HomeMy WebLinkAboutAgenda Packet - December 21, 2009 - CC Or q,
4.ie!i40.,, r
vise.
-,..,,
AZUSA
AGENDA
REGULAR MEETING OF THE CITY COUNCIL,
AND THE REDEVELOPMENT AGENCY
AZUSA AUDITORIUM MONDAY, DECEMBER 21,2009
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
MAYOR PRO-TEM COUNCILMEMBER
NOTICE TO THE PUBLIC
Copies of staff reports or other written documentation relating to each item of business referred to on the Agenda
are on file in the Office of the City Clerk and are available for public inspection at the City Library.
Persons who wish to speak during the Public Participation portion of the Agenda,shall fill out a card requesting to
speak and shall submit it to the City Clerk prior to the start of the City Council meeting. When called, each person
may address any item on or off the agenda during the public participation.
6:30 P.M.
CLOSED SESSION
1. REAL PROPERTY NEGOTIATIONS (Gov. Code Sec. 54956.8)
Property: Water Right in the Main San Gabriel Basin
Agency Negotiator: City Manager Delach and Assistant City Manager Makshanoff
Negotiating Party: Monrovia Nursery
Under Negotiation: Price and Terms of Payment
12/21/09 - 1 -
2. REAL PROPERTY NEGOTIATIONS (Gov. Code Sec. 54956.8)
Agency Negotiators: City Manager Delach and Assistant City Manager Makshanoff
Under Negotiation: Price and Terms of Payment
a. DOWNTOWN NORTH A2 & A3 Site
Addresses: 858 N. Azusa Avenue, Azusa, CA
832 N. Azusa Avenue, Azusa, CA
826 N. Azusa Avenue, Azusa, CA
812 N. Azusa Avenue, Azusa, CA
830 N. Azusa Avenue, Azusa, CA
801 N. Alameda Avenue, Azusa, CA
810 N. Alameda Avenue, Azusa, CA
803 N. Dalton Avenue,Azusa, CA
805 N. Dalton Avenue, Azusa, CA
809 N. Dalton Avenue, Azusa, CA
Negotiating Parties: City/Azusa Redevelopment Agency/Lewis Retail Centers
b. NEC AZUSA/ARROW SITE
Address: 17511 E. Arrow Hwy, Azusa,CA 91702
Negotiating Parties: Fowler Family Trust
Address: 17525 E. Arrow Hwy
Negotiating Parties: City of Azusa and City of Azusa Redevelopment Agency
3. CONFERENCE WITH LEGAL COUNSEL-ANTICIPATED LITIGATION(Gov.Code Sec.54956.9(b)).
One Potential Case.
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—Bishop Sergio A. Rios—Azusa 2nd Ward
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. City Manager Delach to introduce new Library Director Nancy Johnson.
2. Mayor Rocha—Request for certificates of recognition for the 2009 Azusa Raider Cheer Mascot Squad who
12/21/09 - 2 -
won 1st place Mascot Small Division at Citrus College on December 5, 2009.
3. Discussion of date and time for January City Hall on the Move.
C. SCHEDULED ITEMS
1. IBEW CONTRACT EFFECTIVE AUGUST 1,2009 THROUGH JULY 31,2012.
RECOMMENDED ACTION:
Waive further reading and adopt Resolution No. 09-C104,approving the MOU between the International
Brotherhood of Electrical Workers(IBEW) and the City of Azusa dated August 1, 2009 through July 31,
2012. This is a three year MOU.
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 DECEMBER 7, 2009.
RECOMMENDED ACTION:
Approve Minutes as written.
2. HUMAN RESOURCES ACTION ITEMS.
RECOMMENDED ACTION:
Approve Personnel Action Requests in accordance with Section 3.3 of the City of Azusa Civil Service Rules
and applicable Memorandum of Understanding(s).
3. CLASS SPECIFICATION REVISION.
RECOMMENDED ACTION:
Approve Personnel Board recommendation,pursuant to the City of Azusa Civil Service Rules Section 3.3;
adopt the revised class specifications for Assistant Director of Electric Operations.
4. CIP PROJECT#66110F;AWARD OF CONTRACT,TARGET SEWER LINE IMPROVEMENTS
RECOMMENDED ACTION:
Authorize staff to award the Target Sewer Line Improvements Project No. 66110F to the Whiting-Turner
Contracting Company.
5. CIP PROJECT #66110A - CITRUS AVENUE RECONSTRUCTION (ALOSTA-FOOTHILL);
AUTHORIZATION TO ENTER INTO A PROFESSIONAL SERVICES AGREEMENT -
12/21/09 - 3 -
TOPOGRAPHIC SURVEY AND MAPPING SERVICES FOR CITRUS AVENUE AND FOOTHILL
BOULEVARD
RECOMMENDED ACTION:
Authorize staff to enter into a professional services agreement with Proactive Engineering Consultants for a
not to exceed fee of$13,750.00 to provide topographic survey and mapping services for Citrus Avenue
between Alosta Avenue and the northern city limit and Foothill Boulevard between Alosta Avenue and
Citrus Avenue.
6. FY 2009/10 CAPITAL IMPROVEMENT PLAN AMENDMENT AND AUTHORIZATION TO
SOLICIT REQUEST FOR PROPOSALS-TOPOGRAPHIC SURVEY AND MAPPING SERVICES
FOR CERRITOS AVENUE AND FIFTH STREET
RECOMMENDED ACTION:
Amend the 2009/2010 Capital Improvement Plan to include"Azusa Schools TLC Program"as a new project
and federal Safe Routes to School(SRTS)funds as a funding source;also authorize staff to solicit proposals
to obtain topographic survey and mapping services for Cerritos Avenue from Sixth Street to Rodecker Street
and Fifth Street from Rockvale Avenue to 300 west of Cerritos Avenue.
7. WARRANTS. RESOLUTION AUTHORIZING PAYMENT OF WARRANTS BY THE CITY.
RECOMMENDED ACTION:
Adopt Resolution No. 09-C 105.
CONVENE JOINTLY WITH THE REDEVELOPMENT AGENCY TO CONDUCT THE FOLLOWING
JOINT PUBLIC HEARING:
E. JOINT CITY AND AGENCY ITEM
1. JOINT PUBLIC HEARING — TO CONSIDER A SECOND AMENDMENT TO THE 2008
DISPOSITION AND DEVELOPMENT AGREEMENT WITH TARGET CORPORATION FOR
THE DEVELOPMENT OF A TARGET STORE AT 809 NORTH AZUSA AVENUE
RECOMMENDED ACTION:
a.Waive further reading and adopt Resolution No.09-C 105,(City)approving the Second Amendment to the
2008 Disposition and Development Agreement; and
b. Waive further reading and adopt Resolution No.09-R61,(Agency)approving the Second Amendment to
the 2008 Disposition and Development Agreement with Target Corporation("Target").
F. AGENCY SCHEDULED ITEMS
1. SECOND EXCLUSIVE NEGOTIATION AGREEMENT BETWEEN THE REDEVELOPMENT
12/21/09 -4 -
AGENCY OF THE CITY OF AZUSA AND LEWIS INVESTMENT COMPANY,LLC FOR THE
DOWNTOWN NORTH REDEVELOPMENT PROJECT
RECOMMENDED ACTION:
Adopt Resolution No. 09-R62, and authorize the Executive Director to enter into a Second Exclusive
Negotiation Agreement with Lewis Investment Company,LLC for the development of the downtown North
Redevelopment Project.
2. PURCHASE AGREEMENT FOR THE ACQUISITION OF THE REAL PROPERTY LOCATED
AT 229 S. AZUSA AVENUE (ENTERPRISE PROPERTY).
RECOMMENDED ACTION:
Waive further reading and adopt Resolution No. 09-R63, approving the Purchase Agreement for the
acquisition of the property located 229 S. Azusa Avenue (Enterprise Property).
3. REQUEST FOR QUALIFICATION (RFQ) TO DEVELOP AND OPERATE AFFORDABLE
HOUSING PROJECTS.
RECOMMENDED ACTION:
Approve the Request for Qualification to Develop and Operate Affordable Housing Projects("RFQ")and
authorize the Executive Director to circulate said RFQ to for-profit and non-profit housing producers.
4. LICENSE AGREEMENT WITH THE WHITING-TURNER CONTRACTING COMPANY FOR
USE OF AGENCY-OWNED PROPERTY LOCATED AT 812 N. AZUSA/801 N. ALAMEDA
(FORMERLY JOHNNY'S TOWING).
RECOMMENDED ACTION:
Approve the License Agreement with Whiting-Turner Contracting Company and authorize the Executive
Director to execute the License Agreement.
5. CITY CONTRIBUTION TO ASSIST THE AZUSA CHAMBER OF COMMERCE FOR THE
PRODUCTION OF A CITY DVD ("VIDEO").
RECOMMENDED ACTION:
Approve and authorize a Redevelopment Agency contribution to assist the Chamber of Commerce in
support of the Economic Development Business Action Committee for the production of a City of Azusa
DVD.
G. AGENCY CONSENT CALENDAR
The Consent Calendar adopting the printed recommended actions will be enacted with one vote. If
12/21/09 - 5 -
Boardmembers or Staff wish to address any item on the Consent Calendar individually, it will be
considered under SPECIAL CALL ITEMS.
1. APPROVAL OF MINUTES OF THE REGULAR MEETING OF DECEMBER 7,2009.
RECOMMENDED ACTION:
Approve Minutes as written.
2. APPROVAL OF A LICENSE AGREEMENT WITH TESORO SOUTH COAST COMPANY
(SHELL GAS STATION ON 106 SOUTH AZUSA AVENUE)
RECOMMENDED ACTION:
Agency Board approve a license agreement with Tesoro South Coast Company(Shell Gas Station on 106 S.
Azusa.Avenue)whereby Tesoro will allow the City the use of a portion of land on the southwest corner of
their parcel for the installation and maintenance related accessibility of the proposed I-210 reader board
sign.
3. WARRANTS. RESOLUTION AUTHORIZING PAYMENT OF WARRANTS BY THE AGENCY.
RECOMMENDED ACTION:
Adopt Resolution No. 09-R64.
H. ORDINANCES/SPECIAL RESOLUTIONS
1. ADOPTION OF AN ORDINANCE AMENDING THE AZUSA MUNICIPAL CODE RELATING TO
THE POSSESSION AND USE OF AEROSOL SPRAY PRODUCTS BY A MINOR.
RECOMMENDED ACTION:
Waive further reading and adopt Ordinance No. 09-09, entitled:
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF AZUSA,CALIFORNIA,AMENDING
CHAPTER 46 OF THE AZUSA MUNICIPAL CODE BY ADDING SECTIONS 46-324 AND 46-325
RELATING TO THE POSSESSION AND USE OF AEROSOL SPRAY PRODUCTS BY A MINOR.
I. ADJOURNMENT
1. Adjourn.
12/21/09 - 6 -
UPCOMING MEETINGS:
January 5, 2010, (Tuesday)City Council Meeting—6:30 p.m. (Auditorium)
January 11, 2010 Special City Council Meeting—
January 19, 2010, (Tuesday) City Council Meeting—6:30 p.m. (Auditorium)
January 25, 2010, Utility Board Meeting—6:30 p.m. (Light and Water Conference Room)
February 1,2010, City Council Meeting—6:30 p.m. (Auditorium)
February 16, 2010 (Tuesday) City Council Meeting—6:30 p.m. (Auditorium)
In compliance with Government Code Section 54957.5, agenda materials are available for inspection by
members of 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.
12/21/09 - 7 -
ed.,
Xis a
AZUSA
AGTTDA I'T'EM
TO: THE HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
6-
FROM: ALAN KREIMEIER, DIRECTOR OF ADMINISTRATIVE SERVICES/ CFO 114('
VIA: F.M. DELACH, CITY MANAGERIi
DATE: DECEMBER 21, 2009
SUBJECT: IBEW CONTRACT EFFECTIVE AUGUST 1, 2009 THROUGH JULY 31, 2012
RECOMMENDATION
It is recommended that City Council adopt the attached resolution approving the MOU between
the International Brotherhood of Electrical Workers (IBEW) and the City of Azusa dated August
1, 2009 through July 31, 2012. This is a three year MOU.
BACKGROUND
Beginning in April of 2009, City Administration began negotiations with IBEW to establish a
new MOU. After many months of negotiations in this difficult economic climate, IBEW and the
City have come to an agreement for a three year period.
A partial summary of the proposed changes to the current IBEW Memorandum of Understanding
includes:
• A one time cash payment in lieu of a cost of living increase for fiscal 2009-10 in the
amount of 3.75% of salary earned the prior fiscal year.
• Cost of living increases as follows:
o August 1, 2010 minimum of 2% to a maximum of 4%pursuant to the CPI.
o August 1, 2011 minimum of 2%to a maximum of 4%pursuant to the CPI.
• Special 5% salary adjustment for electric workers certified for"rubber gloving".
• Flex benefit increase language consistent with prior MOU.
Please see attached MOU for more details.
Staff recommends Council approve this Memorandum of Understanding.
FISCAL IMPACT
Finance estimates the cost of the salary changes to be approximately $ 155,860 this fiscal year
and from $ 192,973 to $ 589,827, depending on inflation, for the following two fiscal years. The
bulk of these costs are provided from Light and Water funding with approximately $10,210 to
$16,200, depending on inflation, coming from the General Fund.
MEMORANDUM OF UNDERSTANDING
BETWEEN THE CITY OF AZUSA
AND LOCAL 18 OF THE
INTERNATIONAL BROTHERHOOD OF
ELECTRICAL WORKERS
AUGUST 1, 2009 THROUGH JULY 31, 2012
TABLE OF CONTENTS
1 . RECOGNITION 1
2. CITY RIGHTS 1
3. EMPLOYEE ORGANIZATIONAL RIGHTS AND RESPONSIBILITIES 2
4. NONDISCRIMINATION 4
5. SAFETY AND HEALTH 4
6. GRIEVANCE AND APPEALS PROCEDURE 5
7. PROBATIONARY EMPLOYEES 8
8. REINSTATEMENT 8
9. NO STRIKE - NO LOCKOUT 9
10. HOURS OF WORK 10
11 . OVERTIME 11
12. STANDBY AND CALLBACK 12
13. WORKING OUT OF CLASSIFICATION 13
14. SALARY AND COMPENSATION AND RETIREMENT 14
14.1. Pay Increases 14
14.2 Differential Pay - Rubber Gloving 15
14.3 Salary Surveys 15
14.4. Flex Staffing 15
14.5. Apprentice Line Mechanic and Line Mechanic Helper 15
14.6. Customer Service Representatives 16
14.7. Water Distribution Workers and Water Production Operators 16
14.8. Meter Test Series 16
14.9. Retirement 16
14.10. Retirement Enhancement 17
14.11 . Longevity Premium 17
14.12. Bilingual Premium 17
14.13. Education Incentive Premium 17
14.14. Automatic Payroll Deposit 18
14.15. Job Security 18
15. HOLIDAYS 19
15.1. Designated Holidays 19
15.2. Applicable Overtime Rates 19
15.3. Floating Holidays 19
15.4. Observation 19
16. VACATION 20
16.1 . Computation and Accrual of Vacation 20
16.2. Termination 20
16.3. Conversion 21
17. LEAVE OF ABSENCE 21
18. JURY DUTY 21
19. MILITARY LEAVE 22
20. SICK LEAVE, INDUSTRIAL LEAVE, AND BEREAVEMENT LEAVE 22
20.1. Sick Leave 22
20.2. Procedure 23
20.3. Probationary Period 23
20.4. Reasons for Use of Sick Leave 23
20.5. Restrictions on Sick Leave 24
20.6. Accrual and Use 24
20.7. Payment for Accumulated Sick Leave 24
20.8. Sick Leave During Vacation 25
20.9. Industrial Leave 25
20.10. Bereavement Leave 27
21. FRINGE BENEFIT ADMINISTRATION 27
21.1. Administration 27
21.2. Selection of Funding Method 27
21.3. Changes 27
21.4. Deferred Compensation 27
22. LIFE INSURANCE 27
23. HEALTH BENEFITS 28
23.1. Flexible Benefit Plan 28
23.2. Retirement 29
24. EDUCATIONAL REIMBURSEMENT AND LICENSES, COMPUTER LOAN 29
24.1. Tuition Reimbursement 29
24.2. Repayment of Apprentice Line Mechanic Training 31
24.3. Computer Loan Program 31
25. UNIFORM STANDARDS 31
25.1. Presentability 31
25.2. Warm Weather 31
25.3. Shirts 32
25.4. Meter Readers 32
25.5. Customer Service 32
26. SOLE AND ENTIRE MEMORANDUM OF UNDERSTANDING 32
27. WAIVER OF BARGAINING DURING TERM OF THIS AGREEMENT 32
28. SEPARABILITY 32
29. MAINTENANCE OF EXISTING BENEFITS AND CONDITIONS 33
30. LONG TERM DISABILITY INSURANCE 33
31. TERM OF MEMORANDUM OF UNDERSTANDING 33
32. RATIFICATION AND EXECUTION 33
MEMORANDUM OF UNDERSTANDING BETWEEN
THE CITY OF AZUSA AND
LOCAL 18 OF THE
INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS
Effective August 1, 2009 thru July 31, 2012
1. RECOGNITION
Pursuant to the policy of the City of Azusa(hereinafter referred to as the City), the City has recognized Local 18 of the
International Brotherhood of Electrical Workers (hereinafter referred to as the Union) as the sole bargaining
representative for those Employees(hereinafter referred to as employee(s)working for the City who are enumerated in
Exhibit"A.".
2. CITY RIGHTS
2.1. Management Rights
The City reserves, retains and is vested with, solely and exclusively,all rights of management which have not been
expressly abridged by specific provisions of this Memorandum of Understanding or by law to manage the CITY,as
such rights existed prior to the execution of this Memorandum of Understanding. The sole and exclusive rights of
management, as they are not abridged by this Agreement or by law, shall include, but not be limited to, the
following rights:
2.1.1. To manage the City generally and to determine the issues of policy.
2.1.2. To determine the existence or non-existence of facts which are the basis of the Management
decision.
2.1.3. To determine the necessity and organization of any service or activity conducted by the CITY and
expand or diminish services.
2.1.4. To determine the nature, manner, means,and technology,and extent of services to be provided to
the public.
2.1.5. Methods of financing.
2.1.6. Types of equipment or technology to be used.
2.1.7. To determine and change the facilities, methods,technology, means,and size of the work force by
which the City operations are to be conducted.
2.1.8. To determine and change the number of locations,relocations,and types of operations, processes
and materials to be used in carrying out all City functions including, but not limited, the right to
contract for or subcontract any work or operation of the City.
2.1.9. To assign work to and schedule employees in accordance with requirements as determined by the
City and to establish and change work schedules and assignments.
2.1.10. To relieve employees from duties for lack of work or similar non-disciplinary reasons.
2.1.11. To establish and modify productivity and performance programs and standards.
2.1.12. To discharge, suspend, demote or otherwise discipline employees for proper cause.
2.1.13. To determine job classifications and to reclassify employees.
1
MEMORANDUM OF UNDERSTANDING, LOCAL 18 OF THE IBEW, AUGUST 1, 2009 to July 31, 2012
2.1.14. To hire, transfer, promote and demote employees for non-disciplinary reasons in accordance with
this Memorandum of Understanding and applicable Resolutions and Codes of the City.
2.1.15. To determine policies, procedures and standards for selection, training and promotion of
employees.
2.1.16. To establish employee performance standards including, but not limited to, quality and quantity
standards and to require compliance therewith.
2.1.17. To maintain order and efficiency in its facilities and operations.
2.1.18. To establish, promulgate and modify rules and regulations to maintain order and safety in the City,
which are not in contravention with this agreement.
2.1.19. To take any and all necessary action to carry out the mission of the City in emergencies not
contrary to this Agreement.
3. EMPLOYEE ORGANIZATIONAL RIGHTS AND RESPONSIBILITIES
3.1. Dues Deductions
The City shall deduct for dues and Union benefits on regular basis from the pay of all employees in the
classifications and positions recognized to be represented by the Union who voluntarily authorizes such deduction,
in writing, on a mutually agreed upon form to be provided for this purpose. The City shall remit such funds to the
Union within ten (10)days following their deduction.
3.2. Indemnification
The Union agrees to hold the City harmless and indemnify the City against claims, causes of action or lawsuits
arising out of the deductions or transmittal of such funds to the Union, except the intentional failure of the City to
transmit to the Union monies deducted from the employees pursuant to this Article.
3.3. Newly Hired Employees
The Union shall be provided with a list of the names and departments of newly hired employees in the
representation unit on a monthly basis.
3.4. Maintenance of Membership
3.4.1. All unit members who, on January 1, 1994, or thereafter are members of IBEW, Local 18 shall
maintain membership in IBEW, Local 18 for the term of this MOU, except as otherwise provided
below.
3.4.2. IBEW, Local 18 hereby agrees to hold harmless the City of Azusa and its officers and employees
from any claim loss or liability or cause of action of any nature whatsoever arising out of the
implementation of this article.
3.4.3. Every employee who is a member of IBEW, Local 18 shall have the right to withdraw from
membership between June 1 and June 15 of each year.
3.5. Bulletin Boards
The Union shall have the right to use adequate space on the bulletin boards on City premises for the purpose of
posting announcements and Union information. The bulletin board space shall be used for the following subjects
only:
2
MEMORANDUM OF UNDERSTANDING, LOCAL 18 OF THE IBEW, AUGUST 1, 2009 to July 31, 2012
3.5.1. Union recreational, social and related Union news bulletins.
3.5.2. Scheduled Union meetings.
3.5.3. Information concerning Union elections and the results thereof.
3.5.4. Reports of official Union business, including Union newsletters, reports of committees, or the
Board of Directors.
3.5.5. Any other written material which first has been approved and initiated by the designated City
representatives appointed by the City Manger. The designated City representatives must either
approve or disapprove a request for posting within twenty-four (24) hours, excluding Saturday,
Sunday and legal holidays,from the receipt of the material and request to post it. The designated
City representatives shall not unreasonably withhold permission to post.
3.6. Rights, Powers and Authority
Except as limited by specific and express terms of this Memorandum of Understanding,the Union hereby retains
and reserves unto itself all rights, powers and authority, confirmed on and vested in it by the laws and Constitution
of the State of California or United States of America.
3.7. Union Organization
3.7.1. The Union representatives are those elected or appointed in accordance with the constitution and
bylaws of the Union. Azusa recognizes the Union's right to appoint shop stewards.
3.7.1.1. The Union shall notify the Azusa City Management Representative, in writing, of the
names and job class titles of its officers, shop stewards and other representatives each
time an election is held or new appointments are made.
3.7.1.2. An employee elected or appointed as an officer or shop steward of the Union shall be
required to work full time in his respective job class and shall not interrupt the work of
other employees.
3.7.2. Officers and representatives(subject to the provisions of Paragraph 3.7.1.2.)of the Union shall be
permitted to visit employee work locations for the purpose of observing conditions under which
employees are working, provided such visit shall not interrupt the work of such employees,
interfere with the normal operations of the department or with established safety requirements.
3.7.2.1. Such officers and representatives shall not enter any work location without the
knowledge of the department head, division head, or other appropriate supervisor.
3.7.2.2. Solicitation of membership and all activities concerned with the internal management of
the Union, such as collecting dues, holding membership meetings, preparation of
petitions or grievance material, preparation of proposals, campaigning for office,
conducting elections and distributing literature, shall not be conducted during working
hours.
3.7.2.3. Such officers and representatives shall not use City vehicles while conducting activities
as stated in 3.7.2.2.
3.7.3. In the event that the Union is formally meeting and conferring with representatives of Azusa on
matters within the scope of representation during regular Azusa business hours, a reasonable
number of officers, shop stewards or other representatives of the Union shall be allowed
reasonable time off without loss of compensation or other benefits.
3
MEMORANDUM OF UNDERSTANDING, LOCAL 18 OF THE IBEW, AUGUST 1, 2009 to July 31, 2012
3.7.4. Such officers, shop stewards and representatives shall not leave their duty or workstation or
assignment without the knowledge of the department head, division head or other appropriate
supervisor.
3.7.4.1. Such meetings are subject to scheduling in a manner consistent with operating needs
and work schedules.
3.7.5. Officers and shop stewards or representatives(subject to the provisions of Paragraph 3.7.1.2.)of
the Union shall be permitted, if requested by the Union employee, to attend the employee
counseling session,which could result in disciplinary action. Such officers shall also be permitted,
if requested by the Union employee, to be present at employee disciplinary session.
3.7.5.1. Such officers shall not leave their duty or workstation without the knowledge of the
department head, division manager or other appropriate supervisor.
3.7.6. Officers, shop stewards or representatives of the Union, when requested of their respective
division manager, shall be given reasonable time during work hours to investigate and process
specified grievances or complaints arising out of the application of MOU or personnel rules.
4. NONDISCRIMINATION
4.1. Protection of Rights
The parties recognize and agree to protect the rights of all employees to join and participate in protected Union
activities or to refrain from joining or participating in such activities.
4.2. Anti-Discrimination
The City and the Union agree that they shall not discriminate against any employee because of race, color, sex,
age, national origin, political or religious opinions or affiliation. The parties shall reopen any provisions of this
agreement for the purpose of complying with any final order of the federal or state agency or court of competent
jurisdiction requiring a modification or change in any provision or provisions of this agreement in compliance with
state or federal anti-discrimination laws.
4.3. Gender
Whenever a word of the masculine or feminine gender is used in this Memorandum of Understanding, it shall be
construed to include the other gender.
5. SAFETY AND HEALTH
5.1. Federal and State Laws
The City and the employees of the City agree to comply with all applicable federal and state laws,which relate to
health and safety. In addition, the City and the Union agree to actively pursue the continuance of safe working
procedures and environment.
4
MEMORANDUM OF UNDERSTANDING, LOCAL 18 OF THE IBEW, AUGUST 1, 2009 to July 31, 2012
5.2. Footwear
Employees who are required to wear specified footwear(safety shoes or boots, heavy-duty walking shoes)shall
receive an allowance of two hundred-ten dollars$210 per year, except for those employees who are required to
wear Lineman's boots shall receive an allowance of up to the equivalent of one pair of lineman's boots per year. An
employee who fails to outfit him/herself with proper footwear when reporting to work shall be asked to leave
without pay until the proper footwear requirement is met. Management and employees shall determine jointly the
acceptable footwear at the beginning of each fiscal year. Employees working less than one (1) year shall be
entitled to the appropriate allowance under this section on a pro rata basis.
5.3. Weather and Air Quality
The department head or his/her division manager shall determine what constitutes inclement weather or
unhealthful air quality with due regard to the nature of the work to be performed and the needs of the CITY. If the
Southern California Air Quality Management District(SCAQMD)declares a Stage 3 alert,then all work in the field
shall cease until such alert is canceled. If the department head or his/her division manager declares that a
condition of inclement weather or air quality exists,then all field employees shall return to the corporation yard for
the duration of the assigned shift. The employees may be assigned light duty work,which does not involve heavy
and constant exposure to such weather or unhealthful air quality conditions.
6. GRIEVANCE AND APPEALS PROCEDURE
6.1. Resolution and Complaints
In any instance of grievance,the employee shall first make an effort to resolve such grievance with his immediate
supervisor. In the event such efforts are not mutually satisfactory, the employee aggrieved shall within five (5)
working days, reduce his complaint to writing. The complaint shall set forth all the facts necessary to understand
the issues involved. It shall be submitted in writing to the employee's immediate supervisor who shall transmit it to
the department head.
6.2. Investigation
The department head shall investigate the facts and issues involved and respond in writing within five(5)working
days, stating the department's view on the issue involved, with a copy to the employee.
6.3. Further Discussion
If the employee wishes to discuss the grievance further, he shall, within ten (10) working days of receipt of the
department head's reply, appeal the department head's decision in accordance with Section 6.4. or Section 6.5..
6.4. Appeal of Disciplinary Action
Any employee in the classified service shall have the right to appeal to the Personnel Board regarding any
discipline. The appeal shall contain a written narrative by the employee of the discipline imposed, giving dates of
occurrences or conditions, as applicable.
The department head shall prepare a written answer to the allegations and transmit it to the Personnel Board with
a copy to the employee.
5
MEMORANDUM OF UNDERSTANDING, LOCAL 18 OF THE IBEW, AUGUST 1, 2009 to July 31, 2012
6.4.1. Hearings
The Personnel Board shall set the matter for hearing and give the appellant and the department head at
least five (5) business days notice in writing of the date and place of such hearing. The appellant shall
attend, unless excused by the Personnel Board, and shall be entitled to:
6.4.1.1. Be represented by counsel or other representative of his choice;
6.4.1.2. Testify under oath or affirmation;
6.4.1.3. Subpoena witnesses;
6.4.1.4. Cross-examine all witnesses;
6.4.1.5. Present such affidavits, exhibits and other evidence deemed pertinent to the hearing.
6.4.2. Unexcused Absences
Unexcused absences of the appellant at such hearing shall be deemed a withdrawal of the petition and
consent to the action from which the appeal was taken.
6.4.3. Power to Examine
In any investigation or hearing conducted by the Personnel Board, the Board shall have the power to
examine witnesses under oath and compel their attendance or the production of evidence before it by
subpoena issued in the name of the City and attested by the City Clerk. It shall be the duty of the Chief of
Police to cause all such subpoenas to be served and refusal of a person to attend or testify in answer to
such subpoena shall subject said person to prosecution in the same manner set forth by law for failure to
appear before the City Council in response to a subpoena issued by the City Council. Each member of the
Personnel Board shall have power to administer oaths to witnesses. The Personnel Board may exclude
from any public or private hearing during the examination of a witness any or all other witnesses in the
matter being investigated by the Personnel Board.
6.4.4. Burden of Proof
The burden of proof shall be on the department head.
6.4.5. Informality
Hearings shall be informal. The Personnel Board may receive and consider such oral,written and physical
evidence as it deems pertinent, and may receive it in such order and manner as in the judgment of the
Personnel Board is fair and equitable in each case. Parties to any matter before the Personnel Board may
be represented by counsel, but the right of such representation shall not be construed to require observance
of the formal rules of evidence,or other formality, in the conduct of a hearing; nor shall such formality in the
proceedings invalidate any decision rendered by the Personnel Board.
6.4.6. Findings of the Personnel Board
6.4.6.1. Within ten (10)days after concluding the hearing, the Personnel Board shall certify its
findings, in writing,to the City Council,that the accused was exonerated, reprimanded,
fined, demoted, removed, dismissed, reduced in compensation or otherwise penalized.
6
MEMORANDUM OF UNDERSTANDING, LOCAL 18 OF THE IBEW, AUGUST 1, 2009 to July 31, 2012
6.4.6.2. Should the Personnel Board find the accused was suspended, demoted, or removed
without sufficient cause, said Personnel Board shall order the accused reinstated
forthwith to the position from which he was suspended, demoted,or removed and shall
order paid to him the salary to which he would have been entitled had he not been
suspended, demoted or removed.
6.4.6.3. After the Personnel Board has made its decision, the employee shall have no right to
grieve the disciplinary action with the exception of Section 6.4.6.4. (Rev 7-30-90).
6.4.6.4. Except for bad faith or lack of evidence, such findings of the Personnel Board shall
certify to the City Council shall be final. In such an event of bad faith or lack of
evidence, the City Council shall be the final review board to which an employee may
appeal.
6.4.6.5. The findings of the Personnel Board shall be filed as permanent record by the
Personnel Officer, who shall deliver a certified copy to any employee, officer or other
persons affected by such findings.
6.4.6.6. Any member of the Personnel Board may submit a minority or supplemental report,
which shall be filed as a permanent record by the Personnel Officer.
6.4.7. Joint Accusations
Any person who is accused jointly with one or more Employees shall have the right to appear before the
Personnel Board and request that his appeal be heard separately.
6.4.8. Continuance
The Personnel Board may grant a continuance of any hearing for good cause.
6.5. Advisory Arbitration
Advisory arbitration is for grievances relating solely to contract/MOU interpretation and where the employee elects
to be represented by IBEW. Where the employee elects not to be represented by IBEW,such grievances shall be
heard by the Personnel Board.
6.5.1. The arbitrator shall be selected by mutual agreement of both parties from a list of seven (7)
arbitrators submitted by the American Arbitration Association. The selection shall be made by
alternatively striking the list with the first strike determined by lot.
6.5.2. Where practicable, the date for a hearing shall not be less than 20 calendar days, nor more than 60
calendar days,from the date of the filing of the appeal with the Personnel Director. The parties may
stipulate to a longer or shorter period of time in which to hear the appeal. All interested parties shall
be notified in writing of the date, time, and place of hearing.
6.5.3. All hearings shall be conducted according to the procedures of the American Arbitration Association.
6.5.4. Arbitration of a grievance under this provision shall be limited to the issues submitted. The
Arbitrator's decision shall not add to, subtract from, or otherwise modify the terms and conditions of
this agreement.
6.5.5. The Arbitrator shall submit his/her written decision within thirty(30)calendar days following the close
of hearing, unless the parties agree to an extension. The decision shall set forth findings of fact and
conclusions.
7
MEMORANDUM OF UNDERSTANDING, LOCAL 18 OF THE IBEW, AUGUST 1, 2009 to July 31, 2012
6.5.6. The Arbitrator's decision shall be filed with the City Administrator, with a copy sent to the grievant
and a copy to the Human Resources Director.
6.5.7. The Arbitrator's decision shall be subject to the approval of the City Council. Either party shall have
the opportunity to submit their arguments to the City Council with regard to the Arbitrator's findings of
fact and conclusions.
6.5.8. The decision of the City Council shall be final and conclusive. Copies of the City Council's decision,
including the Arbitrator's recommendation(s) shall be filed where appropriate.
6.5.9. Each party shall bear equally the cost of facilities,fees and expenses of the Arbitrator,including any
court reporter and transcripts. Each party shall bear its own witness and attorney fees. If either
party unilaterally cancels or postpones a scheduled hearing, thereby resulting in a fee charged by
the Arbitrator or court reporter,then the party responsible for the cancellation or postponement shall
be solely responsible for payment of that fee. This process shall not apply to mutual settlements by
the parties, which result in an arbitration fee.
6.5.10. The provisions of Section 1094.6 of the Code of Civil Procedure shall be applicable to proceedings
under this Section.
7. PROBATIONARY EMPLOYEES
7.1. Probationary Basis
All appointments in the classified service, including promotional appointments, shall be made on a probationary
basis. All appointments, whether initial or promotional, shall be for a six (6) month probationary period, and
customary evaluations of the progress and desirability of the appointee as a permanent employee shall be made.
7.2. Discharge
Subject to Section 7.3., an employee may be discharged at any time during his probationary period without the
right of appeal or hearing.
7.3. Probationary Reinstatement
An employee serving a probationary period in a promotional position whose job performance is unsatisfactory shall
be reinstated to the position from which he was promoted, unless charges are filed and he is discharged in a lawful
manner.
8. REINSTATEMENT
8.1. Recommendation of Department Head
Upon recommendation of the department head and the City Manager, an employee, who resigned in good
standing, may within one(1)year of the effective date of such resignation, be reinstated without an examination to
a position in the same class in which he previously served, providing a vacancy exists. Reinstatement will be
made to the step and salary range, which was received by the employee at the time of resignation.
8.2. Previous Service Credit
An employee reinstated after resignation in accordance with Section 8.1.shall be credited with his previous service
for computation of vacation, but shall not retain any sick leave accumulated prior to resignation.
8
MEMORANDUM OF UNDERSTANDING, LOCAL 18 OF THE IBEW, AUGUST 1, 2009 to July 31, 2012
8.3. Probationary Period
An employee,so reinstated, shall serve a probationary period of six(6)months and be subject to termination upon
unsatisfactory service during the probationary period. The employee shall not be eligible for vacation benefits until
he achieves permanent status;at which time, he or she shall be eligible for benefits earned following reinstatement
and credited with previous service for computation of vacation leave.
9. NO STRIKE - NO LOCKOUT
PROHIBITED CONDUCT
9.1. No Cause Agreement
The union, its officers, agents, representatives and members agree that during the term of this Agreement, they
will not cause or condone any strike,walkout, slowdown, sickout, or any other job action by withholding or refusing
to perform services.
9.2. Lockout
The city agrees that it shall not lock out its employees during the term of this Agreement. The term "lockout" is
hereby defined so as not to include the discharge, suspension, termination, layoff, failure to recall, or failure to
return to work of employees of the City in the exercise of its rights to do so as set forth in any of the provisions of
this Agreement or applicable ordinance or law.
9.3. Termination
Any employee who participates in any conduct prohibited in Section 9.1. of the above may be subject to
termination by the City.
9.4. Suspension
In addition to any other lawful remedies or disciplinary actions available to the City, if the Union fails, in good faith,
to perform all responsibilities listed below in Section 9.5., "Union Responsibility- Instruction to Cease", the City
may suspend any and all rights, privileges, accorded to the union under this Memorandum of Understanding,
including but not limited to suspension of recognition of the Union,grievance procedure, right of access,check-off,
the use of the City's bulletin boards and facilities.
UNION RESPONSIBILITY
9.5. Instruction to Cease
In the event that the Union, its officers, agents, representatives or members engage in any of the conduct
prohibited in Section 9.1 above, "Prohibited Conduct - No Cause Agreement", the Union or its duly authorized
representatives shall immediately instruct any persons engaging in such conduct that their conduct is in violation of
this Memorandum of Understanding and unlawful and they should immediately cease engaging in conduct
prohibited in Section 9.1 above, "Prohibited Conduct- No Cause Agreement" and return to work.
9.6. Non-Liability
If the Union performs all of the responsibilities set forth in Section 9.5. above, its officers, agents and
representatives shall not be liable or damages for prohibited conduct performed by employees who are covered by
this Agreement in violation of Section 9.1 above, "Prohibited Conduct- No Cause Agreement".
9
MEMORANDUM OF UNDERSTANDING, LOCAL 18 OF THE IBEW, AUGUST 1, 2009 to July 31, 2012
10. HOURS OF WORK
10.1. Intent of Article
This article is intended to define the normal hours of work per day or per week in effect at the time of execution of
this MOU. Daily hours of work or shifts for employees within departments shall be assigned by the department
head, as required to meet the needs of the department.
10.2. Workweek/Workday
10.2.1. The regular workweek for all employees covered by this MOU shall not exceed forty (40)
hours for four (4) consecutive days, commencing at 12:01 a.m. Sunday and ending at
Midnight Saturday. The workweek for all employees shall be either Monday through
Thursday or Tuesday through Friday. The City reserves the right to determine which of the
four(4)consecutive workdays(as defined above)for any employee affected by this MOU as
required to meet the needs of the department.
10.2.2. Except as provided for in 10.2.4 and 10.2.5, the workday will be ten and one-half(10 1/2)
hours with forty(40)minutes for lunch and two(2)fifteen(15)minute breaks to be scheduled
with the approval of a supervisor or department head. The City reserves the right to
determine the beginning and ending times of the ten(10)hour workday. The City and Union
agree to establish a committee of their respective representatives in an effort to establish
guidelines for combining breaks and lunch periods.
10.2.3. Notwithstanding the above, the Water Production Operators may work an alternate work
schedule as directed by the Utilities Director. The Utilities Utility Director shall meet and
confer with the Union, however, prior to implementing any such alternative schedule.
The parties acknowledge that to maintain any alternative work schedule it is necessary to
maintain a work period in accordance FLSA.
The current 42-day alternative work schedule is as follows:
Monday to Thursday
Monday to Thursday
Tuesday to Friday
Tuesday to Friday
Wednesday to Wednesday
For purposes of section 11.4.6,the Saturday before and after the Wednesday to Wednesday
work period in the 42-day schedule shall be treated as a Sunday.
10.2.4. The City may maintain a five eight-hour days per week schedule for employees currently
assigned to such a schedule. Further the City may assign a five, eight-hour days per week
schedule to employees preferring to work such a schedule.
10.2.5. Commencing no later than the first year of the agreement, the parties agree to meet &
discuss additional alternatives that will enable the City to provide services on an expanded
basis to best meet the public's needs.
10
MEMORANDUM OF UNDERSTANDING, LOCAL 18 OF THE IBEW, AUGUST 1, 2009 to July 31, 2012
10.3. Timekeeping Interval
In compliance with the Fair Labor Standards Act(FLSA),the minimum time keeping interval shall be fifteen(15)
minutes. Periods of time of seven (7) minutes or less shall be rounded down and periods of time of eight (8)
minutes or more shall be rounded up.
11. OVERTIME
11.1. Premium Pay
All employees shall be entitled to premium pay or compensatory time off for all hours worked in excess of ten(10)
hours in one work day or forty (40) hours within the employee's regular work week. For the purposes of this
Article holiday pay, sick leave, and other compensated time off shall count for the hours.
11.2. Compensatory Time Off
11.2.1. Compensatory time shall be accumulated at the appropriate rate for each hour of overtime
worked. Only time actually worked shall count in the computation of premium pay or
compensatory time off.
11.2.2. Compensatory time shall be paid either in the form of pay at the employee's regular hourly
rate at the time the overtime was worked or equal time off and shall be decided at the time
the overtime is worked. The method of payment of compensatory time, either in cash or
equivalent time off, must be authorized and approved by the department head.
11.2.3. Accumulated compensatory time not used in the pay period in which it was earned may be
carried over to a maximum of one hundred sixty(160) hours.
11.2.4. Accumulated compensatory time off may be taken by an employee upon reasonable notice
and prior approval of the department head. In approving compensatory time off, the
department head will, as far as practicable,attempt to accommodate employee convenience
to the degree possible in light of the operational requirements of the department.
11.3. Overtime Timekeeping Interval
All overtime shall be accumulated in increments of no less than fifteen(15)minutes per day. When an employee
works less than fifteen (15) minutes per day of overtime, the employee shall not receive compensatory time for
increments of less than fifteen (15) minutes per day.
11.4. Rate of Compensation
11.4.1. Except as provided elsewhere, all overtime work shall be compensated at one and one-half
(1%)times the number of hours worked.
11.4.2. All work done between the hours of midnight(12 midnight)and five o'clock in the morning(5
a.m.) shall be compensated at two (2)times the usual rate of pay.
11.4.3. In the event that an employee is summoned to work before four o'clock in the morning (4
a.m.)he or she shall be compensated at two(2)times the normal rate of pay until either he or
she has a six hour rest period.
11.4.4. In the event that an employee is summoned to work between 4 a.m. and 5 a.m. and is
required to continue to work, he or she shall be compensated one and one-half(1 1/2)times
the regular rate of pay for all work performed after 5 a.m. until he or she has a six (6) hour
rest period.
11
MEMORANDUM OF UNDERSTANDING, LOCAL 18 OF THE IBEW, AUGUST 1, 2009 to July 31, 2012
11.4.5. All hours worked in excess of twelve(12)consecutive hours shall be compensated at two(2)
times the normal rate until the employee has a six (6)-hour break.
11.4.6. All hours worked during holidays (except for floating holidays) and Sundays shall be
compensated at premium overtime rate of two(2)times the normal rate,which may be taken
in pay or equivalent compensatory time off.
11.5. Overtime Meal Policy
11.5.1. When an employee is required to work continuous, unplanned overtime beyond his or her
regular shift, he or she shall be provided with a meal and time to eat the meal no more
than two(2) hours after the commencement of such work and no less frequently than
every four(4) hours actually worked thereafter or he or she shall receive a meal
reimbursement of fifteen dollars ($15)for each such period. During an emergency
situation, a meal period would not be mandatory and the missed 1/2 hour meal period shall
be stacked to the end of the shift at the appropriate overtime rate.
11.5.2. When an employee is required to perform scheduled or unscheduled work outside of his or
her regular work hours, he or she shall be provided with a meal and the time to eat the meal
no less frequently than every four (4) hours or a meal reimbursement of fifteen dollars
($15)for each such four(4) hour period and 1/2 hour shall be added on to the time worked
at the appropriate overtime rate for each meal period missed.
11.5.3. In the event that an employee is summoned to work before five o'clock in the morning (5
a.m.)and is required to continue to work into his or her regular shift on the same task that he
or she was summoned for shall be provided with a meal and time to eat the meal no less
frequently than every four(4)hours or a meal reimbursement of fifteen dollars($15)for each
such four (4) hour period.
11.5.4. When an employee is required to report to work one (1) hour prior to his/her normal shift,
he/she shall be provided a meal and the time to eat the meal,or a meal reimbursement of not
more than fifteen dollars ($15).
11.6. Limitation of Authority
Nothing herein is intended to limit or restrict the authority of the City to require any employee to perform overtime
work.
11.7. Priority
Permanent employees will be given priority to receive after-hours work assignments. However, management
reserves the discretion to assign after-hours work to temporary/part-time employees as long as the
temporary/part-time employee, by performing an after-hours work assignment, will not exceed thirty-two (32)
hours worked during the week.
12. STANDBY AND CALLBACK
12.1. Standby Pay
The City agrees to pay time and one-half(1 1/2)for standby time with a minimum of two (2) hours, which will
result in three (3) hours of regular pay. In the event the employee notifies the department that he/she will be
using sick leave while on standby duty, he/she will not be entitled to standby pay.
12
MEMORANDUM OF UNDERSTANDING, LOCAL 18 OF THE IBEW, AUGUST 1, 2009 to July 31, 2012
12.2. Callback Pay
If an employee is required to be called back to work after completing his or her normal shift or after having left
City premises or the employee's work location, the employee shall be compensated at the appropriate rate for
each hour worked on callback with a minimum of two (2) hours callback compensation at the appropriate rate,
regardless of whether the employee actually works less than two(2)hours. This provision shall be applicable to
employees although the employee's regular work week is not completed but shall not apply to employees who are
continuing on duty for their normal work shift. In accordance with prior practice,the time starts when the callback
call is received by the employee.
12.3. Appropriate Rate of Pay for Callback
12.3.1. The rate of pay for the first callback during a twenty-four (24) hour period as defined in
Section 12.3.3. shall be one and one-half (1 1/2) times the normal rate of pay, except
between 12 midnight and 5 a.m., the first call shall be compensated at double-time(2)rate.
12.3.2. All other callbacks during the same twenty-four(24)hour period as defined in Section 12.3.3.
shall be compensated at the double-time (2) rate.
12.3.3. The time period to be used to compute whether a callback is the first callback shall be from
the end of the normal workday for a period of twenty-four(24)hours, beginning on Thursday,
when the regular standby duty begins.
12.3.4. The department head or his/her designee may at his/her discretion, direct an employee to
leave work and require that the employee have a six (6) hour rest period whenever the
employee has been called back. In the case where an employee is sent home during his/her
regular shift, the employee will be paid at the regular rate of pay until the end of the normal
shift. The employee may be called back prior to the end of his/her normal shift and be
compensated at the appropriate rate of pay.
12.3.5. Regardless of the twenty four (24) hour period defined in Section 12.3.3., all callbacks
occurring within a six(6)hour period from a previous callback shall be paid at the double time
(2) rate.
13. WORKING OUT OF CLASSIFICATION
13.1. Special Acting Pay
On an inadvertent and occasional basis,employees assume the responsibilities of and perform the duties of their
respective supervisors who are away from the City for the purposes of scheduled or unscheduled events such as
training, illness, bereavement, emergency, etc. Finance will create a special pay code entitled "Special Acting
Pay" , under which the employee who is requested by supervisor or management to act in the place of another
shall receive additional compensation of 5% of his or her base pay for the hours in which he or she is in acting
capacity, including hours compensated at premium rates. The minimum number of hours that must be worked
for "Special Acting Pay" to be applicable (from the first hour) shall be ten and a quarter (10.25) hours. The
maximum number of hours for which "Special Acting Pay" shall be applicable shall be thirty-nine and three-
quarters(39.75)hours. If an employee is called upon to act in a higher capacity for forty(40)or more hours,the
provisions of Section 13.2 shall apply.
13.1.1 Effective November 23, 2009, Meter Readers, when acting in the position of Field Service
Representatives (FSR) shall be eligible for Special Acting Pay immediately(from the first
hour).
13
MEMORANDUM OF UNDERSTANDING, LOCAL 18 OF THE IBEW, AUGUST 1, 2009 to July 31, 2012
13.2. Pay Range
An employee who works more than thirty-nine and three-quarters (39.75) consecutive working hours out of
classification shall receive an upgrade equal to the lowest step of the pay range for the higher class which
provides at least a 5% increase(or a 5%increase if the top step for the pay range does not provide at least a 5%
increase), commencing the first hour of working out of classification and for each consecutive hour thereafter.
Working in a higher classification must be approved by the department head in advance.
13.3. Restriction
An employee shall not continue acting in a higher classification, while retaining his existing classification, for
more than ninety(90) calendar days except on authorization of the City Council.
13.4. Absence
During the forty(40)consecutive working hour eligibility period before an employee is entitled to receive premium
pay for working out of class, absence for any reason, except absence due to a regularly scheduled holiday or a
regularly scheduled day off, shall break consecutiveness and cause an employee to be ineligible to receive
premium pay.
13.5. Lead Meter Reader
The lead Meter Reader,who is either having the most senior status among Meter Readers or being chosen to be
the lead Meter Reader by the Meter Readers, shall receive a premium pay equal to two and one-half percent
(2.5%)of his or her regular rate of pay. This premium shall be paid biweekly. The purpose of this premium pay is
to compensate the lead Meter Reader for performing Field Service Representative duties on occasion, as the
need arises.
13.6 Lead Line Mechanic
The Line Mechanic who is assigned the duties of running the Service Crew(Truck 205)shall receive, in addition
to the base salary, pay equal to five percent (5%) percent of his or her base salary. This assignment shall be
made in writing. This special compensation shall be paid along with the regular pay for the pay period and shall
be included in compensation reportable for the purposes of retirement. The purpose of this pay is to compensate
the Line Mechanic for performing Lead Line Mechanic duties.
13.7 Absence During Acting Pay
An employee otherwise eligible for acting pay shall not be eligible during scheduled periods of vacation
or when on sick leave.
14. SALARY AND COMPENSATION AND RETIREMENT
14.1. Pay Increases
Employees covered by this Agreement who are on the payroll on the following dates shall receive pay increases
as shown. The salary ranges currently in effect are reflected in Exhibit"A."
14.1.1. Effective August 1, 2009,the city shall compensate each employee with a one time lump sum
cash payment equivalent to 3.75% of the total wages (base monthly salary and overtime)
earned by such employee during the period of August 1, 2008—July 31, 2009. The one time
lump sum cash payment will not be subject to PERS or PARS retirement benefits.
14
MEMORANDUM OF UNDERSTANDING, LOCAL 18 OF THE IBEW, AUGUST 1, 2009 to July 31, 2012
14.1.2. Effective August 1, 2010, there shall be an adjustment in the salary for all classifications and
steps for employees represented by this agreement which is equal to the change in the
Consumer Price Index, CPI-W, LA/RIVERSIDE/ORANGE COUNTY for the preceding twelve
month period (June to June). The salary increase shall be a minimum increase of 2%with a
maximum cap of 4%.
14.1.3. Effective August 1, 2011, there shall be an adjustment in the salary for all classifications and
steps for employees represented by this agreement which is equal to the change in the
Consumer Price Index, CPI-W, LA/RIVERSIDE/ORANGE COUNTY for the preceding twelve
month period(June to June). The salary increase shall be a minimum increase of 2%with a
maximum cap of 4%.
14.2. Differential Pay—Rubber Gloving
After successful completion of training in Rubber Gloving and the formal initiation of a rubber gloving program by
the utility as declared by the Utilities Director, the following classifications shall receive a 5%differential to their
base monthly salary:
Electric Distribution Supervisor
Electric Crew Supervisor
Line mechanic
Apprentice Line Mechanic (Step 5)
14.3. Salary Survey
A committee comprised of Local 18 staff and members along with City Management shall meet to determine
adjustments for positions that are substantially lower than the median total compensation of like positions. The
entities to be surveyed will be agreed upon by management and the union.
14.4. Flex Staffing
Nothing in this article shall preclude management from promoting a qualified employee to a higher
step/classification in their flex series.
14.5. Apprentice Line Mechanic and Line Mechanic Helper
The classification of Apprentice Line Mechanic shall be assigned a salary range,which is fifteen percent(15%)
less than that of the classification of Line Mechanic. The salary relationship between classification of Apprentice
Line Mechanic and Line Mechanic Helper shall be maintained as it existed on June 27, 1987. This salary range
assignment is enumerated in Exhibit"A."
14.5.1. The classification of Line Mechanic Helper and Apprentice Line Mechanic shall be
incorporated into a "flexible"staffing pattern. Employee(s)in the Apprentice Line Mechanic
classification shall be promoted to Line Mechanic classification (under probationary status)
when the employee(s) has completed the fifth (5th) step as an Apprentice Line Mechanic
and, in the opinion of management, has obtained the practical knowledge of performing all
facets of duties required of the Line Mechanic.
14.5.2. If, in the event that the Apprentice Line Mechanic is not promoted within one (1)year after
attaining the fifth (5th) step, he shall be presented, in writing, the reason(s)for the denial of
the promotion,and a list of area(s)where the candidate has insufficient knowledge to achieve
the promotion.
15
MEMORANDUM OF UNDERSTANDING, LOCAL 18 OF THE IBEW,AUGUST 1, 2009 to July 31, 2012
14.6. Customer Service Representatives
14.6.1. The classification of Customer Service Representative I, II,and III, hereinafter referred to as
CSR I, II, and III, shall be incorporated into the "flexible" staffing pattern. Employee(s) in
either the CSR I or CSR II classifications shall be promoted to CSR II or CSR III
classification, respectively,(under probationary status)when the employee(s)has completed
the fifth(5th)step and in the opinion of management,has obtained the practical knowledge of
performing all facets and duties of CSR II or CSR III, respectively.
14.6.2. In the event that the CSR I or CSR II, is not promoted within one(1)year after attaining the
fifth (5th) step, he/she will be presented, in writing, the reason(s) for the denial of the
promotion, and a list of the area(s) and duty(ies) of which the candidate has insufficient
knowledge and/or experience to achieve the promotion.
14.7. Water Distribution Workers and Water Production Operators
14.7.1. The classification of Water Distribution Worker I/11/111 and Water Production Operator I/II/III
shall be incorporated into the "flexible" staffing pattern. Employee(s) in either the Water
Distribution Worker I/II or Water Production Operator I/II classifications shall be promoted to
the respective"Il"or"III'level respectively(under probationary status)when the employee(s)
has completed the fifth (5th) step and in the opinion of management, has obtained the
practical knowledge to perform all facets and duties of the respective"II"or"Ill" level.
14.7.2. In the event that the"I"or"II"level of either position is not promoted within one(1)year after
attaining the fifth(5th)step, he/she will be presented, in writing,the reason(s)for the denial of
the promotion, and a list of the area(s)and duty(ies)of which the candidate has insufficient
knowledge and/or experience to achieve the promotion.
14.8. Meter Test Series
14.8.1. The classification of Apprentice Electrical Test Technician shall be incorporated into the
"flexible"staffing pattern. Employee(s)in Apprentice Electrical Test Technician classification
shall be promoted to Electrical Test Technician classification (under probationary status)
when the employee(s)has completed the fifth(5th)step and, in the opinion of management,
has obtained the practical knowledge to perform all facets and duties of the Electrical Test
Technician.
14.8.2. If, in the event that the Apprentice Electrical Test Technician is not promoted within one(1)
year after attaining the fifth(5th)step, he shall be presented, in writing,the reason(s)for the
denial of the promotion,and a list of area(s)where the candidate has insufficient knowledge
to achieve the promotion.
14.9 Retirement
14.9.1. California Public Employees' Retirement System
The City shall continue its contract with the California Public Employees'Retirement System
(Ca1PERS), "2% @ 55 full formula"plan. The City shall also maintain the increased level of
the 1959 Survivor Benefit. The City shall continue to pay both the"employee"and"employer"
share of the cost.
14.9.2. The City's contract with CaIPERS includes the optional benefit of Service Credit for Unused
Sick Leave.
14.9.3. The City's contract with CaIPERS includes the optional benefit Employer Paid Member
Contributions.
16
MEMORANDUM OF UNDERSTANDING, LOCAL 18 OF THE IBEW, AUGUST 1, 2009 to July 31, 2012
14.9.4. City agrees to purchase an actuarial study to determine the cost of providing miscellaneous
employees with the optional benefits of One-Year Final Compensation (Government Code
Section 20042)and Annual Cost-of-Living Allowances Increase (Government Code Section
21335). Upon receipt of such actuarial study, City agrees to meet and confer with the Union
in good faith with no commitment or obligation on City's part to implement these optional
benefits.
14.9.5 The optional benefit of Two Year Additional Service Credit shall be discretionary of the
Council in accordance with Government Code Section 20903.
14.10. Retirement Enhancement
Effective July 1, 2006 the retirement formula will be adjusted to reflect an additional .5%to the current formula of
2.0% per year of service at 55 years of age. This enhancement will provide for a retirement formula of 2.5% per
year of service for anyone retiring at 55 years of age or older. All prior years of service will count toward the
computation. Employee will contribute 2% toward the cost of this program. This additional benefit will be
provided through the Public Agency Retirement System (PARS).
Additionally, should the City come to agreement with other City Bargaining Units for the Single Highest Year
computation, Local 18 represented positions/employees will participate and contribute a maximum of 1.5%of the
cost of this enhancement.
14.11. Longevity Premium
Effective August 1, 2009, the monthly longevity pay for employees shall be in accordance with the following
schedule:
10 yrs =$85
15 yrs =$175
20 yrs = $250
Notwithstanding the foregoing, employees currently receiving a higher dollar amount of longevity pay than the
amount provided for above shall continue to receive the higher dollar amount until eligible for an increase based
on the schedule set forth above.
14.12. Bilingual Premium
An employee shall be eligible to receive up to$200 per month if the following conditions are met:
14.12.1. The employee must on a frequent and recurring basis speak and/or translate by
reading/writing one or more languages other than English in the performance of his/her public
contact duties with the City. An employee is eligible for$100 per month for verbal skills and
an additional $100 per month for written skills.
14.12.2. The employee must pass a language skills test approved or administered by the City.
14.13. Education Incentive Premium
14.13.1 Employees awarded an Associate of Arts or Science degree from an accredited college or
other certificates related to the employee's job mutually agreed to by the Union and the City,
shall receive $25 per month.
17
MEMORANDUM OF UNDERSTANDING, LOCAL 18 OF THE IBEW, AUGUST 1, 2009 to July 31, 2012
14.13.2 Effective August 1, 2009 employees awarded the following certificates, related to the
employee's job, shall receive the listed dollar amounts per month:
State of California Department of Health Services Water Treatment Operator Grade 3$25
State of California Department of Health Services Water Treatment Operator Grade 4$50
State of California Department of Health Services Water Treatment Operator Grade 5$75
State of California Department of Health Service Water Distribution Operator Grade 3 $25
State of California Department of Health Service Water Distribution Operator Grade 4 $50
State of California Department of Health Service Water Distribution Operator Grade 5$75
14.13.3 Employees awarded a Bachelor of Arts or Science degree from an accredited college shall
receive $50 per month.
None of the above shall apply to any employee whose job description has an equivalency requirement
for either an Associate in Arts or Science degree or specific certifications; or a Bachelor of Arts or
Science degree.
14.14. Automatic Payroll Deposit
The City will continue to offer Automatic Payroll Deposit in cooperation with any bank that utilizes the Automated
Clearing House service.
14.15. Job Security
The City shall provide twelve months advance notice to any IBEW-represented employee who is targeted for
layoff due to technological change. Wherever possible,the City shall provide appropriate career counseling and
training and shall make every effort to reclassify such employee into an IBEW-represented position.
14.15.1 Every employee shall receive at least fifteen (15) hours training per year.
18
MEMORANDUM OF UNDERSTANDING, LOCAL 18 OF THE IBEW, AUGUST 1, 2009 to July 31, 2012
15. HOLIDAYS
15.1. Designated Holidays
Employees covered by this agreement shall receive time off with pay for the following holidays, but only if the
employee is paid for the workday that precedes or follows the holiday. All holidays shall be paid at a rate of
ten (10) hours, consistent with the four (4) day, ten (10) hour workweek schedule.
Holiday Schedule Month 2009 - 20010 20011- 2012
20010 20011 20012 -2013
Independence Day July 6* 5* 4* 4
Labor Day Sept 7* 6* 5*
Columbus Day Oct
12 11* 10*
11 11 11*
Veteran's Day Nov
Thanksgiving Day Nov 26 25 24
Christmas Day Dec 28* 27* 26*
New Year's Day Jan 4* 3* 2*
Martin Luther King Day Jan
18* 17* 16*
15* 21* 20*
President's Day Feb
Memorial Day May 31* 30* 28*
*=Monday
15.2. Applicable Overtime Rates
Should employees be required by their supervisor or department head to work on a holiday listed above, the
employees shall receive regular pay plus the appropriate premium pay or compensatory time off for the hours
worked on the holiday. Such employees shall receive no other compensation for working on the holiday. The
Water Utility Operators whose holiday falls on one of their 6 consecutive off days shall observe the holiday on the
following Wednesday.
15.3. Floating Holidays
15.3.1. The parties agree to two(2)additional holidays designated as floating holidays for Employees
to take at their convenience with the prior approval of the department head.
15.3.2. All "floating"holidays shall be requested in advance from the appropriate department head or
division manager. Enough employees shall remain at work during"floating"holidays so that
the City's business may be conducted.
15.3.3. "Floating" holidays shall accrue on July 1 and must be taken by the following June 30 or the
hours will be forfeited.
19
MEMORANDUM OF UNDERSTANDING, LOCAL 18 OF THE IBEW, AUGUST 1, 2009 to July 31, 2012
15.4. Observation
The workweek for Thanksgiving week for all employees(with the exception of Water Production Operators)shall
be Monday through Thursday.
16. VACATION
16.1. Computation and Accrual of Vacation
16.1.1. Accrual Schedule
Vacation leave shall accrue as follows:
Through the 4th year of employment 90 hours
Through the 5th year of employment 120 hours
Through the 6th year of employment 128 hours
Through the 7th year of employment 136 hours
Through the 8th year of employment 144 hours
Through the 9th year of employment 152 hours
Through the 10th year of employment 160 hours
Through the 11th year of employment 168 hours
Through the 12th year of employment 176 hours
Through the 13th year of employment 184 hours
Through the 14th year of employment 192 hours
Through the 15th year of employment 200 hours
Through the 16th year of employment 210 hours
16.1.2. Accrual Rate
Employees shall accrue paid vacation leave at periodic rates equivalent to the annual schedule above.
16.1.3. Vacation Credit
Accrued vacation time shall be credited to each employee's account during the pay period in which it
accrues. Vacation leave for new employees will be granted no earlier than six(6)months after the day of
employment, or the end of probation, whichever is the later date.
Vacation shall be taken at the convenience of the City with the approval of the department head.Where possible,
such vacations should be taken annually and not accumulated from year to year. Employees shall be able to
carry over vacation accrual from one year to the next, cumulatively, up to a maximum of seventy-eight(78)times
the then-current pay period rate of vacation accrual. This maximum is waived, however, until July 31, 2004. At
that time, if the employee has vacation accrual at, or in excess of, the cap, the employee's vacation accrual
balance shall be paid down to 52 times the then-current pay period rate of vacation accrual. Future accrual which
exceeds the aforementioned maximum shall be paid to the employee as it is accrued. In special cases where it
has not been possible, due to work load or other factors, for the employee to use his or her vacation before
reaching a maximum, it shall be within the department head's authority to authorize cash payment in lieu of time
off.
16.2. Termination
Employees who terminate their employment with the City after six (6) months of full time employment shall be
paid for all accrued vacation, if any, and the prorated portion of their unused vacation.
16.3. Conversion
An employee may convert any accrued vacation into pay with the approval of the Department Head or City
Manager.
20
MEMORANDUM OF UNDERSTANDING, LOCAL 18 OF THE IBEW, AUGUST 1, 2009 to July 31, 2012
17. LEAVE OF ABSENCE
17.1. Leave of Absence Without Pay
17.1.1. Conditions
After all available leave benefits, including vacation, sick leave, compensatory time and any other leave
benefits have been completely used, a regular employee, not under suspension, may make application
for leave without pay. An employee requesting leave of absence without pay must do so in writing stating
specifically his or her reason for the request, the date when it is desired to begin the leave and the
probable date of return.
17.1.2. Merit and Extent
If the department head and the City Manager agree that such leave is merited and in the interests of the
City, leave may be granted by the City Council for a period not to exceed one(1)year following the date
of expiration of all other leave benefits. No employment service credits or fringe benefits such as sick
leave,vacation, health insurance, retirement or any other benefits shall accrue to any employee on leave
of absence without pay.
17.1.3. Extension
At the end of such leave, if the employee desires additional leave, written application must be made to
the City Manager's stating the reasons why the additional leave is required and why it would be in the
best interests of the City to grant such leave of absence. If in the City Manager's opinion, such additional
leave is merited and would still preserve the best interests of the City,the City Council may approve such
extensions of the leave of absence for a period not to exceed an additional six (6) months.
17.1.4. Failure to Return
If the employee does not return to work prior to or at the end of such leave of absence or extension of
leave of absence,the City shall consider that the employee has terminated his employment with the City.
Such an employee shall not accrue any vacation benefits,either in cash reimbursement or time off,and
shall not be entitled to any compensation upon termination.
17.1.5. Violation
Any employee who engages in outside employment during said leave of absence, without prior
notification and approval of the employee's department head and the City Manager's, shall be subject to
immediate termination. Likewise, employee who falsifies the reason for the request for the leave of
absence shall be immediately terminated.
17.1.6. Notice of Return
Any employee on leave of absence must give the City at least seven (7) days written notice of the
employee's intent to return to work.
18. JURY DUTY
18.1. Notification
An employee required for jury duty shall immediately notify his supervisor or department head.
21
MEMORANDUM OF UNDERSTANDING, LOCAL 18 OF THE IBEW, AUGUST 1, 2009 to July 31, 2012
18.2. Time Off
When required to serve on a jury, all employees shall have time off for a period of actual service required on the
jury. Employees shall receive the regular pay while serving on jury duty, provided all jury fees paid to the
individual employee, less allowed automobile expenses, are deducted from his normal salary.
19. MILITARY LEAVE
19.1. Section 395
Military leave with pay shall be granted in accordance with Section 395 of the Military and Veterans code.
19.2. Salary
An employee who has been in the City employment for a period of not less than one(1)year, upon, being called
for temporary military duty, shall receive full salary for a period not to exceed thirty (30) calendar days in a
calendar year. Time spent in military service shall be considered City employment for computation of
employment related benefits.
20. SICK LEAVE, INDUSTRIAL LEAVE, AND BEREAVEMENT LEAVE
20.1. Sick Leave
Sick leave shall not be construed as a right, which an employee may use at his or her discretion, but shall be
allowed only in case of necessity or actual sickness or disability. Sick leave must be exhausted before
compensatory time off or vacation leave may be used for sick leave reasons.
20.1.1. A yearly evaluation period for the use of sick leave begins on the first payday on or after
January 1 of each year. At the end of each evaluation period, the Finance Department will
analyze and report to the various employees the amount of sick leave earned, less the
amount used, and the net accrued during the calendar year.The parties agree that sick leave
taken as Personal Business Leave shall not be considered as part of the amount used for
these purposes.
20.1.2. A decision to convert sick leave according to the policy below shall be made by March 31:
20.1.2.1. If the employee has used more than three, but not more than six days of sick
leave, excluding time spent on bereavement, he or she would have the following
options:
20.1.2.1.1. Carry over the accrual and add it to his or her sick leave balance.
20.1.2.1.2. Convert, only to the extent that his/her balance is more than zero at
the beginning of the new year, one-fourth of the accrual to vacation
or convert one-fourth to cash (but no combination of these two);
unused, unconverted leave would then be added to the employee's
sick leave balance.
20.1.2.2. If the employee has used no more than three days of sick leave, including time
spent on bereavement, he or she would have the following options:
20.1.2.2.1. Carry over the accrual and add it to his or her sick leave balance.
20.1.2.2.2. Convert, only to the extent that his/her balance is more than zero at
the beginning of the year, one-third of the accrual to vacation or
convert one-third of it to cash (but no combination of these two);
unused or unconverted leave would then be added to the
employee's sick leave balance.
22
MEMORANDUM OF UNDERSTANDING, LOCAL 18 OF THE IBEW, AUGUST 1, 2009 to July 31, 2012
20.2. Procedure
20.2.1. Notification
As soon as an employee is aware he will be unable to report for work at the assigned time due to illness
or disability, he shall notify his immediate supervisor or department head.
20.2.2. Authorization Process
In order to receive pay for sick leave,the employee, upon returning to work, must immediately complete
a Leave Request form indicating the nature of the illness or disability. The form must be signed by the
employee, his immediate supervisor and department head and forwarded to Finance for processing.
20.2.3. Daily Notification
An employee is required to notify his immediate supervisor or department head each day of his absence
unless otherwise directed by his department head.
20.2.4. Doctor's Verification
A doctor's certificate shall automatically be required for sick leave requested because of illness of more
than three (3) days duration.
20.3. Probationary Period
Sick leave may be taken during the probationary period but only in such amount as an employee would have
earned if on permanent status. If the employee does not become permanent, all paid sick leave must be
reimbursed to the City at the time of termination of employment or it shall be deducted from the employee's final
paycheck. In the event no sick leave is taken during the probationary period, a credit of six (6) days leave or
more, as accrued, will be credited to the employee when he attains permanent status.
20.4. Reasons for Use of Sick Leave
Sick leave shall be granted for the following reasons:
20.4.1. Personal
Personal illness or physical incapacity resulting from causes beyond the employee's control.
20.4.2. Non-Personal
Up to 12 weeks per year for the illness of a member of the employee's immediate family(father, mother,
sister, or brother), or members of the employee's household (husband, wife, registered domestic
partners under CA law, and children)that require the employee's personal care and attention.
20.4.3. Quarantine
Enforced quarantine of the employee in accordance with the Health Department regulations.
20.4.4. Doctors' Appointments
Medical, dental, and optical appointments.
23
MEMORANDUM OF UNDERSTANDING, LOCAL 18 OF THE IBEW, AUGUST 1, 2009 to July 31, 2012
20.4.5. Personal Business •
Personal business not to exceed a maximum of thirty (30) hours during any one (1) year. Personal
business means those items of personal business that can only be taken care of during regular working
hours of the employee. Personal business leave shall be approved or disapproved by the department
head only in case of necessity. Employees must provide advance notice for Personal Business Leave
whenever possible. Departments are to use the earning code PB for this purpose. Sick Leave taken as
Personal Business Leave shall not be taken into consideration in employee performance evaluations.
20.5. Restrictions on Sick Leave
An employee shall not be granted sick leave for the following reasons:
20.5.1. Self-Inflicted
Disability arising from any sickness or injury purposely self-inflicted, or caused by his or her own willful
misconduct.
20.5.2. Leave of Absence
Sickness or disability sustained while on leave of absence, other than regular vacation leave.
20.5.3. Non-City Employment
Disability or illness arising from compensated employment other than with the City.
20.6. Accrual and Use
Sick leave with pay shall accrue to Employees at the rate of one (1) working day (ten (10) hours) for each
calendar month of paid employment,with unlimited accumulation. Sick leave shall not be taken in units of less
than one-half(1/2) hour.
20.7. Payment for Accumulated Sick Leave
20.7.1. Entitlement
An employee shall be entitled to payment at his or her current rate of salary upon death or retirement for
fifty percent (50%) of accumulated sick leave, provided:
20.7.1.1. Requirement
In the case of retirement for disability arising out of and in the course of employment, the
employee shall have been employed by the City for at least five (5) consecutive years of
service.
20.7.1.2. Voluntary Retirement
In the case of voluntary retirement for any other cause, such employee shall have been
employed by the City for at least ten (10) consecutive years of service.
20.7.1.3. Death
In the case of death, the employee has attained permanent status.
24
MEMORANDUM OF UNDERSTANDING, LOCAL 18 OF THE IBEW, AUGUST 1, 2009 to July 31, 2012
20.7.2. Conversion of Accrued Sick Leave
The employee may convert fifty percent(50%)of his or her accrued sick leave balance to cash for hours
in excess of three hundred twenty(320)hours to a maximum payment of two hundred forty(240)hours.
20.7.3. Conversion to Service Credit Upon Retirement
Pursuant to the terms of the City's contract,as amended,with CaIPERS, upon voluntary retirement the
employee may convert 100% of his or her accrued sick leave balance, less any amount converted to
cash under the provisions of Section 20.7.2., to retirement service credit.
20.7.4. Termination
An employee upon terminating City employment for reasons other than death or retirement shall be
entitled to payment at his current rate of salary for fifty percent(50%)of accrued sick leave in excess of
three hundred and twenty(320)hours, up to and including eight hundred(800)hours, not to exceed, in
any case, a maximum of thirty(30)days pay.
20.8. Sick Leave During Vacation
If an employee becomes ill or injured while on vacation, he or she may, by completing a Leave Request Form,
use accrued sick leave time in lieu of vacation time for the period of disability.
20.9. Industrial Leave
A regular employee who is temporarily or permanently incapacitated as a result of injury or illness determined to
be compensable under the Workers' Compensation Act shall be granted industrial leave under the following
terms and conditions:
20.9.1. Rate of Pay
An Employee granted industrial leave shall continue to be compensated at his regular rate of pay in lieu
of temporary disability payments.
20.9.2. Restrictions
Should it be determined that an employee's illness or injury did not arise in the course of the Employee's
employment with the City or that the Employee is not temporarily or permanently incapacitated or
disabled as a result of the injury or illness, then the employee's accrued or, if insufficient, future sick
leave shall be charged to reimburse the City for any payments made to the Employee pursuant to
20.9.1.
20.9.3. Duration
An industrial leave of up to ninety (90) calendar days shall be authorized for each injury or illness
determined to be compensable under the Workers' Compensation Act. Paid leave may be continued
subject to review by the City Council at the end of such ninety(90)calendar day period to a maximum of
six (6) months. Supporting medical documentation must accompany such requests for leave and be
submitted thirty(30)days prior to expiration date.
25
MEMORANDUM OF UNDERSTANDING, LOCAL 18 OF THE IBEW, AUGUST 1, 2009 to July 31, 2012
20.9.4 After 90 calendar days
Employees who are disabled because of a work related illness or injury receive Industrial Leave pay in
lieu of Total Temporary Disability payments and may supplement these payments with sick leave,
vacation leave or compensatory time off they have earned. If deemed temporarily totally disabled or
permanently disabled and unable to return to work, employees may apply for Long Term Disability.
20.9.5. Conversion to LTD
Prior to the end of the six(6) months of paid leave pursuant to section 20.9.3., the employee may apply
for benefits under the City's long-term disability plan. If the employee is qualified to receive benefits
under the disability plan, vacation and sick leave shall accrue, and the City shall continue to pay benefits
under the City's Flexible Benefit Plan and CaIPERS so far as allowed by law for such employee for an
additional six (6) month period. An employee receiving long-term disability can return to work on or
before six (6) months from the time employee began receiving long-term disability benefits. The
employee shall notify the department head as soon as practicable as to whether he or she will be
returning to work prior to the expiration of the six-month period in which the employee has been on long
term disability.
20.9.6. Vacation and Sick Leave
Except as provided in 20.9.2. above, no employee shall have accrued sick leave deducted while on
industrial leave. Vacation and sick leave shall accrue for an employee on industrial leave.
20.9.7. Expiration
Industrial leave shall expire when one of the following conditions occurs:
20.9.7.1. Employee is able to return to work to his regular position.
20.9.7.2. The day before the employee is retired or separated for disability. The
employee's "retirement date" shall be the first of the month after all of the
following occur and are determined by CaIPERS.
20.9.7.3. The employee's condition is determined to be permanent or of an extended
duration.
20.9.7.4. The degree of disability precludes continued employment by the employee in
his/her present position.
20.9.7.5. After twenty-six (26) weeks of industrial disability payments.
20.9.8. Physician Assignment
Physicians may be assigned in compliance with the Health and Safety Code and the Workers'
Compensation Laws of the State of California (Ref.: Section 4600 - Labor Code).
26
MEMORANDUM OF UNDERSTANDING, LOCAL 18 OF THE IBEW, AUGUST 1, 2009 to July 31, 2012
20.10. Bereavement Leave
An employee may be permitted to take up to four(4)ten (10)hour days of Bereavement Leave in the event of the
death of a member of his or her immediate family. "Immediate family"member is herewith defined as a mother,
father, brother, sister, spouse, child, mother-in-law, father-in-law, grandparents, registered domestic partner
under California law, or relative living within the employee's household. Persons in loco parentis may also be
considered under certain circumstances. Such leave shall not be charged against the employee's sick leave or
vacation.
In addition to bereavement leave, an employee may request up to two (2)ten (10)hour days of sick leave in the
event of the death of an immediate family member. Such leave shall be charged against the employee's accrued
sick leave balance and shall be considered in calculating his or her ability to convert the balance.
21. FRINGE BENEFIT ADMINISTRATION
21.1. Administration
The City reserves the right to select the insurance carrier or administer any fringe benefit program that now exists
or may exist in the future during the term of this Memorandum of Understanding.
21.2. Selection of Funding Method
In the administration of the fringe benefit program, the City shall have the right to select any insurance carrier or
other method of providing coverage to fund the benefits included under the terms of this Memorandum of
Understanding, provided that the benefits of the employees shall be no less than those in existence as of the
implementation of this agreement.
21.3. Changes
If, during the term of this Memorandum of Understanding, any changes of insurance carrier or method of funding
for any benefit provided hereunder occurs,the City shall notify the Union prior to any change of insurance carrier
or method of funding the coverage.
21.4. Deferred Compensation
The City shall provide $90 per month in deferred compensation to each employee, effective August 1, 2000.
The City acknowledges that employees would like to be involved in the decision-making process in regard to
changes in the deferred compensation benefit program. This would include the designation of the institution,
which will be responsible for the administration of the program, as well as the rate(s) of return on the various
forms of deferred compensation investment vehicles. It is expressly understood that the allocation of an
individual employee's deferred compensation to (a) specific investment(s) shall remain the prerogative of that
employee.
Effective January 1, 2006 the $90 deferred compensation contribution made by the City will be placed into the
employees Flexible Benefit Plan monthly benefit amount. The$90 deferred compensation used for flex benefits
shall not be included as a factor for future percentage increases to the Flex Benefit Plan.
22. LIFE INSURANCE
22.1. Coverage
The City shall maintain in effect for the term of this agreement a life insurance plan(s) covering employees
covered by this agreement. The coverage provided by the City for the employee shall be equal to eighteen(18)
months of the employee's monthly base salary.
27
MEMORANDUM OF UNDERSTANDING, LOCAL 18 OF THE IBEW, AUGUST 1, 2009 to July 31, 2012
23. HEALTH BENEFITS
23.1. Flexible Benefit Plan
23.1.1. Definition
Effective August 1, 1993, the City's existing Cafeteria Benefit Plan (CBP) was converted to an IRS
Section 125 Flexible Benefit Plan(FBP)administered by either the City or its designee. This Plan can be
used by the employee to pay, to the extent available, for qualified benefits as determined by the IRS.
The employee understands that, in the event the total premiums and/or expenses for qualified benefits
selected by him/her exceed the amount of the FBP,the excess shall be deducted from pre-tax wages of
the employee.
23.1.2. Amount of Monthly Benefit
Effective August 1, 2009,the City will maintain the Flexible Benefit Plan contribution in an amount equal
to one thousand two hundred ninety five dollars ($1295).
Effective January 1, 2010, the City will increase the Flexible Plan contribution in an amount equal to the
average percentage increase for the basic plan premium for Health Maintenance Organizations(HMOs)
under the CaIPERS insurance program, not to exceed 8 percent
Effective January 1, 2011, the City will increase the Flexible Plan contribution in an amount equal to the
average percentage increase for the basic plan premium for Health Maintenance Organizations(HMOs)
under the CaIPERS insurance program, not to exceed 8 percent
Effective January 1, 2012, the City will increase the Flexible Plan contribution in an amount equal to the
average percentage increase for the basic plan premium for Health Maintenance Organizations(HMOs)
under the CaIPERS insurance program, not to exceed 8 percent
23.1.3. Eligibility
In order for an employee to be eligible for the FBP in any given month, he/she must be on payroll on the
first work day(excluding recognized paid City holidays) of that month.
A new employee will be eligible for the full FBP applicable to his/her bargaining unit if he/she begins work
on the first work day(excluding recognized paid City holidays)of the month. An employee whose date of
hire is on the second work day(excluding recognized paid City holidays) of the month or thereafter will
not be eligible for the FBP for that month.
If an employee does not meet the qualifying work time in any given month,arrangements must be made
with the Finance Department to reimburse the City for any benefits that have already been paid out on
the employee's behalf for that month. The Finance Department will notify the employee if he/she has not
met the qualifying work time for eligibility for the FBP.
23.1.4. Termination
The City will not be responsible for payment of any qualified benefits on behalf of an employee following
the month of termination. If an employee represented by the IBEW wishes to continue his/her qualified
benefits, advance payment for such qualified benefits will be deducted from the employee's final pay.
28
MEMORANDUM OF UNDERSTANDING, LOCAL 18 OF THE IBEW, AUGUST 1, 2009 to July 31, 2012
23.2. Retirement
Employees, who, at the time of retirement from the City of Azusa, have at least twenty(20)cumulative
years of service with the City of Azusa,shall have the opportunity to choose one of the following options.
The employee must indicate his or her choice within 30 days of retirement from the City of Azusa and
such choice shall be considered irrevocable:
23.2.1.1 City-Paid Health Insurance. Beginning with the first month after retirement, the City will
reimburse monthly to the employee, until the employee passes away, an amount equal to
the single-coverage premium in the health insurance program of the employee's choice, in
the CaIPERS health plans. The amount of the City's contribution shall vary, up or down,
depending on periodic changes in rates. The minimum contribution (currently $16 per
month)that the City pays directly to CaIPERS shall be considered to be part of the portion
paid by the City.
23.2.1.2 City-Paid Annuity. The City will purchase, in the employee's behalf, a paid-up annuity
income policy with benefits paid monthly, in an initial amount equal to the monthly single-
coverage premium in the PERSCare health plan. The annuity shall include an allowance for
increases due to inflation.
24. EDUCATIONAL REIMBURSEMENT AND LICENSES, REPAYMENT OF APPRENTICE LINE MECHANIC
TRAINING, COMPUTER LOAN
24.1. Tuition Reimbursement
24.1.1. Objective
The tuition reimbursement program is designed to encourage employees to continue their self-
development by enrolling in approved classroom courses, which will:
24.1.1.1. Educate them in new concepts and methods in their occupational field and
prepare them to meet the changing demands of their job.
24.1.1.2. Help prepare them for advancement to positions of greater responsibility in the
City of Azusa.
24.1.2. Eligibility
24.1.2.1. All regularly appointed employees are eligible to receive tuition reimbursement.
Courses must commence after appointment and be in excess of the educational
standards for the position. An example of this would be job-related college or
university courses when the specification for the classification calls for high
school graduation.
24.1.2.2. Courses must be (except where noted below in paragraphs 24.1.3.2. and
24.1.3.3.) traditional classroom courses taken at colleges or universities and
approved by the Western Association of Schools and Colleges. Distance
learning classes offered by such colleges and universities shall be covered by
this provision. Credits given for non-classroom assignments such as life
experience, military training, and professional training are not reimbursable.
24.1.2.3. Coursework must be related to the employee's current occupation or to a City
classification to which the employee may reasonably expect promotion within the
next five years.
24.1.3. Courses may be eligible if they:
24.1.3.1. Are above the educational requirements of the position as noted in the position
specification and are not taken to acquire skills, knowledge and abilities which
the employee was deemed to have when appointed to the position.
29
MEMORANDUM OF UNDERSTANDING, LOCAL 18 OF THE IBEW, AUGUST 1, 2009 to July 31, 2012
24.1.3.2. Do not duplicate training which the employee has already had or which is to be
provided in-house.
24.1.3.3. Do not duplicate previously taken courses unless special approval has been
granted by the department head and Human Resources.
24.1.3.4. Are required for the completion of the pre-approved job-related major. An
example would be general education or elective requirements for the major as
stated in the school catalog. Remedial courses or those taken as required for a
non-approved major shall not be eligible.
24.1.3.5. Include completed engineering review courses taken at accredited institutions
for which an academic grade or units of academic credit are not given. These
courses must prepare candidates for a certificate, license or registration issued
by the California Board of Registration for Professional Engineers. The
employee must receive the certificate or license from this Board to be eligible for
reimbursement, which will be granted for a maximum of 2 courses per
certificate, license or registration.
24.1.3.6. Lead to a City-approved certificate, license or registration. Reimbursement may
be made for any examination fees required to successfully obtain the certificate,
license or registration. Reimbursement for eligible expenses will be made after
obtaining the license, certificate or registration.
24.1.3.7. Are not taken on City time and must be certified that they are taken on the
employee's off-duty time.
24.1.3.8. Have been approved by the Department Head and the City Manager or his/her
designee before commencement of the class.
24.1.4. Reimbursement
24.1.4.1. The City shall reimburse employees for tuition, registration fees and texts
required for the eligible courses. Expenses for parking, travel, and meals,
processing fees, transcript fees, materials and any other costs are not
reimbursable.
24.1.4.2. Employees shall be reimbursed up to the dollar amount charged for the same
number of units per term by California State University system.
24.1.4.3. In order to be reviewed, each application must state exactly which units or
credits the employee is applying for and whether the courses submitted are core
courses or recommended electives for the approved major.
24.1.4.4. Reimbursement shall be made upon completion of the course with a minimum
final grade of"C" or its equivalent, i.e., a pass in a pass/fail course will be
considered equivalent to a"C." No reimbursement shall be made for audited or
incomplete courses.
24.1.4.5. Employees must submit from the attendant institution an original certification of
fees paid and grade achieved in order to have their application considered for
reimbursement. These documents must accompany the reimbursement
application form in order to be processed.
24.1.4.6. Application for reimbursement must be submitted within three months of the
completion of the approved course in order to be considered for reimbursement.
30
MEMORANDUM OF UNDERSTANDING, LOCAL 18 OF THE IBEW, AUGUST 1, 2009 to July 31, 2012
24.1.4.7. Upon termination from employment, employees shall be required to reimburse
the City for any funds received under this program for courses completed during
the last 24 months of employment. This payback provision does not apply to
employees laid off by the City or who separate as a result of a City/departmental
reorganization.
24.2 Repayment of Apprentice Line Mechanic Training
24.2.1 Apprentice Line Mechanics shall be required to repay the City for training costs if they leave
City employment within three (3)years of completing the Apprentice Line Mechanic Training
Program. Repayment of training costs shall be calculated as follows:
Within one (1) year employee repays 100%
Within two (2) years employee repays 66 2/3%
Within three (3)years employee repays 33 1/3%
After three (3) years employee repays 0%
24.3. Computer Loan Program
24.3.1 The Computer Loan Plan described below shall be made available to full time regular
employees. Eligibility is limited to employees who have completed their initial probation period
with the City.
24.3.2 The equipment configuration shall be appropriate to the employee's position and career with
the City.
24.3.3. The City will recommend a vendor who has agreed to provide discount pricing.
24.3.4. It is the employee's responsibility to negotiate the price for the equipment and to bring a copy
of the order/quote to the City for approval prior to purchase.
24.3.5. The employee shall apply for a loan with the City on a City provided loan application. If the
employee qualifies,the City will fund the loan on an interest free basis. Loan payments must
be by payroll deduction. Each loan payment period shall not exceed two years and the
aggregate value of all loan(s)shall not exceed$5,000 per employee. In order for an employee
to receive a loan under the Plan for equipment upgrades for purchase of equipment
components which are part of the City approved minimum configuration, the employee must
certify that he/she already owns the remaining components required to meet the minimum
equipment configuration.
24.3.6. Any remaining loan balance must be paid in full at time of separation of employment.
Payment will be made directly and/or by deduction from the last paycheck. In the event an
outstanding balance remains, the employee is responsible for making payment arrangements.
The failure to make full payment will obligate the employee to pay the City's attorneys fees in
any restitution process.
25. UNIFORM STANDARDS
The following standards shall apply to employees as determined by the appropriate management persons:
25.1. Presentability
An employee may be permitted to wear denim ("Levi")pants if he or she returns the standard issue pants to the
department. The presentability of such clothing will be determined by management.
25.2. Warm Weather
During the summer months and/or extremely warm weather,the field crew employees may wear T-shirts(but not
tank tops)while working underground or on the ground. The color of the T-shirt shall be a solid pattern without
logos of any type. The presentability of such clothing will be determined by management.
31
MEMORANDUM OF UNDERSTANDING, LOCAL 18 OF THE IBEW, AUGUST 1, 2009 to July 31, 2012
25.3. Shirts
Shirts will be standard issue uniforms with the appropriate City logo and employee's name. The fabric of these
shirts may be cotton.
25.4. Meter Readers
Meter Readers may wear shorts and stockings similar in design to those worn by the U.S. Postal Service
employees. The color shall be a solid pattern. The presentability of such clothing will be determined by
management.
25.5. Customer Service
A committee comprised of Local 18 staff and members along with City Management determine the parameters,
including style, numbers of uniforms and other issues of importance. Uniforms will be provided by a professional
uniform company and employees will be professionally fitted for their uniforms by this company.
26. SOLE AND ENTIRE MEMORANDUM OF UNDERSTANDING
26.1. Intent
It is the intent of the parties hereto that the provisions of this Memorandum of Understanding shall supersede all
prior agreements and Memoranda of Agreement, Memoranda of Understanding or contrary salary and personnel
resolutions or administrative code, provisions of the City, oral or written, expressed or implied, between the
parties, and shall govern the entire relationship and shall be the sole source of any and all rights which may be
asserted hereunder. This Memorandum of Understanding is not intended to conflict with federal or state law.
26.2. City Rules and Regulations
Notwithstanding the provisions of section 26.1,there exists with in the City certain personnel rules and regulations
and departmental rules and regulations. To the extent that this agreement does not specifically contradict these
personnel rules and regulations or departmental rules and regulations or City ordinances, they shall continue,
subject to being changed by the City in accordance with the exercise of City rights under this agreement and
applicable state law.
27. WAIVER OF BARGAINING DURING TERM OF THIS AGREEMENT
27.1. Agreement Not To Negotiate
During the term of this Memorandum of Understanding, the parties mutually agree that they will not seek to
negotiate or bargain with regard to wages, hours and terms and conditions of employment, whether or not
covered by this Memorandum of Understanding or in the negotiations leading thereto,and irrespective of whether
or not such matters were discussed or were even within the contemplation of the parties hereto during the
negotiations leading to this Memorandum. Regardless of the waiver contained in this Article, the parties, may,
however, by mutual agreement, in writing, agree to meet and confer about any matter during the term of this
Memorandum.
28. SEPARABILITY
Should any provisions of this Memorandum of Understanding be found to be inoperative,void, or invalid by a court of
competent jurisdiction, all other provisions of this Memorandum of Understanding shall remain in full force and effect
for the duration of this Memorandum of Understanding.
Should this language render invalid any provisions of this Agreement,then meet and confer sessions shall immediately
commence in efforts to agree upon replacements for such invalidated provisions.
32
MEMORANDUM OF UNDERSTANDING, LOCAL 18 OF THE IBEW, AUGUST 1, 2009 to July 31, 2012
29. MAINTENANCE OF EXISTING BENEFITS AND CONDITIONS
29.1. Remain In Force
Except as provided herein, all wages, hours, and economic terms and conditions of employment presently
enjoyed by affected employees shall remain in full force and effect during the entire term of this Memorandum of
Understanding unless mutually agreed to the contrary by both parties hereto.
29.2. Total Compensation
As a matter of philosophy, the Union and the City recognize that compensation consists of terms and conditions
of employment other than those represented solely by salary. Further,the City and the Union recognize that the
changes in wages, hours, and other terms and conditions of employment as set forth in this Memorandum of
Understanding constitute additions to the total compensation received by affected employees.
30. LONG TERM DISABILITY INSURANCE
30.1. The City shall maintain in effect for the term of this agreement a long-term disability plan covering
employees set forth herein. Said plan shall provide an employee with a maximum of two-thirds(2/3)of
his/her base salary. An employee may utilize his/her accrued sick leave,vacation,and/or compensatory
time to supplement the LTD payment so as to receive 100% of his/her base salary.
30.2. The LTD plan shall:
30.2.1. Provide 66.67% of the employee's monthly salary.
30.2.2. Commence after a 30 calendar day waiting period and provide a benefit to age 65.
30.3. For the first 30 days of non-job related illness or injury, the employee will use accrued sick leave,
compensatory time or vacation leave;
At no time will an employee receive more than 100% of their base pay.
30.3.1. The premium will be added to the employee's gross pay and deducted from the net pay so as
to make the benefits exempt from further taxation.
31. TERM OF MEMORANDUM OF UNDERSTANDING
The term of this Memorandum of Understanding (MOU) shall commence August 1, 2009 and shall continue in full
force and effect until July 31, 2012.
32. RATIFICATION AND EXECUTION
The City and the Union acknowledge that this Memorandum shall not be in full force and effect until ratified by the
Union membership and adopted by the City Council of the City of Azusa. Subject to the foregoing,this Memorandum
of Understanding is hereby executed by the authorized representatives of the City and the Union.
33
MEMORANDUM OF UNDERSTANDING BETWEEN
THE CITY OF AZUSA AND THE
INTERNATIONAL BROTHERHOOD F ELECTRICAL WORKERS AND
AUGUST 1 , 2009 THROUGH JULY 31 , 2012
FOR THE INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS LOCAL 18, UNIT 64
By: Date:
Brian D'Arcy, Business Manager
FOR THE CITY OF AZUSA
By: Date:
Fran Delach, City Manager
By: Date:
George Morrow, Director of Utilities
By: Date:
Sonia Carvalho, City Attorney
Best Best & Krieger
By: Date:
Alan Kreimeier, Director of Administrative Services/Chief Financial Officer
34
INDEX
Advisory Arbitration(7)
Automatic Payroll Deposit(18)
Bereavement Leave(27)
Bilingual Premium(17)
Callback Pay(13)
City Rights(1)
Compensatory Time off(11)
Computer Loan Program(31)
Deferred Compensation(27)
Disability Insurance(33)
Dues Deductions(2)
Education Incentive Premium(17)
Employee Organizational Rights and Responsibilities(2)
Bulletin Boards(2)
Dues Deductions(2)
Indemnification(2)
Maintenance of Membership(2)
Newly Hired Employees(2)
Rights,Powers and Authority(3)
Union Organization(3)
Flex Staffing(15)
Apprentice Line Mechanic and Line Mechanic Helper(15)
Customer Service Representatives(16)
Meter Test Series(16)
Water Distribution Workers and Production Operators(16)
Flexible Benefit Plan(28)
Amount of Monthly Benefit(28)
Definition(28)
Floating Holidays(19)
Footwear(5)
Fringe Benefit Administration(27)
Changes(27)
Deferred Compensation(27)
Selection of Funding Method(27)
Grievance and Appeals Procedure(5)
Advisory Arbitration(7)
Appeal of Disciplinary Action(5)
Burden of Proof(6)
Continuance(7)
Findings of the Personnel Board(6)
Further Discussion(5)
Hearings(6)
Informality(6)
Investigation(5)
Joint Accusations(7)
Power to Examine(6)
Resolution and Complaints(5)
Unexcused Absences(6)
Health Benefits(28)
Retirement(29)
Holidays(19)
Applicable Overtime Rates(19)
Designated Holidays(19)
Thanksgiving Week(20)
Hours of Work(10)
Intent of Article(10)
Timekeeping Interval(11)
Water Production Operators(10)
Workweek/workday(10)
Industrial Leave (25)
Conversion to Ltd (26)
Duration (25)
Expiration (26)
Rate of Pay(25)
Restrictions (25)
Job Security(18)
Jury Duty(21)
Lead Meter Reader(14)
Leave of Absence (21)
Notice of Return(21)
Outside Employment During (21)
Life Insurance(27)
Long Term Disability Insurance (33)
Longevity Premium (17)
Maintenance of Existing Benefits and Conditions (33)
Military Leave(22)
No Strike-No Lockout(9)
Prohibited Conduct(9)
Union Responsibility(9)
Nondiscrimination (4)
Anti-discrimination (4)
Gender(4)
Protection of Rights (4)
Overtime(11)
Compensatory Time off(11)
Limitation of Authority(12)
Priority(12)
Rate of Compensation (11)
Timekeeping Interval (11)
Overtime Meal Policy(12)
Policies (32)
Probationary Employees (8)
Discharge(8)
Probationary Basis(8)
Probationary Reinstatement(8)
Ratification and Execution (33)
Recognition (1)
Reinstatement (8)
Previous Service Credit(8)
Probationary Period (9)
Recommendation of Department Head (8)
Retirement(16)
Employer Paid Member Contributions (16)
Service Credit for Unused Sick Leave(16)
Two Year Additional Service Credit(16)
Safety and Health (4)
Federal and State Laws (4)
Footwear(5)
Weather and Air Quality(5)
Salary and Compensation and Retirement(14)
Apprentice Line Mechanic and Line Mechanic Helper(14)
Bilingual Premium (17)
Education Incentive Premium (17)
Job Security(18)
Longevity Premium (17)
Meter Test Series (16)
Pay Increases (14)
I I
Retirement (16)
Separability(32)
Shop Stewards. (4)
Sick Leave (22)
Accrual and Use(24)
Authorization Process (23)
Conversion of Accrued Sick Leave to Cash (25)
Conversion to Service Credit upon Retirement (25)
Daily Notification (23)
Doctor's Verification (23)
Notification (23)
One-fourth Conversion (22)
One-third Conversion (22)
Payment for Accumulated Sick Leave (24)
Personal Business (24)
Probationary Period (23)
Reasons for Use(23)
Termination (25)
Vacation, Use of Sick Leave During (25)
Sole and Entire Memorandum of Understanding (32)
City Rules and Regulations (32)
Intent(32)
Standby Pay(12)
Term of Memorandum of Understanding (33)
Tuition Reimbursement(29)
Eligibility(29)
Eligible Courses (29)
Objective (29)
Reimbursement(30)
Uniform Standards (31)
Meter Readers (32)
Presentability(31)
Shirts (32)
Warm Weather(31)
Vacation (20)
Accrual Rate (20)
Accrual Schedule (20)
Conversion (20)
Termination (20)
Vacation Credit(20)
Waiver of Bargaining During Term of this Agreement(32)
Working out of Classification (13)
Absence (14)
Lead Line Mechanic(14)
Pay Range(14)
Restriction (14)
Special Acting Pay(13)
Workweek/workday(10)
III
OF
1<'e,` Y, ib4i _
x--. 'f3 ..w o u^ '�-'• x r^9 a 'ss: r'' f r r r s'".. r .i * /�' r*
Fa1Ea. uh "`C. '. a - n1401
US ,
CITY OF AZUSA
MINUTES OF THE CITY COUNCIL
REGULAR MEETING
MONDAY, DECEMBER 7, 2009 — 6:30 P.M.
The City Council of the City of Azusa met in regular session at the above date and time in the Azusa
Auditorium located at 213 E. Foothill Boulevard, Azusa, CA 91702.
CEREMONIAL Ceremonial
Councilmember Gonzales presented a Certificate of Sympathy to the family of Vicky Philipson, noting that Cert of Sympathy
the meeting would be adjourned in her memory. V. Philipson
The City Council members presented a Proclamation to Austin Tyler McMinn, honoring him for attaining Proc to A. Tyler
the rank of Eagle Scout. McMinn
The City Council presented Certificates of Recognition to the teams and volunteers of the American Cancer Cert of Recog.
Society Relay for Life fundraiser held in April 2009. Relay For Life
CLOSED SESSION Closed Sess
Mr. Mike Lee addressed the Closed Session portion of the meeting stating that he hopes Atlantis Gardens is M. Lee
used for low income house and that the MEW gets fair chance. Comments
The City Council recessed to Closed Session at 6:55 p.m. to discuss the following: Recess
1. REAL PROPERTY NEGOTIATIONS (Gov. Code Sec. 54956.8) Real Prop
Agency Negotiators: City Manager Delach and Assistant City Manager Makshanoff Negotiations
Under Negotiation: Price and Terms of Payment
a. MTA SITES MTA Sites
Address: APN# 8608-025-900 (Azusa and Santa Fe) Azusa, CA 91702
Negotiating Parties: Los Angeles County Metropolitan Authority
Address: APN#8608-027-902 (Azusa and Alameda) Azusa, CA 91702
Negotiating Parties: Los Angeles County Metropolitan Authority
Address: APN#8608-028-906 (Azusa and Dalton) Azusa, CA 91702
Negotiating Parties: Los Angeles County Metropolitan Authority
b. BLOCK 37 Block 37
Address: 634 N. San Gabriel Avenue Azusa, CA 91702
Negotiating Parties: City/Azusa Redevelopment Agency/Kwon, Soon I
c. ATLANTIS GARDEN Atlantis Garden
Address: 630 E. Sixth Street, Azusa CA 91702
Negotiating Parties: City/Azusa RedevAgency/Cardenas Faustino/Cardenas Eddy M. Downtown No.
d. DOWNTOWN NORTH A2 & A3 Site
Addresses: 858 N. Azusa Avenue, Azusa, CA
832 N. Azusa Avenue, Azusa, CA
826 N. Azusa Avenue, Azusa, CA
812 N. Azusa Avenue, Azusa, CA
830 N. Azusa Avenue, Azusa, CA
801 N. Alameda Avenue, Azusa, CA
810 N. Alameda Avenue, Azusa, CA
803 N. Dalton Avenue, Azusa, CA
805 N. Dalton Avenue, Azusa, CA
809 N. Dalton Avenue, Azusa, CA
Negotiating Parties: City/Azusa Redevelopment Agency/Lewis Retail Centers
e. ENTERPRISE PROPERTY Enterprise Prop
Address: 229 S. Azusa Avenue (APN 8614-014-058)
Negotiating Parties: City/Azusa Redevelopment Agency/Rogers Lillie M/Roger Lillie
Address: 229 S. Azusa Avenue (APN 8614-014-056)
Negotiating Parties: City/Azusa Redevelopment Agency/Rogers Lillie M/Roger Lillie
Address: (APN 8614-014-057) -No Address
Negotiating Parties: City/Azusa Redevelopment Agency/Rogers Clifton & Lillie/Roger
2. CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION (Gov. Code Conf w/legal
Sec.54956.9(b)and(c).Two Cases. Cnsl
3. CONFERENCE WITH LABOR NEGOTIATOR(Gov.Code Sec.54957.6) Conf w/labor
Agency Negotiators: City Manager Delach and Admin Services Director-CFO Kreimeier Negotiator IBEW
Organizations: IBEW
The City Council reconvened at 7:38 p.m. City Attorney Carvalho stated that although there was no Reconvened
reportable action,Councilmember Keith Hanks recused himself from participating in item 1.a,Los Angeles Cnclmbrs recuse
County Metropolitan Authority and Councilmember Gonzales recused himself from participating in &Closed Sess
discussions on item 1. b, Block 37, for potential conflicts of interest. The City Council will resume Unfinished
discussions on Closed Session items 1.d,1.e,and item 2 at the end of the Council Meeting.
Mayor Rocha called the meeting to order. Call to Order
Senior Airman Augustine Tuliaou led in the salute to the Flag. A moment of silence was held in Flag Salute
observation of Peal Harbor Day.
INVOCATION was given by Pastor Samuel Martinez of Christian Faith Center of the Valley Invocation
ROLL CALL Roll Call
PRESENT: COUNCILMEMBERS: GONZALES,CARRILLO,MACIAS,HANKS,ROCHA
ABSENT: COUNCILMEMBERS: NONE
ALSO PRESENT: Also Present
City Attorney Carvalho, City Manager Delach, Assistant City Manager Makshanoff, Azusa Police Chief
Garcia,Director of Public Works/Assistant City Manager Haes,Administrative Services Director—Chief
Financial Officer Kreimeier, Economic Development Director Christiansen, Public Information Officer
Quiroz,City Clerk Mendoza,Deputy City Clerk Toscano.
PUBLIC PARTICIPATION Pub Part
Mr. Mike Lee addressed Council commenting on the following: his tribute to all the great American M.Lee
Hero's within the City and soldiers,grateful to City for honoring Vicky Philipson,the death of his friend Comments
Walter Harville and thanks to the City for placing his name on the Marquee,Target Ground Breaking,Pearl
Harbor Day,and recognition and appreciation to his friends.
Mr.Fred Marquez and Maylene Luzod presented the City with a plaque from the American Cancer Society F.Marquez
and a certificate from the County of Los Angeles,Supervisor of the Fifth District,Michael D.Antonovich, Comments
for the City's support of the Relay for Life fund raiser.
Ms. Madelyn Payne of the Friends of the Azusa City Library addressed Council stating that she will be M.Payne
leaving as President of Friends and noted some of the accomplishments throughout the year as follows: Comments
Lunch At The Library, Summer Reading Concerts,End of the Year Carnival,Author Nights; four of the
events raised more than$10,000 and they were major sponsors of the new Book Mobile. She advised that
in February of 2009 Friends sent books to soldiers in Kosovo,an event they will continue to support.
Mr.Miguel Ortiz invited all to the Grace Church of Glendora to the"Walk Thru Bethlehem"Event which M.Ortiz
will be held from December 11th— 13th from 5—9 p.m.The event will be held free of charge at 1515 S. Comments
Glendora Avenue,Glendora.
Ms. Melinda Andrade of Vulcan Materials Company invited all to a Community Meeting to be held on M.Andrade
Tuesday,December 15,2009 from 6:30 to 8:00 p.m.at Magnolia Elementary School,Multipurpose Room, Comments
945 East Nearfield Street,Azusa. The evening will highlight the changes in the proposed plan and provide
opportunities to answer questions.
Mr.Mark Smith of Glendora addressed Council stating that the Azusa City Council Meetings are orderly, M.Smith
with plenty of time to talk,and stated that the Veterans Day celebration was great as well as the hard work Comments
being done with regard to the water shortage.
Mr. Dennis Willut addressed Council with comments regarding the following: tribute to all WWII D.Willut
Veterans, ordinance regarding recovery of attorney fees in connection with Code Enforcement activities, Comments
relaying a lengthy incident that occurred between a landlord and tenant and stated that the law is going to Response by
have to be changed. City Attorney Carvalho responded stating that it is in the City's Municipal Code and City Attorney&
one reason they do not cite renters is because landlord usually have an agreement with them and the City Councilmembers
should not become involved in Landlord Tenant relationships. Councilmembers advised that there is no
interest in changing the code with regard to this issue.
12/07/09 PAGE TWO
REPORTS,UPDATES COUNCIL BUSINESS AND ANNOUNCEMENTS-STAFF Updates/Cncl
Mayor Rocha announced that he is in the process of gathering criteria on how to establish a Youth Rocha
Commission where the youth will conduct regular meeting to discuss items of interest to them. He will Comments
present the information regarding such commission at a later date.
Mayor Pro-Tem Macias thanked the Police Department,Chief and staff for the work they did in capturing a Macias
stalker outside of Slauson Middle School. He stated that he will miss Vicky Philipson,employee of Stater Comments
Bros,very much and in recognition of Pearl Harbor Day,today,he stated that he had the chance to attend a
funeral of a Pearl Harbor surviver who passed away last year and his ashes were spread over Pearl Harbor,
as requested.
Councilmembers Carrillo and Gonzales thanked, recognized and congratulated the Azusa Parks and Carrillo
Recreation for a great Winter Fiesta and Tree Lighting Ceremony event held on Sunday,December 6th. Gonzales
Comments
Councilmember Hanks expressed his hope that all had a pleasant Thanksgiving,and will have an enjoyable Hanks
Christmas season and reminded all to drink responsibly. Comments
Mayor Rocha asked that the meeting be adjourned in memory of Benny Flores Jr., Vicky Philipson,
;eatrice H.Granados,Walter Harville,and Manuel Hernandez III. He thanked all who helped pack junk
food sent to the soldiers over the weekend and especially to Azusa Police Officers Association and the
Senior Counsel for paying for the postage. He reminded all of the Annual Food Drive going on for the five Rocha
local food banks;pick up dates are December 11th and 18th and he also thanked the staff at City hall for Comments
helping with the candy drive. He announced the Be A Walker Program's next walk at Northside Park on
Saturday December 12th at 9:30 a.m.where representatives of APU Wellness Center,Azusa Unified School
District and the community will be walking with a special guest. Lastly,he asked that all keep our soldiers
in prayer as we enjoy freedom they are out their fighting for it.
SCHEDULED ITEMS Sched Items
PUBLIC HEARING-EXPENDITURE PLAN—STATE AWARDED GRANT FUNDS. Pub Hrg CDBG
Amend program
Chief of Police Garcia addressed the Hearing stating that this is-an annual event and is a funding Chief of Police
mechanism in which the City received$100,000 and this Public Hearing is held to decide how funds will B.Garcia
be spent. The following expenditures are recommended: FAST Helicopter Services Program, Video Comments
Cameras for Patrol Cars,Overtime for Graffiti Detail,EOC:Podium/Cabling/Data&Home Lines,ALEA
Western Safety Seminar and Overhead Expense. He responded to questions posed.
The Mayor declared the Hearing open. The City Clerk read the affidavit of proof of publication of notice Hrg open
of said Hearing published in the Azusa Herald on November 26,2009.
Mr. Dennis Willut addressed the Public Hearing and suggested buying old brinks trucks with cameras to D.Willut
put in high crime rate areas. He is in favor of the recommended expenditures. Comments
Mr.Mike Lee addressed the Public Hearing in favor of the Chief's recommended expenditures. M.Lee
Comments
It was consensus of the Councilmembers to close the Public Hearing. Moved by Councilmember Hrg closed
Gonzales, seconded by Mayor Pro-Tem Macias and unanimously carried to approve including State COPS
appropriations of funds to be received from the State Citizens' Option for Public Safety(COPS)Program Recommended
and the proposed expenditure plan and purchases.The anticipated funding from this program is$100,000. Expenditures
The proposed expenditure plan as was detailed and also includes $46,584 in carryover funds from F/Y Approved
08/09.
CONSIDERATION OF AN ORDINANCE AMENDING CHAPTER 46 OF THE AZUSA MUNICIPAL Ord Possession
CODE BY ADDING SECTIONS 46-324 AND 46-325 RELATING TO THE POSSESSION AND USE &Use Aerosol
OF AEROSOL SPRAY PRODUCTS BY A MINOR. Can by Minors
City Manager Delach addressed the item stating that there was a request to look into the legality and City Manger
constitutionality of creating an ordinance banning the possession of aerosol spray products by minors as a City Attorney •
misdemeanor offence and the City Attorney has drafted the ordinance. The City Attorney and Chief of Chief of Police
Police responded by questions and comments. Comments
Councilmember Gonzales offered an Ordinance entitled:
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF AZUSA,AMENDING CHAPTER 46 1St Rdg Ord
OF THE AZUSA MUNICIPAL CODE BY ADDING SECTIONS 46-324 AND 46-325 RELATING TO Possession Use
POSSESSION AND USE OF AEROSOL SPRAY PRODUCTS BY A MINOR. Of Aerosol can
Moved by Councilmember Gonzales, seconded by Councilmember Hanks and unanimously carried to
waive further reading and introduce the ordinance.
12/07/09 PAGE THREE
The CONSENT CALENDAR consisting of Items D-1 through D-8 was approved by motion of Consent Calendar
Councilmember Hanks, seconded by Councilmember Carrillo and unanimously carried. Mayor Pro-Tem D-1-8
Macias abstained from the minutes as he was absent from that meeting.
1. The minutes of the regular meeting of November 16,2009,were approved as written. Min appvd
2. Human Resources Action Items were approved as follows: HR Action
Promotion: S.Martinez,Police Officer. Items
3. A JOINT RESOLUTION OF THE BOARD OF SUPERVISORS OF THE COUNTY OF LOS Res.09-C102
ANGELES ACTING ON BEHALF OF THE LOS ANGELES COUNTY GENERAL, LOS Joint Reso
ANGELES COUNTY CONSOLIDATED FIRE PROTECTION DISTRICT, LOS ANGELES Tax Revenues
COUNTY FLOOD CONTROL, THE BOARD OF DIRECTORS OF COUNTY SANITATION 5 properties
DISTRICT NO.22 OF LOS ANGELES COUNTY,AND THE GOVERNING BODIES OF CITY
OF AZUSA, SAN GABRIEL VALLEY MUNICIPAL WATER DISTRICT, APPROVING AND
ACCEPTING NEGOTIATED EXCHANGE OF PROPERTY TAX REVENUES RESULTING
FROM ANNEXATION TO COUNTY SANITATION DISTRICT NO. 22. (ANNEXATION 22-
400,FIVE EXISTING SINGLE-FAMILY HOMES).
4. Approval was given to authorize staff to award the Citrus Avenue and University Drive Traffic C.R.Morales
Signal Project No.66109M to Christopher R.Morales,Inc. Traffic sig
5. The City Treasurer's Report as of October 31,2009 was received and filed. Treas Rpt
6. The Retainer Agreement for legal services from Manning&Marder,Kass,Ellrod,Ramirez LLP that Retainer Agmt
are anticipated to arise from an`officer involved shooting"that occurred on April 18, 2009 in an Police Depart
amount not to exceed$60,000 without written approval from City Council,was approved. Attorney
7. Approval was given for the revised class specifications for the following positions: Park Revised Class
Maintenance Worker I,II,III,Water Distribution worker I,II,III,Facilities Maintenance Worker I, Specifications
II,III,Street Maintenance Worker I,II,Street Maintenance Worker III/Equipment Operator.
8. The following resolution was adopted and entitled:
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA ALLOWING CERTAIN Res.09-C103
CLAIMS AND DEMANDS AND SPECIFYING THE FUNDS OUT OF WHICH THE SAME Warrants
ARE TO BE PAID.
SPECIAL CALL ITEMS Spec Call Items
None. None.
THE CITY COUNCIL RECESSED AND THE REDEVELOPMENT AGENCY CONVENED AT CRA Convene
8:30 P.M. THE CITY COUNCIL RECONVENED AT 8:53 P.M. Cncl reconvened
Councilmember Hanks offered an Ordinance entitled:
AN ORDINANCE OF THE CITY OF AZUSA,CALIFORNIA,AMENDING THE AZUSA MUNICIPAL Ord 09-08
CODE RELATING TO RECOVERY OF ATTORNEYS' FEES IN CONNECTION WITH CODE Recovery of
ENFORCEMENT ACTIVITIES. Attorney fees
Moved by Councilmember Hanks, seconded by Mayor Pro-Tem Macias to waive further reading and
adopt. Ordinance passed and adopted by the following vote of the Council:
AYES: COUNCILMEMBERS: GONZALES,CARRILLO,HANKS,MACIAS,ROCHA
NOES: COUNCILMEMBERS: NONE
ABSENT: COUNCILMEMBERS: NONE
The City Council recessed to Closed Session at 8:55 to discuss the following: Closed Session
I. REAL PROPERTY NEGOTIATIONS(Gov.Code Sec.54956.8) Real Prop
Agency Negotiators: City Manager Delach and Assistant City Manager Makshanoff Negotiations
Under Negotiation: Price and Terms of Payment
d. DOWNTOWN NORTH A2&A3 Site Downtown
Addresses: 858 N.Azusa Avenue,Azusa,CA North
832 N.Azusa Avenue,Azusa,CA
826 N.Azusa Avenue,Azusa,CA
812 N.Azusa Avenue,Azusa,CA
830 N.Azusa Avenue,Azusa,CA
801 N.Alameda Avenue,Azusa,CA
12/07/09 PAGE FOUR
810 N.Alameda Avenue,Azusa,CA
803 N.Dalton Avenue,Azusa,CA
805 N.Dalton Avenue,Azusa,CA
809 N.Dalton Avenue,Azusa,CA
Negotiating Parties: City/Azusa Redevelopment Agency/Lewis Retail Centers
e. ENTERPRISE PROPERTY Enterprise
Address: 229 S.Azusa Avenue(APN 8614-014-058) Property
Negotiating Parties: City/Azusa Redevelopment Agency/Rogers Lillie M/Roger Lillie
Address: 229 S.Azusa Avenue(APN 8614-014-056)
Negotiating Parties: City/Azusa Redevelopment Agency/Rogers Lillie M/Roger Lillie
Address: (APN 8614-014-057)-No Address
Negotiating Parties: City/Azusa Redevelopment Agency/Rogers Clifton&Lillie/Roger
2. CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION (Gov. Code Conf w/Legal
.Sec.54956.9(b)and(c).Two Cases. Cnsl Two Cases
The City Council reconvened from Closed Session at 10:57 p.m. City Attorney advised that there was no Reconvened
reportable action taken in Closed Session. No Reports
It was consensus of Council that the meeting be adjourned in memory of Benny Flores Jr.,Vicky Philipson, Adjourn in
Beatrice H.Granados,Walter Harville,and Manuel Hernandez III. Memory of
B.Flores Jr.
V.Philipson
B.Granados
TIME OF ADJOURNMENT: 11:00 P.M. W.Harville
M.Hernandez HI
CITY CLERK
NEXT RESOLUTION NO.2009-C104
NEXT ORDINANCE NO.2009-09.
12/07/09 PAGE FIVE
v.r. r
ZUSA=
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 111,W
DATE: DECEMBER 21, 2009
SUBJECT: HUMAN RESOURCES ACTION ITEMS
RECOMMENDATION
It is recommended that the City Council approve the following Personnel Action Requests in accordance with the
City of Azusa Civil Service Rules and applicable Memorandum of Understanding(s).
BACKGROUND
On December 8,2009,the Personnel Board confirmed the following Department Head recommendations regarding
the following Personnel Action requests.
A. MERIT INCREASE AND/OR REGULAR APPOINTMENT:
DEPARTMENT NAME CLASSIFICATION ACTION/EFF RANGE/STEP
DATE BASE MO SALARY
PD Joanne Gasca Police Records Specialist I Regular 9140/2
Appointment $3047.00
11/11/2009
UTL Garrett Conrad Welder/Water Distribution Reg Appt/Merit 5190/2
Worker I Inc $4736.20
07/21/2009
UTL Ramon Line Mechanic Reg Appt/Merit 5218/5
Camarena Inc $7454.16
12/02/2009
B. FLEXIBLE STAFFING PROMOTION:The following flexible staffing promotional appointments have been
requested by the Department Head(s)pursuant to the Rules of the Civil Service System.
DEPARTMENT NAME PROMOTION EFFECTIVE RANGE/STEP
FROM/TO DATE BASE MO.
SALARY
UTL Samantha From: Customer Service Rep. I 11/23/2009 5164/4
Bowman To: Customer Service Rep. II $4050.71
SEPARATION: The following separations are submitted for informational purposes.
DEPARTMENT NAME CLASSIFICATION EFFECTIVE DATE
PD Steven Ramos Police Officer Trainee 12/03/2009
FISCAL IMPACT
There is no fiscal impact, as positions listed are funded in approved department budgets.
114D VS
5,0IRO
u, $1 —
4tzusAt
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 /(/\,
DATE: DECEMBER 21, 2009
SUBJECT: CLASS SPECIFICATION REVISION
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 Assistant Director of Electric Operations.
BACKGROUND
While the new Utilities Director was reviewing the class specification for this position, it became clear
changes needed to be made to the class specification in order to accurately represent the supervisory and
long range distribution and reliability responsibilities of the position. The recommended changes to the
class specification are included on the enclosed draft.
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.
CITY OF AZUSA
ASSISTANT DIRECTOR OF ELECTRIC OPERATIONS
FLSA Exempt
DEFINITION
Under general direction, plans, organizes, and supervises the construction, maintenance and operation of
the electric utility division of the Utility Department; performs related duties as required.
CLASS CHARACTERISTICS
The Assistant Director of Electric Operations reports directly to the Director of Utilities and is
responsible for managing the electric division of the department.
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.
Directs through subordinate supervisors, the engineering/planning, construction, maintenance and repair
of the electric distribution system.
Evaluates work methods and operations; plans and schedules division activity; prepares estimates and
monitors construction, maintenance, and operating costs; evaluates division policies, procedures, and
services to determine effectiveness; installs changes to increase effectiveness to meet department
objectives.
Reviews project plans and drawings with crew supervisor, making change recommendations based on
field observations and operational problems; inspects field projects in progress and upon completion;
provides technical advice and assistance on technical problems.
Represents the City in significant public relations matters related to the electric division maintenance
functions; coordinates any Joint Pole Authority actions with concerned outside agencies.
Evaluates service and equipment needs with available service vendors/products; writes or reviews bid
specifications; monitors contractor/equipment performance; inspects work in progress to ensure
compliance with City specifications.
Develops long-range and short-term electric distribution system maintenance objectives; prepares
financial analysis and service objectives reports; develops plans to meet future service needs; prepares
Division budget and controls expenditures of allocated funds.
Oversees the electric utility's long range distribution system planning including development of a 5-year
system plan.
Ensures the high reliability of electric system facilities, consistent with industry standards, and the
availability/efficiency of emergency response and repairs.
Receives and investigates citizen complaints and requests; determines and ensures appropriate
disposition; monitors work completed in response to concerns forwarded by City Administrator or City
Council; investigates and reports on matters related to claims made against the City.
Selects division employees; plans, organizes, and assigns work; develops and establishes work methods
and standards; directs staff training and development; reviews and evaluates employee performance;
executes disciplinary action; establishes and implements safety programs and coordinates the training of
subordinates.
Serves as acting Director of Utilities as assigned.
MARGINAL FUNCTIONS
These are position functions which may be changed, deleted or reassigned to accommodate an
individual with a disability.
1. Serves as acting Director of Utilities as assigned.
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 graduation from an
accredited college/university with a bachelor's degree in electrical engineering and five years of
managerial experience in electric utility operations.
Knowledge, Skills and Abilities
Thorough knowledge of the principles, practices, and techniques of electric distribution system
operations, construction and maintenance; methods, techniques, and practices employed in electric
distribution systems design and construction, including methods, procedures, and materials; cost
accounting; supervision and training principles and techniques; budgetary, work planning, and
time/material cost estimation techniques. Ability to communicate clearly and concisely, both orally
and in writing; research and prepare complex reports on a variety of subjects; establish and maintain
effective relationships with the community at large, the City Council, and other public officials; plan,
direct, and coordinate electric distribution systems programs and manage a division; select, train,
supervise and evaluate employees; represent the City in a variety of meetings; make decisions regarding
operational and personnel functions; operate programs within allocated amounts; respond to emergency
and problem situations in an effective manner; understand, explain and apply policies and procedures;
analyze unusual situations and resolve them through application of management principles and
practices; develop comprehensive plans to meet future City needs/services; constructively with conflict
and develop effective resolutions; plan and enforce a balanced budget; develop new policies impacting
department operations/procedures and interpret financial statements and cost accounting reports.
Certificate or License Requirements
Possession of or ability to obtain a Class C California driver's license and a satisfactory driving record.
11.
O Acca
�- rm
k:,Z,U1S,011
CONSENT CALENDAR
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: TITO HAES, ASSISTANT CITY MANAGER/PUBLIC WORKS DIRECTOR
VIA: F.M. DELACH, CITY MANAGER MO
DATE: DECEMBER 21, 2009
SUBJECT: CIP PROJECT #66110F; AWARD OF CONTRACT, TARGET SEWER LINE
IMPROVEMENTS
RECOMMENDATION
It is recommended that the City Council authorize staff to award the Target Sewer Line Improvements
Project No. 66110F to the Whiting-Turner Contracting Company.
BACKGROUND
An existing 8-inch City sewer pipe runs through the future home of the Target Store. To accommodate
the construction of the new structure, the existing sewer pipe needs to be removed and relocated with a
new 8-inch sewer pipe.
The Bid Opening was conducted on December 14, 2009 at 10:30 am. 8 bids were received. The
Whiting-Turner Contracting Company was the low bidder. Staff recommends that the City Council
award the contract to The Whiting-Turner Contracting Company for the Target Sewer Line
Improvements Project No. 66110F.
The following companies and the bid amounts are as follows:
BIDDER'S NAME CITY, STATE BID PRICE (lowest to highest)
1 The Whiting Turner Contracting Co. Irvine, CA $22,800.00
2 M.K.P. Construction, Inc. Upland, CA $33,889.00
3 Alcon Colorado Engineering, Inc. Temecula, CA $34,360.70
4 Bali Construction, Inc. South El Monte, CA $41,214.00
5 Atlas-Allied, Inc. Anaheim, CA $42,099.20
6 Vasilj, Inc. Irwindale, CA $52,112.00
7 G.B. Cooke, Inc. Azusa, CA $69,522.00
8 Perry C. Thomas Const. Inc. Monrovia, CA $80,345.00
FISCAL IMPACT
Project cost is $25,080, which is based on the bid amount and a 10% allowance for potential change
orders. The project is listed in the approved FY 2009-2010 Capital Improvement Plan as project
#66110F with an overall budget of$40,000.
65-1,
tet"t"ssr�- �'
-,tet .,�y� m+eZw e +R'"$n-"Nm' �l'wn"i^ 'm.`...� 'k i„ � 'k
`�CL�Fpy}yRr��a ..
US/V.!
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 41/10
DATE: DECEMBER 21, 2009
SUBJECT: CIP PROJECT #66110A - CITRUS AVENUE RECONSTRUCTION (ALOSTA-
FOOTHILL); AUTHORIZATION TO ENTER INTO A PROFESSIONAL
SERVICES AGREEMENT — TOPOGRAPHIC SURVEY AND MAPPING
SERVICES FOR CITRUS AVENUE AND FOOTHILL BOULEVARD
RECOMMENDATION
It is recommended that the City Council authorize staff to enter into a professional services
agreement with Proactive Engineering Consultants for a not to exceed fee of $13,750.00 to
provide topographic survey and mapping services for Citrus Avenue between Alosta Avenue and
the northern city limit and Foothill Boulevard between Alosta Avenue and Citrus Avenue.
BACKGROUND
The street segments of Citrus Avenue from Alosta Avenue to the northern city limit and Foothill
Boulevard from Alosta Avenue to Citrus Avenue are aged and deteriorated requiring
reconstruction. The Public Works Department requires topographic survey and mapping services
to prepare contract documents for the improvement of Citrus Avenue from Alosta Avenue to the
northern city limit and Foothill Boulevard from Alosta Avenue to Citrus Avenue.
On November 16, 2009, City Council authorized staff to solicit proposals for these topographic
survey and mapping services. On December 14, 2009, staff received 17 proposals from qualified
firms. The following is the list of firms that submitted:
Bidder City, State Amount
1. ITF and Associates, Inc. Los Alamitos, CA $11,500.00
2. Proactive Engineering Consultants Corona, CA $12,500.00
3. CNC Engineering Irvine,CA $14,900.00
4. Guyett Geomatics, Inc. Corona, CA $15,000.00
5. Calvada Corona, CA $15,840.00
6. Rick Engineering Co. Riverside, CA $16,725.00
7. Guida Surveying Inc. Irvine,CA $17,430.00
8. AEI CASC Consulting Burbank, CA $19,140.00
9. Huitt Zollars Ontario, CA $19,500.00
10. Prizm Group Corona, CA $19,500.00
11. KDM Meridian Lake Forest, CA $19,980.00
12. B&E Engineers Arcadia, CA $20,288.00
Bidder (continued) City, State Amount
13. Tait Santa Ana, CA $24,000.00
14. DCA Civil Engineering Group Torrance, CA $24,900.00
15. Hunsaker and Associates Irvine, Inc. Rancho Cucamonga, CA $24,900.00
16. Psomas Santa Clarita, CA $35,000.00
17. Johnson-Frank and Associates Inc. Anaheim, CA $75,300.00
After a thorough evaluation of the bids, Public Works staff recommends award of contract to
Proactive Engineering Consultants. While ITF and Associates provided the lowest bid amount,
staff recommends using the next lowest bidder, Proactive Engineering Consultants. Staff felt
Proactive Engineering Consultants submitted a much more complete bid package than the lowest
bidder. Staff feels that effort reflects favorably on the firm and worth the additional $1,000 or
less than 1% cost.
FISCAL IMPACT
The professional services agreement will be for a not to exceed fee of $13,750.00, which
includes an additional 10 percent for change orders. Funds for the topographic survey and
mapping services are available from CIP PROJECT#66110A, Gas Tax.
/ dor 4:10)
- `464,47-1 r
zusA►
CONSENT CALENDAR
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: TITO HAES, ASSISTANT CITY MANAGER/PUBLIC WORKS DIRECTOR
VIA: F.M. DELACH, CITY MANAGER
/11' Aito
DATE: DECEMBER 21, 2009
SUBJECT: FY 2009/10 CAPITAL IMPROVEMENT PLAN AMENDMENT AND
AUTHORIZATION TO SOLICIT REQUEST FOR PROPOSALS —
TOPOGRAPHIC SURVEY AND MAPPING SERVICES FOR CERRITOS
AVENUE AND FIFTH STREET
RECOMMENDATION
It is recommended that the City Council amend the 2009/2010 Capital Improvement Plan to
include "Azusa Schools TLC Program" as a new project and federal Safe Routes to School
(SRTS) funds as a funding source; also authorize staff to solicit proposals to obtain topographic
survey and mapping services for Cerritos Avenue from Sixth Street to Rodecker Street and Fifth
Street from Rockvale Avenue to 300 west of Cerritos Avenue.
BACKGROUND
The federal Safe Routes to School (SRTS) program awarded $46 million to projects for Cycle 2.
The Public Works Department applied for grant funds and will receive $102,720 of federal Safe
Routes to School (SRTS) funds. The project for the grant application was entitled "Azusa
Schools TLC Program." A portion of the referenced project is the street segment of Cerritos
Avenue and the intersection of Cerritos Avenue and Fifth Street where street and ADA
improvements are proposed. Public works met with the Azusa Unified School staff in designing
and formulating improvements. Although preliminary stages are underway, improvements shall
include narrowing the east side of Cerritos Avenue to restrict areas of double parking and student
drop offs, construct new ADA ramps, re-stripe the intersection and potentially a median with a
short fence that will preclude pedestrians from crossing the street at the mid-block. The
preliminary schedule is for construction during the summer of 2010. However, working with
Caltrans may provide some delays, pushing construction to a later date.
The Public Works Department requires topographic survey and mapping services to prepare
contract documents for the improvements of Cerritos Avenue and the intersection of Cerritos
Avenue and Fifth Street. The project is ready for the preliminary design phase and as a result it
will be necessary to amend the FY 2009/10 Capital Improvement Plan to reflect this as a new
project.
FISCAL IMPACT
Total estimated cost of the project ($102,720) will be funded under the federal Safe Routes to
School (SRTS) Funds. Funds for the topographic survey and mapping services shall be
reimbursed from this Grant.
1/77_,
_..:^ ���_ � `&-�' * *.
�u, c�:'a z_� --"�'�„c�a.::'.
use
JOINT CITY/AGENCY
PUBLIC HEARING ITEM
TO: THE HONORABLE MAYOR/CHAIRPERSON AND COUNCIL/AGENCY MEMBERS
FROM: KURT E.CHRISTIANSEN,ECONOMIC AND COMMUNITY DEVELOPMENT DIRECTOR
VIA: F.M. DELACH, CITY MANAGER/EXECUTIVE DIRECTOR/P_
DATE: DECEMBER 21, 2009
SUBJECT: SECOND AMENDMENT TO THE 2008 DISPOSITION AND DEVELOPMENT
AGREEMENT WITH TARGET CORPORATION FOR THE DEVELOPMENT OF A TARGET
STORE AT 809 NORTH AZUSA AVENUE
RECOMMENDATION
It is recommended that:
1) The City Council adopt the attached resolution approving the Second Amendment to the 2008 Disposition
and Development Agreement; and
2) The Agency Board adopt the attached Redevelopment Agency Resolution approving the Second
Amendment to the 2008 Disposition and Development Agreement with Target Corporation("Target").
BACKGROUND
The proposed project is a two-story, 159,000 square foot,Target Department Store with 420 parking spaces on
the ground floor. The ground-floor parking area is enclosed by arched building supports with access to the
parking lot from Azusa Avenue, Ninth Street and San Gabriel Avenue. There will be an eating area in the
front of the store with large windows looking out onto Azusa Avenue. The exterior walls of the building are
articulated with varying building heights,second floor setbacks and decorative architectural details,to create a
structure that will complement the existing eclectic mix of buildings types in this area. The exterior will be
further accented with vine pockets and vine trellises/plantings,as well as with landscaped balconies,windows
and billboard-style displays on the building walls along Azusa Avenue,Ninth Street and San Gabriel Avenue.
The following are key dates associated with the projects:
• February 6, 2007 - The Agency entered into a Letter of Intent with Target Corporation for the
development of the project.
Page 2 of 2
• July 23,2008-The Planning Commission found that the sale of the Target Site is in conformance with
the General Plan.
• September 2,2008 - The City Council held the second reading of the zoning ordinances and adopted
the resolutions approving the Target development project.
• . December 15,2008-The Agency entered into a Disposition and Development Agreement with Target
for the construction of an approximately 159,000 square foot urban style Target Department Store.
• June 15, 2009 - The Agency and the City Council approved the First Amendment to the 2008
Disposition and Development Agreement which modified those provisions relating to Target's
commitment to commence construction and the opening of escrow.
• October 21,2009-The Agency closed escrow on the site with the Target Corporation and is in receipt
of$7,000,000 for the sale of the property.
SECOND AMENDMENT TO THE DDA
The original terms of the DDA adopted on December 15,2008,imposed certain obligations on the developer to
begin construction after corporate approval of the Azusa project. These obligations were incorporated in the
Schedule of Performance. Due to the delay of Target's Capital Expenditure Committee to give final approval
for the development of the project, the current construction schedule no longer conforms to the original
Schedule of Performance. Consequently,the Agency and the Developer now wish to amend the Schedule of
Performance to extend certain dates.
The Second Amendment is an amendment to the Schedule of Performance. The Agency and the Developer
mutually agree to amend and replace the original Schedule of Performance in its entirety with"Attachment 1"
to this Second Amendment. The Amendment does not require a new 33433 report as the modifications to the
Second Amendment do not impact that analysis and are not related to the cost of the project.
FISCAL IMPACT
There is no impact with the proposed DDA Amendment. The financial terms of the agreement are unchanged;
the fiscal impact remains the same as the original adoption of December 15, 2008.
Attachments:
1. Second Amendment to the 2008 Disposition and Development Agreement by and among the
Redevelopment Agency of the City of Azusa a Public Body, and Target Corporation.
2. A Resolution Of The City Council Of The City Of Azusa, California, approving the First
Amendment to the 2008 Disposition and Development Agreement; and
3. A Resolution Of The Governing Board Of The Redevelopment Agency Of The City Of Azusa,
California,Approving A Second Amendment to the 2008 Disposition and Development Agreement
By And Between The Redevelopment Agency Of The City Of Azusa and Target Corporation,For
The Merged Central Business District and West End Redevelopment Project Area
RESOLUTION NO.
A RESOLUTION OF THE GOVERNING BOARD OF THE
REDEVELOPMENT AGENCY OF THE CITY OF AZUSA,
CALIFORNIA, APPROVING A SECOND AMENDMENT
TO THE 2008 DISPOSITION AND DEVELOPMENT
AGREEMENT BETWEEN THE REDEVELOPMENT
AGENCY OF THE CITY OF AZUSA AND TARGET
CORPORATION
WHEREAS, pursuant to the California Community Redevelopment Law (Health &
Safety Code Sections 33000, et seq.) ("CRL"), the City Council of the City of Azusa ("City")
("City Council") 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 Board approved the 2008 Disposition and Development Agreement
("Agreement") with Target Corporation ("Developer") on December 15, 2008 for the disposition
and development of certain real property ("Property") as a Target store ("Project") including
approximately 159,000 square feet of commercial space as set forth in the Agreement; and
WHEREAS, the Board approved that certain First Amendment to the Agreement ("First
Amendment") on June 15, 2009 which amended certain provisions of the Agreement relating to
Developer's commitment to constructing the project and the opening of escrow; and
WHEREAS, the Agency has negotiated the terms of that certain Second Amendment to
the Agreement which revises Exhibit"C"of the Agreement, Schedule of Performance; and
WHEREAS, a copy of the Agreement and the First Amendment is on file at the City's
Redevelopment Department; and
WHEREAS, the Redevelopment Agency has given notice as required by law and held a
public hearing on December 21, 2009 on the Second Amendment to the Agreement; and
WHEREAS, the Redevelopment Agency has carefully considered all pertinent testimony
and the staff report offered in the case as presented at the public hearing; and
WHEREAS, the Agency has prepared, and the City Council has reviewed and
considered, a summary report pursuant to CRL Section 33433 ("Summary") setting forth: (1) the
cost of the Agreement to the Agency; (2) the estimated value of the interest to be conveyed; and
(3) an explanation of how the acquisition and conveyance of the 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
1
WHEREAS, on December 21, 2009, the City Council ratified its consideration of the
Summary and related findings pursuant to Health and Safety Code Section 33433 as it relates to
this Second Amendment to the 2008 Disposition and Development Agreement finding that the
modifications in this Second Amendment do not modify the substantive provisions of the
Agreement addressed by the Summary report; and
NOW, THEREFORE, BE IT RESOLVED by the Governing Board of the
Redevelopment Agency of the City of Azusa as follows:
Section 1. The Board hereby directs City staff to file a Notice of Determination with the
Los Angeles County Clerk's office within three (3) calendar days of the adoption of this
Resolution.
Section 2. The Board hereby finds and determines that the provisions of the Second
Amendment are consistent with the Implementation Plan adopted for the Project Area pursuant
to Section 33490.
Section 3. The Board hereby approves the Second Amendment, attached hereto and
incorporated herein by reference, together with non-substantive changes and amendments as may
be approved by the Executive Director and the Agency Attorney.
Section 4. The Board hereby authorizes and directs the Executive Director and the
Agency Attorney to take any action and execute any documents necessary to implement the
Second Amendment.
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 21St day of December, 2009.
Chairman of the Redevelopment Agency of the City
of Azusa
ATTEST:
Redevelopment Secretary
2
I HEREBY CERTIFY that the foregoing resolution was duly adopted by the
Redevelopment Agency of the City of Azusa at a regular meeting held on the 21st day of
December, 2009.
AYES:
NOES:
ABSTAIN:
ABSENT:
Redevelopment Secretary
3
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF AZUSA, CALIFORNIA, APPROVING A SECOND
AMENDMENT TO THE 2008 DISPOSITION AND
DEVELOPMENT AGREEMENT BETWEEN THE
REDEVELOPMENT AGENCY OF THE CITY OF AZUSA
AND TARGET CORPORATION
WHEREAS, pursuant to the California Community Redevelopment Law (Health &
Safety Code Sections 33000, et seq.) ("CRL"), the City Council of the City of Azusa ("City")
("City Council") 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 City Council approved the 2008 Disposition and Development
Agreement ("Agreement") with Target Corporation("Developer") on December 15, 2008 for the
disposition and development of certain real property ("Property") as a Target store ("Project")
including approximately 159,000 square feet of commercial space as set forth in the Agreement;
and
WHEREAS, the City Council approved that certain First Amendment to the Agreement
("First Amendment") on June 15, 2009 which amended certain provisions of the Agreement
relating to Developer's commitment to constructing the project and the opening of escrow; and
WHEREAS, the Agency has negotiated the terms of that certain Second Amendment to
the Agreement which revises Exhibit"C" of the Agreement, Schedule of Performance; and
WHEREAS, a copy of the Agreement and the First Amendment is on file at the City's
Redevelopment Department; and
WHEREAS, the City Council has given notice as required by law and held a public
hearing on December 21, 2009 on the Second Amendment to the Agreement; and
WHEREAS, the City Council has carefully considered all pertinent testimony and the
staff report offered in the case as presented at the public hearing; and
WHEREAS, the Agency has prepared, and the City Council has reviewed and
considered, a summary report pursuant to CRL Section 33433 ("Summary") setting forth: (1)the
cost of the Agreement to the Agency; (2) the estimated value of the interest to be conveyed; and
(3) an explanation of how the acquisition and conveyance of the 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
1
WHEREAS, staff is requesting the City Council ratify its consideration of the Summary
report pursuant to Health and Safety Code Section 33433 as it relates to this Second Amendment
finding that the modifications in this Second Amendment do not modify the substantive
provisions of the Agreement addressed by the Summary report..
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Azusa as
follows:
Section 1. The City Council hereby directs City staff to file a Notice of Determination
with the Los Angeles County Clerk's office within three (3) calendar days of the adoption of this
Resolution.
Section 2. The City Council hereby finds and determines that the provisions of the
Second Amendment are consistent with the Implementation Plan adopted for the Project Area
pursuant to Section 33490.
Section 3. The City Council hereby finds and determines that the changes to the 2008
Disposition and Development Agreement do not modify the substantive terms of the Agreement
as considered by the Summary report prepared pursuant to Health and Safety Code Section
33433.
Section 4. The City Council hereby ratifies the findings and determinations made in
Resolution
Section 5. The City Council hereby approves the Second Amendment, attached hereto
and incorporated herein by reference, together with non-substantive changes and amendments as
may be approved by the City Manager and the City Attorney.
Section 6. 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 Second
Amendment.
Section 7. 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 21st day of December, 2009.
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 21St day of December, 2009.
AYES:
NOES:
ABSTAIN:
ABSENT:
City Clerk of the City of Azusa
3
SECOND AMENDMENT TO THE
2008 DISPOSITION AND DEVELOPMENT AGREEMENT
(TARGET STORE REDEVELOPMENT PROJECT)
BY AND BETWEEN
THE
REDEVELOPMENT AGENCY OF THE CITY OF AZUSA
A PUBLIC BODY, CORPORATE AND POLITIC,
AND
TARGET CORPORATION
A MINNESOTA CORPORATION
[DATED AS OF OCTOBER , 2009 FOR REFERENCE PURPOSES ONLY]
SECOND AMENDMENT
TO
2008 DISPOSITION AND DEVELOPMENT AGREEMENT
(Target Project)
THIS SECOND AMENDMENT TO 2008 DISPOSITION AND DEVELOPMENT
AGREEMENT (Target Project) (this "Second Amendment") is entered into as of
, 2009 ("Second Amendment Effective Date"), by and between the AZUSA
REDEVELOPMENT AGENCY, a public body, corporate and politic (the "Agency"), and
Target Corporation, a Minnesota corporation (the "Developer"), to amend that certain 2008
Disposition and Development Agreement (Target Project), dated as of November 24, 2008, by
and between the Agency and the Developer, as amended by First Amendment to 2008
Disposition and Development Agreement (Target Project), dated as June 15, 2009 (collectively,
the "Agreement"), with reference to the following facts:
RECITALS
A. The Agency and the Developer previously entered into the Agreement for the
purchase, sale and development of that certain real property located in the City of Azusa,
California, and more particularly described in the Agreement as the"Property;" and
B. The Developer intends to develop the Property, and certain other real property
adjacent thereto, as an approximately 155,000 square foot retail building located above two
levels of parking ("Project"), as generally depicted in the conceptual site plan on the Site Map
attached to the Agreement as Exhibit "A-2"; and
C. Pursuant to the Agreement, Developer must perform certain obligations under the
Agreement in accordance with the schedule set forth in the Revised Schedule of Performance set
forth in Attachment 1 to the Agreement; and
D. The Agency and the Developer hereby wish to amend the Schedule of
Performance to extend certain dates.
NOW, THEREFORE, IN CONSIDERATION OF THE PROMISES SET FORTH IN
THIS SECOND AMENDMENT AND OTHER VALUABLE CONSIDERATION, THE
AGENCY AND THE DEVELOPER AGREE AS FOLLOWS:
1. Incorporation of Recitals. The Recitals of fact set forth above are true and correct
and are incorporated into this Second Amendment by this reference, as though fully set forth in
this Second Amendment.
2. Incorporation of Defined Terms. All terms, phrases and words indicated to be
defined terms by initial capitalization in this Second Amendment that are not specifically defined
- 2 -
�I
in this Second Amendment shall have the meaning ascribed to the same term, phrase, or word in
the Agreement.
3. Effect of Second Amendment. Except as set forth in this Second Amendment, the
Agreement is, in all other respects, confirmed and all of the terms, provisions and conditions of
the Agreement, as amended by this Second Amendment, shall be and remain in full force and
effect. From and after the Second Amendment Effective Date, wherever the term "Agreement"
appears in the Agreement, it shall be read and understood to mean the Agreement, as amended
by this Second Amendment.
4. Amendment to Schedule of Performance. The Agency and the Developer
mutually agree that Exhibit "C" of the Agreement, Schedule of Performance, is hereby amended
and replaced in its entirety with Attachment 1 to this Second Amendment, Revised Schedule of
Performance.
5. Conflict. In the event of a conflict between the terms and conditions of this
Second Amendment and the terms and conditions of the Agreement, the terms and conditions of
this Second Amendment shall control.
6. Counterparts. This Second Amendment may be executed in counterparts
(including facsimile counterparts), each of which shall be deemed an original, and all such
counterparts, when taken together, shall constitute one agreement.
7. Warranty Against Payment of Consideration for Second Amendment. The
Developer represents and warrants that: (i) the Developer has not employed or retained any
person to solicit or secure this Second Amendment upon an agreement or understanding for a
commission, percentage, brokerage, or contingent fee, excepting bona fide employees of the
Developer; and (ii) no gratuities, in the form of entertainment, gifts or otherwise have been or
will be given by the Developer or any of its agents, employees or representatives to any elected
or appointed official or employee of either the City of Azusa or the Agency in an attempt to .
secure this Second Amendment or favorable terms or conditions for this Second Amendment.
Breach of the representations or warranties of this Section 7 shall give the Agency the right to
terminate this Second Amendment, with seven (7) days notice to the Developer. Upon any such
termination of this Second Amendment, the Developer shall immediately refund any payments
made to or on behalf of the Developer by the City of Azusa or the Agency pursuant to or
otherwise related to this Second Amendment, prior to the date of any such termination.
8. Relationship of Parties. The Parties each intend and agree that the Agency and
the Developer are independent contracting entities and do not intend by this Second Amendment
to create any partnership, joint venture, or similar business arrangement, relationship or
association between them.
9. Non-liability of Officials, Employees and Agents. No elected official, employee,
representative or agent of the Agency shall be personally liable to the Developer, or any
successor in interest of the Developer, in the event of any default or breach by the Agency under
this Second Amendment or for any amount that may be or become due to the Developer or any
-3 -
successor in interest of the Developer, on any obligations under the terms or conditions of this
Second Amendment.
10. Principles of Interpretation. No inference in favor of or against any Party shall be
drawn from the fact that such Party has drafted any part of this Second Amendment. The Parties
have both participated substantially in the negotiation, drafting, and revision of this Second
Amendment, with advice from legal and other counsel and advisers of their own selection.
11. Governing Law. The laws of the State of California shall govern the
interpretation and enforcement of this Second Amendment, without application of conflicts of
laws principles.
12. Binding on Successors and Assigns. This Second Amendment shall be binding
upon and inure to the benefit of the Parties and their respective legal representatives, successors
and assigns.
13. No Other Representations or Warranties. Except as expressly set forth in this
Second Amendment, no Party makes any representation or warranty material to this Second
Amendment to any other Party.
14. No Waiver. Failure to insist on any one occasion upon strict compliance with any
term, covenant, condition, restriction or agreement contained in this Second Amendment shall
not be deemed a waiver of such term, covenant, condition, restriction or agreement, nor shall any
waiver or relinquishment of any rights or powers under this Second Amendment, at any one time
or more times, be deemed a waiver or relinquishment of such right or power at any other time or
times.
- 4-
SIGNATURE PAGE
TO
SECOND AMENDMENT
TO
DISPOSITION AND DEVELOPMENT AGREEMENT
(TARGET PROJECT)
The Agency and the.Developer have signed this Second Amendment, by and through the
signatures of their authorized representatives, as follows:
AGENCY: DEVELOPER:
AZUSA REDEVELOPMENT AGENCY, a TARGET CORPORATION,
public body, corporate and politic a Minnesota corporation
Executive Director By:
Name:
Its:
Attest:
Agency Secretary
Approved as to form:
Best Best & Krieger LLP
Agency Counsel
SECOND AMENDMENT
TO
DISPOSITION AND DEVELOPMENT AGREEMENT
(TARGET PROJECT)
ATTACHMENT 1
REVISED SCHEDULE OF PERFORMANCE
A. Days shall be calendar days, unless otherwise specified.
B. Where the action/task is to be performed by the City,the Agency shall exercise its
reasonable efforts to obtain performance by the City.
C. All specific dates set forth in parentheses in this schedule are estimates only and
not binding on the Parties.
D. In the event of any conflict between this schedule and the Agreement, the terms
and provisions of the Agreement shall control.
E. All defined terms indicated by initial capitalization used in this schedule shall
have the meanings ascribed to the same terms in the Agreement.
EVENT TIME
Developer signs DDA Before Agency consideration
Agency signs DDA Within 10 days of approval by
Agency
Developer obtains CEC Commitment No later than October 16, 2009
Escrow Opening Date Within 5 business days of Developer's
receipt of CEC Commitment
Due Diligence Period 45 days following the Escrow Opening
Date
Escrow Closing Date The earlier of(1) 30 business days
following the Escrow Holder's receipt
of written confirmation from
Developer and Agency of satisfaction
or waiver of all conditions precedent
to Close of Escrow or(2) 60 days from
the Escrow Opening Date
Developer obtains building permit for Within 210 days of the Escrow
Improvements Closing Date.
EVENT TIME
Within five months of receipt of
Developer commences construction of building permit for Improvements.
Improvements
Developer shall provide Agency with
quarterly reports to advise Agency of
construction progress
Developer obtains certificate of Within one year of commencement of
occupancy for Improvements construction of Improvements.
("Occupancy Date")
Grand Opening to Public ("Final Within 25 days after Occupancy Date.
Occupancy Date")
Agency issues Certificate of Upon request of Developer pursuant to
Completion Section 4.8 of the DDA
F114 /
U
*q * ..
zus�,I
AGENCY AGENDA ITEM
TO: HONORABLE CHAIRPERSON AND AGENCY BOARD
FROM: KURT CHRISTIANSEN, DIRECTOR OF ECONOMIC AND COMMUNITY
DEVELOPMENT
VIA: F.M. DELACH, EXECUTIVE DIRECTOR?f A
•
DATE: DECEMBER 21, 2009
SUBJECT: SECOND EXCLUSIVE NEGOTIATION AGREEMENT BETWEEN THE
REDEVELOPMENT AGENCY OF THE CITY OF AZUSA AND LEWIS
INVESTMENT COMPANY, LLC FOR THE DOWNTOWN NORTH
REDEVELOPMENT PROJECT
RECOMMENDATION
It is recommended that the Agency Board adopt the Resolution and authorize the Executive
Director to enter into a Second Exclusive Negotiation Agreement with Lewis Investment
Company, LLC for the development of the Downtown North Redevelopment Project.
BACKGROUND
On February 17, 2009 the Redevelopment Agency of the City of Azusa ("Agency") entered into
an Exclusive Negotiation Agreement ("ENA") with Lewis Investment Company, LLC ("Lewis"
or "Developer") for the development of a master planned civic and transit center oriented
development entitled "Downtown North." The proposed Downtown North Project is generally
bounded by Azusa Avenue on the west, 9th Street on the north, Dalton Avenue on the east, and
the Metropolitan Transit Authority right-of-way on the south("Site").
The ENA proposed that the Agency and the Developer negotiate diligently and in good faith
towards the goal of producing a mutually acceptable DDA. Section 3 of the ENA provided for a
term of one hundred and twenty (120) days following the effective date, which could be
extended upon the mutual agreement of the Agency Executive Director and the Developer for
two (2) additional thirty (30) day periods. The Developer fulfilled the requirements in the ENA
for extending the terms and an additional 60 days was granted by the Executive Director on or
about June 18,2009.
The ENA also provided that, following the initial 120-day period and the two 30-day extensions,
the Developer may receive an additional 60-day extension if certain other milestones were
reached. However, such an extension could only be granted by the Agency Board.
On September 8, 2009, the Agency Board approved the First Amendment to the ENA with
Lewis Investment Company, LLC for a term equal to 180 days. The Amendment also authorized
the Executive Director to administratively grant up to two 90-day extensions.
During the course of negotiations, the Developer has advised staff of several issues associated
with market conditions, the scope of the project, and the assemblage of property which could
affect the terms of an eventual Disposition and Development Agreement ("DDA"). Of particular
note was the timing of the Developer's requirement to acquire site control over certain privately-
held parcels in the project area (i.e., executed purchase and sale agreements between the
developer and the property owners).
Although the Agency approved the First Amendment, the Developer continued to express
concerns that its provisions did not adequately address the risk associated with acquiring control
over privately-held property in the absence of a final DDA. Consequently, the Developer did not
execute the approved First Amendment and the original ENA expired. At this point in the
process, both Agency staff and Lewis Investment Company, LLC have determined that in light
of the Developer's desire to proceed with the project, it is necessary to enter into a Second ENA.
The Objective: To establish a specific, limited period of time to negotiate regarding a future
agreement between the Agency and the Developer governing the potential sale of the property
from the Agency to the developer and the potential redevelopment of the project on the property
by the developer.
SECOND EXCLUSIVE NEGOTIATION AGREEMENT
While staff continues to be satisfied with the progress of discussions to date, the complexities
associated with current market conditions, the changes in potential scope of the project, and
various changes to the proposed structure of the DDA, have resulted in a process that is taking
longer than expected. In light of the fact that the original ENA has now expired and the First
Amendment that was approved by the Agency was not fully executed, staff now believes it is
appropriate to proceed with a new agreement.
The attached Second ENA would supersede the original ENA and the First Amendment and
provide for a new term equal to 90 days effective on December 21, 2009. This initial 90-day
term may be extended for an additional 90 days if certain milestones contained in the ENA are
achieved. In addition, the ENA will automatically extend for 120 additional days if it is
determined that an Environmental Impact report is required. In exchange for approving this
Second Amendment, the Developer will be required to proceed diligently and in good faith to
develop and present to the Agency staff the deliverables identified in Exhibit C of the proposed
Second ENA.
The O'Bryant property is the only acquisition that will close escrow prior to the 90-day ENA
period. The Second ENA only provides for the acquisition of the O'Bryant property. If the
Developer fails to meet the milestones outlined in the Second ENA, the Agency will acquire the
O'Bryant property. If the Developer meets the milestones delineated in the ENA and received a
90-day extension by the City Council, Agency staff is proposing to include language in the ENA
Amendment that will allow the Agency to acquire the remainder of the properties should the
DDA not get executed. It was originally envisioned that negotiations for a DDA would be
completed prior to the Developer having to close escrow on the properties that it has gained site
control over. However, because of the additional time that has been required, the Developer now
finds itself in a position of having to close escrow on a number of these properties or cancel the
deals. Rather than losing the opportunity to acquire these necessary parcels and starting the
process over, the second ENA requires the Agency to either pay the developer for the properties
it has closed escrow on or assume the purchase and sale agreements for pending sales if a final
DDA cannot be negotiated within the new timeframe.
FISCAL IMPACT
All expenses incurred by the Developer during the term of this Second ENA for consultants and
other professional planning/engineering services retained by the Developer will be the sole
responsibility of the Developer. The Developer is also responsible for paying all costs for the
City/Agency to process any CEQA documentation.
If the Agency and the Developer are unable to negotiate a DDA within the timeframes contained
in the Second ENA, the Agency will be required to pay the Developer for the properties it has
closed escrow on and assume any outstanding purchase and sale agreements the Developer has
entered into. The final amount to be paid would be based on a combination of each parcel's
appraised value, the Developer's acquisition costs, and any assemblage premiums that the larger
site would warrant. It is estimated that the total Agency obligation under this scenario would be
approximately $3.1 million.
The extent of other financial terms and conditions of the Downtown North project will be
determined as part of the DDA negotiations process.
Attachments
1. Second Exclusive Negotiation Agreement
2. Resolution
' V
RESOLUTION NO.
A RESOLUTION OF THE GOVERNING BOARD OF THE
REDEVELOPMENT AGENCY OF THE CITY OF AZUSA,
CALIFORNIA, RESCINDING THE APPROVAL OF THE
FIRST AMENDMENT TO THE EXCLUSIVE
NEGOTIATION AGREEMENT BETWEEN THE AGENCY
AND LEWIS DEVELOPMENT AND APPROVING A
SECOND EXCLUSIVE NEGOTIATION AGREEMENT
BETWEEN THE SAME PARTIES
WHEREAS, pursuant to the California Community Redevelopment Law (Health &
Safety Code Sections 33000, et seq.) ("CRL"), the City Council of the City of Azusa ("City")
("City Council") 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 Board approved an Exclusive Negotiation Agreement ("Original
Agreement") by and between the Agency and Lewis Development ("Developer") on February
17, 2009;
WHEREAS, that Original Agreement expired on August 16, 2009; and
WHEREAS,the Board approved that certain First Amendment to the Original Agreement
("First Amendment") on September 8, 2009 which was intended to, among other things,
extended the time for performance by Developer and provide Agency with a first right of refusal
to acquire certain parcels from Developer; and
WHEREAS, Developer never executed that First Amendment and now the Agency
wishes to rescind its approval thereof; and
WHEREAS, although there has been no legally binding agreement between the Agency
and Developer as it relates to the project proposed in the Original Agreement or the acquisition
of properties, the Agency has continued to negotiate with Developer regarding the terms of a
second negotiation agreement; and
WHEREAS, Agency and Developer have come to terms regarding the Second Exclusive
Negotiation Agreement which is on file at the City's Redevelopment Department.
ORANGE\EHULL\63688.1 1
1
NOW, THEREFORE, BE IT RESOLVED by the Governing Board of the
Redevelopment Agency of the City of Azusa as follows:
Section 1. The Board hereby rescinds its approval of the First Amendment to the
Original Agreement, dated September 8, 2009.
Section 2. The Board hereby approves the Second Exclusive Negotiation Agreement,
attached hereto and incorporated herein by reference, together with non-substantive changes and
amendments as may be approved by the Executive Director and the Agency Attorney.
Section 3. The Board hereby authorizes and directs the Executive Director and the
Agency Attorney to take any action and execute any documents necessary to implement the
Second Excusive Negotiation Agreement.
Section 4. 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 21st day of December, 2009.
Chairman of the Redevelopment Agency of the City
of Azusa
ATTEST:
Redevelopment Secretary
I HEREBY CERTIFY that the foregoing resolution was duly adopted by the
Redevelopment Agency of the City of Azusa at a regular meeting held on the 21St day of
December, 2009.
AYES:
NOES:
ABSTAIN:
ABSENT:
Redevelopment Secretary
ORANGE\EHULL\63688.1 2
REDEVELOPMENT AGENCY OF THE CITY OF AZUSA
SECOND EXCLUSIVE NEGOTIATION AGREEMENT
(LEWIS RETAIL)
THIS SECOND EXCLUSIVE NEGOTIATION AGREEMENT ("Agreement") is dated as of
, 2009, for reference purposes only, and is entered into by and between the Redevelopment Agency
of the City of Azusa, a public body corporate and politic ("Agency"), existing and acting pursuant to the
California Community Redevelopment Law (Health and Safety Code Sections 33000, et seq.) ("CRL"),
and Lewis Investment Company, LLC, a California limited liability company("Developer"),to provide a
specified period of time to attempt to negotiate a disposition and development agreement. The Agency
and the Developer are sometimes referred to in this Agreement individually, as a "Party" and,
collectively, as the "Parties." This Agreement is entered into by the Parties with reference to the
following recited facts(each,a"Recital"):
RECITALS
A. The City of Azusa, California ("City"), approved and adopted the redevelopment plan
("Redevelopment Plan") for the redevelopment project area known as the "Downtown North
Redevelopment Project Area"covering a certain geographic area within the City("Project Area"); and
B. The Agency has adopted owner participation rules ("OP Rules") for the Redevelopment
Plan pursuant to Health and Safety Code Sections 33339, 33345 and 33380 and an implementation plan
("Implementation Plan")for the Redevelopment Plan pursuant to Health and Safety Code Section 33490
or 33352 and will comply therewith as applicable; and
C. The Developer is in discussions with the Agency for the purpose of acquiring certain real
property located within the Downtown North Project, generally bounded by Azusa Avenue on the west,
9th Street on the north, Dalton Avenue on the east,and the Metropolitan Transit Authority right-of-way on
the south, and graphically depicted on Exhibit "A" attached to and incorporated into this Agreement by
this reference("Property"); and
D. The Developer has proposed the redevelopment of the Property as an urban retail project
("Project"),but the Project is still in the conceptual stage and subject to change and modification; and
E. The Agency presently owns a portion of the Property as depicted on Exhibit "B"
("Agency Parcels"). The Developer presently owns or has under contract a portion of the Property as
depicted on Exhibit "B" ("Developer Parcels"). The Developer will use its commercially reasonable
efforts to acquire the balance of the Property,which are owned by private persons and entities, and submit
signed purchase and sale agreements to the Agency as evidence of site control of the Property. Evidence
of site control will be demonstrated by Developer's submittal of documentation that portions of the
Property are currently in escrow("Site Control"). •
F. The Agency and the Developer previously entered into that certain "Exclusive
Negotiation Agreement (Lewis Retail)" ("Original Agreement") reference dated as of February 16,
2009.
G. The Parties agree that the "Effective Date" of the Original Agreement occurred on
1
ORANGE\EHULL\62831.9
February 16,2009, and,that the two administrative extensions of the Term as provided in Section 3 of the
Original Agreement have been granted. Accordingly, the Negotiation Period as defined in the Original
Agreement expired in August, 2009. The Parties agreed that additional time was necessary to fully study
the feasibility of the proposed Project and to negotiate the Disposition and Development Agreement
described in the Original Agreement. Accordingly, the Parties negotiated an extension of the Original
Agreement.
H. During those negotiations there were changes in market conditions,the potential scope of
the development, and the proposed structure of the transactions. The Parties have determined that in light
of their desire to proceed with the project it is appropriate to enter into this Second Agreement.
I. The intent of both the Agency and the Developer in entering into this Agreement is to
establish a specific, limited period of time to negotiate regarding a future agreement between them
governing the potential sale of the Property from the Agency to the Developer and the potential
redevelopment of the Project on the Property by the Developer, all subject to mutually agreeable terms,
conditions, covenants, restrictions and agreements to be negotiated and documented in the future (this
future disposition and development agreement is referred to in this Agreement as a"DDA").
NOW, THEREFORE, IN VIEW OF THE GOALS AND OBJECTIVES OF THE AGENCY
RELATING TO THE IMPLEMENTATION OF THE REDEVELOPMENT PLAN AND THE
PROMISES OF THE AGENCY AND THE DEVELOPER SET FORTH IN THIS AGREEMENT, THE
AGENCY AND THE DEVELOPER AGREE,AS FOLLOWS:
1. Incorporation of Recitals. The Recitals of fact set forth above are true and correct and
are incorporated into this Agreement,in their entirety,by this reference.
2. Affirmation Regarding Absence of Defaults. Each Party hereby represents and
warrants to the other Party that, as of the Effective Date of this Agreement, the non-representing Party is
not in material uncured default of the Original Agreement and that the Original Agreement has expired,is
no longer of any force and effect,and neither party has any liability to the other as result thereof or related
thereto. Each Party understands that the foregoing representation and warranty constitutes material
consideration to the other Party for the other Party's entry into this Agreement.
3. Deposits. Developer has previously deposited Fifteen Thousand Dollars ($15,000) as the
Original Agreement deposit ("Initial Deposit"). As of the date hereof, ($ ) of the
Initial Deposit remains on deposit with the Agency which the Agency will continue to draw against to
process the proposed Project and to ensure that the Developer will proceed diligently and in good faith to
fulfill its obligations under this Agreement during the "Negotiation Period" (as defined in Section 4(a)),
as part of the consideration for the Agency's agreement not to negotiate with other"Persons" during the
Negotiation Period, and to defray certain costs of the Agency in pursuing the contemplated negotiations
with the Developer during the Negotiation Period, pursuant to this Agreement. The Initial Deposit has
been fully earned by the Agency and shall be non-refundable to the Developer absent a default under this
Agreement by the Agency. For purposes of this Agreement,the term"Person(s)"means any one or more
individuals, partnerships (whether general or limited), limited liability companies, trusts, estates,
associations, corporations,or any other entities recognized by law or custom.
4. Term of Agreement.
(a) The rights and duties of the Agency and the Developer established by this
Agreement shall commence on the first date on which all of the following have occurred (the "Effective
2
ORANGE\EHULL\62831.9
Date"): (1) execution of this Agreement by the authorized representative(s) of the Developer and
delivery of such executed Agreement to the Agency, (2) payment of the Initial Deposit to the Agency by
the Developer, in accordance with Section 3, and (3) approval of this Agreement by the Agency
governing body and execution of this Agreement by the authorized representative(s) of the Agency and
delivery of such executed Agreement to the Developer. The Agency shall deliver a fully executed
counterpart original of this Agreement to the Developer, within ten (10) calendar days following the
Agency governing body's approval of this Agreement, if approved, and the execution of this Agreement
by the authorized representative(s) of the Agency. This Agreement shall continue in effect for the period
from the Effective Date until February 26, 2010("Negotiation Period").
(b) The Negotiation Period may be extended upon the receipt of written request for
such extension from Developer and approval by the Agency Board. The Developer shall be eligible for a
ninety(90) day extension of the Negotiation Period only if Developer(1)provides, in writing prior to the
expiration of the Negotiation Period, an agreement from a supermarket retailer such as Stater Bros.,
Ralphs Grocery Company, or other supermarket retailer, with at least 40 stores in Los Angeles, San
Bernardino, and Riverside Counties (a "Supermarket") containing a binding commitment from the
Supermarket to commence and complete construction of a retail supermarket store with an
anticipated opening date of no later than December 31, 2011 ("Commitment Letter") and
(2) submits all documents set forth in Section 5 below. The Negotiation Period shall be extended for a
period of one hundred twenty (120) days in the event Developer and Agency together determine an
Environmental Impact Report will need to be prepared to comply with the requirements of the California
Environmental Quality Act.
(c) This Agreement shall automatically expire and be of no further force or effect at
the end of the Negotiation Period, as may be extended herein, unless, prior to that time, both the Agency
and the Developer approve and execute a separate DDA acceptable to both the Agency and the
Developer, in their respective sole and absolute discretion, in which case this Agreement will terminate
on the effective date of such DDA.
5. Preparation and Presentation of Documents by Developer. The Developer shall
prepare and present to Agency staff and, subsequently, to the Agency governing body, if so requested by
Agency staff, for review, pursuant to the schedule set forth in Exhibit"C", all of the following:
(a) A minimum of 2 site plan alternatives
(b) Following agreement regarding a preferred alternative by the Agency and
Developer, a proposed complete conceptual development plan for the Project on the Property that
describes and depicts: (1) the location and placement of proposed buildings and (2) the architecture and
elevations of the proposed buildings
(c) Proposed zoning change or changes to the City's General Plan, if any, necessary
to accommodate the Project on the Property;
(d) A list of potential users or tenants and anticipated lease rates and/or resale land
prices for the Property, to be considered as part of the Project and a copy of the Commitment Letter as
provide for in Section 4(b)above.
(e) A proposed time schedule, including demolition and construction phasing, and
cost estimates for the development of the Project on the Property;
3
ORANGE\EHULL\62831.9
(f) A proposed financing plan identifying financing sources for all private and public
improvements proposed for the Project; and
(g) A preliminary financial analysis demonstrating the costs and benefits to the City
and the Agency regarding all construction, maintenance and operations of all proposed public
improvements, the costs of additional or increased levels of public services and any new public revenues
anticipated to be generated by the Project agreed to by the Parties.
6. Negotiation of DDA. During the Negotiation Period, the Agency and the Developer
shall act diligently and in good faith to negotiate a DDA between them. The Agency and the Developer
shall generally cooperate with each other and supply such documents and information as may be
reasonably requested by the other to facilitate the conduct of the negotiations. Both the Agency and the
Developer shall exercise reasonable efforts to complete discussions relating to the terms and conditions of
a DDA and such other matters, as may be mutually acceptable to both the Agency and the Developer, in
their respective sole and absolute discretion. The exact terms and conditions of a DDA, if any, shall be
determined during the course of these negotiations and shall include the Developer's purchase of the
Agency Parcels at a price to be determined prior to entering into the DDA.. Nothing in this Agreement
shall be interpreted or construed to be a representation or agreement by either the Agency or the
Developer that a mutually acceptable DDA will be produced from negotiations under this Agreement.
Nothing in this Agreement shall impose any obligation on either Party to agree to a definitive DDA in the
future. Nothing in this Agreement shall be interpreted or construed to be a guaranty, warranty or
representation that any proposed DDA that may be negotiated by Agency staff and the Developer will be
approved by the Agency governing body. The Developer acknowledges and agrees that the Agency's
consideration of any DDA is subject to the sole and absolute discretion of the Agency governing body
and all legally required public hearings, public meetings, notices, factual findings and other
determinations required by law.
7. Restrictions Against Change in Ownership, Management and Control of Developer
and Assignment of Agreement.
(a) The qualifications and identity of the Developer and its principals are of
particular concern to the Agency. It is because of these qualifications and identity that the Agency has
entered into this Agreement with the Developer. During the Negotiation Period, no voluntary or
involuntary successor-in-interest of the Developer shall acquire any rights or powers under this
Agreement, except as provided in Section 7(c).
(b) The Developer shall promptly notify the Agency in writing of any and all
changes whatsoever in the "Control" (as defined in Section 6(c)) of the Developer. Upon the occurrence
of any significant or material change, whether voluntary or involuntary, in the Control of the Developer
(other than such changes occasioned by the death or incapacity of any individual) that has not been
approved by the Agency, prior to the time of such change, the Agency may terminate this Agreement,
without liability to the Developer or any other Person, by sending written notice of termination to the
Developer,referencing this Section 7(b).
(c) Except as provided in this Section 6, the Developer may not assign its rights
under this Agreement without the prior express written consent of the Agency, which consent shall not be
unreasonably withheld, limited, conditioned, or delayed. No such consent shall be required if the
Developer assigns its rights under this Agreement to a subsidiary limited liability company in which the
Developer holds more than fifty percent (50%) of the voting interest ("Control"). "Control" means
possession, directly or indirectly, of the power to direct or cause the direction of the management and
4
ORANGE\EHULL\62831.9
policies of an entity, whether by ownership of equity interests, by contract, or otherwise. Upon any
permitted assignment by the Developer, the Developer and its assignee shall execute and deliver to the
Agency such documentation as the Agency may reasonably require to reflect such assignment and the
assignee's assumption of the Developer's obligations under this Agreement, and upon the execution and
delivery of such documentation, such assignee shall thereafter be deemed the "Developer" under this
Agreement for all purposes. Notwithstanding the foregoing, the Developer shall remain jointly and
severally liable for all promises, agreements and obligations arising hereunder.
8. Developer Obligations to Review Draft Agreements, Attend Meetings, and Provide •
Information to Agency.
(a) During the Negotiation Period, the Developer shall diligently review and
comment on drafts of a DDA prepared by the Agency's legal counsel and, if the terms and conditions of
such a DDA are fully agreed upon between Agency staff and the Developer, submit the DDA executed by
the authorized representative(s) of the Developer to the Agency Executive Director for submission to the
Agency governing body for review and approval or disapproval. Any future DDA shall consist of terms
and conditions acceptable to both the Developer and the Agency governing body, in their respective sole
and absolute discretion.
(b) During the Negotiation Period, the Developer shall also keep Agency staff
advised on the progress of the Developer in performing its obligations under this Agreement, on a regular
basis or as reasonably requested by Agency staff, including, without limitation,having one or more of the
Developer's employees or consultants who are knowledgeable regarding this Agreement, the design and
planning of the Project and the progress of negotiation of a DDA, such that such Person(s) can
meaningfully respond to Agency and/or Agency staff questions regarding the progress of the design and
planning of the Project or the negotiation of a DDA, attend both: (1) meetings every other week with
Agency staff, as reasonably scheduled by Agency staff during the Negotiation Period (each, a
"Meeting"), and (2) meetings of the Agency governing body, when reasonably requested to do so by
Agency staff.
(c) Developer shall provide, in a timely manner, to Agency all reports,
investigations, analysis and information related to, associated with or resulting from the acquisition of the
Lewis Parcels (defined below).
9. Developer to Pay All Costs and Expenses. All fees or expenses of appraisers,brokers,
engineers, architects, financial consultants, legal,planning or other consultants or contractors, retained by
the Developer for any appraisal, study, analysis, evaluation, report, schedule, estimate, environmental
review, planning and/or design activities, drawings, specifications or other activity or matter relating to
the Property or the Project or negotiation of a DDA that may be undertaken by the Developer during the
Negotiation Period, pursuant to or in reliance upon this Agreement or in the Developer's discretion,
regarding any matter relating to a DDA,the Property or the Project, shall be the sole responsibility of and
undertaken at the sole cost and expense of the Developer and no such activity or matter shall be deemed
to be undertaken for the benefit of, at the expense of or in reliance upon the Agency. The Developer shall
also pay all fees, charges and costs, make all deposits and provide all bonds or other security associated
with the submission to and processing by the City and/or the Agency of any and all applications and other
documents and information to be submitted to the City and/or the Agency by the Developer pursuant to
this Agreement or otherwise associated with the Project. The Agency shall not be obligated to pay or
reimburse any expenses, fees, charges or costs incurred by the Developer in pursuit of any study, analysis,
evaluation, report, schedule, estimate, environmental review, planning and/or design activities, drawings,
specifications or other activity or matter relating to the Property or the Project or negotiation of a DDA
5
ORANGE\EHULL\62831.9
that may be undertaken by the Developer during the Negotiation Period,whether or not this Agreement is,
eventually, terminated or extended or a DDA is entered into between the Agency and the Developer, in
the future.
10. Agency Not To Negotiate With Others.
(a) During the Negotiation Period, the Agency and Agency staff shall not negotiate
with any other Person regarding the sale or redevelopment of the Property. The term"negotiate,"as used
in this Agreement, means and refers to engaging in any discussions with a Person other than the
Developer, regardless of how initiated, with respect to that Person's redevelopment of the Property to the
total or partial exclusion of the Developer from redeveloping the Property, without the Developer's prior
express written consent, subject to the provisions of Section 10(b) and further provided that the Agency
may receive and retain unsolicited offers regarding redevelopment of the Property, but the Agency shall
neither negotiate with the proponent of any such offer during the Negotiation Period nor solicit any such
non-Developer offers during the Negotiation Period; provided, however, that the Agency may discuss the
fact that the Agency is a party to this Agreement.
(b) Implementation of the Redevelopment Plan shall be and remain in the sole and
exclusive purview and discretion of the Agency. Nothing in this Agreement shall limit, prevent, restrict
or inhibit the Agency from providing any information in its possession or control that would customarily
be furnished to Persons requesting information from the Agency concerning the Agency's activities,
goals, matters of a similar nature relating to implementation of the Redevelopment Plan or as required by
law to be disclosed,upon request or otherwise.
(c) The Developer acknowledges and agrees that the Agency has certain obligations
pursuant to CRL, the Redevelopment Plan, the Implementation Plan and the OP Rules to solicit and
consider proposals from owners of real property located within the Project Area for redevelopment of
their real property and that nothing in this Agreement shall limit the Agency's solicitation or
consideration of such proposals, including, without limitation, proposals for redevelopment of all or any
portion of the Property from an owner or owners or real property comprising the Property, but only to the
extent required by CRL or the Agency's Redevelopment Plan and related documents. Agency has
extended all such required Owner Participation Rights prior to the execution of this Agreement.
11. Acknowledgments and Reservations.
(a) The Agency and the Developer agree that, if this Agreement expires or is
terminated for any reason, or a future DDA is not approved and executed by both the Agency and the
Developer, for any reason, then, except as provided in Section 12 below, neither the Agency nor the
Developer shall be under any obligation, nor have any liability to each other or any other Person
regarding the sale or other disposition of the Property or the redevelopment of the Project or the Property.
(b) The Developer acknowledges and agrees that no provision of this Agreement
shall be deemed to be an offer by the Agency, nor an acceptance by the Agency of any offer or proposal
from the Developer for the Agency to convey any estate or interest in the Property to the Developer or for
the Agency to provide any financial or other assistance to the Developer for redevelopment of the Project
or the Property.
(c) The Developer acknowledges and agrees that the Developer has not acquired,nor
will acquire, by virtue of the terms of this Agreement, any legal or equitable interest in real or personal
property from the Agency.
6
ORANGE\EHULL\62831.9
(d) Certain development standards and design controls for the Project may be
established between the Developer and the Agency, but it is understood and agreed between the Agency
and the Developer that the Project and the redevelopment of the Property must conform to all Agency,
City and other applicable governmental development, land use and architectural regulations and
standards. Drawings, plans and specifications for the Project shall be subject to the approval of the
Agency and the City, through the standard development application process for redevelopment projects
within the Project Area. Nothing in this Agreement shall be considered approval of any plans or
specifications for the Project or of the Project itself by either the Agency or the City.
(e) The Agency reserves the right to reasonably obtain further information, data and
commitments to ascertain the ability and capacity of the Developer to lease, develop and operate the
Property and/or the Project. The Developer acknowledges that it may be requested to make certain
financial disclosures to the Agency, its staff, legal counsel or other consultants,as part of the financial due
diligence investigations of the Agency relating to the potential sale of the Property and redevelopment of
the Project on the Property by the Developer and that any such disclosures may become public records.
The Agency shall maintain the confidentiality of financial information of the Developer to the extent
allowed by law, as determined by the City Attorney.
(f) Except as provided in Section 12 below, the Agency shall not be deemed
to be a Party to any agreement for the acquisition of, lease of or disposition of real or personal
property, the provision of financial assistance to the Developer or development of the Project on
the Property or elsewhere, until the terms and conditions of a complete future DDA are
considered and approved by both the City Council and the Agency governing body, in their
respective sole and absolute discretion, following the conclusion of one or more duly noticed
public hearings, as required by law. The Developer expressly acknowledges and agrees that the
Agency will not be bound by any statement, promise or representation made by Agency staff or
representatives during the course of negotiations of a future DDA and that the Agency shall only
be legally bound upon the approval of a complete DDA by both the City Council and the Agency
governing body, in their respective sole and absolute discretion, following one or more duly
noticed public hearings, as required by law.
12. Agency to Acquire Developer Property.
(a) Developer has attempted to acquire the Developer Parcels, including the
"O'Bryant Parcels," more particularly described on Exhibit "D" attached to and made a part of this
Agreement. During the Negotiation Period, Developer is anticipated to close escrow on and acquire fee
title to the O'Bryant Parcels. Provided Developer has obtained fee title to the O'Bryant Parcels free and
clear of all liens, taxes, assessments, leases, easements, and encumbrances, except those listed on Exhibit
"E" attached to and made a part of this Agreement, prior to the expiration of the Negotiation Period (the
"Expiration Date"), the Agency hereby agrees that upon the Expiration Date without the execution by
the Parties of a DDA, the Agency shall purchase from Developer or an affiliate of Developer the
O'Bryant Parcels ("Agency Acquisition"). The Agency Acquisition shall close no later than ninety (90)
days after the Expiration Date; provided, however, that, in the event the "Appraisal" (as defined in
Section 12(d)) has not been completed by the end of such ninety (90)-day period, this period shall
automatically be extended until sixty (60) days after the Agency's receipt of the Appraisal. Developer
shall provide documentation to accomplish the Agency's Acquisition consistent with other provisions of
this Section 12, and subject to the Agency's approval, not to be unreasonably withheld, conditioned, or
delayed.
7
ORANGE\EHULL\62831.9
(b) The Parties acknowledge and agree that Developer is under contract to acquire
the O'Bryant Parcels (the "O'Bryant Purchase and Sale Contract") as the result of successful arms-
length negotiations between Developer and the current owners of the O'Bryant Parcels. The acquisition
price negotiated by Developer is not less than the fair market value of the O'Bryant Parcels and is
anticipated by Developer to be the full and complete sum of all costs for the acquisition of fee title. After
Developer executes this Agreement and through the end of the Negotiation Period, Developer shall not
amend, modify, or supplement the O'Bryant Purchase and Sale Contract without the prior written consent
of the Agency, such consent not to be unreasonably withheld, conditioned, or delayed. Developer shall
not encumber the O'Bryant Parcels without the prior written consent of the Agency, such consent not to
be unreasonably withheld, conditioned, or delayed.
(c) The Agency shall pay to Developer the total purchase price paid by Developer to
the owners of the O'Bryant Parcel and all related costs actually paid by Developer as evidenced by the
escrow closing statements issued by the escrow company pursuant to the O'Bryant Purchase and Sale
Contract at the time of Developer's acquisition of the O'Bryant Parcels.
(d) The Agency's obligation to acquire the O'Bryant Parcels is conditioned
solely upon the following (1) the failure of the Parties to enter into a DDA on or before the
Expiration Date; and (2) the submittal by Developer and approval by Agency, not to be
unreasonably withheld, conditioned, or delayed, of an appraisal (the "Appraisal") prepared by
an MAI appraiser with at least ten (10) years of experience in residential appraisals in the County
of Los Angeles and surrounding communities certifying that the fair market value of the
O'Bryant Parcels, taking into account all of the circumstances of the O'Bryant Purchase and Sale
Contract (including, without limitation, any appropriate assemblage premium and the fact that
the sellers under the O'Bryant Purchase and Sale Contract may not have been "willing sellers"
within the accepted definition of"fair market value").
(e) Developer and Agency shall split all fees, costs, and charges associated
with the acquisition of the O'Bryant Parcels by the Agency pursuant to this Section 12.
13. Nondiscrimination. The Developer shall not discriminate against nor segregate any
person, or group of persons on account of race, color, creed, religion, sex, marital status, handicap,
national origin or ancestry in undertaking its obligations under this Agreement.
14. Limitation on Damages and Remedies.
(a) THE DEVELOPER AND THE AGENCY ACKNOWLEDGE THAT IT IS
EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN THE AMOUNT OF DAMAGES
THAT WOULD BE SUFFERED BY THE DEVELOPER UPON THE BREACH OF THIS
AGREEMENT BY THE AGENCY. HAVING MADE DILIGENT BUT UNSUCCESSFUL
ATTEMPTS TO ASCERTAIN THE ACTUAL DAMAGES THE DEVELOPER WOULD SUFFER
UPON THE BREACH OF THIS AGREEMENT BY THE AGENCY, THE DEVELOPER AND THE
AGENCY AGREE THAT A REASONABLE ESTIMATE OF THE DEVELOPER'S DAMAGES IN
SUCH EVENT IS TEN THOUSAND DOLLARS ($10,000) AND THE RETURN OF THE
DEVELOPER'S INITIAL DEPOSIT (COLLECTIVELY, "LIQUIDATED DAMAGES AMOUNT").
THEREFORE, UPON THE BREACH OF THIS AGREEMENT BY THE AGENCY, THE AGENCY
SHALL PAY THE LIQUIDATED DAMAGES AMOUNT TO THE DEVELOPER AND THIS
AGREEMENT SHALL TERMINATE. RECEIPT OF THE LIQUIDATED DAMAGES AMOUNT
8
ORANGE\EHULL\62831.9
SHALL BE THE DEVELOPER'S SOLE AND EXCLUSIVE REMEDY ARISING FROM ANY
BREACH OF THIS AGREEMENT BY THE AGENCY.
Initials of Authorized Initials of Authorized
Representative of Agency Representative of Developer
(b) THE AGENCY AND THE DEVELOPER EACH ACKNOWLEDGE AND
AGREE THAT THE AGENCY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT, IF IT
WERE TO BE LIABLE TO THE DEVELOPER FOR ANY MONETARY DAMAGES, MONETARY
RECOVERY OR ANY REMEDY OTHER THAN TERMINATION OF THIS AGREEMENT AND
PAYMENT OF THE LIQUIDATED DAMAGES AMOUNT. ACCORDINGLY, THE AGENCY AND
THE DEVELOPER AGREE THAT THE DEVELOPER'S SOLE AND EXCLUSIVE RIGHT AND
REMEDY UPON THE BREACH OF. THIS AGREEMENT BY THE AGENCY IS TO TERMINATE
THIS AGREEMENT AND RECEIVE THE LIQUIDATED DAMAGES AMOUNT.
(c) THE DEVELOPER ACKNOWLEDGES THAT IT IS AWARE OF THE
MEANING AND LEGAL EFFECT OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH
PROVIDES:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH
THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR
HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS
OR HER SETTLEMENT WITH THE DEBTOR.
(d) CALIFORNIA CIVIL CODE SECTION 1542 NOTWITHSTANDING, IT IS
THE INTENTION OF THE DEVELOPER TO BE BOUND BY THE LIMITATION ON DAMAGES,
RECOVERY AND REMEDIES SET FORTH IN THIS SECTION 12, AND THE DEVELOPER
HEREBY RELEASES ANY AND ALL CLAIMS AGAINST THE AGENCY FOR MONETARY
DAMAGES, MONETARY RECOVERY OR OTHER LEGAL OR EQUITABLE RELIEF RELATED
TO ANY BREACH OF THIS AGREEMENT, EXCEPT RECEIPT OF THE LIQUIDATED DAMAGES
AMOUNT, WHETHER OR NOT ANY SUCH RELEASED CLAIMS WERE KNOWN OR
UNKNOWN TO THE DEVELOPER AS OF THE EFFECTIVE DATE OF THIS AGREEMENT. THE
DEVELOPER SPECIFICALLY WAIVES THE BENEFITS OF CALIFORNIA CIVIL CODE SECTION
1542 AND ALL OTHER STATUTES AND JUDICIAL DECISIONS (WHETHER STATE OR
FEDERAL) OF SIMILAR EFFECT WITH REGARD TO THE LIMITATIONS ON DAMAGES AND
REMEDIES AND WAIVERS OF ANY SUCH DAMAGES AND REMEDIES CONTAINED IN THIS
SECTION 12.
Initials of Authorized Initials of Authorized
Representative of Agency Representative of Developer
15. Default.
(a) Failure or delay by either Party to perform any material term or provision of this
Agreement shall constitute a default under this Agreement. If the Party who is claimed to be in default by
the other Party cures, corrects or remedies the alleged default within twenty-one (21) calendar days after
9
ORANGE\EHULL\62831.9
receipt of a written"Notice of Default" (as defined in Section 15(b)), such Party shall not be in default
under this Agreement. The notice and cure period provided in the immediately preceding sentence shall
not, under any circumstances, extend the Negotiation Period. If there are less than twenty-one (21) days
remaining in the Negotiation Period, the cure period allowed pursuant to this Section 15(a) shall be
automatically reduced to the number of days remaining in the Negotiation Period.
(b) The Party claiming that a default has occurred shall give written notice of default
("Notice of Default")to the Party claimed to be in default, stating, with reasonable specificity, the nature
of the alleged default and the actions necessary to cure such allege default. However, the injured Party
shall have no right to exercise any remedy for a default under this Agreement, without first delivering
such written Notice of Default.
(c) Any failure or delay by a Party in asserting any of its rights or remedies as to any
default shall not operate as a waiver of any default or of any rights or remedies associated with a default.
(d) If a default of either Party remains uncured for more than twenty-one (21)
calendar days following receipt of a written Notice of Default, a "breach" of this Agreement by the
defaulting Party shall be deemed to have occurred. In the event of a breach of this Agreement, the sole
and exclusive remedy of the Party who is not in default shall be to terminate this Agreement by serving
written notice of termination ("Notice of Termination") on the Party in breach, effective upon receipt,
and, in the case of a breach by the Agency, the Developer shall also be entitled to receive the Liquidated
Damages Amount. Upon receipt by the breaching Party of the Notice of Termination(and in the case of a
breach by the Agency, receipt by the Developer of the entire Liquidated Damages Amount),neither Party
shall have any further rights against or obligation to the other Party.
16. Compliance with Law. The Developer acknowledges that any future DDA, if approved
by the governing body of the Agency, will require the Developer (among other things) to carry out the
development of the Project in conformity with all applicable laws, including all applicable building,
planning and zoning laws,environmental laws, safety laws and federal and state labor and wage laws.
17. Press Releases. The Developer agrees to obtain the approval of the Agency Executive
Director or his or her designee or successor in function of any press releases Developer may propose
relating to the redevelopment of the Property or negotiation of a DDA with the Agency, prior to
publication.
18. Notice. All notices required under this Agreement shall be presented in person, by
nationally recognized overnight delivery service or by facsimile and confirmed by first class certified or
registered United States Mail,with return receipt requested,to the address and/or fax number for the Party
set forth in this Section 16. 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.
10
ORANGE\EI4ULL\62831.9
TO DEVELOPER: Lewis Investment Company,LLC
do Lewis Operating Corp.
1156 North Mountain Avenue
Upland, CA 91786
Attention: Mr.John M. Goodman
Facsimile: (909) 949-6700
COPY TO: Lewis Operating Corp.
1156 North Mountain Avenue
Upland, CA 91786
Attention: Kenneth P. Corhan,Esq.
Facsimile: (909) 949-6725
TO AGENCY: Redevelopment Agency of the
City of Azusa
213 East Foothill Boulevard
Azusa, California 91702
Attention: Executive Director
Facsimile: (626) 334-5464
COPY TO: Best Best&Krieger, LLP
5 Park Plaza
Irvine, California
Attention: Elizabeth Hull
Facsimile: (949)260-0972
19. Warranty Against Payment of Consideration for Agreement. The Developer
warrants that it has not paid or given, and will not pay or give, any third party any money or other
consideration for obtaining this Agreement. Third parties, for the purposes of this Section 19, shall not
include Persons to whom fees are paid for professional services, if rendered by attorneys, financial
consultants, accountants, engineers, architects and other consultants, when such fees are considered
necessary by the Developer.
20. Acceptance of Agreement by Developer. The Developer shall acknowledge its
acceptance of this Agreement by delivering to the Agency three (3) original counterpart executed copies
of this Agreement signed by the authorized representative(s)of the Developer.
21. Counterpart Originals. This Agreement may be executed by the Agency and the
Developer in multiple counterpart originals, all of which together shall constitute a single agreement.
22. No Third-Party Beneficiaries. Nothing in this Agreement is intended to benefit any
Person other than the Agency or the Developer.
23. Governing Law. The Agency and the Developer acknowledge and agree that this
Agreement was negotiated, entered into and is to be fully performed in the City of Azusa, California. The
Agency and the Developer agree that this Agreement shall be governed by, interpreted under, and
construed and enforced in accordance with the laws of the State of California,without application of such
laws' conflicts of laws principles.
11
ORANGE\EHULL\62831.9
24. Waivers. No waiver of any breach of any term or condition contained in this Agreement
shall be deemed a waiver of any preceding or succeeding breach of such term or condition,or of any other
term or condition contained in this Agreement. No extension of the time for performance of any
obligation or act, no waiver of any term or condition of this Agreement, nor any modification of this
Agreement shall be enforceable against the Agency or the Developer, unless made in writing and
executed by both the Agency and the Developer.
25. Construction. Headings at the beginning of each section and sub-section of this
Agreement are solely for the convenience of reference of the Agency and the Developer and are not a part
of this Agreement. Whenever required by the context of this Agreement, the singular shall include the
plural and the masculine shall include the feminine and vice versa. This Agreement shall not be
construed as if it had been prepared by one or the other of the Agency or the Developer, but rather as if
both the Agency and the Developer prepared this Agreement. Unless otherwise indicated, all references
to sections are to this Agreement. All exhibits referred to in this Agreement are attached to this
Agreement and incorporated into this Agreement by this reference. If the date on which the Agency or
the Developer is required to take any action pursuant to the terms of this Agreement is not a business day
of the Agency, the action shall be taken on the next succeeding business day of the Agency. The Parties
hereto acknowledge and agree that each has been given the opportunity to review this Agreement
independently with legal counsel and other professionals of each Party's own choosing, and/or has the
requisite experience and sophistication to understand, interpret, and agree to the particular language of the
provisions hereof. All words, unless otherwise specifically defined in this Agreement, shall have their
ordinary meanings as set forth in any dictionary of American English in common usage; there are no
secret or code words. Any capitalized word, term, or phrase not otherwise defined in any Exhibit shall
have the meaning assigned to it in this Agreement. The Parties have equal bargaining power, and intend
the plain meaning of the provisions herein. In the event of an ambiguity in or dispute regarding the
interpretation of same, the interpretation of this Agreement shall not be resolved by any rule of
interpretation providing for interpretation against the Party who causes the uncertainty to exist or against
the draftsman.
26. Attorneys' Fees. If either Party hereto files any action or brings any action or
proceeding against the other arising out of this Agreement, then the prevailing Party shall be entitled to
recover as an element of its costs of suit,and not as damages, its reasonable attorneys' fees as fixed by the
court, in such action or proceeding or in a separate action or proceeding brought to recover such
attorneys' fees. For the purposes hereof the words"reasonable attorneys' fees"mean and include, in the
case of such Party, salaries and expenses of the lawyers employed by such Party(allocated on an hourly
basis)who may provide legal services to such Party in connection with the representation of such Party in
any such matter.
[Signatures on Following Page]
12
ORAN GE\EHULL\62831.9
IN WITNESS WHEREOF, the Agency and the Developer have executed this Exclusive
Negotiation Agreement on the dates indicated next to each of the signatures of their authorized
representatives, as appear below.
DEVELOPER:
LEWIS INVESTMENT COMPANY, LLC,
a California limited liability company
Dated: By: LEWIS OPERATING CORP.,
a California corporation
Its Sole Manager
By:
Name:
Its:
AGENCY:
REDEVELOPMENT AGENCY OF THE
CITY OF AZUSA
Dated: By:
Name: F. M.Delach
Its: Executive Director
ATTEST:
By:
Agency Secretary
APPROVED AS TO FORM:
BEST BEST&KRIEGER,LLP
By:
Agency Counsel
LIST OF EXHIBITS:
Exhibit A- Depiction of Project Area
Exhibit B - List of Parcels
Exhibit C- Milestone Schedule
Exhibit D- Legal Description of O'Bryant Parcels
Exhibit E- O'Bryant Parcels Title Exceptions
13
ORANGE\EHULL\62831.9
EXHIBIT"A"
TO SECOND EXCLUSIVE NEGOTIATION AGREEMENT
Depiction of Project
1
t
f
E
t EMIL
I'"w�w li #f ;E��1'iB101,1113111111111
yy�6� �i I�SS'1 Ii i� a�' .,,,..,,,,,,,::,,,,,..a a
„A1�� +r iv*H:',400tlhP %1��uW�y4�'�dh�,,,�f��wi'1 gk 11 �-�"a
„. ,�; tied e n ” }'� ^4l SIM
����,,kl'�s��'' 1
_,---j,
2Q() E2t Y ^+,� _ M �'�-� ate "" 7 —'
i -, a - " 'a.• d llig 1 1 Ilm ii x .i ''' C
11 .0 u�yp Viy�4k�ay�(,p 1$uPoi li 1 4ylll�l6 r��Y"
'x `14 P_'w`!4J' kIHd� R Jk�
_ _ I HIH ST :.
fi -7..,,,,,,,,, ! r
1
f iZ4 r
j '
gl 4 J
1 , F
::______:_____j : : ! ,,
PD WLL.MVO
FE3M rMILL®LVD
3
i
, ,
Exhibit A ;:
A`
Curer:EN:, Downtown North Redevelopment Area
fhe CLi iM,.- .,7w raMp ftedbvWwn,SWICGOI T_,.. 4!nb`.':i v�..?....0*.U'...m.^'. .7,-,...,
EXHIBIT A
ORANGE\EHULL\62831.9
EXHIBIT"B" TO
SECOND EXCLUSIVE NEGOTIATION AGREEMENT
ASSESSOR PARCEL NUMBERS
Agency Parcels
8608-027-905
8608-027-906
8608-028-907
8608-025-902
8608-025-906
8608-025-903
8608-025-904
8608-025-905
8608-027-907
8608-025-016
8608-025-011
8608-025-012
8608-025-013
Developer Parcels
8608-027-005
8608-027-006
8608-027-001
8608-027-002
8608-027-003
ORANGE\EHULL\62831.9
EXHIBIT"C" TO
SECOND EXCLUSIVE NEGOTIATION AGREEMENT
MILESTONE SCHEDULE
Milestone Description Schedule
1.0 Conceptual Phase
1.1 Conceptual Site Submission of 2 site Within 30 days of
Plans alternatives Section 5(a) effective date of ENA
1.2 Approval of Approval by Agency staff Within 30 days of
Conceptual Site submission of 1.1
Plans
1.3 Design Plans Submission of site plans, Within 30 days of
architecture and building approval of 1.2
elevations Section 5(b)
1.4 Approval of Design Approval by Agency Board Within 45 days of 1.3
Plans
2.0 General Plan/Zoning Submission of applications for Within 60 days of
appropriate general plan and effective date of ENA
zone changes Section 5(c)
3.0 Tenant List/Financial Submission of project pro- Within 90 days of the
Commitment Letter and forma Sections 5(d), (f) and effective date of ENA
2011 open date from a (g)
Supermarket/Project
Finances/Pro-Forma
4.0 Project Schedule Submission of schedule Within 90 days of
Section 5(e) effective date of ENA
5.0 Dispositions and Agency submittal of draft Within 90 days of
Development DDA effective date of ENA
Agreements (subject to extension)
6.0 Redevelopment Agency submittal of draft Within 180 days of the
Agency/City Council DDA effective date of ENA
Public Hearings on
DDA
ORANGE\EHULL\62831.9
EXHIBIT"D"TO
SECOND EXCLUSIVE NEGOTIATION AGREEMENT
LEGAL DESCRIPTION OF O'BRYANT PARCELS
Real property in the City of Azusa, County of Los Angeles, State of California, described as
follows:
THAT PORTION OF LAND DESCRIBED IN CERTIFICATE OF COMPLIANCE FOR A
LOT MERGER AS EVIDENCED BY DOCUMENT RECORDED MARCH 4, 2009 AS
INSTRUMENT NO. 2009-306247 OF OFFICIAL RECORDS, BEING MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
LOTS 2 AND 3 IN BLOCK 19 IN THE CITY OF AZUSA, AS PER MAP RECORDED IN
BOOK 15, PAGE 93 TO 96 INCLUSIVE OF MAPS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.
APN: 8608-027-003 and 8608-027-002
ORANGE\EHULL\62831.9
EXHIBIT"E" TO
SECOND EXCLUSIVE NEGOTIATION AGREEMENT
O'BRYANT PARCELS TITLE EXCEPTIONS
1. General and special taxes and assessments for the fiscal year 2009-2010 to the extent they
are a lien not yet due or payable.
2. The lien of supplemental taxes, if any, assessed pursuant to Chapter 3.5 commencing
with Section 75 of the California Revenue and Taxation Code.
3. The fact that the land lies within the boundaries of The Azusa Central Business District
Redevelopment Project Area, as disclosed by the document recorded July 16, 1979 as
Instrument No. 776740 of Official Records.
4. An easement for constructing, maintaining, using as a walkway for ingress, egress and
incidental purposes,recorded June 29, 2000 as Instrument No. 00-996355 of Official
Records.
In Favor of: Rodney E. Eckis and Lucille C. Eckis and their heirs, successors
and assignees
Affects: As described therein
5. A document recorded August 19, 2008 as Instrument No. 20081490412 of Official
Records.
From: Jose M. Raygoza and Sandra G. Mateos, husband and wife as joint
tenants
To: Steven O'Bryant and Betty J. Westfall, husband and wife as joint
tenants
ORANGE\EHULL\62831.9
OF
10 *Skticcr
4,114
AZUSA
AGENCY AGENDA ITEM
TO: THE HONORABLE CHAIRPERSON AND MEMBERS OF THE AGENCY BOARD
FROM: KURT E.CHRISTIANSEI ECONOMIC AND COMMUNITY DEVELOPMENT DIRECTOR
VIA: F.M. DELACH, CITY MANAGER/EXECUTIVE DIRECTOR/0V
DATE: DECEMBER 21, 2009
SUBJECT: PURCHASE AGREEMENT FOR THE ACQUISITION OF THE REAL PROPERTY
LOCATED AT 229 S. AZUSA AVENUE (ENTERPRISE PROPERTY)
RECOMMENDATION
It is recommended that the Agency Board adopt a resolution approving the Purchase Agreement for the
acquisition of the property located 229 S. Azusa Avenue (Enterprise Property).
BACKGROUND
In order to eliminate blight in the Central Business District, the Agency Board adopted the Amended and
Restated Redevelopment Plan for the Merged Central Business District and West End Redevelopment Project
Area("Project Area"),in 2003. One vehicle for the elimination of blight is the assemblage of improved,odd-
shaped parcels into a single, larger"squared-off"parcel. Such assemblage can have the economic benefit of:
(a)eliminating any functional inefficiency or obsolescence caused by the"odd-shaped"nature of a parcel,and
(b)creating a larger parcel that can accommodate certain projects(i.e.hotel development)that smaller parcels
would be unable to accommodate due to their size.
In late August of 2009,the subject property formerly used by Enterprise Rent-A-Car for rental and servicing of
automobiles became vacant. This use is not allowed under the current zoning designation and their business
license expires in December 2009. Although the permit could have been renewed at this time, Enterprise
vacated the premises several months ago and it appears a renewal will not take place, at which time, the
property reverts to the current zone uses (commercial and residential). In early September 2009, and at the
request of the Agency Board, staff began negotiations for the acquisition of the subject property. , ��\
ENTERPRISE PROPERTY �\
c\
The property located at 229 S. Azusa Avenue ("Enterprise Property") is situated within the Redevelop eizk
Project Area,and is improved with a vacant office and car servicing facility with surface parking. The subjet
property is an"L" shaped site made up of three parcels (APNs 8614-014-056, 057 and 058)totaling 108,665
square feet, or 2.49 acres zoned for both residential and commercial uses. It is a corner site, adjacent to the
freeway off ramp, with excellent exposure and accessibility to a main thoroughfare. The site has excellent
exposure from the Foothill Freeway(Interstate 210). The property is vacant,and is owned by Lillie M.Rogers
Trustee of the Lillie M.Rogers Trust("Sellers"). Assemblage of this parcel,with additional adjoining parcels,
could produce a single parcel available for a future commercial project which could produce the"highest and
best"use of the subject site.
At the direction of the Agency Board,Marvin E. Lopata&Associates,Inc.,appraised the property on October
8,2009,and determined its fair market value to be$3,810,000. Agency staff and the property owners,Lillie M.
Rogers Trustee of the Lillie M. Rogers Trust(`Seller"),have negotiated, subject to Agency Board approval,a
purchase price of$3,300,000 (Exhibit"A": Purchase Agreement).
PURCHASE TERMS
➢ Purchase Price is $3,300,000 due at the close of escrow.
➢ Buyer shall have a 90-day due diligence period and escrow shall close within 30 days thereafter.
➢ Property is being sold in"As Is" condition subject to buyers contingencies.
➢ All parties shall cooperate with 1031 exchanges (if any) at no cost or delay to the cooperating party.
➢ Seller will provide Buyer any relevant information relating to the property currently in Sellers
possession.
➢ City shall provide Buyer with a"Condemnation Letter" language to be agreeable to all parties.
The sale is contingent upon a Planning Commission 65402 finding of conformance to the City of Azusa's
General Plan. It is anticipated that the Planning Commission will consider the matter on December 30,2009.
FISCAL IMPACT
The cost for this acquisition is approximately$3,310,000 including land acquisition,escrow costs(title report,
etc). Under the terms of the agreement, the Agency will deposit into escrow the sum of$50,000 when both
parties have executed the agreement. Within 5 business days after the 90-day due diligence period,the Agency
will deposit an additional $50,000 into to escrow. The total sum of$100,000 will be applied toward the
purchase price at the close of escrow.
The RDA lack sufficient funds to acquire the Enterprise site at this time.Therefore,it is proposed that the funds
should come in the form of a loan from the City's General Fund to the Agency. This loan is proposed as a short
term(no more than two years)interest bearing(6.5%)loan that would be evidenced in the form of a promissory
note.
The loan will be payable initially from the proceeds of selling the property to a private Developer. Any
remaining balance will be payable from tax increment. Unpaid amounts will accrue interest annually, which
will be added to principal. Any funds derived from the sale of properties acquired with these funds will first
be pledged to payment of the loan. The loan terms are summarized as follows:
LOAN PROJECT/AFFECTED INTEREST TERM BORROW REPAYMENT
AMOUNT FUND RATE FROM FUND
SOURCES
$3,310,000 Merged Project-CBD Payable City: General Tax Increment,
Capital Projects Fund 6.5% upon Funds Sales Proceeds
demand
A budget amendment reflecting this transaction is also attached for approval.
FISCAL IMPACT
Action will require a short term investment of City General and Rosedale Fund reserves in a loan to the
Redevelopment Agency. Interest shall be payable at 6.5% interest for the term of the loan.
Attachments:
"A" Purchase Agreement
"B" Resolution Approving Purchase
"C" Plot Map
"D" Resolution of Agency Requesting Loan from City
"E" Resolution of City Authorizing Loan to Agency
"F" Resolution Of City Appropriating Funds for Loan
"G" Resolution of Agency Approving Appropriation of Loan Funds for
"H" Promissory Note
RESOLUTION NO
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA APPROVING
APPROPRIATION AMENDMENTS FOR FISCAL YEAR 2009-10 PURSUANT TO SECTION
2-450 OF THE AZUSA MUNICIPAL CODE
WHEREAS, on June 1, 2009, the City Council passed Resolution No. 09-C38, adopting
the Budget and approving the appropriations for the City of Azusa for the fiscal year commencing July 1,
2007 and ending June 30, 2008; and
WHEREAS, Section 2-450 of the Azusa Municipal Code provides for the amendment of
said Budget, when required for the operation of the City of Azusa; and
WHEREAS, certain appropriation amendments are, in fact, required as summarized below:
Appropriation Amendment Summary: Appropriation of$3,310,000 to fund a loan to
the Redevelopment Agency of the City of Azusa.
NOW THEREFORE BE IT RESOLVED that the City Council of the City of Azusa does
hereby approve the Budget Amendment and order the same to be recorded in the City's books of account
and henceforth to be a part of said Budget as if adopted with the original thereof.
ADOPTED AND APPROVED this day of
MAYOR
I HEREBY CERTIFY that the foregoing resolution was duly adopted by the City Council
of the City of Azusa at a regular meeting thereof on the day of , by the following
vote of City Council Members:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
CITY CLERK
•
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA AUTHORIZING LOANS FOR
PURPOSES OF THE MERGED REDEVELOPMENT PROJECT AREA
WHEREAS, the Redevelopment Agency of the City of Azusa("Agency") is undertaking certain actions which are
necessary and incidental to carrying out the Redevelopment Plan which has previously been adopted by the City of Azusa;and
WHEREAS, the Agency has incurred and will continue to incur obligations for such purpose; 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 to make loans to the Agency for the purposes of defraying said expenses;
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 Redevelopment Project.
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 Note of the Agency containing the following terms, in addition to all
usual and customary terms:
LOAN PROJECT/AFFECTED FUND INTEREST TERM BORROW REPAYMENT FUND
AMOUNT RATE FROM SOURCE
$3,310,000 Merged Project-CBD Capital 6.5% Payable upon City: General Tax Increment, Sales
Projects Fund demand Funds Proceeds
The loan listed herein is payable according to the terms of the Note. Payments will be made upon a demand made from the
City to the Agency.Any unpaid amounts will accrue annually and be added to principal. The Note is payable from accumulated
tax increment funds in excess of those pledged for payment of Agency bonded indebtedness, 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 , 2009.
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 , 2009.
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
City Clerk
RESOLUTION NO
A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA
APPROVING APPROPRIATION AMENDMENTS FOR FISCAL YEAR 2008/09 PURSUANT
TO SECTION
2-450 OF THE AZUSA MUNICIPAL CODE
WHEREAS, on June 1, 2009, the Agency Members passed Resolution No. 09-R27,
adopting the Budget and approving the appropriations for the Redevelopment Agency of the City of
Azusa for the fiscal year commencing July 1, 2009 and ending June 30, 2010; and
WHEREAS, Section 2-450 of the Azusa Municipal Code provides for the amendment of
said Budget, when required for the operation of the Agency; and
WHEREAS, certain appropriation amendments are, in fact, required as summarized below:
Appropriation Amendment Summary: Appropriation of$3,310,000 to fund the
property acquisition at 229 South Azusa (Enterprise Site) and project related
activities.
NOW THEREFORE BE IT RESOLVED that the Agency Members of the
Redevelopment Agency of the City of Azusa do hereby approve the Budget Amendment and order the
same to be recorded in the Agency's books of account and henceforth to be a part of said Budget as if
adopted with the original thereof.
ADOPTED AND APPROVED this day of
CHAIRMAN
I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Agency
Members of the Redevelopment Agency of the City of Azusa at a regular meeting thereof on the
day of , by the following vote of Agency Members:
AYES: AGENCY MEMBERS:
NOES: AGENCY MEMBERS:
ABSTAIN: AGENCY MEMBERS:
ABSENT: AGENCY MEMBERS:
SECRETARY
RESOLUTION NO.
A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA
REQUESTING A LOAN FROM THE CITY OF AZUSA FOR PURPOSES OF THE MERGED
REDEVELOPMENT PROJECT AREA
WHEREAS,the Redevelopment Agency of the City of Azusa("Agency")is authorized to undertake
certain actions which are necessary and incidental to the carrying out of the Redevelopment Plan which has
previously been adopted by the City of Azusa,for purposes of the Merged Redevelopment Project Area;and
WHEREAS,the Agency has incurred and will continue to incur obligations for such purpose;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 to make loans to the Agency for the purposes of defraying said expenses;
NOW,THEREFORE,BE IT RESOLVED by the Agency Members of the Redevelopment Agency
of the City of Azusa that:
Section 1. Pursuant to the provisions of said Section 33620,et.seq.,of the California State Health and
Safety Code, the Agency Members hereby authorize the Redevelopment Agency of the City of Azusa to
request a Loan from the City of Azusa for purposes of the Merged Redevelopment Project.
Section 2. The Agency pledges to 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. The Agency requests that authorization for repayment of the loan shall be evidenced by a
Note(in the form attached as Exhibit A)of the Agency containing the following terms,in addition to all usual
and customary terms:
LOAN PROJECT/AFFECTED INTEREST TERM BORROW REPAYMENT
AMOUNT FUND RATE FROM FUND SOURCE
$3,310,000 Merged Project-CBD Capital Payable City:General Tax Increment,
Projects Fund 6.5% Upon Funds Sales Proceeds
demand
The loan listed herein is payable according to the terms of the Note. Payments will be made upon demand
from the City to the Agency.Any unpaid amounts will accrue annually and be added to principal. The Note is
payable from accumulated tax increment funds in excess of those pledged for payment of Agency bonded
indebtedness,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 Chairperson of the Agency or his/her designee is hereby authorized and directed to
execute,on behalf of the Agency,the Note to the City of Azusa in accordance with the provisions of Section 3
hereof.
Section 5. The Agency Secretary shall certify the adoption of this Resolution.
PASSED AND ADOPTED this day of , 2009.
Chairperson
I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Redevelopment Agency
of the City of Azusa at a regular meeting held on the day of ,2009.
AYES: AGENCY MEMBERS:
NOES: AGENCY MEMBERS:
ABSTAIN: AGENCY MEMBERS:
ABSENT: AGENCY MEMBERS:
Secretary
PROMISSORY NOTE
MERGED REDEVELOPMENT PROJECT AREA
AZUSA, CALIFORNIA
December 21, 2009
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 THREE MILLION THREE
HUNDRED AND TEN THOUSAND DOLLARS AND NO/100($3,310,000),revised as necessary to reflect 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 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 ofboth 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
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 be payable in lawful money of the United States at Azusa,
California. Demand, presentment for payment, protest and notice of protest are hereby waived.
REDEVELOPMENT AGENCY OF THE
CITY OF AZUSA
By:
Chairperson
PROPERTY ACQUISITION/CBD
C.\DOCUME-1\AZUSAU-2\LOCALS--1\TEMP\XPGRP WISE\AGENCY RESO REQUESTING$3.31 M LOAN.DOC
DISCUSSION DRAFT NO. 1
[ ]
REAL PROPERTY PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
(229 S. Azusa Avenue)
by and between the
REDEVELOPMENT AGENCY OF THE CITY OF AZUSA,
a public body, corporate and politic,
and
LILLIE ROGERS,
TRUSTEE OF THE CLIFTON & LILLIE ROGERS LIVING TRUST DATED
1994 & THE ROGERS FAMILY BYPASS TRUST DATED
[Dated as of December 16, 2009, for reference purposes only]
ORANGE\SKLEINBERG\63657.2
DISCUSSION DRAFT NO. 1
[ 1
REAL PROPERTY PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
(229 S. Azusa Avenue)
THIS REAL PROPERTY PURCHASE AND SALE AGREEMENT AND JOINT
ESCROW INSTRUCTIONS (229 S. Azusa Avenue) (this "Agreement") is dated as of
December 16, 2009, for reference purposes only, and is entered into by and between the
Redevelopment Agency of the City of Azusa, a public body, corporate and politic, exercising
governmental functions and powers, and organized and existing pursuant to the Community
Redevelopment Law of the State of California, Health and Safety Code Sections 33000, et seq.
(the "Agency"), and Lillie Rogers, Trustee of the Clifton & Lillie Rogers Living Trust dated
1994 and the Rogers Family Bypass Trust dated ("Seller"). The Agency and
Seller enter into this Agreement with reference to the following recited facts (each a"Recital"):
RECITALS
A. Seller is the owner in fee of certain parcels of real property located at 229 South
Azusa Avenue, Azusa, California 91702, APN 8614-014-056, 8614-014-057 and 8614-014-058,
further described in Exhibit"A"to this Agreement ("Property").
B. The Property is located within the Merged Redevelopment Project Area, a
redevelopment planning area designated by the Agency in accordance with California Health and
Safety Code Section 33310 et seq.
C. The Agency desires to purchase the Property for the purposes of redevelopment
pursuant to California Health and Safety Code Section 33391.
D. The acquisition of the Property will further the health, safety and general welfare
of the residents of Azusa.
E. Seller desires to sell to the Agency and Agency desires to purchase from Seller
the Property, upon the terms and conditions set forth herein.
NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION AND THE
PROMISES AND COVENANTS OF THE AGENCY AND SELLER SET FORTH IN THIS
AGREEMENT, THE AGENCY AND SELLER AGREE, AS FOLLOWS:
ARTICLE 1
DEFINITIONS
1.1 Defined Terms. The following words, terms and phrases are used in this
Agreement with the following meanings, unless the particular context of usage of a word, term
or phrase requires another interpretation:
1.1.1 "Agency" means the Redevelopment Agency of the City of Azusa, a
public body, corporate and politic.
ORANGE\SKLEINBERG\63657.2 1
DISCUSSION DRAFT NO. 1
1
1.1.2 "Agency Parties" means, collectively, the Agency, its governing body,
elected officials, employees, agents and attorneys.
1.1.3 "Agency Party" means, individually, the Agency, its governing body,
elected officials, employees, agents or attorneys.
1.1.4 "Benefits" shall have the meaning ascribed to the term in Section
2.7.1.
1.1.5 "Broker" means TVM Commercial Realty Group, Inc, attention Frank
Artura, President, 420 Base Line Road Suite E, Glendora, CA 91740, telephone: (626) 852-4221,
Facsimile: (626) 852-4227, who shall be paid a brokerage fee by Seller in a sum equal to four
percent (4%) of the Purchase Price.
1.1.6 "CEQA" means the California Environmental Quality Act, Public
Resources Code Sections 21000, et seq.
1.1.7 "CEQA Document" means any applicable exemption determination,
any Negative Declaration (mitigated or otherwise) or any Environmental Impact Report
(including any addendum or amendment to, or subsequent or supplemental Environmental
Impact Report) required or permitted by the Agency, pursuant to CEQA, to approve this
Agreement.
1.1.8 "City"means the City of Azusa, California.
1.1.9 "Claim" means any claim, loss, cost, damage, expense, liability, lien,
action, cause of action (whether in tort, contract, under statute, at law, in equity or otherwise),
charge, award, assessment, fine or penalty of any kind (including consultant and expert fees and
expenses, Legal Costs of counsel retained by the Agency Parties, costs of staff time and
investigation costs of whatever kind or nature), and any judgment, including any such matter
relating to or arising from: (i) injury to any Person (including death at any time resulting from
that injury); (ii) loss of, injury or damage to, or destruction of property (including all loss of use
resulting from that loss, injury, damage, or destruction) regardless of where located, including
the property of the Agency Parties; (iii) any matter described in Section 5.14 (Real Estate
Commissions); (iv) any Environmental Claim; or (v) enforcement of any indemnity obligation
under this Agreement.
1.1.10 "Close of Escrow" means completion of each of the actions set forth in
Section 3.7 by the Escrow Agent for the conveyance of the Property from Seller to the Agency
through the Escrow.
1.1.11 "County"means the County of Los Angeles, California.
1.1.12 "Default"means any Monetary Default or Non-Monetary Default.
1.1.13 "Default Interest" means interest at an annual rate equal to the lesser
of: (i) ten percent (10%) per annum; or(ii) the Usury Limit.
ORANGE\SKLEINBERG\63657.2 2
•
DISCUSSION DRAFT NO. 1
[ 1
1.1.14 "Due Diligence Completion Notice" means a written Notice of the
Agency delivered to both Seller and the Escrow Agent, prior to the end of the Due Diligence
Period, stating the Agency's acceptance of the condition of the Property or indicating the
Agency's rejection or conditional acceptance of the condition of the Property and refusal to
accept a conveyance of the Property, describing in reasonable detail the actions that the Agency
reasonably believes are necessary (if any) to allow the Agency to accept the condition of the
Property and conveyance of the Property.
1.1.15 "Due Diligence Investigations" means the Agency's due diligence
investigations of the Property to determine the suitability of the Property, including, without
limitation, investigations of the environmental and geotechnical conditions of the Property, as
deemed appropriate in the reasonable discretion of the Agency, all at the sole cost and expense of
the Agency, except as otherwise specifically provided in this Agreement.
1.1.16 "Due Diligence Period" means the ninety (90) calendar day period
commencing on the day immediately following the Effective Date and ending at 5:00 p.m Pacific
Time on the ninetieth (90th) consecutive calendar day thereafter.
1.1.17 "Effective Date" means the first date on which all of the following
have occurred: (i) the Agency has received three (3) counterpart originals of this Agreement
executed by the authorized representative(s) of Seller; (ii) the Agency has received a certified
copy of the Seller Official Action executed by the authorized representative(s) of Seller; (iii) this
Agreement is approved by the Agency governing body; (iv) this Agreement is executed by the
authorized representative(s) of the Agency and (v) one (1) original of this Agreement executed
by the authorized representative(s) of the Agency has been delivered by the Agency to Seller.
1.1.18 "Environmental Claims" means any and all claims, demands, damages,
losses, liabilities, obligations, penalties, fines, actions, causes of action, judgments, suits,
proceedings, costs, disbursements and expenses, including Legal Costs and fees and costs of
environmental consultants and other experts, and all foreseeable and unforeseeable damages or
costs of any kind or of any nature whatsoever, directly or indirectly, relating to or arising from
any actual or alleged violation of any Environmental Law or any Hazardous Substance Discharge
occurring during or arising from Seller's ownership, use or occupancy of the Property or any
other actions of or attributable to Seller regarding the Property.
1.1.19 "Environmental Law" means any Law regarding any of the following
at, in, under, above, or upon the Property: (i) air, environmental, ground water, or soil
conditions; or (ii) clean-up, remediation, control, disposal, generation, storage, release, discharge,
transportation, use of, or liability or standards of conduct concerning, Hazardous Substances.
1.1.20 "Escrow" means an escrow, as defined in Civil Code Section 1057 and
Financial Code Section 17003(a), that is conducted by the Escrow Agent with respect to the
conveyance of the Property from Seller to the Agency, pursuant to this Agreement.
1.1.21 "Escrow Agent" means Commerce Escrow, 1545 Wilshire Blvd., Suite
600, Los Angeles, CA 90017, telephone: (213) 353-4004, facsimile: (213) 484-0417 or such
other Person mutually agreed upon in writing by both the Agency and Seller in writing.
ORANGE\SKLEINBERG\63657.2 3
DISCUSSION DRAFT NO. 1
1.1.22 "Escrow Agent Consent" means the Escrow Agent's consent to acting
as Escrow Agent under this Agreement, in substantially the form of Exhibit "C" attached to this
Agreement.
1.1.23 "Escrow Closing Date" means the earlier of: (i) on or before the fifth
(5th) business day following the Escrow Agent's receipt of written confirmation from both the
Agency and Seller of the satisfaction or waiver of all conditions precedent to the Close of Escrow
or (ii) the thirtieth (30th) day following the Due Diligence Period.
1.1.24 "Escrow Opening Date" means the first date on which a fully executed
copy of this Agreement is deposited with the Escrow Agent.
1.1.25 "Event of Default" means the occurrence of any one or more of the
following:
(a) Monetary Default. A Monetary Default that continues for
seven (7) days after Notice from the non-defaulting Party, specifying in reasonable detail the
amount of money not paid and the nature and calculation of each such payment; or
(b) Non-Monetary Default. Any Non-Monetary Default that is not
cured within thirty (30) days after Notice to the Party alleged to be in Default describing the
Non-Monetary Default in reasonable detail, or, in the case of a Non-Monetary Default that
cannot with reasonable diligence be cured within thirty (30) days after such Notice, if the Party
alleged to be in Default does not do all of the following: (i) within thirty (30) days after Notice
of such Non-Monetary Default, advise the other Party of the intention of the Party alleged to be
in Default to take all reasonable steps to cure such Non-Monetary Default; (ii) duly commence
such cure within such period, and then diligently prosecute such cure to completion; and (iii)
complete such cure within a reasonable time under the circumstances.
1.1.26 "Executive Director" means the Executive Director of the Agency or
his or her designee or successor in function.
1.1.27 "Federal"means the government of the United States of America.
1.1.28 "Final" means, relative to any CEQA Document, when all
administrative appeal periods regarding such matter have expired, all administrative appeals or
challenges regarding such matter (if any) have been resolved to the Agency's reasonable
satisfaction, all statutory periods for challenging such matter have expired, all referendum
periods have expired, all referenda regarding such matter (if any) have been resolved to the
Agency's reasonable satisfaction, all litigation or other proceedings (if any) challenging any such
matter have been resolved to the reasonable satisfaction of the Agency and all appeal periods
relating to any such litigation or other proceedings have expired.
1.1.29 "FIRPTA Certificate"means a certification that Seller is not a"foreign
person" within the meaning of such term under Section 1445 of the United States Internal
Revenue Code, as amended from time to time, and sufficient to exempt the Agency from the
obligation to withhold any funds from Seller pursuant to Section 1445 of the United States
Internal Revenue Code, as amended from time to time.
ORANGE\SKLEINBERG\63657.2 4
•
DISCUSSION DRAFT NO. 1
[ ]
1.1.30 "Form 593" means a California Franchise Tax Board Form 593-C or
successor form.
1.1.31 "Government" means each and every governmental agency, authority,
bureau, department, quasi-governmental body, or other entity or instrumentality having or
claiming jurisdiction over the Property (or any activity this Agreement allows), including the
United States government, the State and County governments and their subdivisions and
municipalities, the City and all other applicable governmental agencies, authorities, and
subdivisions thereof. "Government" shall also include any planning commission, board of
standards and appeals, department of buildings, city council, zoning board of appeals, design
review board or committee or similar body having or claiming jurisdiction over the Property or
any activities on or at the Property.
1.1.32 "Grant Deed" means a grant deed in substantially the form of Exhibit
"D" attached to this Agreement.
1.1.33 "Hazardous Substance" means flammable substances, explosives,
radioactive materials, asbestos, asbestos-containing materials, polychlorinated biphenyls,
chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants, hazardous
wastes, medical wastes, toxic substances or related materials, explosives, petroleum, petroleum
products and any "hazardous" or "toxic" material, substance or waste that is defined by those or
similar terms or is regulated as such under any Law, including any material, substance or waste
that is: (i) defined as a "hazardous substance" under Section 311 of the Water Pollution Control
Act (33 U.S.C. § 1317), as amended; (ii) substances designated as "hazardous substances"
pursuant to 33 U.S.C. § 1321; (iii) defined as a "hazardous waste" under Section 1004 of the
Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901, et seq., as amended; (iv)
defined as a "hazardous substance" or "hazardous waste" under Section 101 of the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended
by the Superfund Reauthorization Act of 1986, 42 U.S.C. § 9601, et seq., or any so-called
"superfund" or "superlien" law; (v) defined as a "pollutant" or "contaminant" under 42 U.S.C.A.
§ 9601(33); (vi) defined as "hazardous waste" under 40 C.F.R. Part 260; (vii) defined as a
"hazardous chemical" under 29 C.F.R. Part 1910; (viii) any matter within the definition of
"hazardous substance" set forth in 15 U.S.C. § 1262; (ix) any matter, waste or substance
regulated under the Toxic Substances Control Act ("TSCA") [15 U.S.C. Sections 2601, et seq.];
(x) any matter, waste or substance regulated under the Hazardous Materials Transportation Act,
49 U.S.C. Sections 1801, et seq.; (xi) those substances listed in the United States Department of
Transportation (DOT)Table [49 CFR 172.101]; (xii) any matter, waste or substances designated
by the EPA, or any successor authority, as a hazardous substance [40 CFR Part 302]; (xiii) any
matter, waste or substances defined as "hazardous waste" in Section 25117 of the California
Health and Safety Code; (xiv) any substance defined as a "hazardous substance" in Section
25316 of the California Health and Safety Code; (xv) any matter, waste, or substance that is
subject to any other Law regulating, relating to or imposing obligations, liability or standards of
conduct concerning protection of human health, plant life, animal life, natural resources, property
or the enjoyment of life or property free from the presence in the environment of any solid,
liquid, gas, odor or any form of energy from whatever source; or (xvi) other substances,
materials, and wastes that are, or become, regulated or classified as hazardous or toxic under Law
ORANGE\SKLEINBERG\63657.2 5
DISCUSSION DRAFT NO. 1
[ 1
or in the regulations adopted pursuant to said Law, including manure, asbestos, polychlorinated
biphenyl, flammable explosives and radioactive material.
1.1.34 "Hazardous Substance Discharge" means any deposit, discharge,
generation, release, or spill of a Hazardous Substance that occurs at on, under, into or from the
Property, or during transportation of any Hazardous Substance to or from the Property, or any
activities conducted at on, under or from the Property or any adjacent or nearby real property, or
resulting from seepage, leakage, or other transmission of Hazardous Substances from other real
property to the Property, whether or not caused by a Party or whether occurring before or after
the Effective Date.
1.1.35 "Indemnify" means, where this Agreement states that any Indemnitor
shall "indemnify" any Indemnitee from, against, or for a particular Claim, that the Indemnitor
shall indemnify the Indemnitee and defend and hold the Indemnitee harmless from and against
such Claim (alleged or otherwise). "Indemnified" shall have the correlative meaning.
1.1.36 "Indemnitee" means any Person entitled to be Indemnified under the
terms of this Agreement.
1.1.37 "Indemnitor" means a Person that agrees to Indemnify any other
Person under the terms of this Agreement.
1.1.38 "Law" means every law, ordinance, requirement, order, proclamation,
directive, rule, and regulation of any Government applicable to the Property, in any way,
including any development, use, maintenance, taxation, operation, or occupancy of, or
environmental conditions affecting the Property, or relating to any taxes, or otherwise relating to
this Agreement or any Party's rights or remedies under this Agreement, or any transfer of any of
the foregoing, whether in force on the Effective Date or passed, enacted, modified, amended or
imposed at some later time, subject in all cases, however, to any applicable waiver, variance, or
exemption.
1.1.39 "Legal Costs" of any Person means all reasonable costs and expenses
such Person incurs in any legal proceeding (or other matter for which such Person is entitled to
be reimbursed for its Legal Costs), including reasonable attorneys' fees, court costs and expenses
and consultant and expert witness fees and expenses.
1.1.40 "Monetary Default" means any failure by either Party to pay or
deposit, when and as this Agreement requires, any amount of money, any bond or surety or
evidence of any insurance coverage required to be provided under this Agreement, whether to or
with a Party or a third-Person.
1.1.41 "Non-Monetary Default" means the occurrence of any of the
following, except to the extent constituting a Monetary Default: (i) any failure of a Party to
perform any of its obligations under this Agreement; (ii) a Party's failure to comply with any
material restriction or prohibition in this Agreement; or (iii) any other event or circumstance that,
with passage of time or giving of Notice, or both, or neither, would constitute a breach of this
Agreement.
ORANGE\SKLEINBERG\63657.2 6
DISCUSSION DRAFT NO. 1
I
1.1.42 "Notice" means any consent, demand, designation, election, notice, or
request relating to this Agreement, including any Notice of Default. All Notices must be in
writing.
1.1.43 "Notice of Default" means any Notice claiming or giving Notice of a
Default.
1.1.44 "Notify"means give a Notice.
1.1.45 "Parties"means, collectively, the Agency and Seller.
1.1.46 "Party"means, individually, either the Agency or Seller, as applicable.
1.1.47 "PCO Report" means a preliminary change of ownership report
required under California Revenue and Taxation Code Section 480.3.
1.1.48 "Permitted Exceptions" means (i) any and all items shown in Schedule
B of the Preliminary Report, as exceptions to coverage under the proposed Title Policy, that the
Agency does not disapprove, conditionally approve, or that are otherwise accepted or consented
to by the Agency; (ii) any exceptions from coverage under the proposed Title Policy resulting
from the Agency's activities relating to the Property; (iii) any lien for non-delinquent property
taxes or assessments; (iv) any Laws applicable to the Property; (v) the Redevelopment Plan; (vi)
this Agreement; and (vii) any other matter expressly provided for in this Agreement.
1.1.49 "Person" means any association, corporation, governmental entity or
agency, individual, joint venture, joint-stock company, limited liability company, partnership,
trust, unincorporated organization, or other entity of any kind.
1.1.50 "Pre-Closing Liquidated Damages Amount"means the amount of One
Hundred Thousand Dollars ($100,000).
1.1.51 "Preliminary Report" means a preliminary report issued by the Title
Company in contemplation of the issuance of the Title Policy, accompanied by copies of all
documents listed in Schedule B of the report, as exceptions to coverage under the proposed Title
Policy.
1.1.52 "Property" means that certain real property specifically described in
the legal description set forth in Exhibit "A" attached to this Agreement, including all
appurtenant rights and interests.
1.1.53 "Purchase Price" means the amount of Three Million Three Hundred
Thousand Dollars and No/Cents ($3,300,000).
1.1.54 "Real Estate Taxes" means all general and special real estate taxes
(including taxes on personal property, sales taxes, use taxes, and the like), possessory interest
taxes, taxes payable pursuant to California Health and Safety Code Section 33673, special taxes
imposed pursuant to the Mello-Roos Community Facilities District Act, assessments, assessment
district charges or taxes, municipal water and sewer rents, rates and charges, excises, levies,
ORANGE\SKLEINBERG\63657.2 7
DISCUSSION DRAFT NO. 1
[ 1
license and permit fees, fines, penalties and other Governmental charges and any interest or costs
with respect thereto, general and special, ordinary and extraordinary, foreseen and unforeseen, of
any kind and nature whatsoever that at any time before the Close of Escrow and applicable to
any time period prior to the Close of Escrow may be assessed, levied, imposed upon, or become
due and payable out of or in respect of, or charged with respect to or become a lien on, the
Property, or any vault, passageway or space in, over or under any street, or any other
appurtenances of the Property, or any personal property or facility used in the operation of the
Property, or the rent or income received from the Property, or any use or occupancy of the
Property.
1.1.55 "Record," "recorded," "recording" or "recordation" each mean
recordation of the referenced document in the official records of the County.
1.1.56 "Redevelopment Plan" means the City of Azusa, California, Merged
Central Business District and West End Redevelopment Project Area, as amended from time to
time.
1.1.57 "Seller" means Lillie Rogers, as Trustee of the Clifton and Lillie
Rogers Living Trust dated 1994 and Rogers Family Bypass Trust.
1.1.58 "Seller Official Action" means the official action of Seller authorizing
Seller's entry into and performance of this Agreement, in substantially the form of Exhibit "B"
attached to this Agreement, executed by the authorized representative(s) of Seller.
1.1.59 "Seller Parties" means, collectively, the directors, officers, employees
and agents of Seller.
1.1.60 "Seller Party" means, individually, the directors, officers, employees
or agents of Seller.
1.1.61 "State"means the State of California.
1.1.62 "Title Company" means Lawyers Title Escrow or such other title
insurance company mutually agreed upon between both the Agency and Seller in writing.
1.1.63 "Title Notice" means a written Notice from the Agency to both Seller
and the Escrow Agent indicating the Agency's acceptance of the state of the title to the Property,
as described in the Preliminary Report and the Survey, or the Agency's disapproval or
conditional approval of specific matters shown in: (i) Schedule B of the Preliminary Report, as
exceptions to coverage under the proposed Title Policy, or (ii) in the Survey, describing in
suitable detail the actions that the Agency reasonably believes are necessary to obtain the
Agency's approval of the state of the title to the Property.
1.1.64 "Title Notice Response" means the written response of Seller to the
Agency's Title Notice, in which Seller elects to either: (i) cause the removal from the
Preliminary Report or the Survey of any matter disapproved in the Agency's Title Notice, (ii)
obtain title or other insurance in a form reasonably satisfactory to the Agency insuring against
the effects of any matters disapproved or conditionally approved in the Agency's Title Notice,
ORANGE\SKLEINBERG\63657.2 8
DISCUSSION DRAFT NO. 1
(iii) otherwise satisfy the Agency regarding any matter disapproved or conditionally approved in
the Agency's Title Notice, or(iv) not take any action described in either (i), (ii) or(iii).
1.1.65 "Title Notice Waiver"means a written Notice from the Agency to both
Seller and the Escrow Agent waiving the Agency's previous disapproval or conditional approval
in the Agency's Title Notice of specific matters shown in: (i) Schedule B of the Preliminary
Report, as exceptions to coverage under the proposed Title Policy, or (ii) the Survey, that Seller
has not agreed to address to the Agency's reasonable satisfaction in the Title Notice Response.
1.1.66 "Title Policy" means an extended coverage owner's policy of title
insurance issued by the Title Company, with coverage in the amount of the Purchase Price and
insuring title to the Property vested in the Agency, subject to only the Permitted Exceptions.
1.1.67 "Unavoidable Delay" means a delay in either Party performing any
obligation under this Agreement, except payment of money, arising from or on account of any
cause whatsoever beyond the Party's reasonable control, despite such Party's reasonable diligent
efforts, including industry-wide strikes, labor troubles or other union activities (but only to the
extent such actions do not result from an act or omission of the Party), casualty, war, acts of
terrorism, riots, litigation, Government action or refusal to act when or as required by Law or
inability to obtain materials. Unavoidable Delay shall not include delay caused by a Party's
financial condition, illiquidity, or insolvency.
1.1.68 "Usury Limit" means the highest rate of interest, if any, that Law
allows under the circumstances.
ARTICLE 2
CONVEYANCE OF PROPERTY
2.1 Escrow. Seller shall sell and convey fee title to the Property to the Agency and
the Agency shall purchase and acquire fee title to the Property from Seller, pursuant to the terms
and conditions of this Agreement. For the purposes of exchanging funds and documents to effect
such purchase and sale of the Property between them, the Agency and Seller agree to open the
Escrow with the Escrow Agent. The provisions of ARTICLE 3 of this Agreement are the joint
escrow instructions of the Parties to the Escrow Agent for conducting the Escrow. If requested
by the Escrow Agent, Seller and the Agency shall execute the Escrow Agent's reasonable
standard or general escrow instructions. Any provision in the Escrow Agent's standard or
general escrow instructions that purports to exculpate the Escrow Agent from or require Seller or
the Agency to indemnify the Escrow Agent against the Escrow Agent's negligence or willful
misconduct shall be deemed "unreasonable" and shall not be included in any standard or general
escrow instructions requested by the Escrow Agent. In the event of any conflict between the
provisions of this Agreement and any standard or general escrow instructions requested by the
Escrow Agent, the provisions of this Agreement shall be controlling.
2.2 Payment of Purchase Price. The Agency shall pay the Purchase Price to Seller
through the Escrow as follows:
ORANGE\SKLEINBERG\63657.2 9
DISCUSSION DRAFT NO. 1
I
2.2.1 Initial Deposit. Upon the Effective Date of this Agreement, Agency
shall deposit into Escrow a deposit in the amount of Fifty Thousand Dollars ($50,000) (the
"Initial Deposit"). Upon the Close of Escrow, the Initial Deposit shall be credited to Agency
toward the Purchase Price and paid to Seller as part of the Purchase Price, except upon the
occurrence of an Event of Default prior to the Close of Escrow, as otherwise provided in this
Agreement. If Escrow fails to close for any reason other than the occurrence of an Event of
Default, the Initial Deposit shall be refunded to Agency, regardless of whether or not the Initial
Deposit has been released to Seller.
2.2.2 Additional Deposit. Within five (5) business days of the end of the
Due Diligence Period, Agency shall deposit into Escrow an additional deposit in the amount of
Fifty Thousand Dollars ($50,000) the ("Additional Deposit"). Upon the Close of Escrow, the
Additional Deposit shall be credited to City toward the Purchase Price and paid to Seller as part
of the Purchase Price, except upon the occurrence of an Event of Default prior to the Close of
Escrow, as otherwise provided in this Agreement. If Escrow fails to close for any reason other
than the occurrence of an Event of Default, the Additional Deposit shall be refunded to City,
regardless of whether or not the Additional Deposit has been released to Seller.
2.2.3 At Close of Escrow. Within the timeframe set forth in Section 3.5,
Agency shall deposit into Escrow the Purchase Price, less the amount of the Initial Deposit and
Additional Deposit, and less any other credits to the account of the Agency pursuant to the terms
of this Agreement, in cash, or other immediately available funds.
2.3 Title Approval.
2.3.1 Title Notice. Within fifteen (15) days after the Escrow Opening Date,
Seller shall obtain the Preliminary Report from the Title Company, and deliver a copy of the
Preliminary Report to the Agency. Within thirty (30) days following the Agency's receipt of the
Preliminary Report, the Agency shall deliver the Title Notice to both Seller and the Escrow
Agent.
2.3.2 Failure to Deliver Title Notice. If the Agency fails to deliver the Title
Notice to Seller and the Escrow Agent, within thirty (30) days following the Agency's receipt of
the Preliminary Report, the Agency will be deemed to disapprove the status of title to the
Property and refuse to accept conveyance of the Property and both the Agency and Seller shall
have the right to cancel the Escrow and terminate this Agreement, in their respective sole and
absolute discretion, until such time (if ever) as the Agency sends the Title Notice.
2.3.3 Title Notice Response. Within thirty (30) days following the earlier
of: (i) Seller's receipt of the Title Notice or (ii) expiration of the time period provided in this
Section 2.3 for delivery of the Title Notice, Seller shall deliver the Title Notice Response to both
the Agency and the Escrow Agent. If the Title Notice does not disapprove or conditionally
approve any matter in the Preliminary Report or the Agency fails to deliver the Title Notice,
Seller shall not be required to deliver the Title Notice Response. If Seller does not deliver the
Title Notice Response, if necessary, within thirty (30) days following its receipt of the Title
Notice, Seller shall be deemed to elect not to take any action in reference to the Title Notice. If
Seller elects in the Title Notice Response to take any action in reference to the Title Notice,
ORANGE\SKLEINBERG\63657.2 10
DISCUSSION DRAFT NO. 1
Seller shall complete such action, prior to the Escrow Closing Date or as otherwise specified in
the Title Notice Response.
2.3.4 Title Notice Waiver. If Seller elects or is deemed to have elected not
to address one or more matters set forth in the Title Notice to the Agency's reasonable
satisfaction, then within ten (10) days after the Agency's receipt of the Seller's Title Notice
response or the last date for the Seller to deliver its Title Notice Response, the Agency shall
either: (i) refuse to accept the title to and conveyance of the Property, or (ii) waive its
disapproval or conditional approval of all such matters set forth in the Title Notice by delivering
the Title Notice Waiver to both Seller and the Escrow Agent. Failure by the Agency to timely
deliver the Title Notice Waiver, where the Title Notice Response or Seller's failure to deliver the
Title Notice Response result in Seller's election not to address one or more matters set forth in
the Title Notice to the Agency's reasonable satisfaction, will be deemed the Agency's continued
refusal to accept the title to and conveyance of the Property, in which case both the Agency and
Seller shall have the right to cancel the Escrow and terminate this Agreement, in their respective
sole and absolute discretion, until such time (if ever) as the Agency sends the Title Notice
Waiver.
2.3.5 Disapproval of Encumbrances Securing Seller Obligations.
Notwithstanding any other provision of this Agreement, the Agency disapproves any and all
encumbrances against the Property securing monetary or performance obligations of Seller. All
such encumbrances shall be removed from the Property prior to the Close of Escrow by Seller, at
its sole cost and expense.
2.3.6 No Termination Liability. Any termination of this Agreement and
cancellation of the Escrow pursuant to this Section 2.3 shall be without liability to the other Party
or any other Person, and shall be accomplished by delivery of a written Notice of termination to
both the other Party and the Escrow Agent, in which case the Parties and the Escrow Agent shall
proceed pursuant to Section 3.14.
2.4 Due Diligence Investigations.
2.4.1 License to Enter. Seller licenses the Agency and its contractors to
enter the Property for the purpose of undertaking the Due Diligence Investigations as the Agency
deems necessary and appropriate. The Agency may sub-license any appropriate contractors or
agents of the Agency to enter the Property for the purpose of conducting Due Diligence
Investigations under the license given in this Section 2.4.1, subject to all of the provisions of this
Section 2.4.1 applicable to the Agency. The license given in this Section 2.4.1 shall only be
effective until the earlier of: (i) the end of the Due Diligence Period or (ii) the date of the
Agency's delivery of its Due Diligence Completion Notice. The Agency shall conduct all Due
Diligence Investigations during the Due Diligence Period and at its sole cost and expense. The
Agency shall abide by any reasonable condition(s) of entry onto the Property required by Seller,
whether or not set forth in this Agreement. Any Due Diligence Investigations by the Agency
shall not unreasonably disrupt any then existing use or occupancy of the Property.
2.4.2 Limitations. The Agency shall not conduct any intrusive or destructive
testing of any portion of the Property, other than low volume soil samples, without Seller's prior
ORANGE\SKLEINBERG\63657.2 11
DISCUSSION DRAFT NO. 1
I
written consent. Following the conduct of any Due Diligence Investigations on the Property, the
Agency shall restore the Property to substantially its condition prior to the conduct of such Due
Diligence Investigations.
2.4.3 Indemnity. The activities of the Agency directly or indirectly related
to the Due Diligence Investigations shall be subject to the Agency's indemnity, obligations under
Section 4.5 of this Agreement.
2.4.4 Due Diligence Completion Notice. The Agency shall deliver a Due
Diligence Completion Notice to both Seller and the Escrow Agent, prior to the end of the Due
Diligence Period. If the Agency does not accept the condition of the Property by delivery of its
Due Diligence Completion Notice stating such acceptance, prior to the end of the Due Diligence
Period, the Agency shall be deemed to have rejected the condition of the Property and refused to
accept conveyance of the Property. If the condition of the Property is rejected or deemed
rejected by the Agency, then either the Agency or Seller shall have the right to cancel the Escrow
and terminate this Agreement, in their respective sole and absolute discretion, until such time (if
ever) as the Agency delivers the Due Diligence Completion Notice stating the Agency's
acceptance of the condition of the Property. Any termination of this Agreement and cancellation
of the Escrow, pursuant to this Section 2.4, shall be without liability to the other Party or any
other Person, and shall be accomplished by delivery of a written Notice of termination to the
other Party and the Escrow Agent, in which case the Parties and the Escrow Agent shall proceed
pursuant to Section 3.14. Notwithstanding any other provision of this Agreement, the Agency
may reject the condition of the Property at any time during the Due Diligence Period for any
reason or no reason, in the Agency's sole and absolute discretion.
2.5 Eminent Domain. If any portion of the Property or any interest in any portion of
the Property, becomes the subject of any eminent domain proceeding prior to Close of Escrow
other than such a proceeding by the Agency, including, without limitation, the filing of any
notice of intended condemnation or proceedings in the nature of eminent domain, commenced by
any governmental authority, other than the Agency, Seller shall immediately give the Agency
Notice of such occurrence, and the Agency shall have the option, exercisable within ten (10)
business days after receipt of such Notice from Seller, to either: (i) cancel the Escrow and
terminate this Agreement or (ii) continue with this Agreement in accordance with its terms, in
which event Seller shall assign to the Agency any right of Seller to receive any condemnation
award attributable to the Property.
2.6 Seller Covenants Regarding Maintenance of the Property.
2.6.1 Covenants. Seller covenants and agrees with the Agency that between
the Effective Date and the Escrow Closing Date:
(a) No Changes to Agreements. Seller shall not modify or amend
any lease or any service contract respecting the Property, or enter into any new lease or contract
respecting the Property, without the Agency's prior written approval;
ORANGE\SKLEINBERG\63657.2 12
• DISCUSSION DRAFT NO. 1
(b) Normal Maintenance. Seller shall maintain the Property in
accordance with the same standards Seller has customarily observed in its ownership and
management of the Property;
(c) Maintenance of Insurance. Seller shall maintain in force all
insurance policies currently maintained by Seller with respect to the Property;
(d) No Title Exceptions. Seller shall not cause, permit, allow or
suffer any additional exception to the title to the Property;
2.6.2 No Merger. Seller's covenants in this Section 2.6 shall not be merged
with the Grant Deed, shall survive the Close of Escrow for the full statutory period, and shall
automatically be deemed made for the benefit of, and enforceable by the Agency and its
successors and assigns.
2.7 Seller Waiver of Relocation Benefits.
2.7.1 Representations and Warranties; Waivers and Releases.
(a) Seller acknowledges that, pursuant to applicable provisions of
State law, Seller may be entitled to relocation assistance, the payment of certain relocation
expenses, payments for loss of goodwill,just compensation, inverse compensation, unlawful pre-
condemnation conduct and other benefits and reimbursements relating to the Agency's
acquisition of the Property (collectively, the "Benefits") that are not expressly or independently
set forth in this Agreement. Seller, on behalf of itself, its administrators, successors and assigns,
acknowledges and agrees that the Agency's performance under this Agreement and payment of
the Purchase Price constitutes full and complete satisfaction of the Agency's obligations, if any,
to provide the Benefits to Seller.
(b) Seller represents and warrants to the Agency that no portion of
the Property has been used or occupied by any Person other than Seller for more than one
hundred twenty (120) days prior to the Effective Date. Seller hereby waives, to the maximum
extent permitted by Law, any right or entitlement to relocation assistance or benefits from the
Agency as a result of the transactions contemplated by this Agreement. With respect to
relocation assistance or benefits, Seller acknowledges that it may have sustained damage, loss,
costs or expenses that are presently unknown and unsuspected, and such damage, loss, costs or
expenses that may have been sustained, may give rise to additional damage, loss, costs or
expenses in the future. Nevertheless, Seller hereby acknowledges and agrees that this
Agreement has been negotiated and agreed upon in reliance on the waivers and releases
contained in this Section 2.7, including the Purchase Price and all other terms and conditions.
Seller acknowledges that the waivers given in this Section 2.7 are made after being fully
informed of its rights by legal counsel of its own selection and are made knowingly and
intentionally. With reference to the representations and warranties made and the waivers given
in this Section 2.7, Seller, to the maximum extent permitted by Law, hereby waives the
application of and any rights it might have under California Civil Code Section 1542 or under
any statute or common law or equitable principal or similar effect. California Civil Code Section
1542 reads as follows:
ORANGE\SKLEINBERG\63657.2 13
DISCUSSION DRAFT NO. 1
[ 1
A general release does not extend to claims which the creditor does
not know or suspect to exist in his or her favor at the time of
executing the release, which if known by him or her must have
materially affected his or her settlement with the debtor.
2.7.2 Indemnification. Seller agrees to Indemnify the Agency against any
claims for any Benefits relating to the transactions contemplated in this Agreement.
2.7.3 Initials. The representations, warranties, acknowledgments, waivers
and releases contained in this Section 2.7 shall survive the Close of Escrow.
Initials of Authorized
Seller Representative(s)
2.8 Seller Representations and Warranties.
2.8.1 Litigation. There is no pending or threatened private or governmental
litigation by any governmental authority or person against Seller relating to the Property that
might, if it and all other pending and threatened litigation were adversely determined, result in a
material adverse change in the Property or its operation or that challenges the validity of or
otherwise materially adversely affects the transactions contemplated by this Agreement.
2.8.2 Other Proceedings. No attachments, execution proceedings,
assignments for the benefit of creditors, insolvency, bankruptcy, reorganization, or other
proceedings are pending or threatened against Seller or Seller's interest in the Property, nor are
any such proceedings contemplated by Seller.
2.8.3 Governmental Action. Seller has no knowledge of, nor has Seller
received written notice of, any plan, study, or effort by any Person that in any way would
materially affect the use of the Property or any portion of it for its current use or of any intended
public improvements that would result in any charge being levied against, or any lien assessed
on, the Property.
2.8.4 Condemnation. Seller has received no notice of any presently pending
or contemplated special assessments or proceedings to condemn or demolish the Property or any
part of it or any proceedings to declare the Property or any part of it a nuisance.
2.8.5 Development Rights. Neither Seller nor any previous owner of the
Property has, except by operation of law, sold, transferred, conveyed, or entered into any
agreement regarding "air rights," "excess floor area ratio," or other development rights or
restrictions relating to the Property, except as otherwise expressly set forth in the Preliminary
Report.
2.8.6 Title to the Property. Seller has good and marketable title to the
Property. Seller has no actual knowledge of any unrecorded or undisclosed legal or equitable
interest in the Property owned or claimed by anyone other than Seller. Seller has no knowledge
that anyone will, at the Close of Escrow, have any right to possession of the Property, except as
ORANGE\SKLEINBERG\63657.2 14
•
DISCUSSION DRAFT NO. 1
I
disclosed by this Agreement or otherwise in writing to the Agency. There are no unsatisfied
mechanics' or materialmen's lien rights on the Property. No assessment lien or bond encumbers
the Property, and no governmental authority has undertaken any action that could give rise to an
assessment lien affecting the Property.
2.8.7 No Hazardous Substances. There are no environmental, health or
safety hazards on, under, or about (including any area surrounding the Property) the Property,
including but not limited to soil and groundwater conditions. Neither Seller nor any third-Person
(including but not limited to Seller's predecessors in title to the Property) has used or installed
any underground tank, or used, generated, manufactured, treated, stored, placed, deposited, or
disposed of on, under, or about the Property or transported to or from the Property any
Hazardous Substance.
2.8.8 No Notice of Violation of Environmental Laws. The Property is not in
violation of any Environmental Law and Seller has not received any Notice from any
Government that the Property or any adjoining property contains or may contain any Hazardous
Substance in violation of any Environmental Law or that Seller has stored, used or maintained
any Hazardous Substance or suffered, permitted, allowed or acquiesced in any storage, use or
maintenance of any Hazardous Substance on, in or under the Property in violation of any
Environmental Law.
2.8.9 No Other Representations or Warranties. Other than the express
representations and warranties contained in this Agreement, Seller makes no warranty or
representation, express or implied to the Agency regarding the Property.
2.9 1031 Exchanges. The Parties agrees to reasonably consider and cooperate with
arranging an exchange in accordance with Internal Revenue Code Section 1031, if applicable,
provided that such exchange shall be at no cost or liability to the cooperating party and that such
exchange does not delay the Close of Escrow.
ARTICLE 3
JOINT ESCROW INSTRUCTIONS
3.1 Opening of Escrow. The Agency and Seller shall cause the Escrow to be opened
within seven (7) day following the Effective Date. The Escrow Agent shall promptly confirm
the Escrow Opening Date in writing to each of the Parties, with a copy of the Escrow Agent
Consent executed by the authorized representative(s) of the Escrow Agent. The provisions of
this ARTICLE 3 are the joint escrow instructions of the Agency and Seller to the Escrow Agent
for conducting the Escrow.
3.2 Escrow Agent Authority. The Agency and Seller authorize the Escrow Agent
to:
3.2.1 Charges. Pay and charge the Agency and Seller for their respective
shares of the applicable fees, taxes, charges and costs payable by either the Agency or Seller
regarding the Escrow;
ORANGE\SKLEINBERG\63657.2 15
DISCUSSION DRAFT NO. 1
[ 1
3.2.2 Settlement/Closing Statements. Release each Party's Escrow
settlement/closing statement to the other Party; and
3.2.3 Document Recording. File any documents delivered for recording
through the Escrow with the office of the Recorder of the County for recordation in the official
records of the County,pursuant to the joint instructions of the Parties.
3.2.4 Counterpart Documents. Utilize documents that have been signed by
the Agency and Seller in counterparts.
3.3 Agency's Conditions to Close of Escrow. Provided that the failure of any such
condition to be satisfied is not due to a Default under this Agreement by the Agency, the
Agency's obligation to purchase and acquire fee title to the Property from Seller pursuant to this
Agreement on the Escrow Closing Date shall be subject to the satisfaction or waiver of each of
the following conditions precedent, each of which can only be waived in writing by the Agency:
3.3.1 Title. The Agency agrees to accept conveyance of the Property,
pursuant to Section 2.3;
3.3.2 Due Diligence. The Agency delivers its Due Diligence Completion
Notice to both Seller and the Escrow Agent stating the Agency's acceptance of the condition of
the Property;
3.3.3 Title Policy. The Title Company is, upon payment of the Title
Company's standard premium for an insurance policy such as the Title Policy, irrevocably and
unconditionally committed to issue the Title Policy to the Agency, at the Close of Escrow;
3.3.4 CEQA Documents. Final adoption, approval or certification of the
CEQA Documents;
3.3.5 Consistency Finding. The Planning Commission of the City has
determined that the acquisition of fee title to the Property by the Agency pursuant to this
Agreement is consistent with the City's General Plan, in accordance with Government Code
Section 65402;
3.3.6 Real Estate Taxes. All Real Estate Taxes are paid current by Seller;
3.3.7 Seller Escrow Deposits. Seller deposits all of the items into the
Escrow required by Section 3.6;
3.3.8 Settlement/Closing Statement. The Agency approves the Escrow
Agent's estimated Escrow closing/settlement statement; and
3.3.9 Seller Pre-Closing Obligations. Seller performs all of its material
obligations required to be performed by Seller under this Agreement prior to the Close of
Escrow.
ORANGE\SKLEINBERG\63657.2 16
•
DISCUSSION DRAFT NO. 1
[ 1
3.4 Seller's Conditions to Close of Escrow. Provided that the failure of any such
condition to be satisfied is not due to a Default under this Agreement by Seller, Seller's
obligation to sell and convey fee title to the Property to the Agency pursuant to this Agreement
on or before the Escrow Closing Date shall be subject to the satisfaction or waiver of each of the
following conditions precedent, each of which can only be waived in writing by Seller:
3.4.1 Title. The Agency agrees to accept the conveyance of the Property,
pursuant to Section 2.3;
3.4.2 Due Diligence. The Agency delivers its Due Diligence Completion
Notice to both Seller and the Escrow Agent stating the Agency's acceptance of the condition of
the Property;
3.4.3 Title Policy. The Title Company is, upon payment of the Title
Company's standard premium for an insurance policy such as the Title Policy, irrevocably and
unconditionally committed to issue the Title Policy to the Agency, at the Close of Escrow;
3.4.4 CEQA Documents. Final adoption, approval or certification of the
CEQA Documents;
3.4.5 Agency Escrow Deposits. The Agency deposits all of the items into
the Escrow required by Section 3.5;
3.4.6 Settlement/Closing Statement. Seller approves the Escrow Agent's
estimated Escrow closing/settlement statement; and
3.4.7 Agency Pre-Closing Obligations. The Agency performs all of its
material obligations required to be performed by the Agency under this Agreement prior to the
Close of Escrow.
3.5 Agency's Escrow Deposits. At least one (1) business day prior to the Escrow
Closing Date scheduled by the Escrow Agent in a writing delivered to both of the Parties, the
Agency shall deposit the following described funds and documents into the Escrow and,
concurrently, provide a copy of each such document to Seller:
3.5.1 Purchase Price. The Purchase Price;
3.5.2 Certificate of Acceptance. A certificate of acceptance of the Grant
Deed, in substantially the form attached to the Grant Deed, executed by the authorized
representative(s) of the Agency in recordable form;
3.5.3 PCO Report. A PCO Report completed and signed by the authorized
representative(s) of the Agency;
3.5.4 Other Funds and Documents. Such other funds or documents required
from the Agency under the terms of this Agreement to close the Escrow or by the Escrow Agent
in the performance of the Escrow Agent's contractual or statutory obligations relating to the
Escrow.
ORANGE\SKLEINBERG\63657.2 17
DISCUSSION DRAFT NO. 1
1
3.6 Seller's Escrow Deposits. At least one (1) business day prior to the Escrow
Closing Date scheduled by the Escrow Agent in a writing delivered to both of the Parties, Seller
shall deposit the following described funds and documents into the Escrow and, concurrently,
provide a copy of each such document to the Agency:
3.6.1 Grant Deed. The Grant Deed executed by the authorized
representative(s) of Seller, in recordable form;
3.6.2 FIRPTA Certificate. The FIRPTA Certificate completed and signed
by the authorized representative(s) of Seller;
3.6.3 Form 593. A Form 593 completed and signed by the authorized
representative(s) of Seller;
3.6.4 Relevant Information and Documents. Any relevant information
and/or documents relating to the Property in Seller's possession.
3.6.5 Other Funds and Documents. Such other funds or documents required
from Seller under the terms of this Agreement to close the Escrow or by the Escrow Agent in the
performance of the Escrow Agent's contractual or statutory obligations regarding the Escrow.
3.7 Closing Procedure. When each of the Agency's Escrow deposits, as set forth in
Section 3.5, and each of Seller's Escrow deposits, as set forth in Section 3.6, are deposited into
the Escrow, the Escrow Agent shall request confirmation in writing from both the Agency and
Seller that each of their respective conditions to the Close of Escrow, as set forth in Sections 3.3
and 3.4, respectively, are satisfied or waived. Upon the Escrow Agent's receipt of written
confirmation from both the Agency and Seller that each of their respective conditions to the
Close of Escrow are either satisfied or waived, the Escrow Agent shall schedule the Escrow
Closing Date by written Notice to both Parties and, thereafter, shall close the Escrow on or
before the Escrow Closing Date by doing all of the following:
3.7.1 Recordation and Distribution of Recorded Documents. The Escrow
Agent shall file the following documents with the office of the Recorder of the County for
recording in the official records of the County, in the following order, at the Close of Escrow: (i)
the Grant Deed, with the Agency's original certificate of acceptance attached, and (ii) any other
documents to be recorded through the Escrow upon the joint instructions of the Parties. The
Escrow Agent shall deliver conformed copies of all documents filed for recording in the official
records of the County through the Escrow to the Agency, Seller and any other Person designated
in the written joint escrow instructions of the Parties to receive an original or conformed copy of
each such document. Each copy of a document filed for recording shall show all recording
information. The Parties intend and agree that this Section 3.7.1 shall establish the relative
priorities of the documents to be recorded in the official records of the County through the
Escrow, by providing for recordation of senior interests prior in time to junior interests, as
provided in this Section 3.7.1;
3.7.2 Distribution of Other Documents. The Escrow Agent shall deliver
copies of all documents delivered through the Escrow to the Agency, Seller and any other Person
ORANGE\SKLEINBERG\63657.2 18
DISCUSSION DRAFT NO. 1
II
designated in the written joint escrow instructions of the Parties to receive an original or copy of
each such document;
3.7.3 Title Policy. Obtain and deliver the Title Policy to the Agency;
3.7.4 Funds. Deliver the Purchase Price to Seller, less any amount required
to be withheld and paid to the State Franchise Tax Board pursuant to Revenue and Taxation
Code Section 18662 (see Section 3.9), any amount required to be paid to satisfy any
encumbrances against the Property securing monetary obligations of Seller and any other charges
to the account of Seller pursuant to the terms of this Agreement, and return all remaining funds
held by the Escrow Agent for the account of the Agency to the Agency, less the Agency's share
of the Escrow closing costs, and less any other charges to the account of the Agency pursuant to
the terms of this Agreement;
3.7.5 FIRPTA Certificate. File the FIRPTA Certificate with the United
States Internal Revenue Service;
3.7.6 Form 593. File the Form 593 with the State of California Franchise
Tax Board; and
3.7.7 PCO Report. File the PCO Report with the County Assessor.
3.7.8 Report to IRS. Following the Close of Escrow and prior to the last
date on which such report is required to be filed with the United States Internal Revenue Service,
if such report is required pursuant to Section 6045(e) of the United States Internal Revenue Code,
the Escrow Agent shall report the gross proceeds of the sale of the Property pursuant to this
Agreement to the United States Internal Revenue Service on Form 1099-B, Form W-9 or such
other form(s) as may be specified by the United States Internal Revenue Service pursuant to
Section 6045(e) or its associated Federal regulations. Upon the filing of such reporting form
with the United States Internal Revenue Service, the Escrow Agent shall deliver a copy of the
filed form to both the Agency and Seller.
3.8 Close of Escrow. The Close of Escrow shall occur on or before the Escrow
Closing Date. The Parties may mutually agree to change the Escrow Closing Date by joint
written instruction to the Escrow Agent. If for any reason the Close of Escrow has not occurred
on or before the Escrow Closing Date, then any Party not then in Default under this Agreement
may cancel the Escrow and terminate this Agreement, without liability to the other Party or any
other Person for such cancellation and termination, by delivering written Notice of termination to
both the other Party and the Escrow Agent. Following any such Notice of termination of this
Agreement and cancellation of the Escrow, the Parties and the Escrow Agent shall proceed
pursuant to Section 3.14. Without limiting the right of either Party to cancel the Escrow and
terminate this Agreement, pursuant to the first sentence of this Section 3.8, if the Escrow does
not close on or before the Escrow Closing Date and neither Party has exercised its contractual
right to cancel the Escrow and terminate this Agreement under this Section 3.8 before the first
date on which the Escrow Agent Notifies both Parties that the escrow is in a position to close,
then the Escrow shall close as soon as reasonably possible following the first date on which the
ORANGE\SKLEINBERG\63657.2 19
DISCUSSION DRAFT NO. 1 •
[ 1
Escrow Agent Notifies both Parties that the Escrow is in a position to close,pursuant to the terms
and conditions of this Agreement.
3.9 Withholding Requirements. The Parties acknowledge that California Revenue
and Taxation Code Section 18662 requires the Agency to withhold from funds otherwise payable
to Seller at the Close of Escrow an amount equal to three and one-third percent (3 1/3%) of the
total Purchase Price for the Property and submit such amount to the California Franchise Tax
Board, unless the Agency is relieved of such withholding requirements in accordance with the
provisions of California Revenue and Taxation Code Section 18662.
3.10 Taxes and Prorations. All Real Estate Taxes shall have been paid by Seller and
be current as of the Close of Escrow. There shall be no pro-ration of Real Estate Taxes. To the
extent that Seller has prepaid any Real Estate Taxes, Seller shall be solely responsible for
obtaining any refund of Real Estate Taxes to which Seller may be entitled from the taxing
authority. Seller shall also be responsible for any supplemental Real Estate Taxes assessed
pursuant to California Revenue and Taxation Code Section 75, et seq., applicable to any period
prior to the Close of Escrow.
3.11 Possession; Risk of Loss. The Agency shall be entitled to sole possession of the
Property immediately upon Close of Escrow. All risk of loss or damage to the Property will pass
from Seller to the Agency at the Close of Escrow. In the event that material loss or damage
occurs to the Property prior to the Close of Escrow, the Agency may terminate this Agreement
and cancel the Escrow by written Notice of Termination.
3.12 Escrow Closing Costs, Taxes and Title Policy Premium. Seller shall pay
commissions for the Broker as set forth herein. The Agency and Seller shall each pay one-half
(1/2) of the Escrow fees and such other costs as the Escrow Agent may charge for conducting the
Escrow. Seller shall pay the premium charged by the Title Company for the Title Policy,
exclusive of any endorsements or other supplements to the coverage of the Title Policy that may
be requested by the Agency. The Agency shall pay any and all recording fees, any documentary
transfer tax, taxes levied by any Government arising from or relating to the sale of the Property
pursuant to this Agreement and through the Escrow (exclusive of any income taxes and any
property taxes to be paid by Seller pursuant to Section 3.9) the cost of any endorsements or
supplements to the coverage of the Title Policy requested by the Agency. The Escrow Agent
shall notify the Agency and Seller of the costs to be borne by each of them at the Close of
Escrow by delivering the Escrow Agent's estimated Escrow closing/settlement statement to both
the Agency and Seller, at least two (2)business days prior to the Escrow Closing Date.
3.13 Escrow Cancellation Charges. If the Escrow fails to close due to an Event of
Default attributable to the Agency, the Agency shall pay all customary and reasonable
cancellation charges regarding cancellation of the Escrow and the Title Policy order, if any. If
the Escrow fails to close due to an Event of Default attributable to Seller, Seller shall pay all
customary and reasonable cancellation charges regarding cancellation of the Escrow and the
Title Policy order, if any. If the Escrow fails to close for any reason other than an Event of
Default attributable to either the Agency or Seller, the Agency and Seller shall each pay one-half
(1/2) of all customary and reasonable cancellation charges regarding cancellation of the Escrow
and the Title Policy order, if any.
ORANGE\SKLEINBERG\63657.2 20
DISCUSSION DRAFT NO. 1
[ 1
3.14 Escrow Cancellation. If the Escrow is cancelled and this Agreement is
terminated pursuant to a contractual right granted to a Party in this Agreement to cancel the
Escrow and terminate this Agreement, the Parties shall pay any associated cancellation charges
in accordance with Section 3.12 and do each of the following:
3.14.1 Cancellation Instructions. The Parties shall, within three (3) business
days following receipt of the Escrow Agent's written request, execute any reasonable Escrow
cancellation instructions requested by the Escrow Agent; and
3.14.2 Return of Funds and Documents. Within seven (7) days following
receipt by the Parties of a settlement statement from the Escrow Agent of cancellation charges
regarding cancellation of the Escrow and the Title Policy order, if any: (i) Seller or the Escrow
Agent, respectively, shall return to the Agency any documents previously delivered by the
Agency to Seller or the Escrow Agent regarding this Agreement, the Property or the Escrow, (ii)
the Agency or the Escrow Agent, respectively, shall return to Seller all documents previously
delivered by Seller to the Agency or the Escrow Agent regarding this Agreement, the Property or
the Escrow; (iii) the Escrow Agent shall return to the Agency any funds deposited into the
Escrow by the Agency, less the Agency's share of any customary and reasonable cancellation
charges regarding cancellation of the Escrow and the Title Policy order, if any, in accordance
with Section 3.12; and (iv) the Escrow Agent shall return to Seller any funds deposited into the
Escrow by Seller, less Seller's share of any customary and reasonable cancellation charges
regarding cancellation of the Escrow and the Title Policy order, if any, in accordance with
Section 3.12.
3.15 Escrow Notices. All Notices from the Escrow Agent to the Parties shall be given
in the manner provided in Section 5.4 of this Agreement.
ARTICLE 4
REMEDIES AND INDEMNITY
4.1 PRE-CLOSING LIQUIDATED DAMAGES TO SELLER. DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT BY THE AGENCY UNDER THIS
AGREEMENT, PRIOR TO THE CLOSE OF ESCROW, SELLER MAY CANCEL THE
ESCROW AND TERMINATE THIS AGREEMENT. UPON CANCELLATION OF THE
ESCROW AND TERMINATION OF THIS AGREEMENT, SELLER SHALL BE RELIEVED
OF ANY OBLIGATION UNDER THIS AGREEMENT TO SELL AND CONVEY THE
PROPERTY TO THE AGENCY. ANY SUCH ESCROW CANCELLATION AND
TERMINATION OF THIS AGREEMENT SHALL BE WITHOUT ANY LIABILITY OF
SELLER TO THE AGENCY OR ANY OTHER PERSON. SELLER AND THE AGENCY
ACKNOWLEDGE THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICAL TO
ASCERTAIN THE AMOUNT OF DAMAGES THAT WOULD BE SUFFERED BY SELLER,
IN THE EVENT OF A CANCELLATION OF THE ESCROW AND TERMINATION OF THIS
AGREEMENT DUE TO THE OCCURRENCE OF AN EVENT OF DEFAULT BY THE
AGENCY UNDER THIS AGREEMENT, PRIOR TO THE CLOSE OF ESCROW. HAVING
MADE DILIGENT BUT UNSUCCESSFUL ATTEMPTS TO ASCERTAIN THE ACTUAL
DAMAGES THAT SELLER WOULD SUFFER, IN THE EVENT OF A CANCELLATION OF
ORANGE\SKLEINBERG\63657.2 21
DISCUSSION DRAFT NO. 1
1
THE ESCROW AND• TERMINATION OF THIS AGREEMENT DUE TO THE
OCCURRENCE OF AN EVENT OF DEFAULT BY THE AGENCY UNDER THIS
AGREEMENT PRIOR TO THE CLOSE OF ESCROW, SELLER AND THE AGENCY
AGREE THAT A REASONABLE ESTIMATE OF SELLER'S DAMAGES N SUCH EVENT
IS THE PRE-CLOSING LIQUIDATED DAMAGES AMOUNT. THEREFORE, UPON THE
CANCELLATION OF THE ESCROW AND TERMINATION OF THIS AGREEMENT BY
SELLER DUE TO THE OCCURRENCE OF AN EVENT OF DEFAULT BY THE AGENCY
UNDER THIS AGREEMENT, PRIOR TO THE CLOSE OF ESCROW, THE PARTIES AND
THE ESCROW AGENT SHALL PROCEED PURSUANT TO SECTION 3.14 TO CANCEL
THE ESCROW. THE ESCROW HOLDER SHALL IMMEDIATELY CANCEL THE
ESCROW. THE AGENCY SHALL PAY THE PRE-CLOSING LIQUIDATED DAMAGES
AMOUNT TO SELLER, UPON ESCROW CANCELLATION. RECEIPT OF THE PRE-
CLOSING LIQUIDATED DAMAGES AMOUNT SHALL BE SELLER'S SOLE AND
EXCLUSIVE REMEDY ARISING FROM THE CANCELLATION OF THE ESCROW AND
TERMINATION OF THIS AGREEMENT DUE TO THE OCCURRENCE OF AN EVENT OF
DEFAULT BY THE AGENCY UNDER THIS AGREEMENT, PRIOR TO THE CLOSE OF
ESCROW.
Initials of Authorized Initials of Authorized
Agency Representative Seller Representative
4.2 Seller Event of Default Remedies of Agency. The Agency shall have all
remedies available to the Agency at law or in equity under the laws of the State for any Event of
Default by Seller under this Agreement.
4.3 Legal Actions. Either Party may institute legal action, at law or in equity, to
enforce or interpret the rights and obligations of the Parties under this Agreement, subject to the
provisions of Section 4.1.
4.4 Rights and Remedies are Cumulative. Except as otherwise expressly stated in
this Agreement, the rights and remedies of the Parties set forth in this Agreement are cumulative
and the exercise by either Party of one or more of such rights or remedies shall not preclude the
exercise by it, at the same or different times, of any other rights or remedies for the same Default
or the same rights or remedies for any other Default.
4.5 Indemnification.
4.5.1 Obligations. The Agency shall Indemnify the Seller Parties against
any wrongful intentional act or negligence of the Agency Parties and for any other matter for
which the Agency is specifically obligated to indemnify Seller pursuant to this Agreement.
Seller shall Indemnify the Agency Parties against any wrongful intentional act or negligence of
the Seller Parties and for any other matter for which Seller is specifically obligated to indemnify
the Agency pursuant to this Agreement. Notwithstanding anything to the contrary in this
Agreement, no Indemnitor shall be required to Indemnify any Indemnitee to the extent of the
Indemnitee's wrongful intentional acts or negligence. Nothing in this Section 4.5 or any other
ORANGE\SKLEINBERG\63657.2 22
DISCUSSION DRAFT NO. 1
1
provision of this Agreement is intended to modify any claim requirements or limitations periods
provided for in the California Government Code Sections 800, et seq. or Sections 900, et seq.
4.5.2 Independent of Insurance Obligations. Each Party's obligation to
Indemnify any Person under this Agreement is independent of any insurance carried by such
Party, any insurance shall not in any way restrict, limit, or modify a Party's obligation to
Indemnify a Person under this Agreement and such indemnity obligation is independent of each
Party's other obligations under this Agreement.
4.5.3 Survival of Indemnification and Defense Obligations. The indemnity
and defense obligations of the Parties under this Agreement shall survive the expiration or earlier
termination of this Agreement, until all Claims against any of the Indemnitees are fully, finally,
absolutely and completely barred by applicable statutes of limitations.
4.5.4 Duty to Defend. The duty to defend any Indemnitee applies upon
Notice of any Claim, regardless of whether the issues of negligence, liability, fault, default or
other obligation on the part of the Indemnitor or the Indemnitee have been determined. The duty
to defend any Indemnitee applies immediately, regardless of whether the Indemnitee has paid
any amounts or incurred any detriment arising out of or relating (directly or indirectly) to any
Claim. It is the express intention of the Parties that an Indemnitee be entitled to obtain summary
adjudication or summary judgment regarding an Indemnitor's duty to defend the Indemnitee, at
any stage of any Claim within the scope of the Indemnitor's indemnity obligations under this
Agreement.
4.6 Indemnification Procedures. Wherever this Agreement requires any Indemnitor
to Indemnify any Indemnitee:
4.6.1 Prompt Notice. The Indemnitee shall promptly Notify the Indemnitor
of any Claim. To the extent, and only to the extent, that the Indemnitee fails to give prompt
Notice of a Claim and such failure materially prejudices the Indemnitor in providing indemnity
for such Claim, the Indemnitor shall be relieved of its indemnity obligations for such Claim.
4.6.2 Selection of Counsel. The Indemnitor shall select counsel reasonably
acceptable to the Indemnitee. Counsel to Indemnitor's insurance carrier that is providing
coverage for a Claim shall be deemed reasonably satisfactory. Even though the Indemnitor shall
defend the Claim, Indemnitee may, at its option and its own expense, engage separate counsel to
advise it regarding the Claim and its defense. The Indemnitee's separate counsel may attend all
proceedings and meetings. The Indemnitor's counsel shall actively consult with the
Indemnitee's separate counsel. The Indemnitor and its counsel shall, however, fully control the
defense, except to the extent that the Indemnitee waives its rights to indemnity and defense for
such Claim.
4.6.3 Cooperation. The Indemnitee shall reasonably cooperate with the
Indemnitor's defense of the Indemnitee, provided the Indemnitor reimburses the Indemnitee's
actual out of pocket expenses (including Legal Costs) of such cooperation.
4.6.4 Settlement. The Indemnitor may, with the Indemnitee's consent, not
to be unreasonably withheld, settle a Claim. The Indemnitee's consent shall not be required for
ORANGE\SKLEINBERG\63657.2 23
DISCUSSION DRAFT NO. 1
I
any settlement by which all of the following occur: (i) the Indemnitor procures (by payment,
settlement, or otherwise) a release of the Indemnitee from the subject Claim(s) by which the
Indemnitee need not make any payment to the claimant; (ii) neither the Indemnitee nor the
Indemnitor on behalf of the Indemnitee admits liability; (iii) the continued effectiveness of this
Agreement is not jeopardized in any way; and (iv) the Indemnitee's interest in this Agreement is
not jeopardized in any way.
ARTICLE 5
GENERAL PROVISIONS
5.1 Incorporation of Recitals. The Recitals of fact set forth preceding this
Agreement are true and correct and are incorporated into this Agreement in their entirety by this
reference.
5.2 City Not a Party. The City is not a Party to this Agreement.
5.3 Executive Director Implementation. The Agency shall implement this
Agreement through its Executive Director. The Executive Director is hereby authorized by the
Agency to issue approvals, interpretations, waivers and enter into certain amendments to this
Agreement on behalf of the Agency, to the extent that any such action(s) does/do not cause the
Agency to incur, any additional obligations or expense. All other actions shall require the
consideration and approval of the Agency governing body, unless expressly provided otherwise
by action of the Agency governing body. Nothing in this Section 5.3 shall restrict the
submission to the Agency governing body of any matter within the Executive Director's
authority under this Section 5.3, in the Executive Director's sole and absolute discretion, to
obtain the Agency governing body's express and specific authorization on such matter. The
specific intent of this Section 5.3 is to authorize certain actions on behalf of the Agency by the
Executive Director, but not to require that such actions be taken by the Executive Director,
without consideration by the Agency governing body.
5.4 Notices, Demands and Communications Between the Parties.
5.4.1 Notices. Any and all Notices submitted by either Party to the other
Party or to the Escrow Agent pursuant to or as required by this Agreement shall be proper, if in
writing and transmitted to the address of the Agency, or Seller, as applicable, set forth in Section
5.4.2, or to the Escrow Agent's address set forth in the Escrow Agent's Consent, by one or more
of the following methods: (i) messenger for immediate personal delivery, (ii) a nationally
recognized overnight (one-night) delivery service (i.e., Federal Express, United Parcel Service,
etc.) or (iii) registered or certified United States mail, postage prepaid, return receipt requested.
Such Notices may be sent in the same manner to such other addresses as either Party may
designate, from time to time, by Notice. Any Notice shall be deemed to be received by the
addressee, regardless of whether or when any return receipt is received by the sender or the date
set forth on such return receipt, on the day that it is delivered by personal delivery, on the date of
delivery by a nationally recognized overnight courier service (or when delivery has been
attempted twice, as evidenced by the written report of the courier service) or four (4) calendar
days after it is deposited with the United States Postal Service for delivery, as provided in this
ORANGE\SKLEINBERG\63657.2 24
DISCUSSION DRAFT NO. 1
[
1
Section 5.4. Rejection, other refusal to accept or the inability to deliver a Notice because of a
changed address of which no Notice was given or other action by a Person to whom Notice is
sent, shall be deemed receipt of the Notice.
5.4.2 Addresses. The following are the authorized addresses for the
submission of Notices to the Parties, as of the Effective Date:
To Seller: Lillie Rogers, Trustee
Clifton & Lillie Rogers Living Trust &
Rogers Family Bypass Trust
[INSERT ADDRESS FAX/PHONE]
With a copy to:
To the Agency: Azusa Redevelopment Agency
213 East Foothill Boulevard
Azusa, CA 91702
Attn: Executive Director
Tel: (626) 812-5238
Fax: (626) 334-5464
With a copy to: Best, Best& Krieger, LLP
5 Park Plaza, Suite 1500
Irvine, CA 92614
Attn: Agency Counsel
Tel: (949) 263-2600
Fax: (949) 260-0972
5.5 Warranty Against Payment of Consideration for Agreement. Seller
represents and warrants that: (i) Seller has not employed or retained any Person to solicit or
secure this Agreement upon an agreement or understanding for a commission, percentage,
brokerage, or contingent fee, excepting bona fide employees of Seller and the Broker; and (ii) no
gratuities, in the form of entertainment, gifts or otherwise have been or will be given by Seller or
any of its agents, employees or representatives to any elected or appointed official or employee
of either the City or the Agency in an attempt to secure this Agreement or favorable terms or
conditions for this Agreement. Breach of the representations or warranties of this Section 5.5
shall automatically terminate this Agreement, without further Notice to or action by either Party
and, upon any such termination of this Agreement, Seller shall immediately refund any payments
made to or on behalf of Seller by the City or the Agency pursuant to this Agreement or otherwise
related to the Property, prior to the date of any such termination.
5.6 Relationship of Parties. The Parties each intend and agree that the Agency and
Seller are independent contracting entities and do not intend by this Agreement to create any
partnership, joint venture, or similar business arrangement, relationship or association between
them.
ORANGE\SKLEINBERG\63657.2 25
DISCUSSION DRAFT NO. 1
1
5.7 Survival of Agreement. All of the provisions of this Agreement shall be
applicable to any dispute between the Parties arising from this Agreement, whether prior to or
following expiration or termination of this Agreement, until any such dispute is finally and
completely resolved between the Parties, either by written settlement, entry of a non-appealable
judgment or expiration of all applicable statutory limitations periods and all terms and conditions
of this Agreement relating to dispute resolution and limitations on damages or remedies shall
survive any expiration or termination of this Agreement.
5.8 Non-liability of Officials, Employees and Agents. No Agency Party shall be
personally liable to Seller, or any successor in interest of Seller, in the event of any Default or
breach by the Agency under this Agreement or for any amount that may be or become due to
Seller or any successor in interest of Seller, on any obligations under the terms or conditions of
this Agreement.
5.9 Calculation of Time Periods. Unless otherwise specified, all references to time
periods in this Agreement measured in days shall be to consecutive calendar days, all references
to time periods in this Agreement measured in months shall be to consecutive calendar months
and all references to time periods in this Agreement measured in years shall be to consecutive
calendar years. Any reference to business days in this Agreement shall mean consecutive
business days of the Agency.
5.10 Principles of Interpretation. No inference in favor of or against any Party shall
be drawn from the fact that such Party has drafted any part of this Agreement. The Parties have
both participated substantially in the negotiation, drafting, and revision of this Agreement, with
advice from legal and other counsel and advisers of their own selection. A word, term or phrase
defined in the singular in this Agreement may be used in the plural, and vice versa, all in
accordance with ordinary principles of English grammar, which shall govern all language in this
Agreement. The words "include" and "including" in this Agreement shall be construed to be
followed by the words: "without limitation." Each collective noun in this Agreement shall be
interpreted as if followed by the words "(or any part of it)," except where the context clearly
requires otherwise. Every reference to any document, including this Agreement, refers to such
document, as modified from time to time (excepting any modification that violates this
Agreement), and includes all exhibits, schedules, addenda and riders to such document. The
word "or" in this Agreement includes the word "and." Every reference to a law, statute,
regulation, order, form or similar governmental requirement refers to each such requirement as
amended,modified, renumbered, superseded or succeeded, from time to time.
5.11 Governing Law. The Laws of the State shall govern the interpretation and
enforcement of this Agreement, without application of conflicts of laws principles. The Parties
acknowledge and agree that this Agreement is entered into, is to be fully performed in and relates
to real property located in the City of Azusa, County of Los Angeles, State of California. All
legal actions arising from this Agreement shall be filed in the Superior Court of the State in and
for the County or in the United States District Court with jurisdiction in the County.
5.12 Agency Attorney Fees and Costs. For the purposes of this Agreement, all
references to Legal Costs in reference to the Agency are intended to include the salaries, benefits
and costs of the City Attorney, as Agency General Counsel, and the lawyers employed in the
ORANGE\SKLEINBERG\63657.2 26
DISCUSSION DRAFT NO. 1
Office of the City Attorney who provide legal services regarding the particular matter, adjusted
to or billed at an hourly rate and multiplied by the time spent on such matter rounded to
increments of 1/10t of an hour, in addition to Legal Costs of outside counsel retained by the
Agency for any matter.
5.13 Unavoidable Delay; Extension of Time of Performance.
5.13.1 Notice. Subject to any specific provisions of this Agreement stating
that they are not subject to Unavoidable Delay or otherwise limiting or restricting the effects of
an Unavoidable Delay, performance by either Party under this Agreement shall not be deemed,
or considered to be in Default, where any such Default is due to the occurrence of an
Unavoidable Delay. Any Party claiming an Unavoidable Delay shall Notify the other Party: (i)
within ten (10) days after such Party knows of any such Unavoidable Delay; and (ii) within five
(5) days after such Unavoidable Delay ceases to exist. To be effective, any Notice of an
Unavoidable Delay must describe the Unavoidable Delay in reasonable detail. The extension of
time for an Unavoidable Delay shall commence on the date of receipt of written Notice of the
occurrence of the Unavoidable Delay by the Party not claiming an extension of time to perform
due to such Unavoidable Delay and shall continue until the end of the condition causing the
Unavoidable Delay. The Party claiming an extension of time to perform due to an Unavoidable
Delay shall exercise its commercially reasonable best efforts to cure the condition causing the
Unavoidable Delay, within a reasonable time.
5.13.2 Assumption of Economic Risks. EACH PARTY EXPRESSLY
AGREES THAT ADVERSE CHANGES IN ECONOMIC CONDITIONS, OF EITHER PARTY
SPECIFICALLY OR THE ECONOMY GENERALLY, OR CHANGES IN MARKET
CONDITIONS OR DEMAND OR CHANGES IN THE ECONOMIC ASSUMPTIONS OF
EITHER PARTY THAT MAY HAVE PROVIDED A BASIS FOR ENTERING INTO THIS
AGREEMENT SHALL NOT OPERATE TO EXCUSE OR DELAY THE PERFORMANCE OF
EACH AND EVERY ONE OF EACH PARTY'S OBLIGATIONS AND COVENANTS
ARISING UNDER THIS AGREEMENT. ANYTHING IN THIS AGREEMENT TO THE
CONTRARY NOTWITHSTANDING, THE PARTIES EXPRESSLY ASSUME THE RISK OF
UNFORESEEABLE CHANGES IN ECONOMIC CIRCUMSTANCES AND/OR MARKET
DEMAND/CONDITIONS AND WAIVE, TO THE GREATEST EXTENT ALLOWED BY
LAW, ANY DEFENSE, CLAIM, OR CAUSE OF ACTION BASED IN WHOLE OR IN PART
ON ECONOMIC NECESSITY, IMPRACTICABILITY, CHANGED ECONOMIC
CIRCUMSTANCES, FRUSTRATION OF PURPOSE, OR SIMILAR THEORIES. THE
PARTIES AGREE THAT ADVERSE CHANGES IN ECONOMIC CONDITIONS, EITHER
OF THE PARTY SPECIFICALLY OR THE ECONOMY GENERALLY, OR CHANGES IN
MARKET CONDITIONS OR DEMANDS, SHALL NOT OPERATE TO EXCUSE OR
DELAY THE STRICT OBSERVANCE OF EACH AND EVERY ONE OF THE
OBLIGATIONS, COVENANTS, CONDITIONS AND REQUIREMENTS OF THIS
AGREEMENT. THE PARTIES EXPRESSLY ASSUME THE RISK OF SUCH ADVERSE
ECONOMIC OR MARKET CHANGES, WHETHER OR NOT FORESEEABLE AS OF THE
EFFECTIVE DATE.
Initials of Authorized Initials of Authorized
ORANGE\SKLEINBERG\63657.2 27
DISCUSSION DRAFT NO. 1
[
1
Agency Representative(s) Seller Representative(s)
5.14 Real Estate Commissions. The Agency shall not be responsible for any real
estate brokerage or sales commissions, finder fees or similar charges that may arise from or be
related to this Agreement or the purchase, sale or conveyance of the Property pursuant to this
Agreement, including but not limited to payment of Broker. Seller shall be solely responsible for
any real estate brokerage or sales commissions, finder fees or similar charges that may arise from
or be related to this Agreement or the purchase, sale or conveyance of the Property pursuant to
this Agreement that are claimed by any Person engaged by Seller or Buyer relating to the
Property, this Agreement, or the purchase, sale or conveyance of the Property pursuant to this
Agreement, including but not limited to Broker. Further, Seller shall Indemnify the Agency
against any claims for such real estate brokerage or sales commissions, finder fees or similar
charges, in accordance with Section 4.5.
5.15 Binding on Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the Parties and their respective legal representatives, successors and
assigns.
5.16 No Other Representations or Warranties. Except as expressly set forth in this
Agreement, no Party makes any representation or warranty material to this Agreement to any
other Party.
5.17 Tax Consequences. Seller acknowledges and agrees that it shall bear any and all
responsibility, liability, costs, and expenses connected in any way with any tax consequences
experienced by Seller related to this Agreement or the purchase, sale or conveyance of the
Property pursuant to this Agreement.
5.18 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is
intended to confer any rights or remedies under or by reason of this Agreement on any Person
other than the Parties and their respective permitted successors and assigns, nor is anything in
this Agreement intended to relieve or discharge any obligation of any third-Person to any Party
or give any third-Person any right of subrogation or action over or against any Party.
5.19 Execution in Counterparts. This Agreement may be executed in multiple
counterpart originals, each of which shall be deemed to be an original, but all of which together
shall constitute one and the same document.
5.20 Entire Agreement.
5.20.1 Integrated Agreement. This Agreement includes [INSERT
NUMBER] pages and five (5) exhibits, that constitute the entire understanding and Agreement
of the Parties regarding the Property and the other subjects addressed in this Agreement. This
Agreement integrates all of the terms and conditions mentioned in this Agreement or incidental
to this Agreement, and supersedes all negotiations or previous agreements between the Parties
with respect to the Property and the other subjects addressed in this Agreement.
5.20.2 No Merger. None of the terms, covenants, restrictions, agreements or
conditions set forth in this Agreement shall be deemed to be merged with any deed conveying
ORANGE\SKLEINBERG\63657.2 28
DISCUSSION DRAFT NO. 1
[ 1
title to any portion of the Property, and this Agreement shall continue in full force and effect
before and after any such instruments, in accordance with its terms.
5.20.3 Waivers Must be in Writing. All waivers of the provisions of this
Agreement and all amendments to this Agreement must be in writing and signed by the
authorized representative(s) of both the Agency and Seller.
5.21 Exhibits. All of the Exhibits attached to this Agreement are described as follows:
5.21.1 Exhibit "A." Property Legal Description (Exhibit"A");
5.21.2 Exhibit"B." Form of Seller Official Action (Exhibit"B");
5.21.3 Exhibit "C." Form of Escrow Agent Consent (Exhibit "C"); and
5.21.4 Exhibit"D." Form of Grant Deed (Exhibit"D").
5.22 Time Declared to be of the Essence. As to the performance of any obligation
under this Agreement of which time is a component, the performance of such obligation within
the time specified is of the essence.
5.23 No Waiver. Failure to insist on any one occasion upon strict compliance with
any term, covenant, condition, restriction or agreement contained in this Agreement shall not be
deemed a waiver of such term, covenant, condition, restriction or agreement, nor shall any
waiver or relinquishment of any rights or powers under this Agreement, at any one time or more
times,be deemed a waiver or relinquishment of such right or power at any other time or times.
[Signatures on following page]
ORANGE\SKLEINBERG\63657.2 29
DISCUSSION DRAFT NO. 1
[ 1
SIGNATURE PAGE
TO
REAL PROPERTY PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
(229 S. Azusa Avenue)
IN WITNESS WHEREOF, the Agency and Seller have executed this Real Property
Purchase and Sale Agreement and Joint Escrow Instructions (229 S. Azusa Avenue) by and
through the signatures of their authorized representative(s) set forth below:
AGENCY: Seller:
Redevelopment Agency of the City of Lillie Rogers, as Trustee of the Clifton & Lillie
Azusa, a public body, corporate and politic Rogers Living Trust dated 1994 & the
Rogers Family Bypass Trust
By:
Name:
Its:
By:
Attest: Name:
Its:
By:
Agency Secretary
By:
Name:
Its:
APPROVED AS TO FORM:
Best Best& Krieger LLP
By:
Agency General Counsel
ORANGE\SKLEINBERG\63657.2 30
DISCUSSION DRAFT NO. 1
[ I
EXHIBIT "A"
TO
REAL PROPERTY PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
(229 S.Azusa Avenue)
PROPERTY LEGAL DESCRIPTION
[To be attached behind this cover page]
Exhibit"A"
Property Legal Description
ORANGE\SKLEIN BERG\63657.2
DISCUSSION DRAFT NO. 1
I
EXHIBIT "B"
TO
REAL PROPERTY PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
(229 S. Azusa Avenue)
FORM OF SELLER OFFICIAL ACTION
[To be attached behind this cover page]
Exhibit"B"
Form Of Seller Official Action
ORANGE\SKLEINBERG\63657.2
•
DISCUSSION DRAFT NO. 1
[ 1
EXHIBIT "C"
TO
REAL PROPERTY PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
(229 S. Azusa Avenue)
FORM OF ESCROW AGENT CONSENT
ESCROW AGENT CONSENT
Commerce Escrow accepts that certain Real Property Purchase and Sale Agreement and
Joint Escrow Instructions, dated , [ 1, by and between the
Redevelopment Agency of the City of Azusa, a public body, corporate and politic, and Lillie
Rogers, as Trustee of the Clifton & Lillie Rogers Living Trust dated 1994 & the Rogers
Family Bypass Trust, agrees to act as "Escrow Agent" pursuant to such agreement and agrees to
be bound by all provisions of such agreement applicable to it as the Escrow Agent.
ESCROW AGENT:
COMMERCE ESCROW
By:
Name:
Its:
Dated:
Notice Address:
1545 Wilshire Blvd., Suite 600
Los Angeles, CA 90017
Telephone: 213-353-4004
Facsimile: 213-484-0417
Attn:
Exhibit"C"
Form Of Escrow Agent Consent
ORANGE\SKLE[NBERG\63657.2
EXHIBIT "D"
TO
REAL PROPERTY PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
(229 S. Azusa Avenue)
FORM OF GRANT DEED
[To be attached following this cover page]
ORANGE\SKLEINBERG\63657.2
RECORDING REQUESTED BY:
Escrow No. and Order No.
WHEN RECORDED MAIL TO:
AND MAIL TAX STATEMENTS TO:
Redevelopment Agency of the City of Azusa
Attn: Executive Director
213 East Foothill Boulevard
Azusa, CA 91702
•
APN's 8614-014-056, 8614-014-057,8614-014-058 Exempt from Recording Fees per Govt.Code §27383
Exempt from Documentary Transfer Tax per Calif.Rev. &Tax. Code §11922
GRANT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
LILLIE ROGERS, as Trustee of the Clifton & Lillie Rogers Living Trust
dated 1994 & Rogers Family Bypass Trust dated
does hereby grant and convey to
REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, a public body,
corporate and politic
all that certain real property situated in the City of Azusa, County of Los Angeles, State of
California, described in EXHIBIT A attached hereto and incorporated herein by reference.
Dated:
LILLIE ROGERS
Dated:
ORANGE\SKLEINBERG\63657.2
NOTARY ACKNOWLEDGMENT
(California All-Purpose Acknowledgment)
State of California
County of Los Angeles
On before me, (insert name
and title of the officer here), 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 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
(Seal)
ATTACHED TO: GRANT DEED
[APN'S 8614-014-056, 8614-014-057 and 8614-014-058]
ORANGE\SKLEINBERG\63657.2
NOTARY ACKNOWLEDGMENT
(California All-Purpose Acknowledgment)
State of California
County of Los Angeles
On before me, (insert name
and title of the officer here), 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 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
(Seal)
ATTACHED TO: GRANT DEED
[APN'S 8614-014-056, 8614-014-057 and 8614-014-058]
ORANGE\SKLEINBERG\63657.2
EXHIBIT A TO
GRANT DEED
Legal Description of Property
ORANGE\S KLEINBERG\63657.2
REDEVELOPMENT AGENCY OF THE CITY OF AZUSA
CERTIFICATE OF ACCEPTANCE OF
GRANT DEED
[APN's 8614-014-056, 8614-014-057 and 8614-014-058]
This Certificate of Acceptance pertains to the interest in certain real property conveyed
by the Grant Deed dated 2009 to which this Certificate of Acceptance is
attached,
from: LILLIE ROGERS, as Trustee of the Clifton & Lillie Rogers Living Trust
dated 1994 & Rogers Family Bypass Trust dated
to: REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, a
public body, corporate and politic ("Grantee")
Said Grant Deed is hereby accepted by the undersigned officer on behalf of Grantee
pursuant to authority conferred by the Grantee's governing board, and Grantee hereby consents
to recordation of said Grant Deed.
Dated: REDEVELOPMENT AGENCY OF THE
CITY OF AZUSA, a public body, corporate
and politic,
By:
Francis Delach
Its: Executive Director
ATTEST:
Agency Secretary
ORANGE\SKLEINBERG\63657.2
TABLE OF CONTENTS
Page
ARTICLE 1 DEFINITIONS 1
1.1 Defined Terms 1
ARTICLE 2 CONVEYANCE OF PROPERTY 9
2.1 Escrow 9
2.2 Payment of Purchase Price 9
2.3 Title Approval 9
2.4 Due Diligence Investigations 10
2.5 Eminent Domain 11
2.6 Seller Covenants Regarding Maintenance of the Property. 11
2.7 Seller Waiver of Relocation Benefits. 12
2.8 Seller Representations and Warranties. 13
ARTICLE 3 JOINT ESCROW INSTRUCTIONS 14
3.1 Opening of Escrow 14
3.2 Escrow Agent Authority 14
3.3 Agency's Conditions to Close of Escrow 15
3.4 Seller's Conditions to Close of Escrow 16
3.5 Agency's Escrow Deposits 16
3.6 Seller's Escrow Deposits 17
3.7 Closing Procedure 17
3.8 Close of Escrow 18
3.9 Withholding Requirements 18
3.10 Taxes and Prorations 19
3.11 Possession; Risk of Loss 19
3.12 Escrow Closing Costs, Taxes and Title Policy Premium 19
3.13 Escrow Cancellation Charges 19
3.14 Escrow Cancellation 19
3.15 Escrow Notices 20
ARTICLE 4 REMEDIES AND INDEMNITY 20
4.1 PRE-CLOSING LIQUIDATED DAMAGES TO SELLER 20
4.2 Seller Event of Default Remedies of Agency 21
ORANGE\SKLEINBERG\63657.2 -1-
TABLE OF CONTENTS
(continued)
Page
4.3 Legal Actions 21
4.4 Rights and Remedies are Cumulative 21
4.5 Indemnification. 21
4.6 Indemnification Procedures 22
ARTICLE 5 GENERAL PROVISIONS 23
5.1 Incorporation of Recitals 23
5.2 City Not a Party 23
5.3 Executive Director Implementation 23
5.4 Notices, Demands and Communications Between the Parties 23
5.5 Warranty Against Payment of Consideration for Agreement 24
5.6 Relationship of Parties 24
5.7 Survival of Agreement 24
5.8 Non-liability of Officials, Employees and Agents 24
5.9 Calculation of Time Periods 24
5.10 Principles of Interpretation 25
5.11 Governing Law 25
5.12 Agency Attorney Fees and Costs 25
5.13 Unavoidable Delay; Extension of Time of Performance 25
5.14 Real Estate Commissions 26
5.15 Binding on Successors and Assigns 26
5.16 No Other Representations or Warranties 26
5.17 Tax Consequences 27
5.18 No Third-Party Beneficiaries 27
5.19 Execution in Counterparts 27
5.20 Entire Agreement 27
5.21 Exhibits 27
5.22 Time Declared to be of the Essence 27
5.23 No Waiver 28
EXHIBIT "A"—PROPERTY LEGAL DESCRIPTION
EXHIBIT "B"—FORM OF SELLER OFFICIAL ACTION
ORANGE\SKLEINBERG\63657.2 -11-
TABLE OF CONTENTS
(continued)
Page
EXHIBIT "C"—FORM OF ESCROW AGENT CONSENT
EXHIBIT "D"—FORM OF GRANT DEED
ORANGE\SKLEINBERG\63657.2 -ll1-
Ff.
/ " " uiiuiSvarf
_ T
AZUSA-
AGENCY AGENDA ITEM
TO: HONORABLE CHAIRPERSON AND MEMBERS OF THE AGENCY BOARD
FROM: KURT CHRISTIANSEN, DIRECTOR OF ECONOMIC AND COMMUNITY
DEVELOPMENT
VIA: F.M. DELACH, EXECUTIVE DIRECTOI�/ 1
DATE: DECEMBER 21, 2009
SUBJECT: REQUEST FOR QUALIFICATION (RFQ) TO DEVELOP AND OPERATE
AFFORDABLE HOUSING PROJECTS
RECOMMENDATION
It is recommended that the Agency Board approve the attached Request for Qualification to
Develop and Operate Affordable Housing Projects ("RFQ") and authorize the Executive
Director to circulate said RFQ to for-profit and non-profit housing producers.
BACKGROUND
The California Community Redevelopment Law ("CCRL") requires redevelopment agencies to
deposit 20% of its annual gross tax increment revenue into a Low and Moderate Income Housing
Fund ("LMI Housing Fund") for projects that create and preserve affordable housing in the
community. These affordable units must address any inclusionary housing requirements derived
from new construction in the Project Area as well as contribute to the City's regional housing
allocation.
Over the last several years, the Azusa Redevelopment Agency has utilized its LMI Housing Fund
for a variety of projects and programs including:
• Assist private developers with the construction of new affordable units.
• Create opportunities for home ownership through a Down Payment Assistance Program.
• Stem neighborhood blight through Housing Rehabilitation grants.
Generally speaking, the recipient of any Agency financial assistance must record covenants that
run with the land guaranteeing that either the rental unit(s) or owner-occupied unit(s) produced
will remain affordable for the longest period possible.
REQUEST FOR QUALIFICATIONS
During the next five years,the Agency will be evaluating a number of development opportunities
to create new affordable housing throughout the Project Area. It will be important to recruit
private-sector development partners that can bring to these projects experience and expertise in
the areas of construction, marketing, operations and maintenance, and financing.
Staff has prepared the attached RFQ to evaluate potential housing producers that may be
interested in working with the Agency on these projects. It is proposed that respondents be
evaluated on their ability to implement creative design, management and financial solutions to
the Agency's housing opportunities. The highest scoring developers would then be placed on a
"pre-qualification" list and would be sent any formal Requests for Proposal for specific Agency
projects.
FISCAL IMPACT
The minimal costs associated with the issuance of this RFQ will be limited to postage and staff
time to evaluate developer Statements of Qualifications.
Attachments
1. Request for Qualification to Develop and Operate Affordable Housing Projects ("RFQ")
CITY OF AZUSA
Redevelopment Agency
AZUSA
REQUEST FOR QUALIFICATIONS (RFQ) TO
DEVELOP AND OPERATE AFFORDABLE
HOUSING PROJECT(S)
I. INTRODUCTION
In order to promote the development and preservation of affordable housing, the
Redevelopment Agency of the City of Azusa ("Agency") has prepared this Request
for Qualifications ("RFQ") to solicit interest from potential development partners for
the construction and/or rehabilitation of rental and owner-occupied housing for
very-low, low-, and moderate-income families. To date, the Agency has
endeavored to meet its affordable housing obligations through a combination of
direct assistance to developers, the purchase of affordability covenants, the
rehabilitation of existing housing stock, the funding of first time homebuyer
programs, and the acquisition of real property for future housing projects. The
Agency now seeks to partner with a private housing producer to evaluate
development and funding opportunities in the City of Azusa.
The purpose of this RFQ is not to seek input or proposals on any particular project.
Rather, the intent is to pre-qualify potential development partners that meet the
Agency's criteria and can best help the Agency utilize available assets and
resources to meet its long-term affordable housing objectives. Once viable
projects are identified, the Agency will issue a formal Request for Proposal (RFP)
to these development entities which would then submit specific plans for the
design, financing, construction, operation, and maintenance of the proposed
project(s).
II. SUMMARY
The Agency is interested in exploring opportunities to utilize its existing assets and
developing new resources to provide both rental and owner-occupied affordable
housing for families and senior citizens. The projects to be developed will reflect
the following general characteristics:
• The housing units provided shall reflect a mix of very low-, low-, and
moderate-income levels, as defined by the State Department of Housing
and Community Development for the County of Los Angeles.
• They shall carry appropriate covenants/restrictions providing for affordability
for the time periods established by law(i.e., 55 years for rental projects,45
years for owner-occupied projects).
• They shall be designed and constructed in such a manner to satisfy both
inclusionary housing requirements established by California Community
Redevelopment Law (CCRL) and the City's regional housing allocation
(RHNA).
• They shall be constructed in a manner that enhances the surrounding
neighborhood.
• Rental projects shall provide for long-term property management and
control.
• They shall be funded through a combination of Agency resources, outside
grants and/or loans,and developer equity.
The goal of the Agency is to eventually select an experienced developer for its
affordable housing projects that has demonstrated superior technical and financial
capabilities and that has the ability to work in the community to address on-going
needs.
The Azusa Redevelopment Agency is committed to non-discrimination and equal
opportunity. No person will be discriminated against on the grounds of race, color,
sex, religion, national origin, ancestry, age, marital status, physical or mental
disability,or sexual orientation.
III.CITY OVERVIEW AND DEMOGRAPHICS
The City of Azusa, known as the"Canyon City," lies at the foot of the San Gabriel
Mountains in Los Angeles County.The City was founded in 1887 and incorporated
as a general law city on December 29, 1898. Beginning with a population of 865 in
1899, Azusa grew from 29,380 residents in 1980 to 44,712 residents in 2000, an
increase of 52.2 percent. Since 1990, however, population growth has been
relatively moderate, reflecting both the economic recession of the early to mid
1990s, and the limited availability of land remaining for residential development in
a mostly built-out community. The California State Department of Finance
estimated that Azusa's population as of January 1,2009 was 48,932, representing
a 9 percent increase since 2000.
Among the San Gabriel Valley foothill communities, Azusa has long supplied a
disproportionate amount of affordable housing. As a result, among foothill cities,
Azusa has had the lowest rate of home ownership, lowest median housing sales
price, and the highest rates of overcrowding and substandard housing. These
factors also contributed to a decline in retail economic activity, as surrounding
cities aggressively pursued sales tax revenue drawn by their stronger buying
power. As a result, many older neighborhoods in Azusa went into decline, with
property values and reinvestment falling and rental turn-over increasing. This
situation has also resulted in a corresponding increase in crime.
During recent decades, Azusa's demographics have changed. The Hispanic
population continues to grow in the City, from 53 percent in 1990 to nearly 65
percent in 2000. In 1999, minorities represented 87 percent of the student
population within the Azusa Unified School District, compared to 81 percent of
students in the County. The population also became younger, as the percentage
of children under 18 counted in the 2000 Census rose to nearly one-third (31
percent) of the City's total population. This has increased the pressure on older
housing, neighborhoods and schools to provide a safe and healthy environment
for families.
IV. HOUSING OVERVIEW
The lack of affordable housing in the eastern San Gabriel Valley has also
exacerbated the squeeze on Azusa's housing, as rents have risen without
substantial reinvestment due to the regional housing shortage. Because
substantial residential growth occurred in the 1950s and 1960s, over 50 percent of
the housing stock in the City is 30 years or older, the age when most homes begin
to require major repairs. Recognizing this as an important housing concern, the
City has become a leader in promoting neighborhood improvements through a
pioneering rental inspection program, neighborhood code enforcement and
provision of home improvement/rehabilitation assistance. Continuation and
expansion of these programs is necessary, as a growing share of the housing
stock requires improvement or rehabilitation.
Of the 13,500 housing units in the City, 59 percent are single-family homes, 37
percent are multifamily units, and 4 percent are mobile homes and trailers.
Housing costs in Azusa are lower than neighboring cities. In 2000, the median
price of a single-family home was about $150,000. Housing prices peaked in 2006
in Azusa, with a median sale price of $429,500. In September 2008, the City's
median home price had declined to $270,000, reflecting national trends associated
with the mortgage meltdown. Home sales prices are generally in the moderate
income range, while recently developed and currently planned new single-family
developments in Azusa Canyon will provide a greater stock available within the
City to middle- and upper-income households.
In 2000, monthly rent for a two-bedroom apartment unit ranged from $869 to $982
in the larger complexes with a high level of amenities. In 2008, rents for a two-
bedroom apartment ranged from $950 to $1,685. While much of the City's rental
housing is in smaller complexes and rents, especially in smaller units, are at levels
affordable to low-income households, the larger complexes are geared towards
moderate-income renters.
Despite comparatively lower housing prices and rents (due to the generally lower
incomes of existing residents), many households still face a housing cost burden.
In particular, over 36 percent of renter households in Azusa are overpaying and
may have to double up with other families to afford rents, which in turn contributes
to overcrowding (39 percent of rental units in Azusa are overcrowded).
V. RFQ SUBMISSION REQUIREMENTS
Responses to this Request for Qualifications should contain the following
elements:
1. Cover Letter. The response shall include the name, address, e-mail address,
telephone and facsimile number of the primary contact person, and/or the
person who will be authorized to represent and sign on behalf of the
Developer.
2. Summary of Experience and Qualifications: The response shall provide
evidence of the Developer's relevant experience with affordable rental housing
and shall, at a minimum, describe the following:
• Experience working with local government (cities, counties and/or
redevelopment agencies) in developing and financing affordable
housing projects. Such a description shall include a list of local
government agencies the developer has worked with, the type of
project(s) done, and the dates the project(s) were completed.
• Experience in property entitlement, CUP process, development, and
construction management.
• Knowledge and experience in developing project financing.
• Experience in past community outreach efforts.
• Experience in marketing, leasing, managing, and operating affordable
rental housing (including senior housing projects).
• Experience in qualifying tenants, and conducting income recertifications.
3. Financial Capacity: Include the most recent audited financial statement for the
developer and other proposed affiliated organizations.
4. Identification of Key Staff Members: Provide a list of all personnel to be
assigned to the project, including their past project experience, qualifications
and résumés. Provide a list and description of all applicable licenses,
credentials, and certificates of professional training, and familiarity in working
with Federal, State, or local governmental agencies involved in this type of
project.
5. References: Provide a minimum of three (3) public sector references
(preferably cities and/or redevelopment agencies). Each of these references
must be prepared to discuss the developer's ability to take a project from
design to construction and to develop alternative funding sources. Include the
name of the agency along with the contact name, title, and telephone number.
The Agency places emphasis on completeness and clarity of the responses, which
should include sufficient detail to allow for accurate evaluation. Omission of any of
the above requested information, or misleading and incomplete information may
be grounds for rejection.
VI. SELECTION PROCESS AND CRITERIA
Agency staff will review and evaluate all complete Statements of Qualifications
received by the closing date in accordance with the criteria and procedures
identified in this RFQ. The inclusion of a Developer on the Agency's pre-
qualification list will be based on the quality of the responses, including
thoroughness and applicability to the requirements of this RFQ. The Agency may,
at its option, request additional information, clarification of information, or
interviews with Developers before final selections are made.
Statements of Qualifications will be evaluated on a scale of up to 100 points. The
following criteria will be used to assess the Developer's qualifications:
1. Development Experience (20 points): Developer's previous experience
working with local government agencies developing affordable rental housing,
including property entitlements, development, and construction.
2. Management Experience (20 points): Developer's experience in property
management, marketing, leasing, operating, and maintaining affordable
housing projects.
3. Community Outreach Experience (10 points): Developer's experience in
gaining community support for similar projects.
4. Project Financing Experience (20 points): Developer's knowledge of and
experience with creative financing of affordable housing projects.
5. Financial Capability (20 Points): Developer's access to funding resources
and its ability to secure financing and maintain adequate working capital.
6. Organization Scope of Services (10 points): The degree to which the
developer can provide full service towards any selected project (i.e., planning,
architectural, financing, project management, property management property
maintenance, etc.)
Based on its review of Statements of Qualifications, Agency staff may require
finalists to make a presentation. However, placement on the pre-qualification list
may be made without a presentation or further discussion. Any decision to include
a developer on the Agency's pre-qualification list will be at the sole discretion of
the Executive Director of the Azusa Redevelopment Agency.
VII. SUBMISSION PROCESS
Developers desiring to respond to this RFQ shall submit three (3) copies of the
Statements of Qualifications, in a sealed enveloped marked "RFQ to Develop and
Operate Affordable Housing Project(s)" prior to the closing date of Thursday,
January 28, 2010, at 5:00 pm. All late submittals will be rejected and returned
unopened.
Statements of Qualifications shall be delivered to:
Azusa Redevelopment Agency
213 East Foothill Blvd.
Azusa CA 91702-1395
Attn: Director of Economic & Community Development
It is the sole responsibility of the Developer to ensure that the proposal is delivered
before the closing date, at the above address. No oral, telegraphic, electronic,
facsimile, or telephonic proposals or modifications will be considered. The Agency
is not responsible for deliveries made to any place other than the specified
address.
By submitting Statements of Qualifications, the Developer represents that it has
thoroughly examined the requirements of this RFQ, and that it is capable of
performing said tasks and functions.
VIII. WAIVER OF RIGHTS
By submitting a response to this RFQ, the Developer waives all rights to seek legal
remedies regarding any aspects of the RFQ and the Agency's selection process.
In consideration of the compensation and other benefits derived from any contract
that may be entered into with the Agency, the Developer shall agree to indemnify
and hold the Agency harmless from claims or losses arising from, or in connection
with, all work relating to the Project. In addition, the Developer shall be expected to
indemnify the Agency, officers, employees, or agents and hold said personnel
harmless from any and all claims, liabilities, obligations, and causes of action of
whatever find or nature for injury to, or the death of any persons or the damage or
destruction of property during the term of the contract.
If you have any questions concerning this Request for Qualifications, please
contact Ms. Sandra Benavides, Redevelopment Project Manager, at (626) 812-
5100 or at sbenavides@ci.azusa.ca.us.
dr
Cr 1051111*,
fill"'
y� "y
yam'..
Uliel
AGENCY CONSENT ITEM
TO: THE HONORABLE CHAIRPERSON AND AGENCY MEMBERS
FROM: KURT E. CHRISTIANSEN, ECONOMIC AND COMMUNITY DEVELOPMENT
DIRECTOR
VIA: F.M. DELACH, EXECUTIVE DIRECTOR
/1'W
DATE: DECEMBER 21 , 2009
SUBJECT: LICENSE AGREEMENT WITH THE WHITING-TURNER CONTRACTING
COMPANY FOR USE OF AGENCY-OWNED PROPERTY LOCATED AT 812
N. AZUSA/801 N. ALAMEDA (FORMERLY JOHNNY'S TOWING)
RECOMMENDATION
It is recommended that the Agency Members approve the License Agreement with Whiting-
Turner Contracting Company and authorize the Executive Director to execute the License
Agreement.
BACKGROUND
The Target Corporation has hired The Whiting-Turner Contracting Company, Inc. ("Whiting")
to build their new Target store on Azusa Avenue and 9th Street. In order to centralize their
essential staff and better coordinate the construction project, Whiting has requested renting the
Redevelopment Agency-owned property located at 812 N. Azusa Ave./801 N. Alameda Ave.,
formerly Johnny's Towing. The property would be used by Whiting for a temporary office,
conference room, and staff parking. The property would not be used for storage of heavy
equipment or construction materials. Attachment 1 is a request from Whiting to use the subject
property.
Property Description
The property is located across the street from the proposed Target Store site, at 812 N.
Azusa/801 N. Alameda. The property is fenced, secure, has a small office available for a
conference room or office, and available on-site parking. Total building space for both buildings
is 6,160 sf, and total lot size is 62,500 sf. The property site is detailed in the License Agreement.
1
Licensee Fee and Term
Staff has reviewed commercial rental rates for vacant land, and the proposed temporary use of
this site, and concluded that a fee of $500/month is a fair usage fee. The term of the License
Agreement will begin immediately pending Agency Board approval, and will end April 30,
2010, with renewal privileges through October 31, 2010, upon written request and agreement by
both parties.
FISCAL IMPACT
The Agency will earn a minimum of$2,000, available for its current operating expenses.
Attachments:
1. Letter of Request
2. License Agreement
2
G.W.C.WHITING WILLARD HACKERMAN
(1883-1974) PRESIDENT AND CEO
FOUNDED 1909
THE WHITING-TURNER CONTRACTING COMPANY
(INCORPORATED)
CONSTRUCTION MANAGEMENT ENGINEERS AND CONTRACTORS
INSTITUTIONAL
GENERAL CONTRACTING 3 Corporate Park,Suite 100 DATA CENTERS
DESIGN-BUILD Irvine,California.92606 SPORTS AND ENTERTAINMENT
SPECIALTY CONTRACTING 949-863-0800 INDUSTRIAL
OFFICE/HEADQUARTERS WAREHOUSE/DISTRIBUTION
RETAIL/SHOPPING CENTERS Fax:949-863-0864 MULTI-FAMILY RESIDENTIAL
HEALTHCARE www.whiting-turner.com ENVIRONMENTAL
BID-TECH/PHARMACEUTICAL BRIDGES,CONCRETE
HIGH-TECH/CLEANROOM
December 15, 2009
CITY OF AZUSA
213 E. Foothill Blvd.,
Azusa, CA 91702-1395
Attention: Sandra Benavides
Project Manager— Economic& Community Development Department
Reference: Johnny's Towing Property
Dear Sandra,
Thank you for getting back to me so quickly. As we discussed, we are interested in renting the
Johnny's Towing property across the street from the upcoming Target construction project. The
intended use of the facility and property is for office staffing and conference room, as well as parking
for the same office staff during construction of the Target store.
Please contact me at (949) 863-0800 should you have any questions or require any additional
information. I look forward to hearing from you in near future.
Very truly yours,
THE WHITING-TURNER CONTRACTING COMPANY
Benigno B. Franco
Project Manager
HEADQUARTERS:BALTIMORE,MARYLAND WT OFFICES NATIONWIDE
LICENSE AGREEMENT
This License Agreement("Agreement") is entered into this day of ,2009 by
and between the REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, a public body,
corporate and politic ("Licensor") and THE WHITING-TURNER CONTRACTING COMPANY
("Licensee"); as used herein, the term Licensee includes the employees agents and contractors of
Licensee.
RECITALS
A. Licensor is the owner of real property more particularly described in Exhibit "A",
Legal Description (the"Property"), attached hereto and incorporated herein by reference.
B. Licensee desires to obtain permission to gain access to the Property to use it for a
temporary office, conference room, and staff parking. The Licensee and its agents may access the
Property, as illustrated in Exhibit "B" Site Map ("Property"), no earlier than the date of this
Agreement,and subject to this Agreement having been fully executed by all parties and all insurance
submittals completed and received by Licensor.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. License and Use of Property. Licensor hereby grants Licensee,its employees,agents,
contractors,representatives and nominees a revocable license and the right to enter onto the Property
in order to use it for a temporary office,conference room, and staff parking in conjunction with the
construction of the Target Store at Azusa Avenue and 9th Street. The License Agreement shall
terminate on April 30, 2010, with a renewal option to extend the Agreement through October 31,
2010, upon written request and agreement by both parties..
While this Agreement is in effect, Licensee is responsible for the following:
a. Licensee shall pay the Redevelopment Agency of the City of Azusa a license
fee of Five Hundred Dollars and No/100($500.00)monthly on or before the
1st day of each month. Late fees of$25.00 will be due and payable for each
late monthly payment received after the 10th day of each month.
b. Licensee will use the property only for those uses described in this Section 1.
c. The Licensee will be responsible for any security,utilities, trash collection,
maintenance, or any other services necessary to maintain the site for the
Licensee's use of the property.
2. Term and Condition of Property. This Agreement shall be effective on no earlier than
the date of this Agreement, and subject to this Agreement having been fully executed by all parties
and all insurance submittals completed and received by Licensor; and shall expire,if not terminated
C.\DOCUMENTS AND SETTINGS\AZUSAUSERI\DESKTOP\LICENSEAGT WHITINGTURNER 1209.DCC
sooner, in accordance with this section, on April 30, 2010. Licensee has the option to extend this
Agreement through October 31,2010,upon written request from the Licensee and agreement by the
Licensor. Licensor shall have the right to immediately terminate this Agreement if Licensee violates
any provision of this Agreement. Licensor's termination of this Agreement shall be effective upon
giving Licensee written notice of termination.
3. Development Rights. The approval of this License Agreement shall not
independently confer development rights or create any long term rights to use, occupy or buy the
Property.
4. Licenses,Permits,and Approvals. Prior to entering onto the Property,Licensee shall
have obtained all licenses, permits, and approvals which are required by the City of Azusa, the
County of Los Angeles, or any other entity having jurisdiction.
This Agreement shall not be effective until the above approvals have been secured.
5. Indemnification. With respect to Licensee's entry as provided for herein, Licensee
shall: (i) defend, indemnify and hold Licensor and the City of Azusa, the Azusa Redevelopment
Agency of the City of Azusa, and their officers,officials,employees and agents harmless from and
against any and all actual or alleged losses, costs (including reasonable attorneys' fees and actual
litigation costs),damages,actions or expenses arising out of the Licensee's use of the Property. This
Section 5 shall survive the expiration or termination of this Agreement.
6. Hazardous Materials Indemnity. Licensee agrees to indemnify, defend and hold
Licensor and its elected and appointed officials,employees and agents harmless from and against all
claims, demands, causes of action, damages,judgments, costs, expenses and fees for injury to or
death of persons or loss or damage to property arising by reason of the use, generation, storage or
disposal of hazardous materials by Licensee on the Property resulting from the activities
contemplated by this agreement and the cost of any required or necessary repair, cleanup or
detoxification to the full extent that such liability is attributable,directly or indirectly,to the presence
or use, generation, storage, release, threatened release, or disposal of hazardous materials by
Licensee on the Property. For the purpose of this provision, "hazardous materials" shall include,
without limitation, substances defined as"Hazardous Substances,""Hazardous Materials,""Toxic
Substances,""Hazardous Waste,""Extremely Hazardous Waste,"or"Restricted Hazardous Waste,"
or stated to be known to cause cancer or reproductive toxicity, under the Comprehensive
Environment Response, Compensation and Liability Act of 1980, amended, 42 U.P.S.C. Sections
9601,et seq.; the Hazardous Materials Transportation Act, 49 U.P.S.C. Section 1801, et seq.; the
Resource Conservation and Recovery Act,41 U.S.C. Section 6901,et seq.;Federal Water Pollution
Control Act, 33 U.S.C., Sections 1317, et seq.; Section 25115, 25117, 25112.7, 25140, 25249.5,
25249.8, 25281, 25316, or 25501 of the California Health and Safety Code; or any substances so
defined or stated in any of the regulations adopted and publications promulgated pursuant to said
laws and they may be amended from time to time.
C:\DOCUMENTS AND SETTINGS\AZUSAUSERI\DESKTOP\LICENSEAGT_WHITINGTURNER_1209.DOC
7. Insurance.
7.1 Licensee shall obtain, at Licensee's sole cost and expense, and keep in full
force and effect, during the Term, a policy of comprehensive general liability insurance or
commercial general liability insurance under which Licensee is named as the insured and Licensor is
named by endorsement as an additional insured but only as respect to claims against them arising out
of the acts or omissions of Licensee or Licensee's use of the Property. Such policy shall contain(a)a
contractual liability endorsement,(b)a provision that,for all claims,accidents,injuries and damages
occurring in or about the Property,provides primary coverage without contribution from any other
insurance carried by or for the benefit of Licensor,(c)the policy shall be non-cancelable with respect
to Licensor and (d) the amount thereof shall not be reduced unless thirty(30) days' written notice
shall have been given to Licensor by certified mail, return receipt requested, which notice shall
contain the policy number and the names of the insured and additional insureds. The minimum
limits of liability shall be a combined single limit with respect to each occurrence in an amount of
not less than$2,000,000 for injury(or death)or damage to property arising from any one occurrence
(which$2,000,000 limit shall apply separately at the Property)and$2,000,000 for the aggregate of
all occurrences at all locations within each policy year. All insurance required to be carried by
Licensee pursuant to the terms of this Agreement shall be effected under valid and enforceable
policies issued by reputable and independent insurers permitted to do business in the State of
California, and rated in Best's Insurance Guide, or any successor thereto (or if there be none, an
organization having a national reputation)as having a"Best's Rating"of"A"and a"Financial Size
Category" of at lease "X" or if such ratings are not then in effect, the equivalent thereof. The
Licensee shall cause the policy(ies)to be endorsed to name the Redevelopment Agency of the City of
Azusa, and the City of Azusa as insureds.
7.2 Licensee shall procure an appropriate clause in, or endorsement on, any
insurance policy(ies) covering the Property pursuant to which the insurance companies waive
subrogation or consent to a waiver of right of recovery consistent with the release, discharge,
exoneration and covenants not to sue contained herein and in Section 8.5.
7.3 On or prior to Licensee's entry onto the Property, Licensee shall deliver to
Licensor appropriate endorsements to the policies of insurance required to be carried pursuant to
Section 7, including evidence of waivers of subrogation as required pursuant to Section 7.2.
Evidence of each renewal or replacement of a policy shall be delivered by Licensee to Licensor not
less than twenty(20)days before the expiration of the insurance policy then in effect. Licensee may
maintain the insurance required under this Section 7 under blanket or umbrella policies, as
applicable,issued to Licensee covering other properties owned or leased by Licensee;provided that
the policies otherwise comply with this Section 7 and allocate to the Property the coverage specified
by this Section 7, without possibility of reduction or coinsurance by reason of, or damage to, any
other properties named therein, and if the insurance required by this Section 7 shall be effected by
any such blanket or umbrella policies,Licensee shall furnish to Licensor certified copies or duplicate
originals of such policies in place of the originals, with schedules thereto attached showing the
amount of insurance afforded by such policies applicable to the Property.
C:\DOCUMENTS AND SETTINGS\AZUSAUSERI\DESKTOP\LICENSEAGT WHITINGTURNER I209.DOC
7.4 From time to time upon request of Licensor,Licensee shall deliver to Licensor
evidence that Licensee is carrying insurance required to be carried pursuant to this Section 7,
including evidence of waivers of subrogation as required pursuant to Section 7.2.
7.5 Notwithstanding anything herein to the contrary,Licensee waives all rights of
recovery,claims, actions or causes of action,against Licensor,and its officers,officials,employees
and agents, (collectively, "Affiliates"), for any loss or damage to persons or property, (including,
without implied limitation, wrongful death) during the term of this Agreement. Licensee hereby
acknowledges that it has read and is familiar with the provisions of California Civil Code Section
1542 ("Section 1542"), which is set forth below:
"A general release does not extend to claims which the creditor does not
know or suspect to exist in his favor at the time of executing the release,
which if known by him must have materially affected his settlement with the
debtor."
By initialing below, Licensee hereby waives the provisions of Section 1542
solely in connection with the matters which are the subject of the foregoing waivers and releases:
Licensee's Initials
8. Notices. All notices permitted or required under this Agreement shall be given to the
respective parties at the following address or at such other address as the respective parties may
provide in writing for this purpose:
Licensor: Redevelopment Agency of the City of Azusa
213 East Foothill Boulevard
Azusa, CA 91702
Attention: F.M. Delach, Executive Director
Licensee: The Whiting-Turner Contracting Company, Inc.
3 Corporate Park, Suite 100
Irvine, CA 92606
Attention: Benigno B. Franco, Project Manager
9. Attorneys' Fees. In any action between Licensee and Licensor seeking enforcement
of any of the terms and provisions of this Agreement or a declaration as to the meaning hereof,or in
connection with the Property, the prevailing party in such action shall be awarded, in addition to
damages, injunctive or other relief, its reasonable costs and expenses, not limited to taxable costs,
reasonable attorneys' fees and reasonable fees of expert witnesses.
10. Binding Effect. This Agreement shall be binding upon an inure to the benefit of the
C:\DOCUMENTS AND SETTINGS\AZUSAUSER I\DESKTOP\LICENSEAGT_WHITINGTURNER_I209.DOC
parties hereto and their permitted successors and assigns.
11. Entire Agreement;Amendments. This Agreement contains all of the agreements of
the parties hereto with respect to the matters contained herein and all prior or contemporaneous
agreements or understandings,oral or written,pertaining to any such matters are merged herein and
shall not be effective for any purpose. No provision of this Agreement may be amended or added to
except by an Agreement in writing signed by the parties hereto or their respective successors in
interest and expressly stating that it is an amendment of this Agreement.
12. Further Assurances Each of the parties hereto shall execute and deliver any and all
additional papers, documents and other assurances, and shall do any and all acts and things
reasonably necessary in connection with the performance of their obligations hereunder and to carry
out the intent and agreements of the parties hereto.
13. Third Party Beneficiaries. The City of Azusa shall be deemed an intended third party
beneficiary of this Agreement. There are no other third parties intended to be beneficiaries of any
obligation or right assumed by the Parties under this Agreement.
14. Counterparts. This Agreement may be executed in counterparts and when so
executed by both parties, each such counterpart will constitute an original document and both such
counterparts will constitute one and the same agreement.
IN WITNESS WHEREOF,the parties have executed this Agreement as of the date and year
first written above.
(SIGNATURES ON FOLLOWING PAGE)
•
C:\DOCUMENTS AND SETTINGS\AZUSAUSERI\DESKTOP\LICENSEAGT WHITINGTURNER 1209.DOC
REDEVELOPMENT AGENCY OF THE THE WHITING-TURNER
CONTRACTING COMPANY, INC.
CITY OF AZUSA
By: By:
F. M. Delach Name:
Executive Director Title:
Attest:
Vera, Mendoza
Agency Secretary
Approved as to Form:
Best Best &Krieger LLP
City Attorney
C:\DOCUMENTS AND SETTINGS\AZUSAUSERI\DESKTOP\LICENSEAGT_WHITINGTURNER 1209.DOC
EXHIBIT "A"
LEGAL DESCRIPTION
PARCEL I:
LOT(S) 5, 6, 7, 5, 9. 10, 11. 12 AND 13 IN BLOCK 20, OF THE
TO' NSITE .AZI.151N, N 1HE CITY OF AZUSA, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDLD IN
BOOK 15 PAGES) 93 TO 96 INCLUSIVE OF MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COLIN FY.
EXCEPT "ITIEREFROM THAT PORTION OF SAID LOT
SUBSURFACE OIL, GAS AND MINERALS LYING MORE THAN 500 FEET
BELOW THE SURFACE OF SAID PROPERTY, BUT WITHOUT ANY
RIGHT OF SURFACE ENTRY. AS RESERVED IN THE DEED DA FEI) JULY
13, 1967 FROM SOUTHERN PACIFIC COMPANY, A DELAWARE
CoRPORATION, TO MARY C. SI IEL„T(jN, RECORDED AUGUST 22 1%7
IN 1300K 1)3743 PAGE 136, NSTRUMENT NO. 1028, OFFICIAL RECORDS
PART OE 'ME RANCHO AZUSA, AS FINAI.,LY CONFIRMED TO HENRY
DALTON, AS PER MAP RECORDED IN BOOK '7, PAGES 10() AND 107
OF PATENTE
S, RI OF 1,0S ANGELES CO-1:NI Y IN 1.HE OFFICE
OF THE COUNTY RECORDER OF SAID COUNTY. AND Al SO T11 \
PORTION OF A VACATE!) ALLEY TO THE WEST OF LOT 13 IN
BLOCK 2' OF THE '1OWNS1TE OF AZUSA, AS PLR MAP RECORDED IN
BOOK 15PAGES 93 TO 96, INCLUSIVE OF MISCELLANEOUS RECORDS
OF SAID 'COUNTY DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHEAST CORNER OF SAID LOT 13; THENCE
SOUTHER! '`,'" ALONG THE WEST LINE OF AL M1 AVENUEq 1 Or..
11.E'l WIDE:), A DISTANCE OF 50.00 FEF MORE OR LESS To THE
NORTH LINE OF THE LAND REFERRED TO AS FOF-WAY AND
DEPOT ( ROUNDS CONV17YED BY DEED TO "VHF SOUTHERN
CALIFORNIA RAILWAY COMPANY, RI CORI)ED IN BOOK 6'34, PACE
181 , OF DEEDS; THENCE WES I ERLY ALONG SAIL) NOP Ii LINE 1.0
THE INTERSECTION THEREOF, WITH THE SOUTHERLY
PROLONGATION OF 'THE CENTER LINE 01 1111 ALLEY 120 FEET
WIDE) ADJOINING SAID LOT 13, ON flIE WES I AS SI IOWON SAID
MAP; THENCE NOR i'llERLY ALONG SAE.) SOUTFIERLY
PROLONGATION AND THE CENTERLINE OF SAID ALLEY, TO "IHE
EASTERLY EXTENSION OF THE NORTH IAN& OF LOT 39 OF SAID
BLOCK ...\ND TRACT, THENCE EASTERLY ALONG TEE EASTERLY
EX FENSION OF THE NORTI3 LINE OF LOT ") TO THE wrsT I IN
UI LOT 13 OF SAID BLOCK. AND TRACT; THENCE SOL l'HERI,
ALONG THE WEST LINE OF SAID LOT 13, TO THE SOUTHERL
OF LOT 1".1 TO TI IF POINT OF 11,,GINNINCi,
PARCEL 2:
LOT(S) 37, 38, 39 AND 40 OF BLOCK 20 OF MAP OF AZUSA, IN TIlL
CITY OF AZUSA, COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN 1300K 15 PAi....11.11S) 93
TO 96 INCLUSIVE OF MISCELLANEOUS RECORDS, IN THE OFFICE
OF rHE COUNTY RECORDER OF SAID COUNTY, ALSO A STRIP OF
LAND DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOLI liWEST CORNER OF SAID LU]' 40:
THENCE ALONG AZUSA AVENUE, SOUTH 50,00 FEET, MORE OR
EXHIBIT "A"
LEGAL DESCRIPTION
LESS TO THE NORTHERLY LINE OF LAND REFERRED TO AS
RIGHT OF WAY AND DEPOT GROUNDS, CONVEYED BY DEED TO
TI-1E SOUTHERN CALIFORNIA RAILWAY COMPANY, RECORDED IN
BOOK 634 PAGE(S) 181 OF DEEDS,; THENCE EASTERLY ,NLONG
SAID NORTHERLY LINE TO IIIE SOUTHERLY PROLONGATION OF
THE.: CENTERLINE OF THE ALLEY, (20 FEET WIDE), ADJOININCi
SAID LOTS ON *WE EAST AS SHONVN ON SAID MAP "IIIENCF
NORTHERLY Al.(1)NG SIM 1. PROLONCJAION, 50,00
FEET, MORE OR LESS, TO "rfIE SOUTHERLY LINE OF SAID fILOCK
20: TfiENCE WESTERLY .ALONG SAM SOUTHERLY LINE TO TIIIE
POINT OF BEGINNING,
THAT PORTION OF THAT CERTAIN NORTH/ SOUTH ALLEY, 20
FEET WIDE AS SHOWN O MAP OF AZUSA IN THE CITY OF
AZUSA, C,OUNTY OF LOS ANGELES, STATE OF CALIFORNIA,
PER MAP RECORDED IN BOOK 15 PAGE(S) 33 TO 96 INCLUSIVE OF
MISCELLANEOUS RECORDS,: IN THE OFFICE OF 1111 COL NT'Y
RECORDER OF ' AID COUNTY, INCLUDED WITHIN 131 O( 20 OF
SAID MAP OF AZUSA, BOLNDEI) AS E01,LOWS:
BOUNDED ON THE WEST BY EASTERLY LINES OF LOTS 37 AND 38,
SAID BLOCK 20:
BOUNDED ON THE EAST BY THE WESTERLY LINE OF LOT 13;
BOUNDED ON THE SOUTH BY THE NORTHERLY PROLONGATION
OF LOT 39; AND
BOUNDED ON TUE NORTH BY THE NORTHERLY PROLONGATION
OF LOTS 30 AND
EXHIBIT "B"
SITE MAP
812 NORTH AZUSA AVE,AZUSA, CA 91702 & 801 NORTH ALAMEDA AVENUE, AZUSA, CA 91702
ASSESSORS MAP PARCEL FOR APNS:
8608-025-004, 8608-025-004, 8608-025-006, 8608-025-019
2 J /,....f.+1-
L
''!,4,VOrtv'esankv'+-ay
ALAMEDA AVE.
v �`� r t ,
a 3 4 /5 6 f7B 9 10 11 12 13 ''
r1'1,
x Cjil.Xi 16 t t ?
[tE is 1
8
pp �A..yy 1
t 4, Y r.
3 28 27 128 28�30�31 32 33 84 38 3$37[38'38 t` 11 t, %u 1
i uIQ 0 0 .3,T .i?140 1 ./'r ttt -
v, e
AZUSA AVE,
1
,an
AZUSA RANCHO AZUSA
t
M.R.IS-93 96 r1NALLY CON IRMED TO HENRY DALTON
R 2—108-107 AR 2z
.w
EXHIBIT "B"
SITE MAP
812 NORTH AZUSA AVE,AZUSA, CA 91702 & 801 NORTH ALAMEDA AVENUE,
AZUSA,CA 91702
BUILDING LAY—OUT
w
LU .
7.1 ,I POI fl
3
, -..,„
; rx.shapEr. .
' i.tr
.7.-
I .
1
'
i
4,1
1 oi
1 ANati,;34:r
1 t•:,
r I t
i
1 . ,
rriKr i
C.) .
st)
• Call:/t.ETE
•
i
yit •
FHALT
P..',1 G4
,4,
OF W F. ; 3a;,-; • .;- I
auaxmo I.;
le
1 V.1 1
i 0 i 4
r402
1.7-mcourte 4- i
I '
1 77 7 I
; =7;...,, AM.7.1,7 .••
4 ,
,:e.owtttyt
•
1
'..
,..'
.A.rPi-ALT
..-
. ,
N I
< ;
rt .1', i- AURA:N
—
,,4::,Ct c 1 A I r,-. _____
1
•
° °`
411k1464,4-40
te
4,11017
AZUSA
AGENCY AGENDA ITEM
TO: THE HONORABLE CHAIRPERSON AND MEMBERS OF THE AGENCY BOARD
FROM: KURT E.CHRISTIANSEN,ECONOMIC AND COMMUNITY DEVELOPMENT DIRECTOR
VIA: F.M. DELACH, EXECUTIVE DIRECTOR*
DATE: DECEMBER 21, 2009
SUBJECT: CITY CONTRIBUTION TO ASSIST THE AZUSA CHAMBER OF COMMERCE FOR THE
PRODUCTION OF A CITY DVD ("VIDEO")
RECOMMENDATION
It is recommended that the Agency Board approve and authorize a Redevelopment Agency contribution to
assist the Chamber of Commerce in support of the Economic Development Business Action Committee for the
production of a City of Azusa DVD.
BACKGROUND
The Chamber has been an active principal advocate for business and has historically been recognized as the
representative of all businesses, which contribute substantially to the City's revenue base. The Chamber's
mission is"to serve as a catalyst in transformation of business and economic climate, resulting in a healthier,
more prosperous Azusa". Over the years the City has partnered with the Chamber in playing a key support role
in economic development and business retention efforts.
On July 27, 2009, the Council approved a new Agreement Regarding Chamber of Commerce Funding and
Support between the City of Azusa("City") and the Azusa Chamber of Commerce ("Chamber"). As part of
that Agreement, the Chamber's commitment includes but is not limited to:
• Participate in marketing the City's advantages inside and outside the community to retain and attract
business and local sales revenue.
• Promote improvement strategies that enhance the value of property and stimulate investment and
development of vacant or underutilized properties.
• Expand services by including a Business Recognition Program, providing educational programs,
disseminating legislative and other information to the business community on behalf of the City, and
increasing marketing activities to promote the City.
VIDEO PROPOSAL
As a result of the Chamber's economic development and business retention efforts to promote the City, the
Chamber's Business Action Committee has been working with John Vande Wege a Videographer to produce a
DVD to market the City and target business development by illustrating the advantages of doing business in
Azusa. Additionally,the message to be conveyed through the production of the video includes:
• Retail/Restaurant Opportunities
• Manufacturing/Office Space Opportunities
• Green/Environmental Initiatives
• Educational Institutions
• Transportation System
• Residential Housing
• Utilities (Benefits)
The video consist of a 3-5 minute fast-paced video to be used by city officials, the business community and
commercial real estate brokers as a whole for continuous marketing of the City. The DVD will be incorporated
and/or use in the form of a DVD, flash drive and streaming online to the City and Chamber's webpage. In
anticipation of certain scenes being integrated into the production of the DVD, Mr. John Vande Wege has
already shot the Golden Days Parade, Cardinal Labs Grand Opening and Target Ground Breaking Ceremony.
A preliminary list of other themes (e.g. retailer/businesses such as Pink Berry, CVS, Northrup, APU/Citrus
College,210 Freeway accessibility,Route 66,Gold Line, Citrus Crossing,Block 36/37)to be integrated as part
of the video.
The actual cost to produce the video is $15,000 (Exhibit A) of which the Chamber is seeking support and/or
contributions from the City,their membership/partnerships and the business community. In order to continue
the City/Chamber partnership in promoting the City of Azusa, staff recommends approving an Agency
contribution to the Chamber for a total amount of$3000 and an Azusa Light and Water contribution of$2000
for support of the production of the video.
FISCAL IMPACT
Contingent upon authorization from the Agency Board and City Council,the budget impact of this project is
$5000 funded from the 2009-10 FY operating budget.
Attachments:
Exhibit A—Chamber Letter& Proposal
Board of Directors li6 Z S
2009-201.0 j�
Executive Committee
CHAMBER OF COMMERCE
Chairman of the Board December 9, 2009
Anthony Glassman
California Arnforge Corp. Kurt Christiansen
1st Vice Chairwoman Economic& Community Development Director
MaryMcKenrrck City of Azusa
Athens Services 213 E.Foothill Blvd
2nd Vice Chairman Azusa, CA 91702
Dan Bacani
NAI Capital Commercial
Dear Kurt,
Treasurer
Jayne Foote On behalf of the Azusa Chamber of Commerce and the BUSINESS ACTION
Veolia Environmental Services
COMMITTEE, we are submitting a Request for Proposal for the production of a City of
City Representative Azusa DVD for the purpose of Marketing to Retailers and Developersabout the Cityof
Paul Reid
Azusa Light&Water. Azusa.
Past Chairwoman The consideration of the Economic& CommunityDevelopment Department within the
Mercedes Castro
Proforma Quality Printing City of Azusa to contribute to this exciting product we can showcase to entice new
business to Azusa, would greatly be appreciated. .I could also expedite the process of
Chief Executive Officer
Irene C. !%illapania this DVD project as well.
Board of Directors The attached proposal of John Vande Wege our selected Videographer includes a detail
Ria Benbow of the work he will be performing for this project.
Azusa Adult School
Steve CastroThe actual total amount of funding we are seeking would be$15,000.00.
Eagle Photography
This cost breakdown would include the following (please note some are estimates only
Ruben Cesena and not actual costs):
RCS Heating&Air Conditioning
Bob Cruz Video Production $9,800.00
So.Cal.Gas Company Mailing Costs-postcards $ 690.24
Ginny Dadaian Flash Drives (500) $6,480.00
Azusa Pacific UniversityCD/DVD with Full Color labels $1,484.60
Additional Marketing approximately $1,000.00
Angela Driscoll
Vulcan Materials Company, We would appreciate any support the City can provide and once we determine what you
Western Division
can contribute the Committee will seek additional funds from various companies who
Lana Hifi have also offered to support this valuable campaign.
Canyon City BBO
Rachel Leyba Should you have any questions,.please contact either Chair from the BUSINESS
Allstate Insurance ACTION COMMITTEE. Thank you very much.
Rona Lunde
Jan's Towing Co.,Inc Sincerely,
Kathy Miller
Cynthia Cervantes-McGuire Dane 3acan6 Atexcecteo eaot.w.
Azusa Unified School District Dan Bacani • Mercedes Castro
Tani Sanchez BAC Committee Co-Chair BAC Committee Co-Chair
Real Estate Hound (626) 204-1525 (626) 969-3385
240 West Foothill Boulevard ♦Azusa, CA 91702♦Phone:626-334-1507♦Fax:626-334-5217
www.azusacharnber.org
Video Proposal to the Azusa Business Action Committee John Yande Wege
YcrOgb RookClu y
The Next Gold Rush December 2, 2009 'matt`.`"
150 years ago, opportunists looked north to the mountains with dreams of striking
it rich. There was gold in the canyons of Azusa. Today, if you are standing at the
intersection of Foothill and Azusa,the opportunities lie not only to the north, but also to
the south, east and west. A second gold rush has come to this San Gabriel Valley City
and it's the entrepreneurs, investors and smart businesspeople that will take advantage of
the opportunities there.
Using a series of video segments we intend to show that the city of Azusa—for a
long time undervalued and overshadowed by its SGV neighbors—is undergoing a major
transformation that will benefit the residents and the companies doing business there for
decades to come.
The primary purpose of this production is to target business development in
Azusa by illustrating the advantages of doing business here, the robust list of existing
companies, the redevelopment projects that will define its future and a demographic that
is a source of employees and consumers. This primary message will be conveyed via a
dynamic, fast-paced 3-5 minute video to be used by city officials,the business
community and commercial real estate brokers. It will be presented in a variety of media
including DVD, flash drives and streaming online.
The secondary purpose of this production will be to provide more specific
information that would help new businesses in their decision making process. This
message will be conveyed through a series of short focused videos that would expand on
the points made in the primary video. In our discussions, these have been referred to as
chapters or tabs since they would offer the viewer a non-linear list of options to retrieve
more information. These chapters will be focused on the following topics (the final list to
be determined by Business Action Committee):
• Retail opportunities • Utilities
• Restaurant opportunities • Green/environmental initiatives
• Manufacturing opportunities • Educational institutions
• Office space opportunities • Residential housing
• Transportation system
Creative approach. Fast paced but not dizzying,appealing to corporate sensibilities as
well as the entrepreneur. Information will be delivered through voice-over; middle-aged
male with a conversational style. Short sound bites from selected business and
governmental spokespersons will add a degree of authenticity. A dynamic music bed will
help define segments within the video and create the appropriate emotional response.
Visually, I will capture all of the relevant scenery, architecture and activities in an artistic
yet understandable manner using HD videography. Tying it all together I plan to use a
technique called `kinetic typography' to add dynamic motion while conveying relevant
information(examples attached).
More information on the production process and the review/approval process will be
detailed before formal production has begun. In anticipation of certain scenes being
Video Proposal to the Azusa Business Action Committee John Vande Wege
The Next Gold Rush December 2, 2009 `matte.`A
needed, I have already shot the Golden Days parade and the Cardinal Labs green event.
Tomorrow I will be at the Target groundbreaking. A preliminary list of other visuals:
National retailers--PinkBerry, CVS, Panda Express, Skeeters, Susie's
Deals,Ross, Fresh&Easy.
National employers--Northrup, Veolia,Vulcan,Physician's Formula
Green companies—Cardinal Labs, Rosedale Cleaners
Businesses unique to Azusa
Azusa Pacific University and Citrus College
Freeways, Route 66, Gold Line
Gateway signage, 210-adjacent signage
Downtown North development—existing structures and renderings
Block 36 development—existing structures and renderings
Rosedale development—existing structures and renderings
Citrus Crossing development—existing structures and renderings
University Center development—existing structures and renderings
Block 37 development—existing structures and renderings
Route 39 scenics and activities
This list will, of course, evolve as the production progresses with input from the BAC
and others. An advantage I have over other production companies is that with a
complete video package at my disposal, and my proximity to the city, I can be on
location and ready to shoot in 15 minutes.
John Vande Wege
VeeDub Productions, Duarte,CA
jvveej ay(uigmail.com
(626) 629-6917
,U9
� r
•
•
Video Proposal to the Azusa Business Action Committee John vande wege
The Next Gold Rush December 2, 2009 ?'A,IF.CA
Preliminary Budget for Azusa Chamber of Commerce Promotional Video
Description Hours/Unit Rate Total Notes
Pre-Production 20 $30 $600 Determine scope, identify principle
spokespersons,scout locations
Location Videography 50 $40 $2,000 Full and partial days using HD field production
equipment
Production Insurance 1 $400 $400 Equipment floater and liability coverage
Tape Stock and Flash 1 $200 $200 Recording media
Cards
Licensed music tracks 1 $250 $250 Royalty free music
Post Production Phase 80 $40 $3,200 Scriptwriting and Initial Assembly of all elements
One
Post Production Phase 30 $40 $1,200 Incorporate changes until final deliverables
Two
Motion Graphics and 1 $1,200 $1,200 Kinetic typography and special effects using
Animation AfterEffects
Voice Over Talent 1 $500 $500 Primary session, pickups and studio time
Compression& 10 $25 $250 Prepare and master segments for media delivery
Deliverables
TOTAL $9,800
F q�� ��l
O
_ • = s +xi PC'�ttfove0" .-.r.�
LAZ.US •
CITY OF AZUSA
MINUTES OF THE REDEVELOPMENT AGENCY
REGULAR MEETING
MONDAY,DECEMBER 7,2009—8:30 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,HANKS,MACIAS,ROCHA
ABSENT: DIRECTORS: NONE
ALSO PRESENT: Also Present
General Counsel Carvalho, Executive Director Delach, Assistant Executive Director Makshanoff,
Department Heads,Secretary Mendoza,Deputy Secretary Toscani:).
PUBLIC HEARING -AZUSA REDEVELOPMENT AGENCY FIVE-YEAR IMPLEMENTATION Pub Hrg
PLAN 2009-10 THROUGH 2013-14. Implementation
Economic and Community Development Director Christiansen addressed the Hearing stating that this is a K.Christiansen
Public Hearing for the adoption of the Five Year Implementation Plan required by State Law. It sets forth Presentation
City's goals and objectives highlights accomplishments of the last five years and financial flow and 5 Year Plan
anticipated expenditures and revenues of the Agency,it is a document that can be changed;he provided
highlights of the documents especially the low and mod portion of the plan;he introduced members of
Urban Futures who helped create the plan. He responded to questions posed regarding revenues streams,
and setting up a Housing Authority. Executive Director Delach advised that they have working with the
COG to try and access the City of Industry housing set aside funds.
The Chairman declared the Hearing open. The Secretary read the proof of publication of notice of said Hrg Open
Hearing published in the San Gabriel Valley Tribune and Azusa Herald on November 12`h, 25th and
December 9th,2009.
Mr.Mike Lee addressed the Hearing stating that he is glad that there is going to be low income housing. M.Lee
Mr.Jorge Rosales address the Hearing stating that the issue of revenue vs.the issue of expenditure was not J.Rosales
properly explained,he asked for clarification. Comments
Mr. Dennis Willut addressed the Hearing expressing his concern regarding the need for low income D.Willut
housing. Comments
Moved by Director Carrillo,seconded by Director Gonzales and unanimously carried to close the Public Hrg closed
Hearing.
Executive Director Delach addressed the question-of where the money will be coming from stating that it Discussion
depend on future property sales of land acquired by the Agency acquired over the last couple of years and
tax increment. There are parcels in various stages of negotiation and the low and mod housing set aside
funds from City of Industry. Economic and Community Development Director Christiansen reiterated that
the majority difference will be made up by property sales. Discussion was held. General Counsel
Carvalho provided and overview of how a Housing Authority functions.
Director Hanks offered a Resolution entitled:
A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA ADOPTING Res.09-R59
THE 2010-14 FIVE-YEAR IMPLEMENTATION PLAN FOR THE AMENDED AND RESTATED Five Year
CENTRAL BUSINESS DISTRICT AND WEST END MERGED PROJECTS AND THE RANCH Implementation
CENTER PROJECT. Plan
Moved by Director Carrillo, seconded by Director Gonzales to waive further reading and adopt.
Resolution passed and adopted by the following vote of the Agency Board Members:
AYES: DIRECTORS: GONZALES,CARRILLO,HANKS,MACIAS,ROCHA
NOES: DIRECTORS: NONE
ABSENT: DIRECTORS: NONE
The CONSENT CALENDAR consisting of items F-1 through F-3, was approved by motion of Consent Cal.
Director Macias,seconded by Director Gonzales and unanimously carried.Director Macias abstained from Approved
item F-1 as he was absent from that meeting.
1. Minutes of the regular meeting of November 16,2009,were approved as written. Min appvd
2. Agency Treasurer's Report as of October 31,2009,was received and filed. Treas Rpt
3. Resolution authorizing payment of warrants by the Agency was adopted and entitled:
A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA Res.No.09-R60
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:8:53 P.M.
SECRETARY
NEXT RESOLUTION NO. 09-R61
12/07/09 PAGE TWO
( eA ,
AZUSA
CONSENT ITEM
TO: HONORABLE CHAIRMAN AND AGENCY MEMBERS
FROM: JAMES MAKSHANOFF, ASSISTANT CITY MANAGER
VIA: F. M. DELACH, CITY MANAGER(1*".
DATE: DECEMBER 21ST, 2009
SUBJECT: APPROVAL OF A LICENSE AGREEMENT WITH TESORO SOUTH COAST
COMPANY (SHELL GAS STATION ON 106 SOUTH AZUSA AVENUE)
RECOMMENDATION:
It is recommended that the Agency Board approve a license agreement with Tesoro South Coast
Company(Shell Gas Station on 106 S. Azusa. Avenue)whereby Tesoro will allow the Agency the
use of a portion of land on the southwest corner of their parcel for the installation and maintenance
related accessibility of the proposed I-210 reader board sign.
BACKGROUND:
On May 8th, 2007, the Azusa Redevelopment Agency executed a license agreement with Equilon
Enterprises for a license over and across the land located at 106 S. Azusa Avenue (Shell Gas
Station).The Agency and Equilon also executed a settlement agreement,whereby Equilon payed the
Agency$73,000 and conveyed ownership of the sign to Agency,whereby the Agency will be solely
responsible for all maintenance and utility cost associated with the sign. Since then, Tesoro South
Coast Company has assumed ownership of the site. On July 27th,2009,the City Council and Agency
Board authorized the City Manager to enter into contract for the construction of a new 1-210 reader
board.In an effort to protect the Agency's investment,staff decided to revisit and enhance the license
agreement.
The agreement between Tesoro South Coast Company and the Azusa Redevelopment Agency will
provide the Agency the following:
1. The temporary use of a portion of Tesoro's lot (including parking spaces and multiple
fueling bays), whereby the contractor will be stationed for approximately 8-10 days
during the construction process.
2. A 10 year license to use a portion of the property to house the sign and provide
maintenance related accessibility. Per Tesoro's corporate policies,any license agreement
exceeding 10 years will require very comprehensive internal review, it was advised the
approval process will be significantly delayed. As such, a 10-year license agreement
would cover the life of the sign,in the interim staff will pursue a longer term agreement.
The Azusa Redevelopment Agency will provide the following(same provisions as previous May 8th,
2007 agreement):
1. The Agency will bear all costs of all utilities and maintenance associated with the
signage.
2. The signage shall include the Shell logo and Del Taco logo as currently depicted.
FISCAL IMPACT:
The Agency will incur the cost of power and maintenance to the Shell and Del Taco signage. Per the
projected advertising revenues from the reader board,the income from the sign will offset its costs
and yield additional profits.
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
Redevelopment Agency
Of the City of Azusa
213 East Foothill Blvd,
Azusa, CA 91702
Attn: Redevelopment Agency Director
Exempt from Recording Fees per Govt.Code§27383
LICENSE AGREEMENT
between
THE AZUSA REDEVELOPMENT AGENCY,
a public body, corporate and politic
and
TESORO SOUTH COAST COMPANY,
a limited liability corporation
[106 SOUTH AZUSA AVENUE]
ORANGE\RMOIN160666 6
LICENSE AGREEMENT
1. Parties and Date.
This License Agreement("Agreement") is entered into as of this day of
2009,by and between the Azusa Redevelopment Agency,a public body,
corporate and politic ("Agency") existing and acting pursuant to the California Community
Redevelopment Law(Health and Safety Code Section 33000 et seq.) with its principal place of
business at 213 East Foothill Boulevard, Azusa, California 91702, and Tesoro South Coast
Company, a Limited Liability Corporation("Licensor"),with its principal place of business at
19100 Ridgewood Parkway, San Antonio,Texas 78259. The Agency and the Licensor shall
sometimes be referred to in this Agreement individually as a"Party"and collectively as the
"Parties."
2. Recitals.
2.1 Licensor is the record owner of real property generally located at 106 South Azusa
Avenue, Azusa, California 91702 ("Property").
2.2 Agency is entering into an agreement with Daktronics, Inc., for the removal of an
existing sign and the purchase, construction and installation of a new electronic message sign
("Signage")located on a portion of the Property which is legally described in Exhibit"A,"attached
hereto and incorporated herein. The Signage shall include the Shell logo and Del Taco logo, as
depicted on the sign located on the Property as of the date set forth above.
2.3 Licensor desires to allow access to the Property for the removal, construction,
installation, maintenance and other service associated with the Signage in exchange for due and
adequate consideration,the receipt and sufficiency of which are acknowledged by the Parties and set
forth in this Agreement.
3. Terms and Conditions.
3.1 Recitals Incorporated. The above recitals are hereby incorporated into this
Agreement.
3.2 Grant of License. Licensor hereby grants the Agency, its employees, agents,
subcontractors, or independent contractors a license in, on, across and over the portion of the
Property described in Exhibit "A" for the purposes of access to and from and maintenance of the
Signage on the Property, subject to the terms and conditions stated in this Agreement. Licensor
hereby grants the Agency,its employees,agents,subcontractors,or independent contractors a license
in, on, across and over the Property, which is legally described in Exhibit"B" attached hereto and
incorporated herein,for the purposes of removal,construction and installation of the Signage on the
Property, subject to the terms and conditions stated in this Agreement. Licensor shall also provide
1
ORANGE\RMOIN\60666 6
water and utility access to Agency,its employees,agents,subcontractors,or independent contractors
for such purposes. Licensor shall permit storage of materials, supplies, and equipment associated
with these purposes outside normal business hours. Licensor understands and agrees that Agency,its
employees,agents,subcontractors,or independent contractors may,from time to time,interfere with
an entrance to the Property for these purposes. However, nothing herein shall be deemed or
construed to be a limitation upon Licensor's right to use its property in any manner it deems
acceptable, provided that those uses do not unreasonably interfere with Agency's use as outlined
herein. This Agreement shall not confer any rights to the Licensor to use, move, or otherwise
interfere with the Agency's use of the Signage in any way or to control Signage content.
3.2.1 Agency shall provide Licensor with written notice at Ieast thirty (30) days
prior to commencement of removal,construction and/or installation of the Signage on the portion of
the Property described in Exhibit"B."
3.2.2 Agency shall ensure that the Signage is metered separately from the Property,
and the Agency shall bear the costs of all utilities and maintenance associated with the Signage.
3.3 Term. The term of this Agreement shall commence on ,2009, and
shall continue for ten (10)years.
3.4 Maintenance; Damage. Agency shall take reasonable efforts to keep the portion of
the Property used for removal, construction and/or installation in as good condition as received,
except for normal wear and tear. Licensor shall not damage the Signage or any materials,supplies
or equipment installed or stored on the Property for purposes set forth in this Agreement, and
Licensor shall endeavor to prevent others from doing the same. Agency shall maintain and repair the
Signage as needed, in its sole and absolute discretion and at its sole cost and expense, except as
limited herein in Section 3.6. Agency shall illuminate the Signage at all times during the course of
this Agreement,provided that such illumination shall not be required in an event of force majeure.
3.5 Insurance. Agency shall obtain and keep in full force and effect at all times that it is
occupying or using the Property either: (1) a comprehensive public liability and property damage
insurance policy from an insurance association authorized to do business in California with a policy
Iimit of not less than One Million Dollars ($1,000,000)per occurrence,or(2) self-insurance which
provides the same level of coverage. If the Agency or its elected or appointed officials, agents,
employees or contractors are the cause of any insurance claim,then said insurance policy shall be
primary to any policy or coverage maintained by the Licensor. Agency shall also at all times carry
adequate Workers' Compensation insurance to the frill requirements of the State of California for its
employees.
3.6 Indemnification. Licensor and the Agency shall mutually indemnify,defend and hold
each other and their officials,officers,employees,agents and contractors free and harmless from and
against any and all losses, claims, damages, fees (including attorney's fees and costs), injuries to
2
ORANGEIRMOIN\60666 6
persons or property (including wrongful death) in any manner arising out of or incident to each
other's own negligent acts,omissions or willful misconduct arising out of or incident to this License
Agreement.
3.7 No Waiver. Failure to enforce any breach of this Agreement shall not be deemed a
waiver of the right to enforce or an abandonment of obligations,nor shall it be deemed a waiver of
subsequent breaches.
3.8 Notices. All notices to be given hereunder shall be in writing and may be made either
by registered or certified mail, postage prepaid, return receipt requested. Mailed notices shall be
addressed to the parties at the addresses listed below, but each party may change the address by
written notice in accordance with this paragraph. Notices will be deemed communicated as of two
(2)days after mailing.
Agency: Redevelopment Agency of Azusa
Attn: Fran Delach
213 E. Foothill Blvd.
Azusa, California 91702
Licensor: Tesoro South Coast Company
Attn:
3.9 Entire Agreement. This Agreement contains the entire understanding of the Parties
relating to the subject matter contained herein and constitutes the entire Agreement between the
Parties,
3.10 Severability. If any provision or part of this Agreement is,for any reason, invalid or
unenforceable, the remainder of this Agreement shall remain in effect and be enforcement to the
greatest extent permitted by law.
3.11 Governing Law. This Agreement shall be governed by the laws of the State of
California. Venue shall be in Los Angeles County.
112 Successors and Assigns. This License Agreement shall be binding on the successors
and assigns of the parties.
3.1.3 Covenant Running With the Land. The parties intend that the License described
herein constitutes a covenant running with the Licensor's Property for the benefit of the Licensor's
3
ORANGE1RMOIN\60666 6
Property.
3.14 Recordation. Agency shall cause this License Agreement to be recorded with the Los
Angeles County Recorders Office.
3.15 Counterparts. This Agreement may be executed in one or more counterparts,each of
which shall be deemed an original but all of which together shall constitute one and the same
instrument.
3.16 Authority. Both Parties represent to the other that they have the requisite authority to
conduct their business and to execute,deliver and perform the requirements of this Agreement, Each
Party warrants that the individuals who have signed this Agreement have the authority to enter into
this Agreement.
IN WITNESS WHEREOF,this License Agreement has been executed by the parties on the
day and year first above written.
AZUSA REDEVELOPMENT AGENCY: TESORO SOUTH COAST COMPANY:
By: By:
Signature Signature
Name and Title Name and Title
Attest:
By:
4
ORANGE\RMOIN\60666 6
EXHIBIT "A"
LEGAL DESCRIPTION OF THE PORTION
OF THE PROPERTY CONTAINING THE SIGN
THAT PORTION OF PARCEL B OF PARCEL MAP ON FILE IN BOOK 4, PAGE 82, OF
PARCEL MAPS, IN THE CITY OF AZUSA, COUNTY OF LOS ANGELES, STATE OF
CALIFORNIA, BEING DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHWEST CORNER OF PARCEL B OF PARCEL MAP ON FILE IN
BOOK 4,PAGE 82 OF PARCEL MAPS OF SAID COUNTY,THENCE NORTH 00°06'45"EAST,
ALONG THE WEST LINE OF SAID PARCEL B, 50.00 FEET; THENCE SOUTH 89°53'15"
EAST, PARALLEL WITH THE SOUTH LINE OF SAID PARCEL B, 11.50 FEET; THENCE
SOUTH 00°05'45" WEST, PARALLEL WITH THE WEST LINE OF SAID PARCEL B, 50.00
FEET TO THE SOUTH LINE OF SAID PARCEL B: THENCE NORTH 59°53'15" WEST,
ALONG THE SOUTH LINE OF SAID PARCEL B, 11.50 FEET TO THE POINT OF
BEGINNING.
EXHIBIT"A"IS ATTACHED HERETO AND MADE HEREOF BY THIS REFERENCE.
SUBJECT: SIGN SITE PLAN
FIRST STREET
- - - - - - -
w
z I
PARCEL A I
MB 4 / B2I PARCEL B
PH.B4 / 82
N I 0
�4 f S B9'SYri•E
h I„ -AGREEMENT AREA _(�+
oO
EXHIBIT "B"
LEGAL DESCRIPTION OF THE PORTION OF THE PROPERTY USED FOR
CONSTRUCTION,INSTALLATION AND REMOVAL
PARCEL 1:
THAT PORTION OF LOT 9 IN BLOCK"C" OF SUBDIVISION 1 OF LANDS
OF AZUSA LAND AND WATER COMPANY,AS PER MAP RECORDED IN
BOOK 16, PAGES 17 AND 18 OF MISCELLANEOUS RECORDS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED
AS FOLLOWS:
BEGINNING AT THE NORTHWESTERLY CORNER OF SAID LOT 9;
THENCE SOUTH 89° 58' 54" EAST, ALONG THE NORTHERLY LINE OF
SAID LOT 9, A DISTANCE OF 27.00 FEET TO THE TRUE POINT OF
BEGINNING; THENCE CONTINUING SOUTH 89° 54' 54" EAST, ALONG
SAID NORTHERLY LINE AND FRONTING ON FIRST STREET A
DISTANCE OF 103.00 FEET;THENCE SOUTH 0°06'36"WEST,PARALLEL
WITH THE WESTERLY LINE OF SAID LOT, A DISTANCE OF 130.00
FEET; THENCE NORTH 89° 54' 54" WEST, PARALLEL WITH SAID
NORTHERLY LINE 120.00 FEET TO THE EASTERLY LINE OF THE
WESTERLY 10,00 FEET,MEASURED ALONG THE NORTHERLY LINE OF
SAID LOT; THENCE NORTH 0° 06' 36" EAST, ALONG SAID EASTERLY
LINE AND FRONTING ON AZUSA AVENUE, A DISTANCE OF 113.00
FEET; THENCE NORTH 45° 05' 51" EAST, IN A DIRECT LINE TO THE
TRUE POINT OF BEGINNING.
EXCEPT THEREFROM THE FOLLOWING DESCRIBED STRIP OF LAND
CONVEYED TO THE STATE OF CALIFORNIA,BY THAT CERTAIN DEED
RECORDED ON OCTOBER 5, 1966 AS INSTRUMENT NO, 403, FURTHER
DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHWESTERLY CORNER OF SAID LOT 9;
THENCE SOUTH 89° 54' 54" EAST, ALONG THE NORTHERLY LINE OF
SAID LOT 9, A DISTANCE OF 27.00 FEET TO THE TRUE POINT OF
BEGINNING; THENCE CONTINUING SOUTH 89° 54' 54" EAST ALONG
SAID NORTHERLY LINE 11.99 FEET TO THE BEGINNING OF A
TANGENT CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF
29.00 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE
THROUGH A CENTRAL ANGLE OF 89° 58' 30" A DISTANCE OF 45.54
FEET TO THE EASTERLY RIGHT-OF-WAY LINE OF AZUSA AVENUE
(100.00 FEET WIDE); THENCE NORTH 0° 06' 36" EAST, ALONG SAID
EASTERLY LINE 11.99 FEET; THENCE NORTH 45° 05' 51" EAST, 24.04
FEET TO THE POINT OF BEGINNING.
•
ALSO EXCEPT THEREFROM THE FOLLOWING DESCRIBED LAND
CONVEYED TO THE STATE OF CALIFORNIA,BY THAT CERTAIN DEED
RECORDED ON JUNE 24, 1968 AS INSTRUMENT NO,538,DESCRIBED
AS FOLLOWS:
THAT PORTION OF LOT 9 IN BLOCK"C"OF SUBDIVISION 1 OF LANDS
OF AZUSA LAND AND WATER COMPANY, AS SHOWN ON MAP
RECORDED IN BOOK 16, PAGES 17 AND 18 OF MISCELLANEOUS
RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY,WITHIN THAT CERTAIN PARCEL OF LAND CONVEYED TO
HUMBLE OIL AND REFINING COMPANY, A DELAWARE
CORPORATION,BY DEED RECORDED IN BOOK D3516,PAGE 334 OF
OFFICIAL RECORDS, IN SAID OFFICE, LYING NORTHERLY AND
NORTHWESTERLY OF THE FOLLOWING DESCRIBED LINES:
BEGINNING AT A POINT IN THE EASTERLY LINE OF THE WESTERLY
10.00 FEET OF SAID LOT, DISTANT ALONG SAID EASTERLY LINE,
SOUTH 0°06'38"WEST 29,99 FEET FROM THE NORTHERLY LINE OF
SAID LOT; THENCE TANGENT TO SAID EASTERLY LINE,
NORTHEASTERLY ALONG A CURVE CONCAVE SOUTHEASTERLY
AND HAVING A RADIUS OF 24.00 FEET,THROUGH AN ANGLE OF 89 58'
22",AN ARC DISTANCE OF 37.69 FEET TO THE POINT OF TANGENCY
THEREOF WITH A LINE PARALLEL WITH AND DISTANT SOUTHERLY
6.00 FEET,MEASURED AT RIGHT ANGLES,FROM SAID NORTHERLY
LINE;THENCE ALONG SAID PARALLEL LINE,SOUTH 89°55'00"EAST
96.01 FEET TO THE EASTERLY LINE OF SAID PARCEL OF LAND
CONVEYED TO HUMBLE OIL AND REFINING COMPANY.
PARCEL 2:
THAT PORTION OF LOT 9 IN BLOCK"C"OF SUBDIVISION 1 OF LANDS
OF AZUSA LAND AND WATER COMPANY,IN THE CITY OF AZUSA,AS
SHOWN ON MAP RECORDED IN BOOK 16, PAGES 17 AND 18 OF
MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY,DESCRIBED AS FOLLOWS:
A STRIP OF LAND 7.02 FEET WIDE,THE NORTHERLY LINE OF SAID
STRIP BEING COINCIDENT WITH THE SOUTHERLY LINE OF THAT
CERTAIN PARCEL OF LAND CONVEYED BY THE STATE OF
CALIFORNIA BY DEED RECORDED IN BOOK D3514 PAGE 76,OFFICIAL
RECORDS IN SAID OFFICE.
EXCEPT THEREFROM ALL MINERALS, OILS, GASES AND OTHER
HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE
WITHIN OR UNDER THE PARCEL OF LAND HEREINABOVE DESCRIBED
WITHOUT, HOWEVER, THE RIGHT TO DRILL, DIG OR MINE THROUGH
THE SURFACE THEREOF.
PARCEL 3:
THAT PORTION OF LOT 9 IN BLOCK. "C" OF SUBDIVISION I OF LANDS
OF AZUSA LAND AND WATER COMPANY, IN THE CITY OF AZUSA, AS
SHOWN ON MAP RECORDED IN BOOK. 16, PAGES 17 AND 18 OF
MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY, ACQUIRED BY THE STATE OF
CALIFORNIA BY DEED RECORDED TN BOOK D1378, PAGE 36 OF
OFFICIAL RECORDS IN SAID OFFICE, DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHEASTERLY CORNER OF THAT CERTAIN
PARCEL OF LAND CONVEYED BY THE STATE OF CALIFORNIA BY
DEED RECORDED IN BOOK D3514, PAGE 76 OF OFFICIAL RECORDS IN
SAID OFFICE; THENCE ALONG THE EASTERLY LINE OF LAST SAID
CERTAIN PARCEL SO CONVEYED NORTHERLY TO A LINE THAT IS
PARALLEL WITH AND DISTANT 6.00 FEET SOUTHERLY MEASURED
AT RIGHT ANGLES FROM THE NORTHERLY LINE OF SAID LOT 9;
THENCE ALONG SAID PARALLEL LINE SOUTH 89° 55' 00" EAST, 134.02
FEET; THENCE SOUTH 44° 55' 00" EAST, 35.55 FEET TO A NON-
TANGENT CURVE CONCAVE NORTHWESTERLY AND HAVING A
RADIUS OF 225:00 FEET: THENCE SOUTHWESTERLY ALONG SAID
CURVE FROM A TANGENT BEARING SOUTH 17° 57' 45" WEST,
THROUGH AN ANGLE OF 72° 08' 52" AN ARC DISTANCE OF 28332
FEET; THENCE NORTH 89° 53' 22" WEST, 65.00 FEET TO A LINE THAT IS
PARALLEL WITH AND DISTANT 50.00 FEET EASTERLY MEASURED AT
RIGHT ANGLES FROM THE CENTER LINE OF AZUSA AVENUE SHOWN
AS 80.00 FEET WIDE ON SAID MAP OF SAID TRACT; THENCE
NORTHERLY ALONG LAST SAID PARALLEL LINE 50,00 FEET TO A
LINE THAT IS PARALLEL WITH AND DISTANT 7.02 FEET SOUTHERLY
MEASURED AT RIGHT ANGLES FROM THE SOUTHERLY LINE OF LAST
SAID CERTAIN PARCEL SO CONVEYED; THENCE EASTERLY ALONG
LAST SAID PARALLEL, LINE TO THE SOUTHERLY PROLONGATION OF
SAID EAS'T'ERLY LINE; THENCE NORTHERLY ALONG SAID
SOUTHERLY PROLONGATION TO THE POINT OF BEGINNING,
EXCEPT THEREFROM ALL MINERALS, OILS, GASES AND OTHER.
HYDROCARBONS BY WHATSOEVER NAME KNOWN THAT MAY BE
WITHIN OR UNDER THE PARCEL OF LAND HEREINABOVE DESCRIBED
WITHOUT, HOWEVER, THE RIGHT TO DRILL, DIG OR MINE THROUGH
THE SURFACE THEREOF.
EXCEPT THEREFROM ALL RIGHT,TITLE AND INTEREST IN AND TO
ANY OIL, GAS, AND OTHER MINERALS (INCLUDING, WITHOUT
LIMITATION,HELIUM,LIGNITE,SULPHUR,PHOSPHATE AND OTHER
SOLID, LIQUID AND GASEOUS SUBSTANCES), AND THE RIGHT TO
EXPLORE FOR, DEVELOP AND PRODUCE SAME, AS WELL AS THE
RIGHT TO LEASE SUCH PORTION OF SAID LAND AS RESERVED IN
DEED RECORDED JULY 23, 1998 AS INSTRUMENT NO. 98-1266533
OFFICIAL RECORDS.
APN: 8611-036-012
Exhibit C
1-210 Sian Construction Site Plan
i
catxna+.u.unrki:n +:ufmiLf
44
FIRST STREET
r-6r-i.
1 .fir MOW last
•
#. I: • ! ovg, Pliwmil
cuxr. a�c�4wc ` ccr. b
I 1:4r lea? re
,,.../..„,..__
.s�r rultr u
arit' i ,...
lip—
r.,.. ..401F.L.I.
I IA
,MI 411111•1111111r•
a.r '�LELEMOM ~ -r •
J •
=5111;zPrailT
111 i
21
a, e:CallO I t 1 I / f
sir tiaSL Ilrx, aga �r+ ` -.P"'•:. ■ �j�j I- .,
ml i
1
<1 4 , � k 1 i . #
NI 1..ahr i I
I 1115
a I�
.,...—.,„,Mr.A.Fria_,:i
® 1 1
,, 1 r ,. . Nkt
01
OLVIDIGINJ f><:Q,lLt.-S WM f f
i N!5/%11 1111E FEIRIL455 I1 .. .,
004
-k,_ u+rEp MEW:1 m caacIrE 2.•a f
; �Sa J ..l
////:///////
7).\ _4.-- ' •% . 's
_ DCA1I/4 Ci i y.�4,. i i 1`'i �- �ratrn
fu:1T.G 11 '„ow t
i.
r .. ,... R� '... .- I — ,t h� HALL
I cli r .,....itr..._._ •
, _ _ .........z _ _____, _
1
"l- 0.••.a. -Zi—
----- • )---.
I I�Dti1we r--- e
i sr0 i n ,r' _ - ____,---;-;-_-7_ - �........� -ter—
LAN
t>__ -.-.�- .�.. .�- —. _-.__... .. — ---- 4 ___ — ..f.ix:n/1.f..f i r roe=
1 MwRn,II "1”. —IFIC-..„I( yon,.
u.L.Isr..aeaaa Lw.m.sa.ie M.. wp L+
I I.c r..-IF.rr MI r++orw wss rn IM7i IRF
f..dlt t v.g U.[L*gib•so T.c,-IX.
V
Area to be cleared as a safety precaution during crane operation
Additional stagi ng area to he used throughout removal and installation process
STATE OF CALIFORNIA )
) SS.
COUNTY OF LOS ANGELES )
On ,200_, before me, , a 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
which the person(s)acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
forgoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature [Seal]
STATE OF CALIFORNIA )
) SS.
COUNTY OF LOS ANGELES )
On , 200 , before me, , a 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
which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
forgoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature [Seal]
ORANGE\RMOIM60666 6
WARRANT REGISTER NO. 10
FISCAL YEAR 2009-10
dr 3 ,
WARRANTS DATED 11/16/09 THROUGH 11/30/09
FOR REDEVELOPMENT AGENCY MEETING OF 12-21-09
RESOLUTION NO.
A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE
CITY OF AZUSA ALLOWING CERTAIN CLAIMS AND DEMANDS
TO BE PAID OUT OF REDEVELOPMENT AGENCY FUNDS
THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA DOES RESOLVE AS
FOLLOWS:
SECTION 1. That the following claims and demands have been audited as required by law and that
the same are hereby allowed in the amounts and ordered paid out of the Redevelopment Agency Funds as
hereinafter set forth:
80-110-REDEVELOPMENT ADMINISTRATION FUND $ 7,764.65
80-125-CBD CAPITAL PROJECTS FUND 7,824.26
80-135-WED CAPITAL PROJECTS FUND
80-185-RANCH CAPITAL PROJECTS FUND
81-165-626-2008B HSG TAX ALLOCATION BONDS 626,200.00
81-155-TAX INCREMENT SET-ASIDE FUND 5,220.00
82-125-CBD DEBT SERVICE FUND
82-135-WED DEBT SERVICE FUND
82-185-RANCH CENTER DEBT SERVICE FUND
TOTAL ALL FUNDS: $ 647,008.91
SECTION 2. That the Secretary shall certify to the adoption of this resolution and shall deliver a
certified copy thereof to the Agency Treasurer and shall retain a certified copy thereof in his own records.
ADOPTED AND APPROVED THIS DAY OF 2009.
Chairman
I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Redevelopment Agency of the
City of Azusa at a regular meeting thereof,held on the day of 2009.
AYES: AGENCY MEMBERS:
NOES: AGENCY MEMBERS:
ABSTAIN: AGENCY MEMBERS:
ABSENT: AGENCY MEMBERS:
Secretary
City of Azusa HP 9000 12/17/09 OPEN HOLD DB LISTING By Z/Entity Nare Page 1
MIT, DEC 17, 2009, 11:28 AM ---req: REE leg: GL JL---lcc: BI-TECH---job: 711497 #J514----pgm: OH400 <1.34> rpt id: CHFUTRO2
SELECT FEND Codes: 80-82 ; Check Issue Dates: 111609-113009
PE ID PE Narre ACEI' N VIRER / JOB N_MBER Invoice Nuftber Description St Disc. Arrt. Dist. Amt.
V05613 A T & T 8010110000-6915 6263345464102409 FAX M2LEINE CEIAR PD 0.00 10.63
PEID Unpaid: 0.00
Paid: 10.63
Total : 10.63
V00270 ATHENS SERVICES 8010125000-6815/505800-6815 363326000103109 363326000/8581\AZ PD 0.00 548.12
V00270 ATHENS SERVICES 8010125000-6815/505800-6815 364722000103109 364722000/624N S PD 0.00 166.14
PEID Urid: 0.00
Paid: 714.26
Total: 714.26
V00063 AZUSA AE ICULIUR 8010125000-7115/505825-7115 200910001 FASIIv9EIU VAC/TR# PD 0.00 900.00
PEID Unpaid: 0.00
Paid: 900.00
Total: 900.00
V00363 AZUR CIDER OF 8010110000-6630 964 FY 09/10 AZUSA C P") 0.00 3,000.00
PEI') Unpaid: 0.00
Paid: 3,000.00
Total : 3,000.00
V01305 AZUSA cTIY FED C 8000000000-3035 2610/0901023 PY23/09 PD 0.00 286.25
PE'D Unpaid: 0.00
Paid: 286.25
Total : 286.25
V07432 BARR & CLARK ENV 8110155000-7110/505320-7110 19926 ASBESICS/LEAD PA PD 0.00 420.00
V07432 BARR & CLARK ENV 8110155000-7110/505320-7110 19891 ASBESTOS/LEAD PA PD 0.00 2,250.00
V07432 BARR & CIARK ENV 8110155000-7110505320-7110 19927 ASBESTOSLEAD Pk PD 0.00 300.00
V07432 BARR & CLARK ENV 8110155000-7110/505320-7110 19890 ASEESIcS/LEAD A PD 0.00 2,250.00
PEI") Unpaid: 0.00
Paid: 5,220.00
Total : 5,220.00
V06783 CTTISIREET 8000000000-3010 2315/0901023 PY23/09 PD 0.00 124.71
r
City of Azusa HP 9000 12/17/09 OPEN H O L D DB LISTING By Pen/Entity Nacre Page 2
DD� 17, 2009, 11:28 AM ---req: RC�SE leg: GL JL---lcc: BI-TECH jcb: 711497 #J514----pin: CH400 <1.34> rpt id: OHF'LER02
SELECT FLUID Comes: 80-82 ; Check Issue Rtes: 111609-113009
PE ID PE Nacre AC NT NMBER / JOB UMBER Invoice Number Description St Disc. Amt. Dist. Ant.
--- -- -- PE1U th�-id. 0.00
Paid: 124.71
Total: 124.71
VI1556 DFUTA DENIAL 8000000000-3052 111009 P) ) PREM IWV2009 PD 0.00 408.47
PELDd: 0.00
id: 408.47
Total : 408.47
V11555 DEL'MORE USA 8000000000-3052 3273596 HND PREM NOV2009 PD 0.00 45.21
PhWid: 0.00
�d: 45.21
Total: 45.21
V08010 DUKE'S LANDSCAPI 8010125000-6815 4934 PROPERTY MAINT S PD 0.00 1,520.00
PEIDd: 0.00
d: 1,520.00
Total: 1,520.00
V11803 HOLT INC.,R.B. 8010125000-7110/505825-7110 10307 Land Preparati n PD 0.00 690.00
PEIDd: 0.00
aid: 690.00
Total: 690.00
V93874 ICNA. RETIREMENT 8010110000-6175 6076 ANS PLAN FEE/40 PD 0.00 125.00
PEID '-'111 d: 0.00
a : 125.00
Total: 125.00
✓05574 IRON M MAIN RE 8010110000-6493 BAN2890BAN2898 BAN2890-BAN2898 PD 0.00 299.25
PEn) 'Vfl 0.00
PPaaiid: 299.25
Total: 299.25
✓11603 LAWYERS TITLE BU 8110165626-7105/505320-7105 BUL11287-M4 633 N. GLENFEI\A. PD 0.00 1,200.00
✓11603 LAWYERS TITLE EU 8110165626-1198 BUL11287-MVI 633 N. GLENF1MNA PD 0.00 -35,000.00
Azusa HP 12/17/09 OPEN H 0 LD DB LISTING • By Person/Entity Narre Page 3CiyoC 17, 20099010:28 AM ---req: FOSE leg: GL JL---loc: BI-TB2H---jcb: 711497 #J514----pgn: 00
<1.34> rpt id: OHFL'IR02
SELECT FLIED Cb3es: 80-82 ; Check Issue Dates: 111609-113009
PE ID PE Nae AL TT NLNIBER / JOB NUMBER Invoice Nutter Description St Disc. Ant. Dist. Art.
V11603 LAWYERS TIME IBJ 8110165626-7105/505320-7105 BUL11287-MVI 633 N. GLENFT PD 0.00 660,000.00
LElDd: 0.00
d: 626,200.00
Ibta1 : 626,200.00
V03126 LINGbLN NATIONAL 8000000000-3010 2325/0901023 PY23/09 PD 0.00 365.00
PEM
Ui d: 0.00
Paid: 365.00
Total: 365.00
V12156 LOPAIA, MARVIN E 8010125000-6325 06009 APPRSL-229 S AZU PD 0.00 4,000.00
PEM
t�d: 0.00
Paid: 4,000.00
Total: 4,000.00
V10322 M & T BANK 8000000000-3010 MI-BANK-11/12/09 Defrd chip Pbl/P PD 0.00 489.77
V10322 M & T RANK 8000000000-3010 MIBTNK--11%3/09 Defrd O Pbl/P PD 0.00 369.177
PEID ik:id: 0.00
Paid: 1,509.44
Total: 1,509.44
V00540 OrnCE IST INC 8010110000-6530 493897212001 364364 LASER MAI PD 0.00 20.35
PEID d: 0.00
d: 20.35
Total: 20.35
V08056 STANDARD INSIJRAN 8000000000-2725 111209L LIFE INS PREM NO PD 0.00 107.06
V08056 STANDARD Th SURAN 8000000000-3044 111209 DISAB PEM N V20 PD 0.00 305.91
PEID Lhid: 0.00
PPaaiid: 412.97
Total: 412.97
V12175 '11 10 AS90CZATES 8010110000-6399 1583 JAS VALJ_PTICN PD 0.00 1,000.00
PEIDU p id: 0.00
City of Azusa HP 9000 12/17/09 OPEN HOLD DB LISTING By /Enti Nacre Page 4
ThU, ISS: 17, 2009, 11:28 AM ---req: ROSE leg: GL JL---loc: BI-TRH---jab: 711497 #J514----pgn: E400 <1.34> rpt id: OHFLERD2
SELECT FUND Codes: 80-82 ; ae k Issue Rtes: 111609-113009
PE ID PE Narre ACCaNI' NrJ / JCB NUNS Invoice Number DescripLicn St Disc. Amt. Dist. Amt.
Paid: 1,000.00
Total: 1,000.00
V00388 VEtZIZIN 8010110000-6915 6261975078102809 626-1975078 PD 0.00 20.87
PEID L id: 0.00
Paid 20.87
Total: 20.87
V00876 FL= 8000000000-3010 2335/0901023 PY23/09 PD 0.00 136.50
PEBJd: 0.00
d: 136.50
Total: 136.50
GRAND TOTALd: 0.00
d: 647,008.91
Total: 647,008.91
ORDLNANCE NO. 2009-
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY
OF AZUSA, AMENDING CHAPTER 46 OF THE AZUSA
MUNICIPAL CODE, BY ADDING SECTIONS 46-324 AND
46-325 RELATING TO POSSESSION AND USE OF
AEROSOL SPRAY PRODUCTS BY A MINOR
WHEREAS, the City of Azusa ("City") is empowered by California Constitution
Article XI, Section 7 to make and enforce within its limits all local, police, sanitary, and other
ordinances and regulations not in conflict with general laws; and
WHEREAS, the City has become aware of the dangers associated with the
possession and use of aerosol spray products for the purpose of becoming under the influence of
such substances; and
WHEREAS, such improper possession and use of aerosol spray containers is
especially dangerous and widespread among minors, and significantly impacts the health, safety,
and welfare of City residents; and
WHEREAS, the City Council desires to protect its residents and minors from the
dangers resulting from such improper possession and use of aerosol spray products.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AZUSA
DOES ORDAIN AS FOLOWS:
SECTION 1. Section 46-324 is hereby added to the Azusa Municipal Code to read
as follows:
Sec. 46-324. Possession of Aerosol Spray Products by a Minor
Without Express Consent.
It shall be unlawful for a person under the age of eighteen (18)
years to be in possession of an aerosol spray product or other
inhalant that may be used for the purpose of becoming under the
influence of such substance, without the express, written consent
of that person's parent or legal guardian.
SECTION 2. Section 46-325 is hereby added to the Azusa Municipal Code to read
as follows:
Sec. 46-325. Possession and Use of Aerosol Spray Products by a
Minor.
It shall be unlawful for a person under the age of eighteen (18)
years to be in possession and use an aerosol spray product or other
inhalant, that is not intended to be used pursuant to the instructions
or prescription of a licensed health care provider or that is not
intended to be used pursuant to the manufacturer's label
instructions, for the purpose of becoming under the influence of
such substance.
SECTION 3. SEVERABILITY.
If any section, subsection, sentence, clause, phrase, or portion of this Ordinance is
for any reason held to be invalid or unconstitutional by the decision of any court of competent
jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance.
The City Council hereby declares that it would have adopted this Ordinance, and each section,
subsection, subdivision, sentence, clause, phrase or portion thereof, irrespective of the fact that any
one or more sections, subsections, subdivisions, sentences, clauses, phrases or portions might
subsequently be declared invalid or unconstitutional.
SECTION 4. CEQA.
The City Council finds that this Ordinance is not subject to the California
Environmental Quality Act ("CEQA") pursuant to Sections 15060(c)(2) (the activity will not result
in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3)
(the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code
of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to
the environment, directly or indirectly.
SECTION 5. EFFECTIVE DATE.
This Ordinance shall become effective thirty(30) days after its adoption.
SECTION 6. PUBLICATION.
The City Clerk shall certify the adoption of this Ordinance and shall cause the same
to be posted as required by law.
PASSED,APPROVED, AND ADOPTED this day of 2009.
Joseph R. Rocha
Mayor
ATTEST:
Vera Mendoza
City Clerk
APPROVED AS TO FORM:
Sonia R. Carvalho
City Attorney