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Agenda Packet - October 06, 2008 - CC
R I . AGENDA CITY COUNCIL, THE REDEVELOPMENT AGENCY AND THE AZUSA PUBLIC FINANCING AUTHORITY AZUSA AUDITORIUM MONDAY, OCTOBER 6, 2008 213 EAST FOOTHILL BOULEVARD 6:30 P.M. AZUSA CITY COUNCIL JOSEPH R. ROCHA MAYOR KEITH HANKS ANGEL CARRILLO COUNCILMEMBER MAYOR PRO-TEM URIEL E. MACIAS ROBERT GONZALES COUNCILMEMBER COUNCILMEMBER NOTICE TO THE PUBLIC Copies of staff reports or other written documentation relating to each item of business referred to on the Agenda are on file in the Off ce ofthe City Clerk and are available forpublic inspection at the City Library. Persons who wish to speak during the Public Participation portion of theAgenda, shall fill out a card requesting to speak and shall submit it to the City Clerkprior to the start of the City Council meeting. When called, each person may address any item on or off the agenda during the public participation. CEREMONIAL 1. Certificates of appreciation to sponsors of the Summer Reading Program 2. Proclamation to Rene Ochoa for her services to the Human Relations Commission 3. Certificates of recognition to members of the Human Relations Commission 4. Proclamation for Fire Prevention Month r CLOSED SESSION 1. CONFERENCE WITH LABOR NEGOTIATOR(Gov. Code See. 54957.6) Agency Negotiators: Administrative Services Director-Chief Financial Officer Kreimeier Organizations ACEA, AMMA, and APMA BLOCK 36 2. REAL PROPERTY NEGOTIATIONS (Gov. Code See. 54956.8) Address: 152 E. Foothill Boulevard, Azusa, CA 91702 Agency Negotiators: City Manager Delach and Assistant City Manager Makshanoff Negotiating Parties: Bank of America& City of Azusa Redevelopment Agency Under Negotiation: Price and Terms of Payment 3. REAL PROPERTY NEGOTIATIONS (Gov. Code Sec. 54956.8) Address: 100 E. Foothill Boulevard, Azusa, CA 91702 Agency Negotiators: City Manager Delach and Assistant City Manager Makshanoff Negotiating Parties: City of Azusa and City of Azusa Redevelopment Agency Under Negotiation: Price and Terms of Payment 4. REAL PROPERTY NEGOTIATIONS (Gov. Code See. 54956.8) Address: 614—640 N. Azusa Avenue, Azusa, CA 91702 Agency Negotiators: City Manager Delach and Assistant City Manager Makshanoff Negotiating Parties: City of Azusa and City of Azusa Redevelopment Agency Under Negotiation: Price and Terms of Payment RAYGOZA PROPERTY 5. REAL PROPERTY NEGOTIATIONS (Gov. Code See. 54956.8) Address: 809 N. Dalton Avenue, Azusa, CA 91702 Agency Negotiators: City Manager Delach and Assistant City Manager Makshanoff Negotiating Parties: Raygoza, Jose M. and Mateos, Sandra G. Under Negotiation: Price and Terms of Payment BLOCK 37 6. REAL PROPERTY NEGOTIATIONS (Gov. Code See. 54956.8) Address: 624—630 N. San Gabriel Avenue, Azusa, CA 91702 Agency Negotiators: City Manager Delach and Assistant City Manager Makshanoff Negotiating Parties: JK Partnership Under Negotiation: Price and Terms of Payment 7. REAL PROPERTY NEGOTIATIONS (Gov. Code Sec. 54956.8) Property Address: 150 W. 9th Street, Azusa, CA 91702 Negotiating Parties: King Ranch Market, Aner Iglesias, Business Owner Agency Negotiators: City Manager Delach and Assistant City Manager Makshanoff Under Negotiation: Price and Terms of payment Any person wishing to comment on any of the Closed Session items listed above may do so now. 10/06/08 PAGE TWO 7:30 P.M. - REGULAR MEETING OF THE CITY COUNCIL. • Call to Order • Pledge to the Flag • Invocation— Pastor Ariel Verayo of Jesus Is Lord Church A. PUBLIC PARTICIPATION (Person/Group shall be allowed to speak without interruption up to five(5)minutes maximum time, subject to compliance with applicable meeting rules. Questions to the speaker or responses to the speaker's questions or comments shall be handled after the speaker has completed his/her comments. Public Participation will be limited to sixty (60) minutes time.) B. REPORTS UPDATES AND ANNOUNCEMENTS FROM STAFF/COUNCIL 1. _Requests for Certificates/Proclamations as follows: a. Request for proclamation for Stan Deal for 25 years of teaching to be presented October 240. b. Request for$100 sponsorship to Lions Club to go towards purchase of bicycle helmets. c. Request for proclamation for LA Up preschool program. d. Request for proclamation for Family Day. e. Request for proclamation for dedication of the Ettie Lee Home. f. Request for proclamation in recognition of the 80t' anniversary of the construction of the Azusa Woman's Club building. 2. Director of Public Works/Assistant City Manager Haes to provide an update on parking citations— street sweeping warnings. 3. Discussion regarding Seal Beach volunteer clean up project C. SCHEDULED ITEMS 1. RESOLUTION FINDING THAT THE DISPOSITION OF REAL PROPERTY LOCATED AT 150 NORTH AZUSA AVENUE IS IN CONFORMANCE WITH THE GENERAL PLAN; RESOLUTION REGARDING THE SALE OF THE AZUSA MEDICAL CLINIC 150 NORTH AZUSA AVENUEI TO EL PROYECTO DEL BARRIO PURSUANT TO GOVERNMENT CODE SECTION 37420 ET. SEO., AND SETTING A PUBLIC HEARING TO CONSIDER TESTIMONY TO THE PROPOSED SALE RECOMMENDED ACTION• Continue this matter to the meeting of October 20, 2008. 10/06/08 PAGE THREE 2. A RESOLUTION OPPOSING MEASURE R ON THE NOVEMBER 4, 2008, BALLOT — LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY ONE-HALF PERCENT SALES TAX INCREASE. RECOMMENDED ACTION: Waive further reading and adopt Resolution No. 08-C83, opposing Measure R on the November 4, 2008 ballot. D. CONSENT CALENDAR The Consent Calendar adopting the printed recommended actions will be enacted with one vote. If Councilmembers or Staff wish to address any item on the Consent Calendar,individually, it will be considered under SPECIAL CALL ITEMS. 1. APPROVAL OF THE MINUTES OF THE REGULAR MEETING OF SEPTEMBER 15, 2008. RECOMMENDED ACTION: Approve Minutes as written. 2. HUMAN RESOURCES ACTION ITEMS. RECOMMENDED ACTION: Approve Personnel Action Requests in accordance with Section 3.3 of the City of Azusa Civil Service Rules and applicable Memorandum of Understanding(s). 3. LIBRARY DEPARTMENT BUDGET AMENDMENT, APPROVAL FOR VAN CONVERSION SERVICES FOR THE LIBRARY BOOKMOBILE AND APPROVAL TO WAIVE FORMAL BIDDING PROCESS. RECOMMENDED ACTION: 1) Amend the Library Department's budget by $26,114 with funds from the Library's Public Library Fund(PLF)grant account for the purchase of services to convert a new Dodge Sprinter van into a bookmobile; 2) Waive the formal bidding process pursuant to Azusa Municipal Code Section 2-523 (b), no competitive market, and 3) Approve the issuance of a purchase order for van conversion services from Universal Specialty Vehicles, Inc. of Perris, CA not to exceed $29,614.53 4. RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO A DISADVANTAGED BUSINESS ENTERPRISE(DBE)RACE-NEUTRAL IMPLEMENTATION AGREEMENT WITH THE STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION. RECOMMENDED ACTION: Adopt Resolution No. 08-C84, authorizing the City Manager to enter into a Disadvantaged Business Enterprise Race-Neutral Implementation Agreement with the State of California Department of Transportation in order to comply with changes to the State's federally mandated DBE Program. 5. INVESTMENT POLICY FOR THE CITY OF AZUSA. RECOMMENDED ACTION: Adopt Resolution No. 08-C85, approving and re-adopting the Investment Policy for the City of Azusa. 6. AUTHORIZE NOTICE OF COMPLETION FOR CONTRACT PAINTING SERVICES AT THE FORMER NATIONAL GUARD ARMORY IN THE AMOUNT OF$39,000.00. RECOMMENDED ACTION: Approve the Notice of Completion for Contract Painting Services at the former National Guard Armory in the amount of$39,000 and authorize staff to file the NOC with the Los Angeles County Clerk. 7. AUTHORIZE NOTICE OF COMPLETION FOR CONSTRUCTION OF FENCING AT NORTHSIDE PARK DISC GOLF COURSE IN THE AMOUNT OF$20.792.00. RECOMMENDED ACTION: Approve the Notice of Completion for construction of fencing at the Northside Park Disc Golf Course in the amount of$20,792.00 and authorize staff to file NOC with the Los Angeles County Clerk. 10/06/08 PAGE FOUR F 8. RESOLUTION AUTHORIZING THE SUBMITTAL OF AN APPLICATION PROPOSAL AND THE SIGNING OF A CONTRACT PROVIDING SENIOR MEALS FOR PERSONS AGE 60+AND AUTHORIZING OF ALL DOCUMENTS. RECOMMENDED ACTION: Adopt Resolution No. 08- C86, authorizing to submit an application for the senior nutrition program and the Mayor to sign contract and all necessary documents for said contract. 9. PURCHASE OF THREE ELECTRONIC FLAT SCREEN MONITORS/TV'S WITH SMART BOARD TECHNOLOGY PLASMA OVERLAYS FOR THE EMERGENCY OPERATIONS CENTER. RECOMMENDED ACTION• Approve the purchase of three flat screen TV's in the amount of$22,146.23 from the lowest bidder,Global Presenter, 17911 Sampson Lane,Huntington Beach,CA 92647 for the Emergency Operations Center(EOC). The purchase includes two Panasonic 50 inch plasma monitors with Smart Board technology interactive overlays,one 32 inch Toshiba LCD TV with built-in DVD player, mounting brackets, associated equipment and installation. 10. CITY TREASURER'S REPORT AS OF AUGUST 31 2008. RECOMMENDED ACTION: Receive and file report. 11. AWARD OF CONTRACT - PURCHASE OF A 2009 FORD F450 SIGN POSTING TRUCK. RECOMMENDED ACTION: Award a contract to Theodore Robins Ford in the amount of$55,707.38 for the purchase of a 2009 Ford F450 Sign Posting Truck. 12. AWARD OF CONTRACT - PURCHASE OF ONE 1 HYDRO-TEK TOWABLE PRESSURE WASHER. RECOMMENDED ACTION: Award a contract to Hydro Tek Systems Inc. I the amount of $12,644.79 for the purchase of a 2008 Hydro Tek Towable Pressure Washer. 13. AWARD OF CONTRACT(S) - PAINTING OF RAILROAD BRIDGE AND PAINTING OF THE ARTWORK ON THE BRIDGE. RECOMMENDED ACTION:Authorize the following: 1)Award the contract in the amount of$26,500 to Southwest Coatings Inc. for the painting of the railroad bridge over passing on Foothill Blvd. 2) Award of contract in the amount of$17,500 to Creative Graphix for the painting of the City logo, Route 66 logo, lettering and stripping on the railroad bridge. 3) Budget amendment approval in the amount of$44,000 from the General Fund. 14. RESOLUTION APPOINTING MEMBERS TO VARIOUS CITY BOARDS AND COMMISSIONS: RECOMMENDED ACTION: Adopt Resolution No. 08-C87 through 08-C93 as follows: a. Resolution re-appointing Debbie Kindred to the Cultural and Historic Preservation Commission. b. Resolution re-appointing Lalisa Morgan to the Human Relations Commission. c. Resolution re-appointing Logan Westbrooks to the Human Relations Commission. d. Resolution re-appointing Dena Simpson to the Library Commission. e. Resolution appointing Ginger DeVine to the Library Commission. f. Resolution re-appointing David Santellan to the Park and Recreation Commission. g. Resolution appointing Neil Giles to the Planning Commission. 15. ANNUAL BI-TECH SOFTWARE SUPPORT AND MAINTENANCE CONTRACT. RECOMMENDED ACTION: Waive formal sealed bids in accordance with Azusa Municipal Code Section 2-523 section B, computer software maintenance services and 2-523 section C, no competitive market and approve the contract from Sungard Bi-Tech Inc, in the amount of$47,949.40. 10/06/08 PAGE FIVE 16. NEW CLASS SPECIFICATION - SENIOR LIBRARIAN TECHNOLOGY SERVICES. , RECOMMENDED ACTION: Approve and adopt the salary, title, and class specification outlining the duties of the new job classification of Senior Librarian, Technology Services. 17. AMENDED AND RESTATED CITY MANAGER EMPLOYMENT AGREEMENT. RECOMMENDED ACTION: Adopt Resolution No. 08-C94,approving the Amended and Restated City Manager Employment Agreement. 18. WARRANTS. RESOLUTION AUTHORIZING PAYMENT OF WARRANTS BY THE CITY. RECOMMENDED ACTION: Adopt Resolution No. 08-C95. 19. AWARD OF CONTRACT — RESURFACING OF THE MEMORIAL PARK PARKING LOT. RECOMMENDED ACTION: Award a contract to Vulcan Materials Company in the amount of $29,463.30 for the resurfacing of the Memorial Park parking lot. CONVENE JOINTLY WITH THE REDEVELOPMENT AGENCY TO CONSIDER THE FOLLOWING: E. JOINT CITY/AGENCY ITEM 1. CONSIDERATION OF TWO FURNITURE FIXTURE & EOUIPMENT LOANS: NANA'S CREAMERY AND BAMBINO'S PIZZERIA: AND TWO ECONOMIC DEVELOPMENT PROGRAM LOANS: BAMBINO'S PIZZERIA AND CANYON CITY BBO. CONSIDERATION OF ECONOMIC DEVELOPMENT PROGRAM GUIDELINE MODIFICATIONS. RECOMMENDED ACTION: a. (Agency) Approve: (1)a$28,000 Furniture,Fixture and Equipment Loan("FF&E")forNana's Creamery ("Nana's"), and (2) a $35,000 FF&E loan for Bambino's Pizzeria ("Bambino's), subject to Bambino's securing a direct lease with the property owners. b. (City) Approve: (1)a$35,000 Economic Development Program Loan("EDLP")for Bambino's,subject to Bambino's securing a direct lease with the property owners, (2) a$35,000 EDLP loan for Canyon City BBQ("Canyon BBQ"), and 3)modifications to the employment requirement for EDLP participants from a three year period to a one year period. c. (Agency and City) Authorize the City Manager/Executive Director to execute all required FF&E and EDLP loan documents. CITY COUNCIL TO RECESS AND REDEVELOPMENT AGENCY TO CONTINUE F. AGENCY CONSENT CALENDAR The Consent Calendar adopting the printed recommended actions will be enacted with one vote. If Boardmembers or Staff wish to address any item on the Consent Calendar individually, it will be considered under SPECIAL CALL ITEMS. 10/06/08 PAGE SIX 1. APPROVAL OF MINUTES OF THE REGULAR MEETING OF SEPTEMBER 15 2008. RECOMMENDED ACTION• Approve Minutes as written. 2. INVESTMENT POLICY FOR THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA. RECOMMENDED ACTION: Adopt Resolution No. 08-1141,approving and re-adopting the Investment Policy for the Redevelopment Agency of the City of Azusa. 3. CITY TREASURER'S REPORT AS OF AUGUST 31 2008. RECOMMENDED ACTION: Receive and file report. 4. WARRANTS. Two separate resolutions authorizing payment of warrants by the Agency. RECOMMENDED ACTION• Adopt Resolution Nos. 08-R42, and 08-R43. G. AZUSA PUBLIC FINANCING AUTHORITY The Consent Calendar adopting the printed recommended actions will be enacted with one vote. If Directors or Staff wish to address any item on the Consent Calendar individually, it will be considered under SPECL4L CALL ITEMS. 1. APPROVAL OF MINUTES OF THE REGULAR MEETING OF AUGUST 4 2008. RECOMMENDED ACTION• Approve Minutes as written. 2. INVESTMENT POLICY FOR THE AZUSA PUBLIC FINANCING AUTHORITY. RECOMMENDED ACTION• Adopt Resolution No. 08-P3, approving and re-adopting the Investment Policy for the Azusa Public Financing Authority. H. ADJOURNMENT 1. Adjourn. UPCOMING MEETINGS: October 20, 2008, City Council Meeting— 6:30 p.m. (Auditorium) October 27, 2008, Utility Board Meeting—6:30 p.m. (Light and Water Conference Room) November 3, 2008, City Council Meeting— 6:30 p.m. (Auditorium) November 17, 2008, City Council Meeting—6:30 p.m. (Auditorium) In compliance with Government Code Section 54957.5, agenda materials are available for inspection by members of thepublic at the following locations. Azusa City Clerk's Office-213 E. Foothill Boulevard,Azusa City Library- 729N.Dalton Avenue, and Azusa Police Department Lobby- 725N.Alameda,Azusa, California. In compliance with the Americans with Disabilities Act, ifyou need special assistance to participate in a city meeting,please contact the City Clerk at 626-812-5229. Notification three(3)working daysprior to the meeting when special services are needed will assist staff in assuring that reasonable arrangements can be made to provide access to the meeting 10/06/08 PAGE SEVEN _ L V tr * . c�m I V-w "QFos CITY COUNCIL AGENDA ITEM TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: KURT CHRISTIANSEN, AICP� ECONOMIC/COMMUNITY DEVELOPMENT DIRECTOR VIA: F. M. DELACH, CITY MANAGER DATE: OCTOBER 6, 2008 SUBJECT: APPROVAL OF 1. A RESOLUTION OF THE CITY COUNCIL FINDING THAT THE DISPOSITION OF REAL PROPERTY LOCATED AT 150 NORTH AZUSA AVENUE IDENTIFIED VIA ASSESSOR'S PARCEL NUMBER: 8611-031-900, ("SUBJECT PROPERTY") IS IN CONFORMANCE WITH THE GENERAL PLAN 2. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA, CALIFORNIA,REGARDING THE SALE OF THE AZUSA MEDICAL CLINIC (150 NORTH AZUSA AVENUE) TO EL PROYECTO DEL BARRIO PURSUANT TO GOVERNMENT CODE SECTION 37420 ET. SEQ. AND SETTING A PUBLIC HEARING TO HEAR PROTESTS TO THE PROPOSED SALE RECOMMENDATION Staff recommends to continue the matter to October 20, 2008 in order to provide more detailed information on the proposed transfer/sale or long tern lease of the property to El Proyecto Del Barrio. F�G U _ rgUFbRc�r SCHEDULED ITEM TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: F.M. DELACH, CITY MANAGERA7 DATE: OCTOBER 6, 2008 SUBJECT: A RESOLUTION OPPOSING MEASURE R ON THE NOVEMBER 4, 2008, BALLOT — LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY ONE-HALF PERCENT SALES TAX INCREASE RECOMMENDATION It is recommended that the City Council approve a resolution opposing Measure R on the November 4, 2008 ballot. BACKGROUND On July 24, 2008, the Los Angeles County Metropolitan Transportation Authority (MTA) approved an ordinance for a one-half percent sales tax increase to be placed on the November 2008 ballot for consideration by the voters of Los Angeles County. Measure R would increase the Los Angeles County sales tax by one-half percent for 30 years. It is anticipated that this would generate approximately $40 billion in sales tax revenue for transportation projects, transit operations, and maintenance. Measure R requires a 2/3 vote to pass. SUMMARY When Measure R was crafted, the MTA did not work to get countywide consensus on how the money would be spent. In fact, the MTA rejected provisions that would have guaranteed a fair distribution of transportation funds throughout the region. Specifically, the San Gabriel Valley will receive a much smaller share of the funds than other regions of similar population. Of the $40 billion anticipated to be generated, the Gold Line extension may receive up to $735 million for the Gold Line Extension. However, this includes approximately $200 million for an MTA maintenance yard. . The remainder of the funds might cover costs to extend the line to Azusa but there would definitely not be enough funds to complete the line to the City of Claremont. Further, the language in the bill does not provide enough protections to prevent those funds to be diverted to other MTA projects. In contrast, the "subway to the sea"project is scheduled to receive $4 billion. Because of the obvious disproportionate allocation of funding throughout the County and the lack of guarantees that the Gold Line Foothill Extension would even receive the funds promised, staff recommends the City Council approve a resolution opposing Measure R. FISCAL IMPACT There is no fiscal impact associated with passing this resolution. RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA, CALIFORNIA, OPPOSING MEASURE R ON THE NOVEMBER 4,2008, BALLOT (LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AUTHORITY ONE-HALF PERCENT SALES TAX INCREASE) WHEREAS, on July 24, 2008, the Los Angeles County Metropolitan Transportation Authority (MTA) approved an ordinance for a one-half percent sales tax increase to be placed on the November 2008 ballot for consideration by the voters of Los Angeles County; and WHEREAS, Measure R calls for a 30-year countywide increase of one-half percent in the sales .tax that is expected to generate approximately $40 billion in sales tax revenue for transportation projects, transit operations, and maintenance; and WHEREAS, Los Angeles County needs additional funding for vital transportation infra-structure; and WHEREAS, Measure R was not crafted with countywide consensus nor does it provide an acceptable standard of long-term equity for all regions of Los Angeles County which will be paying this new sales tax; and WHEREAS, Measure R proponents rejected provisions that would guarantee a fair distribution of transportation funds throughout the entire region; and WHEREAS,there is an urgent need to explore alternatives for generating transportation revenues, planning, and funding transportation programs in Los Angeles County; NOW THEREFORE, the City Council of the City of Azusa does resolve to: a) Oppose Measure R on the November 4, 2008, ballot; b) Direct that copies of this resolution be sent to cities and councils of government within Los Angeles County; and c) Request the San Gabriel Valley Council of Governments and the Los Angeles Division of the League of California Cities to initiate a dialogue, with a goal of developing strategies for securing necessary transportation infrastructure improvements and equitable funding for such improvements throughout Los Angeles County. PASSED, APPROVED, AND ADOPTED this_day of 2008. Mayor Joseph R. Rocha STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF AZUSA ) I, City Clerk of the City of Azusa, County of Los Angeles, State of California, hereby attest to the above signature and certify that Resolution No. was adopted by the City Council of said City of Azusa at a regular meeting of said Council held on the_day of , 2008, by the following vote: AYES: Councilmembers: NOES: Councilmembers: ABSENT: Councilmembers: City Clerk City of Azusa, California O m �sfnoat^t'* CITY OF AZUSA MINUTES OF THE CITY COUNCIL REGULARISPECIAL MEETING MONDAY,SEPTEMBER 15,2008—6:30 P.M. The City Council of the City of Azusa met in regular session at the above date and time in the Azusa Auditorium,located at 213 Fast Foothill Boulevard,Azusa,CA,91702. CEREMONIAL Ceremonial The entire City Council presented a proclamation to lifelong resident,Grace Ruelas Ayon in celebration of Proc G.Ruelas her W Birthday. Ayon 996 BD Adrian Martinez,Sr.Recreation LeadedProgmm Coordinator announced and presented the proceeds from Checks Azusa,$ the Kids Come Fhst Golf Tournament as follows: Free Swim4th of July Weekend and Labor Day, Gladstone Memorial Park-scoreboard,donation to Azusa High School and Gladstone High School golf teams$500 each. Fellow servicemen presented Sergeant Ricky Sotela with a certificate which promoted him to Staff R.Sotela Sergeant;he recently re-enlisted in the Army for a twenty year tenor Military Promote Certificates of Recognition were presented to Candyce Vaughns, Andrea Del Toro,Joanna Scorn, and Cart ofRec Trisha Barney,participants of the 2008 Relay For Life. Relay For Life CLOSED SESSION Closed Seas Mr.Mike Lee addressed Council expressing his opinion in favor of the Azusa Health Clinic and thanked M.Lee Congresswoman Solis for donating funding toward it. - Comments Ms.Benita Damn on behalf of Congresswoman Sobs,addressed Council reading a letter into the record B.Dumn urging continuance of the partnership with the City and EI Pmyecto Del Barco in hopes the City will sell Comments the property at 150 N.Azusa Avenue to them. She provided and detailed statistics on heath care in the San Gabriel Valley and Azusa and the role of the Azusa Health Center. Ms.Peggy Martinez addressed Council in favor of the sale of the Azusa Health Clinic to Proyecto Del P.Martinez Barrio,stating that it has been a source of health care for her. - Comments Mr.Jorge Rosales addressed the issue of the Health Center stating that he has read the deed of the sale of J.Rosales the health center and it will remain a health center or be returned back to the City;he urged Council to Comments proceed with the sale of the clinic to El Proywo Del Barrio. The City Council recessed to Closed Session at 7:11 p.m.to discuss the following: Recess 1. PUBLIC EMPLOYEE PERFORMANCE EVALUATION(Gov.Code Sec.549571 Performance Title: CityManager Eval CM 2. CONFERENCE WITH LABOR NEGOTIATOR(Gov.Code See.5495761 Confw/ahor Agency Negotiators: Administrative Services Director-Chief Financial Officer Kreimeier Neg ACEA, Organizations ACEA,AMMA,and APMA AMMA,APMA 3. CONFERENCE WITH LEGAL COUNSEL—POTENTIAL LITIGATION Gov.Code Sec ConfwAegal 54956.9 tbl. One Case. Cast Special Meeting Item: - - Spec Mtg It. 4. REAL PROPERTY NEGOTIATIONS(Gov.Code Sec.54956.81 Real Prop Neg Address: 150 N.Azusa Avenue,Azusa,CA 91702 150 N.Azusa Negotiating Parties: E1 Proyecto Del Barrio—Corinne Sanchez,Presidenl{CEO City Negotiators: City Manager Delach and Assistant City Manager Makshanoff Under Negotiation: Price and Terms of Payment The City Council reconvened at 7:39 p.m.City Attorney Carvalho advised that with regard to the health Reconvened clinic item,direction was given to place on the agenda for the next meeting for approval. Mayor Rocha City Attorney advised that persons wishing to speak can come back in two weeks or could comment today. Mayor Rocha called the meeting to order. Call to Order Mr.Kyle Nava led in the Salute to the Flag. Flag Salute INVOCATION was given by Reverend LeRoy of the First Assembly of God Church Invocation ROLL CALL Roll Call PRESENT: COUNCILMEMBERS: GONZALES,CARRILLO,MACIAS,HANKS,ROCHA ABSENT: COUNCILMEMBERS: NONE _ Also Present ALSO PRESENT: City Attorney Carvalho,City Manager Detach,Assistant City Manager Makshanoff,Police Chief Garcia, Library Director Tovar,Assistant City Librarian Shahsavari,Director of Recreation and Family Services Jacobs,Recreation Supervisor Grannies,Economic and Community Development D'vector Christianson, Assistant Community Development Director McNamam, Director of Public Warks/Assistant City Manager Haes,City Clerk Mendoza,Deputy City Clerk Toscano. PUBLIC PARTICIPATION Pub Part Ms.Gimay Dadaian provided an update on City Links stating that both residents and students of Azusa G.Dadaian .Pacific University worked hard last Saturday removing bushes at Sierra Madre and San Gabriel and will Comments return next Saturday to work on other scheduled projects. She invited the community to a football game at APO where Bryan Clay,Gold Medal winner,will be recognized during half time;it will be called Azusa and Glendora day. Mr.Mike Lee expressed condolences to the family of Martin Solaria and urged all to wear helmets when M.Lee riding bikes.He urged all to register to vote by October 201°in order to vote in the November election,and Comments invited all to a meeting regarding the issues in Covina on Second street Tuesday. Executive Director of the Azusa Chamber of Commerce home Villaparim provided a report on the Chamber 1 Villapania which included but were not limited to membership,evens,ICSC Conference,networking breakfast,LA Comments County Fair,National Guard Family Symposium,and Taste of the Town. Mr. Sammy Zmibaf, owner of B Fomo addressed Council with concerns regarding parking on Azusa S.Zaribaf Avenue, the disarray of Heritage Court and the Breezeway next to his place of business. He also Comments questioned the functions of the Downtown Business Association and Chamber of Commerce with regard to addressing problems in the downtown area. Ms. Jane Beesley of the Rivers and Mountains Conservancy invited all to the celebration of theacquisition I Beesley of the Canyon Inn property 26 acres to be added to the Azusa Wilderness Park on September 24- at 11 am. Comments Ms.Suzanne Avila of California Resource Connections announced the Smart Gardening Workshop to be S Avila held at the EI Encanto parking lot on Saturday September 20 at 9 a.m. The workshop will include Comments instructions on drought tolerant yards;composting bins will be given away. Ms.Sherisse Tuk and Lyn Lewis of the Adult Soccer League addressed Cou icii submitting a petition to S.Tuk& request to open Eremite,Parking on the west side of the street from 7 a.m.—5 p.m. on Saturdays and Lyn Lewis Sundays due to the parking problems on those days. City Manager Delach advised them that the City has Encanto parking granted the City of Duarte to allow parking there and they will have to place signs allowing the parking. Mr.Eddie Alvarez on behalf of the Knights of Columbus invited all to a scholarship fundraiser entitled B Alvarez "lakes Night"on Sunday,September 21"from 5:30—7:30 p.m.at Saint Frances of Rome school. Jokes Jake's Night will be serving food and donate part of the proceeds. He expressed concern regarding the street sweeping Kniglua of schedule and problems on Angeleno. Columbus 09/15108 PAGE TWO Ms.Gloria Calderon and Sylvia Contreras of the Azusa Golden Days Committee announced that the parade G.Calderon1 will be on October I I a and events begin October 4'";Peggy Martinez introduced honored citizens Ramona &S.Contreras Rubio and Josie Vem and provided a bio of each one. Golden Day.+^ Ms. Barbara Dickerson, School Board Member,thanked the community for how they responded to the B.Dickerson family who lost their little boy;she read the newspaper article regarding Martin Solaria. She talked about Comments the list of students who will be attending schools college,etc.and the program she has been working with the City in recognizing these students suggesting alternative methods ofnecognition. Mr.Greg Ahern addressed Council complementing the Ci Links ro G.Ahem P g City p gram as well as the many students of Comments Azusa Pacific University who have been involved in it. Mr.Art Morales announced the beginning of Spanish Heritage Month and thanked the Library for A.Morales its recognition of the event; he displayed a Coal of Arms of Spain and talked about its Comments significance. Ms. Alva Dominguez,on behalf of several members in the audience, expressed concern regarding the A.Dominguez possible closure of the Azusa Health Clinic;she advised that they are health promoters who go to homes in Comments Azusa and thein base is the Health Center; she urged Council to approve the sale of the center to EI Proyeeto del Barrio. City Manager Delach responded to questions from speakers regarding Encanto Parkway parking;parking City Mgr on Azusa Avenue;concerns regarding the Breezeway;and Director of Public Works Ham responded street Comments sweeping citations/wamings questions. REPORTS UPDATES COUNCIL BUSINESS AND ANNOUNCEMENTS-STAFF Rpts/Updates Moved by Councilmember Gonzales,seconded by Mayor Pro-Tem Carrillo and unanimously carried that Sponsorship request for$100 sponsorship to Jasmine Mendez of Gladstone High to attend cheerleading camp, be J.Mendez approved. Mayor Rocha addressed item regarding the feasibility ofworking with AUSD to enforce the use of helmets City/AUSD when riding bikes to and from school stating that he has contacted the Superintendent of Azusa Unified Bicycle Helmet School District Cynthia Cervantes and she is willing to work with the City;every=beat will enforce that, Program if there is no helmet kids cannot ride a bike to school; he distributed a report to Council,City Attorney, and City Clerk which listed regulations governing bicycle safety;he talked about setting up a meeting with mimmeotalives of AUSD,Azusa Police,and Council representatives to discuss the subject and come back with options for safety. _ Moved by Mayor Pro-Tem Carrillo, seconded by Councilmember Hanks and unanimously carried that Cert ofRec request for certificate of recognition to the Azusa Civitans on receiving Statewide recognition for the most Crvimm Civic projects be approved. The update by EI Pmyecm Del Barrio Director Lorraine Gutierrez to on the Azusa Health Center was EI Proyecto continued to the meeting of October 6,2008. Continued It was consensus of Councilmembem to schedule [he Board and Commission Interviews for Monday, Interviews Brd September 296,at 6:00 p.m.in the Azusa Light and Water Conference Room. &Com 9/29 Moved by Councilmember Hanks,seconded by Councilmember Gonzales and unanimously carried that Cert ofRec request for certificates of recognition to Michael Volumes,Stuart Goss,and Robert Augustine,for attaining Eagle Scouts the rank of Eagle Scout,be approved. Moved by Councilmember Hanks, seconded by Councilmember Macias and unanimously carried that Price Marine request for proclamation to the Marine Corps in celebration of its 233"Birthday,be approved. Corps Moved by Councilmember Gonzales,seconded by Councilmember Macias and unanimously carried that Cert ofAppmc request for certificates of appreciation for sponsors of the Summer Reading Program,to be awarded at the Summer Rdg October 6th City Council Meeting,be approved. sponsors Assistant City Librarian Shahla Sha navmi, and Ms. Julianne Smith of Curter for Academic Service An.Reads, Learning and Research at Azusa Pacific University,announced thisear's federal work- Writes,Counts Y study participation in the Azusa Roads,Writes&Counts,and Azusa Calculate programs conducted at the Azusa City Library, they invited the residents to attend the programs and introduced tutors in attendance:Klrston,Hanna and Samantha. Moved by Mayor Pro-Tem Carrillo,seconded by Councilmember Gonzales and unanimously earned that Proc 1.Ochoa request for proclamation for(lean Ochoa in celebration of her refnnnent from the Human Relations Svs to HRC Commission,be approved. 09/15/08 PAGE THREE f Moved by Councilmember Macias, seconded by Councilmember Hanks and unanimously carried that Cert of Apprec request for certificate of appreciatioa to Margaret A.Marston as she reties with ten years of service to the M.Marston City of Azusa as reference librarian at the Azusa City Library,be approved. ' Moved by Mayor Pro-Tem Carrillo, seconded by Councilmember Macias and unanimously carried to Proc Fire approve request for a proclamation declaring the month of October as 2008 Fire Prevention Month. Prevention Mon Mayor PmTem Carrillo wished Happy Birthday to his daughter,Sofia,in celebration ofher 1°birthday. Carrillo cast Councilmember Macias thanked all for the support of Spanish Heritage month;asked that staff review a list Macias of repairs/maintenance for the Breezeway and alleyway and requested (direction to City Manager) a Comments proclamation for Ms.Francs Nelson for her 40+years of service to Azusa Sister City. Councilmember Hanks talked about the importance of bicycle safety;reminded all to give thoughts and Hanks prayers to victims of hurricane Ike in Texas and victims of the train and Metrolink collusion in San Comments Fernando Valley;and thanked staff and City Manager for the demonstration of low energy asphalt project. Councilmember Gonzales reminded all to slow down when driving around schools;invited all to attend the Gonzales Jr.All American Football Dance to be held on Saturday,September 276 at the VFW;he invited all to Comments attend the Celebrity Softball Game on October 5'"as part of Golden Days events and named many of the celebrities that will be playing. Mayor Rocha requested that the meeting be adjourned in memory of Marlin Scorn,n,Larry Mathis,and all Rocha the victims of September 116. He thanked VFW,Costco,Loy Pat of Sodc Farm,Home Depot,La Flor de comments Mexico,Max's Restaurant and Taco Bell,who have contributed to the success of City Links program. All Councilmembem expressed condolences to the Solorio Family on the loss of Martin Solorio,their son. Solaria Family The CONSENT CALENDAR consisting of Items C-1 through C-7 was approved by motion of Consent Cal Mayor Pro-Tem Carrillo,seconded by Councilmember Hanks and unanimously carried. Approved 1. The minutes of the regular meeting of September 2,2008,were approved as written: Min appvd 2. . Approval was given for the purchase of(2)sets of scoreboards to replace the existing Memorial Purchase Park Recreation Center scoreboard and to install new scoreboard in the former National Guard Scoreboards Armory in the amount of$20,656.79(per set)or a total of$41,313.58 from Daktronics—Anaheim, Mem Pk/Akmory Ch 3. Approval was given for the purchase of thirty three Astro Digital XTS1500 handheld radios from Purchase Motorola Inc., clo Communication Center. This purchase, which includes batteries, antennas, Handheld radios programmable software,remote microphones and battery chargers,totals 545,077.50. 4. Approval was given for the purchase of one 2007 Chevrolet Tahoe from Clippinger Chevrolet,2000 Purchase E.Garvey Avenue South,West Covina,CA 91791,in an amount not to exceed$33,365.96 and to 2007 Chevrolet approve the purchase of this vehicle based on a competitive bid process completed by the City of El Tahoe Cajon in which they ordered two 2007 Chevrolet Tahoes,Order#88220. 5, Approval was given for two Off-Campus Federal Work-Study Program Agreements; one for Agreements AZUSA READS and another for AZUSA CALCULATES and the City Manager was authorized to Azusa Reads, sign Calculates 6. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA ESTABLISHING Res.08-C79 RULES AND REGULATIONS RELATING TO EMPLOYER-EMPLOYEE RELATIONS. Employer-Emp 7. The following resolution was adopted and entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA ALLOWING CERTAIN Res.08-080 CLAIMS AND DEMANDS AND SPECIFYING THE FUNDS OITL OF WHICH THE SAME Warrants ARE TO BE PAI). SPECIAL CALL ITEMS Special Call None. THE CITY COUNCHL RECESSED AND THE REDEVELOPMENT AGENCY CONTINUED AT Cncl Recess 9:04 P.M. THE CITY COUNCIL RECONVENED AT 9:05 P.M. CRA Convene The City Council recessedback into Closed Session at 9:05 p.m. The City Council reconvened at 10:12 Closed Session p.m.,there was no reportable action. 09/15/08 PAGE FOUR It was consensus of Councilmmbers to adjoum in memory of Martin Solaria,Larry Mathis,and all the Adjourn in victitasuf Septern rlln. Memory of M.Salorio,�^ L.Mathis, Victims of Sep[mber 11a UPCOMING MEETINGS: Upcoming September 22,200$Utility Board Meeting- p. (Victor Hodge School-700 W.11'"St.Ansa) Meetings pm October 6,2008,City Council Meeting-6:30 p.m.(AuAu ditorium) October 20,2008,City Council Meeting-6:30 p.m.(Auditorium) October 27,2008,Utility Board Meeting-6:30 p.m.(Light and Water Conference Room) - TIME OF ADJOURNMENT: 10:13 P.M. CITY CLERK - NEXT RESOLUTION NO.2008-C81. NEXT ORDINANCE NO.2008-011. 09/15/08 PAGE FIVE � hJpF.g2G U' CONSENT CALENDAR TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: KERMIT FRANCIS, INTERIM DIRECTOR OF HUMAN RESOURCES/PERSONNEL OFFICER VIA: F.M. DELACH, CITY MANAGER/#Id,-;o DATE: OCTOBER 6, 2008 SUBJECT: HUMAN RESOURCES ACTION ITEMS RECOMMENDATION It is recommended that the City Council approve the following Personnel Action Requests in accordance with the City of Azusa Civil Service Rules and applicable Memorandum of Understanding(s). BACKGROUND On September 23, 2008, the Personnel Board confirmed the following Department Head recommendations regarding the following Personnel Action requests. A. MERIT INCREASE AND/OR REGULAR APPOINTMENT: DEPT NAME ' CLASSIFICATION NCTIONJEFF RANGE/STEP DATE BASE MO SALARY PD Stephen Sphar, II Police Officer Reg. Appt. 6101/2 8/24/2008 $5,523.18 UTL Samantha Customer Service Merit Inc 5154/5 Bowman Representative I 08/23/2008 $3,856.88 UTL Vincent Apprentice Line :]!Reg. Appt/Merit Inc 5204/2 Benavidez Mechanic /10/2008 $5,635.41 B. NEW APPOINTMENT: The following appointments have been requested by department heads pursuant to the Rules of The Civil Service System. DEPT -NAMECLASSIFICATION EFFECTWEDATE 'RANGE/STEP - ` PW Terry Tate Facilitiesamtenance Pending Physical & 4174/1 Worker III Finger Prints $3,979.56 C. FLEXIBLE STAFFING PROMOTION: The following flexible staffing promotional appointments have been requested by department head(s) pursuant to the Rules of the Civil Service System. DEPT NAME' . CLASSIFICATION EFFECTIVE RANGE/STEP' FROMITQ .r. DATEBASE.MO.SALARY' UTL Sean Smith From: Line Mechanic 09/10/2008 5188/5 Helper $5,635.41 To: Apprentice Line Mechanic D. PROMOTION—The following promotion(s)have been requested by the department head and are being made in accordance with the City of Azusa Rules of the Civil Service System. DEPT .=NAME " PROMOTION . EFFECTIVE. RANGE/STEP" �. FROM/TO DATE BASE MO..SALARY PW Richard Gardea From: Street Maint. 10/14/2008 3205/3 Worker I1I $5054.63 To: Public Works Inspector UTL Keith Chagnon From: Line Mechanic 10/07/2008 5228/4 To: Electric Crew $7,834.92 Supervisor FISCAL IMPACT There is no fiscal impact, as positions listed are funded in approved department budgets. • v k CONSENT CALENDAR TO: THE HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: ALBERT TOVAR, DIRECTOR OF LIBRARY SERVICES VIA: F.M. DELACH, CITY MANAGERZh#vp DATE: OCTOBER 6, 2008 SUBJECT: LIBRARY DEPARTMENT BUDGET AMENDMENT, APPROVAL FOR VAN CONVERSION SERVICES FOR THE LIBRARY BOOKMOBILE AND APPROVAL TO WAIVE FORMAL BIDDING PROCESS RECOMMENDATION It is recommended that the City Council authorize the following: 1. Amend the Library Department's budget by $26,114 with funds from the Library's Public Library Fund (PLF) grant account for the purchase of services to convert a new Dodge Sprinter van into a bookmobile. 2. Waive the formal bidding process pursuant to Azusa Municipal Code Section 2-523 (b), no competitive market, and 3. Approve the issuance of a purchase order for van conversion services from Universal Specialty Vehicles, Inc. of Perris, CA not to exceed $29,614.53 BACKGROUND In its effort to implement bookmobile library service using grant funds from the Canyon City Foundation, the Library Department has reached a stumbling block with unanticipated costs to convert a new 2008 Dodge Sprinter van into a bookmobile. The cost to convert the van to meet the Department's needs is $29,614.53. The Library Department was awarded $61,385 in grant funds from the Canyon City Foundation for the purpose of establishing a mobile library van that would reach out to underserved communities within the Azusa City Library's service jurisdiction. The mobile van service called "Library On the MoveBiblioteca M6vil" was scheduled to begin in the fall of this year; however, delays in getting estimates and additional design work have pushed the project back a few months. The Dodge Sprinter 2008 van purchase was approved by City Council on July 8, 2008 and the van was received by the Library 1 Department on July 14, 2008. The total cost for the van was $44,878.38 and the Canyon City Foundation's budget was $45,000. Original plans were to minimally convert the van and use portable shelving units that would be taken, in and out of the library van using an aluminum ramp. Further consideration determined that this would be too labor-intensive and increase potential injuries or accidents. Library Administration received estimates to fully convert and customize the van to meet the Department's true needs. It is Library Staff's opinion that this conversion will be fully customized to meet the Library Department's programmatic needs and the overall cost for the bookmobile would still be less than an "off the rack and ready-to-go" bookmobile van. In March 2008, the Library Department submitted a request'to the Canyon City Foundation for additional funding ranging from $25,000 - $30,000; however, the Foundation was not able to support this request. At this point, the Library Department decided to still move forward with the project as the need to reach out to underserved communities was still valid and many residents and community agencies were very receptive to this new service. Indicative of this support, the Friends of the Azusa City Library pledged their support of $5,000 towards conversion costs at their July 26, 2008 meeting. The number of companies who are qualified to perform van to bookmobile conversion is extremely limited. Approximately 15 van conversion companies in Southern California were surveyed by the Library Department. Ten replied with a no response and five vendors replied with a yes. Several of those responding no indicated that they would not consider jobs under $40,000. Of the five companies responding yes, further investigation found that only three were potential vendors and only one had previous experience converting a van into a bookmobile. All three potential conversion vendors were visited and interviewed by Library Staff and it is staff's recommendation that only one vendor is qualified to perform the work. Universal Specialty Vehicles, Inc. of Perris, CA expects to complete the conversion in six to eight weeks. FISCAL IMPACT This is an unanticipated expense and the Library Department did not request a budget allocation for this item in the current fiscal year. The source of funds for this budget amendment is the Library Department's Public Library Fund (PLF) grant account #28-30-511-051 which has an available balance of$305,755 as of September 29, 2008. Costs to convert the van are supplemented with a donation from the Friends of the Azusa City Library in the amount of$5,000 to be used for van conversion exclusively. The $26,114 in this budget amendment will be allocated to an outside services account within the Library Department's operating budget. A contingency of$1,500 for unexpected costs is included in the amendment. ATTACHMENTS Proposal from Universal Specialty Vehicles, Inc. for$29,614.53 Letter from Friends of the Azusa City Library indicating $5,000 donation. 2 > [IffINE9tAi SPECIALTY tlE81CLES, tN6. 19052 Harvill Ave,Perris,CA 92570 PROPOSAL DATE: September 22, 2008 TO: Azusa City Library 7DODGE SPRINTER VAN Azzuu N. Dalton Avesa, CA 91702-2550 BOOKMOBILE CONVERSION LEAD TIME: 6-8 WEEKS QUANTITY ITEMS Dometic Duo-Therm Brisk Air model, 7.1 KBTU roof Air UNIT PRICE AMOUNT 1 Conditioner $495.00 $495.00 1 Power Tech PTRV-3 Diesel Generator Int nor cabinets&workstation(all interior cabinets and $6,370.00 S6,370.00 1 drawers to be lockable Book Shelf Racks 1 (16)7"x36"shelf, (8)9"x36"shelf. (6) $1 000.00 $1000.00 1 7"x24"shelf, 10 surface mount u n hts 96"Ion $7.000.00 $7,000.00 1 Removable Rollin Book Cart ' $348.00 $348.00 1 Electrical Power center and whin 1 30"Exterior rear door ram $194.00 $194.00 $1,190.00 $1,190.00 1 30"Exterior Electric side door ste 12v house battery with battery box,cables, dual ballery $1,400.00 $1,400.00 1 solenoid, breakers and batte cabinet with vent $500.00 $500.00 8 12 volt Be man ceflin mounted interior Ii lits 3,7r $190.00 1 Wall oriel&ceilin oriel choose from color in stock $500.00 1 FIAMMA Avenin Manua! $500.00 i Commercial Grade floor coverin 5850.00 5850.00 1 stock 9(choose from color in 4 Interior $1,000.00 $1,000.00 110 Volt Outlets NC NC 1 Freedman Handi-Fli seal with seat belt $415.00 $415.00 Subtotal $21,452.00 Sales Tax 7.75% $1,662.53 Labor $6,500.00 USV Standard warranty is for 1 year or 12,000 miles on Total $29,614.53 electrical components, interior and exterior conversion work. Component warranties are extended to customer from manufacturer Require a 5p%deposit to start with the balance due upon ICLES, completion and INC.acceptance at UNIVERSAL SPECIALTY VEH THIS pUO IS VALID FOR 30 DAYS SIGNATURE: DATE: PLEASE SIGN AND DATE FOR APPROVAL. FAX TO 951-943-732_ Friends of the Azusa City Library 729 N. Dalton Ave. Azusa, CA 91702 (626) 812-5120 July 30, 2006 Albert Tovar, Library Director Azusa City Library 729 N. Dalton Ave. Azusa, CA 91702 Dear Albert: This will confirm that at our monthly meeting on Saturday, July 26, 2008; the members voted to donate $5,000 towards equipment for the Bookmobile. If you would like one check made payable to the Azusa City Library for $5,000, we request that you submit copies of invoices for equipment purchased totaling a like amount. Or, if you prefer, you can submit invoices for reimbursement up to $5,000. Please let Karen Mingle know of your choice. As always, the Friends of the Azu9a City Library are pleased to be able to assist in the support of this new and exciting service to the community. Sincerely, `Judy cretary Cc:. Karen Mingle r� i C,UFpaN�P- CONSENT CALENDAR TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: TITO HAES, PUBLIC WORKS DIRECTOR/ASSISTANT CITY MANAGER VIA: F.M. DELACH, CITY MANAGER A' DATE: OCTOBER 6, 2008 SUBJECT: RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO A DISADVANTAGED BUSINESS ENTERPRISE (DBE) RACE-NEUTRAL IMPLEMENTATION AGREEMENT WITH THE STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION RECOMMENDATION It is recommended that the City Council approve this resolution authorizing the City Manager to enter into a Disadvantaged Business Enterprise Race-Neutral Implementation Agreement with the State of California Department of Transportation in order to comply with changes to the State's federally mandated Disadvantaged Business Enterprise Program. BACKGROUND A Ninth Circuit Court of Appeals decision involving the Washington State Department of Transportation (WSHDOT) held that WSHDOT lacked sufficient evidence to support the use of race-conscious measures on federal-aid contracts. The Ninth Circuit's decision is the controlling authority for California and other Western States within its jurisdiction. As a result of this ruling, the State of California Department of Transportation (Caltrans) performed an assessment of its Disadvantaged Business Enterprise (DBE) Program and the use of race-conscious goals on individual contracts. Based on this assessment, Caltrans determined that its program may not meet the new evidentiary standards established by the Ninth Circuit. However, the federally mandated DBE Program itself was not declared unconstitutional. As a result of the Ninth Circuit's decision, Caltrans implemented a Race-Neutral DBE program on May 1, 2006. Caltrans has made the following major changes to their DBE program: • Local agencies will no longer have their own separate DBE programs. Instead, local agencies must complete a Disadvantaged Business Enterprise Race-Neutral Implementation Agreement. • Local agencies may no longer advertise and award contracts with federal-aid funds containing race-conscious DBE goals. • All federal-aid procurements shall contain race-neutral DBE contract language. Jy Under the previous DBE program with race-conscious .measures, contractors bidding for City projects were required to meet the advertised DBE contract goal, or show a"good faith effort"to meet the goal. The City cannot continue requiring bidders to meet DBE goals or provide proof of a good faith effort, and as a result will no longer be able to use DBE goals and good faith efforts as qualification criteria for contract bids or procurement of professional services contracts. The new Caltrans program does not include DBE contract goals, but encourages participation of DBEs through race-neutral methods such as advertising bids and requests for proposals in ways that facilitate DBE and other small business participation, the unbundling of contracts and by providing technical assistance. In order to comply with new statewide DBE requirements, and to continue receiving federal-aid for ongoing and future transportation projects, the City must execute and submit the Disadvantaged Business Enterprise Race-Neutral Implementation Agreement to Caltrans. This agreement formally acknowledges the City's responsibilities under the Caltrans Race-Neutral DBE Program. FISCAL IMPACT There are no fiscal impacts to enter into the Disadvantaged Business Enterprise Race-Neutral Implementation Agreement with Caltrans. However, if the Agreement is not submitted to Caltrans, the City would not be eligible to receive federal financial assistance from the U.S. Department of Transportation. Attachments: 1. Resolution Adopting a Race-Neutral DBE Program Plan 2. Exhibit -A Annual Anticipated DBE Participation Level(AADPL) RESOLUTION NO, A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA, CALIFORNIA, ADOPTING A RACE-NEUTRAL DISADVANTAGED BUSINESS ENTERPRISE (DBE) PROGRAM PLAN THE CITY COUNCIL OF THE CITY OF AZUSA DOES HEREBY RESOLVE AS FOLLOWS: WHEREAS, the City of Azusa has adopted a race-conscious Disadvantaged Business Enterprise Program; and WHEREAS, the Ninth Circuit Court of Appeals, in a decision regarding the Washington State Department of Transportation, determined that sufficient evidence must exist to support the use of race-conscious measures on federal-aid contracts; and WHEREAS, the State of California Department of Transportation (Caltrans) conducted an assessment of its DBE Program, including an extended public comment period, and determined that the use of race-conscious programs and goals could violate the Ninth Circuit ruling, which is the controlling authority for California; and WHEREAS, as of May 1, 2006, Caltrans adopted and began implementing the California Department of Transportation Race-Neutral DBE Program Plan at both the state and local level; and WHEREAS, the Caltrans Race-Neutral DBE Program replaces the existing Caltrans Race-Conscious DBE program; and WHEREAS, local agencies no longer have their own separate DBE programs, but must instead complete a Disadvantaged Business Enterprise Race-Neutral Implementation Agreement between the local agency and Caltrans; and WHEREAS, rather than establishing their own DBE goals, local agencies are now required to calculate an Annual Anticipated DBE Participation Level (AADPL) based on factors set forth in the Local Programs Procedures, which revise the Local Assistance Procedures Manual to provide for solely race-neutral program, and to submit the AADPL to Caltrans for the relevant federal funding year; and WHEREAS, in order to comply with the new Caltrans Race-Neutral DBE Program, local agencies must also make certain changes to all federal-aid contracts, including the addition of certain boiler plate revisions for all federal-aid construction contracts, and the inclusion of new exhibits to all federal-aid consultant contracts; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AZUSA, CALIFORNIA, DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The City of Azusa hereby adopts its Race-Neutral DBE Program and authorizes the City Manager to execute the Disadvantaged Business Enterprise Race- Neutral Implementation Agreement. Section 2. The City of Azusa hereby adopts 13% as its AADPL for federal funding year 2008-2009, based on the methodology set forth in Exhibit "A" to this Resolution. APPROVED and PASSED this day of 2008 By: Joseph R. Rocha, Mayor ATTEST: Vera Mendoza, City Clerk APPROVED AS TO FORM: Sonia Carvalho, City Attorney STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) CITY OF AZUSA ) I, Vera Mendoza, City Clerk for the City of Azusa, do hereby certify that the foregoing Resolution was duly adopted by the City Council of the City of Azusa at a regular meeting held on the 2"d day of September, 2008, by the following vote of the Council: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: ABSTAIN: COUNCILMEMBERS: Vera Mendoza, City Clerk EXHIBIT "A" (RESOLUTION NUMBER X) CITY OF AZUSA FEDERAL FISCAL YEAR 2008-09 Annual Anticipated DBE Participation Level (AADPL) The City of Azusa is required to calculate the level of Disadvantaged Business Enterprises (DBE) participation and utilization that the city expects can be achieved on contracts that are to be awarded within federal fiscal year 2008-09. The information must be provided to the State of California Department of Transportation (Caltrans), for Caltrans' use in establishing the statewide overall DBE goal. The AADPL methodology is a two-step process. The first step is determining a base figure for the relative availability of DBEs. This step is achieved by determining the number of ready, willing and able DBEs in the Los Angeles, San Bernardino, and Orange Counties, divided by the number of all ready, willing and able firms in the Los Angeles, San Bernardino, and Orange Counties. Once a base figure is determined, the second step is to review and assess known evidence potentially impacting the relative availability of DBEs within the three-county areas and adjust the base figure as needed. STEP 1: Calculating the Base Figure The following lists the number of available construction, engineering, and architectural firms and DBE firms in each of the three-county areas, based on the California Unified Certification Program DBE Database of Certified Firms and the 2006 U.S. Census Bureau County Business Pattern Database: CONSTRUCTION Los Angeles 13,827 firms San Bernardino 3,649 firms Orange 7,050 firms SUM = 24,526 firms Of the 24,526 construction firms, 3,408 are DBE firms. ENGINEERING SERVICES Los Angeles 1,546 firms San Bernardino 246 firms Orange 1,068 firms SUM =2,860 firms Of the 2,860 engineering services firms, 351 are DBE firms. ARCHITECTURAL SERVICES Los Angeles 1,048 firms San Bernardino 46 firms Orange 424 firms SUM = 1,518 firms r. Of the 1,518 architectural services firms, 78 are DBE firms. GRAND TOTAL OF AVAILABLE FIRMS = 28,904 GRAND TOTAL OF DBE FIRMS = 3,837 The base figure is calculated by dividing the GRAND TOTAL OF DBE FIRMS by the GRAND TOTAL OF AVAILABLE FIRMS. GRAND TOTAL OF DBE FIRMS — BASE FIGURE GRAND TOTAL OF AVAILABLE FIRMS- 3,837 = 13.27 % = 13% BASE FIGURE 28,904 STEP 2: Adjusting the Base Figure Several factors, as outlined in the Local Programs Procedures process for establishing the AADPL, were considered determine if there was a need to adjust the base figure. Since the City of Azusa has not utilized any federal funds in the last three fiscal years, an adjustment to the calculated base figure is not required. Local Assistance Procedures Manual - EXHIBIT 9-A DBE Race-Neutral Implementation Agreement for Local Agencies Exhibit 9-A Disadvantaged Business Enterprise Race-Neutral Implementation Agreement for Local Agencies DISADVANTAGED BUSINESS ENTERPRISE RACE-NEUTRAL IMPLEMENTATION AGREEMENT FOR LOCAL AGENCIES LPP 06-03 Page 9-27 July 21,2006 EXHIBIT 9-A Local Assistance Procedures Manual DBE Race-Neutral Implementation Agreement for Local Agencies DISADVANTAGED BUSINESS ENTERPRISE RACE-NEUTRAL IMPLEMENTATION AGREEMENT For the City/County of hereinafter referred to as "RECIPIENT." 1 Definition of Terms The terms used in this agreement have the meanings defined in 49 CFR § 26.5. 11 OBJECTIVE/POLICY STATEMENT(§26/1. 26/23) The RECIPIENT intends to receive federal financial assistance from the U. S. Department of Transportation (DOT) through the California Department of Transportation(Caltrans), and as a condition of receiving this assistance,the RECIPIENT will sign the California Department of Transportation's Disadvantaged Business Enterprise Implementation Agreement (hereinafter referred to as Agreement). The RECIPIENT agrees to implement the State of California, Department of Transportation Disadvantaged Business Enterprise(DBE) Program Plan (hereinafter referred to as the DBE Program Plan) as it pertains to local agencies. The DBE Program Plan is based on U.S. Department of Transportation (DOT),49 CFR, Part 26 requirements. It is the policy of the RECIPIENT to ensure that DBEs, as defined in Part 26, have an equal opportunity to receive and participate in DOT-assisted contracts. It is also their policy: • To ensure nondiscrimination in the award and administration of DOT-assisted contracts. • To create a level playing field on which DBE's can compete fairly for DOT-assisted contracts. • To ensure that their annual overall DBE participation percentage is narrowly tailored,in accordance with applicable law. • To ensure that only firms that fully meet 49 CFR,Part 26 eligibility standards are permitted to participate as DBEs. • To help remove barriers to the participation of DBEs in DOT-assisted contracts. • To assist the development of firms that can compete successfully in the market place outside the DBE Program. III Nondiscrimination (§26.7) RECIPIENT will never exclude any person from participation in, deny any person the benefits of, or otherwise discriminate against anyone in connection with the award and performance of any contract covered by 49 CFR, Part 26 on the basis of race, color, sex, or national origin. In administering the local agency components of the DBE Program Plan, the RECIPIENT will not, directly,or through contractual or other arrangements,use criteria or methods of administration that have the effect of defeating or substantially impairing accomplishment of the objectives of the DBE Program Plan with respect to individuals of a particular race,color, sex, or national origin. Page 9-28 July 21, 2006 LPP 06-03 Local Assistance Procedures Manual Exhibit 9-A DBE Race-Neutral Implementation Agreement for Local Agencies IV Annual DBE Submittal Form (§26.21) The RECIPIENT will provide to the Caltrans District Local Assistance Engineer(DLAE) a completed Local Agency DBE Annual Submittal Form(Exhibit 9-13) by June 1 of each year for the following Federal Fiscal Year (FFY). This form includes an Annual Anticipated DBE Participation Level (AADPL), methodology for establishing the AADPL,the name, phone number, and electronic mailing address of the designated DBELO,and the choice of Prompt Pay Provision to be used by the RECIPIENT for the following FFY. V Race-Neutral Means of Meeting the Annual DBE Goal (§26.51) RECIPIENT will assist Caltrans to achieve its Overall Statewide DBE Goal by using race-neutral means of facilitating DBE participation. Race-neutral DBE participation includes any time a DBE wins a prime contract through customary competitive procurement procedures, is awarded a subcontract on a prime contract that does not cavy a DBE goal, or even if there is a DBE goal, wins a subcontract from a prime contractor that did not consider its DBE status in making the award (e.g., a prime contractor that uses a strict low-bid system to award subcontracts). Race-neutral means include, but are not limited to,the following: I. Arranging solicitations,times for the presentation of bids,quantities,specifications, and delivery schedules in ways that facilitate DBE, and other small businesses, participation(e.g., unbundling large contracts to make them more accessible to small businesses, requiring or encouraging prime contractors to subcontract portions of work that they might otherwise perform with their own forces); 2. Providing assistance in overcoming limitations such as inability to obtain bonding or financing(e.g., by such means as simplifying the bonding process, reducing bonding requirements, eliminating the impact of surety costs from bids,and providing services to help DBEs, and other small businesses, obtain bonding and financing); 3. Providing technical assistance and other services; 4. Carrying out information and communication programs on contracting procedures and specific contract opportunities(e.g., ensuring the inclusion of DBEs,and other small businesses, on recipient mailing lists of bidders;ensuring the dissemination to bidders on prime contracts of lists of potential subcontractors; provision of information in languages other than English, where appropriate); 5. Implementing a supportive services program to develop and improve immediate and long-term business management,record keeping,and financial and accounting capability for DBEs and other small businesses; 6. Providing services to help DBEs, and other small businesses, improve long-term development, increase opportunities to participate in a variety of types of work, handle increasingly significant projects,and achieve eventual self-sufficiency; 7. Establishing a program to assist new, start-up firms, particularly in fields in which DBE participation has historically been low; 8. Ensuring distribution of your DBE directory,through print and electronic means,to the widest feasible universe of potential prime contractors;and 9. Assisting DBEs, and other small businesses, to develop their capability to utilize emerging technology and conduct business through electronic media. Z LPP 06-06 Page 9-29 November 14,2006 EXHIBIT 9-A Local Assistance Procedures Manual DBE Race-Neutral Implementation Agreement for Local Agencies VI Quotas (§26.43) RECIPIENT will not use quotas or set-asides in any way in the administration of the local agency component of the DBE Program Plan. VII DBE Liaison Officer(DBELO) (§26.25) RECIPIENT has designated a DBE Liaison Officer. The DBELO is responsible for implementing the DBE Program Plan, as it pertains to the RECIPIENT, and ensures that the RECIPIENT is fully and properly advised concerning DBE Program Plan matters. [Specify resources available to the DBELO; e.g.,the DBELO has a staff of two professional employees assigned to the DBE program on a full-time basis and two support personnel who devote a portion of their time to the program.] The name,address,telephone number,electronic mail address,and an organization chart displaying the DBELO's position in the organization are found in Attachment_to this Agreement.This information will be updated annually and included on the DBE Annual Submittal Form. The DBELO is responsible for developing, implementing, and monitoring the RECIPIENT's requirements of the DBE Program Plan in coordination with other appropriate officials. Duties and responsibilities include the following: I. Gathers and reports statistical data and other information as required. 2. Reviews third party contracts and purchase requisitions for compliance with this program. 3. Works with all departments to determine projected Annual Anticipated DBE Participation Level. 4. Ensures that bid notices and requests for proposals are made available to DBEs in a timely manner. 5. Analyzes DBE participation and identifies ways to encourage participation through race-neutral means. 6. Participates in pre-bid meetings. 7. Advises the CEO/goveming body on DBE matters and DBE race-neutral issues. 8. Provides DBEs with information and recommends sources to assist in preparing bids,obtaining bonding and insurance. 9. Plans and participates in DBE training seminars. 10. Provides outreach to DBEs and community organizations to fully advise them of contracting opportunities. Page 9-30 July 21,2006 LPP 06-03 Local Assistance Procedures Manual Exhibit 9-A DBE Race-Neutral Implementation Agreement for Local Agencies VIII Federal Financial Assistance Agreement Assurance (§26.13) RECIPIENT will sign the following assurance,applicable to and to be included in all DOT-assisted contracts and their administration, as part of the program supplement agreement for each project. The recipient shall not discriminate on the basis of race, color, national origin,or sex in the award and performance of any DOT-assisted contract, or in the administration of its DBE Program, or the requirements of 49 CFR Part 26. The recipient shall take all necessary and reasonable steps under 49 CFR, Part 26 to ensure nondiscrimination in the award and administration of DOT-assisted contracts. The recipient's DBE Program, as required by 49 CFR, Part 26 and as approved by DOT, is incorporated by reference in this agreement. Implementation of this program is a legal obligation and failure to carry out its terms shall be treated as a violation of this agreement. Upon notification to the recipient of its failure to carry out its approved program, the Department may impose sanctions as provided for under Part 26 and may, in appropriate cases, refer the matter for enforcement under 18 U.S.C. 1001 and/or the Program Fraud Civil Remedies Act of 1986 (31 U.S.C. 3801 et seq.). [Note—this language is to be used verbatim,as it is stated in §26.13(a).] IX DBE Financial Institutions (§26.27) It is the policy of the RECIPIENT to investigate the full extent of services offered by financial institutions owned and controlled by socially and economically disadvantaged individuals in the community to make reasonable efforts to use these institutions, and to encourage prime contractors on DOT-assisted contracts to make use of these institutions. Information on the availability of such institutions can be obtained from the DBELO. The Caltrans' Disadvantaged Business Enterprise Program may offer assistance to the DBELO. X Directory (§26.31) RECIPIENT will refer interested persons to the Unified Certification Program DBE directory available from the Caltrans Disadvantaged Business Enterprise Program's website at www.dot.ca.gov/hq/bep. XI. Required Contract Clauses (§§26.13,26.29) RECIPIENT ensures that the following clauses or equivalent will be included in each DOT-assisted prime contract: A. CONTRACT ASSURANCE The contractor or subcontractor shall not discriminate on the basis of race, color, national origin,or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR, Part 26 in the award and administration of DOT-assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy, as recipient deems appropriate. [Note—This language is to be used verbatim, as is stated in §26.13(b). See Caltrans Sample Boiler Plate Contract Documents on the Intemet at www.dot.ca.gov/hq/LocalPrograms under"Publications."] LPP 06-03 Page 9-31 July 21,2006 EXHIBIT 9-A Local Assistance Procedures Manual DBE Race-Neutral Implementation Agreement for Local Agencies B. PROMPT PAYMENT Prompt Progress Payment to Subcontractors A prime contractor or subcontractor shall pay to any subcontractor not later than 10-days of receipt of each progress payment, in accordance with the provision in Section 7108.5 of the California Business and Professions Code concerning prompt payment to subcontractors. The 10-days is applicable unless a longer period is agreed to in writing. Any delay or postponement of payment over 30 days may take place only for good cause and with the agency's prior written approval. Any violation of Section 7108.5 shall subject the violating contractor or subcontractor to the penalties, sanctions,and other remedies of that Section.This requirement shall not be construed to limit or impair any contractual,administrative, or judicial remedies,otherwise available to the contractor or subcontractor in the event of a dispute involving late payment or nonpayment by the contractor,deficient subcontractor performance,and/or noncompliance by a subcontractor.This clause applies to both DBE and non-DBE subcontractors. Prompt Payment of Withheld Funds to Subcontractors The local agency shall include either(1), (2), or(3)of the following provisions [local agency equivalent will need Caltrans approval] in their federal-aid contracts to ensure prompt and full payment of retainage [withheld funds] to subcontractors in compliance with 49 CFR 26.29. 1. No retainage will be held by the agency from progress payments due to the prime contractor. Prime contractors and subcontractors are prohibited from holding retainage from subcontractors. Any delay or postponement of payment may take place only for good cause and with the agency's prior written approval. Any violation of these provisions shall subject the violating contractor or subcontractor to the penalties,sanctions, and other remedies specified in Section 7108.5 of the California Business and Professions Code. This requirement shall not be construed to limit or impair any contractual, administrative,or judicial remedies, otherwise available to the contractor or subcontractor in the event of a dispute involving late payment or nonpayment by the contractor, deficient subcontractor performance, and/or noncompliance by a subcontractor. This clause applies to both DBE and non-DBE subcontractors. 2. No retainage will be held by the agency from progress payments due the prime contractor. Any retainage kept by the prime contractor or by a subcontractor must be paid in full to the earning subcontractor in 30 days after the subcontractor's work is satisfactorily completed. Any delay or postponement of payment may take place only for good cause and with the agency's prior written approval. Any violation of these provisions shall subject the violating contractor or subcontractor to the penalties,sanctions, and remedies specified in Section 7108.5 of the California Business and Professions Code. This requirement shall not be construed to limit or impair any contractual, administrative, or judicial remedies, otherwise available to the contractor or subcontractor in the event of a dispute involving late payment or nonpayment by the contractor, deficient subcontractor performance,and/or noncompliance by a subcontractor. This clause applies to both DBE and non-DBE subcontractors. Page 9-32 LPP 06-03 - July 21,2006 Local Assistance Procedures Manual Exhibit 9-A DBE Race-Neutral Implementation Agreement for Local Agencies 3. The agency shall hold retainage from the prime contractor and shall make prompt and regular incremental acceptances of portions,as determined by the agency of the contract work and pay retainage to the prime contractor based on these acceptances. The prime contractor or subcontractor shall return all monies withheld in retention from all subcontractors within 30 days after receiving payment for work satisfactorily completed and accepted including incremental acceptances of portions of the contract work by the agency. Any delay or postponement of payment may take place only for good cause and with the agency's prior written approval.Any violation of these provisions shall subject the violating prime contractor to the penalties,sanctions, and other remedies specified in Section 7108.5 of the Califomia Business and Professions Code. This requirement shall not be construed to limit or impair any contractual, administrative, orjudicial remedies,otherwise available to the contractor or subcontractor in the event of. a dispute involving late payment or nonpayment by the contractor; deficient subcontractor performance;and/or noncompliance by a subcontractor. This clause applies to both DBE and non-DBE subcontractors. XII Local Assistance Procedures Manual The RECIPIENT will advertise, award and administer DOT-assisted contracts in accordance with the most current published Local Assistance Procedures Manual (LAPM). XIII Bidders List(§26.11) The RECIPIENT will create and maintain a bidders list, consisting of information about all DBE and non-DBE firms that bid or quote on its DOT-assisted contracts. The bidders list will include the name, address, DBE/non- DBE status, age, and annual gross receipts of the firms. XIV Reporting to the DLAE RECIPIENT will promptly submit a copy of the Local Agency Bidder-DBE Information (Exhibit 15-G "Local Agency Bidder-DBE (Construction Contracts)—Information"or Exhibit I0-0"Local Agency Proposer/Bidder- DBE(Consultant Contracts)-Information"of the LAPM)to the DLAE at the time of execution of consultant or construction contract award. RECIPIENT will promptly submit a copy of the Final Utilization of DBE partici pation to the DLAE using Exhibit 17-F"Final Report—Utilization of Disadvantaged Business Enterprises (DBE), First-Tier Subcontractors"of the LAPM immediately upon completion of the contract for each consultant or construction contract. XV Certification (§26.83(a)) RECIPIENT ensures that only DBE firms currently certified by the California Unified Certification Program will participate as DBEs on DOT-assisted contracts. LPP 06-03 Page 9-33 July 21,2006 Exhibit 9-A - - Local Assistance Procedures Manual DBE Race-Neutral Implementation Agreement for Local Agencies XVI Confidentiality RECIPIENT will safeguard from disclosure to third parties,information that may reasonably be regarded as confidential business information consistent with federal, state, and local laws. By (Signature ) Phone Number: (Print Name and Title)ADMINISTERING AGENCY (Authorized Governing Body Representative This California Department of Transportation's Disadvantaged Business Enterprise Program Plan Implementation Agreement is accepted by: Date: [Signature of DLAE] [Print Name of DLAE] Distribution: (I)Original—DLAE (2)Signed copy by the DLAE—Local Agency DBE Race-neutral Implementation Agreement for Local Agencies(05/01/06) Page 9-34 July 21,2006 - LPP 06-03 Unified Certification Program Page 1 of 1436 Back To Query Form Search Returned 3408 Records Mon Aug 2510:53:14 PDT 2008 Query Criteria County: LOS ANGELES ORANGE SAN BERNARDINO Naics Category: 23 Construction Finn Type: 1 Firm ID 32997 DBA Name VIRGINIA JOHNSON&ASSOCIATES Address Linel P.O.BOX 4947 Address Line2 City FRESNO State CA Zip Code1 93744 Zip Code2 4947 Certification Type DBE EMail vmj02@csufresno.edu Area Code (559) Phone Number 213-4944 Fax Area Code (5 59) Fax Phone Number 434-2451 Agency Name CITY OF FRESNO Counties 00; Districts 00; DBE NAICS 611710; . ACDBE NAICS Work Codes 18290 SCHOOLS&EDUCATIONAL SERVICES,NEC;18330 JOB TRAINING&RELATED SERVICES;18730 RESEARCH&TESTING SERVICES;18740 MANAGEMENT&PUBLIC RELATIONS;18990 SERVICES,NEC; Licenses Gender F Ethnicity BLACK Firm Type DBE ONLY Finn ID 28012 DBA Name ALTMAYER CONSULTING Address Linel 600 CARROLL WAY Address Line2 City PASADENA State CA Zip Code1 91107 Zip Code2 Certification Type DBE EMail lom@altmayerconsulting.com Area Code (626) Phone Number 405-2352. Fax Area Code (6 26) Fax Phone Number 405-0426 Agency Name LOS ANGELES COUNTY METRO TRANSPORTATION AUTHORITY(MTA) Counties D0; Districts 00; DBE NAICS 541611; ACDBE NAICS Work Codes Licenses Gender F Ethnicity CAUCASIAN Firm Type DBE ONLY http://www.dot.ca.gOV/ucp/QuerySubmit.do 8/25/2008 Unified Certification Program Page 1 of 154 Back To Query Form Search Returned 351 Records Mon Aug 2511:39:09 PDT 2008 Query Criteria County: LOS ANGELES ORANGE SAN BERNARDINO Naics Category: 54 Professional, Scientific, and Technical Services Naics Codes: 541330 Engineering Services Firm Type: 1 Firm ID 36712 DBA Name SIGMA ENGINEERING SOLUTIONS, INC Address Line1 313 PILOT ROAD,SUITE B Address Line2 - city IAS VEGAS State NV Zip Code1 69119 Zip Code2 Certification Type DBE Entail jtme@sigmaNV.com Area Code (702) Phone Number 247-4462 Fax Area Code (7 02) Fax Phone Number 632-2838 Agency Name DEPARTMENT OF TRANSPORTATION Counties 00; Districts - 00; DBE NAICS 541330; ACDBE NAICS Work Codes C8720 CIVIL ENGINEERING; - Licenses EC Civil Engineer; Gender M Ethnicity HISPANIC Firm Type DBE ONLY Firm ID 27986 DBA Name ALLSTATE SERVICES ENVIRONMETAL INC Address Line1 1826 POMONA RD Address Line2 city CORONA State CA Zip Code1 92880 Zip Code2 Certification Type DBE EMail sphelps@allstate-servicesxom . Area Code (951 ) Phone Number 340-1717 Fax Area Code (9 51 ) Fax Phone Number 340-1448 Agency Name CITY OF LOS ANGELES Counties 00; Districts 00; DBE NAICS 237310;238990;444120;541330;541380;54161 B;541690;541710;925120;926110; ACDBE NAICS A0780 LANDSCAPE&HORTICULTURAL SERVICES;C0612 SAFETY;C0659 PAINT;C8700 CONSULTANT; C8701 BUSINESS ADMINISTRATION;C8702 MANAGEMENT INFORMATION SYSTEMS;C8703 TRAFFIC Work Codes ENGINEER;C8706 DESIGN BRIDGES;C8707 FEASIBILITY STUDIES;C8716 ARCHITECTURAL ENGINEER; C8720 CIVIL ENGINEERING;C8722 ENVIRONMENTAL ENGINEER;C8730 SAFETY STUDIES;C8742 MECHANICAL ENGINEERS;F5230 PAINT,GLASS,&WALLPAPER STORES;16073 DRUG TESTING;18730 http://www.dot.ca.gov/ucp/QuerySubmit.do 8/25/2008 Unified Certification Program Page 1 of 34 Back To Query Form Search Returned 78 Records Mon Aug 2511:45:04 PDT 2008 Query Criteria County: LOS ANGELES ORANGE SAN BERNARDINO Naics Category: 54 Professional, Scientific, and Technical Services Naics Codes: 541310 Architectural Services Firm Type: 1 Firm ID 36840 DBA Name URBAN ROCK DESIGN Address Line1 670 MOULTON AVENUE,#7 Address Line2 city LOS ANGELES State CA Zip Code1 90031 Zip Code2 Certification Type DBE EMail jeanine@urbanrockdesign.com Area Code (323) Phone Number 227-0955 Fax Area Code (3 23) Fax Phone Number 227-0446 Agency Name CITY OF LOS ANGELES Counties 19; Districts 07; DBE NAICS 541310;541410;541490; ACDBE NAICS - Work Codes C8704 ARCHITECTURAL;C8705 DESIGN; Licenses ARC Architect; Gender F Ethnicity CAUCASIAN Firm Type DBE ONLY Firm ID 13126 DBA Name 7AGRODNIK&THOMAS ARCHITECTS Address LIne1 395830TH STREET Address Line2 City SAN DIEGO State CA Zip Code1 92106 Zip Code2 Certification Type DBE EMail mail@ztarc.com Area Code (619) Phone Number 528-1199 - Fax Area Code (6 19) Fax Phone Number 528-8181 Agency Name DEPARTMENT OF TRANSPORTATION Counties 00; Districts- 00; DBE NAICS 541310;541490:541618; ACDBE NAICS Work Codes C8700 CONSULTANT;C8704 ARCHITECTURAL;C8705 DESIGN; Licenses ARC Architect; Gender F Ethnicity CAUCASIAN http://www.dot.ca.gOv/ucp/QuerySubmit.do 8/25/2008 County Business Patterns Page 1 of 4 U.S. Census Bureau . --.. use'.•:, . CenStats 2006 County Business Los Angeles, CA Patterns (NAICS) Major Industry �',,�Srauc'�io.✓ To see a different year, select one 2006 ,_ Go! Payroll ($1,000) Industry Industry Code Description Number of Employees for 1st Total Annual Code week including March 12 Quarter Establishments Compare Total 3,895,886 42,557,560 4,873,234 249,977 17 Detail Compare 11---- Forestry, fishing, hunting, 785 E L513]7[::19,750 118 and agriculture support etail Compare 21---- Mining 2,078 36,899 140,810 127 D Detail Compare 22-- Utilities 14,103 368,231 1,164,903F 243 Detail Compare 23---- Construction 162,338 1,689,364 7,214,846 13,827 Detail Compare 31---- Manufacturing 473,532 5,197,589 21,006,299 15,569 Dil Compare 42---- Wholesale trade 274,941 3,194,573 13,448,416 23,428 eta Detail Compare 44---- Retail trade 424,457 2,706,860 11,237,794 30,089 http://censtats.census.gov/cgi-bin/cbpnaic/cbpsect.pl 8/25/2008 County Business Patterns Page 2 of 4 Detail ComparIIII 8:1 IL 48_-__ Transportation & 160 692 1 727 395 7,112 437 wazehousing 6,257 Detail Compare 51---- Information 218,198 3,760,88715,392,498 9,152 Detail Compare 52____ Finance & insurance 207,030 4,937,217 17,347,808 13,442 Detail Compare 53----L Real estate & rental & 92 764 1,097,285 4,390,361 leasing 13,907 Detail Compare 54---- Professional, scientific & 354,217 5,149,641 22,448,550 31,135 technical services Detail Compare 55---- Management of companies & IF enterprises 83,086 2,076,745 7,716,308 1,255 Detail Compare 56---- Admin, support, waste mgt, 289,420 1875 304 7 872,575 remediation services 10,802 Detail Compare 61---- Educational services 117,559 890,533 3,667,479 . 3,126 Detail Compare 62---- Health care and social 439,030 4,417,137 18,725,206 27,211 assistance Detail Compare 71Arts, entertainment & 75,830 1,073,440 6,117,173 recreation 10,759 Detail Compare 72---- Accommodation & food 333,797 1,286,528 5,414,189 18,831 services Detail Compare 81---_ Other services (except public 170 992 1 061,887 4,403 444 administration) 19,730 Detail Compare 99---- Unclassified establishments 1,037 4,908 32,388 969 Number of Establishments by Employment-size class Industry Industry Code Total 50- 100- 250- 500-Code Descri tion Estabs 1-4 5-9 10-19 20-49 ❑❑❑❑��1000 99 249 499 999 Compare Total 249,977 145,039 41,634 28,487 21,273 7,583 4,320 1,044 370 227 Detail Compare 11____ Forestry, fishing, hunting, 118 75 23 1E1 ❑❑❑E and agriculture support 0 http://censtats.census.gov/cgi-bin/cbpnaic/cbpsect.pl 8/25/2008 County Business Patterns Page 3 of 4 Detail Compare 21----I Mining) 127 59 18 21 uuL-1 ol 20 I Detail Compare 22---- Utilities 243 89 32 33 27 23 29 31=�= Detail Compare 23---- Construction 13,827 8,2982,313 1,569 1,049 361 181 35 17 Detail Compare 31---- Manufacturing 15,569 5,740 2,779 2,590 2,504 1,013 681 185 57 20 Detail Compare 42---- Wholesale trade23,428 13,447 1,922 571 313 59 19� 5 4,270 2,822 Detail Compare 44---- Retail trade 30,089 1.5,304 6;492 3,790 2,566 1,161 633 134=�= Detail Compare 4g____ Tranortation& 6,257 3,118 1,082 833 697 273 179 33 28Dtr ehousing Detail Compare 51---- Information 9,152 6 195 [5 :E[:779L:633 [�280F 200 63 25 22 Detail Compare 52---- Finance & insurance 13,442 7,925 2,192 1,675 1,032 320 191 58 37 12 Detail Compare 53---- Real estate & rleaai g 13,907 10,036 2,020 1,106 499 153 71 15 5 2 Detail Compare 54---- Professional, scientific & 31,135 22,054 4,253 2,488 1,446 507 264 63 29 31 technical services Detail Compare 55-- Management o 1,255387 174 171 219 137 96 45 14 12 companies & enterprises Admin, su ort waste��❑❑❑❑❑❑❑� Detail CompareE5�]Imgt, remediation services 10,802 5 837 1 687 1,176 992 458 437 141 49 25 Detail Compare 61---- Educational services 3,126 1 1 517458 ,33 480 187 102 31 �8 12 Detail Compare 62---- Health care and social 27,211 15,706 5,451 2,983 1,879 626 386 83 40 57 assistance Detail Compare 71---- Arts, entertainment& 10,759 8914E:757 :45]2 357 183 62 20 recreation DED Accommodation& food �❑E �HD�D D18831 ,113 2 3 14 services Detail Compare gl____ ther services (excep)Ll9,730 12,484 3,480 2,013 1,256 302 149 35 [j::]l public administration Ali� 0� Detail Compare 99---- Unclassified 969 927 29 l] I 2II II II II II I http://censtats.census.gov/cgi-bin/cbpnaic/cbpsect.pl 8/25/2008 County Business Patterns I ''II II Page 4 of 4 establishmentsIL---JL---JL--]L JL —J uIIuu�I IL. 11I Save as text file. Save as cs ffile. For information on businesses with no paid employees, see Nonemployer Statistics Change Geographic Area Technical support 10 301-763-7710 Voice 301-457-1296 Fax Census Bureau Links: Home•Search•Subjects A-Z-FAQs•Data Tools•Catalog•Census 2000•Quality•Privacy Policy•Contact Us USCENSUSBUREAU Helping You Make 8lformed Dccisioru http://censtats.census.gov/cgi-bin/cbpnaic/cbpsect.pi 8/25/2008 County Business Patterns Page 1 of 11 CenStats 2006 County Business Los Angeles, CA 54---- Patterns (NAILS) Professional, Scientific, and Technical Services ' Gn/G lNriFF—��/Ca grLJ $/elLV/GES To see a different year, select one 2006 Payroll ($1,000) Indust Number of Employees for 1st �Total Code Industry Code Description week includingMarch 12 Quarter ' Annual Establishments Compare 54---- Professional, Scientific, and Technical 354,217 5,149,641 22,448,550 31,135 Seres Compare 541 Professional, Scientific, and Technical ical 354,217 5,149,641 22,448,550 31,135 Compare 5411 Legal Services 49,320 943,427 4,273,413 7,339 Compare FF-54111 Offices ofLawyers 46,622 905,245 4,130,447 7,105 Compare 541110 Offices of Lawyers 46,622 905,245 4,130,447 7,105 Compare 54119 Other Legal Services 2,6981F38,182 142,966 234 Compare 541191 Title Abstract and Settlement Offices 1,535 28,167 99,564 79 Compare 541199 All Other Legal Services 1 1,163 10,015 43,402 155 Accounting, Tax Preparation, 119,713 1,392,184 6,332,651 4,769 Compare 5412 Bookkeeping, and Payroll Services E- http://censtats.census.gov/cgi-bin/cbpnaic/cbpdetl.pl 8/25/2008 County Business Patterns Page 2 of 11 Compare 54121 I Accounting, Tax Preparation, Bookkeeping, and Payroll Services) 119,713 1,392,184 6,332,651 4,769 Compare 541211 Offices of Certified Public Accountants 16,124 219,049 1,043,172 2,467 Compare 541213 Tax Preparation Services 6,234 36,921 130,304 853 Compare 541214 Payroll Services 88,829 1,071,652 4,874,108 211 Compare 541219 Other Accounting Services 8,526 64,562 285,067 1,238 Compare L 5413 Architectural, Engineering, and Related Services 36,049 571,2292,487,581 3,256 Compare 54131 Architectural Services 8,878 132,673 626,223 1,048 Compare 541310 Architectural Services 8,878 132,673 626,223 1,048 Compare 54132 Landscape Architectural Services =1 6, 72,408 172 Compare 541320 Landscape Architectural Services 2,029 16,157 72,408 172 Compare 54133 Engineering Services 20,279 363,661 1,541,964 1,546 Compare L541330 Engineering Services 20,279 F363,661 1 1,541,964 1,546 Compare 54134 Drafting Services 2402,712 11,510 74 Compare 541340 Drafting Services 240 2,712 11;510 74 Compare 54135 Building Inspection Services 715 7,510 33,899 158 Compare 541350 Building Inspection Services 715 7,510 33,899 158 Compare 54136 Geophysical Surveying and Mapping Services 164 2,268 9,515 12 Compare541360 Geophysical Surveying and Mapping Services 164 2,268 9,515 12 Compare 54137 Surveying and Mapping (except Geophysical) Services 434 5,576 25,106 69 Compare 541370 Surveying and Mapping (except Geophysical) Services 434 5,576 25,106 69 http://censtats.census.gov/cgi-bin/cbpnaic/cbpdetl.pl 8/25/2008 County Business Patterns Page 3 of 11 Compare 541381 Testing Laboratoriesll 3,3101 40,672 166,9561 177 Compare Testing Laboratories l - 3,310 40,672 166,956 177 Compare 5414 Specialized Design Services 8,56911 101,285 448,467 1,904 Compare 54141 Interior Design Services F-2 133,624 611 Compare 541410 Interior Design Servicesil 2,445 29,578 133,624 611 Compare 541.42 Industrial Design Services�- 496 5,488 24,304 104 Compare 541420 Industrial Design Services 496 5,488 24,304 104 Compare 54143 Graphic Design Services 41647 F 57,997 255,237 957 Compare I Graphic Design Services 4,647 57,997 255,237 957 Compare 54149 Other Specialized Design Services 981 8,222 35,302 232 Fr Compare 541490 Other Specialized Design Services�- 981 8,222 35,302 232 Compare 5415 Computer Systems Design andServices 30,756 ,elated2,413,7227=� Compare 54151 Computer Systems Design and Related 30,756 L617,037 2,413,722 3,302 ffii 541511 Custom ComputerProgrsammieg 13,934 275,702 1,128,131 1,549 Compare 541512 Cl I - omputer Systems Design Services 13,689 280,469 1,024,438 1,333 Compare ] I 541513 Computer FacilitiesManServicesF 990 19,194 75,102 86 Co541519 Other Computer Related Servicesil 2,143 41,672 186,051 334 mpare Management, Scientific, and Technical 40,821 528,461 2,306,784 5,981 Compare 5416 Consulting Services Compare 54161 Management Consulting Services 32,086 424,065 1,822,666 3,473 Administrative Management and Compare1E: 541611General Management Consulting 17,557 243,661 1,035,130 1,719 � Services http://censtats.census.gov/cgi-bin/cbpnaic/cbpdetl.pl 8/25/2008 County Business Patterns Page 4 of l 1 Compare L541612 I Human Resources and Executive Search Consulting Services) 6,741L95,519]LL401,34J5 J226 Compare 541613 Marketing Consulting Services 5,233 57,271 253,877 Compare 541614 Process, Physical Distribution, and Logistics Consulting Services 2,051 22,896 102,30311 Compare541618 Other Management Consulting Services 504 4,718 30,011 194 Compare 54162 Environmental Consulting Services 1,4271 7,191 76,833 208 Compare 541620 Environmental Consulting Services 1,427 17,191 76,833 2pg Compare 54169 Other Scientific and Technical Consulting Services 7,30887,205 407,285 2,300 Compare 541690 Other Scientific and Technical EConsulting Services 7,308 87,205 407,285 2,300 Compare 5417 Scientific Research and Development Services 22,087 449,989[1:830,0 48 544 Research and Development in the Compare F 54171 Physical, Engineering, and Life 19,677 413,788 1,688,454 467 Sciences Research and Development in the Compare 541710 Physical, Engineering, and Life 19,677 413,788 1,688,454 467 Sciences Compare 54172 Research and Development in the Social Sciences and Humanities 2>410 iq36,201 141,594 77 Compare 541720 Research and Development in the Social Sciences and Humanities 2,410 36,201 141,594 77 Compare 5418 Advertising and Related Services 26,425376,223 1,629,309 1,807 Compare 541811 Advertising Agencies 10,972 213,536 928,109 637 Compare 541810 Advertising Agencies 10,972 213,536 928,109 637 Compare 54182 Public Relations Agencies 2,983 46,548 207,214 481 Compare 541820 Public Relations Agencies 2,9 3L 207,214 481 http://censtats.census.gov/cgi-bin/cbpnaic/cbpdeti.pl 8/25/2008 County Business Patterns Page 5 of 11 Compare 541831 Media Buying Agenciesl1 9141 14,900 70,300 63 FF Compare 541830 Media Buying Agencies 914 14,900 70,300 63 Compare 54184 Media Representatives 2,299 26,403 116,191 157 Compare 541840 11 Media Representatives 2,299 26,403 116,191 157 Compare 54185 Display Advertising 1,604 20,318 84,325 87 Compare 541850 Display Advertising1,604 20,318 84,325 87 Compare 54186 Direct Mail Advertising 29561 114,836 126 FF Compare 541860 Direct Mail Advertising 2,956 28,36511 114,836 126 Compare 54187 Advertising Material Distribution Servi es 591 4,470 18,737 E=��32 Compare 541870 Advertising Material Dis32 Sen es 591 4,470 18,737 Compare 54189 Other Services Related to Advertising 4,106 21,683 89,597 224 Compare 541890 Other Services Related to Advertising 4,106 21,683 89,597 224 Compare 5419 Other Professional, Scientific, and 20,477 169,806 726,575 2,233 Technical Services Compare 54191 Marketing Research and Public 7,370 66,404 253,053 329 0 Opinion Polling Compare 541910 Marketing Research and Public 7,370 66,404 253,053 329 Opinion Polling Compare 54192 Photographic Services 3,617 22,883 107,439 604 Compare 541921 Photography Studios, Portrait 2,857 14,914 73,767 400 il Compare 541922 Commercial Photography 760 7,969 33,672 204 Compare 54193 Translation and Interpretation Services 671 6,660 30,499 113 Compare 541930 Translation and Interpretation Services 671 6,660 30;499 113 Compare 54194 Veterinary Services 5,610 42,423 191,527 481 http://censtats.census.gov/cgi-bin/cbpnaic/cbpdetl.pl 8/25/2008 County Business Patterns Page 6 of 11• . Lim 541940 I Veterinary Servicesll 5,610 . 42,423 191,527 481 54199 All Other Professional, Scientific, andTechnical Services 3,209 31,436 144,0577=706 706 541990 All Other Professional, Scientific, and Technical Services 3,209 31,436 144,057 Number of Establishments b Em loyment-size class Industry Total 10- 20- 50- 100- 250- �5�00- 1000 orCode Industry Code Description 1-4 5-9 ❑❑❑❑� �Estabs 19 49 99 249 499 more Compare Professional, Scientific, and Technical����❑H507 ❑ �63 �29 � 54---- Services 31,135 22 054 4 253 2 488 1,446 264 31 Compare 541 Professional, Scientific, and Technical 31,135 22,054 4,253 2,488 1,446 507 264 �63 29 31 Services Compare 5411 Legal Services 7,339 5,443 940 96 284 4 110 53 12 L_�J] o Compare 54111 Offices of Lawyers 7,1055,286 .912 477 268102 48 11 [:::�j 0 Compare 541110 Offices of Lawyers 7,1055,286 912 477 26810248 Ell 0 Compare 54119 Other Legal Services 234E:15 7j 28 19 16❑8 E:35 L::]l �� Compare 541191 Title Abstract and Settlement Offices 79 42 12 10�8 ❑3 ����0 Compare 541199 All Other Legal Services 155 115 16 a�[]��EA 0 Compare 5412 Accounting, Tax Preparation, 4,769 3,237 792 447 168 44 38 11 23 Bookkeeping, and Payroll Services Compare Accounting, Tax Preparation, ❑❑❑❑❑❑❑❑23 54121 Bookkeeping, and Payroll Services 4,769 3,237 792 447 168 44 38 11 9 23 Compare 541211 Offices of Certified Public 2,467FHHR:�DDDID Accountants Compare 541213 Tax Preparation Services 853 484 154 154 52 D���� Com are ��EE E�Eg E�� © 541214 Payroll Services 211 75 25 30 17 10 19 9 5 21 ®Com are �����❑����� 541219 Other Accounting Services 1,238 929 177 84 31 10 4 1 __'JJI http://censtats.census.gov/cgi-bin/cbpnaic/cbpdetl.pl 8/25/2008 County Business Patterns Page 7 of 11 Compare 5413 Architectural, Engineering, and 3,256 1,921 581 381 236 88 38L 3 0 Related Services Compare 54131 Architectural Services 1,048 648 208 94 64 22 12 �� Compare 541310 Architectural Services 1,048 648 208 94 64 22 12 EAE�� Compare 54132 Landscape Architectural Services 172 108 29 26[:�d❑1 [::�E�E] 0 Compare 541320 Landscape Architectural Services 172 108 29 26 DI❑1 E1 F7o E� Compare 54133 Engineering Services 1,546 855 272 211 132 48 19��� Compare 541330 Engineering Services IF 1,50 Compare 54134 Drafting Services 74 Compare 541340 Drafting Services 74 57 13 Compare54135 Building Inspection Services 158 133 13 a01 Compare 541350 Building Inspection Services Compare 54136 Geophysical Surveying and Maping Servp e12ss ❑❑❑❑❑❑❑❑� Compare 541360 Geophysical Surveying andMaping Serve ess 12 ::]3 LI❑❑❑❑❑= 0 Compare 54137 Surveying and Mapping (except 6940 14HIEIDDF � Geophysical) Services Compare 541370 Surveying and Mapping (except 69 40ETTITADGeophysicl) Sevices Compare 54138 Testing Laboratories 177 76 29 28 Compare 541380 Testing LaboratoriesliF 177 76 29 28 26 12=� 1 E3 ol Compare 5414 Specialized Design Services 1,904 1,463 245 122 59 10�E= 0 Compare 54141 Interior Design Services_jL611 497 67 29 15 ❑I E71:JE:�� Compare 541410 Interior Design Services 611 497 67 29 15 ����L�� Compare 54142 Industrial Design Services 10477 10 11 EdEE-01E]=�= http://censtats.census.gov/cgi-bin/cbpnaic/cbpdetl.pl 8/25/2008 County Business Patterns Page 8 of 11 Mi 5414201Industrial Design Services) 104 77 10 11 Uuuj 0lL ��Ln�54143 Graphic Design Services95770414470 30❑6❑�❑�541430 Graphic Design Services 957 704 144 70 30❑❑❑❑�54149 Other Specialized Design Services 232 185 24 12[:�A8 ❑3 �❑❑� 0 Compare 541490 Other Specialized Design Services 232 F 185 24 12[:::�8❑❑❑❑� 0 Compare 5415 Computer Systems Design and Related 3,302 2,459 346 242 155 59 27��� Services 2 Compare 54151 Computer Systems Design and Related 3,302 2,459 346 242 155 59 27 D9 1:1 Services Compare 541511 Custom Computer Programming 1,549 1,107 181 126 85 30 14[:]3 ❑� Services Compare 541512 Computer Systems Design Services 1,333 1,019 137 90 47 24 ]0�4❑� 0 2 Compare 541513 Computer Facilities Management[::�86d[ 56 14 D8 L]5 Services Compare 541519 Other Computer Related Services 334 277 14 18 18 D❑❑❑❑0 P mpare 5416 Management, Scientific, and Technical 5,981 4,716 624 337 180 76 37❑❑� Consulting Services 2 Compare 54161 Management Consulting Services 3,473 2,645 365 234 126 58 34❑❑L�J Administrative Management and Compare 541611 General Management Consulting 1,719 1,320 174 103 66 30 21 3JD Services❑❑ ❑❑ ❑❑ ❑❑ Compare 541612 Human Resources and Executive 470 328 58 47 17❑❑❑❑� Search Consulting Services Compare 541613 Marketing Consulting Services 864 687 84 52 23 12 E::�4❑❑� Compare 541614 Process, Physical Distribution, and 226 151 26 24 16❑❑❑❑� Logistics Consulting Services 0 Compare 541618 Other Management Consulting 194 Services 159 23 ❑❑❑❑❑❑� 0 http://censtats.census-gov/cgi-bin/cbpnaic/cbpdeti.pl 8/25/2008 county business Patterns Page 9 of 11 Compare 541621 Environmental Consulting ServicesI) 208L 133 41 15 14 uuuuJ Compare 541620 Environmental Consulting Services 208133 41 15 14❑4 E :I:A 0 Compare 54169 Other Scientific and Technical 1,938 2,300 218 88 40 14 a� 0 Consulting Services Compare 541690 Other Scientific and Technical Fl938 218 88 A40 14❑2 DD 0 Consulting Services Compare 5417 Scientific Research and Development 544 305 70 58 60 19 20 F5 41 Services Research and Development in the Compare7541711 Physical, Engineering, and Life 467 252 60 53 :5]5 18Sciences Research and Development in the Physical, Engineering, and Life 467 252 60 53 55 18 19 5[][:2 Sciences Compare 54172 Research and Development in the DE 10❑5 L]5DIDEAF � Social Sciences and Humanities Compare 541720 Research and Development in the 77L5]3Fl [][J] 1 Social Sciences and Humanities Compare 5418 Advertising and Related Services 1,807 1,072 299 157 171 6530 Compare 54181 Advertising Agencies 637 F 358103 60 70 25 15 =71� Compare 541810 Advertising Agencies E7637 358 103 60 70 25 I E3 1 0 Compare 54182 Public Relations Agencies 481 333 76 36 24 ] 1 �EA111� Compare 541820 Public Relations Agencies 481 333 76 Compare 54183 Media Buying Agencies 63 33 10 EIF--g]D=1 E::�=��� Compare 541830 Media Buying Agencies 63 33 Compare 54184 Media Representatives 157 87 39 12 12 D[=�=�F-01� Compare 541840 Media Representatives 157 87 39 12 12 F-3 Compare 54185 Display Advertising 87 49 14 10 8 2 3 1 0 0 http://censtats.census.gov/cgi-bin/cbpnaic/cbpdeti-pi 8/25/2008 County Business Patterns Page 10 of 1 I Compare 541850 I Display Advertising) 87 L 49 14 101L 8 2 3 L nl u 0 Compare 54186 Direct Mail Advertising 126 58 21 14 15 11 [:::6�[:]IL 0 0 Compare 541860 Direct Mail Advertising 126 F 58 21 14 F 15 11 [:�36��� Compare 54187 Advertising Material Distribution 32 17[:]5 �❑❑❑❑❑a Services Compare 541870 Advertising Material Distribution 32 17 D5 D3 0 Services Compare 54189 Other Services Related to Advertising 224 137 Compare 541890 Other Services Related to Advertising 224 137 31 15 31 Da���� Compare 5419 Other Professional, Scientific, and�❑❑❑❑❑�❑❑� ��� Technical Services 2,233 1,438 356 248 133 36 16 I 5 Compare Marketing Research and Public 201 40 54191 Opinion Polling 329 Compare 541910 Marketing Research and Public 329 201 40 38 21 15[:]gDD� Opinion Polling Compare 541921. Photographic Services 1 604 449 9240 17❑3 [��2[:::O�[�]� Compare 541921 Photography Studios, Portrait 400289 E66 30 10 D2[D2 F:]O 0 Compare F541922 Commercial Photography 204160 26 10 F 7]DI =0�[7�o L—:O] 0 Compare 54193 Translation and Interpretation Services 113 80 19 �� Compare 541930 Translation and Interpretation Services 113 80 19 F Compare 54194 Veterinary Services 48] 143 139 1.22 65 11 ���� Compare 541940 VeF 01 terinary Services 481 143 139 122 65 11 ���� Compare 54199 All Other Professional, Scientific, and 706 565 66 39 28���❑p Technical Services Compare 541990 All Other Professional, Scientific, and 706 565 66 39 28❑5 3 �UL Technical Services http://censtats.census.gov/cgi-bin/cbpnaic/cbpdetl.pi 8/25/2008 County Business Patterns Page 11 of 11 Save as text file. save as csv fle. For information on businesses with no paid employees, see Nonemployer Statistics Change Geographic Area Technical support 301-763-7710 Voice 301-457-1296 Fax Census Bureau Links: Home-Search -Subjects A-Z-FAQs•Data Tools•Catalog•Census 2000•Quality •Privacy Policy-Contact Us USCENSUSBUREAU Helping You Make Informed Ltrwanc htip://censtats.census.gov/cgi-birdcbpnaic/cbpdetl.pl 8/25/2008 County Business Patterns Page 1 of 4 2006 County Business San Bernardino, CA CenStats Patterns (NAILS) Major Industry G6�./.$T(LJGT/ON To see a different year, select one 2006 ;_ Go! Payroll $1,000) Industry Number of Employees for 1st Total Code Industry Code Description Annual week includingMarch 12 Quarter Establishments Compare Total 579,135 4,622,848 19,142,510 32,356 Detail Compare 11____ Forestry, fishing, hunting, and agriculture support 429 2,569 10,137 32 Detail Compare 21--__ Mining 874 11,947 48,253 33 Detail Compare 22____ Utilities 3,933 68,124 253,376 80 Detail Compare 23---- Construction 52,084 478,791 2,083,199 3,649 Detail Compare 31---- Manufacturing 68,020 631,085 2,619,339 2,016 Detail Compare 42---- Wholesale trade 36,245 362,563 1,515,493 2,237 D1 Cor mpar� qq____ Retail trade 84,0475�,:6�77] 2,091,019 r1 4,850 http://censtats.census.gov/cgi-bin/cbpnaic/cbpsect.pl 8/25/2008 County Business Patterns Page 2 of 4 Detail Compare 4g____ Transportation& 43,502 399,032 1,643,2691 1,384 warehousing III____ Detail Compare 51=--- Information 9,621 113,820 481,635 403 Detail Compare 52---- Finance & insurance 19,821 237,014 939,751 1,859 Detail Compare 53---- Real estate & rental & leasing 9,870 86,951 338,057 1,729 7TeK Compare 54---- Professional, scientific & 18,958 190,733 823,325 2,440 technical services Detail Compare 55---- Management of companies & 75,]289 79,797 301,350 137 enterprises Detail Compare 56---- Admin, support, waste mgt, 51,992 282,998 1,198,492 1,584 remediation services DetailCompare 61---- Educational services 11,562 78,013 322,580 308 Detail Compare 62____ Health care and social 70,761 721,731 2,945,928 3,333 assistance Detail Compare 71____ Arts, entertainment & 10,292 47,240 184,773 358 recreation Detail Compare 72____ Accommodation& food 56,147 17Q615 737,833F 2,876 services Detail Compare 81---- Other services (except public 25,534 142,541 601,739 2,925 administration) Detail Compare 99-- Unclassified establishments 154 607 2,962 123 11 Number of Establishments by Em loymerelass Industry Total 10- E15�0- 100- 250-Cade Industry Code Description Estabs 1-4 5-9 19 249 499 Compare Total 32,356 16,143 6,056 4,409 188Forestry, fishing, hunting32 18 ❑3 ❑5 �D�Dand agriculture sup oDetail 21---- Mining 33 http://censtats.census.gov/cgi-bin/cbpnaic/cbpsect.pl 8/25/2008 County Business Patterns Page 3 of 4 Detail Compare 22____I Utilities) 80 20 19 13 131 II �II 'II 'I�J Detail Compare 23____ Construction 3,649 2,003 649 465 333 110 62 20�6 Detail Compare 31____ Manufacturing 2,016 651 326 325 374 174 122 37�� Detail Compare 42----r Wholesale trade 2,237 1,042 444 353 258 82 43 11 E� Detail Compare 44---- Retail tradell 4,850 2,062 1,132 747 523 211 F 146 Detail Com are Transportation ] � � � ❑D3wareho using 19 Detail Compare 51---- Information 403 199 Detail Compare 52---- Finance & insurance 1,859 1,088 296 D63EE57 0 Detail Compare 53____ 7Realestate & rental & 1,729 1,180 305 151 68 21 ���� leasing Detail Com are Professional, scientific &��❑❑❑❑❑❑❑� © 54---- technical services 2,440 1 598 389 255 150 30 14 3 I 0 Detail �-C--om are Management of companies & E:�[ ❑❑❑❑DEE—], 55---- enterprises 137 26 24 26 9 8 Detail Compare 56____ Admin, support, waste mgt, 1,584 831 234 176 158 68 77 28 �� remediation services Detail Compare 61---- Educational services 308 120 836 64 48 42 1.8 12 �1 ��3 Detail Com are Health care and social�� ❑❑❑ ❑ assistance 3 333 1 617 836 425 282 80 57 19 6 I 1 1 Detail Com are Arts, entertainment �DA �DD0lrecreationUH2 Detail Compare 72____ Accommodation & food 2,87 929 430 545 762 152 55 D❑p services Detail �--C—om are Other services (except radon) ❑❑❑❑❑❑❑❑� 81---- administration 2,925 1 772 585 342 158 40 20 7 0 1 Detail Compare 99---- Unclassified establishments http://censtats.census.gov/cgi-bin/cbpnaic/cbpsect.pi 8/25/2008 County Business Patterns Page 4 of 4 Save as text file. Save as csv file. For information on businesses with no paid employees, see Nonemployer Statistics Change Geographic Area Technical Supponm�c=l 301-763-7710 Voice -- 301-457-1296 Fax Census Bureau Links: Home•Search•Subjects A-Z•FAQs•Data Tools•Catalog •Census 2000•Quality-Privacy Policy•Contact Us USCENSUSBUREAU Helping You Make Informed Dec Woes http://censtats.census.gov/cgi-bin/cbpnaic/cbpsect.pl 8/25/2008 County Business Pattems Page 1 of 10 2006 County Business San Bernardino, CA CenStats Patterns (NAICS) 54---- Professional, Scientific, and Technical i Services r vG in..r�'rzr�vG A.�o ARc�Li:Ec.7�+a-t To see a different year, select one 2006 ,:,J Go! Payroll ($1,000) 5LE=j ( Number of Employees for 1st Total ode DescriptionAnnualweek including March 12 Quarter Establishments Compare Professional, Scientific, and Technical Services 18,958 190,733 823,325 2,440 Compare 54111 Professional, Scientific, and Technical Services 18,958 190,733 823,325 2,440 Compare 5411 Legal Services 2,666 31,872 129,242 457 Compare 54111Offices of Lawyers 1,979 21,376 94,371 423 Compare 541110 Offices of Lawyers 1,979 21,376 94,371 423 Compare 54] ]9 Other Legal Services 687 10,496 34,871 34 Compare 541191 Title Abstract and Settlement Offices 656 10,295 33,977 22 Compare 541199 All Other Legal Services 31 201 894 ]2 Compare 5412 Accounting, Tax Preparation, Bookkeeping, and Payroll Services 2,838 18,844 72,167 435 http://censtats.census.gov/cgi-bin/cbpnaic/cbpdeti.pl 8/25/2008 County Business Patterns Page 2 of 10 Compare 54121 Accounting, Tax Preparation, 2,838 18,844 72,167 435 Bookkeeping, and Payroll Services Com541211 Offices of Certified Public Accountants 712 7,245 30,636 128 pareil Compare 541213 Tax Preparation Servicesil 1,223 4,270 9,761 156 FF Compare 541214 Payroll Services 356 4,228 18,479 15 Compare 541219 Other Accounting Services 547 3,101 13,291 136 Compare 5413 Architectural, Engineering, and Related 4,785 63,922 296,710 435 Services Compare 54131 Architectural Services 548 8,519 43,775 46 Compare 541.310 Architectural Services 5481F78,519 43,775 46 FF Compare 54132 Landscape Architectural Services 147 1,323 5,559 16 Compare 541320 Landscape Architectural Services 147 1,323 5,559 16 Compare 54133 Engineering Services 3,067 42,644 200,248 246 FF Compare 541330 Engineering Services 3,067 42,644 200,248 246 FF-c--o-m-pa 54134 Drafting Services 137 1,781 6,968 20 Compare 541340 Drafting Services 137 1,781 6,968 20 Compare 54135 Building Inspection Services 1 155 1,543 6,464 41 FFJSmpare Building Inspection Services 155 1,543 6,464 41 Compare 54136 Geophysical Surveying and Mapping 17 120F492] 3 Services Compare 541360 Geophysical Surveying and Mapping 17 120 492 3 Services Compare 54137 Surveying and Mapping (except 3303,824 14,952 35 Geophysical) Services Compare 541370 Surveying and Mapping (except 330 3,824 14,952 35 Geophysical) Services http://censtats.census.gov/cgi-bin/cbpnaic/cbpdetl.pl 8/25/2008 County Business Patterns Page 3 of 10 Compare 54138 I Testing Laboratories 3841 4,168 18,252 Zg Compare 541380 Testing Laboratories 384 4,168 18,252 Zg Compare 5414 Specialized Design Services 299 2,07610,037 77 Compare 54141 Interior Design Services 116 897 3,811 27 © Com are g 116 897 3,811 27 541410 Interior Design Services Compare54142 Industrial Design Services 35 364 1,948 10 Compare 541420 Industrial Design Services 35364 ETHK 10 Compare 54143 Graphic Design Services 128725 3,267 35 Compare 541430 Graphic Design Services 128 725 3,267 35 Compare 54149 Other Specialized Design Services 20 90 1,011 5 Compare 541490 Other Specialized Design Services 20 901,011 5 Compare [7 5415 Computer Systems Design and Related Services 1,105 9,640 42,1665172Compare 54151 Computer Systems Design and RelatedServices 1,105 9,640 42,166Compare 541511 Custom Computer Programming Services 188 2,344 10,030 Compare 541512 Computer Systems Design Services 443 4,347 19,617 82 Compare 541513 Computer Facilities Management Services 418 2,354 9,973 9 Compare 541519 Other Computer Related Services E-- 56 595 2,546 19 Compare 5416 Management, Scientific, and Technical Consulting Services 3,123 32,519 138,817 497 Compare 54161 Management Consulting Services 1,943 19,408 77,962 255 Compare 541.61 1 Administrative Management and General Management Consulting Services 674 10,206 39,077 12g Compare 541612 Human Resources and Executive Search 114F 1,223 6,162 22 http://censtats.census.gov/cgi-bin/cbpnaic/cbpdetl.pl 8/25/2008 County Business Patterns Page 4 of 10 Consulting ServiceslI FF Compare 541613 Marketing Consulting Services 635 3,675 15,339 47 Compare 541614 Process, Physical Distribution, and 441 3,672 14,280 36 Logistics Consulting Services Compare Other Management Consulting Services 79 632 3,104 22 Fr—campare Environmental Consulting Services 178 1,680 8,821 35 Compare 541620 Environmental Consulting Services 178 1,680 8,821 35 Compare 54169 Other Scientific and Technical 1,002 11,431 52,034 207 Consulting Services Compare 541690 Other Scientific and Technical 1,00211,431 52,034 207 0 Consulting Services Compare 5417 Scientific Research and Development 1,139 13,099 54,651 32 ServicesCompare 54171 Research and Developmentin the 1,000-2,499 0 30 Physical, Engineering, and Life Sciences Compare 541710 Research and Development in the —:—�� 1,000-2,499 30 Physical, Engineering, and Life Sciences Compare 54172 Research and Development in the Social F77�:: 20-99= DF 2 Sciences and Humanities 0 Compare 541720 Research and Development in the Social 20-99 2 Sciences and Humanities Compare 5418 Advertising and Related Services 1,087 7,310 29,941 92 Compare Advertising Agencies 109 927 4,581 30 Compare 541810 Advertising Agenciesil 1091 30 Compare 54182 Public Relations Agencies 52 202 786 9 Compare 541820 Public Relations Agenciesil 521 ]F 202 786 9 FF1Compare 54183 Media Buying Agencies 0-19�0� I Comp541830 Media Buying Agencies 0-19�� are I http://censtats.census.gov/cgi-bin/cbpnaic/cbpdetl.pi 8/25/2008 County Business Patterns Page 5 of 10 . Compare 54184 Media Representatives 20-99 0� 8 OCompare �� 8 541840 Media Representatives 20-99 0 0 Compare 54185 Display Advertising 1,859 7,201 8 Compare 541850 Display Advertising 1 - 304 1,859 7,201 8 Compare 54186 Direct Mail Advertising285 2,834 10,706 9 Compare 541860 Direct Mail Advertising 285 2,834 10,706 9 Compare 54189 Other Services Related to Advertising 274 845 3,734 27 Compare 541890 Other Services Related to Advertising 274 - 8453,734 27 Com are Other© Professional, Scientific, and 5419 Technical Services 1,916 11,451 49,594 243 Compare 54191 Marketing Research and Public Opinion 19 170 523 10 Polling Compare 541910 Marketing Research and Public Opinion 19 170 523 10 Polling Compare 54192 Photographic Services 401 1,338 5,698 62 Compare 541921 PhotographyStudios Portrait 57 0� 384 1,122 4,895 Com are® Commercial Photography 17 216 803 5 541922 Compare 54193 Translation and Interpretation Services 12 116 328 4 Compare 541930 Translation and Interpretation Services 12 116 328 4 Compare 54194 Veterinary Services 1,056 7;259 31,949 104 Compare 541940 Veterinary Services 1,056 7,259 31,949 104 Compare 54199 All Other Professional, Scientific, and q28 2,568 11,096 63 Technical Services All Other Professional Scientific, and Compare 541990 Technical Services 428 2,568 11,096 63 http://censtats.census.gov/cgi-bin/cbpnaic/cbpdeti.pi 8/25/2008 County Business Patterns Page 6 of 10 Number of Establishments by Employment-size class Industry Industry Code Description Total E14]5-9 10- E20 �50fl�ItO012M50- 1�50�O1000 or Estabs 19 more Compare 54____ Professional, Scientific, and Technical 2,440F�EHHHAD D � Services Compare 541 Professional, Scientific, and Trvlces ical 2,440 1,598 389 255 150 30 14 � Se Compare 5411 Legal Services 457 317 73 37 27����� Compare 54111 Offices of Lawyers 423 305 63 34 20❑1 EAI:3E::�� Compare 541110 Offices of Lawyers 423 305 63 34 20 EIE:J[=::�� Compare 54119 Other Legal Services 34 12 10 EID❑0 E�E:A=E�� Compare 541191 Title Abstract and Settlement Offices 22 �❑7������� Compare 541199 All Other Legal Services 12 E: 3 ❑0 DDEAE�E� Compare 5412 Accounting, Tax Preparation, 435 [H�2HIEID Bookkeeping, and Payroll Services Compare 54121 Accounting; Tax Preparation, 435 255 88 67 21 ����� Bookkeeping, and Payroll Services Compare 541211 Offices of Certified Public Accountants 128 86 25 13 DFEIE:dL� Compare 541213 Tax Preparation Services 156 72 31 40 13 ����� Compare 541214 Payroll Services 15 LADDE]����� Compare 541219 Other Accounting Services 136 93 29 11 EXAEH:J=� Compare 5413 Architectural, Engineering, and Relates 435 [�]E[ 50 49 16 DD 0 ServicCompare 54131 Architectural Serviced 46 25 ❑9 ❑9❑1 ❑1 E=-01=� Compare 541310 Architectural Services 46 25 DD0D=E:A1::::�� Compare 54132 Landscape Architectural Services 16 LA D D D❑0 F—ol E]o]� 541320 Landscape Architectural Services 16FF http://censtats.census.gov/cgi-bin/cbpnaic/cbpdetl.pl 8/25/2008 County Business Patterns Page 7 of 10 Compare III II I"I II 1[ II �L—] H Compare 541331 Engineering Services 246 125 41 31 33 13 n���.-0 Compare 541330 Engineering Services 246 125 41 E331 33 Compare FE 54134 Drafting Services 20 EIDDI Compare 541340 Drafting Services 20 13 nnnnnnn� Compare 54135 Building Inspection Services 41 35 ❑2❑1 ❑3 nnnn� Compare 541350 Building Inspection Services 41 1= 1DDFA Com are Geophysical Surveying and Mapping�nHIDnDDDESevices 00 Compare 541360 Geophysical Surveying and Mapping OnDDADDDD0Services 2 0 Compare 54137 Surveying and Mapping (except�D11]DDDDFGeophysical) Sevicps 350 Compare 54]370 Surveying and Mapping (evices E ] ] ]DDDDGeophysical)�� Services 0 Compare 54138 Testing Laboratories 0 Compare 541380 Testing Laboratories 28 13 n5 nnnnnnF 01 Compare 5414 Specialized Design Services 77 58 ❑8 10❑1 nnnn�0 Compare 54141 Interior Design Services 27 19❑2 DDEAF7 F Compare 541410 Interior Design Services 27 19❑2 n❑0 n���� Compare 54142 Industrial Design Services 10 nn�0����� n� Compare 541420 Industrial Design Services 10 nnnnnnnn�—J Compare 54143 Graphic Design Services Compare 541430 Graphic Design Services 35 29 1:An❑I nnnn� Other Specialized Design Services��3 ���p❑p���� I II I �rnnnnnn�n�nrn http://censtats.census.gov/cgi-bin/cbpnaic/cbpdetl.pl 8/25/2008 County Business Patterns Page 8 of 10 Compare 5414901 Other Specialized Design Servicesl1 5uuuUuuuol Compare 5415 Computer Systems Design and Related 172EREHALIDEID Services Compare 54151 Computer Systems Design and Related LEE DDDFLlo� Services Compare 541511 Custom Computer Programming Services 62 53 EIIDDF—ol::A 0 01 Compare 541512 Computer Systems Design Services 82 53 13 12�❑0 ET�0 Compare 541513 Computer Facilities Management Services [::�❑2 DDDE�E:E:�� Compare 541519 Other Computer Related Services 19 16 D0 aDa[=d=�E� Compare 5416 Management, Scientific, and TechnicalIF 497E�EDDDIIDD Consulting Services Compare 54161 Management Consulting Services 255 201 21 18 ❑9 ❑4 E=dFIII=�IJ Compare 541611 Administrative Management and General 128108 ❑7❑9 ❑2❑1 ❑1 �� 0 Management Consulting Services Compare 541612 Human Resources and Executive Search 22 16❑2 ❑3 I ❑0 a �-10 � Consulting Services Compare 541613 Marketing Consulting Services 47 37 DO❑2❑0 EE:�d 0� Compare 541614 Process, Physical Distribution, and 36D[]DF]4[:]E]F]O 0 0 Logistics Consulting Services Compare 541618 Other Management Consulting Services 22 16��❑0❑0���� Compare 54162 Environmental Consulting Services 35 22�9 ❑2❑2❑0���� Compare 541620 Environmental Consulting Services F 22❑9❑Z D2 ❑0 =�E:::�E� Compare 54169 Other Scientific and Technical Consulting [�DDHIEIEIF� � Services Other Scientific and Technical Consulting Compare 541690 s 207 172UDIIIIEID � 0 Services Scientific Research and Develo ment Compare 5417 p 32 16❑❑❑❑❑❑❑ 0 Services http://censtats.census.gov/cgi-bin/cbpnaic/cbpdetl.pl 8/25/2008 County Business Patterns Page 9 of 10 Compare 54171 I Research and Development in thel� J15 ��L�i HL—J, �1 II Physical, Engineering, and Life Sciences 30 8 3 1 O 1 0 Research and DevelopmentLife Sc in the [A[]8 Compare 541710 physical, Engineering, and Life Sciences 30 15 3 1 1 1 0 Com are Research and Development in the Social 0DD❑❑ AD ❑�Sciences and Humanities 0 1 0 0 Resea�Sciencs Development in the Social11AD ]FDDD � Compare 541720 and Humanities 2 1 0 Compare 5418 Advertising and Related Services 92 [32I[20 DDOE::25I[�AO[::O�� Compare 54181 Advertising Agencies 30 20 F 7]DDD[::�o EAo E:�o� Compare 541810 Advertising Agencies 30 20❑7❑3 ❑0 E:AI 01 Compare 54182 Public Relations Agencies] E�DD:::IIDF 01F-01[:::�o F-0 Compare 541820 Public Relations Agencies�E3❑0 E]❑1 ❑p L::�o Elo[:Ao�� Compare 54183 Media Buying Agencies�E❑0 D0°❑°E°0L3 o Compare 541830 Media Buying Agencies EADD❑1 ❑Q Do�EA0 LA 0 Compare 54184 Media Representatives E ❑DDDE:21::Jo E:d o Compare 541840 Media Representatives�F3 ❑3 2❑p DE�K:Ao[7:2 o Compare 54185 Display Advertising E3 DEI E]=E1 Compare 541850 Display Advertising 8 [:]3 F 2]DEI� 0 Compare 54186 Direct Mail Advertising 9 F4❑3 ❑p❑p DL:�][=�[710L_J Compare 54186011 Direct Mail Advertising Compare 54189 Other Services Related to Advertising 2716❑5 ❑0❑6❑p���� Compare 541890 Other Services Related to Advertising 27 16❑5 aaD=�[�Aj 10 0 Com are Other Professional, Scientific, and E:2� ❑Technical Services 135 45 39 21 3 0 0 0 0 Compare 54191 Marketing Research and Public Opinion 1 o nnnnnnnnn http://censtats.census.gov/cgi-bin/cbpnaic/cbpdetl.pl 8/25/2008 County Business Patterns Page 10 of 10 1���) Pollingl��I�IUUUUL_.JI I��L�� Compare 541910 Marketing Research and Public Opinion 10 DEDDLIDEII � Polling Compare 54192 Photographic Services 62 38 15 DDDF � Compare 541921 Photography Studios, Portrait 57[]A714 D❑2 DEIET7A� Compare 541922 Commercial Photography E❑1 D❑0❑0 F7o E�E� Compare 54193 Translation and Interpretation Eid EIDDaDE�H::�EA Compare 541930 Translation and Interpretation Services EIDDE�DEAL_01 0 0 Compare 54194 Veterinary Services 104 38 23 28 15 DE3LAE� Compare 541940 Veterinary Services 104 38 23 28 15 ❑0 EX:AE� Compare 54199 All Other Professional, Scientific, and 63 [�HIDIIDDLII Technical Services Compare 541990 All Other Professional, Scientific, and63 47 ❑6❑4❑4❑2 ❑0❑0❑0 Technical Services Save as text file. Save as csv file. For information on businesses with no paid employees, see Nonemployer Statistics Change Geographic Area Technical Support . 301-763-7710 Voice 301-457-1296 Fax Census Bureau Links: Home•Search•Subjects A-Z•FAQs-Data Tools•Catalog •Census 2000-Quality •Privacy Policy•Contact Us U $ CENJU $ BUREAU Helping You Make tnFomted Ueamons http://censtats.census.gov/cgi-bin/cbpnaic/cbpdetl.pl 8/25/2008 County Business Patterns Page 1 of 4 U.S. Census Bureau 2006 County Business OranB e, CA CenStats Patterns atterns (NA T!- Major Industry t�11.�.7 S)J To see a different year, select one 2006 .., Go! Payroll Industry Industry Code Description Number of Employees for 9�ter Annual Total Code week includingMarch 12 Establishments FF Compare Total 1,478,452 17,039,958 68,418,535 89,587 Detail Compare 11____ Forestry, fishing, hunting, and 222 1,702 7,119 40 agriculture support Detail Compare 21---_ Mining 705 11,563 50,815 55 Detail Com are p 22 Utilities 6,516 163,485 529,071 69 Detail Compare 23____ Construction�— 113,078 =1315,:44:5][5,473,493]1 7,050 Detail Compare 31---- Manufacturing 175,150 2,114,319 8,882,143 5,359 0 Detail Com are 109,179 1,715,972 6,983,285 7,626 © 42---- Wholesale trade Detail Com are © � Retail trade 161,163 1,070,107 4,411,173 10,056 http://censtats.census.gov/cgi-bin/cbpnaic/cbpsect.pl 8/25/2008 County Business Patterns Page 2 of 4 Detail Compare qg____ Transportation & 29,051 291,556 1,188,263 1,318 warehousing Detail Compare 51---- Information 34,348 586,151 2,219,316 1,599 Detail Compare 52---- Finance & insurance 121,994 2,533,743 9,382,095 6,989 Detail Compare 53---- Real estate & rental & leasing 46,114 577,561 2,493,048 5,492 Detail Compare 54---- Professional, scientific & 120,518 2,136,127 8,371,284 13,918 technical services Detail Compare 55____ Management of companies & 44,939 1,035,759 3,661,182 619 enterprises Detail Compare 56____ Admin, support, waste mgt, 133,102 987,967 3,988,067 4,602 remediation services Detail Compare Educational services 26,435 163,602 675,435 1,028 Detail Compare 62____ Health care andsocial 128,122 1,273,349 5,476,044 9,686 assistance Detail Compare 71____ Arts, entertainment& 36,902 188,920 939,702 980 recreation Detail Compare 72____ Accommodation & food 138,415 547,133 2,322,126 6,593 services Detail Compare 81____ Other services (except public 52,222323,794 1,355,416 6,227 administration) Detail Compare 99---- Unclassified establishmentsil 277 1,703 9,458 281 Number of Establishments by Employment-size class Indust Indust Code Total 20- 50- 100- 250- 500- �10�00orDescrition Estabs1-4 5-9 10-19 49 99 249 499 999 Compare Total 89,587 49,444 15,210 11,010 8,396 3,064 1,758 462 165 78 Forestry, fishing, hunting, Detail Compare 11---- 40[:: 27 [AF5 DDF]O[:]E]O[:::]0 and agriculture support Detail Compare 21---- Mining 55 28 �������� --terms http://censtats.census.gov/cgi-bin/cbpnaic/cbpsect.pl 8/25/2008 County Business Patterns Page 3 of 4 . Detail Compare 22----� Utilities) 69 231 ail 'il 'i 10 10 u1 111 - Detail Compare 23---- Construction 7,0503,825 Fl,160 919 687 267 141 38 10= Detail Compare 31---- Manufacturing 5,359 1,901 961 857 880 402 241 86 24F77 Detail Compare 42---- Wholesale trade 7,6264,316 1,268 999 677 216 94 39 12 Detail Compare 44---- Retail trade 10,0564,561 2,224 1,4641,047 .450 261 44� o Detail Compare 4g____ Trortation& 1,318 678 190 171 [�DDDDFtrehousing Detail Compare 51---- Information 1,599 843 249 213 153 79 4U-7][:A 3 Detail Compare 52---- Finance & insurance 6,9894,249 Fl,034 769 540 191 126 41 27 12 Detail Compare 53____ Real estate & rental & 5,492 3,853 807 477 222 67 44 14 D� leasing Detail Compare 54____ Professional, scientific & 13,918 9,695 1,887 1,176 779 222LADDE] technical services Detail Compare 55---- Management of companies619 181 84 71 113 69 56 27 I S & enterprises Detail Compare 56____ Admin, support, waste mgt, 4,602 [j��[� 507 489 204 207 67 21 10 remediation services Detail Compare 61---- Educational services 1,028 484 164 142 132 59 31 10� 2 Detail Compare 62____ Health care and social 9,686 5,585 [��LI�F541 159 122 19 11 15 assistance Detail Compare 71____ Arts, entertainment& 980 522 139 96 118 65 30 4Irecreation Detail Compare 72____ Accommodation & food E1 1,010 1,339 1,421I4ETADEI services Detail Compare 81____ public services (excepj 6,227 3,779 1,157 710 425 109DEI ❑1 �0 administration Detail Compare 99---- Unclassified establishments http://censtats.census.gov/cgi-bin/cbpnaic/cbpsect.pl 8/25/2008 County Business Patterns Page 4 of 4 save as text file. save as csv file. For information on businesses with no paid employees, see Nonempioyer Statistics Change Geographic Area Technical Support T 301-763-7710 Voice 301-457-1296 Fax Census Bureau Links: Home-Search •Subjects A-Z•FAQs•Data Tools•Catalog•Census 2000•Quality •Privacy Policy-Contact Us USCENSUSBUREAU Helping You Make Informed Decisions http://censtats.census.gov/cgi-bin/cbpnaic/cbpsect.pl 8/25/2008 County Business Patterns Page 1 of 11 .. 2006 County Business orange, CA CenStats Patterns (NAICS) 54---- Professional, Scientific, and Technical Services ala i�/£srJZ/�/6 4t- .42c�fir7�G7'V2v-t- To see a different year, select one 2006 Go! Payroll ($1,000) Industry Number of Employees for 1Qst Total Code Industry Code Description week including March 12 uarter Annual Establishments Com are Professional, Scientific, and Technical Services 120,518 2,136,127 8,371,284 13,918 Com are® Professional, Scientific, and Technical 541 Servicesli 120,518 2,136,127 8,371,284 13,918 Compare 5411 Legal Services 16,092 264,872 1,199,081 2,558 Compare 54111 Offices of Lawyers 14,448 240,121 1,106,331 2,427 Compare 5411101 Offices of Lawyers 14,448 240,121 1,106,331 2,427 Compare 54119 Other Legal Services 1,644 24,751 92,750 131 Compare 541191 Title Abstract and Settlement Offices 1,139 20,321 73,155 53 Compare 541199 All Other Legal Servicesil 505 4,430 19,595 78 Com are Accounting, Tax Preparation, © 5412 Bookkeeping, and Payroll Services 13,482 155,012 691,197 1,713 http://censtats.census.gov/cgi-bin/cbpnaic/cbpdetl.pl 8/25/2008 county business Yatterns Page 2 of 11 Compare 54121 Accounting, Tax Preparation, 13,482 155,012 691,197 1,713 Bookkeeping, and Payroll Services Comp541211 Offices of Certified Public Accountants 5,054 69,752 314,844 838 are Compare 541213 Tax Preparation Services 1,625 9,769 32,444 322 Compare 54]214 Payroll Servicesil 3,163 43,818 201,414 57 Compare I Other Accounting Services 3,640 31,673 142,495 496 Compare 5413 Architectural, Engineering, and Related 25,811 765,907 2,559,806 1,893 Services Compare 54131 Architectural Services 4,710 78,580 418,676 424 Compare 541310 Architectural Services 4,710 78,580 418,676 424 Compare 54132 Landscape Architectural Servicesil 1,937 23,520 ]05,833 146 Compare 541320 Landscape Architectural Servicesil 1,937 23,520 105,833 146 Compare 54133 Engineering Services 16,043 626,130 1,868,316 1,068 FF Compare 541330 Engineering ServicesIF 16,043 626,130 1,868,316 1,068 Compare 54134 Drafting Services 110 1,204 5,053 30 Compare 541340 Drafting Services 110 1,204 5,053 30 Compare 54135 Building Inspection Servicesil 283 3,090 15,288 67 Compare Building Inspection Services 283 3,090 15,288 67 Compare 54136 Geophysical Surveying and Mapping 52 658 3,165 11 Services Compare 541360 Geophysical Surveying and Mapping 52 658 3,165 11 Services Compare 54137 Surveying and Mapping (except 545 8,794 40,816 50 Geophysical) Services Compare 541370 Surveying and Mapping (except 5458,794 40,816 50 Geophysical) Services http://censtats.census.gov/cgi-bin/cbpnaic/cbpdetl.pi 8/25/2008 County Business Patterns Page 3 of 11 . Compare 541381 Testing Laboratoriesll 2,1311 23,931 L 102,659 97 Compare- 541380 TestingLaboratories 2,131 23,931 102,659 .97 Compare 5414 Specialized Design Seryices 2,857 31,699 145,522 632 FE Compare 54141 Interior Design Services 1,121 11,610 54,003 246 Compare 541410 Interior Design Services 1,121 11,610 54,003 246 Compare 54142 Industrial Design Services 450 6,245 28,981 68 Compare 541420 Industrial Design Services 450 6,245 28,981 68 Compare 54143 Graphic Design Services 1,078 12,347 54,604 275 U-67pareGraphic Design Services 1,078 12,347 54,604 275 Compare 54149 Other Specialized Design Services 208 1,497 7,934 43 Compare 541490 Other Specialized Design Services 208 1,497 7,934 43 Compare 5415 Computer Systems Design and Related 18,195 388,266 1,532,453 2,032 Services Com are Computer Systems Design and Related 54151 Services 18,195 388,2661,532,453 2,032 Compare 541511 Custom Computer Programming L�J� Services 8,859FE_ 175,473 768,965 985 Compare Computer Systems Design Services 7,814 157,832 634,639 804 Com are Computer Facilities Management - 541513 Services 425 36,956 50,986 37 Compare 541519 Other Computer Related Services 1,097 18,005 77,863 206 Compare 5416 Management, Scientific, and Technical Consulting Services 21,845 252,883 1,103,324 3,190 Compare 54161 Management Consulting Services 15,771 181,770 770,459 1,790 Administrative Management and Compare541611 General Management Consulting L 5,304 91;609 401,642 830 Services ❑❑ http://censtats.census.gov/cgi-bin/cbpnaic/cbpdeti.pl 8/25/2008 (Aunty t3usmess Patterns Page 4 of 11 Compare 541612 Human Resources and Executive Search 2,248 29,342 110,563 257 Consulting Services Compare 541613 Marketing Consulting Services 6,880 45,590 193,577 503 Compare 541614 Process, Physical Distribution, and 855 11,404 47,898 96 Logistics Consulting Services Compare 541618 Other Management Consulting Services 484 3,825 16,779 104 Compare 54162 Environmental Consulting Services 2,187 31,664 134,789 170 Compare 541620 Environmental Consulting Services 2,187 31,664 134,789 170 Compare 54169 Other Scientific and Technical 3,887 39,449 198,076 1,230 Consulting Services Compare 541690 Other Scientific and Technical 3,887 39,449 198,076 1,230 Consulting Services Compare 5417 Scientific Research and Development 5,156 107,667 415,238 292 Services Research and Development in the Compare 54171 Physical, Engineering, and Life 4,878 103,280 397,349 260 Sciences Research and Development in the Compare 541710 Physical, Engineering, and Life 4,878 103,280 397,349 260 Sciences Compare 54172 Research and Development in the Social 278 4,387 17,889 32 Sciences and Humanities Compare 541720 Research and Development in the Social 278 4,387 17,889 32 Sciences and Humanities Compare 5418 Advertising and Related Services 8,978 105,973 442,223 647 Compare 54181 Advertising Agenciesii 2,333 43,156 170,021 234 Compare 54]810 Advertising Agencies 2,333 43,156 170,021 234 FF1Compare 54182 Public Relations Agencies l - 426 6,109 24,918 93 Compare 541820 Public Relations Agencies 426 6,109 24,918 93 http://censtats.census.gov/cgi-bin/cbpnaic/cbpdetl.pl 8/25/2008 County Business Patterns Page 5 of 1 I Compare 541831 Media Buying Agenciesll 1751 3,247 15,917 16 Compare I Media Buying Agencies 175 3,24715,917 16 Compare 54184 Media Representatives 270 3,434 16,763 36 EC Compare 541840 Media Representatives 270 3,434 16,763136 Compare 54185�� Display Advertisin g 897 9,947 38,970 39 . Compare 541850 Display Advertisin 0� P Y g 897 9,947 38,970 39 Compare 54186 Direct Mail Advertising 2,263 26,802 115,415 88 Compare 541860 Direct Mail Advertising 2,26 326,802 115,415 88 Com are© Advertising Material Distribution 54187 Services148 2211 =11,3 11 E2�t� Material Distribution Services 148 2,211 11,378 11 Compare 54189 Other Services Related to Advertising 2,466 11,067 48,841 130 Compare 541890 Other Services Related to Advertising 2,466 11,067 48,841 130 Com are =O=therofessio=Scientific, 8,102 63,848 282,440 961 ©Com are =54191Marketing Research and Public Opinion Polling 996 IQ613 42,371 148 Com are© Marketing Research and Public Opinion 541910 Polling 77996 10,613 42,371 148 Compare 54192 Photographic Services 1,066 5,362 24,213 184 Compare 541921 Photography Studios, Portrait 875 3,464 15,965 1 126 Compare Commercial Photography 191 1,898 8,248 58 Compare 54193 Translation and Interpretation Services 268 2,072 8,340 47 Compare 541930 Translation and Inte relation Services �� Interpretation 268 2,072 8,340 47 Compare 54194 VeterinaryServices 4,092 26,107 116,764 253 -ter--� http://censtats.census.gov/cgi-bin/cbpnaic/cbpdetl.pl 8/25/2008 Uounty business Yattems Page 6 of 11 Compare 5419401 Veterinary Servicesll 4,0921 26,107 116,764 253 Compare 54199 All Other Professional, Scientific, and 1,680 19,694 90,752 329 Technical Services Compare 541990 All Other Professional, Scientific, and 1,680 19,694 90,752 329 Technical Services Number of Establishments by Employment-size class Indust Code Description Total 1-4 10- 20- r50100- 11ndustry �5�001i;06166 orCode P Estabs ][5-9 19 49 more Professional, Scientific, and Technical Compare 54---- 13,91&[9 695] 1,887 1,176 779 222 117 31 6 5 Services Compare 541 Professional, Scientific, and Technical13,918 9,695 1,887 1,176 779 222 117 31 n� Seryices Compare 541 I Legal Services 2,558 1,841 348 198 121 33 16 nn� FF Compare 54111 Offices of Lawyers 2,427 1,766 327 185 109 26 13 =n� Compare 541 110 Offices of Lawyers 2,4271,766 327 185 109 26 13 nn7—ol Compare 54119 Other Legal Services 13175 21 13 12 n�3 [= nE-7o Compare 541191 Title Abstract and Settlement Offices 53 22 nnnnn�n� Compare 541.199 All Other Legal Services 78 53 12 1-17 nnn� Compare 5412 Accounting, Tax Preparation, 1,713 1,190 302 118 67 19 nnn� Bookkeeping, and Payroll Services Compare 54121 Accounting, Tay Preparation, 1,713 1,190 302 18 1 67 19 nn❑1 Bookkeeping, and Payroll Services Compare 541211 Offices of Certified Public Accountants 838 591 154 47 32 10 nnn� Compare 541213 Tax Preparation Services 322 217 58 34 12 EIE=dnno Compare 541214 Payroll Services 57 28 1:IAn❑8 nnnn� Compare 541219 Other Accounting Services 496354 86 30 15 nF]2nn� nnnn �nnnnnnnn� http-.Heenstats.census.gov/cgi-bin/cbpnaic/cbpdetl.pl 8/25/2008 County Business Patterns Page 7 of 11 Com areL Architectural, Engineering, and Related���������� 54131 Seryices 1,893 1,045 335 240 182 58 22 8 1 2 Compare 54131 Architectural Services 424 239 91 47 30 8 Compare 541310 Architectural Services 424 239 91 47 30❑8 L3EI:]�� Compare 54132 Landscape Architectural Services 146 71 20 28 20 ElEo Compare 541320 Landscape Architectural Services 146 71 20 28 20❑51 E:= Compare 54133 Engineering Services 1,068585 185 136 106 38 10 E:Ra�2 Compare 541330 Engineering Services 1,068 585 185 136 106 38 ]0 3E:::� 2 Compare 54134 Drafting Services Compare 541340 Drafting Services Compare 54135 Building Inspection Services 67 54 L]E:::�DLJE�EJE:::�� Compare 541350 Building Inspection Services 67 54=13D EK:7K::�� Compare 54136 Geophysical Surveying and Mapping L1111][13DEADServices 0 Compare 541360 Geophysical Surveying and Mapping ❑❑❑❑❑❑❑❑� Services 11 7 1 3 0 0 0 0 0 0 Com are Surveying and Mapping (except ❑❑❑111DEID� © 54137 Geophysical) Services 50 24 12 6 0 Compare 541370 Surveying and Mapping (except 50 2412❑6 LITI ❑p Geophysical) Services Compare 54138 Testing Laboratories 97 41 19 14 14❑6 EIF 61E::�� Compare 541380 Testing Laboratories 97 41 19 14 14 DEIF o]E]� Compare 5414 Specialized Design Services 632488 78 36 23 ❑7 E:X:�]E� Compare 54141 Interior Design Services 246195 26 15 D❑3 EAEH::�� Compare 541410 Interior Design Services 246 195 26 15 ❑7 DEA���� Compare 54142 Industrial Design Services 68 48 1 I �❑5 ❑2���� UI http://censtats.census.gov/cgi-bin/cbpnaic/cbpdetl.pl 8/25/2008 County Busmess Patterns Page 8 of 11 Compare 1 5414201 Industrial Design Services) 68 LA 11 uuuuuuu Compare 54143 Graphic Design Servicers 275LADE14 ❑9 EAF70 F 0 F 01� Compare 541430 Graphic Design Services 275 218 32 14 ❑9❑2 E E= Compare 54149 Other Specialized Design Services 43 27��❑2 ❑0���� Compare 541490 Other Specialized Design Services 43 27 E][::]❑2 D E::�1:1 E� o Compare 5415 Computer Systems Design and Related 2 032 F�3NIHTTEDEI �1 Services Compare 54151 Computer Systems Design and Related 2 032 1,463 229 166 111 36 21 ❑5 ❑0�l Services Compare 541511 Custom Computer Programming 985 701 120 80 52 17 12❑3 :::0] 0 Services Compare 541512 Computer Systems Design Services 804 579 87 68 46 14 EDE:11::��1 Compare 541513 Computer Facilities Management 37 21 4]����� Services Compare 541519 Other Computer Related Services206 162 17 14❑9❑2�2 �0 �0�0 Compare 5416 Management, Scientific, and Technical 3,190 H[H,919H�DE]71 Consulting Services Compare 54161 Management Consulting Services 1,7901,390 178 113 64 21 17 E::AF71 � Administrative Management and Compare 541611 General Management Consulting 830 661 74 50 28 DF6 ❑3 :::]0 Services Compare 541612 Human Resources and Executive SearchIF 257 185 31 24 9 4 3 0 1 0 Consulting Services ❑❑❑❑❑❑❑❑� Compare 541613 Marketing Consulting Services 503 399 50 23 17�5 ��1 �� Compare 541614 Process, Physical Distribution, and E�D[:�DIJEIEJF 0 Logistics Consulting Services Compare 541618 Other Management Consulting Services 104 84 IL3❑4❑0 E:T:17o� Compare 54162 Environmental Consulting Services 170 96 http://censtats.census.gov/cgi-bin/cbpnaic/cbpdetl.pt 8/25/2008 County Business Patterns Page 9 of 11 Compare 5416201 Environmental Consulting Services] 170 L 96 L 20 24 21 uuuu01 Compare 54169 Other Scientific and Technical 1,230 1,056 98 62 10 D2 ]2 0 Consulting Services Compare Other Scientific and Technical�[1,�05]6 ❑❑❑[]2 DO [J2 ❑� C 541690 Consulting Services 1 230 98 62 10 0 0 Compare 5417 Scientific Research and Development 292 Services 292 150 47 30 42 11 10 0 0 Compare ngiResearch and Development in the ❑❑❑[�39 ❑❑❑DO � U[:��[P7hysical, ngineering, and Life Sciences 260 127 44 28 11 9 2 0 Compare Research and Development in the ❑L:� ❑❑❑❑❑❑� © 541710 Physical, Engineering, and Life Sciences 260 127 28 39 11 9 2 0 0 Compare 54172 Research and Development in the Social 32 ]23 [D3 D ❑❑❑❑� Sciences and Humanities Compare 541720 Research and Development in the Social 32 2]3D[:][]3 ElSciences and Humanities Compare 5418 Advertising and Related Services 647 382 95 73 6319 12[:AIE::�2F 0 Compare 54181 Advertising Agencies 234 137 35 34 20❑5 E::]3 F70[::�o 0 Compare 5418101 Advertising Agencies234 137 35 3420[:J5 [::]3 [�O[�Jo 0 Compare 54182 Public Relations Agencies 93 71 Ell [:::�8 D❑j E::�o[::Jo[:30L� Compare 541820 Public Relations Agencies 93 71 11 �g E]Dl E::Ao EAEA 0 Compare 54183 Media Buying Agencies 16 F70 Compare 5418301 Media Buying Agencies 16[::]7a3 �3 ❑3 ����� Compare 54184 Media Representatives 36 25 ��❑3 ����� Compare 541840 Media Representatives36 25 = Ell Compare 54185 Display Advertising 39 0 Mir Display Advertising 39 25 0 0 54-1� g�DER 10 � 0 Direct Mail Advertisin 88 DER 10 10 7 8 0 0 0 http://censtats.census.gov/cgi-bin/cbpnaic/cbpdeti.pl 8/25/2008 Uounty tsusmess Patterns Page I0-of I I Compare 5418601 Direct Mail Advertising) 88 39 14 10 10 I 'Il 811 10 o0l Compare 54187 Advertising Material Distribution 11 �LIDEIDE]� Services Compare 541870 Advertising Material Distribute I I EJ DIIDDEAE� Compare 54189 Other Services Related to Advertising 130 73 19 13 22 ❑1 EI��� Compare 541890 Other Services Related to Advertising 130 73 19 13 22 DEJEU� Compare 541.9 Other Professional, Scientific, and 961 594 157 116 75 10❑8 ❑0❑1 Technical Services Compare 54191 Marketing Research and Public OpiPolling nion 148 105 16 14 12❑0❑1 ❑0 ::0] 0 Compare 541910 Marketing Research and Public Opinion 148 Polling 105 Compare 54192 Photographic Services 184132 36 E!3 D=72EAEA ol Compare 541921 Photography Studios, Portrait 12686 21 11 DDEI—K:3� Compare 541922 Commercial Photography 58 46 EA=A ❑0 E:K::�T:::�� Compare 54193 Translation and Interpretation Services 47 29 10�❑3 ❑0 EA��� Compare 541930 Translation and Interpretation Services F 29 10 E:]❑3 DI:AE::I::] o Compare 54194 Veterinary Services 253 71 67 65 40 ����� Compare 541940 Veterinary Services 25371 67 65 40 ❑6 EIEIF71 Compare 54199 All Other Professional, Scientific, and El�FIEDDD70 Technical Services Compare 541990 All Other Professional, Scientific, and 329257 34 19 I S �❑2❑0 a� Technical Services Save as text file. Save as csv file. http://censtats.census.gov/cgi-bin/cbpnaic/cbpdetl.pi 8/25/2008 County Business Patterns Page I 1 of 11 For information on businesses with no paid employees, see Nonemployer Statistics Change Geographic Area Technical Supponr=I 301-763-7710 Voice 301-457-1296 Fax Census Bureau Links: Home•Search •Subjects A-Z•FAQs•Data Tools•Catalog•Census 2000•Quality •Privacy Policy-Contact Us USCENSUSBUREAU Hdprng sou Make Informed Demons http://censtats.census.gov/cgi-bin/cbpnaic/cbpdetl.pl 8/25/2008 of �lfOR�P; CONSENT ITEM TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: MARCENE HAMILTON, CITY TREASURER DATE: OCTOBER 6, 2008 SUBJECT: INVESTMENT POLICY FOR THE CITY OF AZUSA RECOMMENDATION The City Treasurer recommends that the City Council approve the attached resolution re-adopting the Investment Policy for the City of Azusa. FISCAL IMPACT None BACKGROUND California Government Code Section 53646(a)(2) requires the City to adopt an Investment Policy every year. The City is also charged with changing the policy as necessary. The policy must be adopted or changed at a public meeting of the Council. The Council Members last adopted the Investment Policy on June 18, 2007. DISCUSSION In addition to the annual review of the City's Investment Policy, Government Code Section 53607 requires the City to reconfirm annually the delegation of investment authority to the City Treasurer. The Treasurer and the City Council are "fiduciaries" subject to the prudent investor standard. The Investment Policy is the outline from which the Treasurer operates to ensure that investments are safe, liquid and achieving returns. RESOLUTION NO RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA ADOPTING THE INVESTMENT POLICY WHEREAS, the City of Azusa receives taxes and other revenues from a variety of sources and uses the funds to pay its bills on a regular basis; and WHEREAS, the City Treasurer is charged with the duties of handling and maintaining the cash that is taken in or otherwise received by the City; and WHEREAS, the balance of these funds Fluctuates between $3,000,000 and $20,000,000 or more; and WHEREAS, per Government Code Sections 53607 and 53600.5 the City Treasurer is charged with investing idle public funds on the basis of protecting the safety of the funds,ensuring the liquidity of the investments, and maximizing earnings in that order of importance and based on the "Prudent Investor Standards"; and WHEREAS, the State of California requires each City annually to adopt an investment policy per Government Code Section 53646; and WHEREAS, the City Council, with the aid of its staff has reviewed the Statement of Investment Policy and wishes to approve the same; NOW THEREFORE BE IT RESOLVED that the City Council of the City of Azusa does hereby adopt its Investment Policy attached hereto marked Exhibit A and instructs the City Treasurer to be guided by it in carrying out the duties of his office for the benefit of the City of Azusa. ADOPTED AND APPROVED this day of October 2008. JOSEPH R. ROCHA, MAYOR 1 HEREBY CERTIFY that the foregoing resolution was duly adopted by the City Council of the City of Azusa at a regular meeting thereof on the day of October 2008 by the following vote of Council: AYES: CITY COUNCIL MEMBERS: NOES: CITY COUNCIL MEMBERS ABSTAIN: CITY COUNCIL MEMBERS ABSENT: CITY COUNCIL MEMBERS VERA MENDOZA, CITY CLERK City of Azusa, California INVESTMENT POLICY 1. POLICY STATEMENT All funds of the City of Azusa ("City") shall be invested in accordance with principles of sound treasury management and in accordance with the provisions of California Government Code Section 53600, et seq., and guidelines established by the California Municipal Treasurer's Association, the California Society of Municipal Finance Officers, and this Investment Policy ("Policy"). These funds are defined and detailed in the City's Comprehensive Annual Financial Report ("CAFR") and include any new funds created unless specifically excluded by the City Council. Specifically excluded funds are: Funds deposited with the State Public Employees' Retirement System; and Bond proceeds that are subject to covenants and restrictions as defined in the Bond's indenture are administered under the direct control of the Bond Trustee. 2. INVESTMENT POLICY OBJECTIVES A. Overall Risk Profile Pursuant to California Government Code Section 53600.5 the three(3)objectives of the City's Policy are, in order of priority: 1. Safeguard the principal of the funds; 2. Meet the liquidity needs of the City; and 3. Achieve a return on the funds. To achieve these objectives, The City shall consider the following when making an investment: 1. Safeeuard the Principal of the Funds The City shall mitigate the risk to the principal of invested funds by limiting credit and interest rate risks. Credit risk is the risk of loss due to the failure of the security issuer or backer. Interest rate risk is the risk that the market value of the City's portfolio will fall due to an increase in general interest rates. a) Credit risk will be mitigated by: (i) Limiting investments to the safest types of securities; (ii) By pre-qualifying the financial institutions with which it will do business; and (iii) By diversifying the investment portfolio so that the potential failure of any one issue or backer will not place an undue financial burden on the City. b) Interest rate risk will be mitigated by: (i) Stricturing the City's portfolio so that securities mature to meet the City s cash requirements for ongoing obligations, thereby avoiding the possible need to sell securities on the open market at a loss prior to their maturity to meet those requirements; and (ii) Investing primarily in shorter-term securities. 2. Meet the Liquidity Needs of the City The City's investment portfolio shall be structured in a manner that ensures securities mature at the same time as cash is needed to meet anticipated demands (Static Liquidity). Additionally, since all possible cash demands cannot be anticipated, the portfolio should consist of securities with active secondary markets (Dynamic Liquidity). The maximum percentage of different investment instruments and maturities is detailed within Section II of this Policy. 3. Achieve a Return on the Funds Yield on the City's investment portfolio is of secondary importance compared to the safety and liquidity objectives described above. Investments are limited to relatively low risk securities in anticipation of earning a fair return relative to the risk being assumed. While it may occasionally be necessary or strategically prudent for the City to sell a security prior to maturity to either meet unanticipated cash needs or to restructure the portfolio, this Policy cma��nrvo�exmoswvm�uxmwvcoivumvmxvm�vrwucvwrn�viroucvrnvov�xisi..uoe.rmucac M1 specifically prohibits trading securities for the sole purpose of speculating on the future direction of interest rates. B. Basic Investment Strategy The City's investment portfolio shall be structured to provide sufficient funds from investments to meet the City's monthly anticipated cash needs. Subject to the objectives stated above,the choice in investment instruments and maturities shall be based upon an analysis of future anticipated cash needs, existing and anticipated revenues, interest rate trends and specific market opportunities. No investment may have a maturity of more than five (5) years from its date of purchase without receiving prior City Council approval. After approval by City Council,reserve funds associated with bond issues may have a maturity of more than five(5)years,up to the earliest date the bonds may be redeemed or mature. 3. INVESTMENTS This section of the Policy identifies the types of investments in which the City will invest its idle or surplus funds. A. Standard of Prudence The City operates its investment portfolio under the Prudent Investor Standard (California Government Code Section 53600.3) which states, in essence, "when investing,reinvesting,purchasing,acquiring,exchanging,selling or managing public funds, a trustee shall act with care, skill, prudence and diligence under the circumstances then prevailing, including, but not limited to, the general economic conditions and the anticipated need of the City, that a prudent person in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like aims,to safeguard the principal and maintain the liquidity needs of the. City." This standard shall be applied in the context of managing the overall portfolio. Investment officers,acting in accordance with written procedures and this investment policy and exercising the above standard of diligence shall be relieved of personal responsibility for an individual security's credit risk or market price changes, provided deviations from expectations are reported in a timely fashion and appropriate action is taken to control adverse developments. r. B. Eligible Securities The City is provided a broad spectrum of eligible investments under California Government Code Section 53600, et seq. The City may choose to restrict its permitted investments to a smaller list of securities that more closely fits the City's cash flow needs and requirements for liquidity. If a type of investment is added to California Government Code Section 53600 et seq., the new investment option will not be added to the City's Authorized Investment List until this Policy is amended and approved by the City Council. If a type of investment permitted by the City should be removed from California Government Code 53600 et seq., the investment will be deemed concurrently removed from the City's Authorized Investment List. The City's Authorized Investment List • Insured Certificates of Deposit (CD's) of California banks and/or savings and loan associations, and/or savings banks that mature in five (5) years or less, provided that the City s investments shall not exceed One Hundred Thousand Dollars ($100,000) per institution. If the investment exceeds the insured One Hundred Thousand Dollars ($100,000), the funds are to be collateralized at one hundred and ten percent (110%) of the deposit in government securities or one hundred and fifty percent (150%) in mortgages. • Local Agency Investment Fund (LAIF) Demand Deposits. . • Securities of the U.S. Government, and securities of which the principal and interest is guaranteed by the full faith and credit of the U. S. Government. • Securities issued by agencies and instrumentalities of the U. S. Government or issued by a government-sponsored enterprise. • Commercial Paper(limited to 30%of the portfolio)rated Al/Pl or the equivalent by two nationally recognized rating agencies with maturities not to exceed one hundred and eighty-one (18 1) days. • Medium-Term Corporate Notes (limited to 20% of the portfolio) that are rated "AA" or better by two (2)nationally recognized rating agencies. • Passbook Savings or Money Market Demand Deposits,subject to the restrictions and limitations set forth in California Government Code Section 53638. • Repurchase Agreements (limited to 30% of the portfolio) with approved banks and broker-dealers who have completed and signed a Master Repurchase Agreement with the City. • Money Market Mutual Funds(with a stated objective of maintaining a$1.00 net asset value) that has been rated AAAm by Moody's or any two nationally recognized rating agencies. Please see Exhibit A for a more detailed description of the authorized investments listed above. A thorough investigation of any pool or fund is required prior to investing and on a continual basis. The investigation will, at a minimum, obtain the following information: • A description of eligible investment securities, and a written statement of investment policies and objectives; and • A description of interest calculations and how it is distributed,and how gains and losses are distributed; and • A description of how securities are safeguarded (including the settlement process) and how often the securities are marked to market and how often an audit is conducted; and • A description of who may invest in the program, how often, what size deposits and withdrawals are permitted; and • A schedule for receiving statements and portfolio listings; and • A determination as to whether the poollfund maintain a reserve or retain earnings or is all income after expenses distributed to participants; and • A fee schedule that also discloses when and how fees are assessed; and • A determination as to whether the pool or fund is eligible for bond proceeds and/or will accept such proceeds. The purpose of this investigation is to determine the suitability of a pool or fund and evaluate the risk of placing funds with that pool or fund. One of the purposes of this Policy is to define what investments are permitted. If a type of security is not specifically authorized by this Policy, it is not a permitted investment. C. Oualification of Brokers. Dealers and Financial Institutions The City Treasurer or designees will establish and maintain a list of the financial institutions and broker/dealers authorized to provide investment and depository services to the City,will perform an annual review of the financial condition and registrations of the qualified bidders,and require annual audited financial statements to be on file for each approved company. The City shall annually send a copy of their current Policy to all financial institutions and broker/dealers approved to do business with the City. Receipt of the Policy and Enabling Resolution,including confirmation that it has been received and reviewed by the person(s)handling the City's account, shall be acknowledged in writing within thirty(30) days. All broker-dealers and financial institutions that desire to become qualified bidders for investment transactions must submit a"Broker-Dealer Application"and related documents relative to eligibility. This includes a current audited financial statement, proof of state registration,proof of NASD registration and a certification they have received and reviewed the City's Policy and agree to comply with the provisions outlined in the Investment Policy. The City Treasurer or designees may establish any additional criteria they deem appropriate to evaluate and approve any financial services provider. The selection process for broker-dealers shall be open to both "primary dealers"and"secondary/regional dealers"that qualify under Securities and Exchange Commission Rule 156-1 (Uniform Net Capital Rule). The provider must have an office in California and the provider's representative must be experienced in institutional trading practices and familiar with the California Government Code as it relates to investments by a City. D. Collateralization Requirements Uninsured Time Deposits with banks and savings and loans shall be collateralized in the manner prescribed by state law for depositories accepting municipal investment funds. Re-purchase Agreements shall be collateralized in accordance with terms specified in the Master Repurchase Agreement. The valuation of collateral securing a Re- purchase Agreement will be verified weekly to ensure a minimum of one hundred and two percent (102%) of the value of the transaction is held by the City's depository agent. E. Diversification The City will diversify its investments by security type and investment. With the exception of bond reserve funds, bond escrow funds, and any other specific funds approved by the Treasury Committee or the City Council, the City Treasurer or designee, and the City's Investment Committee will adopt a strategy that combines current market conditions with the City's cash needs. to maintain the maximum degree of safety of principal and liquidity throughout market and budgetary cycles. This strategy will include diversification by investment type and maturity allocations and will be included in the regular quarterly reports to the City Council. This strategy will be reviewed quarterly and can be changed accordingly. CWN.'IMP'�ANU¢TI`gMA1512WM1YWNNP^I4JMT IpNf WIJC(Wl1M11ME_VIMIICY{IttOf KVG.Sq.4lMLLWC F. Confirmations Receipts for confirmation of purchase of authorized securities should include at a minimum the following information: trade date, settlement date, description of the security,par value, interest rate,price,yield to maturity,agency's name,net amount due, and third party custodial information. G. GASB 3 The Governmental Accounting Standards Board("GASB")issued GASB 43 in April 1986, and the local entity's investments must be categorized into three (3) levels of credit risk as follows: 1) Securities that are insured or registered, or for which the securities are held by public units or its agent in the units; 2) Securities that are uninsured and unregistered and are held by the broker's or dealer's trust department or agent in the unit's name; 3) Securities that are uninsured and unregistered and are held by the broker or dealer, or by its trust department or agent, but not in the unit's name. The carrying amount and market value of all types of investments must be disclosed in total and for each type of investment. GASB 43 exempts mutual funds and LAIF investments from the mandatory risk categorization. 4. SAFEKEEPING OF SECURITIES A. Safekeeping Agreement The City shall contract with a bank or banks for the safekeeping of securities that are owned by the City as a part of its investment portfolio or transferred to the City under the terms of a Re-purchase Agreement. All securities owned by the City shall be held in safekeeping by a third party bank trust department acting as agent for the City under the terms of a custody agreement executed by the bank and the City. All securities will be received and delivered using standard delivery versus payment(DVP)procedures. The third party bank trustee agreement must comply with California Government Code Section 53608. No outside broker/dealer or advisor may have access to City funds, accounts or investments, and any transfer of funds must be approved by the City Treasurer. B. Securitv Transfers The authorization to release City's securities or funds will be telephoned to the appropriate bank representative by a finance department member other than the person who initiated the transaction. A written confirmation outlining details for the transaction and confirming the telephoned instructions will be sent to the bank within five (5) working days. C. Verification of Security Securities transferred to the City as collateral securing time deposits or repurchase agreements that are being held in safekeeping for the City will be verified in writing and examined on a random basis during the year by the City s independent auditors as part of the City's annual independent audit. 5. STRUCTURE AND RESPONSIBILITY This section of the Policy defines the overall structure and areas of responsibility within the investment management program. A. Responsibilities of the City Treasurer The City Treasurer is charged with responsibility for maintaining custody of all public funds and securities belonging to or under the control of the City, and for the deposit and investment of those funds in accordance with principles of sound treasury management applicable laws,ordinances,and this Policy. This includes establishing written procedures for the operation of the investment program consistent with this Policy. The procedures should include reference to safekeeping,master repurchase agreements, wire transfer agreements, banking services contracts and depository agreements. Such procedures shall also include explicit delegation of authority to persons responsible for investment transactions. No person may engage in any investment transaction except as provided under the terms of this Policy and the procedures established by the Treasurer and approved by the Investment Committee. Investment decisions that involve borrowing in the amount of One Hundred Thousand Dollars($100,000)or more must be included as a separate discussion item on the City Council's agenda. Such items can no longer be included on the City Council's consent calendar. (California Government Code Section 53635.7) B. Responsibilities of the Director of Finance The Director of Finance is responsible for keeping the City Council fully advised as to the financial condition of the City. c+w�ma xF{.xosricarvzcawamvnwcvns rsmman®+r�uc.mravnzusn.mae.mu.00c C. Responsibilities of the ON Council The City Council shall consider and adopt a written Investment Policy. As provided in that policy, the Council shall receive, review and accept monthly investment reports. D. Responsibilities of the Investment Committee There shall be an Investment Committee consisting of the Director of Finance, the City Manager, and City Treasurer and their designees. The Committee shall meet quarterly to discuss cash flow requirements, the monthly investment reports, investment strategies,investment and banking procedures and significant investment related work projects being undertaken in each department that will affect the cash flow management of the City Treasurer. This will require timely reports from the department heads to the City Treasurer concerning significant future cash flow requirements. The Committee's meetings will be summarized in minutes that are distributed to the City Council. The Investment Committee,with the approval of the City Council,may retain an external investment manager on behalf of the City. The investment manager will be required to act in accordance with this investment policy. E. Ethics and Conflicts of Interest All City officers and employees involved in the investment process shall refrain from personal business activity that could conflict with the proper execution of the investment program, or that could impair their ability to make impartial investment decisions. Those employees and investment officials shall disclose to the appropriate City executive(City Manager,City Attorney,or the Director of Finance)any material financial interest in financial institutions that conduct business within the City, and they shall further disclose any large personal financial/investment positions that could be related to the performance of the City's investments. 6. REPORTING The City Treasurer shall prepare a monthly investment report, including a succinct management summary that provides a clear picture of the status of the current investment portfolio and transactions made over the past month. This management summary shall be prepared in a manner that will allow the Director of Finance and the City Council to ascertain whether investment activities during the reporting period have deviated from the City's Investment Policy. The monthly report shall include all of the information required by California Government Section 53646, including the following: A list of individual securities held at the end of the reporting month; and • Unrealized gain or loss resulting from amortization or accretion of principal versus market value changes by listing the cost and market value of securities owned by the City; and • A description of the current investment strategy and the assumptions upon which it is based; and • Dollar weighted yield to maturity of the City's investments; and • Maturity schedule by type of each of the City's investments; and • Statement as to compliance of the City's Investment Policy with Government Code Section 53601 et seq.; and • Statement as to ability to meet expenditure requirements for next six months; and • Market value, book:value,par value and cost basis of all investments; and. • Investments"under the management of contracted parties,including lending programs"(i.e., investments held by deferred compensation administrators). 7. PERFORMANCE STANDARDS The investment portfolio will be managed in accordance with the standards established within this Policy and should obtain a market rate of return throughout budgetary and economic cycles. The Investment Committee will establish and periodically review the City's portfolio benchmarks and performance. A benchmark will be selected that compares with the portfolio composition, structure and investment strategy at that time. 8. REVIEW OF INVESTMENT POLICY A. Policy Review This Policy shall be reviewed annually by the City Council in accordance with State law to ensure its consistency with respect to the overall objectives of safety, liquidity and yield. Proposed amendments to the Policy shall be prepared by the Treasurer and reviewed by the Investment Committee and City Attorney and then be forwarded to the City Council for consideration. The Investment Committee shall annually review the Policy and any proposed amendments and forward to the City Council for its consideration and adoption at a public meeting. caocvraagsp�ms�nxasvz�susviwrm�msa�vum�vrrournm�sr'nwmvcrm 011 IA az 1-m+u. B. Internal Control and Review The external auditors shall annually review the investments and general activities associated with the investment program to ensure compliance with this Policy. This review will provide internal control by assuring compliance with policies and procedures for the activities that are selected for testing. 9. ADOPTION OF POLICY This Policy was duly adopted by the City Council of the City of Azusa on October 6,2008. ���+{sgvoffirrn+oauzus..�iwrwammurnme mucr�rvemrnrrvrwucr anor�zue�ame.rwu_ooc EXHIBIT A EXHIBIT A DESCRIPTION OF INVESTMENTS The City of Azusa's ("City") investments maybe placed in those securities as outlined below; the allocation between the various investment instruments may change in order to give the City the best combination of safety, liquidity and higher yield. Surplus funds of local agencies may only be invested in certain eligible securities. The City limits its investments to allowable securities under the State of California statutes (Government Code Section 53601, et. seg., Section 53356, et. seq., and Section 53595, et. seq.) and is further limited to those listed below. Certificates of Deposit Certificates of deposit allow the City to select the exact amount and day of maturity as well as the exact depository. Certificates of deposit are issued in any amount for periods of time as short as fourteen(14)days and as long as several years. At any given time,the City may have certificates of deposit in numerous financial institutions in the future. The City Treasurer may at his/her discretion waive security for that portion of a deposit, which is insured pursuant to federal law. Currently,the first One Hundred Thousand Dollars($100,000)of a deposit is federally insured by FSLIC or FDIC. It may be to the City's advantage to waive this collateral requirement for the first One Hundred Thousand Dollars($100,000)because the City may receive a higher interest rate. If funds are to be collateralized,the collateral will be one hundred and ten percent (110%) of the deposit in government securities or mortgages of one hundred and fifty percent (150%). At purchase,institutions must not show an operating loss. Banks must have an equity-to-asset ratio of at least six percent (6%). Savings and loan associations and savings banks must have an equity-to-asset ratio of a least three percent (3%). Local Aeency Investment Fund The Local Agency Investment Fund("LAIF")of the State of California offers high liquidity because deposits can be wired to the City checking account within twenty-four (24) hours. Interest is computed on a daily basis. This is a special fund in the State Treasury, which local agencies may use to deposit funds for investment. There is no minimum investment period and the minimum transaction is Five Thousand Dollars ($5,000) in multiples of One Thousand Dollars ($1,000) above that, with a maximum of Twenty Million Dollars($20,000,000)for any city. It offers high liquidity because deposits can be converted to cash within twenty-four(24)hours and no interest is lost. All interest is distributed to those agencies participating on a proportionate share determined by the amounts deposited and the length of time they are deposited. Interest is paid quarterly by adding it to the principal. The State charges participants a small fee to cover reasonable costs associated with operating the investment pool, not to exceed one quarter of one percent (.25%) of the earnings. The interest rates received are fairly stable because of the pooling of the State's surplus cash with the surplus cash deposited by local governments. This creates a well-diversified multi-billion dollar money pool. U.S. Treasury Securities U.S. Treasury securities are highly liquid and considered the safest of all investments because they are backed by the full faith and credit of the United States Government. U.S.Treasury Bills are direct obligations of the United States Government. They are issued weekly with maturity dates up to six (6)months. They are issued and traded on a discount basis and the interest is figured on a three hundred and sixty(360)day basis using the actual number of days to maturity. They are issued in the minimum amount of Ten Thousand Dollars ($10,000) and in multiples of Five Thousand ($5,000) thereafter. U.S. Treasure Notes are direct obligations of the United States Government. They are issued throughout the year with maturities from two up to thirty(30)years. Notes are coupon securities paying a fixed amount every six (6) months. The City will not invest in notes having maturities longer then five (5) years. Federal Agency Securities Federal Agency securities are highly liquid and considered to be virtually without credit risk. Federal Agency issues are guaranteed indirectly by the United States Government. All Agency obligations that are fixed-rate and meet the maturity restrictions of the State Code and this Policy qualify as legal investments and are acceptable as security for public deposits. They usually provide higher yields than regular Treasury issues with all of the same advantages. Examples are: FNMA's (Federal National Mortgage Association) are used to assist the home mortgage market by purchasing mortgages insured by the Federal Housing Administration and the Farmers Home Administration,as well as those guaranteed by the Veterans Administration. FHLB's (Federal Home Loan Bank Notes and Bonds) are issued by the Federal Home Loan Bank System to help finance the housing industry. The notes and bonds provide liquidity and home mortgage credit to savings and loan associations,mutual savings banks, cooperative banks, insurance companies and mortgage-lending institutions. Other Federal Agency issues are Federal Home Loan Mortgage Corporation ("FHLMC"), Federal Farm Credit Bank (i°FFCB"), Small Business Administration Notes ("SBA's"),Government National Mortgage Association("GNMA's"),Tennessee Valley Authority("TVA's")and the Student Loan Marketing Association ("SLMA's") " [ Sy.99tTIlNOSNZ119/.t6PAINfY WCMffifRWav¢SIMP'i WIJL1VMh81A6.TU11CYgryOFI.Z119I.d61M.1L4S Negotiable Certificate of Deposit Negotiable certificates of deposit are high-grade instruments, paying a higher interest rate than regular certificates of deposit. They are liquid because they can be traded in the secondary market. Negotiable Certificates of Deposit ("NCD's") are unsecured obligations of the issuing financial institution, bank or savings and loan, bought at face value with a promise to pay face value plus accrued interest at maturity. The primary market issuance is in multiples of One Million Dollars ($1,000,000). The secondary market usually trades in denominations of Five Hundred Thousand Dollars($500,000),although smaller denominations are occasionally available. Local agencies may not invest more than thirty percent(30%)of their surplus money in negotiable certificates of deposit. NCD's will only be placed with the largest and most financially sound institutions. Commercial Paper Commercial paper allows the investment of large amounts of money on a short-term basis at rates higher than passbook savings accounts. Commercial paper is a short-term unsecured promissory note issued by a corporation to raise working capital. These negotiable instruments are purchased at a discount to par value. As an example, corporations such as American Express, International Business Machines (IBM) and General Electric issue commercial paper. Local agencies are permitted by state law to invest in commercial paper of"prime" quality of the highest ranking or of the highest letter and numerical rating as provided by Moody's Investor's Service, Inc. or Standard and Poor's Corporation (AI/p] or a1+/p1). Purchases of eligible commercial paper may not exceed one hundred and eighty (180) days maturity nor exceed thirty percent (30%) of the City's surplus funds. Medium-Term Corporate Notes A city may invest in medium term corporate notes with a maximum maturity of five years issued by a corporation organized and operating within the United States, a depository institution licensed by the United States Government or any state government and operating within the United States. California Government Code Section 53601 et seq. permits cities to invest in corporations with a rating category of"A" or better, but the City will limit its investments in corporate medium term notes to those issued by corporations that have been rated "AA" or its equivalent by two (2) nationally recognized ratings agencies. Passbook Savings or Money Market Account Passbook savings account allows us to transfer money from checking to savings and eam interest on smaller amounts of money, which are not available for a longer-term investment. The passbook savings account is similar to a CD except not for a fixed term. The interest rate is much lower than CD's but the savings account provides daily liquidity and funds can be deposited and withdrawn according to our daily needs. Mutual Funds Mutual Funds allow the City to maintain liquidity and receive money market rates. Mutual Funds are referred to in the Government Code,Section 53601(1),as"shares of beneficial interests issued by diversified management companies". The Mutual Fund must be restricted by its prospectus to be a "Money Market" mutual fund and be limited to the same approved investments as LAIF. These investments include U.S. Treasury and Agency issues, Bankers Acceptances, Commercial Paper, Repurchase Agreements,Certificates of Deposit,and Negotiable Certificates of Deposit. The quality rating and percentage restrictions in each investment category applicable to LAIF also apply to any Mutual Fund. One of the stated objectives of the Mutual Fund must be to attempt to maintain a One Dollar($1.00) Net Asset Value(NAV). A further restriction is that the purchase price of shares of any mutual fund shall not include any sales commission. Investments in mutual funds shall not exceed fifteen percent (15%) of the City's surplus money. Repurchase Agreements Repurchase Agreements are purchases of securities by the City under an agreement with a term of one (1)year or less whereby the seller will"repurchase"the same securities on or before a specified date or on demand of either party and for a specified amount. The underlying securities must be delivered to the City's custodial account by book entry,physical delivery or a third-party custodial agreement. G 4*/A405 CONSENT CALENDAR TO: THE HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: JOE JACOBS, DIRECTOR OF RECREATION AND FAMILY SERVICES VIA- F. M. DELACH, CITY MANAGER DATE: OCTOBER 6,2008 / SUBJECT: AUTHORIZE NOTICE OF COMPLETION FOR CONTRACT PAINTING SERVICES AT THE FORMER NATIONAL GUARD ARMORY IN THE AMOUNT OF $39,000.00. RECOMMENDATION: It is recommended that the City Council approve the Notice of Completion.for Contract Painting Services at the former National Guard Armory in the amount of$39,000 and authorize staff to file the Notice of Completion with the Los Angeles County Clerk. BACKGROUND: The Contract Painting Services area key component of the renovation of the National Guard Armory as approvedby City Council on June 2, 2008. Three bids were secured for the painting project and were as follows: C.R. Arbayo Construction: $39,000.00 Astro Painting, Inc.: $40,000.00 Spectra Company: $44,501.56 The project was awarded to C.R. Arbayo Construction. The work commenced on August 13,2008 and was completed on September 11, 2008. FISCAL IMPACT: This contract was completed on time and on budget. Funds were held in account#49-80-000-000- 7120/41008A-7120 specifically for this purpose. Attachment: Notice of Completion 08-121 'RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: r NAME Azusa City Clerk STREET ADDaESS 213 E. Foothill Blvd. CITY,STATE& Azusa,CA 91702 ZUR CODE L NOTICE OF COMPLETION Notice pursuant to Civil Code Section 3093,must be filed within 10 days after completion.(See reverse side for Complete requirements.) Notice is hereby given that: _1. The undersigned is owner or corporate officer of the owner of the interest or estate stated below in the property hereinafter described: 2. The full name of the owner is The City of Azusa 3. The full address of the owner is 213 E.Foothill Blvd.,Azusa,CA 91702 4. The nature of the interest or estate of the owner is:In fee. (IFOTHERTHAN FEL S`HUKE9NFGF'AND INSERT.FOR F.% LE.'PURCHASFR UNDERCONnNCTOFPURCHOIr.OR"MSSFE") 5. The full names and full addresses of all persons,if any,who hold title with the undersigned as joint tenants or as tenants in common are: NAMES ADDRESSES 6. The full names and full addresses of the predecessors in interest of the undersigned,if the property was transferred subsequent to the commencement of the work or improvements herein referred to: - NAMES ADDRESSES 7. A work of improvement on the property hereinafter described was completed on September 11,2008. 8. The name of the contractor,if any,for such work of improvement was: C.R.Arbavo Construction. HF NO CONTRACTOR FOR WORK OF]WROVEPENT AS A WHOLE,INSERT"NONE" (DAIT:OF CON TRACT) 9. The property on which said work of improvement was completed is in the City of Azusa County of Los Aneeles ,State of CA ;and is described as follows:Former National Guard Armory Painting. 10. The street address of said property 340 N,Orange Place, Azusa. - Joe Rocha, Mayor Dated: 10/6/08 (SIGNANRE 01`OWNER OR CORPORATE OFWCFN OF OWNER NANEU IN PARAGRAPH I OR HIS AGENT) VERIFICATION 1,the undersigned,say:I am the the declarant of the foregoing notice of completion; ("PRESIDENT OF"."MANAGER OF,-PARTNER OF'.'ON'NGR OF".ETC,) I have read said notice of completion and know the contents thereof;the same is we of my own knowledge. I declare under penalty of perjury that the foregoing is true and correct. Executed on at , (CITY) {STATE) (PERSONAL SIONATURE OF THE INDIVIDUAL WHO IS SWEARING'FHAT THE CONTENTS OF THE NOTICE OF COMPLETION ARE TRUE) U' 6 070 - �4pour`P CONSENT CALENDAR TO: THE HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: JOE JACOBS, DIRECTOR OF RECREATION AND FAMILY SERVICES VIA: F. M. DELACH, CITY MANAGER, DATE: OCTOBER 6, 2008 SUBJECT: AUTHORIZE NOTICE OF COMPLETION FOR CONSTRUCTION OF FENCING AT NORTHSIDE PARK DISC GOLF COURSE IN THE AMOUNT OF $20,792.00 RECOMMENDATION: It is recommended that the City Council approve the Notice of Completion for construction of fencing at the Northside Park Disc Golf Course in the amount of$20,792.00 and authorize staff to file the Notice of Completion with the Los Angeles County Clerk. BACKGROUND: This project was approved by City Council as part of the 2008-2009 CIP Budget. Three bids were secured for the Fencing Project and were as follows: Best Fencers, Inc.: $20,792.00 Padilla Iron Work: $21,500.00 Artistic Iron: $34,752.00 The project was awarded to Best Fencers, Inc. The work commenced August 18, 2008 and concluded September 18, 2008. FISCAL IMPACT: The Fencing Project was complete on time and on budget. Funds were held in account# 19-80-000- 410-7120/41000A specifically for this purpose. Attachment: Notice of Completion 08-122 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: r NAME Azusa City Clerk STREET ADDRESS 213 E.Foothill Blvd. Crrv.STATE a Azusa,CA 91702 Ze CODE L NOTICE OF COMPLETION Notice pursuant to Civil Code Section 3093,must be filed within 10 days after completion.(See reverse side for Complete requirements.) Notice is hereby given that: 1. The undersigned is owner or corporate officer of the owner of the interest or estate stated below in the property hereinafter described: 2. The full time of the owner is The City of Azusa 3. The full address of the owner is 213 E.Foothill Blvd.,Azusa,CA 91702 4. The nature of the interest or estate of the owner is:In fee. (IF OTHER TIUN FEG STRIKE'IN FEE'AND INSERT,FOR F%AMPIE."PURCHASER UNDER CONTRACT OF PURCHASE'.OR"IESSEE') 5. The full names and full addresses of all persons,if any,who hold title with the undersigned as joint tenants or as tenants in common are: NAMES ADDRESSES 6. The full names and full addresses of the predecessors in interest of the undersigned,if the property was transferred subsequent to the commencement of the work or improvements herein referred to: NAMES ADDRESSES 7. A work of improvement on the property hereinafter described was completed on September 18,2008. 8. The name of the contractor,if any,for such work of improvement was: Best Fencers,Inc.. OF NO CONTRACTOR FOR WORK OF IMPR0V ASA WHOLE INSERT-N E" (DAIS OF CONTRACT) 9. The property on which said work of improvement was completed is in the City of Azusa County of Los Angeles ,State of CA ;and is described as follows:Wrought Iron Fencing at Northside Park 10. The street address of said property 600 B1 IS. I Ph St., Azusa. Joe Rocha, Mayor Dated: 10/6/08 (SIGNATURE OF OWNER OR CORPORATE OFFICER OF OWNER NAF®IN PARAGRAPH 2 O NIS AGENT) VERIFICATION 1,the undersigned,say:I am the the declarant of the foregoing notice of completion; ("PRESIDENT OF".'MANAGER UF',"PARTNER OF',roWNEN OF",hTC.) I have read said notice of completion and know the contents thereof,the same is We of my own knowledge. I declare under penalty of pedury that the foregoing is hue and correct. Executed on ,at , (CITY) (STATE) WERSONAL SIGNATURE OF THE INDIVIDUAL WNO IS SWEARING THAT THE CONTENTS OF THE.NOTICE OF COF EFION ARE TRUE.) 41411, AZUSA CONSENT CALENDAR TO: THE HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: JOE JACOBS, DIRECTOR OF RECREATION AND FAMILY SERVICES VIA: F. M. DELACH, CITY MANAGER, DATE: OCTOBER 6, 2008 SUBJECT: RESOLUTION AUTHORIZING THE SUBMITTAL OF AN APPLICATION PROPOSAL AND THE SIGNING OF A CONTRACT PROVIDING SENIOR MEALS FOR PERSONS AGE 60+AND AUTHORIZING OF ALL DOCUMENTS RECOMMENDATION: It is recommended that City Council approve this resolution authorizing the submittal of an application for the senior nutrition program and the Mayor to sign the contract and all necessary documents for said contract. BACKGROUND: The City of Azusa has received grant money for senior meals from the Los Angeles County Area Agency on Aging since 1978. The acceptance of the application will enable the meal program to continue basically as we have known it, i.e. the same number of meals, federal dollars and City match as is currently contracted. The application, if accepted, will be for fiscal year 2008-2009. Continued funding for the following year will be possible through an annual re-application process. FISCAL IMPACT: Staff anticipates approximately the same City match as this current year: $99,000.00. Funds for this matching amount are budgeted in the Recreation and Family Services budget for FY 2008-2009. Account# 21-25-541-000-6655 Attachment: Resolutionfr\ ()( ' \10\'0 ,,,1\)\„ RESOLUTION NO. 08-C86 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA, CALIFORNIA AUTHORIZING THE SUBMITTAL OF AN APPLICATION PROPOSAL AND THE SIGNING OF A CONTRACT FOR PROVIDING SERVICES FOR ELDERLY PERSONS AND AUTHORIZING EXECUTION OF ALL DOCUMENTS. WHEREAS, the County of Los Angeles Department of Community and Senior Citizens Services has been awarded the funds for providing services for the elderly under the Older American Act: WHEREAS, the City of Azusa wishes to re-apply for Older American Act Funds for nutrition services, in order to administer said services; and WHEREAS, it is necessary that the City of Azusa approve the submittal of an application for Title III Funds, and WHEREAS, it is necessary that the City of Azusa designate and authorize a representative to sign the contract for Older American Act Funds on behalf of the said City Council NOW, THEREFORE, BE IT RESOLVED, THAT THE City Council hereby: 1. Approve the submittal of an application for Older American Act Funds, and 2. Designate the Mayor or his designee as the authorized representative go sign the contract and all documents necessary to accompany the contract, including all amendments to said contract within the fiscal year. PASSED,APPROVED AND ADOPTED on the 6th day of October, 2008. el?41,1 oseph R. Rocha, Mayor ATTEST: 40 Vera Mendoza, City Clerk I HEREBY CERTIFY that the foregoing Resolution No. 08-C86,was duly adopted by the City Council of the City of Azusa at the regular meeting, thereof, held on the 6th day of October, 2008, by the following vote of the Council: AYES: COUNCILMEMBERS: GONZALES, CARRILLO, MACIAS, HANKS, ROCHA NOES: COUNCILMEMBERS: NONE ABSENT: COUNCILMEMBERS: NONE ABSTAI . COUNCLIM # :ERS: NO► E Vera Mendoza, City Clerk of y2 U N - c�4FOR�P CONSENT CALENDAR TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: ROBERT B. GARCIA, CHIEF OF POLICE VIA: F.M. DELACH, CITY MANAGER.' `" DATE: OCTOBER 6, 2008 SUBJECT: PURCHASE OF THREE ELECTRONIC FLAT SCREEN MONITORS/TV'S WITH SMART BOARD TECHNOLOGY PLASMA OVERLAYS FOR THE EMERGENCY OPERATIONS CENTER RECOMMENDATION It is recommended that the City Council approve the purchase of three flat screen TV's in the amount of $22,146.23 from the lowest bidder, Global Presenter, 17911 Sampson Lane, Huntington Beach, CA 92647 for the Emergency Operations Center (EOC). The purchase includes two Panasonic 50 inch plasma monitors with Smart Board technology interactive overlays, one 32 inch Toshiba LCD TV with built-in DVD player, mounting brackets, associated equipment and installation. BACKGROUND There is a need to replace the aging, analog televisions installed in the EOC 10 years ago. Due to the limited space in the EOC, it is prudent to replace them with flat screen televisions with Smart Board overlays. The Smart Board system allows the 50 inch monitors to also serve as interactive touch-screen whiteboards, allowing users to conduct presentations, display disaster information, view files and maps, such as evacuation routes or areas of impact, and track disaster resources. The Smart Boards come with a maintenance agreement and the vendor, Global Presenter, offers maintenance visits. The same vendor installed the multi-media system in the EOC and is familiar with EOC operations. Smart Board comes with a user-friendly Windows driven system with CD/DVD tutorials. Not only are all software updates free of cost, but training is also available at no charge on the Smart Board website. The Emergency Operations Center currently maintains two laptops that can be used to operate the Smart Board monitors. Emergency Services Coordinator Olga Bruno obtained three bids for the described system as follows: 1. Global Presenter, Huntington Beach $22,146.23 2. Star Educational Systems, Walnut $24,884.54 3. Integrated Media Systems, Anaheim $25,885.12 FISCAL IMPACT - The fiscal year 2008/2009 adopted budget included $22,800 in the Public Works Endowment account#49-20-320-000-7140 to cover this purchase. Prepared by: Olga Bruno, Emergency Services Coordinator i TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: MARCENE HAMILTON, CIN TREASURER ��� DATE: OCTOBER 6, 2008 SUBJECT: CITY TREASURER'S STATEMENT OF CASH AND INVESTMENT BALANCES FOR THE MONTH OF AUGUST 2008 RECOMMENDATION: It is recommended that the Council Members receive, review, and file the City Treasurer's Report for the City of Azusa for the month of AUGUST 2008. BACKGROUND: Transmitted herewith is the City Treasurer's Statement of Cash Balances for the City of Azusa for the month of August 2008. City investments are made in accordance with the City's Investment Policy adopted and approved with Resolution No. 05 - C16 dated, June 18, 2008 and Government Code Section 53600 et seq. FISCAL IMPACT: The balances of cash, investments, and projected revenues for the next six months are expected to be sufficient to meet cash disbursement requirements of the City for at least the next six months. .s CITY OF AZUSA TREASURER'S REPORT Treasury Checking Accounts and Certificates of Deposit August 31, 2008 Held in Wells Fargo Bank Prepared by: Marcene Hamilton, Treasurer Face MaturityInterest or Balance Account Number or Amount Date Rate or CUSIP Market Value Checking Accounts General Checking Account 495-0041244 1,407,260.72 1.231% Overland Sweep Account DDA 495-0041244 0.00 Worker's Compensation Checking 0606-050318 0.00 Flexible Reimbursement 0606-055036 18,459.04 Payroll Checking (ZBA account) 4159-281393 0.00 Police Petty Cash Fund 060-6050334 239.12 Section 108 1.610% Choice IV-Public Fund Account 410-0162239 30,859.16 200,000 11/14/06 3.060% FHLB 3.060 11/14/06 (Matured) 3133X6PD2 0.00 ISO Collateral Account Every 30 300,000 Days 0.050% Certificate of Deposit 300-0311658 312,672.73 1,975,001 04/07/07 3.748% Certificate of Deposit 061-5202840 2,282,970.47 Covington Endowment Money Market Muta! Funds WFB 12847554 13,935.59 100,000 06/29/09 1 4.200% 1 Certificate of Deposit - 25467JG21 WFB 25467JG21 100,000.00 TOTALS 4,166,396.83 y CITY OF AZUSA TREASURER'S REPORT TREASURYINVESTMENTS AUGUST 31,2008 Prepared by: Marcene Hamilton,Treasurer Coupon Maturity Mallet PA. Broker Face Amount DescHptlon Rate Date AccOCusip No, S Olate nt PrinclpaP (QNnpee Martel Value^ Monthly) City of Azusa Investments -AAA Rated Federal Agency Bonds A 0000000 FHLB43000]114)09 4300% 07(14109 3133XCD03 01119105 200000000 101.125000 202250000 00000.00 FHLB 1.20012!15109 /200% 12/15109 3133X9N4B 12115104 200000000101438000 2028)6000 00 000 00 FFCB 4.)501 Wt Wt 2 1]50% 10/15/10 31331X6%5 102W0] 200240000 100219000 200/380000 000 00 FHLB 5,1251124/1 n 5,125% 1124/10 3133XKV51 05120) 199500000 100500000 2010000000000.00 FHLMC 52500221111 5.250% 0224111 312BX4N56 06114106 198269000 100866000 204320000000.00 FHLB 4.000 Mt 7111 4000% 0611)111 3133%REFS 00!17)08 100000 rn 100218000 1002190on 0 ODDDD FFQB 3.9500)/15111 )950% 0]115!11 31331V3E8 OT115)08 1000000.00 100201000 100281000 Wachovia 200000000 FFCB 5.20010103111 5200% 1OAD3111 31331X4V1 10103/07 2000000.00 100,188000 2003 MOOD Wachovte 2000000.00 FHLB 525010!11111 5250%. 10(11111 3133XHET5 05109/07 199860000 100250000 200500000 Gilford 1 000 00100 FHLMC 5.2001WI7111 52M 10/17/11 3128X6132] 1011)/0) IXOD06000 100.245000 1002450.00 Wachovia 1 0110 000 00 FHLB 4,6254119111 4.625% 1L19111 3133XNJ28 12119107 1000000.00 100,156000 1001 SHOW WFB 2,000 ODOM FHLB 34400123112 3.440%. 0123112 3133XQSTO 042398 2 OODODOp 99.000000 198000000 -Hi ins 2000000.00 FHLB 3.55001130112 3.550% 01130112 3133XPD43 (Anon8 2000000.00 988/4000 197688D.00 Hi in 2000000,00 FHLB 5.125 OMW12 5425% Od13W19 3133XKD44 03130107 2000000.00 101:1830011 202376000 Hi ins 20000OOXD FHLB 355042,012 3550% 012,012 3133XQUM 0424108 200000000 99.000000 1980 one 00 Wecmvia /00000000 FHL03450 N14112 3450% 05114112 3133XQTN 05114108 400000000 97.969000 3918160,00 Hi ins 200000000 FHLB 52500521112 5250% 0521112 3133XXWM3 0521)07 20000110.00 101.563000 2031260,00 Hi ins 200000000 FHLB 5.2500529/12 5,250% 0529/12 3133XWL7 OW V07 1989500.00 101.531300 203062000 Givoid 2,000 ODD OD FHLB 4.15008/10112 90150% 06118112 3313XRGT1 06118108 2000000.00 100219000 2001300.00 Gilforof 100000000 FHLB 52501024112 St.h,Up 5.250% 1021112 3133XMNQO 1027107 999000.00 100281000 1002010.00 Orient 100D 000.00 FHLB 50001211&12 5000% 12118/12 3133XW50 12/18107 100000000 100169000 1004890.00 WFS 2000000.00 FHLB 42000129113 4.200% 0129113 3133XPSW 0129100 2000000.00 99,84101'D' IW996 HBO 00 FB 2000000.00 FHLB4J50016W110 13 4]50% 01130113 3133XNYL7 01130108 20110000.00 100.0910 2001B8000 Gilfont 2000000.00 FHLB 4,1250220113 4425% 0220113 3133XPPY1 02201OB 199900000 99.625000 199250000 W.cn vie 2000000.00 FHLB 4250 M113113 4250% MlIV13 3133XPY40 03113108 2000001/00 99.844000 199688000 Gifford 2.00000000 FHLB 4,200421It3 4200% 0121!13 3133% MN9 0124108 200000000 99,563000 1991260,00 Hi ins 2 000 000 00 FHLB 5.0000623!13 5000% 0626113 3133XRJSO 0826`08 2000000.00 100.563000 2011260.06 YOTALS�Y50:000000.00 WFB-CITY THIRO:PARTY CUSTODIAL TRUSTACCT »2,160%: "g' NIA NIAffpq UxNVA*j&1,soo,00HIHoj MIDO.W0000,k11,500;000A0 Light 8,Water Rate Stabllzatioll Fund Investments - AAA Rated Federal Agency Bonds -1-Imins 300000000 FHLB3.55001/OW12 3550% OW0112 3133XP043 01130108 3000 WOOD 98.841006 29115320.00 Wachovia 30011000.00 FHLB 14500129/13 4,150% 0129113 3133XNZU 0129100 300000000 100031000 3,000,93000 Wacmvia 3,215,000 00 FHLB 4.0000240/13 4OOK)% 0220!13 3133XPIW5 O=wOS 3215000.00 99.341000 3193909.60 _IALS�, -",9,215,00000- - ' _ - krwta - 9;215;000.00 affEgEm':8,160,15980 WFB-LBWTHIRD pARTWLUSTODIALTRUSTACCT NIA ` ,r,, NIA WA 9.11 .00 ,100.000000. 0.00 LAIF 1 CITY 'LOCAL ACENCYINVESTMENTFUND ®� j2,7)9%i :NIA NAW W.NAW 7X8 362 71 100.000000 T;45s,362:)1 TOTAL INVESTMENTS IN FEDERAL AGENCIES,WIFE INSTITUTIONAL TRUSTS,and L.AIF 68,15D,502.71 66,163,072.31 INTEREST RECEIVED FROM INVESTMENTS FISCAL YEAR-TO-DATE (From July 1,2008) 604,729.68 4 e'Prn pan column mAods 0e balance on the last day of Her month or the'histoncal cosy spent W purchase a security. " O-Madct Value Is the currentrice M Which a security can be"dad or sold, Tleasuer RepMpueust200BA _ M&DO08 6:31 PM CITY OF AZUSA TREASURER'S REPORT INVESTMENT INTEREST EARNINGS Thru August 31, 2008 Prepared by: Marcene Hamilton, Treasurer Scheduled Scheduled Interest Face Amount Net Amount Coupon Maturity Acct/Cusip No. Payment 200812009 Semi-Annual Received Rate Date Schedule Interest Payment Fiscal Year to Earnings Amount Date' City of Azusa Investments - AAA Rated Federal Agency Bonds .. 1,000,000 ::1;000,00000 '4850% .0 CALLED 31331Y-KD1 .; 12/27&6127 =?< . 24250 V7 '% 24,250 :'2,894.44 2,000,000 2,000,000.00 4.300% 07/14/09 3133XCDQ3 7114&1/14 86,000 43,000 43,000.00 2,000,000 2,000,000.00 4.200% 12/15/09 3133X9N48 12115&6/15 84,000 42,000 2,000,000 2,006,094.44 4.750% 10/15/10 31331X6X5 10115&4/15 95,000 47,500 2,000,000 1,995,000.00 5.125% 11/24/10 3133XKVSI 11124&5/24 102,500 51,250 2,000,000 2,014,723.33 5.250% 02/24/11 3128X4N56 8/24&2/24 105,000 - 52,500 ,�z,a'252;500.06 1,000,000 1,000,000.00 4.000% 06/17/11 3133XRFE5 12/17&6/17 40,000 20,000 1,000,000 1,000,000.00 1 3.950% 07/15/11 1 31331Y3E8 1/15&7115 39,500 1 19,750 2,000,000 2,000,000.00 5.200% 10/03/11 31331X4V1 1013&4/3 104,000 52,000 2,000,000 2,006,891.67 5.250% 10/14/11 3133XHET5 10/14&4114 105,000 52,500 1,000,000 1,000,000.00 5.200% 10/17/11 3128X6PZ3 10/17&4117 52,000 26,000 1,000,000 1,000,000.00 4.625% 12/19/11 3133XNJ26 12/19&6/19 46,250 23,125 2,000,000 2,000,000.00 3.440% 01/23/12 3133XQSTO 7123&1/23 68,800 34,400 17,20D.00 2,000,000 2,000,000.00 3.550% 01/30/12 3133XPD43 7130&1/30 71,000 35,500 35,500.00 2,000,000 2,000,000.00 5.125% 03/30/12 3133XKD44 9130&3/30 102,500 51,250 2,000,000 2,000,000.00 3.550% 04/24/12 3133XQU83 10124&4/24 71,000 35,500 4,000,000 4,000,000.00 3.450% 05/14/12 3133XQTD4 11/14&5/14 138,000 69,000 2,000,000 2,000,000.00 5.250% 05/21/12 3133XKWM3 11/21 &5/21 105,000 52,500 2,000,000 2,023,708.33 5.250% 05/29/12 3133XKUL7 11129&5/29 105,000 52,500 2,000,000 2,000,000.00 4.150% 06/16/12 3133XRGT1 12/18&6/18 83,000 41,500 1,000,000 999,000.00 5.000% 10/24/12 3133XMNQO 10/24&4/24 50,000 25,000 1,000,000 1,000,000.00 5.000% 12/18/12 3133XNT58 12/18&6/18 50,000 25,000 2,000,000 2,000,000.00 4.200% 01/29/13 3133XP6L3 7/29& 1129 84,000 42,000 42,000.00 2,000,000 2,000,000.00 4.350% 01/30/13 3133XNYL7 7/30&1130 87,000 43,500 43,500.00 2,000,000 1,999,000.00 4.125% 02/20/13 3133XPPY4 8/20&2/20 82,500 41,250 Pm_"=41,250.00 2,000,000 2,000,000.00 4.250% 03/13/13 3133XPY40 9/13&3/13 85,000 42,500 2,000,000 2,000,000.00 4.200% 04/24/13 3133XQMN9 10/24&4/24 84,000 42,000 2,000,000 2,000,000.00 5.000% 06/26/13 3133XRJSO 12/26&6/26 100,000 50,000 50,000;000 , ACTIVE INVESTMENTS „', �: ; ; 2,226,050 ,�. 1,113,025 a277,644.44 CIN-Wells Fargo Bank Institutional Third Party Custodial Money Market Account-Liquid Asset '1,500;000 DD ,;, �, fl?,'; .2 160% ,; `Monthly „ Per Balance and Rate '`.17,400:4 Li ht&Water Stablization Fund Investments-AAA Rated Federal Agency Bonds 3,000,000.00 3,000,000.00 4.150% 01/29/13 3133XNZC6 7/29&1/29 124,500.00 62,250.00 62,250.00 3,215,000.00 3,215,000.00 4.000% 02120!13 3133XPKV5 8120&2/20 128,600.00 64,300.00 64,300.00 3,000,000.00 3,000,000.00 3.550% 01!30112 3133XPD43 7/30&1130 106,500.00 53,250.00 53,250.00 9,215,1100110„A ACTIVEINVESTMENTS,,, ,,,: ,r 'S,r._. '`..', t " , ;,,_„ s'359600.OD .x£179,800.00 X179;800.00 Light&Water Stablization-Wells Fargo Bank Institutional Third Party Custodial Money Market Account-Liquid Asset 0.06= ' -2 160./" NlA Q`�` ` - " - "" -- ,. x.v , 'zr,.,�. zs,.. t _.s,s� .,a';�.��kN1A` ,`..., ,,,,,Monthly v �Per Balalice and Rate ,-.35:2 . CITY-Local Agency Investment Fund-Liquid Asset 7,458,36271 . 1:. .,,iN�,.y„„ ,;,2779°k, N/Ail �,4 N/A: ; .._, QuarterlYv_ `,PerBalanceandRate � 129,84915 *Fiscal Year: July 1 -June 30 TOTAL INTEREST EARNED YTD 604,729.68 WNW. CONSENT CALENDAR TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: TITO HAES, PUBLIC WORKS DIRECTOR/ASSISTANT CITY MANAGER VIA: F.M. DELACH, CITY MANAGER 34-p DATE: OCTOBER 6, 2008 �! SUBJECT: AWARD OF CONTRACT — PURCHASE OF A 2009 FORD F450 SIGN POSTING TRUCK RECOMMENDATION It is recommended that the City Council award a contract to Theodore Robins Ford in the amount of$55,707.38 for the purchase-of a 2009 Ford F450 Sign Posting Truck. BACKGROUND The City maintains a Vehicle Replacement Program that tracks the lifecycle and condition of the City's fleet. Every year, staff evaluates the condition of each vehicle and determines which are in good operating condition and can be kept in service. Vehicles that have reached the end of their service life and are experiencing mechanical problems requiring costly repairs are scheduled for replacement. The FY 2008-09 Capital Outlay list includes funds in the amount of$64,950 for the replacement of a 1988 Ford F350 Sign Truck. This sign truck has been in service for 20 years and is used primarily to post and remove signs throughout the City. This truck has logged 90,000 miles and is experiencing costly mechanical repairs. The County of Los Angeles purchased a 2008 Ford F450 Sign Posting Truck in March, 2008 (delivered in September, 2008) for $55,707.38. Public Works staff has inspected the truck and determined the specifications of this particular truck meet the needs of the Public Works Department. This purchase can be "piggy-backed" on to Los Angeles County's Purchase Order #36502468-1 under Azusa's Purchasing Ordinance Section 2-523 (e); City is exempt from procuring through a competitive bid process 'W it is determined that a competitive bid procedure has been conducted by another public agency and the price to the City is equal to or better than that price to that public agency." Staff confirms this purchase meets those requirements. FISCAL IMPACT This purchase will be paid from account number 46-55-651-000-7135. Cost of the sign posting truck is under the $64,950 budgeted amount. Attachments: Purchase Order from L.A. County f ®.® NOT DUPLIC LOS ANGELES COUNTY M L}224 PUBLIC WORKS DEPARTMENT +� PURCHASE ORDER E!HOL p 4 1 6 0 1 ORDtDPDRNUMM , GATEPORTELI ' anLTo, ( t�aa,v� a:�o6raDe PUBLIC WORKS DEPAFTMWAsroMLrxcvee�ei eouorArroNa�wwrpr*HCa�,ev PUBLIO WORKPIDAgD P.O.BOX 750E AMsetAY'fmum�5'WOc°m6aroH°errr�to' CmBaxt Elora 611m ALHAMBRA,CA 918027808 Phwro: 321-267-2276 - Em: amlaadlhd.lawurd7&o+ . VBNORNnN NREETj=,,ETATUFCM: 6WPFC8 aP8TI11a110N 1a'MM1iBa Ra�YhD BbaWMhtil . PUBLIC WORKS DEPARTMENT THEODORE ROMPS FORD DO1Na1EY 20M HARBOR BLVD - 112826.6ARFIELDAVE NNEY,CA 00242 00STA MESA,CA 92827 DO . PR0M=Wrrtwtam1:1"19 • - maryLTlORoelVon•p1a7RVeaapa8 tatETwws. •..• -'—_•.� EQUIPMENTOFFICE r6uYER.are PoBPamI A0 1@¢ Op kw ffi mm 09118ro8 TOALair1TCa;1 FOB Dmrta0F - PRPidAlDw4 � k•011.999 WRar Ma P pr TEBMt TEmt lmnea - 'WM4 YAY6IBR - Dmoo M. amco 77: M 141819 TEA01ra; 0 0.mmaxum:: mlaw'my; DAMDAMD Ltr1R RO. COl11gd1r1aFAN(y OQ&'WPYWNJ W t OLMMfrfT VWA YNRPnIeE_ £XffJaeoAttx� G9-• I • 1 COMMODITY CODE: 07057•DG•00000oo SALES TAX AMOUNT: ot 2.000 EA S 91,,92.080 5, atz;jp,l.lr S , i "a0l MAKEIMODEL;200WMS FORD F4S0 REGULAR CAE I43 TRUCK,SIGN POSTING-15,000 LB GVWR,TRUCK WITH $10N POSTING SERVICE BODY,6.8 LITER MULTIPORT FUEL INJECTION ENGINE,AS PER ATTACHED SPECIFICATIONS LABELED'EXHIBIT A° PRICES ARE UCLU81VF OF FEDERAL EXCISE TAX - EXEMPT CERTIFICATE N0.95 740014K - TERMS AND CONDITIONS IN ACCORAANCE WITH SOLICITATION NO,RFSAS-230795 1 01•` DELJVERY:00-1 BD DAYS ARID { NEPA NO.:194R - I PRIOR REQ,:NONE PRIOR PO.:NONE REQ.:632037 FUND;B04 UNIT;477000 OBJECT:8035 `p` • �Y �J yC NTY LOS GELEB �s>,� C'�Rice From: ZVmnCounty of LCI Angeles[esalas Inr3ct: CliirRl ,, ebruary28, 20081�isgMcou gON Fol. g °U aid-Notice Ot Intended Award-Solicitation �y.,., vP Fla . :Status: Flagged up talion RFgIS-2307gg gged auritY Vendor: THEODORE ROBINS FORD Basal of Award: With limited exceptions authorityof the Purchasiniveg Agent I?++Qst , solicitations specifications sand, responsib a bidder rare tIce- thedeted Ice-based with under the s requirements that fully meets and resultant tatutory This is If of the solicitation. COmPlies award being made to the. . .Tile: Of Intent with all of the ')ascription: wCKSK, SIGN to Award- SPECIFSolicitation Numer: .RF6 Nu ption: TR POSTING (OVER ONE TON CAPACITY),ICATIONS IS-230795 Line Intended Award 1 mbar: 1 UOM: FA InACHED tntitended Aw e d r:Nnit SORE ROBIN'452.08 Total: $102 9 Intended Awarded THEO _ FORD 04.16 County of Los Angeles - Protest Policy Pursuant to County Purchasing submitted a bid response g Policy M-1100 for filing a bid Protest for the ihtended awar ' AdbI bid for may be filed b can be accessed from htt roation aboveY Vendors who lacount .1 - Information and If you have info doin business Procedures 323 any questions, or wish to file a M-1100. ) 267-2276; or by email at esalas isd. protest Thank You, lacount . OV Please contact the ISD/purchasin buyer: Erica Salas at g Division Note: You are receivin below, Angeles. You do not wish tis Qal because you have r below, receive future registered with count You your registration info the fo L q• Cou y Event htt camisvr. enation to remove y Of Los co.la.ca.us webven email notyficati�ny click the Iink I U � y _ Div / c74FORMP CONSENT CALENDAR TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: TITO HAES, PUBLIC WORKS DIRECTOR/ASSISTANT CITY MANAGER VIA: F.M. DELACH, CITY MANAGER' DATE: OCTOBER 6, 2008 SUBJECT: AWARD OF CONTRACT—PURCHASE OF ONE (1) HYDRO-TEK TOWABLE PRESSURE WASHER RECOMMENDATION It is recommended that the City Council award a contract to Hydro Tek Systems Inc. in the amount of$12,644.79 for the purchase of a 2008 Hydro Tek Towable Pressure Washer. BACKGROUND The City maintains a Vehicle/Equipment Replacement Program that tracks the lifecycle and condition of the City's equipment. Every year, staff evaluates the condition of equipment and determines which equipment is in good operating condition and can be kept in service. The FY 2008-09 Capital Outlay list includes funds in the amount of$14,075 for the replacement of the 1992 Hydro Tek Pressure Washer currently in use. This towable unit has been in service for 16 years and is used for graffiti abatement and the cleaning of streets. This unit has logged significant operating hours and is experiencing mechanical problems requiring costly repairs. The towable pressure washer utilized by the Graffiti Abatement Crew has reached the end of its service life. Staff was unable to attain a 3rd written quote for a towable pressure washing unit with the desired specifications. The following two (2) quotes were received: 1. Hydro Tek Systems, Inc. $12,644.79 2. Gear Shop $14,015.43 Staff recommends the City Council award a contract to Hydro Tek Systems Inc. in the amount of $12,644.79 for the purchase of a 2008 Hydro Tek Towable Pressure Washer. FISCAL IMPACT Cost of the pressure washer is within the $14,075 budgeted amount. This purchase will be paid from account number 10-55-661-000-7140. i U V MI _ . ct<trbacrP. — CONSENT CALENDAR TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: TITO HAES, PUBLIC WORKS DIRECTOR/ASSISTANT CITY MANAGER VIA: F.M. DELACH, CITY MANAGERI� DATE: OCTOBER 6, 2008 SUBJECT: AWARD OF CONTRACT(S)—PAINTING OF THE RAILROAD BRIDGE AND PAINTING OF THE ARTWORK ON THE BRIDGE RECOMMENDATION It is recommended that the City Council authorize the following: 1. Award of contract in the amount of$26,500 to Southwest Coatings Inc. for the painting of the railroad bridge over passing Foothill Blvd. 2. Award of contract in the amount of$17,500 to Creative Graphix for the painting of the City logo, Route 66 logo, lettering and stripping on the railroad bridge. 3. Budget amendment approval in the amount of$44,000 from the General Fund. BACKGROUND At a City Council meeting, the Council requested staff research repainting the railroad bridge overpass on Foothill Blvd. due to the poor condition of the paint. Since this item was not included in the FY 2008-2009 budget, the City Council has the option to approve a budget amendment from the General Fund to complete this project this year, include this project as a future Capital Improvement Project, or not approve repainting the bridge. The bridge was built in 1941, approximately 30 years have transpired since it was last painted. Over the years, there has been a lot of patchwork on the bridge due to graffiti abatement efforts. In 1987 the City contracted with a local artist to paint the City logo, "Azusa" lettering and striping. Since then, the Azusa logo has changed and the paint finish has weathered away. On July 21St, 2008 the City Council authorized staff to solicit a Notice Inviting Bids (NIB) for the painting of the railroad bridge; and a Request for Proposals (RFP) for the painting of the City logo, Route 66 logo, lettering and striping. The Council was presented with renderings of the existing design as well as a new design reflecting Azusa's new logo and color scheme. The Council approved the updated paint scheme and requested to include the Route 66 logo on the design. z The following bids were received for the exterior painting of the railroad bridge: 1. Southwest Coatings Inc. $26,500 2. A.J. Fistes Corporation $32,880 3. Guerrero Brothers Inc. $44,000 4. Industry Coating Inc. $71,800 5. C.T. Georgiou Painting Company $129,900 Staff recommends the City Council award the contract to the low bidder, Southwest Coatings Inc. Staff has reviewed and verified references, which include the painting of bridges for other municipalities including, Westlake Village and Costa Mesa. The following proposals were received for the painting of the artwork on the railroad bridge: 1. Creative GraphixSportsart $17,500 2. Sportsart $18,000 Both firms have provided outstanding work to the City in the past. Creative Graphix recently completed artwork at the Women's Club, Armory, Field of Dreams and Memorial Park. Sportsart painted the original artwork on the I-210 and railroad underpasses approximately 20 years ago. Staff has considered both proposals and recommends an award of contract to the low bidder, Creative Graphix. FISCAL IMPACT The project was not adopted in the FY 08/09 CIP; however funds are available in the General Fund Reserve. Staff requests the City Council approve a budget amendment in the amount of $44,000 to cover the cost of both projects. Attachments: Professional Service Agreement Construction Service Agreement Rendering of Artwork CITY OF AZUSA PROFESSIONAL SERVICES AGREEMENT 1. PARTIES AND DATE. This Agreement is made and entered into this 6`h day of October, 2008 by and between the City of Azusa,a municipal organization organized under the laws of the State of California with its principal place of business at 213 East Foothill Boulevard,Azusa,California 91702-1295 ("City") and Creative Graphix,a Sole Proprietorship with its principal place of business at 48758 Spring Rain Ct.,Indio,California 92201 ("Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing artistic painting services to public clients,is licensed in the State of California, and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render such services for the Painting of Artwork on the Railroad Bridge project ("Project') as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term 3.1.1 General Scope of Services. Consultant promises and agrees to fumish to the City all labor,materials,tools, equipment,services,and incidental and customary work necessary to fully and adequately supply the professional artistic painting services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to,and performed in accordance with, this Agreement,the exhibits attached hereto and incorporated herein by reference,and all applicable local, state and federal laws, riles and regulations. 3.1.2 Term. The term of this Agreement shall be from November I"to December 3o`h unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates;Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the tenn of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including,but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit"B" attached hereto and incorporated herein by reference. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule,City shall respond to Consultant's submittals in a timely manner. Upon request of City,Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property,shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Raphael Valencia. 3.2.5 City's Representative. The City hereby designates Tito.Haes, Director of Public Works or his or her designee, to act as its representative for the performance of this Agreement("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative. Consultant hereby designates Raphael Valencia or his or her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services,using his best skill and attention,and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory. coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care: Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that.such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessaryto correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub-consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services,including all Cal/OSHA requirements,and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant perfomis any work knowing it to be contrary to such laws,rules and regulations and without giving written notice to the City,Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials,directors,officers,employees and agents free and harmless,pursuant to the indemnification provisions of this Agreement,from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance. 3.2.10.1 Time for Compliance. Consultant shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. 3.2.10.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to , persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant,its agents,representatives,employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage: (A) Minimum Scone of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto);and (3) Workers'Compensation and Employer's Liability:Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. (B) Minimum Limits of Insurance. Consultant shall maintain Emits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers'Compensation and Employer's Liability:Workers' Compensation limits as required by the Labor Code of the State of California. Employer's Liability limits of$1,000,000 per accident for bodily injury or disease. 3.2.10.4 Insurance Endorsements. The insurance policies shall contain the following provisions,or Consultant shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: (A) GeneralLiability. The general liability policy shall be endorsed to state that: (1)the City,its directors, officials,officers,employees, agents and volunteers shall be covered as additional insured with respect to the Work or operations performed by or on behalf of the Consultant, including materials,parts or equipment furnished in connection with such work;and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers,employees,agents and volunteers,or if excess,shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (1)the City,its directors,officials,officers,employees,agents and volunteers shall be covered as additional insureds with respect to the ownership,operation,maintenance,use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible;and(2)the insurance coverage shall be primary insurance as respects the City,its directors,officials,officers,employees,agents and volunteers,or if excess,shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self-insurance maintained by the City,its directors,officials,officers,employees,agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way. (C) Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Consultant. (D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A)coverage shall not be suspended,voided,reduced or canceled except after thirty(30)days prior written notice by certified mail,return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3.2.10.5 Separation of Insureds:No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition,such insurance shall not contain any special limitations on the scope of protection afforded to the City,its directors, officials, officers, employees, agents and volunteers. 3.2.10.6 Deductibles and Self-Insurance Retentions. Anydeductiblesor self-insured retentions must be declared to and approved by the City. Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.2.10.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.Best's rating no less than ANIII,licensed to do business in California, and satisfactory to the City. 3.2.10.8 Verification of Coverage. Consultant shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete,certified copies of all required insurance policies, at any time. 3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services,the Consultant shall at all times be in compliance with all applicable local,state and federal laws,rules and regulations,and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B)instructions in accident prevention for all employees and subcontractors,such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or the proper lawfullyrequired to revert accidents or injuries; and (C) adequate facilities for p p 9 P inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation,including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit"C" attached hereto and incorporated herein by reference. The project will be compensated for a fixed cost of Seventeen-Thousand Five-Hundred Dollars ($17,500.00). Additional cost will not be considered without written approval of City's Director of Public Works. Extra Work may be authorized, as described below, and if authorized,will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date,or since the start of the subsequent billing periods,as appropriate,through the date of the statement. City shall, within 45 days of receiving such statement,review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work. At any time during the term of this Agreement,City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project,but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from Citys Representative. 3.3.5 Prevailing Wages. Consultant is aware of the requirements of California Labor Code Section 1720,et seg.,and 1770,et seq.,as well as California Code of Regulations,Title 8, Section 1600, et seq., ("Prevailing Wage Laws"),which require the payment of prevailing wage rates and the performance of other requirements on"public works" and"maintenance"projects. If the Services are being performed as part of an applicable"public works"or"maintenance"project,as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more,Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City,its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to complywith the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3)years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination. City may,by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof,at least seven(7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination. If this Agreement is temiinated as provided herein,City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. -Consultant shall be required to provide such document and other information within fifteen(15) days of the request. 3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein,City may procure,upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Consultant: Creative Graphix 48758 Spring Rain Ct. Indio, CA 92201 ATTN: Raphael Valencia City: City of Azusa 213 East Foothill BIvd. Azusa, CA 91702-1295 ATTN: Israel Del Toro Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48)hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications,studies,drawings,estimates,and other documents or works of authorship fixed in any tangible medium of expression,including but not limited to,physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared.or caused to be prepared by Consultant under this Agreement("Documents&Data!). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents& Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents &Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time,provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures,drawings, descriptions,computer program data,input record data,written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothingfurnished to Consultant which is otherwise known to Consultant or is generally known,or has become known,to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia,photographs of the Project,or any publicity pertaining to the Services or the Project in any magazine,trade paper, newspaper,television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation;Further Acts, The Parties shall fullycooperate with one another, and shall take any additional acts or sign any additional documents as maybe necessary,appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attomey's Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reason- able attorney's fees and all other costs of such action. 3.5.6 Indemnification. Consultant shall defend,indemnify and hold the City,its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant,its officials,officers,employees, agents,consultants and contractors arising out of or in connection with the performance of the Services,the Project or this Agreement,including without-limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Consultant shall defend,at Consultant's own cost,expense and risk,any and all such aforesaid suits,actions or other legal proceedings of every kind that maybe brought or instituted against City, its directors, officials,officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment,award or decree that may be rendered against City or its directors,officials,officers,employees,agents or volunteers,in any such suit,action or other legal proceeding. Consultant shall reimburse City and its directors,officials,officers,employees,agents and/or volunteers, for any and all legal expenses and costs incurred by each of thern in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers. 3.5,7 Entire Agreement, This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.- 3.5.8 Governing Law. This Agreement shall be govemedby the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement. 3.5.10 City s Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer. Consultant shall not assign,hypothecate,or transfer, either directly or by operation of law,this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees,hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment,hypothecation or transfer. 3.5.13 Construction: References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment Modification. No supplement,modification,or amendment of this Agreement shall be binding unless executed in writing and signed by both.Parties. 3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach,whether of the same or other covenant or condition. No waiver,benefit,privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person,other than a bona fide employee working solely for Consultant,to solicit or secure this Agreement. Further,Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission,percentage,brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement,no member,officer or employee of City,during the term of his or her service with City, shall have any direct interest in this Agreement,or obtain any present or anticipated material benefit arising therefrom. 3.5.14 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor,employee or applicant for employment because of race,religion,color,national origin,handicap,ancestry,sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification. By its signature hereunder,Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 3.5.21 Authority to Enter Agreement Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts. This Agreement may be signed in counterparts,each of which shall constitute an original. 3.6 Subcontracting, 3.6.1 Prior Approval Required: Consultant shall not subcontract any portion of the work required by this Agreement,except as expressly stated herein,without prior written approval of City. Subcontracts,if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. CITY OF AZUSA CREATIVE GRAPHIX By: By: Joseph R. Rocha Raphael Valencia Mayor Owner By: Francis M. Delach City Manager Attest: City Clerk Approved as to Form: Best Best& Krieger LLP City Attorney CITY OF AZUSA SHORT-FORM CONSTRUCTION CONTRACT PAINTING OF THE RAILROAD BRIDGE 1. PARTIES AND DATE. This Contract is made and entered into this 6th day of October,2008 by and between the City of Azusa,a municipal organization organized under the laws of the State of California with its principal place of business at 213 East Foothill Blvd.,Azusa,California 91702-1295("Cit)")and Southwest Coatings,a Corporation with its principal place of business at 503 Harker St., San Pedro, California 90731. City and Contractor are sometimes individually referred to as "Party" and collectively as"Parties."City and Contractor are sometimes individually referred to as"Party"and collectively as"Parties" in this Contract. 2. RECITALS. 2.1 Com. City is a municipal corporation organized under the laws of the State of California, with power to contract for services necessary to achieve its purpose. 2.2 Contractor. Contractor desires to perform and assume responsibility for the provision of certain construction services required by the City on the terms and conditions set forth in this Contract. Contractor represents that it is experienced in providing commercial metal painting services to public clients,that it and its employees or subcontractors have all necessary licenses and permits to perform the Services in the State of California,and that is familiar with the plans of City. 2.3 Proi ect. City desires to engage Contractor to render such services for the Painting of the Railroad Bridge("Project") as set forth in this Contract. 2.4 Proiect Documents & Certifications. Contractor has obtained, and delivers concurrently herewith, performance Bond, payment bond and insurance documents as required by the Contract. 3. TERMS 3.1 Incorporation of Documents. This Contract includes and hereby incorporates in full by reference the following documents,including all exhibits,drawings,specifications and documents RVPLIMGW47288 (BH&.RC]aa 6,2000) therein, and attachments and addenda thereto: Exhibit "A"- Painting & Lead Containment Specifications, 3.2 Contractor's Basic Obligation;Scone of Work. Contractor promises and agrees,at its own cost and expense, to furnish to the Owner all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately complete the Project,including all structures and facilities necessary for the Project or described in the Contract(hereinafter sometimes referred to as the "Work"), for a Total Contract Price as specified pursuant to this Contract. All Work shall be subject to,and performed in accordance with the above referenced documents,as well as the exhibits attached hereto and incorporated herein by reference. The plans and specifications for the Work are further described in Exhibit "A" attached hereto and incorporated herein by this reference. Special conditions, if any, relating to the Work are described in Exhibit "B" attached hereto and incorporated herein by this reference. 3.3 Change in Scope of Work. Any change in the scope of the Work, method of performance, nature of materials or price thereof, or any other matter materially affecting the performance or nature of the Work shall not be paid for or accepted unless such change,addition or deletion is approved in advance and in writing by a valid change order executed by the City. 3.4 Period of Performance and Liquidated Damages. Contractor shall perform and complete all Work under this Contract within twenty-one(2 1)calendar days,beginning the effective date of the Notice to Proceed ("Contract Time"). Contractor shall perform its Work in strict accordance with any completion schedule,construction schedule or proj ect milestones developed by the City. Such schedules or milestones may be included as part of Exhibits "A" or `B"attached hereto, or may be provided separately in writing to the Contractor. Contractor agrees that if such Work is not completed within the aforementioned Contract Time and/or pursuant to any such completion schedule,construction schedule or project milestones developed pursuant to provisions of the Contract,it is understood,acknowledged and agreed that the City will suffer damage. Since it is impractical and infeasible to determine the amount of actual damage, it is agreed that the Contractor shall pay to the City as fixed and liquidated damages, and not as a penalty, the sum of Two-Hundred Dollars($200)per day for each and every calendar day of delay beyond the Contract Time or beyond any completion schedule, construction schedule or Project milestones established pursuant to the Contract. 3.5 Standard of Performance: Performance of Employees. Contractor shall perform all Work under this Contract in a skillful and workmanlike manner, and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Work. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Work assigned to them. Finally,Contractor represents that it,its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Work,including a City Business License,and that such licenses and approvals shall be maintained throughout the term of this Contract. As provided for in the indemnification provisions of this Contract,Contractor shall perform,at its own cost and expense and without reimbursement from the City, any work necessary to correct errors or omissions which are caused by the Contractor's failure to comply with the standard of care provided for herein. Any RVPU13INGW47288 -2- (BB&K:fan.6,20W) employee who is determined by the City to be uncooperative, incompetent, a threat to the safety of . persons or the Work, or any employee who fails or refuses to perform the Work in a manner acceptable to the City,shall be promptly removed from the Project by the Contractor and shall not be re-employed on the Work. 3.6 Control and Payment of Subordinates; Contractual Relationship. City retains Contractor on an independent contractor basis and Contractor is not an employee of City. Any additional personnel performing the work governed by this Contract on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance under this . Contract and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel,including,but not limited to:social security taxes,income tax withholding, unemployment insurance, and workers'compensation insurance. 3.7 City's Basic Obligation. City agrees to engage and does hereby engage Contractor as an independent contractor to furnish all materials and to perform all Work according to the terms and conditions herein contained for the sum set forth above. Except as otherwise provided in the Contract, the City shall pay to Contractor, as full consideration for the satisfactory performance by the Contractor of the services and obligations required by this Contract, the above referenced compensation in accordance with compensation provisions set forth in the Contract. 3.8 Compensation and Payment. 3.8.1 Amount of Compensation. As consideration for performance of the Work required herein,City agrees to pay Contractor the Total Contract Price of Twenty-Six Thousand Five Hundred Dollars($26,500.00)("Total Contract Price")provided that such amount shall be subject to adjustment pursuant to the applicable terms of this Contract or written change orders approved and signed in advance by the City. 3.8.2 Payment of Compensation. If the Work is scheduled for completion in thirty (30)or less calendar days,City will arrange for payment of the Total Contract Price upon completion and approval by City of the Work. If the Work is scheduled for completion in more than thirty(30) calendar days,City will pay Contractor on a monthly basis as provided for herein. On or before the fifth(5th)day of each month,Contractor shall submit to the City an itemized application for payment in the format supplied by the City indicating the amount of Work completed since commencement of the Work or since the last progress payment. These applications shall be supported by evidence which is required by this Contract and such other documentation as the City may require. The Contractor shall certify that the Work for which payment is requested has been done and that the materials listed are stored where indicated. Contractor maybe required to furnish a detailed schedule of values upon request of the City and in such detail and form as the City shall request,showing the quantities,unit prices,overhead, profit, and all other expenses involved in order to provide a basis for determining the amount of progress payments. City shall review and pay all progress payment requests in accordance with the provisions set forth in Section 20104.50 of the California Public Contract Code. No progress payments will be made for Work not completed in accordance with this Contract. RVPUBWGSV5A7288 -3- (BB&K:Jan.6,2000) 3.8.3 Contract Retentions. From each approved progress estimate, ten percent (10%) will be deducted and retained by the City, and the remainder will be paid to Contractor. All Contract retainage shall be released and paid to the Contractor and subcontractors pursuant to California Public Contract Code Section 7107. 3.8.4 Other Retentions. In addition to Contract retentions, the City may deduct from each progress payment an amount necessary to protect City from loss because of., (1) liquidated damages which have accrued as of the date of the application for payment; (2)any sums expended by the City in performing any of Contractor's obligations under the Contract which Contractor has failed to perform or has performed inadequately; (3) defective Work not remedied; (4)stop notices as allowed by state law;(5)reasonable doubt that the Work can be completed for the unpaid balance of the Total Contract Price or within the scheduled completion date; (6) unsatisfactoryprosecution of the Work by Contractor;(7)unauthorized deviations from the Contract; (8) failure of the Contractor to maintain or submit on a timely basis proper and sufficient documentation as required by the Contract or by City during the prosecution of the Work; (9) erroneous or false estimates by the Contractor of the value of the Work performed; (10) any sums representing expenses, losses,or damages as determined by the City,incurred by the City for which Contractor is liable under the Contract; and(11)any other sums which the City is entitled to recover from Contractor under the terms of the Contract or pursuant to state law, including Section 1727 of the California Labor Code. The failure by the City to deduct any of these sums from a progress payment shall not constitute a waiver of the City's right to such sums. 3.8.5 Substitutions for Contract Retentions. In accordance with California Public Contract Code Section 22300, the City will permit the substitution of securities for any monies withheld by the City to ensure performance under the Contract. At the request and expense of the Contractor, securities equivalent to the amount withheld shall be deposited with the City,or with a state or federally chartered bank in California as the escrow agent,and thereafter the City shall then pay such monies to the Contractor as they come due. Upon satisfactory completion of the Contract,the securities shall be returned to the Contractor. For purposes of this Section and Section 22300 of the Public Contract Code,the term"satisfactory completion of the contract"shall mean the time the City has issued written final acceptance of the Work and filed a Notice of Completion as required by law and provisions of this Contract. The Contractor shall be the beneficial owner of any securities substituted for monies withheld and shall receive any interest thereon. The escrow agreement used for the purposes of this Section shall be in the form provided by the City. 3.8.6 Payment to Subcontractors. Contractor shall pay all subcontractors for and on account of work performed by such subcontractors in accordance with the terms of their respective subcontracts and as provided for in Section 10262 of the California Public Contract Code. Such payments to subcontractors shall be based on the measurements and estimates made and progress payments provided to Contractor pursuant to this Contract. 3.8.7 Title to Work. As security for partial, progress, or other payments, title to Work for which such payments are made shall pass to the City at the time of payment. To the extent RVPMMS1547288 that title has not previously been vested in the City by reason of payments, full title shall pass to the City at delivery of the Work at the destination and time specified in this Contract. Such transferred title shall in each case be good, free and clear from any and all security interests, liens, or other encumbrances. Contractor promises and agrees that it will not pledge, hypothecate, or otherwise encumber the items in any manner that would result in any lien, security interest, charge, or claim upon or against said items. Such transfer of title shall not imply acceptance by the City,nor relieve Contractor from the responsibility to strictly comply with the Contract, and shall not relieve Contractor of responsibility for any loss of or damage to items. 3.9 Termination. This Contract may be terminated by City at any time by giving Contractor three(3)days advance written notice. hi the event of termination by City for any reason other than the fault of Contractor,City shall pay Contractor for all Work performed up to that time as provided herein. In the event of breach of the Contract by Contractor, City may terminate the Contract immediately without notice,may reduce payment to the Contractor in the amount necessary to offset City's resulting damages, and may pursue any other available recourse against Contractor. Contractor may not terminate this Contract except for cause. In the event this Contract is terminated in whole or in part as provided, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. Further, if this Contract is terminated as provided, City may require Contractor to provide all finished or unfinished documents, data, diagrams, drawings, materials or other matter prepared or built by Contractor in connection with its performance of this Contract. 3.10 Completion of Work. When the Contractor determines that it has completed the . Work required herein, Contractor shall so notify City in writing and shall furnish all labor and material releases required by this Contract. City_shall thereupon inspect the Work. If the Work is not acceptable to the City, the City shall indicate to Contractor in writing the specific portions or items of Work which are unsatisfactory or incomplete. Once Contractor determines that it has completed the incomplete or unsatisfactory Work,Contractor may request a reinspection bythe City. Once the Work is acceptable to City,City shall pay to Contractor the Total Contract Price remaining to be paid,less any amount which City may be authorized or directed by law to retain. Payment of retention proceeds due to Contractor shall be made in accordance with Section 7107 of the California Public Contract Code. 3.11 City's Representative. The City hereby designates Tito Haes, Director of Public Works, or his or her designee, to act as its representative for the performance of this Contract ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under.this Contract. Contractor shall not accept direction or orders from any person other than the City's Representative or his or here designee. 3.12 Contractor's Representative. Before starting the Work, Contractor shall submit in writing the name,qualifications and experience of its proposed representative who shall be subject to the review and approval of the City ("Contractor's Representative"). Following approval by the City,the Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Contract. The Contractor's Representative shall supervise and direct the Work, using his best skill and attention, and shall be responsible for all construction RVPUBV4GS,547288 _5_ - (B8&K:Jan.6,20W) means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Contract. Contractor's Representative shall devote full time to the Project and either he or his designee, who shall be acceptable to the City, shall be present at the Work site at all times that any Work is in progress and at any time that any employee or subcontractor of Contractor is present at the Work site. Arrangements for responsible supervision, acceptable to the City, shall be made for emergency Work which may be required. Should Contractor desire to change its Contractor's Representative,Contractor shall provide the information specified above and obtain the City's written approval. 3.13 Contract Interoretation. Should any question arise regarding the meaning or import of any of the provisions of this Contract or written or oral instructions from City, the matter shall be referred to City's Representative, whose decision shall be binding upon Contractor. 3.14 Loss and Damage. Contractor shall be responsible for all loss and damage which may arise out of the nature of the Work agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Work until the same is fully completed and accepted by City. However,Contractor shall be responsible for damage proximately caused by Acts of God, within the meaning of Section 4150 of the California Government Code, only to the extent of five percent (5"/0) of the Total Contract Price as specified herein. In the event of damage proximately caused by"Acts of God,"the City may terminate this Contract upon three(3) days advanced written notice. 3.15 Indemnification. Contractor shall defend,indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons,including wrongful death,in any manner arising out of or incident to any acts,omissions or willful misconduct of Contractor, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Work or this Contract, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Contractor shall defend,at Contractor's own cost,expense and risk,any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City,its directors, officials officers, employees, agents or volunteers. Contractor shall pay and satisfy any judgment,award or decree that may be rendered against City or its directors, officials,officers,employees,agents or volunteers,in any such suit,action or other legal proceeding. Contractor shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers,for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. 3.16 Insurance. 3.16.1 Time for Compliance. Contractor shall not commence Work under this Contract until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. RVPUBWM547288 -6- - (BB&Kwan.6,2000) 3.16.2 Minimum Requirements. Contractor shall,at its expense,procure and maintain for the duration of the Contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work hereunder by the Contractor,its agents,representatives,employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Contract. Such insurance shall meet at least the following minimum levels of coverage: 3.16.2.1 Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); (3) Workers'Compensation and Employers'Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance; and (4) Builders%All Risk. Builders'/All Risk insurance covering for all risk's of loss, including explosion, collapse, underground excavation and removal of lateral support (and including earthquakes and floods if requested by the City). 3.16.2.2 Minimum Limits of Insurance. Contractor shall maintain limits no less than:(1) General Liability:$1,000,000 per occurrence for bodily injury,personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used,either the general aggregate limit shall apply separately to this Contract/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; (3) Workers' Compensation and Employer's Liability: Workers' compensation limits as required by the Labor Code of the State of California. Employers Liability limits of$1,000,000 per accident for bodily injury or disease; and (4)Builders%All Risk: Completed value of the project. 3.16.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: 3.16.3.1 General Liability. (1)The City,its directors,officials,officers, employees,agents and volunteers shall be covered as additional insureds with respect to the Work or operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and(2)the insurance coverage shall beprimary insurance as respects the City,its directors,officials,officers,employees,agents and volunteers,or if excess,shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors,officials,officers,employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it. 3.16.3.2 Automobile Liability. (1) The City, its directors, officials, officers,employees,agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the City,its directors,officials,officers,employees, xveuewcs5472e8 -7- (9a&K:Iaa 6,2000) agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. 3.16.3.3 _Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Contractor. 3.16.3.4 All Coverages. Each insurance policy required by this Contract shall be endorsed to state that: (1) coverage shall not be suspended, voided, reduced or canceled except after thirty(30)days prior written notice by certified mail,return receipt requested,has been given to the City; and (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers. 3.16.4 Builders'/All Risk Policy Requirements. The builders'/all risk insurance shall provide that the City be named as loss payee. In addition,the insurer shall waive all rights of subrogation against the City. 3.16.5 Separation oflnsureds•No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition,such insurance shall not contain any special limitations on the scope of protection afforded to the City,its directors, officials, officers, employees, agents and volunteers. 3.16.6 Professional Liability Insurance. All arclutects,engineers,consultants or design professionals retained by Contractor shall also procure and maintain, for a period of five (5)years following completion of the Contract, errors and omissions liability insurance with a limit of not less than $1,000,000 per occurrence. This insurance shall name the City, its directors, officials,officers,employees,agents and volunteers as additional and insureds with respect to Work performed, and shall otherwise comply with all requirements of this Section. 3.16.7 Deductibles and Self-Insurance Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City. Contractor shall guarantee that,at the option of the City,either:(1)the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors,officials,officers,employees, agents and volunteers;or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.16.8 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than ANHI, licensed to do business in California, and satisfactory to the City. 3.16.9 Verification of Coverage. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Contract on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed RVPUBWOaS47288 by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms supplied or approved by the City. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete,certified copies of all required insurance policies, at any time. 3.16.10 Subcontractors. All subcontractors shall meet the requirements of this Section before commencing Work. In addition, Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 3.17 Bond Requirements. 3.17.1 Payment Bond. If required by law or otherwise specifically requested by City in Exhibit aB" attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Contract a Payment Bond in an amount required by the City and in a form provided or approved by the City. If such bond is required,no payment will be made to Contractor until the bond has been received and approved by the City. 3.17.2 Performance Bond. If specifically requested by City in Exhibit`B"attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Contract a Performance Bond in an amount required by the City and in a foram provided or approved by the City. If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the City. 3.17.3 Bond Provisions. Should,in City's sole opinion,any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the effected bond within(ten) 10 days of receiving notice from City. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty(30)days prior written notice shall be given to the City,and Contractor shall post acceptable replacement bonds at least ten(10)days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Contract until any replacement bonds required by this Section are accepted by the City.To the extent,if any, that the Total Contract Price is increased in accordance with the Contract,the Contractor shall,upon request of the City, cause the amount of the bond to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the City. To the extent available, the bonds shall further provide that no change or alteration of the Contract(including,without limitation,an increase in the Total Contract Price, as referred to above), extensions of time, or modifications of the time, terms, or conditions of payment to the Contractor, will release the surety. If the Contractor fails to furnish any required bond, the City may terminate the Contract for cause. 3.17.4 Surety Qualifications. Only bonds executed by an admitted surety insurer,as defined in California Code of Civil Procedure Section 995.120,shall be accepted. The surety must be a California-admitted surety with a current A.M.Best's rating no less than ANIH and satisfactory to the City. If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the City. R\RU8WGS547288 -9- (DD&K:Jan 6,20W) 3.18 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. Contractor shall comply with the requirements of the specifications relating to safety measures applicable in particular operations or kinds of work. In carrying out its Work, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the Work and the conditions under which the Work is to be performed. Safety precautions as applicable shall include, but shall not be limited to, adequate life protection and life saving equipment;adequate illumination for underground and night operations; instructions in accident prevention for all employees, such as machinery guards, safe walkways, scaffolds, ladders, bridges, gang planks, confined space procedures, trenching and shoring,fall protection and other safety devices,equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and adequate facilities for the proper inspection and maintenance of all safety measures. Furthermore, Contractor shall prominently display the names and telephone numbers of at least two medical doctors practicing in the vicinity of the Project, as well as the telephone number of the local ambulance service, adjacent to all telephones at the Project site. 3.19 Watran Contractor warrants all Work under the Contract(which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the Work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year(or the period of time specified elsewhere in the Contract or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the Work, whichever is later) after the date of final acceptance, Contractor shall within ten(10)days after being notified in writing by the City of any defect in the Work or non-conformance of the Work to the Contract,commence and prosecute with due diligence all Work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act sooner as requested by the City in response to an emergency. In addition,Contractor shall,at its sole cost and expense,repair and replace anyportions of the Work (or work of other contractors) damaged by its defective Work or which becomes damaged in the course of repairing or replacing defective Work. For any Work so corrected,Contractor's obligation hereunder to correct defective Work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected Work. Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Contract. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor. All warranties and guarantees of subcontractors,suppliers and manufacturers with respect to any portion of the Work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees,if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Contract,to the reasonable satisfaction of the City,the City shall have the right to correct and replace any defective or non-conforming Work and any work damaged by such work or the replacement or RVPUBWGS\547288 -10- (BB&K lnn b,](100) correction thereof at Contractor's sole expense. Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand. 3.20 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws,rules and regulations in any manner affecting the performance of the Contract or the Work,including all CaUOSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Work. If the Contractor observes that the drawings or specifications are at variance with any law,rule or regulation,it shall promptly notify the City in writing. Any necessary changes shall be made by written change order. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, the Contractor shall be solely responsible for all costs arising therefrom. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Contract, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.21 Permits and Licenses. Contractor shall be responsible for securing City permits and licenses necessary to perform the Work described herein, including, but not limited to, a City Business License. While Contractor will not be charged a fee for any City permits,Contractor shall pay the City's applicable business license fee. 3.22 Trenching Work. If the Total Contract Price exceeds $25,000 and if the Work governed by this Contract entails excavation of any trench or trenches five(5)feet or more in depth, Contractor shall comply with all applicable provisions of the California Labor Code, including Section 6705. To this end, Contractor shall submit for City's review and approval a detailed plan showing the design of shoring,bracing,sloping,or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches. If such plan varies from the shoring system standards,the plan shall be prepared by a registered civil or structural engineer. 3.23 Hazardous Materials and Differing Conditions. As required by California Public Contract Code Section 7104, if this Contract involves digging trenches or other excavations that extend deeper than four (4) feet below the surface, Contractor shall promptly, and prior to disturbance of any, conditions, notify City of (1) any material discovered in excavation that Contractor believes to be a hazardous waste that is required to be removed to a Class I, Class II or Class III disposal site; (2) subsurface or latent physical conditions at the site differing from those indicated by City;and(3)un sown physical conditions of an unusual nature at the site,significantly different from those ordinarily encountered in such contract work. Upon notification, City shall promptly investigate the conditions to determine whether a change order is appropriate. In the event of a dispute,Contractor shall not be excused from any scheduled completion date and shall proceed with all Work to be performed under the Contract,but shall retain all rights provided by the Contract or by law for making protests and resolving the dispute. 3.24 Underground Utility Facilities. To the extent required by Section 4215 of the California Government Code, City shall compensate Contractor for the costs of: (1)locating and RVPUBW GS�547288 -11- (BB&K:)an 6,20M) repairing damage to underground utility facilities not caused by the failure of Contractor to exercise reasonable care; (2) removing or relocating underground utility facilities not indicated in the construction drawings; and(3) equipment necessarily idled during such work. Contractor shall not be assessed liquidated damages for delay caused by failure of City to provide for removal or relocation of such utility facilities. 3.25 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1770 et seq., which requires the payment of prevailing wage rates and the performance of other requirements on"public works contracts." If this is a"public works contract"pursuant to the California Labor Code and if the Total Contract Price is $1,000 or more, Contractor agrees to pay such prevailing rates to each workman needed to execute the Work and further agrees to comply with the penalty provisions of Section 1775 of the California Labor Code in the event of its failure to pay prevailing rates. Copies of the prevailing rate of per diem wages for each craft,classification or type of worker needed to execute this Contract shall be made available to interested parties upon request, and shall be posted at the Project site. Contractor agrees to defend, indemnify and hold City, its officials, directors, officers, employees, agents and volunteers free and harmless, pursuant to the indemnification provisions of this Contract, from any claim or liability arising out of any failure or alleged failure to comply with these provisions of the California Labor Code. 3.26 Apprenticeable Crafts. When Contractor employs workmen in an apprenticeable craft or trade,Contractor shall comply with the provisions of Section 1777.5 of the California Labor Code with respect to the employment of properly,registered apprentices upon public works. The primary responsibility for compliance with said section for all apprenticeable occupations shall be with Contractor. 3.27 Hours of Work. Contractor is advised that eight (8) hours labor constitutes a legal day's work. Pursuant to Section 1813 of the California Labor Code,Contractor shall forfeit apenalty of $25.00 per worker for each day that each worker is permitted to work more than eight(8)hours in any one calendar day and forty (40) hours in any one calendar week, except when payment for overtime is made at not less than one and one-half(1-1/2)times the basic rate for that worker. 3.28 Payroll Records. In accordance with the requirements of California Labor Code Section 1776,Contractor shall keep accurate payroll records which are either on forms provided by the Division of Labor Standards Enforcement or which contain the same information required by such forms. Responsibility for compliance with California Labor Code Section 1776 shall rest solely with Contractor,and Contractor shall make all such records available for inspection at all reasonable hours. 3.29 Contractor's Labor Certification. By its signature hereunder,Contractor certifies that he is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Work. A certification form for this purpose,which is attached to this Contract as Exhibit "C" and incorporated herein by reference, shall be executed simultaneously with this Contract. RVPUB%NM47288 - -12_ (BBbtK:len.6,3000) 3.30 Labor and Material Releases. Contractor shall furnish City with labor and material releases from all subcontractors performing work on,or furnishing materials for,the work governed by this Contract prior to final payment by City. 3.31 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race,religion,color,national origin, ancestry,sex,age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 3.32 Anti-Trust Claims. This provision shall be operative if this Contract is applicable to California Public Contract Code Section 7103.5. In entering into this Contract to supply goods, services or materials,the Contractor hereby offers and agrees to assign to the City all rights,title,and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Section.15) or under the Cartwright Act (Chapter 2, commencing with Section 16700, of Part 2 of Division 7 of the Business and Professions Code) arising from purchases of goods, services, or materials pursuant to the Contract. This assignment shall be made and become effective at the time the City tender final payment to the Contractor, without further acknowledgment by the Parties. 3.33 Notices. All notices hereunder and communications regarding interpretation of the terms of the Contract or changes thereto shall be provided by the mailing thereof by registered or certified mail, return receipt requested,postage prepaid and addressed as follows: Citv Contractor City of Azusa Southwest Coatings Inc. 213 East Foothill Blvd. 503 Harker St. Azusa, CA 91702-1295 San Pedro, CA 90731 Attn: Israel Del Toro Attn: John Mantikas Any notice so given shall be considered received by the other Parry three(3)days after deposit in the U.S. Mail as stated above and addressed to the Party at the above address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.34 Entire Contract: Modification, This Contract contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Contract may only be modified by a writing signed by both Parties. 3.35 Time of Essence. Time is of the essence in the performance of this Contract. 3.36 Assignment Forbidden. Contractor shall not, either voluntarily or by action of law, assign or transfer this Contract or any obligation,right,title or interest assumed by Contractor herein without the prior written consent of City. If Contractor attempts an assignment or transfer of this Contract or any obligation,right,title or interest herein,City may,at its option,terminate and revoke WFUBWGM547288 -13- (BB&K:J..6,2000) the Contract and shall thereupon be relieved from any and all obligations to Contractor or its assignee or transferee. 3.37 Governing Law. This Contract shall be governed by the laws of the State of California. Venue shall be in San Bernardino County. 3.38 Counterparts. This Contract may be executed in counterparts, each of which shall constitute an original. 3.39 Successors. The Parties do for themselves, their heirs, executors, administrators, successors, and assigns agree to the full performance of all of the provisions contained in this Contract. 3.40 Attomevs'Fees. If either Party commences an action against the other Party,either legal, administrative or otherwise, arising out of or in connection with this Contract, the prevailing Party in such action shall be entitled to have and recover from the losing Party reasonable attorneys' fees and all other costs of such action. 3.41 Claims of$375,000 or Less. Notwithstanding any other provision herein, claims of $375,000 or less shall be resolved pursuant to the alternative dispute resolution procedures set forth in California Public Contract Code §§ 20104, et Eq. 3.42 Prohibited Interests. 3.42.1 Solicitation. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor,to solicit or secure this Contract. Further,Contractor warrants that it has not paid nor has it agreed to Pay any company or person,other than a bona fide employee working solely for Contractor,any fee, commission,percentage,brokerage fee,gift or other consideration contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, City shall have the right to terminate this Contract without liability. RVPUBWGS'547788 -14- (BB&Kwan.6,3000) 3.42.2 Conflict of Interest. For the term of this Contract, no member, officer or employee of City,during the term of his or her service with City,shall have any direct interest in this Contract,or obtain any present or anticipated material benefit arising therefrom. 3.43 Certification of License. Contractor certifies that as of the date of execution of this Contract, Contractor has a current contractor's license of the classification indicated below under Contractor's signature. IN WITNESS WHEREOF,each of the Parties has caused this Contract to be executed on the day and year first above written. CITY OF AZUSA SOUTHWEST COATINGS INC. By: By: Joseph R. Rocha John Mantikas Mayor President California Contractor License No. 658373 By: Francis M. Delach City Manager Attest: City Clerk Approved as to Form: Best Best&Krieger LLP City Attorney RVPUBWGV47288 -15- (BB&K:Jan.6.2000) EXHIBIT- A PAINTING & LEAD CONTAINMENT SPECIFICATIONS Washing Specifications All structural steel is to be cleaned by pressure washing. The steel must be washed at a minimum of 3000 psi with 0 degree spinner tip nozzles. The wand nozzle is to be held a maximum of twelve (12) inches from the surface being pressure washed and approximately normal to the working surface. Additional cleaning(i.e., solvent, steam, or hand cleaning) will be required if pressure washing did not sufficiently clean the steel. (Please see "Lead-Based Paint Work Plan"for additional specifications) Cleaning Specifications The contractor is required to perform mechanical surface preparation by hand or power- tool cleaning on all surfaces not possessing clean, adherent paint. All hand or power-tools were to be equipped with vacuum shroud for containing and collecting all loose material generated. (Please see "Lead-Based Paint Work Plan"for additional specifications) Painting Specifications Surface will be prepared utilizing spot priming methods. Painting of the bridge will consist of two coats. All structural steel and/or rockers cleaned are to be painted in beige with water based 100% acrylic enamel. Paint is to be applied manually with rollers and brushes. (Please see "Lead-Based Paint Work Plan"for additional specifications) SCRRA Agreement The Contractor must complete and submit a Form 5 "Indemnification and Assumption of Liability Agreement"to the Southern California Regional Rail Authority requesting permission to encroach onto the(SCRRA) and Member Agency Right of Way. Traffic Control All traffic control plans/devises shall conform to the latest edition of the Caltrans Traffic manual. Contractor.is responsible to provide traffic control. Schedule Painting of the bridge is to be completed Monday—Friday, 6A.M. — 5 P.M. Exclusions Artwork is not to be included in the estimate. Lead Paint Work Plan EXHIBIT- A Cont'd PAINTING& LEAD.CONTAINMENT SPECIFICATIONS I. GENERAL A. SUMMARY OF THE WORKPLAN 1. The work plan contained herein is specific to the project known as Foothill Blvd. Bridge Painting Project. The project is located on Foothill Blvd.between Orange &McKeever,Azusa, CA 91702. This work plan has been developed for the City of Azusa Public Works Department. The purpose of the work plan is to abate loose and flaky lead based paint from structural steel components associated with the rail bridge for repainting. 2. Contact for the project is Mr. Israel Del Toro. Questions should be addressed to Mr. Del Toro directly. B. STANDARDS AND GUIDELINES 1, The current issues of each document shall govern.Where conflict may exist the most stringent requirements shall apply. The Contractor shall be responsible for any additional requirements included with the Notice Inviting Bids from the City of Azusa. 2. The Contractor shall assume full responsibility and liability for compliance with all Federal, State and Local regulations pertaining to lead abatement on this project including medical monitoring,blood testing and personal protection measures. 3. The Contractor shall comply with all City policies and Insurance requirements, . including indemnification of the City of Azusa, his Representatives,Agents and Consultant,and save same from any and all losses, costs and expenses including fines,judgements and reasonable Attorney's fees incurred by the City for .negligence on the part of the Contractor or any of his agents whether accidental or otherwise. 4. The City's Representative will strictly enforce compliance with the requirements of these Standards. Lead PaintWork Plan - - City ofP.2usa Foothill Boulevard Bridge . September 16,2008 - 5. The Contractor shall comply with the requirements of Cal-OSHA,the Califonua Department or Industrial Relations, Division of Occupational Safety and Health (ROSH). The General Industry Safety and Health Standards, and the Safety and Health Regulations for Construction, Title 8, California Code of Regulations (CCR)Lead Standard 1532.1 including but not limited to the following sections. Sec. 5144 Respiratory Protection See. 2405.4 Electrical Sec. 1637,1640,1658 Scaffolding Sec. 1513 Housekeeping Sec. 5194 Hazard Communication(Employee Right to Know) Sec. 1675 Ladders Sec, 3215 & 3220 Egress &Emergency Plans Sec, 1514 Protective Equipment Sec. 1519 Sanitation Sec. 1684,3555,3556 Powered Hand Tools Sec. 1502 Contractors Responsibilities Sec. 1511 General Safety&Health Education See. 1510 Safety Training&Education Sec. 1527,3366 Washing Facilities Sec. 1528 Gases,Vapors,Fumes,Dusts&Mists Sec.1531, 5143 Ventilation ' Sec.3203 Injury&Illness Prevention Program Sec. 3204 Access to Employee's Exposure&Medical Records Sec. 6003 Accident Prevention Signs Sec. 3221 Fire Protection Sec. 1537 Ventilation,Welding, Cutting or heating of Metals of Toxid Significance 6. The Contractor shall comply with the Federal Environmental Protection Regulations pertaining to disposal of lead-containing materials as well as State of California and any Local agencies which have delegated responsibility for the administration and enforcement of Federal Regulations. i 7. The Contractor shall comply with all requirements of the EPA approved landfill, which is selected as the disposal site. I . Lead Paint Work Plan . City of Azusa Foothill Boulevard Bridge . September 16,20DS C. CONTRACTORS QUALIFICATIONS 1. The Contractor performing the abatement work shall have a minimum of one(1) year's experience in lead-based paint removal on similar projects in scope and size.Documented proof of past experience will be required. 2. The Contractor must be familiar with all applicable regulations covering LBP removal. This includes all permits; licenses and certifications required to perform LBP removal and disposal requirements. 3. Contractor shall maintain Insurance Coverage for this project and show proof thereof according to the City of Azusa requirements 4. The Contractor shall require its insurer(s)to waive all rights of subrogation against the City of Azusa and its representatives. 5. The Contractor shall,prior to start of work, furnish evidence of the insurance required to the City of Azusa 6. The Contractor shall indemnify,hold harmless and defend the City of Azusa and any of its affiliates, agents, employees,officers from any and all losses, claims judgements,including legal fees. 7. Contractor shall be responsible for all abatement personnel to be DHS Certified workers or Supervisors. D. WORK SCHEDULE 1. The Contractor shall be responsible for furnishing a schedule showing the anticipated starting date and a reasonable time frame for completion. The schedule must be received no later than 3 days from the issuance of a Notice to Proceed. The work shalt be carried out diligently to completion. Time is of the essence. Work hours shall be during the times of 6 AM- 5 PM,Monday—Friday. 2. If it becomes necessary to maintain the projected schedule of completion, the City of Azusa may request in writing, an increase in manpower to complete the work on.schedule.The Contractor shall be obligated to comply with this written request immediately. 3. Site work may begin immediately upon the City of Azusa's Notice to Proceed. The Contractor has (3)working days to begin on schedule.All submittals must be received before work may begin. Lead Paint Work Plan - City of Azusa Foothill Boulevard Bridge, September 16,2008 4. During the abatement, other work may be phased in and coordinated with abatement activities to facilitate the completion of concurrent projects associated with the painting schedule. E. DAMAGES 1. The Contractor shall be responsible for any and all damages beyond normally accepted damage involved with the painting of existing components.Removal practices must be done in such a manner as to minimize the impact to the surrounding substrate and area.Damage beyond normal and acceptable levels to the surrounding substrate or damages to unprotected surfaces caused by lack of due diligence shall be repaired or replaced by the Contractor at his own expense. F. SITE SECURITY 1. Contractor shall be responsible for all security related to the work and storage areas as well as any and all tools, equipment and materials. If a storage container is used,it must be staged with the approval of all agencies including but not limited to the City of Azusa. 2. The City of Azusa shall approve any and all security requirements and coordinate Traffic control with Cal Trans, Southern California Regional Rail Authority (SCRRA) and any or all other entities responsible for Safety and Traffic control requirements on this project 3. Storage of hazardous debris and materials used during the abatement must be kept in a properly locked and labeled container. 4. A logbook must be maintained at all times at the entrance of the project,which shall serve as the work area entrance.All workers and visitors must sign in and out upon each entrance or exit. The work area is restricted only to those people . pre-approved in writing by the City of Azusa. 5. During the course of the project it is the Contractors responsibility to have on site at all times of abatement work a DHS Certified Supervisor fluent in English to oversee production. 6. All storage and trash containers must be removed within 48 hrs, of final clearance. -Load Paint Work Plan City of Azusa Foothill Boulevard Bridge. Septembw 16,2008 G. EMERGENCY PLANNING 1. Prior to the issuance of a Notice to Proceed the following documents must be prepared and presented for approval within 24 hrs. upon acceptance of the Contractors Proposal. a. All required permits for Lead-abatement work including California Department of Health Services form(DHS 8551). b. Transport Certificates and licenses for any and all Hazardous waste. C. Waste Disposal facility Certifications and licenses. d. Abatement work plan e. Written Respiratory Protection Plan as required by 29 CFR 1926.62 f. Medical exanunation records for all workers assigned to this project including all items required by 29 CFR 1926.62. g. DHS Worker Certifications and(1)other picture identification. h. All MSDS information for all materials to be used on this project. i. Copies of all OSHA form 101 reports or equivalent. j. Emergency Medical evacuation procedures with a clear and direct map to nearest facility, including emergency phone numbers. H PROJECT SURVEILLANCE A. CITY OF AZUSA'S CONSULTANT 1. Clark Seif Clark will be responsible for final visual clearances prior to painting. 2. The Consultant shall have sufficient experience with similar proj ects and be certified by DHS. 3. The Consultant shall conduct all visual inspections before,after abatement procedures. 4. Any other inspections or monitoring will be done as requested by the City of Azusa. III WORKER HEALTH & SAFETY A. TRAINING REQUIREMENTS 1. As established by State of California, Department of Health Services,Childhood Lead Poisoning Prevention Branch,under Title 17, CCR Division 1, Chapter 8. -------- --..._._.... _ - --._..._.. Lead Paint Work Plan City of Azusa Foothill Boulevard Bridge. September 16,20M 2. Evidence of training Certifications for a sufficient number of workers to complete this project shall be mandatory prior to acceptance of proposal. B. MEDICAL SURVEILANCE 1. All workers scheduled for this project must have a current(within six-months) medical examination including pulmonary testing and Physician's approval to wear a respirator. 2. Current Blood Lead Level tests (within 30 days). of completion(blood out)of last abatement project or new baseline for this project. 3. All Medicals shall be in accordance with 29 CFR 1926.62 and Cal-OSHA Title 8 Sec.1532.1. 4. All Blood Lead Level(BLL) and Zinc protoporphyrin(ZPP)test results must be from a laboratory approved by the Occupational Safety and Health Administration for blood lead analysis. Provide laboratory documentation. C. RESPIRATORY PROTECTION 1. The minimum respiratory protection for this project is half face air-purifying respirator equipped with HEPA filters and chemical cartridges if applicable for ! airborne lead levels not in excess of 0.5 mg/m3 (10xPEL).All other work requiring a greater protection factor shall meet or exceed those requirements. 2. All workers involved in the removal of components,the cleanup of paint chips and dust control shall be required to wear respirators. 3. The Contractor must consult MSDS for proper respirator protection and provide proof of same. IV EXECUTION OF WORK A. GENERAL CONDITIONS 1. All work in this work plan is considered to be the lowest Exposure Trigger Task according to Cal/OSHA Lead in Construction Standard Title S CCR Section 1532.1. The work will include requirements Iisted in the Plans &Specifications included in the Notice Inviting Bids. i Lead Paint Work Plan City of Azusa Fooddll Boulevard Bridge. . September 16,2008 2. Working hours shall be from Monday—Friday, 6 AM to 5 PM with all clean-up completed before 6 PM daily. 3. Contractor is responsible for providing hand washing stations with a two (2)-stage filtration system for worker de-contamination. 4. Tyvek suits with hoods shall be worn for all LBP removal. Additional protective clothing shall be required if necessary. 5. Contractor is responsible for all storage containers,portable toilet facilities and any other required equipment or materials. B. PREPARATION OF WORK AREA 1. Preparation shall be the responsibility of the Contractor with approval of the City of Azusa, and or their Consultant. 2. The Contractor shall be responsible to contain the area for pressure washing to collect all paint chips and water. The containment must prevent paint chips from migrating beyond the regulated work area. 3. The Contractor shall collect the water and store for profiling prior to disposal.No water shall be allowed to run off into storm drains or other areas. j 4. Lead Hazard caution tape will be used to demarcate the work area around complete perimeter of work area. The Contractor is responsibly for posting all required documentation at work site entrance. 5. Containment shall remain for the manual or mechanical scraping of steel components. 6. No work may proceed until approval by the City of Azusa, and or their Consultant. C. ABATEMENT 1, Components.to be abated include all structural steel components and any other painted surfaces containing LBP as identified in the inspection report dated 9/11/2008 by CSC. 2. Removal shall include pressure washing and manual or mechanical methods utilizing state of the art industry standards. All mechanical removal shall be done with HEPA vacuuming attachments to minimie LBP dust. Lead Paint Work Plan City of Azusa Foo4dll Boulevard Bridge, September 16,2008 3. Contractor shall wet all components before removal. 4. Contractor will do his final cleanup consisting of NEPA vacuuming of all surfaces prior to visual clearance. i 5. The Contractor shall be responsible to notify the Consultant 24 hrs. in advance of visual clearances. Time is of the essence.Priming must take place immediately after final visual to avoid rusting of bare substrate. 6. Final clearance (Visual)of all areas shall be given immediately after final cleaning. 7. If the areas fail visual clearance the Contractor will, at his own expense,pay for additional cleanup and clearance. 8. If other methods are proposed and accepted for removal of paint in these areas then a specific work plan must be submitted to the Consultant prior to a Notice to Proceed. D. DISPOSAL OF WASTE MATERIALS 1 All waste materials must be immediately placed in a 55 gal container with proper signage. 1. The following materials may be classified as non-hazardous for this project: Disposable work clothes which have properly been NEPA vacuumed and are free from visible paint chips. Wet wiped and NEPA vacuumed plastic sheeting.. 3. It is the responsibility of the Contractor to comply with all RCRA,EPA and DOT regulations and any State or Local regulations. All other waste generated on this project is presumed to be hazardous including the following: a_ Paint chips and all debris collected by NEPA vacuuming including filters. b. Unfiltered water. C. Rags, sponges mops and other materials used for cleanup. - .._. .. --- --- ---------- -- ... - - ----._.._..._.-._. ----- ---- Lead Paint Work Plan City of Azusa Foothill Boulevard Bridge. September 16,2008 E. PROJECT CLOSEOUT 1. Contractor shall be responsible for all project closeout documentation including i Blood Lead Level test results,Waste characterization results. These documents must be delivered in a timely manner and may directly affect payment schedules. i 2. Owner may withhold payment until all documents are received. 3. Contractor will be responsible for removal of all equipment,waste containers and materials within 72 hrs. after completion of contract or as needed. END OF SPECIFICATIONS EXHIBIT "C" CERTIFICATION LABOR CODE -SECTION 1861 I, the undersigned Contractor, am aware of the provisions of Section 3700 et seg. of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of the Code, and I, the undersigned Contractor, agree to and will comply with such provisions before commencing the performance of the Work on this Contract. Southwest Coatings Inc. By: John Mantikas President RVPUBWGSt547288 C'_1 - (BB&Kaon.6,2000) r i•�. t fix: � iCx ;- Ah , . i ' I I 7. s•N� -0- t p Y ZYf . NAI 4 y'riF s Cyt S f ICy g1` , �4t � y� A 4. q 4 CONSENT CALENDAR TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS FROM: VERA MENDOZA, CITY CLER /V VIA: F.M. DELACH, CITY MANAGER DATE: OCTOBER 6, 2008 . RE: APPOINTMENTS TO CITY BOARDS AND COMMISSIONS RECOMMENDATION It is recommended that the City Council adopt resolutions appointing members to the City Boards and Commissions. BACKGROUND The City of Azusa has seven City Board and Commissions who act as advisory to the City Council in the areas of Architectural Barriers, Cultural and Historic Preservation, Human Relations, Library issues, Park &Recreations issues, Personnel matters and Planning Commission. Each year the City Council conducts interviews for vacancies that exist in City Boards and Commissions annually. The attached resolutions appoint members to several Commissions commencing October 2008. FISCAL IMPACT: Stipend of$25.00 per meeting, not to exceed $50.00. RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA RE-APPOINTING DEBBIE KINDRED TO THE CULTURAL AND HISTORIC PRESERVATION COMMISSION THE CITY COUNCIL OF THE CITY OF AZUSA DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. DEBBIE KINDRED having been re-appointed to the Cultural and Historic Commission by the City Council, said appointment is hereby approved and DEBBIE KINDRED is appointed to the Cultural and Historic Preservation Commission for the term expiring September 30, 2012. SECTION 2. The City Clerk shall certify to the adoption of this resolution and shall transmit a certified copy thereof to DEBBIE KINDRED. ADOPTED AND APPROVED this 6`" day of October, 2008. JOSEPH R. ROCHA, MAYOR I HEREBY CERTIFY that the foregoing resolution No. was duly adopted by the City Council of the City of Azusa at a regular meeting thereof held on the 6"'day of October, 2008, by the following vote of the Council: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: VERA MENDOZA, CITY CLERK RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA RE-APPOINTING LALISA C. MORGAN TO THE HUMAN RELATIONS COMMISSION FOLLOWS: THE CITY COUNCIL OF THE CITY OF AZUSA DOES HEREBY RESOLVE AS SECTION 1 . LALISA C. MORGAN having been re-appointed to the Human Relations Commission by the City Council, said re-appointment is hereby approved and LALISA C. MORGAN is re-appointed to the Human Relations Commission for the term expiring September 30, 2011. SECTION 2. The City Clerk shall certify to the adoption of this resolution and shall transmit a certified copy thereof to LALISA C. MORGAN. ADOPTED AND APPROVED this 61h day of October, 2008. JOSEPH R. ROCHA, MAYOR 1 HEREBY CERTIFY that the foregoing resolution No. was duly adopted by the City Council of the City of Azusa at a regular meeting thereof, held on the 6th day of October, 2008, by the following vote of the Council: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: VERA MENDOZA, CITY CLERK RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA RE-APPOINTING LOGAN H. WESTBROOKS TO THE HUMAN RELATIONS COMMISSION THE CITY COUNCIL OF THE CITY OF AZUSA DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. LOGAN H. WESTBROOKS having been re-appointed to the Human Relations Commission by the City Council, said re-appointment is hereby approved and LOGAN H. WESTBROOKS is re-appointed to the Human Relations Commission for the term expiring September 30, 2011. SECTION 2. The City Clerk shall certify to the adoption of this resolution and shall transmit a certified copy thereof to LOGAN H. WESTBROOKS. ADOPTED AND APPROVED this 6`h day of October, 2008. JOSEPH R. ROCHA, MAYOR 1 HEREBY CERTIFY that the foregoing resolution No. was duly adopted by the City Council of the City of Azusa at a regular meeting thereof, held on the 6`h day of October, 2008, by the following vote of the Council: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: VERA MENDOZA, CITY CLERK RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA RE-APPOINTING DENA SIMPSON TO THE LIBRARY COMMISSION THE CITY COUNCIL OF THE CITY OF AZUSA DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. DENA SIMPSON having been appointed to the Library Commission by the City Council, said appointment is hereby approved and DENA SIMPSON is appointed to the Library Commission for the term expiring September 30, 2011. SECTION 2. The City Clerk shall certify to the adoption of this resolution and shall transmit a certified copy thereof to DENA SIMPSON. ADOPTED AND APPROVED this 6`h day of October, 2008. JOSEPH R. ROCHA, MAYOR I HEREBY CERTIFY that the foregoing resolution No. was duly adopted by the City Council of the City of Azusa at a regular meeting thereof, held on the 6'h day of October, 2008, by the following vote of the Council: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: VERA MENDOZA, CITY CLERK RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA APPOINTING GINGER DEVINE TO THE LIBRARY COMMISSION THE CITY COUNCIL OF THE CITY OF AZUSA DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1 . GINGER DEVINE having been appointed to the Library Commission by the City Council, said appointment is hereby approved and GINGER DEVINE is appointed to the Library Commission for the term expiring September 30, 2011. SECTION 2. The City Clerk shall certify to the adoption of this resolution and shall transmit a certified copy thereof to GINGER DEVINE. ADOPTED AND APPROVED this 6`h day of October, 2008. JOSEPH R. ROCHA, MAYOR HEREBY CERTIFY that the foregoing resolution No. was duly adopted by the City Council of the City of Azusa at a regular meeting thereof, held on the 6`h day of October, 2008, by the following vote of the Council: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: VERA MENDOZA, CITY CLERK RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA RE-APPOINTING DAVID P. SANTELLAN TO THE PARK AND RECREATION COMMISSION THE CITY COUNCIL OF THE CITY OF AZUSA DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1 . DAVID P. SANTELLAN having been re-appointed to the Park and Recreation Commission by the City Council, said re-appointment is hereby approved and DAVID P. SANTELLAN is re-appointed to the Park and Recreation Commission for the term expiring September 30, 2011. SECTION 2. The City Clerk shall certify to the adoption of this resolution and shall transmit a certified copy thereof to DAVID P. SANTELLAN. ADOPTED AND APPROVED this 6`" day of October, 2008. JOSEPH R. ROCHA, MAYOR I HEREBY CERTIFY that the foregoing resolution No. was duly adopted by the City Council of the City of Azusa at a regular meeting thereof held on the 6"day of October, 2008, by the following vote of the Council: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: VERA MENDOZA, CITY CLERK RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CIN OF AZUSA APPOINTING NEIL GILES TO THE PLANNING COMMISSION THE CITY COUNCIL OF THE CITY OF AZUSA DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. NEIL GILES having been appointed to the Planning Commission by the City Council, said appointment is hereby approved and NEIL GILES is appointed to the Planning Commission for the term expiring September 30, 2012. SECTION 2. The City Clerk shall certify to the adoption of this resolution and shall transmit a certified copy thereof to NEIL GILES. ADOPTED AND APPROVED this 6th day of October, 2008. JOSEPH R. ROCHA, MAYOR I HEREBY CERTIFY that the foregoing resolution No. was duly adopted by the City Council of the City of Azusa at a regular meeting thereof held on the 6"day of October, 2008, by the following vote of the Council: AYES: COUNCILMEMBERS: NOES: COUNOLMEMBERS: ABSENT: COUNCILMEMBERS: VERA MENDOZA, CITY CLERK woo U -: - cgpronrr. CONSENT CALENDAR TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS FROM: ANN GRAF, DIRECTOR OF INFORMATION TECHNOLOGY VIA: F.M. DELACH, CITY MANAGERZ/ — DATE: OCTOBER 6, 2008 SUBJECT: ANNUAL BI-TECH SOFTWARE SUPPORT AND MAINTENANCE CONTRACT RECOMMENDATION It is recommended that the City Council waive formal sealed bids in accordance with Azusa Municipal Code Section 2-523 section B, computer software maintenance services and 2-523 section C, no competitive market and approve the software maintenance and support contract frdm Sungard Bi-Tech Inc, in the amount of$47,949.40. BACKROUND The City currently uses Bi-Tech Software for their financial system. The city needs to retain software support from the vendor in order provide for remote technical support and helpdesk availability, limit any potential down time, and for annual product enhancements to this software. FISCAL IMPACT Funding for requested purchase is part of Information Technology Department operating budget FY 2008-2009 in accounts 48499300006415 and 48499420006415. Em SunGard Public Sector 81-Tech ����.��®® 890 Fortress Street Chico, CA 95973 530-891-5281 Remit to: SunGard Public Sector Bi-Tech P.O. Box 99023 Chicago, IL 60693 DATE! 08/31/08 INVOICE #: AR147646 City of Azusa ACCOUNT ID: AZUCITY Attn. Accounts Payable P.O. Sox 1395 - - Azusa, CA 91702-1395 Amount Enclosed:_ Please send this portion with your remittance DESCRIPTION - AMOUNT 9/1/08-8/31/09 IFAS Support 44,890.52 9/1/08-//31/09 ODBC Support 1,159.33 8.25% Tax ® 50% 1,899.55 The 74%annual increase%%'3s calculated by adding 2%to the US,Dept of Labor's Bureau of Labor Statistics' 12 Month Percent Change CPI Table for Urban Wage Earners for the Western Area for the 12 months ending 6/30/08. ' TOTAL $ 47,949.40 >9- SUNGA ®Public Sector SunGard Public Sector Bi-Tech•vrvnv sungardbi-tech coni•530-891-5281 office•530-891-5011 fax To: City of Azusa From: SunGard Public Sector Bi-Tech LLC Subject: Annual Software &Support Maintenance Billing Enclosed you will find an Invoice and Proforma statement for the annual renewal of your WAS software maintenance and support.Your Proforma is a preview of your billing as of today. Please review this your invoice for accuracy. Should you have any questions or corrections,please contact Theresa at 53D 879- 2795 or via email at theresa.mcdonald@sungardbi-tech com for assistance with your Proforma. It Is required to remain on a current release of your IFAS software to receive our standard support services. If you're not on a current release at the start of your maintenance renewal period, your maintenance fees will be increased with an additional 10%.When you upgrade your WAS software from an unsupported release to a supported release after the start of your maintenance renewal period,the additional 10%will be credited prorated per full month on the supported release in production in the current maintenance period. For example, if your maintenance renews per July 15t and you upgrade from an unsupported release to a supported release in your production account on August 151h, 10/12 of the additional 10%will be credited to you. Please note our support requires the use of Safetynet, Microsoft VPN or Cisco VPN.Any exception must be authorized in advance with the VP of Client Services &Support. For your convenience we have provided a list of contacts within our organization that can assist you with any questions you may have concerning your maintenance fees. Theresa McDonald Maintenance Administration 530-879-2795 Mark Vos Director Account Management 530-879-2792 Thank you for your continued support, SunGard Public Sector Bi-Tech LLC. Maintenance Administration Theresa McDonald, Administrative Analyst Enclosures - Proforma - Renewal Invoice 890 Fortress Street•Chico,CA 95973 SUGAR®"Public Sector SunGard Public Sector Bi-Tech•vNAv sungardbi-tech com•530-891.5281 office•5301891-5011 la Annual Support Proforma CLIENT: City of Azusa ANNUAL SUPPORT FEES Listed below are the IFAS modules and Web/PC Products for which Annual Support will be provided during the period of: 9/1108-8/31/09 Standard WAS Modules I Concurrent Users I Prior SuPPortAmount I Annualincrease' 7.4%1 New Support Amount General Ledger Nucleus Accounts Payable/Encumbrances Accounts Receivable/Cash Receipts Check Management Person/Ently Database Fixed Assets Inventory System Ad Hoc Report Writer Job Ledger/Project Ledger _ Purchasing Stores Inventory Payroll Human Resources Position Budgeting Easy Laser Forms Grant Management Contract Management Click.Dreg and Drill Insight Net Sight Hassle Free Support(One Account) - Total: :.:...;. 30 ._. .... ....41797.50 '%3A93.02 .. .. 49,89052 3rd Parry Products. `- ,.: .. _. .. ,... .. . .. .. [:1:.--. . , .. ..... OpenLlnk ODBC Driver 41 1.079.45 79.88 1,159.33 Applicable sales tax: '.:`:. - - . .8.25% .'::::-. ;rr .! . :. . . 3,799.111 . Less 50°/CA Sales Tax (1,899.56) -'- - -'`-Total Annual Support Fee Due 47,949A0 Increase based on the terms stated in the License and Support Agreement 890 Fortress Street•Chico,CA 95973 r ' on Fdar`A CONSENT CALENDAR TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: KERMIT FRANCIS, INTERIM DIRECTOR OF HUMAN RESOURCES VIA: F.M. DELACH, CITY MANAGERJJ DATE: OCTOBER 6, 2008 SUBJECT: NEW CLASS SPECIFICATION—SENIOR LIBRARIAN, TECHNOLOGY SERVICES RECOMMENDATION The Personnel Board recommends, pursuant to the City of Azusa Civil Service Rules Section 3.3 and 3.7, that the City Council approve and adopt the salary, title and class specification outlining the duties of the new job classification of Senior Librarian, Technology Services (class specification attached). BACKGROUND A `Technology Librarian' position was reviewed and approved in the Library Fiscal Year 2007-2008 budget subject to development of a class specification. Originally, a Librarian II, Technology classification was developed. Upon further review it was determined that the duties of the classification actually carried responsibility for supervision and administration of a significant segment of Library Services, including the recently developed Integrated Library System and Database Services of the Library. As stated in the Senior Librarian class specification, the position is "distinguished from the Librarian classification by its responsibility for supervision of Library staff and for program responsibility for a major City wide Library program area, such as Public Services and/or Technical Services. The need for a Senior Librarian - Technology Services is based upon the evolving changes in technology, automation and the increasing need for the Azusa City Library to be responsive to customer requests for information as well as the expanding utilization of computers, computer systems, information technology and increasingly sophisticated software, and access to electronic databases. This classification will allow the Library to be appropriately responsive in the technology area. Establishing technology expertise has been one of the necessary staff additions to Libraries throughout all Library Systems. Page 2 of 4 October 6,2008 City Council Consent Item Subject:New Class Specification—Senior Librarian,Technology Services - Upon approval of this new classification, the Librarian II, Technology classification originally developed will be deleted. The benefits for this classification will be tied to the benefits provided to Azusa City Employees Association (ACEA). FISCAL IMPACT Senior Librarian is an existing classification with an established salary range of$4,185.87 - $5,045.38. Funds for the new classification of Senior Librarian, Technology Services are included in the Library Fiscal Year 2008-2009 budget. R Page 3 of 4 October 6,2008 City Council Consent Item Subject:New Class Specification—Senior Librarian,Technology Services CITY OF AZUSA SENIOR LIBRARIAN- TECHNOLOGY SERVICES DEFINITION Under limited supervision, plans, organizes and administers services for a major division of the Library; oversees Library technology applications that include cataloging, acquisitions, electronic databases, and works with the Library's integrated Library system and electronic public access programs. May perform professional Library work related to collection development, reference services, and special programs; and performs related duties as required. CLASS CHARACTERISTICS The Senior Librarian—Technology Services may report to the Assistant City Librarian or Library Director and is a professional classification, distinguished from the Librarian classification by its responsibility for supervision of Library staff and for program responsibility for a major citywide Library program area, such as Technology Services. This class differs from the Assistant City Librarian classification by the latter's primary responsibility to assist the Library Director in planning, organizing, directing, and supervising overall Library activities, services, and operations. ESSENTIAL FUNCTIONS These functions may not be present in all positions in this class. When a position is to be filled, the essential functions will be noted in the announcement of position availability. Under general direction of the Assistant City Librarian, the Senior Librarian —Technology Services, supervises, plans and administers divisional programs and services related to Library technology; provides responsible staff assistance to the Library Director; makes recommendations on technology applications as they relate to Library and information services; provides copy for the design and updating of Library web pages; and supervises Library staff in the area of technology and acquisitions. May also coordinate a variety of operational activities for the Library including building maintenance, media relations, patron relations, personnel issues and the selection and purchase of Library equipment; evaluates and selects materials including books, magazines, audio, video, CD- ROM products and electronic resources; may develop, implement and evaluate new and ongoing Library programs; manages and participates in the development and administration of the assigned division annual budget; coordinates staff training; using excellent customer service skills, assists patrons in locating appropriate information sources; coordinates collection development; makes public presentations; maintains a variety of records and statistics; participates on a variety of committees,boards and task forces; prepares a variety of reports; coordinates selection and acquisition of Library materials; responds to and resolves inquiries and complaints; assigns, organizes,trains and supervises the work of volunteers and Library staff; sets goals and objectives for the division; develops effective methods of communication with staff; and performs other duties as assigned. QUALIFICATIONS GUIDELINES Page 4 of 4 October 6,2008 - City Council Consent Item Subject: New Class Specification—Senior Librarian,Technology Services Education and/or Experience: Any combination of education and/or experience that has provided the knowledge, skills, and abilities necessary for satisfactory job performance. Example combinations include possession of a Master of Library Science Degree and three years of professional experience in a Library including one year in a supervisory capacity. Experience in using Library technology applications and keeping abreast of new trends in public Libraries is highly desirable. Applicants should have working knowledge of AACR2, LCRI, DDC along with other vendor tools. Experience using OCLC is desirable. Knowledge and Skill Levels: Has a thorough knowledge of the principles and practices of professional Library work; demonstrates an ability to make use of various Library technology tools and applications; has knowledge of practices involved in the cataloging, classifying and processing of Library materials. Is able to perform technical Library tasks; use a variety of software applications to maintain databases and generate reports on Library activities; and follow verbal and written directions; understands automation and computers relevant to the operation of a public Library, and principles of supervision. Has ability to: communicate clearly and concisely, both orally and in writing; select, train, supervise and evaluate employee performance; train personnel on division activities, procedures and regulations; analyze data and information and draw logical conclusions; implement Library programs; respond to emergency and problem situations in an effective manner; operate programs within allocated amounts; communicate effectively with a variety of personnel and establish/maintain effective working relationships; explain and apply policies and procedures; interpret and apply rules, regulations, procedures and policies; and promote community interest in Library services. aon CONSENT ITEM TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: SONIA CARVALHO, CITY ATTORNEY DATE: OCTOBER 6, 2008 SUBJECT: AMENDED AND RESTATED CITY MANAGER EMPLOYMENT AGREEMENT RECOMMENDATION: That the City Council approve the attached Amended and Restated City Manager Employment Agreement. BACKGROUND: City Manager Delach's employment agreement provides that the Council shall conduct an annual performance evaluation of the City Manager and then determine whether a compensation increase is warranted. After completing a successful performance evaluation the Council directed the City Attorney to negotiate and prepare an amendment to the employment agreement. The attached agreement amends and restates the original employment agreement, as amended by the first and second amendment to the employment agreement. The City has negotiated a five percent (5%) .salary increase which would raise the City Manager's annual base salary to two hundred two thousand five hundred eighty seven dollars ($202,587.) This salary increase would be effective as of June 1, 2008, entitling City Manager Delach to retroactive pay, and is provided for in the proposed agreement. The City has negotiated a provision entitling the City Manager to retiree health care benefits in the following amount: fifty percent (50%) at ten (10) years of employment, seventy five percent (75%) at fifteen (15) years of employment and one hundred percent (100%) at twenty (20) years of employment. Although City Manager Delach began his employment on June 1, 2005, the attached agreement credits him with an additional five (5) years of employment, bringing his total years of service to eight (8) years, for purposes of calculating these benefits. Additionally, the proposed agreement provides the Council with the option to credit the City Manager with three (3) additional years of employment to be applied toward the vesting periods in his retiree health care benefits, as described above. This option could be granted if, in the Council's sole discretion, City Manager Delach's performance is above and beyond the duties of his position. —1— ORANGE\SKLEINBERG\753 826.1 The Amended and Restated City Manager Employment Agreement contains a salary increase and PARS contribution that has been anticipated in the Fiscal Year 2008-09 budget. —2— ORANGE\SKLEMERG\753826.1 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA APPROVING AN AMENDED AND RESTATED CITY MANAGER EMPLOYMENT AGREEMENT PROVIDING FOR A SALARY INCREASE AND RETIREE HEALTH CARE BENEFITS WHEREAS, City Manager Francis Delach and the City entered into an Employment Agreement on May 16, 2005; and WHEREAS, the City Manager and the City amended the Employment Agreement on July 17, 2006 and September 4, 2007; and WHEREAS, the City Council recently conducted an evaluation of the City Manager and concluded that Mr. Delach's job performance exceeds all or most of the established measures for the job; and WHEREAS, as a result of the City Manager's particularly high performance, the City Council desires to award a five percent salary increase to the City Manager and to enter into a contract providing for merit increases and additional benefits; and WHEREAS, the City Attorney prepared an Amended and Restated City Manager Employment Agreement, incorporating the terms of the original Employment Agreement, dated May 16, 2005, as amended by the First and Second Amendment; and WHEREAS, the City Council has reviewed the Amended and Restated City Manager Employment Agreement, a copy of which is attached hereto as Exhibit "A"; and NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Azusa as follows:' Section 1. The Amended and Restated City Manager Employment Agreement attached hereto as Exhibit A is hereby approved. Section 2. The salary adjustment provided for in the Amended and Restated City Manager Employment Agreement shall be retroactive to June 1, 2008. Section 3. This Resolution shall become effective immediately upon its passage. PASSED, APPROVED AND ADOPTED this 6th day of October, 2008. Joseph R. Rocha, Mayor ATTEST: Vera Mendoza, City Clerk APPROVED AS TO FORM: Sonia Carvalho Best Best & Krieger LLP City Attorney CITY OF AZUSA AMENDED AND RESTATED CITY MANAGER EMPLOYMENT AGREEMENT This Amended and Restated City Manager Employment Agreement ("Agreement') is entered into as of the 6fl' day of October, 2008 (the "Effective Date"), between the City of Azusa (hereinafter referred to as the "City") and Francis M. Delach hereinafter referred to as the "City Manager" or the "Employee"). City and City Manager/Employee are sometimes referred to in this Agreement as "Party" and collectively as "Parties." The above named Parties hereby mutually agree and promise as follows: 1. Recitals. 1.1 City and Employee entered into that certain City Manager Employment Agreement dated May 16, 2005 (hereinafter "Original Employment Agreement"), which is attached hereto for reference as "Exhibit A," whereby Employee agreed to serve as the City Manager for the City, and Executive Director of the Azusa Development Agency, the Industrial Development Authority, the Azusa Public Financing Authority and other agencies of the City. 1.2 City and Employee entered into that certain First Amendment to the Original Employment Agreement dated July 17, 2006 (hereinafter "First Amendment"), which is attached hereto for reference as "Exhibit B," whereby City and Employee amended the Original Employment Agreement. 1.3 City and Employee entered into that certain Second Amendment to the Original Employment Agreement dated September 4, 2007 (hereinafter "Second Amendment"), which is attached hereto for reference as "Exhibit C," whereby City and Employee amended the Original Employment Agreement, as amended by the First Amendment. 1.4 City and Employee now desire to amend and restate the Original Employment Agreement, as amended by the First Amendment and Second Amendment. 2. Term. This Agreement shall remain in effect for three (3) years unless terminated earlier in accordance with Section 12 or extended in writing after approval by both Parties. 3. Salary; Pay for Performance (Bonus); Credit for Performance. 3.1 Sam: City Manager's annual salary shall be Two Hundred Two Thousand Five Hundred Eighty Seven Dollars ($202,587) and shall be retroactive to June 1, 2008. 3.2 Pay for Performance: Following the City Manager's annual performance evaluation pursuant to Section 4 of this Agreement, and at the sole and absolute discretion of the City Council, the City Manager may be awarded a bonus up to ten percent (10%) of Employee's annual salary. Bonuses, if awarded, shall be awarded for positive performance that is clearly above and beyond the duties identified in both this Agreement and a performance work plan approved by the City Council. 3.3 401A Option: In the event that Employee elects not to accept the health insurance benefit provided by City in accordance with Section 5 of this Agreement, Employee may elect to contribute the annual sum of the value of the foregone health insurance benefit to a 401A retirement program administered by the City. 3.4 [Intentionally Omitted] 3.5 Credit for Performance: Following the City Manager's annual performance evaluation pursuant to Section 4 of this Agreement, and at the sole and absolute discretion of the City Council, the City Manager may be awarded a bonus in the form of a credit of up to three (3) additional years of employment to be applied toward his Retiree Health Care Benefits, as specified in Section 6. This bonus, if awarded, shall be awarded for positive performance that is clearly above and beyond the duties identified in both this Agreement and a performance work plan approved by the City Council, and may be awarded with or without the bonus described in Section 3.2. 4. Performance Evaluation. On or before March 1, of each calendar year the City Attorney shall notify City Council that it shall conduct an evaluation of Employee in a noticed closed session meeting, to review Employee's performance and compensation. The evaluation of Employee's performance shall be based on the City Council's review of Employee's fulfilling his obligations as set forth in all of the following: this Agreement, a work plan approved by the City Council and any other written directive issued to Employee by the City Council. For purposes of this Section, a written directive may be in the form of correspondence from an individual member of the Council authorized to give such directive by a majority of the City Council or in the form of the official open and closed session minutes of the City Council. Notwithstanding any provision herein to the contrary, Employee serves at the will and pleasure of the City Council, as set forth in Section 12. 5. Fringe Benefits. Except as otherwise expressly provided for in this Agreement, the City shall provide to Employee those fringe benefits provided to department head/executive contract employees set forth in the Standard Benefits for Executive Contract Department Heads covering the Executive Management Employees. In addition, Employee shall receive the same PERS and PARS retirement benefits, health insurance benefits, the same long-term disability insurance benefits and the same life insurance benefit provided to non-sworn Executive Contract Department Heads and any future adjustments thereto. However, Employee shall not receive the following fringe benefits, which are set forth in the Executive Contract Department Head Standard Benefits: Deferred Compensation, Automobiles, Administrative leave, Sick leave and Vacation leave nor any benefits related to Education incentive or Longevity pay. Employee shall continue to receive a maximum of$14,000 per year toward the City's Deferred Compensation Plan, as previously authorized, notwithstanding Employee's non-receipt of the deferred compensation benefit set forth in the Executive Contract Department Head Standard Benefits. 6. Retiree Health Care Benefits Employee shall be entitled to retiree health care benefits in accordance with this Section 6. Employee shall be entitled to reimbursement for retiree health benefits in an amount equal the single coverage premium in the Employees' comprehensive health insurance plan. He shall be entitled to fifty percent (50%) at ten (10) years of employment, seventy five percent (75%) of at fifteen (15) years of employment and one hundred percent (100%) at twenty (20) years of employment. These benefits shall remain in effect for the duration of Employee's life. Although Employee's anniversary date is June 1, 2005, and he has approximately three (3) years of employment as of the Effective Date of this Agreement, City agrees to credit Employee with five (5) additional years of employment service, for purposes of calculating the benefits described in this Section, bringing his total years of employment, as of the Effective Date of this Agreement, to eight (8) years. 7. Transportation. 7.1 Auto Allowances Employee shall provide his own vehicle to be used in the performance of his duties, and the City shall provide a car allowance in the amount of$600.00 or another amount as approved by resolution adopted by three members of the City Council. Employee shall at all times maintain automobile liability insurance. 8. Sick Leave and Vacation Time 8.1 Sick Leave Employee shall upon the effective date of this Agreement be deemed to have 1040 hours of sick leave and Employee shall accrue up to ten (10) additional days of sick leave per fiscal year during the term of this Agreement, provided, however, that at no time shall Employee's sick leave exceed 1040 hours. Employee shall not be entitled to cash out any accrued, but unused, sick leave at any time. Sick leave may be taken by Employee when Employee is ill. 8.2 Administrative Leave Employee shall accrue eighty (80) hours per fiscal year during the term of this Agreement. Employee shall not be entitled to cash out or carry over to any subsequent year any accrued, but unused, administrative leave at the end of each fiscal year. 8.3 Vacation Time Upon the effective date of this Agreement, Employee shall be deemed to have four (4) weeks vacation leave (total 160 hours). Employee shall thereafter accrue four (4) weeks vacation leave (total 160 hours) during each year of the term of this Agreement. Employee shall accrue no more than the maximum sum of two hundred forty (240) hours of vacation during each year of the term of this Agreement. Unused vacation time exceeding the maximum sum stated herein that is not cashed out on an annual basis in accordance with the same terms and conditions applicable to department heads as set forth in the Department Head MOU shall not be reimbursed or payable to Employee by City. Once the maximum sum of vacation time has been accrued in a year, Employee shall stop accruing vacation time for that year. 9. Technology Benefits. 9.1 Technology Allowance The City shall provide Employee with a technology allowance of$125.00 per month to cover DSL service and home telephone service, as well as the following benefits: 9.1.1 Cellular Phone During the term of this Agreement, the City shall provide Employee with a City issued cellular phone to be used primarily for City related business. The City shall pay for the cellular phone expenses. 9.1.2 Computer During the term of this Agreement, the City shall provide Employee a "laptop" computer for remote location access. A desktop computer shall also be provided for use in Employee's office at City Hall. 10. Expense Reimbursements Employee shall be reimbursed for reasonable business expenses incurred during the performance of his duties as City Manager. Employee must provide copies of receipts or other detail to the Finance Department prior to receiving reimbursement of business expenses. 11. Duties. 11.1 Statutory Duties Employee shall perform the duties of City Manager as prescribed by Section 2-90, et seg., of the Azusa Municipal Code. In addition to the powers and duties set forth in the Azusa Municipal Code, the City Manager shall have such powers and duties which are delegated to him by the City Council. The City Manager shall execute all powers and duties in accordance with the policies adopted by the City Council and the State of California Government Code. 11.2 City Manager and City Council Responsibilities. The City Manager shall be the Chief Executive Officer of the City, the Redevelopment Agency, and the Industrial Development Authority and Azusa Public Financing Authority. As such, the City Manager shall have the responsibility for implementing City Council policy, whereas the City Council shall retain the responsibility for formulating and.adopting said policy. The City Manager shall only implement that City Council policy which is approved by a majority vote of the City Council. The City Manager shall not take action to implement any action br participate in any activity concerning City policy without direction in the form of a majority vote of the City Council. The City Manager shall keep all members of the City Council informed of his progress in implementing City policy and shall ensure that all members of the City Council receive copies of all written work product, information or correspondence concerning City business requested by any one or more members of the Council. 11.3 Personnel Matters. The City Manager shall have the additional responsibility of organizing, reorganizing and arranging the staff of the City in such a way that in his judgment best serves the City. The City Manager shall have such responsibility in all personnel matters, including selection, assignment and transfer of employees in accordance with the Personnel Rules of the City. City Council Members, individually and collectively, will promptly refer to the City Manager for study and recommendations all criticisms, complaints and suggestions called to their attention conceming the foregoing matters. The City Manager shall promptly review such matters and report back to all members of the City Council within a reasonable period of time. The City Manager shall consult with City Council Members, individually or collectively, on any personnel matter when requested to do so by one or more City Council Members,.subject to the requirements of the Ralph M. Brown Act, Government Code Section 54050, et seg. 11.4 Other Duties. The City Manager (or his designee) shall: (1) review all policies proposed to the City Council and make appropriate recommendations to the City Council; (2) annually, at a minimum, evaluate employees as provided for by Califomia law and City policy; (3) advise the City Council of possible sources of funds that might be available to implement present or contemplated City programs or services; (4) maintain and improve his professional competence by available means, including subscribing to and reading of appropriate periodicals, and joining and participating in appropriate professional associations and their activities; (5) establish and maintain an appropriate community relations program; and (6) serve as liaison between the City Council and as its designated representative with respect to all employer-employee matters, and make recommendations to the City Council concerning those matters. Notwithstanding that a designee of the City Manager may perform said duties; the City Manager shall be the person ultimately responsible to the City Council for the proper implementation of the duties and responsibilities described herein. 12. Termination. 12.1 At-Will Employee Employee shall serve at the will and pleasure of the City Council and may be removed from office (terminated) at any time for any reason or no reason upon the affirmative vote of at least three members of the City Council at a regularly scheduled, non-adjourned meeting of the City Council. Nothing in this Agreement shall prevent the City Council from terminating this Agreement and the services of Employee at its sole discretion. 12.2 Termination Not for Cause. If Employee is terminated not for cause, he shall receive as severance the then base monthly salary rate for the number of months, or portion thereof, remaining on the term of the Agreement. The maximum severance shall not be more than twelve (12) months base salary. A severance payment received under this Section 12 shall be Employee's sole and exclusive remedy for any and all claims for damages related to his employment pursuant to this Agreement. 12.3 Termination for Cause. If Employee is terminated for cause, then employee shall not be entitled to any severance benefits. Termination shall be for "cause", for the purpose of this paragraph, shall mean if Employee: (i) acts in bad faith and to the detriment of the City; (ii) refuses or fails to act in accordance with any specific direction or order of the City Council; (iii) exhibits misconduct or dishonesty in regard to his employment; or (iv) is convicted of a misdemeanor or felony crime, including but not limited to, crimes involving moral turpitude as defined by relevant case law substantially related to the functions and duties of the City Manager. "Cause" shall include, but not be limited to, theft, embezzlement, unlawful discrimination, commission of a felony, gross insubordination to the City Council, willful destruction of property, material dishonesty, repeated unexcused absences, or any other significant acts or omissions determined by the City Council to render the Employee unfit to continue his Employment with the City; willful unauthorized taking of City funds or property, failure to carry out the primary duties and responsibilities of his position for a period in excess of 30 days (but excluding time periods when Employee is disabled or on authorized leave) death, conviction of a felony, or gross misconduct. 12.3.1 - Removal for Cause The following are examples of the causes for which Employee may be disciplined or discharged: (a) Immoral or unprofessional conduct. (b) Terrorizing or terrorism as declared by Penal Code section 11410 et seq. (c) Dishonesty. (d) Incompetency. (e) Evident unfitness for service. (f) Physical or mental condition unfitting him or his to handle the affairs of the City. (g) Persistent violation of or refusal to obey the laws of the state or the City. (h) Conviction of a felony or of .any crime involving moral turpitude. 12.4 Resignation. If Employee desires to resign his position, he will provide the City Council with at least sixty (60) calendar days notice, in writing. In the event Employee resigns from his employment with City, the Employee shall not be entitled to any severance pay. 12.5 Termination in Proximity to an Election The City Council shall not issue notice of termination, reduce Employee's salary or benefits or actually terminate Employee during or within sixty (60) days before or sixty (60) days after the date of a regularly scheduled municipal election at which members of the City Council are elected. Notwithstanding the foregoing, the City retains it authority to terminate for cause as explicitly provided for in Section 12.3 herein. 13. General Provisions. 13.1 This Agreement supersedes any and all other agreements, either oral or written, between the parties hereto with respect to the employment of Employee by the City and contains all of the covenants and agreements between the parties with respect to the employment of Employee by the City. 13.2 Each party agrees and acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein and that any agreement, statement, or promise not contained in this Agreement shall not be valid or binding on either party. 13.3 Any modification of this Agreement will be effective only if made in writing and signed by both the Employee and the City after approval by the City Council. 13.4 If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way. 13.5 This Agreement shall be governed by and construed in accordance with the law of the State of California. 13.6 This Agreement shall be construed as a whole, according to its fair meaning, and not in favor or against any party. By way of example and not in limitation, this Agreement shall not be construed in favor of the party receiving a benefit nor against the party responsible for any particular language in this Agreement. 13.7 Employee acknowledges that he has had an opportunity to consult legal counsel in regard to this Agreement, that he has read and understands this Agreement, that he is fully aware of its legal effect, and that he has entered into it freely and voluntarily and based on his own judgment and not on any representations or promises other than those contained in this Agreement. [SIGNATURES ON FOLLOWING PAGE] IN WITNESS WHEREOF, the parties have executed this Agreement on the 60' day of October, 2008. EMPLOYEE/CITY MANAGER Francis M. Delach CITY OF AZUSA Joseph R. Rocha Mayor ATTEST: Vera Mendoza City Clerk C/o of N �'Au�oarr'. CONSENT CALENDAR TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: TITO HAES, PUBLIC WORKS DIRECTOWASSISTANT CITY MANAGER VIA: F.M. DELACH, CITY MANAGER DATE: OCTOBER 6`h, 2008 / ' SUBJECT: AWARD OF CONTRACT — RESURFACING OF THE MEMORIAL PARK PARKING LOT RECOMMENDATION Staff recommends that the City Council award a contract to Vulcan Materials Company in the amount of$29,463.30 for the resurfacing of the Memorial Park parking lot. BACKGROUND Vulcan Materials Company approached the City of Azusa with a new paving `warm-mix' product that has reduced carbon emissions. This environmentally friendly material, is only available from two different vendors in the region, Vulcan being one. Vulcan expressed interested in installing the product within the City and is offering the paving and workmanship (2" grind and overlay) at cost. Staff selected the Memorial Park parking lot as a site for the use of this new paving product. The 36,000 sq. ft. parking lot is in disrepair and needs improvement. The following 2 bids were received: Vulcan Materials Company: $29,463.30 All-American Paving: $76,680.00 If standard asphalt pavement is used, the cost is approximately $75,000 based on Sully Miller's, the current contractor on the Pavement Management Project, pricing as a stand alone project. Given the pricing above, the cost savings is substantial. In addition, this is an opportunity for Azusa to be more environmentally friendly and reduce the City's carbon footprint. The standard 1-year warranty on materials and workmanship is included. Once the parking lot is resurfaced is completed, Public Works staff will re-stripe the parking lot. L FISCAL IMPACT Because this project was not included in the adopted FY 08109 CIP, the City Council has the following options: 1) approve a budget amendment to complete the project in the current fiscal year 2) include the project in a future fiscal year, or 3) not complete the project. However funds are available in the General Fund Reserve. Staff requests the City Council approve a budget amendment in the amount of$29,463.30 to cover the cost of the project. JOE e C'9<IFOR��A . JOINT CITY/AGENCY AGENDA ITEM TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL/HONORABLE CHAIRPERSON AND MEMBERS OF THE REDEVELOPMENT AGENCY BOARD FROM: KURT E. CHRISTIANSEN, ECONOMIC/COMMUNITY DEVELOPMENT DIRECTOR VIA: F.M. DELACH, CITY MANAGERI�I'IA%t/ DATE: OCTOBER 6, 2008 llI'���• SUBJECT: CONSIDERATION OF TWO FURNITURE, FIXTURE & EQUIPMENT LOANS: NANA'S CREAMERY AND BAMBINO'S PIZZERIA; AND TWO ECONOMIC DEVELOPMENT PROGRAM LOANS: BAMBINO'S PIZZERIA AND CANYON CITY BBQ. CONSIDERATION OF ECONOMIC DEVELOPMENT PROGRAM GUIDELINE MODIFICATIONS. RECOMMENDATION It is recommended that the Redevelopment Agency Board("Agency")approve: (1)a$28,000 Furniture,Fixture and Equipment Loan("FF&E")for Nana's Creamery("Nana's"),and(2)a$35,000 FF&E loan for Bambino's Pizzeria ("Bambino's), subject to Bambino's securing a direct lease with the property owners. It is also recommended that the City Council of the City of Azusa ("City Council") approve: (1) a $35,000 Economic Development Program Loan("EDLP")for Bambino's,subject to Bambino's securing a direct lease with the property owners,(2)a$35,000 EDLP loan for Canyon City BBQ("Canyon BBQ"),and 3)modifications to the employment requirement for EDLP participants from a three year period to a one year period. It is further recommended that the Agency and the City Council authorize the City Manager to execute all required FF&E and EDLP loan documents, which are attached hereto as Exhibits A-E. EXECUTIVE SUMMARY Approval of recommended actions will result in loan approvals and fund disbursements as follows: A)$70,000 Bambino's B)$28,000 Nana's C)$35,000 Canyon BBQ The FF&E loans will enable Bambino's and Nana's to procure needed equipment, while the EDLP loans will provide Canyon BBQ and Bambino's with working capital. Both Bambino's and Canyon BBQ will each retain one MI-time equivalent position for an individual from a low-and moderate-income household in connection with their EDLP loan. The loan applicants represent flourishing businesses, which bring vitality and commerce to Azusa. Joint City and Agency October 6,2008 EDLP and FF&E Loans Page 2 of 4 BACKGROUND The Economic Development Loan Program The EDLP was adopted by the City Council with the approval of Resolution No. 07-C73 on August 6, 2007. The loan program was designed to create and retain jobs for individuals from low- and moderate-income households while encouraging the development of new retail businesses, full service restaurants and the retention of existing businesses within the EDLP Downtown Azusa Target Area. The program is funded through the Community Development Block Grant("CDBG")program and all applicants must comply with all applicable US Department of Housing and Urban Development ("HUD"), County of Los Angeles, and EDLP regulations. Applications are reviewed and approved on a first-come first-serve basis. On October 15, 2007 the City Council amended the program guidelines to expand the geographic boundary of the Downtown Azusa Target Area, expand the eligible business types, and make accommodations for businesses that were not fully operational. Currently, the program guidelines require businesses to meet federal reporting guidelines validating that the employee(s)hired via this program meet the low-and moderate-income levels. These guidelines are very detailed and require a great deal of time and paperwork. As small businesses,this creates an unnecessary hardship for them. As a result, staff proposes that the City Council change the employment requirement from three years to one year. The proposed modified program guidelines are attached hereto as Exhibit F. The Applicants Bambino's Ms. Sara Angulo has owned Bambino's since 2005,and has extensive knowledge and experience in the restaurant business. Bambino's currently serves pizza and a wide array of Italian dishes. Her objective is to expand the menu, enhance the dining room and increase the seating capacity. Ms. Angulo, however, currently subleases her locale and it is recommended that both loan approvals be contingent on her securing a five year lease directly with the property owner. Bambino's is strategically located in downtown Azusa,which is currently undergoing a significant renaissance. Three major restaurants have opened in downtown in the last two years, Il Forno, La Tolieca and Max's. Clustering high-quality and diverse eateries in an area is synergistic and improves foot traffic. The funds provided by both the EDLP and FFE loans would enable Bambino's to significantly redesign and revamp its business into one that contributes more positively towards the redevelopment trend currently underway in downtown. Analysis of Proposal A total project budget of$70,000 is estimated, with $35,000 required for equipment and $35,000 for working capital. On September 8,2008 the Economic Development Loan Committee("EDLC")conveyed and reviewed the EDLP loan application for Bambino's and voted unanimously to approve an EDLP loan in the amount of$35,000 for working capital. The committee determined that in an effort to complete its project budget, Bambino's would have to lay-off one full-time employee and redirect those resources to the renovation efforts. Therefore, an EDLP loan will enable Bambino's to retain one full-time job position. In addition, Tierra West Advisors("Tierra West") analyzed Bambino's financials and determined that the business does not generate sufficient disposable income,and thus is in need of additional financing, in form of an Agency FF&E loan,in the amount of$35,000,to complete its project (See Table 1 below). Joint City and Agency October 6,2008 EDLP and FF&E Loans Page 3 of 4 Table 1. Bambino's Project Budget Reach-in Freezer $ 3,634 Gas Pizza Oven $ 6,495 Undercounter Refrigerators $ 6,126 Ice Machine $ 3,279 60" 6 Burner Econoline Range $ 3,712 TVs $ 2,598 Cheesemelter Broiler $ 1,732 35 lb Fryer $ 908 Manual 12" Slicer $ 1,039 Countertop Pasta Cooker $ 985 Shelving Kit $ 150 Wire Bun Rack $ 250 AirConditioner Upgrade $ 1,500 8% Contingency $ 2,593 Equipment Total: $ 35,000 Working Captial: $35,000 Project Total: $ 70,000 Terms of the Loans The EDLP proceeds will be used for working capital,while the FF&E loan proceeds will be used to purchase new refrigerators, a commercial grade kitchen prep table, a counter/beverage bar, televisions, and upgrade the air conditioning unit. The FF&E loan shall be secured by a first deed of trust on the leasehold and by a grant of security interest in the furnishings, fixtures and equipment purchased by the borrower, along with a UCC filing. At the conclusion of the fifth year of operation, the FF&E loan will be cancelled and discharged. Loan proceeds will be prepared as two-party checks payable to the borrower and its vendors. The EDLP loanwill be discharged after three years, and Bambinos will retain one full-time job equivalent position for an individual from a low-and moderate income household, as required by program guidelines. Nana's Nana's, owned and operated by Carmen and John Eckert for the past nine years, provides high quality ice cream gelato,ice cream cakes, smoothies and dessert catering for the Azusa community. It is located at 505 North Azusa Avenue, adjacent to the recently remodeled La Tolteca Restaurant. In addition to being the City's premier ice creamery destination, it employs numerous Azusa Pacific University students. Nana's ice cream has garnered several L.A. County Fair Blue Ribbon awards over the last years. Mr. and Mrs. Eckert own the property which houses their business. Analysis of Proposal Tierra West analyzed Nana's financials and determined that the business does not generate sufficient disposable income, and thus is in need of an EDLP loan in the amount of$28,000, to procure the needed equipment. Joint City and Agency October 6,2008 EDLP and FF&E Loans Page 4 of 4 Terms of the Loan Nana's requested a $28,000 FF&E loan to procure a freezer and a display case to replace its outdated and worn equipment. The FF&E loan shall be secured by a first deed of trust on the leasehold and by a grant of security interest in the furnishings, fixtures and equipment purchased by the borrower, along with a UCC filing. At the conclusion of the fifth year of operation,the loan will be cancelled and discharged. Loan proceeds will be prepared as two-party checks payable to the borrower and its vendors. Canyon BBQ Lana and Don Hiti have owned and operated Canyon BBQ, a traditional southern style"slow cooked"pit barbeque restaurant, since 2003. The restaurant offers a full range ofbarbeque dishes,as well as take-out and catering service for both the residents and businesses of Azusa. The Hitis are planning to expand their seating capacity to meet increased customer demand. The expansion efforts will undoubtedly place a financial burden on the business,and are requesting an EDLP loan to assist them with working capital. Canyon BBQ has a five year building lease with a renewal option. Analysis of Proposal On September 8,2008 the Economic Development Loan Committee("EDLC")conveyed and reviewed the EDLP loan application for Canyon BBQ and voted unanimously to approve a loan in the amount of$35,000 for working capital. The committee determined that in an effort to complete its project budget,Canyon BBQ would have to lay- off one full-time employee and redirect those resources to the renovation efforts. Therefore, an EDLP loan will enable Canyon BBQ to retain one full-time job position. Tierra West analyzed Canyon BBQ's financials and determined that the business does not generate sufficient disposable income,and thus is in need of an EDLP loan in the amount of$35,000 to complete its project. Terms of the Loans Canyon BBQ requested a$35,000 EDLP loan for working capital. At the conclusion of the third year of operation, the loan will be cancelled and discharged. As required by the EDLP guidelines, Canyon BBQ will retain one full- time job equivalent position for an individual from a low-and moderate income household for a period of three years. FISCAL IMPACT Funds for the recommended loans were budgeted in the 2008-2009 fiscal year budget. Attachments: Exhibit A: FF&E Loan Agreements Exhibit B: FF&E Secured Promissory Notes Exhibit C: FF&E Leasehold Deeds of Trusts Exhibit D: FF&E Security Agreements Exhibit E: EDLP Loan Agreements Exhibit F: Amended EDLP Guidelines Exhibit A LOAN AGREEMENT This LOAN AGREEMENT("Agreement")is made effective as of October 2008,by and between SARA ANGULO("Borrower"),and AZUSA REDEVELOPMENT AGENCY,a California public agency ("Lender"). RECITALS A. Borrower has requested that Lender make a loan to Borrower to finance the purchase and/or leasing of furniture,fixtures and equipment("FF&E")necessary for the operation of an Italian restaurant("Business")to be located at the certain property located at 627 NORTH AZUSA AVENUE, City of Azusa, County of Los Angeles, California. B. Borrower,contemporaneously with entering into this Agreement,is entering into an agreement with the owner of the property to lease the location for the proposed restaurant at the site. Borrower's interest under such lease agreement is referred to hereunder as the"Leasehold." C. Lender is willing to make such loan pursuant to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, conditions, and promises set forth herein,the parties hereto agree as follows: 1. Terms of Loan. Subject to the fulfillment of Lender's funding contingencies as set forth in Section 4, Lender shall advance to Borrower an amount(the"Loan")not to exceed Thirty- Five Thousand and No/100 Dollars ($35,000.00). The disbursement of the Loan funds maybe in such periodic disbursements and in the form,including two-party drafts payable to Borrower and its vendors, as the Lender may elect in its reasonable discretion. The outstanding balance of the Loan shall accrue interest at a rate per annum equivalent to the prevailing prime rate plus two percent (2%), adjusted annually on the anniversary date of the promissory note evidencing the Loan. The prevailing prime rate shall be the prime rate published in the print edition of the Wall Street Journal, which as of the date of this Agreement is five percent (5%). Provided Borrower maintains and operates the Business to the reasonable satisfaction of Lender during all of the term hereof("Term"), and in consideration of the public benefit received by Lender,Borrower shall not be required to make any payments to Lender during the Term and the entire unpaid balance of the Loan and accrued interest thereon shall be canceled and discharged on the Loan's maturity date, which shall be October , 2013. In the event Borrower ceases to maintain and operate the Business to the reasonable satisfaction of Lender prior to the expiration of the Term,such event shall be an"Event of Default" under the Note (defined following) and Lender may, at Lender's option, declare the Note and the entire indebtedness thereby evidenced to be immediately due and payable,regardless of the maturity date. Borrower shall execute a promissory note to evidence the Loan in the form attached hereto as Exhibit A("Note") and incorporated herein by reference. 2. Securi . Borrower's obligations under the Loan and the Note shall be secured by a first deed of trust on the Leasehold in the form attached hereto as Exhibit B and incorporated herein by reference(the"Deed of Trust"). Borrower's obligations under the Loan and Note shall be secured EXHIBIT.A further by the grant of a security interest in the FF&E purchased by Borrower pursuant to a security agreement("Security Agreement") in the form attached hereto as Exhibit C,which security interest shall be perfected by the filing of a UCC Financing Statement (form UCC-1). 3. Further Assurances. Borrower shall, at Borrower's own cost and expense, execute and deliver such further documents and instruments and take such other actions as may be reasonably required or appropriate to evidence or carry out the intent and purposes of this Agreement, including, without limitation, cooperating in good faith to sell the Borrower's Alcoholic Beverage Control license to any party Lender approves to succeed to Borrower's interest in the Leasehold upon the occurrence of an Event of Default. Borrower shall, at Borrower's own cost and expense, remove any and all graffiti from the premises within 24 hours of vandalism; a$100 fine will be assessed for non-compliance. Borrower shall comply with all sign requirements stipulated in Azusa's Site Development Code, Amended August 7, 2006, Chapter 88.38 Signs. 4. Funding Contingencies. Lender's obligation to fund the Loan shall be contingent upon the fulfillment of the following contingencies,all to Lender's sole and absolute satisfaction,on or before October 6,'2008: (a) Borrower shall have delivered to Lender an original executed copy of the Note, the Deed of Trust and the Security Agreement; and (b) Borrower shall have delivered to Lender a copy of the executed lease creating the Leasehold and a schedule describing the FF&E to be acquired, including the estimated cost thereof. (c) Borrower shall have delivered to Lender a copy of evidence of insurance for both the property in which the business will be located, and business insurance. 5. Severability. The unenforceability or invalidity of any provision or provisions of this Agreement as to any persons or circumstances shall not render that provision or those provisions unenforceable or invalid as to any other persons or circumstances, and all provisions hereof, in all other respects, shall remain valid and enforceable. 6. Binding Effect Inurement. This Agreement shall bind Borrower and its successors and assigns and the benefits hereof shall inure to Lender and Lender's successors and assigns. 7. Governing Law- Jurisdiction. This Agreement shall be governed by and construed exclusively in accordance with the internal substantive laws of the State of California. The parties hereto consent to the exclusive jurisdiction of the state courts sitting in the County of Los Angeles, California, for any action or proceeding arising under this Agreement or the Loan. 8. Attomeys'Fees. Borrower agrees to pay the following costs,expenses,and attorneys' fees paid or incurred by the Lender or adjudged by a Court: (i)reasonable costs of collection,costs, expenses,and attorneys'fees paid or incurred in connection with the collection or enforcement of the Loan, whether or not suit is filed; and(ii) costs of such sum as the Court may adjudge as attorneys' fees in an action to enforce payment of this note or any part of it. In the event Lender brings an action under this Agreement in which Borrower is the prevailing party,Borrower shall be entitled to its reasonable attorney's fees and costs. EXHIBIT A s„ IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date first written above. BORROWER: By: Name: Sara Angulo LENDER: AZUSA REDEVELOPMENT AGENCY a California public agency By: F.M. Delach Executive Director ATTEST: Agency Secretary APPROVED AS TO LEGAL FORM: BEST BEST & KRIEGER LLP Agency Counsel EXHIBIT A EXHIBIT A TO LOAN AGREEMENT PROMISSORY NOTE [To Be Attached] EXHIBIT A EXHIBIT B TO LOAN AGREEMENT DEED OF TRUST [To Be Attached] EXHIBIT B EXHIBIT C TO LOAN AGREEMENT SECURITY AGREEMENT [To Be Attached] EXHIBIT C r Exhibit A LOAN AGREEMENT This LOAN AGREEMENT("Agreement")is made effective as of October 1,2008,by and between CARMEN AND JOHN ECKERT (`Borrower"), and AZUSA REDEVELOPMENT AGENCY, a California public agency("Lender"). RECITALS A. Borrower has requested that Lender make a loan to Borrower to finance the purchase and/or leasing of furniture,fixtures and equipment("FF&E")necessary for the operation of an ice cream shop ("Business")to be located at the certain property located at 505 NORTH AZUSA AVENUE, City of Azusa, County of Los Angeles, California. B. Borrower,contemporaneously with entering into this Agreement,is entering into an agreement with the owner of the property to lease the location for the proposed restaurant at the site. Borrower's interest under such lease agreement is referred to hereunder as the "Leasehold." C. Lender is willing to make such loan pursuant to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, conditions, and promises set forth herein, the parties hereto agree as follows: 1. Terms of Loan. Subject to the fulfillment of Lender's funding contingencies as set forth in Section 4,Lender shall advance to Borrower an amount(the"Loan")not to exceed Twenty- Eight Thousand and No/100 Dollars ($28,000.00). The disbursement of the Loan funds maybe in such periodic disbursements and in the form,including two-party drafts payable to Borrower and its vendors, as the Lender may elect in its reasonable discretion. The outstanding balance of the Loan shall accrue interest at a rate per annum equivalent to the prevailing prime rate plus two percent (2%), adjusted annually on the anniversary date of the promissory note evidencing the Loan. The prevailing prime rate shall be the prime rate published in the print edition of the Wall Street Journal, which as of the date of this Agreement is five percent(5.00%). Provided Borrower maintains and operates the Business to the reasonable satisfaction of Lender during all of the term hereof("Term"), and in consideration of the public benefit received by Lender,Borrower shall not be required to make any payments to Lender during the Term and the entire unpaid balance of the Loan and accrued interest thereon shall be canceled and discharged on the Loan's maturity date,which shall be October _, 2013. In the event Borrower ceases to maintain and operate the Business to the reasonable satisfaction of Lender prior to the expiration of the Term, such event shall be an"Event of Default" under the Note (defined following) and Lender may, at Lender's option, declare the Note and the entire indebtedness thereby evidenced to be immediately due and payable,regardless of the maturity date. Borrower shall execute a promissory note to evidence the Loan in the form attached hereto as Exhibit A ("Note") and incorporated herein by reference. 2. Securi . Borrower's obligations under the Loan and the Note shall be secured by a first deed of trust on the Leasehold in the form attached hereto as Exhibit B and incorporated herein by reference(the"Deed of Trust"). Borrower's obligations under the Loan and Note shall be secured EXHIBIT A further by the grant of a security interest in the FF&E purchased by Borrower pursuant to a security agreement("Security Agreement") in the form attached hereto as Exhibit C,which security interest shall be perfected by the filing of a UCC Financing Statement(form UCC-1). 3. Further Assurances. Borrower shall, at Borrower's own cost and expense, execute and deliver such further documents and instruments and take such other actions as may be reasonably" required or appropriate to evidence or carry out the intent and purposes of this Agreement, including, without limitation, cooperating in good faith to sell the Borrower's Alcoholic Beverage Control license to any party Lender approves to succeed to Borrower's interest in the Leasehold upon the occurrence of an Event of Default. Borrower shall, at Borrower's own cost and expense, remove any and all graffiti from the premises within 24 hours of vandalism; a $100 fine will be assessed for non-compliance. Borrower shall comply with all sign requirements stipulated in Azusa's Site Development Code, Amended August 7, 2006, Chapter 88.38 Signs. 4. Funding Contingencies. Lender's obligation to fund the Loan shall be contingent upon the fulfillment of the following contingencies,all to Lender's sole and absolute satisfaction,on or before October 6, 2008: (a) Borrower shall have delivered to Lender an original executed copy of the Note, the Deed of Trust and the Security Agreement; and (b) Borrower shall have delivered to Lender a copy of the executed lease creating the Leasehold and a schedule describing the FF&E to be acquired, including the estimated cost thereof. (c) Borrower shall have delivered to Lender a copy of evidence of insurance for both the property in which the business will be located, and business insurance. 5. Severabilitv. The unenforceability or invalidity of any provision or provisions of this Agreement as to any persons or circumstances shall not render that provision or those provisions unenforceable or invalid as to any other persons or circumstances, and all provisions hereof, in all other respects, shall remain valid and enforceable. 6. Binding Effect Inurement. This Agreement shall bind Borrower and its successors and assigns and the benefits hereof shall inure to Lender and Lender's successors and assigns. 7. Governing Law: Jurisdiction. This Agreement shall be governed by and construed exclusively in accordance with the internal substantive laws of the State of California. The parties hereto consent to the exclusive jurisdiction of the state courts sitting in the County of Los Angeles, California, for any action or proceeding arising under this Agreement or the Loan. 8. Attorneys'Fees. Borrower agrees to pay the following costs,expenses,and attorneys' fees paid or incurred by the Lender or adjudged by a Court: (i)reasonable costs of collection, costs, expenses,and attorneys'fees paid or incurred in connection with the collection or enforcement of the Loan, whether or not suit is filed; and(ii) costs of such sum as the Court may adjudge as attorneys' fees in an action to enforce payment of this note or any part of it. In the event Lender brings an action under this Agreement in which Borrower is the prevailing party,Borrower shall be entitled to its reasonable attorney's fees and costs. EXHIBIT A IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date first written above. BORROWER: By: Name: Carmen Eckert BORROWER: By: Name: Carmen Eckert LENDER: AZUSA REDEVELOPMENT AGENCY a California public agency By: F.M. Delach Executive Director ATTEST: Agency Secretary APPROVED AS TO LEGAL FORM: BEST BEST & KRIEGER LLP Agency Counsel EXHIBIT A EXHIBIT A . TO LOAN AGREEMENT PROMISSORY NOTE [To Be Attached] EXHIBIT A J EXHIBIT B TO LOAN AGREEMENT DEED OF TRUST ITo Be Attached] EXHIBIT B EXHIBIT C TO LOAN AGREEMENT SECURITY AGREEMENT [To Be Attached] EXHIBIT C Exhibit B DO NOT DESTROY THIS NOTE: When paid, this Note and the Deed of Trust securing same must be surrendered to Trustee for cancellation before reconveyance will be made. SECURED PROMISSORY NOTE $35,000.00 Azusa, California October 2008 FOR VALUE RECEIVED, Sara Angulo, individual ("Maker"), promises to pay to REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, a California public agency ("Holder"), or order, at such place as Holder may from time to time designate by written notice to Maker, the principal sum of Thirty-Five Thousand and No/100 Dollars ($35,000.00), together with interest thereon accruing from the date of each disbursement under this Note and thereafter at a rate per annum equivalent to the prevailing prime rate plus two percent(2%), adjusted annually on the anniversary date of this Note. The prevailing prime rate shall be the prime rate published in the print edition of the Wall Street Journal, which as of the date of this Note is five percent (5.0%). Principal and interest will be due and payable in lawful money of the United States of America without set-off, deduction, or counterclaim, except as provided herein. 1. Term. The term ("Term") of this Note shall expire on the Maturity Date, defined below, and all amounts outstanding pursuant to the terms of this Note shall be due and payable, as provided under Section 2 hereof, at the end of the Term. 2. Payments. During the Term, Maker shall not make any payments of principal or interest to Holder. The entire unpaid principal balance of this Note, together with interest accrued thereon, shall be fully due and payable October 2013 ("Maturity Date"); provided, however, if Maker maintains and operates the Business (defined below) to the reasonable satisfaction of the Holder during all of the Term(and is otherwise not in default under the terms and conditions hereof), and in recognition of the public benefit received by Holder, the entire unpaid principal balance of this Note, together with interest accrued thereon, shall be canceled and discharged. 3. Prepayment. Maker shall have the right to prepay any amount owing under this Note, in whole or in part,without penalty. 4. Waiver. Maker waives presentment, protest, notice of dishonor and non-payment. 5. Security. Maker has executed that certain Security Agreement of even date herewith, attached hereto as Exhibit A, pursuant to which Maker grants to Holder a continuing security interest in the furniture, fixtures, and equipment of Maker's Italian restaurant business ("Business"), located at 627 North Azusa Avenue, Azusa, California, in order to secure prompt payment and performance of Maker's obligation under this Note. This Note is also secured by that certain Leasehold Deed of Trust of even date herewith, attached hereto as Exhibit B. 6. Acceleration of Note. Should an event of default (defined below) occur, then and in any such event, Holder may, at Holder's option, declare this Note and the entire indebtedness hereby evidenced to be immediately due and payable,regardless of the Maturity Date. 7. Indemnity. Maker agrees to indemnify Holder and to hold Holder and Holder's successors and assigns harmless from and against any and all claims, demands, costs, liabilities and obligations of any kind or nature arising out of any default hereunder, including without limitation all -1- } sL costs of collection, including reasonable attorneys' fees and all costs of suit, in the event the unpaid principal sum of this Note and/or any interest thereon is not paid when due. 8. Interest Rate on Remaining Amount. Following the maturity of the indebtedness evidenced hereby, whether by acceleration or otherwise, any amount remaining unpaid to Holder, together with unpaid interest on such unpaid amounts, shall thereafter bear interest at the rate of ten percent(10%)per annum. 9. Events of Default. The occurrence of any of the following events shall be an event of default hereunder: (i) Maker's ceasing to maintain and operate the Business to the reasonable satisfaction of Holder at any time prior to the Maturity Date; (ii) the failure of Maker to make payment in full of the unpaid principal and interest thereon on or before the Maturity Date; (iii) the making of any general arrangement or assignment for the benefit of creditors; (iv)becoming a"debtor" as defined in 11 U.S.C. § 101 or any successor statute thereto; (v) the appointment of a trustee or receiver to take possession of substantially all of Maker's assets; or(vi) the attachment, execution or other judicial seizure of substantially all of Maker's assets. If any provision of this Section 9 is contrary to applicable law, such provision shall be of no force or effect and shall not affect the validity of the other provisions, which shall remain in full force and effect. 10. Severability. The unenforceability or invalidity of any provision or provisions of this Note as to any persons or circumstances shall not render that provision or those provisions unenforceable or invalid as to any other persons or circumstances, and all provisions hereof, in all other respects, shall remain valid and enforceable. 11. Binding Effect: Inurement. This Note shall bind Maker and its successors and assigns and the benefits hereof shall inure to Holder and Holder's successors and assigns. 12. Governing Law and Jurisdiction. The enforcement and interpretation of this Note shall be governed exclusively by the laws of the State of California without regard to its choice of law rules (or those of any state) and regardless of which state's law would govern, if at all, otherwise. Maker consents to the exclusive jurisdiction of the federal or state courts sitting in the City of Los Angeles, California, for any action or proceeding to enforce or interpret the terms of this Note. 13. Time of the Essence. Time is of the essence of this Note. MAKER: By: Name: Sara Angulo 2- EXIMIT A SecurityAgreement [See attached] EXHIBIT A f bar a y EXIT B Leasehold Deed of Trust [See attached] EXHIBIT B =A Exhibit B DO NOT DESTROY THIS NOTE: When paid, this Note and the Deed of Trust securing same must be surrendered to Trustee for cancellation before reconveyance will be made. SECURED PROMISSORY NOTE $28,000.00 Azusa, California October 1, 2008 FOR VALUE RECEIVED, Carmen & John Eckert, individuals ("Maker"), promises to pay to REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, a California public agency ("Holder"), or order, at such place as Holder may from time to time designate by written notice to Maker, the principal sum of Twenty-Eight Thousand and No/100 Dollars ($28,000.00), together with interest thereon accruing from the date of each disbursement under this Note and thereafter at a rate per annum equivalent to the prevailing prime rate plus two percent(2%), adjusted annually on the anniversary date of this Note. The prevailing prime rate shall be the prime rate published in the print edition of the Wall Street Journal, which as of the date of this Note is five percent (5.0%). Principal and interest will be due and payable in lawful money of the United States of America without set-off, deduction, or counterclaim, except as provided herein. 1. Term. The term("Term") of this Note shall expire on the Maturity Date, defined below, and all amounts outstanding pursuant to the terms of this Note shall be due and payable, as provided under Section 2 hereof, at the end of the Term. 2. Payments. During the Term, Maker shall not make any payments of principal or interest to Holder. The entire unpaid principal balance of this Note, together with interest accrued thereon, shall be fully due and payable October 1, 2013 ("Maturity Date"); provided, however if Maker maintains and operates the Business (defined below) to the reasonable satisfaction of the Holder during all of the Term(and is otherwise not in default under the terms and conditions hereof), and in recognition of the public benefit received by Holder, the entire unpaid principal balance of this Note, together with interest accrued thereon, shall be canceled and discharged. 3. Prepayment. Maker shall have the right to prepay any amount owing under this Note, in whole or in part, without penalty. 4. Waiver. Maker waives presentment, protest, notice of dishonor and non-payment. 5. Security. Maker has executed that certain Security Agreement of even date herewith, attached hereto as Exhibit A, pursuant to which Maker grants to Holder a continuing security interest in the furniture, fixtures, and equipment of Maker's ice creamery shop ("Business") located at 505 North Azusa Avenue , Azusa, California, in order to secure prompt payment and performance of Maker's obligation under this Note. This Note is also secured by that certain Leasehold Deed of Trust of even date herewith, attached hereto as Exhibit B. 6. Acceleration of Note. Should an event of default(defined below) occur, then and in any such event, Holder may, at Holder's option, declare this Note and the entire indebtedness hereby evidenced to be immediately due and payable,regardless of the Maturity Date. 7. Indemnity. Maker agrees to indemnify Holder and to hold Holder and Holder's successors and assigns harmless from and against any and all claims, demands, costs, liabilities and obligations of any kind or nature arising out of any default hereunder, including without limitation all -I_ costs of collection, including reasonable attorneys' fees and all costs of suit, in the event the unpaid principal sum of this Note and/or any interest thereon is not paid when due. 8. Interest Rate on Remaining Amount. Following the maturity of the indebtedness evidenced hereby, whether by acceleration or otherwise, any amount remaining unpaid to Holder, together with unpaid interest on such unpaid amounts, shall thereafter bear interest at the rate of ten percent(10%)per annum. 9. Events of Default. The occurrence of any of the following events shall be an event of default hereunder: (i) Maker's ceasing to maintain and operate the Business to the reasonable satisfaction of Holder at any time prior to the Maturity Date; (ii)the failure of Maker to make payment in full of the unpaid principal and interest thereon on or before the Maturity Date; (iii) the making of any general arrangement or assignment for the benefit of creditors; (iv)becoming a "debtor" as defined in 11 U.S.C. § 101 or any successor statute thereto; (v) the appointment of a trustee or receiver to take possession of substantially all of Maker's assets; or(vi)the attachment, execution or other judicial seizure of substantially all of Maker's assets. If any provision of this Section 9 is contrary to applicable law, such provision shall be of no force or effect and shall not affect the validity of the other provisions, which shall remain in full force and effect. 10. Severabilitv. The unenforceability or invalidity of any provision or provisions of this Note as to any persons or circumstances shall not render that provision or those provisions unenforceable or invalid as to any other persons or circumstances, and all provisions hereof, in all other respects, shall remain valid and enforceable. 11. Binding Effect; Inurement. This Note shall bind Maker and its successors and assigns and the benefits hereof shall inure to Holder and Holder's successors and assigns. 12. Governing Law and Jurisdiction. The enforcement and interpretation of this Note shall be governed exclusively by the laws of the State of California without regard to its choice of law rules (or those of any state) and regardless of which state's law would govern, if at all; otherwise. Maker consents to the exclusive jurisdiction of the federal or state courts sitting in the City of Los Angeles, California, for any action or proceeding to enforce or interpret the terms of this Note. 13. Time of the Essence. Time is of the essence of this Note. MAKER: By: Name: Carmen Eckert MAKER: By: Name: John Eckert 2 EXHIBIT A Security Agreement [See attached] EXHIBIT A EXHIBIT B Leasehold Deed of Trust [See attached] EXH1131T B 4 t Exhibit C RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) REDEVELOPMENT AGENCY OF THE ) CITY OF AZUSA ) 213 East Foothill Boulevard ) Azusa, CA 91702-1395 ) Attn: Executive Director ) Exempt from Recording Fee per Government Code§27383 Space above for Recorder's Use LEASEHOLD DEED OF TRUST WITH ASSIGNMENT OF RENTS AND FIXTURE FILING The parties to this Leasehold Deed of Trust With Assignment of Rents, and Fixture Filing (this "Deed of Trust"), made as of October _, 2008, are SARA ANGULO, ("Trustor"), LANDAMERICA TITLE as trustee ("Trustee'.'), and REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, a California public agency, as beneficiary and secured parry ("Beneficiary"). 1. Grant in Trust and Secured Obligations. 1.1 Grant in Trust. For the purpose of securing payment and performance of the Secured Obligations defined and described in Section 1.2, Trustor hereby irrevocably and unconditionally grants, conveys, transfers and assigns to Trustee, in trust for the benefit of Beneficiary, with power of sale and right of entry and possession, all estate, right, title and interest which Trustor now has or may later acquire in and to the following property (all or any part of such property, or any interest in all or any part of it, together with the Personality (as hereinafter defined) being hereinafter collectively referred to as the "Property"): (a) All present and future leasehold estate, right, title and interest of Trustor in and to that certain real property in the County of Los Angeles, State of California, more particularly described in Exhibit A attached hereto and incorporated herein by reference (the "Land"), including but not limited to said leasehold estate, right, title and interest having been created by that certain lease by and between Trustor and Beneficiary, together with all currently existing and hereafter arising amendments, modifications, renewals, extensions and replacements thereof) ("Leasehold"), together with any and all other further or additional title, estates, interests or rights which may at any time be acquired by Trustor in or to the Land (Trustor hereby expressly agreeing that if Trustor shall, at any time prior to payment in full of all indebtedness secured hereby, acquire fee title or any other greater estate to the Land, the lien of this Deed of Trust shall automatically attach, extend to, cover and be a lien upon such fee simple title or other greater estate); _1_ . (b) All right, title and interest of Trustor in and to all options to purchase or lease the Land (as hereinafter defined), or any portion thereof or interest therein of any kind, and any rights of first refusal or first offer, privileges and other benefits of Trustor under the lease described above or pertaining to the Land; (c) All Fixtures (as that term is hereinafter defined); and (d) All additions and accretions to, substitutions and replacements for, and changes in, any of the property described above. 1.2 Secured Obligations. Trustor makes the grant, conveyance, transfer and assignment set forth in Section 1.1 and grants the security interest set forth in Section 3, all for the purpose of securing the following obligations in any order of priority that Beneficiary may choose (collectively, the "Secured Obligations;"individually, a"Secured Obligation"): (a) Payment of all obligations at any time owing under a promissory note (the "Note") of even date herewith, payable by Trustor as maker in the stated principal amount of Thirty-Five Thousand and No/100 Dollars ($35,000.00) to the order of Beneficiary; (b) Payment and performance of all obligations of Trustor under this Deed of Trust and/or the Loan Agreement (defined below); and (c) Payment and performance of all modifications, amendments, extensions, and renewals, however evidenced, of any of the Secured Obligations. All persons who may have or acquire an interest in all or any part of the Property will be considered to have notice of, and will be bound by, the terms of the Secured Obligations and each other agreement or instrument made or entered into in connection with each of the Secured Obligations. These terms include any provisions in' the Note, or the loan agreement ("Loan Agreement') between Trustor and Beneficiary of even date herewith, which permit borrowing, repayment and reborrowing, or which provide that the interest rate on one or more of the Secured Obligations may vary from time to time. The Note and Loan Agreement may be referred to hereunder as the "Loan Documents." 2. [Reserved]. 3. Fixture Filine. 3.1 Fixture Filing; Description of Fixtures. This Deed of Trust constitutes a fixture filing under Sections 9334 and 9502 of the California Uniform Commercial Code, as amended or recodified from time to time, and covers property which includes goods which are or are to become fixtures on the Land. "Fixtures" include all articles of personal property now or hereafter attached to, placed upon for an indefinite term or used in connection with said real property, appurtenances and improvements, together with all goods and other property which are or at any time become so related to the Land that an interest in them arises under real estate law. -2- 4. Rights and Duties of the Parties. 4.1 Representations and Warranties. Trustor warrants that, except as previously disclosed to Beneficiary in a writing making reference to this warranty: (a) Trustor lawfully possesses and holds the Leasehold interest to the Land and certain improvements thereon ("Improvements"); (b) Trustor has or will have good title to all Property other than the Land and Improvements; (c) Trustor has the full and unlimited power, right and authority to encumber the Property; (d) This Deed of Trust creates a first and prior lien on the Property; (e) The Property includes all property and rights which may be reasonably necessary or desirable to enable Trustor to use, enjoy and operate the Land and the Improvements for the present uses thereof; (f) Trustor owns any Property which is personal property free and clear of any security agreements, reservations of title or conditional sales contracts, and there is no presently effective financing statement affecting such personal property on file in any public office; and (g) Trustor's place of business, or its chief executive office, if it has more than one place of business, is located at the address specified below. 4.2 Performance of Secured Obligations. Trustor must promptly pay and perform each Secured Obligation in accordance with its terms. 4.3 Taxes and Assessments. Trustor must pay prior to delinquency all taxes, levies, charges and assessments (individually and collectively, an "Imposition"), imposed by any public or quasi-public authority or utility company which are (or if not paid, may become) a lien on all or part of the Property or any interest in it, or which may cause any decrease in the value of the Property or any part of it. If any such Imposition becomes delinquent, Beneficiary may require Trustor to present evidence that they have been paid in full, on ten (10) days' written notice by Beneficiary to Trustor. Notwithstanding the foregoing provisions of this Section 4.3, Trustor may, at its expense, contest the validity or application of any Imposition by appropriate legal proceedings promptly initiated and conducted in good faith and with due diligence, provided that (i) Beneficiary is reasonably satisfied that neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, or lost as a result of such contest, and (ii) Trustor shall have posted a bond or furnished such other security as may be reasonably required from time to time by Beneficiary. 4.4 Liens. Charges and Encumbrances. Trustor must immediately discharge any lien on the Property which Beneficiary has not consented to in writing. Trustor must pay when due each obligation secured by or reducible to a lien, charge or encumbrance which now -3- does or later may encumber or appear to encumber all or part of the Property or any interest in it, whether the lien, charge or encumbrance is or would be senior or subordinate to this Deed of Trust. 4.5 Damages and Insurance and Condemnation Proceeds. (a) Trustor hereby absolutely and irrevocably assigns to Beneficiary, and authorizes the payor to pay to Beneficiary, the following claims, causes of action, awards,payments and rights to payment("Assigned Claims"): (i) All awards of damages and all other compensation payable directly or indirectly because of a condemnation, proposed condemnation or taking for public.or private use which affects all or part of the Property or any interest in it; and (ii) All other awards, claims and causes of action, arising out of any warranty affecting all or any part of the Property, or for damage or injury to or decrease in value of all or part of the Property or any interest in it; and (iii) All proceeds of any insurance policies payable because of loss sustained to all or part of the Property or any interest in it; and (iv) All interest which may accrue on any of the foregoing. (b) Trustor must immediately notify Beneficiary in writing if: (i) Any damage occurs or any injury or loss is sustained in the amount of $25,000 or more to all or part of the Property, or any action or proceeding relating to any such damage, injury or loss is commenced; or (ii) Any offer is made, or any action or proceeding is commenced, which relates to any actual or proposed condemnation or taking of all or part of the Property. If Beneficiary chooses to do so, it may in its own name appear in or prosecute any action or proceeding to enforce any cause of action based on warranty, or for damage, injury or loss to all or part of the Property or any interest therein, and it may make any compromise or settlement of the action or proceeding. Beneficiary, if it so chooses, may participate in any action or proceeding relating to condemnation or taking of all or part of the Property, and may join Trustor in adjusting any loss covered by insurance. (c) All proceeds.of these Assigned Claims, other property and rights which Trustor may receive or be entitled to must be paid to Beneficiary. hi each instance, Beneficiary must apply those proceeds first toward reimbursement of all of Beneficiary's costs and expenses of recovering the proceeds, including attorneys' fees. (d) Trustor hereby specifically, unconditionally and irrevocably waives all rights of a property owner granted under California Code of Civil Procedure 4 Section 1265.225(a), which provides for allocation of condemnation proceeds between a property owner and a lienholder, and any other law or successor statute of similar import. 4.6 Maintenance and Preservation of Property. (a) Trustor must keep the Property in good condition and repair. (b) Trustor must not commit or allow any waste of the Property. (c) Trustor must perform all other acts which from the character or use of the Property may be reasonably necessary to maintain and preserve its value and utility. 4.7 Releases, Extensions, Modifications and Additional Security. (a) From time to time, Beneficiary may perform any of the following acts without incurring any liability or giving notice to any person: (i) Extend the time for payment, or otherwise alter the terms of payment, of any Secured Obligation; (ii) Accept additional real or personal property of any kind as security for any Secured Obligation, whether evidenced by deeds of trust, mortgages, security agreements or any other instruments of security; or (iii) Alter, substitute or release any property securing the Secured Obligations. 4.8 Reconvevance. When all of the Secured Obligations have been paid and performed in full, Beneficiary shall request Trustee in writing to reconvey the Property, and must surrender this Deed of Trust and all notes and instruments evidencing the Secured Obligations to Trustee. When Trustee receives Beneficiary's written request for reconveyance and all fees and other sums owing to it by Trustor under Section 4.9, Trustee must reconvey the Property, or so much of it as is then held under this Deed of Trust, without warranty to the person or persons legally entitled to it. That person or those persons must pay any costs of recordation. In the reconveyance, the grantee may be described as "the person or persons legally entitled thereto," and the recitals of any matters or facts are conclusive proof of their truthfulness. Neither Beneficiary nor Trustee has any duty to determine the rights of persons claiming to be rightful grantees of any reconveyance. 4.9 Compensation Exculpation, Indemnification. (a) Trustor agrees to pay fees in the maximum amounts legally permitted, or reasonable fees as may be charged by Beneficiary and Trustee when the law provides no maximum limit, for any services that Beneficiary or Trustee may render in connection with this Deed of Trust, including Beneficiary's providing a statement of the Secured Obligations or Trustee's rendering of services in connection with a reconveyance. Trustor must also pay or reimburse all of Beneficiary's and Trustee's -5- costs and expenses which may be incurred in rendering any such services. Trustor further agrees to pay or reimburse Beneficiary for all costs, expenses and other advances which may be incurred or made by Beneficiary or Trustee in any successful efforts to enforce any terms of this Deed of Trust, including any rights or remedies afforded to Beneficiary or Trustee or both of them under Section 6.2, whether any lawsuit is filed or not, including any bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the adjustment of debtor-creditor relationships, or in defending any action or proceeding arising under or relating to this Deed of Trust, including attorneys' fees and other legal costs, costs of any Foreclosure Sale (as defined in Section 6.2(g)) and any cost of evidence of title. If Beneficiary chooses to dispose of Property through more than one Foreclosure Sale, Trustor must pay all costs, expenses or other advances that may be incurred or made by Trustee or Beneficiary in each of those Foreclosure Sales. (b) Beneficiary is not directly or indirectly liable to Trustor or any other' person as a consequence of any of the following: (i) Beneficiary's exercise of or failure to exercise any rights, remedies or powers granted to it in this Deed of Trust; (ii) Beneficiary's failure or refusal to perform or discharge any obligation or liability of Trustor under any agreement related to the Property under this Deed of Trust; or (iii) Any loss sustained by Trustor or any third party resulting from Beneficiary's failure to lease the Property, or from any other act or omission of Beneficiary in managing the Property, after an Event of Default, unless the loss is caused by the willful misconduct and bad faith of Beneficiary. Trustor hereby expressly waives and releases all liability of the types described above, and agrees that no such liability be asserted against or imposed upon Beneficiary. (c) Trustor agrees to indemnify Trustee and Beneficiary against and hold them harmless. from all losses, damages, liabilities, claims, causes of action, judgments, court costs, attorneys' fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other costs and expenses which either may suffer or incur: (i) In performing any act required or permitted by this Deed of Trust or any of the other Loan Documents or by law; or (ii) Because of any failure of Trustor to perform any of-the Secured Obligations. This agreement by Trustor to indemnify Trustee and Beneficiary survives the release and cancellation of any or all of the Secured Obligations and the full or partial release and/or reconveyance of this Deed of Trust. (d) Trustor must pay all obligations to pay money arising under this Section 4. 9 immediately upon demand by Trustee or Beneficiary. Each such obligation -6- must be added to, and considered to be part of, the principal of the Note, and bears interest from the date the obligation arises at the rate then being applied to the principal balance of the Note. 4.10 Defense and Notice of Claims and Actions. At Trustor's sole expense, Trustor must protect, preserve and defend the Property and title to and right of possession of the Property and the security of this Deed of Trust and the rights and powers of Beneficiary and Trustee created under it, against all adverse claims. Trustor must give Beneficiary and Trustee prompt notice in writing if any claim is asserted which does or could affect any of these matters, or if any action or proceeding is commenced which alleges or relates to any such claim. 4.11 Substitution of Trustee. From time to time, Beneficiary may substitute a successor to any Trustee named in or acting under this Deed of Trust in any manner now or later to be provided at law, or by a written instrument executed and acknowledged by Beneficiary and recorded in the office(s) of the recorder(s) of the county or counties where the Land and Improvements are situated. Any such instrument is conclusive proof of the proper substitution of the successor Trustee,who will automatically upon recordation of the instrument succeed to all estate, title, rights, powers and duties of the predecessor Trustee, without conveyance from it. 4.12 Subrogation. Beneficiary is subrogated to the liens of all encumbrances, whether released of record or not, which are discharged in whole or in part by Beneficiary in accordance with this Deed of Trust or with the proceeds of any loan secured by this Deed of Trust. 4.13 , Site Visits. Observation and Testing. Beneficiary and its agents and representatives have the right to enter and visit the Property at any reasonable time for the purposes of observing it or performing appraisals. 5. Accelerating Transfers. 5.1 Acceleration Upon Sale or Encumbrance. Trustor agrees that Trustor shall not, without the prior written consent of Beneficiary (which consent may be withheld in Beneficiary's sole discretion), make or permit, whether voluntarily or involuntarily by operation of law or otherwise, any Accelerating Transfer. 5.2 Accelerating Transfers. "Accelerating Transfer" means any sale, contract to sell, conveyance, encumbrance, pledge, mortgage, lease not expressly permitted under this Deed of Trust, or other transfer of all or any material part of the Property or any interest in it, whether voluntary, involuntary, by operation of law or otherwise. If Trustor is a corporation, "Accelerating Transfer" also means any transfer or transfers of shares possessing, in the aggregate, more than fifty percent (50%) of the voting power or more than fifty percent (50%) of the direct or indirect beneficial ownership of Trustor. If Trustor is a partnership, "Accelerating Transfer" also means withdrawal or removal of any general partner, dissolution of the partnership under California law, or any transfer or transfers of, in the aggregate, more than fifty percent (50%) of the partnership interests. If Trustor is a limited liability company, "Accelerating Transfer" also means withdrawal or removal of any managing member, termination of the limited liability company or any transfer or transfers of, in the aggregate, more -7- than fifty percent (50%) of the voting power or in the aggregate more than fifty percent (50%) of the ownership of the economic interest in the Trustor. 6. Events of Default: Remedies. 6.1 Events of Default. Upon the occurrence of any one or more of the following events, Beneficiary may, by written notice delivered to Trustor, declare Trustor to be in default, and thereupon the same shall constitute an "Event of Default" under this Deed of Trust: (a) An Event of Default is declared under the Loan Documents; or (b) Trustor fails to perform any obligation to pay money which arises under this Deed of Trust and does not cure that failure within ten (10) days after written notice from Beneficiary or Trustee; or (c) Trustor makes or permits the occurrence of an Accelerating Transfer in violation of Section 5. 2; or (d) Any representation or warranty made or given by Trustor in this Deed of Trust proves to be false or misleading in any material respect; or (e) Trustor fails to perform any obligation arising under this Deed of Trust other than as provided in clauses (b) through (d) of Section 6.1, and does not cure that failure within thirty (30) days after written notice from Beneficiary or Trustee, or, if the Default cannot be cured in thirty(30) days, within a reasonable time but not to exceed ninety(90) days after written notice. 6.2 Remedies. At any time after an Event of Default, Beneficiary and Trustee shall be entitled to invoke any and all of the rights and remedies described below. All of such rights and remedies are cumulative, and the exercise of any one or more of them does not constitute an election of remedies. (a) Acceleration. Beneficiary may declare any or all of the Secured Obligations to be due and payable immediately. (b) Receiver. Beneficiary may apply to any court of competent jurisdiction for, and obtain appointment of, a receiver for the Property. (c) Ems. Beneficiary, in person, by agent or by court-appointed receiver, may enter, take possession of, manage and operate all or any part of the Property, and may also do any and all other things in connection with those actions that Beneficiary may in its sole discretion consider necessary and appropriate to protect the security of this Deed of Trust. Such other things may include: taking and possessing all of Trustor's or the then owner's books and records; entering into, enforcing, modifying, or canceling leases on such terms and conditions as Beneficiary may consider proper; obtaining and evicting tenants; fixing or modifying rents; collecting and receiving any payment of money owing to Trustor; completing any unfinished construction; and/or -8 contracting for and making repairs and alterations. If Beneficiary so requests, Trustor will assemble all of the Property that has been removed from the Land and make all of it available to Beneficiary at the site of the Land. Trustor hereby irrevocably constitutes and appoints Beneficiary as Trustor's attomey-in-fact to perform such acts-and execute such documents as Beneficiary in its sole discretion may consider to be appropriate in connection with taking these measures, including endorsement of Trustor's name on any instruments. Regardless of any provision of this Deed of Trust or the Loan Documents, Beneficiary shall not be considered to have accepted any property other than cash or immediately available funds in satisfaction of any obligation of Trustor to Beneficiary, unless Beneficiary has given express written notice of its election of that remedy in accordance with California Uniform Commercial Code Section 9620, as it may be amended or recodified from time to time. (d) Cure: Protection of Security. Either Beneficiary or Trustee may cure any breach or default of Trustor, and if it chooses to do so in connection with any such cure, Beneficiary or Trustee may also enter the Property and/or do any and all other things which it may in its sole discretion consider necessary and appropriate to protect the security of this Deed of Trust. Such other things may include: appearing in and/or defending any action or proceeding which purports to affect the security of, or the rights or powers of Beneficiary or Trustee under, this Deed of Trust; paying, purchasing, contesting or compromising any encumbrance, charge, lien or claim of lien which in Beneficiary's or Trustee's sole judgment is or may be senior in priority to this Deed of Trust, such judgment of Beneficiary or Trustee to be conclusive as among the parties to this Deed of Trust; obtaining insurance and/or paying any premiums or charges for insurance required to be carried under.the Loan Documents; otherwise caring for and protecting any and all of the Property; and/or employing counsel, accountants, contractors and other appropriate persons to assist Beneficiary or Trustee. Beneficiary and Trustee may take any of the actions permitted under this Section 6.2 either with or without giving notice to any person. (e) Uniform Commercial Code Remedies. Beneficiary may exercise any or all of the remedies granted to a secured party under the California Uniform Commercial Code. (f) Judicial Action. Beneficiary may bring an action in any court of competent jurisdiction to foreclose this instrument or to obtain specific enforcement of any of the covenants or agreements of this Deed of Trust. (g) Power of Sale. Under this power of sale, Beneficiary has the discretionary right to cause some or all of the Property, including any Property which constitutes personal property, to be sold or otherwise disposed of in any combination and in any manner permitted by applicable law. (i) Sales of Personal Property For purposes of this power of sale, Beneficiary may elect to treat as personal property any Property which is .intangible or which can be severed -9- from the Land or Improvements without causing structural damage. If it chooses to do so, Beneficiary may dispose of any personal property separately from the sale of real property, in any manner permitted by Division 9 of the California Uniform Commercial Code, including any public or private sale, or in any manner permitted by any other applicable law. Any proceeds of any such disposition shall not cure any Event of Default or reinstate any Secured Obligation for purposes of Section 2924c of the California Civil Code. In connection with any sale or other disposition of such Property, Trustor agrees that the following procedures constitute a commercially reasonable sale: Beneficiary must mail written notice of the sale to Trustor not later than forty-five (45) days prior to such sale. Once per week during the four weeks immediately preceding such sale, Beneficiary must publish notice of the sale in a local daily newspaper of general circulation. Upon receipt of any written request, Beneficiary must make the Property available to any bona fide prospective purchaser for inspection during reasonable business hours. Notwithstanding, Beneficiary is under no obligation to consummate a sale if, in its judgment, none of the offers received by it equals the fair value of the Property offered for sale. The foregoing procedures do not constitute the only procedures that may be commercially reasonable. (ii) Trustee's Sales of Real Property Beneficiary may choose to dispose of some or all of the Property which consists solely of real property in any manner then permitted by applicable law. In its discretion, Beneficiary may also or alternatively choose to dispose of some or all of the Property, in any combination consisting of both real and personal property, together in one sale to be held in accordance with the law and procedures applicable to real property, as permitted by Section 9604(a)(4) of the California Uniform Commercial Code. Trustor agrees that such a sale of personal property together with real property constitutes a commercially reasonable sale of the personal property. For purposes of this power of sale, either a sale of real property alone, or a sale of both real and personal property together in accordance with California Uniform Commercial Code Section 9604(a)(4), will sometimes be referred to as a"Trustee's Sale." Before any Trustee's Sale, Beneficiary or Trustee must give such notice of default and election to sell as may then be required by law. When all time periods then legally mandated have expired, and after such notice of sale as may then be legally required has been given, Trustee must sell the property being sold at a public auction to be held at the time and place specified in the notice of sale. Neither Trustee nor Beneficiary have any obligation to make demand on Trustor before any Trustee's Sale. From time to time in accordance with then applicable law, Trustee may, and in any event at Beneficiary's request must, -10- postpone any Trustee's Sale by public announcement at the time and place noticed for that sale. At any Trustee's Sale, Trustee must sell to the highest bidder at public auction for cash in lawful money of the United States. Trustee must execute and deliver to the purchaser(s) a deed or deeds conveying the property being sold without any covenant or warranty whatsoever express or implied. The recitals in any such deed of any matters or facts, including any facts bearing upon the regularity or validity of any Trustee's Sale, are conclusive proof of their truthfulness. Any such deed shall be conclusive against all persons as to the facts recited in it. 6.3 Credit Bids. At any Foreclosure Sale, any person, including Trustor, Trustee or Beneficiary, may bid for and acquire the Property or any part of it to the extent permitted by then applicable law. Instead of paying cash for that property, Beneficiary may settle for the purchase price by crediting the sales price of the property against the following obligations: (a) First, the portion of the Secured Obligations attributable to the expenses of sale, costs of any action and any other sums for which Trustor is obligated to pay or reimburse Beneficiary-or Trustee under Section 4.9; and (b) Second, all other Secured Obligations in any order and proportions as Beneficiary in its sole discretion may choose. 6.4 Application of Foreclosure Sale Proceeds Beneficiary and Trustee shall apply the proceeds of any Foreclosure Sale in the following manner: (a) First, to pay the portion of the Secured Obligations attributable to the expenses of sale, costs of any action and any other sums for which Trustor is obligated to reimburse Beneficiary or Trustee under the terms hereof-, (b) Second, to pay the portion of the Secured Obligations attributable to any sums expended or advanced by Beneficiary or Trustee under the terms of this Deed of Trust which then remain unpaid; (c) Third, to pay all other Secured Obligations in any order and proportions as Beneficiary in its sole discretion may choose; and (d) Fourth, to remit the remainder, if any, to the person or persons entitled to it. 6.5 Application of Sums Collected. Beneficiary must apply any and all sums, other than the proceeds -of a Foreclosure Sale, received or collected by Beneficiary, in the following manner: (a) First, to pay the portion of the Secured Obligations attributable to the costs and expenses of collection of such sums, including reasonable attorneys' fees, -11- that may be incurred by Beneficiary, Trustee and/or any receiver appointed in accordance with this Deed of Trust; (b) Second, to pay any and all Secured Obligations in any order and proportions as Beneficiary in its sole discretion may choose; and (c) Third, to remit the remainder, if any, to the person or persons entitled thereto. Beneficiary has no liability for any funds which it does not actually receive. 7. [Reservedl. 8. Miscellaneous Provisions. 8.1 Additional Provisions. The Loan Documents fully state all of the terms and conditions of the parties' agreement regarding the matters mentioned in or incidental to this Deed of Trust. The Loan Documents also grant further rights to Beneficiary and contain further agreements and affirmative and negative covenants by Trustor which apply to this Deed of Trust and to the Property. 8.2 No Waiver or Cure. (a) Each waiver by Beneficiary or Trustee must be in writing, and no waiver is to be construed as a continuing waiver. No waiver is to be implied from any delay or failure by Beneficiary or Trustee to take action on account of any default of Trustor. Consent by Beneficiary or Trustee to any act or omission by Trustor must not be construed as a consent to any other or subsequent act or omission or to waive the requirement for Beneficiary's or Trustee's consent to be obtained in any future or other instance. (b) If any of the events described below occurs, that event alone shall not: cure or waive any breach, Event of Default or notice of default under this Deed of Trust or invalidate any act performed pursuant to any such default or notice; or nullify the effect of any notice of default or sale (unless all Secured Obligations then due have been paid and performed and all other defaults under the Loan Documents have been cured); or impair the security of this Deed of Trust; or prejudice Beneficiary, Trustee or any receiver in the exercise of any right or remedy afforded any of them under this Deed of Trust; or be construed as an affirmation by Beneficiary of any tenancy, lease or option, or a subordination of the lien of this Deed of Trust. (i) Beneficiary, its agent or a receiver takes possession of all or any part of the Property in the manner provided in subsection 6.2(c). (ii) Beneficiary receives and applies to any Secured Obligation any proceeds of any Property, including any proceeds of insurance policies, condemnation awards, or other claims, property or rights assigned to Beneficiary under Section 4.5. -12- (iii) Beneficiary makes a site visit, observes the Property and/or conducts tests as permitted under Section 4.13. (iv) Beneficiary receives any sums under this Deed of Trust or any proceeds of any property held for any of the Secured Obligations, and applies them to one or more Secured Obligations. (v) Beneficiary, Trustee or any receiver invokes any right or remedy provided under this Deed of Trust. 8.3 Powers ofBeneficiary and Trustee. (a) Trustee has no obligation to perform any act which it is empowered to perform under this Deed of Trust unless it is requested to do so in writing and is reasonably indemnified against loss, cost, liability and expense. (b) If either Beneficiary or Trustee performs any act which it is empowered or authorized to perform under this Deed of Trust, including any act permitted by Section 4.7 or Section 6.2(d), that act alone does not release or change the personal liability of any person for the payment and performance of the Secured Obligations then outstanding, or the lien of this Deed of Trust on all or the remainder of the Property for full payment and performance of all outstanding Secured Obligations. The liability of the original Trustor does not release or change if Beneficiary grants, any successor in interest to Trustor any extension of time for payment, or modification of the terms of payment, of any Secured Obligation. Beneficiary is not required to comply with any demand by the original Trustor that Beneficiary refuse to grant such an extension or modification to, or commence proceedings against, any such successor in interest. (c) Beneficiary may take any of the actions permitted under Sections 6.2(b) and/or 6.2(c) regardless of the adequacy of the security for the Secured Obligations, or whether any or all of the Secured Obligations have been declared to be immediately due and payable, or whether notice of default and election to sell has been given under this Deed of Trust. 8.4 Merger. No merger occurs as a result of Beneficiary's acquiring any other estate in or any other lien on the Property unless Beneficiary consents to a merger in writing. 8.5 Joint and Several Liability. If Trustor consists of more than one person, each is jointly and severally liable for the faithful performance of all of Trustor's obligations under this Deed of Trust. 8.6 Annlicable Law. This Deed of Trust is governed by California law. This Deed of Trust may be executed in one or more counterparts, each of which is, for all purposes deemed an original and all such counterparts taken together, constitute one and the same instrument. -13- 8.7 Successors in Interest. The terms, covenants and conditions of this Deed of Trust are binding upon and inure to the benefit of the heirs,_successors and assigns of the parties. However, this Section does not waive the provisions of Section 5.1. 8.8 Interpretation. Whenever the context requires, all words used in the singular will be construed to have been used in the plural, and vice versa, and each gender will include any other gender. The captions of the sections of this Deed of Trust are for convenience only and do not define or limit any terms or provisions. The word "include(s)" means "include(s), without limitation", and the word "including" means "including, but not limited to". The word "obligations" is used in its broadest and most comprehensive sense, and includes all primary, secondary, direct, indirect, fixed and contingent obligations. It further includes all principal, interest, prepayment charges, late fees, loan fees and any other fees and charges accruing or assessed at any time, as well as all obligations to perform acts or satisfy conditions. No listing of specific instances, items or matters in any way limits the scope or generality of any language of this Deed of Trust. The exhibits to this Deed of Trust are hereby incorporated in this Deed of Trust. Any capitalized words which are defined in the Loan Documents are used in this Deed of Trust as so defined. 8.9 LReserved]. 8.10 LReserved]. 8.11 Severability. If any provision of this Deed of Trust should be held unenforceable or void, that provision shall be deemed severable from the remaining provisions and in no way affect the validity of this Deed of Trust except that if such provision relates to the payment of any monetary sum, then Beneficiary may, at its option, declare all Secured Obligations immediately due and payable. 8.12 Notices. Trustor whose address is set forth below hereby requests that a copy of notice of default and notice of sale be mailed to it at that address. If Trustor fails to insert an address, that failure shall constitute a designation of Trustor's last known address as the address for such notice. Address Where Notices to Trustor Are to be Sent: Sara Angulo 627 North Azusa Avenue Azusa, CA 91702 Address Where Notices to Beneficiary Are to be Address Where Notices to Trustee Are to be Sent: Sent: Redevelopment Agencv of the Citv of Azusa LandAmerican Title Attn: Executive Director 213 East Foothill Boulevard Azusa, CA 91702 -14- 8.13 Leasehold Provisions. Trustor agrees to all of the provisions set forth in Exhibit B attached and incorporated herein by this reference regarding the Leasehold. IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the date first written above. TRUSTOR: Sara Angulo By: Its: An Individual [Signature Must be Notarized] -15- STATE OF CALIFORNIA ) ss. COUNTY OF LOS ANGELES ) On 2008 before me, notary public, personally appeared Sara Angulo, who proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. I certify under PENALTY OF PERJURY under and the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public EXHIBIT A TO LEASEHOLD DEED OF TRUST WITH ASSIGNMENT OF RENTS AND FIXTURE FILING Legal Description of the Land [See attached] EXHIBIT A EXHIBIT B TO LEASEHOLD DEED OF TRUST WITH ASSIGNMENT OF RENTS AND FIXTURE FILING Leasehold Provisions The provisions of this Exhibit relate to the lease ("Lease") and the leasehold ("Leasehold") described in Section 1.1 of this Deed of Trust. The lien of this Deed of Trust encumbers the Leasehold. 1. Trustor shall timely perform the obligations of the tenant under the Lease. Without limiting the generality of the other provisions of this Deed of Trust, Trustor specifically acknowledges Beneficiary's right, while any default by any tenant under the Lease remains uncured, to perform the defaulted obligations and take all other actions which Beneficiary reasonably deems necessary to protect its interests with respect thereto, and Trustor hereby irrevocably appoints Beneficiary its true and lawful attorney-in-fact in its name or otherwise to execute all documents, and perform all other acts, which Beneficiary reasonably deems necessary to preserve its or such tenant's rights with respect to the Lease. 2. Trustor shall not, without Beneficiary's,prior written consent, cause, permit or suffer the modification or termination of the Lease, or waive or in any way release the landlord under the Lease of any obligation or condition. 3. Trustor shall notify Beneficiary promptly in writing of(i) the occurrence of any material default under the Lease and (ii)the receipt by Trustor of any notice claiming the occurrence of any default under the Lease or the occurrence of any event which, with the passage of time or the giving of notice or both, would constitute a default under the Lease. 4. Trustor shall not subordinate the Leasehold or other leasehold estate to any deed of trust or other encumbrance of, or lien on, any interest in the Land or Improvements without the prior written consent of Beneficiary. Any such subordination without such consent shall, at Beneficiary's option, be void. 5. All subleases entered into by Trustor with respect to all or any portion of the Property (and all existing subleases modified by Trustor) shall provide that such subleases are subordinate to the lien of this .Deed of Trust and any modifications of this Deed of Trust and the obligations secured hereby and that, if Beneficiary forecloses under this Deed of Trust or enters into a new lease with any landlord under the Lease pursuant to the provisions for a new lease, if any, contained in the Lease or in any other document or agreement, the subtenant shall attorn to Beneficiary or its assignee at the request of the Beneficiary or its assignee and the sublease shall remain in full force and effect in accordance with its terms notwithstanding the termination of the Lease. 6. Without limiting the provisions of Article 1, Trustor hereby specifically assigns to Beneficiary, as security for the Secured Obligations, all prepaid rents and security deposits and all other security which the landlord under the Lease holds for the performance of any of Trustor's obligations thereunder. EXHIBIT B-1 7. Trustor shall notify Beneficiary promptly in writing of an request by either party to the Lease for arbitration, appraisal or other proceedings relating to the Lease and of the institution of any such proceeding, and shall promptly deliver to Beneficiary a copy of all determinations in any such proceeding. Beneficiary shall have the right, following written notice to Trustor, to participate in any such proceeding in association with Trustor or on its own behalf as an interested party. Trustor shall notify Beneficiary promptly in writing of the institution of any legal proceeding involving obligations under the Lease, and Beneficiary may intervene in any such legal proceeding and be made a party. Trustor shall promptly provide Beneficiary with a copy of any decision rendered in connection with any such proceeding. 8. To the extent permitted by law, the price payable by Trustor or any other party in the exercise of the right of redemption, if any, from any sale under, or decree of foreclosure of, this Deed of Trust shall include all rents and other amounts paid and other sums advanced by Beneficiary on behalf of any tenant under the Lease. 9. In addition to all other Events of Default described in this Deed of Trust, the occurrence of any of the following shall be an Event of Default hereunder: (a) A breach or default by the tenant under the Lease; or (b) The occurrence of any event or circumstance which gives the landlord under the Lease a right to terminate the Lease; or (c) Receipt by Beneficiary of any notice of default under or notice of . termination of the Lease. 10. The generality of the provisions of this Deed of Trust shall not be limited by any provision of this Exhibit that sets forth particular obligations of Trustor as the tenant under the Lease. EXHIBIT B-2 Exhibit C RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) REDEVELOPMENT AGENCY OF THE ) CITY OF AZUSA ) 213 East Foothill Boulevard ) Azusa,CA 91702-1395 ) Attn: Executive Director ) Exempt from Recording Fee per Government Code§27383 Space above for Recorder's Use LEASEHOLD DEED OF TRUST WITH ASSIGNMENT OF RENTS AND FIXTURE FILING The parties to this Leasehold Deed of Trust With Assignment of Rents, and Fixture Filing (this "Deed of Trust"), made as of October 1, 2008, are CARMEN AND JOHN ECKERT, ("Trustor"), LANDAMERICA TITLE. as trustee ("Trustee"), and REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, a California public agency, as beneficiary and secured party (`Beneficiary"). 1. Grant in Trust and Secured Obligations. 1.1 Grant in Trust. For the purpose of securing payment and performance of the Secured Obligations defined and described in Section 1.2, Trustor hereby irrevocably and unconditionally grants, conveys, transfers and assigns to Trustee, in trust for the benefit of Beneficiary, with power of sale and right of entry and possession, all estate, right, title and interest which Trustor now has or may later acquire in and to the following property (all or any part of such property, or any interest in all or any part of it, together with the Personality (as hereinafter defined) being hereinafter collectively referred to as the "Property"): (a) All present and future leasehold estate, right, title and interest of Trustor in and to that certain real property in the County of Los Angeles, State of California, more particularly described in Exhibit A attached hereto and incorporated herein by reference (the "Land"), including but not limited to said leasehold estate, right, title and interest having been created by that certain lease by and between Trustor and Beneficiary, together with all currently existing and hereafter arising amendments, modifications, renewals, extensions and replacements thereof) ("Leasehold"), together with any and all other further or additional title, estates, interests or rights which may at any time be acquired by Trustor in or to the Land (Trustor hereby expressly agreeing that if Trustor shall, at any time prior to payment in full of all indebtedness secured hereby, acquire fee title or any other greater estate to the Land, the lien of this Deed of Trust shall' -1- automatically attach, extend to, cover and be a lien upon such fee simple title or other greater estate); (b) All right, title and interest of Trustor in and to all options to purchase or lease the Land (as hereinafter defined), or any portion thereof or interest therein of any kind, and any rights of first refusal or first offer, privileges and other benefits of Trustor under the lease described above or pertaining to the Land; (c) All Fixtures (as that term is hereinafter defined); and (d) All additions and accretions to, substitutions and replacements for, and changes in, any of the property described above. 1.2 Secured Obligations. Trustor makes the grant, conveyance, transfer and assignment set forth in Section 1.1 and grants the security interest set forth in Section 3, all for the purpose of securing the following obligations in any order of priority that Beneficiary may choose (collectively, the "Secured Obligations;" individually, a"Secured Obligation"): (a) Payment of all obligations at any time owing under a promissory note (the "Note") of even date herewith, payable by Trustor as maker in the stated principal amount of Twenty-Eight Thousand and No/100 Dollars ($28,000.00) to the order of Beneficiary; (b) Payment and performance of all obligations of Trustor under this Deed of Trust and/or the Loan Agreement (defined below); and (c) Payment and performance of all modifications, amendments, extensions, and renewals, however evidenced, of any of the Secured Obligations. All persons who may have or acquire an interest in all or any part of the Property will be considered to have notice of, and will be bound by, the terms of the Secured Obligations and each other agreement or instrument made or entered into in connection with each of the Secured Obligations. These terms include any provisions in the Note, or the loan agreement ("Loan Agreement") between Trustor and Beneficiary of even date herewith, which permit borrowing, repayment and reborrowing, or which provide that the interest rate on one or more of the Secured Obligations may vary from time to time. The Note and Loan Agreement may be referred to hereunder as the "Loan Documents." 2. rReservedl. 3. Fixture Filine. 3.1 Fixture Filing; Description of Fixtures. This Deed of Trust constitutes a fixture filing under Sections 9334 and 9502 of the California Uniform Commercial Code, as amended or recodified from time to time, and covers property which includes goods which are or are to become fixtures on the Land. "Fixtures" include all articles of personal property now or hereafter attached to, placed upon for an indefinite term or used in connection with said real -2- property, appurtenances and improvements, together with all goods and other property which are or at any time become so related to the Land that an interest in them arises under real estate law. 4. Rights and Duties of the Parties. 4.1 Representations and Warranties. Trustor warrants that, except as previously disclosed to Beneficiary in a writing making reference to this warranty: (a) Trustor lawfully possesses and holds the Leasehold interest to the Land and certain improvements thereon ("Improvements"); (b) Trustor has or will have good title to all Property other than the Land and Improvements; (c) Trustor has the full and unlimited power, right and authority to encumber the Property; (d) This Deed of Trust creates a first and prior lien on the Property; (e) The Property includes all property and rights which may be reasonably necessary or desirable to enable Trustor to use, enjoy and operate the Land and the Improvements for the present uses thereof; (f) Trustor owns any Property which is personal property free and clear of any security agreements, reservations of title or conditional sales contracts, and there is no presently effective financing statement affecting such personal property on file in any public office; and (g) Trustor's place of business, or its chief executive office, if it has more than one place of business, is located at the address specified below. 4.2 Performance of Secured Obligations. Trustor must promptly pay and perform each Secured Obligation in accordance with its terms. 4.3 Taxes and Assessments. Trustor must pay prior to delinquency all taxes, levies, charges and assessments (individually and collectively, an "Imposition"), imposed by any public or quasi-public authority or utility company which are (or if not paid, may become) a lien on all or part of the Property or any interest in it, or which may cause any decrease in the value of the Property or any part of it. If any such Imposition becomes delinquent, Beneficiary may require Trustor to present evidence that they have been paid in full, on ten (10) days' written notice by Beneficiary to Trustor. Notwithstanding the foregoing provisions of this Section 4.3, Trustor may, at its expense, contest the validity or application of any Imposition by appropriate legal proceedings promptly initiated and conducted in good faith and with due diligence, provided that (i) Beneficiary is reasonably satisfied that neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, or lost as a result of such contest, and (ii) Trustor shall have posted a bond or furnished such other security as may be reasonably required from time to time by Beneficiary. -3- 4.4 Liens. Charges and Encumbrances. Trustor must immediately discharge any lien on the Property which Beneficiary has not consented to in writing. Trustor must pay when due each obligation secured by or reducible to a lien, charge or encumbrance which now does or later may encumber or appear to encumber all or part of the Property or any interest in it, whether the lien, charge or encumbrance is or would be senior or subordinate to this Deed of Trust. 4.5 Damages and Insurance and Condemnation Proceeds. (a) Trustor hereby absolutely and irrevocably assigns to Beneficiary, and authorizes the payor to pay to Beneficiary, the following claims, causes of action, awards, payments and rights to payment ("Assigned Claims"): (i) All awards of damages and all other compensation payable directly or indirectly because of a condemnation, proposed condemnation or taking for public or private use which affects all or part of the Property or any interest in it; and (ii) All other awards, claims and causes of action, arising out of any warranty affecting all or any part of the Property, or for damage or injury to or decrease in value of all or part of the Property or any interest in it; and (iii) All proceeds of any insurance policies payable because of loss sustained to all or part of the Property or any interest in it; and (iv) All interest which may accrue on any of the foregoing. (b) Trustor must immediately notify Beneficiary in writing if: (i) Any damage occurs or any injury or loss is sustained in the amount of $25,000 or more to all or part of the Property, or any action or proceeding relating to any such damage, injury or loss is commenced; or (ii) Any offer is made, or any action or proceeding is commenced, which relates to any actual or proposed condemnation or taking of all or part of the Property. If Beneficiary chooses to do so, it may in its own name appear in or prosecute any action or proceeding to enforce any cause of action based on warranty, or for damage, injury or loss to all or part of the Property or any interest therein, and it may make any compromise or settlement of the action or proceeding. Beneficiary, if it so chooses, may participate in any action or proceeding relating to condemnation or taking of all or part of the Property, and may join Trustor in adjusting any loss covered by insurance. (c) All proceeds of these Assigned Claims, other property and rights which Trustor may receive or be entitled to must be paid to Beneficiary. In each instance, Beneficiary must apply those proceeds first toward reimbursement of all of Beneficiary's costs and expenses of recovering the proceeds, including attorneys' fees. -4- (d) Trustor hereby specifically, unconditionally and irrevocably waives all rights of a property owner granted under California Code of Civil Procedure Section 1265.225(a), which provides for allocation of condemnation proceeds between a property owner and a lienholder, and any other law or successor statute of similar import. 4.6 Maintenance and Preservation of Property. (a) Trustor must keep the Property in good condition and repair. (b) Trustor must not commit or allow any waste of the Property. (c) Trustor must perform all other acts which from the character or use of the Property may be reasonably necessary to maintain and preserve its value and utility. 4.7 Releases, Extensions, Modifications and Additional Security. (a) From time to time, Beneficiary may perform any of the following acts without incurring any liability or giving notice to any person: (i) Extend the time for payment, or otherwise alter the terms of payment, of any Secured Obligation; (ii) Accept additional real or personal property of any kind as security for any Secured Obligation, whether evidenced by deeds of trust, mortgages, security agreements or any other instruments of security; or (iii) Alter, substitute or release any property securing the Secured Obligations. 4.8 Reconveyance. When all of the Secured Obligations have been paid and performed in full, Beneficiary shall request Trustee in writing to reconvey the Property, and must surrender this Deed of Trust and all notes and instruments evidencing the Secured Obligations to Trustee. When Trustee receives Beneficiary's written request for reconveyance and all fees and other sums owing to it by Trustor under Section 4.9, Trustee must reconvey the Property, or so much of it as is then held under this Deed of Trust, without warranty to the person or persons legally entitled to it. That person or those persons must pay any costs of recordation. In the reconveyance, the grantee may be described as "the person or persons legally entitled thereto," and the recitals of any matters or facts are conclusive proof of their truthfulness. Neither Beneficiary nor Trustee has any duty to determine the rights of persons claiming to be rightful grantees of any reconveyance. 4.9 Compensation Exculpation, Indemnification. (a) Trustor agrees to pay fees in the maximum amounts legally permitted, or reasonable fees as may be charged by Beneficiary and Trustee when the law provides no maximum limit, for any services that Beneficiary or Trustee may render in connection with this Deed of Trust, including Beneficiary's providing a statement of the -5- Secured Obligations or Trustee's rendering of services in connection with a reconveyance. Trustor must also pay or reimburse all of Beneficiary's and Trustee's costs and expenses which may be incurred in rendering any such services. Trustor further agrees to pay or reimburse Beneficiary for all costs, expenses and other advances which may be incurred or made by Beneficiary or Trustee in any successful efforts to enforce any terms of this Deed of Trust, including any rights or remedies afforded to Beneficiary or Trustee or both of them under Section 6.2, whether any lawsuit is filed or not, including any bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the adjustment of debtor-creditor relationships, or in defending any action or proceeding arising under or relating to this Deed of Trust, including attorneys' fees and other legal costs, costs of any Foreclosure Sale (as defined in Section 6.2(g)) and any cost of evidence of title. If Beneficiary chooses to dispose of Property through more than one Foreclosure Sale, Trustor must pay all costs, expenses or other advances that may be incurred or made by Trustee or Beneficiary in each of those Foreclosure Sales. (b) Beneficiary is not directly or indirectly liable to Trustor or any other' person as a consequence of any of the following: (i) Beneficiary's exercise of or failure to exercise any rights, remedies or powers granted to it in this Deed of Trust; (ii) Beneficiary's failure or refusal to perform or discharge any obligation or liability of Trustor under any agreement related to the Property under this Deed of Trust; or (iii) Any loss sustained by Trustor or any third party resulting from Beneficiary's failure to lease the Property, or from any other act or omission of Beneficiary in managing the Property, after an Event of Default, unless the loss is caused by the willful misconduct and bad faith of Beneficiary. Trustor hereby expressly waives and releases all liability of the types described above, and agrees that no such liability be asserted against or imposed upon Beneficiary. (c) Trustor agrees to indemnify Trustee and Beneficiary against and hold them harmless from all losses, damages, liabilities, claims, causes of action, judgments, court costs, attorneys' fees and other legal expenses, cost of evidence of title, cost of evidence of value, and other costs and expenses which either may suffer or incur: (i) In performing any act required or permitted by this Deed of Trust or any of the other Loan Documents or by law; or (ii) Because of any failure of Trustor to perform any of-the Secured Obligations. This agreement by Trustor to indemnify Trustee and Beneficiary survives the release and cancellation of any or all of the Secured Obligations and the full or partial release and/or reconveyance of this Deed of Trust. -6- (d) Trustor must pay all obligations to pay money arising under this Section 4. 9 immediately upon demand by Trustee or Beneficiary. Each such obligation must be added to, and considered to be part of, the principal of the Note, and bears interest from the date the obligation arises at the rate then being applied to the principal balance of the Note. 4.10 Defense and Notice of Claims and Actions. At Trustor's sole expense, Trustor must protect, preserve and defend the Property and title to and right of possession of the Property and the security of this Deed of Trust and the rights and powers of Beneficiary and Trustee created under it, against all adverse claims. Trustor must give Beneficiary and Trustee prompt notice in writing if any claim is asserted which does or could affect any of these matters, or if any action or proceeding is commenced which alleges or relates to any such claim. 4.11 Substitution of Trustee. From time to time, Beneficiary may substitute a successor to any Trustee named in or acting under this Deed of Trust in any manner now or later to be provided at law, or by a written instrument executed and acknowledged by Beneficiary and recorded in the office(s) of the recorder(s) of the county or counties where the Land and Improvements are situated. Any such instrument is conclusive proof of the proper substitution of the successor Trustee, who will automatically upon recordation of the instrument succeed to all estate, title, rights, powers and duties of the predecessor Trustee, without conveyance from it. 4.12 Subrogation. Beneficiary is subrogated to the liens of all encumbrances, whether released of record or not, which are discharged in whole or in part by Beneficiary in accordance with this Deed of Trust or with the proceeds of any loan secured by this Deed of Trust. 4.13 Site Visits, Observation and Testing. Beneficiary and its agents and representatives have the right to enter and visit the Property at any reasonable time for the purposes of observing it or performing appraisals. 5. Accelerating Transfers 5.1 Acceleration Upon Sale or Encumbrance. Trustor agrees that Trustor shall not, without the prior written consent of Beneficiary (which consent may be withheld in Beneficiary's sole discretion), make or permit, whether voluntarily or involuntarily by operation of law or otherwise, any Accelerating Transfer. 5.2 Accelerating Transfers. "Accelerating Transfer" means any sale, contract to sell, conveyance, encumbrance, pledge, mortgage, lease not expressly permitted under this Deed of Trust, or other transfer of all or any material part of the Property or any interest in it, whether voluntary, involuntary, by operation of law or otherwise. If Trustor is a corporation, "Accelerating Transfer" alsomeans any transfer or transfers of shares possessing, in the aggregate, more than fifty percent (50%) of the voting power or more than fifty percent (50%) of the direct or indirect beneficial ownership of Trustor. If Trustor is a partnership, "Accelerating Transfer" also means withdrawal or removal of any general partner, dissolution of the partnership under California law, or any transfer or transfers of, in the aggregate, more than fifty percent (50%) of the partnership interests. If Trustor is a limited liability company, -7- "Accelerating Transfer" also means withdrawal or removal of any managing member, termination of the limited liability company or any transfer or transfers of, in the aggregate, more than fifty percent (50%) of the voting power or in the aggregate more than fifty percent (50%) of the ownership of the economic interest in the Trustor. 6. Events of Default: Remedies. 6.1 Events of Default. Upon the occurrence of any one or more of the following events, Beneficiary may, by written notice delivered to Trustor, declare Trustor to be in default, and thereupon the same shall constitute an "Event of Default" under this Deed of Trust: (a) An Event of Default is declared under the Loan Documents; or (b) Trustor fails to perform any obligation to pay money which arises under this Deed of Trust and does not cure that failure within ten (10) days after written notice from Beneficiary or Trustee; or (c) Trustor makes or permits the occurrence of an Accelerating Transfer in violation of Section 5. 2; or (d) Any representation or warranty made or given by Trustor in this Deed of Trust proves to be false or misleading in any material respect; or (e) Trustor fails to perform any obligation arising under this Deed of _Trust other than as provided in clauses (b) through (d) of Section 6.1, and does not cure that failure within thirty (30) days after written notice from Beneficiary or Trustee, or, if the Default cannot be cured in thirty(30) days, within a reasonable time but not to exceed ninety(90) days after written notice. 6.2 Remedies. At any time after an Event of Default, Beneficiary and Trustee shall be entitled to invoke any and all of the rights and remedies described below. All of such rights and remedies are cumulative, and the exercise of any one or more of them does not constitute an election of remedies. (a) Acceleration. Beneficiary may declare any or all of the Secured Obligations to be due and payable immediately. (b) Receiver. Beneficiary may apply to any court of competent jurisdiction for, and obtain appointment of, a receiver for the Property. (c) Entry. Beneficiary, in person, by agent or by court-appointed receiver, may enter, take possession of, manage and operate all or any part of the Property, and may also do any and all other things in connection with those actions that Beneficiary may in its sole discretion consider necessary and appropriate to protect the security of this Deed of Trust. Such other things may include: taking and possessing all of Trustor's or the then owner's books and records; entering into, enforcing, modifying, or canceling leases on such terms and conditions as Beneficiary may consider proper; -8- obtaining and evicting tenants; fixing or modifying rents; collecting and receiving any payment of money owing to Trustor; completing any unfinished construction; and/or contracting for and making repairs and alterations. If Beneficiary so requests, Trustor will assemble all of the Property that has been removed from the Land and make all of it available to Beneficiary at the site of the Land. Trustor hereby irrevocably constitutes and appoints Beneficiary as Trustor's attorney-in-fact to perform such acts and execute such documents as Beneficiary in its sole discretion may consider to be appropriate in connection with taking these measures, including endorsement of Trustor's name on any instruments. Regardless of any provision of this Deed of Trust or the Loan Documents, Beneficiary shall not be considered to have accepted any property other than cash or immediately available funds in satisfaction of any obligation of Trustor to Beneficiary, unless Beneficiary has given express written notice of its election of that remedy in accordance with California Uniform Commercial Code Section 9620, as it may be amended or recodified from time to time. (d) Cure; Protection of Security. Either Beneficiary or Trustee may cure any breach or default of Trustor, and if it chooses to do so in connection with any such cure, Beneficiary or Trustee may also enter the Property and/or do any and all other things which it may in its sole discretion consider necessary and appropriate to protect the security of this Deed of Trust. Such other things may include: appearing in and/or defending any action or proceeding which purports to affect the security of, or the rights or powers of Beneficiary or Trustee under, this Deed of Trust; paying, purchasing, contesting or compromising any encumbrance, charge, lien or claim of lien which in Beneficiary's or Trustee's sole judgment is or may be senior in priority to this Deed of Trust, such judgment of Beneficiary or Trustee to be conclusive as among the parties to this Deed of Trust; obtaining insurance and/or paying any premiums or charges for insurance required to be carried under the Loan Documents; otherwise caring for and protecting any and all of the Property; and/or employing counsel, accountants, contractors and other appropriate persons to assist Beneficiary or Trustee. Beneficiary and Trustee may take any of the actions permitted under this Section 6.2 either with or without giving notice to any person. (e) Uniform Commercial Code Remedies. Beneficiary may exercise any or all of the remedies granted to a secured party under the California Uniform Commercial Code. (f) Judicial Action. Beneficiary may bring an action in any court of competent jurisdiction to foreclose this instrument or to obtain specific enforcement of any of the covenants or agreements of this Deed of Trust. (g) Power of Sale. Under this power of sale, Beneficiary has the discretionary right to cause some or all of the Property, including any Property which constitutes personal property, to be sold or otherwise disposed of in any combination and in any manner permitted by applicable law. (i) Sales of Personal Property -9- For purposes of this power of sale, Beneficiary may elect to treat as personal property any Property which is intangible or which can be severed from the Land or Improvements without causing structural damage. If it chooses to do so, Beneficiary may dispose of any personal property separately from the sale of real property, in any manner permitted by Division 9 of the California Uniform Commercial Code, including any public or private sale, or in any manner permitted by any other applicable law. Any proceeds of any such disposition shall not cure any Event of Default or reinstate any Secured Obligation for purposes of Section 2924c of the California Civil Code. In connection with any sale or other disposition of such Property, Trustor agrees that the following procedures constitute a commercially reasonable sale: Beneficiary must mail written notice of the sale to Trustor not later than forty-five (45) days prior to such sale. Once per week during the four weeks immediately preceding such sale, Beneficiary must publish notice of the sale in a local daily newspaper of general circulation. Upon receipt of any written request, Beneficiary must make the Property available to any bona fide prospective purchaser for inspection during reasonable business hours. Notwithstanding, Beneficiary is under no obligation to consummate a sale if, in its judgment, none of the offers received by it equals the fair value of the Property offered for sale. The foregoing procedures do not constitute the only procedures that may be commercially reasonable. (ii) Trustee's Sales of Real Property Beneficiary may choose to dispose of some or all of the Property which consists solely of real property in any manner then permitted by applicable law. In its discretion, Beneficiary may also or alternatively choose to dispose of some or all of the Property, in any combination consisting of both real and personalproperty, together in one sale to be held in accordance with the law and procedures applicable to real property, as permitted by Section 9604(a)(4) of the California Uniform Commercial Code. Trustor agrees that such a sale of personal property together with real property constitutes a commercially reasonable sale of the personal property. For purposes of this power of sale, either a sale of real property alone, or a sale of both real and personal property together in accordance with California Uniform Commercial Code Section 9604(a)(4), will sometimes be referred to as a"Trustee's Sale." Before any Trustee's Sale, Beneficiary or Trustee must give such notice of default and election to sell as may then be required by law. When all time periods then legally mandated have expired, and after such notice of sale as may then be legally required has been given, Trustee must sell the property being sold at a public auction to be held at the time and place specified in the notice of sale. Neither Trustee nor Beneficiary have any obligation to make demand on Trustor before any Trustee's Sale. From time to, time in accordance with then -10- applicable law, Trustee may, and in any event at Beneficiary's request must, postpone any Trustee's Sale by public announcement at the time and place noticed for that sale. At any Trustee's Sale, Trustee must sell to the highest bidder at public auction for cash in lawful money of the United States. Trustee must execute and deliver to the purchaser(s) a deed or deeds conveying the property being sold without any covenant or warranty whatsoever express or implied. The recitals in any such deed of any matters or facts, including any facts bearing upon the regularity or validity of any Trustee's Sale, are conclusive proof of their truthfulness. Any such deed shall be conclusive against all persons as to the facts recited in it. 6.3 Credit Bids. At any Foreclosure Sale, any person, including Trustor, Trustee or Beneficiary, may bid for and acquire the Property or any part of it to the extent permitted by then applicable law. Instead of paying cash for that property, Beneficiary may settle for the purchase price by crediting the sales price of the property against the following obligations: (a) First, the portion of the Secured Obligations attributable to the expenses of sale, costs of any action and any other sums for which Trustor is obligated to pay or reimburse Beneficiary or Trustee under Section 4.9; and (b) Second, all other Secured Obligations in any order and proportions as Beneficiary in its sole discretion may choose. 6.4 Application of Foreclosure Sale Proceeds Beneficiary and Trustee shall apply the proceeds of any Foreclosure Sale in the following manner: (a) First, to pay the portion of the Secured Obligations attributable to the expenses of sale, costs of any action and any other sums for which Trustor is obligated to reimburse Beneficiary or Trustee under the terms hereof; (b) Second, to pay the portion of the Secured Obligations attributable to any sums expended or advanced by Beneficiary or Trustee under the terms of this Deed of Trust which then remain unpaid; (c) Third, to pay all other Secured Obligations in any order and proportions as Beneficiary in its sole discretion may choose; and entitled to it. (d) Fourth, to remit the remainder, if any, to the person or persons 6.5 Application of Sums Collected. Beneficiary must apply any and all sums, other than the proceeds of a Foreclosure Sale, received or collected by Beneficiary, in the following manner: -11- (a) First, to pay the portion of the Secured Obligations attributable to the costs and expenses of collection of such sums, including reasonable attorneys' fees, that may be incurred by Beneficiary, Trustee and/or any receiver appointed in accordance with this Deed of Trust; (b) Second, to pay any and all Secured Obligations in any order and proportions as Beneficiary in its sole discretion may choose; and (c) Third, to remit the remainder, if any, to the person or persons entitled thereto. Beneficiary has no liability for any funds which it does not actually receive. 7. rReservedl. 8. Miscellaneous Provisions. 8.1 Additional Provisions. The Loan Documents fully state all of the terms and conditions of the parties' agreement regarding the matters mentioned in or incidental to this Deed of Trust. The Loan Documents also grant further rights to Beneficiary and contain further agreements and affirmative and negative covenants by Trustor which apply to this Deed of Trust and to the Property. 8.2 No Waiver or Cure. (a) Each waiver by Beneficiary or Trustee must be in writing, and no waiver is to be construed as a continuing waiver. No waiver is to be implied from any delay or failure by Beneficiary or Trustee to take action on account of any default of Trustor. Consent by Beneficiary or Trustee to any act or omission by Trustor must not be construed as a consent to any other or subsequent act or omission or to waive the requirement for Beneficiary's or Trustee's consent to be obtained in any future or other instance. (b) If any of the events described below occurs, that event alone shall not: cure or waive any breach, Event of Default or notice of default under this Deed of Trust or invalidate any act performed pursuant to any such default or notice; or nullify the effect of any notice of default or sale (unless all Secured Obligations then due have been paid and performed and all other defaults under the Loan Documents have been cured); or impair the security of this Deed of Trust; or prejudice Beneficiary, Trustee or any receiver in the exercise of any right or remedy afforded any of them under this Deed of Trust; or be construed as an affirmation by Beneficiary of any tenancy, lease or option, or a subordination of the lien of this Deed of Trust. (i) Beneficiary, its agent or a receiver takes possession of all or any part of the Property in the manner provided in subsection 6.2(c). (ii) Beneficiary receives and applies to any Secured Obligation any proceeds of any Property, including any proceeds of insurance policies, -12- condemnation awards, or other claims, property or rights assigned to Beneficiary under Section 4.5. (iii) Beneficiary makes a site visit, observes the Property and/or conducts tests as permitted under Section 4.13. (iv) Beneficiary receives any sums under this Deed of Trust or any proceeds of any property held for any of the Secured Obligations, and applies them to one or more Secured Obligations. (v) Beneficiary, Trustee or any receiver invokes any right or remedy provided under this Deed of Trust. 8.3 Powers of Beneficiary and Trustee. (a) Trustee has no obligation to perform any act which it is empowered to perform under this Deed of Trust unless it is requested to do so in writing and is reasonably indemnified against loss, cost, liability and expense. (b) If either Beneficiary or Trustee performs any act which it is empowered or authorized to perform under this Deed of Trust, including any act permitted by Section 4.7 or Section 6.2(d), that act alone does not release or change the personal liability of any person for the payment and performance of the Secured Obligations then outstanding, or the lien of this Deed of Trust on all or the remainder of the Property for full payment and performance of all outstanding Secured Obligations. The liability of the original Trustor does not release or change if Beneficiary grants, any successor in interest to Trustor any extension of time for payment, or modification of the terms of payment, of any Secured Obligation. Beneficiary.is not required to comply with any demand by the original Trustor that Beneficiary refuse to grant such an extension or modification to, or commence proceedings against, any such successor in interest. (c) Beneficiary may take any of the actions permitted under Sections 6.2(b) and/or 6.2(c) regardless of the adequacy of the security for the Secured Obligations, or whether any or all of the Secured Obligations have been declared to be immediately due and payable, or whether notice of default and election to sell has been given under this Deed of Trust. 8.4 Merger. No merger occurs as a result of Beneficiary's acquiring any other estate in or any other lien on the Property unless Beneficiary consents to a merger in writing. 8.5 Joint and Several Liability. If Trustor consists of more than one person, each is jointly and severally liable for the faithful performance of all of Trustor's obligations under this Deed of Trust. 8.6 Applicable Law. This Deed of Trust is governed by California law. This Deed of Trust may be executed in one or more counterparts, each of which is, for all purposes deemed an original and all such counterparts taken together, constitute one and the same instrument. -13- 8.7 Successors in Interest. The terms, covenants and conditions of this Deed of Trust are binding upon and inure to the benefit of the heirs, successors and assigns of the parties. However, this Section does not waive the provisions of Section 5.1. 8.8 Interpretation. Whenever the context requires, all words used in the singular will be construed to have been used in the plural, and vice versa, and each gender will include any other gender. The captions of the sections of this Deed of Trust are for convenience only and do not define or limit any terms or provisions. The word "include(s)" means "include(s), without limitation", and the word "including" means "including, but not limited to". The word "obligations" is used in its broadest and most comprehensive sense, and includes all primary, secondary, direct, indirect, fixed and contingent obligations. It further includes all principal, interest, prepayment charges, late fees, loan fees and any other fees and charges accruing or assessed at any time, as well as all obligations to perform acts or satisfy conditions. No listing of specific instances, items or matters in any way limits the scope or generality of any language of this Deed of Trust. The exhibits to this Deed of Trust are hereby incorporated in this Deed of Trust. Any capitalized words which are defined in the Loan Documents are used in this Deed of Trust as so defined. 8.9 [Reserved]. 8.10 [Reserved]. 8.11 Severability. If any provision of this Deed of Trust should be held unenforceable or void, that provision shall be deemed severable from the remaining provisions and in no way affect the validity of this Deed of Trust except that if such provision relates to the payment of any monetary sum, then Beneficiary may, at its option, declare all Secured Obligations immediately due and payable. 8.12 Notices. Trustor whose address is set forth below hereby requests that a copy of notice of default and notice of sale be mailed to it at that address. If Trustor fails to insert an address, that failure shall constitute a designation of Trustor's last known address as the address for such notice. Address Where Notices to Trustor Are to be Sent: Carmen &John Eckert 505 North Azusa Avenue Azusa, CA 91702 Address Where Notices to Beneficiary Are to be Address Where Notices to Trustee Are to be Sent: Sent: REDEVELOPMENT AGENCY OF THE LandAmerican Title CITY OF AZUSA 213 East Foothill Boulevard Azusa, CA 91702 Attn: Executive Director -14- 8.13 Leasehold Provisions. Trustor agrees to all of the provisions set forth in Exhibit B attached and incorporated herein by this reference regarding the Leasehold. IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the date first written above. TRUSTOR: Carmen Eckert By: Its: An Individual TRUSTOR: John Eckert By: Its: An Individual [Signature Must be Notarized] -15- STATE OF CALIFORNIA ) ss. COUNTY OF LOS ANGELES ) On 2008 before me, notary public, personally appeared John and Carmen Eckert, who proved to me on the basis of satisfactory evidence to be the persons whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. I certify under PENALTY OF PERJURY under and the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public EXHIBIT A TO LEASEHOLD DEED OF TRUST WITH ASSIGNMENT OF RENTS AND FIXTURE FILING Legal Description of the Land [See attached] EXHIBIT A EXHIBIT B TO LEASEHOLD DEED OF TRUST WITH ASSIGNMENT OF RENTS AND FIXTURE FILING Leasehold Provisions The provisions of this Exhibit relate to the lease ("Lease") and the leasehold ("Leasehold") described in Section 1.1 of this Deed of Trust. The lien of this Deed of Trust encumbers the Leasehold. 1. Trustor shall timely perform the obligations of the tenant under the Lease. Without limiting the generality of the other provisions of this Deed of Trust, Trustor specifically acknowledges Beneficiary's right, while any default by any tenant under the Lease remains uncured, to perform the defaulted obligations and take all other actions which Beneficiary reasonably deems necessary to protect its interests with respect thereto, and Trustor hereby irrevocably appoints Beneficiary its true and lawful attorney-in-fact in its name or otherwise to execute all documents, and perform all other acts, which Beneficiary reasonably deems necessary to preserve its or such tenant's rights with respect to the Lease. 2. Trustor shall not, without Beneficiary's prior written consent, cause, permit or suffer the modification or termination of the Lease, or waive or in any way release the landlord under the Lease of any obligation or condition. 3. Trustor shall notify Beneficiary promptly in writing of(i) the occurrence of any material default under the Lease and (ii) the receipt by Trustor of any notice claiming the occurrence of any default under the Lease or the occurrence of any event which, with the passage of time or the giving of notice or both, would constitute a default under the Lease. 4. Trustor shall not subordinate the Leasehold or other leasehold estate to any deed of trust or other encumbrance of, or lien on, any interest in the Land or Improvements without the prior written consent of Beneficiary. Any such subordination without such consent shall, at Beneficiary's option,be void. 5. All subleases entered into by Trustor with respect to all or any portion of the Property (and all existing subleases modified by Trustor) shall provide that such subleases are subordinate to the lien of this Deed of Trust and any modifications of this Deed of Trust and the obligations secured hereby and that, if Beneficiary forecloses under this Deed of Trust or enters into a new lease with any landlord under the Lease pursuant to the provisions for a new lease, if any, contained in the Lease or in any other document or agreement, the subtenant shall attom to Beneficiary or its assignee at the request of the Beneficiary or its assignee and the sublease shall remain in full force and effect in accordance with its terms notwithstanding the termination of the Lease. 6. Without limiting the provisions of Article 1, Trustor hereby specifically assigns to Beneficiary, as security for the Secured Obligations, all prepaid rents and security deposits and all other security which the landlord under the Lease holds for the performance of any of Trustor's obligations thereunder. EXHIBIT B-1 7. Trustor shall notify Beneficiary promptly in writing of any request by either party to the Lease for arbitration, appraisal or other proceedings relating to the Lease and of the institution of any such proceeding, and shall promptly deliver to Beneficiary a copy of all determinations in any such proceeding. Beneficiary shall have the right, following written notice to Trustor, to participate in any such proceeding in association with Trustor or on its own behalf as an interested party. Trustor shall notify Beneficiary promptly in writing of the ipstitution of any legal proceeding involving obligations under the Lease, and Beneficiary may intervene in any such legal proceeding and be made a party. Trustor shall promptly provide Beneficiary with a copy of any decision rendered in connection with any such proceeding. 8. To the extent permitted by law, the price payable by Trustor or any other party in the exercise of the right of redemption, if any, from any sale under, or decree of foreclosure of, this Deed of Trust shall include all rents and other amounts paid and other sums advanced by Beneficiary on behalf of any tenant under the Lease. 9. In addition to all other Events of Default described in this Deed of Trust, the occurrence of any of the following shall be an Event of Default hereunder: (a) A breach or default by the tenant under the Lease; or (b) The occurrence of any event or circumstance which gives the landlord under the Lease a right to terminate the Lease; or (c) Receipt by Beneficiary of any notice of default under or notice of termination of the Lease. 10. The generality of the provisions of this Deed of Trust shall not be limited by any provision of this Exhibit that sets forth particular obligations of Trustor as the tenant under the Lease. EXHIBIT B-2 Exhibit D SECURITY AGREEMENT This SECURITY AGREEMENT("Agreement")is made effective as of October_, 2008,by and between SARA ANGULO ("Borrower"), and AZUSA REDEVELOPMENT AGENCY, a California public agency("Secured Party"). RECITALS A. Borrower has executed a promissory note ("Note"), which is attached hereto as Exhibit A, of event date herewith in favor of Secured Party in the principal amount of Thirty-Five Thousand and No/100 Dollars ($35,000.00). The Note is made pursuant to that certain Loan Agreement of even date herewith. B. To induce Secured Party to extend to Borrower the credit evidenced by the Note, Borrower agrees to grant Secured Party, subject to the terms hereof, a security interest in any and all furniture, fixtures and equipment located at Borrower's Italian restaurant business at 627 NORTH AZUSA AVENUE, Azusa, California, and/or used by Borrower, wherever located, to establish, maintain and/or operate such restaurant business, and which shall include, without limitation, the furniture, fixtures and equipment identified on the UCC-1 Financing Statement attached hereto as Exhibit B (collectively, "Collateral"). NOW, THEREFORE,Borrower and Secured Party agree as follows: 1. Grant of Security Interest. Borrower hereby grants to Secured Party a continuing security interest in the Collateral in order to secure prompt payment and performance of Borrower's obligation under the Note ("Obligation"). Secured Party's security interest in the Collateral shall attach without further act on the part of Secured Party or Borrower. 2. Perfection of Security Interest. Borrower shall execute and deliver to Secured Party, upon the request of Secured Party and in a form satisfactory to Secured Party, any financing statements, continuation financing statements, and other documents that are reasonably necessary to perfect Secured Party's security interest in the Collateral. Otherwise, Borrower acknowledges and agrees that Secured Party is entitled to file the UCC-1 Financing Statement to perfect its security interest in the Collateral. 3. Further Assurances. Without limiting the generality of any provision in the Obligation, Borrower will, at the reasonable request of Secured Party, appear in and defend any action or proceeding which may affect Borrower's title to or the security interests of Secured Party in the Collateral. 4. Covenants of Borrower. Borrower warrants,represents, and covenants that: (a) Borrower will defend the Collateral against all claims and demands of all persons at any time claiming any interest therein; (b) Borrower has not previously and will not in any way encumber, hypothecate or create or permit to exist any lien, security interest or encumbrance on or other interest in the Collateral senior or adverse to that of Secured Party, nor will Borrower sell, transfer, assign, exchange or otherwise dispose of the Collateral, except in the ordinary course of business and otherwise for fair value, without the written consent of Secured Party; 1 y (e) Borrower will pay and discharge all taxes, assessments and governmental charges or levies against the Collateral prior to delinquency thereof and will keep the Collateral free of all unpaid charges whatsoever; (d) Borrower will keep and maintain the Collateral in good condition and repair. Borrower will not misuse or abuse the Collateral, or waste or allow it to deteriorate except for the ordinary wear and tear of its normal and expected use in Borrower's business. Borrower will comply with all laws, statutes and regulations pertaining to the use or ownership of the Collateral, except where the failure thereof does not adversely affect the Collateral or the condition, financial or otherwise, of Corporation. Nothing in this Section 4(d) shall prevent Borrower from improving the condition or quality of the Collateral; (e) Secured Party shall at all times upon reasonable notice to Borrower have the right during normal business hours to enter into and upon any premises where any of the Collateral or records with respect thereto are located for the purpose of inspecting the same, making copies of records, observing the use of any part of the Collateral, or otherwise protecting their security interest in the Collateral; . (f) Upon, and during the continuation of, an "Event of Default" (as that term is defined in Section 5 hereof), Borrower hereby irrevocably appoints and constitutes Secured Party as Borrower's attorney-in-fact for purposes of(i) conveying any item of Collateral to any purchaser thereof, (ii) executing, in Borrower's stead, any certificates of ownership, registration cards, applications, affidavits or other documents required or necessary to transfer or convey any and all right, title and interest in and to the Collateral or any portion thereof, to any person or persons, or to perfect the security interest of Secured Party in any of the Collateral, and to do and perform any and all other acts necessary or incident to the security interest granted hereunder to Secured Party by Borrower, (iii) giving any notices or recording any liens hereunder, and (iv) making any payments or taking any acts hereunder. The authority of Secured Party provided herein may be exercised only after the occurrence of an Event of Default or any event which upon notice or lapse of time or both shall constitute an Event of Default; and (g) Upon an Event of Default, Secured Party shall have the right at any time to make any payments and do any other acts such Secured Party may deem reasonably necessary to protect its security interest in the Collateral, including without limitation, paying, purchasing, contesting or compromising any encumbrance, charge or lien which in the judgment of such Secured Party appears to be prior to or superior to the security interest in or affects the value of the Collateral, and in exercising any such powers or authority, paying all expenses incurred in connection therewith, including reasonable attorney's fees, the repayment. of which by Borrower shall be secured under this Security Agreement. Borrower hereby agrees that it shall be bound by any such payment made or act taken by any Secured Party hereunder, and shall repay immediately to such Secured Party all sums expended by such Secured Party together with interest on the amount of each such expenditure from the date of such expenditure at the rate per annum set forth in the Note. Secured Party shall have no obligation to make any of the foregoing payments or perform any of the foregoing acts. 5. Events of Default. The occurrence of a default in any respect of the Obligation, which default is not cured by Borrower's pursuant to the terms of the Note, shall be an "Event of Default"under this Agreement. 6. Remedies on Default. Upon the occurrence of an Event of Default, the Secured Party may, at its option, without notice to or demand upon Borrower, do any one or more of the following: 2 (a) Declare the Obligation to be immediately due and payable whereupon all principal and interest on said Obligation and other indebtedness shall become and be immediately due and payable. (b) Exercise any and all of the rights and remedies provided for by the applicable Uniform Commercial Code, including without limitation, the right to recover the reasonable attorneys' fees and legal expenses incurred by Secured Party in the enforcement of this Security. (c) Enforce one or more remedies hereunder, successively or concurrently, and such action shall not operate to estop or prevent the Secured Party from pursuing any other or further remedy which it may have, and any repossession or retaking or sale of the Collateral pursuant to the terms hereof shall not operate to release Borrower until full payment of any deficiency has been made in cash. 7. Termination. This Security Agreement shall expire and have no further force or effect upon payment in full of all indebtedness of Borrower to Secured Party under the Obligation. Secured Party agrees to execute any and all termination statements and other documents necessary or appropriate to carry out the intent of this Section. 8. Miscellaneous. Any notices required hereunder shall be given in accordance with the terms of the Note. This Agreement shall be interpreted according to the laws of the State of California. Venue for any action brought to enforce this Agreement shall be in the state courts sitting in the County of Los Angeles, California, and Borrower and Secured Party hereby consent to the exclusive jurisdiction of such courts. Borrower shall be responsible to reimburse Secured Party for all reasonable attorneys, fees and costs incurred by Secured Party in the successful enforcement of this Agreement and Secured Party shall be entitled to an award for same. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above. BORROWER: By: Name: Sara Angulo Its: An Individual SECURED PARTY: AZUSA REDEVELOPMENT AGENCY a California public agency By: Name: F.M.Delach Its: 3 EDIT A Promissory Note [See attached] EXHIBIT A EXHIBIT B UCC-1 Financing Statement [See attached] Exhibit D SECURITY AGREEMENT This SECURITY AGREEMENT ("Agreement") is made effective as of October 1, 2008, by and between JOHN AND CARMEN ECKERT ("Borrower"), and AZUSA REDEVELOPMENT AGENCY, a California public agency("Secured Party"). RECITALS A. Borrower has executed a promissory note ("Note"), which is attached hereto as Exhibit A, of event date herewith in favor of Secured Parry in the principal amount of Twenty-Eight Thousand and No/100 Dollars ($28,000.00). The Note is made pursuant to that certain Loan Agreement of even date herewith. B. To induce Secured Party to extend to Borrower the credit evidenced by the Note, Borrower agrees to grant Secured Party, subject to the terms hereof, a security interest in any and all furniture, fixtures and equipment located at Borrower's ice cream shop business at 505 NORTH AZUSA AVENUE, Azusa, California, and/or used by Borrower, wherever located, to establish, maintain and/or operate such restaurant business, and which shall include, without limitation, the furniture, fixtures and equipment identified on the UCC-1 Financing Statement attached hereto as Exhibit B (collectively, "Collateral"). NOW, THEREFORE, Borrower and Secured Party agree as follows: 1. Grant of Security Interest. Borrower hereby grants to Secured Party a continuing security interest in the Collateral in order to secure prompt payment and performance of Borrower's obligation under the Note ("Obligation"). Secured Party's security interest in the Collateral shall attach without further act on the part of Secured Party or Borrower. 2. Perfection of Security Interest. Borrower shall execute and deliver to Secured Party, upon the request of Secured Parry and in a form satisfactory to Secured Party, any financing statements, continuation financing statements, and other documents that are reasonably necessary to perfect Secured Party's security interest in the Collateral. Otherwise, Borrower acknowledges and agrees that Secured Party is entitled to file the UCC-1 Financing Statement to perfect its security interest in the Collateral. 3. Further Assurances. Without limiting the generality of any provision in the Obligation, Borrower will, at the reasonable request of Secured Party, appear in and defend any action or proceeding which may affect Borrower's title to or the security interests of Secured Party in the Collateral. 4. Covenants of Borrower. Borrower warrants,represents,and covenants that: (a) Borrower will defend the Collateral against all claims and demands of all persons at any time claiming any interest therein; (b) Borrower has not previously and will not in any way encumber, hypothecate or create or permit to exist any lien, security interest or encumbrance on or other interest in the Collateral senior or adverse to that of Secured Party, nor will Borrower sell, transfer, assign, exchange or otherwise dispose of the Collateral, except in the ordinary course of business and otherwise for fair value, without the written consent of Secured Party; 1 F (c) Borrower will pay and discharge all taxes, assessments and governmental charges or levies against the Collateral prior to delinquency thereof and will keep the Collateral free of all unpaid charges whatsoever; (d) Borrower will keep and maintain the Collateral in good condition and repair. Borrower will not misuse or abuse the Collateral, or waste or allow it to deteriorate except for the ordinary wear and tear of its normal and expected use in Borrower's business. Borrower will comply with all laws, statutes and regulations pertaining to the use or ownership of the Collateral, except where the failure thereof does not adversely affect the Collateral or the condition, financial or otherwise, of Corporation. Nothing in this Section 4(d) shall prevent Borrower from improving the condition or quality of the Collateral; (e) Secured Party shall at all times upon reasonable notice to Borrower have the right during normal business hours to enter into and upon any premises where any of the Collateral or records with respect thereto are located for the purpose of inspecting the same, making copies of records, observing the use of any part of the Collateral, or otherwise protecting their security interest in the Collateral; (f) Upon, and during the continuation of, an "Event of Default" (as that term is defined in Section 5 hereof), Borrower hereby irrevocably appoints and constitutes Secured Party as Borrower's attorney-in-fact for purposes of(i) conveying any item of Collateral to any purchaser thereof, (ii) executing, in Borrower's stead, any certificates of ownership, registration cards, applications, affidavits or other documents required or necessary to transfer or convey any and all right, title and interest in and to the Collateral or any portion thereof, to any person or persons, or to perfect the security interest of Secured Party in any of the Collateral, and to do and perform any and all other acts necessary or incident to the security interest granted hereunder to Secured Party by Borrower, (iii) giving any notices or recording any liens hereunder, and (iv) making any payments or taking any acts hereunder. The authority of Secured Party provided herein may be exercised only after the occurrence of an Event of Default or any event which upon notice or lapse of time or both shall constitute an Event of Default; and (g) Upon an Event of Default, Secured Party shall have the right at any time to make any payments and do any other acts such Secured Party may deem reasonably necessary to protect its security interest in the Collateral, including without limitation, paying, purchasing, contesting or compromising any encumbrance, charge or lien which in the judgment of such Secured Party appears to be prior to or superior to the security interest in or affects the value of the Collateral, and in exercising any such powers or authority, paying all expenses incurred in connection therewith, including reasonable attorney's fees, the repayment of which by Borrower shall be secured under this Security Agreement. Borrower hereby agrees that it shall be bound by any such payment made or act taken by any.Secured Party hereunder, and shall repay immediately to such Secured Party all sums expended by such Secured Party together with interest on the amount of each such expenditure from the date of such expenditure at the rate per annum set forth in the Note. Secured Party shall have no obligation to make any of the foregoing payments or perform any of the foregoing acts. 5. Events of Default. The occurrence of a default in any respect of the Obligation, which default is not cured by Borrower's pursuant to the terms of the Note, shall be an "Event of Default" under this Agreement. 6. Remedies on Default. Upon the occurrence of an Event of Default, the Secured Party may,at its option, without notice to or demand upon Borrower, do any one or more of the following: 2 (a) Declare the Obligation to be immediately due and payable whereupon all principal and interest on said Obligation and other indebtedness shall become and be immediately due and payable. (b) Exercise any and all of the rights and remedies provided for by the applicable Uniform Commercial Code, including without limitation, the right to recover the reasonable attorneys' fees and legal expenses incurred by Secured Party in the enforcement of this Security. (c) Enforce one or more remedies hereunder, successively or concurrently, and such action shall not operate to estop or prevent the Secured Party from pursuing any.other or further remedy which it may have, and any repossession or retaking or sale of the Collateral pursuant to the terms hereof shall not operate to release Borrower until full payment of any deficiency has been made in cash. 7. Termination. This Security Agreement shall expire and have no further force or effect upon payment in full of all indebtedness of Borrower to Secured Party under the Obligation. Secured Party agrees to execute any and all termination statements and other documents necessary or appropriate to carry out the intent of this Section. 8. Miscellaneous. Any notices required hereunder shall be given in accordance with the terms of the Note. This Agreement shall be interpreted according to the laws of the State of California. Venue for any action brought to enforce this Agreement shall be in the state courts sitting in the County of Los Angeles, California, and Borrower and Secured Party hereby consent to the exclusive jurisdiction of such courts. Borrower shall be responsible to reimburse Secured Party for all reasonable attorneys' fees and costs incurred by Secured Party in the successful enforcement of this Agreement and Secured Party shall be entitled to an award for same. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above. BORROWER: By: Name: John Eckert Its: An Individual BORROWER: By: Name: Carmen Eckert Its: An Individual SECURED PARTY: AZUSA REDEVELOPMENT AGENCY a California public agency By: Name: F.M. Delach Its: 3 7 EXHIBIT A Promissory Note [See attached] EXHIBIT A EXHIBIT B UCC-1 Financing Statement [See attached] Exhibit E ECONOMIC DEVELOPMENT LOAN AGREEMENT BETWEEN CITY OF AZUSA AND BAMBINO'S PIZZA AND PASTA THIS LOAN AGREEMENT ("Agreement") is dated 2008, for reference purposes only and is entered into by and between the CITY OF AZUSA ("City"), a California municipal corporation with its principal place of business at 213 East Foothill Boulevard, Azusa, CA 91702, and BAMBINO'S PIZZA AND PASTA ("Participant"), an individual with its principal place of business at 627 North Azusa Avenue, Azusa, CA 91702 . ("Site"). City and Participant are sometimes herein referred to individually as "Party" and collectively as "Parties." RECITALS WHEREAS, City has been awarded by the United States Department of Housing and Urban Development ("HUD") a Community Development Block Grant pursuant to Title 42 of the United States Code, Section 5301 et seq. and Title 24 of the Code of Federal Regulations, Part 570 ("CDBG"), which authorizes the City,to allocate CDBG funds for the purpose of revitalizing economic development through the creation and retention of jobs for persons from low- or moderate-income households ("Program"); and WHEREAS, Section 5305, subdivision (17) of Title 42 of the United States Code expressly allows CDBG funds to be utilized to assist private for-profit entities; and WHEREAS, Participant has submitted an application to City to participate in the Program, and City has determined that Participant is eligible for the Program based on criteria which demonstrated that the retention of Participant's restaurant business ("Business") would provide jobs for residents of City from low- or moderate-income households by providing financial assistance to Participant be used for tenant improvements; and WHEREAS, Participant desires to enter into this Agreement with City to receive financial assistance in the form of CDBG funds, and City is willing to do so on the terns and conditions set forth in this Agreement. NOW, THEREFORE, for good and valuable consideration and the mutual promises contained herein, City and Participant agree as follows: -1- ' 1. EFFECTIVE DATE This Agreement will not become effective until the date ("Effective Date") on which all of the following are true: (i) this Agreement has been executed by Participant and delivered to City; and (ii) this Agreement has been executed by City's authorized representative. City shall deliver a fully executed counterpart original of this Agreement to Participant within ten (10) days from City's execution of this Agreement. Should City fail to execute this Agreement within thirty (30) days after the date of execution by Participant, this Agreement shall be void upon notice in writing from Participant. 2. DEFINITIONS Except to the extent modified or supplemented by the terms of this Agreement, any term defined in Title I of the Housing and. Community Development Act of 1974, as amended (codified as 42 U.S.C. 5301 et seq.), or in the regulations promulgated by HUD governing CDBG (codified as 24 C.F.R., Part 570) shall have the same meaning when used herein. 3. CITY LOAN 3.1 Loan Amount. The maximum loan amount of CDBG funds to be paid to Participant shall not exceed Thirty-Five Thousand Dollars ($35,000) ("Loan"). 3.2 Interest. Commencing with the date of first disbursement of the Loan, the Loan shall accrue simple interest at the rate of five percent (5%) per annum or the maximum rate allowed by law at the time of disbursement, whichever is less. 3.3 Security. As security for the Loan and prior to disbursement of any Loan proceeds from City to Participant, Participant shall execute and deliver to City a promissory note in substantially the form attached hereto as Exhibit "A" and incorporated herein by this reference ("Promissory Note") and written personal guarantees by Sara Angulo in substantially the form attached hereto as Exhibit `B" and incorporated herein by this reference (collectively, "Guaranty"). The Promissory Note and Guaranty shall be duly recorded in the office of the Los Angeles County Recorder. 3.4 Use of Funds. The Loan shall be used for the sole purpose of working capital, as further set forth in Exhibit "C". Participant further agrees to utilize the Loan to supplement rather than supplant funds otherwise available. 4. DISBURSEMENT OF LOAN The City Manager is authorized to disburse Loan proceeds for eligible expenses as specified in Exhibit "C", upon Participant's delivery to City of the following: (1) a Promissory Note executed by Participant's authorized representative(s); (2) the signed Guaranty; and (3) Evidence of Business, Workmen's Compensation, and Property Insurance -2- 5. TERM. 5.1 Loan Term. The term of the Loan shall be for a period of three (3) years, commencing on the date in which Participant satisfies the Employment Requirements, as defined in Section 6.33 ("Term"). The Term may be extended by mutual written agreement of both Parties. 5.2 Conditional Forgiveness of Loan. City shall forgive and discharge the remaining balance of the Loan, including any interest accrued, in the event Participant complies with the Employment Requirements for the full Term of the Loan. 5.3 Repayment of Loan. If Participant fails to fulfill the terms and conditions of this Agreement or this Agreement is terminated pursuant to Section 16, Participant shall repay, in cash, the remaining balance of the Loan, which shall include any interest accrued as of the date notification was delivered by City, within fifteen (15) days following Participant's receipt of written notification from City to repay the Loan. 6. OPERATION AND RVIPLEMENTATION BY PARTICIPANT . 6.1 Program. Participant will be responsible for utilizing the Loan in accordance with the required guidelines for the Program, which are attached hereto as Exhibit "D" and incorporated herein by this reference ("Program Guidelines"), in a manner satisfactory to City and consistent with any standards required as a condition of providing the Loan. No expenditures may be incurred prior to the Effective Date of this Agreement. 6.2 The City as a participant in the CDBG program, funded by the United States Department of Housing and Urban Development (HUD), requires that Participant comply with all standard CDBG regulations and Participant agrees to so comply. Participant shall retain existing and employ the new employees in accordance with the CDBG program requirements as outlined on Attachment No. 4 and shall comply with the provisions of the City of Azusa Economic Development Loan Program. In addition, program participants shall provide copies of the DE6 form, the State of California Quarterly Wage and Withholding Report, to the CDBG Division on a quarterly basis. 6.3 Emplovin Participant shall provide one (1) full-time equivalent job to persons from low- or moderate-income households, as defined in the Program Guidelines ("Employment Requirements"). Participant understands that no expenditures may be incurred until the Agreement has been fully executed. 6.4 Costs of Procurement. Participant shall be solely responsible for and shall bear all costs associated with the Business, including but not limited to management, employment, and licensing and permitting requirements, unless otherwise expressly provided in this Agreement. -3- 7. CONSTRUCTION REOUMEMENTS 7.1 Loan shall be used for construction of the Improvements. Construction of Improvements shall commence no later than 15 days after City's execution of this Agreement and shall be completed no later than 180 days after City's execution of this Agreement. 7.2 The Participant shall prepare and submit construction drawings and related documents ("Drawings") to the City for review in accordance with the Azusa Municipal Code. All design work must be approved by the City prior to commencement of construction of any Improvements. 7.3 The costs of constructing all Improvements on the Site necessary for Participant's business shall be borne by the Participant, except for the Loan to be made by City or Loans to be made by others. 8. LAWS AND REGULATIONS. 8.1 Participant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Participant shall be liable for all violations of such laws and regulations in connection with Services. If the Participant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Participant shall be solely responsible for all costs arising therefrom. Participant shall defend, indemnify and hold City, its . officials, directors, officers, employees, and agents free and harmless; pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 8.2 Participant acknowledges that if the Improvements being constructed by Participant are determined to be "public works", certain contract requirements would be applicable in accordance with California Public Contract Code sections 20688.1 through 20688.4, Health and Safety Code sections 33422.1 through 33423, inclusive, and payment of prevailing wages pursuant to Labor Code section 1720 et seq. 9. PERMITS. 9.1 Before commencement of construction or development of any buildings, structures or other work of improvement upon the Site, Participant shall secure or cause to be secured any and all permits and other documents necessary from any public entity, which may be required by City or any other governmental agency affected by such construction, development or work. City shall provide all proper assistance to Participant in securing these permits, including but not limited to coordination with all on-site and off-site building plans submitted to any public entity or public utility by Participant. All costs and fees in obtaining these.permits and other documents are not waived and shall be the sole expense and liability of Participant. Nothing contained herein shall entitle Participant to any preference or guaranty that any or all permits will -4- be issued. The City retains its sole and unfettered discretion as to any actions or considerations that may be asked or legally required of City. 10. DOCUMENTATION AND RECORD-KEEPING. 10.1 Retention. Participant shall retain all records pertinent to expenditures incurred under this Agreement, as are necessary and convenient for City to verify Participant's compliance with this Agreement, for a period of three (3) years after the termination of the Term, or after the resolution of all Federal audit findings, whichever occurs later. 10.2 Audits & Inspections. All of Participant's records with respect to any matters covered by this Agreement shall be made available to City at any time during normal business hours to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by Participant within thirty (30) days after receipt by Participant. Failure of Participant to comply with the above audit requirements will constitute a default of this Agreement. Participant hereby agrees to have an annual audit conducted in accordance with current City policy. 11. PROHIBITION AGAINST CHANGE IN OWNERSHIP. 11.1 Successors-in-Interest; Management. No voluntary or involuntary successor in interest of Participant shall acquire any rights or powers under this Agreement except as expressly set forth herein. Any change in ownership, management and control shall be subject to the approval of the City, but such approval shall not be unreasonably withheld. Participant shall not assign all or any part of this Agreement without the prior written approval of the City, which written approval shall not be unreasonably withheld. 11.2 Repayment. In the event that Participant: (a) ceases to conduct the Business at the Site; (b) sells or transfers any interest in the Business within the Term; and/or (c) adds a partner(s) to the Business within the Term, Participant shall repay, in cash, the remaining balance of the Loan, which shall include any interest accrued as of the date notification was delivered by City, within fifteen (15) days following Participant's receipt of written notification from City to repay the Loan. The term "cease business" shall mean when the Site is no longer used as the principal place of business for the Business, or has failed to operate the Business at the Site for a period of six (6)months. 12. GENERAL COMPLIANCE 12.1 General. Participant agrees to comply with all applicable federal, state and local laws and regulations. 12.2 Jurisdiction: Venue. This Agreement will be governed by and construed in accordance with the laws of the State of California. The parties expressly agree to the jurisdiction and venue of the appropriate courts in the County of Los Angeles, State of California. -5- 12.3 Nondiscrimination. Participant will not discriminate against any employee or applicant for employment because of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age, marital status, or status with regard to public assistance. Participant will take reasonable action to insure that all employment practices are free from such discrimination. Such employment practices include but are not limited to the following: hiring, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Participant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the City setting forth the provisions of this nondiscrimination clause. 12.4 Affirmative Action. 12.4.1 Approved Plan. Participant agrees that it shall be committed to carry out pursuant to City's specifications an Affirmative Action Program in keeping with the principles as provided in President's Executive Order 11246 of September 24, 1965. City shall provide Affirmative Action guidelines to Participant to assist in the formulation of such program. Participant shall submit a plan for an Affirmative Action Program for approval prior to the award of funds. 12.4.2 Access to Records. Participant shall fumish and cause each of its sub- Participants to furnish all information and reports required hereunder and will permit access to its books, records and accounts by City, HUD or its agent, or other authorized federal officials for purposes of investigation to ascertain compliance with the rules, regulations and provisions stated herein. 12.4.3 Notifications. Participant will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advancing the labor union or worker's representative of Participant's commitments hereunder, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 12.4.4 EEO/AA Statement. Participant will, in all solicitations or advertisements for employees placed by or on behalf of Participant, state that it is an Equal Opportunity or Affirmative Action employer. 12.5 Local Employment. To the greatest extent possible, employ lower income residents of City, in compliance with Section 3, Housing and Urban Development Act of 1968, as amended (codified as 12 U.S.C. 1701 et seq) 12.6 Local Regulations. In operating the Business, Participant agrees to the hiring goals defined by the Los Angeles County Community Development Commission ("CDC") and HUD. In meeting the hiring goals of the CDC and HUD, Participant agrees to comply with the rules and regulations of the CDC and HUD, and the Program Guidelines. -6- 13. POLITICAL ACTIVITY (a) No member, official or employee of City shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership or association in which it, directly or indirectly, is interested. (b) Participant warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement except for payments of Participant's attorneys' and Participants' fees as Participant may incur in preparation of this Agreement. (c) Participant may not conduct any activity, including any payment to any federal, state, or local governmental person, officer, or employee in connection with this Agreement, intended to influence legislation, administrative rule-making, or the election of candidates for public office during the Term of the Loan. (d) Participant shall comply with all applicable federal, state and City laws and regulations governing conflict of interest. 14. INDEMNIFICATION. (a) Except for the gross negligence or willful misconduct of City and/or its directors, officials, officers, employees, agents, representatives, and volunteers (collectively, "Indemnified Parties"), Participant shall indemnify, defend and hold harmless the Indemnified Parties from any claims, actions, suits, demands, damages, judgments, and expenses (including reasonable attorneys, fees and costs) which may be caused by or arise out of Participant's performance or nonperformance of this Agreement. (b) No member, official or employee of City shall be personally liable to Participant, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Participant or successor or on any obligations under the terms of this Agreement. (c) This Section 14 shall survive the termination of this Agreement. 15. INSURANCE (a)Participant shall procure and maintain during the entire period of this Agreement, at its sole expense, the following minimum insurance: (1) Participant shall procure and maintain Workers' Compensation Insurance as required by law for any employees to engaged by Participant at the site and, in case of any work that is contracted out, shall require that the contractor(s) and subcontractor(s) similarly provide Workers' Compensation Insurance for all of their respective employees engaged to work on the project. -7- (2) Participant shall procure and maintain comprehensive bodily injury liability, automotive bodily injury and property damage liability insurance as the City may require which shall protect Participant, City and any lessee, assignee, contractors or subcontractors from claims for such damages. The insurance required by this Agreement shall include a commercial general liability policy with policy limits of not less than Two Million Dollars ($2,000,000.00) combined single limit, including contractual liability. Such insurance shall be maintained until the repayment by Participant of City's Loan or total forgiveness of the Loan Note, as more particularly set forth in the Loan Note (defined herein). City may terminate this Agreement and demand payment of all amounts outstanding due under the Loan Note (defined herein) if the above insurance is not maintained. Participant shall and shall require to Participant from claims for damages for personal injury, including accidental and wrongful deaths, as well as from claims for property damage, which may arise from the performance of the commercial services rendered by Participant, it being provided that such insurance shall name City as an additional insured and it being further provided that such insurance shall provide for combined coverage limits of not less than $2,000,000.00 per occurrence. (b) Participant shall famish an original certificate of insurance countersigned by an authorized agent of the insurance carrier on a form of the insurance carrier setting forth the general provisions of the insurance coverage. This countersigned certificate for the liability policies named above shall name the Indemnified Parties as additional insureds under the policy. The certificate by the insurance carrier shall contain a statement of obligation on the part of the carrier to notify City by certified mail of any material change, cancellation or termination of the coverage at least thirty (30) days in advance of the effective date of any such material change, cancellation or termination. (c) Coverage provided hereunder by Participant shall be primary insurance and not contributing with any insurance maintained by City and the policy shall contain such an endorsement. The insurance policy or the certificate of insurance shall contain a waiver of subrogation for the benefit of City. The required certificate shall be furnished by Participant within ten (10) days following City's execution of this Agreement. 16. DEFAULT; TERMINATION 16.1 Default. Failure or delay by either Party to perform any term or provision of this Agreement constitutes a default under this Agreement. The Party who so fails or delays must commence to cure, correct, or remedy such failure or delay within thirty (30) days from the date of receipt of written notice by the non-defaulting Party, specifying the failure or default, and shall complete such cure, correction or remedy with reasonable diligence. Delay in giving such notice shall not constitute a waiver of any default. If a default remains uncured, the non-defaulting Party may not terminate this Agreement or institute proceedings against the Party in default until fifteen (15) days after giving such notice. -8- 16.2 Remedies. In addition to any other rights or remedies, either party may institute . legal action to cure, correct, or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement. Such legal actions must be instituted in the Superior Court of the City of Azusa, State of California, or in any other appropriate court in that City, or in the United States District Court in the Central District of California. 16.3 Suspension or Termination. 16.3.1 General. Either party may terminate this Agreement at any time by giving written notices to the other party of such termination and specifying the effective date thereof at least fifteen (15) days before the effective date of such termination. (a) Full Repayment. In the event of termination for cause by City or without cause by Participant, Participant shall repay, in cash, the remaining balance of the Loan, which shall include any interest accrued as of the date written notice of termination was delivered to the other Party. The amount set forth herein shall be paid within fifteen (15) days following receipt of written notification from City to repay the Loan. (b) Pro-Rated Repayment. In the event of termination without cause by City or for cause by Participant, Participant shall repay, in cash, the remaining balance of the Loan, which shall include any interest accrued as of the date written notice of termination was delivered to the other Party, pro-rated based on the Term of the Loan and the length of time remaining between the date of termination and the third year after commencement of the Term. The amount set forth herein shall be paid within fifteen (15) days following receipt of written notification from City to repay the Loan. 16.3.2 Breach of Agreement: For Cause. Either Party may suspend or terminate this Agreement for cause, in whole or in part, if the other Party materially fails to comply with any term of this Agreement, or with any of the rules, regulations or provisions referred to herein. Should Participant breach this Agreement, City may declare Participant ineligible for any further participation in the Program, in addition to other remedies as provided by law. 17. NOTICES, DEMANDS AND COMMUNICATIONS. Formal notices, demands and communications between City and Participant shall be sufficiently given if in writing and personally delivered or sent by overnight courier (e.g. Federal Express), or by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of City and Participant, as stated above. Such written notices, demands and communications may be sent in the same manner to such other addressees as either Party may from time to time designate by written notice to the other Party. To City: Roseanna J. Jara Senior Accountant City of Azusa 213 East Foothill Boulevard -9- Azusa, CA 91702 (626) 812-5299 To Participant: Sara Angulo Bambino's Pizza and Pasta 627 North Azusa Avenue Azusa, CA 91702 626-334-7418 Any written notice, demand or communication shall be deemed received immediately if delivered by hand and shall be deemed received on the fifth day from the date it is postmarked if delivered by registered or certified mail. 18. FORCED MAJEURE In addition to specific provisions of this Agreement, performance by either Party hereunder shall not be deemed to be in default where delays or defaults are due to war; insurrections; strikes; lock-outs; riots, floods; earthquakes; fires; casualties; acts of God; acts of the public enemy, epidemics; quarantine restrictions; freight embargoes; lack of transportation; unusually severe weather; inability to secure necessary labor, materials and tools; delays of any contractor, subcontractor or supplier; acts of the other party; acts or failure to act of the City or any other public or governmental entity (other than that acts or failure to act of City shall not excuse performance by City) or any other causes beyond the control or without the fault of the Party claiming an extension of time to perform. An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause. Times of performance under this Agreement may also be extended in writing by City and Participant. 19. INDEPENDENT CONTRACTOR. Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. City shall not be responsible for the payment of Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation Insurance, disability insurance for Participant or its contractors, subcontractors, employees, or agents. 20. ASSIGNMENT. Participant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without prior written consent of City. Any attempt to do so shall be null and void, and any assignee, hypothecatee, or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation, or transfer. Unless specifically stated to the contrary in City's written consent, any assignment, hypothecation, or transfer shall not release or discharge Participant from any duty or responsibility under this Agreement. In the event that City consents in writing to such an assignment, any assignee, " -10- hypothecatee or transferee shall expressly assume Participant's obligations hereunder by a written agreement in a form, and containing such security, as is reasonably acceptable to City. 21. HEADINGS The section headings contained in this Agreement are used only for the purposes of convenience, and shall not be deemed to limit the subjects or affect the construction of the sections or this Agreement or to be considered in their construction. 22. SEVERABILITY If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. 23. ENTIRE AGREEMENT This Agreement and its exhibits constitute the entire agreement between the Parties and supersedes any and all prior oral or written agreements. No modification of, or addition to, this Agreement shall be effective unless set forth in writing and signed by authorized agents of both Participant and City. This Agreement may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument. The parties acknowledge and agree that at all times they have intended that none of the preliminary negotiations concerning this transaction would be binding on either Party, and that they would be bound to each other only by a single formal comprehensive document containing this paragraph and all of the agreements of the Parties, in final form, which has been executed and delivered by City and Participant. The Parties acknowledge that none of the prior oral agreements between them (and none of the representations on which either of them has relied) relating to the subject matter of this Agreement shall have any force or effect whatever, except as and to the extent that such agreements and representations have been incorporated in this Agreement. 24. AMENDMENT (a) No part of this Agreement may be modified, altered, amended, waived, or changed without the express written consent of both Parties, with the modification, alternation, amendment, waiver or change in writing and subscribed to by both City and Participant. Approvals required of City or Participant shall be in writing and shall not be unreasonably withheld or delayed. Such amendments, modifications, or changes shall not invalidate this Agreement or relieve or release City or Participant from its obligations under this Agreement. 25. NO WAIVER Failure to insist on any one occasion upon strict compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such term, covenant, or condition, 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 -11- other time or times. 26. AUTHORITY TO ENTER AGREEMENT Participant has all requisite power and authority to conduct the Business at the Site and to execute, deliver, and perform the,Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 27. PARTICIPANT AGREEMENT/ECONOMIC DEVELOPMENT Participant shall execute concurrently with this Agreement that certain Participant/Economic Development Loan Agreement (CDBG Project Number 601030-08) attached hereto as Exhibit 'D'. In the event of any conflict between this Agreement and the Participant/Economic Development Loan Agreement, the provisions of the latter agreement shall control. Upon disbursement of any portion of the Loan by City to Participant, Participant may not terminate this Agreement or the Participant/Economic Development Loan Agreement. [Signatures on following page] -12- IN WITNESS WHEREOF, City and Participant have executed this Agreement as of the dates set opposite their signatures. CITY OF AZUSA Dated: Francis M. Delach, City Manager BAMBINO'S PIZZA AND PASTA. Dated: By: Sara Angulo -13- EXHIBIT "A" PROMISSORY NOTE $35,000 Azusa, California, _th of October, 2008 1. For value received, the undersigned, Sara Angulo, on behalf of BAMBINO'S PIZZA AND PASTA ("Maker"), promises to pay to CITY OF AZUSA ("City"), or order, at 213 East Foothill Boulevard, Azusa, California (or such other place as City may designate) the principal sum of Thirty-Five Thousand Dollars ($35,000.00) ("Principal"), together with interest accrued at a five percent (5%) per annum, if applicable ("Interest"). Interest which accrues and is unpaid shall be added to Principal on an annual basis and thereafter bear interest as if it were part of Principal. 2. This Promissory Note is made pursuant to that certain Loan Agreement, dated October 2008 (the "Agreement"), between BAMBINO'S PIZZA AND PASTA and the CITY OF AZUSA, which is incorporated herein by this reference. All initially capitalized terms used by not otherwise defined in this Promissory Note shall have the meanings assigned to such terms in the Agreement. Any default by Maker under the Agreement shall be deemed to be a default of this Promissory Note. 3. Maker may prepay in whole, or from time to time, in part, and without any premium or penalty therefore, the Principal amount then remaining unpaid together with any accrued unpaid Interest. Any prepayment shall first be applied to accrued unpaid Interest and thereafter to the balance to Principal. 4. Unless sooner repayable due to default or termination under the Agreement, Maker shall not be required to make any Principal or Interest payment(s) for the Term of the Loan. Provided no default or termination of the Agreement has occurred, the remaining balance of the Principal and accrued unpaid Interest is subject to conditional forgiveness pursuant to the terms and conditions of the Agreement. 5. If Maker should cease to operate the Business at the Site, or fails to meet the Employment Requirements, Maker shall pay to City, in cash, within fifteen (15) days of the Maker's receipt of written notification from City, the amount then owing on the Principal and accrued unpaid Interest. Such payment shall fully discharge Maker's obligation to City under this Promissory Note. 6. Maker agrees to indemnify, defend and hold harmless City, its officers, officials, employees, agents, successors and assigns from and against any and all claims, demands, costs, liabilities and obligations of any kind or nature arising out of any default hereunder, including without limitation all costs of collection, reasonable attorneys' fees, and costs of suit in the event the Principal and accrued unpaid Interest is not paid when due. Should suit be commenced to collect on this Promissory Note or any portion thereof, such sum as the Court may deem reasonable shall be added hereto as attorney's fees and costs of suit. 7. No delay or omission by City in exercising any rights under this Promissory Note shall operate as a waiver of such right or any other right under this Promissory Note or other agreements. 8. To the extent permitted by this Promissory Note and by operation of law, this Promissory Note shall be binding upon and inure to the benefit of the respective legal and personal representatives, successors, and assigns of Maker and City. 9. This Promissory Note shall be governed by and construed according to California law and consistent with the provisions of the Agreement. 10. Maker and the persons executing this Promissory Note on behalf of Maker hereby represent and warrant to City that: (a) Maker is a duly organized and validly existing corporation in good standing under the laws of California and has the full power and authority to execute, deliver and perform its obligations under this Promissory Note; (b) this Promissory Note constitutes the duly authorized, legally valid and binding obligation of Maker, enforceable against Maker in accordance with its terms; and (c) neither the execution, delivery or performance of this Promissory Note by Maker will breach any statute, law, ordinance, rule or regulation or conflict.with or result in a breach of any of the terms, conditions or provisions of any judgment, order, injunction, decree or ruling of any court or governmental authority to which Maker is subject or any agreement or instrument to which it is a party or by which it is bound, or constitute a default thereunder. 11. The payment and performance of this Promissory Note shall be secured by: (a) UCC-1 filing with the California Secretary of State under the California Uniform Commercial Code executed by Maker; and (b) Personal Guarantees by the persons set forth below. Executed at Azusa, California, as of the date first written above. BAMBINO'S PIZZA AND PASTA Dated: October_, 2008 By: Sara Angulo EXHIBIT `B" GUARANTY NOTE 1. RECITALS 1.1 CITY OF AZUSA ("Payor") and BAMBINO'S PIZZA AND PASTA ("Maker") executed that certain document entitled PROMISSORY NOTE on or about October _, 2008, pursuant to that certain Loan Agreement dated October 2008, between Maker and Payor("Agreement"). 1.2 Sara Angulo, ("Guarantor") has a financial interest in Maker and desires to execute this Guaranty Note in accordance with the terms and conditions set forth herein and in the Promissory Note and Agreement. All initially capitalized terms used by not otherwise defined in this Guaranty Note shall have the meanings assigned to such terms in the Agreement. 2.0 GUARANTEE 2.1 For and in consideration of the Loan by Payor and as a material inducement to Payor to make such Loan, Guarantor hereby jointly, severally, unconditionally and irrevocably guarantees the prompt payment by Maker of all sums payable by Maker under the Promissory Note and the faithfully and prompt performance by Maker of each and every one of the terms, conditions and covenants of the Promissory Note to be kept and performed by Maker. 2.2 The terms of the Promissory Note may be altered, affected, modified or changed by written agreemem between Payor and Maker, or by a course of conduct, and the Promissory Note may be assigned by Payor or any assignee of Payor without consent or notice to Guarantor and this Guaranty shall thereupon and thereafter guarantee the performance of the Promissory Note as so changed, modified, altered or assigned. 2.3 This Guaranty shall not be released, modified or affected by failure or delay on the part of Payor to enforce any of the rights or remedies of Payor under the Promissory Note, whether pursuant to the terms thereof or at law or in equity. 2.4 . No notice of default need be given to Guarantor, it being specifically agreed and understood that the guarantee of the undersigned is a continuing guarantee under which Payor may proceed forthwith and immediately against Maker following any breach or default by Maker or for the enforcement of any rights which Payor may have as against Maker pursuant to or under the terms of the Promissory Note or at law or in equity. 2.5 Payor shall have the right to proceed against Guarantor hereunder following any breach or default by Maker without first proceeding against Maker and without previous notice or to demand upon either Maker or Guarantor. 2.6 Guarantor hereby waives: (a) notice of acceptance of this Guaranty; (b) demand of payment, presentation and protest; (c) all right to assert or plead any statute of limitations as to or relating to the Guaranty and the Promissory Note; (d)any right to require Payor to proceed against Maker or any other Guarantor or any other person or entity liable to Payor; (e) any right to require Payor to apply to any default any security deposit or other security it may hold under the Promissory Note; (f) any right to require Payor to proceed under any other remedy Payor may have before proceeding against Guarantor; and (g) any right or subrogation. 2.7 Guarantor does hereby subrogate all existing or future indebtedness of Maker to Guarantor to the obligations owed to Payor under the Promissory Note and this Guaranty. 2.8 Any married person who signs this Guaranty expressly agrees that recourse may be held against his or her property for all of his or her obligations hereunder. 2.9 The obligations of Maker under the Promissory Note to execute and deliver estoppel statements and financial statements, as therein provided shall be deemed to also require the Guarantor hereunder to do and provide the same relative to Guarantor. 2.10 The terms "Payor" includes any assignee of said Payor, whether by outright assignment or by assignment for security, in addition to any successor to the interest of said Payor or of any assignee in the Promissory Note or any part thereof, whether by assignment or otherwise. 2.11 The terms "Maker" includes any successor to the interests of Maker, whether by assignment, sale, or otherwise. 2.12 In the event any action is brought by Payor against Guarantor hereunder to enforce the obligations hereinunder, the unsuccessful party in such action shall pay to the prevailing party therein a reasonable attorney's fee which shall be fixed by the court. [Signatures on following page] Executed this:day of October, 2008, at Azusa, California. "GUARANTOR" Dated: October 2008 By: Sara Angulo "PAYOR" CITY OF AZUSA Francis M. Delach, City Manager "MAKER" BAMBINO'S PIZZA AND PASTA By: Sara Angulo EXHIBIT "C" SCOPE OF DEVELOPMENT Participant shall use the loan proceeds for working capital. Dated: October 2008 BAMBINO'S PIZZA AND PASTA By: Sara Angulo EMPLOYMENT REQUIREMENTS Community Development Block Grant ("CDBG") economic development loans are based on job creation for persons from low- or moderate-income households. At least one full-time equivalent job is to be created per $35,000 of CDBG funds used. BAMBINO'S PIZZA AND PASTA will provide training for any of those jobs requiring special skills or education, as indicated on the attached "Job Generation" sheet. For purposes of being considered a created job, a job must be a new job (full or part-time) for the person, or the CDBG assistance must enable an existing income-producing "sideline" activity to become the person's principal occupation. In counting jobs, the following policies apply: 1. Part-time jobs must be converted to full-time equivalents 2. Only permanent jobs count--temporary jobs may not be included. 3. Seasonal jobs may be counted only if the season is long enough for the job to be considered as the employee's principal occupation. 4. All permanent jobs created by the activity must be counted even if the activity has multiple sources of funding. 5. Jobs indirectly created by an assisted activity(i.e., trickle-down jobs) may not be counted. To qualify, the person hired must be from a low/mod income household. To qualify as low or moderate income, information must be obtained on family size and income so it is evident that family income does not exceed the L/M limit. Prospective employees interviewed must complete a Prospective Employee Questionnaire (Exhibit 1) and must sign the form. The Prospective Employee Questionnaire serves as the self-certification form for household income qualification. This information must be available for monitoring by City staff,. County of Los Angeles Community Development Commission staff, and the United States Department of Housing and Urban Development staff. Documentation to be attached to this agreement by BAMBINO'S PIZZA AND PASTA is as follows: A. A listing by iob title of the permanent jobs to be created, identifying which are part-time, if any, and which jobs require special skills or education--a "Job Generation" form (Exhibit 2). B. A description of the actions to be taken by the recipient and business to ensure that persons from low- or moderate-income households receive first consideration for those jobs-- "Actions to Ensure First Consideration of Low and Moderate Income Persons" form (Exhibit 3). Exhibit D Exhibit 2: JOB GENERATION FORM BAMBINO'S PIZZA AND PASTA Job Category Number/ Available Are Job Title (see attached) Wage Hours Scheduled to Low/Mod Employer Healthcare Benefits Provided? Wait Staff Person 9—Service $8.00 40 hrs Yes No (Retained) workers Total Jobs Retained: I FTE Total Jobs Required to I FTE Create and Retain: Exhibit 2 Exhibit 3: ACTIONS TO ENSURE FIRST CONSIDERATION OF LOW-AND MODERATE-INCOME PERSONS BAMBINO'S PIZZA AND PASTA Bambino's Pizza and Pasta will implement the following comprehensive plan designed to ensure first consideration of persons from low- or moderate-income households for jobs created by the Economic Development Project. The plan will consist of the following actions which will insure early exposure of employment opportunities to residents of the City of Azusa from low- or moderate-income households: 1. A comprehensive program to adequately advertise the job opportunities in local publications. A particular focus will be publications serving low- and moderate- income households. The Pennysaver (a weekly local publication delivered free of charge to each home in Azusa) and La Opinion, a Spanish language publication. 2. Notice of available positions will be posted on the window of the business. Exhibit D EXHIBIT "D" PARTICIPANT/ECONOMIC DEVELOPMENT LOAN AGREEMENT BETWEEN CITY OF AZUSA AND BAMBINO'S PIZZA AND PASTA CDBG PROJECT NUMBER: 601030-08 THIS AGREEMENT is entered into this _th day of October, 2008 ("Agreement"), by and between the City of Azusa (herein referred to as "Grantee") and BAMBINO'S PIZZA AND PASTA, located at 627 North Azusa Avenue, Azusa, CA 91702 (herein referred to as "Participant"). WHEREAS, Grantee has applied for and received funds from the United States Government under Title I of the Housing and Community Development Act of 1974, Public Law 93-383; and WHEREAS, Grantee wishes to engage Participant to assist Grantee in utilizing such funds; NOW, THEREFORE, it is agreed between the parties hereto that; 1. SCOPE OF SERVICE A. Activities Participant will be responsible for utilizing CDBG loan funds and following the Economic Development Loan Program guidelines, in a manner satisfactory to Grantee and consistent with any standards required as a condition of providing these funds. No expenditures may be incurred until the Agreement has been fully executed. . The Economic Development Program will include the following activities eligible under the Community Development Block Grant(CDBG) Program: B. Program Delivery Participant agrees that the economic development funds will be utilized according to the terms of the Agreement. One (1) full-time equivalent job will be created or retained for the Thirty-Five Thousand Dollars ($35,000) of funds received. Jobs created/retained will be filled by persons from low- and moderate-income households as defined in the EDLP Guidelines. Participant understands that no expenditures may be incurred until the Agreement has been full executed. Participant agrees that in the event an CDBG Y P gr' Y funds are to be expended for construction, renovation, demolition, decorating or installation expenses, such planned expenditures will be disclosed in advance of commencing any bidding. Exhibit D C. General Administration Participant is authorized to implement the project identified upon the execution by Participant's authorized signatory. Said implementation shall be in full accordance with the requirements, conditions, and assurance defined in the Agreement between Grantee and Participant. hi addition, Participant agrees to comply with all standard CDBG regulations. D. Levels of Accomplishment In addition to the normal administrative services required as part of this Agreement, Participant agrees to provide the following levels of program services: One (1) full-time equivalent (FTE) low to moderate income employees shall be hired or retained for the Thirty-Five Thousand Dollars ($35,000) loaned. Employees shall be qualified under income requirements. E. Staffing Any staff time charged to the CDBG program will be in compliance with federal and program regulations. F. Performance Monitoring Grantee will monitor the performance of Participant against goals and performance standards required herein. Substandard performance as determined by Grantee will constitute non-compliance with this Agreement. If action to correct such substandard performance is not taken by Participant within a reasonable period of time after being notified by Grantee, Agreement suspension or termination procedures will be initiated. II. TIME OF PERFORMANCE Services of Participant shall start on the day of October, 2008, and end on the day of October, 2011. The term of this Agreement and the provisions herein shall be extended to cover any additional time period during which Participant remains in control of CDBG funds or other assets including program income. In compliance with the terms of the Economic Development Loan Policy, the three (3) year compliance period commences with satisfaction of the job creation requirements and extends for a period of one (1) year. III. PAYMENT It is expressly agreed and understood that the total amount to be paid by Grantee under this Agreement shall not exceed Thirty-Five Thousand Dollars ($35,000). Draw downs for the payment of eligible expenses shall be made against the line item budgets specified in Exhibit "C" to the Loan Agreement, dated October _, 2008 and in accordance with performance. Expenses for general administration shall also be paid against the line item Exhibit D budget specified in Exhibit "C" to the Loan Agreement and in accordance with performance. IV. NOTICES Communication and details concerning this Agreement shall be directed to the following Agreement representatives: Grantee Participant Roseanna J. Jara, Sr. Accountant - Redevelopment Sara Angulo City of Azusa Bambino's Pizza and Pasta 213 East Foothill Boulevard 627 North Azusa Avenue Azusa, CA 91702 Azusa, CA 91702 626-812-5299 626-334-7418 V SPECIAL CONDITIONS Participant agrees to comply with the requirements of Title 24 Code of Federal Regulations, Part 570 of the U.S. Department of Housing and Urban Development (HUD) regulations CDBG and all federal regulations and policies issued pursuant to these regulations. Participant further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available. VI GENERAL CONDITIONS A. General Compliance Participant agrees to comply with all applicable federal, state and local laws .and regulations governing the funds provided under this Agreement. B. Independent Contractor Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. Participant shall at all times remain an independent contractor with respect to the services to be performed under this Agreement. Grantee shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation Insurance, as Participant is an Independent Contractor. C. Hold Harmless Notwithstanding any other agreements, Participant agrees to hold harmless, defend and indemnify Grantee, agents, employees, and officers against any legal liability in respect to bodily injury, death, and property damage arising from the negligence of Participant in relationship to this Agreement in the part of any service or activity related to this Exhibit D Agreement, and in respect to any and all claims, actions, suits, charges and judgments whatsoever that arise out of Participant's performance or nonperformance of the services or subject matter called for in this Agreement. D. Workers' Compensation Participant shall provide Workers' Compensation Insurance coverage for all employees involved in the performance of this Agreement. E. Insurance Participant shall furnish to Grantee a Certificate of Insurance evidencing insurance. The indemnified parties named in Section 15 of the Loan Agreement of October _, 2008, shall be named as additionally insured. All such insurance policies shall include a clause requiring that the insurance company give thirty (30) days notice in writing to the additionally insured prior to cancellation or termination of the policy. The insurance shall include a commercial general liability policy with policy limits of not less than two million dollars ($2,000,000.00) combined single limit, including contractual liability. This agreement is null and void if the insurance policy is not current. F. Grantor Recognition Participant shall recognize the role of the grantor agency in providing services through this Agreement. All activities, facilities and items utilized pursuant to this Agreement shall be prominently labeled as to funding source. In addition, Participant will include a reference to the financial support provided herein in all publications made possible with funds made available under this Agreement. G. Amendments Grantee or Participant may amend this Agreement at any time provided that such amendments made a specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of both organizations, and approved by Grantee's governing body. Such amendments shall not invalidate this Agreement, or relieve or release Grantee or Participant from its obligations under this Agreement Grantee may, at its discretion, amend this Agreement to conform with federal, state or local governmental guidelines, policies and available funding amounts, or for other reasons. If such amendments result in a change in the funding, the scope of services, or schedule of, the activities to be undertaken as part of this agreement, such modifications -will be incorporated only by written amendment signed by both Grantee and Participant. H. Suspension or Termination Either party may terminate this Agreement at any time by giving written notices to the other party of such termination and specifying the effective date thereof at least thirty(30) Exhibit D days before the effective date of such termination. Partial terminations of the Scope of Service in Section I above may only be undertaken with the prior approval of Grantee. In the event of any termination for convenience, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or other materials prepared by Participant under this Agreement shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents or materials prior to the termination. Grantee may also suspend or terminate this Agreement, in whole or in part, if Participant materially fails to comply with any term of this Agreement, or with any of the rules, regulations or provisions referred to herein; and Grantee may declare Participant ineligible for any further participation in Grantee contracts, in addition to other remedies as provided by law. In the event there is probable cause to believe Participant is in noncompliance with any applicable rules or regulations, Grantee may withhold up to fifteen (15) percent of said contract funds until such time as Participant is found to be in compliance by Grantee, or is otherwise adjudicated to be in compliance. VII ADMINISTRATIVE REQUIREMENTS A. Financial Management 1. Accounting Standards Participant agrees to comply with Attachment F of OMB Circular A-110 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. 2. Cost Principles Participant shall administer its program in conformance with OMB Circular A- 122, "Cost principles for Non-Profit Organizations." Of A-21, "Cost Principles for Educational Institutions," as applicable; and if Participant is a governmental or quasi-governmental agency, the applicable sections of 24 CFR Part 85, "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments," for all costs incurred whether charged on a direct or indirect basis. B. Documentation and Record-Keeping 1. Records to be Maintained Participant shall maintain all records required by the Federal regulations specified in 24 CFR Part 570, Section 570.506 and that are pertinent to the activities funded under this Agreement. Such records shall include but not be limited to: a. Records providing a full description of each activity undertaken; Exhibit D b. Records demonstrating that each activity undertaken meets one of the National Objectives of the CDBG program;. C. Records required determining the eligibility of activities; d. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance; e. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; £ Financial records as required by 24 CFR Part 570, Section 570.502, and OMB Circular A-110; and g. Other records necessary to document compliance with Subpart K of 24 CFR 570. Where the project is qualified .by income, Participant will be responsible for maintaining income documentation to ensure that program beneficiaries are of low- and moderate-income. Income documentation must be made available to auditors in a manner satisfactory to the recipient and consistent with any standards required as a condition of providing these funds. 2. Retention Participant shall retain all records pertinent to expenditures incurred under this Agreement for a period of three (3) years after the termination of all activities funded under this agreement, or after the resolution of all Federal audit findings, whichever occurs later. Records for non-expendable property acquired with funds under this Agreement shall be retained for three (3) years after final disposition of such property. Records for any displaced person must be kept for three (3) years after he/she has received final payment. 3. Client Data Participant shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and .a description of services provided. Such information shall be made available to Grantee monitors or their designees for review upon request. 4. Disclosure Participant understands that client information collected under this Agreement is private and the use or disclosure of such information, when not directly connected with the administration of Grantee's or Participant's responsibilities with respect Exhibit D to services provided under this Agreement, is prohibited by the California Data privacy Act unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian. 5. Property Records Participant shall maintain real property inventory records which clearly identify properties purchased, improved or sold. Properties retained shall continue to meet eligibility criteria and shall conform with the "changes in use" restrictions specified in 24 CFR Part 570, Section 570.503(b)(8). 6. National Objectives Participant agrees to maintain documentation that demonstrates that the activities carried out with funds provided under this Agreement meet one or more of the CDBG program's national objectives: 1) Benefit low-to-moderate-income persons; 2) Aid in the prevention or elimination of slums or blight; or 3) Meet community development needs having a particular urgency— as defined in 24 CFR Part 570, Section 570.208. 7. Close-Outs Participant's obligation to Grantee shall not end until all close-out requirements are completed within thirty (30) days after expiration of this Agreement. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of all unused materials, equipment, unspent cash advances, program income balances, and receivable accounts to Grantee, and determining the custodianship of records. 8. Audits & Inspections All of Participant's records with respect to any matters covered by this Agreement shall be made available to Grantee, grantor agency, their designees or the Federal Government, at any time during normal business hours or as often as Grantee or grantor agency deems necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by Participant within thirty (30) days after receipt by Participant. Failure of Participant to comply with the above audit requirements will constitute a violation of this Agreement and may result in the withholding of future payments. Participant hereby agrees to have an annual agency audit conducted in accordance with current city policy concerning Participant audits. Exhibit D C. Reporting and Payment Procedures 1. Budgets No more than the amount specified may be spent within the cost category without written approval of the Grantor. 2. Program Income Participant shall report quarterly all program income as defined at 24 CFR Part 570, Section 570.500(a) generated by activities carried out with CDBG funds made available under this Agreement. The use of program income by Participant may use such income during the Agreement period for activities permitted under this Agreement and shall reduce requests for additional funds by the amount of any such program income balances on hand. All unused program income shall be returned to Grantee at the end of the Agreement period. Any interest earned on cash advances from the U.S. Treasury is not program income and shall be remitted promptly to Grantee. 3. Indirect Costs If indirect costs are charged, Participant will develop an indirect cost allocation plan for determining the appropriate Grantee share of administrative costs and shall submit such plan to Grantee for approval, prior to the execution of the Agreement. 4. Payment Procedures Grantee will pay to Participant funds available under this Agreement based upon information submitted by Participant and consistent with any approved budget and city policy concerning payments. With the exception of certain advances, payments will be made for eligible expenses actually incurred by Participant and not to exceed actual cash requirements. Payments will be adjusted by Grantee in accordance with advance fund and program income balances available in Participant accounts. In addition, Grantee reserves the right to liquid funds available under this Agreement for costs incurred by Grantee on behalf of Participant. D. Procurement 1. Compliance Participant shall comply with current federal policy concerning the purchase of equipment and shall maintain an inventory of all non-expendable personal property as defined by such policy as may be procured with funds provided herein. All program assets (unexpended program income, property, equipment, etc.) shall revert to Grantee upon termination of this Agreement. Exhibit D 2. OMB Standards Participant shall procure materials in accordance with the requirements of Attachment O of OMB Circular A-110, Procurement Standards, and shall subsequently follow Attachment N, Property Management Standards, covering utilization of disposal of property. 3. Travel Participant shall obtain written approval from Grantee for any travel outside the metropolitan area with funds provided under this Agreement. 4. Relocation,Acquisition and Displacement Participant agrees to comply with 24 CFR 570.606 relating to the acquisition and disposition of all real property utilizing grant funds, and to the displacement of persons, businesses, nonprofit organizations and farms occurring as a direct result of any acquisition of real property utilizing grant funds. Participant agrees to comply with applicable Grantee Ordinances, Resolutions, and Policies concerning displacement of individuals from their residences. VIII PERSONNEL & PARTICIPANT REOUIREMENTS A. Civil Rights 1. Compliance Participant agrees to comply with all city and state civil rights ordinances and with Title VI of the Civil Rights Act of 1964 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Section 109 of Title I of the Housing and Community Development Act of 1974, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with Executive Order 11246 as amended by Executive Orders 11375 and 12086. 2. Nondiscrimination Executive Order 11246 requires that during the performance of this Agreement, the consultant agrees not to discriminate against any employee or applicant for employment because of race, religion, sex, color, or national origin. The consultant will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, religion, sex, color, or national origin. Such action shall include, but not limited to, the following: employment upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The consultant agrees to post in conspicuous places, available to employees and Exhibit D applicants for employment, notices to be provided by the consultant setting forth the provisions of this nondiscrimination clause. 3. Civil Rights Act of 1964 Title VI of the Civil Rights Act of 1964 provides that no person shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance. 4. Housing and Community Development Act of 1974 Section 109, Title I of the Housing and Community Development Act of 1974, provides that no person shall discriminate against any person or deny benefits on the basis of race, color, national origin, or sex under any program or activity funded in whole or in part with funds made available under this Title. 5. Prohibition of Age Discrimination Prohibition against discrimination on the basis of age under the Age Discrimination Act of 1975, or with respect to an otherwise qualified handicapped individual, as provided in Section 504 of the Rehabilitation Act of 1973, shall also apply to any such program or activity. 6. Land Covenants This Agreement is subject to the requirements of Title VI of the Civil Rights Act of 1964 (P.1 88-3520 and 24 CFR 570, Part I). In regard to the sale, lease, or other transfer of land acquired, cleared or improved withassistance provided under this Agreement, Participant shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination as herein defined, in the sale, lease or rental, or in the use or occupancy of such land, or in any improvements erected or to be erected thereon, providing that Grantee and the United States are beneficiaries of and entitled to enforce such covenants. Participant, in undertaking its obligation to carry out the program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant, and will not itself so discriminate. 7. Section 504 Participant agrees 'to comply with any federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973, 929 U.S.C.706) which prohibits discrimination against the handicapped in any federally assisted program. Grantee shall provide Participant with any guidelines necessary for compliance with that portion of the regulations in force during the term of this Agreement. Exhibit D B. Affirmative Action 1. Approved Plan Participant agrees that it shall be committed to carry out pursuant to Grantee's specifications an Affirmative Action Program in keeping with the principles as provided in President's Executive Order 11246 of September 24, 1965. Grantee shall provide Affirmative Action guidelines to Participant to assist in the formulation of such program. Participant shall submit a plan for an Affirmative Action Program for approval prior to the award of funds. 2. W/MBE Participant will use its best efforts to afford minority and women-owned business enterprises the maximum practicable opportunity to participate in the performance of this Agreement. As used in this Agreement, the term "minority and female business enterprise" means a business at least fifty-one (51) percent owned and controlled by minority group members or women. For the purpose of this definition, "minority group members" are Afro-Americans, Spanish-speaking, Spanish surnamed or Spanish-heritage Americans, Asian-Americans, and American Indians. Participant may rely on written representations by Participants regarding their status as minority and female business enterprises in lieu of an independent investigation. 3. Access to Records Participant shall furnish and cause each of its sub-Participants to furnish all information and reports required hereunder and will permit access to its books, records and accounts by Grantee, HUD or its agent, or other authorized federal officials for purposes of investigation to ascertain compliance with the rules, regulations and provisions stated herein. 4. Notifications Participant will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advancing the labor union or worker's representative of Participant's commitments hereunder, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 5. EEO/AA Statement Participant will, in all solicitations or advertisements for employees placed by or on behalf of Participant, state that it is an Equal Opportunity or Affirmative Action employer. Exhibit D 6. Subcontract Provisions Participant will include the provisions of Paragraphs VII A, Civil Rights, and B Affirmative Action, every subcontract or purchase order, specifically or by reference, so that such provisions will be binding upon each sub-Participant or vendor. C. Employment Restrictions 1. Prohibited Activity Participant is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities; sectarian, or religious activities;lobbying,political patronage, and nepotism activities. 2. OSHA Where employees are engaged in activities not covered under the Occupational Safety and Health Act of 1970, they shall not be required or permitted to work, be trained, or receive services in buildings or surroundings or under working conditions which are unsanitary, hazardous or dangerous to the participants' health or safety. 3. Right to Know Participants employed or trained for inherently dangerous occupations, e.g., fire or police jobs, shall be assigned to work in accordance with reasonable safety practices. Participant will comply with the Minnesota Right to Know Act. 4. Labor Standards Participant p t agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis-Bacon Act as amended, the provisions of Contract Work Hours, the Safety Standards Act, the Copeland "Anti-Kickback" Act (40 U.S.C. 276, 327-333) and all other applicable federal, state and local laws and regulations pertaining to labor standards insofar as those act apply to the performance of this Agreement. Participant shall maintain documentation which demonstrates compliance with hour and wages requirements of this part. Such documentation shall be made available to Grantee for review upon request. Participant agrees that, except with respect to the rehabilitation or construction of residential property designed for residential use for less than eight (8) households, all contractors engaged under contracts in excess of$2,000.00 for construction, renovation or repair of any building or work financed in whole or in part with assistance provided under this Agreement, shall comply with federal requirements adopted by Grantee pertaining to such contract, shall comply with federal requirements adopted by Grantee pertaining to such contracts and with the Exhibit D 1 applicable requirements of the regulations of the Department of Labor, under 29 CFR, Parts 3, 1, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journeymen; provided, that if wage rates higher than those required under the regulations are imposed by state or local law, nothing hereunder is intended to relieve Participant of its obligation, if any, to require payment of the higher wage. Participant shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph, for such contracts in excess of$10,000.00. 5. Local Employment To the greatest extent possible, employ lower income residents of the project area, in compliance with Section 3, Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701 et. seq. D. Conduct 1. Assignability Participant shall not assign or transfer any interest in this Agreement without the prior written consent of Grantee thereto; provided, however, that claims for money due or to become due to Participant from Grantee under this Agreement may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to Grantee. 2. Hatch Act _ Participant agrees that no funds provided, nor personnel employed under this Agreement, shall be in any way or to any extent engaged in the conduct of political activities in violation of Chapter 15 of Title V United States Code. 3. Conflict of Interest Participant agrees to abide by the provisions of 24 CFR Part 570, Section 570.611 with respect to conflicts of interest and covenants that it presently has no financial interest and shall not acquire any financial interest, direct or indirect, which would conflict in any manner or degree with the performance of services required under this Agreement. Participant further covenants that in the performance of this Agreement, no person having such a financial interest shall be employed or retained by Participant hereunder. These conflict of interest provisions apply to any person who is an employee, agent consultant, officer, or elected official or appointed official of Grantee. or of any designated public agencies or Participants that are receiving funds under the CDBG Entitlement program. Exhibit D 4. Subcontracts a. Approvals Participants shall not enter into any subcontracts with any agency or individual in the performance of this Agreement without the prior written consent of Grantee prior to the execution of such agreement. b. Monitorine Participant will monitor all subcontracted services on a regular basis to assure Agreement compliance. Results of monitoring efforts shall be summarized in written reports and supported with documented evidence of follow-up actions taken to correct areas of noncompliance.. C. Content Participant shall cause all of the provisions of this Agreement in its entirety to be included in and made apart of any subcontract executed in the performance of this Agreement. d. Selection Process Participant shall undertake to insure that all subcontracts let in the performance of this Agreement shall be awarded on a fair and open competition basis. Executed copies of all subcontracts shall be forwarded to Grantee along with documentation concerning the selection process. 5. Copyright If this Agreement results in any copyrightable material, Grantee and/or grantor agency reserves the right to royalty-free, non-exclusive and irrevocable license to reproduce, publish or otherwise use and to authorize others to use, the work for government purposes. 6. Religious Organization Participant agrees .that funds provided under this Agreement will not be utilized for religious activities, to promote religious interests, or for the benefit of a religious organization in accordance with the federal regulations specified in 24 CFR Part 570, Section 570.2006). IX ENVIRONMENTAL CONDITIONS A. Air and Water Participant agrees to comply with the following regulations insofar as they apply to the performance of this Agreement: Exhibit D • Clean Air Act, 42 U.S.C., 1857, et seq. • Federal Water Pollution Control Act, as amended, 33 U.S.C., 1251, et seq., as amended 1318 relating to inspection, monitoring, entry, reports and information, as well as other requirements specified in said Section 114 and Section 308, and all regulations and guidelines issued thereunder. • Environmental Protection Agency (EPA) regulations pursuant to 40 CFR., Part 50, as amended. • National Environmental Policy Act of 1969. • HUD Environmental Review Procedures (24 CFR, Part 58). • California Environmental quality Act of 1974. B. Flood Disaster Protection Participant agrees to comply with the requirements of the Flood Disaster Protection Act of 1973 (P.L.-2234) in regard to the sale, lease or other transfer of land acquired, cleared or improved under the terms of this Agreement, as it may apply to the provisions of this Agreement. C. Lead-Based Paint Participant agrees that any construction or rehabilitation of residential structures with assistance provided under this Agreement shall be subject to HUD lead- based Paint Regulations at 24 CFR Part 570, Section 570.608, and 24 CFR Part . 35, and in particular Sub-Part B thereof. Such regulations pertain to all HUD- assisted housing and require that all owners, prospective owners, and tenants or properties constructed prior to 1978 be properly notified that such properties may include lead-based paint. Such notification shall point out the hazards of lead- based paint and explain the symptoms, treatment and precautions that should be taken when dealing with lead-based paint poisoning. D. Historic Preservation Participant agrees to comply with the Historic Preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. 470) and the procedures set forth in 36 CFR, part 800, Advisory Council on Historic Preservation Procedures for Protection of Historic Properties, insofar as they apply to the performance of this Agreement. In general, this requires concurrence from the State Historic Preservation Officer for all rehabilitation and demolition of historic properties that are fifty years old or older or that are included on a Federal, State, or local historic property list. Exhibit D IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF AZUSA Dated: October 2008 Francis M. Delach, City Manager Attest to: City Clerk Approved as to Form: BEST BEST &KREIGER, LLP City Attorney PARTICIPANT BAMBINO'S PIZZA AND PASTA Dated: October , 2008 Sara Angulo Exhibit D ATTACHMENTS ATTACHMENT A COUNTY LOBBYIST CERTIFICATION ATTACHMENT B PROCUREMENT REQUIREMENTS ATTACHMENT C DUNS NUMBER ATTACHMENT D SMALUINFORMAL BID FORM ATTACHMENT E EMPLOYMENT REQUIREMENTS Exhibit 1 Prospective Employee Questionnaire (With 2008 Income Guidelines) Exhibit 2 Job Generation Form Exhibit 3 Actions to Ensure First Consideration of Low- and Moderate-Income Persons Exhibit D TABLE OF CONTENTS Recitals..............................................................................................Error!Bookmark not defined. I. SCOPE OF SERVICE...........................................................................................................2 A. Activities.........................................................................................................................................2 B. Program Delivery......................................................................................................................2 C. General Administration................................................................................................................3 D. Levels of Accomplishment............................................................................................................3 E. Staffing...........................................................................................................................................3 F. Performance Monitoring..............................................................................................................3 77. TIME OF PERFORMANCE............................................................................................ 3 III. PAYMENT.........................................................................................................................3 IV. NOTICES...........................................................................:............................................... 4 VSPECIAL CONDITIONS..................................................................................................... 4 VIGENERAL CONDITIONS................................................................................................ 4 A. General Compliance......................................................................................................................4 B. Independent Contractor...............................................................................................................4 C. Hold Harmless...............................................................................................................................4 D. Workers' Compensation.............................................................................:.................................5 E. Insurance....................:................................................................................................................... 5 F. Grantor Recognition.....................................................................................................................5 G. Amendments...................................................:..............................................................................5 H. Suspension or Termination.......:.................................................................................................. 5 VII ADMINISTRATIVE REQUIREMENTS......................................................................... 6 A. Financial Management.................................................................................................................6 1. Accounting Standards .................................................................................................. 6 2. . Cost Principles............................................................................................................... 6 B. Documentation and Record-Keeping..........................................................................................6 1. Records to be Maintained ............................................................................................ 6 2. Retention........................................................................................................................ 7 3. Client Data..........................................................:.......................................................... 7 4. Disclosure....................................................................................................................... 7 5. Property Records .......................................................................................................... 8 6. National Objectives....................................................................................................... 8 7. Close-Outs.................................................:.................................................................:.. 8 Exhibit D 8. Audits & Inspections .................................................................................................... 8 C. Reporting and Payment Procedures............................................................................................ 9 1. Budgets........................................................................................................................... 9 2. Program Income............................................................................................................ 9 3. Indirect Costs ................................................................................................................ 9 4. Payment Procedures ..................................................................................................... 9 D. Procurement.................................................................................................................................. 9 1. Compliance.................................................................................................................... 9 2. OMB Standards .......................................................................................................... 10 3. Travel........................................................................................................................... 10 4. Relocation,Acquisition and Displacement............................................................... 10 VIII PERSONNEL &PARTICIPANT REQUIREMENTS.................................................. 10 A. Civil Rights................................................................................................................................... 10 1. Compliance.................................................................................................................. 10 2. Nondiscrimination....................................................................................................... 10 3. Civil Rights Act of 1964.............................................................................................. 11 4. Housing and Community Development Act of 1974................................................ 11 5. Prohibition of Age Discrimination ............................................................................ 11 6. Land Covenants .......................................................................................................... 11 7. Section 504................................................................................................................... 11 B. Affirmative Action ...................................................................................................................... 12 1. Approved Plan..............:.............................................................................................. 12 2. W/MBE ........................................................................................................................ 12 3. Access to Records........................................................................................................ 12 4. Notifications................................................................................................................. 12 5. EEO/AA Statement..................................................................................................... 12 6. Subcontract Provisions............................................................................................... 13 C. Employment Restrictions........................................................................................................... 13 1. Prohibited Activity...................................................................................................... 13 2. OSHA..................................................................................................:........................ 13 3. Right to Know ............................................................................................................. 13 4. Labor Standards......................................................................................................... 13 5. Local Employment...................................................................................................... 14 D. Conduct........................................................................................................................................14 1. Assignability................................................................................................................ 14 2. Hatch Act.................................................................................................................:... 14 3. Conflict of Interest...................................................................................................... 14 4. Subcontracts................................................................................................................ 15 5. Copyright..................................................................................................................... 15 6. Religious Organization............................................................................................... 15 IX ENVIRONMENTAL CONDITIONS.............................................................................. is A. Air and Water.............................................................................................................................. 15 Exhibit D B. Flood Disaster Protection........................................................................................................... 16 C. Lead-Based Paint........................................................................................................................ 16 D. Historic Preservation.................................................................................................................. 16 ATTA CHMENTS........................................................................................................................... I ATTACHMENT A COUNTY LOBBYIST CERTIFICATION................................................... 1 ATTACHMENT B PROCUREMENT REQUIREMENTS.......................................................... 1 ATTACHMENT D SMALLANFORMAL BID FORM................................................................ I ATTA CHMENTA.......................................................................................................................... i CountyLobbyist Certification......................................................................................................... i ATTACHMENTB........................................................:................................................................ii Federal Procurement Requirements.............................................................................................ii ATTACHMENTC.......................................................................................................................... i DATA UNIVERSAL NUMBER SYSTEM(DUNS)......................................................................i ATTACHMENTD......................................................................................................................... 1 Smallllnformal Bid Form.............................................................................................................. I ATTACHMENTE............:....................:....................................................................................... 2 Employment Requirements............................................................................................................ 2 Exhibit 1: PROSPECTIVE EMPLOYEE QUESTIONNAIRE...................................................... 1 Exhibit 2: JOB GENERATION FORM........................................................................................... 1 Exhibit 3: ACTIONS TO ENSURE FIRST CONSIDERATION OF LOW-AND MODERATE-INCOME PERSONS...................................................................................................iii Exhibit D ATTACHMENT A COUNTY LOBBYIST CERTIFICATION COMMUNITY DEVELOPMENT COMMISSION COUNTY OF LOS ANGELES COUNTY LOBBYIST CODE CHAPTER 2.160 COUNTY ORDINANCE NO. 93-0031 CERTIFICATION Name of Firm: BAMBINO'S PIZZA AND PASTA Date: October 2008 Address: 627 North Azusa Avenue, Azusa, State: CA Zip Code: 91702 Phone Number: 626-334-7418 Acting on behalf of the above named firm, as its Authorized Official, I make the following Certification to the County of Los Angeles and the Community Development Commission, County of Los Angeles. 1. It is understood that each person/entity/firm who applies for a Community Development Commission contract, and as part of that process, shall certify that they are familiar with the requirements of the Los Angeles County Code Chapter 2.160 (Los Angeles County Ordinance 93-0031); and 2. That all persons/entities/firms acting on behalf of the above named firm have and will comply with the County Code; and 3. That any person/entity/firm who seeks a contract with the Community Development Commission shall be disqualified therefrom and denied the contract, and shall be liable in civil action, if any lobbyist, lobbying firm, lobbyist employer or any other person or entity acting on behalf of the above named firm fails to comply with the provisions of the County Code. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is prerequisite for making or entering into contract with the Los Angeles County and the Community Development Commission, County of Los Angeles. Authorized Official: Name: Title: Exhibit D ATTACHMENT B FEDERAL PROCUREMENT REQUIREMENTS Procurement requirements are in accordance with 24 Code Federal Regulations (CFR) Part 84 "Uniform Administrative Requirements for Grants and Agreements With Institutions of Higher Education, Hospitals and Other Non-Profit Organizations"--Revised OMB Circular A-110. Small Purchase Procedures: $0.01 to $24,999.99 • Are those informal procurement methods where you must secure at lease three informal bids, oral or written? • You must document the following information: Company name and address, name of person contacted, telephone number and minority status. • A no bid is considered a bid. You must continue the process until three fixed dollar bids are received. • Use the Small/Informal Bid Form for documentation. • Not allowed for soliciting construction services Small Purchase Procedures: $25,000 to $99,999.99 • Are those informal procurement methods where you must secure at lease three informal bids? • All price or rate quotations must be in writing. • You must document the following information: Company name and address, name of person contacted, telephone number and minority status. • Use the Small/Informal Bid Form, with actual written quotations as collateral documentation. • Not allowed for soliciting construction services Formal Bidding Procedures: $100,000 or above • Are competitive sealed bids, secured through formal advertising • All bids will be publicly opened and a fixed price contract will be awarded to the lowest responsive and responsible bidder. Competitive Proposals • A Request for Proposal (RFP) or Request for Qualifications (RFQ) shall always be advertised. • The RFP should contain: bid specifications, sample contract, terms and conditions, and mechanism for proposal most advantageous to the program, with price and other factors considered. Contracting with Minority and Women Business Enterprise • Outreach program is extremely important. Contact the CDBG division in the City of Covina at 626-858-7266 to identify those local firms. • Contact at least one MWBE firm for your small purchase process. • Require prime contractor to also comply with above. Exhibit D ATTACHMENT C DATA UNIVERSAL NUMBER SYSTEM (DUNS) Business Name: BAMBINO'S PIZZA AND PASTA DUNS Number: Is business new or existing? New: Existing: X If business is existing, is it relocating? N/A_ Yes_ No: X Note: If business does not have a DUNS, a free DUNS number can be obtained by calling Dunn & Bradstreet at 1-866-705-5711 (toll free) or through their website http://www.dnb.com/US/duns update/index.html. A DUNS number is required for receipt or renewal of a Federal grant. Exhibit D ATTACHMENT D SMALLIINFORMAL BID FORM Project Name: Bambino's Pizza and Pasta Project Number: Three Quotes Required On The Following Item(s): Item Description Quantity: Size: Specifications: 1. Company Name: Phone No: Address: Contact: MWBE Status: Quote 0 Unit Cost: Total: 2. Company Name: Phone No: Address: Contact: MWBE Status: Quote 0 Unit Cost: Total: 3. Company Name: Phone No: Address: Contact: MWBE Status: Quote 0 Unit Cost: Total: Bids Obtained By: Date: Exhibit D ATTACHMENT E EMPLOYMENT REQUIREMENTS Community Development Block Grant (CDBG) economic development loans are based on job creation for low- and moderate-income persons. At least one full-time equivalent job is to be created per $35,000 of CDBG funds used. BAMBINO'S PIZZA AND PASTA will provide training for any of those jobs requiring special skills or education, as indicated on the attached "Job Generation" sheet. For purposes of being considered a created job, a job must be anew job (full or part-time) for the person, or the CDBG assistance must enable an existing income- producing "sideline"activity to become the person's principal occupation. In counting jobs, the following policies apply: 6. Part-time jobs must be converted to full-time equivalents 7. Only permanent jobs count--temporary jobs may not be included. 8. Seasonal jobs may be counted only if the season is long enough for the job to be considered as the employee's principal occupation. 9. All permanent jobs created by the activity must be counted even if the activity has multiple sources of funding. 10. Jobs indirectly created by an assisted activity(i.e., trickle-down jobs) may not be counted. To qualify, the person hired must be from a low/mod income household. To qualify as low- moderate income, information must be obtained on family size and income so it is evident that family income does not exceed the L/M limit. Prospective employees interviewed must complete a Prospective Employee Questionnaire (Exhibit 1) and must sign the form. The Prospective Employee Questionnaire serves as the self-certification form for household income qualification. This information must be available for monitoring by City staff, County of Los Angeles Community Development Commission staff, and HUD staff. Documentation to be attached to this agreement by BAMBINO'S PIZZA AND PASTA is as follows: A. A listing by iob title of the permanent jobs to be created, identifying which are part-time, if any, and which jobs require special skills or education--a "Job Generation" form (see Exhibit 2) B. A description of the actions to be taken by the recipient and business to ensure that low- and moderate-income persons receive first consideration for those jobs-- "Actions to Ensure First Consideration of Low and Moderate Income Persons"form (See Exhibit 3). Exhibit D Exhibit 1: PROSPECTIVE EMPLOYEE QUESTIONNAIRE Dear Applicant: This company has received expansion funds from the Community Development Block Grant program, and we are required to obtain the following information for all applicants. Your cooperation is appreciated. NAME: ADDRESS: JOB TITLE: 1. Head of Household: Male Female 2. Number in Household: 3. Please list all income for the past 12 months for each household member. Include the following: Source of Income (If income is from wages or salary list Household Members Social Annual employer name and address) (Names - Including Age Security Attach copy of documentation. Applicant) Income pp ) Number If applicant was unemployed prior to acceptance of this job, please indicate. 3. Please circle your household size and indicate your household annual income level. (First, determine your household size; then follow the row across to the income range that includes your household income.) 2008 income limits House- hold Household Household Income Household Income Household Size Income Income 1 - $15,550 or less _ $15,551 to $25,900 _ $25,901 to $41,450 Above $41,450 2 _ $17,750 or less _ $17,751 to $29,600 _ $29,601 to $47,350 _ Above $47,350 3 _ $20,000 or less _ $20,001 to $33,300 _ $33,301 to $53,300 _ Above$53,300 4 _ $22,200 or less _ $22,201 to $37,000 _ $37,001 to $59,200 _ Above$59,200 5 _ $24,000 or less _ $24,001 to $39,950 _ $39,951 to $63,950 _ Above $63,950 6 _ $25,750 or less. _ $25,751 to $42,900 _ $42,901 to $68,650 _ Above $68,650 7 _ $27,550 or less _ $27,551 to $45,900 _ $45,901 to $73,400 _ Above$73,400 8 _ $29,300 or less . _ $29,301 to $48,850 _ $48,851 to $78,150 _ Above$78,150 Exhibit D 11. Racial Background: (Optional) Single Categories: Double Categories: _American Indian/Alaska Native _American Indian or Alaska Native and White _Asian _Asian and White Black/African American _Black or African American and White _Native Hawaiian/Other Pacific Islander American Indian or Alaska Native and White _Black or African American —Other-For individuals that do not identify with any of the above 12. Ethnic Background: (This question must be asked of all individuals) Persons that are not Hispanic/Latino Persons of Hispanic/Latino Ethnicity Mexican-American Puerto Rican Cuban _Other Hispanic/Latino I certify that the above information is true and accurate. I understand this information is subject to verification by authorized officials. (Signature,ofApplicarit) (Date) QUESTIONS BELOW TO BE ANSWERED BY EMPLOYER OR INTERVIEWER: Eligibility Summary: Low income (CDBG) Moderate income (CDBG) _ Not Eligible The person signing the certification was interviewed for employment and not hired because The person signing the certification was hired for the following position: Exhibit D He/She works hours per week. Permanent part-time jobs should be reported in equivalent full-time positions. Signature of interviewer: Date: Print Name: Revised: 4/16/07 ng CDBG Bulletin 07-0010 Exhibit D / § . bt � kowl/ . k } \ k / ) a . \ � 06 z = a § ƒ ) / � § § } \ _ 2 \ ( 2 jd j ] § § j Cd § z \ ■ / 2 .m z } z Economic Development Administration (EDA)Job Category Definitions 1. Officials and Managers - Occupants requiring administrative personnel who set broad policies, exercise overall responsibility of execution of these policies, and individual departments or special phases of a firm's operations. This includes: OtticWs, Executives, middle management, plant managers and superintendents, salaried supervisors who are members of management, purchasing agents and buycrs,and kindred workers. 2. Professional-Occupants requiring either college graduation or experience of such kind and amount as to provide a comparable background includes: accountants and auditors, airplane pilots and navigators, architects, artists chemists, designers, dietitians, editors, engineers, lawyers, librarians, mathematicians, natural scientists, registered professional nurses, professional and labor relations workers, physical scientists,physicians,social scientists,teachers,and kindred workers. t 3. Technicians - Occupants requiring a combination of basic scientific knowledge and manual skill which can be obtained through about 2 years of post-high school education such as is offered in many technical institutions and junior colleges, or through equivalent on the job training. This includes: computer programmers and operators, drafters, engineering aides, junior engineers, mathematic aides, licensed practical or vocational nurses, photographers, radio operators, scientific assistants, surveyors, technical illustrators, technicians (medical, dental, electronic,physical science) and kindred workers. 4. Sales - Occupants engaging wholly or primarily in direct selling. This includes: advertising agenda and sales workers; insurance agents and brokers; real estate agents and brokers; sales workers; demonstrators and retail sales workers; and sales clerks,grocery clerks and cashiers;and kindred workers. 5. Office and Clerical - Includes all clerical-type work regardless of level of difficulty, where the activities are predominantly non-manual though some manual work not directly involved with altering or transporting the products is included. This includes: bookkeepers, cashiers, collectors (bills and accounts), messengers and office helpers, office machine operators, shipping and receiving clerks, stenographers, typists, and secretaries, telegraph and telephone operators, and kindred workers. 6. Craft Worker (skilled) - Manual workers of relatively high level having a thorough and comprehensive knowledge of the processes involved in their work. Exercise considerable independent judgment and usually receive an extensive period of training. This includes: the building trades,hourly paid supervisors and lead operators (who are not members of management), mechanic and repairers, skilled machining occupations, compositors and typesetters, electricians, engravers, job setters (metal), motion picture projectionists, panerfl And model makers,stationary engineers,tailors, and kindred workers. Exhibit 3 7. Operatives (semi-skilled)- Workers who operate machines or other equipment or perform other factory-type duties of intermediate skill level which can be mastered in a few weeks and require only limited training. This includes: apprentices (auto mechanics, plumbers, electricians, machinists, mechanics, hnilding trades, metal working trades, printing trades, etc.), operatives, attendants (auto service and parking), blasters, chauffeurs, delivery workers, dress makers and sewers (except factory), dryer's furnaces workers, heaters (metal), laundry and dry cleaning, operatives, milliners, mine operatives and laborers, motor operators, oilers and greasers (except auto), painters (except construction and maintenance), photographic process workers, boiler tenders, truck and tractor drivers, weavers (textile), welders and flame metals workers, and kindred workers. 8.Laborers (unskilled)- Workers in manual occupations which generally require no special training perform elementary duties that may be learned in a few days and require the application of little or no independent judgment. This includes: garage laborers; car washers and greasers; gardeners (except farm) and ground keepers; stevedores; wood choppers; laborers performing lifting, digging, mixing loading,and pulling operations;and kindred workers. 9. Service Workers - Workers in both protective and non-protectivc scrvice occupations. This includes attendants(hospital and other institutions, professional and personal service, including nurses aides and orderlies), barbers, chairworkers and cleaners, cooks (except household), counter and fountain workers, elevator operators, firefighters and fire protection guards, door keepers, stewards,janitors, police officers and detectives, porters, waiters and waitresses, and kindred workers. Exhibit 3 Exhibit 3: ACTIONS TO ENSURE FIRST CONSIDERATION OF LOW-AND MODERATE-INCOME PERSONS BAMBINO'S PIZZA AND PASTA Sub-recipient will implement the following comprehensive plan designed to ensure first consideration of low- and moderate-income persons for jobs created by the Economic Development Project. The plan will consist of the following actions which will insure early exposure of employment opportunities to low- and moderate-income area residents: A comprehensive program to adequately advertise the job opportunities in local publications. A particular focus will be publications serving low- and moderate-income households. The Pennysaver (a weekly local publication delivered free of charge to each home in Azusa) and La Opinion, a Spanish language publication. In addition, notice of available positions will be posted on the window of the business. Exhibit 3 T Exhibit E ECONOMIC DEVELOPMENT LOAN AGREEMENT BETWEEN CITY OF AZUSA AND CANYON CITY FOODS, INC THIS LOAN AGREEMENT ("Agreement") is dated 2008, for reference purposes only and is entered into by and between the CITY OF AZUSA ("City"), a California municipal corporation with its principal place of business at 213 East Foothill Boulevard, Azusa, CA 91702, and CANYON CITY FOODS, INC ("Participant"), a California corporation with its principal place of business at 347 North San Gabriel Avenue, Azusa, CA 91702 ("Site"). City and Participant are sometimes herein referred to individually as "Party" and collectively as "Parties." RECITALS WHEREAS, City has been awarded by the United States Department of Housing and Urban Development ("HUD") a Community Development Block Grant pursuant to Title 42 of the United States Code, Section 5301 et sec .. and Title 24 of the Code of Federal Regulations, Part 570 ("CDBG"), which authorizes the City to allocate CDBG funds for the purpose of revitalizing economic development through the creation and retention of jobs for persons from low- or moderate-income households ("Program"); and WHEREAS, Section 5305, subdivision (17) of Title 42 of the United States Code expressly allows CDBG funds to be utilized to assist private for-profit entities; and WHEREAS, Participant has submitted an application to City to participate in the Program, and City has determined that Participant is eligible for the Program based on criteria which demonstrated that the retention of Participant's restaurant business ("Business") would provide jobs for residents of City from low- or moderate-income households by providing financial assistance to Participant be used for tenant improvements; and WHEREAS, Participant desires to enter into this Agreement with City to receive financial assistance in the form of CDBG funds, and City is willing to do so on the terms and conditions set forth in this Agreement. NOW, THEREFORE, for good and valuable consideration and the mutual promises contained herein, City and Participant agree as follows: 1. EFFECTIVE DATE This Agreement will not become effective until the date ("Effective Date") on which all of the following are true: (i) this Agreement has been executed by Participant and delivered to City; and (ii) this Agreement has been executed by City's authorized representative. City shall deliver a fully executed counterpart original of this Agreement to Participant within ten (10) days from City's execution of this Agreement. Should City fail to execute this Agreement within -I- w- thirty (30) days after the date of execution by Participant, this Agreement shall be void upon notice in writing from Participant. 2. DEFINITIONS Except to the extent modified or supplemented by the terms of this Agreement, any term defined in Title I of the Housing and Community Development Act of 1974, as amended (codified as 42 U.S.C. 5301 et sec. , or in the regulations promulgated by HUD governing CDBG (codified as 24 C.F.R., Part 570) shall have the same meaning when used herein. 3. CITY LOAN 3.1 Loan Amount. The maximum loan amount of CDBG funds to be paid to Participant shall not exceed Thirty-Five Thousand Dollars ($35,000) ("Loan"). 3.2 Interest. Commencing with the date of first disbursement of the Loan, the Loan shall accrue simple interest at the rate of five percent (5%) per annum or the maximum rate allowed by law at the time of disbursement, whichever is less. 3.3 Securi . As security for the Loan and prior to disbursement of any Loan proceeds from City to Participant, Participant shall execute and deliver to City a promissory note in substantially the form attached hereto as Exhibit "A" and incorporated herein by this reference ("Promissory Note") and written personal guarantees by Lana and Don Hiti, in substantially the form attached hereto as Exhibit `B" and incorporated herein by this reference (collectively, "Guaranty"). The Promissory Note and Guaranty shall be duly recorded in the office of the Los Angeles County Recorder. 3.4 Use of Funds. The Loan shall be used for the sole purpose of working captial, as further set forth in Exhibit "C". Participant further agrees to utilize the Loan to supplement rather than supplant funds otherwise available. 4. DISBURSEMENT OF LOAN The City Manager is authorized to disburse Loan proceeds for eligible expenses as specified in Exhibit "C", upon Participant's delivery to City of the following: (1) a Promissory Note executed by Participant's authorized representative(s); (2) the signed Guaranty; and (3) Evidence of Business, Workmen's Compensation, and Property Insurance 5. TERM. 5.1 Loan Term. The term of the Loan shall be for a period of three (3) years, commencing on the date in which Participant satisfies the Employment Requirements, as defined in Section 6.3 ("Term"). The Term may be extended by mutual written agreement of both Parties. -2- 5.2 Conditional Forgiveness of Loan. City shall forgive and discharge the remaining balance of the Loan, including any interest accrued, in the event Participant complies with the Employment Requirements for the full Term of the Loan. 5.3 Repayment of Loan. If Participant fails to fulfill the terms and conditions of this Agreement or this Agreement is terminated pursuant to Section 16, Participant shall repay, in cash, the remaining balance of the Loan, which shall include any interest accrued as of the date notification was delivered by City, within fifteen (15) days following Participant's receipt of written notification from City to repay the Loan. 6. OPERATION AND IMPLEMENTATION BY PARTICIPANT . 6.1 Program. Participant will be responsible for utilizing the Loan in accordance with the required guidelines for the Program, which are attached hereto as Exhibit "D" and incorporated herein by this reference ("Program Guidelines"), in a manner satisfactory to City and consistent with any standards required as a condition of providing the Loan. No expenditures may be incurred prior to the Effective Date of this Agreement. 6.2 The City as a participant in the CDBG program, funded by the United States Department of Housing and Urban Development (HUD), requires that Participant comply with all standard CDBG regulations and Participant agrees to so comply. Participant shall retain existing and employ the new employees in accordance with the CDBG program requirements as outlined on Attachment No. 4 and shall comply with the provisions of the City of Azusa Economic Development Loan Program. In addition, program participants shall provide copies of the DE6 form, the State of California Quarterly Wage and Withholding Report, to the CDBG Division on a quarterly basis. 6.3 Employment. Participant shall provide one (1) full-time equivalent job to persons from low- or moderate-income households, as defined in the Program Guidelines ("Employment Requirements"). Participant understands that no expenditures may be incurred until the Agreement has been fully executed. . 6.4 Costs of Procurement. Participant shall be solely responsible for and shall bear all costs associated with the Business, including but not limited to management, employment, and licensing and permitting requirements, unless otherwise expressly provided in this Agreement. 7. CONSTRUCTION REQUIREMENTS 7.1 Loan shall be used for construction of the Improvements. Construction of Improvements shall commence no later than 15 days after City's execution of this Agreement and shall be completed no later than 180 days after City's execution of this Agreement. 7.2 The Participant shall prepare and submit construction drawings and related documents ("Drawings") to the City for review in accordance with the Azusa Municipal Code. All design work must be approved by the City prior to commencement of construction of any Improvements. -3- 7.3 The costs of constructing all Improvements on the Site necessary for Participant's business shall be borne by the Participant, except for the Loan to be made by City or Loans to be made by others. 8. LAWS AND REGULATIONS. 8.1 Participant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements, and shall give all notices required by law. Participant shall be liable for all violations of such laws and regulations in connection with Services. If the Participant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Participant shall be solely responsible for all costs arising therefrom. Participant shall defend, indemnify and hold City, its officials, directors, officers, employees, and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from-any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 8.2 Participant acknowledges that if the Improvements being constructed by Participant are determined to be "public works", certain contract requirements would be applicable in accordance with California Public Contract Code sections 20688.1 through 20688.4, Health and Safety Code sections 33422.1 through 33423, inclusive, and payment of prevailing wages pursuant to Labor Code section 1720 et seq. 9. PERMITS. 9.1 Before commencement of construction or development of any buildings, structures or other work of improvement upon the Site, Participant shall secure or cause to be secured any and all permits and other documents necessary from any public entity, which may be required by City or any other governmental agency affected by such construction, development or work. City shall provide all proper assistance to Participant in securing these permits, including but not limited to coordination with all on-site and off-site building plans submitted to any public entity or public utility by Participant. All costs and fees in obtaining these permits and other documents are not waived and shall be the sole expense and liability of Participant. Nothing contained herein shall entitle Participant to any preference or guaranty that any or all permits will be issued. The City retains its sole and unfettered discretion as to any actions or considerations that may be asked or legally required of City. 10. DOCUMENTATION AND RECORD-KEEPING. 10.1 Retention. Participant shall retain all records pertinent to expenditures incurred under this Agreement, as are necessary and convenient for City to verify Participant's compliance with this Agreement, for a period of three (3) years after the termination of the Term, or after the resolution of all Federal audit findings, whichever occurs later. 10.2 Audits & Inspections. All of Participant's records with respect to any matters covered by this Agreement shall be made available to City at any time during normal business -4- hours to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by Participant within thirty (30) days after receipt by Participant. Failure of Participant to comply with the above audit requirements will constitute a default of this Agreement. Participant hereby agrees to have an annual audit conducted in accordance with current City policy. 11. PROHIBITION AGAINST CHANGE IN OWNERSHIP. 11.1 Successors-in-Interest: Management. No voluntary or involuntary successor in interest of Participant shall acquire any rights or powers under this Agreement except as expressly set forth herein. Any change in ownership, management and control shall be subject to the approval of the City, but such approval shall not be unreasonably withheld. Participant shall not assign all or any part of this Agreement without the prior written approval of the City, which written approval shall not be unreasonably withheld. 11.2 Repayment. In the event that Participant: (a) ceases to conduct the Business at the Site; (b) sells or transfers any interest in the Business within the Term; and/or (c) adds a partner(s) to the Business within the Term, Participant shall repay, in cash, the remaining balance of the Loan, which shall include any interest accrued as of the date notification was delivered by City, within fifteen (15) days following Participant's receipt of written notification from City to repay the Loan. The term "cease business" shall mean when the Site is no longer used as the principal place of business for the Business, or has failed to operate the Business at the Site for a period of six (6)months. 12. GENERAL COMPLIANCE 12.1 General. Participant agrees to comply with all applicable federal, state and local laws and regulations. 12.2 Jurisdiction; Venue. This Agreement will be governed by and construed in accordance with the laws of the State of California. The parties expressly agree to the jurisdiction and venue of, the appropriate courts in the County of Los Angeles, State of California. 12.3 Nondiscrimination. Participant will not discriminate against any employee or applicant for employment because of race, color, creed, religion, ancestry, national origin, sex, disability or other handicap, age, marital status, or status with regard to public assistance. Participant will take reasonable action to insure that all employment practices are free from such discrimination. Such employment practices include but are not limited to the following: hiring, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Participant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the City setting forth the provisions of this nondiscrimination clause. -5- 12.4 Affirmative Action. 12.4.1 Approved Plan. Participant agrees that it shall be committed to carry out pursuant to City's specifications an Affirmative Action Program in keeping with the principles as provided in President's Executive Order 11246 of September 24, 1965. City shall provide Affirmative Action guidelines to Participant to assist in the formulation of such program. Participant shall submit a plan for an Affirmative Action Program for approval prior to the award of funds. 12.4.2 Access to Records. Participant shall furnish and cause each of its sub- Participants to furnish all information and reports required hereunder and will permit access to its books, records and accounts by City, HUD or its agent, or other authorized federal officials for purposes of investigation to ascertain compliance with the rules, regulations and provisions stated herein. 12.4.3 Notifications. Participant will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advancing the labor union or worker's representative of Participant's commitments hereunder, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 12.4.4 EEO/AA Statement. Participant will, in all solicitations or advertisements for employees placed by or on behalf of Participant, state that it is an Equal Opportunity or Affirmative Action employer. 12.5 Local Employment. To the greatest extent possible, employ lower income residents of City, in compliance with Section 3, Housing and Urban Development Act of 1968, as amended (codified as 12 U.S.C. 1701 et seg) 12.6 Local Regulations. In operating the Business, Participant agrees to the hiring goals defined by the Los Angeles County Community Development Commission ("CDC") and HUD. In meeting the hiring goals of the CDC and HUD, Participant agrees to comply with the rules and regulations of the CDC and HUD, and the Program Guidelines. 13. POLITICAL ACTIVITY (a) No member, official or employee of City shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership or association in which it, directly or indirectly, is interested. (b) Participant warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement except for payments of Participant's attorneys' and Participants' fees as Participant may incur in preparation of this Agreement. 6 (c) Participant may not conduct any activity, including any payment to any federal, state, or local governmental person, officer, or employee in connection with this Agreement, intended to influence legislation, administrative rule-making, or the election of candidates for public office during the Term of the Loan. (d) Participant shall comply with all applicable federal, state and City laws and regulations governing conflict of interest. 14. INDEMNIFICATION. (a) Except for the gross negligence or willful misconduct of City and/or its directors, officials, officers, employees, agents, representatives, and volunteers (collectively, "Indemnified Parties"), Participant shall indemnify, defend and hold harmless the Indemnified Parties from any claims, actions, suits, demands, damages, judgments, and expenses (including reasonable attorneys, fees and costs) which may be caused by or,arise out of Participant's performance or nonperformance of this Agreement. (b) No member, official or employee of City shall be,personally liable to Participant, or any successor in interest, in the event of any default or breach by City or for any amount which may become due to Participant or successor or on any obligations under the terms of this Agreement. (c) This Section 14 shall survive the termination of this Agreement. 15. INSURANCE (a)Participant shall procure and maintain during the entire period of this Agreement, at its sole expense, the following minimum insurance: (1) Participant shall procure and maintain Workers' Compensation Insurance as required by law for any employees to engaged by Participant at the site and, in case of any work that is contracted out, shall require that the contractor(s) and subcontractor(s) similarly provide Workers' Compensation Insurance for all of their respective employees engaged to work on the project. (2) Participant shall procure and maintain comprehensive bodily injury liability, automotive bodily injury and property damage liability insurance as the City may require which shall protect Participant, City and any lessee, assignee, contractors or subcontractors from claims for such damages. The insurance required by this Agreement shall include a commercial general liability policy with policy limits of not less than Two Million Dollars ($2,000,000.00) combined single limit, including contractual liability. Such insurance shall be maintained until the repayment by Participant of City's Loan or total forgiveness of the Loan Note, as-more particularly set forth in the Loan Note (defined herein). City may terminate this Agreement and demand payment of all amounts outstanding due under the Loan Note (defined herein) if the above insurance is not maintained. Participant shall and shall require to -7- Participant from claims for damages for personal injury, including accidental and wrongful deaths, as well as from claims for property damage, which may arise from the performance of the commercial services rendered by Participant, it being provided that such insurance shall name City as an additional insured and it being further provided that such insurance shall provide for combined coverage limits of not less than $2,000,000.00 per occurrence. (b) Participant shall furnish an original certificate of insurance countersigned by an authorized agent of the insurance carrier on a form of the insurance carrier setting forth the general provisions of the insurance coverage. This countersigned certificate for the liability policies named above shall name the Indemnified Parties as additional insureds under the policy. The certificate by the insurance carrier shall contain a statement of obligation on the part of the carrier to notify City by certified mail of any material change, cancellation or termination of the coverage at least thirty (30) days in advance of the effective date of any such material change, cancellation or termination. (c) Coverage provided hereunder by Participant shall be primary insurance and not contributing with any insurance maintained by City and the policy shall contain such an endorsement. The insurance policy or the certificate of insurance shall contain a waiver of subrogation for the benefit of City. The required certificate shall be furnished by Participant within ten (10) days following City's execution of this Agreement. 16. DEFAULT; TERMINATION 16.1 Default. Failure or delay by either Party to perform any term or provision of this Agreement constitutes a default under this Agreement. The Party who so fails or delays must commence to cure, correct, or remedy such failure or delay within thirty (30) days from the date of receipt of written notice by the non-defaulting Party, specifying the failure or default, and shall complete such cure, correction or remedy with reasonable diligence. Delay in giving such notice shall not constitute a waiver of any default. If a default remains uncured, the non-defaulting Party may not terminate this Agreement or institute proceedings against the Party in default until fifteen (15) days after giving such notice. 16.2 Remedies. In addition to any other rights or remedies, either party may institute legal action to cure, correct, or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement. Such legal actions must be instituted in the Superior Court of the City of Azusa, State of California, or in any other appropriate court in that City, or in the United States District Court in the Central District of California. 16.3 Suspension or Termination. 16.3.1 General. Either party may terminate this Agreement at any time by giving written notices to the other party of such termination and specifying the effective date thereof at least fifteen(15) days before the effective date of such termination. -8- (a) Full Repayment. In the event of termination for cause by City or without cause by Participant, Participant shall repay, in cash, the remaining balance of the Loan, which shall include any interest accrued as of the date written notice of termination was delivered to the other Party. The amount set forth herein shall be paid within fifteen (15) days following receipt of written notification from City to repay the Loan. (b) Pro-Rated Repayment. In the event of termination without cause by City or for cause by Participant, Participant shall repay, in cash, the remaining balance of the Loan, which shall include any interest accrued as of the date written notice of termination was delivered to the other Party, pro-rated based on the Term of the Loan and the length of time remaining between the date of termination and the third year after commencement of the Term. The amount set forth herein shall be paid within fifteen (15) days following receipt of written notification from City to repay the Loan. 16.3.2 Breach of Agreement: For Cause. Either Party may suspend or terminate this Agreement for cause, in whole or'in part, if the other Party materially fails to comply with any term of this Agreement, or with any of the rules, regulations or provisions referred to herein. Should Participant breach this Agreement, City may declare Participant ineligible for any further participation in the Program, in addition to other remedies as provided by law. 17. NOTICES. DEMANDS AND COMMUNICATIONS. Formal notices, demands and communications between City and Participant shall be sufficiently given if in writing and personally delivered or sent by overnight courier (e.g. Federal Express), or by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of City and Participant, as stated above. Such written notices, demands and communications may be sent in the same manner to such other addressees as either Party may from time to time designate by written notice to the other Party. To City: Roseanna J. Jara Senior Accountant City of Azusa 213 East Foothill Boulevard Azusa, CA 91702 (626) 812-5299 To Participant: Lana and Don Hifi Canyon City Foods, Inc 347 North San Gabriel Avenue Azusa, CA 91702 626-815-4227 Any written notice, demand or communication shall be deemed received immediately if delivered by hand and shall be deemed received on the fifth day from the date it is postmarked if delivered by registered or certified mail. 9 18. FORCED NWEURE In addition to specific provisions of this Agreement, performance by either Parry hereunder shall not be deemed to be in default where delays or defaults are due to war; insurrections; strikes; lock-outs; riots, floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; unusually severe weather; inability to secure necessary labor, materials and tools; delays of any contractor, subcontractor or supplier; acts of the other party; acts or failure to act of the City or any other public or governmental entity (other than that acts or failure to act of City shall not excuse performance by City) or any other causes beyond the control or without the fault of the Party claiming an extension of time to perform. An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time of the commencement of the cause. Times of performance under this Agreement may also be extended in writing by City and Participant. 19. INDEPENDENT CONTRACTOR. Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. City shall not be responsible for the payment of Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation Insurance, disability insurance for Participant or its contractors, subcontractors, employees, or agents. 20. ASSIGNMENT. Participant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without prior written consent of City. Any attempt to do so shall be null and void, and any assignee, hypothecatee, or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation, or transfer. Unless specifically stated to the contrary in City's written consent, any assignment, hypothecation, or transfer shall not release or discharge Participant from any duty or responsibility under this Agreement. In the event that City consents in writing to such an assignment, any assignee, hypothecatee or transferee shall expressly assume Participant's obligations hereunder by a written agreement in a form, and containing such security, as is reasonably acceptable to City. 21. HEADINGS The section headings contained in this Agreement are used only for the purposes of convenience, and shall not be deemed to limit the subjects or affect the construction of the sections or this Agreement or to be considered in their construction. 22. SEVERABILITY If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. -10- 23. ENTIRE AGREEMENT This Agreement and its exhibits constitute the entire agreement between the Parties and supersedes any and all prior oral or written agreements. No modification of, or addition to, this Agreement shall be effective unless set forth in writing and signed by authorized agents of both Participant and City. This Agreement may be executed in duplicate originals, each of which is deemed to be an original, but when taken together shall constitute but one and the same instrument. The parties acknowledge and agree that at all times they have intended that none of the preliminary negotiations concerning this transaction would be binding on either Party, and that they would be bound to each other only by a single formal comprehensive document containing this paragraph and all of the agreements of the Parties, in final form, which has been executed and delivered by City and Participant. The Parties acknowledge that none of the prior oral agreements between them (and none of the representations on which either of them has relied) relating to the subject matter of this Agreement shall have any force or effect whatever; except as and to the extent that such agreements and representations have been incorporated in this Agreement. 24. AMENDMENT (a) No part of this Agreement may be modified, altered, amended, waived, or changed without the express written consent of both Parties, with the modification, alternation, amendment, waiver or change in writing and subscribed to by both City and Participant. Approvals required of City or Participant shall be in writing and shall not be unreasonably withheld or delayed. Such amendments, modifications, or changes shall not invalidate this Agreement or relieve or release City or Participant from its obligations under this Agreement. 25. NO WAIVER Failure to insist on any one occasion upon strict compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such term, covenant, or condition, 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. 26. AUTHORITY TO ENTER AGREEMENT Participant has all requisite power and authority to conduct the Business at the Site and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 27. PARTICIPANT AGREEMENVECONOMIC DEVELOPMENT Participant shall execute concurrently with this Agreement that certain Participant/Economic Development Loan Agreement (CDBG Project Number 601030-08) attached hereto as Exhibit D'. In the event of any conflict between this Agreement and the Participant/Economic -11- Development Loan Agreement, the provisions of the latter agreement shall control. Upon disbursement of any portion of the Loan by City to Participant, Participant may not terminate this Agreement or the Participant/Economic Development Loan Agreement. [Signatures on following page] -12- IN WITNESS WHEREOF, City and Participant have executed this Agreement as of the dates set opposite their signatures. CITY OF AZUSA Dated: Francis M. Delach, City Manager CANYON CITY FOODS, INC. Dated: By: Lana Hiti By: Don Hiti -13- EXHIBIT "A" PROMISSORY NOTE . $35,000 Azusa, California, _th of October, 2008 1. For value received, the undersigned, Lana and Don Hiti, on behalf of CANYON CITY FOODS, INC ("Maker"), promises to pay to CITY OF AZUSA ("City"), or order, at 213 East Foothill Boulevard, Azusa, California (or such other place as City may designate) the principal sum of Thirty-Five Thousand Dollars ($35,000.00) ("Principal"), together with interest accrued at a five percent (5%) per annum, if applicable ("Interest"). Interest which accrues and is unpaid shall be added to Principal on an annual basis and thereafter bear interest as if it were part of Principal. 2. This Promissory Note is made pursuant to that certain Loan Agreement, dated October , 2008 (the "Agreement"), between CANYON CITY FOODS, INC. and the CITY OF AZUSA, which is incorporated herein by this reference. All initially capitalized terms used by not otherwise defined in this Promissory Note shall have the meanings assigned to such terms in the Agreement. Any default by Maker under the Agreement shall be deemed to be a default of this Promissory Note. 3. Maker may prepay in whole, or from time to time, in part, and without any premium or penalty therefore, the Principal amount then remaining unpaid together with any accrued unpaid Interest. Any prepayment shall first be applied to accrued unpaid Interest and thereafter to the balance to Principal. 4. Unless sooner repayable due to default or termination under the Agreement, Maker shall not be required to make any Principal or Interest payment(s) for the Term of the Loan. Provided no default or termination of the Agreement has occurred, the remaining balance of the Principal. and accrued unpaid Interest is subject to conditional forgiveness pursuant to the terms and conditions of the Agreement. 5. If Maker should cease to operate the Business at the Site, or fails to meet the Employment Requirements, Maker shall pay to City, in cash, within fifteen (15) days of the Maker's receipt of written notification from City, the amount then owing on the Principal and accrued unpaid Interest. Such payment shall fully discharge Maker's obligation to City under this Promissory Note. 6. Maker agrees to indemnify, defend and hold harmless City, its officers, officials, employees, agents, successors and assigns from and against any and all claims, demands, costs, liabilities and obligations of any kind or nature arising out of any default hereunder, including without limitation all costs of collection, reasonable attorneys' fees, and costs of suit in the event the Principal and accrued unpaid Interest is not paid when due. Should suit be commenced to collect on this Promissory Note or any portion thereof, such sum as the Court may deem reasonable shall be added hereto as attorney's fees and costs of suit. 7. No delay or omission by City in exercising any rights under this Promissory Note shall operate as a waiver of such right or any other right under this Promissory Note or other agreements. 8. To the extent permitted by this Promissory Note and by operation of law, this Promissory Note shall be binding upon and inure to the benefit of the respective legal and personal representatives, successors, and assigns of Maker and City. 9. This Promissory Note shall be governed by and construed according to California law and consistent with the provisions of the Agreement. 10. . Maker and the persons executing this Promissory Note on behalf of Maker hereby represent and warrant to City that: (a) Maker is a duly organized and validly existing corporation in good standing under the laws of California and has the full power and authority to execute, deliver and perform its obligations under this Promissory Note; (b) this Promissory Note constitutes the duly authorized, legally valid and binding obligation of Maker, enforceable against Maker in accordance with its terns; and (c) neither the execution, delivery or performance of this Promissory Note by Maker will breach any statute, law, ordinance, rule or regulation or conflict with or result in a breach of any of the terms, conditions or provisions of any judgment, order, injunction, decree or ruling of any court or governmental authority to which Maker is subject or any agreement or instrument to which it is a party or by which it is bound, or constitute a default thereunder. 11. The payment and performance of this Promissory Note shall be secured by: (a) UCC-1 filing with the California Secretary of State under the California Uniform Commercial Code executed by Maker; and (b) Personal Guarantees by the persons set forth below. Executed at Azusa, California, as of the date first written above. CANYON CITY FOODS, INC Dated: October_, 2008 By: Lana Hiti Dated: October—, 2008 By: Don Hiti EXHIBIT "B" GUARANTY NOTE 1. RECITALS 1.1 CITY OF AZUSA ("Payor") and CANYON CITY FOODS, INC.. ("Maker") executed that certain document entitled PROMISSORY NOTE on or about October _, 2008, pursuant to that certain Loan Agreement dated October 2008, between Maker and Payor("Agreement"). 1.2 Lana and Don Hiti, ("Guarantor") have a financial interest in Maker and desires to execute this Guaranty Note in accordance with the terms and conditions set forth herein and in the Promissory Note and Agreement. All initially capitalized terms used by not otherwise defined in this Guaranty Note shall have the meanings assigned to such terms in the Agreement. 2.0 GUARANTEE 2.1 For and in consideration of the Loan by Payor and as a material inducement to Payor to make such Loan, Guarantor hereby jointly, severally, unconditionally and irrevocably guarantees the prompt payment by Maker of all sums payable by Maker under the Promissory Note and the faithfully and prompt perfonnance by Maker of each and every one of the terms, conditions and covenants of the Promissory Note to be kept and performed by Maker. 2.2 The terns of the Promissory Note may be altered, affected, modified or changed by written agreement between Payor and Maker, or by a course of conduct, and the Promissory Note may be assigned by Payor or any assignee of Payor without consent or notice.to Guarantor and this Guaranty shall thereupon and thereafter guarantee the performance of the Promissory Note as so changed, modified, altered or assigned. 2.3 This Guaranty shall not be released, modified or affected by failure or delay on the part of Payor to enforce any of the rights or remedies of Payor under the Promissory Note, whether pursuant to the terms thereof or at law or in equity. 2.4 No notice of default need be given to Guarantor, it being specifically agreed and understood that the guarantee of the undersigned is a continuing guarantee under which Payor may proceed forthwith and immediately against Maker following any breach or default by Maker or for the enforcement of any rights which Payor may have as against Maker pursuant to or under the terns of the Promissory Note or at law or in equity. 2.5 Payor shall have the right to proceed against Guarantor hereunder following any breach or default by Maker without first proceeding against Maker and without previous notice or to demand upon either Maker or Guarantor. 2.6 Guarantor hereby waives: (a) notice of acceptance of this Guaranty; (b) demand of payment, presentation and protest; (c) all right to assert or plead any statute of limitations as to or relating to the Guaranty and the Promissory Note; (d) any right to require Payor to proceed against Maker or any other. Guarantor or any other person or entity liable to Payor; (e) any right to require Payor to apply to any default any security deposit or other security it may hold under the Promissory Note; (f) any right to require Payor to proceed under any other remedy Payor may have before proceeding against Guarantor; and (g) any right or subrogation. 2.7 Guarantor does hereby subrogate all existing or future indebtedness of Maker to Guarantor to the obligations owed to Payor under the Promissory Note and this Guaranty. 2.8 Any married person who signs this Guaranty expressly agrees that recourse may be held against his or her property for all of his or her obligations hereunder. 2.9 The obligations of Maker under the Promissory Note to execute and deliver estoppel statements and financial statements, as therein provided shall be deemed to also require the Guarantor hereunder to do and provide the same relative to Guarantor. 2.10 The terms "Payor" includes any assignee of said Payor, whether by outright assignment or by assignment for security, in addition to any successor to the interest of said Payor or of any assignee in the Promissory Note or any part thereof, whether by assignment or otherwise. 2.11 The terms "Maker" includes any successor to the interests of Maker, whether by assignment, sale, or otherwise. 2.12 In the event any action is brought by Payor against Guarantor hereunder to enforce the obligations hereinunder, the unsuccessful party in such action shall pay to the prevailing party therein a reasonable attorney's fee which shall be fixed by the court. [Signatures on following page] i Executed this_day of October, 2008, at Azusa, California. "GUARANTOR" Dated: October. 2008 By: Lana Hiti Dated: October. 2008 By: Don Hiti "PAYOR" CITY OF AZUSA Francis M. Delach, City Manager "MAKER" CANYON CITY FOODS, INC By: Lana Hiti By: Don Hiti EXHIBIT "C" SCOPE OF DEVELOPMENT Participant shall use the loan proceeds for working capital. Dated: October 2008 CANYON CITY FOODS, INC By: Lana Hiti By: Don Hiti EMPLOYMENT REQUIREMENTS Community Development Block Grant ("CDBG") economic development loans are based on job creation for persons from low- or moderate-income households. At least one full-time equivalent job is to be created or retained per $35,000 of CDBG funds used. CANYON CITY FOODS, INC will provide training for any of those jobs requiring special skills or education, as indicated on the attached "Job Generation" sheet. For purposes of being considered a created job, a job must be a new job (full or part-time) for the person, or the CDBG assistance must enable an existing income-producing "sideline" activity to become the person's principal occupation. In counting jobs, the following policies apply: 1. Part-time jobs must be converted to full-time equivalents 2. Only permanent jobs count--temporary jobs may not be included. 3. Seasonal jobs may be counted only if the season is long enough for the job to be considered as the employee's principal occupation. 4. All permanent jobs created by the activity must be counted even if the activity has multiple sources of funding. 5. Jobs indirectly created by an assisted activity(i.e., trickle-down jobs)may not be counted. To qualify, the person hired must be from a low/mod income household. To qualify as low or moderate income, information must be obtained on family size and income so it is evident that family income does not exceed the L/M limit. Prospective employees interviewed must complete a Prospective Employee Questionnaire (Exhibit 1) and must sign the form. The Prospective Employee Questionnaire serves as the self-certification form for household income qualification. This information must be available for monitoring by City staff, County of Los Angeles Community Development Commission staff, and the United States Department of Housing and Urban Development staff. Documentation to be attached to this agreement by CANYON CITY FOODS, INC is as follows: A. A listing by job title of the permanent jobs to be created, identifying which are part-time, if any, and which jobs require special skills or education--a "Job Generation" form (Exhibit 2). B. A description of the actions to be taken by the recipient and business to ensure that persons from low- or moderate-income households receive first consideration for those jobs-- "Actions to Ensure First Consideration of Low and Moderate Income Persons" form (Exhibit 3). Exhibit D L O V � C• 'b V 'O x > 0 L � Q•I y O w O �� wcoz 0 R 7 O 'O 7 b L U 67 � w o 5 L 'b WWW �•+ 1r z U w w Cw.7 p z N "' O cd iC itl K Qi HL) Exhibit 3: ACTIONS TO ENSURE FIRST CONSIDERATION OF LOW- AND MODERATE-INCOME PERSONS CANYON CITY FOODS,INC Canyon City Foods, Inc will implement the following comprehensive plan designed to ensure first consideration of persons from low- or moderate-income households for jobs created by the Economic Development Project. The plan will consist of the following actions which will insure early exposure of employment opportunities to residents of the City of Azusa from low- or moderate-income households: 1. A comprehensive program to adequately advertise the job opportunities in local publications. A particular focus will be publications serving low- and moderate- income households. The Pennysaver (a weekly local publication delivered free of charge to each home in Azusa) and La Opinion, a Spanish language publication. 2. Notice of available positions will be posted on the window of the business. Exhibit D EXHIBIT "D" PARTICIPANT/ECONOMIC DEVELOPMENT LOAN AGREEMENT BETWEEN CITY OF AZUSA AND CANYON CITY FOODS, INC CDBG PROJECT NUMBER: 601030-08 THIS AGREEMENT is entered into this _th day of October, 2008 ("Agreement'), by and between the City of Azusa (herein referred to as "Grantee") and CANYON CITY FOODS, INC, located at 347 North San Gabriel Avenue, Azusa, CA 91702 (herein referred to as "Participant'). WHEREAS, Grantee has applied for and received funds from the United States Government under Title I of the Housing and Community Development Act of 1974, Public Law 93-383; and WHEREAS, Grantee wishes to engage Participant to assist Grantee in utilizing such funds; NOW, THEREFORE, it is agreed between the parties hereto that; I. SCOPE OF SERVICE A. Activities Participant will be responsible for utilizing CDBG loan funds and following the Economic Development Loan Program guidelines, in a manner satisfactory to Grantee and consistent with any standards required as a condition of providing these funds. No expenditures may be incurred until the Agreement has been fully executed. The Economic Development Program will include the following activities eligible under the Community Development Block Grant (CDBG) Program: B. Program Delivery Participant agrees that the economic development funds will be utilized according to the terms of the Agreement. One (1) full-time equivalent job will be created or retained for the Thirty-Five Thousand Dollars ($35,000) of funds received. Jobs created/retained will be filled by persons from low- and moderate-income households as defined in the EDLP Guidelines. Participant understands that no expenditures may be incurred until the Agreement has been fully executed. Participant agrees that in the event any CDBG funds are to be expended for construction, renovation, demolition, decorating or installation expenses, such planned expenditures will be disclosed in advance of commencing any bidding. Exhibit D C. General Administration Participant is authorized to implement the project identified upon the execution by Participant's authorized signatory. Said implementation shall be in full accordance with the requirements, conditions, and assurance defined in the Agreement between Grantee and Participant. hi addition, Participant agrees to comply with all standard CDBG regulations. D. Levels of Accomplishment In addition to the normal administrative services required as part of this Agreement, Participant agrees to provide the following levels of program services: One (1) full-time equivalent (FTE) low to moderate income employees shall be hired or retained for the Thirty Five Thousand Dollars ($35,000) loaned. Employees shall be qualified under income requirements. E. Staffing Any staff time charged to the CDBG program will be in compliance with federal and program regulations. F. Performance Monitoring Grantee will monitor the performance of Participant against goals and performance standards required herein. Substandard performance as determined by Grantee will constitute non-compliance with this Agreement. If action to correct such substandard performance is not taken by Participant within a reasonable period of time after being notified by Grantee, Agreement suspension or termination procedures will be initiated. II. TIME OF PERFORMANCE Services of Participant shall start on the_day of October, 2008, and end on the day of October, 2011. The term of this Agreement and the provisions herein shall be extended to cover any additional time period during which Participant remains in control of CDBG funds or other assets including program income. hicompliance with the terms of the Economic Development Loan Policy, the three (3) year compliance period commences with satisfaction of the job creation requirements and extends for a period of one (1) year. III. PAYMENT It is expressly agreed and understood that the total amount to be paid by Grantee under this Agreement shall not exceed Thirty-Five Thousand Dollars ($35,000). Draw downs for the payment of eligible expenses shall be made against the line item budgets specified in Exhibit "C" to the Loan Agreement, dated October _, 2008 and in accordance with performance. Expenses for general administration shall also be paid against the line item Exhibit D budget specified in Exhibit "C" to the Loan Agreement and in accordance with performance., IV. NOTICES Communication and details concerning this Agreement.shall be directed to the following Agreement representatives: Grantee Participant Roseanna J. Jara, Don Hiti, Sr. Accountant-Redevelopment and Lana Hiti City of Azusa Canyon City Foods, Inc 213 East Foothill Boulevard 347 North San Gabriel Avenue Azusa, CA 91702 Azusa, CA 91702 626-812-5299 626-815-4227 V SPECIAL CONDITIONS Participant agrees to comply with the requirements of Title 24 Code of Federal Regulations, Part 570 of the U.S. Department of Housing and Urban Development (HUD) regulations CDBG and all federal regulations and policies issued pursuant to these regulations. Participant further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available. VI GENERAL CONDITIONS A. General Compliance Participant agrees to comply with all applicable federal, state and local laws and regulations governing the funds provided under this Agreement. B. Independent Contractor Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. Participant shall at all times remain an independent contractor with respect to the services to be performed under this Agreement. Grantee shall be exempt from payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers' Compensation Insurance, as Participant is an Independent Contractor. C. Hold Harmless Notwithstanding any other agreements, Participant agrees to hold harmless, defend and indemnify Grantee, agents, employees, and officers against any legal liability in respect to bodily injury, death, and property damage arising from the negligence of Participant in relationship to this Agreement in the part of any service or activity related to this Exhibit D Agreement, and in respect to any and all claims, actions, suits, charges and judgments whatsoever that arise out of Participant's performance or nonperformance of the services or subject matter called for in this Agreement. D. Workers' Compensation Participant shall provide Workers' Compensation Insurance coverage for all employees involved in the performance of this Agreement. E. Insurance Participant shall furnish to Grantee a Certificate of Insurance evidencing insurance. The indemnified parties named in Section 15 of the Loan Agreement of October _, 2008, shall be named as additionally insured. All such insurance policies shall include a clause requiring that the insurance company give thirty (30) days notice in writing to the additionally insured prior to cancellation or termination of the policy. The insurance shall include a commercial general liability policy with policy limits of not less than two million dollars ($2,000,000.00) combined single limit, including contractual liability. This agreement is null and void if the insurance policy is not current. F. Grantor Recognition Participant shall recognize the role of the grantor agency in providing services through this Agreement. All activities, facilities and items utilized pursuant to this Agreement shall be prominently labeled as to funding source. In addition, Participant will include a reference to the financial support provided herein in all publications made possible with funds made available under this Agreement. G. Amendments Grantee or Participant may amend this Agreement at any time provided that such amendments made a specific reference to this Agreement, and are executed in writing, signed by a duly authorized representative of both organizations,zahons, and approved by Grantee's governing body. Such amendments shall not invalidate this Agreement, or relieve or release Grantee or Participant from its obligations under this Agreement Grantee may, at its discretion, amend this Agreement to conform with federal, state or local governmental guidelines, policies and available funding amounts, or for other reasons. If such amendments result in a change in the funding, the scope of services, or schedule of, the activities to be undertaken as part of this agreement, such modifications will be incorporated only by written amendment signed by both Grantee and Participant. H. Suspension or Termination Either party may terminate this Agreement at any time by giving written notices to the other party of such termination and specifying the effective date thereof at least thirty(30) Exhibit D days before the effective date of such termination. Partial terminations of the Scope of Service in Section I above may only be undertaken with the prior approval of Grantee. In the event of any termination for convenience, all finished or unfinished documents, data, studies, surveys, maps, models, photographs, reports or other materials prepared by Participant under this Agreement shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents or materials prior to the termination. Grantee may also suspend or terminate this Agreement, in whole or in part, if Participant materially fails to comply with any term of this Agreement, or with any of the rules, regulations or provisions referred to herein; and Grantee may declare Participant ineligible for any further participation in Grantee contracts, in addition to other remedies as provided by law. In the event there is probable cause to believe Participant is in noncompliance with any applicable rules or regulations, Grantee may withhold up to fifteen (15) percent of said contract funds until such time as Participant is found to be in compliance by Grantee, or is otherwise adjudicated to be in compliance. VII ADMINISTRATIVE REQUIREMENTS A. Financial Management 1. Accounting Standards Participant agrees to comply with Attachment F of OMB Circular A-110 and agrees to adhere to the accounting principles and procedures required therein, utilize adequate internal controls, and maintain necessary source documentation for all costs incurred. 2. Cost Principles Participant shall administer its program in conformance with OMB Circular A- 122, "Cost principles for Non-Profit Organizations." Of A-21, "Cost Principles for Educational Institutions," as applicable; and if Participant is a governmental or quasi-governmental agency, the applicable sections of 24 CFR Part 85, "Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments," for all costs incurred whether charged on a direct or indirect basis. B. Documentation and Record-Keeping 1. Records to be Maintained Participant shall maintain all records required by the Federal regulations specified in 24 CFR Part 570, Section 570.506 and that are pertinent to the activities funded under this Agreement. Such records shall include but not be limited to: a. Records providing a full description of each activity undertaken; Exhibit D b. Records demonstrating that each activity undertaken meets one of the National Objectives of the CDBG program; C. Records required determining the eligibility of activities; d. Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance; e. Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; f. Financial records as required by 24 CFR Part 570, Section 570.502, and OMB Circular A-110; and g. Other records necessary to document compliance with Subpart K of 24 CFR 570. Where the project is qualified by income, Participant will be responsible for maintaining income documentation to ensure that program beneficiaries are of low- and moderate-income. Income documentation must be made available to auditors in a manner satisfactory to the recipient and consistent with any standards required as a condition of providing these funds. 2. Retention Participant shall retain all records pertinent to expenditures incurred under this Agreement for a period of three (3) years after the termination of all activities funded under this agreement, or after the resolution of all Federal audit findings, whichever occurs later. Records for non-expendable property acquired with funds under this Agreement shall be retained for three (3) years after final disposition of such property. Records for any displaced person must be kept for three (3) years after he/she has received final payment. 3. Client Data Participant shall maintain client data demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level or other basis for determining eligibility, and a description of services provided. Such information shall be made available to Grantee monitors or their designees for review upon request. 4. Disclosure Participant understands that client information collected under this Agreement is private and the use or disclosure of such information, when not directly connected with the administration of Grantee's or Participant's responsibilities with respect Exhibit D to services.provided under this Agreement, is prohibited by the California Data privacy Act unless written consent is obtained from such person receiving service and, in the case of a minor, that of a responsible parent/guardian. 5. Property Records Participant shall maintain real property inventory records which clearly identify properties purchased, improved or sold. Properties retained shall continue to meet eligibility criteria and shall conform with the "changes in use" restrictions specified in 24 CFR Part 570, Section 570.503(b)(8). 6. National Objectives Participant agrees to maintain documentation that demonstrates that the activities carried out with funds provided under this Agreement meet one or more of the CDBG program's national objectives: 1) Benefit low-to-moderate-income persons; 2) Aid in the prevention or elimination of slums or blight; or 3) Meet community development needs having a particular urgency — as defined in 24 CFR Part 570, Section 570.208. 7. Close-Outs Participant's obligation to Grantee shall not end until all close-out requirements are completed within thirty (30) days after expiration of this Agreement. Activities during this close-out period shall include, but are not limited to: making final payments, disposing of program assets (including the return of all unused materials, equipment, unspent cash advances, program income balances, and receivable accounts to Grantee, and determining the custodianship of records. 8. Audits & Inspections All of Participant's records with respect to any matters covered by this Agreement shall be made available to Grantee, grantor agency, their designees or the Federal Government, at any time during normal business hours or as often as Grantee or grantor agency deems necessary, to audit, examine, and make excerpts or transcripts of all relevant data. Any deficiencies noted in audit reports must be fully cleared by Participant within thirty (30) days after receipt by Participant. Failure of Participant to comply with the above audit requirements will constitute a violation of this Agreement and may result in the withholding of future payments. Participant hereby agrees to have an annual agency audit conducted in accordance with current city policy concerning Participant audits. Exhibit D C. Reporting and Payment Procedures 1. Budgets No more than the amount specified may be spent within the cost category without written approval of the Grantor. 2. Program Income Participant shall report quarterly all program income as defined at 24 CFR Part 570, Section 570.500(a) generated by activities carried out with CDBG funds made available under this Agreement. The use of program income by Participant may use such income during the Agreement period for activities permitted under this Agreement and shall reduce requests for additional funds by the amount of any such program income balances on hand. All unused program income shall be returned to Grantee at the end of the Agreement period. Any interest earned on cash advances from the U.S. Treasury is not program income and shall be remitted promptly to Grantee. 3. Indirect Costs If indirect costs are charged, Participant will develop an indirect cost allocation plan for determining the appropriate Grantee share of administrative costs and shall submit such plan to Grantee for approval, prior to the execution of the Agreement. 4. Payment Procedures Grantee will pay to Participant funds available under this Agreement based upon information submitted by Participant and consistent with any approved budget and city policy concerning payments. With the exception of certain advances, payments will be made for eligible expenses actually incurred by Participant and not to exceed actual cash requirements. Payments will be adjusted by Grantee in accordance with advance fund and program income balances available in Participant accounts. hi addition, Grantee reserves the right to liquid funds available under this Agreement for costs incurred by Grantee on behalf of Participant. D. Procurement 1. Compliance Participant shall comply with current federal policy concerning the purchase of equipment and shall maintain an inventory of all non-expendable personal property as defined by such policy as may be procured with funds provided herein. All program assets (unexpended program income, property, equipment, etc.) shall revert to Grantee upon termination of this Agreement. Exhibit D 2. OMB Standards Participant shall procure materials in accordance with the requirements of Attachment O of OMB Circular A-110, Procurement Standards, and shall subsequently follow Attachment N, Property Management Standards, covering utilization of disposal of property. 3. Travel Participant shall obtain written approval from Grantee for any travel outside the metropolitan area with funds provided under this Agreement. 4. Relocation, Acquisition and Displacement Participant agrees to comply with 24 CFR 570.606 relating to the acquisition and disposition of all real property utilizing grant funds, and to the displacement of persons, businesses, nonprofit organizations and farms occurring as a direct result of any acquisition of real property utilizing grant funds. Participant agrees to comply with applicable Grantee Ordinances, Resolutions, and Policies concerning displacement of individuals from their residences. VIII PERSONNEL & PARTICIPANT REQUIREMENTS A. Civil Rights 1. Compliance Participant agrees to comply with all city and state civil rights ordinances and with Title VI of the Civil Rights Act of 1964 as amended, Title VIII of the Civil Rights Act of 1968 as amended, Section 109 of Title I of the Housing and Community Development Act of 1974, Section 504 of the Rehabilitation Act of 1973, the Americans with Disabilities Act of 1990, the Age Discrimination Act of 1975, Executive Order 11063, and with Executive Order 11246 as amended by Executive Orders 11375 and 12086. 2. Nondiscrimination Executive Order 11246 requires that during the performance of this Agreement, the consultant agrees not to discriminate against any employee or applicant for employment because of race, religion, sex, color, or national origin. The consultant will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, religion, sex, color, or national origin. Such action shall include, but not limited to, the following: employment upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The consultant agrees to post in conspicuous places, available to employees and Exhibit D applicants for employment, notices to be provided by the consultant setting forth the provisions of this nondiscrimination clause. 3. Civil Rights Act of 1964 Title VI of the Civil Rights Act of 1964 provides that no person shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance. 4. Housing and Community Development Act of 1974 Section 109, Title 1 of the Housing and Community Development Act of 1974, provides that no person shall discriminate against any person or deny benefits on the basis of race, color, national origin, or sex under any program or activity funded in whole or in part with funds made available under this Title. 5. Prohibition of Age Discrimination Prohibition against discrimination on the basis of age under the Age Discrimination Act of 1975, or with respect to an otherwise qualified handicapped individual, as provided in Section 504 of the Rehabilitation Act of 1973, shall also apply to any such program or activity. 6. Land Covenants This Agreement is subject to the requirements of Title VI of the Civil Rights Act of 1964 (P.1 88-3520 and 24 .CFR 570, Part 1). In regard to the sale, lease, or other transfer of land acquired, cleared or improved with assistance provided under this Agreement, Participant shall cause or require a covenant running with the land to be inserted in the deed or lease for such transfer, prohibiting discrimination as herein defined, in the sale, lease or rental, or in the use or occupancy of such land, or in any improvements erected or to be erected thereon, providing that Grantee and the United States are beneficiaries of and entitled to enforce such covenants. Participant, in undertaking its obligation to carry out the program assisted hereunder, agrees to take such measures as are necessary to enforce such covenant, and will not itself so discriminate. 7. Section 504 Participant agrees to comply with any federal regulations issued pursuant to compliance with Section 504 of the Rehabilitation Act of 1973, 929 U.S.C.706) which prohibits discrimination against the handicapped in any federally assisted program. Grantee shall provide Participant with any guidelines necessary for compliance with that portion of the regulations in force during the term of this Agreement. Exhibit D B. Affirmative Action 1. Approved Plan Participant agrees that it shall be committed to carry out pursuant to Grantee's specifications an Affirmative Action Program in keeping with the principles as provided in President's Executive Order 11246 of September 24, 1965. Grantee shall provide Affirmative Action guidelines to Participant to assist in the formulation of such program. Participant shall submit a plan for an Affirmative Action Program for approval prior to the award of funds. 2. W/MBE Participant will use its best efforts to afford minority and women-owned business enterprises the maximum practicable opportunity to participate in the performance of this Agreement. As used in this Agreement, the term "minority and female business enterprise" means a business at least fifty-one (51) percent owned and controlled by minority group members or women. For the purpose of this definition, "minority group members" are Afro-Americans, Spanish-speaking, Spanish surnamed or Spanish-heritage Americans, Asian-Americans, and American Indians. Participant may rely on written representations by Participants regarding their status as minority and female business enterprises in lieu of an independent investigation. 3. Access to Records Participant shall furnish and cause each of its sub-Participants to furnish all information and reports required hereunder and will permit access to its books, records and accounts by Grantee, HUD or its agent, or other authorized federal officials for purposes of investigationto ascertain compliance with the rules, regulations and provisions stated herein. 4. Notifications Participant will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advancing the labor union or worker's representative of Participant's commitments hereunder, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 5. EEO/AA Statement Participant will, in all solicitations or advertisements for employees placed by or on behalf of Participant, state that it is an Equal Opportunity or Affirmative Action employer. Exhibit D 6. Subcontract Provisions Participant will include the provisions of Paragraphs VII A, Civil Rights, and B Affirmative Action, every subcontract or purchase order, specifically or by reference, so that such provisions will be binding upon each sub-Participant or vendor. C. Employment Restrictions 1. Prohibited Activity Participant is prohibited from using funds provided herein or personnel employed in the administration of the program for political activities; sectarian, or religious activities; lobbying,political patronage, and nepotism activities. 2. OSHA Where employees are engaged in activities not covered under the Occupational Safety and Health Act of 1970, they shall not be required or permitted to work, be trained, or receive services in buildings or surroundings or under working conditions which are unsanitary, hazardous or dangerous to the participants' health or safety. 3. Right to Know Participants employed or trained for inherently dangerous occupations, e.g., fire or police jobs, shall be assigned to work in accordance with reasonable safety practices. Participant will comply with the Minnesota Right to Know Act. 4. Labor Standards Participant agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis-Bacon Act as amended, the provisions of Contract Work Hours, the Safety Standards Act, the Copeland "Anti-Kickback" Act (40 U.S.C. 276, 327-333) and all other applicable federal, state and local laws and regulations pertaining to labor standards insofar as those act apply to the performance of this Agreement. Participant shall maintain documentation which demonstrates compliance with hour and wages requirements of this part. Such documentation shall be made available to Grantee for review upon request. Participant agrees that, except with respect to the rehabilitation or construction of residential property designed for residential use for less than eight (8) households, all contractors engaged under contracts in excess of $2,000.00 for construction, renovation or repair of any building or work financed in whole or in part with assistance provided under this Agreement, shall comply with federal requirements adopted by Grantee pertaining to such contract, shall comply with federal requirements adopted by Grantee pertaining to such contracts and with the Exhibit D applicable requirements of the regulations of the Department of Labor, under 29 CFR, Parts 3, 1, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journeymen; provided, that if wage rates higher than those required under the regulations are imposed by state or local law, nothing hereunder is intended to relieve Participant of its obligation, if any, to require payment of the higher wage. Participant shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph, for such contracts in excess of$10,000.00. 5. Local Employment To the greatest extent possible, employ lower income residents of the project area, in compliance with Section 3, Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701 et. seq. D. Conduct 1. Assignability Participant shall not assign or transfer any interest in this Agreement without the prior written consent of Grantee thereto; provided, however, that claims for money due or to become due to Participant from Grantee under this Agreement may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to Grantee. 2. Hatch Act Participant agrees that no funds provided, nor personnel employed under this Agreement, shall be in any way or to any extent engaged in the conduct of political activities in violation of Chapter 15 of Title V United States Code. 3. Conflict of Interest Participant agrees to abide by the provisions of 24 CFR Part 570, Section 570.611 with respect to conflicts of interest and covenants that it presently has no financial interest and shall not acquire any financial interest, direct or indirect, which would conflict in any manner or degree with the performance of services required under this Agreement. Participant further covenants that in the performance of this Agreement, no person having such a financial interest shall be employed or retained by Participant hereunder. These conflict of interest provisions apply to any person who is an employee, agent consultant, officer, or elected official or appointed official of Grantee. or of any designated public agencies or Participants that are receiving funds under the CDBG Entitlement program. Exhibit D 4. Subcontracts a. Approvals Participants shall not enter into any subcontracts with any agency or individual in the performance of this Agreement without the prior written consent of Grantee prior to the execution of such agreement. b. Monitoring Participant will monitor all subcontracted services on a regular basis to assure Agreement compliance. Results of monitoring efforts shall be summarized in written reports and supported with documented evidence of follow-up actions taken to correct areas of noncompliance. C. Content Participant shall cause all of the provisions of this Agreement in its entirety to be included in and made apart of any subcontract executed in the performance of this Agreement. d. Selection Process Participant shall undertake to insure that all subcontracts let in the performance of this Agreement shall be awarded on a fair and open competition basis. Executed copies of all subcontracts shall be forwarded to Grantee along with documentation concerning the selection process. 5. Copyright If this Agreement results in any copyrightable material, Grantee and/or grantor agency reserves the right to royalty-free, non-exclusive and irrevocable license to reproduce, publish or otherwise use and to authorize others to use, the work for government purposes. 6. Religious Organization Participant agrees that funds provided under this Agreement will not be utilized for religious activities, to promote religious interests, or for the benefit of a religious organization in accordance with the federal regulations specified in 24 CFR Part 570, Section 570.2000). IX ENVIRONMENTAL CONDITIONS A. Air and Water Participant agrees to comply with the following regulations insofar as they apply to the performance of this Agreement: Exhibit D • Clean Air Act, 42 U.S.C., 1857, et seq. • Federal Water Pollution Control Act, as amended, 33 U.S.C., 1251, et seq., as amended 1318 relating to inspection, monitoring, entry, reports and information, as well as other requirements specified in said Section 114 and Section 308, and all regulations and guidelines issued thereunder. • Environmental Protection Agency (EPA) regulations pursuant to 40 CFR.,Part 50, as amended. • National Environmental Policy Act of 1969. • HUD Environmental Review Procedures (24 CFR, Part 58). • California Environmental quality Act of 1974. B. Flood Disaster Protection Participant agrees to comply with the requirements of the Flood Disaster Protection Act of 1973 (P.L.-2234) in regard to the sale, lease or other transfer of land acquired, cleared or improved under the terms of this Agreement, as it may apply to the provisions of this Agreement. C. Lead-Based Paint Participant agrees that any construction or rehabilitation of residential structures with assistance provided under this Agreement shall be subject to HUD lead- based Paint Regulations at 24 CFR Part 570, Section 570.608, and 24 CFR Part 35, and in particular Sub-Part B thereof. Such regulations pertain to all HUD- assisted housing and require that all owners, prospective owners, and tenants or properties constructed prior to 1978 be properly notified that such properties may include lead-based paint. Such notification shall point out the hazards of lead- based paint and explain the symptoms, treatment and precautions that should be taken when dealing with lead-based paint poisoning. D. Historic Preservation Participant agrees to comply with the Historic Preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. 470) and the procedures set forth in 36 CFR, part 800, Advisory Council on Historic Preservation Procedures for Protection of Historic Properties, insofar as they apply to the performance of this Agreement. In general, this requires concurrence from the State Historic Preservation Officer for all rehabilitation and demolition of historic properties that are fifty years old or older or that are included on a Federal, State, or local historic property list. Exhibit D IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF AZUSA Dated: October 2008 Francis M. Delach, City Manager . Attest to: City Clerk Approved as to Form: BEST BEST &KREIGER, LLP City Attorney PARTICIPANT CANYON CITY FOODS, INC Dated: October 2008 Lana Hiti Don Hiti Exhibit D ATTACHMENTS ATTACHMENT A COUNTY LOBBYIST CERTIFICATION ATTACHMENT B PROCUREMENT REQUIREMENTS ATTACHMENT C DUNS NUMBER ATTACHMENT D SMALUINFORMAL BID FORM ATTACHMENT E EMPLOYMENT REQUIREMENTS Exhibit 1 Prospective Employee Questionnaire (With 2008 Income Guidelines) Exhibit 2 Job Generation Form Exhibit 3 Actions to Ensure First Consideration of Low- and Moderate-Income Persons Exhibit D TABLE OF CONTENTS Recitals..............................................................................................Error!Bookmark not defined. I. SCOPE OF SERVICE........................................................................................................... 2 A. Activities......................................................................................................................................... 2 B. Program Delivery......................................................................................................................2 C. General Administration................................................................................................................3 D. Levels of Accomplishment............................................................................................................3 E. Staffing...........................................................................................................................................3 F. Performance Monitoring..............................................................................................................3 II. TIME OF PERFORMANCE............................................................................................ 3 III. PAYMENT......................................................................................................................... 3 IV. NOTICES........................................................................................................................... 4 V SPECIAL CONDITIONS...................................................................................................... 4 VI GENERAL CONDITIONS................................................................................................ 4 A. General Compliance......................................................................................................................4 B. Independent Contractor...............................................................................................................4 C. Hold Harmless...............................................................................................................................4 D. Workers' Compensation...............................................................................................................5 E. Insurance........................................................................................................................................5 F. Grantor Recognition..................................................................................................................... 5 G. Amendments.................................................................................................................................. 5 H. Suspension or Termination.......................................................................................................... 5 VII ADMINISTRATIVE REQUIREMENTS......................................................................... 6 A. Financial Management.................................................................................................................6 1. Accounting Standards .................................................................................................. 6 2. Cost Principles............................................................................................................... 6 B. Documentation and Record-Keeping..........................................................................................6 1. Records to be Maintained ............................................................................................ 6 2. Retention........................................................................................................................ 7 3. Client Data..................................................................................................................... 7 4. Disclosure....................................................................................................................... 7 5. Property Records .......................................................................................................... 8 6. National Objectives....................................................................................................... 8 7. Close-Outs...................................................................................................................... 8 Exhibit D 8. Audits & Inspections .................................................................................................... 8 C. Reporting and Payment Procedures............................................................................................9 1. Budgets........................................................................................................................... 9 2. Program Income............................................................................................................ 9 3. Indirect Costs ................................................................................................................ 9 4. Payment Procedures..................................................................................................... 9 D. Procurement................................:...................................................... 9 .................................... I. Compliance.................................................................................................................... 9 2. OMB Standards .......................................................................................................... 10 3. Travel........................................................................................................................... 10 4. Relocation, Acquisition and Displacement............................................................... 10 VIII PERSONNEL & PARTICIPANTREQUIREMENTS.................................................. 10 A. Civil Rights............................................................................................................. ..................... 10 1. Compliance.................................................................................................................. 10 2. Nondiscrimination....................................................................................................... 10 3. Civil Rights Act of 1964..........:................................................................................... 11 4. Housing and Community Development Act of 1974................................................ 11 5. Prohibition of Age Discrimination ............................................................................ 11 6. Land Covenants .......................................................................................................... 11 7. Section 504................................................................................................................... 11 B. Affirmative Action...................................................................................................................... 12 1. Approved Plan............................................................................................................. 12 2. W/MBE ........................................................................................................................ 12 3. Access to Records........................................................................................................ 12 4. Notifications................................................................................................................. 12 5. EEO/AA Statement..................................................................................................... 12 6. Subcontract Provisions............................................... .......... 13 ...................................... C. Employment Restrictions........................................................................................................... 13 1. Prohibited Activity...................................................................................................... 13 2. OSHA........................................................................................................................... 13 3. Right to Know............................................................................................................. 13 4. Labor Standards......................................................................................................... 13 5. Local Employment...................................................................................................... 14 D. Conduct..................................................................................................... 1. . Assignability ...............................................................:. ........ 14 ....................................... 2. Hatch Act..................................................................................................................... 14 3. Conflict of Interest...................................................................................................... 14 4. Subcontracts................................................................................................................ 15 5. Copyright..................................................................................................................... 15 6. Religious Organization............................................................................................... 15 IX ENVIRONMENTAL CONDITIONS.............................................................................. 15 A. Air and Water.............................................................................................................................. 15 Exhibit D B. Flood Disaster Protection........................................................................................................... 16 C. Lead-Based Paint........................................................................................................................ 16 D. Historic Preservation.................................................................................................................. 16 ATTA CHMENTS..............................................:............................................................................ 1 ATTACHMENT A COUNTY LOBBYIST CERTIFICATION................................................... 1 ATTACHMENT B PROCUREMENT REQUIREMENTS.......................................................... 1 ATTACHMENT D SMALL/INFORMAL BID FORM................................................................ 1 ATTACHMENTA................................................:.........................................................................i County Lobbyist Certification......................................................................................................... i ATTACHMENTB.........................................................................................................................ii Federal Procurement Requirements.............................................................................................ii ATTACHMENTC.......................................................................................................................... i DATA UNIVERSAL NUMBER SYSTEM(DUNS)...................................................................... i ATTACHMENTD......................................................................................................................... I SmalUlnformal Bid Form.............................................................................................................. I ATTACHMENTE......................................................................................................................... 2 Employment Requirements............................................................................................................ 2 Exhibit 1: PROSPECTIVE EMPLOYEE QUESTIONNAIRE..................................................... 1 Exhibit 2: JOB GENERATION FORM........................................................................................... 1 Exhibit 3: ACTIONS TO ENSURE FIRST CONSIDERATION OF LOW-AND MODERATE-INCOME PERSONS...................................................................................................iii Exhibit D ATTACHMENT A COUNTY LOBBYIST CERTIFICATION COMMUNITY DEVELOPMENT COMMISSION COUNTY OF LOS ANGELES COUNTY LOBBYIST CODE CHAPTER 2.160 COUNTY ORDINANCE NO. 93-0031 CERTIFICATION Name of Firm: CANYON CITY FOODS INC Date: October 2008 Address: 347 North San Gabriel Avenue Azusa State: CA Zip Code: 91702 Phone Nnumber: 626-815-4227 Acting on behalf of the above named firm, as its Authorized Official, I make the following Certification to the County of Los Angeles and the Community Development Commission, County of Los Angeles. 1. It is understood that each person/entity/firm who applies for a Community Development Commission contract, and as part of that process, shall certify that they are familiar with the requirements of the Los Angeles County Code Chapter 2.160 (Los Angeles County Ordinance 93-0031); and 2. That all persons/entities/firms acting on behalf of the above named firm have and will comply with the County Code; and 3. That any person/entity/firrn who seeks a contract with the Community Development Commission shall be disqualified therefrom and denied the contract, and shall be liable in civil action, if any lobbyist, lobbying firm, lobbyist employer or any other person or entity acting on behalf of the above named firm fails to comply with the provisions of the County Code. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is prerequisite for making or entering into contract with the Los Angeles County and the Community Development Commission, County of Los Angeles. Authorized Official: Name: Title: Exhibit D ATTACHMENT B FEDERAL PROCUREMENT REQUIREMENTS Procurement requirements are in accordance with 24 Code Federal Regulations (CFR) Part 84 "Uniform Administrative Requirements for Grants and Agreements With Institutions of Higher Education, Hospitals and Other Non-Profit Organizations"--Revised OMB Circular A-110. Small Purchase Procedures: $0.01 to $24,999.99 • Are those informal procurement methods where you must secure at lease three informal bids, oral or written? • You must document the following information: Company name and address, name of person contacted, telephone number and minority status. • A no bid is considered a bid. You must continue the process until three fixed dollar bids are received. • Use the Small/Informal Bid Form for documentation. • Not allowed for soliciting construction services Small Purchase Procedures: $25,000 to $99,999.99 • Are those informal procurement methods where you must secure at lease three informal bids? • All price or rate quotations must be in writing. • You must document the following information: Company name and address, name of person contacted, telephone number and minority status. • Use the Small/Informal Bid Form, with actual written quotations as collateral documentation. • Not allowed for soliciting construction services Formal Bidding Procedures: $100,000 or above • Are competitive sealed bids, secured through formal advertising • All bids will be publicly opened and a fixed price contract will be awarded to the lowest responsive and responsible bidder. Competitive Proposals • A Request for Proposal (RFP) or Request for Qualifications (RFQ) shall always be advertised. • The RFP should contain: bid specifications, sample contract, terms and conditions, and mechanism for proposal most advantageous to the program, with price and other factors considered. Contracting with Minority and Women Business Enterprise • Outreach program is extremely important. Contact the CDBG division in the City of Covina at 626-858-7266 to identify those local firms. • Contact at least one MWBE firm for your small purchase process. • Require prime contractor to also comply with above. Exhibit D ATTACHMENT C DATA UNIVERSAL NUMBER SYSTEM (DUNS) Business Name: CANYON CITY FOODS INC DUNS Number: Is business new or existing? New: Existing: X If business is existing, is it relocating? N/A_ Yes X No: X Note: If business does not have a DUNS, a free DUNS number can be obtained by calling Dunn & Bradstreet at 1-866-705-5711 (toll free) or through their website http://www.dnb.com/US/duns update/index.html. A DUNS number is required for receipt or renewal of a Federal grant. Exhibit D ATTACHMENT D SMALLANFORMAL BID FORM Project Name: Canyon City Foods, Inc Project Number: Three Quotes Required On The Following Item(s): Item Description Quantity: Size: Specifications: 1. Company Name: Phone No: Address: Contact: MWBE Status: Quote y Unit Cost: Total: 2. Company Name: Phone No: Address: Contact: MWBE Status: Quote 0 Unit Cost: Total: 3. Company Name: Phone No: Address: Contact: MWBE Status: Quote 0 Unit Cost: Total: Bids Obtained By: Date: Exhibit D ATTACHMENT E EMPLOYMENT REQUIREMENTS Community Development Block Grant (CDBG) economic development loans are based on job creation for low- and moderate-income persons. At least one full-time equivalent job is to be created or retained per $35,000 of CDBG funds used. CANYON CITY FOODS, INC will provide training for any of those jobs requiring special skills or education, as'indicated on the attached "Job Generation" sheet. For purposes of being considered a created job, a job must be a new job (full or part-time) for the person, or the CDBG assistance must enable an existing income-producing "sideline"activity to become the person's principal occupation. In counting jobs, the following policies apply: 6. Part-time jobs must be converted to full-time equivalents 7., Only permanent jobs count--temporaryjobs may not be included. 8. Seasonal jobs may be counted only if the season is long enough for the job to be considered as the employee's principal occupation. 9. All permanent jobs created by the activity must be counted even if the activity has multiple sources of finding. 10. Jobs indirectly created by an assisted activity(i.e., trickle-down jobs) may not be counted. To qualify, the person hired must be from a low/mod income household. To qualify as low- moderate income, information must be obtained on family size and income so it is evident that family income does not exceed the IAM limit. Prospective employees interviewed must complete a Prospective Employee Questionnaire (Exhibit 1) and must sign the form. The Prospective Employee Questionnaire serves as the self-certification form for household income qualification. This information must be available for monitoring by City staff, County of Los Angeles Community Development Commission staff, and HUD staff. Documentation to be attached to this agreement by CANYON CITY FOODS, INC is as follows: A. A listing by iob title of the permanent jobs to be created, identifying which are part-time, if any, and which jobs require special skills or education--a "Job Generation" form (see Exhibit 2) B. A description of the actions to be taken by the recipient and business to ensure that low- and moderate-income persons receive first consideration for those jobs-- "Actions to Ensure First Consideration of Low and Moderate Income Persons" form (See Exhibit 3). Exhibit D a Exhibit 1: PROSPECTIVE EMPLOYEE QUESTIONNAIRE Dear Applicant: This company has received expansion funds from the Community Development Block Grant program, and we are required to obtain the following information for all applicants. Your cooperation is appreciated. NAME: ADDRESS: JOB TITLE: 1. Head of Household: Male Female 2. Number in Household: 3. Please list all income for the past 12 months for each household member. Include the following: Source of Income (If income is, from wages or salary list Household Members Social employer name and address) (Names - Including Age Security Annual Attach copy of documentation. Applicant) Number Income If applicant was unemployed prior to acceptance of this job, please indicate. 3. Please circle your household size and indicate your household annual income level. (First, determine your household size; then follow the row across to the income range that includes your household income.) 2008 income limits House- hold Household Household Income Household Income Household Size Income Income 1 _ $15,550 or less _ $15,551 to $25,900 _ $25,901 to $41,450 _ Above $41,450 2 _ $17,750 or less $17,751 to $29,600 _ $29,601 to $47,350 _ Above $47,350 3 _ $20,000 or less $20,001 to $33,300 _ $33,301 to $53,300 _ Above $53,300 4 _ $22,200 or less $22,201 to $37,000 $37,001 to $59,200 Above $59,200 5 _ $24,000 or less $24,001 to $39,950 $39,951 to $63,950 _ Above $63,950 6 _ $25,750 or less $25,751 to $42,900 $42,901 to $68,650 _ Above $68,650 7 $27,550 or less _ $27,551 to $45,900 _ $45,901 to $73,400 _ Above $73,400 8 $29,300 or less $29,301 to $48,850 $48,851 to $78,150 Above $78,150 Exhibit D 11. Racial Background: (Optional) [:;�Native ingle Categories: Double Categories: _American Indian/Alaska Native _American Indian or Alaska Native and White _Asian _Asian and White Black/African American Black or African American and White Hawaiian/Other Pacific Islander American Indian or Alaska Native and _ hite _Black or African American —Other-For individuals that do not identify with any of the above 12. Ethnic Background: (This question must be asked of all individuals) Persons that are not Hispanic/Latino Persons of Hispanic/Latino Ethnicity _Mexican-American _Puerto Rican Cuban _Other Hispanic/Latino I certify that the above information is true and accurate. I understand this information is subject to verification by authorized officials. (Signature of Applicant) (Data) QUESTIONS BELOW TO BE ANSWERED BY EMPLOYER OR INTERVIEWER: Eligibility Summary: Low income (CDBG) Moderate income (CDBG) _ Not Eligible The person signing the certification was interviewed for employment and not hired because The person signing the certification was hired for the following position: Exhibit D He/She works hours per week. Permanent part-time jobs should be reported in equivalent full-time positions. Signature of interviewer: Date: Print Name: Revised: 4/16/07 ng CDBG Bulletin 07-0010 Exhibit D Exhibit 2: JOB GENERATION FORM CANYON CITY FOODS, INC Job Title Job Category Number/ Available Are (see attached) Wage Hours Scheduled to Low/Mod Employer Healthcare Benefits Provided? Wait Staff Person 9—Service $8.00 40 hrs Yes No (Retained) workers Total Jobs Retained: I FTE Total Jobs Required to 1 FTE Create and Retain: Note I: Positions will be filled from above list of possible job titles Note 2: FTE=Full-Time Equivalent based on a 40-hour week. Note 3: See attached list of Economic Development Administration (EDA)Job Category Definitions Exhibit D Economic Development Administration (EDA)Job Category Definitions 1. Officials and Managers - Occupants requiring administrative personnel who set broad policies, exercise overall responsibility of execution of these policies, and individual departments or special phases of a firm's operations. This includes: Officials, Executives, middle management, plant managers and superintendents, salaried supervisors who are members of management, purchasing agents and buyers,and kindred workers. 2. Professional-Occupants requiring either college graduation or experience of such kind and amount as to,provide a comparable background includes: accountants. and auditors, airplane pilots and navigators, architects, artists chemists, designers, dietitians, editors, engineers, lawyers, librarians, mathematicians, natural scientists, registered professional nurses, professional and labor relations workers, physical scientists,physicians,social scientists, teachers,and kindred workers. 3. Technicians - Occupants requiring a combination of basic scientific knowledge and manual skill which can be obtained through about 2 years of post-high school education such as is offered in many technical institutions and junior colleges, or through equivalent on the job training. This includes: computer programmers and operators, drafters, engineering aides, junior engineers, mathematic aides, licensed practical or vocational nurses, photographers, radio operators, scientific assistants, surveyors, technical illustrators, technicians (medical, dental, electronic, physical science) and kindred workers. 4. Sales - Occupants engaging wholly or primarily in direct selling. This includes: advertising agenda and sales workers; Insurance agents and brokers; foal estate agents and brokers; sales workers; demonstrators and retail sales workers; and sales clerks, grocery clerks and cashiers;and kindred workers. 5. Office and Clerical - Includes all clerical-type work regardless of level of difficulty, where the activities are predominantly non-manual though some manual work not directly involved with altering or transporting the products is included. This includes: bookkeepers, cashiers, collectors (bills and accounts), messengers and office helpers, office machine operators, shipping and receiving clerks, stenographers, typists, and secretaries, telegraph and telephone operators, and kindred workers. G. Craft Worker (skilled) - Manual workers of relatively high level having a thorough and comprehensive knowledge of the processes involved in their work. Exercise considerable independent judgment and usually receive an extensive period of training. This includes: the building trades,hourly paid supervisors and lead operators (who are not members of management), mechanic and repairers, skilled machining occupations, compositors and typesetters, electricians, engravers, job setters (metal), motion picture projecrionlsts, pact m and model makers,stationary engineers,tailors, and kindred workers. Exhibit 3 7. Operatives (semi-skilled) - Workers who operate machines or other equipment or perform other factory-type duties of intermediate skill level which can be mastered in a few weeks and require only limited training. This includes: apprentices (auto mechanics, plumbers, electricians, machinists, mechanics, building trades, metal working trades, printing trades, etc.), operatives, attendants (auto service and parking), blasters, chauffeurs, delivery workers, dress makers and sewers (except factory), dryer's furnaces workers, heaters (metal), laundry and dry cleaning, operatives, milliners, mine operatives and laborers, motor operators, oilers and greasers (except auto), painters (except construction and maintenance), photographic process workers, boiler tenders, truck and tractor drivers, w"vers (textile), welders and flame metals workers, and kindred workers. 8. Laborers (unskilled)- Workers in manual occupations which generally require no special training perform elementary duties that may be learned in a few days and require the application of little or no independent judgment. This includes: garage laborers; car washers and greasers; gardeners (except farm) and ground keepers; stevedores; wood choppers; laborers performing lifting, digging, mixing loading, and pulling operations; and kindred workers. 9. Service Workers - Workers in both protective and non-protective service occupations. This includes attendants(hospital and other institutions, professional and personal service, including nurses aides and orderlies), barbers, chairworkers and cleaners, cooks (except household), counter and fountain workers, elevator operators, firefighters and fire protection guards, door keepers, stewards,janitors, police officers and detectives, porters, waiters and waitresses, and kindred workers. Exhibit 3 Exhibit 3: ACTIONS TO ENSURE FIRST CONSIDERATION OF LOW-AND MODERATE-INCOME PERSONS CANYON CITY FOODS, INC Sub-recipient will implement the following comprehensive plan designed to ensure first consideration of low- and moderate-income persons for jobs created by the Economic Development Project. The plan will consist of the following actions which will insure early exposure of employment opportunities to low- and moderate-income area residents: A comprehensive program to adequately advertise the job opportunities in local publications. A particular focus will be publications serving low- and moderate-income households. The Pennysaver (a weekly local publication delivered free of charge to each home in Azusa) and La Opinion, a Spanish language publication. In addition, notice of available positions will be posted on the window of the business. Exhibit 3 Exhibit F CITY OF AZUSA ECONOMIC DEVELOPMENT LOAN PROGRAM (EDLP) GUIDELINES 10/6/2008 I. PURPOSE The purpose of the Economic Development Loan Program (EDLP) is to create and retain jobs for low and moderate income individuals by encouraging the development of new businesses and the retention of existing businesses within the EDLP Downtown Azusa Target Area. The focus of the program will be to encourage new retail, quality sit-down restaurant, and entertainment businesses to locate in the Downtown area. The program is funded through the Community Development Block Grant (CDBG) program and all applicants must comply with applicable US Department of Housing and Urban Development (HUD), County of Los Angeles, and EDLP regulations. II. PROGRAM DESCRIPTION A. Downtown Azusa Target Area: EDLP loans will be made available to eligible businesses within the Downtown Azusa Target Area which is defined as the area bounded by: - Ninth Street on the north; - San Gabriel Avenue on the west; - Second Street on the south; and - Soldand Avenue on the east. B. Eligible Types of Businesses EDLP loan funds can be utilized to provide forgivable loans to support the establishment and retention of the following types of businesses located in the Target Area: 1. Retail businesses that generate sales taxes to the City of Azusa 2. Full Service Sit-Down Restaurants 3. Entertainment-related establishments such as theatres 4. Fast-food Restaurants with Patio Dining C. Eligible Use of Loan Proceeds: 1. Purchase of business equipment, furniture, and fixtures 2. Interior and/or exterior leasehold improvements 3. Building renovation and construction EDLP Amended Guidelines Oct 6 2008.doc I CITY OF AZUSA ECONOMIC DEVELOPMENT LOAN PROGRAM (EDLP) GUIDELINES 10/6/2008 4. Working capital III. HOW THE LOAN PROGRAM WORKS An applicant business is eligible to receive only one loan in any five-year period. For every $35,000 requested in financial assistance (up to a maximum of$105,000 for any one business), an eligible business must create or retain one permanent 40-hour per week employee position filled by an individual from a low-to-moderate income household for a period of one three years. (see Table below). In order to consider jobs retained,the business must provide evidence or analysis of relevant financial records that indicate that permanent jobs would be lost without financial assistance. Part time positions may be aggregated to reach the 40-hour per week target as long as they are permanent jobs, not temporary jobs. A temporary job is one that does not exceed 90 working days. To qualify, the person(s) hired must be from a household classified as low-to-moderate income according to the Federal and Los Angeles County income guidelines. Number of Full-Time Employees Required# of New or Required to be Hired or Retained Loan Amount Retained Hires that Must be L/M $35,000 1 1 $35,001 to $70,000 2 2 $70,001 to $105,000 3 3 The job start date will be an agreed upon date between the City and the applicant business which triggers the one three year period of required compliance under the loan program as it relates to the provision of one full-time permanent job filled by an individual from a low-to-moderate income household. For business that are not fully operational, a six month waiting period may be granted to allow the business to complete all required tenant improvements and or modifications required to secure a Certificate of Occupancy from the Building Division. The business is responsible for providing a quarterly report to the City which documents the job created/retained, the individual(s) filling the position,hours worked per week, and hourly rate of each employee(s) associated with the loan program. Failure to maintain the low-to-moderate income position for the required one three year period will result in the business defaulting on that portion of the loan outstanding while not maintaining the low-to-moderate income position. If the job creation/retention requirements are not met in any six- month period,the agreement will be terminated and the balance of the loan will be called as due. IV. FINANCING POLICIES EDLP Amended Guidelines Oct 6 2008.doc 2 CITY OF AZUSA ECONOMIC DEVELOPMENT LOAN PROGRAM(EDLP) GUIDELINES 10/6/2008 A. Loan Amounts Loan amounts for any single eligible business will range from $35,000 to $105,000, pending funding availability. B. Interest Rate Interest rate will generally be set at 5 Percent. C. Term The loan will be structured as a three-year loan. The loan will be forgiven if the applicant complies with the requirement to hire or retain individuals from low-to-moderate income households for a period of one three years, and operates the business at the same location for a period of three years. If the applicant fails to operate the business during any 6 month period, the outstanding balance of the loan will become immediately due and payable. D. Underwriting HUD underwriting guidelines will be followed to ensure: 1. That project costs are reasonable; 2. That all sources of financing are committed; 3. That the project is financially feasible; 4. That federal funds are not substituted for non-Federal financial support; 5. That the return on the owner's equity investment will not be unreasonably high; and 6. Federal funds are disbursed on a pro-rata basis with any other funds. E. Collateral Full collateral is not a requirement for financial assistance. However, the City of Azusa will generally secure each loan to the maximum extent possible. The City will take security interest in available assets, including personal guarantees of all individuals with a substantial interest, corporate guarantees, as well as assignment of leases or insurance as deemed appropriate. Working capital loans may be secured by liens on receivables, inventory, fixed assets and/or other available assets of the borrowers as well as personal guarantees of the principals of the business. EDLP Amended Guidelines Oct 6 2008.doc 3 CITY OF AZUSA ECONOMIC DEVELOPMENT LOAN PROGRAM (EDLP) GUIDELINES 10/6/2008 F. Loan Fee The loan fee shall be a $500 processing fee, payable at the time the loan application is made to the City. G. Cessation of Business/Operations If the applicant/borrower should cease business at the site during the term of the loan, the borrower shall repay its obligations to the City as provided in the Note which shall be executed when the Loan Agreement is signed. The term "cease business" shall mean when the site is no longer used as the principal place of business for the borrower's business. The borrower shall give City written notice not less than thirty (30) days prior to cessation of business. If the borrower should cease business at the site, the borrower shall pay to the City, in cash, within fifteen (15) days of the participant's receipt of written notification from the City of the balance due on the Note. H. Financial Information Required All borrowers will be required as a covenant in the Loan Agreement to provide ongoing financial information as follows: 1. Fiscal Year-End balance sheet and income statements within ninety(90) days of each year end; 2. More frequent statements such as Accounts Receivable Aging, work in progress reports or any other documents requested by the Loan Committee or City to assist the borrower and City in the monitoring of the credit; and 3. Payroll reports showing employee status, on a quarterly basis. V. LOAN APPLICATION/APPROVAL PROCESS A. Application Required The business applicant will be required to submit the EDLP loan application, together with all required financial and business information. This may include: 1. Description of operations, type of business, present/future facilities, principals, business profile (history and forecast), and employment created or retained (current and/or projected) 2. Financial ,data: Current personal financial statements of principals; the last three years business financial statement and tax returns for established operations including balance sheets, income statements, and interim business financial statements (less than 90 days old) EDLP Amended Guidelines Oct 6 2008.doc 4 CITY OF AZUSA ECONOMIC DEVELOPMENT LOAN PROGRAM (EDLP) GUIDELINES 10/6/2008 3. Project data: Amount of loan requested and description of all project costs: e.g. purchase price of the land and building, cost of renovation by contractors, cost of equipment, working capital needs. For projects requiring working capital, an operating pro forma of the business shall also be provided. 4. Comprehensive business plan in a form consistent with that identified in the Small Business Administration Business Plan Outline. 5. Statement of relevant management experience in same line of business 6. Financial projections for the next three (3) years, including month-to month projections for the first two years. 7. Project description including a source and uses of funds statement. 8. Satisfactory credit history. 9. The source of repayment and the form of collateral. 10. The amount required 11. The amount that the borrower will invest or has invested. B. Loan Selection Criteria 1. Applicant must have a satisfactory credit history. (No bankruptcies within 6 years, repossessions (case by case basis) or federal or state tax liens (case by case basis). 2. Management experience in the same type of business. 3. Demonstrated probability of repayment. Personal and corporate guarantees may be required. 4. Reasonable projected debt service coverage. 5. Reasonable loan to value of business/assets 6. Positive net worth. 1 C. Loan Review Committee The Loan Review Committee (LRC) will review all loan proposals. The LRC will consist of the Assistant City Manager, Economic and Community Development Director and the Chief Financial EDLP Amended Guidelines Oct 6 2008.doc 5 CITY OF AZUSA ECONOMIC DEVELOPMENT LOAN PROGRAM (EDLP) GUIDELINES 10/6/2008 Officer and/or their designees. The LRC will meet on an as-needed basis. The LRC will make its recommendation to the City Manager. D. City Council Action Following review and recommendation by the City Manager, the City Council will approve or deny the loan application at a public meeting. The decision of the City Council is final. E. Application Period Applications will be accepted on a continuous basis when funds are available. Applications will be on a first-come-first-served basis. An applicant business is eligible to receive only one loan in any five-year period. Applications will only be processed as funds are available. EDLP Amended Guidelines Oct 6 2008.doc 6 ;r ,-- CITY OF AZUSA ECONOMIC DEVELOPMENT LOAN PROGRAM (EDLP) GUIDELINES APPENDIX "A" RECORDS TO BE MAINTAINED AND INCOME DOCUMENTATION REQUIREMENTS I. Records to be Maintained The following outlines the records that must be kept for a minimum of three years after the date of compliance with job creation or retention requirements: A. General When assistance is provided for the purpose of creating or retaining jobs, there must be a written agreement in which the business agrees to keep or create a specific number of jobs and identifies each such job by type and whether the job will be full- or part-time. The agreement must also specify the actions the business will take to ensure that at least 51% of the jobs created or retained will benefit L/M income persons. The records also must document which jobs were actually created and retained, whether each such job was held by, taken by, or made available to a L/M income person, and the full-time equivalency(FTE) status of each job. B. Job Creation Held by: With respect to jobs which will be held by L!M income persons, the records must show: • A listing by job title of the specific jobs to be created, • A listing by job title of the jobs filled, • The name and income status of the person who filled each position, and • The FTE status of the jobs. C. Job Retention Where L/M income benefit is based on job retention, the files must include the following documentation. Otherwise lost: • The specific evidence that in the absence of financial CDBG assistance, the jobs would be lost. Held by: • A listing by job title of permanent jobs retained, those jobs known to be held by L/M income persons at the time CDBG assistance was provided, and the FTE status of each such job; and • Information on the family size and annual income of each such L/M income person. Turnover jobs: • Identification of any of the retained jobs (other than those known to be held by L/M income persons) projected to become available to L/M income persons through turnover within three years of the time CDBG assistance was provided; EDLP Amended Guidelines Oct 6 2008.doc 7 CITY OF AZUSA ECONOMIC DEVELOPMENT LOAN PROGRAM (EDLP) GUIDELINES APPENDIX "A" • The basis upon which the job was determined to be likely to tum over within three years following the CDBG assistance; • The date the job actually turned over; • The name and income status of the person who filled the vacancy; • If the person who took the job was not L/M income but the job was made available to L/M income persons, records equivalent to those described above to substantiate the "available to" claim; and • Information on the family size and annual income of each such L/M income person hired. II. Income Documentation Requirements Documentation that a particular applicant/employee family income was L/M income may include any of the following: • Evidence that the employee/applicant was a referral from a state, county, or local employment agency or other entity that has agreed to refer individuals whom they have determined to be L/M income based on HUD's criteria. These entities must maintain records showing the basis upon which they determined that the person was L/M income, which they agree to make available for grantee or Federal inspection; or • A written certification signed and dated by the employee/applicant indicating his/her family size and total income as necessary to determine whether the person is a member of a L/M income family at the time the certification is made. The certification may either show the actual size and income of the family or contain a statement that the annualized family income is below the Section 8 low-income limit for the applicable family size. The form must include a statement that the person making the certification is aware that the information being provided is subject to verification by the local or Federal government; or • Evidence that the employee/applicant has qualified for assistance under another program with income qualification criteria at least as restrictive as those used by this program (e.g., referrals from Public Housing or the Welfare Agency); or • Evidence that the person is homeless. The test for determining whether an employee or applicant is L/M income for the purposes of this subcategory must be made based on the person's income status at the time the CDBG assistance is provided. One of the most important aspects of this is that the income the person would make from the assisted job under consideration is not included in the calculation. For created jobs, the benefit is intended for persons who are L/M income prior to being hired. For retained jobs, the family must be L/M income at the time the job is retained. Thus, a high-paying unskilled job might count as a created job but might not be counted for retention except for turnover purposes. EDLP Amended Guidelines Oct 6 2008.doc 8 4 . ✓i � �s°�'�zN N r CONSENT ITEM TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: MARCENE HAMILTON, CITY TREASURER DATE: OCTOBER 6, 2008 SUBJECT: INVESTMENT POLICY FOR THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA RECOMMENDATION The City Treasurer recommends that the City Council approve the attached resolution re-adopting the Investment Policy for the Redevelopment Agency of the City of Azusa. FISCAL IMPACT None BACKGROUND California Government Code Section 53646(x)(2) requires the Agency to adopt an Investment Policy every year. The Agency is also charged with changing the policy as necessary. The policy must be adopted or changed at a public meeting of the Council. The Council Members last adopted the Investment Policy on June 18, 2007. DISCUSSION In addition to the annual review of the Agency's Investment Policy, Government Code Section 53607 requires the Agency to reconfirm annually the delegation of investment authority to the City Treasurer. The Treasurer and the City Council are "fiduciaries" subject to the prudent investor standard. The Investment Policy is the outline from which the Treasurer operates to ensure that investments are safe, liquid and achieving returns. RESOLUTION NO RESOLUTION OF THE BOARD OF DIRECTORS OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA ADOPTING THE INVESTMENT POLICY WHEREAS, the Redevelopment Agency of the City of Azusa receives taxes and other revenues from a variety of sources and uses the funds to pay its bills on a regular basis; and WHEREAS, the Agency Treasurer is charged with the duties of handling and maintaining the cash that is taken in or otherwise received by the Agency; and WHEREAS, the balance of these funds fluctuates between $3,000,000 and $20,000,000 or more; and WHEREAS, per Government code Sections 53607 and 53600.5 the Agency Treasurer is charged with investing idle public funds on the basis of protecting the safety of the funds, ensuring the liquidity of the investments, and maximizing earnings in that order of importance and based on the "Prudent Investor Standards"; and WHEREAS, the State of California requires each City entity annually, including the Redevelopment Agency, to adopt an investment policy per Government Code Section 53646; and WHEREAS, the Board of Directors, with the aid of its staff has reviewed the Statement of Investment Policy and wishes to approve the same; NOW THEREFORE BE IT RESOLVED that the Board of Directors of the Redevelopment Agency of the City of Azusa does hereby adopt its Investment Policy attached hereto marked Exhibit A and instructs the Agency Treasurer to be guided by it in carrying out the duties of his office for the benefit of the Redevelopment Agency. ADOPTED AND APPROVED this day of October 2008. JOSEPH R. ROCHA, MAYOR HEREBY CERTIFY that the foregoing resolution was duly adopted by the City Council of the City of Azusa at a regular meeting thereof on the day of October 2008 by the following vote of Council: AYES: CITY COUNCIL MEMBERS: NOES: CITY COUNCIL MEMBERS ABSTAIN: CITY COUNCIL MEMBERS ABSENT: CITY COUNCIL MEMBERS VERA MENDOZA, CITY CLERK Redevelopment Agency, City of Azusa . INVESTMENT POLICY 1. POLICY STATEMENT All funds of the City of Azusa Redevelopment Agency ("Agency") shall be invested in accordance with principles of sound treasury management and in accordance with the provisions of California Government Code Section 53600 et seq., and guidelines established by the California Municipal Treasurer's Association, the California Society of Municipal Finance Officers,and this Investment Policy("Policy"). These funds are defined and detailed in the City's Comprehensive Annual Financial Report("CAFR")and include any new funds created unless specifically excluded by the City Council. Specifically excluded funds are: Funds deposited with the State Public Employees' Retirement System; and Bond proceeds that are subject to covenants and restrictions as defined in the Bond's indenture are administered under the direct control of the Bond Trustee. 2. INVESTMENT POLICY OBJECTIVES A. Overall Risk Profile Pursuant to California Government Code Section 53600.5 the three(3)objectives of the RDA's Policy are, in order of priority: 1. Safeguard the principal of the funds; 2. Meet the liquidity needs of the City; and 3. Achieve a return of the funds. To achieve these objectives,the Agency shall consider the following when making an investment: 1. Safeeuard the Principal of the Funds The Agency shall mitigate the risk to the principal of invested funds by limiting credit and interest rate risks. Credit risk is the risk of loss due to the failure of the security issuer or backer. Interest rate risk is the risk that the [!D?.ipffNI9 M'D�IiL'gS AZI15u6sAINIV tMN!WIJCWNWSTWI.'IWII[Y.�evp01.1IXlMpCY.M[.M/.L WC market value of the Agency's portfolio will fall due to an increase in general interest rates. a) Credit risk will be mitigated by: (i) Limiting investments to the safest types of securities; (ii) By pre-qualifying the financial institutions with which it will do business; and (iii) By diversifying the investment portfolio so that the potential failure of any one issue or backer will not place an undue financial burden on the Agency. b) Interest rate risk will be mitigated by: (i) Structuring the Agency's portfolio so that securities mature to meet the Agency's cash requirements for ongoing obligations, thereby avoiding the possible need to sell securities on the open market at a loss prior to their maturity to meet those requirements; and (ii) Investing primarily in shorter-term securities. 2. Meet the Liquiditv Needs of the City The Agency's investment portfolio shall be structured in a manner that ensures securities mature at the same time as cash is needed to meet anticipated demands(Static Liquidity). Additionally, since all possible cash demands cannot be anticipated,the portfolio should consist of securities with active secondary markets(Dynamic Liquidity). The maximum percentage of different investment instruments and maturities is detailed within Section H of this Policy. 3. Achieve a Return on the Funds Yield on the Agency's investment portfolio is of secondary importance compared to the safety and liquidity objectives described above. Investments are limited to relatively low risk securities in anticipation of earning a fair return relative to the risk being assumed. While it may occasionally be necessary or strategically prudent for the Agency to sell a security prior to maturity to either meet unanticipated cash needs or to restructure the portfolio, this Policy specifically prohibits trading securities for the sole purpose of speculating on the future direction of interest rates. B. Basic Investment Strateev The Agency's investment portfolio shall be structured to provide sufficient funds from investments to meet the Agency's monthly anticipated cash needs. Subject to the objectives stated above,the choice in investment instruments and maturities shall be based upon an analysis of future anticipated cash needs, existing and anticipated revenues,interest rate trends and specific market opportunities. No investment may have a maturity of more than five (5) years from its date of purchase without receiving prior Council approval. After approval by the Council, reserve funds associated with bond issues may have a maturity of more than five(5)years,up to the earliest date the bonds may be redeemed or mature. 3. INVESTMENTS This section of the Policy identifies the types of investments in which the Agency will invest its idle or surplus funds. A. Standard of Prudence The Agency operates its investment portfolio under the Prudent Investor Standard (California Government Code Section 53600.3) which states, in essence, "when investing,reinvesting,purchasing,acquiring,exchanging,selling or managing public funds, a trustee shall act with care, skill, prudence and diligence under the circumstances then prevailing, including, but not limited to, the general economic conditions and the anticipated need of the Agency, that a prudent person in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like aims,to safeguard the principal and maintain the liquidity needs of the Agency." This standard shall be applied in the context of managing the overall portfolio. Investment officers,acting in accordance with written procedures and this investment policy and exercising the above standard of diligence shall be relieved of personal responsibility for an individual security's credit risk or market price changes, provided deviations from expectations are reported in a timely fashion and appropriate action is taken to control adverse developments. B. EliEible Securities The Agency is provided a broad spectrum of eligible investments under California Government Code Section 53600, et seq. The Agency may choose to restrict its permitted investments to a smaller list of securities that more closely fits the Agency's cash flow needs and requirements for liquidity. If a type of investment is added to California Government Code 53600 et seq., the new investment option will not be added to the Agency's Authorized Investment List until this Policy is amended and approved by the Council. If a type of investment permitted by the Agency should be removed from California Government Code 53600 et seq., the investment will be deemed concurrently removed from the Agency's Authorized Investment List. The Aeency's Authorized Investment List • Insured Certificates of Deposit("CD's") of California banks and/or savings and loan associations, and/or savings banks that mature in five (5) years or less, provided that the Agency's investments shall not exceed One Hundred Thousand Dollars ($100,000) per institution. If the investment exceeds the insured One Hundred Thousand Dollars($100,000), the funds are to be collateralized at one hundred and ten percent (110%) of the deposit in government securities or one hundred and fifty percent(150%) in mortgages. • 'Local Agency Investment Fund (LAIF) Demand Deposits. • Securities of the U.S. Government, and securities of which the principal and interest is guaranteed by the full faith and credit of the U. S. Government. • Securities issued by agencies and instrumentalities of the U. S. Government or issued by a government sponsored enterprise. • Commercial Paper(limited to 30%of the portfolio)rated Al/Pl or the equivalent by two nationally recognized rating agencies with maturities not to exceed one hundred and eighty-one (18 1) days. • Medium-Term Corporate Notes (limited to 20% of the portfolio) that are rated "AA" or better by two (2)nationally recognized rating agencies. • Passbook Savings or Money Market Demand Deposits,subject to the restrictions and limitations set forth in California Government Code Section 53638. • Repurchase Agreements (limited to 30% of the portfolio) with approved banks and broker-dealers who have completed and signed a Master Repurchase Agreement with the Agency. • Money Market Mutual Funds(with a stated objective of maintaining a$1.00 net asset value) that has been rated AAAm by Moody's or any two (2) nationally recognized rating agencies. Please see Exhibit A for a more detailed description of the authorized investments listed above. A thorough investigation of any pool or fund is required prior to investing and on a continual basis. The investigation will, at a minimum, obtain the following information: • A description of eligible investment securities, and a written statement of investment policies and objectives; and • A description of interest calculations and how it is distributed,and how gains and losses are distributed; and • A description of how securities are safeguarded (including the settlement process) and how often the securities are marked to market and how often an audit is conducted; and • A description of who may invest in the program, how often, what size deposits and withdrawals are permitted; and • A schedule for receiving statements and portfolio listings; and • A determination as to whether the pool/fund maintain a reserve or retain earnings or is all income after expenses distributed to participants; and • A fee schedule which also discloses when and how fees are assessed; and • A determination as to whether the pool or fund is eligible for bond proceeds and/or will accept such proceeds. The purpose of this investigation is to determine the suitability of a pool or fund and evaluate the risk of placing funds with that pool or fund. One of the purposes of this Policy is to define what investments are permitted. If a type of security is not specifically authorized by this Policy, it is not a permitted investment. C. Oualification of Brokers, Dealers and Financial Institutions The Agency Treasurer or designees will establish and maintain a list of the financial institutions and broker/dealers authorized to provide investment and depository CYRLWMS..NO SErtWpMZLLGIRAIUIYIULVAffNiNLwYSI.@.Nf WIJCYJNVC WIICY.PFDCVFl4MPNt.WCVL1'-YAI.TN/iMC services to the Agency,will perform an annual review of the financial condition and registrations of the qualified bidders, and require annual audited financial statements to be on file for each approved company. The Agency shall annually send a copy of their current Policy to all financial institutions and broker/dealers approved to do business with the Agency. Receipt of the Policy and Enabling Resolution, including confirmation that it has been received and reviewed by the person(s) handling the Agency's account, shall be acknowledged in writing within thirty (30) days. All broker-dealers and financial institutions that desire to become qualified bidders for investment transactions must submit a"Broker-Dealer Application" and related documents relative to eligibility. This includes a current audited financial statement, proof of state registration,proof of NASD registration and a certification they have received and reviewed the Agency's Policy and agree to comply with the provisions outlined in the Investment Policy. The Agency Treasurer or designees may establish any additional criteria they deem appropriate to evaluate and approve any financial services provider. The selection process for broker-dealers shall be open to both "primary dealers"and"secondary/regional dealers"that qualify under Securities and Exchange Commission Rule 15c3-1 (Uniform Net Capital Rule). The provider must have an office in California and the provider's representative must be experienced in institutional trading practices and familiar with the California Government Code as it relates to investments by an Agency. D. Collateralization Requirements Uninsured Time Deposits with banks and savings and loans shall be collateralized in the manner prescribed by state law for depositories accepting municipal investment funds. Re-purchase Agreements shall be collateralized in accordance with terms specified in the Master Re-purchase Agreement. The valuation of collateral securing a Repurchase Agreement will be verified weekly to ensure a minimum of one hundred and two percent (102%) of the value of the transaction is held by the Agency's depository agent. E. Diversification The Agency will diversify its investments by security type and investment. With the exception of bond reserve funds, bond escrow funds, and any other specific funds approved by the Treasury Committee or the City Council, the Agency Treasurer or designee, and the Agency's Investment Committee will adopt a strategy that combines current market conditions with the Agency's cash needs to maintain the maximum degree of safety of principal and liquidity throughout market and budgetary cycles. This strategy will include diversification by investment type and maturity allocations and will be included in the regular quarterly reports to the Council. This strategy will be reviewed quarterly and can be changed accordingly. F. Confirmations Receipts for confirmation of purchase of authorized securities should include at a minimum the following information: trade date, settlement date, description of the security,par value,interest rate;price,yield to maturity,Agency's name,net amount due, and third party custodial information. G. GASB 3 The Governmental Accounting Standards Board("GASB')issued GASB#3 in April 1986, and the local entity's investments must be categorized into three (3)levels of credit risk as follows: 1) Securities that are insured or registered,or for which the securities are held by public units or its agent in the units; 2) Securities that are uninsured and unregistered and are held by the broker's or dealer's trust department or agent in the unit's name; 3) Securities that are uninsured and unregistered and are held by the broker or dealer, or by its trust department or agent,but not in the unit's name. The carrying amount and market value of all types of investments must be disclosed in total and for each type of investment. GASB #3 exempts mutual funds and LAIF investments from the mandatory risk categorization. 4. SAFEKEEPING OF SECURITIES A. Safekeeping Agreement The Agency shall contract with a bank or banks for the safekeeping of securities that are owned by the Agency as a part of its investment portfolio or transferred to the Agency under the terms of a Re-purchase Agreement. All securities owned by the Agency shall be held in safekeeping by a third party bank trust department acting as agent for the Agency under the terms of a custody agreement executed by the bank and the Agency. All securities will be received and delivered using standard delivery versus payment(DVP)procedures. The third party bank trustee agreement must complywith California Government Code Section 53608. No outside broker/dealer or advisor may have access to Agency funds, accounts or investments, and any transfer of funds must be approved by the Agency Treasurer. B. Security Transfers The authorization to release Agency's securities or funds will be telephoned to the appropriate bank representative by a finance department member other than the person who initiated the transaction. A written confirmation outlining details for the transaction and confirming the telephoned instructions will be sent to the bank within five (5) working days. C. Verification of Securitv Securities transferred to the Agency as collateral securing time deposits or repurchase agreements that are being held in safekeeping for the Agency will be verified in writing and examined on a random basis during the yearbythe Agency's independent auditors as part of the Agency's annual independent audit. 5. STRUCTURE AND RESPONSIBILITY This section of the Policy defines the overall structure and areas of responsibility within the investment management program. A. Responsibilities of the Agency Treasurer The Agency Treasurer is charged with responsibility for maintaining custody of all public funds and securities belonging to or under the control of the Agency, and for the deposit and investment of those funds in.accordance with principles of sound treasury management applicable laws, ordinances, and this Policy. This includes establishing written procedures for the operation of the investment program consistent with this Policy. The procedures should include reference to safekeeping, master repurchase agreements,wire transfer agreements,banking services contracts and depository agreements. Such procedures shall also include explicit delegation of authority to persons responsible for investment transactions. No person may engage in any investment transaction except as provided under the terms of this Policy and the procedures established by the Treasurer and approved by the Investment Committee. Investment decisions that involve borrowing in the amount of One Hundred Thousand Dollars ($100,000) or more must be included as a separate discussion item on the Council's agenda. Such items can no longer be included on the Council's consent calendar. (California Government Code Section 53635.7) B. Responsibilities of the Director of Finance The Director of Finance is responsible for keeping the Council fully advised as to the financial condition of the Agency. C. Responsibilities of the Board of Directors The City Council shall consider and adopt a written Investment Policy. As provided in that policy, the Council shall receive, review and accept monthly investment reports. D. Responsibilities of the Investment Committee There shall be an Investment Committee consisting of the Director of Finance, the City Manager,and Agency Treasurer and their designees. The Committee shall meet quarterly to discuss cash flow requirements, the monthly investment reports, investment strategies,investment and banking procedures and significant investment related work projects being undertaken in each department that will affect the cash flow management of the Agency Treasurer. This will require timely reports from the department heads to the Agency Treasurer concerning significant future cash flow requirements. The Committee's meetings will be summarized in minutes that are distributed to the City Council. The Investment Committee,with the approval of the Council, may retain an external investment manager on behalf of the Agency. The investment manager will be required to act in accordance with this investment policy. E. Ethics and Conflicts of Interest All Agency officers and employees involved in the investment process shall refrain from personal business activity that could conflict with the proper execution of the investment program, or that could impair their ability to make impartial investment decisions. Those employees and investment officials shall disclose to the appropriate City executive(City Manager, City Attorney,or the Director of Finance)anymaterial financial interest in financial institutions that conduct business within the City, and they shall further disclose any large personal financial/investment positions that could be related to the performance of the Agency's investments. 6. REPORTING The Agency Treasurer shall prepare a monthly investment report, including a succinct management summary that provides a clear picture of the status of the current investment portfolio and transactions made over the past month. This management summary shall be prepared in a manner that will allow the Director of Finance and the Council to ascertain whether investment activities during the reporting period have deviated from the Agency's Investment Policy. The monthly report shall include all the information required by California Government Section 53646, including the following: • A list of individual securities held at the end of the reporting month; and • Unrealized gain or loss resulting from amortization or accretion of principal versus market value changes by listing the cost and market value of securities owned by the Agency; and • A description of the current investment strategy and the assumptions upon which it is based; and • Dollar weighted yield to maturity of the Agency's investments; and • Maturity schedule by type of each of the Agency's investments; and Statement as to compliance of the Agency's Investment Policy with Government Code Section 53601 et seg.; and • Statement as to ability to meet expenditure requirements for next six (6)months; and • Market value, book value, par value and cost basis of all investments; and • Investments"under the management of contracted parties,including lending programs"(i.e. investments held by deferred compensation administrators). 7. PERFORMANCE STANDARDS The investment portfolio will be managed in accordance with the standards established within this Policy and should obtain a market rate of return throughout budgetary and economic cycles. The Investment Committee will establish and periodically review the Agency's portfolio benchmarks and performance. A benchmark will be selected that compares with the portfolio composition, structure and investment strategy at that time. 8. REVIEW OF INVESTMENT POLICY A. Policy Review This Policy shall be reviewed annually by the City Council in accordance with State law to ensure its consistency with respect to the overall objectives of safety,liquidity and yield. Proposed amendments to the Policy shall be prepared by the Treasurer and reviewed by the Investment Committee and City Attorney and then be forwarded to the Council for consideration. The Investment Committee shall annually review the nm vr�+�x,woampa�av.�ixrcvonwms,x,�s,.srtw�w rix.-.®Eonwsx.wwc.ao.. rvwo« Policy and any proposed amendments and forward to the Council for its consideration and adoption at a public meeting. B. Internal Control and Review The external auditors shall annually review the investments and general activities associated with the investment program to ensure compliance with this Policy. This review will provide internal control by assuring compliance with policies and procedures for the activities that are selected for testing. 9. ADOPTION OF POLICY This Policy was duly adopted by the City Council of the City of Azusa on October 6,2008. c:monmrzxre.m sernpapnw:nmuiurvrocvrmmuwss`wmr Aurnxv�enwnaun.unevv.orwN..wwc.00e-rmu.00c EXHIBIT A EXHIBIT A DESCRIPTION OF INVESTMENTS The Redevelopment Agency's("Agency")investments maybe placed in those securities as outlined below; the allocation between the various investment instruments may change in order to give the Agency the best combination of safety, liquidity and higher yield. Surplus funds of local agencies may only be invested in certain eligible securities. The Agency limits its investments to allowable securities under the State of California statutes(Government Code Section 53601, et. seq., Section 53356, et. seq., and Section 53595, et. seq.) and is Iurther limited to those listed below. Certificates of Deposit Certificates of deposit allow the Agency to select the exact amount and day of maturity as well as the exact depository. Certificates of deposit are issued in any amount for periods of time as short as fourteen(14)days and as long as several years. At any given time,the Agency may have certificates of deposit in numerous financial institutions in the future. The Treasurer may at his/her discretion waive security for that portion of a deposit,which is insured pursuant to federal law. Currently,the first One Hundred Thousand Dollars($100,000)of a deposit is federally insured by FSLIC or FDIC. It may be to the Agency's advantage to waive this collateral requirement for the first One Hundred Thousand Dollars($100,000)because the Agency may receive a higher interest rate. If funds are to be collateralized, the collateral will be one hundred and ten percent(110%)of the deposit in government securities or mortgages of one hundred and fiftypercent (150%). At purchase,institutions must not show an operating loss. Banks must have an equity-to- asset ratio of at least six (6%). Savings and loan associations and savings banks must have an equity-to-asset ratio of a least three percent (3%). Local Agency Investment Fund The Local Agency Investment Fund("LAIF")of the State of California offers high liquidity because deposits can be wired to the Agency checking account within twenty-four (24) hours. Interest is computed on a daily basis. This is a special fund in the State Treasury, which local agencies may use to deposit funds for investment. There is no minimum investment period and the minimum transaction is Five Thousand Dollars ($5,000) in multiples of One Thousand Dollars ($1,000) above that, with a maximum of Twenty Million Dollars($20,000,000)for any agency. It offers high liquidity because deposits can be converted to cash within twenty-four(24)hours and no interest is lost. All interest is distributed to those agencies participating on a proportionate share determined by the amounts deposited and the length of time they are deposited. Interest is paid quarterly by adding it to the principal. The State charges participants a small fee to cover reasonable costs associated with operating the investment pool, not to exceed one quarter of one percent (.25%) of the earnings. The interest rates received are fairly stable because of the pooling of the State's surplus cash with the surplus cash deposited by local governments. This creates a well-diversified multi-billion dollar money pool. U.S. Treasury Securities U.S. Treasury securities are highly liquid and considered the safest of all investments because they are backed by the full faith and credit of the United States Government. U.S.Treasury Bills are direct obligations of the United States Government. They are issued weekly with maturity dates up to six (6)months. They are issued and traded on a discount basis and the interest is figured on a three hundred and sixty(360)day basis using the actual number of days to maturity. They are issued in the minimum amount of Ten Thousand Dollars ($10,000) and in multiples of Five Thousand Dollars ($5,000) thereafter. U.S. Treasure Notes are direct obligations of the United States Government. They are issued throughout the year with maturities from two up to thirty(30)years. Notes are coupon securities paying a fixed amount every six (6)months. The Agency will not invest in notes having maturities longer then five (5) years. Federal Aeency Securities Federal Agency securities are highly liquid and considered to be virtually without credit risk. Federal Agency issues are guaranteed indirectly by the United States Government. All Agency obligations that are fixed-rate and meet the maturity restrictions of the State Code and this Policy qualify as legal investments and are acceptable as security for public.deposits. They usually provide higher yields than regular Treasury issues with all of the same advantages. Examples are: FNMA's (Federal National Mortgage Association) are used to assist the home mortgage market by purchasing mortgages insured by the Federal Housing Administration and the Farmers Home Administration,as well as those guaranteed by the Veterans Administration. FHLB's (Federal Home Loan Bank Notes and Bonds) are issued by the Federal Home Loan Bank System to help finance the housing industry. The notes and bonds provide liquidity and home mortgage credit to savings and loan associations,mutual savings banks, cooperative banks, insurance companies and mortgage-lending institutions. Other Federal Agency issues are Federal Home Loan Mortgage Corporation ("FHLMC"), Federal Farm Credit Bank ("FFCB"), Small Business Administration Notes("SBA's"),Government National Mortgage Association("GNMA's"),Tennessee Valley Authority("TVA's")and the Student Loan Marketing Association("SLMAY). Negotiable Certificate of Deposit Negotiable certificates of deposit are high-grade instruments, paying a higher interest rate than regular certificates of deposit. They are liquid because they can be traded in the secondary market. Negotiable Certificates of Deposit ("WD's") are unsecured obligations of the issuing financial institution, bank or savings and loan, bought at face value with a promise to pay face value plus accrued interest at maturity. The primary market issuance is in multiples of One Million Dollars ($1,000,000). The secondary market usually trades in denominations of Five Hundred Thousand Dollars($500,000),although smaller denominations are occasionally available. Local agencies may not invest more than thirty percent(30%)of their surplus money in negotiable certificates of deposit. NCD's will only be placed with the largest and most financially sound institutions. Commercial Paper Commercial paper allows the investment of large amounts of money on a short-term basis at rates higher than passbook savings accounts. Commercial paper is a short-term unsecured promissory note issued by a corporation to raise working capital. These negotiable instruments are purchased at a discount to par value. As an example, corporations such as American Express, International Business Machines ("IBM") and General Electric issue commercial paper. Local agencies are permitted by state law to invest in commercial paper of"prime" quality of the highest ranking or of the highest letter and numerical rating as provided by Moody's Investor's Service, Inc. or Standard and Poor's Corporation (Al/p] or al+/pl). Purchases of eligible commercial paper may not exceed one hundred and eighty(180) days maturity nor exceed 30%of the Agency's surplus funds. Medium-Term Corporate Notes An agency may invest in medium term corporate notes with a maximum maturity of five years (5) issued by a corporation organized and operating within the United States, a depository institution licensed by the United States Government or any state government and operating within the United States. California Government Code Section 53601 et seq., permits cities to invest in corporations with a rating category of "A" or better, but the Agency will limit its investments in corporate medium term notes to those issued by corporations that have been rated"AA"or its equivalent by two (2) nationally recognized ratings agencies. Passbook Savings or Money Market Account Passbook savings account allows us to transfer money from checking to savings and earn interest on smaller amounts of money,which are not available for a longer-term investment. <woaa�s..vosmpaayns.irsmvrc Doty,mrm�vme.,axr.wc�vw�srr�+,.m,cr..mm�e�evrwan.m,.�xwooc The passbook savings account is similar to a CD except not for a fixed term. The interest rate is much lower than CD's but the savings account provides daily liquidity and funds can be deposited and withdrawn according to our daily needs. Mutual Funds Mutual Funds allow the Agency to maintain liquidity and receive money market rates. Mutual Funds are referred to in the Government Code,Section 53601(1),as"shares of beneficial interests issued by diversified management companies". The Mutual Fund must be restricted by its prospectus to be a "Money Market" mutual fund and be limited to the same approved investments as LAIF. These investments include U.S. Treasury and Agency issues, Bankers Acceptances, Commercial Paper, Repurchase Agreements,Certificates of Deposit,and Negotiable Certificates of Deposit. The quality rating and percentage restrictions in each investment category applicable to LAIF also apply to any Mutual Fund. One of the stated objectives of the Mutual Fund must be to attempt to maintain a One Dollar($1.00) Net Asset Value(NAV). A further restriction is that the purchase price of shares of any mutual fund shall not include any sales commission. Investments in mutual funds shall not exceed fifteen percent (15%) of the Agency's surplus money. Repurchase Agreements Repurchase Agreements are purchases of securities by the Agency under an agreement with a term of one(1)year or less whereby the seller will"repurchase"the same securities on or before a specified date or on demand of either party and for a specified amount. The underlying securities must be delivered to the Agency's custodial account by book entry, physical delivery or a third-party custodial agreement. <:mivrvme,woemipcp.wsusmiwrc« ��m+v`a+aExrwucruxv�srnc wuc.ivmmwnarvr�+cr.rae-m+u.00c tow J pF'�l U �r c�tiFoac"P' AGENCY CONSENT ITEM TO: HONORABLE CHAIRPERSON AND AGENCY MEMBERS FROM: MARCENE HAMILTON, REDEVELOPMENT AGENCY TcREEAAjSURER DATE: OCTOBER 6, 2008 SUBJECT: REDEVELOPMENT AGENCY OF THE CITY OF AZUSA TREASURER'S STATEMENT OF CASH BALANCES FOR THE MONTH OF AUGUST 2008 RECOMMENDATION It is recommended that the Agency Members receive and file the Agency Treasurer's Statement of Cash Balances for the Redevelopment Agency of the City of Azusa for the month of August 2008. BACKGROUND Transmitted herewith is the Agency Treasurer's Statement of Cash Balances for the Redevelopment Agency of the City of Azusa ("Agency") for the month of August 2008. Agency investments are made in accordance with the Redevelopment Agency Investment Policy approved and adopted with Resolution No. 07-R18 dated June 18, 2007, and Government Code Section 53601. Investment activity is summarized in the "Treasury Book Balances-Cash and Investments"schedule, attached herewith and an integral part of this report. In August,Agency cash and investment balances decreased by$1,624,971.93. Cash received during the month totaled $199,187.03, and total disbursements of$1,824,158.96 were made. The Agency is the issuer of several Merged Project Tax Allocation Bonds. Of the total cash and investments of$10,520,480.52,Wells Fargo Bank,the fiscal agent,held$3,106,976.74 on behalf of the Agency. These funds are restricted for payment of debt service on the bonds and special bond- funded projects. The remaining $7,413,503.78 was available for Agency operating, debt service, restricted expenses, and outstanding liabilities. FISCAL IMPACT The balance of cash and investments and projected revenues for the next six months is expected to be sufficient to meet cash disbursement requirements for at least the next six months. Prepared by Roseanna J.Jam,Sr.Acct-Redevelopment MH:RJJ/cs i CITY OF AZUSA REDEVELOPMENT AGENCY AGENCY TREASURER'S STATEMENT OF CASH AND INVESTMENT COST BALANCES AUGUST 2008 Beginning Cash Balance $12,145,452.45 (All Restricted and Unrestricted Accounts & Investments) Receipts (All Sources) 199,187.03 Disbursements (1,824,158.96) Ending Cash Balance $10,520,480.52 (All Restricted and Unrestricted Accounts & Investments) Marcene Hamilton, Agency Treasurer CITY OF AZUSA REDEVELOPMENT AGENCY TREASURY BOOK BALANCES-CASH AND INVESTMENTS AUGUST 2008 Maximum Deposits Cost Interest Mkt Bank Accounts Allowed Amount Pled ed Securities —Maturity Rate Value' CASH AND INVESTMENTS HELD BY AGENCY TREASURER Wells Fargo Bank Govemment Checking No limit $463,071,00 FDIC up to$100.000.00 Ongoing 0000% $463,071.00 _ >$100.000 collatenzed by 110%in goi secunties Local Agency Investment Fund ILAIF) $20,000,000.00 6,950,432.78 Backed by pith 8 credit of Ne State of California Ongoing 2779% 6,950,08E78 SUBTOTAL CASH AND INVESTMENTS HELD BY AGENCY TREASURER: $7,413,503.78 $7,413,157.78 Interest Collections: $000 CASH AND INVESTMENTS HELD BY FISCAL AGENT 2003 Marded Protect Tax Allocation Bonds 2003A Special Fund AIM Gott Portfolio NO Hunt 25,969,44 Investments in direct obligations of Ne U.S.Treasury Ongoing 1.910% 25,969.4 2003A Interest Account AIM Gott Portfolio No limit 69,32 Investments in direct obligations of the U.S.Treasury Ongoing 1.40% 69,32 2003A Principal Account AIM GOV1 Portfolio No limit 161.24 Investments in direct obligations of the U.S.Treasury Ongoing 1.860% 161.24 AIG Matched Funding Corporation No limit 1,085,192.59 Goarameed Investment Agreement 07!2923 4.780% 1,085,192.59 2003 Merged Project Tax Allocation Bonds Subtotal: $1,111,392.59 $1,111,392.58 Interest Collections: $263,90 9005 Merged Protect To.Allocallon Bonds 2005 Special Fund Wells Fargo Advantage Gott Mmkt No limit $0.00 WA Ongoing 0.000% $0.00 2005 Interest Account Wells Fargo Advantage GOJt Muni No limit 0,00 N/A Ongoing 0,000% 0.00 2005 Redevelopment Fund AIM Gov't Portfolio No limit 9.451nvestments In direct obligations of Ore U.S.Treasury Ongoing 20911% 945 AIM Institutional Pnme-Cash MgmVMMk No limit 798,01&08 WA Ongoing 2,090% 798,018.06 2005 Reserve Account Wells Fargo Advantage Goal MmM No limit 869,117.35 N/A Ongoing 1.840% 869,117.35 2005 Merged Project Tax Allocation Bonds Subtotal: $1,687,144.86 - $1,667,144.86 Interest Collections: $2,531.24 2007A Merged Project Tax Allocation Bonds 2007A Bond Fund Wens Fargo Advantage 100%Treasury Mmkt No limit $0.0 WA Ongoing 0000% $0.00 2007A Interest Account CITY OF AZUSA REDEVELOPMENT AGENCY TREASURY BOOK BALANCES-CASH AND INVESTMENTS AUGUST 2008 Maximum Deposits Cost Interest Mkt Bank Accounts Allowed Amount Pledged Securities Maturity Rate Value' Wells Fargo Advantage 100%Treasury Mmki No limit $11570 NIA Ongoing 1.730% $115,70 2007A Principal Account Wells Fargo Advantage 100%Treasury Mmkt No limit $83.27 N/A Ongoing 1.200% $83.27 2007A Redevelopment Fund Wells Fargo Advantage 100%Treasury Mmkt No limit $2,790.10 N/A Ongoing 1.330% $2.790.10 2007A Cost of Issuance Account Wells Fargo Advantage 100%Treasury Mri No limit 0.00 NIA Ongoing 0.000% 0.00 2007A Merged Project Tax Allocaton Bonds Subtotal: $2,981 $2,989.07 Interest collections: $201,89 20078 Merged Protect Tax Allocation Bonds 2007B Bond Fund Wells Fargo Advantage 100%Treasury Mmkt No.limit $358.37 NIA Ongoing 1400% $35837 2007B Interest Account Wells Fargo Advantage 100%Treasury Mmkt No limit $29.76 N/A Ongoing 0.000% $29.78 2007B Principal Account Wells Fargo Advantage 100%Treasury Mmkt No limit $19.59 NIA Ongoing 0.000% $19.59 20075 Reserve Fund Wells Fargo Advantage 100%TreasuryA l No limit 325,042.50 N/A Ongoing 1.310% 325,042.50 20078 Merged Project Tax Allocation Bands Sublotel: $325.450.22 $325,450.22 Interest Collectors: $407.72 SUBTOTAL CASH AND INVESTMENTS HELD BY FISCAL AGENT: $3,106,976.74 $3,106,976.74 Total-Azusa Redevelopment Agency Cash and Investments: $10,526,460.52 - - $10,520,1$4.52 Total Interest collectors: $3,404.75 Source of Market Value Information: Wells Fargo Corporate Trust,Trustee Loral Agency Investment Fund(I-AIF) Wells Fargo Institutional Semi Tax Allocation Bond Data is baled on Trustee-generated Statements:bond funds listed herein are restricted for payment of debt service and governed by strict regulations described in the Trust Indentures. `Market Value is the current press at which a security can be traded or f r WARRANT REGISTER NO.26 FISCAL YEAR 2007-08 WARRANTS DATED 08/01/08 THROUGH 08/15/08 41: J FOR REDEVELOPMENT AGENCY MEETING OF 10-06-08 ow 1 RESOLUTION NO. A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA ALLOWING CERTAIN CLAIMS AND DEMANDS TO BE PAID OUT.OF REDEVELOPMENT AGENCY FUNDS THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA DOES RESOLVE AS FOLLOWS: SECTION 1. That the following claims and demands have been audited as required bylaw and that the same are hereby allowed in the amounts and ordered paid out of the Redevelopment Agency Funds as hereinafter set forth: 80-110-REDEVELOPMENT ADMINISTRATION FUND 16,845.67 80-125-CBD CAPITAL PROJECTS FUND 130 538.32 80-135-WED CAPITAL PROJECTS FUND 428.84 80-185-RANCH CAPITAL PROJECTS FUND 80-165-618-2005 TAX ALLOCATION BONDS FUND 81-155-TAX INCREMENT SET-ASIDE FUND 82-125-CBD DEBT SERVICE FUND 82-135-WED DEBT SERVICE FUND 82-185-RANCH CENTER DEBT SERVICE FUND TOTAL ALL FUNDS: 147,81 83 SECTION 2. That the Secretary shall certify to the adoption of this resolution and shall deliver a certified copy thereof to the Agency Treasurer and shall retain a certified copy thereof in his own records. ADOPTED AND APPROVED THIS DAY OF 2008. Chairman I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Redevelopment Agency of the City of Azusa at a regular meeting thereof,held on the_day of 2008. AYES: AGENCY MEMBERS: NOES: AGENCY MEMBERS: ABSTAIN: AGENCY MEMBERS: ABSENT: AGENCY MEMBERS: Secretary City of Azusa HP 9000 10/01/08 O P E N H O L D D B LISTING ByPeEntity Narre Page 1 M), OCT 01, 2008, 11:46 AM ---req: SSE-------leg: GL JL---loc: BI-'I➢,I-I---job: 616746 W3103---pgn: 014400 <1.34> rpt id: CHFL'IIRR02 SECEX T FUND CbJes: 80-82 ; Cdr Fcstirrg Dates: 070107-063008 Check Issue Dates: 080108-081508 PE ID PE Nare AD= NMER / JCB NCP'BER Timice Umber DE=ptirn St Disc. Aitt. Dist. Ant.. V95948 AGFA, CTIY OF 8000000000-3042 072908 JUiEO8 FUND AAI/ FD 0.00 29.87 PETE) 3DalUTMaid: 0.00 d: 29.87 Total: 29.87 V05804 REST BEST & KRIE 8010125000-6301/505700-6301 579479 6/08 L9,AZ (71 FD 0.00 162.40 V05804 BEST REST & ERIE 8010125000-6301/505825-6301 579479 6/08 LGLrAZ CCSN PD 0.00 142.10 V05804 REST BEST & KUE 8010110000-6301 579479 6/08 LG AZ CT rn PD 0.00 324.80 V05804 EEST EEST & = 8010135000-6301/503301-6301 579472 6/08 LGL-PRC CCB PD 0.00 428.84 V05804 REST EEET & = 8010125000-6301/502801-6301 579475 6/08 La PLAN AM PD 0.00 1,806.70 V05804 QST �T & KRIS 8010125000-6301/505900-6301 579479 6/08 LGL-AZ OLIN FD 0.00 11,681.78 PEIDd0.00 d:: 14,546.62 'Intal: 14,546.62 V10497 ENB ENJ73� 8010125000-7110/505700-7110 11167 ELK 36 OFFSITE U FD 0.00 25,252.05 V10497 EM IlNUMOZIN3 8010125000-7110/505700-7110 11152 ELK 36 OMU Ffl 0.00 50,925.00 V10497 ENB EN13II EERIM 8010125000-2745 11152 Cl rtracts P I Cb FD 0.00 -5,092.50 V10497 AVB FSUIl�TN3 ' 8010125000-7110/505700-7110 11163 ELK 36 OFFS U FD 0.00 53,540.00 V10497 EM EI�IIVEEPJM 8010125000 E% -2745 11163 Oa tracts Fbl 'Co FD 0.00 -5,354.00 V10497 FNB ENGD 8010125000-2745 11167 Ctaitracts PblCn FD 0.00 -2,525.21 PEID L� : 0.00 Paid: 116,745.34 Total: 116,745.34 V00339 SAN GPRTt:f VALL 8010110000-6625 1H1375125053108 1HT375125/K4852/ FD 0.00 2,541.00 MID d: 0.00 2,541.00 Total: 2,541.00 V02371 SPRINT 8010110000-6915 864888819007 864888819007/CEL FD 0.00 12.50 V02371 SFRINT 8010110000-6915 864888819006 864888819006/CEL PD 0.00 12.50 PEID UlrD id: 0.00 Paid: 25.00 Tbtal: 25.00 V10009 TIERRA ➢QST AWI 8010110000-6345 100606 6/08 MISC PRJ NG PD 0.00 13,925.00 u City of Azusa HP 9000 10/01/08 O P E N H O L D D B LISTING By Fe-- /Ehtity Nave 2 CCl 01, 2008, 11:46 AM ---req: ROSE, -------leg: GL JL,--loc: BI-TEal---jcb: 616746 W3103---pgn: CH400 <1.34> rpt id: CR02 SE[EX`i' FU\D C-des: 80-82 ; GL P=sting hates: 070107-063008 CYieck Issue Dates: 080108-081508 PE ID PE Nene A ODD NUMBER / JM N vEER Invoice NaTber D=scaption St Disc. Ant. Dist. Ant. PEID LVd: 0.00 Paid: 13,925.00 Total: 13,925.00 GRAND TOTAL ihnxlid: 0.00 Paid: 147,812.83 Total: 147,812.83 WARRANT REGISTER NO.03 FISCAL YEAR 2008-09 WARRANTS DATED 08/01/08 THROUGH 08/15/08 FOR REDEVELOPMENT AGENCY MEETING OF 10-06-08 RESOLUTION NO. - A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA ALLOWING CERTAIN CLAIMS AND DEMANDS TO BE PAID OUT OF REDEVELOPMENT AGENCY FUNDS THE REDEVELOPMENT AGENCY. OF THE CITY OF AZUSA DOES RESOLVE AS FOLLOWS: SECTION 1. That the following claims and demands have been audited as required bylaw and that the same are hereby allowed in the amounts and ordered paid out of the Redevelopment Agency Funds as hereinafter set forth: 80-110-REDEVELOPMENT ADMINISTRATION FUND $ 4,947.19 80-125-CBD CAPITAL PROJECTS FUND 5,168,906.96 80-135-WED CAPITAL PROJECTS FUND 80-185-RANCH CAPITAL PROJECTS FUND 80-165-618-2005 TAX ALLOCATION BONDS FUND 81-155-TAX INCREMENT SET-ASIDE FUND 128,000.00 82-125-CBD DEBT SERVICE FUND 82-135-WED DEBT SERVICE FUND 82-185-RANCH CENTER DEBT SERVICE FUND TOTAL ALL FUNDS: $5,301.854.15 SECTION 2. That the Secretary shall certify to the adoption of this resolution and shall deliver a certified copy thereof to the Agency Treasurer and shall retain a certified copy thereof in his own records. ADOPTED AND APPROVED THIS DAY OF 2008. Chairman I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Redevelopment Agency of the City of Azusa at a regular meeting thereof, held on the day of 2008. AYES: AGENCY MEMBERS: NOES: AGENCY MEMBERS: ABSTAIN: AGENCY MEMBERS: ABSENT: AGENCY MEMBERS: Secretary 00 City of Azusa 20089011:47 plvl _10/01/088 0 E N H 0 L D D B LISTING By Fels Fhtity Nane Pp�� 1 I leg: Gds JL---loc: BI-=---job: 616747 #J3104---P3n: CH400 <1.34> rpt id: CHFLTR02 SEAT FUND Owes: 80-82 ; GL FLftirg Dates: 070108-063009 Clmck Issue Dates: 080108-081508 PE ID PE Na[re AOJ= NUvE3FR / JCB NUvEEP Invoice Mxriar Da -i St Disc. Pnt. Dist. Plrt. V01305 PZLEA CITY FFD C 8000000000-3035 2610/0801017 ER417/08 FD 0.00 237.50 PEID Umdd: 0.00 Pai : 237.50 Tbtal: 237.50 V10604 AZ[FA [FlP]DLF3 WN 8000000000-3020 2618/0801017 FR#17/08 PD 0.00 30.00 PEID Ihu V: 0.00 Paid: 30.00 Ibta1 : 30.00 V06783 =Si= 8000000000-3010 2310/0801017 17/08 FD 0.00 507.41 V06783 =STRFHT 8000000000-3010 1310/0801017 17/08 AD 0.00 206-.57 V06783 CTTISIREEI 8000000000-3010 2315/0801017 17/08 FD 0.00 120.63 PEID Lh�.id: 0.00 Paid: 834.61 Tbtal: 834.61 V11261 C2442!^ESLTH LPN 8110155000-2901 2696-rB Deferred Revenue ED 0.00 -120,000.00 V11261 Q3vUMALTH IAN 8110155000-1810 2696-I-P Yiscellareous FD 0.00 120,000.00 V11261 024vEUEALOH LAN 8110155000-7099/505310-7099 2696-IvS NiscellatLous FD 0.00 120,000.00 PEIDd: 0.00 Paid: 120,000.00 Tbtal: 120,000.00 V00348 CCN= HEALTH I 8000000000-3054 2435/0801017 FR##17/08 PD 0.00 28.88 PEIDd:' 0.00 Paid: 28.88 Total: 28.88 V09257 HARRIS QaZ'1ZT 8110155000-6650/505300-6650 2060 FMAL/2355 VaW FD 0.00 8,000.00 MID U]Mdd: 0.00 PPaaii : 8,000.00 Tbtal: 8,000.00 V10903 KV EUJEPtIDT RE 8010125000-6625/505700-6625 PS158371 (15) BLLEMINIS FD 0.00 40.21 City of Azusa HP 9000 10/01/08 O P E N H 0 L D D B LISTING By /Entity Nare Page 2 VM, OCT 01, 2008, 11:47 AM ---�: 1305E-------leg: GL JL---lcr-: BI-IFII-I---jcb: 616747 #J3104---pgn� C14400 <1.34> rpt id: CH=02 SE= FU\1D C--des: 80-82 ; GL FCsting Utas: 070108-063009 Check Issue Kites: 080108-081508 PE ID PE NaTe ACC7W N 41 R / JCB NCNRER Irwoice Nuder DY- c ption St Disc. ATt. Dist. Ant. PEID 0.00 Paid: 40.21 Total: 40.21 V10011 IPNWERICTI -= 8010125000-7105/505900-7105 aB3117-ETCssh/ gen FD 0.00 6,260.00 V10011 L�`4ERIC4 SOUL 8010125000-7105/505900-7105 =3117-EF Escxan,Prn FD 0.00 5210,000.00 V10011 LAT`IDNvERSCA SJCTP 8010125000-7105/505900-7105 SM3117-EI LardsitPD 0.00 50,000.00 V10011 IANaNvMCA SO1JI 8010125000-1198 RD3117-EI CashEsccowu Agen FD 0.00 -100,000.00 PEID IIIc d: 0.00 Paid: 5166,260.00 Total: 5166,260.00 V03126 L=LN =CML 8000000000-3010 2325/0801017 17/08 PD 0.00 425.00 V03126 LIN= =GSPL 8000000000-3010 - 1320O801017 17O8 FD 0.00 7 .75 V03126 N NATLCMI, 8000000000-3010 2320/0801017 P17/08 FD 0.00 75 LSN031 .65 PEID idu id: 0.00 Paid: 579.40 Total: 579.40 V04706 LCS AN;ELFS = 8010125000-6625/505825-6625 080508 NOD FU=/TARM FD 0.00 2,606.75 PEID ttn a;d: 0.00 Paid: 2,606.75 Total: 2,606.75 V00540 OFFICE = INC 8010110000-6530 435630873001 498162 A= VER FD 0.00 5.81 V00540 OFFICE LEEC7I' ME 8010110000-6530 435630873001 961679 HP IIBWE PD 0.00 57.47 V00540 OFFICE E= INC 8010110000-6530 435630873001 319-275 HP C972O FD 0.00 133.42 V00540 OFFICE = INC 8010110000-6530 435630873001 319-055 HP CYAN FD 0.00 180.51 V00540 OFFICE DEEC77I' INC 8010110000-6530 435630873001 319-099 HP WIN FD 0.00 180.51 V0O540 OFFICE LEMT IIVC 8010110000-6530 435630873001 319-209 HP YELLO PD 0.00 180.51 PEID d: 0.00 d: 738.23 Total: 738.23 V06713 CGDEN EENEFT S A 8000000000-2724 1226/0801017p�#17/08 PD 0.00 0.79 � V06713 0 EEN EENFS A 8000000000-2724 1225/0801017 B17/08 FD 0.00 4.19 PEID Uj�aid: 0.00 City of Azusa HP 9000 10/01/08 O P E N HOLD D B L I S T I N G ty By P�Fhti Nare Page 3 WED, CST O1, 2008, 11:47 PM ---req: �-------leg: C3, JL---lcc: BI-'IFZH---job: 616747 #J3104---P3n: 00 <1.34> rpt id: Ci-IF'LTR02 SECFlri' FLM CLxes: 80-82 ; GL Posting Dates: 070108-063009 Check Issue Dates: 080108-081508 PE ID PE Na[re ALMEr NYNEFR / JCB NU40Z Invoice Nadas D;s=pticn St Disc. Art. Dist. Pmt, Paid: 4.98 Total: 4.98 V04138 RELIA= LIFE 18000000000-3054 2410/0801017x�$$17/08 PD 0.00 2:81 V04138 RELIASIM LIFE I 8000000000-3053 2215/0801017 PR#17/08 PD 0.00 3.75 PEID altd: 0.00 Paid: 6.56 Total: 6.56 V08056 SIAN= INSURAN 8000000000-3044 1255/0801017 PR#17/08 PD 0.00 204.99 FEID U%id: 0.00 Paid: 204.99 Total: 204.99 V10053 SI7MIAM RZURAN 8000000000-2725 1221/0801017 PR##17/08 PD 0.00 87.08 PEID Lh-paid: 0.00 Paid: 87.08 Total: 87.08 V08056. SIPZ` AM IIISURPN 8000000000-2725 1220/0801017 FR##17/08 PD 0.00 72.83 FEID LUI-pxaid: 0.00 Paid: 72.83 Total: 72.83 V06107 U.S. R4 K OaRP P 8010110000-6220 0890072208 CA RFI&U/S. EEISA PD 0.00 495.00 PEIDTYpaid: 0.00 Paid: 495.00 Total: 495.00 V10166 LNICN BANK OF CA 8000000000-2727 1130/0801017x�$$17/08 PD 0.00 443.15 V10166 TNICN BANK CF CA 8000000000-3073 2130/0801017 Pg17/08 PD 0.00 915.24 PEID UTrd: 0.00 Paid: 1,358.39 Total: 1,358.39 V00876 WUiD I MJITPI 8000000000-3010 2335/0801017 PR#17/08 PD 0.00 184.74 City of Azusa HP 9000 10/01/08 O P E N H 0 L D D B LISTING By Entity Narre P� 4 WED, OCT 01, 2008, 11:47 AM ---req: ROSE-------leg: GL JL---loc: BI-'ID�i---jcb: 616747 ##J3104---pgn: C14400 <1.34> zpt id; CHEZ 02 SELECT FUND Cortes: 80-82 ; GL Rzstirg Dates: 070108-063009 Check Issue Dates: 080108-081508 PE ID PE Nacre ACCC<NT N[N]EER / JCB NUvEER Invoice Nurcber Des=pticn St Disc. krt. Dist. Ant. V00876 Mcl-M= nJKA 8000000000-3010 .1330/0801017p 17/08 PD 0.00 9.00 V00876 ➢TASHn= M= 8000000000-3010 2330/0801017 B17/08 FD 0.00 75.00 PEIDd: 0.00 Paid: 268.74 'Ibtal: 268.74 GRAND TOTALd: 0.00 d: 5301,854.15 Tbtal: 5301,854.15 00 - - �a gou®r < CITY OF AZUSA MINUTES OF THE AZUSA PUBLIC FINANCING AUTHORITY MONDAY,AUGUST 4,2008-10:42 P.M. The Boardmembers of the Azusa Public Financing Authority of the City of Azusa met In regular session at the above date and time in the Azusa Auditorium located at 213 East Foothill Boulevard,Azusa. Chairman Rocha called the meeting to order. Call to Order ROLL CALL - Roll Call PRESENT: BOARDMEMBERS: GONZALES,CARRILLO,MACIAS,HANKS,ROCHA ABSENT: BOARDMEMBERS: NONE ALSO PRESENT: Also Present General Counsel Carvalho, Executive Director Delach, City Department Heads, Secretary Mendoza,Deputy City Clerk Toscano. The CONSENT CALENDAR consisting of item E-land E-2 was approved by motion of Director Consent Cal Carrillo,seconded by Director Gonzales and unanimously carried. approved I. Minutes of the regular meeting of May 5, and the meeting of June 16, 2008, were Min approved as written. - 2. The Authority Treasurer's Report as of June 30,2008 was received and Bled. Treas Rpt It was consensus of the Board Members to adjourn. Adjourn TIME ADJOURNMENT: 10.43 P.M. SECRETARY NEM RESOLUTION NO.08-P3. Y�� r d4Fq glow �trrpoz"R' " CONSENT ITEM TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: MARCENE HAMILTON, CITY TREASURER DATE: OCTOBER 6, 2008 SUBJECT: INVESTMENT POLICY FOR THE AZUSA PUBLIC FINANCING AUTHORITY RECOMMENDATION The City Treasurer recommends that the City Council approve the attached resolution re-adopting the Investment Policy for the Azusa Public Financing Authority. FISCAL IMPACT None BACKGROUND California Government Code Section 53646(a)(2) requires the Public Financing Authority to adopt an Investment Policy every year. The Authority is also charged with changing the policy as necessary. The policy must be adopted or changed at a public meeting of the Council. The Council Members last adopted the Investment Policy on June 18, 2007. DISCUSSION In addition to the annual review of the Pubic Financing Authority's Investment Policy, Government Code Section 53607 requires the Authority to reconfirm annually the delegation of investment authority to the City Treasurer. The Treasurer and the City Council are "fiduciaries" subject to the prudent investor standard. The Investment Policy is the outline from which the Treasurer operates to ensure that investments are safe, liquid and achieving returns. RESOLUTION NO RESOLUTION OF THE BOARD OF DIRECTORS OF THE AZUSA PUBLIC FINANCING AUTHORITY OF THE CITY OF AZUSA ADOPTING THE INVESTMENT POLICY WHEREAS, the Public Financing Authority of the City of Azusa receives taxes and other _ revenues from a variety of sources and uses the funds to pay its bills on a regular basis; and WHEREAS, the APFA Treasurer is charged with the duties of handling and maintaining the cash that is taken in or otherwise received by the Authority; and WHEREAS, the balance of these funds fluctuates between $3,000,000'and $20,000,000 or more; and WHEREAS, per Government Code Sections 53607 and 53600.5 the APFA Treasurer is charged with investing idle public funds on the basis of protecting the safety of the funds, ensuring the liquidity of the investments, and maximizing earnings in that order of importance and based on the "Prudent Investor Standards"; and WHEREAS, the State of California requires each City entity annually to adopt an investment policy per Government Code Section 53646; and WHEREAS, the Board of Directors, with the aid of its staff has reviewed the Statement of Investment Policy and wishes to approve the same; NOW THEREFORE BE IT RESOLVED that the Board of Directors of the Azusa Public Financing Authority of the City of Azusa does hereby adopt its Investment Policy attached hereto marked Exhibit A and instructs the Authority Treasurer to be guided by it in carrying out the duties of his office for the benefit of the Azusa Public Financing Authority. ADOPTED AND APPROVED this day of October 2008. JOSEPH R. ROCHA, CHAIRMAN I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Board of Directors of the Azusa Public Financing Authority at a regular meeting thereof on the day of October 2008 by the following vote of Directors: AYES: BOARD OF DIRECTORS: NOES: BOARD OF DIRECTORS: ABSTAIN: BOARD OF DIRECTORS: ABSENT: BOARD OF DIRECTORS: VERA MENDOZA, SECRETARY Azusa Public Financing Authority (APFA) INVESTMENT POLICY 1. POLICY STATEMENT All funds of the APFA shall be invested in accordance with principles of sound treasury management and in accordance with the provisions of California Government Code Section 53600, et seq., and guidelines established by the California Municipal Treasurer's Association,the California Society of Municipal Finance Officers,and this Investment Policy ("Policy"). These funds are defined and detailed in the City's Comprehensive Annual Financial Report("CA-FR")and include any new funds created unless specifically excluded by the City Council. Specifically excluded funds are: Funds deposited with the State Public Employees' Retirement System; and Bond proceeds that are subject to covenants and restrictions as defined in the Bond's indenture are administered under the direct control of the Bond Trustee. 2. INVESTMENT POLICY OBJECTIVES A. Overall Risk Profile Pursuant to California Government Code Section 53600.5 the three(3)objectives of the APFA's Policy are, in order of priority: 1. Safeguard the principal of the funds; 2. Meet the liquidity needs of the City; and 3. Achieve a return on the funds. To achieve these objectives,the APFA shall consider the following when making an investment: 1. Safeeuard the Principal of the Funds The APFA shall mitigate the risk to the principal of invested funds by limiting credit and interest rate risks. Credit risk is the risk of loss due to the failure of the security issuer or backer. Interest rate risk is the risk that the market value of the APFA's portfolio will fall due to an increase in general interest rates. a) Credit risk will be mitigated by: (i) Limiting investments to the safest types of securities; (ii) By pre-qualifying the financial institutions with which it will do business;and (iii) By diversifying the investment portfolio so that the potential failure of any one issue or backer will not place an undue financial burden on the APFA. b) Interest rate risk will be mitigated by: (i) Structuring the APFA's portfolio so that securities mature to meet the APFA's cash requirements for ongoing obligations, thereby avoiding the possible need to sell securities on the open market at a loss prior to their maturity to meet those requirements; and (ii) Investing primarily in shorter-term securities. 2. Meet the Liquidity Needs of the City the APFA's investment portfolio shall be structured in a manner that ensures securities mature at the same time as cash is needed to meet anticipated demands (Static Liquidity). Additionally, since all possible cash demands cannot be anticipated, the portfolio should consist of securities with active secondary markets (Dynamic Liquidity). The maximum percentage of different investment instruments and maturities is detailed within this Policy. 3. Achieve a Return on the Funds Yield on the APFA's investment portfolio is of secondary importance compared to the safety and liquidity objectives described above. Investments are limited to relatively low risk securities in anticipation of earning a fair return relative to the risk being assumed. While it may occasionally be necessary or strategically prudent for the APFA to sell a security prior to maturity to either meet unanticipated cash needs or to restructure the portfolio, this Policy specifically prohibits trading securities for the sole purpose of speculating on the future direction of interest rates. CMICWP'i8YN 5CIIINOML4SVI�.IWYWNMM13JNtl6iME'�PoIICY➢VERA@RPoIICS-AII4ANBIlCiM.WCMO�VfNORT'.NL[.MALLIX B. Basic Investment Strateev The APFA's investment portfolio shall be structured to provide sufficient funds from investments to meet the APFA's monthly anticipated cash needs. Subject to the objectives stated above,the choice in investment instruments and maturities shall be based upon an analysis of future anticipated cash needs, existing and anticipated revenues,interest rate trends and specific market opportunities. No investment may have a maturity of more than five (5) years from its date of purchase without receiving prior Board approval. After approval by the Board, reserve funds associated with bond issues may have a maturity of more than five(5)years,up to the earliest date the bonds may be redeemed or mature. 3. INVESTMENTS This section of the Policy identifies the types of investments in which the APFA will invest its idle or surplus funds. A. Standard of Prudence The APFA operates its investment portfolio under the Prudent Investor Standard (California Government Code Section 53600.3) which states, in essence, "when investing,reinvesting,purchasing,acquiring,exchanging,selling ormanaging public funds, a trustee shall act with care, skill, prudence and diligence under the circumstances then prevailing, including, but not limited to, the general economic conditions and the anticipated need of the APFA, that a prudent person in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like aims,to safeguard the principal and maintain the liquidity needs of the APFA." This standard shall be applied in the context of managing the overall portfolio. Investment officers,acting in accordance with written procedures and this investment policy and exercising the above standard of diligence shall be relieved of personal responsibility for an individual security's credit risk or market price changes, provided deviations from expectations are reported in a timely fashion and appropriate action is taken to control adverse developments. B. Elieible Securities The APFA is provided a broad spectrum of eligible investments under California Government Code Section 53600, et seq. The APFA many choose to restrict its permitted investments to a smaller list of securities that more closely fits the APFA's cash flow needs and requirements for liquidity. If a type of investment is added to California Government Code 53600 et seq., the new investment option will not be added to the APFA's Authorized Investment List until this Policy is amended and approved by the Board. If a type of investment permitted by the APFA should be removed from California Government Code 53600 et seq., the investment will be deemed concurrently removed from the APFA's Authorized Investment List. The APFA's Authorized Investment List • Insured Certificates of Deposit("CD's")of California banks and/or savings and loan associations, and/or savings banks which mature in five (5) years or less, provided that the APFA's investments shall not exceed One Hundred Thousand Dollars ($100,000) per institution. If the investment exceeds the insured One Hundred Thousand($100,000),the funds are to be collateralized at one hundred and ten percent (110%) of the deposit in government securities or one hundred and fifty percent (150%) in mortgages. • Local Agency Investment Fund ("LAIF") Demand Deposits. • Securities of the U.S. Government, and securities of which the principal and interest is guaranteed by the full faith and credit of the U. S. Government. • Securities issued by agencies and instrumentalities of the U. S. Government or issued by a government-sponsored enterprise. • Commercial Paper(limited to 30%of the portfolio)rated AI/P1 or the equivalent by two nationally recognized rating agencies with maturities not to exceed one. hundred and eighty-one (18 1) days. • Medium-Term Corporate Notes (limited to 20% of the portfolio) that are rated "AA" or better by two nationally recognized rating agencies. • Passbook Savings or Money Market Demand Deposits,subject to the restrictions and limitations set forth in California Government Code Section 53638. • Repurchase Agreements (limited to 30% of the portfolio)with approved banks and broker-dealers who have completed and signed a Master Repurchase Agreement with the Agency. • Money Market Mutual Funds (with a stated obj ective of maintaining a$1.00 net asset value) that has been rated AAAm by Moody's or any two (2) nationally recognized rating agencies. Please see Exhibit A for a more detailed description of the authorized investments listed above. A thorough investigation of any pool or fund is required prior to investing and on a continual basis. The investigation will, at a minimum, obtain the following information: • A description of eligible investment securities, and a written statement of investment policies and objectives; and • A description of interest calculations and how it is distributed,and how gains and losses are distributed; and • A description of how securities are safeguarded (including the settlement process) and how often the securities are marked to market and how often an audit is conducted; and • A description of who may invest in the program, how often, what size deposits and withdrawals are permitted; and • A schedule for receiving statements and portfolio listings; and • A determination as to whether the pool/fund maintain a reserve or retain earnings or is all income after expenses distributed to participants; and • A fee schedule which also discloses when and how fees are assessed; and • A determination as to whether the pool or fund eligible for bond proceeds and/or will accept such proceeds. The purpose of this investigation is to determine the suitability of a pool or fund and evaluate the risk of placing funds with that pool or fund. One of the purposes of this Policy is to define what investments are permitted. If a type of security is not specifically authorized by this Policy, it is not a permitted investment. C. Qualification of Brokers, Dealers and Financial Institutions The Authority Treasurer or designees will establish and maintain a list of the financial institutions and broker/dealers authorized to provide investment and depository services to the APFA, will perform an annual review of the financial condition and registrations of the qualified bidders, and require annual audited financial statements to be on file for each approved company. The APFA shall annually send a copy of their current Policy to all financial institutions and broker/dealers approved to do business with the APFA. Receipt of the Policy and Enabling Resolution, including confirmation that it has been received and reviewed by the person(s) handling the APFA's account, shall be acknowledged in writing within thirty(30) days. All broker-dealers and financial institutions that desire to become qualified bidders for investment transactions must submit a"Broker-Dealer Application"and related CYMiMENR.W DhTW WV3Y9I.U�W1'WnMININ.WF5lA6'i AllCWxvE4RIL^rtfO1lCY.ATISIRID1YiW.WCM11rt11OPrtY.NN.iIN.LLDS documents relative to eligibility. This includes a current audited financial statement, proof of state registration,proof of NASD registration and a certification they have received and reviewed the APFA's Policy and agree to comply with the provisions outlined in the Investment Policy. The Authority Treasurer or designees may establish any additional criteria they deem appropriate to evaluate and approve any financial services provider. The selection process for broker-dealers shall be open to both"primary dealers"and"secondary/regional dealers"that qualify under Securities and Exchange Commission Rule 15c3-1 (Uniform Net Capital Rule). The provider must have an office in California and the provider's representative must be experienced in institutional trading practices and familiar with the California Government Code as it relates to investments by an Agency. D. Collateralization Requirements Uninsured Time Deposits with banks and savings and loans shall be collateralized in the manner prescribed by state law for depositories accepting municipal investment funds. Re-purchase Agreements shall be collateralized in accordance with terms specified in the Master Repurchase Agreement. The valuation of collateral securing a Re- purchase Agreement will be verified weekly to ensure a minimum of one hundred and two percent (102%) of the value of the transaction is held by the APFA's depository agent. E. Diversification The APFA will diversify its investments by security type and investment. With the exception of bond reserve funds, bond escrow funds, and any other specific funds approved by the Treasury Committee or the Board of Directors,the APFA Treasurer or designee and the APFA's Investment Committee will adopt a strategy that combines current market conditions with the APFA's cash needs to maintain the maximum degree of safety of principal and liquidity throughout market and budgetary cycles. This strategy will include diversification by investment type and maturity allocations and will be included in the regular quarterly reports to the Board. This strategy will be reviewed quarterly and can be changed accordingly. F. Confirmations Receipts for confirmation of purchase of authorized securities should include at a minimum the following information: trade date, settlement date, description of the security,par value, interest rate,price,yield to maturity, agency's name,net amount due, and third party custodial information. G. GASB 3 The Governmental Accounting Standards Board("GASB")issued GASB#3 in April 1986, and the local entity's investments must be categorized into three(3) levels of credit risk as follows: 1) Securities that are insured or registered,or for which the securities are held by public units or its agent in the units; 2) Securities that are uninsured and unregistered and are held by the broker's or dealer's trust department or agent in the unit's name; 3) Securities that are uninsured and unregistered and are held by the broker or dealer, or by its trust department or agent, but not in the unit's name. The carrying amount and market value of all types of investments must be disclosed in total and for each type of investment. GASB #3 exempts mutual funds and LAIF investments from the mandatory risk categorization. 4. SAFEKEEPING OF SECURITIES A. Safekeeping Agreement The APFA shall contract with a bank or banks for the safekeeping of securities that are owned by the APFA as a part of its investment portfolio or transferred to the APFA under the terms of a Re-purchase Agreement. All securities owned by the APFA shall be held in safekeeping by a third party bank trust department acting as agent for the APFA under the terms of a custody agreement executed by the bank and the APFA. All securities will be received and delivered using standard delivery versus payment ("DVP") procedures. The third party bank trustee agreement must comply with California Government Code Section 53608. No outside broker/dealer or advisor may have access to APFA funds, accounts or investments, and any transfer of funds must be approved by the Authority Treasurer. B. Security Transfers The authorization to release APFA's securities or funds will be telephoned to the appropriate bank representative by a finance department member other than the person who initiated the transaction. A written confirmation outlining details for the transaction and confirming the telephoned instructions will be sent to the bank within five (5)working days. C. Verification of Security Securities transferred to the APFA as collateral securing time deposits or repurchase agreements that are being held in safekeeping for the APFA will be verified in writing and examined on a random basis during the year by the APFA's independent auditors as part of the APFA's annual independent audit. 5. STRUCTURE AND RESPONSIBILITY This section of the Policy defines the overall structure and areas of responsibility within the investment management program. A. Responsibilities of the Authority Treasurer The Authority Treasurer is charged with responsibility for maintaining custody of all public funds and securities belonging to or under the control of the APFA,and for the deposit and investment of those funds in accordance with principles of sound treasury management applicable laws,ordinances,and this Policy. This includes establishing written procedures for the operation of the investment program consistent with this Policy. The procedures should include reference to safekeeping, master repurchase agreements, wire transfer agreements, banking services contracts and depository agreements. Such procedures shall also include explicit delegation of authority to persons responsible for investment transactions. No person may engage in any investment transaction except as provided under the terms of this Policy and the procedures established by the Treasurer and approved by the Investment Committee. Investment decisions that involve borrowing in the amount of One Hundred Thousand Dollars($100,000)or more must be included as a separate discussion item on the Board's agenda. Such items can no longer be included on the Board's consent calendar. (California Government Code Section 53635.7) B. Responsibilities of the Director of Finance The Director of Finance is responsible for keeping the Board of Directors fully advised as to the financial condition of the APFA. C. Responsibilities of the Board of Directors The Board of Directors shall consider and adopt a written Investment Policy. As provided in that policy, the Board shall receive, review and accept monthly investment reports. CW1,11.1FVBAW 6ERW y.]YLLL�IINtt a'GVNP`IS1NViSlATNTMIJ(S1M'FSRAM1 1OIll -KIIST NBII[FIII.WCPV AVfMOY1tt.pN.iIXALWC D. Responsibilities of the Investment Committee There shall be an Investment Committee consisting of the Director of Finance, the City Manager, and APFA Treasurer and their designees. The Committee shall meet quarterly to discuss cash flow requirements, the monthly investment reports, investment strategies,investment and banking procedures and significant investment related work projects being undertaken in each department that will affect the cash flow management of the APFA Treasurer. This will require timely reports from the department heads to the APFA Treasurer concerning significant future cash flow requirements. The Committee's meetings will be summarized in minutes that are distributed to the Board of Directors. The Investment Committee,with the approval of the Board, may retain an external investment manager on behalf of the APFA. The investment manager will be required to act in accordance with this investment policy. E. Ethics and Conflicts of Interest All APFA officers and.employees involved in the investment process shall refrain from personal business activity that could conflict with the proper execution of the investment program, or that could impair their ability to make impartial investment decisions. Those employees and investment officials shall disclose to the appropriate City executive(City Manager,City Attorney,or the Director of Finance)anymaterial financial interest in financial institutions that conduct business within the City, and they shall further disclose any large personal financial/investment positions that could be related to the performance of the APFA's investments. 6. REPORTING The Authority Treasurer shall prepare a monthly investment report, including a succinct management summary that provides a clear picture of the status of the current investment portfolio and transactions made over the past month. This management summary shall be prepared in a manner that will allow the Director of Finance and the Board to ascertain whether investment activities during the reporting period have deviated from the APFA's Investment Policy. The monthly report shall include all of the information required by California Government Section 53646, including the following: • A list of individual securities held at the end of the reporting month; and • Unrealized gain or loss resulting from amortization or accretion of principal versus market value changes by listing the cost and market value of securities owned by the APFA; and C!WM@vRM9dErtINOSA9151�,M1NV WNlYN1SMVERWTR PoIICYV.wERAffifIWYCY.A2116x PIPYCIMW[IxO xVMOPItv.1W1.1M.LLDS • A description of the current investment strategy and the assumptions upon which it is based; and • Dollar weighted yield to maturity of the APFA's investments; and • Maturity schedule by type of each of the APFA's investments; and • Statement as to compliance of the APFA's Investment Policy with Government Code Section 53601 et seq.; and • Statement as to ability to meet expenditure requirements for next six months; and • Market value, book value, par value and cost basis of all investments; and • Investments"under the management of contracted parties,including lending programs" (i.e., investments held by deferred compensation administrators). 7. PERFORMANCE STANDARDS The investment portfolio will be managed in accordance with the standards established within this Policy and should obtain a market rate of return throughout budgetary and economic cycles. The Investment Committee will establish and periodically review the APFA's portfolio benchmarks and performance. A benchmark will be selected that compares with the portfolio composition, structure and investment strategy at that time. 8. REVIEW OF INVESTMENT POLICY A. Policy Review This Policy shall be reviewed annually by the Board of Directors in accordance with State law to ensure its consistency with respect to the overall objectives of safety, liquidity and yield. Proposed amendments to the Policy shall be prepared by the Treasurer and reviewed by the Investment Committee and City Attorney and then be forwarded to the Board for consideration. The Investment Committee shall annually review the Policy and any proposed amendments and forward to the Board for its consideration and adoption at a public meeting. B. Internal Control and Review The external auditors shall annually review the investments and general activities associated with the investment program to ensure compliance with this Policy. This review will provide internal control by assuring compliance with policies and procedures for the activities that are selected for testing. 9. ADOPTION OF POLICY This Policy was duly adopted by the Board of Directors of the Azusa Public Financing Authority on October 6, 2008. - EXHIBIT A EXHIBIT A DESCRIPTION OF INVESTMENTS The APFA's investments maybe placed in those securities as outlined below;the allocation between the various investment instruments may change in order to give the APFA the best combination of safety, liquidity and higher yield. Surplus funds of local agencies may only be invested in certain eligible securities. The APFA limits its investments to allowable securities under the State of California statutes (Government Code Section 53601, et. seq., Section 53356, et. seq., and Section 53595, et. seq.) and is further limited to those listed below. Certificates of Deposit Certificates of deposit allow the APFA to select the exact amount and day of maturity as well as the exact depository. Certificates of deposit are issued in any amount for periods of time as short as fourteen(14) days and as long as several years. At any given time,the APFA may have certificates of deposit in numerous financial institutions in the future. The Treasurer may at his/her discretion waive security for that portion of a deposit,which is insured pursuant to federal law. Currently,the first One Hundred Thousand Dollars($100,000)of a deposit is federally insured by FSLIC or FDIC. It may be to the APFA's advantage to waive this collateral requirement for the first One Hundred Thousand Dollars($100,000)because the APFA mayreceive a higher interest rate. If funds are to be collateralized, the collateral will be one hundred and ten percent(110%)of the deposit in government securities or mortgages of one hundred and fifty percent (150%). At purchase, institutions must not show an operating loss. Banks must have an equity-to- asset ratio of at least six percent(6%). Savings and loan associations and savings banks must have an equity-to-asset ratio of a least three percent (3%). Local AQency Investment Fund The Local Agency Investment Fund("LAIF")of the State of California offers high liquidity because deposits can be wired to the APFA checking account within twenty-four (24) hours. Interest is computed on a daily basis. This is a special fund in the State Treasury which local agencies may use to deposit funds for investment. There is no minimum investment period and the minimum transaction is Five Thousand Dollars ($5,000) in multiples of One Thousand Dollars ($1,000) above that, with a maximum of Twenty Million Dollars ($20,000,000)for any agency. It offers high liquidity because deposits can be converted to cash within twenty-four(24)hours and no interest is lost. All interest is distributed to those agencies participating on a proportionate share determined by the amounts deposited and the length of time they are deposited. Interest is paid quarterly by adding it to the principal. cmnasms uro smrwevza.¢tp uev vocusmrtarvvsartmrz wu�.arvesrwrxroucv. vrsweuc m.xcixo wexcam.Mme.mwu� The State charges participants a small fee to cover reasonable costs associated with operating the investment pool, not to exceed one quarter of one percent (.25%) of the earnings. The interest rates received are fairly stable because of the pooling of the State's surplus cash with the surplus cash deposited by local governments. This creates a well-diversified multi-billion dollar money pool. U.S. Treasury Securities U.S. Treasury securities are highly liquid and considered the safest of all investments because they are backed by the full faith and credit of the United States Government. U.S.Treasury Bills are direct obligations of the United States Government. They are issued weekly with maturity dates up to six (6) months. They are issued and traded on a discount basis and the interest is figured on a three hundred and sixty(360)day basis using the actual number of days to maturity. They are issued in the minimum amount of Ten Thousand Dollars ($10,000) and in multiples of Five Thousand($5,000)thereafter. U.S. Treasure Notes are direct obligations of the United States Government. They are issued throughout the year with maturities from two up to thirty 30 years. Notes are coupon . securities paying a fixed amount every six (6) months. The APFA will not invest in notes having maturities longer then five (5) years. Federal Agency Securities Federal Agency securities are highly liquid and considered to be virtually without credit risk. Federal Agency issues are guaranteed indirectly by the United States Government. All Agency obligations that are fixed-rate and meet the maturity restrictions of the State Code and this Policy qualify as legal investments and are acceptable as security for public deposits. They usually provide higher yields than regular Treasury issues with all of the same advantages. Examples are: FNMA's (Federal National Mortgage Association) are used to assist the home mortgage market by purchasing mortgages insured by the Federal Housing Administration and the Farmers Home Administration,as well as those guaranteed bythe Veterans Administration. FHLB's (Federal Home Loan Bank Notes and Bonds) are issued by the Federal Home Loan Bank System to help finance the housing industry. The notes and bonds provide liquidity and home mortgage credit to savings and loan associations,mutual savings banks, cooperative banks, insurance companies and mortgage-lending institutions. Other Federal Agency issues are Federal Home Loan Mortgage Corporation ("FHLMC"), Federal Farm Credit Bank ("FFCB"), Small Business Administration Notes (SBA's), Government National Mortgage Association ("GNMA's"), Tennessee Valley Authority("TVA's")and the Student Loan Marketing Association("SLMA's") Negotiable Certificate of Deposit Negotiable certificates of deposit are high-grade instruments, paying a higher interest rate than regular certificates of deposit. They are liquid because they can be traded in the secondary market. Negotiable Certificates of Deposit ("NCD's") are unsecured obligations of the issuing financial institution, bank or savings and loan, bought at face value with a promise to pay face value plus accrued interest at maturity. The primary market issuance is in multiples of One Million Dollars ($1,000,000). The secondary market usually trades in denominations of Five Hundred Thousand Dollars($500,000), although smaller denominations are occasionally available. Local agencies may not invest more than thirty percent(30%)of their surplus money in negotiable certificates of deposit. NCD's will only be placed with the largest and most financially sound institutions. Commercial Paper Commercial paper allows the investment of large amounts of money on a short-term basis at rates higher than passbook savings accounts. Commercial paper is a short-term unsecured promissory note issued by a corporation to raise working capital. These negotiable instruments are purchased at a discount to par value. As an example, corporations such as American Express, International Business Machines (IBM) and General Electric issue commercial paper. Local agencies are permitted by state law to invest in commercial paper'of"prime" quality of the highest ranking or of the highest letter and numerical rating as provided by Moody's Investor's Service, Inc. or Standard and Poor's Corporation (A1/p] or a1+/p]). Purchases of eligible commercial paper may not exceed one hundred and eighty (180) days maturity nor exceed thirty percent (30%) of the APFA's surplus funds. Medium-Term Corporate Notes An agency may invest in medium term corporate notes with a maximum maturity of five years issued by a corporation organized and operating within the United States,a depository institution licensed by the United States Government or any state government and operating within the United States. California Government Code Section 53601 et seq. permits cities to invest in corporations with a rating category of"A" or better, but the APFA will limit its investments in corporate medium term notes to those issued by corporations that have been rated "AA" or its equivalent by two (2) nationally recognized ratings agencies. Passbook Savings or Money Market Account Passbook savings account allows us to transfer money from checking to savings and earn interest on smaller amounts of money, which are not available for a longer-term investment. The passbook savings account is similar to a CD except not for a fixed term. The interest rate is much lower than CD's but the savings account provides daily liquidity and funds can be deposited and withdrawn according to our daily needs. Mutual Funds Mutual Funds allow the APFA to maintain liquidity and receive money market rates. Mutual Funds are referred to in the Government Code, Section 53601(1),as"shares of beneficial interests issued by diversified management companies". The Mutual Fund must be restricted by its prospectus to be a "Money Market" mutual fund and be limited to the same approved investments as LAIF. These investments include U.S. Treasury and Agency issues, Bankers Acceptances, Commercial Paper, Repurchase Agreements,Certificates of Deposit,and Negotiable Certificates ofDeposit. The quality rating and percentage restrictions in each investment category applicable to LAIF also apply to any . Mutual Fund. One of the stated objectives of the Mutual Fund must be to attempt to maintain a One Dollar($1.00) Net Asset Value(NAV). A further restriction is that the purchase price of shares of any mutual fund shall not include any sales commission. Investments in mutual funds shall not exceed fifteen percent (15%) of the APFA's surplus money. Repurchase Agreements Repurchase Agreements are purchases of securities by the APFA under an agreement with a term of one(1)year or less whereby the seller will "repurchase"the same securities on or before a specified date or on demand of either party and for a specified amount. The underlying securities must be delivered to the APFA's custodial account by book entry,physical delivery or a third-party custodial agreement. C ,TS Mom �sj�w��Un., . UCoun.�.Mar