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HomeMy WebLinkAboutAgenda Packet - September 24, 2007 - CCDATE: SEPTEMBER 20, 2007 TO: MEMBERS OF CITY COUNCIL AND THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA RE: NOTICE OF AN ADIOURNED/SPECIAL MEETING to be held on MONDAY, SEPTEMBER 24, 2007, following the Utility Board Meeting or approximately 8:00 p.m.; (Utility Board Meeting will be held at Mountain View School); SPECIAL MEETING will be held at the Azusa Light and Water Conference Room, located at 729 North Azusa Avenue, Azusa, California, for the purpose of: to consider a CDBG Economic Development Loan for IL Forno Restaurant and to Conduct a Workshop on Affordable Housing Program. CANDACETOSCANO DEPUTY CITY CLERK AGENDA ADJOURNED/SPECIAL MEETING OF THE CITY COUNCIL AND THE REDEVELOPMENT AGENCY AZUSA LIGHT AND WATER 729 NORTH AZUSA AVENUE PRELIMINARY BUSINESS • Call to Order • Roll Call MONDAY, SEPTEMBER 24, 2007 following Utility Board Meeting or approximately 8:00 P.M. PUBLIC PARTICIPATION - Please note that public comments are welcomed by recognition of the Mayor. A. AGENDA ITEM APPROVAL OF A $105.000 CDBG ECONOMIC DEVELOPMENT LOAN FOR IL FORNO RESTAURANT, 619 NORTH AZUSA AVENUE. RECOMMENDED ACTION: Authorize the City Manager to execute an Economic Development Loan Agreement for up to $105,000 between City of Azusa and.11 Forno Restaurant. The loan proceeds will be used for working capital, in accordance with the Economic Development Loan Program guidelines. The working capital will enable the business to secure an on sale general — eating place liquor license - ABC License Type 47 ("liquor license"), increase operating revenue, and thus create and retain two full-time equivalent jobs and potentially create one full-time equivalent job for persons from low- and moderate -income households. II Fomo_Sep_24.doc CDBG LOAN AGREEMENT FOR IL F 2. WORKSHOP ON AFFORDABLE HOUSING PROGRAM. RECOMMENDED ACTION: Conduct Workshop. B. ADIOURNMENT. 1. Adjourn. In compliance with the Americans with Disabilities Act, ifyou need special assistance to anticipate in a city meeting, please contact the City Clerk at 626-812-5229. Notification three 3) working days prior to the meeting or time when special services are needed will assist staff r assuring that reasonable arrangements can be made to provide access to the meeting. " 2 Redevelopment Agency of the City of Azusa Down Payment Assistance Program (DPAP) Agency -Board Program Design Workshop DPAP Program Objectives • To increase affordable homeownership opportunities for low -and moderate -income households in the City of Azusa. • To encourage "Community Pillars" to live, and thrive in Azusa. • To develop sustainable solutions to affordable housing challenges. Azusa Real Estate Market Conditions • A total of 104 condominiums are listed for sale in the multiple listing service, with a median price of ® $ 337,000 • A total of 209 single family homes are listed for sale in the multiple listing service, with a median price of ® $470,000 • A total of 313 dwellings are available for sale in the City of Azusa. Data reflective of current for sale inventory identified in the MLS on September 20, 2007 Allowable Housing Expenses • Health and Safety Code Section 50052.5 recommends that housing costs not exceed: - 30% of annual gross income for lower income households ® 35% of annual gross income for moderate income households How the Program Works • DPAP Loans . Non-interest bearing, deferred home loans m Forgiven after borrower lives in home for 45 years . Due in full if borrower moves, sells, or adds a non -family member to title • No payments will be received by Agency while owner occupies • Agency will share in the owner's equity upon sale • DPAP Loan Amounts • Typical Borrower: $120,000 ® Community Pillar: $140,000 • Projected Program Participants ® 3 - Typical Borrowers ® 2 - Community Pillars •0• Who Qualifies ? 0000 0 0 • First -Time Buyers o Someone who has not had ownership interest in a property during the last 5 years • Lower or moderate income households . Azusa Residents o Rent or work in Azusa for 12 contiguous months prior to applying . 5% Borrower Contribution o $16,850 Condo Purchase (Maximum Contribution) * $23,500 Single Family Home (Maximum Contribution) • 8 Hours of Home Buyer Education Only approved providers •0• 0000 Who is a Low -Mod Buyer? 0000 0000 ®®0® 0 0 *HUD releases income limits around March of each year *Lower Income Household: •80% Of Area Median Income *Moderate Income Household: 9120% of Area Median Income 2007 HUD Income Limits for Los Angeles County Los Angeles County median income values have remained relatively stagnant over the past five (5) years 1 2 3 �tl 41-57 6 7 8 $ 41,450 $ 47,350 $ 53,300 $ 47,500 $ 54,200 $ 61,000 $ 59,200 $ 67,800 1 $ 63,950 $ 68,650 $ 73,400 $ 78,150 $ 73,200 $ 78,600 $ 84,100 $ 89,500 Los Angeles County median income values have remained relatively stagnant over the past five (5) years What Type of Home Can Be Purchased? • Single Family Residence up to $570,000 • Condominium up to $437,000 * Multi -family residences, such as a duplex and or triplex do not qualify 000 0000 00000 •000 00000 0000 0000 0 0 • Homes built before 1978 must have a 10 day lead- based paint investigation/inspection period. • All homes will be inspected by Azusa's Building & Code Compliance Department • Only homes located within City of Azusa limits qualify Who is. a "Community Pillar"? ® Full-time, credentialed K-12 teachers, counselors, vice -principals and principals ® Full-time, registered nurses and licensed vocational nurses ® Full-time police officers ® Full-time firefighters ® Adjunct professors of Azusa Pacific University and Citrus College What can a lower income family of four qualify for? Three bedroom, two bathroom condo. Private patio with direct access to 2 car -carport. r Indoor laundry. New carpet and paint to be completed on unit. Maximum Annual Income Allowed $59,200 Maximum Annual Housing Cost Payment Allowed $17,760 (30% of Annual Income) Purchase Price $320,000 CaIHFA Loan $136,000 @ 6.5% Fixed Rate) $860 HOP Loan $64,000) $0.00 Agency DPAP Loan ($120,000) $0.00 PropertyTaxes $333 Homeowner Association Dues $200 Utilities $80 What can a moderate income teacher, with a family of three qualify for? �I �p ZtTwo bedroom, one bath single family home on ya • 111 square foot lot.- ••. -• with fresh paint and newly installed carpet. j Maximum Annual Income Allowed $67,800 Maximum Annual Housing Cost Payment Allowed $23,730 (35% of Annual Income) Purchase Price $370,000 CaIHFA Loan ($230,000 @ 6.125% Fixed Rate) $1,397 Agency Community Pillar DPAP Loan ($140,000) $0.00 Property Taxes $385 Homeowners Insurance $60 Utilities $135 Equity Share ,4; .ItWA • A portion of the owner's equity will be shared with the Agency upon sale, transfer, or unapproved refinance. 1A Purchase Price $570,000 Closing Costs $17,100 Total Acquisition Cost $587,100 iI I . CalHFA Loan $324,600 Los Angeles County Home Ownership Opportunity Loan $114,000 Agency DPAP Loan $120,000 Borrower Contribution $28,500 Total Funding $587,100 i Amount of Borrower's CalHFA Loan $324,600 Amount of Agency DPAP Loan $120,000 Percentage of Agency Assistance 37% Sales Price $670,000 Gross Equity $100,00 Borrower Equity $63,000 1A DPAP Prelimina C7 • Three (3) DPAP Loans: Two (2) DPAP Community Pillars Loans: Legal & Administrative Fees: Final Applicant Loan Review: Total Project Total: $360,000 $280,000 $7,500 $7,500 $655,000 (No marketing expenses will be incurred, since the local business partner will market the program.) 00• •00® •0®®0 •®A0 Application Process °000 0 0 Application Received Local Business Partner To Qualify with CalHFA, LACDC, MCC Loan Review Consultant Issues Loan Recommendation' To Agency Loan Committee Agency Loan Committee Reviews Recommendation And Issues Final Approval n �I Only Qualified Applicants Are Sent To Agency for Final Review & Approval Loan Documents Drafted & Loan Funded •9• •00® Conclusion ®:o*� 12000 a 0 • Creating homeownership opportunities for lower and moderate income households will further strengthen the Azusa community. CITY COUNCIL AGENDA ITEM TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: BRUCE A. COLEMAN, ECONOMIC/COMMUNITY DEVELOPMENT DIRECTOR VIA: F.M. DELACH, CITY MANAGER DATE: SEPTEMBER 24, 2007 SUBJECT: APPROVAL OF A $105,000 CDBG ECONOMIC DEVELOPMENT LOAN FOR 11 FORNO RESTAURANT, 619 NORTH AZUSA AVENUE It is recommended that the Azusa City Council authorize the City Manager to execute an Economic Development Loan Agreement for up to $105,000 between City of Azusa and 11 Forno Restaurant. The loan proceeds will be used for working capital, in accordance with the Economic Development Loan Program guidelines. The working capital will enable the business to secure an on sale general — eating place liquor license - ABC License Type 47 ("liquor license"), increase operating revenue, and thus create and retain two full-time equivalent jobs and potentially create one full-time equivalent job for persons from low- and moderate -income households. The Proeram The Economic Development Loan Program ("EDLP") was adopted by the City Council with the approval of Resolution No. 07-C73 on August 6, 2007. The loan program was designed to create and retain jobs for individuals from low- and moderate -income households by encouraging the development of new businesses and the retention of existing businesses within the EDLP Downtown Azusa Target Area. The focus of the program is to retain existing retail, encourage and promote new retail, quality sit-down restaurants, and entertainment businesses to locate in Downtown Azusa. The program is funded through the Community Development Block Grant ("CDBG") program and all applicants must comply with all applicable US Department of Housing and Urban Development ("HUD"), County of Los Angeles, and EDLP regulations. Program guidelines call for a five percent (5%) interest rate. Applications are reviewed and approved on a first-come first -serve basis. The ADDllcant II Forno opened in March 2007 and has served as Azusa's first new downtown restaurant anchor. During its five months of operation, it has garnered considerable support from the community as it provides a much needed upscale sit-down restaurant. On average, 11 Forno's sales have increased 20% monthly since it opened. Although 11 Forno's clientele is growing at a steady pace, the owner is seeking financial assistance so that it may purchase a liquor license. The additional revenue generated by the liquor license will allow the business owner to create and retain two full-time jobs, and potentially create one additional job in early January 2008. These positions will allow the restaurant to continue to offer full service operations to solidify its customer base. Honorable Mayor and Members of the City Council September 24, 2007 Loan for II Porno Restaurant Page 2 of 2 ADDllcatlon Process II Forno submitted its application to the Redevelopment Agency on August 8, 2007. The EDLP guidelines require that an applicant demonstrate that jobs would be lost without agency assistance. The information provided on the loan application by II Forno was reviewed and verified by securing copies of its Point -of -Sale receipts, and copies of the various business expenses. The analysis concluded that jobs will be lost without agency assistance. On September 6, 2007 the Economic Development Loan Committee (EDLC), comprised of Alan kreimeier, Director of Administrative Services/CFO, Bruce Coleman, Economic/Community Development Director, and Robert Person, Assistant City Manager, convened a loan review meeting. Staff presented its findings and review of the loan application to the loan committee. Staff recommended that 11 Forno either secure a liquor license by entering the intercounty liquor license lottery or by purchasing one on the open market. An intercounty lottery license would cost approximately $70,000, while a license purchased on the open market would cost $105,000. Staff recommends that the EDLP loan amount be equal to the cost of the working capital required to secure the liquor license. 11 Forno will be notified by the Department of Alcoholic Beverage Control by no later than October 20, 2007 if it qualifies to purchase an intercounty liquor license. If 11 Forno is granted the right to purchase an intercounty liquor license, then the staff recommends that a loan amount of $70,000 be granted. This loan amount would require that 11 Forno retain one job position and create one job position for individuals from low -and moderate -income households. However, if 11 Forno is not granted the right to purchase an intercounty liquor license, then staff recommends a loan amount of $105,000 be granted, which would require that two job positions be retained and one job position be created for individuals from low -and moderate -income households. Upon review of 11 Forno's application, its income and expenses, its objectives to retain and create jobs for individuals from low- and moderate -income households, the EDLC voted unanimously to recommend that the City Council approve a loan amount up to $105,000. FISCAL IMPACT As directed by the City Council on August 6, 2007, a budget amendment for $125,000 was prepared to fund the Economic Development Loan Program. Currently, $125,000 is available and payable from CDBG funds. The funding of this loan will leave between $55,000 and $20,000 remaining for the Economic Development Loan Program. Attachment: Economic Development Loan Agreement ECONOMIC DEVELOPMENT LOAN AGREEMENT BETWEEN CITY OF AZUSA AND IL FORNO RESTAURANT THIS LOAN AGREEMENT ("Agreement"); entered into this day of September, 2007, by and between the CITY OF AZUSA ("City"), a California municipal corporation with its principal place of business at 213 East Foothill Boulevard, Azusa, CA 91702 and IL FORNO . ("Participant"), a California S corporation with a principal place of business located at 619 - 621 North Azusa Avenue, Azusa, CA 91702 ("Site"). WITNESSETH: . WHEREAS, City has been awarded by the United States Department of Housing and Urban Development a Community Development Block Grant pursuant to Title 42, U.S.C. Sections 5301 et sM. and Title 24 C.F.R., Part 570 that specifies certain monies are to be utilized for economic development through the creation and retention of jobs for low and moderate income persons; and WHEREAS, Subsection (17) of Section 5305 of Title 42, U.S.C. expressly allows Community Development Block Grant funds to be utilized to assist private, for profit entities; and WHEREAS, Participant, pursuant to City's Community Development Block Grant Program, applied for and was granted a loan based on criteria which demonstrated that the retention of Participant's full-service dine -in restaurant ("Project") would provide jobs for low and moderate income residents of the City of Azusa by providing financial assistance to be used as working capital; NOW, THEREFORE, for good and valuable consideration, and the mutual promises contained herein, the City and Participant agree as follows: 1. PURPOSE. City seeks to retain a full-service dine -in restaurant in the City and create employment opportunities as further described below. The funds to be provided shall provide financial assistance in the form of working capital to.the Participant based on the terms and conditions as contained in this Agreement. 2. DEFINITIONS. Except to the extent modified or supplemented by the terms of this Agreement, any term defined in Title I of the Housing and Community Development Act of 1974, Pub. L. 93-383, as amended (42 U.S.C. 5301 et sec.), or in the regulations promulgated by the Department of ORANGE\EHULL\39485.3 Housing and Urban Development governing Community Development Block Grants found at 24 C.F.R., Part 570 shall have the same meaning when used herein. 3. CITY LOAN. 3.1 Loan Amount (a) Both parties are aware that the costs of obtaining a full liquor license must be secured either through the Intercounty Lottery process or by purchasing a Los Angeles County Liquor License on the open -market. However, no Intercounty Lottery licenses shall be awarded after October 20, 2007. After this date, only open -market liquor licenses shall be available at significantly increased costs. Moreover, these licenses cannot be sold or transferred for two years following the date of license issuance. (b) Both parties agree that the maximum loan amount of Community Development Block Grant funds ("CDBG funds") to be awarded shall be determined after the date of this Agreement is executed based on the following condition: (1) If Participant successfully secures an Intercounty License by October 20, 2007, the City shall provide a maximum loan amount of Seventy Thousand Dollars ($70,000) in CDBG Funds. Said loan proceeds shall be used to purchase a Intercounty Liquor License; or (2) If Participant fails to secure, through no fault of Participant, an Intercounty License by October 20, 2007, the City shall provide a maximum loan amount of One Hundred and Five Thousand Dollars ($105,000) of CDBG Funds. Said loan proceeds shall be used to purchase a Los Angeles County Liquor License. (c) This maximum loan amount shall be used to finance the tenant improvement to the Site, including and limited to providing working capital in order to secure a full liquor license — CLASS 47. (d) Participant shall comply with the liquor license timelines and fee schedules as set forth in Attachment No. 1. 3.2 Interest City shall provide the loan at an interest rate of five percent (5%). 3.3 Securi As security for said loan and prior to disbursement of any loan proceeds from City to Participant, Participant shall execute a Promissory Note, in substantially the form attached hereto as Attachment No. 2 and incorporated herein by reference. The loan shall also be secured by the written personal guarantee of Seyed S. Zaribaf ("Guaranty") which shall be executed prior to disbursement of any loan proceeds from the City to Participant, in substantially the form ORANGE\EHULL\39485.3 attached hereto as Attachment No. 3 and incorporated herein by reference. Said Promissory Note and Guaranty shall be both duly recorded in the office of the Los Angeles County Recorder. 3.4 Term The term of the loan is five (5) years. However, the loan will be forgiven if the applicant complies with the requirement to hire individuals from low- and moderate -income households for a period of five years. 3.5 Use. of Funds The Loan may be used for acquisition of a full service liquor license as described in Section 3.1. above, pursuant to the schedule and milestones set forth in the Scope of Development attached hereto as Attachment 1. 3.6 Records Participant shall maintain such records as are necessary and convenient for City to verify that the use of the Loan is in accordance with this Agreement. These records shall be made available for inspection upon any reasonable request by the City. 4. PROHIBITION AGAINST CHANGE IN OWNERSHIP MANAGEMENT AND CONTROL OF PARTICIPANT 4.1 Successors -in -Interest; Manasement No voluntary or involuntary successor in interest of Participant shall acquire any rights or powers under this Agreement except as expressly set forth herein. Any change in ownership, management and control shall be subject to the approval of the City, but such approval shall not be unreasonably withheld. Participant shall not assign all or any part of this Agreement without the prior written approval of the City, which written approval shall not be unreasonably withheld. 4.2 Sale or Transfer of Business Interests Should the Participant sell or transfer any interest in the business within five years of the loan date, the full loan amount as determined in Section 3.1 (b) shall become immediately due and payable. 4.3 New Business Partners Should the Participant wish to add a partner(s) to the business within the five years of the loan date, the full loan amount as determined in Section 3.1 (b) may become immediately due and payable unless reviewed and approved by the Azusa City Council. ORANGE\£HULL\39485.3 4.4 Failure to Operate If the Participant fails to operate the business during any six (6) month period, the outstanding balance of the loan will become immediately due and payable. 5. The City Manager is authorized to disburse such funds upon (1) Participant's delivery of the Loan Note executed by Participant's authorized representative(s); (2) Delivery to the City of signed personal'guarantee; and (3) Participant's delivery to City of a UCC -1 financing statement for business equipment and inventory at the Site securing the Loan Note executed by Participant's authorized representative(s); and (4) Participant's delivery to the City the award letter for an Intercounty Liquor License or demand for payment from a Commercial Liquor License Broker demonstrating that the Participant is procuring a full service liquor license. 6. OPERATION AND IMPLEMENTATION BY PARTICIPANT 6.1 Operation of Participant's Business In operating Participant's business on the Site, Participant. agrees to the hiring goals set forth on Attachment No. 4 titled "Hiring Goals". 6.2 Costs of Procurement - The costs of procuring the liquor license necessary for Participant's business shall be borne by the Participant, except for the loan to be made by City or loans to be made by others. INDEMNIFICATION. (a) Except for the gross negligence or willful misconduct of City, Azusa City Council, Los Angeles County Community Development Commission ("CDC"), or their officers, officials, employees and agents, Participant shall indemnify, defend and hold harmless the City, its officers, agents and employees (collectively the "Indemnified Parties") from any claims, actions, damages, penalties, suits or damages to, property and injuries to persons, including accidental death (including reasonable attorneys, fees and costs), and other liabilities which may be caused by any of Participant's activities under this Agreement, including but not limited to efforts to procure the liquor license or construction, whether such activities or performance thereof be by Participant or anyone directly or indirectly employed or contracted with by Participant and whether such damage shall accrue or be discovered before or after termination of this Agreement. (b) No member, official or employee of City shall be personally liable to Participant, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Participant or successor or on any obligations under the terms of this Agreement. ORANGE\£HULL\39485.3 8. INSURANCE (a) Participant shall.procure and maintain during the entire period of this Agreement, at its sole expense, the following minimum insurance: (1) Participant shall procure and maintain Workers' Compensation Insurance as required by law for any employees to engaged by Participant at the site and, in case of any work that is contracted out, shall require that the contractor(s) and subcontractor(s) similarly provide Workers' Compensation Insurance for all of their respective employees engaged to work on the project., (2) Participant shall procure and maintain comprehensive bodily injury liability, automotive bodily injury and property damage liability insurance as the City may require which shall protect Participant, CDC, City and any lessee, assignee, contractors or subcontractors from claims for such damages. The insurance required by this Agreement shall include a commercial general liability policy with policy limits of not less than Two Million Dollars ($2,000,000.00) combined single limit, including contractual liability. Such insurance shall be maintained until the repayment by Participant of City's Loan or total forgiveness of the Loan Note, as more particularly set forth in the Loan Note (defined herein). City may terminate this Agreement and demand payment of all amounts outstanding due under the Loan Note (defined herein) if the above insurance is not maintained. Participant shall and shall require to Participant from claims for damages for personal injury, including accidental and wrongful deaths, as well as from claims for property damage, which may arise from the performance of the commercial services rendered by Participant, it being provided that such insurance shall name City as an additional insured and it being further provided that such insurance shall provide for combined coverage limits of not less than $2,000,000.00 per occurrence. (b) Participant shall furnish an original certificate of insurance countersigned by an authorized agent of the insurance carrier on a form of the insurance carrier setting forth the general provisions of the insurance coverage. This countersigned certificate for the liability policies named above shall name the Indemnified Parties as additional insureds under the policy. The certificate by the insurance carrier shall contain a statement of obligation on the part of the carrier to notify City by certified mail 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. (c) Coverage provided hereunder by Participant shall be primary insurance and not contributing with any insurance maintained by City or the CDC, and the policy shall contain such an endorsement. The insurance policy or the certificate of insurance shall contain a waiver of subrogation for the benefit of City and CDC. The required certificate shall be furnished by Participant within ten (10) days following City's execution of this Agreement. 9. PERMITS. Before commencement of construction or development of any buildings, structures or ORANGE\EHULL\39485.3 other work of improvement upon the Site, Participant shall secure or cause to be secured any and all permits and other documents necessary from any public entity, which may be required by City or any other governmental agency affected by such construction, development or work. City shall provide all proper assistance to Participant in securing these permits, including but not limited to coordination with all on-site and off-site building plans submitted to any public entity or public utility by Participant. All costs and fees in obtaining these permits and other documents are not waived and shall be the sole expense and liability of Participant. Nothing contained herein shall entitle Participant to any preference or guaranty that any or all permits will be issued. 10. NON-DISCRIMINATION. Participant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Participant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 11. COMPLIANCE WITH ALL CDBG REQUIREMENTS. The City as a participant in the CDBG program, funded by the United States Department of Housing and Urban Development (HUD), requires that Participant comply with all standard CDBG regulations and Participant agrees to so comply. Participant shall retain existing and employ the new employee in accordance with the CDBG program requirements as outlined on Attachment No. 4 and shall comply with the provisions of the City of Azusa Economic Development Loan Program. In addition, program participants shall provide copies of the DE6 form, the State of California Quarterly Wage and Withholding Report, to the CDBG Division on a quarterly basis. 12. REPAYMENT. If Participant should cease business at the Site, Participant shall repay, in cash, the balance due on the Loan Note, in that amount as set forth in the Loan Note, within fifteen (15) days following Participant's receipt of written notification from the City to repay the balance due on the Loan Note. The term "cease business" shall mean when the Site is no longer used as the principal place of business for Participant's restaurant business. Participant shall give City written notice not less than thirty (30) days prior to cessation of business. 13. PARTICIPANT AGREEMENT/ECONOMIC DEVELOPMENT. Participant shall execute concurrently with this Agreement that agreement titled Participant Agreement/Economic Development Loan Agreement which is attached hereto and made a part hereof as Attachment No. 5. In the event of any conflict between this Agreement and the Participant Agreement/Economic Development Loan Agreement, the provisions of the ORANGE\EHULL\39485.3 latter agreement shall control, provided that after the City has disbursed the Loan to Participant. Participant may not terminate this Agreement or the Participant Agreement/Economic Development agreement. 14. USE OF THE SITE 14.1 Permitted Uses The Site shall be used and operated by Participant only for dine -in restaurant operations, and related uses and Participant shall not cease business as described in Section 12 herein. 14.2 Maintenance of the Site Participant shall maintain the improvements on the Site and shall keep the Site free from any accumulation of debris or waste materials and shall remove any graffiti within 24 hours. 14.3 Local Employment To the greatest extent possible, Participant shall employ low -to -moderate income residents of the City in its operations at the Site. (Section 3, Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701 et. sec.). 15. DURATION OF AGREEMENT The restrictions established in this Agreement, without regard to technical classification and designation, shall be binding on Participant and any successor in interest to the Site or any part thereof for the benefit and in favor of City, its successors and assigns, and the CDC. The covenants contained in this Agreement shall remain in effect for a period of five (5) years from the date of compliance with the job creation requirements as specified in the economic development loan policy. 16. DEFAULTS, REMEDIES AND TERMINATION (a) Subject to the extension of time set forth in Section 21, failure or delay by either party to perform any term or provision of this Agreement constitutes a default under this Agreement. The party who so fails or delays must commence to cure, correct, or remedy such failure or delay within not less than sixty (60) days from the date of the default or delay and shall complete such cure, correction or remedy with reasonable diligence. (b) If a default remains uncured, the injured party shall give written notice of uncured default to the party in default, specifying the default complained of by the injured party. Except as required to protect against further damages, the injured party may not terminate this Agreement or institute proceedings against the party in default until fifteen (15) days after giving such notice. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default. ORANGE\EHULL\39485.3 (c) In addition to any other rights or remedies, either party may institute legal action to cure, correct, or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement. Such legal actions must be instituted in the Superior Court of the City of Azusa, State of California, or in any other appropriate court in that City, or in the United States District Court in the Central District of California. 17. APPLICABLE LAW. This Agreement will be governed by and construed in accordance with the laws of the State of California. The parties expressly agree to the jurisdiction and venue of the appropriate courts in the County of Los Angeles, State of California. 18. TERMINATION - FAILURE TO OBTAIN HUD APPROVAL. Participant has agreed that the Loan to be made is under the CDBG program, funded by the United States Department of Housing and Urban Development (HUD), which requires that Participant apply for such Loan who must be approved by the City of Azusa acting as administrator of the funding provided by HUD. If Participant's application should be denied by either HUD or the City of Azusa, either City or Participant shall have the right to terminate this Agreement upon five (5) days written notice to the other. Upon such termination neither party shall have any further obligation to the other except for Participant's obligation to indemnify City pursuant to Section 7 for obligations which have accrued before the date of such termination. 19. NOTICES, DEMANDS AND COMMUNICATIONS. (a) Formal notices, demands and communications between the City and the Participant shall be sufficiently given if in writing and personally delivered or sent by overnight courier (e.g. Federal Express), or by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of the.City and the Participant, as stated above. Such written notices, demands and communications maybe sent in the same manner to such other addressees as either party may from time to time designate by mail as provided in this Section. (b) Any written notice, demand or communication shall be deemed received immediately if delivered by hand and shall be deemed received on the fifth day from the date it is postmarked if delivered by registered or certified mail. 20. POLITICAL ACTIVITY/LOBBYING CERTIFICATION (a) No member, official or employee of City 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 it is, directly or indirectly, interested. (b) Participant warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement except for payments of Participant's attorneys' and Participants' fees as Participant may incur in preparation of this Agreement. ORANGE\EHULL\39485.3 (c) Participant may not conduct any activity, including any payment to any person, officer, or employee of any agency or member of Congress in connection with the awarding of any federal contract, loan, or loan, intended to influence legislation, administrative rule-making or the election of candidates for public office during time compensated for under the contract or under representation that such activity is being performed as a part of the contract responsibility. (d) Participant shall comply with all applicable federal, state and City laws and regulations governing conflict of interest. 21. 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 where delays or defaults are due to war; insurrections; strikes; lock- outs; 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 (including unlawful detainer actions and condemnation actions); unusually severe weather; inability to secure necessary labor, materials and tools; delays of any contractor, subcontractor or supplier; acts of the other party; acts or failure to act of the City or any other public or governmental entity (other than that acts or failure to act of City shall not excuse performance by City) or any other causes beyond the control or without the fault of the party claiming an extension of time to perform. 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. Times of performance under this Agreement may also be extended in writing by City and Participant. 22. APPROVALS. Approvals required of City or Participant shall be in writing and shall not be unreasonably withheld or delayed. 23. ASSIGNMENT. Neither this Agreement nor any clause or provision contained herein may be assigned, transferred or released without the express written consent of the City. 24. CHANGES OR MODIFICATIONS. No part of this Agreement may be modified, altered, amended, waived, or changed without the express written consent of all parties, with the modification, alternation, amendment, waiver or change in writing and subscribed to by all parties to this Agreement. 25. SEVERABILITY. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. 26. ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS. This Agreement is executed in three (3) duplicate originals, each of which is deemed to be an original. This Agreement includes ten (10) pages and five (5) attachments, which constitute the entire understanding and agreement of the parties. The parties acknowledge and agree that at all times they have intended that none of the preliminary negotiations concerning this transaction would be binding on either party, and that they would be bound to each other only by a single formal ORANGE\EHULL\39485.3 comprehensive document containing this paragraph and all of the agreements of the parties, in final form, which has been executed and delivered by City and Participant. The parties acknowledge that none of the prior oral agreements between them (and none of the representations on which either of them has relied) relating to the subject matter of this Agreement shall have any force or effect whatever, except as and to the extent that such agreements and representations have been incorporated in this Agreement. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of City or Participant, and all amendments hereto must be in writing and signed by the appropriate authorities of City and Participant. 27. TIME FOR ACCEPTANCE. This Agreement, when executed by Participant and delivered to the City, must be authorized, executed and delivered by City within thirty (30) days after date of signature by Participant or this Agreement shall be voidable, upon notice in writing from Participant. The date of this Agreement shall be the date when the Agreement shall have been signed by City. IN WITNESS WHEREOF, City and Participant have executed this Agreement as of the dates set opposite their signatures. Dated: Dated: ORANGE\EHULL\39485.3 CITY OF AZUSA F.M. Delach, City Manager PARTICIPANT IL FORNO RESTAURANT go Seyed S. Zaribaf, Sole Proprietor ATTACHMENT NO. 1: SCOPE OF DEVELOPMENT Participant's Improvements shall consist of tenant's improvements to the Site including, and limited to, the following: • Working capital to secure a full liquor license — CLASS 47 Should an Intercounty License be secured, the maximum loan amount allowed will be $70,000. Should the Participant fail to secure an Intercounty License by October 20, 2007, then a maximum loan amount of $105,000 will be allowed. Said proceeds will be used to purchase a Los Angeles County Liquor License in the open market. It is expected that the Participant will adhere to and follow the following liquor license timelines and fee schedule. Intercounty Lottery Application Period: Sept 10`h through 2151 o License cannot be sold or transferred for two years following the date of license issuance • Intercounty Lottery Status Notifications Released: October 4 — 20, 2007 • Intercounty License Costs o Purchase of license from outside Los Angeles County: $60,000 • A $20,000 Deposit is required for purchase o Escrow/Closing Costs: $3,000 o ABC Intercounty Lottery Application Fee: $7,000 o Total Cost: $70,000 • Timelines: License would be operational in November —December 2007 • Los Angeles County Open Market License Costs o Purchase of license on open the market: $85,000 - $100,000 o Escrow/Closing Costs: $5,000 • Total Cost: $90,000 - $105,000 • Timelines: License would be operational in December 2007- January 2008 Dated: September _, 2007 IL FORNO RESTAURANT Seyed S. Zaribaf, Sole Proprietor ORANGE\EHULL\39485.3 ATTACHMENT NO.2 - A PROMISSORY NOTE $105,000 Azusa, California, _th of September, 2007 1. For value received, IL FORNO RESTAURANT, ("MAKER"), promises to pay to CITY OF AZUSA ("CITY"), or order, at Azusa, California, the principal sum of One Hundred Five Thousand Dollars ($105,000.00) with interest on the amounts of principal remaining from time to time unpaid, until said principal sum is paid, at a five percent (5%) per annum. Interest which accrues and is unpaid shall be added to principal on an annual basis and thereafter bear interest as if it were part of principal. Principal and all accrued and unpaid interest shall be due and payable in lawful money of the United States of America not later than five (5) years following the date Participant is required to comply with the job creation requirements as specified in the economic development loan policy. 2. This Note is made pursuant to that Loan Agreement (the "Agreement"), between IL FORNO RESTAURANT (as the "Participant" therein) and the CITY OF AZUSA dated September _, 2007, which Agreement is incorporated by reference and the terms of this Note shall be construed in accordance with the Agreement. Any default by Participant under the Loan Agreement shall be deemed to be a default of this Note. 3. MAKER may prepay in whole, or from time to time, in part, and without any premium or penalty therefore, the principal amount then remaining unpaid together with any accrued unpaid interest on this Note. Any prepayment shall first be applied to accrued unpaid interest on this Note and the balance to principal. 4. Each payment shall be credited first, on the interest then due; and the remainder on the principal sum; and interest shall thereupon cease upon the amount so credited on said principal SUM. 5. MAKER shall be entitled to a credit against the principal due hereunder equal to Twenty One Thousand Dollars ($21,000.00) per annum, plus interest which has accrued and is unpaid on such portion of the principal, for each full calendar year that MAKER both occupies the Site (as "Site" is defined in the Agreement) and is in compliance with the job creation requirements as specified in the economic development loan policy. If MAKER has operated its business and related facilities on the Site for five (5) consecutive calendar years commencing with the date of compliance with the job creation requirements as specified in the economic development loan policy, any unpaid balance on this Note shall be forgiven. 6. If Participant should cease business at the Site as such term is defined in the Agreement, or fails to meet the job creation requirements as specified above, MAKER shall pay to the CITY, in cash, within fifteen (15) days of the MAKER's receipt of written notification from the CITY, the amount then owing on the principal and interest of this Note, less credit only for such payments or reductions pursuant to paragraph 5 of this Note. Such payment shall fully discharge MAKER's obligation to CITY under this Note. ORANGE\EHULL\39485.3 7. MAKER agrees to indemnify, defend and hold harmless CITY, its officers, officials, employees, agents, successors and assigns from and against any and all claims, demands, costs, liabilities and obligations of any kind or nature arising out of any default hereunder, including Without limitation all costs of collection, including reasonable attorneys' fees and all costs of suit, in the event the unpaid principal sum of this Note and/or any interest thereon is not paid when due. Should suit be commenced to collect on this Note or any portion thereof, such sum as the Court may deem reasonable shall be added hereto as attorney's fees and costs of suit. 8. No delay or omission by CITY in exercising any rights under this Note shall operate as a waiver of such right or any other right under this Note or other agreements. 9. To the extent permitted by this Note and by operation of law, this Note shall be binding upon and inure to the benefit of the respective legal and personal representatives, successors, and assigns of MAKER and CITY. 10. This Note shall be governed by and construed according to California law and consistent with the provisions of the Agreement. 11. MAKER and the person executing this Note on behalf of MAKER hereby represent and warrant to CITY that: (a) MAKER is a duly organized and validly existing individual, partnership or corporation in good standing under the laws of the jurisdiction of its formation, is qualified to transact business in the State of California, and has the full power and authority to execute, deliver and perform its obligations under the this Note; (b) this Note constitutes the duly authorized, legally valid and binding obligation of MAKER, enforceable against MAKER in accordance with its terms; and neither the execution, delivery or performance of this Note by MAKER will breach any statute, law, ordinance, rule or regulation or conflict with or result in a breach of any of the terms, conditions or provisions of any judgment, order, injunction, decree or ruling of any court or governmental authority to which MAKER is subject or any agreement or instrument to which it is a party or by which it is bound, or constitute a default thereunder. 12. The payment and performance of this Note shall be secured by a (1) UCC -1 filing with the California Secretary of State under the California Uniform Commercial Code executed by MAKER, and (2) Personal Guarantee of Seyed S. Zaribaf, attached to the Agreement as Attachment No. 3. Executed at Azusa, California, as of the date first written above. IL FORNO RESTAURANT Dated: September, 2007 By: Seyed S. Zaribaf, Sole Proprietor ORANGE\ENULL\39485.3 ATTACHMENT NO. 2 - B PROMISSORY NOTE $70,000 Azusa, California, _th of September, 2007 1. For value received, IL FORNO RESTAURANT, ("MAKER"), promises to pay to CITY OF AZUSA ("CITY"), or order, at Azusa, California, the principal sum of Seventy Thousand Dollars ($70,000.00) with interest on the amounts of principal remaining from time to time unpaid, until said principal sum is paid, at a five percent (5%) per annum. Interest which accrues and is unpaid shall be added to principal on an annual basis and thereafter bear interest as if it were part of principal. Principal and all accrued and unpaid interest shall be due and payable in lawful money of the United States of America not later than five (5) years following the date Participant is required to comply with the job creation requirements as specified in the economic development loan policy. 2. This Note is made pursuant to that Loan Agreement (the "Agreement"), between IL FORNO RESTAURANT (as the "Participant" therein) and the CITY OF AZUSA dated September _, 2007, which Agreement is incorporated by reference and the terms of this Note shall be construed in accordance with the Agreement. Any default by Participant under the Loan Agreement shall be deemed to be a default of this Note. 3. MAKER may prepay in whole, or from time to time, in part, and without any premium or penalty therefore, the principal amount then remaining unpaid together with any accrued unpaid interest on this Note. Any prepayment shall first be applied to accrued unpaid interest on this Note and the balance to principal. 4. Each payment shall be credited first, on the interest then due; and the remainder on the principal sum; and interest shall thereupon cease upon the amount so credited on said principal sum. 5. MAKER shall be entitled to a credit against the principal due hereunder equal to Fourteen Thousand Dollars ($14,000.00) per annum, plus interest which has accrued and is unpaid on such portion of the principal, for each full calendar year that MAKER both occupies the Site (as "Site" is defined in the Agreement) and is in compliance with the job creation requirements as specified in the economic development loan policy. If MAKER has operated its business and related facilities on the Site for five (5) consecutive calendar years commencing with the date of compliance with the job creation requirements as specified in the economic development loan policy, any unpaid balance on this Note shall be forgiven. 6. If Participant should cease business at the Site as such term is defined in the Agreement, or fails to meet the job creation requirements as specified above, MAKER shall pay to the CITY, in cash, within fifteen (15) days of the MAKER's receipt of written notification from the CITY, the amount then owing on the principal and interest of this Note, less credit only for such payments or reductions pursuant to paragraph 5 of this Note. Such payment shall fully discharge MAKER's obligation to CITY under this Note. ORANGE\£HULL\39485.3 7. MAKER agrees to indemnify, defend and hold harmless CITY, its officers, officials, employees, agents, successors and assigns from and against any and all claims, demands, costs, liabilities and obligations of any kind or nature arising out of any default hereunder, including without limitation all costs of collection, including reasonable attorneys' fees and all costs of suit, in the event the unpaid principal sum of this Note and/or any interest thereon is not paid when due. Should suit be commenced to collect on this Note or any portion thereof, such sum as the Court may deem reasonable shall be added hereto as attorney's fees and costs of suit. 8. No delay or omission by CITY in exercising any rights under this Note shall operate as a waiver of such right or any other right under this Note or other agreements. 9. To the extent permitted by this Note and by operation of law, this Note shall be binding upon and inure to the benefit of the respective legal and personal representatives, successors, and assigns of MAKER and CITY. 10. This Note shall be governed by and construed according to California law and consistent with the provisions of the Agreement. 11. MAKER and the person executing this Note on behalf of MAKER hereby represent and warrant to CITY that: (a) MAKER is a duly organized and validly existing individual, partnership or corporation in good standing under the laws of the jurisdiction of its formation, is qualified to transact business in the State of California, and has the full power and authority to execute, deliver and perform its obligations under the this Note; (b) this Note constitutes the duly authorized, legally valid and binding obligation of MAKER, enforceable against MAKER in accordance with its terms; and neither the execution, delivery or performance of this Note by MAKER will breach any statute, law, ordinance, rule or regulation or conflict with or result in a breach of any of the terms, conditions or provisions of any judgment, order, injunction, decree or ruling of any court or governmental authority to which MAKER is subject or any agreement or instrument to which it is a party or by which it is bound, or constitute a default thereunder. 12. The payment and performance of this Note shall be secured by a (1) UCC -1 filing with the California Secretary of State under the California Uniform Commercial Code executed by MAKER, and (2) Personal Guarantee of Seyed S. Zaribaf, attached to the Agreement as Attachment No. 3. Executed at Azusa, California, as of the date first written above. IL FORNO RESTAURANT Dated: September, 2007 By: Seyed S. Zaribaf, Sole Proprietor ORANGE\EHULL\39485.3 ATTACHMENT NO.3 GUARANTY OF NOTE 1. RECITALS 1.1 CITY OF AZUSA, hereinafter referred to as "PAYOR" and IL FORNO RESTAURANT., hereinafter referred to as "MAKER" are about to execute a document entitled "LOAN NOTE" ("NOTE"), dated September _, 2007, pursuant to that Loan Agreement dated September _, 2007, between MAKER and PAYOR. 1.2 Seyed S. Zaribaf hereinafter referred to, individually and collectively, as "Guarantor" has a financial interest in MAKER; and 1.3 PAYOR would not make the loan to MAKER if Guarantor did not execute and deliver to PAYOR this Guaranty. ►041=ell-"m — r�� 2.1 For and in consideration of the loan by PAYOR and as a material inducement to PAYOR to make such LOAN, hereby jointly, severally, unconditionally and irrevocably guarantee the prompt payment by MAKER of all sums payable by MAKER under the NOTE and the faithfully and prompt performance by MAKER of each and every one of the terms, conditions and covenants of said NOTE to be kept and performed by MAKER. 2.2 The terms of the NOTE may be altered, affected, modified or changed by written agreement between PAYOR and MAKER, or by a course of conduct, and said NOTE may be assigned by PAYOR or any assignee of PAYOR without consent or notice to Guarantor and this Guaranty shall thereupon and thereafter guarantee the performance of said NOTE as so changed, modified, altered or assigned. 2.3 This Guaranty shall not be released, modified or affected by failure or delay on the part of PAYOR to enforce any of the rights or remedies or the PAYOR under said NOTE, whether pursuant to the terms thereof or at law or in equity. 2.4 No notice of default need to be given to Guarantor, it being specifically agreed and understood that the guarantee of the undersigned is a continuing guarantee under which PAYOR may proceed forthwith and immediately against MAKER or against following any breach or default by MAKER or for the enforcement of any rights which PAYOR may have as against MAKER pursuant to or under the terms of the within NOTE or at law or in equity. 2.5 PAYOR shall have the right to proceed against Guarantor hereunder following ORANGE\EHULL\39485.3 any breach or default by MAKER without first proceeding against MAKER -and without previous notice or to demand upon neither MAKER or Guarantor. 2.6 Guarantor hereby waive (a) notice of acceptance of this Guaranty, (b) demand of payment, presentation and protest, (c) all right to assert or plead any statue of limitations as to or relating to the Guaranty and the NOTE, (d) any right to require the PAYOR to proceed against the MAKER or any other Guarantor or any other person or entity liable to PAYOR, (e) any right to require PAYOR to apply to any default any security deposit or other security it may hold under the NOTE, (f) any right to require PAYOR to proceed under any other remedy PAYOR may have before proceeding against Guarantor, (g) any right or subrogation. 2.7 Guarantor does hereby subrogate all existing or future indebtedness of MAKER to Guarantor to the obligations owed to PAYOR under the NOTE and this Guaranty. 2.8 Any married person who signs this Guaranty expressly agrees that recourse may be held against his or her separate property for all of his or her obligations hereunder. 2.9 The obligations of MAKER under the NOTE to execute and deliver estoppel statements and financial statements, as therein provided shall be deemed to also require the Guarantor hereunder to do and provide the same relative to Guarantor. 2.10 The terms "PAYOR" whenever hereinabove used refers to and means the PAYOR in the foregoing NOTE specifically named and also any assignee of said PAYOR, whether by outright assignment or by assignment for security, and also any successor to the interest of said PAYOR or of any assignee in the NOTE or any part thereof, whether by assignment or otherwise. 2.11 The terns "MAKER" whenever hereinabove used refers to and means the MAKER and any successor to the interests of MAKER, whether by Assignment, sale, or otherwise. 2.12 In the event any action is brought by said PAYOR against Guarantor hereunder to enforce the obligations hereinunder, the unsuccessful party in such action shall pay to the prevailing party therein a reasonable attorney's fee which shall be fixed by the court. [SIGNATURES ON THE FOLLOWING PAGE] ORANGE\EHULL\39485.3 Executed this _ day of September, 2007, at Azusa, California. "GUARANTOR" Seyed S. Zaribaf "PAYOR" CITY OF AZUSA F.M. Delach, City Manager "MAKER" IL FORNO RESTAURANT Seyed S. Zaribaf, Sole Proprietor ORANGE\EHULL\39985.3 ATTACHMENT NO.4 CDBG HIRING/RETENTION GOALS Hiring goals are defined by the Los Angeles County Community Development Commission (CDC) and the federal Department of Housing and Urban Development (HUD). Regulations regarding Special Economic Development Activities are described in Community Development Commission Compliance Handbook, §570.203(b), and national objectives are specified in §570.208(a)(4)(I)(ii)(iii)(iv)(v)(vi). Copy referenced sections are attached in Exhibit A. In meeting the hiring goals stated above, Participant shall comply with the rules and regulations of the CDC and HUD, and the City of Azusa's Economic Development Loan Program Policy. By signing below, Participant acknowledges receipt of a copy of the job creation requirements of such rules and regulations. IL FORNO RESTAURANT Dated: September, 2007 Seyed S. Zaribaf, Sole Proprietor 0RANGE\EffnL\39485.3 Number of Full -Time Equivalent Employees Required # of New or Required to be Hired or Retained Equivalent Loan Amount Retained Hires that Must be L/M $35,000 1 1 $35,001 to $70,000 2 2 $70,001 to $105,000 3 3 Hiring goals are defined by the Los Angeles County Community Development Commission (CDC) and the federal Department of Housing and Urban Development (HUD). Regulations regarding Special Economic Development Activities are described in Community Development Commission Compliance Handbook, §570.203(b), and national objectives are specified in §570.208(a)(4)(I)(ii)(iii)(iv)(v)(vi). Copy referenced sections are attached in Exhibit A. In meeting the hiring goals stated above, Participant shall comply with the rules and regulations of the CDC and HUD, and the City of Azusa's Economic Development Loan Program Policy. By signing below, Participant acknowledges receipt of a copy of the job creation requirements of such rules and regulations. IL FORNO RESTAURANT Dated: September, 2007 Seyed S. Zaribaf, Sole Proprietor 0RANGE\EffnL\39485.3 Exhibit A CDBG § 570.203 Special Economic Development Activities. A recipient may use CDBG funds for special economic development activities in addition to other activities authorized in this subpart which may be carried out as part of an economic development project. Guidelines for selecting activities to assist under this paragraph are provided at § 570.209. The recipient must ensure that the appropriate level of public benefit will be derived pursuant to those guidelines before obligating funds under this authority. Special activities authorized under this section do not include assistance for the construction of new housing. Special economic development activities include: (a) The acquisition, construction, reconstruction, rehabilitation or installation of commercial or industrial buildings, structures, and other real property equipment and improvements, including railroad spurs or similar extensions. Such activities may be carried out by the recipient or public or private nonprofit sub -recipients. (b) The provision of assistance to a private for-profit business, including, but not limited to, loan, loans, loan guarantees, interest supplements, technical assistance, and other forms of support, for any activity where the assistance is appropriate to carry out an economic development project, excluding those described as ineligible in § 570.207(a). In selecting businesses to assist under this authority, the recipient shall minimize, to the extent practicable, displacement of existing businesses and jobs in neighborhoods. (c) Economic development services in connection with activities eligible under this section, including, but not limited to, outreach efforts to market available forms of assistance; screening of applicants; reviewing and underwriting applications for assistance; preparation of all necessary agreements; management of assisted activities; and the screening, referral, and placement of applicants for employment opportunities generated by CDBG-eligible economic development activities, including the costs of providing necessary training for persons filling those positions. [53 FR 34439, Sept. 6, 1988, as amended at 60 FR 1944, Jan. 5, 1995] ORANGE\EHULL\39485.3 PARTICIPANT AGREEMENT BETWEEN CITY OF AZUSA AND IL FORNO RESTAURANT ECONOMIC DEVELOPMENT PROGRAM.- CDBG PROJECT NUMBER 601030-07 0RANGE\EHULL\39485.3 TABLE OF CONTENTS L SCOPE OF SERVICE I A. Activities 1 B. Program Delivery 1 C. General Administration 2 D. Levels of Accomplishment 2 E. Staffing 2 F. Performance Monitoring 2 It. TIME OF PERFORMANCE 2 III. PAYMENT 2 IV. NOTICES 3 V SPECIAL CONDITIONS 3 VI GENERAL CONDITIONS 3 A. General Compliance 3 B. Independent Contractor 3 C. Hold Harmless 4 D. Workers' Compensation 4 E. Insurance 4 F. Grantor Recognition 4 G. Amendments 4 H. Suspension or Termination 5 VII ADMINISTRATIVE REQUIREMENTS 5 A. Financial Management 5 1. Accounting Standards 5 2. Cost Principles 5 B. Documentation and Record -Keeping 6 1. Records to be Maintained 6 2. Retention 6 3. Client Data 6 4. Disclosure 7 5. Property Records 7 6. National Objectives 7 7. Close -Outs 7 ORANGE\EHULL\39485.3 C. 8. Audits & Inspections 1. 2. 3. 4. D. 1. 2. 3. 4. Reporting and Payment Procedures Budgets Program Income Indirect Costs Payment Procedures Procurement Compliance _ OMB Standards Relocation, Acquisition and Displacement 7 i VIII PERSONNEL & PARTICIPANT REQUIREMENTS 9 A. Civil Rights 9 1. Compliance 9 2. Nondiscrimination 10 3. Civil Rights Act of 1964 10 4. Housing and Community Development Act of 1974 10 5. Prohibition of Age Discrimination 10 6. Land Covenants 11 7. Section 504 11 B. Affirmative Action 11 1. Approved Plan 11 2. W/MBE 11 3. Access to Records 12 4. Notifications 12 5. EEO/AA Statement 12 6. Subcontract Provisions 12 C. Employment Restrictions 12 1. Prohibited Activity 12 2. OSHA 13 3. Right to Know 13 4. Labor Standards 13 5. Local Employment 14 D. Conduct 14 1. Assignability 14 2. Hatch Act 14 3. Conflict of Interest 14 4. Subcontracts 14 5. Copyright 15 6. Religious Organization 15 LY ENVIRONMENTAL CONDITIONS 15 ORANGE\EHULL\39485.3 - A. Air and Water 15 B. Flood Disaster Protection 16 C. Lead -Based Paint 16 D. Historic Preservation 16 ATTACHMENTS I ATTACHMENT A COUNTY LOBBYIST CERTIFICATION 1 ATTACHMENT B PROCUREMENT REQUIREMENTS 1 ATTACHMENT D SMALLANFORMAL BID FORM 1 ATTACHMENT A: County Lobbyist Certification i ATTACHMENT B: Federal Procurement Requirements ii ATTACHMENT C. DATA UNIVERSAL NUMBER SYSTEM (DUNS) i ATTACHMENT D: Smallllnformal Bid Form I ATTACHMENTE—Employment Requirements 2 EMPLOYMENT REQUIREMENTS 2 Exhibit 1: PROSPECTIVE EMPLOYEE QUESTIONNAIRE 1 Exhibit 2: JOB GENERATION FORM 1 Exhibit 3: ACTIONS TO ENSURE FIRST CONSIDERATION OF LOW- AND MODERATE -INCOME PERSONS 2 0RANGE\EHULL\39485.3 ATTACHMENTS ATTACHMENT A ATTACHMENT B ATTACHMENT C ATTACHMENT D ATTACHMENT E Exhibit 1 Exhibit 2 Exhibit 3 ORANGE\£HULL\39485.3 COUNTY LOBBYIST CERTIFICATION PROCUREMENT REQUIREMENTS DUNS NUMBER I •' 'D_• MA EMPLOYMENT REQUIREMENTS Prospective Employee Questionnaire (With 2007 Income Guidelines) Job Generation Form Actions to Ensure First Consideration of Low- and Moderate -Income Persons ATTACHMENT NO. 5-A PARTICIPANT/ECONOMIC DEVELOPMENT LOAN AGREEMENT BETWEEN CITY OF AZUSA AND IL FORNO RESTAURANT CDBG PROJECT NUMBER 601030-07 THIS AGREEMENT is entered into this _th day of September, 2007, by and between the City of Azusa (herein referred to as "Grantee") and IL FORNO RESTAURANT., at 619 - 621 North Azusa Avenue, Azusa, CA 91702 (herein referred to as "Participant"). WHEREAS, Grantee has applied for and received funds from the United States Government under Title I of the Housing and Community Development Act of 1974, Public Law 93-383; and WHEREAS, Grantee wishes to engage Participant to assist Grantee in utilizing such funds; NOW, THEREFORE, it is agreed between the parties hereto that; I. SCOPE OF SERVICE A. Activities Participant will be responsible for utilizing CDBG loan funds and following the Economic Development Loan Program guidelines, in a manner satisfactory to Grantee and consistent with any standards required as a condition of providing these funds. No expenditures may be incurred until the contract has been fully executed. The Economic Development Program will include the following activities eligible under the Community Development Block Grant (CDBG) Program: B. Program Delivery Participant agrees that the economic development funds will be utilized according to the terms of the Agreement. Three (3) full-time equivalent jobs will be created/retained for the One Hundred and Five Thousand Dollars ($105,000) of funds received. Jobs created/retained will be filled by persons from low- and moderate -income households as defined in the EDLP Guidelines. Participant understands that no expenditures may be incurred until the Agreement has been fully executed. Participant agrees that in the event any CDBG funds are to be expended for construction, renovation, demolition, decorating or installation expenses, such planned expenditures will be disclosed in advance of commencing any bidding. ORANGE\EHULL\39465.3 C. General Administration Participant is authorized to implement the project identified upon the execution by Participant's authorized signatory. Said implementation shall be in full accordance with the requirements, conditions, and assurance defined in the contract between Grantee and Participant. In addition, Participant agrees to comply with all standard CDBG regulations. D. Levels of Accomplishment In addition to the normal administrative services required as part of this Agreement, Participant agrees to provide the following levels of program services: Three (3) full-time equivalent (FTE) low to moderate income employees shall be hired or retained for the One Hundred and Five Thousand Dollars ($105,000) loaned. Employees shall be qualified under income requirements. E. Staffing Any staff time charged to the CDBG program will be in compliance with federal and program regulations. F. Performance Monitoring Grantee will monitor the performance of Participant against goals and performance standards required herein. Substandard performance as determined by Grantee will constitute non-compliance with this Agreement. If action to correct such substandard performance is not taken by Participant within a reasonable period of time after being notified by Grantee, contract suspension or termination procedures will be initiated. II. TIME OF PERFORMANCE Services of Participant shall start on the day of September, 2007, and end on the day of September, 2012. The term of this Agreement and the provisions herein shall be extended to cover any additional time period during which Participant remains in control of CDBG funds or other assets including program income. In compliance with the terms of the Economic Development Loan Policy, the five (5) year compliance period commences with satisfaction of the job creation requirements and extends for a period of five (5) years. III. PAYMENT It is expressly agreed and understood that the total amount to be paid by Grantee under this contract shall not exceed One Hundred and Five Thousand Dollars ($105,000). Draw ORANGE\EHULL\39485.3 V 01 downs for the payment of eligible expenses shall be made. against the line item budgets specified in Attachment No 1. herein and in accordance with performance. Expenses for general administration shall also be paid against the line item budget specified in Attachment No 1. and in accordance with performance. NOTICES Communication and details concerning this contract shall be directed to the following contract representatives: Grantee Roseanna J. Jara, Sr. Accountant - Redevelopment City of Azusa 213 East Foothill Boulevard Azusa, CA 91702 626-812-5299 SPECIAL CONDITIONS Participant Seyed S. Zaribaf Il Forno Restaurant 619 - 621 North Azusa Avenue Azusa, CA 91702 626-804-7777 Participant agrees to comply with the requirements of Title 24 Code of Federal Regulations, Part 570 of the U.S. Department of Housing and Urban Development (HUD) regulations CDBG and all federal regulations and policies issued pursuant to these regulations. Participant further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available. GENERAL CONDITIONS A. General Compliance Participant agrees to comply with all applicable federal, state and local laws and regulations governing the funds provided under this contract. B. Independent Contractor Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. Participant shall at all times remain an independent contractor with respect to the services to be performed under this agreement. Grantee shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation Insurance, as Participant is an Independent Contractor. ORANGE\EHULL\39485.3 C. Hold Harmless Notwithstanding any other agreements, Participant agrees to hold harmless, defend and indemnify Grantee, agents, employees, and officers against any legal liability in respect to bodily injury, death, and property damage arising from the negligence of Participant in relationship to this contract in the part of any service or activity related to this contract, and in respect to any and all claims, actions, suits, charges and judgments whatsoever that arise out of Participant's performance or nonperformance of the services or subject matter called for in this agreement. D. Workers' Compensation Participant shall provide Workers' Compensation Insurance coverage for all employees involved in the performance of this contract. E. Insurance Participant shall furnish to Grantee a Certificate of Insurance evidencing insurance. The indemnified parties named in Section 7 of the Loan Agreement of September _, 2007, shall be named as additionally insured. All such insurance policies shall include a clause requiring that the insurance company give thirty (30) days notice in writing to the additionally insured prior to cancellation or termination of the policy. The insurance shall include a commercial general liability policy with policy limits of not less than two million dollars ($2,000,000.00) combined single limit, including contractual liability. This agreement is null and void if the insurance policy is not current. F. Grantor Recognition Participant shall recognize the role of the grantor agency in providing services through this contract. All activities, facilities and items utilized pursuant to this contract shall be prominently labeled as to funding source.- In addition, Participant will include a reference to the financial support provided herein in all publications made possible with funds made available under this contract. G. Amendments Grantee or Participant may amend this Agreement at any time provided that such amendments made a specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of both organizations, and approved by Grantee's governing body. Such amendments shall not invalidate this Agreement, or relieve or release Grantee or Participant from its obligations under this Agreement Grantee may, at its discretion, amend this Agreement to conform with federal, state or local governmental guidelines, policies and available funding amounts, or for other ORANGE\EHULL\39485.3 reasons. If such amendments result in a change in the funding, the scope of services, or schedule of, the activities to be undertaken as part of this agreement, such modifications will be incorporated only by written amendment signed by both Grantee and Participant. H. Suspension or Termination Either party may terminate this contract at any time by giving written notices to the other party of such termination and specifying the effective date thereof at least thirty (30) days before the effective date of such termination. Partial terminations of the Scope of Service in Section I above may only be undertaken with the prior approval of Grantee. In the event of any termination for convenience, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or other materials prepared by Participant under this Agreement shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents or materials prior to the termination. Grantee may also suspend or terminate this Agreement, in whole or in part, if Participant materially fails to comply with any term of this Agreement, or with any of the rules, regulations or provisions referred to herein; and Grantee may declare Participant ineligible for any further participation in Grantee contracts, in addition to other remedies as provided by law. In the event there is probable cause to believe Participant is in noncompliance with any applicable rules or regulations, Grantee may withhold up to fifteen (15) percent of said contract funds until such time as Participant is found to be in compliance by Grantee, or is otherwise adjudicated to be in compliance. VII ADMINISTRATIVE REQUIREMENTS A. Financial Management 1. Accounting Standards Participant agrees to comply with Attachment F of OMB Circular A-110 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. 2. Cost Principles Participant shall administer its program in conformance with OMB Circular A- 122, "Cost principles for Non -Profit Organizations." Of A-21, "Cost Principles for Educational Institutions," as applicable; and if Participant is a governmental or quasi -governmental agency, the applicable sections of 24 CFR Part 85, "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments," for all costs incurred whether charged on a direct or indirect basis. ORANGE\EHULL\39485.3 B. Documentation and Record -Keeping 1. Records to be Maintained Participant shall maintain all records required by the Federal regulations specified in 24 CFR Part 570, Section 570.506 and that are pertinent to the activities funded under this Agreement. Such records shall include but not be limited to: a.. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken meets one of the National Objectives of the CDBG program; C. Records required determining the eligibility of activities; d. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance; e. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; f. Financial records as required by 24 CFR Part 570, Section 570.502, and OMB Circular A-110; and g. Other records necessary to document compliance with Subpart K of 24 CFR 570. Where the project is qualified by income, Participant will be responsible for maintaining income documentation to ensure that program beneficiaries are of low- and moderate -income. Income documentation must be made available to auditors in a manner satisfactory to the recipient and consistent with any standards required as a condition of providing these funds. 2. Retention Participant shall retain all records pertinent to expenditures incurred under this contract for a period of three (3) years after the termination of all activities funded under this agreement, or after the resolution of all Federal audit findings, whichever occurs later. Records for non -expendable property acquired wiih funds under this contract shall be retained for three (3) years after final disposition of such property. Records for any displaced person must be kept for three (3) years after he/she has received final payment. 3. Client Data Participant shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and a description of ORANGE\EHULL\39485.3 services provided. Such information shall be made available to Grantee monitors or their designees for review upon request. 4. Disclosure Participant understands that client information collected under this contract is private and the use or disclosure of such information, when not directly connected with the administration of Grantee's or Participant's responsibilities with respect to services provided under this contract, is prohibited by the California Data privacy Act unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian. 5. Property Records Participant shall maintain real property inventory records which clearly identify properties purchased, improved or sold. Properties retained shall continue to meet eligibility criteria and shall conform with the "changes in use" restrictions specified in 24 CFR Part 570, Section 570.503(b)(8). 6. National Objectives Participant agrees to maintain documentation that demonstrates that the activities carried out with funds provided under this contract meet one or more of the CDBG program's national objectives: 1) Benefit low -to -moderate -income persons; 2) Aid in the prevention or elimination of slums or blight; or 3) Meet community development needs having a particular urgency — as defined in 24 CFR Part 570, Section 570.208. 7. Close -Outs Participant's obligation to Grantee shall not end until all close-out requirements are completed within thirty (30) days after expiration of this contract. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of all unused materials, equipment, unspent cash advances, program income balances, and receivable accounts to Graniee, and determining the custodianship of records. 8. Audits & Inspections All of Participant's records with respect to any matters covered by this Agreement shall be made available to Grantee, grantor agency, their designees or the Federal ORANGE\EHULL\39485.3 Government, at any time during normal business hours or as often as Grantee or grantor agency deems necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by Participant within thirty (30) days after receipt by Participant. Failure of Participant to comply with the above audit requirements will constitute a violation of this contract and may result in the withholding of future payments. Participant hereby agrees to have an annual agency audit conducted in accordance with current city policy concerning Participant audits. C. Reporting and Payment Procedures 1. Budgets No more than the amount specified may be spent within the cost category without written approval of the Grantor. 2. Program Income Participant shall report quarterly all program income as defined at 24 CFR Part 570, Section 570.500(a) generated by activities carried out with CDBG funds made available under this contract. The use of program income by Participant may use such income during the contract period for activities permitted under this contract and shall reduce requests for additional funds by the amount of any such program income balances on hand. All unused program income shall be returned to Grantee at the end of the contract period. Any interest earned on cash advances from the U.S. Treasury is not program income and shall be remitted promptly to Grantee. 3. Indirect Costs If indirect costs are charged; Participant will develop an indirect cost allocation plan for determining the appropriate Grantee share of administrative costs and shall submit such plan to Grantee for approval, prior to the execution of the contract. 4. Payment Procedures Grantee will pay to Participant funds available under this contract based upon information submitted by Participant and consistent with any approved budget and city policy concerning payments. With the exception of certain advances, payments will be made for eligible expenses actually incurred by Participant and not to exceed actual cash requirements. Payments will be adjusted by Grantee in accordance with advance fund and program income balances available in Participant accounts. In addition, Grantee reserves the right to liquid funds ORANGE\EHULL\39485.3 0 available under this contract for costs incurred by Grantee on behalf of Participant. Procurement 1. Compliance Participant shall comply with current federal policy concerning the purchase of equipment and shall maintain an inventory of all non -expendable personal property as defined by such policy as may be procured with funds provided herein. All program assets (unexpended program income, property, equipment, etc.) shall revert to Grantee upon termination of this contract. 2. OMB Standards Participant shall procure materials in accordance with the requirements of Attachment O of OMB Circular 'A-110, Procurement Standards, and shall subsequently follow Attachment N, Property Management Standards, covering utilization of disposal of property. 3. Travel Participant shall obtain written approval from Grantee for any travel outside the metropolitan area with funds provided under this contract. 4. Relocation, Acquisition and Displacement Participant agrees to comply with 24 CFR 570.606 relating to the acquisition and disposition of all real property utilizing grant funds, and to the displacement of persons, businesses, nonprofit organizations and farms occurring as a direct result of any acquisition of real property utilizing grant funds. Participant agrees to comply with applicable Grantee Ordinances, Resolutions, and Policies concerning displacement of individuals from their residences. VIII PERSONNEL & PARTICIPANT REQUIREMENTS A. Civil Rights 1. Compliance Participant agrees to comply with all city and state civil rights ordinances and with Title VI of the Civil Rights Act of 1964 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Section 109 of Title I of the Housing and Community ORANGE\EHULL\39485.3 Development Act of 1974, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with Executive Order 11246 as amended by Executive Orders 11375 and 12086. 2. Nondiscrimination Executive Order 11246 requires that during the performance of this Contract, the consultant agrees not to discriminate against any employee or applicant for, employment because of race, religion, sex, color, or national origin. The consultant will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, religion, sex, color, or national origin. Such action shall include, but not limited to, the following: employment upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the consultant setting forth the provisions of this nondiscrimination clause. 3. Civil Rights Act of 1964 Title VI of the Civil Rights Act of 1964 provides that no person shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance. 4. Housing and Community Development Act of 1974 Section 109, Title I of the Housing and Community Development Act of 1974, provides that no person shall discriminate against any person or deny benefits on the basis of race, color, national origin, or sex under any program or activity funded in whole or in part with funds made available under this Title. 5. Prohibition of Age Discrimination Prohibition against discrimination on the basis of age under the Age Discrimination Act of 1975, or with respect to an otherwise qualified handicapped individual, as provided in Section 504 of the Rehabilitation Act of 1973, shall also apply to any such program or activity. ORANGE\EHULL\39485.3 6. Land Covenants This contract is subject to the requirements of Title VI of the Civil Rights Act of 1964 (P.1 88-3520 and 24 CFR 570, Part 1). In regard to the sale, lease, or other transfer of land acquired, cleared or improved with assistance provided under this contract, Participant shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination as herein defined, in the sale, lease or rental, or in the use or occupancy of such land, or in any improvements erected or to be erected thereon, providing that Grantee and the United States are beneficiaries of and entitled to enforce such covenants. Participant, in undertaking its obligation to carry out the program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant, and will not itself so discriminate. 7. Section 504 Participant agrees to comply with any federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973, 929 U.S.C.706) which prohibits discrimination against the handicapped in any federally assisted program. Grantee shall provide Participant with any guidelines necessary for compliance with that portion of the regulations in force during the term of this contract. B. Affirmative Action 1. Approved Plan Participant agrees that it shall be committed to carry out pursuant to Grantee's specifications an Affirmative Action Program in keeping with the principles as provided in President's Executive Order 11246 of September 24, 1965. Grantee shall provide Affirmative Action guidelines to Participant to assist in the formulation of such program. Participant shall submit a plan for an Affirmative Action Program for approval prior to the award of fiends. 2. W/MBE Participant will use its best efforts to afford minority and women -owned business enterprises the maximum practicable opportunity to participate in the performance of this contract. As used in this contract, the term "minority and female business enterprise" means a business at least fifty-one (51) percent owned and controlled by minority group members or women. For the purpose of this definition, "minority group members" are Afro-Americans, Spanish-speaking, Spanish surnamed or Spanish -heritage Americans, Asian -Americans, and American ORANGE\EHULL\39405.3 Indians. Participant may rely on written representations by Participants regarding their status as minority and female business enterprises in lieu of an independent investigation. 3. Access to Records Participant shall furnish and cause each of its sub -Participants to furnish all information and reports required hereunder and will permit access to its books, records and accounts by Grantee, HUD or its agent, or other authorized federal officials for purposes of investigation to ascertain compliance with the rules, regulations and provisions stated herein. 4. Notifications Participant will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advancing the labor union or worker's representative of Participant's commitments hereunder, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 5. EEO/AA Statement Participant will, in all solicitations or advertisements for employees placed by or on behalf of Participant, state that it is an Equal Opportunity or Affirmative Action employer. 6. Subcontract Provisions Participant will include the provisions of Paragraphs VII A, Civil Rights, and B Affirmative Action, every subcontract or purchase order, specifically or by reference, so that such provisions will be binding upon each sub -Participant or vendor. C. Employment Restrictions 1. Prohibited Activity Participant is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities; sectarian, or religious activities; lobbying, political patronage, and nepotism activities. ORANGE\EHULL\39485.3 2. OSHA Where employees are engaged in activities not covered under the Occupational Safety and Health Act of 1970, they shall not be required or permitted to work, be trained, or receive services in buildings or surroundings or under working conditions which are unsanitary, hazardous or dangerous to the participants' health or safety. 3. Right to Know Participants employed or trained for inherently dangerous occupations, e.g., fire or police jobs, shall be assigned to work in accordance with reasonable safety practices. Participant will comply with the Minnesota Right to Know Act. 4. Labor Standards Participant agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis -Bacon Act as amended, the provisions of Contract Work Hours, the Safety Standards Act, the Copeland "Anti -Kickback" Act (40 U.S.C. 276, 327-333) and all other applicable federal, state and local laws and regulations pertaining to labor standards insofar as those act apply to the performance of this contract. Participant shall maintain documentation which demonstrates compliance with hour and wages requirements of this part. Such documentation shall be made available to Grantee for review upon request. Participant agrees that, except with respect to the rehabilitation or construction of residential property designed for residential use for less than eight (8) households, all contractors engaged under contracts in excess of $2,000.00 for construction, renovation or repair of any building or work financed in whole or in part with assistance provided under this contract, shall comply with federal requirements adopted by Grantee pertaining to such contract, shall comply with federal requirements adopted by Grantee pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor, under 29 CFR, Parts 3, 1, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journeymen; provided, that if wage rates higher than those required under the regulations are imposed. by state or local law, nothing hereunder is intended to relieve Participant of its obligation, if any, to require payment of the higher wage. Participant shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph, for such contracts in excess of $10,000.00. ORANGE\EHULL\39485.3 5. Local Employment To the greatest extent possible, employ lower income residents of the project area, in compliance with Section 3, Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701 et. seq. D. Conduct 1. Assignability Participant shall not assign or transfer any interest in this contract without the prior written consent of Grantee thereto; provided, however, that claims for money due or to become due to Participant from Grantee under this contract may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to Grantee. 2. Hatch Act Participant agrees that no funds provided, nor personnel employed under this contract, shall be in any way or to any extent engaged in the conduct of political activities in violation of Chapter 15 of Title V United States Code. 3. Conflict of Interest Participant agrees to abide by the provisions of 24 CFR Part 570, Section 570.611 with respect to conflicts of interest and covenants that it presently has no financial interest and shall not acquire any financial interest, direct or indirect, which would conflict in any manner or degree with the performance of services required under this contract. Participant further covenants that in the performance of this contract, no person having such a financial interest shall be employed or retained by Participant hereunder. These conflict of interest provisions apply to any person who is an employee, agent consultant, officer, or elected official or appointed official of Grantee. or of any designated public agencies or Participants that are receiving funds under the CDBG Entitlement program. 4. Subcontracts a. Approvals Participants shall not enter into any subcontracts with any agency or individual in the performance of this contract without the prior written consent of Grantee prior to the execution of such agreement. ORANGE\EHULL\39485.3 b. Monitoring Participant will monitor all subcontracted services on a regular basis to assure contract compliance. Results of monitoring efforts shall be summarized in written reports and supported with documented evidence of follow-up actions taken to correct areas of noncompliance. C. Content Participant shall cause all of the provisions of this contract in its entirety to be included in. and made apart of any subcontract executed in the performance of this Agreement. d. Selection Process Participant shall undertake to insure that all subcontracts let in the performance of this Agreement shall be awarded on a fair and open competition basis. Executed copies of all subcontracts shall be forwarded to Grantee along with documentation concerning the selection process. 5. Copyright If this contract results in any copyrightable material, Grantee and/or grantor agency reserves the right to royalty -free, non-exclusive and irrevocable license to reproduce, publish or otherwise use and to authorize others to use, the work for government purposes. 6. Religious Organization Participant agrees that funds provided under this contract will not be utilized for religious activities, to promote religious interests, or for the benefit of a religious organization in accordance with the federal regulations specified in 24 CFR Part 570, Section 570.2000). IX ENVIRONMENTAL CONDITIONS A. Air and Water Participant agrees to comply with the following regulations insofar as they apply to the performance of this contract: ORANGE\ENULL\39485.3 • Clean Air Act, 42 U.S.C., 1857, et seq. • Federal Water Pollution Control Act, as amended, 33 U.S.C., 1251, et seq., as amended 1318 relating to inspection, monitoring, entry, reports and information, as well as other requirements specified in said Section 114 and Section 308, and all regulations and guidelines issued thereunder. • Environmental Protection Agency (EPA) regulations pursuant to 40 CFR., Part 50, as amended. • National Environmental Policy Act of 1969. • HUD Environmental Review Procedures (24 CFR, Part 58). • California Environmental quality Act of 1974. B. Flood Disaster Protection Participant agrees to comply with the requirements of the Flood Disaster Protection Act of 1973 (P.L.-2234) in regard to the sale, lease or other transfer of land acquired, cleared or improved under the terms of this contract, as it may apply to the provisions of this contract. C. Lead -Based Paint Participant agrees that any construction or rehabilitation of residential structures with assistance provided under this contract shall be subject to HUD lead-based Paint Regulations at 24 CFR Part 570, Section 570.608, and 24 CFR Part 35, and in particular Sub -Part B thereof. Such regulations pertain to all HUD -assisted housing and require that all owners, prospective owners, and tenants or properties constructed prior to 1978 be properly notified that such properties may include lead-based paint. Such notification shall point out the hazards of lead-based paint and explain the symptoms, treatment and precautions that should be taken when dealing with lead-based paint poisoning. D. Historic Preservation Participant agrees to comply with the Historic Preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. 470) and the procedures set forth in 36 CFR, part 800, Advisory Council on Historic Preservation Procedures for Protection of Historic Properties, insofar as they apply to the performance of this contract. In general, this requires concurrence from the State Historic Preservation Officer for all rehabilitation and demolition of historic properties that are fifty years old or older or that are included on a Federal, State, or local historic property list. ORANGE\EHULL\39485.3 IN WITNESS WHEREOF, the Parties have executed this contract as of the date first written above. CITY OF AZUSA Dated: September _, 2007 F.M. Delach, City Manager PARTICIPANT IL FORNO RESTAURANT Dated: September _, 2007 Seyed S. Zaribaf, Sole Proprietor ORANGE\EHULL\39485.3' ATTACHMENT TO PARTICIPATION AGREEMENT ATTACHMENT A: County Lobbyist Certification COMMUNITY DEVELOPMENT COMMISSION COUNTY OF LOS ANGELES COUNTY LOBBYIST CODE CHAPTER 2.160 COUNTY ORDINANCE NO. 93-0031 CERTIFICATION Name of Firm: IL FORNO RESTAURANT Date: September , 2007 Address: 619 - 621 North Azusa Avenue, State: CA Zip Code: 91702 Phone No.: 56261804-7777 Acting on behalf of the above named firm, as its Authorized Official, I make the following Certification to the County of Los Angeles and the Community Development Commission, County of Los Angeles. 1. It is understood that each person/entity/firm who applies for a Community Development Commission contract, and as part of that process, shall certify that they are familiar with the requirements of the Los Angeles County Code Chapter 2.160 (Los Angeles County Ordinance 93-0031); and 2. That all persons/entities/firms acting on behalf of the above named firm have and will comply with the County Code; and 3. That any person/entity/firm who seeks a contract with the Community Development Commission shall be disqualified therefrom and denied the contract, and shall be liable in civil action, if any lobbyist, lobbying firm, lobbyist employer or any other person or entity acting on behalf of the above named firm fails to comply with the provisions of the County Code. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is prerequisite for making or entering into contract with the Los Angeles County and the Community Development Commission, County of Los Angeles. Authorized Official: Name: ORANGE\EHULL\39485.3 Title: Sole Proprietor ATTACHMENT TO PARTICIPATION AGREEMENT ATTACHMENT B: Federal Procurement Requirements Procurement requirements are in accordance with 24 Code Federal Regulations (CFR) Part 84 "Uniform Administrative Requirements for Grants and Agreements With Institutions of Higher Education, Hospitals and Other Non -Profit Organizations" --Revised OMB Circular A-110. Small Purchase Procedures: $0.01 to $24,999.99 • Are those informal procurement methods where you must secure at lease three informal bids, oral or written? • You must document the following information: Company name and address, name of person contacted, telephone number and minority status. • A no bid is considered a bid. You must continue the process until three fixed dollar bids are received. • Use the Small/informal Bid Form for documentation. • Not allowed for soliciting construction services Small Purchase Procedures: $25,000 to $99,999.99 • Are those informal procurement methods where you must secure at lease three informal bids? • All price or rate quotations must be in writing. • You must document the following information: Company name and address, name of person contacted, telephone number and minority status. • Use the Small/Informal Bid Form, with actual written quotations as collateral documentation. • Not allowed for soliciting construction services Formal Bidding Procedures: $100,000 or above • Are competitive sealed bids, secured through formal advertising • All bids will be publicly opened and a fixed price contract will be awarded to the lowest responsive and responsible bidder. Competitive Proposals • A Request for Proposal (RFP) or Request for Qualifications (RFQ) shall always be advertised. • The RFP should contain: bid specifications, sample contract, terms and conditions, and mechanism for proposal most advantageous to the program, with price and other factors considered. Contracting with Minority and Women Business Enterprise • Outreach program is extremely important. Contact the CDBG division in the City of Covina at 626-858-7266 to identify those local firms. • Contact at least one MWBE firm for your small purchase process. • Require prime contractor to also comply with above. ORANGE\EHULL\39985.3 ATTACHMENT TO PARTICIPATION AGREEMENT ATTACHMENT C: DATA UNIVERSAL NUMBER SYSTEM (DUNS) Business Name: IL FORNO RESTAURANT DUNS Number: Is business new or existing? New: Existing XX If business is existing, is it relocating? N/A_ Yes_ No: X Note: If business does not have a DUNS, a free DUNS number can be obtained by calling Dunn & Bradstreet at 1-866-705-5711 (toll free) or through their website http://www.dnb.com/US/duns_update/index.html. A DUNS number is required for receipt or renewal of a Federal grant. ORANGE\EHULL\39485.3 ATTACHMENT TO PARTICIPATION AGREEMENT ATTACHMENT D: Small/Informal Bid Form SMALL/INFORMAL BID FORM Project Name: Project Number: Three Quotes Required On The Following Item(s): Item Description Quantity: Size: Specifications: 1. Company Name: Address: Quote * Unit Cost: 2. Company Name: Address: Quote ♦ Unit Cost: 3. Company Name: Address: Quote 0 Unit Cost: Bids Obtained By: ORANGE\EHULL\39485.3 Phone No: Contact: MWBE Status: Total: Phone No: Contact: MWBE Status Total: Phone No: Contact: MWBE Status: Total: Date: ATTACHMENT TO PARTICIPATION AGREEMENT ATTACHMENT E—Employment Requirements EMPLOYMENT REQUIREMENTS Community Development Block Grant (CDBG) economic development loans are based on job creation for low- and moderate -income persons. At least one full-time equivalent job is to be created per $35,000 of CDBG funds used. IL FORNO RESTAURANT will provide training for any of those jobs requiring special skills or education, as indicated on the attached "Job Generation" sheet. For purposes of being considered a created job, a job must be anew job (full or part-time) for the person, or the CDBG assistance must enable an existing income-producing "sideline" activity to become the person's principal occupation. In counting jobs, the following policies apply: 1. Part-time jobs must be converted to full-time equivalents 2. Only permanent jobs count--temporaryjobs may not be included. 3. Seasonal jobs maybe counted only if the season is long enough for the job to be considered as the employee's principal occupation. 4. All permanent jobs created by the activity must be counted even if the activity has multiple sources of funding. 5. Jobs indirectly created by an assisted activity (i.e., trickle-down jobs) may not be counted. To qualify, the person hired must be from a low/mod income household. To qualify as low - moderate income, information must be obtained on family size and income so it is evident that family income does not exceed the L/M limit. Prospective employees interviewed must complete a Prospective Employee Questionnaire (Exhibit 1) and must sign the form. The Prospective Employee Questionnaire serves as the self -certification form for household income qualification. This information must be available for monitoring by City staff, County of Los Angeles Community Development Commission staff, and HUD staff. Documentation to be attached to this agreement by IL FORNO RESTAURANT is as follows: A. A listing by job title of the permanent jobs to be created, identifying which are part-time, if any, and which jobs require special skills or education --a "Job Generation" form (see Exhibit 2) B. A description of the actions to be taken by the recipient and business to ensure that low - and moderate -income persons receive first consideration for those jobs-- "Actions to Ensure First Consideration of Low and Moderate Income Persons" form (See Exhibit 3). 0RANGE\EHULL\39985.3 Exhibit I Dear Applicant: PROSPECTIVE EMPLOYEE QUESTIONNAIRE This company has received expansion funds from the Community Development Block Grant program, and we are required to obtain the following information for all applicants. Your cooperation is appreciated. NAME: ADDRESS: JOB TITLE: 1. Head of Household: Male Female 2. Number in Household: 3. Please list all income for the past 12 months for each household member. Include the following: Household Members (Names - Including Applicant) Age Social Security Number Annual Income Source of Income (If income is from wages or salary list employer name and address) Attach copy of documentation. If applicant was unemployed prior to acceptance of this job, please indicate. Household Household Income Size Income 1 _ $15,550 or less $15,551 to $25,900 2 _ $17,750 or less $17,751 to $29,600 3 _ $20,000 or less $20,001 to $33,300 4 _ 3. Please circle your household size and indicate your household annual income level. (First, determine your household size; then follow the row across to the income range that includes your household income.) House- hold Household Household Income Size Income 1 _ $15,550 or less $15,551 to $25,900 2 _ $17,750 or less $17,751 to $29,600 3 _ $20,000 or less $20,001 to $33,300 4 _ $22,200 or less _ $22,201 to $37,000 5 _ $24,000 or less _ $24,001 to $39,950 6 $25,750 or less _ $25,751 to $42,900 7 $27,550 or less _ $27,551 to $45,900 8 _ $29,300 or less $29,301 to $48,850 ORANGE\EHULL\39485.3 Household Income _ $25,901 to $41,450 $29,601 to $47,350 _ $33,301 to $53,300 _ $37,001 to $59,200 $39,951 to $63,950 $42,901 to $68,650 $45,901 to $73,400 _ $48,851 to $78,150 Household Income Above $41,450 _ Above $47,350 Above $53,300 Above $59,200 _ Above $63,950 _ Above $68,650 Above $73,400 _ Above $78,150 6. Racial Background: (Optional) Single Categories: American Indian/Alaska Native _Asian Black/African American _Native Hawaiian/Other Pacific Islander _White —Other -For individuals that do not identify with any of the above Double Categories: _American Indian or Alaska Native and White _Asian and White _Black or African American and White American Indian or Alaska Native and Black or African American 7. Ethnic Background: (This question must be asked of all individuals) Persons that are not Hispanic/Latino Persons of Hispanic/Latino Ethnicity Mexican -American Puerto Rican Cuban _Other Hispanic/Latino I certify that the above information is true and accurate. I understand this information is subject to verification by authorized officials. (Signature of Applicant) (Date) QUESTIONS BELOW TO BE ANSWERED BY EMPLOYER OR INTERVIEWER: Eligibility Summary: Low income (CDBG) Moderate income (CDBG) _ Not Eligible The person signing the certification was interviewed for employment and not hired because ORANGE\EHULL\39485.3 The person signing the certification was hired for the following position: He/She works equivalent full-time positions. Signature of interviewer: Print Name: Revised: 4/16/07 ng CDBG Bulletin 07-0010 ORANGE\EHULL\39485.3 hours per week. Permanent part-time jobs should be reported in Exhibit 1 Exhibit 2: JOB GENERATION FORM IL FORNO RESTAURANT Job Title Job Category Wage Number/ Available to Are Employer (see attached) Hours Scheduled Low/Mod Healthcare Benefits Provided?, Wait Staff Person 9—Service $7.50 40 hrs Yes No (Retained) workers Wait Staff Person 9—Service $7.50 40 hrs Yes No (Retained) workers Wait Staff Person 9—Service $7.50 40 hrs Yes No (Created) workers Total Jobs Created: 1 FTE Total Jobs Retained: 2 FTE Total Jobs Required to Create and Retain: 3 FTE Note 1: Positions will be filled from above list of possible job titles Note 2: FTE = Full -Time Equivalent based on a 40 -hour week. Note 3: See attached list of Economic Development Administration (EDA) Job Category Definitions ORANGE\EHULL\39485.3 Economic Development Administration (FDA) Job Category Definitions Officials and Managers - Occupants requiring administrative personnel who set broad policies. exercise overall responsibility of execution of these policies, and individual departments or special phases of a firm's operations, This includes: 011icials. Executives, muddle management, plant mana_:ers and superintendents, salaried supervisors who are members of management. purchasing agents and buyers, and kindred workers. 2. Professional - Occupants requiring either college graduation or experience of such kind and amount as to provide a comparable background includes: accountants and auditors, airplane pilots and navigators, architects, artists chemists, designers, dietitians, editors, engineers, lawyers, librarians, mathematicians, natural scientists, registered professional nurses, professional and labor relations workers, physical scientists, physicians, so ial scientists, teachers, and kindred workers. 3. Technicians - Occupants requiring a combination of basic scicntilic knowledge and manual skill which can be obtained through about 2 years of post -high school education such as is offered in many technical institutions and junior colleges, or through equivalent on the job training. This includes: computer programmers and operators, drafters, engineering aides, junior engineers, mathematic aides, licensed practical or vocational nurses, photographers, radio operators, scientific assistants, surveyors, technical illustrators, technicians (medical, dental, electronic, physical science) and kindred workers. 4. Sales - Occupants engaging .wholly or primarily in direct selling. This includes: advertising agenda and sales workers; insurance agents and brokers; real estate agents and brokers; sales workers; demonstrators and retail sales workers; and sales clerks, grocery clerks and cashiers; and kindred workers. 5, Office and Clerical - Includes all clerical -type work regardless of level of difficulty, where the activities are . predominantly non -manual though some manual work not directly involved with altering or transporting the products is included. This includes: bookkeepers, cashiers, collectors (bills and accounts), messengers and office helpers, office machine operators, shipping and receiving clerks, stenographers, typists, and secretaries, telegraph and telephone operators, and kindred workers. Craft Worker (skilled) - Manual workers of relatively high level having a thorough and comprehensive knowledge of the processes involved in their work. Exercise considerable independent judgment and usually receive an extensive period of training. This includes: the building trades, hourly paid supervisors and lead operators (who are not members of management), mechanic and repairers. skilled machining occupations, compositors and typesetters, electricians, engravers, job setters (metal), motion picture projectionists, pattern and model makers, stationary engineers, tailors, and kindred workers. ORANGE\EHULL\39485.3 7. Operatives (semi -skilled) - Workers who operate machines or other equipment or perform other factory -type duties of intermediate skill Ievel which can he mastered in a few weeks and require only limited training. This includes: apprentices (auto mechanics, plumbers, electricians, machinists; mechanics, huilding trades. metal working trades, printing trades, etc.), operatives, attendants (auto,service and parking). blasters. chauffeurs, delivery workers, dress makers and sewers (except factory), dryer's furnaces workers, healcrs.(metal), laundry and dry cleaning, operatives. milliners, mine operatives and laborers, motor operators, oilers and greasers (except auto), painters (except construction and maintenance), photographic process workers, boiler tenders, truck and tractor drivers. wravers (textile). welders and flame metals workers, and kindred workers. 8. Laborers (unskilled) - Workers in manual occupations which generally require no special training perform elementary duties that may be learned in a few days and require the application of little or no independent judgment. This includes: garage laborers; car washers and greasers; gardeners (except farm) and ground keepers; stevedores; wood choppers; laborers performing lifting, digging. mixing loading, and pulling operations: and kindred workers. 9. Service NN'orkers - Workers in both protective and non -protective service occupations. This includes attendants (hospital and other institutions, professional and personal service. including nurses aides and orderlies), barbers, chairworkers and cleaners, cooks (except household), counter and fountain workers, elevator operators, firefighters and fire protection guards. door keepers, stewards, janitors, police officers and detectives, porters, waiters and waitresses. and kindred workers. ORANGE\ERULL\39485.3 Exhibit 3: ACTIONS TO ENSURE FIRST CONSIDERATION OF LOW- AND MODERATE -INCOME PERSONS IL FORNO RESTAURANT Sub -recipient will implement the following comprehensive plan designed to ensure first consideration of low- and moderate -income persons for jobs created by the Economic Development Project. The plan will consist of the following actions which will insure early exposure of employment opportunities to low- and moderate -income area residents: A comprehensive program to adequately advertise the job opportunities in local publications. A particular focus will be publications serving low- and moderate -income households. The Pennysaver (a weekly local publication delivered free of charge to each home in Azusa) and La Opinion, a Spanish language publication. hi addition, notice of available positions will be posted on the window of the business. ORANGE\EHULL\39485.3 PARTICIPANT AGREEMENT BETWEEN CITY OF AZUSA IL FORNO RESTAURANT ECONOMIC DEVELOPMENT PROGRAM - CDBG PROJECT NUMBER 601030-07 ORANGE\EHULL\39985.3 TABLE OF CONTENTS L SCOPE OF SERVICE I A. Activities I B. Program Delivery I C. General Administration 2 D. Levels of Accomplishment 2 E. Staffing 2 F. Performance Monitoring 2 II. TIME OF PERFORMANCE 2 Ill. PAYMENT 2 IV. NOTICES 3 V SPECIAL CONDITIONS 3 VI GENERAL CONDITIONS 3 A. General Compliance 3 B. Independent Contractor 3 C. Hold Harmless 4 D. Workers' Compensation 4 E. Insurance 4 F. Grantor Recognition 4 G. Amendments 4 H. Suspension or Termination 5 VII ADMINISTRA TIVEREQ UIREMENTS 5 A. Financial Management 5 1. Accounting Standards 5 2. Cost Principles 5 B. Documentation and Record -Keeping 6 , 1. Records to be Maintained 6 2. Retention 6 3. Client Data 6 4. Disclosure 7 5. Property Records 7 6. National Objectives 7 7. Close -Outs 7 0RANGE\£HULL\39465.3 10 8. Audits & Inspections 1. 2. 3. 4. Reporting and Payment Procedures Budgets Program Income Indirect Costs Payment Procedures 7 D. Procurement 9 1. Compliance 9 2. OMB Standards 9 3. Travel 9 4. Relocation, Acquisition and Displacement 9 VIII PERSONNEL & PARTICIPANT REQUIREMENTS A. 1. 2. 3. 4. 5. 6. 7. Civil Rights Compliance Nondiscrimination Civil Rights Act of 1964 Housing and Community Development Act of 1974 Prohibition of Age Discrimination Land Covenants Section 504 Z 9 9 10 10 10 10 11 11 B. 1. 2. Affirmative Action Approved Plan W/MBE 11 11 11 3. Access to Records 12 4. Notifications 12 5. EEO/AA Statement 12 6. Subcontract Provisions 12 C. Employment Restrictions 12 1. Prohibited Activity 12 2. OSHA 13 3. Right to Know 13 4. Labor Standards 13 5. Local Employment 14 D. Conduct 14 1. Assignability 14 2. Hatch Act 14 3. Conflict of Interest 14 4. Subcontracts 14 5. Copyright 15 6. Religious Organization 15 LY ENVIRONMENTAL CONDITIONS 15 ORANGE\EHOLL\39485.3 A. .Air and Water 15 B. Flood Disaster Protection 16 C. Lead -Based Paint 16 D. Historic Preservation 16 ATTACHMENTS I ATTACHMENT A COUNTY LOBBYIST CERTIFICATION 1 ATTACHMENT B PROCUREMENT REQUIREMENTS I ATTACHMENT D SMALL/INFORMAL BID FORM 1 ATTACHMENTA: County Lobbyist Certification i ATTACHMENT B: Federal Procurement Requirements ii ATTACHMENT C. DATA UNIVERSAL NUMBER SYSTEM (DUNS) i ATTACHMENT D: SmaillInformal Bid Form I ATTACHMENT E—Employment Requirements 2 EMPLOYMENT REQUIREMENTS 2 Exhibit 1: PROSPECTIVE EMPLOYEE QUESTIONNAIRE 1 Exhibit 2: JOB GENERATION FORM I Exhibit 3: ACTIONS TO ENSURE FIRST CONSIDERATION OF LOW- AND MODERATE -INCOME PERSONS 2 ORANGE\EHOLL\39465.3 ATTACHAfENTS ATTACHMENT A ATTACHMENT B ATTACHMENT C ATTACHMENT D ATTACHMENT E Exhibit 1 Exhibit 2 Exhibit 3 ORANGE\EHULL\39485.3 COUNTY LOBBYIST CERTIFICATION PROCUREMENT REQUIREMENTS DUNS NUMBER SMALL/INFORMAL BID FORM EMPLOYMENT REQUIREMENTS Prospective Employee Questionnaire (With 2007 Income Guidelines) Job Generation Form Actions to Ensure First Consideration of Low- and Moderate -Income Persons ATTACHMENT NO. 5-B PARTICIPANT/ECONOMIC DEVELOPMENT LOAN AGREEMENT BETWEEN CITY OF AZUSA AND IL FORNO RESTAURANT CDBG PROJECT NUMBER 601030-07 THIS AGREEMENT is entered into this _th day of September, 2007, by and between the City of Azusa (herein referred to as "Grantee") and IL FORNO RESTAURANT., at 619 - 621 North Azusa Avenue, Azusa, CA 91702 (herein referred to as "Participant"). WHEREAS, Grantee has applied for and received funds from the United States Government under Title I of the Housing and Community Development Act of 1974, Public Law 93-383; and WHEREAS, Grantee wishes to engage Participant to assist Grantee in utilizing such funds; NOW, THEREFORE, it is agreed between the parties hereto that; I. SCOPE OF SERVICE A. Activities Participant will be responsible for utilizing CDBG loan funds and following the Economic Development Loan Program guidelines, in a manner satisfactory to Grantee and consistent with any standards required as a condition of providing these funds. No expenditures may be incurred until the contract has been fully executed. The Economic Development Program will include the following activities eligible under the Community Development Block Grant (CDBG) Program: B. Program Delivery Participant agrees that the economic development funds will be utilized according to the terms of the Agreement. Three (2) full-time equivalent jobs will be created/retained for the Seventy Thousand Dollars ($70,000) of funds received. Jobs created/retained will be filled by persons from low- and moderate -income households as defined in the EDLP Guidelines. Participant understands that no expenditures may be incurred until the Agreement has been fully executed. Participant agrees that in the event any CDBG funds are to be expended for construction, renovation, demolition, decorating or installation expenses, such planned expenditures will be disclosed in advance of commencing any bidding. ORANGE\EHOLL\39985.3 C. General Administration Participant is authorized to implement the project identified upon the execution by Participant's authorized signatory. Said implementation shall be in full accordance with the requirements, conditions, and assurance defined in the contract between Grantee and Participant. In addition, Participant agrees to comply with all standard CDBG regulations. D. Levels of Accomplishment In addition to the normal administrative services required as part of this Agreement, Participant agrees to provide the following levels of program services: Two (2) full-time equivalent (FTE) low to moderate income employees shall be hired or retained for the Seventy Thousand Dollars ($70,000) loaned. Employees shall be qualified under income requirements. E. Staffing Any staff time charged to the CDBG program will be in compliance with federal and program regulations. F. Performance Monitoring Grantee will monitor the performance of Participant against goals and performance standards required herein. Substandard performance as determined by Grantee will constitute non-compliance with this Agreement. If action to correct such substandard performance is not taken by Participant within a reasonable period of time after being notified by Grantee, contract suspension or termination procedures will be initiated. II. TIME OF PERFORMANCE Services of Participant shall start on the day of September, 2007, and end on the day of September, 2012. The term of this Agreement and the provisions herein shall be extended to cover any additional time period during which Participant remains in control of CDBG funds or other assets including program income. In compliance with the terms of the Economic Development Loan Policy, the five (5) year compliance period commences with satisfaction of the job creation requirements and extends for a period of five (5) years. III. PAYMENT It is expressly agreed and understood that the total amount to be paid by Grantee under this contract shall not exceed Seventy Thousand Dollars ($70,000). Draw downs.for the 0RANGE\EHULL\39985.3 payment of .eligible expenses shall be made against the line item budgets specified in Attachment No 1. herein and in accordance with performance. Expenses for general administration shall also be paid against the line item budget specified in Attachment .No 1. and in accordance with performance. IV. NOTICES Communication and details concerning this contract shall be directed to the following contract representatives: Grantee Roseanna J. Jara, Sr. Accountant - Redevelopment City of Azusa 213 East Foothill Boulevard Azusa, CA 91702 626-812-5299 V SPECIAL CONDITIONS Participant Seyed S. Zaribaf n Forno Restaurant 619 - 621 North Azusa Avenue Azusa, CA 91702 626-804-7777 Participant agrees to comply with the requirements of Title 24 Code of Federal Regulations, Part 570 of the U.S. Department of Housing and Urban Development (HUD) regulations CDBG and all federal regulations and policies issued pursuant to these regulations. Participant further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available. VI GENERAL CONDITIONS A. General Compliance Participant agrees to comply with all applicable federal, state and local laws and regulations governing the funds provided under this contract. B. Independent Contractor Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. Participant shall at all times remain an independent contractor with respect to the services to be performed under this agreement. Grantee shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation Insurance, as Participant is an Independent Contractor. ORANGE\EHOLL\39965.3 C. Hold Harmless Notwithstanding any other agreements, Participant agrees to hold harmless, defend and indemnify Grantee, agents, employees, and officers against any legal liability in respect to bodily injury, death, and property. damage arising from the negligence of Participant in relationship to this contract in the part of any service or activity related to this contract, and in respect to any and all claims, actions, suits, charges and judgments whatsoever that arise out of Participant's performance or nonperformance of the services or subject matter called for in this agreement. D. Workers' Compensation Participant shall provide Workers' Compensation Insurance coverage for all employees involved in the performance of this contract. E. Insurance Participant shall furnish to Grantee a Certificate of Insurance evidencing insurance. The indemnified parties named in Section 7 of the Loan Agreement of September _, 2007, shall be named as additionally insured. All such insurance policies shall include a clause requiring that the insurance company give thirty (30) days notice in writing to the additionally insured prior to cancellation or termination of the policy. The insurance shall include a commercial general liability policy with policy limits of not less than two million dollars ($2,000,000.00) combined single limit, including contractual liability. This agreement is null and void if the insurance policy is not current. F. Grantor Recognition Participant shall recognize the role of the grantor agency in providing services through this contract. All activities, facilities and items utilized pursuant to this contract shall be prominently labeled as to funding source. In addition, Participant will include a reference to the financial support provided herein in all publications made possible with funds made available under this contract. G. Amendments Grantee or Participant may amend this Agreement at any time provided that such amendments made a specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of both organizations, and approved by Grantee's governing body. Such amendments shall not invalidate this Agreement, or relieve or release Grantee or Participant from its obligations under this Agreement Grantee may, at its discretion, amend this Agreement to conform with federal, state or local governmental guidelines, policies and available funding amounts, or for other ORANGE\EHOLL\39985.3 reasons. If such amendments result in a change in the funding, the scope of services, or schedule of, the activities to be undertaken as part of this agreement, such modifications will be incorporated only by written amendment signed by both Grantee and Participant. H. Suspension or Termination Either party may terminate this contract at any time by giving written notices to the other party of such termination and specifying the effective date thereof at least thirty (30) days before the effective date of such termination. Partial terminations of the Scope of Service in Section I above may only be undertaken with the prior approval of Grantee. In the event of any termination for convenience, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or other materials prepared by Participant under this Agreement shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents or materials prior to the termination. Grantee may also suspend or terminate this Agreement, in whole or in part, if Participant materially fails to comply with any term of this Agreement, or with any of the rules, regulations or provisions referred to herein; and Grantee may declare Participant ineligible for any further participation in Grantee contracts, in addition to other remedies as provided by law. In the event there is probable cause to believe Participant is in noncompliance with any applicable rules or regulations, Grantee may withhold up to fifteen (15) percent of said contract funds until such time as Participant is found to be in compliance by Grantee, or is otherwise adjudicated to be in compliance.. VII ADMINISTRATIVE REQUIREMENTS A. Financial Management 1. Accounting Standards Participant agrees to comply with Attachment F of OMB Circular A-110 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. 2. Cost Principles Participant shall administer its program in conformance with OMB Circular A- 122, "Cost principles for Non -Profit Organizations." Of A-21, "Cost Principles for Educational Institutions," as applicable; and if Participant is a governmental or quasi -governmental agency, the applicable sections of 24 CFR Part 85, "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments," for all costs incurred whether charged on a direct or indirect basis. ORANGE\EHNLL\39485.3 B. Documentation and Record -Keeping 1. Records to be Maintained Participant shall maintain all records required by the Federal regulations specified in 24 CFR Part 570, Section 570.506 and that are pertinent to the activities funded under this Agreement. Such records shall include but not be limited to: a. Records providing a full description of each activity undertaken; b. Records demonstrating that each activity undertaken meets one of the National Objectives of the CDBG program; C. Records required determining the eligibility of activities; d. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance; e. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; f. Financial records as required by 24 CFR Part 570, Section 570.502, and OMB Circular A-110; and g. Other records necessary to document compliance with Subpart K of 24 CFR 570. Where the project is qualified by income, Participant will be responsible for maintaining income documentation to ensure that program beneficiaries are of low- and moderate -income. Income documentation must be made available to auditors in a manner satisfactory to the recipient and consistent with any standards required as a condition of providing these funds. 2. Retention Participant shall retain all records pertinent to expenditures incurred under this contract for a period of three (3) years after the termination of all activities funded under this agreement, or after the resolution of all Federal audit findings, whichever occurs later. Records for non -expendable property acquired with funds under this contract shall be retained for three (3) years after final disposition of such property. Records for any displaced person must be kept for three (3) years after he/she has received final payment. 3. Client Data Participant shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and a description of ORANGE\EHULL\39985.3 services provided_ Such.information shall be made available to Grantee monitors or their designees for review upon request. 4. Disclosure Participant understands that client information collected under this contract is private and the use or disclosure of such information, when not directly connected with the administration of Grantee's or Participant's responsibilities with respect to services provided under this contract, is prohibited by the California Data privacy Act unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian. 5. . Property Records Participant shall maintain real property inventory records which clearly identify properties purchased, improved or sold. Properties retained shall continue to meet eligibility criteria and shall conform with the "changes in use" restrictions specified in 24 CFR Part 570, Section 570.503(b)(8). 6. National Objectives Participant agrees to maintain documentation that demonstrates that the activities carried out with funds provided under this contract meet one or more of the CDBG program's national objectives: 1) Benefit low -to -moderate -income persons; 2) Aid in the prevention or elimination of slums or blight; or 3) Meet community development needs having a particular urgency — as defined in 24 CFR Part 570, Section 570.208. 7. Close -Outs Participant's obligation to Grantee shall not end until all close-out requirements are completed within thirty (30) days after expiration of this contract. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of all unused materials, equipment, unspent cash advances, program income balances, and receivable accounts to Grantee, and determining the custodianship of records. 8. Audits & Inspections All of Participant's records with respect to any matters covered by this Agreement shall be made available to Grantee, grantor agency, their designees or the Federal Government, at any time during normal business hours or as often as Grantee or grantor agency deems necessary, to audit, examine, and make excerpts or ORANGE\EHULL\39485.3 transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by Participant within thirty (30) days after receipt by Participant. Failure of Participant to comply with the above audit requirements will constitute a violation of this contract and may result in the withholding of future payments. Participant hereby agrees to have an annual agency audit conducted in accordance with current city policy concerning Participant audits. C. Reporting and Payment Procedures 1. Budgets No more than the amount specified may be spent within the cost category without written approval of the Grantor. 2. Program Income Participant shall report quarterly all program income as defined at 24 CFR Part 570, Section 570.500(a) generated by activities carried out with CDBG funds made available under this contract. The use of program income by Participant may use such income during the contract period for activities permitted under this contract and shall reduce requests for additional funds by the amount of any such program income balances on hand. All unused program income shall be returned to Grantee at the end of the contract period. Any interest eared on cash advances from the U.S. Treasury is not program income and shall be remitted promptly to Grantee. 3. Indirect Costs If indirect costs are charged, Participant will develop an indirect cost allocation plan for determining the appropriate Grantee share of administrative costs and shall submit such plan to Grantee for approval, prior to the execution of the contract. . 4. Payment Procedures Grantee will pay to Participant funds available under this contract based upon information submitted by Participant and consistent with any approved budget and city policy concerning payments. With the exception of certain advances, payments will be made for eligible expenses actually incurred by Participant and not to exceed actual cash requirements. Payments will be adjusted by Grantee in accordance with advance fund and program income balances available in Participant accounts. In addition, Grantee reserves the right to liquid funds available under this contract for costs incurred by Grantee on behalf of Participant. ORANGE\EHULL\39985.3 D. Procurement 1. Compliance Participant shall comply with current federal policy concerning the purchase of equipment and shall maintain an inventory of all non -expendable personal property as defined by such policy as may be procured with funds provided herein. All program assets (unexpended program income, property, equipment, etc.) shall revert to Grantee upon termination of this contract. 2. OMB Standards Participant shall procure materials in accordance with the requirements of Attachment O of OMB Circular A-110, Procurement Standards, and shall subsequently follow Attachment N, Property Management Standards, covering utilization of disposal of property. 3. Travel Participant shall obtain written approval from Grantee for any travel outside the metropolitan area with.funds provided under this contract. 4. Relocation, Acquisition and Displacement Participant agrees to comply with 24 CFR 570.606 relating to the acquisition and disposition of all real property utilizing grant funds, and to the displacement of persons, businesses, nonprofit organizations and farms occurring as a direct result of any acquisition of real property utilizing grant funds. Participant agrees to comply with applicable Grantee Ordinances, Resolutions, and Policies concerning displacement of individuals from their residences. VIII PERSONNEL & PARTICIPANT REQUIREMENTS A. Civil Rights 1. Compliance Participant agrees to comply with all city and state civil rights ordinances and with Title VI of the Civil Rights Act of 1964 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Section 109 of Title I of the Housing and Community Development Act of 1974, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, ORANGE\EHULL\39485.3 Executive Order 11063, and with Executive Order 11246 as amended by Executive Orders 11375 and 12086. 2. Nondiscrimination Executive Order 11246 requires that during the performance of this Contract, the consultant agrees not to discriminate against any employee or applicant for employment because of race, religion, sex, color, or national origin. The consultant will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, religion, sex, color, or national origin. Such action shall include, but not limited to, the following: employment upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the consultant setting forth the provisions of this nondiscrimination clause. 8. Civil Rights Act of 1964 Title VI of the Civil Rights Act of 1964 provides that no person shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance. 9. Housing and Community Development Act of 1974 Section 109, Title I of the Housing and Community Development Act of 1974, provides that no person shall discriminate against any person or deny benefits on the basis of race, color, national origin, or sex under any program or activity funded in whole or in part with funds made available under this Title. 10. Prohibition of Age Discrimination Prohibition against discrimination on the basis of age under the Age Discrimination Act of 1975, or with respect to an otherwise qualified handicapped individual, as provided in Section 504 of the Rehabilitation Act of 1973, shall also apply to any such program or activity. 11. Land Covenants This contract is subject to the requirements of Title VI of the Civil Rights Act of 1964 (P.1 88-3520 and 24 CFR 570, Part 1). In regard to the sale, lease, or other transfer of land acquired, cleared or improved with assistance provided under this ORANGE\EHULL\39485.3 contract, Participant shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination as herein defined, in the sale, lease or rental, or in the use or occupancy of such land, or in any improvements erected or to be erected thereon, providing that Grantee and the United States are beneficiaries of and entitled to enforce such covenants. Participant, in undertaking its obligation to carry out the program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant, and will not itself so discriminate. 12. Section 504 Participant agrees to comply with any federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973, 929 U.S.C.706) which prohibits discrimination against the handicapped in any federally assisted program. Grantee sliall provide Participant with any guidelines necessary for compliance with that portion of the regulations in force during the term of this contract. B. Affirmative Action 1. Approved Plan Participant agrees that it shall be committed to carry out pursuant to Grantee's specifications an Affirmative Action Program in keeping with the principles as provided in President's Executive Order 11246 of September 24, 1965. Grantee shall provide Affirmative Action guidelines to Participant to assist in the formulation of such program. Participant shall submit a plan for an Affirmative Action Program for approval prior to the award of funds. 2. W/MBE Participant will use its best efforts to afford minority and women -owned business enterprises the maximum practicable opportunity to participate in the performance of this contract. As used in this contract, the term "minority and female business enterprise" means a business at least fifty-one (51) percent owned and controlled by minority group members or women. For the purpose of this definition, "minority group members" are Afro-Americans, Spanish-speaking, Spanish surnamed or Spanish -heritage Americans, Asian -Americans, and American Indians. Participant may rely on written representations by Participants regarding their status as minority and female business enterprises in lieu of an independent investigation. ORANGE\EHDLL\39485.3 3. Access to Records Participant shall furnish and cause each of its sub -Participants to furnish all information and reports required hereunder and will permit access to its books, records and accounts by Grantee, HUD or its agent, or other authorized federal officials for purposes of investigation to ascertain compliance with the rules, regulations and provisions stated herein. 4. Notifications Participant will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advancing the labor union or worker's representative of Participant's commitments hereunder, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 5. EEO/AA Statement Participant will, in all solicitations or advertisements for employees placed by or on behalf of Participant, state that it is an Equal Opportunity or Affirmative Action employer. 6. Subcontract Provisions Participant will include the provisions of Paragraphs VII A, Civil Rights, and B Affirmative Action, every subcontract or purchase order, specifically or by reference, so that such provisions will be binding upon each sub -Participant or vendor. C. Employment Restrictions 1. Prohibited Activity Participant is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities; sectarian, or religious activities; lobbying, political patronage, and nepotism activities. 2. OSHA Where employees are engaged in activities not covered under the Occupational Safety and Health Act of 1970, they shall not be required or permitted to work, be trained, or receive services in buildings or surroundings or under working ORANGE\EHULL\39485.3 conditions which are unsanitary, hazardous or dangerous to the participants' health or safety. 3. Right to Know Participants employed or trained for inherently dangerous occupations, e.g, fire or police jobs, shall be assigned to work in accordance with reasonable safety practices. Participant will comply with the Minnesota Right to Know Act. 4. Labor Standards Participant agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis -Bacon Act as amended, the provisions of Contract Work Hours, the Safety Standards Act, the Copeland "Anti -Kickback" Act (40 U.S.C. 276, 327-333) and all other applicable federal, state and local laws and regulations pertaining to labor standards insofar as those act apply to the performance of this contract. Participant shall maintain documentation which demonstrates compliance with hour and wages requirements of this part. Such documentation shall be made available to Grantee for review upon request. Participant agrees that, except with respect to the rehabilitation or construction of residential property designed for residential use for less than eight (8) households, all contractors engaged under contracts in excess of $2,000.00 for construction, renovation or repair of any building or work financed in whole or in part with assistance provided under this contract, shall comply with federal requirements adopted by Grantee pertaining to such contract, shall comply with federal requirements adopted by Grantee pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor, under 29 CFR, Parts 3, 1, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journeymen; provided, that if wage rates higher than those required under the regulations are imposed by state or local law, nothing hereunder is intended to relieve Participant of its obligation, if any, to require payment of the higher wage. Participant shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph, for such contracts in excess of $10,000.00. 5. Local Employment To the greatest extent possible, employ lower income residents of the project area, in compliance with Section 3, Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701 et. seq. ORANGE\EHULL\39985.3 D. Conduct 1. Assignability Participant shall not assign or transfer any interest in this contract without the prior written consent of Grantee thereto; provided, however, that claims for money due or to become due to Participant from Grantee under this contract may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to Grantee. 2. Hatch Act .Participant agrees that no funds provided, nor personnel employed under this contract, shall be in any way or to any extent engaged in the conduct of political activities in violation of Chapter 15 of Title V United States Code. 3. Conflict of Interest Participant agrees to abide by the provisions of 24 CFR Part 570, Section 570.611 with respect to conflicts of interest and covenants that it presently has no financial interest and shall not acquire any financial interest, direct or indirect, which would conflict in any manner or degree with the performance of services required under this contract. Participant further covenants that in the performance of this contract, no person having such a financial interest shall be employed or retained by Participant hereunder. These conflict of interest provisions apply to any person who is an employee, agent consultant, officer, or elected official or appointed official of Grantee. or of any designated public agencies or Participants that are receiving funds under the CDBG Entitlement program. 4. Subcontracts a. Approvals Participants shall not enter into any subcontracts with any agency or individual in the performance of this contract without the prior written consent of Grantee prior to the execution of such agreement. b. Monitoring Participant will monitor all subcontracted services on a regular basis to assure contract compliance. Results of monitoring efforts shall be ORANGE\EHULL\39485.3 summarized in written reports and supported with documented evidence of follow-up actions taken to correct areas of noncompliance. c. Content Participant shall cause all of the provisions of this contract in its entirety to be included in and made apart of any subcontract executed in the performance of this Agreement. e. Selection Process Participant shall undertake to insure that all subcontracts let in the performance of this Agreement shall be awarded on a fair and open competition basis. Executed copies of all subcontracts shall be forwarded to Grantee along with documentation concerning the selection process. 5. Copyright If this contract results in any copyrightable material, Grantee and/or grantor agency reserves the right to royalty -free, non-exclusive and irrevocable license to reproduce, publish or otherwise use and to authorize others to use, the work for government purposes. 6. Religious Organization Participant agrees that funds provided under this contract will not be utilized for religious activities, to promote religious interests, or for the benefit of a religious organization in accordance with the federal regulations specified in 24 CFR Part 570, Section 570.2006). IX ENVIRONMENTAL CONDITIONS A. Air and Water Participant agrees to comply with the following regulations insofar as they apply to the performance of this contract: • Clean Air Act, 42 U.S.C., 1857, et seq. • Federal Water Pollution Control Act, as amended, 33 U.S.C., 1251, et seq., as amended 1318 relating to inspection, monitoring, entry, reports and information, as well as other requirements specified in said Section 114 and Section 308, and all regulations and guidelines issued thereunder. • Environmental Protection Agency (EPA) regulations pursuant to 40 CFR., Part 50, as amended. ORANGE\EHULL\39985.3 • National Environmental Policy Act of 1969. • HUD Environmental Review Procedures (24 CFR, Part 58). • California Environmental quality Act of 1974. B. Flood Disaster Protection Participant agrees to comply with the requirements of the Flood Disaster Protection Act of 1973 (P.L.-2234) in regard to the sale, lease or other transfer of land acquired, cleared or improved under the terms of this contract, as it may apply to the provisions of this contract. C. Lead -Based Paint Participant agrees that any construction or rehabilitation of residential structures with assistance provided under this contract shall be subject to HUD lead-based Paint Regulations at 24 CFR Part 570, Section 570.608, and 24 CFR Part 35, and in particular Sub -Part B thereof. Such regulations pertain to all HUD -assisted housing and require that all owners, prospective owners, and tenants or properties constructed prior to 1978 be properly notified that such properties may include lead-based paint. Such notification shall point out the hazards of lead-based paint and explain the symptoms, treatment and precautions that should be taken when dealing with lead-based paint poisoning. D. Historic Preservation Participant agrees to comply with the Historic Preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. 470) and the procedures set forth in 36 CFR, part 800, Advisory Council on Historic Preservation Procedures for Protection of Historic Properties, insofar as they apply to the performance of this contract. In general, this requires concurrence from the State Historic Preservation Officer for all rehabilitation and demolition of historic properties that are fifty years old or older or that are included on a Federal, State, or local historic property list. [SIGNATURES ON FOLLOWING PAGE] ORANGE\£HULL\39485.3 IN WITNESS WHEREOF, the Parries have executed this contract as of the date first written above. Dated: September 2007 Dated: September _, 2007 ORANGE \EHULL\399B5.3 CITY OF AZUSA F.M. Delach, City Manager PARTICIPANT IL FORNO RESTAURANT Seyed S. Zaribaf, Sole Proprietor ATTACHMENT TO PARTICIPATION AGREEMENT ATTACHMENT A: County Lobbyist Certification COMMUNITY DEVELOPMENT COMMISSION COUNTY OF LOS ANGELES COUNTY LOBBYIST CODE CHAPTER 2.160 COUNTY ORDINANCE NO. 93-0031 CERTIFICATION Name of Firm: IL FORNO RESTAURANT Date: September , 2007 Address: 619 - 621 North Azusa Avenue, State: CA Zip Code: 91702 Phone No.: (626) 804-7777 Acting on behalf of the above named firm, as its Authorized Official, I make the following Certification to the County of Los Angeles and the Community Development Commission, County of Los Angeles. 4. It is understood that each person/entity/firm who applies for a Community Development Commission contract, and as part of that process, shall certify that they are familiar with the requirements of the Los Angeles County Code Chapter 2.160 (Los Angeles County Ordinance 93-0031); and 5. That all persons/entities/firms acting on behalf of the above named firm have and will comply with the County Code; and 6. That any person/entity/firm who seeks a contract with the Community Development Commission shall be disqualified therefrom and denied the contract, and shall be liable in civil action, if any lobbyist, lobbying firm, lobbyist employer or any other person or entity acting on behalf of the above named firm fails to comply with the provisions of the County Code. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is prerequisite for making or entering into contract with the Los Angeles County and the Community Development Commission, County of Los Angeles. Authorized Official: Name: 0RANGE\EHULL09485.3 Title: Sole Proprietor ATTACHMENT TO PARTICIPATION.AGREEMENT ATTACHMENT B: Federal Procurement Requirements Procurement requirements are in accordance with 24 Code Federal Regulations (CFR) Part 84 "Uniform Administrative Requirements for Grants and Agreements With Institutions of Higher Education, Hospitals and Other Non -Profit Organizations" --Revised OMB Circular A-110. Small Purchase Procedures: $0.01 to $24,999.99 • Are those informal procurement methods where you must secure at lease three informal bids, oral or written? • You must document the following information: Company name and address, name of person contacted, telephone number and minority status. • A no bid is considered a bid. You must continue the process until three fixed dollar bids are received. • Use the Small/Informal Bid Form for documentation. • Not allowed for soliciting construction services Small Purchase Procedures: $25,000 to $99,999.99 • Are those informal procurement methods where you must secure at lease three informal bids? • All price or rate quotations must be in writing. • You must document the following information: Company name and address, name of person contacted, telephone number and minority status. • Use the Small/Informal Bid Form, with actual written quotations as collateral documentation. • Not allowed for soliciting construction services Formal Bidding Procedures: $100,000 or above . Are competitive sealed bids, secured through formal advertising • All bids will be publicly opened and a fixed price contract will be awarded to the lowest responsive and responsible bidder. Competitive Proposals • A Request for Proposal (RFP) or Request for Qualifications (RFQ) shall always be advertised. • The RFP should contain: bid specifications, sample contract, terms and conditions, and mechanism for proposal most advantageous to the program, with price and other factors considered. Contracting with Minority and Women Business Enterprise • Outreach program is extremely important. Contact the CDBG division in the City of Covina at 626-858-7266 to identify those local firms. • Contact at least one MWBE firm for your small purchase process. • Require prime contractor to also comply with above. ORANGE\EHULL\39485.3 ATTACHMENT TO PARTICIPATION AGREEMENT ATTACHMENT C: DATA UNIVERSAL NUMBER SYSTEM (DUNS) Business Name: IL FORNO RESTAURANT DUNS Number: Is business new or existing? New:: Existing XX If business is existing, is it relocating? N/A_ Yes_ No: X Note: If business does not have a DUNS, a free DUNS number can be obtained by calling Dunn & Bradstreet at 1-866-705-5711 (toll free) or through their website http://www.dnb.com/IJS/duns_update/index.html. A DUNS number is required for receipt or renewal of a Federal grant. ORANGE\EHULL\39985.3 ATTACIBIIENT TO PARTICIPATION AGREEMENT ATTACFIDUENT D: SmaIUInformal Bid Form SMALLANFORMAL BID FORM Project Name: Project Number: Three Quotes Required On The Following Item(s): Item Description Quantity: Size: Specifications: 1. Company Name: Quote 0 Unit Cost: 2. Company Name: Address: Quote 4 Unit Cost: 3. Company Name: Quote 0 Unit Cost: Bids Obtained By: ORANGE\EHULL\39985.3 Phone No: Contact: MWBE Status: Total: Phone No: Contact: MWBE Status: Total: Phone No: Contact: MWBE Status: Total: Date: ATTACHMENT TO PARTICIPATION AGREEMENT ATTACHMENT E—Employment Requirements EMPLOYMENT REQUIREMENTS Community Development Block Grant (CDBG) economic development loans are based on job creation for low- and moderate -income persons. At least one full-time equivalent job is to be created per $35,000 of CDBG funds used. IL FORNO RESTAURANT will provide training for any of those jobs requiring special skills or education, as indicated on the attached "Job Generation" sheet. For purposes of being considered a created job, a job must be anew job (fall or part-time) for the person, or the CDBG assistance must enable an existing income-producing "sideline" activity to become the person's principal occupation. In counting jobs, the following policies apply: 8. Part-time jobs must be converted to full-time equivalents 9. Only permanent jobs count --temporary jobs may not be included. 10. Seasonal jobs may be counted only if the season is long enough for the job to be considered as the employee's principal occupation. 11. All permanent jobs created by the activity must be counted even if the activity has multiple sources of funding. 12. Jobs indirectly created by an assisted activity (i.e., trickle-down jobs) may not be counted. To qualify, the person hired must be from a low/mod income household. To qualify as low - moderate income, information must be obtained on family size and income so it is evident that family income does not exceed the L/M limit. Prospective employees interviewed must complete a Prospective Employee Questionnaire (Exhibit 1) and must sign the form. The Prospective Employee Questionnaire serves as the self -certification form for household income qualification. This information must be available for monitoring by City staff, County of Los Angeles Community Development Commission staff, and HUD staff. Documentation to be attached to this agreement by IL FORNO RESTAURANT is as follows: A. A listing by iob title of the permanent jobs to be created, identifying which are part-time, if any, and which jobs require special skills or education --a "Job Generation" form (see Exhibit 2) B. A description of the actions to be taken by the recipient and business to ensure that low - and moderate -income persons receive first consideration for those jobs-- "Actions to Ensure First Consideration of Low and Moderate Income Persons" form (See Exhibit 3). ORANGE\EHULL\39985.3 Exhibit 1: PROSPECTIVE EMPLOYEE QUESTIONNAIRE Dear Applicant: This company has received expansion funds from the Community Development Block Grant program, and we are required to obtain the following information for all applicants. Your cooperation is appreciated. NAME: ADDRESS: JOB TITLE: 1. Head of Household: Male Female 4. Number in Household: 3. Please list all income for the past 12 months for each household member. Include the following: Household Members (Names - Including Applicant) Age Social Security Number Annual Income Source of Income (If income is from wages or salary list employer name and address) Attach copy of documentation. If applicant was unemployed prior to acceptance of this job, please indicate. Size Income 1 _ $15,550 or less 2 $17,750 or less 3 $20,000 or less 4 _ $22,200 or less 5 _ $24,000 or less 6 $25,750 5. Please circle your household size and indicate your household annual income level. (First, determine your household size; then follow the row across to the income range that includes your household income.) House- hold Household Size Income 1 _ $15,550 or less 2 $17,750 or less 3 $20,000 or less 4 _ $22,200 or less 5 _ $24,000 or less 6 $25,750 or less 7 _ $27,550 or less 8 _ $29,300 or less ORANGE\EHULL\39985.3 Household Income $15,551 to $25,900 $17,751 to $29,600 $20,001 to $33,300 $22,201 to $37,000 $24,001 to $39,950 $25,751 to $42,900 $27,551 to $45,900 $29,301 to $48,850 Household Income _ $25,901 to $41,450 $29,601 to $47,350 $33,301 to $53,300 _ $37,001 to $59,200 $39,951 to $63,950 $42,901 to $68,650 $45,901 to $73,400 $48,851 to $78,150 Household Income Above $41,450 Above $47,350 Above $53,300 Above $59,200 _ Above $63,950 _ Above $68,650 _ Above $73,400 _ Above $78,150 13. Racial Background: (Optional) Single Categories: _American Indian/Alaska Native _Asian —Black/African American _Native Hawaiian/Other Pacific Islander _White —Other -For individuals that do not identify with any of the above Double Categories: _American Indian or Alaska Native and White _Asian and White _Black or African American and White American Indian or Alaska Native and Black or African American 14. Ethnic Background: ("This question must be asked of all individuals) Persons that are not Hispanic/Latino Persons of Hispanic/Latino Ethnicity Mexican -American Puerto Rican _Other Hispanic/Latino I certify that the above information is true and accurate. 'I understand this information is subject to verification by authorized officials. sssssssssssss**s**ss***s******************s***********sssssssssssssssss*s*sss* QUESTIONS BELOW TO BE ANSWERED BY EMPLOYER OR INTERVIEWER: Eligibility Summary: Low income (CDBG) Moderate income (CDBG) _ Not Eligible The person signing the certification was interviewed for employment and not hired because ORANGE\EHOLL\39985.3 The person signing the certification was hired for the following position: He/She works equivalent full-time positions. Signature of interviewer: Print Name: Revised: 4/16/07 ng CDBG Bulletin 07-0010 ORANGE\EHULL\39465.3 hours per week. Permanent part-time jobs should be reported in Date: Exhibit 1 Exhibit 2: JOB GENERATION FORM IL FORNO RESTAURANT Job Title Job Cateeory Wage Number/ Available to Are Employer (see attached) Hours Scheduled Low/Mod Healthcare Benefits Provided? Wait Staff Person 9—Service $7.50 40 hrs Yes No (Retained) workers Wait Staff Person 9—Service $7.50 40 hrs Yes No (Created) workers Total Jobs Created: 1 FTE Total Jobs Retained: 1 FTE Total Jobs Required to Create and Retain: 2 FTE Note 1: Positions will be filled from above list of possible job titles Note 2: FTE = Full -Time Equivalent based on a 40 -hour week. Note 3: See attached list of Economic Development Administration (EDA) Job Category Definitions ORANGE\EHULL\39485.3 Economic Development Administration (FDA) dob Category Definitions Officials and Managers - Occupants requiring administrative personnel who set broad policies, exercise overall responsibility of execution of these policies, and individual departments or special phases of a firms operations. This includes: Olkicials, lixecutives, middle management, plant managers and superintcndents, salaried supervisors tvho are members of management, purchasing agents and buyers; and kindred workers. Professional - Occupants requiring either college graduation or experience of such kind and amount as to provide a comparable background includes: accountants and auditors, airplane pilots and navigators, architects, -artists chemists, designers, dietitians, editors, engineers, lawyers, librarians, mathematicians, natural scientists, registered professional nurses, professional and labor relations workers, physical scientists, physicians, social scientists, teachers, and kindred workers. Technicians - Occupants requiring a combination of basic scientific knowledge and manual skill which can be obtained through about 2 years of past -high school education such as is offered in many technical institutions and junior colleges, or through equivalent on the job training. This includes: computer programmers and operators, drafters, engineering aides, junior engineers, mathematic aides, licensed practical or vocational nurses, photographers, radio operators, scientific assistants, surveyors, technical illustrators, technicians (medical, dental, electronic; physical science) and kindred workers. 4. Sales - Occupants engaging wholly or primarily in direct selling. This includes: adverilsing agenda and sales workers; insurance agents and brokers; teal estate agents and brokers; sales workers; demonstrators and retail sales workers; and sales clerks, grocery clerks and cashiers; and kindred workers. 5. Office and Clerical - Includes all clerical -type work regardless of level of difficulty, where the activities are predominantly non -manual though some manual work not directly involved with altering or transporting the products is included. This includes: bookkeepers, cashiers, collectors (bills and accounts), messengers and office helpers, office machine operators, shipping and receiving clerks, stenographers, typists, and secretaries, telegraph and telephone operators, and kindred workers. Ci. Craft Worker (stilled) -Manual workers of relatively high level having a thorough and comprehensive knowledge of the processes involved in their. work, Exercise considerable independent judgment and usually receive an extensive period of training. This includes: the building trades. hourly paid supervisors and lead operators (who are not members of management), mechanic and repairers, skilled machining occupations, compositors and typesetters, electricians, engravers, job setters (metal), motion picture projectionists, pattern and model makers, stationary engineers, tailors, and kindred workers. ORANGE\EHULL\39485.3 Operatives (semi -skilled) - [Workers who operate machines or other equipment or perform other factory-typc duties of intermediate skill level which can be mastered in a few weeks and require only limited training_ This includes: apprentices (auto mechanics, plumbers, electricians, machinists; mechanics, building trades, metal working trades, printing trades, etc.), operatives, attendants (auto service and parking), blasters, chauffeurs, delivery workers, dress makers and sewers (except factory), dryer's furnaces workers, heaters (metal), laundry and dry cleaning, operatives, milliners, [nine operatives and laborers, motor operators, oilers and greasers (except auto), painters (except construction and maintenance), photographic process workers, boiler tenders, truck and tractor drivers, \v( Avera (textile), welders and flame metals workers, and kindred workers. 8. Laborers (unskilled) - Workers in manual occupations which generally require no special training perform elementary duties that may be learned in a few days and require the application of little or no independent judgment This includes: garage laborers; car washers and greasers; gardeners (except farm) and ground keepers; stevedores; wood choppers; laborers performing lifting, digging, mixing loading, and pulling operations; and kindred workers. 9. Service NYorkers '- Workers in both protective and non -protective service occupations. This includes attendants (hospital and other institutions, professional and personal service, including nurses aides and orderlies), barbers, ehairworkers and cleaners, cooks (except household), counter and fountain workers, elevator operators, firefighters and fire protection guards, door keepers, stewards, janitors, pnlice officers and detectives, porters, waiters and waitresses. and kindred workers. ORANGE\EHOLL\39905.3 Sr Exhibit 3: ACTIONS TO ENSURE FIRST CONSIDERATION OF LOW- AND MODERATE -INCOME PERSONS IL FORNO RESTAURANT Sub -recipient will implement the following comprehensive plan designed to ensure first consideration of low- and moderate -income persons for jobs created by the Economic Development Project. The plan will consist of the following actions which will insure early exposure of employment opportunities to low- and moderate -income area residents: A comprehensive program to adequately advertise the job opportunities, in local publications. A particular focus will be publications serving low- and moderate -income households. The Pennysaver (a weekly local publication delivered free of charge to each home in Azusa) and La Opinion, a Spanish language publication. In addition, notice of available positions will be posted on the window of the business. ORANGE\EHULL\39985.3