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Agenda Packet - September 21, 2015 - CC
AGENDA REGULAR MEETING OF THE CITY COUNCIL, THESUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCYAND THE PUBLIC FINANCING AUTHORITY OF THE CITY OF AZUSA AZUSA AUDITORIUMTUESDAY,SEPTEMBER21, 2015 213 EAST FOOTHILL BOULEVARD6:30 P.M. Ceremonial/Closed Session 7:30 P.M. Regular Meeting AZUSA CITY COUNCIL JOSEPH ROMEROROCHA MAYOR EDWARD J. ALVAREZANGEL CARRILLO MAYOR PRO-TEMCOUNCILMEMBER URIEL EDWARDMACIASROBERT GONZALES COUNCILMEMBERCOUNCILMEMBER 6:30 P.M. 1.Call to Order 2.Roll Call CLOSED SESSION NOTICE TO THE PUBLIC FOR CLOSED SESSION Prior to going into closed session the City Council will convene in the Auditorium serving as Council Chambers to take public comment on the closed session items only. General public comment will be provided for during the regular portion of the meeting beginning at 7:30 P.M. 09/21/2015-1- 1.REAL PROPERTY NEGOTIATIONS Pursuant to California Government Code Section 54956.8 Agency Negotiators:Troy L. Butzlaff, City Manager and Kurt Christiansen, Economic and Community Development Director. Negotiating Parties:Rosedale Land Partners, LLP Under Negotiation:Terms for Property Transfer Property Address:Approximately 201 acres of certain real property on the Azusa mountainside, located north of the Rosedale Development up to the mountain ridge near the Azusa "A" and approximately 0.5 miles in width(Approximately 200 acres of land) 2.CONFERENCE WITH LEGAL COUNSEL-ANTICIPATED LITIGATION –Significant Exposure to Litigation Pursuant to California Government Code, Section 54956.9(d)(2)/(e)(1). 1 Potential Case 3.CONFERENCEWITH LEGAL COUNSEL –EXISTING LITIGATION Pursuant to California Government Code, Sections 54956.9(d)(1). Case Name:Azusa v. Faye M. Pierson, Los Angeles Superior Court Case No. 14K06457. NOTICETO THE PUBLIC FOR REGULAR MEETING In compliance with Government code Section 54957.5,copies of staff reports or other written documentation relating to each item of business referred to on the Agenda are in file on the Office of the City Clerk-213 E. Foothill Blvd.; copies for public view areintheAzusaCity Library-729 N. Dalton Ave., AzusaPolice Department Lobby-725 N. Alameda Ave.,and the Cityof AzusaWeb Page www.ci.azusa.ca.us. Persons who wish to speak during the Public Participation portion of the Agenda or on a Public Hearing item, shall fill out a card requesting to speak and shall submit it to the City Clerk prior to7:30 P.M.; cards submitted after will not be accepted. 7:30 P.M. -REGULAR MEETING OF THE CITY COUNCIL THE SUCCESSOR AGENCYAND THE PUBLIC FINANCING AUTHORITY. A. PRELIMINARY BUSINESS 1.Call to Order 2.Roll Call 3.Pledge to the Flag 4.Invocation–Dhamakaya Meditation Center B.PUBLIC PARTICIPATION This time has been set aside for persons in the audience to make public comments on items within the subject matter jurisdiction of the council/agency board that arenot listed on this agenda or are listed on this agenda as an item other than a public hearing item. Members of the audience will have the opportunity to address the city council/agency board about public hearing items at the time the public hearing is held. Under the provisions of the Brown Act, the council/agency board is prohibited from taking action on oral requests, but may refer the matter to staff or to a subsequent meeting. The council/agency board will respond after public comment has been received. Each person or representative of a group shall be allowed to speak without interruption for up to five (5) continuous minutes, 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. 09/21/2015-2- C. REPORTS, UPDATES, AND ANNOUNCEMENTS FROM STAFF/COUNCIL 1.Mayor Rocha: request for a $200 sponsorship for the Gladstone High School Marching band for transportation costs to the “Saluting Our Veterans” event at Citrus College. D. SCHEDULED ITEMS 1.ORDINANCE AMENDING CHAPTER 14 OF THE AZUSA MUNICIPAL CODE AND ADOPTING EXPEDITED PERMITTING PROCEDURES FOR SMALL RESIDENTIAL ROOFTOP SOLAR SYSTEMS.This Ordinance does not commit the City to any action that may have a significant effect on the environment. As a result, such action does not constitute a project subject to the requirements of the California Environmental Quality Act. RECOMMENDED ACTION: Waive further reading, read by title only and introduce Ordinance No. 2015-O10, an Ordinance of the City of Azusa adding Section 14-11 to the Azusa Municipal Code relating to the expedited permitting procedures for Small Residential Rooftop Solar Systems, and set a public hearing for October 19, 2015. E.CONSENT CALENDAR TheConsent Calendaradopting the printed recommended actions will be enacted with one vote. If Councilmembersor Staff wishesto address any item on the Consent Calendarindividually, it will be considered under SPECIAL CALL ITEMS. 1.RESOLUTIONSAUTHORIZING PAYMENT OF WARRANTS BYTHE CITY. RECOMMENDED ACTION: Adopt Resolution No.2015-C46allowing certain claims and demands and specifying the fundsout of which the same are to be paid. 2.HUMAN RESOURCES ACTION ITEMS. RECOMMENDED ACTION: Approve Personnel Action Requests in accordance with the City of Azusa Civil Service Rules and applicable Memorandum of Understanding(s). 09/21/2015-3- 3.RELEASE OF PUBLIC IMPROVEMENTS, ROUGH GRADING, AND MONUMENT BONDS FOR TRACTS 63336-3 AND 63336-4, KNOWN AS TAMARIND LANE II IN THE ROSEDALE COMMUNITY. RECOMMENDED ACTION: Exonerate the performance bond in the amount of $257,251.32, the labor and materials bondin the amount of$257,251.32 and the cash monument bond of $5,000 for Tract 63336-3; andexonerate the performance bond in the amount of $246,914.25, the labor and materials bond in the amount of $246,914.25 and the cash monument bond of $5,000 for Tract 63336-4; and release the rough grading bond in the amount of $54,000. 4.ACCEPTANCE OF A GRANT FROM THE SAN GABRIEL VALLEY MUNICIPAL WATER DISTRICT, IN THE AMOUNT OF $97,500 FOR A MEDIAN ISLAND WATER CONSERVATION PROJECT. RECOMMENDEDACTION: Approve acceptance of grant award from SGVMWD in the amount of $97,500. 5.NOTICE OF COMPLETION FOR CIP PROJECT #41015E, ZACATECAS PARK RESTROOM. RECOMMENDED ACTION: Approve the Notice of Completion for the New Zacatecas Park Restroom;andauthorize staff to file the Notice of Completion with the Los Angeles County Clerk. 6.ACCEPTANCE OF GRANT DEED FOR THE NORTH PORTION OF THE ARROYO, EXTENDING FROM SIERRA MADRE AVE. TO THE BASE OF THE FOOTHILLS, AND ACCEPTANCE OF THE CONSTRUCTION IMPROVEMENTS. RECOMMENDED ACTION: Accept the construction improvements on the north portion of The Arroyo extending from Sierra Madre Ave. to the base of the foothills, accept the Grant Deed and increase the existing Landscape and Irrigation Maintenance contract between the City and ValleyCrest Landscape Maintenance by $2,192.00 per month. 7.APPROVAL OF CORRECTION TO CIP CARRYOVER FUNDING FOR FISCAL YEAR 15-16 BUDGET –AZUSA INTERMODAL TRANSIT CENTER. RECOMMENDED ACTION: Add an additional $950,000 inSAFETEA-LU (Federal grant) funding to the budget authority for the Azusa Intermodal Transit Center capital improvement project. 09/21/2015-4- 8.PURCHASE OF PADMOUNT TRANSFORMERS. RECOMMENDED ACTION: Approve the issuance of a purchase order to HD Supply Power Solutions in an amount not to exceed $37,588and approve the issuance of a purchase order to Ermco Corporation in an amount not to exceed $27,627. 9.AUTHORIZATION TO AMEND THE MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF AZUSA AND FOOTHILL TRANSITFOR THE AZUSA INTERMODAL TRANSIT CENTER –FIFTH AMENDMENT. RECOMMENDED ACTION: Approve an amendment to the MOU between the City of Azusa and Foothill Transit and authorize the City Manager to execute the amendment to the MOU, in a form acceptable to the City Attorney, on behalf of the City. 10.AMENDMENT TO PROFESSIONAL AUDITING SERVICES AGREEMENT WITH LANCE, SOLL AND LUNGHARD, LLP FOR ADDITIONAL AUDIT SERVICES RELATED TO GASB 68 ACCOUNTING AND FINANCIAL REPORTING OF PENSIONS. RECOMMENDED ACTION: Approve an amendment to the Professional Services Agreement with Lance, Soll & Lunghard, LLP for the addition of the GASB 68 implementation for FY ending June 30, 2015 and June 30, 2016 in the amount of $8,120 andauthorize the City Manager to executive an amendment, in a form acceptable to the City Attorney, on behalf of the City. 11.RESOLUTIONS APPOINTING MEMBERS TO VARIOUS CITY COMMISSIONS. RECOMMENDED ACTION: Adopt Resolution No. 2015-C49 re-appointing Jennie B. Avila to the Library Commission, Resolution No. 2015-C50 re-appointing Fernando Rubio, Jr. to the Personnel Board, Resolution No. 2015-C51 re- appointing Jesse Avila, Jr. to the Planning Commission, Resolution No. 2015-C52 appointing Jule Arevalo, Robert Donnelson,Carmen Garcia,James Griffith and Stevie Heath to the Art in Public Places Commission anddirect Staff to re-open the Commission and Committee application/recruitment process for any remaining vacancies. 12.FACILITY USE AGREEMENT FOR THE SISTER CITY HOUSE WITH SERVICE CORPS OF RETIRED EXECUTIVES (SCORE). RECOMMENDED ACTION: Authorize the City Manager to execute the Facility Use Agreement, in a form acceptable to the City Attorney, on behalf of the City. 09/21/2015-5- 13.BUDGET AMENDMENT FOR LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AGENCY TRANSIT ORIENTED DEVELOPMENT PLANNING GRANT PROGRAM. RECOMMENDED ACTION: Approve a budget amendment in the amount of $276,700 for the Metro TOD Planning Grant in order to continue the progress of the project. 14.APPROVAL OF COMMUNITY PARTNER MEMORANDA OF UNDERSTANDING FOR GRASSROOTS ENGLISH AS A SECOND LANGUAGE (ESL) AND CITIZENSHIP PROGRAM; APPROVAL OF OFF-CAMPUS FEDERAL WORK STUDY PROGRAM AGREEMENTS WITH AZUSA PACIFIC UNIVERSITY. RECOMMENDED ACTION: Approve the Memoranda of Understanding for Community Partners hosting ESL/Citizenship Programs at selected locations in Azusa,approve Agreements with Azusa Pacific University for Off-Campus Federal Work-Study Programsand authorize the City Manager to execute the Memoranda of Understanding and Agreements on behalf of the City. 15.CONSIDERATION OF A REQUEST TO WAIVE FEE FOR USE OF CITY AUDITORIUM. RECOMMENDED ACTION: Consider the Azusa Chamber of Commerce’s request to waive the fee for use of the auditorium to host a candidate’s forum for the Azusa Unified School District Board of Education and provide direction to City Staff as appropriate. F.ORDINANCES/RESOLUTIONS. 1.SECOND READING AND ADOPTION OF ORDINANCE NO.2015-O8 APPROVINGSPECIFIC PLAN SP-8 AND ZONE CHANGE FROM INS (INSTITUTIONAL/SCHOOL) TO SP-8 (SPECIFIC PLAN 8-DHAMMAKAYA INTERNATIONAL MEDITATION CENTER) FOR A MEDITATION HALL TO BE LOCATED AT 865 EAST MONROVIA PLACE RECOMMENDED ACTION: Conduct a second reading, by title only, and adopt Ordinance No. 2015-O8approving the Dhammakaya International Meditation Center Specific Plan SP-8 and a Zone Change from INS (Institutional/School) to SP-8 (Specific Plan 8-Dhammakaya International Meditation Center). 09/21/2015-6- G.JOINT COUNCIL/SUCCESSOR AGENCY ITEMS. 1.SUBSTITUTION OF TRUSTEE FOR BOND ISSUES. RECOMMENDED ACTION: Approve Resolution 2015-C47, the substitution of Wells Fargo Bank, N.A. to Wilmington Trust, N.A., as the trustee for the existing 2007 CFDBonds, approve Resolution 2015-C48, the substitution of Wells Fargo Bank, N.A. to Wilmington Trust, N.A., as the trustee for the 2015 Proposed CFDRefunding Bonds, approve Resolution 2015-R21, the substitution of Wells Fargo Bank, N.A. to Wilmington Trust, N.A., as the trustee for the existing Successor Agency Tax Allocation Bondsand approve Resolution 2015-R22, the substitution of Wells Fargo Bank, N.A. to Wilmington Trust, N.A., as the trustee for the 2015 Successor Agency Tax Allocation Refunding Bonds. 2.RATIFY CITY MANAGER’S DECISION TO DECLARE AN EMERGENCY, DISPENSE WITH BIDDING AND DEMOLISH 809 N DALTON STREET, DETERMINE THAT THERE IS A NEED TO CONTINUE SUCH EMERGENCY ACTION, AND APPROVE A LOAN AGREEMENT BETWEEN THE CITY AND SUCCESSOR AGENCY FOR COSTS OF DEMOLITION. RECOMMENDED ACTION: Approve Resolution No. 2015-C53 ratifying the City Manager’s decision to declare an emergency, dispense with bidding and enter into a contract with GAMA Contracting Services, Inc. to demolish the building located at 809 N. Dalton Street, and determine that there is a need to continue such emergency action andapprove a Loan Agreement by and between the City and the Successor Agency for demolition costs. H.SUCCESSOR AGENCY RELATED BUSINESS. 1.RESOLUTIONSAUTHORIZING PAYMENT OF WARRANTS BY THE SUCCESSOR AGENCY. RECOMMENDED ACTION: Adopt Resolution No. 2015-R19. 2.RECOGNIZED OBLIGATION PAYMENT SCHEDULE –JANUARY 2016 THROUGH JUNE 2016 (ROPS 15-16B). RECOMMENDED ACTION: Approve Resolution 2015-R20, approving and adopting the “RecognizedObligation Payment Schedule” (ROPS 1516B) for the period of January 1, 2016 through June 30, 2016 pursuant to AB x1 26 as amended by AB 1484. 09/21/2015-7- 3.CONSIDERATION OF PURCHASE AND SALE AGREEMENT BETWEEN THE SUCCESSOR AGENCY TO THE CITY OF AZUSA REDEVELOPMENT AGENCY AND NET DEVELOPMENT CO., INC. REGARDING THE SALE OF 237 S AZUSA AVENUE (“L” SHAPED PARCEL). RECOMMENDED ACTION: Determine that the sale of the Property is Categorically Exempt under CEQA and direct staff to file a Notice of Exemption or Notice of Determination within 5 days of this action,approve the Purchase and Sale Agreement for the sale of 237 S. Azusa Avenueandauthorize the City Manager, acting as the Successor Agency Executive Director, to execute the Purchase and Sale Agreement and take all other actions reasonably necessary to implement the Purchase and Sale Agreement and the intent of this action. I.ADJOURNMENT UPCOMING MEETINGS: October 5, 2015,6:30 p.m. Ceremonial/Closed Session, 7:30 p.m. Regular Meeting October 19, 2015,6:30 p.m. Ceremonial/Closed Session, 7:30 p.m. Regular Meeting 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 days prior to the meeting when special services are needed will assist staff in assuring that reasonable arrangements can be made to provide access to the meeting. 09/21/2015-8- APPROVED COUNCIL MEETING Date,' /22i� 4 - (30 AZUSA CONSENT ITEM E-2 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: AMELIA AYALA,DIRECTOR OF HUMAN RESOURCES & RISK MANAGEMENT VIA: TROY BUTZLAFF, ICMA-CM, CITY MANAGER DATE: SEPTEMBER 21, 2015 SUBJECT: HUMAN RESOURCES ACTION ITEMS RECOMMENDATION: It is recommended that the City Council approve the following Personnel Action Requests in accordance with the City of Azusa Civil Service Rules and applicable Memorandum of Understanding(s). BACKGROUND: On September 8, 2015, the Personnel Board confirmed the following Department Head's recommendation regarding the following Personnel Action requests. A. MERIT INCREASE AND/OR REGULAR APPOINTMENT: DEPARTMENT NAME CLASSIFICATION TYPE OF ACTION/ RANGE/STEP EFFECTIVE DATE BASE MO. SALARY UTL Roberto Nodarse Water Distribution Merit Increase/Reg. Appt. 5167/3 Worker I 7/6/2015 $4,346.51 UTL Julio Picazo Water Distribution Merit Increase 5250/5 Worker III 7/28/2015 $5,993.61 FISCAL IMPACT: There is no fiscal impact, as positions listed are funded in approved department budgets. Prepared By: Reviewed and Approved: Traci Baily Amelia Ayala Human Resources Director of Human Resources Risk Management Analyst and Risk Management Reviewed and Approved: Troy Butzlaff, ICMA-CM City Manager APPROVED COUNCIL MEETING Date'T/aZ1/5— F .J to "ALIISA' CONSENT ITEM E-8 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL VIA: TROY L. BUTZLAFF, ICMA-CM, CITY MANAGER FROM: SUSAN PARAGAS, DIRECTOR OF FINANCE DATE: SEPTEMBER 21, 2015 SUBJECT: PURCHASE OF PADMOUNT TRANSFORMERS SUMMARY: There are currently several housing and commercial construction projects in progress or in the planning stages throughout the City of Azusa, such as Golden Homes, Brookfield Homes, Citrus Crossing, & Mantra Café. As the Electric Division supplies electric service to each of these projects, padmounted electric transformers ("Transformers") are used from the inventory in the City's Central Stores warehouse. Projects, currently under way, will require the use of 25, 50, 75, & 100 KVA (1,000 Volt Amps) Transformers, thus, inventory will need to be replenished. The cost to purchase these items is above the City Manager's authority. This action approves the purchase of the Transformers to ensure that inventory levels are maintained so no delays are experienced when additional Transformers are required. RECOMMENDATION: It is recommended that the City Council take the following actions: 1) Approve the issuance of a purchase order to HD Supply Power Solutions in an amount not to exceed $37,588; and 2) Approve the issuance of a purchase order to Ermco Corporation in an amount not to exceed $27,627. DISCUSSION: Padmount transformers ("Transformers") are essential to providing electric service to the City's customers. These items must constantly be kept in stock to avoid delays in the progress of projects such as housing and commercial development projects. The Transformers are stored as inventory Padmount Transformers September 21, 2015 Page 2 under the Purchasing Division and are released when it is utilized by the Electric Division. The cost to purchase these items exceed the City Manager's authority, thus, City Council approval is required. To ensure that the City is not overpaying, the Purchasing Division solicited informal bids from six (6) known vendors for the above mentioned Transformers. Three bids were received, three did not respond. The results are listed below, in terms of initial cost to own, inclusive of sales tax and freight charges to the City. 25 KVA (total cost for 10 each) : Total Vendor Location Cost Lead Time HD Supply Power Solutions Corona, CA $17,037 8 wks ARO (after receipt of order) Ermco Corp. Dyersburg,TN $17,528 8 wks ARO Wesco Distribution Cerritos, CA $17,738 12 wks ARO 50 KVA (total cost for 10 each) : Total Vendor Location Cost Lead Time HD Supply Power Solutions Corona, CA $20,551 8 wks ARO Ermco Corp. Dyersburg, TN $20,590 8 wks ARO Wesco Distribution Cerritos,CA $21,375 12 wks ARO TOTAL COST FOR HD SUPPLY $37,588 75 KVA (total cost for 5 each): Total Vendor Location Cost Lead Time Ermco Corp. Dyersburg,TN $12,492 8 wks ARO HD Supply Power Solutions Corona, CA $14,721 8 wks ARO Wesco Distribution Cerritos,CA $15,555 12 wks ARO 100 KVA (total cost for 5 each): Total Vendor Location Cost Lead Time Ermco Corp. Dyersburg,TN $15,135 8 wks ARO Wesco Distribution Cerritos, CA $16,836 12 wks ARO HD Supply Power Solutions Corona, CA $17,609 8 wks ARO TOTAL COST FOR ERMCO $27,627 No Bids Received: One Source Distributors Downey, CA Pacific Utilities Concord, CA Young& Co. Pasadena, CA Padmount Transformers September 21, 2015 Page 3 FISCAL IMPACT: There is no fiscal impact to the General Fund. These transformers will be purchased under Stores Inventory Account number 33000000001601 and, as the items are checked out, they will be charged to the Light Division account number 33407336707145, with the appropriate project numbers. Prepared by: Reviewed and Approved by: Tony Garcia Susan Paragas Purchasing Buyer Director of Finance Reviewed and Approved: Troy L. Butzlaff, ICMA-CM City Manager APPROVED COUNCIL MEETING , .. .. r Date, °I t21\15 .. t �< aAZUSA] CONSENT ITEM E-10 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL VIA: TROY L. BUTZLAFF, ICMA-CM, CITY MANAGER FROM: SUSAN PARAGAS, DIRECTOR OF FINANCE DATE: SEPTEMBER 21, 2015 SUBJECT: AMENDMENT TO PROFESSIONAL AUDITING SERVICES AGREEMENT WITH LANCE, SOLL AND LUNGHARD, LLP FOR ADDITIONAL AUDIT SERVICES RELATED TO GASB 68 ACCOUNTING AND FINANCIAL REPORTING OF PENSIONS SUMMARY: On May 18, 2015, the City Council approved a contract to Lance, Soll and Lunghard, LLP for professional auditing services for fiscal years ending June 30, 2015 and June 30, 2016 in the amounts of $56,488 and $58,189, respectively. The City has discovered that it is required to implement Governmental Accounting Standards Board ("GASB") Statement No. 68,Accounting and Financial Reporting for Pensions, effective for the fiscal year ("FY") ending June 30, 2015. This service was not included in the original award. The increase to implement GASB 68 will be $4,000 for the audit year ending June 30, 2015 and $4,120 for June 30, 2015. This action will approve an amendment to the Professional Services Agreement with Lance, Soll and Lunghard, LLP ("LSL") amending the scope of work to include the implementation of GASB 68 and increasing the current contract to $60,488 for FY ending June 30, 2015 and $62,309 for FY ending June 30, 2016 to account for the additional services. RECOMMENDATION: It is recommended that the City Council take the following actions: 1) Approve an amendment to the Professional Services Agreement with Lance, Soll & Lunghard, LLP for the addition of the GASB 68 implementation for FY ending June 30, 2015 and June 30, 2016 in the amount of$8,120; and 2) Authorize the City Manager to executive an amendment, in a form acceptable to the City Attorney, on behalf of the City. LSL Contract Increase September 21, 2015 Page 2 DISCUSSION: Effective for fiscal year ending June 30, 2015, the City is required to implement Governmental Accounting Standards Board ("GASB") Statement No. 68, Accounting and Financial Reporting for Pensions. This new standard was designed to improve and provide transparency to the accounting and financial reporting for state and local government's defined benefit pension plans. The key changes include more extensive note disclosures and required supplementary information, and recognizing a net pension liability in the City's government-wide, proprietary, and fiduciary fund financial statements. The statements relate to accounting and financial reporting and do not apply to how governments approach the funding of their pension plans. On March 16, 2015, Council authorized the Finance Department ("Finance") to solicit Requests for Proposals ("RFP") for Professional Auditing Services. Through a selection process, LSL was recommended as the audit firm. On May 18, 2015, the City Council approved a contract to LSL for professional auditing services for two fiscal years ending June 30, 2015 and June 30, 2016 in the amounts of $56,488 and $58,189, respectively. The implementation of the GASB 68 reporting requirements was not included in the original award. The cost increase per audit year is $4,000 for FY 2014-15 and $4,120 for FY 2015-16. The proposed amendment will increase the contract amount to $60,488 and $62,309 for each audit year ending June 30, 2015 and June 30, 2016, respectively. FISCAL IMPACT: The total fiscal impact of this report is a total increase of $8,120 to the current LSL 2-year contract. The revised not-to-exceed total fees for the two year audit services are: $60,488 for year ending June 30, 2015 and $62,309 for year end June 30, 2016. The $4,000 increase for FY 2015-16 will be transferred from the cost savings to be realized from the Comprehensive Fees and Charges study. Prepared by: Susan Paragas Director of Finance Reviewed and Approved: Troy L. Butzlaff, ICMA-CM City Manager Attachment: 1) Amendment to Professional Services Agreement APPROVED COUNCIL MEETING = ' �`( Date, 7/07._.7..//3.— VA-5. 1ZDS CONSENT ITEM E-13 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL VIA: TROY L. BUTZLAFF, ICMA-CM, CITY MANAGER TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL VIA: TROY L. BUTZLAFF, ICMA-CM, CITY MANAGER FROM: KURT CHRISTIANSEN, DIRECTOR OF ECONOMIC AND COMMUNITY DEVELOPEMENT DATE: SEPTEMBER 21, 2015 SUBJECT: BUDGET AMENDMENT FOR LOS ANGELES COUNTY METROPOLITAN TRANSPORTATION AGENCY TRANSIT ORIENTED DEVELOPMENT PLANNING GRANT PROGRAM SUMMARY: On February 28, 2013, the Los Angeles County Metropolitan Transportation Agency ("Metro") Board of Supervisors awarded a Transit Oriented Development ("TOD") Planning Grant Program to the City in the amount of$653,000 with a City match of$40,000. As of June 30, 2015, the balance of the grant is $276,700. During the FY 2015-2016 budget process, the budget for the grant project was inadvertently omitted. Municipal Code Section 2-250 only authorizes the City Manager up to $100,000 for budget amendments. This action will approve a budget amendment for the balance of the Metro TOD Planning Grant in the amount of $276,600. RECOMMENDATION(S): It is recommended that the City Council take the following action: 1) Approve a budget amendment in the amount of$276,700 for the Metro TOD Planning Grant in order to continue the progress of the project. DISCUSSION: On February 28, 2013, the Los Angeles County Metropolitan Transportation Agency ("Metro") Board of Supervisors awarded a Transit Oriented Development ("TOD") Planning Grant Program to the City in the amount of $653,000 with a City match of $40,000. The grant Budget Amendment-Metro TOD Planning Grant September 21, 2015 Page 2 program is designed to spur the adoption of local land use regulations that create a regulatory environment supportive of Transit Oriented Development in Los Angeles County, as well as pre-regulatory planning efforts that can lead to the adoption of such local land use regulations. On May 22, 2013, the City Council authorized staff to execute the grant documents. And, on October 29, 2013, the grant agreement was executed. A budget line item for the grant was not included in the annual FY 2015-16 budget process. In order to continue the work required to complete the grant project, a budget amendment is necessary. As of June 30, 2015, the balance of the grant is $276,700. Attachment A contains the summary of expenses annually. Municipal Code Section 2-250 only authorizes the City Manager up to $100,000 for budget amendments. Since the requested amount is $276,700, Council is required to approve the budget amendment. FISCAL IMPACT: A budget line item will be established for $276,700 in account #2835611032 — `Metro TOD Planning Grant' (please see Attachment A for details). There is no fiscal impact as the eligible expenditures will be reimbursed through the Metro TOD Planning Grant. Prepared by: Reviewed and approved: Susan Paragas Kurt Christiansen Director of Finance Director of Economic and Community Development Reviewed and Approved: Troy L. Butzlaff, ICMA-CM City Manager Attachment: 1) Attachment A - Budget Amendment ATTACHMENT A CITY OF AZUSA BUDGET AMENDMENT REQUEST (New Appropriation) Department: Econ. & Comm. Dev. Fiscal Ye:FY 2015-2016 * Round to the highest$1 Requested by: Kurt Christiansen Date: 9/22/2015 PROJECTED EXPENDITURE(:(TO) FUNDING SOURCE: (FROM) Account# Project# Amount* Account# Project# Amount* 28356110326003(Payroll) $ 59,810 28356110324580 (L.A. County Grant Rev) $ 236,700 28356110326399 (Prof. Serv.-Other) $ 216,890 28356110325948 (Matching Funds) $ 40,000 TOTAL BUDGET AMENDMENT $ 276700 TOTAL BUDGET AMENDMENT $ 276,700 Reason for Amendment: Impact on other programs: Establish budget for balance of Metro TOD Planning Grant. None. -See attached summary sheet. qr&r. Yr, NOTE: 1.Amendments of$25,000 or less require approval of the Finance Director. 2.Amendments between$25,000 and$100,000 require the approval of the City Manager and the Financebirector. 3.Amendments between$100,001 and$1,000,000 require adoption of a resolution by City Council ,; 4.Amendments over$1,000,000 shall be approved by City Council following a public hearing. APPROVAL FINANCE ONLY Department Head: Date: Processed By: Date: Finance Director: Date: GL Batch: GL Budget Ref: City Manager: Date: ;,JL Batch: JL Budget Ref: a; Council Approved on: 1 ATTACHMENT A SUMMARY OF METRO TOD PLANNING GRANT TRANSACTIONS ' Grant Funding Grant Award: $ 653,000 Matching Funds: $ 40,000 TOTAL GRANT FUNDING: $ 693,000 Expenses FY 2014-15 Actuals Payroll $ 10,662 Prof Svcs $ 107,981 FY 2014-15 TOTAL $ 118,643 Available Grant Funding @ 6/30/14: $ 574,357 FY 2015-16 Actuals Payroll $ 4,526 Prof Svcs $ 293,131 FY 2015-16 TOTAL $ 297,657 Available Grant Funding @ 6/30/15: $ 276,700 2 APPROVED COUNCIL MEETING Date, I/2-z-/�� AZUSA CONSENT ITEM E-15 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: TROY L. BUTZLAFF, ICMA-CM, CITY MANAGER DATE: SEPTEMBER 21, 2015 SUBJECT: CONSIDERATION OF A REQUEST TO WAIVE FEE FOR USE OF CITY AUDITORIUM SUMMARY: The Azusa Chamber of Commerce has submitted an application for use of the City's Auditorium to host a forum for candidates running for the Azusa Unified School District Board of Education. The forum is scheduled for September 29, 2015 from 5:00 p.m. to 9:00 p.m. The City has adopted a policy for use of the Auditorium by non-governmental groups and organizations. This policy not only establishes the eligibility requirements and guidelines for use of the Auditorium, but requires the payment of a fee for use of the auditorium. The Chamber has requested that the fee for use of the auditorium be waived. The City Council must approve any exception to the policy including a fee waiver. This action asks the City Council to consider the Chamber's request for a fee waive and provide appropriate direction to City Staff. RECOMMENDATION: It is recommended that the City Council take the following action: 1) Consider the Azusa Chamber of Commerce's request to waive the fee for use of the auditorium to host a candidate's forum for the Azusa Unified School District Board of Education and provide direction to City Staff as appropriate. DISCUSSION: The Azusa Unified School District (AUSD) has an election scheduled for the November 3`d General Election for two seats on the Board of Education. The Azusa Chamber of Commerce (Chamber) has submitted an application to use the City's Auditorium to host a forum for candidates running for the Azusa Unified School District Board of Education. The forum is scheduled for September 29, 2015 from 5:00 p.m. to 9:00 p.m. Request to Waiver Fee for Use of City Auditorim September 21, 2015 Page Two The City has heretofore adopted a policy for use of the Auditorium by non-governmental groups and organizations. All organizations must meet the eligibility criteria and usage guidelines including payment for use of the Auditorium. Although the Chamber is an eligible organization and the forum they propose is consistent with the City's usage policy, they are asking for a waiver of the fee for use of the Chamber. This fee is charged to cover the City's costs for janitorial services and the Staff time for opening and closing the Auditorium. While the forum is for community benefit in that it enables the public to hear from candidates running for the Board of Education, any exception to the policy including a waiver of the use fee must be approved by the City Council. FISCAL IMPACT: Since the forum is scheduled after normal business hours and is slated to run four hours the estimated charge for use of the Auditorium is $424. Prepared by: Troy L. Butzlaff, ICMA-CM City Manager APPROVED COUNCIL MEETING Date, q -p-m (47� + Ky 'AZUSA' JOINT COUNCIL/SUCCESSOR AGENCY ITEM G-1 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL, MEMBERS OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA VIA: TROY L. BUTZLAFF, ICMA-CM, CITY MANAGER FROM: SUSAN PARAGAS, DIRECTOR OF FINANCE DATE: SEPTEMBER 21, 2015 SUBJECT: SUBSTITUTION OF TRUSTEE FOR BOND ISSUES SUMMARY: The City of Azusa ("City") and the Successor Agency to the former Redevelopment Agency of the City of Azusa ("Agency") use a trustee for bond administration to perform specific financial functions related to the servicing needs which include the acceptance and disbursement of bond funds. Wells Fargo Bank, National Association ("Wells Fargo") has been the trustee used in the past several years. However, Wells Fargo Bank is changing its business course when providing these services due to their evaluation that their efforts are not cost effective. They are either eliminating the servicing of non-rated transactions, such as Community Facilities District bond issues, or increasing their bond administration annual costs for rated transactions, such as the tax allocation bonds. Wilmington Trust, National Association has been selected to replace Wells Fargo as the trustee for the existing bonds and the proposed refunding bonds of the Community Facilities District No. 2005-1 (Rosedale) Improvement Area No. 1 ("CFD") and the Agency. This action requests the adoption of the City Resolutions 2015-C47 and 2015-C48, and Agency Resolutions 2015-R21 and 2015-R22, approving the trustee substitution of Wells Fargo Bank, National Association, to Wilmington Trust,National Association ("Wilmington") for the existing and the refunding bonds of the CFD and the Agency. RECOMMENDATION: It is recommended that the City Council/Successor Agency Board approve the following: 1) Approve Resolution 2015-C47, the substitution of Wells Fargo Bank, N.A. to Wilmington Trust,N.A., as the trustee for the existing 2007 CFD Bonds; and 2) Approve Resolution 2015-C48, the substitution of Wells Fargo Bank, N.A. to Wilmington Trust,N.A., as the trustee for the 2015 Proposed CFD Refunding Bonds; and Trustee Substitution September 21, 2015 Page 2 3) Approve Resolution 2015-R21, the substitution of Wells Fargo Bank, N.A. to Wilmington Trust, N.A., as the trustee for the existing Successor Agency Tax Allocation Bonds; and 4) Approve Resolution 2015-R22, the substitution of Wells Fargo Bank, N.A. to Wilmington Trust,N.A., as the trustee for the 2015 Successor Agency Tax Allocation Refunding Bonds. DISCUSSION: Wells Fargo has been servicing the City's 2007 CFD (Rosedale) Special Tax Bond ("2007 CFD Bonds") and Agency's issued bonds (see Exhibit A in Attachment 3) and was recently approved to be the trustee for the proposed 2015 Refunding Bonds. Wells Fargo is no longer servicing the non-rated bonds such as CFD issued bonds and has since raised its fees. Through a piggy back bid process with the City of Lake Elsinore, Wilmington was selected to service the existing and proposed refunding bonds for the 2007 CFD and Agency. In late April 2015, Urban Futures, the City's financial advisor, was engaged by the City of Lake Elsinore to prepare a RFP for Trustee Services as the city was going through a bond refunding. It was sent to five potential bidders and the City of Lake Elsinore received bids and a notice from Wells Fargo declining interest in the opportunity. Through this process the City of Lake Elsinore selected Wilmington. The City and Agency "piggy backed" on the City of Lake Elsinore's RFP and meets the City's procurement process. These documents are available at the City Clerk's office for review. The proposed fees by Wilmington include an industry standard legal fee for new/refinancing bonds and a one-time acceptance fee. The total fees proposed by Wilmington remain lower than the fees proposed by Wells Fargo. For the existing bonds, the 2007 CFD Bonds will save between $600 to $1,100 for bond trustee administration. For the five existing Agency bonds, listed in Exhibit A in Attachment 3, the Agency will save $5,500. Resolutions 2015-C47 and 2015-R21 will approve the substitution of the trustee from Wells Fargo to Wilmington for the existing bonds. At its July 27, 2015 meeting, the City Council authorized the issuance of bonds to refund the existing 2007 CFD Bonds. Resolution 2015-C37 identified Wells Fargo as the trustee. Resolution 2015-C48 requests the approval to substitute Wilmington as the new trustee for the bond refunding. Wilmington's proposal for new bonds is an annual cost of$2,500 for services. These are the same fees that Wells Fargo has charged historically to the CFD. The documentation is also available at the City Clerk's office for review. At its June 1, 2015 meeting, the Agency authorized the issuance of bonds to refund the former Redevelopment Agency's 2005, 2007A and 2008B Tax Allocation Bonds ("Original Bonds"). Resolution 2015-R8 identified Wells Fargo as the trustee. Resolution 2015-R22 requests the approval to substitute Wilmington as the trustee. Wilmington's proposal for new bonds is a savings of$4,250 from Well's proposal. In addition, the annual costs the Agency will save with Trustee Substitution September 21, 2015 Page 3 Wilmington are $1,500 compared to Wells Fargo's fees. The documentation is also available at the City Clerk's office for review. If approved, Wilmington will be authorized to process the refundings of the CFD bond and the Original Bonds. FISCAL IMPACT: There is no fiscal impact for the CFD bonds. Annual fiscal agent costs will remain the same and are charged to the CFD's Bond budget. The Agency will save $5,500 in bond administration fees for its existing bonds and will save a one-time cost of $4,250 and an annual savings of $1,500 for its new bonds. These costs are I charged to the Successor Agency's Administrative Allocation budget. Prepared by: Reviewed and Approved by: Susan Paragas Troy L. Butzlaff, ICMA-CM Director of Finance City Manager Attachments: 1. Resolution 2015-C47: Trustee Substitution for Existing 2007 CFD(Rosedale)Bonds 2. Resolution 2015-C48: Trustee Substitution for the Proposed CFD Refunding Bonds 3. Resolution 2015-R21: Trustee Substitution for Existing Successor Agency Tax Allocation Bonds 4. Resolution 2015-R22: Trustee Substitution for the 2015 Successor Agency Refunding Tax Allocation Bonds ATTACHMENT 1 RESOLUTION NO. 2015-C47 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA, ACTING FOR ITS COMMUNITY FACILITIES DISTRICT NO. 2005-1 (ROSEDALE) IMPROVEMENT AREA NO. 1, AMENDING, SUBSTITUTING EACH REFERENCE TO WELLS FARGO SHALL BE DEEMED TO AND SHALL REFER TO WILMINGTON TRUST, NATIONAL ASSOCIATION AS THE DULY APPOINTED TRUSTEE FOR THE IMPROVEMENT AREA NO. 1 2007 SPECIAL TAX BONDS WHEREAS, the City Council (the "City Council") of the City of Azusa (the "City") conducted proceedings under and pursuant to the Mello-Roos Community Facilities Act of 1982 (the "Act") to form the City of Azusa Community Facilities District No. 2005-1 (Rosedale) (the "District") and designate improvement areas therein including Improvement Area No. 1 (the "Improvement Area No. 1"), to authorize the levy of a special tax (the "Special Tax") within Improvement Area No. 1 and to authorize bonds secured by the Special Tax; and WHEREAS, in January 2007, the City issued the Community Facilities District No. 2005-1 (Rosedale) Improvement Area No. 1 2007 Special Tax Bonds ("Bonds") approving Wells Fargo Bank, National Association ("Wells Fargo") as the trustee; WHEREAS, the Council is requested to approve the substitution and appointment of Wilmington Trust, National Association ("Wilmington"), as trustee under the Indenture in place of Wells Fargo; NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of Azusa, acting for the City's Community Facilities District No. 2005-1 (Rosedale) Improvement Area No. 1, as follows: Section 1. The foregoing recitals are true and correct, and this Council, so finds and determines. Section 2. It is hereby amended such that each reference to Wells Fargo in the Bond documents shall be deemed to and shall refer to Wilmington Trust, National Association as the duly appointed trustee (the "Trustee") in the documents related to the Bonds. Section 3. Each officer and/or appropriate staff of the City is hereby authorized and directed to do any and all things which he or she may deem necessary or advisable in order to effectuate the purposes of this Resolution, including, but not limited to, executing such documents, instruments and agreements (including the tri-party agreement among the City, the Trustee and Wells Fargo) necessary to evidence the appointment of Wilmington, as Trustee. Section 4. The City hereby approves and ratifies each and every action taken by its officers, agents, members and employees prior to the date hereof in furtherance of the purposes of this Resolution and, to the extent not inconsistent herewith. Section 5. This Resolution shall take effect immediately from and after its adoption. OHSUSA:762711639 3 41856-5 APPROVED and ADOPTED by the City Council of the City of Azusa, acting for its Community Facilities District No. 2005-1 (Rosedale) Improvement Area No. 1, on September 21, 2015. PASSED,APPROVED and ADOPTED this 21st day of September, 2015. Joseph Romero Rocha Mayor ATTEST: Jeffrey Lawrence Cornejo,Jr. City Clerk STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF AZUSA ) I HEREBY CERTIFY that the foregoing Resolution No. 2015-C47 was duly adopted by the City Council of the City of Azusa at a regular (or special) meeting thereof, held on the 21st day of September,2015, by the following vote of Council: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: Jeffrey Lawrence Cornejo,Jr., City Clerk APPROVED AS TO FORM: Best Best& Krieger, LLP City Attorney OHSUSA:762711639.3 2 41856-5 CLERK'S CERTIFICATE I, the undersigned City Clerk of the City of Azusa, hereby certify that the foregoing is a full, true and correct copy of a resolution duly adopted at a meeting of the City Council of said City duly and regularly held on September 21, 2015, of which meeting all of the members of said Council had due notice and at which a majority thereof were present; and that at said meeting said resolution was adopted by the following vote: AYES: NOES: ABSENT OR NOT VOTING: I further certify that I have carefully compared the same with the original minutes of said meeting on file and of record in my office; that the foregoing resolution is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes; and that said resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect. Dated: September 21, 2015 Jeffrey Lawrence Cornejo,Jr. City Clerk OHSUSA:762711639.3 41856-5 ATTACHMENT 2 RESOLUTION NO. 2015-C48 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA, ACTING FOR ITS COMMUNITY FACILITIES DISTRICT NO. 2005-1 (ROSEDALE) IMPROVEMENT AREA NO. 1, AMENDING RESOLUTION NO. 2015-C37, SUBSTITUTING EACH REFERENCE TO WELLS FARGO BANK SHALL BE DEEMED TO AND SHALL REFER TO WILMINGTON TRUST, NATIONAL ASSOCIATION AS THE DULY APPOINTED TRUSTEE WHEREAS, the City Council (the "City Council") of the City of Azusa (the "City") conducted proceedings under and pursuant to the Mello-Roos Community Facilities Act of 1982 (the "Act") to form the City of Azusa Community Facilities District No. 2005-1 (Rosedale) (the "District") and designate improvement areas therein including Improvement Area No. 1 (the "Improvement Area No. 1"), to authorize the levy of a special tax (the "Special Tax") within Improvement Area No. 1 and to authorize bonds secured by the Special Tax; and WHEREAS, the City Council, adopted Resolution No. 2015-C37 (the "Original Resolution") at its regular meeting duly noticed and held on July 27, 2015, at which a quorum was present which, among other things, authorized the issuance of the 2015 Refunding Bonds (the "Bonds"), to be designated generally as the "2015 CFD Rosedale Bond Refunding," or such other name or names as may be designated in the Indenture (as defined herein) approved in accordance with the Original Resolution, in one or more series from time to time; WHEREAS, Wells Fargo Bank, National Association ("Wells Fargo") was to be appointed as the trustee pursuant to the Original Resolution; WHEREAS, the Council is requested to approve the substitution and appointment of Wilmington Trust,National Association, as trustee under the Indenture in place of Wells Fargo; NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of Azusa, acting for the City's Community Facilities District No. 2005-1 (Rosedale) Improvement Area No. 1, as follows: Section 1. The foregoing recitals are true and correct, and this Council, so finds and determines. Section 2. The Original Resolution is hereby amended such that each reference to Wells Fargo shall be deemed to and shall refer to Wilmington Trust, National Association as the duly appointed trustee (the"Trustee"). Section 3. The Indenture relating to the Bonds (the "Indenture"), between the City of Azusa and the Trustee is hereby approved in substantially the form on file with the City of Azusa prior to this meeting, with such insertions, deletions or changes therein (including, without limitation, insertions, deletions, or changes therein appropriate to reflect the form of credit or liquidity enhancement for any series of Bonds and the designation of the Trustee) as the officer(s) executing and/or delivering the same may require or approve, such approval to be conclusively evidenced by execution and delivery thereof. OHSUSA:762711639.3 1 41856-5 Section 4. Each officer and/or appropriate staff of the City of Azusa is hereby authorized and directed to do any and all things which he or she may deem necessary or advisable in order to effectuate the purposes of this Resolution, including, but not limited to, executing such documents, instruments and agreements (including the tri-party agreement among the Issuer, the Trustee and Wells Fargo and the Bond Purchase Agreement relating to the Bonds, among the City of Azusa, and Stifel, Nicolaus & Company, as underwriter, and approved by the City of Azusa necessary to evidence the appointment of Wilmington Trust, National Association, as Trustee. Section 5. The State Treasurer (or his designee) is hereby requested and authorized to take any and all actions within his authority as agent for sale of the Bonds that he may deem necessary or advisable in order to consummate the issuance, execution, sale and delivery of the Bonds, and to otherwise effectuate the purposes of this Resolution. Section 6. The provisions of the Original Resolution apply to the documents and actions approved in this Resolution, which is incorporated herein by reference, to the extent not inconsistent herewith. Section 7. The City Council hereby approves and ratifies each and every action taken by its officers, agents, members and employees prior to the date hereof in furtherance of the purposes of this Resolution and,to the extent not inconsistent herewith, the Original Resolution Section 8. The Original Resolution, as originally adopted, is hereby ratified by the City Council, and shall remain in full force and effect, except as amended hereby. Section 9. This Resolution shall take effect immediately from and after its adoption. APPROVED and ADOPTED by the City Council of the City of Azusa, acting for its Community Facilities District No. 2005-1 (Rosedale) Improvement Area No. 1, on September 21, 2015. PASSED,APPROVED and ADOPTED this 21St day of September, 2015. Joseph Romero Rocha Mayor ATTEST: Jeffrey Lawrence Cornejo,Jr. City Clerk OHSUSA:762711639.3 2 41856-5 STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF AZUSA ) I HEREBY CERTIFY that the foregoing Resolution No. 2015-C47 was duly adopted by the City Council of the City of Azusa at a regular (or special) meeting thereof, held on the 21st day of September, 2015, by the following vote of Council: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: Jeffrey Lawrence Cornejo,Jr., City Clerk APPROVED AS TO FORM: Best Best&Krieger, LLP City Attorney OHSUSA:762711639.3 3 41856-5 CLERK'S CERTIFICATE I, the undersigned City Clerk of the City of Azusa, hereby certify that the foregoing is a full, true and correct copy of a resolution duly adopted at a meeting of the City Council of said City duly and regularly held on September 21, 2015, of which meeting all of the members of said Council had due notice and at which a majority thereof were present; and that at said meeting said resolution was adopted by the following vote: AYES: NOES: ABSENT OR NOT VOTING: I further certify that I have carefully compared the same with the original minutes of said meeting on file and of record in my office; that the foregoing resolution is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes; and that said resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect. Dated: September 21,2015 Jeffrey Lawrence Cornejo,Jr. City Clerk OHSUSA:762711639.3 41856-5 ATTACHMENT 3 RESOLUTION NO. 2015-R21 RESOLUTION OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA AMENDING, SUBSTITUTING EACH REFERENCE TO WELLS FARGO SHALL BE DEEMED TO AND SHALL REFER TO WILMINGTON TRUST, NATIONAL ASSOCIATION AS THE DULY APPOINTED TRUSTEE TO THE BONDS LISTED IN EXHBIIT A WHEREAS, pursuant to the Community Redevelopment Law (Part 1 of Division 24 of the Health and Safety Code of the State of California and referred to herein as the "Law"), the City Council of the City of Azusa (the "City") created the former Redevelopment Agency of the City of Azusa(the "Former Agency"); WHEREAS,the Former Agency was a redevelopment agency, a public body, corporate and politic duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Law, and the powers of such agency included the power to issue bonds for any of its corporate purposes; WHEREAS,the City agreed to serve as the successor agency (referred to herein as the "Successor Agency")to the RDA commencing upon the dissolution of the Former Agency on February 1, 2012 pursuant to Assembly Bill X1 26 ("AB X1 26"); WHEREAS, prior to its dissolution, the Former Agency appointed Wells Fargo Bank, National Association ("Wells Fargo") as the trustee to its tax allocation bonds and, after its dissolution, the Successor Agency appointed Wells Fargo as the trustee to its 2014 tax allocation bonds. WHEREAS, the Successor Agency is requested to approve the substitution and appointment of Wilmington Trust, National Association ("Wilmington"), as trustee in place of Wells Fargo of the existing bonds listed in Exhibit A. NOW, THEREFORE, THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The foregoing recitals are true and correct, and this Successor Agency, so finds and determines. Section 2. For its existing bonds listed in Exhibit A, it is hereby amended such that each reference to Wells Fargo shall be deemed to and shall refer to Wilmington as the duly appointed trustee (the "Trustee"). Section 3. Each officer and/or appropriate staff of the Successor Agency is hereby authorized and directed to do any and all things which he or she may deem necessary or advisable in order to effectuate the purposes of this Resolution, including, but not limited to, executing such documents, instruments and agreements (including the tri-party agreement among OHSUSA:762777239.2 the Successor Agency, the Trustee and Wells Fargo) necessary to evidence the appointment of Wilmington, as Trustee. Section 4. The Successor Agency hereby approves and ratifies each and every action taken by its officers, agents, members and employees prior to the date hereof in furtherance of the purposes of this Resolution and, to the extent not inconsistent herewith. Section 5. This Resolution shall take effect immediately from and after its adoption. APPROVED and ADOPTED by the Successor Agency of the City of Azusa on September 21, 2015. Joseph Romero Rocha Chairperson ATTEST: Jeffrey Lawrence Cornejo, Jr. Secretary STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF AZUSA ) I HEREBY CERTIFY that the foregoing Resolution No. 2015-R20 was duly adopted by the Successor Agency of the City of Azusa at a special meeting thereof, held on the 21st day of September, 2015, by the following vote of Board: AYES: BOARDMEMBERS: NOES: BOARDMEMBERS: ABSENT: BOARDMEMBERS: Jeffrey Lawrence Cornejo, Jr., Secretary APPROVED AS TO FORM: OHSUSA:7627772392 2 City Attorney Best Best& Krieger, LLP OHSUSA:762777239.2 3 SECRETARY'S CERTIFICATE I, the undersigned Secretary of the Successor Agency of City of Azusa, hereby certify that the foregoing is a full, true and correct copy of Resolution No. 2015-R20 duly adopted at a special meeting of the Successor Agency of said City held on September 21, 2015, of which meeting all of the members of said Board had due notice and at which a majority thereof were present; and that at said special meeting said resolution was adopted by the following vote: AYES: BOARDMEMBERS: NOES: BOARDMEMBERS: ABSENT: BOARDMEMBERS: I further certify that I have carefully compared the same with the original minutes of said meeting on file and of record in my office; that the foregoing resolution is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes; and that said resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect. Dated: September 21, 2015 Jeffrey Lawrence Cornejo, Jr. Secretary of the Successor Agency OHSUSA:762777239.2 4 EXHIBIT A $9,022,800 principal amount of Redevelopment Agency of the City of Azusa Amended and Restated Merged Central Business District and West End Redevelopment Project Area Tax Allocation Bonds 2005 Series A under a Fifth Supplement to Trust Indentures dated as of February 1, 2005 by and between the Successor Agency and Prior Trustee [$9,022,800 aggregate amount authenticated and $11,410,000 outstanding]; $15,780,000 principal amount of Redevelopment Agency of the City of Azusa Amended and Restated Merged Central Business District and West End Redevelopment Project Area Taxable Tax Allocation Bonds (Subordinate Lien) 2007 Series A under a Trust Indenture dated as of July 1, 2007 by and between the Successor Agency and Prior Trustee [$15,780,000 aggregate amount authenticated and $12,415,000 outstanding]; $4,790,000 principal amount of Redevelopment Agency of the City of Azusa Amended and Restated Merged Central Business District and West End Redevelopment Project Area Tax Allocation Bonds (Second Subordinate Lien) 2007 Series B under a Trust Indenture dated as of July 1, 2007 by and between the Successor Agency and Prior Trustee [$4,790,000 aggregate amount authenticated and $ 4,040,000 outstanding]; $11,580,000 principal amount of Redevelopment Agency of the City of Azusa Amended and Restated Merged Central Business District and West End Redevelopment Project Area Housing Tax Allocation Bonds 2008 Series B under a Trust Indenture dated as of November 1, 2008 by and between the Successor Agency and Prior Trustee [$11,580,000 aggregate amount authenticated and $10,410,000 outstanding]; and $10,470,000 principal amount of Successor Agency to the Redevelopment Agency of the City of Azusa Amended and Restated Merged Central Business District and West End Redevelopment Project Area Subordinate Tax Allocation Refunding Bonds, 2014 Series A under an Indenture of Trust dated as of October 1, 2014 by and between the Successor Agency and Prior Trustee [$10,470,000 aggregated amount authenticated and $ 9,715,000 outstanding]. OHSUSA:762777239.2 5 ATTACHMENT 4 RESOLUTION NO. 2015-R22 RESOLUTION OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA AMENDING RESOLUTION NO. 2015-R8, SUBSTITUTING EACH REFERENCE TO WELLS FARGO SHALL BE DEEMED TO AND SHALL REFER TO WILMINGTON TRUST, NATIONAL ASSOCIATION AS THE DULY APPOINTED TRUSTEE WHEREAS, pursuant to the Community Redevelopment Law (Part 1 of Division 24 of the Health and Safety Code of the State of California and referred to herein as the "Law"), the City Council of the City of Azusa (the "City") created the former Redevelopment Agency of the City of Azusa(the "Former Agency"); WHEREAS, the Former Agency was a redevelopment agency, a public body, corporate and politic duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Law, and the powers of such agency included the power to issue bonds for any of its corporate purposes; WHEREAS, the City agreed to serve as the successor agency (referred to herein as the "Successor Agency") to the RDA commencing upon the dissolution of the Former Agency on February 1, 2012 pursuant to Assembly Bill Xl 26 ("AB X1 26"); WHEREAS, on June 27, 2012 as part of the Fiscal Year 2012-2013 State of California budget bill, the Governor signed into law Assembly Bill 1484 ("AB 1484"), which modified or added to some of the provisions of AB X1 26, including provisions related to the refunding of outstanding redevelopment agency bonds and the expenditure of remaining bond proceeds derived from redevelopment agency bonds issued on or before December 31, 2010; WHEREAS, Health & Safety Code Section 34177.5 authorizes successor agencies to refund outstanding bonds provided that (i) the total interest cost to maturity on the refunding bonds or other indebtedness plus the principal amount of the refunding bonds or other indebtedness shall not exceed the total remaining interest cost to maturity on the bonds or other indebtedness to be refunded plus the remaining principal of the bonds or other indebtedness to be refunded, and (ii) the principal amount of the refunding bonds or other indebtedness shall not exceed the amount required to defease the refunded bonds or other indebtedness, to establish customary debt service reserves, and to pay related costs of issuance; WHEREAS, the Successor Agency, adopted Resolution No. 2015-R8 (the "Original Resolution") at its regular meeting duly noticed and held on June 1, 2015, at which a quorum was present which, among other things, authorized the issuance of the 2015 Bonds (the "Bonds"), to be designated generally as the "2015 Successor Agency Bond Refunding," or such other name or names as may be designated in the Indenture (as defined herein) approved in accordance with the Original Resolution, in one or more series from time to time; OHSUSA.762711639.3 41856-5 WHEREAS, Wells Fargo Bank, National Association ("Wells Fargo") was to be appointed as the trustee pursuant to the Original Resolution; WHEREAS, the Successor Agency is requested to approve the substitution and appointment of Wilmington Trust,National Association, as trustee under the Indenture in place of Wells Fargo; NOW, THEREFORE, THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The foregoing recitals are true and correct, and this Successor Agency, so finds and determines. Section 2. The Original Resolution is hereby amended such that each reference to Wells Fargo shall be deemed to and shall refer to Wilmington Trust, National Association as the duly appointed trustee (the "Trustee"). Section 3. The Indenture relating to the Bonds (the "Indenture"), between the Successor Agency and the Trustee is hereby approved in substantially the form on file with the Successor Agency prior to this meeting, with such insertions, deletions or changes therein (including, without limitation, insertions, deletions, or changes therein appropriate to reflect the form of credit or liquidity enhancement for any series of Bonds and the designation of the Trustee) as the officer(s) executing and/or delivering the same may require or approve, such approval to be conclusively evidenced by execution and delivery thereof. Section 4. Each officer and/or appropriate staff of the Successor Agency is hereby authorized and directed to do any and all things which he or she may deem necessary or advisable in order to effectuate the purposes of this Resolution, including, but not limited to, executing such documents, instruments and agreements (including the tri-party agreement among the Successor Agency, the Trustee and Wells Fargo and the Bond Purchase Agreement relating to the Bonds, among the Successor Agency, and Stifel, Nicolaus & Company, as underwriter, and approved by the Successor Agency necessary to evidence the appointment of Wilmington Trust, National Association, as Trustee. Section 5. The State Treasurer (or his designee) is hereby requested and authorized to take any and all actions within his authority as agent for sale of the Bonds that he may deem necessary or advisable in order to consummate the issuance, execution, sale and delivery of the Bonds, and to otherwise effectuate the purposes of this Resolution. Section 6. The provisions of the Original Resolution apply to the documents and actions approved in this Resolution, which is incorporated herein by reference, to the extent not inconsistent herewith. Section 7. The Successor Agency hereby approves and ratifies each and every action taken by its officers, agents, members and employees prior to the date hereof in furtherance of the purposes of this Resolution and, to the extent not inconsistent herewith,the Original Resolution 2 Section 8. The Original Resolution, as originally adopted, is hereby ratified by the Authority, and shall remain in full force and effect, except as amended hereby. Section 9. This Resolution shall take effect immediately from and after its adoption. APPROVED and ADOPTED by the Successor Agency of the City of Azusa on September 21, 2015. Joseph Romero Rocha Chairperson ATTEST: Jeffrey Lawrence Cornejo, Jr. Secretary 3 STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF AZUSA ) I HEREBY CERTIFY that the foregoing Resolution No. 2015-R22 was duly adopted by the Successor Agency of the City of Azusa at a special meeting thereof, held on the 21st day of September, 2015, by the following vote of Board: AYES: BOARDMEMBERS: NOES: BOARDMEMBERS: ABSENT: BOARDMEMBERS: Jeffrey Lawrence Cornejo, Jr., Secretary APPROVED AS TO FORM: Best Best& Krieger, LLP Legal Counsel 4 SECRETARY'S CERTIFICATE I, the undersigned Secretary of the Successor Agency of City of Azusa, hereby certify that the foregoing is a full, true and correct copy of Resolution No. 2015-R22 duly adopted at a special meeting of the Successor Agency of said City held on September 21, 2015, of which meeting all of the members of said Board had due notice and at which a majority thereof were present; and that at said special meeting said resolution was adopted by the following vote: AYES: BOARDMEMBERS: NOES: BOARDMEMBERS: ABSENT: BOARDMEMBERS: I further certify that I have carefully compared the same with the original minutes of said meeting on file and of record in my office; that the foregoing resolution is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes; and that said resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect. Dated: September 21, 2015 Jeffrey Lawrence Cornejo, Jr. Secretary of the Successor Agency OHSUSA:762777239.2 1 RFP DOCUMENTS BOND TRUSTEE SERVICES For Council/Successor Agency Items September 21 , 2015 Urban Futures,Inc. City of Azusa Professional Services for Bond Trustee TO: Troy Butzlaff,City Manager FROM: Michael Busch,President&CEO DATE: July 30, 2015 RE: Request for Proposals Piggyback Opportunity As you are aware, Urban Futures was recently engaged by the City/Successor Agency to assist in the refinancing of two(2) bonds;Series 2005 Tax Allocation Bonds and the Series 2007 Rosedale Community Facilities District (CFD) Bonds. Our work plan for this engagement includes assisting the City/Successor Agency with the selection and/or development and evaluation of proposals for other financing team services including trustee services. As I understand it, the City may, at its discretion, use another agency's request for proposal (RFP) process in an effort to procure services efficiently and effectively. As such, I believe the piggyback of a recent RFP for trustee services conducted on the behalf of the City of Lake Elsinore presents the City with a significant savings opportunity. Request for Proposals At the request of City of Lake Elsinore staff, Urban Futures requested proposals from trustee firms wishing to provide services in connection with the proposed refunding and outstanding bonds of the City of Lake Elsinore. Proposals were received by Urban Futures on Thursday, May 7th. Proposals were received from the following firms: Trustee Firms Wilmington Trust U.S. Bank Wells Fargo* (Wells Fargo requested the bank be taken out of consideration) After reviewing the fee proposals and the evaluation of each proposed team, Urban Futures and City of Lake Elsinore staff recommended the City and Successor Agency engage Wilmington Trust as Trustee. Our recommendation to the City is to utilize the RFP process from the City of Lake Elsinore for both bond refinancing opportunities. Under this scenario, the professional fees proposed for both the tax allocation bonds would be honored for the CFD as well, which would provide the City significant economy of scale savings as the fees proposed for the tax allocations bonds are well under market averages (see survey attachment) and significantly below average for the CFD. A fee comparison between Wilmington and Wells Fargo is provided below. Firm Acceptance Fee Annual Admin Fee Legal Fee Totals Wells Fargo 5000 5000 $10,000 Wilmington Trustee 1000 2000 1500 $4,500 On the behalf of the City, we have discussed this opportunity with the recommended trustee firm and they have agreed to provide services at the fee above. Attachments: City of Lake Elsinore RFP for Trustee Services Trustee Fee Proposals Urban Futures, Inc. -2015 WILMINGTON TRUST May 7,2015 Mr. Michael Busch Urban Futures Incorporated michaelb@,urbanfuturesinc.com RE: City of Lake Elsinore-Trustee Services Dear Mr. Busch, Attached please find our proposal to serve as Trustee for the above-referenced transaction. Wilmington Trust is extremely pleased to have the opportunity to develop a relationship with the City of Lake Elsinore and to continue to develop a relationship with UFI. Wilmington Trust is a"service first"Trustee based on the premise that your local,California-based Wilmington Trust Relationship Manager will be responsible for all administrative aspects of your bond financing or loan program. We are a subsidiary of M&T Bank Corporation(M&T),one of the 20 largest independent commercial bank holding companies in the U.S.M&T Bank holds approximately$100 billion in assets with over$200 billion in assets under administration. If selected, Jeanie Mar will be your trust Relationship Manager. Jeanie has over 17 years of Corporate Trust experience and is well versed in most financing structures and investment strategies used by public agencies. Thank you very much for considering Wilmington Trust as your Trustee on this and future financings. Should you have any questions,please do not hesitate to contact me at(714)313-3858. Sincerely, John T.Deleray,Vice President I Director,Pacific Region Sales&Marketing Wilmington Trust,Corporate Trust Services jdelerayna,wilmingtontrust.com Wilmington Trust is a registered service mark of Wilmington Trust Corporation,a wholly owned subsidiary of M&T Bank Corporation. Investment management and fiduciary services are provided by Wilmington Trust Company,operating in Delaware only,and Wilmington Trust,N.A.,a national bank.Loans,retail and business deposits,and other personal and business banking services and products are offered by M&T Bank,member FDIC. ©2015 Wilmington Trust Corporation.All rights reserved.Affiliates in Arizona,California,Connecticut,Delaware,Florida, Georgia, Maryland,Massachusetts,Minnesota,Nevada,New Jersey,New York,Pennsylvania,South Carolina, Texas, Vermont, Virginia, Washington DC,Amsterdam, Cayman Islands,Dublin,Frankfurt,London,and Luxembourg. The information contained in this presentation is intended only for the use of the individual or entity named and may be privileged and/or confidential.Any unauthorized dissemination,distribution or copying of this communication is strictly prohibited by law. REQUEST FOR PROPOSAL WI LM I NGTON TRUST 1.Trust Department's Organization and Office Location: Wilmington Trust is a wholly owned subsidiary of M&T Bank Corporation. M&T Bank is one of the 20 largest independent commercial bank holding companies in the United States with close to$100 billion in assets. As of December 31,2014,we are an"A"rated banking institution that was originally founded in 1856 currently with over 600 retail branches and over 15,800 employees. Backed by over a century of experience, Wilmington Trust, a leader in financial services, specializes at providing corporate trust services. We have the experience to meet clients' fiduciary and administrative needs. We offer a full array of services that deliver core trust and agency solutions to our Municipal and Corporate clients. Our diverse client base includes Corporations and Municipalities, Finance and Transportation Companies, Healthcare Institutions, School Districts, Not-for-profit entities, Housing, Waste, Power Authorities, Government Units and agencies,along with Counties,Cities,and States. Wilmington Trust,as an international corporate trustee with 21 locations worldwide,believes in a simple structure when it comes to the administration of municipal debt. Every municipal appointment is ultimately the responsibility of a single,assigned Account Manager who,with the help of an assistant,manages all trust activity. The Account Manager reads and reviews all trust documentation with counsel, assists in a successful closing and is then responsible for all day-to-day activity associated with their assigned trust accounts. Over the years,most Corporate Trustees have moved away from this structure.At Wilmington Trust we strongly believe that this is an effective structure to administer municipal transactions. Throughout Wilmington Trust, our organization places an important emphasis on the client experience. Our goal is reliable, flexible, and quality solutions to meet the many diverse needs of our client base. As a result, our quality assurance program involves a team approach to relationship management, whereby clients receive the benefit of a single point of contact with the support of seasoned professionals in respective areas to ensure overall client satisfaction. Should Wilmington Trust be selected for this appointment, all Trustee responsibilities would be handled by our California office located in Costa Mesa,CA. 2.Experience: Commitment to California Public Finance Market Wilmington Trust's Corporate Trust office in California opened on September 1, 2011 and quickly became the leading Trust and Custody service provider in the western United States. We are currently the nation's 5th ranked Municipal Trustee. The address for our California location, which would handle all duties related to Lake Elsinore's bond portfolio, is listed below: Wilmington Trust,N.A. Corporate Trust Department 650 Town Center Drive,Suite 600 Costa Mesa,CA 92626 Unlike most financial institutions that provide Corporate Trust services,we consider Corporate Trust to be one of our core product lines. While other institutions are being forced to retract their efforts (closing offices, reducing staff, etc.), we are in the midst of a dedicated effort to increase our market share and regional locations while keeping our industry best level of Corporate Trust service. liPage REQUEST FOR PROPOSAL WILMINGTON TRUST We maintain that Corporate Trust is a service,not a commodity. While other Corporate Trust departments are in the process of segregating functions and de-personalizing their service(in an effort to reduce costs),we believe in having an individual Relationship Manager who oversees a team that is responsible for all administrative aspects of your bond financing. Our California office is currently responsible for the administration of approximately 500 various types of transactions of which approximately 250 are some form of municipal transaction. Wilmington Trust has quickly established itself as one of California's highly-ranked Trustees. We specialize in managing complex transactions and transferring large successorships. We are among the state's leading mult- family housing Trustees, handle some of the state's largest PACE financings and pride ourselves on making the successor process as seamless as possible. A comprehensive list of all Wilmington Trust Trustee appointments is available upon request. 3.Proposed Administrator Information and Experience Your assigned Relationship Manager, Jeanie Mar, will work closely with you and your team to provide the necessary communication throughout the bond financing to ensure proper management of the accounts: Proposed Account Manager: Ms.Jeanie Mar,Vice President Senior Relationship Manager Wilmington Trust,N.A. 650 Town Center Drive, Suite 600 Costa Mesa,CA 92626 Tel: (714)384-4153 Tax: (714) 384-4151 Email: jmar( wilmingtontrust.com Jeanie Mar's Biography: Jeanie is responsible for management of the Los Angeles Office and overseeing a team of professionals specializing in providing administrative services for corporate and municipal debt issuances, mergers and acquisitions, corporate escrow services and other fiduciary services to business entities that require corporate trust services at Wilmington Trust. Jeanie is charged with revenue growth in the Pacific Region consisting of partnering with new business development to establish market strategies and pricing guidelines within the region. Jeanie maintains control of the regional portfolio by ensuring that the office sustains an acceptable rating from control groups,risk management and audit. Along with Jeanie's management duties,she is also responsible for handling many of the Bank's largest client portfolios. Jeanie's vast experience in various types of trust roles and a variety of financings provides her customers with a broad background of service capabilities. She's worked on TRANs, housing, healthcare, CFD's, water district and revenue based project financing. Jeanie's standard of care with her clients has created a loyal following of financial advisors, underwriters and attorneys who frequently request that she be involved with their financings. Jeanie has over 18 years of Corporate Trust experience. She has started her career as an assistant at State Street Bank and was quickly promoted to Relationship Manager. Jeanie then joined Wells Fargo Bank as part of a team to open a new office in Los Angeles. Jeanie holds a B.S. in Business Administration from the University of Southern California. 2IPage REQUEST FOR PROPOSAL WILMINGTON TRUST Back-Up Account Manager: Mr. Brian Buchanan,Vice President Senior Relationship Manager Tel: (714) 384-4153 Fax: (714)384-5152 Email: bbuchanan@wilmingtontrust.com Brian Buchanan's Biography: Brian joined Wilmington Trust Corporate Trust Office in November 2011. Since joining Wilmington, Brian has worked on Multifamily Housing Revenue bonds, School District Revenue bonds, Tax and Revenue Anticipation Notes,Wastewater revenue bonds,CFD's and QZAB bond issues. Brian is well versed in financing structures and investment strategies used by public agencies. He has worked on essentially all types of municipal accounts ranging from extremely complex bond financing structures to the simplest of individual custody accounts. Brian has worked in the Corporate Trust industry for over 31 years and has worked in the Los Angeles Corporate Trust offices of Wells Fargo Bank and Bank of New York as well as the Corporate Trust office of CoreStates Bank in Philadelphia. He holds a B.A. from Towson University,Baltimore and a M.A. from University of Nantes,France. Support Team: Edwille Sabalburo Trust Administrator Assistant II Tel: (714) 384-4160 Fax: (714)384-5152 Email: esabalburo n,wilmingtontrust.com Edwille Sabalburo's Biography: Ed has worked in the Corporate Trust Industry for over 5 years.He is well versed on many types of Corporate Trust portfolios including municipal financing and corporate escrows. Ed is responsible for assisting the Relationship Manager in the daily administration of the accounts,ensuring timely account set-ups, managing cash movement and responding to customer inquiries. 4.References: Mike LaPierre California Statewide Communities Development Authority (P)925-933-9229 ext. 212 (E)mlapierre@cacommunities.org Mel McCullough Lee Lake Water District (P)951-277-1414 Ext 6326 (E)melM@,llwd.corg Vilko Domic City of Commerce (P)323-722-4805 (E)director.finance( ci.commerce.ca.us 3IPage REQUEST FOR PROPOSAL WILMINGTON TRUST 5.Fees: Fee Proposal City of Lake Elsinore Trustee Services This Fee Proposal describes the compensation Wilmington Trust, N.A. proposes for its services in connection with the above referenced transaction. Trustee Fees Initial/Acceptance Fee WAIVED Annual Administration Fee(all inclusive) * $1,400.00 per bond issue Counsel Fees WAIVED *Our annual Administration Fees includes all expenses including: -Investment transaction fees -Sweep account fees -Wire transfer charges and -Dissemination service fees 1. Payment of Fees The initial fee and first year's annual administration fee(or upfront fee for life of transaction, if applicable)and our closing attendance fee(only if incurred)are due at closing. Other fees are due on receipt of our invoice. Please transmit your payment by wire transfer to: Manufacturers&Traders Trust Co. ABA Number: 031100092 Account Number: 1001 Ref: City of Lake Elsinore 1100 North Market Street, Rodney Square North,Wilmington, DE 19890 2. Payment of Expenses If this transaction does not close,Wilmington Trust, N.A. reserves the right to be paid its Initial Fee, if any,and outside counsel's fees and expenses. Out-of-pocket expenses, including our attorney's fees and expenses(if any), in connection with closing, post-closing matters and terminations will be billed separately and are due upon receipt of the invoice. 3. Adjustments to Fees All fees are non-refundable and will not be prorated in the event of an early termination. Once the fees are agreed to in writing,we agree that any changes to those fees will also be in writing. You will be notified at least 30 days in advance of any general fee increase,following 3 years after the initial closing date.The fees as quoted and the acceptance of our duties as Trustee are subject to satisfactory review and acceptance of all related financing documents by the Trustee and our counsel. Our fees may also be adjusted at any time if there is a significant change in our responsibilities under the governing documents. In the event the financing structure is modified prior to closing,we reserve the right to review and renegotiate our fees accordingly. 4IPage REQUEST FOR PROPOSAL WILMINGTON TRUST 4. Billing Contact Please let us know the contact details for the Client and/or recipient of our invoice(s): 5. Signatures By signing below,you represent that you are authorized to sign this Fee Proposal and that you understand and accept the terms of this Fee Proposal. Agreed and Accepted By: By: 5IPage CEM ba n k William J.Jennings Managing Director U.S.Bank National Association Global Corporate Trust Services 633 West Fifth Street,241h Floor Los Angeles,CA 90071 Phone:(213)615-6054 Fax:(213)615-6199 w illiam.ienninosQtusbank.com May 4,2015 Mr.Michael Busch President Urban Futures,Inc. 3111 N.Tustin, Suite 230 Orange,CA 92865 Re: Response to Request For Proposal— CITY OF LAKE ELSINORE Dear Mr. Busch: Thank you for the opportunity to propose our Trustee services to the City of Lake Elsinore. Our proposal is attached,and includes our proposed fees as well as the requested information contained in the RFP. U.S. Bank is the Number 1 provider of trustee services for municipal issuers, both in California and Nationwide (source— Securities Data Company). We are the 56 largest bank in the Country and also the highest rated by the major Ratings Agencies. With the reach of a major national banking organization, a significant regional presence, and an unmatched commitment to trustee services, U.S. Bank would bring the ideal combination of experience and resources to the City. Should U.S. Bank be selected to serve as Trustee, we will mange the account from our office in Los Angeles, California. The contact information for the Account Manager who would be responsible for the relationship is contained in the attached proposal. Thank you once again for the opportunity to present this proposal. We would welcome the opportunity to discuss our qualifications in more detail and would appreciate getting the 'last call' if the decision comes down to being the low cost provider. If there are any questions,please do not hesitate to contact me. Sincerel , 40001›- William J.Jen ngs Managing I• ector bank® Response to REQUEST FOR PROPOSAL FOR TRUSTEE SERVICES LMK.LrILSINOKL. 1)it rlt #E-,f til Please provide a description of your trustee department's organization. Please include the number of years of operation and a detailed description of the relationship between local offices / affiliates and home office or parent. Specify office location and description of duties for each principal function, if functions are performed in separate locations. U.S.Bank maintains one of the largest corporate trust businesses in the United States,with offices in 49 cities throughout the Country, including a fully-staffed office in downtown Los Angeles. Global Corporate Trust Services ("GCTS") is classified as a core business of the Bank, and substantial resources continue to be dedicated to ensure the highest level of service capabilities. Our corporate trust portfolio now exceeds 125,000 issues with over $3.6 trillion in outstanding debt securities. We are ranked as the number 1 trustee for municipal issues in the State of California,by Securities Data Company. GCTS is part of the Wealth Management and Securities Services Division. Within GCTS, we have several groups that serve different markets. Our Corporate/ Municipal group provides trustee and agency services to issuers of corporate debt, issuers of municipal debt and a wide variety of escrow agent services. Our Structured Finance group provides trustee services to issuers of asset-backed and mortgage backed securities. The CDO group is dedicated to supporting Collateralized Debt Obligations as trustee or agent, and our Europe offices (located in London, England and Dublin,Ireland)provide trustee and agency services in Europe. U.S. Bank National Association has been providing corporate trust services for almost 100 years. U.S. Bank National Association is a wholly-owned subsidiary of U.S. Bancorp, a publicly-traded company and the fifth-largest financial services holding company in the United States. All Corporate Trust functions are performed by U.S.Bank National Association. We utilize a team structure that has been proven to deliver high quality services to our customers, their investors, and the public finance community at large. The service delivery structure for Corporate Trust Services consists of several distinct functions: Account Management The assigned Account Manager is the primary contact at U.S. Bank, and is responsible for all aspects of account administration under the governing documents, as well as for ensuring total customer satisfaction. Trust Finance Management Trust Finance Management operates in support of our Account Managers and is responsible for money movement, payment and investment processing and debt service calculation, collection and disbursement. 1 Trust Review Trust Review ensures that all accounts are established in accordance with set procedures and maintains responsibility for ongoing covenant compliance and tickler monitoring. Support Services Support Services,located in St. Paul, Minnesota, provides bond operations support such as bond payments,registration and transfer,funds control and bondholder services. If selected to serve as trustee, all Account Management, Trust Finance Management and Trust Review functions would be performed in our Los Angeles office. The address of our L.A.office is as follows: U.S.Bank National Association Global Corporate Trust Services 633 W.5th Street,24th Floor Los Angeles,CA 90071 2. Provide a brief summary of your institution's experience in serving as Trustee, Fiscal Agent for similar bond transactions. U.S. Bank has been providing Corporate Trust services to issuers of debt securities since the 1920's. Since that time, we have continued to expand our Corporate Trust business, and we are now recognized as one of the top providers of Trustee services in the Country. And, we are the largest provider of trustee and fiscal agent services in public finance, both nationally and in the State of California(source:Securities Data Company). We continue to build our business through a combination of organic growth and strategic acquisitions, and through our strong emphasis on providing professional,high quality service to our clients and to the public finance community. GCTS is classified as a core business at U.S. Bank, and substantial resources continue to be dedicated to ensure the highest level of service capabilities. System-wide, our Corporate Trust portfolio exceeds 123,000 issues,aggregating over$3.6 trillion in outstanding bonds. GCTS is not only a core business of U.S.Bank,it is also a continually growing business. Our commitment to the corporate / municipal trust business, both nationally and in California is second to none. We continue to expand our business through a combination of organic growth,strategic acquisitions, and superior customer service. We have achieved growth in California and other markets through acquisitions dating back to the early 1990's. Since the early 1990's, we have completed over 20 strategic acquisitions of corporate trust portfolios. Some of these acquisitions include Bankers Trust Company of California (1992), Morgan Guaranty Trust Company (1994), the combined Security Pacific/ Bank of America book of business (1995), Comerica Bank's portfolio (1997), State Street (2002), Wachovia (2005), SunTrust (2006) and the municipal business of LaSalle Bank(2006). In 2013, we completed the acquisition of the municipal trust businesses of Deutsche Bank All of the acquisitions we have made demonstrate our absolute commitment to continued growth in the corporate / municipal trust business. We have built one of the top corporate trust businesses in the Country, in part through strategic acquisitions, and we will continue to seek growth opportunities in this core line of business for U.S.Bank 2 As the Number-One ranked bond trustee, we are highly experienced with all kinds of debt structures, particularly with municipal securities, including Community Facilities Districts, Assessment District Bonds,Tax Allocation Bonds, all kinds of Revenue Bonds and Certificates Of Participation 3. Identify the administrator by name,including location and telephone number for each primary function. Describe that person's experience (how many years at your banking institution and how many years in the same type of business). If we are selected to serve as trustee, Brad Scarbrough would be the assigned Account Manager. Brad is one of the seventeen members of our Los Angeles Account Management team. Brad's contact information and a summary of his experience follows: Bradley E.Scarbrough (213) 615-6047(Office) Vice President (213)615-6199 (Fax) U.S.Bank National Association bradley.scarbrough@usbank.com 633 West Fifth Street 24th Floor Los Angeles,CA 90071 Brad would be the main point of contact for this account relationship. His responsibilities would include document review,closing,and set-up of each issue. Post-closing, Brad would oversee all aspects of the administration of the accounts and ensure compliance with the terms and conditions of the governing documents for each financing. He would continue to serve as the primary contact and be available to respond to any and all inquiries. Brad has over 25 years of experience in Corporate Trust, all with U.S. Bank (and predecessor entities). He is experienced with many types of debt structures and administers a variety of bond and escrow transactions including all kinds of revenue bonds, community facilities districts, assessment districts,certificates of participation and,tax allocation bonds. 4. List three public agency references to call to confirm customer satisfaction. We are pleased to provide the following references: County of Los Angeles Doug Baron Treasurer and Tax Collector Director,Public Finance&Investments 500 West Temple Street,Room 432 (213)974-8359 Los Angeles,CA 90012 Los Angeles County Luanne Schurtz Metropolitan Transportation Authority Assistant Treasurer One Gateway Plaza,Mail Stop 99-21-2 (213) 922-2554 Los Angeles,CA 90012 City of Fontana Lisa Strong 8353 Sierra Avenue City Treasurer Fontana,CA 92335 (909)350-7671 3 5. Please provide a listing of your proposed fees and expenses for Trustee and Fiscal Agent Services. Please include the following: • Initial Set-up Fees $ -0- • Initial Attorney Fees,if any $ -0- • Initial Other Fees $ -0- • Ongoing Annual Administration $1,000.00(per issue) • Ongoing Expenses $ -0- • Ongoing Investment Transaction Fees $50.00 per trade(if applicable) • Ongoing Disbursement Fees $ -0- • Ongoing Wire Transfer Fees $ -0- • Ongoing Other Fees $250.00 Dissemination Agent(if applicable) • Any Other Fees $ -0- Annual Administration Fees would be payable annually in advance. Any investment transaction fees would be payable annually in arrears,based on volume of trades(if any). The fees set forth above would apply to currently outstanding bonds only. An Initial Acceptance Fee of$750.00 and an Initial charge for Trustee Counsel of$2,000.00 would apply to any new(i.e.future) bond issuance activity where U.S. Bank is named as Trustee. Direct Out-of-Pocket Expenses Reimbursement of expenses associated with the performance of our duties, including but not limited to publications,legal counsel after the initial closing,travel expenses and filing fees(if any)would be billable at cost. Extraordinary fees may be payable to the Trustee or Agent for duties or responsibilities not expected to be incurred at the outset of the transaction,not routine or customary,and not incurred in the ordinary course of Business. Payment of extraordinary fees is appropriate where particular inquiries, events or developments are unexpected, even if the possibility of such things could have been identified at the inception of the transaction. IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT: To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain,verify and record information that identifies each person who opens an account. For a non-individual person such as a business entity,a charity,a Trust or other legal entity we will ask for documentation to verify its formation and existence as a legal entity. We may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation. 4 Corporate Trust Services Schedule of fees to provide trustee, registrar, and paying agent services City of Azusa, California Successor Agency Refunding Tax Allocation Bonds, Series 2015 Acceptance fee $5,000.00 A one-time fee for our initial review of governing documents,account set-up and customary duties and responsibilities related to the closing. This fee is payable at closing. Annual administration fee(per series) $5,000.00 An annual fee for the trustee,registrar and paying agent duties described in the governing documents; electronic copy trust account statements and requisition processing of two requests per calendar month. Each requisition in excess of two per calendar month will incur a$ioo fee. The administration fee is payable annually in advance. Dissemination agent fee(if applicable) $5oo.00 per obligated party For the duties and responsibilities described in the continuing disclosure agreement,including receipt of financial statements and filing reports with MSRB using the EMMA system.This fee is payable annually in advance. Legal counsel fees and expenses None anticipated Wells Fargo does not anticipate hiring outside legal counsel and intends to use internal resources to review the governing documents. Should an eligibility opinion be required of in-house counsel,however, there will be a charge of$1,500. Wells Fargo reserves the right,at its sole discretion,to hire outside counsel if deemed necessary or advisable. Fees and expenses of outside legal counsel will be billed at cost. Should a legal opinion of outside counsel to the trustee be required,there may be an additional charge. Investment fees Wells Fargo does not charge 12b-1 or sweep fees or asset management fees on funds invested in Wells Fargo Money Market Funds or any other fund offered by our corporate trust department. In addition, there are no transaction fees for up to 24 standard investment transactions per year;each investment transaction in excess of 24 per year will incur a$50 charge. Fees for the set-up,review and maintenance of 1)a Guaranteed Investment Contract shall be$1,500 annually;2)a Master Repurchase Agreement shall be$1,500 annually;and 3)a Forward Purchase/Delivery Contract shall be$1,500 annually. In addition,should any investment agreement be substituted,collateralized,or amended,additional charges will apply. Fees for non-standard agreements,physical securities or other transactions requiring manual processing, or for the investment of funds held outside the bank will be negotiated separately. Out-of-pocket expenses At cost Out-of-pocket expenses will be billed at cost at the sole discretion of Wells Fargo. Extraordinary services Standard rate The charges for performing services not contemplated at the time of execution of the governing documents or not specifically covered elsewhere in this schedule will be at Wells Fargo's rates for such services in effect at the time expense is incurred. Together we'll go far �rye 4 ©2014 Wells Fargo Bank NA.All rights reserved. Corporate Trust Services Schedule of fees to provide trustee, registrar, and paying agent services City of Azusa, California Successor Agency Refunding Tax Allocation Bonds,Series 2015 These services may include,but are not limited to,arbitrage rebate compliance,requisition processing in excess of two per month,tender agent services,changes to credit facilities,amendments to documents, interim bond calls,rate mode changes,physical bond transfers,rating agency questionnaires,default administration, extraordinary administrative time,and the publication of redemption or other notices. In addition,if all outstanding bonds are defeased or called in full prior to their stated maturity,or Wells Fargo's engagement is otherwise terminated prior to the stated maturity date,a termination fee may be assessed. If Wells Fargo determines,in its sole discretion,that outside counsel is necessary or advisable in connection with an event of default, forward delivery agreement,investment agreement,mode change, change in credit facility,supplement,amendment or waiver,or similar event,counsel fees and expenses will be billed as incurred. Assumptions This proposal is based upon the following assumptions with respect to the role(s) of Trustee, Registrar, and Paying Agent. • Number of funds/accounts:Not more than twelve(12)per issue • Interest rate: Fixed • Frequency of interest payments to holders: Semi-annually • Frequency of principal payments to holders:Not more than annually • Investment transactions:Not more than 24 annually Terms and conditions • The recipient acknowledges and agrees that this proposal does not commit or bind Wells Fargo to enter into a contract or any other business arrangement,and that acceptance of the appointment described in this proposal is expressly conditioned on(1)compliance with the requirements of the USA Patriot Act of 2001,described below,(2)satisfactory completion of Wells Fargo's internal account acceptance procedures,(3)Wells Fargo's review of all applicable governing documents and its confirmation that all terms and conditions pertaining to its role are satisfactory to it and(4) execution of the governing documents by all applicable parties. • Should this transaction fail to close or if Wells Fargo determines not to participate in the transaction, any acceptance fee and any legal fees and expenses may be due and payable. • Legal counsel fees and expenses,any acceptance fee and any first year annual administrative fee are payable at closing. • Any annual fee covers a full year or any part thereof and will not be prorated or refunded in a year of early termination. • Should any of the assumptions,duties or responsibilities of Wells Fargo change,Wells Fargo reserves the right to affirm,modify or rescind this proposal. • The fees described in this proposal are subject to periodic review and adjustment by Wells Fargo. • Invoices outstanding for over 3o days are subject to a 1.5%per month late payment penalty. • This fee proposal is good for 90 days. • Wells Fargo is acting as an indenture trustee or in a similar capacity,and as such,Wells Fargo shall not provide advice with respect to the investment of the proceeds from municipal securities or municipal escrow transactions.Furthermore,in its capacity as indenture trustee,in the event Wells Fargo does provide any service that may be deemed as advice,it is doing so pursuant to and in reliance on the bank exemption under the municipal advisor rules of the Securities and Exchange Commission. 2 Corporate Trust Services Schedule of fees to provide trustee, registrar, and paying agent services City of Azusa, California Successor Agency Refunding Tax Allocation Bonds, Series 2015 important information about identifying our customers To help the government fight the funding of terrorism and money laundering activities,Federal law requires all financial institutions to obtain,verify,and record information that identifies each person (individual,corporation,partnership,trust,estate or other entity recognized as a legal person)for whom we open an account. What this means for you:Before we open an account,we will ask for your name,address,date of birth (for individuals),TIN/EIN or other information that will allow us to identify you or your company.For individuals,this could mean identifying documents such as a driver's license. For a corporation, partnership,trust,estate or other entity recognized as a legal person,this could mean identifying documents such as a Certificate of Formation from the issuing state agency. Acknowledged by: Issuer/Obligor Signature Printed name Title Date Dated: June 1,2015 OID: C937250 3 Wbank. William J.Jennings Managing Director U.S.Bank National Association Global Corporate Trust Services 633 West Fifth Street,24th Floor Los Angeles,CA 90071 Phone:(213)615-6054 Fax:(213)615-6199 w illiam.ienninas@usbank.com May 4,2015 Mr.Michael Busch President Urban Futures,Inc. 3111 N.Tustin, Suite 230 Orange,CA 92865 Re: Response to Request For Proposal— CITY OF LAKE ELSINORE Dear Mr. Busch: Thank you for the opportunity to propose our Trustee services to the City of Lake Elsinore. Our proposal is attached,and includes our proposed fees as well as the requested information contained in the RFP. U.S. Bank is the Number 1 provider of trustee services for municipal issuers, both in California and Nationwide (source— Securities Data Company). We are the 5th largest bank in the Country and also the highest rated by the major Ratings Agencies. With the reach of a major national banking organization, a significant regional presence, and an unmatched commitment to trustee services, U.S. Bank would bring the ideal combination of experience and resources to the City. Should U.S. Bank be selected to serve as Trustee, we will mange the account from our office in Los Angeles, California. The contact information for the Account Manager who would be responsible for the relationship is contained in the attached proposal. Thank you once again for the opportunity to present this proposal. We would welcome the opportunity to discuss our qualifications in more detail and would appreciate getting the 'last call' if the decision comes down to being the low cost provider. If there are any questions,please do not hesitate to contact me. Sincerel , William J.Jen• ngs Managing . ector Ulbank. Response to REQUEST FOR PROPOSAL FOR TRUSTEE SERVICES LAKI. 17 t.�4o :Xf,:kat Please provide a description of your trustee department's organization. Please include the number of years of operation and a detailed description of the relationship between local offices / affiliates and home office or parent. Specify office location and description of duties for each principal function, if functions are performed in separate locations. U.S.Bank maintains one of the largest corporate trust businesses in the United States,with offices in 49 cities throughout the Country, including a fully-staffed office in downtown Los Angeles. Global Corporate Trust Services ("GCTS") is classified as a core business of the Bank, and substantial resources continue to be dedicated to ensure the highest level of service capabilities. Our corporate trust portfolio now exceeds 125,000 issues with over $3.6 trillion in outstanding debt securities. We are ranked as the number 1 trustee for municipal issues in the State of California,by Securities Data Company. GCTS is part of the Wealth Management and Securities Services Division. Within GCTS,we have several groups that serve different markets. Our Corporate/ Municipal group provides trustee and agency services to issuers of corporate debt, issuers of municipal debt and a wide variety of escrow agent services. Our Structured Finance group provides trustee services to issuers of asset-backed and mortgage backed securities. The CDO group is dedicated to supporting Collateralized Debt Obligations as trustee or agent, and our Europe offices (located in London, England and Dublin,Ireland)provide trustee and agency services in Europe. U.S. Bank National Association has been providing corporate trust services for almost 100 years. U.S. Bank National Association is a wholly-owned subsidiary of U.S. Bancorp, a publicly-traded company and the fifth-largest financial services holding company in the United States. All Corporate Trust functions are performed by U.S.Bank National Association. We utilize a team structure that has been proven to deliver high quality services to our customers, their investors, and the public finance community at large. The service delivery structure for Corporate Trust Services consists of several distinct functions: Account Management The assigned Account Manager is the primary contact at U.S. Bank, and is responsible for all aspects of account administration under the governing documents, as well as for ensuring total customer satisfaction. Trust Finance Management Trust Finance Management operates in support of our Account Managers and is responsible for money movement, payment and investment processing and debt service calculation, collection and disbursement. 1 Trust Review Trust Review ensures that all accounts are established in accordance with set procedures and maintains responsibility for ongoing covenant compliance and tickler monitoring. Support Services Support Services, located in St. Paul, Minnesota, provides bond operations support such as bond payments,registration and transfer,funds control and bondholder services. If selected to serve as trustee, all Account Management, Trust Finance Management and Trust Review functions would be performed in our Los Angeles office. The address of our L.A.office is as follows: U.S.Bank National Association Global Corporate Trust Services 633 W.5th Street,24th Floor Los Angeles,CA 90071 2. Provide a brief summary of your institution's experience in serving as Trustee, Fiscal Agent for similar bond transactions. U.S. Bank has been providing Corporate Trust services to issuers of debt securities since the 1920's. Since that time, we have continued to expand our Corporate Trust business, and we are now recognized as one of the top providers of Trustee services in the Country. And, we are the largest provider of trustee and fiscal agent services in public finance, both nationally and in the State of California (source:Securities Data Company). We continue to build our business through a combination of organic growth and strategic acquisitions, and through our strong emphasis on providing professional,high quality service to our clients and to the public finance community. GCTS is classified as a core business at U.S. Bank, and substantial resources continue to be dedicated to ensure the highest level of service capabilities. System-wide, our Corporate Trust portfolio exceeds 123,000 issues,aggregating over$3.6 trillion in outstanding bonds. GCTS is not only a core business of U.S. Bank,it is also a continually growing business. Our commitment to the corporate / municipal trust business, both nationally and in California is second to none. We continue to expand our business through a combination of organic growth,strategic acquisitions, and superior customer service. We have achieved growth in California and other markets through acquisitions dating back to the early 1990's. Since the early 1990's, we have completed over 20 strategic acquisitions of corporate trust portfolios. Some of these acquisitions include Bankers Trust Company of California (1992), Morgan Guaranty Trust Company (1994), the combined Security Pacific/ Bank of America book of business (1995), Comerica Bank's portfolio (1997), State Street (2002), Wachovia (2005), SunTrust (2006) and the municipal business of LaSalle Bank (2006). In 2013,we completed the acquisition of the municipal trust businesses of Deutsche Bank. All of the acquisitions we have made demonstrate our absolute commitment to continued growth in the corporate / municipal trust business. We have built one of the top corporate trust businesses in the Country, in part through strategic acquisitions, and we will continue to seek growth opportunities in this core line of business for U.S.Bank 2 As the Number-One ranked bond trustee, we are highly experienced with all kinds of debt structures, particularly with municipal securities, including Community Facilities Districts, Assessment District Bonds, Tax Allocation Bonds, all kinds of Revenue Bonds and Certificates Of Participation 3. Identify the administrator by name, including location and telephone number for each primary function. Describe that person's experience (how many years at your banking institution and how many years in the same type of business). If we are selected to serve as trustee, Brad Scarbrough would be the assigned Account Manager. Brad is one of the seventeen members of our Los Angeles Account Management team. Brad's contact information and a summary of his experience follows: Bradley E.Scarbrough (213)615-6047(Office) Vice President (213) 615-6199 (Fax) U.S.Bank National Association bradley.scarbrough@usbank.com 633 West Fifth Street 24th Floor Los Angeles,CA 90071 Brad would be the main point of contact for this account relationship. His responsibilities would include document review,closing,and set-up of each issue. Post-closing, Brad would oversee all aspects of the administration of the accounts and ensure compliance with the terms and conditions of the governing documents for each financing. He would continue to serve as the primary contact and be available to respond to any and all inquiries. Brad has over 25 years of experience in Corporate Trust, all with U.S. Bank (and predecessor entities). He is experienced with many types of debt structures and administers a variety of bond and escrow transactions including all kinds of revenue bonds, community facilities districts, assessment districts,certificates of participation and,tax allocation bonds. 4. List three public agency references to call to confirm customer satisfaction. We are pleased to provide the following references: County of Los Angeles Doug Baron Treasurer and Tax Collector Director,Public Finance&Investments 500 West Temple Street,Room 432 (213)974-8359 Los Angeles,CA 90012 Los Angeles County Luanne Schurtz Metropolitan Transportation Authority Assistant Treasurer One Gateway Plaza,Mail Stop 99-21-2 (213)922-2554 Los Angeles,CA 90012 City of Fontana Lisa Strong 8353 Sierra Avenue City Treasurer Fontana,CA 92335 (909) 350-7671 3 5. Please provide a listing of your proposed fees and expenses for Trustee and Fiscal Agent Services. Please include the following: • Initial Set-up Fees $ -0- • Initial Attorney Fees,if any $ -0- • Initial Other Fees $ -0- • Ongoing Annual Administration $1,000.00(per issue) • Ongoing Expenses $ -0- • Ongoing Investment Transaction Fees $50.00 per trade(if applicable) • Ongoing Disbursement Fees $ -0- • Ongoing Wire Transfer Fees $ -0- • Ongoing Other Fees $250.00 Dissemination Agent(if applicable) • Any Other Fees $ -0- Annual Administration Fees would be payable annually in advance. Any investment transaction fees would be payable annually in arrears,based on volume of trades(if any). The fees set forth above would apply to currently outstanding bonds only. An Initial Acceptance Fee of$750.00 and an Initial charge for Trustee Counsel of$2,000.00 would apply to any new(i.e.future) bond issuance activity where U.S. Bank is named as Trustee. Direct Out-of-Pocket Expenses Reimbursement of expenses associated with the performance of our duties, including but not limited to publications,legal counsel after the initial closing,travel expenses and filing fees (if any) would be billable at cost. Extraordinary fees may be payable to the Trustee or Agent for duties or responsibilities not expected to be incurred at the outset of the transaction,not routine or customary,and not incurred in the ordinary course of Business. Payment of extraordinary fees is appropriate where particular inquiries, events or developments are unexpected, even if the possibility of such things could have been identified at the inception of the transaction. IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT: To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain,verify and record information that identifies each person who opens an account. For a non-individual person such as a business entity,a charity,a Trust or other legal entity we will ask for documentation to verify its formation and existence as a legal entity. We may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation. 4 Susan Paragas-RE: City of Azusa- Substitution of Trustee Forms From: "Mar, Jeanie" <JMar@WilmingtonTrust.com> To: 'Susan Paragas' <sparagas@ci.azusa.ca.us> Date: 9/8/2015 5:49 AM Subject: RE: City of Azusa- Substitution of Trustee Forms Good Morning Susan, Below is a recap of the fees. Please let me know if you have any questions. Thanks,Jeanie Existing bond financings $1,400.00/Annual Trustee/Fiscal Agent Fees = Total of 6 substitution from WFB = $8,400.00 New bond financings Acceptance: $2,500 Annual Trustee/Fiscal Agent: $2,500 Annual Escrow(if any): $500.00 Total for new bond financing (going to market) = $5,500.00 at closing Investment Agreement(if any) Acceptance: $750.00 Annual: $500. From: Susan Paragas [soaragas(a ci.azusa.ca.us] Sent:Tuesday, September 08, 2015 12:19 AM To: Mar, Jeanie Subject: Re: City of Azusa - Substitution of Trustee Forms Hi Jeanie, Can you give me a detail fee schedule for each bond that Wilmington Trust will be invoicing us for, please? Thanks, Susan >>>"Mar, Jeanie"<JMar(a�WilmingtonTrust.com> 09/03/15 3:10 PM>>> Hi Susan, Attached please find forms to be completed by the City for the substitution of Trustee. Please complete and return a pdf copy to me. Please feel free to call me with any questions. Thanks,Jeanie Investment Authorization—please select one fund in section 2 Money Market Factsheets RESOLUTION NO. 2015-C48 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA, ACTING FOR ITS COMMUNITY FACILITIES DISTRICT NO. 2005-1 (ROSEDALE) IMPROVEMENT AREA NO. 1, AMENDING, SUBSTITUTING EACH REFERENCE TO WELLS FARGO SHALL BE DEEMED TO AND SHALL REFER TO WILMINGTON TRUST, NATIONAL ASSOCIATION AS THE DULY APPOINTED TRUSTEE FOR THE IMPROVEMENT AREA NO. 1 2007 SPECIAL TAX BONDS WHEREAS, the City Council (the "City Council") of the City of Azusa (the "City") conducted proceedings under and pursuant to the Mello-Roos Community Facilities Act of 1982 (the "Act") to form the City of Azusa Community Facilities District No. 2005-1 (Rosedale) (the "District") and designate improvement areas therein including Improvement Area No. 1 (the "Improvement Area No. 1"), to authorize the levy of a special tax (the "Special Tax") within Improvement Area No. 1 and to authorize bonds secured by the Special Tax; and WHEREAS, in January 2007, the City issued the Community Facilities District No. 2005-1 (Rosedale) Improvement Area No. 1 2007 Special Tax Bonds ("Bonds") approving Wells Fargo Bank, National Association ("Wells Fargo") as the trustee; WHEREAS, the Council is requested to approve the substitution and appointment of Wilmington Trust, National Association ("Wilmington"), as trustee under the Indenture in place of Wells Fargo; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Azusa, acting for the City's Community Facilities District No. 2005-1 (Rosedale) Improvement Area No. 1, as follows: Section 1. The foregoing recitals are true and correct, and this Council, so finds and determines. Section 2. It is hereby amended such that each reference to Wells Fargo in the Bond documents shall be deemed to and shall refer to Wilmington Trust, National Association as the duly appointed trustee (the "Trustee") in the documents related to the Bonds. Section 3. Each officer and/or appropriate staff of the City is hereby authorized and directed to do any and all things which he or she may deem necessary or advisable in order to effectuate the purposes of this Resolution, including, but not limited to, executing such documents, instruments and agreements (including the tri-party agreement among the City, the Trustee and Wells Fargo) necessary to evidence the appointment of Wilmington, as Trustee. Section 4. The City hereby approves and ratifies each and every action taken by its officers, agents, members and employees prior to the date hereof in furtherance of the purposes of this Resolution and, to the extent not inconsistent herewith. Section 5. This Resolution shall take effect immediately from and after its adoption. APPROVED and ADOPTED by the City Council of the City of Azusa, acting for its Community Facilities District No. 2005-1 (Rosedale) Improvement Area No. 1, on September 21, 2015. PASSED, APPROVED and ADOPTED this 21st day of September, 2015. rr d /2-e` oseph Romero ocha Mayor ATTEST: / 11.-°*.°'0 J= fr, a-'sce Cornejo,J City Clerk STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF AZUSA ) I HEREBY CERTIFY that the foregoing Resolution No. 2015-C48 was duly adopted by the City Council of the City of Azusa at a regular meeting thereof, held on the 21st day of September, 2015, by the following vote of Council: AYES: COUNCILMEMBERS: GONZALES, CARRILLO, MACIAS, ALVAREZ, ROCHA NOES: COUNCILMEMBERS: NONE ABSENT: COUNCILMEMBERS:NONE if4i1P _ -ff-- L,'.' ce Cornejo, City Clerk APPROVED AS TO FORM: Best Be &Krieger, LLP 1 City Att rney 2 CLERK'S CERTIFICATE I, the undersigned City Clerk of the City of Azusa, hereby certify that the foregoing is a full, true and correct copy of a resolution duly adopted at a meeting of the City Council of said City duly and regularly held on September 21, 2015, of which meeting all of the members of said Council had due notice and at which a majority thereof were present; and that at said meeting said resolution was adopted by the following vote: AYES: COUNCILMEMBERS: GONZALES, CARRILLO, MACIAS, ALVAREZ, ROCHA NOES: COUNCILMEMBERS:NONE ABSENT: COUNCILMEMBERS:NONE I further certify that I have carefully compared the same with the original minutes of said meeting on file and of record in my office; that the foregoing resolution is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes; and that said resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect. Dated: September 21, 2015 J= "fry a-"1, J"e Cornejo,Jr. City Clerk 3 RESOLUTION NO. 2015-C49 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA, ACTING FOR ITS COMMUNITY FACILITIES DISTRICT NO. 2005-1 (ROSEDALE) IMPROVEMENT AREA NO. 1, AMENDING RESOLUTION NO. 2015-C37, SUBSTITUTING EACH REFERENCE TO WELLS FARGO BANK SHALL BE DEEMED TO AND SHALL REFER TO WILMINGTON TRUST, NATIONAL ASSOCIATION AS THE DULY APPOINTED TRUSTEE WHEREAS, the City Council (the "City Council") of the City of Azusa (the "City") conducted proceedings under and pursuant to the Mello-Roos Community Facilities Act of 1982 (the "Act") to form the City of Azusa Community Facilities District No. 2005-1 (Rosedale) (the "District") and designate improvement areas therein including Improvement Area No. 1 (the "Improvement Area No. 1"), to authorize the levy of a special tax (the "Special Tax") within Improvement Area No. 1 and to authorize bonds secured by the Special Tax; and WHEREAS, the City Council, adopted Resolution No. 2015-C37 (the "Original Resolution") at its regular meeting duly noticed and held on July 27, 2015, at which a quorum was present which, among other things, authorized the issuance of the 2015 Refunding Bonds (the "Bonds"), to be designated generally as the "2015 CFD Rosedale Bond Refunding," or such other name or names as may be designated in the Indenture (as defined herein) approved in accordance with the Original Resolution, in one or more series from time to time; WHEREAS, Wells Fargo Bank, National Association ("Wells Fargo") was to be appointed as the trustee pursuant to the Original Resolution; WHEREAS, the Council is requested to approve the substitution and appointment of Wilmington Trust,National Association, as trustee under the Indenture in place of Wells Fargo; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Azusa, acting for the City's Community Facilities District No. 2005-1 (Rosedale) Improvement Area No. 1, as follows: Section 1. The foregoing recitals are true and correct, and this Council, so finds and determines. Section 2. The Original Resolution is hereby amended such that each reference to Wells Fargo shall be deemed to and shall refer to Wilmington Trust, National Association as the duly appointed trustee (the "Trustee"). Section 3. The Indenture relating to the Bonds (the "Indenture"), between the City of Azusa and the Trustee is hereby approved in substantially the form on file with the City of Azusa prior to this meeting, with such insertions, deletions or changes therein (including, without limitation, insertions, deletions, or changes therein appropriate to reflect the form of credit or liquidity enhancement for any series of Bonds and the designation of the Trustee) as the officer(s) executing and/or delivering the same may require or approve, such approval to be conclusively evidenced by execution and delivery thereof. 1 Section 4. Each officer and/or appropriate staff of the City of Azusa is hereby authorized and directed to do any and all things which he or she may deem necessary or advisable in order to effectuate the purposes of this Resolution, including, but not limited to, executing such documents, instruments and agreements (including the tri-party agreement among the Issuer, the Trustee and Wells Fargo and the Bond Purchase Agreement relating to the Bonds, among the City of Azusa, and Stifel, Nicolaus & Company, as underwriter, and approved by the City of Azusa necessary to evidence the appointment of Wilmington Trust, National Association, as Trustee. Section 5. The State Treasurer (or his designee) is hereby requested and authorized to take any and all actions within his authority as agent for sale of the Bonds that he may deem necessary or advisable in order to consummate the issuance, execution, sale and delivery of the Bonds, and to otherwise effectuate the purposes of this Resolution. Section 6. The provisions of the Original Resolution apply to the documents and actions approved in this Resolution, which is incorporated herein by reference, to the extent not inconsistent herewith. Section 7. The City Council hereby approves and ratifies each and every action taken by its officers, agents, members and employees prior to the date hereof in furtherance of the purposes of this Resolution and, to the extent not inconsistent herewith, the Original Resolution Section 8. The Original Resolution, as originally adopted, is hereby ratified by the City Council, and shall remain in full force and effect, except as amended hereby. Section 9. This Resolution shall take effect immediately from and after its adoption. APPROVED and ADOPTED by the City Council of the City of Azusa, acting for its Community Facilities District No. 2005-1 (Rosedale) Improvement Area No. 1, on September 21, 2015. PASSED,APPROVED and ADOPTED this 21S`day of September, 2015. oseph 'omero Rocha Mayor ATTEST: idir -' ..0 J-ffr-4 .; .t#e Cornejo, City Clerk 2 STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF AZUSA ) I HEREBY CERTIFY that the foregoing Resolution No. 2015-C49 was duly adopted by the City Council of the City of Azusa at a regular (or special) meeting thereof, held on the 21St day of September, 2015,by the following vote of Council: AYES: COUNCILMEMBERS: GONZALES, CARRILLO, MACIAS, ALVAREZ, ROCHA NOES: COUNCILMEMBERS: NONE ABSENT: COUNCILMEMBERS:NONE i J=' e, ?a ),-X Cornejo,Jr. / City Clerk APPROVED AS TO FORM: Best Best& Krieger, LLP City Attorney 3 CLERK'S CERTIFICATE I, the undersigned City Clerk of the City of Azusa, hereby certify that the foregoing is a full, true and correct copy of a resolution duly adopted at a meeting of the City Council of said City duly and regularly held on September 21, 2015, of which meeting all of the members of said Council had due notice and at which a majority thereof were present; and that at said meeting said resolution was adopted by the following vote: AYES: COUNCILMEMBERS: GONZALES, CARRILLO, MACIAS, ALVAREZ, ROCHA NOES: COUNCILMEMBERS: NONE ABSENT: COUNCILMEMBERS:NONE I further certify that I have carefully compared the same with the original minutes of said meeting on file and of record in my office; that the foregoing resolution is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes; and that said resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect. Dated: September 21, 2015 dir /j ` Ir , - - ce Cornejo,Jr City Clerk 4 RESOLUTION NO. 2015-R21 RESOLUTION OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA AMENDING, SUBSTITUTING EACH REFERENCE TO WELLS FARGO SHALL BE DEEMED TO AND SHALL REFER TO WILMINGTON TRUST, NATIONAL ASSOCIATION AS THE DULY APPOINTED TRUSTEE TO THE BONDS LISTED IN EXHBIIT A WHEREAS, pursuant to the Community Redevelopment Law (Part 1 of Division 24 of the Health and Safety Code of the State of California and referred to herein as the "Law"), the City Council of the City of Azusa (the "City") created the former Redevelopment Agency of the City of Azusa(the "Former Agency"); WHEREAS,the Former Agency was a redevelopment agency, a public body, corporate and politic duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Law, and the powers of such agency included the power to issue bonds for any of its corporate purposes; WHEREAS, the City agreed to serve as the successor agency (referred to herein as the "Successor Agency") to the RDA commencing upon the dissolution of the Former Agency on February 1, 2012 pursuant to Assembly Bill X1 26 ("AB X1 26"); WHEREAS, prior to its dissolution, the Former Agency appointed Wells Fargo Bank, National Association ("Wells Fargo") as the trustee to its tax allocation bonds and, after its dissolution, the Successor Agency appointed Wells Fargo as the trustee to its 2014 tax allocation bonds. WHEREAS, the Successor Agency is requested to approve the substitution and appointment of Wilmington Trust, National Association ("Wilmington"), as trustee in place of Wells Fargo of the existing bonds listed in Exhibit A. NOW, THEREFORE, THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The foregoing recitals are true and correct, and this Successor Agency, so finds and determines. Section 2. For its existing bonds listed in Exhibit A, it is hereby amended such that each reference to Wells Fargo shall be deemed to and shall refer to Wilmington as the duly appointed trustee (the "Trustee"). Section 3. Each officer and/or appropriate staff of the Successor Agency is hereby authorized and directed to do any and all things which he or she may deem necessary or advisable in order to effectuate the purposes of this Resolution, including, but not limited to, executing such documents, instruments and agreements (including the tri-party agreement among the Successor Agency, the Trustee and Wells Fargo) necessary to evidence the appointment of Wilmington, as Trustee. Section 4. The Successor Agency hereby approves and ratifies each and every action taken by its officers, agents, members and employees prior to the date hereof in furtherance of the purposes of this Resolution and, to the extent not inconsistent herewith. Section 5. This Resolution shall take effect immediately from and after its adoption. PASSED APPROVED and ADOPTED at a regular meeting of the Successor Agency to the former Redevelopment Agency of the City of Azusa on the 21st day of September, 2015. ��2 7✓"1 ��WW� 1�1./✓" oseph Romero Rocha Chairman ATTEST: J--'r; a '' e Cornejo,�. Secretary CERTIFICATION I, Jeffrey Lawrence Cornejo Jr., City Clerk of the City of Azusa, do hereby certify that Resolution No. 2015-R21 was duly adopted by the City Council of the City of Azusa, serving as the Successor Agency to the Former Redevelopment Agency, at a regular meeting held on the 21st day of September 2015, by the following vote of the Agency: AYES: AGENCY MEMBERS: GONZALES, CARRILLO, MACIAS, ALVAREZ, ROCHA NOES: AGENCY MEMBERS: NONE ABSENT: AGENCY MEMBERS: NONE Jr=' : a ' eCornejo, Jr Secretary APPROVED AS TO FORM: h City Att rney Best Be & Krieger, LP 2 SECRETARY'S CERTIFICATE I, the undersigned Secretary of the Successor Agency of City of Azusa, hereby certify that the foregoing is a full, true and correct copy of Resolution No. 2015-R21 duly adopted at a special meeting of the Successor Agency of said City held on September 21, 2015, of which meeting all of the members of said Board had due notice and at which a majority thereof were present; and that at said special meeting said resolution was adopted by the following vote: AYES: AGENCY MEMBERS: GONZALES, CARRILLO, MACIAS, ALVAREZ, ROCHA NOES: AGENCY MEMBERS: NONE ABSENT: AGENCY MEMBERS: NONE I further certify that I have carefully compared the same with the original minutes of said meeting on file and of record in my office; that the foregoing resolution is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes; and that said resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect. Dated: September 21, 2015 dir J- f. La/'ce Cornejo, �! Secretary of the Successor Agency 3 EXHIBIT A $9,022,800 principal amount of Redevelopment Agency of the City of Azusa Amended and Restated Merged Central Business District and West End Redevelopment Project Area Tax Allocation Bonds 2005 Series A under a Fifth Supplement to Trust Indentures dated as of February 1, 2005 by and between the Successor Agency and Prior Trustee [$9,022,800 aggregate amount authenticated and $11,410,000 outstanding]; $15,780,000 principal amount of Redevelopment Agency of the City of Azusa Amended and Restated Merged Central Business District and West End Redevelopment Project Area Taxable Tax Allocation Bonds (Subordinate Lien) 2007 Series A under a Trust Indenture dated as of July 1, 2007 by and between the Successor Agency and Prior Trustee [$15,780,000 aggregate amount authenticated and $12,415,000 outstanding]; $4,790,000 principal amount of Redevelopment Agency of the City of Azusa Amended and Restated Merged Central Business District and West End Redevelopment Project Area Tax Allocation Bonds (Second Subordinate Lien) 2007 Series B under a Trust Indenture dated as of July 1, 2007 by and between the Successor Agency and Prior Trustee [$4,790,000 aggregate amount authenticated and $ 4,040,000 outstanding]; $11,580,000 principal amount of Redevelopment Agency of the City of Azusa Amended and Restated Merged Central Business District and West End Redevelopment Project Area Housing Tax Allocation Bonds 2008 Series B under a Trust Indenture dated as of November 1, 2008 by and between the Successor Agency and Prior Trustee [$11,580,000 aggregate amount authenticated and $10,410,000 outstanding]; and $10,470,000 principal amount of Successor Agency to the Redevelopment Agency of the City of Azusa Amended and Restated Merged Central Business District and West End Redevelopment Project Area Subordinate Tax Allocation Refunding Bonds, 2014 Series A under an Indenture of Trust dated as of October 1, 2014 by and between the Successor Agency and Prior Trustee [$10,470,000 aggregated amount authenticated and$ 9,715,000 outstanding]. 4 RESOLUTION NO. 2015-R22 RESOLUTION OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA AMENDING RESOLUTION NO. 2015-R8, SUBSTITUTING EACH REFERENCE TO WELLS FARGO SHALL BE DEEMED TO AND SHALL REFER TO WILMINGTON TRUST, NATIONAL ASSOCIATION AS THE DULY APPOINTED TRUSTEE WHEREAS, pursuant to the Community Redevelopment Law (Part 1 of Division 24 of the Health and Safety Code of the State of California and referred to herein as the "Law"), the City Council of the City of Azusa (the "City") created the former Redevelopment Agency of the City of Azusa(the"Former Agency"); WHEREAS, the Former Agency was a redevelopment agency, a public body, corporate and politic duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Law, and the powers of such agency included the power to issue bonds for any of its corporate purposes; WHEREAS, the City agreed to serve as the successor agency (referred to herein as the "Successor Agency") to the RDA commencing upon the dissolution of the Former Agency on February 1, 2012 pursuant to Assembly Bill X1 26 ("AB X1 26"); WHEREAS, on June 27, 2012 as part of the Fiscal Year 2012-2013 State of California budget bill, the Governor signed into law Assembly Bill 1484 ("AB 1484"), which modified or added to some of the provisions of AB Xl 26, including provisions related to the refunding of outstanding redevelopment agency bonds and the expenditure of remaining bond proceeds derived from redevelopment agency bonds issued on or before December 31, 2010; WHEREAS, Health & Safety Code Section 34177.5 authorizes successor agencies to refund outstanding bonds provided that (i) the total interest cost to maturity on the refunding bonds or other indebtedness plus the principal amount of the refunding bonds or other indebtedness shall not exceed the total remaining interest cost to maturity on the bonds or other indebtedness to be refunded plus the remaining principal of the bonds or other indebtedness to be refunded, and (ii) the principal amount of the refunding bonds or other indebtedness shall not exceed the amount required to defease the refunded bonds or other indebtedness, to establish customary debt service reserves, and to pay related costs of issuance; WHEREAS, the Successor Agency, adopted Resolution No. 2015-R8 (the "Original Resolution") at its regular meeting duly noticed and held on June 1, 2015, at which a quorum was present which, among other things, authorized the issuance of the 2015 Bonds (the "Bonds"), to be designated generally as the "2015 Successor Agency Bond Refunding," or such other name or names as may be designated in the Indenture (as defined herein) approved in accordance with the Original Resolution, in one or more series from time to time; 1 WHEREAS, Wells Fargo Bank, National Association ("Wells Fargo") was to be appointed as the trustee pursuant to the Original Resolution; WHEREAS, the Successor Agency is requested to approve the substitution and appointment of Wilmington Trust, National Association, as trustee under the Indenture in place of Wells Fargo; NOW, THEREFORE, THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA DOES HEREBY RESOLVE AS FOLLOWS: Section 1. The foregoing recitals are true and correct, and this Successor Agency, so finds and determines. Section 2. The Original Resolution is hereby amended such that each reference to Wells Fargo shall be deemed to and shall refer to Wilmington Trust, National Association as the duly appointed trustee (the "Trustee"). Section 3. The Indenture relating to the Bonds (the "Indenture"), between the Successor Agency and the Trustee is hereby approved in substantially the form on file with the Successor Agency prior to this meeting, with such insertions, deletions or changes therein (including, without limitation, insertions, deletions, or changes therein appropriate to reflect the form of credit or liquidity enhancement for any series of Bonds and the designation of the Trustee) as the officer(s) executing and/or delivering the same may require or approve, such approval to be conclusively evidenced by execution and delivery thereof Section 4. Each officer and/or appropriate staff of the Successor Agency is hereby authorized and directed to do any and all things which he or she may deem necessary or advisable in order to effectuate the purposes of this Resolution, including, but not limited to, executing such documents, instruments and agreements (including the tri-party agreement among the Successor Agency, the Trustee and Wells Fargo and the Bond Purchase Agreement relating to the Bonds, among the Successor Agency, and Stifel, Nicolaus & Company, as underwriter, and approved by the Successor Agency necessary to evidence the appointment of Wilmington Trust, National Association, as Trustee. Section 5. The State Treasurer(or his designee) is hereby requested and authorized to take any and all actions within his authority as agent for sale of the Bonds that he may deem necessary or advisable in order to consummate the issuance, execution, sale and delivery of the Bonds, and to otherwise effectuate the purposes of this Resolution. Section 6. The provisions of the Original Resolution apply to the documents and actions approved in this Resolution, which is incorporated herein by reference, to the extent not inconsistent herewith. Section 7. The Successor Agency hereby approves and ratifies each and every action taken by its officers, agents, members and employees prior to the date hereof in furtherance of the purposes of this Resolution and, to the extent not inconsistent herewith, the Original Resolution 2 Section 8. The Original Resolution, as originally adopted, is hereby ratified by the Authority, and shall remain in full force and effect, except as amended hereby. Section 9. This Resolution shall take effect immediately from and after its adoption. PASSED APPROVED and ADOPTED at a regular meeting of the Successor Agency to the former Redevelopment Agency of the City of Azusa on the 21st day of September, 2015. 1/4/4- A,/ /2931^1-t-z- oseph Romero Rocha Chairman ATTEST: i� J; -fry a 'rcre Cornejo, Jr. / Secretary CERTIFICATION I, Jeffrey Lawrence Cornejo Jr., City Clerk of the City of Azusa, do hereby certify that Resolution No. 2015-R22 was duly adopted by the City Council of the City of Azusa, serving as the Successor Agency to the Former Redevelopment Agency, at a regular meeting held on the 21St day of September 2015, by the following vote of the Agency: AYES: AGENCY MEMBERS: GONZALES, CARRILLO, MACIAS, ALVAREZ, ROCHA NOES: AGENCY MEMBERS: NONE ABSENT: AGENCY MEMBERS: NONE J• fr: arfr-,e Cornejo, r / , Secretary APPROVED AS TO FORM: Best B & I ieg , P 71 Legal LLunsel 3 SECRETARY'S CERTIFICATE I, the undersigned Secretary of the Successor Agency of City of Azusa, hereby certify that the foregoing is a full, true and correct copy of Resolution No. 2015-R22 duly adopted at a special meeting of the Successor Agency of said City held on September 21, 2015, of which meeting all of the members of said Board had due notice and at which a majority thereof were present; and that at said special meeting said resolution was adopted by the following vote: AYES: AGENCY MEMBERS: GONZALES, CARRILLO, MACIAS, ALVAREZ, ROCHA NOES: AGENCY MEMBERS: NONE ABSENT: AGENCY MEMBERS: NONE I further certify that I have carefully compared the same with the original minutes of said meeting on file and of record in my office; that the foregoing resolution is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes; and that said resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect. Dated: September 21, 2015 ff/ 7 ince Cornej o, r. j Secretary of the Successor Agency 4 APPROVED yr ' COUNCI MEETI ir44. r AZUSA JOINT COUNCIL/SUCCESSOR AGENCY ITEM G-2 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL, MEMBERS OF THE SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA VIA: TROY L. BUTZLAFF, ICMA-CM, CITY MANAGER FROM: KURT CHRISTIANSEN, AICP DIRECTOR OF ECONOMIC AND COMMUNITY DEVELOPMENT DATE: SEPTEMBER 21, 2015 SUBJECT: RATIFY CITY MANAGER'S DECISION TO DECLARE AN EMERGENCY, DISPENSE WITH BIDDING AND DEMOLISH 809 N DALTON AVENUE, DETERMINE THAT THERE IS A NEED TO CONTINUE SUCH EMERGENCY ACTION, AND APPROVE A LOAN AGREEMENT BETWEEN THE CITY AND SUCCESSOR AGENCY FOR COSTS OF DEMOLITION SUMMARY: The City of Azusa currently owns a vacant property located at 809 N. Dalton Avenue. The property was originally purchased by the former Redevelopment Agency to be part of a larger development project. The structure has been boarded up since it was acquired. Over the past several years the City has had problems with the homeless breaking into the structure. Recently, a fire was started in the structure and was deemed unsafe to inhabit. Because of an immediate health and safety issue, the City Manager declared an emergency and dispensed with the bidding process in order to abate the problem. This action affirms the City Manager's decision and ratifies the contract with GAMA Construction Services, Inc. and approves a loan agreement by and between the City and the Successor Agency for demolition costs. RECOMMENDATIONS: It is recommended that the City Council and Successor Agency each: 1) Approve Resolution No. 2015-053 ratifying the City Manager's decision to declare an emergency, dispense with bidding and enter into a contract with GAMA Contracting Services, Inc. to demolish the building located at 809 N. Dalton Street, and determine that there is a need to continue such emergency action; and 2) Approve a Loan Agreement by and between the City and the Successor Agency for demolition costs. Demolition of 809 N. Dalton Street September 21, 2015 Page 2 DISCUSSION: 809 N. Dalton Avenue ("Property") was formerly owned by the Redevelopment Agency of the City of Azusa ("RDA"). The RDA transferred the Property to the City in March 2011 as repayment for a City loan. The RDA was dissolved on February 1, 2012 pursuant to ABX1 26 (ABX1 26 and AB 1484 collectively referred to as the "Dissolution Law"). Pursuant to Health & Safety Code Section 34167.5, the State Controller's Office ("SCO") conducted an audit of all asset transfers made by the RDA to the City or any other public agency after January 1, 2011 until its dissolution ("SCO Report"). The SCO Report, dated March 4, 2015, determined that the transfer of the Property from the RDA to the City was unauthorized under the Dissolution Law and that the Property must be transferred to the Successor Agency. Neither the City nor the Successor Agency dispute that the Property must be transferred to the Successor Agency. However, this transfer has not yet been completed. The Property includes a house that is severely dilapidated and has been deemed uninhabitable. It has recently come to the attention of the City that the house is an attractive nuisance and has been occupied by transients. Therefore, the City Manager determined that the house must be demolished due to the above health and safety concerns including the presence of asbestos and lead. In the interest of the health and safety of the surrounding properties and the general public, the City Manager, pursuant to prior Council-delegated authority, declared an emergency and on September 1, 2015 entered into a no- bid contract with GAMA Contracting Services, Inc. for the immediate demolition, asbestos and lead abatement of the Property. Such action is authorized under State law and the City's Municipal Code, provided the City Manager brings the item to the City Council at its next available regular meeting so that the Council can ratify his actions, determine that the emergency still exists and find that there is a need to continue the emergency contract. A resolution containing such facts and findings is included with this report as Resolution No. 2015-053. Because the Property is in the process of being transferred to the Successor Agency, the Successor Agency and City have negotiated a loan agreement in which the City agrees to loan to the Successor Agency the cost of the demolition/abatement contract and the Successor Agency agrees to repay the loan to the City upon the Successor Agency's receipt of title to the Property. Demolition of 809 N. Dalton Street September 21, 2015 Page 3 FISCAL IMPACT: Pursuant to the Contract, the cost of demolition, asbestos and lead abatement for the Property is Forty Thousand Six Hundred Fifty Dollars ($40,650). The City will use general funds to pay the Contract pursuant to the Loan Agreement with the Successor Agency. The Successor Agency will repay the amount of the Contract to the City upon receipt of title to the Property in accordance with the terms of the Loan Agreement. Prepared by: Kurt E. Christiansen, AICP Economic and Community Development Director Reviewed and Approved: Troy L. Butzlaff, ICMA-CM City Manager Attachments: 1) Construction Contract with GAMA Construction Services, Inc. 2) Loan Agreement between the City and Successor Agency 3) Resolution No. 2015-053 # 3513I ATTACHMENT 1 CITY OF AZUSA SHORT-FORM CONSTRUCTION CONTRACT DEMOLITION OF 809 N.DALTON AVENUE,AZUSA CALIFORNIA 91702 (ASSESSOR PARCEL No.8608-027-003) 1. PARTIES AND DATE. This Contract is made and entered into this L day of 2015 by and between the City of Azusa, with its principal place of business at 213 E. Foothill Blvd., Azusa CA 91702-1295 ("City") and GAMA Contracting Services, Inc., a Corporation with its principal place of business at 1844 Tyler Avenue, South El Monte California 91733 ("Contractor"). City and Contractor are sometimes individually referred to as "Party" and collectively as "Parties." City and Contractor are sometimes individually referred to as "Party" and collectively as "Parties" in this Contract. 2. RECITALS. 2.1 City. City is a municipal corporation organized under the laws of the State of California, with power to contract for services necessary to achieve its purpose. 2.2 Contractor. Contractor desires to perform and assume responsibility for the provision of certain demolition services required by the City on the terms and conditions set forth in this Contract. Contractor represents that it is experienced in providing demolition services to public clients, that it and its employees or subcontractors have all necessary licenses and permits to perform the Services in the State of California, and that is familiar with the plans of City. 2.3 Project. City desires to engage Contractor to render such services for the demolition, asbestos and lead abatement of the house at 809 North Dalton Avenue. Azusa California (Assessor Parcel No. 8608-027-003) ("Project")and complete removal of all materials and improvements associated with the house from the subject property (other than utility lines as directed by the City Representative), all as more fully set forth in this Contract. 2.4 Project Documents & Certifications. Contractor has obtained, and delivers concurrently herewith, all required insurance documents as required by the Contract. 3. TERMS 3.1 Incorporation of Documents. This Contract includes and hereby incorporates in full by reference the following documents, including all exhibits, drawings, specifications and documents therein, and attachments and addenda thereto: Exhibit A — Proposal. Exhibit B — Certification, Exhibit C-Performance Bond, Exhibit D-Payment Bond, Exhibit E- Allowable Work Hours. 3.2 Contractor's Basic Obligation; Scope of Work. Contractor promises and agrees, at its own cost and expense, to furnish to the Owner all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately complete the Project, including all structures and facilities necessary for the Project or described in the Contract (hereinafter sometimes referred to as the "Work"), for a Total Contract Price as specified pursuant to this Contract. Demolition of 809 N. Dalton Page 2ofz4 All Work shall be subject to, and performed in accordance with the above referenced documents, as well as the exhibits attached hereto and incorporated herein by reference. 3.3 Change in Scope of Work. Any change in the scope of the Work, method of performance, nature of materials or price thereof, or any other matter materially affecting the performance or nature of the Work shall not be paid for or accepted unless such change, addition or deletion is approved in advance and in writing by a valid change order executed by the City. 3.4 Period of Performance and Liquidated Damages. Contractor shall perform and complete all Work under this Contract within 30 calendar days, beginning the effective date of the Notice to Proceed ("Contract Time"). Contractor shall perform its Work in strict accordance with any completion schedule, construction schedule or project milestones developed by the City. Such schedules or milestones may be included as part of Exhibit °A" attached hereto, or may be provided separately in writing to the Contractor. Contractor agrees that if such Work is not completed within the aforementioned Contract Time and/or pursuant to any such completion schedule, construction schedule or project milestones developed pursuant to provisions of the Contract, it is understood, acknowledged and agreed that the City will suffer damage. Since it is impractical and infeasible to determine the amount of actual damage, it is agreed that the Contractor shall pay to the City as fixed and liquidated damages, and not as a penalty, the sum of Five Hundred Dollars ($500.00) per day for each and every calendar day of delay beyond the Contract Time or beyond any completion schedule, construction schedule or Prjeot milestones established pursuant to the Contract. 3.5 Standard of Performance; Performance of Employees. Contractor shall perform all Work under this Contract in a skillful and workmanlike manner, and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the professional calling necessary to perform the Work. Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Work assigned to them. Finally, Contractor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Work, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Contract. As provided for in the indemnification provisions of this Contract, Contractor shall perform, at its own cost and expense and without reimbursement from the City, any work necessary to correct errors or omissions which are caused by the Contractor's failure to comply with the standard of care provided for herein. Any employee who is determined by the City to be uncooperative, incompetent, a threat to the safety of persons or the VVork, or any employee who fails or refuses to perform the Work in a manner acceptable to the City, shall be promptly removed from the Project by thc Contractor and shall not be re-employed on the Work. 3.6 Control and Payment of Subordinates; Contractual Relationship. City retains Contractor on an independent contractor basis and Contractor is not an employee of City. Any additional personnel performing the work governed by this Contract on behalf of Contractor shall at all times be under Contractor's exclusive direction and control. Contractor shall pay all wugcu, salaries, and other amounts due such personnel in connection with their performance under this Contract and as required by law. Demolition of 809 N. Dalton Page 3 of 24 Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, and workers'compensation insurance. 3.7 City's Basic Obligation. City agrees to engage and does hereby engage Contractor as an independent contractor to furnish all materials and to perform all Work according to the terms and conditions herein contained for the sum set forth above. Except as otherwise provided in the Contract, the City shall pay to Contractor, as full consideration for the satisfactory performance by the Contractor of the services and obligations required by this {brtract, the above referenced compensation in accordance with compensation provisions set forth in the Contract. 3.8 Compensation and Payment. 3.3.1 Amount of Compensation. As consideration for performance of the Work required herein, City agrees to pay Contractor the Total Contract Price of Forty Thousand Six Hundred Fifty Dollars ($40,650) ("Total Contract Price") provided that such amount shall be subject to adjustment pursuant to the applicable terms of this Contract or written change orders approved and signed in advance by the City. 3.8.2 Payment of Compensation. If the Work is scheduled for completion in 30 or less calendar days, City will arrange for payment of the Total Contract Price upon completion and approval by City of the Work. If the Work is scheduled for completion in more than 30 calendar days, City will pay Contractor on a monthly basis as provided for herein. On or before the fifth (5th) day of each month, Contractor shall submit to the City an itemized application for payment in the format supplied by the City indicating the amount of Work completed since commencement of the Work or since the last progress payment. These applications shall be supported by evidence which is required by this Contract and such other documentation as the City may require. The Contractor shall certify that the Work for which payment is requested has been done and that the materials listed are stored where indicated. Contractor may be required to furnish a detailed schedule of values upon request of the City and in such detail and form as the City shall request, showing the quantities, unit prices, overhead, proOt, and all other expenses involved in order to provide a basis for determining the amount of progress payments. City shall review and pay all progress payment requests in accordance with the provisions set forth in Section 20104.50 of the California Public Contract Code. No progress payments will be made for Work not completed in accordance with this Contract. 3.8.3 Contract Retentions. From each approved progress estimate, ten percent (10%) will be deducted and retained by the City, and the remainder will be paid to Contractor. All Contract retainage shall be released and paid to the Contractor and subcontractors pursuant to California Public Contract Code Section 7107. 3.8.4 Other Retentions. In addition to Contract retentions. the City may deduct from each progress payment an amount necessary to protect City from loss because of: (1) liquidated damages which have accrued as of the date of the application fb for payment; (2) any sums expended by the City in performing any of Contractor's obligations under the Contract which Contractor has failed to perform or has performed inadequately; (3) defective Work not remedied; (4)stop notices as allowed by state law; Demolition of S09 N. Dalton Page 4 of 24 (5) Reasonable doubt that the Work can be completed for the unpaid balance of the Total Contract Price or within the scheduled completion date; (6) unsatisfactory prosecution of the Work by Contractor; (7) unauthorized deviations from theContract; (8) failure of the Contractor to maintain or submit on a timely basis proper and sufficient documentation as required by the Contract or by City during the prosecution of the Work; (9) erroneous or false estimates by the Contractor of the value of the Work performed; (10) any sums representing expenses, losses, or damages as determined by the City, incurred by the City for which Contractor is liable under the Contract; and (11) any other sums which the City is entitled to recover from Contractor under the terms of the Contract or pursuant to state , including Section 1727 of the California Labor Code. The failure by the City to deduct any of these sums from a progress payment shall not constitute a waiver of the City's right to such sums. 3.8.5 Substitutions for Contract Retentions. In accordance with California Public Contract Code Section 22300, the City will permit the substitution of securities for any monies withheld by the City to ensure performance under the Contract. At the request and expense of the Contractor, securities equivalent to the amount withheld shall be deposited with the City, or with a state or federally chartered bank in California as the escrow agent, and thereafter the City shall then pay such monies to the Contractor as they come due. Upon on satisfactory completion of the Contract, the securities shall be returned to the Contractor. For purposes of this Section and Section 22300 of the Public Contract Code, the term "satisfactory completion of the oontrmct" shall mean the time the City has issued written final acceptance of the Work and filed a Notice of Completion as required by law and provisions of this Contract. The Contractor shall be the beneficial owner of any securities substituted for monies withheld and shall receive any interest thereon. The escrow agreement used for the purposes of this Section shall be in the form provided by the City. 3.8.6 Payment to Subcontractors. Contractor shall pay all subcontractors for and on account of work performed by such subcontractors in accordance with the terms of their respective subcontracts and as provided for in Section 10262 of the California Public Contract Code, Such payments to subcontractors shall be based on the measurements and estimates made and progress payments provided to Contractor pursuant to this Contract. 3.8.7 Title to Work. As security for partial, progress, or other payments, title to Work for which such payments are made shall pass to the City at the time of payment. To the extent that title has not previously been vested in the City by reason of payments, full title shall pass to the City at delivery of the Work at the destination and time specified in this Contract. Such transferred title shall in each case be good, free and clear from any and all security interests, liens, or other encumbrances. Contractor promises and agrees that it will not pledge, hypothecate, or otherwise encumber the items in any manner that would result in any lien, security interest, charge, or claim upon or against said items. Such transfer of title shall not imply acceptance by the City, nor relieve Contractor from the responsibility to strictly comply with the Contract, and shall not relieve Contractor of responsibility for any loss of or damage to items. 3.9 Termination. This Contract may be terminated by City at any time by giving Contractor three (3) days advance written notice. In the event of termination by City for any reason other than the fault of Contractor, City shall pay Contractor for all Work performed up to that time as provided herein. Demolition of 809 N. Dalton Page 5of24 hl the event of breach of the Contract by Contractor, City may terminate the Contract immediately without notice, may reduce payment to the Contractor in the amount necessary to offset City's resulting damages, and may pursue any other available recourse against Contractor. Contractor may not terminate this Contract except for cause. In the event this Contract is terminated in whole or in part as provided, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. Further, if this Contract is terminated as provided, City may require Contractor to provide all finished or unfinished documents, data,diagrams, drawings, materials or other matter prepared or built by Contractor in connection with its performance of this Contract. 3.10 Completion of Work. When the Contractor determines that it has completed the Work required herein, Contractor shall so notify City in writing and shall furnish all labor and material releases required by this Contract. City shall thereupon inspect the Work. If the Work is not acceptable to the City, the City shall indicate to Contractor in writing the specific portions or items of Work which are unsatisfactory or incomplete. Once Contractor determines that it has completed the incomplete or unsatisfactory Work, Contractor may request a reinspection by the City. Once the Work is acceptable to City, City shall pay to Contractor the Total Contract Price remaining to be paid, less any amount which City may be authorized or directed by law to retain. Payment of retention proceeds due to Contractor shall be made in accordance with Section 7107 of the California Public Contract Code. 3.1 I City's Representative. The City hereby designates Robert Keyes, or his designee, to act as its representative for the performance of this Contract ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Contractor shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.12 Contractor's Representative. Before starting the Work, Contractor shall submit in writing the name, qualifications and experience of its proposed representative who shall be subject to the review and approval of the City ("Contractor's Representative"). Following approval by the City, the Contractor's Representative shall have full authority to represent and act on behalf of the Contractor for all purposes under this Contract. The Contractor's Representative shall supervise and direct the Work, using his best skill and attention, and shall be responsible for all construction means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Work under this Contract. Contractor's Representative shall devote full time to the Project and either he or his designee, who shall be acceptable to the City, shall be present at the Work site at all times that any Work is in progress and at any time that any employee or subcontractor of Contractor is present at the Work site. Arrangements for responsible supervision, acceptable to the City, shall be made for emergency Work which may be required. Should Contractor desire to change its Contractor's Representative, Contractor shall provide the information specified above and obtain the City's written approval. 3.13 Contract Interpretation. Should any question arise regarding the meaning or import of any of the provisions of this Contract or written or oral instructions from City, the matter shall be referred to City's Representative, whose decision shall be binding upon Contractor. Demolition of 809 N. Dalton Page 6 of 24 3.14 Loss and Damage. Contractor shall be responsible for all loss and damage which may arise out of the nature of the Work agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Work until the same is fully completed and accepted by City. However, Contractor shall be responsible for damage proximately caused by Acts of God,within the meaning of Section 4150 of the California Government Code, only to the extent of five percent (5%)of the Total Contract Price as specified herein. In the event of damage proximately caused by "Acts of God," the City may terminate this Contract upon three (3) days advanced written notice. 3.15 Indemnification. Contractor shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any acts, omissions or willful misconduct of Contractor, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Work or this Contract, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Contractor shall defend, at Contractor's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials officers, employees, agents or volunteers. Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Contractor shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. 3.16 Insurance. 3.16.1 Time for Compliance. Contractor shall not commence Work under this Contract until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. 3.16.2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work hereunder by the Contractor, its agents, representatives, employees or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Contract. Such insurance shall meet at least the following minimum levels of coverage: Demolition of 809 N.Dalton Page 7 of 24 3.16.2.1 Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); (3) Workers' Compensation and Employers' Liability: Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance; and (4) Builders%111 Risk: Builders'/All Risk insurance covering for all risks of loss, including explosion, collapse, underground excavation and removal of lateral support (and including earthquakes and floods if requested by the City). 3.16.2.2 Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Contract/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; (3) Workers'Compensation and Employer's Liability: Workers' compensation limits as required by the Labor Code of the State of California. Employers Liability limits of $1,000,000 per accident for bodily injury or disease; and (4) Builders'Mil Risk: Completed value of the project. 3.16.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies: 3.16.3.1 General Liability. (1) The City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the Work or operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it. 3.16.3.2 Automobile Liability. (1) The City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. Demolition of 809 N. Dalton Page 8 of 24 3.16.3.3 Workers' Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Contractor. 3.16.3.4 All Coverages. Each insurance policy required by this Contract shall be endorsed to state that: (1) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors,officials, officers, employees, agents and volunteers. 3.16.4 Builders'/All Risk Policy Requirements. The builders'/all risk insurance shall provide that the City be named as loss payee. In addition, the insurer shall waive all rights of subrogation against the City. 3.16.5 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers. 3.16.6 Professional Liability Insurance. All architects, engineers, consultants or design professionals retained by Contractor shall also procure and maintain, for a period of five (5) years following completion of the Contract, errors and omissions liability insurance with a limit of not less than $1,000,000 per occurrence. This insurance shall name the City, its directors, officials, officers, employees, agents and volunteers as additional and insureds with respect to Work performed, and shall otherwise comply with all requirements of this Section. 3.16.7 Deductibles and Self-Insurance Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self- insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or(2)the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 3.16.8 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VII, licensed to do business in California, and satisfactory to the City. 3.16.9 Verification of Coverage. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Contract on forms satisfactory to the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms supplied or approved by the City. All certificates and endorsements must be received and approved by the City before the contract is approved by City. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. Demolition of 809 N. Dalton Page 9 of 24 3.16.10 Subcontractors. All subcontractors shall meet the requirements of this Section before commencing Work. In addition, Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 3.17 Bond Requirements. 3.17.1 Payment Bond. If required by law or otherwise specifically requested by City, Contractor shall execute and provide to City concurrently with this Contract a Payment Bond in an amount required by the City and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the City. 3.17.2 Performance Bond. If specifically requested by City. Contractor shall execute and provide to City concurrently with this Contract a Performance Bond in an amount required by the City and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until the bond has been received and approved by the City. 3.17.3 Bond Provisions. Should, in City's sole opinion, any bond become insufficient or any surety be found to be unsatisfactory, Contractor shall renew or replace the effected bond within (ten) 10 days of receiving notice from City. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty (30) days prior written notice shall be given to the City, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds. No further payments shall be deemed due or will be made under this Contract until any replacement bonds required by this Section are accepted by the City. To the extent, if any, that the Total Contract Price is increased in accordance with the Contract, the Contractor shall, upon request of the City, cause the amount of the bond to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the City. To the extent available, the bonds shall further provide that no change or alteration of the Contract (including, without limitation, an increase in the Total Contract Price. as referred to above), extensions of time, or modifications of the time, terms, or conditions of payment to the Contractor, will release the surety. If the Contractor fails to furnish any required bond, the City may terminate the Contract for cause. 3.17.4 Surety Qualifications. Only bonds executed by an admitted surety insurer, as defined in California Code of Civil Procedure Section 995.120, shall be accepted. The surety must be a California-admitted surety with a current A.M. Best's rating no less than A:VII and satisfactory to the City. If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the City. 3.18 Safety. Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. Contractor shall comply with the requirements of the specifications relating to safety measures applicable in particular operations or kinds of work. In carrying out its Work, the Contractor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the Work and the conditions under which the Work is to be performed. Demolition of 809 N. Dalton Page 10 of 24 Safety precautions as applicable shall include, but shall not be limited to, adequate life protection and life saving equipment; adequate illumination for underground and night operations; instructions in accident prevention for all employees, such as machinery guards, safe walkways, scaffolds, ladders, bridges, gang planks, confined space procedures, trenching and shoring, fail protection and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and adequate facilities for the proper inspection and maintenance of all safety measures. Furthermore, Contractor shall prominently display the names and telephone numbers of at least two medical doctors practicing in the vicinity of the Project, as well as the telephone number of the local ambulance service, adjacent to all telephones at the Project site. 3.19 Warranty. Contractor warrants all Work under the Contract (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the Work) to be of good quality and free from any defective or faulty material and workmanship. Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Contract or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the Work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the City of any defect in the Work or non-conformance of the Work to the Contract, commence and prosecute with due diligence all Work necessary to fulfill the terms of the warranty at its sole cost and expense. Contractor shall act sooner as requested by the City in response to an emergency. In addition, Contractor shall, at its sole cost and expense, repair and replace any portions of the Work (or work of other contractors) damaged by its defective Work or which becomes damaged in the course of repairing or replacing defective Work. For any Work so corrected, Contractor's obligation hereunder to correct defective Work shall be reinstated for an additional one year period, commencing with the date of acceptance of such corrected Work. Contractor shall perform such tests as the City may require to verify that any corrective actions, including, without limitation, redesign, repairs, and replacements comply with the requirements of the Contract. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor. All warranties and guarantees of subcontractors, suppliers and manufacturers with respect to any portion of the Work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees, if necessary, on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Contract, to the reasonable satisfaction of the City, the City shall have the right to correct and replace any defective or non-conforming Work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense. Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand. 3.20 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Contract or the Work, including all Cal/OSHA requirements, and shall give all notices required by law. Contractor shall be liable for all violations of such laws and regulations in connection with Work. Demolition of 809 N. Dalton Page 11 of 24 If the Contractor observes that the drawings or specifications are at variance with any law, rule or regulation, it shall promptly notify the City in writing. Any necessary changes shall be made by written change order. If the Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, the Contractor shall be solely responsible for all costs arising therefrom. Contractor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Contract, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. Contractor is aware of the facts surrounding the entering into of this Contract and fully waives any claim, whether known or unknown, whether based on contract, quasi-contract, quantum meruit, or otherwise, that Contractor might otherwise be entitled to assert based on any imperfection or defect in the process leading up to the award of this Contract. 3.21 Permits and Licenses. Contractor shall be responsible for securing City permits and licenses necessary to perform the Work described herein, including, but not limited to, a City Business License. While Contractor will not be charged a fee for any City permits, Contractor shall pay the City's applicable business license fee. 3.22 Trenching Work. If the Total Contract Price exceeds $25,000 and if the Work governed by this Contract entails excavation of any trench or trenches five (5) feet or more in depth, Contractor shall comply with all applicable provisions of the California Labor Code, including Section 6705. To this end, Contractor shall submit for City's review and approval a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches. If such plan varies from the shoring system standards, the plan shall be prepared by a registered civil or structural engineer. 3.23 Hazardous Materials and Differing Conditions. As required by California Public Contract Code Section 7104, if this Contract involves digging trenches or other excavations that extend deeper than four(4) feet below the surface, Contractor shall promptly, and prior to disturbance of any conditions, notify City of: (1) any material discovered in excavation that Contractor believes to be a hazardous waste that is required to be removed to a Class I, Class II or Class III disposal site; (2) subsurface or latent physical conditions at the site differing from those indicated by City; and (3) unknown physical conditions of an unusual nature at the site, significantly different from those ordinarily encountered in such contract work. Upon notification, City shall promptly investigate the conditions to determine whether a change order is appropriate. In the event of a dispute, Contractor shall not be excused from any scheduled completion date and shall proceed with all Work to be performed under the Contract, but shall retain all rights provided by the Contract or by law for making protests and resolving the dispute. 3.24 Underground Utility Facilities. To the extent required by Section 4215 of the California Government Code, City shall compensate Contractor for the costs of: (1) locating and repairing damage to underground utility facilities not caused by the failure of Contractor to exercise reasonable care; (2)removing or relocating underground utility facilities not indicated in the construction drawings; and (3) equipment necessarily idled during such work. Contractor shall not be assessed liquidated damages for delay caused by failure of City to provide for removal or relocation of such utility facilities. Demolition of 809 N.Dalton Page 12 of 24 3,25 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1770 et seq., which requires the payment of prevailing wage rates and the performance of other requirements on "public works contracts." If this is a "public works contract" pursuant to the California Labor Code and if the Total Contract Price is $1,000 or more, Contractor agrees to pay such prevailing rates to each workman needed to execute the Work and further agrees to comply with the penalty provisions of Section 1775 of the California Labor Code in the event of its failure to pay prevailing rates. Copies of the prevailing rate of per diem wages for each craft, classification or type of worker needed to execute this Contract shall be made available to interested parties upon request, and shall be posted at the Project site. Contractor agrees to defend, indemnify and hold City, its officials, directors, officers, employees, agents and volunteers free and harmless, pursuant to the indemnification provisions of this Contract, from any claim or liability arising out of any failure or alleged failure to comply with these provisions of the California Labor Code. 3.26 Apprenticeable Crafts. When Contractor employs workmen in an apprenticeable craft or trade, Contractor shall comply with the provisions of Section 1777.5 of the California Labor Code with respect to the employment of properly registered apprentices upon public works. The primary responsibility for compliance with said section for all apprenticeable occupations shall be with Contractor. 3.27 Hours of Work. Contractor is advised that eight(8) hours labor constitutes a legal day's work. Pursuant to Section 1813 of the California Labor Code, Contractor shall forfeit a penalty of$25.00 per worker for each day that each worker is permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week, except when payment for overtime is made at not less than one and one-half(1-1/2) times the basic rate for that worker. 3.28 Payroll Records. In accordance with the requirements of California Labor Code Section 1776, Contractor shall keep accurate payroll records which are either on forms provided by the Division of Labor Standards Enforcement or which contain the same information required by such forms. Responsibility for compliance with California Labor Code Section 1776 shall rest solely with Contractor, and Contractor shall make all such records available for inspection at all reasonable hours. 3.29 Contractor's Labor Certification. By its signature hereunder, Contractor certifies that he is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Work. A certification form for this purpose, which is attached to this Contract as Exhibit "B" and incorporated herein by reference, shall be executed simultaneously with this Contract. 3.30 Labor and Material Releases. Contractor shall furnish City with labor and material releases from all subcontractors performing work on, or furnishing materials for, the work governed by this Contract prior to final payment by City. Demolition of 809 N.Dalton Page 13 of 24 3.31 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 3.32 Anti-Trust Claims. This provision shall be operative if this Contract is applicable to California Public Contract Code Section 7103.5. In entering into this Contract to supply goods, services or materials, the Contractor hereby offers and agrees to assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Section 15) or under the Cartwright Act (Chapter 2, commencing with Section 16700, of Part 2 of Division 7 of the Business and Professions Code) arising from purchases of goods, services, or materials pursuant to the Contract. This assignment shall be made and become effective at the time the City tender final payment to the Contractor,without further acknowledgment by the Parties. 3.33 Notices. All notices hereunder and communications regarding interpretation of the terms of the Contract or changes thereto shall be provided by the mailing thereof by registered or certified mail, return receipt requested, postage prepaid and addressed as follows: City Contractor City of Azusa GAMA Contracting Services, Inc. 213 E. Foothill Blvd. 1844 Tyler Avenue Azusa, California 91702-1295 South El Monte, California 91733 Attn: Robert Keyes Attn: Mike Gomez Fax: (626) 812-5200 Fax: (626)442-7204 Any notice so given shall be considered received by the other Party three(3)days after deposit in the U.S. Mail as stated above and addressed to the Party at the above address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.34 Entire Contract; Modification. This Contract contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Contract may only be modified by a writing signed by both Parties. 3.35 Time of Essence. Time is of the essence in the performance of this Contract. 3.36 Assignment Forbidden. Contractor shall not, either voluntarily or by action of law, assign or transfer this Contract or any obligation, right, title or interest assumed by Contractor herein without the prior written consent of City. If Contractor attempts an assignment or transfer of this Contract or any obligation, right, title or interest herein, City may, at its option, terminate and revoke the Contract and shall thereupon be relieved from any and all obligations to Contractor or its assignee or transferee. Demolition of 809 N. Dalton Page 14 of 24 3.37 Governing Law. This Contract shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.38 Counterparts. This Contract may be executed in counterparts, each of which shall constitute an original. 3.39 Successors. The Parties do for themselves, their heirs, executors, administrators, successors, and assigns agree to the full performance of all of the provisions contained in this Contract. 3.40 Attorneys' Fees. If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Contract, the prevailing Party in such action shall be entitled to have and recover from the losing Party reasonable attorneys' fees and all other costs of such action. 3.41 Claims of$375,000 or Less. Notwithstanding any other provision herein, claims of$375,000 or less shall be resolved pursuant to the alternative dispute resolution procedures set forth in California Public Contract Code §§ 20104, et seq. 3.42 Prohibited Interests. 3.42.1 Solicitation. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Contract. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, City shall have the right to terminate this Contract without liability. 3.42.2 Conflict of Interest. For the term of this Contract, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Contract, or obtain any present or anticipated material benefit arising therefrom. 3.43 Certification of License. Contractor certifies that as of the date of execution of this Contract, Contractor has a current contractor's license of the classification indicated below under Contractor's signature. Demolition of 809 N.Dalton Page 15 of 24 IN WITNESS WHEREOF, each of the Parties has caused this Contract to be executed on the day and year first above written. CITY OF AZUSA, GAMA Contracting Services, Inc. a California municipal corporation a corporation / --- By: i 4 By: .,- ,--- -- /Troyi. Butzlall ICMA-CA • iruena , City Ma age AMA Contracting Services, Inc. Attest: Attest: dr, , 4,..- dir 1-1,z+t A_El 66 i-tc,-2:421-114/1/4tfieet ,it 4, Print Name and Title Approved as to form: Classification of Contractor's License Best Bes & KriitegerL P'----1 1 City Atto ney Demolition of 809 N.Dalton Page 16 of 24 EXHIBIT r"Arr PROPOSAL GA1%IIIICONTRACTING 1 si4 Tyler Ate. SERVICES,INC. S uthLIMote.Cl,917_3 (�'ev i/CrKdrot/ink r 44'-7_Ixt Fax 4_u-4-L_-7'a4 G.rrntr>mirrrod it/I•Hi.dunnr,V n It rV C31.1 7t i1I n !len-3,C'_I..\SR.Ii A,'. LC'S i1 P943 Rl V1SEf)PROPOSAL. Project r5 5131R2 August 20,2015 CLIENT PROJECT Ps-FOR\iVrlcCd Attention.Robb Keys Azusa lions::Demolition K Abatement City of Ansa 809 North Dalton As e. 213 E.Foothill BIN d, Azusa CA 91702 Azusa,CA 91702 Phone: 626-812-5293 (i.A\f 1 Contracting Services.Inc.is pleased to offer the billowing proposal or the demolition rte vices at thc aha c-retercnc d site. SCOPE OF WORK Demolition_ Lahestos and Lead.Abatement of one Ilouse.Include;:Removal and disposal mall asbestos materials.stabilization and disposal of all lead bass.pantul materials.dcxnulislt and dispoic ofhet'sc root: framing,subfoor,sono;t.basement and foundation,Lecalc and install semer cap.All test results and waste manifests documentation will be provided to the City or lzusa, Note:Payment and Performance Bond Included PROPOSAL AMOUNT: S-10,650.00 Option:Includes Third Par)'Monitoring Clearance Test......................................113D:S500.00 The time needed for completion of this project shall be SEVAN working day(ur Proposal ie based on the wm'k being performed in ONE phase(s)and ONE mobiliralion(st. SCA(?\LI)requites a 14-day notification period. Proposal includes: Ill labor,maternal and equipment necessary to perli>mi coupe of work as defined above All tweets gill he NI tormed ax per all local,State.and federal I(egulationc. (iL Inommcs Coverage of S I M'SIM and WC lnserar:c Coverage cF Sl!o9 SI'1(,)t.III\,dtli'limn f e,pre'.ithngsi i crates, Proposal excludes: Anv unEsrc,cen conditions.third party consultant fees. replacement of removed components advagc for cthcn,bonds,permits city waste hauling franchise fes.traffic centre,site security, pedestrian protection,sidewalk closure permit,importing or c'.l'.xtirtg of soil.fooling backfill, fencing,sand hags,erosion control,soil completion,de:sntcring.lay-out,shoring bracing, disconnect relocate utilities,mechanical,electrical,plumbing demo.any items or s r.ices not specifidly included in the scope of work. Client responsible for: Providing adequate staging ar r.r for vehicle':,material storage,and'A:J.e bin Pros Kling wales.:leclricity and sanittey raeilutos. Prior removal or all obstruction:;from work areas OA\LA Contracting Ser.ices. Inc. retains all salvage rights. 'l'ER\IS:Payment due upon completion el work. THIS PROPOSAL IS VALID I'OR 31)DAYS Respectfully Subr iitied by, Michael(.orv,z 1)Xl'ld Accepted By D ciF. if) Demolition of 809 N. Dalton Page 17 of 24 EXHIBIT"B" CERTIFICATION LABOR CODE - SECTION 1861 I, the undersigned Contractor, am aware of the provisions of Section 3700 et seq. of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of the Code, and I,the undersigned Contractor, agree to and will comply with such provisions before commencing the performance of the Work on this Contract. GAMA Contracting Ser I C. By: 4-�� o - i uenas 'resident Bond: 0596534 Demolition of 809 N.Dalton Page 18 of 24 Premium: $(,016.00 Premium is for the contract EXHIBIT "C" term and is subject to adjustment based on final PERFORMANCE BOND contract price FOR 809 N. DALTON AVENUE KNOW ALL PERSONS BY THESE PRESENTS: THAT WHEREAS, the City of Azusa (hereinafter referred to as "City") has awarded to GAMA Contracting Service, Inc. (hereinafter referred to as the "Contractor") a contract for demolition and abatement of all lead and asbestos of the house located at 809 North Dalton Avenue in the City of Azusa(hereinafter referred to as the"Project"). WHEREAS, the work to be performed by the Contractor is more particularly set forth in the Contract Documents for the Project dated . (hereinafter referred to as "Contract Documents"), the terms and conditions of which are expressly incorporated herein by reference; and WHEREAS, the Contractor is required by said Contract Documents to perform the terms thereof and to furnish a bond for the faithful performance of said Contract Documents. NOW, THEREFORE, we, Gamma Contracting Services, Inc., the undersigned Contractor and International Fidelity Insurance Company as Surety, a corporation organized and duly authorized to transact business under the laws of the State of California,are held and firmly bound unto the City in the sum of Forty Thousand Six Hundred Fifty Dollars($40,650), said sum being not less than one hundred percent (100%) of the total amount of the Contract, for which amount well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns,jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH, that, if the Contractor, his or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and agreements in the Contract Documents and any alteration thereof made as therein provided, on its part, to he kept and performed at the time and in the manner therein specified, and in all respects according to their intent and meaning; and shall faithfully fulfill all obligations including the one-year guarantee of all materials and workmanship; and shall indemnify and save harmless the City, its officers and agents,as stipulated in said Contract Documents,then this obligation shall become null and void; otherwise it shall be and remain in full force and effect. As a part of the obligation secured hereby and in addition to the face amount specified therefore, there shall be included costs and reasonable expenses and fees including reasonable attorney's fees, incurred by City in enforcing such obligation. As a condition precedent to the satisfactory completion of the Contract Documents, unless otherwise provided for in the Contract Documents, the above obligation shall hold good for a period of one (1) year after the acceptance of the work by City, during which time if Contractor shall fail to make full, complete, and satisfactory repair and replacements and totally protect the City from loss or damage resulting from or caused by defective materials or faulty workmanship, The obligations of Surety hereunder shall continue so long as any obligation of Contractor Demolition of 809 N. Dalton Page 19 of 24 remains. Nothing herein shall limit the City's rights or the Contractor or Surety's obligations under the Contract, law or equity, including, but not limited to, California Code of Civil Procedure section 337.15. Whenever Contractor shall be, and is declared by the City to be, in default under the Contract Documents, the Surety shall remedy the default pursuant to the Contract Documents, or shall promptly,at the City's option: (I) Take over and complete the Project in accordance with all terms and conditions in the Contract Documents; or (2) Obtain a bid or bids for completing the Project in accordance with all terms and conditions in the Contract Documents and upon determination by Surety of the lowest responsive and responsible bidder, arrange for a Contract between such bidder, the Surety and the City, and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term "balance of the contract price" as used in this paragraph shall mean the total amount payable to Contractor by the City under the Contract and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents. (3) Permit the City to complete the Project in any manner consistent with California law and make available as work progresses sufficient funds to pay the cost of completion of the Project, less the balance of the contract price, including other costs and damages for which Surety may be liable. The term "balance of the contract price" as used in this paragraph shall mean the total amount payable to Contractor by the City under the Contract and any modification thereto, less any amount previously paid by the City to the Contractor and any other set offs pursuant to the Contract Documents. Surety expressly agrees that the City may reject any contractor or subcontractor which may be proposed by Surety in fulfillment of its obligations in the event of default by the Contractor. Surety shall not utilize Contractor in completing the Project nor shall Surety accept a bid from Contractor for completion of the Project if the CITY, when declaring the Contractor in default, notifies Surety of the City's objection to Contractor's further participation in the completion of the Project. The Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract Documents or to the Project to be performed thereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of any such change,extension of time,alteration or addition to the terms of the Contract Documents or to the Project. Demolition of 809 N.Dalton Page 20 of 24 IN WITNESS WHEREOF, we have hereunto set our hands and seals this 31 day of August 200 15. GAMA Contracting Services. Inc. CONTRACTOR/PRI By 5 �L'ctVr� SURETY: International Fidelity Insurance Company By: ' 1C.i adeir Attorney-In-Fact Marta Collett. The rate of premium on this bond is $25.00 per thousand. The total amount of premium charges, $1,01600 _ (The above must be filled in by corporate attorney.) THIS IS A REQUIRED FORM Any claims under this bond may be addressed to: (Name and Address of Surety) International Fidelity Insurance Company_ 2999 Oak Road #820 Walnut Creek,CA 94597 (Name and Address of Agent or Representative for service of process in California, if different from above) (Telephone number of Surety and (925) 658-9252 Agent or Representative for service of process in California Tel(973)624-7200 POWER OF ATTORNEY INTERNATIONAL FIDELITY INSURANCE COMPANY ALLEGHENY CASUALTY COMPANY ONE NEWARK CENTER,20TH'FLOOR NEWARK,NEW JERSEY 07102-5207 KNOW ALL MEN BY THESE PRESENTS: That INTERNATIONAL FIDELITY INSURANCE COMPANY,a corporation organized and existing under the laws of the State of New Jersey, and ALLEGHENY CASUALTY COMPANY a corporation organized and existing under the laws of the State of Pennsylvania,having their principal office in the City of Newark,New Jersey,do hereby constitute and appoint PAUL JEFFREY HERING, RICHARD HALLETT, AIDAN SMOCK, KATHLEEN VANDERSLICE, TIMOTHY MCCLELLAN, MARTA COLLETT San Diego,CA. their true and lawful attorney(s)-in-fact to execute,seal and deliver for and on its behalf as surety,any and all conds and undertakings,contracts of indemnity and other writings obligatory in the nature thereof, which are or may be allowed,required or permitted by law;statute,rule,regulation,contract or otherwise and the execution of such instnament(st in pursuance of these presents,shall be as binding upon the said INTERNATIONAL FIDELITY INSURANCE COMPANY and ALLEGHENY CASUALTY COMPANY, as fully and amply, to all.intents and purposes,as if the same had been duly executed and acknowledged by their regularly elected officers at their principal offices. This Power of Attorneyis executed,and may be revoked, pursuant to and by authority of the By-Laws of INTERNATIONAL FIDELITY INSURANCE ofOINTERNATiONAL ALLEGHENY TY INSURANCE COMPAYNY at a meeting dulyrt and obnythe authority day of July,20180 andbythe Boa d ofyDi ecto s of ALLEIGHENY CASUALTY COMPANY at a meeting duly held on the 15th day of August,2000: "RESOLVED,that (1)the President,Vice President,Chief Executive Officer or Secretary of the Corporation shall have the power to appoint,and to revoke the appointments of,Attorneys-in-Fact or agents with power and authority as defined or limited in their respective powers of attorney,and to execute on behalf or the Corporation and affix the Corporation's seal thereto,bonds,undertakings, recognizances, contracts of indemnity and other written obligations in the nature thereof or related thereto; and(2)any such Officers of tie Corporation may appoint and revoke the appointments of joint-control custodians agents for acceptance of process,and Attorneys-in-fact with authority to execute waivers and consents on behalf of the Corporation;and (3)the signature of any such Officer of the Corporation and the Corporations seal may be affixed by facsimile to any power of attorney or certification given for the execution of any bond,undertaking,recognizance contract of indemnity or other written obligation in the nature thereof or related thereto,such signature and seals when so used whether heretofore or Hereafter, being hereby adopted by the Corporation as the original signature of such officer and the original seal of the Corporation,to be valid and binding upon the.Corporation with the same force and effect as though manually affixed" IN WITNESS WHEREOF, INTERNATIONAL FIDELITY INSURANCE COMPANY and ALLEGHENY CASUALTY COMPANY have each executed and attested these presents on this 22nd day of July,2014 ,,sQI. d4(4 STATE OF NEW JERSEY r County of Essex „ tan ' ^` `, o >t SEAL p yZ _-,,� isas 936t, Mit ROBERT W.MINSTER'Pt + (hS Chief Executive Officer International Fideli / Insurance Company)and President(Allegheny NNSYLVA Casualty Company) - On this 22nd day of July 2014, before me came the individual who executed the preceding instrument,to me personally known,and, being by me duly sworn, said he is the therein described and authorized officer of INTERNATIONAL FIDELITY INSURANCE COMPANY and ALLEGHENY CASUALTY COMPANY; that the seals affixed to said instrument are the Corporate Seals of said Companies;that the said Corporate Seals and his signature were duly affixed by order of the Boards of Directors of said Companies IN TESTIMONY WHEREOF, I have hereunto set my hand affixed my Official Seal, ,�``GSITY C'4li� at the City of Newark,New Jersey the day and year first above written. • .•��ssi0;y .�, :U N(1TTPe at j1114‘;g7 Y * PUOLIC h qj, ;e16.yneo.•2st,.2°4- A NOTARY PUBLIC OF NEW JERSEY tr "' ',`, """""" My Commission Expires April 16,2010 .� '"P NEW `�,` CERTIFICATION I,the undersigned officer of INTERNATIONAL FIDELITY INSURANCE COMPANY andALLEGHENY CASUALTY COMPANY do hereby certify that I have compared the foregoing copy of the Power of Attorney and affidavit,and the copy of the Sections of the By-Laws of said Companies as set forth in said Power of Attorney, with the originals on file in the home office of said companies, and that the same are correct transcripts thereof,and of the whole of the said originals,and that the said Power of Attorney has not been revoked and is now in full force and effect. IN TESTIMONY WHEREOF, I have hereunto set my hand this day of AUG 3 1 2015 MARIA BRANCO,Assistant Secretary II Es CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT _it A notary public or other officer completing this certificate verifies only the identity of the individual who signed the Isl document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. I STATE OF CALIFORNIA i� County of San Diego _ 1 II; On AUG 3 1 2015 before me, A. Smock Notary Public, 1 11 Date Insert Name of Notary exactly as it appears on the official seal li i personally appeared Marta Collett li, It Names)of Signer(s) I I Il: who proved to me on the basis of satisfactory evidence to Ii be the persons) whose namefs) isles subscribed to the ,, �, within instrument and acknowledged to me that kte/she/ttley �I •"'^^,,5m+w•. .,,,,,,:; executed the same in I4le/her/t4eir authorized capacity(ies), o , A. SMOCK and that by 1at1fher/ttceir signature(s) on the instrument the fe tt: COMM.#2019972 ti person(e), or the entity upon behalf of which the person(s) , =�.•. NOTARY PUBLIC•CALIFORNIA; acted,executed the instrument. L'-' f� SAN DIEGO COUNTY ? '"rynxx„g.SmprCS Apr 14,2017 { I+xv.,,,, '2�,,v, I certify under PENALTY OF PERJURY under the laws of � the State of California that the foregoing paragraph is true and correct. "I Witness my hand and official seal. 11 Signature • c-614-A,01II� Place Notary Seal Above Signature of Notary Public A. Smock OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of the form to another document. Description of Attached Document Title or Type of Document: • • Document Date: _-A Number of Pages: __ Signer(s)Other Than Named Above: I li Capacity(ies)Claimed by Signer(s) Signer's Name: _ Signer's Name: fir ❑ Individual ❑ Individual ❑ Corporate Officer—Title(s): I=ICorporate Officer—Title(s): Il ❑ Partner ❑Limited ❑General El Partner ❑Limited Li General li ❑ Attorney in Fact RIGHT THUMBPRINT ❑ Attorney in Fact RIGHT THUMBPRINT li ❑ Trustee OF SIGNER ❑ Trustee OF SIGNER ❑ Guardian or Conservator Top of thumb here 0 Guardian or Conservator Top of thumb here ill 0 Other: ❑ Other: Signer is Representing: Signer is Representing: Demolition of 809 N.Dalton Page 22 of 24 Bond: 0596534 Premium: included in Performance Bond ATTACHMENT"D" PAYMENT BOND KNOW ALL MEN BY THESE PRESENTS That WHEREAS, the City of Azusa (hereinafter designated as the "City"), has awarded to GAMA Contracting Services Inc. hereinafter designated as the "Principal," a contract for the work described as follows: demolition and abatement of all lead and asbestos of the house located at 809 North Dalton Avenue (the"Project");and WHEREAS, said Principal is required to furnish a bond in connection with said contract; providing that if said Principal or any of its Subcontractors shall fail to pay for any materials, provisions, provender, equipment, or other supplies used in, upon, for or about the performance of the work contracted to be done, or for any work or labor done thereon of any kind, or for amounts due under the Unemployment Insurance Code or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of said Principal and its Subcontractors with respect to such work or labor the Surety on this bond will pay for the same to the extent hereinafter set forth. NOW THEREFORE, we, the Principal and International Oddity rnsu,a„�_Company as Surety, are held and firmly bound unto the City in the penal sum of Forty Thousand Six Hundred Fifty Dollars ($40,650) lawful money of the United States of America, for the payment of which sum well and truly to be made, we hind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH that if said Principal, his or its subcontractors, heirs, executors, administrators, successors or assigns, shall fail to pay any of the persons named in Section 3181 of the Civil Code, fail to pay for any materials, provisions or other supplies, used in, upon, for or about the performance of the work contracted to be done, or for any work or labor thereon of any kind, or amounts due under the Unemployment Insurance Code with respect to work or labor performed under the contract, or for any amounts required to be deducted, withheld, and paid over to the Employment Development Department or Franchise Tax Board from the wages of employees of the contractor and his subcontractors pursuant to Section 18663 of the Revenue and Taxation Code, with respect to such work and labor the Surety or Sureties will pay for the same, in an amount not exceeding the sum herein above specified, and also, in case suit is brought upon this bond, all litigation expenses incurred by the City in such suit, including reasonable attorneys' fees, court costs, expert witness fees and investigation expenses. This bond shall inure to the benefit of any of the persons named in Section ;181 of the Civil Code so as to give a right of action to such persons or their assigns in any suit brought upon this bond. It is further stipulated and agreed that the Surety on this bond shall not be exonerated or released from the obligation of this bond by any change, extension of time for performance, addition, alteration or modification in, to, or of any contract, plans, specifications, or agreement pertaining or relating to any scheme or work of improvement herein above described, or pertaining or relating to the furnishing of labor, materials, or equipment therefore, nor by any change or modification of any terms of payment or extension of the time for any payment pertaining or relating to any scheme or work of improvement herein above described, nor by any rescission or attempted rescission or attempted rescission of the contract, agreement or bond, nor by any conditions precedent or subsequent in the bond attempting to limit the right of recovery of claimants otherwise entitled to recover under any such contract or agreement or under the bond, nor by any fraud practiced by any person other than the claimant seeking to recover on the bond and that this bond be construed most strongly against the Surety and in favor of all persons for whose benefit such bond is given, and under no circumstances shall Surety be released from Demolition of 809 N. Dalton Page 23 of24 liability to those for whose benefit such bond has been given, by reason of any breach of contract between the owner or City and original contractor or on the part of any obligee named in such bond, but the sole conditions of recovery shall be that claimant is a person described in Section 3110 or 3112 of the Civil Code, and has not been paid the full amount of his claim and that Surety does hereby waive notice of any such change, extension of time, addition, alteration or modification herein mentioned. IN WITNESS WHEREOF, two (2) identical counterparts of this instrument, each of which shall for all purposes be deemed unoriginal thereof, have been duly executed by the Principal and Surety above named, on the 31 day of August 20 15 the name and corporate seal of each corporate party being hereto affixed and these presents duly signed b its undersigned representative pursuant to authority of its governing body. (Corporate Seal of Principal, GAMA Contracting Services,Inc. if corporation) Principal (Property Name of Contractor) (Si_ • eofContractor) (Seal of Surety) International Fidelity Insurance Company Surety By YOZA-46—C- Marta Collett, Attorney in Fact (Attached Attorney-In-Fact Certificate and Required Acknowledgements) *Note: Appropriate Notarial Acknowledgments of Execution by Contractor and +surety and a power of Attorney MUST BE ATTACHED. Tel(973)624-7200 POWER OF ATTORNEY INTERNATIONAL FIDELITY INSURANCE COMPANY ALLEGHENY CASUALTY COMPANY ONE NEWARK CENTER,20TH FLOOR NEWARK, NEW JERSEY 07102-5207 KNOW ALL MEN BY THESE PRESENTS. That INTERNATIONAL FIDELITY INSURANCE COMPANY,a corporation organized and existing under the laws of tie State of New Jersey, and ALLEGHENY CASUALTY COMPANY a corporation organized and existing under the laws of the State of Pennsylvania,having their principal office in the City of Newark,New Jersey,do hereby constitute and appoint PAUL JEFFREY HERING, RICHARD HALLETT, AIDAN SMOCK, KATHLEEN VANDERSLICE, TIMOTHY MCCLELLAN. MARTA COLLETT San Diego,CA their true and lawful attorney(s)-in-fact to execute,seal and deliver for and on its behalf as sure and other writings obligatory in the nature thereof, which are or may be allowed,required or permitted bydlaw,statall ute,rule,regulation,ontractsorfotherrwwise. and the execubon of such instruments) in pursuance of these presents,shall be as binding upon the said INTERNATIONAL FIDELITY INSURANCE COMPANY and ALLEGHENY CASUALTY COMPANY, as fully and amply, to all intents and purposes,as if the same had been duly executed and acknowledoed by their regularly elected officers at their principal offices. This Power of Attorney is executed,and may be revoked, pursuant to and by authority of the By-Laws of INTERNATIONAL FIDELITY INSURANCE COMPANY and ALLEGHENY CASUALTY COMPANY and is granted under and by authority of the following resolution adopted by the Board of Directors of INTERNATIONAL FIDELITY INSURANCE COMPANY at a meeting duly held on the 20th day of July,2010 and by the Board of Directors of ALLEGHENY CASUALTY COMPANY at a meeting duly held on the 15th day of August,2000• "RESOLVED,that (1)the President,Vice President,Chief Executive Officer or Secretary of the Corporation shall have the power to appoint,and to revoke the appointments of,Attorneys-in-Fact or agents with power and authority as defined or limited in their respective attorney, of the CorporatIon and affix the Corporation's seal thereto,bonds,undertakings, recognizances, contracts of powers ntand wriitten executebigon innbehalf nature thereof or related thereto; and(2)any such Officers of the Corporation may appoint and revoke the appointments of joint-control custodians,agents for acceptance of process,and Attorneys-in-fact with authority to execute waivers and consents on behalf of the Corporation,and (3)the signature of any such Officer of the Corporation and the Corporation's seal may be affixed by facsimile to any power of attorney or certification given for the execution of any bond,undertaking,recognizance contract of indemnity or other written obligation in the nature thereof or related thereto;such signature and seals when so used whether heretofore or hereafter, being hereby adopted by the Corporation as the original signature of such officer and the original seal of the Corporation,to be valid and binding upon the Corporation with the same force and effect as though manually affixed." IN WITNESS WHEREOF, INTERNATIONAL FIDELITY INSURANCE COMPANY and ALLEGHENY CASUALTY COMPANY have each executed and attested these presents on this 22nd day of July,2014 y NST fe STATE OF NEW JERSEY e ALF) CU tlj 4r� County of Essex ;� r SEAL •r,4=4 ` � f { c T rn 136 >` / ROBERT W.MINSTER p Insur ncece Officer andtematident Fidelity et- s,YIrtSYLI insurance Company)and President(Allegheny Casualty Company) On this 22nd day of July 2014, before me came the individual who executed the preceding instrument,to me personally known,and, being oy me duly sworn, said he is the therein described and authorized officer of INTERNATIONAL FIDELITY INSURANCE COMPANY and ALLEGHENY CASUALTY COMPANY; that the seals affixed to said.instrument are the Corporate Seals of said Companies;that the said Corporate Seals and his signature were duly affixed by order of the Boards of Directors of said Companies IN TESTIMONY WHEREOF, I have hereunto set. m hand affixed my Official Seal, at the City of Newark,New Jersey the day and year first above written. ��.o��gY NR4. IC NOTARY 's / lPpuoLic 1;3 om'. ; 9 °y rose+9,.'fig , A NOTARY PUBLIC OF NEW JERSEY ��OF NEW Jam+. My Commission Expires April 16,2019 ...... ""'''� CERTIFICATION I,the undersigned officer of INTERNATIONAL FIDELITY INSURANCE COMPANY and ALLEGHENY CASUALTY COMPANY do hereby certify that I have compared the foregoing copy of the Power of Attorney and affidavit,and the copy of the Sections of the By-Laws of said Companies as set forth in said Power of Attorney, with the originals on file in the home office of said companies, and that the same are correct transcripts thereof,and of the whole of the said originals,and that the said Power of Attorney has not been revoked and is now in full force and effect IN TESTIMONY WHEREOF, I have hereunto set my hand this day of AUGtt}}G z 31 2015 MARIA BRANCO,Assistant Secretary a • xi CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT fki' A notaryIES public or other officer completing this certificate verifies only the identity of the individual who signed the ; it, document to which this certificate is attached,and not the truthfulness, accuracy, or validity of that document. I I' P STATE OF CALIFORNIA County of San Diego / 1 On AUG ;ii 2015 before me, A. Smock Ili Date , Notary Public, tj Insert Name of Notary exactly as it appears on the official seal f personally appeared Marta Collett Name(s)of Signer(s) I who proved to me on the basis of satisfactory evidence to I be the person whose names) islere•subscribed to the l' `•�++ ::•.::,.. ;,t;.•.:::,::::::::.:.:::::.::. within instrument and acknowledged to me that#+s/she/4hey 1 A. SMOCK executed the same in hie/her/the(authorized capacity(ies), G.• ig. COMM_#2019972 and that by#cher/t seir signature(B) on the instrument the +t, NOTARY PUBLIC•CALIFORNIA person(e), or the entity upon behalf of which the person(e) `, SAN DIEGO COUNTY acted,executed the instrument. _ Commission Expires Apr(4,2017. �X.'Ll{�X1X'WR'KY4M1M1WMW. LYJ{j/yy,yq,N,�yy. �t 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. ill Signature (i . c-1,1_,..0 . Place Notary Seal Above Signature of Notary Public mock OPTIONAL Though the information below is not required by law,it may prove valuable to persons relying on the document I and could prevent fraudulent removal and reattachment of the form to another document. Description of Attached Document Title or Type of Document: • - - Document Date: Number of Pages: fl Signer(s) Other Than Named Above: Capacity(ies)Claimed by Signer(s) Signer's Name: Signer's Name: _ El Individual ❑ Individual i ❑ Corporate Officer—Title(s): 0 Corporate Officer—Title(s):_ ❑ Partner Li Limited ❑General ❑ Partner ❑Limited❑General ❑ Attorney in Fact RIGHT THUMBPRINT 0 Attorney in Fact ❑ Trustee RIGHT THUMBPRINT OF SIGNER 0 Trustee OF S.GNER 0 Guardian or Conservator Top cf thumb here 0 Guardian or Conservator ❑ Other: Top cf thumb here 0 Other: Signer is Representing. Signer is Representing: Demolition of 809 N. Dalton Page 24 of 24 ATTACHMENT"E" ALLOWABLE WORK HOURS Sec. 46-409. - Construction. In order to allow construction schedules to take advantage of the weather and normal daylighthours, and to ensure that nearby residents as well as nonresidential activities are not disturbed by the early morning or late night activities the city has established the following limits on construction, in compliance with the table below or as required by conditions of approval. Monday through Saturday 7:00 a.m. to 6:00 p.m . Sunday and National Holidays NOT PERMITTED. ATTACHMENT 2 LOAN AGREEMENT This Loan Agreement ("Agreement") is dated as of September 21, 2015 by and between the SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, a public body corporate and politic ("Agency"), and the CITY OF AZUSA, a California municipal corporation ("City"). Agency and City are sometimes referred to in this Agreement individually as a"Party"and collectively as the"Parties." This Agreement is entered into with reference to the following recitals of fact ("Recitals") that Agency and City believe to be true,as of the date each Party executes this Agreement: RECITALS A. Prior to its dissolution, the Redevelopment Agency of the City of Azusa ("Redevelopment Agency") owned that certain real property located at 809 N. Dalton Street, in the City of Azusa, California("Property"). The Redevelopment Agency transferred the Property to the City in March 2011 as repayment for a City loan. B. On June 29, 2011, the State of California enacted Health and Safety Code section 34161 et seq. as part of the State's enactment of Assembly Bill 1X 26 ("AB 1X 26"), immediately prohibiting further redevelopment activity by redevelopment agencies and dissolving all redevelopment agencies in the State of California on October 1, 2011. The California Supreme Court in the matter of California Redevelopment Association, et al. v. Ana Matosantos, et al. (2011) 53 Ca1.4th 231, upheld AB lX 26 and changed the dissolution date for all redevelopment agencies to February 1, 2012. C. Health and Safety Code Section 34167.5, enacted as part of AB 1X 26, requires the State Controller's Office("SCO") to conduct an audit of all asset transfers made by the RDA to the City or any other public agency after January 1, 2011 until its dissolution. The SCO audited the Successor Agency's assets and issued a final report, dated March 4, 2015 ("SCO Report"), in which the SCO determined that the transfer of the Property from the Redevelopment Agency to the City was unauthorized under the AB 1X 26 and that the Property must be transferred to the Successor Agency. D. The City and Successor Agency do not contest the SCO report with regards to the Property and are currently in the process of transferring the Property from the City to the Successor Agency. E. The Property includes a building that is unoccupied and in a severely dilapidated condition. The City recently discovered that transients live in the building. The City determined that it is not economically feasible to rehabilitate the building and that the continued existence of the building poses an attractive nuisance and a clear and imminent danger to the public. F. The City has determined that the most effective means of eliminating this danger to the public is to demolish the building, and that demolition of the building must occur immediately due to health and safety concerns including, but not limited to, the presence of asbsestos and lead and, as such, has entered into an agreement with GAMA Contracting Services, Inc. ("Contractor") in which City shall pay to Contractor the amount of Forty Thousand 1 45635.09000\18779154.2 Six Hundred Fifty Dollars ($40,650), subject to any necessary change orders, in consideration for Contractor's services for the demolition, asbestos and lead abatement of the house on the Property, commencing on September 14,2015 ("Demolition Contract"). F. The City and Successor Agency are unable to complete the transfer of the Property from the City to the Successor Agency prior to the emergency demolition of the Property by Contractor. G. Pursuant to Health and Safety Code section 34173(h), the City may loan or grant funds to the Successor Agency for administrative costs, enforceable obligations, or project- related expenses at the City's discretion, but the receipt and use of these funds shall be reflected on the Successor Agency's Recognized Obligation Payment Schedule ("ROPS") or administrative budget and are subject to approval by the Oversight Board and Department of Finance. H. It is in the best interest of the City and the Successor Agency that the City ensure the completion of the demolition and asbestos and lead abatement of the Property, rather than delaying such actions until the completion of the transfer of the Property from the City to the Successor Agency, to protect the health and safety of the surrounding neighborhood to the Property. I. The Parties now desire to enter into this Agreement to provide for the City to make all payments required under the Demolition Contract, which amount shall be deemed a loan to the Successor Agency("Loan Amount"), and for the Successor Agency to repay the Loan Amount to the City upon completion of the transfer of the Property from the City to the Successor Agency. NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by Agency and City, the Parties agree as follows: 1. EFFECTIVE DATE. This Agreement is dated September 21, 2015 for reference purposes only. This Agreement shall not become legally effective or binding until the date on which all of the following are true("Effective Date"): 1.1 This Agreement is approved by the governing boards of the City and Successor Agency, and executed by the authorized representatives of the Successor Agency and City, and ratified by the Oversight Board of the Successor Agency; and 1.2 Pursuant to Health and Safety Code section 34179(h), written notice and information about the approval of this Agreement by the Oversight Board is provided to the State of California Department of Finance and this Agreement becomes effective five (5) business days after notice has been provided to the State of California Department of Finance, pending a request for review by the State of California Department of Finance. 2. LOAN. 2 45635.09000\18779154.2 2.1 Loan Amount. In accordance with the Demolition Contract, the City shall pay the Loan Amount to the Contractor pursuant to the Demolition Contract, which shall be deemed a loan to the Successor Agency, as evidenced by a Promissory Note attached hereto as Exhibit A ("Promissory Note"). 2.2 Use of Loan Amount. The Loan Amount shall be used for the sole purpose of paying the Contractor for services rendered pursuant to the Demolition Contract. 2.3 Repayment of Loan Amount. Successor Agency agrees to repay the Loan Amount to the City pursuant to the terms and conditions of this Agreement and the Promissory Note. 2.4 Enforceable Obligation. Pursuant to Health and Safety Code section 34173(h), the Loan Amount shall be reflected on the ROPS and, upon approval of this Agreement by the Oversight Board to the Agency, the repayment of the Loan Amount shall be deemed to be an enforceable obligation. 3. GENERAL TERMS. 3.1 Time Is Of The Essence. Time of the essence in the performance of the Parties' obligations under this Agreement. 3.2 No Third Party Beneficiaries. This Agreement is expressly declared to be for the sole benefit of the Parties hereto. No other person or entity not a signatory to this Agreement shall have any rights or causes of actions against any Party to this Agreement because of that Party's entry into this Agreement. 3.3 Assignment. City may not assign any of its rights or obligations under this Agreement without the prior express written consent of Agency, which may be given or withheld in Agency's sole and absolute discretion. 3.4 Failure to Strictly Enforce Not a Waiver. Failure by any Party to this Agreement to insist upon the strict performance of any provision of the Agreement or at any one or more times shall not be deemed to constitute a waiver of that Party's right to insist upon strict performance of that or any other provision of this Agreement on future occasions. No alleged waiver of any right afforded to any Party under this Agreement shall be effective unless in writing. 3.5 Attorneys' Fees. In the event that any action or proceeding is commenced by either Agency or City against the other to interpret or enforce any provision of this Agreement, the prevailing Party in such action or proceeding shall be entitled to recover from the non-prevailing Party, in addition to all other relief to which the prevailing Party may be entitled, the prevailing Party's reasonable attorneys' fees and litigation costs, as established by a court of law. Recoverable costs and fees shall include those incurred on appeal and in the enforcement of any judgment. 3.6 Amendments and Modifications. This Agreement may be amended only by written agreement of the Parties. 3 45635.09000\18779154.2 3.7 Severability. If any provision of this Agreement or the application of any such provision to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Agreement that can be given effect without the invalid provision or application,and to this end the provisions of this Agreement are severable. [Signatures on Following Page] 4 45635.09000\18779154.2 SIGNATURE PAGE TO LOAN AGREEMENT AGENCY: CITY: SUCCESSOR AGENCY TO THE CITY OF AZUSA REDEVELOPMENT AGENCY OF THE CITY a California municipal corporation OF AZUSA a public body,corporate and politic By: By: Troy L. Butzlaff, ICMA-CM Troy L. Butzlaff, ICMA-CM Executive Director City Manager ATTEST: ATTEST: By: By: Secretary City Clerk APPROVED AS TO LEGAL FORM: APPROVED AS TO LEGAL FORM: By: By: General Counsel City Attorney 5 45635.09000\18779154.2 EXHIBIT A TO LOAN AGREEMENT Promissory Note [Attached Behind This Cover Page] 45635.09000\18779154.2 SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA UNSECURED PROMISSORY NOTE FOR VALUE RECEIVED, this Unsecured Promissory Note is dated as of 2015 ("Promissory Note") and evidences an indebtedness of the Successor Agency to the Redevelopment Agency of the City of Azusa, a public body, corporate and politic ("Maker"), to the City of Azusa, a California municipal corporation ("Holder"). For value received, Maker hereby promises to pay to the order of Holder, at such address as Holder shall designate, the Loan Amount (as defined in the Agreement), with interest, in accordance with the terms of this Promissory Note. 1. Loan Agreement. The rights and obligations of Maker and Holder under this Promissory Note are made with respect to that certain agreement entitled "Loan Agreement" dated September 21, 2015, by and between Maker and Holder ("Agreement"), as approved by Resolution Number of Maker, dated and Resolution Number of Holder, dated . The terms and provisions of the Agreement are incorporated into this Promissory Note by this reference. All initially capitalized terms used but not otherwise defined in this Promissory Note shall have the meaning ascribed to them in the Agreement. 2. Unsecured Obligation. The Maker's obligations under this Promissory Note are not secured by any instrument encumbering any property or asset of Maker. 3. Repayment of Promissory Note. Maker shall pay to the order of Holder the Loan Amount, with interest accruing at the current Local Agency Investment Fund (LAIF) interest rate of percent per annum, as follows: 3.1 Maker promises to pay to the order of Holder the Loan Amount, with interest,no later than ("Maturity Date"). 3.2 All payments due hereunder are payable in lawful money of the United States in same day funds. The Loan Amount may be prepaid, in whole or in part, at any time and from time to time without penalty or premium. 3.3 The entire unpaid balance of the Loan Amount shall be due and payable, prior to the Maturity Date upon Maker's material breach any of the obligations of this Promissory Note or the Agreement. 3.4 Maker's obligation to pay the unpaid principal balance of the Loan Amount shall be limited to the available funds of Maker which are not otherwise encumbered as of the date of this Promissory Note. 4. Assignment. Holder shall have no power to transfer or assign its right to receive any payment under this Promissory Note,unless Maker has first granted written approval to Holder for such a proposed assignment, in the Maker's sole and absolute discretion which shall not be unreasonably withheld. 1 45635.09000\18779154.2 5. Severability. The unenforceability or invalidity of any provision or provisions of this Promissory Note as to any persons or circumstances shall not render that provision or those provisions unenforceable or invalid as to any other person or circumstances, and all provisions hereof, in all other respects, shall remain valid and enforceable. 6. Governing Law. The validity, interpretation and performance of this Promissory Note shall be governed by and construed in accordance with the laws of the State of California, without regard to conflicts of laws principles. 7. Jurisdiction and Venue. The Holder and the Maker acknowledge and stipulate that the obligation hereunder was entered into in the County of Los Angeles, California. Any legal action or proceeding to interpret, enforce, or which in any way arises out of this Promissory Note shall be instituted and prosecuted in the appropriate court in the County of Los Angeles, California. Holder and Maker expressly waive, to the maximum legal extent, any legal right either Party may have to have such action or proceeding transferred to or prosecuted in any other court or jurisdiction. 8. Amendments and Modifications. This Promissory Note may be amended or modified only in writing signed by the Holder and the Maker. 9. Time of the Essence. Time is of the essence of this Promissory Note. [Signatures on Following Page] 2 45635.09000\18779154.2 SIGNATURE PAGE TO SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA UNSECURED PROMISSORY NOTE MAKER: SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, a public body, corporate and politic By: Troy L. Butzlaff, ICMA-CM Executive Director Date: ATTEST: By: Secretary APPROVED AS TO LEGAL FORM: BEST BEST &KRIEGER LLP By: General Counsel 3 45635.09000\18779154.2 ATTACHMENT 3 RESOLUTION NO.2015-053 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA RATIFYING THE CITY MANAGER'S DETERMINATION THAT AN EMERGENCY CONDITION EXISTS WITH RESPECT TO A BUILDING AT 890 N. DALTON AVENUE, RATIFYING THE CITY MANAGER'S LETTING OF A CONTRACT TO DEMOLISH SAID BUILDING WITHOUT COMPETITIVE BIDDING, AND FINDING THAT THERE IS A NEED TO CONTINUE SUCH EMERGENCY ACTION, PURSUANT TO SECTION 22050 OF THE CALIFORNIA PUBLIC CONTRACT CODE AND AZUSA MUNICIPAL CODE SECTION 2-523 WHEREAS, the City of Azusa owns a building located at 890 N. Dalton Avenue (the "Building"); and WHEREAS, the Building is unoccupied and in a severely dilapidated condition, and, despite the City's efforts to board up/secure the Building, the City has recently become aware that transients have been living in the Building, individuals have been illegally removing the copper wiring and piping from the Building, and other dangerous conditions have been occurring therein; and WHEREAS, due to the Building's dilapidated condition, including failure of the roof and the presence of asbestos and lead therein, it is not economically feasible to rehabilitate the Building and the continued existence of the Building poses an attractive nuisance and a clear and imminent danger to the surrounding neighborhood and the general public; and WHEREAS, the City Manager has determined that the most effective means of eliminating this danger to the public is to demolish the Building, including asbestos and lead abatement; and WHEREAS, the estimated cost to demolish the Building and perform asbestos and lead abatement is $40,650; and WHEREAS, Azusa Municipal Code Section 2-512(k) defines demolition as a "public project", which normally requires informal bidding under Azusa Municipal Code Sections 2- 529(b) and 2-532; and WHEREAS, Azusa Municipal Code Section 2-523 provides, however, that formal or informal bidding ". . . . may be dispensed with in the case of emergency. An emergency shall exist when the service, repair, or replacements are immediately necessary to permit the continued performance of essential operations or services of the City, or result in excessive costs if not immediately remedied, or to avoid the immediate danger to life, health, or property. The City Council delegates authority to the City Manager to declare such procurement emergency. If the purchase is Twenty Five Thousand and no/100ths ($25,000.00) Dollars and over, the City Manager shall give notice of the purchase process to the City Council"; and WHEREAS, Section 2-523 was adopted by unanimous vote of the City Council (5-0) on July 20, 2015 as part of the City's comprehensive update to its purchasing ordinance; and - 1 - WHEREAS, pursuant to the authority expressly delegated under Azusa Municipal Code Section 2-523, on September 1, 2015 the City Manager let a contract to GAMA Contracting Services, Inc. in the amount of$40,650, in order to immediately commence the demolition of the Building and abatement of asbestos and lead therein; and WHEREAS, because this emergency procurement exceeds $25,000, the City Manager has presented this Resolution to the City Council at its next available regular meeting in order to give notice of the purchase process required by Azusa Municipal Code Section 2-523; and WHEREAS, Public Contract Code Section 22002(c)(1) also defines demolition as a "public project", which, normally requires informal bidding under Public Contract Code Section 22032; and WHEREAS, Public Contract Code Section 1102 defines an emergency as "a sudden unexpected occurrence that poses a clear and imminent danger, requiring immediate action to prevent or mitigate the loss or impairment of life, health, property, or essential public services"; and WHEREAS, Public Contract Code Section 22050(a)(1) states, "In the case of an emergency, a public agency, pursuant to a four-fifths vote of its governing body may repair or replace a public facility, take any directly related and immediate action required by that emergency, and procure the necessary equipment, services, and supplies for those purposes, without giving notice for bids to let contracts"; and WHEREAS, Public Contract Code Section 22050(b)(1) further provides that "The governing body, by a four-fifths vote, may delegate, by resolution or ordinance, to the appropriate . . . city manager . . . . or other nonelected agency officer, the authority to order any action pursuant to [Section 22050(a)(1)]"; and WHEREAS, by unanimously adopting Azusa Municipal Code Section 2-523, the City Council expressly delegated to the City Manager the authority to declare an emergency and to procure the necessary equipment, services and supplies to address the emergency without putting a contract out to formal or informal bidding; and WHEREAS, Public Contract Code Section 22050(b)(3) provides that "If a person with authority delegated pursuant to [Section 22050(b)(1)] orders any action . . . . that person shall report to the governing body, at its next meeting required pursuant to this section, the reasons justifying why the emergency will not permit a delay resulting from a competitive solicitation for bids and why the action is necessary to respond to the emergency."; and WHEREAS, Public Contract Code Section 22050(c)(3) further provides that"If a person with authority delegated pursuant [Section 22050(b)(1)] orders any action . . . . the governing body shall initially review the emergency action . . . . and at least at every regularly scheduled meeting thereafter until the action is terminated,to determine,by a four-fifths vote, that there is a need to continue the action, unless a person with authority delegated pursuant to [Section -2 - 22050(b)(1)] has terminated the action prior to the governing body reviewing the emergency action and making a determination pursuant to this subdivision. . ." WHEREAS, demolition of the Building and asbestos/lead abatement in ongoing and, therefore, the emergency action has not yet been terminated; and WHEREAS,the City Manager hereby reports to the City Council that, for the reasons set forth herein, in the staff report, and on the public record, that there was substantial evidence demonstrating that the conditions at the Building constituted a sudden unexpected occurrence that posed a clear and imminent danger to the surrounding neighborhood and the general public, requiring immediate action to prevent or mitigate the loss or impairment of life, health, or property; and WHEREAS, the City Manager also hereby reports to the City Council that, for the reasons set forth herein, in the staff report, and on the public record, that there was substantial evidence that the emergency did not permit a delay resulting from a competitive solicitation for bids, and that demolition of the Building and asbestos/lead abatement was necessary to respond to the emergency; and WHEREAS, the City Council has reviewed the City Manager's emergency action and concurs with the City Manager's findings and determination. NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF AZUSA DOES HEREBY RESOLVE AS FOLLOWS: 1. The severely dilapidated condition of the Building constitutes an "emergency" under Public Contract Code Section 1102 and the City Council hereby ratifies the City Manager's determination in this regard. 2. The City Manager's decision to waive the informal competitive bidding requirements for demolition of the Building and asbestos/lead abatement pursuant to Public Contract Code Section 22050(b)(3)and Azusa Municipal Code Section 2-523 are hereby ratified. 3. Pursuant to Public Contract Code Section 22050(c)(3), by a four-fifths vote, the City Council finds that there is a need to continue the emergency action originally authorized by the City Manager. Further, such action shall be reviewed by the City Council at each subsequent regular City Council meeting to determine whether there is a need to continue the action, until the action is terminated. 4. The action is exempt from the California Environmental Quality Act ("CEQA") (Pub. Res. Code, §§ 21000, et seq. and Title 14 of the California Code of Regulations, §§ 15000 et seq. ("State CEQA Guidelines")), pursuant to 14 Cal. Code of Regs. §15269 as an emergency project and Staff is hereby directed to file a Notice of Exemption with the Los Angeles County Clerk's Office. 5. The City Clerk shall certify to the adoption of this resolution. - 3 - PASSED, ADOPTED AND APPROVED this 21st day of September, 2015. Joseph Romero Rocha,Mayor ATTEST: Jeffrey Lawrence Cornejo,City Clerk APPROVED AS TO FORM: Marco A.Martinez, City Attorney -4 - RESOLUTION NO. 2015-054 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA RATIFYING THE CITY MANAGER'S DETERMINATION THAT AN EMERGENCY CONDITION EXISTS WITH RESPECT TO A BUILDING AT 890 N. DALTON AVENUE, RATIFYING THE CITY MANAGER'S LETTING OF A CONTRACT TO DEMOLISH SAID BUILDING WITHOUT COMPETITIVE BIDDING, AND FINDING THAT THERE IS A NEED TO CONTINUE SUCH EMERGENCY ACTION, PURSUANT TO SECTION 22050 OF THE CALIFORNIA PUBLIC CONTRACT CODE AND AZUSA MUNICIPAL CODE SECTION 2-523 WHEREAS, the City of Azusa owns a building located at 890 N. Dalton Avenue (the "Building"); and WHEREAS, the Building is unoccupied and in a severely dilapidated condition, and, despite the City's efforts to board up/secure the Building, the City has recently become aware that transients have been living in the Building, individuals have been illegally removing the copper wiring and piping from the Building, and other dangerous conditions have been occurring therein; and WHEREAS, due to the Building's dilapidated condition, including failure of the roof and the presence of asbestos and lead therein, it is not economically feasible to rehabilitate the Building and the continued existence of the Building poses an attractive nuisance and a clear and imminent danger to the surrounding neighborhood and the general public; and WHEREAS, the City Manager has determined that the most effective means of eliminating this danger to the public is to demolish the Building, including asbestos and lead abatement; and WHEREAS, the estimated cost to demolish the Building and perform asbestos and lead abatement is $40,650; and WHEREAS, Azusa Municipal Code Section 2-512(k) defines demolition as a "public project", which normally requires informal bidding under Azusa Municipal Code Sections 2- 529(b) and 2-532; and WHEREAS, Azusa Municipal Code Section 2-523 provides, however, that formal or informal bidding ". . . . may be dispensed with in the case of emergency. An emergency shall exist when the service, repair, or replacements are immediately necessary to permit the continued performance of essential operations or services of the City, or result in excessive costs if not immediately remedied, or to avoid the immediate danger to life, health, or property. The City Council delegates authority to the City Manager to declare such procurement emergency. If the purchase is Twenty Five Thousand and no/100ths ($25,000.00) Dollars and over, the City Manager shall give notice of the purchase process to the City Council"; and WHEREAS, Section 2-523 was adopted by unanimous vote of the City Council (5-0) on July 20, 2015 as part of the City's comprehensive update to its purchasing ordinance; and - 1 - WHEREAS, pursuant to the authority expressly delegated under Azusa Municipal Code Section 2-523, on September 1, 2015 the City Manager let a contract to GAMA Contracting Services, Inc. in the amount of$40,650, in order to immediately commence the demolition of the Building and abatement of asbestos and lead therein; and WHEREAS, because this emergency procurement exceeds $25,000, the City Manager has presented this Resolution to the City Council at its next available regular meeting in order to give notice of the purchase process required by Azusa Municipal Code Section 2-523; and WHEREAS, Public Contract Code Section 22002(c)(1) also defines demolition as a "public project", which, normally requires informal bidding under Public Contract Code Section 22032; and WHEREAS, Public Contract Code Section 1102 defines an emergency as "a sudden unexpected occurrence that poses a clear and imminent danger, requiring immediate action to prevent or mitigate the loss or impairment of life, health, property, or essential public services"; and WHEREAS, Public Contract Code Section 22050(a)(1) states, "In the case of an emergency, a public agency, pursuant to a four-fifths vote of its governing body may repair or replace a public facility, take any directly related and immediate action required by that emergency, and procure the necessary equipment, services, and supplies for those purposes, without giving notice for bids to let contracts"; and WHEREAS, Public Contract Code Section 22050(b)(1) further provides that "The governing body, by a four-fifths vote, may delegate, by resolution or ordinance, to the appropriate . . . city manager . . . . or other nonelected agency officer, the authority to order any action pursuant to [Section 22050(a)(1)]"; and WHEREAS, by unanimously adopting Azusa Municipal Code Section 2-523, the City Council expressly delegated to the City Manager the authority to declare an emergency and to procure the necessary equipment, services and supplies to address the emergency without putting a contract out to formal or informal bidding; and WHEREAS, Public Contract Code Section 22050(b)(3) provides that "If a person with authority delegated pursuant to [Section 22050(b)(1)] orders any action . . . . that person shall report to the governing body, at its next meeting required pursuant to this section, the reasons justifying why the emergency will not permit a delay resulting from a competitive solicitation for bids and why the action is necessary to respond to the emergency."; and WHEREAS, Public Contract Code Section 22050(c)(3) further provides that "If a person with authority delegated pursuant [Section 22050(b)(1)] orders any action . . . . the governing body shall initially review the emergency action . . . . and at least at every regularly scheduled meeting thereafter until the action is terminated, to determine, by a four-fifths vote, that there is a need to continue the action, unless a person with authority delegated pursuant to [Section - 2 - 22050(b)(1)] has terminated the action prior to the governing body reviewing the emergency action and making a determination pursuant to this subdivision. . ." WHEREAS, demolition of the Building and asbestos/lead abatement in ongoing and, therefore, the emergency action has not yet been terminated; and WHEREAS, the City Manager hereby reports to the City Council that, for the reasons set forth herein, in the staff report, and on the public record, that there was substantial evidence demonstrating that the conditions at the Building constituted a sudden unexpected occurrence that posed a clear and imminent danger to the surrounding neighborhood and the general public, requiring immediate action to prevent or mitigate the loss or impairment of life, health, or property; and WHEREAS, the City Manager also hereby reports to the City Council that, for the reasons set forth herein, in the staff report, and on the public record, that there was substantial evidence that the emergency did not permit a delay resulting from a competitive solicitation for bids, and that demolition of the Building and asbestos/lead abatement was necessary to respond to the emergency; and WHEREAS, the City Council has reviewed the City Manager's emergency action and concurs with the City Manager's findings and determination. NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF AZUSA DOES HEREBY RESOLVE AS FOLLOWS: 1. The severely dilapidated condition of the Building constitutes an "emergency" under Public Contract Code Section 1102 and the City Council hereby ratifies the City Manager's determination in this regard. 2. The City Manager's decision to waive the informal competitive bidding requirements for demolition of the Building and asbestos/lead abatement pursuant to Public Contract Code Section 22050(b)(3) and Azusa Municipal Code Section 2-523 are hereby ratified. 3. Pursuant to Public Contract Code Section 22050(c)(3), by a four-fifths vote, the City Council finds that there is a need to continue the emergency action originally authorized by the City Manager. Further, such action shall be reviewed by the City Council at each subsequent regular City Council meeting to determine whether there is a need to continue the action, until the action is terminated. 4. The action is exempt from the California Environmental Quality Act ("CEQA") (Pub. Res. Code, §§ 21000, et seq. and Title 14 of the California Code of Regulations, §§ 15000 et seq. ("State CEQA Guidelines")), pursuant to 14 Cal. Code of Regs. §15269 as an emergency project and Staff is hereby directed to file a Notice of Exemption with the Los Angeles County Clerk's Office. 5. The City Clerk shall certify to the adoption of this resolution. - 3 - PASSED,APPROVED and ADOPTED this 21St day of September, 2015. fir` s osepro Rocha Mayor ATTEST: J ria ' e Cornejo,X. l% J City Cler STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF AZUSA ) I HEREBY CERTIFY that the foregoing Resolution No. 2015-054 was duly adopted by the City Council of the City of Azusa at a regular meeting thereof, held on the 215t day of September, 2015, by the following vote of Council: AYES: COUNCILMEMBERS: GONZALES, CARRILLO, MACIAS, ALVAREZ, ROCHA NOES: COUNCILMEMBERS: NONE ABSENT: COUNCILMEMBERS: NONE J fr *--ace Corne�o�,City C APPROVED AS TO FORM: Best Be & Kreger, LP City Att rney - 4 - APPROVED AZ4 ?A/411v [--- ,*aid, * AZUSA' SUCCESSOR AGENCY H-2 TO: HONORABLE CHAIRPERSON AND MEMBERS OF THE SUCCESSOR AGENCY BOARD FROM: KURT E. CHRISTIANSEN, ECONOMIC AND COMMUNITY DEVELOPMENT DIRECTOR VIA: TROY L. BUTZLAFF, ICMA-CM, CITY MANAGER DATE: SEPTEMBER 21, 2015 SUBJECT: RECOGNIZED OBLIGATION PAYMENT SCHEDULE — JANUARY 2016 THROUGH JUNE 2016 (ROPS 15-16B) SUMMARY: Health and Safety Code § 34169 requires the Successor Agency of the former Redevelopment Agency of the City of Azusa ("Agency") to prepare a "Recognized Obligation Payment Schedule" ("ROPS"). Each ROPS reflects a six-month interval of obligations and includes the anticipated source of funding. A new ROPS is required to be approved and adopted for every subsequent six-month period. This action requests the Successor Agency Board to adopt Resolution 2015-R20, approving and adopting the "Recognized Obligation Payment Schedule" (ROPS 15-16B) for the period of January 1, 2016 through June 30, 2016 pursuant to AB xl 26 as amended by AB 1484. RECOMMENDATION: It is recommended that the Successor Agency Board take the following action: 1) Approve Resolution 2015-R20, adopting the "Recognized Obligation Payment Schedule" (ROPS 1516B) for the period of January 1, 2016 through June 30, 2016 pursuant to AB xl 26 as amended by AB 1484. DISCUSSION: The Agency is required to adopt a ROPS setting forth the nature and amount of all existing Agency recognized obligations (as defined in the law). Each ROPS reflects a six-month interval of obligations and includes the anticipated source of funding. A new ROPS is required to be approved and adopted for every subsequent six-month period. The obligations of the Agency may include the following: bonds; loans legally required to be repaid pursuant to a payment schedule with mandatory repayment terms; payments required by the federal government, preexisting obligations to the state or obligations imposed by state law; Successor Agency Agenda Report ROPS 15-16B September 21, 2015 Page 2 judgments, settlements or binding arbitration decisions that bind the agency; legally binding and enforceable agreements or contracts; and contracts or agreements necessary for the continued administration or operation of the agency, including agreements to purchase or rent office space, equipment and supplies. Health and Safety Code § 34177(m)requires the State Department of Finance ("DOF")to provide the successor agencies with the ROPS template and instructions for the period of January 1, 2016 to June 30, 2016. The following is a summary of the enforceable obligations listed in ROPS 15-16B: 1. Bond Debt Service • 2005 Merged Tax Allocation Bond • 2007 Series A Tax Allocation Bond • 2007 Series B Tax Allocation Bond • 2008 Series B Housing Tax Allocation Bond • 2014 Series A Refunding Tax Allocation Bond • 2003 Certificate of Participation Refunding Bond (Reimbursement Agreement) 2. Administrative Cost Allowance These include costs for staff, audit services, maintenance of properties and legal counsel that are required in the dissolution of the Agency to comply with AB xl 26 as amended by AB 1484. The amount of the annual administrative cost allowance is capped at three percent of the total amount allocated to the Redevelopment Obligation Retirement Fund or$250,000, whichever is greater. 3. Housing Entity Administrative Cost Allowance AB 471 added Health and Safety Code § 34171(p) that from July 1, 2014 to July 1, 2018, a local housing authority that assumed the housing functions of the former redevelopment agency is entitled to the housing entity administrative cost allowance of up to one (1) percent of the property tax allocated to the Redevelopment Obligation Retirement Fund on behalf of the successor agency for each applicable fiscal year, but not less than $150,000 per fiscal year. The City opted not to become the Successor Agency for the housing assets, thus, the assets are in the process of being transferred to the Los Angeles County Housing and Community Development Department("County"). Upon the approval of ROPS 15-16B by the Agency, it is presented to the Oversight Board of the Agency for its approval. Then, ROPS 15-16B is submitted to the DOF, State Controller's Office and the County of Los Angeles Auditor-Controller by October 5, 2015. It will also be posted on the City website. The DOF must complete its review of ROPS 15-16B by November 16, 2015 and issue a Determination Letter. If the Agency disagrees with DOF's determination, the Agency can request a Meet and Confer session with DOF, within five days of receipt of the letter, to allow for Successor Agency Agenda Report ROPS 15-16B September 21, 2015 Page 3 a two-way dialogue between the Agency and the DOF. At the conclusion of the Meet and Confer meeting, the DOF will issue a final Determination Letter by December 15, 2015. This is a statutory deadline as the tax increment must be distributed to the Agency by January 1, 2016 to fund the ROPS 15-16B obligations. The attached Agency Resolution adopts ROPS 15-16B, setting forth the recognized obligations of the Agency and the amount of payments to be made for each obligation from January 1, 2016 through June 30, 2016. It also authorizes staff to amend the ROPS in order to remove line items which are subsequently disapproved by the Oversight Board and/or DOF. FISCAL IMPACT: Approval of ROPS 15-16B will facilitate the ability of the Agency to continue payment of the enforceable obligations of the former Redevelopment Agency for the next six-month period. Failure to approve and submit the ROPS 15-16B to the DOF by the October 5, 2015 deadline, as required by AB1484, will result in penalties of$10,000 per day to the City. Prepared by: Reviewed and Approved by: Susan Paragas Kurt Christiansen Director of Finance Director of Economic and Community Development Reviewed and Approved by: Troy L. Butzlaff, ICMA-CM City Manager Attachment: 1) Resolution 2015-R20 — Successor Agency of the former Redevelopment Agency of the City of Azusa Adopting a Recognized Obligation Payment Schedule- January 1, 2016 to June 30, 2016 (ROPS 15-16B) with Exhibit A ATTACHMENT 1 RESOLUTION NO. 2015-R20 A RESOLUTION OF THE SUCCESSOR AGENCY OF THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF AZUSA APPROVING AND ADOPTING THE RECOGNIZED OBLIGATION PAYMENT SCHEDULE FOR THE PERIOD OF JANUARY 1, 2016 THROUGH JUNE 30, 2016 (ROPS 15-16B)PURSUANT TO AB xl 26 AS AMENDED BY AB 1484 WHEREAS, Health and Safety Code Section 34169(h), enacted by AB xl 26, requires successor agencies to prepare a Recognized Obligation Payment Schedule ("ROPS") every six- month period. WHEREAS, because the Successor Agency of the former Redevelopment Agency of the City of Azusa ("Agency") previously adopted a ROPS, Resolution No. 2015-R1, dated February 17, 2015, is operative only through December 31, 2015, so that the Agency may continue to meet the Agency's recognized obligations, and NOW, THEREFORE, BE IT RESOLVED, determined and ordered by the Agency as follows: Section 1. The Recitals set forth above are true and correct and incorporated herein by reference. Section 2. The Agency staff is hereby authorized to administratively amend the ROPS in order to remove line items which are subsequently disapproved by the Oversight Board, the California State Department of Finance ("DOF") and the County of Los Angeles Auditor-Controller and to format the ROPS to conform with DOF requirements and to take all necessary and appropriate actions to prepare and submit the ROPS, provided, however, that neither such authorization nor such removal shall be deemed to be, nor are they intended as, an acknowledgement of the validity of AB xl 26 and AB 1484 or such action by the Oversight Board and/or the DOF. The Agency reserves all rights of the Agency to challenge the validity and/or application of any or all provisions of AB xl 26 and AB 1484 in any administrative or judicial proceeding, without prejudice to the Agency's right to list any such removed item on this or a future ROPS. The Agency reserves the right to pursue any and all appeals and any available legal or equitable remedy provided or available by law to obtain the correction of any erroneous decision regarding the ROPS. Section 3. The Agency staff is authorized to include on the ROPS any items which were approved on ROPS I, ROPS II, ROPS III, ROPS 13- 1 14A and ROPS 13-14B, ROPS 14-15A, ROPS 14-15B, ROPS 15- 16A, but not fully expended. Section 4. The Agency hereby approves and adopts ROPS 15-16B, in substantially the form attached to this Resolution as Exhibit A, so that the Agency may continue to meet its recognized obligations, all as required by Health and Safety Code section 34169, during the time period from January 1, 2016 through June 30, 2016. The Agency reserves the right to further amend the ROPS in the future in order to provide an accurate schedule. Section 5. The Agency Secretary shall certify to the adoption of this Resolution. Section 6. This Resolution shall become effective upon its adoption. PASSED AND ADOPTED at a regular meeting of the Successor Agency of the City of Azusa on the 21st day of September 2015 by the following vote: AYES: NAYS: ABSENT: ABSTAIN: Joseph Romero Rocha Chairperson ATTEST: Jeffrey Lawrence Cornejo, Jr. Secretary 2 EXHIBIT A RECOGNIZED OBLIGATION PAYMENT SCHEDULE 15-16B Recognized Obligation Payment Schedule(ROPS 15-16B)-Summary Filed for the January 1,2016 through June 30,2016 Period Name of Successor Agency: Azusa Name of County: Los Angeles Current Period Requested Funding for Outstanding Debt or Obligation Six-Month Total Enforceable Obligations Funded with Non-Redevelopment Property Tax Trust Fund(RPTTF)Funding A Sources(B+C+D): $ - B Bond Proceeds Funding(ROPS Detail) - C Reserve Balance Funding(ROPS Detail) - D Other Funding(ROPS Detail) - E Enforceable Obligations Funded with RPTTF Funding(F+G): $ 1,624,275 F Non-Administrative Costs(ROPS Detail) 1,499,275 G Administrative Costs(ROPS Detail) 125,000 H Total Current Period Enforceable Obligations(A+E): $ 1,624,275 Successor Agency Self-Reported Prior Period Adjustment to Current Period RPTTF Requested Funding I Enforceable Obligations funded with RPTTF(E): 1,624,275 J Less Prior Period Adjustment(Report of Prior Period Adjustments Column S) (109,604) K Adjusted Current Period RPTTF Requested Funding(l-J) $ 1,514,671 County Auditor Controller Reported Prior Period Adjustment to Current Period RPTTF Requested Funding L Enforceable Obligations funded with RPTTF(E): 1,624,275 M Less Prior Period Adjustment(Report of Prior Period Adjustments Column AA) N Adjusted Current Period RPTTF Requested Funding(L-M) 1,624,275 Certification of Oversight Board Chairman: Pursuant to Section 34177(m)of the Health and Safety code,I hereby certify that the above is a true and accurate Recognized Name Title Obligation Payment Schedule for the above named agency. /s/ Signature Date Azusa Recognized Obligation Payment Schedule(ROPS 15-168)-ROPS Detail January 1,2016 through June 30,2016 (Report Amounts in Whole Dollars) eB C D E F O H I J K L M N 0 P Funding Source Non-Redevelopment Property Tax Trust Fund (Non-RPTTF) RPTTF Contract/Agreement Contract/Agreement Total Outstanding Project Name/Debt Obligation Obligation Type Execution Date Termination Date Pa ee Descri•tion/Project Scope Pro ect Area Debt or Obli ration Retired Bond Proceeds Reserve Balance Ogler Funds Non-Admin Admin Six-Month Total _ ---- -®®��$ 125.000 &©& Ton Allocation Bond' GBonds Issued On or �k+y ®Bond Holders 2005 mer ed T A.Bonds � �E q©---�- 4.5+«.as ", .i1:°.v„...wa n.. 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IIII Re b.Agreement wM Bonds Issued On or 12/12003 8/1/2020 : City of Azusa Reimb Agrmt2003 Refunding COP's MCBDBWE b 2,020,000 43,234- S 43,234 Before 12/31/10 Housing Bonds Bonds Issued On or 11252008 8/1/2038 Bond Holders 2008 Series B Housing T.A.Bonds MCBD&WE 10,410,000 N --- 360,116- $ 360,116 Before 12/31/10 Tax Allocation Bonds Bonds Issued On or 7/31/2007 8/1/2035 Bond Holders 2007 Series A Tax Allocation Bonds MCBD&WE 12,415,000 N --- 376,264_ $ 376,264 Before 12/31/10 Mil Tax Allocation Bonds Bonds Issued On or 7/312007 8/12036 Bond Holders 2007 Series B Tax Allocation Bonds MCBD&WE 4,040,000 N _-- 104,991- $ 104,991 Before 12/31/10 III Bambino's FFE Business Incentive 1/282009 1/28/2017 Bambino's Pizza Available FurnitureW Fixture& MCBDBE 7,690 N $ Agreements 5.ff.a^-,.:::..:�•:z:"j�nom'<-�,�,.�,w,.:..,.`',r:.M.,:-w:.,'0�•ws.ww-"3:,'..3�.:.w'',^rt.:.rr�t::.�w..4`e.�•'Mw,...::wv„.t{..#w,,;,”,.,r:.:�e+"i-z+'z-+...�'.,.y.�.'.>x:.<:.<..:.....:n:�xm��......wpy:_.".»nL�,^"�+,S.a;.r.,.3:::::.�•1l.u.-a,:'-x.-,.�::€..,._».k:i',...."a'Ta ✓.r._.T...c`..4B.n:..".-n._':.",'.^,r",.' €x,.„!,.5,..:'/Ysa?',:,''+.;:.:"'.,+.a »e,x'' a...d.^,....aa`s.P�S�a-- ff¢C.E.q%..uipmd.-��,ent'�atL an bl.fiy,a-ry crve -w &"p..�".,3`.`s:..:w<Y t:.,•:i. 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Azusa Recognized Obligation Payment Schedule(ROPS 15-16B)-ROPS Detail January 1,2016 through June 30,2016 (Report Amounts in Whole Dollars) A B C 0 E F 0 H I J K L M N 0 P Funding Source Non-Redevelopment Property Tax Trust Fund (Non-RPTTF) RPTTF Contract/Agreement Contract/Agreement Total Outstanding Item B Project Name/Debt Obligation Obl abon Ty.e Execution Date Terminabon Date Pa ee Description/Project Scope Pro-et Area Debt or Obl ation Retired Bond Proceeds Reserve Balance Other Funds Non-Admin Admin Six-Month Total r r*,ww tk'3' n x r..• ..�r,w,ww nw,y,. ,�^ *e M-'m+ 'Mi"u :-S"" w X5°,1' �'"'i5' - r;.;-c .7" aw :y :,7::.g < 5 7„ :,'"' - s nsh' : a, " "," P .P,.'"":1:, .,.: e ;:'.;r '.0"N. {e; ,:Vii. . 'iMyR`'.: $ ",< :: , >? . 4 pr r t:q '7,,'7, Ti4.� , 6> _, ,.. <� 4 ,. P� �� ".= o P� w y raa�Ntu (r—.,...,. 7'.�.. w.:.. .... ..,.,;'�,y:,, ,.. l ., ..,Yt .v: yr a a ti` .:. .. �,<x gin �1 � '�'x$''.r4 : � u� n� �.i... � 4 ..:�, L......,. ., �1 ';n.': ,; ..�i a....:„ .n .. w.. �, <. , °..rte ..�. .1.,. ,r..,.$ � iv51q �✓rn,� �n�/€.� ` .� .,m�.�F�'-�+,k 39 Tax Allocation Bonds Bonds Issued After 10/14/2014 8/1/2034 Bond Holders 2014 Subordinate Tax Allocatron 9,715,000 N 210272 $ 210272 12/31/10 Refunding Bonds 40 N $ 41 N $ - Azusa Recognized Obligation Payment Schedule(ROPS 15-16B)-Report of Cash Balances (Report Amounts in Whole Dollars) Pursuant to Health and Safety Code section 34177(I),Redevelopment Property Tax Trust Fund(RPTTF)may be listed as a source of payment on the ROPS,but only to the extent no other funding source is available or when payment from property tax revenues is required by an enforceable obligation. For tips on how to complete the Report of Cash Balances Form,see Cash Balance Tips Sheet A B C D E F G H I Fund Sources Bond Proceeds Reserve Balance Other RPTTF Pnor ROPS Prior ROPS RPTTF Bonds Issued on period balances distributed as Rent, Non-Admin or before Bonds Issued on and DDR RPTTF reserve for future Grants, and Cash Balance Information by ROPS Period 12/31/10 or after 01/01/11 balances retained penod(s) Interest,Etc. Admin Comments ROPS 14-158 Actuals(01/01/15-06/30/15) 1 Beginning Available Cash Balance(Actual 01/01/15) 2,856,052 411,252 116,424 102,655 2 Revenue/Income(Actual 06/30/15) RPTTF amounts should tie to the ROPS 14-156 distribution from the County Auditor-Controller during January 2015 6,224 697 57,457 1,857,474 3 Expenditures for ROPS 14-15B Enforceable Obligations(Actual 06/30/15) RPTTF amounts,H3 plus H4 should equal total reported actual expenditures in the Report of PPA,Columns L and Q 547,167 1 464,415 4 Retention of Available Cash Balance(Actual 06/30/15) RPTTF amount retained should only include the amounts distributed as reserve for future period(s) 2,315 109 5 ROPS 14-15B RPTTF Prior Period Adjustment RPTTF amount should tie to the self-reported ROPS 14-15B PPA in the No entry required Report of PPA,Column S 109,604 6 Ending Actual.Available Cash Balance Cto0=(1+2-3-4),H=(1+2-3-4-5) g - $ - $ 411,949 $ 116,424 $ 160,112 $ 283,455 ROPS 15-16A Estimate(07/01/15-12/31/15) 7 Beginning Available Cash Balance(Actual 07/01115) (C,D,E,G=4+6,F=H4+F4+F6,and H=5+6) $ 2,315,109 $ - $ 411,949 $ 116,424 $ 160,112 $ 393,059 8 Revenue/Income(Estimate 12131/15) RPTTF amounts should tie to the ROPS 15-16A distribution from the County Auditor-Controller during June 2015 9 Expenditures for ROPS 15-16A Enforceable Obligations(Estimate 12/31/15) 10 Retention of Available Cash Balance(Estimate 12/31/15) RPTTF amount retained should only include the amounts distributed as reserve for future period(s) 11 Ending Estimated Available Cash Balance(7+8-9-10) $ 2,315,109 $ - $ 411,949 $ 116,424 $ 160,112 $ 393,059 Azusa Recognized Obligation Payment Schedule(ROPS 15-16B)-Report of Prior Period Adjustments Reported for the ROPS 14-15B(January 1,2015 through June 30,2015)Period Pursuant to Health and Safety Code(HSC)section 34186 (Report Amounts in Whole Dollars) ROPS 14-158 Successor Agency ISA)Self-reported Prior Period Adjustments(PPA):Pursuant to HSC Section 34186(a),SAs are required to report the differences between their actual available funding and their actual expenditures for the ROPS 14-15B(January through June 2015)period. The amount of Redevelopment Property Tax Trust Fund(RPTTF)approved for the ROPS 15-168(January through June 2016)period will be offset by the SA's self-reported ROPS 14-158 prior period adjustment.HSC Section 34186(a)also specifies that the prior period adjustments self-reported by SAS are subject to audi by the county auditor-controller(CAC)and the State Controller. A 8 C D E F 0 H I J K L M N 0 P 0 R S - Non-RPTTF Expenditures RPTTF Expenditures Net SA Non-drain and Admin PPA (Amount Used to Offset ROPS 15-16B Bond Proceeds Reserve Balance Other Funds Non-Admin Admin Requested RPTTF) Available Available Difference RPTTF RPTTF (K total actual (ROPS 14-156 Difference (ROPS 14-15B exceeds total distributed.all other Net Lesser of (g Kis less than L, distributed.all other Net Lesser of authorized,the Project Name/ available as of Authorized/ the difference Is available as of Authorized/ total difference I. Net Difference Item Debt Obligation Authorized Actual Authorized Actual Authorized Actual Authorized a 01/1/15) Available Actual zero) Authorized 01/1/15) Available Actualzero) IM-PR) $ ":5 5 - $ - 5 - $ - $ 1,891,826 $ 1,732,474 $ 1,732,474 $ 1,822,870 $ 109,804 $ 125,000 $ 125,000 $ 125.000870 S 125,000 $ - 5 109,604 1 Tax Allocation - - - 238,075 78,723 $ 78,723 $ 78,723 $ 78,723 2 Tax Allocation - - - 138,155 138,155 $ 138,155 127,963 $ 10,192 $ 10,182 3 Tax Allocation - - - 174,713 174,713 5 174,713 154,182 $ 20,531 5 20,531 Bonds 4 Light Fund - - - $ - $ - 5 - - Advance 5 Light Fund - - - - 5 $ - $ -. Advance 6 Water Fund - - - - $ - $ - 5 - Advan. 7 Reimb.Agreement - - - 48,534 48,534 $ 48,534 48,434 $ 100 5 100 8 Housing Bonds - - - 369,573 364,573 $ 364,573 364,515 $ 58 5 58 9 Tax Allocation - - - 390,820 390,820 5 390,820 390,820 $ - S - Bonds 10 Tax Allocation - - - 107,521 107,521 $ 107,521: 107,521 $ - $ - Bonds , 11 Arbitrage - - - - $ - $ - $ Compliance - 12 Property Tax - - - - 5 - $ - S Consulting 13 Consulting Services - - - - $ -, 5 $ - 14 Bambino's FFE - - - - 5 - 5 :. - 5 - 15 Contract Purchase - - - - $ - $. - 5 - Order 16 Legal Services- - - - - $ $ - $ - Project Administration 17 Consulting Services - - - - 5 - $ - 5 - 18 Bono - - - - $ - $ - $ Administration 19 SERAF FY 2010-11 - - - - S - $. - $ - Loan Azusa Recognized Obligation Payment Schedule(ROPS 15-16B)-Report of Prior Period Adjustments Reported for the ROPS 14-15B(January 1,2015 through June 30,2015)Period Pursuant to Health and Safety Code(HSC)section 34186 (Report Amounts in Whole Dollars) ROPS 14.158 Successor Agency(SA)Self-reported Prior Period Adjustments(PPA):Pursuant to HSC Section 34186(a),SAs are required to report the differences between their actual available funding and their actual expenditures for the ROPS 14-15B(January through June 2015)period. The amount of Redevelopment Property Tax Trust Fund(RPTTF)approved for the ROPS 15-168(January through June 2016)period will be offset by the SA's self-reported ROPS 14-158 prior period adjustment.HSC Section 34186(a)also specifies that the prior period adjustments self-reported by SAs are subject to audi by the county auditor-controller(CAC)and the State Controller. A B C D E F O H I J K L M N O P 0 R S Non-RPTTF Expenditures RPTTF Expenditures Net SA Non-Admin and Admin PPA (Amount Used to Offset ROPS 19-188 Bond Proceeds Reserve Balance Other Funds Non-Admin Admin Requested RPTTF) Available Available Difference RPTTF RPTTF (ff total actual CROPS 14-15B Difference CROPS 14-15B exceeds total distributed+all other Net Lesser of (If K Is less than L, distributed 0 all other Net Lesser of authorized,the Project Name/ available as of Authorized/ the difference is available as of Authorized/ total difference is Net Difference Items Debt Obligation Authorized Actual Authorized Actual Authorized Actual Authorized a 01/1/15) Available Actual zero) Authorized 01/1/151 Available Actual zero) (M.R) $ - $ - E - E - $ - $ - $ 1,891,826 $ 1,732,474 $ 1,732,474 $ 1,622,870 $ 109,604 $ 125,000 $ 125,000 $ 125'000 $ 125,000 $ - $ 109,804 20 Unemployment - - - - $ $ - $ Benefits 21 Harlan Lee - - - - $ - $ $ Proj.(formerly Coasded/Carden) 22 Administrative - - - $ - $ - $ - - Allocation 23 Payment - - - 279,435 279,435 $ 279,435 279,435 $ $ - Reservation 24 City LSW - - - - $ - $ - $ - Enterprise Loan 25 City Loan/Debt - - - - $ $ - $ - - Obligation(Bond) 26 City LEW - - - - $' $ - $ - Enterprise Loan 27 SERAF FV 2010-11 - - - - $ - $ - $ - Loan 29 Unemployment - - - - $ - $ $ - Benefrts 30 Merged and Ranch - - - - $ $ $ Projects 31 Reader Board - - - $ - $ - $ - 32 ODA(Azusa/Arrow - - - - $ - $ - $ - Hwy) 33 Property - - - - $ - $ $ - redeveloped - 34 Administrative - - - 150,000 150,000 $ 150,000 150,000 $ $ - Allocation 35 1989 Ranch Center - - - - $ - $ - $ - Project Loan Azusa Recognized Obligation Payment Schedule(ROPS 15-16B)-Report of Prior Period Adjustments Reported for the ROPS 14-156(January 1,2015 through June 30,2015)Period Pursuant to Health and Safety Code(HSC)section 34186 (Report Amounts in Whole Dollars) ROPS 14-15B Successor Agency(SA)Self-reported Prior Period Adjustments(PPA):Pursuant to HSC Section 34186(a),SAs are required to report the differences between their actual available funding and their actual expenditures for the BOPS 14-15B(January through June 2015)period. The amount of Redevelopment Property Tax Trust Fund(RPTTF)approved for the ROPS 15-16B(January through June 2016)period will be offset by the SA's self-reported ROPS 14-158 prior period adjustment.HSC Section 34186(a)also specifies that the prior period adjustments self-reported by SAs are subject to audi by the county auditor-controller(CAC)and the State Controller. A B C 0 E F G H I J K L M N O P O R S Non-RPTTF Expenditures RPTTF Expenditures Net SA Non-Admin and Admin PPA (Amount Used to Offset BOPS 15-16B Bond Proceeds Reserve Balance Other Funds Non-Admin Admin Requested RPTTF) Available Available Difference RPTTF RPTTF (If total actual CROPS 14-15B Difference CROPS 14-158 exceeds total distributed it all other Net Lesser of (ff K is less than L, distributed it all other Net Lesser of authorized,the Project Name/ available as of Authorized/ the difference is available as of Authorized I total difference is Net Difference ItemA Debt Obligation Authorized Actual Authorized Actual Authorized Actual Authorized a 01/1/15) Available Actualzero) Authorized 01/1/15) Available Actual zero) (MOR) $ - $ _ $ - $ - $ - $ - $ 1A91826 5 1,732,474 $ 1,732 474 $ 1,622,870 $ 109,604 $ 126000 $ 125,000 $ 125.000 25 000, $ 125,000 $ - $ 109,604 36 1990 Ranch - - - - $ - $ - $ Center/Central Business District Loan 37 1989 West End - - - - $ $ $ Project Loan 38 Amount held for Lo - - - - $ - $ - $ - Mod $ - $ - - $ - $ - $ - 5 - $ - $ $ - $ - $ _ $ - $ $ - o - $ $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $, _ $ _ $; $ _ $ $ _ $ - $ - $ - $ _ $ _ $ - $ - $ - $ - $ $ $ - $ - $ $ $ - $ - 3 - $ - $ - $ - s $ - $ $ - $ $ - $ $ $ - $ - $ - $ $ $ $ RESOLUTION NO. 2015-R20 A RESOLUTION OF THE SUCCESSOR AGENCY OF THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF AZUSA APPROVING AND ADOPTING THE RECOGNIZED OBLIGATION PAYMENT SCHEDULE FOR THE PERIOD OF JANUARY 1, 2016 THROUGH JUNE 30, 2016 (ROPS 15- 16B)PURSUANT TO AB xl 26 AS AMENDED BY AB 1484 WHEREAS, Health and Safety Code Section 34169(h), enacted by AB x1 26, requires successor agencies to prepare a Recognized Obligation Payment Schedule ("ROPS") every six-month period. WHEREAS, because the Successor Agency of the former Redevelopment Agency of the City of Azusa ("Agency") previously adopted a ROPS, Resolution No. 2015-R1, dated February 17, 2015, is operative only through December 31, 2015, so that the Agency may continue to meet the Agency's recognized obligations, and NOW, THEREFORE,BE IT RESOLVED, determined and ordered by the Agency as follows: Section 1. The Recitals set forth above are true and correct and incorporated herein by reference. Section 2. The Agency staff is hereby authorized to administratively amend the ROPS in order to remove line items which are subsequently disapproved by the Oversight Board, the California State Department of Finance ("DOF") and the County of Los Angeles Auditor-Controller and to format the ROPS to conform with DOF requirements and to take all necessary and appropriate actions to prepare and submit the ROPS, provided, however, that neither such authorization nor such removal shall be deemed to be, nor are they intended as, an acknowledgement of the validity of AB xl 26 and AB 1484 or such action by the Oversight Board and/or the DOF. The Agency reserves all rights of the Agency to challenge the validity and/or application of any or all provisions of AB xl 26 and AB 1484 in any administrative or judicial proceeding, without prejudice to the Agency's right to list any such removed item on this or a future ROPS. The Agency reserves the right to pursue any and all appeals and any available legal or equitable remedy provided or available by law to obtain the correction of any erroneous decision regarding the ROPS. Section 3. The Agency staff is authorized to include on the ROPS any items which were approved on ROPS I, ROPS II, ROPS III, ROPS 13-14A and ROPS 13-14B, ROPS 14-15A, ROPS 14-15B, ROPS 15-16A, but not fully expended. Section 4. The Agency hereby approves and adopts ROPS 15-16B, in substantially the form attached to this Resolution as Exhibit A, so that the Agency may continue to meet its recognized obligations, all as required by Health and 1 Safety Code section 34169, during the time period from January 1, 2016 through June 30, 2016. The Agency reserves the right to further amend the ROPS in the future in order to provide an accurate schedule. Section 5. The Agency Secretary shall certify to the adoption of this Resolution. Section 6. This Resolution shall become effective upon its adoption. PASSED APPROVED and ADOPTED at a regular meeting of the Successor Agency to the former Redevelopment Agency of the City of Azusa on the 21St day of September, 2015. 7�e 4%1 oseph Romero Rocha Chaiuuan ATTEST: / Je ' - ar'e Cornejo, J . 79 Secretary CERTIFICATION I, Jeffrey Lawrence Cornejo Jr., City Clerk of the City of Azusa, do hereby certify that Resolution No. 2015-R20 was duly adopted by the City Council of the City of Azusa, serving as the Successor Agency to the Former Redevelopment Agency, at a regular meeting held on the 215t day of September 2015, by the following vote of the Agency: AYES: AGENCY MEMBERS: GONZALES, CARRILLO, MACIAS, ALVAREZ, ROCHA NOES: AGENCY MEMBERS: NONE ABSENT: AGENCY MEMBERS: NONE i' 10/0 .de J-.- re La ;`"iCornejo, Jr. Secretary APPROVED AS TO FORM: Best est& Kriege , LLP Legal Counsel 2 SECRETARY'S CERTIFICATE I, the undersigned Secretary of the Successor Agency of City of Azusa, hereby certify that the foregoing is a full, true and correct copy of Resolution No. 2015-R20 duly adopted at a regular meeting of the Successor Agency of said City held on September 21, 2015, of which meeting all of the members of said Board had due notice and at which a majority thereof were present; and that at said special meeting said resolution was adopted by the following vote: AYES: AGENCY MEMBERS: GONZALES, CARRILLO, MACIAS, ALVAREZ, ROCHA NOES: AGENCY MEMBERS: NONE ABSENT: AGENCY MEMBERS: NONE I further certify that I have carefully compared the same with the original minutes of said meeting on file and of record in my office; that the foregoing resolution is a full, true and correct copy of the original resolution adopted at said meeting and entered in said minutes; and that said resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect. Dated: September 21, 2015 i' e Cornejo, Jr /"17 ' Secretary of the Successor Agency EXHIBIT A RECOGNIZED OBLIGATION PAYMENT SCHEDULE 15-16B