CRA LA BUILDING COMMUNITIES

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1 CRA LA BUILDING COMMUNITIES of the CITY OF LOS ANGELES nt DATE I APR West 7th Stree t 1 Suite 500 Los Angeles California F Honorable Council of the City of Los Angeles John Ferraro Council Chamber 200 N. Spring Street Room 340, City Hall Los Angeles, CA CRA File No Council District: 2, 4, 6, 7, 8, 9, 10,15 Contact Person: William Chun (323) COUNCIL TRANSMITTAL: Transmitted herewith, is a Board Memorandum adopted by the Agency Board on April 21, 2011, fo r City Council review and approval in accordance with the "Community Redevelopment Agency Oversight Ordinance" entitled: VARIOUS ACTIONS RELATED TO: South Los Angeles Business Assistance Program. Establi sh and implement the South Los Angeles Business Assistance Program within the Crenshaw Slauson, Exposition/University Park, Normandie 5, Western Slauson and Watts Corridors Redevelopment Project Areas with an initial al location of $775,000, and amend the East Valley Business Assistance Program to standardize loan security terms. RECOMMENDATION That City Council approve(s) recommendation(s) on the attached Board Memorandum. ENVIRONMENTAL REVIEW The South Los Angeles Business Assistance Program is categorically exempt from the provisions of the California Environmental Quality Act ("CEQA"), pursuant to Section (a) and (f) of the CRAILA and State CEQA Guidelines. FISCAL IMPACT STATEMENT There is no fiscal impact to the City's General Fund, a cc: Sharon Gin, Office of the City Clerk (Original & 3 Copies on 3-hole punch) Lisa Johnson Smith, Office of the CAO lvania Sobalvarro, Office of the CLA Steve Ongele, Office of the Mayor Noreen Vincent, Office of the City Attorney Dennis Rodriguez, CD8

2 THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF LOS ANGELES, CAUFORNIA REVISED: Page 6 - Correction MEMORANDUM DATE: APRIL 21, 2011 TO: FROM: STAFF: CRA/LA BOARD OF COMMISSIONERS CHRISTINE ESSEL, CHIEF EXECUTIVE OFFICER CAROLYN HULL REGIONAL ADMINISTRATOR WILLIAM CHUN, PROJECT MANAGER CS2230 H02230 N52230 WS2230 WC2230 NH2340 LC2300 PC2050 SUBJECT: South Los Angeles Business Assistance Program. Establish and implement the South Los Angeles Business Assistance Program within the Crenshaw Slauson, Exposition/University Park, Normandie 5, Western Slauson and Watts Corridors Redevelopment Project Areas with an initial allocation of $775,000, and amend the East Valley Business Assistance Program to standardize loan security terms. SOUTH LAAND EAST VALLEY REGIONS (CD 2, 4, 6, 7, 8, 9, 10'& 15) COMMITTEE REVIEW: Approved at Investment Committee on April14, 2011 RECOMMENDATIONS That the CRAILA Board of Commissioners, subject to City Council review and approval: 1. Request that the City Council approve CRA/LA's implementation of the South Los Angeles Business Assistance Program ("BAP") under the Cooperation Agreement for certain CRA/LA - funded capital improvements, public improvements and affordable housing projects dated March 10, 2011 between CRAILA and the City of Los Angeles ("Cooperation Agreement"); 2. Establish and implement the SAP including its Administrative Guidelines to provide Conditional Loans to commercial property owners and tenants located, or who plan to establish a business, within the Crenshaw Slauson, Exposition/University Park, Normandie 5, Western Slauson and Watts Corridors Redevelopment Project Areas (collectively "Project Areas"); 3. Recognize the additional resources available to Program participants through the DWP Exterior Lighting and Energy Efficiency Funds,. to be initially funded by CRA/LA and reimbursed by DWP; 4. Approve the expenditure of up to $775,000 of Crenshaw Slauson tax increment in budget line item economic development, Exposition/University Park tax increment in

3 South Los Angeles Busil. _;,S Assistance Program PAGE2 budget line item economic development, Normandie 5 bond proceeds in budget line item economic development, Western Slauson tax increment in budget tine item economic development, and Watts Corridors special revenue in budget line item economic development in the FY budget; 5. Authorize the CRNLA South Los Angeles Regional Administrator, or designee, to negotiate and execute all BAP documents, consistent with said Program's Administrative Guidelines; 6. Authorize the CRNLA South Los Angeles Regional Administrator, or designee, to negotiate and execute all necessary agreements to subordinate the CRA/LA security instruments and related loan documents for the SAP to subsequent lenders; and 7_ Amend the CRNLA East Valley Business Assistance Program to replace the Deed of Trust security requirement with a recorded UCC-1_ SUMMARY The recommended actions would authorize establishment and implementation of the BAP in CRNLA's South Los Angeles Region ("SLA")_ The BAP will fund commercial rehabilitation loans up to $249,000 for commercial owners and tenants approved under this program's Administrative Guidelines ("Guidelines"). A copy of the Guidelines is shown on Attachment A. The recommended actions would also authorize the SLA Regional Administrator.to negotiate and execute all loan and program-related documents. The BAP is based on the East Valley's Business Assistance Program, approved by the CRNLA Board of Commissioners ("Board") in S~ptember 2010, which utilizes the same underwriting criteria and administrative guidelines. PREVIOUS ACTIONS September 16, and November 3, 2010, CRNLA Board and City Council approval, respectively, of the East Valley Business Assistance Program. (CF# ) DISCUSSION & BACKGROUND Purpose of Program The BAP purpose is to implement a responsive business and job attraction and retention program focused on key economic sectors of the Project Areas. The BAP was developed in response to the current economic conditions in SLA, including slowing retail and commercial sates, aging business facades, increased turnover by commercial tenants, increased competition among commercial businesses, an increase in commercial vacancies and reduced rents, and a declining interest in locating businesses in the Project Areas. The BAP is designed to efficiently provide needed funding to commercial businesses to retain, attract and grow key economic sector businesses in the core commercial and industrial areas of the Project Areas. The two primary BAP objectives are economic revitalization of the commercial business sector and the creation and retention of Living Wage jobs. To achieve these objectives, the BAP will: Support the economic revitalization of commercial busin~sses, including industrial, manufacturing, retail, social assistance and others, through rehabilitation loans to improve the interior and exterior of businesses_ Focus investment on targeted commercial corridors to alleviate blighted conditions and increase business competitiveness.

4 South Los Angeles Busines ssistance Program PAGE3 Support the "greening" of commercial businesses with a focus on sustainable building practices, green technology and systems, and other methods of energy and resource savings. Address the key challenges facing small to medium businesses; access to capital and feasibility assistance required for rehabilitation and expansion. Retain commercial businesses considering leaving the Project Areas and City of Los Angeles. Create incentives to improve the physical business to improve facilities and productivity, remove blight, and help businesses compete to attract and retain tenants. Create a program that is compatible with other CRA/LA programs and financing tools. Summary of Program The proposed SAP will provide construction/rehabilitation loans to commercial property owners and tenants. The chart below provides a side by side loan comparison of the owner and tenant loan terms. Maximum Loan Amount (up to) Loan Term Loan Repayment Matching Funds Advance of Funds Debt Forgiveness CRA/LA Document Type Security/Property Lien Job Creation/ Retention loan Compliance "Tenantl2oans $75,000 $249, years, equal to remaining lease term Not required, unless Tenant is in default of loan terms. None Up to 50% of feasibility assistance cost, if applicable. Equal to term of loan; not more than 33.33% per year Loan and Property Maintenance Agreement, unsecured non-recourse Promissory Note No property lien Goal of creating/retaining one Living Wage job per $35,000 in CRAILA investment. Submission of annual Certificates of Compliance during first 30 months; and annual CRA/LA inspection. 10 years Owner l...:oans* Not required, unless Owner is in default of loan terms. 1 00% matching funds on all loans =>$1 00,000 Up to 50% of feasibility assistance cost, if applicable. 10% per year Loan and Property Maintenance Agreement, and limited recourse Promissory Note Recorded UCC-1, subordinated as necessary For loans ->$1 00,000, requirement to create/retain one Living Wage job per $35,000 in CRA/LA investment; for loans <$1 00,000, goal of creating/ retaining one Living Wage job per $35,000 in CRA/LA investment. Submission of annual Certificates of Compliance during first 30 months; and annual CRAJLA inspection.

5 South Los Angeles Business Assistance Program PAGE4 DWP Lighting Funds Under the Cooperation Agreement between the CRAILA and the Los Angeles Department of Water and Power ("DWP"), DWP is providing CRAILA up to $500,000 per year for use on the Commercial Incentives and fagade projects to promote the Energy Efficiency of the exterior lighting of businesses participating in commercial rehabilitation. Participants are eligible to receive up to $15,000 in DWP funding to support the design and construction of energy efficient building fagade lighting. The goal is to promote the energy efficiency of the exterior lighting of businesses participating in exterior commercial rehabilitation. Upon approval of the grant application by DWP, CRA/LA will advance the funds to the project in the form of additional Conditional Grant funds which will be reimbursed by DWP once the project is completed and a Notice of Completion is filed. This action requests authorization to increase the maximum BAP amounts by the amount of the DWP grants when a recipient has used the maximum allowable BAP allocated to their business. Funds for these additional grants will come from work program funds, with DWP payments used to reimburse work program funds, Uses of Loan Proceeds 1. Interior Construction and Rehabilitation: Tenant improvements, heating/cooling systems, additional space, and other business improvements or to correct code violations. 2. Exterior Construction and Rehabilitation: Add or rehabilitate exterior fagade, signage, architectural features, additional square footage, exterior lighting, and improvements necessary to correct code violations. 3. Feasibility Assistance: As part of a BAP loan for construction or rehabilitation costs, feasibility assistance may be in included in the BAP loan. This assistance includes, but is not limited to, business or environmental sustainability consultation, and project facilitation such as architectural, design, construction management, and permit processing assistance, to the extent authorized by the Community Redevelopment Law. Eligibility Requirements Under the BAP, first priority shall be given to core sector businesses in each participating Project Area, as detailed below. Core sector businesses are defined as the following commercial business types: Manufacturing, industrial, retail, social assistance, financial, cultural/arts, and medical. Under the BAP, participants must be existing commercial businesses with at least three years of positive operations, or commercial property owners. Existing businesses will be evaluated and underwritten based on the following six criteria contained in the Guidelines: 0 Existing operations and performance. Ability to achieve and sustain job creation or retention goals. "' Ability to complete proposed construction or rehabilitation. Cash/equity contribution (if applicable) to the construction or rehabilitation. Ability to support additional debt. "' Creditworthiness, including borrowing entity and all principals.

6 South los Angeles Busines~.ssistance Program PAGES Job Creation and Retention Requirements The BAP requires job creation or retention of one job per $35,000 in CRA/LA investment for loans to owners of $100,000 or more. The BAP encourages owners and tenants with loans under $100,000 to create or retain one Living Wage job per $35,000 in CRA/LA investment. The SAP will utilize the CRA/LA standard definitions for "Job Creation" and "Job Retention". Required jobs must be maintained for a period of not less than two years. Because of the jobs focus of the BAP, staff will prioritize requests based on the number of and wage levels of jobs created or retained, among other criteria. Security/Collateral Requirements loans up to $249,000 will be negotiated and loan documents executed by the SLA Regional Administrator or designee, consistent with the current CRA/LA Delegation of Authority that permits such designee authority to execute rehabilitation loans up to $250,000 on behalf of the Chief Executive Officer. loans which exceed $249,000 would be subject to Board and City Council approval. BAP loans will be in the form of a loan and Property Maintenance Agreement, plus a Promissory Note. loans equal to or greater than $100,000 will be secured by a recorded UCC-1 which can be subordinated as necessary, and will require owner/borrowers to provide 100% matching funds. These requirements are consistent with CRA/LA's Conditional Grant Policy. Applicable Policies SAP loans will be required to comply with the following CRA/LA policies: Prevailing Wage Policy (all construction/rehabilitation) Living Wage Policy (as applicable) Policy on Contractor Responsibility; Contractor Responsibility Program; and Rules Governing Procedures for Appeal of a Determination of Non-Responsibility Service Worker (Contractor) Retention Policy Equal Benefits Policy Equal Opportunity/Affirmative Action Policy Compliance and Monitoring Requirements BAP participants are required to maintain their property in good condition, including the SAP funded improvements. In addition, SAP loans will be deemed repaid at the end of the loan term, subject to the annual submission of a satisfactory Certificate of Compliance completed at 6, 18 and 30 months after the loan Agreement is executed, and after annual CRA/LA property inspections. The 6 month submission of the Certificate of Compliance represents the period of construction/rehabilitation, and the 18 and 30 month submission represent the two years for job creation/retention compliance. SLA staff will monitor, receive and process these compliance documents, and then submit them to CRA/LA Asset Management for evidence of debt repayment. BAP loans require the participant to submit an annual Certificate of Compliance ("Certificate''), which shall detail the general maintenance and management requirements of the business and improvements, as well as job creation or retention requirements. Participants shall submit the Certificate to SLA Region staff for review. In addition, all participating businesses are subject to

7 South Los Angeles Bush,~->S Assistance Program PAGE6 an annual CRA/LA on-site inspection, which shall be conducted by staff to confirm the business is being well managed and operated, and all improvements are well maintained. Outreach Component of Program SLA Region staff will implement an outreach program to the business community, including informational meetings held in the community, presentation at business and stakeholder groups, a BAP link with all information and documents on the SLA website, with the assistance of staff to answer questions. It is anticipated that the BAP may be utilized in conjunction with the complimentary CRA/LA Industrial Incentive Program ("lip"), a new CRA/LA program that offers industrial and manufacturing businesses forgivable grants and loans to fund the purchase of capital equipment or machinery, energy audits, and feasibility assistance for the development, financing, entitlement and implementation of the loan or grant, up to $250,000 in conditional loans. The lip is focused on promoting urban manufacturing, job creation and "greening" of industrial properties through the financing of equipment and support services for construction and rehabilitation projects; the SAP is building'"focused with interior and exterior construction and rehabilitation and does not permit the purchase of capital equipment or studies and technical assistance leading to the purchase and installation of equipment. Both programs require job creation equal to one job per $35,000 in CRA/LA investment, and maintenance of those jobs for a two-year period. East Valley Business Assistance Program Amendment To ensure greater consistency between CRA/LA business assistance programs, the SLA BAP is modeled off of the East Valley BAP which was implemented in late The security requirement of a Deed of Trust for loans equal to or greater than $100,000 pose a significant hurdle when marketing the program to potential participants. The intent of the business assistance programs is to maximize participation, and to incentivize commercial property and job generating investment while protecting CRA/LA's interest. The Deed of Trust is not a requirement of CRA/LA's Policy on Conditional Grants. Accordingly, in addition to a Loan Agreement with a Promissory Note and Maintenance Agreement, the SLA BAP will require a recorded UCC-1 as security in lieu of a Deed of Trust for loans equal to or greater than $100,000, which is believed to be adequate security commensurate with the level of CRNLA investment. Approval is being requested to amend the East Valley BAP to replace the Deed of Trust security requirement with a recorded UCC-1, subordinated as necessary, consistent with the proposed SLA BAP and other CRA/LA commercial rehabilitation programs. SOURCE OF FUNDS Crenshaw Slauson Tax Increment Exposition/University Park Tax Increment Normandie 5 Bond Proceeds Series g.e (taxable) Western/Siauson Tax Increment Watts Corridors CRA/LA General Revenue Total $200,000 $175,000 $75,000 $300,000 $25,000 $775,000 PROGRAM AND BUDGET IMPACT The proposed actions are consistent with the Amended FY Budget and Work Program relating to the Crenshaw Slauson, Exposition/University Park, Normandie 5, Western Slauson and Watts Redevelopment Project Areas. Following the approval of this program $176,000 of

8 South Los Angeles Busines~.3sistance Program PAGE? $380,160 will remain for Crenshaw/Siauson, $867,200 of $2,933,500 for Exposition/University Park; $536,909 of $2,042,300 for Normandie 5, $200,000 of $1,411,200 for Western/Siauson, and $100,000 of $214,000 for Watts in budget line item Economic Development for all project areas. Sufficient funds are available to make any legally-required State ERAF payments in FY There is no negative impact on the City's General Fund. Successful implementation with job creation should create enhanced revenues to the City. ENVIRONMENTAL REVIEW The South Los Angeles Business Assistance Program is categorically exempt from the provisions of the California Environmental Quality Act ("CEQA"), pursuant to Section (a) and (f) of the CRA/LA and State CEQA Guidelines. Christine Essel Chief Executive Officer By: ~zk Calvin E. Hollis Chief Operating Officer Real Estate and Economic Development There is no conflict of interest known to me which exists with regard to any CRAILA officer or employee concerning this action. Attachment A- South LA SAP Administrative Guidelines

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10 CRA/lA South los Angeles Business Assistance Program Administrative Guidelines A. Overview The Community Redevelopment Agency's South los Angeles Region ("CRA/LA") is offering the Business Assistance Program ("BAP") to promote economic revitalization and job creation and retention in its five redevelopment Project Areas. The BAP, approved by City Council on XXXXXXX (XXXXXXXXX), provides forgivable construction/rehabilitation loans to commercial property owners up to $249,000 and to commercial tenants up to $75,000, for interior and exterior construction/rehabilitation improvements, and may include feasibility assistance. As borrowers provide the required deliverables, as outlined in the BAP loan Agreement, the CRA/LA will deem a portion of the loan repaid. Commercial businesses include but are not limited to manufacturing, industrial, medical, retail, financial, social assistance, and cultural/arts. The following provides for the administrative guidelines for the BAP. In addition to these administrative guidelines, the complete BAP documents include underwriting guidelines, standard application forms, standard loan agreements, compliance document, Targeted Incentive Zone maps, and a standard Board Memorandum (together the "Program Documents"). B. Objectives The two primary objectives of the BAP are economic revitalization of the commercial business sector and job creation/job retention of living Wage 1 Jobs. Toward achieving these objectives, the goals of the BAP are to: Support the economic revitalization of commercial businesses, including industrial, manufacturing, medical, retail, social assistance and others, through construction loans to improve the interior and exterior of businesses. s Focus investment on targeted commercial corridors to alleviate blighted conditions, and increase business competitiveness. Support the "greening" of commercial businesses with a focus on sustainable building practices, green technology and systems, and other methods of energy and resource savings. s Address the key challenges facing small to medium businesses; access to capital and feasibility assistance required for rehabilitation and expansion. 1 CRAILA Living Wage jobs are those full time equivalent jobs paying a minimum of $ per hour (or $10.30 per hour plus $125 per hour in benefits) ( rate), as adjusted annually.

11 Retain commercial businesses considering leaving the Project Area and/or City of Los Angeles. <~~ Create an incentive (forgivable debt) to improve the physical business to improve productivity, remove blight, and help commercial businesses compete to attract and retain tenants.. Create a program that is compatible with other CRA/LA programs and other financing tools. Note: it is not a goal of the BAP to cause the relocation of a commercial business (owner or tenant) from one city to the City of Los Angeles, but rather to attract businesses already considering a move or expansion, and to support retain and expand existing businesses already in the City of Los Angeles. There are three eligible uses for BAP loans, including interior and exterior construction/ rehabilitation, and feasibility assistance. 1. Interior Construction/Rehabilitation: tenant improvements, heating/cooling systems, additional space, and improvements necessary for business or to correct code violations. 2. Exterior Construction/Rehabilitation: add or rehabilitate exterior fa~ade, signage, architectural features, additional square footage, and improvements necessary to correct code violations. 3. Feasibility Assistance: As part of a BAP loan for construction or rehabilitation costs, feasibility assistance may be in included in the BAP loan, comprised of technical assistance including but not limited to business or environmental sustainability evaluation/consultation, and project facilitation including but not limited to architectural, design, construction management, and/or permit processing assistance. The Feasibility Assistance portion of the BAP loan may include a 50% advance of funds, so that the borrower can hire the necessary consultant or specialist to begin the design, entitlement, evaluation, study or other assistance, as detailed in the project's Scope of Development (an attachment to the loan agreement). NOTE: BAP participants are encouraged to include sustainable building materials, fixtures and other features in their construction/rehabilitation work. The CRA/LA will consider this criterion in their evaluation of all proposals. vl/12/11 Page 2

12 A. General Eligibility Requirements. Businesses that request a BAP loan must meet the following general eligibility requirements: 1. Type of Business. First priority shall be given to core sector businesses in each participating Project Area, as detailed below. Core sector businesses are defined as the following commercial business types: manufacturing, industrial, retail, financiat social assistance, cultural/arts, and medical. Crenshaw Slauson Project Area. Entertainment/ Arts, Manufacturing, Industrial and Retail Trade. ExQosition/University Park. Retail Trade, Social Assistance, Financial, Medical and Cultural/ Arts. Normandie 5 Proiect Area. Retail, Health Care, Financial and Social Assistance. Western Slauson. Industrial, Manufacturing, Retail and Social Assistance. Watts. Retail Trade, Social Assistance, Financial and Cultural/ Arts. NOTE. California Redevelopment Law does not provide a definition of "industrial" or "manufacturing." For the purposes of this program, the NAIOP (National Association of Industrial and Office Properties Research Foundation} definition shall apply: An industrial building is "a facility in which space is used primarily for research, development, service, production, storage or distribution of good and which may also include some office space." Studios and sound stages for movie, television and music production meet the definition of industrial 2. Creditworthiness. The business and principal(s) must meet minimum credit requirements, including positive business operation indicators; lease(s} in good standing (if applicable); acceptable credit for borrower entity and principal{s); minimum of three years of positive cash flow; have all required business licenses; and cash reserves or credit lines equal to six (6) months of cash for business operations expenses, as detailed in Section IV. 3. Location within a Project Area. Businesses seeking to participate in the BAP must be located in or moving into one of the South Los Angeles Region's vl/12/11 Page 3

13 Project Areas, including Crenshaw Slauson, Exposition/University Park, Normandie 5, Western Slauson and Watts (see attached maps). Priority will be given to businesses within a Targeted Incentive Zone, at the discretion of the CRA/lA staff. 4. Construction/Rehabilitation. CRA/lA funding for the BAP must be associated with the construction or rehabilitation of the business's physical property. Construction/rehabilitation may consist of installation, modification or repair of either the interior or exterior of a property, including landscaping (and may include multiple suites for larger properties}. 5. Ongoing Concern. The BAP requires a business be in existence with active, positive operations for a minimum of three {3} years. Start-up businesses are not eligible to participate in the BAP; however, the BAP may assist a property owner with improvements designed to help attract or retain a start up business. 6. Project Impact. Priority given for expansion or location of a designated core sector business, promotion of quality urban design, enhance commercial activity and pedestrian activity, and/or meeting an underserved need. 7. Project Readiness. BAP participants must have a detailed scope of development, preliminary design features, and evidence of other funding in place. 8. Viability/Track Record. BAP participants must be an existing and operational business for a minimum of three (3) years of positive financial performance. 9. Proof of Insurance and Payment of Property Taxes (at time of application). B. Program Exclusions. The following types of businesses are not eligible to participate in the BAP, and include but are not limited to: age-restricted businesses; auto wrecking; auto salvage; and any illegal or unpermitted uses, at the sole discretion of the CRA/lA. vj/12/11 Page 4

14 The primary objectives of the BAP are to create economic revitalization through financing business construction for improvements, and job creation/retention of living Wage jobs. Unlike a traditional small business loan, the underwriting for this program is not focused on repayment of funds, but rather on ensuring that the funded business will be able to improve its physical business in order to increase productivity, sales and competitiveness (amongst other similar businesses and to attract tenants); will be able to support and sustain projected growth; and most importantly, to create and retain Living Wage jobs supported through the program. including: A. Underwriting Criteria. The BAP underwriting analysis has six main criteria, Business's existing operations and performance. e Business's ability to achieve and sustain job creation or retention goals. Business's ability to complete proposed construction/rehabilitation. Business's cash/equity contribution (if applicable) to the construction/rehabilitation. Business's ability to support additional debt. e Business's creditworthiness, including borrowing entity and all principals. B. BAP Loan Underwriting. The underwriting review and analysis for all BAP loans shall include a thorough review and analysis of the following information from the borrower's BAP Application Credit Package: Cover letter from Applicant discussing a!i of the following: " Description of business to be assisted, including type of business, number of employees, ownership structure of business, term of business operations, financial health of business, history of business, and description of current/future tenant(s), if any. 111 Specific request for CRA/LA financial assistance and how funding will be used. m m Amount of matching funds, if any, and how funding will be used. Summary of business financial operations. Complete Financial and Credit Package, including: 111 CRA/LA Credit Request Forms for Business Entity and all Principals/Partners/Owners 111 Year to Date Financial Statement for Business.. Three Prior Years of Audited Financial Statements (personal financial statements may be required for some businesses). If financial statements are not audited, the business shall also provide three years of business tax returns, all schedules (Form 1040 Schedule C for individuals, Form 1065 for partnerships, and Form 1120 Cor S for corporations). " Two Years of Financial Projections 1111 Written Explanation of Any Negative Credit, Declining Revenue or Adverse Business Issues v1/12/11 Page 5

15 111 Current Staff list including Position, Length of Employment for Each Employee, and Hourly Wage Project Budget, including Proposed Sources and Uses m Evidence of liquid assets sufficient to fund the matching funds requirement Business Plan that details the following: overview of business goals and objectives; ownership and management team; growth and operations over the past three years; project budget for CRA/LA BAP loan and any matching funds (including sources and uses); copy of lease agreement and/or site for expansion; summary of ongoing contracts or contracts anticipated or pending, including projected revenue from contracts and term; revised staff list including and designating all created or retained living Wage jobs; and schedule of debts (if not reflected in financial statements). If the business is also the property owner or in escrow to purchase, include a copy of grant deed and/or purchase and sale agreement. Business license. A copy of your valid Business License issued by the City of Los Angeles and proof of most recent payment. Tenant Business License(s). A copy of each tenant's valid Business License issued by the City of Los Angeles and proof of most recent payment, if applicable. Copy of lease agreement for existing property and/or for site expansion. If a commercial property owner, copies of all tenant leases. Liability Insurance Policy. A copy of the declaration page of liability insurance policies for the property. Include Agent's name and telephone number if not shown. Property Tax Bill. A copy of the most recent property tax bill, and proof of payment. Partnership Agreement. tf the property is owned by a partnership, a copy of the signed Partnership Agreement and amendments, if any, indicating that the signatory is authorized to act on behalf of the partnership. Certificate of Occupancy. A copy of the building's Certificate of Occupancy. Other Borrower/Property/Credit information, as requested by the CRA/LA. A. Maximum Funding Amount The BAP will offer up to $75,000 per Tenant, and up to $249,000 per Owner. Funding may be used for Eligible Uses (see above). Owner loans are in two categories: Owner Loan less than $100,000 {"<$100,000") Owner Loan equal to or greater than $100,000 {"=>$100,000") B. Determining Eligible Funding Amount vl/12/11 Page 6

16 CRA/LA's BAP funding is tied to job creation and retention. The CRA/LA BAP funding will be provided at the level of up to the greater of the Maximum Funding Amount (see above) or $35,000 per Living Wage job created or retained. Job creation/retention requirements are different for the Owner and Tenant BAP loan, as outlined below: Owner Loans <$100,000: goal to create/retain one Living Wage job per $35,000 in CRA/LA investment. Owner Loans ==>$100,000: requirement to create/retain one Living Wage job per $35,000 in CRA/lA investment. Tenant Loans: investment. goal to create/retain one Living Wage job per $35,000 in CRA/LA C. Definitions: living Wage Job, Job Creation, and Job Retention In order for a Living Wage job to generate the $35,000 funding, each job must meet the Living Wage job definition, and either Job Creation or Job Retention definition, as detailed below. Living Wage Job Definition. Any CRA/LA funding equal to or over $100,000 triggers the CRA/LA Living Wage Policy, which states that any entity receiving CRA/LA funds must pay all of its employees a Living Wage. The CRA/LA Living Wage Policy may be found at: e All jobs (created or retained, and existing jobs) at BAP participant's business must be paid at least the living Wage for a period of not less than two years. The Living Wage job(s) must be either a new full time equivalent job created because of the project funded as a direct result of the BAP funding. The job must pay equal to or above the current living Wage rate, as adjusted annually by the City of Los Angeles and/or the CRA/LA. For current living Wage rates, please go to: e If the job is not a standard 40-hour per week job, staff can determine eligibility of the job by annualizing the salary of the position and determining if it is equivalent to a full time job at the current living Wage. Living Wage Job Creation Definition. The BAP will utilize the CRA/LA standard definition for Job Creation (see attached). vl/12/11 Page 7

17 living Wage Job Retention Criteria. The BAP will utilize the CRA/LA standard definition for Job Creation (see attached}. Job Creation and Job Retention Compliance and Monitoring The CRA/lA shall require that all BAP participants submit annual CRA/LA Certificate of Compliance detailing job creation or retention compliance, along with evidence of employment by the position created or retained (employee payroll records, staff roster, insurance coverage information, or other evidence}. The CRA/LA Certificate of Compliance is due at the following increments, from the date of execution of the loan and Property Maintenance Agreement: six (6} months; eighteen (18) months; and thirty (30) months. In add it ion, the CRA/lA shall conduct an annual on-site inspection of the business, confirming existence of the created or retained living Wage jobs, all BAP improvements are well maintained, and compliance all requirements ofthe BAP loan documents. D. Targeted Industry Sectors The BAP may target (but not be limited to) core industry sectors of its Project Areas that who the greatest need for economic revitalization, potential for growth, creation of higher paying jobs, and are willing/able to improve existing manufacturing/industrial processes and incorporate sustainable practices. The CRA/lA has identified the following core sectors with the greatest need for economic revitalization: e Industrial Retail Financial Ill Medical Cultural/ Social Assistance Based on changing economic conditions and other factors, the CRA/LA reserves the right to modify or change the list of core sectors, at its sole discretion. E. Payment of Prevailing Wages on All Construction Work. South los Angeles Region BAP Administrative Guidelines vl/12/11 Page 8

18 All construction work funded in part of whole by BAP loan proceeds triggers the payment of Prevailing Wages on the entire construction job {not just the portion funded by the CRA/LA). Prevailing Wage compliance and use is detailed in the BAP Loan documents. Borrowers are reminded that: Borrowers must solicit a minimum oftwo (s) bids from bonded and licensed contractors that shall pay prevailing wages and comply with all CRA/LA Prevailing Wage reporting and compliance requirements and Local Hire Guidelines, if applicable. Owner shall submit contractor bids to CRA/LA for review. The Participant selects the contractor, which need not be the lowest bidder. Owner executes the contract and CRA/LA issues a "Notice to Proceed". Owners are strongly encouraged to register with a Work Source Center to recruit applicants for employment. Please contact the CRA/LA for a complete list of Work Source Centers. e Borrowers must work closely with CRA/LA Wage Compliance staff in obtaining the advertising for and awarding of construction bid(s}, wage compliance during the construction period, and all requirements of the CRA/LA Prevailing Wage Policy (which may be found at: and click on "Prevailing Wage Policy". BAP participants are encouraged to seek professional tax advice regarding potential tax consequences resulting from participation in this program. F. Funding Structure The BAP funding will be provided as follows: Construction and rehabilitation costs will be paid by reimbursement to participant upon receipt and approval of documentation of purchase or direct payment to vendor with all appropriate invoices. e Feasibility Assistance costs may be paid by an advance of up to 50% of the total cost of this category, upon execution of loan agreement and contract with consultant or other service provider. All BAP payment requests are to be processed as detailed in the CRA/lA BAP Draw Request (see attached). v1/12/11 Page 9

19 A. Program Fees There is a $175 loan set up fee required (estimated cost, subject to changel which may be paid from CRA/LA loan proceeds. B. loan Terms The following chart summarizes the general loan terms: Tenant loans Owner loans Maximum loan $75,000 Amount (up to) Interest Rate 0% $249,000 0% loan Term loan Repayment Matching Funds Advance of Funds Debt Forgiveness Security /Property lien loan Default 3-10 years, equal to remaining lease term. Not required, unless Tenant is in default of loan terms. None Up to 50% of feasibility assistance cost, if applicable. Loan shall be deemed repaid based on a rate equal to term of loan; not less than 33.33% per year. No property lien Borrower fails to comply with CRA/LA policies associated with the BAP, BAP Loan Documents*, or borrower relocates out of the City of Los Angeles. 10 years Not required, unless Owner is in default of loan terms. 100% matching funds on all loans =>$100,000 Up to 50% of feasibility assistance cost, if applicable. Loan shall be deemed repaid based on a rate of 10% per year. No property lien Borrower fails to comply with CRA/LA policies associated with the BAP, BAP Loan Documents*, or borrower relocates out of the City of Los Angeles. v1/12/11 Page 10

20 loan Compliance Submission of annual Submission of annual Certificates of Compliance Certificates of Compliance during first 30 months; and during first 30 months; and annual CRA/lA inspection. annual CRA/lA inspection. * BAP Loan Documents consist of one or more of the following: Construction Loan and Property Maintenance Agreement ("BAP Loan"), and Promissory Note. C. Default In the case of a default, the staff is encouraged to work with the participant to identify and solve any barriers to meeting the requirements of the agreement. If the default is not corrected within sixty (60} days, or any other such time specified in the BAP loan, the borrower will be required to begin repayment ofthe BAP loan, as detailed in the BAP Loan. If a participant receiving a BAP loan does not follow through with its general obligations under the BAP loan, the CRA/lA shall "Bar" that participant from future funding opportunities with the CRA/LA. D. Security/Collateral Requirements All BAP loans shall be evidenced by a Promissory Note. Tenant loans and Owner loans will be evidenced by an unsecured Promissory Note. If the Borrower has provided personal financial statements as a means to qualify for the BAPO, and/or if the owners of the participating business regularly guarantee the business' debts, the BAP loan shall be secured by a personal guaranty by the owner(s), along with a spousal consent, if applicable. E. Insurance Requirements 1. Borrower shall submit to the CRA/LA certificates verifying insurance coverage of Commercial General liability Insurance (Bodily Injury and Property Damage) in an amount of not less than $1,000,000 per occurrence with a $2,000,000 aggregate combined single limit. Such verification of coverage shall be provided prior to the commencement of work under this Agreement. The certificate must be followed within sixty (60) days by an endorsement to the insurance policy. Such policy shall require thirty (30) days notice to the CRA/LA in writing prior to cancellation, termination or expiration of vl/12/11 Page 11

21 any kind. All Commercial General liability insurance policies shall name the CRA/LA and the City of Los Angeles as additional insured. Additional Insurance Requirements: Loss Payee Endorsement. All Property Insurance policies for any loan that exceeds $75,000 or more for a single address please include a loss payee endorsement to the benefit of The Community Redevelopment Agency of the City of Los Angeles. 'Ill Additional Insured. All Commercial General Liability insurance policies shall name The Community Redevelopment Agency of the City of Los Angeles and the City of Los Angeles as additional insured. Workers Compensation Coverage. Required of all loans. If a Tenant or Owner does not have any employees, Tenant or Owner may submit a letter from them, on their letterhead, indicating so. Such letters should be sent to the following: CRA/LA Risk Management Department 1200 W. 7th Street, 5th Floor Los Angeles, CA RE: CRA/LA Loan# Attn: Diane Wren, Risk Manager 2. Borrower shall submit to the CRA/LA appropriate certificates of Property insurance in an amount not less than the full insurable value ofthe Premises with extended coverage against the perils of fire, lightning, vandalism, malicious mischief, riot and civil commotion, and such other perils ordinarily included in extended property coverage insurance policies. in the Project. A Builders Risk endorsement may apply if new construction is included loss Payee Endorsement. All Property Insurance policies for any loan that exceeds $75,000 or more for a single address must include a loss payee endorsement to the benefit of The Commu Redevelopment of the of los The following basic requirements apply to all BAP participants. Job creation that is funded with BAP must be achieved and maintained for a minimum of two years, and evidenced by the borrower submitting annual CRA/LA Certificate of Compliance to the South los Angeles Regional office (see attached}. Ongoing maintenance of property, and CRA/LA BAP funded improvements. Compliance with all CRA/LA and City of Los Angeles policies, as applicable, including but not limited to: Prevailing Wage vl/12/11 Page 12

22 Living Wage Equal Opportunity Requirements ~& Contractor Responsibility Program Equal Benefits Service Worker Retention Policy e Standard Terms and Conditions * Insurance Requirements This section is to highlight specific activities that are not eligible for funding under the program, or items that are specifically restricted in the program. The following types of businesses are not eligible to participate in the BAP, and include but are not limited to: age-restricted businesses; auto wrecking; auto salvage; and any illegal or unpermitted uses, at the sole discretion of the CRA/LA. BAP funding is not to promote "poaching" of businesses from one city to Los Angeles, but rather is targeted to businesses actively seeking expansion and relocation opportunities. This section is a brief overview of the intake, underwriting, closing and funding processes recommended for implementation of the BAP program. In this section, the participating business is referred to as the "Participant." A. Phase 1: Intake and Review The BAP intake process will be conducted by CRA/LA staff, and shall include a preliminary review and evaluation, Pitch Meeting with staff, transaction underwriting, dosing and loan funding. Due to the anticipated volume of BAP applications, staff shall evaluate prospective applicants and BAP loans using criteria that includes, but not limited to: BAP Applicant and Business Meet All Standard BAP Criteria (see above) Job Creation/Retention - number of jobs to be created or retained, wage levels, quality of job type Age of Business Economic Impact to Community/Community Benefits Business Relocation/Core Business Proposal Utilizes "Green" Practices Intake: v1/12/11 Page 13

23 1. Call the CRA/lA to Discuss BAP Request. Participant contacts the appropriate Project Manager to discuss a proposal for CRA/lA assistance {see contact list below). General Information: William Chun, Project Manager wchun@cra.lacity.org Crenshaw Slauson and Western Slauson Project Areas Ms. Margie Francia, Assistant Project Manager mfrancia@cra.lacity.org Exposition/University Park and Normandie 5 Project Areas Ms. Jennifer Barrera, Assistant Project Manager j barre ra@ era.i a city. o rg Watts Project Area Mr. Aaron Ledet, Assistant Project Manager aledet@cra.lacity.org 2. Submit Complete BAP Application and CRA/LA Underwriting Process. Submit complete application package to Project Manager (see Exhibit B or go [dick on BAP link] and click on "BAP Owner Application"). to Applications will be reviewed for completeness. Incomplete applications will be retained and a letter sent to the participant with a list of missing documents or information.! CRA/lA staff will complete underwriting and analysis, including: Applicant proposal; financial condition of business and principal(s); financial requirement in proposed request; insurance coverage review; proposed community benefits; and Owner compliance with all CRA/lA requirements.! CRA/lA staff will schedule an on-site visit to the Owner's business to fully understand the business operations, meet the staff and discuss the proposed construction/rehabilitation.!.. Draft documents prepared and internal and Owner approvals obtained. 3. Closing, Execution of Documents, Pre-Construction Process and Funding: v1/12/11 Page 14

24 : Upon obtaining all required approvals, Owner executes and loan documents and submits to CRA/LA for execution and recordation. : CRA/LA will close and fund BAP loan per the Loan Agreement, with any initial funding available within approximately 15 calendar days of CRA/LA loan dosing. : Participants and their contractor(s) must attend a pre-construction meeting to review State mandated Prevailing Wage requirements (for all construction, facades, and tenant improvements) with CRA/LA Wage Compliance staff. The Owner shall hire their own contractor(s); however, the contractor ls required to pay prevailing wages for all work funded by the loan. The Owner and contractor(s) are required to work with CRA/lA Wage Compliance Department staff during construction period. CRA/LA funding ls done on a reimbursable basis, with the exception of any advance of funds that was approved and detailed in the BAP loan Agreement. Owner submits reimbursement request to Project Manager, as outlined in the loan Agreement Review: BAP applicant submits a complete BAP Application package to staff. Applications will be reviewed for completeness. Incomplete applications will be retained and a letter sent to the participant with a list of missing documents or information. 8. Phase II: Underwriting The BAP application will be reviewed and underwritten by CRA/lA staff, using the CRA/LA staff will complete underwriting and analysis, including: Participant proposal; financial condition of business and principal{s); financial requirement (or gap) in proposed request; insurance coverage review; proposed community benefits; and Owner compliance with all CRA/LA requirements. Once BAP transaction has been successfully underwritten and all terms are agreed upon by the borrower, CRA/LA staff shall draft BAP Loan documents for borrower review and comment. C. Phase Ill: loan Closing Upon borrower concurrence of BAP Loan documents, CRA/LA shall prepare final BAP Loan documents for borrower to sign, after which CRA/LA shall execute all documents. Upon successful execution of all BAP loan documents, CRA/LA staff shall submit loan package to CRA/lA Asset Management for loan set up. Borrowers shall comply with all BAP Terms and Conditions: fll Compliance with all applicable CRA/LA policies (go to [click on BAP link] and click on "BAP Policies". vl/12/11 Page 15

25 ~~~ Owner retains and manages construction services (at Prevailing Wage rates as determined by the State of California) for all construction, rehabilitation, and tenant improvements, if applicable. {See Exhibit 8: How to Get a Licensed Contractor in Owner and Tenant Guides). Pay all necessary City construction permit fees and other approval fees associated with any construction project. Owner agrees to a 10-year Loan Agreement. This agreement requires Owners to maintain all CRA/LA invested improvements (partially or fully funded by the CRA/LAL or other area of CRA/LA investment, for the loan term. Evidence of property lease terms, if applicable. e Agree to sign a Promissory Note. Agree to remain in compliance and submit an Annual Certificate of Compliance. Agree to annual inspections of business, including all CRA/LA investments. m Agree to create/retain and maintain the job requirement(s). Provide Project Area/Community Benefits, as negotiated D. Phase IV: loan Funding Upon loan set up by Asset Management (approximately two weeks after file submission), the BAP loan shall be available for disbursement of funds. Any BAP loan advances shall be processed upon loan closing. CRA/LA staff shall notify borrower of the BAP loan's status of "closed and ready for funding". E. Construction Bids, Construction BAP borrowers and their contractor(s) must attend a pre-construction meeting to review State mandated Prevailing Wage requirements (for all construction, facades, and tenant improvements) with CRA/LA Wage Compliance staff. The borrower shall hire their own contractor(s); however, the contractor is required to pay prevailing wages for all work funded by the loan. The Owner and contractor(s) are required to work with CRA/lA Wage Compliance Department staff during the bid process and construction period. Completing the Improvements. For projects that require tenant or building improvements, and/or construction, Participant shah: Submit a detailed scope of work. Solicit three bids from bonded and licensed contractors that shall pay prevailing wages and comply with all CRA/LA Prevailing Wage reporting and compliance requirements and local Hire Guidelines, if applicable. Owner shall submit contractor bids to CRA/lA for review. The Participant selects the contractor, which need not be the lowest bidder, Owner executes the contract and CRA/LA issues a "Notice to Proceed". vl/12/11 Page 16