HomeMy WebLinkAboutCDC/2009-16
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RESOLUTlON NO. CDC/2009-16
RESOLUTlON OF THE COMMUNITY DEVELOPMENT COMMISSION OF
THE CITY OF SAN BERNARDINO APPROVING THAT CERTAIN
PURCHASE AND SALE AGREEMENT BY AND BETWEEN THE
REDEVELOPMENT AGENCY OF THE CITY OF POMONA AND THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
RELATlNG TO THE ACQUlSITlON OF THE GLOBAL MOBILEHOME
PARK CORPORATlON, A NON-PROFIT CORPORATION
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8 WHEREAS, the Redevelopment Agency of the City of San Bernardino (the "Agency") is a public
9 body, corporate and politic and is authorized under Health and Safety Code Section 33000, et seq., to
10 purchase and sell property including certain corporations for the redevelopment purposes of the Agency;
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12 WHEREAS, the Redevelopment Agency of the City of Pomona ("Pomona") caused the
13 formation of the Global Mobilehome Park Corporation ("Corporation") in February, 2005, for USe
14 by Pomona in a program to purchase mobilehome parks within the City of Pomona, however, said
15 program never commenced and Pomona continues to be the holder of all rights to the use of the
16 Corporation; and
17 WHEREAS, the Corporation received a non-profit Determination Letter from the Internal
18 Revenue Service under Section 501(c)(3) of the Internal Revenue Code; and
19 WHEREAS, Pomona desires to transfer all rights, title and interests in the Corporation to the
20 Agency pursuant to the Purchase and Sale Agreement as attached to this Resolution as Exhibit "A";
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22 WHEREAS, pursuant to the articles of incorporation, bylaws and non-profit Determination
23 Letter of the Corporation, the Corporation's purposes are consistent with those of the Agency to
24 facilitate the purchase, rehabilitation and resale of foreclosed homes within the City of San
25 Bernardino (the "City") with Neighborhood Stabilization Program Grant funds as shall become
26 available to the City; and
27 WHEREAS, Pomona has represented to the Agency that the Corporation has not conducted
28 business, and thus has not incurred any liabilities and Pomona has further represented and agreed
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1 that any liabilities incurred prior to the closing of the transfer of the Corporation, if any, shall remain
2 the responsibility of Pomona; and
3 WHEREAS, the Agency will appoint its own board members and officers and amend the
4 bylaws as necessary upon the acquisition of the Corporation; and
5 WHEREAS, the Agency has determined that the acquisition of all title, rights and interests
6 in the Corporation will assist the Agency in expediting its housing programs, and therefore the
7 Agency desires to acquire the Corporation at this time.
8 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE
9 CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS
10 FOLLOWS:
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Section 1.
Approval of Purchase and Sale Agreement. The Commission hereby
12 approves the Purchase and Sale Agreement in the form as attached to this Resolution as Exhibit "A"
13 with such changes as shall be approved by the Interim Executive Director with the concurrence of
14 Agency Counsel. The Agency hereby further authorizes and directs that the form of Purchase and
15 Sale Agreement to be converted into the final form thereof, together with such non-substantive
16 changes as so deemed necessary by the Interim Executive Director of the Agency. The Interim
17 Executive Director or such other authorized officer of the Agency is hereby authorized and directed
18 to execute and deliver, and the authorized officer of the Agency is hereby authorized and directed to
19 attest to, the final form of the Purchase and Sale Agreement when the same has been prepared and
20 such execution and delivery shall be deemed to be conclusive evidence of the approval thereof.
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Section 2.
Official Action. The Interim Executive Director, Agency Counsel and any
22 and all other officers of the Agency are hereby authorized and directed, for and in the name and on
23 behalf of the Agency, to do any and all things and take any and all actions, including execution and
24 delivery of any and all assignments, certificates, requisitions, agreements, notices, consents,
25 instruments of conveyance, warrants and other documents, which they, or any of them, may deem
26 necessary or advisable in order to consummate the transaction contemplated herein. Whenever in
27 this Resolution any officer of the Agency is authorized to execute or countersign any document or
28 take any action, such execution, countersigning or action may be taken on behalf of such officer by
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1 any person designated by such officer to act on his or her behalf in the case such officer shall be
2 absent or unavailable. The Agency hereby appoints its Interim Executive Director as agent of the
3 Agency for purposes of executing any and all documents and instruments which any officer of the
4 Agency is authorized to execute hereunder. The Commission further authorizes the expenditure by
5 the Agency staff of the amounts required to be remitted pursuant to the Purchase and Sale
6 Agreement for the acquisition of the Corporation.
7 Section 3. Effective Date.
8 adoption by this Commission.
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This Resolution shall take effect from and after its date of
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CDC/2009-16
RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF
THE CITY OF SAN BERNARDINO APPROVING THAT CERTAIN
PURCHASE AND SALE AGREEMENT BY AND BETWEEN THE
REDEVELOPMENT AGENCY OF THE CITY OF POMONA AND THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
RELATING TO THE ACQUISITION OF THE GLOBAL MOBILEHOME
PARK CORPORATION, A NON-PROFIT CORPORATION
6 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community
7 Development Commission of the City of San Bernardino at a j oint regular
8 thereof, held on the 4th day of May
9 Commission Members: Ayes Navs
10 ESTRADA X
11 BAXTER X
12 BRINKER X
13 SHORETT X
14 KELLEY X
15 JOHNSON X
16 MC CAMMACK X
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Approved as to Form:
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meeting
,2009, by the following vote to wit:
Abstain
Absent
.~
Secretary
The foregoing Resolution is hereby approved this 5'r1t day of May
~;rperson
unity Development Commission
of the City of San Bernardino
By:
l/4
Agency unsel
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1 EXHIBIT "A"
PURCHASE AND SALE AGREEMENT
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CDC12009-16
GLOBAL MOBILEHOME PARK CORPORATION
AGREEMENT FOR PURCHASE AND SALE
This Agreement for Purchase and Sale ("Agreement") is made and entered into as of the date
this Agreement is executed by the last party to execute it, by and between the Redevelopment
Agency of the City of Pomona, a public body corporate and politic organized under and pursuant to
the laws of the State of California ("Seller"), as the owner of the Global Mobilehome Park
Corporation, a California nonprofit corporation, and the Redevelopment Agency of the City of San
Bernardino, a public body corporate and politic organized under and pursuant to the laws of the State
of California ("Buyer"), with reference to the following facts:
RECITALS
WHEREAS, Seller is the legal owner of the Global Mobilehome Park Corporation
("Corporation"), a nonprofit public benefit corporation organized under the Nonprofit Public Benefit
Corporation Law, and at this time desires to sell said Corporation to Buyer; and
WHEREAS, Seller formed the Corporation in February, 2005, for use by Seller in a program
focused on the purchase of mobilehome parks within the City of Pomona, however said program
never commenced; and
WHEREAS, the Corporation received a Determination Letter from the Internal Revenue
Service under Section 50 I (c)(3) of the Internal Revenue Code; and
WHEREAS, Seller has represented to Buyer that the Corporation has not conducted
business, and thus has not incurred any liabilities and Seller further represents and agrees that any
liabilities incurred prior to Closing (as herein defined), if any, shall remain the responsibility ofthe
Seller; and
WHEREAS, Buyer desires to purchase the Corporation in order to promote economic
development within the City of San Bernardino, California (the "City"); and
WHEREAS, Buyer agrees that after Closing all obligations and liabilities ofthe Corporation
shall be the responsibility of Buyer.
NOW, THEREFORE, Seller and Buyer agree that the foregoing recitals are true and correct
and accordingly, they agree as follows:
Section 1. Oescriotion of the Comoration and ClosinQ. Seller hereby agrees to sell to
Buyer, and Buyer hereby agrees to purchase from Seller, the Global Mobilehome Park Corporation,
subject to and on the terms and conditions set forth herein. The purchase of the Corporation shall
occur upon the completion of the following: (1) all parties hereto have executed this Agreement; (2)
the Buyer has transferred a total of$5,000 to Seller; (3) Seller shall make available to Buyer, to the
extent available to Seller or in Seller's possession or control, all contracts and documents relating to
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the Corporation and Buyer shall approve all such documents and confirm the corporation is a
California corporation in good standing; and (4) this Agreement has been approved by the
Community Development Commission of the City of San Bernardino (herein the "Closing").
Section 2. Purchase Price and Transfer of Funds. The total Purchase Price of the
Corporation shall be five thousand dollars ($5,000) (the "Purchase Price"), an amount approximately
equal to the amount expended by Seller on administration and formation costs of the Corporation.
The Buyer shall transfer the Purchase Price by check or wire transfer made payable to the
Redevelopment Agency of the City of Pomona to the place designated by the escrow holder
appointed to conduct the Closing. Upon satisfaction of all requirements for the Closing, the escrow
holder shall disburse the Purchases Price to Seller and disburse all other transfer documents as
deemed necessary and appropriate by the parties.
Section 3. Representations and Warranties of Parties. The Parties hereby make the
following representations and warranties:
(a) Representations of Seller.
(I)
Corporation to the Buyer.
Seller has the authority to execute this Agreement and sell the
(2) Seller shall make available to Buyer, to the extent available to Seller or
in Seller's possession or control, all contracts and documents relating to the Corporation.
(3) To the best knowledge of the Seller, the Corporation has no existing
liabilities as of Closing. The Corporation is sold "as is" with no representation as to its tax exempt
status.
(b) Representations of Buver.
(I) Buyer has the authority to execute this Agreement and purchase the
Corporation from the Seller.
(2) Buyer specifically assumes any and all risk related to claims which
arise out of, relate to or result from the operation of the Corporation after Closing, and Buyer shall
indemnifY and defend Seller against any such claims; provided that Seller specifically assumes any
and all risk related to claims which arise out of, relate to or result from the operation of the
Corporation prior to Closing.
Section 4.
Miscellaneous.
(a) Entire Agreement. This Agreement contains the entire agreement between
Buyer and Seller with respect to the subject matter hereof and supersedes all prior understandings, if
any, with respect thereto. This Agreement may not be modified, changed, supplemented or
terminated, nor may any obligations hereunder be waived, except by written instrument signed by
each party or by its agent duly authorized in writing or as otherwise expressly permitted herein.
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Buyer and Seller do not intend to confer any benefit hereunder on any person, firm, corporation or
entity, other than Buyer and Seller and their successors and assigns.
(b) Counteroarts. This Agreement and any amendment or modification hereto
may be executed in counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(c) Notices. All notices given under this Agreement shall be in writing and shall
be served either personally or delivered by U.S. Mail, postage prepaid, or by Federal Express or
other comparable overnight carrier at the following addresses:
TO BUYER: Redevelopment Agency of the
City of San Bernardino
201 North "E" Street, Suite 301
San Bernardino, California 92401
Attn: Interim Executive Director
Phone: (909) 663-1044
Fax: (909) 888-9413
TO SELLER: Redevelopment Agency of the City of Pomona
505 South Garey Avenue
Pomona, California 91769
Alto: Development Director
Phone: (909) 620-2410
Fax: (909) 620-3711
WITH A COPY TO: Lewis Brisbois Bisgaard & Smith LLP
650 E. Hospitality Lane, Suite 600
San Bernardino, California 92408
Attn; Alexis Crump
Phone; (909) 387-1130
Fax; (909) 387-1138
(d) Further Action. Buyer and Seller agree to execute any further documents
necessary to complete the sale of the Corporation.
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IN WITNESS WHEREOF, the parties hereto execute this Agreement as ofthe dates set forth below.
Date:
Attest:
~1~
. ecr tary
Approved as to Form:
BY'~
. gency C sel
Date:
Attest:
121t,-;)~
,
By: l~tllM ~
Secretary
Approved as to Form:
By:
~Fdjt~~
ency Counsel
BUYER:
Redevelopment Agency of the
City of San Bernardino
..- ~---~"
By: "(L~J-;fY
Emil A. Marzullo
Interim Executive Director
SELLER:
By: \
:2Y fthe City of Pomona
Ray ond Fong
De elopment Direct
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