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HomeMy WebLinkAboutD-3 Azusa-RMC Joint Powers Authority Hillside LandAPPROVE® COUNCIL MEETING Oft SCHEDULED ITEM D-3 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL VIA: TROY L. BUTZLAFF, ICMA-CM, CITY MANAGER FROM: MARCO MARTINEZ, CITY ATTORNEY DATE: AUGUST 15, 2016 SUBJECT: ACCEPTANCE OF TITLE TO HILLSIDE LAND NORTH OF THE ROSEDALE PROJECT, CONVEYANCE OF SAID LAND TO AZUSA-RMC JOINT POWERS AUTHORITY, APPOINTMENT OF TWO JOINT POWERS AUTHORITY BOARD MEMBERS, AND APPROVAL OF OPERATING MEMORANDUM NO. 2 TO DEVELOPMENT AGREEMENT WITH ROSEDALE LAND PARTNERS SUMMARY: At its June 20, 2016 meeting, the City Council approved an agreement to form the "Azusa -RMC Joint Powers Authority" in order to facilitate the long-term management of approximately 201 acres of hillside open space property north of the Rosedale project. The City's partner in creating this new agency — the San Gabriel and Lower Los Angeles Rivers and Mountains Conservancy (the "Conservancy") approved the agreement on July 25, officially forming the new Joint Powers Authority ("Authority"). Now that the Authority has been formed, Staff is requesting that the City Council take the following actions: (1) Approve the execution of the certificate of acceptance so that title for the 201 -acres of open space will formally transfer from RLP to the City; (2) Approve execution of a second grant deed that will convey the property from the City to the Authority; (3) Appoint two members of the City Council to serve on the Authority Board of Directors; and (4) Approve the Operating Memorandum No. 2 with RLP. RECOMMENDATION: Staff recommends that the City Council take the following actions: 1) Approve the City Manager's Execution of Certificate of Acceptance of Title to Hillside Property North of Rosedale Project; and 2) Approve the City Manager's Execution of Grant Deed Conveying Hillside Property North of Rosedale Project to the Azusa -RMC Joint Powers Authority; and Rosedale Project - Acceptance of Title to Hillside Open Space Property and Operating Memorandum No. 2 August 15, 2016 Page 2 of 4 3) Appoint Two Members of the City Council to the Azusa -RMC Joint Powers Authority Board of Directors; and 4) Approve the City Manager's Execution of Operating Memorandum No. 2 to Development Agreement with Rosedale Land Partners, in a form acceptable to the City Attorney, on behalf of the City. DISCUSSION: At its June 20, 2016 meeting, the City Council approved the City of Azusa's entry into a joint powers agreement to form a new public agency to long-term manage the approximately 201 acres of hillside open space property which Rosedale Land Partners ("RLP") is required to dedicate (transfer to City ownership) under the 2004 Development Agreement for the Rosedale project. The City's partner in creating this new agency — the San Gabriel and Lower Los Angeles Rivers and Mountains Conservancy (the "Conservancy") approved the joint powers agreement at its July 25 Board meeting. Therefore, the new "Azusa -RMC Joint Powers Authority" has been officially formed. ACCEPTANCE OF THE GRANT DEED FROM RLP AND CONVEYANCE TO JOINT POWERS AUTHORITY,' Ultimately, the goal is for RLP to transfer the hillside property to the City and for the City to transfer it to the Joint Powers Authority for long-term management as low -impact open space. Pursuant to Section 4.16(ii) of the Development Agreement, RLP has already executed a grant deed to convey the property to the City. Under State law, however, title does not officially transfer until the City formally accepts the grant deed. A copy of the RLP -executed grant deed and certificate of acceptance is attached as Attachment 1. Staff is requesting that the City Council approve the City Manager's execution of the certificate of acceptance so that title to the hillside property officially transfers from RLP to the City. The City Council is also being asked to approve the City Manager's execution of the attached grant deed (Attachment 2) which will then convey the hillside property from the City to the new Joint Powers Authority. Once the new Authority Board meets and can accept this conveyance, title will officially transfer from the City to the Authority and the process will be complete. The grant deed is a standard form document, except that it contains one important condition: Should the Authority fail to adequately maintain the hillside property or if it dissolves, the hillside property reverts back to City ownership. APPOINTMENT OF JOINT POWERS A UTHORITY BOARD MEMBERS: The Azusa -RMC Joint Powers Authority Board consists of five (5) directors. Two members are chosen by the Azusa City Council, two are chosen by the Conservancy Board, and one is chosen by the Azusa Planning Commission. Each director serves a 2 -year term and may be reappointed by his/her particular appointing agency. Now that the Authority has been legally formed, the next step is to appoint Board members to the Authority. Staff is requesting that the City Council appoint two Board members. Staff understands that the Conservancy intends to appoint two Board members at its September 26 meeting. The Rosedale Project - Acceptance of Title to Hillside Open Space Property and Operating Memorandum No. 2 August 15, 2016 Page 3 of 4 appointment of one Board member will also be placed on the next available Azusa Planning Commission agenda. The intent is for the new Authority to hold its first Board meeting in October. Once the Board convenes, it can formally accept title to the hillside property, along with taking other necessary actions to commence Authority business. APPROVAL OF OPERATING MEMORANDumNo. 2: Section 4.4 of the Development Agreement authorizes the City and RLP to enter into "operating memoranda" to allow the parties to make certain minor changes, adjustments or clarifications to the Development Agreement in order to implement its terms without going through the formal amendment process (public hearings, ordinances, etc.) Staff has been negotiating Operating Memorandum No. 2 with RLP to address two issues under the Development Agreement: The hillside open space dedication and the Citrus Avenue Extension grade separation and alignment. Operating Memorandum No. 2 acknowledges that RLP has executed and delivered a grant deed for the hillside open space to the City, that the City will timely accept title to this property, and that the City will either (i) keep and hold such property in City ownership as permanent open space, or (ii) transfer ownership of such property to a joint powers authority established by the City and a non-profit conservancy organization. Further, RLP has agreed to provide $50,000 in "seed money" to assist the new Joint Powers Authority in commencing operations. The Operating Memorandum acknowledges RLP's commitment in this regard. As part of the Rosedale project, in 2005-2006, the cities of Azusa and Glendora approved the Citrus Avenue Extension grade separation as well as alignment, profile, design and width of Citrus Avenue in order to properly size the railroad bridge span and abutments and to provide proper overhead clearance for the Metro Gold Line. However, in 2010, the City of Glendora expressed a preference that Citrus Avenue be aligned differently (a "T" alignment). The City of Azusa and RLP carefully evaluated this alternative and concluded that the increased costs and delays of this alternative were not in the public's best interest. In order to obtain Glendora's approval to keep the alignment as originally conceived, the City of Azusa has agreed to transfer $200,000 in Rule 20A funds to Glendora. As an offset to the transfer of Rule 20A funds, RLP agreed to pay $92,000 to Azusa. Operating Memorandum No. 2 is attached to this report as Attachment "C". Because this merely implements the Development Agreement and is not a formal amendment to it, the Council may approve this by motion and without a further public hearing or ordinance. FISCAL IMPACT: Staff anticipates the current year costs of operating the Authority will be adequately funded by the $50,000 provided by RLP. Acceptance of title to the hillside property will not result in property tax consequences to the City, since it is a public agency which is exempt from payment of property taxes. Further, the payment of $200,000 in Rule 20A funds will have no negative financial impact on the City since this are non -General Funds and the City has no projects these funds can be used for. The payment of $92,000 from RLP represents a positive fiscal impact to the General Fund. Rosedale Project - Acceptance of Title to Hillside Open Space Property and Operating Memorandum No, 2 August 15, 2016 Page 4 of 4 Prepared by: Marco Martinez City Attorney Reviewed and Approved: Louie F. Lacasella Management Analyst Attachments: Fiscal Impact Reviewed by: Talika M. Johnson Director of Finance Reviewed and Approved: Troy L. Butzlaff, ICMA-CM City Manager 1) Grant Deed and Certificate of Acceptance for Hillside Open Space Property (RLP to City transfer) 2) Grant Deed and Certificate of Acceptance for Hillside Open Space Property (City to JPA transfer) 3) Operating Memorandum No. 2 r Attachment 1 R, ()SEDALE ROSEDALE LAND PARTNERS U LLC November 19, 2015 Mr. Troy Butzlaff, City Manager City of Azusa 213 E. Foothill Blvd. Azusa, CA 91702 Subject: Grant Deed for 201 Acres of Hillside Open Space Dear Troy: In accordance with Condition of Approval No. 19 for Vesting Tentative Tract Map No. 54057 and the terms of Sections 4.16(b) and 5.5 of the Monrovia Nursery Development Agreement, I am enclosing a fully executed Grant Deed in favor of the City of Azusa for the 201 acres of hillside open space. Please have this deed accepted by the City Council and recorded at your earliest convenience. Very truly yours, William D. Holman Vice President, Land Development cc: City Attorney Kurt Christiansen Enclosure 23 Corporate Plaza Drive, Suite 246 A Newport Beach, CA . 92660-7944 949-729-1200 ® 949-749-1214fax - This page is part of your document - DO NOT DISCARD 20161382707 IIII II II IIIII IIII Illll IIIII IIIII IIIII IIIII IIIII ILII IIII IIIII Recorded/Filed in Official Records Recorder's Office, Los Angeles County, California 11/07/16 AT 09:33AM Pages: 0010 FEES: 0.00 TAXES: 0.00 OTHER: 0.00 PAID: 0.00 IIIIIIIIIIIIIInIIIII�fl�IIBVIiiIIIIIiIIIiIIIIIIIIIiIiIiVIRIIIVIIillli�liill�il LEADSHEET 201611072910009 00012860961 IiIIIlA1911UN11N1 007911444 SEQ: 01 DAR Mail (Intake) IIIIIUIIIIRIIIIYflIIIIBAAI�Alnnlllll� �THISFORM IS NOT TO BE DUPLICATED ir��a�iiummn�iuenNu�uu � RECORDING REQUESTED BY WHEN RECORDED MAIL TO Jeffrey Lawrence Cornejo, Jr. City Clerk City of Azusa 213 E. Foothill Blvd. Azusa, CA 91702 SPACE ABOVE THIS LINE RESERVED FOR RECORDER'S USE TITLE OPERATING MEMORANDUM NO. 2 RECORDED AT THE REQUEST OF AND WHEN RECORDED RETURN TO: City of Azusa 213 East Foothill Boulevard Azusa, California 91702 Attention: City Manager Rosedale Land Partners II 23 Corporate Plaza Drive, Suite 246 Newport Beach, CA 92660 Attention: Mr. William D. Holman (Space above for Recorder's use only) Exempt from filing fees — Gov't Code §6103 OPERATING MEMORANDUM NO. 2 THIS OPERATING MEMORANDUM NO. 2 ("Operating Memorandum") is dated as of August 15, 2016, and is being entered into by and among the City of Azusa, a California municipal corporation ("City"), and the City of Azusa Light and Water Department ("ALW") (jointly referred to as the "City") and Rosedale Land Partners II, LLC, a Delaware limited liability company ("Owner"), with reference to the following facts. City and Owner are herein sometimes referred to as the 'Parties": A. City and Monrovia Nursery Company, a California corporation, entered into that certain Development Agreement between City and Owner's predecessor in interest dated as of May 27, 2004, and recorded on July 29, 2004, in the Official Records of Los Angeles County as Document No. 04-1952514, ("Development Agreement"), covering that certain property more particularly described in the Development Agreement (the 'Property"). B. The Development Agreement provides for the development of a master planned community project consisting of 1,250 residential units, commercial space and various public infrastructure improvements (the "Project"). C. On August 27, 2004, Monrovia Nursery Company ("MNC") assigned all of its rights, obligations, title and interest under the Development Agreement to Azusa Land Partners LLC, a Delaware limited liability company ("ALP") in accordance with Section 3.6 of the Development Agreement. D.. ALP surrendered all of its rights, obligations, title and interest under the Development Agreement due to foreclosure; E. On October 10, 2010, Rosedale Land Partners II, LLC, a Delaware limited liability company, obtained all rights, obligations, title and interest of the Development Agreement by acquiring the undeveloped portions of the Property pursuant to a Trustee's Deed dated October 1, 2010, pursuant to Section 3.6 of the Development Agreement; F. Pursuant to the "First Amendment to the Development Agreement" approved by Ordinance No. 14-01, "The Second Amendment to the Development Agreement" approved by Ordinance No. 14-06 and the "Third Amendment to the Development Agreement" approved by Ordinance No. 2015-013 and the "Fourth Amendment to the Development Agreement" approved by Ordinance No. 2016-05, the Term of the Development Agreement has been extended to August 27, 2017. G. Section 4.4 of the Development Agreement provides that when and if the Parties find it necessary, desirable or appropriate to make changes, adjustments, or clarifications to matters, items or provisions of the Development Agreement not relating to the (i) term, (ii) permitted uses, (iii) density or intensity of use, (iv) height or size of buildings, (v) provisions for reservation and dedication of land, (vi) development of public improvements or monetary contributions by the Owner, or (vii) any conditions or covenants relating to the use of the Property, the Parties may effectuate such changes, adjustments or clarifications through operating memoranda acknowledged by the parties in writing which reference Section 4.4 of the Development Agreement. NOW, THEREFORE, in consideration of the mutual terms and conditions contained herein, the Parties agree to clarify the terms, conditions and obligations of the Development Agreement as follows: 1. Effective Date. This Operating Memorandum shall become effective on the date on which all of the following are true: (i) this Operating Memorandum has been executed by Owner's duly authorized officers and officials and delivered to the City; and (ii) this Operating Memorandum has been duly executed by the City Manager and delivered to Owner. 2. Recordation. The City and Owner hereby consent to the recordation of this Operating Memorandum in the Official Records of Los Angeles County, California at any time following the effective date of this Operating Memorandum. 3. O en Space Dedication and Funding of Joint Powers Authority. City hereby agrees and acknowledges that Owner has executed and delivered a recordable Grant Deed approximately 201 acres of "Open Space" as shown on Exhibit `B" to the Development Agreement. City agrees to timely accept the conveyance of such property, to record the Grant Deed and to either (i) keep and hold such property in City ownership as permanent open space, or (ii) transfer ownership of such property to a joint powers authority established by the City and a non-profit conservancy organization. Further, Owner hereby agrees to pay to the City the sum of $50,000, within 10 business days of (i) delivery of written demand from the City and (ii) evidence that a joint powers authority has been duly established by the City and a non-profit conservancy organization for the long-term operation and management of the "Open Space." The $50,000 shall be used exclusively to fund the operations and activities of the joint powers authority and is contingent upon City's acceptance of the Open Space shown on Exhibit `B." The City hereby agrees and acknowledges that Owner has satisfied in full its obligations under Section 4.16(ii) of the Development Agreement. 4. Citrus Avenue Extension. Condition 42 of the Conditions of Approval for Vesting Tentative Tract Map No. 54057 requires submittal and approval from the Community Development Director of a "Substantial Conformance Vesting Tentative Tract Map depicting grade separations at Citrus Avenue and Palm Drive. Grade separated crossings shall be designed with alternative design standards, subject to approval by the City Engineer, to minimize impacts of the crossings on surrounding properties and resources." (a) In 2005, City approved the Substantial Conformance Vesting Tentative Tract Map depicting the Citrus Avenue grade separation, and the alignment, profile, design and width of Citrus Avenue were reviewed and approved by the City Engineer the City of Glendora and the Gold Line Construction Authority in order to size the railroad bridge span and abutments and provide the proper overhead clearances (the "2006 Alignment"). (b) Based on this alignment and design parameters, ALP prepared final grading, street improvement, storm drain and retaining wall plans, as well as legal descriptions for all necessary third party rights of way necessary for construction of the improvements. (c) All third party rights of way were acquired by ALP and conveyed to the City and City of Glendora in October 2006. (d) In October 2010, Owner acquired the balance of the Project and shortly thereafter resubmitted the Citrus Avenue street improvement plans to the City and the City of Glendora for signature and issuance of construction permits. Prior to issuing construction permits, the City Engineer asked Owner to evaluate potential alternate intersection designs, including a "T" intersection and the addition of a traffic signal to control pedestrian movements through the modified intersection. Owner, at its own cost, prepared conceptual intersection alternatives for review by the City and Glendora. (e) Glendora expressed a preference for the "T" alignment, however, Owner and City, after carefully evaluating the associated increased costs of additional right of way acquisition and construction and delays in completion of the improvements to coincide with the opening of the Gold Line light rail service, have determined that it is in the public's best interest to proceed with construction in conformance with the 2006 Alignment, but with the addition of a traffic signal at the intersection of Citrus Avenue and Foothill Boulevard. (f) In order to obtain the City of Glendora's approval for construction of Citrus Avenue in conformance with the 2006 Alignment, City has agreed to transfer certain funds and credits to the City of Glendora. (g) City has requested and Owner hereby agrees to pay City $92,000 for loss of such funds within 10 business days of (i) delivery of written demand from City; (ii) evidence that the City of Glendora will accept the 2006 Alignment; and (iii) issuance of all required permits for construction of the improvements in conformance with the 2006 Alignment. 5. Severability. If any term, provision, covenant or condition of this Operating Memorandum or the application of any provision of this Operating Memorandum to a particular situation is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Operating Memorandum, or the application of this Operating Memorandum to other situations, shall continue in full force and effect unless amended or modified by mutual consent of the parties. 6. Amendment; Complete Agreement. All amendments and supplements to this Operating Memorandum must be in writing and executed by the parties hereto. This Operating Memorandum contains the entire agreement and understanding among the parties hereto concerning the subject matter of this Agreement and supersedes all prior agreements, terms, understandings, conditions, representations and warranties, whether written or oral, made by the parties hereto concerning the Property or the other matters which are the subject of this Operating Memorandum. This Operating Memorandum has been drafted through a joint effort of the parties and their counsel and, therefore, shall not be construed in favor of or against any of the parties. 7. Governing Law. This Operating Memorandum shall be governed by and interpreted in accordance with the laws of the State of California. 8. CounteEparLS, Headings and Defined Terms. This Operating Memorandum may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one Operating Memorandum. The headings to sections of this Operating Memorandum are for convenient reference only and shall not be used in interpreting this Operating Memorandum. 9. Waiver. No waiver of any of the terms or conditions of this Operating Memorandum or any of their respective rights under this Operating Memorandum shall be effective unless such waiver is in writing and signed by the party charged with the waiver. 10. Additional Documents. Each party agrees to perform any further acts and to execute and deliver such further documents which may be reasonably necessary to carry out the terms of this Operating Memorandum. 11. Successors and Assigns. This Operating Memorandum shall be binding upon and inure to the benefits of the heirs, successors and assigns of the parties hereto. 12. Ministerial Clarifications. The parties hereto acknowledge and agree that this Operating Memorandum does not relate to the (i) term, (ii) permitted uses, (iii) density or intensity of use, (iv) height or size of buildings, (v) provisions for reservation and dedication of land, (vi) development of public improvements or monetary contributions by the Owner, or (vii) any conditions or covenants relating to the use of the Property. [Signatures on following page] IN WITNESS WHEREOF, the parties hereto have executed this Operating Memorandum as of the date and year first written above. CITY City of Azusa B3(-o)y zIaff,IC Aager Date: ATT OWNER ROSEDALE LAND PARTNERS TI, LLC a Delaware limited liability company By: CDG Rosedale Investment, LLC a Delaware limited liability company its administrative member r By: Name: DAW i am-. yi&A-%j s.F. Its: S f y ejo Date: �'l`! m0;,r — City Clerk APPROVED AS TO FORM: By. Best est & Kric er LLP City Attorney Date: qX111 -...—.. 1/4 SEu..233 Th 1 Irl... .LLA NO, .O aS 2Tr. �GSY5S�.� f • AWA PARCEL 1 - 37.809 ACRES PARCEL 2 - 122.311 ACR PARCEL 3 - 40-885 ACRES 1090372.01/OC 371307-00001/8-29-16/rmj/sdb �2M FEET 7iCF l*moi WFw.,i�wrr r serer ■ Sonafr.ir as ; �+usvauen�a ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of Cy Qom: e„ ) _.. On 9, 1201 LL, before me, (2o PJ W(-->[ 1 , KIC)iary PLAD i c._. (insert name of notary) Notary Public, personally appeared l eA O' _ nc-Dn who proved to me on the basis of satisfactory evidence to be the personV whose name is subscribed to the within instrument and acknowledged to me that �fe soh executed the same in Gbm*be-ir authorized capacity(), and that by �r signature(4 on the instrument the personfgT, or the entity upon behalf of which the person(Vacted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature � � �G�a► (Seal) jC. NEWELL f ; Commission # 2096339 �� �, Notary Public - California Orange County r My Comm. Expires Jan 9. 2019 2016 All Capacity Acknowledgment A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA COUNTY OF LOS ANGELES CIVIL CODE, SECTION 1181, 1184 ) On September 21, 2016, before me, Adrian Garcia, CMC, Chief Deputy City Clerk of the City of Azusa, personally appeared Troy L. Butzlaff, City Manager of the City of Azusa, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. i certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and a, ictal seal- �r Signature of Officer Adrian Garcia, CMC Chief Deputy City Clerk City of Azusa The Canyon City—Gateway to the American Dream September 22, 2016 Los Angeles County Recorder Attn: Property Recording Division 12400 E. Imperial Hwy Norwalk, CA 90650 Gentlepersons: Certified Return Receipt Request 7013 0600 0000 4246 8445 I hereby request that the following document for the City of Azusa be recorded: OPERATING MEMORANDUM NO.2 Attached you will find the original Memorandum, and a copy; please stamp the copy and return it to our office in the self addressed stamped envelope provided for your convenience. Note that The City of Azusa is exempt from fees per Government Code Section 6103. Thank you for your continued cooperation. Si -ely, Jeffrey L. Cornejo City Clerk Enclosures as noted. /s/ Office of the City Clerk 213 E. Foothill Boulevard, Azusa, California, 91702 (626)812-5229 ♦ Fax (626)812-5155 ♦ jcornejo@ci.azusa.ca.us The Canyon City—Gateway to the American Dream Gj-p�. October 26, 2016 Los Angeles County Recorder Attn: Property Recording Division 12400 E. Imperial Hwy Norwalk, CA 90650 Dear Ms. Robles, Via Certified Return Receipt Request -� m-;5 o (� b poCgo q ZLf(P 8 q5a— Enclosed please find the agreement Operating Memorandum No. 2 that was returned to us with a notice stating that it was unrecorded for the following reason; Affix the Exhibit, attachment, or rider to the Agreement. It was not attached as stated The document has been corrected and being sent back to complete the recording process. Also enclosed is a copy of your cover sheet that will reference the document in question. Attached you will find an additional copy please stamp and return the copy to our office using the self- addressed stamped envelope provided. Feel free to contact Adrian Garcia Chief Deputy City Clerk, at (626) 812-5271, should you have any questions regarding this letter. Thank you for your continued cooperation. Sincerely, Sy via Bautista Deputy City Clerk I Enclosures as noted Office of the City Clerk 213 E. Foothill Boulevard, Azusa, California, 91702 (626)812-5200 Ext 5430♦ Fax (626)812-5155 ♦ sbautista@ci.azusa.ca.us