HomeMy WebLinkAbout2008 CON CDC Emerson School of Martial Arts - Community Benefit Loan AgreementUCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY OFFICIAL RECORDSr
SAN DIEGO COUNTY f RECORDER'S:
A. NAME & PHONE OF CONTACT AT FILER [optional] i R E U O RY •J . SMITH, COUNTY RECORDER
Mike Dalla, City Clerk, City of National City, CA (619) 336-4226 FEES: OLIO
B. SEND
ACKNOWLEDGMENT TO: (Name and Address)
[ Mike Dalla
Office of the City Clerk
City of National City
1243 National City Blvd.
National City, CA 91950
DO # 008-0888048
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JUN 24, 2008 9:51 AM
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PAGES: 1
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THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
1. DEBTOR'S EXACT FULL LEGAL NAME - insert on lyzig debtor name (la or 1 b) -do not abbreviate orcombine names
OR
la. ORGANIZATION'S NAME
EMERSON SCHOOL OF MARTIAL ARTS, INC
1 b. INDIVIDUAL'S LAST NAME
FIRST NAME
MIDDLE NAME
SUFFIX
I c. MAILING ADDRESS
3142 Plaza Blvd.
CITY
National City
STATE
CA
POSTAL CODE
91950
COUNTRY
U.S.
1d. SEE INSTRUCTIONS
ADD'L INFO RE I 1 e. TYPE OF ORGANIZATION
DEBTOR ORGANIZATION p
I S Corporation
11. JURISDICTION OF ORGANIZATION
State of California
1g. ORGANIZATIONAL ID #, if any
CA 2585009 NONE
n
REMOVED
2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert onlyme a debtor name (2a or 2b) - do not abbreviate or combine names
OR
2a. ORGANIZATIONS NAME
2b. INDIVIDUALS LAST NAME
FIRST NAME
MIDDLE NAME
SUFFIX
2c. MAILING ADDRESS
CITY
STATE
POSTAL CODE
COUNTRY
2d.
5FF INSTRUCTIONS
ADM INFO RE 12e. TYPE OF ORGANIZATION
ORGANIZATION
DEBTOR I
2f. JURISDICTION OF ORGANIZATION
2g. ORGANIZATIONAL ID #, if any
n NONE
3. SECURED PARTY'S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR SIP) - insertonlygagsecured party name (3a or3b)
OR
3a. ORGANIZATIONS NAME
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:
Business equipment including mirrors, pads, carpet, treadmill, workout equipment, fax machine, and a 1985 Cadillac.
5. ALTERNATIVE DESIGNATION [if applicable]:n LESSEE/LESSOR
I CONSIGNEE/CONSIGNOR nBAILEE/BAILOR SELLER/BUYER
nAG. LIEN I NON-UCC FILING
6. nThe FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL
ESTATE RECORDS Attach Addendum [ifanolicablel
7, Check to REQUEST SEARCH REPOR (S) on Debtor(s) (''�
[ADDITIONAL FEET [optional All Debtors Debtor 1 t (Debtor 2
8. OPTIONAL FILER REFERENCE DATA
For $15,000 Community Benefit Loan Program, CDC of National City, CA.
International Association of Commercial Administrators (IACA)
FILING OFFICE COPY — UCC FINANCING STATEMENT (FORM UCCI) (REV. 05/22/02)
COMMUNITY BENEFIT LOAN AGREEMENT
THIS COMMUNITY BENEFT1LOAN AGREEMENT [AGREEMENT], is made between The
Community Development Commission (CDC) [OWNER] of the City Of National City, a
Redevelopment Agency, and Emerson's School of Martial Arts, Inc. [BUSINESS OWNER],
located at 3142 Plaza Blvd., National City, CA, 91950, on June 10, 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 "G".
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 "H".
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 10, 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 June 10,
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)9.
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
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 to 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 3142 Plaza Blvd.,
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 "G" and incorporated herein by
reference.
3. The Note shall be secured by a Security Agreement, which is attached as Exhibit
"H" and incorporated herein by reference, and recorded against the pledged
BUSINESS PROPERTY.
VI. CONDITIONS OF LOAN / LIEN
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
Emerson's School of Martial Arts located at 3142 Plaza Blvd., 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.
2. BUSINESS OWNER(S) has pledged mirrors, pads, carpet, treadmill, workout
equipment, fax machine, and a 1985 Cadillac, as loan collateral, attached as
Exhibit "E".
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 4 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) 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 tt day of w4-4"- , 2008.
COMMUNITY DEVELOPMENT
COMMISSION
10
By .
Brad R...' on 74ITcutive Director
8
day Dated this 7 , 2008. of EMERSON'S SCHOOL OF MARTIAL
%�
ARTS, INC.:
APPROVED AS TO FORM:
GEORGE EISER, City Attorney
I mt!4l
By
ClaudiaAi a
Senior''F.tant City Attorney
EXHIBITS:
A —Certificate of Ownership
B - Scope of Work
C — Project Bids
D — Report to CDC
E — Loan Collateral
F - Business Insurance
G — Promissory Note
H — Security Agreement
By
Emerson Andrews, President
ANDREA DAVIS
Comm. # 1504706 in
tr)�NOTARY PUBLIC - CALIFORNIA
San Diego County
1. My Comm. Ezplres July 31, 2008 s
COMMUNITY DEVELOPMENT COMMISSION of the CITY OF NATIONAL CITY
COMMUNITY BENEFIT LOAN PROGRAM
CERTIFICATION OF OWNERSHIP/ CONSENT TO IMPROVEMENTS
I/We K Pk. P$l17i)-tS ("Property Owner") hereby certify that
(list all owners) Y4E " P.KI SAAWA( KM), 4 Cfeo4J 6 k//Y)
is/are the Owner(s) of record of certain commercial realproperty 3%O0 --3/54o2 es PL/924 £C.
commonly known as P zi' U! (.2-19 e?e. stfoPpiAto, C7 ldress), 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 consent to the improvements to the business property located at
3/ SFa . PI-UU 2 A F3 (A)Di # M (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.
Executed this
(Signat re)
D ice.. Fn 4L No)
1►�(. G R
(Print Name)
3.)4 day of
, 2008, in National City, California.
r/Ns RPmc, 3 till% 5PR OWN4k
EXHIBIT "A"
Scope of Work
Project: Community Benefit Loan Program Business Improvements
Business Owner(s): Emerson Andrews
Business Name: Emerson's School of Martial Arts
Business Location: 3142 Plaza Blvd., National City, CA, 91950
Business Improvement
Bid Amount
Contractor
1. Marketing Material & Web Design
$2245.00
LBGFX
2. Martial Arts Mats
$740
GreatMats.com
3.Training Bag
223.00
BudoVideos.com
4. Web Hosting (60 MO X $3.65)
$220.00
GoDaddy.com
5. Assistant Instructor (10 hrs/wk X 50 wk
at $10.00/hr)
$5,000
6. Part Time Secretary (15hr/wk X 50wk at
$8.00/hr)
$6,000
PROJECT TOTAL
$14,428.00
Exhibit "B"
LBGFX
3142 EAST PLAZA BLVD SUITE A
NATIONAL CITY CA 91950
Name / Address
Emerson's School of Martial Arts
Emerson
3142 E.Plaza Blvd ste. M
National City, CA 91950
Estimate
Date
Estimate No.
03/28/08
47
Description
Qty
Rate
Total
Design Work For Fliers
1
50.00
50.00T
Full Color UV coated 5000 Quarter Page Fliers
1
260.00
260.00T
5000 Custom Printed Business Cards
1
165.00
165.00T
Website Simple Design Work
1
450.00
450.00T
Custom Printed T-shirts
200
6.00
1,200.00T
Set Up Fee for Screen Printing
6
20.00
120.00T
TAX ID
0.00%
0.00
Total $2 , 245.00
Exhibit "C"
GREATMATS.COM
117 Industrial Avenue, Milltown, WI 54858
Customer Service Toll Free 1-877-822-6622
Fax Toll Free: 1-866-895-5550
Direct Voice: 1-715-825-4926
Direct Fax: 1-715-825-4928
f ,^re g
Email: �'.�=�� atrn,�a t,ncm
http://vmw.greatrnats.mn
These mats have many uses from Dojo Floors to Boxing Gyms and Combat Training.
Affordable and tough with a shoe -resistant top texture, and durable enough for combat training and boxing
gyms.
Made of high density EVA foam in 40x40 inch interlocking tiles, these mats will last many years, and are completely
waterproof. Not suitable for tables and chairs.
Mats are shipped by freight delivery, palletized and shrink wrapped. There are 5 mats per bag.
Pricing for 7/8" Standard Dense Foam & Martial Arts Mats
15-49 mats $17.00 / mat
50-99 mats $15.00 / mat
100 + Mats Request A Quote
TOTAL: 40 @ $17.00 = $680 plus tax & shipping
Applications:
• Martial Arts Boxing Gyms
• Combat Training
• Yoga and Pilates
• Aerobics
• YMCA Multipurpose Rooms
• Indoor Kids Facilities & Playgrounds
• Basement Flooring
Features:
• Easy to Assemble
• Truly Reversible
• Double Sided - Double Color
• Border Strips Included
• Water Proof
• Shoes & Boots are OK
• Durable EVA High Density Foam
• Expand Your Floor as Needed
Size and Dimensions:
• Tile: 40" x 40" x 7/8" - 1 mm + or - thickness tolerance
• Trim piece: 40" x 1.5" x 7/8"
Colors Available:
• Red/Blue
• Black/Gray
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Web Design Rates and Packages - Protessionai w co _
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to se fl products or services'? Wili you site require any web programming such as PHP. MYSQL, etc.
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no rates for our ecommerce VoT.-.ThSitES start at $1,200, View examnmes of OUr ecororn,
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Emerson's School of Martial Arts
• Tenant Improvements
1. Computer- Dell Dimensions & XPS $529.00 (after $50 instant savings)
2. Printer- Dell All -In -One 926 $99.00 (after $50 instant savings)
3. Answering Machine- AT&T digital answering machine model #1738 $20.99
• Personnel Improvements
1. Web Site Design and Hosting- MartialArtsSites.com basic package
$29.95/mo for 12 months
2. ° Part Time Secretary- 15 hrs./wk for 50 weeks @ $8.00/hr
3. Assistant Instructor- 10 hrs/wk for 50 weeks @ $10.00
Future Benefits
The community and Emerson will both receive positive benefits from this loan. It will
improve his current business operations as well as his ability to service his community.
By improving his business he will continue to positively impact the lives of the
underprivileged children of National City. If the loan request is denied, Emerson's
School of Martial Arts will be lacking the proper equipment and business items to run his
business effectively. This in turn may affect many of the at risk youth he instructs who
could possibly turn to crime, drugs, or gangs by not attending these classes. This school
is so important to so many children, that it would be unfathomable to see children turned
away. By approving the loan his business will have the proper infrastructure to sustain
long term success. In addition, by hiring two new positions the economic activity for
National City will improve.
SDSU Small Business Consulting Program
Page 39
Community Benefit Loan Application
Applicant Name
Applicant Address
E-mail Address /if
/ % ,
Business Name /7
/))/ (A-1-2>
Al`/o l 4i1 . City 5, /) State6 Zip 4�2-/3 `f
Phone r} 4'.S " 2 2 S / Fax
1:Business Address ,3 / ti / E3` ' /vJCity 1. / State ' Zip J/ /i )
1
Federal Tax ID or Social Security Number: `/ / ? `f
Type of Business Al rl/ h
Type of Entity (Check One) [Corporation
Status of Applicant (Please check one):
Business owner
Property owner with tenant business
Business Ownership and Management
Name i214-r3-,YL�---Title f a
Name Title
Name stile ,'Jc( (,.,' 13i..i Title
❑ Partnership
cL
Date Established J G /7 2ct "1
❑ LLC Ll Proprietorship
or Ownership
To or Ownership
or Ownership
ri
If moPlease attach a copy of the grant deed for the property.
Project Request
Loan Amount $ 0 )
Use of Funds
Leasehold Improvements
Machinery & Equipment gacxx-\-=
Vehicles
Working Capital
Inventory/Supplies
Other t>(2,-( f h t,v,1�
Soc.)
Collateral Available
(Attach a sheet if necessary)
Describe real estate, vehicles, or business assets that may be pledged to support your request.
fl�G�
Project Location /'lfrcgy
Sources of Funds
Applicant's Equity
Bank Financing
Private Lender
San Diego County
CDC Loan
Other
0'
Exhibit "D"
Business/ Property Information
1. Year Built: /7 ' -Cc( Square Footage / C—61(--) Parcel Number
2. Is this an Historical Register Building: Yes No :'-" -ck one)
Is this is a building of known local significance Yes No (check one)
3. Describe work to be completed.
4 S l2/I "T , /"ic4 / /17" ,i)
fk‘ )-
4. Proposed start date: / `r(_? 2' Proposed completion date:,4
7/75 / e7)
_1 (before June 30th)
5. Number of Employees t v- Sales Tax Revenue Generated this Year $ 3000
6. Please indicate how many full-time (FT) and part-time (PT) jobs will be Retained or Created
once the project is completed?
Officials & Managers
Professionals
Technicians
Sales
Office/Clerical
Craft (Skilled)
Operations (Semi -skilled)
Laborers (Unskilled)
Service Workers
Retained Created
FT PT FT PT
FT PT FT PT
FT PT FT PT
FT PT FT PT
FT PT FT PT
FT PT FT PT
FT PT FT PT( j
FT PT FT P1 m—
FT PT FT PT
7. Attended a Loan Application Orientation Worksho
8. Project Criteria
s No (check one)
/Yes No Participated in the San Diego State University Small Business Technical
Assistance Program
Yes No Participated in Southwestern College's Small Business Development &
-"' International Trade Center Technical Assistance Program
/'Xes No Business has a current Business License issued by National City
,/ Yes No Is located within the National City's Redevelopment Area?
/ Yes No Creates Additional Jobs?
If yes, how many? Part Time Full Time
/'f ..Yes No Located within a Community Benefit District and is in good standing
1 //Yes No Applicant has prior business experience in ownership or management
"iv -Yes No Business has a business plan and marketing plan
/./ Yes No Applicant's business complies with all ADA accessibility guidelines
Yes v:':O --The business had been in operation for more than 5 years
( 1 i ` --"
Yes i<' No The business has been in operation for more than 10 years
/Yes No The business has been in operation for more than 15 years
% Yes No The business supports the Comprehensive Storefront
Improvement Program
No The business provides longer business hours to serve customers? Hours of
Operation? '7. 1 AM to `'e- PM
No The business/ project adds to the overall economic vitality of commercial area
No The business/ project creates a synergy with existing businesses (business to
business sales tax generation)
No The business/ project demonstrates compatibility with neighboring businesses
No Business/ project supports pedestrian oriented activities and interaction
No Business/ project enhances physical appearance of the commercial area
No Business/ project enhances safety of commercial area/ community
No Business/ project enhances quality of life for residents of National City
I certify that the information contained in this application is true and accurate. I submit this forgivable loan
application with full knowledge of the application process and I understand that I am not guaranteed a
forgivable loan or funding for my project. If my project is approved and funded, I understand that I will be
reimbursed for approved costs under the terms of the loan agreement. I understand that this loan application
is due February 22, 2008 for available program funds for the 2007-08 fiscal year.
Applicant Signature
— 6-)
Date Signed
Tenants requesting assistance to perform work to the property must have authorization by the
property owner to participate in the program.
Property Owner
Or
Date Signed
Tenant Responsible for Property Improvement Work Date Signed
Loan Collateral
Project: Community Benefit Loan Program Business Improvements
Business Owner(s): Emerson Andrews
Business Name: Emerson's School of Martial Arts
Business Location: 3142 Plaza Blvd., National City, CA, 91950
Inventory
1. Mirrors
2. Pads
3. Carpet
4. Treadmill
5. Workout Equipment
6. Fax Machine
7. 1985 Cadillac
Exhibit "E"
NCO
INSURANCE SERVICES
Commercial Lines Division
1-877-Tapco 99
(1-877-827-2699)
Tuesday, May 13, 2008
To: SILVIA THOMPSON
From: Rodney Younger
Extension 379
rodneyyounger@gotapco.com
Applicant:
3060 South Church Street P.O. Box 286
Burlington, North Carolina 27216
(Local) 336-584-8892
(FAX) 336-584-8880
(Claims FAX) 336-538-0094
CA License Number - 0F60631
EMERSON SCHOOL MARTIAL ARTS
Personal Lines Division
1-877-Tapco 99
(1-877-827-2699)
EVERY DAY INSURANCE SERVICES, INC
3977 NORMAL ST
SAN DIEGO, CA 92103
#513106
Quote ID: DSTCU
We are pleased to offer the following quote through: Western World Insurance Company
General Liability:
$ 2,000,000 General Aggregate
$ 1,000,000 Products/Completed Operations Aggregate
$ 1,000,000 Personal Injury/Advertising Injury
$ 1,000,000 Each Occurrence Limit
$ 50,000 Damage to Premises Rented to You
$ 5,000 Medical Payments
$ ** 500 BI/PD Deductible Per Claimant'*
* Excludes Professional, Nuclear Energy, War, Punitive, Exemplary, Asbestos, Silica, Lead, Toxic Substances, Total Pollution, Radon Gas, Subsidence,
Mold, Spores, Fungus, EIFS (Exterior Insulation Finish Systems) or Synthetic Stucco, Known Injury or Damage, Property Damage Claims in Progress, Prior
Completed Work, Participants, Assault & Battery, Abuse or Molestation, Liquor, Communicable Disease, Employment Related Practices, Leased Workers,
Voluntary Labor, Electromagnetic Fields, Independent Contractor's Employees or Leased Workers (81 & Pers. Adv. Injury), Radioactive Contamination, New
Entities, Hired and Non Owned Auto, Year 2000 computer related and other electronic problems. Classification & Contractual Liability Limitations
endorsement and Minimum and Deposit Premium endorsement applies. Terrorism is excluded unless coverage is purchased per the requirements or the
Terrorism Risk Insurance Act of 2002.
This Premium is 25% Earned
The Term quoted is: Twelve Months
Base Premium: $600.00
Policy Fee: $100.00
Tax: $21.87
Total Premium: $721.87
Your Commission: $60.00
CPFC Financing
Down Payment: $255.47
.-- --
Installments @: $66.79
Please call our office to bind coverage. Coverage can be bound only when a TAPCO Binder Number has been assigned by a
Company Underwriter at TAPCO.
Please review the quotation carefully as terms and conditions of coverage quoted may differ from those requested.
Quote valid for 30 days.
EXHIBIT "F"
RECEIPT No: 00032315 Date: 05/14/2008 10:29AM
Received From: emerson andrews Cust ID: 00008369
To [—For 1 [ Amount
TAPCO INSURANCE SERVICES
Every Day Insurance Services, Inc
Received By
Insurance Premium Payment EFT for DSTCU: $255.47
New Business Agency Retained for DSTCU: $100.00
Total: $355.47
Every Day Insurance Services, Inc
3977 NORMAL STREET
San Diego, CA 92103
We accept payments as a courtesy to our customers. If your policy is cancelled for any reason, payment of this premium does not
necessarily reinstate your policy. Your company will notify you of any reinstatement, or if not reinstated, return any unearned
premium within 30 days.
Payment Type
(SMT)
Cash:
Amount Tendered:
Change:
j Amount
$356.00
$356.00
$0.53
PROMISSORY NOTE
SECURED BY SECURITY AGREEMENT
San Diego, California
June 10, 2008
1. For value received, the undersigned, Emerson's School of Martial Arts, 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 10, 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 10, 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 "G"
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 mirrors, pads, carpet, treadmill, workout
equipment, fax machine, and a 1985 Cadillac, as loan collateral, which is attached to the
Community Benefit Loan Agreement as Exhibit "E", 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.
2 EXHIBIT "G„
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)
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.
3 EXHIBIT "G"
In witness whereof, the undersigned has caused this Promissory Note to be executed as of
the date and year first above written.
Borrower:
Emerson's School of Martial Arts, Inc.
By
By
Emerson Andrews, President
''--Fletcher Webb, Secretary
4 EXHIBIT "G"
SECURITY AGREEMENT
This Security Agreement is made and entered into on this 10th day of June, 2008, by and
between Emerson's School of Martial Arts, Inc. ("Debtor"), of 3142 Plaza Blvd., National City,
CA, 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: mirrors,
pads, carpet, treadmill, workout equipment, fax machine, and a 1985 Cadillac, to secure (1) the
Debtor's note of $15,000 to the Secured Party of June 10, 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 1727 Midvale, San Diego, CA, 92139.
X The Collateral will be kept at 3142 Plaza Blvd., National City, CA, 91950.
X The Debtor's chief place of business is at 3142 Plaza Blvd., National City,
CA, 91950.
The Debtor warrants, covenants, and agrees as follows:
TITLE
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.
LOCATION AND IDENTIFICATION
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Security Agreement
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.
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,
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Security 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 furnished 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
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
4
Security Agreement
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: ) avt 7 Z. G'
DEBTQ Emersop7's Sch9ol--of Martial Arts, Inc.
Emerson Andrews, President
Webb, Secretary
SECURED PARTY Community Development Commission of the City of
National City
>r�
►%�
Brad . ► allPecutive 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
Emerson's School of Martial Arts, Inc. to CDC granting a security interest in and to the
following described property: mirrors, pads, carpet, treadmill, workout equipment, fax machine,
and a 1985 Cadillac, 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.
7
Security Agreement
Dated: a
DEBTOR Emerson'] Sclpel; of Martial Arts, Inc.
Emerson Andrews, President
r Webb, Secretary
SECURED PARTY Community Development Commission of the City of
National City
Bra • ! I xecutive Director
State of Califo nia )
County oiv Drre6 )
On , . F 7 . tli) before me, gN 6fl UM(6 , personally
appeared eSoty 1a ,,, • proved to me on the basis of satisfactory evidence to be the
person(s) oss . " e s . 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 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.
,zeo.k)
Signature of Notary Public
ANDREA DAVIS
Comm. # 1504706 ,m,A
NOTARY PUBLIC - CALIFORNIA l
Son Diego County
MY� m. Expires July 31, 2008 7
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Security Agreement