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Home My WebLink About2009 CON CDC Carpe Diem Hospitality / Howard Johnson Express - Economic Development LoanECONOMIC DEVELOPMENT LOAN AGREEMENT THIS ECONOMIC DEVELOPMENT LOAN AGREEMENT [AGREEMENT], is made between The Community Development Commission (CDC) [OWNER] of the City Of National City, a Redevelopment Agency, and Carve Diem Hospitality, LLC dba Howard Johnson Express, [BUSINESS OWNER], located at 521 Roosevelt Ave., National City, CA, 91950, on June 5, 2009, to participate in the Economic Development Loan Program. RECITALS l . 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 and profitable. 3. The CDC has adopted and established an Economic Development Loan Program [EDLP] to assist business owners to improve their businesses located in the Redevelopment Project Area of the City of National City. The EDLP provides financial incentives to enhance the economic viability of businesses, promote commercial business opportunities, encourage investments by property owners and commercial tenants, and grow the business's taxable sales resulting in economic stimulus to the City of National City. 4. BUSINESS OWNER seeks to participate in the EDLP to install property management software and implement a marketing campaign to grow business operations. 5. 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. 6. The CDC has entered into an agreement with the National City Chamber of Commerce to administer the EDLP. The National City Chamber of Commerce, as an agent of the CDC, will administer and manage the program on behalf of the CDC. The National City Chamber of Commerce will act as the designated representative in this Agreement. 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 Page 1 of 9 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. 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 the CDC or its agent administering this program. Parcel is defined as the unit of real property as identified within the County Recorder's documents. Program Manager is defined as the designated representative for the CDC's Economic Development Loan Program. Project, also known as Economic Development Loan Project,is defined as the total business improvements made to the business/ property outlined in the Scope of Work, attached as Exhibit "A", and approved by the Program Manager. Total Cost Expenditure is defined as the total actual costs incurred by and paid for completing the project. Contractor is defined as a contractor selected through the bidding process to complete the business improvements per this AGREEMENT. Participant is defined as the Property and/or BUSINESS OWNER of the property to which the business improvements are made. BUSINESS OWNER(s) is defined as the person(s) on Title on the business's articles of organization.Owner is defined as the Community Development Commission (CDC). CDC is defined as the Community Development Commission of National City, and its authorized representatives, officers, officials, directors, employees and agents. AGREEMENT is defined as this AGREEMENT entered into between the CDC and BUSINESS OWNER(s). 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. Page 2 of 9 Business Property is defined as the pledged collateral by the BUSINESS OWNER(s) to the CDC as security for debt repayment. 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. II. PROPERTY/ BUSINESS OWNER(S) RESPONSIBILITIES 1. The Property Owner shall sign the EDL Program Application and submit to the Program Manager by June 5, 2009. 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 5, 2009. 3. The BUSINESS OWNER(s) shall sign this AGREEMENT and agrees to the Scope of Work attached as Exhibit "A" and by this reference made part of this AGREEMENT. The Scope of Work outlines the Economic Development Loan Project and itemizes approved costs based on the lowest bids, attached as Exhibit «B» 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 business 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 "C" 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. 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 concurrent with execution of this AGREEMENT. Page 3 of 9 III. CDC'SRESPONSIBILITIES 1. The 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. The Program Manager 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 "A" c. If all obligations under this AGREEMENT have been met to the satisfaction of the CDC, CDC will issue full reimbursement payment within forty-five days of final review and approval of the reimbursement request. IV. LOAN TO BUSINESS OWNER(S) 1. The CDC agrees to Loan the BUSINESS OWNER Fifteen Thousand dollars (S15,000) for the purpose of improving the business at 521 Roosevelt Ave., 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 incorporated herein by reference. 3. The Note shall be secured by a Security Agreement, which incorporated herein by reference, and recorded against the pledged BUSINESS PROPERTY. V. CONDITIONS OF LOAN / LIEN 1. BUSINESS OWNER(S) AND CDC agree that if the improvements detailed in the Scope of Work, attached as Exhibit "A", on the BUSINESS commonly known as Howard Johnson Express located at 521 Roosevelt Ave., 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 Page 4 of 9 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 computer hardware, and hotel office equipment, furniture and fixtures valued at approximately $25,000, as loan collateral, attached as Exhibit "C". VI. DEFAULT 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. VII. DELINQUENCY In the event of default in Section VI or failure to fulfill the conditions of the loan stated in Section V, and BUSINESS OWNER fails to repay the loan within 30 days from demand, the loan provider shall commence collection of the delinquent account using CDC staff and/or City Attorney staff as deemed appropriate. VIII. RECORDATION OF AGREEMENT 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). IX. TIME OF PERFORMANCE The contractor/ BUSINESS OWNER(s) shall complete the business improvements within 6 MONTHS of the date of this AGREEMENT. The contractor shall submit final bills and receipts to the Community Development Department no later than 15 days after the Completion Date. Page 5 of 9 X. PROJECT FUNDING The CDC has determined that this Project qualifies for Redevelopment Funds. The CDC agrees, as detailed in this AGREEMENT, to loan the Total Cost Expenditure not to exceed $15,000. XI. 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. XII. 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. XIII. 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, protect and hold harmless shall not include any claims or liabilities arising from the Page 6 of 9 established sole negligence or sole willful misconduct of the CDC, its agents, officers or employees. XIV. 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, XV. 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. XVI. WAGE RATES Tax increment funds are used for the EDL 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 EDL project must be completed prior to starting, or at the completion of the EDL 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/siatistics research.html (California Department of Industrial Relations, Division of Labor and Statistics, information on prevailing wage). XVII. 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 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. Page 7 of 9 XVIII. 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. XIX. 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. XX. 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 of cl ' , 2009. COMMUNITY DEVELOPMENT COMMISSIO By Br tive Director Dated this u.,rday of , 2009. Carpe Diem Hospitality, LLC dba Howard Johnson Express: By Ramesh Patel, General Partner By zd Nilesh Patel, General Partner Page 8 of 9 Approve as to form: GEORG EISER, C' • Attorney By .�..��.� audia G. S. • I Senior Assi.f ity Attorney EXHIBITS: A — Scope of Work B — Project Bids C —Report to CDC State of California County of San Diego Date: OnJJ)N 11, a 00t before met\ & U IAt in and for the County of San Diego, State of California , personally ap eared Brad Raulston who proved to me on the basis of satisfactory evidence to be the person whose name subscribed to the within ECONOMIC DEVELOPMENT Loan AGRE MENT and it authorized capacity acknowled ed to me that(}i�/shefthey executed the same i and that b sh /hcr/their signature s ,on the instrument the perso ), or the entity upon behalf of which the perso instrument. Ttb1 1 C he undersigned, a Notary Public acted, executed the 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. Si ature of Notary Public MARTHA 80LANOS Commission # 1816435 Notary Public - California , r,% San Dis90 County I i Comm. fwjins Oet 6. 2012 Page 9 of 9 PROMISSORY NOTE SECURED BY SECURITY AGREEMENT San Diego, California June 5, 2009 1. For value received, the undersigned, RAMESH PATEL ("Borrower" or "Carpe Diem Hospitality, LLC), 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 and no/100 Dollars ($15,000) (the "Loan Amount"). 2. The "Effective Date" of this Note is June 5, 2009, 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 Economic Development Loan Agreement or the Security Agreement entered into between the Borrower and Lender on June 5, 2009, 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 Economic Development Loan Agreement or the Security Agreement (all collectively, the "Economic Development Loan Agreements"), the Economic Development 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, which is the Effective Date of this Note. 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 Economic Development Loan 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. 1 Promissory Note 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. 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 Economic Development 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 Economic Development Loan Agreements, or on the occurrence of any other event that, under the terms of any of the Economic Development 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 computer hardware, and hotel office equipment, furniture and fixtures valued at approximately S25,000, as loan collateral, which is 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 Economic Development Loan Agreements, as well as the Security Agreement, and is entitled to the benefits of the Economic Development 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 V of the Economic Development 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 Promissory Note 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 Economic Development 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 Economic Development 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 Economic Development 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 Economic Development 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 Promissory Note In witness whereof, the undersigned has caused this Promissory Note to be executed. Dated: 0 r; I° c IP Borrower: Carpe Diem Hospitality, LLC dba Howard Johnson Express: By By: State of Cal•fl ornia Di NO ) County of { _ On before me, kG ns, bin ik, t'U-a,cersonally appeared=Ji\sl. who proved to me on the basis of satisfactory evidence to be the perso%, whose nam� r T� subscribed to the within instrument and acknowledged to me that executed the same in authorized capacit Ramesh Patel, General Partner Nilesh Patel, General Partner , and that by signature n the instrument the perso or the entity upon behf of which the perso 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. Si nature of Notary Public MARTHA BOLANOS !rY : Commission al 1816435 x•., ..� Notary Public - California I San Diego Count Mi Comm. Era Oct 6, 2012 t C 4 Promissory Note SECURITY AGREEMENT This Security Agreement is made and entered into on this 5th day of June, 2009, by and between Carpe Diem Hospitality, LLC ("Debtor"), of 521 Roosevelt Ave., 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: computer hardware, and hotel office equipment, furniture and fixtures valued at approximately $25,000, as loan collateral to secure (1) the Debtor's note of $15,000 to the Secured Party of June 5th, 2009, 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]. X 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 11348 Belladonna Way, San Diego, CA 92121. X The Collateral will be kept at 521 Roosevelt Ave., National City, CA, 91950. X The Debtor's chief place of business is at 521 Roosevelt Ave., National City, CA, 91950. Security Agreement. 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. 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 Sections V through VII of the Economic Development 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 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 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 Califomia 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: 0 } I') DEBTOR Carpe Diem Hospitality, LLC dba Howard Johnson Express Ramesh Patel, General Partner Nilesh Patel, General Partner SECURED PARTY Commun velopm ommission of the City of National City ecutive Director 6 Security Agreement Howard Johnson Express has been in National City for 10 years as a nationally recognized franchisee. Carpe Diem Hospitality has owned the hotel for five years. To date we have spent 750,000 dollars on the property in total renovation and now it is time to bring vistors to the hotel and National City. Wyndham Worldwide has given us the opportunity to install a new property management system to help increase revenue. Soft Hotel is a system to optimize room rates and occupancy during peak and slow sessions. The property management system comes with a team of people shopping the internet and making sure we are competitive in rates. We will launch our own marketing campaign to bring visitors to National City. The average consumer goes online to book hotel rooms. The Internet plays a critical role in the hospitality industry as well in today's marketplace. A web optimized site is critical in today's market place more than ever. We will spend eight thousand dollars into Milestone a company with a proven track record in the hotel industry to bring customers into National City. Two front attacks on marketing will help us bring more people to the hotel, which in turn will bring more business to local attractions and revenue to the city in the form of transit occpancy tax. Nilesh Patel Exhibit A SoftHotel Installation Order Form and Agreement between WWC Supplier Services Inc. ("we" or "us") and the Franchisee ("you"). "' PRICES ARE SUBJECT TO CHANGE"' SOFTNOTEL Quote Date: Monde . November 03 2008 SITE INF MATION: Customer: Contact: Address: Howard Johnson #13225 Site #: Neil Patel Phone #: 521 Roosevelt Ave Fax #: National City,CA 91950 # of Rooms: Email: npatel@synergyhotelgroup.com 13225 (619) 474-6517 (619) 477-3295 64 SOFTHOTEL INSTALLATION ITEM QTY UNIT PRICE TOTAL Lenovo ThinkCentre M55e SFF 80GB HD Intel Core 2 Duo Processor 1GB RAM Lenovo ThinkCentre M55e 3.0GHz 1GB RAM -80GB Hard Drive DVDRW System Management & Protection Software (AV. Spyware, Unicenter Suite: AM, SD. RA) Software Integration (required for each workstation) Installation Charge for Existing Workstation(s) (see conditions on Page 2) Existing Computer Brand: Dell Model: DualXeon Qty i Existing Computer Brand: IBM Model: 8144 Qty: 1 0 0 0 0 2 $ 706.65 $ 757.05 $ 105.00 $ 50.00 $ 75.00 $ 11 150 ' 00 1, 1 '1 I; I Samsung 19" SyncMaster LCD Samsung 19" SyncMaster Wde Screen LCD Samsung 22" SyncMaster Wide Screen LCD California Recycle Fee - ACT 2005 Existing Monitor Brand: Platscmen Model- 15" Qty 2 Existing Monitor Brand Model Qty o 0 0 0 0 $ 207.84 $ 225.15 $ 294.34 $ 8 00 $ 1 I ' i 'II1'� i I III 'J J,'-- OkiData B4600n Mono Printer w/ High Yield Toner 27ppm OkiData 66300n Mono Laser Printer w/ High Yield Toner 35ppm OkiData C5400n Color Laser Printer w/ High Yield Toner 24ppm HP LaserJet 4250n Mono Laser Printer Lexmark N4000e External Print Server Installation Charge for Existing Printer(s) (see conditions on Page 2) Existing Printer Brand: Lexmark Made/ T630 Qty: 1 Existing Punter Brand: Model Qty: 0 0 0 0 0 0 1 $ 328.42 $ $ 1,075669..2001 $ 762.30 $ 114.45 $ 25.00 $ r I I • 1 I I li III 11' 25 00 Ili III 3COM 8-Port OfficeConnect Gigabit Switch Belkin 25' Cat 5 Cable Edgeport- 4 USB to 4 Port Serial Adapter Belkin Edgeport Cable DB25M/DB9F - 1' US Robotics 56K V.92 External Modem Belkin Serial Modem Cable 6' Smart750VA 120USB UPS USB Magtek Credit Card Reader Equipment Rental Fee 512MB DDR II RAM Existing Accessories Brand' 3 Comm Switch Model' Qty 1 Existing Accessories Brand: UPS Model: Tnpplite Qty, 1 0 0 1 1 0 0 0 1 2 0 $ 83.98 $ 5.72 $ 226,80 $ 2.28 $ 82.95 $ 2.1g;', $ 106.77 $ 58.80 $ 200.00 $ 29.00 $ 'II 1 1 11 , it I v 1 i11, I ,� 11 1!!' 'I p III 687.88 '11 1 Ground Shipping r 1. $ PMS Software and PM Training and Installation SoftHotel Software On -Site SoftHotel Training & Installation Services Revenue Management Services Trainer Travel and Expenses Extra Man Day On -Site 11„,110[[„1 1 F1tulnl:llll 1 1 1 1 0 II 1 11 ; 1 III ! I' II 1i III I� 1 �� VJ 'III , i I' II '11 $ I 1 1 1 15,004 1' ' 11 . 1 11 11 �11 !1Pii II 1� 0 Multi Site Discount Site(s) 16497 F 10407 If 9467 1 - Call Accounting Interface Included at no charge Credit Card Interface 1 1 Exhibit B Rt siness/ Property Information 1. Year Built: icy/ c Square Footage .S h c,t Parcel Number 2. Is this an Historical Register Building: Yes No )( (check one) Is this is a business of known local significance Yes No X (check one) 3. Describe proposed project and impact on taxable sales. rA.E.4 U ,,s,, OF Sc-k blokel lam law,., a _ So - Kota is 4 .?r 1-� r\p„ Jy S� wrEh ft tltiwt. mRnc+�mu �-°�A1''/1. }del i� CAT ax SaJJ.e� (lam isi tr.-1I I..6. Or eeri i Sea cy -frr /1 q" u,oi t j k bill (\ Gt, 3 4-3atV— J 4. Proposed start date: I/1/2.o0'1 Proposed completion date: a.► $/o2ooy 5. Number of Employees .3 Sales Tax Revenue Generated this Year $ NCIOO,c X' TOT Tate. 6. Please indicate how many full-time (FT) and part-time (PT) jobs will be Retained or Created once the project is completed? Retained Created Officials & Managers FT PT FT PT Professionals FT PT FT PT Technicians FT PT FT PT Sales FT '+ PT FT PT Office/Clerical FT PT FT PT Craft (Skilled) FT PT FT PT Operations (Semi -skilled) FT PT FT PT Laborers (Unskilled) FT PT FT PT Service Workers FT 5 PT FT PT P 7. Attended the CBL Workshop? 8. Project Criteria BUSINESS: Yes 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? Yes No Has a current Business License issued by City of National City (show proof)? Yes No Is located within National City's Redevelopment Area? (See attached map) Yes k No Creates Additional Jobs? If yes, how many? Part Time Full Time Yes No Located within a Community Benefit District (PBID) and is in good standing? - Yes No Applicant has prior business experience in ownership or management? Yes No Has a business plan and marketing plan? x Yes No Applicant's business complies with all ADA ; .)4 Yes No Has been in operation for more than 5 year Yes No Has been in operation for more than 10 yez Exhibit C Project Cost Soft Hotel System $13,116.88 Milestone Website $8,500.00 Total project Cost 21,116.80 Project Contribution Carpe Diem will infuse additional five thousand dollars into the total project cost. With the launch of a new website we will release newspaper ads in to our feeder markets and corporate client so now they can book online with us. We also will add a new toll free number to track website business to the hotel. Collateral Computer hardware and hotels hard goods will be used to meet loan requirements. Sale Tax Revenue Carpe Diem Hospitality has increased revenue over the last five years. We have increased revenue by $100,000 from previous owners, which adds $10,000 in transit occupancy tax to the National City budget. Our goal is to add $100,000 to gross revenue in the next two years by increasing our marketing budget. Quote Requirement Due to the requirements by Wyndham Worldwide we are allowed to get only one type of property management system. Website Quotes Exhibit C We have pulled two website quotes. The third company did not return our call. Hotel industry specific website designers are currently not located in National City. Milestone comes with a proven track record with us. While TravelClick comes recommend from other local hotel management companies in town. UCC FINANCING STATEMENT FOLLOW INSTRUCTIONS (Mmrl end back) CAREFULLY A. NAME & PHONE OF CONTACT AT FLER (o Aiasi l( Mike DaDa, City Clerk, City of National City, (619) 336-4226 B. SEND ACKNOWLEDGMENT TO: (Morns rrd Addrabs) {Mike Dalia Office of the City Clerk City of National City 1243 National City Blvd. National City, CA 91950 L J 09-7204874031 08/03/2009 17:00 L p lnFILLEDSICIOTART OF sTaTa oy 21929910002 THE MOVE SPACE IS FOR FILING OFFICE USE ONLY 1. DEBTOR'S EXACT FULL LEGAL NA E•inwieray Rdtblonwno{t*rib)-do not abbmlateorornbbrrrrtr OR to ORGANRATIOMB NAME Carve Diem Hospitality, LLC 15 INOPROUALSLASTNAME FIRST NAME MIDDLE NAME SUFFIX to MAA.NGADCRESS 471 North Magnolia Ave. CRY El Cation STATE CA POSTAL CODE 92020 COUTRY U.S. 10. IIMOIMIncia ADM *WO RE 11s. TYPE OF ORGANIZATION CROANEAREMOVED TAX I LLC 1f. JURISDICTION OF ORGANIZATION ) California 1P ORGANIZATIONAL D.. a any CA200325300002 RADN,; 2. AODmONAL DEBTOR S EXACT FULL LEGAL NAAE-iirtoiyypa *AAA Arno onwa9 -do not eternise r carbine names OR 2m. ORGAIVATION'S NAME 2b. NONUUALS LAST NAME FIRST NAME LIME NAME SUFFD( 2a MNLNG ADDRESS CRY STATE POSTAL CODE COUNTRY 2d.OSSMISIKESEn ADM INFO RE 12e. TYPE OF ORGANIZATION ORGANIZATION DEBTOR 21'.JURISDICnON OF ORGAN12ATTON 2µ ORGANIZATIONAL D a, s r+f L 1NONE a.SECINiED PARTYS NAME (aNAMEo 1OTALASSIGNEEalASSIGNOR SIP.L,wtanl,amsecuad Aaerrwrw(3aor3b) 3a ORGANIZATIONS NAME Community Development Commission (CDC) of the City of National C CR 3b INDIVIDUALS LAST NAME FIRST NAME MIDDLE NAME SUFFIX 9 MNUNG ADDRESS 1243 National City Blvd. CITY National City STATE CA POSTAL CODE 91950 COUNTRY U.S. • 4. Tin FNANCNG STATEMENT vows Ma Following colWrN: Computer hardware, and hotel office equipment, furniture and fixtures valued at approximately S25,000. 5. (ALTERNATIVE DESIGNAXH,EQf JLLEBSEEAESSOR �� RAILEonNLOR 1!ELLn UYER IAG. UEN INOMLI C FILING 6' I '�TMF RCCORO6DAAXbi� Add s "" IV ase�Au N' T' ,,ni mONAI FFF1 SEPACH DIM." I N Gm. Dab.1 I !DAMN 2 O. OPTIONAL FILER REFERENCE DATA 515,000 Economic Development Loan Program, CDC of National City, CA, DBA Howard Johnson Express, Ramesh Patel International Association of Commercial Admin stratcla (IACAT FLING OFFICE COPY — UCC FINANCING STATEMENT (FORK{ UCCI) (REV. O5/22/02) SECRETARY OF STATE STATE OF CALIFORNIA UCC Filing Acknowledgement 08/06/2009 CITY OF NATIONAL CITY 1243 NATIONAL CITY BLVD NATIONAL CITY CA 91950 Page 1 of 1 Filing Fee: $10.00 Total Fee: $10.00 The California Secretary of State's Office has received and filed your document. The information below reflects the data that was indexed in our system. Please review the information for accuracy. Included is an image of the filed document to assist you in your review. If you find a potential error, please notify the UCC Section at the number listed below at your earliest convenience. Filing Type: Financing Statement File Date: 08/03/2009 File Time: 17:00 Filing Number: 09-7204874031 Lapse Date: 08/03/2014 Debtor(s): ORGANIZATION CARPE DIEM HOSPITALITY, LLC Secured Party(ies): ORGANIZATION 471 NORTH MAGNOLIA AVE. EL CAJON CA USA 92020 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. UNIFORMCOMMEACIAL CODE 150011TH STREET, RED FL SACRMIENTO, CA 95816 PO SOX 942E35 SACRAMENTO, CA 94235- 000. [9I6)653-3516 RI IYS:INCCCONNECT SOS. CA WV PROGRAMS ARCHIVES, BUSINESS PROGRAMS, ELECTIONS, REFORMATION TECHI1OLOOY, CALIFORNIA STATE IESTORY BERMS., MANAGEMENT SERVICES, SAPP AT HOLM, DOMESTIC PARTNERS REGISTRY, NOTARY PUBLIC, POLITICAL REFORM 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 : 2192991 NATIONAL CITY CA 91950 Date : 08/06/2009 Item Name / Reference No. Status Amount Financing Statement - 2 pages 09-7204874031 Processed $10.00 or less Check 228320 Received $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. UNIFORM COMMERCIAL CODS 1500 IMP STREET, IND FL SAC.AME TO, CA 95814 PO BOX 943335. SACRAMENTO, CA M235d001•9166533516- HI-IPSJRTCCCONNLCTSS.CAGOV PROGRAMS ARCHIVES, BUSINESS PROGRAMS, ELECTIONS, INFORMATION TECHNOLOGY, CALIFORNIA STATE HISTORY MUSEUM. MANAGEMENT SERVICES, SAFE AT HOME, nnuvnIC PARTNERS REGISTRY, NOTARY PUBLIC, POLITICAL REFORM