, all books, records and supporting detail shall be re- tained for a period of at least three (3) years after the expira- tion of the term of this Agreement. 17. NOTICES All notices, certificates, or other coomunications here- under shall be delivered either personally or by registered or cer- tified mail, postage prepaid, return receipt requested, and add- ressed to the parties at the addresses set forth in this Agree- ment, If given by mail, such notice shall be effective on the date following the date mailed. All such notices shall be delivered or mailed to Lender or Borrower at the addresses designated on Page 1 of this Agreement. 18. EXECUTION OF DOCUMENTS The parties hereto shall, exercising reasonable dili- gence execute any and all documents and do all things as may be necessary or advisable under the circumstances tp give practical effect to this Agreement, and to evidence, perfect, and protect all rights and interests granted to the parties hereunder. 19. HOLD HARMLESS Borrower shall hold Lender, its elective appointive boards, officers, agents and employees, harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage which may arise from Borrower's or any of its sub-contractors' operations under this Agreement, whether such operations be by Borrower or by any sub-contractor, or sub-contractors, or by anyone or more persons directly or indirectly employed by, or acting as agent for Borrower or any sub-contractor or sub-contractors. Borrower shall defend 4-7-RR -9- 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 o o o Lender and its elective appointive boards, officers, agents, and employees from any suits or actions at law or in equity for dam- ages caused, or alleged to have been caused, by reason of aforesaid operations. 20. RELATIONSHIP No member, officer, or employee of Lender, or designees or agents, no member of the governing body of Lender, and no other public official who exercises any functions or responsibilities with respect to the program during his tenure or for one year there- after, shall have any interest, direct or indirect, in any contract or sub-contract, or the proceeds thereof, for work to be performed in connection with the activities assisted under this Agreement. 21. CONFLICT OF INTEREST: NO INDIVIDUAL LIABILITY. No member, official, or employee of Lender shall have any financial interest, direct, or indirect, in this Agreement, nor shall have any such member, official, or employee participate in any decision relating to this Agreement which affects his pecuni- ary interest, or the interests of any corporation, partnership, or association, in which he is, directly or indirectly, interested. No member, official, or employee of the City or Lender shall person- ally liable in the event of any default or breach of this Agreement by the City, Lender or Borrower. 22, BINDING EFFECT This Loan Agreement shall inure to the benefit of, and shall be binding upon, the Lender and the Borrower and their res- pective successors and assigns, subject, however, to the limitation contained in this Agreement. / / / / / 4-7-88 -10- 0 1 2 ~ 4 5 6 7 8 9 10 11 12 13 14 15 16 17 o o o 23. AMENDMENTS, CHANGES AND MODIFICATIONS Except as otherwise provided in this Agreement, this Agreement may not effectively amended, changed, modified, altered, or terminated without the prior written consent of the Lender and Borrower. No term or provision of this Agreement may be changed, waived, discharged, or terminated orally, but only be an instrument in writing signed by the party against which the enforcement of the change, waiver, discharge, or termination is sought. 24. EXECUTION OF COUNTERPARTS This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 25. NO FUTURE ENCUMBRANCES BY BORROWER Borrower, after the date of this Agreement, shall not in any manner encumber said property without the written consent of Lender. 26. TAXES AND ASSESSMENTS 18 19 20 21 22 23 24 25 26 27 28 Except as in this Agreement otherwise expressly provided, Borrower shall pay all general and special taxes, liens, charges, including all assessments of every nature, levied, assessed, or accruing on said business. 27. INSURANCE Borrower, during the continuance of this Agreement, shall insure and keep insured, at their own cost and expense, for the full insurance value thereof, all property of the business against loss by fire or the elements in insurance companies approved by Lender with loss payable to Lender. All monies collected by Lender from any such policy shall be applied by Lender to the payment of the -11- 4-7-R8 o o o o 1 amount specified in this Agreement and the interest thereon, in 2 such order as Lender may elect. ~ 28. PAYMENTS BY LENDER 4 Should Borrower fail to pay any amount to be paid by him 5 pursuant to this Agreement for taxes, assessments, or insurance 6 within ten (10) days before such amount becomes delinquent, the ? Lender may pay such amount and Borrower will repay to Lender on 8 demand the amount paid by Lender together with interest thereon 9 from the date of payment by Lender to the date of repayment by Borro 10 wer at the rate of ten percent (10%) per annum. 11 29. DESTRUCTION OF PROPERTY 12 Destruction of, or damage to, any personal property, if 13 any, described in this Agreement, whether from fire or any other 14 cause, shall not release Borrower from any of their obligations 15 under this Agreement; it being expressly understood that Borrower 16 bears all risk of loss to, or damage of, said property. 17 30. GOOD CONDITION AND REPAIR 18 The Borrower agrees that said property is, at the date 19 of this Agreement, in good condition, order and repair, and that he 20 shall, at his cost and expense, maintain said property in as good 21 order and repair as it is on the date of this Agreement, reasonable 22 wear and tear excepted. 23 31. RIGHT OF INSPECTION 24 Lender shall have the right to enter on and inspect said 25 property at least once each calendar month. All repairs required 26 to said property at least once each calendar month, All repairs re- 27 quired to said property noted by Lender shall be made by Borrower 28 at their own cost and expense, within ten (10) days after he re- 4-7-RR -12- o o o o 1 ceives notice in writing thereof from Lender. 2 32, WASTE AND REMOVAL OF BUSINESS 3 Borrower shall not remove or permit the removal of the 4 business without the consent of the Lender first had obtained in 5 writing. 6 33. MECHANICS' LIENS ? Borrower shall indemnify and hold Lender and the property 8 of Lender, including Lender's interest in said property, free and 9 harmless from liability for any and all mechanics' liens or other 10 expenses or damages resulting from any renovations, alterations, 11 buildings, repairs, or other work requested by Borrower. 12 34. PERSONAL INJURIES 13 Borrower shall indemnify and hold Lender free and harm- 14 less from any and all demands, loss, or liability resulting from 15 the injury to or death of any person or persons because of negli- 16 gence of Borrower or the condition of property at any time or times 17 after the date of this Agreement. 18 Borrower shall obtain and keep in force a policy of lia- 19 bility insurance naming SBEDC as an additional insured for an amount 20 not less than THREE HUNDRED THOUSAND DOLLARS ($300,000.00). 21 35. CONVEYANCE ON FULL PERFORMANCE 22 When the purchase price and all other amounts to be paid 23 by Borrower pursuant to this Agreement are fully paid as in this 24 Agreement provided, the Lender will execute and deliver to Borrower 25 a good and sufficient deed reconveying to Borrower good and market- 26 able title to said property. 27 36. NO REPRESENTATIONS 28 Borrower agrees with and represents to Lender that there -13- 4-7-1\8 0 1 2 ~ 4 5 6 7 8 9 10 111 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 o o o have been no representation by Lender or any agent of Lender of any fact or opinion of Borrower's business and Borrower hereby ex- pressly waives any and all claims for damages or recision or can- cellation of this Agreement because of any representation made by Lender or any agent of Lender other than such representaions as maybe contained in this Agreement. Borrower further agrees that Lender shall' not be liable for, or on account of any, inducements, promises, representations, or agreements not contained in this Agreement and further agrees that no agent or employee of Lender is or has been authorized by Lender to make any representations with respect to the business or the loan other than contained in this Agreement then that if any such representations have been made such representations are wholly unauthorized and not binding on the Lender. 37. ENTIRE AGREEMENT Both Borrower and Lender agree that this Agreement constitutes the sole and only Agreement between them respecting sai property and correctly sets forth their obligations to each other as of its date. 38. CORPORATE AUTHORITY Each individual executing this Agreement on behalf of Borrower represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of Borrower in accordance with its terms. IN WITNESS WHEREOF, on this I 3 I -,k'\ I day of July, 1986, the parties have executed this Loan Agreement in San Bernardino, California. / / / / / 4-7-88 -14- o 1 LENDER: 2 3 4 5 ~ 7 o 8 BORROWER: 9 10 11 12 13 14 15 16 Approved as to legal form and content 17 18 BY: 19 20 21 22 23 24 25 26 27 28 4-7-88 o o SAN BERNARDINO ECONOMIC DEVELOPMENT COUNCIL, INC. ,/-:7 . ~~../ BY:"';:)((4:.... x, / (':<'-<11(,---./ . ." CHAI BY, ~'~~NT JULIA'S ENTERPRISES INC., a Calif- ornia corporation ~ . . ---- ~~Afl.f> < "iGRt.t:~ L~~ E. VA N TE JULIA NEGRETE -15- o o o o STATE OF CALIFORNIA COUNTY OF SAN B,ERNARDINO .A I On this. '1 A./ day of /. , 1986, before me, the undersigned, a Notary Publ' in d for said County and State, person- ally appeared EDWARD V. N RETE, personally known to me to be (or proved to me on the basis of satisfactory evidence), to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same. WITNESS my hand and official seal. I! t f-7/t~4} ~~ NOTARY PUBLIC / OFFICIAL SEAL C l V1IlEYARD -w..=:...... IA/I CClUNlY 1Iy_. Ellp. Auo, 21. 1. " ~ ~ . w . ~ . . 7 . . . . . . . T e STATE OF CALIFORNIA COUNTY OF SAN BERNARDINO '-"7 f ~ On this /"-.......r day of .//v.v' , 1986, before me, the undersigned, a Notary Pup ic i and or said County and State, person- ally appeared E. VAL NEGRETE, personally known to me to be (or proved to me on the basis of satisfactory evidence), to be the person whose name is subscribed to the within instrument, and acknowledged to me thatshe executed the same, . 0FF1ClAL SEAl C L VIllEYARD ~ .. _. .. Auo. II. ,., WITNESS my hand and official ~eal. / (/J-j?//V<-/~-/ ''''''IT'I ~ T'l,r T"ll',nT""" , 4-7-1\8 o o o o ADDENDUM TO LOAN AGREEMENT AND PROMISSORY NOTE SECURED BY EQUIPMENT AND PERSONAL GUARANTEE San Bernardino, California BORROWER: JULIA'S ENTERPRISES, INC., a California corporation 1272 West 6th Street San Bernardino, CA 92411 LENDER: SAN BERNARDINO ECONOMIC DEVELOPMENT COUNCIL 330 North "D" Street, Suite 420 San Bernardino, CA 92401 Borrower, JULIA'S ENTERPRISES, INC., a California corporation and the Lender, SAN BERNARDINO ECONOMIC DEVELOPMENT COUNCIL agree to amend and modify the Loan Agreement between the parties executed on July 3, 1986 and the Promissory Note secured by equipment and Person- al Guarantee dated July 1, 1986 which was also executed on July 3, 1986 as follows: The obligation for payment is amended to change the commencement of the installment payments from August 1, to September 1, 1986 and continuing for a period of fifty-nine (59) months until July 31, 1991. On August 1, 1991 the balance of principal and interest then due, estimated to be in the amount of Eighteen Thousand One Hundred Ninety Three Dollars and Ninety Six Cents ($18,193.96) shall be due and pay- able. Except as specifically amended in this Addendum, each and all of the provisions of the Loan Agreement and Promissory Note secured by equipment and Personal Guarantee remain in full force and effect. S,~N BERNARDINO ECONOMIC DEVELOPMENT COUNCI INC. BY': ~ <...:<:.... ii..<.(/f,.-/ , CHAI ~c:;1/ t/,~~ EDWARD V. NEG~~ Dated: July 17, 1986 ~~ ' .~~~ BY: 6~ EXECUTIVE VICE-PRE DENT BY: fo~ hMI~H~ IC DEVELOPME hgal form ~ IMt~E8NOM- COUNCIL jtV& - Clm~; / ULIA l"EGRETE c Approved as to and content o o o o 1 2 SECURITY AGREEMENT this 34-)' This Agreement is made and entered into Z day of July, 1986 by and between SM_ BErJ_ARDINO ECONOMIC DEVELOPMENT 4 COUNCIL and JULIA'S ENTERPRISES, INC., a California corporation. 5 RECITALS 6 This Agreement is made with reference to the following 7 facts: 8 A. JULIA'S ENTERPRISES, INC. is presently obligated to 9 pay to the SAN BERNARDINO ECONOMIC DEVELOPMENT COUNCIL the sum of 10 THIRTY THOUSAND DOLLARS ($30,000.00) evidenced by a Promissory Note, 11 a copy of which is attached hereto as Exhibit "A" and incorporated 12 herein by this reference as though fully set forth pursuant to the 13 provisions of a Loan Agreement 14 DEVELOPMENT COUNIL and JULIA'S between SAN BERNARDINO ECONOMIC J' ENTERPRISES INC. dated July _=(~. 15 1986 copy of which is attac'led hereto as Exhibit "B" and incorpor- 16 ated herein by this reference as though fully set forth. 17 B. This Agreement is executed for the purpose of pro- 18 viding security for the repayment of the said Promissory Note and 19 the performance of the telms vi the "aid Loan Agreement and the per- 20 formance of the obligations as maybe described in this Agreement. 21 Now, therefore, in consideration of the mutual covenants 22 and conditions contained herein, SAN BERNARDINO ECONOMIC DEVELOPMENT 23 COUNCIL and JULIA'S ENTERPRISES, INC., a California corporation, 24 agree as follows: 25 1. JULIA'S ENTERPRISES, INC. will obtain and provide to 26 SAN BERNARDINO ECONOMIC DEVELOPMENT COUNCIL two (2) separate UCC-1 27 Fianacing Statements with one of the statements to include a des- 28 cription of the property purchased with the proceeds of the loan -1- Exhibit "B" . o o o o 1 from SAN BERNARDINO ECONOMIC DEVELOPMENT COUNCIL and the other 2 including a description of the fixtures and equipment, other than ~ that purchased with the proceeds of the loan, owned by JULIA'S 4 ENTERPRISES, INC. 5 2. JULIA'S ENTERPRISES, INC. will obtain and provide to ; I 1 6 SAN BERNARDINO ECONOMIC DEVELOPMENT COUNCIL the executed personal 7 guarantee from each of its shareholders. 8 3. JULIA'S ENTERPRISES, INC, will provide to SAN BERNAR- 9 DINO ECONOMIC DEVELOPMENT COUNCIL a copy of its Articles of Incorp- 10 oration, By-Laws and a copy of the Corporate Resolution authorizing 11 the officers to enter into the Loan Agreement and Security Agree- 12 ment and authorize the officers to sign the Promissory Note. 13 The provisions of this Security Agreement are concurrent 14 and in addition to the provisions of the Loan Agreement between the 15 parties attached hereto as Exhibit "B". In the event of any in- 16 consistencies between this Agreement and the provisions of the 17 Agreement attached hereto as Exhibit "B", the terms of Exhibit "B" shall superse~e Oct 7' I then control. 18 19 20 DATE: .--> :J ,1986 22 23 24 25 26 BORROWER: 27 SAN BERNARDINO ECONOMIC DEVELOP MENT COYJlJ.CIL, INC'/' . ./, BY :/ ..ic .c4.:~tl {../~.'---/ ___/ CHAI 21 LENDER: BY: DENT 28\ JULIA'S ENTERPRISES, INC., a California corporation ~/ ,t< ~S-L/I"""", EDWARD V. NEGRETE . c o 1 2. ~ 4 5 , 6 form 'I 8 BY: 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -3- o o c; o o o ~~ . r-- /~r:--<<'~"h.-/ / STATE OF CALIFORNIA COUNTY OF SAN BERNARDINO . ,....." / " ! ~ On this . ~., day of ')A~J,-{;t , 1986, before me, the undersigned, a Notary Public in, for said County and State, person- ally appeared EDWARD V. NEGRETE / personally known to me to be (or proved to me on the basis of satisfactory evidence), to be'the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same. WITNESS my hand and official seal. I If Li7,J;~~L'J~ -<~i NOTARY PUBLI~ .~ OFFICIAL SEAL C L VINEYARD .,'!J*tY ~11lGmIo .... ~IIO COUNtY IIyComoo, EJop. Aog. 211. 111II "e STATE OF CALIFORNIA COUNTY OF SAN BERNARDINO i On this ~-:;;-vi' day of / J.{./"/' , 1986, before me, the undersigned, a Notary Public in and for said County and State,person- ally appeared E, VAL NEGRETE, personally known to me to be (or proved to me on the basis of satisfactory evidence), to be the person whose name is subscribed to the within instrument, and acknowledged to me thatshe executed the same. it OFFICIAL SEAL C L VINEYARD IlaWY Publlc-cdlomla SAN BERNAROIIIO COUNTY My COnIlI. Elql. ""g. 211, 19a9 WITNESS my hand and offi91a1 seal. , .: }'-J ! ,l ,y /" /' ,<;:, .--:' <-<-./ / /': I / <. ~ ,/'- . N Tb.hlV 'J)TT1H Tf" . o o o o GUARANTEE 1. The undersigned hereby endorses, guarantees, and promises to pay the note from JULIA'S ENTERPRISES, INC., a California corporation to SBEDC for the sum of THIRTY THOUSAND DOLLARS ($30,000.00) WAIVERS 2. The undersigned hereby waives the following: (a) Presentment, demand, protest, notice of protest, notice of dishonor, and notice of nonpayment; (b) The right, if any, to the benefit of, or to direct the appli- cation of, any security hypothecated to the holder, howsoever arising, shall have been paid; and (c) The right to require the holder to proceed against the maker, or to pursue any other remedy in the holder's power. RIGHT OF DIRECT ACTION 3. The undersigned hereby further agrees that the holder may proceed against the undersigned directly and independently of the maker, and that the cessation of the liability of tension, renewal, forbearance, change 01 rate of interest, or acceptance, release or substitution of security, or any impairment or suspension of the holder's remedies or rights against the maker, shall not in any way affect the liability of the undersigned. RENEWAL AND EXTENSIONS 4. The undersigned further agrees to all renewals and extensions of this note for whatever period or periods. Any such renewals and extensions may be made without notice to or the further consent of the undersigned. 5":-./ .~ " 'c_~/ P. ~ ~~TURE OF GUARA R EDWARD V. NEGRETE STATE OF CALIFORNIA COUNTY OF SAN B,RNARDINO 7 / ,/7 On this _,....~- day of U.A, a Notary Pubiic in and sa , 1986, before me, the undersigned, County and State, personally appeared EDWARD V. NEGRETE personally known to me to be (or proved to me on the basis of satisfactory evidence), to be the person whose name is sub- scribed to the within instrument, and acknowledged to me that he executed the same. WITNESS my hand and official f i..0/;.' (/YL .--/ N ARY PUBLll.; / / seal. I .. ... . . . & ~ . .~~_.: ... . A . . A '-:. {e OFFICIAL SEAL I C L VINEYARD IltWY PublIc-CIIIIOmIl 8AII 8EllNAROIIIO COUNTY IIr c..m, blI. AiIlI. 2&, 1M , c' o o o GUARANTEE 1. The undersigned hereby endorses, guarantees, and promises to pay the note from JULIA'S ENTERPRISES, INC., a California corporation to SBEDC for the sum of THIRTY THOUSAND DOLLARS ($30,000,00) WAIVERS 2, The undersigned hereby waives the following: (a) Presentment, demand, protest, notice of protest, notice of dishonor, and notice of nonpayment; (b) The right, if any, to the benefit of, or to direct the appli- cation of, any security hypothecated to the holder, howsoever arising, shall have been paid; and (c) The right to require the holder to proceed against the maker, or to pursue any other remedy in the holder's power. RIGHT OF DIRECT ACTION 3. The undersigned hereby further agrees that the holder may proceed against the undersigned directly and independently of the maker, and that the cessation of the liability of tension, renewal, forbearance, change of rate of interest, or acceptance, release or substitution of security, or any impairment or suspension of the holder's remedies or rights against the maker, shall not in any way affect the liability of the undersigned. RENEWAL AND EXTENSIONS 4. The undersigned further agrees to all renewals and extensions of this note for whatever period or periods. Any such renewals and extensions may be made without notice to or the further consent of the undersigned. ~Le ~z:. "SIG ATURE 0 UARANTOR E. VAL NEG E STATE OF CALIFORNIA COUNTY OF SAN ~ERNARDINO On this -;;1/") day of (/"1.....1:1 ,1986, before me, the undersigned a Notary Public in and ~0r sa}~ County and State, personally appeared' ." / ,/ , E. VAL NEGRETE persona11fknown to me to be (or proved to me on the basis of satisfactory evidence), to be the person whose name is sub- scribed to the within instrument, and acknowledged to me that he executed the same. WITNESS my hand and official seal. 'y./<.!--"J . '. .. / I /.~ .' ;" <-t_ ~ ;> /Z c: 7" NOTARY PUBLI~ f - - - - - . . ~>t" . . -A. .--- . OFfICIAL sEAt. .. - it . C L VINEYARD II' Pubfl:-CallfOl'Pla r., {I SA~RNARCINO COUNTY I.; My COm:n Uq> AU9. 26, 1989 ft '. ~ . ~ . . . . ... ... . ... ... ..... ... ".....,..... J ~ o o o o GUARANTEE 1. The undersigned hereby endorses, guarantees, and promises to pay the note from JULIA'S ENTERPRISES, INC., a California corporation to SBEDC for the sum of THIRTY THOUSAND DOLLARS ($30,000.00) WAIVERS 2. The undersigned hereby waives the following: (a) Presentment, demand, protest, notice of protest, notice of dishonor, and notice of nonpayment; (b) The right, if any, to the benefit of, or to direct the appli- cation of, any security hypothecated to the holder, howsoever arising, shall have been paid; and (c) The right to require the holder to proceed against the maker, or to pursue any other remedy in the holder's power. RIGHT OF DIRECT ACTION 3. The undersigned hereby further agrees that the holder may proceed against the undersigned directly and independently of the maker, and that the cessation of the liability of tension, renewal, forbearance, change of rate of interest, or acceptance, release or substitution of security, or any impairment or suspension of the holder's remedies or rights against the maker, shall not in any way affect the liability of the undersigned. RENEWAL AND EXTENSIONS 4. The undersigned further agrees to all renewals and extensions of this note for whatever period or periods. Any such renewals and extensions may be made without notice to or the further consent of the undersigned. (~c.il~ cr 7/.; .. l!~.- IGNATURE OF GUARA T R JULIA NEGRETE STATE OF CALIFORNIA COUNTY OF SAN BERNARDINO On this day of , 1986, before me, the undersigned, a Notary Public in and for said County and State, personally appeared JULIA NEGRETE personally known to me to be (or proved to me on the basis of satisfactory evidence), to be the person whose name is sub- scribed to the within instrument, and acknowledged to me that he executed the same. WITNESS my hand and official seal. NOTARY PUBLIC