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HomeMy WebLinkAboutAgenda Packet - January 24, 2005 - CCAGENDA SPECIAL MEETING OF THE CITY COUNCIL, AND THE REDEVELOPMENT AGENCY AZUSA LIGHT AND WATER 729 NORTH AZUSA AVENUE 1. PRELIMINARY BUSINESS MONDAY, JANUARY 24, 2005 (TO START IMMEDIATELY FOLLOWING UTILITY BOARD MEETING WHICH BEGINS AT 6:30 PM) • Call to Order • Roll Call 11. PUBLIC PARTICIPATION - Please note that public comments are welcomed by recognition of the Mayor. 111. CONSENT ITEM A. Assignment and Assumption Agreement. Recommendation: Approve Assignment and Assumption Agreement for commercial property located at 124 East Santa Fe, Azusa, CA 91702. ®A III -A. Assignnt Agreerrert.dm IV. AGENDA ITEM A. Workshop on Redevelopment Bond Financing. Recommendation: To conduct workshop. \ TV -A. Redevebpnent Tax 001 V. ADIOURNMENT A. Adjourn "7n campfiance with the Americans with Disabilities Act, ifyou need special assistance to participate in a city meets w, please contact the City Clerk at 626-812-5219. Notification three (3) worlong days prior to the meeting or time when special services are needed will assist staff in assuring that reasonable arrangements can be made to provide access to the meeting " 002 } CONSENT CALENDAR TO: HONORABLE CHAIRPERSON AND MEMBERS OF THE AZUSA UTILITY BOARD AND THE CITY OF AZUSA REDEVELOPMENT AGENCY FROM: SHARON HIGHTOWER, DIRECTOR. ECONOMIC/COMMUNITY DEVELOPMENT VIA: JOSEPH F. HSU, EXECUTIVE DIRECTOR DATE: JANUARY 24, 2005 SUBJECT: REQUEST TO APPROVE THE ASSIGNMENT AND ASSUMPTION AGREEMENT FOR THE COMMERCIAL PROPERTY LOCATED AT 124 E. SANTA FE RECOMMENDATION It is recommended that the Utility Board/Agency Board approve the Assignment and Assumption Agreement for the Commercial Property located at 124 E. Santa Fe. BACKGROUND On July 3, 2001, the Board of Directors approved a Seismic Loan Agreement between the City of Azusa Light and Water Department, the Azusa Redevelopment Agency and the IClea Evans Worsley Trust ("the Estate"), providing for the Estate's participation in the City's Rehabilitation Loan Improvement Program. On October 6, 2004, the Estate conveyed the property to the Bashful Butler LLC and as such, the Estate desires to assign to the Bashful Butler all of the Estate's rights, duties and obligations under the original loan agreement and loan documents. The Bashful Butler agrees to assume such rights, duties and obligations. The business owner of The Bashful Butler, LLC, is also a member of the Estate, but desires to separate his business from the Trust. FISCAL IMPACT The fiscal impact of this action involves the cost of preparing the amendment by the City Attorney. The cost has been budgeted in account #80-10-125-000-6345-506000. Prepared by: Sandra Ruiz Exhibits: "A" Agreement: �Li ] Assignment and Assunptlon Agreernei 003 RECORDING REQUESTED BY AND: WHEN RECORDED MAIL TO: CITY OF AZUSA LIGHT & WATER DEPARTMENT 729 North Azusa Avenue Azusa, CA 91702 Attention: Utilities Director Fee Exempt Pursuant to Government Code Section 27383 [SPACE ABOVE THE LINE FOR RECORDING PURPOSES ONLY] ASSIGNMENT AND ASSUMPTION AGREEMENT (Seismic Loan) by and between THE CITY OF AZUSA LIGHT AND WATER DEPARTMENT and THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA and THE KLEA EVANS WORSLEY TRUST and THE BASHFUL BUTLER LLC RVPUMATHERINE.THONG\684696.1 004 This ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") dated as of this day of 2005 (the "Effective Date"), is entered into by and between the CITY OF AZUSA LIGHT & WATER DEPARTMENT, ("City"), THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, ("Agency"), the KLEA EVANS WORSLEY ESTATE ("Estate"), and the BASHFUL BUTLER LLC, (" Bashful Butler"). The City, Agency, Estate and the Bashful Butler are sometimes referred to individually as "Party" and collectively as the "Parties" in this Agreement. RECITALS A. WHEREAS, the City, Agency and the Estate entered into that certain Seismic Loan Agreement dated July 3, 2001 ("Loan Agreement") providing for the Estate's participation in the City's Commercial Rehabilitation Loan Improvement Program ("Program") coordinated and administered by the Agency. B. WHEREAS, pursuant to the Loan Agreement the Estate received financing under the Program, not to exceed Eighty —Five Thousand Dollars ($85,000)("Loan"), for the purposes of seismic construction repair work and improvements to that certain commercial property owned by the Estate and located at 124 E. Santa Fe, Azusa, California ("Property"). C. WHEREAS, in connection with the making of the Loan and pursuant to the Loan Agreement, the City and Estate entered into: (i) the Promissory Note, dated July 3, 2001 ("Promissory Note") given by the Estate to City; and (ii) the Deed of Trust with Assignment of Rents and Security Agreement dated July 3, 2001 ("Trust Deed"). The Promissory Note and the Trust Deed shall herein be referred to collectively as the "Loan Documents." D. WHEREAS, on October 6, 2004 the Estate conveyed the Property to the Bashful Butler and as such, the Estate desires to assign to the Bashful Butler all of the Estate's rights, duties and obligations under the Loan Agreement and Loan Documents and the Bashful Butler agrees to assume such rights, duties and obligations. E. WHEREAS, such conveyance, without the prior approval of the City, constitutes the Estate's default under the Loan Agreement and the Loan Documents and as such, gives the City the right to accelerate all amounts due under the Loan Agreement and Loan Documents pursuant to Section 3.3.13 of the Loan Agreement, Section 2 of the Promissory, Note, and Section 3.23 of the Trust Deed. F. WHEREAS, the City shall waive for the conveyance described in Recital D only, the City's right to accelerate all amounts due under the Loan Agreement and the Loan Documents. G. WHEREAS, paragraph 9 of the Promissory Note permits the Estate to assign the Promissory Note with the prior written consent of the City. H. WHEREAS, by this Agreement, the City and the Estate have complied with the procedures and requirements contained in the Loan Agreement and Loan Documents pertaining to the assignment of rights and interests. NOW, THEREFORE, in consideration of the mutual covenants, agreements and terms and conditions contained herein, the Parties hereto hereby agree as follows: 005 RV PUB\CATHER W E.THONG\684696.1 Section 1. Assignment. The Estate hereby assigns and transfers to the Bashful Butler all of the Estate's rights, interests, duties and obligations to the Loan Agreement and Loan Documents. Section 2. Assumptions. The Bashful Butler hereby accepts the foregoing assignment of the Loan Agreement and Loan Documents and assumes and agrees to perform all obligations and duties of the Estate under the Loan Agreement and Loan Documents from and after the Effective Date. The Bashful Bulter hereby agrees from and after the Effective Date, to observe and perform each and every other term, covenant, provision and condition required to be observed or performed by the Estate under the Loan Agreement and Loan Documents, as though the Loan Agreement and Loan Documents had been originally executed by the Bashful Butler. Section 3. Waiver of Default and Acceleration. The City hereby waives for the conveyance described in Recital D only, the City's right to accelerate all amounts due under the Loan Agreement and the Loan Documents pursuant to Section 3.3.1.3 of the Loan Agreement, Section 2 of the Promissory Note, and Section 3.23 of the Trust Deed. Section 4. Consent of the City to the Assignment. The City acknowledges and hereby consents to the assignment and assumption of the rights, interests, duties and obligations under the Loan Agreement and Loan Document as set forth in Section 1 and 2 of this Agreement. Section 5. Release. The City hereby releases the Estate from any obligations and liability under the Loan Agreement and Loan Documents arising from and after the Effective Date. Section 6. Notices to the Parties. For the purpose of this Agreement, the Loan Agreement and the Loan Documents, communications and notices among the Parties shall be in writing and shall be deemed to have been given when actually delivered, if given by hand delivery or transmitted by overnight courier service, or if mailed, when deposited in the United States Mail, First Class, postage prepaid, return receipt requested and delivered to or addressed as follows: To the City: The City of Azusa Light and Water Department 729 North Azusa Avenue Azusa, California 91702 Attn: Utilities Director With a copy to: Best Best & Krieger 3750 University Avenue Suite 400 Riverside, CA 92501 Attn: Azusa City Attorney To the Estate: Klea Evans Worsley Trust 124 E. Santa Fe Azusa, CA 91702 R V PUMCATHERINE.THONGW 84696.1 To the Agency: The Redevelopment Agency of the City of Azusa 213 E. Foothill Blvd. Azusa, CA 91702 Attn: Director of Economic/ Redevelopment To Bashful Butler: 124 E. Santa Fe Azusa, CA 91702 Section 7. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original, and all of which together shall constitute a single instrument. This Agreement may be executed by facsimile signatures, and each facsimile counterpart, when taken together, shall be deemed an original. Section S. Successor and Assigns. This Agreement shall be binding on the successors and assigns of the Parties. Section 9. Attorney's Fees. Should either Party bring a legal action for the purpose of protecting or enforcing its rights and obligations under this Agreement, the prevailing party shall be entitled, in addition to other relief, to recovery of its attorney's fees, expenses and costs of suit. Section 10. Jurisdiction. The Parties hereto acknowledge that this Agreement has been negotiated and entered into in California. The parties hereto expressly agree that this Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California and, if controlling, by the laws of the United States. Section 11. Entire Agreement. This Agreement is the final expression of, and contains the entire agreement between, the Parties with respect to the subject matter hereof and supersedes all prior understandings with respect thereto. This Agreement may not be modified, changed, supplemented or terminated, nor may any obligations hereunder be waived, except by written instrument signed by the Party to be charged or by its agent duly authorized in writing. The Parties do not intend to confer any benefit hereunder on any person, film or corporation other than the Parties hereto. Section 12. Partial Invalidity. If any term or provision or portion of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision or portion thereof to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. Section 13. Full Force and Effect. . Except as expressly set forth herein, the Loan Agreement and Loan Documents are not altered, amended or modified by reason of this Agreement and shall remain in full force and effect and their validity and enforceability are hereby ratified and confirmed. IN WITNESS WHEREOF, the Parties hereby execute this Agreement by the signatures of their authorized representatives as follows: [Signatures on following pages] RV PUB\CATHERINE.THON G\684696.1 007 SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION AGREEMENT (Seismic Loan) Dated: ATTEST: City Clerk APPROVED AS TO LEGAL FORM: BEST BEST & KRIEGER LLP M City Attorney R V PUB\CATHERINE.THONG\664696.1 By: Name: Its: CITY: CITY OF AZUSA, a California municipal corporation SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION AGREEMENT (Seismic Loan) Dated: ATTEST: Agency Secretary APPROVED AS TO LEGAL FORM: BEST BEST & KRIEGER LLP 0 Agency Counsel R V PUB\CATHERM.THONG\684696.1 By: Name: Its: AGENCY: THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, a California public agency 009 SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION AGREEMENT (Seismic Loan) Dated: Dated: R V Pt1B\CATHERINE.THONG\694696.1 By: Name: Its: By: Name: Its: ESTATE: KLEA EVANS WORSLEY TRUST, BASHFUL BUTLER: BASHFUL BUTLER LLC, a California limited liability company 010 M The City. of Azusa DATE: TO: RE: JANUARY 20, 2005 MEMBERS OF THE CITY COUNCIL AND REDEVELOPMENT AGENCY OF THE CITY OF AZUSA NOTICE OF A SPECIAL MEETING to be held on MONDAY, JANUARY 24, 2005, immediately following the Utility Board Meeting at 6:30 p.m., at the Azusa Light and Water Conference Room, located at 729 North Azusa Avenue, Azusa, California, for the purpose of: Assignment and Assumption Agreement, and Workshop on Redevelopment Bond Financing DATED: January 24, 2005 CANDACE TOSCANO DEPUTY CITY CLERK it I F#EREBY CERTIFY that a true copy of the attached "NOTICE OF SPECIAL MEETING" was served on the hereinafter persons who are members of the City Council of the City of Azusa, at the date and time set after their respective names. NAME DATE & TIME DELIVERED BY CRISTINA CRUZ -MADRID DIANE HARDISON DICT( STANFORD JOSEPH ROCHA CCANft3ACE TOSCANO DEPUTY CITY CLERK 01/24/05 I HEREBY CERTIFY that a true copy of the attached "NOTICE OF SPECIAL MEETING" was served on the hereinafter persons who are members of the City Council of the City of Azusa, at the date and time set after their respective names. NAME CRISTINA CRUZ -MADRID DIANE CHAGNON DAVE HARDISON DICK STANFORD JOSEPH ROCHA 4L \-4L74,1-j CA ACE TOSCANO DEPUTY CITY CLERK 01/24/05 DELIVERED BY ['HEREBY CERTIFY that a true copy of the attached 'NOTICE OF SPECIAL MEETING" was served on the hereinafter persons who are members of the City Council of the City of Azusa, at the date and time set after their respective names. NAME DATE & TIME DELIVERED BY CRISTINA CRUZ -MADRID DIANE CHAGNON DAVE HARDISON DICK STANFORD /IbSEPA ROCHA CA ACE TOSCANO DEPUTY CIN CLERK 01/24/os I HEREBY CERTIFY that a true copy of the attached "NOTICE OF SPECIAL MEETING" was served on the hereinafter persons who are members of the City Council of the City of Azusa, at the date and time set after their respective names. NAME DATE & TIME DELIVERED BY CRISTINA CRUZ -MADRID DIME CHAGNON U DAVE HARDISON DICK STANFORD JOSEPH ROCHA CA ACE TOSCANO DEPUTY CITY CLERK 01/24/05 r Study Session January/ 24,, 2 005 Stratus of Financing ■ A Fiscal Consultants Report has been completed by the Agency's Redevelopment consultant, HdL. ■ Applications have been made for bond ratings and bond insurance. ■ The Agency has solicited and received bond underwriting proposals from three firms. ■ Legal documents and Bond Official Statement have been drafted by Agency Counsel. Exist'ing Tax Rev enues Assuming Zero Growth O O r r � N N cc N N M N N N N N N N N N N :. Rev. n Aesc. =xp isting nd DS. Bonds fCOP DS MA dget Impact on Budget Banes 2005 Bonds Additional Bond Debt Service New Bonds Project Fund Budget Impact Current Year $2009000 $3009000 $400,000 $6,8991991 $8,288,524 $9,672,212 $5,666,454 $6,875,428 $8,079,754 +$150,000 +$50,000 -$50,000 Proposals R-jeceld'ved From Underw, r% rets ■EJdela Rosa ■ Stone & Youngberg ■ UBS Financial Services LAA Reaul"red Board Act'lons Feb ruary 7, 2005 ■ Approval of financing documents ■ Approval of Bond Official Statement ■ Authorization to proceed with the Bond sale and closing. ■ Bond ratings and insurance proposals to be presented at this meeting. F m % inancing Calendar February 7 February 10 r'sF 1 February 17 February 28 March 1 Approval of legal documents Bond marketing Bond sale date Pre Close Bond closing and receipt of funds ,; of aRoo_. G ot ` 1The City of Azusa X111=pR� DATE: JANUARY 20, 2005 TO: MEMBERS OF THE CITY COUNCIL AND REDEVELOPMENT AGENCY OF THE CITY OF AZUSA RE: NOTICE OF A SPECIAL MEETING to be held on MONDAY, JANUARY 24, 2005, immediately following the Utility Board Meeting at 6:30 p.m., at the Azusa Light and Water Conference Room, located at 729 North Azusa Avenue, Azusa, California, for the purpose of: Assignment and Assumption Agreement, and Workshop on Redevelopment Bond Financing DATED: January 24, 2005 4,Liife CANDACE TOSCANO DEPUTY CITY CLERK I HEREBY CERTIFY that a true copy of the attached "NOTICE OF SPECIAL MEETING"was served on the hereinafter persons who are members of the City Council of the City of Azusa, at the date and time set after their respective names. NAME DATE &TIME DELIVERED BY CRISTINA CRUZ-MADRID DIANE C GNON (It XAVE HARDISON DICK STANFORD JOSEPH ROCHA X--/te) CA ACE TOSCANO DEPUTY CITY CLERK 01/24/05 I HEREBY CERTIFY that a true copy of the attached "NOTICE OF SPECIAL MEETING"was served on the hereinafter persons who are members of the City Council of the City of Azusa, at the date and time set after their respective names. NAME DATE &TIME DELIVERED BY CRISTI A CRUZ-MADRID DIANE CHAGNON DAVE HARDISON DICK STANFORD JOSEPH ROCHA CA ACE TOSCANO DEPUTY CITY CLERK 01/24/05 • I HEREBY CERTIFY that a true copy of the attached "NOTICE OF SPECIAL MEETING"was served on the hereinafter persons who are members of the City Council of the City of Azusa, at the date and time set after their respective names. NAME DATE &TIME DELIVERED BY CRISTINA CRUZ-MADRID DIANE CHAGNON DAVE HARDISON DICK STANFORD 0-,A /6-a, fSEPfI ROCHA 6CA ACE TOSCANO /Lig;Ze.,, \zhiL--Ae) DEPUTY CITY CLERK 01/24/05 I HEREBY CERTIFY that a true copy of the attached "NOTICE OF SPECIAL MEETING"was served on the hereinafter persons who are members of the City Council of the City of Azusa, at the date and time set after their respective names. NAME DATE &TIME DELIVERED BY CRISTINA CRUZ-MADRID DIANE CHAGNON '. DAVE HARDISON DICK STANFORD JOSEPH ROCHA /1-1// CA ACE TOSCANO DEPUTY CITY CLERK 01/24/05