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Agenda Packet - March 7, 2011
4c) ''''r1:. r . „,, . rs ktz./„Fev, us AGENDA REGULAR MEETING OF THE CITY COUNCIL,AND THE REDEVELOPMENT AGENCY AZUSA AUDITORIUM MONDAY, MARCH 7,2011 213 EAST FOOTHILL BOULEVARD 6:30 P.M. AZUSA CITY COUNCIL JOSEPH R. ROCHA MAYOR KEITH HANKS ANGEL CARRILLO COUNCILMEMBER COUNCILMEMBER URIEL E. MACIAS ROBERT GONZALES COUNCILMEMBER MAYOR PRO-TEM NOTICE TO THE PUBLIC Copies of staff reports or other written documentation relating to each item of business referred to on the Agenda are on file in the Office of the City Clerk and are available for public inspection at the City Library. Persons who wish to speak during the Public Participation portion of the Agenda,shall fill out a card requesting to speak and shall submit it to the City Clerk prior to the start of the City Council meeting. When called, each person may address any item on or off the agenda during the public participation. 6:30 P.M. CLOSED SESSION 1. CONFERENCE WITH LABOR NEGOTIATOR (Gov. Code Sec. 54957.6) Agency Negotiators: Administrative Services Director-Chief Financial Officer Kreimeier and City Manager Delach Organizations SEIU and APMA 2. REAL PROPERTY NEGOTIATIONS (Gov. Code Sec. 54956.8) 03/07/11 - 1 - Agency Negotiators: City Manager Delach and Assistant City Manager Makshanoff Under Negotiation: Price and Terms of Payment. a. NEC AZUSA/ARROW SITE Address: 17511 E. Arrow Hwy, Azusa, CA 91702 Negotiator: Fowler Family Trust Address: 17525 E. Arrow Hwy Negotiating Parties: City of Azusa and City of Azusa Redevelopment Agency b. DAY LABORER SITE Address: APN#8615-007-017 Negotiator: Waste Management Any person wishing to comment on any of the Closed Session items listed above may do so now. 7:30 P.M. -REGULAR MEETING OF THE CITY COUNCIL. 1. Call to Order 2. Pledge to the Flag 3. Invocation— Pastor Ariel Verayo of Jesus Is Lord Church A. PUBLIC PARTICIPATION (Person/Group shall be allowed to speak without interruption up to five(5)minutes maximum time,subject to compliance with applicable meeting rules. Questions to the speaker or responses to the speaker's questions or comments shall be handled after the speaker has completed his/her comments. Public Participation will be limited to sixty(60) minutes time.) B. REPORTS,UPDATES,AND ANNOUNCEMENTS FROM STAFF/COUNCIL 1. Mayor Rocha — a. Presentation of Proclamation to Leslie Dierking for her services on the Personnel Board. b. Request for proclamation for National Donate Life Month. 2. Councilmember Macias — a. Presentation of check to the Convalescent Aid Society. b. Update on the Farmer's Market for Block 36. 3. Presentation of Casino Night fund raising proceeds to Azusa American Little League,Azusa National Little League and Jr. All American Football. C. SCHEDULED ITEM 03/07/11 - 2 - 1. APPROVAL OF AN AGREEMENT WITH FAMILY FESTIVAL PRODUCTIONS INCORPORATED (FFPI) TO PRODUCE A FARMER'S MARKET ON BLOCK 36. RECOMMENDED ACTION: Authorize the Mayor to sign an Agreement with FFPI to produce a weekly Farmer's Market on Block 36. D. CONSENT CALENDAR The Consent Calendar adopting the printed recommended actions will be enacted with one vote. If Councilmembers or Staff wish to address any item on the Consent Calendar individually, it will be considered under SPECIAL CALL ITEMS. 1. APPROVAL OF THE MINUTES OF THE REGULAR MEETING OF FEBRUARY 22,2011 AND THE SPECIAL MEETING OF FEBRUARY 22,2011. RECOMMENDED ACTION: Approve Minutes as written. 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). 3. CITY TREASURER'S REPORT AS OF JANUARY 31,2011. RECOMMENDED ACTION: Receive and file the Report. 4. AUTHORIZATION TO SOLICIT BIDS FOR 2010-2011CIP PROJECT SLAUSON PARK AQUATIC CENTER LED INTERIOR POOL LIGHTING (CIP#41011E) RECOMMENDED ACTION: Authorize staff to solicit bids for the following 2010-2011 Capital Improvement Project: Purchase and installation of(22) LED light fixtures in the interior of the Aquatic Center's (3)pools. (CIP#41011E) 5. CLASS SPECIFICATION REVISION—ENGINEERING ASSOCIATE RECOMMENDED ACTION The Personnel Board recommends,pursuant to the City of Azusa Civil Service Rules Section 3.3, that the City Council adopt the revised class specifications for Engineering Associate. 6. ESTABLISHMENT OF NEW CLASS SPECIFICATION AND SALARY SCHEDULE — PROPERTY, EVIDENCE AND CRIME SCENE TECHNICIAN. 03/07/11 - 3 - RECOMMENDED ACTION: The Personnel Board recommends that the City Council approve,pursuant to City of Azusa Civil Service Rules Section 3.3,the new classification of Property,Evidence,and Crime Scene Technician(PE&CST)in the Police Department, and the corresponding salary schedule. 7. AMENDMENT TO TOLLING AGREEMENT IN NRDC V.COUNTY OF LOS ANGELES. USDC CASE NO.: 08-1467 AHM (PLAx) RECOMMENDED ACTION: Direct the Mayor to sign the"Amendment to Tolling Agreement"on behalf of the City of Azusa. 8. AUTHORIZATION TO SOLICIT BIDS FOR THE REHABILITATION OF THE POLICE STATION ROOF. RECOMMENDED ACTION: Authorize staff to solicit bids for the Police Station Roof Rehabilitation Project. 9. WARRANTS. RESOLUTION AUTHORIZING PAYMENT OF WARRANTS BY THE CITY. RECOMMENDED ACTION: Adopt Resolution No. 11-C19. CONVENE JOINTLY WITH THE REDEVELOPMENT AGENCY TO DISCUSS THE FOLLOWING: E. JOINT CITY AND AGENCY ITEMS 1. JOINT PUBLIC HEARING -TO CONSIDER RESOLUTIONS GOVERNING THE TRANSFER FROM THE AGENCY TO THE CITY OF CERTAIN REAL PROPERTY KNOWN AS APN NUMBERS 8611-004-011,8611-004-012,8611-004-013,8611-004-902,8611-004-903,8611-004-904, 8611-004-905,8611-004-906, 8611-004-907,8611-003-921 FOR PUBLIC PURPOSES. RECOMMENDED ACTION: Open the Joint Public Hearing; receive testimony, close the Hearing. Waive further reading and adopt Resolution No. 11-R9, (Agency)and No. 11-C20,(City) calling for the transfer of certain real property to the City for public purposes. 2. JOINT PUBLIC HEARING - TO CONSIDER RESOLUTIONS GOVERNING THE TRANSFERRING FROM THE AGENCY TO THE CITY CERTAIN REAL PROPERTY KNOWN AS THE DALTON PROPERTY FOR PUBLIC PURPOSES. 03/07/11 -4 - RECOMMENDED ACTION: Open the Joint Public Hearing; receive testimony, close the Hearing. Waive further reading and adopt Resolution No. 11-R10,(Agency)and No. 11-C21,(City)calling for the transfer of Agency property to the city for Public Purposes,which include,but are not limited to the construction of a new Library. 3. JOINT PUBLIC HEARING -TO CONSIDER RESOLUTIONS GOVERNING THE TRANSFER FROM THE AGENCY TO THE CITY OF CERTAIN REAL PROPERTY TO REPAY OUTSTANDING INDEBTEDNESS RECOMMENDED ACTION: Open the Joint Public Hearing; receive testimony, close the Hearing. Waive further reading and adopt Resolution No. 11-C22, (City) and No. 11-R11 — 14, (Agency), calling for the immediate repayment of outstanding indebtedness owed to the City by the Redevelopment Agency by transferring Agency owned property to the City. 4. JOINT PUBLIC HEARING - TO CONSIDER THE PROPOSED OPTION TO SELL FOR DEVELOPMENT AGENCY OWNED PROPERTY, GENERALLY LOCATED AT THE INTERSECTION OF ALOSTA AVENUE AND ROCKVALE AVENUE AND KNOWN AS THE ATLANTIS GARDENS SITE, ACQUIRED IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, WITH TAX INCREMENT MONEY. RECOMMENDED ACTION: Open the Joint Public Hearing; receive testimony, close the Hearing. Waive further reading and adopt Resolution No. 11-C23, (City) and No. 11-R15, (Agency), approving an Option Agreement with Mercy Housing California for the purpose of facilitating Mercy's acquisition of the Agency's property in the Atlantis Gardens neighborhood. CITY COUNCIL TO RECESS AND AZUSA REDEVELOPMENT AGENCY TO CONTINUE: F. AGENCY SCHEDULED ITEMS None. G. AGENCY CONSENT CALENDAR The Consent Calendar adopting the printed recommended actions will be enacted with one vote. If Boardmembers or Staff wish to address any item on the Consent Calendar individually, it will be considered under SPECIAL CALL ITEMS. 03/07/11 - 5 - 1. APPROVAL OF THE MINUTES OF THE REGULAR MEETING OF FEBRUARY 22,2011. RECOMMENDED ACTION: Approve Minutes as written. 2. AGENCY TREASURER'S REPORT AS OF JANUARY 31,2011. RECOMMENDED ACTION: Receive and file the Report. 3. WARRANTS. RESOLUTION AUTHORIZING PAYMENT OF WARRANTS BY THE AGENCY. RECOMMENDED ACTION: Adopt Resolution No. 11-R16. ADJOURN AS THE REDEVELOPMENT AGENCY AND RECONVENE AS THE CITY COUNCIL H. ADJOURNMENT 1. Adjourn. UPCOMING MEETINGS: March 21,2011,City Council Meeting—6:30 p.m. Azusa Auditorium. March 28, 2011, Utility Board Meeting—6:30 p.m. Azusa Light and Water Conference Room April 4, 2011, City Council Meeting—6:30 p.m. Azusa Auditorium April 18, 2011, City Council Meeting—6:30 p.m. Azusa Auditorium In compliance with Government Code Section 54957.5,agenda materials are available for inspection by members of the public at the following locations: Azusa City Clerk's Office-213 E. Foothill Boulevard,Azusa City Library- 729 N. Dalton Avenue, and Azusa Police Department Lobby- 725 N.Alameda,Azusa, California. In compliance with the Americans with Disabilities Act,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. 03/07/11 - 6 - rP "*.; H— r " ,4c rr'9</EOR, L_-..- us SCHEDULED ITEM TQ: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: TITO HAES, ASSISTANT CITY MANAGER/PUBLIC WORKS DIRECTOR VIA: F.M. DELACH, CITY MANAGER DATE: MARCH 7, 2011 SUBJECT: APPROVAL OF AN AGREEMENT WITH FAMILY FESTIVAL PRODUCTIONS INC. (FFPI) TO PRODUCE A FARMER'S MARKET ON BLOCK 36 RECOMMENDATION It is recommended that the City Council authorize the Mayor to sign an Agreement with FFPI to produce a weekly Farmer's Market on Block 36. BACKGROUND On May 3, 2010, the City Council approved a resolution setting forth the City's commitment to obesity prevention. The adopted resolution stated the City Council would "facilitate the citing of new grocery stores, community gardens and farmers markets to increase access to healthy food, including fresh fruits and vegetables." On September 7, 2010, the City Council authorized staff to negotiate an agreement with FFPI to produce a weekly Farmer's Market on Block 36. Staff prepared the attached agreement with FFPI to produce a Farmer's Market on Block 36 on Saturdays from 9:00 a.m. to 1:00 p.m. from April 2, 2011 through September 24, 2011. The agreement may be extended through September 30, 2013. FFPI proposes to provide all necessary show infrastructure, including power generators, quality portable restrooms, street/event signage, and any necessary barricades. FFPI is prepared to include a Certified Farmer's Market, food court area, children's play zone, commercial vendor's booths, and live entertainment. Staff will work with FFPI staff to ensure the quality of vendors. FFPI is a Monrovia based company that presents street fairs and festivals, certified farmer's markets, catered events, and special events of all types. FFPI is the current producer of Old Town Monrovia's successful Friday night Family Festival event and Sunday Farmer's Market. In addition to Monrovia's events, FFPI currently puts on street fairs in Uptown Whittier and the City of La Verne. FISCAL IMPACT As FFPI will provide all necessary show infrastructure, there would be no fiscal impact to the City associated with the Farmer's Market. Staff will promote the events using existing publications. Attachment: Agreement with Family Festival Productions Inc. AGREEMENT This AGREEMENT ("Agreement") is made effective as of this day of , 2011, by and between the CITY OF AZUSA ("City"), a municipal corporation, and FAMILY FESTIVAL PRODUCTIONS, INC ("FFPI"), a California corporation (all parties referred to herein collectively as "Parties" and individually as "Party"). RECITALS WHEREAS, FFPI wishes to conduct a seasonal farmers' market and street fair ("Farmers' Market") on the parcel of real property in the City of Azusa described in Exhibit A ("Property") which is incorporated herein by reference; and WHEREAS, City wishes to provide a location and advertising for the Farmers' Market; and WHEREAS, City wishes to waive business licensing and applicable vendor fees for the Farmers' Market; and WHEREAS, the City Council finds that this assistance serves a public purpose of City by contributing to the economic development of City and its citizens, providing local farmers and food producers a venue to sell their produce to the public, and providing Azusa residents and visitors with a community event; and WHEREAS, the Parties seek to establish a viable Farmers' Market to provide local farmers and food producers a venue to sell their produce to the general public. TERMS In consideration of the foregoing recitals, the mutual understandings contained in this Agreement, and other good, valuable and sufficient consideration, the Parties hereto agree as follows: 1. INCORPORATION OF RECITALS. The Parties acknowledge that the above recitals are true and correct, and incorporate those recitals by reference into this Agreement. 2. FARMERS' MARKET. FFPI agrees to conduct the Farmers' Market each and every Saturday from nine o'clock in the morning (9:00 A.M.) until one o'clock in the afternoon (1:00 P.M.) on the Property. FFPI agrees to produce and conduct a weekly Farmers' Market in a safe, clean, and attractive manner. FFPI will provide all equipment, materials, services, and will be responsible for all expenses in connection with FFPI's performance on this Agreement, except to the extent that such materials and services are specifically stated in this Agreement to be provided by the CITY. FFPI agrees that vendors shall include local farmers or food producers offering their produce, foodstuffs or other goods for sale, barter or other lawful transaction to members of the general public. 3. TERM OF AGREEMENT. 3.1. FFPI agrees to conduct the Farmers' Market according the terms of this Agreement on the Property for a 26 week period ("Trial Period"). The Trial Period shall begin April 2, 2011 and end September 24, 2011. At the conclusion of the Trial Period, FFPI may continue operating the Farmers' Market according to the terms of this Agreement through September 30, 2013. FFPI agrees that City shall not be obligated to provide the Farmers' Market, FFPI or anyone else direct financial assistance for the development, maintenance or operation of the Farmers' Market. Individual shows may be cancelled due to inclement weather as determined by both FFPI and the City. 3.2. The initial term of this Agreement shall be from its date of signing until the conclusion of the Trial Period. During the Trial Period or as soon as is practicable upon its expiration, City and FFPI shall meet and confer regarding the continuing viability of the Farmers' Market. If the Parties agree that the Farmers' Market is viable, this Agreement shall remain in effect indefinitely, provided that either Party may terminate this Agreement upon thirty (30) days' written notice. 4. INDEPENDENT CONTRACTOR. 4.1. FFPI agrees to hire, employ or otherwise direct a Site Manager to coordinate, manage and operate each and every Farmers' Market. FFPI agrees to obtain all permits and franchises required by law, and maintain clean, safe, and attractive conditions of all aspects of the Farmers' Market. FFPI agrees to comply with all City ordinances and directives. FFPI agrees to provide all necessary trash containers, trash clean up, refuse disposal services, and all necessary toilets and disposal services. FFPI agrees to provide all necessary electrical service for the Farmers' Market. 4.2. FFPI enters into this Agreement as an independent contractor and not as an employee of the City. FFPI shall have no power or authority by this Agreement to bind the City in any respect. Nothing in this Agreement shall be construed to be inconsistent with this relationship or status. All employees, agents, contractors or subcontractors hired or retained by FFPI, including but limited to the Site Manager and any vendor, are employees, agents, contractors or subcontractors of FFPI and not of the City. The City shall not be obligated in any way to pay any wage claims or other claims made against FFPI by any such employees, agents, contractors or subcontractors, or any other person resulting from performance of this Agreement. 5. FEE WAIVER. City agrees to waive any and all applicable business licensing and vendor fees for FFPI and its vendors' activities at the Farmers' Market. 6. ADVERTISING. City agrees to advertise and publicize the opening and existence of the Farmers' Market during the Trial Period. City may advertise the Farmers' Market in any medium or forum it wishes, including, but not limited to, utility bill inserts, fliers, City- sponsored newsletters and brochures, signage, City press releases and local newspapers. City may or may not advertise the Farmers' Market past the Trial Period at its sole discretion. 7. USE OF CITY PROPERTY. City agrees to allow FFPI to use the Property every Saturday at the agreed upon times for conducting the Farmers' Market. - 2 - 8. NOTICE. Any notice, payment or instrument required or permitted by this Agreement to any party shall be deemed to have been received when personally delivered to any party or seventy-two (72) hours following mailing of the same, first class, postage prepaid, addressed as follows: City: City of Azusa 213 East Foothill Boulevard Azusa, CA 91702 Phone: (626) 812-5248 /Fax: (626) 334-0410 Attn: Tito Haes, Public Works Director/Asst City Manager FFPI: Family Festival Productions, Inc. P.O. Box 1795 Monrovia, CA 91017 Phone: (866) 440-3374/Fax: (626) 459-4678 Attn: David W. Gayman, President 9. INDEMNITY. FFPI shall indemnify, defend and hold harmless City, its elected officials, officers, agents, employees and volunteers ("Indemnified Parties") from and against any and all claims, damages, demands, liability, costs, losses and expenses, including, without limitation, court costs and reasonable attorneys' fees, arising out of, in connection with or in any way related to FFPI's actions or inactions related to this Agreement, including without limitation any actions or inactions related to the Farmers' Market, except such loss or damage caused by the sole negligence of City. 10. COMMERCIAL GENERAL LIABILITY INSURANCE. As a condition precedent to the effectiveness of this Agreement and without limiting the indemnity provisions of this Agreement, FFPI shall obtain and maintain in full force and effect a policy of Commercial General Liability Insurance which affords coverage at least as broad as the latest version of Insurance Services Office "occurrence" Form CG 0001 with minimum limits of at least $1,000,000 per occurrence for bodily injury, personal injury and property damage ("Required Insurance"). If written with an aggregate, either the general aggregate limit shall apply separately to this Agreement or the general aggregate limit shall be twice the required occurrence limit. Defense costs shall be paid in addition to the limits. 10.1. The Required Insurance shall name the Indemnified Parties as additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement. The Additional Insured Endorsement shall be on a form subject to approval by the City Attorney and similar to Insurance Services Office Endorsement Form CG 2010 and contain no other modifications to the policy. 10.2. FFPI shall provide City with original certificates of the Required Insurance prior to FFPI's use of the Property. 10.3. The Required Insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the Indemnified Parties shall not contribute with this primary insurance. - 3 - 10.4. The Required Insurance policy shall not be canceled or the coverage suspended, voided, reduced or allowed to expire until a thirty (30) days' prior written notice of cancellation has been served upon City except ten (10) days' prior written notice shall be allowed for non- payment of premium. 10.5. The Required Insurance shall be obtained from a company or companies with a current A.M. Best's rating of no less than A:VII and authorized to do business in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any applicable federal law. 11. WORKERS' COMPENSATION INSURANCE. As a condition precedent to the effectiveness of this Agreement and without limiting the indemnity provisions of this Agreement, FFPI shall provide evidence satisfactory to the City that it has secured all Workers' Compensation Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. 12. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Parties hereto. No assignment of this Agreement shall be made without City's prior written consent, which shall be granted or denied at City's sole discretion. 13. ATTORNEYS' FEES. If any legal action, or any arbitration or other proceeding is initiated for the enforcement of this Agreement or because of any alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys' fees, witness fees and other costs incurred in that action or proceeding, in addition to any other relief to which it may be entitled. 14. SEVERABILITY. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, such portion shall be deemed severed from this Agreement and the remaining parts shall remain in full effect as though such invalid or unenforceable provision had not been a part of this Agreement. 15. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. Venue shall be Los Angeles County. 16. ENTIRE AGREEMENT. This Agreement embodies the entire understanding and agreement between the Parties pertaining to the matters described herein and supersedes and cancels all prior oral or written agreements between the Parties with respect to these matters. Each Party acknowledges that no party, agent or representative of the other party has made any promise, representation or warranty, express or implied, not expressly contained in this Agreement, that induced the other Party to sign this document. - 4 - In Witness Whereof, the Parties hereto have signed this Agreement the day and year first above written. CITY OF AZUSA FAMILY FESTIVAL PRODUCTIONS, INC. BY: BY: Joseph R. Rocha, Mayor David W. Gayman, President ATTEST: BY: Vera Mendoza, City Clerk APPROVED AS TO FORM: City Attorney - J EXHIBIT"A" LEGAL DESCRIPTION OF PROPERTY Lot 2 of Tract No. 68892, in the City of Azusa, County of Los Angeles, State of California, as per map recorded in Block 1347, Pages 85 through 86 in the office of the recorder of the County of Los Angeles. - 1 - 11117711111110.1 )7— d �:i Aa^-F ,��'�"`' £ �.�i�. � '94foot P' .,. 'a US � CITY OF AZUSA MINUTES OF THE CITY COUNCIL REGULAR MEETING TUESDAY,FEBRUARY 22,2011—7:30P.M. The City Council of the City of Azusa met in regular session at the above date and time in the Azusa Auditorium located at 213 E.Foothill Boulevard,Azusa,CA 91702. Mayor Rocha called the meeting to order. Flag Salute was led by Daniel John and Yvette Dominguez, Call to Order grandchildren of the late John Sonny Dominguez. Flag Salute Invocation was given by Reverend Le Roy of the First Assembly of God Church Invocation ROLL CALL Roll Call PRESENT: COUNCILMEMBERS: GONZALES,CARRILLO,MACIAS,HANKS,ROCHA ABSENT: COUNCILMEMBERS: NONE ALSO PRESENT: Also Present City Attorney Martinez, City Manager Delach, Assistant City Manager Makshanoff, Police Chief Garcia, Director of Public Works Haes,Administrative Services Director-Chief Financial Officer Kreimeier,Public Information Officer Quiroz, Assistant Director of Economic and Community Development McNamara, Director of Utilities Morrow,Library Director Johnson,City Clerk Mendoza,Deputy City Clerk Toscano. PUBLIC PARTICIPATION Pub Part Mr. Art Morales addressed Council and audience welcoming all to the meeting stressing the importance of A.Morales it. He also urged all to vote in the General Municipal Election to be held on March 8,2011,expressing his Comments choices for Council. He also talked about the Gold Line coming to Azusa. Ms.Margarita Ramirez of Azusa Pacific University addressed Council announcing the upcoming Research M.Ramirez -Conference to be held on March 2,2011,at 9:30 a.m.at Azusa Pacific University West Campus. Comments Mr. Rick Mac Donald addressed Council detailing his history in Azusa and praised Councilmembers for R.MacDonald successful projects throughout the City. He talked about his choices for Council in the upcoming election. Comments Ms. Mercedes Castro addressed Council urging all to vote in the March 8`h election voicing her choice for M.Castro Council. Comments Ms. Jeri Vogel addressed Council and talked about the contents of a sample ballot and her doubt about the J.Vogel truthfulness of it. Comments Mr. Gilbert Becerril,Chairman of the Poverty Summit addressed Council providing statistics regarding the G.Becerril program and urged the City to contribute funds to it. Comments Mr.Josh Wallace addressed Council providing information on his recent Eagle Scout Project and thanked all J.Wallace for their donations. He announced the Azusa High School Band Pageantry and invited all to attend the fund Comments raiser Spaghetti Dinner and Silent Auction on March 5,2011. City Clerk Mendoza read a letter into the record from Mr. Jorge Rosales who addressed items C-3, Ltr J.Rosales Repayment of Outstanding Indebtedness Owed to the City by the Azusa Redevelopment Agency and E-1 Comments Loan Agreement and Budget Amendment for Supplemental Educational Revenue Augmentation Fund Payment,expressing his concern regarding both items. REPORTS.UPDATES COUNCIL BUSINESS AND ANNOUNCEMENTS-STAFF Rpts,Updates City Manager Delach responded to comments made during public participation regarding a potential new City Manager Library pointing out that the development agreement and revenues from the mining were one of three Comments sources that were to be used and planned in the potential construction of a new Library,the other two were Redevelopment Tax Increment and additional economic development projects; he detailed how mining revenues would not be enough funding to construct a new Library. Mr. Charles D. Olsen, Citrus College Student Veterans Ambassador addressed Council detailing the C.Olsen programs geared specifically towards Veterans offered at the college. For additional information please call Comments (626)857-4175. Moved by Councilmember Gonzales, seconded by Mayor Pro-Tern Gonzales and unanimously carried to Proc D.Battles approve request for proclamation for Daniel Battles for attaining Eagle Scout status. Eagle Scout Fire Fighter Jack Heisner addressed Council and introduced members of Explore Post 16,and expressed his J.Heisner appreciation for donations to the Post. Comments Moved by Councilmember Macias, seconded by Mayor Pro-Tern Gonzales and unanimously carried to Sponsorship approve a$5,000 donation to the Explorer Post 16 of Fire Station 32. Explorer Post SCHEDULED ITEMS Sched Items LOS ANGELES COUNTY FIRE DEPARTMENT WEED ABATEMENT PROTEST HEARING. Weed Abmt Assistant Director of Economic and Community Development McNamara addressed the informal Public C.McNamara Hearing stating that this is to allow the property owners to object to the brush and clearance notice that they Comments received, testimony should be received, adoption of the order to abate should be considered, all affected property owners have been contacted and costs associated with the weed abatement are placed on property tax rolls. Testimony was solicited, but none was received. Moved by Councilmember Macias, seconded by Mayor Abatement Pro-Tern Gonzales and carried by roll call to approve the motion and abatement order directing abatement of Order appvd the nuisance by removing all weeds and rubbish from the affected improved parcels. CONSIDERATION OF BUDGET APPROPRIATION FOR HOMELESS VOUCHER PROGRAM. Homeless Pgrm Lengthy discussion between Councilmembers and staff regarding the Homeless Voucher Program which included consideration of addressing the item at budget time, account the funds would be taken from, the urgency of the funding,who processes the requests for funding,etc. It was then moved by Councilmember Carrillo,seconded by Mayor Pro-Tern Gonzales and unanimously carried to approve a one time allotment of $5,000 for the Homeless Voucher Program. REPAYMENT OF OUTSTANDING INDEBTEDNESS OWED TO THE CITY BY THE AZUSA Repayment REDEVELOPMENT AGENCY Outstanding Debt CRA City Manager Delach and Administrative Services Director-Chief Financial Officer Kreimeier presented the item and detailed the issue noting that in response to the Governor's proposed budget and the recommended elimination of Redevelopment Agencies statewide, they are requesting repayment of loans to the Agency. Discussion was held between Councilmembers and staff regarding the matter. Councilmember Carrillo offered a Resolution entitled: • A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA,CALIFORNIA,CALLING AN Res. 11-C12 AGENCY LOAN AND REQUIRING IMMEDIATE REPAYMENT OF OUTSTANDING Calling Loan INDEBTEDNESS OWED TO THE CITY. (229 S.Azusa Avenue) 229 S.Azusa Moved by Councilmember Carrillo,seconded by Councilmember Hanks to waive further reading and adopt the resolution. Resolution passed and adopted by the following vote of the Council: AYES: COUNCILMEMBERS: GONZALES,CARRILLO,MACIAS,HANKS,ROCHA NOES: COUNCILMEMBERS: NONE ABSENT: COUNCILMEMBERS: NONE Councilmember Carrillo offered a Resolution entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA,CALIFORNIA,CALLING AN Res. 11-C13 AGENCY LOAN AND REQUIRING IMMEDIATE REPAYMENT OF. OUTSTANDING Calling Loan INDEBTEDNESS OWED TO THE CITY. (Downtown North(A-2&A-3 sites)). Downtown North A-2&A- 3 Sites 02/22/11 PAGE TWO Moved by Councilmember Carrillo,seconded by Councilmember Hanks to waive further reading and adopt the resolution. Resolution passed and adopted by the following vote of the Council: AYES: COUNCILMEMBERS: GONZALES,CARRILLO,MACIAS,HANKS,ROCHA NOES: COUNCILMEMBERS: NONE ABSENT: COUNCILMEMBERS: NONE Councilmember Carrillo offered a Resolution entitled: Res. 11-C14 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA, CALIFORNIA, CALLING AN Calling Loan AGENCY LOAN AND REQUIRING IMMEDIATE REPAYMENT OF OUTSTANDING NEC Azusa INDEBTEDNESS OWED TO THE CITY. (NEC Azusa Avenue&Arrow Highway). &Arrow Moved by Councilmembef Carrillo,seconded by Councilmember Hanks to waive further reading and adopt the resolution. Resolution passed and adopted by the following vote of the Council: AYES: COUNCILMEMBERS: GONZALES,CARRILLO,MACIAS,HANKS,ROCHA NOES: COUNCILMEMBERS: NONE ABSENT: COUNCILMEMBERS: NONE REPORTS.UPDATES COUNCIL BUSINESS AND ANNOUNCEMENTS-STAFF(continued) Rpts,Updates Mayor Pro-Tern Gonzales congratulated and thanked Councilmember Macias for co-chairing the successful Gonzales Casino Night held at the Woman's Club on Friday,February 18th and thanked Councilmember Carrillo for Comments his support. The proceeds will go towards both American and National Little Leagues. He asked that the meeting be adjourned in memory of Billy Avalos and Ray Chivara Jr. Councilmember Macias expressed his appreciation for being a part of the Casino Night fund raiser. Macias Corn. Councilmember Carrillo congratulated all involved in the Casino Night fund raiser. He talked about Police Carrillo Retirement Dinner he attended over the week end and recognized those who retired as follows: Mark Comments Walters,John Fischer,Alan Foley,Jerry Arnold,Tom Montegue and Melissa Powell. Mayor Rocha stated that the meeting will be adjourned in memory of Sonny Dominguez,Billy Avalos and Rocha Raymond Chivara Jr. He announced that on Saturday,March 5,2011 at 8 a.m.there will be a tree planting Comments event at Gladstone High School,at 10 a.m.is Opening Day Ceremonies at American Little League,at 6 p.m. there will be a Spaghetti Dinner Fundraiser at Azusa High School for the Band. The CONSENT CALENDAR consisting of Items D-1 through D-6 was approved by motion of Consent Councilmember Hanks,seconded by Mayor Pro-Tem Gonzales,and unanimously carried. Calendar 1. The minutes of the regular meeting of February 7, 2011 and special meeting of January 31, 2011, Min appvd were approved as written. 2. HUMAN RESOURCES ACTION ITEMS. HR Action Human Resources Action Items were approved as follows: Items Merit Increase and/or Regular Appointment: E.Vasquez and J.Picazo. 3. Formal sealed bid process was waived and approval was given for the issuance of a Purchase Order to Purchase HD Supply of Santa Fe Springs,CA,in an amount not to exceed$111,562 for the purchase of 2,450 Copper Cable circuit feet of 500 MCM Primary Copper Cable. Primary CC 4. Notice of Completion for the following project was approved and staff was authorized to file the NOC Target Notice of Completion with the Los Angeles County Clerk: Target Intersections Improvements Intersect Project No.66110G—$366,392.27—CT&F Incorporated,Bell Gardens,CA 90201. Improvements 5. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA SUPPORTING THE Res. 11-C15 STATE ROUTE 57/STATE ROUTE 60 MIXED FLOW INTERCHANGE IMPROVEMENTS AS Supporting IDENTIFIED IN THE LOS ANGELES COUNTY METRO 2008 LONG RANGE State 57&60 TRANSPORTATION PLAN AND IN THE SOUTHERN CALIFORNIA ASSOCIATION OF Mixed Flow GOVERNMENTS 2008 REGIONAL TRANSPORTATION PLAN. Interchange Improvement 6. The following resolution was adopted and entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA ALLOWING CERTAIN Res. I1-C16 CLAIMS AND DEMANDS AND SPECIFYING THE FUNDS OUT OF WHICH THE SAME ARE Warrants TO BE PAID. SPECIAL CALL ITEMS Spec Call None. None 02/22/11 PAGE THREE THE CITY CONVENED JOINTLY WITH THE REDEVELOPMENT AGENCY AT 8:49 P.M.TO Convene jointly DISCUSS THE FOLLOWING: w/CRA JOINT CITY AND AGENCY ITEM Joint•Item • LOAN AGREEMENT AND BUDGET AMENDMENT FOR SUPPLEMENTAL EDUCATIONAL Loan Agmt REVENUE AUGMENTATION FUND(SERAF)PAYMENT. Bdgt Amend SERAF Executive Director/City Manager Delach presented the item noting that the Redevelopment Agency is obligated to pay $512,545 to Los Angeles County for deposit into the Supplemental Educational Revenue Augmentation Fund (SERAF), to help address the state budget shortfall in 2009. Discussion was held between Directors/Council and staff regarding the Fiscal Impact and other issues regarding the matter. Director Hanks offered a Resolution entitled: A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA REQUESTING A Res. 11-R6 LOAN FROM THE CITY OF AZUSA FOR PURPOSES OF THE MERGED AND RANCH CENTER Requesting REDEVELOPMENT PROJECT AREAS Loan(Agency) Moved by Director Hanks, seconded by Director Carrillo to waive further reading and adopt. Resolution passed and adopted by the following vote of the Agency Directors: AYES: DIRECTORS: GONZALES,CARRILLO,MACIAS,HANKS,ROCHA NOES: DIRECTORS: NONE ABSENT: DIRECTORS: NONE Councilmember Hanks offered a Resolution entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA AUTHORIZING LOANS FOR Res. 11-C17 PURPOSES OF THE MERGED AND RANCH CENTER REDEVELOPMENT PROJECT AREAS. Authorizing Loan(City) Moved by Councilmember Hanks,seconded by Councilmember Carrillo to waive further reading and adopt the resolution. Resolution passed and adopted by the following vote of the Council: AYES: COUNCILMEMBERS: GONZALES,CARRILLO,MACIAS,HANKS,ROCHA NOES: COUNCILMEMBERS: NONE ABSENT: COUNCILMEMBERS: NONE Councilmember Hanks offered a Resolution entitled: A RESOLUTION OF THE CITY OF AZUSA APPROVING APPROPRIATION AMENDMENTS FOR Res. 11-C18 FISCAL YEAR 2010/11 PURSUANT TO SECTION 2-450 OF THE AZUSA MUNICIPAL CODE Appropriation Amendment Moved by Councilmember Hanks,seconded by Councilmember Carrillo to waive further reading and adopt (City) the resolution. Resolution passed and adopted by the following vote of the Council: AYES: COUNCILMEMBERS: GONZALES,CARRILLO,MACIAS,HANKS,ROCHA NOES: COUNCILMEMBERS: NONE ABSENT: COUNCILMEMBERS: NONE Director Hanks offered a Resolution entitled: A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA APPROVING Res. 11-R7 APPROPRIATION AMENDMENTS FOR FISCAL YEAR 2010/11 PURSUANT TO SECTION 2-450 OF Appropriation THE AZUSA MUNICIPAL CODE Amendment (Agency) Moved by Director Hanks, seconded by Director Carrillo to waive further reading and adopt. Resolution • passed and adopted by the following vote of the Agency Directors: AYES: DIRECTORS: GONZALES,CARRILLO,MACIAS,HANKS,ROCHA NOES: DIRECTORS: NONE ABSENT: DIRECTORS: NONE THE CITY COUNCIL RECESSED AND THE REDEVELOPMENT AGENCY CONTINUED AT Cncl Recess 8:56 P.M. THE REDEVELOPMENT AGENCY ADJOURNED AND THE CITY COUNCIL Cncl Rend RECONVENED AT 8:57 P.M. 02/22/11 PAGE FOUR ORDINANCES/SPECIAL RESOLUTIONS Ord/Spec Resos ADOPTION OF AN ORDINANCE CONCERNING THE REGULATION OF ICE CREAM VEHICLE Regs Ice Cream VENDORS. Vendors Councilmember Hanks offered an Ordinance entitled: AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF AZUSA, CALIFORNIA, ADDING A Ord. 11-02 NEW ARTICLE X TO CHAPTER 62 OF THE AZUSA MUNICIPAL CODE REGARDING THE Ice Cream REGULATION OF ICE CREAM VEHICLE VENDORS. Vendor Regulations Moved by Councilmember Hanks, seconded by Mayor Pro-Tern Gonzales to waive further reading and adopt the ordinance. Ordinance passed and adopted by the following vote of the Council: AYES: COUNCILMEMBERS: GONZALES,CARRILLO,MACIAS,HANKS,ROCHA NOES: COUNCILMEMBERS: NONE ABSENT: COUNCILMEMBERS: NONE It was consensus of Councilmembers to adjourn in memory of Sonny Dominguez, Billy Avalos and Adjourn in Raymond Chivara Jr. Memory of S.Dominguez, B.Avalos, TIME OF ADJOURNMENT: 8:58 P.M. R.Chivara,Jr. CITY CLERK NEXT RESOLUTION NO.2011-C19 NEXT ORDINANCE NO.2011-03. 02/22/11 PAGE FIVE — *C1C /FOR t � lfieVtfv ?e .: ` p* " +u... . us CITY OF AZUSA MINUTES OF THE CITY COUNCIL SPECIAL MEETING TUESDAY,FEBRUARY 22,2010—5:30 P.M. The City Council of the City of Azusa met in special session at the above date and time in the Azusa Auditorium located at 213 E.Foothill Boulevard,Azusa. Mayor Rocha called the meeting to order. Call to Order ROLL CALL Roll Call PRESENT: COUNCILMEMBERS: GONZALES,CARRILLO,MACIAS,HANKS,ROCHA ABSENT: COUNCILMEMBERS: NONE ALSO PRESENT: Also Present City Attorney Martinez,Manager Delach,City Clerk Mendoza,Deputy City Clerk Toscano. PUBLIC PARTICIPATION Pub Part None. None. CLOSED SESSION ITEMS Closed Session • The City Council recessed to Closed Session at 5:31 p.m.to discuss the following: Recess PUBLIC EMPLOYEE PERFORMANCE EVALUATION(Gov.Code Sec.54957) Pub Employee Title: City Manager Evaluation City Manager The City Council reconvened at 7:30 p.m. City Attorney Martinez advised that there was no reportable No Reports action taken in Closed Session. Closed Session It was consensus of the Council Members to adjourn. Adjourn TIME ADJOURNMENT:7:30 P.M. CITY CLERK NEXT RESOLUTION NO. 11-C12. A ...nlr •I 7,1 Iv US CONSENT CALENDAR TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: KERMIT FRANCIS, INTERIM DIRECTOR OF HUMAN RESOURCES/PERSONNEL OFFICER VIA: F.M. DELACH, CITY MANAGER/1W DATE: MARCH 7, 2011 SUBJECT: HUMAN RESOURCES ACTION ITEMS RECOMMENDATION It is recommended that the City Council approve the following Personnel Action Requests in accordance with the City of Azusa Civil Service Rules and applicable Memorandum of Understanding(s). BACKGROUND On February 22,2011,the Personnel Board confirmed the following Department Head recommendation regarding the following Personnel Action requests. A. MERIT INCREASE AND/OR REGULAR APPOINTMENT: DEPARTMENT NAME CLASSIFICATION ACTION/EFF RANGE/STEP DATE BASE MO SALARY RFS Lenore Gonzales Recreation Supervisor Merit Increase 4197/3 03/10/2011 $5,516.92 PW Mike Beato Street Maintenance Merit Increase 8153/3 Worker I 09/23/2010 $3,725.20 FISCAL IMPACT There is no fiscal impact, as positions listed are funded in approved department budgets. 3 , ,, 1--- ,, ,.. .--,,:, -, _ ,,,,„;(,)„,,,„ usj3j , _. .., TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL 7zFROM: MARCENE HAMILTON, CITY TREASURER 7 7Zei,t ,.../ M a� DATE: MARCH 7, 2011 SUBJECT: CITY TREASURER'S STATEMENT OF CASH AND INVESTMENT BALANCES FOR THE MONTH OF JANUARY 2011 RECOMMENDATION: It is recommended that the Council Members receive, review, and file the City Treasurer's Report for the City of Azusa for the month of January 2011. BACKGROUND: Transmitted herewith is the City Treasurer's Statement of Cash Balances for the City of Azusa for the month of January 2011. City investments are made in accordance with the City's Investment Policy adopted and approved with Resolution No. 05 — C16 dated, October 18, 2010 and Government Code Section 53600 et seq. FISCAL IMPACT: The balances of cash, investments, and projected revenues for the next six months are expected to be sufficient to meet cash disbursement requirements of the City for at least the next six months. The change in total cash in bank and investments from December 31, 2010 to January 31, 2011 is a net increase of$80,359.57. CITY OF AZUSA TREASURER'S REPORT Treasury Checking Accounts and Certificates of Deposit January 31, 2011 Held in Wells Fargo Bank Prepared by: Marcene Hamilton, Treasurer Interest or Balance Face Maturity Account Number Amount Date Coupon Description or CUSIP or Rate Market Value Checking Accounts General Checking Account XXX-XXX1244 56,751.00 Stagecoach Sweep Account DDA XXX-XXX1244 2,194,729.98 Worker's Compensation Checking XXXX-XX0318 0.00 Flexible Reimbursement XXXX-XX5036 0.00 Payroll Checking(ZBA account) XXXX-XX1393 0.00 Police Petty Cash Fund XXX-X)0(0334 19,161.12 Section 108 0.970% Choice IV-Public Fund Account XXX-XXX2239 30,869.98 200,000 11/14/06 3.060% FHLB 3.060 11/14/06 (Matured) 3133X6PD2 0.00 ISO Collateral Account 300,000 Every 30 Days 0.050% Certificate of Deposit XXX-XXX1658 314,161.44 1,975,001 04/07/07 3.748% Certificate of Deposit XXX-XXX2840 2,359,938.98 Covington Endowment Money Market Mutal Funds WFB XXXX7554 17,700.95 100,000 06/29/09 4.200% Certificate of Deposit- 25467JG21 WFB 25467JG21 100,000.00 TOTALS 5,093,313.45 • CITY OF AZUSA TREASURER'S REPORT • TREASURY INVESTMENTS January 31,2011 Prepared by: Marcene Hamilton,Treasurer Coupon Maturity Settlement Market Price Broker Face Amount Description Rate Date Acct/Cusip No. Date Principal* (Changes Market Value** Monthly) City of Azusa Investments-AAA Rated Federal Agency Bonds a Wachovia Sec 2.000.000 FFCB 2.25002/17/12 2.250% 02/17/12 31331GND7 03/16/09 1,999,000.00 101.856000 2.037.120.00 Wachovia Sec 1.000,000 FHLB 2.25004/13/12 2.250% 04/13/12 3133XTAW6 03/16/09 999,500.00 102.195000 1,021,950.00 Higgins Capital 2,000,000 FHLMC 2.50004/08/13 2.500% 04/08/13 3128X8TZ5 04/08/09 2,000,000.00 100.404000 2.008.080.00 Wachovia Sec 2,000.000 FFCB 1.60006/17/13 1.600% 06/17/13 31331111R6 06/17/10 2,000,000.00 100.364000 2,007.280.00 Gilford Sec 1,000,000 FHLB 1.15012/16/13 1.150% 12/16/13 313370VW5 09/16/10 1,000,000.00 100.081000 1,000,810.00 Gilford Sec 1,000,000 FFCB 2.42002/11/14 2.420% 02/11/14 31331JDL4 02/11/10 1.000,000.00 100.041000 1.000,410.00 Gilford Sec 1,000,000 FHLB 2.40003/24/14 2.400% 03/24/14 3133XXLU9 03/24/10 998,400.00 100.267000 1,002,67000 Gilford Sec 2.000,000 FFCB 2.450 05/13/14 2.450% 05/13/14 31331JNM1 05/14/10 2.000,000.00 100.426000 2,008.520.00 Gil ford Sec 1,000.000 FHLB 1.7257/28/14 1.725% 07/28/14 313372DG6 01/28/11 1,000.000.00 100.079000 1,000,790.00 Wachovia Sec 1.000,000 FHLB 1.25007/29/14 1.250% 07/29/14 313370YK8 09/17/10 1,000.000.00 99.306000 993,060.00 Wachovia Sec 1.000,000 FHLB 1.45008/25/14 1 450% 08/25/14 313370Q84 08/25/10 1,000000.00 98.546000 985,460.00 Wachovia Sec 1,000,000 FFCB 1.45009/02/14 1.450% 09/02/14 313311C43 09/02/10 1,000,000.00 99.398000 993,980.00 Gilford Sec 1,000,000 FFCB 2.95002/02/15 2.950% 02/15/15 31331JCX9 02/02/10 1.000,000.00 100.008000 1,000,080.00 Gilford Sec 2.000,000 FFCB 2.98004/20/15 2.980% 04/28/15 313311LB7 04/20/10 2.000.000.00 101.830000 2,036,600.00 Wachovia Sec 2,000,000 FHLB 2.000 Step Up to 3.300 2.000% 05/18/15 3133XYCC7 05/18/10 1.998,750.00 101.191000 2,023,820.00 Wachovia Sec 1.000,000 FHLB 1.000 Step Up to 4% 1.000% 08/25/15 313370IZ9 08/25/10 1,000.000.00 99.423000 994,230.00 Gilford Sec 1,000,000 FHLB 1.000 Step Up to 3% 1.000% 11/19/15 313371N77 11/19/10 1,000.000.00 98 444000 984,440.00 Gilford Sec 1,000,000 FFCB 2.00011/23/15 2.000% 11/23/15 31331J3A9 11/23/10 1,000,000.00 98.371000 983.710.00 Wachovia Sec 1.000,000 FHLB 2.20012/21/15 2.200% 12/21/15 _ 3133723L6 1221/10 1,000,000.00 99.614000 996,140.00 TOTALS 25,000,000 24,995,650.00 25,079,150.00 City of Azusa Investments-Certificates of Deposit-FDIC Insured Wachovia Sec 100,000.00 GE MONEY BANK 1.300% 10/22/13 36159SUC3 10/21/10 100,000.00 99.202000 99.202.00 Wachovia Sec 100.000.00 METLIFE BANK,NA 1.300% 10/28/13 591557FH1 1021/10 100.000.00 99.198000 99,198.00 200,000.00 200,000.00 198,400.00 WFB-CITY THIRD PARTY CUSTODIAL TRUST ACCT 0.150% N/A N/A N/A 2,504,58333 100.000000 2,504,583.33 Light&Water Fund Investments - AAA Rated Federal Agency Bonds Higgins Capital 1,215,000.00 FHLB 2.10009/06/11 2.100% 09/06/11 3133XTA97 03/06/09 1,215.000.00 101.072000 1,228,024,80 Higgins Capital 2,000,000.00 FNMA 2.25002/24/12 2.250% 02/24/12 3136FHCF0 02/27/09 2,000000.00 100.113000 2.002,260.00 Wachovia Sec 1.000.000.00 FHLB 1.40007/12/13 1.400% 07/12/13 3133702W7 07/12/10 1,000,000.00 100.655000 1,006.550.00 Gilford Sec 1.000,000.00 FHLB 1.6908/12/14 1.690% 08/12/14 313370GS1 08/12/10 1,000.000.00 100.241000 1,002,410.00 Higgins Capital 1,000.000.00 FHLB 1.7508/25/14 1.750% 08/25/14 313370HC5 08/25/10 1.000.000.00 99.863000 998,630.00 Higgins Capital 2,000,000.00 FHLB 1.2009/13/14 1.200% 09/13/14 313370RS9 09/13/10 2,000,000.00 99.532000 1,990.640.00 Wachovia Sec 1,000,000.00 FHLB 1.50012/15/14 1.500% 12/15/14 313370UH9 09/15/10 1000.000.00 99.241000 992.410.00 TOTALS 9,215,000.00 9,215,000.00 9,220,924.80 WFB-L&W `., THIRD PARTY CUSTODIAL TRUST ACCT 0.150% N/A N/A N/A '0.00 100.000000 0.00 LAW-CITY LOCAL AGENCY INVESTMENT FUND 0.538% N/A N/A '.N/A 12,647,647.57 100.000000 12,647,647.57 TOTAL INVESTMENTS IN FEDERAL AGENCIES,WFB INSTITUTIONAL TRUSTS,and LAIF 49,362,880.90 49,650,705.70 LNTEREST RECEIVED FROM INVESTMENTS FISCAL YEAR-TO-DATE (From July 1,2010) 584,272.02 *The"Principal"column reflects the balance on the last day of the month or the"historical cost"spent to purchase a security. "'The"Market Value"is the current price at which a security can be traded or sold. Treasurer Report January 2011 Times Roman.xls 2/152011 8:02 PM a CITY OF AZUSA TREASURER'S REPORT INVESTMENT INTEREST EARNINGS Thru January 31,2011 Prepared by: Marcene Hamilton,Treasurer Scheduled Scheduled Semi Interest Face Amount Net Amount Coupon Maturity Date Acct/Cusip No. Payment 2010/2011 Annual Received Rate Schedule Interest Payment Fiscal Year to Earnings Amount Date* City of Azusa Investments - AAA Rated Federal Agency Bonds 1.000,000 1,000,000 2.700% CALLED 3128X9UU2 7/21&1/21 0.00 13,500.00 11,250.00 2,000,000 2,000,000 3.680% CALLED 31331G159 8/18&2/18 73,600.00 36,800.00 36,800.00 2,000,000 2,000,000 3.050% CALLED 3128X9XE5 8/24&2/24 61,000.00 30,500.00 30,500.00 2,000,000 2.000,000 2.450% CALLED 3133XYR31 12/9&6/9 49,000.00 24,500.00 12,250.00 1,000,000 1,000,000 3.000% CALLED 3133XXH42 9/23&3/23 30,000,00 15,000.00 15,000.00 1,000,000 1,000,000 2.500% CALLED 3133XY2A2 10/28&4/28 25,000.00 12,500.00 12,500.00 1,000,000 999,250 1.125% CALLED 313370VF2 9/14&3/14 5,625.00 5.625.00 1,875.00 2,000,000 2,000,000 1.500% CALLED 3133XYKV6 11/2&5/26 30,000.00 15,000,00 15,000.00 2,000,000 2,000,000 3.125% CALLED 3133XSM70 11/17&5/17 62,500.00 31,250.00 31,250.00 1,000,000 1,000,000 2.000% CALLED 3133XYPX7 12/9&6/9 20,000.00 10,000.00 10,000.00 2,000,000 1,997,000 2.500% CALLED 3133XW7E3 12/23&6/23 50,000.00 25,000.00 25,972.22 2,000,000 1,999,000 2.250% 02/17/12 31331GND7 8/16&2/17 45,000.00 22.500.00 22,500.00 1,000,000 999,500 2.250% 04/13/12 3133XTAW6 10/13&4/13 22,500.00 11.250.00 11,250.00 2,000.000 2,000.000 2.500% 04/08/13 3128X8TZ5 10/8&4/8 50,000.00 25,000.00 25,000.00 2,000,000 2.000,000 1.600% 06/17/13 31331JRR6 12/17&6/17 32,000.00 16,000.00 16,000.00 1.000,000 1,000.000 2.200% 12/21/15 3133723L6 12/21&6/21 11,000.00 11,000.00 1,000,000 1,000,000 1.150% 12/16/13 313370VW5 9/16&3/16 5,750.00 5.750.00 1,000,000 1,000.000 2.420% 02/11/14 31331JDL4 8/11&2/11 24,200.00 12,100.00 12,100.00 1,000,000 998,400 2.400% 03/24/14 3133XXLU9 9/24&3/24 24,000.00 12,000.00 12,000.00 2,000,000 2,000.000 2.450% 05/13/14 3133 IJNM1 11/13&5/13 49,000.00 24,500.00 24,500.00 1,000,000 1,000,000 1.250% 07/29/14 313370YK8 7/29&1/29 4,583.33 6,250.00 4,583.33 1,000,000 1,000,000 1.0-3.0% 11/19/15 313371N77 11/19&5/19 5,000.00 5,000.00 1,000,000 1,000,000 1.725% 07/28/14 313372DG6 1/28&7/28 0.00 0.00 1,000,000 1,000,000 2.000% 11/23/15 31331J3A9 11/23&5/23 10,000.00 10,000.00 1,000,000 1,000,000 1.450% 08/25/14 313370Q84 8/25&2/25 7,250.00 7,250.00 1,000,000 1,000,000 1.450% 09/02/14 31331JC43 9/2&3/2 7,250.00 7,250.00 1.000,000 1,000,000 2.950% 02/15/15 31331JCX9 8/2&2/2 29,500.00 14.750.00 14,750.00 1,000,000 1.000,000 1.0-4.0% 02/25/15 313370LZ9 8/25&2/25 5,000.00 5,000.00 2,000,000 2,000,000 2.980% 04/20/15 31331JLB7 10/20&4/20 59,600.00 29,800.00 29,800.00 2,000,000 1.998,750 2.000% 05/18/15 3133XYCC7 11/18&5/18 40.000.00 20,000.00 20,000.00 25,000,000 29,992,650.00 ACTIVE INVESTMENTS 838,358.33 465,075.00 394,880.55 City of Azusa Investments - Certificates of Deposit-FDIC Insured 100,000.00 100,000.00 1.300% 10/22/13 36159SUC3 10/22&4/22 626.85 648.22 363.29 100,000.00 100,000.00 1.300% 10/28/13 591557FH1 10/27&4/27 644.66 648.22 345.48 200,000.00 200,000.00 708.77 CITY-Wells Fargo Bank Institutional Third Party Custodial Money Market Account-Liquid Asset 2,504,583.33 0.150% n/a N/A Monthly Per Balance and Rate 1,896.66 Light&Water Fund Investments-AAA Rated Federal Agency Bonds 3,000.000 3,000,000 3.000% CALLED 31398AE81 7/29&1/29 45,000.00 45,000.00 45,000.00 3.000,000 3.000,000 3.680% CALLED 3133IGJ59 8/18&2/18 110,400.00 55.200.00 55,200.00 1,215,000 1,215.000 2.100% 09/06/11 3133XTA97 9/6&3/6 25,515.00 12,757.50 12,757.50 1,000,000 1.000,000 1.500% 12/15/14 313370UH9 12/15&6/15 7,500.00 7,500.00 3,750.00 2.000,000 2,000,000 1.200% 09/13/14 313370RS9 9/13&3/13 12,000.00 12.000.00 2,000.000 2,000,000 2.250% 02/24/12 3136FHCF0 8/24&2/24 45.000.00 22,500.00 22,500.00 1,000,000 1,000.000 1.400% 07/12/13 3133702W7 7/12&1/12 7,000.00 7,000.00 7,000.00 1.000,000 1.000,000 1.690% 08/12/14 313370GS1 8/12&2/12 8.450.00 8,450.00 1,000,000 1.000,000 1.750% 08/25/14 313370HC5 8/25&2/25 8,750.00 8,750.00 9,215,000 9,215,000 ACTIVE'.INVESTMENTS 269,615.00 179,157.50 146,207.50 Light&Water Stablization-Wells Fargo Bank Institutional Third Party Custodial Money Market Account-Liquid Asset 0.00 0.150% N/A N/A Monthly Per Balance and Rate 482,49 CITY-Local Agency Investment Fund-Liquid Asset 12,647,647.57 0.538% N/A N/A Quarterly Per Balance and Rate 40,096.05 *Fiscal Year: July 1-June 30 TOTAL INTEREST EARNED YTD 584,272.02 4 AZUSA CONSENT CALENDAR TO: THE HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: JOE JACOBS, DIRECTOR OF RECREATION AND FAMILY SERVICES VIA: F. M. DELACH, CITY MANAGER'JO DATE: MARCH 7, 2011 SUBJECT: AUTHORIZATION TO SOLICIT BIDS FOR 2010-2011CIP PROJECT SLAUSON PARK AQUATIC CENTER LED INTERIOR POOL LIGHTING (CIP#41011E) RECOMMENDATION: It is recommended that the City Council authorize staff to solicit bids for the following 2010- 2011 Capital Improvement Project: Purchase and installation of (22) LED light fixtures in the interior of the Aquatic Center's (3) pools. (CIP#41011E) BACKGROUND: The Slauson Park Aquatic Center was constructed in 1994 and was and still remains a state of the art complex. The Aquatic Center has had a ten week summer season program for the last 16 years. The Center has now moved to a year round program with Azusa Pacific University being the anchor of this "off season" program. The new hours of the pool are as early as 5:30 a.m. to as late as 10:00 p.m., prompting the need of interior pool lighting for a longer duration. All (3) pools currently have incandescent bulb fixtures that are not energy efficient. As approved in the 2010-2011 CIP Budget, these concerns would be addressed in the project as described. The installation of the new IntelliBright 5G White LED light fixture will provide longer life and up to 86% less energy than comparable incandescent lights. FISCAL IMPACT: There is no additional fiscal impact as Public Benefit Funds in the amount of$15,000 have been allocated in full in account# 24-80-000-410-7130/41011E-7130 for this 2010-2011 CIP project# (CIP#41011 E). 57, ��OFq� �. G cr U 4), .,, a `..'`2., �:i C rev._: .i . i c t �' x b a�L w. @,". .Gs a '• <IFOR7k�A" us ' CONSENT ITEM TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: KERMIT FRANCIS, INTERIM HUMAN RESOURCES DIRECTOR VIA: F.M. DELACH, CITY MANAGER,, Ang DATE: MARCH 7, 2011 l ` SUBJECT: CLASS SPECIFICATION REVISION—ENGINEERING ASSOCIATE RECOMMENDATION The Personnel Board recommends, pursuant to the City of Azusa Civil Service Rules Section 3.3, that the City Council adopts the revised class specifications for Engineering Associate. BACKGROUND While reviewing the class specification for Engineering Associate, it became clear that minor changes needed to be made to the class specification in order to accurately represent the varied responsibilities of the position. The Engineering Associate is a generalized engineering position that is used in multiple departments throughout the City of Azusa. The recommended changes remove the specific responsibilities of engineering work in the Public Works Department and allows for a wider range of generalized engineering responsibilities throughout the City of Azusa. The approval of these recommended changes will provide clarity and accuracy for the responsibilities of the position. FISCAL IMPACT None. This is an administrative process. Page 1 of 3 CITY OF AZUSA ENGINEERING ASSOCIATE DEFINITION Under limited supervision, performs a variety of field and office professional civil engineering Work; plans, designs, and reviews the construction of projects; performs technical studies; performs related duties as required. CLASS CHARACTERISTICS Incumbents of this class perform journey level assignments and are responsible for independent engineering analysis and recommendations. Incumbents may supervise the work of lower level staff performing inspections of public works facilities or sub- professional engineering work. ESSENTIAL FUNCTIONS These functions may not be present in all positions in this class. When a position is to be filled, the essential functions will be noted in the announcement of position availability. Performs contract administration of projects including the technical review and approval of project plans, designs, and construction; evaluates project proposals and recommends award of contract. Performs inspections of construction projects; makes field inspections of existing structures to determine adequacy and estimate stabilizing requirements; meets with contractors to resolve items of non-compliance. Investigates complaints, conducts technical studies and prepares reports and recommendations related to civil engineering projects, such as capital improvement projects, and other specialized studies. Reviews and approves proposed residential, commercial, and industrial developments by checking site plans and tentative and final subdivision maps for compliance with appropriate regulations; prepares conditions of approval. Conducts field surveys and operates a variety of survey equipment; measures distances and establishes elevations; prepares survey reports. Prepares engineering reports; supervises the collection and management of data; conducts studies; investigates complaints of safety issues and makes recommendations. Prepares capital improvement project plans, specifications, and estimates for a variety of projects. Page 2 of 3 MARGINAL FUNCTIONS These are position functions which may be changed, deleted or reassigned to accommodate an individual with a disability. QUALIFICATIONS GUIDELINES Education and/or Experience: Any combination of education and/or experience that has provided the knowledge, skills, and abilities necessary for satisfactory job performance. Example combinations include a bachelor's degree or equivalent, with major work in civil engineering or closely related field, and two years of progressively responsible professional experience in civil engineering or a closely related field. Knowledge and Skill Levels: Thorough knowledge of engineering principles and practices as applied to planning and development, design, and construction; methods and techniques utilized in the preparation of project designs and related plans, specifications, and cost estimates; related federal and state laws, ordinances, and regulations. Working knowledge of the methods and techniques of supervision. Ability to communicate clearly and concisely, both orally and in writing; keep accurate records; analyze data and information and draw logical conclusions; perform professional engineering work; use and care for engineering and drafting instruments and equipment; conduct inspections of projects; perform engineering calculations; conduct traffic surveys; prepare engineering plans; communicate effectively with a variety of personnel and establish/maintain effective working relationships; explain and apply policies and procedures; interpret and apply rules, regulations, legislation and policies; understand and follow verbal and written directions; work independently; perform survey work and use a variety of surveying instruments; operate a computer and use a variety of computer software. Special Requirements: Possession of or ability to obtain a Class C California driver's license and a satisfactory driving record: Possession of, or ability to obtain within six months of hire, an Engineer In Training License issued by the State of California. Page 3 of 3 p • 1 � '45;. `; ; . a. + t c ` 4'14 vc a'� ; 9,�. z "= * r, ��r� F+ ,�" . US ' CONSENT CALENDAR TO: HONORABLE MAYOR AND MEMBERS OF THE AZUSA CITY COUNCIL FROM: KERMIT FRANCIS, INTERIM DIRECTOR OF HUMAN RESOURCES VIA: F.M. DELACH, CITY MANAGER* DATE: MARCH 7, 2011 SUBJECT: ESTABLISHMENT OF NEW CLASS SPECIFICATION AND SALARY SCHEDULE —PROPERTY, EVIDENCE AND CRIME SCENE TECHNICIAN RECOMMENDATION The Personnel Board recommends that the City Council approve, pursuant to City of Azusa Civil Service Rules Section 3.3, the new classification of Property, Evidence, and Crime Scene Technician(PE&CST) in the Police Department, and the corresponding salary schedule. BACKGROUND The attached job specification represents the job duties proposed for the new PE&CST position and is consistent with the direction/consent of the Chief of Police and the City Manager. Consistent with the 2010/2011 Fiscal Year Budget the salary range for this position shall match that of the Administrative Analyst(range#9164) as indicated below: Classification Range Step 1 Step 2 Step 3 Step 4 Step 5 PE&CST TBD 4,815.17 5,045.39 5,287.14 5,540.95 5,807.46 This position will be a non-represented confidential position with benefits tied to CAPP. FISCAL IMPACT The funding for this position for Fiscal Year 2010/2011 is made possible by eliminating the sole Administrative Community Service Officer position and by not filling the position until well after mid-year. • 1 CITY OF AZUSA POLICE DEPARTMENT PROPERTY, EVIDENCE & CRIME SCENE TECHNICIAN (PE&CST) DEFINITION Under general supervision, performs a variety of responsible, sensitive, non-sworn technical duties involved in the maintenance and processing of criminal evidence; to testify in court as an expert witness as required; and to perform general technical duties in support of the Police Department. CLASS CHARACTERISTICS The Property, Evidence & Crime Scene Technician (PE&CST) is a single non-sworn position responsible to perform sensitive, specialized and confidential work under the Police Department's administrative and operations divisions. ESSENTIAL FUNCTIONS Duties may include, but are not limited to the following: Secure, transport, categorize, release, log,tag, and photograph property and evidence for the Police Department. Receive, process, and safeguard evidence and property. Destroy; send to auction, or release property and evidence according to the law and department policy. Assist in monthly and annual audits of property and evidence room(s). Report to crime scenes and vehicle accidents as directed; process scene(s) for evidence; collect evidence; photograph and video crime scenes, traffic accidents and victims of crimes. Digitally process, store and arrange for film processing by outside vendor as necessary. Process crime scenes and evidence for latent fingerprints; prepare prints for analysis and comparison. Analyze and compare fingerprints. Testify in court as fingerprint expert. Prepare plaster casts of tire tracks and footprints at crime scenes. Take, process, and print photos for police public relations; submit photos to local newspapers. Recover DNA evidence from crime scenes and individuals. Conduct preliminary analysis of suspected drugs and narcotics; prepare evidence for submission to Sheriffs crime lab. Check serial number on items received to ascertain whether items are stolen; set aside items for latent processing. Prepare evidence and present expert testimony in court regarding the maintenance and processing of evidence and test results and findings. Provide information and assistance to police officers and attorneys regarding status of case evidence. Stay abreast of new policies and laws pertaining to property, evidence and crime scene processing. Make recommendations for improvements in Evidence equipment and related technologies. Master department's electronic evidence tracking/management system and provide training to sworn and civilian employees on said system. Perform custodial (cleaning) duties in property storage and packaging areas as necessary. Female employees will receive matron training and may have to perform those duties as necessary. Perform related duties and responsibilities as assigned. QUALIFICATION GUIDELINES Education/Experience - Any combination of education and/or experience that has provided the knowledge, skills and abilities necessary for satisfactory job performance. Example combinations include high school graduation or G.E.D. equivalent and at least two years of closely related, responsible law enforcement agency experience. Bachelor's degree from an accredited college or university with major course work in crime scene investigations or criminal forensics is highly desirable. Knowledge—Considerable knowledge in the following areas: 1. Principles, practices, methods, and techniques of collecting, processing and maintaining evidence and property. 2. Principles and practices of armory control and maintenance. 3. Pertinent Federal, State, and local laws, codes, and regulations including administrative and department policies and procedures. 4. Occupational hazards and standard safety practices in evidence collection, processing and storage. 5. Principles and practices used in dealing with the public. 6. Modern office procedures, methods and computer equipment, and related software. 7. Principles and procedures of record keeping and records management techniques. 8. English usage, spelling, grammar and punctuation. 9. Safe driving principles and practices. Skills—Possess skill in the following areas: 1. Operate modern office equipment including general computer software systems and law enforcement computer systems. 2. Operate photographic equipment, including digital equipment. 3. Operate a motor vehicle safely. 4. Delivering high level of customer service to external and internal customers. Ability—Have the ability to: 1. Collect, preserve, label, catalog and store and account for evidentiary items for presentation in criminal proceedings. 2. Interpret and apply Federal, State and local policies,procedures, laws and regulations. 3. Present testimony in court as an expert witness. 4. Perform general clerical work. 5. Prepare and maintain accurate and complete records. 6. Prepare clear and concise reports. 7. Meet and deal tactfully and effectively with the public. 8. Plan and organize work to meet schedules and deadlines. 9. Maintain confidentiality of sensitive information and data. 10. Work independently with minimal supervision. 11. Understand and carry out oral and written directions. 12. Exercise good judgment, flexibility, creativity, and sensitivity in response to changing situations and needs." 13. Communicate clearly and concisely, both orally and in writing. 14. Establish, maintain and foster positive and harmonious working relationships with those contacted in the course of work. 15. Learn and operate computer aided property and evidence inventory system. 16. Train other department personnel as directed. 17. Respond to crime scenes and vehicle accidents after normal business hours as directed. Special Requirements Due to the highly confidential and sensitive nature of this position, candidates will be required to undergo and successfully complete a thorough background, polygraph and psychological screening in addition to the standard pre-employment examination process. Candidate must possess or have the ability to obtain a Class C California driver's license and have a satisfactory driving record. Possess or ability to obtain an advanced latent fingerprint identification certificate. Must be 18 years of age at time of appointment and free of felony convictions. Essential duties require the following physical skills and work environment: Ability to sit, stand, walk, kneel, crouch, stoop, squat, twist, climb, and lift 50 lbs.; exposure to cold, heat, outdoors, confining work space, chemicals, and explosive materials; ability to travel to different sites and locations 18 — -TT-77m *iited 447jr .t'� AZUSA= CONSENT CALENDAR TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: F.M DELACH, CITY MANAGER` VIA: TITO HAES, ASSISTANT CITY MANAGER/PUBLIC WORKS DIRECTOR DATE: MARCH 7, 2011 SUBJECT: AMENDMENT TO TOLLING AGREEMENT IN NRDC V. COUNTY OF LOS ANGELES, USDC CASE NO.: 08-1467 AHM (PLAx) RECOMMENDATION Authorize the Mayor to sign the "Amendment to Tolling Agreement" on behalf of the City of Azusa. BACKGROUND On March of 2008, the Natural Resources Defense Council (NRDC) sued the County of Los Angeles and the County Flood Control District (collectively "County") for alleged violations of the Clean Water Act. Among other things, NRDC alleged that the County violated the Clean Water Act because it discharged polluted water at several mass emissions locations on numerous occasions from 2001 to the 2007. NRDC seeks penalties and injunctive relief against the County. The case is pending in federal court in Los Angeles before Judge George King. In 2009, the County sent a letter to the 58 cities that discharge into Los Angeles County watersheds, including Azusa. The letter described the NRDC action and informed the cities that the County would be filing tort claims against all the cities in order to preserve the County's legal rights against the cities in the event the court were to find against the County in the lawsuit. The County filed claims for indemnity against all 58 cities, including Azusa, that are "up stream" of the mass emissions locations. Along with the claims, the County submitted to each city a proposed tolling agreement, to extend the time period for the City to act on the claim. The County claims the right to equitable indemnity from these cities in the event the court were to order the County, through injunctive relief, to install costly improvements to stop the alleged pollution. The County's theory is that all cities that contribute to the pollution problem must be part of the pollution solution. All of the claims were denied formally or by operation of law, including Azusa's. On February 1, 2010, the Azusa City Council discussed this matter in closed session and authorized the Mayor to sign the tolling agreement. The tolling agreement will expire on March 12, 2011 and the lawsuit has not yet been resolved. The County continues to hope that the lawsuit will be resolved without the City's need to address the claim. To that end, the County has proposed the attached amendment to the tolling agreement, which would extend the tolling period for an additional two years, until March 12, 2013. ANALYSIS: OPTIONS (1) Do Not Approve the Amendment to Tolling Agreement. One option would be to decline to sign the "Amendment to Tolling Agreement." This option is risky because it would force the County to sue the City when the existing tolling agreement expires and likely include the City in the pending lawsuit. In the worst case scenario, the County and the cities would become adversaries and end up proving the case for NRDC. Obviously, relations between the County and the cities would be strained and future cooperation on storm water issues would be compromised. (2) Agree to the Tolling Agreement. (Recommended Option) The preferred option would be to sign the "Amendment to Tolling Agreement." Under this approach, the City would not be sued while the parties continue to attempt to settle the case. However, the County could later sue the City based on any legal claim it currently possesses. Tolling agreements are very common and are an effective way to minimize costs and delay troublesome issues. On the other hand, this approach would allow the County to pursue the City later on all available legal theories, and could be used by the County in settlement discussions with NRDC. That is, the list of cities who sign a tolling agreement could be viewed as a pooled group that could contribute in some fashion to a settlement. FISCAL IMPACT It is difficult to determine any fiscal impact associated with this issue. The fiscal impact would depend on the outcome of any penalties imposed on the County. Attachment: Draft Amendment to Tolling Agreement AMENDMENT TO TOLLING AGREEMENT This Amendment to Tolling, Agreement ("Amendment") is entered into by and between (a) the County of Los Angeles ("County") and the Los Angeles County Flood Control District ("District") and (b) the City of Azusa ("Gity") (all collectively referred to herein as the"Parties" and individually as "Party") and is effective as of March 7,2011. WHEREAS, the County and District have filed with the City administrative claims(the"County's and District's Administrative Claims"); WHEREAS, the Parties entered into a Tolling Agreement on or about February 2, 2010 ("Tolling Agreement"), extending the time for the County and the District to bring an action against the City,which Tolling Agreement expires on March 12,2011; WHEREAS,the Parties mutually wish to amend the Tolling Agreement to further extend the time within which the County and the District must bring an action against the City,such that the tolling period expires on March 12, 2013; NOW, THEREFORE,the Parties agree as follows: 1. Paragraph 1 of the Tolling Agreement is hereby amended to provide that the Tolling Period (as defined in Paragraph 1 of the Tolling Agreement) is hereby tolled and extended from March 12, 2011 through March 12, 2013 or until the Tolling Agreement is terminated, whichever date comes first. 2. All other provisions of the Tolling Agreement remain in full force and effect. 3. The undersigned represent that they have the authority to sign on behalf of, and to bind to this Amendment, the entities set forth below. - 1 - 4. This Amendment and the Tolling Agreement shall constitute the entire agreement of the Parties with respect to the subject matter thereof and may not be modified except in a writing signed by the Parties. 5. This Amendment may be signed in counterparts, and each counterpart shall be deemed an original, but all of which shall constitute one and the same instrument. FOR THE COUNTY AND DISTRICT: Dated: ,2011 ANDREA SHERIDAN ORDIN, County Counsel JUDITH A.FRIES,Principal Deputy County Counsel LAURIE E. DODS, Deputy County Counsel Judith A.Fries FOR THE CITY OF AZUSA: Dated: ‘2011 Joseph R. Rocha Mayor - 2 - ZUSA'' CONSENT CALENDAR TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: TITO HAES, PUBLIC WORKS DIRECTOR/ASSISTANT CITY MANAGER VIA: F.M. DELACH, CITY MANAGER/1W/3 DATE: MARCH 7, 2011 SUBJECT: AUTHORIZATION TO SOLICIT BIDS FOR THE REHABILITATION OF THE POLICE STATION ROOF RECOMMENDATION It is recommended that the City Council authorize staff to solicit bids for the Police Station Roof Rehabilitation Project. BACKGROUND On July 2010, the tiled portion of the police station roof was replaced with a reflective cool roof Although these measures addressed leaks beneath the recently replaced roof section, leaks persisted throughout other areas of the station. Areas throughout the flat roof portion of the building are showing signs of aging, cracking and overall failure. Roof projections and drain areas are open, exposed, and there are openings and splits throughout the field of the roof on each section. Over the past few years, a number of repairs have been performed throughout the roof section as a result of leaks and roof failures. This project consists of a full roof restoration to address these issues and extend the roof life approximately 20- 30 years. The City Council approved this project in the 2010/11 CIP at a budgeted $57,000. Restoration of the roofing system will address required maintenance and improve the energy efficiency of the facility by use of reflective white coatings. FISCAL IMPACT Project is budgeted at $57,000 from the Public Works Endowment Fund 49-80-000-7125 ($47,000) and Public Benefits Fund 24-80-000-7125 ($10,000). CITY OF AZUSA NOTICE INVITING BIDS FOR POLICE STATION ROOF RESTORATION (CIP #31011C) Submission Deadline: April 12, 2011 by 10:00 A.M. Late submissions will not be considered Submit Proposals To: Vera Mendoza City of Azusa 213 E. Foothill Blvd. Azusa, CA 91702 CITY OF AZUSA NOTICE INVITING BIDS NOTICE IS HEREBY GIVEN that separate sealed Bids will be received at the City of Azusa City Clerk's Office, 213 E. Foothill Blvd., Azusa, CA 91702, California, phone (626) 812-5261 until 10:00AM on April 12, 2011, at which time they will be opened and reviewed for the provision of the following: POLICE STATION ROOF RESTORATION DESCRIPTION OF WORK. The work consists of roof restoration at the Azusa Police Station. MANDATORY PRE-BID JOB WALK. There will not be a mandatory attendance pre- bid job walk. The pre bid conference will be held on Thursday, March 24, 2011, (8:00 A.M.) at the Azusa Police Station located at 725 N. Alameda Ave., Azusa, California 91702. The exact meeting location at the Police Station will be the EOC Conference Room. BID PACKET. Bid packet may be obtained at the Public Works Office at the Azusa City Yard, located at 809 N. Angeleno Ave, Azusa. You may also email your request for a bid packet to ideltoro@ci.azusa.ca.us or call Israel Del Toro at(626) 812-5261. GUARANTEE. Each bid shall be made on the proposal form furnished by the City herewith and shall be in accordance with the Drawings, Specifications and other Contract Documents and shall be accompanied by a certified check, cashier's check or bidders' bond, payable to the City in a sum not less than ten percent (10%) of the amount of the bid, as a guarantee that the bidder will enter into the Contract for the work, the full amount of such guarantee to be forfeited to the City should said bidder fail to enter into said Contract. The successful bidder will be required to furnish a Faithful Performance Bond in the amount of not less than one hundred percent (100%) of the Contract price, and a Labor and Material Bond in an amount of not less than one hundred percent (100%) of the Contract price, said bonds to be secured from a surety company authorized to do business in the State of California, and to be subject to the approval of the City Attorney. PREVAILING WAGES RATES. Bidders are hereby notified that pursuant to Section 1773 et seq. of the Labor Code of the State of California, the City Council of the City of Azusa incorporates herein by reference the general prevailing rate of per diem wages a determined by the Director of Industrial Relations of the State of California. Copies of the prevailing rate of per diem wages are on file in the office of the City Clerk and will be made available to any interested party upon request. In accordance with the Labor Code, no workman employed upon work under contract to the City Shall be paid less than the above referenced prevailing wage rate. A copy of said rates shall be posted at each job site during the course of construction. Any classification omitted therein shall be paid not less than the prevailing wage scale as established for similar work in the particular area and all overtime shall be paid at the prevailing rates as established for the particular area. Sunday and holiday time shall be paid at the wage rates determined by the Director of Industrial Relations. PAYMENT. Payment will be made to the Contractor in accordance with the Specifications. OPENING OF PROPOSALS. The proposals will be publicly opened and read at the time and date stated above, in the City Clerks Office, Azusa City Hall, and the results will thereafter be referred to the City Council for consideration at their next regular meeting. CITY'S RIGHTS RESERVED. The City reserves the right to reject any or all bids, to waive any informality in a bid, and to make awards in the interest of the City. No bidder may withdraw his bid for a period of 30 days after the bid opening. REQUIREMENT FOR CONTRACTOR'S LICENSING. The City of Azusa requires that all contractors be licensed with the State of California in their particular area of expertise. Per Section 7028.15(e) of the Business and Professions Code, a licensed contractor shall not submit a bid to a public agency unless his or her contractor's license appears clearly on the bid, the license expiration date is stated and the bid contains a statement that the representations therein are made under penalty of perjury. Any bid not containing this information, or a bid containing information which is subsequently proven false, shall be considered non-responsive and shall be rejected by the City of Azusa. All bidders are required to completely fill out the "Contractor's License Declaration" contained in the bid documents. A Class C-39 Contractor's License is required for the work. No bid will be accepted from a contractor who has not been so licensed in accordance with Chapter 9, Division 3 of the Business and Professional Code. Terms, Specifications and Bid Document Bid Document (Please fill in the blanks) Project Description CIP # Unit Price 1. Azusa Police Station Roof Restoration (see Exhibit A) 31011C $ Total Master Contract Price in numbers Total Master Contract Price in words COMPANY BIDDER'S SIGNATURE TELEPHONE # LIST OF MATERIAL AND EQUIPMENT MANUFACTURERS The undersigned bidder understands and agrees that the City may consider this Bid incomplete unless the Bidder names a manufacturer/supplier for each item of equipment in the following list. The City may at its discretion reject any bid whose list is incomplete or improperly compiled. Not more than one manufacturer/supplier shall be named for each item of equipment. The undersigned Bidder hereby agrees that, after submission of this Bid, a change will not be made in the following listing of manufacturers/suppliers and will not award a contract or agreement of any kind to a manufacturer not listed below for the listed items of equipment unless such change, award, or agreement is first approved in writing by the City according to the provisions of the Contract Documents pertaining to substitutions and equals. The manufacturers/suppliers named below produce the listed items of equipment which comply with the requirements of the Contract Documents, and the undersigned Bidder will furnish and install the complying equipment of the manufacturers/suppliers named in the following list SCHEDULE OF MANUFACTURERS Item Description Manufacturer Bidder's Initials LIST OF SUBCONTRACTORS The Bidder is required to furnish the following information (in accordance with the provisions of Sections 4100 to 4114, inclusive of the Public Contract Code of the State of California and any amendments thereto) for each Subcontractor performing more than 0.5%of the Total Base Bid. Do not list alternative subcontractors for the same work. Name Under Which Address & Subcontractor License Telephone Specific Is Licensed Number Number of Office, Work Description to be Performed by Mill or Shop Subcontractor Bidder's Initials INFORMATION REQUIRED OF BIDDER The bidder is required to supply the following information. Additional sheets may be attached if necessary. If requested by the City, the bidder shall furnish a notarized financial statement, references, and other information, sufficiently comprehensive to permit an appraisal of his current financial condition. 1. Address 2. Telephone 3. Type of Firm: Individual() Partnership() Corporation( ) 4. Corporation organized under the laws of the State of 5. Contractor's License: State License No. 6. Contractor's License: Expiration Date 7. Names and Titles of all officers of the firm: 8. Number of years of experience in projects of this type 9. Three projects of this type recently completed: Contract Type of Date Name and Telephone Amount Project Completed Number of Owner A. B. C. 10. Person who inspected site of work for your firm: Date Inspected: CONTRACTOR'S LICENSE DECLARATION (Business and Professions Code Section 7028.15) The undersigned declares that he or she is (Title) of (Bidder), (Company Name) 1. Contractor's License Number: State 2. Contractor's License Classification: 3. Expiration date of Contractor's License: , 20 4. Bidder acknowledges that Section 7028.15(e) of the Business and Professions Code provides as follows: "A licensed contractor shall not submit a bid to a public agency unless his or her contractor's license appears clearly on the bid, the license expiration date is stated and the bid contains a statement that the representations therein are made under penalty of perjury. Any bid not containing this information, or a bid containing information which is subsequently proven false, shall be considered non-responsive and shall be rejected by the public agency." The undersigned declares under penalty of perjury that the forgoing is true and correct. Executed on , 20 , at (insert city and state where signed) Name of Company Typed Name Signature Title Exhibit - A SCOPE OF WORK SUMMARY OF WORK: Furnish and install roof materials, insulation, flashings, and miscellaneous materials for the Azusa Police Station Roof Restoration Project. Work includes: • 1. Properly inspect entire field of the roof and remove and replace identified damaged wood decking throughout the roof system. Replacement membrane to match the existing built- up roof assembly. 2. Properly power wash, clean, and prime the existing roof assembly to promote a strong bond with new emulsion application. 3. Properly repair and reinforce all projections (pipes, vents, equipment, platforms, etc.) and flashings throughout to create watertight environment prior to restoration application. Prime all repair areas prior to application of waterproofing material to promote a strong bond and seal. 4. Properly repair all splits, ridges, blisters, and openings in the field of the roofing system with a 3-course repair of specified mastic and fiberglass mesh. 5. Properly reinforce all internal drains as needed to promote proper drainage. 6. Properly fill and seal all pitch pocket details throughout the roof sections. 7. Remove abandoned equipment as required by owner and properly re-roof and seal as needed to create a watertight environment. 8. Seal all perimeter metal edge details to create a watertight environment. 9. Provide new sleeper pad detail at all pipes and conduits. 10. Properly apply a layer of Title 24 Compliant elastomeric coating, at a rate of 2 gal/square. While still wet, embed a ply of Polyester Mat and follow with another application of elastomeric coating, again at a rate of 2 gal/sq. 11. 5-Year Restoration Warranty. INTENT OF THE SPECIFICATIONS: The intent of these specifications is to describe the materials and methods of construction required for the performance of the work. In general,it is intended that the drawings shall delineate the detailed extent of the • work. When there is a discrepancy between drawings,referenced specifications, and standards and this specification,this specification shall govern. WARRANTY Quotations will include a price for a 5-year warranty to be provided by the material supplier. The material supplier will issue the warranty to the owner upon material supplier acceptance of the project completion and full payment of all bills related to the project. SELECTIVE DEMOLITION AND SALVAGE SUMMARY: This portion of the specification governs the demolition, salvaging (to the extent specified by building owner), and disposal of materials resulting from the demolition. DEMOLITION: Demolition operations shall be performed in such a manner that no damage to existing facilities or injury to persons will result from the performance of the Work. The contractor shall review and visually survey areas marked for demolition before beginning demolition. The use of equipment or wrecking devices shall be subject to the approval of building owner; however, such approval does not relieve the contractor of responsibilities described above. Contractor shall be responsible for protection of property during course of work. Lawns, shrubbery, paved areas, and building shall be protected from damage. Repair damage at no extra cost to owner. Multi-ply roofing, flashings, and insulation shall be installed and sealed in a watertight manner on same day of installation or before arrival of inclement weather. At start of each workday, drains within daily work area shall be plugged. Plugs to be removed at end of each workday or before arrival of inclement weather. At end of each working day, partial installation shall be sealed with water stops along edges to prevent water entry. Preparation work shall be limited to those areas that can be covered with installed roofing material on same day or before arrival of inclement weather. Provide at site, prior to commencing removal of debris, a dumpster or dump truck to be located where directed by City representative. Construct an enclosed chute from roof for removal of debris from roof area. Protect building surfaces at chute/set-up areas with tarpaulin. Remove dumpster from premises when full and empty at approved dumping or refuse area. Deliver empty dumpster to site for further use. Upon job completion, dumpster/chute shall be removed from premises. Spilled or scattered debris shall be cleaned up immediately. Removed material to be disposed from roof as it accumulates. Arrange work sequence to avoid use of newly constructed roofing for storage, walking surface, and equipment movement. Move equipment and ground storage areas as work progresses. SURFACE PREPARATION Clean roof of loose granuals and dirt with closed vacuum system. Designated roof materials are to be removed. Remove designated roofing and insulation. Dispose of all materials unless designated by building owner's representative for re-installation or salvage. Sweep roof deck clean. Dirt, gravel, and foreign materials within joints of the deck is not acceptable. HAZARDOUS MATERIALS: Meet all rules and regulations pertaining to the handling and disposal of roof material which contain hazardous materials. SALVAGE: Material as specified and recovered from demolition operations shall remain the property of building owner. With the owner's permission, other materials shall become the property of the contractor. Material salvaged for building owner shall be placed in storage areas designated by building owner. Material that is not salvaged for building owner shall be removed from the site or discarded in an on-site disposal area designated by building owner. SMOOTH SURFACE ASPHALT RESTORATION SYSTEM INSPECTION: Contractor shall verify installation conditions as satisfactory to receive work. The roofing contractor shall notify building owner, in writing of any defects in the substrate, and work shall not proceed until defects have been corrected. Do not install new roofing until all unsatisfactory conditions are corrected. Beginning work constitutes acceptance of conditions. Check projections, curbs, and deck for inadequate anchorage, foreign material, moisture, or unevenness that would prevent quality and execution of new roofing material. Start of work by the roofing contractor shall imply approval of deck surfaces and site conditions; and no claim in this respect will be considered valid in case of failure of the roofing components within the guarantee period. Contractor shall verify that work of other trades penetrating roof deck or requiring workers and equipment to transverse roof deck has been approved by owner, roofing system warrantor, and roofing contractor. SCHEDULE: Installation of the new roofing system should be scheduled after all other major rooftop construction is complete to minimize potential for damage to the restoration system by others. QUALITY ASSURANCE: The roofing and associated work shall be contracted to a single firm, called the roofing contractor hereafter, specializing in the type of roofing required, so that there will be undivided responsibility for the performance of the work. SUBMITTALS: Prior to starting work, the roofing contractor shall submit 3 copies of the roofing material technical data, including material specifications, Material Safety Data Sheets, and installation procedures. JOB CONDITIONS: Roofing work shall proceed only when weather conditions will permit the work to proceed in accordance with the material manufacturer's recommendations. FIRE AND SMOKE PROTECTION: Fire extinguishers shall be provided near work for immediate use. SAFETY PRECAUTIONS: All owner's and OSHA safety rules shall be adhered to in the execution of this work. The fumes of hot bituminous materials may be toxic to some workers. Adequate protection shall be provided, to prevent burns and skin irritation, in accordance with building owner safety requirements. ROOF TRAFFIC: After work on roof is started, no traffic will be permitted on the roof other than that necessary for the roofing application and inspection. Materials shall not be piled on the roof to the extent that design live loads are exceeded. Roofing materials shall not be transported over unfinished or finished roofing or existing roofs unless adequate protection is provided. Any damage to existing roofs shall be repaired as directed by building owner at no expense to building owner. PROTECTION AGAINST SOILAGE: Surface of walls, walks, pavements, adjacent property, etc., shall be protected as necessary to prevent soiling or other damage resulting from the application of roofing or transporting of materials. If surfaces are stained or damaged in any way,they shall be restored by this contractor, at no cost to building owner, in a manner acceptable to building owner. PRODUCT DELIVERY, STORAGE, AND HANDLING: Materials shall be delivered to the site in an undamaged and dry condition. Material received which is not dry or is otherwise damaged shall be rejected. Storage should be either in a heated building or in a warehouse or similar type structure at ambient temperature and humidity. Conditions should be such that the moisture content of felts at time of use does not exceed the equilibrium moisture content (EMC) at 75%RH. Rolls of flashing and felts shall be stacked on their ends and never in contact with the ground. Bituminous emulsions shall be stored at temperatures above freezing. Proper storage on or off the site shall be the responsibility of the roofing contractor. Any unused roofing felt remaining on the roof at the end of the workday shall be returned to storage. WORK SEQUENCE: Once work is started on a roof or section, it shall continue without undue delay until that section is completed before starting another. The installation of flashings shall follow application of the roofing immediately. FINAL INSPECTION: Upon completion of the installation, an inspection shall be made by a representative of the City of Azusa to ascertain that the roofing system has been installed according to the roofing system published specifications and details. The warranty will be issued upon warrantor's approval of the installation and payment for all materials and fees. ADJUSTMENT AND REPAIR: Any roofing damaged or misapplication shall be repaired or replaced as designated by the building owner and roofing system warrantor. Repairs or replacement will be made by the contractor at no expense to building owner. ROOFING WARRANTY: Upon project completion, acceptance by building owner and warrantor, and payment of all materials and fees, the specified system warranty will be issued. GENERAL: Comply with Quality Control, References, Specification, and Manufacturer's data. Where conflict may exist, requirements that are more stringent govern. Provide primary products, including each type of roofing sheet(felt), bitumen, base flashings, miscellaneous flashing materials, and sheet metal components from a supplier/manufacturer, which has produced that type of product successfully for not less than three (3) years. Provide secondary products (insulation, mechanical fasteners, lumber, and etc.) only as recommended by the warrantor of primary products for use with roofing system specified. ROOF RESTORATION SYSTEM Area Replacement Materials Area Replacement Felt: Superior Ply Ultra, SR Products, Solon, OH, or equal Test Typical Value Test Method Weight e 40 lb/100 ft2 ASTM D 228 Breaking Strength 169 lbf/in. MD ASTM D 146 169 lbf/in. XMD Pliability(1/2" Radius) Pass ASTM D 146 Mass of Desaturated 2.4 lb/100 ft2 ASTM D 228 Glass/Polyesters Mat Reinforcement Asphalt 19.2 01b/100 ft2 ASTM D 228 Surfacing and Stabilizers 45.99 lb/100 ft2 ASTM D 4601 Resistance to Puncture 128 lbf/in. MD ASTM D 154 Area Replacement Cap Sheet: Pars Alt 180 FR GR, SR Products, Solon, OH, or equal Test Typical Value Test Method Thickness, mil (mm) 160 (4.0) ASTM D 5147/6164 Maximum Load, 73.4 + 3.6°F 70 MD ASTM D (23 +2°C), lbf/in. (kN/m) 70 XMD 5147/6164 Elongation at Maximum Load, 56 MD ASTM D 73.4 + 3.6°F (23 +2°C), % 61 XMD 5147/6164 Maximum Load, 0°F+ 3.6°F (- 117 MD ASTM D 18 +2°C), lbf/in. (kN/m) 82 XMD 5147/6164 Elongation at Maximum Load, 29 MD ASTM D 0°F + 3.6°F (-18 +2°C), % 22 XMD 5147/6164 Tear Strength, 73.4 + 3.6°F (23 120 MD 87 XMD ASTM D +2°C), lbf/in. (kN/m) 5147/6164 Low Temperature Flexibility, °F -15° ASTM D 5147/6164 Dimensional Stability, % <0.5 ASTM D 5147/6164 Compound Stability, °F 230 ASTM D 5147/6164 Granule Embedment(Grams 0.8 ASTM D Loss), max. 5147/6164 Net Mass per Unit Area, 113 (51.3 kg) ASTM D 228 lbs/100 ft2 (g/m2) Area Replacement Adhesive: Superior Flex Seal Max, SR Products, Solon, OH, or equal Test Typical Value Test Method Tensile 7,309 psi ASTM D 412 Ultimate Elongation 28% ASTM D 412 Density Part "A" 9.61 lb/gal ASTM D 1475 Density Part "B" 9.61 lb/gal ASTM D 1475 Flexibility -10C- ASTM D 816 Peel Adh/Conc 44.7 pli ASTM D 903 Water Absorption 1.7% ASTM D 903 Fire Resistance Class A ASTM D 108/UL 790 Spot Repair Materials: Repair Reinforcement: SR Glass Base Felt, SR Products Solon, Ohio, or equal Test Typical Value Test Method Breaking Strength @ 73.4°F 79 lbf/in ASTM D 146 min—Longitudinal Breaking Strength @ 73.4°F 62 lbf/in ASTM D 146 min—Transverse Pliability 90° Around, 1" Pass ASTM D 4601 Mandrel @ 77°F (pass/fail) Type II Net Dry Mass— Coated Sheet ASTM D 228 min (lb/100 ft2) 25.0 Average of Rolls 25.0 Individual Roll Moisture (as received), max % 0.6 ASTM D 146 Mass of Desaturated Glass Felt, 2.0 ASTM D 228 min (lb/100ft2) Surfacing and Stabilizer, max 53 ASTM D 228 (%) Asphalt, min (1b/100ft2) 9.0 ASTM D 228 Ash Glass Mat, (%) 74 ASTM D 228 Unrolling @ 40°F & 140°F Pass/Pass ASTM D 4601 (pass/fail) Repair Adhesive Superior Flex Seal Max, SR Products, Solon, OH, or equal Test Typical Value Test Method Tensile 7,309 psi ASTM D 412 Ultimate Elongation 28% ASTM D 412 Density Part "A" 9.61 lb/gal ASTM D 1475 Density Part "B" 9.61 lb/gal ASTM D 1475 Flexibility -10C ASTM D 816 Peel Adh/Conc 44.7 pli ASTM D 903 Water Absorption 1.7% ASTM D 903 Fire Resistance Class A ASTM D 108/UL 790 Restoration Materials: Restoration Sheet SR Poly, SR Products. Solon, OH, or equal Test Typical Value Test Method Tensile Warp 74 lbs ASTM D 5034 Tensile Fill 45 lbs ASTM D 5034 Elongation Warp 21% ASTM D 5034 Elongation Fill 51% ASTM D 5034 Elongation 61.5% ASTM D 1682 Ball Burst 111 lbs ASTM D 3787 Mullen Burst 176 lbs ASTM D 3786 Trapezoid Tear 16 lbs ASTM D 1117 Thickness 0.018 ASTM D 177 Base Coat Wite-Brite Coating, SR Products, Solon, OH, or equal Test Typical Value Test Method Tensile Strength 381 psi ASTM D 412 Reflectance 9000 hrs ASTM D 2824 Elongation 1002% ASTM D 412 Low Temp. Flex. -8°C ASTM C 711 Solids/Weight 57% ASTM D 1353 Solar Reflectance .84 ASTM C 1549 Emissivity .89 ASTM C 1371 Water Vapor Transmission Perms/in<.0103" ASTM E 96 Reflective Surfacing Wite-Brite Coating, SR Products, Solon, OH, or equal Test Typical Value Test Method Tensile Strength 381 psi ASTM D 412 Reflectance 9000 hrs ASTM D 2824 Elongation 1002% ASTM D 412 Low Temp. Flex. -8°C ASTM C 711 Solids/Weight 57% ASTM D 1353 Solar Reflectance .84 ASTM C 1549 Emissivity .89 ASTM C 1371 Water Vapor Transmission Perms/in <.0103" ASTM E 96 Related Roofing System Materials: Reflective Coating Primer: Wite-Brite Primer Plus, SR Products, Solon, OH, or equal Test Typical Value Asbestos Content 0% Drying Time 4 hrs at 70°F/50°F relative humidity Weight per Gallon Approx. 10 lbs. Reinforcement: SR Glass Mesh, or equal Test Typical Value Test Method Weight 9.O lbs/100 sq. ft. ASTM D 1668 Fabric Count 10 x 10 ASTM D 1668 Tensile (Wrap and Fill 75 lbf/in., minimum ASTM D 1668 Directions) Moisture Absorption None ASTM D 1668 Mastic: Wite-Brite Cement, SR Products, Solon, OH, or equal Test Typical Value Test Method Viscosity (Stormer) 141 Krebs Unit ASTM D 562 Viscosity (Brookfield) >1003 cPs ASTM D 2196 Volume—Solids 58.67% ASTM D 2697 Volume—Weights 68.01% ASTM D 1644 Initial Elongation @ 73°F 161.88% ASTM D 2370 Initial Elongation @ 0°F 3.76% ASTM D 2370 Tensile Strength @ 73°F 260.13 psi ASTM D 2370 Tensile Strength @ 0°F 2272.40 psi ASTM D 2370 Elongation @ 73°F Post Xenon 132.62% ASTM D 2370 Permeance 11.55 perms ASTM D 1653 Water Swelling 12.86% ASTM D 471 Adhesion to Concrete 3.497 lbf/in ASTM C 794/D 903 Adhesion to Galvanized 4.796 lbf/in ASTM C 794/D 903 Tear Resistance 96.49 lbf/in ASTM D 624 Weathering 1000 hrs Xenon Pass (pass/fail) Applicators shall have sole responsibility for the accuracy of measurements, and for estimate of material quantities required and necessary to satisfy the requirements of these specifications. Preparation: The roof membrane must be clean of all loose dirt, dust, and debris prior to repair and application of new surfacing. Apply specified primer at the rate of 1 gallon/ 100 sq.ft., spray, brush, or roller applied. AREA MEMBRANE REPLACEMENT Area tear off and replacement of wet roofing as designated by infra-red scan. Include in proposal a price per square foot for tear off and removal of area(s) that are detected as having wet wood deck and confirmed. Area membrane replacement requirements: Replace removed deck in kind following Factory Mutual and insulation manufacturer's specifications and guidelines. Install only as much deck as can be covered the same day with all roofing plies.. Replace removed roof membrane in kind with specified Area Replacement Felt in a 2 ply configuration with a one ply cap sheet in specified Area Replacement Adhesive. Ensure felts are laid in shingle fashion and placed to ensure that water will flow over or parallel to exposed felt edges, but never against felt edges. Tie in new built-up roof to properly prepared existing roof applying two 12" wide layers of specified Replacement Felt lapped over both roof sections 6", fully embedding both sections in specified Replacement Adhesive. Top dress with an 18" section of Area Replacement Cap fully embedding all sections in Replacement Adhesive. REPAIR OF MEMBRANE Repair all blisters as follows: Carefully cut and remove blistered material until good adhesion of the material is reached. Dry any dampness present and allow any moisture to evaporate. Prime area with asphalt primer and allow to dry. Embed Repair Reinforcement into Repair Adhesive. Membrane shall be of sufficient size to extend at least 4" beyond any cut or break. Continue layer repair process until (3) courses of Repair Reinforcement are in place, each layer to extend 3 inches beyond the underlying course. Top dress repair area with a liberal application Repair Adhesive. Cut away raised felt sections. Dry any dampness present and allow any moisture to evaporate. Embed Repair Reinforcement into Repair Adhesive. Membrane shall be of sufficient size to extend at least 4" beyond any cut or break. Continue layer repair process until (3) courses of Repair Reinforcement are in place, each layer to extend 3 inches beyond the underlying course. Top dress repair area with a liberal application Repair Adhesive. FLASHINGS: Base & Projection Flashings: Any loose or delaminating base flashings shall be removed. New area replacement membranes one ply membrane and one ply cap configuration shall be installed over existing flashings. Remove counter flashing and terminate the new flashing with a 3-course application mastic and glass mesh Reinstall counter flashing. REFLECTIVE SURFACING: When temperatures are a minimum of 50 degrees F and rising with no rain imminent or moisture present on the surface of the roof membrane apply coating. Roller, spray, or brush application of specified reflective surfacing in two coats to entire surface at the rate of 2 gallon per 100 sq.ft. for each coat (2 coats totaling 4 gallons of application). Immediately roll specified restoration sheet into first coat(or base coat) of wet coating. Materials must be thoroughly mixed and kept homogenous all during application. ADJUSTING AND CLEANING: Repair of Deficiencies: Installations or details noted as deficient during inspections must be repaired and corrected by applicator, and made ready for re-inspection within five working days. Clean up: Immediately upon job completion, roof membrane and flashing surfaces shall be cleaned of debris. 04 • lo ,�of * AZUSA JOINT CITY/AGENCY AGENDA ITEM TO: MAYOR/ CHAIRPERSON AND COUNCILMEMBERS/ AGENCY BOARD FROM: ALAN KREIMEIER, DIRECTOR OF ADMINISTRATIVE SERVICES/ CFO VIA: F.M. DELACH, CITY MANAGER/ EXECUTIVE DIRECTOR*— DATE: MARCH 7, 2011 SUBJECT: JOINT PUBLIC HEARING - TO CONSIDER RESOLUTIONS GOVERNING THE TRANSFER FROM THE AGENCY TO THE CITY OF CERTAIN REAL PROPERTY KNOWN AS APN NUMBERS 8611-004-011, 8611-004-012, 8611- 004-013, 8611-004-902, 8611-004-903, 8611-004-904, 8611-004-905, 8611-004- 906, 8611-004-907, 8611-003-921 FOR PUBLIC PURPOSES. RECOMMENDATION That the Agency Board and City Council approve the attached resolutions calling for the transfer of certain real property to the City for public purposes. BACKGROUND The City desires to construct public improvements on the sites known as Block 36 and Block 37. In order to secure funding and construct these improvements the City wishes to acquire title to the property underlying these locations. The Agency wishes to assist the City in constructing these improvements and therefore desires to transfer title to the underlying properties to the City. Pursuant to California Redevelopment Law (CRL), Health and Safety Code Section 33000 et. Seq, the Agency is allowed to use the Agency's property tax increment funds to pay all or part of the value of land for public improvements. Prior to expending these funds the CRL requires the City to hold a public hearing and consent to this proposed used of funds. Additionally, the CRL allows for the disposal of real property by the Agency without public bidding following a public hearing. The City and Agency noticed the public hearing for the transfer of certain real property on March 21 and March 28 in the San Gabriel Valley Tribune to the City for these future Public Improvements. Following the public hearing the City and Agency must make certain findings set forth in CRL Section 33445 with respect to the Agency's use of property tax increment funds to pay all or a part of the value of the land for the Public Improvements. The City and Agency must find: (a) That the acquisition of land or the installation or construction of the buildings, facilities, structures, or other improvements that are publicly owned are of benefit to the project area by helping to eliminate blight within the project area or providing housing for low- or moderate-income persons. (b) That no other reasonable means of financing the acquisition of the land or installation or construction of the buildings, facilities, structures, or other improvements that are publicly owned, are available to the community. (c) That the payment of funds for the acquisition of land or the cost of buildings, facilities, structurdt, or other improvements that are publicly owned is consistent with the implementation plan adopted pursuant to Section 33490. In this case, the Agency and City may make these findings based upon the following information: 1. In this case the Agency's financing will be of benefit to the Project Area because the transfer and acquisition of the land for the Public Improvements will: (1) improve the quality of life in the Project Areas and is in the best interest of the City and the health, safety, morals and welfare of its residents, businesses, tenants, and property owners; (2) provide needed public improvements, stimulate economic development and minimize depreciated or stagnant property values and high business vacancies, while improving aesthetics and visibility in the Project Areas; and (3) begin the process to revitalize a blighted area of the community. The financing will reduce depreciated or stagnant property values and abnormally high business vacancies by promoting private investment in the Project Areas. The financing will assist the City and Agency in providing needed public improvements and stimulating economic development. Financing of the Public Improvements will eliminate blight by making the Project Areas attractive to private investment, which subsequently will contribute to an appreciation of the value of both businesses and property within the Project Areas. 2. The City, who is the entity responsible for the proposed public improvements, has determined that there are no other reasonable means of financing the public improvements available to the City. The City cannot fully assume the cost of land for needed capital improvements within the City without the assistance of property tax increment funding, through the transfer of Property, from the Project Areas. Capital public improvements in other parts of the City would have to be deferred or eliminated in order to fund these certain Public Improvements. Additionally, in these uncertain economic times the City is unable to bond for or in other ways finance these vital City improvements. 3. The financing of the Public Improvements is consistent with the goals and objectives of the implementation plan adopted pursuant to Section 33490 in that the implementation plan contemplates the financing of public improvements that will stimulate private investment in the Project Areas and elimination of one or more blighting conditions within the Project Areas. 4. The Public Improvements are provided for in the Redevelopment Plans which authorize the installation, construction or reconstruction of streets, utilities and other public improvements (including, but not limited to gutters, sidewalks, sewers and appurtenant work thereto) in areas which benefit the Project Areas. FISCAL IMPACT Transferring title to Block 36 and Block 37 to the City for public improvements will reduce the City's costs of public improvements. Attachments: Resolutions List of properties proposed for quitclaim Map of properties for quitclaim RESOLUTION NO. A RESOLUTION OF THE GOVERNING BOARD OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, CALIFORN_ I,A, TRANSFERRING PROPERTY [APN NUMBERS 8611-004-962, 8611-064-903, 8611-04-904, ,,8�6,�-0 5, 8611-004- ° 6 9861 04-917, 8611-0042, 8611-0048611-004-`914, 8611- 003-92 TO THE CITY OF AZUSA AND MAKING CERTAIN FIND GS PURSUANT TO CALIFORNIA HEALTH AND SAFETY CODE SECTION 33445 IN CONNECTION WITH THE REDEVELOPMENT AGENCY'S TRANSFER OF LAND FOR FINANCING OF CERTAIN FUTURE PUBLIC IMPROVEMENTS WITHIN THE REDEVELOPMENT PROJECT AREA WHEREAS, pursuant to the California Community Redevelopment Law (Health and Safety Code Sections 33000, et seq.) ("CRL"), the City Council ("City Council") of the City of Azusa ("City") has approved and adopted a redevelopment plan ("Redevelopment Plan") for the Merged Central Business District Redevelopment Project Area("Project Area"); and WHEREAS, the Governing Board ("Board") of the Redevelopment Agency of the City of Azusa ("Agency") has adopted an implementation plan for the Redevelopment Plan ("Implementation Plan") and is engaged in activities necessary to execute and implement the Redevelopment Plan pursuant to the CRL; and WHEREAS, in furtherance of the Project Area and the immediate neighborhood in which the Project Area is located, the City and Agency plan to continue to provide programs and services to eliminate blight, including the provision of certain future public improvements, which improvements will be located within the boundaries of, and contiguous to, the Project Area. These projects range from general public infrastructure, such as streets and sewers, to the designation of open space and parks, among other things ("Public Improvements"). The City and Agency cannot fully assume the costs of these needed Public Improvements without assistance of property tax increment funding. Specifically, the Agency proposes to transfer land purchased with redevelopment funds to assist in the finance of these programs and services; and WHEREAS, the acquisition of land for the Public Improvements will assist in the elimination of blight within the Project Areas by minimizing physical and economic conditions that cause blight such as depreciated or stagnant property values and abnormally high business vacancies by providing needed public improvements, stimulating economic development, providing open space and addressing the problems presented by inadequate public infrastructure; and WHEREAS, the completion of the Public Improvements is consistent with the goals and objectives of the Five Year Implementation Plan adopted pursuant to CRL Section 33490; and WHEREAS, with the City Council's consent, the Agency is authorized under CRL Section 33445 to use the Agency's property tax increment funds, which it receives pursuant to CRL Section 33670, or any other available funds, to pay all or part of the value of land for the Public Improvements; and 1 WHEREAS, pursuant to CRL Sections 33430 and 33431 the Agency may dispose of real property without public bidding by conducting a public hearing; and WHEREAS, pursuant to CRL Section 33431, the Agency noticed the public hearing for the transfer of certain real property (APN numbers 8611-004-011, 8611-004-012, 8611-004-013, 8611-004-902, 8611-004-903, 8611-004-904, 8611-004-905, 8611-004-906, 8611-004-907, 8611-003-921) (the "Property") on March 21 aDd March 28 in the [INSERT NAME OF PUBLICATION] to the City for these future Public Improvements; and WHEREAS, the City Council and Agency are required to make certain findings set forth in CRL Section 33445 with respect to the Agency's use of property tax increment funds to pay all or a part of the value of the land for the Public Improvements; and WHEREAS, pursuant to provisions of CRL Section 33445, the City Council and the Agency's Governing Board held a meeting regarding the Public Improvements, and the City Council made the required findings pursuant to CRL Section 33445; and WHEREAS, the City is the lead agency pursuant to the California Environmental Quality Act (codified as Public Resources Code Sections 21000 et seq) ("CEQA") and the State CEQA Guidelines; and WHEREAS, staff has determined that the Agency's authorization and 33445 findings are exempt from CEQA, pursuant to State CEQA Guidelines Section 15061(b)(3), because it can be seen with certainty that the mere transfer of title to the Property from the Agency to the City will not have a significant effect on the environment; and WHEREAS, all other legal prerequisites to the adoption of this Resolution have occurred. NOW, THEREFORE, THE GOVERNING BOARD OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, CALIFORNIA, DOES RESOLVE AS FOLLOWS: Section 1. The recitals set forth above are true and correct and incorporated herein. Section 2. The Governing Board consents to the Agency's use of property tax increment funds, through the transfer of the Property,to pay all or a part of the value of the land for the Public Improvements and,therefore, finds and determines, based on the information made available in the staff report accompanying this Resolution, the oral presentation of Agency staff, and all other written and oral evidence presented to the Governing Board at or prior to the public hearing,that: a. That the Agency's financing of the Public Improvements is of benefit to the Project Areas because the transfer and acquisition of the land for the Public Improvements will: (1) improve the quality of life in the Project Areas and is in the best interest of the City and the health, safety, morals and welfare of its residents, businesses, tenants, and property 2 the terms and conditions set forth in the quitclaim deed attached hereto in substantially final form as Exhibit A. Section 4. The Executive Director of the Agency, or his or her designee, is authorized and directed to execute the quitclaim deed and such other documents and instruments as may be necessary to memorialize the obligations between the City and the Agency, in order to finalize the transfer of the Property to the City, and shall take all other actions necessary or convenient in the furtherance of the actions authorized by this Resolution. Section 5. The Agency has determined that the conveyance of the Property to the City is exempt from the requirements of the California Environmental Quality Act ("CEQA"), pursuant to State CEQA Guidelines Section 15061(b)(3), because it can be seen with certainty that the mere transfer of title to the Property from the Agency to the City will not have a significant effect on the environment. Section 6. The Board hereby directs Agency staff, in concurrence with the City,to file a Notice of Exemption with the Clerk of Los Angeles County within five(5) calendar days following approval of this Resolution. Section 7. This Resolution shall take effect immediately upon its adoption. Section 8. The Chairperson shall sign this Resolution and the Agency Secretary shall attest and certify to the passage and adoption of this Resolution. ADOPTED, SIGNED, AND APPROVED this day of , 2011, by the following vote: AYES: NAYS: ABSENT: ABSTAIN: Chairperson ATTEST: Secretary APPROVED AS TO FORM: Agency Counsel 4 EXHIBIT"A" QUITCLAIM DEED 5 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: CITY OF AZUSA 213 East Foothill Boulevard Azusa, CA 91702-1295 APN [INSERT NUMBER] Exempt from Recording Fees per Govt.Code §27383 Exempt from Documentary Transfer Tax per Calif.Rev.&Tax.Code§11922 QUITCLAIM DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, a public body, corporate and politic ("Grantor") hereby remises, releases, assigns and forever quitclaims to THE CITY OF AZUSA, a municipal corporation all of Grantor's rights, title and interest in and to that certain real property situated in the City of Azusa,County of San Bernardino, State of California,more fully described in EXHIBIT A attached hereto and incorporated herein by reference ("Property"). Dated: REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, a public body, corporate and politic By: Francis M. Delach Executive Director NOTARY ACKNOWLEDGMENT (California All-Purpose Acknowledgment) STATE OF CALIFORNIA ) ss. COUNTY OF LOS ANGELES ) On ,2011 before me, ,notary public, personally appeared ,personally known to me(or proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s)is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by his/her/their signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public ATTACHED TO: QUITCLAIM DEED [APN INSERT NUMBER] EXHIBIT A TO QUITCLAIM DEED INSERT LEGAL DESCRIPTION [APN INSERT NUMBER] THE CITY OF AZUSA CERTIFICATE OF ACCEPTANCE OF QUITCLAIM DEED This Certificate of Acceptance pertains to the interest in real property conveyed by the Quitclaim Deed dated to which this Certificate of Acceptance is attached, from: REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, a public body, corporate and politic to: THE CITY OF AZUSA, a municipal corporation ("Grantee") Said Quitclaim Deed is hereby accepted by the undersigned officer on behalf of Grantee pursuant to authority conferred by the Grantee's governing board, and Grantee hereby consents to recordation of such Grant Deed. Dated: CITY OF AZUSA, a municipal corporation By: Francis M. Delach Its: City Manager ATTEST: City Clerk Block 36 APN: 8611-0303-921 Block 37 Address: 624 N. San Gabriel Avenue, Azusa CA 91702 APN: 8611-004-914 Address: 622 N. 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City of Azusa \\\ Azul Block 37 Project N GIS Path C:WrcGIS_Misc Projects_3_9.2\Kurt C\Block37Project.mxd Date 3.2;201'. RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA, CALIFORNIA, ACCEPTING PROPERTY [APN NUMBERS 8611-004-902, 8611-004-903, 8611-004-904, 8611-004-905, 8611-004-906, 8611-004-907, 8611-004-912, 8611-004-913, 8611-004- 914, 8611-003-921] (SEE ATTACHED MAP) FROM THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA AND MAKING CERTAIN FINDINGS PURSUANT TO CALIFORNIA HEALTH AND SAFETY CODE SECTION 33445 IN CONNECTION WITH THE REDEVELOPMENT AGENCY'S TRANSFER OF LAND FOR FINANCING OF CERTAIN FUTURE PUBLIC IMPROVEMENTS WITHIN THE REDEVELOPMENT PROJECT AREA WHEREAS, pursuant to the California Community Redevelopment Law (Health and Safety Code Sections 33000, et seq.) ("CRL"), the City Council ("City Council") of the City of Azusa ("City") has approved and adopted a redevelopment plan ("Redevelopment Plan") for the Merged Central Business District Redevelopment Project Area("Project Area"); and WHEREAS, the Governing Board ("Board") of the Redevelopment Agency of the City of Azusa ("Agency") has adopted an implementation plan for the Redevelopment Plan ("Implementation Plan") and is engaged in activities necessary to execute and implement the Redevelopment Plan pursuant to the CRL; and WHEREAS, in furtherance of the Project Area and the immediate neighborhood in which the Project Area is located, the City and Agency plan to continue to provide programs and services to eliminate blight, including the provision of certain future public improvements, which improvements will be located within the boundaries of, and contiguous to, the Project Area. These projects range from general public infrastructure, such as streets and sewers, to the designation of open space and parks, among other things ("Public Improvements"). The City and Agency cannot fully assume the costs of these needed Public Improvements without assistance of property tax increment funding. Specifically, the Agency proposes to transfer land purchased with redevelopment funds to assist in the finance of these programs and services; and WHEREAS, the acquisition of land for the Public Improvements will assist in the elimination of blight within the Project Areas by minimizing physical and economic conditions that cause blight such as depreciated or stagnant property values and abnormally high business vacancies by providing needed public improvements, stimulating economic development, providing open space and addressing the problems presented by inadequate public infrastructure; and WHEREAS, the completion of the Public Improvements is consistent with the goals and objectives of the Five Year Implementation Plan adopted pursuant to CRL Section 33490; and WHEREAS, with the City Council's consent, the Agency is authorized under CRL Section 33445 to use the Agency's property tax increment funds, which it receives pursuant to 1 CRL Section 33670, or any other available funds, to pay all or part of the value of land for the Public Improvements; and WHEREAS, pursuant to CRL Sections 33430 and 33431 the Agency may dispose of real property without public bidding by conducting a public hearing; and WHEREAS, pursuant to CRL Section 33431, the Agency noticed the public hearing for the transfer of certain real property (APN numbers 8611-004-011, 8611-004-012, 8611-004-013, 8611-004-902, 8611-004-903, 8611-004-904, 8611-004-905, 8611-004-906, 8611-004-907, 8611-003-921) (the "Property") on March 21 and March 28 in the [INSERT NAME OF PUBLICATION] to the City for these future Public Improvements; and WHEREAS,the City Council and Agency are required to make certain findings set forth in CRL Section 33445 with respect to the Agency's use of property tax increment funds to pay all or a part of the value of the land for the Public Improvements; and WHEREAS, pursuant to provisions of CRL Section 33445, the City Council and the Agency's Governing Board held a meeting regarding the Public Improvements, and the City Council made the required findings pursuant to CRL Section 33445; and WHEREAS, the City is the lead agency pursuant to the California Environmental Quality Act (codified as Public Resources Code Sections 21000 et seq) ("CEQA") and the State CEQA Guidelines; and WHEREAS, staff has determined that the Agency's authorization and 33445 findings are exempt from CEQA, pursuant to State CEQA Guidelines Section 15061(b)(3), because it can be seen with certainty that the mere transfer of title to the Property from the Agency to the City will not have a significant effect on the environment; and WHEREAS, all other legal prerequisites to the adoption of this Resolution have occurred. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AZUSA, CALIFORNIA, DOES RESOLVE AS FOLLOWS: Section 1. The recitals set forth above are true and correct and incorporated herein. Section 2. The City Council consents to the Agency's use of property tax increment funds, through the transfer of the Property, to pay all or a part of the value of the land for the Public Improvements and, therefore, finds and determines, based on the information made available in the staff report accompanying this Resolution, the oral presentation of Agency staff, and all other written and oral evidence presented to the City Council at or prior to the public hearing,that: a. That the Agency's financing of the Public Improvements is of benefit to the Project Areas because the transfer and acquisition of the land 2 for the Public Improvements will: (1) improve the quality of life in the Project Areas and is in the best interest of the City and the health, safety, morals and welfare of its residents, businesses, tenants, and property owners and (2) provide needed public improvements, stimulate economic development and minimize depreciated or stagnant property values and high business vacancies, while improving aesthetics and visibility in the Project Areas. b. That the City has determined that there are no other reasonable means of financing the Public Improvements available to the City. The City cannot fully assume the cost of land for needed capital improvements within the City without the assistance of property tax increment funding, through the transfer of Property, from the Project Areas. Capital public improvements in other parts of the City would have to be deferred or eliminated in order to fund these certain Public Improvements. c. That the financing of the Public Improvements will benefit the Project Areas by assisting in the elimination of one or more blighting conditions in the Project Areas. The financing will reduce depreciated or stagnant property values and abnormally high business vacancies by promoting private investment in the Project Areas. The financing will assist the City and Agency in providing needed public improvements and stimulating economic development. By updating and modernizing the City's infrastructure, the Project Area becomes more attractive to those investors who wish to relocate and/or establish businesses in areas that can physically support their enterprise. Financing of the Public Improvements will eliminate blight by making the Project Areas attractive to private investment, which subsequently will contribute to an appreciation of the value of both businesses and property within the Project Areas, and providing open space. d. The financing of the Public Improvements is consistent with the goals and objectives of the implementation plan adopted pursuant to Section 33490 in that the implementation plan contemplates the financing of public improvements that will stimulate private investment in the Project Areas and elimination of one or more blighting conditions within the Project Areas. e. The Public Improvements are provided for in the Redevelopment Plans which authorize the installation, construction or reconstruction of streets, utilities and other public improvements (including, but not limited to gutters, sidewalks, sewers and appurtenant work thereto) in areas which benefit the Project Areas. Section 3. The Council hereby accepts the transfer of the Property from the Agency by and pursuant to the terms and conditions set forth in the quitclaim deed attached hereto in substantially final form as Exhibit A. 3 Section 4. The City Manager, or his or her designee, is authorized and directed to execute the quitclaim deed and such other documents and instruments as may be necessary to memorialize the obligations between the City and the Agency, in order to finalize the transfer of the Property to the City, and shall take all other actions necessary or convenient in the furtherance of the actions authorized by this Resolution. Section 5. The City Council has determined that the conveyance of the Property to the City is exempt from the requirements of the California Environmental Quality Act ("CEQA"), pursuant to State CEQA Guidelines Section 15061(b)(3), because it can be seen with certainty that the mere transfer of title to the Property from the Agency to the City will not have a significant effect on the environment. Section 6. The City Council hereby directs City staff, in concurrence with the Agency, to file a Notice of Exemption with the Clerk of Los Angeles County within five (5) calendar days following approval of this Resolution. Section 7. This Resolution shall take effect immediately upon its adoption. Section 8. The Mayor shall sign this Resolution and the City Clerk shall attest and certify to the passage and adoption of this Resolution. ADOPTED, SIGNED,AND APPROVED this day of , 2011, by the following vote: AYES: NAYS: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk APPROVED AS TO FORM: City Attorney 4 EXHIBIT `A" QUITCLAIM DEED • 5 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: CITY OF AZUSA 213 East Foothill Boulevard Azusa, CA 91702-1295 APN[INSERT NUMBER] Exempt from Recording Fees per Govt.Code§27383 Exempt from Documentary Transfer Tax per Calif.Rev.&Tax.Code§11922 QUITCLAIM DEED FOR VALUABLE CONSIDERATION,receipt of which is hereby acknowledged, REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, a public body, corporate and politic ("Grantor") hereby remises, releases, assigns and forever quitclaims to THE CITY OF AZUSA, a municipal corporation all of Grantor's rights, title and interest in and to that certain real property situated in the City of Azusa,County of San Bernardino,State of California,more fully described in EXHIBIT A attached hereto and incorporated herein by reference ("Property"). Dated: REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, a public body, corporate and politic By: Francis M. Delach Executive Director NOTARY ACKNOWLEDGMENT (California All-Purpose Acknowledgment) STATE OF CALIFORNIA ) j j ss. COUNTY OF LOS ANGELES ) On ,2011 before me, ,notary public, personally appeared ,personally known to me(or proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s)is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by his/her/their signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public ATTACHED TO: QUITCLAIM DEED [APN INSERT NUMBER] EXHIBIT A TO QUITCLAIM DEED INSERT LEGAL DESCRIPTION [APN INSERT NUMBER] THE CITY OF AZUSA CERTIFICATE OF ACCEPTANCE OF QUITCLAIM DEED This Certificate of Acceptance pertains to the interest in real property conveyed by the Quitclaim Deed dated to which this Certificate of Acceptance is attached, from: REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, a public body, corporate and politic to: THE CITY OF AZUSA, a municipal corporation ("Grantee") Said Quitclaim Deed is hereby accepted by the undersigned officer on behalf of Grantee pursuant to authority conferred by the Grantee's governing board, and Grantee hereby consents to recordation of such Grant Deed. Dated: CITY OF AZUSA, a municipal corporation By: Francis M. Delach Its: City Manager ATTEST: City Clerk Block 36 APN: 8611-0303-921 Block 37 Address: 624 N. San Gabriel Avenue, Azusa CA 91702 APN: 8611-004-914 Address: 622 N. San Gabriel Avenue, Azusa, CA 91702 APN: 8611-004-912, 8611-004-913 Address: No Address APN: 8611-004-902, 8611-004-903, 8611-004-904. 8611-004-905, 8611-004-906 8611-004-907 �1 _ �' T r ' K� ,, -. gay d j moo ; . . I:19 - - 'Foothill-13 x uu i _ . a•�JIM _ter ► - _ ' _ _ �'°; 111 t' • i1 • I rhP" Q w t' 1d ok t3 i1i e ig�Y --- _: �g, R Ra ✓ t Lk - # � �� „ice �{ '_ .x�+*��'F �. h; � __�r P.. i + \1 I "'r Mfr i ...�' F,?lif I - YIO'''�`: y"'.li \ - 1.. 7.5 a= 3 f s, } a ._')'.1'1\7, fl y _ 't- ,,. ^ tet } - t s , r ,,,,..i.:=.1.4:,,,.....,,, , rI a. r r/• 4 Yid taxi ,�{ P. to i• r'S ,*+� � '�r d by°� �: 1 • .. 'ku,f ,6'�:-- -® • f l' � of F R IP I - _ ] T`i' pi s. ' - �.._ ,v , as '' w j _ f.�. pp -_ ,4,,,,,' rs# ! l' ..! ft v ,, v cr 1 � .\s �_ -,.,_,•=_',---1 t II ��+ .7,07--,-.7, _ x Yt 2q tr - =ti l rwici.„, r.. 1 inch = 100 feet T.�rado i. City of Azusa {USS Block 36 Project N GIs 1 Path:C:WrcGIS_Misc Projects_3_9.2\Kurt C\Block36Project.mxd Date:3/2/2011 AP — , — '- '-- 1 1 1- ' 1 `-. ....___1*:,,,,, t 1,, ,.:_. _ _.„ w N -_ F S a I etu �'h u s sty , .�<'� 1. 41 l 1 _. Ea.: i .: :- - , Foil .411r. ,. f.-,,,-';,;,::- '`,,, --1:._p .r Ilk ' ' - ' .;.:'* . ,::::- Pr _ t P. :* 1 ,' 1 --,,,,i's,''''"-`:7,,,.-1 x{ ,• a & ads ram 1 a �j z�Alr €' I .L7' L i • 1.."" �•, (e sna Mme" \ ;.t r !I . J J it \Orr ilt_ .1 - ,AL. --- I ---.- 1 . :,,,gigr-Agri;tz'`,-P r p* !! * `• A.F r fist; . € t .F' , - _4, a \\ 11 I .L*y L :• S 1 +--•� .f . 1 • - •4. KF f R. h ,�7,yk..: ,a. le.- .. (;, s'. its - k J�'1'1-rJ��' 1)� iti ,�' ;.�� , r . • III6th St �y h ,, • 1 �r i 1 4 ar ' r � _ ID � . 1 inch = 100 feet T.�rado °' N° City of Azusa u,s�`y zus� Block 37 Project N 1 GIS r Date:3/2!2011 Path:C:\ArcGIS_Misc Proiects_3_9.2\Kurt C\Block37Proiect.mxd E . I RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA, CALIFORNIA, ACCEPTING PROPERTY [APN NUMBERS 8611-004-902, 8611-004-903, 8611-004-904, 8611-004-905, 8611-004-906, 8611-004-907, 8611-004-912, 8611-004-913, 8611-004- 914, 8611-003-921] (SEE ATTACHED MAP) FROM THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA AND MAKING CERTAIN FINDINGS PURSUANT TO CALIFORNIA HEALTH AND SAFETY CODE SECTION 33445 IN CONNECTION WITH THE REDEVELOPMENT AGENCY'S TRANSFER OF LAND FOR FINANCING OF CERTAIN FUTURE PUBLIC IMPROVEMENTS WITHIN THE REDEVELOPMENT PROJECT AREA WHEREAS, pursuant to the California Community Redevelopment Law (Health and Safety Code Sections 33000, et seq.) ("CRL"), the City Council ("City Council") of the City of Azusa ("City") has approved and adopted a redevelopment plan ("Redevelopment Plan") for the Merged Central Business District Redevelopment Project Area("Project Area"); and WHEREAS, the Governing Board ("Board") of the Redevelopment Agency of the City of Azusa ("Agency") has adopted an implementation plan for the Redevelopment Plan ("Implementation Plan") and is engaged in activities necessary to execute and implement the Redevelopment Plan pursuant to the CRL; and WHEREAS, in furtherance of the Project Area and the immediate neighborhood in which the Project Area is located, the City and Agency plan to continue to provide programs and services to eliminate blight, including the provision of certain future public improvements, which improvements will be located within the boundaries of, and contiguous to, the Project Area. These projects range from general public infrastructure, such as streets and sewers, to the designation of open space and parks, among other things ("Public Improvements"). The City and Agency cannot fully assume the costs of these needed Public Improvements without assistance of property tax increment funding. Specifically, the Agency proposes to transfer land purchased with redevelopment funds to assist in the finance of these programs and services; and WHEREAS, the acquisition of land for the Public Improvements will assist in the elimination of blight within the Project Areas by minimizing physical and economic conditions that cause blight such as depreciated or stagnant property values and abnormally high business vacancies by providing needed public improvements, stimulating economic development, providing open space and addressing the problems presented by inadequate public infrastructure; and WHEREAS, the completion of the Public Improvements is consistent with the goals and objectives of the Five Year Implementation Plan adopted pursuant to CRL Section 33490; and WHEREAS, with the City Council's consent, the Agency is authorized under CRL Section 33445 to use the Agency's property tax increment funds, which it receives pursuant to • 1 CRL Section 33670, or any other available funds, to pay all or part of the value of land for the Public Improvements; and WHEREAS, pursuant to CRL Sections 33430 and 33431 the Agency may dispose of real property without public bidding by conducting a public hearing; and WHEREAS, pursuant to CRL Section 33431, the Agency noticed the public hearing for the transfer of certain real property (APN numbers 8611-004-011, 8611-004-012, 8611-004-013, 8611-004-902, 8611-004-903, 8611-004-904, 8611-004-905, 8611-004-906, 8611-004-907, 8611-003-921) (the "Property") on February 21 and February 28 in the San Gabriel Valley Tribune to the City for these future Public Improvements; and WHEREAS,the City Council and Agency are required to make certain findings set forth in CRL Section 33445 with respect to the Agency's use of property tax increment funds to pay all or a part of the value of the land for the Public Improvements; and WHEREAS, pursuant to provisions of CRL Section 33445, the City Council and the Agency's Governing Board held a meeting regarding the Public Improvements, and the City Council made the required findings pursuant to CRL Section 33445; and WHEREAS, the City is the lead agency pursuant to the California Environmental Quality Act (codified as Public Resources Code Sections 21000 et seq) ("CEQA") and the State CEQA Guidelines; and WHEREAS, staff has determined that the Agency's authorization and 33445 findings are exempt from CEQA, pursuant to State CEQA Guidelines Section 15061(b)(3), because it can be seen with certainty that the mere transfer of title to the Property from the Agency to the City will not have a significant effect on the environment; and WHEREAS, all other legal prerequisites to the adoption of this Resolution have occurred. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AZUSA, CALIFORNIA,DOES RESOLVE AS FOLLOWS: Section 1. The recitals set forth above are true and correct and incorporated herein. Section 2. The City Council consents to the Agency's use of property tax increment funds, through the transfer of the Property, to pay all or a part of the value of the land for the Public Improvements and, therefore, finds and determines, based on the information made available in the staff report accompanying this Resolution, the oral presentation of Agency staff, and all other written and oral evidence presented to the City Council at or prior to the public hearing,that: a. That the Agency's financing of the Public Improvements is of benefit to the Project Areas because the transfer and acquisition of the land 2 for the Public Improvements will: (1) improve the quality of life in the Project Areas and is in the best interest of the City and the health, safety, morals and welfare of its residents, businesses, tenants; and property owners and (2) provide needed public improvements, stimulate economic development and minimize depreciated or stagnant property values and high business vacancies, while improving aesthetics and visibility in the Project Areas. b. That the City has determined that there are no other reasonable means of financing the Public Improvements available to the City. The City cannot fully assume the cost of land for needed capital improvements within the City without the assistance of property tax increment funding, through the transfer of Property, from the Project Areas. Capital public improvements in other parts of the City would have to be deferred or eliminated in order to fund these certain Public Improvements. c. That the financing of the Public Improvements will benefit the Project Areas by assisting in the elimination of one or more blighting conditions in the Project Areas. The financing will reduce depreciated or stagnant property values and abnormally high business vacancies by promoting private investment in the Project Areas. The financing will assist the City and Agency in providing needed public improvements and stimulating economic development. By updating and modernizing the City's infrastructure, the Project Area becomes more attractive to those investors who wish to relocate and/or establish businesses in areas that can physically support their enterprise. Financing of the Public Improvements will eliminate blight by making the Project Areas attractive to private investment, which subsequently will contribute to an appreciation of the value of both businesses and property within the Project Areas, and providing open space. d. The financing of the Public Improvements is consistent with the goals and objectives of the implementation plan adopted pursuant to Section 33490 in that the implementation plan contemplates the financing of public improvements that will stimulate private investment in the Project Areas and elimination of one or more blighting conditions within the Project Areas. e. The Public Improvements are provided for in the Redevelopment Plans which authorize the installation, construction or reconstruction of streets, utilities and other public improvements (including, but not limited to gutters, sidewalks, sewers and appurtenant work thereto) in areas which benefit the Project Areas. Section 3. The Council hereby accepts the transfer of the Property from the Agency by and pursuant to the terms and conditions set forth in the quitclaim deed attached hereto in substantially final form as Exhibit A. 3 Section 4. The City Manager, or his or her designee, is authorized and directed to execute the quitclaim deed and such other documents and instruments as may be necessary to memorialize the obligations between the City and the Agency, in order to finalize the transfer of the Property to the City, and shall take all other actions necessary or convenient in the furtherance of the actions authorized by this Resolution. Section 5. The City Council has determined that the conveyance of the Property to the City is exempt from the requirements of the California Environmental Quality Act ("CEQA"), pursuant to State CEQA Guidelines Section 15061(b)(3), because it can be seen with certainty that the mere transfer of title to the Property from the Agency to the City will not have a significant effect on the environment. Section 6. The City Council hereby directs City staff, in concurrence with the Agency, to file a Notice of Exemption with the Clerk of Los Angeles County within five (5) calendar days following approval of this Resolution. Section 7. This Resolution shall take effect immediately upon its adoption. Section 8. The Mayor shall sign this Resolution and the City Clerk shall attest and certify to the passage and adoption of this Resolution. ADOPTED, SIGNED,AND APPROVED this day of , 2011, by the following vote: AYES: NAYS: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk APPROVED AS TO FORM: City Attorney 4 EXHIBIT "A" QUITCLAIM DEED 5 ea_ RESOLUTION NO. A RESOLUTION OF THE GOVERNING BOARD OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, CALIFORNIA, TRANSFERRING PROPERTY [APN NUMBERS 8611-004-902, 8611-004-903, 8611-004-904, 8611-004-905, 8611-004- 906, 8611-004-907, 8611-004-912, 8611-004-913, 8611-004-914, 8611- 003-921] TO THE CITY OF AZUSA AND MAKING CERTAIN FINDINGS PURSUANT TO CALIFORNIA HEALTH AND SAFETY CODE SECTION 33445 IN CONNECTION WITH THE REDEVELOPMENT AGENCY'S TRANSFER OF LAND FOR FINANCING OF CERTAIN FUTURE PUBLIC IMPROVEMENTS WITHIN THE REDEVELOPMENT PROJECT AREA WHEREAS, pursuant to the California Community Redevelopment Law (Health and Safety Code Sections 33000, et seq.) ("CRL"), the City Council ("City Council") of the City of Azusa ("City") has approved and adopted a redevelopment plan ("Redevelopment Plan") for the Merged Central Business District Redevelopment Project Area("Project Area"); and WHEREAS, the Governing Board ("Board") of the Redevelopment Agency of the City of Azusa ("Agency") has adopted an implementation plan for the Redevelopment Plan ("Implementation Plan") and is engaged in activities necessary to execute and implement the Redevelopment Plan pursuant to the CRL; and WHEREAS, in furtherance of the Project Area and the immediate neighborhood in which the Project Area is located, the City and Agency plan to continue to provide programs and services to eliminate blight, including the provision of certain future public improvements, which improvements will be located within the boundaries of, and contiguous to, the Project Area. These projects range from general public infrastructure, such as streets and sewers, to the designation of open space and parks, among other things ("Public Improvements"). The City and Agency cannot fully assume the costs of these needed Public Improvements without assistance of property tax increment funding. Specifically, the Agency proposes to transfer land purchased with redevelopment funds to assist in the finance of these programs and services; and WHEREAS, the acquisition of land for the Public Improvements will assist in the elimination of blight within the Project Areas by minimizing physical and economic conditions that cause blight such as depreciated or stagnant property values and abnormally high business vacancies by providing needed public improvements, stimulating economic development, providing open space and addressing the problems presented by inadequate public infrastructure; and WHEREAS, the completion of the Public Improvements is consistent with the goals and objectives of the Five Year Implementation Plan adopted pursuant to CRL Section 33490; and WHEREAS, with the City Council's consent, the Agency is authorized under CRL Section 33445 to use the Agency's property tax increment funds, which it receives pursuant to CRL Section 33670, or any other available funds, to pay all or part of the value of land for the Public Improvements; and 1 WHEREAS,pursuant to CRL Sections 33430 and 33431 the Agency may dispose of real property without public bidding by conducting a public hearing; and WHEREAS, pursuant to CRL Section 33431, the Agency noticed the public hearing for the transfer of certain real property (APN numbers 8611-004-011, 8611-004-012, 8611-004-013, 8611-004-902, 8611-004-903, 8611-004-904, 8611-004-905, 8611-004-906, 8611-004-907, 8611-003-921) (the "Property") on February 21 and February 28 in the San Gabriel Valley Tribune to the City for these future Public Improvements; and WHEREAS,the City Council and Agency are required to make certain findings set forth in CRL Section 33445 with respect to the Agency's use of property tax increment funds to pay all or a part of the value of the land for the Public Improvements; and WHEREAS, pursuant to provisions of CRL Section 33445, the City Council and the Agency's Governing Board held a meeting regarding the Public Improvements, and the City Council made the required findings pursuant to CRL Section 33445; and WHEREAS, the City is the lead agency pursuant to the California Environmental Quality Act (codified as Public Resources Code Sections 21000 et seq) ("CEQA") and the State CEQA Guidelines; and WHEREAS, staff has determined that the Agency's authorization and 33445 findings are exempt from CEQA, pursuant to State CEQA Guidelines Section 15061(b)(3), because it can be seen with certainty that the mere transfer of title to the Property from the Agency to the City will not have a significant effect on the environment; and WHEREAS, all other legal prerequisites to the adoption of this Resolution have occurred. NOW, THEREFORE, THE GOVERNING BOARD OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, CALIFORNIA,DOES RESOLVE AS FOLLOWS: Section 1. The recitals set forth above are true and correct and incorporated herein. Section 2. The Governing Board consents to the Agency's use of property tax increment funds,through the transfer of the Property,to pay all or a part of the value of the land for the Public Improvements and, therefore, finds and determines, based on the information made available in the staff report accompanying this Resolution, the oral presentation of Agency staff, and all other written and oral evidence presented to the Governing Board at or prior to the public hearing,that: a. That the Agency's financing of the Public Improvements is of benefit to the Project Areas because the transfer and acquisition of the land for the Public Improvements will: (1) improve the quality of life in the Project Areas and is in the best interest of the City and the health, safety, morals and welfare of its residents, businesses, tenants, and property 2 owners and (2) provide needed public improvements, stimulate economic development and minimize depreciated or stagnant property values and high business vacancies, while improving aesthetics and visibility in the Project Areas. b. That the City has determined that there are no other reasonable means of financing the Public Improvements available to the City. The City cannot fully assume the cost of land for needed capital improvements within the City without the assistance of property tax increment funding, through the transfer of Property, from the Project Areas. Capital public improvements in other parts of the City would have to be deferred or eliminated in order to fund these certain Public Improvements. c. That the financing of the Public Improvements will benefit the Project Areas by assisting in the elimination of one or more blighting conditions in the Project Areas. The financing will reduce depreciated or stagnant property values and abnormally high business vacancies by promoting private investment in the Project Areas. The financing will assist the City and Agency in providing needed public improvements and stimulating economic development. By updating and modernizing the City's infrastructure, the Project Area becomes more attractive to those investors who wish to relocate and/or establish businesses in areas that can physically support their enterprise. Financing of the Public Improvements will eliminate blight by making the Project Areas attractive to private investment, which subsequently will contribute to an appreciation of the value of both businesses and property within the Project Areas, and providing open space. d. The financing of the Public Improvements is consistent with the goals and objectives of the implementation plan adopted pursuant to Section 33490 in that the implementation plan contemplates the financing of public improvements that will stimulate private investment in the Project Areas and elimination of one or more blighting conditions within the Project Areas. e. The Public Improvements are provided for in the Redevelopment Plans which authorize the installation, construction or reconstruction of streets, utilities and other public improvements (including, but not limited to gutters, sidewalks, sewers and appurtenant work thereto) in areas which benefit the Project Areas. Section 3. A public hearing, duly noticed in accordance with applicable law, was held by the Agency on March 7, 2011 at which time the Agency received the staff report, public testimony, and any and all evidence in support of and objections to the proposed conveyance of the Property by the Agency to the City. After receiving and considering such evidence, the Board hereby approves the transfer of the Property to the City by and pursuant to 3 the terms and conditions set forth in the quitclaim deed attached hereto in substantially final form as Exhibit A. Section 4. The Executive Director of the Agency, or his or her designee, is authorized and directed to execute the quitclaim deed and such other documents and instruments as may be necessary to memorialize the obligations between the City and the Agency, in order to finalize the transfer of the Property to the City, and shall take all other actions necessary or convenient in the furtherance of the actions authorized by this Resolution. Section 5. The Agency has determined that the conveyance of the Property to the City is exempt from the requirements of the California Environmental Quality Act ("CEQA"), pursuant to State CEQA Guidelines Section 15061(b)(3), because it can be seen with certainty that the mere transfer of title to the Property from the Agency to the City will not have a significant effect on the environment. Section 6. The Board hereby directs Agency staff, in concurrence with the City,to file a Notice of Exemption with the Clerk of Los Angeles County within five (5) calendar days following approval of this Resolution. Section 7. This Resolution shall take effect immediately upon its adoption. Section 8. The Chairperson shall sign this Resolution and the Agency Secretary shall attest and certify to the passage and adoption of this Resolution. ADOPTED, SIGNED,AND APPROVED this day of , 2011,by the following vote: AYES: NAYS: ABSENT: ABSTAIN: Chairperson ATTEST: Secretary APPROVED AS TO FORM: Agency Counsel 4 f EXHIBIT "A" QUITCLAIM DEED sof; o* * kAzus, 1 JOINT CITY/AGENCY AGENDA ITEM TO: MAYOR/CHAIRPERSON AND COUNCILMEMBERS/ AGENCY BOARD FROM:O ALAN KREIMEIER, DIRECTOR OF ADMINISTRATIVE SERVICES/CFO VIA: F.M. DELACH, CITY MANAGER/EXECUTIVE DIRECTOR/b, DATE: MARCH 7, 2011 SUBJECT: JOINT PUBLIC HEARING - TO CONSIDER RESOLUTIONS GOVERNING THE TRANSFERRING FROM THE AGENCY TO THE CITY CERTAIN REAL PROPERTY KNOWN AS THE DALTON PROPERTY FOR PUBLIC PURPOSES. RECOMMENDATION That the Agency Board and City Council approve the attached resolutions calling for the transfer of Agency property to the City for Public Purposes, which include, but are not limited to the construction of a new Library. BACKGROUND Over the years the City has acquired property at the corner of Dalton Avenue and Foothill Boulevard for the purpose of constructing a new Library. Some time ago, this property was quitclaimed to the Agency in furtherance of its purposes. Subsequently, the Agency acquired additional property at this location using agency funds. At this time, the City desires to set aside this location for the construction of a new Library and desires the Agency to transfer the original parcels back to the City in addition to those the Agency purchased. Pursuant to California Redevelopment Law (CRL), Health and Safety Code Section 33000 et. Seq,the Agency is allowed to use the Agency's property tax increment funds to pay all or part of the value of land for public improvements. Prior to expending these funds the CRL requires the City to hold a public hearing and consent to this proposed used of funds. Additionally, the CRL allows for the disposal of real property by the Agency without public bidding following a public hearing. The City and Agency noticed the public hearing for the transfer of certain real property on March 21 and March 28 in the San Gabriel Valley Tribune to the City for these future Public Improvements. 45636.06001\5865525 1 Following the public hearing the City and Agency must make certain findings set forth in CRL Section 33445 with respect to the Agency's use of property tax increment funds to pay all or a part of the value of the land for the Public Improvements. The City and Agency must find: (a) That the acquisition of land or the installation or construction of the buildings, facilities, structures, or other improvements that are publicly owned are of benefit to the project area by helping to eliminate blight within the project area or providing housing for low- or moderate-income persons. (b) That no other reasonable means of financing the acquisition of the land or installation or construction of the buildings, facilities, structures, or other improvements that are publicly owned, are available to the community. (c) That the payment of funds for the acquisition of land or the cost of buildings, facilities, structures, or other improvements that are publicly owned is consistent with the implementation plan adopted pursuant to Section 33490. In this case, the Agency and City may make these findings based upon the following information: 1. In this case the Agency's financing will be of benefit to the Project Area because the transfer and acquisition of the land for the Public Improvements will: (1) improve the quality of life in the Project Areas and is in the best interest of the City and the health, safety, morals and welfare of its residents, businesses, tenants, and property owners; (2) provide needed public improvements, stimulate economic development and minimize depreciated or stagnant property values and high business vacancies, while improving aesthetics and visibility in the Project Areas; and (3) begin the process to revitalize a blighted area of the community. The financing will reduce depreciated or stagnant property values and abnormally high business vacancies by promoting private investment in the Project Areas. The financing will assist the City and Agency in providing needed public improvements and stimulating economic development. Financing of the Public Improvements will eliminate blight by making the Project Areas attractive to private investment, which subsequently will contribute to an appreciation of the value of both businesses and property within the Project Areas. 2. The City, who is the entity responsible for the proposed public improvements, has determined that there are no other reasonable means of financing the public improvements available to the City. The City cannot fully assume the cost of land for needed capital improvements within the City without the assistance of property tax increment funding, through the transfer of Property, from the Project Areas. Capital public improvements in other parts of the City would have to be deferred or eliminated in order to fund these certain Public Improvements. Additionally, in these uncertain economic times the City is unable to bond for or in other ways finance these vital City improvements. 3. The financing of the Public Improvements is consistent with the goals and objectives of the implementation plan adopted pursuant to Section 33490 in that the implementation plan contemplates the financing of public improvements that will stimulate private investment in the Project Areas and elimination of one or more blighting conditions within the Project Areas. 4. The Public Improvements are provided for in the Redevelopment Plans which authorize the installation, construction or reconstruction of streets, utilities and other public 45636.06001\5865525.1 improvements (including, but not limited to gutters, sidewalks, sewers and appurtenant work thereto) in areas which benefit the Project Areas. FISCAL IMPACT Transferring this property to the City would reduce overall acquisition and construction costs for a new Library which would serve the populace in the Project Area. Attachments: Resolutions List of properties proposed for quitclaim Map of properties for quitclaim 45636.06001\5865525.1 RESOLUTION NO. A RESOLUTION OF THE GOVERNING BOARD OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, CALIFORNIA, TRANSFERRING PROPERTY KNOWN AS THE DALTON PROPERTY [APN NUMBERS 8608-029-908, 8608-029- 909, 8608-029-910, 8608-029-904, 8608-029-906 AND 8608-029-907] - (SEE ATTACHED MAP) TO THE CITY OF AZUSA AND MAKING CERTAIN FINDINGS PURSUANT TO CALIFORNIA HEALTH AND SAFETY CODE SECTION 33445 IN CONNECTION WITH THE REDEVELOPMENT AGENCY'S TRANSFER OF LAND FOR FINANCING OF CERTAIN FUTURE PUBLIC IMPROVEMENTS WITHIN THE REDEVELOPMENT PROJECT AREA WHEREAS, pursuant to the California Community Redevelopment Law (Health and Safety Code Sections 33000, et seq.) ("CRL"), the City Council ("City Council") of the City of Azusa ("City") has approved and adopted a redevelopment plan ("Redevelopment Plan") for the Merged Central Business District Redevelopment Project Area("Project Area"); and WHEREAS, the Governing Board ("Board") of the Redevelopment Agency of the City of Azusa ("Agency") has adopted an implementation plan for the Redevelopment Plan ("Implementation Plan") and is engaged in activities necessary to execute and implement the Redevelopment Plan pursuant to the CRL; and WHEREAS, in furtherance of the Project Area and the immediate neighborhood in which the Project Area is located, the City and Agency plan to continue to provide programs and services to eliminate blight, including the provision of certain future public improvements, which improvements will be located within the boundaries of, and contiguous to, the Project Area. These projects range from parking, open space, and public library, among other things ("Public Improvements"). The City and Agency cannot fully assume the costs of these needed Public Improvements without assistance of property tax increment funding. Specifically, the Agency proposes to transfer land purchased with redevelopment funds to assist in the finance of these programs and services; and WHEREAS, the acquisition of land for the Public Improvements will assist in the elimination of blight within the Project Areas by minimizing physical and economic conditions that cause blight such as depreciated or stagnant property values and abnormally high business vacancies by providing needed public improvements, stimulating economic development, providing open space and addressing the problems presented by inadequate public infrastructure; and WHEREAS, the completion of the Public Improvements is consistent with the goals and objectives of the Five Year Implementation Plan adopted pursuant to CRL Section 33490; and WHEREAS, with the City Council's consent, the Agency is authorized under CRL Section 33445 to use the Agency's property tax increment funds, which it receives pursuant to 1 CRL Section 33670, or any other available funds. to pay all or part of the value of land for the Public Improvements; and WHEREAS, pursuant to CRL Sections 33430 and 33431 the Agency may dispose of real property without public bidding by conducting a public hearing; and WHEREAS, pursuant to CRL Section 33431, the Agency noticed the public hearing for the transfer of certain real property (APN numbers 8608-029-908, 8608-029-909, 8608-029-910, 8608-029-904, 8608-029-906 AND 8608-029-907) (the "Property") on March 21 and March 28 in the [INSERT NAME OF PUBLICATION] to the City for these future Public Improvements; and WHEREAS,the City Council and Agency are required to make certain findings set forth in CRL Section 33445 with respect to the Agency's use of property tax increment funds to pay all or a part of the value of the land for the Public Improvements; and WHEREAS, pursuant to provisions of CRL Section 33445, the City Council and the Agency's Governing Board held a meeting regarding the Public Improvements, and the City Council made the required findings pursuant to CRL Section 33445; and WHEREAS, the City is the lead agency pursuant to the California Environmental Quality Act (codified as Public Resources Code Sections 21000 et seq) ("CEQA") and the State CEQA Guidelines; and WHEREAS, staff has determined that the Agency's authorization and 33445 findings are exempt from CEQA, pursuant to State CEQA Guidelines Section 15061(b)(3), because it can be seen with certainty that the mere transfer of title to the Property from the Agency to the City will not have a significant effect on the environment; and WHEREAS, all other legal prerequisites to the adoption of this Resolution have occurred. NOW, THEREFORE, THE GOVERNING BOARD OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, CALIFORNIA, DOES RESOLVE AS FOLLOWS: Section 1. The recitals set forth above are true and correct and incorporated herein. Section 2. The Governing Board consents to the Agency's use of property tax increment funds, through the transfer of the Property,to pay all or a part of the value of the land for the Public Improvements and, therefore, finds and determines, based on the information made available in the staff report accompanying this Resolution, the oral presentation of Agency staff, and all other written and oral evidence presented to the Governing Board at or prior to the public hearing,that: a. That the Agency's financing of the Public Improvements is of benefit to the Project Areas because the transfer and acquisition of the land for the Public Improvements will: (1) improve the quality of life in the 2 Project Areas and is in the best interest of the City and the health, safety, morals and welfare of its residents, businesses, tenants, and property owners and (2) provide needed public improvements, stimulate economic development and minimize depreciated or stagnant property values and high business vacancies, while improving aesthetics and visibility in the Project Areas. b. That the City has determined that there are no other reasonable means of financing the Public Improvements available to the City. The City cannot fully assume the cost of land for needed capital improvements within the City without the assistance of property tax increment funding, through the transfer of Property, from the Project Areas. Capital public improvements in other parts of the City would have to be deferred or eliminated in order to fund these certain Public Improvements. c. That the financing of the Public Improvements will benefit the Project Areas by assisting in the elimination of one or more blighting conditions in the Project Areas. The financing will reduce depreciated or stagnant property values and abnormally high business vacancies by promoting private investment in the Project Areas. The financing will assist the City and Agency in providing needed public improvements and stimulating economic development. By updating and modernizing the City's infrastructure, the Project Area becomes more attractive to those investors who wish to relocate and/or establish businesses in areas that can physically support their enterprise. Financing of the Public Improvements will eliminate blight by making the Project Areas attractive to private investment, which subsequently will contribute to an appreciation of the value of both businesses and property within the Project Areas, and providing open space. d. The financing of the Public Improvements is consistent with the goals and objectives of the implementation plan adopted pursuant to Section 33490 in that the implementation plan contemplates the financing of public improvements that will stimulate private investment in the Project Areas and elimination of one or more blighting conditions within the Project Areas. e. The Public Improvements are provided for in the Redevelopment Plans which authorize the installation, construction or reconstruction of streets, utilities and other public improvements (including, but not limited to gutters, sidewalks, sewers and appurtenant work thereto) in areas which benefit the Project Areas. Section 3. A public hearing, duly noticed in accordance with applicable law, was held by the Agency on March 7, 2011 at which time the Agency received the staff report, public testimony, and any and all evidence in support of and objections to the proposed conveyance of the Property by the Agency to the City. After receiving and considering such evidence, the Board 3 hereby approves the transfer of the Property to the City by and pursuant to the terms and conditions set forth in the quitclaim deed attached hereto in substantially final form as Exhibit A. Section 4. The Executive Director of the Agency, or his or her designee, is authorized and directed to execute the quitclaim deed and such other documents and instruments as may be necessary to memorialize the obligations between the City and the Agency, in order to finalize the transfer of the Property to the City, and shall take all other actions necessary or convenient in the furtherance of the actions authorized by this Resolution. Section 5. The Agency has determined that the conveyance of the Property to the City is exempt from the requirements of the California Environmental Quality Act ("CEQA"), pursuant to State CEQA Guidelines Section pursuant to State CEQA Guidelines Section 15061(b)(3), because it can be seen with certainty that the mere transfer of title to the Property from the Agency to the City will not have a significant effect on the environment. Section 6. The Board hereby directs Agency staff, in concurrence with the City,to file a Notice of Exemption with the Clerk of Los Angeles County within five (5) calendar days following approval of this Resolution. Section 7. This Resolution shall take effect immediately upon its adoption. Section 8. The Chairperson shall sign this Resolution and the Agency Secretary shall attest and certify to the passage and adoption of this Resolution. ADOPTED, SIGNED,AND APPROVED this day of , 2011, by the following vote: AYES: NAYS: ABSENT: ABSTAIN: Chairperson ATTEST: Secretary APPROVED AS TO FORM: Agency Counsel 4 EXHIBIT"A" QUITCLAIM DEED 5 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: CITY OF AZUSA 213 East Foothill Boulevard Azusa, CA 91702-1295 APN[INSERT NUMBER] Exempt from Recording Fees per Govt.Code §27383 Exempt from Documentary Transfer Tax per Calif.Rev.&Tax.Code§11922 QUITCLAIM DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, a public body, corporate and politic ("Grantor") hereby remises, releases, assigns and forever quitclaims to THE CITY OF AZUSA, a municipal corporation all of Grantor's rights, title and interest in and to that certain real property situated in the City of Azusa,County of San Bernardino,State of California,more fully described in EXHIBIT A attached hereto and incorporated herein by reference("Property"). Dated: REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, a public body, corporate and politic By: Francis M. Delach Executive Director NOTARY ACKNOWLEDGMENT (California All-Purpose Acknowledgment) STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES ) On ,2011 before me, ,notary public, personally appeared ,personally known to me(or proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s)is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by his/her/their signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public ATTACHED TO: QUITCLAIM DEED [APN INSERT NUMBER] EXHIBIT A TO QUITCLAIM DEED INSERT LEGAL DESCRIPTION [APN INSERT NUMBER] THE CITY OF AZUSA CERTIFICATE OF ACCEPTANCE OF QUITCLAIM DEED This Certificate of Acceptance pertains to the interest in real property conveyed by the Quitclaim Deed dated to which this Certificate of Acceptance is attached, from: REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, a public body, corporate and politic to: THE CITY OF AZUSA, a municipal corporation ("Grantee") Said Quitclaim Deed is hereby accepted by the undersigned officer on behalf of Grantee pursuant to authority conferred by the Grantee's governing board, and Grantee hereby consents to recordation of such Grant Deed. Dated: CITY OF AZUSA, a municipal corporation By: Francis M. Delach Its: City Manager ATTEST: City Clerk Downtown North (Dalton Properties) APN: 8608-029-908 APN: 8608-029-909 APN: 8608-029-907 APN: e 8608-029-906 APN: 8608-029-904 APN: 8608-029-910 ---- . ._ . , r- i—.1 r 4:016..... - L L t ii I. l -ri., ... _.:._, _ ... : .._ er . ii. - _ , =.:MI•I II_ , , ; • .LAL, '-- - - ,-. •... lit - --.: .--..11 iAv, -..t ,.,,. . NW --,------, 1: P: i: . - , ' I -'-, • ' ,_ _ i..- _ - [ . P f.; 1 7'-_, - .- ' '-'-'- _ k 0 40,, , 1 ' 1 i _ -4. --1,7 _____:,---,-- ' ' ' 'f. :4. - .-,. • —.'"11 --1 ,- — I ,-;.$ .1 ,,, y rit _ . ... ,-'1 • . _ . 4 1 4-, \. U11333333' ' ' '71 ';v"11,41seviii • = forvi: '• L , -; , ,r- `L- 4 )-.. 1 !. !I M ' j L isrli - aro -p -0 ir - • l - - . ' •• --- tot I • , - ‘ r .- '-'-- - . . • : .. _. ,4 * , .. - a) ...., -, - . , `..- __ -1$ > ' ' ---- .. ',--.1-10'4""ii,I -7'"-. : - .. -.-_,-- , -- ' --- .!'e.1 ...... .... ' < . t 1-.- ' 8608-02/1_,----• r404 i C t - sAL., iv...,,.. , - 0 -.------- -------- .._,;:*'*.4-y•,40, ,- - 13 C13 — , 8608029 , j - 4301k= i - - - - , ' - -, - • , .,.. CO -, I w , . v .- ri. 8608-029-9071 '- ,,., - ..1. - ___ . .,. ...A , . V.4.r:,..„ _....... 1. . ., , P 8608-029-906 . - -• .3-,---11111111 i •I • ,v_• - • •M•1111,T,'---111111.111110 g : • %.3 008-029-904,i. r„... .,•,,,,,,,,,,,_:1.,..,t,.•,..,.,-v-Ite-..,,--:-.- 4,---'t..07-iet„.4..7-, . if -.. • .. ''.:_,1 ' fo,okY - ..-Itgil • - r Arill-- . i ._ - J_ . DI .. ;', D;' .")r--_)--...)'.1 ( : -- '-4. i ' I.- r LLEL .6 'I I -7--.• - -.---'---=' --,n I .111 - I ' '40....erHa. ' . . i : :7_—... ,T :-.Li t .., .;,..,.• ,..., ..-.*. - . , ---,_ _ i . vi i ill , - / Foothill Blvd-- -----,..i' ...:.--- .4............____ .0........_______ 25 M-, .._• _ - -'' - '', i-4-,;1-1.,5r- ---' ,' " -,/' ''-F,-...3 '. A- ___•2'4,'--- ,,,,, -,,,-,716- ''' -. ,-. - {, , -.-?••• '- r -,- . , , ' di" . , i ' ,1,, ,-,,-.,--,t, - • If ,--,..-. - . --,I - - r ' i 1 . 1 inch = 100 feet J.frxrfr .---- or 4,' City of Azusa ........\ Azus„ Downtown North - Foothill/Dalton N GIS ......... Path:CAArcGIS_Misc Projects_3_9.2\Kurt C\DtwnNorthFoothillDalton.mxd Date.3/2/2011 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA, CALIFORNIA, ACCEPTING THE DALTON PROPERTY [APN NUMBERS 8608-029-908, 8608-029-909, 8608-029-910, 8608- 029-904, 8608-029-906 AND 8608-029-907] (SEE ATTACHED MAP) FROM THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA AND MAKING CERTAIN FINDINGS PURSUANT TO CALIFORNIA HEALTH AND SAFETY CODE SECTION 33445 IN CONNECTION WITH THE REDEVELOPMENT AGENCY'S TRANSFER OF LAND FOR FINANCING OF CERTAIN FUTURE PUBLIC IMPROVEMENTS WITHIN THE REDEVELOPMENT PROJECT AREA WHEREAS, pursuant to the California Community Redevelopment Law (Health and Safety Code Sections 33000, et seq.) ("CRL"), the City Council ("City Council") of the City of Azusa ("City") has approved and adopted a redevelopment plan ("Redevelopment Plan") for the Merged Central Business District Redevelopment Project Area("Project Area"); and WHEREAS, the Governing Board ("Board") of the Redevelopment Agency of the City of Azusa ("Agency") has adopted an implementation plan for the Redevelopment Plan ("Implementation Plan") and is engaged in activities necessary to execute and implement the Redevelopment Plan pursuant to the CRL; and WHEREAS, in furtherance of the Project Area and the immediate neighborhood in which the Project Area is located, the City and Agency plan to continue to provide programs and services to eliminate blight, including the provision of certain future public improvements,which improvements will be located within the boundaries of, and contiguous to, the Project Area. These projects range from parking, open space, and public library, among other things ("Public Improvements"). The City and Agency cannot fully assume the costs of these needed Public Improvements without assistance of property tax increment funding. Specifically, the Agency proposes to transfer land purchased with redevelopment funds to assist in the finance of these programs and services; and WHEREAS, the acquisition of land for the Public Improvements will assist in the elimination of blight within the Project Areas by minimizing physical and economic conditions that cause blight such as depreciated or stagnant property values and abnormally high business vacancies by providing needed public improvements, stimulating economic development, providing open space and addressing the problems presented by inadequate public infrastructure; and WHEREAS, the completion of the Public Improvements is consistent with the goals and objectives of the Five Year Implementation Plan adopted pursuant to CRL Section 33490; and WHEREAS, with the City Council's consent, the Agency is authorized under CRL Section 33445 to use the Agency's property tax increment funds, which it receives pursuant to 1 CRL Section 33670, or any other available funds, to pay all or part of the value of land for the Public Improvements; and WHEREAS,pursuant to CRL Sections 33430 and 33431 the Agency may dispose of real property without public bidding by conducting a public hearing; and WHEREAS, pursuant to CRL Section 33431, the Agency noticed the public hearing for the transfer of certain real property (APN 8608-029-908, 8608-029-909, 8608-029-910, 8608- 029-904, 8608-029-906 AND 8608-029-907) (the "Property") on March 21 and March 28 in the [INSERT NAME OF PUBLICATION] to the City for these future Public Improvements; and WHEREAS,the City Council and Agency are required to make certain findings set forth in CRL Section 33445 with respect to the Agency's use of property tax increment funds to pay all or a part of the value of the land for the Public Improvements; and WHEREAS, pursuant to provisions of CRL Section 33445, the City Council and the Agency's Governing Board held a meeting regarding the Public Improvements, and the City Council made the required findings pursuant to CRL Section 33445; and WHEREAS, the City is the lead agency pursuant to the California Environmental Quality Act (codified as Public Resources Code Sections 21000 et seq) ("CEQA") and the State CEQA Guidelines; and WHEREAS, staff has determined that the Agency's authorization and 33445 findings are exempt from CEQA, pursuant to State CEQA Guidelines Section 15061(b)(3), because it can be seen with certainty that the mere transfer of title to the Property from the Agency to the City will not have a significant effect on the environment; and WHEREAS, all other legal prerequisites to the adoption of this Resolution have occurred. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AZUSA, CALIFORNIA, DOES RESOLVE AS FOLLOWS: Section 1. The recitals set forth above are true and correct and incorporated herein. • Section 2. The City Council consents to the Agency's use of property tax increment funds, through the transfer of the Property, to pay all or a part of the value of the land for the Public Improvements and, therefore, finds and determines, based on the information made available in the staff report accompanying this Resolution, the oral presentation of Agency staff, and all other written and oral evidence presented to the City Council at or prior to the public hearing, that: a. That the Agency's financing of the Public Improvements is of benefit to the Project Areas because the transfer and acquisition of the land for the Public Improvements will: (1) improve the quality of life in the 2 Project Areas and is in the best interest of the City and the health, safety, morals and welfare of its residents, businesses, tenants, and property owners and (2) provide needed public improvements, stimulate economic development and minimize depreciated or stagnant property values and high business vacancies, while improving aesthetics and visibility in the Project Areas. b. That the City has determined that there are no other reasonable means of financing the Public Improvements available to the City. The City cannot fully assume the cost of land for needed capital improvements within the City without the assistance of property tax increment funding, through the transfer of Property, from the Project Areas. Capital public improvements in other parts of the City would have to be deferred or eliminated in order to fund these certain Public Improvements. c. That the financing of the Public Improvements will benefit the Project Areas by assisting in the elimination of one or more blighting conditions in the Project Areas. The financing will reduce depreciated or stagnant property values and abnormally high business vacancies by promoting private investment in the Project Areas. The financing will assist the City and Agency in providing needed public improvements and stimulating economic development. By updating and modernizing the City's infrastructure, the Project Area becomes more attractive to those investors who wish to relocate and/or establish businesses in areas that can physically support their enterprise. Financing of the Public Improvements will eliminate blight by making the Project Areas attractive to private investment, which subsequently will contribute to an appreciation of the value of both businesses and property within the Project Areas, and providing open space. d. The financing of the Public Improvements is consistent with the goals and objectives of the implementation plan adopted pursuant to Section 33490 in that the implementation plan contemplates the financing of public improvements that will stimulate private investment in the Project Areas and elimination of one or more blighting conditions within the Project Areas. e. The Public Improvements are provided for in the Redevelopment Plans which authorize the installation, construction or reconstruction of streets, utilities and other public improvements (including, but not limited to gutters, sidewalks, sewers and appurtenant work thereto) in areas which benefit the Project Areas. Section 3. The Council hereby accepts the transfer of the Property from the Agency by and pursuant to the terms and conditions set forth in the quitclaim deed attached hereto in substantially final form as Exhibit A. 3 Section 4. The City Manager, or his or her designee, is authorized and directed to execute the quitclaim deed and such other documents and instruments as may be necessary to memorialize the obligations between the City and the Agency, in order to finalize the transfer of the Property to the City, and shall take all other actions necessary or convenient in the furtherance of the actions authorized by this Resolution. Section 5. The City Council has determined that the conveyance of the Property to the City is exempt from the requirements of the California Environmental Quality Act ("CEQA"), pursuant to State CEQA Guidelines Section 15061(b)(3), because it can be seen with certainty that the mere transfer of title to the Property from the Agency to the City will not have a significant effect on the environment Section 6. The City Council hereby directs City staff, in concurrence with the Agency, to file a Notice of Exemption with the Clerk of Los Angeles County within five (5) calendar days following approval of this Resolution. Section 7. This Resolution shall take effect immediately upon its adoption. Section 8. The Mayor shall sign this Resolution and the City Clerk shall attest and certify to the passage and adoption of this Resolution. ADOPTED, SIGNED,AND APPROVED this day'of , 2011, by the following vote: AYES: NAYS: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk APPROVED AS TO FORM: City Attorney • 4 EXHIBIT "A" QUITCLAIM DEED 5 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: CITY OF AZUSA 213 East Foothill Boulevard Azusa, CA 91702-1295 APN [INSERT NUMBER] Exempt from Recording Fees per Govt. Code §27383 Exempt from Documentary Transfer Tax per Calif.Rev.&Tax. Code§11922 QUITCLAIM DEED FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, a public body, corporate and politic ("Grantor") hereby remises, releases, assigns and forever quitclaims to THE CITY OF AZUSA, a municipal corporation all of Grantor's rights, title and interest in and to that certain real property situated in the City of Azusa, County of San Bernardino, State of California,more fully described in EXHIBIT A attached hereto and incorporated herein by reference ("Property"). Dated: REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, a public body, corporate and politic By: Francis M. Delach Executive Director NOTARY ACKNOWLEDGMENT (California All-Purpose Acknowledgment) STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES ) On ,2011 before me, ,notary public, personally appeared ,personally known to me(or proved to me on the basis of satisfactory evidence)to be the person(s)whose name(s)is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by his/her/their signature(s)on the instrument the person(s),or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public ATTACHED TO: QUITCLAIM DEED [APN INSERT NUMBER] EXHIBIT A TO QUITCLAIM DEED INSERT LEGAL DESCRIPTION [APN INSERT NUMBER] THE CITY OF AZUSA CERTIFICATE OF ACCEPTANCE OF QUITCLAIM DEED This Certificate of Acceptance pertains to the interest in real property conveyed by the Quitclaim Deed dated to which this Certificate of Acceptance is attached, from: REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, a public body, corporate and politic to: THE CITY OF AZUSA, a municipal corporation ("Grantee") Said Quitclaim Deed is hereby accepted by the undersigned officer on behalf of Grantee pursuant to authority conferred by the Grantee's governing board, and Grantee hereby consents to recordation of such Grant Deed. Dated: CITY OF AZUSA, a municipal corporation By: Francis M. Delach Its: City Manager ATTEST: City Clerk Downtown North (Dalton Properties) APN: 8608-029-908 APN: 8608-029-909 APN: 8608-029-907 APN: 8608-029-906 APN: 8608-029-904 APN: 8608-029-910 - :,-, - --• -_-- pfp.q--- :--- 4•,1W.,' ,, .,. - • , • , , r 1 l''' 8th St Oil 0 ‘ i , i , , - I, • . _ 4K-'. Sy` � -Irr r pij� 1.A: `mss] 1- .*; V-1 h4 5-, .. a y t 1[.. :;-.':- ; . ' J:;.:4q1--'-:::‘":-.7'n ...4-**-:75.7'''Li?';::1-.1 '''' '''' 111. -- # -----..-L „I, . - ''j J J rl., '),` r � 1 L Pint tyhi I _ - ^.,f _' RS a = ---,?,,..,r4c,T..7- .....,• ..\,1 _ ,,,.. . . . 0 — Alb- lirif : • tea, i• a .. .�.;�a<f' ='ic`=-'" 7..62 -' a .. .,„_. ,:a*..,.+cw.s..w. - 4 1 } I .1 Mill $�"9r k1 j - JJJJ�J)rrrl.,.) � & '' .-.L,--,-. L L r _`- ea E 1 N t! 1*► t® a-i r e a s. r :._ J F. ++ _..... *4.--;'''';4- ' ' ' .1",gr.:4,,,;:, -'--,:'/..,3,:::,7:= - - _iLeA fit." - -Ali,-..!.:, ..".::':..t.t, ‘-) , -., . 1 inch = 100 feet L raA° ,;;f ..-.\ � City of Azusa "l` Downtown North - Foothill/Dalton N GIS Path:C:\ArcGIS_Misc Projects_3_9.2\Kurt C\DtwnNorthFoothillDalton.mxd Date: 3/2/2011 .i.`-.Z>a. , ti ...K ,� r -i ..: . o '` ^,•-5 �v5- .... 4.' s ` c., •,v tit .i rTh 4 a, +`'ova swaArm .`�., 1154 JOINT CITY/AGENCY AGENDA ITEM TO: MAYOR/CHAIRPERSON AND COUNCILMEMBERS/ AGENCY BOARDAit FROM: ALAN KREIMEIER, DIRECTOR OF ADMINISTRATIVE SERVICES/CFO VIA: F.M. DELACH, CITY MANAGER/EXECUTIVE DIRECTOR/4110 DATE: MARCH 7,2011 SUBJECT: JOINT PUBLIC HEARING - TO CONSIDER RESOLUTIONS GOVERNING THE TRANSFERRING FROM THE AGENCY TO THE CITY CERTAIN REAL PROPERTY KNOWN AS THE DALTON PROPERTY FOR PUBLIC PURPOSES. RECOMMENDATION That the Agency Board and City Council approve the attached resolutions calling for the transfer of Agency property to the City for Public Purposes, which include, but are not limited to the construction of a new Library. BACKGROUND Over the years the City has acquired property at the corner of Dalton Avenue and Foothill Boulevard for the purpose of constructing a new Library. Some time ago, this property was quitclaimed to the Agency in furtherance of its purposes. Subsequently, the Agency acquired additional property at this location using agency funds. At this time, the City desires to set aside this location for the construction of a new Library and desires the Agency to transfer the original parcels back to the City in addition to those the Agency purchased. Pursuant to California Redevelopment Law (CRL), Health and Safety Code Section 33000 et. Seq,the Agency is allowed to use the Agency's property tax increment funds to pay all or part of the value of land for public improvements. Prior to expending these funds the CRL requires the City to hold a public hearing and consent to this proposed used of funds. Additionally, the CRL allows for the disposal of real property by the Agency without public bidding following a public hearing. The City and Agency noticed the public hearing for the transfer of certain real property on March 21 and March 28 in the San Gabriel Valley Tribune to the City for these future Public Improvements. 45636.0600 1\5865525.1 Following the public hearing the City and Agency must make certain findings set forth in CRL Section 33445 with respect to the Agency's use of property tax increment funds to pay all or a part of the value of the land for the Public Improvements. The City and Agency must find: (a) That the acquisition of land or the installation or construction of the buildings, facilities, structures, or other improvements that are publicly owned are of benefit to the project area by helping to eliminate blight within the project area or providing housing for low- or moderate-income persons. (b) That no other reasonable means of financing the acquisition of the land or installation or construction of the buildings, facilities, structures, or other improvements that are publicly owned, are available to the community. (c) That the payment of funds for the acquisition of land or the cost of buildings, facilities, structures, or other improvements that are publicly owned is consistent with the implementation plan adopted pursuant to Section 33490. In this case, the Agency and City may make these findings based upon the following information: 1. In this case the Agency's financing will be of benefit to the Project Area because the transfer and acquisition of the land for the Public Improvements will: (1) improve the quality of life in the Project Areas and is in the best interest of the City and the health, safety, morals and welfare of its residents, businesses, tenants, and property owners; (2) provide needed public improvements, stimulate economic development and minimize depreciated or stagnant property values and high business vacancies, while improving aesthetics and visibility in the Project Areas; and (3) begin the process to revitalize a blighted area of the community. The financing will reduce depreciated or stagnant property values and abnormally high business vacancies by promoting private investment in the Project Areas. The financing will assist the City and Agency in providing needed public improvements and stimulating economic development. Financing of the Public Improvements will eliminate blight by making the Project Areas attractive to private investment, which subsequently will contribute to an appreciation of the value of both businesses and property within the Project Areas. 2. The City, who is the entity responsible for the proposed public improvements, has determined that there are no other reasonable means of financing the public improvements available to the City. The City cannot fully assume the cost of land for needed capital improvements within the City without the assistance of property tax increment funding, through the transfer of Property, from the Project Areas, Capital public improvements in other parts of the City would have to be deferred or eliminated in order to fund these certain Public Improvements. Additionally, in these uncertain economic times the City is unable to bond for or in other ways finance these vital City improvements. 3. The financing of the Public Improvements is consistent with the goals and objectives of the implementation plan adopted pursuant to Section 33490 in that the implementation plan contemplates the financing of public improvements that will stimulate private investment in the Project Areas and elimination of one or more blighting conditions within the Project Areas. 4. The Public Improvements are provided for in the Redevelopment Plans which authorize the installation, construction or reconstruction of streets, utilities and other public 45636.06001\5865525.1 improvements (including, but not limited to gutters, sidewalks, sewers and appurtenant work thereto) in areas which benefit the Project Areas. FISCAL IMPACT Transferring this property to the City would reduce overall acquisition and construction costs for a new Library which would serve the populace in the Project Area. Attachments: Resolutions List of properties proposed for quitclaim Map of properties for quitclaim 45636.0600115865525.1 C - 2 RESOLUTION NO. A RESOLUTION OF THE GOVERNING BOARD OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, CALIFORNIA, TRANSFERRING PROPERTY KNOWN AS THE DALTON PROPERTY [APN NUMBERS 8608-029-908, 8608-029- 909, 8608-029-910, 8608-029-904, 8608-029-906 AND 8608-029-9071 (SEE ATTACHED MAP) TO THE CITY OF AZUSA AND MAKING CERTAIN FINDINGS PURSUANT TO CALIFORNIA HEALTH AND SAFETY CODE SECTION 33445 IN CONNECTION WITH THE REDEVELOPMENT AGENCY'S TRANSFER OF LAND FOR FINANCING OF CERTAIN FUTURE PUBLIC IMPROVEMENTS WITHIN THE REDEVELOPMENT PROJECT AREA WHEREAS, pursuant to the California Community Redevelopment Law (Health and Safety Code Sections 33000, et seq.) ("CRL"), the City Council ("City Council") of the City of Azusa ("City") has approved and adopted a redevelopment plan ("Redevelopment Plan") for the Merged Central Business District Redevelopment Project Area("Project Area"); and WHEREAS, the Governing Board ("Board") of the Redevelopment Agency of the City of Azusa ("Agency") has adopted an implementation plan for the Redevelopment Plan ("Implementation Plan") and is engaged in activities necessary to execute and implement the Redevelopment Plan pursuant to the CRL; and WHEREAS, in furtherance of the Project Area and the immediate neighborhood in which the Project Area is located, the City and Agency plan to continue to provide programs and services to eliminate blight, including the provision of certain future public improvements, which improvements will be located within the boundaries of, and contiguous to, the Project Area. These projects range from parking, open space, and public library, among other things ("Public Improvements"). The City and Agency cannot fully assume the costs of these needed Public Improvements without assistance of property tax increment funding. Specifically, the Agency proposes to transfer land purchased with redevelopment funds to assist in the finance of these programs and services; and WHEREAS, the acquisition of land for the Public Improvements will assist in the elimination of blight within the Project Areas by minimizing physical and economic conditions that cause blight such as depreciated or stagnant property values and abnormally high business vacancies by providing needed public improvements, stimulating economic development, providing open space and addressing the problems presented by inadequate public infrastructure; and WHEREAS, the completion of the Public Improvements is consistent with the goals and objectives of the Five Year Implementation Plan adopted pursuant to CRL Section 33490; and WHEREAS, with the City Council's consent, the Agency is authorized under CRL Section 33445 to use the Agency's property tax increment funds, which it receives pursuant to 1 CRL Section 33670, or any other available funds, to pay all or part of the value of land for the Public Improvements; and WHEREAS,pursuant to CRL Sections 33430 and 33431 the Agency may dispose of real property without public bidding by conducting a public hearing; and WHEREAS, pursuant to CRL Section 33431, the Agency noticed the public hearing for the transfer of certain real property (APN numbers 8608-029-908, 8608-029-909, 8608-029-910, 8608-029-904, 8608-029-906 AND 8608-029-907) (the "Property") on February 21 and February 28 in the San Gabriel Valley Tribune to the City for these future Public Improvements; and WHEREAS,the City Council and Agency are required to make certain findings set forth in CRL Section 33445 with respect to the Agency's use of property tax increment funds to pay all or a part of the value of the land for the Public Improvements; and WHEREAS, pursuant to provisions of CRL Section 33445, the City Council and the Agency's Governing Board held a meeting regarding the Public Improvements, and the City Council made the required findings pursuant to CRL Section 33445; and WHEREAS, the City is the lead agency pursuant to the California Environmental Quality Act (codified as Public Resources Code Sections 21000 et seq) ("CEQA") and the State CEQA Guidelines; and WHEREAS, staff has determined that the Agency's authorization and 33445 findings are exempt from CEQA, pursuant to State CEQA Guidelines Section 15061(b)(3), because it can be seen with certainty that the mere transfer of title to the Property from the Agency to the City will not have a significant effect on the environment; and WHEREAS, all other legal prerequisites to the adoption of this Resolution have occurred. NOW, THEREFORE, THE GOVERNING BOARD OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, CALIFORNIA, DOES RESOLVE AS FOLLOWS: Section 1. The recitals set forth above are true and correct and incorporated herein. Section 2. The Governing Board consents to the Agency's use of property tax increment funds, through the transfer of the Property, to pay all or a part of the value of the land for the Public Improvements and, therefore, finds and determines, based on the information made available in the staff report accompanying this Resolution, the oral presentation of Agency staff, and all other written and oral evidence presented to the Governing Board at or prior to the public hearing,that: a. That the Agency's financing of the Public Improvements is of benefit to the Project Areas because the transfer and acquisition of the land for the Public Improvements will: (1) improve the quality of life in the 2 Project Areas and is in the best interest of the City and the health, safety, morals and welfare of its residents, businesses, tenants, and property owners and (2) provide needed public improvements, stimulate economic development and minimize depreciated or stagnant property values and high business vacancies, while improving aesthetics and visibility in the Project Areas. b. That the City has determined that there are no other reasonable means of financing the Public Improvements available to the City. The City cannot fully assume the cost of land for needed capital improvements within the City without the assistance of property tax increment funding, through the transfer of Property, from the Project Areas. Capital public improvements in other parts of the City would have to be deferred or eliminated in order to fund these certain Public Improvements. c. That the financing of the Public Improvements will benefit the Project Areas by assisting in the elimination of one or more blighting conditions in the Project Areas. The financing will reduce depreciated or stagnant property values and abnormally high business vacancies by promoting private investment in the Project Areas. The financing will assist the City and Agency in providing needed public improvements and stimulating economic development. By updating and modernizing the City's infrastructure, the Project Area becomes more attractive to those investors who wish to relocate and/or establish businesses in areas that can physically support their enterprise. Financing of the Public Improvements will eliminate blight by making the Project Areas attractive to private investment, which subsequently will contribute to an appreciation of the value of both businesses and property within the Project Areas, and providing open space. d. The financing of the Public Improvements is consistent with the goals and objectives of the implementation plan adopted pursuant to Section 33490 in that the implementation plan contemplates the financing of public improvements that will stimulate private investment in the Project Areas and elimination of one or more blighting conditions within the Project Areas. e. The Public Improvements are provided for in the Redevelopment Plans which authorize the installation, construction or reconstruction of streets, utilities and other public improvements (including, but not limited to gutters, sidewalks, sewers and appurtenant work thereto) in areas which benefit the Project Areas. Section 3. A public hearing, duly noticed in accordance with applicable law, was held by the Agency on March 7, 2011 at which time the Agency received the staff report, public testimony, and any and all evidence in support of and objections to the proposed conveyance of the Property by the Agency to the City. After receiving and considering such evidence, the Board 3 hereby approves the transfer of the Property to the City by and pursuant to the terms and conditions set forth in the quitclaim deed attached hereto in substantially final form as Exhibit A. Section 4. The Executive Director of the Agency, or his or her designee, is authorized and directed to execute the quitclaim deed and such other documents and instruments as may be necessary to memorialize the obligations between the City and the Agency, in order to finalize the transfer of the Property to the City, and shall take all other actions necessary or convenient in the furtherance of the actions authorized by this Resolution. Section 5. The Agency has determined that the conveyance of the Property to the City is exempt from the requirements of the California Environmental Quality Act ("CEQA"), pursuant to State CEQA Guidelines Section pursuant to State CEQA Guidelines Section 15061(b)(3), because it can be seen with certainty that the mere transfer of title to the Property from the Agency to the City will not have a significant effect on the environment. Section 6. The Board hereby directs Agency staff, in concurrence with the City,to file a Notice of Exemption with the Clerk of Los Angeles County within five (5) calendar days following approval of this Resolution. Section 7. This Resolution shall take effect immediately upon its adoption. Section 8. The Chairperson shall sign this Resolution and the Agency Secretary shall attest and certify to the passage and adoption of this Resolution. ADOPTED, SIGNED,AND APPROVED this day of , 2011, by the following vote: AYES: NAYS: ABSENT: ABSTAIN: Chairperson ATTEST: Secretary APPROVED AS TO FORM: Agency Counsel 4 EXHIBIT"A" QUITCLAIM DEED 5 Z RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA, CALIFORNIA, ACCEPTING THE DALTON PROPERTY [APN NUMBERS 8608-029-908, 8608-029-909, 8608-029-910, 8608- , 029-904, 8608-029-906 AND 8608-029-907] (SEE ATTACHED MAP) FROM THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA AND MAKING CERTAIN FINDINGS PURSUANT TO CALIFORNIA HEALTH AND SAFETY CODE SECTION 33445 IN CONNECTION WITH THE REDEVELOPMENT AGENCY'S TRANSFER OF LAND FOR FINANCING OF CERTAIN FUTURE PUBLIC IMPROVEMENTS WITHIN THE REDEVELOPMENT PROJECT AREA WHEREAS, pursuant to the California Community Redevelopment Law (Health and Safety Code Sections 33000, et seq.) ("CRL"), the City Council ("City Council") of the City of Azusa ("City") has approved and adopted a redevelopment plan ("Redevelopment Plan") for the Merged Central Business District Redevelopment Project Area("Project Area"); and WHEREAS, the Governing Board ("Board") of the Redevelopment Agency of the City of Azusa ("Agency") has adopted an implementation plan for the Redevelopment Plan ("Implementation Plan") and is engaged in activities necessary to execute and implement the Redevelopment Plan pursuant to the CRL; and WHEREAS, in furtherance of the Project Area and the immediate neighborhood in which the Project Area is located, the City and Agency plan to continue to provide programs and services to eliminate blight, including the provision of certain future public improvements, which improvements will be located within the boundaries of, and contiguous to, the Project Area. These projects range from parking, open space, and public library, among other things ("Public Improvements"). The City and Agency cannot fully assume the costs of these needed Public Improvements without assistance of property tax increment funding. Specifically, the Agency proposes to transfer land purchased with redevelopment funds to assist in the finance of these programs and services; and WHEREAS, the acquisition of land for the Public Improvements will assist in the elimination of blight within the Project Areas by minimizing physical and economic conditions that cause blight such as depreciated or stagnant property values and abnormally high business vacancies by providing needed public improvements, stimulating economic development, providing open space and addressing the problems presented by inadequate public infrastructure; and WHEREAS, the completion of the Public Improvements is consistent with the goals and objectives of the Five Year Implementation Plan adopted pursuant to CRL Section 33490; and WHEREAS, with the City Council's consent, the Agency is authorized under CRL Section 33445 to use the Agency's property tax increment funds, which it receives pursuant to 1 CRL Section 33670, or any other available funds, to pay all or part of the value of land for the Public Improvements; and WHEREAS,pursuant to CRL Sections 33430 and 33431 the Agency may dispose of real property without public bidding by conducting a public hearing; and WHEREAS, pursuant to CRL Section 33431, the Agency noticed the public hearing for the transfer of certain real property (APN 8608-029-908, 8608-029-909, 8608-029-910, 8608- 029-904, 8608-029-906 AND 8608-029-907) (the "Property") on February 21 and February 28 in the San Gabriel Valley Tribune to the City for these future Public Improvements; and WHEREAS,the City Council and Agency are required to make certain findings set forth in CRL Section 33445 with respect to the Agency's use of property tax increment funds to pay all or a part of the value of the land for the Public Improvements; and WHEREAS, pursuant to provisions of CRL Section 33445, the City Council and the Agency's Governing Board held a meeting regarding the Public Improvements, and the City Council made the required findings pursuant to CRL Section 33445; and WHEREAS, the City is the lead agency pursuant to the California Environmental Quality Act (codified as Public Resources Code Sections 21000 et seq) ("CEQA") and the State CEQA Guidelines; and WHEREAS, staff has determined that the Agency's authorization and 33445 findings are exempt from CEQA, pursuant to State CEQA Guidelines Section 15061(b)(3), because it can be seen with certainty that the mere transfer of title to the Property from the Agency to the City will not have a significant effect on the environment; and WHEREAS, all other legal prerequisites to the adoption of this Resolution have occurred. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AZUSA, CALIFORNIA,DOES RESOLVE AS FOLLOWS: Section 1. The recitals set forth above are true and correct and incorporated herein. Section 2. The City Council consents to the Agency's use of property tax increment funds,through the transfer of the Property, to pay all or a part of the value of the land for the Public Improvements and, therefore, finds and determines, based on the information made available in the staff report accompanying this Resolution, the oral presentation of Agency staff, and all other written and oral evidence presented to the City Council at or prior to the public hearing,that: a. That the Agency's financing of the Public Improvements is of benefit to the Project Areas because the transfer and acquisition of the land for the Public Improvements will: (1) improve the quality of life in the 2 Project Areas and is in the best interest of the City and the health, safety, morals and welfare of its residents, businesses, tenants, and property owners and (2) provide needed public improvements, stimulateeconomic development and minimize depreciated or stagnant property values and high business vacancies, while improving aesthetics and visibility in the Project Areas. b. That the City has determined that there are no other reasonable means of financing the Public Improvements available to the City. The City cannot fully assume the cost of land for needed capital improvements within the City without the assistance of property tax increment funding, through the transfer of Property, from the Project Areas. Capital public improvements in other parts of the City would have to be deferred or eliminated in order to fund these certain Public Improvements. c. That the financing of the Public Improvements will benefit the Project Areas by assisting in the elimination of one or more blighting conditions in the Project Areas. The financing will reduce depreciated or stagnant property values and abnormally high business vacancies by promoting private investment in the Project Areas. The financing will assist the City and Agency in providing needed public improvements and stimulating economic development. By updating and modernizing the City's infrastructure, the Project Area becomes more attractive to those investors who wish to relocate and/or establish businesses in areas that can physically support their enterprise. Financing of the Public Improvements will eliminate blight by making the Project Areas attractive to private investment, which subsequently will contribute to an appreciation of the value of both businesses and property within the Project Areas, and providing open space. d. The financing of the Public Improvements is consistent with the goals and objectives of the implementation plan adopted pursuant to Section 33490 in that the implementation plan contemplates the financing of public improvements that will stimulate private investment in the Project Areas and elimination of one or more blighting conditions within the Project Areas. e. The Public Improvements are provided for in the Redevelopment Plans which authorize the installation, construction or reconstruction of streets, utilities and other public improvements (including, but not limited to gutters, sidewalks, sewers and appurtenant work thereto) in areas which benefit the Project Areas. Section 3. The Council hereby accepts the transfer of the Property from the Agency by and pursuant to the terms and conditions set forth in the quitclaim deed attached hereto in substantially final form as Exhibit A. 3 Section 4. The City Manager, or his or her designee, is authorized and directed to execute the quitclaim deed and such other documents and instruments as may be necessary to memorialize the obligations between the City and the Agency, in order to finalize the transfer of the Property to the City, and shall take all other actions necessary or convenient in the furtherance of the actions authorized by this Resolution. Section 5. The City Council has determined that the conveyance of the Property to the City is exempt from the requirements of the California Environmental Quality Act ("CEQA"), pursuant to State CEQA Guidelines Section 15061(b)(3), because it can be seen with certainty that the mere transfer of title to the Property from the Agency to the City will not have a significant effect on the environment Section 6. The City Council hereby directs City staff, in concurrence with the Agency, to file a Notice of Exemption with the Clerk of Los Angeles County within five (5) calendar days following approval of this Resolution. Section 7. This Resolution shall take effect immediately upon its adoption. Section 8. The Mayor shall sign this Resolution and the City Clerk shall attest and certify to the passage and adoption of this Resolution. ADOPTED, SIGNED,AND APPROVED this day of , 2011, by the following vote: AYES: NAYS: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk APPROVED AS TO FORM: City Attorney 4 EXHIBIT "A" QUITCLAIM DEED 5 a 44. 03 � pFg2 _, pis 'tllIFOR 4.- -AZUSA. JOINT CITY/AGENCY AGENDA ITEM TO: MAYOR/ CHAIRPERSON AND COUNCILMEMBERS/ AGENCY BOARD FROM: ALAN KREIMEIER, DIRECTOR OF ADMINISTRATIVE SERVICES/ CFO VIA: F.M. DELACH, CITY MANAGER/EXECUTIVE DIRECTORAD DATE: MARCH 7,2011 SUBJECT: JOINT PUBLIC HEARING TO CONSIDER RESOLUTIONS GOVERNING THE TRANSFER FROM THE AGENCY TO THE CITY OF CERTAIN REAL PROPERTY TO REPAY OUTSTANDING INDEBTEDNESS RECOMMENDATION That the Agency Board approves the attached resolutions calling for the immediate repayment of outstanding indebtedness owed to the City by the Redevelopment Agency by transferring Agency owned property to the City. BACKGROUND At times over the last several years the City has advanced the Redevelopment Agency funds for the acquisition of real property for the furtherance of redevelopment purposes. Each time, the City has received a promissory note (see attached) from the Agency for the repayment of those funds. Each note has a clause specifying repayment of the loan in full to the City upon demand. With interest (and less a $7,000,000 repayment to the City in 2009) the current balance of these outstanding loans is $ 14,721,700. Additionally, in 2010 the Agency borrowed funds from the City to pay its SERAF obligation of $2,491,858 which was evidenced by a Promissory note. With accrued interest this debt has now grown to $2,641,369 In response to the uncertainty in the economy and the financial markets in recent times, the City has issued demands for immediate repayment. Recognizing that the Agency lacks sufficient operating capital to repay the funds requested at this time, staff recommends that the City be granted, via quitclaim deed, Agency owned property of equal value. Such properties have been identified and a listing is attached hereto. FISCAL IMPACT Repayment of City loans made to the Agency by quitclaiming real property of equal value to the City would reduce real property assets held by the Agency. The total cash amount of repayment requested is $ 17,363,069. This amount comprises the remaining principle outstanding and accrued interest on the original loans, as indicated in the attached Promissory Notes. Attachments: Resolutions Promissory Notes List of properties proposed for quitclaim Map of properties for quitclaim 9C\ RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF • AZUSA, CALIFORNIA, CALLING AN AGENCY LOAN AND REQUIRING IMMEDIATE REPAYMENT OF OUTSTANDING INDEBTEDNESS OWED TO THE CITY • WHEREAS, pursuant to the California Community Redevelopment Law (Health and Safety Code Sections 33000, et seq.) ("CRL"), the City Council ("City Council") of the City of Azusa ("City") has approved and adopted a redevelopment plan ("Redevelopment Plan") for the Merged Central Business District Redevelopment Project Area("Project Area"); and WHEREAS, the Governing Board ("Board") of the Redevelopment Agency of the City of Azusa ("Agency") has adopted an implementation plan for the Redevelopment Plan ("Implementation Plan") and is engaged in activities necessary to execute and implement the Redevelopment Plan pursuant to the CRL; and WHEREAS, on February 16, 2010 the City Council authorized a loan of$2,491,858 to the Agency, and the Agency accepted the loan from the Council, for the purpose of financing the SERAF payment required by the State of California; and; WHEREAS, as evidenced by the Promissory Note, The loan was for a term of one year from the time it was made after which City may call the City Loan at any time and require immediate repayment of the Agency indebtedness; and WHEREAS, the City desires to exercise this right and require immediate repayment in full of the Agency indebtedness. In lieu of payment in available funds, the City is willing to accept, via quitclaim deed,property of equal value; and NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AZUSA, CALIFORNIA, DOES RESOLVE AS FOLLOWS: Section 1. The recitals set forth above are true and correct and incorporated herein. Section 2. The Council hereby calls the City Loan and requires immediate repayment in full of the City Loan. Section 3. The City Manager, or his or her designee, is authorized and directed to execute such documents and instruments as may be necessary to memorialize the obligations between the City and the Agency, including the obligations required to finalize a transfer of property, and shall take all other actions necessary or convenient in the furtherance of the actions authorized by this Resolution. Section 4. The Council has determined that the requirement of repayment from the Agency to the City, and potential transfer of land, is exempt from the requirements of the California Environmental Quality Act ("CEQA"), 1 pursuant to State CEQA Guidelines Section 15061(b)(3), because it can be seen with certainty that the mere transfer of funds or title from the Agency to the City will not have a significant effect on the environment. Section 5. The Council hereby directs City staff to file a Notice of Exemption with the Clerk of Los Angeles County within five (5) calendar days following approval of this Resolution. Section 6. This Resolution shall take effect immediately upon its adoption. Section 7. The Mayor shall sign this Resolution and the City Clerk shall attest and certify to the passage and adoption of this Resolution. ADOPTED, SIGNED,AND APPROVED this day of , 2011, by the following vote: AYES: NAYS: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk APPROVED AS TO FORM: City Attorney 2 RESOLUTION NO. A RESOLUTION OF t'HE CITY COUNCIL OF THE CITY OF AZUSA AUTHORIZLNG LOANS FOR PURPOSES OF THE MERGED AND RANCH CENTER REDEVELOPMENT PROJECT AREAS WHEREAS,pursuant to California Community Redevelopment Law(Health and Safety Code Section 33000,et seq.) ("CRL"), the Redevelopment Agency of the City of Azusa ("Agency") is engaged in activities necessary to implement the redevelopment plans("Redevelopment Plans")for the Merged and Ranch Center Project Areas("Project Areas");and WHEREAS, the State legislature passed AB 26 4x, as amended by Senate Bill 68, as a budget balancing measure, which requires redevelopment agencies statewide to make payments totaling $1,700,000,000 to county Supplemental Educational Revenue Augmentation Funds("SERAF")during Fiscal Year 2009-10; and WHEREAS,by March 1,2010,the legislative body,City Council,has to report to the County Auditor how the Agency intends to fund the required SERAF payment for Fiscal Year 2009-10; and WHEREAS,because the Agency has insufficient funds to make the SERAF payment out of Agency funds,the City Council has determined the City will loan the funds to the Agency to make the 2009-10 SERAF payment; and WHEREAS,the City of Azusa is authorized,pursuant to Section 33620,et.seq.,of the Health and Safety Code of the State of California(California Redevelopment Law)to make loans to the A.gency for the purposes of defraying said expenses; and WHEREAS,the Parties now desire to enter into this Loan Agreement to memorialize the terms and conditions of the City loan to the Agency for the SERAF payment; NOW,THEREFORE,BE IT RESOLVED by the City Council of the City of Azusa that: Section 1. Pursuant to the provisions of said Section 33620,et.seq.,of the Health and Safety Code,the City Council hereby authorizes to the Redevelopment Agency of the City of Azusa the following loan for the Merged and Ranch Center Redevelopment Projects. Section 2. The Agency shall accept and administer any funds loaned to it pursuant to this request in accordance with the provisions of Section 33620, et. seq., of the Health and Safety Code. Section 3. Such loan shall be evidenced by a Loan Agreement between the City and the Agency containing the following terms, in addition to all usual and customary terms: LOAN INT. BORROW PLEDGED REVENUE AMOUNT PROJECT RATE TERM FROM SOURCES $2,491,858 FY 2009/10 SERAF 6.0% 1 Year,unless extended by City of Tax Increment, Other Payment: mutual consent of both Azusa Available Revenues Merged Project Area parties Portion: S2,450,602 Ranch Center Project Area Portion: $41,256 The loan listed herein is payable according to the terms of the Note. The Note is payable from accumulated tax increment funds in excess of those pledged for payment of Agency bonded indebtedness or superior debt,and/or from any other funds available to the Agency from which such payment may legally be made. The Note may be prepaid at any time without penalty. Section 4. The City Council of the City of Azusa is hereby authorized and directed to accept,on behalf of the Agency, the.Note to the City of Azusa in accordance with the provision of Section 3 hereof. Section 5. The City Clerk shall certify the adoption of this Resolution. PASSED AND ADOPTED this day of • ,2010. Mayor I HEREBY CERTIFY that the foregoing resolution was duly adopted by the City of Azusa at a regular meeting thereof, held on the day of 2010. AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: City Clerk REDEVELOPMENT AGENCY OF THE CITY OF AZUSA MERGED AND RANCH CENTER PROJECT AREAS UNSECURED PROMISSORY NOTE ,2010 FOR VALUE RECEIVED, this Unsecured Promissory Note is dated as of , 2010 ("Promissory Note")and evidences an indebtedness of 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 February 16, 2010 by and between Maker and Holder("Agreement"), as approved by Resolution Number of Maker, dated , 2010 and Resolution Number of Holder, dated , 2010. 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 Loan 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 a rate of. SIX percent (6.0%) per annum beginning on the date of distribution of funds from the City to the Agency,as follows: 3.1 Maker promises to pay to the order of Holder the Loan Amount, with interest, one year after the date of distribution of finds from the City to the Agency("Maturity Date"). The entire unpaid balance of the Loan Amount shall be immediately due and payable upon the Maturity Date, and Maker shall tender to Holder such amount on or before the Maturity Date, unless extended by mutual consent of both parties' designees. 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("Event of Default"). 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. 1 ORANGE\EHULL\65o4z_i,as revised_1W • 3.5 This Note is a subordinate lien and is payable from tax increment revenues in excess of those pledged for Agency bonded indebtedness and any other superior debt, andi'or payable from any other resources available to the Agency from which such payment may legally be made, allocated to and received by the Agency for the Merged and Ranch Center Redevelopment Project Areas. 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. 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 ORANGE\EHULL\65042.z,as revised_.RJJ SIGNATURE PAGE TO REDEVELOPMENT AGENCY OF THE CITY OF AZUSA UNSECURED PROMISSORY NOTE MAKER: REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, a public body, corporate and politic By: F.M.Delach Executive Director Date: ATTEST: By: Agency Secretary Redevelopment Agency of the City of Azusa APPROVED AS TO LEGAL FORM: BEST BEST&KRIEGER LLP By: Agency Counsel Redevelopment Agency of the City of Azusa • 3 ORANGE\EHULL\65042.1,as revised_RJJ D-Club Address: 975 W. Foothill Blvd., Azusa, CA 91702 APN: 8605-019-906, 8605-019-907 Transportation Center(S/W Corner of Vernon/10th) Address: 943 N. Vernon, Azusa, CA 91702 APN: 8605-015-907 5th/Azusa Avenue APN: 8611-014-900 •-cr t 1,-t, ,.. Irt. ....,...•-••."--- .•Igidr" -13 _____ I , e .. '',. '.-"\\ \ '--11.., .ote•eLM11111t1,,s,,,e."..:t.lt,....,",••'IA tiAt: ' 1-,.,- i ,.— i..s. .s. • . .1, I-- t-Cr". 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J.7r0vd,o 1 inch = 100 feet 0,4...1 City of Azusa 5th St. & Azusa Ave. „.....\ .,......,, N Azusw GIS Date 3/2/2011 Path:C\ArcGIS_Misc Projects_3_9 2\Kurt C\Azusa@5th.mxd RESOLUTION NO. A RESOLUTION OF THE GOVERNING BOARD OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, CALIFORNIA, TRANSFERRING PROPERTY LOCATED AT (See Attached Listing) TO THE CITY OF AZUSA FOR PAYMENT IN FULL OF OUTSTANDING INDEBTEDNESS OWED TO THE CITY WHEREAS, pursuant to the California Community Redevelopment Law (Health and Safety Code Sections 33000, et seq.) ("CRL"), the City Council ("City Council") of the City of Azusa ("City") has approved and adopted a redevelopment plan ("Redevelopment Plan") for the Merged Central Business District Redevelopment Project Area ("Project Area"); and WHEREAS, the Governing Board ("Board") of the Redevelopment Agency of the City of Azusa ("Agency") has adopted an implementation plan for the Redevelopment Plan ("Implementation Plan") and is engaged in activities necessary to execute and implement the Redevelopment Plan pursuant to the CRL; and WHEREAS, on March 3, 2008 the City Council authorized a loan of$11,000,000 to the Agency, and the Agency accepted the loan from the Council, for the purpose of financing the acquisition of certain real property located at (See Attached Listing) for redevelopment ("City Loan"); and WHEREAS, as evidenced by the Promissory Note, City may call the City Loan at any time and require immediate repayment of the Agency indebtedness; and WHEREAS, the City exercised this right on February 22, 2011, and the Agency does not have available funds to repay the debt, as fulfillment of the obligations of the City Loan, at this time. In lieu of payment in available funds, the Agency is willing to transfer, via quitclaim deed, and the City is willing to accept, via quitclaim deed, certain real property located at (See Attached Listing) ("Property"), the value of which is equal to the City Loan; and WHEREAS, pursuant to CRL Sections 33430 and 33431 the Agency may dispose of real property without public bidding by conducting a public hearing; and WHEREAS, pursuant to CRL Section 33431, the Agency noticed the public hearing for the transfer of the Property on March 21 and March 28 in the San Gabriel Valley Tribune; and NOW, THEREFORE, THE GOVERNING BOARD OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, CALIFORNIA, DOES RESOLVE AS FOLLOWS: Section 1. The recitals set forth above are true and correct and incorporated herein. Section 2. A public hearing, duly noticed in accordance with applicable law, was held by the Agency on March 7, 2011 at which time the Agency received the staff report, public testimony, and any and all evidence in support of 1 and objections to the proposed conveyance of the Property by the Agency to the City. After receiving and considering such evidence, the Board hereby approves the transfer of the Property to the City as payment in full of the City Loan by and pursuant to the terms and conditions set forth in the quitclaim deed attached hereto in substantially final form as Exhibit A. Section 3. The Executive Director of the Agency, or his or her designee, is authorized and directed to execute the quitclaim deed and such other documents and instruments as may be necessary to memorialize the obligations between the City and the Agency, in order to finalize the transfer of the Property to the City, and shall take all other actions necessary or convenient in the furtherance of the actions authorized by this Resolution. Section 4. The Agency has determined that the conveyance of the Property to the City is exempt from the requirements of the California Environmental Quality Act ("CEQA"), pursuant to State CEQA Guidelines Section 15061(b)(3), because it can be seen with certainty that the mere transfer of title to the Property from the Agency to the City will not have a significant effect on the environment. Section 5. The Board hereby directs Agency staff, in concurrence with the City, to file a Notice of Exemption with the Clerk of Los Angeles County within five (5) calendar days following approval of this Resolution. Section 6. This Resolution shall take effect immediately upon its adoption. Section 7. The Chairperson shall sign this Resolution and the Agency Secretary shall attest and certify to the passage and adoption of this Resolution. ADOPTED, SIGNED, AND APPROVED this day of , 2011, by the following vote: AYES: NAYS: ABSENT: ABSTAIN: Chairperson ATTEST: Secretary APPROVED AS TO FORM: 2 Agency Counsel 3 EXHIBIT "A" QUITCLAIM DEED 4 PROMISSORY NOTE MERGED REDEVELOPMENT PROJECT AREA AZUSA, CALIFORNIA March 3, 2008 For value received. the REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, a public body corporate and politic("Agency"),promises to pay the CITY OF AZUSA. a municipal corporation and general law city organized and existing under the laws of the State of California("City"),the estimated sum of ELEVEN MILLION DOLLARS AND NO/100($11,000,000).revised as necessary to reflect actual expenditures,with interest thereon from the date of actual receipt of loan proceeds as evidenced by warrant date of disbursement,at the annual interest rate of 6.5% which is approximately equivalent to the Local Agency Investment Fund rate,currently 4.62%per annum,plus 2%. The principal and interest are payable annually. Any unpaid amounts will accrue annually and be added to principal. The Note is payable from tax increment revenues in excess of those pledged for Agency bonded indebtedness,property sales proceeds,bond proceeds designated to repay this note,and/or any other resources available to the Agency from which such payment may legally be made,allocated to and received by the Agency for the Merged Redevelopment Project Area. The term of the note shall be payable by November 30, 2008, unless extended by mutual consent of both parties. This note is issued in connection with the provision of funds to finance redevelopment activities of the Merged Redevelopment Project Area. The Merged Project provides for tax increment financing in accordance with the provisions of the California Health and Safety Code. The Agency is authorized, with the consent of the Board of Directors, to undertake certain actions which are necessary and incidental to carrying out the Redevelopment Plan which has previously been adopted by the City of Azusa, for purposes of the Merged Redevelopment Project area. The City Council has authorized the loan for purposes of funding- property acquisitions,administrative expenses and project related activities. This note is issued under the authority and pursuant to the Community Redevelopment Law, commencing with Section 33600 of the Health and Safety Code of the State of California, as amended. Each payment shall be credited first to principal due and the remainder to interest:and interest shall thereupon cease ipon the principal so credited. Any unpaid interest shall accrue and he added to the outstanding principal balance. n event of default in payment of any amount as herein provided, then the entire amount shall become due at the Iption of the City of Azusa. Principal and interest shall be payable in lawful money of the United States at Azusa. ;alifornia. Demand, presentment for payment, protest and notice of protest are hereby waived. LEDEVELOPMENT AGENCY OF THE 'ITY OF AZUSA Joseph R. Rocha, Chairperson ZOPERTY ACQUISITION/CBD OCtAOENTS ANT).ETTT GSA U L SERDL:SF:7 OT REVISE;`CRF RLS0 NC' nF.pc REQUEST NG LDAN DC✓ Downtown North (A-2 & A-3 sites) Address: 858 N. Azusa Avenue. Azusa. CA 91702 APN: 8608-025-907 Address: 832 N. Azusa Avenue, Azusa, CA 91702 • APN: 8608-025-909, 8608-025- 910 Address: 826 N. Azusa Avenue, Azusa, CA 91702 APN: 8608-025-902 Address: 830 N. Azusa Avenue, Azusa, CA 91702 APN: 8608-025-908 Address: 812 N. Azusa Avenue, Azusa, CA 91702 APN: 8608-025-906 Address: 801 N. Alameda Avenue, Azusa, CA 91702 APN: 8608-025-905 Address: 810 N. Alameda Avenue. Azusa. CA 91702 APN: 8608-027-907 Address: No Situs APN: 8608-025-903 Address: No Situs APN: 8608-025-904 Address: 803 N. Dalton Avenue. Azusa. CA 91702 APN: 8608-027-906 Address: 805 N. Dalton Avenue, Azusa, CA 91702 APN: 8608-027-905 Address: 809-813 N. Dalton Avenue, Azusa CA 91702 APN: 8608-027-908 1 tripl,p4tri,..°-4":tti .1-0; -1.-- ' - - _ .-,r.... „. - ----— '. ' '—'' - 'r ' r . . yTiT -u' a _ 'c s '''::.:,'=,j,,, , t° Lam%"* }TI+Y {•� -_ ,, t^-a e. '1 � ' �4x s j-.. . �.: j.�.... . ".' 'mas+uf.u's ---' s • r1 I� r { :: Is {i y 7 /- tmVc -, oO D2 - i sr , — f , jtif,-.34.:-4-T: r..,.7„-'-. ,:_t,-..'"1:?-, . _ y ; X1. }}t ..w .$ 1 V;: f1r i7" .': ix z •bi:;;k.- J +s M t, f ' 1. ,:::;-..-:. ..4,:i.,,,i,. - ,-_-,-,i-,:::.,,:, 77,.f:i. -_:° ..,..-::- 'llrt,' °"� .� 5 ,.--- ' ix%. -',---A-,-,...'":-.1-N-.."'„:_,,' - ','. .- ",..,c--.-"'• : xt..-*--;. -,_.''," ,' l''' —7.1. k• 1-.H:—. , .Vi _ . - • .A' tt �V �is. , �i t s _ Ax 'FI P44' c. S t A.fi , 1 , S':� R `55mai vt ::,„; r5 ay: t +f y /f ,; �ta d•`• y ,lar . ,,�..F ,�r"r " +,f .:'11 — ^" _ 1101i. . C.- _14.; l''' ; . fiL g . . , .' .‘ i ,, : • r - . I 7 I ._ , 1 inch = 70 feet J.Qradr of_..,...)' City of Azusa Cly, i• r VrnCS^�:• '/V 1 ��S Downtown North Project A-3 r` 1. Date:2!17!2011 'ath:C:\ArcGIS_Misc Projects 3_9.2\Kurt C\Downtown North A2 A3.mxc '1 n alt F ... �,� ° f'J I } ,. .. ,„ _:.,..:. - , 2,-,5,,,-_,.... .4. , r'' „:",-•-•.•,.=-4R-- ,-4,.''-',, ',-,',.. 'f,i....!:-.;••••,,„7.--:, • A G ^t1,, ` •fir. e. - - Ott: f ' •- .. C X ir, a,--__,;,,,.r.).1) , ,, � ��JJ1 ' t . ' .: x is i •,,b# _ fc J 4•• i x ..., •.,....... _ f.)-• " s r . o _r r 4,.., r • I , t . R i `Fi, 4--r pit1 -- - • • NL . yt JrJ1 -'1'$0 , te� > JJJ� y\ ' JJ • .. _...� :11 1,> 4� s i - ,t l e3 „. CD r' J;'_.1)')-:.--j-J J ,' 7 - �+ •J. .J. . �° C•t .-toms '„?-......-...................-7,••• m•�b5 b1) A k`= - • _Vc CU x . .+ E1e i� r �.. , � rs r� ooJ✓ , _, m. tu 41( ': '.'> s'-^*- ., r � � 1 - , •,•••'...,, a '`,'i'-,. bst net..,, t .4-,;,,-,,,,, . t .w__* -1 , • c..^ •' ' • .- ''',e --'*--•7"‘• 4 .' '''- Vt.;•t.,*.:rrii#104•,-; -^7-,, 'II ,i1'.' 11 1 inch = 70 feet ?ratio r`q� City of Azusa AZUSA:I Downtown North Project A-2 N-\ t GIS Path C\ArcGIS_Misc Proiects_3_P 2\Kurt C\Downtown North A2 A3 mxc Date 2�"7;20 RESOLUTION NO. N A RESOLUTION OF THE GOVERNING BOARD OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, CALIFORNIA, TRANSFERRING PROPERTY LOCATED AT (See Attached Listing) TO THE CITY OF AZUSA FOR PAYMENT IN FULL OF OUTSTANDING INDEBTEDNESS OWED TO THE CITY WHEREAS, pursuant to the California Community Redevelopment Law (Health and Safety Code Sections 33000, et seq.) ("CRL"), the City Council ("City Council") of the City of Azusa ("City") has approved and adopted a redevelopment plan ("Redevelopment Plan") for the Merged Central Business District Redevelopment Project Area ("Project Area"); and WHEREAS, the Governing Board ("Board") of the Redevelopment Agency of the City of Azusa ("Agency") has adopted an implementation plan for the Redevelopment Plan ("Implementation Plan") and is engaged in activities necessary to execute and implement the Redevelopment Plan pursuant to the CRL; and WHEREAS, on December, 21 2009 the City Council authorized a loan of$3,310,000 to the Agency, and the Agency accepted the loan from the Council, for the purpose of financing the acquisition of certain real property located at (See Attached Listing) for redevelopment ("City Loan"); and WHEREAS, as evidenced by the Promissory Note, City may call the City Loan at any time and require immediate repayment of the Agency indebtedness; and WHEREAS, the City exercised this right on February 22, 2011, and the Agency does not have available funds to repay the debt, as fulfillment of the obligations of the City Loan, at this time. In lieu of payment in available funds, the Agency is willing to transfer, via quitclaim deed, and the City is willing to accept, via quitclaim deed, certain real property located at (See Attached Listing) ("Property"), the value of which is equal to the City Loan; and WHEREAS, pursuant to CRL Sections 33430 and 33431 the Agency may dispose of real property without public bidding by conducting a public hearing; and WHEREAS, pursuant to CRL Section 33431, the Agency noticed the public hearing for the transfer of the Property on March 21 and March 28 in the San Gabriel Valley Tribune; and NOW, THEREFORE, THE GOVERNING BOARD OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, CALIFORNIA, DOES RESOLVE AS FOLLOWS: Section 1. The recitals set forth above are true and correct and incorporated herein. Section 2. A public hearing, duly noticed in accordance with applicable law, was held by the Agency on March 7, 2011 at which time the Agency received the staff report, public testimony, and any and all evidence in support of 1 and objections to the proposed conveyance of the Property by the Agency to the City. After receiving and considering such evidence, the Board hereby approves the transfer of the Property to the City as payment in full of the City Loan by and pursuant to the terms and conditions set forth in the quitclaim deed attached hereto in substantially final form as Exhibit A. Section 3. The Executive Director of the Agency, or his or her designee, is authorized and directed to execute the quitclaim deed and such other documents and instruments as may be necessary to memorialize the obligations between the City and the Agency, in order to finalize the transfer of the Property to the City, and shall take all other actions necessary or convenient in the furtherance of the actions authorized by this Resolution. Section 4. The Agency has determined that the conveyance of the Property to the City is exempt from the requirements of the California Environmental Quality Act ("CEQA"), pursuant to State CEQA Guidelines Section 15061(b)(3), because it can be seen with certainty that the mere transfer of title to the Property from the Agency to the City will not have a significant effect on the environment. Section 5. The Board hereby directs Agency staff, in concurrence with the City, to file a Notice of Exemption with the Clerk of Los Angeles County within five (5) calendar days following approval of this Resolution. Section 6. This Resolution shall take effect immediately upon its adoption. Section 7. The Chairperson shall sign this Resolution and the Agency Secretary shall attest and certify to the passage and adoption of this Resolution. ADOPTED, SIGNED, AND APPROVED this day of , 2011, by the following vote: AYES: NAYS: ABSENT: ABSTAIN: Chairperson ATTEST: Secretary APPROVED AS TO FORM: 2 Agency Counsel 3 EXHIBIT "A" QUITCLAIM DEED 4 PROMISSORY NOTE MERGED REDEVELOPMENT PROJECT ARE A. AZUSA, CAL IFOR TIA December 21, 2009 For value received, the REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, aubli politic("Agency"),promises to pay the CITY OF Acorporation� °n and gZUSA,a municipal orati e c body corporate and and existing under the laws of the State of California ("City"), eneral law city organized HUNDRED AND TEN THOUSAND DOLLARS AND NO/100(S3,310,000),rsuevised d aof s H�sa MILLION e l THREE ect actual expenditures, with interest thereon from the date of execution of this Note at the annual interest rate of 6.5%. The principal and interest are payable annually. Any unpaid amounts will accrue annually and be added to principal. The Note is payable from tax increment revenues in excess of those pledged for Agency bonded indebtedness,property sales proceeds, bond proceeds designated to repay this note, and/or any other resources available to the Agency which such payment may legally be made, allocated to and received by the Agency for the Merged Redevelopment Project Area. The term of the note shall be payable upon demand,unless extended by mutual consent ofbotharties. P This note is issued in connection with the provision of funds to finance redevelopment activities of the Merged Redevelopment Project Area. The Merged Project provides for tax increment financing in accordance with the provisions of the California Health and Safety Code. The Agency is authorized, with the consent of the Board of Directors, to undertake certain actions which are necessary and incidental to carrying out the Redevelopment Plan which has previously been adopted by the City of Azusa, for purposes of the Merged Redevelopment Project area. The City Council has authorized the loan for purposes of fundin project related activities. This note is issued under the authority and pursuant roperty rto the Community rRedeve ve Redevelopment Law, commencing with Section 33600 of the Health and Safety Code of the State of California, as amended. Each payment shall be credited first to principal due and the remainder to interest;and interest shall thereupon cease upon the principal so credited. Any unpaid interest shall accrue and be added to the outstanding principal balance. In event of default in payment of any amount as herein provided, then the entire amount shall become due at the option of the City of Azusa. Principal and interest shall he payable in lawful money of the United States at Azusa, -.3alifomia. Demand, presentment for payment, protest and notice of protest are hereby waived. 2EDEVELOPMENT AGENCY OF THE ITV OF AZUSA v: Chairperson ROPERTY ACQUISITION/CBD cu•u+u na.u�. 9li•-74(k.AL TEbio•.XVGit'r Po'IST:.AGEvc'1 14rV:1F,STiti6 i?°;%i 1.u4`;UO( ENTERPRISE PROPERTY Address: 229 S. Azusa Avenue APN: 8614-014-918, 8614-014-919, 8614-014-920 s ._ ,•,;,...‘.N,,. -.1--.• 4-,•-:-..-:--?v,,,,-,-- . --, . . . ..„ ''.!;.-1-•,,,•1,,,-.„-;_.-1:-);,„„ • . --..,,., .. —•--.7ar; --..--.. .-''''''.40. t% -•:- •*-"r''''• Tr1;_,___ __ i '1:-:-:' 1 70-, ,-..-,-..,'- ' - /;"••••,.....a. -, _ , . - i ! ' ` -- .-. .......,,..................‘-' tii..,-,.. ,s- -;.•;-.: 4 -. i I ..,:-..; •. ttt-',,-,:., .,4"4`, '. ' :, .--.,_ it" i I • st:ttt,,_,!,-"&r., ',47.--' _ 'IOIr,--777.111-.4;Olt ''''' 'i 1. .' I 'Ilk: r• -;.-..'')"' • , E •".1;:•-/Att,7.1. l• --;• ' CO. •-• •01.,-4.1 1-• . 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' ' . . 1,,..?7"., .„`"417 ' .t.'bl",,,,,,„.'_,_t., t....1.,.v.:7 ,'''''',":!-;:.• ,. '-' ,',..7, he 1 ' .4-ti , - .36filitiZ14.1b .1'r ' .. ,,, t---.*:-*.•-,:;,-::,,;-_,...(:--:,---.•,,„fitAtt:4 1,4. r--,., t.• ..;,4 ,i;'=--; ;..:,;p‘,;1,41-;14...1-!:^-,-%sttitr :•,111.-A-- '"'-;-il-- .1 -,0;• N t_a_J CU • F,' ,, :lea __ -1.7.,1:,•,,,--..-*fl.,,..•1;;.11,'-''''•-"k-4"; •"' •-• -.,- ' •••:•." 4. • z - .1'. 1!''•-•...•- •iLlart,st, i, . 4-•,-&i;7‘''' '4", * d.1;.:a r ' ! :4 .)- :'' ": %L ,- .. , ,,;.,1 ,, ..- -, A.,----, 1,,,tt. ! ''''..; , 1111Mi -•wa ..---_ 7 • . :,4-•.,• :,.*''- : ,..• .J. ..-... . ,,toCC$ .al. l''' ---!4-- t:1116 ' maw , •''4-,-74,-'':--.7., , f.-..' . P4414k - IV- --•-' --iiit ' :- - ' - - f. 1•.. , .,. i. .,_. , ....', ,-,'`-"'"--''''''' .- .p.- 11 - 4, . '''''-';' ,. , ,. , 16 I il$,E111443114,-531.7.' ' :•-r ., , ,iks,-1... a Jew.,, ' t • ..._ivi-LAtir, , " , : - rir,Virilt-• --- . 't,ti",. ' ', , - ' _;„. -kirs41111114. ,i, , :, •;,Lso a.vy r•v ; ' " •--' - -. --‘1`1',t-,.., 6° , , ., 4;4•,;,,,..916„-,,,,e.,,,-- 41-Ea,t.,, - ,- .04... 1 F:,, ,., ....„-gia,,,.....,,rt,,,,,-;--- -•:,..-,:: I. .4i-t .,, , - i ,-,41 i , ',.,,,.. Ft.- -. 'aiult.••••', . - z-4,4,40 1,4....,. . •,...L,- I : 'iR ' tai.m...k 1._.. f•Ir7','.7.- i, . . ,, . Lira. Aulif • .4'.1 ''•:""..; •-•i911-- `..-- ' . :4144 .'"'; t' ' -- ..,... •.-, •;;'',34:: .. , '--4 ' • , i,..'i -1.-4- `- ; ; :: . . 2 : ; ' [ ''' '''fr..' 1,!4;4'' i ' , C,$U..10.,1,. -.1- - .- ,it; vi.-• ,-..-..1.,.t.:-: ,_,_,---, • ... •01, Wai -• _ ''', '' 'i-- . , I -,-' •• _ .. , t tt 0 ;t*;''' ....::Al,:wi •.-,. -,,-I ' ; t,, .. •.'',.._'--r-ai 1.4 I . " ,.,,.,,.. ..,_____,____,_.„„, 7•-,0. --..-,9- .:-.Ft14 'iz." T - ..*--- int-4 't•L''''' - - - --,....- '•i.W.77-417:-,,, qW.,14'''A'4i;ritia :''. '..,* _,..... T, • . , _ 1 ,i l• paramount -St, '-. . - ' f.,• .-. ---.1.at,.,- ___,.,. ,,,,,,"'ONO-7, - - , L t" i ,f-,-1,-:•,-:' -it.,::+t--'i'`,..-',4A.::.? tP ,,,,Z .,.,',-'' '''''., ._,"1111.1.411.__miiiirain .II2 - t:,:iii-E77.1:::-.L.- raL tffL. . ',1 4. ,, ' _2'1.'4',•,-- • 7,?rad,o 1 inch = 65 feet ,......\ ..____. City of Azusa 229 S. Azusa Ave. N , .„,..,_.,..., ........-..c,,, •,....7'' AZUSA! GIS - attl.C:\ArcGIS_Misc Projects_3_9.2\Kurt C\Enterprise Site.mxd Date 2'1720 RESOLUTION NO. A RESOLUTION OF THE GOVERNING BOARD OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, CALIFORNIA, TRANSFERRING PROPERTY LOCATED AT (See Attached Listing) TO THE CITY OF AZUSA FOR PAYMENT IN FULL OF OUTSTANDING INDEBTEDNESS OWED TO THE CITY WHEREAS, pursuant to the California Community Redevelopment Law (Health and Safety Code Sections 33000, et seq.) ("CRL"), the City Council ("City Council") of the City of Azusa ("City") has approved and adopted a redevelopment plan ("Redevelopment Plan") for the Merged Central Business District Redevelopment Project Area ("Project Area"); and WHEREAS, the Governing Board ("Board") of the Redevelopment Agency of the City of Azusa ("Agency") has adopted an implementation plan for the Redevelopment Plan ("Implementation Plan") and is engaged in activities necessary to execute and implement the Redevelopment Plan pursuant to the CRL; and WHEREAS, on March 24, 2008 the City Council authorized a loan of$5,300,000 to the Agency, and the Agency accepted the loan from the Council, for the purpose of financing the acquisition of certain real property located at (See Attached Listing) for redevelopment ("City Loan"); and WHEREAS, as evidenced by the Promissory Note, City may call the City Loan at any time and require immediate repayment of the Agency indebtedness; and WHEREAS, the City exercised this right on February 22, 2011, and the Agency does not have available funds to repay the debt, as fulfillment of the obligations of the City Loan, at this time. In lieu of payment in available funds, the Agency is willing to transfer, via quitclaim deed, and the City is willing to accept, via quitclaim deed, certain real property located at (See Attached Listing) ("Property"), the value of which is equal to the City Loan; and WHEREAS, pursuant to CRL Sections 33430 and 33431 the Agency may dispose of real property without public bidding by conducting a public hearing; and WHEREAS, pursuant to CRL Section 33431, the Agency noticed the public hearing for the transfer of the Property on March 21 and March 28 in the San Gabriel Valley Tribune; and NOW, THEREFORE, THE GOVERNING BOARD OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, CALIFORNIA, DOES RESOLVE AS FOLLOWS: Section 1. The recitals set forth above are true and correct and incorporated herein. Section 2. A public hearing, duly noticed in accordance with applicable law, was held by the Agency on March 7, 2011 at which time the Agency received the staff report, public testimony, and any and all evidence in support of 1 and objections to the proposed conveyance of the Property by the Agency to the City. After receiving and considering such evidence, the Board hereby approves the transfer of the Property to the City as payment in full of the City Loan by and pursuant to the terms and conditions set forth in the quitclaim deed attached hereto in substantially final form as Exhibit A. Section 3. The Executive Director of the Agency, or his or her designee, is authorized and directed to execute the quitclaim deed and such other documents and instruments as may be necessary to memorialize the obligations between the City and the Agency, in order to finalize the transfer of the Property to the City, and shall take all other actions necessary or convenient in the furtherance of the actions authorized by this Resolution. Section 4. The Agency has determined that the conveyance of the Property to the City is exempt from the requirements of the California Environmental Quality Act ("CEQA"), pursuant to State CEQA Guidelines Section 15061(b)(3), because it can be seen with certainty that the mere transfer of title to the Property from the Agency to the City will not have a significant effect on the environment. Section 5. The Board hereby directs Agency staff, in concurrence with the City, to file a Notice of Exemption with the Clerk of Los Angeles County within five (5) calendar days following approval of this Resolution. Section 6. This Resolution shall take effect immediately upon its adoption. Section 7. The Chairperson shall sign this Resolution and the Agency Secretary shall attest and certify to the passage and adoption of this Resolution. ADOPTED, SIGNED, AND APPROVED this day of , 2011,by the following vote: AYES: NAYS: ABSENT: ABSTAIN: Chairperson ATTEST: Secretary APPROVED AS TO FORM: 2 Agency Counsel 3 EXHIBIT"A" QUITCLAIM DEED 4 • • EXHIBIT A • PROMISSORY NOTE MERGED REDEVELOPMENT PROJECT AREA AZUSA, CALIFORNIA March 24, 2008 For value received, the REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, a public body corporate and politic ("Agency"). promises to pay the AZUSA LIGHT & WATER, a municipal utility organized and existing under the laws of the State of California ("City"), the estimated sum of FIVE MILLION THREE HUNDRED THOUSAND DOLLARS AND NO/100 ($5,300,000), revised as necessary to reflect actual expenditures, with interest thereon from the date of actual receipt of loan proceeds as evidenced by warrant date of disbursement,at the annual interest rate equivalent to the Local Agency Investment Fund rate,currently 4.]61%per annum,principal and interest payable annually. Any unpaid amounts will accrue annually and be added to principal. The Note is payable from tax increment revenues in excess of those pledged for Agency bonded indebtedness,property sales proceeds, bond proceeds designated to repay this note, and/or any other resources available to the Agency from which such payment may legally be made, allocated to and received by the Agency for the Merged Redevelopment Project Area. The term of the note shall be payable upon demand, unless extended by mutual consent of both parties. The interest earned by the Utility Fund Reserve shall be transferred into the Utility mitigation fund This note is issued in connection with the provision of funds to finance redevelopment activities of the Merged Redevelopment Project Area. The Merged Project provides for tax increment financing in accordance with the provisions of the California Health and Safety Code. The Agency is authorized, with the consent of the Board of Directors, to undertake certain actions which are necessary and incidental to carrying out the Redevelopment Plan which has previously been adopted by the City of Azusa, for purposes of the Merged Redevelopment Project area. The Utility Board has authorized the loan for purposes of funding property acquisitions,administrative expenses and project related activities. This note is issued under the authority and pursuant to the Community Redevelopment Law, commencing with Section 33600 of the Health and Safety Code of the State of California, as amended. Each payment shall be credited first to principal due and the remainder to interest:and interest shall thereupon cease upon the principal so credited. Any unpaid interest shall accrue and be added to the outstanding principal balance. In event of default in payment of any amount as herein provided, then the entire amount shall become due at the Dption of the City of Azusa Principal and interest shall be payable in lawful money of the United States at Azusa. 7alifornia. Demand, presentment for payment, protest and notice of protest are hereby waived. 2EDEVELOPMENT AGENCY OF THE 7ITY OF AZUSA ,) ,v: ii`— ' ; /G /Josep1i R. Rocha. Chairperson ROPERTY ACQUISITION/CBD North East Corner Azusa/Arrow No Address: APN: 8621-024-902, 8621-024-903 Address: 17525 E. Arrow Hwy APN: 8621-024-904 I 10: y , . • • " ill :2 it– -t. : '''' ,.., ' ie r - 1 ma elik t I ! 1 - .',:?. . ,:t,..-`', - - 5�'A N .% --.116F, r - I s4111Nte Ahlk,40.) ; ,' , ` �_ r , i. ..; - .-.. ' f: IA r ' 21;-1324:-.t, ` z Mi ''."--;,:t-„ -' •,.-- 'a'-• 9 r ems: .ks d� ,,,,,,.:;,--_,t..-,' d;,---- 14 ,. s,r ,i{ oyI .<,:„:,';,,-7, R,* f ,, I. W= alta I.. rf�.--— - - * _ _ '3--.''.""— - __ V `t " [ a a ate.. rix ,, ' . a � �j i � E'� F, f 'aa, - . • I . ^ .x. xxt -, -'-' —_ — - , ,..• _ limij_,,," ,...7.,. --: _, ‘,..1_ H 1 inch = 100 feet 7."Pfadr `�, City of Azusa AZUSA.f NEC Azusa Ave. Arrow Hwy. N GIS Path:C1ArcGIS_Misc Projects_3_9.2\Kurt C\Azusa@ArrowNEC.mxd Date 2"7,'20'' RESOLUTION NO. A RESOLUTION OF THE GOVERNING BOARD OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, CALIFORNIA, TRANSFERRING PROPERTY LOCATED AT (See Attached Listing) TO THE CITY OF AZUSA FOR PAYMENT IN FULL OF OUTSTANDING INDEBTEDNESS OWED TO THE CITY WHEREAS, pursuant to the California Community Redevelopment Law (Health and Safety Code Sections 33000, et seq.) ("CRL"), the City Council ("City Council") of the City of Azusa ("City") has approved and adopted a redevelopment plan ("Redevelopment Plan") for the Merged Central Business District Redevelopment Project Area("Project Area"); and WHEREAS, the Governing Board ("Board") of the Redevelopment Agency of the City of Azusa ("Agency") has adopted an implementation plan for the Redevelopment Plan ("Implementation Plan") and is engaged in activities necessary to execute and implement the Redevelopment Plan pursuant to the CRL; and WHEREAS, on February 16, 2010 the City Council authorized a loan of$2,491,858 to the Agency, and the Agency accepted the loan from the Council, for the purpose of financing the SERAF payment required by the State of California; and; WHEREAS, as evidenced by the Promissory Note, The loan was for a term of one year from the time it was made after which City may call the City Loan at any time and require immediate repayment of the Agency indebtedness; and WHEREAS, the City exercised this right on February 22, 2011, and the Agency does not have available funds to repay the debt, as fulfillment of the obligations of the City Loan, at this time. In lieu of payment in available funds, the Agency is willing to transfer, via quitclaim deed, and the City is willing to accept, via quitclaim deed, certain real property located at (See Attached Listing) ("Property"), the value of which is equal to the City Loan; and WHEREAS, pursuant to CRL Sections 33430 and 33431 the Agency may dispose of real property without public bidding by conducting a public hearing; and WHEREAS, pursuant to CRL Section 33431, the Agency noticed the public hearing for the transfer of the Property on March 21 and March 28 in the San Gabriel Valley Tribune; and NOW, THEREFORE, THE GOVERNING BOARD OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, CALIFORNIA,DOES RESOLVE AS FOLLOWS: Section 1. The recitals set forth above are true and correct and incorporated herein. Section 2. A public hearing, duly noticed in accordance with applicable law, was held by the Agency on March 7, 2011 at which time the Agency received the staff report, public testimony, and any and all evidence in support of 1 and objections to the proposed conveyance of the Property by the Agency to the City. After receiving and considering such evidence, the Board hereby approves the transfer of the Property to the City as payment in full of the City Loan by and pursuant to the terms and conditions set forth in the quitclaim deed attached hereto in substantially final form as Exhibit A. Section 3. The Executive Director of the Agency, or his or her designee, is authorized and directed to execute the quitclaim deed and such other documents and instruments as may be necessary to memorialize the obligations between the City and the Agency, in order to finalize the transfer of the Property to the City, and shall take all other actions necessary or convenient in the furtherance of the actions authorized by this Resolution. Section 4. The Agency has determined that the conveyance of the Property to the City is exempt from the requirements of the California Environmental Quality Act ("CEQA"), pursuant to State CEQA Guidelines Section 15061(b)(3), because it can be seen with certainty that the mere transfer of title to the Property from the Agency to the City will not have a significant effect on the environment. Section 5. The Board hereby directs Agency staff, in concurrence with the City, to file a Notice of Exemption with the Clerk of Los Angeles County within five (5) calendar days following approval of this Resolution. Section 6. This Resolution shall take effect immediately upon its adoption. Section 7. The Chairperson shall sign this Resolution and the Agency Secretary shall attest and certify to the passage and adoption of this Resolution. ADOPTED, SIGNED,AND APPROVED this day of , 2011,by the following vote: AYES: NAYS: ABSENT: ABSTAIN: Chairperson ATTEST: Secretary APPROVED AS TO FORM: 2 Agency Counsel 3 EXHIBIT"A" QUITCLAIM DEED •4 D-Club Address: 975 W. Foothill Blvd., Azusa, CA 91702 APN: 8605-019-906, 8605-019-907 Transportation Center(S/W Corner of Vernon/10th) Address: 943 N. Vernon, Azusa, CA 91702 APN: 8605-015-907 5th/Azusa Avenue APN: 8611-014-900 oi, AS. tr- 1 - 'ate .0 `': aN I3 s � c s. . . . a . _ .era �` ,,�.. _ — . • ice- LTS:.mom`�-� *. ;k: ` +rjt-- - .: `,� .� ,- � _ r7p '7�7� y A - 111 t F' 4 _, 4--L , 77T" cF 4 T I • �e 1 ptir-' l -',..: lin .-,--;.-, 1— r F it a.. 'E, , --,..i..,':,:,,,,-.1.., ©:. ,,,,,,.,', -, l---:„..--- '--11- 10th St !! rie tt 9— ..,4 - . • Ira F1�� ' ,, Qi i a WC^'1� r. 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'', -•_•.;;: -,„: i';;,, - ' ..[01:f,f,x '';i ...• l'',„•-w. - --:,, • -•....• '.44'. , , 1,:++ .+ .w. t '"'-+ ''+';''" .'''-r--.'' : I '..'' ,.....+1,-,,' s ' ek. ‘...i ';'',' :-;:s g -,w,,, .1-, ' _ , • , , ,, ;;', 2: 4. %AV, .'3. i • ''t'k-iiiiiiirli,‹ . • , 1 _ '';'''''-zi.:.(-, ti ''',''' • , ' . ,...-- - . ---,_*-W,1_ L., - -__ :.:Pa 1 inch = 100 feet rap: City of Azusa _...-- 4:44..w....0•_ N 5th St. & Azusa Ave. GIS Path Ck ' \ cGIS_I\A!sc Projects_3_9.2\Kurt C\Azusa@5th mxd Date 3/2/201 411111. U 4 , cr 4a __ Azusw JOINT CITY COUNCIL/AGENCY AGENDA ITEM TO: HONORABLE MAYOR/CHAIRPERSON AND CITY COUNCIL/MEMBERS OF THE AGENCY BOARD FROM: KURT CHRISTIANSEN DIRECTOR OF ECONOMIC AND COMMUNITY DEVELOPMENT/DEPUTY EXECUTIVE DIRECTOR VIA: F.M. DELACH, CITY MANAGER/EXECUTIVE DIRECTOR DATE: MARCH 7, 2011 SUBJECT: OPTION AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA AND MERCY HOUSING CALIFORNIA FOR THE ACQUISITION OF AGENY-OWNED PROPERTY RECOMMENDATION It is recommended that the City Council of the City of Azusa and the Redevelopment Agency Board adopt the attached resolutions approving an Option Agreement with Mercy Housing California for the purpose of facilitating Mercy's acquisition of the Agency's property in the Atlantis Gardens neighborhood. BACKGROUND On December 6, 2010, the Agency selected Mercy Housing California as its development partner for the Atlantis Gardens Neighborhood Rehabilitation Project ("Project"). The Agency then approved an Exclusive Negotiating Agreement with Mercy on January 18, 2011 for the purpose of establishing parameters and a timeframe for negotiating the terms of a Disposition and Development Agreement("DDA")to implement the Atlantis Gardens Project. OPTION AGREEMENT The proposed Option Agreement is intended to give Mercy Housing a secure property interest in the 18 Agency-owned Atlantis Gardens parcels while negotiating the terms of the DDA. By exercising the Option, Mercy would then be bound to proceed with the development of the Atlantis Gardens Project. The Option Agreement itself does not convey any Agency property. Instead, Mercy would be entitled to acquire certain parcels as they are incorporated into the various development phases for the larger Atlantis Gardens Project. In order to exercise an option, Mercy would need to have entitlements and financing for its development phases along with control of the privately-held parcels that also make up those phases. SUMMARY REPORT AND REUSE ANALYSIS State of California Health and Safety Code ("H &S Code") Section 33433 provides that before a redevelopment agency sells or leases property acquired in whole or in part, directly or indirectly, with tax increment moneys for development pursuant to the redevelopment plan, the sale shall first be approved by the legislative body by resolution after a public hearing. Furthermore, Section 33433 requires that the Agency make available for public inspection and copying a report which describes and specifies: 1) the cost of the Agreement to the Agency; 2) the estimated value of the interest to be conveyed determined at the highest and best use permitted by City development standards and the Agency's Redevelopment Plan; 3) the estimated value of the interest to be conveyed determined at the use with the conditions, covenants, and development costs required by the Agreement; 4) how the sale of property pursuant to the Agreement will assist in the elimination of blight; 5) how the Agreement conforms with the Agency's Five-Year Implementation Plan. Attached is the Summary Report prepared for the Option Agreement pursuant to Section 33433. Because the proposed conveyance of the Agency's property will be at less than fair market value, the Summary Report also includes a specific Reuse Analysis. FISCAL IMPACT The direct fiscal impacts of the Option Agreement would be a $500 fee paid to the Agency by Mercy and the one dollar ($1.00) purchase price that Mercy would pay for each of the 18 Agency-owned parcels. The overall fiscal impacts associated with the conveyance of the Agency's properties pursuant to this Option Agreement are more fully described in the attached Summary Report. Attachments: 1. Resolution of the City Council of the City of Azusa Authorizing an Option Agreement Between the Azusa Redevelopment Agency and Mercy Housing California for the Disposition of Agency-Owned Land 2. Resolution of the Redevelopment Agency of the City of Azusa Authorizing an Option Agreement Between the Agency and Mercy Housing California 3. Summary Report Regarding the Proposed Option Agreement Pursuant to State of California Health and Safety Code ("H &S Code") Section 33433 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA, CALIFORNIA, APPROVING THE OPTION AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA AND MERCY HOUSING CALIFORNIA, A CALIFORNIA NONPROFIT • PUBLIC BENEFIT CORPORATION, AND MAKING CERTAIN FINDINGS PURSUANT TO CALIFORNIA HEALTH AND SAFETY CODE SECTION 33433 IN CONNECTION THEREWITH WHEREAS, pursuant to the California Community Redevelopment Law (Health & Safety Code Sections 33000, et seq.) ("CRL"), the City Council ("City Council") of the City of Azusa ("City") approved and adopted a Redevelopment Plan ("Redevelopment Plan") for the redevelopment Project Area known as the Merged Central Business District and West End Redevelopment Project Area("Project Area"); and WHEREAS, the Governing Board ("Board) of the Redevelopment Agency of the City of Azusa ("Agency") is engaged in activities to implement the Redevelopment Plan for the Project Area pursuant to the provisions of the CRL; and WHEREAS, the Agency owns real property located within the Project Area and generally located at the southwest corner of East Alosta Avenue and North Rockvale Avenue, which is more specifically described in Exhibit "A" ("Agency Property") attached hereto and incorporated into this Resolution by this reference; and WHEREAS, on January 18, 2011, the Agency and Mercy Housing California, a California nonprofit public benefit corporation ("Developer") entered into an Exclusive Negotiating Agreement ("ENA") with respect to the Agency Property for the purpose of negotiating the terms of a disposition and development agreement for the Agency Property for the development of an affordable housing project("Project"); and WHEREAS, while the Agency and Developer continue to negotiate under the ENA, the Agency and Developer desire to enter into an Option Agreement ("Option Agreement") to grant Developer the option to purchase the Agency Property from Agency in order to develop the Project on the Agency Property in the event that the CRL is amended to prohibit development of the Project under a disposition and development agreement with the Agency; and WHEREAS, the City has determined that implementation of the Agreement: (1) is in the best interest of the City and the Agency and the health, safety and welfare of the City's taxpayers and residents and is in accordance with the public purposes set fort in the Redevelopment Plan and the CRL; (2) strengthens the City's land use and social structure; and (3) will assist in eliminating economic and physical blight in the City; and WHEREAS, pursuant to CRL Section 33433, the Agency may, with the consent of the City Council, approve the Option Agreement if the City Council makes certain findings following a noticed public hearing; and 45636.04000\5864088.1 1 WHEREAS, the Agency has prepared, and the City Council has reviewed and considered, a summary pursuant to CRL Section 33433 ("Summary") setting forth: (1) the cost of the Option Agreement to the Agency; (2) the estimated value of the interest to be conveyed; and (3) an explanation of how the conveyance of the Agency Property will assist in the elimination of blight within the Project Area and has made the Summary available for public inspection in accordance with CRL Section 33433; and WHEREAS, a copy of the Option Agreement is on file at the Office of the City Clerk; and WHEREAS, pursuant to CRL Section 33433, on February 21, 2011 and February 28, 2011, the City caused notice of a joint public hearing of the City Council and the Agency's Governing Board to be published in The Herald, a newspaper of general circulation within the Agency's territorial jurisdiction; and WHEREAS, pursuant to provisions of CRL Section 33433, the City Council and the Agency's Governing Board held a duly noticed joint public hearing on the proposed Project and on the proposed Option Agreement;and WHEREAS, pursuant to the provisions of the California Environmental Quality Act, Public Resources Code Section 21000 et seq. ("CEQA"), and Section 15332, Class 32 of the State's CEQA Guidelines, the conveyance of the Agency Property is exempt from the provisions of CEQA because it is an infill development consistent with the City's General Plan designations and policies as well as zoning designations and regulations; is less than five acres in size; the Agency Property has no value as habitat for biological resources; is adequately served by all required utilities and public services; and creates no significant traffic, noise, air quality or water quality impacts. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Azusa as follows: Section 1. Approval of 33433 Report. The City Council finds and determines, based on the information made available in the Summary Report, the staff report accompanying this Resolution and any oral presentation of staff, and other written and oral evidence presented to the Agency at or prior to the public hearing regarding the Agreement, that, pursuant to Health and Safety Code Section 33433: (a) The disposition of the Agency Property by the Agency to Developer under the Option Agreement will assist in the elimination of blight by providing for the redevelopment of vacant and/or underutilized Property; (b) The disposition of the Agency Property under the Option Agreement is consistent with the implementation plan adopted by the Agency for the Project Area; (c) The consideration received by the Agency for the disposition of the Agency Property to Developer is not less than the fair reuse value of the Property at the use and with the covenants and conditions and development costs authorized by the Option Agreement. 45636.04000\5864088.1 2 Section 2. 'Approval of Option Agreement. The City Council hereby approves the Option Agreement together with non-substantive changes and amendments as may be approved by the City Manager and the City Attorney. Section 3. CEQA. The City Council hereby finds and determines that the disposition of the Agency Property qualifies for a Categorical Exemption pursuant to Section 15332, Class 32 of the State CEQA Guidelines and directs the City Clerk to file all appropriate notices under CEQA with the Clerk of the Board of Supervisors of Los Angeles County within five (5) days following the date of adoption of this Resolution Section 4. The City Council hereby authorizes and directs the City Manager and the City Attorney to take any action and execute any documents necessary to implement the Option Agreement. Section 5. The City Clerk shall certify to the passage and adoption of this Resolution and the same shall thereupon take effect and be in force immediately upon its adoption. APPROVED AND ADOPTED this 7th day of March, 2011. Mayor of the City of Azusa ATTEST: City Clerk I HEREBY CERTIFY that the foregoing resolution was duly adopted by the City Council of the City of Azusa at a regular meeting held on the day of , 2011. AYES: NOES: ABSTAIN: ABSENT: City Clerk of the City of Azusa 45636.04000\5864088.1 3 EXHIBIT "A" Legal Description of Agency Property ADDRESS APN DESCRIPTION Lot 3 of Tract Map No.27346, in the City of Azusa, County 641 N. Glenfinnan Avenue 8612-001-905 of Los Angeles, State of California,as per map filed in Book 699, Pages 22 to 23, inclusive, of maps,in the office of the County Recorder of said County Lot 4 of Tract Map No. 27346, in the City of Azusa,County 633 N. Glenfinnan Avenue 8612-001-915 of Los Angeles, State of California,as per map filed in Book 699, Pages 22 to 23, inclusive,of maps,in the office of the County Recorder of said County Lot 5 of Tract Map No. 27346, in the City of Azusa,County 629 N. Glenfinnan Avenue 8612-001-920 of Los Angeles, State of California,as per map filed in Book 699, Pages 22 to 23, inclusive, of maps,in the office of the County Recorder of said County Lot 33 of Tract Map No. 27346, in the City of Azusa, 630 N. Glenfinnan Avenue 8612-001-911 County of Los Angeles, State of California, as per map filed in Book 699,Pages 22 to 23, inclusive, of maps, in the office of the County Recorder of said County Lot 35 of Tract Map No. 27346, in the City of Azusa, 606 N. Glenfinnan Avenue 8612-001-063 County of Los Angeles, State of California, as per map filed in Book 699,Pages 22 to 23, inclusive, of maps, in the office of the County Recorder of said County Lot 8 of Tract Map No. 27346, in the City of Azusa,County 600 E. 6th Street 8612-001-906 of Los Angeles, State of California, as per map filed in Book 699, Pages 22 to 23, inclusive,of maps,in the office of the County Recorder of said County Lot 9 of Tract Map No.27346, in the City of Azusa, County 610 E. 6th Street 8612-001-912 of Los Angeles, State of California,as per map filed in Book 699, Pages 22 to 23, inclusive,of maps,in the office of the County Recorder of said County Lot 11 of Tract Map No. 27346, in the City of Azusa, County of Los Angeles, State of California, as per map filed 630 E. 6th Street 8612-001-020 in Book 699,Pages 22 to 23, inclusive, of maps, in the office of the County Recorder of said County Lot 15 of Tract Map No. 27346, in the City of Azusa, 670 E. 6t1' Street 8612-001-919 County of Los Angeles, State of California, as per map filed in Book 699,Pages 22 to 23, inclusive, of maps, in the office of the County Recorder of said County Lot 23 of Tract Map No. 27346, in the City of Azusa, 616 N. Cedarglen Drive 8612-001-907 County of Los Angeles, State of California, as per map filed in Book 699, Pages 22 to 23, inclusive, of maps, in the office of the County Recorder of said County Lot 24 of Tract Map No. 27346, in the City of Azusa, 628 N. Cedarglen Drive 8612-001-908 County of Los Angeles, State of California,as per map filed in Book 699,Pages 22 to 23, inclusive, of maps, in the office of the County Recorder of said County 45636.04000\5864088.1 4 ADDRESS APN DESCRIPTION Portions of Lots 36 and 37 of Tract Map No. 27346, in the 601 N. Cedarglen Drive 8612-001-916 City of Azusa, County of Los Angeles, State of California, as per map filed in Book 699,Pages 22 to 23, inclusive, of maps, in the office of the County Recorder of said County Portions of Lots 36, 37, and 38 of Tract Map No.27346, in the City of Azusa, County of Los Angeles, State of 615 N. Cedarglen Drive 8612-001-917 California, as per map filed in Book 699, Pages 22 to 23, inclusive,of maps, in the office of the County Recorder of said County Portions of Lot 38 of Tract Map No.27346,in the City of 627 N. Cedarglen Drive 8612-001-918 Azusa,County of Los Angeles, State of California,as per map filed in Book 699,Pages 22 to 23, inclusive,of maps, in the office of the County Recorder of said County Lot 39 of Tract Map No.27346, in the City of Azusa, 630 N. Cedarglen Drive 8612-001-910 County of Los Angeles, State of California,as per map filed in Book 699, Pages 22 to 23, inclusive, of maps, in the office of the County Recorder of said County Lot 31 of Tract Map No.27346, in the City of Azusa, 611 E. Lime Street 8612-001-913 County of Los Angeles, State of California,as per map filed in Book 699,Pages 22 to 23, inclusive,of maps,in the office of the County Recorder of said County Lot 30 of Tract Map No. 27346, in the City of Azusa, 627 E. Lime Street 8612-001-909 County of Los Angeles, State of California,as per map filed in Book 699,Pages 22 to 23, inclusive, of maps, in the office of the County Recorder of said County Lot 28 of Tract Map No.27346, in the City of Azusa, 645 E. Lime Street 8612-001-914 County of Los Angeles, State of California,as per map filed in Book 699,Pages 22 to 23, inclusive, of maps, in the office of the County Recorder of said County 45636.04000\5864088.1 5 RESOLUTION NO. A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, CALIFORNIA, APPROVING THE OPTION AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA AND MERCY HOUSING CALIFORNIA, A CALIFORNIA NONPROFIT PUBLIC BENEFIT CORPORATION, AND MAKING CERTAIN FINDINGS PURSUANT TO CALIFORNIA HEALTH AND SAFETY CODE SECTION 33433 IN CONNECTION THEREWITH WHEREAS, pursuant to the California Community Redevelopment Law (Health & Safety Code Sections 33000, et seq.) ("CRL"), the City Council ("City Council") of the City of Azusa ("City") approved and adopted a Redevelopment Plan ("Redevelopment Plan") for the redevelopment Project Area known as the Merged Central Business District and West End Redevelopment Project Area("Project Area"); and WHEREAS, the Governing Board ("Board) of the Redevelopment Agency of the City of Azusa ("Agency") is engaged in activities to implement the Redevelopment Plan for the Project Area pursuant to the provisions of the CRL; and WHEREAS, the Agency owns real property located within the Project Area and generally located at the southwest corner of East Alosta Avenue and North Rockvale Avenue, which is more specifically described in Exhibit "A" ("Agency Property") attached hereto and incorporated into this Resolution by this reference; and WHEREAS, on January 18, 2011, the Agency and Mercy Housing California, a California nonprofit public benefit corporation ("Developer") entered into an Exclusive Negotiating Agreement ("ENA") with respect to the Agency Property for the purpose of negotiating the terms of a disposition and development agreement for the Agency Property for the development of an affordable housing project ("Project"); and WHEREAS, while the Agency and Developer continue to negotiate under the ENA, the Agency and Developer desire to enter into an Option Agreement ("Option Agreement") to grant Developer the option to purchase the Agency Property from Agency in order to develop the Project on the Agency Property in the event that the CRL is amended to prohibit development of the Project under a disposition and development agreement with the Agency; and WHEREAS, the Agency has determined that implementation of the Agreement: (1) is in the best interest of the City and the Agency and the health, safety and welfare of the City's taxpayers and residents and is in accordance with the public purposes set fort in the Redevelopment Plan and the CRL; (2) strengthens the City's land use and social structure; and (3)will assist in eliminating economic and physical blight in the City; and WHEREAS, pursuant to CRL Section 33433, the Agency may, with the consent of the City Council, approve the Option Agreement if the City Council makes certain findings following a noticed public hearing; and 45636.04000\5864088.1 1 WHEREAS, the Agency has prepared, and the City Council has reviewed and considered, a summary pursuant to CRL Section 33433 ("Summary") setting forth: (1) the cost of the Option Agreement to the Agency; (2) the estimated value of the interest to be conveyed; and (3) an explanation of how the conveyance of the Agency Property will assist in the elimination of blight within the Project Area and has made the Summary available for public inspection in accordance with CRL Section 33433; and WHEREAS, a copy of the Option Agreement is on file at the Office of the City Clerk; and WHEREAS, pursuant to CRL Section 33433, on February 21, 2011 and February 28, 2011, the City caused notice of a joint public hearing of the City Council and the Agency's Governing Board to be published in The Herald, a newspaper of general circulation within the Agency's territorial jurisdiction; and WHEREAS, pursuant to provisions of CRL Section 33433, the City Council and the Agency's Governing Board held a duly noticed joint public hearing on the proposed Project and on the proposed Option Agreement; and WHEREAS, pursuant to the provisions of the California Environmental Quality Act, Public Resources Code Section 21000 et seq. ("CEQA"), and Section 15332, Class 32 of the State's CEQA Guidelines, the conveyance of the Agency Property is exempt from the provisions of CEQA because it is an infill development consistent with the City's General Plan designations and policies as well as zoning designations and regulations; is less than five acres in size; the Agency Property has no value as habitat for biological resources; is adequately served by all required utilities and public services; and creates no significant traffic, noise, air quality or water quality impacts. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Azusa as follows: Section 1. Approval of 33433 Report. The Agency Board finds and determines, based on the information made available in the Summary Report, the staff report accompanying this Resolution and any oral presentation of staff, and other written and oral evidence presented to the Agency at or prior to the public hearing regarding the Agreement, that, pursuant to Health and Safety Code Section 33433: (a) The disposition of the Agency Property by the Agency to Developer under the Option Agreement will assist in the elimination of blight by providing for the redevelopment of vacant and/or underutilized Property; (b) The disposition of the Agency Property under the Option Agreement is consistent with the implementation plan adopted by the Agency for the Project Area; (c) The consideration received by the Agency for the disposition of the Agency Property to Developer is not less than the fair reuse value of the Property at the use and with the covenants and conditions and development costs authorized by the Option Agreement. 45636.04000\5864088.1 2 Section 2. Approval of Option Agreement. The Agency Board hereby approves the Option Agreement together with non-substantive changes and amendments as may be approved by the City Manager and the City Attorney, and authorizes the Executive Director to execute the Option Agreement. Section 3. CEQA. The Agency Board hereby finds and determines that the disposition of the Agency Property qualifies for a Categorical Exemption pursuant to Section 15332, Class 32 of the State CEQA Guidelines and directs the Agency Secretary to file all appropriate notices under CEQA with the Clerk of the Board of Supervisors of Los Angeles County within five (5) days following the date of adoption of this Resolution Section 4. The Agency Board hereby authorizes and directs the Executive Director and the Agency Counsel to take any action and execute any documents necessary to implement the Option Agreement. Section 5. The Agency Secretary shall certify to the passage and adoption of this Resolution and the same shall thereupon take effect and be in force immediately upon its adoption. APPROVED AND ADOPTED this 7th day of March, 2011. Chairman of the Redevelopment Agency of the City of Azusa ATTEST: Agency Secretary I HEREBY CERTIFY that the foregoing resolution was duly adopted by the City Council of the City of Azusa at a regular meeting held on the day of , 2011. AYES: NOES: ABSTAIN: ABSENT: City Clerk of the City of Azusa 45636.04000\5864088.1 3 EXHIBIT "A" Legal Description of Agency Property ADDRESS APN DESCRIPTION Lot 3 of Tract Map No. 27346, in the City of Azusa, County 641 N. Glenfinnan Avenue 8612-001-905 of Los Angeles, State of California,as per map filed in Book 699,Pages 22 to 23, inclusive, of maps,in the office of the County Recorder of said County Lot 4 of Tract Map No. 27346, in the City of Azusa, County 633 N. Glenfinnan Avenue 8612-001-915 of Los Angeles, State of California,as per map filed in Book 699, Pages 22 to 23, inclusive,of maps,in the office of the County Recorder of said County Lot 5 of Tract Map No.27346, in the City of Azusa, County 629 N. Glenfinnan Avenue 8612-001-920 of Los Angeles, State of California,as per map filed in Book 699,Pages 22 to 23, inclusive,of maps,in the office of the County Recorder of said County Lot 33 of Tract Map No. 27346, in the City of Azusa, 630 N. Glenfinnan Avenue ! 8612-001-911 County of Los Angeles, State of California,as per map filed in Book 699,Pages 22 to 23, inclusive, of maps, in the office of the County Recorder of said County Lot 35 of Tract Map No. 27346, in the City of Azusa, 606 N. Glenfinnan Avenue 8612-001-063 County of Los Angeles, State of California,as per map filed in Book 699,Pages 22 to 23, inclusive, of maps, in the office of the County Recorder of said County Lot 8 of Tract Map No.27346, in the City of Azusa, County 600 E. 6th Street 8612-001-906 of Los Angeles, State of California, as per map filed in Book 699,Pages 22 to 23, inclusive, of maps,in the office of the County Recorder of said County Lot 9 of Tract MapNo.27346, in the Cityof Azusa, County 610 E. 6th Street 8612-001-912 of Los Angeles, State of California,as per map filed in Book 699,Pages 22 to 23, inclusive,of maps,in the office of the County Recorder of said County Lot 11 of Tract Map No. 27346, in the City of Azusa, 630 E. 6th Street 8612-001-020 County of Los Angeles, State of California,as per map filed in Book 699,Pages 22 to 23, inclusive, of maps, in the office of the County Recorder of said County Lot 15 of Tract Map No. 27346, in the City of Azusa, County of Los Angeles, State of California,as per map filed 670 E. 6th Street 8612-001-919 in Book 699,Pages 22 to 23, inclusive, of maps, in the office of the County Recorder of said County Lot 23 of Tract Map No. 27346, in the City of Azusa, 616 N. Cedarglen Drive 8612-001-907 County of Los Angeles, State of California,as per map filed in Book 699,Pages 22 to 23, inclusive, of maps, in the office of the County Recorder of said County Lot 24 of Tract Map No. 27346, in the City of Azusa, 628 N. Cedarglen Drive 8612-001-908 County of Los Angeles, State of California,as per map filed in Book 699,Pages 22 to 23, inclusive, of maps, in the office of the County Recorder of said County 45636.04000\5864088.1 4 ADDRESS APN DESCRIPTION Portions of Lots 36 and 37 of Tract Map No. 27346, in the 601 N. Cedarglen Drive 8612-001-916 City of Azusa, County of Los Angeles, State of California, as per map filed in Book 699, Pages 22 to 23, inclusive, of maps, in the office of the County Recorder of said County Portions of Lots 36, 37,and 38 of Tract Map No. 27346, in the City of Azusa, County of Los Angeles, State of 615 N. Cedarglen Drive 8612-001-917 California,as per map filed in Book 699,Pages 22 to 23, inclusive,of maps, in the office of the County Recorder of said County Portions of Lot 38 of Tract Map No. 27346, in the City of Azusa,County of Los Angeles, State of California, as per 627 N. Cedarglen Drive 8612-001-918 map filed in Book 699,Pages 22 to 23,inclusive, of maps, in the office of the County Recorder of said County Lot 39 of Tract Map No. 27346, in the City of Azusa, 630 N. Cedarglen Drive 8612-001-910 County of Los Angeles, State of California,as per map filed in Book 699, Pages 22 to 23, inclusive,of maps, in the office of the County Recorder of said County Lot 31 of Tract Map No. 27346, in the City of Azusa, 611 E. Lime Street 8612-001-913 County of Los Angeles, State of California,as per map filed in Book 699,Pages 22 to 23, inclusive,of maps, in the office of the County Recorder of said County Lot 30 of Tract Map No. 27346, in the City of Azusa, 627 E. Lime Street 8612-001-909 County of Los Angeles, State of California,as per map filed in Book 699, Pages 22 to 23, inclusive, of maps, in the office of the County Recorder of said County Lot 28 of Tract Map No. 27346, in the City of Azusa, 645 E. Lime Street 8612-001-914 County of Los Angeles, State of California, as per map filed in Book 699,Pages 22 to 23, inclusive,of maps, in the office of the County Recorder of said County 45636.04000\5864088 1 j • SUMMARY REPORT PURSUANT TO SECTION 33433 OF THE CALIFORNIA COMMUNITY REDEVELOPMENT LAW REGARDING A PROPOSED OPTION AGREEMENT BETWEEN THE AZUSA REDEVELOPMENT AGENCY AND MERCY HOUSING CALIFORNIA MARCH 7, 2011 INTRODUCTION This document is the Summary Report ("Report") for the Option Agreement ("Agreement") by and between the Azusa Redevelopment Agency ("Agency") and Mercy Housing California ("Mercy") for the conveyance of Agency-owned property for an affordable, multi-family residential development. The Agreement provides for the following: • An option for Mercy to acquire eighteen (18) Agency-owned parcels totaling approximately 117,291 square feet (2.69 acres) in the area commonly known as "Atlantis Gardens", located generally southwest of the intersection of East Alosta Avenue and North Rockvale Avenue in the Merged Redevelopment Project Area (see Attachment A for a listing of the Agency parcels). • The construction of a minimum of 72 and a maximum of 100 rental apartments units on the Agency property as part of the larger Atlantis Gardens Neighborhood Rehabilitation Project. • The restriction of all units to 60% or lower of the Area Median Income for Los Angeles County (low income and very-low income). This Report has been prepared pursuant to Section 33433 of the California Health and Safety Code (California Community Redevelopment Law or "CCRL") and contains the following sections: 1. Background of the proposed development. 2. A summary of the proposed Agreement. 3. The cost of the Agreement to the Agency. 4. The estimated value of the interest to be conveyed, determined at the highest and best use permitted by City development standards and the Agency's Redevelopment Plan. 5. The estimated value of the interest to be conveyed determined at the use with the conditions, covenants, and development costs required by the Agreement. 6. An explanation of why the sale of property pursuant to the Agreement will assist in the elimination of blight. 7. Conformance with the Agency's Five-Year Implementation Plan. BACKGROUND OF PROPOSED DEVELOPMENT In November 2008, the Agency issued $11.58 million in Series B Housing Tax Allocation Bonds in order to provide resources for the acquisition of properties in the Atlantis Gardens 1 neighborhood for the purpose of developing an integrated affordable housing project. Between April 2009 and January 2011, the Agency entered into purchase and sale agreements and closed escrow on 18 parcels totaling 117,291 square feet (2.69 acres) in area. The Agency paid $11.73 million for the property, financed by a combination of the 2008 Bond proceeds and the 20% Housing Set-Aside Fund. On July 19, 2010 the Agency Board authorized the issuance of a Developer Request for Proposal ("RFP") for the Atlantis Gardens Neighborhood Rehabilitation Project to the firms on the Agency's Affordable Housing Pre-Qualification List. This RFP was issued on July 20, 2010. Prior to the September 23, 2010 deadline, the Agency received five proposals. Following the evaluation and scoring of these proposals by staff and the Agency's Ad Hoc Affordable Housing Subcommittee, the Agency selected Mercy Housing California as its development partner on December 6, 2010. The Agency then approved an Exclusive Negotiating Agreement with Mercy on January 18, 2011 for the purpose of establishing parameters and a timeframe for negotiating the terms of a Disposition and Development Agreement ("DDA") to implement the Atlantis Gardens Project. SUMMARY OF PROPOSED AGREEMENT The proposed Option Agreement is intended to give Mercy Housing a binding property interest in the 18 Agency parcels while negotiating the terms of a DDA. By exercising the Option, Mercy would then be bound to proceed with the development of the Atlantis Gardens project including entitlements and financing. The following summarizes the major provisions of this Agreement: 1) Term: Five year option term 2) Option Price: Mercy must pay the Agency $500 to receive the Option 3) Property: Up to 18 parcels owned by the Agency (or its successors). The exercise of the option and/or the acquisition of property may occur in phases. 4) Property Purchase Price: One Dollar($1.00)per parcel. 5) Due Diligence: Six months from the effective date of the Agreement. Mercy must approve changes in Property condition that occur after due diligence. 6) Development Required: Mercy would be required to utilize the Agency's property to develop a minimum of 72 and a maximum of 100 affordable rental units. No further approvals required from Agency if actual number of units falls within this range. It should be noted that this provision is intended to identify development obligations relating only to the Agency property covered by the Agreement. Mercy would still seek to acquire the remaining privately-held Atlantis Gardens properties under the terms of a DDA. 7) Affordability: The maximum income levels for tenants would be restricted to 60% of Area Median Income for Los Angeles County. Some units may be lower, but all units would be restricted to the 60%AMI maximum under the Agreement. No further approvals required from Agency if affordability falls at/below this maximum limit. 8) Conditions to Close: Mercy must have financing and entitlements in place for the applicable Phase of the Project. 2 9) Termination of Option: The Option would terminate when the Agency approves a DDA for the Atlantis Gardens Project. 10)Closing: Escrow would close within 90 days of Mercy's exercise of Option. The Agreement would also allow for multiple closings to accommodate Project phasing. THE COST OF THE AGREEMENT TO THE AGENCY The Agency purchased its 18 parcels for$11.75 million. In addition,the Agency has also incurred other costs associated real estate transactions, site preparation, and environmental, legal and consulting services. The improvements on 16 of the Agency-owned properties have been demolished and asbestos contamination abated. The following is a detailed listing of all Agency- related costs associated with the 18 Atlantis Gardens parcels acquired: Purchase Price $11,746,800 Appraisal Fees 35,400 Land Preparation 445,045 Legal Services 30,628 Maintenance & Repairs 8,983 Professional Services 5,336 Program Consultants 148,011 Program Expenses 1,498 Total $12,421,701 ESTIMATED VALUE OF INTEREST TO BE CONVEYED The Agency's average acquisition cost for the 18 Atlantis Gardens parcels from April 2009 through January 2011 was $163,000 per dwelling unit. Since then, all but two of the four-unit apartments have been demolished. Since it is envisioned that the Agency Property will be utilized by Mercy for newly constructed affordable units, it is appropriate to evaluate the value of the interest to be conveyed as vacant land. On June 25, 2010,the Agency commissioned an appraisal of 28,000 square feet(0.64 acres)of Agency owned property located at the northwest corner of Alameda Avenue and 9th Street in the Merged Redevelopment Project Area. This appraisal, conducted by R.P. Laurain&Associates, Inc. estimated the fair market value at$590,000 for the 0.64 acre property($21.07 per square foot). Since the zoning of the 9th Street and Alameda Avenue property is comparable to the Atlantis Gardens neighborhood, the Agency has applied the same price per square foot to evaluate the value of its 18 Atlantis Gardens parcels. Utilizing this approach, it is estimated that the fair market value of these 18 parcels is $2,471,489. ESTIMATED VALUE OF THE INTEREST TO BE CONVEYED,DETERMINED AT THE USE AND WITH THE CONDITIONS, COVENANTS,AND DEVELOPMENT COSTS REQUIRED BY THE AGREEMENT 3 Attachment 2 to this Summary Report is a reuse analysis that provides a financial analysis of the Project based upon the conditions, covenants, and development costs required by the Agency. Based upon the conditions of the Agreement, the estimated value of the interest being conveyed is One Dollar ($1.00) per parcel. This reflects the fair reuse value of the property that must be developed with the conditions, covenants, and development costs that will be required by the Agency under the terms of the Agreement. EXPLANATION OF WHY THE SALE OF THE PROPERTY PURSUANT TO THE AGREEMENT WILL ASSIST IN THE ELIMINATION OF BLIGHT The actions contemplated by the Agreement will help to insure the redevelopment of properties that are currently blighted, vacant and/or underutilized. Furthermore, the Agency's disposition of the Site to the Developer, and the Developer's acquisition of the Site and construction of the Improvements pursuant to the terms of the Agreement, are in the vital and best interest of the City and the health, safety, morals and welfare of its residents, and in accord with the public purposes and provisions of applicable state and local laws and requirements under which the redevelopment of the Project has been undertaken. The Agency's adopted 2010-2014 Five-Year Implementation Plan indicated that conditions of blight still existing within the Project Area include one or more of the following: i) buildings in which it is unsafe or unhealthy for persons to live or work; ii) factors that prevent or substantially hinder the economically viable use or capacity of buildings or lots such as accessibility, and lack of adequate infrastructure; iii) depreciated property values or impaired investments; iv) inadequate public facilities or utilities; and v) incompatible uses. Insofar as the Project will develop vacant and underutilized parcels in conformance with the General Plan, it will be providing a use that is compatible with the surrounding neighborhood. The Project will also be built to existing codes and thereby provide facilities that will be safe and healthy for people to live and work. CONFORMANCE WITH THE AGENCY'S FIVE YEAR IMPLEMENTATION PLAN On December 7, 2009 the Agency adopted a Five-Year Implementation Plan for the period 2009- 10 through 2013-14. The Housing Compliance portion of this Plan indicated the Agency's goal of providing 297 units affordable to moderate, low, and very low income households during this period. The Atlantis Gardens Neighborhood Rehabilitation Project envisions a maximum of 230 units towards this target. In addition, the Five-Year Implementation Plan set forth the following goals for the elimination of blight and the provision of affordable housing in the Merged Project Area: 1) Invest in projects and programs that remove barriers to investment in the Project Area; 2) Invest in projects and programs that promote visual attractiveness in the Project Area; 3) Identify, participate, and monitor housing programs that meet the Agency's inclusionary and replacement low and moderate income housing requirements and the City's housing element; 4) Identify and assist housing projects that leverage additional private investment and which may leverage additional public funds leading to an increase in the community's housing stock; 5) Provide for the development and implementation of appropriate and feasible housing programs to increase, improve or preserve affordable housing. The Agreement serves to implement these goals. 4 ATTACHMENT 1 LISTING OF AGENCY PROPERTY Address API 641 N. Glenfinnan Avenue 8612-001-905 633 N. Glenfinnan Avenue 8612-001-915 629 N. Glenfinnan Avenue 8612-001-920 630 N. Glenfinnan Avenue 8612-001-911 606 N. Glenfinnan Avenue 8612-001-063 600 E. 6th Street 8612-001-906 610 E. 6th Street 8612-001-912 630 E. 6th Street 8612-001-020 670 E. 6th Street 8612-001-919 616 N. Cedarglen Drive 8612-001-907 628 N. Cedarglen Drive 8612-001-908 601 N. Cedarglen Drive 8612-001-916 615 N. Cedarglen Drive 8612-001-917 627 N. Cedarglen Drive 8612-001-918 630 N. Cedarglen Drive 8612-001-910 611 E. Lime Street 8612-001-913 627 E. Lime Street 8612-001-909 645 E. Lime Street 8612-001-914 5 ATTACHMENT 2 REUSE ANALYSIS REGARDING A PROPOSED OPTION AGREEMENT BETWEEN THE AZUSA REDEVELOPMENT AGENCY AND MERCY HOUSING CALIFORNIA State of California Health and Safety Code ("H &S Code") Section 33433 provides that before a redevelopment agency sells or leases property acquired in whole or in part, directly or indirectly, with tax increment moneys for-development pursuant to the redevelopment plan, the sale shall first be approved by the legislative body by resolution after public hearing. REQUIREMENTS OF A SUMMARY REPORT The agency shall make available, for public inspection and copying at a cost not to exceed the cost of duplication, a report that contains 1) a copy of the proposed sale or lease, and 2) a summary which describes and specifies all of the following: • The cost of the agreement to the agency, • The estimated value of the interest to be conveyed or leased, • The estimated value of the interest to be conveyed or leased, determined at the use and with the conditions, covenants, and development costs required by the sale or lease; the purchase price or present value of the lease payments which the lessor will be required to make during the term of the lease. If the sale price or total rental amount is less than the fair market value of the interest to be conveyed or leased, determined at the highest and best use consistent with the redevelopment plan, then the agency shall provide as part of the summary an explanation of the reasons for the difference ("Reuse Analysis"). • An explanation of why the sale or lease of the property will assist in the elimination of blight, and • The report shall be made available to the public no later than the time of publication of the first notice of the hearing mandated by this section. FINDINGS REQUIRED The resolution approving the lease or sale shall be adopted by a majority vote unless the legislative body has provided by ordinance for a two-thirds vote for that purpose and shall contain a finding that the sale or lease of the property will assist in the elimination of blight or provide housing for low- or moderate income persons, and is consistent with the implementation plan adopted pursuant to Section 33490 of the H& S Code. The resolution shall also contain one of the following findings: (1) The consideration is not less than the fair market value at its highest and best use in accordance with the plan, or (2) The consideration is not less than the fair reuse value at the use and with the covenants and conditions and development costs authorized by the sale or lease. 6 REUSE ANALYSIS This document is the Reuse Analysis required by Section 33433 for the proposed Option Agreement ("Agreement") between the Azusa Redevelopment Agency ("Agency") and Mercy Housing California ("Mercy") for the conveyance of Agency-owned property for an affordable, multi-family residential development. In terms of this Reuse Analysis, it is presumed that Mercy will utilize eighteen (18) Agency-owned parcels ("Agency Property") totaling approximately 117,291 square feet (2.69 acres) in the area commonly known as "Atlantis Gardens" as part of a larger neighborhood rehabilitation project pursuant to a development proposal submitted to the Agency by Mercy on September 23, 2010 ("Project"). Based on a recent comparable appraisal of other Agency property, it is estimated that the fair market value of the Agency's 18 parcels is $2,471,489. Basis for Determining Reuse Value The reuse value of the Site may be calculated as the balance of debt and equity funds obtainable for the Project that remains after paying for all other costs of development of the Site. In turn,the debt and equity funds obtainable for the Project are a function of the net operating revenue generated by the Project. Therefore, to determine the reuse value of the Site, the following analysis compares the costs of development with obtainable debt and equity funds resulting from the Project's income generating potential, which allows a determination of the balance of funds available to pay for the Property. The proposed Option Agreement gives Mercy the right to acquire the Agency Property for One Dollar ($1.00) per parcel. However, Mercy's proposal envisions incorporating the Agency Property into the Project along with the 21 remaining privately-owned parcels in a multi-phased development. Consequently, for the purposes of this Reuse Analysis, the calculation of sources and uses of construction funds as well as net operating income will be based on the entire Project rather than just the component related to the Agency Property. Summary of Reuse Analysis This analysis concludes that the supportable reuse value of the Agency-owned parcels is One Dollar($1.00) each. 1. Sources of Funds. Exhibit A sets forth the permanent funding sources for the Project. The "Sources of Funds" column lists the anticipated sources of debt and equity to pay the costs of development for the Project. As generally described in Exhibit A, the anticipated funding sources include: a conventional mortgage, 9% Tax Credit Equity, deferred general partner equity, HOME Funds, Agency land donation, Affordable Housing Program (AHP) funds, and City of Industry funds managed by the Los Angeles County Community Development Commission.). These funding sources total $74,727,432. 2. Uses of Funds. Exhibit A also sets forth the costs of the Project. The "Uses of Funds", provides an itemized list of the anticipated costs of development in the total estimated amount of$74,727,432. 7 3. Project Net Operating Income. The amounts of the anticipated debt and equity funding sources described above are a direct function of the revenue-generating potential of the Project to service such debt and equity. Table 1 below depicts the revenue generating potential of the Project to support development and operating costs. The Net Operating Income as shown reflects income that is derived entirely from the rental of the residential units within the Project (less a 5% vacancy factor) as well as projected expenses and replacement reserves. Since the units will be restricted to extremely low income and very low income households under the terms of the Agreement, the gross rental income is limited to an amount well below the market rents that could otherwise be obtained. For the data provided in Table 1, the revenues, operating expenses and debt service costs have been calculated in terms net present value for the 15-year projected cash flows for each of the three Project phases. In each cash flow, annual rental income was escalated at a 2.5 percent annual rate while operating costs are escalated at a 3.5 percent annual rate from the amount in the year of lease-up. After subtracting annual operating costs (including replacement reserves but excluding debt service) from annual income, the Net Operating Income amount shows the balance of the annual income available to pay debt service on the private loans that will be required to make up the Project funding gap. The remaining Net Cash Flow will be applied to the developer fees that will be deferred in order to help fund the project. Table 1 Summary of Project Cash Flows Phase 1 Phase 2 Phase 3 Net Operating Income (1) $1,917,556 $1,859,141 $2,464,026 Debt Service (2) $1,828, 068 $1,853,520 $2,451,789 Net Cash Flow $89,488 $5,622 $12,237 Deferred Developer Fee $347,000 $464,000 $302,000 (1)Project rental income increased by 2.5%per year while operating expenses increased by 3.5%annually.The net present value of the resulting NOI was computed at a 6% discount rate. (2)The net present value of annual debt service payments was computed at a 3%discount rate. 4. Reuse Value. As described above, the annual rental and service income from the Project is fully used in meeting annual operating costs, servicing the debt (including minimal debt coverage) necessary to pay the costs of development, and allowing for recovery of the deferred Developer Fee. Consequently, there is no cash flow remaining to support additional debt or equity and the Project would not be financially feasible if the costs of development, including the Purchase Price, were any higher. In other words, as a result of the housing costs restrictions and the development requirements that will be imposed by the Agreement, the $1.00 purchase price for each Agency-owned parcel is the highest purchase price that can be paid given the other costs of development, the revenue- generating potential of the Project, and the amount of debt and equity funds that can be supported by such revenue. The purchase price of$1.00 provided for in the Agreement has been established expressly in recognition of the economics of the Project, as summarized in this reuse analysis. 8 CONCLUSION For an investment of approximately $12,421,701, the Agency will help to cause the redevelopment of the Atlantis Gardens Neighborhood which will include the construction of a minimum of 72 and a maximum of 100 rental apartments units on the Agency Property as part of the larger Atlantis Gardens Neighborhood Rehabilitation Project which envisions an overall maximum of 230 rental units. In addition, the Project will include associated common spaces, parking, landscaping and a community center for the residents. As set forth in the Agreement,the units incorporating the Agency Property will be made available to extremely low and very low income persons for a period of 55 years. 9 Exhibit A Atlantis Gardens Neighborhood Rehabilitation Project Combined Sources and Uses of Funds* Per Atount Unit Permanent Sources of Funds Conventional Mortgage $6,349,559 $32,899 Tax Credit Equity $34,979,859 $181,243 AHP $1,900,000 $9,845 HOME $8,782,185 $45,504 COI $7,970,270 $41,297 Land Donation/Agency Relocation/Demolition $13,632,559 $70,635 Deferred Developer Fees $1,113,000 $5,767 Total Permanent Sources $74,727,432 $387,189 Uses of Funds Acquisition $24,972,890 $129,393 Hard Costs $30,514,348 $158,105 Architectural $1,050,000 $5,440 Engineering $425,000 $2,202 Construction Interest&Fees $3,321,336 $17,209 Permanent Financing $198,496 $1,028 Legal $150,000 $777 reserves $798,350 $4,137 Contingencies $4,041,472 $20,940 Other Costs $4,755,540 $24,640 Developers Costs $4,200,000 $21,762 Syndication $300,000 $1,554 Total Uses $74,727,432 $387,189 Surplus/Gap $0 $0 * Combined Sources and Uses of Funds for all three phases anticipated in Mercy's proposal 10 OPTION AGREEMENT THIS OPTION AGREEMENT (this "Agreement") is dated for reference purposes as of March_, 2011, by and between the Redevelopment Agency of the City of Azusa, a public body, corporate and politic ("Agency"), and Mercy Housing California, a California nonprofit public benefit corporation("Mercy"),with reference to the following facts: RECITALS A. The Agency acquired fee title to and remains the current owner of certain real property located within the City of Azusa("City")and generally located at the southwest corner of East Alosta Avenue and North Rockvale Avenue, consisting of eighteen separate parcels (the "Parcels"), and more specifically described in the legal description attached to this Agreement as Exhibit"A" and incorporated into this Agreement by this reference(collectively,the"Property"). B. Mercy desires to obtain an option to purchase the Property from Agency,and Agency is willing to grant to Mercy an option to purchase the Property,subject to the terms and conditions of this Agreement,in order to develop affordable housing on the Property. The parties intend that the Property may be sold to Mercy in multiple phases containing those Parcels which Mercy selects for a phase of construction("Phases"),or the entire Property may be sold to Mercy at one time,in Mercy's discretion. C. The Agency and Mercy intend that the option granted by this Agreement constitutes a binding interest in real property, specifically enforceable against the Agency and its successors in interest with respect to the ownership of the Property. D. The Agency and Mercy have entered into an Exclusive Negotiating Agreement with respect to the Property dated as of February_, 2011 (the"ENA"). The parties desire to enter into this Agreement while the parties are negotiating the terms of a Disposition and Development Agreement which would include the Property. In the event that the parties mutually agree upon and execute a Disposition and Development Agreement, the parties intend that the Disposition and Development Agreement would supersede this Agreement. NOW THEREFORE,for valuable consideration,receipt of which is hereby acknowledged, Mercy and Agency hereby agree as follows: ARTICLE 1 OPTION 1.1 The Property. Agency hereby grants to Mercy an option (the "Option") to purchase the Property from Agency upon the terms,covenants and conditions hereinafter set forth. For purposes hereof, the "Property" shall mean and include all buildings, structures and improvements (collectively the "Improvements") located on the Property (if any), all permits, licenses and approvals relating to the Property,all mineral and water rights owned by Agency in connection with the Property, and other rights appurtenant to the Property. 45636.04000\5859944.4 1 1.2 Effective Date. For purposes of this Agreement,the "Effective Date" shall be the date set forth in the first paragraph hereof. 1.3 Option Consideration. Agency hereby acknowledges that this Agreement has been entered into by Agency and the Option has been granted to Mercy in consideration of Mercy's payment of the sum of Five Hundred Dollars ($500.00)to Agency(the"Option Payment"),receipt of which is hereby acknowledged by Agency. The Option Payment shall not be credited towards the Purchase Price of the Property. • 1.4 Term. 1.4.1 The term of the Option ("Term") shall commence on the Effective Date and shall expire five(5)years after the Effective Date (the "Outside Date"). 1.4.2 The parties hereto agree that Mercy shall record in the Official Records of Los Angeles County, California any Option Notice or a memorandum thereof. 1.5 Exercise of Option. 1.5.1 Mercy may exercise the Option for a Phase or the entire Property by written notice to Agency (an "Option Notice") at any time during the Term, provided that Mercy has satisfied the conditions set forth in Section 1.5.2 hereof. Notwithstanding the foregoing, Mercy shall not be entitled to exercise the Option while the ENA is in effect, or within sixty (60) days after the expiration or termination of the ENA. Each Option Notice shall specify that Mercy is exercising the Option for the entire Property,or for individual Parcels within the Property. If Mercy fails to deliver the Option Notice to Agency by the Outside Date for any Parcels within the Property, then the Option shall automatically terminate as to those Parcels for which no Option Notice has been delivered. 1.5.2 Mercy's right to effectively deliver the Option Notice for a Phase or the entire Property shall be conditioned upon the following conditions precedent: (a) Mercy shall have obtained financing which is, in Mercy's sole and absolute determination, sufficient for the construction of affordable housing units on that Phase or the entire Property, as applicable. (b) Mercy shall have obtained all land use entitlements (except grading and building permits) necessary for the construction of affordable housing units on that Phase or the entire Property, as applicable. (c) At least sixty(60)days has elapsed since the expiration or termination of the ENA. 1.5.3 Following satisfaction of the conditions set forth in Section 1.5.2 above, and upon Mercy timely giving the Option Notice to Agency,Mercy and Agency shall be bound to consummate the sale of the Property. 45636.04000\5859944.4 2 ARTICLE 2 PURCHASE PRICE 2.1 Amount. The purchase price for the Property shall be One Dollar ($1.00) for each Parcel (the"Purchase Price"). 2.2 Payment. The Purchase Price for each Phase or the entire Property, as applicable, shall be payable at the Closing(defined below)for such Phase or the entire Property,as applicable, in cash or immediately available funds. • ARTICLE 3 COMPLETION OF SALE 3.1 Place and Date. The purchase and sale of the Property shall be completed in accordance with Article 9 hereof(the "Closing"). The Closing shall occur through an escrow(the "Escrow") with Lawyers Title Insurance Company (the "Title Company"),whose address is 801 Figueroa Street, #870, Los Angeles, California 90017, or such other title company as Agency and Mercy agree in writing. The Escrow for a Phase or the entire Property,as applicable, shall be deemed open on the date Mercydelivers the Option Notice. Subject to the conditions precedent P described in Article 8 hereof, the Closing for a Phase or the entire Property, applicable, shall occur within ninety as (90) days after the Option Notice for that Phase, unless extended by Agency and Mercy in writing (the "Closing Date"). In the event there exists a failed condition to Mercy's or Agency's obligation to close escrow and Mercy and Agency do not agree to extend the Closing Date, or such failed condition exists after expiration of any such extension, then the party for whose benefit such condition exists may waive the condition by written notice to the other party and to the Title Company. The Escrow for a Phase or the entire Property,as applicable, shall be considered closed when the Grant Deed(defined below)for that Phase or the entire Property,as applicable,is recorded in the Official Records of Los Angeles County, California. 3.2 Escrow Instructions. This Agreement shall constitute escrow instructions to and for the benefit of the Title Company to facilitate the Closings. Prior to the Closing Date for each Phase, Agency and Mercy shall each give any additional written escrow instructions("Supplemental Escrow Instructions") to the Title Company which are necessary for the Closing in accordance with this Agreement,provided that any such Supplemental Escrow Instructions must be consistent with the terms of this Agreement. In the event there is a conflict between any such Supplemental Escrow Instructions and the provisions of this Agreement, the provisions of this Agreement shall control. ARTICLE 4 REVIEW OF THE PROPERTY 4.1 Delivery of Documents. Within five (5) business days after receipt of the Option Notice, Agency shall deliver to Mercy the following documents, if they exist, and to the extent such documents are in Agency's actual possession(without any duty to generate or obtain the same from third parties): 4.1.1 Contracts. One copy of all written contracts and agreements relating to the leasing, management, operation, service, maintenance or repair of the Parcels that are the subject of the 45636.04000\5859944.4 3 Option Notice and all other contracts and documents of significance to the Parcels that are the subject of the Option Notice. 4.1.2 Permits. One copy of all building permits, certificates of substantial completion, certificates of occupancy,and other permits,licenses and approvals relating to the Parcels that are the subject of the Option Notice. 4.1.3 Surveys aid Assessments. One copy of any surveys of the boundaries of the Parcels in the Phase;and one copy of any and all engineering,assessments,reports and/or surveys regarding the physical, soils, geological,wetlands,and/or environmental condition of the Parcels that are the subject of the Option Notice. Mercy acknowledges and agrees that any documents delivered to Mercy pursuant to this Agreement or otherwise to facilitate Mercy's Studies(as defined below)shall be delivered to Mercy without any representations or warranties by Agency with the exception of the representation set forth in Section 6.2 hereof. Mercy expressly agrees that (a) any documents and information furnished by Agency to Mercy are for informational purposes only and without representation or warranty as to their accuracy or the completeness of their contents; and(b) Mercy will not rely on such documents and information and will conduct its own due diligence and Studies relating to the Property and to all matters referred to in such documents and information. 4.2 Access for Review. 4.2.1 Studies Generally. From the Effective Date to the Closing Date,Agency shall provide Mercy and Mercy's agents and representatives with access to the Property, the Plans and Specifications,all engineering and other reports and studies relating to the Property at all reasonable times to make such reasonable inspections, tests, copies, verifications, and studies ("Studies") as Mercy considers reasonably necessary or desirable for the sole purpose of conducting geotechnical and environmental investigations in connection with Mercy's acquisition and use of the Property. Mercy shall have the right to conduct such Studies during the first six months after the Effective Date(the"Due Diligence Period"), and at other periods of time selected by Mercy in its discretion, each period preceded by at least fifteen(15)days written notice to Agency. Mercy shall not damage or alter the Property in any material respect as a result of such inspections,tests,studies,surveys and verifications and shall otherwise conduct the same so as not to unreasonably interfere with present operations, if any, on the Property. Any such Studies shall be made at Mercy's sole cost and expense. If the purchase and sale of the Property is not completed for any reason, Mercy shall promptly deliver to Agency upon termination of this Agreement at no cost to Agency copies and the results of any and all Studies made by or at the request of Mercy. 4.2.2 Intrusive Studies. If Mercy plans to undertake any Studies on or about the Property which involve intrusion to the surface of the Property or the use of any testing,monitoring or other equipment, then Mercy must (a) give Agency advance written notice describing the scope and schedule of the work or activities involved in the Studies and the identity of the contractor, (b)prior to any entry on to the Property,deliver to Agency proof of commercial general liability insurance of at least $1,000,000.00 covering any and all parties entering the Property to perform such intrusive studies and listing Agency as additional insured,and(c)after the completion of the work or Studies, 45636.04000\5859944.4 4 restore the Property to a condition substantially similar to that existing at the time immediately prior to the work or Studies. 4.2.3 Delivery To Agency. In the event Mercy shall terminate this Agreement based upon the results of its Studies or for any reason (other than a default by Agency) fails to exercise the Option to purchase the Property,then upon said termination or upon said failure to purchase Mercy shall immediately deliver to Agency copies of all documents,reports,written materials and Studies which are in the possession of Mercy (or any agents or other parties which Mercy controls) and which relate in any way to the Property or to its quality, condition, use, development or developability(collectively,the"Returned Materials"). Said Returned Materials shall be delivered to Agency without cost and expense to Agency and as additional consideration to Agency for entering into this Agreement. The provisions of this Section 4.2.3 shall survive the termination of this Agreement. 4.3 Due Diligence Approval. Mercy shall deliver to Agency a written approval or disapproval of each Parcel, in Mercy's sole and absolute discretion, within six months after the Effective Date. Unless the parties agree otherwise,the Option shall terminate as to any Parcel disapproved by Mercy, but shall remain in effect as to any Parcel which has been approved. Mercy shall have the further right to approve or disapprove any changes to the condition of the approved Parcels which occurs after the date of Mercy's notice of approval. ARTICLE 5 TITLE TO THE PROPERTY 5.1 Fee Title. 5.1.1 Grant Deed. On the Closing Date for each Phase or the entire Property,as applicable, Agency shall convey good and marketable fee simple title to the Parcels that are the subject of the Option Notice to Mercy by means of a duly executed and acknowledged Grant Deed (the "Grant Deed") in the form of Exhibit B attached hereto, reciting that title is subject to real property taxes and assessments not yet due and payable,matters ascertainable by a reasonable inspection and survey of the Property,matters of public record and any additional off-record matters approved by Mercy (the "Permitted Exceptions"). 5.1.2 Permitted Exceptions. (a) Agency shall use good faith,due diligence and reasonable efforts to cause the Title Company to deliver to Mercy within ten(10)calendar days after the Effective Date,one copy of a current preliminary title report (the "Title Report") issued by the Title Company covering the Property and one copy of each underlying recorded document shown as an exception in such Title Report (the Title Report and said underlying documents being referred to herein as the "Title Documents"). Mercy's title to the Property shall be insured by the Title Company by means of the Title Policy. (b) Within the Due Diligence Period, Mercy shall notify Agency in writing of those exceptions indicated on the Title Report that Mercy approves and those exceptions that Mercy disapproves. If Mercy fails to deliver written notice to Agency of any exceptions indicated on the 45636.04000\5859944.4 5 Title Report disapproved by Mercy,then all such items shall be deemed disapproved by Mercy. Any exceptions indicated on the Title Report and approved by Mercy shall constitute permitted exceptions ("Permitted Exceptions") in connection with the issuance of the Title Policy. If Mercy notifies Agency of its disapproval of any exceptions indicated on the Title Report,then Agency shall have ten (10) calendar days after such notice to advise Mercy in writing of any such exceptions which Agency is unable or unwilling to remove at the close of Escrow(other than the lien of deeds of trust or other monetary obligations, which Agency shall be required to remove at the close of Escrow). If Mercy fails to approve in writing,within ten(10)calendar days of receiving such notice from Agency, those exceptions which Agency is unable or unwilling to remove at the close of Escrow,then either party may,by written notice to the other and the Title Company,terminate this Agreement as to the affected Parcel only and, unless otherwise provided herein, the rights and obligations of the parties hereunder with respect to the affected Parcel only. Failure of Mercy to so terminate this Agreement as to the affected Parcel shall be deemed Mercy's waiver of its previous title objections. ARTICLE 6 REPRESENTATIONS AND WARRANTIES 6.1 As-Is Conveyance. Mercy acknowledges that if Mercy exercises the Option,Mercy shall be acquiring the Property "AS-IS, WHERE-IS, IN ITS CURRENT CONDITION, WITH ALL FAULTS"and in reliance upon its own Studies,investigations and due diligence. No person acting on behalf of Agency is authorized to make (and by execution hereof, Mercy acknowledges and agrees that, with the exception of those representations and warranties contained in Section 6.2, Agency has not made,does not make and specifically negates and disclaims)any representations or warranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future,with regard to the Property,including without limitation(1)its value;(2)its nature, condition or quality (including without limitation, its water, soil and geology);(3) its compliance with any laws,rules,ordinances or regulations of any applicable governmental authority or body;(4) its suitability for activities which Mercy may desire to conduct thereon; (5) its suitability for the development, remodeling, or improvements desired by Mercy or the ability of Mercy to develop, remodel or improve the Property;(6)the income to be derived from the Property;(7)the habitability, merchantability,profitability or fitness for a particular purpose of the Property;(8)the environmental condition of the Property;and(9)the manner,quality,state of repair or lack of repair of the Property. 6.2 Agency Representations and Warranties. Notwithstanding Section 6.1, the representations and warranties of Agency in this Section 6.2 are a material inducement for Mercy to enter into this Agreement. Mercy would not purchase the Property from Agency without such representations and warranties of Agency. With the foregoing limitations, Agency represents and warrants to Mercy as of the date of this Agreement as follows: 6.2.1 Power and Authority. Agency has full power and authority to enter into this Agreement and to perform this Agreement. The execution, delivery and performance of this Agreement by Agency have been duly and validly authorized by all necessary action on the part of Agency. This Agreement is a legal, valid and binding obligation of Agency, enforceable against Agency and its successors and assigns in accordance with its terms. 45636.04000\5859944.4 6 6.2.2 Documents True and Correct. All of the copies of the documents delivered to Mercy pursuant to Section 6.2 hereof are true, correct and complete copies of all originals of such documents. 6.2.3 Environmental Condition. Agency has previously made to Mercy all disclosures required pursuant to California Health and Safety Code Section 25359.7, namely as to whether Agency knows or has reasonable cause to believe that any release of a Hazardous Substance has come to be located on or beneath the Property. For purposes of this Agreement, "Hazardous Substances"shall mean any substance or material defined or designated as hazardous or toxic waste, hazardous or toxic material, a hazardous, toxic or radioactive substance, hazardous or potentially hazardous to human health,or other similar term,by any federal,state or local environmental and/or health statute, regulation, or ordinance presently in effect. 6.2.4 No Pending Actions or Encumbrances. There are no actions, proceedings or investigations of any kind pending or, to the best knowledge of Agency, threatened or being contemplated against or involving the Property or any part thereof and there are no valid bases for any such actions,proceedings or investigations. There is no special assessment or condemnation or eminent domain action pending or, to the best knowledge of Agency, threatened or being contemplated with respect to the Property or any part thereof. There is no legal or administrative action or proceeding pending to contest or appeal the amount of real property taxes or assessments levied against the Property or any part thereof or the assessed value of the Property or any part thereof for any real property tax purposes. Agency has provided all relocation assistance and benefits required to be provided under federal and state relocation law with respect to the Agency's acquisition of the Property,the demolition of the improvements thereon,the Agency's management and operation of the Property, and the conveyance of the Property to Mercy, or will cause all such relocation assistance and benefits to be provided. 6.2.5 FIRPTA. Agency is not a"foreign person"as defined in the Internal Revenue Code of 1986,as amended,and the Income Tax Regulations thereunder(the"Code"). Neither Mercy nor the Title Company is required by Section 18862 and related provisions of the California Revenue and Taxation Code to withhold any portion of the Purchase Price at Closing. 6.2.6 No Conflict. Except for the rights of Mercy under this Agreement and matters of record,Agency has not granted any options or rights of first refusal to purchase the Property to any person or entity, and there are no leases executed by Agency or other rights of occupancy or use granted by Agency of any portion of the Property other than the leases disclosed to Mercy pursuant to this Agreement. Neither the execution, delivery or performance by Agency of this Agreement,nor compliance with the terms and provisions hereof, conflicts or will conflict with or will result in a breach or violation of any order, writ, injunction or decree of any court or governmental authority against Agency, or any indenture, mortgage or contract or other agreement or instrument to which Agency is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder. 6.2.7 Source of Acquisition Funding. All of the funds used by the Agency to acquire each of the Parcels,and for the improvement,relocation and demolition of existing improvements on the Parcels, solely constitute moneys from a Low and Moderate Income Housing Fund established pursuant to Section 33334.3 of the California Health and Safety Code. 45636.04000\5859944.4 7 6.3 Mercy Representations and Warranties. The representations and warranties of Mercy in this Section 6.3 are a material inducement for Agency to enter into this Agreement. Agency would not sell the Property to Mercy without such representations and warranties of Mercy. With the foregoing limitations, Mercy represents and warrants to Agency as follows: 6.3.1 Power and Authority. Mercy has full power and authority to enter into this Agreement and to perform this Agreement. The execution, delivery and performance of this Agreement by Mercy have been duly and validly authorized by all necessary action on the part of Mercy and all required consents or approvals of Mercy have been duly obtained. This Agreement is a legal, valid and binding obligation of Mercy, enforceable against Mercy in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws from time to time in effect which affect the rights of creditors generally or by limitations upon the availability of equitable remedies. 6.3.2 Studies/Diligence. Mercy is a sophisticated buyer with experience in purchasing properties similar to the Property. Mercy will independently inspect the Property,and Mercy has entered into this Agreement based upon its experience, rights and intentions to make Studies and inspections. 6.3.3 No Pending Actions. To the best knowledge of Mercy, there are no actions, proceedings or investigations of any kind pending or threatened against or involving Mercy or its principals or affiliates, and there are no valid bases for any such actions, proceedings or investigations. 6.3.4 No Conflict. Neither the execution, delivery or performance by Mercy of this Agreement, nor compliance with the terms and provisions hereof, conflicts or will conflict with or will result in a breach or violation of any order, writ, injunction or decree of any court or governmental authority against Mercy or its principals or affiliates, or any indenture, mortgage or contract or other agreement or instrument to which Mercy or its principals or affiliates is a party or by which it or any of its properties is bound, or constitutes or will constitute a default thereunder. ARTICLE 7 COVENANTS 7.1 Agency. Agency covenants and agrees with Mercy as follows: 7.1.1 Further Encumbrances and Notices. Between the Effective Date of this Agreement and the Closing Date,Agency(a)shall not execute any new lease or amend,modify,renew or extend any existing lease affecting the Property or any part thereof, (b) shall maintain and repair the Property in the ordinary course of business,(c)shall not sell or convey or grant an option for or enter into any contract or agreement to sell or convey the Property to any person or entity other than Mercy,except as such sale may be required by law,(d)shall not take any action or voluntarily permit any action to be taken which causes its title to the Property to become subject to any covenant, condition,restriction,easement,lien,encumbrance,or other exception that does not exist at the date of this Agreement,(e)shall comply with all covenants,conditions,restrictions,laws,statutes,rules, regulations and ordinances applicable to the Property and the maintenance and operation thereof;(f) 45636.04000\5859944.4 8 shall promptly advise Mercy of the commencement of any litigation by or against Agency pertaining to the Property;and(g)shall promptly deliver to Mercy copies of all notices relating to the Property received after the date hereof from governmental authorities. 7.1.2 Absence of Fraud and Misleading Statements. No representation, warranty or statement of Agency in this Agreement,or in any document,certificate or schedule furnished,or to be furnished to Mercy pursuant thereto,or in connection with the transactions contemplated herein contains, or will contain, any untrue statement of a material fact, or omits, or will omit, to state a material fact necessary to make the statements or facts contained therein misleading. All such representations,warranties or statements of Agency are based upon current,accurate and complete information as of the time of their making and there has been no adverse material change in such information subsequent thereto. 7.1.3 Agency's Closing Certificate. Agency shall use its best efforts,in good faith and with diligence,to cause all of the representations and warranties made by Agency in Section 6.2 hereof to be true and correct on and as of the Closing Date, and Agency shall take no action and shall not permit any state of facts to exist or continue which would cause any of such representations and warranties not to be true and correct on and as of the Closing Date. At the Closing, Agency shall execute and deliver to Mercy a certificate("Agency's Closing Certificate")in the form of Exhibit C attached hereto certifying to Mercy that all such representations and warranties are true and correct on and as of the Closing Date,with only such exceptions therein as are necessary to reflect facts or circumstances arising between the date of this Agreement and the Closing Date which would make any such representation or warranty untrue or incorrect on and as of the Closing Date. All representations and warranties made by Agency in Section 6.2 hereof and in Agency's Closing Certificate shallv survi e the Closingforaperiod of six(6)months. 7.1.4 Indemnity. Agency shall indemnify and defend Mercy against and hold Mercy harmless from all claims, demands, liabilities, judgments, awards, losses, damages, costs and expenses(including,without limitation,reasonable attorneys' fees,costs of expert witnesses,court costs, and other expenses of litigation) that may be suffered or incurred by Mercy if any representation, warranty or covenant made by Agency in this Agreement or in Agency's Closing Certificate is untrue or incorrect in any material respect when made or that may be caused by any material breach by Agency of any such representation, warranty or covenant. The foregoing indemnityof Agency shall survive the Closingand anyearlier termination g Yof this Agreement. �' 7.2 Mercy. Mercy covenants and agrees with Agency as follows: 7.2.1 Mercy's Closing Certificate. Mercy shall use its best efforts,in good faith and with diligence,to cause all of the representations and warranties made by Mercy in Section 6.3 hereof to be true and correct on and as of the Closing Date,and Mercy shall take no action and shall not permit any state of facts to exist or continue which would cause any of such representations and warranties not to be true and correct on and as of the Closing Date. At the Closing, Mercy shall execute and deliver to Agency a certificate ("Mercy's Closing Certificate") in the form of Exhibit D attached hereto certifying to Agency that all such representations and warranties are true and correct on and as of the Closing Date, with only such exceptions therein as are necessary to reflect facts or circumstances arising between the date of this Agreement and the Closing Date which would make any such representation or warranty untrue or incorrect on and as of the Closing Date. All 45636.04000\5859944.4 9 representations and warranties made by Mercy in Section 6.3 hereof and in Mercy's Closing Certificate shall survive the Closing for a period of six (6)months. 7.2.2 Absence of Fraud and Misleading Statements. No representation, warranty or statement of Mercy in this Agreement,or in any document,certificate or schedule furnished,or to be furnished to Agency pursuant thereto, or in connection with the transactions contemplated herein contains, or will contain, any untrue statement of a material fact, or omits, or will omit, to state a material fact necessary to make the statements or facts contained therein misleading. All such representations, warranties or statements of Mercy are based upon current, accurate and complete information as of the time of their making and there has been no adverse material change in such information subsequent thereto. 7.2.3 Indemnity. Mercy shall indemnify and defend Agency against and hold Agency harmless from all claims, demands, liabilities, judgments, awards, losses, damages, costs and expenses(including,without limitation,reasonable attorneys'fees,costs of expert witnesses,court costs, and other expenses of litigation) that may be suffered or incurred by Agency (a) if any representation, warranty or covenant made by Mercy in this Agreement or in Mercy's Closing Certificate is untrue or incorrect in any material respect or that may be caused by any material breach by Mercy of any such representation, warranty or covenant and (b) arising from or related to any bodily injury,property damage or mechanic's lien claim caused by Mercy or its representatives in connection with the access provided or the Studies made pursuant to Section 4.2 hereof. The foregoing indemnity of Mercy shall survive the Closing and any earlier termination of this Agreement. 7.3 Environmental Matters. 7.3.1 Mercy Environmental Assessments. The parties acknowledge that Mercy,at Mercy's cost and expense,may engage environmental engineers or consultants reasonably selected by Mercy ("Mercy Engineers")to complete certain environmental site assessments(the"Mercy Environmental Assessments") with regard to the Property as necessary to determine the present environmental condition of the Property and whether any Hazardous Substances are currently present at the Property. Mercy shall have the right to cause the Mercy Engineers to continue those Mercy Environmental Assessments during the Due Diligence Period. 7.3.2 Present Contamination. (a) To the extent that the Mercy Environmental Assessments show that the Property is contaminated with Hazardous Substances as of the date of said assessment,said disclosed contamination shall be referred to herein as the"Present Contamination". (b) Mercy hereby agrees on the Closing Date to assume all obligation, liability and responsibility for performing or causing to be performed any and all investigation,remediation and monitoring activities with regard to the Present Contamination on the Property which are required by Agencies(defined below)in accordance with applicable law(the"Activities"). All such Activities regarding the Present Contamination shall be at Mercy's sole cost and expense. On the Closing Date,Mercy shall be deemed to hereby release Agency from(1)any liability or obligation to perform any Activities for the Present Contamination,and(2)any losses,costs,damages,penalties, 45636.04000\5859944.4 10 fines,or expenses incurred by Mercy caused by the Present Contamination,and(3)any interference to Mercy's use or operation of the Property caused by the Present Contamination or Activities. Nothing in this Agreement is intended or shall be construed to obligate Mercy to undertake any investigation,remediation or monitoring activities with regard to contamination that is not Present Contamination, or to release Agency from any obligation owed by Agency under applicable law. (c) For purposes of this Agreement, (1) "Agencies" shall mean any and all government agencies with jurisdiction in regards to the presence of Hazardous Substances and/or the violation of Environmental Laws, and (2) "Activities" shall mean any and all investigation, remediation and monitoring activities with regard to the Present Contamination on the Property which are required by Agencies in accordance with applicable law. 7.4 Development of Property. Within five(5)years of the Closing Date for each Parcel,Mercy agrees to complete construction of affordable housing units on that Parcel pursuant to the terms of this Agreement and any applicable land use entitlements. In the event Mercy fails to complete construction of affordable housing units on that parcel within five(5)years of the Closing Date for that Parcel,Mercy's interest in that Parcel shall revert to the City of Azusa,as provided in the Grant Deed. Mercy agrees to construct between seventy-two (72) and one hundred (100) multifamily residential units on the Property,with the total number of units within the foregoing range in Mercy's sole and absolute discretion. The number of units to be located on each Parcel shall be in Mercy's sole and absolute discretion. In the event that Mercy disapproves any of the Parcels,Mercy may,in its sole and absolute discretion,elect to proportionately revise the foregoing range by the ratio of the acreage of the disapproved Parcels to the total acreage of the Property. 7.5 Affordable Units. Mercy shall make available,restrict occupancy to,and rent the multifamily units (except for units reserved for onsite property managers) at an affordable rent (as defined in Health and Safety Code Section 50053)to persons of very low income and low income(as defined in Health and Safety Code Sections 50079.5 and 50105), but in no event earning greater than sixty percent(60%)of Los Angeles County Median Income applicable to the tenant's household size. The distribution of maximum income levels shall be in Mercy's sole and absolute discretion,within the foregoing income range. The rental units shall be subject to the requirements of this section for fifty- ' five (55)years from the date of the City's issuance of a certificate of occupancy for the applicable Phase. Throughout the fifty-five (55) year period, Mercy shall comply with all applicable recordkeeping and monitoring requirements set forth in Health and Safety Code Section 33418. The requirements of this section shall be set forth in one or more regulatory agreements which shall be recorded against the portion of the Property conveyed to Mercy. 45636.04000\5859944.4 11 ARTICLE 8 CONDITIONS PRECEDENT 8.1 Agency. The obligations of Agency under this Agreement to close the sale and convey the Property to Mercy are subject to satisfaction of all of the conditions set forth in this Section 8.1. Agency may waive any or all of such conditions in whole or in part but any such waiver shall be effective only if made in writing. No such waiver shall constitute a waiver by Agency of any of its rights or remedies if Mercy defaults in the performance of any covenant or agreement to be performed by Mercy under this Agreement or if Mercy breaches any representation or warranty made by Mercy in this Agreement. If any condition set forth in this Section 8.1 is not fully satisfied or waived in writing by Agency within the time indicated, then Agency shall be released from all obligations to Mercy under this Agreement. If Agency fails to notify Mercy of Agency's disapproval of any items requiring Agency's approval within the time period specified below,then Agency shall be deemed to have disapproved such items. 8.1.1 No Default. On the Closing Date,Mercy shall not be in default in the performance of any covenant or agreement to be performed by Mercy under this Agreement 8.1.2 Representations and Warranties True and Correct. On the Closing Date, all representations and warranties made by Mercy in this Agreement shall be true and correct as if made on and as of the Closing Date and Agency shall have received Mercy's Closing Certificate executed by Mercy in which Mercy certifies to Agency that all representations and warranties made by Mercy in Section 6.3 hereof are true and correct on and as of the Closing Date without exceptions. 8.1.3 Delivery of Documents. On the Closing Date, Mercy shall have delivered into the Escrow each of the items to be delivered by Mercy pursuant to Section 9.1.2. 8.1.4 Option Notice. The Option Notice shall have been timely exercised in compliance with all terms hereof. 8.2 Mercy. The obligations of Mercy under this Agreement to purchase the Property and accept title from Agency are subject to satisfaction of all of the conditions set forth in this Section 8.2. Mercy may waive any or all of such conditions in whole or in part but any such waiver shall be effective only if made in writing. No such waiver shall constitute a waiver by Mercy of any of its rights or remedies if Agency defaults in the performance of any covenant or agreement to be performed by Agency under this Agreement or if Agency breaches any representation or warranty made by Agency in this Agreement. If any condition set forth in this Section 8.2 is not fully satisfied or waived in writing by Mercy, then Mercy shall be released from all obligations to Agency under this Agreement. If Mercy fails to notify Agency of Mercy's approval of any items requiring Mercy's approval within the time period specified below,then Mercy shall be deemed to have disapproved such items. 8.2.1 No Contest. On the Closing Date, no suit, action, investigation, inquiry or other proceeding by any governmental body or other person or any legal or administrative proceeding shall have been instituted or threatened against Mercy,Agency or the Property or any part thereof which challenges the validity or legality of the transactions contemplated by this Agreement. 45636.04000\5859944.4 12 8.2.2 No Default. On the Closing Date, Agency shall not be in material default in the performance of any covenant or agreement to be performed by Agency under this Agreement. 8.2.3 Representations and Warranties True and Correct. On the Closing Date, all representations and warranties made by Agency in this Agreement shall be true and correct as if made on and as of the Closing Date and Mercy shall have received Agency's Closing Certificate executed by Agency in which Agency certifies to Mercy that all representations and warranties made by Agency in Section 6.2 hereof are true and correct on and as of the Closing Date without exceptions. 8.2.4 Title Policy. On the Closing Date, the Title Company shall be prepared to issue to Mercy an American Land Title Association (ALTA) Owner's Policy of title insurance (the "Title Policy"),or its equivalent,with liability equal to the Purchase Price,insuring Mercy that fee simple absolute title to the Property is vested in Mercy subject only to real property taxes and assessments not yet due and payable, the Permitted Exceptions, standard printed exceptions usual to such policies, and any additional matters approved in writing by Mercy. 8.2.5 Delivery of Documents. On the Closing Date,Agency shall have delivered into the Escrow each of the items to be delivered by Agency pursuant to Section 9.1.1. ARTICLE 9 CLOSING 9.1 Procedure. 9.1.1 Deliveries by Agency. Not less than one(1)day prior to the close of Escrow for each Phase or the entire Property,as applicable, subject to the satisfaction of the conditions to Agency's obligations set forth in this Agreement, Agency shall deliver into Escrow with the Title Company fully executed by Agency (and acknowledged and in recordable form where appropriate) the following: (a)the Grant Deed for the Parcels in that Phase or the entire Property,as applicable, (b) Agency's Closing Certificate,(c)a Certificate of Non-Foreign Status in standard title company form in accordance with the Code to enable Mercy to determine that no withholding is required because Agency is not a foreign person,(d)a California form FTB 593-C("FTB Affidavit")to enable Mercy and the Title Company to determine whether any withholding of the Purchase Price is required under California law, and (e) cash in an amount sufficient to cover Agency's portion of the prorations, charges and closing costs allocated to Agency pursuant to this Agreement. 9.1.2 Deliveries by Mercy. Not less than one (1) day prior to the close of Escrow for a Phase or the entire Property,as applicable, subject to the satisfaction of the conditions to Mercy's obligations set forth in this Agreement, Mercy shall deposit into Escrow with the Title Company executed by Mercy where appropriate(a)the full Purchase Price for that Phase or the entire Property, as applicable,(b)Mercy's Closing Certificate,and(c)cash in an amount sufficient to cover Mercy's portion of the prorations, charges and closing costs allocated to Mercy pursuant to this Agreement. 45636.04000\5859944.4 13 9.1.3 Additional Deliveries. Mercy and Agency shall each deposit into Escrow such other instruments and items as are reasonably required by the Title Company or otherwise required to close the Escrow and to consummate the transactions contemplated by this Agreement. 9.1.4 Closing. Agency and Mercy shall cause the following to occur at the Closing on the Closing Date: (a) The Grant Deed conveying the Parcels within the Phase or the entire Property, as applicable, to Mercy shall be recorded in the Official Records of Los Angeles County,California. (b) The Agency's Closing Certificate and Agency's certificate of non-foreign status shall be delivered to Mercy. (c) A copy of the original Mercy's Closing Certificate and the Purchase Price shall be delivered to Agency. (d) The Title Company shall issue to Mercy the Title Policy. 9.2 Possession. Agency shall transfer possession of the Parcels within a Phase or the entire Property,as applicable,to Mercy on the Closing Date. If not previously delivered to Mercy,Agency shall deliver originals of the documents described in Section 4.1 hereof to Mercy on the Closing Date. The originals of such documents shall become the property of Mercy on the Closing Date. 9.3 Closing Costs. 9.3.1 Agency shall pay (a) fifty percent (50%) of all city, county and other documentary transfer taxes and conveyance taxes in respect of the conveyance of the Property, (b) fifty percent (50%)of Title Company's document prep,notary and delivery fees payable through escrow,(c)fifty percent(50%) of any escrow fees, recording fees, and the premium for the Title Policy. 9.3.2 Mercy shall pay (a) fifty percent (50%) of all city, county and other documentary transfer taxes and conveyance taxes in respect of the conveyance of the Property, (b) fifty percent (50%)of the escrow fees,recording fees,and the premium for the Title Policy,and(c)fifty percent (50%) of Title Company's document prep, notary and delivery fees payable through escrow. 9.3.3 The costs of any escrow cancellation shall be shared equally by Mercy and Agency unless such cancellation results from a default by Mercy or Agency hereunder, in which event the defaulting party shall pay all escrow fees. 9.4 Prorations. Any current rent and other income and all current taxes, assessments,utilities, and maintenance charges of the Property shall be prorated between Agency and Mercy as of the Closing Date on the basis of a thirty-day month and,to the extent of information then available,such prorations shall be made at the Closing. Such prorations shall be adjusted, if necessary, and completed after the Closing as soon as final information becomes available. Agency and Mercy agree to cooperate and to use their best efforts to complete such prorations no later than thirty(30) days after the Closing Date. Income and expenses of the Property, determined using the accrual 45636.0400015859944.4 14 method of accounting,for the period prior to the Closing Date shall be for the account of Agency and such income and expenses for the period on and after the Closing Date shall be for the account of Mercy. Agency and Mercy shall use their best efforts prior to the Closing Date to prepare a schedule of prorations covering as many items to be prorated as practicable so such prorations can be made at the Closing. Security deposits,other refundable deposits,and similar prepaid rents shall be credited to Mercy and charged to Agency at the Closing. Agency shall pay all invoices for goods furnished or services supplied to the Property that are allocable to the period prior to the Closing Date. Agency shall immediately pay to Mercy all rents received by Agency after the Closing Date. Mercy shall have no obligation to collect for Agency rents that became due from tenants before the Closing Date. If any such rents are received by Mercy,Mercy shall pay such rents to Agency but all rents received by Mercy shall be applied first to rent that accrues or becomes due after the Closing Date. 9.5 Broker's Commission. Mercy and Agency each warrant and represent to the other that it has not retained, nor is it obligated to, any person for brokerage, finder's or similar services in connection with the transactions contemplated by this Agreement,and that no commission,finder's fee or other brokerage or agent's compensation can be properly claimed by any person or entity based upon the acts of such party with regard to the transactions which are the subject matter of this Agreement. Agency shall indemnify and defend Mercy against and hold Mercy harmless from all claims demands, liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorneys' fees, costs of expert witnesses, court costs and other litigation expenses) arising from or relating to any claim for a commission, fee or other compensation made by any brokers or parties with which Agency has dealt in connection with this Agreement or the transactions contemplated hereby. Mercy shall indemnify and defend Agency against and hold Agency harmless from all claims, demands, liabilities, losses, damages, costs and expense (including, without limitation, reasonable attorneys' fees, costs of expert witnesses, court costs and other litigation expenses)arising from or related to any claim for a commission,fee or other compensation made by any brokers or parties with which Mercy has dealt in connection with this Agreement or the transactions contemplated hereby. ARTICLE 10 DEFAULT 10.1 Effect of Default. 10.1.1 In the event that Agency shall default in its obligation to convey any Phase of the Property to Mercy in accordance with the terms hereof, then Mercy shall be entitled to seek any remedies that may exist at law or in equity, including without limitation specific performance to compel Agency to convey the Property or a Phase thereof to Mercy on the terms set forth herein. 10.1.2 In the event that Mercy shall default in any of its obligations under this Agreement, then Agency shall be entitled to seek any remedies that may exist at law or in equity, including without limitation specific performance to compel Mercy to perform its obligations under this Agreement. 45636.04000\5859944.4 15 ARTICLE 11 GENERAL PROVISIONS 11.1 Notices. All notices required under this Agreement shall be presented in person, by nationally recognized overnight delivery service or by facsimile and confirmed by first class certified or registered United States Mail,with return receipt requested,to the address and/or fax number for the Party set forth in this Section 11.1. Notice shall be deemed confirmed by United States Mail effective the third(3rd)business day after deposit with the United States Postal Service. Notice by personal service or nationally recognized overnight delivery service shall be effective upon delivery. Either Party may change its address for receipt of notices by notifying the other Party in writing. Delivery of notices to courtesy copy recipients shall not be required for valid notice to a Party. TO MERCY: Mercy Housing California 1500 South Grand Avenue, Suite 100 Los Angeles, California 90015 Attention: Ben Phillips,Vice President Fax: (213) 743-5828 COPY TO: Kronick,Moskovitz,Tiedemann&Girard 1432 Higuera Street San Luis Obispo, CA 93401 Attention: Jon E. Goetz Fax: (805) 786-4319 TO AGENCY: The Redevelopment Agency of the City of Azusa 213 East Foothill Boulevard Azusa, California 91702 Attention: Executive Director Facsimile: (626) 334-6358 COPY TO: Best Best&Krieger, LLP 5 Park Plaza; Suite 1500 Irvine, CA Attn: Elizabeth W. Hull Telephone (949) 263-2600 Fax(949) 260-0972 11.2 Merger/Entire Agreement. This Agreement is intended to be the entire agreement of the parties. Except for the ENA, all prior negotiations and written and contemporary oral agreements between the parties and their agents with respect to the transactions contemplated by this Agreement are merged in this Agreement together with its exhibits. 11.3 Time. Time is of the essence in the performance of the parties' respective obligations pursuant to this Agreement. 45636.04000\5859944.4 16 11.4 Attorneys' Fees. 11.4.1 If there is any legal action, arbitration or proceeding between Agency and Mercy arising from or based on this Agreement or the interpretation or enforcement of any provisions hereof, then the unsuccessful party to such action, arbitration or proceeding shall pay to the prevailing party all costs and expenses, including reasonable attorneys' fees, incurred by such prevailing party in such action,arbitration or proceeding and in any appeal in connection therewith. If such prevailing party recovers a judgment in any such action, arbitration, proceeding or appeal, then such costs, expenses and attorneys' fees shall be included in and as a part of such judgment. For purposes hereof,the"prevailing party"shall be the party which recovers substantially the relief sought by said party,whether by judgment, settlement, dismissal or otherwise, in connection with any such action, proceeding or arbitration. 11.4.2 If the services of an attorney are required by any party to enforce a judgment rendered in connection with this Agreement,the judgment creditor shall be entitled to reasonable attorneys' fees,costs and other expenses, and such fees,costs and expenses shall be recoverable as a separate item. This provision shall be severable from all other provisions of this Agreement, shall survive any judgment, and shall not be deemed merged into the judgment. 11.5 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. Neither party may assign its rights or delegate its obligations hereunder to any person or entity without the prior written consent of the other party to this Agreement,which consent shall not be unreasonably withheld. In the event Agency is required by law to convey the Property to any other person or entity,Agency's successor in interest to the Property shall assume all of the Agency's obligations pursuant to this Agreement,and the rights and obligations hereunder shall run with the Property and be binding on the Agency's successor in interest to the Property. 11.6 Amendments or Modifications. This Agreement is subject to amendment or modification only with the written consent of both of the parties. 11.7 Governing Law. This agreement shall be governed by and interpreted in accordance with the laws of the State of California. Venue for all actions shall be in Los Angeles County. 11.8 Construction. Agency and Mercy acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any document executed and delivered by either party in connection with the transactions contemplated by this Agreement. The captions in this Agreement are for convenience of reference only and shall not be used to interpret this Agreement. 11.9 Terms Generally. The defined terms in this Agreement shall apply equally to both the singular and the plural forms of the terms defined. Whenever the context may require,any pronoun shall include the corresponding masculine, feminine or neuter forms. The term"person"includes individuals, corporations, partnerships, trusts and other entities and associations. The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without 45636.04000\5859944.4 17 limitation." The words "approval," "consent" and "notice" shall be deemed to be preceded by the word"written." 11.10 Further Assurances. From and after the date of this Agreement,Agency and Mercy agree to do such things,perform such acts,and make,execute, acknowledge and deliver such documents as may be reasonably necessary or proper and usual to complete the transactions contemplated by this Agreement and to carry out the purpose of this Agreement in accordance with this Agreement. 11.11 Partial Invalidity. If any provision of this Agreement is determined by a proper court to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement and this Agreement shall remain in full force and effect without such invalid, illegal or unenforceable provisions provided that the severance of such provision(s) does not result in a material failure of consideration under this Agreement to either party hereto. 11.12 Exhibits. The Exhibits attached to this Agreement are made a part of this Agreement. 11.13 Counterparts;Facsimile. This Agreement may be executed in one or more counterparts with the same effect as if the parties executing several counterparts had executed one counterpart and all such executed counterparts shall together constitute one and the same instrument. Facsimile signatures on this Agreement shall be binding as if original. 11.14 Damage. If before the Closing Date, the Property is damaged by any casualty or condemnation or eminent domain proceedings are commenced against the Property it shall have no affect upon this Agreement. 11.15 Holidays. In the event any date for performance of any obligation or the giving of any notice pursuant to this Agreement occurs on a California state or federal holiday or on a Saturday or Sunday,then the next business day shall be deemed the applicable date for performance or notice. 11.16 Short Form Grant of Option. Concurrently with the execution hereof by the parties,Agency shall execute and acknowledge a Short Form Grant of Option in the form attached hereto as Exhibit E, and Mercy shall cause the same to be recorded in the Official Records of Los Angeles County, California. • 45636.04000\5859944.4 18 • 11.17 Termination. This Agreement shall automatically terminate and be of no further force or effect in the event that the Agency and Mercy enter into a Disposition and Development Agreement which includes the Property. In addition, the Agency has the right to terminate this Agreement, effective immediately, with or without cause, within sixty (60) days after the expiration or termination of the ENA. In addition, the Agency and Mercy each has the right to terminate this Agreement,effective immediately,by notice to the other party in the event that each of the following occurs: (i) the ENA expires prior to the Agency and Mercy entering into a Disposition and Development Agreement which includes the Property,and(ii)the parties are no longer negotiating towards a Disposition and Development Agreement which includes the Property, and (iii) the Agency is not required by law to convey the Property to another person or entity, other than to the City of Azusa. In the event that the Agency is required by law to convey the Property to another person or entity(other than to the City of Azusa),or the Property is otherwise conveyed to another person or entity by operation of law, the person or entity which acquires the Property may not terminate the Agreement pursuant to this Section 11.17. IN WITNESS WHEREOF,Agency and Mercy have executed this Agreement as of the date first hereinabove written. AGENCY: MERCY: THE REDEVELOPMENT AGENCY OF MERCY HOUSING CALIFORNIA,a THE CITY OF AZUSA California nonprofit public benefit corporation By: By: F.M. Delach Name: ii,c)a Executive Director Its: t1144... f� 45636.04000\585994-4.4 19 ATTEST: By: Agency Secretary APPROVED AS TO FORM: BEST BEST& KRIEGER, LLP By: Agency Counsel 45636.04000\5859944.4 20 TITLE COMPANY ACCEPTANCE , the Title Company named in the foregoing Agreement,hereby acknowledges receipt of and accepts a copy of this Agreement as the joint escrow instructions of Mercy and Agency to the Title Company,and agrees to honor said instructions and any other instructions delivered by the parties and consistent with this Agreement. "Title Company" By Its Dated 45636.04000\5859944.4 21 EXHIBIT A LEGAL DESCRIPTION: PROPERTY ADDRESS APN DESCRIPTION Lot 3 of Tract Map No.27346,in the City of Azusa,County of 641 N. Glenfinnan Avenue 8612-001-905 Los Angeles,State of California,as per map filed in Book 699, Pages 22 to 23, inclusive,of maps,in the office of the County Recorder of said County Lot 4 of Tract Map No.27346,in the City of Azusa,County of 633 N. Glenfinnan Avenue 8612-001-915 Los Angeles,State of California,as per map filed in Book 699, Pages 22 to 23, inclusive,of maps,in the office of the County Recorder of said County Lot 5 of Tract Map No.27346,in the City of Azusa,County of 629 N. Glenfinnan Avenue 8612-001-920 Los Angeles,State of California,as per map filed in Book 699, Pages 22 to 23,inclusive,of maps,in the office of the County Recorder of said County Lot 33 of Tract Map No.27346, in the City of Azusa,County 630 N. Glenfinnan Avenue 8612-001-911 of Los Angeles,State of California,as per map filed in Book 699, Pages 22 to 23, inclusive,of maps, in the office of the County Recorder of said County Lot 35 of Tract Map No.27346, in the City of Azusa,County 606 N. Glenfinnan Avenue 8612-001-063 of Los Angeles,State of California,as per map filed in Book 699, Pages 22 to 23, inclusive, of maps, in the office of the County Recorder of said County Lot 8 of Tract Map No.27346,in the City of Azusa,County of 600 E. 6th Street 8612-001-906 Los Angeles,State of California,as per map filed in Book 699, Pages 22 to 23,inclusive,of maps,in the office of the County Recorder of said County Lot 9 of Tract Map No.27346,in the City of Azusa,County of 610 E. 6th Street 8612-001-912 Los Angeles,State of California,as per map filed in Book 699, Pages 22 to 23, inclusive,of maps,in the office of the County Recorder of said County Lot 11 of Tract Map No.27346, in the City of Azusa,County of Los Angeles, State of California,as per map filed in Book 630 E. 6th Street 8612-001-020 699, Pages 22 to 23, inclusive, of maps, in the office of the County Recorder of said County Lot 15 of Tract Map No.27346, in the City of Azusa,County of Los Angeles, State of California,as per map filed in Book 670 E. 6th Street 8612-001-919 699, Pages 22 to 23, inclusive,of maps, in the office of the County Recorder of said County Lot 23 of Tract Map No.27346, in the City of Azusa,County 616 N. Cedarglen Drive 8612-001-907 of Los Angeles, State of California,as per map filed in Book 699, Pages 22 to 23, inclusive, of maps, in the office of the County Recorder of said County Lot 24 of Tract Map No.27346, in the City of Azusa,County of Los Angeles, State of California,as per map filed in Book 628 N. Cedarglen Drive 8612-001-908 699, Pages 22 to 23, inclusive, of maps, in the office of the County Recorder of said County 45636.04000\5859944.4 22 ADDRESS APN DESCRIPTION Portions of Lots 36 and 37 of Tract Map No. 27346, in the 601 N. Cedarglen Drive 8612-001-916 City of Azusa,County of Los Angeles,State of California,as per map filed in Book 699,Pages 22 to 23,inclusive,of maps, in the office of the County Recorder of said County Portions of Lots 36,37,and 38 of Tract Map No.27346,in the City of Azusa,County of Los Angeles,State of California,as 615 N. Cedarglen Drive 8612-001-917 per map filed in Book 699,Pages 22 to 23,inclusive,of maps, in the office of the County Recorder of said County Portions of Lot 38 of Tract Map No. 27346, in the City of Azusa,County of Los Angeles,State of California,as per map 627 N. Cedarglen Drive 8612-001-918 filed in Book 699, Pages 22 to 23, inclusive,of maps, in the office of the County Recorder of said County Lot 39 of Tract Map No.27346,in the City of Azusa,County 630 N. Cedarglen Drive 8612-001-910 of Los Angeles,State of California,as per map filed in Book 699, Pages 22 to 23, inclusive,of maps, in the office of the County Recorder of said County Lot 31 of Tract Map No.27346,in the City of Azusa,County 611 E. Lime Street 8612-001-913 of Los Angeles,State of California,as per map filed in Book 699, Pages 22 to 23, inclusive,of maps, in the office of the County Recorder of said County Lot 30 of Tract Map No.27346,in the City of Azusa,County 627 E. Lime Street 8612-001-909 of Los Angeles,State of California,as per map filed in Book 699, Pages 22 to 23, inclusive, of maps, in the office of the County Recorder of said County Lot 28 of Tract Map No.27346,in the City of Azusa,County 645 E.Lime Street 8612-001-914 of Los Angeles,State of California,as per map filed in Book 699, Pages 22 to 23, inclusive,of maps, in the office of the County Recorder of said County 45636.04000\5859944.4 23 EXHIBIT B GRANT DEED RECORDING REQUESTED BY, ) AND WHEN RECORDED MAIL TO: ) ) The Redevelopment Agency of the j City of Azusa ) 213 East Foothill Boulevard ) Azusa, California 91702 ) Attention: Executive Director ) This document is exempt from payment of a recording fee pursuant to Government Code Sections 27383 and 6103. GRANT DEED For valuable consideration,receipt of which is hereby acknowledged,the Redevelopment Agency of the City of Azusa,a public body,corporate and politic("Agency"),hereby grants to Mercy Housing California ("Grantee"), the real property hereinafter referred to as the "Property," described in Exhibit A attached hereto and incorporated herein, subject to the existing easements,restrictions and covenants of record described there. 1. Conveyance Subject to Redevelopment Plan and Option Agreement. The Property is conveyed in accordance with and subject to the Redevelopment Plan for the Redevelopment Project,and an Option Agreement entered into between Agency and Grantee dated as of March_,2011 ("Option Agreement"),a copy of which is on file with the Agency at its offices as a public record and which is incorporated herein by reference. The Option Agreement generally requires the Grantee to construct certain affordable residential units on the Property("Project")and to operate such Project in accordance with the terms of the Option Agreement and that certain Regulatory Agreement executed by and between the Agency and Grantee and recorded concurrently herewith. 2. Non-Discrimination. Grantee covenants by and for itself and any successors in interest that, except as otherwise provided or permitted by law, there shall be no discrimination against or segregation of,any person or group of persons on account of any basis listed in subdivision(a)or(d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision(m)and paragraph(1) of subdivision(p)of Section 12955,and Section 12955.2 of the Government Code,in the sale,lease,sublease,transfer,use,occupancy,tenure,or enjoyment of the Property, nor shall the grantee or any person claiming under or through him or her, establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the Property. The foregoing covenants shall run with the land. Except as otherwise provided or permitted by law, Grantee shall refrain from restricting the rental, sale or lease of the Property on any of the bases listed above in this Section 2. All such deeds,leases or contracts shall contain or be subject to substantially the following nondiscrimination or 45636.04000\5859944.4 24 nonsegregation clauses: (a) In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through them,that there shall be no discrimination against or segregation of,any person or group of persons on account of any basis listed in subdivision(a)or(d)of Section 12955 of the Government Code,as those bases are defined in Sections 12926, 12926.1,subdivision(m)and paragraph(1)of subdivision (p) of Section 12955, and Section 12955.2 of the Government Code, in the sale, lease, sublease, transfer,use,occupancy,tenure,or enjoyment of the premises herein conveyed,nor shall the grantee or any person claiming under or through him or her,establish or permit any practice or practices of discrimination or segregation with reference to the selection,location,number,use or occupancy of tenants,lessees,subtenants,sublessees,or vendees in the premises herein conveyed.The foregoing covenants shall run with the land." (b) In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators, and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: "That there shall be no discrimination against or segregation of any person or group of persons, on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph(1)of subdivision(p)of Section 12955,and Section 12955.2 of the Government Code,in the leasing, subleasing, transferring, use, occupancy,tenure, or enjoyment of the premises herein leased nor shall the lessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees in the premises herein leased." (c) In contracts: "There shall be no discrimination against or segregation of, any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision(m)and paragraph(1)of subdivision(p) of Section 12955, and Section 12955.2 of the Government Code,in the sale,lease,sublease,transfer,use,occupancy,tenure,or enjoyment of the premises which are the subject of this Agreement,nor shall the grantee or any person claiming under or through him or her,establish or permit any practice or practices of discrimination or segregation with reference to the selection, location, number,use or occupancy of tenants, lessees, subtenants, sublessees,or vendees in the premises herein conveyed.The foregoing covenants shall run with the land." 3. Revesting of Title. Agency, or Agency's successor in interest, shall reenter and take possession of the Property, with all improvements thereon, and terminate and vest in the City of Azusa ("City") the estate conveyed to Grantee if after the closing and prior to the issuance of the Certificate of Occupancy for the Project,Grantee(or its successors in interest)shall fail to complete the construction of the Project within the time required by the Option Agreement for a period of sixty (60) days after written notice thereof from Agency. Such right to reenter,terminate and revest shall be subject to and be limited by and shall not defeat, render invalid or limit any mortgage or deed of trust. 45636.04000\5859944.4 25 Upon the vesting in City of title to the Property,City shall reimburse Grantee,its successor or transferee, up to the amount equal to the sum of(a) the costs incurred for the acquisition and development of the Property and for the improvements existing on the Property at the time of the reentry and possession, less (b) any gains or income withdrawn or made by Grantee from the Property or the improvements thereon. The rights established in this Section 3 are not intended to be exclusive of any other right, power or remedy, but each and every such right, power and remedy shall be cumulative and concurrent and shall be in addition to any other right,power and remedy authorized herein or now or hereafter existing at law or in equity. 4. Rights of Lienholders. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any way impair the lien or charge of any mortgage or deed of trust or security interest. 5. Holder Not Obligated to Construct Project. The holder of any mortgage or deed of trust (including without limitation,all Construction Lenders)shall not be obligated by the provisions of this Grant Deed or the Option Agreement to construct or complete the Project or any portion thereof, or to guarantee such construction or completion;nor shall any covenant or any other provision in this Grant Deed or the Option Agreement be construed so to obligate such holder. Nothing in this Grant Deed or the Option Agreement shall be deemed to construe,permit or authorize any such holder to devote the Property to any uses or to construct any improvements thereon, other than those uses or improvements provided for or authorized by this Grant Deed and the Option Agreement. 6. Notice of Default to Mortgagee or Deed of Trust Holders;Right to Cure. With respect to any mortgage or deed of trust granted by Grantee as provided herein, whenever the Agency may deliver any notice or demand to Grantee with respect to any breach or default by the Grantee in completion of construction of the Project,the Agency shall at the same time deliver to each holder of record of any mortgage or deed of trust(including without limitation, all Construction Lenders)a copy of such notice or demand. Each such holder shall(insofar as the rights granted by the Agency are concerned)have the right, at its option, within thirty(30) days after the receipt of the notice,to cure or remedy or commence to cure or remedy and thereafter to pursue with due diligence the cure or remedy of any such default and to add the cost thereof to the mortgage debt and the lien of its mortgage. Nothing contained in this Grant Deed or the Option Agreement shall be deemed to permit or authorize such holder to undertake or continue the construction or completion of the Project, or any portion thereof (beyond the extent necessary to conserve or protect the improvements or construction already made)without first having expressly assumed the Grantee's obligations to the Agency by written agreement reasonably satisfactory to the Agency. The holder,in that event,must agree to complete,in the manner provided in this Agreement,the improvements to which the lien or title of such holder relates. It is understood that a holder shall be deemed to have satisfied the thirty (30) day time limit set forth above for commencing to cure or remedy a Grantee default which requires title and/or possession of the Property (or portion thereof) if and to the extent any such holder has within such thirty (30) day period commenced proceedings to obtain title and/or possession and thereafter the holder diligently pursues such proceedings to completion and cures or remedies the default. 7. Right of the Agency to Cure Mortgage or Deed of Trust Default. In the event of a mortgage or deed of trust default or breach by the Grantee prior to the completion of the construction of the Project or any part thereof, Grantee shall immediately deliver to Agency a copy of any mortgage holder's notice of default. If the holder of any mortgage or deed of trust has not exercised 45636.04000\5859944.4 26 its option to construct,the Agency shall have the right but no obligation to cure the default within the same cure periods, if any, given Grantee under the mortgage or deed of trust. In such event, the Agency shall be entitled to reimbursement from the Grantee of all proper costs and expenses incurred by the Agency in curing such default. The Agency shall also be entitled to a lien upon the Property to the extent of such costs and disbursements. Any such lien shall be unconditionally and fully junior and subordinate to the mortgages or deeds of trust pursuant to this Section 7. 8. Binding on Successors. All of the terms, covenants and conditions of the Agreement and this Grant Deed shall be binding upon and shall inure to the benefit of the Grantee and the permitted successors and assigns of the Grantee. Whenever the term"Grantee"is used herein,such term shall include any other lawful successors in interest of the Grantee. 9. Liens. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any way impair the lien or charge of any mortgage, deed of trust or other financing or security instrument permitted by the Agreement; provided, however, that unless otherwise provided herein or in the Agreement, the terms, conditions, covenants, restrictions and reservations of this Grant Deed shall be binding and effective against the lender and any owner of the Property,or any portion of the Property,whose title thereto is acquired by foreclosure,trustee's sale or otherwise, but only if such owner or lender has expressly assumed the obligations of the Grantee for the portion of the Property in which the lender or owner has an interest, by written agreement reasonably satisfactory to the Grantor. AGENCY: GRANTEE: THE REDEVELOPMENT AGENCY OF MERCY HOUSING CALIFORNIA, a THE CITY OF AZUSA California nonprofit public benefit corporation By: F.M. Delach By: Executive Director Name: Its: ATTEST: By: Agency Secretary APPROVED AS TO FORM: BEST BEST&KRIEGER, LLP By: Agency Counsel 45636.04000\5859944.4 27 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY 45636.04000\5859944.4 STATE OF CALIFORNIA COUNTY OF ) ss. On ,before me, ,Notary Public, (Print Name of Notary Public) personally appeared who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s)is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies),and that by his/her/their signature(s)on the instrument the person(s),or the entity upon behalf of whichthe person(s)acted,executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the data below is not required by law,it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT O Individual O Corporate Officer Title(s) Title Or Type Of Document ❑ Partner(s) 0 Limited 0 General O Attorney-In-Fact O Trustee(s) O Guardian/Conservator Number Of Pages O Other Signer is representing: Name Of Person(s)Or Entity(ies) Date Of Documents Signer(s)Other Than Nand Above 45636.0400015859944.4 STATE OF CALIFORNIA ) ss. COUNTY OF ) On , before me, , Notary Public, (Print Name of Notary Public) personally appeared who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s)is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of whichthe person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary Public OPTIONAL Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form. CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT ❑ Individual ❑ Corporate Officer Title(s) Title Or Type Of Document ❑ Partner(s) ❑ Limited ❑ General ❑ Attorney-In-Fact ❑ Trustee(s) ❑ Guardian/Conservator Number Of Pages ❑ Other: Signer is representing: Name Of Person(s)Or Entity(ies) Date Of Documents Signer(s)Other Than Named Above 45636.0400015859944.4 s EXHIBIT C AGENCY'S CLOSING CERTIFICATE For valuable consideration, receipt of which is acknowledged, the Redevelopment Agency of the City of Azusa ("Agency"), hereby certifies to Mercy Housing California ("Mercy"), that all representations and warranties made by Agency in Section 6.2 of that certain Option Agreement (the "Agreement") dated March _, 2011, between Mercy and Agency are true and correct on and as of the date of this Certificate. This Certificate is executed by Agency and delivered to Mercy pursuant to the Agreement. Dated: , 20 . THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA By Its 45636.04000\5859944.4 EXHIBIT D MERCY'S CLOSING CERTIFICATE For valuable consideration,receipt of which is acknowledged,Mercy Housing California("Mercy"), hereby certifies to the Redevelopment Agency of the City of Azusa ("Agency"), that all representations and warranties made by Agency in Section 6.3 of that certain Agreement of Purchase and Sale of Real Property(the"Agreement")dated March_,2011,between Agency and Mercy are true and correct on and as of the date of this Certificate. This Certificate is executed by Mercy and delivered to Agency pursuant to the Agreement. Dated: , 20 MERCY HOUSING CALIFORNIA By Its 45636.04000\5859944.4 EXHIBIT E SHORT FORM GRANT OF OPTION RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Mercy Housing California 1500 South Grand Avenue, Suite 100 Los Angeles, California 90015 Attention: (Space Above This Line For Recorder's Use) SHORT FORM GRANT OF OPTION FOR VALUABLE CONSIDERATION,the Redevelopment Agency of the City of Azusa, a public body, corporate and politic("Agency"),hereby grants to Mercy Housing California,a California nonprofit public benefit corporation ("Mercy"), on the terms and conditions contained in that certain unrecorded Option Agreement between the parties hereto dated as of March ,2011,an option(the "Option") to purchase the real property described in Exhibit A attached hereto and incorporated herein by reference, on the terms set forth in the Option Agreement. The term of the Option shall commence on March_, 2011 and shall expire on March_,2016. In any event, if Mercy has not recorded an effective notice of exercise of the Option for any portion of the Property by March , 2016, the Option Agreement and this Short Form Grant of Option shall automatically be of no further force and effect as to any portion of the Property which has not been conveyed by Agency to Mercy, or is not then the subject of a Option Notice, without the need for any additional documentation by the parties hereto. 45636.04000\5859944.4 • IN WITNESS WHEREOF,the undersigned have executed this document as of the date set forth below. Dated: AGENCY: MERCY: THE REDEVELOPMENT AGENCY OF MERCY HOUSING CALIFORNIA, a THE CITY OF AZUSA California nonprofit public benefit corporation By: By: F.M. Delach Name: Executive Director Its: ATTEST: By: Agency Secretary APPROVED AS TO FORM: BEST BEST& KRIEGER, LLP By: Agency Counsel [Appropriate Acknowledgments to be attached.] 45636.04000\5859944.4 LIST OF EXHIBITS EXHIBIT A- Legal Description of Property EXHIBIT B- Grant Deed EXHIBIT C-Agency's Closing Certificate EXHIBIT D- Mercy's Closing Certificate EXHIBIT E- Short Form Grant of Option 45636.04000\5859944.4 R7 ._.,....14 yea ..�. '. ;zip 00-4 .,-•, , zus CITY OF AZUSA MINUTES OF THE REDEVELOPMENT AGENCY REGULAR MEETING TUESDAY,FEBRUARY 22,2011—8:49 P.M. The Board of Directors of the Redevelopment Agency of the City of Azusa met in regular session at the above date and time in the Azusa Auditorium,213 E.Foothill Blvd.,Azusa CA. Chairman Rocha called the meeting to order. Call to Order ROLL CALL Roll Call PRESENT: DIRECTORS: GONZALES,CARRILLO,MACIAS,HANKS,ROCHA ABSENT: DIRECTORS: NONE ALSO PRESENT: Also Present General Counsel Martinez, Executive Director Delach, Assistant Executive Director Makshanoff, Department Heads,Secretary Mendoza,Deputy Secretary Toscano. THE CITY COUNCIL CONVENED JOINTLY WITH THE REDEVELOPMENT AGENCY AT Convene jointly 8:49 P.M.TO DISCUSS THE FOLLOWING: w/CRA JOINT CITY AND AGENCY ITEM Joint Item LOAN AGREEMENT AND BUDGET AMENDMENT FOR SUPPLEMENTAL EDUCATIONAL Loan Agmt REVENUE AUGMENTATION FUND(SERAF)PAYMENT. Bdgt Amend SERAF Executive Director/City Manager Delach presented the item noting that the Redevelopment Agency is obligated to pay$512,545 to Los Angeles County for deposit into the Supplemental Educational Revenue Augmentation Fund(SERAF),to help address the state budget shortfall in 2009. Discussion was held between Directors/Council and staff regarding the Fiscal Impact and other issues regarding the matter. Director Hanks offered a Resolution entitled: A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA REQUESTING Res. 11-R6 A LOAN FROM THE CITY OF AZUSA FOR PURPOSES OF THE MERGED AND RANCH CENTER Requesting REDEVELOPMENT PROJECT AREAS Loan(Agency) Moved by Director Hanks,seconded by Director Carrillo to waive further reading and adopt. Resolution passed and adopted by the following vote of the Agency Directors: AYES: DIRECTORS: GONZALES,CARRILLO,MACIAS,HANKS,ROCHA NOES: DIRECTORS: NONE ABSENT: DIRECTORS: NONE Councilmember Hanks offered a Resolution entitled: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA AUTHORIZING LOANS FOR Res. 11-C17 PURPOSES OF THE MERGED AND RANCH CENTER REDEVELOPMENT PROJECT AREAS. Authorizing Loan(City) Moved by Councilmember Hanks,seconded by Councilmember Carrillo to waive further reading and adopt the resolution. Resolution passed and adopted by the following vote of the Council: AYES: COUNCILMEMBERS: GONZALES,CARRILLO,MACIAS,HANKS,ROCHA NOES: COUNCILMEMBERS: NONE ABSENT: COUNCILMEMBERS: NONE Councilmember Hanks offered a Resolution entitled: A RESOLUTION OF THE CITY OF AZUSA APPROVING APPROPRIATION AMENDMENTS FOR Res. 11-C18 FISCAL YEAR 2010/11 PURSUANT TO SECTION 2-450 OF THE AZUSA MUNICIPAL CODE Appropriation Amendment Moved by Councilmember Hanks,seconded by Councilmember Carrillo to waive further reading and (City) adopt the resolution. Resolution passed and adopted by the following vote of the Council: AYES: COUNCILMEMBERS: GONZALES,CARRILLO,MACIAS,HANKS,ROCHA NOES: COUNCILMEMBERS: NONE ABSENT: COUNCILMEMBERS: NONE Director Hanks offered a Resolution entitled: A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA APPROVING Res. 11-R7 APPROPRIATION AMENDMENTS FOR FISCAL YEAR 2010/11 PURSUANT TO SECTION 2-450 Appropriation OF THE AZUSA MUNICIPAL CODE Amendment (Agency) Moved by Director Hanks,seconded by Director Carrillo to waive further reading and adopt. Resolution passed and adopted by the following vote of the Agency Directors: AYES: DIRECTORS: GONZALES,CARRILLO,MACIAS,HANKS,ROCHA NOES: DIRECTORS: NONE ABSENT: DIRECTORS: NONE THE CITY COUNCIL RECESSED AND THE REDEVELOPMENT AGENCY CONTINUED AT Cncl Recess 8:56 P.M. CRA Continued The CONSENT CALENDAR consisting of items G-1 and G-2 was approved by motion of Director Consent Cal. Gonzales seconded by Director Hanks and unanimously carried. Approved 1. Minutes of the regular meeting of February 7,2011,were approved as written. Min appvd 2. Resolution authorizing payment of warrants by the Agency was adopted and entitled: A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA Res. 11-R8 ALLOWING CERTAIN CLAIMS AND DEMANDS TO BE PAID OUT OF REDEVELOPMENT Warrants AGENCY FUNDS. SPECIAL CALL ITEMS Spec Call Items None. None It was consensus of the Redevelopment Agency Board Members to adjourn. Adjourn TIME OF ADJOURNMENT:8:57 P.M. SECRETARY NEXT RESOLUTION NO. ll-R9. 02/22/11 PAGE TWO • i ago AZUSA AGENCY CONSENT ITEM TO: HONORABLE CHAIRPERSON AND AGENCY MEMBERS FROM: MARCENE HAMILTON, REDEVELOPMENT AGENCY TREASURER DATE: March 7, 2011 SUBJECT: REDEVELOPMENT AGENCY OF THE CITY OF AZUSA TREASURER'S STATEMENT OF CASH BALANCES FOR THE MONTH OF JANUARY 2011 RECOMMENDATION It is recommended that the Agency Members receive and file the Agency Treasurer's Statement of Cash Balances for the Redevelopment Agency of the City of Azusa for the month of January 2011 BACKGROUND Transmitted herewith is the Agency Treasurer's Statement of Cash Balances for the Redevelopment Agency of the City of Azusa("Agency")for the month of January 2011. Agency investments are made in accordance with the Redevelopment Agency Investment Policy approved and adopted with Resolution No. 09-R53 dated October 5, 2009, and Government Code Section 53601. Investment activity is summarized in the "Treasury Book Balances-Cash and Investments" schedule, attached herewith and an integral part of this report. Agency cash and investment balances increased by $1,877,337.68. Cash received totaled $1,877,337.68, and disbursements of$0.00 were made. The agency is the issuer of several Merged Project Tax Allocation Bonds. Of the total cash and investments of$9,964,447.03, Wells Fargo Bank,the fiscal agent,held$5,655,784.21 on behalf of the Agency. These funds are restricted for payment of debt service on the bonds and special bond= funded projects. The remaining $4,308,662.82 was available for Agency operating, debt service, restricted expenses, and outstanding liabilities. FISCAL IMPACT The balance of cash and investments and projected revenues for the next six months is expected to be sufficient to meet cash disbursement requirements for at least the next six months. MH:EG CITY OF AZUSA REDEVELOPMENT AGENCY TREASURY BOOK BALANCES-CASH AND INVESTMENTS JANUARY 2011 Maximum Deposits Cost Interest Mkt Bank Accounts Allowed Amount Pledged Securities Maturity Rate Value* CASH AND INVESTMENTS HELD BY AGENCY TREASURER Wells Fargo Bank Government Checking No limit $708,357.90 FDIC up to$100,000.00 Ongoing 0.000% $708,357.90 '$100,000 collaterized by 110%in govn't securities Local Agency Investment Fund(LAIF) $20,000,000.00 3,600,304.92 Backed by faith&credit of the State of California Ongoing 0.538% 3,605,566.13 SUBTOTAL CASH AND INVESTMENTS HELD BY AGENCY TREASURER: $4,308,662.82 $4,313,924.03 Interest Collections: $4,286.60 CASH AND INVESTMENTS HELD BY FISCAL AGENT 2003 Merged Protect Tax Allocation Bonds 2003A Special Fund AIM Gov't Portfolio No limit 173,689.08 Investments in direct obligations of the U.S.Treasury Ongoing 0.020% 173,689.08 2003A Interest Account AIM Gov't Portfolio No limit 0.30 Investments in direct obligations of the U.S.Treasury Ongoing 0.000% 0.30 2003A Principal Account AIM Gov't Portfolio No limit 0.76 Investments in direct obligations of the U.S.Treasury Ongoing 0.000% 0.76 2003A Reserve Account Reliance Certificate of Deposit No limit 1,085.192.59'$100,000 collatenzed by 110%in govn't securities 12/04/14 0.010% 1,085,192.59 Reliance Trust Co.Cash Equivalent Mmkt No limit 21,832.57 N/A Ongoing 0.000% 21,832.57 AIM Gov't Portfolio No limit 1,149.94 Investments in direct obligations of the U.S.Treasury Ongoing 0.000% 1,149.94 2003 Merged Project Tax Allocation Bonds Subtotal: $1,281,865.24 $1,281,865.24 Interest Collections: $0.12 2005 Merged Protect Tax Allocation Bonds 2005 Special Fund Wells Fargo Advantage Gov't Mmkt No limit $174,712.35 N/A Ongoing 0.010% $174,712.35 2005 Interest Account Wells Fargo Advantage Gov't Mmkt No limit 0.15 N/A Ongoing 0.000% 0.15 2005 Redevelopment Fund AIM Institutional Prime-Cash Mgmt/MMk No limit 0.00 N/A Ongoing 0.000% 0.00 2005 Reserve Account Reliance Certificate of Deposit No limit 869,259.17 >$100,000 collaterized by 110%in govn't securities 12/04/14 0.010% 869,259.17 Reliance Trust Co.Cash Equivalent Mmkt No limit 8,367.92 N/A Ongoing 0.000% 8,367.92 2005 Merged Project Tax Allocation Bonds Subtotal: $1,052,339.59 $1,052,339.59 Interest Collections: $0.08 2007A Merged Protect Tax Allocation Bonds 2007A Bond Fund Wells Fargo Advantage 100%Treasury Mmkt No limit $441,840.27 N/A Ongoing 0.010% $441,840.27 2007A Interest Account Wells Fargo Advantage 100%Treasury Mmkt No limit $0.37 N/A Ongoing 0.000% $0.37 2007A Principal Account Wells Fargo Advantage 100%Treasury Mmkt No limit $0.32 N/A Ongoing 0.000% $0.32 2007A Merged Project Tax Allocation Bonds Subtotal: $441,840.96 $441,840.96 Interest Collections: $0.00 2007B Merged Proleet Tax Allocation Refunding Bonds 2007B Bond Fund Wells Fargo Advantage 100%Treasury Mmkt No limit $116,201.16 N/A Ongoing 0.010% $116,201.16 20070 Interest Account CITY OF AZUSA REDEVELOPMENT AGENCY TREASURY BOOK BALANCES-CASH AND INVESTMENTS JANUARY 2011 Maximum Deposits Cost Interest Mkt Bank Accounts Allowed Amount Pledged Securities Maturity Rate Value* Wells Fargo Advantage 100%Treasury Mmkt No limit $0.09 N/A Ongoing 0.000% $0.09 2007B Principal Account Wells Fargo Advantage 100%Treasury Mmkt No limit $0.07 N/A Ongoing 0.000% $0.07 2007B Reserve Fund Reliance Certificate of Deposit No limit . 325,042.50>$100,000 collaterized by 110%in govn't securities 12/04/14 0.010% 325,042.50 Reliance Trust Co.Cash Equivalent Mmkt No limit 3,129.01 N/A Ongoing 0.000% 3,129.01 2007B Merged Project Tax Allocation Bonds Subtotal: $444,372.83 $444,372.83 Interest Collections: $0 11 2008A Merged Prosect Tax Allocation Bonds 2008A Bond Fund Wells Fargo Advantage 100%Treasury Mmkt No limit $248,693.54 N/A Ongoing 0.010% $248,693.54 2008A Interest Account Wells Fargo Advantage 100%Treasury Mmkt No limit $0.21 N/A Ongoing 0.000% $0.21 2008A Reserve Fund Reliance Trust Co.Savings and Cert.of Deposit No limit $655,240.76 '$100,000 collaterized by 110%in govn't securities 12/19/13 2.650% 655,240.76 Reliance Trust Co.Cash Equivalent Mmkt No limit $8,811.71 N/A Ongoing 0.000% 8,811.71 2008A Redevelopment Fund Wells Fargo Advantage 100%Treasury Mmkt No limit $0.06 N/A Ongoing 0.000% $0.06 2008A Merged Project Tax Allocation Bonds Subtotal: $912,746.28 $912,746.28 Interest Collections: $0.08 2008B Merged Project Tax Allocation Housing Bonds 20086 Bond Fund Wells Fargo Advantage Government Mmkt No limit $378,324.69 N/A Ongoing 0.010% $378,324.69 2008B Interest Account Wells Fargo Advantage Government Mmkt No limit $0.31 N/A Ongoing 0.000% $0.31 20088 Reserve Fund Reliance Trust Co.Savings and Cert.of Deposit No limit $1,123,482.50 >$100,000 collaterized by 110%in govn't securities 11/21/13 4,000% 1,123,482.50 Reliance Trust Co.Cash Equivalent Mmkt No limit $20,811.71 N/A Ongoing 0.000% 20,811.71 2008B Low&Moderate Income Housing Fund Reliance Trust Co.Cash Equivalent Mmkt No limit 0.00'$100,000 collaterized by 110%in govn't securities Ongoing 0.000% 0.00 Wells Fargo Advantage Government Mmkt No limit $0.10 N/A Ongoing 0.000% 0.10 2008B Merged Project Tax Allocation Bonds Subtotal: $1,522,619.31 $1,522,619.31 Interest Collections: $0.18 SUBTOTAL CASH AND INVESTMENTS HELD BY FISCAL AGENT: $5,655,784.21 $5,655,784.21 Total-Azusa Redevelopment Agency Cash and Investments: $9,964,447.03 $8,969,708.24 Total Interest Collections: $4,287.17 Source of Market Value Information: Wells Fargo Corporate Trust,Trustee Local Agency Investment Fund(LAIF) Wells Fargo Institutional Securities Tax Allocation Bond Data is based on Trustee-generated Statements;bond funds listed herein are restricted for payment of debt service and eligible projects and governed by strict regulations described in the Trust Indentures. *Market Value is the current price at which a security can be traded or sold. CITY OF AZUSA REDEVELOPMENT AGENCY AGENCY TREASURER'S STATEMENT OF CASH AND INVESTMENT COST BALANCES JANUARY 2011 Beginning Cash Balance $8,087,109.35 (All Restricted and Unrestricted Accounts&Investments) Receipts(All Sources) 1,877,337.68 Disbursements 0.00 Ending Cash Balance $9,964,447.03 (All Restricted and Unrestricted Accounts&Investments) Marcene Hamilton,Agency Treasurer WARRANT REGISTER NO. 9 WARRANTS DATED 1/16/11 THROUGH 1/31/11 FISL 2010-11 FOR REDEVELOPMENT AGENCY MEETING OF 3-07-11 RESOLUTION NO. 4 A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA ALLOWING CERTAIN CLAIMS AND DEMANDS TO BE PAID OUT OF REDEVELOPMENT AGENCY FUNDS THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA DOES RESOLVE AS FOLLOWS: SECTION 1 . That the following claims and demands have been audited as required by law and that the same are hereby allowed in the amounts and ordered paid out of the Redevelopment Agency Funds as hereinafter set forth: 80-110-REDEVELOPMENT ADMINISTRATION FUND $ 13,112.12 80-125-CBD CAPITAL PROJECTS FUND 44,093.56 80-135-WED CAPITAL PROJECTS FUND 80-185-RANCH CAPITAL PROJECTS FUND 80-165-624-2008A TAX ALLOCATION BONDS 10,593.00 81-155-TAX INCREMENT SET-ASIDE FUND 7,047.00 81-165-LM MRG TABO8B HS 655,309.95 82-125-CBD DEBT SERVICE FUND 82-135-WED DEBT SERVICE FUND 82-165-MERGED PROJECT TAX ALLOCATION BONDS 1 ,492,099.22 82-185-RANCH CENTER DEBT SERVICE FUND TOTAL ALL FUNDS: $ 2,222.254.85 SECTION 2. That the Secretary shall certify to the adoption of this resolution and shall deliver a certified copy thereof to the Agency Treasurer ancUall retain a certified copy thereof in his own records. ADOPTED AND APPROVED THIS DAY OF 2011. Chairman I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Redevelopment Agency of the City of Azusa at a regular meeting thereof, held on the day of 2011 . AYES: AGENCY MEMBERS: NOES: AGENCY MEMBERS: ABSTAIN: AGENCY MEMBERS: ABSENT: AGENCY MEMBERS: Secretary 03/01/11 OPEN HOLD D B LISTING Entity Narre Page 1 TUE 01, 20119000:57 AM ---re: leg: GT, JL---lcc: BI-TDUI---job: 801401 #J1153- psg00 <1.34> rpt id: CHFLER02 SELECT FUND Codes: 80-82 ; Check Issue Dates: 011611-013111 PE ID Ph Narre Accakr NUMBER. / Joi 3 NU`BER. Invoice Nurber Description St Disc. Amt. Dist. Amt. V05613 A T &--T 8010110000-6915 6263345464122410 0517751058001/62 PD 0.00 8.79 PIu) Urhd: 0.00 Paid: 8.79 Total: 8.79 V11440 ADUANIASE GROUP, 8000000000-2724 64650 FLEX REIMB ALMIN PD 0.00 1.65 V11440 ADVANIN3E GROUP, 8010110000-6175 64650 FLEX REIMB ADMIN PD 0.00 0.42 PEID Urpaid: 0.00 Paid: 2.07 Total: 2.07 V95767 ARBITRAGE CCNIPLI 8010110000-6610 01455 2005IAB ARB REB RV 0.00 775.00 V95767 ARBITRAL CCMPLI 8010110000-6610 1002912 20082 TAB ARB RE RV 0.00 1,000.00 V95767 ARBITRAGE CCMIPLI 8010110000-6610 61455 2007TAB REB CALC RV 0.00 1,000.00 PEID Ut:a d: 0.00 Paid: 0.00 Total: 0.00 Reversed: 2,775.00 V00270 ATHENS SERVICES 8010125000-6815/505800-6815 364722000123110 624N SAN G BRL/J PD 0.00 175.33 PEID U d: 0.00 Paiid: 175.33 Total: 175.33 V00363 AZUSA CHA1v1BE. OF 8010110000-6630 3146 FY 2010/2011 AZU PD 0.00 2,712.15 Phmd: 0.00 �d: 2,712.15 Total : 2,712.15 V01305 AZUSA CITY E1`IPLO 8000000000-3035 2610/1101002 PY#02/11 RV 0.00 350.00 PEJDd: 0.00 �d 0.00 Total: 0.00 Reversed: 350.00 V05804 BEST BEST & ERIE 8010110000-6301 643155 VERSED CBD REDEV PD 0.00 1,677.69 City of Azusa HP 9000 03/01/11 OPEN HOLD D B LISTIN G By /Entity Narre Pare 2 NPR 01, 2011, 8:57 AM ---req: RUBY leg: GL JL---loc: BI-T1: 4---jab: 801401 #J1153---pgrr: CH400 <1.34> rpt id: CHFLaR02 SST FUND Codes: 80-82 ; Check Issue Lutes: 011611-013111 PE ID PE Narre---- -- ACW NI' N VEER / ucui NC t t Invoice Nurb°,r Inscription St Disc. Amt. Dist. Amt. V05804 BEST BEST & KRIE 8010125000-6301/508000-6301 643155 MERMD CHD REDEV PD 0.00 4,225.00 V05804 BEST BEST & KRIE 8010110000-6301/504700-6301 643155 VERGED C® REDEV ED 0.00 2,025.00 V05804 BET BEST & ERIE 8010125000-6301/503500-6301 643155 NERGED CED REDEV PD 0.00 650.00 V05804 BEST BET & KRIE 8010125000-6301/505900-6301 643156 ROY,FOWLER PROP; PD 0.00 7,762.40 V05804 BEST BEST & KRIE 8010125000-6301/505900-6301 643155 NERGED Com) REDEV PD 0.00 75.00 PE1D Umaid: 0.00 Paid: 16,415.09 'Ibtal: 16,415.09 V12477 C.T.& F. INC 8010165624-7170/6611067170 5 TARGET nvraRsBrr ED 0.00 11,770.00 V12477 C.T.& F. INC 80101656242745 5 Contracts Pbl/Cb PD 0.00 -1,177.00 PE1Ud: 0.00 �d: 10,593.00 Total: 10,593.00 V00353 CALPEEZS 8000000000-2728 1161/1101002 PY#02/11 ED 0.00 253.02 PEID Unpaid: 0.00 Paid: 253.02 Total: 253.02 V06783 L1T'1SIREET 8000000000-3010 2315/1101002 PY#02/11 PD 0.00 125.08 PEED U iid: 0.00 Paid: 125.08 Total: 125.08 V06848 cumavIcs INC. 8010125000-7130/505500-7130 6435547 AZUSA I-210 FREE PD 0.00 137.19 PEED Unpaid: 0.00 Paid: 137.19 Total: 137.19 V12949A-LSTE INCUS 8010125000-6815 1NV019641R.SP24X48NYBCW PD 0.00 270.79 V12949 DEKRA-LITE INLUS 8010125000-6815 INV019916 ITEM #C-ARSP24X48 Mi 0.00 19,514.75 V12949 DEKR1-LITE INCUS 8010125000-6815 1NV019916 ITEM #BCWBIl8RED PD 0.00 146.81 PEED Unpaid: 0.00 Paid: 19,932.35 Total: 19,932.35 City of Azusa HP 9000 03/01/11 OPEN H O LD DB L I S T I N G By Per 7/Entity Nacre Page 3 'IUB, MAR 01, 2011, 8:57 AM ---reg: RUBY leg: GL JL---loc: BI-Ta i---jab: 801401 #J1153---pcg-m 400 <1.34> rpt id: CHFIER.02 SELECT FUND Codes: 80-82 ; Check Issue Dates: 011611-013111 PE ID PE Nacre ACtI1NI N 1BER / JOB NIEBE R Invoice Number Description St Disc. Put. Dist. Amt. V11556 FETA DENIAL 8000000000-3052 011911 PRO 58510001/PRE PD 0.00 325.70 PEm d: 0.00 Paid: 325.70 Total : 325.70 V11555 DEL'T7C7\RE USA 8000000000-3052 3892250 HMO-020120088 JA PD 0.00 31.70 PEED Urpa.id: 0.00 Paid: 31.70 Total: 31.70 V08010 DUKE'S LANDSCAPI 8010125000-6815 5766 PROPERTY MAIM' S PD 0.00 800.00 V08010 DUKE'S LUPI 8010125000-6815 5718 PROPERTY MAINT S ED 0.00 3,640.00 V08010 DUKE'S LANDSCAPI 8010125000-6815 5765 PROPERTY MAINE' S PD 0.00 1,853.00 V08010 DUKE'S LANE CAPI 8010125000-6815 5767 PROPERTY MAINT S PD 0.00 800.00 V08010 LUKE'S LANDtSCAPI 8010125000-6815 5782 PROPERTY MAINT S PD 0.00 3,860.00 PEWd: 0.00 Pad: 10,953.00 Total: 10,953.00 V04764 FERNANDEZ, IDOL' 8010110000-6521 011211 Messenger Sezvic LSD 0.00 45.45 PEED Unpaid: 0.00 PPaaiid: 45.45 Total: 45.45 V12263 FOUR SEASaIS FSC 8110165626-7105/505320-7105 FN16007-Ef Lard 1Acx uisiticn PD 0.00 5,309.95 V12263 FOUR SEASONS FSC 8110165626-1198 1N16007-Ef Cash/F.c=v Agen PD 0.00 650,000.00 PEEDd: 0.00 �d: 655,309.95 Total: 655,309.95 V05574 IRCN MaNIAIN RE 8010110000-6493 CXB41040(B4111 C 104-CXB4111 P) 0.00 185.42 PEID Unpaid: 0.00 Paid: 185.42 Total: 185.42 City of Azusa HP 9000 03/01/11 OPEN H O L D DB LISTIN G By F, rcn/Entity Nacre Page 4 MAR 01, 2011, 8:57 AM ---req: RUBY leg: (;[, JL---lcc: BI-TECH---job: 801401 #31153---pgm: OH400 <1.34> rpt id: CHFL'IR02 SELECT FUND Codes: 80-82 ; Check Issue Rtes: 011611-013111 PE Ei PE Nr-re ACSITT NINEER / JOB NWEER Invoice Nuffber Description St Disc. Amt. Dist. Art. - ---- --- --------- - -- - -- -- -- - ---- ----- - ------ V03126 LJIN= NATICNAE 8000000000-3010 2325/1101002 PY#02/11 PD 0.00 50.00 PEIDd: 0.00 aid: 50.00 Total: 50.00 V10322 M & T BANK 8000000000-3010 MIB-1/25/11 Defrd carp Pbl/P Hi 0.00 489.77 V10322 M & T HANK 8000000000-3010 MIB-1/25/11F Defrd Carp Pbl/P FD 0.00 673.00 PEID U aid: 0.00 d: 1,162.77 Total: 1,162.77 V03222 ME DOZA PETTY CA 8010110000-6625 011111 Program Expense PD 0.00 28.37 PE;ID Uiri aid: 0.00 PPaaiid: 28.37 Total: 28.37 V08080 PSA PRIMING & M 8010110000-6601 4674 REDEV FLYERS/INV PD 0.00 191.19 PEID Unpaid: 0.00 Paid: 191.19 Total : 191.19 V08056 STANDARD INSURAN 8000000000-2725 011911 LITE P EM/JAN201 PJ 0.00 140.77 V08056 STANDARD INSURAN 8000000000-3044 011911 DISAB JAN20 PD 0.00 425.94 PEI ) UpW: 0.00 Paid: 566.71 'Total: 566.71 V00877 STATE BARD OF E 8010125000-6815 INV019641 4CARSP24X48NYBOW PD 0.00 2.49 V00877 STATE BYARD OF E 8010125000-6815 INV019916 ITEM #ECtABIl8RED FD 0.00 1.35 V00877 S1ATE BOARD OF E 8010125000-6815 1NV019916 ITEM #C\RSP24X48 FD 0.00 179.45 V00877 SITE BARD OF E 8010110000-6601 4674 REDEV FLYERS/INV PD 0.00 0.88 PEIDd: 0.00 Paid: 184.17 Total: 184.17 V11824 URBAN FUIURES IN 8110155000-6610 210290 2003A PRCJ AREA PD 0.00 1,850.00 City of Azusa HP 9000 03/01/11 OPEN HOLD DB LISTING By PEntity Narre Page 5 `TZ NAR 01, 2011, 8:57 AM --rag: RUBY leg: CL JL---loc: BI-TE7d---job: 801401 #J1153---pgn: CH400 <1.34> rpt id: CHFL'IRO2 SELECT FLUID Cis: 80-82 ; Check Issue Tates: 011611-013111 PE IL) PE Narre ACINI' NtN / ,TOB NUMBER. Invoice Nu±er Description St Disc. Amt. Dist. Pat. V11824 URBAN FUTURES IN 8010110000-6610 210289 TAXABL TABS 2007 PD 0.00 1,850.00 V11824 URBAN FUIURES IN 8110155000-6610 210290 2005A PEAT AREA PD 0.00 1,850.00 V11824 URBAN FUTURES IN 8010110000-6610 210289 'TAX ALLCC B NEE PD 0.00 1,850.00 V11824 URBAN FUTURES IN 8110155000-6610 210289 H1ISING TAX ALS PD 0.00 1,850.00 PElD ih .d: 0.00 Paid: 9,250.00 Total : 9,250.00 V00388 VERIZaT 8010110000-6915 6261975078122810 626-1975078 PD 0.00 20.13 PE1D Unpaid: 0.00 Paid: 20.13 Total : 20.13 V02752 WELLS FARM BANK 8210165618-0060 WFB-1/28/11 CISH/INVESIlvTr PD 0.00 165,570.07 V02752 WFTTS FAR,3O BANK 8210165616-0060 WFB-1/28/11 CJSH INVESPIENT PD 0.00 173,688.73 V02752 WELLS FARM BANK 8210165624-0074 WFB-1/25/11A C7.SH/Investrrent PD 0.00 240,025.28 V02752 WELLS FARCE BANK 8210165626-0074 WFB-1/25/11R CASH Investrrent FD 0.00 357,852.85 V02752 WELLS FARM BANK 8210165622-0074 WFB-1/25/11D CASH/Investment PD 0.00 113,122.94 V02752 WELLS FARM BANK 8210165620-0074 WFB-1/25/11C CAH/Investrrent PD 0.00 441,839.35 PEID Unpaid: 0.00 Paid: 1492,099.22 'Total: 1492,099.22 V02919 WEST COAST ARBOR 8110155000-6815 69108 II 'Y TREE S PD 0.00 1,497.00 PEW Unpaid: 0.00 Paid: 1,497.00 `Total: 1,497.00 GRAND TOTALd: 0.00 �d: 2222,254.85 'Total: 2222,254.85 Reversed: 3,125.00 1 AZUSA CONSENT CALENDAR TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: KERMIT FRANCIS, INTERIM DIRECTOR OF HUMAN RESOURCES/PERSONNEL OFFICER VIA: F.M. DELACH, CITY MANAGER/1W DATE: MARCH 7, 2011 SUBJECT: HUMAN RESOURCES ACTION ITEMS RECOMMENDATION It is recommended that the City Council approve the following Personnel Action Requests in accordance with the City of Azusa Civil Service Rules and applicable Memorandum of Understanding(s). BACKGROUND On February 22,2011,the Personnel Board confirmed the following Department Head recommendation regarding the following Personnel Action requests. A. MERIT INCREASE AND/OR REGULAR APPOINTMENT: DEPARTMENT NAME CLASSIFICATION ACTION/EFF RANGE/STEP DATE BASE MO SALARY RFS Lenore Gonzales Recreation Supervisor Merit Increase 4197/3 03/10/2011 $5,516.92 PW Mike Beato Street Maintenance Merit Increase 8153/3 Worker I 09/23/2010 $3,725.20 FISCAL IMPACT There is no fiscal impact, as positions listed are funded in approved department budgets. iYj2/-)/1)1/ r/ _ /)/