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AGENDA
SPECIAL/REGULAR MEETING OF THE CITY
COUNCIL AND THE REDEVELOPMENT AGENCY
AZUSA AUDITORIUM MONDAY, MARCH 16, 2009
213 EAST FOOTHILL BOULEVARD 6:00 P.M.
AZUSA CITY COUNCIL
JOSEPH R. ROCHA
MAYOR
KEITH HANKS ANGEL CARRILLO
COUNCILMEMBER MAYOR PRO-TEM
URIEL E. MACIAS ROBERT GONZALES
COUNCILMEMBER COUNCILMEMBER
NOTICE TO THE PUBLIC Copies of staff reports or other written documentation relating to each item of
business referred to on the Agenda are on file in the Office of the City Clerk and are available forpublic inspection
at the City Library.
Persons who wish to speak during the Public Participation portion of the Agenda, shall f 11 out a card requesting to
speak and shall submit it to the City Clerkprior to the start of the City Council meeting. When called, each person
may address any item on or off the agenda during the public participation.
6:00 P.M. SPECIAL MEETING—RE-ORGANIZATION OF THE AZUSA CITY COUNCIL
• Call to Order
• Pledge to the Flag
• Invocation— Pastor Ariel Verayo of Jesus Is Lord Church
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A. RESOLUTION DECLARING THE RESULTS 1
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1. RESOLUTION RECITING THE FACTS OF THE GENERAL MUNICIPAL ELECTION HELD IN
THE CITY OF AZUSA ON MARCH 3, 2009, DECLARING THE RESULTS AND SUCH OTHER
MATTERS AS PROVIDED BY THE PROVISIONS OF LAW. RECOMMENDATION: Waive further
reading and adopt Resolution No. 09-C25.
B. OATH OF OFFICE
Oath of Office to be administered to newly elected officials, as follows:
1. MAYOR - Joseph R. Rocha
2. COUNCILMEMBER—Robert Gonzales
3. COUNCILMEMBER—Keith Hanks
4. CITY TREASURER—Marcene Hamilton
5. CITY CLERK—Vera Mendoza
Recess for refreshments.
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7:30 P.M. - REGULAR MEETING OF THE CITY COUNCIL.
• Call to Order
C. PUBLIC PARTICIPATION
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(Person/Group shall be allowed to speak without interruption up to f ve(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.)
D. REPORTS, UPDATES,AND ANNOUNCEMENTS FROM STAFF/COUNCIL
1. Mayor Rocha— Request for r proclamation to celebrate Arbor Day on April 16, 2009.
2. Professional Services Agreement with Linda Demmers for Updated Building Program for New Community
Library for City of Azusa.
3. Introduction of James Peek, newly-appointed Senior Librarian, Technology Services for the Library
Department.
4. UPDATE ON RANCH MARKET SHUTTLE. RECOMMENDED ACTION: Modify the Ranch
Market Shuttle Service toaa Monday through Friday, on demand program.
03/16/09 PAGE TWO
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E. SCHEDULED ITEMS
1. Selection of a Mayor Pro-Tem.
F. 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 MARCH 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. AWARD OF CONTRACT — CITY YARD LIGHT BUILDING REMODEL. RECOMMENDED
ACTION: Award a contract to TSR Construction and Inspection Inc., in the amount of$134,900 for
construction services related to the Light Building Remodel project.
4. APPROVAL TO ENTER INTO A MEMORANDUM OF UNDERSTANDING FOR MEMBERSHIP
IN THE LOS ANGELES STORM WATER QUALITY PARTNERSHIP. RECOMMENDED
ACTION: Approve entering into a Memorandum of Understanding for membership in the Los Angeles
Storm Water Quality Partnership.
5. CAPITAL IMPROVEMENT PLAN AMENDMENT AND AWARD OF CONTRACT—CITY YARD
BLOCK WALL. RECOMMENDED ACTION: Amend the 2008/2009 Capital Improvement Plan to
change the scope of project # 66107A — "Is` Street Dump Site Block Wall' to reflect "City Yard Block
Wall"; and award a contract to C.R.Arbayo Construction in an amount of$18,600 for the construction of the
block wall.
6. AUTHORIZATION TO ENTER INTO A PROFESSIONAL SERVICES AGREEMENT —
TOPOGRAPHIC SURVEY AND MAPPING SERVICES FOR FOOTHILL BOULEVARD FROM
TODD AVENUE TO ORANGE AVENUE. RECOMMENDED ACTION: Authorize staffto enter into
a professional services agreement with The Prizm Group for a "not to exceed" fee of$19,910 to provide
topographic survey and mapping services for Foothill Boulevard between Todd Avenue and Orange Avenue.
7. RESOLUTION AUTHORIZING TEMPORARY CONTINUATION OF BENEFITS AND SALARY
FOR EMPLOYEES CALLED TO MILITARY DUTY IN SUPPORT OF "OPERATION
ENDURING FREEDOM". RECOMMENDED ACTION: Reaffirm the intent ofthe policy authorizing
a temporary continuation of salary and benefits, for a period not to exceed six (6) months; consider the
policy on the continuation of the flexible benefit plan,for a period not to exceed twelve(12)months for city
employees called to active duty in connection with"Operation Enduring Freedom;" and adopt Resolution
No. 09-C26.
03/16/09 PAGE THREE
8. WARRANTS. RESOLUTION AUTHORIZING PAYMENT OF WARRANTS BY THE CITY. 1
RECOMMENDED ACTION: Adopt Resolution No. 09-C27.
9. GENERAL SERVICES IAGREEMENT WITH LOS ANGELES COUNTY. RECOMMENDED
ACTION: Authorize the Mayor to sign the renewals of the General Services Agreement between the City
of Azusa and the County of Los Angeles for a five-year period, commencing July 1,2004 through June 30,
2009.
G. AGENCY SCHEDULED ITEMS
1. AUTHORIZATION TO REJECT THE BID PROTEST RECEIVED FROM MILLER
ENVIRONMENTAL INC.AS FAILING TO STATE A GROUND UPON WHICH THE LOW BID
MAY BE DEEMED NON-RESPONSIVE,FINDING THE LOW BID RESPONSIVE AND AWARD
THE CONTRACT FOR 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 ANDI OTHER SUBSURFACE PARKING AREAS LOCATED ON THE
PROPOSED TARGET PROJECT SITE(APN#8608-024-900,902,903 and 904). RECOMMENDED
ACTION: Reject the bid protest received on March 11, 2009, from Miller Environmental, Inc. as failing to state
grounds upon which the low bid may be deemed non-responsive and approve and award the contract for remediation,
asbestos abatement and dem6lition to R.B.Holt,Inc.in the amount of$275,000 and authorize the Executive Director to
execute the requisite contracts and agreements for the removal of 4 vacant commercial structures, one billboard
structure, the former Rancb.Market parking lot and other subsurface parking areas located on the proposed Target
project site. 1
2. CONSIDERATION OF TWO PURCHASE AND SALE AGREEMENTS FOR THE ACOUISITION
OF THE REAL PROPERTY LOCATED AT 616 NORTH CEDARGLEN DRIVE(ROMAN)AND
630 NORTH CEDARGLEN DRIVE AVENUE(RUBIO) RECOMMENDED ACTION: Approve the
two Purchase and Sale Agreements ("PSA") for the acquisition of real property located at: A) 616 North
Cedarglen Drive [APN:8612-001-032], and B) 630 North Cedarglen Drive [APN: 8612-001-048]. It is
further recommended than the Agency Board approve an appropriation for the proposed acquisition.
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H. AGENCY CONSENT CALENDAR
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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 SPECLgL CALL ITEMS.
1. APPROVAL OF MINUTES OF THE REGULAR MEETING OF MARCH 2, 2009.
RECOMMENDED ACTION: Approve Minutes as written.
2. WARRANTS. RESOLUTION AUTHORIZING PAYMENT OF WARRANTS BY THE AGENCY.
RECOMMENDED ACTION: Adopt Resolution No. 09-R13.
03/16/09 PAGE FOUR
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ZUSA
CONSENT ITEM
TO: THE HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: KERMIT FRANCIS, INTERIM HUMAN RESOURCES DIRECTOR
VIA: F.M. DELACH, CITY MANAGER
DATE: MARCH 16, 2009
SUBJECT: RESOLUTION AUTHORIZING TEMPORARY CONTINUATION OF BENEFITS
AND SALARY FOR EMPLOYEES CALLED TO MILITARY DUTY IN SUPPORT OF
"OPERATION ENDURING FREEDOM"
RECOMMENDATION
It is recommended that the City Council: reaffirm the intent of the policy authorizing a
temporary continuation of salary and benefits, for a period not to exceed six (6) months;
consider the policy on the continuation of the flexible benefit plan, for a period not to
exceed twelve (12) months for city employees called to active duty in connection with
"Operation Enduring Freedom;" adopt the attached resolution.
BACKGROUND
On April 7, 2003, City Council approved resolution No. 03-C30 that authorized a
temporary continuation of salary and benefits for city employees called to active duty in
connection with the nation's response to the terrorist attack on the United States of
America- "Operation Enduring Freedom."
On June 6, 2005, City Council approved resolution No. 05-053 that authorized a
temporary continuation of salary and benefits for city employees called to active duty in
connection with - "Operation Enduring Freedom."
The City of Azusa is currently in compliance with the Federal and State law regarding
military leaves. While current law does guarantee the reinstatement of reservists once
their military assignment has been completed, it only requires that agencies provide those
individuals with continued salary for the first 30 days of duty. In consideration of this
potential loss of income, municipalities in the San Gabriel Valley and throughout Southern
California have been providing additional temporary paid leave and continuation of
benefits for employees recalled to active duty to defend the United States of America.
Because the tour of duty for reservists generally lasts over 30 days, an employee called to
active duty may experience a financial hardship for that individual and their family. The
attached resolution authorized by City Council, would allow employees who are recalled
to be compensated by the City for the difference between the amount the employee
would receive from the regular city gross bi-weekly wage (base rate, not including
overtime) and the amount the employee receives from their military service including all
allowances. The continuation of salary would extend for an additional 150 days beyond
the required 30 days under Federal and State law. This action in total may not exceed
180 days (a total of 6 months). The employee's benefits (retirement and leave accruals)
would be continued for the employee and their family in the manner it would be provided
if the employee was still actively employed by the City.
Additionally, the Police Officers Association requests consideration of a continuation of
the employee's Flexible Benefit Plan (health, dental, et al) for a total period not to exceed
twelve (12) months commencing with the date the employee is ordered to report for duty
for active service. At the conclusion of the twelve (12) months, the employee may elect
to continue their health benefit coverage under the provisions of C.O.B.R.A. (maximum
for military reservists is for a period of up to 24 months paid by the employee).
In order to access this temporary continuation of salary and benefits, the employee must
provide documentation of their military pay in a form acceptable to both the Director of
Human Resources and Director of Finance.
Underwriting policy for the City's Long Term Disability (LTD), Life Insurance and
Accidental Death &Dismemberment (AD&D) plans require that an employee be "regularly
working at least 40 hours each week" for continued coverage. Due to this carrier
restriction, coverage under these plans is suspended during time of active military service.
This would be a temporary modification, authorized by City Council, applied to the City's
existing Military Leave Policy (Civil Service Rule 6.5). As such, the temporary salary and
benefit continuation would only be provided to those individuals who are called to active
duty as a result of the President's Executive Order specific to the current military action.
As cited under the City's Military Leave Policy an employee must be in City employment
for a period of one (1) year, upon being called for military duty to qualify.
Like Resolution No. 03-C30 and 05-053, this is a temporary continuation and additional
City Council approval would be needed to authorize any extension of this temporary
provision. Future military actions would require authorization by City Council to extend
benefits and continue salary beyond the City's existing Military Leave Policy.
FISCAL IMPACT
It is estimated that the City may experience a slight salary savings, offsetting the flexible
benefit plan continuation, as the fiscal impact would be the cost of salary and benefit
continuance minus the employee's military pay.
RESOLUTION NO. 09-C26
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA
AUTHORIZING TEMPORARY CONTINUATION OF BENEFITS AND SALARY
FOR EMPLOYEES CALLED TO ACTIVE MILITARY DUTY IN SUPPORT OF
"OPERATION ENDURING FREEDOM"
WHEREAS, Section 395.01 of the California Military and Veterans Code (the "CMV Code"),
requires public agencies, including the City of Azusa, to continue to compensate city employees who
have been employed for a period of at least one year by the City prior to being"called"to active military
training, inactive duty training, encampment, navel cruises, special exercises or the like, for the first 30
day period of absence from work in any fiscal year when such employees are"called;"and
WHEREAS, notwithstanding the provisions of Section 395.01, Section 395.03 of the CMV Code
specifically acknowledges the right of public agencies, including cities, to authorize payment of
compensation in an amount greater than the pay for 30 calendar days by resolution of the legislative body;
and
WHEREAS,the United States of America has mobilized United States Reserve Military and members of
the California National Guard to serve the nation in a military operation known as "Operation Enduring
Freedom:"and
WHEREAS, the City of Azusa is supportive of the employees of the City who have been "called" into
active military duty and believes that it is in the public interest to provide these employees with
continuing employee benefits and that portion of their City base salary which may be lost due to a leave
of absence from City service for active military duty; and
WHEREAS, it is the interests of the health, safety and general welfare of the City of Azusa to extend the
time during which compensation is provided for those"called"to serve in"Operation Enduring Freedom"
as permitted by California law.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Azusa does
hereby adopt in full the terms and conditions contained in the said staff report dated March 16, 2009.
PASSED AND ADOPTED by the City Council of the City of Azusa at a regular meeting held on 16th
day of March 2009.
1 jGI '
SEPH R.ROCHA,MAYOR
I HEREBY CERTIFY that the foregoing Resolution No. 09-C26 was duly adopted at a regular
meeting of said City Council on the 16th day of March 2009,by the follow roll call vote:
AYES: COUNCIL MEMBERS: GONZALES, CARRILLO,MACIAS, HANKS,ROCHA
NOES: COUNCIL MEMBERS: NONE
ABSENT: COUNCIL MEMBERS: NONE
VERA MENDOZA,CITY CLERK
I. CLOSED SESSION
1. REAL PROPERTY NEGOTIATIONS (Gov. Code See. 54956.8
Agency Negotiators: City Manager Del ach and Assistant City Manager Makshanoff
Under Negotiation: Price and Terms of Payment
Address: Negotiator:
236 N. Viceroy, Azusa, CA Carmen Holthe
ATLANTIS GARDEN
Address: Negotiator:
a. 606 Glenfinnan Avenue, Azusa, CA Martha& Filemon Barrientos
b. 618 Glenfinnan Avenue, Azusa, CA Ramirez Gilbert Trust
c. 629 Glenfinnan, Azusa, CA Edgardo and Neneth S. Arce
d. 641 Glenfinnan Avenue, Azusa, CA Gonzalo Cruz
e. 644 Glenfinnan Avenue, Azusa, CA Judy& Darrol Holm
f. 601 N. Cedarglen Avenue, Azusa, CA Lupe Rubio
g. 615 N. Cedarglen Avenue, Azusa, CA Lupe Rubio
h. 616 N. Cedarglen Avenue, Azusa, CA Louis P. Roman
i. 627 N. Cedarglen Avenue, Azusa, CA E R Cedarglen LLC
j. 628 N. Cedarglen Avenue, Azusa, CA Guillermo Martinez
k. 630 N. Cedarglen Avenue, Azusa, CA Lupe Rubio
1. 627 E. Lime Street, Azusa, CA Augustine A. Juarez
Any person wishing to comment on any of the Closed Session items listed above may do so now.
J. ADJOURNMENT
1. Adjourn.
UPCOMING MEETINGS:
March 23, 2009, Utility Board Meeting— 6:30 p.m. (Light and Water Conference Room)
April 6, 2009, City Council Meeting—6:30 p.m. (Auditorium)
April 20, 2009, City Council Meeting— 6:30 p.m. (Auditorium)
April 27, 2009, Utility Board Meeting—6:30 p.m. (Light and Water Conference Room)
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- 729N.Dalton Avenue,and Azusa Police Department Lobby- 725N.Alameda,Azusa, California.
In compliance with the Americans with Disabilities Act, if you need special assistance to participate in a city
meeting,please contact the City Clerk at 626-812-5229. Notification three(3)working daysprior to the meeting
when special services are needed will assist staff in assuring that reasonable arrangements can be made to
provide access to the meeting.
03/16/09 PAGE FIVE
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OgUFORC�A .
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STAFF UPDATE
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: TITO HAES, ASSISTANT CITY MANAGERJDIRECTOR OF PUBLIC WORKS
VIA: F.M. DELACH, CITY MANAGER
DATE: MARCH 16, 2009
SUBJECT: UPDATE ON RANCH MARKET SHUTTLE
RECOMMENDATION
It is recommended that the City Council modify the Ranch Market Shuttle Service to a Monday through
Friday, on demand program.
BACKGROUND
Because of the closure of Ranch Market to prepare the site for the new Target store, the City Council
directed staff to implement a shuttle service from Ranch Market to local grocery stores. This program
was created to allow residents who used to walk to Ranch Market to continue grocery shopping without
a car. The Shuttle Service was Monday through Friday, stops at Ranch Market location at I OAM, 2PM,
and 5:20PM and on Saturdays every half-hour from 1 OAM-2PM.
The Shuttle Service began operation on Tuesday, January 20 and as of Wednesday, March 11, there
have been no users of the shuttle. In addition, because the City has to schedule a driver to operate the
route on Saturdays, there has been a cost of$700 for the service thus far. Because of the lack of interest
in this service as well as the cost, staff recommends modifying the Ranch Market Shuttle Service as
follows:
Any resident can call Azusa Transit at (626) 812-5206 on Monday through Friday between the hours of
8:30AM and 3:OOPM to schedule a pick-up at the Ranch Market site. Azusa Transit will drive the
resident to an Azusa grocery store and schedule a return pick-up with the resident. This program will be
more convenient to the resident and not require staff to schedule a driver unless requested. Further, by
deleting the Saturday service, there would be no additional cost to provide this service. Staff would
advertise this program on the local cable channel, City of Azusa website, and in the next Azusa
newsletter delivered to Azusa residents.
FISCAL IMPACT
Modifying the Ranch Market Shuttle Service as recommended would create a cost savings of$100 per
week.
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AZUSA
INFORMATION
TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS
FROM: VERA MENDOZA, CITY CL-Pilr/
DATE: MARCH 16, 2009
SUBJECT: RESOLUTION ESTABLISHING MAYOR PRO-TEM SELECTION
CRITERIA
Attached please find Resolution No. 97-051, which establishes criteria for the selection of Mayor
Pro Tern; it was adopted in 1997. Based on the criteria noted in the resolution, Councilmember
Keith Hanks is the member of the City Council with the greatest seniority.However,Councilmember
Hanks feels the intent of the policy is to rotate the Mayor Pro-Tern position amongst those most
senior members who have not yet served in that capacity. Therefore, he is recommending the
appointment of Councilmember Macias to the position of Mayor Pro-Tem.
For your information, also attached is a list of former Mayor Pro-Tern dating back to 1992.
Prepared by C. Toscano, Assistant City Clerk
Attachments: Resolution No. 97-051 and list of former Mayor Pro-Tem for information purposes.
NigoA
RESOLUTION NO. 97-051
A RESOLUTION OF THE CITY COUNCIL OF riff CITY
OF AZUSA, CALIFORNIA,ESTABLISHING SELECTION
CRITERIA AND A TERM FOR THE MAYOR PRO TEM
BE IT RESOLVED by the City Council of the City of Azusa as follows:
Section 1. The City Council hereby adopts the following mayor pro tem selection criteria
and term of office:
(1) The primary intent of this Resolution is to ensure that the City's
mayor pro tern is selected on objective criteria. Criteria such as seniority
and public support as expressed in the number of votes received in an
election are to be used as the basis for selecting the mayor pro tem. It is
the Council's intent to ensure that each council member serving on the
Council receive the opportunity to serve as mayor pro tem at least once
during his or her four-year term as a council member.
(2) In March 1997, the mayor pro tern shall be that council member
who has the greatest seniority based on the number of consecutive years of
service on the Council and who received the highest number of votes in the
March 1995 general City election. However, if this council member does
not accept the nomination for mayor pro tem, the next council member
with the most seniority shall be the mayor pro tern. The council member
selected as the mayor pro tern in 1997 shall serve from the date he or she is
selected by the City Council until the third Monday in March 1998, or until
such time as his or her successor is selected by the City Council and
RVPUB SR021156
accepts the office.
(3) Beginning at the City Council meeting on the third Monday in
March 1998, the mayor pro tem shall be that council member with the
greatest seniority. However, if this council member does not accept the
nomination for mayor pro tern, then the next most senior council member
shall be mayor pro tem. However, if two council members have equal
seniority, then that council member who received the highest number of
votes in the March 1997 general City election shall be the mayor pro tern.
The council member serving as mayor pro tem in 1998 shall serve from the
date he or she accepts the nomination until the first Tuesday following the
general City election in March 1999, or until such time as his or her
successor is selected by the City Council and accepts the office.
(4) The successor mayor pro tem shall be the next council member with
the greatest seniority. Ties between council members based on seniority
shall be broken by that council member who received the highest number of
votes in that election where the two senior council members were elected.
(5) Successor mayors pro tem shall serve from March to March of each
year and a new successor shall be selected on the third Monday in March in
even numbered years and the second Tuesday of March in odd numbered
years. Notwithstanding this, the mayor pro tern shall continue to serve
until his or her successor takes office.
RVPUB\SRC'21156
Section 2. The City Clerk shall certify the adoption of this Resolution.
PASSED,APPROVED AND ADOPTED this 21 day of April , 1997.
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I HEREBY CERTIFY that the foregoing Resolution 97-C 51 was duly adopted by
the City Council of Azusa, at a regular meeting thereof, held on the 21 day of April ,
1997, by the following vote of the Council.
AYES: COUNCIL MEMBERS: Hardison,Stanford,Rocha')Beeb,o%,Madrid
NOES: COUNCIL MEMBERS: None
ABSENT: COUNCIL MEMBERS: None// /
CITY CLERK ''
RVPUBVSR0.21156
MAYOR PRO-TEM
1992 1992-1994 Stephen Alexander
1994 1994-March 4, 1997 Tony Naranjo
1997 April 7, 1997-June 1, 1998 Diane Beebe
1998 June 1, 1998-March 16, 1999 David Hardison
1999 March 16, 1999-March 20, 2000 Dick Stanford
2000 March 20, 2000-March 20, 2001 Joseph Rocha
2001 March 20, 2001-March 18, 2002 Diane Chagnon
2002 March 18, 2002-March 17, 2003 David Hardison
2003 March 17, 2003-March 25, 2004 Joseph Rocha
2004 March 15, 2004-March 21, 2005 Dick Stanford
2005 March 21, 2005-March 20, 2006 Dave Hardison
2006 March 20, 2006-March 19, 2007 Joseph Rocha
2007 March 19, 2007-March 17, 2008 Keith Hanks
2008 March 17, 2008-March 16, 2009 Angel Carrillo
2009 March 16, 2009-March 1 , 201
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CITY OF AZUSA
MINUTES OF THE CITY COUNCIL
REGULAR MEETING
MONDAY,MARCH 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 Azuaa
Auditorium,located at 213 East Foothill Boulevard Azusa,CA,91702.
CEREMONIAL
Ceremonial
Certificates of Recognition were presented to Joel Gonmlez and Jousee Gonzalez of the Azusa Boxing
Club who won in the"Silver Gloves District"competition at the Regional and State level.
CLOSED SESSION Closed Sess
The City Council recessed to Closed Session at 6:38 p.m.to discuss the following: Recess
1. CONFERENCE WITH LEGAL COUNSEL—POTENTIAL CLAIM AGAINST AZUSA(Gov. Conf wdegal
Code Sec.54956.9(6) -Natural Resources Defense Council v.County of Los Angeles,LA County Coal
Flood Control.
2.CONFERENCE WITH LEGAL COUNSEL — POTENTIAL LITIGATION (Gov. Code See. Conf wNegal
54956.9(b&c)l. One Case Watt Genion Coal
Moved by Councilmember Hanks,seconded by Mayor Pro-tem Carrillo and unanimously carried to add the Add to Closed
fallowing to Closed Session: Session
3. CONFERENCE WITH LEGAL COUNSEL — POTENTIAL LITIGATION (Gov. Code Sec. Conf w/legal
54956.9 (b&c)l. Atlantis Gardens. - Coal
The City Council reconvened at 7:35 p.m.City Attorney Carvalho advised that there was reportable action Reconvened
on item one of the Closed Session item;on a 5-0 vote the City declined to enter into a tolling agreement.
There was no other reportable action taken.
Mayor Rocha called the meeting to order. Call to Order
Kayleen led in the Salute to the Flag. Flag Salute
INVOCATION was given by Reverend LeRoy of the Fust Assembly of God Church Invocation
ROLL CALL Roll Call
PRESENT: COUNCILMEMBERS: GONZALES,CARRILLO,MACIAS,HANKS,ROCHA
ABSENT: COUNCILMEMBERS: NONE
ALSO PRESENT: Also Presort
City Attorney Carvalho,City Manager Detach,Assistant City Manager Makshanolf,Azusa Police Captain
Go.]., Administrative Services Director-Chief Financial Officer Kreimeier, Assistant Community
Development Director McNamara,Director of Public Works/Assistant City Maunger Haes, Director of
Recreation and Family Services Jacobs, City Treasurer Hamilton, Public Information Officer Quiroz,
Library Director Tovar,City Clerk Mendoza,Deputy City Clerk Toscana.
PUBLIC PARTICIPATION Pub Part
Mr.Mike Lee addressed Council wishing candidates good luck;expressed his opinion regarding the right M.Lee
to vote;urged all to vote and sent out well wishes and announcements to his friends who have been ill. Comments
II
Mr.Emesto Dumas addressed Council statin that he has a problem in his apartment n I,
g p p regarding second E.Dumas
hand smoke,he submitted a petition requesting that he have a smoke free apartment house. Comments '.
Ms.Patty Gonzales addressed Council inviting all to Spaghetti Droner and Silent Auction to benefit the P.Gonzales
Azusa High Marching Band and Pageantry Core,be held an Saturday,March 76 from 6-9 p.m.,at 240 N. Comments
Cerritos;cost is$6 adults,$3 children 3-1I years old,and family ticket for 25 dollars.
Ms.Peggy Martinez addressed Council providing updates on(DBA),Downtown Business Association, P.Martinez
stating that Miss Azusa Pageant will be held on March 21,2009 at Citrus College Performing Arts Center Comments
and the Annual Membership Meeting will be held on March 19,2009;for more information call 812-5818.
Mr.Paul Naccachisn addressed Council congratulating all candidates running in the election and staling P.Naccachian
that this has been a great and wonderful journey,he thanked staff,volunteers and all who supported him. Comments
Mr. Sal Martinez addressed Council thanking them for support of Azusa American Little League and S.Martinez
invited all to Opening Day an March 7°. He amnuseed the completion of registration;thanked the Comments
community for their continued support;dedicated their season to the John Littlefield Family and talked
about their donations; April 4'"Little League Dance at the Azusa Woman's Club from 6 p.m.—11 p.m.
and wished good luck m all candidates.
Mr. Eddie Alvarez wished all candidates good luck in the upcoming elecdom encouraged all to vote; E.Alvarez
advised that another Navy Unit has been activated out of Moreno Valley and requested that all support the Comments
troops.
Ms.Stephanie Mills urged all to vole;wished all good luck;and thanked Mayor Joseph Rocha far ruining S.Mills
in the election. Comments
Mr.Arthur Vasquez Jr.announced that there will be an important meeting on March 3,2009,at 7 p.m.at A. Vasquez
Foothill Middle School regarding Azusa Unified School District and decisions that have to be made Comments
regarding the budget.
Mr. Art Morales wished good health to Murray Hion ,Walter Harville,and Art West;announced the A-Morales
election;thanks to all who vote absentee;announced his selection for candidates and talked about the lack Comments
of sign for the bus mutes from the old Ranch Market.
Ms.Suravve Avila of California Resource:Connections invited all to a Smart Gardening Workshop to be S.Avila
held on Saturday,March 28,2009,at 9:30 a.m.at the Azusa River Park,the old EI Eneavto Restaurant- Comments
She talked about the current drought conditions and thanked City leaders as well as Azusa Light and Water
Department for being ahead of the game.
Mr.Tom Gonzales addressed Council wishing good luck to all the candidates;thanked Mr.Eddie Alvarez T.Gonzales
for allowing him to work on his campaign;urged all to vote,and named the candidates of bis choice. Comments
REPORTS,UPDATES COUNCEL BUSINESS AND ANNOUNCEMENTS-STAFF Rpls/Updates
Staff responded to questions asked as follows: City Council has no authority to ban smoking in private City Attorney
buildings;only landlords can mandate;the polls open at 7 a.m.and close at 7 p.m.,and shuttle signs have Comments
been put up, call 812-5248 for mare information. City Manager Delach announced that the City has
received an award in the Light and Water Department for Tree Line USA Utilities.
Moved by Councilmrember Gonzales,seconded by Mayor Pro-Tem Carrillo and unanimously carried to Eagle Scout
approve request for a proclamation for Adam N.Verharsl in honor of achieving the mrdc of Eagle Scout. Award
Mr.Ron While,on behalf of the Azusa High School 60's Reunion Committee,presented a check in the Ron Wbim
amount of$500 to the Azusa City Library,Library Director Albert Tovae m be used in the Children's Present check
Library. To Library
Ms. Efisa Clifford of the Southern California Edison, addressed Council regarding the Tehachapi E.Clifford
Renewable Tmnamission Project, advising that it's a California Public UfiHtim Commission mandated Comments
project where all the utilities in the State of California have their renewable fuel mix be at least 20%by
2010 aad advised what Edison is doing by choosing the Tehachapi wind power.
Mayor Pro-Tem Carrillo crngmlulated Councllmember Hanks on being reappointed to Southern California Carrillo
Association of Governments(SCAG). Comments
Councilmember Macias relayed his experience with local theater and music performance at schools and Macias
urged all to vote in the upcoming election. Comments
Councilmember Hanks also urged all to vote in the upcoming election. Hanks
P
Comment
ONO2J09 PAGE TWO
I
' Councilmember Gonzales urged all to vote in the upcoming election;relayed a message from Joe Guanem Gonzales
Jr.thanking the Azusa Police Department for saving the life of his mother last week;and on behalf of Comments
"^ Louie Carrillo he asked the public to help send used baseball bats and
call(626)253-0958,Tanya or Louis Carrillo,for more information. gloves to Mexico by donating them,
Mayor Rocha advised that the meeting would be adjourned in memory of Marina Pedroza, Rocha
lifelong resident of Azusa. He reiterated that opening day for American Little League is March 7n Comments
at 10 a.m.;March 10 at noon the Azusa National Little League will be having their opening day
ceremonies;Much l I will be the celebration of the Azusa Library Bookmobile;Friday,March
6a at 7 p.m.at APU,the Homework House will be having a fundraiser;March 11'b there will be a
fundraiser at Max's Restaurant for Donate A Life Walk from 2 p.m.—9 p.m.;thanked all who
helped clean American National Little League for opening day; directed persons interested in
volunteering to Azusabeautifut.m m. Lengthy discussion was held regarding the problem of
huffing on aerosol cans with plastic bags in several areas of Azusa. Mr.Rocha advised that there
will be a meeting regarding the issue on March 1 I u at Lee school,to let parent know what can be
done to prevent the behavior.
SCREDULED ITEMS Schad Items
RESOLUTION REQUESTING THE METRO BOARD AMEND THE DRAFT 2009 LRTP TO Rmamenddaft
-
EXPEDITE FUNDING FOR THE FOOTHILL EXTENSION LRTP
Director of Public Works/Assisuct City Manager Haes addressed the issue stating that the current daft of T.Ham
the LRTP lists the Gold Line Foothill Extension finding for operation by 2017;the Gold Line is ready to Comments
be built and can be operational by 2013; he explained problems that would occur if the process was
delayed. Be responded to questions posed. Mayor Pra-Tem Carrillo requested to add additional language
which included the following: "economic stimulus is the choice phrase of the time,the immediate funding
of the Football Extension project would stimulate the entire county in job creation faster than any other
Metro aJ project".
Mayor PmTem Carrillo offered a Resolution entitled:
A RESOLUTION OF THE CITY COUNCIL OF THE CIN OF AZUSA REQUESTING THAT THE Res.09L23
METRO BOARD AMEND THE DRAFT 2009 LRTP TO EXPEDITE FUNDING FOR THE FOOTHILL Amend Draft
EXTENSION PROJECT. LRTP Foothill
Extension
Moved by Mayor Pr Tem Carrillo, seconded by Councilmember Macias to waive further reading and
adopt. Resolution passed and adapted by the following vote of the Council:
AYES: COUNCILMEMBERS: GONZALES,CARRILLO,MACIAS,HANKS,ROCRA
NOES: COUNCILMEMBERS: NONE
ABSENT: COUNCILMEMBERS: NONE
The CONSENT CALENDAR consisting of Items D-1 through D-6 was approved by motion of Consent Calendar
Counciloomber Gonzales, seconded by Mayor Pm-Tem Carrillo and unanimously carried with the Approved D4&
exception of items D-0 and Db,which were considered under the Special Call portion of the Agenda. 6 Spec Call
Staff advised of typographical error in the HR Action item which was noted.
L The minutes of the regular meeting of Febr ary 17,2009,were approved as written. Min appvd
2. Human Resources Action Items were approved as follows: - - RR Action Items
Merit Increase and/or Regular Appointments:E.Vazquez,D.Bobad'dla,J.Prado,R.Cabddo,S.
Sahr,IL C.Wilkins.
New Appointments: M.Besto,and J.Peek.
Flez Staffing: C.Williams,and S.Hall.
3. The City Treasurer's Report m of3anua y 31,2009,was received and filed. Tress Rpt
4. SPECIAL CALL ITEM. Spec Call
5. Notice of Completion for the City Hall Basement Remodel was approved and staff was authorized NOC City Hall
to file the Notices ofComplelion with the Los Angeles County Clerk. Emotional
remodel
6. SPECIAL CALL ITEM.
Spec Call
03/02/09 PACE THREE
SPECIAL CALL ITEMS Spec Call it. e
Councilmember Gorvales addressed the Notice of Completion for playground equipment at Northside and Gonzales \.
Zacatecas Park, commending and thanking staff for doing a great job at Zacatecas Park. He also Comment
commended both Little Leaghes for doing a great job with the Leagues
' Moved by Councilmttnbtt Macros, seconded by Cowcilmembtt Gonzales and unanimously carried to NOC Northside
approve the Notice of Completion for the construction of playground equipment at Northside and Zacatecas Zacatecas
Park in the amount of 574,913.00 and authorize staff to file the Notice of Completion with the Los Angeles Playground equip
County Clerk. j
Couocibno mber Macias addressed the resolution authorizing payment of warrants asking if the funds to Macias
hwindale were a reimbursement of a utility user tax; staff responded that the,would look into the matter. Comment
Councilmember Macias offered a Resolution entitled:
I
A RESOLUTION OF THE CI'T'Y COUNCIL OF THE CITY OF AZUSA ALLOWING CERTAIN Res.09-C24
CLAIMS AND DEMANDS AND SPECIFYING THE FUNDS OUT OF WHICH THE SAME ARE TO Wamnts
BE PAID.
Moved by Councilmember Macias,seconded by Comcilm unber Gonzales to waive further reading and
adopt. Resolution passed and adapted by the following vote of the Council:
i
AYES: COUNCILMEBERS: GONZALES,CARRILLO,MACIAS,HANKS,ROCHA
NOES: COUNCBLMEMBERS: NONE
ABSENT: COUNCB.MEMBERS: NONE
THE CITY COUNCIL RECESSED AND THE REDEVELOPMENT AGENCY CONVENED AT CRA Convene
8:52P.M. THE CITY COUNCIL RECONVENED AT 8:53 P.M. Cncl reconvened
It was consensus of Cmmcdrhembers to adjourn in memory of Marina Pedroz2 Adjourn in
Memory of M.
Pedroza
UPCOMING MEETINGS: "Upcoming
Meetings
March 16,2009,City Council Meeting Re-organization Meeting—6:30 p.m.(Auditorium)
Mash 23,2009,Utility Board Meeting—6:30 p.m.(Light and Water Conference Room)
April 6,2009,City Council Meeting—6:30 p.m.(Auditorium)
April 20,2009,City Council Meeting—6:30 p.m.(Auditorium)
TIME OF ADJOURNMENT:8:54 P.M.
CITY CLERK
NEXT RESOLUTION NO.2009-C25.
NEXT ORDINANCE NO.2009-01.
03/02/09 PAGE FOUR
j
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:.. C'gOFOF��P ..
CONSENT CALENDAR
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: KERMIT FRANCIS, INTERIM DIRECTOR OF HUMAN RESOURCES/PERSONNEL OFFICER
VIA: F.M. DELACH, CITY MANAGER Rk12
DATE: MARCH 16, 2009
/j
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 March 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= WAME 'CL-ASSIFICATION FACTION/EFF RANGE/STEP ,
' iDATE BASE MO SALARY
UTL Feliza Cawte Administrative Technician Merit Increase 4174/5
02/16/2009 $4712.96
UTL Kenneth Godbey Water Distribution Merit Increase 5225/5
Supervisor 11/21/2008 $7707.76
UTL Julio Picazo Water Distribution Worker Reg Appt/Merit 5167/2
1 Inc $3793.89
01/28/2009
UTL Emanuel Water Distribution Worker Reg Appt/Merit 5167/2
Cardoso I Inc $3793.89
12/23/2008
UTL Jesus SanchezWater Distribution Worker Merit Increase 5178/4
lI 01/25/2009 $4636.75
PW Robert Zuniga Street Maintenance Merit Increase 4163/5
Worker II 02/28/2009 $4317.21
PW Christopher Street Maintenance Reg Appt/Merit 4153/2
Davis Worker I Inc $3421.17
02/28/2009
PD Rosa Sok Police Records Specialist I Reg Appt/Merit 9140/2
Inc $2943.96
03/15/2009
LB Esther Harris Library Assistant III Merit Increase 4150/4
11/01/2008 $3585.79
PD Stephanie Police Dispatcher Regular Appt. 9166/2
Salvatore 12/17/2008 $3838.61
FISCAL IMPACT
There is no fiscal impact, as positions listed are funded in approved department budgets.
h,;OF,qZG
- c'<iPonr`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
DATE: MARCH 16, 2009
SUBJECT: AWARD OF CONTRACT—CITY YARD LIGHT BUILDING REMODEL
RECOMMENDATION
It is recommended that the City Council award a contract to TSR Construction and Inspection Inc.,
in the amount of$134,900 for construction services related to the Light Building Remodel project.
BACKGROUND
In 2005, the Electric Division vacated their offices in the City Yard and relocated to a new facility
on 1020 W. I 01 Street. The old facility has remained vacant and is in need of a major
rehabilitation, including removal of mold and asbestos, in order to be occupied. This facility will
house the Public Works Director, Administrative Secretary, Senior Management Analyst and the
Engineering Division. Relocating the Engineering Division to the City Yard will also free-up much
needed office space in West Wing. The City Council approved the remodel project as a Capital
Improvement Project in FY 2008-2009 and authorized staff to solicit RFP's on February 2, 2009.
The following sealed bids were opened on March 51h, 2009:
Pacific Construction $118,600.00
TSR Construction and Inspection $134,900.00
GMX Construction Inc. $155,000.00
Union Construction $180,000.00
CR Arbayo Construction $186,648.94
Ventura Construction Inc. $188,682.00
Parrague $238,800.00
Staff reviewed the bid submissions, including verification of references and subcontractors. Staff
contacted Pacific Construction regarding incomplete bid items and discrepancies. Pacific
Construction notified the City in writing that there was a "clerical error" in their bid and they
requested to withdraw the bid. As such, staff verified TSR Construction's bid and determined it to
be the lowest qualified bid for the project
FISCAL IMPACT
The cost of the project is below the CIP budgeted amount and will be paid out of the Public Works
Endowment Fund 49-80-000-730. While the contracted amount is $134,900.00, upon Council
acceptance, the purchase-order will be for $148,490 to reflect a 10% contingency for any possible
unforeseen change orders.
Attachments: Short form Construction Contract
I
I
i
i
._... _._.. . Uil
Y
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!✓
DATE: MARCH 16, 2009
SUBJECT: APPROVAL TO ENTER INTO A MEMORANDUM OF UNDERSTANDING FOR
MEMBERSHIP IN THE LOS ANGELES STORM WATER QUALITY
PARTNERSHIP
RECOMMENDATION
It is recommended that the City Council approve entering into a Memorandum of Understanding for
membership in the Los Angeles Storm Water Quality Partnership.
BACKGROUND
The Los Angeles Storm Water Quality Partnership ("LASQP") was established in 2007 and pursues a
pro-active approach with the Los Angeles Regional Water Quality Control Board ("Regional Board").
The overall objective of this partnership is to facilitate a collaborative working relationship with the
Regional Board and the National Pollutant Discharge Elimination System ("NPDES") permit holder
cities ("Permittees").
Past disputes between NPDES Permittees and the Regional Board staff over the appropriate level of
regulation has stifled the flow of communication. As a result, the Regional Board has developed
stormwater quality regulations with minimal collaboration with the cities, resulting in costly litigation.
The cities participating in this partnership focus on cooperative efforts with Regional Board staff in
developing smart, scientifically proven, and cost-effective programs to address issues of water pollution
from stormwater runoff.
Currently, Azusa is a Co-Permittee under the Los Angeles County's NPDES Permit. As the Regional
Board considers issuing a new NPDES Permit, it is important for Azusa to have a "seat at the table"
during these negotiations and membership in LASQP would provide that. LASQP currently contracts
with consultants to facilitate dialogue with the Regional Board and its staff, environmental groups, and
key political leaders to assist in cultivating a productive relationship with the Regional Board. MOU
Signatories share the costs and services of consultants, public affairs agents, and technical advisors.
FISCAL IMPACT
At this time, membership in LASQP is approximately $2,500 per month. As additional cities join the
group, our fee will be reduced. There are sufficient funds in Fund 34 Sewer to cover these costs.
OF
CONSENT CALENDAR
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: TITO HAES, PUBLIC WORKS DIRECTOWASSISTANT CITY MANAGER
VIA: F.M. DELACH, CITY MANAGER tU/
DATE: MARCH 16, 2009
SUBJECT: CAPITAL IMPROVEMENT PLAN AMENDMENT AND AWARD OF
CONTRACT—CITY YARD BLOCK WALL
RECOMMENDATION
It is recommended that the City Council amend the 2008/2009 Capital Improvement Plan to
change the scope.of project # 66107A — "Is` Street Dump Site Block Wall" to reflect "City Yard
Block Wall'; and award a contract to C.R. Arbayo Construction in an amount of$18,600 for the
construction of the block wall.
BACKGROUND
The Public Works Department utilizes an area just north of Zacatecas Park as a "dump site" and
temporary staging area. There is currently a chain link fence that separates the "dump site" from
the park and other adjacent properties. Residents and business have considered this site as an
eye sore and have requested its relocation or a block wall. As a result, in the 2008/09 Capital
Improvement Plan, the City Council budgeted $35,000 for the construction of a block wall
around the dump site.
Since the adoption of the CIP, plans for the use of the site have changed. There is an unmet
demand for parking at this site. During the weekends and special events, park users are often
forced to utilize street parking a significant distance away. Preliminary plans are underway to
utilize this site as a parking lot for park users and find a new, suitable location for the existing
Public Works "dump site".
The south side of the City Yard's perimeter is adjacent to the railroad tracks and separated by a
chain link fence. There have been several occurrences of theft in the City Yard and last year,
trespassers cut the chain link fence and stole over $1,000 of materials. This security breech also
posses a threat to the electrical substation located at the City Yard.
Staff requests that the City Council reprogram the scope of the project and utilize the budgeted
funds for construction of a 210 linear foot block wall on the south side of the City Yard. The
following bids were received for the block wall:
C.R. Arbayo Construction Inc. $18,600
CD Construction j $19,418
Parrague Construction.Inc. $25,814
FISCAL IMPACT
Per Council approval the'project will be paid out of account 12-80-000-661-7130/66107A-7130.
Although the contract is $18,600 the purchase order will be for $20,460 reflecting a 10%
contingency for unforeseen change orders.
I
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UJOr
CONSENT CALENDAR
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: TITO HAES, PUBLIC WORKS DIRECTOR/ASSISTANT CITY MANAGER
VIA: F.M. DELACH, CITY MANAGER '*
DATE: MARCH 16, 2009
SUBJECT: AUTHORIZATION TO ENTER INTO A PROFESSIONAL SERVICES
AGREEMENT — TOPOGRAPHIC SURVEY AND MAPPING SERVICES FOR
FOOTHILL BOULEVARD FROM TODD AVENUE TO ORANGE AVENUE
RECOMMENDATION
It is recommended that the City Council authorize staff to enter into a professional services
agreement with The Prizm Group for a not to exceed fee of $19,910 to provide topographic
survey and mapping services for Foothill Boulevard between Todd Avenue and Orange Avenue.
BACKGROUND
The segment of Foothill Boulevard from Todd Avenue to Orange Avenue is aged and
deteriorated requiring reconstruction. Public Works Engineering Division requires topographic
survey and mapping services to support design to prepare contract documents for the second
phase of the reconstruction of Foothill Boulevard from Todd Avenue to Orange Avenue.
On February 2, 2009, City Council authorized staff to solicit proposals for topographic survey
and mapping services. On March 4, 2009, staff received 22 proposals from qualified firms.
After an evaluation by the engineering staff, The Prizm Group is recommended to perform the
requested services.
FISCAL IMPACT
The professional services agreement will be for a not to exceed fee of $19,910. Funds for the
topographic survey and mapping services are available from CIP #66109F.
IF I
CONSENT ITEM
TO: THE HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: KERMIT FRANCIS, INTERIM HUMAN RESOURCES DIRECTOR
VIA: F.M. DELACH, CITY MANAGERi,.,W
DATE: MARCH 16, 2009
SUBJECT: RESOLUTION AUTHORIZING TEMPORARY CONTINUATION OF
BENEFITS AND SALARY FOR EMPLOYEES CALLED TO MILITARY DUTY
IN SUPPORT OF "OPERATION ENDURING FREEDOM"
RECOMMENDATION
It is recommended that the City Council: reaffirm the intent of the policy authorizing a
temporary continuation of salary and benefits, for a period not to exceed six (6) months; consider
the policy on the continuation of the flexible benefit plan, for a period not to exceed twelve (12)
months for city employees called to active duty in connection with "Operation Enduring
Freedom;" adopt the attached resolution.
BACKGROUND
On April 7, 2003, City Council approved resolution No. 03-C30 that authorized a temporary
continuation of salary and benefits for city employees called to active duty in connection with
the nation's response to the terrorist attack on the United States of America— "Operation
Enduring Freedom."
On June 6, 2005, City Council approved resolution No. 05-053 that authorized a temporary
continuation of salary and benefits for city employees called to active duty in connection with—
"Operation Enduring Freedom."
The City of Azusa is currently in compliance with the Federal and State law regarding military
leaves. While current law does guarantee the reinstatement of reservists once their military
assignment has been completed, it only requires that agencies provide those individuals with
continued salary for the first 30 days of duty. In consideration of this potential loss of income,
municipalities in the San Gabriel Valley and throughout Southern California have been providing
additional temporary paid leave and continuation of benefits for employees recalled to active
duty to defend the United'States of America.
Because the tour of.duty for reservists generally lasts over 30 days, an employee called to active
duty may experience a financial hardship for that individual and their family. The attached
resolution authorized by City Council, would allow employees who are recalled to be
compensated by the City for the difference between the amount the employee would receive
from the regular city gross bi-weekly wage (base rate, not including overtime) and the amount
the employee receives from their military service including all allowances. The continuation of
salary would extend for an additional 150 days beyond the required 30 days under Federal and
State law. This action in total may not exceed 180 days (a total of 6 months). The employee's
benefits (retirement and leave accruals) would be continued for the employee and their family in
the manner it would be provided if the employee was still actively employed by the City.
Additionally, the Police Officers Association requests consideration of a continuation of the
employee's Flexible Benefit Plan (health, dental, et al) for a total period not to exceed twelve
(12) months commencing with the date the employee is ordered to report for duty for active
service. At the conclusion of the twelve (12) months, the employee may elect to continue their
health benefit coverage under the provisions of C.O.B.R.A. (maximum for military reservists is
for a period of up to 24 months paid by the employee).
In order to access this temporary continuation of salary and benefits, the employee must provide
documentation of their military pay in a form acceptable to both the Director of Human
Resources and Director of Finance.
Underwriting policy for the City's Long Term Disability (LTD), Life Insurance and Accidental
Death & Dismemberment;(AD&D) plans require that an employee be "regularly working at least
40 hours each week" for continued coverage. Due to this carrier restriction, coverage under
these plans is suspended during time of active military service.
This would be a temporary' modification, authorized by City Council, applied to the City's
existing Military Leave Policy (Civil Service Rule 6.5). As such, the temporary salary and
benefit continuation would only be provided to those individuals who are called to active duty as
a result of the President's Executive Order specific to the current military action. As cited under
the City's Military Leave Policy an employee must be in City employment for a period of one
(1) year, upon being called for military duty to qualify.
Like Resolution No. 03-C30 and 05-053, this is a temporary continuation and additional City
Council approval would be needed to authorize any extension of this temporary provision.
Future military actions would require authorization by City Council to extend benefits and
continue salary beyond the City's existing Military Leave Policy.
FISCAL IMPACT
It is estimated that the City may experience a slight salary savings, offsetting the flexible benefit
plan continuation, as the fiscal impact would be the cost of salary and benefit continuance minus
the employee's military pay.
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA
AUTHORIZING TEMPORARY CONTINUATION OF BENEFITS AND SALARY
FOR EMPLOYEES CALLED TO ACTIVE MILITARY DUTYIN SUPPORT OF
"OPERATION ENDURING FREEDOM"
WHEREAS, Section 395.01 of the California Military and Veterans Code (the "CMV
Code"), requires public agencies, including the City of Azusa, to continue to compensate city
employees who have been employed for a period of at least one year by the City prior to being
"called" to active military training, inactive duty training, encampment, navel cruises, special
exercises or the like, for the first 30 day period of absence from work in any fiscal year when
such employees are "called;" and
k
WHEREAS, notwithstanding the provisions of Section 395.01, Section 395.03 of the CMV
Code specifically acknowledges the right of public agencies, including cities, to authorize
payment of compensation in an amount greater than the pay for 30 calendar days by resolution of
the legislative body; and
WHEREAS, the United States of America has mobilized United States Reserve Military and
members of the California National Guard to serve the nation in a military operation known as
"Operation Enduring Freedom:" and
WHEREAS, the City of Azusa is supportive of the employees of the City who have been
"called" into active military duty and believes that it is in the public interest to provide these
employees with continuing employee benefits and that portion of their City base salary which
may be lost due to a leave of absence from City service for active military duty; and
WHEREAS, it is the interests of the health, safety and general welfare of the City of Azusa to
extend the time during which compensation is provided for those "called" to serve in "Operation
Enduring Freedom" as permitted by California law.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of
Azusa does hereby adopt in full the terms and conditions contained in the said staff report dated
March 16, 2009.
PASSED AND ADOPTED by the City Council of the City of Azusa at a regular meeting held
on 16`h day of March 2009.
MAYOR OF THE CITY OF AZUSA
I HEREBY CERTIFY that the foregoing Resolution was duly adopted at a regular
meeting of said City Council on the 16`h day of March 2009, by the follow roll call vote:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS
CITY CLERK OF THE CITY OF AZUSA
,Iry
U,110F�g2� '.
9
. ,C'aC(FORN�P
i
CONSENT CALENDAR
k
TO: HONORABLE MAYOR AND COUNCIL MEMBERS
FROM: JAMES MAKSHANOFF, ASSISTANT CITY MANAGER j
VIA: F.M. DELACH, CITY MANAGERt�
DATE: MARCH 16, 2009
SUBJECT: GENERAL SERVICES AGREEMENT WITH LOS ANGELES COUNTY
RECOMMENDATION
It is recommended that the City Council approve the attached General Services Agreement between the City of
Azusa and the County of Los Angeles for a five-year period, commencing July 1, 2009 through June 30, 2014
and authorize the Mayor to sign on the City's behalf.
BACKGROUND
k
The General Services Agreement (GSA) between the City of Azusa and the County of Los Angeles will expire ,
on June 30, 2009. In order to ensure continuation of services that the city receives from the County through the.
GSA, staff is recommending that the Council renew the agreement for a five-year period, commencing July 1, 4
2009 through June 30, 2014.
The GSA is a contract between the City and the county that provides the authority for the County to render
services requested by the City on an "as needed" basis. This includes such functions as prosecution of city
ordinances, prisoner booking and incarceration, predatory animal control, "overflow" building inspection and
plan check services, and a variety of public work activities.
The GSA also specifies the method by which a city or other entity requests and pays for the service and `
provides for the annual adjustment of rates. The county sets its rates much the same manner that the City of
Azusa sets charges for the services it provides. The cost of such services is based on detail work records
covering labor, supervision, planning, supplies and any incidental items. Most of the cities and a number of
public entities within the county have executed this agreement with the County. f
FISCAL IMPACT k
Funds for securing these services are budgeted within various City Accounts as part of their annual operating ,
budget and are only used on as "as needed" basis.
Uo fLOS gH County of Los Angeles
J� C R
} �+ CHIEF EXECUTIVE OFFICE
Kenneth Hahn Hall of Administration
k — 500 West Temple Street, Room 713,Los Angeles,California 90012
t �r (213)974-1101
c4uFo;t - http:llceo.lacounty.gov
WILLIAM T FUJIOKA Board of Supervisors
Chief Executive Officer - GLORIA MOLINA
- First District
MARK RIDLEY-THOMAS
January 20, 2009 Second District
ZEV YAROSLAVSKY
Third District
i
DON KNABE
Mr. Francis Delach Forth District
City Manager MICHAEL D.ANTONOVICH
City Of Azusa Fifth District
213 East Foothill Boulevard
Azusa, CA 91702
Dear Mr. Delach:
RENEWAL OF GENERAL SERVICES AGREEMENT
I
The General Services; Agreement (GSA) between your City .and the County of
Los Angeles will expire on June 30, 2009. To ensure the continuation of County
services, which you are receiving, and the ability to add or augment services in the
future, we would like to work with you in renewing this agreement for a five-year period,
commencing July 1, 2009 through June 30, 2014.
GSA has been executed with most of the cities and a number of public entities within
the County. It is general in nature and provides authority for the County to provide
services requested, specifies the method by which a city or other entity requests and
pays for a service, and provides for the annual adjustment of rates.
Services provided under the GSA primarily consist of miscellaneous services which
cities and other public entities request from the County on an "as needed" basis. They
include such functions as predatory animal control, prosecution of city ordinances, direct
assessment collection, and a variety of public works activities. In addition, ongoing and
specific services, such as law enforcement, public health code enforcement and animal
care and control, are provided by the responsible County departments through Specific
Service Agreements. Any Specific Service Agreements between your City and the
County of Los Angeles are not affected by renewal of this GSA.
Please be aware that approval of this agreement by the Board of Supervisors will only
be sought after we have received information of your approval of this agreement.
Four copies of the GSA are enclosed.for your Council's approval. To allow sufficient
time to approve renewal of your City's GSA prior to its expiration, please retain one
copy for your records and return three original, signed copies with a certified
copy of your Council's resolution by Monday, April 6, 2009 to:
.To Enrich Lives Through Effective And Caring Service"
Please Conserve Paper- This Document and Copies are Two-Sided -
Intra-County Correspondence Sent Electronically Only
Mr. Steve Helvey
January 20, 2009
Page 2
Ron Morales
Intergovernmental Relations and External Affairs
Chief Executive Office
723 Kenneth Hahn Hall of Administration
500 West Temple Street
Los Angeles, CA 90012
One original will be returned to you upon'execution by the Board of Supervisors. If you
have any questions regarding this matter or desire additional information, please call
Ron Morales at (213) 974-1327.
We look forward to our continued association and thank you for your efforts.
Sincerely,
GERRI KARIYA
Assistant Chief Executive Officer
Intergovernmental Relations and External Affairs
GK:MAL
MR:RM:sb
Enclosure
GSA 2009/gsa city contract renewal cover letters 2009
GENERAL SERVICES AGREEMENT
THIS AGREEMENT, dated for purposes of reference only, June 18, 2009,
is made by and between the County of Los Angeles, hereinafter referred to as the
"County", and the City of Azusa, hereinafter referred to as the "City."
I
RECITALS:
(a) The City is desirous of contracting with the County for the performance by its
appropriate officers and employees of City functions.
(b) The County is agreeable to performing such services on the terms and
conditions hereinafter set forth.
(c) Such contracts are authorized and provided for by the provisions of Section
56'/ of the Charter of the County of Los Angeles and Section 51300, et seq., of the
Government Code.
THEREFORE, THE PARTIES MUTUALLY AGREE AS FOLLOWS:
1. The County agrees, through its officers and employees, to perform those
City functions, which are hereinafter provided for.
2. The City shall pay for such services as are provided under this agreement
at rates to be determined by the County Auditor-Controller in accordance with the
policies and procedures established by the Board of Supervisors.
These rates shall be readjusted by the County Auditor-Controller annually
effective the first day of July of each year to reflect the cost of such service in
accordance with the policies and procedures for the determination of such rates as
adopted by the Board of Supervisors of County.
i
GSAs 2009 City C.Vad Re.1 1 of 6
3. No County officer or department shall perform for said City any function
not coming within the scope of the duties of such officer or department in performing
services for the County.
4. No service shall be performed hereunder unless the City shall have
available funds previously appropriated to cover the cost thereof.
5. No function or service shall be performed hereunder by any County officer
or department unless such function or service shall have been requested in writing by
the City on order of the City Council thereof or such officer as it may designate and
approved by the Board of Supervisors of the County, or such officer as it may
designate, and each such service or function shall be performed at the times and under
circumstances which do not interfere with the performance of regular County
operations.
6. Whenever the County and City mutually agree as to the necessity for any
such County officer or department to maintain administrative headquarters in the City,
the City shall furnish at its own cost and expense all necessary office space, furniture,
and furnishings, office supplies, janitorial service, telephone, light, water, and other
utilities. In all instances where special supplies, stationery, notices, forms and the like
must be issued in the name of the City, the same shall be supplied by the City at its
expense.
It is expressly understood that in the event a local administrative office is
maintained in the City for any such County officer or department, such quarters may be
used by the County officer or department in connection with the performance of its
duties in territory outside the City and adjacent thereto provided, however, that the
performance of such outside duties shall not be at any additional cost to the City.
GSM 2009 City Cantrell Renewal 2 of 6
7. All persons employed in the performance of such services and functions
for the City shall be County employees, and no City employee as such shall be taken
over by the County, and no person employed hereunder shall have any City pension,
civil service, or other status or right.
For the purpose of performing such services and functions, and for the
purpose of giving official status to the performance hereof, every County officer and
employee engaged in performing any such service or function shall be deemed to bean
officer or employee of said City while performing service for the City within the scope of
this agreement.
8. The City shall not be called upon to assume any liability for the direct
payment of any salary, wages or other compensation to any County personnel
performing services hereunder for the City, or any liability other than that provided for in
this agreement.
Except as herein otherwise specified, the City shall not be liable for
compensation or indemnity to any County employee for injury or sickness arising out of
his employment.
9. The parties hereto have executed an Assumption of Liability Agreement
approved by the Board of Supervisors on December 27, 1977 and/or a Joint Indemnity
Agreement approved by the Board of Supervisors on October 8, 1991. Whichever of
these documents the City has signed later in time is currently in effect and hereby made
a part of and incorporated into this agreement as set out in full herein. In the event that
the Board of Supervisors later approves a revised Joint Indemnity Agreement and the
City executes the revised agreement, the subsequent agreement as of its effective date
shall supersede the agreement previously in effect between the parties hereto.
i
GSA 2009 City Contract Rene l 3 of 6
10. Each County officer or department performing any service for the City
provided for herein shall keep reasonably itemized and in detail work or job records
covering the cost of all services performed, including salary, wages and other
compensation for labor; supervision and planning, plus overhead, the reasonable rental
value of all County-owned machinery and equipment, rental paid for all rented
machinery or equipment, together with the cost of an operator thereof when furnished
with said machinery or equipment, the cost of all machinery and supplies furnished by
the County, reasonable handling charges, and all additional items of expense incidental
to the performance of such function or service.
11. All work done hereunder is subject to the limitations of the provisions of
Section 23008 of the Government Code, and in accordance therewith, before any work
is done or services rendered pursuant hereto, an amount equal to the cost or an amount
10% in excess of the estimated cost must be reserved by the City from its funds to
insure payment for work, services or materials provided hereunder.
12. The County shall render to the City at the close of each calendar month an
itemized invoice which covers all services performed during said month, and the City
shall pay County therefore within thirty (30) days after date of said invoice.
If such payment is not delivered to the County office which is described on said
invoice within thirty (30) days after the date of the invoice, the County is entitled to
recover interest thereon. Said interest shall be at the rate of seven (7) percent per
annum or any portion thereof calculated from the last day of the month' in which the
services were performed.
13. Notwithstanding the provisions of Government Code Section 907, if such
payment is not delivered to the County office which is described on said invoice within
thirty (30) days after the date of the invoice, the County may satisfy such indebtedness,
�t GSAa 2009 City ContfaL Renewal 4 of 6
including interest thereon, from any funds of any such City on deposit with the County
without giving further notice to said City of County's intention to do so.
14. This contract shall become effective on the date herein-above first
mentioned and shall run for a period ending June 30, 2014, and at the option of the City
Council of the City, with the consent of the Board of Supervisors of County, shall be
renewable thereafter for, an additional period of not to exceed five (5) years.
15. In event the City desires to renew this agreement for said five-year period,
the City Council shall 'not later than the last day of May 2014, notify the Board of
Supervisors of Countythat it wishes to renew the same, whereupon the Board of
Supervisors, not later than the last day of June 2014, shall notify the City Council in
writing of its willingness to accept such renewal. Otherwise such agreement shall finally
terminate at the end of the aforedescribed period.
Notwithstanding the provisions of this paragraph herein-above set forth, the
County may terminate this agreement at any time by giving thirty (30) days' prior written
notice to the City. The City may terminate this agreement as of the first day of July of
any year upon thirty (30) days' prior written notice to the County.
16. This agreement is designed to cover miscellaneous and sundry services
which may be supplied by the County of Los Angeles and the various departments
thereof. In event there now exists or there is hereafter adopted a specific contract
between the City and the County with respect to specific services, such contract with
respect to specific services shall be controlling as to the duties and obligations of the
parties anything herein to the contrary notwithstanding, unless such special contract
adopts the provisions hereof by reference.
GSA$2009 City Con r ct Renewal 5 of 6 .
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers.
Executed this day of 12009.
The City of AZUSA
By
Mayor
ATTEST:
City Clerk THE COUNTY OF LOS ANGELES
By By
Deputy Chair Board of Supervisors
ATTEST:
SACHI A. HAMAI
Executive Officer/Clerk
of the Board of Supervisors
By
Deputy
APPROVED AS TO FORM:
RAYMOND G. FORTNER, JR.
County Counsel
By
Deputy
GSAs 2009 City Contract Renewal 6 of 6
RESOLUTION NO. 09-C28
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA,
CALIFORNIA,ENTERING INTO AND AUTHORIZING THE MAYOR TO
SIGN THE GENERAL SERVICES AGREEMENT BETWEEN THE CITY OF
AZUSA AND THE COUNTY OF LOS ANGELES.
THE CITY COUNCIL OF THE CITY OF AZUSA hereby resolves as follows:
WHEREAS,the General Services Agreement between the City of Azusa and the County of
Los Angeles enables the city to contract with the County for many services that the County provides;
and
WHEREAS,records show that this Agreement between the City and the county dates back
as far as August 19, 1957, and the current Agreement will expire on June 30, 2009; and
WHEREAS, both the City of Azusa and the county of Los Angeles believe that the
Agreement is of mutual benefit to both entities and valuable to the relationship that has been
established; and
WHEREAS,to ensure the orderly continuation of the various services that the City of Azusa
receives under the Agreement, it is necessary to enter into a new Agreement.
NOW,THEREFORE,BE IT RESOLVED that the City Council of the City of Azusa does
hereby authorize the Mayor to sign the General Services Agreement by and between the County of
Los Angeles and the City of Azusa, a copy of which is attached hereto and made a part of this
Resolution.
PASSED, APPROVED AND ADOPTED this 16th day of March, 2009.
OSEPH R. ROCHA, MAYOR
I HEREBY CERTIFY that the foregoing resolution No. 09-C28, was duly adopted by the
City Council of the City of Azusa at a regular meeting thereof held on the 16th of March,2009,by
the following vote of the Council:
AYES: COUNCILMEMBERS: GONZALES, CARRILLO, MACIAS, HANKS, ROCHA
NOES: COUNCILMEMBERS: NONE
ABSENT: COUNCILMEMBERS: NONE
i
VERA MENDOZA, CITY CLERK l/
U
°sur-oaf
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
DATE: MARCH 16, 2009
SUBJECT: AUTHORIZATION TO REJECT THE BID PROTEST RECEIVED FROM MILLER
ENVIRONMENTAL, INC. AS FAILING TO STATE A GROUND UPON WHICH THE
LOW BID MAY BE DEEMED NON-RESPONSIVE, FINDING THE LOW BID
RESPONSIVE AND AWARD THE CONTRACT FOR 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 reject the bid protest received on March 11, 2009, from Miller
Environmental, Inc. as failing to state grounds upon which the low bid may be deemed non-responsive
and approve and award the contract for remediation,asbestos abatement and demolition to R.B.Holt,Inc.
in the amount of$275,000 and authorize the Executive Director to execute the requisite contracts and
agreements for the removal 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.
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.
On February 17, 2009, the Agency Board approved the specifications for remediation, abatement and
demolition for the Target project site,which consists of 4 vacant commercial structures(APN#8608-024-
900, 902, 903, and 904), one billboard, and the former Ranch Market parking lot and other subsurface
SDPUB%SAKI NS1377950.1
The Honorable Chairman and Members of the Agency Board .4
Subject: Target Demo Award Bid
March 16, 2009
Page 2
parking areas located on the proposed Target site. The Agency Board also authorized staff to advertise the
bid.
On February 20,2009 staff advertised the remediation,asbestos abatement and demolition project through
the green sheet and the San Gabriel Valley Tribune. On February 26, 2009, as a requirement to the
bidding process, a mandatory job walk was scheduled. Twenty-two (22) contractors and subcontractors
participated in the job walk. A total of four addendums were issued modifying the original specifications
as set forth under the original bid and advertisement. The addendums were emailed to all
contractors/subcontractors that participated in the job walk of February 26, 2009.
BID OPENING
On March 9,2009,all bids for the remediation,asbestos abatement and demolition for Target site project
were due. Nine (9) bids were received from various construction/contractors' companies at the bid
opening. The bids ranged from$275,000 to$605,605 with the lowest bid received from R.B Holt.Inc.at
$275,000. The breakdowns of the bids received are as follows:
Company Bid Amount
R.B. Holt, Inc. $275,000.00
Miller Environmental, Inc. $291,500.00
Specialized Environmental, Inc. $342,265.00
Interior Demolition Inc. $388,127.30
ATE Environmental, Inc. $394,185.00
DOJA Inc. $423,885.00
Castlerock Environmental, Inc. $437,905.00
J & G Industries, Inc. $447,095.00
CST Environmental, Inc. $605,605.00
The work that will be performed by the selected contractor includes the asbestos abatement to each
building,demolition and removal of: 4 vacant commercial structures,one billboard structure,the former
Ranch Market parking lot and other subsurface parking areas with grading to the site level and clearing of
the site. Remediation to 800-802 N. San Gabriel(APN#8606-024-904)and MTA(APN#8608-024-900)
site is also required under the contract. Remediation work includes excavation/removal of arsenic
impacted subsurface soil and hauling of contaminated soil to a regulated landfill.
During the remediation, asbestos abatement and demolition process, a City-hired environmental
consultant and City representative 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,
asbestos abatement and demolition process. A screened fence and gate will remain in place to ensure safe
passage around the project site.The use of explosives will not be permitted for demolition. The contractor
will be given a period of 120 calendar days to complete the required work under the contract. The
Contractor will also be required to be bonded,carry the requisite insurance and shall famish proof thereof,
and will be required to indemnify the Agency and City.
SDPU B\SANI N51377950.1
The Honorable Chairman and Members of the Agency Board
Subject: Target Demo Award Bid -
March 16, 2009
Page 3
The contractor will need to meet all the required federal, state, and local requirements, including Cal
OSHA, NPDES, and AQMD as designated in the project specifications. The project will be subject to
prevailing wage requirements. The demolition work is necessary in order to prepare the site for the
construction of the proposed Target Store Development Project.
BID PROTEST
On March 11. 2009, the City received a bid protest from Miller Environmental Inc ("Miller") alleging
that the lowest bidder,R.B. Holt Inc ("Holt")does not possess the requisite contractor license to perform
the work and. therefore Holt's bid is non-responsive and must be rejected bv the ARencv Board and the
contract awarded to Miller, as the second low bidder. Section (A)(3) of the "Demolition of Buildings"
provision of the Contract Documents provides as follows
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. (Emphasis added.)
At the time Holt submitted its bid, Holt possessed a Class A contractor license in accordance with the
requirements of the Contract Documents and was in the process of obtaining a Class C-21 license
Further, as of March 11, 2008• Holt has a Class C-21 license(See Attachment"A")as well as a Class A
license and, as such will be appropriately licensed to perform the work Because Holt possesses both a
Class A and a Class C-21 license,the demolition permit will be obtained by a C-21 licensed contractor as
required by the Contract Documents Holt's bid conforms to the requirements of the Contract Documents
and, as such, Agency staff has concluded that Miller's bid protest fails to state a valid basis upon which
Holts bid may be resected as non-responsive As such Agency staff recommends that the A encu Board
find the bid-protest as failing to state a ground upon which Holt's bid may be rejected affirm the
responsiveness of Holt's bid and award the contract to Holt Furthermore Agency staff has verified the
license status of each subcontractor that will assist in the performance of the work. According to the
Contractor State License Board all subcontractors are licensed in their particular area of expertise.
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 for demolition to the proposed Target site is estimated at approximately
$300,000.00. This amount includes the 10% contingency allowed under the contract for future change
S DP U B\SAKI NS\3 7 7950.1
The Honorable Chairman and Members of the Agency Board '
Subject:Target Demo Award Bid
March 16,2009
Page 4
orders and has been budgeted in the FY 2008/09 Agency budget.
Prepared by S. Benavides
Attachment A—Class "C-21"Notice of Successful Completion of Examination
KC:SB
I
SDPU B\SAKINS\377950.1
r
c CONTRACTORS STATE LICENSE BOARD !
� � I �i� ` ! State of California
9821 Business Park Drive,Sacramento,California 95827 Arnold Schwarzenegger,Governor
Mailing Address:P.O.Boz 26000,Sacramento,CA 95826
800-321-CSLB(2752)
"".CsPo.Ca.gov
EI-11 :':� SP_�.,�'.�Z% E....
Applicant: Holt, Rich
Application Fee M 20080205710
Examination Class: C-21
Examination Title: Bulling Moving/Demolition
Examination Result: Pass
Slate of Cniknmla
CoMracwrn Stain Lkanrtx 9oirrl
Surto fnn;m fort Onrvel Repulotnry Fwms(,S(,ORE)!>Ennmtrullon Mministmtw system
311V009
CONTRACTORS STATE LICENSE BOARD State of California
fifl�il 9821 Business Park Drive,Sacramento,California 95827 Amold Schwaaenegger, Governor
Mailing Address:P.O.Box 26000,Sacramento,CA 95825
800-321-CSLB(2752) l
w .cs/b.ca.gov
i
March 11, 2009
R B Holt Inc i
34249 Camino Capistrano#216
Capistrano Beach, Ca 92624
I
Application Fee Number: 20080205710
Congratulations! Rich Holt has passed the necessary qualifying examination(s) for
obtaining an additional classification, or replacing the qualifying individual. You will be
notified if there are any further licensing requirements.
Sincerely,
Contractors State License Board
San Diego Testing Facility.
I
Stale of Callfomia -
Contraclors Sale Litense B.M &tt2W9
State Comapam Official Regulatory Gams(SCORE)C Examination A6omveuon System
i
4K
T
' C'9llFOii�
AGENCY INFORMAL PUBLIC HEARING
TO: HONORABLE CHAIRPERSON AND MEMBERS OF THE AGENCY BOARD
FROM: KURT E. CHRISTIANSEN, ECONOMIC & COMMUNITY DEVELOPMENT
DIRECTOR
VIA: F. M. DELACH, EXECUTIVE DIRECTORO
DATE: MARCH 16, 2009 6
SUBJECT: CONSIDERATION OF TWO PURCHASE AND SALE AGREEMENTS FOR THE
ACQUISITION OF REAL PROPERTY LOCATED AT 616 NORTH CEDARGLEN
DRIVE (ROMAN) AND 630 NORTH CEDARGLEN DRIVE (RUBIO)
RECOMMENDATION
It is recommended that the Redevelopment Agency Board of the City of Azusa ("Agency Board")
hold an informal public hearing to discuss two Purchase and Sale Agreements ("PSAs") for the
acquisition of real property located at (A) 616 North Cedarglen Drive [APN:8612-001-032], and (B)
630 North Cedarglen Drive [APN: 8612-001-0481. In addition, it is recommended that the Agency
Board authorize the Executive Director to execute the proposed PSAs. Lastly, it is recommended that
the Agency Board approve an appropriation for the proposed acquisitions.
BACKGROUND
In order to eliminate blight in the Central Business District area the Agency Board adopted the
Amended and Restated Redevelopment Plan for the Merged Central Business District and West End
Redevelopment Projects, in 2003. 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.
• i y
n Z.
The Honorable Chairman and Members of the Agency Board
Acquisition of 616 North Cedarglen Drive and 630 North Cedarglen Drive
March 16,2009
Page 2 of 3
Roman Property
The property located at 616North Cedarglen Drive ("Roman Property") is situated within the Merged
Central Business District and West End Redevelopment Project Area, and consists of one parcel
containing a residential quadraplex. The residential structure totals 3,554 square feet, and the site
measures 5,998 square feet. The property is owned by Luis P. Roman ("Seller A"). Assemblage of
this parcel, with additional adjoining parcels, could produce a single parcel available for future
affordable housing development.
At the direction of the Agency Board, Peter Meyers, MAI, from Joseph J. Blake & Associates, Inc.,
appraised the property on February 10, 2009, and determined its fair market value to be $625,000.
Agency staff and Seller A have negotiated, subject to Agency Board approval, a purchase price of
$655,000 (Exhibit "A": Roman 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.
The sale is contingent upon a Planning Commission 65402 finding of conformance to the City of
Azusa's General Plan. It is anticipated that the Planning Commission will consider the matter on
April 15, 2009.
Rubio Property
The property located at 630 North Cedarglen Drive ("Rubio Property") is situated within the Merged
Central Business District and West End Redevelopment Project Area, and consists of one parcel
containing a residential quadruplex. The residential structure totals 3,718 square feet, and the site
measures 6,447 square feet. : The property is owned by Lupe Rubio ("Seller B"). Assemblage of this
parcel, with additional adjoining parcels, could produce a single parcel available for future affordable
housing development.
At the direction of the Agency Board, Peter Meyers, MAI, from Joseph J. Blake & Associates, Inc.,
appraised the property on February 14, 2009, and determined its fair market value to be $625,000.
Agency staff and Seller B have negotiated, subject to Agency Board approval, a purchase price of
$660,000 (Exhibit`B": Rubio 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 acquisition of the Rubio Property to
conform to the City of Azusa's General Plan.
The Honorable Chairman and Members of the Agency Board
Acquisition of 616 North Cedarglen Drive and 630 North Cedarglen Drive
March 16,2009
Page 3 of 3
FISCAL IMPACT
The total cost for these two acquisitions is $1,315,000 excluding escrow costs (title report, etc). An
additional $140,000 is needed for hazardous material abatement, demolition, fencing, and professional
services (e.g. legal and consulting). The Agency requires an appropriation amendment in the amount
of$1,455,000 from the 2008 Housing Bonds to proceed with the proposed acquisition.
Attachments:
Exhibit"A": 2009 REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT
ESCROW INSTRUCTIONS, (616 Cedarglen Drive), by and between Seller, Luis P.
Roman, A Married Man, and Buyer, The Redevelopment Agency of the City of Azusa,
a public body, corporate and politic
Exhibit "B": 2009 REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT
ESCROW INSTRUCTIONS, (630 Cedarglen Drive), by and between Seller, Lupe
Rubio, A Married Woman, and Buyer, The Redevelopment Agency of the City of
Azusa, a public body, corporate and politic
Exhibit"C": 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"D": A Resolution Of The Redevelopment Agency Of The City Of Azusa Approving A
Purchase And Sale Agreement With Luis P. Roman For The Purchase Of 616 North
Cedarglen Drive (APN: 8612-001-032) In Its Entirety Within The Merged Central
Business District And West End Redevelopment Project_Area
Exhibit"E": A Resolution Of The Redevelopment Agency Of The City Of Azusa Approving A
Purchase And Sale Agreement With Lupe Rubio For The Purchase Of 630 North
Cedarglen Drive (APN: 8612-001-048) In Its Entirety Within The Merged Central
Business District And West End Redevelopment Project Area
i
I
I
2009 REAL IPROPERTY PURCHASE AND SALE AGREEMENT
IAND JOINT ESCROW INSTRUCTIONS
(616 Cedarglen)
By and between
I -
Seller,
Luis P. Roman
an individual
and
Buyer,
The Redevelopment Agency of the City of Azusa,
a public body, corporate and politic
I '
Dated as of 1, for reference purposes only
I
ONTARIONSHAH302380.2
i
r .
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 _, 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 seg. (the "Agency"), and Luis P. Roman,
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 616 Cedarglen Drive, Azusa,
CA 91702 (Assessor Parcel Number 8612-001-032), 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 "Aeency" means the Redevelopment Agency of the City of Azusa, a
public body, corporate and politic.
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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 2.10.
1.1.5 'CEQA" 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 "C "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 "Cour "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)
£(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.
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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, 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 tenth
(10`h) 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.
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1.1.23 "Escrow Onening 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 seven
(7) days after Notice from the non-defaulting Parry, 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 seven (7) 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 seven(7) days after such Notice, if the Party alleged to
be in Default does not do'all of the following: (i) within seven (7) 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
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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.
1.133 "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
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property to the Property, whether or not caused by a Party or whether occurring before or after
the Effective Date.
1.1.34 "Indemnify" means, where this Agreement states that any Indemnitor shall
"indemnify" any Indemniiee from, against, or for a particular Claim, that the Indemnitor shall
indemnify the Indemniteeiand 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.
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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 Parry
or athird-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.
1.1.42 "Notice of Default' means any Notice claiming or giving Notice of a
Default.
1.1.43 "Nott " means give a Notice.
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1.1.44 "Occupant Release and Estoppel"means the release and estoppel, in
substantially the form of Exhibit "D" attached hereto and incorporated herein by reference.
1.1.45 "Parties"means, collectively, the Agency and Seller.
1.1.46 "Pam" means, individually, either the Agency or Seller, as applicable.
1.1.47 "PCO Report"means a preliminary change of ownership report required
under California Revenue and Taxation Code Section 480.3.
1.1.48 "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.
1.1.49 "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.
1.1.50 "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.
1.1.51 "Property" means that certain real property commonly known as 616
Cedarglen Drive, Azusa, CA 91702, more specifically legally described in Exhibit"A" attached
to this Agreement, including all appurtenant rights and interests.
1.1.52 "Purchase Price"means the amount of SIX HUNDRED FIFTY-FIVE
THOUSAND DOLLARS AND NO CENTS ($655,000.00).
1.1.53 "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 any use or occupancy of the Property.
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1.1.54 "Record," "recorded," "recordine" or"recordation" each mean recordation
of the referenced documert in the official records of the County.
1.1.55 "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.
1.1.56 "Seller"means Luis P. Roman, an individual, or his assignees.
1.1.57 "Seller Parties"means, collectively, the directors, officers, employees and
agents of Seller.
1.1.58 "Seller Party" means, individually, the directors, officers, employees or
agents of Seller.
1.1.59 "State" means the State of California.
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1.1.60 "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:
1.1.61 "Title Company" means Lawyer's Title, in Burbank, California, or such
other title insurance company mutually agreed upon between both the Agency and Seller in
writing.
1.1.62 "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
actions that the Agency reasonably believes are necessary to obtain the Agency's approval of the
state of the title to the Property.
1.1.63 "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
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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).
1.1.64 "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.
1.1.65 "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.
1.1.66 "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.
1.1.67 "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,Aith'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
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.
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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 five(5) days of Agency's Due
Diligence Period.
2.3 Agency DIeposits.
2.3.1 Purchase Deposit. Within seven(7)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 Seller Deposits. Prior to the end of the Due Diligence Period, Seller shall deposit
fully executed copies of the"Occupant Release and Estoppel" for all Tenants, proof that all
Tenants have received their security deposit and proof that Seller has paid all Tenants who were
in good standing at the time the Seller approached the Agency to acquire the Property a
minimum of two thousand five hundred dollars ($2,500).
2.5 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.
2.6 Title Approval.
2.6.1 Title Notice. Within seven(7)days after the Escrow Opening Date, Seller
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.
2.6.2 Failure to Deliver Title Notice. If the Agency fails to deliver the Title
Notice to Seller and the Escrow Agent, within seven(7)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.
2.6.3 Title Notice Response. Within seven(7) days following the earlier of. (i)
Seller's receipt of the Title Notice or (ii) expiration of the time period provided in this Section
2.6 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 seven (7) 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
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complete such action, prior to the Escrow Closing Date or as otherwise specified in the Title
Notice Response.
2.6.4 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 seven(7) 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.
2.6.5 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.
2.6.6 No Termination Liability. Any termination of this Agreement and
cancellation of the Escrow pursuant to this Section 2.6 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.
2.7 Due Diligence Investigations.
2.7.1 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 2.7.1, subject to all of the provisions of this Section 2.7.1
applicable to the Agency. The license given in this Section 2.7.1 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.
ONTARIOIMSHAHl302380.2
2.7.2 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
Agency shall restore the Property to substantially its condition prior to the conduct of such Due
Diligence Investigations;
2.7.3 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.
2.7.4 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 2.7.4, 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.
2.7.5 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.
2.8 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 seven(7)
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.
ONTARIO\MSHAH\302380.2 -
2.9 Seller Covenants Regarding Maintenance of the Property.
2.9.1 Covenants. Seller covenants and agrees with the Agency that between the
Effective Date and the Escrow Closing Date:
2.9.1.1 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;
2.9.1.2 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;
2.9.1.3 Maintenance of Insurance. Seller shall inaintain in force all
insurance policies currently maintained by Seller with respect to the Property;
2.9.1.4 No Title Exceptions. Seller shall not cause, permit, allow or
suffer any additional exception to the title to the Property;
2.9.1.5 Condition of Property. Seller shall deliver Property at the Close
of Escrow in its current as-is condition.
2.9.2 No Merger. Seller's covenants in this Section 2.9 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.
2.10 Seller and Tenant Waiver of Relocation Benefits and Owner Participation
Rights.
2.10.1 Representations and Warranties; Waivers and Releases.
2.10.1.1 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, including
but not limited to Califomia Health and Safety Code section 33415, California Code of Civil
Procedure section 1263.010, et seq., and/or California Government Code section 7260, et seq..
ONTAx OWSHAM3o23ao.2
i
2.10.1.2 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
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 2.10 by Seller, including the Purchase Price and all other terms and
conditions. Seller acknowledges that the waivers given in this Section 2.10 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 2.10, 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.
2.10.2 Indemnification. Seller agrees to Indemnify the Agency against any
claims for any Benefits relating to or arising from the transactions contemplated in this
Agreement. This shall include any claims for Benefits brought by any Tenant against the
Agency.
2.10.3 Initials. The representations, warranties,acknowledgments, waivers and
releases contained in this Section 2.10 shall survive the Close of Escrow.
Initials of Authorized
Seller Representative(s)
2.10.4 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 opportwiity 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,
ONTARIOWSHAH1302380.2
i
IT
Seller desires to sell to Agency the Property pursuant to the terms and conditions of this
Agreement.
2.11 Seller Representations and Warranties.
2.11.1 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.
2.11.2 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.
2.11.3 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.
2.11.4 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.
2.11.5 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.
2.11.6 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.
2.11.7 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.
ONTARIOWSHAH1302380.2
2.11.8 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
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.
2.11.9 Compliance with Relocation Obligations. Seller hereby warrants and
represents that Seller had commenced removing all Tenants from the property prior to contacting
the Agency regarding acquisition of the Property. Seller had commenced removing the Tenants
from the Property due to needed maintenance and repair work that needed to be completed prior
to the unit being occupied. Seller further hereby represents and warrants that prior to the
completion of the Due Diligence Period Seller has or will have taken any legally required steps
to comply with any applicable laws regarding the relocation and displacement of Tenants.
2.11.1 OTenant Security Deposit. Seller hereby warrants and represents that prior
to the completion of the Due Diligence Period Seller has or will have returned to the previous
Tenants the entire security deposit Tenant had provided to Seller.
2.11.11No.Otber 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 five (5) 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.'
ONTARIO\MSHAH\302380.2
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:
3.3.1 Title. The Agency agrees to accept conveyance of the Property, pursuant
to Section 2.6;
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;
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.
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 2.6;
ONTARIONSHAM302380.2
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 TAle Policy. The Title Company is,upon payment of the Title Company's
standard premium for ani insurance policy such as the Title Policy, irrevocably and
unconditionally committed to issue the Title Policy to the Agency, at the Close of Escrow;
3.4.4 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 SectiI on 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'sEscrow 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 zero dollars and no cents ($0.00)
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. Unless expressly provided otherwise, 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:
i
ONTARIOWSHAHl302380.2
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;
3.6.4 Occupant Release and Estoppel. Prior to completion of the Due Diligence
Period, Seller shall deposit with Escrow fully executed copies of the "Occupant Release and
Estoppel" signed by all Tenants and proof that Seller has paid all Tenants who were in good
standing at the time the Seller approached the Agency to acquire the Property a minimum of two
thousand five hundred dollars ($2,500).
3.6.5 Notice of Good Standing and Security Deposits. Prior to completion of the
Due Diligence Period, Seller shall deposit written notice of all Tenants who were in good
standing prior to vacating the premises and evidence of the return of all security deposits to said
Tenants.
3.6.6 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;
ONTARIOWSHAH\302380t
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 writteni joint escrow instructions of the Parties to receive an original or copy of
each such document;
i
3.7.3 Title Policv. 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 terns 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;
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 Parry or any
other Person for such cancellation and termination,by delivering written Notice of termination to
both the other Parry 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,
ONTARIOWSI]AID302380.2
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
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.
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 bore 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
ONTARIO\M SHAH002380.2
r. C
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 seven (7) 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 Retiun of Funds and Documents. Within seven(7) 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
Agency or the Escrow Agent, respectively, shall return to Seller A 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 Refund of Security Deposits. Seller represents and warrants that prior to the
completion of the Due Diligence Period, Seller shall have refunded the full amount of all
Tenants' security deposits to the Tenants. This refund shall be made to each Tenant no later than
seven (7) days after the Tenant has vacated the Property.
4.3 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
ONTARIO\MSHAHl302380.2
the Property and no unrecorded possessory interests or unrecorded agreements that would
adversely affect Agency's title to or use of the Property.
4.4 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 INDEMN[TY
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.
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.
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 carried by such
Party, and any insurance shall not in any way restrict, limit,or modify a Party's obligation to
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Indemnify a Person under this Agreement and such indemnity obligation is independent of each
Party's other obligations under this Agreement.
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.
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 Iridemnitee 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 summaryjudgment regarding an Indemnitor's 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:.
5.4.I 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.
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
ONTARIONSHAHB02380.2
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 one dollar and no cents
($1.00). 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.
6.4 Notices, Demands and 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 or 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 Parry 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.
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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:' Luis P. Roman
2327 Rosemead Boulevard
South El Monte, CA 91733
To the Agency: Redevelopment Agency of the City of Azusa
213 East Foothill Boulevard
I 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
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, r similar business arrangement, relationship or association between
them. e
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.
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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 Parry 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,
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/l0a') of an hour, in addition to Legal Costs of outside counsel retained
by the Agency for any matter.
ONTARIOVNSHAM302380.2
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 Parry 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
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
ONTARI ON S HAHU 023 80.2
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.
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 (3 1) pages and
four(4) 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.
ONTARIONSHAI1l302380.2
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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 representatives) of both the Agency and Seller.
6.21 Exhibits. All of the Exhibits attached to this Agreement are described as follows:
6.2 1.1 Exhibit "A". Property Legal Description(Exhibit"A");
6.21.2 Exhibit`B". Form of Escrow Agent Consent (Exhibit"B");
6.21.3 Exhibit"C". Form of Grant Deed (Exhibit"C"); and
6.21.4 Exhibit"D". Occupant Release and Estoppel (Exhibit"D").
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 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.
[Signatures on following page]
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ONTARIOVASHAM302380.2
SIGNATURE PAGE
TO
2009 REAL PROPERTY PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
(616 Cedarglen)
IN WITNESS WHEREOF, the Agency and Seller have executed this 2009 Real Property
Purchase and Sale Agreement and Joint Escrow Instructions (616 Cedarglen) by and through the
signatures of their authorized representative(s) set forth below:
AGENCY: Seller:
Redevelopment Agency of the City of Luis P. Roman, an individual
Azusa, a public body, corporate and politic
By: By:
Name: Name:
Its:
Attest:
By:
Agency Secretary
APPROVED AS TO FORM:
Best Best & Krieger LLP
By:
Agency General Counsel
ONTARIOWSHAM302380.2
EXHIBIT"A"
TO
2009 REAL PROPERTY PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
(616 Cedarglen)
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PROPERTY LEGAL DESCRIPTION
TITLE COMPANY TO INSERT LEGAL
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[APN 8612-001-032]
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ONTARIOMSHAH\302380.2 f
EXHIBIT `B"
TO
2009 REAL PROPERTY PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
(616 Cedarglen)
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 , 2009, by and
between the Redevelopment Agency of the City of Azusa, a public body, corporate and politic,
and Luis P. Roman, 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:
ONTARIONSHAI I\302380.2
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EXHIBIT "C" `
TO
2009 REAL PROPERTY PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
(616 Cedarglen)
FORM OF GRANT DEED
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[To be attached following this cover page]
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ONTARIOWSHAM302380.2
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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 8612-001-032 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,
Luis P. Roman, an individual
does 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:
Luis P. Roman
ONTARIONSHAH\3023 80.2
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NOTARY ACKNOWLEDGMENT
(California All-Purpose Acknowledgment)
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STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
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On i before me,
Date I Name Md Tale Of Olfar(e.g.'lam Doe,Noury Public")
personally appeared
Neme(s)of Sigov(s)
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 icapacity(ies), and that by his/her/their signature(s) on the instrument
the person(s), or the entityi 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.
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Signature (Seal)
ATTACHED TO: GRANT DEED
[APN 8612-001-0321
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ONTARIOWSHAM302380.2
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EXHIBIT A TO
GRANT DEED
LEGAL DESCRIPTION OF PROPERTY
TITLE COMPANY TO INSERT LEGAL
[APN 8612-001-032]
ONTARIOWSHAW 302380.2
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REDEVELOPMENT AGENCY OF THE CITY OF AZUSA
j CERTIFICATE OF ACCEPTANCE OF
GRANT DEED
[APN 8612-001-0321
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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
I
attached,
from: Luis P. Roman, an individual ("Grantor"),
to: REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, a
public body, corporate and politic ("Grantee")
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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.
Dated: REDEVELOPMENT AGENCY OF THE CITY OF
AZUSA, a public body, corporate and politic,
By:
Francis Delach
Its: Executive Director
ATTEST:
Agency Secretary
ONTARIOWSHAI11302380.2
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EXHIBIT "D"
TO
2009 REAL PROPERTY PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
(616 Cedarglen)
OCCUPANT RELEASE AND ESTOPPEL
[To be attached following this cover page]
ONTARIOWSI IAI1\302380.2
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OCCUPANT RELEASE AND ESTOPPEL
("Tenant") is an occupant of the parcel of the real
property owned by Luis P. Roman, an individual ("Landlord"), located at 616 Cedarglen Drive, Apt
A, Azusa, California 91702 (the "Property"), on a month-to-month basis. Landlord has provided
Tenant with days -notice requiring the Tenant to vacate the Property. Tenant has been
advised by Landlord that such vacation of the Property is necessary because
Tenant acknowledges that subsequent to receipt of the notice to vacate from Landlord, Landlord
commenced discussions with the Redevelopment Agency of the City of Azusa ("Agency") to sell
the Property to Agency.
As consideration for the payment of two thousand five hundred dollars ($2,500) by the
Landlord, and with full knowledge that the Agency and Landlord are relying upon the valid
execution of this Occupant Release and Estoppel as a precondition to the Agency's purchase of the
Property, and as Tenant has been advised by Landlord of Tenant's potential right to relocation
assistance, Tenant hereby executes this Occupant Release and Estoppel and waives any claim he or
she may have against the Agency for relocation benefits when Tenant vacates the Property by the
end of the vacation notice, including any assistance in locating and moving to a substitute location,
financial assistance for moving expenses, or housing assistance that might otherwise be available to
the Tenant pursuant to California Health and Safety Code section 33410, et seq. and/or California
Government Code section 7260, et seq. for the Agency's acquisition of the Property from Landlord.
In addition, Tenant hereby waives any other claim he or she may have against the Agency,
and forever releases and discharges Landlord and the Agency, as well as their respective successors,
board members, council members, employees, owners, officers, directors, assigns, agents,
representatives, and attorneys from and against, any and all causes of action, liens, damages, losses,
claims liabilities, demands for compensation and/or damages pursuant to California Health and
Safety Code section 33415; California Code of Civil Procedure section 1263.010, et seq., and/or
California Government Code section 7260, et seq. for the Agency's acquisition of the Property from
Landlord. Tenant also certifies that it is the only occupant of the Property, and will not sublet or
allow any other occupant to occupy the Property prior to or upon Tenant's vacating of the Property.
Civil Code section 1542 Waiver and Release -- California Civil Code section 1542 states in
relevant part that "[a] general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if known by him must have
materially affected his settlement with the debtor." Tenant understands and expressly agrees that
the Waiver and Release herein extends to claims of every nature and kind, known or unknown,
suspected or unsuspected, past or present, that Tenant may have against the Agency and/or
Landlord.
Executed this day of 2009
By:
Title:
Tenant:
ONTARIOW SHAM302380.2
4
OCCUPANT RELEASE AND ESTOPPEL
("Tenant") is an occupant of the parcel of the real
property owned by Luis P. Roman, an individual ("Landlord"), located at 616 Cedarglen Drive, Apt
B, Azusa, California 91702 (the "Property"), on a month-to-month basis. Landlord has provided
Tenant with days notice requiring the Tenant to vacate the Property. Tenant has been
advised by Landlord that such vacation of the Property is necessary because
Tenant acknowledges that subsequent to receipt of the notice to vacate from Landlord, Landlord
commenced discussions with the Redevelopment Agency of the City of Azusa ("Agency") to sell
the Property to Agency.
As consideration for the payment of two thousand five hundred dollars ($2,500) by the
Landlord, and with full knowledge that the Agency and Landlord are relying upon the valid
execution of this Occupant Release and Estoppel as a precondition to the Agency's purchase of the
Property, and as Tenant has been advised by Landlord of Tenant's potential right to relocation
assistance, Tenant hereby executes this Occupant Release and Estoppel and waives any claim he or
she may have against the Agency for relocation benefits when Tenant vacates the Property by the
end of the vacation notice, including any assistance in locating and moving to a substitute location,
financial assistance for moving expenses, or housing assistance that might otherwise be available to
the Tenant pursuant to California Health and Safety Code section 33410, et seq. and/or California
Government Code section 7260, et seg. for the Agency's acquisition of the Property from Landlord.
In addition, Tenant hereby waives any other claim he or she may have against the Agency,
and forever releases and discharges Landlord and the Agency, as well as their respective successors,
board members, council members, employees, owners, officers, directors, assigns, agents,
representatives, and attorneys from and against, any and all causes of action, liens, damages, losses,
claims, liabilities, demands for compensation and/or damages pursuant to California Health and
Safety Code section 33415, California Code of Civil Procedure section 1263.010, et seq., and/or
California Government Code section 7260, et seq. for the Agency's acquisition of the Property from
Landlord. Tenant also certifies that it is the only occupant of the Property, and will not sublet or
allow any other occupant to occupy the Property prior to or upon Tenant's vacating of the Property.
Civil Code section 1542 Waiver and Release -- California Civil Code section 1542 states in
relevant part that "[a] general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if known by him must have
materially affected his settlement with the debtor." Tenant understands and expressly agrees that
the Waiver and Release herein extends to claims of every nature and kind, known or unknown,
suspected or unsuspected, past or present, that Tenant may have against the Agency and/or
Landlord.
Executed this day of 2009
By:
Title:
Tenant:
ONTARIOWSHAH\302380.2
r_
OCCUPANT RELEASE AND ESTOPPEL
("Tenant") is an occupant of the parcel of the real
property owned by Luis P. Roman, an individual ("Landlord"), located at 616 Cedarglen Drive, Apt
C, Azusa, California 91702 (the "Property"), on a month-to-month basis. Landlord has provided
Tenant with days notice requiring the .Tenant to vacate the Property. Tenant has been
advised by Landlord that such vacation of the Property is necessary because
Tenant acknowledges that subsequent to receipt of the notice to vacate from Landlord, Landlord
commenced discussions with the Redevelopment Agency of the City of Azusa ("Agency") to sell
the Property to Agency.
As consideration for the payment of two thousand five hundred dollars ($2,500) by the
Landlord, and with full knowledge that the Agency and Landlord are relying upon the valid
execution of this Occupant Release and Estoppel as a precondition to the Agency's purchase of the
Property, and as Tenant has been advised by Landlord of Tenant's potential right to relocation
assistance, Tenant hereby executes this Occupant Release and Estoppel and waives any claim he or
she may have against the Agency for relocation benefits when Tenant vacates the Property by the
end of the vacation notice, including any assistance in locating and moving to a substitute location,
financial assistance for moving expenses, or housing assistance that might otherwise be available to
the Tenant pursuant to California Health and Safety Code section 33410, et seq. and/or California
Government Code section 7260, et seq. for the Agency's acquisition of the Property from Landlord.
In addition, Tenant hereby waives any other claim he or she may have against the Agency,
and forever releases and discharges Landlord and the Agency, as well as their respective successors,
board members, council members, employees, owners, officers, directors, assigns, agents,
representatives, and attorneys from and against, any and all causes of action, liens, damages, losses,
claims, liabilities, demands' for compensation and/or damages pursuant to California Health and
Safety Code section 33415; California Code of Civil Procedure section 1263.010, et seq., and/or
California Government Code section 7260, et seq. for the Agency's acquisition of the Property from
Landlord. Tenant also certifies that it is the only occupant of the Property, and will not sublet or
allow any other occupant to occupy the Property prior to or upon Tenant's vacating of the Property.
Civil Code section 1542 Waiver and Release -- California Civil Code section 1542 states in
relevant part that "[a] general release does not extend to claims which the creditor does not know or
suspect to exist in his favor'at the time of executing the release, which if known by him must have
materially affected his settlement with the debtor." Tenant understands and expressly agrees that
the Waiver and Release herein extends to claims of every nature and kind, known or unknown,
suspected or unsuspected, past or present, that Tenant may have against the Agency and/or
Landlord.
Executed this day of 2009
By:
Title:
Tenant:
ONTARION SHAT('302380.2
i
I
OCCUPANT RELEASE AND ESTOPPEL
("Tenant") is an occupant of the parcel of the real
property owned by Luis P. Roman, an individual ("Landlord"), located at 616 Cedarglen Drive, Apt
D, Azusa, California 91702 (the "Property"), on a month-to-month basis. Landlord has provided
Tenant with days notice requiring the Tenant to vacate the Property. Tenant has been
advised by Landlord that such vacation of the Property is necessary because
Tenant acknowledges that subsequent to receipt of the notice to vacate from Landlord, Landlord
commenced discussions with the Redevelopment Agency of the City of Azusa ("Agency") to sell
the Property to Agency.
As consideration for the payment of two thousand five hundred dollars ($2,500) by the
Landlord, and with full knowledge that the Agency and Landlord are relying upon the valid
execution of this Occupant Release and Estoppel as a precondition to the
Agency's purchase of the
Property, d
p rty, anas Tenant has been advised by Landlord of Tenant's potential right to relocation
assistance, Tenant hereby executes this Occupant Release and Estoppel and waives any claim he or
she may have against the Agency for relocation benefits when Tenant vacates the Property by the
end of the vacation notice, including any assistance in locating and moving to a substitute location,
financial assistance for moving expenses, or housing assistance that might otherwise be available to
the Tenant pursuant to California Health and Safety Code section 33410, et seq. and/or California
Government Code section 7260, et seq. for the Agency's acquisition of the Property from Landlord.
In addition, Tenant hereby waives any other claim he or she may have against the Agency,
and forever releases and discharges Landlord and the Agency, as well as their respective successors,
board members, council members, employees, owners, officers, directors, assigns, agents,
representatives, and attorneys from and against, any and all causes of action, liens, damages, losses,
claims, liabilities, demands for compensation and/or damages pursuant to California Health and
Safety Code section 33415, California Code of Civil Procedure section 1263.010, et seq., and/or
California Government Code section 7260, et seg. for the Agency's acquisition of the Property from
Landlord. Tenant also certifies that it is the only occupant of the Property, and will not sublet or
allow any other occupant to occupy the Property prior to or upon Tenant's vacating of the Property.
Civil Code section 1542 Waiver and Release -- California Civil Code section 1542 states in
relevant part that "[a] general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if known by him must have
materially affected his settlement with the debtor." Tenant understands and expressly agrees that
the Waiver and Release herein extends to claims of every nature and kind, known or unknown,
suspected or unsuspected, past or present, that Tenant may have against the Agency and/or
Landlord.
Executed this day of 2009
By:
Title:
Tenant:
ONTARIONSI IAI I\302380.2
TABLE OF CONTENTS
ARTICLE1 DEFINITIONS........................................................................................................1
LIDEFINED 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 ...L............................................................................................................. 10
2.6 DUE DILIGENCE INVESTIGATIONS........................................................................................ 1 I
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............................................................................................... 16
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 SELLERS ESCROW DEPOSITS............................................................................................... 18
3.7 CLOSING PROCEDURE .......................................................................................................... 18
3.8 CLOSE OF ESCROW...............................................................................................................20
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................................................................................... 21
3.14 ESCROW CANCELLATION................................................................................................... 21
3.15 ESCROW NOTICES..............................................................................................................21
ARTICLE 4 TENANT LEASES................................................................................................22
4.1 PROPERTY IS VACANT..........................................................................................................22
4.2 REFUND OF SECURITY DEPOSITS.......................................................................................... 22
4.3 UNRECORDED POSSESSORY INTERESTS................................................................................22
4.3 INDEMNIFICATION FOR RELOCATION COSTS........................................................................22
ARTICLE 5 REMEDIES AND INDEMNITY.........................................................................22
5.1 EVENT OF DEFAULT REMEDIES............................................................................................22
5.2 RIGHTS AND REMEDIES ARE CUMULATIVE........................................................................... 22
5.3 INDEMNIFICATION................................................................................................................23
5.4 INDEMNIFICATION PROCEDURES..........................................................................................23
ONTAAIOVv]SHAHL302380.2 �
ARTICLE 6 GENERAL PROVISIONS...................................................................................24
6.1 INCORPORATION OF RECITALS .............................................................................................24
6.2 CITY NOT A PARTY..............................................................................................................24
6.3 EXECUTIVE DIRECTOR IMPLEMENTATION............................................................................ 24
6.4 NOTICES,DEMANDS AND COMMUNICATIONS BETWEEN THE PARTIES.................................24
6.5 WARRANTY AGAINST PAYMENT OF CONSIDERATION FOR AGREEMENT..............................25
6.6 RELATIONSHIP OF PARTIES................................................................................................... 26
.6.7 SURVIVAL OF AGREEMENT................................................................................................... 26
6.8 NON-LIABILITY OF OFFICIALS,EMPLOYEES AND AGENTS....................................................26
6.9 CALCULATION OF TIME PERIODS .............................................................:...........................26
6.10 PRINCIPLES OF INTERPRETATION........................................................................................26
6.11 GOVERNING LAW...............................................................................................................26
6.12 AGENCY ATTORNEY FEES AND COSTS............................................................................... 27
6.13 UNAVOIDABLE DELAY;EXTENSION OF TIME OF PERFORMANCE ....................................... 27
6.14 REAL ESTATE COMMISSIONS .............................................................................:............... 28
6.15 BINDING ON SUCCESSORS AND ASSIGNS............................................................................28
6.16 NO OTHER REPRESENTATIONS 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............................................................................................................................ 29
6.22 TIME DECLARED TO BE OF THE ESSENCE............................................................................ 29
6.23 No WAIVER.......................................................................................................................29
EXHIBIT "A"-PROPERTY LEGAL DESCRIPTION
EXHIBIT "B"-FORM OF ESCROW AGENT CONSENT
EXHIBIT "C"-FORM OF GRANT DEED
EXHIBIT "D" -OCCUPANT RELEASE AND ESTOPPEL
ONTARIOWSHAM302380.2 11
2009 REALiPROPERTYPURCHASE AND SALE AGREEMENT
JAND JOINT ESCROW INSTRUCTIONS
(630 Cedarglen)
By and between
Seller,
Lupe Rubio
an individual
and
Buyer,
The Redevelopment Agency of the City of Azusa,
a public body, corporate and politic
Dated ,as of March 16,2009, for reference purposes only
I
ORANGE\SKLEINBERGl54867 A
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 16, 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 Lupe Rubio, 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 Cedarglen Drive, Azusa,
CA 91702 (Assessor Parcel Number 8612-001-048), 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.
ORANGEISKLEINBERG154867.1 1
a
1.1.2 "A encu 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 2.10.
1.1.5 "CEQA"means the California Environmental Quality Act, Public
Resources Code Sections 21000, et seq.
1.1.6 "CEQA 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 "Cily"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 "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.
i
ORANGEISKLEINBERG154867.1 2
1.1.14 "Due Diligence Investi ations"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 geotechnicalconditions 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, 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 tenth
(l0a') 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.
ORANGDSKLENBERGA54867.1 3
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:
I
L L24.1 Monetary Default. A Monetary Default that continues for seven
(7) 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
1.11.24.2 Non-Monetary Default. Any Non-Monetary Default that is not
cured within seven (7) 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 diligencAe cured within seven (7) days after such Notice, if the Party alleged
to be in Default does not do all of the following: (i)within seven (7) 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.
i
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
ORANGEISKLEINBERG154867.1 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 seg., 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
ORANGESSKLEINHERG154867.1 5
property to the Property, whether or not caused by a Party or whether occurring before or after
the Effective Date.
1.1.34 "Indemnify'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.
1.1.42 "Notice of Default" means any Notice claiming or giving Notice of a
Default.
1.1.43 "Noti " means give a Notice.
i
ORANGE\SKLEWBERG\54867.1 _ 6
1.1.44 "Occupant Release and Estoppel"means the release and estoppel, in
substantially the form of Exhibit"D" attached hereto and incorporated herein by reference.
1.1.45 "Parties"means, collectively, the Agency and Seller.
1.1.46 "Party" means, individually, either the Agency or Seller, as applicable.
1.1.47 "PCO Report" means a preliminary change of ownership report required
under California Revenue and Taxation Code Section 480.3.
1.1.48 "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.
1.1.49 "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.
1.1.50 "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.
1.1.51 "Prope "means that certain real property commonly known as 630
Cedarglen Drive, Azusa, CA 91702, more specifically legally described in Exhibit"A" attached
to this Agreement, including all appurtenant rights and interests.
1.1.52 "Purchase Price" means the amount of SIX HUNDRED SIXTY
THOUSAND DOLLARS AND NO CENTS ($660,000.00).
1.1.53 "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 any use or occupancy of the Property.
ORANGE\SKLEINBERG\54867.1 7
1.1.54 "Record,""recorded,""recording" or"recordation' each mean recordation
of the referenced document in the official records of the County.
1.1.55 "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.
1.1.56 "Seller"means Lupe Rubio, an individual, or her assignees.
1.1.57 "Seller Parties" means, collectively, the directors, officers,employees and
agents of Seller.
1.1.58 "Seller Party"means, individually, the directors, officers, employees or
agents of Seller.
1.1.59 "State"means the State of California.
1.1.60 "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:
1.1.61 "Title Company" means Lawyer's Title in Burbank, California, or such
other title insurance company,mutually agreed upon between both the Agency and Seller in
writing.
1.1.62 "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
actions that the Agency reasonably believes are necessary to obtain the Agency's approval of the
state of the title to the Property.
ORAN0EISKLEn4BER0154867.1 8
i
1.1.63 "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).
1.1.64 "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.
1.1.65 "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.
1.1.66 "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.
1.1.67 "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
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
ORANGE\SKLEINBERGl54867.1 9
, s
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) days of Agency's
Due Diligence Period.
2.3 Agency Deposits.
2.3.1 Purchase Deposit. Within seven (7) 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 Seller Deposits. Prior to the end of the Due Diligence Period, Seller shall deposit
fully executed copies of the "Occupant Release and Estoppel" for all Tenants, proof that all
Tenants have received their security deposit and proof that Seller has paid all Tenants who were
in good standing at the time the Seller approached the Agency to acquire the Property a
minimum of two thousand five hundred dollars ($2,500).
2.5 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.
2.6 Title Approval.
2.6.1 Title Notice. Within seven (7) days after the Escrow Opening Date,
Seller 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.
2.6.2 Failure to Deliver Title Notice. If the Agency fails to deliver the Title
Notice to Seller and the Escrow Agent, within seven(7) 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.
2.6.3 Title Notice Response. Within seven(7) days following the earlier of. (i)
Seller's receipt of the Title Notice or(ii) expiration of the time period provided in this Section
2.6 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
ORANGESKLEINBERG\54867.1 10
Response, if necessary, within seven (7) 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.
2.6.4 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 seven (7) 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.
2.6.5 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.
2.6.6 No Termination Liability. Any termination of this Agreement and
cancellation of the Escrow pursuant to this Section 2.6 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.
2.7 Due Diligence Investigations.
2.7.1 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 2.7.1, subject to all of the provisions of this Section 2.7.1
applicable to the Agency. The license given in this Section 2.7.1 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
ORANGE\SKLEINBERG\54867.1 I I
contact with any tenants of the Property and/or disclose the pending transaction with such
tenants.
2.7.2 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
Agency shall restore the Property to substantially its condition prior to the conduct of such Due
Diligence Investigations.
2.7.3 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.
2.7.4 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 She 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 2.7.4, 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 Parry 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.
2.7.5 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.
2.8 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 seven(7)
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
ORANGESSKLEINBERM54867.1 12
which event Seller shall assign to the Agency any right of Seller to receive any condemnation
award attributable to the Property.
2.9 Seller Covenants Regarding Maintenance of the Property.
2.9.1 Covenants. Seller covenants and agrees with the Agency that between the
Effective Date and the Escrow Closing Date:
2.9.1.1 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;
2.9.1.2 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;
2.9.1.3 Maintenance of Insurance. Seller shall maintain in force all
insurance policies currently maintained by Seller with respect to the Property;
2.9.1.4 No Title Exceptions. Seller shall not cause, permit, allow or
suffer any additional exception to the title to the Property;
2.9.1.5 Condition of Property. Seller shall deliver Property at the Close
of Escrow in its current as-is condition.
2.9.2 No Merger. Seller's covenants in this Section 2.9 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.
2.10 Seller and Tenant Waiver of Relocation Benefits and Owner Participation
Rights.
2.10.1 Representations and Warranties; Waivers and Releases.
2.10.1.1 .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, including
ORANGMSKLEINBERG\54867.1 13
i r
but not limited to California Health and Safety Code section 33415,California Code of Civil
Procedure section 1263.010, et seq., and/or California Government Code section 7260, et seq..
2.10.1.2 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
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 2.10 by Seller, including the Purchase Price and all other terms and
conditions. Seller acknowledges that the waivers given in this Section 2.10 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 2.10, 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. .
2.10.2 Indemnification. Seller agrees to Indemnify the Agency against any
claims for any Benefits relating to or arising from the transactions contemplated in this
Agreement. This shall include any claims for Benefits brought by any Tenant against the
Agency.
2.10.3 Initials. The representations, warranties, acknowledgments, waivers and
releases contained in this Section 2.10 shall survive the Close of Escrow.
Initials of Authorized
Seller Representative(s)
2.10.4 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
ORANGEISKLEMERG154867.1 14
( 1
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.
2.11 Seller Representations and Warranties.
2.11.1 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.
2.11.2 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.
2.11.3 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.
2.11.4 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.
2.11.5 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.
2.11.6 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.
2.11.7 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
ORANGE\SKLEINBERG\54867.1 15
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.
2.11.8 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
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.
2.11.9 Compliance with Relocation Obligations. Seller hereby warrants and
represents that Seller had commenced removing all Tenants from the property prior to contacting
the Agency regarding acquisition of the Property. Seller had commenced removing the Tenants
from the Property due to needed maintenance and repair work that needed to be completed prior
to the unit being occupied. Seller further hereby represents and warrants that prior to the
completion of the Due Diligence Period Seller has or will have taken any legally required steps
to comply with any applicable laws regarding the relocation and displacement of Tenants.
2.11.10 Tenant Security Deposit. Seller hereby warrants and represents that prior
to the completion of the Due Diligence Period Seller has or will have returned to the previous
Tenants the entire security deposit Tenant had provided to Seller.
2.11.11N6 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 five (5) 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
ORANGRSKLEMERG154867.1 16 .
. , y
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:
3.3.1 Title. The Agency agrees to accept conveyance of the Property, pursuant
to Section 2.6;
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 Agendy, 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;
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.
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
ORANGEISKLEWBERGl54867,1 17
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 2.6;
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;
3.4.4 CEQA 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 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 zero dollars and no cents ($0.00)
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.
ORANGEISKLEINBERG\54867.1 18
3.6 Seller's Escrow Deposits. Unless expressly provided otherwise, 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;
3.6.4 Occupant Release and Estoppel. Prior to completion of the Due Diligence
Period, Seller shall deposit with Escrow fully executed copies of the "Occupant Release and
Estoppel" signed by all Tenants and proof that Seller has paid all Tenants who were in good
standing at the time the Seller approached the Agency to acquire the Property a minimum of two
thousand five hundred dollars ($2,500).
3.6.5 Notice of Good Standing and Security Deposits. Prior to completion of the
Due Diligence Period, Seller shall deposit written notice of all Tenants who were in good
standing prior to vacating the premises and evidence of the return of all security deposits to said
Tenants.
3.6.6 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.
ORANGEISKLEINBERM54867.1 19
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 tlie 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;
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 Parry 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 Parry to cancel the Escrow and
0RAN0EISKLEIN13ERG154867.1 20
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
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.
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.
ORANGE�SKLEINBERG\54867.1 21
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 seven(7) 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 seven(7) 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
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 Refund of Security Deposits. Seller represents and warrants that prior to the
completion of the Due Diligence Period, Seller shall have refunded the full amount of all
ORANGE%SKLEMERG154867.1 22
Tenants' security deposits to the Tenants. This refund shall be made to each Tenant no later than
seven (7) days after the Tenant has vacated the Property.
4.3 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.
4.4 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.
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.
ORANGEISKLEMER054567.1- 23
r
5.3 Indemnification.
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 Calif6rnia Government Code Sections 800, et seg. or Sections 900, et seq.
5.3.2 Independent of Insurance Obligations. Each Parry's obligation to
Indemnify any Person under this Agreement is independent of any insurance carried 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.
5.3.3 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.
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 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:
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.
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
ORANGE\SKLEINBERG\54867.1 24
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 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 one dollar and no cents
($1.00). 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.
6.4 Notices,Demands and 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 or 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
ORAN GE\SKLEMERG\54867.1 25
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 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.
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., Lupe Rubio
908 South Vanhom Avenue
West Covina,California 91790
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
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.
ORANGE\SKLEWBERG\54867.1 1 26
i
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,
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
ORANGEVSKLEINBERG\54867.1 27
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`s) 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 Parry 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
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
ORANGE�SKLEINBERG\54867.1 28
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 Tag 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.
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-one (3 1)pages and
four(4) 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
0RANGE\SKLEIN13ERG\54867.1 29
I. I
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 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");
6.21.3 Exhibit "C". Form of Grant Deed (Exhibit"C"); and
6.21.4 Exhibit"D". Occupant Release and Estoppel (Exhibit"D").
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.
[Signatures on following page]
ORANGE\SKLEINBERG\54867- 30
SIGNATURE PAGE
TO
2009 REAL PROPERTY PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
(630 Cedarglen) `
IN WITNESS WHEREOF, the Agency and Seller have executed this 2009 Real Property
Purchase and Sale Agreement and Joint Escrow Instructions (630 Cedarglen) by and through the
signatures of their authorized representative(s) set forth below:
AGENCY: Seller:
Redevelopment Agency of the City of Lupe Rubio, an individual
Azusa, a public body, corporate and politic
By: By:
Name: Name:
Its:
Attest:
By:
Agency Secretary
APPROVED AS TO FORM:
Best Best & Krieger LLP
By:
Agency General Counsel
ORANGEISKLEMEM54867.1 31
ia
EXHIBIT "A"
TO
2009 REAL PROPERTY PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
(630 Cedarglen)
PROPERTY LEGAL DESCRIPTION
APN: 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.
Exhibit"A"
ORANGESSKLEINBERGt 4867.1 Property Legal Description
EXHIBIT"B"
TO
2009 REAL PROPERTY PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
(630 Cedarglen)
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 16, 2009, by and between the
Redevelopment Agency of the City of Azusa, a public body, corporate and politic, and Lupe
Rubio, 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:
Lawyer's Title Company
By:
Name:
Its:
Dated:
Notice Address:
Attn:
Exhibit`B"
Form Of Escrow Agent Consent
ORANGEISKLENBERG154867.I -
EXIIIBIT "C"
TO
2009 REAL PROPERTY PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
(630 Cedarglen)
FORM OF GRANT DEED
[To be attached following this cover page]
Exhibit"C"
Form of Grant Deed
0RANGE\SKLEINBER&54867.1
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 8612-001-048 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,
Lupe Rubio, an individual
does hereby grant and convey to
REDEVELOPMENT AGENCY OF THE CTI'Y 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:
Lupe Rubio
Exhibit"C',
Form of Grant Deed
ORANGEMMEINBERG\54867.1
t.
NOTARY ACKNOWLEDGMENT
(California All-Purpose Acknowledgment)
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
On before me,
Date Name And Title 0170 iur(c,Itim Doe,Natmy Public')
personally appeared
NamKa)of Sigegs)
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 Califomia that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature (Seal)
ATTACHED TO: GRANT DEED
[APN 8612-001-048]
Exhibit"C"
Form of Grant Deed
ORANGEISKLEINBERG�54867.1
EXHIBIT A TO
GRANT DEED
LEGAL DESCRIPTION OF PROPERTY
APN: 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.
Exhibit"C"
Form of Grant Deed
0RANGE%SKLEINBERG154867.1
REDEVELOPMENT AGENCY OF THE CITY OF AZUSA
CERTIFICATE OF ACCEPTANCE OF
GRANT DEED
[APN 8612-001-048]
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: Lupe Rubio, an individual ("Grantor"),
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.
Dated: REDEVELOPMENT AGENCY OF THE CITY OF
AZUSA, a public body, corporate and politic,
By:
Francis Delach
Its: Executive Director
ATTEST:
Agency Secretary
Exhibit"C"
Form of Grant Deed
ORANGE%SKLEINBERG154867.1
EXHIBIT "D"
TO
2009 REAL PROPERTY PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
(630 Cedarglen)
OCCUPANT RELEASE AND ESTOPPEL
[To be attached following this cover page]
Exhibit"D"
Occupant Release and Estoppel
ORANGEISKLEINBEM34867.1
OCCUPANT RELEASE AND ESTOPPEL
("Tenant") is an occupant of the parcel of the real
property owned by Lupe Rubio, an individual ("Landlord"), located at 630 Cedarglen Drive, Apt A,
Azusa, California 91702 (ihe "Property"), on a month-to-month basis. Landlord has provided
Tenant with 90 days notice requiring Tenant to vacate the Property. Tenant has been advised by
Landlord that such vacation of the Property is necessary because . Tenant
acknowledges that subsequent to receipt of the notice to vacate from Landlord, Landlord
commenced discussions with the Redevelopment Agency of the City of Azusa ("Agency") to sell
the Property to the Agency.
As consideration for the payment of two thousand five hundred dollars ($2,500) by the
Landlord, and with full knowledge that the Agency and Landlord are relying upon the valid
execution of this Occupant Release and Estoppel as a precondition to the Agency's purchase of the
Property, and as Tenant has been advised by Landlord of Tenant's rights to relocation assistance,
Tenant hereby executes this Occupant Release and Estoppel and waives any claim he or she may
have against the Agency for relocation benefits when Tenant vacates the Property by the end of
their vacation date, including any assistance in locating -and moving to a substitute location,
financial assistance for moving expenses, or housing assistance that might otherwise be available to
the Tenant pursuant to California Health and Safety Code section 33410, et seg. and/or California
Government Code section 7260, et seq. for the Agency's acquisition of the Property from Landlord.
In addition, Tenant hereby waives any other claim he or she may have against the Agency,
and forever releases and discharges Landlord and the Agency, as well as their respective successors,
board members, council members, employees, owners, officers, directors, assigns, agents,
representatives, and attorneys from and against, any and all causes of action, liens, damages, losses,
claims, liabilities, demands for compensation and/or damages pursuant to California Health and
Safety Code section 33415, California Code of Civil Procedure section 1263.010, et seq., and/or
California Government Code section 7260, et seq. for the Agency's acquisition of the Property from
Landlord. Tenant also certifies that it is the only occupant of the Property, and will not sublet or
allow any other occupant to,occupy the Property prior to or upon Tenant's vacating of the Property.
Civil Code section 1542 Waiver and Release -- California Civil Code section 1542 states in
relevant part that "[a] general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if known by him must have
materially affected his settlement with the debtor." Tenant understands and expressly agrees that
the Waiver and Release herein extends to claims of every nature and kind, known or unknown,
suspected or unsuspected, past or present, that Tenant may have against the Agency and/or
Landlord.
Executed this day of , 2009
By:
Title:
Tenant:
Exhibit"D"
Occupant Release and Estoppel
GRAN GEI.SKLEINBERG\54867.1
OCCUPANT RELEASE AND ESTOPPEL
("Tenant") is an occupant of the parcel of the real
property owned by Lupe Rubio, an individual ("Landlord"), located at 630 Cedarglen Drive; Apt B,
Azusa, California 91702 (the "Property"), on a month-to-month basis. Landlord has provided
Tenant with 90 days notice requiring Tenant to vacate the Property. Tenant has been advised by
Landlord that such vacation of the Property is necessary because . Tenant
acknowledges that subsequent to receipt of the notice to vacate from Landlord, Landlord
commenced discussions with the Redevelopment Agency of the City of Azusa ("Agency") to sell
the Property to the Agency.
As consideration for the payment of two thousand five hundred dollars ($2,500) by the
Landlord, and with full knowledge that the Agency and Landlord are relying upon the valid
execution of this Occupant Release and Estoppel as a precondition to the Agency's purchase of the
Property, and as Tenant has been advised by Landlord of Tenant's rights to relocation assistance,
Tenant hereby executes this Occupant Release and Estoppel and waives any claim he or she may
have against the Agency for relocation benefits when Tenant vacates the Property by the end of
their vacation date, including any assistance in locating and moving to a substitute location,
financial assistance for moving expenses, or housing assistance that might otherwise be available to
the Tenant pursuant to California Health and Safety Code section 33410, et seq. and/or California
Government Code section 7260, et seq. for the Agency's acquisition of the Property from Landlord.
In addition, Tenant hereby waives any other claim he or she may have against the Agency,
and forever releases and discharges Landlord and the Agency, as well as their respective successors,
board members, council members, employees, "owners, officers, directors, assigns, agents,
representatives, and attorneys from and against, any and all causes of action, liens, damages, losses,
claims, liabilities, demands for compensation and/or damages pursuant to California Health and
Safety Code section 33415, California Code of Civil Procedure section 1263.010, et seq., and/or
California Government Code section 7260, et seq. for the Agency's acquisition of the Property from
Landlord. Tenant also certifies that it is the only occupant of the Property, and will not sublet or
allow any other occupant to occupy the Property prior to or upon Tenant's vacating of the Property.
Civil Code section 1542 Waiver and Release -- California Civil Code section 1542 states in
relevant part that "[a] general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if known by him must have
materially affected his settlement with the debtor." Tenant understands and expressly agrees that
the Waiver and Release herein extends to claims of every nature and kind, known or unknown,
suspected or unsuspected, past or present, that Tenant may have against the Agency and/or
Landlord.
Executed this day of 2009
By:
Title:
Tenant:
Exhibit"D"
Occupant Release and Estoppel
ORANGDSKLEINBERM548671
OCCUPANT RELEASE AND ESTOPPEL
("Tenant") is an occupant of the parcel of the real
property owned by Lupe Rubio, an individual ("Landlord"), located at 630 Cedarglen Drive, Apt C,
Azusa, California 91702 (the "Property"), on a month-to-month basis. Landlord has provided
Tenant with 90 days notice requiring Tenant to vacate the Property. Tenant has been advised by
Landlord that such vacation of the Property is necessary because . Tenant
P az'S'
acknowledges that subsequent to receipt of the notice to vacate from Landlord, Landlord
commenced discussions with the Redevelopment Agency of the City of Azusa ("Agency") to sell
the Property to the Agency.
As consideration for the payment of two thousand five hundred dollars ($2,500) by the
Landlord, and with full knowledge that the Agency and Landlord are relying upon the valid
execution of this Occupant Release and Estoppel as a precondition to the Agency's purchase of the
Property, and as Tenant has been advised by Landlord of Tenant's rights to relocation assistance,
Tenant hereby executes this Occupant Release and Estoppel and waives any claim he or she may
have against the Agency for relocation benefits when Tenant vacates the Property by the end of
their vacation date, including any assistance in locating and moving to a substitute location,
financial assistance for moving expenses, or housing assistance that might otherwise be available to
the Tenant pursuant to California Health and Safety Code section 33410, et seq. and/or California
Government Code section 7260, et seg. for the Agency's acquisition of the Property from Landlord.
In addition, Tenant hereby waives any other claim he or she may have against the Agency,
and forever releases and discharges Landlord and the Agency, as well as their respective successors,
board members, council members, employees, owners, officers, directors, assigns, agents,
representatives, and attorneys from and against, any and all causes of action, liens, damages, losses,
claims, liabilities, demands for compensation and/or damages pursuant to California Health and
Safety Code section 33415, California Code of Civil Procedure section 1263.010, et seq., and/or
California Government Code section 7260, et seg. for the Agency's acquisition of the Property from
Landlord. Tenant also certifies that it is the only occupant of the Property, and will not sublet or
allow any other occupant to occupy the Property prior to or upon Tenant's vacating of the Property.
Civil Code section 1542 Waiver and Release -- California Civil Code section 1542 states in
relevant part that "[a] general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if known by him must have
materially affected his settlement with the debtor." Tenant understands and expressly agrees that
the Waiver and Release herein extends to claims of every nature and kind, known or unknown,
suspected or unsuspected, past or present, that Tenant may have against the Agency and/or
Landlord.
Executed this day of 2009
By:
Title:
Tenant:
Exhibit"D"
Occupant Release and Estoppel
ORANGElSKLEINBERG�54867.1
i
OCCUPANT RELEASE AND ESTOPPEL
("Tenant") is an occupant of the parcel of the real
property owned by Lupe Rubio, an individual ("Landlord"), located at 630 Cedarglen Drive, Apt D,
Azusa, California 91702 (the "Property"), on a month-to-month basis. Landlord has provided
Tenant with 90 days notice requiring Tenant to vacate the Property. Tenant has been advised by
Landlord that such vacation of the Property is necessary because . Tenant
acknowledges that subsequent to receipt of the notice to vacate from Landlord, Landlord
commenced discussions with the Redevelopment Agency of the City of Azusa ("Agency") to sell
the Property to the Agency.
As consideration for the payment of two thousand five hundred dollars ($2,500) by the
Landlord, and with full knowledge that the Agency and Landlord are relying upon the valid
execution of this Occupant Release and Estoppel as a precondition to the Agency's purchase of the
Property, and as Tenant has been advised by Landlord of Tenant's rights to relocation assistance,
Tenant hereby executes this Occupant Release and Estoppel and waives any claim he or she may
have against the Agency for relocation benefits when Tenant vacates the Property by the end of
their vacation date, including any assistance in locating and moving to a substitute location,
financial assistance for moving expenses, or housing assistance that might otherwise be available to
the Tenant pursuant to California Health and Safety Code section 33410, et seq. and/or California
Government Code section 7260, et seq. for the Agency's acquisition of the Property from Landlord.
In addition, Tenant hereby waives any other claim he or she may have against the Agency,
and forever releases and discharges Landlord and the Agency, as well as their respective successors,
board members, council members, employees, owners, officers, directors, assigns, agents,
representatives, and attorneys from and against, any and all causes of action, liens, damages, losses,
claims, liabilities, demands for compensation and/or damages pursuant to California Health and
Safety Code section 33415, California Code of Civil Procedure section 1263.010, et seg., and/or
California Government Code section 7260, et seq. for the Agency's acquisition of the Property from
Landlord. Tenant also certifies that it is the only occupant of the Property, and will not sublet or
allow any other occupant to occupy the Property prior to or upon Tenant's vacating of the Property.
Civil Code section 1542 Waiver. and Release -- California Civil Code section 1542 states in
relevant part that "[a] general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if known by him must have
materially affected his settlement with the debtor." Tenant understands and expressly agrees that
the Waiver and Release herein extends to claims of every nature and kind, known or unknown,
suspected or unsuspected, past or present, that Tenant may have against the Agency and/or
Landlord.
Executed this day of 2009
By:
Title:
Tenant:
Exhibit"D"
Occupant Release and Estoppel
ORANGEISKLEINBERG154867 A
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS........................................................................................................I
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.,......................................................1................................................... ... 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............................................................................................... 16
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............................................................................................................... 20
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...................................................................................21
3.14 ESCROW CANCELLATION .............................................................................................:..... 21
3.15 ESCROW NOTICES .............................................................................................................. 21
ARTICLE 4 TENANT LEASES................................................................................................22
4.1 PROPERTY IS VACANT..........................................................................................................22
4.2 REFUND OF SECURITY DEPOSITS..........................................................................................22
4.3 UNRECORDED POSSESSORY INTERESTS................................................................................22
4.3 INDEMNIFICATION FOR RELOCATION COSTS ........................................................................22
ARTICLE 5 REMEDIES AND INDEMNITY.......................................................................:.22
5.1 EVENT OF DEFAULT REMEDIES............................................................................................22
5.2 RIGHTS AND REMEDIES ARE CUMULATIVE...........................................................................22
5.3 INDEMNIFICATION................................................................................................................23
5.4 INDEMNIFICATION PROCEDURES........:.................................................................................23
ORANGEVSKLEINBERG1548621 1
ARTICLE 6 GENERAL PROVISIONS...................................................................................24
6.1 INCORPORATION OF RECITALS .............................................................................................24
6.2 CITY NOT A PARTY..............................................................................................................24
6.3 EXECUTIVE DIRECTOR IMPLEMENTATION............................................................................ 24
6.4 NOTICES,DEMANDS AND COMMUNICATIONS BETWEEN THE PARTIES................................. 24
6.5 WARRANTY AGAINST PAYMENT OF CONSIDERATION FOR AGREEMENT.............................. 25
6.6 RELATIONSHIP OF PARTIES................................................................................................... 26
6.7 SURVIVAL OF AGREEMENT...................................................................................................26
6.8 NON-LIABILITY OF OFFICIALS, EMPLOYEES AND AGENTS....................................................26
6.9 CALCULATION OF TIME PERIODS ......................................................................................... 26
6.10 PRINCIPLES OF INTERPRETATION........................................................................................ 26
6.11 GOVERNING LAW...............................................................................................................26
6.12 AGENCY ATTORNEY FEES AND COSTS............................................................................... 27
6.13 UNAVOIDABLE DELAY;EXTENSION OF TIME OF PERFORMANCE ....................................... 27
6.14 REAL ESTATE COMMISSIONS ............................................................................................. 28
6.15 BINDING ON SUCCESSORS AND ASSIGNS............................................................................ 28
6.16 NO OTHER REPRESENTATIONS 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............................................................................................................................ 29
6.22 TIME DECLARED TO BE OF THE ESSENCE............................................................................ 29
6.23 No WAIVER ....................................................................................................................... 29
EXHIBIT "A"-PROPERTY LEGAL DESCRIPTION
EXHIBIT "B"-FORM OF ESCROW AGENT CONSENT
EXHIBIT "C"-FORM OF GRANT DEED
EXHIBIT "D'-OCCUPANT RELEASE AND ESTOPPEL
ORANGESKLEINBERG154867.1 11
Exhibit"C" to March 16, 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$1,455,000 to fund the acquisition,and associated costs,of the
property located at 616 North Cedarglen Drive(Roman) and 630 North Cedarglen
Drive(Rubio):
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 16th Day of March,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 16`h Day
of March, 2009,by the following vote of Agency Members:
AYES: AGENCY MEMBERS:
NOES: AGENCY MEMBERS:
ABSTAIN: AGENCY MEMBERS:
ABSENT: AGENCY MEMBERS:
Secretary:
EXHIBIT D
RESOLUTION NO.
A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA
APPROVING A PURCHASE AND SALE AGREEMENT WITH LUIS P. ROMAN FOR
THE PURCHASE OF 616 NORTH CEDARGLEN DRIVE (APN 8612-001-032) 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 West End Project Area("Project Area");and
WHEREAS, Luis P. Roman, ("Owner") is the owner of certain real property located within the Project Area,
generally described as 616 North Cedarglen Drive(APN: 8612-001-032) in its entirety("Property"),and more particularly
described in Exhibit A attached hereto and incorporated 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 Owner in accordance with the terms and conditions set forth in the purchase and sale agreement attached hereto as
Exhibit B and incorporated herein by reference("Agreement");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 Area;and
WHEREAS,this Agreement pertains to and affects the ability of the Agency to finance its activities and carry out its
statutory 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 Environmental Quality Act Guidelines
(Title 14 C.C.R.§15004)and the City of Azusa's environmental procedures.
NOW,THEREFORE,BE IT RESOLVED by the Governing Board of the Redevelopment Agency of the City
of Azusa as follows:
SECTION 1. All of the Recitals set forth above are true and correct.
SECTION 2. Based on all of the foregoing,the Agency hereby approves the Agreement for the purchase of certain
real property generally located at 616 North Cedarglen Drive (APN: 8612-001-032) 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 of the 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 W day of March.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 Azusa,at a regular meeting of said Board held on the 16' day of
March,2009,by the following vote of the Board:
AYES: BOARDMEMBERS:
NOES: BOARDMEMBERS:
ABSTAIN: BOARDMEMBERS:
ABSENT: BOARDMEMBERS:
Secretary
w 4
Exhibit A
To PSA Resolution
Legal Description of Property
616 North Cedarglen Drive(APN:8612-001-032)
Tract No.27346,Lot 23 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 B
To PSA Resolution
Real Property Purchase And Sale Agreement
Please See:
Exhibit"A"To The Staff Report Titled: Consideration Of Two Purchase And Sale Agreements For The Acquisition Of
Real Property Located At 616 North Cedarglen Drive(Roman)And 630 North Cedarglen Drive Avenue
(Rubio);Dated:March 16,2009
EDIT E
RESOLUTION NO.
A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA
APPROVING A PURCHASE AND SALE AGREEMENT WITH LUIS P. ROMAN FOR
THE PURCHASE OF 630 NORTH CEDARGLEN DRIVE (APN 8612-001-048) 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 West End Project Area("Project Area");and
WHEREAS,Lupe Rubio,("Owner")is the owner of certain real property located within the Project Area,generally
described as 630 North Cedarglen Drive(APN: 8612-001-048) in its entirely("Property"),and more particularly described
in Exhibit A attached hereto and incorporated 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 Owner in accordance with the terms and conditions set forth in the purchase and sale agreement attached hereto as
Exhibit B and incorporated herein by reference("Agreement");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 Area;and
WHEREAS,this Agreement pertains to and affects the ability of the Agency to finance its activities and carry out its
statutory 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 Environmental Quality Act Guidelines
(Title 14 C.C.R§15004)and the City of Azusas environmental procedures.
NOW,THEREFORE,BE IT RESOLVED by the Governing Board of the Redevelopment Agency of the City J
of Azusa as follows:
SECTION 1. All of the Recitals set forth above are true and correct.
SECTION 2. Based on all of the foregoilg,the Agency hereby approves the Agreement for the purchase of certain
real property generally located at 630 North Cedarglen Drive (APN: 8612-001-048) in its entirely 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 of the 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. Ile Agency Secretary shall certify the adoption of this Resolution.
PASSED AND APPROVED this 16th day of March,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 Azusa,at a regular meeting of said Board held on the 16t° day of
March,2009,by the following vote of the Board:
AYES: BOARDMEMBERS:
NOES: BOARDMEMBERS:
ABSTAIN: BOARDMEMBERS:
ABSENT: BOARDMEMBERS:
Secretary
r
Exhibit A
To PSA Resolution
Legal Description of Property
630 North Cedarglen Drive(APN:8612-001-048)
Tract No.27346,Lot 39 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 B
To PSA Resolution
Real Property Purchase And Sale Agreement
Please See:
Exhibit`B"To The Staff Report Titled: Consideration Of Two Purchase And Sale Agreements For The Acquisition Of
Real Property Located At 616 North Cedarglen Drive(Roman)And 630 North Cedarglen Drive Avenue
(Rubio);Dated:March 16,2009
jrCra
lip, T ,
CITY OF AZUSA
MINUTES OF THE REDEVELOPMENT AGENCY
REGULAR MEETING
MONDAY,MARCH 2,2009—8:52 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 MakshanofT,
Department Heads,Secretary Mendoza,Deputy Secretary Toscana.
The CONSENT CALENDAR consisting of items F-1 through F-3, was approved by motion of Consent Cal.
Director Hanks,seconded by Director Carrillo and unanimously carred. approved
1. Minutes of the regular meeting of February 17,2009,were approved as written. Min appvd
2. The Agency Treasurer's Report for the month ending January 31,2009,was received and filed. Tress 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.09-1112
ALLOWING CERTAIN CLAIMS AND DEMANDS TO BE PAM 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:8:53 P.M.
SECRETARY
NEXT RESOLUTION NO. 09-R13.
WARRANT REGISTER NO. 14
FISCAL YEAR 2008-09
WARRANTS DATED 02/01/09 THROUGH 02/15/09 .
FOR REDEVELOPMENT AGENCY MEETING OF 03-16-09
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 by law 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 $ 9.898.10
80-125-CBD CAPITAL PROJECTS FUND 50.036.44
80-135-WED CAPITAL PROJECTS FUND 5.216.58
80-185-RANCH CAPITAL PROJECTS FUND
80-165-618-2005 TAX ALLOCATION BONDS FUND
81-155-TAX INCREMENT SET-ASIDE FUND 10,028.50
82-125-CBD DEBT SERVICE FUND
82-135-WED DEBT SERVICE FUND
82-185-RANCH CENTER DEBT SERVICE FUND
TOTAL ALL FUNDS: $ 75.17 .62
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
Citv of Azusa HP 9000 03/11/09 O P E N H 0 L D D B L I S T I N G ��// ty pp�e
MAR 11, 2009, 10:44 AM ---req: RDSE-------leg: C3, JL---lcc: BI-TBaf---job: 649497 ##n982-pgn (I 400<1.344e rpt id: Cd-]FLFMR02
SELECT FUD Cups: 80-82 ; Check Issue Dates: 020109-021509
PE ID PE Nane ACCXTf NUN2E2 / JOB NIvEE2 Invoice NLaTber DEn=ption St Disc. Ant. Dist. Ant.
V05613 A T & T 8010110000-6915 012409 FAX CHARDS 0124 PD 0.00 7.76
PEID 0.00
Paid: 7.76
Total: 7.76
V01305 AZUSA = FED C 8000000000-3035 2610/0901003 PF4#3/09 PD 0.00 237.50
PEID Cyd: 0.00
Paid: 237.50
Tbtal: 237.50
V10604 AZ-FA MI= MAN 8000000000-3020 2618/0901003 PR43/09 FD 0.00 30.00
PEID Lulmald: 0.00
d: 30.00
Total: 30.00
V05804 BEST BEST & KRID 8110155000-6301 593990 12/08 LC$rER CPR FD 0.00 423.50
V05804 BEST PEST & KRIE 8010135000-6301/503500-6301 593989 12/08 LCIS D= PD 0.00 5,216.58
V05804 BEST EMT & KRIE 8010125000-6301/505800-6301 59399212/08 L9,U&JIN PD 0.00 2,137.70
V05804 BEST BEST & KRIE 8010110000-6301 593991 12/08 LM CET MI FD 0.00 273.00
V05804 BEST BEST & KRIE 8010125000-6301/505900-6301 594002 12/08 LC1,FUEER PD 0.00 3,177.95
V05804 BEST BEST & = 8010125000-6301/505825-6301 593999 12/08 LGL-CBS BI PD 0.00 393.00
V05804 BEST BEST & KRIE 8010125000-6301/505900-6301 594000 12/08 LC3rALSFN PD 0.00 42.00
V05804 BEST BSE T & FQU 8010125000-6301/505800-6301 593998 12/08 LMrCH3JI E FD 0.00 6,290.60
V05804 FEST = & KRIE 8010125000-6301/505800-6301 594001 12/08 LCIrNA= FD 0.00 2,178.68
V05804 FEST BEST & KRIE 8010125000-6301/505700-6301 593991 12/08 LGL-GEN MI FD 0.00 84.00
V05804 EEST BEST & = 8010125000-6301/505800-6301 593997 12/08 CORIEiZ FD 0.00 3,631.54
V05804 QST BEST & KRIE 8010125000-6301/505800-6301 593996 12/08 IG,810ALA FD 0.00 9,314.40
V05804 BEST EEST & = 8010125000-6301/505800-6301 593994 12/08 LG1,H4EEW PD 0.00 325.80
MST ST EEST & KRIE 8010125000-6301/505825-6301 593993 12/08 LM TARGET PD 0.00 2,009.00
V05804 EEST BEST & KRIE 8010125000-6301/505800-6301 593995 12/08 LGL-WO IA FD 0.00 775.00
V05804 EEST BFST & KRIE 8010125000-6301/505800-6301 594004 12/08 LMr624-63 FD 0.00 546.00
V05804 BEST BEST & KRIE 8110155000-6301/505315-6301 594003 12/08 LC$rp�-9 PD 0.00 1,680.00
V05804 BEST BEST & KRIE 8010125000-6301/505800-6301 593991 12/08 L9,-CET MI PD 0.00 63.00
PEID LIV: 0.00
Paid: 38,561.75
Tbtal: 38,561.75
V06783 CTTISIREET 8000000000-3010 2315/0901003 PR43/09 FD 0.00 124.71
V
City.of Azusa HP 9000 03/11/09 O P E N H O L D D B LISTING By D-_ s Eritity N p� 2
WED, M4R 11, 2009, 10:44 PM ---req: RSM-------leg: GL JL,--loc: BI-TEM---job: 649497 #Jl982---pgn: Cf-A00 <1.34> rpt id: CHFLTR02
SECFX.T FUD Codes: 80-82 ; Check Issue Dates: 020109-021509
PE ID PE Nave AC= NLPEER / JM NUvffi2 Lwoioe Natter Desripticn St Disc. Ant.. Dist. Ant.
V06783 CITISIREEP 8000000000-3010 2310/0901003 pp3�3/09 PD 0.00 561.83
V06783 CIIISIREEI 8000000000-3010 1310/0901003 FR#3/09 PD 0.00 266.57
PEID LTi V: 0.00
Paid: 953.11
Total: 953.11
V00348 02= HEALTH I 8000000000-3054 2435/0901003 PR43/09 PD 0.00 28.88
PEID d: 0.00
d: 28.88
Total: 28.88
V00331 FECERAL EXPRESS 8010110000-6521 903844183 117052788/SPATE PD 0.00 38.96
V00331 FEDERAL EXPRESS 8010125000-6625/505800-6625 906345860 117052788/J.HML PD 0.00 17.79
PEID Lk¢aid: 0.00
Paid: 56.75
Total: 56.75
V11594 FOREPES^ DRO-DEM 8010125000-7080/505900-7080 012209 REFUSD -ENA DEQ PD 0.00 10,000.00
PEID Ultd: 0.00
Paid: 10,000.00
Total: 10,000.00
V03126 T,-rnmrt\t MnTICbAL 8000000000-3010 2325/0901003 x�$$3/09 PD 0.00 500.00
V03126 LBN=J TATICIAL 8000000000-3010 1320/0901003 F3Z##3/09 PD 0.00 78:75
PETD LUkIpaiid: 0.00
Paid: 578.75
Total: 578.75
V10322 M & T BADIK 8000000000-3010 020209A Defrd Ccnp Pbl/P FD 0.00 369.17
PES d: 0.00
Paid: 369.17
Tbtal: 369.17
V00540 omcE EEIQf INC 8010110000-6530 460041095001 489955 PD 0.00 27.27
PEID LIlq)aid: 0.00
City of Azusa HP 9000 03/11/09 O P E N H O L D D B LISTING By Perms_ /Entity N.7e � 3
HIED, MR 11, 2009, 10:44 AM ---req: RCSE-------leg: GL JL,--lcc: BI-=---1cb: 649497 #J1982---p9m: 00 <1.34> rpt id: 02
SE= Full) Oxus: 80-82 ; Click Issue Dates: 020109-021509
PE ID PE Dane ALl"171VT N VHER / JCB NUvEM Invoice N fiber Ds=ption St Disc. Ant. Dist. Ant.
Paid: 27.27
Total: 27.27
V04138 RECSASIAR LIFE I 8000000000-3053 2215/0901003 83/09 FD 0.00 3.75
V04138 RE.'LIASTAR LIFE I 8000000000-3054 2410/0901003 PR#3/09 PD 0.00 2.81
- - .
PEID d: 0.00
Paid: 6:56
Tbtal: 6.56
V05532 RICCH AMERICAS C 8010110000-6539 404262382 NPUgIflM*JCE ACFE PD 0.00 284.35
PEID thuaid: 0.00
Paid: 284.35
Total: 284.35
V02371 SPRINT 8010110000-6915 86488819012 864888819012/TRE FD 0.00 12.50
V02371 SPRINT 8010110000-6915 864888819013 8648888190132= PD 0.00 12.50
PEID UMd: 0.00
d: 25.00
Tbtal: 25.00
V08056 SDUMARD INKRAN 8000000000-3044 1255/0901003 FR43/09 PD 0.00 212.09
PEID id: 0.00
Paid: 212.09
Total: 212.09
V10053 5TUEARD INSMAN 8000000000-2725 1221/0901003 PR43/09 PD 0.00 87.08
PETD d: 0.00
d: 87.08
Tbtal: 87.08
V08056 S17CRD DO RAN 8000000000-2725 1220/0901003 M3/09 PD 0.00 75.11
PEID mrd: 0.00
Paid: 75.11
Total: 75.11
V10009 TffiRRA [EST AUDI 8110155000-6345 100712 12/08 PRJ M3C-A FD 0.00 2,880.00
f
City Qp
of Azusa HP 9000 03/11/09 O P E N H O L D D B LISTING By Entity N rre 4
WED, NAR 11, 2009, 10:44 AM ---req: ROSE-------leg: , JLr--loc: BI-TEM 649497 # 71982--- m: 00 <1.34> rpt id: �02
SEAT FIND Clams: 80-82 ; Check Issue Kites: 020109-021509
PE ID PE Nsrre AC1= NLNffi2 / JOB NUMBER Invoice Nimes Des=ption St Disc. Art. Dist. Ant.
V10009 TIERRA WEST ADVI 8010125000-6345/505800-6345 100712 12/08 H2J M3VT-A PD 0.00 2,182.50
V10009 TIEPPA WEST ADVI 8010125000-6345/505825-6345 100912 12/08 PRT M3vT-T PD 0.00 3,354.15
V10009 TIERRA WEST' AM 8010110000-6345 100512 12/08 FPJ =-G PD 0.00 5,818.32
V10009 TIERRA WEST ADVI 8010125000-6345/505800-6345 10051212/ II'08 PRT M3� -G PD 0.00 1,125.00
V10009 TTEEM WEST AM 8010110000-6345 100812A 12/08 PAJ MM-G PD 0.00 200.00
V10009 TIERRA WEST AM 8110155000-6345 100512 12/08 FRJ =-G PD 0.00 500.00
V10009 TIERRA V,ST ADVI 8110155000-6345/505315-6345 100512 12/08 FRJ =-G PD 0.00 900.00
V10009 TIERRA WEST AWI 8110155000-6345/505310-6345 100512 12/08 PRJ M3VT-G PD 0.00 2,250.00
V10009 TIERRA WEST A II 8010110000-6345 100612A 12/08 PPJ M3VT-G PD 0.00 341.67
V10009 TIERRA WEST A II 8110155000-6345/505310-6345 100712 12/08 PAT M24r-A PD 0.00 1,395.00
V10009 TIERRA WEST.= 8010125000-6345/505800-6345 100112A 12/08 PAT M3"II'-D FD 0.00 2,388.33
P= d: 0.00
P
d: 23,334.97
Tbtal: 23,334.97
V00876 W%c1 1N3ICN naA 8000000000-3010 2330/0901003 3/09 PD 0.00 116.91
V00876 KkclDl\= M= 8000000000-3010 2335/0901003 3/09 FD 0.00 171.61
V00876 Mcl-DIGIM MJRA 8000000000-3010 1330/0901003 3/09 PD 0.00 15.00
PEID Upaid: 0.00
d: 303.52
Total: 303.52
GRAND TOTALLhIDaid: 0.00
Paid: 75,179.62
Total: 75,179.62