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HomeMy WebLinkAbout2009 CON CDC Maysoon Hallak / Y & M General Wholesale - 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 Maysoon Hallak doing business as Y&M General Wholesale, [BUSINESS OWNER], located at 2626 South Port Way, Ste. E, National City, CA, 91950, on October 21, 2009, to participate in the ECONOMIC DEVELOPMENT 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 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. 4. BUSINESS OWNER seeks to participate in the EDLP to implement a new inventory and accounting system and restore their marketing campaign. 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: EDL Agreement Y & M Wholesale Page 1 of 10 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. AGREEMENT is defined as this AGREEMENT entered into between the CDC and BUSINESS OWNER(s). BUSINESS OWNER(s) is defined as the person(s) on Title on the business Fictitious Business Name Statement with the County of San Diego. Business Property is defined as the pledged collateral by the BUSINESS OWNER(s) to the CDC as security for debt repayment. CDC is defined as the Community Development Commission of National City, and its authorized representatives, officers, officials, directors, employees and agents. 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 the CDC or its agent administering this program. Contractor is defined as a contractor selected through the bidding process to complete the business improvements per this AGREEMENT. Note (the NOTE) is defined as the certain promissory note in the total principal amount of Fifteen Thousand Dollars (515,000) 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. Owner is defined as the Community Development Commission (CDC). Parcel is defined as the unit of real property as identified within the County Recorder's documents. Participant is defined as the Property and/or BUSINESS OWNER of the property to which the business improvements are made. Program Manager is defined as the designated representative for the CDC's Economic Development Loan Program. EDL Agreement Y & M Wholesale Page 2 of l 0 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. 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. Total Cost Expenditure is defined as the total actual costs incurred by and paid for completing the project. I1. PROPERTY/ BUSINESS OWNER(S) RESPONSIBILITIES 1. The Business Owner shall sign the EDL Program Application and submit to the Program Manager by October 21, 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 October 21.2009. 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 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 EDL Agreement Y & M Wholesale Page 3 of 10 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. III. CDC'S RESPONSIBILITIES 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 ($15,000) for the purpose of improving the business at 2626 South Port Way, Ste. E, 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 is incorporated herein by reference, and recorded against the pledged BUSINESS PROPERTY. EDL Agreement Y & M Wholesale Page 4 of 10 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 Y& M Wholesale located at 2626 South Port Way, Ste. E, National City, CA, 91950, are maintained for at least five (5) years from the Completion Date of the improvements, the Loan will be forgiven and BUSINESS OWNER(S) shall not be required to repay the loan to the CDC. However, should the BUSINESS be sold, hypothecated, vacated, leased, transferred, assigned, or alienated on or before five (5) years from the Completion Date of the improvements, this Loan shall be repayable in full by the BUSINESS OWNER(S) to CDC, upon demand, with interest, at the option of the CDC. 2. Interest shall be calculated at 8.5 % per annum simple interest retroactive to the date of the Loan. Unless BUSINESS OWNER(S) has complied with the terms of the AGREEMENT, the Loan identified shall constitute a lien upon the Business in the amount of the loan plus interest computed. 3. BUSINESS OWNER(S) has pledged Datsun Forklift Model CFG003-1/ Serial Number 6398 valued at approximately $3,000; 2001 Isuzu Tilt Cab NPR/ Vin # JALC4B14817008479 valued at approximately $18,000; 2000 Toyota Camry Sienna Van / Vin # 4T3ZF13C1YU184390 valued at approximately $5,940; 1999 Toyota Camry LE/ Vin # JT2BF22K3X0179719 valued at approximately $3,500; Gateway Computer GT5481E valued at approximately $350; Intel Premium 2.0GHz GHC valued at approximately $250; HP Pavilion AMD AthlonTM 64 Processor 3700 valued at approximately $350; Intel Premium 2.0 GHz 256 MB of RAM valued at approximately $250; as loan collateral.. 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. EDL Agreement Y & M Wholesale Page 5 of 10 VIII. RECORDATION OF AGREEMENT The BUSINESS OWNER(S) and the CDC agree that this AGREEMENT and/or the Security 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 Twelve (12) 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. X. PROJECT FUNDING The CDC has determined that this Project qualifies for Redevelopment Funds. The CDC agrees, as detailed in this AGREEMENT, to loan BUSINESS OWNER 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 EDL Agreement Y & M Wholesale Page 6 of 10 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 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. EDL Agreement Y & M Wholesale Page 7 of 10 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 wwit'.dir.ca.gov/DLSR/statisiics 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. 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 partiesor 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. F.DI. Agreement Y & M Wholesale Pale 8 of 10 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 , 2009. COMMUNITY DEVELOPM NT Dated this day of 641, 2009. Approved as to form. GE By EIS City Attorney audia ' . Silva Senior A. stant City Attorney EXHIBITS: A - Scope of Work B - Project Bids C - Report to CDC CO By Brad utive Director MAYSOON HALLAK DOING BUSINESS AS Y & M General Wholesale: By /041-‘---P---- Maysoon Hallak, Sole Proprietor EDL Agreement Y & M Wholesale Page 9 of 10 State of California County of San Diego On before me,_ ,the undersigned, a Notary Public in and for the County of San Diego, State of California , personally appeared Brad Raulston who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within ECONOMIC DEVELOPMENT Loan AGREEMENT 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. Signature of Notary Public EDL Agreement Y & M Wholesale Page 10 of 10 ACKNOWLEDGEMENT State of California County of San Diego On , before me, Michael R. Dalla, City Clerk, personally appeared BRAD RAULSTON, Executive Director, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacities, and that by his signature on the instrument, the person, or the entity upon behalf of which the persons acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature Michael R. Dalla, CMC, City Clerk (Seal) EDL Agreement Y & M Wholesale Page 10 of 10 EDLP Scope of Work For Y & M General Wholesale 1. Point of Sale/ Accounting System 2. Inventory Software and Equipment 3. Marketing Exhibit A AN ;(;I -,I) 0 L 9_I T I 0 N 9655 Granite Ridge Dr, San Diego, CA 92123 1.858-429-3000 f 858-429-3099 Sold To Y & M Wholesale Sandra Hallak 2626 Southport Way Suite A San Diego. CA 91950 Phone 619-477-6225 Fax Salesperson jmott Line Description P.O. Number 1 PowerEdge T410 PowerEdge T410 Chassis w/up to 6 Cabled HDs and Quad -Pack LED Diagnostics T410C [224-6305] 1 Operating System No Operating System NOOS (420-6320] 11 Memory 6GB Memory (3x2GB), 1333MHz, Dual Ranked UDIMMs for 1 Processor 6GUD1P [317-0226] 3 Keyboards, Mice, Displays and Related Devices Keyboard and Optical Mouse, USB, Black, English KMENG [310-8360][310-9638] 4 Processor Intel® Xeon® E5502, 1.86Ghz, 4M Cache, 800MHz Max Mem E5502 [317-1209] 6 Additional Processor Single Processor Only 1 P [311-3928][317-1301] 7 1st Hard Drive HD Multi -Select HDMULTI [341-4158] 8 Embedded Management iDRAC6 Express DRAC6X [313-7920] 14 Internal Optical Drive DVD-ROM, SATA, Internal DVDS [313-6765][313-7842] 16 System Documentation Electronic System Documentation, OpenManage DVD Kit with DMC EDOCSD [330-4150][330-5280] 21 Hard Drive Configuration Add -in PERC6/i (SATAISAS Controller) supporting 3-6 Hard Drives - RAID 5 AP36R5 [341-9227] 27 Hardware Support Services 3Yr Basic Hardware Warranty Repair 5x10 HW-Only, 5x10 NBD Onsite U3OS [993-7042][994-2200] [994-4019][994-5938](994-5939] [994-6517] 29 Installation No Installation NOINSTL [900-9997] 32 Power Supply Power Supply, Redundant, 580W 58ORNDT [330-4146] 36 Power Cords 2xNEMA 5-15P to C14 Wall Plug, 125 Volt, 15 AMP, 10 Feet (3m), Power Cord 2125V10 [310-8509][310-8509] 38 QUOTE Number AAAO1680-05 Date Aug 26, 2009 Ship To Y & M Wholesale Sandra Hallak 2626 Southport Way Suite A San Diego, CA 91950 Phone 619-477-6225 Fax Ship Via Terms Net 15 days Manufacture Part # Vendor Part # Qty Unit Price Ext. Price 1 $2,250.60 $2,250.60 PRICES SUBJECT IC CHANGE - PRICES BASED UPON TOI AL PURCHASE - ALL DELIVERY. TRAINING OR CONSULTING SERVICES TO BE BILLED AT PUBLISHED RATES FOR EACH AC T IVI T Y INVOLVED - GENERAL.LY ALL HARDWARE COMPUTER COMPONENTS PROPOSED ABOVE ARE COVERED BY A (. IMITED ONE YEAR WARRANTY. COVERING PARTS AND LABOUR FOR HARDWARE ONI Y AND ON A ()FPO' BASIS - WE SPECIFICALLY DISCLAIMS ANY AND ALL 'WARRANTIES. EXPRESS OR IMPLIED. INCLUDING BUT NOT LIM'TED TO ANY IMPLIED L,VARRANTIFS OR WITH REGARD TO ANY LICENSED PRODUCTS WE SHALL NU: BE LIABLE FOR ANY LOSS OF PROFITS BUSINESS, GOODWILL. nA LA IN n-PPIIP: oN nF w icwFcc NGP Fr, INCIDENTIAL OR CONSEQUENTIAL MERCHANTABILITY OR FITNESS OE PURPOSE. DAMAGES RELATED TO THIS AGREEEMENT. MI 10/19/09 12:24:00 Exhibit B Line Description Hard Drives (Multi Select) (4) 146GB 15K RPM Serial -Attach SCSI 3Gbps 3.5-in Cabled Hard Drive 146A153 [341-9244][341-92441[341-9244][341-9244] 1209 2 OLP WIN SMALL BUS SVR STD 2008 SNGL NL 5 CLT QUALIFIED 3 OLP WIN SMALL BUS CAL STE 2008 SNGL NL USER CAL 4 *'"*Network Upgrade Components (Please include BDR Agreement along with quote)*** 5 Trend Micro WORRY -FREE BUS SEC ADV UPG-C 2-25U • 6 Fortinet, Inc BNDL FORTIGATE 30B PREMIUM COMPLETE CONTENT PROT 7 PowerConnect 2824 PowerConnect 2824, 24 1GbE Ports, 2 Ports with SFP option, Web Managed PC2824 [224-5880] 1 Hardware Support Services 1Yr Basic Hardware Warranty Repair: 5x10 HW-Only, 5x10 NBD Parts 1 PD [988-7357][993-9140][994-3037] 29 Installation Services No Installation NOINSTL [900-9997] 32 8 APC SMART -UPS SC 1500VA 120V 9 LASERJET P2035N PRINTER U.S ENGLISH LOCALIZATION 10 SBS 2008 Media Kit 11 Postini - AntiSPAM 12 ***Workstation Upgrade -Includes Monitors*** 13 OpttPlex-sou Desktop Opt!Plex360 DesktopBase 36PSDT [224-0473] 1 Operating System(s) Genuine Windows Vista Business Bonus -Windows XP Professional downgrade XP33BDP [310-91621[467-70171[468-35591 11 Processors Intel® Pentium® Dual Core Processor E5300 (2.60GHz,2M,800MHz,FSB) E53266 [317-0138] 2 Memory 2.0GB DDR2 Non-ECC SDRAM, 800MHz, (1 DIMM) 2G2N81 [311-7443] 3 Keyboard Dell USB Keyboard, No Hot Keys EUSB [330-1987] 4 Monitors Dell 20 inch E2009W Widescreen E209FPW [320-7084] 5 Video Card Integrated Video, Intel® GMA3100 INTVID [320-5766] 6 Boot Hard Drives 80GB 7200 RPM SATA 3.OGb/s and 8MB DataBurst Cache'"' 80S [341-2961] 8 Floppy Drive No Floppy Drive NFD [341-3838] 10 Mouse New Dell USB Optical Mouse with Scroll, All Black Design USBOBLK [330-2733] 12 Removable Media Storage Devices 16X DVD+/-RW SATA, Roxio Creator"' CyberlinkPowerDVDT"' DRM16 [313-67461[421-0536][421-1189] 16 Thermals Opti 360 Heat Sink,DT HS360DT [330-2080] 17 Speakers Dell AX210 Two Piece Speakers, Black A225 [313-6515] 18 Power Supply OptiPlex 360 Desktop Chassis with Standard Power Supply PS360DT [330-2078] 20 Documentation Documentation, English with 125 Volt US Power Cord DOCENG [330-17101[330-1711] 21 Productivity Software Microsoft® Office 2007 Basic PRICES SUBJECT TO CHANGE - PRICES BASED UPON TOTAL PURCHASE - ALL DELIVERY, TRAINING OR CONSULTING SERVICES TO BE BILLED AT PUBLISHED RATES FOR EACH ACTIVITY INVOLVED - GENERALLY ALL HARDWARE COMPUTER COMPONENTS PROPOSED ABOVE ARE COVERED BY A LIMITED ONE YEAR WARRANTY, COVERING PARTS AND LABOUR FOR HARDWARE ONLY AND ON A DEPOT BASIS - WE SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR WITH REGARD TO ANY LICENSED PRODUCTS. WE SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS, BUSINESS, GOODWILL, DATA, INTERRUPTION OF BUSINESS, NOR FOR INCIDENTIAL OR CONSEQUENTIAL MERCHANTABILITY OR FITNESS OF PURPOSE, DAMAGES RELATED TO THIS AGREEEMENT. MINIMUM 15% RESTOCKING FEE WITH ORIGINAL PACKAGING. Manufacture Part # Vendor Part # IQty Unit Price Ext. Price PowerEdge T410 T72-02558 6UA-02673 CMUM0000 FG-30B-BDL-US PowerConnect 2824 PowerEdge T410 U95312 1 $913.42 $913.42 U96325 3 $65.80 $197.40 Q93755 PowerConnect 2824 BG2371 7 1 1 $32.64 $331.86 $266.38 $228.48 $331.86 $266.38 SC1500 G54879 1 $343.31 $343.31 CE462A#ABA U34863 Miscellaneous Postini - AntiSPAM 1 $249.00 $249.00 1 $29.99 $29.99 7 $35.00 $245.00 7 $692.-t2 $4 844.84 Continued On Next Page ... 10/19/09 12:24:00 Page 2 of 3 Line Description 1Manufacture Part # Vendor Part # QtyUnit Price rExt. Price and Adobe Acrobat 9.0 STD BASO7AD Optiplex 360 [410-1862][420-6711] 22 Dell Energy Smart No Energy Smart Selected NOESMRT [467-3564] 25 Resource DVD Resource DVD - contains Diagnostics and Drivers for Vista systems RDVD [330-3686] 27 Hardware Support Services 3 Year Basic Limited Warranty and 3 Year NBD On -Site Service U3YOS [990-7712][990-9750][992-18071[992-1808] 29 Installation No Onsite System Setup NOINSTL [900-9987] 32 Ship Packaging Options Shipping Material for System, Neo Desktop DTSHIP [330-1187] 41 Windows 7 Upgrade Program Info Windows 7 Upgrade Web Site WIN7UP [468-3168] 461 14 Environmental Waste Fee for LCD Displays Environmental Waste Fee 15 Shipping and Handling Fee Shipping 16 Estimated Service Hours for Scope of Work for items listed above 8 $16.00 $128.00 1 $268.97 $268.97 1 $5,500.00 $5,500.00 SubTotal $15,797.25 Tax $853.94 Shipping $0.00 Total $16,651.19 PRICES SUBJECT TO CHANGE - PRICES BASED UPON TOTAL PURCHASE - ALL DELIVERY, TRAINING OR CONSULTING SERVICES TO BE BILLED AT PUBLISHED RATES FOR EACH ACTIVITY INVOLVED - GENERALLY ALL HARDWARE COMPUTER COMPONENTS PROPOSED ABOVE ARE COVERED BY A LIMITED ONE YEAR WARRANTY, COVERING PARTS AND LABOUR FOR HARDWARE ONLY AND ON A DEPOT BASIS - WE SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR WITH REGARD TO ANY LICENSED PRODUCTS. WE SHALL NOT BE LIABLE FOR ANY LOSS OF PROFITS, BUSINESS, GOODWILL, DATA. INTERRUPTION OF BUSINESS, NOR FOR INCIDENTIAL OR CONSEQUENTIAL MERCHANTABILITY OR FITNESS OF PURPOSE, DAMAGES RELATED TO THIS AGREEEMENT. MINIMUM 15% RESTOCKING FEE W ITH ORIGINAL PACKAGING. 10/19/09 12:24:00 Page 3 of 3 Form W`9 (Rev. October 20D7) Deoartmeel of rive rreesory Interne' Revenue Service Request for Taxpayer Identification Number and Certification Give form to the requester. Do not send to the IRS. Print or type See Specific Instructions on page 2. Name (as shown on your income lax return) Managed Solution LLC Business name, If different from above Check appropriate box: ❑ Individual/Sole proprietor VI Corporation ❑ Partnership II Limited liability company, Enter the tax claesiiication (D-disregarded entity, C=corporation, P=partnership) ► II 0tei (see instructions) ► Exempt • payee Addmss (number, street, and aptor suite no.) 9655 Granite Ridge Drive Suite 550 Requester's name and address (optional) City. state. and ZIP code San Diego, CA 92123 list account ruimhora) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given or Line 1 to avoid backup withholding. For individuals, this is your social security number (SSN). Flowever, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number. see How to get a TIN on page 3 Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter. Social security number or Employer identification number 20 1301269 Part II Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for number to be Issued to me), and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am rto longer subject to backup withholding, and 3. I am a U.S. citizen or other U.S. person (defined below). Certtllcation Instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, Item 2 does not apply. For mortgage interest paid. acquisition or abandonment of secured property, cancellation of debt, contributions to an Individual retirement arrangement (IRA), and generally, payments other than interest and dividends. you are not required to sign the Certification, hut you must provide your correct TIN. See tinstructions on page 4. Sign Here Signature of U.S. person ) General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Purpose of Form A person who Is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured properly, cancellation of debt, or contributions you made to an IRA. Use Form W-9 only If you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a nurnber to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income. Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9. 10/' /o Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien, • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, • An estate (other than a foreign estate), or • A domestic trust (as defined in Regulations section 301.7701-7), Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners' share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership Is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, it you are a U.S. person that Is a partner in a partnership conducling a trade or business In the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income. The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases: • The U.S. owner of a disregarded entity and not the entity, Date lei Cat. No. 10231X Form W-9 (Rev. 10-2007) Your Quote as promised! INKHOUSE - Yahoo! Mail Page 1 of 1 MAIL Your Quote as promised! INKHOUSE Monday, May 11, 2009 6:28 PM From, "Shawn Syed [InkHouser cShawnC ll nkhouse.corn> To: "Susan" busanhailak©yahoo.coru Shawn Syed.vcf (4KB) Hello Susan, It's always a pleasure to speak with you! Below states the pricing for the requested flyers... Please don't hesitate to call me if you have any further needs. Flyer (11x17, 100 L.b. Gloss book, 2 sided, 1-Fold, Full color with AQ coating) Quantity Investment 1,000 $461.88 P.S. WE'RE PUSHING A LOT OF FLYERS FOR MY CORPORATE ACCOUNTS THIS MONTH... AND THEREFORE I'M GETTING A HUGE PRICE BREAK! THIS PRICING IS SUBJECTED TO CHANGE IN THE NEXT TWO WEEKS... Thank you, Shawn Syed. Shawn Syed C.E.O. In!3-ious' (Graphic Design & Print Co.) (858) 292-3300Tel (858) 292-3301Fax 5776 Ruffin Road San Diego, CA, 92123 http://us.mc317.mail.yahoo.com/mc/showMessage?pSize=25&sMid=64&tid=Inbox&sort... 5/19/2009 LOAN REQUEST SUMMARY SIIEET Short Project Description: We would like to implement a new point of sale/accounting system to be able to handle the customers we will be getting through and ad campaign we would like to run with a local mailing house. Our new system will help us be more organized and efficient. Total Project Cost: S15k Use of Funds and Per item cost based on most competitive bid: The majority of the funds will go towards the new POS/Accounting system however whatever is left over will go towards our marketing efforts. Applicants Project Contribution: Whatever is needed to complete the project within a reasonable range. SBDITC/Student recommendations showing a direct link to proposed use of grant funds: See attached sheet of student recommendations. Status Update on SBDITC/student recommendations met to date: N/A List of available Collateral to secure the loan: Forklift. (3) company vehicles. (4) Computers, furniture and fixtures, 400K inventory. Number of jobs and sales tax revenue generated in the last 2 fiscal years: 18 jobs in the last two years. Exhibit C 557235as2 12104,2O08 8:27 AM P5 5 1040 Labe (See instruct orb on page 12-) Use the IRS label. Otherwise, please p, int or type, Presidential A E Erection Compeign I► 1 2 3 Filing Status Check Only one box. r t l Head M household mah-q—affyirip person). (See page 12.) If SinJ the ou5ilying person is a child tut not your dependent enter R. Maniac filing jointly (even d only one had income) ( this child's name here. It. Married hI i aeparelely. Enter SpL Ouae'a SSN above 5 Qualitying wldow(er) wan dependent chid (sec page 14) and full name here. } Yourrolf. If some -PIP ran Hain you as a deiaendent, do not check box 6a Check hero If you, or your Spouse if fiting jointly, want Pin on to this fund (See page 12) Exemption! If more than four dependents, see pope 15. Income Attach Form(s) W-2 here. Also attach Forms W-2G and 109E-R if tax was withheld. it you did not get a W-2, see page 1 g. Enclose, but do not Oaach, any payment. Also, please use Form 1040-V. Adjusted Gross income 6a b Spouse Dependents: (11 First name Last name 12) Dependent's social security number Department or the Treswry—•Imams! Revenue SetVice 0 ���y� U.S. Individual Income Tax Return 5e) Far the year Jan. 1-1)ee. 21. 2007. or other LAX year beginning Your fest name ar14 initial Last Hama 1 YOUNAN B]ALLM 20D7 ending IRS Line Only -Do not write; or otopio in thie WScwi, 20 If BON rearnpoi.se's e and ir'rh•r':� Last name IdAYS0011 )7ET.T.A-Kf Horne address (number and Street). If you have a P,C( box, see page 12. 10913 CALLE TEZAC Apt. no. OME No 1545-0074 Your social security number 557-23-6852 Spouse's social security number 566-45-8111 You must enter A your SSN(s) above A City, town cr post office, state. and 21P cede. If you have a foreign address, see page 12. Checeng a box below will not LA MESA CA 91941 change 1 gyour tau or refund. f t ! You ri Spouse (31 Dependent's rolaoonsntc to you } 1 d Total number of exemptions daimed .... 7 napes. salaries. Its. etc AOsch Form(s) W2 8e) Taxable interest Attach Schedule 53 If required b 9a b 10 11 12 13 14 15a 16a 17 16 19 20a 21 22 29 Edtnrtnrexpenses (see page 26) Tax-exempt interest Do not include an line 8a Ordinary dividends. Attach Schedule B if required Civalfied dividends (sec page 19) 7 8a Boxes checked on Ge end fib No. of children on 64 who: • lived with you • did not live with you due to divorce or separation (see page 16) 2 Dependents 0r1 6c not mitred above_.___ Add numbers on 2 lines above ► 12,000 327 9b 1_ 71 Taxable refunds, Credits, or offsets of state and local income taxes (see page 20) r C-EZ Alimony received Business income or (loss). Att3Ch Schedule C Capital gain or (lose). Atbob Schedule e u require Other gains or (losses)_ Attach Form 4797 IRA distributions 158 I Pensions and annuities 16a If nil ,641Irr4 deck nem ► _ _ , b Taxable amount (see page 21) b Taxatrie euirount (see page 22) Rental real estate, royalties, partnerships, S o porations, trusts, etc. Attach Schedule E Farm income or (ioce). Attach SChrodule F Unemployment compensation Social security benefits 1 20a I I b Taxable amount (see page 24) Other in.ome List type and amount (see page ka) _ ... _ . . . ... .... .. . . Add the amounts in the far r;ht Column for Toes 7 throuc0 21- This is your total Income lie 23 24 Certain business expenses of reservists, perfopning artists, and fee -basis government officials. Attach Form 21p6 or 2106•EZ 25 Health savings account deduction. Attach Fora 13889 26 Moving expenses..Attach Form 3903 27 One-half of self-employment tax, Attach Schedule SE 28 Self-employed SEf . SIMPLE, and qualified plans 29 Self-employed health insurance deduction (sett Page 26) 30 Penalty on early withdrawal of savings 310 Alimony paid b Recipients SSN 12 IRA deduction (see page 27) 33 Student loan interest deduction (see page 30) 34 Tuition and tees deduction. Attach Form 5917 35 Domestic production oelivities deduction. Attugh Form 8603 7,620 10 11 12 13 14 17,275 -3,000 15b lab 17 18 19 20b 21 24 25 26 27 1.220 28 29 11,892 30 31a 32 33 34 35 22 36 Arid lines 23 Through 31a and 32 through 35 37 Subtract line 36 from line 22. This is your adjusted gross Income For Disclosure, Privacy Act, and Paperwork Reduction Act Notice, see page 83. 36 4,222 13,112 n ac 37 21 110 Fern, 1040 (2007) ,n101111100 oC ELERS, OWNERS COVERAGE PART DECLARATIONS ERS PAC PLUS POLICY NO.: I-680-7388H811-TCT-08 ISSUE DATE: 10-10-08 One Tower Square, Hartford, Connecticut 05183 ING COMPANY: 1TRAVELERS INDEMNITY COMPANY OF CONNECTICUT LICY PERIOD: From 11-19=08 to 11-is-oe 12:01 A.M. Standard Time at your moiling address. M OF BUSINESS: INDIVIDUAL COVERAGES AND LIMITS OF INSURANCE: Insurance applies only to an item for which a limit" or the word "included" is shown. �I .t��7CC!IJRRENCE FORM General Aggregate (except Product;-Camploted Operations products -Completed Operations Aggregate Limit 'Per§anal and Advertising Injury Limit latch Occurrence Limit iiam'age to Premises Rented to You Medical Payments Limit (any one person) COMMERCIAL GENERAL LIABILITY COVERAGE Limit) 6U5LNESSOWNERS PROPERTY COVERAGE %1ED41CTIBLE AMOUNT: Businessowners Prorerty Coverage: [ Building Glass: USINESS INCOME/EXTRA EXPENSE LIMIT: es {eriod of Restoration -Time Period: �11I� 'DDITI0NAL COVERAGE: Fine ArtS: O r.rr 1.111.110111 LIMITS OF INSURANCE 2,000,000 $ 2,000.000 $ 1.000.000 $ 1,GOU.000 $ 300,000 $ 6,000 $ 500 per occurrence. $ 500 per occurrence. Actual loss subjedt to a maximum limit of $ 1,118,040 Immediately $ 25,000 other additional coverages apply and may be changed by an endorsement. head the policy. 4PECIAL PROVISIONS: COMMERCIAL GENERAL LIABILITY COVERAGE IS SUBJECT TO A GENERAL AGGREGATE LIMIT tor 'ro 01 02 Os Page 1 of 02) Please PROMISSORY NOTE SECURED BY SECURITY AGREEMENT San Diego, California October 21, 2009 1. For value received, the undersigned, MAYSOON HALLAK ("Borrower" or "Y & M General Wholesale"%, 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 (S15,000) (the "Loan Amount"). 2. The "Effective Date" of this Note is October 21, 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 October 21, 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 a Datsun Forklift Model CFG003-1/ Serial Number 6398 valued at approximately $3,000; 2001 Isuzu Tilt Cab NPR/ Vin # JALC4B14817008479 valued at approximately $18,000; 2000 Toyota Camry Sienna Van / Vin # 4T3ZF13C1YU184390 valued at approximately $5,940; 1999 Toyota Camry LE/ Vin # JT2BF22K3X0179719 valued at approximately $3,500; Gateway Computer GT5481E valued at approximately $350; Intel Premium 2.0GHz GHC valued at approximately $250; HP Pavilion AMD AthlonTM 64 Processor 3700 valued at approximately $350; Intel Premium 2.0 GHz 256 MB of RAM valued at approximately $250; 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 2 Promissory Note. 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. 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 3 Promissory Note. 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. In witness whereof, the undersigned has caused this Promissory Note to be executed. Dated: \d (21 0 Borrower: Maysoon Hallak doing business as Y & M General Wholesale By: Maysoon Hallak, o Proprietor State of California ) County of:3031 b ) OnOd% Gr 6009 before me, Aka.) t ii )S J laikl )ubl lc , personally appearedgNsoon lohooAkicciwho proved to me on the basis of skatisfactory evidence to be the persoiN whose name)(%i /are subscribed to the within instrument and acknowledged to me that "heait/trey executed the same inihi. lheeljtheic authorized capacity, and that by their signaturesignatur44 on the instrument the personN, or the entity upon behalf of which the person acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public MARTHA SOLANOS Commission # 1816495 Noary Public - California Son amp Cwnty Oct 6, 20/2 -( Comm 4 Promissory Note. SECURITY AGREEMENT This Security Agreement is made and entered into on this 21st day of October, 2009, by and between MAYSOON HALLAK doing business as Y & M General Wholesale ("Debtor"), of 2626 South Port Way, Ste. E, 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: Datsun Forklift Model CFG003-1/ Serial Number 6398 valued at approximately $3,000; 2001 Isuzu Tilt Cab NPR/ Vin # JALC4B14817008479 valued at approximately $18,000; 2000 Toyota Camry Sienna Van / Vin # 4T3ZF13C1YU184390 valued at approximately $5,940; 1999 Toyota Camry LE/ Vin # JT2BF22K3X0179719 valued at approximately $3,500; Gateway Computer GT5481E valued at approximately $350; Intel Premium 2.0GHz GHC valued at approximately $250; HP Pavilion AMD AthlonTM 64 Processor 3700 valued at approximately $350; Intel Premium 2.0 GHz 256 MB of RAM valued at approximately $250; as loan collateral, to secure (1) the Debtor's note of $15,000 to the Secured Party of October 21st, 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 10913 Calle Tezac, La Mesa, CA, 91941. X The Collateral will be kept at 2626 South Port Way, Ste. E, National City, CA, 91950 X The Debtor's chief place of business is at 2626 South Port Way, Ste. E., 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. 2 Security Agreement 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 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 3 Security Agreement and payable, at the option of the Beneficiary, as stated in SectionsV 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. 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; 4 Security Agreement 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 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 Parry'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. 5 Security Agreement (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. (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. (0 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: DEBTOR Maysoon Hallak doing business as Y & M General Wholesale By:,/i 7 Maysoon Hallak, Sbole Proprietor SECURED PARTY Community Development Commission of the City of National City By: j ston, Executive Director 6 Security Agreement UCC FINANCING STATEMENT FOLLOW INSTRUCTIONS (front and back) CAREFULLY A. NAME & PHONE OF CONTACT AT FLER [optional] Mike DaDa, City Clerk, City of National City, CA (619) 336-4226 8. SEND ACIONOWI.EDONENT TO: (Noma and Address) M Iike DaDa Office of the City Clerk City of National City 1243 National City Blvd. National City, CA 91950 L J 09-7215696742 11130/2009 17:00 S'ffa•(111fRammerADC STATE 180100002 IICC i CTtraa THE ABOVE SPACE IS FOR FLING OFFICE USE ONLY 1. DEBTOR'S EXACT FULL LEGAL NAME- ila.naNyaaadaaarams(iso l.T.do ndaMs.Nmlaacoabins nem . OR 1.. ORGANIZATIONS NAME 1b. INDNOUAL'SLASTNAME HALLAK FIRST NAME MAYSOON MIDDLE NAME SUFFJX 10 MALINO ADDRESS 2626 South Port Way, Ste. E CITY National City 1d. LESSICSUOSZNI ADM INFO RE I1m- TfPE OF ORGANIZATION 1f. JURISDIC'IONOFOROANI7_AIION ORGANI REMOVED DEIROR ZATIO' I Sole Proprietorship County of San Diego STATE CA POSTAL CODE 91950 1 a. ORGANIZATIONAL ID #. f any COUNTRY U.J. nNONE 2. ADDITIONAL DEBTORS EXACT FULL LEGAL NAME - Mead Only ma dsatr Imam (20 or 2b) - do not aeendota a samba, names OR 2s. ORGANRATTONTS NAME 2e MIOIWOUALS LAST NAME FIRST NAME MIDDLE NAME SUFFIX 2c. MAULING ADDRESS CITY STATE POSTAL CODE COUNTRY 2d. ADM INFO RE' 2 . TYPE OF ORGANIZATION ORGANIZATION DEBTOR 2T. JURISDICTION OF ORGANIZATION 20. ORGANZATIONAL ID#, Tay n NONE 3. SECURED PARTr'S NAME(or NAMEafiOTALASSIGNEEMAssIONORSP)-Irr.rtonlymaaswmdpatywns poor%) 3a ORGANIZATIONS NAME Development Commission (CDC) of the City of National City OR 3b. INDIVIDUALS LAST NAME FIRST NAME MIDDLE NAME SJFRX 3c. MAAJNGADDRESS 1243 National City Blvd. CITY National City STATE CA POSTAL CODE 91950 COUNTRY U.S. 4. ThI. FlNANala3 STATEMENT caveat W. haawma collateral: Dateun Forklift Model CFGO03-1/ Serial Number 6398 valued at approximately $3,000; 2001 Isuzu Tilt Cab NPR/ Vin # JALC4B14817008479 valued at approximately $18,000; 2000 Toyota Camry Sienna Van / Vin # 4T3ZF13C1YU184390 valued at approximately $5,940;1999 Toyota Camry LE/ Vin # JT2BF22K3X0179719 valued at approximately $3,500; Gateway Computer GT5481E valued at approximately $350; Intel Premium 2.OGHz GHC valued at approximately $250; HP Pavilion AMD AtblonT 64 Processor 3700 valued at approximately S350; Intel Premium 2.0 GHz 256 MB of RAM valued at approximately $250; as loan collateral. 5. ALTERNATIVE DESIGNATION mgelicald• �JILESSEE/LESSOR IHCONSIGNEFJCONSIGNOR BAILEE ALLOR IISELLER/BUYER I !AG. LIEN NON-UCC RUNG B. rim.. FINANCING STATE is is be Wd {Tar raoadJ (a lamdad) in u. REAL I y- CMaek b R! +gerRCH REPORT(&) on D.Ma(a) j I 1 !ESTATE RECORDS_ AINch AddrMrn fY.E icdoI.I rADDiMNAI FE£1 Iooaata1 I AM Dahl. t aNAer1 ( lOeator2 IL OPTIONAL FILER REFERENCE DATA $15,000 Economic Development Loan Program, CDC of National City, CA. & Y&M General Wholesale (Mayeoon Hallak)) International Association of Commercial Administrators (LACA) FLING OFFICE COPY — UCC FINANCING STATEMENT (FORM UCC!) (REV. 05122102) SECRETARY OF STATE STATE OF CALIFORNIA UCC Filing Acknowledgement 12/03/2009 NATIONAL CITY CHAMBER OF COMMERCE 901 NATIONAL CITY BOULEVARD NATIONAL CITY CA 91950-3203 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 Filing Number: 09-7215696742 Debtor(s): INDIVIDUAL File Date: 11/30/2009 File Time: 17:00 Lapse Date: 11/30/2014 HALLAK, MAYSOON, , 2626 SOUTH PORT WAY, STE. E NATIONAL CITY CA USA 91950 Secured Partv(ies): ORGANIZATION COMMUNITY DEVELOPMENT COMMISSION (CDC) OF THE CITY OF NATIONAL CITY 1243 NATIONAL CITY BLVD. NATIONAL CITY CA USA 91950 Filing by the Secretary of State is not conclusive proof that all conditions for securing priority have been met. Ensuring that accurate information is on the document to be filed is the responsibility of the filing party. If this filing is challenged, the Secretary of State does not guarantee that the filing is legally sufficient to secure priority under UCC Article 9 and expressly disclaims any liability for failure of the filing party to secure priority resulting from the information contained in the filed document, or the lack of information on the filed document. UNIT ORM COMMERCIAL CODE 150011T15 STREET, )NDFL•SACRAMENTO, CA 95816-PO BOX 9L:835-SACRAMENTO,=A54235-0001-:51E0653-3516 STIPSJNCCCONNECT. SOS. CA COY PROGRAMS AR CLOVES, BUSINESS PROGRAMS, ELECTIONS, INFORMATION TECHNOLOGY, CALIFORNIA STATE HISTORY MUSEIN., MANAGEMENT SERVICES, SAFE AT HOME,DOMESTIC PARTNERS REGISTRY, NOTARY PUBLIC. POLITICAL REFORM SECRETARY OF STATE STATE OF CALIFORNIA Packing Slip Page 1 of 1 NATIONAL CITY CHAMBER OF COMMERCE Customer Account No: 26280907 901 NATIONAL CITY BOULEVARD Batch No : 2318010 NATIONAL CITY CA 91950-3203 Date : 12/03/2009 Item Name / Reference No. Status Amount Financing Statement - 2 pages 09-7215696742 Processed $10.00 or less Check 15568 Retained $10.00 Total Fees Charged : Total Payment Received : Total Debited From Customer Account : Balance Credited to Customer Account : Amount to be Refunded : $10.00 $10.00 $0.00 $0.00 $0.00 Note Unless specifically requested, overpayments are credited to your Customer Account for future use. Any balance credited to the Customer Account may be refunded upon request. MI6 ORM COP+FIIRCIAL CODY 150011156 STREET, WD FL SACRAIVIE9CC. CA 9581, PO BOX 963835- SACRAMENTO, CA 96255-0001- 9166533516- HTTPSYNCCC0143ECCSS CA 00V PAOG1AM16 AR6711IV84,BUSE'AS5 PROGRAMS.ELECTIONS, 1NPORMADON TECHNOLOGY, CALrORNIA STATE BISTORY MUSEUS, MANACESHENr SERVICES, SAFE AT HOME. 0001E3= PARTNERS RE015T32Y. NOTARY PUBLIC, POLDTCAL REFORM