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RESOLUTION NO. CDC/2005-31
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RESOLUTION OF THE COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING
AND AUTHORIZING THE EXECUTIVE DIRECTOR OF THE AGENCY
TO EXECUTE THE TERMINATION AGREEMENT TO THE
REDEVELOPMENT PARTICIPATION AGREEMENT BY AND
BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN
BERNARDINO AND IMPERIAL IMPORTS, INC., (DBA TOYOTA OF
SAN BERNARDINO, SCION OF SAN BERNARDINO AND SAN
BERNARDINO HYUNDAI)
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WHEREAS, the Redevelopment Agency of the City of San Bernardino (the "Agency")
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entered into that certain 2003 Redevelopment Participation Agreement with Imperial Imports,
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Inc., DBA Toyota of San Bernardino, Scion of San Bernardino and San Bernardino Hyundai
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("Imperial Imports, Inc.") ("2003 Participation Agreement") as approved by the Community
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Development Commission of the City of San Bernardino (the "Commission") on August 18,
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2003; and
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WHEREAS, the Agency and the City of San Bernardino ("City") entered into a certain
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Redevelopment Cooperation and Financing Agreement ("2003 Cooperation Agreement") as
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approved by the Mayor and Common Council and the Commission on August 18,2003; and
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WHEREAS, Imperial Imports, Inc. has determined that the assistance to be provide by
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the Agency is no longer necessary to assure the viability and continue presence of the business
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operations of Imperial Imports, Inc. and the parties to the 2003 Participation Agreement and
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2003 Cooperation Agreement desire to terminate said agreements pursuant to the terms of the
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Termination Agreements; and
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NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE
CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER AS
FOLLOWS:
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Section 1. The Community Development Commission hereby approves and
authorizes the Executive Director of the Agency to execute the attached Termination Agreement
to the 2003 Redevelopment Participation Agreement between the Redevelopment Agency of the
City of San Bernardino and Imperial Imports, Inc. of even date herein together with such
technical and conforming changes as may be recommended by the Agency Executive Director
and Agency Counsel.
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This Resolution shall become effective immediately upon its adoption.
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RESOLUTION OF THE COMMUNITY DEVELOPMENT
COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING
AND AUTHORIZING THE EXECUTIVE DIRECTOR OF THE AGENCY
TO EXECUTE THE TERMINATION AGREEMENT TO THE
REDEVELOPMENT PARTICIPATION AGREEMENT BY AND
BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN
BERNARDINO AND IMPERIAL IMPORTS, INC., (DBA TOYOTA OF
SAN BERNARDINO, SCION OF SAN BERNARDINO AND SAN
BERNARDINO HYUNDAI)
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I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Communit
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Development Commission of the City of San Bernardino at a
joint regular
meeting
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thereof, held on the 19th day of September
, 2005, by the following vote to wit:
10 Commission Members: Aves Nays Abstain Absent
ESTRADA X
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LONGVILLE X
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MCGINNIS
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DERRY
14 KELLEY X
15 JOHNSON X
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MC CAMMACK
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The foregoing resolution is hereby approved this?1<t- day of September
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Esther Estrada, Vice-Chairperson
Community Development Commission
City of San Bernardino
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,2005.
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Approved as to form and Legal Content:
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Agency Counsel
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Termination Agreement
to terminate that certain Redevelopment Participation Agreement
with Imperial Imports Inc., DBA Toyota of San Bernardino, Scion of San Bernardino,
and San Bernardino Hyundai
This Termination Agreement is entered into as of this 19th day of September, 2005, by and
between the Redevelopment Agency of the City of San Bernardino (the "Agency"), and Imperial
Imports Inc., DBA Toyota of San Bernardino, Scion of San Bernardino, and San Bernardino
Hyundai, a California corporation (the "Participant"), for the purpose of terminating that certain
Redevelopment Participation Agreement by and between the parties dated as of August 18, 2003
(the "RPA"), and is made with reference to the following facts:
RECITALS
WHEREAS, the Agency had entered into the RPA for the purposes of encouraging the
expansion of the new motor vehicle sales facility operated by the Participant within the Southeast
Industrial Park Redevelopment Project Area of the Agency and to encourage the growth in sales tax
revenues and property tax revenues; and
WHEREAS, the Participant had sought the financial assistance of the Agency in the manner
as provided in the RP A due to the economic conditions prevalent in the motor vehicle sales market
as 0 f the date 0 f the RP A; and
WHEREAS, the assistance requested by the Participant, and as granted in the RP A by the
Agency to the Participant, has been deemed by the Participant to be no longer necessary to assure
the viability and continued presence of the business operations of the Participant and the new motor
vehicle sales facility within the Southeast Industrial Park Redevelopment Project Area; and
WHEREAS, at the request of the Participant and with the concurrence of the Agency, the
Participant and the Agency seek to terminate the RP A and all obligations, rights and duties of the
parties pursuant thereto, including, but not limited to, payments of any financial assistance to which
the Participant may have been entitled to receive pursuant to the RP A, upon the approval, execution
and delivery of this Termination Agreement by the parties.
NOW, THEREFORE, the Agency and the Participant as the parties to this Termination
Agreement do hereby agree as follows:
Section 1. The Recitals as set forth above are true and correct as of the date hereof to the
best knowledge and belief of the parties. The parties have entered into this Termination Agreement,
at the written request of the Participant, for the express purpose of terminating the RP A and all
rights, duties and obligations of the parties with respect thereto. The Participant recognizes that
certain amounts were payable by the Agency to the Participant pursuant to the provisions contained
within the RP A to encourage the business development of the Participant within the Southeast
Industrial Park Redevelopment Project Area of the Agency. The Participant specifically waives and
forever releases the Agency from the payment of any amounts that otherwise would be due and
payable by the Agency to the Participant pursuant to the RP A both prior to and subsequent to the
date of this Termination Agreement. The Participant represents to the Agency that there are no
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amounts due and owing by the Participant to the Agency, nor is there any claim that has been made
or asserted, and based upon Participant's knowledge and/or facts known to the Participant could be
made or asserted against the Agency for which the Agency would otherwise have sought the
indemnification from the Participant pursuant to Section 8 of the RP A.
Section 2. The Agency and the Participant hereby agree that as of the date of the final
execution and delivery of this Termination Agreement, all provisions of the RP A shall be null and
void and of no further force or effect as to both the Agency and the Participant, and neither the
Agency nor the Participant shall seek to enforce any other rights or remedies that either party have
otherwise accrued to their benefit pursuant to the RP A.
Section 3. This Termination Agreement shall take effect and be in full force and effect
from and after the date as set forth in the introductory paragraph hereof and shall not be amended or
modified by the Participant or the Agency except pursuant to written instruments duly approved by
the Participant and the governing body of the Agency at the sole and absolute discretion of each
party.
IN WITNESS WHEREOF, the Agency and the Participant have duly executed this
Termination Agreement as ofthe date above set forth.
PARTICIPANT
Imperial Imports, Inc.,
a Califo' orporation
Dated: ~
By:
AGENCY
Dated: ~p~/
By:
7utive Director
APPROVED AS TO FORM
AND CONTENT:
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Agency Counsel
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