HomeMy WebLinkAboutR35-Economic Development
CITY OF SAN BERNARDINO
ECONOMIC DEVELOPMENT AGENCY ORIGINAL
FROM: Emil A. Marzullo
Interim Executive Director
SUBJECT:
Global Mobilehome Park Corporation
Purchase and Sale Agreement to facilitate
Neighborhood Stabilization Program activities
DATE:
April 28, 2009
SvnoDsis of Previous Commission/Council/Committee Action(s):
On April 9, 2009, Redevelopment Committee Members Johnson, Baxter and Brinker unanimously voted to recommend that
the Community Development Commission consider this action for approval.
Recommended Motion(s):
(Communitv Deve]ooment Commission)
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
Contact Person(s):
Carey K. Jenkins
Phone:
(909) 663-1044
All
Project Area(s):
N/A
Ward(s):
Supporting Data Attached:
Ii'! Staff Report Ii'! Resolution(s) [;"} Agreement(s)/Contract(s) 0 Map(s) 0 Letter(s)
Funding Requirements:
Amount: $
5,500
Source:
20% Low-Moderate Housing Set Aside
Budget Authority:
FY 2008-2009 Agency Budget
Signature:
;{l~
Fiscal Review:
Services Director
Emil A. Marzullo, Interim
--c;;-mm-i-ssio;;/C-o-u;;ciiN-O-ies-;----m-mmm-;g;-~;::;--mm-/7;T{Tb;;:;09~--/~--m-mm-m----
/
?:\Agcnda5\Comm Dcv ComrnissionlCDC 2009\05-04-09 Global Mobilchomc Park - Purchase and Sale Agrcemcnl.doc
COMMISSION MEETING AGENDA
Meeting Date: 05/0412009
Agenda Item Number: j2.~'5"
ECONOMIC DEVELOPMENT AGENCY
STAFF REPORT
GLOBAL MOBILEHOME PARK CORPORATION - PURCHASE AND SALE AGREEMENT
TO FACILITATE NEIGHBORHOOD STABILIZATION PROGRAM ACTIVITIES
BACKGROUND:
On November 17, 2008, the Mayor and Common Council of the City of San Bernardino ("Council")
approved the Economic Development Agency's ("Agency") response to the Neighborhood Stabilization
Program ("NSP"). The Agency's plan for deploying the NSP funds was detailed in the Agency's
"Substantial Amendment to the Fiscal Year 2008-2009 Annual Action Plan". As described in this
amendment, the Agency plans to allocate its NSP award of approximately $8.4 million among four
different housing sub-components. These four sub-components are: I) Down Payment Assistance
($920,000); 2) Housing Opportunities for Households at or below 50% of the Area Median Income
("AMI") ($2.1 million); 3) Acquisition, Demolition and Redevelopment ($920,000); and 4) Acquisition,
Rehabilitation and Resale of single-family residences, better known as the Intermediary Services Program
($3.7 million). The remainder of the funds shall be used to pay for the NSP administrative costs.
Of the four sub-components mentioned above, the Intermediary Services Program most directly addresses
the foreclosure crisis currently affecting the single-family housing market within the City of San
Bernardino ("City"). Under this program, foreclosed homes would be acquired at a discount by the
Agency and then the homes would be rehabilitated and resold to home buyers whose household income is
at or below 120% of the AMI.
CURRENT ISSUE:
In order to facilitate the acquisition of these properties and lessen any potential liability related to direct
ownership of these homes, the Agency recommends acquiring an existing non-profit housing corporation
from the City of Pomona, California ("Pomona"). Formed in February 2005, the Global Mobilehome
Park Corporation ("Global") was intended to be used by Pomona for the purchase of mobilehome parks
within that city. However, the program was not initiated and the corporation has not taken any action
other than formation activities. The corporation has no existing liabilities or assets. The proposed
purchase price of Global is $5,000. This amount is approximately equal to the amount paid by Pomona
that was necessary to have an attorney establish the corporation by the creation of articles of
incorporation, bylaws, notices, resolutions and minutes of the first meeting, preparation and filing of
Form 1023 with the Internal Revenue Service ("IRS") and the provision offollow-up data with the IRS to
obtain tax exempt status for the corporation under Internal Revenue Code Section 501(c)(3).
The determination letter from the IRS granted non-profit status to Global based upon the corporation's
purpose of "lessening governmental burdens." Corporations which are granted non-profit status based
upon this purpose are usually closely related to the governmental entity which formed the corporation.
The proposed uses of the Agency are consistent with the purposes established under the IRS
determination letter as the Agency intends to use its NSP grant funds to purchase foreclosed homes,
rehabilitate and resell them. Typically, corporations of this kind are created to insulate governmental
P:\AgendasIComm Dev Comrnission\CDC 2009\05-04-09 Global Mobilehome Park - Purchase and Sale Agreementdoc
COMMISSION MEETING AGENDA
Meeting Date: 05/04/2009
Agenda Item Number: Il~t)
Economic Development Agency Staff Report
Global Mobilehome Park Corporation
Page 2
entities from litigation and publicity associated with certain activities of the governmental entity. This too
is consistent with the reasoning for having such a nonprofit corporation hold title to the properties within
the Agency's NSP acquisition, rehabilitation and resale component.
Actions necessary to commence the operations of Global include reinstating the corporation with the
California Secretary of State. This requires a letter from the IRS stating that the corporation's non-profit
status remains in effect and payment of a $20 fee. The name of the corporation and the purposes will be
changed by the filing of an Amendment to the Articles of Incorporation. The fee for this filing is $30.
Prior to entering into the Purchase and Sale Agreement these foregoing items will be completed. Pomona
will execute a Purchase and Sale Agreement in which it will assume any liability which existed prior to
the transfer, and the Agency will assume any liability which is incurred after the date of the transfer.
The bylaws will be revised slightly to tailor them to the Agency's purposes and the board members and
officers must be chosen. The Agency recommends a board composition of the following: I) the Agency's
Executive Director; 2) the Agency's Housing and Community Development Director; 3) the Agency's
Administrative Services Director; and 3) two representatives from the community as may be selected by
the other board members.
Should the recommendations be approved, Agency Staff will return with a final confirmation of the board
members, an initial funding threshold and overall acquisition parameters.
ENVIRONMENTAL IMP ACT:
None.
FISCAL IMPACT:
There will be no fiscal impact to the City's General Fund. The activities associated with Global and the
services provided under the Intermediary Services Program will be funded either with NSP funds derived
from HUD or funds from the Agency's tax increment housing set-aside.
RECOMMENDATION:
That the Community Development Commission adopt the attached Resolution.
P\Agendas\Comm Dev Commission\CDC 2009\05-04-09 Global Mobilehome Park - Purchase and Sale Agreement.doc
COMMISSION MEETING AGENDA
Meeting Date: 05/04/2009
Agenda Item Number: ~)
1
2
3
RESOLUTION NO.
(C (Q) [P\
5
6
7
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 MOBILE HOME
PARK CORPORATION, A NON-PROFIT CORPORATION
4
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;
11 and
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";
21 and
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
P:\Ag(ndas\Reso\utions\Resolutions\2009\05-04-09 Global Mobilel1ome - Purchase and Sale Agreement CDC Reso doc
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:
11
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 ofthe 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.
Official Action. The Interim Executive Director, Agency Counsel and any
21
Section 2.
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
2
P\Agendas\Resolulions\Resolutions\2009\05_04"09 Global Mobilehome - Purchase and Sale Agreement CDC Reso.doc
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. This Resolution shall take effect from and after its date of
8 adoption by this Commission.
9 /1/
10 /1/
11 /1/
12 //1
13 /1/
14 /1/
15 /1/
16 1//
17 1//
18 //1
19 1//
20 //1
21 1//
22 1//
23 1//
24 1//
25 1//
26 1//
27 1//
28
3
PlAgendas\Resolulions\Resolulions\2009\05-0-l-09 Global Mobilehome - Purchase and SaJe Agreement CDC Reso doc
1
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
2
3
4
5
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
meeting
8 thereof, held on the day of
9 Commission Members: Aves
10 ESTRADA
11 BAXTER
12 BRINKER
13 SHORETT
14 KELLEY
15 JOHNSON
16 MC CAMMACK
17
18
, 2009, by the following vote to wit:
Abstain
Absent
Navs
Secretary
19
20 2009.
21
The foregoing Resolution is hereby approved this
day of
22
23
Patrick J. Morris, Chairperson
Community Development Commission
of the City of San Bernardino
24
Approved as to Form:
25
t~
Agency unsel
26
27
By:
28
4
P:\Agendas\Resolutions\Rewlulions\2009\05-04-09 Global Mobilehome - Purcha.sc and Sale Agr<<meJlI CDC Reso.ooc
1
2
3
4
5
EXHIBIT "A"
PURCHASE AND SALE AGREEMENT
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
5.
P\Agendas\Rewllltion,\ResolutiOns'1009\05.04-09 Global Mobilehome - Purchase and Sale Agreement CDC Reso.doc
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 non-profit 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, the Seller is the legal owner of the Global Mobilehome Park Corporation
("Corporation"), a non-profit public benefit corporation organized under the Non-profit Public
Benefit Corporation Law, and at this time desires to sell said Corporation to Buyer; and
WHEREAS, the Seller formed the Corporation in February, 2005, for use by the Seller in a
program focused on the purchase of mobile home 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 501(c)(3) of the Internal Revenue Code; and
WHEREAS, the Seller has represented to the Buyer that the Corporation has not conducted
business, and thus has not incurred any liabilities and the Seller further represents and agrees that
any liabilities incurred prior to Closing (as herein defined), if any, shall remain the responsibility of
the Seller; and
WHEREAS, the Buyer desires to purchase the Corporation in order to promote economic
development within the City of San Bernardino, California (the "City"); and
WHEREAS, the Buyer agrees that after Closing all obligations and liabilities of the
Corporation shall be the responsibility of the Buyer.
NOW, THEREFORE, the Seller and the Buyer agree that the foregoing recitals are true and
correct and accordingly, they agree as follows:
Section 1. Description ofthe Corporation and Closine. Seller hereby agrees to sell to
the Buyer, and the Buyer hereby agrees to purchase from the 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: (I) all parties hereto have executed
this Agreement; (2) the Buyer has transferred a total of$5,000 to the Seller; and (3) this Agreement
1
P:\Agend.as\A8cnda Atta~hmenU\Agenda AnadunenlS\Agenda ArachmenulAgnnts-Amend 2009\05-04..09 Global Mobilehome Park I"ur~has<: lUld Sale Agmt doc
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 the 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 the 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 the Seller
(I) the Seller has the authority to execute this Agreement and sell the Corporation to
the Buyer.
(2) the Seller shall make available to the Buyer, to the extent available to the Seller
or in the 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 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 the Closing and the Seller shall
indemnifY and defend the Buyer against any such claims; provided that the 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.
(b)
Representations of the Buver
(I) the Buyer has the authority to execute this Agreement and purchase the
Corporation from the Seller.
(2) the 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 the Buyer shall
indemnifY and defend the Seller against any such claims; provided that the 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.
(I). Entire Agreement. This Agreement contains the entire agreement between the Buyer
and the 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
2
P\Agendas\Agenda Anaclunenls\Agenda Attachments'Agenda Attachrnentsl.l."grmts-Amend 2009\05-04-0<) Global Mobilehome Puk Purchase and Sale ~ml ,doc
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. The
Buyer and the Seller do not intend to confer any benefit hereunder on any person, firm, corporation
or entity, other than the Buyer and the Seller and their successors and assigns.
(2) Counterparts. 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.
(3) 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 the Buyer:
To the Seller:
With a Copy to:
Redevelopment Agency of the City of San Bernardino
201 North "E" Street, Suite 301
San Bernardino, California 92401
Attn.: Emil A. Marzullo, Interim Executive Director
Phone: (909) 663-1044
Fax: (909) 888-9413
Redevelopment Agency ofthe City of Pomona
505 South Garey Avenue
Pomona, California 91769
Attn.: Development Director
Phone: (909)620-2410
Fax: (909)620-3711
Lewis Brisbois Bisgaard & Smith LLP
650 East Hospitality Lane, Suite 600
San Bernardino, California 92408
Attn.: Alexis Crump
Phone: (909) 387-1130
Fax: (909) 387-1138
3
J' A.!;endas"Agenda Anachments\A.genda Anachmenls\Agenda Anachments\Agrmts-Amend 2009.05-U4.O<; Global !,>Iobilehome Park Purchase and Sale Agml doc
IN WITNESS WHEREOF, the parties hereto execute this Agreement as of the dates set forth
below.
BUYER
Redevelopment Agency of the City of San Bernardino,
a public body. corporate and politic
Date:
By:
Emil A. Marzullo, Interim Executive Director
ATTEST:
By:
Secretary
Approved as to Form and Legal Content:
By:~k
Agen y ~sel
SELLER
Redevelopment Agency of the City of Pomona,
a public body, corporate and politic .
Date:
By:
ATTEST:
By:
Secretary
Approved as to Form and Content:
By:
Agency Counsel
,
,
P\Agendas\Agenda Anachmentsl.Agenda Al1achmenl5'Agenda AtlachmcntsAI!,"'''.~!''enJ :.jljy,'JS.!j-.l_U'i Glubl \jobilchome Park Purchase and Sale Agml,doc