Woody's Classic Grill-2018-21 2018-21
ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT
by and between the
City of Grand terrace,
a California municipal corporation,
and
WOODY'S CLASSIC GRILL
woodys Classic Gill ton
ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT
THIS ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT(the"Agreement")
is dated for reference purposes as of the 22"d day of May 2018 and is being entered into
by and between the CITY OF GRAND TERRACE, a California municipal corporation
("City"), and Mike Miller ("Operator") sole proprietor of Woody's Classic Grill. City and
Operator are sometimes hereinafter referred to individually as a "Party" and collectively
as the "Parties." The Parties enter into this Agreement with reference to the following
recited facts (each a "Recital"):
RECITALS
A. Operator leases certain real property within the City of Grand Terrace
located at 22400 Barton Rd, Assessor's Parcel Number("APN")0275-301-01 and more
specifically described in Attachment 1 ("Property").
B. The Property was previously the site of a Food Connection restaurant
which closed in August of 2017. Since that time, the Property has been left vacant with
no commercial enterprise sited therein. It is Operator's desire to conduct commercial
restaurant operations and incidental related uses by opening a Woody's Restaurant at
the Property. The operation of a restaurant, such as Woody's Restaurant, at the
Property will provide substantial financial benefits to the City in the form of sales tax and
new jobs for City residents but will require substantial tenant improvements to the
Property.
C. To construct the necessary tenant improvements to enhance the viability of
the restaurant operation, it will be necessary for Operator to invest substantial sums into
the Property currently estimated at One Hundred Thousand Dollars. However, Operator
has informed the City that it only has half of the amount necessary to construct the
necessary tenant improvements to conduct the desired business.
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D. In consideration of Operator's commitment to operate the Property as
commercial restaurant operations for no less than five years from the date of execution
of this Agreement, and for hiring no less than the equivalent of 20 full time employees
pursuant to a to-be-adopted policy of local preference In hiring Grand Terrace residents,
the City is willing to loan to Operator $50,000, subject to the terms and conditions
contained herein.
COVENANTS:
BASED ON THE FOREGOING RECITALS, WHICH ARE INCORPORATED INTO
THIS AGREEMENT BY THIS REFERENCE, AND FOR GOOD AND VALUABLE
CONSIDERATION AND THE PROMISES AND COVENANTS OF THE PARTIES SET
FORTH IN THIS AGREEMENT, City AND Operator AGREE AS FOLLOWS:
(§ 100) PURPOSE AND DEFINITIONS
(§101) Purpose of the Agreement.
This Agreement is intended to encourage the use and improvement of the Property
and its surrounding neighborhoods by assisting Operator's reopening of a restaurant for
no less than a five year period and implementing a policy of local preference for hiring no
less than the equivalent of 20 full time employees from within the City of Grand Terrace.
Operator's performance of its obligations as set forth in this Agreement and the resulting
creation of jobs are in the vital and best interests of the City and its residents and are in
accordance with the public purposes and provisions of applicable federal, state,and local
laws and requirements.
(§102) Definitions
The following terns as used in this Agreement shall have the meanings given
unless expressly provided to the contrary:
1. The term "City" shall mean the City of Grand terrace, a California
municipal corporation. The term "City" as used herein also includes any assignee
of, or successor to, the rights, powers, and responsibilities of the City.
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2. The term "City Loan" shall mean the loan in the amount of$50,000
made by the City to the Operator.
3. The term "Commencement Date" shall have the meaning ascribed
in Section 303.
4. The term "Covenant Termination Date" shall have the meaning
ascribed in Section 401.
5. The term "Effective Date" shall mean the date this Agreement is
executed by both parties after approval by the Grand terrace City Council at a
public meeting as required by law.
6. The term "Operator" shall mean Mike Miller sole proprietor of
Woody's Classic Grill. The term "Operator" as used herein also includes any
permitted assignee of or successor to a possessory interest in the Property.
7. The term "Project" shall mean the tenant improvements of the Property
by Operator as more specifically described in Attachment No. 2 to this Agreement,
and as otherwise provided in Article 200 of this Agreement, including the plans and
permits to be approved pursuant hereto. In the event of any inconsistency
between the narrative description of the Project in this Agreement and the plans
and permits approved by the City, the approved plans and permits shall govem.
8. The term "Property" shall mean the real property more specifically
described in Attachment 1. In the event Operator, merges, subdivides, adjusts, or
otherwise alters the boundaries of the Property; or should Operator acquire real
property in addition to or less than the Property, Operator shall immediately deliver
to City an accurate updated legal description of the Property and upon City's
approval of such change this Agreement shall be amended to incorporate the
updated legal descriptions as Attachment No. 1, which updated description shall
thereafter mean the "Property" for purposes of this Agreement.
(§200) COVENANTS
(§201) Control of the Property.
Operator hereby represents to City that it currently holds a leasehold interest in the
Property. Operator further covenants and represents that Operator will construct all
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improvements necessary to operate a commercial restaurant for a period of five years
and all related incidental uses on the Property pursuant to the requirements of this
Agreement.
(§202) Covenants.
The City recognizes that Operator could choose not to open a restaurant and
locate its business to another location outside of the City's jurisdiction. At the request of
City, Operator will reopen a business at the Property and will operate a restaurant store
despite opportunities to locate elsewhere, and Operator commits to continuously
operating a restaurant for a period of no less than five years following the
Commencement Date. Operator shall complete all tenant improvements necessary to
reopen and operate a restaurant store on the Property.
(§203) Land Use Approvals.
On or before the expiration of sixty days from the execution of this Agreement,
Operator shall prepare and submit to City a complete application for any required land
use approvals for the Project, if any are required for the obligations set forth herein, and
Operator shall pay the applicable fees for City's review and approval. Operator shall
exercise its reasonable diligence to expeditiously pursue such land use approvals. City
shalt assist Operator with the application; provided, however, that nothing herein shall be
construed as a commitment by City that the land use approvals will be approved by City
or as a limitation on City's legislative discretion.
(§204) Final Building Plans.
Within thirty(30)days following final approval of the land use approvals by the City
and the expiration of all administrative and legal appeals, or if no land use approvals are
required then within thirty days of execution of this Agreement, Operator shall submit to
City a complete set of Final Building Plans for the Project and pay the applicable fees to
City for City's review and approval. The Final Building Plans shall be in strict conformity
with the previously approved land use approvals and shall contain all information required
to obtain all necessary building permits required for the Project. Operator shall exercise
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its reasonable diligence to expeditiously obtain City's approval of said Final Building
Plans. If the Final Building Plans are acceptable to City and meet applicable code
requirements, City staff shall provide reasonable assistance to Operator in obtaining the
necessary approvals; provided, however, that City does not warrant or represent that
approval shall be forthcoming. If the City rejects the Final Building Plans as not in
conformity, Operator shall modify and resubmit the Final Building Plans and City approval
prior to the issuance of building permits for the Project. In the event City requires
modifications or changes to the Final Building Plans, Operator shall make the necessary
changes with reasonable diligence and resubmit to City.
(g205) Other City and Governmental Permits.
Before commencement of construction or operation of the Project, Operator, at its
own expense, shall secure or cause to be secured any and all building and other permits
and other approvals which may be required from all governmental agencies having
jurisdiction over the Property and the Project("Government Permits").
Notwithstanding any other provision of this Agreement, City's obligations
hereunder shall be contingent and conditional upon Operator submitting and processing,
and the governing authorities of City approving, as necessary, all documentation and
information required to construct and operate the Project, including but not limited to the
requirements of the California Environmental Quality Act (Division 13 (commencing with
Section 21000) of the California Public Resources Code). Operator shall comply with all
environmental mitigation measures which may be imposed as conditions of approval on
the Project. Nothing herein is intended nor shall be construed as a pre-commitment or
prejudgment by City regarding the matters required to be considered as part of the
environmental review for the Project or relating to approval of the Project in general. If the
City's governing authorities disapprove the Project on environmental grounds or impose
environmental mitigation conditions which Operator reasonably determines renders
performance hereunder impracticable or economically infeasible, either City or Operator
may terminate this Agreement by delivery of written notice to the other party. In the event
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of a termination for such cause, neither party shall have any further rights against or
Obligations to the other party hereunder.
(§206) Cost.
Except as may be expressly provided in this Agreement, Operator shall be
responsible for all costs of constructing and operating the Project, including but not limited
to pre-development costs incurred for items such as planning, design, engineering, and
environmental remediation; all development and building fees; any cost incurred to
demolish and clear any and all existing improvements, furnishings, fixtures, and
equipment from the Property as necessary to complete the Project; costs for insurance
and bonds
(as required); costs for financing; all on-site and off-site construction costs; costs for
extending or relocating utility services; costs incurred for construction, installation, repair,
or
replacement of improvements within the public rights-of-way around the Property; costs
for required landscaping (if any); and any development impact fees and other applicable
City or other fees.
(§207) Schedule of Performance- Progress Reports.
Within thirty(30)days of the final approval of the Final Building Plans,and all other
required City and Government Permits, if any, Operator shall commence construction.
Once construction is commenced, it shall be continuously and diligently pursued to
completion, except when due to causes beyond the control and without the fault of
Operator, as set forth in Section 603 of this Agreement. During the course of construction,
Operator shall keep City informed of the progress of construction on a monthly basis,
which progress reports shall be in writing and submitted to the Development Services
Director upon either party's request.
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(§208) Com liance with Permits and Laws-, Prevailing Wages
Operator shall plan, design, and carry out the development of the Project in
conformity with all applicable laws, regulations, and rules of the City and other
governmental agencies having jurisdiction, including without limitation all conditions and
requirements of the permits and approvals to be approved by the City as set forth in
Sections 202-205 herein. Nothing in this Agreement is Intended to limit or restrict
Operator's right to challenge the validity of any such laws, regulations, or rules, or the
applicability of such laws, regulations, or rules to Operator, the Project, or the Property.
With respect to the development and construction activities undertaken by
Operator on the Property pursuant to this Agreement, Operator asserts that it is aware of
the requirements of Labor Code Section 1720 et seq., concerning the payment of
prevailing wages. Operator acknowledges that Operator shall be Independently
responsible for reviewing and understanding the applicable law and regulations with
respect to the payment of prevailing wages and complying therewith. In addition to any
other Operator indemnifications of City set forth in this Agreement, Operator shall
indemnify, defend, and hold City, its officers, officials, employees, agents and volunteers
harmless from and against any claims, injury, liability, loss, damage, Cost or expenses
(including reasonable attorneys' fees, expert witness fees, and court costs) arising from,
or which are in any way related to, the failure of Operator, its officers, employees, agents,
volunteers, contractors or subcontractors, to pay prevailing wages if legally required or
otherwise to comply with applicable law.
(§209) Indemnification for Construction Activities.
To the fullest extent permitted by law, excepting only as expressly provided in
Section 210, Operator agrees to and shall indemnify, defend, and hold harmless City, its
officers, officials, employees, and agents(collectively,the"Indemnitee")from and against
any and all claim, liability, loss, damage, costs, and expenses (including attorney's fees
and court costs) arising from or as a result of the death or injury of any person or any
accident, injury, loss, or damage whatsoever (whether or not covered by insurance)
caused to any person or to the Property of any person which shall occur on or adjacent
to the Property and which shall be caused by any acts done thereon or any errors or
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omissions of Operator or any of its officers, agents, servants, employees, contractors or
subcontractors in developing the Project, regardless of whether the Indemnitee is guilty
of any active or passive negligence.
(§210) Rights of Access.
For the purpose of assuring compliance with this Agreement, representatives of
City shall have the reasonable right of access to the Property, without charges or fees, at
normal construction hours during the period of construction for the purposes of this
Agreement, including but not limited to the inspection of the work being performed by
Operator In constructing the Project. Such representatives of City shall be those who are
so Identified in writing by the City Manager of City. City shall indemnify, defend, and hold
harmless Operator and their respective officers, employees, and agents from any damage
caused or liability arising out of its exercise of this right of access; provided, however, that
it is understood that City does not by this Section waive any defense or immunity from
suit that it would have in the absence of this Agreement, nor does City assume any
responsibility or liability for a negligent inspection or failure to inspect or for a failure to
enforce compliance with any applicable law.
(§211) Estoopels.
At the request of Operator or any holder of a mortgage or deed of trust, City shall,
from time to time and upon the request of such holder, timely execute and deliver to
Operator or such holder a written statement of City that no default or breach exists (or
would exist with the passage of time, or giving of notice, or both) by Operator under this
Agreement, if such be the case, and certifying as to whether or not Operator has at the
date of such certification complied with any obligation of Operator hereunder as to which
such holder may inquire. The form of any estoppel letter shall be prepared by the holder
or Operator and shall be at no cost to City; Operator shall reimburse City for any costs
Incurred in connection therewith, including City's legal expenses, upon submission to
Operator of an invoice therefore by City.
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(§300) CITY LOAN AND FINANCIAL ASSISTANCE
(§301) City Loan
City shall provide Operator a loan up to a maximum Fifty Thousand Dollars
($50,000.00) ("City Loan"),
1. Note. Operator's obligation to repay the City Loan shall be evidenced by the
Note having a form and content the same in all material respects to the Note
attached hereto and incorporated herein as Attachment No. 3. Operator's
execution and delivery to City of the Note is a material inducement for City
entering Into this Agreement and is a condition precedent to the City's
obligation to disburse any portion of the City Loan. Failure to execute and
deliver the Note shall be a material breach of this Agreement. The Note
shall provide:
(i) That the Note shall be in an amount not to exceed Fifty
Thousand Dollars ($50,000).
(ii) That any Default of the Note, the Agreement, or other
third-party funding to Operator which remains uncured after the period
provided for cure under the governing agreement shall be a breach of the
Note, in which event the entire outstanding principal balance of the Note,
plus accrued interest, shall become due and payable by Operator on
demand by the City.
(iii) That the Note shall be secured by a UCC-1 Financing
Statement, the fling of which will give the City a perfected security interest
in Developer's tangible personal property and fixtures located on or about
the Property. The UCC-1 Financing Statement shall have the form and
content in all material respects to Attachment No. 4.
(iv) That annually the operator shall verify the employment
of the equivalent of no less than 20 full time employees, hired through the
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implementation of a local hiring preference program, and provided Operator
is not then in breach of this Agreement, the annual payment shall be
credited by$9,000 for years 1-3 and by$5,000 for years 4 and 5. In addition,
all interest shall be forgiven, if operator is not in breach of contract at the
end of year 5.
2. UCC-1 Financing Statement. Operator's reimbursement obligation as set
forth in this Agreement and its obligations under the Note shall be secured by the UCC-1
Financing Statement having a form and content the same in all material respects to the
document attached hereto and incorporated herein by reference as Attachment No. 4.
The rights established in this Section and under the applicable law governing the UCC-1
Financing Statement are not intended to be exclusive of any other right, power or remedy,
but each and every such right, power and remedy shall be cumulative and concurrent and
shall be in addition to any other right, power and remedy authorized herein or now or
hereafter existing at law or in equity. These rights are to be interpreted in light of the fact
that the City will have provided public funds to assist the development of a private project
as permitted under applicable laws. Operator's execution and delivery to City of the UCC-
1 Financing Statement is a material inducement for City entering into this Agreement and
a condition precedent to the City's obligation to disburse the City Loan. Failure to execute
and deliver the UCC-1 Financing Statement upon execution of this Agreement shall be a
material breach of this Agreement.
(§302) Disbursement of City Loan.
Disbursements shall be tendered no more than every seven (7) days in arrears
according to the following process:
A. Ai3olications for Disbursement. The City Loan shall be available for
disbursement on a reimbursement basis during construction of the Project,
as requested by Operator. The Operator shall submit to the City a
"Application for Disbursement"which shall include:
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(1) A written, itemized statement, signed by a representative of the
Operator which sets forth: (i) a description of the work performed,
material supplied, and/or costs incurred or due for which
disbursement is requested; and (ii) the total amount Incurred,
expended and/or due for the requested disbursement. If requested
by City, back up documentation shall be presented to substantiate
the disbursement request. All moneys applied for and disbursed
pursuant to this Section shall be applied only for the corresponding
improvements and the statement(s) by the representative of the
Operator shall so affirm, in a writing signed under penalty of perjury.
(2) Mechanics lien waivers including: (i) a Conditional Waiver and
Release In Exchange For Progress Payment in compliance with
California Civil Code Section 8132 for itself and each contractor
covered by such request for payment, (ii) an Unconditional Waiver
and Release In Exchange For Progress Payment in compliance with
California Civil Code Section 8134 for itself and each of its
contractors covering the full amount of all previous payments made
to Operator, and (III) an Unconditional Waiver and Release In
Exchange For Final Payment in compliance with California Civil
Code Section 8138 for its contractors who have completed their work
and for whom Operator has received full payment.
(3) Certification that in completing construction pursuant to this Section,
the Operator has complied with all applicable laws.
(4) Each Application for Disbursement by the Operator shall constitute a
representation and warranty by the Operator that all work
encompassed by the Application has been accomplished in
accordance with City standards for such work and sound
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construction practices, and that the Operator is in compliance with
all of the provisions of this Agreement.
B. Aoproval and Payment. Upon receipt of an Application for Disbursement the
City shall review the same and shall approve the same subject to such
exceptions as the City deems reasonably necessary and appropriate under
the then current circumstances. Such approval may not unreasonably be
withheld or delayed. The City shall pay, or cause to be paid, any approved
disbursements within thirty (30) days following City's receipt of the
corresponding Application for Disbursement.
C. Development of the Proiect. Operator shall commence and diligently
prosecute the Project to completion within the time provided and otherwise
in strict compliance with this Agreement. Construction on the Project shall
commence within ninety (90) days of permit issuance.
D. Note Term. Notwithstanding anything stated herein to the contrary,
nothing in this Agreement shall limit the full Note amount from being
accelerated or foreclosed upon as authorized in this Agreement, or as
authorized in the terms of the Note or under applicable UCC laws.
(§303) Commencement of Five Year Operation Date.
The Commencement Date for determining the start of the five-year period of
required operations shall be the date that Operator shall have timely completed
construction of the Project in accordance with all requirements of this Agreement and
obtained a Certificate of Occupancy. If the Project is not fully completed, and the
Commencement Date has not been fully established, on or before January 1, 2019,
Operator shall be deemed to be in default of this Agreement and the Note shall be
accelerated.
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(§304)Termination of City Obligation to Disburse Loan.
Operator understands and agrees that City intends to fund this loan from certain
bond proceeds and that City's obligation to pay the City Loan is contingent upon approval
by the Department of Finance of the Grand Terrace Successor Agency Last and Final
ROPS and bond expenditure agreement,which approval is a condition precedent to City's
obligations hereunder. In addition, City's obligation to pay the City Loan to Operator shall
terminate upon the occurrence of any of the following, whichever is first to occur-
(I) In the event the Project has not been completed according to the
requirements of this Agreement, and the Commencement Date has not
been fully established by January 1, 2019;
(ii) The date upon which the total cumulative amount of all City
Disbursements of the City Loan provided by City to Operator shall equal
$50,000.00 taking into account all payments made by City to Operator
under this Agreement;
(ill) The date on which Operator defaults in complying with any material
provision of this Agreement, including but not limited to a default in any
of the use restrictions and covenants contained herein, as to which any
applicable cure period has expired.
(§305) Repayment
Repayment of the Note, including all principal and accrued interest, shall be made
In annual payments of $10,000, subject to the following adjustments and as more
specifically set forth in Attachment No. 5. Each year, upon verification that Operator Is not
then in breach of the Agreement, including but not limited to the employment
requirements, the Operator shall be credited by $9,000 during years 1-3 and by $5,000
for years 4 and 5. Such credit shall be applied against the annual payment owed by
Operator. Operator shall pay any remaining balance owed under the annual payment. In
addition, all interest shall be credited, if operator is not in breach of contract at the end of
year 5.
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(§400) USES OF THE PROPERTY; OPERATING COVENANTS
(§401) Use of the Property.
Operator recognizes that a material consideration for City's entering into this
Agreement is to assist in the generation of additional sales and Property tax revenues to
City from the development of commercial restaurant uses on the Property, the additional
jobs anticipated to be provided by the restaurant uses and the local hiring preference
policy to be implemented by Operator, and assistance in the development of the area and
the immediate neighborhood in which the Property is located. Accordingly, Operator
covenants and agrees, which covenants shall run with the land and bind all successors,
assigns, and every successor in interest of Operator's interest in the Property, that
commencing on the Commencement Date and continuing thereafter until the end of the
fifth (5t')year("Covenant Termination Date"), Operator shall not use the Property for any
purpose other than for commercial retail food uses, and such other uses as may be
related Incidental uses and uses which are consistent with this Agreement and applicable
land use regulations of City and pre-approved by City In writing. In addition, from and
after the Commencement Date until the Covenant Termination Date, Operator covenants
to exercise commercially reasonable diligence to help keep the commercial retail
operations, or its approved replacement, open during normal business hours for similar
businesses, for the five year period of time set forth herein, subject to temporary closures
in the event of casualty losses, maintenance and repairs, and events of force majeure.
Operator further covenants to adopt a policy of using commercially reasonable efforts to
hire a minimum of twenty Grand Terrace residents for full time employment.
In the event that Operator commits a material default of any of the provisions of
this Agreement, including but not limited to any of the use covenants or restrictions set
forth in this Section 401 during the time period(s) during which such covenants and
restrictions are in effect, as set forth in the preceding paragraph, and such default
continues for a period of thirty(30)days after City has given Operator the notice required
by Section 501 in compliance with Section 601, then City shall have the right to terminate
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this Agreement, in which case the City may, but is not obligated, to pursue any and all
remedies including acceleration of the Note.
(§402) Paint-of-Sale.
Commencing on the Commencement Date and continuing until the Covenant
Termination Date, Operator shall use its best efforts to ensure that the Property, shall be
the point-of-sale of all products or services which are displayed, sold or leased by itself
and any Tenant operating on the Property, or any of their respective officers, officials,
employees, subsidiaries or parent companies. Operator shall notify tenants, if any, of this
requirement, and shall ensure that language is included in all tenant agreements requiring
them to comply with the requirements of this section. Failure to cure a breach of the terms
and conditions of this Section 402 shall constitute a material default of this Agreement.
(§403) Effect of Covenants.
City is deemed a beneficiary of the terms and provisions of this Agreement and of
the restrictions and covenants running with Operator's fee interest in the land as set forth
in Article 200 and this Article 400 for and in its own right and for the purposes of protecting
the interests of the community and other parties, public or private, in whose favor and for
whose benefit the covenants running with the land have been provided. The covenants
in favor of City shall run without regard to whether City has been, remains, or is an owner
of any land or interest therein in the Property or in the Project. City shall have the right,
if any of the covenants set forth in this Agreement which are provided for its benefit are
breached, to exercise all rights and remedies and to maintain any actions or suits at law
or in equity or other proper proceedings to enforce the curing of such breaches to which
it or any other beneficiaries of such covenants may be entitled.
(§ 500) DEFAULTS, REMEDIES, AND TERMINATION
(§509) Defaults- General.
Subject to the extensions of time set forth In Section 603,failure or delay by a Party
to perform any tern or provision of this Agreement constitutes a default under this
Agreement; provided, however, such Party shall not be deemed to be in default if (i) it
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cures, corrects, or remedies such default within thirty (30) days after receipt of a notice
from the other Party specifying such failure or delay, or (ii) for defaults that cannot
reasonably be cured, corrected, or remedied within such time period, if such Party
commences to cure, correct, or remedy such failure or delay within such time period after
receipt of a notice from the other Party specifying such failure or delay, and diligently
prosecutes such cure, correction, or remedy to completion. The injured Party shall give
written notice of default to the Party in default, specifying the default complained of by the
injured Party. Copies of any notice of default given to Operator shall also be given to any
leasehold mortgagee requesting such notice. Except as required to protect against
further damages, the injured Party may not institute proceedings against the Party in
default until the time for cure, correction, or remedy of a default has expired. Except as
otherwise expressly provided in this Agreement, any failure or delay by a Party in giving
a notice of default or in asserting any of its rights and remedies as to any default shall not
constitute a waiver of any default, nor shall it change the time of default, nor shall it deprive
such Party of its right to institute and maintain any actions or proceedings which it may
deem necessary to protect, assert, or enforce any such rights or remedies.
(§502) Legal Actions.
Institution of Legal Actions.
In addition to any other rights or remedies, either party may institute legal action to
cure, correct, or remedy any default, to recover damages for any default, or to obtain any
other remedy consistent with the purposes of this Agreement. Such legal actions must be
instituted and maintained in the Superior Court of the County of San Bernardino, State of
California, or in any other appropriate court in that county.
Applicable Law.
The laws of the State of California shall govern the interpretation and enforcement
of this Agreement.
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Acceptance of Service of Process.
In the event that any legal action is commenced by Operator against City, service
of process on City shall be made by personal service upon the City Clerk of City, or in
such other manner as may be provided by law. In the event that any legal action is
commenced by City against Operator, service of process on Operator shall be made in
any manner as may be provided by law and shall be valid whether made within or without
the State of California.
(§503) Rights and Remedies are Cumulative.
Except as otherwise expressly stated in this Agreement, the rights and remedies
of the Parties are cumulative, and the exercise by either Party of one or more of its rights
or remedies shall not preclude the exercise by it, at the same or different times, of any
other rights or remedies for the same default or any other default by the other Party.
Notwithstanding any other provision set forth in this Agreement to the contrary, in no event
shall City have the right of specific performance or other mandatory injunctive relief to
compel Operator to operate the Property commercially, and City's sole remedies for a
failure to continuously operate the Property as commercial uses from the Commencement
Date until the Covenant Termination Date shall be: (1) the termination of this Agreement;
(ii) the prospective termination of the City Loan payments as provided in Section 401 of
this Agreement; (iii) the payment of litigation expenses as provided in Section 504, and
(iv)acceleration of the Note.
(§504) Litigation Exg_enses.
If either Party to this Agreement is required to initiate or defend litigation in any
way connected with this Agreement, the prevailing Party in such litigation, in addition to
any other relief which may be granted, whether legal or equitable, shall be entitled to
recover its reasonable litigation expenses, including without limitation attorney's fees,
expert witness fees, and other costs incurred with respect to such litigation. If either Party
to this Agreement is required to initiate or defend litigation with a third party because of
the violation of any terra or provision of this Agreement by the other Party, then the Party
so litigating shall be entitled to reasonable litigation expenses from the other Party to this
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Agreement. All such litigation expenses shall be deemed to have accrued on
commencement of such action and shall be enforceable whether or not such action is
prosecuted to judgment.
(§600) GENERAL PROVISIONS
(§601) Notices Demands and Communications Between the Parties.
Formal notices, demands, and communications between City and Operator shall
be given either by(i)personal service, (ii)delivery by reputable document delivery service
such as Federal Express that provides a receipt showing date and time of delivery, or(iii)
mailing in the United States mail, certified mail, postage prepaid, return receipt requested,
addressed to:
To City: City of Grand terrace
22795 Barton Road.
Grand terrace, California 92313
Attn: City Manager
Phn: 909-824-6621
With a copy to: Jones & Mayer
3777 N. Harbor Blvd.
Fullerton, California 92835
Attn: Baron J. Bettenhausen,
Assistant City Attomey
Phn: 714-446-1400
To Operator: Woody's Classic Grill
22400 Barton RD
Grand terrace, CA 92313
Attn: Mike Miller
Phn: 909-247-8753
Notices personally delivered or delivered by document delivery service shall be deemed
effective upon receipt. Notices mailed shall be deemed effective at noon on the second
business day following deposit in the United States mail. Such written notices, demands,
WoodVs crass.c Gnf EOA 19
and communications shall be sent in the same manner to such other addresses as either
Party may from time to time designate by mail.
(§602) Nonliability of City Officials and Employees: Conflicts of Interest
City officers, officials, employees, agents and contractors, shall not be personally
liable to Operator in the event of any default or breach by City or for any amount which
may become due to Operator or on any obligations under the terms of this Agreement.
No officer, official, employee, agent or contractor of City shall have any direct or indirect
interest in this Agreement, nor participate in any decision relating to this Agreement which
is prohibited by law.
(§603) Enforced. Delay: Extension of Times of Performance.
In addition to specific provisions of this Agreement, performance by either Party
hereunder shall not be deemed to be in default where delays or defaults are due to causes
beyond the control and without the fault of such Party, including as applicable: war,
insurrection; strikes; lock-outs; riots, floods; earthquakes; fires; casualties; supernatural
causes; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes;
lack of transportation; governmental restrictions; litigation not involving a default or other
tortious or wrongful acts or omissions by the Party claiming an extension of time to
perform; inclement weather; acts of the other Party; and acts or the failure to act of any
other governmental entity having jurisdiction (except that any act or failure to act of or by
City shall not excuse performance by City). Notwithstanding the foregoing, in no event
shall Operator's inability to secure satisfactory financing, interest rates, or market or
economic conditions entitle Operator to an extension of time to perform.
An extension of time for any such cause shall be for the period of the enforced
delay and shall commence to run from the time of the commencement of the cause, if
notice by the Party claiming such extension is sent to the other Party within thirty (30)
days of knowledge of the commencement of the cause. If no written notice is sent within
thirty(30)days, the enforced delay shall commence to run from the date written notice is
sent to the other Party. Times of performance under this Agreement may be extended
by mutual written agreement of City and Operator. The City Manager of City shall have
Woody's C,as*G03 EDA 20
the City on behalf of City to approve extensions of time not to exceed a cumulative total
of one hundred eighty(180) days.
(§604) Inspection of Books and Records.
City shall have the right at all reasonable times to inspect the books and records
of Operator pertaining to the construction of the Project on the Property, the proper
amount of the City Loan to be paid, or with Operator's compliance with the terms and
conditions of this Agreement, but only to the extent necessary and appropriate to enable
City to enforce its rights and perform its obligations set forth in this Agreement and subject
to Operators right to redact any confidential business and customer information that is
not needed to enable City to verify Operator's performance of its obligations hereunder.
(§605) Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning
of the language used and shall not be construed for or against either Party by reason of
the authorship of this Agreement or any other rule of construction which might otherwise
apply. The Section headings are for purposes of convenience only and shall not be
construed to limit or extend the meaning of this Agreement.
(§606) Entire Agreement:Waivers and Amendments.
This Agreement integrates all of the terms and conditions mentioned herein, or
incidental hereto, and supersedes all negotiations and previous agreements between the
Parties with respect to all or any part of the subject matter hereof. All waivers of the
provisions of this Agreement must be in writing and signed by the appropriate authorities
of the Party to be charged, and all amendments and modifications hereto must be in
writing and signed by the appropriate authorities of City and Operator.
(§607) Consent: Reasonableness.
Except when this Agreement specifically authorizes a Party to withhold its approval
or consent in its sole discretion, when either City or Operator shall require the consent or
approval of the other Party in fulfilling any agreement, covenant, provision, or condition
WoWVs Classic Gr@ FAA 1
contained in this Agreement, such consent or approval shall not be unreasonably
withheld, conditioned, or delayed by the Party from whom such consent or approval is
sought.
(§608) Severability.
If any term, provision, covenant, or condition of this Agreement is held by a court
of competent jurisdiction to be invalid, void, or unenforceable, the remainder of this
Agreement shall not be affected thereby to the extent such remaining provisions are not
rendered impractical to perform taking into consideration the purposes of this Agreement.
In the event that all or any portion of this Agreement is found to be unenforceable, this
Agreement or that portion which is found to be unenforceable shall be deemed to be a
statement of intention by the Parties; and the Parties further agree that in such event, and
to the maximum extent permitted by law, they shall take all steps necessary to comply
with such procedures or requirements as may be necessary in order to make valid this
Agreement or that portion which is found to be unenforceable
(§609) Third Party Beneficiaries.
Nothing herein is intended to create any third-party beneficiaries to this Agreement,
and no person or entity other than City and Operator, and the permitted successors and
assigns of either of them, shall be authorized to enforce the provisions of this Agreement.
(§610) Authority of Signatories to Bind Principals.
The persons executing this Agreement on behalf of their respective principals
represent that they have been authorized to do so and that they thereby bind the
principals to the terms and conditions of this Agreement.
(§611) Representations and Warranties.
Operator and each person executing this Agreement on behalf of Operator
represents and warrants that: (i) Operator has all requisite right, power, legal capacity,
and City to enter into and perform its obligations under this Agreement; (ii) any persons
executing this Agreement on behalf of Operator are authorized to do so;(iii)the execution
Woody s Classic Grill EhA 22
of this Agreement by Operator does not violate any provision of any other agreement to
which Operator is a party; and (iv) except as may be specifically set forth in this
Agreement, no approvals or consents not heretofore obtained by Operator are necessary
in connection with the execution of this Agreement by Operator or with the performance
by Operator of its obligations hereunder.
(§612) Execution.
This Agreement may be executed in counterparts, each of which shall be deemed
to be an original, and such counterparts shall constitute one and the same instrument.
(§613) Assignment.
Beginning on the Effective Date and continuing until the Covenant Termination
Date, Operator shall not transfer or assign its fee interest in the restaurant business, its
leasehold interest in the Property, any of its rights or obligations set forth in this
Agreement, or any shares, membership interests, or other ownership interest in Operator
of twenty five percent (25%) or more, without first obtaining City's prior written approval,
which approval shall not be unreasonably withheld, conditioned, or delayed, and shall be
granted if the transfer or assignment is to another business intending to continue the
operation of a restaurant business on the Property satisfying the definition of that term in
Section 200 of this Agreement(with the exception of the change in ownership and control
thereof). In addition, the foregoing restriction on transfers and assignments shall not
apply and City approval shall not be required for any of the following: (1) a transfer or
assignment to an entity in which Operator or any shareholder or shareholders owning a
minimum of fifty percent (50%) of the beneficial interest in Operator as of the Effective
Date individually or collectively own a minimum of fifty percent (50%) of the beneficial
interest; (ii) a transfer or assignment of an ownership interest in Operator resulting from
the death or mental or physical incapacity of an individual; provided that only the
ownership interest of the individual who dies or becomes mentally or physically
incapacitated may be transferred without City approval pursuant to this clause (ii); (III) a
transfer of an ownership interest in Operator in trust for the benefit of a family member or
members, provided the trustees of the trust are the same persons as the persons who
WOWYS Classic GAA EDA 23
are transferring the ownership interest; (iv) a transfer of stock in a publicly traded
corporation or real estate investment trust; (v) a transfer or assignment of a security
interest in the Property, the City Loan payments or the right to receive same; (vi) the
foreclosure or transfer or assignment in lieu of foreclosure of any security interest referred
to in clause (v); or (vii) the granting of an easement, license agreement, or similar
conveyance pertaining to the Property consistent with the operation of the restaurant
business on the Property. In the event of a permitted transfer or assignment requiring
City approval hereunder, or a permitted transfer under clause (1), (ii) or (vii) of the
preceding sentence, and as a condition to such right of transfer and assignment, the
transferor and transferee shall enter into an assignment and assumption agreement in a
form reasonably approved by City's legal counsel that provides for the transferor's
assignment and the transferee's assumption of all of the transferor's rights and obligations
set forth in this Agreement from and after the effective date of the transfer and
assignment. Upon the effective date of said transfer and assignment, the transferor shall
be released from any rights and obligations hereunder, but only with respect to transfers
and assignments which either have been approved in advance by City, as provided
herein, transfers and assignments occurring pursuant to clauses (ii)-(vii) of the second
sentence of this Section 613, and transfers and assignments occurring pursuant to clause
(i)of the second sentence of this Section 613 as to which City approves the release(which
release shall not be unreasonably withheld, delayed, or conditioned).
(§614) Estoanels.
At the request of Operator or any existing or prospective holder of a mortgage or
deed of trust encumbering Operators interest in the Property, City shall,from time to time
and upon the request of Operator or such holder, timely execute and deliver to Operator
or such holder a written statement of City that no default or breach exists (or would exist
with the passage of time, or giving of notice, or both) by Operator under this Agreement,
if such be the case, certifying as to whether or not Operator has at the date of such
certification complied with any obligation of Operator hereunder as to which Operator or
such holder may inquire, providing reasonably detailed information regarding the nature
and type of any Operator breach or default that City may contend exists and the measures
Woodys classic Gdu EDA 24
required to be taken by Operator to cure or remedy such breach or default, if such be the
case, and Informing Operator and such holder of the status of City Loan payments to the
extent of City's knowledge with respect thereto at the time such request is made. The
form of the estoppel letter shall be prepared by Operator or the holder and shall be at no
cost to City. Operator shall reimburse City for any costs reasonably incurred by City in
connection therewith, including City's legal expenses, upon City's submittal of an invoice
therefor to Operator.
(§ 615) Indemnity— Relocation Benefits.
Operator represents to City that, pursuant to the requirements of state and federal
law, no relocation benefits are due or payable by City to any of the current or prior tenants
located on the Property related to the construction of the Project or to this Agreement.
Operator shall indemnify, defend, and hold City, its officers, officials, employees, agents
and volunteers, harmless from and against any liability, loss, damage, cost, obligations
or expenses (including reasonable attorneys' fees, expert witness fees, and court costs)
arising from the failure or alleged failure of Operator or City, or any of their respective
officers, officials, employees, agents or volunteers, to pay relocation benefits as a result
of the Project or as a result of this Agreement.
(§ 616) Compliance with Laws.
Operator will comply with all federal, state and local laws applicable to this
Agreement, to the Project work, and to the City Loan. To the fullest extent permitted by
law, Operator agrees to and shall indemnify, defend, and hold harmless City, its officers,
officials, employees, and agents (collectively the "Indemnitee")from and against any and
all claims, liabilities, injuries, damages, losses, costs, suits, expenses (including
attorney's fees and court costs), and adverse determinations made by a governing court
or administrative body, which are in any way related to the failure of Operator or
Indemnitee to comply with any law, rule or regulation associated with this Agreement, the
Project, or the City Loan payments, including but not limited to any duty to comply with
Government Codes 53083 or 53084. The defense obligation provided for hereunder shall
apply without any advance showing of negligence or wrongdoing by the Indemnitee, but
Woodys Gassic GcM EDA 25
shall be required whenever any claim, action, complaint or suit asserts Iiability against
the Indemnitee, related to the failure of Operator or Indemnitee, or their respective
officers, officials, employees, agents, volunteers, or subcontractors, to comply with any
law, rule or regulation associated with this Agreement, the Project or the City Loan
payments, whether or not the Operator is specifically named or otherwise asserted to be
liable.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of
the Effective Date specified herein.
City OF GRAND TERRACE OPERATOR
By.
a Wrcyaboe
Mike Miller
By:
Its:
ATTEST
Debra Thomas, City Clerk
APPROVED AS TO FORM:
ichard L. Adams, 11
City Attorney
woodVs crassic GrU eoA 26
ATTACHMENT NO. 9
LEGAL. DESCRIPTIONS AND MAP OF THE PROPERTY
WoWVs Classic GO EDA 27
33400 Barton Road
APN 0?75-301-01
Pin. Trod No. 10586. M.O. 147/91-42 clip st Crane ;sprat. otrs
;!r 11414 Area
hall
•G T. 13
is I tilt
is •• � ,
n
-Itll—
fill
it
Pin. 1.10. 1/4, s.c, 37 1111al11171 Pass 39
a�
rr Banon Road
APN 0275-301-01
:f
r
ATTACHMENT NO. 2
DESCRIPTION OF PROJECT IMPROVEMENTS
Operator will construct such tenant improvements and infrastructure as necessary for the
operation of commercial restaurant businesses, specifically a Woody's Restaurant, at
22400 at the intersection of Barton Rd and Canal St.
The new commercial development will include:
1. Woody's Classic Grill
2. Business Address: 22400 Barton Rd.#1. Grand Terrace, CA 92313
3. Woody's Classic Grill is a family restaurant based on the wood paneled car of the 50's &
60's that was used to transport surfboards to the beaches of California.
4. We will be a 50 &60's diner serving breakfast, lunch, and dinner catered to families.
5. Remodel:we will be creating a beach Chemed concept by replacing the flooring,
6. painting,
7. reupholstery,
8. new pictures,
9. surf boards, new menu, updating all equipment etc.
10.Awnings
11.signs
Weodys Classic GO EOA 30
ATTACHMENT NO. 3
CITY LOAN PROMISSORY NOTE
$50,000.00 Grand terrace, California
May 22. 2018
FOR VALUE RECEIVED, OPERATOR, an individual ("Operator"),
promises to pay to the CITY OF GRAND TERRACE, a California municipal corporation
(the "City") at the City's office at 22795 Barton Road, Grand terrace, California 92313, or
such other place as the City may designate in writing, the principal sum of Fifty Thousand
Dollars ($50,000.00) together with interest as provided herein, (the "Note Amount").
9. Agreement. This Promissory Note (the"Note") is given in accordance with
that certain Economic Development Incentive Agreement executed by the City and the
Operator, dated as of May 22, 2018 (the "Agreement"). The rights and obligations of the
Operator and the City under this Note shall be governed by the Agreement and by the
additional terms set forth in this Note and the UCC-1 Financing Statement.
2. Interest. Immediately commencing upon the City's disbursement to
Operator of the City Loan until the entire Note Amount is repaid in full, interest shall
accrue on the Note Amount at a rate equal to the average monthly yield of the California
Local Agency Investment Fund ("LAIF") plus one percent (1%) as may fluctuate from
month-to-month.
3. Repayment of Note Amount. Annually, upon each anniversary date of the
Commencement Date (as that term is defined in the Agreement) Operator shall repay to
City $10,000.00, subject to certain adjustments. Upon verification, in the City's sole and
absolute discretion, that Operator is not then in default under the Agreement, including
but not limited to employment of at least the equivalent of twenty full time positions on the
Property, then Operator shall receive a credit as identified in Attachment 5 of this
agreement to be used to offset the Operator's annual payment amount owed. In the event
that, in any given year, Operator is determined, in City's sole and absolute discretion, to
be in default of the Agreement, then the annual balance, with interest, as identified in
attachment 5 shall not be so reduced but shall be due in full for said period.
Notwithstanding the foregoing, the full Note Amount may be accelerated as
set forth herein.
The total amount of the principal, interest and any other amounts owing
under this Note shall become immediately due and payable, upon written notice to
Operator, at the option of the holder of this note, upon the earlier to occur of the following:
a. The transfer, merger, sale, lease, exchange, assignment, or other
conveyance of an interest in (i) Operator, or (11) Operators interest in the
WOWS classic crUl EOA 31
Property, as that term Is defined in the Agreement, or(III)any part or portion
greater than 25% thereof; or
b. In the event of a default by the Operator in the performance of any of the
terms of the Agreement, this Note, orthe UCC-1 Financing Statement which
default has not been cured within the period of time set forth in those
documents;
d. In the event the Operator fails to make payments required by any
encumbrance having a priority of record to the UCC-1 Financing Statement
securing this note or to perform any obligation under such encumbrance or
otherwise allow any such encumbrance to be in default.
e. In case of anticipation of bankruptcy, insolvency or financial difficulties:
1. Operator or any guarantor of Operator's obligations hereunder
shall generally not pay its debts as they become due or shall admit
in writing its inability to pay its debts, or shall make a general
assignment for the benefits of creditor;
2. A case is commenced by or against Operator under Chapter 7, 11 or
13 of the Bankruptcy Code, Title 11 of the United States Code as
now In force or hereafter amended and if so commenced against
Operator, the same is not dismissed within sixty (60) days.
3. The appointment of a trustee or receiver to take possession of
substantially all of Operator's assets, where such seizure is not
discharged within thirty(30) days; or
4. Operator's convening of a meeting of its creditors or any class thereof
for the purpose of effecting a moratorium upon or composition of its
debts.
Failure to declare such amounts due shall not constitute a waiver on the
part of the City to declare them due subsequently. Notwithstanding the foregoing,
Operator may pay the City the balance of the Note Amount, or any portion thereof, at any
time prior to the Loan Termination Date without incurring any prepayment penalties.
4. Security. This Note is secured by a UCC-1 Financing Statement.
5. Waivers
a. No extension of time for payment of this Note made by agreement by the
City with any person now or hereafter liable for the payment of this Note
shall operate to release, discharge, modify, change or affect the original
liability of Operator under this Note, either in whole or in part.
WaMyrs Classic Grill FDA 32
b. The obligations of Operator under this Note shall be absolute, and Operator
waives any and all rights to offset, deduct or withhold any payments or
charges due under this Note for any reasons whatsoever.
6. Attorneys' Fees and Costs. Operator agrees that if any amounts due
under this Note are not paid when due, to pay in addition, all costs and expenses of
collection and reasonable attorneys'fees paid or incurred in connection with the collection
or enforcement of this Note, whether or not suit is filed.
7. UCC-1 Financing Statement Acceleration. The Agreement provide for
acceleration of the payments due under this Note in the event of default under the
Agreement or this Note.
S. Amendments and Modifications. This Note may not be changed orally,
but only by an amendment in writing signed by Operator and by the City.
9. City May Assign. City may, at its option, assign its right to receive payment
under this Note without necessity of obtaining the consent of the Operator.
10. Operator Assignment Prohibited. In no event shall Operator assign or
transfer any portion of this Note without the prior express written consent of the City,
which consent may be given or withheld in the City's sole discretion.
11. Terms. Any terms not separately defined herein shall have the same
meanings as set forth in the Agreement.
Dated: OPERATOR
By: "%Gam` M i L-ticR—
Its:
woWVs Classk Gfut FDA 33
ATTACHMENT 4
UCC-9 FINANCING STATEMENT
See Following Pagel
w�V:classic Grin eon 34
InstrucHons for UCC Finandj3g Statement Form UCC1
For faster processing and reduced filing fees,UCC financing statements can be filed electronically at
Fees: If submitting online,the Filing fee for a financing statement Is$5. If submitting on paper,the Financing Statement(Form UCC-1)must be accompanied by a
$10 fee if less than 3 pages. If 3 pages or more,the fee Is$20.(Government Code section 12194)
If submitting the statement on paper,please use this Fi1lable form. The Informatian must be legible for digital imaging. Read and follow all Instructions,especially
Instruction 1; use of the correct name for the Debtor Is crucial, Fill the form very carefully; mistakes may have Important legal corseguencas. If you have
questions,consult your legal counsel. The Secretary of States ofncce cannot give legal advice. Filing statutes can be found in Calitamia Uniform Commercial
Code sections 9501-9528. Completed forms along with the applicable fees can be malled to Secretary of State,UCC Section,P.O.Box 942535,Sacramento,CA
94235 91 or delivered In person(drop off)to the Sacramento office.ISM 11"Street,Sacramento,CA 95814.
Do not Insert anything In the open space in the upper portion of this form,It Is reserved for fling office use only.
Complete the UCC Financing Statement(Form UCC4)as follows:
A and B.To assist Filing offices that might wish to hommunkate with filer.Filer may provide Information In item A and Item B. These Items are optional-
C. Complete item C If filer desires an acknowledgment sent.
1. Debtoes name. Carefully review applicable statutory guidance about providing the debtors name. Enter only one Debtor name in item 1, either an
organizatian's name(1a)Qr an Individuars name(lb). If any part of the Individual Debtor's name will not At In line 1b,check the box In Item 1,leave ail of
item 1 blank, check the box In item 9 of the Financing Statement Addendum(Form UCC1Ad) and enter the Individual Debtor name In Item 10 of the
Financing Statement Addendum(Form UCCIAd).Enter Debtors correct name. Do not abbreviate words that are not already abbreviated In the Debtors
name. If a portion of the Debtors niche consists of only an initial or an abbreviation rather than a full word,enter artily the abbreviation or the Initial, 11 the
collateral is held In a trust and the Debtor name Is the name of the trust,enter trust name In the Organization's Name box In Item 1a.
1a. Organization Debtor Name."Organization Nara'means the name of on entity that Is not a natural parson. A sots proprietorship Is not an organization,even
if the Individual proprietor does business under a trade name. If Debtor Is a registered organization(e.g..corporation,Broiled partnership,limped liability
company), R Is advisable to examine Debtor's current riled public organic retards to determine Debtor's correct name. Trade name Is Insufficient. If a
corporate ending(e,g.,corporation,limited partnership,limited liability company)Is part of the Debtors name,it must be included. Do not use words that are
not part of One Debtor's name.
1b. Individual Debtor Name. "Individual Name means the name of a natural person, this Includes the name of an Individual doing business as a sole
proprietorship,whether or not operating under a trade name. The term Includes the name of a decedent where collateral Is being odministered by a personal
representative of the decedent. Thu term does not Include the name of an entity,even 9 if contains,as part of the antitys name,the name of an individual,
Prefixes(e.g„Mr.,Mrs.,Ms.)and titles(e.g..M.D.)are generally not part of an Individual name. Indications of Bneage(e g.,Jr.,Sr.,III)generally are not part
of the individual's name,but may be entered in the Suffix box. Enter Individual Debtors surname(family name)in Individuars Surname box,first personal
name In First Personal Name box,and all additional Thames In Additional Name(sylnitlal(s)box.
If a Deblars name consists of only a single word,enter that word In tndlviduars Surname box and have other boxes blank.
For both gWrilzation and Individual Debtors. Do not use Debtors trade name,DBA,AKA,FKA,division name,etc.In place of or combined with Debtors
correct name;filer may add such other names as additional Debtors if desired(but this Is neither required nor recommended).
1c. Enter a mailing address for the Debtor named In item 1 a or 1b.
2. Additional Debtors name. If an additional Debtor Is Included,complete Item 2,determined and formatted per Instruction 1. For additional Debtors,attach
either Addendum(Form UCC1Ad)or Additional Party(Four UCCIAP)and follow Instruction 1 for determining and formatting additional names.
3. Secured Party's name. Enter rams and mall ng address for Secured Party or Assignee who wig be the Soared Party of record. For additional Secured
Parties,attach either Addendum(Form UCC1Ad)orAddillanal Party(Form UCCiAP). If there has been a tut asslgnmenl of the Initial Secured PwWs right
to be Secured Party of retard before Bring this form,either(1)enter Assfgnior Secured Party's name and making address in item 3 or this farm and file an
Amendment(Form UCC3)[see item 5 of that farm];or(2)enter Assignee's name and mailing address in item 3 of this form and,if desired,also attach
Addendum(Form UCC1Ad)giving Assignor Seared Padys name and mailing address In item 11.
4. Collateral. Use Item 4 to Indicate the collateral covered by this Financing statement. If space In tom 4 Is Insufficient,continue the collateral description In
item 12 of the Addendum(Form UCC1Ad)or attach additional page(s)and Incorporate by refers"In Item 12(e.g.,See Exhibit A). Do not Include social
security numbers or other personally identifiabia Information.
Note:If this financing statement covers timber to be at,rovers as-extracted collateral,and/or is fled as a fixture King,attach Addendum(Form UCC1Ad)and
complete the required Information In Items 13,14,15,and 16.
5. If collateral Is held In a trust or being administered by a decedents personal representative,check the appropriate box In tam 5, If more than one Debtor has
an Interest In the described collateral and the chectic box does not apply to the Interest of all Debtors,the filer should consider filing a separate Financing
Statement(Form UCCI)for ouch Debtor.
Ga. If this financing statement relates to a Publfc�Flnance Transaction, Manufactured-Home Transaction, or a Debtor is a Transmitting Lltllily, check the
appropriate box In tom 8a. If a Debtor is a Transmitting Utility gX the initial financing statement is riled In connection with a PublkrFlmance Transaction or
Manufactured-Home Transaction,cheese 2Oi y that a Deblor Is a Transmitting Utility.
6b. If Oils is an Agricultural Lien(as defined In applicable slate's snactment of the Undorm Commercial Code)or It this Is not a UCC security interest Filing(e.g.,a
tax lien,Judgment lien,etc.).check the appropriate box In Ilan 6b and attach any other Items required under other taw.
7. Alternative Designation. If filer desires(at Filers option)to use the designatiahs lessee and lessor,omslgnee and consignor,seller and buyer(such as In
the case of the sale of a payment Intangible,promissory note,a=urd or chattel paper),bailee and balku,or licensee and licensor instead of Debtor end
Seared Party,check the appropriate box in item 7.
B. Optional Filer Reference Data. This item Is optional and Is for fliers use only. For filers convenience of reference,filer may enter In Rom 8 any identifying
infom milm that Bier may Find useful. Do not include social security numbers or other personally Identifiable Information.
95'
Instructions for UCC Financing Statement Addendum(Form UCCIAd)
Please type or laser-print this form. Be sure It Is completely legible. Read and follow all Instructions;use of the correct name for the Debtor Is crucial.
co Fig In form very carefully;mistakes may have Important legal nsequences. If you have questions,consult your atlomey. The filing office cannot give
legal advice.
ITEM INSTRUCTIONS
9, Name of first Debtor.Enter name of first Debtor exactly as shown In item I of Financing Statement(Form UCC1)to which this Addendum relates.
The name will not be Indexed as a separate debtor.The Debtor name In this section is intended to cross-reference this Addendum with the related
Financing Statement(Form UGC I)
It the box In Item 1 of the Financing Statement(Form UCCII)was checked because Individual Debtor name did not fit,the box In item 9 of this
Addendum should be checked.
1(1, Additional Debtor's name. if this Addendum adds an additional Debtor,complete Item 10 In accordance with Instruction 1 of Financing
Statement(Form UCCI�For additional Debtors,attach either an additional Addendum or Additional Party(Form UCCIAP)and follow instruction
1 of Financing Statement(Form UCCII)far determining and formatting additional names.
11. Additional Secured Party's name or Assignor Secured Party's name. If this Addendum adds an additional Secured Party,complete Item 11
In accordance with Instruction 3 of Financing Statement(Form UCC1). For additional Secured Parties,attach either an additional Addendum
or Additional Party(Form UCCIAP)and complete applicable Hems In accordance with Instruction 3 of Financing Statement(Form UCCII). In
the rase of a full assignment of the Secured Party's Interest before the filing of this financing statement.If filer has provided the name and mailing
address of the Assignee In Item 3 of Financing Statement(Form UCC1),filer may enter Assignor Secured Party's name and mailing address In
Item 11.
12. AddltInal Collateral llescrlptlon. If space In item 4 of Financing Statement(Form UCC1)is Insufficient or additional Information must be
provided,enter additional information In Item 12 or attach additional page(s)and Incorporate by reference In item 12(e g.,See Exhibit A), Do
not include social security numbers or other personally Identifiable Information.
13-16. heal Estate Record Information. If this Financing Statement is to be filed In the real estate records end covers timber to be cut,covers as-
extracted collateral,andfor is lied as a fixture filing,complete Items 14 of the Financing Statement(Form UCC1),check the box In Item 13.check
the appropriate box in Item 14,and complete the required Information in items 15 and 16. II the Debtor does not have an Interest of record,enter
the name and address of the record owner in item 15. Provide a sufficient description of real estate in accordance with the applicable law of the
Jurisdiction where the real estate Is located in item 16. If space In Items 15 or 16 Is Insufficient,attach additional page(s)and incorporate by
reference In items 15 or 16(a.g.,See Exhibit A),and continue the real estate record Information. Do not include social security numbers or other
personalty Identifiable information.
17. Miscellaneous. Under certain circumstances,additional informalkm not provided on the Financing Statement(Fors UCC1)may be required.
Also,some states have non-uniform requirements. Use this space or attach additional page(s)and incorporate by reference In Item 17(e g.,See
Exhibit A)to provide such additional information or to comply with such requirements;otherwise,leave blank. Do not Include social security
numbers or other personally Identifiable Information.
UCC FINANCING STATEMENT.
FOLLOW INSTRUcwNS
A.NAM A PHONE OF COWACTAT FILER(apfiz l
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C_SM ACKNOWEEDGLIENTTTO {Name and Adds!!)
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UCC FINANCING STATEMENT ADDENDUM
I:OMOW NVSTRLlCTIONS
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THE A9DYE SPACE LS FOR Flt W OFM USE ONLY
1a DEBTOR'S ww I'la.lAf 1107 Qr,oal4n+r a�.a�nanu Ominrrmme a flelltor 111m.mN IFd i1a to N ane 10 erm EI tae (Fom+UCC1)(um=m:L Ilm wm4:
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7 fa.ORG+IHQJ1710xS NAMiE
OR isn u�Nlouu'S HIINB AOOmONaI. SIlFF17t
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12.ADDITIONAL SPACE FOR 1TEM4(Catdralk
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17.IIaISCEIJ ANEgOUS!
UCC FWAWMG 5TATMENT ADDEMMU(Fans 11fx04(Rev,OV2M41)
Attachment 5 ~
CreditEconomic
Loan Amount Development Payment
1 $ 50,000.00 $ 9,000.00 $ 1,000.00
$F 40,000.00 $ 9,000.00 $ 1,000.00
2
1
3 $ 30,000.00 $ 9,000.00 $ 1,000.00
4 $ 20,000.00 $ 5,000.00 $ 5,000.00
5 $ 10,000.00 $ 5,000.00 $ 50000.00