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HomeMy WebLinkAbout2008 CON CDC Westfield Industrial Inc - Community Benefit Loan AgreementUCC FINANCING STATEMENT FOLLOW INSTRUCTIONS (front and back) CAREFULLY A. NAME & PHONE OF CONTACT AT FILER (optional( Mike Dalla, City Clerk, City of National City, (619) 336-4226 B. SEND ACKNOWLEDGMENT TO: (Namo and Address) t Mike Da11a Office of the City Clerk City of National City 1243 National City Blvd. National City, CA 91950 L 08-7166706829 07/25/2008 17:00 SOS �1 FILED �J CnLICORN2■ fi CRO T R RRYYfFSTATE TTAT E 17801111Y11R THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 1. DEBTOR'S EXACTFULL LEGAL NAME-insedoMYSm€ debtor name (iaor lb) .donotabbre tateorcornbine names 14 ORGANIZATIONS NAME Westflex Industrial Inc. OR 1 b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 'lc. MAILING ADDRESS 325 West 30th Street CITY National City Id sEEIBErRLIOTI.'N5 ADO INFO RE te. TYPE OF ORGANIZATION 1f. JURISDICTION OF ORGANIZATION ORGANI REMOVED DE 2ATION LS Corporation State of California CA 1018472 STATE POSTAL CODE CA 91950 . ORGANIZATIONAL ID R, R COUNTRY U.S. 2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b). do not abbreviate or combine names OR 2a. ORGANIZATIONS NAME 2b. NDIVIp/AL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 2c. MARLING ADDRESS CITY STATE POSTAL CODE COUNTRY Td SFF INSTRI r;.110NS AWL INFO RE Pe. TYPE OF ORGANIZATION ORGANZATION DEBTOR 21. JURISDICTION OF ORGANIZATION 2y. ORGANIZATIONAL ID R, if any nNONE 3. S EC URED PARTY'S NAME («NAMEdTOTAL ASSIGNEEof ASSIGNOR SP)-insedonlygaasecured partyrwlx (3am3b) 3a. ORGANIZATION'S NAME Community Development Commission (CDC) of the City of National C1t ON 3b. INDIVIDUAL'S LAST NAME FIRST NAME MNJOLE NAME SUFFIX 3c. MALING ADDRESS 1243 National City Blvd. CITY National City STATE CA POSTAL CODE 91950 COUNTRY U.S. 4. This FINANCING STATEMENT covers the fallowing collateral: Rubber and gasket inventory with an approximate market value of $100,000. 5. ALTERNATIVE DESIGNATION Ill applicable) '.nLESSEE/LE SSOR nCONSIGNEE/CONSIGNOR nRAILEEIBAILOR 6. nThis PNANGNG STATEMENT is to be filed (tor record] (or recorded) a the REAL I Z.Chak Ie REQUEST SEARCH Ill l ESTATE RECORDS Attach Addendum fit MD!icahk] tADDTTIONAL FEEL 5. OPTIONAL FILER REFERENCE DATA For $15,000 Community Benefit Loan Program, CDC of National City, CA. ISELLER/EIlYERJ IAG. LIENINON-UCC tr INON-UCC FILING T(s) on Debtors) fonti�al I All ` Debtors Deb1 IDDebto 2 1 International Association of Commercial Administrators (IACA) FILING OFFICE COPY— UCC FINANCING STATEMENT (FORM UCCI) (REV. 05/22/02) SECRETARY OF STATE STATE OF CALIFORNIA UCC Filing Acknowledgement 07/29/2008 CITY OF NATIONAL CITY 1243 NATIONAL CITY BLVD NATIONAL CITY CA 91950 The California Secretary of State's below reflects the data that was accuracy. Included is an image of potential error, please notify the convenience. Filing Type: Financing Statement Filing Number: 08-7166706829 Debtor(s): ORGANIZATION Filing Fee: Total Fee: Page 1 of 1 $10.00 $10.00 Office has received and filed your document. The information indexed in our system. Please review the information for the filed document to assist you in your review. If you find a UCC Section at the number listed below at your earliest File Date: 07/25/2008 File Time: 17:00 Lapse Date: 07/25/2013 WESTFLEX INDUSTRIAL INC. 325 WEST 30TH STREET NATIONAL CITY CA USA 91950 Secured Party(ies): ORGANIZATION COMMUNITY DEVELOPMENT COMMISSION (CDC) OF THE CITY OF NATIONAL CITY 1243 NATIONAL CITY BLVD. NATIONAL CITY CA USA 91950 Filing by the Secretary of State is not conclusive proof that all conditions for securing priority have been met. Ensuring that accurate information is on the document to be filed is the responsibility of the filing party. If this filing is challenged, the Secretary of State does not guarantee that the filing is legally sufficient to secure priority under UCC Article 9 and expressly disclaims any liability for failure of the filing party to secure priority resulting from the information contained in the filed document, or the lack of information on the filed document. UNIPOEM COMMERCEAI, CODE 1E00 I ITII STREET, 2ND FL ' SACRAMENIO. CA 95814 -PO 30X 941835 • SACAAMENTO, CA 34235.0001 • (416) 653-1516 - IT1-116:.411CCCONNECI_SOS CA GOV PROGRAMS AA CHIVES, .9 US PUTTS PEDGRAY.S. ELECTIONS, IIFORM TION TECHNOLOGY, CALIFCANIA STATE ESTOP, MUSTIMI.. MANAC$MENI SEA VICES, SAFE AT HOME, DOMESTIC PARTNERS REG'STAY, NOTARY ?ll5 LIC, PO1TTICAL AFFOAM SECRETARY OF STATE STATE OF CALIFORNIA Packing Slip Page 1 of 1 CITY OF NATIONAL CITY Customer Account No: 21885771 1243 NATIONAL CITY BLVD Batch No : 1782846 NATIONAL CITY CA 91950 Date : 07/29/2008 Item Name / Reference No. Status Amount Financing Statement - 2 pages 08-7166706829 Processed $10.00 or less Check 221693 Retained $10.00 Total Fees Charged : Total Payment Received : Total Debited From Customer Account : Balance Credited to Customer Account : Amount to be Refunded : $10.00 $10.00 $0.00 $0.00 $0.00 Note Unless specifically requested, overpayments are credited to your Customer Account for future use. Any balance credited to the Customer Account may be refunded upon request. urvuoaM COIVLMERCIAL COOS 1500 11TH STREET, ]rv7Z •SACRAMEN20, CA 9581a PO RCX941835 SACPAMENTO, CA9a135-0001 • 915 653 3516 .19,9-,NCCCONN£C-SS CAOOV PROGRAMS PR GENES, BUSINESS PA000 Mi, ELECPOONS,1N-0AN A701,TFGHNGLOGY, CALLOANIAS-ATE HISTORY MI11E1M, MANAGEMENT' SERVICES, SAFE AT HOME, DOMES -IC PARTIERS REGISTRY, NOTARY F.➢3LIC, POLTfICAL REFORM. City of National City Office of the City Clerk 1243 National City Boulevard, National City, CA 91950-4397 Michael R. Dalla, CMC - City Clerk (619) 336-4228 Fax: (619) 336-4229 July 22, 2008 California Secretary of State UCC Filings 1500 11th Street Sacramento, CA 95814 To Whom It May Concern: We are submitting the attached UCC Financing Statement for recording. A check in the amount of $10 is also enclosed for the filing fee. Please contact our office should you have any questions or need additional information. Michael R. Dalla, CMC City Clerk Enclosures Recycled Paper CITY OF NATIONAL CITY ACCOUNTS PAYABLE CHECK NO. 221693 f;AtiTABErz �>«=' , `° ?::'�;d.�:50�#IF'F{F7N:". �. :i, . -,r:✓a« .:;A.SCDt3M['Fi �aa%dti:Y.� .. .......' 06/25/08 06/25/2008 RECORDING FEE - CITY CLERK 0.00 10.00 PLEASE DETACH BEFORE DEPOSITING The Treasurer of the City of National City California PAY Ten Dollars and No Cents TO THE ORDER OF SECRETARY OF STATE CA BANK OF AMERICA NATIONAL CITY, CA 16-66 1220 03206 07/08/2008 221693 10.00 VOID AFTER 90 DAYS ii'O2216930 1:122000661': 14595»225320 Mayor A. Assistant City Manager UCC FINANCING STATEMENT FOLLOW INSTRUCTIONS (front and back) CAREFULLY A. NAME & PHONE OF CONTACT AT FILER [optional] Mike Dalla, City Clerk, City of National City, (619) 336-4226 B. SEND ACKNOWLEDGMENT TO: (Name and Address) DA Mike Dalla Office of the City Clerk City of National City 1243 National City Blvd. National City, CA 91950 L THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 1. DEBTOR'S EXACT FULL LEGAL NAME- insert onlygnedebtor name (la or b) -do not abbreviate or combine names OR la. ORGANIZATION'S NAME Westflex Industrial Inc. tb. INDIVIDUALSLASTNAME FIRST NAME MIDDLE NAME SUFFIX lo. MAILING ADDRESS 325 West 30th Street CITY National City STATE CA POSTAL CODE 91950 COUNTRY U.S. td SEE INSTRUCTIONS ADD'L INFO RE I le. TYPE OF ORGANIZATION DDEBTOR A1ON I S Corporation I f. JURISDICTION OF ORGANIZATION 1 State of California I . ORGANIZATIONAL ID#, if any CA 1018472 rjNONE REMOVED 2. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) - do not abbreviate or combine names OR 2a. ORGANIZATION'S NAME 2b_ INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 2c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY 2d. SEE INSTRUCTIONS ADD'L INFO RE 12e. TYPE OF ORGANIZATION ORGANIZATION DEBTOR 2f. JURISDICTION OF ORGANIZATION 2g. ORGANIZATIONAL ID #, If any NONE 3. SECURED PARTYS NAME (or NAME ofTOTAL ASSIGNEE of ASSIGNOR S/P)- insert only one secured party name (3aor3b) 3a. ORGANIZATION'S NAME OR Community Development Commission (CDC) of the City of National City 3b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 3c. MAILING ADDRESS - 1243 National City Blvd. CITY National City STATE CA POSTAL CODE 91950 COUNTRY U.S. 4. This FINANCING STATEMENT covers the following collateral: Rubber and gasket inventory with an approximate market value of $100,000. 5. ALTERNATIVE DESIGNATION [ifapplicable] nLESSEE/LESSOR CONSIGNEE/CONSIGNOR ['BAILEE/BAILOR nSELLERIBUYER 7AG. LIEN INON-UCC FILING E. I I This FINANCING STATEMENT is to be filed [for record] (or recorded) in t e REAL 17. Check to REQUEST SEARCH REPORT(S) on Debtor(s) r LI ESTATE RECORDS Attach Addendum fir applicable? (ADDITIONAL FEET • loptionap I All Debtors Debtor 1 n Debtor 2 S. OPTIONAL FILER REFERENCE DATA For $15,000 Community Benefit Loan Program, CDC of National City, CA. FILING OFFICE COPY — UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02) International Association of Commercial Administrators (IACA) COMMUNITY BENEFIT LOAN AGREEMENT THIS COMMUNITY BENEFI1 LOAN AGREEMENT [AGREEMENT], is made between The Community Development Commission (CDC) [OWNER] of the City Of National City, a Redevelopment Agency, and Wesflex Industrial Inc., [BUSINESS OWNER], located at 325 West 30th Street, National City, CA, 91950, on June 2, 2008, to participate in the Community Benefit Loan Program. RECITALS 1. The CDC desires to stimulate private investment in the City's Commercial Districts. 2. The CDC believes that investment on improvements visible to customers, neighboring merchants, and residents will beautify the commercial corridors and increase the volume of business by making the districts and individual businesses more attractive. 3. The CDC has adopted and established a Community Benefit Loan Program to assist property and BUSINESS OWNERs to improve their properties located in a designated area of the City of National City. 4. The designated area of the City of National City is the Redevelopment Project Area. 5. The CDC and the City of National City have determined that the project subject to this AGREEMENT, per Labor Code section 1771.5, is exempt from State prevailing wage requirements, so long as the alteration project is $15,000 or less, because the CDC has elected to initiate and enforce a labor compliance program. 6. The CDC has determined that the business subject to this AGREEMENT is located in the Redevelopment Project Area, has completed the SDSU Technical Assistance Program and is eligible to participate in the Program. 7. As a condition of receiving the funds, BUSINESS OWNER(s) shall execute, among other things, this AGREEMENT, a promissory note, and a security agreement, which security agreement shall be recorded against the Business Property. These instruments are intended to secure CDC'S continuing interest in the condition of the Business, as well as the secure performance of other covenants contained in these AGREEMENTs. NOW, THEREFORE, in consideration of the recitals and the mutual obligations of the parties as herein expressed, the CDC and the BUSINESS OWNER(s) agree as follows: AGREEMENT I. DEFINITIONS The following terms shall have the following meanings whenever used in this AGREEMENT, except where the context clearly indicates otherwise. Any ambiguity as to the intended meaning or scope of the terms set forth below will be resolved solely by the CDC through its designated representative. 1 1. Completion Date is defined as the date that the contractor has finished the business improvements per the AGREEMENT and Scope of Work and to the satisfaction of the CDC, as evidenced by final inspection and sign off by CDC staff. 2. Facade is defined as the exterior of a commercial building visible from the public street, and excludes all else, unless otherwise determined by the CDC. 3. Parcel is defined as the unit of real property as identified within the County Recorder's documents. 4. Program Manager is defined as the CDC's designated representative for the Community Benefit Loan Program. 5. Project is defined as the total business improvements made to the business/ property outlined in the Scope of Work, attached as Exhibit "B" and approved by the Program Manager. 6. Total Cost Expenditure is defined as the total actual costs incurred by and paid for completing the project. 7. Contractor is defined as a contractor selected through the bidding process to complete the business improvements per this AGREEMENT. 8. Participant is defined as the Property and/or BUSINESS OWNER of the property to which the business improvements are made. 9. Property Owner(s) is defined as the person(s) on Title at the San Diego County Recorders Office and identified on the Certificate of Ownership (Exhibit "A"). 10. BUSINESS OWNER(s) is defined as the person(s) on Title on the business's articles of incorporation. 11. Owner is defined as the Community Development Commission (CDC). 12. CDC is defined as the Community Development Commission of National City , a municipal corporation, and its authorized representatives, officers, officials, directors, employees and agents. 13. AGREEMENT is defined as this AGREEMENT entered into between the CDC and BUSINESS OWNER(s). 14. Note (the NOTE) is defined as the certain promissory note in the total principal amount of Fifteen Thousand Dollars ($15,000) to be executed by BUSINESS OWNER(s) in favor of the CDC, evidencing all or any part of the funds, which is secured by the security agreement as well as any amendments thereto, modifications thereof or restatements thereof. The terms of the NOTE are hereby incorporated into this AGREEMENT by this reference, attached as Exhibit "F". 2 15. Business Property is defined as the pledged collateral by the BUSINESS OWNER(s) to the CDC as security for debt repayment. 16. Security Agreement is the agreement for security for the assistance by BUSINESS OWNER(s), as well as any amendments to, modifications of, and restatements of said Security Agreement. The terms of the Security Agreement are hereby incorporated into this AGREEMENT by this reference, attached as Exhibit "G". II. CERTIFICATION OF OWNERSHIP 1. The Property Owner(s) of the said property agrees to the improvements to the property pursuant to this AGREEMENT and has signed the Certificate of Ownership, attached as Exhibit "A" and incorporated by this reference. III. PROPERTY/ BUSINESS OWNER(S) RESPONSIBILITIES 1. The Property Owner shall sign the CBL Program Application and submit to the Program Manager by June 2, 2008. 2. The BUSINESS OWNER(s) shall meet with the Program Manager to discuss the business improvement work to be completed, per this AGREEMENT by .Tune 2, 2008. 3. The BUSINESS OWNER(s) shall sign this AGREEMENT and agrees to the Scope of Work attached as Exhibit "B" and by this reference made part of this AGREEMENT. The Scope of Work outlines the Community Benefit Loan Project and itemizes approved costs based on the lowest bids, attached as Exhibit «C». 4. The BUSINESS OWNER(s) shall be responsible for hiring the contractor from the bid process to complete the improvement work. 5. BUSINESS OWNER(s) agrees to maintain the improvements made pursuant to this AGREEMENT in good condition, and to repair or replace any damage that occurs to the improvements, for a period of five (5) years following the completion date of the improvements. 6. BUSINESS OWNER(s) shall maintain an inviting, clean, and attractive business environment, satisfactory to and in the sole determination of the CDC. 7. BUSINESS OWNER(s) shall report annual statistics on property/ business investment, sales tax, and job creation to the CDC of National City. See attached Exhibit "D" for a report on 2006-2007 Data. 8. BUSINESS OWNER(s) shall, whenever possible, hire local contractors to perform business improvement work and hire local employees. 3 9. The BUSINESS OWNER(s) shall keep in full force and effect, during any and all work performed pursuant to this AGREEMENT, Comprehensive General Liability insurance in the amount not less than $1,000,000. BUSINESS OWNER(s) shall provide proof of insurance and is hereby attached as Exhibit «E». IV. CDC'S RESPONSIBILITIES 1. The CDC Program Manager shall meet with the BUSINESS OWNER(s) to discuss scope of work for the business improvements. 2. The CDC shall reimburse the BUSINESS OWNER for improvement work undertaken pursuant to this AGREEMENT, pursuant a reimbursement process. a. Loan funds will be distributed on a reimbursement basis for qualifying and eligible expenses per this AGREEMENT. BUSINESS OWNER(S) must submit all required reimbursement forms, supplemental and supportive materials to the satisfaction of the CDC. b. CDC Staff will review the receipts submitted, and other supporting documents and conduct a walk through of the BUSINESS to make sure that all work was completed in accordance with the Scope of Work in Exhibit "B" c. If all obligations under this AGREEMENT have been met, CDC shall issue full reimbursement payment within forty-five days of final review and approval of the reimbursement request. V. LOAN TO BUSINESS OWNER(S) 1. The CDC agrees to Loan the BUSINESS OWNER fifteen thousand dollars ($15,000) for the purpose of improving the business at 325 West 30th Street, National City, CA, 91950, consistent with the terms of this AGREEMENT. The Loan is secured by a NOTE and Security Agreement, and is subject to repayment to the CDC if the BUSINESS is sold, leased, conveyed, refinanced, vacated, transferred, assigned, alienated, or hypothecated within five (5) years from the Completion Date of the improvements. 2. The NOTE is attached hereto as Exhibit "F" and incorporated herein by reference. 3. The Note shall be secured by a Security Agreement, which is attached as Exhibit "G" and incorporated herein by reference, and recorded against the pledged BUSINESS PROPERTY. VI. CONDITIONS OF LOAN / T .1FN 1. BUSINESS OWNER(S) AND CDC agree that if the improvements detailed in the 4 Scope of Work, attached as Exhibit "B", on the BUSINESS commonly known as WESTFLEX INDUSTRIAL located at 325 West 301h Street, National City, CA, 91950, are maintained for at least five (5) years from the Completion Date of the improvements, the Loan will be forgiven and BUSINESS OWNER(S) shall not be required to repay the loan to the CDC. However, should the BUSINESS be sold, hypothecated, vacated, leased, transferred, assigned, or alienated on or before five (5) years from the Completion Date of the improvements, this Loan shall be repayable in full by the BUSINESS OWNER(S) to CDC, upon demand, with interest at the option of the CDC. 2. Interest shall be calculated at 8.5 % per annum simple interest retroactive to the date of the Loan. Unless BUSINESS OWNER(S) has complied with the terms of the AGREEMENT, the Loan identified shall constitute a lien upon the Business in the amount of the loan plus interest computed. 3. BUSINESS OWNER(S) has pledged rubber and gasket inventory with an approximate market value of $100,000 as loan collateral, attached as Exhibit «D» VII. DEFAULT 1. A failure to use the funds received for work agreed upon in this AGREEMENT, or any violation of any of the terms of this AGREEMENT, shall constitute a breach of the AGREEMENT. CDC staff shall send a letter to the borrower in the case of default on the loan account or a breach of contract and shall require the deficiency, default, or breach be cured within 30 days. If the breach, default, or deficiency is not cured in this time frame, then the City Attorney's Office may, at its discretion, initiate formal legal proceedings. The borrower will be subject to all remedies available by law. VIII. DELINQUENCY 1. In the event of delinquencies, the loan provider shall commence collection of the delinquent account using CDC staff and/or City Attorney staff as deemed appropriate. IX. RECORDATION OF AGREEMENT 1. The BUSINESS OWNER(S) and the CDC agree that this AGREEMENT shall be recorded in the Office of the County Recorder and shall constitute constructive notice to the public that upon sale, hypothecation, assignment, lease, transfer or alienation of the BUSINESS within five (5) years from the Completion Date of the Improvements, the Loan shall be repayable with interest. After five (5) years from the Completion Date of the improvements, the Loan shall have no further force and effect upon the BUSINESS OWNER(s) and the CDC shall execute and record a full reconveyance of the Loan any and all documents necessary to clear title to the BUSINESS OWNER(S) upon the request of the BUSINESS OWNER(S). 5 X. TIME OF PERFORMANCE The contractor/ BUSINESS OWNER(s) shall complete the business improvements within 2 MONTHS of the date of this AGREEMENT. The contractor shall submit final bills and receipts to the Economic Development Division no later than 15 days after the Completion Date. XI. PROJECT FUNDING The CDC has determined that this Project qualifies for Redevelopment Funds. The CDC agrees to pay the Total Cost Expenditure not to exceed $15,000. XII. NO AGENCY CREATED Any Contractor, person, or otherwise hired by the BUSINESS OWNER(s) to complete business improvements are not agents of the CDC, nor is there any contractual relationship established between Contractor, person, or otherwise and the CDC. Any provisions of this AGREEMENT that may appear to give the CDC any right to direct the BUSINESS OWNER(s) concerning the details of the obligations under this AGREEMENT, or to exercise any control over such obligations, shall mean only that the BUSINESS OWNER(s) shall follow the direction of the CDC concerning the end results of the obligations, consistent with the scope of work. XIII. OWNERSHIP OF DOCUMENTS Once the BUSINESS OWNER(s) has received the Final Payment for the business improvements, all documents, including but not limited to, designs, plans, bids, bills, and receipts, prepared or acquired by the BUSINESS OWNER(s) pursuant to this AGREEMENT (including any duplicate copies) shall be the property of the CDC. The CDC's ownership entitlement arises upon payment or any partial payment of the project. The CDC's ownership of these documents includes use of, reproduction or reuse of, and all incidental rights. XIV. HOLD HARMLESS The BUSINESS OWNER(s) agrees to defend, indemnify, protect, and hold the CDC and its agents, officers, and employees harmless from and against any and all claims asserted or liability established for damages or injuries to any person or property. This indemnification and hold harmless agreement includes claims made by the BUSINESS OWNER's employees, agents, or officers, or judgments arising directly or indirectly out of obligations or services under this AGREEMENT. Claims that arise from, are connected with, or are caused or claimed to be caused by the acts or omissions of the BUSINESS OWNER(s), and its agents, officers, or employees are covered. Also covered are the claims or liabilities arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the CDC, its agents, officers, or employees which may be in combination with the negligence of the BUSINESS OWNER(s), its employees, agents or officers, or any third party. The BUSINESS OWNER's duty to defend, indemnify, 6 protect and hold harmless shall not include any claims or liabilities arising from the established sole negligence or sole willful misconduct of the CDC, its agents, officers or employees. XV. DUTY TO DEFEND The BUSINESS OWNER(s) further agree that the hold harmless agreement in Section XI, and the duty to defend the CDC, require the BUSINESS OWNER(s) to pay any costs the CDC incurs that are associated with enforcing the hold harmless provisions, and defending any claims arising from obligations or services under this AGREEMENT. If the CDC chooses at its own election to conduct its own defense, participate in its own defense, or obtain independent legal counsel in defense of any claim related to obligations or services under this AGREEMENT, the BUSINESS OWNER(s) agrees to pay the reasonable value of attorneys' fees and all of the CDC's costs. XVI. COMPLIANCE WITH APPLICABLE LAWS The BUSINESS OWNER(s) agrees to comply fully with all applicable Federal, State, and local laws, ordinances, codes, regulations, permits, and design guidelines. The CDC will not issue any payment to the BUSINESS OWNER(s) if the subject property is in violation of any law, ordinance, code, regulation, permit, or design guideline. The BUSINESS OWNER(s) assumes responsibility for any costs arising from repairs or alterations caused by any violation of any law, ordinance, code, regulation, permit, or design guideline. XVII. WAGE RATES Tax increment funds are used for the CBL Program. Whenever federal and/or local funds are used, either in whole or in part, federal Davis -Bacon and/or state prevailing wages must be paid for all onsite labor relating to the project. Any improvements made to the business or property in addition to the CBL project must be completed prior to starting, or at the completion of the CBL project and is at the expense of the business/property owner. If the work is done simultaneously, then prevailing wage must be paid on the entire project, including interior renovations. For more information, log onto: www.wdol.gov (Davis Bacon website) and/or www.dir.ca.gov/DLSR/statistics research.html (California Department of Industrial Relations, Division of Labor and Statistics, information on prevailing wage). Alteration projects under $15,000 are excluded from the prevailing wage requirement under the City of National City's labor compliance program. Labor Code section 1771.5 allows the City of National City to exclude prevailing wage requirements for alteration projects of $15,000 or less. XVIII. NON -ASSIGNMENT The BUSINESS OWNER shall not assign the obligations under this AGREEMENT, nor any monies due or to become due, without the CDC's prior written approval. Any assignment in violation of this paragraph is grounds for immediate termination of this 7 AGREEMENT, at the sole discretion of the CDC. In no event shall any putative assignment create a contractual relationship between the CDC and any putative assignee. XIX. NO WAIVER Any failure by the CDC to insist upon the strict performance by the other of any covenant, term, or condition of this AGREEMENT, or any failure to exercise any right or remedy consequent upon a breach of any covenant, term, or condition of this AGREEMENT, shall not constitute a waiver of any breach or of such covenant, term or condition. No waiver of any breach shall affect or alter this AGREEMENT, and each and every covenant, condition, and term hereof shall continue in full force and effect to any existing or subsequent breach. XX. ORAL REPRESENTATIONS This AGREEMENT and the exhibits and references incorporated into this AGREEMENT fully express all understandings of the parties concerning the matters covered in this AGREEMENT. No change, alteration, or modification of the terms of this AGREEMENT, and no verbal understanding of the parties, their officers, agents, or employees shall be valid unless made in the form of a written change agreed to in writing by both parties or an amendment to this AGREEMENT agreed to by both Parties in writing. All prior negotiations and AGREEMENTs are merged into this AGREEMENT. XXI. CHANGES OR AMENDMENTS TO AGREEMENT All amendments to this AGREEMENT shall be in writing signed by the BUSINESS OWNER(s), Property Owner, and the CDC. This AGREEMENT is executed by The Community Development Commission (CDC) of the City of National City acting by and through its Commissioners, and by the BUSINESS OWNER(s). Dated this ` day ofy ►' t 2008. Dated this 2 . day of Tut*. e. , 2008. COMMUNITY DEVELOPMENT CON eWdri° 3r.:��'�ecufive Director USTRIAL, INC.: Dixon LeGros, President 8 By Paula LeGros, Vice President I APPROVE the form and legality f this AGREEMENT this 64. day of , 2008. GEO By Clau G EIS Cit, torney Silva, Seniiii istant City Attorney EXHIBITS: A —Certificate of Ownership B - Scope of Work C — Project Bids D — Report to CDC E- Business Insurance F — Promissory Note G — Security Agreement State of California ) County of Mtn D('-e610 ) / p p On 6 (22(6 before me, � ��, No+4t ►)u-'l! personally appeared l�i' X atilt 1,e6ztS who proved me on t' basis of satis ctory evidence to be the person(s) whose name(s)ya'/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of •tary ;ublic 9 COMMUNITY DEVELOPMENT COMMISSION of the CITY OF NATIONAL CITY COMMUNITY BENEFIT LOAN PROGRAM CERTIFICATION OF OWNERSHIP/ CONSENT TO IMPROVEMENTS I/We V " `oose- e G g 4P-% e - s ("Property Owner") hereby certify that (list all owners) i x ek t G. 1„. is/are the Owner(s) of record of certain conpnercial real property commonly known as 315.- CO. 30 t Ssfire v.. — (address), National City, California, 91950. As Property Owner(s), we further certify that to the best of our knowledge, there are no current code enforcement actions pending against the real property described above. As Property Owner(s),we co ent t the improvements to the business property located at far CJ , 36 (Address), National City, CA, 91950. I/We declare under penalty of perjury pursuant to the laws of the State of California that the foregoing is true and correct. Exe -d thi day of J )k , 2008, in National City, California. (j By !_ _ 065eLeS i f (Signature TThD;XdL. Le Oros (Print Name) EXHIBIT "A" EXHIBIT B Scope of Work Project: Community Benefit Loan Program Business Improvements Business Owner(s): Dixon LeGros Business Name: Westflex Industrial/ Western Hose and Gasket Business Location: 325 West 30th Street, National City, CA, 91950 Business Improvement Bid Amount Contractor 1. Exterior Signage $6853.68 Fastsigns, National City 2. New Business Website $4200 Bonomi Design Studios 3. New Product line cards and brochures Up to $3,946.32 Bonomi Design and Production City Printing TOTAL $15,000 Exhibit "B" re t Iex Industrial March 15, 2008 Jacqueline Reynoso Community Development Coordinator City of National City Dear Ms. Reynoso; I want to begin by saying thank you for your approval of our loan request. This money will be used to implement the SDSU recommended improvements and will benefit our business by increasing sales which in turn will increase National City's tax revenues. I also want to say that it was a true pleasure for all of us to work with the students on this project. We all learned a lot and it was a joy to experience the enthusiasm they brought to our workplace. Attached are several slides from the PowerPoint presentation done by the students. The slides were chosen as most representative of their conclusions and recommendations. These can be summarized as follows. Westflex Industrial needs to update its image, website and marketing materials. All of these are out-of-date, do not reflect the quality aspects of the company, and do not drive business to our door. They arrived at these conclusions by carrying out their initial recommendation which was to do a customer survey. The survey was completed in house and it is from this data that the subsequent and unfunded recommendations followed. The complete survey results are on file and available to you should you wish to see them. We began by hiring a graphic artist. With their assistance, we undertook a logo & image design change. The new logo, letterhead and business cards have been completed. To complete the job, we have several specific needs for which we would use the grant. In order of priority, they are: ■ Signage on the exterior of our newly remodeled building - $6853.68 (Fastsigns, National City) ■ A new website - $4200 (Bonomi Design Studios) ■ New product line cards & brochures - $8660 (Bonomi Design & Production City Printing) Thank you again for your consideration in this matter. Please let me know if there is anything else you require; we will happily oblige. A.� Dixon LeGros, President WELCOME SDSU Small Business Consulting Westflex Industrial Presentation Westfiex industrial the ftSexhIrie solutions company SAN DIEGO STATE UNIVERSITY What's the problem? Client satisfaction and communication . "Where do we stand with our clients?" . "How do we improve communication between us and our clients?" . "How do our current clients find new products?" Objective 1: The Survey Conduct a survey to find: o Unsatisfied needs and wants o Best method of communication o How clients find new products What's the problem? Sub -Par Materials Sent to Potential and Existing Clients • Currently using an outdated and simple line card °Does not project Westflex as the quality company they are • Competitors are sending detailed and visually stunning materials Objective 2: The Capabilities Package Create a quality, up-to-date capabilities package to send to potential and current clients o Benchmark various designs and come up with a design that is the most feasible for Westflex o Refresh and update the informational outline in the package including the products and services offered by Westflex ▪ Analyze the potential costs of such an endeavor Recommendations Create a high quality and flexible capabilities package Create a package that is relatively simple, but high quality • Should outline Westflex's capabilities • Should be graphically redesigned, with detailed drawings or pictures of the plant, equipment, and products What's the problem? Westflex's website not used to full capacity "Is the current website driving new clients to Westflex?" . The Internet has become a wasted marketing resource . No significant traffic driven to the Westflex site Objective 3: The Website Bring the current website up to par with the industry standard through re -design Improve traffic to the site: • Study tools for improving relevance of keyword searches on Search Engines Benchmark competitor's websites: • Design and content Grant Recommendations National City grant used to directly impact and substantially increase revenues for Westflex • Well established company; not a risky investment for National City Increased revenues more jobs and increased revenue for National City Grant Recommendations Money requirements: Update information and re -design website and capabilities package, including: Updated supplier lists, graphics, design, information, structure, photography, value - adding resources, search engine optimization, on -going charges, and production Range: $11,000 (low end) - $16,000 (high end) FASTSIGNS ,oRrartr, Lstimate Fastsigns 1240 E. Plaza Blvd. Suite 602 National City, CA 919b0 ph (619)474-1111 lax (619)474-1112 email. 237(afastsiqns com Estimate: Printed Page 1 of 3 NC 237- 12930 2;1R/200f-I 1 2(3 25AM Description: Sign Package for Western HOSE: and Gasket - all non -illuminated Prepared For: Dixon LeGros ph: (619) 474-7400 Company: Western Hose and Gsket tax: (619) 474-7444 email: dixoraweStfleX.corn Dear Dixon; Thank you for considering r ASTSIGNS tor your sign need. Alt estirnotes that conveit to an invoice will require 5TB4; down and will be non reftincJable and most layouts will be done the next business day Delivery is not included or can be for a small nominal flits This Is an estimate and changing the scope of work or materials will affect the price. Thies veesions of your sign(s) should he included with your estimate If you exceed three sign proofs for this job there will be a charge of $35 00 per proof thereafter. PERMIT WAIVER, 1101 D. HARMLESS AGREEMENT BETWEEN FASTSIGNS AND CLIENT NAMED BEI OW, THE UNDERSIGNED INDIVIDUAL AGREES TO ASSUME ALL RESpoNSIILlrtLS PERTAINING TO LOCAL, CITY, ST Al E AND/OR FEDERAL PERMI r.$ FOR SiGNAGE, ELECTRICAL WORK, AND/OR CONSTRUCTION REQUIRED TO ERECT OR INSTALL SIGNS AT THE ADDRESS STATED BELOW. FURTHERMORE. I HE UNDERSIGNED INDIVIDUAL AC;RESS TO INDEMNIFY EASTSIGNS FROM ANY RECOURSE OR CONSEQUENCES RESULTING FROM THE APPLICATION FOR, OR FROM THE DECISION NOT TO APPLY FOR, ANY AND ALL PERMI I-8 FOR THE nFLOw ADDRESS. If you have any questions, please don't hesitate to call us at 619 47 111 Sinixtrely, Lh/T101 iayor Owriei Product Font Qty Sides Height Width Unit Cost Item Total 1 Luslreboard .50 (1/2") Color: White V••••••••.........••••••••••••••••••••••• 1 1 28 183 $837 20 $817 20 Description: Lustreboard .50 (1/2") with cut or printed vinyl applied. Text: For the canopy overhang - Western Hose and Gasket A Westnex inc. company Lustreboard 50 (1/2") Color: White DeacrIption: Lustreboard 50 (1/2") with out or printed vinyl applied. Text: For the canopy overhang - Customer service 3 Lustreboard .50 (1/2") Color: White 1 1 22 48 $107 96 $167.96 1 1 48 58 $442.78 Description: Lustreboard .50 (1/2") with cut or printed vinyi applied. Text: For he east elevation back wall - Western Hose ,tind Gasket A Wesillex inc. company Shop Managemem Software. 1S,2002 13:07 6194711112 $ • 2.'78 EXHIBIT "C" FASTSIGNS ' Product Estimate FaStSigrlS 1240 E. Plaza Blvd, Suite 602 Nal4enal City, CA 91950 ph (619)474-1111 fax (619) 474-1112 email: 2370tastsigns.com Estimate: Page 2 of 3 NC 237- 12930 Printed 2/18/2008 11 28 25A11,1 Font Qty Sides Height Width Unit Cost Item Total 4 Lustreboard .59 (1/2") Color: White 1 1 48 58 $442 78 $442.78 Description: Lustre.board (1/2") with cut or printed vinyl applied. Text: For the south elevation 30th st wall - Western Hose and Gasket A westflex Inc company 5 PVC 6mm Color: White 35 1 19 25 19 25 S48 $1,714 30 Description: PVC 1 inch deep with painted finish match ail colors specified Letters will he 19.25" tall, 10 inches tall, and 4" tall Text: For the southwest elevation 30th st and Harding st, wall - Westnex Industrial 325 West 30th Street Dimensional Letters 6 Aluminum 063 1 1 6 36 $151.6 $151 67 Color: White Description: Aluminum .063 with cut or printed vinyl applied Text: For shipping and receiving - Western Hose and Casket A westIle.x Inc company shipping and receiving 7 Aluminum 063 Color: White Description: Aluminum .063 with cut or printed vinyl applied Text: Entrance and parking 1 48 48 $246.80 $246.80 3 Aluminum .063 Color: White Description: Aluminum .063 with cut us printed vinyl applied Text: For the fence- Western Hose and Gasket A westnex inc, company PARKING 9 Aluminum 063 Color: White Description: Aluminum 063 with cut or printed vinyl applied. Text: Western Elevation inside the paknng tot Customer Pickup 1 36 36 .67 $151 67 10 InsLall 11 0 0 $1.200 00 Color: Description: vanous methods - VHf3 and adhesive, thrilled holes stud mount and adhesive, bracket S screws Text: install all of the signage. ..•••••••••• 36 36 $151.67 $151 67 11 Color: Description: boom lift mttLil Text: 1,ER 18,2008 15:07 Shop Management $oftware. $4.200.00 $4 0. 0 $420.00 6194741112 P,,ga FASTSIGNS Ary<1 Product Lstimate raStsignS 1240 E. Plaza Blvd, Suite 602 National City, CA 91950 ph. (61.9)474 1111 fax (619)474-1112 email 237(Wastsigns.com Font Estimate. Page 3 Of 3 NC 237 12930 Printed 2/18/2008 11 28 25AM Qty Sides Height Width Unit Cost Item Total 12 Install Color: Descriptionparmit services for City of Natinoal City Text: Notes: - - C'ompany: Weill Hose and Gasket. 325 West 30th St National City, CA 91950 1 1 0 0 $550.00 Shop Management Software. 200S 619471-1112 $550 00 Line Item rotal TUX Exempt Amt: Subtotal. Taxes. Total: Deposit Required $6,476,83 $2,170.00 $6.476 83 $3,426.84 ReceivediAccepted By: BONOMI; :DESIGN: GRAPHICS l , :STUDIO: PHONE 619.303.6845 FAX 619.303.8322 PO BOX 3287 LA MESA CALIFORNIA 91941 JANUARY 10, 2 0 0 8 Estimate/Proposal for Dixon LeGros Western Hose & Gasket Company Website design, development, and completion. Home page and 13 sub -pages. (This is an approximate at the time of this writing.) A. Preliminary design concepts and format artwork for web pages. (Home Page and sub -pages.) Home Page artwork to show "active" animation. Artwork to match existing "look" of WH&G Company image. B. Photographs - already taken by Joanna or new photos to be taken or photos located as stock photos. C. Text supplied by client. D. Overall website mapping diagram and Individual page development. Page template/format concepts. E. Preparation of digital artwork to be used to create web -ready pages. F. Includes Sitemap organization, Navigation specifics/design, Developed artwork concepts. The Next Phase Building of a working prototype home page and a sub page to formulate the concept and a navigation system. Upon approval, producing the entire, functioning web site based on the design concept and working prototype, with placeholder content for 14 pages: 1.1 Create HTML version of Joanna's prototype 1.2 Test functionality 1.3 Create graphic templates 1.4 Fine-tune CSS styles & templates Finalize the design: 1.5 Optimize photos 1.6 Populate pages with images and text 1.7 Add the metatag data for search engines. BONOIVII :DESIGN GRAPHICS :STUDIO PHONE 619.303.6845 FAX 619.303.8322 PO BOX 3287 LA MESA CALIFORNIA 91941 JANUARY 10, 2 0 0 8 PAGE TWO OF THREE CONTINUED Estimate/Proposal for Dixon LeGros Western Hose & Gasket Company Website design, development, and completion. Flash animation will be created at this stage, under a separate contract, if needed at $70/hr and must be planned in detail and depending upon the complexity - not yet designed. 3 rounds of revisions are included per page. Any additional pages from an existing template are $150 each. We will use your existing domain name on a server belonging to the internet provider of your choice. Once we complete the final quality -assurance review We will assist with domain name transfers, coordinate email services, and activate live hosting: • Integrate backend, (activate forms, etc.) • Quality assurance testing • Bug fixing • Final check • Register with search engines • Launch site • Maintenance and technical support are provided at no extra charge for 30 days. Additional changes can be provided indefinitely as needed on an hourly basis. We use Adobe Photoshop, Fireworks, Illustrator, Dreamweaver and Flash to create design concepts and final, web -optimized graphics. PDFs are used for preliminary proofing. The artwork is developed on Macintosh systems. The end result will be an efficient, standards -compliant web site that adheres to guidelines developed by the World Wide Web Consortium. Presentation styling is governed by separate cascading style sheets (CSS). Dynamic content and site functionality is achieved through PHP server -side scripting and client -side JavaScript. Browsers we use to proof the live site are: Windows: Macintosh Linux Firefox 1.5 Firefox 2.0 Konqueror 3.5 Firefox 2.0 Safari 1.3 Firefox 1.5 MSIE 5.5 Safari 2.0 Firefox 2.0 MSIE 6.0 Safari 3.0 Mozilla 1.7 MSIE 7.0 Navigator 9.0 Onera 9.25 BONO.1ViI; :DESIGN: GRAPHICS; .STUDIO: PHONE 619.303.6845 FAX 619.303.8322 PO BOX 3287 LA MESA CALIFORNIA 91941 JANUARY 10, 2 0 0 8 PAGE THREE OF THREE CONTINUED Estimate/Proposal for Dixon LeGros Western Hose & Gasket Company Website design, development, and completion. Home page and 13 sub -pages. All items detailed in this 3 page estimate/proposal. 50% deposit to begin the project. Final 50% at "launch" time. We welcome the opportunity to work with you on your custom Western Hose & Gasket Website! Signature Name (printed) Date BONO.1'VS.I ,DESIGN; GRAPHICS ;STUDIO; PHONE 61 9.303.6845 FAX 6 1 9.303.8322 PO BOX 3287 LA MESA CALIFORNIA 91941 Client Company Name Address Phone January 4, 2007 Dixon LeGros Westflex Industrial 325 West 30th St., National City, CA 91950 619.474.7400 ext.110 dixon@westflex.com Project Description 619.474.7444 Westflex Industrial Presentation Folder/Brochure and Insert Pages. Offset Printing Cost for the following: These prices include estimated film production costs. Folders - Option #1 Duplex stock/textured/two tone, two pockets glued, business card slits. 2 PMS color ink printed one side. Quantity - 500 1000 1500 $1982.00 2519.00 3021.00 Option #2 C2S Kromekote two pockets glued, business card slits. 4 color process/full color on two sides. Quantity - 500 $2648.00 1500 3558.00 Brochure page stitched inside folder, 4 color process/full color on two sides. Quantity - 500 1000 1500 $1481.00 1850.00 Four Insert pages that fit into pockets, pages are staggered sizes, printed in 2 PMS colors on one side. Quantity - 500 1000 1500 $695.00 r 1123.00 Add Sales Tax to all of above BONOMI DESIGN GRAPHICS STUDIO PHONE 61 9.303.6845 FAX 61 9.303.8322 PO BOX 3287 LA M ESA CALJFORNIA 91941 l�tsc J MuC Et 0 ;Tit + S c.,_o12tr— Go( Ct i rz , TICE— 03E-6S1TE r,,sT7 Au COST" %2441 f Pi lS -r(S atoxext arts'/ ilikt6C-?L E S l M A T E Client Date Dixon LeGros December 6, 2006 Company Name Address Westflex Industrial 325 West 30th St., National City, CA 91950 Phone 619.474.7400 ext.110 dixon@westflex.com FAX 619.474.7444 Project Description Graphic design development of Company Brochure/Folder for Westflex Industrial. Conceptual design compositions and layout development for folder artwork. Folder has two inside flaps and may be printed on both sides. All digital artwork and files including die line necessary for offset printing. Interior page design and composition. Interior pages to contain non -changing copy regarding business capabilities, production, and "image" type text. Photos will be purchased from stock photo supplier. Text supplied by client. All artwork necessary for printing production of attached interior pages. Design and format development for approx. 4 Line Card pages to fit in the back of the folder in the flap. Pages to be staggered in height. All above artwork includes preliminary conceptual compositions. Estimated cost for total artwork development and final digital files used for offset printing. Approx. $2200.00 - $3500.00 Westflex Industrial, Inc. Additional Data 2006-2007 Sales Tax Collected in 2006 $104,393 Sales Tax Collected in 2007 $ 87,335 Average Number of Full Time Jobs 2006-2007 25 Collateral: Rubber & Gasket Inventory $100,000 Exhibit "D" DATE (MM/DD/YYI pF(/rCER REVISED INSURED'S COPY FEDERATED MUTUAL INSURANCE COMPANY 5701 W. Talavi Boulevard Glendale, AZ 85306 Phone: 1-888-333-4949 Home Office: Owatonna, MN 55060 —/fVSIED co LT WESTFLEX INDUSTRIAL INC 325 W 30TH ST NATIONAL CITY CA 91950 309-406-7 10/05/07 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE COMPANY FEDERATED MUTUAL INSURANCE COMPANY OR A FEDERATED SERVICE INSURANCE COMPANY COMPANY B COMPANY C COMPANY D 1-115 IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLI( IIDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WFII ERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE E(CLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TYPE OF INSURANCE IE NERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS MADE X OCCUR OWNER'S & CONTRACTOR'S PROT BUSINESSOWNER'S POLICY AJTOMORILE LIABIUTY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS POUCY NUMBER 9406252 625385 POLICY EFFECTIVE DATE IMM/DD/YY) 07/01/07 07/01/07 POLICY EXPIRATION DATE (MM/DD/YYI 07/01/08 07/01/08 OMITS GENERAL AGGREGATE PRODUCTS - COMP/OP AGG PERSONAL & AOV INJURY EACH OCCURRENCE Y PERIOD CH THIS ERMS, S 2,000,000 $ 2,000,000 s 1,000,000 1,000,000 FIRE DAMAGE (Any one fire) S 50,000 MED EXP (Any one person) COMBINED SINGLE LIMIT $ 1,000,000 BODILY INJURY (Per person) BODILY INJURY (Per accident/ PROPERTY DAMAGE GARAGE LIABIUTY ANY AUTO AUTO ONLY - EA ACCIDENT OTHER THAN AUTO ONLY: EACH ACCIDENT AGGREGATE EXCESS LIABIUTY A X I UMBRELLA FORM OTHER THAN UMBRELLA FORM 625392 07/01/07 07/01/08 EACH OCCURRENCE AGGREGATE $10,000,000 $10,000,000 WDRKERS COMPENSATION AND ENPLOYERS' UABIUTY THE PROPRIETOR/ PARTNERS/EXECUTIVE OFFICERS ARE: INCL EXCL OTHER WC STATU- TORY LIMITS EL EACH ACCIDENT OTH- ER li EL DISEASE - POLICY LIMIT DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS EL DISEASE - EA EMPLOYEE This copy is not to be reproduced for issuance of certificates. TItIGATE HOLDER Attach the list of new Certificateholders to ,ur current list. pLEASE REVIEW THE LIST AND INFORM US OF ANY CHANGES WHICH SHOULD BE MADE ANPftLATI SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMP ITS ITS AG TS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIV Exhibit "E" PROMISSORY NOTE SECURED BY SECURITY AGREEMENT San Diego, California June 2, 2008 1. For value received, the undersigned, Westflex Industrial Inc. ("Borrower"), promises to pay to the order of the Community Development Commission of the City of National City ("Lender" or "CDC"), in accordance with the provisions of this Promissory Note ("Note"), on or before the Loan Maturity Date (defined below), the initial sums of Fifteen Thousand Dollars and no/100 Dollars ($15,000) (the "Loan Amount"). 2. The "Effective Date" of this Note is June 2, 2008, the date of the initial advance of funds. 3. All capitalized terms used in this Note, unless otherwise defined, will have the respective meanings specified in the Community Benefit Loan Agreement or the Security Agreement entered into between the Borrower and Lender on June 2, 2008, which meanings are incorporated herein by this reference as though fully set forth. 4. If any provision of this Note conflicts with or is inconsistent with the provisions of the Community Benefit Loan Agreement or the Security Agreement (all collectively, the "Community Benefit Loan Agreements"), the Community Benefit Loan Agreements shall supersede. 5. The Loan Amount will bear interest at the rate of 8.5% per annum simple interest retroactive to the date of the Loan. 6. The Loan Amount will be due on the Loan Maturity Date (as defined below). 7. "Loan Maturity Date" means the date on which the indebtedness evidenced by this Note is due pursuant to the terms of any of the Community Benefit Agreements, which includes, but is not limited to, immediate repayment if the Business is sold, leased, conveyed, refinanced, vacated, transferred, assigned, alienated, or hypothecated within five (5) years from the Completion Date of the improvements as defined by and at the option of the CDC. 8. All payments will be applied first to accrued interest then to the principal. 9. The Loan Amount is payable in lawful money of the United States of America, in same day funds at any place that Lender or the legal holders of this Note may, from time to time, in writing designate, and in the absence of that designation, then by cashiers check delivered to the attention of the Finance Department at CDC's office located at 1243 National City Boulevard, National City, California 91950. 10. The principal amount of the indebtedness evidenced by this Note may, at the option of the Borrower, be prepaid in whole or in part without penalty or premium. 1 EXHIBIT "F' 11. Time is of the essence. A failure by Borrower to fully repay the Loan on or before the Loan Maturity Date will constitute an Event of Default under this Note and entitle Lender to exercise any and all of its contractual, legal or equitable remedies including but not limited to those set forth in the Community Benefit Loan Agreements. 12. On the occurrence of an Event of Default under this Note, or on the occurrence of any Event of Default under any of the Community Benefit Loan Agreements, or on the occurrence of any other event that, under the terms of any of the Community Benefit Loan Agreements, gives rise to Lender's right to accelerate the repayment of the outstanding Loan Amount, then, at the sole option of Lender, the full outstanding amount of this Note, or any part thereof specifically designated by the Lender in writing, shall immediately become due and payable by Borrower to Lender, without any further presentment, demand, protest, or notice of any kind. Borrower agrees that this Note will be deemed to have been made under, and will be governed by, the laws of the state of California in all respects, including matters of construction, validity, and performance, and that none of its terms or provisions may be waived, altered, modified, or amended except as Lender may consent to in a writing duly signed by Lender or its authorized agents. 13. This Note is to become secured, among other security, by a security agreement covering inventory located thereon, including rubber and gasket business inventory with an approximate market value of $100,000 as loan collateral, which is attached to the Community Benefit Loan Agreement as Exhibit "G", and incorporated herein by this reference as though fully set forth herein, to be executed by the undersigned. This Note is the Note referred to in the Community Benefit Loan Agreements, as well as the Security Agreement, and is entitled to the benefits of the Community Benefit Loan Agreements, that contain among other things, provisions for acceleration of the maturity of this Note on the happening of certain stated events. 14. The Security Agreement provides as follows: "Should the BUSINESS be sold, hypothecated, vacated, leased, transferred, assigned, or alienated on or before five (5) years from the Completion Date of the improvements, this Loan shall be repayable in full by the BUSINESS OWNER(S) to CDC, upon demand, with interest at the option of the CDC", (each, a "Transfer"), without first obtaining the written consent of the Beneficiary, then all obligations secured by the Security Agreement may be declared due and payable, at the option of the Beneficiary, as stated in Section VI of the Community Benefit Loan Agreement (as defined in the Note). Consent to one transaction of this type will not constitute a waiver of the right to acquire consent to future or successive transactions. 15. Borrower agrees that, if Lender or holder of this Note incurs: (i) any costs, fees, or expenses, including costs of procuring evidence of title incurred in connection with sale; or (ii) 2 EXHIBIT "F' any costs including, without limitation, attorney fees, incurred in enforcing payment, whether or not suit is filed, or protecting security, including, without limitation, all costs, attorney fees, and expenses incurred in connection with any bankruptcy, reorganization, arrangement, or other similar proceedings involving the undersigned or the Property, that in any way affects the exercise of rights and remedies under this Note or the Community Benefit Loan Agreements, then Borrower will repay such expenses upon receipt of written demand from Lender, and, if such expenses are not immediately repaid, such outstanding amount will increase the currently outstanding indebtedness under this Note, and be secured by the Security Agreement All costs and expenses incurred by Lender or holder of this Note to obtain relief from the stay of bankruptcy statutes are specifically included in the expenses referred to in this Paragraph. 16. Regardless of any of the provisions of this Note, nothing in this Paragraph will be deemed to limit or prejudice the rights of Lender to: (a) enforce the Security Agreement or enforce any of its other rights or remedies under the Community Benefit Loan Agreements; or (b) proceed against any entity or person, including Borrower with respect to the enforcement of any leases, bonds, policies of insurance, or other agreements; or (c) recover damages against Borrower for fraud, breach of warranty, failure to maintain insurance, waste, or material misrepresentation; or (d) recover any condemnation proceeds or insurance proceeds or other similar funds or payments attributable to the Property that, under the terms of the Community Benefit Loan Agreements should have been paid to Lender; or (e) recover any tenant security deposits, prepaid rents, or other similar sums paid to or held by Borrower or any other entity or person in connection with the Business; or (f) recover the rents and profits of the Business accruing from and after the occurrence of an Event of Default that have not been applied to pay any portion of the outstanding indebtedness of this Note, operating, and maintenance expenses of the Business, insurance, premiums, impositions, deposits into a reserve for replacement, or other sums required by the Loan Document; or (g) recover damages including, without limitation, recovery of all amounts authorized under any environmental indemnity agreement between Lender and Borrower, relating to breach of any covenant, representation, or warranty of Borrower in the Community Benefit Loan Agreements; or (h) recover from Borrower the entire outstanding indebtedness of this Note, if the exercise of any right or remedy under federal, state, or local forfeiture laws results in the loss of the lien of any Security Agreement, or the priority of such, against the respective Business; or (i) recover funds to reimburse Lender for sums expended by Lender for the protection or preservation of the Property or Lender's interest in it (including, without limitation, payment of any real property taxes or assessments). Any liability of Borrower for any obligations arising in connection with the matters set forth in the above clauses, (a) through (i) inclusive, will be personal liability, and may be asserted against and recovered from its or their interest in the Business, as well as, against any of Borrower's other assets. Any liability of Borrower arising in connection with matters set forth in clause (g) will not be limited to the outstanding principal amount of this Note, and Borrower's obligations will survive foreclosure, deed in lieu of foreclosure, release, partial release, reconveyance, partial reconveyance, or any other transfer of the Property. 17. The Security Agreement will be reconveyed upon Lender's satisfaction that all obligations secured by the Security Agreement have been performed in full. EXHIBIT "F' In witness whereof, the undersigned has caused this Promissory Note to be executed as of the date and year first above written. Borrower: Westflex Industrial, Inc. By: By: Dixon LeGros' President Paula LeGros, Vic resident 4 EXHIBIT "F' SECURITY AGREEMENT This Security Agreement is made and entered into on this 2nd day of June, 2008, by and between Westflex Industrial, Inc., ("Debtor"), of 325 West 30th Street, National City, 91950, San Diego County, State of California, and Community Development Commission (CDC) of the City of National City ("Secured Party"), of 1243 National City Blvd., National City, 91950, San Diego County, State of California, as follows: For value received, the Debtor grants to the Secured Party a security interest in the following described property, referred to in this Security Agreement as the Collateral: rubber and gasket inventory with an approximate market value of $100,000 to secure (1) the Debtor's note of $15,000 to the Secured Party of June 2, 2008, payable as to principal and interest as provided in the note; (2) future advances by the Secured Party to the Debtor, to be evidenced by similar notes; (3) all expenditures by the Secured Party for taxes, insurance, and repairs to and maintenance of the Collateral incurred by the Secured Party in the collection and enforcement of the note and other indebtedness of the Debtor; and (4) all liabilities of the Debtor to the Secured Party now existing or incurred in the future, matured and unmatured, direct or contingent, and any renewals, extensions, and substitutions of those liabilities. The Debtor warrants and covenants: The Collateral is to be used for personal, family, or household purposes. X The Collateral is to be used in business other than farming operations. The Collateral is equipment used in farming operation, or farm products, or accounts, contract rights, or general intangibles arising from or relating to the sale of farm products by a farmer. The Collateral is accounts, and the records concerning the accounts are kept at [address]. The Collateral is a fixture attached to or to become attached to the above - described land. The Collateral is being acquired by the Debtor from the Secured Party or is being acquired with the proceeds of the advance evidenced by this Security Agreement. X The Debtor's residence is at 2500 6th Ave., #806, San Diego, CA 92103. X_ The Collateral will be kept at 325 West 30th Street, National City, CA, 91950. X_ The Debtor's chief place of business is at 325 West 30th Street, National City, CA, 91950. EXHIBIT "G" The Debtor warrants, covenants, and agrees as follows: TITT .F 1. Except for the security interest granted by this Agreement, the Debtor has, or on acquisition will have, full title to the Collateral free from any lien, security interest, encumbrance, or claim, and the Debtor will, at the Debtor's cost and expense, defend any action that may affect the Secured Party's security interest in, or the Debtor's title to, the Collateral. FINANCING STATEMENT 2. No financing statement covering the Collateral or any part of it or any proceeds of it is on file in any public office. At the Secured Party's request, the Debtor will join in executing and pay the filing fees required for all necessary financing statements in forms satisfactory to the Secured Party, and will further execute all other instruments deemed necessary by the Secured Party. SALE, LEASE, OR DISPOSITION OF COLLATERAL 3. The Debtor will not, without the written consent of the Secured party, sell, contract to sell, lease, encumber, or dispose of the Collateral or any interest in it until this Security Agreement and all debts secured by it have been fully satisfied. INSURANCE 4. Until final termination of this Security Agreement, the Debtor will, at its own cost and expense, insure the Collateral with companies acceptable to the Secured Party against the casualties and in the amounts that the Secured Party shall reasonably require with a loss payable clause in favor of the Debtor and Secured Party as their interests may appear. The Secured Party is authorized to collect sums that may become due under any of the insurance policies and apply them to the obligations secured by this Security Agreement. A duplicate copy of each such policy shall be delivered by the Debtor to the Secured Party. PROTECTION OF COLLATERAL 5. The Debtor will keep the Collateral in good order and repair and will not waste or destroy the Collateral or any part of it. The Debtor will not use the Collateral in violation of any statute or ordinance, and the Secured Party will have the right to examine and inspect the Collateral at any reasonable time. TAXES AND ASSESSMENTS 6. The Debtor will pay promptly when due all taxes and assessments on the Collateral, or any part of the Collateral, or for its use and operation. 2 Security Agreement LOCATION AND IDENTIFICATION 7. The Debtor will keep the Collateral separate and identifiable, and at the address shown above, and will not remove the Collateral from that address without the Secured Party's written consent, for as long as this Security Agreement remains in effect. SECURITY INTEREST IN PROCEEDS AND ACCESSIONS 8. The Debtor grants to the Secured Party a security interest in and to all proceeds, increases, substitutions, replacements, additions, and accessions to the Collateral, and to any part of the Collateral. This provision shall not be construed to mean that the Debtor is authorized to sell, lease, or dispose of the Collateral without the prior written consent of the Secured Party. DECREASE IN VALUE OF COLLATERAL 9. The Debtor shall, if in the Secured Party's judgment the Collateral has materially decreased in value or if the Secured Party shall at any time deem that the Secured Party is financially unstable, either provide enough additional Collateral to satisfy the Secured Party or reduce the total indebtedness by an amount sufficient to satisfy the Secured Party. REIMBURSEMENT OF EXPENSES 10. At the option of the Secured Party, the Secured Party may discharge taxes, liens, interest, or perform or cause to be performed for and on behalf of the Debtor any actions and conditions, obligations, or covenants that the Debtor has failed or refused to perform, and may pay for the repair, maintenance, and preservation of the Collateral, and may enter the premises where the Collateral or any part of it is located and cause to be performed as agent and on the account of the Debtor any acts that the Secured Party may deem necessary for the proper repair or maintenance of the Collateral or any part of it. Any and all sums expended by the Secured Party under this paragraph, including but not limited to, attorney's fees, court costs, agent's fees, or commissions, or any other costs or expenses, shall bear interest from the date of payment at the annual rate of 8.5 percent, and shall be payable at the place designated in the Debtor's note, and shall be secured by this Security Agreement. PAYMENT 11. Should the BUSINESS be sold, hypothecated, vacated, leased, transferred, assigned, or alienated on or before five (5) years from the Completion Date of the improvements, this Loan shall be repayable in full by the BUSINESS OWNER(S) to CDC, upon demand, with interest at the option of the CDC, (each, a "Transfer"), without first obtaining the written consent of the Beneficiary, then all obligations secured by the Security Agreement may be declared due and payable, at the option of the Beneficiary, as stated in Section VI of the Community Benefit Loan Agreement (as defined in the Note). Consent to one transaction of this type will not constitute a waiver of the right to acquire consent to future or successive transactions. 3 Security Agreement Interest shall be calculated at 8.5 % per annum simple interest retroactive to the date of the Loan. Unless BUSINESS OWNER(S) has complied with the terms of the AGREEMENT, the Loan identified shall constitute a lien upon the Business in the amount of the loan plus interest computed. The Debtor will pay the note secured by this Security Agreement and any renewal or extension of it and any other indebtedness secured by this Security Agreement in accordance with the terms and provisions of this Security Agreement. On full payment by the Debtor of all indebtedness secured by this agreement in accordance with this Security Agreement, this Security Agreement shall expire, and the Secured Party's security interest in the Collateral, as set forth in this Security Agreement, shall terminate. CHANGE OF RESIDENCE OR PLACE OF BUSINESS 12. The Debtor will promptly notify the Secured Party of any change of the Debtor's residence, chief place of business, or place where records concerning the Collateral are kept. TIME OF PERFORMANCE AND WAIVER 13. In performing any act under this Security Agreement, and the note secured by it, time shall be of the essence. The Secured Party's acceptance of partial or delinquent payments, or the failure of the Secured Party to exercise any right or remedy, shall not constitute a waiver of any obligations of the Debtor or right of the Secured Party, and shall not constitute a waiver of any other similar default that occurs later. DEFAULT 14. The Debtor shall be in default under this Security Agreement on the occurrence of any of the following events or conditions: 1) Default in the payment or performance of any note, obligations, covenant, or liability secured by this Security Agreement; 2) Any warranty, representation, or statement made or fumished to the Secured Party by or on behalf of the Debtor proves to have been false in any material respect when made or furnished; 3) Any event that results in the acceleration of the maturity of the indebtedness of the Debtor to others under any indenture, agreement, or undertaking; 4) Loss, theft, substantial damage, destruction, sale, or encumbrance to or of any of the Collateral, or the making of any levy, seizure, or attachment of or on the Collateral; 5) Any time the Secured Party reasonably believes that the prospect of payment or any indebtedness secured by this Security Agreement or the performance of this Security Agreement is impaired; or 4 Security Agreement 6) Death, dissolution, termination of existence, insolvency, business failure, appointment of a receiver for any part of the Collateral, assignment for the benefit of creditors, or the commencement of any proceeding under any bankruptcy or insolvency law by or against the Debtor or any guarantor or surety for the Debtor. REMEDIES 15. On the occurrence of any event of default, and at any later time, the Secured Party may declare all obligations secured due and payable immediately, and may proceed to enforce payment, and exercise any and all of the rights and remedies provided by the California Commercial Code as well as other rights and remedies either at law or in equity possessed by the Secured Party. The Secured Party may require the Debtor to assemble the Collateral, and make it available to the Secured Party at any place to be designated by the Secured Party that is reasonably convenient to both parties. Unless the Collateral is perishable, threatens to decline speedily in value, or is of a type customarily sold on a recognized market, the Secured Party will give the Debtor reasonable notice of the time and place of any public sale or of the time after which any private sale or any other intended disposition of the Collateral is to be made. The requirement of reasonable notice shall be met if the notice is mailed, postage prepaid, to the address of the Debtor shown at the beginning of this Security Agreement at least five days before the time of the sale or disposition. Expenses of retaking, holding, preparing for sale, selling, or the like shall include the Secured Party's reasonable attorneys' fees and legal expenses. MISCELLANEOUS PROVISIONS 16. (a) California Law to Apply: This Security Agreement shall be construed under and in accordance with the California Commercial Code and other applicable laws of the State of California, and all obligations of the parties created under this Security Agreement are performable in San Diego County. (b) Parties Bound: This Security Agreement shall be binding on and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors, and assigns as permitted by this Security Agreement. (c) Attorneys' Fees: Should any legal action based in contract law be commenced between the parties to this Security Agreement concerning the Collateral, this Security Agreement, or the rights and duties of either party in relation to them, the prevailing party shall be entitled to a reasonable sum as reimbursed for his or her attorneys' fees and legal expenses. (d) Legal Construction: In case any one or more of the provisions contained in this Security Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability of that provision shall not affect any other provision of this Security Agreement, and this Security Agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been contained in it. 5 Security Agreement (e) Prior Agreements Superseded: This Security Agreement constitutes the only agreement of the parties, and supersedes any prior understandings or written or oral agreements between the parties respecting the subject matter of this Security Agreement. (f) Definitions: All terms used in the Security Agreement that are defined in the California Commercial Code shall have the same meaning in this Security Agreement as in the Code. This instrument was prepared by The Community Development Commission (CDC) of the City of National City, whose address is 1243 National City Blvd., National City, CA, 91950. Dated: �o (210 s DE ndustrial Inc. Dixon LeGros, President Paula LeGros, Vice Preside SECURED PARTY Community Development Commission of National City Executive Director 6 Security Agreement $15,000 NOTE National City, San Diego County, California. FOR VALUE RECEIVED, the undersigned promises to pay to the order of Community Development Commission (CDC) of the City of National City at National City, San Diego County, California, or at any other place in the State of California that any holder of this Note may designate in writing, the sum of $15,000 with interest, from the date written above until paid, at the rate of 8.5 percent per annum. This Note, together with all interest due on it, is due and payable as follows: DEBTOR AND CDC agree that if the BUSINESS is sold, hypothecated, vacated, leased, transferred, assigned, or alienated on or before five (5) years from the Completion Date of the improvements as agreed to in the Community Benefit Loan Agreement, the Note shall be repayable in full by the DEBTOR to CDC, upon demand, with interest at the option of the CDC. The payment of this Note is secured by a Security Agreement of this date from Westflex Industrial Inc. to CDC granting a security interest in and to the following described property: rubber and gasket inventory with an approximate market value of $100,000, together with all other property described in or referred to in the Security Agreement. The maker shall have the right to prepay the principal of this note in whole or in part prior to its due date without premium or penalty. If this note is placed in an attorney's hands for collection, or collected by a lawsuit or through a bankruptcy, or probate, or any other court, either before or after maturity, there shall be paid to the holder of this Note reasonable attorneys' fees, costs, and other expenses incurred by the holder in enforcing the terms of this note. Failure to pay any part of the principal or interest of this Note when due, or failure to carry out any of the terms, covenants, or condition of the Security Agreement, shall authorize the holder of this Note to declare as immediately due and payable the then -unpaid principal, and to exercise any and all of the rights and remedies provided by the California Commercial Code as well as all other rights and remedies either at law or in equity possessed by the holder of the Note. The makers, signers, and endorsers of this Note jointly and severally waive presentment, notice of dishonor, and protest. Dated: G' 2 (i S 7 Security Agreement DEBTOR Weslflex dust:j:1 Inc. Dixon LeGros, President aula LeGros, Vice Pr tfs lent SECURED PARTY Community Development Commission of National City Executive Director, CDC 8 Security Agreement State of Californ ka ) County of SO.V\ Ui-ey ) On C21 .7 0? before me, sr6K,R.Cc WIQ.441, fo rui96 personally appeared b ivmm ls tea t.ito 1-€61Avho proved`fo me on tlfe basis of sa isfactory evidence to be the person(s) whose name(s),,isiare subscribed to the within instrument and acknowledged to me that heishe/they executed the same in pi er•/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. i TONGA NGUYEN logyA‘ CommlWon # 1743077 ` N01OIY /ubUO • COUIOI Na �� r►y san ot.go ovnty c carrrn . 9 Security Agreement