Loading...
16-1115_MISSION VOLKSWAGEN, INC._D13_Agenda ReportTO : FROM : PREPARED BY: DATE : SUBJECT: City of San Juan Capistrano Agenda Report Honorable Mayor and Members of the City Council Ken Siegel, City Manager Charlie View, Project Manage rLL/ November 15, 2016 11/15/2016 013 Modification of Section 13 of the License Agreement for Temporary Vehicle Storage on Lower Rosan Ranch with Imperio Motors LLC (dba Imperio Nissan of San Juan Capistrano) and Komex Motors, LLC (dba Imperio KIA of San Juan Capistrano) to Allow Assignment of the Agreement (APN 121-240-73, 121-253-13 and 15) RECOMMENDATION: By motion, 1. Approve modification of Section 13 of the License Agreement for temporary vehicle storage on Lower Rosan Ranch with Imperio Motors LLC (dba Imperio Nissan of San Juan Capistrano) and Komex Motors, LLC (dba Imperio KIA of San Juan Capistrano) to allow assignment of the agreement (APN 121-240-73, 121-253-13 and 15); and, 2. Authorize the City Manager to execute the Assignment Agreement. EXECUTIVE SUMMARY: On June 16, 2015, the City Council approved a two-year License Agreement (Agreement) with Imperio Motors to allow for temporary vehicle storage on the Lower Rosan Ranch property. On October 10, 2016 Imperio Auto Group notified the City that per Section 2(a) of the Agreement, they were exercising the 90-day termination option. Since this time, the City has received notice that Mission Volkswagen, Inc. (DBA Capistrano VW and Capistrano Mazda) has reached agreement with Imperio Motors to assume the Agreement. As drafted, the Agreement prohibits assignment to another party. The recommended action would authorize the City Manager to approve an assignment of the Agreement from Imperio Motors to Mission Volkswagen. The City Council Agenda Report November 15, 2016 Page 2 of 4 assignment of the Agreement would provide the Mazda and Volkswagen dealerships with critical vehicle storage to allow them to continue their successful business operations in San Juan Capistrano. DISCUSSION/ANALYSIS: In 2007, the City Council approved vehicle storage as a permitted temporary land use on the Lower Rosan Ranch property in support of the San Juan Capistrano-based auto dealerships. On June 16, 2015, the City Council approved a License Agreement (Agreement) with Imperio Nissan and Kia for approximately two (2) acres of the Lower Rosan Ranch property to temporarily store vehicle inventory while they secure more permanent arrangements. The Agreement (Attachment 1) is for a two (2) year term, starting at $1,000 per month per acre ($2,000 per month total) and increasing to $1,750 per month per acre ($3,500 per month total), for a total projected license fee totaling $72,000 over the two (2) year term of the Agreement. Additionally, the Agreement provides for a 90-day termination without cause by any party . On October 10, 2016, Imperio Auto Group notified the City that per Section 2(a) of the Agreement, they were exercising the 90 day termination option. Since this time, the City has received notice that Mission Volkswagen, Inc. (DBA Capistrano VW and Capistrano Mazda) has reached agreement with Imperio Motors to assume the Agreement. Mazda/VW is requesting approval of the assignment to support two significant business activities for the dealerships. Capistrano VW is participating in the nation-wide settlement agreement regarding VW/Audi diesel vehicles, and is required by Volkswagen of America to collect and store vehicles affected by the settlement. San Juan Capistrano Mazda is completing plans for a major remodeling project and will need vehicle storage to accommodate their construction phasing. Section 13 of the Agreement specifically prohibits assignment of the Agreement "either voluntarily or by rule of law". Given the very similar nature of the vehicle storage operations by all the dealerships and the City's interest in the success of our local businesses, staff recommends the City Council approve modification of Section 13 to allow assignment of the Agreement to other dealerships doing business in San Juan Capistrano. This action is consistent with the City Council action in 2007 and the subsequent approval of several License Agreements to accommodate vehicle storage by various dealerships operating in San Juan Capistrano. The assignment agreement would retain all other terms of the original Agreement. FISCAL IMPACT: Under the original terms, the Agreement is expected to generate $72,000 over the two (2) year term of the Agreement. The assignment of the Agreement would provide for the continued receipt of revenue as specified under the original terms. City Council Agenda Report November 15, 2016 Page 3 of 4 The approved Long Range Property Management Plan provides that the City will be required to enter into compensation agreements in the future, which could result in a requirement to share any proceeds generated from the property with other taxing entities. The City is currently investigating its options as it relates to compensation agreements. Therefore, it is recommended that any license fees collected from the proposed License Agreement be set-aside in a City-maintained trust account pending a final determination regarding compensation agreements and any requirement to share proceeds from the property. ENVIRONMENTAL IMPACT : Modification to the License Agreement between the City of San Juan Capistrano and Imperio Motors for the temporary storage of vehicles is not a "project" for purposes of the California Environmental Quality Act (Pub. Resources Code, §§ 21000 et seq.) ("CEQA") and the State CEQA Guidelines (Cal. Code Regs., §§ 15000 et seq.) and is therefore not subject to environmental review. PRIOR CITY COUNCIL REVIEW: • On August 7, 2007, the City Council approved Resolution 07-08-07-08 approving the addition of vehicle storage as a permitted temporary land use within subsection 9-3.553(h) of the San Juan Capistrano Municipal Code. • On September 4, 2007, the former Redevelopment Agency Board of Directors approved a License Agreement for Temporary Vehicle Storage with Superior Auto of SJC, LLC dba, Toyota/Scion of San Juan Capistrano. • On March 4, 2008, the former Redevelopment Agency Board of Directors approved a License Agreement Amendment to require the Licensee to be responsible and accountable for and comply with all terms and provisions of the County Property Encroachment Permit required to access the property. • On February 2, 2010, the former Redevelopment Agency Board of Directors approved a Second Amendment to the License Agreement reducing the license fee from $2,000 per acre per month, down to $1,000 per acre per month. • On February 15, 2011, the former Redevelopment Agency Board of Directors approved two (2) License Agreements for temporary vehicle storage with TCAG, Inc. (Tuttle-Click's Capistrano Ford) and Hogan SRK, dba Capistrano Toyota- Scion for a license fee of $1,000 per acre per month. • On June 16, 2015, the City Council approved a License Agreement for temporary vehicle storage on Lower Rosan Ranch with Imperio Motors for Imperio Nissan and Imperio Kia of San Juan Capistrano. City Council Agenda Report November 15, 2016 Page 4 of 4 • On, August 18, 2015, the City Council approved a License Agreement for temporary vehicle storage on Lower Rosan Ranch with Courtesy Auto Group of Orange County, Inc. COMMISSION/COMMITTEE/BOARD REVIEW AND RECOMMENDATIONS : • On November 13, 2007, the Planning Commission approved PC Resolution 07 - 11-13-2 approving Temporary Use Permit 07-008 authorizing the development and operation of a temporary vehicle storage facility on the Lower Rosan Ranch property. NOTIFICATION : Imperio Auto Group Mission Volkswagen ATTACHMEN T (S ): Attachment 1 -License Agreement Attachment 2-Notice of Termination Attachment 3-Request to Assign Agreement LICENSE AGREEMENT FOR TEMPORARY VEHICLE STORAGE THIS LICENSE AGREEMENT ("Agreement") is made and entered into as of June __ , 2015, by and between the City of San Juan Capistrano, a California municipal corporation ("Licensor"), Imperio Motors, LLC dba Imperio Nissan of San Juan Capistrano, ("Nissan Licensee") and Komex Motors, LLC dba Imperio KIA of San Juan Capistrano ("Kia Licensee" and, together with the Nissan Licensee, the "Licensees"). The City and Licensees are sometimes referred to together herein as the "Parties." WITNESSETH WHEREAS, Licensor is the owner of certain unimproved real property located between the Orange County Transpmtation Authority railroad tracks and the Orange County flood control channel and north of Stonehill Drive in the City of San Juan Capistrano, County of Orange, State of California, commonly referred to as APN 121-240-73; 121-253-13, and 121-253-15, hereinafter, ("Lower Rosan Site"); and WHEREAS, Licensees have a need for a temporary storage yard for vehicle inventory; and WHEREAS, Licensees desire to usc portions of the Lower Rosan Site and more particularly described in Exhibit "A" attached hereto and incorporated herein by reference ("Property"), for the temporary storage of inventory for the automobile dealerships operated by Licensees, as described in more detail in Section l(d) below (referred to herein as the "Permitted Activities"); and WHEREAS, Licensor desires to grant Licensees permission to engage in said Permitted Activities upon the Property, subject to Licensees obtaining the Required Approvals described below; and NOW THEREFORE, in consideration of the mutual covenants and obligations of the parties herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: Section 1. Establishment of Licens Provisions. (a) Grant of License. On the te1ms and subject to the conditions set forth in this Agreement, Licensor hereby grants to Licensees and their representatives and agents a non-exclusive, revocable license to enter upon the Property for the sole purpose of conducting the "Permitted Activities" described in Section l(d) below. This Agreement is intended to create a temporary license and shall not be deemed to grant or convey an easement, irrevocable license, lease or fee interest in the Licensor's Property. (b) Planning and La nd Use Entitl ements; Governmental Approvals as Condition Precedent. The use of the property by the Licensees for Pennitted Activities pursuant to this Agreement is subject to Licensees obtaining a Temporary Use Permit and any other applicable land use permits required under the San Juan Capistrano Municipal Code (collectively, "City Approvals"), including compliance with the California Enviromnental Quality Act ("CEQA"), and any other required approvals from federal and state regulatory agencies (together with the City Approvals and ATTACHMENT 1 CEQA compliance, the "Required Approvals"). Licensees shall be solely responsible for any costs associated with the obtaining of required permits and the City's compliance with CEQA. (c) Term of License Agreement. This Agreement shall take effect upon the date of approval first above written and shall terminate two (2) years thereafter, unless earlier terminated as provided in Sections 2(a) or 2(b) below. (d) Permitted Activities. Licensees are authorized to prepare the land to receive and store new vehicle inventory subject to securing all Required Approvals as noted above. Preparation of the site includes, but is not limited to, minor grading for earthen access ramp, creating a level useable 2 acre pad, and proper drainage. Temporary improvements include, but are not limited to, gravel base for inventory parking area and access ramp, security fencing and limited lighting, and minor directional signage for delivery personnel. On-going operational activities are limited to the transport, drop-off and pick -up of new vehicle inventories from 8:00 am to 8:00 pm Monday through Sundays and Federal Holidays. Large transport vehicle drop-off activity on-site shall be limited to the hours between 8:00am to 5:30pm Monday through Saturday only. No transport deliveries shall occur on Sundays or Holidays. Dealership preparation, wash down and/or detailing is not a permitted activity. The use is exclusively limited to the storage of new vehicle inventory; no other use, including storage of used vehicle inventory or storage of vehicles being held for repair or service, is permitted. (e) Consideration/Fee for License. The Licensees shall pay to Licensor a license fee totaling two thousand dollars ($2,000.00) per month fi·om the effective date through November 30, 2015, from December 1, 2015 through May 31, 2016 Licensees shall pay to Licensor a license fee totaling three thousand dollars ($3,000.00) per month, and thereafter totaling three thousand five hundred dollars ($3,500.00) per month through the remaining term of the Agreement which shall be split equally between the Licensees as follows: Nissan KIA Time period Licensee Licensee Total Effective Date through November 30, 2015 $1,000.00 $1,000.00 $2,000.00 December 1, 2015, through May 31,2016 $1,500.00 $1,500.00 $3,000.00 ..... June 1, 2016, through the end of the Agreement $1,750.00 $1,750.00 $3,500.00 Payment shall be made on the first day of each month. Licensees' failure to pay license fee by the 1Oth day of the month will result in a late charge of 10% of the late payment amount. License fee and other payments shall be paid by Licensees to Licensor at Licensor's notice address set forth herein. Section 2. Termination, Default. & Restoration of Land to Original ondition. (a) T rminalion Wilhoul Cause. This Agreement may be terminated by Licensor without cause by giving ninety (90) days written notice to Licensees. Either of the Licensees may terminate its participation in this Agreement without cause by giving ninety (90) days written notice to Licensor. (b) Default and Cure Provisions; Termination For Cause. In addition to the rights described in Section 2(a), Licensor shall have the right to terminate this Agreement immediately upon Licensees' Default. "Default" means the failure of Licensees to perform or violation of any 2 term, condition, covenant or agreement of this Agreement, and the continuation of such failure or violation for a period of ten (1 0) days after Licensor shall have given Licensees written notice specifying the same, or in the case of a situation in which the default cannot reasonably be cured within ten ( 1 0) days, if Licensees shall not promptly, within ten ( 1 0) days after receipt of such notice, commence to remedy the situation by a means that can reasonably be expected to remedy the situation within a reasonable period of time, not to exceed thitiy (30) days from the notice of Default, and diligently pursue the same to completion. In the event of any Default by Licensees, including expiration of any applicable cure period, Licensor may terminate the Agreement and remove Licensees and their property from the Property by any lawful means available in law or equity. (c) Restoration of Land to Original Condition Upon License Termination. Upon termination of the Agreement, Licensees shall be responsible for removing all improvements the Licensees placed upon the land, unless Licensor elects in writing to accept some or all of said improvements. Any improvements accepted by Licensor will be at no cost to Licensor. Licensees shall promptly initiate and exercise due diligence in removing said improvements until all improvements have been removed, which shall be completed within not more than thirty (30) days following termination of this Agreement. (d) E ffect of Termination. Termination of this Agreement shall in no way prejudice any of the rights and remedies available to Licensor at law or in equity, and Licensees acknowledge and agree that all of the obligations and responsibilities of Licensees under this Agreement shall continue and survive such termination. Section 3. Comp liance with Law s . Licensees' rights hereunder shall be conditioned upon, and Licensees shall, at their sole cost and expense, comply with each and every federal, state and local law, regulation, standard, court decision, ordinance, rule, code, order, decree, directive, guideline, permit and permit condition, together with any declaration of covenants, conditions and restrictions that are recorded in any official or public records with respect to the Property or any portion thereof, each as currently existing and as amended, enacted, issued or adopted from time to time, that are applicable to the construction and use of the parking lot on the Property. Nothing herein shall be construed to give Licensees any approvals notmally required under the City's ordinances or local regulations, including the City Approvals. Without limiting the generality of the foregoing, any approvals normally required for any lighting, grading, drainage, or other issues shall be processed by Licensees and City pursuant to City's n01mal procedures and the Municipal Code. Section 4. No Duty to Warn. Licensor has no duty to inspect the Property and no duty to warn Licensees or any person of any other latent or patent defect, condition or risk that might be incurred in entering the Property. Licensees have inspected or will inspect the Property and hereby accept the condition of the Property "AS IS." Licensees acknowledge that neither Licensor nor any employee, agent or representative of Licensor has made representations or warranties concerning the condition of the Property . All persons entering the Property under this Agreement do so at their own risk. 3 Section 5. Permits and Approvals; Standard ofWork. At its sole cost and expense, Licensees shall obtain all Required Approvals required in order to engage in the Permitted Activities. Licensees shall comply, and shall cause their agents and representatives to comply, with all laws, codes, rules, regulations and permits applicable to the Permitted Activities . All Permitted Activities shall be performed in accordance with the highest standards and practices in the industry. Section 6. Indemnification . Licensees shall indemnify, defend, protect and hold the City of San Juan Capistrano and its elected and appointed officials and employees, and any of their agents harmless from and against all claims, causes of action, damages, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys' and consultants' fees and costs) caused by or arising in connection with the Permitted Activities and the entry onto the Property by Licensees and/or their guests, invitees, agents, and representatives . Licensees' indemnification and defense obligations pursuant to the foregoing shall apply to, without limitation : (i) personal injury, property damage and nuisance; (ii) any liens, claims, demands, actions or suits arising from the Pennitted Activities; and (iii) any costs of enforcement of any provision of this Agreement. Section 7. L iability for Damage. With respect to Licensees' rights under this Agreement, Licensees shall be responsible for any damage done to any person, or to the Property or any other property, caused by Licensees, their officers, directors, employees, agents, independent contractors, insurers, lenders, representatives, successors or permitted assigns of Licensees, and the other users. Section 8. Insurance Coverage R equired. Each Licensee shall maintain in effect during the entire term of this Agreement each of the following: A. Comprehensive General Liability Insurance which affords coverage including completed operations and contractual liability, with limits of liability of not less than $2,000,000 per occurrence and $4,000,000 annual aggregate for liability arising out of Licensee performance of this Agreement. The limits shall be provided by either a single primary policy or combination of policies. If limits are provided with excess and/or umbrella coverage the limits combined with the primary will equal the minimum limits set forth above . If written with an aggregate, the aggregate shall be double the each occunence limit. Such insurance shall be endorsed to: (1) Name the City of San Juan Capistrano and its employees, representatives, officers and agents (collectively hereinafter "City and City Personnel") as additional insured for claims arising out of Licensees' perf01mance of this Agreement. (2) Provide that the insurance is primary and non-contributing with any other valid and collectible insurance or self-insurance available to City. A statement on an insurance certificate will not be accepted in lieu of the actual endorsement. 4 B. Automobile Liability Insurance with a limit of liability of not less than $1,000,000 each occunence and $2,000,000 annual aggregate. The limits shall be provided by either a single primary policy or combination of policies. If limits are provided with excess and/or umbrella coverage the limits combined with the primary will equal the minimum limits set above. Such insurance shall include coverage for all "owned," "hired" and "non-owned" vehicles, or coverage for "any auto." Such insurance shall be endorsed to: (1) Name the City and City Personnel as additional insured for claims arising out of Licensee performance of this Agreement. (2) Provide that the insurance is primary and non-contributing with any other valid and collectible insurance or self-insurance available to City. A statement on an insurance certificate will not be accepted in lieu of the actual endorsement. C. Workers' Compensation Insurance in accordance with the Labor Code of California and covering all employees of the Licensee providing any service in the performance of this agreement. Such insurance shall be endorsed to: Waive the insurer's right of Subrogation against the City and City Personnel. A statement on an insurance certificate will not be accepted in lieu of the actual endorsement. D. Evidence of Insurance: Licensee shall provide to City a Certificate(s) of Insurance evidencing such coverage together with copies of the required policy endorsements at least fifteen (15) business days prior to the expiration of any policy. Coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits, non-renewed, or materially changed for any reason, without thirty (30) days prior written notice thereof given by the insurer to City by U.S. mail, or by personal delivery, except for nonpayment of premiums, in which case ten ( 1 0) days prior notice shall be provided. Signed insurance certificates, endorsements and the general liability declaration page must be sent via email from Licensee's insurance broker/agent to the City at mmonis@sanjuancapistrano.org. Certificate Holder: City of San Juan Capistrano, California 32400 Paseo Adelanto San Juan Capistrano, CA 92675 E. Endorsements: A statement on an insurance certificate will not be accepted in lieu of the actual endorsement. Insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. Additional Insured Endorsements shall not: 1. Be limited to "Ongoing Operations" 2. Exclude "Contractual Liability" 3. Restrict coverage to the "Sole" liability of Licensee 4. Contain any other exclusion contrary to the Agreement. 5 F. Acceptability of Insurers. Each policy shall be from a company with current A.M . Best's rating of A VII or higher and authorized to do business in the State of California or approved in writing by the City. Section 9. Liens. Licensees shall not permit to be placed against the Property, or any part thereof, any design professionals', mechanics', materialmen's, contractors' or subcontractors' liens due to Licensee's construction activities thereon or use thereof. Licensees shall indemnify, defend and hold Licensor harmless from all liability for any and all liens, claims and demands, together with the costs of defense and reasonable attorneys' fees, related to same. In addition to and not in limitation of Licensor's other rights and remedies under this Agreement, should Licensees fail either to discharge any lien or claim related to Licensees' construction activities on or use of the Property or to bond for any lien or claim to the reasonable satisfaction of Licensor, or to indemnify, hold harmless and defend Licensor from and against any loss, damage, injury, liability or claim arising out of Licensee use of the Property, then Licensor, at its option, may elect to pay any lien, claim, loss, demand, injury, liability or damages, or settle or discharge any action or satisfy any judgment and all costs, expenses and attorneys' fees incurred in doing so shall be paid to Licensor by Licensees upon written demand, together with interest thereon at the rate of ten percent (1 0%) per annum from the date incurred or paid through and including the date of payment by Licensee. Section 10. Notices . Any notices required to be given under this License Agreement shall be sent to the following parties by either fax transmission or first class mail postage prepaid as follows: To LICENSOR: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Altn: Karen Brust, City Manager Section 11. Entire Agreement. To LICENSEES: Imperio Motors, LLC dba Imperio Nissan of San Juan Capistrano 33633 Camino Capistrano San Juan Capistrano, CA 92675 Attn: Tommy Morgan Komex Motors, LLC dba Imperio KIA of San Juan Capistrano 33011 Camino Capistrano San Juan Capistrano, CA 92675 Attn: Tommy Morgan This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, understandings or agreements relating thereto. 6 Section 12. No Oral Modification. No alteration or variation of this Agreement shall be valid or binding unless made in writing and signed by the parties hereto. Section 13. Assignment. Licensees may not assign any of their rights under this Agreement, either voluntarily or by operation oflaw. Section 14. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of California. Section 15. Authority. Each signatory hereto warrants to the other party its authority to sign on behalf of the party for whom its purports to sign. [Signatures on next page] 7 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date above first written . , \ Attest: j Approved as to Form: LICE~SOR· City ofSan Juan Capistrano, Jj;:;J P "~ Derek Reeve, Mayor LICENSEE: Imperio Motors, LLC dba Imp r io Nissan of San Juan Capistrano r1JrmrJ!J rrpr~ LICENSEE: Kornex Moto1s, LLC 8 Exhibit "A" DESCRIPTION OF PROPERTY UNDER LICENSE Portions of APN 121-240-73; 121-253-13 and 121-253-15 consisting of approximately 4 .0 acres as identified on the attached site plan. A-1 EXHIBIT A -Page 1 of 2 ~ :t: ~ -< ~ , ~ "' ~ "' eASt~~o• M s: CJF nr L'XIfiO <.:}~L.:, :t'.·~_#"":..·=·r~m :-.::,. "";..~.~ ~~~.n~;._ ..... 0 ~""',.wc.r,.:~ -::J:.=~1~A~~·.":r.-•"'w @-~=--:~,::';:i .,'t"",.~"--~"'-" ... ""'111 -1$1-111 "" ~>·· ~.:~ .• ..:L-·•,... ~ _. ...... ~~~~.,.J-~;r .. ·,~:C. «>-~~~= ·--=--: :':'::~"::.. .. W:*-W>. ~-· ·---~ ...... l lJ}~.,.J~,~~~w-_~W,.._.__~I••-G•IIIH •." ~):-1~....-r ... ~.~MWiito(oi.._.._~~~~INt,i'll:tt><<JI"fo;r.. 0-•~~"~~..!,~ .,.::~=:.,.,~'..~ r~ \,~: ... "!..'"*"-'-"'" ""-.. 4----~ ...... -rt.,..llll:otlll'l .... 0 :.:...~: ... ~::.::::1:·=.·::.r; .. ~: .... '7.~ .. •11'"4 (\}-:.~..:~,._~-.... -,.-;.a"::"r!~"-UIO~I'f-..:1 {!) : =t.J~ 'i""'....:t'~ •• ~ ... ':;.'J: 1"0."1-~ ~~~~>£1-J .. ~ &a,t,~t~~,.fiOI __.. u.noiK·-~!II<*IUII .... ~--~Ugr ... ~ ... ._ l!;n"J.•' l"lWIII~ ... , ---~~·i¥1111 ---~ -.. .. -.1.! -, --....... .. --- .z .... ~ ... ~ .... ... I ·-:---'-_::_~~r:-·--i ;r -=~-· --·. ·~ ~ ... ~.LJ - .• • ·-• -:__:_..;~-, I ·~..-.J-.1·-:! ,~.:,. / I I I I I ~I n, ;!I i5 X• ~I I "'ilP'' I I . I -., ,. !f i • il_•r .. : I 1 lo ~~l 'ir!'. ... • ! I " # '/,'' ./I! -•~·-- __ • • . llh • ;,,{' ,.J_ ----· -· • - 1 • ..-·~. ·4 i.J.: .. ,~(.,~ .. t • ..: • ~-.)· • .J \ '.:,. J :",·. , .. · ~· ~ -,." -t\\ ~ . .. ··~··.~· :-~.,..~I! : : /: ~ l : J ·.:.I ) ''/1Yo ••• ':1 , I / .. ,'·.:.~ ·. l :I f I j . I .. I ! ' r·,..-.: i . ' •• ltr' I J ' ! ' I , I -r -, I , .... 11>/10-U 1 I I f j L_ __ _j~------------~~~~----_L_L_ __________________________ ~-~-~-~ ....... ~.~.-~.------ Q) •'-·• ___ ..... ...._ ... ~, ())·--~-ON I' .... "'"' (i)--....... -.................. ,. ..... ..aM ~l)olli!IQI Mltil!..>...l.c:!' I ~ .. _,._.. ~ .. ~'T''*~J:'-IW -----,- li ilL l"l).lll-t1H ~Q ....... ~ '"'"IIM-•t Wlolloo f~C,O.. ] ~~-.......... ,~. -~,.~nt.n!o'~ """"""" -~·~·'-~ ~IUU·o•l .... l)l,_ __,_I>;,,.. ~~ 1®-f] 01 I ·--J.:m.~..-.... w ~ :' ~--·~~~· .. -·-- THOC ~ r~~HU.O IKIOI lltC Wit.CI ..... ~ 01 \ I .:•;,;:;-:; ,_~,, c ~ ~ i (,')~ ~a. ~ ~ ... ~ c.o\i ...,z f )il~ ~"' 11. ;/" I! ~ SIMPERI03 ~ # ~~ IMPERIO AUTO GROUP Corporate Office 32 Auto Center Drive Irvine, CA 92618 City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 October 10, 2016 Telephone: (949) 951-7575 Facsimile: (949) 458-5862 www.imperionissan.com Re: Notice of Termination of License Agreement for Temporary Vehicle Storage for Lower Rosan Site Dear San Juan Capistrano: As you are aware, we are currently engaged in a License Agreement for Temporary Vehicle Storage with the City of San Juan Capistrano for the Lower Rosan Site. Pursuant to Section 2(a) of the Agreement "( e )ither of the Licensees may terminate its participation in this Agreement without cause by giving ninety (90) days written notice to Licensor." Accordingly, this correspondence shall serve as Imperio Nissan and Imperio Kia's formal notice of termination, effective 90 days from the date ofthis correspondence. Please do not hesitate to contact me if you have any questions Sincerely IMPERIO AUTO GROUP Ja~c;; General Counsel IMPERIO NISSAN OF SAN JUAN CAPISTRANO IMPERIO KIA OF SAN JUAN CAPISTRANO IMPERIO NISSAN OF IRVINE IMPERIO NISSAN OF GARDEN GROVE ATTACHMENT 2 From: Jason Cruz [mailto:j cruz @im e ioauto {Q!!g.com ] Sent: Monday, November 07, 2016 12:44 PM To: Charles View Cc: Ben Siegel; Jeff Ballinger; Jacob Green; Miles Brandon Subject: RE: Notice of Termination of License Agreement-Lower Rosan Site Charlie: We originally wanted to terminate the license, but, after discussing the matter with Mr. Brandon, it seems that we would both benefit both us if VW /Mazda took over the license. Accordingly, we are officially asking the City of San Juan Capistrano to assign the license agreement to VW/Mazda. Please let me know if there is any additional you need from us. Jason ATTACHMENT 3