HomeMy WebLinkAboutD-1 Staff Report - Azusa RMC JPA dissolutionSCHEDULED ITEM
D-1
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
VIA: SERGIO GONZALEZ, CITY MANAGER
FROM: LUCY DEMIRJIAN, PROJECT MANAGER
DATE: MAY 1, 2023
SUBJECT: APPROVAL OF AGREEMENT OF DISSOLUTION FOR THE AZUSA-RMC JPA
AND APPROVAL OF CONVEYANCE OF PROPERTY TO THE WATERSHED
CONSERVATION AUTHORITY (WCA)
SUMMARY:
In December 2016, the Azusa-RMC JPA was formed and included the City of Azusa and the San
Gabriel and Lower Los Angeles and Mountains Conservancy (RMC). The Authority was created to
acquire, develop, maintain, manage, and operate approximately 201 acres of open space land in the
hillsides of north Azusa (a dedication of the “Rosedale” subdivision), and to retain title to said land as
permanent open space. Rosedale Land Partners (RLP) contributed an initial $50,000 to cover the
operational costs of the JPA. In July 2022, the City Council authorized an additional $15,000 to
replenish the JPAs Operating Budget. The Authority Board consists of 5 directors; 2 members selected
by the Azusa City Council, one chosen by the Azusa Planning Commission and 2 members selected by
the RMC Board.
On July 22, 2021, the Azusa-RMC JPA Board received a report recommending the dissolution of the
JPA, with a recommendation to transfer the subject property to the Watershed Conservation Authority
(WCA) and establish a Technical Advisory Committee. On July 5, 2022, the City of Azusa received a
Notice of Intent to Withdraw from the Azusa-RMC JPA. On July 18, 2022, the City Council was
presented with options for the subject property upon the dissolution of the JPA. The JPA Board met in
February 2023 to reconvene discussion of this item and unanimously recommended the disposition of
the property to the WCA.
On March 13, 2023, the RMC Board authorized the Executive Officer to negotiate the terms of a Joint
Powers Authority Dissolution Agreement with the City of Azusa
On April 24, 2023, the JPA Board approved the dissolution of the JPA and the grant deed for the
conveyance of the subject property, first back to the City, and ultimately to be deeded to the WCA.
Approved
City Council
May 1, 2023
Azusa-RMV JPA Dissolution
May 1, 2023
Page 2 of 3
RECOMMENDATION:
Staff recommends that the City Council take the following actions:
1) Accept the grant deed for the subject property; and
2) Approve the Azusa-RMC JPA dissolution agreement; and
3) Approve the conveyance of the subject property to the WCA for conservation purposes and
authorize the City Manager to prepare and execute all agreement(s) and deed(s) in a form
acceptable to the City Attorney, on behalf of the City.
NEXT STEPS:
Upon approval of the recommended actions, the fully executed dissolution agreement will be forwarded
to the Secretary of State to formally dissolve the JPA. Once the JPA is dissolved, the City will convey
the subject property to the WCA through a separate grant deed. The WCA Board is scheduled to meet
on June 15th to accept the deed and establish a Technical Advisory Committee (TAC) as detailed below.
ANALYSIS:
The JPA Board and City Council were presented with the option to transfer land to the WCA. With the
impending dissolution of the JPA, this action would transfer the liability, ongoing maintenance and
operations to a suitable organization whose mission is to connect communities with nature, increase
access to open space and recreational opportunities within the San Gabriel and Lower Los Angeles
Rivers Watersheds.
WCA was established in 2003 as a JPA. Member agencies include the San Gabriel and Lower Los
Angeles Rivers and Mountains Conservancy (RMC) and Los Angeles County Flood Control District.
WCA Governing Board is comprised of seven (7) voting members and 1 non-voting member. This
includes three (3) members appointed by the RMC, one (1) member representing four of the five Los
Angeles County Board of Supervisors Districts and a non-voting member representing the Los Angeles
County Public Works Department.
To alleviate concerns with the potential of losing control and/or oversight over the subject property, a
Technical Advisory Committee (TAC) would be created. The TAC will provide input and
recommendations to the WCA Board on matters involving the property. Members of the TAC will
include:
• Two (2) current members of the Azusa City Council
• Azusa City Manager or designee
• Two (2) staff members from the RMC
Azusa-RMV JPA Dissolution
May 1, 2023
Page 3 of 3
FISCAL IMPACT:
All costs associated with dissolution of the JPA, including recording of deed documents, will be paid
through JPA funds. Any remaining JPA funds will be reconciled prior to dissolution. There is no further
fiscal impact, including liability and maintenance responsibilities, with the transfer of this property to
the WCA for continued conservation of open space.
Prepared by: Reviewed and Approved by:
Lucy Demirjian Sergio Gonzalez
Project Manager City Manager
Fiscal Review by:
Talika M. Johnson
Director of Administrative Services
Attachments:
1) Grant Deed from Azusa-RMC JPA to City of Azusa
2) Dissolution Agreement
3) Grant Deed from Azusa to Watershed Conservation Authority
45635.01929\41102272.3
City of Azusa
213 E. Foothill Boulevard
Azusa, CA 91702
FREE RECORDING
This instrument is for the benefit of
the City of Azusa, and is
entitled to be recorded without fee.
(Govt. Code 6103)
(Space above this line reserved for Recorder’s use)
GRANT DEED
PROJECT: HILLSIDE OPEN SPACE DEDICATION AND MANAGEMENT – NORTH OF
ROSEDALE PROJECT
APN Nos.: 8625-001-050, 8625-001-054 and 8625-001-059; and portions of APN 8625-001-053,
8625-001-058 and 8625-001-060.
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the AZUSA-
RMC JOINT POWERS AUTHORITY, a public agency and joint powers authority, hereinafter
called “Grantor/Authority,” does hereby GRANT to the CITY OF AZUSA, a municipal
corporation in the State of California, hereinafter called “Grantee/City,”, for the real property
(“Property”) in the County of Los Angeles, State of California, described as:
See Exhibit “A” attached hereto and made a part hereof
This conveyance by Grantor is made pursuant to the terms of Section 7.4 of a Joint Exercise of
Powers Agreement which established Grantor/Authority as a public agency, dated December 7, 2016
and by this reference incorporated herein. The Member Agencies of Grantor/Authority have decided
to dissolve the Authority and City is now exercising the right of reverter under the Joint Powers
Agreement transferring real property back to City.
IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of the ____ day of _______,
2023.
Dated: __________________________ AZUSA-RMC JOINT POWERS AUTHORITY,
a public agency and joint powers authority
By: _________________________________
________________________
Executive Officer
ATTACH NOTARY ACKNOWLEDGEMENT BEHIND THIS PAGE
Attachment 1
45635.01929\41102272.3
EXHIBIT A
TO GRANT DEED
Legal Description and Map of Property
[APN Nos.: 8625-001-050, 8625-001-054 and 8625-001-059;
and portions of APN 8625-001-053, 8625-001-058 and 8625-001-060]
45635.01929\41102272.3
45635.01929\41102272.3
CERTIFICATE OF ACCEPTANCE OF
GRANT DEED
[APN Nos.: 8625-001-050, 8625-001-054 and 8625-001-059;
and portions of APN 8625-001-053, 8625-001-058 and 8625-001-060]
This is to certify that the real property conveyed by AZUSA-RMC JOINT POWERS
AUTHORITY, a public agency and joint powers authority, to the CITY OF AZUSA, a
municipal corporation in the State of California (Grantee), is hereby accepted by the undersigned
officer on behalf of the Grantee, pursuant to authority conferred by resolution of the City Council.
Dated: _________________________ CITY OF AZUSA, a municipal corporation in
the State of California
By: ___________________________________
Sergio Gonzalez
City Manager, City of Azusa
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AZUSA-RMC JOINT POWERS AUTHORITY
DISSOLUTION AGREEMENT
THIS DISSOLUTION AGREEMENT (“Agreement”) is made and entered into this first day of
May, 2023 by and between the CITY OF AZUSA, (hereinafter “The City”), a California municipal
corporation, and the SAN GABRIEL AND LOWER LOS ANGELES RIVERS AND
MOUNTAINS CONSERVANCY, (hereinafter “RMC”) a state agency organized within the
California Natural Resources Agency pursuant to California Public Resources Code (PCC § 32600
et seq.). For the purposes of this Agreement, the City and the RMC may be referred to collectively
by the capitalized term “Parties.” The capitalized term “Party” may refer to the City and RMC
interchangeably, as appropriate.
RECITALS
WHEREAS, the Parties entered into that certain Joint Powers Agreement dated December
7, 2016 (“JPA”), establishing the Azusa-RMC Joint Powers Authority, a joint powers authority
(“Authority”), pursuant to Chapter 5 of Division 7 of Title 1 of the California Government Code
section 6500, et seq.; and
WHEREAS, the Authority was created to acquire, develop, maintain, manage, and operate
the “Rosedale” subdivision, a dedication of approximately two hundred and one (201) acres of
open space land in the hillsides of north Azusa and either to retain title to said land as permanent
open space or to transfer said land to a non-profit conservancy organization for the same purpose,
but as of the date of this Agreement transfer has not begun; and
WHEREAS, Article 1.2 of the JPA provides that the Authority shall continue until the JPA
is terminated either by either party by complying with the withdrawal provisions of Article 7.3 and
upon the effective date of a Dissolution Agreement describing the rights and responsibilities of
termination between the Parties; and
WHEREAS, the Parties seek to terminate the JPA and dissolve the Authority with an
Effective Date of May 1, 2023, and consistent with the provision of Article 7 of the JPA, the
Parties desire to enter into this Agreement to authorize and consent to the termination of the JPA
and the dissolution of the Authority, and to provide for the distribution of the Authority’s assets.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, the Parties agree as follows:
ARTICLE I
TERMINATION OF THE JPA AND DISSOLUTION OF THE AUTHORITY
1.1 Dissolution of the Authority. The Parties agree to dissolve the Authority effective as of the
date of the Authority has both satisfied all outstanding debts and liabilities and distributed
the remaining Authority assets as provided herein (“Effective Date”). After the Effective
Date, the Parties agree not to do any further business or to incur any further obligations on
behalf of the Authority, except as deemed necessary to (i) complete any remaining
Attachment 2
2
distribution of Authority assets; (ii) complete the winding up of unfinished business; or
(iii) carry out liquidating of the affairs of the Authority.
1.2 Termination of the JPA. Pursuant to Article 7.3 of the JPA, the Parties agree to terminate
the JPA as of the Effective Date. The Parties acknowledge and agree that as of the Effective
Date the JPA shall of no further force and effect.
1.3 Winding-up. The Parties authorize the Authority’s Executive Officer to oversee the wind-
up the affairs of the Authority, including:
a) Payment of all known outstanding debts and liabilities and all costs, and payment
of all other expenses associated with the dissolution of the Authority;
b) Distribution of the remaining Authority assets as set forth in Section 4, below;
c) Preparation of a final audit report of the Authority’s accounts and records to be
submitted to the Parties upon completion of the dissolution process;
d) Filing of an Amendment of a Joint Powers Agreement Form and Statement of Facts
– Roster of Public Agencies with the office of the California Secretary of State; and
e) Any and all other actions or tasks determined reasonably necessary or appropriate
to wind-up the affairs of the Authority and complete the dissolution process.
1.4 Distribution of Assets. Consistent with the JPA, the Parties agree that the assets remaining
after all of the Authority’s debts and liabilities have been fully discharged shall be as
follows:
a) All interests in real property or land use rights contributed shall be deeded solely to
the City of Azusa; and
b) All remaining seed funds from the Rosedale developers, as part of the Development
Agreement, shall be transferred to the City of Azusa.
c) All remaining cash balances from the Azusa-RMC JPA account shall be transferred
to the City of Azusa.
d) Authority will deliver to the City of Azusa all plans, documents, digital files, GIS,
grant proposals and other related documents for the Azusa-RMC JPA no later
than 30 days from the Effective Date.
3
ARTICLE II
RELEASE
2.1 Release. Upon the Effective Date, the Parties hereby release and discharge each other, each
of their respective assigns and successors and each of their directors, officers, employees
and agents, from any and all claims, actions, debts, liabilities, demands, obligations,
promises, acts, agreements, costs and expenses (including, without limitation, court costs
and attorneys’ fees), damages, and causes of action of whatever kind or nature, whether
known or unknown, suspected or unsuspected, arising, or accruing before the Effective
Date, based on, arising out of, or in connection with (i) the operation of the Authority since
its inception, including, without limitation, the ownership, management, development and
disposition of its assets, and (ii) the breach of any representation, warranty or covenant in
the JPA dated December 7, 2016, and all matters directly or indirectly claimed or alleged
between the Parties in connection therewith or in any way related thereto.
2.2 The Parties agree and acknowledge that the release contained in Article II of this
Agreement applies to both known and unknown claims and agree to waive the benefits of
California Civil Code §1542, which states as follows:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE
TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
The Parties agree and represent that they may hereafter discover facts different from or in
addition to those they now know or believe to be true in respect to the claims, demands,
debts, liabilities, accounts, actions or causes of action herein released, and hereby agree
that these releases shall be and remain in effect in all respects as complete, general and full
releases as to the matters released, notwithstanding any such different or additional facts,
unless such facts were negligently or intentionally misrepresented by any Party.
ARTICLE III
MISCELLANEOUS
3.1 Assignment. No Party shall assign this Agreement to any other person or entity, in whole
or in part, without the express written consent of all other Parties.
3.2 Waiver. No waiver of any of the provisions of this Agreement shall be deemed, or shall
constitute, a waiver of any other provision, whether or not similar, nor shall any waiver
constitute a continuing waiver. No waiver shall be binding unless executed in writing by
the party making the waiver.
3.3 Notices. Any notice or other communication required or permitted to be given under this
Agreement shall be directed to the Parties at their respective addresses shown below, or
such other address as either party may, from time to time, specify in writing for this
purpose:
4
if to City: City of Azusa
ATTN: City Manager
213 E. Foothill Boulevard
Azusa, CA 91702
with a copy to: Best Best & Krieger LLP
ATTN: Azusa City Attorney
18101 Von Karman Avenue, Suite 1000
Irvine, CA 92612
if to RMC: San Gabriel & Lower Los Angeles Rivers and
Mountains Conservancy
ATTN: Executive Officer
100 N. Old San Gabriel Canyon Road
Azusa, CA 91702
with a copy to: Department of Justice
Office of the Attorney General
ATTN: RMC Deputy Attorney General
300 South Spring Street, Suite 1702
Los Angeles, CA 90013
3.4 Entire Agreement. This Agreement constitutes the entire agreement between the Parties
pertaining to the subject matter contained herein and supersedes all prior or
contemporaneous oral or written agreements, representations, statements, documents, or
understandings of the Parties.
3.5 Amendment. No supplement, modification, or amendment of this Agreement shall be
binding unless executed in writing by all Parties.
3.6 Governing Law and Venue. This Agreement shall be construed in accordance with, and
governed by, the laws of the State of California. Without exception any action or litigation
proceeding brought by any Party in which this Agreement is subject, the venue shall be the
Los Angeles County Superior Court of the State of California. If applicable law requires
that all or part of any such litigation be tried in federal court, venue, without exception,
shall be the Central District of California located in the City of Los Angeles, California.
3.7 Effect of Headings. The headings of the paragraphs of this Agreement are included for
purposes of convenience only, and shall not affect the construction or interpretation of any
of its provisions.
3.8 Invalidity. Any provision of this Agreement which is invalid, void, or illegal, shall not
affect, impair, or invalidate any other provision of this Agreement, and such other
provisions of this Agreement shall remain in full force and effect.
5
3.9 Counterparts. This Agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
3.10 Further Assurances. Each Party agrees to execute, acknowledge, and deliver such further
instruments as may be necessary or desirable to accomplish the intent and purpose of this
Agreement, provided that the Party requesting such further action shall bear all costs and
expenses related thereto.
3.11 Severability. Any provision of this Agreement which is determined by a court of competent
jurisdiction to be invalid or unenforceable shall be invalid or unenforceable only to the
extent of such determination, which shall not invalidate or otherwise render ineffective any
other provision of this Agreement.
(SIGNATURES ON NEXT PAGE)
6
IN WITNESS WHEREOF, the Parties have entered into and executed this Agreement on the day
and year indicated hereinafter.
CITY OF AZUSA SAN GABRIEL AND LOWER LOS ANGELES
RIVERS AND MOUNTAINS CONSERVANCY
By:_______________________________ By:_______________________________
Its:________________________________ Its:________________________________
Dated:_____________________________ Dated:_____________________________
ATTEST ATTEST
By:_______________________________ By:_______________________________
Dated:_____________________________ Dated:_____________________________
APPROVED AS TO FORM APPROVED AS TO FORM
By:_______________________________ By:_______________________________
Dated:_____________________________ Dated:_____________________________
City of Azusa
213 E. Foothill Boulevard
Azusa, CA 91702
FREE RECORDING
This instrument is for the benefit of
the City of Azusa, and is
entitled to be recorded without fee.
(Govt. Code 6103)
(Space above this line reserved for Recorder’s use)
GRANT DEED
PROJECT: HILLSIDE OPEN SPACE DEDICATION AND MANAGEMENT – NORTH OF
ROSEDALE PROJECT
APN Nos.: 8625-001-050, 8625-001-054 and 8625-001-059; and portions of APN 8625-001-053, 8625-001-
058 and 8625-001-060.
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the CITY OF
AZUSA, a California municipal corporation, hereinafter called “Grantor,” does hereby GRANT
to the WATERSHED CONSERVATION AUTHORITY, a public agency and joint powers
authority, hereinafter called “Grantee., the real property (“Property”) in the County of Los Angeles,
State of California, described as:
See Exhibit “A” attached hereto and made a part hereof
This conveyance by Grantor is made subject to the requirement that Grantee shall use the property
solely to provide open space, low impact recreational and educational uses, water conservation,
water shed improvement and wildlife inhabit restoration, in furtherance of those purposes set forth in
Section 32602 of the California Public Resources Code. Consistent with these purposes, Grantee
shall except all these responsibilities of ownership, including but not limited to, managing
monitoring and maintaining the property consistent with the requirements above.
Grantor shall have a Right of Reverter in the Property if, at any time:
1.) Grantee fails to use and manage the Property in accordance with the requirements and purposes
described above; or
2.) Grantee should dissolve or otherwise cease to exist, whether voluntarily or involuntarily; or
3.) Grantee attempts to sell, exchange, convey or otherwise transfer the Property to a third party, or
attempts to pledge, mortgage, hypothecate or re-zone the Property without Grantor’s express written
consent.
Attachment 3
Grantor’s right of reverter shall continue in perpetuity and shall not expire.
Grantee shall not record any instrument against the Property or pledge the Property as collateral for
any loan or bond without the express written consent of Grantor.
IN WITNESS WHEREOF, Grantor has executed this Grant Deed as of the ____ day of _______,
2023.
Dated: _________________________ CITY OF AZUSA,
a California municipal corporation
By: ___________________________________
Sergio Gonzalez
City Manager
ATTACH NOTARY ACKNOWLEDGEMENT BEHIND THIS PAGE
EXHIBIT A
TO GRANT DEED
Legal Description and Map of Property
[APN Nos.: 8625-001-050, 8625-001-054 and 8625-001-059;
and portions of APN 8625-001-053, 8625-001-058 and 8625-001-060]
CERTIFICATE OF ACCEPTANCE OF
GRANT DEED
[APN Nos.: 8625-001-050, 8625-001-054 and 8625-001-059;
and portions of APN 8625-001-053, 8625-001-058 and 8625-001-060]
This is to certify that the real property conveyed by CITY OF AZUSA, a California municipal
corporation, on the Grant Deed dated _______________, 2023, to the WATERSHED
CONSERVATION AUTHORITY, a public agency and joint powers authority (Grantee), is
hereby accepted by the undersigned officer on behalf of the Grantee, pursuant to authority conferred by
resolution of the Board of Directors.
Dated: __________________________ WATERSHED CONSERVATION AUTHORITY, a
public agency and joint powers authority
By: _________________________________
Its: _________________________________