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Agenda Packet - Feburary 17, 2009 - CC
`y of _. .CgClPOR��Pi AGENDA REGULAR MEETING OF THE CITY COUNCIL, THE REDEVELOPMENT AGENCY, AND THE AZUSA PUBLIC FINANCING AUTHORITY AZUSA AUDITORIUM TUESDAY, FEBRUARY 17, 2009 213 EAST FOOTHILL BOULEVARD 6:30 P.M.- AZUSA .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 Office of the City Clerk and are available for public inspection at the City Library. Persons who wish to speak during the Public Participation portion of the Agenda, shall fill out a card requesting to speak and shall submit it to the City Clerk prior 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. 6:30 P.M. CLOSED SESSION REAL PROPERTY NEGOTIATIONS (Gov. Code See. 54956.8) Agency Negotiators: City Manager Delach and Assistant City Manager Makshanoff Under Negotiation: Price and Terms of Payment DOWNTOWN NORTH A-2 & A-3 PROJECT Address: 858 N. Azusa Avenue, Azusa, CA 91702 Negotiating Parties: Howard J. and Janet J. Choi Address: 832 N. Azusa Avenue, Azusa, CA 91702 Negotiating Parties: Alexios & Tashia Vagenas Address: 826 N. Azusa Avenue, Azusa, CA 91702 Negotiating Parties: City of Azusa and City of Azusa Redevelopment Agency/Dr. Martin Habern Address: 830 N. Azusa Avenue, Azusa, CA 91702 Negotiating Parties: Donna M. Matson Address: 812 N. Azusa Avenue, Azusa, CA 91702 Negotiating Parties: John R. &Lillian O. Cortez, Cortez Family Trust Address: 801 N. Alameda Avenue, Azusa, CA 91702 Negotiating Parties: John R. & Lillian O. Cortez, Cortez Family Trust Address: 810 N. Alameda Avenue, Azusa, CA 91702 Negotiating Parties: 810 Alameda, LLC Address: 803 N. Dalton Avenue, Azusa, CA 91702 Negotiating Parties: City of Azusa and City of Azusa Redevelopment Agency/Ramirez Masonry Address: 805 N. Dalton Avenue, Azusa, CA 91702 Negotiating Parties: City of Azusa and City of Azusa Redevelopment Agency Address: 809 N. Dalton Avenue, Azusa, CA 91702 Negotiating Parties: Raygoza, Jose M. and Mateos, Sandra G. Address: 624—630 N. San Gabriel Avenue, Azusa, CA 91702 Negotiating Parties: JK Partnership Property Address: 630 Glenfinnan (APN 8612-001-060), Azusa, CA 91702 Negotiating Parties: Mario &Nerelys Acosta Any person wishing to comment on any of the Closed Session items listed above may do so now. 7:30 P.M. - REGULAR MEETING OF THE CITY COUNCIL. • Call to Order • Pledge to the Flag— • Invocation— Pastor Wayne Leamons of Bread of Life 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.) 02/17/09 PAGE TWO B. REPORTS UPDATES,AND ANNOUNCEMENTS FROM STAFF/COUNCIL 1. Mayor Rocha—a. Request for sponsorship of Girls JV/Varsity Softball Team from Azusa High School in the amount of$200, in order to raise funds for uniforms and equipment. b. Request for proclamation in celebration of an 80'' surprise birthday party. 2. Assistant City Librarian Shahla Shahsavari to announce and give a brief presentation of the Library Department's new bookmobile service. C. SCHEDULED ITEMS 1. LOS ANGELES COUNTY FIRE DEPARTMENT WEED ABATEMENT PROTEST HEARING. RECOMMENDED ACTION: a. Conduct an informal protest hearing and refer property owners with objections to the Los Angeles County.Fire Department Brush Clearance Office for consideration. b. Approve the motion and abatement order directing abatement of the nuisance by removing all weeds and rubbish from the affected improved parcels. 2. REIMBURSEMENT AGREEMENT WITH AZUSA LAND RECLAMATION COMPANY INC. FOR A PROPOSED MATERIALS RECOVERY FACILITY LOCATED AT THE NORTHEAST CORNER OF GLADSTONE ST.AND IRWINDALE AVE. RECOMMENDED ACTION: Approve a Reimbursement Agreement with Azusa Land Reclamation Company, Inc., for a proposed Materials Recovery Facility located at the northeast corner of Gladstone Street and Irwindale Ave("The Property") 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 FEBRUARY 2 2009. 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. A RESOLUTION SUPPORTING THE STATE ROUTE-39 (SR-39) REOPENING PROJECT IN FAVOR OF HWY 39 OPENING. RECOMMENDED ACTION: Adopt Resolution No. 09-C15, supporting the State Route-39 (SR-39) Reopening Project. 02/17/09 PAGE THREE 4. AUTHORIZATION TO SOLICIT REOUEST FOR PROPOSALS — TOPOGRAPHIC SURVEY. ` AND MAPPING SERVICES FOR THE INTERSECTION OF FOOTHILL BOULEVARD AND ALOSTA AVENUE. RECOMMENDED ACTION: Authorize staff to solicit proposals to obtain topographic survey and mapping services for the intersection of Foothill Boulevard and Alosta Avenue. 5. TAX SHARING RESOLUTION WITH LA COUNTY SANITATION DISTRICT:ANNEXATION NUMBER 397 (INTERPRETIVE CENTER). RECOMMENDED ACTION: Adopt Resolution No. 09-C 16,approving the Tax Sharing Resolution between the City and LA County Sanitation District number 22 in order to allow public sewer service for the Interpretive Center shown as Area 397 on the map attached to the Resolution. 6. AWARD OF CONTRACT TO TRANSTECH FOR GRANT WRITING AND ADMINISTRATIVE SERVICES. RECOMMENDED ACTION: Award a contract to Transtech in an amount not to exceed $50,000 for grant writing and administrative services. 7. PURCHASE OF GRANICUS WEBCASTING MANAGEMENT SOFTWARE AND SUPPORT SERVICES. RECOMMENDED ACTION: Waive formal sealed bids in accordance with Azusa Municipal Code using alternative purchasing procedures for purchases not involving public projects. Section 2-523 section B, computers: when purchasing computer software and 2-523 section C, no competitive market,approve the purchase of the Granicus Webcasting management software and services in the amount of$34,787.27,and authorize the City Manager to execute the agreement,per municipal code section 2-526. 8. FOOTHILL TRANSIT, POTENTIAL NEW MEMBER — PASADENA_ AMENDED JOINT POWERS AGREEMENT. RECOMMENDED ACTION: Approve the amended joint powers agreement which would add Pasadena to the Foothill Transit Joint Powers Authority (JPA). 9. WARRANTS. RESOLUTION AUTHORIZING PAYMENT OF WARRANTS BY THE CITY. RECOMMENDED ACTION: Adopt Resolution No. 09-C 17. E. AGENCY SCHEDULED ITEMS 1. CONSIDERATION OF A PURCHASE AND SALE AGREEMENT FOR THE ACQUISITION OF THE REAL PROPERTY LOCATED AT 630 NORTH GLENFINNAN AVENUE (ACOSTA) RECOMMENDED ACTION: Adopt Resolution No. 09-R9,approving the Purchase and Sale Agreement ("PSA")for the acquisition of real property located at 630 North Glenfinnan Avenue, commonly known as Los Angeles County Assessor's Parcel Number 8612-001-060("Subject Property"). Adopt Resolution No. 09-R10, Approving an appropriation for this property acquisition. 2. CONSIDERATION OF A LEASE AGREEMENT FOR THE REAL PROPERTY LOCATED AT 630 NORTH CEDARGLEN DRIVE, UNIT "A". RECOMMENDED ACTION: Approve the proposed Lease Agreement("Agreement")for the rental of real property located at 630 North Cedarglen Drive,Unit "A" ("Subject Property"). 02/17/09 PAGE FOUR 3. AMENDMENT TO TIERRA WEST ADVISORS CONTRACT FOR REDEVELOPMENT CONSULTING SERVICES FOR FISCAL YEAR 2008/09. RECOMMENDED ACTION: Approve an amendment to Tierra West Advisors ("Tierra West") contract to allow for them to continue to provide real estate advisory and as-needed redevelopment consulting services in conjunction with the Agency's FY 2008/09 economic development program by increasing the contract in the amount of$150,000, to a new contract total not-to-exceed $350,000. 4. SPECIFICATION APPROVAL TO THE REMEDIATION, ABATEMENT AND DEMOLITION BID FOR THE REMOVAL OF SUBSURFACE SOIL, LEAD-BASE PAINT/ASBESTOS AND DEMOLITION OF 4 VACANT STRUCTURES,ONE BILLBOARD STRUCTURE THE FORMER RANCH MARKET PARKING LOT AND OTHER SUBSURFACE PARKING AREAS LOCATED ON THE PROPOSED TARGET PROJECT SITE (APN## 8608-024-900 902 903 and 904) RECOMMENDED ACTION: Approve the bid and specification packet for 1) the remediation of subsurface soil,removal of lead-base paint/asbestos and demolition of.4 vacant commercial structures,one billboard structure, the former Ranch Market parking lot and other subsurface parking areas located on the proposed Target project site; and 2) authorize advertisement of the bid. 5. EXCLUSIVE NEGOTIATION AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA AND LEWIS INVESTMENT COMPANY,LLC FOR THE DOWNTOWN NORTH REDEVELOPMENT PROJECT. RECOMMENDED ACTION: Approve the Exclusive Negotiation Agreement with Lewis Investment Company,LLC for the development of the Downtown North Redevelopment Project and authorize the Executive Director of the Agency to execute the Agreement. 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. 1. APPROVAL OF MINUTES OF THE REGULAR MEETING OF FEBRUARY 2, 2009. RECOMMENDED ACTION: Approve Minutes as written. 2. WARRANTS. RESOLUTION AUTHORIZING PAYMENT OF WARRANTS BY THE AGENCY. RECOMMENDED ACTION: Adopt Resolution No. 09-R11. G. AZUSA PUBLIC FINANCING AUTHORITY 1. APPROVAL OF MINUTES OF THE REGULAR MEETING OF NOVEMBER 3, 2008. RECOMMENDED ACTION: Approve minutes as written. 2. AUTHORITY TREASURER'S REPORT AS OF DECEMBER 31, 2008. RECOMMENDED ACTION: Receive and file Report. 02/17/09 PAGE FIVE H. ORDINANCES/SPECIAL RESOLUTIONS 1. PROPOSED ORDINANCE AMENDING THE AZUSA MUNICIPAL CODE TO ADD AN ARTICLE REGARDING THE ESTABLISHMENT OF FRANCHISE FEES, PUBLIC ACCESS SUPPORT FEES AND CUSTOMER SERVICE PENALTIES FOR STATE FRANCHISE HOLDERS PROVIDING VIDEO SERVICE WITHIN THE CITY OF AZUSA. RECOMMENDED ACTION: Waive further reading and adopt Ordinance No. 09-01. I. ADJOURNMENT 1. Adjourn. UPCOMING MEETINGS: February 23, 2009, Utility Board Meeting—6:30 p.m. (Light and Water Conference Room) February 23, 2009, Special Meeting—Midyear Budget Review. (Light&Water Conference Room—immediately following Utility Board Meeting). March 2, 2009, City Council Meeting—6:30 p.m. (Auditorium) March 16, 2009, City Council Meeting—6:30 p.m. (Auditorium) k In compliance with Government Code Section 54957.5, agenda materials are available for inspection by members of the public at the following locations: Azusa City Clerk's Office-213 E. Foothill Boulevard,Azusa City Library- 729 N.Dalton Avenue,and Azusa Police Department Lobby- 725 N.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 days prior 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. 02/17/09 PAGE SIX Azusa City Library BookmOb►�e Why a Bookmobile : • Underserved areas of Azusa are in need of library materials and services • Lack of transportation is a major factor 2 Canyon City Foundation Grant • Grant from the Canyon City Foundation for $61 ,385 • Community-building and collaboration was paramount. 3 Mission Statement As a gateway to knowledge, the bookmobile's mission is to provide the community with access to library services that support the pursuit of literacy and lifelong learning . 4 Bookmobile Van • r AzUSA cit LzsRtx L3 . ���7,9aidly lvadidby C.mmri C9iv Fouulute� • 2008 Dodge Sprinter Van • Van Purchased at $44,878.38 • Conversion Costs $29,614.53 by USV located in Perris, CA • Total Cost $78,492.91 (including exterior wrap) • $11 ,400 raised in donations 5 Conversion c r a iY17 a 1 6 Conversion o ti a 7 External Design 1DOoimlOBILE � 3 t s AZ'U�ySA yCIp�TY--LIBRARY + + - � ob y • ti n+r _ r ;e A u Thank you Javier Gonzalez and Michael Harris! Service Stops Phase 1 • 10 sites identified • Phase 1 will include 5 sites • First 5 Sites - WIC - Nutrition Site - Azusa Health Clinic - Edgewood Center - Memorial Park - Corner of 15t & Soldano - cul de sac 9 Service Stops Phase 2 • Azusa Kinder Prep Program - Valleydale Center • Neighborhood Homework House • AUSD elementary school - TBD • 2 city parks - TBD 10 Smites E TE I '-Azusa Health Clinic { i 1 77 WIC Nutrition Site Edgewood .+� „ � 4�2 t�.6,1 T.: ~T �iYGk� ! yl Yn S �� i 1✓ - -i �� Kms" a i License Agreements and MOUs • License agreements and MOUs have been prepared and will be presented to the sites 13 APU • r y } e Professor George Babbes and APU MBA students ti ' r is Y rrr Brainstorming sessions held at the library Information Technology • Visited L.A. County and Rancho Cucamonga Bookmobiles for ideas on technology • Collaboration with IT department enabled us to identify software for checkout needs 15 Collection • Collection developed and cataloged • Nearly 1 ,000 books • Mainly children's literature and parenting books 16 Volunteers • Community involvement • Volunteers needed for various Rea�n'g Stories to Children tasks Azusa City Library Storytime an essential 4 r StoryJTime Tr IngrManual • r Volun fo�Volunteers�` component for literacy " • Friends of the Library provided 2 trained volunteers - � • Training manual compiled with attention to storytelling • More volunteers will be recruited r; 17 Future Funding • Future grant from the Canyon City Foundation • Acquire & maintain sponsors • Will advertise sponsors on exterior of van 18 Launch Celebration City a The Azusa C tY Libra i � . � 1 . J okmoble 0 We welcome Azusans, sponsors, and city officials to join us! r Wednesday, March 11th, Behind the Azusa City Library at 3 : 30 PM Azusa Central Library: 729 N. Dalton Ave., Azusa, CA 91702 (626)812-5232 — www.ci.azusa.ca.us/library 19 Azusa fii�vh,�j tet 'Home of the Ateczs° Lisa Montes (Girls Varsity Softball Coach) 240 North Cerritos Avenue Azusa, CA 91702 (626) 815-3400 To whom it may concern: My name is Lisa Montes and I am the Girl's Varsity Softball coach at Azusa High School. This is my first year as the head coach and I'm extremely excited about our upcoming season. Although softball season doesn't begin until late February, my work has already begun. Our program is in desperate need of new uniforms as well as several other equipment items. The coaching staff and parents have been working hard to come up with ways to raise the monies needed to provide our student/athletes with these items. This is why we are asking for your help. We do understand that finances are difficult at this time for everyone; however any amount you can donate will be put to good use. We are able to offer the following items for the following donation amounts: Banner Sponsor$500 and up - Allows you to get your company's name and logo featured in color on a 4' x 6' vinyl banner to be displayed at all home games. This also gives you a quarter page ad in our program book to be distributed at all home games. Team Ploque$300-You will receive a team plaque to display at your business, and a quarter page ad in our program book to be distributed at all home games. Half Page Ad $150-(5" x 8") in program book Quarter Page Ad $100-(3 '/2" x 5") in program book. Business Card $50-(1 3/4" x 5") in program book. If you have any questions regarding this fetter please feel free to contact me at 626-815-3400 x3590 or 626-893-1890 or by email at shotblocker08@yahoo.com. This is a great way to give back to your community and get advertising exposure at an inexpensive price. On behalf of the players, coaches and parents we would like to thank you for your time, your kindness and your generosity. Sincerely, Lisa Montes e i 1 AZUSA HIGH SCHOOL GIRLS SOFTBALL 240 North Cerritos Ave. Azusa, California 91702 2008 Thank you for your interest in sponsoring Azusa High Girls Softball. Please complete this form and submit it with your payment made out to Azusa Girls Softball at the address above. Contact Name: Business Name: Address: Contact Phone: Contact Fax: Email Address: Sponsorship Options: Qty Sponsorship Type Cost Total Banner Sponsor $500 and up Team plaque $300 Half Page Ad $150 Quarter Page Ad $100 Business Card $50 Total Sponsorship You may either include your business card/logo information with your sponsorship letter and payment or email information to shofblocker08@yahoo.com OR include logo/ad/artwork you wish to use with payment. If you have any questions please contact Lisa Montes at 626-815-3400 x 3590 or at 626-893-1890 or again by email at shotblocker08@yahoo.com. Once again, thank you'for sponsoring Azusa High Girls Softball! r e7or U,0F..,g2N c+tP10 11 AGENDAITEM TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS �v FROM: KURT CHRISTIANSEN, ECONOMIC AND COMMUNITY DEVELOPMENT DIRECTOR VIA: F.M. DELACH, CITY MANAGER DATE: FEBRUARY 17, 2009 SUBJECT: LOS ANGELES COUNTY FIRE DEPARTMENT WEED ABATEMENT PROTEST HEARING RECOMMENDATION It is recommended that the City Council: 1. Conduct an informal protest hearing and refer any property owners with objections to the Los Angeles County Fire Department Brush Clearance Office for consideration. 2.Approve the motion and abatement order directing abatement of the nuisance by removing all weeds, and rubbish from the affected improved parcels. BACKGROUND On February 2, 2009, the City Council adopted Resolution No. 09-Cl 0 declaring certain improved land parcels within the City a public nuisance due to recurring weed growth and/or the presence of rubbish. Pursuant to the Resolution,a protest hearing is required to afford affected property owners an opportunity to voice their objections. The owners of all affected parcels have been notified by the. Los Angeles County Fire Department of the date and time for the protest hearing. This process is a ministerial duty by the City Council and is required under provisions of state and local laws. Staff has attached copies of the Resolution adopted February 2, 2009, for Council review. FISCAL IMPACT The costs of weed abatement services are part of the City's contractual costs with the Consolidated Fire Protection District. In the event abatement work occurs on privately owned properties,the costs are recovered through the Los Angeles County Board of Supervisors.There are no added direct costs or additional fiscal impacts to the city for this service. Prepared by: Rick McMinn, Community Improvement Supervisor Attachment: Resolution and Exhibit RESOLUTION NO. 09-ct o RESOLUTION OF THE CITY OF AZUSA DECLARING PUBLIC NUISANCES WHEREAS, hazardous brush, dry grass, weeds, combustible growth or flammable vegetation, to include native and ornamental vegetation, where growing upon improved real property often attain such growth as to become, when dry, a fire menace to the improved real property or adjacent improved parcels or which are otherwise noxious or dangerous; and WHEREAS, the presence of hazardous brush, dry grass, weeds, combustible growth or flammable vegetation, to include native and ornamental vegetation, upon improved real property are conditions which endanger the public safety and constitute public nuisances which must be abated; and WHEREAS, the City of Azusa has a duty of protect the public safety and to take any and all actions necessary to abate the above-described public nuisances; and WHEREAS, the Consolidated Fire Protection District of Los Angeles County(County of Los Angeles Fire Department)will conduct annual inspections to verify existing hazards and public nuisances of hazardous brush, dry grass, weeds, combustible growth or flammable vegetation, to include native and ornamental vegetation, upon the hereinafter described real property; and WHEREAS, Part 5, Division 12, of the California Health and Safety Code (Sections 14875 through 14922, inclusive), authorizes the City Council, by resolution, to declare public nuisances and to authorize the abatement thereof. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF AZUSA AS FOLLOWS: SECTION 1. Council Findings, The City Council of the City of Azusa hereby finds that hazardous brush, dry grass,weeds, combustible growth or flammable vegetation, to include native and ornamental vegetation, upon each improved parcel of real property hereinafter described in Exhibit 1 (collectively the"Real Property"), as verged by inspection by the County of Los Angeles Fire Department, are hereby declared to be public nuisances which should be abated. SECTION 2. Notice. (a) The Fire Chief of the County of Los Angeles Fire Department (the"Chief) is hereby designated, authorized, and directed to give notice to destroy said hazardous brush, dry grass, weeds, combustible growth or flammable vegetation, to include native and ornamental vegetation, upon the Real Property. (b) Not less than 10 days prior to the 17`"of February, 2009, the Chief shall cause notice to be given to each Real Property owner by mail as their names and residential addresses appear from the last equalized assessment roll, or as they are known to the Assessor, and said notice shall be substantially in the form as provided in Exhibit 2 of this resolution. SECTION 3. Hearing. Tuesday, the 17'h of February 2009, at the hour of 7:30 p.m., in the Council Chamber of the City, located at 213 East Foothill Boulevard, Azusa is fixed by the City Council as the date, time, and place when and where any and all owners of Real Property having any objections to the proposed removal of hazardous brush, dry grass, weeds, combustible growth or flammable vegetation, to include native and ornamental vegetation, may appear before the Brush Clearance Referee and show cause why said hazardous brush, dry grass, weeds, combustible growth or flammable vegetation, to include native and ornamental vegetation, should not be removed in accordance with this resolution. The objections of the Real Property owners will then and there be heard and given due consideration.. SECTION 4. Recovery of Costs. (a) The Chief and the Agricultural Commissioner are hereby authorized and directed to recover abatement enforcement costs in a manner consistent with prior action of the Board of Supervisors when they adopted an Administrative Penalty, an Abatement Enforcement Cost, and an inspection fee for all Real Property when the owner fails to comply with the second official notice to abate hazards on the Real Property described in Exhibit 1 and identified during physical inspection by the County of Los Angeles Fire Department. The recovery of these costs is vital to the ongoing operation governing the identification and abatement of those properties that constitute public nuisances and endanger the public safety. z (b) The owners of the Real Property, upon which the public nuisance exists, shall be presented, both in writing and during the above referenced hearing before the Brush Clearance Referee, with information regarding the cost of inspection and abatement enforcement. PASSED, APPROVED AND ADOPTED THIS 2nd DAY OF FEBRUARY,2009. /1'seph R. Rorha, Mayor ATTEST: c; Vera Mendoza, City Clerk STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF AZUSA ) I, Vera Mendoza, City Clerk of the City of Azusa, do hereby certify that the foregoing Resolution No. 09-CIO was duly introduced and adopted at a regular meeting of the Azusa City Council on the 2"d day of February, 2009,by the following vote of the Council: AYES: COUNCILMEMBERS: GONZALES, CARRILLO, MACIAS, HANKS, ROCHA NOES: COUNCILMEMBERS: NONE ABSENT: COUNCILMEMBERS:NONE Vera Mendoza, City Clerk EXHIBIT 1 DESCRIPTION OF PROPERTIES In accordance with Part 5, Division 12 of the California Health and Safety Code (commencing with Section,14875), the Real Property, upon which a public nuisance exists, are hereby described in the attached Declaration List of Properties. r 9 R LW13 LOS ANGELES COUNTY DECLARATION LIST PAGE 1 DATE 12 18 08 IN SEQ BY WEED-KEY, THEN PARCEL FD IMPROVED ZONE CITY CODE STREET ADDRESS PARCEL NO. KEY 06 050 563 E SIERRA MADRE AVE 8625 006 006 9 C 06 050 579 E SIERRA MADRE AVE 8625 006 007 8 C 06 050 595 E SIERRA MADRE AVE 8625 006 008 7 . C 06 050 611 E SIERRA MADRE AVE 8625 006 009 6 C 06 050 627 E SIERRA MADRE AVE 8625 006 010 3 C 06 050 4001 FISH CANYON RD 8684 008 014 3 C 06 050 1455 N HILLTOP DR 8684 020 001 3 C 06 050 1465 N HILLTOP DR 8684 020 013 9 C 06 050 1469 N HILLTOP DR 8684 020 014 8 C 06 050 1471 N HILLTOP DR 8684 020 016 6 C 06 050 1510 N SAN GABRIEL CANYON RD 8684 020 022 8 C 06 050 1500 N SAN GABRIEL CANYON RD 8684 020 023 7 C 06 050 1569 N VIEWCREST DR 8684 021 010 0 C 06 050 1561 N VIEWCREST DR 8684 021 011 9 C 06 050 1557 N VIEWCREST DR 8684 021 012 8 C 06 050 1539 N VIEWCREST DR 8684 021 014 6 C 06 050 1533 N VIEWCREST DR 8684 021 015 5 C 06 050 1790 SAN GABRIEL CANYON RD 8684 023 013 3 C 06 050 1728 SAN GABRIEL CANYON RD 8684 023 014 2 C 06 050 1724 SAN GABRIEL CANYON RD 8684 023 015 1 C 06 050 1720 SAN GABRIEL CANYON RD 8684 023 016 0 C 06 050 1830 N AZUSA AND SAN GABRIEL CAN 8684 023 017 9 C 06 050 2350 N SAN GABRIEL CANYON RD 8684 027 004 5 C 06 050 2280 N SAN GABRIEL CANYON RD 8684 027 012 5 C 06 050 1460 N HILLTOP DR 8684 034. 006 9 C . 06 050 210 E VIEWCREST DR 8684 034 010 3 C 06 050 230 E VIEWCREST DR 8684 034 Oil 2 C 06 050 250 E VIEWCREST DR 8684 034 012 1 C 06 050 280 E VIEWCREST DR 8684 034 013 0 C 06 050 1481 N VISTA DEL CIR 8684 034 014 9 C 06 050 1450 N VISTA DEL CIR 8684 034 015 8 C 06 050 1433 N NOBHILL DR 8684 034 020 1 C 06 050 1415 N NOBHILL DR 8684 034 021 0 C 06 050 285 E SIERRA MADRE AVE 8684 034 027 4 C 06 050 295 E SIERRA MADRE AVE 8684 034 028 3 C 06 050 213 E SIERRA MADRE AVE 8684 034 034 5 C 06 050 389 E SIERRA MADRE AVE 8684 035 011 9 C 06 050 333 E CLEARHAVEN DR 8684 036 018 0 C 06 050 325 E CLEARHAVEN DR 8684 036 019 9 C 06 050 311 E CLEARHAVEN DR 8684 036 020 6 C 06 050 303 E CLEARHAVEN DR , 8684 036 021 5 C D6 050 1589 N HILLTOP DR 8684 036 022 4 C 06 050 1599 N VIEWCREST DR 8684 036 023 3 C 06 . 050 1587 N VIEWCREST DR 8684 036 024 2 C 06 050 1575 N VIEWCREST DR 8684 036 025 1 C 06 050 1555 N HILLTOP DR 8684 036 034 0 C 06 050 1543 N HILLTOP DR 8684 036 035 9 C L s LW13 LOS ANGELES COUNTY DECLARATION LIST PAGE 2 DATE 12 18 08 IN SEQ BY -WEED-KEY , THEN PARCEL FD IMPROVED - ZONE CITY CODE STREET ADDRESS PARCEL NO. KEY O6 050 1537 N HILLTOP DR 8684 036 036 8 C 06 050 1531 N HILLTOP DR 8684 036 037 7 C 06 050 1564 N HILLTOP DR 8684 036 047 5 C LW13 LOS ANGELES COUNTY DECLARATION LIST PAGE 3 DATE 12 18 OB IN SEQ BY WEED-KEY, THEN PARCEL FD IMPROVED ZONE CITY CODE STREET ADDRESS PARCEL NO. KEY WEED KEY C TOTAL IMPROVED/VACANT RECORDS 0 WEED KEY C TOTAL IMPROVED RECORDS 50 WEED KEY C TOTAL RECORDS 5D i i EXHIBIT 2 NOTICE TO DESTROY HAZARDOUS BRUSH, DRY GRASS, WEEDS, COMBUSTIBLE GROWTH OR FLAMMABLE VEGETATION, TO INCLUDE NATIVE AND ORNAMENTAL VEGETATION NOTICE IS HEREBY GIVEN THAT ON the 2nd of February, 2009 the City Council of Azusa passed or will pass a resolution declaring that hazardous brush, dry grass,weeds, combustible growth or flammable vegetation, to include native and ornamental vegetation, were growing upon certain improved property as specifically described by parcel number in the resolution, to constitute public nuisances which, after inspection by the County of Los Angeles Fire Department have been verged to be existing public nuisances and in violation of the County of Los Angeles Fire Code(the"Fire Coders) pertaining to clearance of brush and vegetative growth. This brush and vegetative growth must be removed and the public nuisance abated by the owner, or the County authorities will abate the public nuisance and the cost of removal assessed upon the parcel, and such cost will constitute a lien upon the parcel until paid. The City Council of the City of Azusa also authorized and directed the County of Los Angeles Fire Department and the Agricultural Commissioner to recover their costs related to the enforcement of the Fire Code. Reference is made to said resolution for additional details. u.i � v w z Q cr o = zzo � a w w a UJ 1 a) Z U 7 U r CD oam � � m z O _ z I a 8 $ E ,aae -e m S 38 zU q m 3y p W W W V Z � N m Q z Z 5 Q O e m ° a a- m ¢ p �'o = �` c� .e beds _ - = LLa =J = g - - - - m > p O W U g a '= 8 ga` m m m mxs Q O m = 9 ' _Vn Q l+U a n mE i Esh- 0>uH V tailmo�om ¢ WJ W2Es = EOEi -ad LLJ(,10m SSEaL n ' W m = WW W qN Q. ' a 'c a - E� OLLMi E E V O UON m a = `m - g oaSm. V •QaE 4 ", 1 ? . O~ V HNao 'a_ 2 - _ ja4 = O m O .LL E E g a ffi .m _ C m m .� a L 3 0 m a a m E Ti `'d `m '9 c L' m e a o ami .>-.. 22 d y e n E E m o w e •7 m a y � a a'm �- x a c S .S a '_' c do m � 316 v z O 5 m9-a ro a m m a i. a m 6 E a Yp1 H m L tL la 2 E2 2tJ N C= >35 m � a Nu - c a 'a0 mQ s 'c ¢c o `a = 'o y E d` a c - E o s y ! a m t3 0 5 8 c N a E `a y J C tl U O O N O E 9 a m m Q O L V a m y :c y v a c s E c G Go vai `a L a �- y a � 2m a- PieOV v nm _ o o m w = t3 'e a c m_G 6 E Q E 'm c E u o = aui E a N c E, E E a t3 E `u G m a a o m - a N'm E a N O1 a NE w a n es-� ami a a`2i m r w G a .= p a w d a n y c y w m m i3 t3 s m m E a '� Y.> m - m E B: `m =_ EEpn o O E m c m o a s o c O °`�' m E ai c E E m . U E v a ? =t °6' c vcb 15 79E8a ; mma� fi E - E `o BRUSH CLEARANCE REQUIREMENTS Y Thousands of homes are in serious danger of destruction by fire because of their proximity to brush-covered areas. Homes with wood shake roofs,wood siding,decks,patio covers or exposed eaves are particularly vulnerable to the spread of fire.Despite efforts by firefighters,wildland fires fanned by strong winds,can destroy homes. It is.your legal responsibility to take the necessary action to clear vegetation around any given structures. Afire safe landscape creates a defensible space to help protect against approaching wildfires. _ 1. All flammable vegetation identified as a fire hazard by the inspection officer shall be mowed or cut to a stubble height of 3 inches,for 30 feet around any structure or 50 feet in high hazard areas(County of Los Angeles Fire Code 317.2.2(2),317.2..3). 2. Create a firebreak for the next 70 feet. for a total of 100 feet,around any structure by clearing,trimming,thinning,cutting back and removing flammable vegetation. For high hazard areas..this distance can be increased to a maximum of 200 feet (County of Los Angeles Fire Code 317 2.2(3),317.2.3). 3. Single specimens of trees,ornamental shrubbery,or ground covers are permissible, provided that they do not form a means of transmitting fire from native growth to the structure(County of Los Angeles Fire Code 317.2.2(2)).It is recommended that specimens shall be spaced a minimum of 15 feet or 3 times their diameter from other specimens,structures or surrounding native brush.. 4.. Access roads shall be maintained with a minimum of 10 feet of brush clearance on each side. Fire access roads shall have an unobstructed vertical clearance clear to the sky. Trees overhanging fire access roads shall be maintained to provide adequate vertical clearance(County of Los Angeles Fire Code 317 10,503 1.1 through 503.6). 5. Provide a minimum of 3 feet of brush clearance around all fire hydrants(County of Los Angeles Fire Code 508.5.5). 6. It is strongly recommended that all trees and shrubs shall be maintained free of dead wood and litter.Trees and shrubs may be required to be trimmed up from the ground 1/3 of their height. 7. Trees are best trimmed during dormancy orduring the winter months. Care should be taken when trimming trees during the spring as this is the nesting season for many species of birds. All plants will bum under extreme fire weather conditions.Fire resistant plants bum at a relatively low intensity, at slow rales of spread and with short flame lengths.To best protect your home from fire,it is recommended that fire resistant plants be used when landscaping.A list of these plants can be obtained through the County of Los Angeles Fire Department, Brush Clearance Unit, telephone number(626)969-2375., BRUSH CLEARANCE MAINTENANCE IS A YEAR-ROUND RESPONSIBILITY MINIMUM DISTANCES REQUIRED EXTRA HAZARDOUS AREAS MAY REQUIRE 200 FEET OF CLEARANCE IR f� 10 3 V u _ 14 ® J f Y1 IY IrR�` B 10ni Q ' 6 k yr m Derensible Spaee NOTE Smell lata my mks lh,m cleamnoe dlefenoev impo:aple Yau are anry raspanaWla ro tlear up to yov proOeM Woo.Clao... of arepmy adlacere W your lot to Ne iewnslbilny of Me sejoewl Progeny a.., IF YOU ARE UNCLEAR AS TO THE CLEARANCE REQUESTED;PLEASE CONTACT YOUR LOCAL FIRE STATION =.lamrn nlae All Parcel owners having any objection to the proposed removal of brush, dry grass, weeds, combustible growth or flammable vegetation, to include native and ornamental vegetation, are hereby noted that they may attend a meeting of the City Council of the City of Azusa to be held in the Council Chamber of said city at 7:30 p.m. on February 17, 2009. If the property owner does not want to present objections to the proposed removal of hazardous brush, dry grass, weeds, combustible growth or flammable vegetation, to include native and ornamental vegetation, or the recovery of enforcement and abatement costs, he/she need not appear at the above-mentioned meeting(s)- city Clerk of the Gity of Azusa 7, AGENDA ITEM TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: KURT CHRISTIANSEN,, ECONOMIC AND COMMUNITY DEVELOPMENT DIRECTOR VIA: F.M. DELACH, CITY MANAGERAA✓2 DATE: February 17, 2009 SUBJECT: Approval of a Reimbursement Agreement with Azusa Land Reclamation Company, Inc., for a proposed Materials Recovery Facility located at the northeast corner of Gladstone St. and Irwindale Ave. RECOMMENDATION: Staff requests that the City Council approve a Reimbursement Agreement with Azusa Land Reclamation Company, Inc., for a proposed Materials Recovery Facility located at the northeast corner of Gladstone Street and Irwindale Ave ("The Property") BACKGROUND Azusa Land Reclamation Company, Inc. ("Azusa Land") owns approximately 15 acres of property located at the northeast corner of Gladstone Street and Irwindale Avenue in the City of Azusa and is contemplating developing the property as a materials recovery facility. The proposed facility will be completely enclosed and used for separation of recyclable and non- recyclable materials delivered by collector trucks. The Property is currently used as a tire recycling facility. DISCUSSION: Azusa Land has submitted applications to the City for various discretionary land use approvals for the development of the Property including a Zone Change, Use Permit, Design Review, and environmental documents pursuant to the California Environmental Quality Act ("CEQA"). Because of the complexity of the review process for the applications submitted by Azusa Land, it is necessary for the City to retain the professional services of project management and CEQA consultants. The review process will also require specialized and detailed work and advice by the City Attorney's office. Due to these burdens placed on the City and as a condition to the City's completion of the review process, Azusa Land has agreed to reimburse the City for the costs and expenses incurred by the Honorable Mayor and Members of the City Council Reimbursement Agreement w/Azusa Land Reclamation Co,Inc. q February 17,2009 Page 2 of 2 City's consultants and the City Attorney's office, related to the City's review process. Azusa Land's reimbursement of City under the Reimbursement Agreement will ensure that the City has the necessary resources to diligently and efficiently process the Applicant's Project. The attached Reimbursement Agreement permits the City to retain case processing and CEQA consultants to provide advice and guidance related to CEQA issues as the City deems necessary. The Agreement requires that Azusa Land reimburse the City for all costs and expenditures incurred by the consultants and the City Attorney's office for work on the submitted applications, up to one hundred fifty thousand dollars ($150,000.00). The Reimbursement Agreement permits reimbursement for costs exceeding $150,000.00 with the written approval of Azusa Land. FISCAL IMPACT: There will be no fiscal impact to the city associated with this action. All costs shall be borne by Azusa Land. Attachment: Reimbursement Agreement i W:\AGENDA\02-17-09\Reimbursement Agreement Staff Report 2-17-09FINAL.DOC —2— REIMBURSEMENT AGREEMENT Between CITY OF AZUSA a California municipal corporation and Azusa Land Reclamation Company, Inc. a California corporation, a Waste Management company ' C REIMBURSEMENT AGREEMENT This Reimbursement Agreement("Agreement")is made this day of 2009,by and between the City of Azusa, a California municipal corporation (the "City"), and Azusa Land Reclamation Company, Inc., a California corporation, a Waste Management company (the "Applicant"). RECITALS This Agreement is made with respect to the following facts. A. The Applicant is the owner of that certain real property ("Property")located within the City of Azusa,County of Los Angeles,California. The Property is more particularly described in the legal description attached hereto as Exhibit "A". B. The Applicant is contemplating the development of the Property as a Materials Recovery Facility. The Applicant has submitted applications for various discretionary land use approvals for the development of the Property including, without limitation, a Zone Change, Use Permit, Design Review, and environmental documents pursuant to the California Environmental Quality Act ("CEQA"). All of the above shall be referred to collectively as the "Project." C. To provide the City with the professional project management, CEQA and legal advice and information necessary for the City's review process concerning the development of the Property and review and approval of the Project,it is necessary for the City to retain the professional services of environmental consultants and legal counsel ("Consultants"). D. As a condition to the City's completion of the review process, the Applicant has agreed to reimburse the City for the Consultants' costs and expenses related to the City's review process in the manner and amounts set forth in this Agreement. The Applicant's reimbursement of City under this Agreement will ensure that the City has the necessary resources to diligently and efficiently process the Applicant's Project. AGREEMENT NOW, THEREFORE, in consideration of the following mutual promises and agreements, City and Applicant agree•as follows: 1 Incorporation of Recitals. The parties agree that the Recitals constitute the factual basis upon which the City and the Applicant have entered into this Agreement. The City and the Applicant each acknowledge the accuracy of the Recitals and agree that the Recitals are incorporated into this Agreement as though fully set forth at length. -2- 2. City to Retain Consultants. As a necessary and indispensable part of its fact finding process relating to the review of the Applicant's proposed uses of the Property,the City shall retain the services of Consultants as set forth in Section 4 of this Agreement to provide advice as the City may deem necessary in its reasonable and sole discretion. The scope of work of the Consultants for the Project is attached hereto as Exhibit "B". The City reserves the right, in its reasonable and sole discretion, to amend the scope of work as it deems necessary and appropriate where such amendments are reasonably necessary and related to the City's proper review and consideration of the Applicant's Project. The Applicant agrees that,notwithstanding the Applicant's reimbursement obligations under this Agreement,Consultants shall be the contractors exclusively of the City and not of the Applicant. Except for those disclosures required by law including, without limitation, the Public Records Act, all conversations, notes, memoranda, correspondence and other forms of communication by and between the City and its Consultants shall be, to the extent permissible by law, privileged and confidential and not subject to disclosure to the Applicant. The Applicant agrees that it shall have no claim to, nor shall it assert any right in any reports, correspondence, plans, maps, drawings, news releases or any and all other documents or work product produced by the Consultants. 3. Cooperation By and with Consultants. The Applicant agrees to cooperate in good faith with the Consultants. The Applicant agrees that it will instruct its agents, employees, consultants,contractors and attorneys to reasonably cooperate with the Consultants and to provide all necessary documents or information reasonably requested of them by the City and/or the Consultants;provided,however,that the foregoing shall not require the disclosure of any documents or information of the Applicant which by law is privileged, proprietary, confidential, and exempt from disclosure under the Public Records Act. In addition,the City agrees to instruct Consultants to cooperate and coordinate with the Applicant on a routine and ongoing basis with respect to,among other things,.its fact-finding, technical approach and standards, analysis, and conclusions, and to consider in good faith any concerns identified by the Applicant. 4. City's Selection of Consultants. The City has retained the following as Consultants pursuant to this Agreement: Legal Counsel—Best Best& Krieger LLP Project Management and CEQA Review—To Be Determined 5. Applicant's Reimbursement of Costs and Expenditures. The Applicant shall reimburse the City for one hundred percent(100%)only of the actual costs and expenditures incurred by the City relative to the Consultant costs("Costs".) The City has preliminarily reviewed the scope of work required and has estimated the aggregate Costs to be approximately One Hundred Fifty Thousand Dollars($150,000.00)("Estimated Costs"). Within ten(10)calendar days of the execution of this Agreement, the Applicant shall submit a deposit in the amount of Ten Thousand Dollars ($10,000.00) to cover the Estimated Costs. City shall not exceed the Estimated Costs without Applicant's prior written approval. The City may incur aggregate Costs up to the Estimated Costs, subject to the reasonable approval of the -3- a Applicant. The City shall use reasonable good faith efforts to consult with the Applicant prior to amending the scope of services to be provided by the Consultants and incurring Costs that exceed the Estimated Costs("Excess Costs"). The Applicant's obligation to reimburse the City for Excess Costs shall be contingent upon the City's providing the Applicant with written notice of the amendment of the scope of work to be performed by Legal Counsel and the estimated cost thereof prior to the commencement of work. The City shall not incur Excess Costs without the prior written approval of the Applicant. For purposes of this Section, the City shall be deemed to have consulted with the Applicant when the City has provided written notice to the Applicant that the City reasonably anticipates that it will incur, or has incurred, Excess Costs. If, after consultation, the Applicant disagrees with the City's incurring of Excess Costs,then the Applicant's sole and exclusive remedy will be to terminate this Agreement pursuant to Section 8 of this Agreement, subject to the Applicant's obligation to reimburse the City for all Costs incurred by the City prior to the date of termination,whether or not yet paid by the City to Consultants. 6. Payment of Reimbursement Amounts. Applicant shall ensure that adequate funds exist on deposit with the City to pay any and all invoices billed for the Project. When funds on deposit fall below Ten Thousand Dollars ($10,000.00),the City shall make written demand to the Applicant for additional funds to ensure future invoices can be paid. Within fifteen(15)days following receipt of written demand by the Applicant,the City shall provide the Applicant with such reasonable documentation as the Applicant may request to substantiate any demands for payment. Within ten(10)days after receipt of written demand by the City,the Applicant shall pay the City the amount demanded. 7. Term. The term of this Agreement shall commence on the date that this Agreement is approved by the City Council and fully executed by the parties and shall terminate when all work required has been completed to the City's reasonable satisfaction,and the Applicant has satisfied all of its obligations under this Agreement including,without limitation,the obligation to reimburse the City for Estimated Costs and Excess Costs,whether or not paid by the City to Consultant prior to the date of termination. The Applicant's obligation to reimburse the City as provided in this Agreement shall survive the termination of this Agreement pursuant to Section 8. 8. Early Termination. The City may terminate this Agreement prior to the term set forth in Section 7 above, without cost or liability to the City,upon thirty(30)days prior written notice to the Applicant. The Applicant may in its reasonable and sole discretion terminate this Agreement prior to the end of the term set forth in Section 7 above upon thirty(30)days'prior written notice to the City; provided, however, that the Applicant has satisfied all of its obligations under this Agreement to date of termination regarding reimbursement to the City of both Estimated Costs and Excess Costs and, furthermore, that the Applicant has given City written notice withdrawing its application(s) for the Project. -4- s Within two (2) City working days following either the City's decision to terminate this Agreement or the City's receipt of written notice indicating the Applicant's decision to terminate this Agreement,the City shall notify Consultant and instruct them to cease work. Legal Counsel shall be instructed to bill the City for any work completed prior to the date of termination. 9. Assi nability. This Agreement may not be assigned by either party without the prior and express written consent of the other party,which consent shall not be unreasonably withheld. In determining whether to approve a request by the Applicant to assign this Agreement,the City may consider,among other things,the proposed assignee's financial status and commitment to the Project. Any attempted assignment of this Agreement not in compliance with the terns of this Agreement shall be null and void and shall confer no rights or benefits upon the assignee. 10. No Oral Modifications. This Agreement represents the entire understanding of the City and the Applicant and supersedes all other prior or contemporaneous written or oral agreements pertaining to the subject matter of this Agreement. This Agreement may be modified only by a writing signed by the authorized representatives of both the City and the Applicant. All modifications to this Agreement must be approved by the City Council of the City of Azusa. 11. Binding Upon Successors. This Agreement shall be binding upon the City, the Applicant and their respective officers, elected officials, employees, agents, contractors, and permitted successors and assigns. 12. Legal Challenges. Nothing herein shall be construed to require City to defend any third party claims and suits challenging any action taken by the City with regard to any procedural or substantive aspect of the City's approval of development of the Property,the environmental process, or the proposed uses of the Property. The Applicant may, however, in its sole and absolute discretion appear as real party in interest in any such third party action or proceeding, and in such event, it and the City shall defend such action or proceeding and the Applicant shall be responsible and reimburse the City for whatever legal fees and costs,in their entirety,including actual attorneys' fees,which may be incurred by the City in defense of such action or proceeding. The City shall have the absolute right to retain such legal counsel as the City deems necessary and appropriate and the Applicant shall reimburse the City for any and all attorneys'fees and costs incurred by the City as a result of such third party action or proceeding. The City agrees to cooperate with the Applicant to provide for the efficient and cost-effective defense of any third-party claims,consistent with the best interests of the City. Notwithstanding the foregoing, Applicant may, at any time, notify City in writing of its decision to terminate such reimbursement obligation and, thereafter, in the event that the City decides to continue the defense of such third party action or proceeding, Applicant shall have no further obligation to reimburse City for its attorney fees and costs. 13. Attorneys'Fees. In the event that any action or proceeding, including arbitration,is commenced by either the City or the Applicant against the other to establish the validity of this Agreement or to enforce any one or more of its terms, the prevailing party in any such action or proceeding shall be entitled to recover from the other, in addition to all other legal and equitable remedies available to it,its actual attomeys'fees and costs of litigation,including,without limitation, -5- 6 filing fees, service fees,deposition costs, arbitration costs and expert witness fees,including actual costs and attorneys' fees on appeal. 14. Jurisdiction and Venue. This Agreement is executed and is to be performed in the City of Azusa,Los Angeles County,California,and any action or proceeding brought relative to this Agreement shall be heard in the appropriate court in the County of Los Angeles, California. The City and the Applicant each consent to the personal jurisdiction of the court in any such action or proceeding. 15. Severability. If any term or provision of this Agreement is found to be invalid or unenforceable,the City and the Applicant both agree that they would have executed this Agreement notwithstanding the invalidity of such term or provision. The invalid term or provision may be severed from the Agreement and the remainder of the Agreement may be enforced in its entirety. 16. Headings. The headings of each Section of this Agreement are for the purposes of convenience only and shall not be construed to either expand or limit the express terms and language of each Section. 17. Representations of Authority. Each party signing this Agreement on behalf of a party which is not a natural person hereby represents and warrants to the other parry that all necessary legal prerequisites to that party's execution of this Agreement have been satisfied and that he or she has been authorized to sign this Agreement and bind the party on whose behalf he or she signs. 18. Notices. Notices required under this Agreement shall be sent to the following: If to the City: City of Azusa 213 East Foothill Blvd. Azusa, CA 91702-1295 Attn: City Manager Fax: (626) 334-6358 If to the Applicant: Azusa Land Reclamation Company, Inc. 766 S. Ayon Azusa, CA 91702 Attn: Michael Hammer Fax: (626) 812-0801 Notices given pursuant to this Agreement shall be deemed received as follows: -6- (1) If sent by United States Mail - five (5) calendar days after deposit into the United States Mail, first class postage prepaid. (2) If by facsimile-upon transmission and actual receipt by the receiving parry. (3) If by express courier service or hand delivery - on the date of receipt by the receiving party. The addresses for notices set forth in this Section 18 may be changed upon written notice of such change to either the City or the Applicant, as appropriate. [SIGNATURES ON FOLLOWING PAGE] -7- s Dated: CITY OF AZUSA a California municipal corporation By: City Manager ATTEST: By: City Clerk APPROVED AS TO FORM: City Attorney Dated: APPLICANT By: -8- i Exhibit "A" Legal Description of the Property 9 a Exhibit "B" Scope of Services Best Best & Krieger LLP—Legal services: review and comment on all environmental documents including, but not limited to, analysis prepared by consultants and City staff respond to comments, questions, and issues generated by Applicant, City staff, consultants or the general public; attend meetings related to all environmental documents and work. Project Management services: To be determined. Environmental Consultant—CEQA services: To be determined. P:\rPlanning\Entitlements\Waste Management MRF\Reimbursement Agreement for MRF Final.DOC -10- 4 ' �'1'OF'12G . RR O u - CITY OF AZUSA MINUTES OF THE CITY COUNCIL REGULAR MEETING MONDAY,FEBRUARY 2,2009—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 East Foothill Boulevard,Azusa,CA,91702. CEREMONIAL Ceremonial Certificates of appreciation were presented to the following for their help during the holiday food drive: Certificates Azusa Unified School District - all schools, MOT, Elaine Dominguez, Knights of Columbus Manresa of Appreciation Council 3522, Coordinating Council, Christbridge Academy, CCD, Chamber of Commerce; Toy Drive: Holiday Food/ Canyon City Car Club,Robert Gonzales,Mike Milton,Kohl's,PT Cruisers,Jim Hill and the drivers who Toy Drive picked up the food from the various locations. Proclamation to John Dierking for Services to the City as a Planning Commissioner was not presented; it Proclamation will be delivered to him. J.Dierking CLOSED SESSION Closed Sess The City Council recessed to Closed Session at 7:06 p.m.to discuss the following: Recess 1. REAL PROPERTY NEGOTIATIONS(Gov.Code Sec 54956.8) Real Prop Agency Negotiators: City Manager Delach and Assistant City Manager Makshanoff Negotiations Under Negotiation: Price and Terms of Payment Address: Negotiator: a. 858 N.Azusa Ave.Unit#A,Azusa,CA Stop 4 Water(Business Owner-MS LY C.Chong) 858 N.Azusa b. 858 N.Azusa Ave.Unit#D,Azusa,CA Stu Nails(Business Owner—My Nguyen&Peter Che) ATLANTIS GARDENS Atlantis Gardens Address: Negotiator: - - c. 606 Glenfrman Avenue,Azusa,CA Martha&Filemon Barrientos d. 618 Glenfinnan Avenue,Azusa,CA Ramirez Gilbert Trust e. 629 Glenfinnan,Azusa,CA Edgardo and Neneth S.Arce f. 630 Glenlinnan,Azusa,CA Mario&Nerelys Acosta g. 641 Glentinnan Avenue,Azusa,CA Gonzalo Cruz h. 644 Glenfmnan Avenue,Azusa,CA Judy&Darrol Holm - i. 601 N.Cedarglen Avenue,Azusa,CA Lupe Rubio j. 615 N.Cedarglen Avenue,Azusa,CA Lupe Rubio k. 616 N.Cedarglen Avenue,Azusa,CA Louis P.Roman 1. 627 N.Cedarglen Avenue,Azusa,CA E R Cedarglen LLC in. 628 N.Cedarglen Avenue,Azusa,CA Guillermo Martinez n. 630 N.Cedarglen Avenue,Azusa,CA Lupe Rubio o. 627 E.Lime Street,Azusa;CA Augustine A.Juarez 2. CONFERENCE WITH LABOR NEGOTIATOR(Gov.Code Sec 54957.6) Conf w/labor Agency Negotiators: City Manager Delach and Assistant City Manager Makshanoff Negotiator Organizations Executive Contracts The City Council reconvened at 7:38 p.m. There was no reportable action taken in Closed Session at this Reconvened time and remaining items will be discussed at the end of the meeting. Mayor Rocha called the meeting to order. Call to Order. Ms.Veronica Verdugo led in the Salute to the Flag. Flag Salute INVOCATION was given by Reverend Rick Mac Donald of Azusa House of the Nations Invocation ROLL CALLr Roll Call PRESENT: COUNCILMEMBERS: GONZALES,CARRILLO,MACIAS,HANKS,ROCHA ABSENT: COUNCILMEMBERS: NONE ALSO PRESENT: Also Present City Attorney Carvalho, City Manager Delach, Assistant City Manager Makshanoff, Azusa Police Chief Garcia, Economic and Community Development Director Christianson, Assistant Community Development Director McNamara,Director of Public Works/Assistant City Manager Haes,City Treasurer Hamilton, Public information Officer Quiroz, Administrative Services Director-Chief Financial Officer Kreimeier,Library Director Tovar,City Clerk Mendoza,Deputy City Clerk Toscano. PUBLIC PARTICIPATION Pub Part Ms. Robin Russek expressed concern regarding Dalton School student pick-up area tmffic and traffic R.Russek congestion at Citrus and Foothill; she offered suggestions for resolution and traffic solutions. She also Comments announced the Relay for Life at APU on April 25"and 26'Gom 9 a.m.to 9 a.m;fust meeting will be held Traffic and on 214/09 in the Library Auditorium at 7 p.m., for more information call 712-6302. Relay for Life Mr. Nick Rosales addressed Council with concerns regarding the transparency of government and N.Rosales structured questions at the recent candidate's forum and lack of advertisement Comments by the City.. He expressed the need for the City to enhance its technology. He also expressed concern regarding graffiti and vandalism south of Third and Dalton. Ms. Karen Nutt of the Homework House invited all to the Annual Spring Live and Silent Auction on K.Nutt Friday,March 6,2009,at 7:00 p.m.at the Azusa Pacific University Turner Campus Center. Comments Mr. Steven Juarez President Azusa National Little League invited Council to Opening Day on Saturday, S.Juarez March 14,2009 and thanked Council for the quick response to graffiti problems. Comments Mr.Art Morales addressed Council announcing that tomorrow between 6-2 p.m.Denny's Restaurants will A.Morales ', have a free grand slam;the success of the fund miser of Eddie Alvarez dinner and requested people vote for Comments Mr.Alvarez for Council. Mr. Dennis Willut addressed Council expressing his opinion regarding comments at the last Council D.Willut �i meeting;forms;Ranch Market;the economy; and credit card interest rates. Comments Mr. David Casarrubias of Gladstone Cheer requested information regarding the possibility of having a D.Casartubias fireworks booth in order to help with cost for Cheer Camp. Comments City Attorney Carvalho responded to question regarding advertising of events stating that a rule regarding City Attorney use of public facilities is that the city cannot spend money to support candidates and the foram was Comments sponsored by the Chamber of Commerce. Discussion was held regarding the issue of Fireworks: existing ordinance, list of organizations that hold Discussion current permits and that staff and Mayor will meet with school staff to discuss the matter. Fireworks REPORTS-UPDATES COUNCIL BUSINESS AND ANNOUNCEMENTS-STAFF Rpts/Updates City Manager Delach stated that due to recent decline in fuel cost Athens Services have voluntarily rolled City Manager back their cost. He announced the Sharps Program where the City will be providing containers for Comments disposal of needles which can be obtained from Azusa Light and Water. Moved by Mayor Pro-Tem Carrillo, seconded by Councilmember Hanks and unanimously carried to Cert of Ree approve request for certificates of recognition for two members of the Azusa Boxing Club who won silver Azusa Boxers medals in competition. Moved by Councibnember Gonzales, seconded by Mayor Pro-Tem Carrillo and Sponsorships unanimously carred to approve request for two $100 sponsorships to both Boxers to help defray cast for competition to be held in Kansas. Moved by Councilmember Gonzales, seconded by Mayor Pro-Tem Carrillo and unanimously carred to approve$100 sponsorship to Maribel Correa of Gladstone Choir. Moved by Mayor Pro-Tem Carrillo, seconded by Councilmember Hanks and unanimously carried to Proc to approve request for proclamation to Ms.Gale Ortega in honor of her retirement after 40 years of service to G.Ortega the Azusa Unified School District,to be presented the fust meeting in March. Mayor Pro-Tem Carrillo suggested that persons speaking about the City at the podium,research the validity Carrillo of comments made,by contacting staff/council with questions. Comments 02/02/09 PAGE TWO "r ,r Councilmember Macias announced that Council is in receipt of the draft FIR from the State Department of Macias - Transportation for the possible re-opening of Highway 39 to Route 2.He stated that they will be having a Comments hearing on February 24,2009 at the Azusa Senior Center from 6:00 p.m.—8:30 p.m.and requested that the City adopt a resolution at the next meeting in favor of the re-opening. He also announced that the Azusa Heiping Hand will be celebrating its 40'Anniversary on April 17,2009 from 6:00 p.m.—11:00 p.m.at the Azusa Woman's Club;he asked that a proclamation be prepared in honor of the event. Councilmember Gonzales announced that on Wednesday, February 04, 2009, at 6:30 p.m. at the City Gonzales Library he is hosting a workshop on his Safe House Program where information will be provided on Comments criteria,and background of the program. He stated that this will insure walking routes for children coming to from school safety. He announced a fundraiser for the Pena Family at Max's Restaurant on February 11,2009 from 5:00 p.m.—9:00 p.m. Councilmember Hanks requested sponsorship for$100 sponsorship for Maribel Correa of Gladstone Choir Hanks which was approved along with the other sponsorships earlier in the meeting. Comments Public Works Director/Assistant City Manager Haes announced that the City has arranged for T.Haes transportation for residents in the area of Ranch Market to be taken to Stater Brothers Monday—Friday at Comments 10 a.m.,2 p.m. and 5:20 p.m. and on Saturday from 10 a.m. — 1 p.m. every half hour and on Monday— Friday there will be a second pick up at the Senior Center. Pick up times will be posted at both locations. Mayor Rocha requested that the meeting be adjourned in memory of Eddie Rubio. He announced tree Rocha planting on Saturday,February 7'"at the n/w comer San Gabriel and Sierra Madre.. He stated that Azusa is Comments in its 6'"Year of being designated a Tree City by the Arbor Day Foundation; he noted standards. He announced on Saturday,February 7,2009 from 10 a.m.—12 p.m,at the Senior Center there will be a"Meet &Greet for the City Council,City Clerk and City Treasurer candidates and on February 11,2009 at 9:45 a.m.there will be a Ribbon Cutting for the new fresh&easy. SCHEDULED ITEMS Sched Items City Manager Delach presented the proposed ordinance stating that as a result of AB 2987 which took City Manager franchising of local cable television operation from local government and placed it with State government, Comments it relieved the cable television company of the responsibility to maintain local origination programming. The ordinance is in compliance with State Law which will allow an increase fee of 1% to help the City defray the cost of doing those services. Councilmember Hanks offered an Ordinance entitled: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF AZUSA, CALIFORNIA,AMENDING I"Rdg Ord THE AZUSA MUNICIPAL CODE TO ADD AN ARTICLE REGARDING THE ESTABLISHMENT OF Establish FRANCHISE FEES, PUBLIC ACCESS SUPPORT FEES AND CUSTOMER SERVICE PENALTIES Franchise Fee FOR STATE FRANCHISE HOLDERS PROVIDING VIDEO SERVICE WITHIN THE CITY OF Public Access AZUSA. &Cast Svs Moved by Councilmember Hanks,seconded by Councilmember Macias and unanimously carried to waive further reading and introduce ordinance. - The CONSENT CALENDAR consisting of Items D-1 through D-12 was approved by motion of Consent Calendar Councilmember Gonzales, seconded by Mayor Pro-Tem Carrillo and unanimously carried with the exception of items D-1,and D-10,which were considered under the Special Call portion of the Agenda. 1. The minutes of the regular meeting of January20,2009,and Special Meeting of January 12, 2009, Min appvd Abstn were approved as written. Councilmembers Hanks and Gonzales abstained from the first meeting. Hanks/Gonzales 2. Human Resources Action Items were approved as follows: HR Action Items Merit Increase and/or Regular Appointments:P.Adame,M.Czamota,A.Solis. Flex Staling: Mark Bowman,Water Production Operator. 3. The City Treasurer's Report as of December 31,2008,was received and filed. Tress Rpt 4. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA, CALIFORNIA, Res.09-C 10 DECLARING HAZARDOUS BRUSH, DRY GRASS, WEEDS,COMBUSTIBLE GROWTH OR Weed Abatement FLAMMABLE VEGETATION, TO INCLUDE ORNAMENTAL VEGETATION, IN THE CITY Improved OF AZUSA A SEASONAL AND RECURRING NUISANCE,AND SETTING THE DATE AND Properties TIME OF FEBRUARY 17, 2009, AT 7:30 P.M., TO CONDUCT A PROTEST HEARING FOR AFFECTED PROPERTY OWNERS BEFORE THE CITY COUNCIL. 5. Approval was given to authorize staff to solicit bids for the following Capital Improvement Projects: Solicit Bids for 2nd Floor City Hall Remodel (11006A) and "Light" Building Remodel (73009F). Approve the Remodel 2'"FI consolidation of both Capital Improvement Projects(11006A&73009F); both projects are funded Remodel&Light from the Public Works Endowment Fund. Bldg at Yard 02/02/09 PAGE THREE 6. Approval was given to award a contract to Superior Alarm System Inc.,in the amount of$15,076.16 Superior Alarmt for a security access system at the City Yard. Inc. 7. Approval was given for two Notices of Completion for the following projects and staff was NOC Painting authorized to file the Notices of Completion with the Los Angeles County Clerk: Painting of the RR Bridge& Railroad Bridge-$26,500-Southwest Coatings,and Painting of the City Logo,Route 66 Logo,and City Logo Lettering&Striping-$17,500-Creative Graphics. 8. Staff was authorized to solicit proposals to obtain topographic survey and mapping services for RFP Mapping Foothill Boulevard between Todd Avenue and Orange Avenue. Services 9. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA APPROVING THE LOS Res.09-C 11 ANGELES REGIONAL INTEROPERABLE COMMUNICATIONS SYSTEMS (LA-RICS) LA-RICS JOINT POWERS AGREEMENT(JPA)THUS AUTHORIZING T14E CITY'S MEMBERSHIP IN JPA THE LA-RICS AUTHORITY; AND AUTHORIZING THE CITY MANAGER TO EXECUTE THE JPA AGREEMENT. Approval was given to direct Staff to report back on the status of the LA- RICS Authority prior to the adoption of the funding plan with a recommendation on whether to continue the City's membership in the JPA at that time. 10. SPECIAL CALL ITEM. Spec Call 11. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA DECLARING ITS Res.09-C13 SUPPORT FOR LA WORKS' CONTINUED MANAGEMENT AND OPERATION OF Supportof WORKFORCE INVESTMENT ACT PROGRAMS IN THE EAST SAN GABRIEL VALLEY Workforce Investment Act 12. The following resolution was adopted and entitled: WIA A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA ALLOWING CERTAIN Res.09-C14 CLAIMS AND DEMANDS AND SPECIFYING THE FUNDS OUT OF WHICH THE SAME Warrants ARE TO BE PAID. - SPECIAL CALL ITEMS Spec Call Items Mayor Pro-Tem addressed item regarding support of the NFL stadium in the City of Industry noting that Carrillo-Rocha there are many benefits in the City,Valley and Region. Mayor Rocha advised that there was not enough Comments information and he would be abstaining from the item. Mayor Pro-Tem Carrillo offered a Resolution entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA,CALIFORNIA DECLARING Res.09-012 ITS SUPPORT FOR THE CONSTRUCTION OF A NATIONAL FOOTBALL LEAGUE (NFL) Support of NFL STADIUM IN INDUSTRY,CALIFORNIA. Stadium Industry THE CITY COUNCIL RECESSED AND THE REDEVELOPMENT AGENCY CONVENED AT CRA Convene 5:34 P.M. THE CITY COUNCIL RECONVENED AT 8:35 P.M. Cool reconvened _ The City Council recessed to Closed Session at 8:35 p.m. and reconvened at 9:20 p.m. and there was no Closed Session reportable action taken. Rec/Reconvened It was consensus of Councilmembers to adjourn in memory of Eddie Rubio. Adjourn in Memoryof. Eddie Rubio UPCOMING MEETINGS: Upcoming Meetings February 17,2009(Tuesday)City Council Meeting-6:30 p.m.(Auditorium) February 23,2009,Utility Board Meeting-6:30 p.m. March 2,2009,City Council Meeting-6:30 p.m.(Auditorium) March 16,2009,City Council Meeting-6:30 p.m.(Auditorium) TIME OF ADJOURNMENT: 9:21 PAL CITY CLERK NEXT RESOLUTION NO.2009-C15. NEXT ORDINANCE NO.2009-01. 02/02/09 PAGE FOUR to *b U � A 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 MANAGER4V,v2 DATE: FEBRUARY 17, 2009 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 February 10,2009,the Personnel Board confirmed the following Department Head recommendation regarding the following Personnel Action requests. A. MERIT INCREASE AND/OR REGULAR APPOINTMENT: DEPARTMENT' NAME CLASSIFICATION ACTION/EFF RANGE/STEP DANE BMO.SALARY PD Robert Landeros Police Officer Merit Increase 6101/5 01/17/2009 $6403.82 PD Amelia Magana Police Dispatcher Regular Appt. 9166/02 01/07/2009 $3838.61 PD Lauren Police Dispatcher Merit Increase 9166/2 Samamaria 12/23/2008 $3838.61 B. NEW APPOINTMENT: The following appointments have been requested by department heads pursuant to the Rules of The Civil Service S stem. DEPARTMENT NAME CLASSIFICATION EFFECTIVERANGE/STEP tDATE BASE MO SALARY PD Steven Martinez Police Officer Pending Physical 4184/2 $4388.29 C. PROMOTIONS: The following promotion(s) have been requested by the Department Head and are being made in accordance with the Ci of Azusa Rules of the Civil Service System. DEPARTMENT 11VAME qC� L'OASSIFICATION `I FFECTIYE RANGE/STEP ;aj 1 FROM%TO rDATE BASE�MO S Y PD John Momot From: Police Lieutenant 02/18/2009 3482/3 To: Police Captain $10521.33 FISCAL IMPACT There is no fiscal impact, as positions listed are funded in approved department budgets. r 6 r l U v; "tutn� CONSENTITEM TO: THE HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: JAMES MAKSHANOFF, ASSISTANT CITY MANAGER VIA: F. M. DELACH, CITY MANAGER)00 DATE: FEBRUARY 17, 2009 SUBJECT: HWY 39 RE-OPENING RESOLUTION OF SUPPORT RECOMMENDATION That the City Council adopts the attached resolution in support of re-opening Highway 39. BACKGROUND Since 1978 Highway 39 has been closed at Snow Springs north of Azusa due to a massive landslide. The State distributed an Environmental Impact Report (EIR) that address's the re-opening of Hwy 39. This would be a two-phase project if approved. The first phase would be to re-open the road from mile marker 40.00 to 41.60 and from 43.00 to 44.44. The second phase would be to re-open the road from mile marker 41.60 to 43.00. At a recent City Council meeting, Council-member Macias requested that staff bring forth a resolution in support of re-opening Hwy 39 (attachment"A"). On February 24, 2009 at 6 PM Caltrans will be hosting a community meeting at the City of Azusa's Senior Center to take community input regarding this project. Staff has been in contact with the Azusa Chamber of Commerce and the Chamber is very supportive of the possible re-opening of Hwy 39. Some of the benefits of re-opening Hwy 39 are listed below: • Re-opening of Highway 39 will restore an important corridor for care and protection of the Angeles National Forest including access for watershed protections, wildfire and other emergency vehicles. • Re-opening of Highway 39 will alleviate traffic congestion and associated problems that have resulted from traffic and recreationists being "bottled up"in the Canyon. ti • Re-opening of Highway 39 will restore an additional exit from the Canyon which is extremely important for evacuation of the residents and visitors to the Canyon in case of fire, flood, or other emergencies. • Re-opening of Highway 39 will restore access to the Angeles Crest Scenic Byway (State Route 2) and opportunities for residents of the City to have access to places of peace and solitude which enhance their quality of life. FISCAL IMPACT None at this time. s j 1 w RESOLUTION A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA DECLARING ITS SUPPORT FOR STATE HIGHWAY PROJECTS TO REOPEN STATE HIGHWAY 39 THROUGH TO STATE ROUTE 2 AND ENCOURAGING THE STATE OF CALIFORNIA TO PROCEED WITH ALL DUE HASTE TO FUND AND MAKE ADEQUATE REPAIRS TO INSURE THE HIGHWAY IS REOPENED AT THE EARLIEST POSSIBLE DATE THE CITY COUNCIL OF THE CITY OF AZUSA DOES HEREBY RESOLVE AS FOLLOWS: WHEREAS,the Northerly portion of Highway 39 from Crystal Lake to State Route 2 has been closed to public travel since 1978 to the detriment of residents and businesses of this City; and WHEREAS, the reopening of Highway 39 to State Route 2 will restore and enhance commercial opportunities within the City;and WHEREAS,the reopening of Highway 39 will restore important access to ski areas and other recreational opportunities in the Angeles National Forest for the residents of this City and other cities in the San Gabriel Valley;and WHEREAS, the reopening of Highway 39 will restore an important alternate route for access to and from this City in the event of major earthquakes or other natural disasters; and WHEREAS, the reopening of Highway 39 will restore an important corridor for care and protection of the Angeles National Forest including access for watershed protections,wildfire and other emergency vehicles;and WHEREAS, the reopening of Highway 39 will alleviate traffic congestion and associated problems that have resulted from traffic and recreationists being"bottled up"in San Gabriel Canyon with both entry and exit to the Canyon being through the City of Azusa; and WHEREAS, the reopening of Highway 39 will restore an additional exit from San Gabriel Canyon which is extremely important for evacuation of the residents and visitors to the Canyon in case of fire, flood, or other emergencies; and WHEREAS,the reopening of Highway 39 will restore access to the Angeles Crest Scenic Byway (State Route 2)and opportunities for residents of the City to have access to places of peace and solitude which enhance their quality of life;and WHEREAS,the repair and reopening of Highway 39 will reduce the adverse environmental impacts that have affected the natural resources,water quality,and National Wilderness adjacent to the closed segment; and NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AZUSA DOES RESOLVE AS FOLLOWS: Section 1. The City Council of the City of Azusa does support the reopening of Highway 39 through to State Route 2 and does encourage the State of California to proceed with all due haste to fund and make adequate repairs to ensure Highway 39 is reopened at the earliest possible date. Section 2. The City Clerk shall certify to the adoption of this Resolution. MAYOR Y OF F 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: FEBRUARY 17, 2009 SUBJECT: AUTHORIZATION TO SOLICIT REQUEST FOR PROPOSALS — TOPOGRAPHIC SURVEY AND MAPPING SERVICES FOR THE INTERSECTION OF FOOTHILL BOULEVARD AND ALOSTA AVENUE, RECOMMENDATION It is recommended that the City Council authorize staff to solicit proposals to obtain topographic survey and mapping services for the intersection of Foothill Boulevard and Alosta Avenue. BACKGROUND The intersection of Foothill Boulevard and Alosta Avenue, including Rockvale Avenue, is in need of improvements to enhance the flow of traffic. The intersection, as currently designed, restricts motorists on Foothill Boulevard to turn onto Alosta Avenue. Motorists have to either make a mid-block u-turn west of the intersection or a left turn prior to the intersection onto Rockvale Street to make a left turn onto Alosta Avenue. Both of these movements are at uncontrolled locations. Furthermore, traffic waiting at the signal to head east on Foothill Boulevard backs up into the traffic lanes on Alosta Avenue affecting traffic by causing weaving and/or motorists stopping in the through lane on Alosta Avenue. In order to alleviate the intersection's poor traffic flow characteristics, the Engineering Division requires topographic survey and mapping services to prepare conceptual, preliminary and final contract documents for the construction of street improvements, modifications to the existing traffic signal and potentially new traffic signals at the Foothill Boulevard and Alosta Avenue and Rockvale Avenue Intersections. FISCAL IMPACT The estimated cost for. this work is $35,000. Funds for the topographic survey and mapping services are available from CIP #65108B. Attachment: Request for Proposal — Topographic Survey and Mapping Services for the intersection of Foothill Boulevard and Alosta. CITY OF AZUSA REQUEST FOR PROPOSALS NOTICE IS HEREBY GIVEN that separate e sealed bids will be received at the Ci of Azusa P City City Clerk's Office, 213 E. Foothill Blvd., Azusa, CA 91702, California, phone (626) 812-5229 until 10:00 a.m. on March 25, 2009, at which time they will be opened and reviewed for the provision of the following: "REQUEST FOR PROPOSAL—TOPOGRAPHIC SURVEY AND MAPPING SERVICES FOR FOOTHILL BOULEVARD AND ALOSTA AVENUE INTERSECTION" All proposals must be sealed and clearly identify the bidder's name, and address. The City of Azusa hereby notifies all bidders that it will affirmatively insure that in any contract entered into pursuant to this invitation, the City will not discriminate against any bidder on the grounds of race, color, sex, or national origin in consideration for the award. All persons responding to this invitation shall be aware that their bids are deemed public records and may be subject to disclosure upon request. The City reserves the right to reject any or all proposals, to waive any informality or irregularity in any bid received, and to be the sole judge of the merits of the bids received. CITY OF AZUSA DATED: February 17, 2009 PUBLISH: February 18, 2009 PRE-BID MEETING: March 4, 2009 CLOSING: March 25, 2009 I e I REQUEST FOR PROPOSALS TOPOGRAPHIC SURVEY AND MAPPING SERVICES FOR FOOTHILL BOULEVARD AND ALOSTA AVENUE INTERSECTION A. BACKGROUND The intersection of Foothill Boulevard and Alosta Avenue, including Rockvale Avenue is in need of traffic and street improvements. In order to support design, the Engineering Division requires topographic survey and mapping services to prepare contract documents for the improvements at the Foothill Boulevard and Alosta Avenue Intersection. B. SCOPE OF WORK The City of Azusa hereby solicits proposals from qualified firms to provide topographic survey and mapping services for Foothill Boulevard and Alosta Avenue Intersection. The work shall include the following: a. Topographic Survey • Survey limits: Foothill Boulevard from Cerritos Avenue to 300 feet east of Rockvale Avenue; Rockvale Avenue from Foothill Boulevard to Sixth Street; Alosta Avenue from Foothill Boulevard to 400 feet east of Rockvale Avenue; and the triangle bounded by Foothill Boulevard, Alosta Avenue, and Rockvale Avenue. Show public right of way and property lines. Establish centerline and centerline street stationing. Obtain elevations along cross sections at 50 ft intervals including centerline (CL), edge of gutter (EG), flow line (FL), top of curb (TC), and back of walk (BW). If a median is present within the cross section, provide top of curb and finish surface elevations. BW TC CL Ft, EG Obtain topographic features such as driveways, poles, fire hydrants, etc. • Identify location, type, size, and material of all utilities within the project limits. Page 2 • Show location, type, and size of trees within the project limits. b. Technical Requirements • Survey shall be mapped at a scale of 1" = 40'. • Data shall be provided in State Plan Coordinates (NAD83), Zone 5. • All drawings shall be done in AutoCAD 2009 ".dwg" format. • Cross sections shall be stationed and plotted on 24"x 36" sheets. Provide dimensions, elevations, and cross slopes on sections. Scale shall be I"=40' horizontal, and 1"=4' vertical. • Final documents shall be submitted to the City in the following form: • Sheet size shall be 24" x 36". • Two (2) stamped and signed complete sets on bond. • Two (2) CD-ROM's containing each drawing file in ".dwg" format and the point data files. c. Submission Schedule • Final submittal shall be due within six (6) weeks of contract award. C. PRE-BID MEETING A non-mandatory Pre-Bid Meeting will be held at the project site, at the parking lot triangle at the intersection of Foothill Blvd. and Alosta Avenue, Azusa, CA, 91702 on the following date and time: March 04, 2009 at 9:00 AM. Each and every Bidder can attend the Pre-Bid Meeting. Bids will be accepted from any bidder who did not attend the Pre-Bid Meeting. D. GENERAL TERMS AND CONDITIONS Accompanying this RFP is Appendix A, which contains a copy of the standard City contract the selected consultant will be required to sign for this project. Each prospective consultant is expected to review the general terms and conditions and acknowledge their acceptance of Appendix A in the Proposal Cover letter, or list their objections and requested revisions in the contract requirements for City's consideration. E. INSURANCE REQUIREMENTS Page 3 9 The selected Consultant shall maintain in force at all times during the performance of this contract the following insurance policies: a. Comprehensive General Liability, including contractual liability, products and completed operations and business automobile liability, all of which will include coverage for both bodily injury and property damage with a combined single limit of$2,000,000. The City shall be named as "additional insured" on all policies required to be furnished. b. Professional liability coverage with limits not less than $1,000,000 per occurrence and $2,000,000 aggregate. C. Workers' Compensation coverage at statutory limits. d. The consultant shall assume liability for the wrongful or negligent acts, en•ors and omissions of its officers, agents and employees and subcontractors, and have adequate insurance to cover such negligent acts, errors and omissions with limits of$2,000,000. F. DISADVANTAGED BUSINESS ENTERPRISE (DBE) PROGRAM PARTICIPATION REQUIREMENT The City of Azusa is committed to fulfilling the spirit and intent of the Disadvantaged Business Enterprise (DBE) Program regulations published under Title 49 CFR Part 26; Participation by Disadvantaged Business Enterprises in Department of Transportation Programs. It is the policy of the City of Azusa to ensure that disadvantaged business enterprises have equitable access to participate in all federally funded projects. Further, it is the policy of the City of Azusa to promote equal opportunity and nondiscrimination on the basis of race, color, sex, or national origin in the award and/or performance of any federally funded, or in the administration of its DBE program or the requirements of 49 CFR Part 26. While the City is not requiring a specific DBE participation on this contract, DBE participation may be required in future CIP contracts, which are federally funded. G. REQUIRED FORMAT FOR PROPOSAL SUBMITTAL Interested firms shall submit one (1) original and two (2) copies of sealed proposals which shall include the information outlined below and in the following order. Proposals shall not exceed 15 pages. Table of Contents Contents of proposal. Section 1: Cover Letter/Executive Summary Provide an executive summary emphasizing the strong points of the project team, qualifications and experience. The cover letter/executive shall be signed by a person Page 4 i with the official authority to bind the company. The cover letter/executive shall include the name, address, telephone number, title, and signature of the firm's contact person for this,proposal, and state that the submittal is valid for 90 days. Section 2: Approach Provide a narrative in which the firm delineates their understanding of what is being requested by the City of Azusa in this proposal including .the work they will accomplish for the City, noting any work items they believe should normally be accomplished under this request but not a part of this proposal. In addition, include the methodology, approach, or work plan, including timelines, which would be used to complete the project. Section 3: Project Team Qualifications and experience of staff assigned to the project. Section 4: Firm Qualifications Provide your firm's service capabilities, qualifications and experience related to this project. Section 5: References Provide 5 public agency references for similar assignments. Section 6: Insurance Provide a copy of firm's current insurance certificate. Section 7: Fee Proposal Sheet with "Not to Exceed"project cost. H. CONSULTANT SELECTION METHODOLOGY The City will select the most qualified consultant for contract negotiation. Negotiations regarding a fair and reasonable price will occur subsequent to consultant selection. Should the City be unable to obtain a fair and reasonable price through negotiations with the selected consultant, the City will enter into negotiations with the next highest qualified bidder and may award that contract if the parties are able to arrive at a fair and reasonable price. If that is unattainable, the City shall enter into negotiations with the next highest qualified bidder in sequence until an agreement is reached. The submittals will be evaluated based upon several factors. These factors include the format, Page 5 organization, and presentation, the qualification and experience of the project staff, and the experience in the processes and procedures of the involved regulations. I. QUESTIONS REGARDING THIS REQUEST All inquiries and responses to this proposal must be submitted in writing via e-mail to: Christina Curiel, Engineering Assistant ccurielgei.azusa.ca.us J. PROPOSAL SUBMITTAL PROTOCOL In order to be considered in the selection process, sealed bids must be received in the City Clerk's Office by 10:00 a.m. on March 25th, 2009, at which time they will be opened and reviewed. Late proposals will not be accepted. K. PRE-CONTRACTUAL EXPENSES IN RESPONDING TO THE RFP PREPARATION The City shall not be liable for any pre-contractual expenses incurred by any bidder or by any selected consultant. Each bidder shall protect, defend, indemnify, and hold harmless the City from any and all liability, claims, or expenses whosoever incurred by, or on behalf of, the entity participating in the preparation of its response to this Request for Proposals. Pre- contractual expenses are defined as expenses incurred by bidders and the selected consultant, if any, in: ■ Preparing and submitting information in response to this Request for Proposals. • Negotiations with the City on any matter related to this procurement. • Costs associated with interviews, meetings, travel or presentations • All other expenses incurred by a bidder/consultant prior to the date of award and a formal notice to proceed. The City reserves the right to amend, withdraw and cancel this request. The City reserves the right to reject all responses to this request at any time prior to contract execution. The City reserves the right to request or obtain additional information about any and all proposals. Page 6 APPENDIX A SAMPLE CONTRACT d Sample Contract, Page 1 r ab U C�bFORN 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 ,f'i fo DATE: FEBRUARY 17, 2009 !`"" SUBJECT: TAX SHARING RESOLUTION WITH LA COUNTY SANITATION DISTRICT: ANNEXATION NUMBER 397 (INTERPRETIVE CENTER) RECOMMENDATION: It is recommended that the City Council approve the attached Tax Sharing Resolution between the City and LA County Sanitation District number 22 in order to allow public sewer service for the Interpretive Center shown as Area 397 on the map attached to the Resolution. BACKGROUND: The newly renovated Interpretive Center must be annexed by the LA County Sanitation District number 22 to receive public sewer service for the expanded Canyon Water Treatment Plant. The property is fully described in the attached annexation document number 397 and it is not on public sewer currently and the annexation will allow it to be connected to the sewer line. The Sanitation District has prepared a tax sharing resolution for the annexation. The Resolution will allow the transfer of a total of 0.4646678 percent of the annual tax increment attributed to the land area encompassed within Annexation No. 397 to the District (combining contributions from all of the agencies that receive property tax proceeds). The resolution shows the complete breakdown of all percentages from various government entities to be transferred to the District. FISCAL IMPACT: The City of Azusa currently receives 16.8802% of the total property taxes paid to the County. As a new receiving agency, the inclusion of the Sanitation District in the property tax allocation table, the City's share of the property tax to be transferred t $' p p rty o the County Sanitation will be 0.001507133. The City's future property tax percentage will be reduced to 0.167295351 (.168802484 - .001507133 = .167295351). Attachments: 1. Letter from LA County Sanitation District Dated January 20,2009 2.Resolution WATER 1 RECURATJON =o,o W.e.ERAN.�ERENT COUNTY SANITATION . DISTRICTS OF LOS ANGELES COUNTY 1955 Workman Mill Road,Whittier,CA 90601-1400 Y, r L , CLERK Mailing Address: P.O.Box 4998, Whittier, CA 90607-4998 STEPHEN�R.LMAGUIN Telephone: [5621699-7411, FAX: (562) 6995422 ( � fn`ginran(,Ge�iemuManager Ww .lacsd.org January 20, 2009 General Annexation File Ms. Vera Mendoza, City Clerk g City of Azusa c v 213 East Foothill Boulevard Azusa,CA 91702 N n N —{ Dear Ms.Mendoza: j> n Tax Sharine Resolutionsa r- -. rn w � Thank you for signing and returning the last joint resolutions that were submitted your office for tax sharing purposes. i Enclosed, in triplicate, is a Joint Tax Sharing Resolution (resolution) involving your city and others. The applicant has requested, in writing, annexation of his property into County Sanitation District No. 22 (District) in order to receive off-site disposal of sewage. Please see the table below for the annexation and its associated project. The annexation process requires that a resolution for property tax revenue exchange be adopted by all the affected local agencies before an annexation may be approved. For any jurisdictional charige which will result in a special district providing new service not previously provided to an area, the, law'requires the governing bodies of all local agencies that receive an apportionment of the property tax from the area to determine by resolution the amount of the annual tax increment to be transferred to the special district (Revenue and Taxation Code Section 99.01). Please. note that by sharing the property tax increment with the District resulting from this annexation, your city will not lose any existing ad valorem tax revenue it currently receives from the affected territory. Your city would only be giving up a portion of the revenues it would receive on increased assessed valuation. Annexation No. Type ofProiect 22-397 a proposed interpretive center Also, attached for the annexation is a copy of the applicable worksheet and map showing the location of the annexation., The worksheet lists the annual tax increment to be exchanged between your city, other affected taxing entities, and the District. The tax sharing ratios listed in the worksheet were calculated by the County Auditor Controller by specific Tax Rate Area (TRA). For example, if the annexing territory were to lie within two separate TRAs, there would be a worksheet for each TRA. The Los Angeles County Chief Executive Office (CEO) is requiring the District to implement the worksheet for alt District annexations in order to increase efficiency for the calculation of property tax sharing ratios. The resolution is being distributed to all parties for signature in counterpart. Therefore, you will only be receiving a signature page for your city. Enclosed are three sets of the resolution. One set of the resolution is for your files 'and the other two sets of the resolution need to be returned to the District. Please execute the two sets of the resolution and return them to the undersigned within 60 days as required by the Government Code. In addition, the County CEO's legal counsel is also requesting that the }� DOC# 1195365 {y Recycled Pepar r Ms. Vera Mendoza 2 January 20, 2009 signature pages be properly executed from all affected agencies. Therefore, please have the Attest line signed by the appropriate person. Upon completion of the annexation process, your office will receive a fully executed copy of the tax sharing resolution for your files. Your continued cooperation in this matter is very much appreciated. if you have any questions, please do not hesitate to call me at (562) 908-4288,extension 2708. VS 1-y yours Stephen R. Maguin D �t Customer Service Specialist Facilities Planning Department DK:eg Enclosures: 22-397 a JOINT RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF LOS ANGELES ACTING IN BEHALF OF Los Angeles County General Los Angeles County Consolidated Fire Protection District Los Angeles County Flood Control THE BOARD OF DIRECTORS OF COUNTY SANITATION DISTRICT NO. 22 OF LOS ANGELES COUNTY, AND THE GOVERNING BODIES OF City of Azusa Upper San Gabriel Valley Municipal Water District APPROVING AND ACCEPTING NEGOTIATED EXCHANGE OF PROPERTY TAX REVENUES RESULTING FROM ANNEXATION TO COUNTY SANITATION DISTRICT NO. 22. "ANNEXATION NO.397" WHEREAS, pursuant to Section 99 and 99.01 of the Revenue and Taxation Code, prior to the effective date of any jurisdictional change which will result in a special district providing a new service, the governing bodies of all local agencies that receive an apportionment of the property tax from the area must determine the amount of property tax revenues from the annual tax increment to be exchanged between the affected agencies and approve and accept the negotiated exchange of property tax revenues by resolution; and WHEREAS, the governing bodies of the agencies signatory hereto have made determinations of the amount of property tax revenues from the annual tax increments to be exchanged as a result of the annexation to County Sanitation District No. 22 entitled Annexation No. 397, NOW,THEREFORE,BE IT RESOLVED AS FOLLOWS: I. The negotiated exchange of property tax revenues resulting from the annexation of territory to County Sanitation District No. 22 in the annexation entitled Annexation No. 397 is approved and accepted. 2. For each fiscal year commencing on and after July 1, 2009, or after the effective date of this jurisdictional change, whichever is later, the County Auditor shall transfer to County Sanitation District No. 22 a total of 0.4646678 percent of the annual tax increment attributable to the land area encompassed within Annexation No. 397.as shown on the attached Worksheet. 1 1 1 i i 3. No additional transfer of property tax revenues shall be made from any other taxing agencies to County Sanitation District No. 22 as a result of annexation entitled Annexation No. 397. 4. No transfer of property tax increments from properties within a community redevelopment project, which are legally committed to a Community Redevelopment Agency, shall be made during the period that such tax increment is legally committed for repayment of the redevelopment project costs. 5. If at any time after the effective date of this resolution, the calculations used herein to determine initial property tax transfers or the data used to perform those calculations are found to be incorrect thus producing an improper or inaccurate property tax transfer, the property tax transfer shall be recalculated and the corrected transfer shall be implemented for the next fiscal year, and any amounts of property tax received in excess of that which is proper shall be refunded to the appropriate agency. The foregoing resolution was adopted by the Board of Supervisors of the County of Los Angeles, the Board of Directors of County Sanitation District No. 22 of Los Angeles County, and the governing bodies of City of Azusa and Upper San Gabriel Valley Municipal Water District, signatory hereto. CITY OF AZUSA SIGNATURE PRINT NAME AND TITLE ATTEST: Secretary Date (SIGNED IN COUNTERPART) • N DV 1 O F 1 z �. •1 � ' u 1 m y � � 8 N � n d fFll CIV. NVC � a z / h W = 1111 f 00'if'Of•t HlJf' �- �.� N W 3 a \YO 6 � h uj fiery • i m O Sz N m Lu 30 i y<•'m. r s v•�3KTz�.r" �'.�-n''.�`ya z �` 1� `�1 ; i er 'ssaxr� p ex', -xt�,'' '.'1`r-`� IC t \ � � .<�a t' � n aYar...t,;�.,y �''� a.,riia r,• � �1I a k E � i w e Y.SY M1'� y�.•�"4 V � O W 2 u sx tw ------------------------ m •! ���`(�Fa �yM 0� F � � p - . VI � '3i_AJ'3 dS.'eY: ..G:tA IIO F\" •�, � � '�L' LJ F Q F L J AUDITOR ACAFAN03 PROPERTY TAX TRANSFER RESOLUTION WORKSHEET " FISCAL YEAR 2008-2009 PREPARED 12/23/2008 PAGE 1 ANNEXATION TO: CO_SANITATION DIST.NO 22 DEBT S. ACCOUNT NUMBER: 066.85 TRA: OB528 EFFECTIVE DATE: 07/01/2009 ANNEXATION NUMBER: 397 PROJECT NAME: A-22-397 DISTRICT SHARE: 0.008928382 ACCOUNT # CURRENT PROPOSED TAXING AGENCY TAX SHARE ALLOCATED . --------- PERCENT DIST SHARE SHARE ADJUSTMENTS NET SHARE 001.05 LOS ANGELES COUNTY GENERAL0.331232222 33.1238 $ 0.008928382 0.002957374 -0.003026335 0.328205887 001.20 L.A. COUNTY ACCUM CAP OUTLAY 0.000117434 0.0117 $ 0.008928382 0.000001048 0.000000000 0.000117434 007.30 CONSOL. FIRE PRO.DIST.OF L.A.CO. 0.000000000 0.0000 $ 0.008928382 0.000000000 0.000000000 0.000000000 007.31 L A C FIRE-FFW 0.007606507 0.7606 $ 0.008928382 0.000067913 0.000000000 0.007606507 030-10 030.10 L.A.CO.FL.CON.DR.IMP.DIST.MAINT. 0.001814670 0.1814 % 0.008928382 0.000016202 -0.000016202 0.001798468 030.70 LA CO FLOOD CONTROL MAINT 0.010269196 1.0269 % 0.008928382 0.000091687 -0.000091667 0.010177509 112.01 CITY-AZUSA TD #1 0.168802484 16.8802 % 0.008928382 0.001507133 -0.001507133 0.167295351 368.05 UPPER SAN GAB. VY. MUN. WATER 0.000596072 0.0596 % 0.008928382 0.000005321 -0,000005321 0.000590751 400.00 EDUCATIONAL REV AUGMENTATION FD 0.067291670 6.7291 $ 0.008928382 0.000600805 EXEMPT 0.067291670 400.01 EDUCATIONAL AUG FD IMPOUND 0.170745565 17.0745 % 0.008928382 0.001524481 EXEMPT 0.170745565 400.15 COUNTY SCHOOL SERVICES 0.001456185 0.1456 % 0.008928382 0.000013001 EXEMPT 0.001456185 400.21 CHILDREN'S INSTIL TUITION FUND 0.002890352 0.2890 $ 0.008928382 0.000025806 EXEMPT 0.002890352 791.04 CITRUS COMMUNITY COLLEGE DIST 0.025558106 2.5558 % 0.008928382 0.000228192 EXEMPT 0.025558106 791.20 CHILDREN'S CTR FUND CITRUS C C 0.000666440 0.0666 % 0.008928382 0.000005950 EXEMPT 0.000666440 818.03 AZUSA UNIFIED SCHOOL DISTRICT - 0.201213390 20.1213 % 0.008928382 0.001796510 EXEMPT 0.201213390 818.06 CO.SCH.SERV.FD.- AZUSA 0.008722432 0.8722 $ 0.008928382 0.000077877 EXEMPT 0.008722432 818.07 DEV.CTR.HDCPD.MINOR-AZUSA 0.001017275 0.1017 $ 0.008928382 0.000009082 EXEMPT 0.001017275 '**066.85 CO_SANITATION DIST-NO 22 DEBT S. 0.1000000000 0.0000 % 0.008928382 0.000000000 0.000000000 0.004646678 AUDITOR ACAFAN03 PROPERTY TAX TRANSFER RESOLUTION WORKSHEET FISCAL YEAR 2008-2009 PREPARED 12/23/2008 PAGE 2 ANNEXATION NUMBER: 397 PROJECT NAME: A-22-397 TRA: 08528 ACCOUNT $ TAXING AGENCYTACURRENT PROPOSED - ALLOCATED X SHARE PERCENT DIST SHARE SHARE ADJUSTMENTS NET SHARE TOTAL: 1.000000000 100.0000 % 0.008928382 -0.004646678 1.000000000 s. U- N 4 _... I CONSENT CALENDAR TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: TITO HAES, ASSISTANT CITY MANAGER/DIRECTOR OF PUBLIC WORKS VIA: F.M. DELACH, CITY MANAGER,,�W-o DATE: FEBRUARY 17, 2009 SUBJECT: AWARD OF CONTRACT TO TRANSTECH FOR GRANT WRITING AND ADMINISTRATIVE SERVICES. RECOMMENDATION It is recommended that the City Council award a contract to Transtech in an amount not to exceed $50,000 for grant writing and administrative services. BACKGROUND On January 5`h 2008, the City Council authorized staff to solicit proposals for grant writing and administrative services. The City was seeking assistance in grant procurement for various transportation projects; in particular the Intermodal Parking Center. The planned center will provide garage parking for surrounding businesses and support limited transit-related services and amenities that cater to transit- users and businesses in the downtown area. Proposals were received from the following firms: Firm Principal Hourly Rates Transtech $ 160 L.A.E. Associates $ 125 Michael R. Kodama $ 185 Although the hourly cost for L.A.E. was lower, staff reviewed the proposals and determined Transtech was the most qualified firm. Transtech exhibited thorough experience in addressing the funding needs of the City. This firm has a proven track record, in the most recent MTA Call for Projects (2007), Transtech obtained over $25 million in funding for Cities in L.A. County (Transtech secured funding for 4 of the top 10 projects in the Call for Projects). Staff recommends the City Council award a contract to Transtech. FISCAL IMPACT Expenditures for the services provided by Transtech will be paid out of Prop C. i CONSENT CALENDAR TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS FROM: ANN GRAF, DIRECTOR OF INFORMATION TECHNOLOGY VIA: F.M. DELACH, CITY MANAGERAtnv_2 DATE: FEBRUARY 17, 2009 SUBJECT: PURCHASE OF GRANICUS WEBCASTING MANAGEMENT SOFTWARE AND SUPPORT SERVICES RECOMMENDATION 1. It is recommended that the City Council waive formal sealed bids in accordance with Azusa Municipal Code Using alternative purchasing procedures for purchases not involving public projects. Section 2-523 section B, computers: when purchasing computer software and 2-523 section C, no competitive market. 2. It is recommended that the City Council approve the purchase of the Granicus Webcasting management software and services in the amount of$34,787.27, and authorize the City Manager to execute the agreement, per municipal code section 2-526. BACKROUND The City of Azusa provides WEB based information and continues the goal of 24/7 e- government understanding that citizens desire better communication with City Council and staff. By offering on-line: • Webcasting of City Council meetings • Public meetings • Public education programs • Service announcements The city will be able to increase viewing convenience and create a fully on-line integrated public record containing agendas, minutes, staff reports and the audio/video - online, cross linked, and keyword searchable. Essentially you will be able to click on an item on the agenda and the video will play from that point on the Webcast. e The Minutesmaker automation tool provides efficiency and automation to the clerk's workflow and minute's preparation by way of built-in minutes annotation tools. This solution integrates with the city's existing infrastructure which eliminates the need to invest in additional bandwidth and servers. Public audiences can access the Webeast (streaming video) live and on-demand as well as agendas, minutes and staff reports that pertain to specific portions of the meeting recording; After substantial research, staff concluded Granicus offered the most comprehensive ability to increase public access via Webcasting and efficiency in the minutes annotation and development process. FISCAL IMPACT Funding for requested project is part of Information Technology Department budget FY 2008-2009 in account 48499300007142. Monthly operating support costs are budgeted in 48499300006415 and 48499940000006415. i i A 3 3 1 GRANICUS, INC. SERVICE AGREEMENT THIS SERVICE AGREEMENT (the "Agreement"), dated as of February 17, 2009 (the "Effective Date"), is entered into between Granicus, Inc. ("Granicus"), a California Corporation, and the City of Azusa, (the"Client"). Capitalized terms used in this Agreement have the meanings given them in Section 13. A. WHEREAS, Granicus is in the business of developing, licensing, and offering for sale various streaming media solutions specializing in Internet broadcasting, and related support services; and B. WHEREAS, Granicus desires to provide and Client desires to (i) purchase the Granicus Solution as set forth in the Proposal attached as Exhibit A to facilitate streaming and distribution of live and archived digital media content, (ii) engage Granicus to integrate its Granicus Software onto the Customer Website, (iii) use the Granicus Software subject to the terms and conditions set forth in this Agreement, and (iv) contract with Granicus to administer the Streaming Solution through the Managed Services set forth in the Proposal. NOW, THEREFORE, in consideration of the foregoing and the mutual agreements, covenants,representations and warranties herein contained,the parties hereto agree as follows: 1. GRANICUS SOFTWARE AND MANAGED SERVICES. 1.1 Software and Services. Subject to the terms and conditions of this Agreement, Granicus will provide Client with the Granicus Software, Professional Services, and Managed Services that comprise the Granicus Solution as outlined in the Proposal attached as Exhibit A. 1.2 The Proposal. The Proposal specifies certain terms, conditions, payments and obligations on the products and services to be provided by Granicus to Client. The Proposal is an additional part of this Agreement and incorporated herein by reference. In the event that any of the provisions of this Agreement are in conflict with the Proposal, the provisions of this Agreement will prevail. 2. GRANT OF LICENSE. 2.1 Ownership. Granicus, and/or its third party supplier, owns the copyright and/or certain proprietary information protectable by law in the Granicus Software. 2.2 Use. Granicus agrees to provide Client with a revocable, non-transferable and non-exclusive account to access the Granicus Software listed in the Proposal and a revocable,non- sublicensable,non-transferable and non-exclusive right to use the Granicus Software. All Granicus Software is proprietary to Granicus and protected by intellectual property laws and international intellectual property treaties. Pursuant to this Agreement, Client may use the Granicus Software to perform its own work and work of its customers/constituents. Cancellation of the Client's Managed Services will also result in the immediate termination of the Client's Software license as described in Section 2.2 hereof. 23 Limited Warranty; Exclusive Remedies. Subject to Sections 7.2 and 7.3 of this Agreement, Granicus warrants that the Granicus Software as provided b Granicus will Sr P Y substantially perform in accordance with its applicable written specifications for as long as the GRANICUS,INC.SERVICE AGREEMENT I Version 4.0 Client pays for and receives Managed Services. Client's sole and exclusive remedy for any breach by Granicus of this warranty is to notify Granicus, with sufficient detail of the nonconformance, and provide Granicus with a reasonable opportunity to correct or replace the defective Granicus Software. Client agrees to comply with Granicus's reasonable instructions with respect to the alleged defective Granicus Software. 2.4 Limitations. Except for the license in Section 2.2, Granicus retains all ownership and proprietary rights in and to the Granicus Software, and Client is not permitted, and will not assist or permit a third party, to: (a) utilize the Granicus Software in the capacity of a service bureau or on a time share basis; (6) reverse engineer, decompile or otherwise attempt to derive source code from the Granicus Software; (c) provide, disclose, or otherwise make available the Granicus Software, or copies thereof, to any third party; or (d) share, loan, or otherwise allow another Meeting Body,'in or outside its jurisdiction, to use the Granicus Software, or copies thereof, except as expressly outlined in the Proposal. 2.5 Licensee Obligation for Security. Client shall take appropriate action by instruction, agreement, or otherwise with those of its employees and third party agents having access to the Granicus Software to restrict and control the use, copying, modification, disclosure, transfer, protection, and security of such Granicus Software in accordance with the provisions of this Agreement. 2.6 Licensing Types. Components of the Granicus Software are licensed as follows,as further provided in the Proposal attached as Exhibit A: (a) by Site: bandwidth and storage components, Medialvlanager Basic, MediaManager Enterprise,podcasting(both audio-only and audio/video); (b) by Install: Outcast Encoder, MediaVault, StreamReplicator, VotingSystem, MobileEncoder(both audio-only and audio/video); (c) by Meeting Body: MinutesMaker, agenda workflow integration, Agenda Parsers, Closed Captioning. 2.7 General. Client and Granicus agree to take reasonable steps to comply with all applicable local, state and federal laws and regulations issued pursuant thereto. 3. CUSTOMER SUPPORT: SALE AND MAINTENANCE OF HARDWARE 3.1 Customer Suunort. At no additional fee, Granicus will use commercially reasonable efforts to provide Client with reasonable telephone or e-mail technical support twenty- four (24) hours a day, seven (7) days a week, via the office and after hours customer support lines and email address. Support Information is listed in Exhibit B. Additional support of software enhancements or modifications may be requested by Client subject to Client's payment to Granicus of additional fees. Granicus may update and revise the Granicus Software periodically and will provide such updates to Client as they are made available. 3.2 Sale and Maintenance of Hardware. Where the Granicus Solution includes the purchase of Hardware -from Granicus, the sale and maintenance of such Hardware shall be governed by the Hardware Exhibit attached as Exhibit C. t GRANICUS,INC.SERVICE AGREEMENT 2 Vmion 4.0 1 4. PAYMENT OF FEES 4.1 Upon execution of this Agreement, Granicus shall invoice and the Client agrees to pay fifty percent (50%) of the cost of Granicus Software and Professional Services as outlined in the Proposal. 4.2 Upon delivery of any purchased Hardware to Client, Granicus shall invoice and the Client agrees to pay the cost of the Hardware (including shipping costs) in full, as outlined in the Proposal. 4.3 Upon the completion and acceptance of Client Installation and Training, Granicus shall invoice and the Client agrees to pay the remaining fifty percent (50%) of the cost of Granicus Software and Professional Services as outlined in the Proposal. 4.4 Monthly billing for Managed Services shall begin upon completion of the initial Client training or upon the commencement of Client Use of the Granicus Solution, as agreed upon in the Proposal. 4.5Client agrees to pay all invoices from Granicus within thirty(30) days of receipt of invoice, provided that Client agrees to pay the Managed Services Fee to Granicus on a monthly basis,no later than the first day of each month in advance of services. Granicus, Inc. shall send all invoices to: Name: Maggie Perkins Address: 213 E. Foothill Blvd. Azusa CA 91702 5. CONTENT PROVIDED TO GRANICUS 5.1 Responsibility for Content. The Client shall have sole control and responsibility over the determination of which data and information shall be included in the Content that is to be transmitted, including, if applicable, the determination of which cameras and microphones shall be operational at any particular time and at any particular location. However, Granicus has the right (but not the obligation) to remove any Content that Granicus believes violates any applicable law or this Agreement. 5.2 Restrictions. Client shall not provide Granicus with any Content that: (i) infringes any third party's copyright, patent, trademark, trade secret or other proprietary rights; (ii) violates any law, statute, ordinance or regulation, including without limitation the laws and regulations governing export control and e-mail/spam; (iii)is defamatory or trade libelous; (iv) is pornographic or obscene, or promotes, solicits or comprises inappropriate, harassing, abusive, profane, defamatory, libelous, threatening, indecent, vulgar, or otherwise objectionable or constitutes unlawful content or activity; (v) is harmful to minors; or (vi) contains any viruses, Trojan horses, worms, time bombs, or any other similar software, data, or programs that may damage, detrimentally interfere with, intercept, or expropriate any system, data, information, or property of another. 5.3 Indemnification. Client agrees to indemnify, defend and hold harmless Granicus, its officers, directors and employees, from and against any losses, damages and expenses GRANICUS,INC.SERVICE AGREEMENT 3 Version 4.0 (including lawyers' fees) arising out of or relating to any third party claims made against Granicus based on Client's use of the Granicus Solution including, without limitation, any claims that Client has copied, distributed or transmitted any image files in violation of any third party's rights or has directly or indirectly exported or transmitted the Content in violation of any applicable export restrictions. 6. TRADEMARK OWNERSHIP. Granicus and Client's Trademarks are listed in the Trademark Information exhibit attached as Exhibit D. (a) The Client shall retain all right, title and interest in and to its Trademarks, including any goodwill associated therewith, subject to the limited license granted to Granicus, Inc. pursuant to Section 6 hereof. All goodwill arising from use of Client's Trademarks is{solely for Client's benefit. Upon any termination of this Agreement, Granicus's right to use Client's Trademarks pursuant to this Section 6 terminates. (b) Granicus,Inc. shall retain all right,title and interest in and to the Granicus, Inc. Trademarks, including any goodwill associated therewith, subject to the limited license granted to the Client pursuant to Section 6 hereof. Upon any termination of this Agreement, Client's right to use Granicus' Trademarks pursuant to this Section 6 terminates. (c) Each party grants to the other a non-exclusive,non-transferable(other than as provided in Section 8 hereof), limited license to use the other party's Trademarks as is reasonably necessary to perform its obligations under this Agreement, provided that any promotional materials.containing the other party's trademarks shall be subject to the prior written approval of such other party,which approval shall not be unreasonably withheld. (d) Neither party shall use the other party's Trademarks in a manner that disparages the iother party or its products or services, or portrays the other party or its products or services in a false, competitively adverse or poor light. Each party shall take commercially reasonable efforts to comply with the other party's requests as to the use of the other party's Trademarks and shall avoid any action that diminishes the value of such Trademarks. (e) The parties agree that Granicus has the right to mention the parties' relationship and to use Client's Trademarks including its name and logo in marketing to client and prospective clients,and to list Client as a customer on the Granicus website(s). 7. SECURITY: LIMITATION.OF LIABILITY. 7.1 Securify of Data. Granicus will take commercially reasonable efforts to protect and control access to Client Content hosted as part of the Managed Services. However, Client will be responsible for the creation and protection of its username and password for accessing the Granicus Solution. 7.2 Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, GRANICUS'S SERVICES, SOFTWARE AND DELIVERABLES ARE PROVIDED "AS IS" AND GRANICUS EXPRESSLY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND FITNESS GRANICUS,INC.SERVICE AGREEMENT 4 Version 4.0 FOR A PARTICULAR PURPOSE. GRANICUS DOES NOT WARRANT THAT ACCESS TO OR USE OF ITS SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. IN THE EVENT OF ANY INTERRUPTION, GRANICUS'S SOLE OBLIGATION SHALL BE TO USE COMMERCIALLY REASONABLE EFFORTS TO RESTORE ACCESS. 7.3 Limitation of Liabilities. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GRANICUS AND ITS SUPPLIERS AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL,CONSEQUENTIAL,OR PUNITIVE DAMAGES, WHETHER FORESEEABLE OR NOT, INCLUDING BUT NOT LIMITED TO: THOSE ARISING OUT OF ACCESS TO OR INABILITY TO ACCESS THE SERVICES, SOFTWARE, CONTENT, OR RELATED TECHNICAL SUPPORT; DAMAGES OR COSTS RELATING TO THE LOSS OF: PROFITS OR REVENUES, GOODWILL, DATA (INCLUDING LOSS OF USE OR OF DATA,LOSS OR INACCURACY OR CORRUPTION OF DATA); OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF THE FAILURE OF ANY EXCLUSIVE REMEDY. IN NO EVENT WILL GRANICUS'S AND ITS SUPPLIERS' AND LICENSORS' LIABILITY EXCEED THE AMOUNTS PAID BY Client UNDER THIS AGREEMENT REGARDLESS OF THE FORM OF THE CLAIM (INCLUDING WITHOUT LIMITATION, ANY CONTRACT, PRODUCT LIABILITY, OR TORT CLAIM (INCLUDING NEGLIGENCE), STATUTORY OR OTHERWISE). 8. CONFIDENTIAL INFORMATION &OWNERSHIP. 8.1 Confidentiality Obligations. Each party agrees to keep confidential and not disclose to any third party, and to use only for purposes of performing or as otherwise permitted under this Agreement, any Confidential Information unless otherwise required by California law. The receiving party shall protect the Confidential Information using measures similar to those it takes to protect its own confidential and proprietary information of a similar nature but not less than reasonable measures. Each party agrees not to disclose the Confidential Information to any of its Representatives except those who are required to have the Confidential Information in connection with this Agreement and then only if such Representative is either subject to a written confidentiality agreement or otherwise subject to fiduciary obligations of confidentiality that cover the confidential treatment of the Confidential Information. 8.2 Exceptions. The obligations of this Section 8 shall not apply with respect to any particular portion of the Confidential Information if receiving party can prove by appropriate documentation that such Confidential Information (i) was known to the receiving party as shown by the receiving party's files at the time of disclosure thereof, (ii)was already in the public domain at the time of the disclosure thereof, (iii) entered the public domain through no action of the receiving party subsequent to the time of the disclosure thereof, or (iv) is required by law or government order to be disclosed by the receiving party, provided that the receiving party shall (notify) the disclosing party in writing of such required disclosure as soon as reasonably possible prior to such disclosure, (ii) use its commercially reasonable efforts at its expense to cause such disclosed Confidential Information to be treated by such governmental authority as trade secrets and as confidential, and (iii) use its commercially reasonable efforts at its expense to obtain such other protective orders and protections with respect thereto as the disclosing party may reasonably request. 8.3 Contract Use Disclosure. The terms and conditions of this Agreement may be used by either party to disclose the terms and conditions to other local agencies in an effort to GRANICUS,INC.SERVICE AGREEMENT 5 V mion 4.0 exhibit the following: the terms and conditions as fair and reasonable, or to determine the best value,or for marketing purposes,or to further business development. 9. DISCLOSURE OF AGREEMENT: INTERLOCAL ARRANGEMENTS. 9.1 Disclosure of Aereement Terms. The terms and conditions of this Agreement may be disclosed by either party to other public agencies for the purpose of such other agencies purchasing services under this Agreement pursuant to an interlocal or cooperative arrangement with Client. In addition, Granicus may disclose the terns and conditions of this Agreement in an effort to show that the terms offered to another public agency are fair and reasonable or to determine the best value. It is understood that Granicus shall not be precluded from disclosing the terms and conditions of its form of Service Agreement to any other third party at Granicus's sole discretion and for any reason. 9.2 Included Parties: Interlocal Affeement. Pursuant to any interlocal, intergovernmental, or other such cooperative agreement with Client, Granicus will accept orders from, and will furnishthe Granicus Software, Hardware, Professional Services, and Managed Services as outlined in the Proposal to any governmental agency or other public entity authorized by Client to use the Pioposal, based upon substantially the same terms and conditions of this Agreement,with the exception of price schedules. 9.3 Political Subdivision Participation. Granicus agrees to supply, sell, and contract separately with other similar or related political subdivisions (i.e., colleges, school districts, counties, cities, etc.) of Client, based upon substantially the same terns and conditions of this Agreement, with the exception of price schedules,in an effort to establish the terms and conditions as fair and reasonable. 10. TERM AND TERMINATION. 10.1 Term. The term of this Agreement shall commence on the date hereof and shall continue in full force and effect for one (1) year after the date hereof. This Agreement shall automatically renew for an additional three (3) terms of one (1) year each, unless either party notifies the other in writing at least thirty(30) days prior to such automatic renewal that the party does not wish to renew this Agreement. 10.2 Termination. This Agreement may be terminated, in whole or in part, pursuant to the following terms and conditions: (a) after one year from the Effective Date,by the Client for convenience,upon sixty(60)days prior written notice to Granicus; (b) by either party if the other party materially defaults or breaches this Agreement and fails to cure such default or breach within sixty (60)days following receipt of written notice;from the non-breaching party. 10.3 Riehts Upon Termination. Upon any expiration or termination of this Agreement, and unless otherwise expressly provided in an exhibit to this Agreement: j . (a) Client's right to access or use the Granicus Solution, including Granicus Software,terminates and Granicus has no further obligation to provide any services; GRANICUS,INC.SERVICE AGREEMENT 6 Version 4.0 i (b) Client has the right to keep any purchased Hardware, provided that Client removes and/or uninstalls any Granicus Software on such Hardware; and (c) Client shall immediately return the Granicus Software and all copies thereof to Granicus, and within thirty (30) days of termination, Client shall deliver a written certification to Granicus certifying that it no longer has custody of any copies of the Granicus Software. 10.4 Obligations Upon Termination. Upon any termination of this Agreement, (a) the parties shall remain responsible for any payments that have become due and owing up to the effective date of termination; (b) the provisions of Sections 2.1,2.4, 2.5,4, 5, 6, 7.2, 7.3, 8, 9.1, 10.4, 11, 12 and 13 hereof, and applicable provisions of the Exhibits intended to survive, shall survive termination of this Agreement and continue in full force and effect; (c) pursuant to the Termination or Expiration Options Regarding Content attached as Exhibit E, Granicus shall allow the Client limited access to the Client's Content, including, but not limited to, all video recordings, timestamps, indices, and cross- referenced documentation. The Client shall also have the option to order hard copies of the Content in the form of compact discs or other equivalent format. The Client and Granicus shall work together and make their best efforts to transfer the Content within the sixty(60) day termination period; and (d) Granicus has the right to delete Content within sixty (60) days of the expiration or termination of this Agreement. 11. PATENT,COPYRIGHT AND TRADE SECRET INFRINGEMENT 11.1 Intellectual Property Indemnity. Subject to the terms and conditions of this Agreement, Granicus will defend any suit brought by a third party against Client to the extent based on a claim that the Granicus Software infringes any United States patent, copyright, trade secret or trademark, and Granicus will pay any final judgment rendered on, or settlement agreed to in writing by Granicus with respect to, such claim. These obligations are contingent upon Client promptly notifying Granicus in writing of any claims or threatened claims, Granicus having sole control over the defense and all negotiations for settlement of any such claim, and Client giving all reasonable assistance to Granicus in the defense and settlement of the claim. These obligations are further subject to Client being in compliance with its payment obligations under this Agreement. Granicus will not be responsible for any settlement it does not approve in writing. THE FOREGOING IS IN LIEU OF ANY WARRANTIES OF NONINFRINGEMENT, WHICH ARE DISCLAIMED. 11.2 Granicus's Options. If the Granicus Software becomes, or in Granicus's opinion is likely to become, the subject of an infringement claim, Granicus may, at its option and sole discretion, (i) obtain for Client the right to continue to use the Granicus Software as provided in this Agreement; (ii) replace the Granicus Software with another software product that provides similar functionality; or (iii) if Granicus determines that neither of the foregoing options are reasonably available, Granicus may cease providing the applicable services or require that Client cease use of and destroy the Granicus Software. In that event, and provided that Client returns or destroys (and certify to such destruction of) all copies of the Granicus Software in Client's GRANICUS,INC.SERv10E AGREEMENT 7 Version 4.0 possession or control, if any,Granicus will refund to Client all license fees paid by Client under the current Agreement. 11.3 Limitations of Indemnity. Granicus's obligations under Section 11 do not apply to any claims, damages or,liabilities arising out of or relating to any of the following ("Excluded Claims"): (i) the combination of the Granicus Software with any other software, products, hardware, component, process or material not obtained from Granicus; (ii) any modification to the Granicus Software (unless made by Granicus) if the alleged infringement arises from such modification; (iii) use of the Granicus Software in a manner not permitted by or in breach of this Agreement; (iv) Customer's failure to use replacement or modified Granicus Software that provides substantially similar functionality as the original Granicus Software and the replacement or modified Granicus Software would have rendered the Granicus Software noninfringing; or (v) Granicus's compliance with Client's instructions, specifications or requirements. Client will indemnify and hold harmless Granicus with respect to any and all Excluded Claims. 12. MISCELLANEOUS. 12.1 Insurance Requirements. Granicus understands and agrees to comply with the standards and requirements that Client has set forth in the Insurance Requirements listed in Exhibit F. 12.2 Export Restrictions. The parties will comply with all applicable laws, rules and regulations, including export laws, in its performance under this Agreement. In particular, Client acknowledges and agrees that the Granicus Software and other materials provided by Granicus are subject to regulation by U.S. Government agencies and other governmental authorities, and Client agrees not to directly or indirectly export, re-export or import any such materials without fust obtaining all required licenses and permissions. 12.3 Assignment; Successors and Assigns. Neither this Agreement nor any rights or obligations herein may be assigned by either party, by operation of law or otherwise, without the written consent of the other party; provided, however, that, without the consent of the Client, Granicus may assign this Agreement in connection with a merger, consolidation, assignment, sale or other disposition of the majority of Granicus's stock or substantially all of the assets or business relating to the portion'of Granicus's operations that is the subject of this Agreement. This Agreement shall be binding on and inure to the benefit of the parties hereto and their heirs, legal representatives,successors and permitted assigns. 12.4 Amendment and Waiver. This Agreement may be amended, modified, waived or canceled only in writing signed by each of the parties hereto or, in the case of a waiver, by the party waiving compliance. Any failure by either party to strictly enforce any provision of this Agreement will not be alwaiver of that provision or any further default. J 12.5 Governing Law. The laws of the State of California shall govern the validity, construction, and performance of this Agreement, without regard to its conflict of law principles. Except for actions for injunctive relief relating to proprietary rights or enforcement or recognition of any award or order in any appropriate jurisdiction, actions relating to this Agreement shall be brought in the state orfederal courts located in and serving San Francisco County, California. Each of the parties consents to the personal and exclusive jurisdiction of that court for this purpose. i 12.6 Construction and Severability. Wherever possible, each provision of this Agreement shall be interpreted so that it is valid under applicable law. If any provision of this GRANICUS,INC.SERVICE AGREEMENT 8 Vmion 4.0 Agreement is held illegal or unenforceable, that provision will be reformed only to the extent necessary to make the provision legal and enforceable; all remaining provisions continue in full force and effect. 12.7 Independent Contractors. The parties are independent contractors, and no other relationship is intended by this Agreement. 12.8 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original,but all of which,when taken together, shall constitute one and the same instrument. 12.9 Entire Agreement. This Agreement, including the Proposal attached as Exhibit A, and other applicable exhibits (which may include the Contact Information attached as Exhibit B, the Hardware Exhibit attached as Exhibit C the Trademark Information listed in Exhibit D, the Termination or Expiration Options Regarding Content provided in Exhibit E, and the Insurance Requirements listed in Exhibit F , is the entire agreement of the parties and replaces any other understandings or agreements (whether oral or written) between the parties regarding the subject matter of this Agreement. 12.10 Notices. All notices and other communications required or permitted under this Agreement must be in writing and hand delivered or sent by registered first-class mail, postage prepaid or by overnight courier service. Such notices or other communications shall be effective upon receipt if hand delivered, and ten (10) business days after mailing (or, for overnight courier, the number indicated in the mailing instructions) if sent,in the case of the Client,to the address set forth below and, in the case of Granicus, to its principal executive offices to the attention of the Chief Executive Officer,or at such other address for a party as may be specified by like notice. 12.11 Force Majeure. Other than payment obligations, neither party is responsible for any delay or failure in performance if caused by any event outside the reasonable control of the party,including without limitation acts of God, government regulations, shortage of supplies,act of war,act of terrorism,earthquake, or electrical,internet or telecommunications outage. 13. DEFINITIONS. hi addition to the capitalized terms otherwise defined herein, the following additional capitalized terms shall have the meanings set forth below: 13.1 "Agreement'shall mean this Service Agreement. 13.2 "Client' shall mean the City of Azusa. 13.3 "Client Use" shall mean any public streaming, document posting, podcasting, or internal streaming that is not for system testing or validation purposes by Client. 13.4 "Confidential Information" shall mean all proprietary or confidential information disclosed or made available by the other party pursuant to this Agreement that is identified as confidential or proprietary at the time of disclosure or is of a nature that should reasonably be considered to be confidential, and includes but is not limited to the terms and conditions of this Agreement, and all business, technical and other information (including without limitation, all product, services, financial, marketing, engineering, research and development information, product specifications, technical data, data sheets, software, inventions, processes, training GRANICUS,INC.SERVICE AGREEMENT 9 Version 4.0 manuals, }mow-how and any other information or material), disclosed from time to time by the disclosing party to the receiving party, directly or indirectly in any manner whatsoever (including without limitation, in writing, orally, electronically, or by inspection); provided, however, that Confidential Information shall not include the Content that is to be published on the website(s) of Client. " 13.5 "Content" shall mean any and all, documents, graphics, video, audio, images, sounds and other content that is streamed or otherwise transmitted or provided by, or on behalf of, the Client to Granicus. 13.6 "Customer Website"shall mean the Client's existing website. 13.7 "Granicus" shall mean Granicus, Inc. 13.8 "Granicus Solution" shall mean the Solution detailed in the Proposal, which may include Granicus Software, Installation and Training, Managed Services, and Hardware, as specified in Exhibit A. i 13.9 "Granicus Software" shall mean all software included with the Granicus Solution as specified in the attached Proposal that may include but is not limited to: MediaManagerTM (includes Uploader, Software Development Kit, CD Creator, and Podcasting Services), MinutesMakerTM (includes LiveManager), MobileEncoderTM, VotingSystemTM (includes Public Vote Display and MeetingMember), OutCastTM Encoder (includes Meeting Server), StreamReplicatorTm, and MediaVaultTM. 13.10 "Hardware" shall mean the equipment components of the Granicus Solution, as listed in Exhibit A. 13.11 "Install" shall mean a single instance in which the software is set up and prepared for use with the Granicus Solution. 13.12 "License Fee" shall mean .the total cost of the Granicus Software product, as specified in Exhibit A. 13.13 "Managed Services" shall mean the services provided by Granicus to Client for bandwidth usage associated with live and archived Internet streaming, data storage, and Granicus Solution maintenance, upgrades, parts, customer support services, and system monitoring, as detailed in the Proposal attached as Exhibit A. 13.14 "Managed Services Fee"shall mean the monthly cost of the Managed Services,as specified in Exhibit A. 13.15 "Meeting Body" shall mean a unique board, commission, agency, or council body comprised of appointed'or elected officials that meet in a public capacity with the objective of performing decisions through a democratic voting process (typically following Robert's Rules of Order). For example, city councils, planning commissions, parks and recreation departments, boards of supervisors, school boards/districts, and redevelopment agencies may be considered separate and unique individual Meeting Bodies at Granicus's sole discretion. on. 13.16 "Professional Services" shall mean the installation, design, website and template integration, and training obligations as detailed in the Proposal. GRANICUS,INC.SERVICE AGREEMENT 10 V OfSion 4.0 1 �I 13.17 "Representatives"shall mean the officers, directors, employees, agents, attorneys, accountants,financial advisors and other representatives of a party. 13.18 "Site" shall mean an organization that is governed by a single set of policy and budgetary restraints. For example, a city and its school district are considered separate Sites. Exceptions may be granted at Granicus's sole discretion. 13.19 "Trademarks" shall mean all trademarks, trade names and logos of Client listed on Exhibit D attached hereto, and any other trademarks, trade names and logos that Client may specify in writing to Granicus from time to time. GRANICUS,INC.SERVICE AGREEMENT I 1 Version 4.0 i This Agreement consists of this Service Agreement as well as the following exhibits,as indicated: Exhibit A: Proposal Exhibit B: Support Information Exhibit C: 'Hardware Exhibit Exhibit D: .Trademark Information Exhibit E: Termination or Expiration Options Regarding Content Exhibit F: Insurance Requirements GRANICUS,INC. By 3 Thomas A. Spengler Its: Chief Executive Officer Address: 568 Howard Street, Suite 300 San Francisco,CA 94105 Client By: k Name: k Its: Address: 213 East Foothill Blvd. Azusa,CA 91702 Date: i GRANICUS,INC.SERVICE AGREEMENT 12 Version 4.0 EXHIBIT A PROPOSAL GRANICUB,INC.SERVICE AGREEMENT-PROPOSAL A-1 Version 4.0 •j' s1. i � 4 Y i A SYS. Y { 1 h. ` I _ i _ j 566 Howard Street,Ste 300 g r a n a c u s® San Francisco,California 94105 415 357 3618 www.granicus.com City of Azusa 2/10/2009 Ann Graf, Director of Information Technology Via email Dear Ann, Thank you for considering Granicus. It's been a pleasure to learn about the unique needs of Azusa. We look forward to establishing a rewarding, long-term relationship with you. We've prepared a proposal containing Granicus products and services tailored to your organizational and fiscal requirements. By selecting Granicus, your organization will experience what our extensive government client base already has: that we're a trusted partner. And we're the only company with the experiences and capabilities to integrate webcasting and public meeting management technologies into your existing legislative processes, software, and technical infrastructure. Granicus Minutes Maker'" automates the minutes annotation process, helping your agency save money and be more accessible to your public. MinutesMakerT" helps you decrease the time and manual effort required for creating and publishing minutes to the web. The software enables you to digitally record meeting actions - such as motions, notes, and votes - in realtime. The end-to-end workflow automates your process and creates a digital minutes record, called LinkedMinutesT", that can be instantly published to the web. This helps you free-up staff time and improve productivity in other areas, creating a significant return on investment. MinutesMakerT" also tightly integrates webcasting capabilities with your minutes-annotation workflow. As staff records minutes using Granicus, they're also indexing their public meeting webcasts in realtime. This action automatically generates a LinkedMinutes format that enables the end user to easily navigate and watch webcasts of your public meetings by clicking links embedded in your minutes and agendas. Webcasting also helps improve public accessibility to other important content, such as Public Service Announcements or emergency preparedness instructions. As a result, agencies are receiving fewer requests for public information. They're also spending less time manually sifting through records and making copies of VHS recordings to respond to such requests. At Granicus, our service-driven model ensures your critical applications are installed quickly and run effectively with 24/7 tech support and proactive monitoring. You'll also receive unlimited web-based training and a dedicated account manager who will know your solution inside and out. Our aim is to help you achieve your goals most effectively. We look forward to working with you. Most Sincerely, . Matt Mincks Southern California Regional Director Granicus, Inc. 568 Howard Street,Ste 0 San Francisco,California 94105granlcus® 415-357-3618 ...gra nicus.com 0 Proposed Solution Pricing Software Modules 'Cost Cost Ili Item ..____.._-. ._..___.._ ___ __ .__ _. _ _ _. _ _-_ ___ _ _ ... _ .. .. . . _ . .. _ . . _. .. . MediaManager Enterprise Access $2,250.00 MediaManager $4,500.00 MediaVault Software (1 License) $5,400.00 -MinutesMaker (1 Meeting Body) $2,250.00 Outcast Encoder Software (1 License); $450.00 Sales Tax 8.25 % $1,225.13 Software Subtotal $16,075.13 Professional Services Item Cost Software Installation and Configuration $2,070.00 (2) Document Templates $1,350.00 On-Site Training (4 Days) $7,100.00 Phone/Web Training (2 Hours) a $300.00 (1) - Full Player ; $600.00 (1) - Sectioned View Page $900.00 Sales Tax 8.25 % $0.00 Professional Services Subtotal $12,320.00 Hardware Components* ItemCost (1) - Outcast Encoder Server (AV rack mount with RAID) $2,346.31 (1) - Foot Pedal $0.00 (1) - MediaVault and/or Stream Rep]icator Server (Standard OS) $2,831.54 (1) - Osprey 230 Video Capture Card ', $450.00 a r 7 1 568 Howard Street,Ste 300 (D- granicus. San Francisco,California 94105 415-357-3618 www.granicus.com Hardware Components* Item Cost Sales Tax 8.25 % $464.30 Hardware Subtotal $6,092.15 Shipping $300.00 Total Sales Taxt 8.25 % $1,689.42 Total Up-Front Software, Professional Services & Hardware $34,787.27 This Proposal was generated by Matt Mincks of Granicus, Inc. on 2%10/2009 and it expires on 8/10/2009. 'Price and hardware model are subject to change after 90 days without prior notice. *Additional sales tax may apply depending on your omamza Bon's tax status and the tax laws unique to your state,county and/or municipality. - 568 Howard Street,Ste 300 San Francisco,Catifornia 94105 ® 415-357-3618 www.granicuscomgran •cus I Network Assessment Summary Your network assessment was completed on 2009-02-09 with Mike Guadagnino (Information Technology Manager) and Jeff Sweet (Granicus Network Assessment Engineer). Your network is ready for a Granicus solution as long as it continues to meet our standard firewall and network requirements. The following items were noted during-your assessment: Azusa uses two T-1's for intemet access but has their bandwidth maxed out at this point. Since they have night meetings bandwidth for a live stream should not be an issue. During the day, they will use the MediaVault to alleviate an impact to their bandwidth for viewing archive videos. Your proposal is no longer considered budgetary. You can now use the figures from the updated proposal for budget requests and generating a purchase order. Bandwidth Budget Internet Connection Type: Tl. Multiple T-1 Lines Able to Generate a 320kb Stream: Yes. Planning on upgrading to a fiber connection (minimum 10MB) with Verizon (within 3 months). Meeting Time: undefined Bandwidth Upstream: 1.5MB Bandwidth Downstream: 1.5MB Current Peak Down Percent Utilization: 91-100% Current Peak Up Percent Utilization: 51-60% Live 24/7 Broadcasting: 1 Number of Internal Users: 250.0 Number of Simultaneous Meetings: 1 Estimated Number of Internal Archive Viewers: 5.0 Estimated Number of Internal Live Viewers: 10.0 Network Notes: 11 building interconnected with multi-mode and single-mode fiber. Internet connection provided by 2 T-1 lines; 5 buildings on 1, 6 on the other. Planning to replace both T-1 lines with fiber Internet from Verizon. Network Connectivity Static Public IP Address:YES. Encoder Network Location: Internal Network Content Filtering: NO. Firewall Port: 8080 Cisco Security Agent: NO Remote Access: USE LOGMEIN. i Join Domain: NO. AN & Hardware Video Connection Type: Composite/BNC Audio Connection Type: Unbalanced Audio (RCA) Distance from Encoder: 10OFT or more. AV signal amplification is most likely necessary, using a transmitter/receiver (Balun) Baluns: NO We will provide our owmbalun solution Encoder Physical Location: Server Room/Data Center g ran i c us. 568 Howard Street ale 100 San Francisco,California 94105 4 415)57-1618 www.granicus.com Encoder Choose Now: Yes Encoder Type: Rack-Mount Encoder Rail Type: 4-Post Square-Hole (Rapid-Rails) Network Diagram g ra n i c u S. City of Azusa Granicus - Outcast Encoder Server v3.1 NediaCenter MediaVault Server v2.6 (207.7.154.0/24) LiveManager Workstation v3.1 IF Custorner Static Pu,tic Internet Firewall IP kaon torvarcM to 1 Prtwte lP owr ! Custornar T�Port BDBD i` AV Feed Outcast 'V'�• T6 Psvb Encoder fla/4431]r7) AL So ra P� 6 m/ss4/1Tss Public Vie"M . .t„•.i::a,:.�*s+r.,:s;...+;wr r.:,saP-�R.......: . - . con :s.s,»,K.xar s.-rc.,:eraaax��r,.aaeaasv^v.�.... :e.snrs^em.c.�'r,'ea'.+ew.e,ar° r Internal Viewers Lnesb,a,.ne Ta Porti J,'„U �kf�. x01554/lA5 ..�"� OIDenal Viewers 1 QrDeral ie ns TM Ports TCP torts Tm Poti TCP Ports BOW3�'�' BOI44) r 8cf6a63/BOII1� 1101443/r1ll TCP tl s eP/a43mn MBlue-Outbound Internet Traffic MOronge-Emernal Traffic NedlaVault W�* ifer MRed=Inbound Internet Traffic �Greeo=Internal 7 raffic Updetm 61maaY,FWuary O9,aae OGreractnlnc.Proprfenrya ConfiMfiel i @granicus® F Your Granicus Product Ft Service3 Overview granicus. Your Granicus Product a Service Overview Granicus MediaManagerTM' Software Granicus MediaManager'" consists of a set of web-based software tools designed to efficiently organize and manage your public meeting and non-meeting content. These tools put the control of web publishing, public meeting workflow and system reporting into the hands of non-technical users. Public Site Our solution includes several pages for your Internet users to access on-demand media and live broadcasts. Users will use these pre-built pages to search out specific footage, and jump to specific events within your audio/video archive. The Granicus solution also allows for a key word search based on all of the index points associated with the complete library of video archives related to the City. This functionality substantially increases the convenience of access to and use of meeting archives. Around these core pages you can instantly control user access using a registration and log in system. All public web pages are seamlessly integrated into your current website, so that the look and feel of your site remains consistent. Protected Administration Site As a client of Granicus, you will have access to a web based administrative site that will allow you to create and manage archives, schedule and index live events, link documents and minutes of meeting to the video, view real time usage reporting, and configure content distribution. You will also have access to a series of video editing tools that can be used to enhance your on-demand content once it has been broadcasted or encoded. • Media Acquisition tools give you the ability to add audio and video content to your content library from a variety of sources. Utilizing the Granicus Outcast'" encoder, live events can be simultaneously broadcast and archived to the library easily and directly through the live event manager. During a broadcast you can add times stamped data, such as agenda item indices or slides, allowing you to create rich multimedia presentations. You are also given a simple media import tool that can be used to import any pre-encoded content from your desktop into your archive listing. Finally, the Granicus Outcast'" encoder, which is included with MediaManagerT"-Basic, can be used to encode your analog video by replacing the live signal with that of a standard video playback device such as a standard VCR or DVD player. In this scenario, the same capture tools for managing a live broadcast can be used to make your valued offline content available online. Granicus also offers in house from encoding from VHS or DVD as part of our professional services. • Automatic Live Event Scheduler and Archive Publishing — Live events, such as City Supervisors meetings, can be easily scheduled to be both broadcast live and archive through the Granicus Live Event Manager. By utilizing this tool, the City will not require staff time or technical assistance to start, stop or archive their live events. Archives are automatically transferred from the Granicus OutCastT" encoder to the Granicus MediaCenterT" and automatically published the web site of City. These features substantially decrease the need for staff time to manage content creation and publishing to the web site of City. • Media Clip Administration provides clients the tools to create, edit, delete, index, trim and merge digital video clips. Once the media is in the archive library you can utilize indexing tools that allow you to set multiple"Jump To"points into the video, providing your end user the ability to easily navigate your streaming content. Various other editing and organizational tools allow you to modify your archives and add to the searchable Meta data associated with each archive. • Meeting Agenda Parser allows the City to index its video archives based on agenda item titles, by automatically pulling the agenda item titles and descriptions from the agenda of the City and loading them into the Granicus MediaManager TM. These agenda item titles are than loaded into the live event manager, which allows you to index your video in real time by simply clicking on an agenda item title and pressing enter when the council or board begins discussing that issue. Other solutions, if they offer indexing, force you to manually retype and load the text for each agenda item. The Agenda Parser feature assures quality indexing and substantially decreases the staff time need to create indices. - granicu& Your Granicus Product h Service Overview • Searchable Indexes — Audio and Video archives, which are viewable over the Internet, can be easily indexed with multiple jump points through the Granicus MediaManagerT" software. These indexes allow users to jump directly to the specific point in the audio/video archive of the City. The Granicus solution also allows for a key word search based on all of the index points associated with the complete library of video archives of the City. For example a key word search on "Water" will return to the user a direct link to all of the audio/video archives, which discuss water usage in the City. This functionality substantially increases the convenience of access to meeting archives. • Searchable Closed Captioning —The Granicus solution supports the use of closed captioning, and the association of the captioning with the streaming media. Captions are viewable during live and archived streaming for full ADA compliance. For archived meetings the captions can also be searched by key words allowing the user to jump to the appropriate point in the video archive. In addition captions can also be used to create a transcript for a particular agenda item through the Granicus MediaManagerT" Software. • Document Management enables documents to be manually loaded and linked to video archives and directly associated to the appropriate agenda items, resulting in a searchable archive that includes both the audio/video record of your meeting and the staff reports or other documents that were used during the meeting. Cross-linking documents and audio/video archives provide the most comprehensive records archive system available. To improve the efficiency of integrating and linking your meeting documents with your meeting audio/video see the Document management Integration option included with Minutes Maker TM. • CD Download with Indexing —Audio/Video Archives can be quickly downloaded and burned to CD by any administrator of the Granicus solution. The CD download also includes the agenda item indexing information so users of the CD can still jump directly to the agenda items they are interested in. This tool conveniently provides offline copies of your meetings for those citizens without Internet access. • Media Delivery subsystems, such as the Granicus Stream Rep licatorTM and MediaVault'", maximize your existing infrastructure investment by allowing you to deliver content using local storage and bandwidth when appropriate. These systems function transparently as part of the Granicus solution, and complement the robust delivery architecture at the Granicus MediaCenterTM. No special training is required to operate these devices as they function autonomously and are controlled by Granicus MediaManagerT" software. • Summary Reports provide you with detailed usage reports concerning: streaming requests, average user bandwidth, outbound bandwidth, content popularity, and media storage usage. • Complete Template Language —The Granicus MediaManagerT" software uses a tag-based template language to display all published content. This allows you to finely control the look and feel of your video and-video-related pages, and does not restrict your layout like a header/footer based publishing system would. These templates can be easily managed through our HTML editor by your webmaster. • Views System —The views system is the counterpart to the template language. The Granicus MediaManagerT" software allows you to publish video archives and a list of upcoming live broadcast to the web by creating views. To create a view you simply select the appropriate template and specific content you would like to have published. For example, a City may want to publish all of its City Council archives and the upcoming live broadcast of the City Council meeting on one webpage. To do this simply select the City Council archive folder and City Council event and then select the appropriate template. This will generate an HTML webpage with the appropriate look and feel and content. Link this page into your existing website and your ready to go. granicus. ;our Granicus Product& Service Overview Granicus Managed Services Granicus has crafted the Managed Services program to compliment each individual solution and ensure its success, regardless of your network environment or technical expertise. Implementing this program provides each client expert attention and support. The Granicus Managed Services program is based on four comprehensive components: storage and distribution management, proactive systems management, continuous software upgrades and unlimited customer advocacy. Storage and Distribution Management: Most organizations are drawn toward the public accessibility that streaming offers; however, Granicus recognizes that many organizations are not in a position to make the costly labor and network infrastructure changes necessary to provide this service. Granicus resolves network concems by hosting your data and software at the Granicus MediaCenter. • Extensive Archive Library. Your solution includes customized retention schedules for each of your meeting bodies. Your solution also includes 200 hours of storage for non-meeting related content. Regardless of the number of times each meeting body convenes, or how long they convene for, your twelve months of meeting-related storage is guaranteed. The 200 hours dedicated to non-meeting content generally accommodates a large number of intemal trainings, emergency preparedness and public service announcements. Options to extend your archive library beyond the standard package are also available • Unlimited Bandwidth. Through the hosted model, Granicus offers every client unlimited bandwidth. No matter how many simultaneous requests for audio/video content Granicus fulfills, bandwidth expenses remain the same. Unlimited bandwidth facilitates reliable, consistent streaming, even in govemments and public agencies with limited IT resources. Proactive Systems Management: Granicus goes above and beyond traditional support models by using systems management software to constantly monitor every component of your solution. Our systems management software sends us.immediate notification to if an error occurs. Our support professionals work diligently to troubleshoot and resolve these issues remotely, so you are continually running with. minimal downtime. While clients are responsible for maintaining their own networks, operating systems, video signal and client-procured hardware, our support team will notify and collaborate with proper client personnel when malfunctions are affecting the integrity of your Granicus solution. Continuous Software Upgrades: Granicus Managed Services ensures that your Granicus software is up-to-date with the latest available security fixes, recommended updates and feature releases. Our feature release process alerts clients when new software versions become available and guarantees that each client experiences a successful update. Many of our new features are in response to the needs expressed by our client family. As a result, we offer a simple, online method of submitting feature requests through our Customer Service Portal. Unlimited Customer Support: The foundation of our customer philosophy is demonstrated by our dedication to immediate support and unlimited access to the Granicus Customer Advocacy Team. Comprised of four specialty groups, this team ensures each client the highest level of success with their Granicus solution. The team combines Outside and Inside Advocates, who are expert trainers and client- relationship managers, with skilled Technical Support Representatives and Web Designers, who go behind the scenes to resolve outstanding issues. Personalized attention, incident response, and on-demand solutions drive our Customer Advocacy philosophy, which is committed to maintaining the technical integrity of every Granicus solution throughout its lifecycle. granlcus. Your Granicus Product Ft Service Overview • Personalized Attention. Granicus Customer Advocacy philosophy dictates that each client is ensured an Outside Advocate as part of their Managed Services. Outside Advocates not only prepare clients to go live with our solution, they also proactively monitor their client's progress. This is accomplished using a sophisticated customer success matrix that helps Advocates determine if their client needs additional training and/or services. As a client's main point of contact for the longevity of the relationship, Advocates develop a unique understanding of the client's processes, technical requirements and training needs. Advocates communicate this knowledge to the rest of the team to ensure smooth and accurate resolutions that meet the client's satisfaction. • Rapid Incident Response: When issues arise, the Customer Advocacy team is standing by ready to deliver proactive advisory and responsive services. Outside Advocates, Inside Advocates and Technical Support Representatives are all available by phone and email to provide technical and strategic incident management during regular business hours: 5am-7pm PST. Granicus Customer Advocacy provides complete support for incident diagnosis and resolution. If a system problem involves complex support procedures, a Case (or help ticket) is created and sent to our support professionals for assessment. Throughout the resolution process, clients are updated with their Case status to guarantee timely and effective progress. Our dedicated support team devotes their complete attention and expertise to the Case until it is resolved and closed. We also provide 24-hour emergency phone support to safeguard our clients from any irregularities during evening meetings. • Customer Service Portal. Granicus Managed Services means a proprietary knowledgebase is just a few mouse clicks away. The Customer Service Portal (CSP) provides all clients with 24/7 access to on-demand support and mentorship. The CSP allows users to access documentation, research solutions to commonly encountered issues or post questions or comments in the User Forum. Additionally, clients may report problems by logging into our secure Portal and opening a Case online. Such Cases are instantaneously entered into the Granicus support queue for quick and efficient problem isolation and response by our Technical Support Representatives. Additionally, clients may continue to expand their knowledge base by attending online classes offered through Granicus UniversityT".-These free, online training sessions are held weekly by our professional Advocates. Upon request, online classes may be specially customized to fit your organization's needs. Furthermbre, Granicus offers an annual User Conference filled with innovative classes, collaborative learning and one-on-one training assistance. - granic us, four Granicus odum & $er,,ice Overview Granicus Professional Services Granicus takes a proactive approach to every product implementation. Our professionals lay a foundation for success by analyzing your business requirements and developing a deployment plan that speaks to your unique needs. The Professional Services model includes a dedicated team to manage each step of the process, from design and configuration to testing and implementation. Granicus exceeds traditional deployment services with personalized project planning and staff transitioning plans. All components of our personalized service model coalesce to smoothly integrate your Granicus solution into your current network environment and day-to-day operations. Network Assessment. A solid network assessment is part of Granicus' preemptive strategy to eliminate network susceptibilities before they affect your streaming operations. Through testing and analysis, deployment engineers work with appropriate personnel to design a solution that fulfills the unique requirements of your network infrastructure. Completion of the network assessment phase verifies that your existing infrastructure is properly configured for a successful deployment. System Deployment. Flexible deployment options empower organizations to bring implementation goals into alignment with existing staff and budget limitations. By adjusting roles and responsibilities, our three deployment options meet a variety of needs without compromising quality. Every system deployment includes installation, configuration and validation. _ • Turnkey: Turnkey deployments are a popular choice for organizations that require minimal integration complexity and the ease of a'plug and play' solution. Granicus Deployment Engineers acquire the necessary hardware, configure software to your specific needs and complete installation before shipping to appropriate personnel for quick and easy installation. Training. Granicus Professional Services offers a training program that is unparallel in quality. Our Customer Advocacy department exceeds premier service organizations by extending a personalized Customer Advocate to maximize the value of your newly installed and configured system. Through pre-training consultations, your Customer Advocate defines your organization's training needs and creates a transition plan that migrates staff members and workflows into your Granicus environment. Advocates take a leading role in project management by serving as the primary contact and working with our Deployment Engineers and Web Designers to confirm system installation, configuration and validation. Next, your Customer Advocate travels to your location to educate individual staff members about their unique role in the Granicus solution. User training is designed to offer comprehensive instruction on how to utilize the Granicus system in the before, during and after-meeting stages. From streaming a live event to capturing motions and votes, our skilled Advocates provide hands-on instruction in the comfort of your meeting and legislative environment. gra n ic.us. Your Granicus Product fl Service Overview Workflow Configuration. Every organization's live meeting process varies slightly, from common phrases utilized to the amount of speaker time allotted. These existing workflows dictate specialized Minutes Maker and Voting System configurations. Granicus engineers work closely with your staff to assess such specifications and design a solution that seamlessly integrates your existing public meeting and legislative operations. Document Tenlplate5. Our MinutesMaker and Voting System solutions produce agenda and minutes documents that resemble your print versions but offer constituents much more in terms of functionality. Each agenda or minutes item is a live link that takes viewers directly to the relevant portion of the audio/video. In order to ensure the visual integrity of your online documents, a Granicus engineer assesses your current format and customizes an HTML-enhanced document template that closely resembles the'original. Granicus Professional Services is dedicated to satisfaction by providing a template that maintains the high formatting standards of your original documents. c 3 i i i i I 1i 1 �I f h gra n ieus. Your Granicus Producr 5 Service Overview Granicus MediaCenterTM' Comprised of two world-class data centers, the Granicus MediaCenter is at the core of our hosted service model.MediaCenter servers store and distribute the audio/video streaming files, applications and deployment services that complete each Granicus solution. This design alleviates your organization of unwanted network congestion while meeting and exceeding the highest industry standards and compliance requirements with 24/7/365 power, cooling, connectivity and security capabilities. • Storage and Distribution. Granicus facilitates the creation of a robust archive library without the costly purchase of memory. The large files contained in your archive library, such as videos, agendas, minutes and supporting legislative documents sit on our servers outside your network. Staff and constituent requests for content are sent directly to our MediaCenter. The MediaCenter fulfills all requests at optimum speeds through our unlimited bandwidth model. • Application Performance. At the heart of each Granicus solution is Media Manager*", a web-based application that drives your live and on-demand streaming and legislative operations from our MediaCenter. By placing this critical application into the hands of our MediaCenter, it is secured around the clock by onsite engineers who ensure optimum network and power availability. MediaCenter houses a number of other integral applications, such as Audio-Video Podcasting,.RSS Feeds and our Video Search Engine. • Deployment Services. Granicus MediaCenter facilitates the centralization of our deployment process. As a result, we offer Flexible options that minimize the complications of Enterprise-wide software integrations. Beyond deployment, the MediaCenter augments the effectiveness of your solution with on-going updates and new versions. • Data Redundancy and Security. In the event of a national disaster, hardware malfunction, or application failure, Granicus MediaCenter delivers business continuity by ensuring the availability of your day-to-day streaming operations. The Granicus defense strategy mandates automatic data replication between world-class data centers in San Francisco, CA and Ashburn, VA. This collocation strategy ensures security while delivering mission critical content to clients across the nation. World-Class MediaCenter • Hosted environment for consistent service • 2 locations for optimum redundancy • 24 hour engineers onsite • Redundant Power capacity on an Independent Power Grid • Biometrically secured 24 hours a day, 7 days a week, 365 days a year • Climate Controlled • Superior, redundant bandwidth providers gra nicus. - Your Granicus Product & Service Overview MinutesMaker" Advantages Working withgovernmentClerks and Secretaries from across the country, Granicus found many were frustrated by the time commitment needed to take detailed minutes. Yet they were equally unsatisfied with the amount of information offered to the public through action minutes. This long-standing dilemma is now re-evaluated as technology advances are challenging the old assumption that you can not get more with less. Instead of trying to reshape the old, the Granicus MinutesMaker Module steps outside the box and introduces a new form of minutes: LinkedMinutes'"-the most comprehensive minutes format in the government sphere today. Integrated Public Record The MinutesMaker Module uses cutting-edge technology to deliver a complete, integrated public record to your constituents. The Granicus vision for an integrated public record dictates that all relevant meeting information is conveniently accessible online. The end result is a dynamic archive showcasing your agendas, minutes, supporting documents, and audio/video recordings, all cross-linked and keyword searchable. LinkedMinutes ' LinkedMinutes takes a leading roll toward achieving this all encompassing archive. This minutes format refers to an online document that is embedded with HTML links to your audio/video recording. By simply clicking on an item, viewers are taken directly to the relevant portion of the audio/video. This method makes obsolete the time-consuming task of rewinding and fast-forwarding through VHS tapes in ,search of just a few minutes of content. Furthermore, public availability of video, integrated into your minutes, alleviates the necessity for clerks or secretaries to take detailed written minutes. LinkedMinutes, which are action minutes in combination with audio/video clips, meet and exceed the detail found in traditional minutes formats. This is due to the fact that most clerks, elected officials and residents feel that viewing the actual proceedings is more accurate and desirable, both intemally and externally, than reading a written interpretation. Process Automation MinutesMaker does much more for time and cost savings than merely changing the need for a lengthy minutes format.The module is unique in its ability to automate much of the annotation process. This simple-to-use software enables you to record meeting attendance, motions, votes, speakers and discussion summaries in real-time; plus, a number of unique, time-saving features have been worked into the product at the request of clerks across the country. Thus, the entire public record is easily created through a single workflow that streamlines the legislative process. 1 The MinutesMaker Workflow Pre-Meeting Action: Maximizing Efficiency • Load Agenda. Before your live meeting, avoid any necessity for re-typing your agenda items by uploading your meeting agenda into the Granicus system. Later, use these agenda items to embed time-stamps in the digital recording. For clients with an existing Agenda Management system, Granicus may seamlessly integrate with such software to import your agenda automatically • Preload Motions. For agenda items that call for motions and votes during the meeting, the Granicus system allows you to pre-load motions, saving you time during your live meeting. 9 • Preload Attendees. Load attendees for indefinite storage and quick selection to assemble motions, votes, and roll call. Meeting attendee settings maybe adjusted as your meeting members alter with elections. granleus. Your Granicus Product a Service Overview • Preload Speakers. Associate speakers to specific agenda items before the meeting. • Publish Agenda. Before the meeting, publish your agenda to your website with a click of a button. As part of Granicus Professional Services, we create a template that allows your HTML agenda to either closely or exactly match your existing agenda format. Supporting documents, such as agenda packets, may be linked into the published agenda, offering comprehensive availability of your meeting documents over the web. _ • Schedule Live Webcast. Schedule your meeting to automatically broadcast live over your website. Live-Meeting Action: Building Minutes Every action of your meeting is recorded with a few clicks of a mouse. This natural process of building your minutes will automatically embed your video stream with time-stamps and result in the Linked Minutes format. • Roll Call. Quickly mark meeting attendees as Present, Absent, or Excused. For quick minutes creation, roll call settings may be configured to default as absent or present. Furthermore, attendance may be changed while the meeting is in session; a member's departure and arrival will appear in your Linked Minutes in accordance with your current minutes format. • Record Agenda Items. As the meeting progresses, record agenda items as they are discussed by activating the items you imported during your pre-meeting process. Recording the item can be accomplished by simply highlighting and pressing return or by dragging and dropping the item to its appropriate location. This drag and drop feature may also be used to adjust the order in which the meeting items are discussed • Speaker Management. In addition to pre-loading speakers, you may add and call individuals to speak on any item during the meeting. Activate the speaker timer by clicking on a button or manually entering the desired amount of time. Speaker timer buttons may be configured to suit your existing meeting process. • Record Motions $ Votes. A few keystrokes in MinutesMaker generate the complete motion and vote text traditionally found in your minutes document. Our highly configurable software guides users through the motion and vote process by prompting the user to select a Mover, Seconder, and Action from pre-loaded drop-down menus. For unanimous yea votes, one button completes the process and even remembers to note which members are absent. Depending on your configuration choices, the text represented in your minutes document is automatically retrieved from your current agenda item or suggested action from staff. The result is a complete text record of the item that is automatically indexed against the audio/video recording. • Quick Notes. Use the Quick Note panel to add notes to selected agenda items and automatically index them against the digital recording. A feature called Text Expansion makes the note-taking process even quicker. This useful feature allows the user to build a library of shortcuts that expand on command.The user can create abbreviations for commonly typed names or phrases and expand them into form with just two easy keystrokes. • Spell Check. Notes are automatically spell-checked. Misspelled words are quickly identified with a red underline and corrected by right-clicking and selecting from alternate spelling suggestions. • Manage Video Stream. Regardless of when the meeting is scheduled to start and stop, you may start, stop, and pause your video stream on the fly. The pause feature prevents unsolicited recordings that occur during long breaks or closed sessions • Toggle between Meetings. occasionally, a clerk or secretary must switch back and forth between separate meetings. MinutesMaker functionality supports this process by allowing you to toggle between meetings with separate agendas on your command. Furthermore, this process will seamlessly create two separate audio/video archives. Post-Meeting • Publish Audio/Video Archive. Your video recording may be automatically published to your website after your meeting. A manual option that requires approval before publishing is also available. This on-demand archive is now granicus. Your Granicus Product ft Service Overview indexed against the agenda, linked to associated documents, searchable by keyword and available to staff and residents . on-demand. • Modify Minutes. Granicus provides clerks and secretaries with a user-friendly interface and associated management tools designed specifically to finalize their records before publishing to the web. Within this interface, specific portions of video may be quickly accessed to review and easily modify notes, votes, items and time-stamps to ensure an accurate public record. • Publish LinkedMinuteS°. Easily publish meeting minutes with a click of the mouse within seconds of approval .through our post-meeting interface. Linked Minutes have become the premier choice for recording meeting actions. Replacing traditional minutes methods with an audio/video record eliminates the possibility of transcription error and drastically reduces call-in requests for information from both staff and residents. Complementary Products: • Mobile Encoder(Video or Audio) • Agenda Management Integration • Granicus VotingSystem • Foot Pedal - • MediaVault • Speaker Timer 1 I gra nicus. Your Granicus ProdUCL If Service Overview Granicus MediaVault"I Granicus solutions are designed to reduce the cost and complexity of government and public agency operations while increasing organizational efficiency. Organizations that integrate streaming video not only revolutionize the way they communicate with their constituents, they also improve operational efficiency and productivity inside the workplace. Staff members value on-demand access to your meeting webcasts because it encourages participation and delivers convenient, timely, and accurate information while enhancing productivity. Accessing archived content is particularly important for clerks and administrative staff who often review portions of the video when preparing minutes for public consumption. However, staff requests for on-demand video have the potential to put enormous strains on your internal network and internet bandwidth. Granicus MediaVault alleviates this challenge by offering your entire staff reliable, quality, on-demand videos, without consuming your available bandwidth. Why MediaVault? J320K tin Stream to Gramcm Mediatemer. HOW it Works. Generally, all requests for archived video, whether internal or from the public, are sent to our MediaCenter'" via the internet. The MediaCenter replies by delivering the stream to the computer. This hosted model allows jurisdictions of all sizes to reach their entire constituency without adjusting their network infrastructure. It also means, however, that internal viewers watching on-demand content may utilize large amounts of internet bandwidth. For organizations unable to support simultaneous requests for archived content, MediaVault is the answer. Granicus MediaVault stores video content on a server inside your local network (LAN/WAN). Rather than taxing your internet connection to access the archived stream, MediaVault intelligently routes internal users to servers on your network without causing user traffic to flow over your internet connection. Intelligent Routing. The Granicus solution uses a hybrid distribution architecture that synchronizes video content between the internal MediaVault server and our MediaCenter. This process enables MediaVault to store all on-demand content. MediaVault may then intelligently identify whether requests for content are sent from within your network or from the public. All internal requests for on-demand streams are fulfilled by the MediaVault, while Granicus' MediaCenter distributes on-demand streaming to worldwide audiences from our servers outside your network. The entire system is self-managing and requires no user intervention, so you can focus on your content and business practices rather than network architecture, cache servers, or complex synchronization systems. Optimize Streaming. Requests for more internet bandwidth than your network contains can create network congestion. This results in slower internet speeds for all those within the network. With MediaVault, internal viewers do not consume your bandwidth. Instead, staff members encounter reliable, on-demand viewing and the elimination of unwanted buffering. As a B granicus. Your Granicus Product R Service Overview result, clerks, secretaries and administrative staff have time and increase productivity with buffer-free access to the information they need, when they need it. - Expand Your Video Library. Granicus solutions include a standard twelve-month retention schedule for storing your meeting content in our MediaCenter. Furthermore, Granicus provides 200 hours of non-meeting storage space for all clients. Non-meeting content generally includes emergency broadcasts and popular original programming, such as community shows, educational programs and public service announcements. MediaVault gives you the Flexibility to indefinitely expand your video library past these twelve months and 200 hours. The Granicus MediaVault facilitates long-term content storage on a server inside your local network. How you publish this content is entirely within your control. Content may be published publicly or remain for staff consumption only. Either way, your content library is only limited by your ability to create video content. Information Assurance. A number of municipal departments, such as Police and Fire, have a civic duty to maintain high standards of information security.The Granicus MediaVault meets and exceeds these concems by providing a secure environment to store sensitive video content behind your Firewall. Storage and distribution of confidential information, such as departmental training videos and associated documentation may be securely accessed by privileged staff members without jeopardizing the confidentiality of the content. Complementary Products • StreamReplicator'" • Granicus Foot Pedal i i e i I s i @ granicus' Your Granicus Product n Service Overview Granicus Outcast' Encoder — Feature Rich Encoding The Granicus Outcast encoder coupled with the Granicus MediaManagerT" Software makes live streaming and archiving a simple and hands off process. Most encoders simply convert an audio video signal into a digital format that can be used for streaming; the Granicus Outcast'" does much more. Using the Granicus OutcastT" with your Granicus solution allows for live indexing, synchronized captioning and automatic archiving and file transfer to distribution servers. Your Outcast encoder is also monitored and maintained by Granicus as a part of your monthly managed services. I � 3�mro AWn to byiey))u � s•mroin ConygVlVNw m1M4'{ �( MCti PY,JM Auib YeH y 3a• Y Granicus Mi;OutCast�Encoder f i M�tNMpna t How it Works The Granicus Outcast Encoder has a video capture card (Osprey 230 by Viewcast) placed into the PCI slot of on the Outcast encoder server. It is important to get a clean video and/or audio signal to the Osprey card. The Osprey comes with an "octopus" cable that accepts the following physical connections: Video:Composite (BNC), S-Video Audio: Balanced stereo (2 x XLR), Unbalanced stereo (2 x RCA) While broadcasting a live event, the on-site Granicus OutcastT" Encoder receives your AV signal and converts it from analogue to digital. Next, it converts the signal to the Windows Media format (multiple bit rates are supported). While streaming live,the outcast encoder also writes a copy of the Windows Media file to the encoder server's the hard drive.During the encoding process, the ender is responsible for adding the index points and closed captioning meta data to the live event and archive file. When the event is over, the encoder will then automatically transfer the archive file to the hosted and client side distribution servers. When the file transfer is complete, MediaManager will automatically publish links to the integrated public record. EXHIBIT B SUPPORT INFORMATION 1. Contact Information. The support staff at Granicus may be contacted by the Client at its mailing address, general and support-only telephone numbers, and via e-mail or the Internet. (a) Mailing Address. Mail may be sent to the support staff at Granicus headquarters, located at 568 Howard Street, Suite 300, San Francisco,California,94105. (b) Telephone Numbers. Office staff may be reached from 8:00 AM to 7:00 PM Pacific time at (415) 357-3618 or toll-free at (877) 889-5495. The technical support staff may be reached at (415) 655-2400 from 8:00 AM to 7:00 PM Pacific time. After hours or in case of a technical support emergency, the support staff may be reached at (415)655-2414,twenty-four(24)hours a day, seven(7) days a week. (c) Internet and E-mail Contact Information. The website for Granicus is htti)://www.zranicus.com. E-mail may be sent to the support staff at - supportAgranicus.com. 3. Support Policy. When Granicus received notification of an issue from Client, a Granicus account manager or technical support engineer will respond directly to the Client via phone or e- mail with (a) an assessment of the issue, (b) an estimated time for resolution, and (c) will be actively working to resolve the issue as appropriate for the type of issue. Notification shall be the documented time that Granicus receives the Client's call or e-mail notifying Granicus of an issue or the documented time that Granicus notifies Client there is an issue. Granicus reserves the right to modify its support and maintenance policies, as applicable to its customers and licensees generally, from time to time,upon reasonable notice. 4. Scheduled Maintenance. Scheduled maintenance of the Granicus Solution will not be counted as downtime. Granicus will clearly post that the site is down for maintenance and the expected duration of the maintenance. Granicus will provide the Client with at least two (2) days prior notice for any scheduled maintenance. All system maintenance will only be performed during these times, except in the case of an emergency. In the case that emergency maintenance is required, the Client will be provided as much advance notice, if any, as possible under the circumstances. 5. Software Enhancements or Modifications. The Client may, from time to time, request that Granicus incorporate certain features, enhancements or modifications into the licensed Granicus Software. Subject to the terms and conditions to this exhibit and the Service Agreement, Granicus and Client will use commercially reasonable efforts to perform all tasks in the Statement of Work ("SOW"). Upon the Client's request for such enhancements/modifications,the Client shall prepare a SOW for the specific project that shall define in detail the Services to be performed. Each such SOW signed by both parties is deemed incorporated in this exhibit by reference. Granicus shall submit a cost proposal including all costs pertaining to furnishing the Client with the enhancements/modifications. 5.1 Documentation. After the SOW has been executed by each party, a detailed GRANICUs,INC.SERVICE AGREEMENT—SLA B-1 Version 4.0 - requirements and detailed design document shall be submitted illustrating the complete financial terms that govern the SOW, proposed project staffing, anticipated project schedule, and other information relevant to the project. Such enhancements or modifications shall become part of the licensed Granicus Software. 5.2 Acceptance. Client understands that all work contemplated by this exhibit is on a "time-and-materials" basis unless otherwise stated in the SOW. Within ten (10) business days of Granicus's completion of the milestones specified in the SOW and delivery of the applicable enhancement/modification to Client, Client will provide Client with written notice of its acceptance or rejection of the enhancement/modification, based on the acceptance criteria set forth in the SOW. Client agrees that it will not reject any enhancement/modification so long as it substantially complies with the acceptance criteria. 5.3 Title to Modifications. All such modifications or enhancements shall be the sole property of the Granicus. 6. Limitation of Liability; Exclusive Remedy. IN THE EVENT OF ANY INTERRUPTION, GRANICUS'S SOLE OBLIGATION, AND CLIENT'S EXCLUSIVE REMEDY, SHALL BE FOR GRANICUS TO USE COMMERCIALLY REASONABLE EFFORTS TO RESTORE ACCESS AS SOON AS REASONABLY POSSIBLE. [End of Support Information] GRANICUS,INC.SERVICE AGREEMENT—SLA B-2 Version 4.0 EXHIBIT C GRANICUS, INC. 1 HARDWARE EXHIBIT THIS HARDWARE EXHIBIT is entered into by Granicus and Client, as an attachment to the Service Agreement between Granicus and Client, for the sale of the hardware components of the Granicus Solution (the "Hardware") by Granicus to Client. This exhibit is an additional part of the Service Agreemerit and is incorporated therein by reference. This exhibit does not change any term of the Service Agreement except to the extent it is contrary to the Service Agreement. Capitalized terms used but not defined in this exhibit have the meanings given in the Service Agreement. r 1. Purchase Price; The purchase price for the Hardware shall be the price specified in the Proposal. 2. Title and Delivery. Any scheduled ship date quoted is approximate and not the essence of this exhibit. Delivery is F.O.B. Granicus's point of shipment. Granicus will select the shipment method unless otherwise mutually agreed in writing. The risk of loss passes to Client upon delivery to the carrier of Granicus's point of shipment. Granicus retains title'to the Hardware until Granicus has received payment in full of all sums due pursuant to this exhibit. Granicus retains title to and ownership of all Granicus Software installed by Granicus on the Hardware, notwithstanding the use of the term "sale"or"purchase." 3. Acceptance. Use of the Hardware by Client, its agents, employees or licensees, or the failure by Customer to'reject the Hardware within fifteen (15) days following delivery of the Hardware,constitutes Client's acceptance. Customer may only reject the Hardware if the Hardware does not conform to the applicable written specifications. 4. Hardware Warranty. Granicus will provide to Client any warranty provided by the manufacturer with respect to the Hardware. Granicus shall repair or replace any Hardware provided directly from Granicus that fails to function properly due to normal wear and tear, defective workmanship, or defective materials as long as such Hardware is then under the manufacturer's warranty. 5. Service Response Time. For hardware issues requiring replacement, Granicus shall respond (via written or verbal acknowledgment) to the request made by the Client within twenty- four(24) hours. Hardware service repair or replacement will occur within seventy-two (72) hours of the request by the Client, not including the time it takes for the part to ship and travel to the Client. The Client shall grant Granicus or its Representatives access to the Hardware for the purpose of repair or replacement at reasonable times. Granicus will keep the Client informed regarding the time frame and progress of the repairs or replacements. 6. DISCLAIMER, OF WARRANTIES. NOTWITHSTANDING THE MAINTENANCE PROVIDED UNDER SECTION 4 ABOVE, THE SOLE WARRANTY ON THE HARDWARE IS ANY MANUFACTURER'S WARRANTY AS PROVIDED IN SECTION 1 ABOVE, AND GRANICUS DISCLAIMS ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, OF MERCHANTABILITY AND AGAINST INFRINGEMENT, WITH RESPECT TO THE HARDWARE. NO PERSON IS AUTHORIZED TO MAKE ANY WARRANTY OR REPRESENTATION ON BEHALF OF GRANICUS. GRANICUS,INC.SERVICEAGREEMENT-TRADEMARK C•1 Version 4.0 I 7. LIMITATION OF LIABILITY. GRANICUS SHALL NOT BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THIS EXHIBIT INCLUDING WITHOUT LIMITATION LOSS OF PROFIT, WHETHER SUCH LIABILITY ARISES UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF GRANICUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN. IN NO EVENT WILL GRANICUS'S LIABILITY TO CLIENT ARISING OUT OF OR RELATING TO THIS EXHIBIT EXCEED THE AMOUNT OF THE PURCHASE PRICE PAID TO GRANICUS BY CUSTOMER FOR THE HARDWARE. (end Of Hardware Exhibit] GRANICUS,INC.SERVICE AGREEMENT-TRADEMARK C-2 Version 4.0 t EXHIBIT D TRADEMARK INFORMATION Granicus Registered Trademarks granicus- Granicus logo as a mark Granicus MediaVault® Mobile Encoder® Outcast Encoder StreamReplicator Granicus Trademark Names TM Integrated Public Record' Intelligent Routing'" LinkedMinutes' LiveManager" MediaCenter. MediaManager' MeetingMember' MeetingServer' Simulcast Encoder' VoteCast' VoteCast" Classic VoteCast� Touch 9 Client Trademarks i s i GRANICUS,INC.SERVICE AGREEMENT—TRADEMARK C-1 Version 4.0 EXHIBIT E TERMINATION OR EXPIRATION OPTIONS REGARDING CONTENT In case of termination by Client or expiration of the Service Agreement, Granicus and the Client shall work together to provide the Client with a copy of its Content. The Client shall have the option to choose one(1) of the following methods to obtain a copy of its Content: • Option 1: Video files on DVR and a compact disc (CD) that contains the index and clip name data in CSV or XML format will be created and sent to the Client. This option may result in an additional charge to Client. • Option 2: Provide the Content via download from MediaManager or from a special site created by Granicus. This option shall be provided free of charge. • Option 3: Granicus shall provide the means to pull the content from the MediaVault in CSV or XML format. This option shall be provided free of charge. The Client and Granicus shall work together and make their best efforts to transfer the Content within the sixty (60) day termination period. Granicus has the right to delete Content from its services after sixty(60)days. GRANICUS,INC.SERVICE AGREEMENT-TERMINATION E-1 Version 4.0 EXHMFF F INSURANCE REQUIREMENTS Insurance. 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. 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: 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); and (3) Workers' Compensation and Employer's Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. Minimum Limits of Insurance. Consultant 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 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. d i Professional Liability. Consultant shall procure and maintain, and require its sub-consultants to procure and maintain, for a period of five (5) years following completion of the Project, errors and omissions liability insurance appropriate to their profession. Such insurance shall be in an amount not less than $1,000, per claim, and shall be endorsed to include contractual liability. 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: General Liability. 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, GRANICUS, INC.SERVICE AGREEMENT—Insurance F-1 Version 4.0 officers employees, a ents and volunteers or if excess,ss, shall stand in an unbroken Chain am 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. 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. 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. 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. 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. Deductibles and Self-Insurance Retentions. Any deductibles or 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. 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. GRANICus, INC. SERVICE AGREEMENT—Insurance F-1 Version 4.0 i c Verification of Coveiaee. 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. 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 tunes 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 lawfully,required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 6 p i t I i s I GRANICUS, INC.SERVICE AGREEMENT—Insurance F-1 Version 4.0 r s CONSENTITEM TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: JAMES MAKSHANOFF, ASSISTANT CITY MANAGER VIA: F.M. DELACH, CITY MANAGER DATE: FEBRUARY 17, 2009 SUBJECT: FOOTHILL TRANSIT, POTENTIAL NEW MEMBER—PASADENA, AMENDED JOINT POWERS AGREEMENT RECOMMENDATION It is recommended that the City Council approve staffs recommendation approve the attached amended joint powers agreement which would add Pasadena to the Foothill Transit Joint Powers Authority (JPA). BACKGROUND At the Annual Foothill Transit meeting on May 7, 2008 the Governing Board voted to extend an invitation to the City of Pasadena to join the JPA. This would require the approval of the County of Los Angeles and each member city. By allowing Pasadena to join the JPA it would increase the JPA's political clout in Sacramento and Washington D.C. However, it would also weaken each member city's authority as a member of the JPA. On October 30, 2008 the Foothill Transit Governing Board unanimously voted to request that all Foothill Transit JPA organizations formally approve amending the Foothill Transit JPA agreement to add the City of Pasadena as a JPA member. Foothill Transit is now asking each member city to approve the attached amended joint powers agreement. FISCAL IMPACT None at this time. EXHIBITS Amended Joint Powers Agreement 1 AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT BETWEEN THE COUNTY OF LOS ANGELES AND THE CITIES OF ARCADIA, AZUSA, BALDWIN PARK, BRADBURY, CLAREMONT, COVINA, DIAMOND BAR, DUARTE, EL MONTE, GLENDORA, INDUSTRY, IRWINDALE, LA HABRA HEIGHTS, LA PUENTE, LA VERNE, MONROVIA, PASADENA, POMONA, SAN DIMAS, SOUTH EL MONTE, TEMPLE CITY, WALNUT AND WEST COVINA CREATING AN AGENCY TO BE KNOWN AS FOOTHILL TRANSIT THIS AGREEMENT, dated the 141h day of April 1988, is entered into between the COUNTY OF LOS ANGELES, a political subdivision of the State of California, the CITIES OF ARCADIA, AZUSA, BALDWIN PARK, BRADBURY, CLAREMONT, COVINA, DIAMOND BAR, DUARTE, EL MONTE, GLENDORA. INDUSTRY, IRWINDALE, LA HABRA HEIGHTS, LA PUENTE, LA VERNE, MONROVIA, PASADENA, POMONA. SAN DIMAS, SOUTH EL MONTE. TEMPLE CITY, WALNUT and WEST COVINA, each a municipal corporation of the State of California, (collectively referred to as "Cities" herein.) WITNESSETH: WHEREAS, Cities and County are empowered by law to plan, contract for and operate public transit services as authorized by the Los Angeles County Transportation Commission's approval of the local transportation zone on December 2, 1987; WHEREAS, the County and Cities in the San Gabriel Valley are desirous of providing public transit services on:a more cost effective basis in the area of the approved transportation zone; WHEREAS, it is deemed advisable for Cities and County to jointly exercise their common powers in the manner set forth in this Agreement; FT Joint Powers Agreement-081024 5ignature.doc WHEREAS, on September 25, 1995, the Los Angeles County Metropolitan Transportation Authority, the successor agency to the LACTC, designated the Agency as an included municipal operator, as defined by Public Utilities Code section 99207, effective July 1, 1996; NOW, THEREFORE, Cities and County, for and in consideration of the mutual benefits, promises and agreements set forth herein, agree as follows: Section 1. PURPOSE AND BENEFIT The Agreement is made pursuant to the provisions of Article 1, Chapter 5, Division 7, Title 1 of the Government of the State of California (commencing with Section 6500, hereinafter referred to as "Act") relating to the joint exercise of powers referred to in the above recitals. Cities and County each possess the powers referred to in the above recitals. The purpose of this Agreement is to exercise such powers jointly by planning, contracting for and operating public transit services as authorized by the Los Angeles County Metropolitan Transportation Authority's approval of the included municipal operator to provide more cost effective service. Such purposes will be accomplished and said common powers exercised in the manner set forth in this Agreement. Section 2. TERM. This Agreement shall become effective as of the date hereof and shall continue in full force and effect for a period of three years from the date service begins, unless continued for a longer term by an extension of the approval of the included municipal operator by the Los Angeles County Metropolitan Transportation Authority, provided that the term shall not expire until all Bonds, as that term is defined in Section 11 herein, are provided for and issued pursuant hereto and the interest thereon shall have been paid in full or adequate provision for such payment have been made as set forth in the proceedings for the issuance thereof, whichever date is earlier. Fr Joint Powers Agreement-081024 Signature.doc Paget e Section 3. FOOTHILL TRANSIT. A. Creation of.Foothill Transit. Pursuant to the Act, there is hereby created a public entity, separate and apart from the r parties hereto, to be known as "Foothill Transit". The debts, liabilities and obligations of Foothill Transit shall not constitute debts, liabilities or obligations of either Cities or County. Foothill Transit will defend, indemnify and hold harmless the Cities and County for liability arising as a result of this Agreement. B. Foothill Transit Governing Board Members. Foothill Transit shall governed by the Foothill Transit Governing Board ("Governing Board") consisting of one:elected city council member or mayor from each City and three members appointed by the Board of Supervisors. Each City may also select an alternate who is also an elected city council member or mayor from that City. No person who receives the substance of his/her income from another transit operating agency may sit on Foothill Transit or Executive Board. C. Foothill Transit Executive Board Members. Foothill Transit shall have an administrative entity, the Executive Board ("Executive Board") composed of five members of the Governing Board at the time of their appointment to i the Executive Board, each serving in his/her individual capacity as a member of the Executive Board. One named alternate may be selected for each Board member under rules which the Governing Board may adopt. . One member shall be a County appointee. Four members and their alternates shall be selected from Governing Board members from the Cities according to rules which the Governing Board may adopt, provided that each such Executive Board member and each alternate shall at all times be an elected city council member or mayor of a member I city. 1 D. Meetings of the Governing Board and Executive Board. (1) Regular Meetings. FT Joint Powers Agreement-081024 signature.doc Page 3 The Governing Board and Executive Board shall provide for regular meetings; provided that the Governing Board shall hold at least one regular meeting in each year and the Executive Board shall hold at least one meeting per quarter and there shall be such further meetings as a quorum of either board may reasonably request depending upon the pressure of business. The dates upon which and the hour and place at which any regular meetings shall be held be fixed by resolution and a copy of such resolution shall be filed with Cities and County. The place of the regular meetings shall be within the Foothill Transit service area. (2) Ralph M. Brown Act. All meetings of the Governing Board and Executive Board, including without limitation, regular, adjourned regular and special meetings, shall be called, noticed, held and conducted in accordance with the provisions of the Ralph M. Brown Act(commencing with Section 54950 of the Government Code of the State of California). (3) Minutes. The Secretary of Foothill Transit shall cause minutes of regular, adjourned regular and special meetings to be kept, and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each member of Foothill Transit. (4) Quorum. Fifty percent plus one of the members present at a Governing Board or Executive Board meeting shall constitute a quorum for the transaction of business, except that lesser number may adjourn for lack of a quorum. E. Secretary, Treasurer. Auditor and Counsel. The Executive Board may appoint a Secretary of the Board. Subject to the restrictions contained in Sections 6505.5 and 6505.6 of the California Government Code, the Board may designate the treasurer and auditor of Foothill Transit or may appoint one of its officers to either or both of such positions. Unless and until the Executive Board makes a contrary designation or appointment, the Executive Officer-Clerk of the Board of Supervisors shall be and act as the FT JaM Powers Agreement-081024 Signeture.do Page 4 I�' Secretary of the Executive Board, the County Treasurer shall be and act as the Treasurer of Foothill Transit, and the County Auditor-Controller shall be and act as the Controller(Auditor) of Foothill Transit. The County Counsel shall, on request, advise the Executive Board in connection with any business relating to the Foothill Transit. The Executive Board may employ other counsel to represent the Foothill Transit in any manner. 6 Section 4. POWERS OF FOOTHILL TRANSIT AND BOARD. (1) General Powers of Foothill Transit. Foothill Transit shall have the powers common to Cities and County set forth in the recitals of this Agreement, to wit: the power to plan, contract for and,operate public transit services as authorized by the Los Angeles County Metropolitan Transportation Authority's approval of the local transportation zone. Foothill Transit is hereby authorized to do all acts necessary for the exercise of said common powers, including, but not limited to, any or all of the following: to make and enter into contracts, to acquire, construct, or to provide for maintenance and operation by contract, to maintain and operate any buildings, work, improvements, or facility, to acquire (by condemnation or contract), hold or dispose of property; and, with any required approval of Los Angeles County Metropolitan Transportation Authority to amend this Agreement and to annex to Foothill Transit, to incur debts, liabilities or other a obligations which shall not constitute debts, liabilities or obligations of any party to this Agreement; to insure or obtain insurance for itself and all parties to this Agreement and to sue and be sued in its own 3 name and to defend and hold harmless the parties to this Agreement. Said powers shall be exercised in the manner provided in said Act and, except as expressly set forth herein, subject only to such restrictions upon the manner of exercising such powers as are imposed upon 1 County in the exercise of similar powers. Foothill Transit may also issue Bonds as defined in Section 11 herein. 1 i FT Joint Powers Agreement-081024 Signature.Coc Page 5 (2) Rulemaking Powers of Foothill Transit Foothill Transit shall have the power to adopt and implement such rules and regulations as may be necessary to effect the purposes of this Agreement and which do not conflict with any terms of this Agreement, including but not limited to the power to determine qualification and compensation, if any, of Board members, to determine the procedure for selection of Board members representing cities, their terms, their alternates, if any, and related requirements, to select officers of Foothill Transit not provided for in this Agreement, and to adopt rules relating to fares, routes, and service modifications including the delegation of specified powers relating to Board. B. Powers of Board. The Executive Board shall have the power to adopt and implement such rules and regulations as may be necessary to effect the purposes of this Agreement and which do not conflict with any terms of this Agreement or rules of Foothill Transit, including but not limited to the power to select officers and their terms and related requirements, to establish committees advisory to the Executive Board and the power to adopt parliamentary rules. Section 5. ROUTES, FARES AND SERVICE MODIFICATIONS. The Executive Board shall recommend fares and routes and service modifications to the Governing Board subject to such rules as the Governing Board may adopt. Section 6. FISCAL YEAR. For the purposes of this Agreement, the term "Fiscal Year" shall mean the period from July 1 of each year to and including the following June 30. Section 7. PAYMENT AND REIMBURSEMENT Foothill Transit shall, upon request, pay or reimburse Cities or County for reasonable expenses incurred and payments made by Cities or County in connection with the administration of Foothill Transit. Foothill Transit specifically agrees to reimburse County as FT Joint Powers Agreement-081024 Signature.doe Page 6 soon as possible for buses which County provides, with interest rates and such other terms as may be mutually agreeable. Section 8. FINANCIAL CONTRIBUTION. Operating funds shall be obtained from the Los Angeles County Metropolitan Transportation Authority to the maximum amount possible. During the initial three years of this Agreement, County shall meet Los Angeles County Metropolitan Transportation Authority's requirement to provide five percent (5%) of the operating budget. If Foothill Transit is required to provide a portion of its operating budget beyond the initial three years, Cities and County may provide funds or assign programs which meet Los Angeles County Metropolitan Transportation Authority eligibility criteria to fulfill such requirements. Section 9. OPERATIONS. Foothill Transit shall operate in accordance with the operations plan and implementation program approved by the.Los Angeles County Metropolitan Transportation Authority on December 2, 1987 and as may be amended from time to time by the Commission. Section 10. ASSISTANCE TO FOOTHILL TRANSIT. Cities and County may in appropriate circumstances: (a) Make contributions from their treasuries for the purposes set forth herein, (b) make advances of public funds for such purposes, such advances to be repaid as provided herein, or(c) use their personnel, equipment i or property in lieu of other contributions or advances. The provisions of Government Code Section 6513 are hereby incorporated into this Agreement. Section 11. BONDS. Foothill Transit may issue Bonds in order to finance acquisition and construction of facilities and vehicles, or�to finance operations or any lawful activities of Foothill Transit, or for any other purpose permitted under applicable law, including the establishment of reserves and the payment of incidental expenses. The term "Bond" means any evidence of indebtedness authorized by the Act or any other applicable law now existing or hereafter enacted, including FT Joint Powers Agreement-081024 Signature.doc Page but not limited to revenue bonds and notes, bond anticipation notes, certificates of participation, lease purchase agreement or other evidence of indebtedness. Foothill Transit may also issue refunding bonds to refund any Bonds or other obligations of Foothill Transit. Bonds may be issued from time to time in more than one series, may be sold by competitive bidding or by private sale, to the extent permitted by law, and shall not constitute a debt, liability or obligation of Cities or County or any of them. Any issuance of Bonds shall be approved by a resolution of the Executive Board and shall not be subject to the approval or consent of County, Cities or any other person or entity. The services of bond counsel, financing consultants and other consultants and advisors may be used by Foothill Transit in connection with the issuance and sale of Bonds. The fees and expenses of such counsel, consultants and advisors may be paid from the proceeds of the Bonds, and Cities or County may be reimbursed from such proceeds for any portion of such fees and expenses which it has paid prior to the issuance of such Bonds. In connection with the issuance of Bonds, the Executive Board may approve such other contracts and arrangements, and take such other actions, as may be permitted under any applicable law, including but not limited to Chapters 5.5, 11 and 12 of Division 6 of Title 1 of the California Government Code. Section 12. ACCOUNTS AND REPORTS. To the extent not covered by the duties assigned to any trustee appointed under any resolution authorizing the issuance of bonds by Foothill Transit, the Controller of Foothill Transit, shall establish and maintain such funds and accounts as may be required by good accounting practice or by the provisions of any resolution authorizing the issuance of Bonds by Foothill Transit. The books and records of Foothill Transit in the hands of the trustee or the Controller shall be open to inspection at all reasonable times by representatives of Cities and County and Los Angeles County Metropolitan Transportation Authority. The Controller of Foothill Transit, within 180 days after the close of each fiscal year, shall give a complete written report of all FT Joint Powers Agreement-081024 Signatum.doc Page I financial activities for sucli fiscal year to Cities, County and Foothill Transit to the extent such activities are not covered by the report of any trustee. t Any trustee appointed under any resolution or indenture authorizing the issuance of Bonds by Foothill Transit'shall be required to establish suitable funds, furnish financial reports and provide suitable accounting procedures to carry out the provisions of said resolution and this Agreement. Additionally, the Treasurer of Foothill Transit shall assume the duties (to the extent not covered by the duties assigned to any trustee) required by the laws of the State of California, including the duties described in Section 6505.5 of the Government Code or as said Section may be amended. Section 13. FUNDS. The Treasurer of Foothill Transit shall have the custody of said disburse Foothill Transit funds pursuant to the accounting procedures developed in accordance with the provisions of Section 11 hereof and as nearly as possible in accordance with normal County procedures. i The public officers (namely, the Controller and Treasurer) herein designated as the persons responsible for any moneys of Foothill Transit are hereby also designated as responsible for all other property of Foothill Transit as required by Government Code Section 6505.1. The parties to this Agreement hereby find and determine that the Controller shall be liable on his official bond,in the amount of$50,000 and the Treasurer shall be liable on his official bond in the amount of$300,000. Section 14. DISPOSITION OF SURPLUS. Upon the termination of this Agreement, all property of Foothill Transit shall vest in the respective parties to thislAgreement which theretofore transferred, conveyed or leased said property to the Foothill Transit. Any other property, funds and assets of the Foothill Transit shall be returned to the Cities;or County in proportion to their contributions. 3 FT Joint Powers Agreement-061024 Signalure.eoc Page 9 r i i Section 15. WITHDRAWAL FROM FOOTHILL TRANSIT. Cities and County, pursuant to the Transportation Zone Guidelines of Los Angeles County Transportation Commission, have agreed to support Foothill Transit for a minimum of one year once service has been initiated. After one year, Cities and County may withdraw from Foothill Transit subject to the following conditions and whatever additional conditions Foothill Transit may adopt: 1) that withdrawal from Foothill Transit requires a minimum 120 day notice and 2) withdrawal from Foothill Transit requires acknowledgment that Southern California Rapid Transit District/Los Angeles County are not required to provide replacement service. Section 16. NOTICES. Notices hereunder shall be sufficient if sent by regular mail, postage prepaid, to the City Managers of each City at: ARCADIA: 240 W. Huntington, Box 60, Arcadia, CA 91006 AZUSA: 213 E. Foothill Boulevard, Azusa, CA 91702 BALDWIN PARK: 14403 E. Pacific Avenue, Baldwin Park, CA 91706 BRADBURY: 600 Winston Avenue, Bradbury, CA 91010 CLAREMONT: P.O. Box 880, 207 Harvard Avenue, Claremont, CA 91711 COVINA: 125 E. College Street, Covina, CA 91722 DIAMOND BAR: 21660 East Copley Drive, Suite 100, Diamond Bar, CA 91765 DUARTE: 1600 Huntington Drive, Duarte, CA 91010 EL MONTE: 11333 Valley Boulevard, Box 6008, EI Monte, CA 91734 GLENDORA: 116 E. Foothill Boulevard, Glendora, CA 91740 INDUSTRY: Box 3366, Industry, CA 91744 IRWINDALE: 5050 N. Irwindale Avenue, Irwindale, CA 91706 LA HABRA HEIGHTS: 1245 N. Hacienda Boulevard, La Habra Heights, CA 90631 LA PUENTE: 14900 East Main Street, La Puente, CA 91744 LA VERNE: 3660 "D" Street, La Verne, CA 91750 FT Joint Powers Agreement-081024 Signature.doc Page 10 SII 3 MONROVIA: 415 South Ivy Avenue, Monrovia, CA 91016 PASADENA: 100 North Garfield Avenue, Pasadena, CA 91109 POMONA: P.O. Box 660, 505 South Garey Avenue, Pomona, CA 91769 SAN DIMAS: P.O. Box 307, 245 E. Bonita Avenue, San Dimas, CA 91773 SOUTH EL MONTE: 1415 N. Santa Anita Avenue, South EI Monte, CA 91733 TEMPLE CITY: 5938 N. Kauffman Avenue, Box 668, Temple City, CA 91780 WALNUT: 21201 La Puente Road, Box 682, Walnut, CA 91789 WEST COVINA: P.O. Box 1440, West Covina, CA 91793 r COUNTY: Executive Officer—Clerk of the Board of Supervisors, Room 383 Hall of Administration, Los Angeles, CA 90012 FOOTHILL TRANSIT: Executive Officer— Clerk of the Board of Supervisors, Room 383 Hall of Administration, Los Angeles, CA 90012 Section 17. MISCELLANEOUS. The section headings herein are for convenience only and are not to be construed as modifying or governing the language in the section referred to. Whenever in this Agreement any consent or approval is required the same shall not be unreasonably withheld. This Agreement is made in the State of California under the Constitution and laws of such state and is to be so construed. Where reference is made in this Agreement to Controller or Treasurer indicating specific duties to be undertaken by said officers, said officers may independently determine which of them shall undertake any particular duty. { Section 18. SEVERABILITY. I Should any part, term, portion or provisions of this Agreement be by the courts decided to be illegal or in conflict with any law of the State of California, or otherwise be rendered y unenforceable or ineffectual, the validity of the remaining parts, terms, portions of provisions shall be deemed severable and shall not be affected thereby, provided such remaining portion FT Joint Powers Agreement-OB1024 6gnsture.doc Page 11 or provisions can be construed in substance to continue to constitute the Agreement that the parties intended to enter into in the first instance. Section 19. SUCCESSORS. This Agreement shall be binding upon and shall inure to the benefit of the successors of the parties hereto. Section 20. EFFECTIVE DATE The effective date of this Amended and Restated Agreement shall be the latest date of execution by a party. This Amended and Restated Agreement may be signed in counterparts. IN WITNESS WHEREOF. the parties hereto have caused this Amended and Restated Agreement to be executed and attested by their proper officers. [Signatures continued on following pages.] FT Joint Powers Agreement-081024 Sig nalure.doc Page 12 I ' ATTEST: COUNTY OF LOS ANGELES By By Title Title Dated APPROVED AS TO FORM: By Title ATTEST: CITY OF ARCADIA By By Title i Title Dated APPROVED AS TO FORM: i i By Title ATTEST: CITY OF AZUSA By By Title Title 3 Dated APPROVED AS TO FORM: 1 By Title FT Joint Powers Agreement-081024 Slgnature.d« - Page 13 ATTEST: CITY OF BALDWIN PARK By By Title Title Dated APPROVED AS TO FORM: By Title ATTEST: CITY OF BRADBURY By By Title Title Dated APPROVED AS TO FORM: By Title ATTEST: CITY OF CLAREMONT By By Title Title Dated APPROVED AS TO FORM: By Title FT Joint Powers Agreement-081024 Signature.doc Page 14 ATTEST: CITY OF COVINA BY BY 3 Title ° Title Dated APPROVED AS TO FORM: t By Title ATTEST: CITY OF DIAMOND BAR By By Title Title Dated APPROVED AS TO FORM: By Title ATTEST: CITY OF DUARTE By By i Title Title Dated APPROVED AS TO FORM: By 1 Title i j { 3 FT Joint Powers Agreement-081024 Signature.doc Page 15 I ATTEST: CITY OF EL MONTE By By Title Title Dated APPROVED AS TO FORM: By Title ATTEST: CITY OF GLENDORA By By Title Title Dated APPROVED AS TO FORM: By Title ATTEST: CITY OF INDUSTRY By By Title Title Dated APPROVED AS TO FORM: By Title FT Joint Powers Agreement-081024 Signature.doc Page 16 1 J ATTEST: CITY OF IRWINDALE i By d By Title Title Dated APPROVED AS TO FORM: i By d Title ATTEST: CITY OF LA HABRA HEIGHTS BY BY Title Title I Dated APPROVED AS TO FORM: i By I i Title i 1 ATTEST: i CITY OF LA PUENTE By By Title Title i { Dated APPROVED AS TO FORM: )1 By i Title { i 1 i t FT Joint Powers Agreement-081024 Signature.doc Page 17 i a ATTEST: CITY OF LA VERNE By By Title Title Dated APPROVED AS TO FORM: By Title ATTEST: CITY OF MONROVIA By. BY Title Title Dated APPROVED AS TO FORM: By Title ATTEST: CITY OF PASADENA By BY Title Title Dated APPROVED AS TO FORM: By Title FT Joint Powers Agreement-081024 Sig nature.doc Page 18 i Y 1 1 I tl ATTEST: CITY OF POMONA a By By Title i Title Dated APPROVED AS TO FORM: i s By i Title ATTEST: CITY OF SAN DIMAS f 0 i By By i Title i Title { Dated APPROVED AS TO FORM: By Title { ATTEST: CITY OF SOUTH EL MONTE By By Title Title Y Dated APPROVED AS TO FORM: l By 1 Title I i i FT Joint Powers Agreement-oa1024 Signature.doc Page 19 ATTEST: CITY OF TEMPLE CITY By By Title Title Dated APPROVED AS TO FORM: By Title ATTEST: CITY OF WALNUT By By Title Title Dated APPROVED AS TO FORM: By Title ATTEST: CITY OF WEST COVINA By By Title Title Dated APPROVED AS TO FORM: By Title FT Joint Powers Agreement-081024 Sigrwture.doc Page 20 • �-�°`'tic U � GI4f� AGENCY AGENDA TO: HONORABLE CHAIRPERSONAND MEMBERS OF THE AGENCY BOARD FROM: KURT E. CHRISTIANSEN, CONOMIC & COMMUNITY DEVELOPMENT DIRECTOR 1i VIA: F.M.DELACH,EXECUTIVE DIRECTOR , DATE: FEBRUARY 17,2009 SUBJECT: CONSIDERATION OF A PURCHASE AND SALE AGREEMENT FOR THE ACQUISITION OF THE REAL PROPERTY LOCATED AT 630 NORTH GLENFINNAN AVENUE(ACOSTA) RECOMMENDATION It is recommended that the Agency Board approve the Purchase and Sale Agreement("PSA") for the acquisition of real property located at 630 North Glenfinnan Avenue, commonly known as Los Angeles County Assessor's Parcel Number 8612-001-060 ("Subject Property"). It is further recommended that the Agency Board approve an appropriation for this property acquisition. BACKGROUND In order to eliminate all remaining blight in the Central Business District area, in 2003, the Agency adopted the Amended and Restated Redevelopment Plan for the Merged Central Business District and West.End Redevelopment Projects. One vehicle for the elimination of blight is the assemblage of improved, odd-shaped parcels into a single, larger "squared-off' parcel. Such assemblage can have the economic benefit of(a) eliminating any functional inefficiency or obsolescence caused by the "odd-shaped" nature of a parcel, and (b) creating a larger parcel that can accommodate certain projects(i.e. affordable housing developments)that smaller parcels would be unable to accommodate due to their size. The Subject Property is situated within the Merged Central Business District and West End Redevelopment Project Area, and consists of one parcel containing a vacant residential quadruplex. The residential structure totals 3,718 square feet, and the site measures- 5,998 square feet. The property is owned by Mario&Nerelys Acosta("Sellers"). Assemblage of this parcel,with additional adjoining parcels,could produce a single parcel available for future affordable housing development. The Honorable Chairman aid Members of the Agency Board Subject Acquisition of630 North Glenfinmmo Avenue il February 17,2009 Page 2 of 2 At the direction of the Agency Board, Peter Meyers, MAI, from Joseph J. Blake &Associates, Inc., appraised the property on February 11, 2009, and determined its fair market value to be $625,000. Agency staff and the property Sellers,have negotiated, subject to Agency Board approval,a purchase price of$630,000(Exhibit"A":Purchase and Sale Agreement). The purchase price includes,without limitation,full payment of just compensation and any relocation benefits,leasehold interest,goodwill, furniture, fixtures, and equipment (FFE), attorneys' fees, costs, interest, and damages in complete settlement of all claims (known and unknown), causes of action and demands of Seller against the Buyer because of the Buyer's purchase of the Subject Property,and for any and all claims in complete settlement of all claims(known and unknown) arising from or relating to the purchase and sale of the property. On January 28, 2009, the Azusa Planning Commission found the proposed acquisition to conform to the City of Azusa's General Plan. FISCAL IMPACT The cost for this acquisition is $630,000 excluding escrow costs (title report, etc). An additional $75,000 is needed for hazardous material abatement,demolition and fencing. The Agency requires an appropriation amendment in the amount of$705,000 from the 2008 Housing Bond Issue to proceed with the proposed acquisition. Attachments: Exhibit"A": 2009 REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS, (630 Glenfrnnan Avenue), By and between Seller, Mario&Nerelys Acosta,joint tenants, and Buyer, The Redevelopment Agency of the City of Azusa,a public body,corporate and politic Exhibit`B": A Resolution of the Redevelopment Agency of the City of Azusa Approving an Appropriation Amendment for Fiscal Year 2008-09 Pursuant to Section 2-450 of the Azusa Municipal Code Exhibit"C": A Resolution Of The Redevelopment Agency Of The City Of Azusa Approving A Purchase And Sale Agreement With Mario &Nerelys Acosta For The Purchase Of 630 Glenfinnan Avenue (APN: 8612-001-060) In Its Entirety Within The Merged Central Business District And West End Redevelopment Project Area 2009 REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (630 Glenfmnan) By and between _ Seller, Mario L.&Nerelys Acosta,joint tenants, and Buyer, The Redevelopment Agency of the City of Azusa, a public body,corporate and politic Dated as of March 2,2009,for reference purposes only RVPUBTCH0IV58136.5 2009 REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS 2009 REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Agreement") is dated as of March 2, 2009, for reference purposes only, and is entered into by and between the Redevelopment Agency of the City of Azusa, a public body, corporate and politic,exercising governmental functions and powers, and organized and existing pursuant to the Community Redevelopment Law of the State of California, Health and Safety Code Sections 33000, et seq. (the "Agency'), and Mario L. & Nerelys Acosta, an individual (`Seller"). The Agency and Seller enter into this Agreement with reference to the following recited facts(each a"Recital"): RECITALS A. Seller is the owner in fee of certain real property located in the City of Azusa, County of Los Angeles,State of California commonly known as 630 Glenfinnan Avenue,Azusa, CA 91702 (Assessor Parcel Number 8612-001-060), more fully described in Exhibit "A" attached hereto and incorporated herein by reference("Property"). The term`Property"as used herein shall include all of Seller's rights, title and interest in and to any and all improvements, fixtures,rights-of-way, utility rights,entitlements,claims or other benefits in any way connected with or appurtenant to the Property, including a multi-family residential four-plex building located on said certain real property. - B. The Property is located within the Merged Central Business District and West End Redevelopment Project Area and governed by the Merged Central Business District and West End Redevelopment Plan for the Merged Central Business District and West End Project Area ("Redevelopment Plan"). This action for land assembly is in accordance with California Redevelopment Law and is consistent with the redevelopment objectives contained in the Redevelopment Plan. C. Agency desires to purchase the Property from Seller to use it for the purpose of land banking,and Seller desires to sell the Property to Agency for the same purpose. NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION AND THE PROMISES AND COVENANTS OF THE AGENCY AND SELLER SET FORTH IN THIS AGREEMENT,THE AGENCY AND SELLER AGREE,AS FOLLOWS: ARTICLE 1 DEFINITIONS 1.1 Defined Terms. The following words,terms and phrases are used in this Agreement with the following meanings,unless the particular context of usage of a word,term or phrase requires another interpretation: 1.1.1 "Agency"means the Redevelopment Agency of the City of Azusa,a public body,corporate and politic. RVPUBWHOM58136.5 1 1.1,2 "Agency Parties"means,collectively,the Agency,its governing body, elected officials,employees,agents and attorneys. 1.1.3 "Agencv Party"means,individually,the Agency, its governing body, elected officials,employees,agents or attorneys. 1.1.4 "Benefits"shall have the meaning ascribed to the term in Section 2.9. 1.1.5 "CEO A"means the California Environmental Quality Act,Public Resources Code Sections 21000,et seq. 1.1.6 "CEOA Documen"means any applicable exemption determination,any Negative Declaration(mitigated or otherwise)or any Environmental Impact Report(including any addendum or amendment to,or subsequent or supplemental Environmental Impact Report) required or permitted by the Agency,pursuant to CEQA,to approve this Agreement. 1.1.7 "Ciff'means the City of Azusa,California. _ 1.1.8 "Claim"means any claim,loss,cost,damage,expense,liability,lien, action,cause of action(whether in tort,contract,under statute,at law,in equity or otherwise), charge,award,assessment,fine or penalty of any kind(including consultant and expert fees and expenses,Legal Costs of counsel retained by the Agency Parties,costs of staff time and investigation costs of whatever kind or nature),and any judgment,including any such matter relating to or arising from: (i)injury to any Person(including death at any time resulting from that injury);(ii)loss of,injury or damage to,or destruction of property(including all loss of use resulting from that loss,injury,damage,or destruction)regardless of where located,including the property of the Agency Parties;(iii)any matter described in Section 6.14(Real Estate Commissions);(iv)any Environmental Claim;or(v)enforcement of any indemnity obligation under this Agreement. 1.1.9 "Close of Escrow"means completion of each of the actions set forth in Section 3.7 by the Escrow Agent for the conveyance of the Property from Seller to the Agency through the Escrow. 1.1.10 "County"means the County of Los Angeles,California. 1.1.11 "Default"means any Monetary Default or Non-Monetary Default. 1.1.12 "Default Interest"means interest at an annual rate equal to the lesser of: (i)five percent(5%)per annum;or(ii)the Usury Limit. 1.1.13 "Due Diligence Completion Notice"means a written Notice of the Agency delivered to both Seller and the Escrow Agent,prior to the end of the Due Diligence Period, stating the Agency's acceptance of the condition of the Property or indicating the Agency's rejection or conditional acceptance of the condition of the Property and refusal to accept a conveyance of the Property,describing in reasonable detail the actions that the Agency reasonably believes are necessary(if any)to allow the Agency to accept the condition of the Property and conveyance of the Property. _ RVPUBIPCHON58136.5 2 1.1.14 "Due Diligence Investigations"means the Agency's due diligence investigations of the Property to determine the suitability of the Property,including,without limitation,investigations of the environmental and geotechnical conditions of the Property,as deemed appropriate in the reasonable discretion of the Agency,all at the sole cost and expense of the Agency,except as otherwise specifically provided in this Agreement. 1.1.15 "Due Diligence Period"means the sixty(60)calendar day period commencing on the Escrow Opening Date and ending at 5:00 p.m. Pacific Time on the sixtieth (60th)consecutive calendar day thereafter. 1.1.16 `Effective Date"means the first date on which all of the following have occurred: (i)the Agency has received three(3)counterpart originals of this Agreement executed by the authorized representative(s)of Seller;(ii)the Agency has received a certified copy of the Seller Official Action executed by the authorized representative(s)of Seller;(iii)this Agreement is approved by the Agency governing body;(iv)this Agreement is executed by the authorized representative(s)of the Agency; and(v)one(1)original of this Agreement executed by the authorized representative(s)of the Agency has been delivered by the Agency to Seller. 1.1.17 `Environmental Claims"means any and all claims,demands,damages, losses,liabilities,obligations,penalties,fines,actions,causes of action,judgments,suits, proceedings,costs,disbursements and expenses,including Legal Costs and fees and costs of environmental consultants and other experts,and all foreseeable and unforeseeable damages or costs of any kind or of any nature whatsoever.directly or indirectly,relating to or arising from any actual or alleged violation of any Environmental Law or any Hazardous Substance Discharge occurring during or arising from Seller's ownership,use or occupancy of the Property or any other actions of or attributable to Seller regarding the Property. 1.1.18 "Environmental Law"means any Law regarding any of the following at, in,under,above,or upon the Property: (i)air,environmental,ground water,or soil conditions; or(ii)clean-up,remediation,control,disposal,generation,storage,release,discharge, transportation,use of,or liability or standards of conduct concerning,Hazardous Substances. 1.1.19 "Escrow"means an escrow,as defined in Civil Code Section 1057 and Financial Code Section 17003(a),that is conducted by the Escrow Agent with respect to the conveyance of the Property from Seller to the Agency,pursuant to this Agreement. 1.1.20 "Escrow Agent'means Lawyers Title Company,in Burbank,California, or such other Person mutually agreed upon in writing by both the Agency and Seller in writing. 1.1.21 "Escrow Agent Consent"means the Escrow Agent's consent to acting as Escrow Agent under this Agreement,in substantially the form of Exhibit`B"attached hereto and incorporated herein by reference. 1.1.22 "Escrow Closing Date"means the earlier of:(i)on or before the fifth(5th) business day following the Escrow Agent's receipt of written confirmation from both the Agency and Seller of the satisfaction or waiver of all conditions precedent to the Close of Escrow or(ii) the fifteenth(15th)day following the end of the Due Diligence Period. RVPUBNCHOM581365 3 1.1.23 "Escrow Ouenine Date"means the first date on which a fully executed copy of this Agreement is deposited with the Escrow Agent. 1.1.24 "Event of Default"means the occurrence of any one or more of the following: 1.1.24.1 Monetary Default. A Monetary Default that continues for five (5)days after Notice from the non-defaulting Party,specifying in reasonable detail the amount of money not paid and the nature and calculation of each such payment;or 1.1.24.2 Non-Monetary Default, Any Non-Monetary Default that is not cured within five(5)days after Notice to the Party alleged to be in Default describing the Non- Monetary Default in reasonable detail,or,in the case of a Non-Monetary Default that cannot with reasonable diligence be cured within five(5)days after such Notice,if the Party alleged to be in Default does not do all of the following: (i)within five(5)days after Notice of such Non- Monetary Default,advise the other Party of the intention of the Party alleged to be in Default to take all reasonable steps to cure such Non-Monetary Default; (ii)duly commence such cure within such period,and then diligently prosecute such cure to completion;and(iii)complete such cure within a reasonable time under the circumstances. 1.1.25 "Executive Director"means the Executive Director of the Agency or his or her designee or successor in function. 1.1.26 "Federal"means the government of the United States of America. 1.1.27 "Final"means,relative to any CEQA Document,when all administrative appeal periods regarding such matter have expired,all administrative appeals or challenges regarding such matter(if any)have been resolved to the Agency's reasonable satisfaction,all statutory periods for challenging such matter have expired,all referendum periods have expired, all referenda regarding such matter(if any)have been resolved to the Agency's reasonable satisfaction,all litigation or other proceedings(if any)challenging any such matter have been resolved to the reasonable satisfaction of the Agency and all appeal periods relating to any such litigation or other proceedings have expired. 1.1.28 "FIRPTA Certificate"means a certification that Seller is not a"foreign person"within the meaning of such term under Section 1445 of the United States Internal Revenue Code,as amended from time to time,and sufficient to exempt the Agency from the obligation to withhold any funds from Seller pursuant to Section 1445 of the United States Internal Revenue Code,as amended from time to time. 1.1.29 "Form 593"means a California Franchise Tax Board Form 593-C or successor form. 1.1.30."Government"means each and every governmental agency,authority, bureau,department,quasi-governmental body,or other entity or instrumentality having or claiming jurisdiction over the Property(or any activity this Agreement allows),including the United States government,the State and County governments and their subdivisions and municipalities,the City and all other applicable governmental agencies,authorities,and RVPUBIPCHOV58136.5 4 subdivisions thereof. "Government"'shall also include any planning commission,board of standards and appeals,department of buildings,city council,zoning board of appeals,design review board or committee or similar body having or claiming jurisdiction over the Property or any activities on or at the Property. 1.1.31 "Grant Deed"means a grant deed in substantially the form of Exhibit"C" attached hereto and incorporated herein by reference. 1.1.32 "Hazardous Substance'means flammable substances,explosives, radioactive materials,asbestos,asbestos-containing materials,polychlorinated biphenyls, chemicals known to cause cancer or reproductive toxicity,pollutants,contaminants,hazardous wastes,medical wastes,toxic substances or related materials,explosives,petroleum,petroleum products and any"hazardous"or`toxic"material,substance or waste that is defined by those or similar terms or is regulated as such under any Law,including any material,substance or waste that is: (i)defined as a"hazardous substance"under Section 311 of the Water Pollution Control Act(33 U.S.C. § 1317),as amended; (ii)substances designated as"hazardous substances" pursuant to 33 U.S.C. § 1321;(iii)defined as a"hazardous waste"under Section 1004 of the Resource Conservation and Recovery Act of 1976,42 U.S.C. §6901,et seq.,as amended;(iv) defined as a"hazardous substance"or"hazardous waste"under Section 101 of the - Comprehensive Environmental Response,Compensation and Liability Act of 1980,as amended by the Superfund Reauthorization Act of 1986,42 U.S.C. §9601,et seq.,or any so-called "superfund"or"superlien"law; (v)defined as a"pollutant'or"contaminant"under 42 U.S.C.A. §9601(33);(vi)defined as"hazardous waste"under 40 C.F.R.Part 260;(vii)defined as a "hazardous chemical"under 29 C.F.R.Part 1910;(viii)any matter within the definition of "hazardous substance'set forth in 15 U.S.C. § 1262;(ix)any matter,waste or substance regulated under the Toxic Substances Control Act("TSCA")[15 U.S.C. Sections 2601,et seq.]; (x)any matter,waste or substance regulated under the Hazardous Materials Transportation Act, 49 U.S.C. Sections 1801,et seq.;(xi)those substances listed in the United States Department of Transportation(DOT)Table[49 CFR 172.101];(xii)any matter,waste or substances designated by the EPA,or any successor authority,as a hazardous substance[40 CFR Part 302];(xiii)any matter,waste or substances defined as"hazardous waste"in Section 25117 of the California Health and Safety Code;(xiv)any substance defined as a"hazardous substance"in Section 25316 of the California Health and Safety Code;(xv)any matter,waste,or substance that is subject to any other Law regulating,relating to or imposing obligations,liability or standards of conduct concerning protection of human health,plant life,animal life,natural resources,property or the enjoyment of life or property free from the presence in the environment of any solid, liquid,gas,odor or any form of energy from whatever source;or(xvi)other substances, materials,and wastes that are,or become,regulated or classified as hazardous or toxic under Law or in the regulations adopted pursuant to said Law,including manure,asbestos, polychlorinated biphenyl;flammable explosives and radioactive material. 1.1.33 "Hazardous Substance Discharge"means any deposit,discharge, generation,release,or spill of a Hazardous Substance that occurs at on,under,into or from the Property,or during transportation of any Hazardous Substance to or from the Property,or any activities conducted at on,under or from the Property or any adjacent or nearby real property,or resulting from seepage,leakage,or other transmission of Hazardous Substances from other real R V PIJIBWH Oa]58]36.5 1 5 i a { 1 i property to the Property,whether or not caused by a Party or whether occurring before or after the Effective Date. 1.1.34 `9ndemni "means,where this Agreement states that any Indemnitor shall "indemnify"any Indemnitee from,against,or for a particular Claim,that the Indemnitor shall indemnify the Indemnitee and defend and hold the Indemnitee harmless from and against such Claim(alleged or otherwise). "Indemnified"shall have the correlative meaning. 1.1.35 "Indemnitee"means any Person entitled to be Indemnified under the terms of this Agreement. 1.1.36 "Indemnitor"means a Person that agrees to Indemnify any other Person under the terms of this Agreement. 1.1.37 "Law"means every law,ordinance,requirement,order,proclamation, directive,rule,and regulation of any Government applicable to the Property,in any way, including any development,use,maintenance,taxation,operation,or occupancy of,or environmental conditions affecting the Property,or relating to any taxes,or otherwise relating to this Agreement or any Party's rights or remedies under this Agreement,or any transfer of any of the foregoing,whether in force on the Effective Date or passed,enacted,modified,amended or imposed at some later time,subject in all cases,however,to any applicable waiver,variance,or exemption. 1.1.38 "Legal Costs"of any Person means all reasonable costs and expenses such Person incurs in any legal proceeding(or other matter for which such Person is entitled to be . reimbursed for its Legal Costs),including reasonable attorneys' fees,court costs and expenses and consultant and expert witness fees and expenses. 1.1.39 "Monetary Default"means any failure by either Party to pay or deposit, when and as this Agreement requires,any amount of money,any bond or surety or evidence of any insurance coverage required to be provided under this Agreement,whether to or with a Party or a third-Person. 1.1.40 "Non-Monetary Default"means the occurrence of any of the following, except to the extent constituting a Monetary Default: (i)any failure of a Party to perform any of its obligations under this Agreement;(ii)a Party's failure to comply with any material restriction or prohibition in this Agreement;or(iii)any other event or circumstance that,with passage of time or giving of Notice,or both,or neither,would constitute a breach of this Agreement. 1.1.41 "Notice"means any consent,demand,designation,election,notice,or request relating to this Agreement,including any Notice of Default. All Notices must be in writing. RVPOBIPCHON58136.5 6 Default. 1.1.42 "Notice of Default"means any Notice claiming or giving Notice of a 1.1.43 "Noti "means give a Notice. 1.1.44 "Parties"means,collectively,the Agency and Seller. 1.1.45 "Party"means,individually,either the Agency or Seller,as applicable. 1.1.46 "PCO Report'means a preliminary change of ownership report required under California Revenue and Taxation Code Section 480.3. 1.1.47 "Permitted Exceptions"means(i)any and all items shown in Schedule B of the Preliminary Report,as exceptions to coverage under the proposed Title Policy,that the Agency does not disapprove,conditionally approve,or that are otherwise accepted or consented to by the Agency; (ii)any exceptions from coverage under the proposed Title Policy resulting from the Agency's activities relating to the Property;(iii)any lien for non-delinquent property taxes or assessments; (iv)any Laws applicable to the Property;(v)the Redevelopment Plan;(vi) this Agreement; and(vii)any other matter expressly provided for in this Agreement. _ 1.1.48 "Person"means any association,corporation,governmental entity or agency,individual,joint venture,joint-stock company,limited liability company,partnership, trust,unincorporated organization,or other entity of any kind.. 1.1.49 "Preliminary Report"means a preliminary report issued by the Title Company in contemplation of the issuance of the Title Policy,accompanied by copies of all documents listed in Schedule B of the report, as exceptions to coverage under the proposed Title _ Policy. 1.1.50 "Pro e "means that certain real property commonly known as 630 Glenfrnnan Avenue,Azusa,CA.91702,more specifically legally described in Exhibit"A" attached to this Agreement,including all appurtenant rights and interests. 1.1.51 "Purchase Price"means the amount of six hundred thirty thousand dollars and no cents($630;000.00). 1.1.52 "Real Estate Taxes"All general and special real estate tares(including taxes on personal property,sales taxes,use taxes,and the like),possessory interest taxes,taxes payable pursuant to California Health and Safety Code Section 33673,special taxes imposed pursuant to the Mello-Roos Community Facilities District Act,assessments,assessment district charges or taxes,municipal water and sewer rents,rates and charges,excises,levies,license and permit fees,fines,penalties and other Governmental charges and any interest or costs with respect thereto,general and special,ordinary and extraordinary,foreseen and unforeseen,of any kind and nature whatsoever that may be assessed,levied,imposed upon,or become due and payable out of or in respect of or charged with respect to or become a lien on,the Property,or any vault,passageway or space in,over or under any street,or any other appurtenances of the Property,or any personal property or facility used in the operation of the Property,or the rent or income received from the Property,or any use or occupancy of the Property. RVPUa1PCHOI758136.5 7 I { 1 1.1.53 "Record,""recorded,""recording'or"recordation"each mean recordation of the referenced document in the official records of the County. 1.1.54 "Redevelopment Plan'means the Merged Central Business District and West End Redevelopment Plan for the City of Azusa,California,as amended from time to time. 1.1.55 "Sellee'means Mario L.Acosta,an individual,or his assignees. 1.1.56 "Seller Parties"means,collectively,the directors,officers,employees and agents of Seller. 1.1.57 "Seller Party"means,individually,the directors,officers,employees or agents of Seller. 1.1.58 "State'means the State of California. - 1.1.59 "Tenant"or'Tenants',means any and all persons or entities who legally resided or had rights to possession of the property as of the date the Agency and Seller commenced negotiations for the sale of the Property,including but not limited to: Tenant Name: ,currently leasing Unit A, Who's tenancy began: Tenant Name: currently leasing Unit B, Who's tenancy began: Tenant Name: ,currently leasing Unit C, Who's tenancy began: Tenant Name: ,currently leasing Unit D, Who's tenancy began: 1.1.60 "Title Company"means Lawyers Title,in Burbank,California,or such other title insurance company mutually agreed upon between both the Agency and Seller in writing. 1.1.61 "Title Notice"means a written Notice from the Agency to both Seller and the Escrow Agent indicating the Agency's acceptance of the state of the title to the Property,as described in the Preliminary Report and the Survey,or the Agency's disapproval or conditional approval of specific matters shown in: (i)Schedule B of the Preliminary Report,as exceptions to coverage under the proposed Title Policy,or(ii)in the Survey,describing in suitable detail the RVM3\PCHON58136.5 8 actions that the Agency reasonably believes are necessary to obtain the Agency's approval of the state of the title to the Property. 1.1.62 "Title Notice Response"means the written response of Seller to the Agency's Title Notice,in which Seller elects to either: (i)cause the removal from the Preliminary Report or the Survey of any matter disapproved in the Agency's Title Notice,(ii) obtain title or other insurance in a form reasonably satisfactory to the Agency insuring against the effects of any matters disapproved or conditionally approved in the Agency's Title Notice, (iii)otherwise satisfy the Agency regarding any matter disapproved or conditionally approved in the Agency's Title Notice,or(iv)not take any action described in either(i),(ii)or(iii). 1.1.63 "Title Notice Waiver"means a written Notice from the Agency to both Seller and the Escrow Agent waiving the Agency's previous disapproval or conditional approval in the Agency's Title Notice of specific matters shown in: (i)Schedule B of the Preliminary Report,as exceptions to coverage under the proposed Title Policy,or(ii)the Survey,that Seller has not agreed to address to the Agency's reasonable satisfaction in the Title Notice Response. 1.1.64 "Title Policy"means an extended coverage owner's policy of title insurance issued by the Title Company,with coverage in the amount of the Purchase Price and insuring title to the Property vested in the Agency,subject to only the Permitted Exceptions. 1.1.65 "Unavoidable Delay"means a delay in either Parry performing any obligation under this Agreement,except payment of money,arising from or on account of any cause whatsoever beyond the Party's reasonable control,despite such Party's reasonable diligent efforts,including industry-wide strikes,labor troubles or other union activities(but only to the extent such actions do not result from an act or omission of the Party),casualty,war,acts of terrorism,riots,litigation,Government action or refusal to act when or as required by Law or inability to obtain materials. Unavoidable Delay shall not include delay caused by a Party's financial condition,illiquidity,or insolvency. 1.1.66 "Usury Limit"means the highest rate of interest,if any,that Law allows under the circumstances. ARTICLE 2 CONVEYANCE OF PROPERTY 2.1 Escrow. Seller shall sell and convey fee title to the Property to the Agency and the Agency shall purchase and acquire fee title to the Property from Seller,pursuant to the terms and conditions of this Agreement. For the purposes of exchanging funds and documents to effect such purchase and sale of the Property between them,the Agency and Seller agree to open the Escrow with the Escrow Agent. The provisions of ARTICLE 3 of this Agreement are the joint escrow instructions of the Parties to the Escrow Agent for conducting the Escrow. If requested by the Escrow Agent,Seller and the Agency shall execute the Escrow Agent's reasonable standard or general escrow instructions. Any provision in the Escrow Agent's standard or general escrow instructions that purports to exculpate the Escrow Agent from or require Seller or the Agency to indemnify the Escrow Agent against the Escrow Agent's negligence or willful RVPUBIPCHOIV58136.5 9 misconduct shall be deemed"unreasonable"and shall not be included in any standard or general escrow instructions requested by the Escrow Agent. In the event of any conflict between the provisions of this Agreement and any standard or general escrow instructions requested by the Escrow Agent,the provisions of this Agreement shall be controlling. 2.2 Seller's Disclosure Documents. Seller shall complete an A.I.R.Property Information Sheet and Seller's Mandatory Disclosure Report,as required by California Law. Said documents shall be delivered to the Agency within the first seven(7)business days of Agency's Due Diligence Period. 2.3 Agency Deposit. Within six(6)business days after the Escrow Opening Date, Agency shall deposit thirty-five thousand dollars and no cents($35,000.00)into Escrow which shall be applicable to the Purchase Price but refundable to the Agency at any time prior to the expiration of the Due Diligence Period. After the expiration of the Due Diligence Period,the foregoing deposit shall be non-refundable to the Agency,except in the event of a Default by Seller. Escrow shall deposit Agency's funds into an FDIC insured interest bearing account for the Agency's benefit. 2.4 Payment of Purchase Price. The Agency shall deposit the Purchase Price into - Escrow in immediately available funds on or prior to the Escrow Closing Date. 2.5 Title Approval. 2.5.1 Title Notice. Within seven(7)business days after the Escrow Opening Date,Escrow Agent shall obtain the Preliminary Report from the Title Company,and deliver a copy of the Preliminary Report to the Agency. Within seven(7)days following the Agency's receipt of the Preliminary Report,the Agency shall deliver the Title Notice to both Seller and the Escrow Agent. 2.5.2 Failure to Deliver Title Notice. If the Agency fails to deliver the Title Notice to Seller and the Escrow Agent,within ten(10)days following the Agency's receipt of the Preliminary Report,the Agency will be deemed to disapprove the status of title to.the Property and refuse to accept conveyance of the Property and both the Agency and Seller shall have the right to cancel the Escrow and terminate this Agreement,in their respective sole and absolute discretion,until such time(if ever)as the Agency sends the Title Notice. 2.5.3 Title Notice Response. Within five(5)days following the earlier of: (i) Seller's receipt of the Title Notice or(ii)expiration of the time period provided in this Section - 2.5 for delivery of the Title Notice,Seller shall deliver the Title Notice Response to both the Agency and the Escrow Agent. If the Title Notice does not disapprove or conditionally approve any matter in the Preliminary Report or the Agency fails to deliver the Title Notice,Seller shall not be required to deliver the Title Notice Response. If Seller does not deliver the Title Notice - Response,if necessary,within five(5)days following its receipt of the Title Notice, Seller shall be deemed to elect not to take any action in reference to the Title Notice. If Seller elects in the Title Notice Response to take any action in reference to the Title Notice, Seller shall complete such action,prior to the Escrow Closing Date or as otherwise specified in the Title Notice Response. RtlPUBTCH011758136.5 10 2.5.4 Title Notice Waiver. If Seller elects or is deemed to have elected not to address one or more matters set forth in the Title Notice to the Agency's reasonable satisfaction, then within five(5)days after the Agency's receipt of the Seller's Title Notice response or the last date for the Seller to deliver its Title Notice Response,the Agency shall either: (i)refuse to accept the title to and conveyance of the Property,or(ii)waive its disapproval or conditional - approval of all such matters set forth in the Title Notice by delivering the Title Notice Waiver to both Seller and the Escrow Agent. Failure by the Agency to timely deliver the Title Notice Waiver,where the Title Notice Response or Seller's failure to deliver the Title Notice Response result in Seller's election not to address one or more matters set forth in the Title Notice to the Agency's reasonable satisfaction,will be deemed the Agency's continued refusal to accept the title to and conveyance of the Property,in which case both the Agency and Seller shall have the right to cancel the Escrow and terminate this Agreement,in their respective sole and absolute discretion,until such time(if ever)as,the Agency sends the Title Notice Waiver. 2.5.5 Disapproval of Encumbrances Securing Seller Obligations. Notwithstanding any other provision of this Agreement,the Agency disapproves any and all encumbrances against the Property securing monetary or performance obligations of Seller. All such encumbrances shall be removed from the Property prior to the Close of Escrow by Seller,at - its sole cost and expense. 2.5.6 No Termination Liability. Any termination of this Agreement and cancellation of the Escrow pursuant to this Section 2.5 shall be without liability to the other Party or any other Person,and shall be accomplished by delivery of a written Notice of termination to both the other Party and the Escrow Agent,in which case the Parties and the Escrow Agent shall proceed pursuant to Section 3.14. 2.6 Due Diligence Investigations. 2.6.1 License to Enter. Seller licenses the Agency and its contractors to enter the Property for the purpose of undertaking the Due Diligence Investigations as the Agency deems necessary and appropriate. The Agency may sub-license to its agents,contractors,or their sub-contractors to enter the Property for the purpose of conducting Due Diligence Investigations under the license given in this Section 2.6.1,subject to all of the provisions of this Section 2.6.1 applicable to the Agency. The license given in this Section 2.6.1 shall only be effective until the earlier of:(i)the end of the Due Diligence Period or(ii)the date of the Agency's delivery of its Due Diligence Completion Notice. The Agency shall conduct all Due Diligence Investigations during the Due Diligence Period and at its sole cost and expense. The Agency shall abide by any reasonable condition(s)of entry onto the Property required by Seller,whether or not set forth in this Agreement. Any Due Diligence Investigations by the Agency shall not unreasonably disrupt any then existing use or occupancy of the Property. Agency agrees to notify Seller prior to entering the Property to conduct Due Diligence Investigations,but in no event will Agency make contact with any tenants of the Property and/or disclose the pending transaction with such tenants. { 2.6.2 Limitations. The Agency shall not conduct any intrusive or destructive testing of any portion of the Property,other than low volume soil samples,without Seller's prior written consent. Following the conduct of any Due Diligence Investigations on the Property,the RVPUBIPCHON581365 ? 11 1 I 7 1 Agency shall restore the Property to substantially its condition prior to the conduct of such Due Diligence Investigations. 2.6.3 Indemnitv. The activities of the Agency directly or indirectly related to the Due Diligence Investigations shall be subject to the Agency's indemnity obligations under Section 5.3 of this Agreement. 2.6.4 Due Diligence Completion Notice. The Agency shall deliver a Due Diligence Completion Notice to both Seller and the Escrow Agent,prior to the end of the Due Diligence Period. If the Agency does not accept the condition of the Property by delivery of its Due Diligence Completion Notice stating such acceptance,prior to the end of the Due Diligence Period,the Agency shall he deemed to have rejected the condition of the Property and refused to accept conveyance of the Property. If the condition of the Property is rejected or deemed rejected by the Agency,then either the Agency or Seller shall have the right to cancel the Escrow and terminate this Agreement,in their respective sole and absolute discretion,until such time(if ever)as the Agency delivers the Due Diligence Completion Notice stating the Agency's acceptance of the condition of the Property. Any termination of this Agreement and cancellation of the Escrow,pursuant to this Section 2.6.4,shall be without liability to the other Party or any other Person,and shall be accomplished by delivery of a written Notice of termination to the other Party and the Escrow Agent,in which case the Parties and the Escrow Agent shall proceed pursuant to Section 3.14. Notwithstanding any other provision of this Agreement,the Agency may reject the condition of the Property at any time during the Due Diligence Period for any reason or no reason,in the Agency's sole and absolute discretion. 2.6.5 As-Is Purchase. The Agency acknowledges that it has or will make such - independent factual,physical and legal examinations,inquiries,inspections,investigations,tests and studies as it deems necessary or desirable with respect to the Property and the transactions contemplated by this Agreement,and that it is purchasing the Property on an"AS-IS,WHERE IS,WITH ALL FAULTS BASIS"and is relying upon its own independent factual,physical and legal examinations,inquiries,inspections,investigations,tests and studies and the materials and information prepared by the Agency or by third parties at the Agency's request in electing to purchase the Property. 2.7 Eminent Domain. If any portion of the Property or any interest in any portion of the Property,becomes the subject of any eminent domain proceeding prior to Close of Escrow other than such a proceeding by the Agency,including,without limitation,the filing of any notice of intended condemnation or'proceedings in the nature of eminent domain,commenced by any governmental authority,other than the Agency,Seller shall immediately give the Agency Notice of such occurrence,and the Agency shall have the option,exercisable within ten(10) business days after receipt of such Notice from Seller,to either: (i)cancel the Escrow and terminate this Agreement or(ii)continue with this Agreement in accordance with its terms,in which event Seller shall assign to the Agency any right of Seller to receive any condemnation award attributable to the Property. RVPUB%PCHO1V58136.5 12 2.8 Seller Covenants Regarding Maintenance of the Property. 2.8.1 Covenants. Seller covenants and agrees with the Agency that between the Effective Date and the Escrow Closing Date: 2.8.1.1 No Changes to Agreements. Seller shall not modify or amend any lease or any service contract respecting the Property,or enter into any new lease or contract respecting the Property,without the Agency's prior written approval. Seller may pursue the lawful termination of any lease provided the tenant is in material breach thereof; 2.8.1.2 Normal Maintenance. Seller shall maintain the Property in accordance with the same standards Seller has customarily observed in its ownership and '. management of the Property,but if damages to the Property are incurred Seller shall not be held liable; 2.8.1.3 Maintenance oflnsurance. Seller shall maintain in force all insurance policies currently maintained by Seller with respect to the Property; 2.8.1.4 No Title Exceptions. Seller shall not cause,permit,allow or suffer any additional exception to the title to the Property; - 2.8.1.5 Condition of Property. Seller shall deliver Property at the Close of Escrow in its current as-is condition. 2.8.2 No Mereer. Seller's covenants in this Section 2.8 shall not be merged with the Grant Deed,shall survive the Close of Escrow for the full statutory period,and shall - automatically be deemed made for the benefit of,and enforceable by the Agency and its successors and assigns. 2.9 Seller and Tenant Waiver of Relocation Benefits and Owner Participation Rights. 2.9.1 Representations and Warranties:Waivers and Releases. 2.9.1.1 Seller acknowledges that,pursuant to applicable provisions of State law,Seller and Tenants may be entitled to relocation assistance,the payment of certain relocation expenses,payments for loss of goodwill,just compensation,inverse condemnation, unlawful pre-condemnation conduct and other benefits and reimbursements relating to the Agency's acquisition of the Property(collectively,the`Benefits-')that are not expressly or independently set forth in this Agreement. Seller,on behalf of itself,its administrators; successors and assigns,acknowledges and agrees that the Agency's performance under this Agreement and payment of the Purchase Price constitutes full and complete satisfaction of the Agency's obligations,if any,to provide the Benefits to Seller or Tenant and that Seller shall compensate Tenant for any Benefits Tenant may be entitled to pursuant to State law. 2.9.1.2 Seller represents and warrants to the Agency that no portion of the Property has been used or occupied by any Person other than Seller and its Tenants for more than one hundred eighty(180)days prior to the Effective Date. Seller hereby waives,to the RWUBTCHM758136.5 13 maximum extent permitted by Law,any right or entitlement to relocation assistance or Benefits from the Agency as a result of the transactions contemplated by this Agreement. With respect to relocation assistance or Benefits,Seller acknowledges that it may have sustained damage,loss,costs or expenses that are presently unknown and unsuspected,and such damage, loss,costs or expenses that may have been sustained,may give rise to additional damage,loss, costs or expenses in the future. Nevertheless,Seller hereby acknowledges and agrees that this Agreement has been negotiated and agreed upon in reliance on the waivers and releases contained in this Section 2.9 by Seller,including the Purchase Price and all other terms and conditions. Seller acknowledges that the waivers given in this Section 2.9 are made by Seller after being fully informed of its rights by legal counsel of its own selection and are made knowingly and intentionally. With reference to the representations and warranties made and the waivers given in this Section 2.9,Seller,to the maximum extent permitted by Law,hereby waive the application of and any rights it might have under California Civil Code Section 1542 or under any statute or common law or equitable principal or similar effect. California Civil Code Section 1542 reads as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. 2.9.2 Indemnification. Seller agrees to Indemnify the Agency against any claims for any Benefits relating to or arising from the transactions contemplated in this Agreement. 2.9.3 Initials. The representations,warranties,acknowledgments,waivers and releases contained in this Section 2.9 shall survive the Close of Escrow. Initials of Authorized Seller Representative(s) 2.9.4 Owner Particination Richts. Seller acknowledges that the Property is located within the Agency's Merged Central Business District and West End Project Area.Seller also acknowledges that pursuant to CRL Sections 33339,33345 and 33380,each redevelopment plan must provide for the opportunity for participation of owners in the redevelopment of the property if the owners agree to participate in conformity with the terms of the redevelopment plan("Owner Participation Rights"). The Redevelopment Plan contains Rules Governing Participation and Reentry Preferences for Property Owners,Operators of Businesses,and Business Tenants for the Merged Central Business District and West End Project Area(`Owner Participation Rights'). Seller hereby waives any Owner Participation Rights pursuant to the Redevelopment Plan and CRL to participate in the redevelopment of the Property. In lieu of exercising said Owner Participation Rights and participating in the redevelopment of the Property,Seller desires to sell to Agency the Property pursuant to the terms and conditions of this Agreement. RV1`U3tPCH0N58136.5 14 - 2.10 Seller Representations and Warranties. 2.10.1 Litigation. There is no pending or threatened private or govemmental . litigation by any governmental authority or person against Seller relating to the Property that might, if it and all other pending and threatened litigation were adversely determined,result in a material adverse change in the Property or its operation or that challenges the validity of or otherwise materially adversely affects the transactions contemplated by this Agreement. 2.10.2 Other Proceedings.No attachments,execution proceedings,assignments for the benefit of creditors,insolvency,bankruptcy,reorganization,or other proceedings are pending or threatened against Seller or Seller's interest in the Property,nor are any such proceedings contemplated by Seller. - 2.10.3 Governmental Action.Seller has no knowledge of,nor has Seller received written notice of,any plan,study,or effort by any Person that in any way would materially affect the use of the Property or any portion of it for its current use or of any intended public improvements that would result in any charge being levied against,or any lien assessed on,the Property. i 2.10.4 Condemnation.Seller has received no notice of any presently pending or contemplated special assessments or proceedings to condemn or demolish the Property or any part of it or any proceedings to declare the Property or any part of it a nuisance. 2.10.5 Develooment Rights.Neither Seller nor any previous owner of the Property has,except by operation of law,sold,transferred,conveyed,or entered into any agreement regarding"air rights," "excess floor area ratio,"or other development rights or restrictions relating to the Property,except as otherwise expressly set forth in the Preliminary Report. 2.10.6 Title to the Property.Seller has good and marketable title to the Property. Seller has no actual knowledge of any.unrecorded or undisclosed legal or equitable interest in the Property owned or claimed by anyone other than Seller,or its tenants with Leases.Seller has no knowledge that anyone will,at the Close of Escrow,have any right to possession of the Property, except its tenants with Leases,and except as disclosed by this Agreement or otherwise in writing to the Agency.There are no unsatisfied mechanics'or materialmen's lien rights on the Property. No assessment lien or bond encumbers the Property,and no governmental authority has undertaken any action that could give rise to an assessment lien affecting the Property. 2.10.7 No Hazardous Substances.There are no environmental,health or safety hazards on,under,or about(including any area surrounding the Property)the Property,including but not limited to soil and groundwater conditions.Neither Seller nor any third-Person(including but not limited to Seller's predecessors in title to the Property)has used or installed any underground tank,or used,generated,manufactured,treated,stored,placed,deposited,or disposed of on,under,or about the Property or transported to or from the Property any Hazardous Substance. 2.10.8 No Notice of Violation of Environmental Laws. The Property is not in violation of any Environmental Law. Seller has not received any Notice from any Government i RVPUBIPCHOD758136.5 15 1 I 1 I 1 that the Property or any adjoining property contains or may contain any Hazardous Substance in violation of any Environmental Law or that Seller has stored,used or maintained any Hazardous Substance or suffered,permitted,allowed or acquiesced in any storage,use or maintenance of any Hazardous Substance on,in or under the Property in violation of any Environmental Law. 2.10.9 Compliance with Relocation Obligations. Seller hereby warrants and represents that prior to the completion of the Due Diligence Period Seller has or will have taken all necessary steps to comply with all applicable laws regarding the relocation and displacement of Tenants. 2.10.1ONo Other Representations or Warranties. Other than the express representations and warranties contained in this Agreement,Seller makes no warranty or representation,express or implied to the Agency regarding the Property. ARTICLE 3 JOINT ESCROW INSTRUCTIONS 3.1 Opening of Escrow. The Agency and Seller shall cause the Escrow to be opened within two(2)days following the Effective Date. The Escrow Agent shall promptly confirm the Escrow Opening Date in.writing to each of the Parties,with a copy of the Escrow Agent Consent executed by the authorized representative(s)of the Escrow Agent. The provisions of this ARTICLE 3 are the joint escrow instructions of the Agency and Seller to the Escrow Agent for conducting the Escrow. 3.2 Escrow Agent Authority. The Agency and Seller authorize the Escrow Agent to: 3.2.1 Charges. Pay and charge the Agency and Seller for their respective shares of the applicable fees,taxes,charges and costs payable by either the Agency or Seller regarding the Escrow; 3.2.2 Settlement/Closing Statements. Release each Party's Escrow settlement/closing statement to the other Party;and 3.2.3 Document Recording. File any documents delivered for recording through the Escrow with the office of the Recorder of the County for recordation in the official records of the County,pursuant to the joint instructions of the Parties. 3.2.4 Counterpart Documents. Utilize documents that have been signed by the Agency and Seller in counterparts. 3.3 Agency's Conditions to Close of Escrow. Provided that the failure of any such condition to be satisfied is not due to a Default under this Agreement by the Agency,the Agency's obligation to purchase and acquire fee title to the Property from Seller pursuant to this Agreement on the Escrow Closing Date shall be subject to the satisfaction or waiver of each of the following conditions precedent,each of which can only be waived in writing by the Agency: RWUPITCHOn758136.5 16 to Section 2.5;3.3.1 Title. The Agency agrees to accept conveyance of the Property,pursuant 3.3.2 Due Diligence. The Agency delivers its Due Diligence Completion Notice to both Seller and the Escrow Agent stating the Agency's acceptance of the condition of the Property; 3.3.3 Title Policy. The Title Company is,upon payment of the Title Company's standard premium for an insurance policy such as the Title Policy,irrevocably and unconditionally committed to issue the Title Policy to the Agency,at the Close of Escrow; 3.3.4 CEOA Documents. Final adoption,approval or certification of the CEQA Documents; 3.3.5 Consistency Finding. The Planning Commission of the City has determined that the acquisition of fee title to the Property by the Agency pursuant to this Agreement is consistent with the City's General Plan,in accordance with Government Code Section 65402; 3.3.6 Real Estate Taxes. All Real Estate Taxes are paid current by Seller; 1 3.3.7 Seller Escrow-Deposits. Seller deposits all of the items into the Escrow required by Section 3.6; i 3:3.8 Settlement/Closing Statement. The Agency approves the Escrow Agent's estimated Escrow closing/settlementstatement;and 3.3.9 Seller Pre-Closing Obligations. Seller performs all of its material obligations required to be performed by Seller under this Agreement prior to the Close of Escrow. 3.4 Seller's Conditions tb Close of Escrow. Provided that the failure of any such condition to be satisfied is not due to a Default under this Agreement by Seller,Seller's obligation to sell and convey fee title to the Property to the Agency pursuant to this Agreement on or before the Escrow Closing Date shall be subject to the satisfaction or waiver of each of the following conditions precedent,each 9of which can only be waived in writing by Seller: 3.4.1 Title. The Agency agrees to accept the conveyance of the Property, pursuant to Section 2.5; 3.4.2 Due Diligence. The Agency delivers its Due Diligence Completion Notice to both Seller and the Escrow Agent stating the Agency's acceptance of the condition of the Property; 3.4.3 Title Policy. The Title Company is,upon payment of the Title Company's standard premium for an insurance policy such as the Title Policy,irrevocably and unconditionally committed to issue the Title Policy to the Agency,at the Close of Escrow; i RVPUBWCHOn758136.5 17 i 3 l j i 3.4.4 CEOA Documents. Final adoption,approval or certification of the CEQA Documents; 3.4.5 Agencv Escrow Deposits. The Agency deposits all of the items into the Escrow required by Section 3.5; 3.4.6 Settlement/Closing Statement. Seller approves the Escrow Agent's estimated Escrow closing/settlement statement;and 3.4.7 Agencv Pre-Closing Obligations. The Agency performs all of its material obligations required to be performed by the Agency under this Agreement prior to the Close of Escrow. 3.5 Agency's Escrow Deposits. At least one(1)business day prior to the Escrow Closing Date scheduled by the Escrow Agent in a writing delivered to both of the Parties,the Agency shall deposit the following described funds and documents into the Escrow and, concurrently,provide a copy of each such document to Seller: 3.5.1 Purchase Price. The Purchase Price; 3.5.2 Certificate of Acceptance. A certificate of acceptance of the Grant Deed, in substantially the form attached to the Grant Deed,executed by the authorized representative(s) of the Agency in recordable form; 3.5.3 PCO Report. A PCO Report completed and signed by the authorized representative(s)of the Agency; 3.5.4 Business License Fee Credit. Up to one dollar and no cents($1.00) credited to the Seller for the cost of business license fees paid by the Seller to the City. 3.5.5 Other Funds and Documents. Such other funds or documents required from the Agency under the terms of this Agreement to close the Escrow or by the Escrow Agent in the performance of the Escrow Agent's contractual or statutory obligations relating to the Escrow. 3.6 Seller's Escrow Deposits. At least one(1)business day prior to the Escrow Closing Date scheduled by the Escrow Agent in a writing delivered to both of the Parties,Seller shall deposit the following described funds and documents into the Escrow and,concurrently, provide a copy of each such document to the Agency: 3.6.1 Grant Deed. The Grant Deed executed by the authorized representative(s) of Seller,in recordable form; 3.6.2 FIRPTA Certificate. The FIRPTA Certificate completed and signed by the authorized representative(s)of Seller; 3.6.3 Form 593. A Form 593 completed and signed by the authorized representative(s)of Seller, RVPUBTCH011758136.5 18 i 3.6.4 Other Funds and Documents. Such other funds or documents required from Seller under the terms of this Agreement to close the Escrow or by the Escrow Agent in the performance of the Escrow Agent's contractual or statutory obligations regarding the Escrow. 3.7 Closing Procedure. when each of the Agency's Escrow deposits,as set forth in Section 3.5,and each of Seller's Escrow deposits,as set forth in Section 3.6,are deposited into the Escrow,the Escrow Agent shall request confmnation in writing from both the Agency and Seller that each of their respective conditions to the Close of Escrow,as set forth in Sections 3.3 and 3.4,respectively,are satisfied or.waived. Upon the Escrow Agent's receipt of written confirmation from both the Agency and Seller that each of their respective conditions to the Close of Escrow are either satisfied or waived,the Escrow Agent shall schedule the Escrow Closing Date by written Notice to both Parties and,thereafter,shall close the Escrow on or before the Escrow Closing Date by doing all of the following: J 3.7.1 Recordation and Distribution of Recorded Documents. The Escrow Agent shall file the following documents with the office of the Recorder of the County for recording in the official records of the County,in the following order,at the Close of Escrow: (i)the Grant Deed,with the Agency's original certificate of acceptance attached,and(ii)any other documents to be recorded through the Escrow upon the joint instructions of the Parties. The Escrow Agent shall deliver conformed copies of all documents filed for recording in the official records of the County through the Escrow to the Agency,Seller and any other Person designated in the written joint escrow instructions of the Parties to receive an original or conformed copy of each such document. Each copy of a document'filed for recording shall show all recording information. The Parties intend and agree that this Section 3.7.1 shall establish the relative priorities of the documents to be recorded in the official records of the County through the Escrow,by providing for recordation of senior interests prior in time to junior interests,as provided in this Section 3.7.1; 3.7.2 Distribution of Other Documents. The Escrow Agent shall deliver copies of all documents delivered through the Escrow to the Agency, Seller and any other Person designated in the written joint escrow instructions of the Parties to receive an original or copy of each such document; 3.7.3 Title Policv. Obtain and deliver the Title Policy to the Agency; 3.7.4 Funds. Delivei the Purchase Price to Seller,less any amount required to be withheld and paid to the State Franchise Tax Board pursuant to Revenue and Taxation Code Section 18662(see Section 3.9),any amount required to be paid to satisfy any encumbrances against the Property securing monetary obligations of Seller and any other charges to the account of Seller pursuant to the terms of this Agreement,and return all remaining funds held by the Escrow Agent for the account of the Agency to the Agency,less the Agency's share of the Escrow closing costs,and less any other charges to the account of the Agency pursuant to the - terms of this Agreement; ! 3.7.5 FIRPTA Certificate. File the FIRPTA Certificate with the United States Internal Revenue Service; {9 RVPUBTCHOR759136.5 1 19 - I a i t i j 1i i 3.7.6 Form 593. File the Form 593 with the State of California Franchise Tax Board;and 3.7.7 PCO Report. File the PCO Report with the County Assessor. 3.7.8 Report to IRS. Following the Close of Escrow and prior to the last date on which such report is required to be filed with the United States Internal Revenue Service,if such report is required pursuant to Section 6045(e)of the United States Internal Revenue Code,the Escrow Agent shall report the gross proceeds of the sale of the Property pursuant to this Agreement to the United States Internal Revenue Service on Form 1099-B.Form W-9 or such other form(s)as may be specified by the United States Internal Revenue Service pursuant to Section 6045(e)or its associated Federal regulations. Upon the filing of such reporting form with the United States Internal Revenue Service,the Escrow Agent shall deliver a copy of the filed form to both the Agency and Seller. 3.8 Close of Escrow. The Close of Escrow shall occur on or before the Escrow Closing Date. The Parties may mutually agree to change the Escrow Closing Date by joint written instruction to the Escrow Agent. If for any reason the Close of Escrow has not occurred on or before the Escrow Closing Date,then any Party not then in Default under this Agreement- may cancel the Escrow and terminate this Agreement,without liability to the other Party or any other Person for such cancellation and termination,by delivering written Notice of termination to both the other Party and the Escrow Agent. Following any such Notice of termination of this Agreement and cancellation of the Escrow,the Parties and the Escrow Agent shall proceed pursuant to Section 3.14. Without limiting the right of either Party to cancel the Escrow and terminate this Agreement,pursuant to the first sentence of this Section 3.8,if the Escrow does not close on or before the Escrow Closing Date and neither Party has exercised its contractual right to cancel the Escrow and terminate this Agreement under this Section 3.8 before the first date on which the Escrow Agent Notifies.both Parties that the Escrow is in a position to close, then the Escrow shall close as soon as reasonably possible following the first date on which the Escrow Agent Notifies both Parties that the Escrow is in a position to close,pursuant to the terms and conditions of this Agreement. 3.9 Withholding Requirements, The Parties acknowledge that California Revenue and Taxation Code Section 18662 requires the Agency to withhold from funds otherwise payable to Seller at the Close of Escrow an amount equal to three and one-third percent(3 1/3%)of the total Purchase Price for the Property and submit such amount to the California Franchise Tax Board,unless the Agency is relieved of such withholding requirements in accordance with the provisions of California Revenue and Taxation Code Section 18662. 3.10 Taxes and Prorations. All Real Estate Taxes shall have been paid by Seller and be current as of the Close of Escrow and there shall be no pro-ration of Real Estate Taxes between the Parties through or outside of the Escrow. Seller shall be entitled to and solely responsible for obtaining all refunds,if any,that may be due for Real Estate Taxes paid by Seller applicable to any period after Close of Escrow. Seller shall be responsible for all Real Estate Taxes and all supplemental Real Estate Taxes,if any,assessed pursuant to California Revenue and Taxation Code Section 75,et seq.,applicable to any period on or before the Close of Escrow,and Agency's obligation to pay such Real Estate Taxes shall survive the Close of RVPUBiPCHOM38136.5 20 Escrow. Agency shall be responsible for all Real Estate Taxes,if any,and all supplemental Real Estate Taxes,if any,applicable to any period prior to the Close of Escrow. 3.11 Possession;Risk of Loss. The Agency shall be entitled to sole possession of the Property immediately upon Close of Escrow. All risk of loss or damage to the Property will pass from Seller to the Agency at the Close of Escrow. In the event that material loss or damage 's occurs to the Property prior to the Close of Escrow,the Agency may terminate this Agreement and cancel the Escrow by written Notice of Termination. 3.12 Escrow Closing Costs,Taxes and Title Policy Premium. The Agency and Seller shall each pay one-half(1/2)of the Escrow fees and such other costs as the Escrow Agent may charge for conducting the Escrow. Seller shall pay the premium charged by the Title Company for the Title Policy,including any endorsements or other supplements to the coverage of the Title Policy that may be requested by the Agency. The Agency shall pay any and all recording fees,any documentary transfer tax,taxes levied by any Government arising from or relating to the sale of the Property pursuant to this Agreement and through the Escrow(exclusive of any income taxes and any.property taxes to be paid by Seller pursuant to Section 3.10)the cost of any endorsements or supplements to the coverage of the Title Policy requested by the Agency. The Escrow Agent shall notify the Agency and Seller of the costs to be borne by each of them at the Close of Escrow by delivering the Escrow Agent's estimated Escrow closing/settlement statement to both the Agency and Seller,at least two(2)business days prior to the Escrow Closing Date. 3.13 Escrow Cancellation Charges. If the Escrow fails to close due to an Event of Default attributable to the Agency,the Agency shall pay all customary and reasonable cancellation charges regarding cancellation of the Escrow and the Title Policy order,if any. If the Escrow fails to close due to an Event of Default attributable to Seller.Seller shall pay all customary and reasonable cancellation charges regarding cancellation of the Escrow and the Title Policy order,if any. If the Escrow fails to close for any reason other than an Event of Default attributable to either the Agency or Seller,the Agency and Seller shall each pay one-half (1/2)of all customary and reasonable cancellation charges regarding cancellation of the Escrow and the Title Policy order,if any. 3.14 Escrow Cancellation. If the Escrow is cancelled and this Agreement is terminated pursuant to a contractual right granted to a Party in this Agreement to cancel the Escrow and terminate this Agreement,the Parties shall pay any associated cancellation charges in accordance with Section 3.13 and do each of the following: 3.14.1 Cancellation Instructions. The Parties shall,within five(5)business days following receipt of the Escrow Agent's written request,execute any reasonable Escrow cancellation instructions requested by the Escrow Agent;and 3.14.2 Return of Funds and Documents. Within five(5)days following receipt by the Parties of a settlement statement from the Escrow Agent of cancellation charges regarding cancellation of the Escrow and the Title Policy order,if any: (i)Seller or the Escrow Agent, respectively,shall return to the Agency any documents previously delivered by the Agency to Seller or the Escrow Agent regarding this Agreement,the Property or the Escrow,(ii)the i RWURPCHOR758136.5 21 Agency or the Escrow Agent,respectively,shall return to Seller all documents previously delivered by Seller to the Agency or the Escrow Agent regarding this Agreement,the Property or the Escrow;(iii)the Escrow Agent shall return to the Agency any funds deposited into the Escrow by the Agency,less the Agency's share of any customary and reasonable cancellation charges regarding cancellation of the Escrow and the Title Policy order,if any,in accordance with Section3.13; and(iv)the Escrow Agent shall return to Seller any funds deposited into the Escrow by Seller,less Seller's share of any customary and reasonable cancellation charges regarding cancellation of the Escrow and the Title Policy order,if any,in accordance with Section 3.13. 3.15 Escrow Notices. All Notices from the Escrow Agent to the Parties shall be given in the manner provided in Section 6.4 of this Agreement. ARTICLE 4 TENANT LEASES 4.1 Property is Vacant. Seller represents and warrants to Agency that the Property will be vacant prior to the completion of the Due Diligence Period and no tenant rights are or will be attached to it. Seller shall not enter into any lease agreements or month to month rental agreements regarding the Property. 4.2 Unrecorded Possessory Interests. Seller represents and warrants to Agency that to Sellers current actual knowledge,there are no other agreements for occupancy in effect.for the Property and no unrecorded possessory interests or unrecorded agreements that would adversely affect Agency's title to or use of the Property. 4.3 Indemnification For Relocation Costs. In addition to and in no way limiting any other indemnification obligation herein,Seller agrees and acknowledges that the Purchase ' Price is a full and complete settlement including any and all rights to Benefits for Seller and Tenants. Seller hereby indemnifies Agency for any Claim for Benefits asserted or brought by any prior Tenant(s)of the property related to,arising from or associated with the sale of the Property.Seller also hereby agrees to defend,protect,indemnify and hold harmless the Agency, its board,employees,and consultants for any claim,loss,cost,expense,or liability resulting from or related to the obligations under state law regarding relocation and displacement of persons.. ARTICLE 5 REMEDIES AND INDEMNITY 5.1 Event of Default Remedies. The Agency shall have all remedies available to the Agency at law or in equity under the laws of the State for any Event of Default by Seller under this Agreement. The Seller shall have all remedies available to the Seller at law for any Event of Default by the Agency under this Agreement,except as otherwise provided for herein. Seller shall not seek specific performance nor may Seller be awarded specific performance against the Agency. RWUBTCHON58136.5 22 { i 5.2 Rights and Remedies are Cumulative. Except as otherwise expressly stated in this Agreement,the rights and remedies of the Parties set forth in this Agreement are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it,at the same or different times,of any other rights or remedies for the same Default or the same rights or remedies for any other Default. ' 5.3 Indemnification. i 5.3.1 Obligations. The Agency shall Indemnify the Seller Parties against any wrongful intentional act or negligence of the Agency Parties and for any other matter for which the Agency is specifically obligated to indemnify Seller pursuant to this Agreement. Seller shall Indemnify the Agency Parties against any wrongful intentional act or negligence of the Seller Parties and for any other matter for which Seller is specifically obligated to indemnify the Agency pursuant to this Agreement. Notwithstanding anything to the contrary in this Agreement,no Indemnitor shall be required to Indemnify any Indemnitee to the extent of the Indemnitee's wrongful intentional acts or negligence. Nothing in this Section 5.3 or any other provision of this Agreement is intended to modify any claim requirements or limitations periods provided for in the California Government Code Sections 800,et seq.or Sections 900,et seq. 5.3.2 Independent of Insurance Obligations. Each Party's obligation to Indemnify any Person under this Agreement is independent of any insurance tamed by such Party, and any insurance shall not in any way restrict,limit,or modify a Party's obligation to Indemnify a Person under this Agreement and such indemnity obligation is independent of each Party's other obligations under this Agreement. 5.3.3Survival of Indemnification and Defense Obligations. The indemnity and defense obligations of the Parties under this Agreement shall survive the expiration or earlier termination of this Agreement,until all Claims against any of the Indemnitees are fully,finally, absolutely and completely barred by applicable statutes of limitations. 5.3.4 Dutv to Defend. The duty to defend any Indemnitee applies upon Notice of any Claim,regardless of whether the issues of negligence,liability,fault,default or other obligation on the part of the Indemnitor or the Indemnitee have been determined. The duty to defend any Indemnitee applies immediately,regardless of whether the Indemnitee has paid any amounts or incurred-any detriment an out of or relating(directly or indirectly)to any Claim. It is the express intention of the Parties that an Indemnitee be entitled to obtain summary adjudication or summary judgment regarding an Indemnitors duty to defend the Indemnitee,at any stage of any Claim within the scope of the Indemnitor's indemnity obligations under this Agreement. 5.4 Indemnification Procedures. Wherever this Agreement requires any Indemnitor to Indemnify any Indemnitee: r 5.4.1 Prompt Notice,r The Indemnitee shall promptly Notify the Indemnitor of any Claim. To the extent.and only to!the extent,that the Indemnitee fails to give prompt Notice of a Claim and such failure materially,prejudices the Indemnitor in providing indemnity for such Claim,the Indemnitor shall be relieved of its indemnity obligations for such Claim. i { I RVPIJB\PCHOIV58136.5 23 I j i i i 5.4.2 Selection of Counsel. The Indemnitor shall select counsel reasonably acceptable to the Indemnitee. Counsel to Indemnitor's insurance carrier that is providing coverage for a Claim shall be deemed reasonably satisfactory. Even though the Indemnitor shall defend the Claim,Indemnitee may,at its option and its own expense,engage separate counsel to advise it regarding the Claim and its defense. The Indemnitee's separate counsel may attend all proceedings and meetings. The Indemnitor's counsel shall actively consult with the Indemnitee's separate counsel. The Indemnitor and its counsel shall,however,fully control the defense,except to the extent that the Indemnitee waives its rights to indemnity and defense for such Claim. 5.4.3 Cooperation. The Indemnitee shall reasonably cooperate with the Indemnitor's defense of the Indemnitee,provided the Indemnitor reimburses the Indemnitee's actual out of pocket expenses(including Legal Costs)of such cooperation. 5.4.4 Settlement. The Indemnitor may,with the Indemnitee's consent,not to be unreasonably withheld,settle a Claim. The Indemnitee's consent shall not be required for any settlement by which all of the following occur: (i)the Indemnitor procures(by payment, settlement,or otherwise)a release of the Indemnitee from the subject Claim(s)by which the Indemnitee need not make any payment to the claimant(ii)neither the Indemnitee nor the Indemnitor on behalf of the Indemnitee admits liability;(iii)the continued effectiveness of this Agreement is notjeopardized in any way;and(iv)the Indemnitee's interest in this Agreement is not jeopardized in any way. ARTICLE 6 GENERAL PROVISIONS 6.1 Incorporation of Recitals. The Recitals of fact set forth preceding this Agreement are true and correct and are incorporated into this Agreement in their entirety by this reference. 6.2 City Not a Party. The City is not a Party to this Agreement. 6.3 Executive Director Implementation. The Agency shall implement this Agreement through its Executive Director. The Executive Director is hereby authorized by the Agency to issue approvals,interpretations,waivers and enter into certain amendments to this Agreement on behalf of the Agency,to the extent that any such action(s)does/do not cause the Agency to incur,in the aggregate,additional obligations exceeding zero dollars and no cents ($0.00). All other actions shall require the consideration and approval of the Agency governing body,unless expressly provided otherwise by action of the Agency governing body. Nothing in this Section 6.3 shall restrict the submission to the Agency governing body of any matter within the Executive Director's authority under this Section 6.3,in the Executive Director's sole and absolute discretion,to obtain the Agency governing body's express and specific authorization on such matter. The specific intent of this Section 6.3 is to authorize certain actions on behalf of the Agency by the Executive Director,but not to require that such actions be taken by the Executive Director,without consideration by the Agency governing body. RW1JB\PCH0N58136.5 24 6.4 Notices,Demands add Communications Between the Parties. 6.4.1 Notices. Any and all Notices submitted by either Party to the other Party or to the Escrow Agent pursuant to of as required by this Agreement shall be proper,if in writing and transmitted to the address of the Agency,or Seller,as applicable,set forth in Section 6.4.2, or to the Escrow Agent's address set forth in the Escrow Agent's Consent,by one or more of the following methods: (i)messenger fol immediate personal delivery,(ii)a nationally recognized overnight(one-night)delivery service(i.e.,Federal Express,United Parcel Service,etc.)or(iii) registered or certified United States mail,postage prepaid,return receipt requested. Such Notices may be sent in the same manner to such other addresses as either Party may designate, from time to time,by Notice. Any Notice shall be deemed to be received by the addressee, regardless of whether or when any return receipt is received by the sender or the date set forth on such return receipt,on the day that it is delivered by personal delivery,on the date of delivery by a nationally recognized overnight courier service(or when delivery has been attempted twice,as evidenced by the written report of the courier service)or four(4)calendar days after it is deposited with the United States Postal Service for delivery,as provided in this Section 6.4. Rejection,other refusal to accept or the inability to deliver a Notice because of a changed address of which no Notice was given or other action by a Person to whom Notice is sent,shall be deemed receipt of the Notice. 6.4.2 Addresses. The following are the authorized addresses for the submission of Notices to the Parties,as of the Effective Date: To Seller: Mario L.Acosta Nerelys Acosta 6931 Van Nuys Blvd Suite 101 Van Nuys,CA 91405 To the Agency: Redevelopment Agency of the City of Azusa 213 East Foothill Boulevard Azusa,California 91702 Attention:Executive Director With Copy to: Best Best&Krieger LLP 5 Park Plaza,Suite 1500 Irvine,CA 92614 Attn: Elizabeth W.Hull Telephone(949)263-2600 Fax(949)260-0972 6.5 Warranty Against Payment of Consideration for Agreement Seller represents and warrants that: (i) Seller has not employed or retained any Person to solicit or secure this Agreement upon an agreement or understanding for a commission,percentage, brokerage,or contingent fee,excepting bona fide employees of Seller;and(ii)no gratuities,in the form of entertainment,gifts or otherwise have been or will be given by Seller or any of its agents,employees or representatives to any elected or appointed official or employee of either I RVPU13TCHOIVSa136.5 25 I 1 i { the City or the Agency in an attempt to secure this Agreement or favorable terms or conditions for this Agreement. Breach of the representations or warranties of this Section 6.5 shall automatically terminate this Agreement,without further Notice to or action by either Party and, upon any such termination of this Agreement,Seller shall immediately refund any payments made to or on behalf of Seller by the City or the Agency pursuant to this Agreement or otherwise related to the Property,prior to the date of any such termination. 6.6 Relationship of Parties. The Parties each intend and agree that the Agency and Seller are independent contracting entities and do not intend by this Agreement to create any partnership,joint venture,or similar business arrangement,relationship or association between them. 6.7 Survival of Agreement. All of the provisions of this Agreement shall be applicable to any dispute between the Parties arising from this Agreement,whether prior to or following expiration or termination of this Agreement,until any such dispute is finally and completely resolved between the Parties,either by written settlement,entry of a non-appealable judgment or expiration of all applicable statutory limitations periods and all terms and conditions of this Agreement relating to dispute resolution and limitations on damages or remedies shall survive any expiration or termination of this Agreement. 6.8 Non-liability of Officials,Employees and Agents. No Agency Party shall be personally liable to Seller,or any successor in interest of Seller,in the event of any Default or breach by the Agency under this Agreement or for any amount that may be or become due to Seller or any successor in interest of Seller,on any obligations under the terms or conditions of this Agreement. 6.9 Calculation of Time Periods. Unless otherwise specified,all references to time periods in this Agreement measured in days shall be to consecutive calendar days,all references to time periods in this Agreement measured in months shall be to consecutive calendar months and all references to time periods in this Agreement measured in years shall be to consecutive calendar years. Any reference to business days in this Agreement shall mean consecutive business days of the Agency. 6.10 Principles of Interpretation. No inference in favor of or against any Party shall be drawn from the fact that such Party has drafted any part of this Agreement. The Parties have both participated substantially in the negotiation,drafting,and revision of this Agreement,with advice from legal and other counsel and advisers of their own selection. A word,term or phrase defined in the singular in this Agreement may be used in the plural,and vice versa,all in accordance with ordinary principles of English grammar,which shall govern all language in this Agreement. The words"include"and"including"in this Agreement shall be construed to be followed by the words: "without limitation." Each collective noun in this Agreement shall be interpreted as if followed by the words"(or any part of it),"except where the context clearly requires otherwise. Every reference to any document,including this Agreement,refers to such document,as modified from time to time(excepting any modification that violates this Agreement),and includes all exhibits,schedules,addenda and riders to such document. The - word"or"in this Agreement includes the word"and." Every reference to a law,statute, RVPUBWCHON58136.5 26 regulation,order,form or similar governmental requirement refers to each such requirement as amended,modified,renumbered,superseded or succeeded,from time to time. 6.11 Governing Law. The.Laws of the State shall govern the interpretation and enforcement of this Agreement,without application of conflicts of laws principles. The Parties acknowledge and agree that this Agreement is entered into,is to be fully performed in and relates to real property located in the City of Azusa,County of Los Angeles,State of California. All legal actions arising from this Agreement shall be filed in the Superior Court of the State in and for the County or in the United States District Court with jurisdiction in the County. 6.12 Agency Attorney Fees and Costs. For the purposes of this Agreement,all references to Legal Costs in reference to the Agency are intended to include the salaries,benefits and costs of the City Attorney,as Agency General Counsel,and the lawyers employed in the Office of the City Attorney who provide legal services regarding the particular matter,adjusted to or billed at an hourly rate and multiplied by the time spent on such matter rounded to increments of one tenth(1/10't)of an hour,in addition to Legal Costs of outside counsel retained by the Agency for any matter. _ 6.13 Unavoidable Delay;Extension of Time of Performance. 6.13.1 Notice. Subject to any specific provisions of this Agreement stating that they are not subject to Unavoidable Delay or otherwise limiting or restricting the effects of an Unavoidable Delay,performance by either Party under this Agreement shall not be deemed,or considered to be in Default,where any such Default is due to the occurrence of an Unavoidable Delay. Any Party claiming an Unavoidable Delay shall Notify the other Party: (i)within ten (10)days after such Party knows of any such Unavoidable Delay;and(ii)within five(5)days after such Unavoidable Delay ceases to exist. To be effective,any Notice of an Unavoidable Delay must describe the Unavoidable Delay in reasonable detail. The extension of time for an Unavoidable Delay shall commence on the date of receipt of written Notice of the occurrence of the Unavoidable Delay by the Party not claiming an extension of time to perform due to such Unavoidable Delay and shall continue until the end of the condition causing the Unavoidable Delay. The Party claiming an extension of time to perform due to an Unavoidable Delay shall -exercise its commercially reasonable best efforts to cure the condition causing the Unavoidable Delay,within a reasonable time. 6.13.2 Assumption of Economic Risks. EACH PARTY EXPRESSLY AGREES THAT ADVERSE CHANGES IN ECONOMIC CONDITIONS,OF EITHER PARTY SPECIFICALLY OR THE ECONOMY GENERALLY, OR CHANGES IN MARKET CONDITIONS OR DEMAND OR CHANGES IN THE ECONOMIC ASSUMPTIONS OF EITHER PARTY THAT MAY HAVE PROVIDED A BASIS FOR ENTERING INTO THIS AGREEMENT SHALL NOT OPERATE TO EXCUSE OR DELAY THE PERFORMANCE OF EACH AND EVERY ONE OF EACH PARTY'S OBLIGATIONS AND COVENANTS ARISING UNDER THIS AGREEMENT. ANYTHING IN THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING,THE PARTIES EXPRESSLY ASSUME THE RISK OF UNFORESEEABLE CHANGES IN ECONOMIC CIRCUMSTANCES AND/OR MARKET DEMAND/CONDITIONS AND WAIVE,TO THE GREATEST EXTENT ALLOWED BY LAW,ANY DEFENSE,CLAIM,OR CAUSE OF ACTION BASED IN WHOLE OR IN PART RVPUBWH01\758136.5 27 ON ECONOMIC NECESSITY,IMPRACTICABILITY,CHANGED ECONOMIC CIRCUMSTANCES,FRUSTRATION OF PURPOSE,OR SIMILAR THEORIES. THE PARTIES AGREE THAT ADVERSE CHANGES IN ECONOMIC CONDITIONS,EITHER OF THE PARTY SPECIFICALLY OR THE ECONOMY GENERALLY,OR CHANGES IN MARKET CONDITIONS OR DEMANDS,SHALL NOT OPERATE TO EXCUSE OR DELAY THE STRICT OBSERVANCE OF EACH AND EVERY ONE OF THE OBLIGATIONS,COVENANTS,CONDITIONS AND REQUIREMENTS OF THIS AGREEMENT. THE PARTIES EXPRESSLY ASSUME THE RISK OF SUCH ADVERSE ECONOMIC OR MARKET CHANGES,WHETHER OR NOT FORESEEABLE AS OF THE EFFECTIVE DATE. Initials of Authorized Initials of Authorized Agency Representative(s) Seller Representative(s) 6.14 Real Estate Commissions. The Agency shall not be responsible for any real estate brokerage or sales commissions,finder fees or similar charges that may arise from or be related to this Agreement or the purchase,sale or conveyance of the Property pursuant to this Agreement. Seller shall be solely responsible for any real estate brokerage or sales commissions, finder fees or similar charges that may arise from or be related to this Agreement or the purchase, sale or conveyance of the Property pursuant to this Agreement that are claimed by any Person engaged by Seller relating to the Property,this Agreement,'or the purchase,sale or conveyance of the Property pursuant to this Agreement. Further,Seller shall Indemnify the Agency against any claims for such real estate brokerage or sales commissions,finder fees or similar charges,in accordance with Section 5.3. 6.15 Binding on Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective legal representatives,successors and assigns. 6.16 No Other Representations or Warranties. Except as expressly set forth in this . Agreement,no Party makes any representation or warranty material to this Agreement to any other Party. 6.17 - Tax Consequences. Seller acknowledges and agrees that it shall bear any and all responsibility,liability,costs,and expenses connected in any way with any tax consequences experienced by Seller related to this Agreement or the purchase,sale or conveyance of the Property pursuant to this Agreement. 6.18 No Third-Party Beneficiaries. Nothing in this Agreement,express or implied,is intended to confer any rights or remedies under or by reason of this Agreement on any Person other than the Parties and their respective permitted successors and assigns,nor is anything in this Agreement intended to relieve or discharge any obligation of any third-Person to any Party or give any third-Person any right of subrogation or action over or against any Party. RVPUBWCH01\758136 5 28 6.19 Execution in Counterparts. This Agreement may be executed in multiple counterpart originals,each of which shall be deemed to be an original,but all of which together shall constitute one and the same document. 6.20 Entire Agreement. 6.20.1 Integrated Agreement. This Agreement includes thirty(30)pages and thre (3)exhibits,that constitute the entire'understanding and Agreement of the Parties regarding the Property and the other subjects addressed in this Agreement. This Agreement integrates all of the terms and conditions mentioned in this Agreement or incidental to this Agreement,and supersedes all negotiations or previous agreements between the Parties with respect to the Property and the other subjects addressed in this Agreement. i 6.20.2 No Merge. None of the terms,covenants,restrictions,agreements or conditions set forth in this Agreement shall be deemed to be merged with any deed conveying title to any portion of the Property,and this Agreement shall continue in full force and effect before and after any such instruments,in accordance with its terms. 6.20.3 Waivers Most be in Writing. All waivers of the provisions of this Agreement and all amendments to this Agreement must be in writing and signed by the authorized representative(s)of both the Agency and Seller. 6.21 Exhibits. All of the Exhibits attached to this Agreement are described as follows: 6.21.1 Exhibit"A". Property Legal Description(Exhibit"A"); 6.21.2 Exhibit`B". Form of Escrow Agent Consent(Exhibit`B");and 6.21.3 Exhibit"C". Form of Grant Deed(Exhibit"C"). 6.22 Time Declared to be of the Essence. As to the performance of any obligation under this Agreement of which time is a component,the performance of such obligation within the time specified is of the essence. 6.23 No Waiver. Failure to insist on any one occasion upon strict compliance with any term,covenant,condition,restriction or agreement contained in this Agreement shall not be deemed a waiver of such term,covenant,condition,restriction or agreement,nor shall any waiver or relinquishment of any rights or powers under this Agreement,at any one time or more times,be deemed a waiver or relinquishment of such right or power at any other time or times. i [signatures on following page] { i { 99� RVPUBTCHON58136.5 29 1 { SIGNATURE PAGE TO 2009 REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (630 Gleafmnan) IN WITNESS WHEREOF,the Agency and Seller have executed this 2009 Real Property Purchase and Sale Agreement and Joint Escrow Instructions(630 Glenfinnan) by and through the signatures of their authorized representative(s)set forth below: AGENCY: Seller: Redevelopment Agency of the City of Mario L.Acosta-an individual Azusa,a public body,corporate and politic Nerelys Acosta,an individual By: By: Name: Name: Its: By: Attest: Name: By: Agency Secretary _ APPROVED AS TO FORM: Best Best&Krieger LLP - By: Agency General Counsel RVPUBIPCHOR758136.5 30 EXHIBIT"A" TO 2009 REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (630 G1enCwnan) PROPERTY LEGAL DESCRIPTION , TRACT NO. 27346,LOT 33 IN T14E CITY OF AZUSA,COUNTY OF LOS ANGELES, CALIFORNIA AS RECORDED IN MAP BOOK 8665,PAGES 22 AND 23 OF MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. [APN 8612-001-0601 i r i i i I i i Exhibit"A" RVPfIHTC11O1\758136.5 jProperty Legal Description 1 i 1 i EXHIBIT"B" TO 2009 REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (630 Glenfinnan) FORM OF ESCROW AGENT CONSENT ESCROW AGENT CONSENT Lawyers Title, in Burbank,Califomia accepts that certain 2009 Real Property Purchase and Sale Agreement and Joint Escrow Instructions, dated March 2, 2009, by and between the Redevelopment Agency of the City of Azusa,a public body,corporate and politic, and Mario L. Acosta, an individual, and agrees to act as "Escrow Agent' pursuant to such agreement and agrees to be bound by all provisions of such agreement applicable to it as the Escrow Agent. ESCROW AGENT: Lawyers Title By: Name: Its: Dated: Notice Address: Attn: Exhibit"B" Form Of Escrow Agent Consent RVPUBTCHOR758136.5 EXHIBIT"C" i TO 2009 REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (630 Glenfinnan) FORM OF GRANT DEED ] [To be attached following this cover page] - s i i I r 1 3 { i i 1 Exhibit"C Forth of Grant Deed RVPUBtPCH0N581365 j - { ] I 1 I RECORDING REQUESTED BY: Escrow No.and Order No. WREN RECORDED MAIL TO: AND MAUL TAX STATEMENTS TO: Redevelopment Agency of the City of Azusa Attn: Executive Director 213 East Foothill Boulevard Azusa,CA 91702 APN 8612-001-060 Exempt from Recording Fees per Govt.Code§27383 Exempt from Documentary Transfer Tax per Calif.Rev.&Tar..Code§11922 GRANT DEED FOR VALUABLE CONSIDERATION,receipt of which is hereby acknowledged, MARIO L.ACOSTA,an individual; and Nerelys Acosta,an individual do hereby grant and convey to REDEVELOPMENT AGENCY OF THE CITY OF AZUSA,a public body, corporate and politic all that certain real property situated in the City of Azusa, County of Los Angeles, State of California,described in EXHIBIT A attached hereto and incorporated herein by reference. Dated: MARIO L.ACOSTA Dated: NERELYS ACOSTA Exhibit"C" Form of Grant Deed RVPUBIPCHON58136.5 9 ' NOTARY ACKNOWLEDGMENT (California All-Purpose Acknowledgment) 1 STATE OF CALIFORNIA COUNTY OF LOS ANGELES I On before me, - (insert name and title of the officer here),personally appeared MARIO L.ACOSTA and NERELYS ACOSTA,who proved to me on the basis of satisfactory evidence to be the persons)whose name(s)is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by his/her/their signature(s) on the instrument the person(s),or the entity upon behalf of which the person(s)acted,executed the instrument. l I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct. i WITNESS my hand and official seal. Signature (Seal) ATTACHED TO: GRANT DEED. [APN 8612-001-061`01 1 i i{ i 1 Exhibit"C" Form of Gmt Deed RVP[IBNCHOR]581365 1 1 I l EXHIBIT A TO GRANT DEED LEGAL DESCRIPTION OF PROPERTY TRACT N0, 27346,LOT 33 IN THE CITY OF AZUSA,COUNTY OF LOS ANGELES, CALIFORNIA AS RECORDED IN MAP BOOK 8665,PAGES 22 AND 23 OF MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. [APN 8612-001-0601 Exhibit"C" Form of Gran[Dad RVPUBIPCH0IV58136.5 i - i REDEVELOPMENT AGENCY OF THE CITY OF AZUSA CERTIFICATE OF ACCEPTANCE OF GRANT DEED [APN 8612-001-060] This Certificate of Acceptance pertains to the interest in certain real property conveyed by the Grant Deed dated , 2009 to which this Certificate of Acceptance is _ attached, .1 from: MARIO L. ACOSTA, an individual, and NERELYS ACOSTA, ("Grantor") i to: REDEVELOPMENT AGENCY OF THE CITY OF AZUSA,a public body,corporate and politic("Grantee") Said Grant Deed is hereby accepted by the undersigned officer on behalf of Grantee pursuant to authority conferred by the Grantee's governing board, and Grantee hereby consents to recordation of said Grant Deed. 3 Dated: i REDEVELOPMENT AGENCY OF THE CITY OF AZUSA,a public body,corporate and politic, i By: Francis Delach Its: Executive Director v ATTEST: Agency Secretary Exhibit"C" - - i Form of Grant Deed RVPUBiPCHO7V58136.5 a 1� 3 i I ] 9 TABLE OF CONTENTS ARTICLE1 DEFINITIONS............................................._.......................................................1 1.1 DEFINED TERMS..................................................................................................................... I ARTICLE 2 CONVEYANCE OF PROPERTY.............._....................................................... 9 2.1 ESCROW.................................................................................................................................9 2.2 SELLER'S DISCLOSURE DOCUMENTS..................................................................9 2.3 AGENCY DEPOSIT........................................................................................9 2.4 PAYMENT OF PURCHASE PRICE..............................................................................................9 2.5 TITLE APPROVAL.................................................................................................................10 2.6 DUE DILIGENCE INVESTIGATIONS........................................................................................11 2.7 EMINENT DOMAIN................................................................................................................ 12 2.8 SELLER COVENANTS REGARDING MAINTENANCE OFTHE PROPERTY..................................12 2.9 SELLER AND TENANT WAIVER OF RELOCATION BENEFITS AND OWNER PARTICIPATION RIGHTS.......................................................................................................13 2.10 SELLER REPRESENTATIONS AND WARRANTIES.................................................................. 14 ARTICLE 3 JOINT ESCROW INSTRUCTIONS......__._.....................................................15 3.1 OPENING OF ESCROW...........................................................................................................'15 3.2 ESCROW AGENT AUTHORITY...............................................................................................15 3.3 AGENCY'S CONDITIONS TO CLOSE OF ESCROW...................:............................................... 16 3.4 SELLER'S CONDITIONS TO CLOSE OF ESCROW..................................................................... 17 3.5 AGENCY'S ESCROW DEPOSITS............................................................................................. 17 3.6 SELLER'S ESCROW DEPOSITS............................................................................................... 18 3.7 CLOSING PROCEDURE.......................................................................................................... 18 3.8 CLOSE OF ESCROW............................................................................................................... 19 3.9 WITHHOLDING REQUIREMENTS...........................................................................................20 3.1 O TAXES AND PRORATIONS...................................................................................................20 3.11 POSSESSION;RISK OF LOSS................................................................................................20 3.12 ESCROW CLOSING COSTS,TAXES AND TITLE POLICY PREMIUM........................................20 3.13 ESCROW CANCELLATION CHARGES......................................................_...........................20 3.14 ESCROW CANCELLATION...................................................................................................21 3.15 ESCROW NOTICES.....................................................................................7.......................4 21 ARTICLE 4 TENANT LEASES..............................................................................................21 4.1 PROPERTY IS VACANT..........................................................................................................21 4.2 UNRECORDED POSSESSORY INTERESTS................................................................................21 4.3 INDEMNIFICATION FOR RELOCATION COSTS........................................................................21 ARTICLE 5 REMEDIES AND INDEMNITY..............._.......................................................22 5.1 EVENT OF DEFAULT REMEDIES............................................................................................22 5.2 RIGHTS AND REMEDIES ARE CUMULATIVE.................................................................4.........22 5.3 INDEMNIFICATION................................................................................................................22 5.4 INDEMNIFICATION PROCEDURES..........................................................................................23 RVPUBTCHON58136.5 i ARTICLE 6 GENERAL PROVISyIONS..................................................................................23 6.1 INCORPORATION OF RECITALS J............................................................................................23 6.2 CITY NOT A PARTY................. ...........................................................................................23 6.3 EXECUTIVE DIRECTOR IMPLEMENTATION............................................................................24 6.4 NOTICES,DEMANDS AND COMMUNICATIONS BETWEEN THE PARTIES.................................24 65 WARRANTY,AGAINST PAYMENT OF CONSIDERATION FOR AGREEMENT..............................25 6.6 RELATIONSHIP OF PARTIES......1...........................................................................................25 6.7 SURVIVAL OF AGREEMENT......1...........................................................................................25 6.8 NON—LIABILITY OF OFFICIALS,EMPLOYEES AND AGENTS....................................................25 6.9 CALCULATION OF TIME PERIODS.........................................................................................25 6.10 PRINCIPLES OF INTERPRETATION........................................................................................26 6.11 GOVERNING LAW................... ...........................................................................................26 6.12 AGENCY ATTORNEY FEES AND COSTS...............................................................................26 6.13 UNAVOIDABLE DELAY;EXTENSION OF TIME OF PERFORMANCE..................................:....26 6.14 REAL ESTATE COMMISSIONS.............................................................................................27 6.15 BINDING ON SUCCESSORS AND ASSIGNS............................................................................27 6.16 NO OTHER REPRESENTATIONSi OR WARRANTIES...............................................................28 6.17 TAX CONSEQUENCES..........................................................................................................28 6.18 NO THIRD—PARTY BENEFICIARIES.........................................._..........................................28 6.19 EXECUTION IN COUNTERPARTS..........................................:...............................................28 6.20 ENTIRE AGREEMENT..............:...........................................................................................28 6.21 EXHIBITS................................{...........................................................................................28 6.22 TIME DECLARED TO BE OF THE ESSENCE............................................................................28 6.23 No WAIVER...........................!...........................................................................................29 EXHIBIT-A"-PROPERTY LEGAL DESCRIPTION EXHIBIT"B"-FORM OF ESCROW AGENT CONSENT EXHIBIT"C"-FORM OF GRANT DEED 3 It 1 i i 1 RVPUBTCH011758136.5 �l 1 t 1 fI 1 i d Exhibit`B"to February 17,2009,Staff Report Resolution No A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA APPROVING AN APPROPRIATION AMENDMENT FOR FISCAL YEAR 2008/09 PURSUANT TO SECTION 2-450 OF THE AZUSA MUNICIPAL CODE WHEREAS,on June 16,2008,the Agency Members passed Resolution No.08-R25, adopting the Budget and approving the appropriations for the Redevelopment Agency of the City of Azusa for fiscal year commencing July 1,2008 and ending June 30,2009; WHEREAS,Section 2-450 of the Azusa Municipal Code provides for the amendment of said Budget,when required for the operation of the Agency;and WHEREAS,on November 3,2008,the Agency Members passed Resolution No.46, authorizing the sale of the Amended and Restated Merged Central Business District and West End Redevelopment Project Area Housing Tax Allocation Bonds,2008,Series B;in the amount of$11,580,000(ELEVEN MILLION FIVE HUNDRED AND EIGHTY THOUSAND DOLLARS);and WHEREAS,certain appropriation amendments are in fact,required as summarized below and detailed in Appropriations Amendment: Appropriation Amendment Summary: An appropriation of 5705,000,to fund the acquisition,and associated costs,of the property located at 630 North Glenfinnan Avenue(Acosta). NOW THEREFORE BE IT RESOLVED that the Agency Members of the Redevelopment Agency of the City of Azusa do hereby approve the Budget Amendment,and order the same to be - recorded in the Agency's books of account and henceforth to be a part of said Budget as if adopted with the original thereof. ADOPTED AND APPROVED this 17nd Day of February,2009. Chairman: I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Agency Members of the Redevelopment Agency of the City of Azusa at a regular meeting thereof on the 17nd Day of February,2009,by the following vote of Agency Members: AYES: AGENCY MEMBERS: NOES: AGENCY MEMBERS: ABSTAIN: AGENCY MEMBERS: ABSENT: AGENCY MEMBERS: Secretary: EXHIBIT C iRESOLUTION NO. A RESOLUTION OF THE REDEVELOPMENT AGENCY OF TIB CITY OF AZUSA APPROVING A PURCHASE AND SALE AGREEMENT WITH MARIO L.&NERELYS ACOSTA FOR THE PURCHASE OF 630 NORTH GLENFEYNAN AVENUE(APN 8612- 001-060)IN ITS ENTIRETY WITHIN THE MERGED CENTRAL BUSINESS DISTRICT AND WEST END REDEVELOPMENT PROJECT AREA WHEREAS,the Redevelopment Agency of the City of Azusa("Agency")is engaged in activities necessary to execute and implement the Redevelopment Plan of the City of Azasa("Redevelopment Plan')as it pertains to the Merged Central Business District And West End Project Area("Project Area');and WHEREAS,Marib L&Nerelys Acosta,("Owner")is the owner of certain real property located within the Project Area,generally described as 630 North Glenfitman Avenue(APN:8612-001-060) in its emirery("Property"),and more particularly described in Esltibit A attached hereto and incorporated herein by reference;and I WHEREAS,the Owner desires to sell the Pmperty to the Agency and the Agency desires to purchase the Property from the Owner in accordance with the terms and conditions set forth in the purchase and sale agreement attached hereto as Exhibit B and mcorporated herein by reference("Agreemeor);and WHEREAS,the Agency is authorized to acquire the Property for purposes of redevelopment pursuant to Section 33391 of the Community Redevelopment law(Health&Safety Code§33000,et seq);and WHEREAS,the acquisition of the Property will assist the Agency's goal to revitalize and improve the residential opportunities in the Project iArea;and WHEREAS,this Agreeent peto and affects the ability of the Agency to(mance its activities and corny out it obligations and the rtains e goals of the Redevelopment Plan. It is intended to be a contract within the meaning of Government Cade§53511;sand WHEREAS,in taking this action,the Agency has determined that the acquisition of the property is not a"project" under the provisions of the California Environmental Quality Act,the California Environmental Quality Act Guidelines (Title 14 C.C.R.§15004)acid the City of sa's environmental procedures. I NOW,THEREFORE,BE IT RESOLVED by the Governing Board of the Redevelopment Agency of the City of Azusa as follows: SECTION I. All of Recitals set forth above are We and correct SECTION 2. Base on all of the foregoing,the Agency hereby approves the Agreement for the purchase of certain real property generally located at 630 North Glenfmnan Avenue(APN: 8612-001-060) in its entirety more particularly described in Exhibit A anA attached hereto and incorporated herein by reference. The Agency further autharims the E.mive Din.cmr m execute said Agreement SECTION 3. A copy of the Agreement shall be kept an file at City Hall. Staff is directed to do all that is necessary to effectuate the intent of the Agreement and consummate the purchase of the Property. I SECMON4. The Agency Secretary shall certify the adoption of this Resolution. PASSED AND APPROVED this 176 day of February,2009. Chairman - I HEREBY CERTIFY that the foregoing Resolution was duly passed,approved,and adopted by the Board of Directors of the Redevelopment Agency of the City of Amsa,at a regular meeting of said Board held on the 17i° day of February,2009,by the foll i ing vote of the Board: AYES: DOARDMEMBERS: NOES: BOIARDMEMBERS: ABSTAIN: BOARDMEMBERS: ABSENT: BOARDMEMBERS: Secretary t i i i I 1 I Exhibit A To PSA Rerofuflon Legal Description of Property 630 Narth Glenf uu n Avenue(APN:8612-001-060) Tract No.27346,Lot 33 in the City of Azusa.County of Los Angeles,California as recorded in Map Book 8665,Pages 22 and 23 of Maps in the Ofice ofthe County Recorder ofsaid County. i i Eshibit B To PSA Resolution Real Property Purchase And Sale Agreement Pose see, Exhibit"A"to the StafRepon Titled:Consideration OfA Purchase And Sale Agreement For The Acquisition Of The Real Property Located At 630 North Glenfinnan Avenue(Acosta);Dated:February 17,2009 S 1 1 1 1 I i I I { I I 1 I I i I I i i i U � �4rab^� AGENCY AGENDA TO: HONORABLE CHAIRPERSON AND MEMBERS OF THE AGENCY BOARD 4� FROM: KURT E. CHRISTIANSEN, ECONOMIC & COMMUNITY DEVELOPMENT DIRECTOR VIA: F.M. DELACH,EXECUTIVE DIRECTOR �t/) DATE: FEBRUARY 17,2009 SUBJECT: CONSIDERATION OF A PURCHASE AND SALE AGREEMENT FOR THE ACQUISITION OF THE REAL PROPERTY LOCATED AT 630 NORTH GLENFINNAN AVENUE(ACOSTA) RECOMMENDATION It is recommended that the Agency Board approve the Purchase and Sale Agreement ("PSA")for the acquisition of real property located at 630 North Glenfinnan Avenue, commonly known as Los Angeles County Assessor's Parcel Number 8612-001-060 ("Subject Property"). It is further recommended that the Agency Board approve an appropriation for this property acquisition. BACKGROUND In order to eliminate all remaining blight in the Central Business District area, in 2003, the Agency adopted the Amended and Restated Redevelopment Plan for the Merged Central Business District and West End Redevelopment Projects. One vehicle for the elimination of blight is the assemblage of improved, odd-shaped parcels into a single, larger"squared-off'parcel. Such assemblage can have the economic benefit of(a) eliminating any functional inefficiency or obsolescence caused by the "odd-shaped" nature of a parcel, and (b) creating a larger parcel that can accommodate certain projects(i.e. affordable housing developments)that smaller parcels would be unable to accommodate due to their size. The Subject Property is situated within the Merged Central Business District and West End Redevelopment Project Area, and consists of one parcel containing a vacant residential quadruplex. The residential structure totals 3,718 square feet, and the site measures 5,998 square feet. The property is owned by Mario&Nerelys Acosta("Sellers"). Assemblage of this parcel,with additional adjoining parcels,could produce a single parcel available for future affordable housing development. Vin/ IP � v to 1 IrIN�v,I vv V The Honorable Chairman and Members of the Agency Board Subject:Acquisition of 630 North Glenfinnan Avenue ' February 17,2009 Page 2 of 2 At the direction of the Agency Board, Peter Meyers, MAI, from Joseph J. Blake& Associates, Inc., appraised the property on February 11, 2009, and determined its fair market value to be $625,000. Agency staff and the property Sellers,have negotiated, subject to Agency Board approval,a purchase price of$630,000(Exhibit"A":Purchase and Sale Agreement). The purchase price includes,without limitation,full payment ofjust compensation and any relocation benefits, leasehold interest,goodwill, furniture, fixtures, and equipment (FFE), attorneys' fees, costs, interest, and damages in complete settlement of all claims (known and unknown), causes of action and demands of Seller against the Buyer because of the Buyer's purchase of the Subject Property,and for any and all claims in complete settlement of all claims(known and unknown)arising from or relating to the purchase and sale of the property. On January 28, 2009,the Azusa Planning Commission found the proposed acquisition to conform to the City of Azusa's General Plan. FISCAL IMPACT The cost for this acquisition is $630,000 excluding escrow costs (title report, etc). An additional $75,000 is needed for hazardous material abatement,demolition and fencing. The Agency requires an appropriation amendment in the amount of$705,000 from the 2008 Housing Bond Issue to proceed with the proposed acquisition. Attachments: Exhibit"A": 2009 REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS, (630 Glenfinnan Avenue), By and between Seller, Mario&Nerelys Acosta,joint tenants,and Buyer, The Redevelopment Agency of the City of Azusa,a public body,corporate and politic Exhibit`B": A Resolution of the Redevelopment Agency of the City of Azusa Approving an Appropriation Amendment for Fiscal Year 2008-09 Pursuant to Section 2450 of the Azusa Municipal Code Exhibit"C": A Resolution Of The Redevelopment Agency Of The City Of Azusa Approving A Purchase And Sale Agreement With Mario&Nerelys Acosta For The Purchase Of 630 Glenfinnan Avenue (APN: 8612-001-060) In Its Entirety Within The Merged Central Business District And West End Redevelopment Project Area 2009 REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (630 Glenfrman) By and between _ Seller, Mario L.&Nerelys Acosta,joint tenants, and Buyer, The Redevelopment Agency of the City of Azusa, a public body,corporate and politic Dated as of March 2,2009,for reference purposes only RVPUBNCHOB756736.5 2009 REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS 2009 REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Agreement") is dated as of March 2, 2009, for reference purposes only, and is entered into by and between the Redevelopment Agency of the City of Azusa, a public body, corporate and politic, exercising governmental functions and powers, and organized and existing pursuant to the Community Redevelopment Law of the State of California, Health and Safety Code Sections 33000, et seq. (the "Agency"), and Mario L. & Nerelys Acosta,an individual ("Seller"). The Agency and Seller enter into this Agreement with reference to the following recited facts(each a"Recital"): RECITALS A. Seller is the owner in fee of certain real property located in the City of Azusa, County of Los Angeles, State of California commonly known as 630 Glenfinnan Avenue,Azusa, CA 91702 (Assessor Parcel Number 8612-001-060), more fully described in Exhibit "A" attached hereto and incorporated herein by reference("Property"). The term"Property" as used herein shall include all of Seller's rights, title and interest in and to any and al] improvements, fixtures,rights-of-way,utility rights,entitlements,claims or other benefits in any way connected with or appurtenant to the Property, including a multi-family residential four-plex building located on said certain real property. B. The Property is located within the Merged Central Business District and West End Redevelopment Project Area and governed by the Merged Central Business District and West End Redevelopment Plan for the Merged Central Business District and West End Project Area ("Redevelopment Plan"). This action for land assembly is in accordance with California Redevelopment Law and is consistent with the redevelopment objectives contained in the Redevelopment Plan. C. Agency desires to purchase the Property from Seller to use it for the purpose of land banking, and Seller desires to sell the Property to Agency for the same purpose. - NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION AND THE PROMISES AND COVENANTS OF THE AGENCY AND SELLER SET FORTH IN THIS AGREEMENT,THE AGENCY AND SELLER AGREE,AS FOLLOWS: ARTICLE 1 DEFINITIONS 1.1 Defined Terms. The following words,terms and phrases are used in this Agreement with the following meanings,unless the particular context of usage of a word,term or phrase requires another interpretation: 1.1.1 "A enc "means the Redevelopment Agency of the City of Azusa,a public body,corporate and politic. RVRUBwce01%r5813e.5 I 1.1.2 "Agency Parties"means,collectively,the Agency,its governing body, elected officials,employees,agents and attorneys. 1.1.3 "Agency Party"means,individually,the Agency,its governing body, elected officials,employees,agents or attorneys. 1.1.4 `Benefits"shall have the meaning ascribed to the term in Section 2.9. 1.1.5 "CEOA'means the California Environmental Quality Act,Public Resources Code Sections 21000,et seq. 1.1.6 "CEOA Document"means any applicable exemption determination,any Negative Declaration(mitigated or otherwise)or any Environmental Impact Report(including any addendum or amendment to,or subsequent or supplemental Environmental Impact Report) required or permitted by the Agency,pursuant to CEQA,to approve this Agreement. 1.1.7 "Ciff"means the City of Azusa,California. 1.1.8 "Claim"means any claim,loss,cost,damage,expense,liability,lien, action,cause of action(whether in tort,contract,under statute,at law,in equity or otherwise), charge,award,assessment,fine or penalty of any kind(including consultant and expert fees and expenses,Legal Costs of counsel retained by the Agency Parties,costs of staff time and investigation costs of whatever kind or nature),and anyjudgment,including any such matter relating to or arising from: (i)injury to any Person(including death at any time resulting from that injury);(ii)loss of,injury or damage to,or destruction of property(including all loss of use resulting from that loss,injury,damage,or destruction)regardless of where located,including the property of the Agency Parties;(iii)any matter described in Section 6.14(Real Estate Commissions);(iv)any Environmental Claim;or(v)enforcement of any indemnity obligation under this Agreement 1.1.9 "Close of Escrow"means completion of each of the actions set forth in Section 3.7 by the Escrow Agent for the conveyance of the Property from Seller to the Agency through the Escrow. 1.1.10 "Coon "means the County of Los Angeles,California. 1.1.11 "Default"means any Monetary Default or Non-Monetary Default. 1.1.12 "Default Interest"means interest at an annual rate equal to the lesser of: (i)five percent(5%)per annum;or(ii)the Usury Limit. 1.1.13 "Due Diligence Completion Notice"means a written Notice of the Agency delivered to both Seller and the Escrow Agent,prior to the end of the Due Diligence Period, stating the Agency's acceptance of the condition of the Property or indicating the Agency's rejection or conditional acceptance of the condition of the Property and refusal to accept a conveyance of the Property,describing in reasonable detail the actions that the Agency. reasonably believes are necessary(if any)to allow the Agency to accept the condition of the _ Property and conveyance of the Property. RVPUBTCHOR758136.5 2 1.1.14 "Due Diligence Investigations"means the Agency's due diligence investigations of the Property to determine the suitability of the Property,including,without limitation,investigations of the environmental and geotechnical conditions of the Property,as deemed appropriate in the reasonable discretion of the Agency,all at the sole cost and expense of the Agency,except as otherwise specifically provided in this Agreement. 1.1.15 "Due Diligence Period"means the sixty(60)calendar day period commencing on the Escrow Opening Date and ending at 5:00 p.m. Pacific Time on the sixtieth (60th)consecutive calendar day thereafter. - 1.1.16 "Effective Date"means the first date on which all of the following have occurred: (i)the Agency has received three(3)counterpart originals of this Agreement executed by the authorized representative(s)of Seller;(ii)the Agency has received a certified copy of the . Seller Official Action executed by the authorized representative(s)of Seller;(iii)this Agreement is approved by the Agency governing body;(iv)this Agreement is executed by the authorized representative(s)of the Agency;and(v)one(1)original of this Agreement executed by the authorized representative(s)of the Agency has been delivered by the Agency to Seller. 1.1.17 "Environmental Claims"means any and all claims,demands,damages, losses,liabilities,obligations,penalties;fines,actions,causes of action,judgments,suits, proceedings,costs,disbursements and expenses,including Legal Costs and fees and costs of environmental consultants and other experts,and all foreseeable and unforeseeable damages or costs of any kind or of any nature whatsoever,directly or indirectly,relating to or arising from any actual or alleged violation of any Environmental Law or any Hazardous Substance Discharge occurring during or arising from Seller's ownership,use or occupancy of the Property or any other actions of or attributable to Seller regarding the Property. 1.1.18 "Environmental Law"means any Law regarding any of the following at, in,under,above,or upon the Property: (i)air,environmental,ground water,or soil conditions; or(ii)clean-up,remediation,control,disposal,generation,storage,release,discharge, transportation,use of,or liability or standards of conduct concerning,Hazardous Substances. 1.1.19 "Escrow"means an escrow,as defined in Civil Code Section 1057 and Financial Code Section 17003(a),that is conducted by the Escrow Agent with respect to the conveyance of the Property from Seller to the Agency,pursuant to this Agreement. 1.1.20 "Escrow Agent"means Lawyers Title Company,in Burbank,California, or such other Person mutually agreed upon in writing by both the Agency and Seller in writing. 1.1.21 "Escrow Agent Consent"means the Escrow Agent's consent to acting as Escrow Agent under this Agreement,in substantially the form of Exhibit"B"attached hereto and incorporated herein by reference. 1.1.22 "Escrow Closing Date"means the earlier of:(i)on or before the fifth(5th) business day following the Escrow Agent's receipt of written confirmation from both the Agency and Seller of the satisfaction or waiver of all conditions precedent to the Close of Escrow or(ii) the fifteenth(15th)day following theendof the Due Diligence Period. RVPUBWCHON58136.5 3 i 1 I 1 1 i 1 1.1.23 "Escrow Opening Date"means the first date on which a fully executed copy of this Agreement is deposited with the Escrow Agent. 1.1.24 "Event of Default"means the occurrence of any one or more of the following: - 1.1.24.1 Monetary Default. A Monetary Default that continues for five (5)days after Notice from the non-defaulting Party,specifying in reasonable detail the amount of money not paid and the nature and calculation of each such payment;or 1.1.24.2 Non-Monetary Default. Any Non-Monetary Default that is not cured within five(5)days after Notice to the Party alleged to be in Default describing the Non- Monetary Default in reasonable detail,or,in the case of a Non-Monetary Default that cannot with reasonable diligence be cured within five(5)days after such Notice,if the Party alleged to be in Default does not do all of the following: (i)within five(5)days after Notice of such Non- Monetary Default,advise the other Party of the intention of the Party alleged to be in Default to take all reasonable steps to cure such Non-Monetary Default;(ii)duly commence such cure within such period,and then diligently prosecute such cure to completion;and(iii)complete such cure within a reasonable time under the circumstances. 1.1.25 "Executive Directof'means the Executive Director of the Agency or his or her designee or successor in function. 1.1.26 "Federal"means the government of the United States of America. 1.1.27 "Final"means,relative to any CEQA Document,when all administrative appeal periods regarding such matter have expired,all administrative appeals or challenges regarding such matter(if any)have been resolved to the Agency's reasonable satisfaction,all statutory periods for challenging such matter have expired,all referendum periods have expired, all referenda regarding such matter(if any)have been resolved to the Agency's reasonable satisfaction,all litigation or other proceedings(if any)challenging any such matter have been resolved to the reasonable satisfaction of the Agency and all appeal periods relating to any such litigation or other proceedings have expired. 1.1.28 "FIRPTA Certificate."means a certification that Seller is not a"foreign person"within the meaning of such term under Section 1445 of the United States Internal Revenue Code,as amended from time to time,and sufficient to exempt the Agency from the obligation to withhold any funds from Seller pursuant to Section 1445 of the United States Internal Revenue Code,as amended from time to time. 1.1.29 "Form 593"means a California Franchise Tax Board Form 593-C or successor form. 1.1.30 "Government"means each and every governmental agency,authority, bureau,department,quasi-governmental body,or other entity or instrumentality having or claiming jurisdiction over the Property(or any activity this Agreement allows),including the United States government,the State and County governments and their subdivisions and municipalities,the City and all other applicable governmental agencies,authorities,and RVPUBIPCHOr,758136.5 4 subdivisions thereof. "Government"shall also include any planning commission,board of standards and appeals,department of buildings,city council,zoning board of appeals,design review board or committee or similar body having or claiming j urisdiction over the Property or any activities on or at the Property. - 1.1.31 "Grant Deed'means a grant deed in substantially the form of Exhibit"C" attached hereto and incorporated herein by reference. 1.1.32 "Hazardous Substance"means flammable substances,explosives, radioactive materials,asbestos,asbestos-containing materials,polychlorinated biphenyls, chemicals known to cause cancer or reproductive toxicity,pollutants,contaminants,hazardous wastes,medical wastes,toxic substances or related materials,explosives,petroleum,petroleum products and any"hazardous"or"toxic"material,substance or waste that is defined by those or similar terms or is regulated as such under any Law,including any material,substance or waste that is: (i)defined as a"hazardous substance"under Section 311 of the Water Pollution Control Act(33 U.S.C. § 1317),as amended;(ii)substances designated as"hazardous substances" pursuant to 33 U.S.C.§ 1321;(iii)defined as a"hazardous waste"under Section 1004 of the Resource Conservation and Recovery Act of 1976,42 U.S.C. §6901,et seq.,as amended;(iv) defined as a"hazardous substance"or"hazardous waste"under Section 101 of the Comprehensive Environmental Response,Compensation and Liability Act of 1980,as amended by the Superfund Reauthorization Act of 1986,42 U.S.C. §9601,et seq.,or any so-called "superfund"or"superlien"law; (v)defined as a"pollutant'or"contaminant'under 42 U.S.C.A. §9601(33);(vi)defined as"hazardous waste"under 40 C.F.R.Part 260;(vii)defined as a "hazardous chemical"under 29 C.F.R.Part 1910;(viii)any matter within the definition of "hazardous substance"set forth in 15 U.S.C. § 1262;(ix)any matter,waste or substance regulated under the Toxic Substances Control Act("TSCA")[15 U.S.C. Sections 2601,et seq.]; (x)any matter,waste or substance regulated under the Hazardous Materials Transportation Act, 49 U.S.C.Sections 1801,et seq.;(xi)those substances listed in the United States Department of Transportation(DOT)Table[49 CFR 172.1011;(xii)any matter,waste or substances designated by the EPA,or any successor authority,as a hazardous substance [40 CFR Part 302];(xiii)any matter,waste or substances defined as"hazardous waste"in Section 25117 of the California - Health and Safety Code;(xiv)any substance defined as a"hazardous substance"in Section 25316 of the California Health and Safety Code;(xv)any matter,waste,or substance that is subject to any other Law regulating,relating to or imposing obligations,liability or standards of conduct concerning protection of human health,plant life,animal life,natural resources,property or the enjoyment of life or property free from the presence in the environment of any solid, liquid,gas,odor or any form of energy from whatever source;or(xvi)other substances, materials,and wastes that are,or become,regulated or classified as hazardous or toxic under Law or in the regulations adopted pursuant to said Law,including manure,asbestos, polychlorinated biphenyl,flammable explosives and radioactive material. 1.1.33 "Hazardous Substance Discharge"means any deposit,discharge, generation,release,or spill of a Hazardous Substance that occurs at on,under,into or from the Property,or during transportation of any Hazardous Substance to or from the Property,or any activities conducted at on,under or from the Property or any adjacent or nearby real property,or resulting from seepage,leakage,or other transmission of Hazardous Substances from other real RWUBTCHOA7581365 5 property to the Property,whether or not caused by a Party or whether occurring before or after the Effective Date. 1.1.34 "Indemni "means,where this Agreement states that any Indemnitor shall "indemnify"any Indemnitee from,against,or for a particular Claim,that the Indemnitor shall indemnify the Indemnitee and defend and hold the Indemnitee harmless from and against such Claim(alleged or otherwise). "Indemnified"shall have the correlative meaning. 1.1.35 "Indemnitee"means any Person entitled to be Indemnified under the terms of this Agreement. 1.1.36 "Indemnitor"means a Person that agrees to Indemnify any other Person under the terms of this Agreement. 1.1.37 "Law"means every law,ordinance,requirement,order,proclamation, directive,rule,and regulation of any Government applicable to the Property,in any way, including any development,use,maintenance,taxation,operation,or occupancy of,or environmental conditions affecting the Property,or relating to any taxes,or otherwise relating to this Agreement or any Party's rights or remedies under this Agreement,or any transfer of any of the foregoing,whether in force on the Effective Date or passed,enacted,modified,amended or imposed at some later time,subject in all cases,however,to any applicable waiver,variance,or exemption. 1.1.38 "Legal Costs"of any Person means all reasonable costs and expenses such Person incurs in any legal proceeding(or other matter for which such Person is entitled to be reimbursed for its Legal Costs),including reasonable attorneys' fees,court costs and expenses and consultant and expert witness fees and expenses. 1.139 "Monetary Default"means any failure by either Party to pay or deposit, when and as this Agreement requires,any amount of money,any bond or surety or evidence of any insurance coverage required to beprovidedunder this Agreement,whether to or with a Party or a third-Person. 1.1.40 "Non-Monetary Default"means the occurrence of any of the following, except to the extent constituting a Monetary Default: (i)any failure of a Party to perform any of its obligations under this Agreement;(ii)a Party's failure to comply with any material restriction or prohibition in this Agreement;or(iii)any other event or circumstance that,with passage of time or giving of Notice,or both,or neither,would constitute a breach of this Agreement. 1.1.41 "Notice"means any consent,demand,designation,election,notice,or request relating to this Agreement,including any Notice of Default. All Notices must be in writing. AVPUBWHOn758136.5 6 - s 1.1.42 "Notice of Default"means any Notice claiming or giving Notice of a Default. 1.1.43 "Noti "means give a Notice. 1.1.44 "Parties"means,collectively,the Agency and Seller. 1.1.45 ")'�"means,individually,either the Agency or Seller,as applicable. 1.1.46 "PCO Report".means a preliminary change of ownership report required under California Revenue and Taxation Code Section 480.3. 1.1.47 "Permitted Exceptions"means(i)any and all items shown in Schedule B of the Preliminary Report,as exceptions to coverage under the proposed Title Policy,that the Agency does not disapprove,conditionally approve,or that are otherwise accepted or consented to by the Agency;(ii)any exceptions from coverage under the proposed Title Policy resulting from the Agency's activities relating to the Property;(iii)any lien for non-delinquent property taxes or assessments;(iv)any Laws applicable to the Property;(v)the Redevelopment Plan; (vi) this Agreement;and(vii)any other matter expressly provided for in this Agreement. 1.1.48 "Person"means any association,corporation,governmental entity or agency,individual,joint venture,joint-stock company,limited liability company,partnership, trust,unincorporated organization,mother entity of any kind. 1.1.49 "Preliminary Report"means a preliminary report issued by the Title Company in contemplation of the issuance of the Title Policy,accompanied by copies of all documents listed in Schedule B of the report,as exceptions to coverage under the proposed Title Policy. 1.1.50 "Property"means that certain real property commonly known as 630 Glenfmnan Avenue,Azusa,CA 91702,more specifically legally described in Exhibit"A" attached to this Agreement,including all appurtenant rights and interests. 1.1.51 "Purchase Price"means the amount of six hundred thirty thousand dollars and no cents($630,000.00). 1.1.52 "Real Estate Taxes"All general and special real estate taxes(including taxes on personal property,sales taxes,use taxes,and the like),possessory interest taxes,taxes payable pursuant to California Health and Safety Code Section 33673,special taxes imposed pursuant to the Mello-Roos Community Facilities District Act,assessments,assessment district charges or taxes,municipal water and sewer rents,rates and charges,excises,levies,license and permit fees,fines,penalties and other Governmental charges and any interest or costs with respect thereto, general and special,ordinary and extraordinary,foreseen and unforeseen,of any kind and nature whatsoever that may be assessed,levied,imposed upon,or become due and payable out of or in respect of,or charged with respect to or become a lien on,the Property,or any vault,passageway or space in,over or under any street,or any other appurtenances of the Property,or any personal property or facility used in the operation of the Property,or the rent or income received from the Property,or i any use or occupancy of the Property. RWUIITCHOh758I36.5 7 I { 1.1.53 "Record,""recorded,""recording"or"recordation"each mean recordation of the referenced document in the official records of the County. 1.1.54 "Redevelopment Plan"means the Merged Central Business District and - West End Redevelopment Plan for the City of Azusa, California,as amended from time to time. 1.1.55 "Seller"means Mario L.Acosta an individual,or his assignees. 1.1.56 "Seller Parties"means,collectively,the directors,officers,employees and agents of Seller. 1.1.57 "Seller Party"means,individually,the directors,officers,employees or agents of Seller. 1.1.58 "State"means the State of California. 1.1.59 "Tenant"or'Tenants',means any and all persons or entities who legally resided or had rights to possession of the property as of the date the Agency and Seller commenced negotiations for the sale of the Property,including but not limited to: Tenant Name: ,currently leasing Unit A, Who's tenancy began: Tenant Name: currently leasing Unit B, Who's tenancy began: Tenant Name: ,currently leasing Unit C, Who's tenancy began: Tenant Name: ,currently leasing Unit D, Who's tenancy began: 1.1.60 "Title Company"means Lawyers Title,in Burbank,California or such other title insurance company mutually agreed upon between both the Agency and Seller in writing. 1.1.61 "Title Notice"means a written Notice from the Agency to both Seller and the Escrow Agent indicating the Agency's acceptance of the state of the title to the Property,as. described in the Preliminary Report and the Survey,or the Agency's disapproval or conditional approval of specific matters shown in: (i) Schedule B of the Preliminary Report,as exceptions to coverage under the proposed Title Policy,or(ii)in the Survey,describing in suitable detail the RVPUBTCHON581 36.5 8 actions that the Agency reasonably believes are necessary to obtain the Agency's approval of the state of the title to the Property. 1.1.62 "Title Notic6 Response"means the written response of Seller to the Agency's Title Notice,in which Seller elects to either: (i)cause the removal from the Preliminary Report or the Survey of any matter disapproved in the Agency's Title Notice,(ii) obtain title or other insurance in a form reasonably satisfactory to the Agency insuring against the effects of any matters disapproved or conditionally approved in the Agency's Title Notice, (iii)otherwise satisfy the Agency regarding any matter disapproved or conditionally approved in the Agency's Title Notice,or(iv)not take any action described in either(i),(ii)or(iii). 1.1.63 "Title Notice Waiver"means a written Notice from the Agency to both Seller and the Escrow Agent waiving the Agency's previous disapproval or conditional approval in the Agency's Title Notice of specific matters shown in: (i)Schedule B of the Preliminary Report,as exceptions to coverage under the proposed Title Policy,or(ii)the Survey,that Seller has not agreed to address to the Agency's reasonable satisfaction in the Title Notice Response. 1.1.64 "Title Policy"means an extended coverage owner's policy of title insurance issued by the Title Company,with coverage in the amount of the Purchase Price and insuring title to the Property vested in the Agency,subject to only the Permitted Exceptions. 1.1.65 "Unavoidable Delay"means a delay in either Party performing any obligation under this Agreement,except payment of money,arising from or on account of any cause whatsoever beyond the Party's reasonable control,despite such Party's reasonable diligent efforts,including industry-wide strikes,labor troubles or other union activities(but only to the extent such actions do not result from an act or omission of the Party),casualty,war,acts of terrorism,riots,litigation,Government action or refusal to act when or as required by Law or inability to obtain materials. Unavoidable Delay shall not include delay caused by a Party's financial condition,illiquidity,or insolvency. 1.1.66 "Usury Limit"means the highest rate of interest,if any,that Law allows under the circumstances. ARTICLE 2 CONVEYANCE OF PROPERTY 2.1 Escrow. Seller shall sell and convey fee title to the Property to the Agency and the Agency shall purchase and acquire fee title to the Property from Seller,pursuant to the terms and conditions of this Agreement. For the purposes of exchanging funds and documents to effect such purchase and sale of the Property between them, the Agency and Seller agree to open the Escrow with the Escrow Agent. The provisions of ARTICLE 3 of this Agreement are the joint escrow instructions of the Parties to the Escrow Agent for conducting the Escrow. If requested by the Escrow Agent, Seller and the Agency shall execute the Escrow Agent's reasonable standard or general escrow instructions. Any provision in the Escrow Agent's standard or general escrow instructions that purports to exculpate the Escrow Agent from or require Seller or the Agency to indemnify the Escrow Agent against the Escrow Agent's negligence or willful RWUa1PCHON58136.5 9 f { I i I { I misconduct shall be deemed"unreasonable"and shall not be included in any standard or general escrow instructions requested by the Escrow Agent In the event of any conflict between the provisions of this Agreement and any standard or general escrow instructions requested by the Escrow Agent,the provisions of this Agreement shall be controlling. 2.2 Seller's Disclosure Documents. Seller shall complete an A.I.R.Property Information Sheet and Seller's Mandatory Disclosure Report,as required by California Law. Said documents shall be delivered to the Agency within the first seven(7)business days of Agency's Due Diligence Period. 2.3 Agency Deposit. Within six(6)business days after the Escrow Opening Date, Agency shall deposit thirty-five thousand dollars and no cents($35,000.00)into Escrow which shall be applicable to the Purchase Price but refundable to the Agency at any time prior to the expiration of the Due Diligence Period. After the expiration of the Due Diligence Period,the foregoing deposit shall be non-refundable to the Agency,except in the event of a Default by Seller. Escrow shall deposit Agency's funds into an FDIC insured interest bearing account for the Agency's benefit. 2.4 Payment of Purchase Price. The Agency shall deposit the Purchase Price into Escrow in immediately available funds on or prior to the Escrow Closing Date. 2.5 Title Approval. 2.5.1 Title Notice. Within seven(7)business days after the Escrow Opening Date,Escrow Agent shall obtain the Preliminary Report from the Title Company,and deliver a copy of the Preliminary Report to the Agency. Within seven(7)days following the Agency's receipt of the Preliminary Report,the Agency shall deliver the Title Notice to both Seller and the Escrow Agent. 2.5.2 Failure to Deliver Title Notice. If the Agency fails to deliver the Title Notice to Seller and the Escrow Agent,within ten(10)days following the Agency's receipt of the Preliminary Report,the Agency will be deemed to disapprove the status of title to the Property and refuse to accept conveyance of the Property and both the Agency and Seller shall have the right to cancel the Escrow and terminate this Agreement,in their respective sole and absolute discretion,until such time(if ever)as the Agency sends the Title Notice. 2.5.3 Title Notice Response. Within five(5)days following the earlier of. (i) Seller's receipt of the Title Notice or(ii)expiration of the time period provided in this Section 2.5 for delivery of the Title Notice,Seller shall deliver the Title Notice Response to both the Agency and the Escrow Agent. If the Title Notice does not disapprove or conditionally approve any matter in the Preliminary Report or the Agency fails to deliver the Title Notice,Seller shall not be required to deliver the Title Notice Response. If Seller does not deliver the Title Notice Response,if necessary,within five(5)days following its receipt of the Title Notice, Seller shall be deemed to elect not to take any action in reference to the Title Notice. If Seller elects in the Title Notice Response to take any action in reference to the Title Notice,Seller shall complete such action,prior to the Escrow Closing Date or as otherwise specified in the Title Notice Response. _ RVPt191PCHOn758136.5 10 2.5.4 Title Notice Waiver. If Seller elects or is deemed to have elected not to address one or more matters set forth in the Title Notice to the Agency's reasonable satisfaction, then within five(5)days after the Agency's receipt of the Seller's Title Notice response or the last date for the Seller to deliver its Title Notice Response,the Agency shall either: (i)refuse to accept the title to and conveyance of the Property,or(ii)waive its disapproval or conditional approval of all such matters set forth in the Title Notice by delivering the Title Notice Waiver to both Seller and the Escrow Agent. Failure by the Agency to timely deliver the Title Notice Waiver,where the Title Notice Response or Seller's failure to deliver the Title Notice Response result in Seller's election not to address one or more matters set forth in the Title Notice to the Agency's reasonable satisfaction,will be deemed the Agency's continued refusal to accept the title to and conveyance of the Property,in which case both the Agency and Seller shall have the right to cancel the Escrow and terminate this Agreement,in their respective sole and absolute discretion,until such time(if ever)as the Agency sends the Title Notice Waiver. 2.5.5 Disapproval of Encumbrances Securing Seller Obligations. Notwithstanding any other provision of this Agreement,the Agency disapproves any and all encumbrances against the Property securing monetary or performance obligations of Seller. All such encumbrances shall be removed from the Property prior to the Close of Escrow by Seller,at its sole cost and expense. - 2.5.6 No Termination Liability. Any termination of this Agreement and cancellation of the Escrow pursuant to this Section 2.5 shall be without liability to the other Party - or any other Person,and shall be accomplished by delivery of a written Notice of termination to both the other Party and the Escrow Agent,in which case the Parties and the Escrow Agent shall proceed pursuant to Section 3.14. , 2.6 Due Diligence Investigations. 2.6.1 License to Enter. Seller licenses the Agency and its contractors to enter the Property for the purpose of undertaking the Due Diligence Investigations as the Agency deems necessary and appropriate. The Agency may sub-license to its agents,contractors,or their sub-contractors to enter the Property for the purpose of conducting Due Diligence Investigations under the license given in this Section 2.6.1,subject to all of the provisions of this Section 2.6.1 applicable to the Agency. The license given in this Section 2.6.1 shall only be effective until the earlier of:(i)the end of the Due Diligence Period or(ii)the date of the Agency's delivery of its Due Diligence Completion Notice. The Agency shall conduct all Due Diligence Investigations during the Due Diligence Period and at its sole cost and expense. The Agency shall abide by any reasonable condition(s)of entry onto the Property required by Seller,whether or not set forth in this Agreement. Any Due Diligence Investigations by the Agency shall not unreasonably disrupt any then existing use or occupancy of the Property. Agency agrees to notify Seller prior to entering the Property to conduct Due Diligence Investigations,but in no event will Agency make contact with any tenants of the Property and/or disclose the pending transaction with such tenants. 2.6.2 Limitations. The Agency shall not conduct any intrusive or destructive testing of any portion of the Property,other than low volume soil samples,without Seller's prior written consent. Following the conduct of any Due Diligence Investigations on the Property,the RVPUBTCHOr758136.5 ]1 1 { Agency shall restore the Property to substantially its condition prior to the conduct of such Due Diligence Investigations. 2.6.3 Indemnity. The activities of the Agency directly or indirectly related to the Due Diligence Investigations shall be subject to the Agency's indemnity obligations under Section 5.3 of this Agreement. - 2.6.4 Due Diligence Completion Notice. The Agency shall deliver a Due Diligence Completion Notice to both Seller and the Escrow Agent,prior to the end of the Due Diligence Period. If the Agency does not accept the condition of the Property by delivery of its Due Diligence Completion Notice stating such acceptance,prior to the end of the Due Diligence Period,the Agency shall be deemed to have rejected the condition of the Property and refused to accept conveyance of the Property. If the condition of the Property is rejected or deemed rejected by the Agency,then either the Agency or Seller shall have the right to cancel the Escrow and terminate this Agreement,in their respective sole and absolute discretion,until such time(if ever)as the Agency delivers the Due Diligence Completion Notice stating the Agency's acceptance of the condition of the Property. Any termination of this Agreement and cancellation of the Escrow,pursuant to this Section 2.6.4,shall be without liability to the other Party or any other Person,and shall be accomplished by delivery of a written Notice of termination to the other Party and the Escrow Agent,in which case the Parties and the Escrow Agent shall proceed pursuant to Section 3.14. Notwithstanding any other provision of this Agreement,the Agency may reject the condition of the Property at any time during the Due Diligence Period for any reason or no reason,in the Agency's sole and absolute discretion. 2.6.5 As-Is Purchase. The Agency acknowledges that it has or will make such independent factual,physical and legal examinations,inquiries,inspections,investigations,tests and studies as it deems necessary or desirable with respect to the Property and the transactions contemplated by this Agreement,and that it is purchasing the Property on an"AS-IS,WHERE IS,WITH ALL FAULTS BASIS"and is relying upon its own independent factual,physical and legal examinations,inquiries,inspections,investigations,tests and studies and the materials and information prepared by the Agency or by third parties at the Agency's request in electing to purchase the Property. 2.7 Eminent Domain. If any portion of the Property or any interest in any portion of the Property,becomes the subject of any eminent domain proceeding prior to Close of Escrow other than such a proceeding by the Agency,including,without limitation,the filing of any notice of intended condemnation or proceedings in the nature of eminent domain,commenced by any governmental authority,other than the Agency,Seller shall immediately give the Agency Notice of such occurrence,and the Agency shall have the option,exercisable within ten(10) business days after receipt of such Notice from Seller,to either: (i)cancel the Escrow and terminate this Agreement or(ii)continue with this Agreement in accordance with its terms,in which event Seller shall assign to the Agency any right of Seller to receive any condemnation award attributable to the Property. RVPUBN HOR758136.5 12 2.8 Seller Covenants Regarding Maintenance of the Property. - 3 2.8.1 Covenants. Seller covenants and agrees with the Agency that between the Effective Date and the Escrow Closing Date: 2.8.1.1 No Changes to Agreements. Seller shall not modify or amend any lease or any service contract respecting the Property,or enter into any new lease or contract respecting the Property,without the Agency's prior written approval. Seller may pursue the lawful termination of any lease provided the tenant is in material breach thereof; 2.8.1.2 Normal Maintenance. Seller shall maintain the Property in accordance with the same standards Seller has customarily observed in its ownership and management of the Property,but if damages to the Property are incurred Seller shall not be held liable; 2.8.1.3 . Maintenance oflnsurance. Seller shall maintain in force all insurance policies currently maintained by Seller with respect to the Property; 2.8.1.4 No Title Exceptions. Seller shall not cause,permit,allow or suffer any additional exception to the title to the Property; 2.8.1.5 Condition of Property. Seller shall deliver Property at the Close of Escrow in its current as-is condition. 2.8.2 No Merger. Seller's covenants in this Section 2.8 shall not be merged with the Grant Deed,shall survive the Close of Escrow for the full statutory period,and shall automatically be deemed made for the benefit of,and enforceable by the Agency and its successors and assigns. 2.9 Seller and Tenant Waiver of Relocation Benefits and Owner Participation Rights. o 2.9.1 Representations and Warranties:Waivers and Releases. 2.9.1.1 Seller acknowledges that,pursuant to applicable provisions of State law,Seller and Tenants may be,entitled to relocation assistance,the payment of certain relocation expenses,payments for loss of goodwill,just compensation,inverse condemnation, unlawful pre-condemnation conduct and other benefits and reimbursements relating to the Agency's acquisition of the Property(collectively,the`Benefits")that are not expressly or independently set forth in this Agreement. Seller,on behalf of itself,its administrators, successors and assigns,acknowledges and agrees that the Agency's performance under this Agreement and payment of the Purchase Price constitutes full and complete satisfaction of the Agency's obligations,if any,to provide the Benefits to Seller or Tenant and that Seller shall compensate Tenant for any Benefits Tenant may be entitled to pursuant to State law. 2.9.1.2 Seller represents and warrants to the Agency that no portion of the Property has been used or occupied by any Person other than Seller and its Tenants for more than one hundred eighty(180)days prior to the Effective Date. Seller hereby waives,to the { RVPUBTCH0R758136 5 13 l i I { { i maximum extent permitted by Law,any right or entitlement to relocation assistance or Benefits from the Agency as a result of the transactions contemplated by this Agreement. With respect to relocation assistance or Benefits,Seller acknowledges that it may have sustained damage,loss,costs or expenses that are presently unknown and unsuspected,and such damage, loss,costs or expenses that may have been sustained,may give rise to additional damage,loss, costs or expenses in the future. Nevertheless,Seller hereby acknowledges and agrees that this Agreement has been negotiated and agreed upon in reliance on the waivers and releases contained in this Section 2.9 by Seller,including the Purchase Price and all other terms and conditions. Seller acknowledges that the waivers given in this Section 2.9 are made by Seller after being fully informed of its rights by legal counsel of its own selection and are made knowingly and intentionally. With reference to the representations and warranties made and the waivers given in this Section 2.9, Seller,to the maximum extent permitted by Law,hereby waive the application of and any rights it might have under California Civil Code Section 1542 or under any statute or common law or equitable principal or similar effect. California Civil Code Section 1542 reads as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor. 2.9.2 Indemnification. Seller agrees to Indemnify the Agency against any claims for any Benefits relating to or arising from the transactions contemplated in this Agreement. 2.9.3 Initials. The representations,warranties,acknowledgments,waivers and releases contained in this Section 2.9 shall survive the Close of Escrow. Initials of Authorized ' Seller Representative(s) 2.9.4 Owner Participation Rights. Seller acknowledges that the Property is located within the Agency's Merged Central Business District and West End Project Area. Seller also acknowledges that pursuant to CRL Sections 33339,33345 and 33380,each redevelopment plan must provide for the opportunity for participation of owners in the redevelopment of the property if the owners agree to participate in conformity with the terms of the redevelopment plan ("Owner Participation Rights"). The Redevelopment Plan contains Rules Governing - Participation and Reentry.Preferences for Property Owners,Operators of Businesses,and Business Tenants for the Merged Central Business District and West End Project Area(`Owner Participation Rights'). Seller hereby waives any Owner Participation Rights pursuant to the Redevelopment Plan and CRL to participate in the redevelopment of the Property. In lieu of exercising said Owner Participation Rights and participating in the redevelopment of the Property,Seller desires to sell to Agency the Property pursuant to the terms and conditions of this Agreement. RWUBIPCHOB758136.5 14 2.10 Seller Representations and Warranties. 2.10.1 Litigation. There is no pending or threatened private or governmental litigation by any governmental authority or person against Seller relating to the Property that might,if it and all other pending and threatened litigation were adversely determined,result in a material adverse change in the Property or its operation or that challenges the validity of or otherwise materially adversely affects the transactions contemplated by this Agreement. 2.10.2 Other Proceedings.No attachments,execution proceedings,assignments for the benefit of creditors,insolvency,bankruptcy,reorganization,or other proceedings are pending or threatened against Seller or Seller's interest in the Property,nor are any such proceedings contemplated by Seller. 2.10.3 Governmental Action. Seller has no knowledge of,nor has Seller received written notice of,any plan,study,or effort by any Person that in any way would materially affect the use of the Property or any portion of it for its current use or of any intended public improvements that would result in any charge being levied against,or any lien assessed on,the Property. 2.10.4 Condemnation. Seller has received no notice of any presently pending or contemplated special assessments or proceedings to condemn or demolish the Property or any part of it or any proceedings to declare the Property or any part of it a nuisance. 2.10.5 Development Rights.Neither Seller nor any previous owner of the Property has,except by operation of law,sold,transferred,conveyed,or entered into any agreement regarding"air rights," "excess floor area ratio,"or other development rights or restrictions relating to the Property,except as otherwise expressly set forth in the Preliminary Report. 2.10.6 Title to the Property. Seller has good and marketable title to the Property. Seller has no actual knowledge of any unrecorded or undisclosed legal or equitable interest in the Property owned or claimed by anyone other than Seller,or its tenants with Leases.Seller has no knowledge that anyone will,at the Close of Escrow,have any right to possession of the Property, except its tenants with Leases,and except as disclosed by this Agreement or otherwise in writing to the Agency.There are no unsatisfied mechanics'or materialmen's lien rights on the Property. No assessment lien or bond encumbers the Property,and no governmental authority has undertaken any action that could give rise to an assessment lien affecting the Property. 2.10.7 No Hazardous Substances.There are no environmental,health or safety hazards on,under,or about(including any area surrounding the Property)the Property,including but not limited to soil and groundwater conditions.Neither Seller nor any third-Person(including but not limited to Seller's predecessors in title to the Property)has used or installed any underground tank,or used,generated,manufactured,treated,stored,placed,deposited,or disposed of on,under,or about the Property or transported to or from the Property any Hazardous Substance. 2.10.8 No Notice of Violation of Environmental Laws. The Property is not in violation of any Environmental Law. Seller has not received any Notice from any Government RyeuRwCHon758136.5 15 i that the Property or any adjoining property contains or may contain any Hazardous Substance in violation of any Environmental Law or that Seller has stored,used or maintained any Hazardous Substance or suffered,permitted,allowed or acquiesced in any storage,use or maintenance of any Hazardous Substance on,in or under the Property in violation of any Environmental Law. 2.10.9 Compliance with Relocation Oblieations. Seller hereby warrants and represents that prior to the completion of the Due Diligence Period Seller has or will have taken all necessary steps to comply with all applicable laws regarding the relocation and displacement of Tenants. 2.10.10No Other Representations or Warranties. Other than the express representations and warranties contained in this Agreement,Seller makes no warranty or representation,express or implied to the Agency regarding the Property. ARTICLE JOINT ESCROW INSTRUCTIONS 3.1 Opening of Escrow. The Agency and Seller shall cause the Escrow to be opened within two(2)days following the Effective Date. The Escrow Agent shall promptly confirm the Escrow Opening Date in writing to each of the Parties,with a copy of the Escrow Agent Consent executed by the authorized representative(s)of the Escrow Agent. The provisions of this ARTICLE 3 are thejoint escrow instructions of the Agency and Seller to the Escrow Agent for conducting the Escrow. 3.2 Escrow Agent Authority. The Agency and Seller authorize the Escrow Agent to: 3.2.1 Charges. Pay and charge the Agency and Seller for their respective shares of the applicable fees,taxes,charges and costs payable by either the Agency or Seller regarding the Escrow; . 3.2.2 Settlement/Closing Statements. Release each Party's Escrow settlement/closing statement to the other Party;and 3.2.3 Document Recording. File any documents delivered for recording through the Escrow with the office of the Recorder of the County for recordation in the official records of the County,pursuant to the joint instructions of the Parties. 3.2.4 Counterpart Documents. Utilize documents that have been signed by the Agency and Seller in counterparts. 3.3 Agency's Conditions to Close of Escrow. Provided that the failure of any such condition to be satisfied is not due to a Default under this Agreement by the Agency,the Agency's obligation to purchase and acquire fee title to the Property from Seller pursuant to this Agreement on the Escrow Closing Date shall be subject to the satisfaction or waiver of each of the following conditions precedent,each of which can only be waived in writing by the Agency: RWUatPCHOa758136.5 16 - 3.3.1 Title. The Agency agrees to accept conveyance of the Property,pursuant to Section 2.5; 3.3.2 Due Diligence. The Agency delivers its Due Diligence Completion Notice to both Seller and the Escrow Agent stating the Agency's acceptance of the condition of the Property; 3.3.3 Title Policy. !The Title Company is,upon payment of the Title Company's standard premium for an insurance policy such as the Title Policy,irrevocably and unconditionally committed to issue the Title Policy to the Agency,at the Close of Escrow; 3.3.4 CEOA Documents. Final adoption,approval or certification of the CEQA Documents; 3.3.5 Consistency Finding. The Planning Commission of the City has determined that the acquisition of fee title to the Property by the Agency pursuant to this Agreement is consistent with the City's General Plan,in accordance with Government Code Section 65402; 1 3.3.6 Real Estate Tares. All Real Estate Taxes are paid current by Seller; 3.3.7 Seller Escrow Deposits. Seller deposits all of the items into the Escrow required by Section 3.6; '• 3.3.8 Settlement/Closing Statement. The Agency approves the Escrow Agent's estimated Escrow closing/settlement statement;and 3.3.9 Seller Pre-Closing Obligations. Seller performs all of its material obligations required to be performed by Seller under this Agreement prior to the Close of Escrow. i 3.4 Seller's Conditions to Close of Escrow. Provided that the failure of any such condition to be satisfied is not due to a Default under this Agreement by Seller,Seller's obligation to sell and convey fee title to the Property to the Agency pursuant to this Agreement on or before the Escrow Closing Date shall be subject to the satisfaction or waiver of each of the following conditions precedent,each of which can only be waived in writing by Seller: 3.4.1 Title. The Agency agrees to accept the conveyance of the Property, pursuant to Section 2.5; 3.4.2 Due Diligence, The Agency delivers its Due Diligence Completion Notice to both Seller and the Escrow,Agent stating the Agency's acceptance of the condition of the Property; 3 I 3.4.3 Title Policy. The Title Company is,upon payment of the Title Company's standard premium for an insurance policy such as the Title Policy;irrevocably and unconditionally committed to issue the Title Policy to the Agency,at the Close of Escrow; 1 f RVPUBNCHOA758136.5 17 9 1 1 1 i 1 3.4.4 CEOA Documents. Final adoption,approval or certification of the CEQA Documents; 3.4.5 Agency Escrow Deposits. The Agency deposits all of the items into the Escrow required by Section 3.5; 3.4.6 Settlement/Closing Statement. Seller approves the Escrow Agent's estimated Escrow closing/settlement statement;and 3.4.7 Agency Pre-Closing Obligations. The Agency performs all of its material obligations required to be performed by the Agency under this Agreement prior to the Close of Escrow. 3.5 Agency's Escrow Deposits. At least one(1)business day prior to the Escrow Closing Date scheduled by the Escrow Agent in a writing delivered to both of the Parties,the Agency shall deposit the following described funds and documents into the Escrow and, concurrently,provide a copy of each such document to Seller. 3.5.1 Purchase Price. The Purchase Price; 3.5.2 Certificate of Accentance. A certificate of acceptance of the Grant Deed, in substantially the form attached to the Grant Deed,executed by the authorized representative(s) of the Agency in recordable form; 3.5.3 PCO Report. A PCO Report completed and signed by the authorized representative(s)of the Agency; 3.5.4 Business License Fee Credit. Up to one dollar and no cents($1.00) credited to the Seller for the cost of business license fees paid by the Seller to the City. 3.5.5 Other Funds and Documents. Such other funds or documents required from the Agency under the terms of this Agreement to close the Escrow or by the Escrow Agent in the performance of the Escrow Agent's contractual or statutory obligations relating to the Escrow. 3.6 Seller's Escrow Deposits. At least one(1)business day prior to the Escrow Closing Date scheduled by the Escrow Agent in a writing delivered to both of the Parties,Seller shall deposit the following described funds and documents into the Escrow and,concurrently, provide a copy of each such document to the Agency: 3.6.1 Grant Deed. The Grant Deed executed by the authorized representative(s) of Seller,in recordable form; 3.6.2 FIRPTA Certificate. The FIRPTA Certificate completed and signed by the authorized representative(s)of Seller; 3.63 Form 593. A Form 593 completed and signed by the authorized representative(s)of Seller; - RVPUBTCnOr058136.5 1$ 1 i 3.6.4 Other Funds and Documents. Such other funds or documents required from Seller under the terms of this Agreement to close the Escrow or by the Escrow Agent in the performance of the Escrow Agent's contractual or statutory obligations regarding the Escrow. 3.7 Closing Procedure. -When each of the Agency's Escrow deposits,as set forth in Section 3.5,and each of Seller's Escrow deposits,as set forth in Section 3.6,are deposited into the Escrow,the Escrow Agent shall request confirmation in writing from both the Agency and Seller that each of their respective conditions to the Close of Escrow,as set forth in Sections 3.3 . and 3.4,respectively,are satisfied or waived. Upon the Escrow Agent's receipt of written confirmation from both the Agency and Seller that each of their respective conditions to the Close of Escrow are either satisfied or waived,the Escrow Agent shall schedule the Escrow Closing Date by written Notice to both Parties and,thereafter,shall close the Escrow on or before the Escrow Closing Date by doing all of the following: 3.7.1 Recordation and Distribution of Recorded Documents. The Escrow Agent shall file the following documents with the office of the Recorder of the County for recording in the official records of the County,in the following order,at the Close of Escrow: (i)the Grant Deed,with the Agency's original certificate of acceptance attached,and(ii)any other documents to be recorded through the Escrow upon the joint instructions of the Parties. The Escrow Agent shall deliver conformed copies of all.documents filed for recording in the official records of the County through the Escrow to the Agency,Seller and any other Person designated in the written - - joint escrow instructions of the Parties to receive an original or conformed copy of each such document. Each copy of a document filed for recording shall show all recording information. The Parties intend and agree that this Section 3.7.1 shall establish the relative priorities of the documents to be recorded in the official records of the County through the Escrow,by providing for recordation of senior interests prior in time to junior interests,as provided in this Section 3.7.1; 3.7.2 Distribution of Other Documents. The Escrow Agent shall deliver copies of all documents delivered through the Escrow to the Agency,Seller and any other Person designated in the written joint escrow instructions of the Parties to receive an original or copy of each such document; 3.7.3 Title Policy. Obtain and deliver the Title Policy to the Agency; 3.7.4 Funds. Deliver the Purchase Price to Seller,less any amount required to be withheld and paid to the State Franchise Tax Board pursuant to Revenue and Taxation Code Section 18662(see Section 3.9),any'amount required to be paid to satisfy any encumbrances against the Property securing monetary obligations of Seller and any other charges to the account of Seller pursuant to the terms of this Agreement,and return all remaining funds held by the Escrow Agent for the account of the Agency to the Agency,less the Agency's share of the Escrow closing costs,and less any other charges to the account of the Agency pursuant to the terms of this Agreement; I i 3.7.5 FIRPTA Certificate. File the FIRPTA Certificate with the United States Internal Revenue Service; i I RWLTBTCH011758136.5 I 19 1 I Ii I I 1 3.7.6 Form 593. File the Form 593 with the State of California Franchise Tax Board;and 3.7.7 PCO Renort. File the PCO Report with the County Assessor. 3.7.8 Report to IRS. Following the Close of Escrow and prior to the last date on which such report is required to be filed with the United States Internal Revenue Service,if such report is required pursuant to Section 6045(e)of the United States Internal Revenue Code,the Escrow Agent shall report the gross proceeds of the sale of the Property pursuant to this Agreement to the United States Internal Revenue Service on Form 1099-B,Form W-9 or such other form(s)as may be specified by the United States Internal Revenue Service pursuant to Section 6045(e)or its associated Federal regulations. Upon the filing of such reporting form with the United States Internal Revenue Service,the Escrow Agent shall deliver a copy of the filed form to,both the Agency and Seller. 3.8 Close of Escrow. The Close of Escrow shall occur on or before the Escrow Closing Date. The Parties may mutually agree to change the Escrow Closing Date by joint written instruction to the Escrow Agent. If for any reason the Close of Escrow has not occurred on or before the Escrow Closing Date,then any Party not then in Default under this Agreement may cancel the Escrow and terminate this Agreement,without liability to the other Party.or any other Person for such cancellation and termination,by delivering written Notice of termination to both the other Party and the Escrow Agent. Following any such Notice of termination of this Agreement and cancellation of the Escrow,the Parties and the Escrow Agent shall proceed pursuant to Section 3.14. Without limiting the right of either Party to cancel the Escrow and terminate this Agreement,pursuant to the first sentence of this Section 3.8,if the Escrow does not close on or before the Escrow Closing Date and neither Party has exercised its contractual right to cancel the Escrow and terminate this Agreement under this Section 3.8 before the first date on which the Escrow Agent Notifies.both Parties that the Escrow is in a position to close, then the Escrow shall close as soon as reasonably possible following the first date on which the Escrow Agent Notifies both Parties that the Escrow is in a position to close,pursuant to the terms and conditions of this Agreement. 3.9 Withholding Requirements. The Parties acknowledge that California Revenue and Taxation Code Section 18662 requires the Agency to withhold from funds otherwise payable to Seller at the Close of Escrow an amount equal to three and one-third percent(3 1/3%)of the total Purchase Price for the Property and submit such amountto the California Franchise Tax P Board,unless the Agency is relieved of such withholding requirements in accordance with the provisions of California Revenue and Taxation Code Section 18662. 3.10 Taxes and Prorations. All Real Estate Taxes shall have been paid by Seller and be current as of the Close of Escrow and there shall be no pro-ration of Real Estate Taxes between the Parties through or outside of the Escrow. Seller shall be entitled to and solely responsible for obtaining all refunds,if any,that may be due for Real Estate Taxes paid by Seller applicable to any period after Close of Escrow. Seller shall be responsible for all Real Estate Taxes and all supplemental Real Estate Taxes,if any,assessed pursuant to California Revenue and Taxation Code Section 75,et seg.,applicable to any period on or before the Close of Escrow,and Agency's obligation to pay such Real Estate Taxes shall survive the Close of RVPUBNCHOn758I36.5 20 i Escrow. Agency shall be responsible for all Real Estate Taxes,if any,and all supplemental Real Estate Taxes,if any,applicable to any period prior to the Close of Escrow. 3.11 Possession;Risk of Loss. The Agency shall be entitled to sole possession of the Property immediately upon Close of-Escrow. All risk of loss or damage to the Property will pass from Seller to the Agency at the Close of Escrow. In the event that material loss or damage occurs to the Property prior to the Close of Escrow,the Agency may terminate this Agreement and cancel the Escrow by written Notice of Termination. . a 3.12 Escrow Closing Costs,Taxes and Title Policy Premium. The Agency and Seller shall each pay one-half(1/2)of the Escrow fees and such other costs as the Escrow Agent may charge for conducting the Escrow. Seller shall pay the premium charged by the Title Company for the Title Policy,including any endorsements or other supplements to the coverage of the Title Policy that may be requested by the Agency. The Agency shall pay any and all recording fees,any documentary transfer tax,taxes levied by any Government arising from or relating to the sale of the Property pursuant to this Agreement and through the Escrow(exclusive of any income taxes and any property taxes to be paid by Seller pursuant to Section 3.10)the cost of any endorsements or supplements to the coverage of the Title Policy requested by the Agency. The Escrow Agent shall notify the Agency and Seller of the costs to be home by each of them at the Close of Escrow by delivering the Escrow Agent's estimated Escrow closing/settlement statement to both the Agency and Seller,at least two(2)business days prior to the Escrow Closing Date. i 3.13 Escrow CancellationlCharges. If the Escrow fails to close due to an Event of Default attributable to the Agency,the Agency shall pay all customary and reasonable cancellation charges regarding cancellation of the Escrow and the Title Policy order,if any. If the Escrow fails to close due to an Event of Default attributable to Seller,Seller shall pay all customary and reasonable cancellation charges regarding cancellation of the Escrow and the Title Policy order,if any. If the Escrow fails to close for any reason other than an Event of Default attributable to either the Agency or Seller,the Agency and Seller shall each pay one-half (1/2)of all customary and reasonable,cancellation charges regarding cancellation of the Escrow and the Title Policy order,if any. i 3.14 Escrow Cancellation; If the Escrow is cancelled and this Agreement is terminated pursuant to a contractual right granted to a Party in this Agreement to cancel the Escrow and terminate this Agreement,the Parties shall pay any associated cancellation charges in accordance with Section 3.13 and do each of the following: 3.14.1 Cancellation Instructions. The Parties shall,within five(5)business days following receipt of the Escrow Agent's written request,execute any reasonable Escrow cancellation instructions requested byt the Escrow Agent;and 3.14.2 Return of Funds and Documents. Within five(5)days following receipt by the Parties of a settlement statement from the Escrow Agent of cancellation charges regarding cancellation of the Escrow and the Title Policy order,if any: (i)Seller or the Escrow Agent, respectively,shall return to the Agency any documents previously delivered by the Agency to Seller or the Escrow Agent regarding this Agreement,the Property or the Escrow,(ii)the 1 RVPUBI HOf\758136.5 21 I ! IJ! I !I 1 1 1� Agency or the Escrow Agent,respectively,shall return to Seller all documents previously delivered by Seller to the Agency or the Escrow Agent regarding this Agreement,the Property or the Escrow;(iii)the Escrow Agent shall return to the Agency any funds deposited into the Escrow by the Agency,less the Agency's share of any customary and reasonable cancellation charges regarding cancellation of the Escrow and the Title Policy order,if any,in accordance with Section3.13;and(iv)the Escrow Agent shall return to Seller any funds deposited into the Escrow by Seller,less Seller's share of any customary and reasonable cancellation charges regarding cancellation of the Escrow and the Title Policy order,if any,in accordance with Section 3.13. 3.15 Escrow Notices. All Notices from the Escrow Agent to the Parties shall be given in the manner provided in Section 6.4 of this Agreement. ARTICLE 4 TENANT LEASES 4.1 Property is Vacant. Seller represents and warrants to Agency that the Property will be vacant prior to the completion of the Due Diligence Period and no tenant rights are or will be attached to it. Seller shall not enter into any lease agreements or month to month rental agreements regarding the Property. 4.2 Unrecorded Possessory Interests. Seller represents and warrants to Agency that to Seller's current actual knowledge,there are no other agreements for occupancy in effect for the Property and no unrecorded possessory interests or unrecorded agreements that would adversely affect Agency's title to or use of the Property. 4.3 Indemnification For Relocation Costs. In addition to and in no way limiting any other indemnification obligation herein, Seller agrees and acknowledges that the Purchase Price is a full and complete settlement including any and all rights to Benefits for Seller and Tenants. Seller hereby indemnifies Agency for any Claim for Benefits asserted or brought by any prior Tenant(s)of the property related to,arising from or associated with the sale of the Property.Seller also hereby agrees to defend,protect,indemnify and hold harmless the Agency, its board,employees,and consultants for any claim,loss,cost,expense,or liability resulting from or related to the obligations under state law regarding relocation and displacement of persons.. ARTICLE 5 REMEDIES AND INDEMNITY 5.1 Event of Default Remedies. The Agency shall have all remedies available to the Agency at law or in equity under the laws of the State for any Event of Default by Seller under this Agreement. The Seller shall have all remedies available to the Seller at law for any Event of Default by the Agency under this Agreement,except as otherwise provided for herein. Seller shall not seek specific performance nor may Seller be awarded specific performance against the Agency. RWU13WHOR758136.5 22 5.2 Rights and Remedies are Cumulative. Except as otherwise expressly stated in this Agreement,the rights and remedies of the Parties set forth in this Agreement are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it,at the same or different times,of any other rights or remedies for the same Default or the same rights or remedies for any other Default. 5.3 Indemnification. �I 5.3.1 Obligations. The Agency shall Indemnify the Seller Parties against any wrongful intentional act or negligence of the Agency Parties and for any other matter for which the Agency is specifically obligated to indemnify Seller pursuant to this Agreement. Seller shall Indemnify the Agency Parties against any wrongful intentional act or negligence of the Seller Parties and for any other matter for N6ich Seller is specifically obligated to indemnify the Agency pursuant to this Agreement.4Notwithstanding anything to the contrary in this Agreement,no Indemnitor shall be required to Indemnify any Indemnitee to the extent of the Indemnitee's wrongful intentional acts or negligence. Nothing in this Section 5.3 or any other provision of this Agreement is intended to modify any claim requirements or limitations periods provided for in the California Government Code Sections 800,et seq. or Sections 900,et seq. 5.3.2 Independent of Insurance Obligations. Each Party's obligation to Indemnify any Person under this Agreement is independent of any insurance carried by such Party,and anv insurance shall not in any way restrict,limit,or modify a Party's obligation to - Indemnify a Person under this Agreement and such indemnity obligation is independent of each Party's other obligations under this Agreement. m 5.3.3 Survival of Indemnification and Defense Obligations. The indemnity and defense obligations of the Parties under this Agreement shall survive the expiration or earlier termination of this Agreement,until all Claims against any of the Indemnitees are fully,finally, absolutely and completely barred by applicable statutes of limitations. i 5.3.4 Duty to Defend. The duty to defend any Indemnitee applies upon Notice - of any Claim,regardless of whether the issues of negligence,liability,fault,default or other obligation on the part of the Indemnitor or the Indemnitee have been determined. The duty to defend any Indemnitee applies immediately,regardless of whether the Indemnitee has paid any amounts or incurred any detriment arising out of or relating(directly or indirectly)to any Claim. It is the express intention of the Parties that an Indemnitee be entitled to obtain summary adjudication or summary umm judgment re azdin an Indemnitor's du to defend the arY J gm g 8 duty Indemnitee,at any stage of any Claim within the scope of the Indemnitors indemnity obligations under this Agreement. a 5.4 Indemnification Procedures. Wherever this Agreement requires any Indemnitor to Indemnify any Indemnitee: I 5.4.1 Prompt Notice) The Indemnitee shall promptly Notify the Indemnitor of any Claim. To the extent,and only to the extent,that the Indemnitee fails to give prompt Notice of a Claim and such failure materially,prejudices the Indemnitor in providing indemnity for such Claim,the Indemnitor shall be relieved of its indemnity obligations for such Claim. i II R VPU13TCHOIX758136.5 1 23 1 i I 5.4.2 Selection of Counsel. The Indemnitor shall select counsel reasonably acceptable to the Indemnitee. Counsel to Indemnitor's insurance carrier that is providing coverage for a Claim shall be deemed reasonably satisfactory. Even though the Indemnitor shall defend the Claim,Indemnitee may,at its option and its own expense,engage separate counsel to advise it regarding the Claim and its defense. The Indemnitee's separate counsel may attend all proceedings and meetings. The Indemnitor's counsel shall actively consult with the Indemnitee's separate counsel. The Indemnitor and its counsel shall,however,fully control the defense,except to the extent that the Indemnitee waives its rights to indemnity and defense for such Claim. 5.4.3 Cooperation. The Indemnitee shall reasonably cooperate with the Indemnitor's defense of the Indemnitee,provided the hldemnitor reimburses the Indemnitee's actual out of pocket expenses(including Legal Costs)of such cooperation. 5.4.4 Settlement. The Indemnitor may,with the Indemnitee's consent,not to be - unreasonably withheld,settle a Claim. The Indemnitee's consent shall not be required for any settlement by which all of the following occur: (i)the Indemnitor procures(by payment, settlement,or otherwise)a release of the Indemnitee from the subject Claim(s)by which the Indemnitee need not make any payment to the claimant;(ii)neither the Indemnitee nor the Indemnitor on behalf of the Indemnitee admits liability;(iii)the continued effectiveness of this Agreement is not jeopardized in any way;and(iv)the Indemnitee's interest in this Agreement is not jeopardized in any way. ARTICLE 6 GENERAL PROVISIONS 6.1 Incorporation of Recitals. The Recitals of fact set forth preceding this Agreement are true and correct and are incorporated into this Agreement in their entirety by this reference. 6.2 City Not a Party. The City is not a Party to this Agreement. 6.3 Executive Director Implementation. The Agency shall implement this Agreement through its Executive Director. The Executive Director is hereby authorized by the Agency to issue approvals,interpretations,waivers and enter into certain amendments to this Agreement on behalf of the Agency,to the extent that any such action(s)does/do not cause the Agency to incur,in the aggregate,additional obligations exceeding zero dollars and no cents ($0.00). All other actions shall require the consideration and approval of the Agency governing body,unless expressly provided otherwise by action of the Agency governing body. Nothing in this Section 6.3 shall restrict the submission to the Agency governing body of any matter within the Executive Director's authority under this Section 6.3,in the Executive Director's sole and absolute discretion,to obtain the Agency governing body's express and specific authorization on such matter. The specific intent of this Section 6.3 is to authorize certain actions on behalf of the Agency by the Executive Director,but not to require that such actions be taken by the Executive Director,without consideration by the Agency governing body. RVPUMPCHOI1758136.5 24 l i 6.4 Notices,Demands and Communications Between the Parties. 6.4.1 Notices. Any iand all Notices submitted by either Party to the other Party or to the Escrow Agent pursuant to of as required by this Agreement shall be proper,if in writing and transmitted to the address of the Agency,or Seller,as applicable,set forth in Section 6.4.2, or to the Escrow Agent's address set forth in the Escrow Agent's Consent,by one or more of the following methods: (i)messenger for immediate personal delivery,(ii)a nationally recognized overnight(one-night)delivery service(i.e.,Federal Express,United Parcel Service,etc.)or(iii) registered or certified United States mail,postage prepaid,return receipt requested. Such Notices may be sent in the same manner to such other addresses as either Party may designate, from time to time,by Notice. Any Notice shall be deemed to be received by the addressee, - regardless of whether or when any return receipt is received by the sender or the date set forth on such return receipt,on the day that it delivered by personal delivery,on the date of delivery by a nationally recognized overnight courier service(or when delivery has been attempted twice,as evidenced by the written report of th6 courier service)or four(4)calendar days after it is - deposited with the United States Postal Service for delivery,as provided in this Section 6.4. Rejection,other refusal to accept or the inability to deliver a Notice because of a changed address of which no Notice was given or other action by a Person to whom Notice is sent,shall be deemed receipt of the Notice. i 6.4.2 Addresses. The following are the authorized addresses for the submission of Notices to the Parties,as of the Effective Date: To Seller: Mario L.Acosta Nerelys Acosta 6931 Van Nuys Blvd Suite 101 I Van Nuys,CA 91405 To the Agency: Redevelopment Agency of the City of Azusa 213 East Foothill Boulevard . Azusa,California 91702 Attention:Executive Director With Copy to: I Best Best&Krieger LLP 5 Park Plaza,Suite 1500 Irvine,CA 92614 Attn: Elizabeth W.Hull Telephone(949)263-2600 Fax(949)260-0972 I 6.5 Warranty Against Payment of Consideration for Agreement. Seller represents and warrants that: (i)Seller has not employed or retained any Person to solicit or secure this Agreement upon an agreement or understanding for a commission,percentage, brokerage,or contingent fee,excepting bona fide employees of Seller;and(ii)no gratuities,in the form of entertainment,gifts or otherwise have been or will be given by Seller or any of its agents,employees or representatives to any elected or appointed official or employee of either 1 R V PUB W C HOI V 58136.5 I 25 I 1 I I I 1 i the City or the Agency in an attempt to secure this Agreement or favorable terms or conditions for this Agreement. Breach of the representations or warranties of this Section 6.5 shall automatically terminate this Agreement,without further Notice to or action by either Parry and, upon any such termination of this Agreement,Seller shall immediately refund any payments made to or on behalf of Seller by the City or the Agency pursuant to this Agreement or otherwise related to the Property,prior to the date of any such termination. 6.6 Relationship of Parties. The Parties each intend and agree that the Agency and Seller are independent contracting entities and do not intend by this Agreement to create any partnership,joint venture,or similar business arrangement,relationship or association between them. 6.7 Survival of Agreement. All of the provisions of this Agreement shall be applicable to any dispute between the Parties arising from this Agreement,whether prior to or following expiration or termination of this Agreement,until any such dispute is finally and completely resolved between the Parties,either by written settlement,entry of a non-appealable judgment or expiration of all applicable statutory limitations periods and all terms and conditions of this Agreement relating to dispute resolution and limitations on damages or remedies shall survive any expiration or termination of this Agreement. 6.8 Non-Lability of Officials,Employees and Agents. No Agency Party shall be personally liable to Seller.or any successor in interest of Seller,in the event of any Default or breach by the Agency under this Agreement or for any amount that may be or become due to Seller or any successor in interest of Seller,on any obligations under the terms or conditions of this Agreement. 6.9 Calculation of Time Periods. Unless otherwise specified,all references to time periods in this Agreement measured in days shall be to consecutive calendar days,all references to time periods in this Agreement measured in months shall be to consecutive calendar months and all references to time periods in this Agreement measured in years shall be to consecutive calendar years. Any reference to business days in this Agreement shall mean consecutive business days of the Agency. 6.10 Principles of Interpretation. No inference in favor of or against any Party shall he drawn from the fact that such Party has drafted any part of this Agreement. The Parties have both participated substantially in the negotiation,drafting,and revision of this Agreement,with advice from legal and other counsel and advisers of their own selection. A word,term or phrase defined in the singular in this Agreement may be used in the plural,and vice versa,all in accordance with ordinary principles of English grammar,which shall govern all language in this Agreement. The words"include"and"including"in this Agreement shall be construed to be followed by the words: "without limitation." Each collective noun in this Agreement shall be interpreted as if followed by the words"(or any part of it),"except where the context clearly - requires otherwise. Every reference to any document,including this Agreement,refers to such document,as modified from time to time(excepting any modification that violates this Agreement),and includes all exhibits,schedules,addenda and riders to such document. The word"or"in this Agreement includes the word"and." Every reference to a law,statute, RveoeTCeoro58136.5 26 regulation,order,form or similar governmental requirement refers to each such requirement as amended,modified,renumbered,superseded or succeeded,from time to time. 6.11 Governing Law. The Laws of the State shall govern the interpretation and enforcement of this Agreement,without application of conflicts of laws principles. The Parties acknowledge and agree that this Agreement is entered into,is to be fully performed in and relates to real property located in the City of Azusa,County of Los Angeles,State of California. All legal actions arising from this Agreement shall be filed in the Superior Court of the State in and for the County or in the United States District Court with jurisdiction in the County. 6.12 Agency Attorney Fees and Costs. For the purposes of this Agreement,all references to Legal Costs in reference to the Agency are intended to include the salaries,benefits and costs of the City Attorney,as Agency General Counsel,and the lawyers employed in the Office of the City Attorney who provide legal services regarding the particular matter,adjusted to or billed at an hourly rate and multiplied by the time spent on such matter rounded to increments of one tenth(1/10'")of an hour,in addition to Legal Costs of outside counsel retained by the Agency for any matter. 6.13 Unavoidable Delay;Extension of Time of Performance. 6.13.1 Notice. Subject to any specific provisions of this Agreement stating that they are not subject to Unavoidable Delay or otherwise limiting or restricting the effects of an - Unavoidable Delay,performance by either Party under this Agreement shall not be deemed,or considered to be in Default,where any such Default is due to the occurrence of an Unavoidable Delay. Any Party claiming an Unavoidable Delay shall Notify the other Party: (i)within ten (10)days after such Party knows of any such Unavoidable Delay;and(ii)within five(5)days - after such Unavoidable Delay ceases to exist. To be effective,any Notice of an Unavoidable Delay must describe the Unavoidable Delay in reasonable detail. The extension of time for an Unavoidable Delay shall commence 6n the date of receipt of written Notice of the occurrence of the Unavoidable Delay by the Party not claiming an extension of time to perform due to such Unavoidable Delay and shall continue until the end of the condition causing the Unavoidable Delay. The Party claiming an extension of time to perform due to an Unavoidable Delay shall exercise its commercially reasonable best efforts to cure the condition causing the Unavoidable Delay,within a reasonable time. 6.13.2 Assumption of Economic Risks. EACH PARTY EXPRESSLY AGREES THAT ADVERSE CHANGES IN ECONOMIC CONDITIONS,OF EITHER PARTY SPECIFICALLY OR THE ECONOMY GENERALLY, OR CHANGES IN MARKET CONDITIONS OR DEMAND OR CHANGES IN THE ECONOMIC ASSUMPTIONS OF EITHER PARTY THAT MAY HAVE PROVIDED A BASIS FOR ENTERING INTO THIS AGREEMENT SHALL NOT OPERATE TO EXCUSE OR DELAY THE PERFORMANCE OF EACH AND EVERY ONE OF EACH PARTY'S OBLIGATIONS AND COVENANTS ARISING UNDER THIS AGREEMENT. ANYTHING IN THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING,THE PARTIES EXPRESSLY ASSUME THE RISK OF UNFORESEEABLE CHANGES IN ECONOMIC CIRCUMSTANCES AND/OR MARKET DEMAND/CONDITIONS AND WAIVE.TO THE GREATEST EXTENT ALLOWED BY LAW,ANY DEFENSE,CLAIM,OR CAUSE OF ACTION BASED IN WHOLE OR IN PART RVPUBTCHOR758I365 i 27 1 ON ECONOMIC NECESSITY,IMPRACTICABILITY,CHANGED ECONOMIC CIRCUMSTANCES,FRUSTRATION OF PURPOSE,OR SIMILAR THEORIES. THE PARTIES AGREE THAT ADVERSE CHANGES IN ECONOMIC CONDITIONS,EITHER OF THE PARTY SPECIFICALLY OR THE ECONOMY GENERALLY, OR CHANGES IN MARKET CONDITIONS OR DEMANDS,SHALL NOT OPERATE TO EXCUSE OR DELAY THE STRICT OBSERVANCE OF EACH AND EVERY ONE OF THE OBLIGATIONS,COVENANTS,CONDITIONS AND REQUIREMENTS OF THIS AGREEMENT. THE PARTIES EXPRESSLY ASSUME THE RISK OF SUCH ADVERSE ECONOMIC OR MARKET CHANGES,WHETHER OR NOT FORESEEABLE AS OF THE EFFECTIVE DATE. Initials of Authorized Initials of Authorized Agency Representative(s) Seller Representative(s) 6.14 Real Estate Commissions. The Agency shall not be responsible for any real estate brokerage or sales commissions,finder fees or similar charges that may arise from or be related to this Agreement or the purchase,sale or conveyance of the Property pursuant to this Agreement. Seller shall be solely responsible for any real estate brokerage or sales commissions, finder fees or similar charges that may arise from or be related to this Agreement or the purchase, sale or conveyance of the Property pursuant to this Agreement that are claimed by any Person engaged by Seller relating to the Property,this Agreement,or the purchase,sale or conveyance of the Property pursuant to this Agreement. Further,Seller shall Indemnify the Agency against any claims for such real estate brokerage or sales commissions,finder fees or similar charges,in accordance with Section 5.3. 6.15 Binding on Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective legal representatives,successors and assigns. 6.16 No Other Representations or Warranties. Except as expressly set forth in this Agreement,no Party makes any representation or warranty material to this Agreement to any other Party. 6.17 Tax Consequences. Seller acknowledges and agrees that it shall bear any and all responsibility,liability,costs,and expenses connected in any way with any tax consequences experienced by Seller related to this Agreement or the purchase,sale or conveyance of the Property pursuant to this Agreement. 6.18 No Third-Party Beneficiaries. Nothing in this Agreement,express or implied,is intended to confer any rights or remedies under or by reason of this Agreement on any Person other than the Parties and their respective permitted successors and assigns,nor is anything in this Agreement intended to relieve or discharge any obligation of any third-Person to any Party or give any third-Person any right of subrogation or action over or against any Party. RWITEITCHON58136.5 28 6.19 Execution in Counterparts. This Agreement may be executed in multiple counterpart originals,each of which shall be deemed to be an original,but all of which together shall constitute one and the same document. 6.20 Entire Agreement. 6.20.1 Integrated Agreement. This Agreement includes thirty(30)pages and thre (3)exhibits,that constitute the entire understanding and Agreement of the Parties regarding the Property and the other subjects addressed in this Agreement. This Agreement integrates all of the terms and conditions mentioned in this Agreement or incidental to this Agreement,and supersedes all negotiations or previous agreements between the Parties with respect to the Property and the other subjects addressed in this Agreement. 6.20.2 No Merger. None of the terms,covenants,restrictions,agreements or conditions set forth in this Agreement shall be deemed to be merged with any deed conveying title to any portion of the Property,and this Agreement shall continue in full force and effect before and after any such instruments,in accordance with its terms. 6.20.3 Waivers Must be in Writing. All waivers of the provisions of this Agreement and all amendments to this Agreement must be in writing and signed by the authorized representative(s)of both the Agency and Seller. 6.21 Exbibits. All of the Exhibits attached to this Agreement are described as follows: 6.21.1 Exhibit"A". Property Legal Description(Exhibit"A"); 6.21.2 Exhibit`B". Form of Escrow Agent Consent(Exhibit"B");and 6.21.3 Exhibit"C". Form of Grant Deed(Exhibit"C"). 6.22 Time Declared to be of the Essence. As to the performance of any obligation under this Agreement of which time is a component,the performance of such obligation within the time specified is of the essence. 6.23 No Waiver. Failure to insist on any one occasion upon strict compliance with any tern,covenant,condition,restriction or agreement contained in this Agreement shall not be deemed a waiver of such term,covenant,condition,restriction or agreement,nor shall any waiver or relinquishment of any rights or powers under this Agreement,at any one time or more times,be deemed a waiver or relinquishment of such right or power at any other time or times. [Signatures on following page] RVPUBNCHOn758136.5 29 i SIGNATURE PAGE TO 2009 REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (630 Glenfinnan) IN WITNESS WHEREOF, the Agency and Seller have executed this 2009 Real Property Purchase and Sale Agreement and Joint Escrow Instructions(630 Glenfinnan) by and through the signatures of their authorized representative(s)set forth below: AGENCY: - Seller: Redevelopment Agency of the City of Mario L.Acosta,an individual Azusa,a public body,corporate and politic Nerelys Acosta,an individual By: By: Name: Name: Its: By: Attest: Name: By: Agency Secretary APPROVED AS TO FORM: Best Best&Krieger LLP By: Agency General Counsel RVPUB\PCH0I\758136.5 30 i g EXHIBIT°A" TO 2009 REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (630 Glenfinnan) PROPERTY LEGAL DESCRIPTION { TRACT NO.27346,LOT 33 IN THE CITY OF AZUSA,COUNTY OF LOS ANGELES, CALIFORNIA AS RECORDED IN MAP BOOK 8665,PAGES 22 AND 23 OF MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. [APN 8612-001-060] { 1 i i {i{ 1 i i i i Exhibit"A" 'Property Legal Description RWUMVPCH0A758136.5 S 1 i I i i i } EXHIBIT"B" TO 2009 REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (630 Glenfmnan) FORM OF ESCROW AGENT CONSENT ESCROW AGENT CONSENT Lawyers Title, in Burbank, California accepts that certain 2009 Real Property Purchase and Sale Agreement and Joint Escrow Instructions, dated March 2, 2009, by and between the Redevelopment Agency of the City of Azusa,a public body,corporate and politic, and Mario L. Acosta, an individual, and agrees to act as "Escrow Agent" pursuant to such agreement and agrees to be bound by all provisions of such agreement applicable to it as the Escrow Agent. ESCROW AGENT: Lawyers Title By: Name: Its: Dated: Notice Address: Atm: Exhibit"B" Form Of Escrow Agent Consent RWUBtPCHON58136.5 d _ EXHIBIT"C° TO 2009 REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (630 Glen6nnan) FORM OF GRANT DEED i [To be attached following this cover page] i i 9 3 Exhibit"C" Form of Grein Deed RVPUBIPCHOR758136.5 I� I { } 1 I RECORDING REQUESTED BY: Escrow No.and Order No. WHEN RECORDED MAIL TO: AND MAIL TAX STATEMENTS TO: Redevelopment Agency of the City of Azusa Attn: Executive Director 213 East Foothill Boulevard Azusa,CA 91702 APN 8612-001-060 Exempt from Recording Fees per Govt.Code§27383 Exempt from Documentary Transfer Tax per Calif.Rev.&Tax.Code§11922 GRANT DEED FOR VALUABLE CONSIDERATION,receipt of which is hereby acknowledged, MARIO L.ACOSTA,an individual; and Nerelys Acosta,an individual do hereby grant and convey to REDEVELOPMENT AGENCY OF TBE CITY OF AZUSA,a public body, corporate and politic all that certain real property situated in the City of Azusa, County of Los Angeles, State of California. described in EXHIBIT A attached hereto and incorporated herein by reference. Dated: MARIO L.ACOSTA Dated: NERELYSACOSTA Exhibit"C" Form of Grant Deed RWUB\PCHOR758136.5 i NOTARY ACKNOWLEDGMENT (California All-Purpose Acknowledgment) , i STATE OF CALIFORNIA COUNTY OF LOS ANGELES On before me, (insert name and title of the officer here),personally appeared MARIO L.ACOSTA and NERELYS ACOSTA,who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s)is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by his/her/their signature(s) on the instrument the person(s),or the entity upon behalf of which the person(s)acted,executed the instrument. I certify under penalty of perjury under the laws of the State of California that the foregoing _ - paragraph is true and correct. WITNESS my hand and official seal.' 3 , Signature - (Seal) ATTACHED TO: GRANT DEED [APN 8612-001-0601 1 i 1 1 ' 1 i� I { Exhibit"C" Form of Grant Deed RVPUBIPCHOR768136.5 1 1l I I EXHIBIT A TO GRANT DEED LEGAL DESCRIPTION OF PROPERTY TRACT NO.27346,LOT 33 IN THE CITY OF AZUSA,COUNTY OF LOS ANGELES, CALIFORNIA AS RECORDED IN MAP BOOK 8665,PAGES 22 AND 23 OF MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. [APN 8612-001-060] Exhibit"U Folm ofGmt Deed RVPUBIPCHOR758136.5 I REDEVELOPMENT AGENCY OF THE CITY OF AZUSA CERTIFICATE OF ACCEPTANCE OF GRANT DEED i [APN 8612-001-0601 1 1 1 This Certificate of Acceptance pertains to the interest in certain real property conveyed by the Grant Deed dated , 2009 to which this Certificate of Acceptance is attached, from: MARIO L. 'ACOSTA, an individual; and NERELYS ACOSTA, ("Grantor") i i to: REDEVELOPMENT AGENCY OF THE CITY OF AZUSA,a public body,corporate and politic("Grantee") Said Grant Deed is hereby accepted by the undersigned officer on behalf of Grantee pursuant to authority conferred by the Grantee's governing board, and Grantee hereby consents to recordation of said Grant Deed. 1 1 Dated: { REDEVELOPMENT AGENCY OF THE CITY OF f AZUSA,a public body,corporate and politic, i By 1 Francis Delach 1 Its: Executive Director i ATTEST: i 1 { Agency Secretary j i - j Ezhibit"C' j Form of Grant Deed RVPUBTCHOM58136.5 l i I I 1 1 TABLE OF CONTENTS ARTICLE1 DEFINITIONS............................................._.......................................................1 1.1 DEFINED TERMS..................................................................................................................... 1 ARTICLE 2 CONVEYANCE OF PROPERTY...................................................................... 9 2.1 ESCROW.................................................................................................................................9 2.2 SELLER's DISCLOSURE DOCUMENTS............................................:.....................9 2.3 AGENCY DEPOSIT........................................................................................9 2.4 PAYMENT OF PURCHASE PRICE..............................................................................................9 2.5 TITLE APPROVAL................................................................................................................. 10 2.6 DUE DILIGENCE INVESTIGATIONS........................................................................................ 11 2.7 EMINENT DOMAIN................................................................................................................ 12 2.8 SELLER COVENANTS REGARDING MAINTENANCE OF THE PROPERTY.................................. 12 2.9 SELLER AND TENANT WAIVER OF RELOCATION BENEFITS AND OWNER PARTICIPATION RIGHTS.......................................................................................................13 2.10 SELLER REPRESENTATIONS AND WARRANTIES.................................................................. 14 ARTICLE 3 JOINT ESCROW INSTRUCTIONS................................................................15 3.1 OPENING OF ESCROW........................................................................................................... 15 3.2 ESCROW AGENT AUTHORITY............................................................................................... 15 3.3 AGENCY'S CONDITIONS TO CLOSE OF ESCROW................................................................... 16 3.4 SELLER'S CONDITIONS TO CLOSE OF ESCROW..................................................................... 17 3.5 AGENCY'S ESCROW DEPOSITS...................................................:......................................... 17 3.6 SELLER'S ESCROW DEPOSITS............................................................................................... 18 3.7 CLOSING PROCEDURE.......................................................................................................... 18 3.8 CLOSE OF ESCROW............................................................................................................... 19 3.9 WITHHOLDING REQUIREMENTS...........................................................................................20 3.10 TAXES AND PRORATIONS...................................................................................................20 3.11 POSSESSION;RISK OF LOSS................................................................................................20 3.12 ESCROW CLOSING COSTS,TAXES AND TITLE POLICY PREMIUM........................................20 3.13 ESCROW CANCELLATION CHARGES...................................................................................20 3.14 ESCROW CANCELLATION...................................................................................................21 3.15 ESCROW NOTICES..............................................................................................................21 ARTICLE 4 TENANT LEASES................................................................................................21 4.1 PROPERTY IS VACANT..........................................................................................................21 4.2 UNRECORDED POSSESSORY INTERESTS................................................................................21 4.3 INDEMNIFICATION FOR RELOCATION COSTS........................................................................21 ARTICLE 5 REMEDIES AND INDENE14M................_......................................................22 5.1 EVENT OF DEFAULT REMEDIES............................................................................................22 5.2 RIGHTS AND REMEDIES ARE CUMULATIVE...........................................................................22 5.3 INDEMNIFICATION................................................................................................................22 5.4 INDEMNIFICATION PROCEDURES..........................................................................................23 RVPUBIPCHOR758136.5 ARTICLE 6 GENERAL PROVISIONS....................__...........................................................23 6.1 INCORPORATION OF RECITALS:............................................................................................23 6.2 CITY NOT A PARTY.................:............................................................................................23 6.3 EXECUTIVE DIRECTOR IMPLEMENTATION............................................................................24 6.4 NOTICES,DEMANDS AND COMMUNICATIONS BETWEEN THE PARTIES.................................24 6.5 WARRANTY AGAINST PAYMENT OF CONSIDERATION FDR AGREEMENT..............................25 6.6 RELATIONSHIP OF PARTIES...................................................................................................25 6.7 SURVIVAL OF AGREEMENT......:............................................................................................25 6.8 NON-LIABILITY OF OFFICIALS,EMPLOYEES AND AGENTS....................................................25 6.9 CALCULATION OF TIME PERIODS.........................................................................................25 6.10 PRINCIPLES OF INTERPRETATION........................................................................................26 6.11 GOVERNING LAW..................:............................................................................................26 6.12 AGENCY ATTORNEY FEES AND COSTS...............................................................................26 6.13 UNAVOIDABLE DELAY;EXTENSION OF TIME OF PERFORMANCE.......................................26 6.14 REAL ESTATE COMMISSIONS...............................................................................4...4.........27 6.15 BINDING ON SUCCESSORS AND ASSIGNS............................................................................27 6.16 NO OTHER REPRESENTATIONS OR WARRANTIES...............................................................28 6.17 TAX CONSEQUENCES............:............................................................................................28 6.18 NO THIRD-PARTY BENEFICIARIES.....................................................................4................28 6.19 EXECUTION IN COUNTERPARTS..................................................................4.......................28 6.20 ENTIRE AGREEMENT............. ............................................................................................28 6.21 EXHIBITS............................................................................................................................28 6.22 TIME DECLARED TO BE OF THE ESSENCE.............................................4..........................4...28 6.23 No WAIVER.......................................................................................................................29 EXHIBIT"A"-PROPERTY LEGAL DESCRIPTION EXHIBIT'B"-FORM OF ESCROW AGENT CONSENT EXHIBIT"C"-FORM OF GRANT DEED RVPURIPCH01\758136.5 �� Exhibit`B"to February 17,2009,Staff Report Resolution No A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA APPROVING AN APPROPRIATION AMENDMENT FOR FISCAL YEAR 2008/09 PURSUANT TO SECTION 2-450 OF THE AZUSA MUNICIPAL CODE . . WHEREAS,on lune 16,2008,the Agency Members passed Resolution No.08-R25, adopting the Budget and approving the appropriations for the Redevelopment Agency of the City of Azusa for fiscal year commencing July 1,2008 and ending June 30,2009; WHEREAS,Section 2-450 of the Azusa Municipal Code provides for the amendment of said Budget,when required for the operation of the Agency;and WHEREAS,on November 3,2008,the Agency Members passed Resolution No.46, authorizing the sale of the Amended and Restated Merged Central Business District and West End Redevelopment Project Area Housing Tax Allocation Bonds,2008,Series B;in the amount of$11,580,000(ELEVEN MILLION FIVE HUNDRED AND EIGHTY THOUSAND DOLLARS);and WHEREAS,certain appropriation amendments are in fact,required as summarized below and detailed in Appropriations Amendment: Appropriation Amendment Summary: An appropriation of$705,000,to fund the acquisition,and associated costs,of the property located at 630 North Glenfinnan Avenue(Acosta). NOW THEREFORE BE IT RESOLVED that the Agency Members of the Redevelopment Agency of the City of Azusa do hereby approve the Budget Amendment,and order the same to be - - recorded in the Agency's books of account and henceforth to be a part of said Budget as if adopted with the original thereof. ADOPTED AND APPROVED this 17"d Day of February,2009. Chairman: I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Agency Members of the Redevelopment Agency of the City of Azusa at a regular meeting thereof on the 17nd Day of February,2009,by the following vote of Agency Members: AYES: AGENCY MEMBERS: NOES: AGENCY MEMBERS: ABSTAIN: AGENCY MEMBERS: ABSENT: AGENCY MEMBERS: Secretary: EXHIBIT C RESOLUTION NO. A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA APPROVING A PURCHASE AND SALE AGREEMENT WITH MARIO L.&NERELYS ACOSTA FOR THE PURCHASE OF 630 NORTH GLENFINNAN AVENUE(APN 8612- 001-060)IN ITS ENTIRETY WITHIN THE MERGED CENTRAL BUSINESS DISTRICT AND WEST END REDEVELOPMENT PROJECT AREA WHEREAS,the Redevelopment Agency of the City of Azusa("Agency')is engaged in activities necessary to execute and implement the Redevelopment Plan of the City of Azusa("Redevelopment Plan')as it pertains to the Merged Central Business District And Wes End Project Area("Project Area');and WHEREAS,Mario L.&Nerelys Avesta,("Owner)is the owner ofoerain real property located within the Project Area,generally described as 630 North Glenfinnan Avenue(APN:8612-OOI-060) in its entirety("Property'),and more particularly described in Exhibit A attachedhereto and incorpomwd herein by reference;and WHEREAS,the Owner desires to sell the Property to the Agency and the Agency desires to purchase the Property from the Own.in accordance with the terns and conditions set forth in the purchase and sale agreement attached hereto as Exhibit B and incorporated herein by reference("AgreemcnC);and WHEREAS,the Agency is authorized to require the Property for purposes of redevelopment p nouant to Section 33391 ofthe Community Redevelopment law(Health&Safety Code§33000,et see);and WHEREAS,the:iquisition of the Property will assist the Agency's goal to revitalize and improve the residential opportunities in the Project Area;and WHEREAS,this Agreement pertains to and affects the ability ofthe Agency to finance its activities and carry out its smarmy obligations and the goals of the Redevelopment Plan. It is intended to be a contract within the meaning of Government Code§53511;and WHEREAS,in taking this action,the Agency has determined that the acquisition of the property is not a"project' under the provisions of the California Environmental Quality Act,the California Eavimnmental Quality Act Guidelines (Title 14 C.C.R§15004)and the City ofAza is environmental procedures. NOW,THEREFORE,BE IT RESOLVED by the Governing Board of the Redevelopment Agency of the City of Azusa as follows: SECITON 1. All bfthe Recitals set forth above sre nue and correct. SECTION 2. Based on all of the foregoing,the Agency hereby approves the Agreement for the purchase of certain real property generelly located at 630 North Glenfi amen Avenue(APN:8612-001-060) in its entirety more particularly described in Exhibit A and attached hereto and incorporated herein by reference. The Agency further authorizes the Executive Director to execute said Agreement. SECTION 3.A copy ofthe Agreement shall be kept on file at City Hall. Staff is directed to do all that is necessary to effectuate the intent of the Agreement and consummate the purchase of the Property. SECTION 4. The Agency Secretary shall certify the adoption of this Resolution. PASSED AND APPROVED this 17a day of February,2009. t Chairman I HEREBY CERTIFY that the foregoing Resolution was duly passed,approved,and adopted by the Board of Directors of the Redevelopment Agency of the City of Azusa,at a regular meeting of said Board held on the 176 day of Februarys,2009,by the following vote of the Board: AYES: BOARDMEMBERS: NOES: BOIARDMEMBERS: ABSTAIN: BOARDMEMBERS: ABSENT: BOARDMEMBERS: Secretary ; { J I Exhibit i To PSA Resofu(iort Legal Description of Property 630 North Glenfinnan Avmue(APN:8612-001-060) Tract No.27346,Lot 33 in the City of Azusa,County of Los Angeles,California as recorded in Map Book 8665,Pages 22 and 23 of Maps in the Office of the County Recorder of said County. Exhibit H To PSA Resolution - Real Property Purchase And Sale Agreement Please see: Exhibit"A"to the Staff Report Tilled:Consideration Of Purchase And Sale Agreement For The Acquisition Of The Resl Property Locatcd At 630 North Glenfinnan Avenue(Acosiz);Dated:February 17,2009 I 1 j { UyOF" �u r0'�4FOR�" AGENCY AGENDA TO: HONORABLE CHAIRPERSON AND MEMBERS OF THE AGENCY BOARD 4ec- FROM: KURT E. CHRISTIANSEN, ECONOMIC AND COMMUNITY DEVELOPMENT DIRECTOR VIA: F. M. DELACH, EXECUTIVE DIRECTOR4v✓.J DATE: FEBRUARY 17, 2009 SUBJECT: CONSIDERATION OF A LEASE AGREEMENT FOR THE REAL PROPERTY LOCATED AT 630 NORTH CEDARGLEN DRIVE,UNIT "A" RECOMMENDATION It is recommended that the Agency Board approve the proposed Lease Agreement ("Agreement') for the rental of real property located at 630 North Cedarglen Drive, Unit"A" ("Subject Property"). BACKGROUND The Subject Property is situated within the Merged Central Business District and West End Redevelopment Project Area, and consists of a vacant one bedroom residential apartment. The property is owned by Lupe Rubio ("Landlord"). The Agency proposes to lease this unit to remove substandard housing units from the rental inventory. Agency staff and the property Landlord have negotiated, subject to Agency Board approval, an Agreement for a period of four months, at a monthly rate of$800. Agency Staff conducted a rental survey and concluded that market rents for this type of residential unit typically rent for $1,000; the negotiated price represents a 20% savings for the Agency. FISCAL IMPACT The cost for the proposed Agreement is $3,200, which would be funded through the 2008 Housing Bond Issue. Attachment: Exhibit"A": LEASE AGREEMENT f LEASE AGREEMENT THIS RESIDENTIAL LEASE AGREEMENT ("Agreement") is entered into as of the 27th day of January, 2009 ("Effective Date") by and between LUPE RUBIO, individual and landlord ("Landlord"), and the REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, a public body, corporate and politic ("Tenant"). Landlord and Tenant are sometimes individually referred to herein as "Party" and collectively as "Parties." RECITALS A. Landlord is the owner of certain real property located at 630 North Cedarglen Avenue, Unit A, Azusa, California 91702 ("Premises"), which is more fully described on Exhibit "A" attached and made a part of this Agreement. The Premises is a residential unit located in the Merged Central Business District and West End Redevelopment Area. B. Tenant desires to lease the Premises (together with certain appurtenant rights and easements) from Landlord for the purpose of conducting activities consistent with California Community Redevelopment Law (Health and Safety Code §§ 33000 et seq.) ("Redevelopment Activities") and.in accordance with the terms and conditions set forth in this Agreement. 1. LEASE OF PREMISES: TERM 1.1 Agreement to Lease. For and in consideration of the rent to be paid and covenants to be performed by Tenant under this Agreement, Landlord agrees to lease the Premises to Tenant, and Tenant agrees to lease the Premises from Landlord, on the terms and conditions set forth in this Agreement. Except as expressly otherwise provided in this Agreement, the "Premises" includes the real property, plus any appurtenances and easements described in Exhibit"A".and any improvements now or subsequently installed. 1.2 Term of Lease. The term of this Agreement shall be for a period commencing on January 27, 2009, and continuing through May 27, 2009 ("Term"), unless terminated earlier as provided in this Agreement. 2. RENT. FEES & TAXES 2.1 Rent. Tenant agrees to pay to Landlord a one time, full payment of three- thousand, two-hundred dollars ($3,200.00) ("Rent") on the Effective Date of this Agreement. 2.2 No Additional Fees or Taxes. No other fees or taxes shall be owed to the Landlord by Tenant before, during or after the Term of this Agreement. 3. USE i 3.1 Permitted;Use. Tenant intends to leave vacant for the Term. However, Tenant reserves the right to use Ptemises for Redevelopment Activities consistent with applicable law. 3.2 Compliance with Laws. Tenant agrees that all improvements, developments, use, and occupancy on the Premises shall comply with applicable laws and regulations. 0RANGDRM01M53967.1 I ] i 3.3 Utilities. Tenant shall arrange and pay for all utility charges, and the expenses of installation, maintenance, use, and service in connection with the foregoing, for the Premises during the Term. 3.4 Improvements. Tenant reserves the right to install Improvements on the Premises in compliance with applicable laws and regulations. 4. NO ENCUMBRANCE OF LEASEHOLD ESTATE 4.1 No Right of Tenant to Encumber. Tenant shall not encumber the leasehold estate created by this Agreement. 5. MAINTENANCE 5.1 Prevention of Vandalism. In order to prevent vandalism or other criminal activities on the Premises, Tenant reserves the right to board up the Premises, at Tenant's cost. It shall be the responsibility of the Landlord, however, to take all other precautions, including but not limited to visiting the Premises on a weekly basis, responding to all complaints and concerns from neighbhbors/code enforcement and police officers, to keep the Premises safe during the Term, at Landlord's cost. Landlord shall also be responsible, at Landlord's cost, for removing any graffiti occurring on the Premises during the Term. 5.2 Maintenance. All other maintenance not required by Section 5.1 of this Agreement and not related to the prevention of or removal of vandalism or other criminal activities shall be the responsibility of Tenant. 5.3 Access and Inspection. Landlord and its agents, representatives, and designees may enter the Premises upon reasonable notice solely to: (a) ascertain whether Tenant is complying with this Agreement; (b) cure Tenant's defaults; (c) inspect the Premises and any Improvements; or (d) prevent or remove graffiti or other acts of vandalism. In entering the Premises, Landlord and its designees shall not unreasonably interfere with Tenant's use of the Premises and Landlord shall comply with Tenant's reasonable instructions. Landlord shall Indemnify Tenant against any claims arising from Landlord's entry upon the Premises. 6. INDEMNITY AND INSURANCE 6.1 Indemnity Agreement. Landlord agrees to indemnify and hold Tenant, its directors, officials, officers, employees, agents and volunteers free and harmless from any and all claims, demands, causes of action, costs, 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 Landlord, its officials, officers, employees, agents, consultants and/or contractors arising out of or in connection with this Agreement including without limitation the payment of all consequential damages and attorneys fees, expert witness fees and other related costs and expenses. Landlord shall defend, at Landlord's own cost and risk, all such aforesaid suits, actions or other legal proceedings that may be brought or instituted against Tenant, its directors, officials, officers, employees, agents or volunteers. Landlord shall pay and satisfy any judgment, award or decree that may be rendered against Tenant or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other ORANGE\RMOIM53967.1 2 F legal proceeding. Landlord shall reimburse Tenant and/or 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. Landlord's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Tenant and/or its directors, officials, officers, employees, agents and/or volunteers. 6.2 Liability Insurance. Landlord shall, at Landlord's own cost, procure and maintain during the entire term of this Agreement a broad form comprehensive coverage policy issued by an insurance company licensed by the State of California insuring Tenant and Landlord against loss or liability caused by or connected with Tenant's occupation and use of the Premises under this Agreement in amounts not less than the following: 6.2.1 ONE MILLION DOLLARS ($1.000,000) for injury to or death of one person and, subject to that limitation for the injury or death of one person, of not less than TWO MILLION DOLLARS ($2,000,000) for injury to or death of two or more persons as a result of any one accident or incident; and 1 6.2.2 ONE MILLION DOLLARS ($1,000,000) for damage to or destruction of any property. 6.3 Fire and Casualty Insurance. Landlord shall, at Landlord's own cost, at all times during the Term of this Agreement, keep Premises insured for their full replacement value by insurance companies authorized to do business in the State of California against loss or destruction by fire and the perils commonly covered under the standard extended coverage endorsement to fire insurance policies in the county where the Premises are located. 6.4 Deposit of Insurance with Tenant. Landlord shall, within 7 days of the Effective Date of this Agreement and promptly thereafter when any such policy is replaced, rewritten, or renewed, deliver to Tenant a true and correct copy of each insurance policy and endorsements required by this Agreement or a certificate executed by the insurance company or companies or their authorized agent evidencing such policy or policies. 6.5 Notice of Cancellation of Insurance. Each insurance policy required under this Agreement shall contain a provision that it cannot be cancelled for any reason unless at least 15 days prior written notice of the cancellation is given to Tenant in the manner required by this Agreement for service of notices on Tenant by Landlord. 7. NO ASSIGNMENT OR SUBLEASING I 7.1 No Assignment. Tenant may not assign any interest in this Agreement without Landlord's prior written consent. 7.2 No Sublease. Tenant may not sublease all or any portion of the Premises without Landlord's prior written consent. } 8. DEFAULT AND REMEDIES ORANGE\RMOIM53967.1 3 8.1 Termination. In the event of a Tenant default under this Agreement, Landlord may terminate this Agreement by written notice to Tenant. 8.2 Breach and Default by Tenant. Should Tenant fail to perform any term, covenant or condition contained in this Agreement and the default ("Default") is not be cured within fifteen (15) days after written notice of the default is served on Tenant by Landlord, then Tenant shall be in default. 8.3 No Waiver. No failure by Landlord or Tenant to insist upon strict performance of any term, covenant or condition of this Agreement or to exercise any right or remedy upon a Default, shall waive any such Default or such term, covenant or condition. Every term, covenant and condition of this Agreement shall continue in full force and effect with respect to any other then-existing or subsequent Default. 8.4 Security Devices. Landlord may not change the locks and other security devices providing admittance to the Premises, without reasonable notice to Tenant. 8.5 Cumulative Remedies. The remedies given to the Parties in this Agreement shall not be exclusive but shall be cumulative with and in addition to all remedies now or hereafter allowed by law or this Agreement. 8.6 Waiver of Breach. The waiver of any breach or Default of this Agreement by one Party shall not constitute a continuing waiver or a waiver of any subsequent breach by the other Party of either the same or a different provision of this Agreement. No waiver of any breach or Default shall modify this Agreement. 8.7 Surrender of Premises. On expiration of the Term or earlier termination of this Agreement, Tenant shall surrender the Premises as follows: (a) all Improvements shall become Landlord's property; (b) Tenant shall deliver to Landlord possession of the Premises; (c) Tenant shall surrender any right, title, or interest in and to the Premises and deliver such evidence and confirmation thereof as Landlord reasonably requires; (d) Tenant shall deliver the Premises free and clear of all: (i) subleases, and (ii) liens except those caused by Landlord or his agents; (e) Tenant shall assign to Landlord, without recourse, and give Landlord copies or originals of, all assignable licenses, permits, contracts, warranties, and guarantees then in effect for the Premises; and (f) the Parties shall cooperate to achieve an orderly transition of operations from Tenant to Landlord without interruption, including delivery of such books and records (or copies thereof) as Landlord reasonably requires. 9. - GENERAL PROVISIONS 9.1 Force Majeure. Except as otherwise expressly provided in this Agreement, if the performance of any act required by this Agreement to be performed by either Landlord or Tenant is prevented or delayed by reason of any act of God, strike, lockout, labor trouble, inability to secure materials, restrictive governmental laws or regulations, or any other cause (except financial inability) not the fault of the party required to perform the act, the time for performance of the act will be extended for a period equivalent to the period of delay and performance of the 'act during the period of delay will be excused. ORANGE\RMOIN\53967.1 4 9.2 Estoppel ::Certificates. Each party to this Agreement (a "Requesting Party") may require the other party (a "Certifying Party") to execute, acknowledge, and deliver to the Requesting Party (or directly to a designated third party) up to four original counterparts of an Estoppel Certificate. The Certifying Party shall sign, acknowledge, and return such Estoppel Certificate within 15 days after request, even if the Requesting Party is in Default. Any Estoppel Certificate shall bind the Certifying Parry. "Estoppel Certificate" means a certification of, at least, each of the following: 9.2.1 This Agreement is unmodified and in full force and effect, or, if there have been modifications, that this Agreement is in full force and effect, as modified, in the manner specified in the statement; 9.2.2 There are no uncured defaults or failures to perform any covenant or provision of this Agreement on the part of the Requesting Party or specifying any such defaults or failures which are claimed to exist. 9.3 Attorneys' Fees. Should any litigation be commenced between the parties to this Agreement concerning the Premises, this Agreement, or the rights and duties of either in relation thereto, the parry prevailing in that litigation shall be entitled, in addition to any other relief that may be granted in the litigation, to a reasonable sum as and for that party's attorneys' fees in that litigation that shall be determined by the court in that litigation or in a separate action brought for that purpose. In the case of Tenant, reasonable attorneys' fees shall include the salaries and benefits of the attomeys'employed by Counsel for the Redevelopment Agency of the City of Azusa, California. i 9.4 Notices to Landlord. Any and all notices or other communications required or permitted by this Agreement or by law to be served on or given to Landlord by Tenant shall be in writing and shall be deemed duly served and given when personally delivered to Landlord, any managing employee of Landlord, or, in lieu of personal service, when deposited in the.United States mail, first-class postage prepaid, and sent by express mail that allows for tracking, addressed to Landlord at the following address: s Landlord may change its address for the purpose of this section by giving written notice of that change to Tenant in the manner provided in Section 9.5 of this Agreement. 9.5 Notices to'Tenant. Except as otherwise expressly provided by law, any and all notices or other communications required or permitted by this Agreement or by law to be served on or given to Tenant by Landlord shall be in writing and shall be deemed duly served and given when personally delivered to Tenant or, in lieu of personal service, when deposited in the United States mail, first-class postage prepaid, and sent by express mail that allows for tracking, addressed to Landlord at 213 East Foothill Blvd., Azusa, California 91702. Tenant may change Tenant's address for the' purpose of this section by giving written notice of that change to Landlord in the manner provided in Section 9.4 of this Agreement. ORANGE\RMOR,A53967.1 5 9.6 Governing Law. This Agreement shall be governed by the laws of the State of California, without application of conflicts of laws provisions or principles. 9.7 Binding on Heirs and Successors. This Agreement shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of the Parties hereto, but nothing in this section shall be construed as a consent by Landlord to any assignment of this Agreement or any interest in the lease by Tenant. 9.8 Sole and Only Agreement. This instrument constitutes the sole and only agreement between Landlord and Tenant respecting the lease of the Premises, and sets forth all obligations of Landlord and Tenant to each other as of the Effective Date. Any previous agreements or representations respecting the Premises, their leasing to Tenant by Landlord, or any other matter discussed in this Agreement not expressly set forth in this instrument are null and void. 9.9 Time of Essence. Time is expressly declared to be of the essence of this Agreement. 9.10 No Recording. Neither Landlord nor Tenant shall record this Agreement without the written consent of the other. 9.11 Principles of Interpretation. No inference in favor of or against any party shall be drawn from the fact that such party has drafted any part of this Agreement. The Parties have both participated substantially in its negotiation, drafting, and revision, with advice from counsel and other advisers. Accordingly, interpretation of any part of this Agreement shall be not be construed against the drafter of this Agreement. [Signatures on following page] ORANGEIRMO1N153967.1 6 SIGNATURE PAGE :t TO LEASE AGREEMENT IN WITNESS WHEREOF, Tenant and Landlord have executed this Agreement as of the Effective Date listed above. LANDLORD AND TENANT HAVE CAREFULLY READ EACH TERM OF THIS AGREEMENT, AND BY SIGNING BELOW SHOW THEIR INFORMED AND VOLUNTARY CONSENT TO SUCH TERMS. THE PARTIES AGREE THAT, AT THE TIME THIS AGREEMENT IS EXECUTED, THE TERMS OF THIS AGREEMENT ARE REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. LANDLORD: LUPE RUBIO, Individual By. Lupe Rubio TENANT: THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA a public body, corporate and politic By: Executive Director ATTEST: By: Agency Secretary APPROVED AS TO LEGAL FORM: BEST BEST & KRIEGER LLP By : Agency Counsel. ORANGE RMO1M53967.1 _ 7 EXHIBIT "A" LEGAL DESCRIPTION OF PREMISES 630/639 North Cedarglen Drive (8612-001-048) Lot 39 of Tract 27346, as per map recorded in Book 699, Pages 22 and 23 of Maps, in the office of the County Recorder of said County. 8 ORANGBRMOIM53967.1 O-1'OF_Adv^ * w °+uFom{`� AGENCY AGENDA TO: HONORABLE CHAIRPERSON AND MEMBERS OF THE AGENCY BOARD FROM: KURT E. CHRISTIANSEN, ECONOMIC AND COMMUNITY DEVELOPMENT DIRECTOR VIA: F. M. DELACH, EXECUTIVE DIRECTOR) vrZ DATE: FEBRUARY 17, 2009 SUBJECT: CONSIDERATION OF A LEASE AGREEMENT FOR THE REAL PROPERTY LOCATED AT 630 NORTH CEDARGLEN DRIVE, UNIT "A" RECOMMENDATION It is recommended that the Agency Board approve the proposed Lease Agreement ("Agreement') for the rental of real property located at 630 North Cedarglen Drive, Unit "A" ("Subject Property"). BACKGROUND The Subject Property is situated within the Merged Central Business District and West End Redevelopment Project Area, and consists of a vacant one bedroom residential apartment. The property is owned by Lupe Rubio ("Landlord"). The Agency proposes to lease this unit to remove substandard housing units from the rental inventory. Agency staff and the property Landlord have negotiated, subject to Agency Board approval, an Agreement for a period of four months, at a monthly rate of $800. Agency Staff conducted a rental survey and concluded that market rents for this type of residential unit typically rent for $1,000; the negotiated price represents a 20% savings for the Agency. FISCAL IMPACT The cost for the proposed Agreement is $3,200, which would be funded through the 2008 Housing Bond Issue. Attachment: Exhibit"A": LEASE AGREEMENT 4 LEASE AGREEMENT THIS RESIDENTIAL LEASE AGREEMENT ("Agreement") is entered into as of the 27th day of January, 2009 ("Effective Date") by and between LUPE RUBIO, individual and landlord ("Landlord"), and the REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, a public body, corporate and politic ("Tenant"). Landlord and Tenant are sometimes individually referred to herein as "Party" and collectively as "Parties." RECITALS A. Landlord is the owner of certain real property located at 630 North Cedarglen Avenue, Unit A, Azusa, California 91702 ("Premises"), which is more fully described on Exhibit "A" attached and made a part of this Agreement. The Premises is a residential unit located in the Merged Central Business District and West End Redevelopment Area. B. Tenant desires to lease the Premises (together with certain appurtenant rights and easements) from Landlord for the purpose of conducting activities consistent with California Community Redevelopment Law (Health and Safe Code 33000 et se ("Redevelopment 1 Safety §§ q ) ( e opment Activities") and.in accordance with the terms and conditions set forth in this Agreement. 1. LEASE OF PREMISES,• TERM 1.1 Agreement to Lease. For and in consideration of the rent to be paid and covenants to be performed by Tenant under this Agreement, Landlord agrees to lease the Premises to Tenant, and'Tenant agrees to lease the Premises from Landlord, on the terms and conditions set forth in this Agreement. Except as expressly otherwise provided in this Agreement, the "Premises" includes the real property, plus any appurtenances and easements described in Exhibit "A"•and any improvements now or subsequently installed. 1.2 Term of Lease. The term of this Agreement shall be for a period commencing on January 27, 2009, and continuing through May 27, 2009 ("Term"), unless terminated earlier as provided in this Agreement. 2. RENT, FEES & TAXES 2.1 Rent. Tenant agrees to pay to Landlord a one time, full payment of three- thousand, two-hundred dollars ($3,200.00) ("Rent") on the Effective Date of this Agreement. 2.2 No Additional Fees or Taxes. No other fees or taxes shall be owed to the Landlord by Tenant before, during or after the Term of this Agreement. 3. USE 3.1 Permitted!Use. Tenant intends to leave vacant for the Term. However, Tenant reserves the right to use Premises for Redevelopment Activities consistent with applicable law. 3.2 Compliance with Laws. Tenant agrees that all improvements, developments, use, and occupancy on the Premises shall comply with applicable laws and regulations. i ORANGMMOIN153967.1 1 L' 3.3 Utilities. Tenant shall arrange and pay for all utility charges, and the expenses of installation, maintenance, use, and service in connection with the foregoing, for the Premises during the Term. 3.4 Improvements. Tenant reserves the right to install Improvements on the Premises in compliance with applicable laws and regulations. 4. NO ENCUMBRANCE OF LEASEHOLD ESTATE 4.1 No Right of Tenant to Encumber. Tenant shall not encumber the leasehold estate created by this Agreement. 5. MAINTENANCE 5.1 Prevention of Vandalism. In order to prevent vandalism or other criminal activities on the Premises, Tenant reserves the right to board up the Premises, at Tenant's cost. It shall be the responsibility of the Landlord, however, to take all other precautions, including but not limited to visiting the Premises on a weekly basis, responding to all complaints and concerns from neighbhbors/code enforcement and police officers, to keep the Premises safe during the Term, at Landlord's cost. Landlord shall also be responsible, at Landlord's cost, for removing any graffiti occurring on the Premises during the Term. 5.2 Maintenance. All other maintenance not required by Section 5.1 of this Agreement and not related to the prevention'of or removal of vandalism or other criminal activities shall be the responsibility of Tenant. 5.3 Access and Inspection. Landlord and its agents, representatives, and designees may enter the Premises upon reasonable notice solely to: (a) ascertain whether Tenant is complying with this Agreement; (b) cure Tenant's defaults; (c) inspect the Premises and any Improvements; or (d) prevent or remove graffiti or other acts of vandalism. In entering the Premises, Landlord and its designees shall not unreasonably interfere with Tenant's use of the Premises and Landlord shall comply with Tenant's reasonable instructions. Landlord shall Indemnify Tenant against any claims arising from Landlord's entry upon the Premises. 6. INDEMNITY AND INSURANCE 6.1 Indemnity Agreement. Landlord agrees to indemnify and hold Tenant, its directors, officials, officers, employees, agents and volunteers free and harmless from any and all claims, demands, causes of action, costs, 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 Landlord, its officials, officers, employees, agents, consultants and/or contractors arising out of or in connection with this Agreement including without limitation the payment of all consequential damages and attorneys fees, expert witness fees and other related costs and expenses. Landlord shall defend, at Landlord's own cost and risk, all such aforesaid suits, actions or other legal proceedings that may be brought or instituted against Tenant, its directors, officials, officers, employees, agents or volunteers. Landlord shall pay and satisfy any judgment, award or decree that may be rendered against Tenant or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other ORANOEUtMOIN153967.1 2 legal proceeding. Landlord shall reimburse Tenant and/or 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. Landlord's obligation to indemnify: shall not be restricted to insurance proceeds, if any, received by the Tenant and/or its directors, officials, officers, employees, agents and/or volunteers. 6.2 Liability ,Insurance. Landlord shall, at Landlord's own cost, procure and maintain during the entire term of this Agreement a broad form comprehensive coverage policy issued by an insurance company licensed by the State of California insuring Tenant and Landlord against loss or liability caused by or connected with Tenant's occupation and use of the Premises under this Agreement in amounts not less than the following: 6.2.1 ONE MILLION DOLLARS ($1,000,000) for injury to or death of one person and, subject to that limitation for the injury or death of one person, of not less than TWO MILLION DOLLARS ($2,000,000) for injury to or death of two or more persons as a result of any one accident or incident; and 6.2.2 ONE MILLION DOLLARS ($1,000,000) for damage to or destruction of any property. 6.3 Fire and Casualty Insurance. Landlord shall, at Landlord's own cost, at all times during the Term of this Agreement, keep Premises insured for their full replacement value by insurance companies authorized to do business in the State of California against loss or destruction by fire and the perils commonly covered under the standard extended coverage endorsement to fire insurance policies in the county where the Premises are located. 6.4 Deposit of Insurance with Tenant. Landlord shall, within 7 days of the Effective Date of this Agreement and promptly thereafter when any such policy is replaced, rewritten, or renewed, deliver to Tenant a true and correct copy of each insurance policy and endorsements required by this Agreement or a certificate executed by the insurance company or companies or their authorized agent evidencing such policy or policies. 6.5 Notice of Cancellation of Insurance. Each insurance policy required under this Agreement shall contain a provision that it cannot be cancelled for any reason unless at least 15 days prior written noticelof the cancellation is given to Tenant in the manner required by this Agreement for service of notices on Tenant by Landlord. 7. NO ASSIGNMENT OR SUBLEASING 7.1 No Assignment. Tenant may not assign any interest in this Agreement without Landlord's prior written consent. 7.2 No Sublease. Tenant may not sublease all or any portion of the Premises without Landlord's prior written consent. 8. DEFAULT AND REMEDIES ORANGERMOMl53967.1 3 - 8.1 Termination. In the event of a Tenant default under this Agreement, Landlord may terminate this Agreement by written notice to Tenant. 8.2 Breach and Default by Tenant. Should Tenant fail to perform any term, covenant or condition contained in this Agreement and the default ("Default") is not be cured within fifteen (15) days after written notice of the default is served on Tenant by Landlord, then Tenant shall be in default. 8.3 No Waiver. No failure by Landlord or Tenant to insist upon strict performance of any term, covenant or condition of this Agreement or to exercise any right or remedy upon a Default, shall waive any such Default or such term, covenant or condition. Every term, covenant and condition of this Agreement shall continue in full force and effect with respect to any other then-existing or subsequent Default. 8.4 Security Devices. Landlord may not change the locks and other security devices providing admittance to the Premises, without reasonable notice to Tenant. 8.5 Cumulative Remedies. The remedies given to the Parties in this Agreement shall not be exclusive but shall be cumulative with and in addition to all remedies now or hereafter allowed by law or this Agreement. 8.6 Waiver of Breach. The waiver of any breach or Default of this Agreement by one Party shall not constitute a continuing waiver or a waiver of any subsequent breach by the other Party of either the same or a different provision of this Agreement. No waiver of any breach or Default shall modify this Agreement. 8.7 Surrender of Premises. On expiration of the Term or earlier termination of this Agreement, Tenant shall surrender the Premises as follows: (a) all Improvements shall become Landlord's property; (b) Tenant shall deliver to Landlord possession of the Premises; (c) Tenant shall surrender any right, title, or interest in and to the Premises and deliver such evidence and confirmation thereof as Landlord reasonably requires; (d) Tenant shall deliver the Premises free and clear of all: (i) subleases, and (ii) liens except those caused by Landlord or his agents; (e) Tenant shall assign to Landlord, without recourse, and give Landlord copies or originals of, all assignable licenses, permits, contracts, warranties, and guarantees then in effect for the Premises; and (f) the Parties shall cooperate to achieve an orderly transition of operations from Tenant to Landlord without interruption, including delivery of such books and records (or copies thereof) as Landlord reasonably requires. 9. GENERAL PROVISIONS 9.1 Force Majeure. Except as otherwise expressly provided in this Agreement, if the performance of any act required by this Agreement to be performed by either Landlord or Tenant is prevented or delayed by reason of any act of God, strike, lockout, labor trouble, inability to secure materials, restrictive governmental laws or regulations, or any other cause (except financial inability) not the fault of the party required to perform the act, the time for performance of the act will be extended for a period equivalent to the period of delay and performance of the act during the period of delay will be excused. ORANGEIRMOIM53967.1 4 s 9.2 Estoppel ;Certificates. Each party to this Agreement (a "Requesting Party") may require the other party (a "Certifying Party") to execute, acknowledge, and deliver to the Requesting Party (or directly to a designated third party) up to four original counterparts of an Estoppel Certificate. The Certifying Party shall sign, acknowledge, and return such Estoppel Certificate within 15 days after request, even if the Requesting Party is in Default. Any Estoppel Certificate shall bind the Certifying Party. "Estoppel Certificate" means a certification of, at least, each of the following: 9.2.1 This Agreement is unmodified and in full force and effect, or, if there have been modifications, that this Agreement is in full force and effect, as modified, in the manner specified in the statement; 9.2.2 ' There are no uncured defaults or failures to perform any covenant or provision of this Agreement on the part of the Requesting Party or specifying any such defaults or failures which are claimed to exist. 6 9.3 Attorneys' Fees. Should any litigation be commenced between the parties to this Agreement concerning the Premises, this Agreement, or the rights and duties of either in relation thereto, the party prevailing in that litigation shall be entitled, in addition to any other relief that may be granted in the litigation, to a reasonable sum as and for that party's attorneys' fees in that litigation that shall be determined by the court in that litigation or in a separate action brought for that purpose. In the case of Tenant, reasonable attorneys' fees shall include the salaries and benefits of the attorneys'.employed by Counsel for the Redevelopment Agency of the City of Azusa, California. 9.4 Notices to Landlord. Any and all notices or other communications required or permitted by this Agreement or by law to be served on or given to Landlord by Tenant shall be in writing and shall be deemed duly served and given when personally delivered to Landlord, any managing employee of Landlord, or, in lieu of personal service, when deposited in the United States mail, first-class postage prepaid, and sent by express mail that allows for tracking, addressed to Landlord at the following address: i Landlord may change its address for the purpose of this section by giving written notice of that change to Tenant in the manner provided in Section 9.5 of this Agreement. 9.5 Notices to Tenant. Except as otherwise expressly provided by law, any and all notices or other communications required or permitted by this Agreement or by law to be served on or given to Tenant by Landlord shall be in writing and shall be deemed duly served and given when personally delivered to Tenant or, in lieu of personal service, when deposited in the United States mail, first-class postage prepaid, and sent by express mail that allows for tracking, addressed to Landlord at 213 East Foothill Blvd., Azusa, California 91702. Tenant may change Tenant's address for the purpose of this section by giving written notice of that change to Landlord in the manner provided in Section 9.4 of this Agreement. ORANGE1RMOfM53967.1 5 C 9.6 Governing Law. This Agreement shall be governed by the laws of the State of California, without application of conflicts of laws provisions or principles. 9.7 Binding on Heirs and Successors. This Agreement shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of the Parties hereto, but nothing in this section shall be construed as a consent by Landlord to any assignment of this Agreement or any interest in the lease by Tenant. 9.8 Sole and Only Agreement. This instrument constitutes the sole and only agreement between Landlord and Tenant respecting the lease of the Premises, and sets forth all obligations of Landlord and Tenant to each other as of the Effective Date. Any previous agreements or representations respecting the Premises, their leasing to Tenant by Landlord, or any other matter discussed in this Agreement not expressly set forth in this instrument are null and void. 9.9 Time of Essence. Time is expressly declared to be of the essence of this Agreement. 9.10 No Recording. Neither Landlord nor Tenant shall record this Agreement without the written consent of the other. 9.11 Principles of Interpretation. No inference in favor of or against any party shall be drawn from the fact that such party has drafted any part of this Agreement. The Parties have both participated substantially in its negotiation, drafting, and revision, with advice from counsel and other advisers. Accordingly, interpretation of any part of this Agreement shall be not be construed against the drafter of this Agreement. [Signatures on following page] ORANGE%RMOIM53967.1 6 3 1 SIGNATURE PAGE TO I LEASE AGREEMENT i IN WITNESS WHEREOF, Tenant and Landlord have executed this Agreement as of the Effective Date listed above. LANDLORD AND TENANT HAVE CAREFULLY READ EACH TERM OF THIS AGREEMENT, AND ? BY SIGNING BELOW SHOW THEIR INFORMED AND VOLUNTARY CONSENT TO SUCH TERMS. THE PARTIES AGREE THAT, AT THE TIME THIS AGREEMENT IS EXECUTED, THE TERMS OF THIS AGREEMENT ARE REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT WITH RESPECT TO THE PREMISES. LANDLORD: LUPE RUBIO, { Individual By: j Lupe Rubio I TENANT: THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA a public body, corporate and politic By: j Executive Director I ATTEST: By: j Agency Secretary 1 APPROVED AS TO LEGAL FORM: BEST BEST & KRIEGER LLP J By : j Agency Counsel 1 ORANGE\RMOM3967.1 _ '] i I ' EXHIBIT "A" LEGAL DESCRIPTION OF PREMISES 630/639 North Cedarglen Drive (8612-001-048) Lot 39 of Tract 27346, as per map recorded in Book 699, Pages 22 and 23 of Maps, in the office of the County Recorder of said County. 8 ORANGEIRMOIN\53967.1 AGENCY AGENDA ITEM TO: THE HONORABLE CHAIIRPERSON AND AGENCY MEMBERS FROM: KURT CHRISTIANSEN, ECONOMIC AND COMMUNITY DEVELOPMENT DIRECTOR VIA: F.M. DELACH, EXECUTIVE DIRECTOR*O DATE: FEBRUARY 17, 2009 SUBJECT: AMENDMENT TO TIERRA WEST ADVISORS CONTRACT FOR REDEVELOPMENT CONSULTING SERVICES FOR FISCAL YEAR 2008/09 RECOMMENDATION It is recommended that the Agency Board approve an amendment to Tierra West Advisors ("Tierra West") contract to allow for them to continue to provide real estate advisory and as-needed redevelopment consulting services in conjunction with the .Agency's FY 2008/09 economic development program by increasing the contract in the amount of$150,000, to a new contract total not- to-exceed $350,000. BACKGROUND The staff of Tierra West Advisors have been providing real estate advisory and as-needed redevelopment consulting services to the Agency since March 2006. The Agency previously entered into a contract with Tierra West for the 2008/09 economic development program in the amount of $200,000. At that time, Agency staff had not anticipated the additional need for services beyond those levels identified, relative to the Atlantis Gardens Revitalization. This new project calls for additional real estate advisory services, negotiation and project development meetings, and financial feasibility analyses. Additionally, the Downtown North project is now expanding to include demolition bidding and infrastructure plan development,requiring an increased level of redevelopment consultant services. The Agency Board/City Council policy is to utilize consultants whenever possible rather than hiring full time staff due to the projected limited term of the current economic development program. Consultants have the ability to mobilize quickly to undertake Council goals for the City and have very specific areas of expertise which can augment City services. As per Agency Board direction, staff intends to go through the Request for Proposal (RFP)process for these services for Fiscal Year 2009-10. However, to change consultants at this time would delay current project activity due to the need for a new learning curve and could impact current ongoing project viability. Since March 2006, Tierra West staff have Page 2 of 2 February 17, 2009 The Honorable Chairperson and Agency Members Re: Redevelopment Consulting Si ervices for Fiscal Year 2008/09 i competently assisted Agency staff with the Downtown North, Target Store, Arrow & Azusa, Block 36, and Block 37 acquisitions,inegotiations, settlement agreements, project financial feasibility analysis, project development, contract bidding, etc. There is a huge value in maintaining continuity and continuing their services through 2008/09. Therefore, staff requests that the Agency Board approve the contract amendment to Tierra West which will allow them to continue to provide these ongoing redevelopment consulting services through June 30, 2009. i FISCAL IMPACT Real estate advisory and as-needed redevelopment consulting and staff support services have been budgeted on a project-by-project basis in the amount of$350,000 as part of the FY 2008/09 budget. Attachments: Contract Amendment Proposal for FY 2008/09 j i 11 i1 1 i i 1 i i f{s i I� { 1 FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT .BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA AND TIERRA WEST ADVISORS, INC. ARTICLE 1. PARTIES AND DATE This First Amendment to the Professional Services Agreement("First Amendment') dated as of this day of February 2009, is entered into by and between the Redevelopment Agency of the City of Azusa("Agency") and Tierra West Advisors, Inc. ("Consultant'). ARTICLE 2. RECITALS 2.1 Agency and Consultant entered into that certain Professional Services Agreement dated November 4, 2008 ("Agreement'), whereby Consultant agreed to provide certain professional Redevelopment Assistance and Support Consulting Services associated with various Redevelopment projects (the "Project') at the compensation amount of$200,000 (Two Hundred Thousand Dollars). 2.2 Agency and Consultant now desire to amend the Agreement to: (1) expand the scope of services; and (2) include additional compensation not to exceed a new contract total for services of Three Hundred Fifty Thousand Dollars ($350,000). ARTICLE 3. TERMS 3.1 The specific amendments to the Agreement shall be as follows: Section 3.1.1.1 is added to read as follows: "3.1.1.1 Additional Services. Consultant agrees to perform the following additional services for the Project: ■ Provide additional real estate advisory and redevelopment consulting services for new and expanded redevelopment projects, including Downtown North and Atlantis Gardens Revitalization projects. Section 3.3.1 of the Agreement is hereby deleted in its entirety and replaced with a new Section 3.3.1 to read as follows: 1 i , "3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursemerits, for all Services rendered under this Agreement at the rates set forth in Exhibit"A" attached hereto and incorporated herein by reference. The total compensation shall not exceed $350,000 (Three Hundred Fifty Thousand Dollars) without written approval of City's Representative.. Extra Work may be authorized, as described below, and if authorized, will be compensated at the rates and manner set forth in this Agreement." 3.2 Continuing Effect of Agreement. Except as otherwise set forth in this First Amendment, all provisions of the Agreement shall remain unchanged and in full force and effect. From and after the date of this First Amendment, whenever the term "Agreement" appears in the Agreement, it shall mean.the Agreement as amended by this First Amendment. 3.3 Adequate Consideration. The Parties hereto irrevocably stipulate and agree that they have each received adequate and independent consideration for the performance of the obligations they have undertaken pursuant to this First Amendment. 3.4 Counterparts. This First Amendment 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. [SIGNATURES ON FOLLOWING PAGE] j 2 1 REDEVELOPMENT AGENCY TIERRA WEST ADVISORS, INC. OF THE CITY OF AZUSA By: By: F.M. Delach, Executive Director Jose Ometeotl, Principal Date: Date: ATTEST: Agency Secretary 3 iwe, � � a •ye - � 9� 1 fl l f PROPOSAL TO PROVIDE REDEVELOPMENT & FINANCIAL i CONSULTING SERVICES City of Azusa TRRAWE T f) t I S 0 K S i Real Estate Et Redevelopment Consultants Contact: Contact Jose Ometeotl John Y Yonai Tierra West Advisors Tierra West Advisors 2616 East 3rtl Street i 2616 East 3`d Street Los Angeles, CA 90033 Los Angeles, CA 90033 Cell: 626.824.1359 Cell: 626.665.1224 Phone: 626-665-1224 Phone: 323-265-4400 Fax: 323-261-8676 Fax: 323.261.8676 Email:jometeotl@tiierrawestadvisors.com Email:jyonai@tierrawestadvisors.com ' TIERRA EST A 1) V i 5 0 R S June 9; 2008 Mr. F.M. Delach City Manager City of Azusa 213 E. Foothill Blvd. Azusa, CA 91702 RE: PROPOSAL FOR REDEVELOPMENT & FINANCIAL CONSULTING SERVICES ON-CALL SERVICES Dear Mr. Delach: Tierra West Advisors ("Tierra West") welcomes the opportunity to present this proposal to provide redevelopment and financial consulting services the City of Azusa. It is our understanding that the City of Azusa is seeking a qualified consultant to provide financial and redevelopment consulting services on an as needed basis. FIRM EXPERIENCE AND PROJECT TEAM The Principals of Tierra West have provided real estate, redevelopment, management; financial and economic consultant services to both public agencies and private participants in the community development process and combine for over 140 years of experience. Staff members have served in this capacity for other public agencies and have prepared or advised on tax sharing negotiations with governmental entities, Disposition and Development Agreements (DDA), Owner Participation Agreements (OPA), Summary Reports and Reuse Analyses required under Health & Safety Code section 33433,acquisition services, purchase agreements, notes, covenants, regulatory agreements, and other transactional documents required for development. Tierra West has assembled a highly qualified consultant team to provide the City with the required services and reports. The team will be led by Jose Ometeotl, Director, who will provide the required services and reports in the time frame required by the City. Mr. Ometeoil can be reached at (626) 824-1359. Ms. Liliana Aide Monge and Zoe Urrutia will also assist in this project: Mr. Negrete will provide research,document preparation, schedule monitoring and negotiations for other related projects. In addition to this cover letter, Tierra West's proposal includes six major sections, as follows: A. Description of the range of financial consulting services offered by the firm. e6 Proposal to Provide Redevelopment Et I Financial Consultino Services t f E R R W E S T City of El Monte i A D V 1 S R S Page I i B. Description of projects and services completed for other Southern California communities including financial consulting services for other comparable jurisdictions. 1 C. Resumes of principal professionals and other key staff who may be assigned to the individual projects. I D. Hourly rate schedule of the principal professionals and other key staff who may be assigned to the individual projects. E. References demonstrating a thorough understanding of financial consulting services. F. Any additional information deemed appropriate. Z i The proposal will be valid for a minimum of 90 days from the date of this letter. We appreciate the opportunity to submit our qualifications, and look forward to the opportunity to assist the City with various financial consulting services. I Sincerely, TIERRA WEST ADVISORS I i Jose Ometeotl i Director 1 s f I a I , i i Proposal to Provide Redevelopment H IIERRA VEST. Financial Consulting Services A rt u t S O t, c City of EI Monte Page 4 A. Description of the range of financial consulting services offered by the firm. 1. Tierra West,Advisors personnel have provided consulting services to both the public and private sectors for over 141 years. Following is a range of services that Tierra West offers it's clients: • Preparation of proformas to analyze and review developer proposals and project feasibility • Consulting on bond issuances • Market data review and analysis • Economic impact and income generation analysis • Reporting requirements, 33433 report preparation • Five year implementation report • Negotiation and acquisition • Developer selection/negotiation • Sales and property tax review and analysis • Review sales tax and recommend remediation to prevent leakage • Reporting requirements B. Description of projects and services completed for other Southern California communities including financial consulting services for other comparablejurisdictions. The following is a list of current references of cities and redevelopment agencies that have commissioned the principals of Tierra West for assistance with staffing requirements including, financial consulting services, planning, developments involving retail, housing, entertainment, specialty, industrial, mix-use developments, acquisition services, project economics,DDA drafting/negotiations, Reuse Analyses and Summary Reports, loan agreements, and other services as requested in the RFP Scope of Services. City of Huntington Beach Assigned Staff: John Yonai, Timothy Mulrenan,and Michael Garcia Assignments: Acquisition,DDA structuring and negotiations,CFD analysis,tax increment analysis, proformas,project area amendment,Economic strategy,retail, housing and mixed use analyses. CDA Project, 400,000 square foot mixed use property, hotel, office units, retail and parking structure Contact Person: Stanley Smalewitz, Economic Development Director City of Huntington Beach (714) 536-5909 ssmalewitz@surfcity-hb.org F i Proposal to Provide Redevelopment 8 Financial Consulting Services T i L R RAWEST, City of EI Monte A D V I S Q R S Page 5 1 City of Pomona Assigned Staff: John Yonai, Timothy Mulrenan, and Michael Garcia Assigmnents: Summary report, project analysis,proformas, reuses analysis Mission and Linden project, mixed use, 5,000 square feet of commercial, 2 bedroom lofts, and town-homes. Contact Person: Raymond Fong, Director of Economic Development City of Pomona (909) 620-2410 raymond-fonaralci.ponrona.ca.us { City of Arroyo Grande { Assigned Staff: Timothy Mulrenan,Jose Ometeotl and Michael Garcia i Assignments: Project analyses, proformas, bond analysis, housing analyses Advised City on numerous housing projects including for sale and for reni sites. Advised on a 118 unit affordable housing project financed with 9% tax credits and two(2)hotels totaling 175 rooms. Contact Person: Steven Adams, City Manager City of Arroyo Grande P.O. Box 550 Arroyo Grande, 93421 (805)473-5400 sadam's@arroyogTaDde.org City of City of Bell Gardens Assigned Staff: John Yonai, Timothy Mulrenan,Michael Garcia i Assignments: Project Area Amendments,project analysis,public revenue analysis,public outreach,tax increment analysis, public revenue analyses, housing and retail analyses. Berk Oil Site, 80,000 square foot development of contaminated site. Contact Person: Carmen Morales, Interim Director of Community Development (562) 806-7725 Email: cmoralesCa2belleardens.org 1 { i d 1 1 . i Proposal to Provide Redevelopment E r_ financial Consulting Services TJ E R -�W EST City of El Monte A D I S 0 h S Page 6 City of Glendale/Redevelopment Agency Assigned Staff: Timothy Mulrenan and John Yonai Assignments: Project analyses, proformas, Summary Reports, acquisitions, tax increment analysis, housing analyses Affordable housing project, property acquisition, DDA negotiations and proforma analysis. Contact Person: Madelyn Blake, Director of Housing George Chapjian,Director of Parks Peter Zovak, Housing Development James Starbird, City Manager 141 North Glendale Avenue, Suite 202 Glendale, California 91206 (818)548-3706 pzovak-Emci.glendale.ca.us mblakei .ci.glendale.ca.us City of Los Angeles/Community Redevelopment Agency-Urban Partners/USC project Assigned Staff John Yonai, and Timothy Mulrenan Assignments: Housing and commercial development analyses, pioformas, tax increment analyses, 108 analysis, public revenue analyses. 420 unit residential mixed use project including 85,000 square feet of retail space Contact Person: MichelleBanks—Ordone 4401 Crenshaw Blvd., Suite 201 Los Angeles, CA, 90043 (323)290-2800 Mbanks-ordone(n�cra.lacity.oi- urban ks(cdcra.l acity.org City of Commerce/Community Development Commission Assigned Staff: John Yonai, Louis Morales,Timothy Mulrenan, and Michael Garcia Assignments: DDA negotiation/structuring, project analyses, acquisitions, assemblage, Interim management, interim planning services, tax increment analysis, public revenue projections, project area amendment,public outreach, retail, housing, dealership, entertainment facility analyses, 108 analysis. . Advised City on numerous housing projects, financial and proforma analysis. 800,000 square foot Citadel sale,mixed use development, retail expansion. { Proposal to Provide P,edevelooment E: Financial Consulting Services T 1 R R A WS T City of El Monte i) V 2 s 0 R 's Page 7 V t Contact Person: Robert Zarrilli, Community Development Director City'of Commerce (323.) 7224805 robertzT�ci.commerce.ca.us Other current clients include the Cities of Rancho Palos Verdes, Big Bear Lake, Desert Hot Springs, Artesia, Pasadena, Rosemead, Redlands, Firebaugh, Sonoma and Upland. Over the past ten (10) years consultants of Tierra West Advisors have provided consultant services to a variety of Clients including but not limited to: i Cities: Baldwin Park, Bell,!Bell Gardens, Brea, Burbank,California City, Carson, Covina, Culver City, Diamond Bar, EI Cajon, El Monte,El Segundo, Fontana,Fresno,Huntington Park, Inglewood,Irwindale, La Puente,La Quinta, La Verne, La Puente,Long Beach,Lawndale,Lake Forest, Los Angeles, Lynwood, Maywood, Montclair, Monterey Park, Palm Desert, Palm Springs, Pasadena, Perris, Pittsburg, Sacramento, San Diego, San Gabriel, San Jacinto, San Marcos, San Pablo, Santa Monica, Simi Valley, Sonoma, Sparks — Nevada, Stockton, Upland, Westminster,West Covina, West Hollywood, and Yorba Linda.' County/Regional Agencies: County of Los Angeles, Orange County Development Agency, and Orange County Fire Authority, lnland Valley Development Agency, and the Pasadena Blue Line Construction Authority Private Entities: Bahan, LLC, Del Rey Properties, The Hennessey Group, Limoneira Company, Olson Company and Wine Country Gift Basket/Houdini Inc.. i C. Resumes of principal professionals and other key staff who may be assigned to the individual projects. r Tierra West has assembled] a highly qualified consultant team to provide the City with the required services and reports. The team will be led by Jose Ometeotl, Director, who will provide the required services and reports in the time frame required by the City. Louis Morales &Jesse Saucedo will assist on this assignment with the collection of necessary information, assist in data analysis and will prepare the necessary documentation. Other Tierra West personnel who will be assigned to this project will be Mike Garcia (Director) Mr. Garcia will be responsible for assisting with redevelopment plan adoptions and amendments, real estate services, implementation activities, bond issues, and planning and scheduling project activities. 1 The resumes of the consultant team assembled for this assignment and all other Tierra West personnel are attached as an Exhibit tothis proposal. The Statement of Qualifications for Tierra West Advisors has also been enclosed for your review and consideration. i i Proposal to Provide Redevelopment H _ Financial Consulting Services T1 L IR_'k NV F.5 1. City of EI Monte A D V 1 S 'C F S Page 8 . D. Hourly rate schedule of the principal professionals and other key staff who may be assigned to the individual projects Tierra West will undertake the activities presented in the Proposal on a time and materials basis at the following hourly rates: PrincipaVDirector $155 Senior Associate $135 Associate $120 Senior Analyst $105 Analyst $100 Research Assistant/Real Estate Technician $95 Word Processor/Graphic Artist $75 Clerical $65 Reimbursable Expenses Cost plus 10% It is the policy of Tierra West to not charge clients for mileage,parking, telephone/fax expenses, postage, and incidental copies. We do, however, charge for additional insured certificates, messenger services, overnight mail costs, and copies of reports, documents,notices and support material in excess of five (5) copies. These costs are charged at actual expense, plus a 10%surcharge. Tierra West issues monthly invoices payable upon receipt, unless otherwise agreed upon in advance. Invoices will identify tasks completed to date,hours expended and the hourly rate. E. References demonstrating a thorough understanding of financial consulting services The list of current personal references, cities and redevelopment agencies that have commissioned the principals of Tierra West for assistance with those requested services demonstrating Tierra West Advisors thorough understanding of the financial aspects required for Financial Consulting Services are listed in Section B. G. Any additional information deemed appropriate Roles and Responsibilities for City Staff *Schedule interviews and act as liaison with key internal and external stakeholders *Provide all previous studies, base data and information. *Provide data and information on all current development proposals. *Provide City budget and capital improvement program documents. *Provide and assist in the assembly of fiscal data. Proposal to Provide Redevelopment 8 _ _ Financal Consulting Services T I lv-R R AW E S 1 City cf'El Monte A t) 1 l S 0 R S Page • Tierra West Advisors utilizes personal computers, laptops, and Treo handheld devises to continuously monitoi electronic mail, provide scheduling, and to stay in contact with clients via cell phone. The firm utilizes the Citrix virtual networking system available through the internet to provide its consultants access to its reports,databases,and research capabilities from wherever there is an internet connection. • Tierra West Advisors has not been involved in any litigation involving a similar scope of work or any redevelopment project, either within the past 3 years,or prior to that time period. • Throughout the assignment, Tierra West will work closely with staff to ensure that the goals and objectives of the City are properly represented and addressed. Insurance Coverage included: i • Commercial General(Liability-Each Occurrence$2,000,000, General Aggregate$4,000,000 • Automobile- Combined Single Limit- $2,000,000 • Workers Compensation and Employers Liability-Each Accident$1,000,000 • Commercial Errors & Omissions-per claim&Aggregate$2,000,000 Tierra West's contact information is: Tierra West Advisors 168 Annandale Rd. Pasadena, CA 91105 Telephone: (626) 824-1359 Facsimile: (626) 796-5488 Electronic Mail: jometeotlda tierrawestadvisors.com 1 Tierra West Advisors is a Cal lifomia Limited Liability Company, Tierra West Personnel The Tierra West Advisors consultant team brings our clients a wealth of knowledge in redevelopment services—not only from our collective years in providing consulting services, but also our first-hand experience in project managel ent, development, and project design. Seventy percent (70%) of our staff are bilingual in English and Spanish. J John Yonai-Principal I Louis Morales-Senior Associate Tim Mulrenan-Principal Zoe Urrutia -Senior Analyst Michael Garcia-Director Liliana Aide Monge-Analyst Jose Ometeotl-Director Jesse Saucedo-Analyst Rose Acosta-Director Sikstre Najera - Analyst Walt Lauderdale, Jr- Senior Associate Alexandra Bassanetti - Real Estate Technician Regan Candelario- Senior Associate 1 E i Proposal to Provide Redevelopmert ft Ti E R R A WE 5 Tt Financial Consulting Services 4 DYISORS City of EI Monte Page 10 John Yonai-Principal John Yonai, Principal, has provided coordination and administration of real estate and redevelopment consulting projects ranging from multiple property acquisitions, analysis of large commercial and mixed use residential projects, functioning as interim Community Development Director for cities, providing housing rehabilitation coordination, and coordination of the drafting of DDAs and OPAs. Mr. Yonai's recent project experience includes the Cities of Commerce, Bell Gardens, Huntington Beach, Los Angeles, Pittsburg, San Jacinto, Monterey Park,EI Cajon,La Quinta, and Upland. Timothy Mulrenan—Principal Mr. Mulrenan typically provides market, real estate analysis,financial analysis, property acquisition and disposition, transaction negotiation, and general project management services. Mr. Mulrenan has provided project management, market and real estate analyses for the Cities of Arroyo Grande, Bell Gardens, Cathedral City, Commerce, County of Orange, Glendale, Los Angeles, Burbank, El Cajon, Fontana, Huntington Beach,Lawndale,and La Quinta. Jose Orneteotl—Director Mr. Ometeotl will coordinate all fiscal analyses for agency financings, tax increment audits, and fiscal consultant reports as well as any planning services coordination and advice for this assignment. Mr. Ometeotl has provided fiscal consultant services, research, document preparation, schedule monitoring, data analysis, redevelopment consulting, developer negotiation or deal structuring services for the cities of Azusa, Fontana, Lake Forest, San Jacinto and many other clients. Mr. Ometeotl is bilingual in English and Spanish Michael Garcia—Director Michael Garcia, Director, has provided coordination of real estate and redevelopment consulting projects ranging from redevelopment plan adoptions and amendments,bond financing consultant reports, multiple property acquisitions, analysis of large commercial and mixed use residential projects, providing housing rehabilitation coordination, and the drafting of DDAs and OPAs. Mr. Garcia's recent program experience includes the Cities of Commerce, Bell Gardens, Burbank, EI Cajon, Huntington Beach, La Quinta, Los Angeles, Monterey Park, Pinole, Pittsburg, Rohnert Park, San Jacinto, San Pablo, Stockton, and Upland. Mr. Garcia is bilingual in English and Spanish. Resumes, and respective licenses, of Tierra West key personnel available to serve on assignments for the City follow in the exhibits to this letter. i Proposal to Provide Redevelopment Et Financial Consulting Services T I E R R A �'Yg�EST City of EI Monte A D v 7 S 0 k S, Page 71 Complete list of Tierra West Advisors Services A. IMPLEMENTATION AGREEMENTS 1. Development Planning and Anal,: Tierra West is available to provide development planning and analysis for specific project undertakings. Typically, this would involve preparation of a Design for Development for adoption by the City that sets the basic parameters for proposed development. The options available to the City for development of a specific site can be analyzed to determirie the optimal outcome and a recommended project. 2. Development Pro Forma Analysis/Ne otg iation: Tierra West is available to provide project financial proformas 'for potential redevelopment projects to assist the City in determining the financial viability of a project and determine the degree of participation which may be required by the City. Tierra West is also available to assist with developer negotiations as needed. 3. Agreement Preparation: Tierra West is available to assist City staff and legal counsel in the drafting of agreements (typically, Disposition and Development Agreements or Owner Participation Agreements). These agreements outline the responsibilities of both the proposed owner/developer and the City. 4. A.Zreement Processing: Tierra West is available to prepare the back-up materials, agenda staff report, and summary report (required by redevelopment law) and assure that proper noticing and hearings are held in conformance with law. s B. AFFORDABLE HOUSING PROJECTS 1. Comprehensive Strategy: Tierra West is available to assist with the preparation of a comprehensive affordable housing strategy. This could be done in coordination with the updating of the Five-Year Implementation Plan, 2. Specific Project/Site. Identification: The City has specific requirements to rehabilitate and develop new affordable housing. It may behoove the City to identify specific projects and sites that could be utilized for this purpose. 3. Developer Selection/Negotiation: Tierra West is available to assist in the developer selection process; as well as in:negotiating terms and agreements for future housing development. 4. Financine: Tierra West has a background in developing various financing alternatives, making use of low to moderate housing set-aside funds; tax allocation bonds, tax credit opportunities, and other revenue bond formats to assure the most efficient and effective way of leveraging City funds for the development of housing. Proposal to Provide Redevelopment& Financial Consulting Services T 1 E R A W E S T City of EI Monte A P, i 1 S 0 Ft 5 Page 12 C. REAL ESTATE SERVICES Tierra West is available to perform real estate related services. These services include: 1. Property Management: If needed, Tierra West is available to provide property management services for City-owned properties. Typically, Tierra West has provided interim management services when either the property will be held for only a short time, or when time is needed to select a long-term,permanent management company. 2. Property Acquisition/Negotiation: Implementation programs frequently require property acquisition and negotiation services. Tierra West is available as needed to provide such services. All services will be provided in conformance with State guidelines regulating the acquisition of properties by public entities. 3. Relocation: From time to time, relocation services have been required, and although Tierra West does not directly provide these services, Tierra West has contracted with, and overseen the work of other specialty relocation consultants and can continue to provide this service. D. PUBLIC AGENCY ADNMTISTRATION Tierra West is available to assist the City with all other administrative activities as needed. Tierra West has experience in assisting staff with establishing procedures that can then be implemented without consultant involvement. Administrative activities may include: 1. Agenda Materials: Tierra West will draft resolutions, reports, notices, plans, agenda staff reports, and back-up materials as requested by City staff. 2. Meetings: Tierra West staff is available to attend meetings of the City Council or Board of Directors of the Redevelopment Agency, Housing Authority, Planning Commission, project advisory committees, and meetings with property owners and residents,when necessary. Tierra West has a track record of developing good working relationships with both affected citizens and with staff members. 3. General Administrative Services: Tierra West is available to assist the City with all other administrative matters on an as-needed basis. These services could include assisting with City filing document control systems, providing specialized services related to real estate appraisals, acquisition negotiations, relocation, market analysis, detailed development analysis or goodwill appraisals. Tierra West may not directly provide all of these services but could assist by identifying those consultants who have experience in the necessary areas of expertise and coordinating the provision of their services. Proposal to Provide Pedevelopment Et -g Financial Consulting Services t j � City of El Monte A D V I S 0 X S Page 13 E. PROJECT FINANCING 1. Tax Increment Financings: The City has been implementing its programs with funds realized by prior bond issues. As revenue increases and funds are needed for additional implementation activities, Tierra West is available to provide fiscal consulting services needed for the issuance of tax increment securities. These services would include tax increment revenue projections based on current year assessed valuations, historical trends, building permits issued for in- progress projects, review of planned new development, and the effects of pass-through agreements. Tierra West is also available to provide financial advisory services, assist with preparation of Official Statements, and other issuance procedures. 2. Finance Strategies:: Tierra West has worked with cities and agencies in the past to determine the best use of the funds available. Because the City is involved in both public improvements and private developments, it is important that the tax exempt funds (which must be used for public projects) and other less restricted funds be used to their best end. Tierra West can advise the City regarding its best use of bond proceeds, housing funds, land/real estate proceeds, and tax increment funds. F. REPORTING REQUIREMENTS 1. Annual Budget and Work Program: Redevelopment Law (HSC Section 33606) requires all Redevelopment Agencies to prepare an annual budget that includes the proposed expenditures, proposed indebtedness, anticipated revenues,and a work program for the coming year, and an analysis of prior year accomplishments. Tierra West will utilize information from the City budget to prepare the annual budget to comply with Redevelopment Law. 2. State Controller's Report: If needed, Tierra West will assist staff in preparing this required report, particularly the Housing and Community Development portion of the report. 3. Statement of Indebtedness: Tierra West is available,if needed, to assist with the preparation of this document, although likely this has been, and will continue to be done by the City finance department. ! i 4. Monitoring Deed Restrictions: Redevelopment Law requires the Agency to expand and improve the supply of affordable housing and to record deed restrictions to assure continued income level compliance. Tierra West is available to monitor these deed restrictions on an ongoing basis. G. SPECIAL PROJECT ACTIVITIES Tierra West is available to prepare necessary analysis and documentation for any specific implementation activities. 1. Economic Development Strategies: Economic Development Strategic Plans are important for addressing public infrastructure deficiencies, land use issues, business retention/attractions programs, streetscape programs and other projects that could be impacting business growth within the city. } Proposal to Provide Redevelopment Et TnERR ' Financial Consulting Services - t City of El Monte A 1) :' 1 S 0 R s Page 14 2. Cost Benefit Analysis/Economic Impact Analyses: Tierra West is available to aid the City in analyzing the costs and benefits of specific development proposals targeting specific users, and to help create an economic development program which is beneficial to the local tax base. Implementation of redevelopment plans should be accomplished in such a way as to promote economic stability and future revenue flow to the City and other taxing entities. With periodic slowdowns in real estate market activities, it is necessary for redevelopment agencies to take a lead role in promoting local economic development. 3. Specific Project Activities: As necessary,Tierra West is available to analyze specific projects, develop schedules and budgets, and prepare necessary documentation 1 i 1 i EXHIBIT A STAFF RESUMES SEE FOLLOWING PAGES I s i { i i I I�I 3 1 I 1 i 1 i { John Yonai Tierra West Advisors,Inc.-Principal EDUCATION Provides project management and implementation services for a variety of real estate consulting services to both public and agencies and private industry. Program management services include Graduate School of Management coordination with client staff and supporting consulting services Real Estate required in the real estate program process. Coordinates negotiation Finance Certificate of all forms of real estate contracts, professional services for University of California, Los Angeles engineering, title insurance, appraisals, escrow services, acquisition and- relocation services. Consulting engagements have included Bachelor of Science acquisition, disposition and development agreements, owner Business and Finance participation agreements and lender negotiations. Specializes in Loyola-Marymount University economic evaluation and feasibility analysis for retail commercial centers, office projects, hotel projects, industrial projects, and single and multifamily housing. Professional Affrtiatioru Rosenow Spevacek Group-Owner/Principal- 1.990 to 2006 Owner, Principal and Board member for 15 years. Established the Urban Land Institute(ULI) real estate program management group for the Rosenow Spevacek Group. Provided guidance, development and implementation of the International Council of Shopping complete spectrum of real estate related activities including real estate Center Owners(ICSC) economics, pro formas, commercial, retail, industrial and housing analyses, all forms of real estate acquisitions including raw land, National Association of Housing and existing developments including commercial, retail, industrial, Redevelopment Officials-So. manufacturing, residential,hotels, office, mobile homes, businesses, California Chapter Instructor rights of way, easements, billboards and miscellaneous property (NAHRO) entities and rights. Commissioned assignments included project management and implementation services for a variety of real estate, California Redevelopment economic and redevelopment related consulting services to both Association-Redevelopment Institute public agencies and private entities. Instructor (CRA) PacTel Properties-Director of Projects-1985 to 1990 National Association of Corporate Directed all acquisitions, development, and portfolio management in Real Estate Executives Los Angeles, Orange, and Ventura Counties. Projects included raw land development, development of commercial and industrial product, California Association of Realtors office building rehabilitation, recreational properties, and multiple (CAR) family housing developments. Responsibilities also included marketing of company services and leasing activity for the portfolio. California Restaurant Association Acquired and developed over 1,500,000 square feet of building space (CRA) in excess of$250,000,000 in value. California Licensed Real Estate Tierra West Real Estate Consultants - Principal - 1980 to Broker-Current Current Principal in charge of a multidisciplined professional real estate. consulting group providing services to corporations and private entities. Projects include corporate real estate planning and long- range projections. Asset management services for large commercial office projects, including financial and property management oversight; and coordinate negotiations to acquire property through purchase and by leasing. flniothyMulrenani Tierra West Uvisors,Inc.—Principal Provides project management and implementation services for a variety of EDUCATION real estate consulting services to both public and agencies and private industry. Program management services include coordination with client Bachelor of Arts staff and supporting consulting services required in the real estate program Geology process. Coordinates negotiation of all forms of real estate contracts, professional services for engineering, title insurance, appraisals, escrow Rutgers University services, acquisition services and relocation services. Consulting Master of Business Administration engagements have included acquisition, disposition and development Concentration in Real Estate and agreements, owner participation agreements and lender negotiations. Entrepreneurial Ventures Specializes in economic evaluation and feasibility analysis for retail Rutgers University commercial centers,office projects, hotel projects, industrial projects, and single and multifamily housing. Rosenow Spevaceh Group—Director- 1998 to 2006 Profess ionalAff:liatians j Advises public and private sector clients on negotiation assistance packages for affordable housing, hotel, and commercial developments. Urban Land Institute Acquires property for client development projects, structures financing, (ULI) I and negotiates owner participation agreements and disposition and development agreements. Pacific Realty Investments—Principal— 1990 to Current Professional Certifications Provided acquisition, disposition, construction management, property development, and consulting services to public and private sector clients. Licensed Real Estate Broker Acquired and rehabilitated multifamily foreclosures, developed affordable State of California housing projects,provided property management and property investment services. Licensed General Contractor i State of California i PacTel Properties-Vice President—1984 to 1990 Set up and ran Southern California offices for commercial real estate investor. Developed raw land, office, and industrial projects worth over $300 million. Negotiated partnership agreements, directed leasing and property management, acquired financing for all projects, put together Community Factlities District financing for a 500-acre industrial park putting in area infrastructure serving company project as well as surrounding developmeruL Pacific Bell-Real Estate Manager— 1980 to 1984 { Negotiated all real estate transactions for regional telephone company in the Los Angeles area, supervising a property portfolio of over 5 million square feet. Negotiated major leases for parent AT&T including $60 million west coast headquarters requirement in downtown Los Angeles. t 1 San Val Development-Project Manager— 1977 to 1984 Developed shopping centers and office buildings for this Los Angeles based commercial developer. Managed all construction and coordinated f tenant move-ins for Canyon Plaza Shopping Center and the Coast Federal 1 Savings Building on Ventura Boulevard. I JoseOmeleotd Tierra West Advisors;Inc.—Principal Responsible for assisting with redevelopment plan adoptions and EDUCATION amendments,real estate services, implementation activities, bond issues, and planning and scheduling project activities. Assignments include Master of Planning feasibility analysis, land use analysis, revenue projections, data Specialization in Local Economic analysis/gathering, database design management, and document Development preparation. Mr. Ometeotl has worked in this capacity for the Cities of University of Southern California Redlands, San Bernardino, Fontana, Cypress, Firebaugh, San Joaquin, Montclair, Amsa, Irwindale, Yucaipa Pleasant Hill, the County of Fresno Bachelor of Science and the Orange County Fire Authority. Urban and Regional Planning Comell University Rosenow Spevacek Group-Senior Associate—2004 to 2006 Primary responsibilities include supervision of the collection and ProfessionaIAffiliations evaluation of project related data, project management support, report preparation, increment revenue analysis, assisting in redevelopment plan adoptions and amendments, field surveys and the formulation of public American Planning Association revenue projections. Additional duties include interfacing with clients, Southern California Planning providing support to Principals,preparing agenda items for presentation to Congress and approval by public bodies and agencies. Project experience includes: assistance with affordable housing project analysis for the cites of Arroyo Grande, Cypress and Glendale; project manager for inclusionary, housing ordinance studies for the cities of San Jacinto and Redlands. Plan adoption/amendments for the cities of Cypress, Firebaugh, Fontana, and Pleasant Hill and the County of San Bernardino. Pioneer Valley Planning Commission- Community Development Planner—2002 to 2004 Prepared, implemented, and managed municipal grant funded projects such as infrastructure improvements, social services, and housing rehabilitation and construction programs. Funds managed were from such sources as CDBG,HOME, National Trust for Historic Preservation, Rails to Trails and the EPA. Provided technical expertise in planning and development to municipalities within the region. Partnered local,state and federal agencies to implement major infrastructure projects. City of Azusa Community Development Department —Intern — 199 - 1998 Primary duties were to act as "counter planner" for the Planning Division, coordinate development proposals and conduct field inspections of proposed projects. Drafted staff reports to the Planning Commission and City Council regarding various entitlement requests. Additional responsibilities included the preparation of Negative Declarations and Notices of Exemptions in compliance with CEQA. ! 1 Michael Garcia i Tierra West Advisors,Inc.—Principal EDUCATION 1 Responsible for assisting with redevelopment plan adoptions and 3 amendments, real estate services, implementation activities, bond issues, and planning and scheduling project activities. Assignments include feasibility analysis, land use analysis, revenue projections, data Master of Public Administration i Concentration in Urban Planning i analysis/gathering database design/management, and document and Management preparation. Mr. Garcia has worked in this capacity for the Cities of California State University, Pittsburg, Signature Properties,Huntington Beach, Bell Gardens,Burbank, Fullerton j Santa Ana, San Marcos, Rohnert Park, Port Hueneme, El Monte, La Quinta, Lawndale, Stockton, Riverside, San Gabriel, Santa Barbara, Bachelor of Arts Fountain Valley and Lemon Grove. Political Science University of California,Irvine Rosenow Spevacek Group—Senior Associate—1998 to 2006 Responsible for assisting with redevelopment plan adoptions and Council Member 2002 to 2006 amendments, real estate services, implementation activities, bond issues, City of Santa Ana,CA and planning and scheduling project activities. Assignments include feasibility analysis, land use analysis, revenue projections, data analysis/gathering, database design/management, and document preparation. Mr. Garcia has worked in this capacity for the Cities of Burbank, Santa Ana, Bell Gardens, San Marcos, Rohnert Park, Port Hueneme, El Monte, La Quinta, Lawndale, Stockton, Riverside, San Gabriel, Santa Barbara, Fountain Valley and Lemon Grove. {1{ City of Santa Ana-Personnel Technician—1995 to 1998 1 { Performed recruitment, selection, classification and compensation duties for City departments. Assisted in performing classification and compensation studies and reports, and completing salary and benefit surveys. Assisted in answering Equal Employment Opportunity Commission and Department of Fair Employment and Housing requests for information. Designed databases for City programs and reporting requirements. Compiled information for employee grievance and discipline investigations.. Analyzed and drafted language for employee Union provisions. Provided research assistance to other City departments for grant applications. City of Santa Ana-Senior Administration Intern—1993 to 1995 Assisted in business retention and attraction activities of companies for the City. Marketed the Enterprise Zone, Foreign Trade Zone and Fagade Improvement Rebate Program. Assisted in implementing the Santa Ana Enterprise Zone. Coordinated the Fagade Improvement Rebate Program for companies located in Redevelopment Project Areas. Conducted ! eligibility verification for the Job Training Partnership Act and the Targeted Jobs Tax Credit. Conducted surveys and presented findings. { i ,I I Rose Acosta Tierra West Advisors,Inc—Director Responsible for assisting with project management, document review and implementation services for a variety of real estate Education Cation consulting services to both public and agencies and private industry. Program management services include coordination with client staff Graduate School of and supporting consulting services required in the real estate Management Real Estate/ program process.Provides negotiations and coordination with legal Small Business Certificate counsel for the acquisition of real property interest, including fee University of California, interest, leasehold interests, easement license agreements and Los Angeles coordinating with all parties involved in the process. Review various documents,appraisals,market values and provides bilingual Bachelor of services as required. Science Sociology Rosenow Spevacek Group - Consultant — 1992 to Loyola-Marymount University 2006 Responsible for assisting with direct negotiations for the acquisition Professional Affiliations of real property interest, including fee interest, leasehold interests, easement license agreements and coordinating with all parties California Association of Realtors involved in the acquisition process. Review title reports for exception to title and review appraisals for concurrence on market Califomia Real Estate License values. Provides bilingual presentations as required. Current Keeler/Dilbeck Associates—Associate— 1987 to 1992 Bilingual in Spanish Provided real estate consulting services to a variety of clients. Maintained a computerized market data information system for current transactions to track market value. Provided negotiation services to clients looking to secure real property interest in both fee acquisition and leasehold interests. Prepared real property acquisition documents and negotiated directly with sellers. Doan/Harbinson Realtors —Associate—1985 to 1987 Maintained a computerized market information database to track real estate values. Negotiated purchase and sale agreements and lease agreement for a variety of real property transactions. Tierra West Real Estate Consultants — Associate — 1980 to Current Responsible for property management; coordination of negotiations to acquire property through purchase and by leasing, and provided coordination of property sales. { i 1Wtldt D. Lauderdale' Tierra West Advisors,Inc—Senior Associate Advising clients on Redevelopment, Economic Development, Education Planning/Zoning, and Special Studies in connection with . Community Development. Provides staff support at the Bachelors of Science in Urban executive levels. Planning, California Polytechnic University at Pomona-1993 J Rosenow Spevacek Group—Senior Associate—2002 to 2008 Analyzed and evaluated real estate transactions and advised on crafting appropriate development assistance packages that { balanced the developer and community's needs and interests. Worked with public sector clients to conduct preliminary analysis Profession al Affiliations of the financial, legal and political implications of initiating a plan adoption, amendment or merger. .Assisted public sector clients in adopting,amending & merging redevelopment plans to California Redevelopment 1 implement community development, housing rehabilitation, Association Member i commercial revitalization. .Facilitated meetings with public and private sector clients. Performed economic impact analyses to Transportation Advisory determine the ongoing municipal, employment and secondary Commissioner—City of Pasadena impacts of projects. Performed financing capacity analyses and (1998 -1999) j prepared preliminary and long-term forecasts of bonding capacity I! and project indebtedness. Prepared realistic revenue forecasts, Pasadena Neighborhood H ons mg employing a wide variety of redevelopment scenarios. Services—Volunteer(1997 - j .Coordination and management of staff resources (workloads, 1998) special projects, developed and implemented company training programs). California Redevelopment Association Member Keyser Marston-Associate- 1998-2002 i Analyzed and evaluated real estate transactions. .Prepared California Redevelopment Law Section 33433 Summary Reports. Prepared tax increment revenue projections. .Conducted real estate market research. .Developed and evaluated static and dynamic real estate pro forma analysis. Terry A Hayes Associates—Project Manager-1994-1998 Conducted research and data analysis. Managed the preparation I of environmental impact reports. Conducted air quality analysis. Conducted ambient noise analysis. .Conducted shade and shadow analysis..Created maps through the use of GIS software. I .Facilitated meetings with public and private sector clients. .Facilitated community scoping meetings. i 1 i i I i Regan M. Candelario Tierra West Advisors,Inc—Senior Associate Responsible for assisting with redevelopment plan adoptions and EDUCATION amendments, real estate services, implementation activities, bond issues, and planning and scheduling project activities. Assignments include Master of Public feasibility analysis, land use analysis, revenue projections, data Administration with a analysis/gathering, database design/management, and document concentration in Urban preparation. Mr. Candelario has worked in this capacity for the Cities of Affairs Arroyo Grande, Azusa, Bell Gardens, Commerce, Lynwood and Graduate Center for Public Riverside. Policy and Administration, California State University, Community Development District Manager,City of Santa Ana,CA- Long Beach 2000—2006 Bachelor of Arts in Liberal Facilitate short and long term solutions to community issues or concerns Studies with a concentration enlisting the assistance and resources of various public and private sector in Geography agencies. Provide a primary communication link between public agencies California State University, and residential/business groups within Santa Ana. Coordinate the Long Beach acquisition of property, negotiation of Disposition and Development Agreements, and management of housing development projects. Responsible for development and implementation of residential Professional neighborhood improvement programs. Solicitation of community support Af illations and input prior to the development of public improvement projects. Identification of and purchase of residential development sites for replacement housing obligations. Facilitation of discussion and direction City County Communication toward resolution of many politically sensitive community leadership &Marketing Association issues for the City of Santa Ana (Centerline LRT Project, Neighborhood (3cma)/Community Leadership Changes,Land Use,Utility Users Tax Increase,Park and Open Development Resource Space Preservation/ Development) Design, development and Network/NAHRO/CRA/ implementation of an asset based community development program for the DASH Santa Ana nonprofit,faith based and service club community in Santa Ana Specialized Training Community Development Resource Coordinator, City of Santa Ana, CA-1996—.2000 Professional Leadership, Coordination of City of Santa Ana sponsored programs/events; such as the Facilitation,and Community Celebrate Santa Ana event, Community Building Awards, Model Block Capacity Building Program, Internet Community Calendar and Resource Network activities, two City wide Graffiti Paint Out Day's, two Residential Paint-it-Now, projects, Model Block Program projects, and the Youth Education and Services(YES)job training and home repairs Program. . Economic Development Specialist,City of Santa Ana,CA - 1990— I996 Conduct cost benefit analyses for Redevelopment projects. Conduct business attraction tours for various companies ranging from Fortune 100 industrial users to cutting edge high tech industries. Attraction activities include preparation of site selection agendas, guided tours of the city and coordination of presentations from local developers and brokerage houses. Market the city's Economic Development programs. Represent the City at various expositions, seminars, and local business functions. Prepare city and county economic status reports for management presentations. Responsible for interviewing local business owners for the Economic Development Division's Business Retention/Expansion Program. Louis Morales Tierra West Advisors, Inc—Sr. Associate- 2006 Advising clients on Redevelopment, Economic Development, Planning/Zoning, and Special Studies in connection with Community Development Provides staff support at the executive levels. Education California Polytechnic University,Pomona Rosenow Spevacek Croup —Associate—2005 to 2006 Bachelor of Science B.S. in Urban& Served as Project Manager for clients requiring services that merge Regional Planning planning and redevelopment activities and components. Advised Public Agencies on Recycling and water discharge programs. Advised public California State University, Los:Angeles and private sector clients on negotiating packages for residential and Public Administration/General Studies commercial developments which included project design. Provided staff support at the executive level in all facets of Community Development. California State University, Long Beach Provided assistance in General Plan updates and adoptions, CEQA Industrial Technology(Construction process and review,and Zoning Ordinance Amendments. Management) - - City ofLynwood-Director—1989 to 2005 ELAC Associate of Arts/Architecture Served as Community Development Director overseeing five (5) divisions Redevelopment,Planning,Building&Safety,Housing(CDBG Bilingual in Spanish & HOME), and Code Enforcement Served as the City's Building Official and chaired the Site Pan Review Committee bringing extensive knowledge in the field of construction and building design. Served as the ' City's first Redevelopment Director and managed and negotiated all redevelopment activities for the City for more than fifteen (15) years. Negotiated over 600,000 sq. R of retail projects, led in the development -i of over 500 Single-Family units with varied levels of affordability utilizing 20%set-aside and HOME funds. Served in capacity of Planning Manager,Redevelopment Manager, and Deputy Director of Community Development during sixteen-year tenure with the City. - City of Huntington Park — Assistant Planner — 1988 to 1989 i Provided assistance on zoning mattes and reviewed projects for code compliance. Conducted field inspections in connection with proposed i projects. Through the entitlement process prepared and presented staff reports to the Planning Commission and City Council. Prepared CEQA documents and tended to the public both at the counter and through - i phone inquiries. Robert Lauder Architects —Project Coordinator/Designer- 1987-1988 Provided project management from design to construction. Made periodic site visits and inspections during construction phase for both commercial and residential projects. Worked on budgets with clients to detemrine the scope of the project and represented clients through the entitlement process. i i t ©E �Pi pEQ Tierra West Advisors.Inc.—Senior Analyst Provide project management duties for redevelopment agencies. Analyze affordable housing projects including negotiations with developers, Education proforma and affordability gap analysis, and site selection. Work with clients to acquire sites and coordinate relocation activities. Assist in Master of Arts, Public Policy developing housing programs and projects for clients. Assist in the Claremont Graduate University development of reuse analysis and summary reports; economic development strategies and redevelopment plans. Draft staff reports, resolutions, Bachelor of Arts ordinances, public hearing notices, and all other related City, County, or Political Science and special district documents. International Development Studies University of California,Los City of Riverside-Housing Coordinator—2007 Angeles Managed affordable housing projects including negotiations with developers, proforma and affordability gap analysis, and site selection. and Biliterate Worked with staff to coordinate acquisitions and legal agreements. Assisted Bilingual English Spanish in creating and managing a housing strategy using the City's housing set- aside and HOME funds. Rosenow Spevacek Group-Santa Ana,CA -Analyst 2005-2006 Primary responsibilities include collection and evaluation of project related data, report preparation, tax increment revenue analysis, assisting in redevelopment plan adoptions and amendments, field surveys and the formulation of public revenue projections. Worked directly with a Director to analyze the economic feasibility of affordable, 200+ units, multrfarnily housing projects on behalf of clients, including student housing. Worked independently in preparing relocation estimates during acquisition, commercial real estate economic feasibility analysis and real state development pro formas. Southern California Housing Development Corporation (SoCal Housing)-Rancho Cucamonga,CA-Development Associate 2002- 2006 Successfully managed a multi-year HUD, Supportive Housing Program (SHP) grant. Prepared and successfully received CDBG grants from five cities in the Inland Empire and High Desert for social programs at different affordable housing communities. Monitored programs supported by CDBG funds, including adult career services and after school programs at five affordable housing communities. Supervised and coordinated eight community based organizations that provided a variety of social services at a 300+ unit, multi-family, affordable housing communities. Acted as the community liaison for the developer at community meetings giving presentations about the project's status as the developer moved forward with more acquisition and relocation of families. I collaborated with the Hope Through Housing Foundation, the fundraising arm of SoCal Housing, writing grants to major foundations, working closely with major donors, headed the annual fundraising gala committee, and assisted in managing a budget of over$1 million. i i Litiana Monge Tierra West Advisors,Inc—.Analyst Assist with project management duties for redevelopment projects. Education Work with clients to acquire sites and coordinate relocation activities. Draft staff reports,resolutions,ordinances,public hearing notices, and Bachelor of Arts all other related City,County,or special district documents. Biology Wellesley College, Wellesley MA MySoCalListings.com/Keller Williams Realty—Santa Fe Springs, UCLA Extension CA—Real Estate Consultant-May 2005—July 2007 Arugus&Spreadsheet Programs;f°r Design and implement marketing campaigns to generate and maintain Commercial Rea]Estate Analysis commercial and residential accounts. Coordinate purchase and sale Cerritos College transactions with escrow, title companies, outside brokers and City Accounting departments to ensure transactions close according to contract. Develop relationships with local developers and retailers in Los UCLA Riordan Fellow 2000 Angeles County. Attend local City Council meetings to stay abreast of zoning changes and communicate any pertinent updates to local License builders and developers. Research and disseminate information about financing options offered by the Califomia Housing Finance Agency California Department of Real Estate and mortgage banks to home buyers. Hold team members Licensee Since 2002 accountable for meeting specific revenue,sales and expense targets. Memberships i Adobe Real Estate and Lending,Inc.—West Covina,CA- Mortgage Loan Consultant—April 2004—April 2005 Member of the Urban Land Insatiate, Responsible for originating mortgage loans for purchase and refinance A Better Chance Alumni Association & Wellesley College Alumni i transactions. Develop business relationships with real estate agents Association i and builders. Coordinate residential purchase transactions with escrow, real estate agents, title companies and underwriting staff to Skills ensure financing is available by specific timelines. Communicate systematically with client base to generate additional business and support current accounts. Bilingual and Biliterate English/Spanish i International Mortgage Corporation,Inc. —West Covina, CA- Mortgage Loan Consultant— September 2003-March 2004 Originate mortgage loans for purchase and refinance transactions. i Visit new housing developments to establish relationships with local builders. Coordinate residential purchase transactions with escrow, real estate agents, title companies and underwriting staff within specific timelines. Educate builders and real estate agents about various mortgage options available to home buyers i i 1 Jesse Sauced® Tierra West_Advisors.Inc.—Analyst Assist in the development of impact reports and pro forma analysis; EDUCATION economic development plans. Draft staff reports, resolutions, ordinances, public hearing notices, and all other related City, County, or special district documents. Master of Public Administration Office of Congresswoman Grace Napo€itano Candidate May 2008 Field Representative/Veterans Liaison—2004-2006 University of Southern California Represented Congresswoman at various community events, city council and school board meetings. Responsible for constituent casework, Bachelor of Arts including but not limited to local military veterans. Coordinated annual Political Science Military Academy Day and assisted in selection of Congressional Boston University, May 2000 nominees. Established and maintain relationships with district veterans and health advisory committees, elected officials, and other Madrid Internship Program representatives from the public,private, and nonprofit sectors Research Intern, BANCOM= (Commercial Office of Mexican Office of California Secretary of State Kevin Shelley Embassy) Field RepresentativeNoter Outreach Coordinator-2003-2004 Boston University, International histitute,Madrid, Spain Organized and promoted the My Vote Counts initiative, a nonpartisan voter outreach effort to promote participation through community-based organizations, mass media and the Internet. Assisted counties in identifying bilingual poll workers and the need for translation of outreach materials. Congressional Hispanic Caucus Institute(CHCI) Programs Manager 2002-2003 Created and managed the tra n ng and development of the program participants in both the summer internship and fellowship programs. Prepared, reviewed and scored each application submitted in the selection of program participants. Served as primary mentor for thirty summer interns and twenty graduate student Fellows. Coordinated CHCI's Issues Conference (attendance of 700 participants), Fiesta de Golf Charity Tournament (raised $200,000) and all other CHCI receptions; including managing thirty volunteers.Edited CHCI's Policy Recommendations—the byproduct of the Issues Conference providing formal public policy recommendations to Members of Congress. Office of Senator Edward IYL Kennedy Legislative Intern 2000 Drafted residency correspondence for U.S. Ambassadors on behalf of constituency. Monitored constituent immigration case-work and interpreted for Spanish-speaking constituents. i SZLVestre NQJerca Tierra West Advisors,Inc.—Research Assistant I . Assist in the development of tax increment projection tables. EDUCATION j Conduct research analysis for special client projects. Draft staff reports, resolutions, ordinances, public hearing notices, Bachelor of Arts and all other related City, County, or special district Business Administration-Emphasis documents. Has provided such services for the cities of . in Finance tArtesia,Azusa and Rancho Palos Verdes. i California State University Fullerton Orange County Transportation Authority—2004-2006 Associate of Arts ! Liberal Arts Prepare and present comment (complaint) analysis to the Santa Ana College Executive Director of External Affairs on a monthly basis. Problem solving, leadership, and communication skills are I some of the qualities developed from my experience as customer relations representative. i 1 i { i I I 1 9 i I i t 1 { i l i Alexandra Bassanetti Tierra West Advisors, Inc — Office Administrator/Real Estate Technician Primary responsibilities include managing office duties, tracking invoices, recieveables, utilites, office supplies and manage general book keeping. Support services will also include the preparation of real estate documentation,real property investigation and title report review. Southland Title Corporation - Supervisor—2001 —2006 Primary responsibilities include supervision of the Farms Department, Open Orders Department,and Web Specialist.Assistant to the Los Angeles County Sales Manager. Worked on Projects for Sales Manager. Researched new programs and format for Land America offices statewide. Set up appointments and training classes for all Southland Offices.Created templates for monthly reports for all LandAmerica offices. Researched all projects for Farms. Took on projects for Top Producer sales reps. Went out to offices to manage big presentations. Montrose Travel-Lead Agent—2000—2001 "Top Gun" sales agcnL Lead Agent for morning shift. Dealt with problem and irate customer.Managed all sales reports and ticketing issues. Managed vacation and overtime for agents. YMCA Catalina Island- Head Water Front Director — 1998 to 2000 Organized camps and activities for over 300 people at a time. Head lifeguard. Assisted Camp Director with organizing camp dates and schedules, billing costs,activities etc. tJ0FG ;yI g' + + ;r Cg4FOR�P AGENCY AGENDA ITEM TO: THE HONORABLE CHAIRMAN AND MEMBERS OF THE AGENCY BOARD FROM: KURT CHRISTIANSEN, ECONOMIC AND COMMUNITY DEVELOPMENT DIRECTOR VIA: F. M. DELACH, EXECUTIVE DIRECTOR/ktk,9 DATE: FEBRUARY 17, 2009 SUBJECT: SPECIFICATION APPROVAL TO THE REMEDIATION, ABATEMENT AND DEMOLITION BID FOR THE REMOVAL OF SUBSURFACE SOIL, LEAD-BASE PAINT/ASBESTOS AND DEMOLITION OF 4 VACANT STRUCTURES, ONE BILLBOARD STRUCTURE, THE FORMER RANCH MARKET PARKING LOT AND OTHER SUBSURFACE PARKING AREAS LOCATED ON THE PROPOSED TARGET PROJECT SITE (APN# 8608-024-900, 902, 903 and 904) RECOMMENDATION It is recommended that the Agency Board approve the bid and specification packet for 1)the remediation of subsurface soil,removal of lead-base paint/asbestos and demolition of:4 vacant commercial structures, one billboard structure,the former Ranch Market parking lot and other subsurface parking areas located on the proposed Target project site; and 2) authorize advertisement of the bid. BACKGROUND. On February 6, 2007, the Agency Board entered into a Letter of Intent with Target Corporation for the development of a Target Store at 809 N. Azusa Avenue. The proposed Target was to be an"urban style" Target designed to serve as a downtown department store anchor. On July 23, 2008, the Planning Commission found that the sale of the Target Site is in conformance with the General Plan. On September 2, 2008 the City Council held a second reading of the zoning ordinances and adopted the resolutions approving the Target development project. On December 15, 2008, the City Council approved a Development and Disposition Agreement with Target Corporation. DEMOLITION We are now requesting authorization to release a bid and specification packet for the remediation of arsenic impacted subsurface soil,removal of lead-base paint/asbestos and demolition of one billboard,4 vacant commercial structures (APN# 8608-024-900, 902, 903 and 904), and the former Ranch Market parking lot and other subsurface parking areas located on the proposed Target project site. The Honorable Chairman and Members of the Agency Board Subject:Target Project Demo Bid Specs February 17, 2009 Page 2 The Subject Property(Site)is currently comprised of parcels totaling approximately 4.1 acres. The Site is generally bordered by Azusa Avenue on the east,Ninth Street on the north,San Gabriel Avenue on the west and the Metro Gold Line Foothill Extension right-of-way on the south. The Site is currently developed with one billboard, 4 vacant commercial (47,646 sq ft) buildings along with paved parking areas. The Ranch Market was the last remaining tenant on the site and has vacated the premises. The Site contains minimal landscaping in the surface parking areas. The parkways on Azusa Avenue and Ninth Street have existing small trees in tree wells. On San Gabriel Avenue, between Ninth Street and the Metro Gold Line Foothill Extension right-of-way,there are 10 Coast Live Oak trees; 7 large and 3 small. The specifications being presented to you for bid are the result of a Phase I and Phase II Environmental Site Assessment conducted by SCS Engineering, Inc. The site assessmentincluded a review of government regulatory agency records,the site history,the land use,historical photographs and a physical inspection of the subject structures. As a result of the Phase I and Phase I1 assessment at the subject project site, identification of arsenic was detected in shallow soils (1-3 feet below ground surface)that exceeded typical maximum background concentrations (10 to Ilmg/kg) found in California soils. Remediation and removal of arsenic-impacted soils (see attached specifications) is warranted to the subject structures: 1) 800-802 N. San Gabriel Avenue (APN#8606-024-904) 2) MTA Site (APN#8608-024-900) 3) 170 and 190 N. San Gabriel Avenue (APN#8606-024-903) In February 2009,Barr&Clark,the Agency's environmental asbestos testing consultant,performed lead- base paint/asbestos testing on all the structures located on the project site. The survey confirmed the presence of asbestos containing material(ACM)located on the subject structures. Lead-base paint(LBP) was also confirmed to exist within the structures. Prior to demolishing the structures,it will be necessary to abate and otherwise remediate asbestos and lead based paint identified on the structures. Agency staff will use the Phase I and II site assessment analysis conducted by SCS Engineering Inc., and Lead-Base Paint/Asbestos Inspection Report submitted by Barr and Clark to obtain bids from licensed remediation, abatement and demolition 'contractors to remediate and prepare the subject structures and other improvements on the site for demolition. Work includes remediation/removal of arsenic impacted subsurface soil, abatement of lead-base paint/asbestos, demolition and removal of 4 existing vacant commercial structures, one billboard structure, removal of the asphalt parking lot located on the former Ranch Market property and other subsurface parking areas,grading to the site level and clearing of the site. During the time of abatement, demolition services,and remediation services, a City-hired environmental consultant and City inspector will ensure proper work performance and handle daily contractual field issues. The City will enforce the contractor's requirement to provide adequate site security, implement dust control, air pollution prevention, and odor control;measures to prevent the creation of dust, air pollution, and odor during the period of operation. The site will be protected throughout the remediation, abatement and demolition process. A screened fence and gate will remain in place to ensure safe passage around the demolition area, and use of explosives will not be permitted for demolition. The contractor will be given a period of 120 working days to complete the remediation/removal of arsenic impacted subsurface soil,removal of lead-base paint/asbestos and demolition/removal of one billboard,4 vacant commercial structures(APN# The Honorable Chairman and Members of the!Agency Board - Subject:Target Project Demo Bid Specs February 17,2009 Page 3 8608-024-900,902,903 and 904)the former Ranch Market parking lot and other subsurface parking areas located on the site. The contractor will need to meet all the required federal, state, and local requirements, including Cal OSHA and AQMD as designated in the project specifications. The project will be subject to prevailing wage requirements. The remediation, abatement and demolition bid will be advertised and awarded after bids are received,reviewed and the closing period has ended. The demolition work is necessary in order to prepare the site for the construction of the Target Store project. The specifications and bid packets have been prepared by City staff. This project is subject to federal procurement and regulation guidelines. ENVIRONMENTAL REVIEW It is determined that the anticipated environmental impacts of the demolition project are not substantial enough to warrant additional environmental review. The demolition project as proposed would not result in any new significant impacts or substantially increase the severity of significant impacts previously identified in the EIR for the General Plan and Development Code. The Addendum to the General Plan and Development Code EIR for this project was adopted on May 1,2006. The Notice of Determination (NOD) was subsequently filed with the County of Los Angeles on August 8, 2008 for the Target Store Development Project. FISCAL IMPACT: The cost of the project has been budgeted in the FY 2008/09 Agency budget. The actual cost will be determined through the bidding process once bids have been submitted, documented and verified for appropriate licenses, certificates and documentation. Prepared by S. Benavides Attachments: 1) Bid and Specification Package KC: SB i f EXHIBIT A DURING SITE REMEDIATION — AGENCY'S ON-SITE CONSULTANT During the site remediation/removal of contaminated soil, contractor will work the City's retained consultant SCS Engineers to conduct on—site visits and ensure that proper remediation is being conducted under State and Federal requirements. The following tasks will be required of SCS Engineers: 1. SCS to conduct a minimum of 4 on-site visits during the remediation process to ensure the required site remediation is taking place accordingly as required by law. During on-site visits, SCS is to contact city personnel to meet at the site during the on-site visit. 2. Submittal of weekly progress reports to the city once the implementation of the Site Remediation begins. 3. SCS to submit the final close out report to the County of Los Angeles and ensure closeout report is approved. FINAL REMEDIATION REPORT Prior to final approval of a site cleanup, a Final Remediation Report on the work performed by SCS Engineers must be submitted to the City for final review. The Final Remediation Report should be a summary of actions taken in the process of remediation and the site description requirements followed through site assessment. In addition, the following items must be addressed. (Reports that do not follow this format will be rejected.) 1. Variations From .Initial Remediation Work Plan Identify all unexpected conditions encountered or variances from the actions proposed in the initial remediation report. Provide logs of all new borings and wells. i 2. Excavated Materials Show limits of each earth material removal in plan view and cross-section. Provide documentation that soil removed from the site was properly manifested and transported to @:licensed facility for disposal. 3. Post- Remediation a. Verification of site remediation via soil verification sampling and analysis for arsenic. In-place concentrations of arsenic must meet cleanup goals established by the Los Angeles County Fire Department— Site Mitigation or Regional Screening Levels (RSLs) established by the EPA Region IX. b. Submit a Post -Remediation Monitoring Plan for residual contamination i (applicable when cleanup levels have not been achieved). This is unlikely to be the scenario for the site. SCS recommends this be removed from the document. 4. Attach laboratory results for all confirmation samples with chain of custody. 5. Findings and conclusions showing completeness of work. 6. Justification for findings and conclusions. I SITE REMEDIATION GUIDELINES Prior to conducting any on-site remedial action/removal of contaminated soil, an Initial Site Remediation Work Plan must be submitted to the City of Azusa Building and/or Engineering Department for review. Upon completion of remediation, a Final Site Remediation Report with recommendations, findings and conclusions must be submitted to the City for proper closure of the project. If the City's retained Environmental consultant determines that corrective action goals have been met, as specified in the Site Remediation Work Plan, a "Notice of Completion" letter will be issued by the City of Azusa Redevelopment Agency. The City's Environmental consultant will be responsible to file the appropriate closure Report with the Los Angeles County Office. Please refer to attached Exhibit A —Agency's Hired Consultant Scope of Work The following documents must be submitted: A. Initial Site Remediation.Work Plan/Corrective Action Plan with Proof of Qualifications and appropriate remediation California State Licenses. PROOF OF QUALIFICATION* • Demonstrate adequate experience in performing Site Remediation. • Document appropriate education and professional certification in your area of expertise. • List the equipment required to conduct the remediation to the site. • Provide a copy of a current State Required Hazmat License, required training certificate and City Business License and other licenses deemed appropriate to complete the remediation to the site. Documentation of Health and safety training program for employees including 40- hour training, 8-hour annual refreshers, supervisor training, etc. Contractor should/must demonstrate a Worksman's Compensation Experience Modification Rating (EMR) of 1.0 or less. • Proof of Qualification will be kept on file for one year by City of Azusa Redevelopment Agency. Any person, firm or corporation involved in the cleanup of P p hazardous materials must be licensed and qualified to do the work. They must have experience in site remediation/removal of hazardous materials or contaminated soil. Remediation contactor should be familiar with State and Federal regulations as it pertains to site investigation and remediation projects. Should be able to develop appropriate clean up goals for soil and ground water and interact with the regulatory agencies for approval. The Initial Workplan/Report must be signed by the City's Building Official and City Engineer. PLEASE NOTE: All licenses/certificates will be verified to ensure that all licenses and appropriate training is in compliance as required by law.. s i i I I CITY OF AZUSA COUNTY OF LOS ANGELES, STATE OF CALIFORNIA NOTICE OF INVITING BIDS DEMOLITION, ABATEMENT,AND REMEDIATION TARGET PROJECT SITE PROJECT # 505825 Notice is hereby given that sealed bid proposals are being requested for the DEMOLITION, ABATEMENT, REMEDIATION AND OF TARGET PROJECT SITE with removal of lead- base paint and asbestos containing material for 4 one-story commercial structures (809 N. Azusa, 800 - 802 N. San Gabriel and 110 — 190 W. 9th Street), 1 billboard structure, and other parking lot improvements and the removal of arsenic-impacted soils at 800-802 N. San Gabriel Avenue and MTA Site (APN 8608-024-900) owned by the City of Azusa Redevelopment Agency within the proposed project site. The project site is bounded by Azusa Avenue on the East, San Gabriel Avenue west, and 91h Street on the north. Bid Packets Bid packages may be examined without charge at the City of Azusa Redevelopment Agency, 213 East Foothill Blvd., Azusa, office hours: 7:00 a.m. to 5:30 p.m., (Closed on Friday's). Complete sets may be obtained in the same office, at a charge of $48.00 (non-refundable) for each set. A charge of$10.00 (non-refundable)will be charged for mailing each set. Bid Submittal Date Bid proposals are due by 10:00 a.m. on Monday, March 9, 2009, in the office of the City Clerk of Azusa, City Hall 213 E. Foothill Blvd., at which time and place, as designated by the City Clerk, all bids thus far received will be publicly opened and declared. Bid envelopes must have clearly indicated on the face: "DEMOLITION, ABATEMENT AND REMEDIATION OF THE TARGET PROJECT SITE". Mandatory Job Walk A mandatory job walk of the site is scheduled for Thursday, February 26, 2009, at 8:00 a.m. The site is located at North-East Corner of Azusa/91h Street, Azusa, California 91702. No bid proposal will be accepted from any contractor unless present at the job walk. Before bidding on the work, the Contractor will make a careful investigation of the site and be thoroughly familiar with requirements of the contract. By the act of submitting a bid for the work requested in this bid package, the contractor is deemed to have made such study and investigation, and is familiar with and accepts the conditions of the site. Action will be taken on these bids by the Azusa City Council at its regular meeting, on Monday, March 16 2009 at 7:30 .m. in the Council Chambers,s, City Hall, 213 E. Foothill Blvd., Azusa, CA 91702. The Council reserves the right to reject or award any and/or all bids, or parts thereof, and to waive any informality in such bids. /sNera Mendoza, City Clerk, City of Azusa Published San Gabriel Tribune: February 20 2009 1 CITY OF AZUSA REDEVELOPMENT AGENCY Demolition Abatement arid Remediation of the Target Project Site bounded by Azusa Avenue to the east, W. 9`h St. to the north, San Gabriel Avenue to the west and the MTA to the south. i ! TABLE OF CONTENTS PART I- BIDDERS INFORMATION 1.01 Description of Work Page 4 1.02 General Requirements Page 10 1 1.03 Project Procedures Page 12 1.04 Submittals Page 13 1.05 Quality Assurance Page 14 1.06 Personal Protection Page 16 iI 1.07 References Page 16 I PART II-BIDDERS INSTRUCTION AND FORMS f The Bid Proposal Contents Page 19 Total Lump Sum Amount Page 20 i Bid Modifications Page 21 Informatiojn Required of Bidder Form Page 22 1 Contractoris License Declaration Page 23 List of Subcontractors Form Page 24 i Bid Bond Form Page 25 Faithful Performance Bond Page 26 Labor and i Material Bond Page 27 Sample Shirt-Form Construction Contract Page 29 PART III- BIDDERS EXHIBITS Site Remediation Guidelines CD Format j i 2 Lead-Base Paint Inspection CD Format Asbestos Containing Materials Survey CD Format Phase I & II CD Format Remediation Action Plan CD'Format 3 I { 1 PART I - BIDDERS INFORMATION 1.01 DESCRIPTION11OF WORK Following is a general description of the main items of work to be accomplished. Please read the exact specifications for a complete understanding of the project scope. Bidders are required to inspect the site at least at the Mandatory Job Walk to determine all items to be removed and the necessary grading work and to verify any details that are important to this bid. The Agency does not represent the accuracy of any of the site information. Note. The work items to be performed occur on that certain real property situated in the State of California, County of Los Angeles, City. of Azusa, and more particularly descirlbed as follows: r APN# 8608-024-900, 902, 903, 904 Attachments Exhibit A-1 ("Demolition Site"). i The project involves the demolition of 4 one-story commercial structures (110-190 W. 9h St., 809 N. Azusa Ave., 800-802 N. San Gabriel Ave.) two parking lots, one billboard, and other improvements owned by the City of Azusa Redevelopment Agency within the Target project site. The demolition will also include demolition and the removal of lead- base paint and asbestos containing materials, identified in the attached reports titled "Lead-Base Paint Inspection"; "Asbestos Containing Materials Survey'; and "Remediation and i Removal of Arsenic-Impacted Subsurface Soils". Demolition work Ito be performed consists of the demolition of 4 commercial structures, one bill board, paved parking areas, site clearance, disposal, and filling of any holes resulting from the demolition of surface improvements existing in the parking lot or any area of the project. The work shall consist of, but is not limited to: • All structures, walls, slabs, paving, foundations/footings, fences, shrubs, asphalt paving, vegetation, plant material, trees, tree stumps, and all other improvements shall be demolished and removed. Contractor to abandon existing water services from water main. Contractor is required to fence and secure entire project site. • Remediation of subsurface soil contamination as documented in "Remediation Action Plan" on attached Compact Disc (CD) shall be completed and authenticated by SCS Engineers. Please review "Site Remediation Guidelines" attached on CD format for specific directions. • The site must be left free, graded, and clear of all debris, trash, buildings, other improvements and asphalt. Complete clearing of the site is required. The work will be performed and completed in a manner that will provide safety to the general public, and public and private property. The contractor is responsible for removal and disposal of the materials at the end of each day. Materials cannot be stored outside the' building overnight. i I i 4 DEMOLITION OF BUILDINGS A. PERMITS, PLANS and GENERAL REQUIREMENTS 1. PERMITS REQUIRED. A Demolition Permit must be obtained from the City of Azusa Building Division prior to the commencement of any portion of demolition. No person shall demolish any building or structure unless he/she has obtained a permit from the Building Division. A separate permit shall be obtained for each building or structure. The permit shall show the type of demolition procedure to be used. 2. GOVERNING CODES. All demolition work shall comply with the 2007 California Building Code and the Azusa Municipal Code. 3. TO WHOM ISSUED. Demolition permits must be obtained by a licensed wrecking contractor (Class C-21) or a general engineering contractor (Class A), provided that a notarized letter form the owner, or copy of the signed contract is provided, indicating that the contractor has been hired to perform the demolition. 4. PLANS AND SPECIFICATIONS REQUIRED. No permit for demolition work will be issued until satisfactory plans and procedures have been submitted to and approved by the Building Division. For one-or-two-family dwellings, a dimensioned plot plan on the application showing the location of buildings and distances from property lines will be satisfactory. All other buildings will require a plot plan and such additional plans and procedures as are necessary to show that the demolition work will be conducted without creating a hazardous condition. Some of the feature or conditions requiring additional detail plans and procedure are: a) Walls more than 20 feet in height from story to story. b) A basement within six feet of another building. c) Footings adjacent to, and extending below,the footings of another building. d) When the entire structure is not to be demolished. e) One or more party walls. f) When, in the opinion of the Building Official, some unusual feature exists or hazardous condition is created. g) Any pre-stressed or post-tensioned concrete structure. h) Any building with three or more stories. i) Any building for which a variance is being requested. Engineered plans and specifications must be provided for any of the following which may be involved: a) Protection of adjacent property. b) Pedestrian protection. c) Method and sequence of demolishing building. 5 d Shoring of hi walls. � e) Underpinning of adjacent footings. f) Required retaining walls. g) Anchorage and other details for party walls. h) Filling of basements. i) Thickness of remaining party walls. j) Demolition or structural features. k) Include a copy of the Storm Water Pollution Prevention Plans (SWPPP) approved by the City Engineer. 5. PRE-INSPECTION REQUIREMENT. A pre-inspection performed by a Building Inspector at the site of the proposed demolition will be required before a demolition permit may be issued. 6. LEGAL DESCRIPTION: Each application must contain the correct and complete legal description of the property. 7. CLEARANCES REQUIRED: Clearances from some or all of the following Divisions/Agencies will be required prior to issuance of demolition permit: a) City of Azusa Planning Division. b) City of Azusa Light & Water Department. c) City of Azusa Department of Public Works, Engineering Division. d) Los Angeles County Fire Department. e) Los Angeles County Department of Public Works (for UST's ). f) Southern California Air Quality Management District. g) Southern California Gas Company. h) OSHA clearance required for structure over 35 feet in height. 8. SPECIAL PERMITS. In all cases where a protection fence or canopy must be constructed in the public way or where barricading a street or portion thereof is necessary to comply with the instruction set forth herein, a "Encroachment Permit" shall be obtained from the Department of Public Works. This permit shall be obtained prioito issuance of a demolition permit. 9. PROTECTION OF PUBLIC WAY. Approval by the Department of Public Works shall be obtained prior to the issuance of a permit for any demolition work which removes the lateral support from a public way. The lateral support of a public way shall be considered to have been removed when a wall providing lateral support of a public way or any building elements that stabilize the wall are demolished. Contractor is to provide appropriate fencing, screening, and protection of all public right-of-way. In addition, a truck route/traffic control plan shall be approved by Public Works Engineering Department before the issuance of a Truck/Route Haul Permit can be issued. i i i , 6 10. PROTECTION FOR THE PUBLIC. Every City owned demolition site shall be barricaded in a manner that will prevent access by the general public. Details of the method of barricade shall be included in the demolition plans. Additionally, every City owned demolition site shall be provided with 24 hour security to prevent unauthorized access. The 24 hour security shall commence and terminate as determined by the City Building Official. 11. PROTECTION OF UTILITES. A substantial protective frame and boarding shall be built around and over every street lamp, power/utility pole, utility box, fire or police alarm box, fire hydrant, catch basin, and manhole that may be damaged by any work being done under the permit. This protection shall be maintained while such work is being done and shall not obstruct the normal functioning of the device. 12. MATERIALS RECYCLING. All materials resulting from demolition of buildings, foundations, driveways and paved surfaces, including soils excavated from property, shall be recycled to greatest extent possible or deposited in an inert landfill or mine reclamation pit permitted to accept such materials. B. INSPECTION 1. CALL FOR INSPECTION. Call for inspection must be made at least 24 hours before work is to be started. 2. PROTECTION DEVICE INSPECTION. All required protection devices must be in place and inspected and approved by the Building Inspector prior to starting any work. 3. APPROVED PLANS AND JOB CARD. The approved plans and job card must be posted on the job site. This card must be signed by the inspector approving the method of demolition before work is started. A separate approval signature is required for each demolition method used. If the method of demolition is to be changed during the course of the job, the inspector must be called and a new approval signature obtained before the new method is started. 4. SEWER CAP INSPECTION. When the sewer has been capped, it shall not be covered until an inspection has been made by the Building Inspector C. DEMOLITION PROCEDURES 1. STRUCTURAL MEMBERS. No structural member in any story shall be demolished or removed until the story immediately above is completely removed. 2. HANDLING OF MATERIALS. All materials shall be handled within the building area or within an area bounded by a barricade approved by the Building Official. Recyclable materials, including wood, metal products and inert waste, shall be separated and combined with like materials for purposes of recycling. 3. DUST CONTROL. Appropriate measures must be used to control dust within the demolition site. The prevention of dust shall be in accordance with the City of Azusa Municipal Code and all such measures must be approved by the City Engineer. 4. PROTECTION DEVICES. Barricades, protections fences, and protection canopies shall be approved and constructed in accordance with the California Building Code/and the Engineer of record design. All protective devices must be in place prior to commencing demolition. 5. HAND WRECKING. Hand wrecking methods may be used on any type of building, provided the required protection devices are installed and approved. Hand wrecking may include the use of any type of hand held tools. The use of small wheel mounted pneumatic tools will be permitted if first approved by the Building Inspector. 6. DOZER OR LOADER WRECKING. Dozer or loader wrecking shall not be used except on one or two story buildings with a maximum wall height of 24 feet. The building must be located a minimum distance from the public way and adjoining property at least equal to the maximum wall height of the building. EXCEPTION: For wood frame residential buildings, the required clearance may be reduced, provided reasonable safety precautions are taken. 7. CLAM SHELL WRECKING. Clam shell wrecking shall not be used unless the building is located a distance from the public way and adjoining property at least equal to one-half the maximum height of the building. The separation need not, however, exceed twice the maximum story height of the building. 8. CABLE WRECKING. "Cable Wrecking" shall include all wrecking methods using a cable, whether applied to a single wall or to an entire building. Cable wrecking will be allowed only in those cases where the building is located a distance from the public way and adjoining property greater than one and one-half times the maximum height of the building. Where cable wrecking is to be used on single wall, the clear distance required need not exceed twice the height of the wall being demolished. s 9. Prior to the issuance of a permit for cable wrecking, a detailed description of the method and sequence for'demolishing the building and the safety precautions to be taken shall be submitted to the Building Department for approval. 10. BALL WRECKING. Ball wrecking shall not be used unless the building is located a distance from the public way and adjoining property at least equal to one and one-half times the maximum height of the building. The separation need not, however, exceed 50 feet. I j 8 Prior to issuance of aermit for ball wrecking,g, the demolition contractor shall submit for approval to the Building pp u�ldmg Department a detailed description of the method and sequence for demolishing the building and the safety precautions to be taken 11. USE OF EXPLOSIVES. Explosives shall not be used in the demolition of a building. 12. EQUIVALENT PROTECTION. Deviations from the requirements specified above for the demolition of buildings or structures may be requested where conditions warrant and provided equivalent protection is furnished. This modification of requirements must be well detailed and requires an approval from the Building Division prior to commencement of demolition work. 13. APPLICATION FOR MODIFICATION. Before any request for deviations can be acted upon, an application for modification shall be filed with the Building Division. The application must be accompanied by an adequately detailed demolition plan and procedure of demolition. D. DANGEROUS CONDITIONS DURING DEMOLITION 1. Should a dangerous condition develop during the demolition of a structure, the demolition contractor shall immediately barricade the dangerous area, notify the Building Official and or City Engineer and take immediate steps to minimize the hazard. No further demolition work shall be done until approval to proceed is given by the Building Division. E. REMEDIATION Prior to receiving final inspection, all hazardous materials and contaminated subsurface soils must be removed from site and cleared by SCS Engineers. This third party will complete the L.A. County Closure Report. SCS Engineers estimate that between 700 and 750 tons of arsenic-impacted soils need to be removed from the property (refer to RAP on attached CD). 1. Remediation and removal of arsenic-impacted soil • 800-802 N. San Gabriel. Arsenic was detected in every sample at concentrations between 2.4 to 96 mg/kg. (Refer to Figure 2 of RAP on attached CD. • MTA Site (APN 8608-024-900) Shallow soil samples (at 1 and 3 feet below ground surface) at 21 locations at the MTA site were collected, 10 of which were found to contain arsenic. • 110-190 W. 9"St.. Two samples exhibited elevated concentrations of arsenic along the north side of tenant units 170 and 190 located along San Gabriel Avenue. NOTE: Prior to performing any grading related to remediation, contractor to obtain a grading permit from the City of Azusa Engineering Department. F. SOIL COMPACTION. 9 Prior to receiving final inspection, the entire site shall be graded and re-compacted to the satisfaction of the City Engineer. Compaction tests and fill placement must be completed under the supervision of a registered Soils or Civil Engineer. 1.02 GENERAL REQUIREMENTS A. The General Contractor must assume full responsibility for the site, and ensure the work of all subcontractors including their qualifications for their particular specialty. B. The General Contractor will be responsible for the security of the site until all work is completed. C. Contractor is to supply labor, materials, equipment, insurance, disposal and related work to remove the asbestos-containing materials as described. D. Contract is bid on a "lump sum" basis, however a cost break down showing separate cost for lead abatement, asbestos abatement and demolition must be provided with the bid proposal. E. Contractor has the responsibility to verify the type, size, location, and difficulty of all work prior to submitting a bid. F. Prior to commencing work,the contractor must obtain a City Business License. G. Prior to commencing work, the Contractor shall supply the City of Azusa Redevelopment Agency with copies of all required permits and notifications to regulatory agencies relating to this pr6ject. s H. Prior to commencing work, the Contactor shall supply proof that the Contractor, and any Subcontractor involved, is professionally qualified, certified, licensed, or accredited to perform their work. The Contractor and any subcontractor shall provide the following: 1. Contractors State License; 2. Certification for Asbestos Work by the State of Contractors Licensing Board; 3. Registration for Asbestos Work with the California Division of Safety and Health; 4. Credentials to perform response actions under the Asbestos Hazard Emergency Response!Act; 5. Current registration with the Office of Local Assistance (OLA) for all asbestos workers assigned to this project. 6. Evidence of training and qualification for lead-base paint removal as provided by the DHS Lead Poisoning Prevention Branch, Lead Related Construction Interim ? 10 Certification Guidelines, and as defined by HUD Guidelines, local law, and State law including California Code of Regulations, Title 8. I. Prior to commencing work, the Prime Contractor and any subcontractor shall indemnify and hold harmless the City of Azusa and the City of Azusa Redevelopment Agency (Agency) for claims, damages, losses, and expenses that occur as a result of all the work to be performed. This also includes attorney's fees arising out of, or resulting from any patent infringement concerning methods, procedures or uses of equipment in relation to the abetment work for this project. Please refer to 1.04F-Submittals. J. Fees, Permits, Licenses, and Notifications 1. The Contractor will ensure that the Abatement Contractor, if any, pays all licensing fees, royalties, and other costs necessary for the use of any copyrighted or patented product, design, invention, or processing the performance of the job specified in this Section. The Contractor will also ensure that the Abatement Contractor, if any, be solely responsible for the costs, damages or losses resulting from any infringement of theses patent rights or copyrights. The Contractor, and any Abatement Contractor shall hold the City and City of Azusa Redevelopment Agency harmless from any costs, damages, and losses resulting from any infringement of these patent rights or copyrights. If the work requires the use of any product, design, invention, or process that requires a licensing fee or royalty fee for the use in the performance of the job, the Abatement Contractor shall be responsible for the fee or royalty and shall disclose the existence of such rights. 2. Applications and Permits. The Contractor will ensure that the Abatement Contractor, if any, make all applicable and necessary notifications to relevant federal, state, and local authorities and shall obtain and comply with the provisions of all permits or applications required for the work requested, as well as make all required submittals required the aforementioned authorities. The Abatement Contractor shall indemnify the City of Azusa and the City of Azusa Redevelopment Agency from, and pay for all claims resulting from failure to adhere to these provisions. The costs for all permits, applications, and the like, are to be assumed by the Abatement Contractor. 3. The Contractor will also ensure that the Abatement Contractor, if any, be responsible for securing all necessary permits for all work required for the requested services, including hauling, removal, and disposal, fire, and materials usage, or any other permits required to perform the specified work. K. Notifications/Approvals Contractor and any subcontractors must provide, in a proper and timely fashion, all necessary notifications to relevant Federal, State and local authorities and obtain and comply with the provisions of all permits or applications required by the work specified, as well as make all required submittals required under those auspices. The Abatement Contractor shall indemnify the City of Azusa and the City of Azusa Redevelopment 11 Agency from, and pay for all claims resulting from, failure to adhere to these provisions. The costs for all permits, applications, and the like, are to be home by the Contractor. For each work site, the Abatement Contractor shall notify in writing the following agencies, five (5) days prior to the date abatement will begin and shall provide evidence of notifications to the City, in conformance with DHS Notification Form 8551, at the work site at all time at each entrance of work site five (5) days prior to the Work: a. Certification or Licensing State Agency b. Department of Public Health Childhood Lead Poisoning Prevention Program L. Prevailing Wages The Contractor is required to pay prevailing wages per the requirements of California Labor Code section 1770 et seq., including, without limitation S.B. 975, which requires the payment of prevailing wage rates and the performance of other requirements if it is determined that this Agreement constitutes a public works contract. It shall be the sole responsibility of the contractor to determine whether to pay prevailing wages for any or all work. 1.03 PROJECT PRO DCEDURES A. Prior to commencing work, the Contractor must prepare and submit a Work Plan for the demolition of the buildings, abatement of lead-base paint and asbestos containing material, and remediation of all contaminated subsurface soils. Topics to include are as follow: 1. General method and procedure for demolition. 2. General method and procedure for abatement of lead-base paint. 3. General method and procedure for abatement of asbestos. 4. General method and procedure for remediation of contaminated subsurface soils. 5. Security of site during performance of all work. 6. Protection of the general public during the performance of all work. 7. Temporary light, power, and water. 8. Capping of utilities 9. Drainage control. 10. Procedure for protection of adjoining properties. 11. Street sweeping and watering of areas in which lead abatement/demolition has occurred shall be cleaned daily to ensure appropriate maintenance. 12. Storage of equipment. 13. Proposed`.waste haulers to be used and their truck routes. (see 1.04j) 14. Plans for decontamination of workers and other hygiene facilities. 13. Standard 'procedures for protecting workers, visitors, and employees and protection of spaces.outside work area from contamination until completion of work. 12 B. Emergency Precautions and Procedures must be maintained at all times during the performance of all work. C. Upon completion of demolition work, Contractor must submit to the City a categorically itemized list of materials recycled along with the weight of materials recycled for each category. Categories must include at a minimum the following: (1) Wood, (2) Metals, (3) Inert Materials (cement, asphalt, rock, soil). 1.04 SUBMITTALS This section summarizes required submittals; however, the Contractor and any subcontractors are responsible for providing any documents that are required by regulating and overseeing authorities to be a part of the Client's (The City of Azusa Redevelopment Agency) project record. Two copies of the Submittals must be provided prior to starting any work. A. Copies of all required notifications Notification to public agencies. B. Submit copies of any other permits, licenses, manifest, or patents, which are required or will be used. C. A copy of permits issued for HEPA Filtration System(s) per South Coast Air Quality Management District(SCAQMD) permits. D. Copies of notifications to local Police, Fire, and Emergency Medical personnel. Notifications will be limited to those required by law. E. Copies of California Contractors License with Asbestos Certification issued by the State Contractors License Board and Department of Safety and Health Certificate of Registration for asbestos related work. F. Copy of General Liability Insurance Certificates from contractor and any subcontractors naming the City of Azusa and the City of Azusa Redevelopment Agency as additionally insured. G. Copy of the Contractor's formal written OSHA Respiratory Program including a description of each respirator type, fit testing procedures for passive air filtering type respirators. The respiratory protection program must conform to 29 CFR 1910.134(b), (d), (e) and (fl• H. Name, address, and telephone number of the environmental laboratory which will analyze Contractor's Personal Air Samples. I. List of proposed sub-contractors, if any, and proof of their appropriate qualifications. 13 i - J. List inert mine reclamation pits or landfills that will used for disposal of inert waste resulting from prbject. K. List proposed landfill for disposal of hazardous and non-hazardous asbestos waste, and copies of applicable licenses including State and Federal registration numbers. i L. Proof of license Ito use the specified system for asbestos containment and removal as covered under U.S. Patent No. 4604111 or written and sealed letter of indemnification which shall hold harmless the City of Azusa and the City of Azusa Redevelopment Agency from any;and all claims by the holder of said patent. M. A general schedule for the performance of the proposed work including project dates and work to be accomplished. Please include this schedule in the Project work Plan (see 1.03A) For information purposes, a sample short-form construction contract is provided. This is the contract that kill be used to retain the requested work. I i 1.05. QUALITY ASSURANCE I A. Qualification: Within ten(10) days of bid award, submit the following documents: 1. RegistratiL: Submit copy of the registration for Asbestos-Related Work from the Division of Occupational Safety and Health in accordance with Title 8, Article 2.5 of the California Code of Regulations. j B. Notifications, Communications and Postings: I 1. Submit copies of notifications to all 1.p appropriate Government agencies, including: a. Division of Occupational Safety and Health West Covina Office 1906 West Garrey Ave. So., Ste, 200 West Covina, CA 91790 (626)472-0046 Notification shall be in accordance with the Section 341.9 of Title 8 of California Code of Regulation. b. U.S. Environmental Protection Agency 75 iHawthorne St. San Francisco, CA 94105 Atn: Asb. NESHAPS Coordinator C. South Coast Air Quality Management District 21865 East Copely Drive Dimond Bar, CA 91765 i 1 1 14 d. Copies of Government Agency correspondence shall be included in the submittals. e. Certification or licensing state agency. f. Department of Public Health Childhood Lead Poisoning Prevention Program. 2. Before the commencement of any Work at the site, post bilingual (English and Spanish) EPA and CAL/OSHA caution signs in and around the Work Area to comply with EPA and OSHA regulations. C. Employee Exposure Monitoring: 1. Personnel monitoring and other monitoring which is required by law or considered necessary by the Contractor and performed by Contractor's Air Sampling Professional. 15 1 { 1.06 PERSONAL PROTECTION a A. Personal Protective Equipment shall comply with the requirements of 29 CFR 1910, Subpart I. 1 I D. Work clothes shall consist of fire retardant, disposable, full-body coveralls, head covers, boots, rubber gloves, and sneakers or equivalent in accordance with 29 CFR 1910.1101, and ANSIZ41. Secure sleeves at wrists and cuffs at ankles. E. Eye protection and hard hats shall be available as required by applicable safety regulations and shall conform to ANSI 87.1 and 89.1. F. Provide authorized visitors with suitable protective clothing, headgear, eye protection, respiratory equipment, and footwear. 1.07 REFERENCES 1 A. General-Codes, rl gulations and references applicable to the work requested include but are not limited to'the following: Asbestos Related 1. Americani{ National Standards Institute (ANSI) publications; Z9.2-2006 Fundamentals Governing the Design and operations of Local Exhaust Systems. Z87.1-2003 Occupational and Educational Eye and Face Protection. Z88.2-19912 Practices for Respiratory Protection. Z89.1-198,6 Requirements for Protective Headgear for Industrial Workers. Z41-19991 Personal Protection- Protective Footwear. I ' Z88.6-84 Respiratory Protection- Respiratory Use Physical Qualifications for Personnel. 2. American Society for Testing and Materials (ASTM) publications; D1331-89 Surface and Interfacial Tensions of Solutions of Surface Active Agents. 3. Code of Federal Regulations (CFR); 1 I I a i ! 16 29 CFR 1910, et. Al. Occupational Exposure to Asbestos; Final Rule 29 CFR 1910.12 Construction Work. 29 CFR 1910.20 General Safety and Health Provisions Access to Employee Exposure and Medical Records. 29 CFR 1910 Subpart 1, Personal Protective Equipment. 29 CFR 1910.145 Specifications of Accident Prevention Signs and Tags. 29 CFR 1910.1001 Asbestos. 34 CFR 231 Appendix C, Procedures for Containing and Removing Building Materials Containing Asbestos. 4. Compresses Gas Association, Inc.: G-7.1 Commodity Specifications for Air (1973). 5. National Fire Protection (NFPA): No. 70.1984 National Electrical Code. 6. UL 586-77 (R1982) Test Performance of High Efficiency Particulate Air Filter Units (June 10, 1977, 5w Ed.; Rev March 12, 1982). 7. National Institute for Occupation Safety and Health (NIOSH) N31, 3`d. Ed., Vol. 1 manual of Analytical Methods, Method 7400 Fibers. 8. U.S. Environmental Protection Agency (USEPA) Documents: EPA 530-SW-85-007 Asbestos Waste Management Guidance, May 1985. EPA 560/5-85-024 Guidance for Controlling Asbestos-Containing Material in Buildings, June 1985. EPA 600/4-85-049 Measuring Airborne Asbestos Following an Abatement Action,November 1985 EPA 560 OPTS-86.001 A Guide to Respiratory Protection for the Asbestos Abatement Industry, April 1986. 9. California Code of Regulations (CCR) 17 i Title 8, Article 2.5 Registration Asbestos-Related Work Section 341.6 through 341.14. 1 Title 8, Section 5208 General Industry Safety Orders, Asbestos Regulations. 1 Title 22, Division 4, Minimum Standards for Management of Hazardous and Extremely Hazardous Waste. 10. Local Air IPollution Control District Regulations: South Coast Air Quality Management District, Rule 1403 Lead-Base Paint Related 1. CalifornialCode of Regulations, Title 8. 2. Department of Housing &Urban Development (HUD): "Guidelines for the Evaluation and Control of Lead-Based Paint Hazards in Housing," dated June 1995, revised 1997. 3. Code of Federal Regulations (CFR) Publications: 29 CFR 1910.20 Access to Employee Exposure &Medical Records 29 CFR 1910.134 Respiratory Protection 29 CFR 1910.145 Specifications for Accident Prevention Sign& Tag 29 CFR 1910.1025 General Industry Standards-Lead 29 CFR 1910.1200 Hazard Communication 29 CFR 1926.55 Gases, Vapors, Fumes, Dusts & Mists 29 CFR 1926.62 Construction Standards—Lead 29 CFR 1926.200 Signs, Signals & Barricades 40 CFR 611 Subpart for Waste Manufacturing, Demolition 40 CFR 611.152 Standard for Waste Manufacturing, Demolition, { Spraying and Fabricating Operations 40 CFR 241 Guidelines for the Land Disposal of Solid Waste 40 CFR 2517 Criteria for Classification of Solid Waste 40 CFR 26'1 & 262 Waste Disposal Facilities & Practices 4. California Code of Regulations—General Industry Safety Orders (GISO) Section 1532.1 Lead Section 5216 Lead Regulations Section 5155 Airborne Contaminants 5. American I ational Standards Institute (ANSI) Publications; Z88.2-1992 Practices for Respiratory Protection Z87.1-2003 Eye Protection I 6. NationalInstitute of Occupational Safety & Health (NIOSH) Publications: Manual of Analytical Methods, 2"d Edition, Volume 1, Physical & Chemical Analysis Method (P&CAM) 18 7. Title 17, CCR, Div.1, Chapter 8 8. Title 22, CCR. PART II- BIDDERS INSTRUCTIONS AND FORMS I INSTRUCTIONS TO BIDDERS The bid proposal must be submitted by March 9th, 2009 by 5:30 p.m. Bid proposals will include the following information and attached forms: 1. Project name 2. Company name, street address, and telephone numbers (office and facsimile) 3. Authorized representative and title 4. Bid amount and a cost break down for a. Demolition Services b. Lead-base Paint Abatement C. Asbestos Abatement d. Remediation (please provide a separate cost item for each parcel) 5. Complete and submit the attached forms a. Total Lump Sum b. Bid Modifications C. Information Required of Bidder d. Contractors License Declaration e. List of Subcontractors f. Bid Bond Form g. Faithful Performance Bond h. Labor and Materials Bond The completed Proposal shall be enclosed in an envelope bearing the name of the bidder and name of the project. The proposal shall be delivered by the time and to the place stipulated in the Notice Inviting Bids. It is the bidder's responsibility to see that his/her proposal is received in proper time. Any proposal received after the scheduled closing time for receipt of proposals will be not be accepted and returned to the bidder. The proposal may be withdrawn by the bidder by means of a written request, signed by the bidder or his properly authorized representative. Such written request must be delivered to the place stipulated in the Notice Inviting Bids for receipt of proposals prior to the scheduled closing time for receipt of proposals. 19 1 For information regarding the project and bidding process, please contact Sandra Benavides Project Manager at (626) 812-5100 of The City of Azusa Redevelopment Agency. A. TOTAL LUMP SUM AMOUNT J TARGET PROJECT ITEM EST. j TOTAL LUMP NO. QTY. DESCRIPTION SUM AMOUNT 1 I Demolition iof existing building including the removal of lead-based $ paint and asbestos. 2 1 800-802 N. San Gabriel Ave. arsenic-contaminated subsurface soil $ removal. 31 MTA site (APN 8608-024-900) arsenic-contaminated subsurface $ soil removal. 4 1 110-190 W. 9th St. contaminated subsurface soil removal. $ I JJ� (TOTAL IN WORDS) 11 I TOTAL: $ The bidder shall provide a 10% contingency total on the bid for the potential change orders on the project. The City reserves the right to implement the use of this item or to delete it entirely. J (10% Contingency in Words) Bidders Initials NOTE: Please make sure to provide a remediation cost breakdown for each structure. i I 20 { B. BID MODIFICATIONS TARGET PROJECT SITE The City reserves the right to delete any bid item and increase or decrease the estimated quantities that will serve the City's best interest. It is understood that the foregoing quantities are approximate only and are solely for the purpose of facilitating the comparison of bids, and that the Contractor's compensation will be computed upon the basis of the actual quantities in the complete work, whether they be more of less than those shown. COMPANY TELEPHONE NO. BIDDER'S SIGNATURE i { G. INFORMATION REQUIRED OF BIDDER The bidder is required to supply the following information. Additional sheets may be attached if necessary. If requested by the City, the bidder shall furnish a notarized financial statement, references, and other information, sufficliently comprehensive to permit an appraisal of his/her current financial condition. 1. Address 2. Telephone Fes; 3. Type of Firm: Individual ( ) Partnership O Corporation( ) 4. Corporation organized under the laws of the State of 5. Contractor's License: State License No. 6. Contractor's License: Expiration Date 7. Tax Identification Numberil i 8. Names and Titles of all officers of the firm: i 9. Number of years of experience in projects of this type i 10. Three projects of this type, recently completed: I Nameand Telephone Number Contract Amount Type of Project Date Completed of Owner • t i 11. Person who inspected site of work for your firm: Date Inspected i 22 D. CONTRACTOR'S LICENSE DECLARATION (Business and Professions Code Section 7028.15) The undersigned declares that he or she is (Title) of (Bidder), (Company Name) 1. Contractor's License Number: State 2. Contractor's License Classification: 3. Expiration date of Contractor's License: 20 4. Bidder acknowledges that Section 7028.15(e) of the Business and Professions Code provides as follows: "A licensed contractor shall not submit a bid to a public agency unless his or her contractor's license appears clearly on the bid, the license expiration date is stated and the bid contains a statement that the representations therein are made under penalty of perjury. Any bid not containing this information, or a bid containing information which is subsequently proven false, shall be considered non-responsive and shall be rejected by the public agency." The undersigned declares under penalty of perjury that the forgoing is true and correct. Executed on , 20 , at (insert city and state where signed) Name of Company Typed Name Signature Title 23 1 i 1 1 { E. LIST OF SUBCONTRACTORS The Bidder is required to fu 1 ish the following information (in accordance with the provisions of Sections 4100 to 4114, inclusive of the Public Contract Code of the State of California and any amendments thereto) for each Subcontractor performing more than 0.5% of the Total Base Bid. Do not list alternative subcontractors for the same work. Name under Which Address & Telephone Specific Subcontractor License Number of Office, Work Description to be Licensed NI mber Mill or Shop Performed by Subcontractor �I if I 1 t 1 1 i l 1 Bidder's Initials l 24 1 F. BID BOND FORM KNOW ALL MEN BY THESE PRESENTS, That as Principal, and as Surety, are held and firmly bound unto the City of Azusa hereinafter called "City" in the sum of: dollars, (not less than 10 percent of the total amount of the bid) for the payment of which sum, well and truly to be made, we bind ourselves our heirs, executors, administrators, successors, and assigns,jointly and severally, firmly by these presents. WHEREAS, said Principal has submitted a bid to said City to perform all work required under the City's Specifications entitled: REDEVELOPMENT OF TARGET PROJECT SITE NOW THEREFORE, if said Principal is awarded a contract by said City, and, within the time and in the manner required under the heading "Instructions to Bidder's" bound with said Specifications, enters into a written contract on the form of Agreement bound with said Specifications and furnished the required insurance and required bonds,ds, one to guarantee faithful performance and the other touarantee payment of labor and materials then this . s obligation shall be null and void, otherwise it shall remain in full force and effect. In the event suit is brought upon this bond by said City and judgment is recovered, said Surety shall pay all costs incurred by said City in such suit, including a reasonable attorney's fee to be fixed by the court. Principal Surety By By Its Its By By Its Its Surety signatures on this bond must be acknowledged before notary publics, and a legally sufficient power of attorney must be attached to the bond to verify the authority of any party signing on behalf of a surety. 25 i I I G. FAITHFUL PERFORMANCE BOND KNOW ALL MEN BY THESE PRESENTS, That i as Contractor and as Surety, are held and finely bound unto the City of Azusa, hereinafter called "City" in the sum of: dollars, lawful money of the United States, said sum being not less than 100 percent of the total Contract amount, for the payment of which sum, well and truly to be made, we bind ourselves, our heirs, executors, and administrators, successors, and assigns, jointly and severally, firmly by these presents. WHEREAS, said Contractor has been awarded and is about to enter into the annexed agreement with said City to perform all work required under the City's Specifications entitled: REDEVELOPMENT OF TARGET SITE NOW, THEREFORE, if saidlContractor shall perform all the requirements of said agreement required to be performed on his part, at the times and in the manner specified herein and shall indemnify and save harmless the said City, its officers, employees and agents, as therein stipulated, then this obligation shall be null and void, otherwise it shall remain in full force and effect. PROVIDED, that any alterati ons in the work to be done or the materials to be furnished, which may be made pursuant to the terns of said Contract, shall not in any way release said Contractor or said Surety thereunder, nor shall any extensions of time granted under the provisions of said Contract release either said Contractor or said Surety, and notice of such alterations or extensions of the Contract is hereby waived by said Surety. j I In the event suit is brought upon this Bond by said City and judgment is recovered, (or settlement made which is favorable to City), said Surety shall pay all costs incurred by said City in such suit, including a reasonable attorney's fee to be fixed by the court. SIGNED AND SEALED. this day of Principal { Sure t By I By Its ( Its By By Its fI Its Surety's Phone I Address ALL SIGNATURES ON THIS BOND MUST BE ACKNOWLEDGED BEFORE NOTARY PUBLICS, AND A LEGALLY SUFFICIENT POWER OF ATTORNEY MUST BE ATTACHED TO THE BOND TO VERIFY THE AUTHORITY OF ANY PARTY SIGNING ON BEHALF OF A SURETY. I 26 { H. LABOR AND MATERIAL BOND KNOW ALL MEN BY THESE PRESENTS, That as Contractor, and as Surety, are held and firmly bound unto the City of Azusa, hereinafter called "City" in the sum of: dollars, lawful money of the United States, said sum being not less than 100 percent of the total Agreement/Contract amount, for the payment of which sum, well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors, and assigns,jointly and severally, firmly by these presents. WHEREAS, said Contractor has been awarded and is about to enter into the annexed contract with said City to perform all work required under the City's Specifications entitled: REDEVELOPMENT OF TARGET PROJECT THE CONDITION OF THE OBLIGATION IS SUCH THAT, if said Contractor or any of his Sub- contractors, fails to pay for any materials, equipment, or other supplies, or for rental of same used in connection with the performance of work contracted to be done or for work or labor thereon of any kind, or fails to pay any of the persons named in Section 3181, California Civil Code or amounts due under the Unemployment Insurance Code with respect to work or labor performed by any such claimant or for any amounts required to be deducted, withheld and paid to the Employment Developmental Department or its successor(s) from the work of employees of the Contractor and his Sub-contractors pursuant to Section 13020 of the Unemployment Insurance Code with respect to such work and labor and all other applicable laws of the State of California and rules and regulations of its agencies, then said Surety will pay for the same in an amount not exceeding the sum specified above. This bond shall inure to the benefit of any persons named in Section 3181 of said California Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this bond. This bond shall be subject to and include all of the consistent provisions of the Civil Code of the State of California relating to Payment Bonds for Public Works, including but not limited to Civil Code, Sections 3225-3226 and Section 3247-3252. PROVIDED, that any alterations in the work to be done or the materials to be furnished, which may be made pursuant to the terms of said Contract, shall not in any way release either said Contractor or said Surety thereunder, nor shall any extensions of time granted under the provisions of said Contract release either said Contractor or said Surety, and notice of such alterations or extensions of the Contract is hereby waived by said Surety. In the event suit is brought upon this bond by said City and judgment is recovered, (or settlement made which if favorable to City), said Surety shall pay all costs incurred by said City in such suit, including a reasonable attorney's fee to be fixed by the court. SIGNED AND SEALED, this day of 27 1 I i Principal I Surety BY li By i Its I Its BY I By Its I Its Surety's Phone Address ALL SIGNATURES ON THIS BOND MUST BE ACKNOWLEDGED BEFORE NOTARY PUBLICS, AND A LEGALLY SUFFICIENT POWER OF ATTORNEY MUST BE ATTACHED TO THE BOND TO VERIFY THE AUTHORITY OF ANY PARTY SIGNING ON BEHALF OF A SURETY. I I I 28 I CITY OF AZUSA SHORT-FORM CONSTRUCTION CONTRACT TARGET PROJECT SITE 1. PARTIES AND DATE. This Contract is made and entered into this _ day of 20_ 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, Azusa, California 91702-1295 ("City") and [—INSERT NAME_], a [_[INSERT TYPE OF ENTITY - CORPORATION, PARTNERSHIP, SOLE PROPRIETORSHIP OR OTHER LEGAL ENTITY]_] with its principal place of business at [_INSERT ADDRESS_] ("Contractor"). 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 City. 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 [_INSERT TYPE OF SERVICES_] 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 Project. City desires to engage Contractor to render such services for the [_INSERT NAME OF PROJECT_] ("Project") as set forth in this Contract: 2.4 Proiect Documents & Certifications. Contractor has obtained, and delivers concurrently herewith, [INSERT APPLICABLE PERFORMANCE BOND, PAYMENT BOND, INSURANCE DOCUMENTS AND OTHER CERTIFICATIONS] 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 therein, and attachments and addenda thereto: [_INSERT APPLICABLE DOCUMENTS_]. 3.2 Contractor's Basic Obligation; Scope 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 29 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 Scone 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 L_INSERT NUMBER OF CALENDAR OR WORKING DAYS_] 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 project 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 (_INSERT WRITTEN ; DOLLAR AMOUNT_] Dollars ($[_INSERT NUMERICAL DOLLAR AMOUNT_]) 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 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. 30 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 [_INSERT WRITTEN DOLLAR AMOUNT_] Dollars ($[_INSERT NUMERICAL DOLLAR AMOUNT_]) ("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 may be 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. 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 31 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) unsatisfactory prosecution 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 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. In 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 32 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 matterre ared or p p 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 by the 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 L_INSERT NAME OR TITLE_] 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 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 Interpretation. 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 Dama¢e. 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 33 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 (56/o) 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. 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: I 3.16.2.1 Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the followirig: (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'lAll Risk: Builders'/All Risk insurance covering for all risks of loss, including explosion, collapse, underground excavation and removal of lateral support (and including earthquakes and floods if requested by the City). i 34 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; (4) Builders'/All Risk: Completed value of the project; and (5) Contractors Environmental Liability Insurance: with limits of not less than one million dollars ($1,000,000) for each occurrence and an annual aggregate of two million dollars ($2,000,000) for all occurrences. 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 insured 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 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 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, 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. 35 i 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 of Insured: No Special Limitations. All insurance required by this Section shall contain standard separation of insured 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 architects, 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 [INCREASE IF NECESSARY - OTHERWISE LEAVE AS IS AND DELETE THIS NOTE] per occurrence. This insurance shall name the City, its directors, officials, officers, employees, agents and volunteers as additional and insured 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 A:VIII, 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 by a person authorized by that iAsurer 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. i 3.16.10 !Subcontractors. All subcontractors shall meet the requirements of this Section before commencing :Work. In addition, Contractor shall include all subcontractors as insured under its policies or shall fdmish 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 iPayment Bond. If required by law or otherwise specifically requested by City in Exhibit `B" attached;hereto and incorporated herein by reference, Contractor shall execute and 36 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 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. 3.17.3 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 AXIII 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. 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 37 I Project, as well as the telephone number of the local ambulance service, adjacent to all telephones at the Project site. 3.19 Varranty. 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 any portions 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 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 iLaws 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 Cal/OSHA 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. t j 38 i 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) unknown 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 conditiohs 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 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. 39 . I l l 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 a penalty of 525.00 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 proiisions 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. 1 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 r 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 theCartwright 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 r , without further acknowledgment by the Parties. I i 40 3.33 Notices. All notices hereunder and communications regarding inter- pretation 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 213 East Foothill Blvd. Azusa, CA 91702-1295 Attn: Sandra Benavides Attn: Any notice so given shall be considered received by the other Party 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. Contract. 3.35 Time of Essence. Time is of the essence in the performance of this 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 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 Attorneys' Fees. If either Party commences an action against the other Parry, 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. 41 1� 3.41 IClaims 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 sem. 3.42 ,Prohibited Interests. 3.42.1 Solicitation. Contractor maintains and warrants that it has not employed nor retained any company ori 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. 3.42.2 jConflict 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 1Certification of License. Contractor certifies that as of the date of execution of this Contract, Contractor has a current contractors 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 INSERT CONTRACTOR'S NAME] By: By: F. M. Delach [INSERT NAME] Executive Director { [INSERT TITLE] Attest: Attest: Agency Secretary [INSERT TITLE] Approved as to form: Classification of Contractor's License Best Best& Krieger LLP Agency Council j 1 1 42 {I 1 EXHIBIT "A" PLANS AND SPECIFICATIONS The following plans and specifications are incorporated into this Contract herein by.this reference: [INSERT GENERAL CONDITIONS/SPECIFICATIONS - INCORPORATE BY REFERENCE ANY NEEDED PLANS OR DRAWINGS] 43 1 I EXHIBIT "B" SPECIAL CONDITIONS [_INSERT SPECIAL CONDITIONS IF NECESSARY- OTHERWISE JUST INSERT "NOT APPLICABLE"_] i l i 1 1 a 44 I I 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. L_INSERT CONTRACTOR'S NAME_] By: [_INSERT NAME_] L_INSERT TITLE_j 45 C� W®r IFO AGENCY AGENDA ITEM TO: HONORABLE CHAIRPERSON AND AGENCY BOARD FROM: KURT CHRISTIANSEN,CONOMIC & COMMUNITY DEVELOPMENT DIRECTOR VIA: F.M. DELACH, EXECUTIVE DIRECTOR DATE: FEBRUARY 17, 2009 SUBJECT: EXCLUSIVE NEGOTIATION AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA AND LEWIS INVESTMENT COMPANY, LLC FOR THE DOWNTOWN NORTH REDEVELOPMENT PROJECT RECOMMENDATION It is recommended that the Agency Board approve the attached Exclusive Negotiation Agreement with Lewis Investment Company, LLC for the development of the Downtown North Redevelopment Project and authorize the Executive Director of the Agency to execute the Agreement. BACKGROUND The Site: The Redevelopment Agency of the City of Azusa ("Agency") intends to enter into an Exclusive Negotiation Agreement ("ENA") with Lewis Investment Company, LLC ("Lewis" or "Developer") for the development of a master planned civic and transit center oriented development entitled "Downtown North." The�roposed Downtown North Project is generally bounded by San Gabriel Avenue on the west, 6` Street on the south, 9th Street on the north and Pasadena Avenue on the east ("Site"). The Downtown North development site includes the City of Azusa Civic Center, proposed Target site and automotive related uses north of the Metropolitan Transportation Authority right- of-way. The site also currently includes the Block 36 and 37 sites as well as a variety of older i Honorable Chairperson&Agency Board Members - February 17, 2008 ENA with Lewis Investment Company Page 2 of 3 buildings in need of reinvestment. The Site consists of Agency-owned land, light industrial, and underutilized commercial properties. Redevelopment of these 'properties for a mixed use project will assist the Agency in its goal to revitalize the Merged Central Business District and West End Redevelopment Projects ("Project Area"), improve the housing supply in the Project Area and assist the City in revitalizing the downtown,to be a transit village that is prosperous, walkable, healthy and economically viable. i The Objective: The objective of the Agency is to redevelop Downtown North into a mixed use development comprised of retail, entertainment, outdoor dining, residential, office, a new public library and public events within a transit village design concept. THE EXCLUSIVE NEGOTIATION AGREEMENT (ENA) The ENA proposes that Ithe Agency and the Developer negotiate diligently and in good faith towards the goal of producing a mutually acceptable DDA. The Developer shall prepare and present to Agency staff and, subsequently, to the Agency governing body, for review, all of the following within one hundred twenty (120) days from the Effective Date: (a) A proposed complete conceptual development plan for the Project on the Property that describes and depicts: (1) the location and placement of proposed buildings and (2) the architecture and elevations of the proposed buildings; (b) Any proposed zoning change or changes to the City's General Plan, if any, necessary to accommodate the Project on the Property; (c) A proposed financing plan and pro forma identifying financing sources for the development of the Project on the Property; (d) Executed letters of intent with future tenants to lease no less than thirty percent (30%) of the gross leaseable area of the retail component of the Project; and (e) A preliminary financial analysis demonstrating the costs and benefits to the City and the Agency'regarding all construction, maintenance and operations of all proposed public improvements, the costs of additional or increased levels of public services and any new public revenues anticipated to be generated by the Project. (f) A list of potential users or tenants and anticipated lease rates and resale land prices for the Property, as developed with the Project; (g) A proposed time schedule and cost estimates for the development of the Project. i The ENA would be in effect for a one hundred and twenty (120) day period following the effective date of the ENA, and may be extended upon the mutual agreement of the Agency I i Honorable Chairperson&Agency Board Members February 17, 2008 ENA with Lewis Investment Company Page 3 of 3 Executive Director and the Developer for two (2) additional thirty (30) day periods. The ENA requires the Developer to pay a $15,000 non-refundable fee. FISCAL IMPACT All expenses incurred by the Developer for consultants retained by the Developer will be the sole responsibility of the Developer. The Developer is also responsible for paying all costs for the City/Agency to process any CEQA documentation. As described above, the ENA provides that the Developer will pay the Agency a non-refundable deposit of$15,000 to defray the Agency's costs. The exact other financial terms and conditions of the Downtown North project will be determined as part of the DDA negotiations process. Attachments 1. Exclusive Negotiation Agreement FINAL DRAFT February 12,2009 (2/12/09) REDEVELOPMENT AGENCY OF THE CITY OF AZUSA EXCLUSIVE NEGOTIATION AGREEMENT (LEWIS RETAIL) THIS EXCLUSIVEI NEGOTIATION AGREEMENT ("Agreement") is dated as of February 2009, for reference purposes only, and is entered into by and between the Redevelopment Agency of the City of Azusa, a public body corporate and politic ("Agency"), existing and acting pursuant to the California Community Redevelopment Law (Health and Safety Code Section 33000, et seq.) ("CRL"), and Lewis Investment Company, LLC, a California limited liability company("Developer"),to provide a specified period of time to attempt to negotiate a disposition and development agreement. The Agency and the Developer are sometimes referred to in this Agreement individually, as a "Party" and, collectively, as the "Parties." This Agreement is entered into by the Parties with reference to the following recited facts(each, a"Recital'): RECITALS A. The City of Azusa, California ("City"), approved and adopted the redevelopment plan ("Redevelopment Plan") for the redevelopment project area known as the "Downtown North Redevelopment Project Areal"covering a certain geographic area within the City("Project Area"); and B. The AgencyI has adopted owner participation rules ("OP Rules") and an implementation plan("Implementation Plan") for the Redevelopment Plan; and C. The Developer is in discussions with the Agency for the purpose of acquiring certain real property located within the Project Area as depicted graphically on Exhibit "A" attached to and incorporated into this Agreement by this reference("Property"); and D. The Developer has proposed the redevelopment of the Property as an urban retail project ("Project"), but the Project is still in the conceptual stage and subject to change and modification; and E. The intent If both the Agency and the Developer in entering into this Agreement is to establish a specific, limited period of time to negotiate regarding a future agreement between them governing the potential sale of the Property from the Agency to the Developer and the potential redevelopment of the Project on the Property by the Developer, all subject to mutually agreeable terms, conditions, covenants, restrictions and agreements to be negotiated and documented in the future (this future agreement is referred to in this Agreement as a"DDA"). NOW, THEREFO I, IN VIEW OF THE GOALS AND OBJECTIVES OF THE AGENCY RELATING TO THE IMPLEMENTATION OF THE REDEVELOPMENT PLAN AND THE PROMISES OF THE AGENCY AND THE DEVELOPER SET FORTH IN THIS AGREEMENT, THE AGENCY AND THE DEVELOPER LAGREE,AS FOLLOWS: 1. Incorporation of Recitals. The Recitals of fact set forth above are true and correct and are incorporated into this Agreement, in their entirety,by this reference. i i 2. Deposits. Concurrent with the Developer's execution of this Agreement, the Developer shall pay to the Agency a deposit in the amount of Fifteen Thousand Dollars ($15,000) in immediately available funds ("Initial Deposit") to ensure that the Developer will proceed diligently and in good faith to fulfill its obligations under this Agreement during the "Negotiation Period" (as defined in Section 3(a)), as part of the consideration for the Agency's agreement not to negotiate with other "Persons" 1 I FINAL DRAFT February 12,2009(2/12/09) during the Negotiation Period, and to defray certain costs of the Agency in pursuing the contemplated negotiations with the Developer during the Negotiation Period, pursuant to this Agreement. The Initial Deposit shall be fully earned by the Agency when made and shall be non-refundable to the Developer absent a default under this Agreement by the Agency. For purposes of this Agreement, the term "Person(s)" means any one or more individuals, partnerships (whether general or limited), limited liability companies, trusts, estates, associations, corporations, or any other entities recognized by law or custom. 3. Term of Agreement. (a) The rights and duties of the Agency and the Developer established by this Agreement shall commence on the first date on which all of the following have occurred (the "Effective Date"): (1) execution of this Agreement by the authorized representative(s) of the Developer and delivery of such executed Agreement to the Agency, (2) payment of the Initial Deposit to the Agency by the Developer, in accordance with Section 2, and (3) approval of this Agreement by the Agency governing body and execution of this Agreement by the authorized representative(s) of the Agency and delivery of such executed Agreement to the Developer. The Agency shall deliver a fully executed counterpart original of this Agreement to the Developer, within ten (10) calendar days following the Agency governing body's approval of this Agreement, if approved, and the execution of this Agreement by the authorized representative(s) of the Agency. This Agreement shall continue in effect for the period of one hundred twenty (120) consecutive calendar days immediately following the Effective Date ("Negotiation Period"). The Negotiation Period will be extended upon the mutual written agreement of the Agency's Executive Director and the Developer for no more then two (2) additional consecutive thirty (30) calendar day periods. Eligibility for said two (2) thirty (30) calendar day extensions will be predicated upon the Developer having submitted to the Agency copies of written purchase and sale agreements executed by Developer and the land owner ("Evidence of Site Control") for acquisition of at least two (2) of the ten (10) parcels within the Project Area not presently owned by the Agency and the Developer having executed letters of intent with prospective tenants for at least thirty (30%) of the gross leaseable area of the retail component of the Project. Notwithstanding the immediately preceding sentence, but subject to the immediately succeeding sentence, in no event shall the Negotiation Period exceed one hundred eighty (180) consecutive calendar days from the Effective Date. At the conclusion of the one hundred eighty (180)-day period, should the Developer provide evidence to the Agency that it has obtained an executive committee hearing/meeting date for the anchor retail tenant and Evidence of Site Control over four (4) of the ten (10) parcels within the Project Area not presently owned by the Agency, the Executive Director will recommend to the Agency Board an amendment to extend the term of the Negotiation Period to two hundred and forty(240) days. (b) This Agreement shall automatically expire and be of no further force or effect at the end of the Negotiation Period, unless,prior to that time, both the Agency and the Developer approve and execute a separate DDA acceptable to both the Agency and the Developer, in their respective sole and absolute discretion, in which case this Agreement will terminate on the effective date of such DDA. 4. Preparation and Presentation of Documents By Developer. The Developer shall prepare and present to Agency staff and, subsequently, to the Agency governing body, for review, all of the following within one hundred twenty(120)days from the Effective Date: 2 FINAL DRAFT February 12,2009 (2/12/09) f (a) A proposed complete conceptual development plan for the Project on the Property that describes and',depicts: (1) the location and placement of proposed buildings and (2) the architecture and elevations of the proposed buildings; (b) Developer shall have executed letters of intent with future tenants to lease no less than thirty percent (30%) of the gross leaseable area of the retail component of the Project; and I 5. Negotiation of DDA. During the Negotiation Period, the Agency and the Developer shall act diligently and in good faith to negotiate a DDA between them. The Agency and the Developer shall generally cooperate with each other and supply such documents and information as may be reasonably requested by theiother to facilitate the conduct of the negotiations. Both the Agency and the Developer shall exercise reasonable efforts to complete discussions relating to the terms and conditions of a DDA and such other matters, as may be mutually acceptable to both the Agency and the Developer, in their respective sole and absolute discretion. The exact terms and conditions of a DDA, if any, shall be determined during the course of these negotiations. Nothing in this Agreement shall be interpreted or construed to be a representation or agreement by either the Agency or the Developer that a mutually acceptable DDA will be produced from negotiations under this Agreement. Nothing in this Agreement shall impose any obligation;on either Party to agree to a definitive DDA in the future. Nothing in this Agreement shall be interpreted or construed to be a guaranty, warranty or representation that any proposed DDA that may be negotiated by Agency staff and the Developer will be approved by the Agency governing body. Tlic Developer acknowledges and agrees that the Agency's consideration of any DDA is subject to the sole and absolute discretion of the Agency governing body and all legally required public hearings, public meetings, notices, factual findings and other determinations required by law. 6. Restrictions Against Change in Ownership, Management and Control of Developer and Assignment of Agreement. (a) The qualifications and identity of the Developer and its principals are of particular concern to the Agency. It is because of these qualifications and identity that the Agency has entered into this Agreement with the Developer. During the Negotiation Period, no voluntary or involuntary successor-in-interest of the Developer shall acquire any rights or powers under this Agreement, except as provided in Section 6(c). (b) The Developer shall promptly notify the Agency in writing of any and all changes whatsoever in the"Control"(as defined in Section 6(c)) of the Developer. Upon the occurrence of any significant or material change, whether voluntary or involuntary, in the Control of the Developer (other than such changes occasioned by the death or incapacity of any individual) that has not been approved by the Agency, prior to the time of such change, the Agency may terminate this Agreement, without liability to the Developer or any other Person, by sending written notice of termination to the Developer,referencing this Section 6(b). (c) Except as provided in this Section 6, the Developer may not assign its rights under this Agreement without the prior express written consent of the Agency, such consent not to be unreasonably withheld, limited, conditioned, or delayed. No such consent shall be required if the Developer assigns its rights;under this Agreement to a subsidiary limited liability company in which the Developer holds more than;fifty percent (50%) of the voting interest ("Control"). Upon any permitted assignment by the Developer, the Developer and its assignee shall execute and deliver to the Agency such documentation as the Agency may reasonably require to reflect such assignment and the assignee's assumption of the Developer's obligations under this Agreement, and upon the execution and delivery of 3 FINAL DRAFT February 12,2009(2/12/09) such documentation, such assignee shall thereafter be deemed the "Developer under this Agreement for all purposes, and its assignor shall be released of all liability arising under this Agreement. 7. Developer Obligations to Review Draft Agreements and Attend Meetings. (a) During the Negotiation Period, the Developer shall diligently review and comment on drafts of a DDA prepared by the Agency's legal counsel and, if the terms and conditions of such a DDA are fully agreed upon between Agency staff and the Developer, submit the DDA executed by the authorized representative(s) of the Developer to the Agency Executive Director for submission to the Agency governing body for review and approval or disapproval. Any future DDA shall consist of terms and conditions acceptable to both the Developer and the Agency governing body, in their respective sole and absolute discretion. (b) During the Negotiation Period, the Developer shall also keep Agency staff advised on the progress of the Developer in performing its obligations under this Agreement, on a regular basis or as reasonably requested by Agency staff, including, without limitation, having one or more of the Developer's employees or consultants who are knowledgeable regarding this Agreement, the design and planning of the Project and the progress of negotiation of a DDA, such that such Person(s) can meaningfully respond to Agency and/or Agency staff questions regarding the progress of the design and planning of the Project or the negotiation of a DDA, attend both: (1) meetings every other week with Agency staff, as reasonably scheduled by Agency staff during the Negotiation Period (each, a "Meeting"), and (2) meetings of the Agency governing body, when reasonably requested to do so by Agency staff. 8. Developer to Pay All Costs and Expenses. All fees or expenses of appraisers, brokers, engineers, architects, financial consultants, legal, planning or other consultants or contractors, retained by the Developer for any appraisal, study, analysis, evaluation, report, schedule, estimate, environmental review, planning and/or design activities, drawings, specifications or other activity or matter relating to the Property or the Project or negotiation of a DDA that may be undertaken by the Developer during the Negotiation Period, pursuant to or in reliance upon this Agreement or in the Developer's discretion, regarding any matter relating to a DDA, the Property or the Project, shall be the sole responsibility of and undertaken at the sole cost and expense of the Developer and no such activity or matter shall be deemed to be undertaken for the benefit of, at the expense of or in reliance upon the Agency. The Developer shall also pay all fees, charges and costs, make all deposits and provide all bonds or other security associated with the submission to and processing by the City and/or the Agency of any and all applications and other documents and information to be submitted to the City and/or the Agency by the Developer pursuant to this Agreement or otherwise associated with the Project. The Agency shall also pay all fees, charges and costs, make all deposits associated with the California Environmental Quality Act documentation. The Agency shall not be obligated to pay or reimburse any expenses, fees, charges or costs incurred by the Developer in pursuit of any study, analysis, evaluation, report, schedule, estimate, environmental review, planning and/or design activities, drawings, specifications or other activity or matter relating to the Property or the Project or negotiation of a DDA that may be undertaken by the Developer during the Negotiation Period, whether or not this Agreement is, eventually, terminated or extended or a DDA is entered into between the Agency and the Developer, in the future. 9. Agency Not To Negotiate With Others. (a) During the Negotiation Period, the Agency and Agency staff shall not negotiate with any other Person regarding the sale or redevelopment of the Property. The term"negotiate,"as used in this Agreement, means and refers to engaging in any discussions with a Person other than the Developer, regardless of how initiated, with respect to that Person's redevelopment of the Property to the 4 FINAL DRAFT February 12, 2009 (2/12/09) i total or partial exclusion of the Developer from redeveloping the Property, without the Developer's prior express written consent, subject to the provisions of Section 9(b) and further provided that the Agency may receive and retain unsolicited offers regarding redevelopment of the Property, but the Agency shall neither negotiate with the proponent of any such offer during the Negotiation Period nor solicit any such non-Developer offers during!the Negotiation Period; provided, however,that the Agency may discuss the fact that the Agency is a party to this Agreement. (b) Implementation of the Redevelopment Plan shall be and remain in the sole and exclusive purview and discretion of the Agency. Nothing in this Agreement shall limit, prevent, restrict or inhibit the Agency from providing any information in its possession or control that would customarily be furnished to Persons requesting information from the Agency concerning the Agency's activities, goals, matters of a similar nature relating to implementation of the Redevelopment Plan or as required by law to be disclosed,upon request or otherwise. i (c) The!Developer acknowledges and agrees that the Agency has certain obligations pursuant to CRL, the Redevelopment Plan, the Implementation Plan and the OP Rules to solicit and consider proposals from owners of real property located within the Project Area for redevelopment of their real property and that nothing in this Agreement shall limit the Agency's solicitation or consideration of such proposals, including, without limitation, proposals for redevelopment of all or any portion of the Property from!an owner or owners or real property comprising the Property. 10. Acknowledgments and Reservations. (a) The:. Agency and the Developer agree that, if this Agreement expires or is terminated for any reason, or a future DDA is not approved and executed by both the Agency and the Developer, for any reason, rieither the Agency nor the Developer shall be under any obligation, nor have any liability to each other or:any other Person regarding the sale or other disposition of the Property or the redevelopment of the Project or the Property. (b) The. Developer acknowledges and agrees that no provision of this Agreement shall be deemed to be an offer by the Agency, nor an acceptance by the Agency of any offer or proposal from the Developer for the Agency to convey any estate or interest in the Property to the Developer or for the Agency to provide any financial or other assistance to the Developer for redevelopment of the Project or the Property. (c) The•Developer acknowledges and agrees that the Developer has not acquired,nor will acquire, by virtue of the terms of this Agreement, any legal or equitable interest in real or personal property from the Agency. (d) Certain development standards and design controls for the Project may be established between the Developer and the Agency, but it is understood and agreed between the Agency and the Developer that the Project and the redevelopment of the Property must conform to all Agency, City and other applicable governmental development, land use and architectural regulations and standards. Drawings, plans and specifications for the Project shall be subject to the approval of the Agency and the City, through the standard development application process for redevelopment projects within the Project Area. Nothing in this Agreement shall be considered approval of any plans or specifications for the Project or of the Project itself by either the Agency or the City. I (e) The Agency reserves the right to reasonably obtain father information, data and commitments to ascertain the ability and capacity of the Developer to lease, develop and operate the Property and/or the Project. The Developer acknowledges that it may be requested to make certain 5 FINAL DRAFT February 12, 2009 (2/12/09) financial disclosures to the Agency, its staff, legal counsel or other consultants, as part of the financial due diligence investigations of the Agency relating to the potential sale of the Property and redevelopment of the Project on the Property by the Developer and that any such disclosures may become public records. The Agency shall maintain the confidentiality of financial information of the Developer to the extent allowed by law, as determined by the City Attorney. (f) The Agency shall not be deemed to be a Party to any agreement for the acquisition of, lease of or disposition of real or personal property, the provision of financial assistance to the Developer or development of the Project on the Property or elsewhere, until the terms and conditions of a complete future DDA are considered and approved by both the City Council and the Agency governing body, in their respective sole and absolute discretion, following the conclusion of one or more duly noticed public hearings, as required by law. The Developer expressly acknowledges and agrees that the Agency will not be bound by any statement, promise or representation made by Agency staff or representatives during the course of negotiations of a future DDA and that the Agency shall only be legally bound upon the approval of a complete DDA by both the City Council and the Agency governing body, in their respective sole and absolute discretion, following one or more duly noticed public hearings, as required by law. 11. Nondiscrimination. The Developer shall not discriminate against nor segregate any person, or group of persons on account of race, color, creed, religion, sex, marital status, handicap, national origin or ancestry in undertaking its obligations under this Agreement. 12. Limitation on Damages and Remedies. (a) THE DEVELOPER AND THE AGENCY ACKNOWLEDGE THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN THE AMOUNT OF DAMAGES THAT WOULD BE SUFFERED BY THE DEVELOPER UPON THE BREACH OF THIS AGREEMENT BY THE AGENCY. HAVING MADE DILIGENT BUT UNSUCCESSFUL ATTEMPTS TO ASCERTAIN THE ACTUAL DAMAGES THE DEVELOPER WOULD SUFFER UPON THE BREACH OF THIS AGREEMENT BY THE AGENCY, THE DEVELOPER AND THE AGENCY AGREE THAT A REASONABLE ESTIMATE OF THE DEVELOPER'S DAMAGES IN SUCH EVENT IS TEN THOUSAND DOLLARS ($10,000) AND THE RETURN OF THE DEVELOPER'S INITIAL DEPOSIT (COLLECTIVELY, "LIQUIDATED DAMAGES AMOUNT"). THEREFORE, UPON THE BREACH OF THIS AGREEMENT BY THE AGENCY, THE AGENCY SHALL PAY THE LIQUIDATED DAMAGES AMOUNT TO THE DEVELOPER AND THIS AGREEMENT SHALL TERMINATE. RECEIPT OF THE LIQUIDATED DAMAGES AMOUNT SHALL BE THE DEVELOPER'S SOLE AND EXCLUSIVE REMEDY ARISING FROM ANY BREACH OF THIS AGREEMENT BY THE AGENCY. Initials of Authorized Initials of Authorized Representative of Agency Representative of Developer (b) THE AGENCY AND THE DEVELOPER EACH ACKNOWLEDGE AND AGREE THAT THE AGENCY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT, IF IT WERE TO BE LIABLE TO THE DEVELOPER FOR ANY MONETARY DAMAGES, MONETARY RECOVERY OR ANY REMEDY OTHER THAN TERMINATION OF THIS AGREEMENT AND PAYMENT OF THE LIQUIDATED DAMAGES AMOUNT. ACCORDINGLY, THE AGENCY AND THE DEVELOPER AGREE THAT THE DEVELOPER'S SOLE AND EXCLUSIVE RIGHT AND 6 I I i i FINAL DRAFT February 12,2009 (2/12/09) REMEDY UPON THE BREACH OF THIS AGREEMENT BY THE AGENCY IS TO TERMINATE THIS AGREEMENT AND RECEIVE THE LIQUIDATED DAMAGES AMOUNT. (c) THE DEVELOPER ACKNOWLEDGES THAT IT IS AWARE OF THE MEANING AND LEGAL; EFFECT OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. (d) CALIFORNIA CIVIL CODE SECTION 1542 NOTWITHSTANDING, IT IS THE INTENTION OF THE DEVELOPER TO BE BOUND BY THE LIMITATION ON DAMAGES, RECOVERY AND REMEDIES SET FORTH IN THIS SECTION 12, AND THE DEVELOPER HEREBY RELEASES ANY AND ALL CLAIMS AGAINST THE AGENCY FOR MONETARY DAMAGES, MONETARY iRECOVERY OR OTHER LEGAL OR EQUITABLE RELIEF RELATED TO ANY-BREACH OF THIS AGREEMENT, EXCEPT RECEIPT OF THE LIQUIDATED DAMAGES AMOUNT, WHETHER OR NOT ANY SUCH RELEASED CLAIMS WERE KNOWN OR UNKNOWN TO THE DEVELOPER AS OF THE EFFECTIVE DATE OF THIS AGREEMENT. THE DEVELOPER SPECIFICALLY WAIVES THE BENEFITS OF CALIFORNIA CIVIL CODE SECTION 1542 AND ALL OTHER' STATUTES AND JUDICIAL DECISIONS (WHETHER STATE OR FEDERAL) OF SIMILAR EFFECT WITH REGARD TO THE LIMITATIONS ON DAMAGES AND REMEDIES AND WAIVERS OF ANY SUCH DAMAGES AND REMEDIES CONTAINED IN THIS SECTION 12. I Initials of Authorized Initials of Authorized Representative of Agency Representative of Developer 13. Default. i (a) Failure or delay by either Party to perform any material term or provision of this Agreement shall constitute a default under this Agreement. If the Party who is claimed to be in default by the other Party cures, corrects or remedies the alleged default within twenty-one (21) calendar days after receipt of a written "Notice'of Default" (as defined in Section 13(b)), such Party shall not be in default under this Agreement. The notice and cure period provided in the immediately preceding sentence shall not, under any circumstances, extend the Negotiation Period. If there are less than twenty-one (21) days remaining in the Negotiation Period, the cure period allowed pursuant to this Section 13(a) shall be automatically reduced to the number of days remaining in the Negotiation Period. (b) The Party claiming that a default has occurred shall give written notice of default ("Notice of Default") to the'Party claimed to be in default, stating, with reasonable specificity, the nature of the alleged default and the actions necessary to cure such allege default. However, the injured Party shall have no right to exercise any remedy for a default under this Agreement, without first delivering such written Notice of Default. (c) Any failure or delay by a Party in asserting any of its rights or remedies as to any default shall not operate as a'waiver of any default or of any rights or remedies associated with a default. 7 t FINAL DRAFT February 12,2009(2/12/09) (d) If a default of either Party remains uncured for more than twenty-one (21) calendar days following receipt of a written Notice of Default, a "breach" of this Agreement by the defaulting Party shall be deemed to have occurred. In the event of a breach of this Agreement, the sole and exclusive remedy of the Party who is not in default shall be to terminate this Agreement by serving written notice of termination ("Notice of Termination") on the Party in breach, effective upon receipt, and, in the case of a breach by the Agency, the Developer shall also be entitled to receive the Liquidated Damages Amount. Upon receipt by the breaching Party of the Notice of Termination (and in the case of a breach by the Agency, receipt by the Developer of the entire Liquidated Damages Amount), neither Party shall have any further,rights against or obligation to the other Party. 14. Compliance with Law. The Developer acknowledges that any future DDA, if approved by the governing body of the Agency, will require the Developer (among other things) to carry out the development of the Project in conformity with all applicable laws, including all applicable building, planning and zoning laws,environmental laws, safety laws and federal and state labor and wage laws. 15. Press Releases. The Developer agrees to obtain the approval of the Agency Executive Director or his or her designee or successor in function of any press releases Developer may propose relating to the redevelopment of the Property or negotiation of a DDA with the Agency, prior to publication. 16. Notice. All notices required under this Agreement shall be presented in person, by nationally recognized overnight delivery service or by facsimile and confirmed by first class certified or registered United States Mail, with return receipt requested,to the address and/or fax number for the Party set forth in this Section 17. Notice shall be deemed confirmed by United States Mail effective the third (3rd) business day after deposit with the United States Postal Service. Notice by personal service or nationally recognized overnight delivery service shall be effective upon delivery. Either Party may change its address for receipt of notices by notifying the other Party in writing. Delivery of notices to courtesy copy recipients shall not be required for valid notice to a Party. TO DEVELOPER: Lewis Investment Company, LLC c/o Lewis Operating Corp. 1156 North Mountain Avenue Upland, CA 91786 Attention: Mr.John M. Goodman Facsimile: (909) 949-6700 COPY TO: Lewis Operating Corp. 1156 North Mountain Avenue Upland, CA 91786 Attention: Kenneth P. Corhan, Esq. Facsimile: (909) 949-6725 8 FINAL DRAFT February 12,2009 (2/12/09) TO AGENCY: Redevelopment Agency of the City of Azusa 213 East Foothill Boulevard Azusa, California 91702 Attention: Executive Director Facsimile: (626) 334-5464 COPY TO; Best Best&Krieger, LLP 5 Park Plaza, Suite 500 Irvine , California 92614 Attention: Elizabeth Hull Facsimile: (949)260-0972 17. Warranty `:Against Payment of Consideration for Agreement. The Developer 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. Third parties, for the purposes of this Section 18, shall not include Persons to whom fees are paid for professional services, if rendered by attorneys, financial consultants, accountants, engineers, architects and other consultants, when such fees are considered necessary by the Developer.i 18. Acceptance of Agreement by Developer. The Developer shall acknowledge its acceptance of this Agreement by delivering to the Agency three (3) original counterpart executed copies of this Agreement signed by the authorized represcmative(s)of the Developer. 19. Counterpart Originals. This Agreement may be executed by the Agency and the Developer in multiple counterpart originals, all of which together shall constitute a single agreement. 20. No Third-Party Beneficiaries. Nothing in this Agreement is intended to benefit any Person other than the Agency or the Developer. 21. Governing i Law. The Agency and the Developer acknowledge and agree that this Agreement was negotiated, entered into and is to be fully performed in the City of Azusa, California. The Agency and the Developer agree that this Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California, without application of such laws' conflicts of laws princiiples. 22. Waivers. No waiver of any breach of any term or condition contained in this Agreement shall be deemed a waiver ofiany preceding or succeeding breach of such term or condition,or of any other term or condition contained in this Agreement. No extension of the time for performance of any obligation or act, no waivei of any term or condition of this Agreement, nor any modification of this Agreement shall be enforceable against the Agency or the Developer, unless made in writing and executed by both the Agency and the Developer. 23. Construction. Headings at the beginning of each section and sub-section of this Agreement are solely for the convenience of reference of the Agency and the Developer and are not a part of this Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and the masculine shall include the feminine and vice versa. This Agreement shall not be construed as if it had been prepared by one or the other of the Agency or the Developer, but rather as if both the Agency and the Developer prepared this Agreement. Unless otherwise indicated, all references to sections are to this Agreement. All exhibits referred to in this Agreement are attached to this Agreement and incorporated into this Agreement by this reference. If the date on which the Agency or 9 i i FINAL DRAFT February 12,2009 (2/12/09) the Developer is required to take any action pursuant to the terms of this Agreement is not a business day of the Agency, the action shall be taken on the next succeeding business day of the Agency. The Parties hereto acknowledge and agree that each has been given the opportunity to review this Agreement independently with legal counsel and other professionals of each Party's own choosing, and/or has the requisite experience and sophistication to understand, interpret, and agree to the particular language of the provisions hereof. All words, unless otherwise specifically defined in this Agreement, shall have their ordinary meanings as set forth in any dictionary of American English in common usage; there are no secret or code words. Any capitalized word, term, or phrase not otherwise defined in any Exhibit shall have the meaning assigned to it in this Agreement. The Parties have equal bargaining power, and intend the plain meaning of the provisions herein. In the event of an ambiguity in or dispute regarding the interpretation of same, the interpretation of this Agreement shall not be resolved by any rule of interpretation providing for interpretation against the Party who causes the uncertainty to exist or against the draftsman. 24. Attorneys' Fees. If either Party hereto files any action or brings any action or proceeding against the other arising out of this Agreement, then the prevailing Party shall be entitled to recover as an element of its costs of suit, and not as damages, its reasonable attorneys' fees as fixed by the court, in such action or proceeding or in a separate action or proceeding brought to recover such attorneys' fees. For the purposes hereof the words"reasonable attorneys' fees"mean and include, in the case of Agency, salaries and expenses of the lawyers employed by Agency (allocated on an hourly basis) who may provide legal services to Agency in connection with the representation of Agency in any such matter. [Signatures on Following Page[ 10 FINAL DRAFT February 12,2009(2/12/09) IN WITNESS WHEREOF, the Agency and the Developer have executed this Exclusive Negotiation Agreement on i the dates indicated next to each of the signatures of their authorized representatives, as appear below. DEVELOPER: 1 7 LEWIS INVESTMENT COMPANY,LLC, a California limited liability company Dated: By: LEWIS OPERATING CORP., a California corporation Its Sole Manager By. Name: Its: AGENCY: REDEVELOPMENT AGENCY OF THE CITY OF AZUSA Dated: By Name: F.M. Delach Its: Executive Director ATTEST: By: Agency Secretary APPROVED AS TO FORM: BEST BEST&KRIEGER, LLP By: Agency Counsel LIST OF EXHIBITS: i Exhibit A- Depiction of Project Area i 11 FINAL DRAFT February 12,2009 (2/12/09) EXHIBIT"A" TO EXCLUSIVE NEGOTIATION AGREEMENT Depiction of Project EXHIBIT A P iiP iP �SAN GFBR�fEL AVFA II€':_ t TS.' 1rfk� e pmt f :_ 1 ti�t�so-_v " $ ! L aAs Rh .Y ls -. hlLf A76SA 46kNUC a T'a Y f Imo] �Y:T,tfit, _ a I ,FFG �.. tj ; M � pnlTOt r lUY - - �- 'A L' PASA DCP.1A T I g Sy -.� tt-C 4FL s �STJ.tYA 'F nMwf{- F. nviI n ns £ C C _ _ F FM 0 M-a-'10 CITY OF AZUSA MINUTES OF THE REDEVELOPMENT AGENCY REGULAR MEETING MONDAY,FEBRUARY 2,2009—8:34 P.M. The Board of Directors of the Redevelopment Agency of the City of Azusa met in regular session at the above date and time in the Azusa Auditorium,213 E.Foothill Blvd.,Azusa CA. Chairman Rocha called the meeting to order. Call to Order ROLL CALL Roll Call PRESENT: DIRECTORS: GONZALES,CARRILLO,MACIAS,HANKS,ROCHA ABSENT: .DIRECTORS: NONE - ALSO PRESENT: Also Present General Counsel Carvalho, Executive Director Delach, Assistant Executive Director Makshanoff, Department Heads,Secretary Mendoza,Deputy Secretary Toscana. The CONSENT CALENDAR consisting of items E-1 through E-3, was approved by motion of Consent Cal. Director Carrillo,seconded by Gonzales and unanimously carried. approved 1. Minutes of the regular meeting of January 20,2009,were approved as written. Min appvd 2. The Agency Treasurer's Report for the month ending December 31,2008,was received and filed. Treas Rpt 3. Resolution authorizing payment of warrants by the Agency was adopted and entitled: A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA Res.No.09-R8 ALLOWING CERTAIN CLAIMS AND DEMANDS TO BE PAID OUT OF REDEVELOPMENT Warrants AGENCY FUNDS. Spec Call Items SPECIAL CALL ITEMS None None. It was consensus of the Redevelopment Agency Board Members to adjourn. Adjourn TIME OF ADJOURNMENT: 8:35 P.M. SECRETARY NEXT RESOLUTION NO. 09-R9. WARRANT REGISTER NO. 12 FISCAL YEAR 2008-09 WARRANTS DATED 01/01/09 THROUGH 01/15/09 , FOR REDEVELOPMENT AGENCY MEETING OF 02-17-09 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 _ $ 1556716 80-125-CBD CAPITAL PROJECTS FUND 287 042.54 80-135-WED CAPITAL PROJECTS FUND 9,161.45 80-185-RANCH CAPITAL PROJECTS FUND 80-165-618-2005 TAX ALLOCATION BONDS FUND 81-155-TAX INCREMENT SET-ASIDE FUND 10.403.12 82-125-CBD DEBT SERVICE FUND 82-135-WED DEBT SERVICE FUND 82-185-RANCH CENTER DEBT SERVICE FUND TOTAL ALL FUNDS: $ 322 174 27 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 2009. 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 2009. AYES: AGENCY MEMBERS: NOES: AGENCY MEMBERS: ABSTAIN: AGENCY MEMBERS: ABSENT: AGENCY MEMBERS: Secretary City of Azusa HP 9000 02/11/09 O P E N H O L D D B LISTING By F�Ehtity Nacre Pace 1 WED, FEB 11, 2009, 4:36 FM ---req: =-------leg: GL JL---10C: BI-'IB I---jo`a: 643673 #J844----pin: 00 <1.34> rpt id: CHFLIR02 SEI= FUE) Comes: 80-82 ; 07erk Issue Dates: 010109-011509 PE ID PE Nacre AC= NCNBER / JOB NCNBER Invoice NLRber Description St Disc. Ant. Dist. Ant. V00363 AZUSA CHWER OF 8010110000-6630 599 FY 08/09 AaM C FD 0.00 3,000.00 PESd: 0.00 Paid: 3,000.00 - _ -----_--._ _ 1cta1:_ ._ -3,000_60 V01305 AZ1.UA = FID C 8000000000-3035 2610/0901001 PR41/09 FD 0.00 231.25 PEID 0.00 Paid: 231.25 Total: 231.25 V10604 AZ(F1 ME= M4N 8000000000-3020 2618/0901001 PR41/09 PD 0.00 30.00 PEID d: 0.00 d: 30.00 Total: 30.00 V05804 EEST EEST & KRIE 8010125000-6301/505800-6301 592020 11/08 LC3r600E 6 FD 0.00 99.62 V05804 EEST FEST & KRIE 8110155000-6301 592020 11/08 LM,600E 6 FD 0.00 4,557.00 V05804 BFSF BEST & KRIE 8010125000-6301/505825-6301 592022 11/08 LC3 RCH MK FD 0.00 8,249.05 V05804 = BEST & KRIE 8010125000-6301/505800-6301 592024 11/08 LC4,-810 AL FD 0.00 3,434.40 V05804 MST FEST & KRIE 8010125000-6301/505800-6301 592025 11/08 LCA C FD 0.00 2,955.28 V05804 EEST BEST & KRIE 8010125000-6301/505800-6301 592026 11/08 LQrQPI E FD 0.00 4,903.58 V05804 EE5T EEST & KRIS 8010125000-6301/505800-6301 592023 11/08 LGL-VAGM FD 0.00 1,915.65 V05804 EFST & KRIS 8010125000-6301/505900-6301 592028 11/08 Lai ALLEN PD 0.00 1,029.00 V05804 EEST EEST & KRIE 8010125000-6301/505800-6301 592021 11/08 lad L UN FD 0.00 476.00 V05804 = FEST & = 8110155000-6301 592029 11/08 Lar600 E FD 0.00 231.50 V05804 BST QST & KRIE 8010125000-6301/505900-6301 592030 11/08 LGL-FM-ER PD 0.00 326.14 V05804 EFST BEST & KRIE 8010135000-6301/503500-6301 592017 11/08 Larf) LUB PD 0.00 9,161.45 V05804 BEST BEST & KRIE 8010125000-6301 592016 11/08 IGLrAFU M FD 0.00 84.00 V05804 BEST BEST & KRIE 8110155000-6301 592018 11/08 LCI�AFFCR<D PD 0.00 3,150.00 V05804 = BEST & KRIE 8010125000-6301/505825-6301 592027 11/08 LGL-CBS CU PD 0.00 252.00 V05804 = BEST & KRIE 8010110000-6611 592020 11/08 LCL-600E 6 PD 0.00 84.00 V05804 EAST EEST & KRIE 8010125000-6301/505700-6301 592020 11/08 TM-600E 6 PD 0.00 252.00 V05804 BEST FEST & ME 8110155000-6301 592031 11/08 LCL-902-91 ED 0.00 1,372.00 V05804 BEST REST & KRIE 8010125000-6301/505800-6301 592032 11/08 LCL/624-63 PD 0.00 2,188.20 V05804 BEST EEST & KRIE 8110155000-6301 592019 11/08 LGL-SR CAR PD 0.00 1,092.62 PEID d: 0.00 d: 45,813.49 'Ictal: 45,813.49 City of Azusa HP 9000 02/1111/099 O P E N H 0 L D D B LISTING By Pp_- � Entity Nam 2 TM, FEB 11, 2009, 4:36 FM --- leg: GL, JL---loc: BI_TF1UI___��. 643673 #fJ844----pin: CH400 <1.3N> rpt id: CIIPane 2 SELECT' FUND Cb es: 80-82 ; Check Issue Dates: 010109-011509 PE ID PE Nave ACCCX_NP N vBER / LCB NNBFR Invoice Naroer Descxipticn St Disc. Pmt. Dist. Ate. V06783 CTTFSIREEP 8000000000-3010 2310/0901001 1/09 FD 0.00 561.84 VV006783 �IS� 8000000000-3010 2315/0901001 911%09 PD 0.00 7,126.71 PEID U ltd: 0.00 Paid: 7,953.11 Total: 7,953.11 V00348 MEECO Flz1 H 1 8000000000-3054 2435/0901001 PR41/09 PD 0.00 24.06 PEID UTmid: 0.00 Tbtal: 24.06 V00331 FERAL EXPRESS 8010125000-6625/505825-6625 904602666 117052788/J.H)ZK PD 0.00 46.62 PEID UT d: 0.00 Paid: 46.62 Total: 46.62 V01916 5TA PETTY Q%_cH, 8010125000-6625/505900-6625 121108 Ir P7t 1/ARRW L PD 0.00 26.86 V01916 7ARA PETTY CASH, 8010110000-6563 121108 51�plies/bcial 1�D 0.00 54.93 V01916 SRA PETTY C7�51I, 8010110000-6530 121108 Office Su lies PD 0.00 14.29 PEID Ulmd: 0.00 Paid: 96.08 Total: 96.08 V10011 LM�CA SHIT 8010125000-1198 aB3338-ET Cash/Fsc7i�Pgen ED 0.00 50,000.00 PEID UjA td: 0.00 Paid: 50,000.00 Total: 50,000.00 V03126 LJNCDLN NATICDAL 8000000000-3010 2325/0901001 PPR�$�1/09 PD 0.00 425.00 V03126 LU\I= NMCMQ L 8000000000-3010 1320/0901001 PR�#1/09 PD 0.00 73.12 PEIDUtjDaid: 0.00 Paid: 498.12 Tbtal: 498.12 City of Azusa HP 9000 02/11/09 O P E N H O L D D B LISTING By Entity Narre Paste 3 WED, FES 11, 2009, 4:36 FM ---req: I�-------leg: GL JL---loc: BI-TECH---job: 643673 #J844----pqn: C14400 <1.34> rpt id: CHFLTR02 SE= FUSD Cbdes: 80-82 ; Ch--k Issue Kites: 010109-011509 PE ID PE Nave ACCOLdJP NU"EFR / JOB NUS Invoice Nuri r De=pticn St Disc. krt. Dist. Ant. V10322 M & T BANK 8000000000-3010 010809A Defrd CbTp Fbl/P PD 0.00 369.17 PEID . : 0.00 Paid: 369.17 Tbtal: 369.17 V11512.- M)M EWIIE2II� 8010125000-6625/505700-6625 ,._. 11761 AS-R=T DABS & PD 0.00 505.37 FEID d: 0.00 Paid: 505.37 Total: 505.37 V04138 RELIASPAR LIFE I 8000000000-3054 2410/0901001 M�$#1/09 FD 0.00 2.34 V04138 REf-IASIAR LIFE I 8000000000-3053 2215/0901001 PR#1/09 PD 0.00 3.12 MID d: 0.00 Paid: 5.46 Total: 5.46 V08056 SPPNCARD RZURAN 8000000000-3044 1255/0901001 mi/09 ' FD 0.00 207.97 V08056 SIV\= EZURAN 8000000000-2725 1220/0901001 PR#1/09 FD 0.00 73.49 FEID . : 0.00 Paid: 281.46 Total: 281.46 V10053 S NDARD INSCFAN 8000000000-2725 1221/0901001 FR#1/09 FD 0.00 87.08 PEID . : 0.00 Paid: 87.08 Total: 87.08 V11557 SULLTUAN VORM N 8010125000-6645/505800-6645 BC388164 J&7 PAIRMIS/858 PD 0.00 . 50,000.00 PEID [4myd: 0.00 Paid: 50,000.00 Total: 50,000.00 V11558 SULLIVAN V MMM 8010125000-6645/505800-6645 B088164 ALVARADJ nZ/858 PD 00.00 160,000.00 PEID Paid: 160,000.00 d City of Azusa 2 099004:36 214 _02/11/09 O P E N H O L D D B LISTING By Per Erititt Nave pac� 4 req: RSE-------1�: GL JL---lce: BI-TKH---job: 643673 #J844----p9m: 00 <1.34> rpt id: a-ELTR02 SEf.FXT FUSD Oc es: 80-82 ; Check Issue Kites: 010109-011509 PE ID PE Name AC= NUv2ER / JOB NUMBER Invoice Number Description St Disc. Ani. Dist. Anti. Total: 160,000.00 V06107 U.S. BANK CORP P 8010110000-6230 123008A Dues & Satscript PD 0.00 283.35 V06107 U.S. BANK CC%2P P 8010110000-6230 123008A Ales & SuLiscript FD 0.00 365.00 V06107 U.S. BANK C2RP P 8010125000-6625/505900-6625 123008A Program Else PD 0.00 298.77 PEID LIlpaid: 0.00 Paid: 947.12 Total: 947.12 V00388 VERI7II\I 8010110000-6915 6261975078122808 626-1975078 PD 0.00 20.65 PEID LIlmdd: 0.00 Pai : 20.65 Total: 20.65 V00876 KA-cH I�,'ICN n1ILA 8000000000-3010 1330/09010011/09 PD 0.00 15.00 V00876 kTA.SFIIl�TCIQ MJILA 8000000000-3010 2335/0901001 1/09 PD 0.00 152.10 CN V00876 ➢%911\] W A 8000000000-3010 2330/0901001 1/09 PD 0.00 98.13 PEID thrid: 0.00 Paid: 265.23 Total: 265.23 V07755 In1Ff,r,4 FAFM RTM 8010110000-6610 475260 2003 a\ID AIIKIN-1 PD 0.00 2,000.00 P= ThgMd: 0.00 Paid: 2,000.00 Total: 2,000.00 GRAND TOTAL Lid: 0.00 Paid: 322,174.27 Total: 322,174.27 ti,OI`�2G U u CITY OF AZUSA MINUTES OF THE AZUSA PUBLIC FINANCING AUTHORITY MONDAY,NOVEMBER 3,2008—9:08 P.M. The Boardmembers of the Azusa Public Financing Authority of the City of Azusa met in regularsession 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 Cal] 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 CITY COUNCIL AND THE AZUSA PUBLIC FINANCING AUTHORITY CONVENED Convene Italy JOINTLY WITH THE REDEVELOPMENT AGENCY AT 9:08 P.M. Cnc[,CRA,APFA AUTHORIZATION TO ISSUE TAX ALLOCATION BONDS TO FINANCE PROPERTY Tax Allocation ACQUISITION,PUBLIC IMPROVEMENTS,AND PUBLIC FACILITIES RESOLUTIONS OF THE Bonds CITY,AZUSA REDEVELOPMENT AGENCY AND AZUSA PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE AND DELIVERY.OF ITS AZUSA'S 2008 TAX ALLOCATION BONDS, APPROVING TWO INDENTURES OF TRUST, TWO PRELIMINARY OFFICIAL STATEMENTS, AND A BOND PURCHASE CONTRACT, AND AUTHORIZING OFFICIAL ACTIONS AND EXECUTION OF DOCUMENTS RELATED THERETO. City Manager/Executive Director Delach addressed the issue announcing that the City received an A- City Mgr rating which will result in a savings of 2.5 million dollars for the life of the bonds and is equivalent to an Comments A+rating for the refunded bonds which is part of this process. Administrative Services Director-Chief Financial Officer Kreimeier presented the Tax Allocation Bonds ASD-CFO from the Azusa Redevelopment Agency to repay the General Fund,Light and Water Fund and to provide Kreimeier for some infrastructure in the downtown area;he detailed how the escrow funds will be issued,invested Presented and the additional tax increment funds. He talked about the housing component, for acquiring less Bonds desirable housing,multi-family,which developers will build new multifamily housing. Discussion was held regarding the need for affordable housing in the City. Director Macias offered a Resolution entitled: A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA APPROVING Res.08-R46 THE ISSUANCE OF ITS AMENDED AND RESTATED MERGED CENTRALBUSINESS DISTRICT Appvg issuance AND WEST END REDEVELOPMENT PROJECT AREA TAX ALLOCATION BONDS,APPROVING Amended, Restated TRUST INDENTURES,AN OFFICIAL STATEMENT,A PURCHASE AGREEMENT,SETTING THE Tax MAXIMUM FINAL TERMS OF THE SALE OF THE BONDS AND MAKING CERTAIN Allocation Bonds DETERMINATIONS RELATING THERETO. Moved by Director Macias,seconded by Director Carrillo to waive further reading and adopt. Resolution passed and adopted by the following vote of the Agency Board Members: AYES: DIRECTORS: GONZALES,CARRILLO,MACIAS,HANKS,ROCHA NOES: DIRECTORS: NONE ABSENT: DIRECTORS: NONE i Board Member Gonzales offered a Resolution entitled: A RESOLUTION OF THE AZUSA PUBLIC FINANCING AUTHORITY, APPROVING THE Res.08-P4 PURCHASE AND RESALE OF BONDS OF THE REDEVELOPMENT AGENCY OF THE CITY OF Appvg Purchase AZUSA, APPROVING A FORM OF PURCHASE AGREEMENT CERTAIN OTHER MATTERS and Resale Bonds RELATING THERETO. of CRA and form of Purchase Agmt Moved by Board Member Gonzales,seconded by Board Member Hanks to waive further reading and adopt. Resolution passed and adopted by the following vote of-the Authority Board Members: AYES:! BOARD MEMBERS: GONZALES,CARRILLO,MACIAS,HANKS,ROCHA NOES:' BOARD MEMBERS: NONE ABSENT: BOARD MEMBERS: NONE i Councilmember Hanks offered a Resolution entitled: i A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA,CALIFORNIA,APPROVING Res.08-C106, THE FINANCING OF AMENDED AND RESTATED MERGED CENTRAL BUSINESS DISTRICT Appvg Financing of AND WEST END REDEVELOPMENT PROJECT AREA BY THE REDEVELOPMENT AGENCY OF the Amended THE CITY OF AZUSA AND OTHER MATTERS RELATING THERETO. & Restated Merged ' CBD&West End Moved by Councilmember Hanks,seconded by Councilmember Gonzales to waive further reading and adopt. Resolution passed and adopted by the following vote of the Council: - AYES:j COUNCILMEMBERS: GONZALES,CARRILLO,MACIAS,HANKS,ROCHA NOES:; COUNCILMEMBERS: NONE ABSENT: COUNCILMEMBERS: NONE THE CITY COUNCIL TO RECESSED,THE REDEVELOPMENT AGENCY TO ADJOURNED AND CRA Adjourned, THE AZUSA PUBLIC FINANCING AUTHORITY TO CONTINUED AS FOLLOWS: Council recessed APFA continued The CONSENT CALENDAR consisting of item G-land G-2 was approved by motion of Director Consent Cal Carrillo,seconded by Director Gonzales and unanimously carried. approved 1. Minutes of the regular meeting of October 6,2008,were approved as written. Min appvd r 2. The Authority Treasurer's report as of September 30,2008 was received and filed. Treas Rpt I It was consensus of the Board Members to adjourn. Adjourn I TIME ADJOURNMENT: 9:22P.M. t i SECRETARY NEXT RESOLUTION NO.08-P4. i r i 11/03/08 PAGE TWO f I Y N AZUSA PUBLIC FINANCING AUTHORITY CONSENT ITEM TO: THE HONORABLE CHAIRPERSON AND MEMBERS OF THE BOARD FROM: MARCEE HAMIL�TN� AZU�SA7p/]BU FA� � AUTHORITY TREASURER , DATE: FEBRUARY 17, 2009 SUBJECT: AZUSA PUBLIC FINANCING AUTHORITY TREASURER'S STATEMENT OF CASH BALANCES FOR THE QUARTER ENDED DECEMBER 31, 2008 RECOMMENDATION It is recommended that the Board Members receive and file the Azusa Public Financing Authority Treasurer's Statement of Cash Balances for the quarter ended December 31, 2008. BACKGROUND Transmitted herewith is the Treasurer's Report for the Azusa Public Financing Authority for quarter ending December 31, 2008. Authority investments are made in accordance with the Authority Investment Policy adopted and approved with Resolution No. 08-P3 dated October 6, 2008, and Government Code Section 53600 et. seq. The Azusa Public Financing Authority is the issuer of three bond issues-the 1994 Sewer System Project Refinancing Certificates of Participation,the 2003 Capital Improvement Project Refinancing Certificates of Participation, and the 2006 Water System CIP Parity Revenue Bonds. The funds for these issues are restricted for payment of eligible capital improvement expenses and debt service on the bonds, and are held and invested by fiscal agents who are trustees for-the bonds. For quarter ending December 31, 2008,fiscal agents held total investments of$12,502,705.94. Total cash received for the quarter was $33,126.80, and disbursements of$6,689,020.72, were made, resulting in a total overall net decrease of$6,655,893.92. Disbursements were primarily for Water System Project and debt service costs, and cash receipts were primarily interest income. FISCAL IMPACT The balance of cash and investments and projected revenues for the next six months are expected to be sufficient to meet cash disbursement requirements for at least the next six months. Prepared by: Roseanna J. Jara, Sr. Acct.-Redevelopment MH:R.IJ/cs CITY OF AZUSA AZUSA PUBLIC FINANCING AUTHORITY- TREASURER'S STATEMENT OF CASH AND INVESTMENT COST BALANCES QUARTER ENDING DECEMBER 31, 2008 I i i Beginning Cash Balance $19,158,599.86 Receipts (All Sources) $33,126.80 i Disbursements ($6,689,020.72) I I Ending Cash Balance 1 $12,502,705.94 (All Restricted and Unrestricted Accounts & Investments) I I i Marcene Hamilton, Agency Treasurer i I I i 1 CITY OF AZUSA AZUSA PUBLIC FINANCING AUTHORITY TREASURY BOOK BALANCES - CASH AND INVESTMENTS QUARTER ENDING DECEMBER 31, 2008 Maximum Deposits Cost Interest Mkt Bank.Accounts Allowed Amount Pledged Securities Maturity Rate Value* CASH AND INVESTMENTS HELD BY FISCAL AGENT Wells Fargo Bank,Trustee 1994 Sewer Refunding Certificates of Participation Installment Payment Fund Wells Fargo Treasury Plus MMkt No Limit $8,670.40 N/A - Ongoing 0.100% $8,670.40 Reserve Fund Berkshire Hathaway Inv Agrmt N/A $284,526.66 Guaranteed Investment Agreement 6/1/2023 6.040% $284,526.66 1994 Sewer Refunding COP's Subtotal: $293,197.06 $293,197.06 Interest Collections: $9.95 2003 CIP Refunding Certificates of Participation Lease Payment Fund AIM Gov't Portfolio No Limit $15,160.61 Investments in direct obligations of the U.S.Treasury Ongoing 0.380% $15,160.61 Reserve Fund AIM Gov't Portfolio No Limit $482.500.00 Investments in direct obligations of the U.S.Treasury Ongoing 0.380% 482,500.00 2003 CIP Refunding COP's Subtotal: $497,660.61 $497,660.61 Interest Collections: $872.09 2006 Water System CIP Parity Revenue Bonds Revenue Fund Wells Fargo 100%Treasury MMkt No Limit $1,554,677.00 N/A Ongoing 0.010% $1,554,677.00 Interest Account Wells Fargo 100%Treasury MMkt No Limit $1,346,093.75 .N/A Ongoing 0.010% $1,346,093.75 CITY OF AZUSA AZUSA PUBLIC FINANCING AUTHORITY TREASURY BOOK BALANCES -CASH AND INVESTMENTS QUARTER ENDING DECEMBER 31, 2008 Maximum Deposits Cost Interest Mkt Bank Accounts Allowed Amount Pledged Securities Maturity Rate Value* Principal Account Wells Fargo 100%Treasury MMkt No Limit $26,479.08 N/A Ongoing 0.010% $26,479.08 Reserve Fund ------_ Wells-Fargo-100%-Treasury-MMkt- -No-Limit- - _.._:.$3,649,875.00-N/A--.---- - _._...,_ __-.___...___.. .._--- ---Ongoing- __ _..—_._0.010%.... ._ $3,649,87500.-._.. Water System Acquisition Fund Wells Fargo 100%Treasury MMkt No Limit $5,134,723.44 N/A Ongoing 0.010% $5,134,723.44 2006 Water System CIP Revenue Bond Subtotal: $11,711,848.27 $11,711,848.27 Interest Collections: $32,244.76 Total -Azusa Public Financing Authority Cash and Investments: $12,502,705.94 $12,502,705.94 Total Interest Collections: $33,126.80 Source of Market Value Information: Wells Fargo Bank,Trustee Bond Data is based on Trustee-generated Statements;bond funds listed herein are restricted for payment of debt service and eligible projects and governed by strict regulations described in the Trust Indentures. `Market Value is the current price at which a security can be traded or sold. • ORDINANCE NO. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF AZUSA, CALIFORNIA AMENDING THE AZUSA MUNICIPAL CODE TO ADD AN ARTICLE REGARDING THE ESTABLISHMENT OF FRANCHISE FEES, PUBLIC ACCESS SUPPORT FEES AND CUSTOMER SERVICE PENALTIES FOR STATE FRANCHISE HOLDERS PROVIDING VIDEO SERVICE WITHIN THE CITY OF AZUSA WHEREAS, a new state law known as the Digital Infrastructure and Video Competition Act of 2006 ("AB 2987') went into effect January 1, 2007; and WHEREAS, under AB 2987, the State of California is authorized to issue video services franchises; and WHEREAS, the City of Azusa ("City"), although not the franchising authority with respect to franchises issued under AB 2987, has certain rights and responsibilities with respect to the new state video franchise holders, which must be addressed through the adoption of an ordinance; and WHEREAS, AB 2987 provides that the City shall receive a fee of five percent (5%) of gross revenues of each state video franchisee which operates within the City for use of the public rights-of-way, but requires the City to adopt an ordinance in order to make this effective; and WHEREAS, AB 2987 further authorizes the City to establish and enforce penalties against state video franchisees for violations of customer service rules consistent with state law; and WHEREAS, the proposed Ordinance adds Article XVI to Chapter 22 of the Azusa Municipal Code but does not apply to any locally issued franchise or franchisee; THE CITY COUNCIL OF THE CITY OF AZUSA DOES HEREBY ORDAIN AS FOLLOWS: SECTION 1. Article XVI, Chapter 22 is hereby created to read as follows: "Article XVI. State Video Services Franchises. Sec. 22-291. Applicability of chapter to state video services franchises. Notwithstanding any provision of this chapter to the contrary, nothing in this chapter shall be deemed to require any person or entity to obtain a franchise or license issued by the City, to the extent that such person or entity is authorized to provide cable service or video services, as defined in Section 5800 et seq. of the California Public Utilities Code, under a cable franchise or video services franchise issued by another government entity under applicable law, including but not limited to Section 5800 et seq. of the California Public Utilities Code. The requirements and provisions of this chapter shall not apply or be enforced to the extent that they actually conflict with applicable state or federal law. Sec. 22-292. Regulation of state video services franchisees. i This article'is designed to regulate video service providers, as defined in Section 5800 et seq. of the California Public Utilities Code, holding state video franchises and operating within the City. As of January 1, 2007, the State of California has the sole authority to grant state video franchises pursuant to the Digital Infrastructure and Video Competition Act of 2006 ("Act"). Pursuant to the A'ct, the City shall receive a franchise fee from all state video franchise holders operating within the City. Additionally, the City has the responsibility to establish and enforce penalties, consistent with state law, against all state video franchise holders operating within the City for violations of customer service standards, but the Act grants all authority to adopt customer service standards to the state. The Act leaves unchanged the City's authority to regulate the City's current.cable franchise in accordance with this chapter and the cable franchise currently in effect, until such time as the cable franchisee no longer holds a City franchise or is no longer operating under a current or expired City franchise. Sec. 22-293. State video franchise fee. (A) For any state video franchise holder operating within the boundaries of the City, there shall be a fee paid to the City equal to five percent (5%) of the gross revenue of that state video franchise holder. Gross revenue, for the purposes of this section, shall have the definition set forth in California Public Utilities Code 5860. (B) For.any state video franchise holder operating within the boundaries of the City, there shall be an additional fee paid to the City equal to one percent (1%) of the gross revenue of that state video franchise holder, which fee shall be used by the City for public, educational and government access purposes consistent with state and federal law. This fee may be collected by the City upon the earlier of. (i) the fulfillment of all obligations to remit cash payments to the City for support of public, educational and government access facilities which are contained within a City-issued cable franchise that was in effect on January 1, 2007, and which remained unsatisfied as of the effective date of this ordinance; or (ii) the termination by the holder of a City-issued,cable franchise of its franchise as provided under state law. The intent of this subsection is to comply with the requirements of subsections (1), (m), and (n) of Section 5870 of the California Public Utilities Code, and the fee established in this subsection is intended to be a fee authorized by subsection (n) of Section 5870. Sec. 22-294. Audit authority. Not more than once annually, the City Manager, or his or her designee, may examine and perform an audit of the business records of all holders of a state video franchise operating within the boundaries of the City to ensure compliance with Section 22-293 of this Code. See. 22-295. Customer service penalties under state video franchises. (A) Any holder', of a state video franchise operating within the boundaries of the City shall comply with all applicable state and federal customer service and protection standards pertaining to the provision of video service. (B) The City Manager shall monitor the compliance of holders of a state video franchise operating within the boundaries of the City with respect to state and federal customer service and protection standards. The City Manager, or his or her designee, will provide the state video franchise holder written notice of any material breaches of applicable customer service standards and will allow the state video franchise holder 30 days from the receipt of the notice to s a remedy the specified material breach. Material breaches not remedied within the 30-day time period will be subject to the following penalties to be imposed by the City: (1) For the first occurrence of a violation, a fine of$500.00 shall be imposed for each day the violation remains in effect, not to exceed $1,500.00 for each violation. (2) For a second violation of the same nature within 12 months, a fine of $1,000.00 shall be imposed for each day the violation remains in effect, not to exceed $3,000.00 for each violation. (3) For a third or further violation of the same nature within 12 months, a fine of $2,500.00 shall be imposed for each day the violation remains in effect, not to exceed $7,500.00 for each violation. (C) A holder of a state video franchise operating within the boundaries of the City may appeal a penalty assessed by the City Manager to the City Council within 60 days of the initial assessment. The City Council shall hear all evidence and relevant testimony and may uphold, modify or vacate the penalty. The City Council's decision on the imposition of a penalty shall be final. Sec. 22-296. City response to state video franchise applications. (A) Applicants for state video franchises, or amendments to existing franchises, that will authorize the applicant to operate within the boundaries of the City must concurrently provide complete copies to the City of any application or amendments to applications filed with the Public Utilities Commission. At a minimum, one (1) complete copy must be provided to the City Manager. (B) Within 30 days of receipt, the City Manager will provide any appropriate comments to the Public Utilities Commission regarding an application or an amendment to an application for a state video franchise. Sec. 22-297. Notice to adjacent property owners prior to installation of video services facilities. (A) Any holder of a state video franchise, or City-issued cable franchise, operating within the boundaries of the City, that proposes to install above-ground facilities in the public right-of-way shall, no less than 20 days prior to installing such facilities,provide written notice to the owner of the private or public property (excluding the public right-of-way) nearest to the proposed facility. For purposes of this subsection, "above-ground facilities" shall include only those facilities that are located on the ground or on a base or pedestal that is on the ground, and shall exclude aerial or pole-mounted facilities. (B) Any franchisee to which this section applies shall provide the City with a copy of the proposed form of notice to be used in compliance with subsection (a), no less than 10 days prior to mailing or delivering the notice. The City may require the franchisee to amend the form of the notice. Once the City has approved the form of notice, the franchisee shall not be required to obtain additional approvals of notice from the City, so long as the franchisee does not materially deviate from the form of notice approved by the City." SECTION 2. SEVERABILITY. If any section, subsection, sentence, clause, phrase, or portion of this Ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have adopted this Ordinance, and each section, subsection, subdivision, sentence, clause, phrase or portion thereof, irrespective of the fact that any one or more sections, subsections, subdivisions, sentences, clauses, phrases or portions might subsequently be declared invalid or unconstitutional. SECTION 3. CEQA. The City Council finds that this Ordinance is not subject to the California Environmental Quality Act ("CEQA") pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. SECTION 4. EFFECTIVE DATE. This Ordinance shall become effective thirty (30) days after its adoption: SECTION 5. PUBLICATION. The City Clerk shall certify the adoption of this Ordinance and shall cause the same to be posted as required by law., i PASSED, APPROVED, AND ADOPTED this day of 2009. { Joseph R. Rocha Mayor ATTEST: Vera Mendoza City Clerk i APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney i 1