HomeMy WebLinkAboutResolution No. 18-7836-Approving an Operating Covenant Agreement w-Giant Inland Empire R.V. Center, Inc.A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DOWNEY
APPROVING •
INLAND EMPIRE R.V. CENTER, INC.
WHEREAS, the City of Downey ("City") is a municipal corporation and chartered city
duly created and existing under the California Constitution; and
WHEREAS, the City wishes tosupportand encourage economic development and
business development and retention in the community, including the generation of municipal
revenues to provide necessary public services and facilities; and
WHEREAS, Giant Inland Empire R.V. Center, Inc., a California Corporation doing
business as Giant RV ("Giant RV") opened a new recreational vehicle dealership located at
11111 Florence Boulevard in the City of Downey, County of Los Angeles, California
("Dealership"); and
WHEREAS, the City seeks to expand economic development opportunities in the City of
Downey in an effort to increase jobs, property tax, sales tax and all of the other benefits
associated with additional economic development activity and new projects. Further, promoting
economic development within the City is a municipal affair and serves the public purposes of
preserving and expanding opportunities for gainful employment and preventing deterioration of
the urban landscape; and
WHEREAS, the development of the new dealership will provide significant public
benefits to the City, as the continued receipt of local sales tax revenues by the City from such
activities represents a significant source of public revenue for the City that may be used for the
funding of necessary public services and facilities,_ including public safety services and facilities;
and
WHEREAS, the contractual obligations to continuously operate the new dealership
within the City serves the additional public purpose of fostering -a business and civic
environment that may attract additional businesses and investment into the community, due to
the availability of increased public and private services and economic activity resulting
therefrom; and
WHEREAS, the City, in consideration of the local sales tax revenues, property taxes,
employment benefits, and other tangible and intangible benefits that are expected to be
received by the City arising from the continued operation of the new dealership within the City,
desires to provide certain sales tax rebate payments to Giant RV as an incentive for creating
and operating a new dealership within the City; and
WHEREAS, City staff and Giant RV have negotiated an Operating Covenant
Agreement, attached hereto as Exhibit "A" and incorporated herein by reference ("Agreement"),
a copy of which isonfile with the City Clerkandavailable to the public for inspection during
regular business hours of the City, to, among other things, provide for the development and
continued operation of the new dealership within the City; and
WHEREAS, City conducted an analysis in accordance with the requirements of
Government Code section 53083. The results of that analysis are presented in a report entitled
"Giant RV Section 53083 Report" (the "Report"), which sets forth the details of the economic
development subsidy contained within the Agreement, as well as the net tax revenue expected
to accrue to the City and the net number of jobs to be created as a result of the economic
development subsidy. -A copy of the Report is available in the Office of the City Clerk of the City
and on the City's website at www.downeyca.org, under the "City News" tab; and
RESOLVENOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DOWNEY DOES
HEREBY • •
SECTION 1. Recitals. The City Council finds and determines that the foregoing
recitals of fact are true and correct.
SECTION 2. CEQA -Compliance. City Staff has reviewed the proposed use for
compliance with the California Environmental Quality Act (CEQA). Upon completion of this
review, it had been determined that the project is categorically exempt from CEQA, pursuant to
Guideline Section No. 15301 (Class 1, Existing Facilities). Categorical Exemptions apply to
projects that have been determined not to have a significant effect on the environment and have
been exempted from the requirements of the CEQA. Class 1 exemptions consists of projects
that involve no or negligible expansion of the existing building or use. Inasmuch as the
applicant is occupying an existing tenant space within the building, staff feels that this request
qualifies for this exemption.
SECTION 3. Findings. The City Council finds and determines that: (a) there are
identifiable public purposes fulfilled by the Agreement, as set forth in the recitals; (b) the public
purposes set forth in the recitals outweigh any private benefit to private persons; (c) the findings
set forth in this Resolution are based upon substantial written and oral evidence presented to
the City Council; and (d) the Agreement is authorized by law and constitutes a valid and binding
agreement between the City and Giant RV.
SECTION 4. Approval. The City Council hereby approves the Agreement and
authorizes the Mayor to execute the Agreement together with such non -substantive changes
and amendments as may be approved by the City Manager and the City Attorney. The City
Manager is further authorized to take any action and execute any and all necessary documents
to implement the Agreement.
SECTION 5. Effective Date. The Mayor shall sign this Resolution and the City Clerk
shall attest thereto, and this Resolution shall thereafter take effect immediately in accordance
with applicable law.
APPROVED AND ADOPTED this 14th day of August, 2018.
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AIS ASHI`ON, Mayor
ATTEST:
4AL& LICIA DUARTE, CIVIC
City Clerk
HEREBY CERTIFY that the foregoing Resolution was adopted by the City Council of
the City of Downey at a regular meeting held on the 14th day of August, 2018 by the following
vote, to wit:
AYES: Council Members: Pacheco, Rodriguez, Mayor Ashton
NOES: Council Member: None.
ABSENT: Council Member: Saab
ABSTAIN; Council Member: Vasquez
4AAA�LICIAAUARTE, C
City Clerk
RESOLUTION NO.
PAGE 4
DOWNEY NISSAN
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OPERATING COVENANT AGREEMENT
by between
CaliforniaGIANT INLAND EMPIRE RV CENTER, INC.
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1-. PARTIES AND DATE .............................................. ....
1
1.1
Date of Agreement ............................................ .... ........ ...w......,,...... ..,....,....,..,w
l
1.2
Parties to Agreement ........................................... .........................: .................
1
2. RECITALS.....,- .. ............ .......... ....................... ..
1
3. SPECIAL TERMS ............................................................._...,..,...................., .......,
2
3.1
The Property ..................... ....... ................. :.............. .
2
3.2
Scope of Development .......................... ........ ....... . ...
2
3.3
Schedule of Performance .........
3
4. STANDARD TERMS .........— ................, ...,,... ....................... .......... .............. ,........
3
4.1
City's Consideration for Operating Conditions ................ , :...... --- .................
3
4.2
Owner to Defend this Agreement ...................... ......................
4
4.3
Owner Indemnification and Defense of the City .. ..... :.... .... ........ .... .............
5
4.4
Governmental Permits and Compliance With Laws ............. ............ .:...................
6
4.5
Obligation to Refrain from Discrimination .......... ....._.................... ..,.,...;,,.,. —
6
4.6
Rights of Access ........................................ .........
6
4.7
Prohibition Against Tr ..
ansfer......,..
6
4.8
Uses ...........................................
7
4.9
Specific Performance..........................................................
7
4.10
Notices and Demands ............................ ......... .......
7
4.11
Nonliability of City Officials and Employees ........ .......:..... .............
7
4.12
Time Deadlines Critical; Extensions and Delays .................:.......... .t.,...,.........
$
4.13
Attorney's Fees ........................................
4.14
Real Estate Commissions ........................................................
8
4.15
Submission of Documents and Other Actions for Approval .......... .................,
8
4.16
Amendments ents to this Agreement ........................... ......... , ,
8
4.17
Counterpart Originals; Integration ................... ....
8
4.18
No Waiver ...
8
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Ll Date of Agreement. This Agreement is made and entered into effective . 201 .1
1.2 Parties to Agreement.
1.2.1 The City. The City is a California charter city and municipal corporation,
exercising governmental functions and powers. The address of the City is:
City of Downey
I I I I I Brookshire Avenue
Downey, CA 90241
Attention: City Manager
1.2.2 The Owner. The Owner is Giant Inland Empire RV Center, a Californi
corporation. The address of the Owner for the purposes of this Agreement
9150 Benson Avenue
Montclair, CA 91763
Attention: Bob Barouti/Mike Murphy
Owner represents and warrants to the City: that the individuals executing this Agreement
are authorized to execute this Agreement on behalf of the Owner, and the Owner has taken all
action required by law to approve the execution of this Agreement.
All of the terms and conditions of this Agreement shall be binding on and shall inure to
the benefit of the Owner and its permitted nominees, successors and assigns. Wherever the term
"Owner" is used herein, such to shall include any permitted nominee, assignee or successor of
the Owner.
REENFITIMPIM
2.1 The State Legislature has declared its intent (SB 470, Wright, 2013), to promote
economic development on a local level so that communities can enact local strategies to increase
jobs, create economic opportunity, and generate tax revenue for all levels of government; give
local governments tools, at no cost to the state, that allow local governments to use their funds in
a manner that promotes economic opportunity; and with the loss of redevelopment funds, cities
need to continue certain powers afforded to redevelopment agencies that were critical to
economic development, yet do not have an impact on schools and the state budget.
2.2 It is further declared to be the policy of the State to protect and promote the sound
development of economic opportunity in cities and counties and the general welfare of the
inhabitants of those communities through the employment of all appropriate means.
2.3 City seeks to expand economic development opportunities in the City of Downey
in an effort to increase jobs, property tax, sales tax and all of the other benefits associated with
additional economic development activity and new projects. Promoting economic development
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2.4 Owner seeks to establish within the City a viable, productive commercial business
that will produce jobs, sales tax revenue and other tangible and intangible economic benefits
contributing to the well-being of the community and spurring further economic growth and
activity in an area of the City that needs such growth and development.
2.5 The Parties' performance of this Agreement will, among other things: (1) increase
the productive use of land, foster orderly growth and economic development in the City; (2)
strengthen City's economic base by providing a means of expanding sales tax revenues and
existing jobs and providing the opportunity to increase its sales tax base and employment
opportunities; and (3) increase property tax revenues, resulting in fiscal benefits to City.
2.6 City finds that the public benefits that are to be received by the City through this
Agreement are designed, and have a reasonable likelihood, to promote the general and economic
welfare of the City of Downey.
2.7 City conducted an analysis in accordance with the requirements of Government
Code section 53083. The results of that analysis are presented in a report entitled "Downey
Giant RV Section 53083 Report" (the "Report"), which sets forth the details of the economic
development subsidy contained within this Agreement, as well as the net tax revenue expected to
accrue to the City and the net number of jobs to be created as a result of the economic
development subsidy. A copy of the Report is available in the Office of the City Clerk of the
City and on the City's website at www.downeyca.org, under the "City News" tab.
2.8 The Parties intend that performance of this Agreement will not violate either
Sections 53084 or 53084.5 of the California Government Code, in that the economic incentives
offered herein are not being offered in exchange for Owner's relocation of the dealership; rather,
Owner will open a new dealership in the City. Further, Owner's establishment of the RV
dealership will not divert sales tax revenue from another local agency as defined in Section
53084.5.
2.9 The qualifications and identity of the Owner are of particular concern to the City,
and it is because of such qualifications and identity that the City has entered into this Agreement
with the Owner, No volunanvA or involuntarp s shall apuire anvi-
rights or powers under this Agreement except as expressly set forth herein. The Owner may not
assign or transfer all or any part of this Agreement or its leasehold interest in the Property except
as set forth in Section 4.7 of this Agreement.
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3.1 The Property. The Property is located within the City and is shown o t e ma
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and is more particularly designated in Exhibit A. The Property is comprised of approximatel
9.71 acres, which are owned by a private third party, and which are being leased by the Own
for a period of at least 15 years.
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3.2 Scope of Development. The Property shall be developed in accordance with the
terms of this Agreement and more specifically the following:
3.2.1 Owner shall develop and open a new recreational vehicle dealership on the
Property.Owner agrees to use the Property only for the operation of this new dealership, and
shall use its best efforts in a commercially reasonable fashion to ensure the dealership which
shall annually generates not less than $180,000 of sales tax revenues to the City, attributable to
Property ("Operation") for a period of seven (7) years commencing from the effective date of this
Agreement ("Operating Period"). ,
3.2.2 Owner shall use good faith efforts in a commercially reasonable fashion to
create and maintain new employment jobs at the RV dealership ("New Jobs") as follows:
(a) On or before the end of the first year of the Operating Period, the
?nd maintained a total of not less than fifty-five (55) new Full -Time Equivalent Employment
F�ositi,&-fls.
(b) Owner shall maintain not less than fifty-five (55) Full -Time
Equivalent Employment Positions from and during the start of the second year through the end
of the Operating Period.
3.2.3 The conditions to use the Property only for operation of a recreational
vehicle dealership which generates at least $180,000 annually in sales tax revenues to the Cit
n -Time Equivalent Emplo ent Positions, as hereinabove
and to create and maintai the Full YM
stated, shall be together defined as the "Operating Conditions."
3.2.4 For purposes of this Agreement, "Full -Time Equivalent Employment
Positions" is defined as total annual hours worked (including credit for vacation, sick leave, and
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(2
1'1 hours) worked in a full-time j ob.
3.2.5 Owner shall use commercially reasonable good faith efforts to utilize the
services of the City for referrals of applicants to fill any such New Jobs. The City's job referral
program will consist of a partnership with the City's job referral resources such as the Downey
Unified School District Regional Occupational Program, Southeast Los Angeles County
Workforce Development Board, and other appropriate community based organizations and job
placement entities. When applicants are equally qualified, hiring preference will be given to
residents of the City, provided that such hiring preference is in conforinance with all applicable
laws.
3.4 City and Owner acknowledge and agree that this Agreement in no way violates
either Sections 53084 or 53084.5 of the California Government Code, in that the economic
incentives offered herein are not being offered in exchange for Owner's relocation of the
dealership; rather, Owner will open a new dealership in the City. Further, Owner's
establishment of the RV dealership will not divert sales tax revenue from another local agency as
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65186.00003\31102692,2
3.5 Incorporation of Recitals. The Recitals set forth in subsections 2.1 through 2.9.
inclusive, are hereby incorporated into this Agreement as though set forth fully herein.
3.6 Termination of City's Obligations to Pay and Owner's Obligations Hereunder.
City's obligations under Sections 4 ' I and 4. 1.1 of this Agreement shall terminate upon the
seventh (7th) anniversary of the Commencement Date, while Owner's obligations under this
Agreement shall terminate upon the end or ten-nination of Owner's leasehold interest in the
Property.
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twenty-six percent of sales tax revenue received by City, up to a total amount not to exceed
$72,000 per year, for a period not to exceed 7 years, and provided that Owner's business
generates at least $180,000 in sales tax revenue each year, and subject to performance of all
conditions in Section 3.2, above, and upon the following conditions:
4.1.1 City shall be obligated to pay to Owner up to, but not to exceed, the total
sum of Five Hundred and Four Thousand Dollars ($504,000) until the seventh (7th) anniversary
of the Commencement Date, provided Owner has created the new Full -Time Equivalent
Employment Positions related to the Operations as provided in Section 3.2, above, on the
following terms and conditions:
(a) Commencing after the date that gross taxable sales at the Property
equals or exceeds $18,000,000 ("Commencement Date"), the City shall retain for payment to the
Owner, a prorata percentage of the sales tax revenues attributable to and received by the City
from the Property which exceeds $180,000 annually (referred to herein as the "Available
Incremental Revenues") as follows: 26% to Owner, 74% to City, up to $72,000 per year.
For purposes of this Agreement, Available Incremental Revenues means that amount of sales tax
revenues received by the City that are: (i) generated by the Operations from and after the date of
the issuance of the Certificate of Occupancy; (ii) attributable to the Property; (iii) in excess of the
total annual sales tax revenues received by the City in excess of $180,000 in any year; and (iv)
apportioned as provided in the schedule above.
(b) On or after the anniversary date of issuance of Certificate of
Occupancy of each calendar year, the City shall pay to the Owner the amount of the Available
Incremental Revenues for the immediately preceding twelve (12) months. The City shall have no
obligation to make such payment in the event there are no Available Incremental Revenues i.e.,
sales tax revenues attributable to and received by the City from the Property do not equal or are
less than $180,000 in the preceding year.
(c) Notwithstanding any provision to the contrary in this Agreement,
the City's obligation pursuant to this Section 4. 1. 1 shall cease at the end of the City's payment of
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65186.00003\31102692,2
Owner's portion of the "sales tax revenue, if any is owed, for the seventh (7th) year from the
Commencement Date.
• 1,, • •.• • ••• ••
SECTIONI RELATIVE TO THE WAIVER ' • RELEASE CONTAINED
SECTION . 1 • •
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BY INITIALING BELOW, THE OWNER KNOWINGLY AND VOLUNTARILY WAIVES
THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542 SOLELY IN
CONNECTION WITH THE WAIVERS AND RELEASES OF THIS SECTION 4.2:
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Owner's Initials
4.3 Owner Indemnification and Defense of The Cit]
4.3.1 In addition to any other specific indemnification or defense obligations of
the Owner set forth in this Agreement and to the fullest extent permitted by law, the Owner
agrees to indemnify, defend (upon written request by the City and with counsel reasonably
acceptable to the City) and hold harmless each and all of the City Parties from and against all
Claims, as defined in subsection (b), below, that are in any manner directly or indirectly caused,
occasioned or contributed to in whole or in part by:
(a) Any act, omission, fault or negligence, whether active or passive,
of the Owner or the Owner's agents- em%lopees- indewendent 7��
tier, relating in any manner to this Agreement, any work to be performed by any such person
related to this Agreement, the Property, or the Personal Property; or
(b) Any authority or obligation exercised or undertaken by the Owner
under this Agreement; or
(c) Any breach or default in performance of any obligation of the
Owner under this Agreement.
4.3.2 Definition of "Claims." For purposes of is Agreement, "Cla ms" means
any and all claims, losses, costs, damages, expenses, liabilities, liens, actions , causes of action
(whether in tort or contract, at law or in equity, or otherwise), charges, awards, assessments,
fines, and penalties of any kind (including consultant and expert expenses, court costs, and
reasonable attorneys' fees of counsel retained by the City Parties, expert fees, costs of staff time
and investigation costs, of whatever kind or nature), and judgments, including, but not limited t
Claims for: (1) injury to any person (including death at any time resulting from that injury); (2)
loss of, injury or damage to, or destruction of property (including all loss of use resulting from
that loss, injury, damage, or destruction) regardless of where located, including the property of
the City Parties; (3) any workers' compensation; (4) goods or services provided to the Owner or
t e Property, and (5) all economic losses and consequential or resulting damage of any kind. I
4.3.3 Strict Liability. The indemnification obligation of the Owner shall apply
i"ardless of whether kLy:§1;�,AC!J
on one or more of the City Parties. The indemnification obligations of the Owner shall not apply
to the extent that a final judgment of a court of competent jurisdiction establishes that a Claim
against a City Party was proximately caused by the negligence or willful misconduct of that City
Party. In such event, however, the Owner's indemnification obligations to all other City Parties
shall be unaffected.
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65186.00003\31102692.2
4.4 Governmental Permits and Compliance with Laws. Before commencement of
construction or development of any buildings, structures or other work of improvement upon the
Property, the Owner shall at its own expense secure or cause to be secured any and all permits or
approvals which may be required by or from the City or any other governmental agency. T e
City shall provide reasonable assistance to the Owner in securing these permits or approvals. The
Owner shall carry • the construction • the Project • offlsite improvements) in
conformity with all applicable laws, including all applicable federal and state labor laws and
safety standards.
4.5 Obligation to Refrain from Discrimination. The Owner agrees for itself, its
�-uffd-wjming under or through them to the Proicertil or anw-art
thereof, that there shall be no discrimination .•. • segregation of any person • group •
persons • • • race, color, creed, religion, sex, marital status, ancestry • national origin
in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor
shall the Owner, itself, • any person claiming under • through it, establish • permit any such
practice or practices of discrimination or segregation with reference to the selection, location,
number, use or occupancy of tenants, lessees, subtenants, or sublessees of the Property.
4.6 Rights of Access. For the purpose of assuring compliance with this Agreement,
representatives • the City and the City shall have reasonable right of access to the Property
•, charge.
4.7 Prohibition Against Transfer. The Owner acknowledges that the qualifications
and identity of the Owner are of particular importance to the City and that a transfer of more than
1'%• e • stock • Owner • Transfer") is for all practical purposes a transfer or
disposition • the responsibilities • the Owner with respect to this Agreement and the Pr•r-
• -
peoreany Majority Transfer is • allowed pursuant to the written approval • the City,
within the City's reasonable discretion. The Owner further acknowledges that the City has relied
• is relying • the specific qualifications and identity • the Owner in entering into this
Agreement with the Owner and, as a consequence, transfers are permitted only as expressly
provided in this Agreement. Notwithstanding the foregoing, a Majority Transfer is permitted
without the City's approval so long as such transfer is: (i) to any trust which at the time •
transfer and at all times thereafter is and remains solely for the benefit of the shareholders of
Owner and/or such shareholder's spouse and/or descendants, or (ii) among the shareholders, their
spouses and/or descendants in an intra -family transfer or for the purposes of estate planning.
City's sole remedy for an unauthorized transfer shall be to terminate this Agreement.
4.8 Uses. The Owner .• for itself, its successors, its assigns and every successoil
�in intArest to W thereof thatduring construction and thereafter for the tern
• Owner's leasehold interest in the Property, the • its successors and • shall
devote Owner's use • the Property to the uses specified in the Specific • and the City •
Downey General Plan and Zoning Ordinance, this Agreement, and any permits which may be
required. I
-i agrees that, during the term • Owner's leasehOld interest in the
Property, neither it nor its assigns or successors in interest to the Property or the Agreement shall
use or otherwise sell, transfer, convey, assign, lease, leaseback or hypothecate Owner's use of
7
65186,00003\31102692.2
the Property or any portion thereof to any e i y or party or any use at is p ia y or
exempt from the payment of real property taxes, or which would cause the exemption of the
payment of all or any portion of such real property taxes.
4.9 Specific Performance. If the Owner or the City defaults under any of the
provisions of this Agreement, the nondefaulting party shall serve written notice of such default
upon the defaulting party. If the default is not cured by the defaulting party within thirty (30)
days of service of the notice of default, the nondefaulting party, at its option, and in addition to
all other legal or equitable remedies available to it, may institute an action for specific
performance of the terms of this Agreement, except as may be otherwise expressly provided
herein.
4.10 Notices and Demands. All notices or other communications required or permitted
hereunder shall be in writing, and may be personally delivered or sent by United States registered
or certified mail, postage prepaid, return receipt requested, addressed to parties at the addresses
provided in Section 1.2, subject to the right of either party to designate a different address for
itself by notice similarly given. Any notice so given by registered or certified United States mail
shall be deemed to have been given on the second business day after the same is deposited in the
United States mail. Any notice not so given by registered or certified mail shall be deemed given
upon receipt of the same by the party to whom the notice is given.
4.11 Nonliability of City Officials and Employees. No councilmember, official,
consultant Or employee of the City shall be personally liable to the Owner, or any successor in
interest, in the event of any default or breach by the City or for any amount which may become
due to the Owner or to its successor, or on any obligations arising under this Agreement.
4.12 Time Deadlines Critical, Extensions and Delays. Time is of the essence of this
Agreement. In addition to s, rovisions of this Agreement. neitherAcar4p hereunder shall be
deemed to be in default where delays or defaults are due to war; insurrection; strikes; lockouts;
riots; floods; earthquakes; fires; acts of God; acts of a public enemy; epidemics; quarantine
restrictions, _and_L-Uht embargoes. However-. deadlines for Goerformance map not be extended as
provided above due to any inability of the Owner to obtain financing for the construction of the
Proj ect.
4.13 Attorney's Fees. If either party brings any action or proceeding against the other
arising out of this Agreement, then as between the Owner and the City, the prevailing party shall
be entitled to recover as an element of its costs of suit, and not as damages, its reasonable
attorney's fees as fixed by the court in such action or proceeding or in a separate action or
proceeding brought to recover such attorney's fees.
4.14 Real Estate Commissions. The City shall not be liable for any real estate
commission, brokerage fees or finders fees which may arise from this Agreement. The City and
the Owner each represent and warrant to the other that it has engaged no broker, agent, or finder
in connection with this transaction.
4.15 Submission of Documents and Other Actions for Approval. Except where such
approval is expressly reserved to the sole discretion of the approving party, all approvals
I
65186.0000313 1102692 2
required hereunder by either party shall not be unreasonably withheld. Any requests for approval
of documents submitted to the City shall contain the following heading in bold type on the first
page of the request:
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4.16 Amendments to This Agreement. The Owner and the City agree to consider
hereto, lending institutions, bond counsel or financial consultants. Any amendments to t e
Agreement must be in writing and signed by the appropriate authorities of both the City an t e
Owner. The Executive Director is authorized to approve and execute minor amendments to is
Agreement including but not limited to the granting of extensions of time to the Owner.
4.17 Counterpart Originals; Integration. This Agreement may be executed in duplicate
originals, each of which is deemed to be an original. This Agreement and its Exhibits represent
the entire understanding of the parties and supersedes all negotiations or previous agreements
between the parties with respect to all or any part of the subject matter hereof.
4.18 No Waiver. Failure to insist on any one occasion upon strict compliance with any
of the ternis or conditions hereof shall not be deemed a waiver of such term or con ition, nor
shall any waiver or relinquishment of any rights or powers hereunder at any one time or more
times be deemed a waiver or relinquishment of such other right or power at any other time or
times.
IN WITNESS WHEREOF, the parties have entered into this Owner (Tenant) Participation
Agreement as of the date first above written.
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STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
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N ho proved k me on the basis of satisfactor
evidence to be the person whose name is/are subscribed to the within instrument an
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and that by his/hef/th-eir signature(s) on the instrument the person(s), or the entity upon behalf
which the person(s) acted, executed the instrument. I
WITNESS my hand and official seal.
Signature
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HFLE SFIFFr GIANT RV 0ONEY p A POFHPBOPN Assoc«
u fl,9A 11111 W.. FLORENCE AVENUE
DO WHEY, CA 90249
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GIANT R. V. DOWNEY �••�• �,�
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