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.
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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