Preview
MARGO A. RAISON, COUNTY COUNSEL
By: Kyle W. Holmes, Deputy (SBN 288300)
Gustavo Maya, Deputy (SBN 330098)
Kern County Administrative Center
1115 Truxtun Avenue, Fourth Floor
Bakersfield, CA 93301
Telephone 661-868-3800
Fax 661-868-3805
Attorneys for County of Kern [Exempt from filing fees, Gov. Code, $6103]
SUPERIOR COURT OF CALIFORNIA
COUNTY OF KERN - METROPOLITAN DIVISION
10 Case No.: BCV-21-102067
)
)
Plaintiff, ) DECLARATION OF KATELYN ZENGER
12 ) AS CUSTODIAN OF RECORDS
vs. ) [EVIDENCE CODE SECTION 1561(a) j
13
William Edwards Jr., an individual; HTI
14 Brands, a California corporation )
15 )
)
Defendant.
16
)
17
1S Katelyn Zenger certifies and declares:
Iam over the age of eighteen years, and I am not a party to this action. I have
20 personal knowledge of each fact stated in this declaration, except those matters stated upon
21
information and belief, and would competently testify if called and sworn as a witness.
22
Iam employed as a Fiscal and Policy Analyst in the County Administrative Office at
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the County of Kern. I have held this position since February 29, 2020.
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25 3, I am the duly authorized custodian of records and have the authority to certify the
26 records and documents of the County Administrative Office at the County of Kern. As part of my
27 job duties, I receive, review, and approve loans through the Kern Small Business Relief Program
DECLARATION OF KATELYN ZENGER
I (KSBRP). I am familiar with how KSBRP records in the County Administrative Office are
maintained. As the Analyst for KSBRP, I have access to all loan documents submitted to the
3
County Administrative Office for a KSBRP loan.
4. I am familiar with the Complaint in the matter of County of Kern v. William Edwards
Jr., et al., BCV-21-102067, which alleges breach of contract on a KSBRP loan.
6
5. Ihave delivered true, legible, and durable copies of the KSBRP loan documents
upon which this case is founded.
yh
Executed this 7 day of July, 2022, in Bakersfield, California.
10
Declarant K elyn 2 n er
12 Fiscal and P licy A st
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DECLARATION OF KATELYN ZENGER
dnty of Ki rn Small Business Xellef Program ("KSB
Borrower Appacatlon Form
usiness Information
HTI Brands 84-4345974
rrower has a DBA Name (IF Appbcable) Industry Cade
e of Organization
Corporation 661-205-6116 william@htibrands. corn
Bu
4705 New Horizon Blvd ¹4 Bakersfield CA '3313
ro ram Eli ibili uestions of «owseeMo Iso~ non monad odl
~ Inotoodoow
Was the Appgcant In business prior to March I, 2020? QdYasQNo
Is the Applicaiit Independently awned and operated? OdY«QNo
Has the Appbcant been ffnanciaay impacted by covID-19 and will the Appbcant utilize loan pnxeeds te mitigate these Impacts7
QdYes+No
Has the Applkant averaged 50 or fewer concurrent employees from March 1, 2019 through March I, 2020? QdVesQ No
calendar year 2019?
Was the Appgcant's annualized gross revenue 55,000,000 or less
In QdYes+No
and having a sheet address within Kem County
6. ilas the Appbcant had a Axed office or distribution point located in For at least the
pa st six (6) months?
Does the Applkant hdd any required professional bcenses required by the state or any required business gcense Issued bv Kem
unty or a dty within the county?
/ Yes No
employ at least one (I) full-arne sr two (2) part-ttme employees w hase primary residence is located within Kem
S. Do es the Appa cant
Yes+ No
Coo nty, or If the business has no employees, is at least fifty percent (50%) owned by one (1) or more persons whose primary
+r
real dence Is located within Kem County'l
If Apphcant is a retag business, wal the APPgcant credit ag sales tax generated pursuant to the KSBAP award amount to its business
ation In Kent County? Qd y Q
uestions iir dm «od Ydd; Idt ~ II «coom«rid
rv ovoiiioo odv im «d o Ide dmiis Iorddco iidm on rodin«taro«dial idowsiwl « odd«did« di
0. Is the Appbcant (IF an individual) or any Individual owning 20% or more of the equity of the Applkant sub)act to an Indictment,
carcerated, or on probation or parole7
Q
'minal Investigation, arraignment, or ether means by which formal cnmfnal charges are brought in any)urlsdicbon, or presendy
YesOYNo
1. within the last 5 years, for any felony, has tile Apphcant (4 an Indlviduae or any individual owning 20% or more af the equity of
Oli any farm of parole or probation (Including probabon befare ludgement)7
O
e Appscant 1) been convkted; 2) pleaded gu Sty: 3) pleaded nolo contendere; 4) been placed on pretrial diversion; or 5) been placed
vasOFno
Is the Applicant, or any individual owning 20'0 or more of the equity of the Appgcant, presently suspended, debarred, proposed
.
~ Yes'o
r debarment, dedared Ineligible, voluntargy exdudad fram participation ln this transaction by any government agency7
Is the Applicant, or any Indi«dual owning 20% or more of the equity of the Applicant, an owner of any other business, or have
Ves 7 Ko
mon management with, any other business?
Is the Applicant a franchisee? Ovm+dno
.Is the Applicant, or any indlvfdual owning 200 or more of the equity of the owner of the Applicant, a redplent of the federal
d
Yas No
a aid for allowable purposes of this loan under KBBnp?
check protection program or any governmental
oan Amount Calculation
Average Monthly Payroll Costa Average Monthly Exdusiona
Compensation of an Individual employee(s) In excess rv
18,655.24
Salary, Wage, commission or Similar Compensation cd
of an annual salary of 9100,000:
Net Profit (2019 IRS 1040 Schedule C Une 31)
o Sole Prep. and Independent Contractors only
a ment for vacation, parental, Family, Medical or skk
Leave, and/or Allowance for Dismissal or Separaboni
Payments of Cash Tip or Equlvalenti
payment for the provision of Group Health Care
benefits, Induding insurance premiums:
Payment of any retirement benefit:
Payment of state or local tax assessed on the
mmpensation of employees:
ve ege Monthly Payroll Costs: 1 f),OOO. 2d) Average Monthly Exduslons 0
Eligible Avg, Monthly Payroll:
18 655 24
Avg. Monthly Payroll x 4 74 620 96 Maxlmumtoanhmount 74,620.96
eca menddoon. uenv n A rival APPAOVZD utnicu
e nature
resentatlve's Si Sl nature
nt arne nle icee asso/VP- Alan Chnstensen
CAO Mana er
e: 07/I 0/202 ate /20
eco mended Loan Amount: $ 74 620 96 Approved Loan Amount: $ 74 620 96
Page 1 of 3
unty ef Kem small Business Renef program
( Ksei
Borrower Appscatlon Form
Loan information
purpose ofthe Loan (select an that apply) QX
v
Payros
Workln Ca Ital
Utihties 0 Lease/Mortgage
Interest
Number of Employees
A liCant OWnershl nen\hlpl
ip o iesthemousvtselnform tlonforsnionewithatlesstzoom thsao m I 9 uty)
Nairle litle Role Ownership 'ATIN Address
win! Eo BIB 98.1 650 I7os utwhm M. Bvmmhu. cA m313
Ctgstomer information fco sito Sscuo I elhi Iwhou Ylh Io S,comnxi Iim f tn Io )
7 U.s. Citizen Non-U.S. Gbzen Dual Cmzenship
Legal Name wsliem Edwards fg Gov't/Tax ID
Sfs.sfsleso ID Type CADL
D.O.B. Osxf6.1997 aty or sirtn
fhmmmo State Of Bath
Cmfcom
Driver's Ucense Number F7175439 Issue Date 05 29.2019 Expirauon Date SIMxsms
phone Number 551.330.2311 Email Address
m1liam@habrsnusmm
ZIP code
4705 New Horizon ¹4, Bakersfield, CA93313 Bakersfield CA g33q3
Maigng Address BISSNew Hwhonss Bsterslhm
GA 93313 City Bahemaslu ZIP Code93313
OccuPatiohBussiass Gorier EmPloyer Mn Brands Title OO emeons
3 oh
Select one: QU.S. amen Non-U.S. Gbzen Dual Citizenship
Legal Name Gov't/Tax ID ID Type
D.O.B. Gty of Birth State of Birth
Driver'5 License Number Issue Date Expiration Dale
Phone Number Email Addmss
Physical Addre53 smte ZP code
Malhng Address City State ZIP mde
Occupation Employer. 3ob Title
Select orle: U.S. Citizen Non-U.S. Citizen Dual Citizenship
Legal Name Gov't/Tax ID ID Type
D.O.B. Gty of Birth State of Birth
Driver's Ucense Number Issue Date Expiration Date
Phone Number Email Address
Physical Address Gty ZIP mde
Mailing Address stem Zirmde
OCCunahOnBwsness Owner Employer 3ob Title
Select one: U.s. Czlzen Non-u.s. Otizen Dual Citizenship
legal Name Gov t/Tax ID ID Type
D.O.B. Gty of Birth Slate of Birth
Driver's Ucense Number Issue Date Expiration Date
Phone Number Ematl Address
PhYslcal Address State Zip mde
Maelng Address Zip code
Occupation Business Owner Employer lob Title
Select one:
Legal Name
+ U.s. Citizen Non-U.S. Gdzen
Cmv'Uyax ID
Dual Otizenship
ID Type
D.O.B. City ef Bfith State of Birth
Driver's Ucense Number Imue Date Expiration Date
Phoria Number Email Address
Physical Address ZIP code
Manlng Address City smte ZIP cade
OCCunatlan 5 toom nrwwr Employer 3ob Title
Page 2 of 3
unty of Kern Small Business Relief Program ("KSSi
Bormwer Application Form
CERTIFICATIONS AND AUTHORIZATIONS
BY SIGNING BELOW, YOU MAKE THE FOLLOWING REPRESENTATIONS, AUTHORIZATIONS, AND CERTIFICATIONSD
CERTIFICATIONS AND AUTHORIZATIONS
Icertrfy Ihsk
~ The Applicant is eligible to reoslve e hen under the rules in effect st the time this appfcalion Is submitled that have bean lssu«d by me
ccllomm security
countyor KefA IlnplsAlcAllrlg tile snl81 Buslnesc Relief pnlgrern urtdel'the coumys comnsvbm Ald, RIBef tllld
(DAREs) Act Relef Fund MSal Uigzalkm pwn md 8ppraved by Ihe soenf al suprvisors on May 10, 2020
~ Aa county or Kmn loan proceeds wg be used only for business-rehted purposes ss spedlied In Ihs lom applkatlon snd consistent vmh
Ihe Ccuniys Smea Buslflsss Rekal PMBMll flllss 8Ad gutdaltlles.
~ I ma cmnply whenever applcabku vnth the cnrll rights wld aamr gmastmns speaAed in the attached program Guxlegnes (referenced
behw).
~ The Appacsrrt is not engaged kt eny adivity Ihal Is Bagel under federal, aisle or local law.
ormaticn about me from cnminal brsace sgenc'ms for the
For Appgcanls who are indlvlduah: I aulhonza lha courrly of Kem to request Aimirlal reaxd
purpose of determining my ellglbalty for the Smaa Business Regal Progrwn.
~e
Tha authorized of Ihe Applkanl must cwtgy In g cod lellh lo ea ol the bskm by inillalng nad to each one:
salaries and payras taxes as rapmtsd;
The Applicsnt wss h operation on March I, 2020 end hed employees for whom
Il pant
or operelad 8$ 8 sole propflclof WBI ho cAlplwrcse.
current dlnnd Impacts ol coulo-19 makes Ibis hsn request necessary to support the ongoing operations OI the Applcanl.
vI/
y
The funds mll be used to retsw workers snd maintnh peyrolt or maim mcrtgage Interest paymenls, lease payments, utilty
paymenta, wld working capital as sperAled under the Small Buslnem Relef pmgrnm ruks end guidelines. I understand that f
the lunds are knowingly used for mmuthorlzed pmposes, the Counly ol Kem may hold me legally liable, such ss for charges of
( fraud.
/y
emphyees on the
will provide lo Iha barr processor documentatlan verifying the number of fubcrne equ aslant
The Applicant
Applmanf 8 payrob as well as the domr wnaunts of payroa costs, cavmed mortgage Mterest paymenta covered rant paymenm,
wld covered uligies for me sixlewwmtsk pefiod logowblg tias loan.
/ /'earn,
Iundend end Ihal loan forgiveness wgl be provided far the sum ol documented papolt costs, covmea mortgage Mterest
covered rani payments, end covered utgaes. and not mtre Ihm Sass sflhs forgiven amount may ha far non-
psymil costs.
/I
/,
.~ 2020 and ending on December 20, 2020, me Appl mml hes not end mf not receive
Dunng the period beginning on March I
mother hen under the Ccunty of Ksm Snudl Bus mess Re ha Program.
The Appgcant has nol and will nol receive 8 tosn through the federal paycheck pratsmlon program, or my other govenvnentaf
sid, to ba sppgmi against Ihe sama axpendNures funded through ale caunly of Kem smaa Buwness Relwf progrwn.
onnelion provided In al suppohlng documents and
further cenirf that the Iniorrnagon provided m this applcelion end the i
//
I
forms ts true and accurate In all material respects. I understartd thai knowingly making slabs statcmara to obtain a loan fram
the Caunly of Kem ls punishsbte under the law.
Iackncvmdgs Ihat lha lowl processer wig recommend tha eligible loan amount uslrlg required documents submued. I
understand, ecknowhdge and agree Ihsl the loan processor csn share any mtarmabon thai I have pnwldsd with Kenl
county's «aharlzed representatives.
I understand il ia recanvnanded, within I 0 weeks cl Iha dele of the lorn, I receive business consu ging from an SBA Technical
Asslslmm Resource penner such as csU Baksrsaeld smal Business Development cmpcralion which oifem Ibis service at
/! no cost.
i Q further certify thai the Appicant is independently awned snd openaed snd nol a franchise or sobs dieiy at snolher entity.
I
Ihave rand and undamlend the Kem Small Bus bess Relief Program (KSBRP) Progrrm Guldelnss ( Program Guide tines )
which sra klcorporatsd aa pert at this eppilcagcn form end agsched hecto ss Exhibit A. Furlhwmora. I understand lhasa
Program Guidelines provide speclllc Informagon pertaining to tha completion cl this applcstion erd tha answers provided in
this applhation cmfarm to the Progrmn Guidelines„.
+101(ebflrr or Aumonzrm Reprssentatnre at Appgcsm Date
ac)
Print Name
f/~/( F. " )
Page 3 cf 3
County of Kern
Kern Small Business Relief Program
NoTE
County Loan Number
Bank Reference Number KsBRP-127
Bomwer's Tax ID ¹ (Elhi/SSN) 84-4345974
Loan Date 07/1 5/2020
Loan Amount 74,620.96
Interest Rate 1.00%
Borrower HTI Brands
4705 New Horizon Blvd ¹4 Bakersfield, CA 93313
(Name/Address!City/ST/ZIP)
Servicing Bank Valley Republic Bank
PROMISE TO PAY:
HTI
Ih
Brands
',Ih pI Ip( I
(" Borrower"
I-"""""
)
' '" ''$
promises to pay to the County of Kern (" Lender" ),
~7462D9 ~,Ig
money of the United States
in lawful
II«(lh(I I
principal balance and atl other amounts required by this Note from the loan date, until paid in full.
Ih 9 Id
2. DEFINITIONS:
"Loan" means the loan evidenced by this Promissory Note.
"Loan Documents" means the documents related to this Loan signed or provided by Borrower.
"Servicing Bank" means the financial institution that accepted the Application..
3. PAYMENT TERMS:
Borrower must make atl payments at the place Lender designates. This place may change from time to time at the sole discretion of
the Lender and upon written notification to the Borrower to the Borrower's address above.
The payment terms for this Note are:
A. days from the Loan Date ('aturity Date" ).
The term of this Loan shall be one-hundred eighty-two (182)
B. All principal and interest payments on the loan will be deferred until it is either forgiven or due and payable pursuant to these
terms.
C. Interest will accrue from the date of Loan, including during the deferral period, for any portion of the Loan that has not been
forgiven as described in Section 10.
(i)The interest rate is one percent (1.00%) per annum.
Interest on the loan is computed on a 366/366 simple interest basis; that is, by applying the ratio of the interest rate over the
(ii)
number of days in the year (366 in leap years), multiplied by the outstanding principal balance, multiplied by the actual number of
All interest payable under this note is computed using this method.
days the principal balance is outstanding.
D. The entire outstanding principal balance (i.e., any portion of the Loan that has not been forgiven as described in Section 10) and
The payment amount will be calculated no later than five (5)
atl accrued but unpaid interest due and payable on the Maturity Date.
days prior to the required payment and communicated to the Borrower at the address above. Lender will apply each payment first
to pay interest accrued to the day Lender received the payment and will apply any remaining balance to reduce principal.
E. Borrower may repay all or a portion of this Loan at any time without penalty.
There are no prepayment penalties for the Loan.
F. The proceeds of the Loan shall be used for the following purposes only:
(i) A minimum of 34% of the loan amount shall be used to cover payroll and payroll related costs (group health care benefits,
retirement benefits, payroll taxes).
Kem Smail Business Relief Program Page1of4 Rev. May 2020
Promissory Note
(a) Loan proceeds may be used to pay employees a premium wage as an incentive for rehiring and retaining employees
so long as the premium hourly wage does not exceed 15% of that employee's hourly wage immediately prior to May 15,
2020.
(b) Loan proceeds may not be used to pay sole proprietors more per week than their average weekly net Schedule C
profit for calendar year 201 9.
(ii)No more than 33% of the loan amount shall be used for general working capital.
No more than 33% of the loan amount shall be used for rent, utilities and mortgage interest payments (but not mortgage
(iii)
prepayments or principal payments).
4. DEFAULT:
Borrower is in default under this Note if Borrower does not make a payment when due under this Note, or if Borrower:
A. other Loan Documents;
Fails to do anything required by this Note and
B. Does not disclose, or anyone acting on their behalf does not disclose, any material fact to Lender;
C. Makes, or anyone acting on their behalf makes, a materially false or misleading representation to Lender.;
D. Becomes the subject of a proceeding under any bankruptcy or insolvency law;
E. Has a receiver or liquidator appointed for any part of their business or property;
F. Makes an assignment for the benefit of creditors;
G. Has any adverse change in financial condition or business operation that Lender believes may materiatly affect Borrower's ability
to pay this Note;
H. Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without Lender's prior written consent;
or
I. Becomes the subject of a civil or criminal action that Lender believes may materially affect Borrower's ability to pay this Note.
LENDER'S RIGHTS IF THERE IS A DEFAULT:
Without notice or demand and without giving up any of its rights, Lender may:
A. Require immediatepayment of all amounts owing under this Note:
B. amounts owing from any Borrower; or
Collect all
C. File suit and obtain judgment.
6. LENDER'S GENERAL POWERS:
Without notice and without Borrower's consent, Lender may:
A. Incurexpenses to collect amounts due under this Note or enforce the terms of this Note or any other Loan Document, including
reasonable attorneys'ees and costs.
If Lender incurs such expenses, it may demand immediate payment from Borrower or add
the expenses to the principal balance; and
B. Release anyone obligated to pay this Note.
7. APPLICABLE LAW:
Lender may use
This Note will be interpreted and enforced under the laws of the State of California and the United States of America.
state or local procedures for filing papers, recording documents, giving notice, and other purposes.
8. SUCCESSORS AND ASSiGNS:
Under this Note, Borrower includes its successors, and Lender includes its successors and assigns.
9. GENERAL PROVISIONS:
A. and entities signing this Note are jointly and severally liable.
AII individuals
B. defenses.
Borrower waives all suretyship
C. Borrower must sign all documents necessary at any time to comply with the Loan Documents.
D. Lender may exercise any of its rights separately or together, as many times and in any order it chooses.
Lender may delay or
forgo enforcing any of its rights without giving up any of them.
E. Borrower may not use an oral statement of Lender to contradict or alter the written terms of this Note.
F. effect
If any part of this Note is unenforceable, all other parts remain in
G. To the extent allowed by Iaw, Borrower waives all demands and notices in connection with this Note, including presentment,
demand, protest, and notice of dishonor.
H. Although not required, it is recommended that Borrower, within 18 weeks of the date of the loan, receive business consulting from
an SBA Technical Assistance Resource Partner such as the CSU Bakersfield Small Business Development Corporation which
offers this service at no cost.
Kem Small Business Relief Program Page 2 of 4 Rev. May 2020
Promissory Note
10. LOAN FORGIVENESS:
The following provisions shall apply to the Loan:
A. The amount of loan forgiveness is determined by and is subject to the sole approval of the Lender
B. Loan proceeds spent within sixteen (16) weeks from the date of execution of this Promissory Note, but no later than December 30,
2020, for the allowable uses, along with all accrued interest on those proceeds, will be forgiven upon receipt of acceptable
documentation of compliance with these forgiveness requirements.
C. The amount of forgiveness cannot exceed the principal balance of the Loan plus accrued interest.
D. To receive loan forgiveness, Borrower must apply for Debt Forgiveness through the Servicing Bank.
The Borrower must submit to
the Servicing Bank documents verifying the number of full-time employees and the pay rates for the period described, including
payroll tax filings to the IRS and State, income, payroll, and unemployment insurance filings, cancelled checks, payment receipts,
transcript of accounts, or other documents verifying payments on covered mortgage loan obligations, lease obligations and utility
payments, plus any other documentation the Servicing Bank or Lender deems necessary.
E. Documentation of compliance with forgives requirements is due from the borrower within 18 weeks of loan issuance.
F. Loan amounts not forgiven will become due and payable in full no later than one-hundred eighty-two (182) days from the loan date
witha 1.0% interest rate from the date of loan issuance for that portion of the loan not forgiven.
G. Loan amounts forgiven and/or interest paid or forgiven may either be taxable, nondeductible, or otherwise affect the Borrower's
Borrower is responsible for any additional taxes that may be incurred.
tax situation.
H. There will be no loan forgiveness without Borrower's submission of the proper application and documentation to
Lender.
11. NON-RECOURSE:
Unless their signature appears on this Promissory Note, Lender shall have no recourse against any individual shareholder, member or
partner of Borrower for non-payment of the loan, except to the extent that such shareholder, member or partner uses the proceeds for
an unauthorized purpose.
12. BORROWER'S OISBURSEMENT PREFERENCE:
0 Wire Transfer 0 Check II Cashier's Check
If a wire transfer to another financial institution is requested is requested, please indicate account information:
Name of Bank
Routing number Account number
Please provide your account
Customers/Members of the Servicing Bank may choose to have funds disbursed by direct deposit.
number:
13. ELECTRONIC SIGNATURES.
Inaccordance with the Uniform Electronic Transactions Act, as enacted in the State of California ("UETA"), the Electronic Signatures
or both, Borrower's electronic signature shall have the same force and effect as an
in Global and National Commerce Act ("E-SIGN" ),
or "in writing" or an "electronic record," (ii) to have been signed and, (iii) to
"written"
original signature and shall be deemed (i) to be
constitute a record established and maintained in the ordinary course of business and an original written record when printed from
Such
electronic fdes. paper copies or "printouts," as
if introduced evidence in mediation
arbitral,
any judicial, or administrative
proceeding, will be admissible as between the parties to the same extent and under the same conditions as other original business
records created and maintained in documentary form.
Kem Small Business Relief Program Page3of4 Rev. May 2020
Promissory Note
14. BORROWER'S NAME(S) AND SlGNATURE(S):
By signing below, each individual or entity becomes obligated under this Note as Borrower.
Borrower. HTI Brands
7/15/2020
By X By X
its William EarlEdwards Jr., CEO/President/CFO Its
By X By X
Its Its
Kem Smail Business Refief Program Page 4 of 4 Rev. May 2020
Promissory Note
Preview
MARGO A. RAISON, COUNTY COUNSEL By: Kyle W. Holmes, Deputy (SBN 288300) Gustavo Maya, Deputy (SBN 330098) Kern County Administrative Center 1115 Truxtun Avenue, Fourth Floor Bakersfield, CA 93301 Telephone 661-868-3800 Fax 661-868-3805 Attorneys for County of Kern [Exempt from filing fees, Gov. Code, $6103] SUPERIOR COURT OF CALIFORNIA COUNTY OF KERN - METROPOLITAN DIVISION 10 Case No.: BCV-21-102067 ) ) Plaintiff, ) DECLARATION OF KATELYN ZENGER 12 ) AS CUSTODIAN OF RECORDS vs. ) [EVIDENCE CODE SECTION 1561(a) j 13 William Edwards Jr., an individual; HTI 14 Brands, a California corporation ) 15 ) ) Defendant. 16 ) 17 1S Katelyn Zenger certifies and declares: Iam over the age of eighteen years, and I am not a party to this action. I have 20 personal knowledge of each fact stated in this declaration, except those matters stated upon 21 information and belief, and would competently testify if called and sworn as a witness. 22 Iam employed as a Fiscal and Policy Analyst in the County Administrative Office at 23 the County of Kern. I have held this position since February 29, 2020. 24 25 3, I am the duly authorized custodian of records and have the authority to certify the 26 records and documents of the County Administrative Office at the County of Kern. As part of my 27 job duties, I receive, review, and approve loans through the Kern Small Business Relief Program DECLARATION OF KATELYN ZENGER I (KSBRP). I am familiar with how KSBRP records in the County Administrative Office are maintained. As the Analyst for KSBRP, I have access to all loan documents submitted to the 3 County Administrative Office for a KSBRP loan. 4. I am familiar with the Complaint in the matter of County of Kern v. William Edwards Jr., et al., BCV-21-102067, which alleges breach of contract on a KSBRP loan. 6 5. Ihave delivered true, legible, and durable copies of the KSBRP loan documents upon which this case is founded. yh Executed this 7 day of July, 2022, in Bakersfield, California. 10 Declarant K elyn 2 n er 12 Fiscal and P licy A st 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 DECLARATION OF KATELYN ZENGER dnty of Ki rn Small Business Xellef Program ("KSB Borrower Appacatlon Form usiness Information HTI Brands 84-4345974 rrower has a DBA Name (IF Appbcable) Industry Cade e of Organization Corporation 661-205-6116 william@htibrands. corn Bu 4705 New Horizon Blvd ¹4 Bakersfield CA '3313 ro ram Eli ibili uestions of «owseeMo Iso~ non monad odl ~ Inotoodoow Was the Appgcant In business prior to March I, 2020? QdYasQNo Is the Applicaiit Independently awned and operated? OdY«QNo Has the Appbcant been ffnanciaay impacted by covID-19 and will the Appbcant utilize loan pnxeeds te mitigate these Impacts7 QdYes+No Has the Applkant averaged 50 or fewer concurrent employees from March 1, 2019 through March I, 2020? QdVesQ No calendar year 2019? Was the Appgcant's annualized gross revenue 55,000,000 or less In QdYes+No and having a sheet address within Kem County 6. ilas the Appbcant had a Axed office or distribution point located in For at least the pa st six (6) months? Does the Applkant hdd any required professional bcenses required by the state or any required business gcense Issued bv Kem unty or a dty within the county? / Yes No employ at least one (I) full-arne sr two (2) part-ttme employees w hase primary residence is located within Kem S. Do es the Appa cant Yes+ No Coo nty, or If the business has no employees, is at least fifty percent (50%) owned by one (1) or more persons whose primary +r real dence Is located within Kem County'l If Apphcant is a retag business, wal the APPgcant credit ag sales tax generated pursuant to the KSBAP award amount to its business ation In Kent County? Qd y Q uestions iir dm «od Ydd; Idt ~ II «coom«rid rv ovoiiioo odv im «d o Ide dmiis Iorddco iidm on rodin«taro«dial idowsiwl « odd«did« di 0. Is the Appbcant (IF an individual) or any Individual owning 20% or more of the equity of the Applkant sub)act to an Indictment, carcerated, or on probation or parole7 Q 'minal Investigation, arraignment, or ether means by which formal cnmfnal charges are brought in any)urlsdicbon, or presendy YesOYNo 1. within the last 5 years, for any felony, has tile Apphcant (4 an Indlviduae or any individual owning 20% or more af the equity of Oli any farm of parole or probation (Including probabon befare ludgement)7 O e Appscant 1) been convkted; 2) pleaded gu Sty: 3) pleaded nolo contendere; 4) been placed on pretrial diversion; or 5) been placed vasOFno Is the Applicant, or any individual owning 20'0 or more of the equity of the Appgcant, presently suspended, debarred, proposed . ~ Yes'o r debarment, dedared Ineligible, voluntargy exdudad fram participation ln this transaction by any government agency7 Is the Applicant, or any Indi«dual owning 20% or more of the equity of the Applicant, an owner of any other business, or have Ves 7 Ko mon management with, any other business? Is the Applicant a franchisee? Ovm+dno .Is the Applicant, or any indlvfdual owning 200 or more of the equity of the owner of the Applicant, a redplent of the federal d Yas No a aid for allowable purposes of this loan under KBBnp? check protection program or any governmental oan Amount Calculation Average Monthly Payroll Costa Average Monthly Exdusiona Compensation of an Individual employee(s) In excess rv 18,655.24 Salary, Wage, commission or Similar Compensation cd of an annual salary of 9100,000: Net Profit (2019 IRS 1040 Schedule C Une 31) o Sole Prep. and Independent Contractors only a ment for vacation, parental, Family, Medical or skk Leave, and/or Allowance for Dismissal or Separaboni Payments of Cash Tip or Equlvalenti payment for the provision of Group Health Care benefits, Induding insurance premiums: Payment of any retirement benefit: Payment of state or local tax assessed on the mmpensation of employees: ve ege Monthly Payroll Costs: 1 f),OOO. 2d) Average Monthly Exduslons 0 Eligible Avg, Monthly Payroll: 18 655 24 Avg. Monthly Payroll x 4 74 620 96 Maxlmumtoanhmount 74,620.96 eca menddoon. uenv n A rival APPAOVZD utnicu e nature resentatlve's Si Sl nature nt arne nle icee asso/VP- Alan Chnstensen CAO Mana er e: 07/I 0/202 ate /20 eco mended Loan Amount: $ 74 620 96 Approved Loan Amount: $ 74 620 96 Page 1 of 3 unty ef Kem small Business Renef program ( Ksei Borrower Appscatlon Form Loan information purpose ofthe Loan (select an that apply) QX v Payros Workln Ca Ital Utihties 0 Lease/Mortgage Interest Number of Employees A liCant OWnershl nen\hlpl ip o iesthemousvtselnform tlonforsnionewithatlesstzoom thsao m I 9 uty) Nairle litle Role Ownership 'ATIN Address win! Eo BIB 98.1 650 I7os utwhm M. Bvmmhu. cA m313 Ctgstomer information fco sito Sscuo I elhi Iwhou Ylh Io S,comnxi Iim f tn Io ) 7 U.s. Citizen Non-U.S. Gbzen Dual Cmzenship Legal Name wsliem Edwards fg Gov't/Tax ID Sfs.sfsleso ID Type CADL D.O.B. Osxf6.1997 aty or sirtn fhmmmo State Of Bath Cmfcom Driver's Ucense Number F7175439 Issue Date 05 29.2019 Expirauon Date SIMxsms phone Number 551.330.2311 Email Address m1liam@habrsnusmm ZIP code 4705 New Horizon ¹4, Bakersfield, CA93313 Bakersfield CA g33q3 Maigng Address BISSNew Hwhonss Bsterslhm GA 93313 City Bahemaslu ZIP Code93313 OccuPatiohBussiass Gorier EmPloyer Mn Brands Title OO emeons 3 oh Select one: QU.S. amen Non-U.S. Gbzen Dual Citizenship Legal Name Gov't/Tax ID ID Type D.O.B. Gty of Birth State of Birth Driver'5 License Number Issue Date Expiration Dale Phone Number Email Addmss Physical Addre53 smte ZP code Malhng Address City State ZIP mde Occupation Employer. 3ob Title Select orle: U.S. Citizen Non-U.S. Citizen Dual Citizenship Legal Name Gov't/Tax ID ID Type D.O.B. Gty of Birth State of Birth Driver's Ucense Number Issue Date Expiration Date Phone Number Email Address Physical Address Gty ZIP mde Mailing Address stem Zirmde OCCunahOnBwsness Owner Employer 3ob Title Select one: U.s. Czlzen Non-u.s. Otizen Dual Citizenship legal Name Gov t/Tax ID ID Type D.O.B. Gty of Birth Slate of Birth Driver's Ucense Number Issue Date Expiration Date Phone Number Ematl Address PhYslcal Address State Zip mde Maelng Address Zip code Occupation Business Owner Employer lob Title Select one: Legal Name + U.s. Citizen Non-U.S. Gdzen Cmv'Uyax ID Dual Otizenship ID Type D.O.B. City ef Bfith State of Birth Driver's Ucense Number Imue Date Expiration Date Phoria Number Email Address Physical Address ZIP code Manlng Address City smte ZIP cade OCCunatlan 5 toom nrwwr Employer 3ob Title Page 2 of 3 unty of Kern Small Business Relief Program ("KSSi Bormwer Application Form CERTIFICATIONS AND AUTHORIZATIONS BY SIGNING BELOW, YOU MAKE THE FOLLOWING REPRESENTATIONS, AUTHORIZATIONS, AND CERTIFICATIONSD CERTIFICATIONS AND AUTHORIZATIONS Icertrfy Ihsk ~ The Applicant is eligible to reoslve e hen under the rules in effect st the time this appfcalion Is submitled that have bean lssu«d by me ccllomm security countyor KefA IlnplsAlcAllrlg tile snl81 Buslnesc Relief pnlgrern urtdel'the coumys comnsvbm Ald, RIBef tllld (DAREs) Act Relef Fund MSal Uigzalkm pwn md 8ppraved by Ihe soenf al suprvisors on May 10, 2020 ~ Aa county or Kmn loan proceeds wg be used only for business-rehted purposes ss spedlied In Ihs lom applkatlon snd consistent vmh Ihe Ccuniys Smea Buslflsss Rekal PMBMll flllss 8Ad gutdaltlles. ~ I ma cmnply whenever applcabku vnth the cnrll rights wld aamr gmastmns speaAed in the attached program Guxlegnes (referenced behw). ~ The Appacsrrt is not engaged kt eny adivity Ihal Is Bagel under federal, aisle or local law. ormaticn about me from cnminal brsace sgenc'ms for the For Appgcanls who are indlvlduah: I aulhonza lha courrly of Kem to request Aimirlal reaxd purpose of determining my ellglbalty for the Smaa Business Regal Progrwn. ~e Tha authorized of Ihe Applkanl must cwtgy In g cod lellh lo ea ol the bskm by inillalng nad to each one: salaries and payras taxes as rapmtsd; The Applicsnt wss h operation on March I, 2020 end hed employees for whom Il pant or operelad 8$ 8 sole propflclof WBI ho cAlplwrcse. current dlnnd Impacts ol coulo-19 makes Ibis hsn request necessary to support the ongoing operations OI the Applcanl. vI/ y The funds mll be used to retsw workers snd maintnh peyrolt or maim mcrtgage Interest paymenls, lease payments, utilty paymenta, wld working capital as sperAled under the Small Buslnem Relef pmgrnm ruks end guidelines. I understand that f the lunds are knowingly used for mmuthorlzed pmposes, the Counly ol Kem may hold me legally liable, such ss for charges of ( fraud. /y emphyees on the will provide lo Iha barr processor documentatlan verifying the number of fubcrne equ aslant The Applicant Applmanf 8 payrob as well as the domr wnaunts of payroa costs, cavmed mortgage Mterest paymenta covered rant paymenm, wld covered uligies for me sixlewwmtsk pefiod logowblg tias loan. / /'earn, Iundend end Ihal loan forgiveness wgl be provided far the sum ol documented papolt costs, covmea mortgage Mterest covered rani payments, end covered utgaes. and not mtre Ihm Sass sflhs forgiven amount may ha far non- psymil costs. /I /, .~ 2020 and ending on December 20, 2020, me Appl mml hes not end mf not receive Dunng the period beginning on March I mother hen under the Ccunty of Ksm Snudl Bus mess Re ha Program. The Appgcant has nol and will nol receive 8 tosn through the federal paycheck pratsmlon program, or my other govenvnentaf sid, to ba sppgmi against Ihe sama axpendNures funded through ale caunly of Kem smaa Buwness Relwf progrwn. onnelion provided In al suppohlng documents and further cenirf that the Iniorrnagon provided m this applcelion end the i // I forms ts true and accurate In all material respects. I understartd thai knowingly making slabs statcmara to obtain a loan fram the Caunly of Kem ls punishsbte under the law. Iackncvmdgs Ihat lha lowl processer wig recommend tha eligible loan amount uslrlg required documents submued. I understand, ecknowhdge and agree Ihsl the loan processor csn share any mtarmabon thai I have pnwldsd with Kenl county's «aharlzed representatives. I understand il ia recanvnanded, within I 0 weeks cl Iha dele of the lorn, I receive business consu ging from an SBA Technical Asslslmm Resource penner such as csU Baksrsaeld smal Business Development cmpcralion which oifem Ibis service at /! no cost. i Q further certify thai the Appicant is independently awned snd openaed snd nol a franchise or sobs dieiy at snolher entity. I Ihave rand and undamlend the Kem Small Bus bess Relief Program (KSBRP) Progrrm Guldelnss ( Program Guide tines ) which sra klcorporatsd aa pert at this eppilcagcn form end agsched hecto ss Exhibit A. Furlhwmora. I understand lhasa Program Guidelines provide speclllc Informagon pertaining to tha completion cl this applcstion erd tha answers provided in this applhation cmfarm to the Progrmn Guidelines„. +101(ebflrr or Aumonzrm Reprssentatnre at Appgcsm Date ac) Print Name f/~/( F. " ) Page 3 cf 3 County of Kern Kern Small Business Relief Program NoTE County Loan Number Bank Reference Number KsBRP-127 Bomwer's Tax ID ¹ (Elhi/SSN) 84-4345974 Loan Date 07/1 5/2020 Loan Amount 74,620.96 Interest Rate 1.00% Borrower HTI Brands 4705 New Horizon Blvd ¹4 Bakersfield, CA 93313 (Name/Address!City/ST/ZIP) Servicing Bank Valley Republic Bank PROMISE TO PAY: HTI Ih Brands ',Ih pI Ip( I (" Borrower" I-""""" ) ' '" ''$ promises to pay to the County of Kern (" Lender" ), ~7462D9 ~,Ig money of the United States in lawful II«(lh(I I principal balance and atl other amounts required by this Note from the loan date, until paid in full. Ih 9 Id 2. DEFINITIONS: "Loan" means the loan evidenced by this Promissory Note. "Loan Documents" means the documents related to this Loan signed or provided by Borrower. "Servicing Bank" means the financial institution that accepted the Application.. 3. PAYMENT TERMS: Borrower must make atl payments at the place Lender designates. This place may change from time to time at the sole discretion of the Lender and upon written notification to the Borrower to the Borrower's address above. The payment terms for this Note are: A. days from the Loan Date ('aturity Date" ). The term of this Loan shall be one-hundred eighty-two (182) B. All principal and interest payments on the loan will be deferred until it is either forgiven or due and payable pursuant to these terms. C. Interest will accrue from the date of Loan, including during the deferral period, for any portion of the Loan that has not been forgiven as described in Section 10. (i)The interest rate is one percent (1.00%) per annum. Interest on the loan is computed on a 366/366 simple interest basis; that is, by applying the ratio of the interest rate over the (ii) number of days in the year (366 in leap years), multiplied by the outstanding principal balance, multiplied by the actual number of All interest payable under this note is computed using this method. days the principal balance is outstanding. D. The entire outstanding principal balance (i.e., any portion of the Loan that has not been forgiven as described in Section 10) and The payment amount will be calculated no later than five (5) atl accrued but unpaid interest due and payable on the Maturity Date. days prior to the required payment and communicated to the Borrower at the address above. Lender will apply each payment first to pay interest accrued to the day Lender received the payment and will apply any remaining balance to reduce principal. E. Borrower may repay all or a portion of this Loan at any time without penalty. There are no prepayment penalties for the Loan. F. The proceeds of the Loan shall be used for the following purposes only: (i) A minimum of 34% of the loan amount shall be used to cover payroll and payroll related costs (group health care benefits, retirement benefits, payroll taxes). Kem Smail Business Relief Program Page1of4 Rev. May 2020 Promissory Note (a) Loan proceeds may be used to pay employees a premium wage as an incentive for rehiring and retaining employees so long as the premium hourly wage does not exceed 15% of that employee's hourly wage immediately prior to May 15, 2020. (b) Loan proceeds may not be used to pay sole proprietors more per week than their average weekly net Schedule C profit for calendar year 201 9. (ii)No more than 33% of the loan amount shall be used for general working capital. No more than 33% of the loan amount shall be used for rent, utilities and mortgage interest payments (but not mortgage (iii) prepayments or principal payments). 4. DEFAULT: Borrower is in default under this Note if Borrower does not make a payment when due under this Note, or if Borrower: A. other Loan Documents; Fails to do anything required by this Note and B. Does not disclose, or anyone acting on their behalf does not disclose, any material fact to Lender; C. Makes, or anyone acting on their behalf makes, a materially false or misleading representation to Lender.; D. Becomes the subject of a proceeding under any bankruptcy or insolvency law; E. Has a receiver or liquidator appointed for any part of their business or property; F. Makes an assignment for the benefit of creditors; G. Has any adverse change in financial condition or business operation that Lender believes may materiatly affect Borrower's ability to pay this Note; H. Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without Lender's prior written consent; or I. Becomes the subject of a civil or criminal action that Lender believes may materially affect Borrower's ability to pay this Note. LENDER'S RIGHTS IF THERE IS A DEFAULT: Without notice or demand and without giving up any of its rights, Lender may: A. Require immediatepayment of all amounts owing under this Note: B. amounts owing from any Borrower; or Collect all C. File suit and obtain judgment. 6. LENDER'S GENERAL POWERS: Without notice and without Borrower's consent, Lender may: A. Incurexpenses to collect amounts due under this Note or enforce the terms of this Note or any other Loan Document, including reasonable attorneys'ees and costs. If Lender incurs such expenses, it may demand immediate payment from Borrower or add the expenses to the principal balance; and B. Release anyone obligated to pay this Note. 7. APPLICABLE LAW: Lender may use This Note will be interpreted and enforced under the laws of the State of California and the United States of America. state or local procedures for filing papers, recording documents, giving notice, and other purposes. 8. SUCCESSORS AND ASSiGNS: Under this Note, Borrower includes its successors, and Lender includes its successors and assigns. 9. GENERAL PROVISIONS: A. and entities signing this Note are jointly and severally liable. AII individuals B. defenses. Borrower waives all suretyship C. Borrower must sign all documents necessary at any time to comply with the Loan Documents. D. Lender may exercise any of its rights separately or together, as many times and in any order it chooses. Lender may delay or forgo enforcing any of its rights without giving up any of them. E. Borrower may not use an oral statement of Lender to contradict or alter the written terms of this Note. F. effect If any part of this Note is unenforceable, all other parts remain in G. To the extent allowed by Iaw, Borrower waives all demands and notices in connection with this Note, including presentment, demand, protest, and notice of dishonor. H. Although not required, it is recommended that Borrower, within 18 weeks of the date of the loan, receive business consulting from an SBA Technical Assistance Resource Partner such as the CSU Bakersfield Small Business Development Corporation which offers this service at no cost. Kem Small Business Relief Program Page 2 of 4 Rev. May 2020 Promissory Note 10. LOAN FORGIVENESS: The following provisions shall apply to the Loan: A. The amount of loan forgiveness is determined by and is subject to the sole approval of the Lender B. Loan proceeds spent within sixteen (16) weeks from the date of execution of this Promissory Note, but no later than December 30, 2020, for the allowable uses, along with all accrued interest on those proceeds, will be forgiven upon receipt of acceptable documentation of compliance with these forgiveness requirements. C. The amount of forgiveness cannot exceed the principal balance of the Loan plus accrued interest. D. To receive loan forgiveness, Borrower must apply for Debt Forgiveness through the Servicing Bank. The Borrower must submit to the Servicing Bank documents verifying the number of full-time employees and the pay rates for the period described, including payroll tax filings to the IRS and State, income, payroll, and unemployment insurance filings, cancelled checks, payment receipts, transcript of accounts, or other documents verifying payments on covered mortgage loan obligations, lease obligations and utility payments, plus any other documentation the Servicing Bank or Lender deems necessary. E. Documentation of compliance with forgives requirements is due from the borrower within 18 weeks of loan issuance. F. Loan amounts not forgiven will become due and payable in full no later than one-hundred eighty-two (182) days from the loan date witha 1.0% interest rate from the date of loan issuance for that portion of the loan not forgiven. G. Loan amounts forgiven and/or interest paid or forgiven may either be taxable, nondeductible, or otherwise affect the Borrower's Borrower is responsible for any additional taxes that may be incurred. tax situation. H. There will be no loan forgiveness without Borrower's submission of the proper application and documentation to Lender. 11. NON-RECOURSE: Unless their signature appears on this Promissory Note, Lender shall have no recourse against any individual shareholder, member or partner of Borrower for non-payment of the loan, except to the extent that such shareholder, member or partner uses the proceeds for an unauthorized purpose. 12. BORROWER'S OISBURSEMENT PREFERENCE: 0 Wire Transfer 0 Check II Cashier's Check If a wire transfer to another financial institution is requested is requested, please indicate account information: Name of Bank Routing number Account number Please provide your account Customers/Members of the Servicing Bank may choose to have funds disbursed by direct deposit. number: 13. ELECTRONIC SIGNATURES. Inaccordance with the Uniform Electronic Transactions Act, as enacted in the State of California ("UETA"), the Electronic Signatures or both, Borrower's electronic signature shall have the same force and effect as an in Global and National Commerce Act ("E-SIGN" ), or "in writing" or an "electronic record," (ii) to have been signed and, (iii) to "written" original signature and shall be deemed (i) to be constitute a record established and maintained in the ordinary course of business and an original written record when printed from Such electronic fdes. paper copies or "printouts," as if introduced evidence in mediation arbitral, any judicial, or administrative proceeding, will be admissible as between the parties to the same extent and under the same conditions as other original business records created and maintained in documentary form. Kem Small Business Relief Program Page3of4 Rev. May 2020 Promissory Note 14. BORROWER'S NAME(S) AND SlGNATURE(S): By signing below, each individual or entity becomes obligated under this Note as Borrower. Borrower. HTI Brands 7/15/2020 By X By X its William EarlEdwards Jr., CEO/President/CFO Its By X By X Its Its Kem Smail Business Refief Program Page 4 of 4 Rev. May 2020 Promissory Note