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HomeMy WebLinkAboutR23-Economic Development Agency . . . ECONOMIC DEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO FROM: Maggie Pacheco Deputy Director SUBJECT: Termination Agreements Imperial Imports Inc., DBA Toyota of San Bernardino, Scion of San Bernardino and San Bernardino Hyundai DATE: September 9, 2005 SvnoDsis of Previous Commission/Conncil/Committee Action(s): On September 6, 2005, Redevelopment Committee Members Estrada and Longville unanimously voted to recommend that the Mayor and Common Council and Community Development Commission consider this action for approval. Recommended Motion{s): (Mavor and Common Council) A: Resolution of the Mayor and Common Council of the City of San Bernardino authorizing the Mayor to execute the Termination Agreement to that certain Redevelopment Cooperation and Financing Agreement by and between the City of San Bernardino and the Redevelopment Agency of the City of San Bernardino (Redevelopment Cooperation and Financing Agreement - Imperial Imports, Inc., DBA Toyota of San Bernardino, Scion of San Bernardino and San Bernardino Hyundai) B: (Communitv DeveloDment Commission) Resolution of the Community Development Commission of the City of San Bernardino authorizing the Chairperson of the Community Development Commission to execute the Termination Agreement to that certain Redevelopment Cooperation and Financing Agreement by and between the City of San Bernardino and the Redevelopment Agency of the City of San Bernardino (Redevelopment Cooperation and Financing Agreement- Imperial Imports, Inc., DBA Toyota of San Bernardino, Scion of San Bernardino and San Bernardino Hyundai) C: 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) Contact Person(s): Gary Van OsdeUMaggie Pacheco Phone: (909) 663-1044 3 Project Area(s) Southeast Industrial Park Ward(s): Supporting Data Attached: G'J Staff Report G'J Resolution(s) 0 Agreement(s)/Contract(s) 0 Map(s) 0 Letters FUNDING REQUIREMENTS Amount: $ Source: N/A N/A SIGNATURE: ~ B""" A"'"", ~ W^ f22g~ep~r Commission/Council Notes: __nn_n_nnnnnn__._n_____n_n_nnn_______n_n_n_n.u_.__n_nn_n_________________....__nnn_______________________~_n____________________________n._._____n___.______nn.________n_d. P \Agendas\COITUTl Dev Commi$sionlCDC 2005\05-09-19 TenTlinalion Agrmt. Imperiallmp()Ils, Jne SR-doc COMMISSION MEETING AGENDA Meeting Date: 09/19/2005 R.~~ Agenda Item Number: . . . ECONOMIC DEVELOPMENT AGENCY ST AFF REPORT _____n_______________________________.________________________.______.______________n_______________.__________n_.___.________n______________n______n_____________n_____.+.___._.__________________ TERMINATION AGREEMENTS IMPERIAL IMPORTS INC., DBA TOYOTA OF SAN BERNARDINO, SCION OF SAN BERNARDINO AND SAN BERNARDINO HYUNDAI BACKGROUND: On August 7, 2003, the Redevelopment Committee recommended to the Community Development Commission approval of a Redevelopment Participation Agreement between the Redevelopment Agency (the "Agency") and Imperial Imports, Inc. ("Imperial") pursuant to which the Agency would remit certain payments to Imperial annually for ten years if they generated certain new jobs at their proposed new Hyundai dealership to be located at 735 Showcase Drive North in the San Bernardino Auto Plaza ("Site"). Concurrently with that action, the Committee recommended to the Commission and the Mayor and Common Council approval of a Redevelopment Cooperation and Financing Agreement between the Agency and the City, pursuant to which the City would provide the source of funds required by the Agency to fulfill its obligations to Imperial. On August 18, 2003, the Mayor and Common Council and the Commission approved the Redevelopment Cooperation and Financing Agreement between the Agency and the City. In addition, the Commission approved the Redevelopment Participation Agreement between the Agency and Imperial. Under the terms of the Redevelopment Participation Agreement, 30 new jobs, with a minimum wage rate of $10.00 per hour and a minimum of 1,750 hours per year would be created at the HYUl}dai dealership, increasing to 35 jobs in year two and 40 jobs in year three. To offset a portion of these costs, Imperial would receive an annual employment subsidy equivalent to 50 percent of the City's share of sales tax revenues generated at the Site over and above a base of $75,000. In addition, the Agency was to receive an administrative fee of7.5% of the City's share of the new tax revenues. Based upon projections at the time the aforementioned agreements were approved, it was estimated that the total amount reimbursable to the dealership over the next ten years would amount to approximately $1.4 million while the City would receive an additional $2.1 million in new sales tax revenues over the same time frame. CURRENT ISSUE: To date, Imperial has not requested reimbursements as per the terms of the Redevelopment Participation Agreement. Moreover, Mr. Cliff Cummings, owner of Imperial has informed the Agency that business levels have vastly exceeded initial sales projections and thus the Agency's employment subsidy is not needed and the Redevelopment Participation Agreement and Redevelopment Cooperation and Financing Agreement should be terminated. ___________________________u..__n_n_________________._____________~..____._n______n.__n_n_U._______n__....n_nn_______nnn_n______nn_nnn_n_n__n_.__.___________n__________nn_____ PlAgenda$\Comm Dev Commission\CIX 2005105-09-19 Termination Agnnl -Imperial Imports. Jne SR,doc COMMISSION MEETING AGENDA Meeting Date: 09/19/2005 Agenda Item Number: R-D . . . Economic Development Agency Staff Report Imperial Imports Inc., (Hyundai) - Termination Agreements Page 2 ENVIRONMENTAL IMPACT: None. FISCAL IMPACT: Using the projections in the original Redevelopment Cooperation and Financing Agreement, termination of the agreements will result in the City retaining approximately $1,484,000 in sales tax revenues over the 10 years which otherwise would have been used to reimburse the Agency for employment subsidies paid to Imperial Imports, Inc. RECOMMENDATION: That the Mayor and Common Council and the Community Development Commission adopt the attached Resolutions. _._._________....._._.________________________________________.....__...__...........__.__._______.....____________d....._.................___.______________d....________...______...-..---.---------- - P'v\genda5\Comm Dev ComrnissionlCDC 2005\05-09.19 Termination Alirml - Imperial Imports.lnc SRdoc COMMISSION MEETING AGENDA Meeting Date: 09/19/2005 Agenda Item Number: Rl') .1 2 .13 14 .25 RESOLUTION NO. 3 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE MAYOR TO EXECUTE THE TERMINATION AGREEMENT TO THAT CERTAIN REDEVELOPMENT COOPERATION AND FINANCING AGREEMENT BY AND BETWEEN THE CITY OF SAN BERNARDINO AND THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO (REDEVELOPMENT COOPERATION AND FINANCING AGREEMENT - IMPERIAL IMPORTS, INC., DBA TOYOTA OF SAN BERNARDINO, SCION OF SAN BERNARDINO AND SAN BERNARDINO HYUNDAI) 4 5 6 7 8 WHEREAS, the Redevelopment Agency of the City of San Bernardino (the "Agency") 9 entered into that certain 2003 Redevelopment Participation Agreement with Imperial Imports, 10 Inc., DBA Toyota of San Bernardino, Scion of San Bernardino and San Bernardino Hyundai II ("Imperial Imports, Inc.") ("2003 Participation Agreement") as approved by the Community Development Commission of the City of San Bernardino (the "Commission") on August 18, 12 2003; and WHEREAS, the Agency and the City of San Bernardino ("City") entered into a certain 15 2003 Redevelopment Cooperation and Financing Agreement ("2003 Cooperation Agreement") 16 as approved by the Mayor and Common Council and the Commission on August 18,2003; and 17 WHEREAS, Imperial Imports, Inc. has determined that the assistance to be provided by 18 the Agency is no longer necessary to assure the viability and continued presence of the business 19 operations of Imperial Imports, Inc. and the parties to the 2003 Participation Agreement and 20 2003 Cooperation Agreement desire to terminate said agreements pursuant to the terms of the 21 Termination Agreements. 22 NOW, THEREFORE, IT IS HEREBY RESOLVED, DETERMINED AND ORDERED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, AS FOLLOWS: /II 23 24 -1- ':\AI~lldllJ\Rrloluliolls\RtJoI1lIiOIlJ\2005\OS-09-19 lmpfcilllmportl MC(' Relu A.doc . Section 1. The Mayor and Common Council hereby approves and authorizes the 2 Mayor to execute the attached Termination Agreement to the Redevelopment Cooperation and 3 Financing Agreement of even date herein together with such technical and conforming changes 4 as may be recommended by the Executive Director and Agency Counsel. 5 Section 2. This Resolution shall take effect upon its adoption and execution in th 6 manner as required by the City Charter. 7 /II 8 /// 9 /// 10 /// 11 /II 12 /II .13 /II /// 14 /// 15 /II 16 /II 17 /II 18 /II 19 /// 20 /// 21 /II 22 /// 23 /// 24 /II .25 /II P:\AR;elldll\Ruollltlon.s\Reloluliunr\l005\05-09-19lmpetiallmport' MCC ReM A.do~ -2- .1 2 .13 14 .25 3 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE MAYOR TO EXECUTE THE TERMINATION AGREEMENT TO THAT CERTAIN REDEVELOPMENT COOPERATION AND FINANCING AGREEMENT BY AND BETWEEN THE CITY OF SAN BERNARDINO AND THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO (REDEVELOPMENT COOPERATION AND FINANCING AGREEMENT- IMPERIAL IMPORTS, INC., DBA TOYOTA OF SAN BERNARDINO, SCION OF SAN BERNARDINO AND SAN BERNARDINO HYUNDAI) 4 5 6 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and 7 Common Council of the City of San Bernardino at a meeting thereof, 8 held on the _day of , 2005, by the following vote to wit: 9 Council Members: Abstain Absent Navs Aves 10 11 ESTRADA LONGVILLE MCGINNIS DERRY KELLEY JOHNSON MC CAMMACK 12 15 16 17 18 Rachel G. Clark, City Clerk 19 day of ,2005. The foregoing resolution is hereby approved this 20 21 22 Judith Valles, Mayor City of San Bernardino 23 Approved as to form and Legal Content: 24 tZ~lI~ By: -3- P:\A~'lIdu\Ruulullons\Rtsohdiolls\2005\05-0<}..19lmptrl.llmporll MCC Ruo A.do~ .1 2 .13 14 .25 RESOLUTION NO. 3 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE CHAIRPERSON OF THE COMMUNITY DEVELOPMENT COMMISSION TO EXECUTE THE TERMINATION AGREEMENT TO THAT CERTAIN REDEVELOPMENT COOPERATION AND FINANCING AGREEMENT BY AND BETWEEN THE CITY OF SAN BERNARDINO AND THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO (REDEVELOPMENT COOPERATION AND FINANCING AGREEMENT - IMPERIAL IMPORTS, INC., DBA TOYOTA OF SAN BERNARDINO, SCION OF SAN BERNARDINO AND SAN BERNARDINO HYUNDAI) 4 5 6 7 8 9 WHEREAS, the Redevelopment Agency of the City of San Bernardino (the "Agency") 10 entered into that certain 2003 Redevelopment Participation Agreement with Imperial Imports, 11 Inc., DBA Toyota of San Bernardino, Scion of San Bernardino and San Bernardino Hyundai 12 ("Imperial Imports, Inc.") ("2003 Participation Agreement") as approved by the Community Development Commission of the City of San Bernardino (the "Commission") on August 18, 2003 pursuant to a separate action of the Commission on behalf of the Agency; and 15 WHEREAS the Agency and the City of San Bernardino ("City") entered into a certain 16 2003 Redevelopment Cooperation and Financing Agreement ("2003 Cooperation Agreement") 17 as approved by the Mayor and Common Council and the Commission on August 18,2003; and 18 WHEREAS, Imperial Imports, Inc. has determined that the assistance to be provided by 19 the Agency is no longer necessary to assure the viability and continued presence of the business 20 operations of Imperial Imports, Inc. and the parties to the 2003 Participation Agreement and 21 2003 Cooperation Agreement desire to terminate said agreements pursuant to the terms of the 22 Termination Agreements. 23 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: III 24 -1- f:\AleudasIRulIlulillRI\RtJQlutianl\2005\OS-09-191mperlallmpntl CDC Rtso B.doc . Section 1. The Community Development Commission hereby approves and 2 authorizes the Chairperson of the Agency to execute the attached Termination Agreement to the 3 Redevelopment Cooperation and Financing Agreement of even date herein together with such 4 technical and conforming changes as may be recommended by the Executive Director and 5 Agency Counsel. This Resolution shall become effective immediately upon its adoption. 6 Section 2. 7 III 8 III 9 III 10 /II 11 III 12 III .13 III III 14 III 15 III 16 III 17 III 18 III 19 III 20 III 21 III 22 III 23 III 24 /II .25 III -2- P:\Al:;rndas\ResolutloDI\ResQlutlonJ\l005\OS-09-11lImprriallmporll CDC RCM R.doc 5 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE CHAIRPERSON OF THE COMMUNITY DEVELOPMENT COMMISSION TO EXECUTE THE TERMINATION AGREEMENT TO THAT CERTAIN REDEVELOPMENT COOPERATION AND FINANCING AGREEMENT BY AND BETWEEN THE CITY OF SAN BERNARDINO AND THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO (REDEVELOPMENT COOPERATION AND FINANCING AGREEMENT - IMPERIAL IMPORTS, INC., DBA TOYOTA OF SAN BERNARDINO, SCION OF SAN BERNARDINO AND SAN BERNARDINO HYUNDAI) .1 2 3 4 6 7 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Communit 8 9 thereof, held on the _day of to Commission Members: Aves 11 ESTRADA 12 LONGVlLLE .13 MCGINNIS 14 DERRY 15 KELLEY 16 JOHNSON 17 MC CAMMACK Development Commission of the City of San Bernardino at a meeting ,2005, by the following vote to wit: Navs Abstain Absent 18 19 Secretary 20 The foregoing resolution is hereby approved this day of ,2005. 21 22 Judith Valles, Chairperson Community Development Commission of the City of San Bernardino 23 24 Approved as to form and Legal Content: .25 By: I <<'I Agency Counsel -3- P:\Ar;endu\Rulllufillui\ResoluliORJ\2:00SI05-09-19 l.lllpui.l lnaportl eDe Rcso B.doc: . 2 3 4 5 6 7 8 9 10 11 12 .13 14 15 16 17 18 19 20 21 .25 RESOLUTION NO. 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) WHEREAS, the Redevelopment Agency of the City of San Bernardino (the "Agency") entered into that certain 2003 Redevelopment Participation Agreement with Imperial Imports, Inc., DBA Toyota of San Bernardino, Scion of San Bernardino and San Bernardino Hyundai ("Imperial Imports, Inc.") ("2003 Participation Agreement") as approved by the Community Development Commission of the City of San Bernardino (the "Commission") on August 18, 2003; and WHEREAS, the Agency and the City of San Bernardino ("City") entered into a certain Redevelopment Cooperation and Financing Agreement ("2003 Cooperation Agreement") as approved by the Mayor and Common Council and the Commission on August 18,2003; and WHEREAS, Imperial Imports, Inc. has determined that the assistance to be provide by the Agency is no longer necessary to assure the viability and continue presence of the business operations of Imperial Imports, Inc. and the parties to the 2003 Participation Agreement and 2003 Cooperation Agreement desire to terminate said agreements pursuant to the terms of the 22 Termination Agreements; and 23 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS: 24 -1- P:\ACtlldas\ReSllluthllls\RnlllutiousUOOS\OS-09-191iIlperiallmpurls CDC Rt" C.dll~ . Section 1. The Community Development Commission hereby approves and 2 authorizes the Executive Director of the Agency to execute the attached Termination Agreement 3 to the 2003 Redevelopment Participation Agreement between the Redevelopment Agency of the 4 City of San Bernardino and Imperial Imports, Inc. of even date herein together with such 5 technical and conforming changes as may be recommended by the Agency Executive Director 6 and Agency Counsel. 7 This Resolution shall become effective immediately upon its adoption. -2- P:\AlCcndas\Re.olutioll$\Resolutions\l005\05-09-19lmpuiallmporll CDC Reso C.doc 3 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) .1 2 4 5 6 7 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Communit 8 Development Commission of the City of San Bernardino at a meeting 9 thereof, held on the _day of 10 Commission Members: Aves ESTRADA 11 LONGYILLE 12 MCGINNIS .13 DERRY 14 KELLEY 15 JOHNSON 16 MC CAMMACK 17 ,2005, by the following vote to wit: Nays Abstain Absent 18 Secretary 19 The foregoing resolution is hereby approved this day of ,2005. 20 21 22 Judith Yalles, Chairperson Community Development Commission of the City of San Bernardino 23 Approved as to form and Legal Content: 24 .25 By: Agency Counsel -3- f:\Acelldu\Ruululions\Resolutiolll\lOOSIOs..09-19 Imperial Imports CDC Ruo C.do\: .UH I . Termination Agreement to terminate that certain Redevelopment Cooperation and Financing Agreement by and between the Redevelopment Agency of the City of San Bernardino and the City of San Bernardino 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, a public body, corporate and politic (the "Agency"), and the City of San Bernardino, California, a municipal corporation (the "City"), for the purpose of terminating that certain Redevelopment Cooperation and Financing Agreement by and between the parties dated as of August 18,2003, and is made with reference to the following facts: RECITALS WHEREAS, the Agency and the City had entered into that certain Redevelopment Cooperation and Financing Agreement dated as of August 18, 2003 for the purpose of the City providing redevelopment financing assistance to the Agency in order for the Agency to execute and implement a Redevelopment Participation Agreement dated as of August 18, 2003, by and between the Agency and Imperial Imports, Inc., DBA Toyota of San Bernardino, Scion of San Bernardino and San Bernardino Hyundai; and . WHEREAS, Imperial Imports, Inc., has determined that the assistance to be provided by the Agency in said Redevelopment Participation Agreement is no longer necessary to assure the viability and continued presence of the business operations of Imperial Imports, Inc.; and WHEREAS, Imperial Imports, Inc., at the request of the Participant to the Agency, seeks to terminate said Redevelopment Participation Agreement; and WHEREAS, the Agency and Imperial Imports, Inc., have entered into a Termination Agreement to terminate said Redevelopment Participation Agreement; and WHEREAS, termination of said Redevelopment Participation Agreement now renders moot the provisions contained in the aforementioned Redevelopment Cooperation and Financing Agreement by and between the Agency and the City. NOW, THEREFORE, the Agency and the City 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 for the express purpose of terminating the Redevelopment Cooperation and Financing Agreement and all rights, duties and obligations of the parties with respect thereto. . Section 2. The Agency and the City hereby agree that as of the date of the final execution and delivery of this Termination Agreement, all provisions of the Redevelopment Cooperation and Financing Agreement shall be null and void and of no further force or effect as to both the Agency and the City. 4851-0525.1328. t I P \Agendas\Agenda Altatbments\Agrmls-Amlmd 2005\05_09_19 IlI1X'rial C&F Tenninatioll Allreemelll doc . . . 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 Agency or the City except pursuant to written instruments duly approved by the governing body of the Agency and the governing body of the City at the sole and absolute discretion of each party. IN WITNESS WHEREOF, the Agency and the City have duly executed this Termination Agreement as of the date above set forth. ATTEST: CITY City of San Bernardino By: City Clerk Judith Valles, Mayor City of San Bernardino APPROVED AS TO FORM AND CONTENT: City Attorney ATTEST: AGENCY Redevelopment Agency of the City of San Bernardino By: Agency Secretary Judith Valles, Chairperson Community Development Commission of the City of San Bernardino APPROVED AS TO FORM AND CONTENT: u Agency Counsel 4851-0525-1328.\ 2 P \Agcnda5\Agcnda Anal:b~nJ51Agrmt$-Amend 2005\05-09.]9 Imperial C&F Termination Agreemenl doc . . . 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 Agency or the City except pursuant to written instruments duly approved by the governing body of the Agency and the governing body of the City at the sole and absolute discretion of each party. IN WITNESS WHEREOF, the Agency and the City have duly executed this Termination Agreement as of the date above set forth. ATTEST: CITY City of San Bernardino By: City Clerk Judith Valles, Mayor City of San Bernardino APPROVED AS TO FORM AND CONTENT: City Attorney ATTEST: AGENCY Redevelopment Agency of the City of San Bernardino By: Agency Secretary Judith Valles, Chairperson Community Development Commission of the City of San Bernardino APPROVED AS TO FORM AND CONTENT: "".e. Agency Counsel 4851-0525-\328.\ 2 P IAgenda5\Agcnda Altat'hmenls\Agrmls-Amend 2005\05_09_19 Imperial C&f Termination Aifeemenl doc . . . 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 Agency or the City except pursuant to written instruments duly approved by the governing body of the Agency and the governing body of the City at the sole and absolute discretion of each party. IN WITNESS WHEREOF, the Agency and the City have duly executed this Termination Agreement as of the date above set forth. ATTEST: CITY City of San Bernardino By: City Clerk Judith Valles, Mayor City of San Bernardino APPROVED AS TO FORM AND CONTENT: City Attorney ATTEST: AGENCY Redevelopment Agency of the City of San Bernardino By: Agency Secretary Judith Valles, Chairperson Community Development Commission of the City of San Bernardino APPROVED AS TO FORM AND CONTENT: Agency Counsel 4851-0525-1328.1 2 P\Allcndas\Agenda Aludullcnls\Agrmls-Amend 200SI05-09-19If11)efial C&.F Termination Agrcemenldoc . . . Termination Agreement to terminate that certain Redevelopment Participation Agreement with Imperial Imports Inc., DBA Toyota orSan Bernardino, Scion orSan Bernardino, and San Bernardino Hyundai This Tennination 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 tenninating 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 RPA due to the economic conditions prevalent in the motor vehicle sales market as of the date of the RPA; and WHEREAS, the assistance requested by the Participant, and as granted in the RPA 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 tenninate 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 Tennination Agreement by the parties. NOW, THEREFORE, the Agency and the Participant as the parties to this Tennination 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 Tennination Agreement, at the written request of the Participant, for the express purpose of tenninating 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 RPA both prior to and subsequent to the date of this Tennination Agreement. The Participant represents to the Agency that there are no I PlAgend3sIAgenda AllachmenlslAgrml5.Amend 2005\05_09_19 hrvcrial Pan Tenninalion ^8reemml doc . . . 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 of the date above set forth. PARTICIPANT Imperial Imports, Inc., a California Corporation Dated: By: AGENCY Redevelopment Agency of the City of San Bernardino Dated: By: Executive Director APPROVED AS TO FORM AND CONTENT: Agency COl.lnsel 2 P\Agcndas\Agcnda Anachrnenls\Agnnls-Amend 2003\05-09-191If1lCrial Pan Termination Agreemenldoc . . . 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 andlor 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 of the date above set forth. PARTICIPANT Imperial Imports, Inc., a California Corporation Dated: By: AGENCY Redevelopment Agency of the City of San Bernardino Dated: By: Executive Director APPROVED AS TO FORM AND CONTENT: Agency Counsel 2 PlAgenda5\Agenda AuachmentslAgntts-Amend 200'\05_09.19 Imperial Pan Tennination Agreemenulol; . . . 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 RPA. 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 of the date above set forth. PARTICIPANT Imperial Imports, Inc., a California Corporation Dated: By: AGENCY Redevelopment Agency of the City of San Bernardino Dated: By: Executive Director APPROVED AS TO FORM AND CONTENT: ..,; ;..,."* ,,1 Agency Cqunsel 2 PlAgendas\Agenda Anachmc:ms\Agrmls-Amend 2005\05-09-19 Inverial Part Termination Agrcemcnldoc