HomeMy WebLinkAboutD-3 JOINT CC-SA The Olson Company - 30 TownhomesJOINT CITY COUNCIL AND SUCCESSOR AGENCY ITEM
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL AND
SUCCESSOR AGENCY TO THE CITY OF AZUSA REDEVELOPMENT AGENCY
VIA: TROY L. BUTZLAFF, ICMA-CM, CITY MANAGER
FROM: KURT CHRISTIANSEN, FAICP, DIRECTOR OF ECONOMIC AND COMMUNITY
DEVELOPMENT
DATE: NOVEMBER 7, 2016
SUBJECT: CONSIDERATION OF DEVELOPMENT AGREEMENT (DA-2016-01), STREET
ALLEY VACATION, AND PURCHASE SALE AND AGREEMENT FOR THE
CONSTRUCTION OF THIRTY (30), THREE (3) STORY HIGH TOWNHOMES ON
PROPERTY ZONED GOLD LINE DISTRICT WITHIN THE AZUSA TOD SPECIFIC
PLAN, LOCATED AT 803-809 N. DALTON AVENUE (APNs 8608-027-905, 906,
907, & 908) – APPLICANT: THE OLSON COMPANY
SUMMARY:
On March 7, 2016, the City Council approved an Exclusive Negotiation Agreement with Olson Urban Housing
LLC, for the development of a 30 unit townhome project located on the A-2 Property, just north of the Gold Line
tracks, between Alameda Avenue and Dalton Avenue, South of 9th street. All of the subject parcels are owned by
the Successor Agency of the Azusa Redevelopment Agency (Agency). On October 12, 2016, the Planning
Commission approved all necessary entitlements related to the proposed project and recommended approval of
DA-2016-01 to the City Council. Based on substantial compliance with all provisions of the Azusa Development
Code, the Azusa Municipal Code, and conformance with the General Plan and CEQA guidelines, and Azusa ’s
transit-oriented development (TOD) Specific Plan, Staff recommends that the City Council/The Successor
Agency to the Redevelopment Agency for the City of Azusa; approve the purchase and sale agreement; introduce
for first reading a Development Agreement with Olson Urban Housing; and set a public hearing date of
November 17, 2016, for the an alley vacation.
RECOMMENDATION:
Staff recommends that the City Council approve the following actions:
1) Introduce for First Reading, by title only, Ordinance No. 2016-O10, approving Development Agreement
DA-2016-01; and
2) Adopt Resolution No. 2016-C75, approving Intent to Vacate Street Alley; and
3) Approve a Purchase and Sale Agreement of 803-809 N. Dalton Avenue; and
4) Determine that the sale of the property is Categorically Exempt under CEQA and direct Staff to file
Notice of Exemption within 5 days of this action; and
5) Authorize the City Manager, acting as the Successor Agency Executive Director, to execute the Purchase
and Sale Agreement and take all other actions reasonably necessary to implement the Purchase and Sale
Agreement and the intent of this action.
COUNCIL MEETING
11/7/16
RESOLUTION APPROVED
item continued to ll/21/16
Development Agreement with Olson Company for 30 Unit Townhome Project
November 7, 2016
Page 2 of 8
DISCUSSION:
PROJECT DESCRIPTION
The proposed project will be developed on 1.44 acres of land. The property is zoned Gold Line District
within the Azusa TOD Specific Plan. The project will include a total of thirty (30) townhomes, the chart
below shows the breakdown:
Plan 1 Plan 1X Plan 2 Bldg Type
Bedrooms 2 2 3
SF 1,330 1,336 1,834
Bldg A1 1 1 3 5 Plex
Bldg A2 1 1 3 5 Plex
Bldg B1 4 4 Plex
Bldg B2 4 4 Plex
Bldg C1 1 1 4 6 Plex
Bldg C2 1 1 4 6 Plex
Total Units 4 4 22 30
Parking
The proposed project will have a total of 60 parking stall which will be located within garages. Each
unit will have a two car garage. 8 units will have tandem parking. The Azusa TOD Specific Plan does
not mention guest parking, although the applicant has provided five (5) guest parking stalls. The chart
below shows the breakdown per unit:
Total
Units
Required Parking
Spaces per Unit
Parking
Required
Provided Parking
Spaces per Unit
Parking
Provided
2
Bedroom
8 1.5 12 2 16
3
Bedroom
22 1.5 33 2 44
Total 30 45 60
Residential Open Space
The proposed project shall have residential private and common open space as required per the Azusa
TOD Specific Plan. Each unit shall have 100 square feet (sf) for the required private open space with
defined spaces and 25 sf of common open space per unit with a minimum of 10’ in any direction. The
chart below shows the breakdown per unit:
Required Private
Open Space
Provided Private
Open Space
Required
Common Space
Provided
Common Space
Plan 1X 100 sf 132 sf 25 sf per unit or
750 sf
13,064 sf
Plan 1 100 sf 100 sf
Plan 2 100 sf Min. 230 sf Max
610 sf
Total 3,000 sf 7,528 sf 750 sf 13,064
Development Agreement with Olson Company for 30 Unit Townhome Project
November 7, 2016
Page 3 of 8
Spanish Colonial Architectural Design
The proposed project shall have a Spanish Colonial architectural design for the entire project. Spanish
Colonial is an adaptation of Mission Revival enriched with additional Latin American detail and
elements. Some of the elements include:
3 story massing with strong 1 story element
Gable roof
Spanish tile
Awning
White and earth tones
Wrought iron/decorative metal
Architectural vent detailing
The Spanish Colonial architectural design is similar to the surrounding neighborhood. The design also
complements the existing Target and Azusa Intermodal Transit Center.
Environmental Review
ENVIRONMENTAL DETERMINATION: Categorical Exemption
The project described herein is consistent with the Class 32 Categorical Exemption in that:
(a). The project is located within the Azusa TOD Specific Plan. Speci fically, the site is within the Gold
Line District of the Specific Plan. The proposed townhomes are a permitted use in the Gold Line
District. The Azusa General Plan land use designation for the site is Commercial/Residential Mixed Use
and allows up to a maximum of 27 DU/AC. The 1.44 net-acre site would allow the development of up
to 38 residential units. The zoning for the site is Gold Line District. The proposed residential use is
consistent with the uses allowed by the existing zoning. The project proposes 30 residential units, 8
units less than allowed by the General Plan. The project is consistent with the land use allowed for the
site by the Azusa General Plan and the existing zoning.
(b). The project site is located within the Azusa city limits and is less than five acres (1.44 net-acres).
The site is surrounded by urban uses, including single-family detached and multi-family residential to
the north, the Gold Line Downtown rail station and a City parking structure to the west, multi-family
residential to the east, and the Los Angeles County Metropolitan Transportation Authority (METRO)
Gold Line rail lines and a freight line to the south. Dalton Avenue is adjacent to and east of the site and
the City parking structure and busway is adjacent to and west of the site.
(c). There is very little existing on-site vegetation. The existing vegetation includes non-native grasses
on the small vacant parcel in the northeast area of the site. There is one tree on -site in the western
portion of the site adjacent to the busway. There is an oak tree on the Metro Line property adjacent to
the southern project boundary. The existing tree in the western portion of the site will be removed to
allow development of the site. The existing vegetation does not provide any value as habitat for
endangered, rare or threatened animal species.
(d). The project will not have any significant effects relating to traffic, noise, or air quality. The project
Development Agreement with Olson Company for 30 Unit Townhome Project
November 7, 2016
Page 4 of 8
is estimated to generate approximately 174 daily trips with 13 AM peak hour trips and 16 PM peak hour
trips. The project will generate less than 500 daily vehicle trips, which is the daily threshold by the Los
Angeles County Department of Public Works Traffic Impact Analysis Report Guidelines for requiring
preparation of a traffic impact. The project will generate less than half the 24-hour weekday traffic that
is required for the preparation of a traffic impact study. The project also generates less than 50 peak
hour trips, which is a threshold for conducting an intersection analysis. Based on the 38 residential units
that are allowed for development on the site by the General Plan, the project will generate less traffic
than estimated for the site by the TOD Specific Plan EIR. The project traffic will not impact any area
intersections or roadways that will serve the site. Site access will be provided by an approximate 26-
foot wide two-way driveway at Dalton Avenue. The driveway design is adequate to provide suitable
ingress/egress at Dalton Avenue. All on-site drive aisles are approximately 24-feet in width and
adequate to provide internal circulation throughout the site, including access for emergency vehicles,
including police and fire department emergency equipment. Because the proposed residential u se is
consistent with the General Plan and zoning and the project proposes 8 units less than allowed, the
project will not have any significant noise impacts compared to the noise identified for the site by the
TOD Specific Plan EIR. As a result, the project will not generate noise that will exceed City adopted
noise level standards or significantly impact any adjacent residents. The air emissions that will be
generated by the project will be less than the emissions estimated to be generated with the deve lopment
of 38 units as allowed by the General Plan. Because the project proposes 8 fewer units than allowed, the
short- and long-term project air emissions will not exceed any air emission thresholds established by
SCAQMD. Therefore, the project will not have any significant air quality impacts. Surface water from
the site will be carried by interior street curbs and gutters to strategically placed catch basins. Low
water flows will be discharged to two proposed on-site infiltration systems located at the common social
space area and the open space area at the southwest corner of the site to filter low surface water flows
and on-site infiltration. Larger storm water flows will be collected and discharged at the southwest
corner of the site to an off-site underground storm drain system. The existing off-site storm drain
system that currently serves the site has capacity to serve the project without any local or regional on - or
off-site flooding.
(e). The project can be served by all required utilities including power, natural gas, sewer, water and
storm drains that either exists on-site or within Dalton Avenue and the adjacent City property to the west
of the site. Public services, including police and fire protection and trash collection can serve the
project, as conditioned, without significant impacts to those public services.
CEQA Guidelines Section 15300.2 Exceptions, list six exceptions for the use of a categorical
exemption. As discussed below, none of the exceptions of CEQA Guidelines Section 15300.2 are
applicable to the proposed project.
(a) Location. Classes 3, 4, 5, 6, and 11 are qualified by consideration of where the project is to be
located -- a project that is ordinarily insignificant in its impact on the environment may in a particularly
sensitive environment be significant. Therefore, these classes are considered to apply all instances,
except where the project may impact on an environmental resource of hazardous or critical concern
where designated, precisely mapped, and officially adopted pursuant to law by federal, state, or local
agencies. The project is located in an urban area that is surrounded by existing residential and
commercial development. Because the project is in a highly urbanized area it is considered an infill
project. The infill exemption analysis already concludes that the project site and the immediate area do
not have any sensitive habitat or hazardous conditions and there is no other evidence that indicates that
due to its location there is any sensitive habitat or hazardous conditions either on or adjacent to the site
Development Agreement with Olson Company for 30 Unit Townhome Project
November 7, 2016
Page 5 of 8
that would be impacted by or impact the project.
(b) Cumulative Impact. All exemptions for these classes are inapplicable when the cumulative impact of
successive projects of the same type in the same place, over time is significant. The City’s list of current
projects was reviewed to determine if there are any projects that along with the proposed project would
have significant cumulative impacts. There are no projects in Azusa that, along with the project, would
have cumulative impacts. The infill exemption analysis above considers all cumulative projects in the
immediate vicinity of the site and concludes that there would not be any significant cumulative impacts,
including traffic, noise, air quality, greenhouse gas, public services and utilities
(c) Significant Effect. A categorical exemption shall not be used for an activity where there is a
reasonable possibility that the activity will have a significant effect on the environment due to unusual
circumstances. The infill exemption analysis concludes that the project would not have any significant
aesthetic, biology, hydrology, soils/geotechnical, land use, traffic, air quality, noise, water quality,
utilities and public services impacts due to unusual circumstances.
(d) Scenic Highways. A categorical exemption shall not be used for a project which may result in
damage to scenic resources, including but not limited to, trees, historic buildings, rock outcroppings, or
similar resources, within a highway officially designated as a state scenic highway. This does not apply
to improvements which are required as mitigation by an adopted negative declaration or certified
EIR. None of the roads either adjacent to or in close proximity to the site, including Dalton Avenue,
Alameda Avenue and 9th Street, are designated a State of California scenic highway.1 The project would
not impact a scenic highway.
(e) Hazardous Waste Sites. A categorical exemption shall not be used for a project located on a site
which is included on any list compiled pursuant to Section 65962.5 of the Government Code. The infill
exemption analysis concludes the project site is not a listed hazardous waste site pursuant to Section
65962.5 of the Government Code.
(f) Historical Resources. A categorical exemption shall not be used for a project which may cause a
substantial adverse change in the significance of a historical resource. The project site is mostly
vacant, with the exception of a vacant industrial building and two existing vacant Quonset huts. Based
on a records search and other available information, the Quonset huts do not meet any listing criteria for
historical significance. Therefore, the Quonset huts are not considered a historical resource and their
removal would not have any historical resource impacts.
Based on the above analysis, the project meets and complies with the conditions in CEQA Guidelines
Section 15332 and will not have any significant environmental impacts.
DEVELOPMENT AGREEMENT (DA-2016-01)
The Azusa Municipal Code Section 88.53 – Development Agreements establishes procedures and
requirements for the review and approval of development agreements, consistent with Government Code
Sections 65864, et seq. The applicant is requesting approval of a development agreement (DA-2016-01)
which would serve as a mechanism to streamline the development of the project.
1 http://www.dot.ca.gov/hq/LandArch/scenic/schwy.htm
Development Agreement with Olson Company for 30 Unit Townhome Project
November 7, 2016
Page 6 of 8
FINDINGS
Development Agreement No. DA-2016-01
A. The approval of a development agreement shall require that the review authority first find
that the agreement and approved development are consistent with the general plan.
In accordance with the General Plan, the development is in conformance with the following
General Plan Policies:
Chapter 3 of the Azusa General Plan, titled “The Built Environment”, sets goals and policies for
the City’s Districts zones. Policy 4.3, encourages “Development of housing in both mixed -use
settings and “stand alone” structures provide each unit with ground floor individual entry, and
the architecture and site design convey the sense of individual units. The proposed development
will support this policy by utilizing entrances and courtyards facing Dalton Avenue.
Land Use Policy 4.2:
Encourage the revitalization of [City] districts including the Downtown District which is the
heart of the City to be anchored by the Gold Line light rail transit station and transit oriented
development.
Land Use Policy 4.5:
Within the Downtown District . . ., provide for the development of a Gold Line transit station (to
be served by rail, bus, and private vehicles), supporting transit-oriented development.
Mobility Policy 8.5:
Encourage locating and designing new developments to encourage access by non-auto modes.
The project is consistent with the Azusa TOD Specific Plan. The subject site does not have any
previously approved planning permits. There is a development agreement associated with this
project.
STREET ALLEY VACATION
The vacation of the street alley is necessary for the project to be fully developed to the highest and best
use. The street alley vacation will increase the building area of the project.
The street alley vacation is described as follows:
Being a portion of certain north/south alley between busway (Formerly Alameda Avenue) and Dalton
Avenue, south of 9th Street, 20 feet wide, as shown on map of Azusa, in the City of Azusa, County of
Los Angeles, State of California, as per Map Recorded in Book 15 page 93 of Miscellaneous Records in
the Office of the County of Recorded of said County, included within block 19 of said map of Azusa
bounded as follows:
Bounded on the west by easterly lines of lots 17 and 18 of said block 19;
Bounded on the east by westerly line of lot 3 of said block 19;
Development Agreement with Olson Company for 30 Unit Townhome Project
November 7, 2016
Page 7 of 8
Bounded on the south by the northerly line of resolution No. 94-C34 recorded July 19, 1994 as
instrument No. 94-1339841, both of official records;
Bounded on the north by the easterly prolongation of the southerly line of lot 16, block 19 and westerly
prolongation of the southerly line of lot 2, block 19
Containing 1,000.00 sf more or less
The attached Resolution of Intent to Vacate provides for a public hearing on the proposed matter on
November 21, 2016, as required by Section 8322 of the California Streets and Highway Code. Approval
of the proposed resolution will initiate the street vacation process for approximately 1,000 sf of a street
alley located between Busway (Formerly Alameda Avenue), 9th Street, and Dalton Avenue.
PURCHASE AND SALE AGREEMENT
The Purchase and Sale Agreement will be between The Successor Agency of the Azusa Redevelopment
Agency and the Olson Urban Housing, LLC. The Successor Agency of the Azusa Redevelopment
Agency is the current owners of APN 8608-027-905, 906, 907, and 908. The Planning Commission
approved Resolution No. 2016-09 on June 15, 2016; which made certain findings required under
California Government Code 65402 to allow the disposition of property by the City of Azusa to the
Successor Agency to the Azusa Redevelopment Agency. Below are some highlights from the Purchase
and Sale Agreement:
Alley Vacation
o Vacation of approximately 1,000 sf alley located between the busway to the west, 9th
Street to the north, and Dalton Avenue to the east.
CFD Formation
o Developer agrees to support the creation of a community facilities district (the “CFD”)
with respect to the Community pursuant to the provisions of California Government Code
Section 53311, et. seq.; provided, that Developer shall not be responsible for any costs of
creation of the CFD resolution in a maximum initial tax rate of $225 per year per home
within the Community and subject to annual increase to reflect an inflation adjustment.
Infrastructure Improvements
o Relocating or replacing dry utility lines, including the cost of undergrounding such utility
lines
o Developer’s cost of abandonment, relocation and replacement to any public portion of the
sewer system, whether located on or off-site, which are required for development of the
Property; provided that the reduction in the Purchase Price attributable to such sewer
system improvements shall not exceed $65,000
o The cost of remediating Hazardous Materials for which the Seller is responsible
PUBLIC NOTICE:
The project’s public hearing was duly noticed to all owners and residents within 300’ radius of the
project. The public notice was mailed on Thursday, October 27, 2016. The public notice was published
in the San Gabriel Valley Tribune on Friday, October 28, 2016.
Development Agreement with Olson Company for 30 Unit Townhome Project
November 7, 2016
Page 8 of 8
FISCAL IMPACT:
The Development Agreement (DA-2016-01) and Street Alley Vacation will not have a fiscal impact to
the City. Since the property is owned by the Successor Agency, the revenue generated by the Purchase
Sale and Agreement will be distributed among the various taxing agencies based on Los Angeles County
Property Tax Formula.
Prepared by: Reviewed and Approved:
Kurt Christiansen, FAICP Louie F. Lacasella
Director of Economic and Community Development Management Analyst
Reviewed and Approved:
Troy L. Butzlaff, ICMA-CM
City Manager
Attachments:
1) Aerial Map
2) Ordinance No. 2016-O10 for DA-2016-01
3) Development Agreement No. DA-2016-01
4) CC Resolution No. 2016-C75 for Street Alley Vacation
5) Purchase and Sale Agreement
6) General Plan Conformity Staff Report and Resolution No. 2016-09
7) The Olson Company 30 Townhomes Plans 11” x 17”
9th St. Dalton Ave.Busway(Formerly Alameda Ave.)´
1 inch = 100 feet
Path: C:\ArcGIS_Misc Projects 5\Manny\9th and Alameda Exhibit.mxd Date: Thursday, November 03, 2016
J.Prado
Attachment
Legend
8608-027-905
8608-027-906
8608-027-907
8608-027-908
Alley Vacation
A z u s a G I S
A z u s a G I S
ORDINANCE NO. 2016-O10
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF AZUSA
APPROVING A DEVELOPMENT AGREEMENT NO. DA-2016-01 WITH
THE OLSON COMPANY REGARDING THE DEVELOPMENT OF THIRTY
(30) TOWNHOMES LOCATED IN THE GOLD LINE DISTRICT OF THE
AZUSA TOD SPECIFIC PLAN AT 803, 805 AND 809 N. DALTON AVENUE
(APNS 8608-027-905, 906, 907 AND 908)
WHEREAS, on July 7, 2016, The Olson Company filed with the City of Azusa (“City”) an
application for Development Agreement (DA-2016-01) regarding the development of thirty (30)
townhomes in the Gold Line District of the Azusa TOD Specific Plan at 803, 805, and 809 N. Dalton
Avenue; and
WHEREAS, the Planning Commission of the City of Azusa, recommended approval of
Development Agreement No. DA-2016-01 to City Council of City of Azusa during the dully noticed
Planning Commission meeting on October 12, 2016; and
WHEREAS, the City Council of the City of Azusa, has given notice thereof as required by
law, held a public hearing on the application of Development Agreement No. DA-2016-01 for The
Olson Company to develop thirty (30) townhomes located in the Gold Line District of the Azusa
TOD Specific Plan; 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, now wishes to approve the development
agreement with The Olson Company.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AZUSA DOES
HEREBY RESOLVE AS FOLLOWS:
SECTION 1: The project described herein is consistent with the Class 32 Categorical
Exemption in that:
(a). The project is located within the Azusa TOD Specific Plan. Specifically, the site is within the
Gold Line District of the Specific Plan. The proposed townhomes are a permitted use in the Gold
Line District. The Azusa General Plan land use designation for the site is Commercial/Residential
Mixed Use and allows up to a maximum of 27 DU/AC. The 1.44 net-acre site would allow the
development of up to 38 residential units. The zoning for the site is Gold Line District. The
proposed residential use is consistent with the uses allowed by the existing zoning. The project
proposes 30 residential units, 8 units less than allowed by the General Plan. The project is consistent
with the land use allowed for the site by the Azusa General Plan and the existing zoning.
(b). The project site is located within the Azusa city limits and is less than five acres (1.44 net-
acres). The site is surrounded by urban uses, including single-family detached and multi-family
residential to the north, the Gold Line Downtown rail station and a City parking structure to the west,
multi-family residential to the east, and the Los Angeles County Metropolitan Transportation
Authority (METRO) Gold Line rail lines and a freight line to the south. Dalton Avenue is adjacent
Ordinance No. 2016-O10 for DA-2016-01 – 30 Townhomes – The Olson Company
November 7, 2016
Page 2 of 6
to and east of the site and the City parking structure and busway is adjacent to and west of the site.
(c). There is very little existing on-site vegetation. The existing vegetation includes non-native
grasses on the small vacant parcel in the northeast area of the site. There is one tree on-site in the
western portion of the site adjacent to the busway. There is an oak tree on the Metro Line property
adjacent to the southern project boundary. The existing tree in the western portion of the site will be
removed to allow development of the site. The existing vegetation does not provide any value as
habitat for endangered, rare or threatened animal species.
(d). The project will not have any significant effects relating to traffic, noise, or air quality. The
project is estimated to generate approximately 174 daily trips with 13 AM peak hour trips and 16 PM
peak hour trips. The project will generate less than 500 daily vehicle trips, which is the daily
threshold by the Los Angeles County Department of Public Works Traffic Impact Analysis Report
Guidelines for requiring preparation of a traffic impact. The project will generate less than half the
24-hour weekday traffic that is required for the preparation of a traffic impact study. The project also
generates less than 50 peak hour trips, which is a threshold for conducting an intersection analysis.
Based on the 38 residential units that are allowed for development on the site by the General Plan,
the project will generate less traffic than estimated for the site by the TOD Specific Plan EIR. The
project traffic will not impact any area intersections or roadways that will serve the site. Site access
will be provided by an approximate 26-foot wide two-way driveway at Dalton Avenue. The
driveway design is adequate to provide suitable ingress/egress at Dalton Avenue. All on-site drive
aisles are approximately 24-feet in width and adequate to provide internal circulation throughout the
site, including access for emergency vehicles, including police and fire department emergency
equipment. Because the proposed residential use is consistent with the General Plan and zoning and
the project proposes 8 units less than allowed, the project will not have any significant noise impacts
compared to the noise identified for the site by the TOD Specific Plan EIR. As a result, the project
will not generate noise that will exceed City adopted noise level standards or significantly impact any
adjacent residents. The air emissions that will be generated by the project will be less than the
emissions estimated to be generated with the development of 38 units as allowed by the General
Plan. Because the project proposes 8 fewer units than allowed, the short- and long-term project air
emissions will not exceed any air emission thresholds established by SCAQMD. Therefore, the
project will not have any significant air quality impacts. Surface water from the site will be carried
by interior street curbs and gutters to strategically placed catch basins. Low water flows will be
discharged to two proposed on-site infiltration systems located at the common social space area and
the open space area at the southwest corner of the site to filter low surface water flows and on-site
infiltration. Larger storm water flows will be collected and discharged at the southwest corner of the
site to an off-site underground storm drain system. The existing off-site storm drain system that
currently serves the site has capacity to serve the project without any local or regional on- or off-site
flooding.
(e). The project can be served by all required utilities including power, natural gas, sewer, water and
storm drains that either exists on-site or within Dalton Avenue and the adjacent City property to the
west of the site. Public services, including police and fire protection and trash collection can serve
the project, as conditioned, without significant impacts to those public services.
Ordinance No. 2016-O10 for DA-2016-01 – 30 Townhomes – The Olson Company
November 7, 2016
Page 3 of 6
CEQA Guidelines Section 15300.2 Exceptions, list six exceptions for the use of a categorical
exemption. As discussed below, none of the exceptions of CEQA Guidelines Section 15300.2 are
applicable to the proposed project.
(a) Location. Classes 3, 4, 5, 6, and 11 are qualified by consideration of where the project is to be
located -- a project that is ordinarily insignificant in its impact on the environment may in a
particularly sensitive environment be significant. Therefore, these classes are considered to apply all
instances, except where the project may impact on an environmental resource of hazardous or
critical concern where designated, precisely mapped, and officially adopted pursuant to law by
federal, state, or local agencies. The project is located in an urban area that is surrounded by
existing residential and commercial development. Because the project is in a highly urbanized area it
is considered an infill project. The infill exemption analysis already concludes that the project site
and the immediate area do not have any sensitive habitat or hazardous conditions and there is no
other evidence that indicates that due to its location there is any sensitive habitat or hazardous
conditions either on or adjacent to the site that would be impacted by or impact the project.
(b) Cumulative Impact. All exemptions for these classes are inapplicable when the cumulative impact
of successive projects of the same type in the same place, over time is significant. The City’s list of
current projects was reviewed to determine if there are any projects that along with the proposed
project would have significant cumulative impacts. There are no projects in Azusa that, along with
the project, would have cumulative impacts. The infill exemption analysis above considers all
cumulative projects in the immediate vicinity of the site and concludes that there would not be any
significant cumulative impacts, including traffic, noise, air quality, greenhouse gas, public services
and utilities
(c) Significant Effect. A categorical exemption shall not be used for an activity where there is a
reasonable possibility that the activity will have a significant effect on the environment due to
unusual circumstances. The infill exemption analysis concludes that the project would not have any
significant aesthetic, biology, hydrology, soils/geotechnical, land use, traffic, air quality, noise, water
quality, utilities and public services impacts due to unusual circumstances.
(d) Scenic Highways. A categorical exemption shall not be used for a project which may result in
damage to scenic resources, including but not limited to, trees, historic buildings, rock outcroppings,
or similar resources, within a highway officially designated as a state scenic highway. This does not
apply to improvements which are required as mitigation by an adopted negative declaration or
certified EIR. None of the roads either adjacent to or in close proximity to the site, including Dalton
Avenue, Alameda Avenue and 9th Street, are designated a State of California scenic highway.1 The
project would not impact a scenic highway.
(e) Hazardous Waste Sites. A categorical exemption shall not be used for a project located on a site
which is included on any list compiled pursuant to Section 65962.5 of the Government Code. The
1 http://www.dot.ca.gov/hq/LandArch/scenic/schwy.htm
Ordinance No. 2016-O10 for DA-2016-01 – 30 Townhomes – The Olson Company
November 7, 2016
Page 4 of 6
infill exemption analysis concludes the project site is not a listed hazardous waste site pursuant to
Section 65962.5 of the Government Code.
(f) Historical Resources. A categorical exemption shall not be used for a project which may cause a
substantial adverse change in the significance of a historical resource. The project site is mostly
vacant, with the exception of a vacant industrial building and two existing vacant Quonset huts.
Based on a records search and other available information, the Quonset huts do not meet any listing
criteria for historical significance. Therefore, the Quonset huts are not considered a historical
resource and their removal would not have any historical resource impacts.
Based on the above analysis, the project meets and complies with the conditions in CEQA
Guidelines Section 15332 and will not have any significant environmental impacts.
SECTION 2: In accordance with the General Plan, the City Council hereby finds the
development in conformance with the following General Plan Policies:
Chapter 3 of the Azusa General Plan, titled “The Built Environment”, sets goals and policies for the
City’s Districts zones. Policy 4.3, encourages “Development of housing in both mixed-use settings
and “stand alone” structures provide each unit with ground floor individual entry, and the
architecture and site design convey the sense of individual units. The proposed development will
support this policy by utilizing entrances and courtyards facing Dalton Avenue.
Land Use Policy 4.2:
Encourage the revitalization of [City] districts including the Downtown District which is the heart of
the City to be anchored by the Gold Line light rail transit station and transit oriented development.
Land Use Policy 4.5:
Within the Downtown District . . ., provide for the development of a Gold Line transit station (to be
served by rail, bus, and private vehicles), supporting transit-oriented development.
Mobility Policy 8.5:
Encourage locating and designing new developments to encourage access by non-auto modes.
SECTION 4: That in accordance with Section 88.53.030 of the Azusa Development Code,
the City Council finds that the proposed Development Agreement complies with the Azusa
Development Code based on the following findings:
A. The approval of a development agreement shall require that the review authority first
find that the agreement and approved development are consistent with the general
plan.
In accordance with the General Plan, the development is in conformance with the following
General Plan Policies:
Ordinance No. 2016-O10 for DA-2016-01 – 30 Townhomes – The Olson Company
November 7, 2016
Page 5 of 6
Chapter 3 of the Azusa General Plan, titled “The Built Environment”, sets goals and policies
for the City’s Districts zones. Policy 4.3, encourages “Development of housing in both
mixed-use settings and “stand alone” structures provide each unit with ground floor
individual entry, and the architecture and site design convey the sense of individual units.
The proposed development will support this policy by utilizing entrances and courtyards
facing Dalton Avenue.
Land Use Policy 4.2:
Encourage the revitalization of [City] districts including the Downtown District which is the
heart of the City to be anchored by the Gold Line light rail transit station and transit oriented
development.
Land Use Policy 4.5:
Within the Downtown District . . ., provide for the development of a Gold Line transit station
(to be served by rail, bus, and private vehicles), supporting transit-oriented development.
Mobility Policy 8.5:
Encourage locating and designing new developments to encourage access by non-auto
modes.
The project is consistent with the Azusa TOD Specific Plan. The subject site does not have
any previously approved planning permits. There is a development agreement associated
with this project.
The development agreement serves as a mechanism to streamline the development of the
project.
SECTION 5: Based on the entire record before the City Council, all written and oral
evidence presented to the City Council, and the aforementioned findings, the City Council does
hereby approve Development Agreement No. DA-2016-01 for The Olson Company to develop thirty
(30) townhomes located in the Gold Line District of the Azusa TOD Specific Plan; and, subject to
the conditions of approval associated with DR-2016-08, MUP-2016-09, V-2016-06 and V-2016-07
and incorporated herein by reference, as though set out in full and at length.
SECTION 6: A summary of this Ordinance shall be published in the manner required by
law.
PASSED, APPROVED and ADOPTED this 7th day of November, 2016.
____________________________________
Joseph Romero Rocha
Mayor
Ordinance No. 2016-O10 for DA-2016-01 – 30 Townhomes – The Olson Company
November 7, 2016
Page 6 of 6
ATTEST:
____________________________________
Jeffrey Lawrence Cornejo, Jr.
City Clerk
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES )ss.
CITY OF AZUSA )
I HEREBY CERTIFY that the foregoing Ordinance NO. 2016-O10, was duly introduced
and placed upon first reading at a regular meeting of the Azusa City Council on the 7th day of
November, 2016 and that thereafter, said Ordinance was duly adopted and passed at a regular
meeting of the Azusa City Council on the ____ by the following vote wit:
AYES:
NOES:
ABSENT:
____________________________________
Jeffrey Lawrence Cornejo, Jr.
City Clerk
APPROVED AS TO FORM:
____________________________________
Marco A. Martinez
Best Best & Krieger LLP
City Attorney
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Recorded At The Request EXEMPT FROM RECORDING
And When Recorded FEES UNDER CALIFORNIA
Return To: GOVERNMENT CODE § 27383
Jeffrey Cornejo
City Clerk
City of Azusa
213 E. Foothill Blvd.
Azusa, CA 91702-2550
DEVELOPMENT AGREEMENT NO. 2016-01 CONCERNING CERTAIN
PARCELS OF REAL PROPERTY LOCATED AT 803, 805 AND 809 N. DALTON
AVENUE (APNS 8608-027-905, 906, AND 908) AND 810 NORTH ALAMEDA
AVENUE, (APN 8608-027-907), AZUSA, CALIFORNIA
THIS DEVELOPMENT AGREEMENT (“Agreement”) is made and entered into
as of the “Effective Date” set forth herein by and between OLSON URBAN HOUSING,
LLC, a Delaware limited liability company (“Developer”) and the CITY OF AZUSA, a
municipal corporation organized and existing under the laws of the State of California
(“City”) (individually a “Party” and collectively the “Parties” sometimes herein).
W I T N E S S E T H:
A. Recitals.
(i). Article 2.5 of Chapter 4 of Division 1, Title 7 of the California
Government Code, commencing at § 65864, authorizes cities to enter into binding
development agreements with persons having legal or equitable interests in real property
for the development of such property.
(ii). The Successor Agency to the Redevelopment Agency of the City of Azusa
(“Agency”) is the owner of those certain parcels of real property, containing 59,600
square feet of land, more or less, located at 803, 805 and 809 N. Dalton Avenue (APNs
8608-027-905, 906, and 908) and 810 North Alameda Avenue, Azusa (APN 8608-027-
907) each as more specifically described in Exhibit “A” (“Property”). Developer has
entered into that certain Purchase and Sale Agreement (Olson Company/A-3 Property)
(“PSA”), as the same may have been previously or is hereafter amended, with the Agency
to acquire the Property. As a material part of said PSA, Agency requires Developer to
obtain all final approvals required for development of the Property as contemplated
herein as a condition to the close of escrow and transfer of the Property.
(iii). The Property is now zoned for residential/mixed-use development per
City’s Downtown Transit Village Gold Line District Specific Plan (TOD Specific Plan)
pursuant to the provisions of City’s Municipal Code and Zoning Map, as amended to date
hereof. Developer and City desire to provide, through this Development Agreement,
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more specific development controls on the Property which will provide for maximum
efficient utilization of the Property in accordance with sound planning principles.
(iv). On the XX day of XXXXXX, 2016, City adopted its Ordinance No. 2016-
0XX, thereby approving this Development Agreement with Developer and said
Ordinance was effective on XX XXXXXX, 2016.
B. Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. Definitions. In this Agreement, unless the context otherwise requires, the
following terms shall have the following meaning:
(a). “City” is the City of Azusa.
(b). “Default” Shall mean the failure of a party to perform any material action
or covenant required by and within the time periods provided herein following notice
and expiration of the opportunity to cure without such cure being completed, as set forth
in § 19 of this Agreement.
(c). “Development Fees” shall mean those fees, charges, and exactions
imposed by the City upon the development of the Project on the Property, including, but
not limited to, application fees, processing fees, development fees, impact fees,
mitigation fees, park fees, storm drain fees, sewer fees, and other related or like charges
or fees. Subject to the provisions of § 11.(b)., all Development Fees applicable to the
Project are identified in Exhibit “F” attached hereto and incorporated herein.
(d). “Developer” is the OLSON URBAN HOUSING, LLC, a Delaware
limited liability company.
(e). “Development Plan” shall mean those plans and specifications attached
hereto, marked as Exhibit “B” and incorporated herein by this reference, and comprised
of the following documents including, but not limited to, a final site plan (including
design elevations), subdivision map and site utilization map, stamped “Received,
XXXXX XX, 2016, Community Development Department, City of Azusa.” The
Development Plan attached hereto includes various conditions of approval set forth in
Exhibit “C” hereto which are not changed, altered or modified by this Development
Agreement unless specifically set forth herein. The Project also includes the records of
applications by Developer, and the proceedings before the Planning Commission and
City Council, and all such records and files in these matters are incorporated herein by
this reference as though set forth in full.
(f). “Effective Date” shall mean the 31st calendar day following adoption of
the ordinance approving this Agreement by City’s City Council.
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(g). “Existing Development Regulations” means the ordinances, rules,
regulations and official policies of the City that are in effect as of the Effective Date of
the Agreement which regulate the use of real property, including, but not limited to, its
development, its subdivision, and the design, density, use, occupancy, improvement and
construction of structures thereon, and which establish Development Fees, dedications, or
exactions that may be imposed as a condition of obtaining any City approval necessary
for a use of real property. Existing Development Regulations, include, but are not limited
to, each element of the City’s General Plan, every portion of the City’s Municipal Code
regulating use(s) of real property (including all zoning codes, development codes,
subdivisions codes, and CEQA implementation codes), and the provisions of any Specific
Plan or Variances applicable to the Property, except as specifically modified
herein. Subject to the provisions of § 11.(b)., below, existing Development Regulations
shall mean and include only those Developer Fees in effect as of the Effective Date of
this Agreement and shown on Exhibit “F” attached hereto.
(h). “Project” is that development approved for the Property as provided in
this Development Agreement containing 30 three-story townhome residential units,
comprised of four 2 bedroom units with approximately 1,330 square feet, four 2 bedroom
units with approximately 1,336 square feet and twenty-two 3-bedroom units with
approximately 1,834 square feet, garage facilities, code required parking and related uses,
including an 8-foot perimeter wall along the west and south project boundaries, all as
reflected in the Development Plan attached hereto as Exhibit “B” and the conditions set
forth in Exhibit “C.”
(i). “Project Approvals” shall mean any necessary land use, development,
and building approvals and entitlements required for the development and construction of
the Project, including, but not limited to, General Plan amendments, zone changes, zone
variances, conditional use permits, site plan review, Variances, grading permits, building
permits, actions under the Subdivision Map Act, encroachment permits, business licenses
and other development approvals that will accomplish the goals, objectives, policies and
plans referenced, described, implied and shown in this Agreement.
(j). “Project Plans” shall mean all plans for grading, drainage, traffic,
parking, construction and/or building, landscaping and other plans related to the Project
and all designs, diagrams, drawings, specifications and other representations of or
documents associated with such Project Plans.
(k). “Public Benefits” shall mean those contributions by Developer designed
to defray the impact of the Project and/or provide Developer’s fair share contributions to
projects or improvements necessary to minimize the impact(s) of the Project on the City
which are set forth in Exhibit “G” hereto. Developer agrees to provide said Public
Benefits in accordance with the timelines for each such contribution as set forth in said
Exhibit “G.”
(l). “Public Improvements” shall mean those public improvements, including
but not limited to streets, street lights, traffic signals, curbs, gutters, sidewalks, parkway
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landscaping, irrigation systems, storm drains, sewers, and other public facilities related to
the Project and required to be constructed and installed in the existing public rights-of-
way and/or on areas of the Property to be dedicated to the City by the Developer as part
of the development of the Project. The Public Improvements are more fully listed and
described in Exhibit “D,” which is attached hereto and incorporated herein by reference.
(m) "Variances" shall mean and refer to all variances, minor use permits, or
other like approvals modfiying or qualifying any otherwise applicable general
development standards or requirements, including, the variance for building massing and
rooflines and the minor use permit for perimeter wall height which have been approved
for the Project prior to the Effecitive Date of this Agreement.
2. Recitals. The recitals are part of the Agreement between the Parties and
shall be enforced and enforceable as any other provision of this Agreement.
3. Interest of Property Owner. Developer warrants and represents that it
has right to acquire the Property, pursuant to the PSA, that it has full legal right to enter
into this Agreement and that the persons executing this Agreement on behalf of
Developer have been duly authorized to do so.
4. Binding Effect of Agreement. Subject to Developer’s acquisition of
legal title to the Property, Developer hereby subjects the Project and the land described in
Exhibit “A” hereto to the covenants, reservations and restrictions as set forth in this
Agreement. The City and the Developer hereby declare their specific intent that the
covenants, reservations and restrictions as set forth herein shall be deemed covenants
running with the land and shall pass to and be binding upon Developer’s successors and
assigns in title or interest to the Project. Following Developer’s acquisition of the
Property, each and every contract, deed or other instrument thereafter executed, covering
or conveying the Project or any portion thereof shall conclusively be held to have been
executed, delivered and accepted subject to the covenants, reservations and restrictions
expressed in this Agreement, regardless of whether such covenants, reservations and
restrictions are set forth in such contract, deed or other instrument.
City and Developer hereby declare their understanding and intent that the burden
of the covenants, reservations and restrictions set forth herein touch and concern the land
in that the Developer’s legal interest in the Project is rendered less valuable thereby. The
City and Developer hereby further declare their understanding and intent that the benefit
of such covenants touch and concern the land by enhancing and increasing the enjoyment
and use of the Development by Developer and the future occupants of the Project, the
intended beneficiaries of such covenants, reservations and restrictions, and by furthering
the public purposes for which this Agreement is adopted. Further, the parties hereto
agree that such covenants, reservations and restrictions benefit all other real property
located in the City of Azusa.
5. Relationship of Parties. It is understood that the contractual relationship
between City and Developer is such that Developer is an independent party and is not the
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agent of City for any purpose whatsoever and shall not be considered to be the agent of
City for any purpose whatsoever.
6. Term of Agreement. The term of the Agreement shall commence on the
Effective Date and shall expire on December 31, 2041, so long as Developer remains in
material compliance with this Agreement, as from time to time amended.
7. Construction. Developer shall use commercially reasonable efforts, in
accordance with its own business judgment taking into account market conditions and
economic considerations, to complete construction work for the Project on the Property,
and all phases thereof, including, but not limited to, landscaping and all off-site
improvements, pursuant to a building permit or permits issued by City within three (3)
years following the Effective Date, subject to extension for force majeure events.
8. Public Improvements. The following provisions shall apply with regard
to any Public Improvements required for the Project:
(a). Construction of Improvements. Developer hereby agrees to design,
construct, and install, in accordance with the requirements of the City, the Public
Improvements (as set forth in Exhibit “D”). Except as otherwise expressly provided in
the PSA, such design, construction and installation shall be without cost or expense to the
City or any related party.
(b). Improvement Security. Developer shall provide to the City, no later than
the issuance of a grading permit for the Project, an instrument or instruments securing the
commencement, completion, and workmanship of the Public Improvements and securing
the payment of laborers and materialmen performing or to perform work on the Public
Improvements (collectively “Improvement Security”). The Improvement Security shall
be one or more of the securities listed under California Government Code § 66499, as
designated by the City. The principal amount of any Improvement Security shall be
determined by the City by application of California Government Code §§ 66499.3 and
66499.4. All such Improvement Security provided to the City shall be released in
accordance with the provisions of California Government Code § 66499.7.
(c). Dedication of Rights-of-Way for Public Improvements. Developer
shall dedicate such rights-of-way, easements, agreements, licenses, and other grants of
rights over the Property (“Dedications”) to the City as are reasonably required to
accomplish the survey, design, construction, inspection, testing, operation, maintenance,
and repair of the Public Improvements as the City is authorized to require under the
Existing Development Regulations. It is understood, acknowledged, and agreed by
Developer that such Dedications may include, but are not limited to, fee parcels, and
permanent or temporary rights-of-way or easements for public purposes (including street
and utility use, slope, drainage, maintenance, construction, entry and/or access, and
encroachment permits). The Dedications, if any, to be required by the City for the
Project are specified in Exhibit “E” which is attached hereto and incorporated herein by
reference. Developer agrees that the making of such Dedications are part of the
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consideration provided by Developer for this Agreement, that Developer shall not seek,
nor have a right to, any compensation from the City for such Dedications, and that
Developer shall not pursue any legal action for compensation, including inverse
condemnation or eminent domain, with regard to such Dedications.
9. Assignment. Developer shall have the right to sell, mortgage,
hypothecate, assign or transfer all or any portion of this Property (as may be subsequently
subdivided), to any person or entity at any time during the term of this Development
Agreement. Any such transfer shall be deemed to include an assignment of all rights,
duties and obligations created by this Development Agreement with respect to all or any
portion of the Property. The assumption of any or all of the obligations of Developer
under this Agreement pursuant to any such transfer shall relieve Developer, without any
act or concurrence by the City, of its legal duty to perform those obligations except to the
extent that Developer is in default with respect to any and all obligations at the time of
the proposed transfer, in which case its obligations solely with respect to the matter in
default shall continue until such matter is cured. Without limitation of the foregoing,
City specifically acknowledges that upon an assignment of Developer's rights and
obligations under this Agreement to the homeowner's association that will be formed for
the Project, all obligations hereunder, including, without limitation, the maintenance
obligations under § 12 below, shall be assumed by such homeowner's association and
Developer shall have no further responsibility or liability therefor, except to the extent
that Developer is in default with respect to any of those obligations at the time of such
assignment, in which case its obligations solely with respect to the matter in default shall
continue until such matter is cured.
10. General Standards and Restrictions Pertaining to Development of the
Property. The following specific restrictions shall apply to the use of the Property
pursuant to this Development Agreement:
(a). Developer shall have the right to develop the Project on the Property in
accordance with the terms and conditions of this Agreement and City shall have the right
to control development of the Property in accordance with the provisions of this
Agreement. City agrees to timely consider and expeditiously act upon any matter which
is reasonably required, necessary or desirable to accomplish the intent, purpose and
understanding of the parties in entering into this Agreement, including, without
limitation, processing of any ministerial permit or ministerial approval or any request for
a discretionary action or discretionary approval. City further agrees that, if Developer
satisfactorily complies with all preliminary procedures, actions, payments of applicable
Developer Fees, and criteria generally required of developers by the City for processing
applications for such discretionary actions or discretionary approvals that the City will
not unreasonably withhold or unreasonably condition any such subsequent discretionary
action or discretionary approval required in connection with any subsequent project
approval. All subsequent Project approvals shall be subject to the terms and conditions
of this Agreement. Any subsequent Project approval implementing the Project or any
conditions, terms, restrictions and requirements of any such subsequent Project approval
implementing the Project, shall not prevent development of the Project for the uses and in
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accordance with the maximum density or intensity of development set forth in this
Agreement. Subject to Developer’s installation of infrastructure in accordance with the
requirements of the Project Approvals, City hereby acknowledges that it will have
sufficient capacity in its infrastructure and services to accommodate the Project. City
hereby agrees that it will provide all applicable City controlled services to the Project and
that there shall be no restriction by City on hookups or service for the Project with respect
to said items.
(b). The density and intensity of use, the uses allowed, the size of proposed
buildings, provisions for the reservation or dedication of land for public purposes, the
maximum height of proposed buildings and location of public improvements, together
with other terms and conditions of development applicable to the Property, shall be as set
forth in this Development Agreement and the attached Development Plan.
(c). City agrees to cooperate with Developer in the issuance of permits on an
expedited basis and at the earliest feasible date, including, separate and sequential
issuance of demolition, grading and building permits and, if applicable, issuance of
permits prior to recordation of tract maps for the Project; provided Developer’s
applications for such permits comply with all applicable Existing Development
Regulations.
11. Effect of Existing Development Regulations on Development of
Project. Except as expressly provided in this Development Agreement, all substantive
and procedural requirements and provisions contained in City’s ordinances, specific
plans, rules and regulations, including, but not limited to, the Development Code and
building codes, in effect as of the Effective Date of this Development Agreement, shall
apply to the construction and development of the Property and, subject only to the terms
of this Development Agreement, Developer shall have a currently effective vested right
to develop the Property in accordance with the Existing Development Regulations.
(a). The provisions of this ¶ 11 shall not preclude the application to the
development of the Property of those changes in City ordinances, regulations, plans or
specifications which are specifically mandated and required to apply to the Project by
changes in state or federal laws or regulations as provided in California Government
Code § 65869.5 or any successor provision or provisions; provided that the party which
believes such a change or addition to the Existing Development Regulations has occurred
shall provide the other party hereto with a copy of such State or Federal law or regulation
and a statement of the nature of its conflict with the provisions of this Agreement, and the
parties shall, within ten (10) days, meet and confer in good faith and engage in a
reasonable attempt to modify this Agreement to comply with such Federal or State law or
regulation, and, in such discussions, the City and the Developer agree to preserve the
terms of this Agreement and the rights of the Developer derived from this Agreement to
the maximum feasible extent while resolving the conflict.
(b). The payment of fees associated with the construction of the Project,
including land use approvals, development fees, building permits, etc., shall be limited to
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those Development Fees shown on Exhibit “F” attached hereto. Notwithstanding the
foregoing, Developer understands and agrees that changes in state or federal laws, as
defined in § 11.(a)., above, which require the imposition of new or increased fees shall be
paid by Developer.
(c). As provided in California Government Code § 65866, in subsequent
actions applicable to the Property, City may apply new rules, regulations, and policies to
the Property adopted after the Effective Date provided such new rules, regulations and
policies do not conflict in any way with the terms of this Development Agreement or the
rights granted herein or further condition or restrict the development of the Project as
provided for herein.
(d). Nothing herein shall prevent the application of health and safety
regulations (i.e., fire, building, seismic, plumbing, mechanical and electric codes) that
become applicable to the City as a whole when required for adoption by state law, such
as uniform codes.
(e). Notwithstanding anything herein to the contrary, neither the Existing
Development Regulations nor any other governmental restricitions, requirements or
regulations shall prohibit the construction of the Project as shown in the Project Plans.
12. Maintenance of the Property. The Developer shall, at its sole cost and
expense: (i) maintain the appearance and safety of the Property (including all
improvements, fixtures, and landscaping) in good order, condition, and repair, and free
from the accumulation of trash, waste materials, and other debris; (ii) remove all graffiti
placed upon the Property (including all improvements, fixtures, and landscaping) within
seventy-two (72) hours of its appearance; (iii) maintain in good order, condition and
repair, properly functioning landscape irrigation systems on the Property and (iv) remove
and promptly replace all dead or diseased landscaping material on the Property. In the
event of a default of this § 12 and of a failure to commence to cure such default within
fifteen (15) days after service of a written notice by the City, or to thereafter diligently
pursue such cure to completion, then the City or its agents, employees and contractors
shall have the right to enter upon the Property without further notice and to take such
actions as are necessary to cure the default. Developer shall reimburse the City for all
costs associated with cure of the default (including but not limited to, staff services,
administrative costs, legal services, and third party costs), within fifteen (15) days after
service of a written notice by the City. If Developer fails to pay within the time provided,
such costs shall be a lien upon the Property, as provided by California Civil Code §
2881 effective upon the recordation of a notice thereof against the Property. The City
may thereafter enforce and foreclose such lien in any manner legally allowed.
13. Uses. Those uses allowed on the Property shall be as follows:
(a). Permitted Uses.
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(1). Townhouse style single family detached condominium residential
homes, including garages, with private yards, as shown in the Development Plan.
(2). common landscaping maintained by a City-approved homeowners’
association pursuant to covenants, conditions and restrictions applicable to all property
within the Project.
(b). Uses Requiring Use Permit shall be as required pursuant to the
provisions of Chapter 88 of the Azusa Municipal Code, as the same may be amended
from time to time hereafter.
14. Subdivision Map Required. Notwithstanding any other provision or
term hereof, Developer shall process a subdivision map through City’s subdivision map
approval process, comprising all of the property identified in Exhibit “A,” including, but
not limited to, any required relinquishment of vehicular access rights, and cause the final
map to be recorded in the form prescribed by law not later than December 31, 2018,
subject to extension for force majeure events; provided that, upon request of Developer
and upon good cause therefor being shown, the City Administrator of City shall have the
authority to extend the foregoing date for recordation of the final map by up to 90 days
upon an administrative basis and without further authorization from the City. In the
event said map is not recorded as required herein, this Development Agreement shall be
deemed null and void. Developer may, at Developer’s sole risk and expense, apply for
building and grading permits pursuant to City’s codes and ordinances, prior to the
recordation of said map; provided, however, that no certificate of occupancy or other
entitlement of a similar nature may be granted or obtained prior to recordation thereof.
No conditions of approval shall be imposed in connection with processing or approval of
such subdivision map beyond those set forth in Exhibit “C” attached hereto. As provided
in California Government Code §§ 66452.6 and 65863.9, the term of any tentative,
vesting tentative or parcel map hereafter approved with respect to the Project and the
term of each of the Project Approvals shall remain in effect and be valid through the
scheduled termination date of this Agreement or the date such approval would otherwise
be in effect under applicable law, whichever is later.
15. Annual Review. During the term of this Agreement, City shall annually
review the extent of good faith compliance by Developer with the terms of this
Development Agreement. Developer shall file an annual report with the City indicating
information regarding compliance with the terms of this Development Agreement no
later than March 15 of each calendar year. City’s failure to conduct any such annual
review shall not affect the validity or continuing effectiveness of this Agreement.
16. Indemnification. Developer agrees to, and shall, hold City and its elected
and appointed officials, officers, agents and employees free and harmless from all
liability for damage or claims for damage for personal injury, including death, and claims
for property damage which may arise from the direct or indirect operations of Developer
or those of Developer’s contractor, subcontractor, agent, employee or other person acting
on Developer’s behalf which relate to the construction and operation of the Project.
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Developer agrees to, and shall, defend City and its elected and appointed officials,
officers, agents and employees with respect to actions for damages caused or alleged to
have been caused by reason of Developer’s activities in connection with the Project. This
hold harmless provision applies to all damages and claims for damage suffered or alleged
to have been suffered by reason of the operations referred to in this Development
Agreement regardless of whether or not the City prepared, supplied or approved the
plans, specifications or other documents for the Project, but shall not apply to any claim
arising from the acitve negligence or intentional misconduct of the City or any officer or
employee acting on the City’s behalf.
17. Amendments. This Agreement may be amended or canceled, in whole or
in part, only by mutual written consent of the parties and then in the manner provided for
in California Government Code §§ 65868, et seq., or their successor provisions.
18. Minor Amendments to Development Plan. Upon the written application
of Developer, minor modifications and changes to the Development Plan may be
approved by the Director of Development Services pursuant to the terms of City's
Development Code. Such modifications and changes may include but are not limited to
adjustments needed for utility purposes or as required by other governmental regulations.
19. Enforcement. In the event of a default under the provisions of this
Agreement by Developer, City shall give written notice to Developer (or its successor) by
registered or certified mail addressed to the address stated in this Agreement, and if such
violation is not corrected to the reasonable satisfaction of City within thirty (30) days
after such notice is given, or if not corrected within such reasonable time as may be
required to cure the breach or default if said breach or default cannot reasonably be cured
within thirty (30) days (provided that acts to cure the breach or default must be
commenced within said thirty (30) days and must thereafter be diligently prosecuted by
Developer), then City may, without further notice, declare a default under this Agreement
and, upon any such declaration of default, City may terminate this Agreement. Except as
otherwise expressly provided herein with respect to Developer's indemnification and
reimbursement obligations to City, termination of this Agreement shall be the City’s sole
remedy for Developer’s default. Termination of this Agreement shall not affect existing
entitlements or permits issued prior to such termination, although all such permits shall
be and remain subject to any terms and conditions of approval contained therein or
imposed in connection therewith
20. Event of Default. Developer is in default under this Agreement upon the
happening of one or more of the following events or conditions:
(a). If a material warranty, representation or statement is made or furnished by
Developer to City with respect to this Agreement and is false or proved to have been false
in any material respect when it was made;
(b). If a finding and determination is made by City following an annual review
pursuant to ¶ 15 above, upon the basis of substantial evidence, that Developer has not
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complied in good faith with any material terms and conditions of this Agreement, after
notice and opportunity to cure as described in ¶ 19 hereinabove; or
(c). A breach by Developer of any of the provisions or terms of this
Agreement, after notice and opportunity to cure as provided in ¶ 19 hereinabove.
21. No Waiver of Remedies. City does not waive any claim of defect in
performance by Developer if, on periodic review, City does not enforce this Agreement.
Nonperformance by Developer shall not be excused because performance by Developer
of the obligations herein contained would be unprofitable, difficult or expensive or
because of a failure of any third party or entity, other than City; provided that the
foregoing shall not limit the Developer’s right to force majeure extensions where those
are provided for pursuant to § 30 below. Except as otherwise expressly provided herein,
all other remedies at law or in equity which are not otherwise provided for in this
Agreement are available to the parties to pursue in the event that there is a breach of this
Development Agreement. No waiver by City of any breach or default under this
Development Agreement shall be deemed to be a waiver of any other subsequent breach
thereof or default hereunder.
22. Rights of Lenders Under Agreement. This Agreement shall not prevent
or limit Developer, acting in good faith, in any manner, at its sole discretion, from
encumbering the portion of the Property owned by it, or any portion thereof or any
improvement thereon, by any mortgage, deed of trust, or other security device securing
financing with respect to such portion of the Property. The City acknowledges that the
lenders providing such financing may require certain Agreement interpretations and/or
modifications and agrees upon request, from time to time, to meet with the Developer and
representatives of such lenders to negotiate in good faith any such request for
interpretation or modification. City agrees that it will not unreasonably withold consent
to any such requested interpretation or modification provided such interpretation or
modification is consistent with the intent and purposes of this Agreement. Neither the
entering into of this Agreement nor a breach of this Agreement shall defeat, render
invalid, diminish, or impair the lien of any mortgage or deed of trust on the Property, or
any portion thereof, made in good faith and for value. Should Developer place or cause
to be placed any encumbrance or lien on the Project, or any part thereof, the beneficiary
(“Lender”) of said encumbrance or lien shall have the right at any time during the term of
this Agreement and the existence of said encumbrance or lien to:
(a). Do any act or thing required of Developer under this Agreement, and any
such act or thing done or performed by Lender shall be as effective as if done by
Developer;
(b). Realize on the security afforded by the encumbrance or lien by exercising
foreclosure proceedings or power of sale or other remedy afforded in law or in equity or
by the security document evidencing the encumbrance or lien (hereinafter referred to as
“a trust deed”);
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(c). Transfer, convey or assign the title of Developer to the Project to any
purchaser at any foreclosure sale, whether the foreclosure sale be conducted pursuant to
court order or pursuant to a power of sale contained in a trust deed; and
(d). Acquire and succeed to the interest of Developer by virtue of any
foreclosure sale, whether the foreclosure sale be conducted pursuant to a court order or
pursuant to a power of sale contained in a trust deed.
23. Notice to Lender. City shall give written notice of any default or breach
under this Agreement by Developer to Lender (if known by City) and afford Lender the
opportunity after service of the notice to:
(a). Cure the breach or default within thirty (30) days after service of said
notice, where the default can be cured by the payment of money;
(b). Cure the breach or default within thirty (30) days after service of said
notice where the breach or default can be cured by something other than the payment of
money and can be cured within that time; or
(c). Cure the breach or default in such reasonable time as may be required
where something other than payment of money is required to cure the breach or default
and such cure cannot reasonably be performed within thirty (30) days after said notice,
provided that acts to cure the breach or default are commenced within a thirty (30) day
period after service of said notice of default on Lender by City and are thereafter
diligently continued by Lender.
24. Action by Lender. Notwithstanding any other provision of this
Agreement, a Lender may forestall any action by City for a breach or default under the
terms of this Agreement by Developer by commencing proceedings to foreclose its
encumbrance or lien on the Project. The proceedings so commenced may be for
foreclosure of the encumbrance by order of court or for foreclosure of the encumbrance
under a power of sale contained in the instrument creating the encumbrance or lien. The
proceedings shall not, however, forestall any such action by the City for the default or
breach by Developer unless:
(a). They are commenced within ninety (90) days after service on Developer
of the notice described hereinabove;
(b). They are, after having been commenced, diligently pursued in the manner
required by law to completion; and
(c). Lender keeps and performs all of the terms, covenants and conditions of
this Agreement requiring the payment or expenditure of money by Developer until the
foreclosure proceedings are complete or are discharged by redemption, satisfaction or
payment.
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25. Notice. Any notice required to be given by the terms of this Agreement
shall be provided by certified mail, return receipt requested, at the address of the
respective parties as specified below or at any other such address as may be later
specified by the parties hereto.
To Developer: OLSON URBAN HOUSING, LLC
3010 Old Ranch Parkway, Suite 100
Seal Beach, California 90740
Attention: Todd Olson and John Reekstin
Business No.: (562) 596-4770
Facsimile No.: (562) 596-4703
Email: tolson@theolsonco.com
With a copy to: OLSON URBAN HOUSING, LLC
3010 Old Ranch Parkway, Suite 100
Seal Beach, California 90740
Attention: Katherine M. Chandler, Esq.
Business No.: (562) 370-2217
Facsimile No.: (562) 598-9535
Email: kchandler@theolsonco.com
And to: Liner LLP
1100 Glendon Aveneu, Suite 1400
Los Angeles, California 90024
Attention: Dennis S. Roy, Esq.
Business No.: (310) 500 3475
Facsimile No.: (310) 500 3501
Email: droy@linerlaw.com
To City: City of Azusa
213 East Foothill Boulevard
Azusa, California 91702
Attention: City Manager
Tel: (626) 812-5238
Fax: (626) 334-6358
E-Mail: butzlaff@ci.azusa.ca.us
With a copy to: Andrew V. Arczynski
141 W. Wilshire Ave, Suite B
Fullerton, CA 92832
Tel: (714) 578-8838
Fax: (714) 578-9324
Email: andrew@arczynskilaw.com
26. Attorneys’ Fees. In any proceedings arising from the enforcement of this
Development Agreement or because of an alleged breach or default hereunder, the
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prevailing party shall be entitled to recover its costs and reasonable attorneys’ fees
incurred during the proceeding as may be fixed within the discretion of the court.
27. Binding Effect. This Agreement shall bind, and the benefits and burdens
hereof shall inure to, the respective parties hereto and their legal representatives,
executors, administrators, successors and assigns, wherever the context requires or
admits.
28. Applicable Law. This Agreement shall be construed in accordance with
and governed by the laws of the State of California.
29. Partial Invalidity. If any provisions of this Agreement shall be deemed
to be invalid, illegal or unenforceable, the validity, legality or enforceability of the
remaining provisions hereof shall not in any way be affected or impaired thereby.
30. Force Majeure. In addition to specific provisions of this Agreement,
whenever a period of time is designated within which any party hereto is required to do
or complete any act, matter or thing, the time for the doing or completion thereof shall be
extended by a period of time equal to the number of days during which such party is
prevented from the doing or completion of such act, matter or thing because of causes
beyond the reasonable control of the party to be excused, including, without limitation,
war; acts of terrorism; insurrection; riots; floods; earthquakes; fires; casualties; acts of
God; strikes; litigation and administrative proceedings involving the Project; restrictions
imposed or mandated by other governmental entities; enactment of conflicting state or
federal laws or regulations; judicial decisions; the exercise of City's reserved powers; or
similar bases for excused performance which are not within the reasonable control of the
party to be excused (collectively, “Force Majeure Event”).
31. Estoppel Certificate. At any time during the term of this Agreement, any
lender or other party may request any party to this Agreement to confirm that (i) this
Agreement is unmodified and in full force and effect (or if there have been modifications
hereto, that this Agreement is in full force and effect as modified and stating the date and
nature of such modifications) and that (ii) to the best of such party's knowledge, no
defaults exist under this Agreement or if defaults do exist, to describe the nature of such
defaults and (iii) any other information reasonably requested. Each party hereby agrees
to provide a certificate to such lender or other party within ten (10) business days of
receipt of the written request therefor. The failure of any party to provide the requested
certificate within such ten (10) business day period shall constitute a confirmation that
this Agreement is in full force and effect without modification except as may be
represented by the requesting party and that, to the best of such party's knowledge, no
defaults exist under this Agreement, except as may be represented by the requesting
party.
32. Timing of Development. The parties acknowledge that Developer cannot
at this time predict when or the rate at which the Project would be developed. Such
decisions depend upon numerous factors which are not all within the control of
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Developer. Because the California Supreme Court held in Pardee Construction Co. v.
City of Camarillo (1984) 37 Ca1.3d 465, that the failure of the parties therein to provide
for the timing of development resulted in a later adopted initiative restricting the timing
of development to prevail over such parties' agreement, it is the intent of Developer and
City to hereby cure that defect by acknowledging and providing that Developer shall
have the right to develop the Property consistent with the Project Approvals and the
Conditions of Approval in such order and at such rate and at such times as Developer
deems appropriate. No City-imposed moratorium or other limitation (whether relating to
the rate, timing or sequencing of the development or construction of all or any part of the
Property, whether imposed by ordinance, initiative, resolution, policy, order or otherwise,
and whether enacted by the City Council, a board, agency, commission or department of
City, the electorate, or otherwise) affecting parcel or subdivision maps (whether tentative,
vesting tentative or final), building permits, occupancy certificates or other entitlements
to use or service (including, without limitation, water and sewer) approved, issued or
granted within City, or portions of City, shall apply to the Property to the extent such
moratorium or other limitation is in conflict with this Agreement.
33. Recordation. This Agreement shall, at the expense of Developer, be
recorded in the Official Records of the County Recorder of the County of Los Angeles
within ten (10) business days following the Effective Date. Developer shall bear the cost
of recordation hereof, if any.
IN WITNESS WHEREOF, this Agreement has been executed by the parties and
shall be effective on the Effective Date set forth hereinabove.
[ALL SIGNATURES APPEAR ON PAGE 16]
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Dated:
Dated:
DEVELOPER:
OLSON URBAN HOUSING, LLC
a Delaware limited liability company,
doing business as The Olson Company
By: In Town Living, Inc.,
a Delaware corporation
Its Managing Member
By:
Name:
Its:
By:
Name:
Its:
Dated:
CITY:
THE CITY OF AZUSA
By:
Its:__________________________
ATTEST:
By:
City Clerk
Approved as to form:
Andrew V. Arczynski
By:
Special Counsel
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STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES)
On ___________________, 2016, before me, the undersigned, a Notary Public in
and for said County and State, personally appeared _____________________ and
____________________________ proved to me on the basis of satisfactory evidence to
be the persons who executed this instrument as Mayor and City Clerk of the CITY OF
AZUSA, a municipal corporation existing and organized under the laws of the State of
California, and acknowledged to me that the CITY OF AZUSA executed it.
___________________________________
Notary Public in and for said State
STATE OF ________________)
) ss.
COUNTY OF ______________)
On ____________________, 2016, before me, the undersigned, a Notary Public
in and for said County and State, personally appeared xxxxx, President, and XXXXX,
Secretary, of the Olson Company, Inc., proved to me on the basis of satisfactory evidence
to be the persons who executed this instrument as officers of the OLSON URBAN
HOUSING, LLC. and acknowledged to me that such persons are authorized to execute
on behalf of such corporation.
___________________________________
Notary Public in and for said State
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Exhibit “A” – Page 1
EXHIBIT “A”
LEGAL DESCRIPTION
PARCEL 1 (APN 8608-027-905):
All that certain real property situated in the County of Los Angeles, State
of California, described as follows:
A parcel of land in the City of Azusa, County of Los Angeles, State of
California, adjoining Block 19 of Azusa, as per Map recorded In Book 15, Page 93 of
Miscellaneous Records, in the office of the County Recorder of said County, described
as follows:
Commencing at the intersection of the South line of said Block 19 and
the West line of Dalton Avenue, BO feet wide; thence Southerly along
said Westerly line to the Northerly line of the right of way and depot
grounds of the Southern California Railway Co., (now Atchison,
Topeka and Santa Fe Railway Co.); thence Southwesterly along said
Northerly line to a point in a line formed by the prolongation of the East
boundary line of Lot(s) 17, 18, 19, 20, 21 and 22 In said Block 19;
thence Northerly along said prolongation to the Southeasterly
corner·of Lot 22 in said Block 19; thence Northeasterly along the
Southeasterly line of said Block 19 to the Point of Beginning.
PARCEL 2 (APN 8608-027-906):
All that certain real property situated in the County of Los Angeles, State
of California, described as follows:
Lot(s) 4 in Block 19 of Azusa, in the City of Azusa, County of Los Angeles,
State of California, as per map recorded in Book 15 Page(s) 93 to 96 inclusive of
Maps, in the Office of the County Recorder of said County.
Together with that portion of that certain North/South Alley, 20 feet
wide, as shown on Map of Azusa, in the City of Azusa, County of Los
Angeles, State of California, as per map recorded in Book 15 Page(s)
93, et seq of Miscellaneous Records, in the Office of the County
Recorder of said County, included within Block 19 of said Map of
Azusa, shown as Parcel “A” on Exhibit “B” of that certain Resolution
to Vacate No. 94-C34, recorded July 19, 1994 as Instrument No 94-
1339841 , Official Records.
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Exhibit “A” – Page 2
PARCEL 3 (APN 8608-027-908):
All that certain real property situated in the 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(s) 93 to 96 inclusive of Maps, in the Office of the
County Recorder of said County.
PARCEL 4 (APN 8608-027-907):
All that certain real property situated in the County of Los Angeles, State
of California, described as follows:
LOT(S) 17, 18, 19, 20, 21 AND 22 IN BLOCK 19 OF AZUSA, IN
THE CITY OF AZUSA, COUNTY OF LOS ANG ELES, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 15, PAGE(S)
93, ET I., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.
ALSO A PARCEL OF LAND ADJOINING SAID BLOCK 19 OF
THE SOUTH, DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHWEST CORNER OF SAID
BLOCK 19; THENCE SOUTH 50 FEET TO THE NORTHERLY
LINE OF THE RIGHT OF WAY AND DEPOT GROUNDS OF THE
SOUTHERN CALIFORNIA RAILWAY CO., (NOW ATCHISON,
TOPEKA AND SANTA FE CO.) THENCE NORTHEASTERLY
ALONG SAID NORTHERLY LINE TO A POINT IN A LINE
FORMED BY THE PROLONGATION OF THE EAST BOUNDARY
LINE OF SAID LOT(S) 17, 18, 19, 20, 21 AND 22 IN SAID BLOCK
19, SAID POINT BEING 50 FEET SOUTH FROM THE
SOUTHEASTERLY CORNER OF SAID LOT 22; THENCE NORTH
50 FEET TO THE SOUTHEASTERLY CORNER OF SAID LOT 22;
THENCE SOUTHWESTERLY ALONG THE SOUTHEASTERLY
LINE OF SAID LOT 22 TO THE POINT OF BEGINNING.
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Exhibit “B” – Page 1
EXHIBIT “B”
DEVELOPMENT PLAN
(Plans and Specs)
EXHIBIT “C”
CONDITIONS OF APPROVAL
Exhibit "A"
Conditions of Approval - Planning Commission, October 12, 2016
Case No: DESIGN REVIEW NO. DR-2016-08
MINOR USE PERMIT NO. MUP-2016-09 (8’ HIGH BLOCK WALL)
VARIANCE NO. V-2016-06 (MAX WALL PLANE)
VARIANCE NO. V-2016-07 (ROOFLINE VARIATION)
VESTING TENTATIVE TRACT MAP NO. TTM-74376
DEVELOPMENT AGREEMENT NO. DA-2016-01
Address: 803 – 809 N. Dalton Avenue
A.P.N.: 8608-027-905, 906, 907, & 908
Project: THE CONSTRUCTION OF THIRTY (30), THREE (3) STORY HIGH
TOWNHOMES RANGING FROM 1,330 SF TO 1,834 SF ON PROPERTY
ZONED GOLD LINE DISTRICT WITHIN THE AZUSA TOD SPECIFIC
PLAN
These conditions of approval shall be printed on or attached to working drawings
submitted to the Building Division for approval.
A. All requirements of the Planning Division shall be met, including but not limited to
the following:
1. The Design Review and Tentative Tract Map approval shall expire in accordance
with Development Agreement (DA-2016-01).
2. All applicable Building Division and Fire Department requirements shall be met at all
times.
COA FOR DR-2016-08, MUP-2016-09, V-2016-06, V-2016-07, TTM-74376, DA-2016-01
30 Townhomes – The Olson Company
803 – 809 N. Dalton Avenue
October 12, 2016
Page 3 of 38
3. All construction and uses shall be in substantial conformance with the approved site
plan and elevations [as modified pursuant to the conditions listed herein].
4. Prior to submitting for Building Division plan check, applicant shall submit a revised
site plan to the Planning Division for review and approval.
5. A sequence sheet shall be submitted for Planning Staff approval prior to issuance of
building permits, showing:
a.) The styles and color schemes for the various buildings.
6. Apply and pay for addressing plan for the entire project
7. Each unit shall have a designated area for trash bins inside the garage but not within
the parking envelope.
8. Pavement enhancements shall be incorporated at the driveway entrance and the
center of the east-west drive isle.
9. The proposed 8’ high block wall located at the south and west property line shall be
decorative wall plane and decorative trim cap. The final decorative wall plane and
decorative trim cap shall be approved by the Director of Economic and Community
Development.
10. The proposed 36” high stucco block wall located along Dalton Avenue shall be
include a decorative trim cap. The final 36” high stucco block wall shall be approved
by the Director of Economic and Community Development.
11. The proposed ground mounted mechanical units located along Dalton Avenue shall
be screened by a stucco block wall and solid screen gate with decorative trim cap.
The block wall shall be architecturally compatible with the development and match
with the stucco block walls for the private front patios.
12. The common open space shall have amenities similar but not limited to:
a. Precast concrete pavers with 1’ wide perimeter band
b. Patio furniture
c. Barbecue grill counter
d. Lush landscaping
COA FOR DR-2016-08, MUP-2016-09, V-2016-06, V-2016-07, TTM-74376, DA-2016-01
30 Townhomes – The Olson Company
803 – 809 N. Dalton Avenue
October 12, 2016
Page 4 of 38
The final design of the common open space shall be approved by the Director of the Economic
and Community Development.
13. The following units shall have a minimum of 100 sf for the required private open
space. The private open space shall be a defined space as approved per the Director
of Economic and Community.
a. Building A-1 – P1
b. Building A-2 – P1
c. Building C-1 – P1
d. Building C-2 – P1
14. The developer shall pay before issuance of Certificate of Occupancy for all applicable
Public Art Fee as described per Azusa Municipal Code Chapter 88.39 – Art in Public
Places Program.
15. Three sets of Landscape and Irrigation plans shall be submitted for review and
approval as follows: one set to the Planning Division; one set to the City’s consulting
Landscape Architect; and one set to the Parks Division. Said plans shall be 24" by
36" and in compliance with landscape design standards of the Specific Plan. Location
and percentage of landscaping, plant material and quantities of each, plant and planter
box sizes, and design of an automatic irrigation system with detailed cross-sections
shall be clearly indicated. [Note: Do not submit these plans with building plan
check.]
16. Lighted directional address signs shall be provided to the satisfaction of the Planning
Division and the Police Department.
17. Illuminated address numbers shall be installed for each unit on the alley side and front
entrance of each unit.
18. All illuminated sign and parking lot lighting shall be located, aimed and/or shielded to
prevent lights from shining or reflecting on adjacent property.
19. All paseos and walkways shall be adequately lighted with decorative lighting fixtures,
which shall be consistent.
20. If it becomes necessary for the City to take any legal action or commence any
administrative proceedings against the applicant or any successor in interest in order
COA FOR DR-2016-08, MUP-2016-09, V-2016-06, V-2016-07, TTM-74376, DA-2016-01
30 Townhomes – The Olson Company
803 – 809 N. Dalton Avenue
October 12, 2016
Page 5 of 38
to enforce any of the conditions of approval set forth herein, the City shall recover
from the applicant or successor in interest reasonable attorney's fees and other
reasonable costs incurred in such action or proceeding, provided that the City obtains
a judgment in its favor in any portion of such action or proceeding.
21. The applicant or successor in interest shall be the real party in interest and shall
assume primary responsibility for the defense of any legal action or proceeding
commenced against the City to challenge the City's approval of Land Use
Entitlements and/or the City's approval related to such land use approval. The
applicant or successor in interest shall reimburse the City for all reasonable attorneys’
fees and other reasonable costs incurred by the City in defending such action or
proceeding.
22. By accepting approval of the Land Use Entitlements subject to the conditions set
forth herein, the applicant or successor in interest shall be deemed to have agreed to
the terms and conditions set forth herein and the City shall have the right to enforce in
its sole discretion such terms and conditions by pursuing any and all available legal
and equitable remedies.
23. Any changes to the conditions listed above must be approved by the Planning
Commission.
24. Prior to recording of the CC&R’s, the applicant shall submit the CC&R’s to the City
for review and approval. The draft CC&R’s submitted for review by the City shall be
marked with appropriate legend to indicate which portion thereof is responsive to
conditions of approval. A copy of the recorded CC&R’s shall be provided to the
Director to be included with the project file.
B. All requirements of the Parks Division of the Recreation and Family Services
Department shall be met, including but not limited to the following:
1. This project shall comply with City of Azusa’s Water Efficient Landscape
Regulations. Water Efficient Landscape Regulations can be found on the City of
Azusa’s wet site, www.ci.azusa.ca.us under Community Development.
2. Landscape and irrigation plans shall include parkways. If parkway is irregular
shaped or less than 8’ wide, drip irrigation or pop up head with Rainbird XPCN
nozzles with be required.
3. Landscape and irrigation plan shall show location, quantities, size and type of plant
material, landscape summary with total square footage, and design of automatic
COA FOR DR-2016-08, MUP-2016-09, V-2016-06, V-2016-07, TTM-74376, DA-2016-01
30 Townhomes – The Olson Company
803 – 809 N. Dalton Avenue
October 12, 2016
Page 6 of 38
irrigation system. No final release from Parks Division will be granted until plans
have been approved.
4. Developer shall work with Los Angeles County Metropolitan Transportation
Authority (Metro) to provide access for the maintenance of the existing Oak tree
located on Metro Right-of-Way property to the south of the subject property. The
maintenance of the Oak tree will be the sole responsibility of Metro.
5. Installation of six (6) street trees in the parkway located to the west of the property,
along the bus way. The trees shall be Canary Island Pine (Pinus Canariensis) and
approved by the Parks Division. The trees shall be installed prior to release of
Certificate of Occupancy.
6. Installation of three (3) street trees in the parkway located on the east of the property,
along Dalton Avenue. The trees shall be Chinese Tallow (Sapium Sebiferum) and
approved by the Parks Division. The trees shall be installed prior to release of
Certificate of Occupancy.
C. All requirements of the Building Division shall be met, including but not limited to
the following:
COA FOR DR-2016-08, MUP-2016-09, V-2016-06, V-2016-07, TTM-74376, DA-2016-01
30 Townhomes – The Olson Company
803 – 809 N. Dalton Avenue
October 12, 2016
Page 1 of 38
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Exhibit “C” – Page 1
1. Applicant shall conform to the 2013 California Building Standards Code;
including the 2013 California Building Code, 2010 California Residential Code,
2013 California Green Building, California Electrical Code, 2010 California
Plumbing Code, 2013 California Mechanical Code, 2013 California Energy
Code, and the City of Azusa Municipal Code.
2. All plan check fees shall be paid at the time of plan check submittal. Once plan
check is completed and approved, applicant shall be responsible to pay in full
all other appropriate development fees (i.e. sanitation fees) prior to issuance of
any building permits.
3. Electrical, mechanical, plumbing plan check fees are required.
4. Energy plan check fees are required.
5. Applicant shall submit 3 copies of site plan, 3 copies of architectural plans
including floor, elevation, and architectural details, 3 copies of structural
including foundation, roof, wall, structural elements, and structural details, 3
copies of plumbing, electrical, and mechanical plans, for plan check.
6. Applicant shall provide an additional copy of the building floor plan to be
submitted to the Los Angeles County Assessor’s Office.
7. A State of California Registered Engineer or a State of California Registered
Architect shall design structural, architectural, electrical, mechanical, and
plumbing plans.
8. Applicant shall submit 3 copies of structural calculations simultaneous with the
construction plans.
9. Applicant shall submit 3 copies of energy calculations simultaneous with the
construction plans.
10. Applicant shall submit 3 copies of soil report simultaneous with the construction
plans.
11. All updated soils reports must be reviewed and approved by authorized 3rd party
geotechnical firm.
12. Residential fire sprinklers are required. Applicant shall submit 3 sets of Fire
Sprinkler plans for plan check. Fire Sprinkler plans must be designed by
licensed C-16 contractor and submitted to the Fire Department.
COA FOR DR-2016-08, MUP-2016-09, V-2016-06, V-2016-07, TTM-74376, DA-2016-01
30 Townhomes – The Olson Company
803 – 809 N. Dalton Avenue
October 12, 2016
Page 2 of 38
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Exhibit “C” – Page 2
13. Property shall be surveyed by a State of California Licensed Surveyor and the
survey report shall be submitted concurrently with the construction plans.
14. Prior to issuance of a permit, the applicant shall submit approval from the Los
Angeles County Fire Department.
15. Property falls within an area of potential earthquake induced Liquefaction,
Landsidles or both. A site specific Geologic investigation must be conducted
for the property. The site investigation report competence in the field of seismic
hazard evaluation and mitigation. The geologic report must be submitted to the
Department of Economic and Community for review. Plan review fees will be
based on actual costs with a minimum deposit of $1,000.00 due when the report
is submitted. City staff recommends the submittal of this report as soon as
possible to avoid any delay in permit issuance.
16. Plans as submitted are not acceptable for Building Division submittal.
D. All requirements of the Water Division shall be met, including but not
limited to the following:
1. Applicant shall apply for water service and meters and pay applicable associated
installation deposit and inspection fees.
2. Required to install new water services and meters per ALW Standards. Owner is
required to size their own meter to meet their approval to size their own meter to
meet their proposed needs. Each dwelling unit will require a new water meter
and new water service. 31 required per ALW Standard W-1 through W-4, or
master meter from Dalton Avenue and onsite water mains will be private.
3. Will require an approved backflow device(s) per ALW standards W-15 with a
cage(s) installed. Backflow device shall be field verified with ALW Water
Inspector prior to placement (5) working days prior to start of work. The
backflow shall be installed by owner/applicant, tested by LA County Certified
backflow tester at owner’s expense. The reports shall be filed with ALW
immediately after the devices are in place and required prior to certificate of
occupancy. Required to install backflow cages.
4. All easements shall be identified on the water plans and on the Tract Map. The
existing water main(s) shall be identified on improvement plans including any/all
easements. Required to submit Tract Map to ALW Water Division for review
and approval prior to recording.
5. Plan Check required. Required to submit a Water Plan & Tract Map for review
and approval by Azusa Light & Water (ALW) latest title block. The plan
approval is valid for one year from the date the plans are signed by ALW.
COA FOR DR-2016-08, MUP-2016-09, V-2016-06, V-2016-07, TTM-74376, DA-2016-01
30 Townhomes – The Olson Company
803 – 809 N. Dalton Avenue
October 12, 2016
Page 3 of 38
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Exhibit “C” – Page 3
6. The owner or project applicant shall take sole responsibility for cost incurred due
to any modification, relocation or alteration of existing water facilities cause by
this project to the satisfaction of Light and Water Department.
7. This project is subject to Ordinance No. 96-08 City of Azusa Municipal Code
Section 78-471 through 477 of Article VI, Division 5 entitled “Water System
Development Fees” if there is any change in floor footage. Fees must be paid to
Light and Water Department prior to the final plan approval by Building
Division.
8. This project is subject to Ordinance No. 07-012 City of Azusa Municipal Code
Section 78-501 through 513 of Article VI, Division 6 entitled “Conservation
Plan”. This includes the installation of water saving devices, such as ultra-low –
flow toilets (1.6 gallons) and participation in the retrofitting of existing units
either by installing retrofits of providing funds to perform retrofits.
9. The owner/applicant is required to remove any unused water facilities, including
services, meters, fire services, irrigation meters, water vaults, etc. within project
vicinity, abandon and completely serve from water main per ALW standards and
shall be inspected and approved by ALW Water Inspector.
10. The Fire Department Connection(s) (FDC)s shall not be installed on the riser of
the backflow device. ALW is required to inspect the backflow devices.
11. All water facilities, including water mains, fire hydrants, water meters shall be
shown on the Water Plan. All proposed water meters, public fire hydrants, public
water mains shall be within the public right-of-way or within a dedicated full
street width easement to Azusa Light & Water recorded on the Tract Map.
12. The proposed development shall have meters for each building per ALW Water
Standards. A minimum of 5 water meters (domestic and irrigation) and if a fire
service line is required for this project by the Fire Department it shall be placed
on the ALW Water Plan.
13. The onsite private system shall be labeled private and owned and maintained by
the property owner if the site is mastered meter.
14. The Water System Development fees are required to be paid in full for this
development prior to the Water Plan approval.
15. The developer shall by all current applicable fees and deposits required for this
project. Azusa Light and Water staff shall be consulted for current and
applicable fees.
16. The developer shall submit proposed water meter size for the proposed units.
COA FOR DR-2016-08, MUP-2016-09, V-2016-06, V-2016-07, TTM-74376, DA-2016-01
30 Townhomes – The Olson Company
803 – 809 N. Dalton Avenue
October 12, 2016
Page 4 of 38
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Exhibit “C” – Page 4
17. Currently in Phase II of the Drought, recommended drought tolerant landscaping.
18. Will require installation of a new water mains, fire hydrants and valves from
Azusa Light & Water (ALW) 830 pressure zone. Public water mains shall be
ductile iron class 350 with a minimum size of 8-inches in diameter, sized &
designed for project needs. The public water mains shall be inspected & approved
by ALW Water Inspector prior to certificate of occupancy including: trenching,
bedding, shading, placing of pipe, valves, fittings, thrust blocks, other
underground utilities in place, vertical & horizontal crossing separations, leakage
testing, flushing, disinfection, bacteriological, valve boxes raised to grade and
lines flushed, final inspection, etc. Required to install pressure regulators behind
existing water meters on Alameda Ave and Dalton Ave between 9th Street and the
Railroad tracks.
19. The developer shall submit a water and hydraulic analysis for proposed plan with
proposed water demands for Tract Development including average day demand,
max day demand and peak hour demand.
20. Contact Water Division for details on Specifications and Requirements.
21. The estimated Water System Development Fee is based on Resolution No. 15-
C39 and will be changed to reflect actual rate as of the day fees are paid.
Residential
Dwelling Unit Cost $1,944.86
Total $58,345.80
E. All requirements of the Light Division shall be met.
1. Prior to approval of proposed project, contact Electric Division for details on
specification and requirements.
2. Incoming electric utility facilities shall be underground. Developer to provide
all conduits.
3. Extensive electrical rebuilding may be necessary. Applicant is directed to
contract and make arrangement with the Electric Division immediately.
4. All existing electric service and facilities shall remain. Any relocation,
modification, alteration, or upgrade of existing electric service and facilities
shall be at the sole cost and expense of owner/applicant/developer.
COA FOR DR-2016-08, MUP-2016-09, V-2016-06, V-2016-07, TTM-74376, DA-2016-01
30 Townhomes – The Olson Company
803 – 809 N. Dalton Avenue
October 12, 2016
Page 5 of 38
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Exhibit “C” – Page 5
5. Developer is required to pay for all costs associated with installing new
electric facilities such as underground conduits, vaults, pull boxes, cables,
transformers, and line extension to serve this development. All fee are
required to be paid in advance in the amount estimated by Azusa Light &
Water staff based on approved utility plan.
6. Prior to finalizing tract map, all electric utility easements should be granted to
City of Azusa Light & Water Department and be included and recorded on
the tract map.
F. All requirements of the Police Department shall be met, including but not
limited to the following:
1. Each residence shall have illuminated numeric address signs installed on
the front and the rear of the residence. These signs will assist emergency responders in
locating individual homes from the street.
2. Any resident opting to install a residential alarm system must comply with
all related City of Azusa ordinances and provisions including A.M.C. Section 18 et al.
3. Street curb should be painted red in areas where fire hydrants are placed.
The length of red curb should not exceed 15 ft.
4. Install lighting systems that provide uniformed white light which provide
night time vision for pedestrians and homeowners to permit pedestrians to see one
another, to see risks involved in walking at night and to reduce the risk of trip and fall
accidents. Provide lighting systems which will enhance police ability for surveillance,
patrol and pursuit.
5. All lighting systems should be protected from vandalism (e.g. unbreakable
exterior, tamperproof hardware, non-corrosive design components and shock
absorbing bracket design).
6. Clear signs must be posted where parking is prohibited (e.g. alley parking). These
signs shall be installed at the entrance to each private alley as a minimum.
7. Handicap parking stalls in the visitor parking area shall be marked in compliance
with CVC 22511.8.
8. If the property owner wants illegally-parked cars to be towed or cited, the
property must have signs posted in compliance with CVC 22658.
COA FOR DR-2016-08, MUP-2016-09, V-2016-06, V-2016-07, TTM-74376, DA-2016-01
30 Townhomes – The Olson Company
803 – 809 N. Dalton Avenue
October 12, 2016
Page 6 of 38
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Exhibit “C” – Page 6
G. All requirements of the Fire Department shall be met, including but not
limited to the following:
Conditions of Approval – Final Map
1. Access as noted on the Tentative and the Exhibit Maps shall comply with Title 21
(County of Los Angeles Subdivision Code) and Section 503 of the Title 32 (County of
Los Angeles Fire Code), which requires an all-weather access surface to be clear to sky.
2. A copy of the Final Map shall be submitted to the Fire Department for review and
approval prior to recordation.
3. The on-site Fire Apparatus Access Road shall be indicated on the Final Map as
"Private Driveway and Fire Lane" with the widths clearly depicted.
4. A reciprocal access agreement is required for the proposed Emergency Vehicle
Access Road. Submit documentation to the Fire Department for review prior to Final
Map clearance.
5. Provide written verification stating the required fire hydrant has been relocated an
installed prior to Final Map clearance.
a. Submit a minimum of three (3) copies of the water plans indicating the
new fire hydrant locations to the Fire Department’s Land Development Unit for review.
The required public fire hydrants shall be installed prior to construction of the proposed
project.
CONDITIONS OF APPROVAL – ACCESS
1. All on-site Fire Apparatus Access Roads shall be labeled as “Private Driveway
and Fire Lane” on the site plan along with the widths clearly depicted on the plan.
Labeling is necessary to assure the access availability for Fire Department use. The
designation allows for appropriate signage prohibiting parking.
2. Fire Apparatus Access Roads must be installed and maintained in a serviceable
manner prior to and during the time of construction. Fire Code 501.4
3. All fire lanes shall be clear of all encroachments, and shall be maintained in
accordance with the Title 32, County of Los Angeles Fire Code.
4. The Fire Apparatus Access Roads and designated fire lanes shall be measured
from flow line to flow line.
COA FOR DR-2016-08, MUP-2016-09, V-2016-06, V-2016-07, TTM-74376, DA-2016-01
30 Townhomes – The Olson Company
803 – 809 N. Dalton Avenue
October 12, 2016
Page 7 of 38
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Exhibit “C” – Page 7
5. Provide a minimum unobstructed width of 26 feet, exclusive of shoulders and an
unobstructed vertical clearance “clear to sky” Fire Department vehicular access to within
150 feet of all portions of the exterior walls of the first story of the building, as measured
by an approved route around the exterior of the building. Fire Code 503.1.1 & 503.2.2
6. The dimensions of the approved Fire Apparatus Access Roads shall be maintained
as originally approved by the fire code official. Fire Code 503.2.2.1
7. Dead-end Fire Apparatus Access Roads in excess of 150 feet in length shall be
provided with an approved Fire Department turnaround. Fire Code 503.2.5
8. Fire Apparatus Access Roads shall be provided with a 32 foot centerline turning
radius. Fire Code 503.2.4
9. Fire Apparatus Access Roads shall be designed and maintained to support the
imposed load of fire apparatus weighing 75,000 pounds, and shall be surfaced so as to
provide all-weather driving capabilities. Fire Code 503.2.3
10. Provide approved signs or other approved notices or markings that include the
words “NO PARKING - FIRE LANE”. Signs shall have a minimum dimension of 12
inches wide by 18 inches high and have red letters on a white reflective background.
Signs shall be provided for fire apparatus access roads, to clearly indicate the entrance to
such road, or prohibit the obstruction thereof and at intervals, as required by the Fire
Inspector. Fire Code 503.3
11. A minimum 5 foot wide approved firefighter access walkway leading from the
fire department access road to all required openings in the building's exterior walls shall
be provided for firefighting and rescue purposes. Fire Code 504.1
12. Fire Apparatus Access Roads shall not be obstructed in any manner, including by
the parking of vehicles, or the use of traffic calming devices, including but not limited to,
speed bumps or speed humps. The minimum widths and clearances established in Section
503.2.1 shall be maintained at all times. Fire Code 503.4
13. Traffic Calming Devices, including but not limited to, speed bumps and speed
humps, shall be prohibited unless approved by the fire code official. Fire Code 503.4.1
14. Approved building address numbers, building numbers or approved building
identification shall be provided and maintained so as to be plainly visible and legible
from the street fronting the property. The numbers shall contrast with their background,
be Arabic numerals or alphabet letters, and be a minimum of 4 inches high with a
minimum stroke width of 0.5 inch. Fire Code 505.1
COA FOR DR-2016-08, MUP-2016-09, V-2016-06, V-2016-07, TTM-74376, DA-2016-01
30 Townhomes – The Olson Company
803 – 809 N. Dalton Avenue
October 12, 2016
Page 8 of 38
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Exhibit “C” – Page 8
CONDITIONS OF APPROVAL – WATER STSTEM
1. All fire hydrants shall measure 6”x 4"x 2-1/2" brass or bronze, conforming to
current AWWA standard C503 or approved equal, and shall be installed in accordance
with the County of Los Angeles Fire Department Regulation 8.
2. All required PUBLIC fire hydrants shall be installed, tested and accepted prior to
beginning construction. Fire Code 501.4
3. The required fire flow for the public fire hydrants for this project is 2250 gpm at
20 psi residual pressure for 2 hours. Two (2) public fire hydrants flowing simultaneously
may be used to achieve the required fire flow. Fire Code 507.3 & Appendix B105.1
4. An approved automatic fire sprinkler system is required for the proposed
buildings within this development. Submit design plans to the Fire Department Sprinkler
Plan Check Unit for review and approval prior to installation.
5. Relocate one (1) existing public fire hydrant as noted on the plan.
B. H. All requirements of the Engineering Division shall be met, including but not
limited to the following:
1. Prior to performing any grading, obtain a permit from the Engineering
Division. Prepare and submit 2 sets of grading/drainage plans per City’s
Grading Guidelines and the latest edition of the Los Angeles County Building
Code. The plans shall be stamped and signed by a California State Registered
Civil Engineer.
2. Prepare and submit 2 sets of geotechnical reports, less than one year old. The
reports shall include information on the nature, distribution, physical, and
engineering properties of the soils onsite and/or soils to be used as fill, and
include recommendations on grading procedures.
3. Prepare and submit 2 sets of hydrology and hydraulic calculations for sizing
of all proposed drainage devices. The analysis shall also determine if changes
in the post-development versus pre-development conditions have occurred.
The analysis shall be stamped and signed by a California State Registered
Civil Engineering and prepare per the Los Angeles County Department of
Public Works Hydrologic Method.
4. State law under the County of Los Angeles “National Pollution Discharge
Elimination System” (NPDES) permit requires certain new development and
redevelopment projects/activities to incorporate post construction Best
Management Practices (BMPs) into grading/drainage plans to control
COA FOR DR-2016-08, MUP-2016-09, V-2016-06, V-2016-07, TTM-74376, DA-2016-01
30 Townhomes – The Olson Company
803 – 809 N. Dalton Avenue
October 12, 2016
Page 9 of 38
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Exhibit “C” – Page 9
pollutants. Please refer to City’s Standard Urban Storm water Mitigation
Plan (SUSMP) Guidelines for specific comments and requirements.
5. The contractor shall take every step necessary to contain all dirt, construction
materials, and construction run-off on site. No grading or construction-
related debris, either directly or indirectly carried by water, will be permitted
to leave the construction site.
6. All grading projects require Erosion Control Plan as part of the grading plans.
Grading permits will not be issued until an Erosion Control Plan is approved.
For projects with a disturbed area of one acre or greater, a Storm Water
Pollution Prevention Plan (SWPPP) is required. A notice of Intent (NOI)
shall also be filled with the State Water Resource Control Board. When
submitting the SWPPP for the City’s review, please include the NOI and the
Waste Discharge Identification (WDID) number.
7. A bond or security device shall be posted with the City in an amount
sufficient to cover the cost of off-site work to be performed, as determined by
the City Engineer. Neither a building permit nor encroachment permit will be
issued until device is posted.
8. A City Encroachment Permit shall be obtained for all work undertaken in the
public-right-of-way. All work shall be done in accordance with City of
Azusa Standard and Standard Specifications for Public Works Constriction
(Green Book), latest edition and to the satisfaction of the City Engineer or his
designee and shall be competed before issuance of Certificate of Occupancy.
9. Prepare and submit 2 sets of improvement plans for work in the right-of-way
per Improvement Plan Guidelines. Improvement Plan Guidelines may be
obtained from Engineering Division. The Improvement Plans shall be
stamped and signed by a California State Registered Civil Engineer.
10. Provide a 20’ wide sewer easement over the existing and proposed city sewer
main alignment.
11. Remove and replace sidewalk on Dalton Avenue from the proposed drive
approach North to the property limit.
12. Remove and replace curb and gutter on Dalton Avenue from the proposed
drive approach north to the property limit.
COA FOR DR-2016-08, MUP-2016-09, V-2016-06, V-2016-07, TTM-74376, DA-2016-01
30 Townhomes – The Olson Company
803 – 809 N. Dalton Avenue
October 12, 2016
Page 1 of 38
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Exhibit “D” – Page 1
EXHIBIT “D”
PUBLIC IMPROVEMENTS
Public Improvements will be provided consistent with the Development Plan as
conditioned.
COA FOR DR-2016-08, MUP-2016-09, V-2016-06, V-2016-07, TTM-74376, DA-2016-01
30 Townhomes – The Olson Company
803 – 809 N. Dalton Avenue
October 12, 2016
Page 1 of 38
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516-002 Olson DA
Exhibit “E” – Page 1
EXHIBIT “E”
DEDICATIONS
(Easement for Other Rights-of-Way)
Easements will be dedicated consistent with the Development Plan as conditioned.
COA FOR DR-2016-08, MUP-2016-09, V-2016-06, V-2016-07, TTM-74376, DA-2016-01
30 Townhomes – The Olson Company
803 – 809 N. Dalton Avenue
October 12, 2016
Page 1 of 38
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Exhibit “F - Page 1
EXHIBIT “F”
DEVELOPMENT FEES
The following AMC and Resolution shall be applied to the project as they relate to
development fees:
• AZUSA MUNICIPAL CODE CHAPTER 88.39. -ART IN PUBLIC PLACES
PROGRAM
• RESOLUTION NO. 2016-C6 A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF AZUSA, CALIFORNIA, APPROVING AND ADOPTING A REVISED
SCHEDULE OF FEES AND CHARGES FOR VARIOUS MUNICIPAL ACTIVITIES
AND SERVICES
• RESOLUTION NO. 2016-C5 A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF AZUSA, CALIFORNIA, APPROVING AND ADOPTING A REVISED
SCHEDULE FOR CERTAIN DEVELOPMENT PROJECT FEES AND SERVICE
CHARGES
COA FOR DR-2016-08, MUP-2016-09, V-2016-06, V-2016-07, TTM-74376, DA-2016-01
30 Townhomes – The Olson Company
803 – 809 N. Dalton Avenue
October 12, 2016
Page 1 of 38
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Exhibit “G” - Page 1
EXHIBIT “G”
LIST OF PUBLIC BENEFITS
(1) Public Water System Improvements as shown on the Project Plans and to be
completed in connection with Project construction;
(2) Public Sewer System Improvements as shown on the Project Plans and to be
completed in connection with Project construction;
(3) Cooperation in CFD formation in accordance with the terms and subject to the
provisions set forth in Section 12.3 of the PSA;
(4) Payment of Development Fees as provided in and subject to the terms of this
Agreement;
(5) Installation of six (6) street trees in the parkway of adjoining City parking
structure property as shown on the Project Plans and to be completed in connection with
Project construction.
RESOLUTION NO. 2016-C75
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA
DECLARING ITS INTENTION TO VACATE A PORTION OF A STREET
ALLEY LOCATED BETWEEN BUSWAY (FORMERLY ALAMEDA
AVENUE), 9TH STREET, AND DALTON AVENUE
WHEREAS, that portion of a street alley located between busway (Formerly Alameda
Avenue), 9th Street and Dalton Avenue in the City of Azusa as described in Exhibit “A” and “B”
attached hereto and made part hereof, is unnecessary for present or prospective public street alley
purposes; and
WHEREAS, the public interest, necessity and convenience require the City Council to
vacate and abandon said street alley; and
WHEREAS, said portion of the street alley, as above described, are shown on the official
map of the City of Azusa, at the office of the City Clerk of said City, to which all parties interested
are referred for particulars as to proposed vacations and abandonments; and
WHEREAS, the City Council elects to proceed in said street vacations and abandonments
under Section 8300 to 8325, inclusive of the Streets and Highway Code of the State of California, as
amended.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AZUSA DOES
HEREBY RESOLVE AS FOLLOWS:
SECTION 1: That utility rights and the ability to access the utilities at anytime without
notice will be retained in the vacated street alley as described herein above.
SECTION 2: That the City Clerk of the City of Azusa is directed to give and post as required
by law a notice that the City Council passed this Resolution of Intention, and give therein legal
description of said street vacation proposed to be vacated and abandoned, and specify the time and
place of this Resolution of Intention, which is hereby fixed as follows:
Being a portion of certain north/south alley between busway (Formerly Alameda Avenue) and Dalton
Avenue, south of 9th Street, 20 feet wide, as shown on map of Azusa, in the City of Azusa, County of
Los Angeles, State of California, as per Map Recorded in Book 15 page 93 of Miscellaneous
Records in the Office of the County of Recorded of said County, included within block 19 of said
map of Azusa bounded as follows:
Bounded on the west by easterly lines of lots 17 and 18 of said block 19;
Bounded on the east by westerly line of lot 3 of said block 19;
Bounded on the south by the northerly line of resolution No. 94-C34 recorded July 19, 1994 as
instrument No. 94-1339841, both of official records;
Resolution No. 2016-C75 for DA-2016-01 – 30 Townhomes – The Olson Company
November 7, 2016
Page 2 of 3
Bounded on the north by the easterly prolongation of the southerly line of lot 16, block 19 and
westerly prolongation of the southerly line of lot 2, block 19
Containing 1,000.00 sf more or less
The hearing to be before the City Council of the City of Azusa at 213 E. Foothill Boulevard
in the City Council Chambers of the City of Azusa at the hour of 7:30 pm on November 7, 2016, at
the which time and place all persons interested may appear and object, protest or provide support to
the proposed vacation and abandonment of said street alley. If the City Council finds from the
evidence submitted that the streets are unnecessary for present or prospective use, it may make its
order vacating all or part of said street alley.
SECTION 3: This resolution shall take effect immediately upon adoption.
PASSED, APPROVED and ADOPTED this 7th day of November, 2016.
____________________________________
Joseph Romero Rocha
Mayor
ATTEST:
____________________________________
Jeffrey Lawrence Cornejo, Jr.
City Clerk
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES )ss.
CITY OF AZUSA )
I HEREBY CERTIFY that the foregoing Resolution No. 2016-C75, was duly introduced
and placed upon first reading at a regular meeting of the Azusa City Council on the 7th day of
November, 2016 and that thereafter, said Resolution was duly adopted and passed at a regular
meeting of the Azusa City Council on the ____ by the following vote wit:
AYES:
NOES:
ABSENT:
Resolution No. 2016-C75 for DA-2016-01 – 30 Townhomes – The Olson Company
November 7, 2016
Page 3 of 3
____________________________________
Jeffrey Lawrence Cornejo, Jr.
City Clerk
APPROVED AS TO FORM:
____________________________________
Marco A. Martinez
Best Best & Krieger LLP
City Attorney
84600.018-3059212v11 1
PURCHASE AND SALE AGREEMENT
(Olson Company/A-3 Property)
This Purchase and Sale Agreement (“Agreement”), dated for reference purposes only as of
October 3__, 2016, is made and entered into by and between the SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, a public body corporate and politic
(“Seller”), and OLSON URBAN HOUSING, LLC, a Delaware limited liability company
(“Developer”) (individually a “Party” and collectively the “Parties” sometimes hereinafter).
RECITALS
A. Seller is the fee owner of those certain parcels of real property located at 803, 805
and 809 North Dalton Avenue and 810 North Alameda Avenue, each in the City of Azusa, County of
Los Angeles, California, described as Assessor’s Parcel Numbers 8608-027-905, 906, 908 and 907,
respectively, and more particularly described in Exhibit “A,” attached hereto and incorporated herein
(“Land”), a portion of which may be improved with fixtures, structures, parking areas, landscaping
and other improvements constructed and located on the Land, including, but not limited to certain
utility systems to be used in the operation thereof (“Improvements”); and all rights, privileges,
easements and appurtenances to the Land and the Improvements, if any, including, without
limitation, all of Seller’s right, title and interest, if any, in and to all minerals, oil, gas and other
hydrocarbon substances, development rights and water stock relating thereto, all strips and gores, and
all of Seller’s right, title and interest in and to any easements and other appurtenances used or
connected with the beneficial use or enjoyment of the Land and the Improvements (the Land, the
Improvements and all such easements and appurtenances are sometimes collectively referred to
herein as the “Real Property”); and all of Seller’s interest in and to any trademarks and trade names
used in connection with the Real Property (collectively, the “Trade Names”), together with Seller’s
interest in and to any architectural, site, landscaping, or other permits, applications, development
rights or agreements, licenses, approvals, certificates, authorizations and other entitlements, will
serve letters, transferable guarantees and warranties covering the Land and/or Improvements, all
contract rights (including rights under the Service Contracts (as hereinafter defined)), books, records,
reports, test results, environmental assessments, as-built plans, specifications and other similar
documents and materials relating to the use or operation, maintenance or repair of the Property or the
construction or fabrication thereof, and all transferable utility contracts relating to the Property, to the
extent assignable and accepted by Developer, and any other intangible rights of Seller related to the
Real Property (collectively, the “Intangible Property”) (the Real Property, the Trade Names and the
Intangible Property are sometimes collectively referred to herein as the “Property”).
B. The City of Asuza (“City”) and Developer previously entered into that certain
Exclusive Negotiation Agreement dated as of March 7, 2016 (the “ENA”), pursuant to which
Developer and Seller, as successor in interest to the City under the ENA, have negotiated the terms of
this Agreement and now wish to enter into this Agreement for the purpose of Developer acquiring
the Property in connection with the construction of thirty (30) three-story, market-rate townhomes
(the “Community”) at the Property.
C. Seller now desires to sell, and Developer desires to purchase, the Property, all in
accordance with the terms set forth below.
84600.018-3059212v11 2
TERMS & CONDITIONS
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is acknowledged, Seller and Developer agree as follows:
1. Sale. On the terms and subject to the conditions of this Agreement, Developer
hereby agrees to purchase from Seller, and Seller agrees to sell to Developer the Property, on the
Closing Date (defined in Section 11).
2. Opening of Escrow. Within five (5) Business Days of execution of this Agreement,
the Parties shall open an escrow (“Escrow”) with Escrow Holder by causing an executed copy of this
Agreement to be deposited with First American Title Insurance Company or another escrow
company mutually approved by the Parties (“Escrow Holder”). Escrow shall be deemed open on the
date that a fully executed copy of this Agreement is delivered to Escrow Holder and accepted by
Escrow Holder as evidenced by Escrow Holder’s execution of this Agreement (“Opening of
Escrow”).
3. Purchase Price. The purchase price for the Property (“Purchase Price”) shall be One
Million Seven Hundred Thousand and 00/100 Dollars ($1,700,000.00); provided, that the Purchase
Price shall be subject to adjustment pursuant to the provisions of Section 9 below. The Purchase
Price shall be paid as follows:
3.1. Deposit. Within five (5) Business Days after the opening of Escrow,
Developer shall deposit the sum of Fifty Thousand and 00/100 Dollars ($50,000.00) (“Deposit”) with
the Escrow Holder, to be held in escrow for the benefit of the Parties and applied against the
Purchase Price at Closing (defined in Section 11) or refunded or forfeited in accordance with the
terms of this Agreement. The Parties hereby agree that the Deposit shall be credited with any
amounts remaining from the funds Developer deposited pursuant to the ENA and which were not
applied to City costs under the ENA and such credited amounts shall be deemed a part of the
“Deposit” under this Agreement for all purposes of this Agreement.
The Deposit shall be held by Escrow Holder in a non-comingled interest bearing
account fully insured by the federal government in an institution as directed by Developer and any
interest earned and accrued on the Deposit shall be considered part of the Deposit. The Deposit is
fully refundable to Developer on or before the expiration of the Contingency Period. In the event
Developer expressly waives contingencies in writing and elects to continue and does not terminate
this Agreement on or prior to the expiration of the Contingency Period, the Deposit shall become
immediately non-refundable and held in Escrow, except in the event of a Seller default, a failure of a
condition precedent to Closing in favor of Developer, a termination of this Agreement for a reason
other than a Developer default resulting in a termination of this Agreement under Section 10.1 below,
or as otherwise specifically set forth in this Agreement, but in all events the Deposit shall be
applicable to the Purchase Price. If the Closing is not consummated because of a default under this
Agreement on the part of Developer after the expiration of the Contingency Period, which is not
cured within the cure period applicable to such default, then the Escrow Holder shall disburse the
Deposit to Seller as liquidated damages pursuant to Section 10.1 below.
3.2. Cash at Closing. Upon the Escrow Holder’s receipt of all Closing Items
(defined in Section 4.3 below), Developer shall deposit with the Escrow Holder, in cash, by certified
check or by wire transfer of immediately available funds the balance of the Purchase Price less the
Deposit, plus or minus closing pro-rations, adjustments, and costs related to the Closing. The
84600.018-3059212v11 3
Purchase Price proceeds shall be disbursed to Seller by the Escrow Holder upon confirmation of the
recordation of the Deed (as defined in Section 4.1(a)) in the Official Records of Los Angeles County.
4. Closing Deliveries to Escrow Holder.
4.1. By Seller. Seller hereby covenants and agrees to deliver or cause to be
delivered to Escrow Holder within one (1) Business Day prior to the Closing Date the following
instruments and documents, the delivery of each of which shall be a condition precedent to the
Closing for the benefit of Developer.
(a) Deed. Subject to Section 5, Seller shall convey title to the Property to
the Developer by grant deed, subject only to the Permitted Exceptions, in substantially the form set
forth as Exhibit “C,” attached hereto and incorporated herein (“Deed”). “Permitted Exceptions”
means those items disclosed by the Title Insurance Commitment that the Developer does not object
to, or that Developer waives objection to, or agrees to take title subject to, or that Developer agrees to
accept affirmative title insurance coverage over, and all zoning ordinances and regulations.
(b) General Assignment and Bill of Sale. Seller shall deliver to Escrow
Holder an assignment and bill of sale (“General Assignment”), duly executed by Seller in the form
of, and upon the terms contained in, Exhibit “B,” attached hereto and incorporated herein.
(c) Non-Foreign Certification. Seller shall deliver to Escrow Holder a
certification duly executed by Seller under penalty of perjury in the form of, and upon the terms set
forth in, the Transferor’s Certification of Non-Foreign Status (“FIRPTA Certificate”), setting forth
Seller’s address and federal tax identification number and certifying that Seller is a “United States
Person” and that Seller is not a “foreign person” in accordance with and/or for the purpose of the
provisions of Sections 7701 and 1445 (as may be amended) of the Internal Revenue Code of 1986, as
amended, and any regulations promulgated thereunder.
(d) Closing Statement. An executed settlement statement reflecting the
pro-rations and adjustments required under Section 9.
(e) Closing Documents. Any additional tax forms, recordation forms,
1099s or other documents as may be reasonably required by the Escrow Holder or the Title Company
to consummate the transaction contemplated by this Agreement.
(f) Cash – Pro-rations. The amount, if any, required of Seller under
Section 9.
4.2. By Developer. Developer hereby covenants and agrees to deliver or cause to
be delivered to Escrow Holder on or prior to the Closing Date the following instruments and
documents, the delivery of each of which shall be a condition precedent to the Closing for the benefit
of Seller.
(a) Purchase Price. Developer shall deliver to Escrow Holder the
Purchase Price in accordance with Section 3.
(b) Preliminary Change of Ownership Statement. Developer shall deliver
to Escrow Holder a Preliminary Change of Ownership Statement completed in the manner required
in Los Angeles County.
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4.3. Additional Closing Items. Each Party shall also execute and deliver to the
Escrow Holder such documents, certificates and instruments as may customarily be required in
transactions of this type. The items required to be submitted to the Escrow Holder pursuant to this
Section and Sections 4.1 and 4.2 above are referred to herein collectively as the “Closing Items.”
5. Title. As evidence of title, within five (5) days of the Opening of Escrow, or as soon
thereafter as is reasonably practical, the Seller shall deliver to the Developer a commitment for an
ALTA extended coverage policy of title insurance (“Title Insurance Commitment”) issued by First
American Title Insurance Company or another title company mutually approved by the Parties
(“Title Company”), in the amount of the Purchase Price (or such amount as required by Developer),
dated later than the Opening of Escrow, and guaranteeing the title to the Property and the Vacation
Area in the condition required for performance of this Agreement, together with copies of all
documents shown in the commitment as affecting title, and a scaled and dimensioned plot showing
the location of any easements on the Property or the Vacation Area (“Title Documents”).
Developer may, at its own expense, obtain a UCC-1 report regarding title condition of any
personal property located on the Property. Seller shall provide Developer with copies of any liens or
encumbrances affecting such personal property within ten (10) days of the Opening of Escrow.
The Developer shall have thirty (30) days from receipt of the Title Insurance Commitment
and Title Documents to inspect the state of the title and matters affecting title, and to object to the
matters shown thereby. Failure to object in writing within the above period shall constitute a waiver
of the Developer’s objections to title. If the Developer objects to any matter disclosed by the Title
Insurance Commitment or Title Documents, then the Seller shall have ten (10) Business Days from
the date it is notified in writing of the particular defects claimed, to elect, in its reasonable discretion,
either: (1) to remedy the title defect that is the subject of the Developer’s objection, or (2) not
remedy the title defect that is the subject of the Developer’s objection, and Seller’s election shall be
communicated in writing to Developer within that period. If Seller elects not to remedy such title
defect, then Developer shall have ten (10) Business Days following receipt of Seller’s notification
under the preceding sentence to elect to either (x) waive its title objection and accept title subject to
the alleged title defect, or (y) terminate this Agreement and receive a refund of the Deposit. The
failure of Developer to make an election within that ten (10) Business Day period, as it may be
extended by the Parties, shall be deemed to be an election to terminate this Agreement and receive a
refund of the Deposit.
Seller may cure any title objection that may be cured by the payment of a sum certain (such
as existing mortgages, land contracts and other liens) by paying or depositing that sum at Closing.
Notwithstanding the foregoing, Developer hereby objects to all liens evidencing monetary
encumbrances (other than liens for non-delinquent general real property taxes to be paid by
Developer under this Agreement) and Seller agrees to cause all such liens to be eliminated at Seller’s
sole cost (including all prepayment penalties and charges) prior to the Closing Date. At the Closing,
Seller will provide the Title Company with a commercially reasonable owner’s affidavit, which will
include a representation by the Seller (if accurate as of the Closing) that will allow the Title
Company to issue an endorsement to Developer’s title policy against potential mechanic’s and
materialmen’s liens; provided, however that if such representation is not accurate, Seller will work
with the Title Company to provide alternative assurances to allow the Title Company to issue to
Developer such lien endorsement at the Closing.
84600.018-3059212v11 5
Notwithstanding anything to the contrary contained in this Agreement, if, at any time prior to
the Closing, any updates to the Title Insurance Commitment are received by Developer, Developer
shall have ten (10) Business Days (regardless of the date) following Developer’s receipt of such
update and legible copies of all underlying documents referenced therein (that were not referenced in
the Title Documents previously provided to Developer) to notify Seller of objections to items on any
such updates (“Title Updates”). Developer, at its sole election, may hire a land surveyor for the
purpose of preparing an ALTA survey for the Property (the “Survey”). Notwithstanding the
foregoing, Developer shall have ten (10) Business Days after receipt of the Survey to object to any
matters of survey in writing to Seller, in which event the procedure set forth in Section 5 above shall
apply to such Survey objections.
6. Possession. Unless this Agreement is earlier terminated pursuant to the terms hereof,
the Seller shall deliver and the Developer shall accept possession of the Property on the Closing
Date, free from any rights of tenants or any other party in possession. Relocation of any existing
occupants of the Property shall be at Seller’s sole expense; provided, that Seller shall have no
responsibility for the relocation of occupants from any third-party private parcels Developer may
acquire in connection with development of the Community but outside of the Property.
7. Mutual Conditions to Closing. Seller’s obligation to sell and Developer’s
obligation to purchase the Property shall be subject to and expressly conditioned upon satisfaction (or
waiver) of the following conditions precedent to the Closing set forth in Sections 7.1 through 7.3
below, which shall be for the benefit of both Seller and Developer.
7.1. Land Use Approvals. Prior to the Closing, Developer shall have obtained
final approval of any and all land use and other entitlements required for development of the
Community, including without limitation (but only as applicable), a precise plan of design, tentative
tract map, conditional development permit, statutory development agreement, environmental
assessment, CEQA approval, and such other land use entitlements and permits as may be required,
and, during the term of this Agreement, Developer shall have the right to seek written authorizations,
approvals, permits and the like (collectively, the “Approvals”) from the City of Azusa and all other
governmental authorities with jurisdiction over the Property (collectively the “Governmental
Authorities”) and all utility providers, sufficient to allow Developer to develop the Property for
Developer’s intended use after the Closing. Developer shall bear the expense of obtaining any such
Approvals. Seller agrees to promptly cooperate with Developer, at no third-party cost to Seller, in all
reasonable respects in obtaining the Approvals, provided that in no event shall the Approvals bind
the Property prior to the Closing. Seller’s cooperation shall include without limitation, executing and
joining in any applications or submissions made by Developer which require the consent or joinder
of the record owner of the Property. Additionally, Seller hereby grants to Developer the right to
negotiate directly with any Governmental Authorities and utility providers having jurisdiction over
the Property and/or the development thereof, provided that such negotiations do not bind Seller or the
Property prior to the Closing.
7.2. Permits. Prior to or concurrently with the Closing, Developer shall have
received any and all demolition and grading permits required to be obtained by Developer prior to
and as a condition precedent to the commencement of development of any portion of the Community
(or such permits shall be ready to issue upon Closing, subject only to payment of applicable fees),
based on grading, building, and other plans approved by the City.
7.3. Financing. The Developer shall have provided proof satisfactory to the Seller
that the Developer has access to sufficient internal funds or has obtained a loan or other financing for
84600.018-3059212v11 6
construction of the Community to be developed on the Land, and such financing shall close and be
available to the Developer upon the Closing.
8. Developer’s Contingency Period; Elective Pre-Closing Work and Right of Entry.
8.1. Developer’s Contingency Period. For a period of ninety (90) calendar days
following the Opening of Escrow (the “Contingency Period”), Developer shall have the right to
perform any and all investigations, inspections and testing necessary to determine the feasibility and
desirability of developing the Community, including those due diligence actions described in
Sections 8.1(a) and 8.1(b) below.
(a) Review and Approval of Documents and Materials. Within ten (10)
days of the Opening of Escrow, Seller shall deliver to Developer any and all documents, reports,
surveys, environmental assessments, engineering reports, building plans and blueprints for the
Property and other materials in Seller’s possession or under its control or that of its agents, respecting
the Property, including any Hazardous Substance Conditions Report concerning the Property and
relevant adjoining properties, any Natural Hazard Zone Disclosure Report, and all lease agreements
relating to any tenant or occupant then occupying the Property (collectively, “Materials”). During
the Contingency Period, Developer may review and evaluate the Materials to determine whether the
Property is appropriate for Developer’s proposed use, in its discretion
(b) Developer’s Due Diligence & Survey; Rights of Inspection
and Testing. So long as this Agreement is in effect, the Developer and its agents shall be entitled, at
the Developer’s sole expense, to enter upon the Property and conduct such independent
investigations, tests and physical inspections of the Property, including building inspections and
environmental site assessments, and survey work as is desired by the Developer, concerning
(i) Developer’s proposed use, sale, or development of the Property; (ii) the condition and all other
attributes of the Property. including, without limitation all improvements located thereon;
(iii) applicable laws, statutes, rules, regulations, ordinances, limitations, restrictions or requirements
concerning the Property or any existing or proposed development or condition thereof; including but
not limited to zoning, subdivision and other regulations; (iv) the necessity or availability of any
specific plan or general amendments, rezoning, zone variances, conditional use permits, building
permits, environmental impact reports, subdivision maps, public reports issued by the California
Bureau of Real Estate and all other Approvals; (v) the necessity and existence of all dedications, fees,
charges, costs or assessments which may be imposed by any Governmental Authority in connection
with the proposed development of the Property; (vi) the value of the Property; (vii) the availability or
adequacy of access to the Property, or of water, sewage, gas, electrical or other utilities serving the
Property and (viii) the presence or adequacy of infrastructure or other improvements on, near or
concerning the Property. In the event of any invasive testing on the Property, Developer shall restore
the Property so far as reasonably possible to the condition that it was in prior to such site
investigations, tests and inspections. Developer shall indemnify, defend and hold Seller and its
elected and appointed officials, officers, employees and agents free and harmless from all damages,
costs, loss, expense (including reasonable attorneys’ fees) and liability resulting from Developer’s
activities, acts and omissions on the Property pursuant to this Section. Notwithstanding anything to
the contrary contained in this Agreement, (a) the defense, indemnity and hold harmless provision
contained in this Section shall not apply to the extent such liabilities arise in connection with the
negligence or willful misconduct of Seller, its employees, agents, contractors, licensees or invitees
and (b) provided further that, subject to Section 8.3 below, Developer shall have no liability to Seller
or to its employees, agents or contractors by reason of, nor shall Developer have any duty to
84600.018-3059212v11 7
indemnify, defend or hold any person or entity harmless from or against, any liabilities, including,
without limitation, any claim for diminution in value of the Property or for environmental
remediation or clean-up costs, resulting from Developer having merely discovered and/or reported
any adverse physical condition, title condition, environmental condition or other defect with respect
to the Property. The foregoing provisions shall survive the Closing or any termination of this
Agreement. Developer shall notify Seller in advance of its desire to conduct any inspections at the
Property to give Seller adequate opportunity to make reasonable arrangements with the tenant in
possession (if any).
(c) Developer’s Objections. Developer shall have the right at any time
on or before the expiration of the Contingency Period to terminate this Agreement if, during the
course of Developer’s due diligence investigations of the Property, Developer determines in its sole
and absolute discretion that the Property is not acceptable to Developer.
(d) Termination Notice. Developer may exercise Developer’s
termination rights pursuant to Section 8.1 by delivering written notice of termination to Seller and
Escrow Agent (a “Termination Notice”) on or before the expiration of the Contingency Period.
Upon the timely delivery of such Termination Notice, (i) Escrow Agent shall immediately return the
Deposit to Developer without the need for further instruction or approval of the Parties, and (ii) this
Agreement shall automatically terminate and be of no further force or effect and neither Party shall
have any further rights or obligations hereunder. In addition, and notwithstanding anything
contained herein to the contrary, if Developer fails to provide a written notice to Seller of its approval
of its Contingency Period review of the Property (a “Contingency Period Approval Notice”) on or
prior to the expiration of the Contingency Period, then Developer shall be deemed to have elected to
deliver a Termination Notice and to have elected to terminate this Agreement, and, in that event, the
Deposit shall be promptly returned to Developer without need for further instruction or approval of
the Parties.
8.2. Elective Pre-Closing Work; Right of Entry.
(a) Pre-Closing Election. Following the acquisition by Developer of all
Approvals but prior to the Closing, Developer may elect, in its sole discretion, to undertake the
demolition of all surface and sub-surface structures on the Property, all rough grading required for
preparation of the Property for construction of the Community, and the relocation, upgrading, and/or
undergrounding of all utilities required for development of the Community, or such portion of that
scope of work as Developer shall elect (collectively, the “Pre-Closing Work”). If Developer elects to
perform such Pre-Closing Work, then the completion of that work (or Developer's subsequent written
election to waive such completion) shall become a condition to Closing.
(b) Right of Entry. For purposes of providing Developer with a right of
access to the Property prior to the Closing to perform the Pre-Closing Work, effective upon
Developer’s election to perform the Pre-Closing Work, Seller hereby grants to Developer and its
agents, representatives and contractors a nonexclusive right of entry to enter upon the Property
during the term of this Agreement for the purpose of performing the Pre-Closing Work. Prior to any
such entry by Developer on the Property, Developer shall deliver a certificate of insurance to Seller
indicating that Developer maintains general liability insurance coverage in the amount of not less
than ONE MILLION DOLLARS ($1,000,000) with respect to claims arising from the exercise of
such right of entry on the Property and on which Seller shall be reflected as an additional insured.
Developer shall comply with all applicable laws and governmental regulations in performing Pre-
Closing Work activities on the Property pursuant to that right of entry. Developer shall indemnify,
84600.018-3059212v11 8
defend and hold Seller and the Property free and harmless from all loss, claims, demands, damages,
costs, liabilities or expenses (including without limitation reasonable attorneys’ fees and costs of
litigation) arising from the activities on the Property conducted by Developer pursuant to this Section
and from all mechanics’, materialmen’s and other liens resulting from any such conduct by
Developer; provided that the foregoing indemnity shall not apply to any loss, damage or liability (a)
to the extent caused by the negligence or willful misconduct of Seller or its agents or representatives
or (b) caused solely by the discovery by Developer of a condition or substance located on, or defect
in, the Property, including without limitation diminution in value of the Property.
(c) If Hazardous Materials (as defined below) are discovered during the
performance of the Pre-Closing Work, Developer shall perform the remediation of such Hazardous
Materials (“Remediation”) on behalf of the Seller and the Seller shall act as the responsible Party
with respect to any such remediation work, including execution of any required manifest for disposal
of such wastes; provided, that Developer’s funding of the Remediation shall be limited to $200,000
and the Purchase Price shall be reduced by the cost of that Remediation. If the cost of the
Remediation is projected to exceed $200,000, or does exceed $200,000 (such Remediation work
having a total cost in excess of $200,000 being referred to herein as a “Major Remediation Event”),
then the Parties may mutually agree upon the allocation of expenses required to complete the
Remediation or Developer may, at its election in its sole discretion, terminate this Agreement. If
Developer elects to terminate this Agreement as a result of such a Major Remediation Event, Seller
shall reimburse Developer for any and all Remediation expenses Developer has incurred with respect
to the Property and shall indemnify, defend and hold Developer harmless from any further cost,
expense damage or liability (including reasonable attorneys’ fees) (a “Claim”) with respect to the
Hazardous Materials on the Property, the Closing shall not occur, and Seller shall retain title to the
Property.
(d) As used herein, the term “Hazardous Materials” or similar terms shall
mean any substances, chemicals, materials, or elements in any physical state (liquid, solid,
gaseous/vapor, etc.) that are prohibited, defined, limited or regulated by federal law, state law, local
ordinance or any other lawfully enacted regulatory system, or any other substances, chemicals,
materials, or elements that are defined as “hazardous” or “toxic,” or a “pollutant” or “contaminant”,
or otherwise regulated, known or considered to be potentially harmful, hazardous or injurious to
human health, the safety of occupants or users of the property or the environment. The term
hazardous materials shall also include any substance, chemical, material, or element in any physical
state (liquid, solid, gaseous/vapor, etc.): (i) defined as “hazardous”, “toxic”, or a “pollutant”, or
“contaminant” or otherwise regulated, under any laws adopted by any federal, state, or local
governmental entity or body or its agencies or political subdivisions; (ii) which is petroleum,
petroleum products, ethanol, methyl tertiary butyl ether or derivatives or constituents of or vapors
from any of the foregoing; (iii) which is asbestos or asbestos-containing materials; (iv) the presence
of which requires notification, investigation or remediation under any statutory codes, regulations or
common law; (v) the presence of which on the property causes or threatens to cause a nuisance upon
the property, or to adjacent properties, or poses or threatens to pose a hazard to the health or safety of
persons on or about the property; (vi) which is urea formaldehyde foam insulation or urea
formaldehyde foam insulation-containing materials; (vii) which is lead-based paint or lead- based
paint-containing materials; (viii) which are polychlorinated biphenyls or polychlorinated biphenyl-
containing materials; (ix) which is radon or radon-containing or producing materials; (x) which is or
contains excessive moisture, mildew, mold, microbial contamination, microbial growth or other
fungi, or biological agents that can pose a risk to human health or the environment, or negatively
impact the value of the property; (xi) which is a vapor from volatile chemicals or any other toxic or
84600.018-3059212v11 9
hazardous materials, including petroleum hydrocarbons, from a subsurface soil, groundwater or other
source, or (xii) which by any laws of any governmental entity requires special handling in its
collection, storage, treatment, or disposal.
8.3. Disclaimer of Warranties. Except as expressly provided in Sections 8.2 and
of this Agreement, Developer shall acquire the Property in its “AS IS” condition and shall be
responsible for any and all defects in the Property, whether patent or latent, including, without
limitation, the physical, environmental, and geotechnical condition of the Property, and the existence
of any contamination, hazardous materials, vaults, debris, pipelines, wells, or other structures located
on, under or about the Property. Except as expressly set forth in this Agreement, Seller makes no
representation or warranty concerning the physical, environmental, geotechnical or other condition of
the Property. Developer acknowledges that, except as expressly provided in Sections 8.2 and 9.3 of
this Agreement, once Developer obtains title to the Property, any liability of the Seller for the
environmental condition of the Property shall be extinguished, and that, except as expressly provided
in the next sentence, Seller shall have no liability for remediating any environmental condition of the
Property. Except as expressly provided in Sections 8.2 and 9.3 of this Agreement, Developer shall
indemnify Seller against any claim or liability relating to the environmental condition of the
Property; provided, however, that Seller shall remain liable for (1) any hazardous materials released
into the Property while Seller or City owned the Property, (2) any third party claim that arose during
Seller’s or City’s ownership of the Property; (3) breach of Seller’s Representation and Warranties,
and (4) reimbursement and indemnification of Developer as expressly provided in Sections 8.2 and
9.3. The foregoing indemnity obligation shall survive the Closing.
9. Prorated and Adjusted Items. The following items shall be prorated and/or
adjusted as follows:
9.1. Taxes. Escrow is not to be concerned with proration of Seller’s taxes for the
current fiscal year. Seller is a public agency and therefore exempt from the payment of property
taxes. Developer shall be responsible for all applicable prorated taxes for the current fiscal year once
Developer obtains title to the Property.
9.2. Other Closing Costs. Seller shall pay all water, sewer, telephone, and all
other utility charges incurred on or before the Closing Date with respect to the Property. After the
Closing, Developer shall pay all such charges. Seller shall pay the applicable transfer taxes, the cost
of recording any curative instruments and the cost of a CLTA standard coverage owner’s title policy.
Developer shall pay the cost of recording the Deed conveying title to the Property, the costs
associated with Developer’s financing, the cost of any extended coverage or ALTA owner’s title
policy and the cost of any title endorsements. Escrow fees shall be shared equally by the Parties.
Each Party shall pay its own legal fees.
9.3. Adjustment to Purchase Price. The Purchase Price shall be adjusted to reflect
the following costs: (a) the Developer’s cost of relocating or replacing dry utility lines, including the
cost of undergrounding such utility lines; (b) Developer’s cost of abandonment, relocation and
replacement to any public portion of the sewer system, whether located on or off-site, which are
required for development of the Property; provided that the reduction in the Purchase Price
attributable to such sewer system improvements shall not exceed $65,000; and (c) the cost of
remediating Hazardous Materials for which the Seller is responsible under Section 8.3 above
(collectively, the “Purchase Price Reductions”). If Developer elects to perform all or a portion of the
Pre-Closing Work and the actual amount of the Purchase Price Reductions are determined by that
work, then those Purchase Price Reductions shall be controlling for purposes of the calculation of the
84600.018-3059212v11 10
Purchase Price. If, however, Developer elects not to perform all or a portion of the contemplated
Pre-Closing Work until after the Close of Escrow, then, prior to the Close of Escrow and as a
condition thereto, the Parties shall use their best estimate of the Purchase Price Reductions to
determine the applicable reductions to the Purchase Price at the Close of Escrow, which reductions
shall be conclusive notwithstanding any subsequent change or deviation in the actual costs incurred
for such matters after the Closing. In the event of any disagreement between Seller and Developer
with respect to the cost of any estimated Purchase Price Reductions, Seller and Developer shall
promptly meet and confer in good faith to resolve such differences prior to the Closing.
10. Default.
10.1. DEVELOPER’S DEFAULT. DEVELOPER AND SELLER FURTHER
ACKNOWLEDGE THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICAL TO
ASCERTAIN THE AMOUNT OF DAMAGES THAT WOULD BE SUFFERED BY SELLER
UPON A TERMINATION OF THIS AGREEMENT AS A RESULT OF A MATERIAL BREACH
OF THIS AGREEMENT BY DEVELOPER WHICH IS NOT CURED WITHIN THE
APPLICABLE CURE PERIOD. HAVING MADE DILIGENT BUT UNSUCCESSFUL
ATTEMPTS TO ASCERTAIN THE ACTUAL DAMAGES SELLER WOULD SUFFER UPON
SUCH AN UNCURED BREACH OF THIS AGREEMENT BY DEVELOPER, DEVELOPER AND
SELLER AGREE THAT A REASONABLE ESTIMATE OF SELLER’S DAMAGES IN SUCH
EVENT WOULD BE THE RETENTION OF ALL OF THE DEPOSIT (THE “LIQUIDATED
DAMAGES AMOUNT”). THEREFORE, UPON A TERMINATION OF THIS AGREEMENT
DUE TO AN UNCURED BREACH OF THIS AGREEMENT BY DEVELOPER, SELLER SHALL
RETAIN THE LIQUIDATED DAMAGES AMOUNT AND THIS AGREEMENT SHALL
TERMINATE. RECEIPT OF THE LIQUIDATED DAMAGES AMOUNT SHALL BE SELLER’S
SOLE AND EXCLUSIVE REMEDY ARISING FROM ANY BREACH OF THIS AGREEMENT
BY DEVELOPER. SELLER AGREES TO AND DOES HEREBY WAIVE ALL OTHER
REMEDIES AGAINST DEVELOPER WHICH SELLER MIGHT OTHERWISE HAVE AT LAW
OR IN EQUITY BY REASON OF SUCH DEFAULT BY DEVELOPER. THE PAYMENT OF
THE DEPOSIT (INCLUDING ALL INTEREST ACCRUED THEREON) AS LIQUIDATED
DAMAGES IS NOT INTENDED TO BE A FORFEITURE OR PENALTY, BUT IS INTENDED
TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER PURSUANT TO CALIFORNIA
CIVIL CODE SECTIONS 1671, 1676 AND 1677.
SELLER’S INITIALS: DEVELOPER’S INITIALS:
10.2. SELLER’S DEFAULT. IF SELLER FAILS TO COMPLETE THE SALE
OF THE PROPERTY AS PROVIDED IN THIS AGREEMENT BY REASON OF ANY
MATERIAL DEFAULT OF SELLER (AND NOT DUE TO A FAILURE OF A CONDITION
PRECEDENT), DEVELOPER MAY EITHER (I) PROCEED AGAINST SELLER BY BRINGING
AN ACTION FOR SPECIFIC PERFORMANCE UNDER THIS AGREEMENT, OR
(II) TERMINATE THIS AGREEMENT IN WHICH EVENT THE DEPOSIT SHALL BE
RETURNED TO DEVELOPER.
10.3. Cure Rights. If the Party who is claimed to be in default by the other Party
cures, corrects or remedies the alleged default within thirty (30) calendar days after receipt of written
notice specifying such default, such Party shall not be in default under this Agreement. The Party
claiming that a default has occurred shall give written notice of default to the Party claimed to be in
default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of
any default nor shall it change the time of default. However, the injured Party shall have no right to
84600.018-3059212v11 11
exercise any remedy for a default under this Agreement, without first delivering written notice of the
default and allowing the other Party the opportunity to cure that default within the time provided
herein.
11. Time and Place of Closing. Consummation of this sale and purchase (“Closing”)
shall take place within thirty (30) days following the satisfaction of all conditions to the Closing or
Developer’s earlier delivery to Seller of a written waiver (“Developer’s Closing Notice”) of all
conditions to Developer’s obligation to proceed to Closing, unless this Agreement has been duly and
timely terminated pursuant to the provisions of this Agreement. Closing shall take place at the
offices of the Escrow Holder and coordinated through their affiliate offices. As used herein,
“Closing Date” means the date and time on which the Deed is recorded in the Official Records of the
County.
11.1. Outside Closing Date. In no event shall the Closing occur later than three
hundred sixty (360) calendar days following the Opening of Escrow as such date may be extended
for force majeure delays under Section 29(f) below (the “Outside Closing Date”).
12. Covenants.
12.1. Pre-Closing Covenants. Seller shall, between the date hereof and the Closing
Date, unless otherwise consented to in writing by Developer:
(a) Maintain the Property in compliance with all applicable laws and in
its present condition, reasonable wear and use excepted.
(b) Not suffer or permit any new easements, encumbrances, liens or
security interests to attach to the Property, or transfer or convey the Property or any portion or
portions of the Property.
(c) Not enter into or amend any contracts or agreements pertaining to the
Property, which would survive the Closing and be binding upon Developer.
(d) Maintain hazard and liability insurance with respect to the Property in
accordance with its current practices.
12.2. Alley Vacation. Seller acknowledges that as of the date hereof there is an
existing alley that is adjacent to the northern edge of the Property (the “Alley”). Seller and Buyer
contemplate that, concurrent with the execution of this Agreement the City will complete
proceedings for vacation of that portion of the Alley which is depicted on Exhibit “D” attached
hereto and incorporated herein (the “Vacation Area”). Seller shall take any steps necessary to
cooperate in such vacation proceeding or required to complete or implement such action, and to
cause the vacated area to be transferred to Developer concurrent with the Closing. Notwithstanding
anything herein to the contrary, the final vacation of the Vacation Area of the Alley and the inclusion
of that area within the Property being transferred to Developer shall be a condition to Developer’s
obligation to proceed with the Closing unless Developer elects to waive such condition.
12.3. CFD Formation. Developer agrees to use commercially reasonable efforts to
support the creation of a community facilities district (the “CFD”) with respect to the Community
pursuant to the provisions of California Government Code Section 53311, et. seq.; provided, that
Developer shall not be responsible for any costs of creation of the CFD and, provided further, that
84600.018-3059212v11 12
Developer’s obligation under this Section 12.3 is conditioned upon the CFD resulting in a maximum
initial tax rate of $225 per year per home within the Community, subject to subsequent annual
increase to reflect an inflation adjustment. Such subsequent annual increase shall in any event be
limited to the lesser of (i) five percent (5%), or (ii) the annual percentage increase, if any, of the All
Urban Consumers Consumer Price Index (CPI) for the applicable year. The annual CPI used shall be
for the Los Angeles-Riverside-Orange County area as determined by the Bureau of Labor Statistics
for the applicable 12 month period. For the first annual adjustment, the increase shall be prorated to
reflect the number of days in that year following the effective date for commencement of the CFD
assessment. Developer further agrees to cooperate in taking any actions in Developer’s control to
reasonably assist City in the establishment of the CFD, including, but not limited to, execution and
delivery of waivers of notice or meeting and execution and return of ballots approving the CFD
formation. The CFD shall be formed, if at all, not later than the close of escrow for sale of the first
home within the Community pursuant to a final subdivision public report, and, following that sale,
Developer shall have no further obligation regarding such CFD formation.
13. Risk of Loss.
13.1. Condemnation. If before the Closing Date any action or proceeding is
commenced for the condemnation or exercise of the rights of eminent domain with respect to the
Property or any portion of the Property, or if Seller is notified by the duly authorized officer of a duly
empowered condemning authority of the intent to commence such action or proceeding
(“Condemnation”) and if such Condemnation would materially and adversely affect the use or
operation of the Property, have the effect of decreasing the square footage of the buildable area at the
Property, or reduce or eliminate access to the Property, then Developer may either (a) terminate this
Agreement and receive a return of Deposit concurrent with such termination, or (b) proceed with the
Closing without modifying the terms of this Agreement and without reducing the Purchase Price, on
the condition that Seller must assign and turn over, and Developer will be entitled to keep, all awards
for the Condemnation that accrue to Seller; provided, however, if any award is rendered specifically
to compensate Seller for Seller’s lost goodwill, such an award shall belong to Seller. Seller may not
negotiate, resist, or stipulate to any Condemnation without Developer’s written consent. Seller must
notify Developer of any notice of Condemnation of all or any portion of the Property within five (5)
days after the receipt of such notice, and Developer must exercise its option(s) as provided in this
Section 13.1 within fifteen (15) days after provision of such notice as set forth herein for the giving
of notices. If necessary, the Closing Date will be extended to give Developer the full 15-day period
to make such election.
13.2. Damage and Destruction. If before the Closing Date any damage or
destruction of the Property, or any portion of it, occurs, then within ten (10) days after determination
of the amount of the Insurance Proceeds (defined below) to be received with respect to such loss,
Developer must elect, by written notice to Seller, either to: (a) terminate this Agreement (in which
event the Deposit, and all accrued interest thereon, shall forthwith be returned to Developer and
thereupon neither Party shall have any further rights or obligations hereunder); or (b) proceed to
Closing without any reduction in the Purchase Price (in which event the Insurance Proceeds shall
first be applied to clearance of any damaged improvements or exposed Hazardous Materials on the
Property (with the balance of such proceeds being released to Seller) and the Closing shall occur
within thirty (30) days after such election and clearance of the Property as provided above). If
Developer shall fail to provide such written notice of election within ten (10) days after
determination of the amount of the Insurance Proceeds to be received with respect to such loss, then
Developer shall be deemed to have elected to terminate this Agreement. As used herein, “Insurance
84600.018-3059212v11 13
Proceeds” means the proceeds from any and all insurance maintained by Seller with respect to the
Property and/or to such loss, including without limitation fire and casualty and liability insurance.
14. Representations and Warranties of Seller. Seller represents and warrants to
Developer that, to Seller’s actual knowledge, except as set forth or otherwise disclosed in this
Agreement, or in any exhibit to this Agreement, or in any schedule of exceptions attached to this
Agreement:
(a) Seller is not a Party to any contract, agreement or commitment to sell,
convey, assign, transfer or otherwise dispose of any portion or portions of the Property.
(b) Seller has not received notice of violation of any applicable law,
ordinance, regulation, order or requirement relating to Seller’s operation or use of the Property.
(c) To Seller’s actual knowledge: (i) neither the Property nor any part
thereof is in breach of any environmental laws; (ii) no part of the Property has ever been used as a
landfill, dump, toxic waste disposal site or storage area; (iii) there are no underground storage tanks
at the Property, or, with respect to removed tanks, at the time of removal, any contaminated soil was
removed; and (iv) the Property is free of any Hazardous Materials that would trigger response or
remedial action under any environmental laws or any existing common law theory based on nuisance
or strict liability. This warranty is limited to matters of which Seller has actual knowledge, and
Developer acknowledges that Seller has not made any affirmative investigation as to environmental
issues affecting the Property in connection with this Agreement. As used in this Agreement, the term
“Hazardous Material” means any flammable items, explosives, radioactive materials, hazardous or
toxic substances, material or waste or related materials, including any substance defined as or
included in the definition of “hazardous substances”, “hazardous wastes”, “hazardous materials” or
“toxic substances” now or subsequently regulated under any applicable federal, state or local laws or
regulations, including without limitation petroleum-based products, paints, solvents, lead, cyanide,
DDT, printing inks, acids, pesticides, ammonia compounds and other chemical products, asbestos,
PCBs and similar compounds, and including any different products and materials which are
subsequently found to have adverse effects on the environment or the health and safety of persons.
(d) There is no litigation pending or to the actual knowledge of Seller,
threatened, against Seller or the Property which relates to, or if decided adversely, could have a
material adverse effect upon, the Property (including condemnation or similar proceedings).
(e) Except as disclosed in writing to Developer by Seller as part of the
Materials, there are no leases, licenses or other occupancy or use agreements, written or oral, in
effect in which Seller has granted any party rights to possession or use of the Property or any portion
thereof, nor has Seller given any party an option or right of first refusal to purchase any portion of the
Property.
(f) Except as disclosed in writing to Developer by Seller as part of the
Materials, the Property is not subject to any operating, maintenance or repair contract or other
agreements that will bind the Property or Developer after the Closing (“Service Contracts”).
(g) Except as disclosed in the Materials, Seller has no actual knowledge
of any violations of health, environmental or other applicable law, ordinance, code, order or
regulation in any respect with regard to the Property.
84600.018-3059212v11 14
(h) Seller is not aware of any inaccuracy or incompleteness of any of the
documents, materials or reports contained in the Materials.
(i) No representation, statement or warranty by Seller contained in this
Agreement or in any exhibit attached hereto contains or will contain any untrue statements or omits,
or will omit, a material fact necessary to make the statement of fact therein recited not misleading.
If, after Seller’s execution hereof and prior to the Closing, any event occurs or condition exists of
which Seller becomes aware which renders any of the representations contained herein untrue or
misleading, Seller shall promptly notify Developer in writing.
All representations and warranties contained in this Agreement shall be deemed remade as of
the Closing Date, except in the event of a change in circumstances affecting any representations or
warranties set forth herein, in which case Seller shall provide written notice to Developer regarding
such changed circumstances within a reasonable time following such change, and prior to the
Closing. As used herein, “actual knowledge” of Seller refers to the actual knowledge of Seller’s
employees and agents directly involved in the negotiation and/or drafting of this Agreement, those
responsible for the acquisition or maintenance of the Property, the City Attorney or the City Clerk.
15. Business Days. As used herein, the term “Business Days” refers to Monday through
Friday, excluding weekdays and holidays on which Seller is closed for business.
16. Binding Effect; Assignment. The covenants herein shall bind and inure to the
benefit of the executors, administrators, successors and assigns of the respective Parties. The
Developer may not assign its rights under this Agreement to any person or entity without the prior
written consent of the Seller. Notwithstanding the foregoing, Developer shall have the right to assign
this Agreement without Seller’s consent (but with notice to Seller) to any entity under common
control with Developer, or over which Developer owns a majority interest or has an ownership
interest and management or operational control. In the event of an assignment of Developer’s
interests under this Agreement, the assignee shall agree in writing to assume and be bound by the
terms and provisions hereof.
17. Brokers. Seller and Developer acknowledge that no broker or finder was involved in
this transaction and each Party agrees to indemnify and hold harmless the other Party from and
against any claim that a commission or fee is due to any broker or finder who dealt with the Party
from whom indemnification is sought.
18. Integration; Merger; Amendment; Survival of Representations. Seller and
Developer have not made any covenants, warranties or representations not set forth in this
Agreement. This Agreement constitutes the entire Agreement between the Parties. Except as
otherwise provided herein, all representations, warranties and covenants set forth in this Agreement
shall survive closing. This instrument shall, as to all prior drafts or forms exchanged between the
Parties or executed by the Parties, be the sole effective instrument between them as to the provisions
set forth in this Agreement. None of the terms and provisions hereof shall be altered or amended
unless in writing and signed by the Parties. With respect to any future amendments or modifications,
the Executive Director of Seller, or his or her designee, shall have the authority to approve
modifications to this Agreement without further action or authorization from the Board of the Seller
so long as such modifications do not result in a material increase in the Seller’s costs or liability
hereunder.
84600.018-3059212v11 15
19. Execution in Counterparts and by Fax/Email. This document may be validly
executed and delivered by facsimile transfer/e-mail and/or portable document format (collectively,
“Electronic Copy”). Any signer who executes this document and transmits this document by
Electronic Copy intends that the Electronic Copy of their signature is to be deemed an original
signature for all purposes. Any such Electronic Copy printout and any complete photocopy of such
Electronic Copy printout is deemed to be an original counterpart of this document. This Agreement
may be executed in two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
20. Notices. All notices shall be in writing and delivered personally, by overnight air
courier service, by facsimile transmission or email, or by U.S. certified or registered mail, return
receipt requested, postage prepaid, to the Parties at their respective addresses set forth below, and the
same shall be effective upon receipt if delivered personally, one (1) Business Day after depositing
with an overnight air courier, or two (2) Business Days after depositing in the U.S. mail,
immediately, upon transmission (as confirmed by electronic confirmation of transmission generated
by the sender’s machine) for any notice given by facsimile or email:
If to Seller: The Successor Agency to the Redevelopment Agency of the
City of Azusa
213 East Foothill Boulevard
Azusa, California 91702
Attention: Executive Director
Tel: (626) 812-5238 Fax: (626) 334-6358
E-Mail: tbutzlaff@ci.azusa.ca.us
with copies to: Andrew V. Arczynski
141 W. Wilshire Ave, Suite B
Fullerton, California 92832
Tel: (714) 578-8838
Fax: (714) 578-9322
E-Mail: andrew@arczynskilaw.com
If to Developer: OLSON URBAN HOUSING, LLC
3010 Old Ranch Parkway, Suite 100
Seal Beach, California 90740
Attention: Todd Olson
Tel: (562) 596-4770
Fax: (562) 596-4703
E-Mail: tolson@theolsonco.com
with a copy to: Olson Urban Housing, LLC
3010 Old Ranch Parkway, Suite 100
Seal Beach, California 90740
Attention: Katherine M. Chandler
Tel: (562) 370-2270
Fax: (562) 598-9853
E-Mail: kchandler@theolsonco.com
21. Governing Law. This Agreement shall be construed according to the laws of the
State of California.
84600.018-3059212v11 16
22. Attorney’s Fees. In the event any action or suit is brought by a Party hereto against
another Party hereunder by reason of any breach of any of the covenants, agreements or provisions
on the part of the other Party arising out of this Agreement, then in that event the prevailing Party
shall be entitled to have and recover from the other Party all costs and expenses of the action or suit,
including actual attorneys’ fees, expert witness fees, accounting and engineering fees, and any other
professional fees resulting therefrom.
23. Expenses. Except for any payments to City as expressly provided for in the ENA,
Seller and Developer shall pay their respective expenses and costs in connection with the preparation
of this Agreement and other agreements and documents related to this Agreement and the
transactions contemplated herein.
24. Severability. If any term of this Agreement is held by a court of competent
jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms,
will remain in full force and effect as if such invalid or unenforceable term had never been included.
25. Construction. In determining the meaning of, or resolving any ambiguity with
respect to, any word, phrase or provision of this Agreement, no uncertainty or ambiguity shall be
construed or resolved against a Party under any rule of construction, including the Party primarily
responsible for the drafting and preparation of this Agreement. This Agreement has been jointly
drafted by the Parties and shall be construed as a jointly drafted agreement, and there shall be no
drafting based presumption used in its interpretation. Headings used in this Agreement are provided
for convenience only and shall not be used to construe meaning or intent. As used in this Agreement,
masculine, feminine or neuter gender and the singular or plural number shall each be deemed to
include the others wherever and whenever the context requires or admits.
26. Qualification; Authority. Each individual executing this Agreement on behalf of a
Party which is an entity, represents, warrants and covenants to the other Party that (a) such person is
duly authorized to execute and deliver this Agreement on behalf of such entity in accordance with
authority granted under the organizational documents of such entity, and (b) such entity is bound
under the terms of this Agreement.
27. No Waiver. The failure of either Party to enforce any term, covenant, or condition of
this Agreement on the date it is to be performed shall not be construed as a waiver of that Party’s
right to enforce this, or any other, term, covenant, or condition of this Agreement at any later date or
as a waiver of any term, covenant, or condition of this Agreement.
28. Intentionally Omitted.
29. Miscellaneous.
(a) Execution of Documents. The Parties agree to execute such
instructions to Title Company and such other instruments and to do such further acts as may be
reasonably necessary to carry out the provisions of this Agreement.
(b) Inducement. The making, execution and delivery of this Agreement
by the Parties hereto have been induced by no representations, statements, warranties or agreements
other than those expressly set forth herein.
84600.018-3059212v11 17
(c) Incorporation of Exhibits. The exhibits attached hereto are
incorporated herein by reference.
(d) Relationship of Parties. Notwithstanding anything to the contrary
herein contained, this Agreement shall not be deemed or construed to make the Parties hereto
partners or joint venturers, or to render either Party liable for any of the debts or obligations of the
other, it being the intention of the Parties to merely create the relationship of seller and buyer with
respect to the Property to be conveyed as contemplated hereby.
(e) Limitation of Liability. The Parties agree that neither the trustees,
officers, members, employees or agents of either Party shall be personally liable under the
Agreement and all Parties hereto shall look to the assets of the entity for the payment of any claim or
the performance of any obligation of either under this Agreement.
(f) Force Majeure. If either Party is delayed or prevented from
performing any act required in this Agreement by reason of any event beyond the reasonable control
of either Party, including without limitation, by labor disputes, fire, unusual delay in deliveries, acts
or failure to act of another party, weather or acts of God, terrorism, delay in the issuance of permits
or approvals, acts of governmental entities, unavoidable casualties, litigation, contractor delay or any
other such causes beyond such Party’s control, then the time herein fixed for completion of such
obligation(s) shall be extended by the number of days that such Party has been delayed.
30. Representation by Counsel. Each Party hereto represents and agrees with each
other that it has been represented by or had the opportunity to be represented by, independent counsel
of its own choosing, and that it has had the full right and opportunity to consult with its respective
attorney(s), that to the extent, if any, that it desired, it availed itself of this right and opportunity, that
it or its authorized officers (as the case may be) have carefully read and fully understand this
Agreement in its entirety and have had it fully explained to them by such Party’s respective counsel,
that each is fully aware of the contents thereof and its meaning, intent and legal effect, and that it or
its authorized officer (as the case may be) is competent to execute this Agreement and has executed
this Agreement free from coercion, duress or undue influence.
31. Covenants Against Discrimination.
(a) Obligation to Refrain From Discrimination. Developer covenants by
and for itself, and any successors in interest, that there shall be no discrimination against or
segregation of any person, or group of persons, on account of sex, race, color, creed national origin
or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, nor
shall Developer or any person claiming under or through it establish or permit any such practice or
practices of discrimination or segregation with reference to the selection, location, number, use or
occupancy of tenants, lessees, subtenants, sublessees, or vendees of the Site. The foregoing
covenants shall run with the land.
(b) Form of Nondiscrimination and Nonsegregation Clauses. Developer
shall refrain from restricting the rental, sale or lease of the Site on the basis of sex, race, color, creed,
ancestry or national origin of any person. All such deeds, leases or contracts for the use of the Site
shall contain or be subject to substantially the following nondiscrimination clauses:
(i) In deeds: “The grantee herein covenants by and for himself or
herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or
84600.018-3059212v11 18
through them, that there shall be no discrimination against or segregation of, any person or group or
persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in
the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises herein
conveyed, nor shall the grantee or any person claiming under or through him or her, establish or
permit any such practice or practices of discrimination or segregation with reference to the selection,
location, number, use or occupancy of tenants, lessees, subtenants, sub lessees or vendees in the land
herein conveyed. The foregoing covenants shall run with the land.”
(ii) In leases: “The lessee herein covenants by and for himself or
herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or
through him or her, and this lease is made and accepted upon and subject to the following conditions:
“That there shall be no discrimination against or segregation of any person or group of
persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in
the leasing, subleasing, transferring, use, or enjoyment of the premises herein leased nor shall the
lessee himself, or any person claiming under or through him or her, establish or permit any such
practice or practices of discrimination or segregation with reference to the selection, location,
number, use or occupancy of tenants, lessees, sub lessees, subtenants or vendees in the land herein
leased.
(iii) In contracts: “There shall be no discrimination against or
segregation of, any person, or group of persons on account of race, color, creed, religion, sex, marital
status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or
enjoyment of the land, nor shall the transferee or any person claiming under or through him or her,
establish or permit any such practice or practices of discrimination or segregation with reference to
the selection, location, number, use or occupancy of tenants, lessees, subtenants, sub lessees or
vendees of the land.”
[Signatures appear on following page]
84600.018-3059212v11 19
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and
year first-above written.
SELLER:
THE SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE CITY
OF AZUSA,
a public body, corporate and politic
By:
Name:
Title:
ATTEST:
SECRETARY
APPROVED AS TO FORM:
ANDREW V. ARCZYNSKI
SPECIAL COUNSEL
84600.018-3059212v11 20
DEVELOPER:
OLSON URBAN HOUSING, LLC,
a Delaware limited liability company,
doing business as The Olson Company
By: In Town Living, Inc.,
a Delaware corporation
Its: Managing Member
By:
Name:
Its:_________________________________
By:
Name:
Its:
84600.018-3059212v11 A-1
EXHIBIT “A”
Property Description
That certain real property located in the City of Azusa, County of Los Angeles, State of California,
and is described as follows:
PARCEL 1 (APN 8608-027-905):
All that certain real property situated in the County of Los Angeles, State of California,
described as follows:
A parcel of land in the City of Azusa, County of Los Angeles, State of California, adjoining
Block 19 of Azusa, as per Map recorded In Book 15, Page 93 of Miscellaneous Records, in the
office of the County Recorder of said County, described as follows:
Commencing at the intersection of the South line of said Block 19 and the West
line of Dalton Avenue, BO feet wide; thence Southerly along said Westerly line
to the Northerly line of the right of way and depot grounds of the Southern
California Railway Co., (now Atchison, Topeka and Santa Fe Railway Co.);
thence Southwesterly along said Northerly line to a point in a line formed by the
prolongation of the East boundary line of Lot(s) 17, 18, 19, 20, 21 and 22 In said
Block 19; thence Northerly along said prolongation to the Southeasterly corner·of
Lot 22 in said Block 19; thence Northeasterly along the Southeasterly line of said
Block 19 to the Point of Beginning.
PARCEL 2 (APN 8608-027-906):
All that certain real property situated in the County of Los Angeles, State of California,
described as follows:
Lot(s) 4 in Block 19 of Azusa, in the City of Azusa, County of Los Angeles, State of
California, as per map recorded in Book 15 Page(s) 93 to 96 inclusive of Maps, in the Office of the
County Recorder of said County.
Together with that portion of that certain North/South Alley, 20 feet wide, as shown
on Map of Azusa, in the City of Azusa, County of Los Angeles, State of California,
as per map recorded in Book 15 Page(s) 93, et seq of Miscellaneous Records, in the
Office of the County Recorder of said County, included within Block 19 of said Map
of Azusa, shown as Parcel “A” on Exhibit “B” of that certain Resolution to Vacate
No. 94-C34, recorded July 19, 1994 as Instrument No 94-1339841 , Official Records.
PARCEL 3 (APN 8608-027-908):
All that certain real property situated in the County of Los Angeles, State of California,
84600.018-3059212v11 A-2
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(s) 93 to 96 inclusive of Maps, in the Office of the County Recorder of said
County.
PARCEL 4 (APN 8608-027-907):
All that certain real property situated in the County of Los Angeles, State of California,
described as follows:
LOT(S) 17, 18, 19, 20, 21 AND 22 IN BLOCK 19 OF AZUSA, IN THE
CITY OF AZUSA, COUNTY OF LOS ANG ELES, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 15, PAGE(S) 93, ET
I., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.
ALSO A PARCEL OF LAND ADJOINING SAID BLOCK 19 OF THE
SOUTH, DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHWEST CORNER OF SAID BLOCK 19;
THENCE SOUTH 50 FEET TO THE NORTHERLY LINE OF THE RIGHT OF
WAY AND DEPOT GROUNDS OF THE SOUTHERN CALIFORNIA
RAILWAY CO., (NOW ATCHISON, TOPEKA AND SANTA FE CO.)
THENCE NORTHEASTERLY ALONG SAID NORTHERLY LINE TO A
POINT IN A LINE FORMED BY THE PROLONGATION OF THE EAST
BOUNDARY LINE OF SAID LOT(S) 17, 18, 19, 20, 21 AND 22 IN SAID
BLOCK 19, SAID POINT BEING 50 FEET SOUTH FROM THE
SOUTHEASTERLY CORNER OF SAID LOT 22; THENCE NORTH 50 FEET
TO THE SOUTHEASTERLY CORNER OF SAID LOT 22; THENCE
SOUTHWESTERLY ALONG THE SOUTHEASTERLY LINE OF SAID LOT
22 TO THE POINT OF BEGINNING.
84600.018-3059212v11 B-1
EXHIBIT “B”
General Assignment and Bill of Sale
This GENERAL ASSIGNMENT AND BILL OF SALE (“Bill of Sale”) is made as of
________________, 2016 by the SUCCESSOR AGENCY TO THE REDEVELOPMENT
AGENCY OF THE CITY OF AZUSA, a public body, corporate and politic (“Assignor”) in favor of
OLSON URBAN HOUSING, LLC, a Delaware limited liability company (“Assignee”), pursuant to
that certain PURCHASE AND SALE AGREEMENT, by and between Assignor and Assignee, dated
_____________, 2016 (the “Contract”). All defined terms used herein and not otherwise defined
herein shall have the meaning ascribed to such terms in the Contract.
For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Assignor hereby sells, conveys, grants, delivers, transfers and assigns to Assignee, (a)
any and all easement rights and appurtenances thereto, including, without limitation, all easements
and appurtenances, if any, in Assignor’s adjoining and adjacent land, roads, streets, and lanes, (b) all
of Seller’s right, title, and interest in all public ways adjoining such property, and (c) all of
Assignor’s right, title, and interest in and to all plans and specifications relating to the Land and
Improvements, all existing warranties, and guaranties (express or implied) issued to Assignor in
connection with and only with respect to the Land and/or Improvements, and all existing permits,
entitlements, licenses, applications, approvals, and authorizations issued by or submitted to any
Governmental Authority in connection with the Property, and all personal property located on the
Land to the extent that they are related to that certain real property located in the City of Azusa,
County of Los Angeles, State of California, which is more particularly described in Schedule 1
attached hereto and incorporated herein by this reference.
The provisions of this Bill of Sale shall be binding upon and shall inure to the benefit of the
successors and assigns of Assignor and Assignee, respectively.
[Signatures appear on following page]
84600.018-3059212v11 B-2
Signatures to Bill of Sale
Date: ____________________ ASSIGNOR:
THE SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE CITY OF
AZUSA,
a public body, corporate and politic
By:
ATTEST:
SECRETARY
APPROVED AS TO FORM:
ANDREW V. ARCZYNSKI
SPECIAL COUNSEL
84600.018-3059212v11 B-3
ASSIGNEE:
OLSON URBAN HOUSING, LLC,
a Delaware limited liability company,
doing business as The Olson Company
By: In Town Living, Inc.,
a Delaware corporation
Its: Managing Member
By:
Name:
Its:_________________________________
By:
Name:
Its:
84600.018-3059212v11 B-4
Schedule 1 to Bill of Sale
Legal Description of the Land
That certain real property located in the City of Azusa, County of Los Angeles, State of California,
and is described as follows:
PARCEL 1 (APN 8608-027-905):
All that certain real property situated in the County of Los Angeles, State of California,
described as follows:
A parcel of land in the City of Azusa, County of Los Angeles, State of California, adjoining
Block 19 of Azusa, as per Map recorded In Book 15, Page 93 of Miscellaneous Records, in the
office of the County Recorder of said County, described as follows:
Commencing at the intersection of the South line of said Block 19 and the West
line of Dalton Avenue, BO feet wide; thence Southerly along said Westerly line
to the Northerly line of the right of way and depot grounds of the Southern
California Railway Co., (now Atchison, Topeka and Santa Fe Railway Co.);
thence Southwesterly along said Northerly line to a point in a line formed by the
prolongation of the East boundary line of Lot(s) 17, 18, 19, 20, 21 and 22 In said
Block 19; thence Northerly along said prolongation to the Southeasterly corner·of
Lot 22 in said Block 19; thence Northeasterly along the Southeasterly line of said
Block 19 to the Point of Beginning.
PARCEL 2 (APN 8608-027-906):
All that certain real property situated in the County of Los Angeles, State of California,
described as follows:
Lot(s) 4 in Block 19 of Azusa, in the City of Azusa, County of Los Angeles, State of
California, as per map recorded in Book 15 Page(s) 93 to 96 inclusive of Maps, in the Office of the
County Recorder of said County.
Together with that portion of that certain North/South Alley, 20 feet wide, as shown
on Map of Azusa, in the City of Azusa, County of Los Angeles, State of California,
as per map recorded in Book 15 Page(s) 93, et seq of Miscellaneous Records, in the
Office of the County Recorder of said County, included within Block 19 of said Map
of Azusa, shown as Parcel “A” on Exhibit “B” of that certain Resolution to Vacate
No. 94-C34, recorded July 19, 1994 as Instrument No 94-1339841 , Official Records.
PARCEL 3 (APN 8608-027-908):
All that certain real property situated in the County of Los Angeles, State of California,
described as follows:
That portion of land described in Certificate of Compliance for a Lot Merger as
84600.018-3059212v11 B-5
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(s) 93 to 96 inclusive of Maps, in the Office of the County Recorder of said
County.
PARCEL 4 (APN 8608-027-907):
All that certain real property situated in the County of Los Angeles, State of California,
described as follows:
LOT(S) 17, 18, 19, 20, 21 AND 22 IN BLOCK 19 OF AZUSA, IN THE
CITY OF AZUSA, COUNTY OF LOS ANG ELES, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 15, PAGE(S) 93, ET
I., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.
ALSO A PARCEL OF LAND ADJOINING SAID BLOCK 19 OF THE
SOUTH, DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHWEST CORNER OF SAID BLOCK 19;
THENCE SOUTH 50 FEET TO THE NORTHERLY LINE OF THE RIGHT OF
WAY AND DEPOT GROUNDS OF THE SOUTHERN CALIFORNIA
RAILWAY CO., (NOW ATCHISON, TOPEKA AND SANTA FE CO.)
THENCE NORTHEASTERLY ALONG SAID NORTHERLY LINE TO A
POINT IN A LINE FORMED BY THE PROLONGATION OF THE EAST
BOUNDARY LINE OF SAID LOT(S) 17, 18, 19, 20, 21 AND 22 IN SAID
BLOCK 19, SAID POINT BEING 50 FEET SOUTH FROM THE
SOUTHEASTERLY CORNER OF SAID LOT 22; THENCE NORTH 50 FEET
TO THE SOUTHEASTERLY CORNER OF SAID LOT 22; THENCE
SOUTHWESTERLY ALONG THE SOUTHEASTERLY LINE OF SAID LOT
22 TO THE POINT OF BEGINNING.
84600.018-3059212v11 D-1 .018-3059212v9
EXHIBIT “C”
Deed
FREE RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
Secretary Successor Agency to the
Redevelopment Agency of the
City of Azusa
213 E Foothill Boulevard
Azusa, California 91702
SPACE ABOVE THIS LINE FOR RECORDER’S USE
EXEMPT FROM RECORDING FEE PER GOV. CODE § 27383
GRANT DEED
FOR VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, the
SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, a
public body, corporate and politic (“Grantor”), hereby grants to OLSON URBAN HOUSING, LLC,
a Delaware limited liability company (“Grantee”), all of its rights, title, and interest in the real
property hereinafter referred to as the “Property” in the City of Azusa, County of Los Angeles, State
of California, as more particularly described in Schedule 1 attached hereto and incorporated herein
by this reference.
IN WITNESS WHEREOF, Grantor has caused this instrument to be executed on its behalf as
of the date written below.
THE SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE CITY OF
AZUSA,
a public body, corporate and politic
By:
ATTEST:
SECRETARY
APPROVED AS TO FORM:
ANDREW V. ARCZYNSKI
SPECIAL COUNSEL
84600.018-3059212v11 D-2 .018-3059212v9
Schedule 1 to Grant Deed
Legal Description of Property and Vacation Area
That certain real property located in the City of Azusa, County of Los Angeles, State of California,
and is described as follows:
PARCEL 1 (APN 8608-027-905):
All that certain real property situated in the County of Los Angeles, State of California,
described as follows:
A parcel of land in the City of Azusa, County of Los Angeles, State of California, adjoining
Block 19 of Azusa, as per Map recorded In Book 15, Page 93 of Miscellaneous Records, in the
office of the County Recorder of said County, described as follows:
Commencing at the intersection of the South line of said Block 19 and the West
line of Dalton Avenue, BO feet wide; thence Southerly along said Westerly line
to the Northerly line of the right of way and depot grounds of the Southern
California Railway Co., (now Atchison, Topeka and Santa Fe Railway Co.);
thence Southwesterly along said Northerly line to a point in a line formed by the
prolongation of the East boundary line of Lot(s) 17, 18, 19, 20, 21 and 22 In said
Block 19; thence Northerly along said prolongation to the Southeasterly corner·of
Lot 22 in said Block 19; thence Northeasterly along the Southeasterly line of said
Block 19 to the Point of Beginning.
PARCEL 2 (APN 8608-027-906):
All that certain real property situated in the County of Los Angeles, State of California,
described as follows:
Lot(s) 4 in Block 19 of Azusa, in the City of Azusa, County of Los Angeles, State of
California, as per map recorded in Book 15 Page(s) 93 to 96 inclusive of Maps, in the Office of the
County Recorder of said County.
Together with that portion of that certain North/South Alley, 20 feet wide, as shown
on Map of Azusa, in the City of Azusa, County of Los Angeles, State of California,
as per map recorded in Book 15 Page(s) 93, et seq of Miscellaneous Records, in the
Office of the County Recorder of said County, included within Block 19 of said Map
of Azusa, shown as Parcel “A” on Exhibit “B” of that certain Resolution to Vacate
No. 94-C34, recorded July 19, 1994 as Instrument No 94-1339841 , Official Records.
PARCEL 3 (APN 8608-027-908):
All that certain real property situated in the County of Los Angeles, State of California,
described as follows:
That portion of land described in Certificate of Compliance for a Lot Merger as
84600.018-3059212v11 D-3 .018-3059212v9
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(s) 93 to 96 inclusive of Maps, in the Office of the County Recorder of said
County.
PARCEL 4 (APN 8608-027-907):
All that certain real property situated in the County of Los Angeles, State of California,
described as follows:
LOT(S) 17, 18, 19, 20, 21 AND 22 IN BLOCK 19 OF AZUSA, IN THE
CITY OF AZUSA, COUNTY OF LOS ANG ELES, STATE OF
CALIFORNIA, AS PER MAP RECORDED IN BOOK 15, PAGE(S) 93, ET
I., OF MISCELLANEOUS RECORDS, IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.
ALSO A PARCEL OF LAND ADJOINING SAID BLOCK 19 OF THE
SOUTH, DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHWEST CORNER OF SAID BLOCK 19;
THENCE SOUTH 50 FEET TO THE NORTHERLY LINE OF THE RIGHT OF
WAY AND DEPOT GROUNDS OF THE SOUTHERN CALIFORNIA
RAILWAY CO., (NOW ATCHISON, TOPEKA AND SANTA FE CO.)
THENCE NORTHEASTERLY ALONG SAID NORTHERLY LINE TO A
POINT IN A LINE FORMED BY THE PROLONGATION OF THE EAST
BOUNDARY LINE OF SAID LOT(S) 17, 18, 19, 20, 21 AND 22 IN SAID
BLOCK 19, SAID POINT BEING 50 FEET SOUTH FROM THE
SOUTHEASTERLY CORNER OF SAID LOT 22; THENCE NORTH 50 FEET
TO THE SOUTHEASTERLY CORNER OF SAID LOT 22; THENCE
SOUTHWESTERLY ALONG THE SOUTHEASTERLY LINE OF SAID LOT
22 TO THE POINT OF BEGINNING.
EXHIBIT "D"
Being a portion of certain north/south alley between busway (Formerly Alameda Avenue) and
Dalton Avenue, south of 9th Street, 20 feet wide, as shown on map of Azusa, in the City of Azusa,
County of Los Angeles, State of California, as per Map Recorded in Book 15 page 93 of
Miscellaneous Records in the Office of the County of Recorded of said County, included within
block 19 of said map of Azusa bounded as follows:
Bounded on the west by easterly lines of lots 17 and 18 of said block 19;
Bounded on the east by westerly line of lot 3 of said block 19;
Bounded on the south by the northerly line of resolution No. 94-C34 recorded July 19, 1994 as
instrument No. 94-1339841, both of official records;
Bounded on the north by the easterly prolongation of the southerly line of lot 16, block 19 and
westerly prolongation of the southerly line of lot 2, block 19
Containing 1,000.00 sf more or less