HomeMy WebLinkAbout2010 CON CDC Mile of Cars Assoc. - Freeway Signage Rehab LoanFREEWAY SIGN REHABILITATION LOAN AGREEMENT
By and Between the
CITY OF NATIONAL CITY COMMUNITY
DEVELOPMENT COMMISSION
and
MILE OF CARS ASSOCIATION, A NONPROFIT
MUTUAL BENEFIT CORPORATION
07/13/10
DOCSOC/1414542v4/200191-0002
TABLE OF CONTENTS
Page
100. DEFINITIONS 2
200. COMMISSION ASSISTANCE 4
201. Commission Rehabilitation Loan 4
202. Disbursement of Commission Rehabilitation Loan 4
203. Conditions Precedent to Disbursement to Participant 4
204. Repayment of Commission Rehabilitation Loan 4
205. Assumption of Commission Rehabilitation Loan 5
206. Hazardous Materials 5
300. REHABILITATION OF THE SIGNAGE 6
301. Scope of Work 6
302. Defects in Rehabilitation 6
303. Land Use Approvals and Permits 6
304. Time of Performance 6
305. Insurance Requirements 7
306. Indemnity 7
307. [Intentionally Omitted.] 8
308. Relocation Obligations 8
309. Release of Construction Covenants 8
310. Taxes and Assessments 8
311. Compliance With Laws 9
400. COVENANTS AND RESTRICTIONS 9
401. Use in Accordance with Redevelopment Plan and Municipal Code 9
402. Operating Covenant 10
403. Maintenance Covenants 10
404. Nondiscrimination Covenants 10
405. Effect of Violation of the Terms and Provisions of this Agreement After Completion
of Rehabilitation 11
500. DEFAULTS AND REMEDIES 12
501. Default Remedies 12
502. [Reserved] 12
503. Termination by the Commission 12
504. Acceptance of Service of Process 12
505. Rights and Remedies Are Cumulative 12
506. Inaction Not a Waiver of Default 12
507. Applicable Law 13
600. GENERAL PROVISIONS 13
601. Notices, Demands and Communications Between the Parties 13
602. Enforced Delay; Extension of Times of Performance 13
603. Transfers of Interest in Signage or Agreement. 14
604. Relationship Between Commission and Participant 14
605. Commission Approvals and Actions 14
606. Counterparts 14
607. Integration 14
07/13/10
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TABLE OF CONTENTS
(Continued)
Page
608. Real Estate Brokerage Commission 15
609. Attorneys' Fees 15
610. Titles and Captions 15
611. Interpretation 15
612. No Waiver 15
613. Modifications 15
614. Severability 15
615. Computation of Time 15
616. Legal Advice 15
617. Time of Essence 16
618. Cooperation 16
619. Conflicts of Interest 16
620. Time for Acceptance of Agreement by Commission 16
621. Non -Liability of Officials and Employees of the Commission to the Participant 16
622. Non -Liability of Members, Officials, and Employees of the Participant to the
Commission 16
Attachment No. 1
Attachment No. 2
Attachment No. 3
Attachment No. 4
Attachment No. 5
ATTACHMENTS
Scope of Work
Promissory Note
Security Agreement
Release of Construction Covenants
Maintenance Agreement
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FREEWAY SIGN REHABILITATION LOAN AGREEMENT
This FREEWAY SIGN REHABILITATION LOAN AGREEMENT ("Agreement") is
entered into as of July 8, 2010, by and between the CITY OF NATIONAL CITY COMMUNITY
DEVELOPMENT COMMISSION, a public body, corporate and politic ("Commission"), and
MILE OF CARS ASSOCIATION, a California nonprofit, mutual benefit corporation
("Participant").
RECITALS
The following recitals are a substantive part of this Agreement:
A. The Commission is authorized and empowered under the Community Redevelopment
Law, California Health and Safety Code Section 33000, et seq. ("CRL"), to assist in the
redevelopment of real property within a redevelopment project area in conformity with a
redevelopment plan adopted for such area.
B. Participant is the owner of three (3) separate freeway signs with electronic displays in
the City of National City, the first located approximately at 339 W. 8th Street visible from
Interstate 5 ("I-5 Sign"), the second at 1615 E. 14th Street visible from Interstate 805 ("I-805 Sign"),
and the third at 1728 Sweetwater Road visible from California State Highway 54 ("Hwy 54 Sign").
Collectively the I-5 Sign, the I-805 Sign, and the Hwy 54 Sign shall be referred to hereinafter as the
Signage and the property underlying each is referred to herein as the "Properties."
C. This Agreement is subject to the provisions of the CRL, the commercial rehabilitation
loan program policies and standards adopted by the Commission, and the Redevelopment Plan for
the National City Redevelopment Project. The foregoing provide for the rehabilitation of existing
structures located in the Project Area (as that term is defined and described in the Redevelopment
Plan) through loans and other forms of Commission assistance to make them safe and sound in all
respects, attractive in appearance, and not detrimental to the surrounding areas.
D. The Commission and the Participant desire by this Agreement for the Commission to
agree to make a loan ("Commission Rehabilitation Loan") for the rehabilitation ("Rehabilitation") of
the existing equipment and improvements constituting the Signage, and for the Participant to cause
the Rehabilitation of the Signage as provided herein. The Commission agrees to provide the
Commission Rehabilitation Loan in order to assist the Participant in the Rehabilitation of the
Signage.
E. The Commission further desires to enter into this Agreement to ensure Participant's
redevelopment and operation of the Signage because, pursuant to the CRL and the Redevelopment
Plan, such actions will help to eliminate blight in the Project Area. The Commission's making of the
Commission Rehabilitation Loan to the Participant, and the Participant's Rehabilitation of the
Signage pursuant to the terms of this Agreement, is in the vital and best interest of the City of
National City, and the health, safety and welfare of its residents.
NOW, THEREFORE, the Commission and the Participant hereby agree as follows:
DOC SOC/ 1414542v4/200191-0002
100. DEFINITIONS
"Agreement" means this Freeway Sign Rehabilitation Loan Agreement by and between the
Commission and the Participant.
"City" means the City of National City, a California municipal corporation.
"Commission" means the City of National City Community Development Commission, a
public body, corporate and politic, exercising governmental functions and powers and organized and
existing under Chapter 2 of the Community Redevelopment Law and any assignee of or successor to
its rights, powers and responsibilities.
"Commission Rehabilitation Loan" means the loan from the Commission to the Participant
for the Rehabilitation of the Signage, as set forth in Section 201.
"Community Redevelopment Law" or "CRL" means California Health and Safety Code
Section 33000, et seq.
"County" shall mean the County of San Diego.
"Date of Agreement" means the date inserted in the first paragraph of this Agreement.
"Default" means the failure of a party to perform any action or covenant required by this
Agreement within the time periods provided herein following notice and opportunity to cure, as set
forth in Section 501 hereof.
"Governmental Requirements" means all laws, ordinances, statutes, codes, rules,
regulations, orders and decrees of the United States, the State of California, the County, the City or
any other political subdivision in which the Signage is located, and of any other political subdivision,
agency or instrumentality exercising jurisdiction over the Commission, the Participant or the
Signage.
"Hazardous Materials" means any substance, material or waste which is or becomes
regulated by any local governmental authority, the State of California or the United States, including,
but not limited to, any material or substance which is (i) defined as a "hazardous waste," "extremely
hazardous waste," or "restricted hazardous waste" under Sections 25115, 25117 or 25122.7, or listed
pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5
(Hazardous Waste Control Law), (ii) defined as a "hazardous substance" under Section 25316 of the
California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter -Presley -Tanner Hazardous
Substance Account Act). (iii) defined as a "hazardous material," "hazardous substance," or
"hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20,
Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a
"hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20,
Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) friable asbestos,
(vii) polychlorinated biphenyls, (viii) methyl tert butyl ether, (ix) listed under Article 9 or defined as
"hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California
Administrative Code, Division 4, Chapter 20, (x) designated as "hazardous substances" pursuant to
Section 311 of the Clean Water Act (33 U.S.C. Section 1317), (xi) defined as a "hazardous waste"
pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901,
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et seq. (42 U.S.C. Section 6903) or (xii) defined as "hazardous substances" pursuant to Section 101
of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.
Section 9601, et seq.
"Maintenance Agreement" means the agreement to be executed by the Participant in the
form of Attachment No. 5 which is attached hereto and incorporated herein.
"Notice" is defined in Section 601 hereof.
"Participant" means the Mile of Cars Association, a California nonprofit, mutual benefit
corporation, and its successors and assigns.
"Promissory Note" means the Promissory Note attached hereto as Attachment No. 2, to be
executed by the Participant in favor of the Commission for the repayment of the Commission
Rehabilitation Loan, as set forth in Section 201 hereof.
"Properties" is defined in Recital B.
"Redevelopment Plan" means the Redevelopment Plan for the National City Redevelopment
Project, approved and adopted by the City Council of the City of National City as most recently
amended by Ordinance No. 2007-2295. Such ordinance and the Redevelopment Plan as so approved,
merged and amended arc incorporated herein by reference.
"Redevelopment Project" means National City Redevelopment Project Area adopted by the
City pursuant to the Redevelopment Plan.
"Rehabilitation" means the rehabilitation of the Signage as set forth herein and in the Scope
of Work.
"Release of Construction Covenants" means the document which evidences the
Participant's satisfactory completion of the Rehabilitation of the Signage, as set forth in Section 309
hereof, in the form of Attachment No. 4 hereto which is incorporated herein.
"Scope of Work" means that certain Scope of Work attached hereto as Attachment No. 1 and
incorporated herein, which describes the scope, amount and quality of the Rehabilitation of the
Signage by the Participant.
"Security Agreement" means the Security Agreement attached hereto as Attachment No.3, to
be executed by the Participant in favor of the Commission, and recorded as security for the
repayment of the Promissory Note, as set forth in Section 201 and Section 204 hereof.
"Signage" means the three (3) freeway signs with electronic displays that are to undergo
Rehabilitation pursuant to his Agreement, specifically, the 1-5 Sign. the I-805 Sign, and the Hwy 54
Sign each defined and described in Recital B.
"Transfer" is defined in Section 603.1 hereof.
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200. COMMISSION ASSISTANCE
201. Commission Rehabilitation Loan. The Commission hereby agrees to loan to the
Participant the sum of six hundred seventy-five thousand dollars ($675,000) ("Commission
Rehabilitation Loan"), subject to the terms and conditions set forth in this Agreement, and subject
further to the terms and conditions set forth within the documents and instruments to be executed in
connection with this transaction, including the Promissory Note and Security Agreement.
202. Disbursement of Commission Rehabilitation Loan. Within thirty (30) days
following satisfaction of the conditions precedent set forth in Section 203 hereof, the full sum of the
Commission Rehabilitation Loan minus fifteen thousand dollars ($15,000) for associated transaction
costs shall be payable to or on behalf of the Participant.
203. Conditions Precedent to Disbursement to Participant. The following conditions
are conditions precedent to the Commission's obligation to make the disbursement of the
Commission Rehabilitation Loan:
a. Execution and Delivery of Documents. Participant shall have executed and
delivered to the Commission the Promissory Note, the Security Agreement and any other documents
and instruments reasonably required to be executed and delivered by Participant. Participant shall
also file the UCC-1 Financing Statement attached as Exhibit A to the Security Agreement.
b. Request for Payment. Participant shall have submitted a request for
payment to the Commission, together with invoices from all contractors and subcontractors and any
other requested information and documents with respect to the scope and cost of the Rehabilitation of
the Signage.
c. Inspection of Work. The Commission shall have inspected the
Rehabilitation work and shall have determined that the work of improvement has been completed in
accordance with this Agreement and the Scope of Work, and has been completed in a reasonably
satisfactory manner in accordance with the standards of the construction industry.
d. Permits and Approvals/Business License. The Participant shall have
received all permits land use approvals for the Rehabilitation of the Signage required pursuant to
Section 303 hereof. In addition, Participant shall have a current business license from the City.
c. Insurance. The Participant shall have taken out and maintained or shall have
caused its contractor to take out and maintain the insurance policies which are required pursuant to
Section 305 hereof.
f. Compliance With Municipal Code. Participant shall have constructed the
Signage in compliance with this Agreement and the National City Municipal Code.
g. No Default. There shall exist no condition, event or act which would
constitute an Event of Default (as hereinafter defined) hereunder or which, upon the giving of notice
or the passage of time, or both, would constitute an Event of Default.
204. Repayment of Commission Rehabilitation Loan. Participant hereby agrees to
execute a Promissory Note in the form attached hereto as Attachment No. 2 and incorporated herein,
by which Participant shall agree to repay to the Commission the full amount of the Commission
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Rehabilitation Loan, on or before the twentieth (2Oth) anniversary of the disbursement made pursuant
to Section 202 hereof ("Maturity Date"). Interest shall accrue at the rate of two percent (2%) per
annum upon such obligation (provided that in the event such interest rate exceeds the maximum
interest which may be lawfully charged, then this Agreement and the Promissory Note shall be
deemed to instead provide for interest to be charged at the highest interest rate that may be charged
pursuant to applicable laws). Pursuant to the terms of the Promissory Note, the Participant shall
make eighty (80) equal payments of Ten Thousand Thirty and 4/100s Dollars ($10,030.04) each, on a
quarterly basis, commencing upon the date three months from the date the disbursement of the
Commission Rehabilitation Loan, and made every three months thereafter until and through the
Maturity Date. The full principle of the Commission Rehabilitation Loan, together with any other
amounts as may become due and payable to the Commission pursuant to the Promissory Note, shall
be due and payable to the Commission upon the occurrence of any violation or failure of Participant
to perform under one or more of the provisions of this Agreement, including, without limitation the
attachments hereto (an "Event of Default") which is not cured within the time set forth herein, or
sooner upon the sale or other transfer of the Signage, or the sale or transfer of a controlling interest in
the Participant. The obligations under the Promissory Note shall be secured by the Security
Agreement.
205. Assumption of Commission Rehabilitation Loan. The Commission Rehabilitation
Loan is made to Participant based upon Participant's unique operational experience and expertise,
and is specific to the Participant. Accordingly, neither this Agreement nor the Promissory Note shall
be assignable or assumable by successors and assigns of Participant, except to permitted transferees
pursuant to Section 603 hereof.
206. Hazardous Materials.
206.1 Participant Disclosure. Participant hereby represents that it is not aware of
and has not received any notice or communication from any government agency having jurisdiction
over the Properties notifying Participant of the presence of surface or subsurface zone Hazardous
Materials in, on, under, or around the Properties, or any portion thereof.
206.2 Participant Precautions. Participant shall take all necessary precautions to
prevent the release into the environment of any Hazardous Materials which are located in, on, under,
or around the Properties. Such precautions shall include compliance with all Governmental
Requirements with respect to Hazardous Materials. In addition, Participant shall install and utilize
such equipment and implement and adhere to such procedures as are consistent with commercially
reasonable standards as respects the disclosure, storage, use, removal and disposal of Hazardous
Materials.
206.3 Indemnity. Participant agrees to indemnify, defend and hold Commission
harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability,
deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees),
resulting from, arising out of, or based upon (i) the release, use, generation, discharge, storage or
disposal of any Hazardous Materials on, under, in or about, or the transportation of any such
Hazardous Materials to or from the Properties during the period that the Participant owns any portion
of the Properties, no matter when such claim, action, suit or proceeding is first asserted or begun and
no matter how the Hazardous Materials came to be released, used, generated, discharged, stored or
disposed of on, under, in or about, to or from the Properties, or by whom or how they are discovered,
or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit,
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judgment or license relating to the use, generation, release, discharge, storage, disposal or
transportation of Hazardous Materials on, under, in or about, to or from, the Properties during the
period that the Participant owns any portion of the Signage. This indemnity shall include, without
limitation, any damage, liability, fine, penalty, parallel indemnity after closing, cost or expense
arising from or out of any claim, action, suit or proceeding, including injunctive, mandamus, equity
or action at law, for personal injury (including sickness, disease or death), tangible or intangible
property damage, compensation for lost wages, business income, profits or other economic loss,
damage to the natural resource or the environment, nuisance, contamination, leak, spill, release or
other adverse effect on the environment. Participant shall not be required hereunder to indemnify the
Commission for the foregoing claims to the extent caused by the sole negligence of, willful
misconduct of, or breach of this Agreement by Commission or their officers, employees, agents,
representatives or volunteers.
300. REHABILITATION OF THE SIGNAGE
301. Scope of Work. Participant shall perform the Rehabilitation of the Signage in
accordance with the Scope of Work and the City Municipal Code. All of the cost of planning,
designing, developing, and rehabilitating the Signage shall be initially incurred solely by the
Participant, subject to full or partial reimbursement by the Commission's disbursement to the
Participant of the Commission Rehabilitation Loan.
302. Defects in Rehabilitation. The Commission shall not be responsible either to the
Participant or to third parties in any way for any defects in the Rehabilitation of the Signage, nor for
any structural or other defects in any work done according to the Scope of Work. The Participant
shall hold harmless, indemnify and defend the Commission, the City and their officers, employees,
agents, representatives and volunteers from and against any claims, suits for damages to property or
injuries to persons arising out of or in any way relating to defects in the Rehabilitation of the
Signage, including without limitation the violation of any laws, and for defects in any work done.
303. Land Use Approvals and Permits. Before commencement of Rehabilitation of the
Signage, and as a Condition Precedent to any disbursement of the Commission Rehabilitation Loan
pursuant to Section 202, Participant shall, at its own expense, secure or cause to be secured any and
all land use and other entitlements, permits, and approvals which may be required for the
Rehabilitation of the Signage by the City or any other governmental agency affected by or having
jurisdiction over such construction or work. Participant shall, without limitation, apply for and
secure, and pay all costs, charges and fees associated therewith, all permits and fees required by the
City, County, and other governmental agencies with jurisdiction over the Signage. Participant shall
also confer with Commission staff prior to commencement of any Rehabilitation work to ensure that
such work complies with the Scope of Work and is eligible for reimbursement pursuant to the
Commission Rehabilitation Loan. Commission staff will work cooperatively with the Participant to
assist in coordinating the expeditious processing and consideration of all necessary permits,
entitlements. and approvals. However, the execution of this Agreement does not constitute the
granting of or a commitment to obtain, approve, or grant any required land use permits, entitlements,
or approvals required by Commission or the City.
304. Time of Performance. Rehabilitation of the Signage shall be commenced no later
than August 1, 2010, and completed no later than December 30, 2010. The Participant shall
continuously and diligently pursue the Rehabilitation to completion and shall not abandon the
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Rehabilitation for more than thirty (30) days except when due to causes beyond the control and
without the fault of Participant as set forth in Section 602.
305. Insurance Requirements. Participant shall take out and maintain or shall cause its
contractors to take out and maintain until the completion of the Rehabilitation of the Signage a
comprehensive general liability policy in the amount of one million dollars ($1,000,000) combined
single limit policy, which shall protect Participant, City and Commission from claims for such
damages. Such policy or policies shall be written on an occurrence form and shall apply separately
to each insured against whom claim is made or suit is brought, except with respect to the limits of the
insured's liability. Participant shall also furnish or cause to be furnished to Commission evidence
satisfactory to the Commission that Participant and any contractor with whom it has contracted for
the performance of work on the Signage or otherwise pursuant to this Agreement carries workers'
compensation insurance as required by law. Participant shall furnish a certificate of insurance
countersigned by an authorized agent of the insurance carrier on a form reasonably acceptable to the
Commission setting forth the general provisions of the insurance coverage. This countersigned
certificate shall name the City and Commission and their respective officers, officials, employees,
agents, and representatives as additionally insured parties under the policy, and the certificate shall
be accompanied by a duly executed endorsement evidencing such additional insured status. The
certificate and endorsement by the insurance carrier shall contain a statement of obligation on the
part of the carrier to notify City and Commission of any material change, cancellation or termination
of the coverage at least thirty (30) days in advance of the effective date of any such material change,
cancellation or termination. Coverage provided hereunder by Participant shall be primary insurance
and not be contributing with any insurance maintained by Commission or City, and the policy shall
contain such an endorsement. The insurance policy or the endorsement shall contain a waiver of
subrogation for the benefit of the City and Commission. All policies shall be written by good and
solvent insurers qualified to do business in California. The required certificate shall be furnished by
Participant at the time set forth herein.
306. Indemnity. Participant shall defend, indemnify, assume all responsibility for, and
hold Commission and City, and their respective officers, employees, agents, representatives and
volunteers harmless from, all claims, demands, damages, defense costs or liability of any kind or
nature (including attorneys' fees and costs) and for any damages to property or injuries to persons,
including accidental death, which may be caused by or arise out of the Participant's performance or
failure to perform its obligations pursuant to this Agreement, whether such activities or performance
thereof be by the Participant or by anyone employed or contracted with by the Participant and
whether such damage shall accrue or be discovered before or after termination of this Agreement.
Participant shall not be required hereunder to indemnify the Commission and City for property
damage, bodily injury or other claims to the extent caused by the negligence of, willful misconduct
of, or breach of this Agreement by City or Commission or their officers, employees, agents,
representatives or volunteers.
The Participant shall have the obligation to defend any such action; provided,
however, that this obligation to defend shall not be effective if and to the extent that Participant
determines in its reasonable discretion that such action is meritorious or that the interests of the
parties justify a compromise or a settlement of such action, in which case Participant shall
compromise or settle such action in a way that fully protects Commission and City from any liability
or obligation. In this regard, Participant's obligation and right to defend shall include the right to hire
(subject to written approval by the Commission and City) attorneys and experts necessary to defend,
the right to process and settle reasonable claims, the right to enter into reasonable settlement
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agreements and pay amounts as required by the terms of such settlement, and the right to pay any
judgments assessed against Participant, Commission, or City. If Participant defends any such action,
as set forth above, it shall indemnify and hold harmless Commission and City and their officers,
employees, representatives and agents from and against any claims, losses, liabilities, or damages
assessed or awarded against either of them by way of judgment, settlement, or stipulation.
307. [Intentionally Omitted.]
308. Relocation Obligations. The parties do not contemplate that the activities to be
conducted pursuant to this Agreement will result in the displacement of any persons subject to the
California Relocation Assistance Law, California Government Code Section 7260, et seq.; however,
the Commission shall be responsible for complying and/or causing compliance with all applicable
federal, state and local laws and regulations concerning the displacement and/or relocation of all
eligible persons and/or businesses from the sites of the Signage, if any, including without limitation,
compliance with the California Relocation Assistance Law, California Government Code
Section 7260, et seq., all state and local regulations implementing such laws, and all other applicable
federal, state, and local laws and regulation relating to relocation. The Participant agrees to
reimburse the Commission, upon demand therefor, for all such costs which are incurred by the
Commission hereunder. The Participant shall use good faith efforts to minimize or prevent, to the
maximum extent feasible, any displacement of existing tenants or other occupants of the Signage, if
any.
309. Release of Construction Covenants. Promptly after completion of the
Rehabilitation of the Signage in conformity with this Agreement, the Commission shall furnish the
Participant with a "Release of Construction Covenants," substantially in the form of Attachment
No. 4 hereto which is incorporated herein by reference. The Commission shall not unreasonably
withhold such Release of Construction Covenants. The Release of Construction Covenants shall be a
conclusive determination of satisfactory completion of the Rehabilitation of the Signage and the
Release of Construction Covenants shall so state. Any party then owning or thereafter purchasing,
leasing or otherwise acquiring any interest in the Signage shall not (because of such ownership,
purchase, lease or acquisition) incur any obligation or liability under this Agreement for the
Rehabilitation of the Signage.
If the Commission refuses or fails to furnish a Release of Construction Covenants,
after written request from the Participant, the Commission shall, within thirty (30) days of written
request therefor, provide the Participant with a written statement of the reasons the Commission
refused or failed to furnish the Release of Construction Covenants. The statement shall also contain
the Commission's opinion of the actions the Participant must take to obtain the Release of
Construction Covenants. Even if the Commission shall have failed to provide such written statement
within such thirty (30) day period, the Participant shall not be deemed entitled to the Release of
Construction Covenants. The Release of Construction Covenants shall not constitute evidence of
compliance with or satisfaction of any obligation of the Participant to any holder of any mortgage, or
any insurer of a mortgage securing money loaned to finance the Rehabilitation of the Signage, or any
part thereof. The Release of Construction Covenants is not a notice of completion as referred to in
Section 3093 of the California Civil Code.
310. Taxes and Assessments. The Participant shall pay prior to delinquency all ad
valorem real estate taxes and assessments on the Signage. The Participant shall remove or have
removed any levy or attachment made on any of the Signage or any part thereof, or assure the
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satisfaction thereof within a reasonable time. The Participant shall not apply for or receive any
exemption from the payment of property taxes or assessments on any interest in the Signage. Nor
shall the Participant appeal or take any action to decrease the assessed valuation of the Signage
during the period of the operating covenant set forth in Section 402 hereof.
311. Compliance With Laws. The Participant shall carry out the design and construction
of the Rehabilitation of the Signage in conformity with all applicable laws, including all applicable
state labor standards, the City zoning and development standards, building, plumbing, mechanical
and electrical codes, and all other provisions of the City's Municipal Code, and all applicable
disabled and handicapped access requirements, including without limitation the Americans With
Disabilities Act, 42 U.S.C. Sections 12101, et seq., California Government Code Sections 4450,
et seq., California Government Code Sections 11135, et seq., and the Unruh Civil Rights Act, Civil
Code Sections 51, etseq. and all applicable state labor and work safety laws and regulations,
including, to the extent applicable, the provisions of Labor Code Sections 1770, et seq. relating to
prevailing wages as to which neither the City nor the Commission makes any representation.
Participant agrees to hold the City and the Commission harmless and to indemnify and defend the
City and the Commission from any claims arising under the provisions of Labor Code Sections 1720,
et seq., including but not limited to the provisions of Labor Code Sections 1726 and 1781.
Participant expressly waives any rights it may have under Labor Code Sections 1726 or 1781. It
shall be the sole responsibility of the Participant to determine the applicability of such laws to the
Rehabilitation of the Signage. Participant agrees to hold harmless, indemnify and defend the
Commission from any claim or liability in connection with the requirements of this section.
311.1 Nondiscrimination in Employment. Participant certifies and agrees that all
persons employed or applying for employment by it, its affiliates, subsidiaries, or holding companies,
and all subcontractors, bidders and vendors, are and will be treated equally by it without regard to, or
because of race, color, religion, ancestry, national origin, sex, age, pregnancy, childbirth or related
medical condition, medical condition (cancer related) or physical or mental disability, and in
compliance with Title VII of the Civil Rights Act of 1964, 42 U.S.C. Sections 2000, et seq., the
Federal Equal Pay Act of 1963, 29 U.S.C. Section 206(d), the Age Discrimination in Employment
Act of 1967, 29 U.S.C. Sections 621, et seq., the Immigration Reform and Control Act of 1986, 8
U.S.C. Sections 1324b, etseq., 42 U.S.C. Section 1981, the California Fair Employment and
Housing Act, California Government Code Sections 12900, et seq., the California Equal Pay Law,
California Labor Code Sections 1197.5, California Government Code Section 11135, the Americans
with Disabilities Act, 42 U.S.C. Sections 12101, et seq., and all other anti -discrimination laws and
regulations of the United States and the State of California as they now exist or may hereafter be
amended. Participant shall allow representatives of the Commission access to its employment
records related to this Agreement during regular business hours to verify compliance with these
provisions when so requested by the Commission.
400. COVENANTS AND RESTRICTIONS
401. Use in Accordance with Redevelopment Plan and Municipal Code. Participant
covenants and agrees for itself, its successors, assigns, and every successor in interest to the Signage
or any part thereof, that the Participant shall, during the term of effectiveness of the Redevelopment
Plan, operate the Signage to the uses specified in this Agreement, the Redevelopment Plan and all
applicable provisions of the City Municipal Code.
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402. Operating Covenant. For a term commencing upon the date of the Promissory Note
and ending twenty (20) years from that date, the Participant hereby covenants and agrees to operate
the Signage on a continuous basis to the display of commercial and community messages in
accordance with law. Except with the prior written consent of the Commission for each instance, as
set forth below, the failure of the Participant to operate the Signage according to the provisions of
this Section 402 for thirty (30) or more consecutive days shall, at the Commission's option, constitute
a Default hereunder; provided, however, that the Participant shall for purposes of this Section 402 be
deemed to be properly operating the Signage during any period that the Participant is prevented from
operating the Signage due to (i) required or necessary rehabilitation of the Signage (provided that the
period during which Signage is not operated as a result of such rehabilitation shall in no event exceed
one hundred eighty (I 80) days), or (ii) floods, earthquakes, fires, or other events of excusable delay
specified in Section 602 hereof which are not in any way due to the acts or omissions of the
Participant.
In the event that the Participant determines that it is necessary to change the use of the
Signage to some other use or uses, the Participant shall submit to the Commission a written request
for the Commission's consent to such change of use. The Participant's notice shall be accompanied
by detailed information regarding the proposed substitute use. Participant's operational qualifications
and experience with respect to the proposed use, and Participant's financial ability to operate the
proposed use. The Commission may, in considering any such request for approval of a change of
permitted use, take into consideration such factors as the Participant's past performance as an
operator of the proposed use, sales and use tax revenues projected to be received from or as a result
of the proposed use of the Signage, legal restrictions applicable to the Commission's assistance of the
proposed use, and similar factors. The Commission agrees not to unreasonably withhold its approval
of any such requested change of permitted use, taking into consideration the foregoing factors. In the
event that the Commission disapproves the proposed use, the Participant may elect to terminate this
Agreement by giving written notice thereof to the Commission, and repaying to the Commission the
full outstanding amount of the Commission Rehabilitation Loan. Such termination shall be effective
upon the repayment in full of the Commission Rehabilitation Loan.
403. Maintenance Covenants. The Participant shall maintain the Signage in compliance
with the terms of the Redevelopment Plan and with all applicable provisions of the City Municipal
Code, and in accordance with the standard of maintenance of similar first class signage in the City.
The Participant shall execute the Maintenance Agreement prior to the disbursement of the
Commission Rehabilitation Loan.
404. Nondiscrimination Covenants. The Participant covenants by and for itself and any
successors in interest that there shall be no discrimination against or segregation of, any person or
group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the
Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and
paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in
the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Signage, nor shall the
Participant or any person claiming under or through him or her, establish or permit any practice or
practices of discrimination or segregation with reference to the selection, location, number, use or
occupancy of tenants, lessees, subtenants, sublessees, or vendees in the Signage. The foregoing
covenants shall run with the land.
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The Participant shall refrain from restricting the rental, sale or lease of the Signage on any of
the bases listed above. All such deeds, leases or contracts shall contain or be subject to substantially
the following nondiscrimination or nonsegregation clauses:
a. In deeds: "The grantee herein covenants by and for himself or herself, his or
her heirs, executors, administrators, and assigns, and all persons claiming under or through them, that
there shall be no discrimination against or segregation of, any person or group of persons on account
of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases
are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (p) of
Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer,
use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any
person claiming under or through him or her, establish or permit any practice or practices of
discrimination or segregation with reference to the selection, location, number, use or occupancy of
tenants, lessees, subtenants, sublessees, or vendees in the premises herein conveyed. The foregoing
covenants shall run with the land."
b. In leases: "The lessee herein covenants by and for himself or herself, his or
her heirs, executors, administrators, and assigns, and all persons claiming under or through him or
her, and this lease is made and accepted upon and subject to the following conditions:
"That there shall be no discrimination against or segregation of any person or
group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the
Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and
paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in
the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein
leased nor shall the lessee himself or herself, or any person claiming under or through him or her,
establish or permit any such practice or practices of discrimination or segregation with reference to
the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or
vendees in the premises herein leased."
c. In contracts: "There shall be no discrimination against or segregation of,
any person or group of persons on account of any basis listed in subdivision (a) or (d) of
Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1,
subdivision (m) and paragraph (1) of subdivision (p) of Section 12955, and Section 12955.2 of the
Government Code, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the
premises which are the subject of this Agreement, nor shall the grantee or any person claiming under
or through him or her, establish or permit any practice or practices of discrimination or segregation
with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants,
sublessees, or vendees in the premises herein conveyed. The foregoing covenants shall run with the
land."
405. Effect of Violation of the Terms and Provisions of this Agreement After
Completion of Rehabilitation. Commission is deemed the beneficiary of the terms and provisions
of this Agreement and of the covenants running with the land, for and in its own right and for the
purposes of protecting the interests of the community and other parties, public or private, in whose
favor and for whose benefit this Agreement and the covenants running with the land have been
provided, without regard to whether Commission has been, remains or is an owner of any land or
interest therein in the Signage or in the Redevelopment Project Area. Commission shall have the
right, if the Agreement or any covenants in any agreement pursuant to this Agreement are breached,
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to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other
proper proceedings to enforce the curing of such breaches to which it or any other beneficiaries of
this Agreement and such covenants may be entitled.
500. DEFAULTS AND REMEDIES
501. Default Remedies. Subject to the extensions of time set forth in Section 602 of this
Agreement, failure by either party to perform any action or covenant required by this Agreement
within the time periods provided herein following notice and failure to cure as described hereafter,
constitutes a "Default" under this Agreement. A party claiming a Default shall give written notice of
Default to the other party specifying the Default complained of. Except as otherwise expressly
provided in this Agreement, the claimant shall not institute any proceeding against any other party,
and the other party shall not be in Default if such party within thirty (30) days from receipt of such
notice has cured such Default, or if such Default is not reasonably capable of being cured within
thirty (30) days, the party shall have immediately, with due diligence, commenced to cure, correct or
remedy such failure or delay and shall have completed such cure, correction or remedy with
diligence.
502. [Reserved]
503. Termination by the Commission. In the event that the Participant is in Default of
this Agreement and fails to cure such default within the time set forth in Section 501 hereof, this
Agreement and any rights of the Participant or any assignee or transferee with respect to or arising
out of the Agreement or the Signage, shall, at the option of the Commission, be terminated by the
Commission by written notice thereof to the Participant. From the date of the Notice of termination
of this Agreement by the Commission to the Participant and thereafter this Agreement shall be
deemed terminated, the Commission shall have no obligations to provide any portion of the
Commission Rehabilitation Loan (if any portion remains undisbursed to Participant at that time)
pursuant to this Agreement or the Promissory Note, and there shall be no further rights or obligations
between the parties, except that such termination shall accelerate the Participant's obligation to repay
any outstanding amount upon the Promissory Note in accordance with the terms thereof.
504. Acceptance of Service of Process. In the event that any legal action is commenced
by the Participant against the Commission, service of process on the Commission shall be made by
personal service upon the Executive Director of the Commission or in such other manner as may be
provided by law. In the event that any legal action is commenced by the Commission against the
Participant, service of process on the Participant shall be made by personal service upon any officer
of Participant or in such other manner as may be provided by law.
505. Rights and Remedies Are Cumulative. Except as otherwise expressly stated in this
Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of
one or more of such rights or remedies shall not preclude the exercise by it, at the same or different
times, of any other rights or remedies for the same default or any other default by the other party.
506. Inaction Not a Waiver of Default. Any failures or delays by either party in
asserting any of its rights and remedies as to any Default shall not operate as a waiver of any Default
or of any such rights or remedies, or deprive either such party of its right to institute and maintain
any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights
or remedies.
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507. Applicable Law. The laws of the State of California shall govern the interpretation
and enforcement of this Agreement.
600. GENERAL PROVISIONS
601. Notices, Demands and Communications Between the Parties. Any approval,
disapproval, demand, document or other notice ("Notice") which either party may desire to give to
the other party under this Agreement must be in writing and may be given by any commercially
acceptable means to the party to whom the Notice is directed at the address of the party as set forth
below, or at any other address as that party may later designate by Notice.
To Commission:
City of National City
Community Development Commission
1243 National City Blvd
National City, California 91950
Attention: Executive Director
Copy to: City Attorney / Commission Counsel
To Participant:
Mile of Cars Association
P.O. Box 1357
National City, California 91950
Attention: Weldon Donaldson
Any written notice, demand or communication shall be deemed received immediately
if delivered by hand and shall be deemed received on the third day from the date it is postmarked if
delivered by registered or certified mail.
602. Enforced Delay; Extension of Times of Performance. In addition to specific
provisions of this Agreement, performance by either party hereunder shall not be deemed to be in
Default, and all performance and other dates specified in this Agreement shall be extended, where
delays or Defaults are due to causes beyond the control or without the fault of the party claiming an
extension of time to perform, which may include without limitation the following: war; insurrection;
strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy;
epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental
restrictions or priority; litigation; unusually severe weather; inability to secure necessary labor,
materials or tools; delays of any contractor, subcontractor or supplier; acts or omissions of the other
party; acts or failures to act of the City or any other public or governmental agency or entity (other
than the acts or failures to act of the Commission which shall not excuse performance by the
Commission); or any other causes beyond the control or without the fault of the party claiming an
extension of time to perform. Notwithstanding anything to the contrary in this Agreement, an
extension of time for any such cause shall be for the period of the enforced delay and shall
commence to run from the time of the commencement of the cause, if notice by the party claiming
such extension is sent to the other party within thirty (30) days of the commencement of the cause.
Times of performance under this Agreement may also be extended in writing by the mutual
agreement of Commission and Participant. Notwithstanding any provision of this Agreement to the
contrary, the lack of funding to complete the Rehabilitation of the Signage shall not constitute
grounds of enforced delay pursuant to this Section 602.
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603. Transfers of Interest in Signage or Agreement.
603.1 Prohibition. The qualifications and identity of the Participant as the operator
of a high quality commercial signage are of particular concern to the Commission. Furthermore, the
parties acknowledge that the Commission has negotiated the terms of this Agreement in
contemplation of the enhancement to local business and tax revenue resulting form the Rehabilitation
of the Signage. Accordingly, for the period commencing upon the date of this Agreement and until
the expiration of the use and operations covenants which are set forth in Sections 401 and 402 hereof,
no voluntary or involuntary successor in interest of the Participant shall acquire any rights or powers
under this Agreement, nor shall the Participant make any total or partial sale, transfer, conveyance,
assignment, subdivision, refinancing or lease of the whole or any part of the Signage, nor shall any
other business be operated thereon, either in addition to or in replacement of the Signage (except as
otherwise approved by the Commission pursuant to Section 402 hereot), (collectively referred to
herein as a "Transfer"), without the prior written approval of the Commission, except as expressly set
forth herein. Any total or partial sale, transfer, conveyance, assignment, subdivision, refinancing or
lease of the whole or any part of the Signage will entitle the Commission to its right of termination of
this Agreement and the acceleration of the repayment of the Promissory Note.
603.2 Assignment by Commission. The Commission may assign or transfer any
of its rights or obligations under this Agreement with the approval of the Participant, which approval
shall not be unreasonably withheld; provided, however, that the Commission may assign or transfer
any of its interests hereunder to the City or any public or private entity controlled by the City or
Commission at any time without the consent of the Participant.
604. Relationship Between Commission and Participant. It is hereby acknowledged
that the relationship between the Commission and the Participant is not that of a partnership or joint
venture and that the Commission and the Participant shall not be deemed or construed for any
purpose to be the agent of the other. Accordingly, except as expressly provided herein or in the
Attachments hereto, the Commission shall have no rights, powers, duties or obligations with respect
to the development, operation, maintenance or management of the Signage.
605. Commission Approvals and Actions. Where an approval or submission is required
under this Agreement, such approval or submission shall be valid for purposes of this Agreement
only if made in writing. Where this Agreement requires an approval or consent of the Commission,
such approval may be given on behalf of the Commission by the Commission Executive Director or
his or her designee. The Commission Director or his or her designee is hereby authorized to take
such actions as may be necessary or appropriate to implement this Agreement, including without
limitation the execution of such documents or agreements as may be contemplated by this
Agreement. The Commission Executive Director is authorized to execute amendments of this
Agreement so long as such amendments do not materially increase the costs to be incurred by the
Commission hereunder or materially decrease the revenues to be received by the Commission
hereunder.
606. Counterparts. This Agreement may be signed in multiple counterparts which, when
signed by all parties, shall constitute a binding agreement. This Agreement is executed in three (3)
originals, each of which is deemed to be an original.
607. Integration. This Agreement contains the entire understanding between the parties
relating to the transaction contemplated by this Agreement. All prior or contemporaneous
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agreements, understandings, representations and statements, oral or written, are merged in this
Agreement and shall be of no further force or effect. Each party is entering this Agreement based
solely upon the representations set forth herein and upon each party's own independent investigation
of any and all facts such party deems material.
608. Real Estate Brokerage Commission. The Commission and the Participant each
represent and warrant to the other that no broker or finder is entitled to any commission or finder's
fee in connection with this transaction, and each agrees to defend and hold harmless the other from
any claim to any such commission or fee resulting from any action on its part.
609. Attorneys' Fees. In any action between the parties to interpret, enforce, reform,
modify, rescind, or otherwise in connection with any of the terms or provisions of this Agreement,
the prevailing party in the action shall be entitled, in addition to damages, injunctive relief, or any
other relief to which it might be entitled, reasonable costs and expenses including, without limitation,
litigation costs and reasonable attorneys' fees.
610. Titles and Captions. Titles and captions are for convenience of reference only and
do not define, describe or limit the scope or the intent of this Agreement or of any of its terms.
Reference to section numbers are to sections in this Agreement, unless expressly stated otherwise.
611. Interpretation. As used in this Agreement, masculine, feminine or neuter gender
and the singular or plural number shall each be deemed to include the others where and when the
context so dictates. The word "including" shall be construed as if followed by the words "without
limitation." This Agreement shall be interpreted as though prepared jointly by both parties.
612. No Waiver. A waiver by either party of a breach of any of the covenants, conditions
or agreements under this Agreement to be performed by the other party shall not be construed as a
waiver of any succeeding breach of the same or other covenants, agreements, restrictions or
conditions of this Agreement.
613. Modifications. Any alteration, change or modification of or to this Agreement, in
order to become effective, shall be made in writing and in each instance signed on behalf of each
party.
614. Severability. If any term, provision, condition or covenant of this Agreement or its
application to any party or circumstances shall be held, to any extent, invalid or unenforceable, the
remainder of this Agreement, or the application of the term, provision, condition or covenant to
persons or circumstances other than those as to whom or which it is held invalid or unenforceable,
shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law.
615. Computation of Time. The time in which any act is to be done under this
Agreement is computed by excluding the first day, and including the last day, unless the last day is a
holiday or Saturday or Sunday, and then that day is also excluded. The term "holiday" shall mean all
holidays as specified in Section 6700 and 6701 of the California Government Code. If any act is to
be done by a particular time during a day, that time shall be Pacific Time Zone time.
616. Legal Advice. Each party represents and warrants to the other the following: they
have carefully read this Agreement, and in signing this Agreement, they do so with full knowledge of
any right which they may have; they have received independent legal advice from their respective
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legal counsel as to the matters set forth in this Agreement, or have knowingly chosen not to consult
legal counsel as to the matters set forth in this Agreement; and, they have freely signed this
Agreement without any reliance upon any agreement, promise, statement or representation by or on
behalf of the other party, or their respective agents, employees, or attorneys, except as specifically set
forth in this Agreement, and without duress or coercion, whether economic or otherwise.
617. Time of Essence. Time is expressly made of the essence with respect to the
performance by the Commission and the Participant of each and every obligation and condition of
this Agreement.
618. Cooperation. Each party agrees to cooperate with the other in this transaction and,
in that regard, to sign any and all documents which may be reasonably necessary, helpful, or
appropriate to carry out the purposes and intent of this Agreement including, but not limited to,
releases or additional agreements.
619. Conflicts of Interest. No member, official or employee of the Commission shall
have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official
or employee participate in any decision relating to the Agreement which affects his personal interests
or the interests of any corporation, partnership or association in which he is directly or indirectly
interested.
620. Time for Acceptance of Agreement by Commission. This Agreement, when
executed by the Participant and delivered to the Commission, must be authorized, executed and
delivered by the Commission on or before thirty (30) days after signing and delivery of this
Agreement by the Participant or this Agreement shall be void, except to the extent that the Participant
shall consent in writing to a further extension of time for the authorization, execution and delivery of
this Agreement.
621. Non -Liability of Officials and Employees of the Commission to the Participant.
No member, official or employee of the Commission or the City shall be personally liable to the
Participant, or any successor in interest, in the event of any Default or breach by the Commission (or
the City) or for any amount which may become due to the Participant or its successors, or on any
obligations under the terms of this Agreement. Participant hereby waives and releases any claim it
may have against the members, officials or employees of the Commission and the City with respect
to any Default or breach by the Commission (or the City) or for any amount which may become due
to the Participant or its successors, or on any obligations under the terms of this Agreement. The
Participant makes such release with full knowledge of Civil Code Section 1542 and hereby waives
any and all rights thereunder to the extent of this release, if such Section 1542 is applicable.
Section 1542 of the Civil Code provides as follows:
"A general release does not extend to claims which the creditor does
not know or suspect to exist in his favor at the time of executing the
release, which if known by him must have materially affected his
settlement with the debtor."
622. Non -Liability of Members, Officials, and Employees of the Participant to the
Commission. No member, official or employee of the Participant shall be personally liable to the
Commission or the City, or any successor in interest, in the event of any Default or breach by the
Participant or for any amount which may become due to the Commission or the City or any
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DOCSOC/1414542v4/200191-0002
successors, or on any obligations under the terms of this Agreement. Commission hereby waives and
releases any claim it may have against the members, officials or employees of the Participant with
respect to any Default or breach by the Participant or for any amount which may become due to the
Commission or the City or any successors, or on any obligations under the terms of this Agreement.
The Commission makes such release with full knowledge of Civil Code Section 1542 and hereby
waives any and all rights thereunder to the extent of this release, if such Section 1542 is applicable.
Section 1542 of the Civil Code provides as follows:
"A general release does not extend to claims which the creditor does
not know or suspect to exist in his favor at the time of executing the
release, which if known by him must have materially affected his
settlement with the debtor."
[Signature blocks begin on next page.]
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IN WITNESS WHEREOF, the Commission and the Participant have executed this
Agreement as of the date set forth above.
COMMISSION:
CITY OF NATIONAL CITY COMMUNITY
DEVELOPMENT COMMISSION, a public body,
corporate and politic
Ron Morrison, Chairman
Commission Secretary
APPROVED AS TO
Straling Yocca Carls• i & Rauth,
Commission Special Chi sel
PARTICIPANT:
MILE OF CARS ASSOCIATION, a California
nonprofit, mutual benefit corporation
Tim T ell. President
AND
By:
Bill Cumming, Vice
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DOCSOC/1414542v4/200191-0002
ATTACHMENT NO. 1
SCOPE OF WORK
Work to be performed by Stanford Sign & Awning:
Manufacture and Install:
• Remove existing Cabinets and Electronic Message Centers, scrap.
• Prep existing poles and footings for new Cabinets, EMC's and pole covers.
• Set up high speed modems for conversion of downloading of data.
• Install new cabinets, pole covers, neon to Stanford Design Spec #9443
For 1-5 Sign (40' double face pylon):
For 1-805 Sign (60' double face pylon):
For Hwy 54 Sign (65' single face pylon):
TOTAL:
$237,500.00
$249,800.00
$172,600.00
$659,900.00 (plus tax if applicable)
DOCSOC/ 1414542v4/200191-0002
ATTACHMENT NO. 1-1
ATTACHMENT NO. 2
PROMISSORY NOTE
$675,000 July 8, 2010
National City, California
FOR VALUE RECEIVED, MILE OF CARS ASSOCIATION, a California nonprofit,
mutual benefit corporation ("Participant"), promise to pay to the CITY OF NATIONAL CITY
COMMUNITY DEVELOPMENT COMMISSION, a public body, corporate and politic
("Commission"), or order, at the Commission's office at 1243 National City Blvd, National City,
California 91950, or such other place as the Commission may designate in writing, the principal sum
of $675,000.00 ("Note Amount"), together with interest on the unpaid principal balance from time to
time outstanding, in accordance with the following terms and conditions.
1. Agreement. This Promissory Note ("Note") is made in accordance with that certain
Freeway Sign Rehabilitation Loan Agreement executed by the Commission and Participant, dated as
of July 8, 2010 ("Agreement"). The rights and obligations of Participant and the Commission under
this Note shall be governed by the Agreement and by the additional terms set forth in this Note.
2. Disbursement of Note Amount. The Note Amount shall be disbursed in such
amounts and at such times as set forth in Section 202 of the Agreement. The actual date of the
disbursement shall be referred to hereinafter as the "Disbursement Date."
3. Interest. Interest of two percent (2%) per annum shall accrue upon the Note
Amount, commencing upon the Disbursement Date.
4. Repayment of Note Amount. The Note Amount shall be paid in full on or before
the twentieth (20th) anniversary of the Disbursement Date (the "Maturity Date"). Eighty (80)
installments of principal and interest in the amount of Ten Thousand Thirty and 4/100s Dollars
($10,030.04) each, shall be payable commencing on the date three months after the Disbursement
Date, and continuing on that day in each third month until the twentieth anniversary of the
Disbursement Date (e.g. if the Disbursement Date falls on October 2, 2010, then the first installment
will be due on January 2, 2011, the second installment will be due on April 2, 2011, etc.). Upon the
Maturity Date all then accrued and unpaid principal and interest hereon shall be due and payable.
Notwithstanding the foregoing, the total amount owed under this Note shall become immediately due
and payable upon the earlier to occur of the following:
a. the permanent closure of the Signage (as that term is defined in the
Agreement); or
b. a default by Participant under the Agreement, the Maintenance Agreement, or
this Note, which has not been cured within the period of time set forth in
those documents.
c. an assignment of the Agreement or this Note, or the transfer of the ownership
of the Signage, which has not been approved by the Commission or otherwise
permitted pursuant to Section 603 of the Agreement.
ATTACHMENT NO. 2-1
DOCSOC/1414542v4/200191-0002
Failure to declare such amounts due shall not constitute a waiver on the part of the
Commission to declare them due subsequently.
Note.
5. Security. This Note is secured by a Security Agreement dated the same date as this
6. Waivers
a. Participant expressly agrees that this Note or any payment hereunder may be
extended from time to time at the Commission's sole discretion and that the Commission may accept
security in consideration for any such extension or release any security for this Note at its sole
discretion, all without in any way affecting the liability of Participant.
b. No extension of time for payment of this Note made by agreement by the
Commission with any person now or hereafter liable for the payment of this Note shall operate to
release, discharge, modify, change or affect the original liability of Participant under this Note, either
in whole or in part.
c. The obligations of Participant under this Note shall be absolute and
Participant waives any and all rights to offset, deduct or withhold any payments or charges due under
this Note for any reasons whatsoever.
d. Participant waives presentment, demand, notice of protest and nonpayment,
notice of default or delinquency, notice of acceleration, notice of costs, expenses or leases or interest
thereon, notice of dishonor, diligence in collection or in proceeding against any of the rights of
interests in or to properties securing of this Note, and the benefit of any exemption under any
homestead exemption laws, if applicable.
e. No previous waiver and no failure or delay by Commission in acting with
respect to the terms of this Note shall constitute a waiver of any breach, default, or failure or
condition under this Note or the obligations secured thereby. A waiver of any term of this Note or of
any of the obligations secured thereby must be made in writing and shall be limited to the express
written terms of such waiver.
7. Attorneys' Fees and Costs. Participant agrees that if any amounts due under this
Note are not paid when due, to pay in addition, all costs and expenses of collection and reasonable
attorneys' fees paid or incurred in connection with the collection or enforcement of this Note,
whether or not suit is filed.
S. Joint and Several Obligation. This Note is the joint and several obligation of all
makers, sureties, guarantors and endorsers, and shall be binding upon them and their heirs,
successors and assigns.
9. Amendments and Modifications. This Note may not be changed orally, but only by
an amendment in writing signed by Participant and by the Commission.
10. Commission Assignment. Commission may, at its option, assign its right to receive
payment under this Note without necessity of obtaining the consent of the Participant.
ATTACHMENT NO. 2-2
DOC S OC/ 1414542v4/200191-0002
11. Participant Assignment. In no event shall Participant assign or transfer any portion
of this Note without the prior express written consent of the Commission, which consent shall not
unreasonably be withheld.
12. Terms. Any terms not separately defined herein shall have the same meanings as set
forth in the Agreement.
13. Acceleration and Other Remedies. Upon the occurrence of the events set forth in
Section 4 hereof, Commission may, at Commission's option, declare the outstanding principal
amount of this Note, together with the then accrued and unpaid interest thereon and other charges
hereunder, to be due and payable immediately, and upon such declaration, such principal and interest
and other sums shall immediately become and be due and payable without demand or notice. All
costs of collection, including, but not limited to, reasonable attorneys' fees and all expenses incurred
in connection with protection of, or realization on, the security for this Note, may be added to the
principal hereunder, and shall accrue interest as provided herein. Commission shall at all times have
the right to proceed against any portion of the security for this Note in such order and in such manner
as such Commission may consider appropriate, without waiving any rights with respect to any of the
security. Any delay or omission on the part of the Commission in exercising any right hereunder or
under the Agreement shall not operate as a waiver of such right, or of any other right. No single or
partial exercise of any right or remedy hereunder or under the Agreement or any other document or
agreement shall preclude other or further exercises thereof, or the exercise of any other right or
remedy. The acceptance of payment of any sum payable hereunder, or part thereof, after the due date
of such payment shall not be a waiver of Commission's right to either require prompt payment when
due of all other sums payable hereunder or to declare an Event of Default for failure to make prompt
or complete payment.
14. Consents. Participant hereby consents to the release or surrender or exchange or
substitution of all or any part of the security, whether real or personal, or direct or indirect, for the
payment hereof. Any such release, surrender, exchange or substitution of the security may be made
without notice to Participant or to any endorser, guarantor or surety hereof, and without affecting the
liability of said parties hereunder.
15. Successors and Assigns. Whenever "Commission" is referred to in this Note, such
reference shall be deemed to include the City of National City Community Development
Commission and its successors and assigns, including, without limitation, any subsequent assignee or
holder of this Note. All covenants, provisions and agreements by or on behalf of Participant, and on
behalf of any makers, endorsers, guarantors and sureties hereof which are contained herein shall
inure to the benefit of the Commission and Commission's successors and assigns.
16. Miscellaneous. Time is of the essence hereof. This Note shall be governed by and
construed under the laws of the State of California except to the extent Federal laws preempt the laws
of the State of California. Participant irrevocably and unconditionally submits to the jurisdiction of
the Superior Court of the State of California for the County of San Diego or the United States District
Court of the Southern District of California, as Commission hereof may deem appropriate, or, if
required, the Municipal Court of the State of California for the County of San Diego, in connection
with any legal action or proceeding arising out of or relating to this Note. Participant also waives any
objection regarding personal or in rem jurisdiction or venue.
[Signature block begins on next page.]
ATTACHMENT NO. 2-3
DOC S OC/ 1414542v4/200191-0002
PARTICIPANT:
MILE OF CARS ASSOCIATION, a California
nonprofit, mutual benefit corporation
By:
Tim Howell, President
AND
By:
Bill Cumming, Vice President
ATTACHMENT NO. 2-4
DOC S OC/ 1414542v4/200191-0002
ATTACHMENT NO.3
SECURITY AGREEMENT
This SECURITY AGREEMENT, dated as of July 8, 2010 ("Agreement"), is entered into
by and between MILE OF CARS ASSOCIATION, a California nonprofit, mutual benefit
corporation ("Borrower"), and the CITY OF NATIONAL CITY COMMUNITY
DEVELOPMENT COMMISSION, a public body, corporate and politic ("Secured Party").
A. Pursuant to the Freeway Sign Rehabilitation Loan Agreement executed by the
Secured Party and Borrower on July 8, 2010 ("Loan Agreement"), the Secured Party has agreed to
provide the Borrower with a Commission Rehabilitation Loan (as that term is defined in the Loan
Agreement) in exchange for certain promises and one Promissory Note from Borrower to the
Secured Party in the aggregate principal amount of $675,000, dated as of July 8, 2010 ("Note").
B. Pursuant to Section 201 of the Loan Agreement and Section 5 of the Note, Borrower
has agreed to grant a Lien (as defined below) on the Collateral (as defined below) to secure the
Obligations (as defined below) of Borrower to the Secured Party.
1. Certain Definitions.
a. "Collateral" shall consist of all of the personal and intangible property of
Borrower, now owned or hereafter acquired and wherever located, including:
(i) Revenues, membership fees, and dues;
(ii) The Signage (as that term is defined in the Loan Agreement);
(iii) Accounts;
(iv) Chattel paper;
(v) Inventory;
(vi) Equipment;
(vii) Instruments, including promissory notes;
(viii) Investment property;
(ix) Documents;
(x) Deposit accounts;
(xi) Letter -of -credit rights;
(xii) General intangibles, including without limitation, all of Borrower's
now owned and hereafter arising or acquired licenses, franchises, permits, patents, patent rights,
copyrights, works which are the subject matter of copyrights, trademarks, service marks, trade
ATTACHMENT NO. 3-1
DOCSOC/1414542v4/200191-0002
names, trade styles, patent, trademark and service mark applications, and all licenses and rights
related to any of the foregoing, and all other rights under any of the foregoing, all extensions,
renewals, reissues, divisions, continuations, and continuations -in -part of any of the foregoing, and all
rights to sue for past, present and future infringement of any of the foregoing (collectively,
"Proprietary Rights");
(xiii) Supporting obligations;
(xiv) all books, records and other property related to or referring to any of
the foregoing, including books, records, account ledgers, data processing records, computer software
and other property and general intangibles at any time evidencing or relating to any of the foregoing,
and
(xv) To the extent not listed above as original collateral, any proceeds and
products of the foregoing.
b. "Lien" means any lien (statutory or other), mortgage, pledge, hypothecation,
assignment, deposit arrangement, security interest, charge, claim or other encumbrance of any kind
(including any conditional sale or other title retention agreement, any lease in the nature thereof, and
any agreement to give any security interest).
c. "Obligations" means those obligations that are secured by this Agreement,
which include:
(i) Borrower's obligations to the Secured Party, including under the
Note;
(ii) the repayment of (a) any reasonable amounts that the Secured Party
may advance or spend for the maintenance or preservation of the Collateral, and (b) any other
reasonable expenditures that the Secured Party may make under the provisions of this Agreement or
for the benefit of Borrower;
(iii) all amounts owed under any modifications, renewals or extensions of
any of the foregoing obligations; and
(iv) any of the foregoing that arises after the filing of a petition by or
against Borrower under the U.S. Bankruptcy Code, or any foreign equivalents thereof, even if the
obligations do not accrue because of the automatic stay under Bankruptcy Code § 362 or otherwise.
d. "Permitted Liens" means: (i) Liens imposed by law, such as carriers',
warehousemen's, materialman's and mechanics' liens, or Liens arising out of judgments or awards
against the Borrower with respect to which the Borrower at the time shall currently be prosecuting an
appeal or proceedings for review; (ii) Liens for taxes not yet subject to penalties for nonpayment and
Liens for taxes the payment of which is being contested in good faith and by appropriate proceedings
and for which, to the extent required by generally accepted accounting principles then in effect,
proper and adequate book reserves relating thereto are established by the Borrower; (iii) Liens
(A) upon or in any equipment acquired, leased or held by the Borrower to secure the purchase price
of such equipment or indebtedness incurred solely for the purpose of financing the acquisition of
such equipment, or (B) existing on such equipment at the time of its acquisition, provided that the
ATTACHMENT NO. 3-2
DOCSOC/1414542v4/200191-0002
Lien is confined solely to the property so acquired and improvements thereon, and the proceeds of
such equipment and other equipment financed by the holder of such Lien; (iv) Liens consisting of
leases or subleases and licenses and sublicenses granted to others in the ordinary course of the
Borrower's business not interfering in any material respect with the business of the Borrower and any
interest or title of a lessor or licensor under any lease or license, as applicable; (v) Liens incurred or
deposits made in the ordinary course of Borrower's business in connection with worker's
compensation, unemployment insurance, social security and other like laws or in connection with
performance bonds posted by the Borrower in the ordinary course of business; (vi) Liens to which
the Secured Party has expressly consented in writing; (vii) Liens incurred in connection with the
extension, renewal or refinancing of the indebtedness secured by the Liens described in clauses (i)
through (iii) hereof provided that any extension, renewal or replacement lien shall be limited to the
property encumbered by the existing Lien and the principal amount of the indebtedness being
extended, renewed or replaced does not increase; and (viii) Liens in favor of the Secured Party.
2. Security Agreement.
a. Grant. The Borrower, for valuable consideration, the receipt and sufficiency
of which is acknowledged, hereby grants to the Secured Party a first priority security interest in and
Lien on all of the Collateral now owned or at any time hereafter acquired by the Borrower or in
which the Borrower now has or at any time in the future may acquire any right, title or interest.
b. Borrower Remains Liable. Anything herein to the contrary
notwithstanding, (i) the Borrower shall remain liable under any contracts, agreements and other
documents included in the Collateral, to the extent set forth therein, to perform all of its duties and
obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise
by the Secured Party of any of the rights hereunder shall not release the Borrower from any of its
duties or obligations under such contracts, agreements and other documents included in the
Collateral, and (iii) no Secured Party shall have any obligation or liability under any contracts,
agreements and other documents included in the Collateral by reason of this Agreement, nor shall
any Secured Party be obligated to perform any of the obligations or duties of the Borrower
thereunder or to take any action to collect or enforce any such contract, agreement or other document
included in the Collateral hereunder.
c. Continuing Security Interest. The Borrower agrees that this Agreement
shall create a continuing security interest in the Collateral which shall remain in effect until payment
of the Obligation (as defined below).
3. Obligation Secured. The security interest granted hereby secures payment of all
amounts owed and those amounts that will become due and payable to the Secured Party pursuant to
the Obligations, including the Note issued to the Secured Party in connection herewith.
4. Borrower's Representations, Warranties and Covenants. The Borrower hereby
represents, warrants and covenants to the Secured Party that:
a. Location. The Borrower's principal place of business is the address set forth
below at Section 10, and the Borrower keeps its records concerning accounts, contract rights and
other property at that location. The Borrower will promptly notify the Secured Party in writing of the
establishment of any new place of business where any of the Collateral is kept. The Borrower is a
ATTACHMENT NO. 3-3
D OC SOC/ 1414542 v4/200191-0002
corporation in good standing organized under the laws of the State of California. The Borrower will
notify the Secured Party prior to changing either its form or jurisdiction of organization.
b. Books and Records. The Borrower will at all times keep in a manner
reasonably satisfactory to the Secured Party accurate and complete records of the Collateral and will
keep such Collateral insured to the extent similarly situated companies insure their assets. The
Secured Party shall be entitled, at reasonable times and intervals after reasonable notice to the
Borrower, to enter Borrower's premises for purposes of inspecting the Collateral and the Borrower's
books and records relating thereto.
c. No Other Liens. The Borrower will not create or permit to be created or
suffer to exist any Lien, except Permitted Liens, of any kind on any of the Collateral, without the
written approval of the Secured Party.
d. Compliance. The Borrower shall not use the Collateral in violation of any
applicable statute, ordinance, law or regulation or in violation of any insurance policy maintained by
the Borrower with respect to the Collateral.
e. Other Financing Statements. Other than financing statements, security
agreements, chattel mortgages, assignments, copyright security agreements or collateral assignments,
patent or trademark security agreements or collateral assignments, fixture filings and other
agreements or instruments executed, delivered, filed or recorded for the purpose of granting or
perfecting any Lien (collectively, "Financing Statements") existing as of the date hereof or arising
after the date hereof in connection with any Permitted Lien and Financing Statements in favor of the
Secured Party. no effective Financing Statement naming the Borrower as debtor, assignor, grantor,
mortgagor, pledgor, or the like and covering all or any part of the Collateral is on file in any filing or
recording office in any jurisdiction.
f. Notices, Reports and Information. The Borrower will (i) notify the Secured
Party of any material claim made or asserted against the Collateral by any person or entity and of any
change in the composition of the Collateral or other event which could materially adversely affect the
value of the Collateral or the Secured Party's Lien thereon; (ii) furnish to the Secured Party such
statements and schedules further identifying and describing the Collateral and such other reports and
other information in connection with the Collateral as the Secured Party may reasonably request, all
in reasonable detail; and (iii) upon request of any Secured Party make such demands and requests for
information and reports as the Borrower is entitled to make in respect of the Collateral.
g. Disposition of Collateral. The Borrower will not, except in the ordinary
course of business, (i) surrender or lose possession of (other than to the Secured Party), sell, lease,
rent, or otherwise dispose of or transfer any of the Collateral or any right or interest therein, except to
the extent permitted by this Agreement, or (ii) remove any of the Collateral from its present location
within the State of California (other than disposals of Collateral permitted by subsection (i)) without
at least 30 days' prior written notice to the Secured Party.
h. Powers. The Borrower has the unqualified right and full power and authority
to pledge, grant and assign to the Secured Party a security interest in and lien on all of the Collateral
pursuant to this Agreement, and to execute, deliver and perform its obligations in accordance with
the terms of this Agreement, without the consent or approval of any other Person except as already
obtained.
ATTACHMENT NO. 3-4
DOCSOC/1414542v4/200191-0002
i. No Violation. Neither the execution, delivery nor performance by the
Borrower of this Agreement violates any provision of law or the Borrower's Articles of
Incorporation or Bylaws, each as amended to date, or results in a breach of or constitutes a default
under any contract, obligation, indenture or other instrument to which the Borrower is a party or by
which the Borrower may be bound.
j. Trade Secrets. The Borrower has taken and will continue to take all
reasonable steps to protect the secrecy of and preserve its rights and interests in and to all of its trade
secrets and other proprietary rights and interests.
k. No Infringement. No material infringement or unauthorized use presently is
being made of any of the Collateral by any Person and the Borrower's use of the Collateral does not
infringe upon the rights or interests of any other Person.
5. Financing Statements. The Borrower shall at its cost execute any Financing
Statement, in respect of any security interest created pursuant to this Agreement which may at any
time be required or which, in the reasonable opinion of the Secured Party, may at any time be
desirable. If any recording or filing thereof (or the filing of any statements of continuation or
assignment of any financing statement) is required to protect and preserve such lien or security
interest, the Borrower shall at its cost execute the same at the time and in the manner reasonably
requested by the Secured Party. hi particular the Borrower and Secured Party agree to file the UCC-1
Financing Statement which is attached to this Agreement as Exhibit A. The Borrower authorizes the
Secured Party, and any agent acting on behalf of the Secured Party, to file any such Financing
Statements without the signature of the Borrower.
6. Borrower's Rights Until Default. So long as an Event of Default does not exist, the
Borrower shall have the right to possess the Collateral, manage its property, sell and lease its
inventory in the ordinary course of business.
7. Event of Default. An "Event of Default" shall exist under this Agreement if any
representation or warranty made in this Agreement shall prove to be false or materially misleading as
of the date hereof, or upon the failure to pay any and all amounts due and payable and required to be
paid by the Borrower to the Secured Party pursuant to the Obligations.
8. Rights and Remedies on Event of Default.
a. After any Event of Default shall have occurred and while such Event of
Default is continuing, the Secured Party shall have the right, through any of its agents as to any or all
of the Collateral, by any available judicial procedure, or without judicial process (provided, however,
that it is in compliance with the Uniform Commercial Code (the "UCC")), to exercise any and all
rights afforded to a Secured Party under the UCC or other applicable law. Without limiting the
generality of the foregoing, the Secured Party shall have the right to sell or otherwise dispose of all or
any part of the Collateral, either at public or private sale, in lots or in bulk, for cash or for credit, with
or without warranties or representations, and upon such terms and conditions, all as the Secured
Party, in its sole discretion, may deem advisable, and the Secured Party shall have the right to
purchase at any such sale. The Borrower agrees that a notice sent at least fifteen (15) calendar days
before the time of any intended public sale or of the time after which any private sale or other
disposition of the Collateral is to be made shall be reasonable notice of such sale or other disposition.
The proceeds of any such sale, or other Collateral disposition shall be applied, first to the expenses of
ATTACHMENT NO. 3-5
DOCSOC/ 1414542v4/200191-0002
retaking, holding, storing, processing and preparing for sale, selling, and the like, and to the Secured
Party's reasonable attorneys' fees and legal expenses, and then to the Obligations and to the payment
of any other amounts required by applicable law, after which the Secured Party shall account to the
Borrower for any surplus proceeds. If, upon the sale or other disposition of the Collateral, the
proceeds thereof are insufficient to pay all amounts to which the Secured Party is legally entitled, the
Borrower shall be liable for the deficiency, and the reasonable fees of any attorneys the Secured
Party employs to collect such deficiency; provided, however, that the foregoing shall not be deemed
to require the Secured Party to resort to or initiate proceedings against the Collateral prior to the
collection of any such deficiency from the Borrower.
b. The Borrower appoints the Secured Party, and any officer, employee or agent
of such Secured Party, with full power of substitution, as the Borrower's true and lawful attorney -in -
fact, effective as of the date hereof, with power in its own name or in the name of the Borrower,
during the continuance of an Event of Default, (i) to endorse any notes, checks, drafts, money orders,
or other instruments of payment in respect of the Collateral that may come into the Secured Party's
possession, (ii) to sign and endorse any drafts against the Borrower, assignments, verifications and
notices in connection with accounts, and other documents relating to Collateral; (iii) to pay or
discharge taxes or Liens at any time levied or placed on or threatened against the Collateral; (iv) to
demand, collect, issue receipt for, compromise, settle and sue for monies due in respect of the
Collateral; (v) to notify persons and entities obligated with respect to the Collateral to make
payments directly to the Secured Party; (vi) to execute any and all applications, documents, papers
and instruments for the Secured Party to use the Collateral, to grant or issue any exclusive or non-
exclusive license with respect to any Collateral, and to assign, convey or otherwise transfer title in or
dispose of the Collateral; and, (vii) generally, to do, at the Secured Party's option and at the
Borrower's expense, at any time, or from time to time, all acts and things which the Secured Party
deems necessary to protect, preserve and realize upon the Collateral and the Secured Party's security
interest therein to effect the intent of this Agreement, all as fully and effectually as the Borrower
might or could do; and the Borrower hereby ratifies all that said attorney -in -fact shall lawfully do or
cause to be done by virtue hereof. Without limiting the foregoing, the Borrower hereby irrevocably
constitutes and appoints the Secured Party (and any of the Secured Party's officers or employees or
agents designated by the Secured Party) as the Borrower's true and lawful attorney -in -fact with full
power and authority during the continuance of an Event of Default (i) to sign the name of the
Borrower on all or any of such documents or instruments and perform all other acts that the Secured
Party deems necessary or advisable in order to perfect or continue perfected, maintain the priority or
enforceability of or provide notice of any Secured Party's security interest in, any of the Collateral,
and (ii) to execute any and all other documents and instruments, and to perform any and all acts and
things for and on behalf of the Borrower, which the Secured Party may deem necessary or advisable
to maintain, preserve and protect the Collateral and to accomplish the purposes of this Agreement,
including (A) to assert or retain any rights under any license agreement for any of the Collateral,
including without limitation any rights of the Borrower arising under Section 365(n) of the U.S.
Bankruptcy Code (11 U.S.C. §101 et seq.). The foregoing shall in no way limit any Secured Party's
rights and remedies upon or after the occurrence of an Event of Default. The power of attorney set
forth in this Section, being coupled with an interest, is irrevocable so long as the Obligations shall
remain outstanding or any Secured Party shall have any interest in any of the Collateral.
c. All of the Secured Party's rights and remedies with respect to the Collateral,
whether established hereby or by any other agreements, instruments or documents or by law shall be
cumulative and may be exercised singly or concurrently.
ATTACHMENT NO. 3-6
DOCSOC/ 1414542v4/200191-0002
d. For the purpose of enabling the Secured Party to exercise their respective
rights and remedies under this Section 8 or otherwise in connection with this Agreement or any of the
Collateral, the Borrower hereby grants to the Secured Party an irrevocable, non-exclusive and
assignable license (exercisable without payment or royalty or other compensation to the Borrower at
any time after the occurrence and during the continuance of any Event of Default) to use, license or
sublicense any Collateral.
9. Secured Party's Rights; Borrower Waivers.
a. The Secured Party's acceptance of partial or delinquent payment from the
Borrower in connection with a payment of amounts due under the Obligations, or the Secured Party's
failure to exercise any right hereunder, shall not constitute a waiver of any obligation of the Borrower
hereunder, or any right of the Secured Party hereunder, and shall not affect in any way the right to
require full performance at any time thereafter.
b. The Borrower waives, to the fullest extent permitted by law, (i) any right to
require any Secured Party (A) to proceed against any person or entity, (B) to exhaust any other
collateral or security for any of the Obligations, (C) to pursue any remedy in any Secured Party's
power, or (D) to make or give any presentments, demands for performance, notices of
nonperformance, protests, notices of protests or notices of dishonor in connection with any of the
Collateral; and (ii) all claims, damages, and demands against any Secured Party arising out of the
repossession, retention, sale or application of the proceeds of any sale of the Collateral.
10. General Provisions.
a. Amendment and Waiver. Neither this Agreement nor any part hereof may
be changed, waived, or amended except by an instrument in writing signed by the Secured Party, and
by the Borrower; and waiver on one occasion shall not operate as a waiver on any other occasion.
b. Notices. Except as otherwise expressly provided in this Agreement, any
notice required or permitted under this Agreement shall be given in writing and shall be deemed to
have been adequately given and delivered when received by the party to which such notice is being
given after the same shall have been deposited in the mail, registered or certified, with airmail
postage prepaid or deposited with any telegraphic or cable agency for immediate transmission or sent
via telecopier and addressed:
If to Borrower, to:
If to Secured Party, to:
Mile of Cars Association, Inc.
P.O. Box 1357
National City, California 91950
Attention: Weldon Donaldson
City of National City
Community Development Commission
1243 National City Blvd.
National City, California 91950
or to such other address as the parties shall from time to time designate in writing to the other party.
ATTACHMENT NO. 3-7
DOCSOC/ 1414542v4/200191-0002
c. Successors and Assigns. This Agreement shall be binding upon and inure to
the benefit of, the successors and assigns of the parties hereto.
d. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of California except in such matters as the laws of
the United States of America have exclusive jurisdiction.
e. Counterparts. This Agreement may be executed and delivered in two or
more counterparts and by facsimile, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
f. Titles and Subtitles. The titles and subtitles used in this Agreement are used
for convenience only and are not to be considered in construing or interpreting this Agreement.
g. Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, such provision shall be excluded from this Agreement and the
balance of the Agreement shall be interpreted as if such provision were so excluded and shall be
enforceable in accordance with its terms.
h. Further Acts. The Borrower shall, on a continuing basis, make, execute,
acknowledge and deliver, and file and record in the proper filing and recording places, all such
Financing Statements and take all such action as may be necessary or advisable or may be requested
by the Secured Party to carry out the intent and purposes of this Agreement.
[Signature blocks begin on next page.]
ATTACHMENT NO. 3-8
DOCSOC/ 1414542v4/200191-0002
IN WITNESS WHEREOF, the parties have executed this Security Agreement as of the date
first above written.
BORROWER:
MILE OF CARS ASSOCIATION, a California
nonprofit, mutual benefit corporation
By:
Tim Howell, President
AND
By:
Bill Cumming, Vice President
SECURED PARTY:
CITY OF NATIONAL CITY COMMUNITY
DEVELOPMENT COMMISSION, a public body,
corporate and politic
By:
Ron Morrison, Chairman
ATTACHMENT NO. 3-9
DOCSOC/1414542v4/200191-0002
EXHIBIT A TO ATTACHMENT NO.3
UCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
A. NAME & PHONE OF CONTACT AT FILER [optional]
B. SEND ACKNOWLEDGEMENT TO: (Name and Address)
Attn: Thomas P. Clark, Jr., Esq.
Stradling Yocca Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, CA 92660
L
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
. DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (la or lb) - do not abbreviate or combine names
OR
la. ORGANIZ.ATION'S NAME
Mile of Cars Association
lb. INDIVIDUAL'S LAST NAME
FIRST NAME
MIDDLE NAME
SUFFIX
Ic. MAILING ADDRESS
P.O. Box 1357
CITY
National City
STATE
CA
POSTAL CODE
91950
COUNTRY
USA
ADD'L INFO RE
ORGANDEBTORATION
le. TYPE OF ORGANIZATION
CA Corporation
If JURISDICTION OF ORGANIZATION
California
Ig. ORGANIZATIONAL ID if, if any
C2287103 ❑ NONE
2. ADDITIONAL DEBTOR'S EXACT FULL ,EG AL NAME - insert only one debto name (2a or2b)- do not abbreviate or combine names
OR
2a. ORGANIZATION'S NAME
2b, INDIVIDUAL'S LAST NAME
FIRST NAME
MIDDLE NAME
SUFFIX
2c. MAILING ADDRESS
CITY
STATE
POSTAL CODE
COUNTRY
ADD'L INFO RE
ORGANIZATION
DEBTOR
2c. TYPE OF ORGANIZATION
2f JURISDICTION OF ORGANIZATION
2g. ORGANIZATIONAL ID E. if any
NONE
3. SECURED PARTY'S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR SiP)- insert only one secured parry name (3a or 3b)
OR
3a. ORGANIZATION'S NAME
City of National City Community Development Commission
3h. INDIVIDUAL'S LAST NAME
FIRSTNAME
MIDDLE NAME
SUFFIX
3c. MAILING ADDRESS
1243 National City Blvd
CITY
National City
STATE
CA
POSTAL CODE
91950
COUNTRY
USA
4 This FINANCING STATEMENT covers the following collateral:
[See attached Security Agreement which describes collateral]
5. ALTERNATIVE DESIGNATION [if applicable]:n LESSEE/LESSOR Ell CONSIGNEE/CONSIGNOR ❑ BAILEE/BAILOR HSELLERBUYER ❑ AG. LIEN
nNON-UCC FILING
6. 1=1 This FINANCING STATEMENT is to be filed [for record] (or recorded) in the REAL
ESTATE RECORDS Attach Addendum [if applicable]
8. OPTIONAL FILER REFERENCE DATA
7 Check to REQUEST SEARCH REPORT(S) on Debtor(s)
[ADDFLIONAL FEE] [optional] 0 All Debtors 0 Debtor 1 0 Debtor 2
EXHIBIT A-1
TO ATTACHMENT NO.3
DOC S OC / 1414542v4/200191-0002
Instructions for National UCC Financing Statement (Form UCC1)
Please type or laser -print this form. Be sure it is completely legible. Read all Instructions, especially Instruction l; correct Debtor name is crucial. Follow Instructions completely.
Fill in form very carefully; mistakes may have important legal consequences. If you have questions, consult your attorney. The filing office cannot give legal advice.
Do not insert anything in the open space in the upper portion of this form; it is reserved for filing office use.
When properly completed, send Filing Office Copy, with required fee, to filing office. If you want an acknowledgment, complete item B and, if filing in a filing office that returns an
acknowledgment copy furnished by filer, you may also send Acknowledgment Copy; otherwise detach. If you want to make a search request, complete item 7 (after reading
Instruction 7 below) and send Search Report Copy, otherwise detach. Always detach Debtor and Secured Party Copies.
If you need to use attachments, use 8-1/2X11 inch sheets and put at the top of each sheet the name of the first Debtor, formatted exactly as it appears in item I of this form; you are
encouraged to use Addendum (Form UCC1 Ad).
A. To assist filing offices that might wish to communicate with filer, filer may provide information in item A. This item is optional.
B. Complete item B if you want an acknowledgment sent to you. If filing in a filing office that returns an acknowledgment copy furnished by filer, present simultaneously with this
form a carbon or other copy of this form for use as an acknowledgment copy.
1. Debtor name: Enter only one Debtor name in item I an organization's name (la)
or an individual's name (lb). Enter Debtor's exact full legal name. Don't
abbreviate.
1a. Organization Debtor. "Organization" means an entity having a legal identity
separate from its owner. A partnership is an organization; a sole proprietorship is
not an organization, even if it does business under a trade name. If Debtor is a
partnership, enter exact full legal name of partnership; you need not enter names
of partners as additional Debtors. If Debtor is a registered organization (e.g.,
corporation, limited partnership, limited liability company), it is advisable to
examine Debtor's current filed charter documents to determine Debtor's correct
name, organization type. and jurisdiction of organization.
Ib. Individual Debtor. "Individual" means a natural person; this includes a sole
proprietorship, whether or not operating under a trade name. Don't use prefixes (Mr.,
Mrs., Ms.). Use suffix box only for titles of lineage (Jr, Sr., III) and not for other
suffixes or titles (e.g., M.D.). Use married woman's personal name (Mary Smith,
not Mrs. John Smith). Enter individual Debtor's family name (surname) in Last
Name box, first given name in First Name box, and all additional given names in
Middle Name box.
For both organization and individual Debtors: Don't use Debtor's trade name,
DBA, AKA, FKA, Division name, etc. in place of or combined with Debtor's legal
name; you may add such other names as additional Debtors if you wish (but this
is neither required nor recommended).
lc. An address is always required for the Debtor named in la or lb.
1d. This field has been removed pursuant to California Uniform Commercial
Code, Section 9526.5.
I e,f,g."Additional information re organization Debtor" is always required. Type of
organization and jurisdiction of organization as well as Debtor's exact legal name
can be determined from Debtor's current filed charter document. Organizational ID
#, if any, is assigned by the agency where the charter document was filed; this is
different from tax ID #; this should he entered preceded by the 2-character U.S.
Postal identification of state of organization if one of the United States (e.g.,
CA12345, for a California corporation whose organizational ID # is 12345); if
agency does not assign organizational ID #, check box in item 1g indicating
"none."
Note: If Debtor is a trust or a trustee acting with respect to property held in trust, enter
Debtor's name in item 1 and attach Addendum (Form UCCIAd) and check appropriate
box in item 17. If Debtor is a decedent's estate, enter name of deceased individual in item
lb and attach Addendum (Form UCCIAd) and check appropriate box in item 17. If
Debtor is a transmitting utility or this Financing Statement is filed in connection with a
Manufactured -Home Transaction or a Public -Finance Transaction as defined in
applicable Commercial Code, attach Addendum (Form UCC1Ad) and check appropriate
box in item 18.
2. If an additional Debtor is included, complete item 2, determined and formatted per
Instruction I. To include further additional Debtors, or one or more additional
Secured Parties, attach either Addendum (Form UCCIAd) or other additional
page(s), using correct name format. Follow Instruction t for determining and
formatting additional names.
3. Enter information for Secured Party or Total Assignee, determined and formatted
per Instruction I. If there is more than one Secured Party, see Instruction 2. If there
has been a total assignment of the Secured Party's interest prior to tiling this form,
you may either (1) enter Assignor S/P's name and address in item 3 and tile an
Amendment (Form UCC3) [see item 5 of that form]; or (2) enter Total Assignee's
name and address in item 3 and, if you wish, also attaching Addendum (Form
UCC1 Ad) giving Assignor S/P's name and address in item 12.
4. Use item 4 to indicate the collateral covered by this Financing Statement If space
in item 4 is insufficient, put the entire collateral description or continuation of the
collateral description on either Addendum (Form UCCIAd) or other attached
additional page(s).
5. If filer desires (at filer's option) to use titles of lessee and lessor, or consignee and
consignor, or seller and buyer (in the case of accounts or chattel paper), or bailee
and bailor instead of Debtor and Secured Party, check the appropriate box in item
5. If this is an agricultural lien (as defined in applicable Commercial Code) filing
or is otherwise not a UCC security interest filing (e.g., a tax lien, judgment lien,
etc.), check the appropriate box in item 5, complete items 1-7 as applicable and
attach any other items required under other law.
6. If this Financing Statement is filed as a fixture filing or if the collateral consists of
timber to be cut or as -extracted collateral, complete items 1
5, check the box in item 6, and complete the required information (items 13, 14
and/or 15) on Addendum (Form UCCIAd).
7. This item is optional. Check appropriate box in item 7 to request Search Report(s)
on all or some of the Debtors named in this Financing Statement. The Report will
list all Financing Statements on file against the designated Debtor on the date of
the Report, including this Financing Statement. There is an additional fee for each
Report. If you have checked a box in item 7, file Search Report Copy together
with Filing Officer Copy (and Acknowledgment Copy). Note: Not all states do
searches and not all states will honor a search request made via this form; some
states require a separate request form.
8. This item is optional and is for tiler's use only. For tiler's convenience of reference,
tiler may enter in item 8 any identifying information (eg., Secured Party's loan
number, law fine file number, Debtor's name or other identification, state in which
form is being filed, etc.) that filer may find useful.
EXHIBIT A-2
TO ATTACHMENT NO. 3
DO C SOC/ 1414542 v4/200191-0002
UCC FINANCING STATEMENT ADDENDUM
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
9. NAME OF FIRST DEBTOR (I a or lb) ON RELATED FINANCING STATEMENT
OR
9a. ORGANIZATION'S NAME
Mile of Cars Association
9b. INDIVIDUAL'S LAST NAME
10. MISCELLANEOUS:
FIRST NAME
MIDDLE NAME, SUFFIX
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
11. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only one name (11 a or 11b) - do not abbreviate or combine names
OR
11 a. ORGANIZATION'S NAME
11b. INDIVIDUAL'S LAST NAME
FIRST NAME
MIDDLE NAME
SUFFIX
l Ie. MAILING ADDRESS
IId. TAX ID#: SSN OR EIN
ADD'L INFO RE
ORGAN IZATIO
N DEBTOR
CITY ',STATE
POSTAL CODE
COUNTRY
Ile, TYPE OF ORGANIZATION
If..JURISDICTION OF ORGANIZATION I g. ORGANIZATION ID 4, if any
❑NONE
12. ❑ ADDITIONAL SECURED PARTY'S or ❑ ASSIGNOR S/P'S NAME -insert only one name (I2a or 12b)
OR
12a. ORGANIZATION'S NAME
12b. INDIVIDUAL'S LAST NAME
FIRST NAME
MIDDLE NAME
SUFFIX
12c. MAILING ADDRESS
CITY
STATE
POSTAL CODE
COUNTRY
13. This FINANCING STATEMENT covers ❑ timber to be cut or ❑ as -extracted
collateral, or is filed as a ❑ fixture filing.
14. Description of real estate.
[See attached Schedule 1 to UCC-1 Financing Statement —Description of Real
Property]
15. Name and address of a RECORD OWNER of above -described real estate
(if Debtor does not have a record interest):
6. Additional collateral description:
17. Check only if applicable and check only one box.
Debtor is a ❑ Trust or ❑ Trustee acting with respect to property held in trust or ❑ Decedent's Estate
18. Check only if applicable and check only one box.
LI Debtor is a TRANSMITTING UTILITY
❑ Filed in connection with a Manufactured -Home Transaction— effective 30 years
❑ Filed in connection with a Public -Finance Transaction— effective 30 years
FILING OFFICE COPY — NATIONAL UCC FINANCING STATEMENT ADDENDUM (FORM UCCIAd) (REV. 07129/98)
EXHIBIT A-3
TO ATTACHMENT NO. 3
DOCSOC/1414542v4/200191-0002
ATTACHMENT NO. 4
RELEASE OF CONSTRUCTION COVENANTS
This RELEASE OF CONSTRUCTION COVENANTS ("Release") is made by the CITY
OF NATIONAL CITY COMMUNITY DEVELOPMENT COMMISSION, a public body,
corporate and politic ("Commission"), in favor of MILE OF CARS ASSOCIATION, a California
nonprofit, mutual benefit corporation ("Participant"), as of the date set forth below. All capitalized
terms used, but not otherwise defined herein, shall have the meaning given to them in that certain
Freeway Sign Rehabilitation Loan Agreement executed by Commission and Participant on July 8,
2010 ("Agreement").
RECITALS
A. The Commission and the Participant have entered into the Agreement which concerns
the Rehabilitation of the Signage situated in the City of National City, California as more fully
described in the Agreement.
B. As referenced in Section 309 of the Freeway Sign Rehabilitation Loan Agreement,
the Commission is required to furnish the Participant or its successors with a Release of Construction
Covenants upon completion of Rehabilitation of the Signage. This Release is conclusive
determination of satisfactory completion of the Rehabilitation, construction and development
required by the Freeway Sign Rehabilitation Loan Agreement.
C. The Commission has conclusively determined that such Rehabilitation, construction
and development has been satisfactorily completed.
NOW, THEREFORE, the Commission hereby certifies as follows:
1. The Rehabilitation of the Signage by the Participant has been fully and satisfactorily
completed in conformance with the Freeway Sign Rehabilitation Loan Agreement. Any operating
requirements and all use, maintenance or nondiscrimination covenants contained in the Freeway Sign
Rehabilitation Loan Agreement shall remain in effect and enforceable according to their terms.
2. Nothing contained in this instrument shall modify in any other way any other
provisions of the Freeway Sign Rehabilitation Loan Agreement.
ATTACHMENT NO. 4-I
DOCSOC/ 1414542v4/200191-0002
IN WITNESS WHEREOF, the Commission has executed this Release this 8th day of July,
2010.
COMMISSION:
CITY OF NATIONAL CITY COMMUNITY
DEVELOPMENT COMMISSION, a public body,
corporate and politic
By:
Ron Morrison, Chariman
ATTEST:
Commission Secretary
APPROVED AS TO FORM:
Stradling Yocca Carlson & Rauth,
Commission Special Counsel
PARTICIPANT:
MILE OF CARS ASSOCIATION, a California
nonprofit, mutual benefit corporation
By:
Tim Howell, President
AND
By:
Bill Cumming, Vice President
ATTACHMENT NO. 4-2
DOCSOC/1414542v4/200191-0002
ATTACHMENT NO. 5
MAINTENANCE AGREEMENT
This MAINTENANCE AGREEMENT (this "Maintenance Agreement") is made by MILE
OF CARS ASSOCIATION, a California nonprofit, mutual benefit corporation ("Participant"), in
favor of the CITY OF NATIONAL CITY COMMUNITY DEVELOPMENT COMMISSION, a
public body corporate and politic ("Commission"), as of July 8, 2010. All capitalized terms used, but
not otherwise defined herein, shall have the meaning given to them in that certain Freeway Sign
Rehabilitation Loan Agreement executed by Commission and Participant on July 8, 2010
("Agreement").
RECITALS
A. The Commission and the Participant have entered into the Agreement which concerns
the Rehabilitation of the Signage situated in the City of National City, California as more fully
described in the Agreement.
B. As referenced in the Agreement, the Participant is required to execute an agreement
in favor of the Commission for the maintenance of the Signage.
NOW, THEREFORE, the Participant agrees as follows:
1. Performance of Maintenance.
a. Participant shall maintain the improvements on or around the Signage in
accordance with the Maintenance Standards, as hereinafter defined. Said improvements shall
include, but not be limited to, the structure of the Signage, lighting, or other architectural elements
identifying the Signage and any and all other improvements to the Signage.
b. The following standards ("Maintenance Standards") shall be complied with
by Participant and its maintenance staff, contractors or subcontractors:
1. The Signage (as the term is defined in the Agreement) shall be
maintained in conformance and in compliance with the approved Scope of Work and reasonable
commercial development maintenance standards for similar projects, including but not limited to the
painting and cleaning of all exterior surfaces and other exterior features in the improvements on the
Signage.
2. The Signage shall be maintained as required by this Section 1 in good
condition and in accordance with the custom and practice generally applicable to comparable first
class signage similar to the Signage located within the Southern California area.
3. All maintenance work shall conform to all applicable federal and state
Occupational Safety and Health Act standards and regulations for the performance of maintenance.
ATTACHMENT NO. 5-1
DOCSOC/1414542v4/200191-0002
4. Any and all chemicals, unhealthful substances, and pesticides used in
and during maintenance shall be applied in strict accordance with all governing regulations.
Precautionary measures shall be employed recognizing that all areas are open to public access.
2. Failure to Maintain Signage. In the event Participant does not maintain the
Signage in the manner set forth herein and in accordance with the Maintenance Standards,
Commission and/or City shall have the right to maintain such improvements, or to contract for the
correction of such deficiencies, after written notice to Participant. However, prior to taking any such
action. Commission agrees to notify Participant in writing if the condition of said improvements do
not meet with the Maintenance Standards and to specify the deficiencies and the actions required to
be taken by Participant to cure the deficiencies. Upon notification of any maintenance deficiency,
Participant shall have thirty (30) days within which to correct, remedy or cure the deficiency. If the
written notification states the problem is urgent relating to the public health and safety of the City or
the Commission, then Participant shall have forty-eight (48) hours to rectify the problem.
In the event Participant fails to correct, remedy, or cure or has not commenced
correcting, remedying or curing such maintenance deficiency after notification and after the period of
correction has lapsed, then City and/or Commission shall have the right to maintain the Signage.
Participant agrees to pay Commission such reasonable and documented third party charges and costs.
3. Compliance with Law. Participant shall comply with all local, state and
federal laws relating to the uses of or condition of the Signage. Local laws for the purposes of this
section shall include only those ordinances which are nondiscriminatory in nature and applicable to
the public welfare, health, safety and aesthetics. If any new local laws relating to uses of or condition
of the improvements create a condition or situation that constitutes a lawful nonconforming use as
defined by local ordinance with respect to the Signage or any portion thereof, then so long as the
lawful nonconforming use status remains in effect (i.e., until such lawful status is properly terminated
by amortization as provided for in the new local law or otherwise), Participant shall be entitled to
enjoy the benefits of such lawful nonconforming use pursuant to the lawful nonconforming uses
ordinance.
[Signature block begins on next page.]
ATTACHMENT NO. 5-2
DOCSOC/1414542v4/200191-0002
PARTICIPANT:
MILE OF CARS ASSOCIATION, a California
nonprofit, mutual benefit corporation
By:
Tim Howell, President
AND
By:
Bill Cumming, Vice President
ATTACHMENT NO. 5-3
IOCSOC/1414542v4/200191-0002
RESOLUTION NO. 2010 — 170
RESOLUTION OF THE COMMUNITY DEVELOPMENT
COMMISSION AUTHORIZING THE CHAIRMAN TO
EXECUTE A FREEWAY SIGN REHABILITATION LOAN
AGREEMENT IN THE AMOUNT OF $675,000 BY AND
BETWEEN THE COMMUNITY DEVELOPMENT COMMISSION
AND THE NATIONAL CITY MILE OF CARS ASSOCIATION
WHEREAS, the Community Development Commission ("CDC") is authorized and
empowered under the Community Redevelopment Law, California Health and Safety Code
Section 33000, et'seq. ("CRL"), to assist in the redevelopment of real property within a
redevelopment project area in conformity with a redevelopment plan adopted for such area; and
WHEREAS, the Mile of Cars Association is the owner of three separate freeway
signs with electronic displays in the City of National City; the first approximately located at 339
West 8th Street, visible from Interstate 5 ("I-5 Sign"); the second at 1615 East 14th Street,
visible from Interstate 805 ("I-805 Sign"); and the third at 1728 Sweetwater Road, visible from
California State Highway 54 ("Hwy 54 Sign"); and
WHEREAS, the CDC and Mile of Cars Association desire to rehabilitate the
existing structures located in the Project Area through a Freeway Sign Rehabilitation Loan
Agreement ("Loan Agreement") to make them safe and sound in all respects, attractive in
appearance, and not detrimental to the surrounding areas; and
WHEREAS, the Loan Agreement is subject to the provisions of the CRL, the
commercial rehabilitation loan program policies and standards adopted by the Commission, and
the Redevelopment Plan for the National City Redevelopment Project; and
WHEREAS, the Loan Agreement is for the rehabilitation of the existing
equipment and improvements constituting the signage, and for the Mile of Cars Association to
cause the rehabilitation of the signage; and
WHEREAS, the CDC further desires to enter into this Loan Agreement to ensure
Mile of Cars Association's redevelopment and operation of the signage because, pursuant to
the CRL and the Redevelopment Plan, such actions will help to eliminate blight in the Project
Area;
NOW, THEREFORE, BE IT RESOLVED that the Community
Development Commission of the City of National City hereby authorizes the Chairman to
execute a Freeway Sign Rehabilitation Loan Agreement in the amount of $675,000 by
and between the Community Development Commission of the City of National City and
Mile of Cars Association for the rehabilitation of the electronic freeway signs located
near Interstate 5, Interstate 805, and California State Highway 54.
--- Signature Page to Follow ---
Resolution No. 2010 —170
Page 2
PASSED and ADOPTED this 20th day of July,
ATTEST:
P. •
T
�►dia G. : f
ty Attorne
ROVED AS TO FORM:
on Morrison, Chairman
Passed and adopted by the Community Development Commission of the City of
National City, California, on July 20, 2010, by the following vote, to -wit:
Ayes: Commissioners Morrison, Sotelo-Solis, Van Deventer, Zarate.
Nays: None.
Absent: None.
Abstain: None.
AUTHENTICATED BY: RON MORRISON
Chairman, Community Development Commission
Secretal Comr`hjy Development Commission
By:
Deputy
I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of
RESOLUTION NO. 2010-170 of the Community Development Commission of the City
of National City, California, passed and adopted on July 20, 2010.
Secretary, Community Development Commission
By:
Deputy
6^g0t0 • y (7
CITY OF NATIONAL CITY, CALIFORNIA
COMMUNITY DEVELOPMENT COMMISSION AGENDA STATEMENT
MEETING DATE: July 20, 2010
AGENDA ITEM NO. 8
ITEM TITLE:
IA resolution approving a $675,000 Loan Agreement by and between the CDC and Mile of Cars
Association for rehabilitation of Mile of Cars freeway signage (loan term 20 years at 2-percent
interest). (Tax Increment Fund).,
PREPARED BY: 'Patricia Beard
PHONE: 4255 APPROVED B
DEPARTMENT: Redevelopment Division
Bad -
EXPLANATION:
[In order to assist in the revitalization of the Mile of Cars within the National City Redevelopment Project,
staff is asking the CDC Board to consider authorizing a loan for the rehabilitation of freeway signage.
Three freeway signs will be refurbished with the funds: signage on 1-5, SR 54 and 1-805. The Mile of
Cars Association will repay the CDC over a 20-year time period at 2-percent interest — 80 quarterly
payments of $10,030.04. Security for the loan comes through the City's ability to collect assessment
payments directly from the Association's members in the event of a default (Ordinance 2001-2191) and
the value of the signs themselves.
FINANCIAL STATEMENT: APPROVED:
;Transfer $675,000 from the Debt Service Fund (261) to the Tax Increment Fund (511) and
establish a loan receivable account 511-0242 in the amount of $659,900. Interest earning is
estimated at $142,203.20 over the 20 year period. $15,000 of the loan will be used for loan set up
expenses such as legal fees.
ENVIRONMENTAL REVIEW: Not applicable,
ORDINANCE: INTRODUCTION:
FINAL ADOPTION:
.17L. - Finance
STAFF RECOMMENDATION: Adopt the resolution.
BOARD / COMMISSION RECOMMENDATION:
ATTACHMENTS: Proposed Loan Agreement.
QNSOVU.‘\ON- NO. cdO\0•\'10
OFFICE OF THE CITY CLERK
1243 National City Blvd.
National City, California 91950
Michael R. Dalla, CMC - City Clerk
619-336-4228 phone • 619-336-4229 fax
MILE OF CARS ASSOCIATION
Freeway Sign Rehabilitation Loan
Resolution No. 2010-170
Adopted July 20, 2010
Denise Davis (CDC) Forwarded
Copy of Agreement to Participant