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Home My WebLink About2011 01 25NOTICE AND CALL OF A SPECIAL MEETING OF THE CITY COUNCIL COMMUNITY DEVELOPMENT COMMISSION TO THE MEMBERS OF THE AFOREMENTIONED AGENCIES AND THE CITY CLERK OF THE CITY OF BALDWIN PARK NOTICE IS HEREBY GIVEN that a Special Meeting is hereby called to be held on TUESDAY, JANUARY 25, 2011 at 6:30P.M. at City Hall — 3rd Floor Conference Room 307, 14403 East Pacific Avenue, Baldwin Park, CA 91706. Said Special Meeting shall be for the purpose of conducting business in accordance with the attached Agenda. NO OTHER BUSINESS WILL BE DISCUSSED Dated: January 24, 2011 at 5:45 p.m. Manuel Lozano Mayor AFFIDAVIT OF POSTING I, Laura M. Nieto, Deputy City Clerk of the City of Baldwin Park, certify that I caused the aforementioned Notice and Call of a Special Meeting to be delivered via email (hard copy to follow) to each Member and to the San Gabriel Valley Tribune, and that I posted said notice as required by law on January 24, 2011 at 5:45 p.m. Laura M. Nieto, CMC Deputy City Clerk AGENDA BALDWI N PARK CITY COUNCIL COMMUNITY DEVELOPMENT COMMISSIO SPECIAL MEETING January 25, 2011 6:30P.M. CITY HALL — 3rd Floor, Conference Room 307 14403 EAST PACIFIC AVENUE BALDWIN PARK, CA 91706 (626) 960 -4011 :M 0 PIT■►110 ■ P- A- R- K (P lea s e note meeting location Manuel Lozano - Mayor /Chair Marlen Garcia - Mayor Pro TemNice Chair Monica Garcia - Council Member /Member Ricardo Pacheco - Council Member /Member Susan Rubio - Council Member /Member PLEASE TURN OFF CELL PHONES AND PAGERS WHILE MEETING IS IN PROCESS POR FAVOR DE APAGAR SUS TELEFONOS CEL ULARES Y BEEPERS DURANTE LA JUNTA PUBLIC COMMENTS The public is encouraged to address the City Council or any of its Agencies listed on this agenda on any matter posted on the agenda or on any other matter within its jurisdiction. If you wish to address the City Council or any of its Agencies, you may do so during the PUBLIC COMMUNICATIONS period noted on the agenda. Each person is allowed three (3) minutes speaking time. A Spanish- speaking interpreter is available for your convenience. COMENTARIOS DEL PUBLICO Se invita al publico a dirigirse al Concilio o cualquiera otra de sus Agencias nombradas en esta agenda, para hablar sobre cualquier asunto publicado en la agenda o cualquier tema que este bajo su jurisdiccion. Si usted desea la oportunidad de dirigirse al Concilio o alguna de sus Agencias, podra hacerlo durante el periodo de Comentarios del Publico (Public Communications) anunciado en la agenda. A cada persona se le permite hablar por tres (3) minutos. Hay un interprete para su conveniencia. CALL TO ORDER ROLL CALL: CITY COUNCIL COMMUNITY DEVELOPMENT COMMISSION SPECIAL MEETING — 6:30 P.M. CounciImembers /Members: Monica Garcia, Ricardo Pacheco, Susan Rubio, Mayor Pro Tem/Vice Chair Marlen Garcia and Mayor /Chair Manuel Lozano PUBLIC COMMUNICATIONS Three (3) minute speaking time limit Tres (3) minutos sera el limite para hablar THIS IS THE TIME SET ASIDE TO ADDRESS THE CITY COUNCIL PLEASE NOTIFY THE CITY CLERK IF YOU REQUIRE THE SERVICES OF AN INTERPRETER No action may be taken on a matter unless it is listed on the agenda, or unless certain emergency or special circumstances exist. The legislative body or its staff may: 1) Briefly respond to statements made or questions asked by persons; or 2) Direct staff to investigate and /or schedule matters for consideration at a future meeting. [Government Code §54954.2] ESTE ES EL PERIODO DESIGNADO PARA DIRIGIRSE AL CONCILIO FAVOR DE NOTIFICAR A LA SECRETARIA SI REQUIERE LOS SERVICIOS DEL INTERPRETE No se podra tomar accion en alg(in asunto a menos que sea incluido en la agenda, o a menos que exista alg(Ina emergencia o circunstancia especial. El cuerpo legislativo y su personal podran: 1) Responder brevemente a declaraciones o preguntas hechas por personas; o 2) Dirigir personal a investigar y/o fijar asuntos para tomar en consideracion en juntas proximas. [Codigo de Gobierno §54954.2] RECESS TO CLOSED SESSION OF THE CITY COUNCIL AND COMMUNITY DEVELOPMENT COMMISSION 1. CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION (GC §54956.9) Initiation of litigation pursuant to subdivision (c) of Section 54956.9 Number of Cases: One (1) RECONVENE IN OPEN SESSION REPORT FROM CLOSED SESSION REPORTS OF OFFICERS 2. PURCHASE /SALE OF CITY -OWNED PARCELS AND PARKING EASEMENT BY /TO THE BALDWIN PARK COMMUNITY DEVELOPMENT COMMISSION FOR LOW- AND MODERATE- INCOME HOUSING Staff recommends City Council 1) authorize the Mayor to execute the sale /purchase agreement and parking easement agreement on behalf of the City for the CDC's acquisition of the parcels listed in the report for affordable housing development purposes and the parking easement; 2) Authorize the Executive Director to purchase the parcels as listed in this report and execute the sale /purchase agreements and parking easement agreement with the City of Baldwin Park for the acquisition of the parcels and parking easement and pay $5,009,332 to the City of Baldwin Park from the LMIHTF for affordable housing development purposes and the parking easement and 3) authorize the Finance Director to set aside the amount of $5,009,332 in a separate fund restricted for future development or redevelopment of the community. 3. TRANSFER OF PARCELS OWNED BY THE COMMUNITY DEVELOPMENT COMMISSION WITHIN THE SIERRA VISTA AND CENTRAL BUSINESS DISTRICT AREAS AS ASSETS OF THE COMMISSION'S NON - HOUSING FUND TO BECOME ASSETS OF THE COMMISSION'S LOW AND MODERATE INCOME HOUSING FUNDS Staff recommends Commission authorize the CDC Treasurer and Executive Director to make the necessary changes to the CDC's accounts and budget to reflect the transfer of the real property, described above, as assets of the CDC's non - housing fund to be assets of the CDC's LMIHTF and transferring $1,188,300 from the CDC's LMIHTF to the CDC's non - housing fund to reflect that asset transfer. 4. OUTSTANDING LOANS FROM THE COMMUNITY DEVELOPMENT COMMISSION TO THE CITY OF BALDWIN PARK Staff recommends City Council & Commission begin the payment of all outstanding loans from available tax increment at the end of each fiscal year, after payment of bonded and other superior indebtedness, and waive further reading, read by title only and adopt Resolution No. 461, entitled, "A RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF BALDWIN PARK, STATE OF CALIFORNIA, REAFFIRMING THE OUTSTANDING LOAN IN THE AMOUNT OF $20,615,588 FROM THE CITY OF BALDWIN PARK FOR ADMINISTRATIVE EXPENSES." 5. REPAYMENT OF AMOUNTS OWED BY THE COMMUNITY DEVELOPMENT COMMISSION'S LOW- AND MODERATE - INCOME HOUSING FUND Staff recommends City Council & Commission 1) repay a portion of the amounts owed as discussed in the staff report and 2) authorize the Finance Director to set aside the amount of $3,399,0011 in a separate fund restricted for future development or redevelopment of the community. 6. REPAYMENT OF AMOUNTS OWED BY THE COMMUNITY DEVELOPMENT COMMISSION TO THE CITY FOR ADMINISTRATIVE LOANS Staff recommends City Council & Commission 1) repay a portion of the amounts owed as discussed in the staff report and 2) authorize the Finance Director to set aside the amount of $4,346,884 in a separate fund restricted for future development or redevelopment of the community. ADJOURNMENT CERTIFICATION I, Laura M. Nieto, Deputy City Clerk of the City of Baldwin Park hereby certify under penalty of perjury under the laws of the State of California that the foregoing agenda was posted on the City Hall bulletin board not less than 24 hours prior to the meeting. January 24, 2011 at 5:45 p.m. Laura M. Nieto, CIVIC Deputy City Clerk 1 BALDWIN P . A • R • K TO: FROM: DATE: CITY OF BALDWIN PARK COMMUNITY DEVELOPMENT COMMISSION Honorable Mayor and Members of the City Council Honorable Chair and Members of the Vijay Singhal, Chief Executive Officer January 25, 2011 4 7M STAFF REPORT SUBJECT: Purchase /Sale of City -Owned Parcels and Parking Easement bylto the Baldwin Park Community Development Commission for Low - and Moderate - Income Housing PURPOSE The purpose of this report is for the City Council to consider selling specific City -owned parcels and a parking easement to the Community Development Commission of the City of Baldwin Park (CDC), with payment from the CDC's Low- and Moderate - Income Housing Trust Fund (LMIHTF), for the purposes of developing affordable housing units. BACKGROUND There are a few City- and CDC -owned parcels that have potential for development throughout the City of Baldwin Park. Throughout the years, City staff has made significant efforts to develop certain of those City- and CDC -owned parcels; however, due to their irregular shape, size, location, and market conditions, development of those parcels has not taken place. Staff believes sale of some of those City -owned parcels to the CDC will allow those properties to be developed as affordable housing/mixed-use developments. DISCUSSION The CDC continues to meet its requirements for affordable housing development, in accordance with its 5 -Year Redevelopment and Housing Implementation Plan and as required by law. In order to assist with the development of underutilized City -owned parcels and to continue to meet or exceed affordable housing requirements, the City proposes to sell specific City - owned parcels to the CDC with payment from the CDC's LMIHTF. City -Owned Parcels January 25, 2011 Page 2of3 The following is a list of parcels being considered: 1. APN 8644- 020 -901: 30,670 square feet (0.70 acre) parcel currently used as public parking located at the rear of retail uses, along Maine Avenue and Ramona Boulevard in the Downtown. 2. APN 8437 -013 -905: 64,940 square feet (1.49 acre) parcel with an old brick building formerly used as part of the Red Car system. Remainder of parcel is utilized as the Park N Ride. 3. APN 8554 - 001 - 901,904,907: 22,500 square feet (0.52 acre) consisting of 3 adjacent parcels along Ramona Boulevard, north of City Hall area, currently used for Police Department parking. 4. APN 8554 -001 -910: 7,200 square feet (0.17 acre) Property is unimproved, and is located on Maine Avenue south of Ramona Boulevard, adjacent to City Hall. 5. APN 8553- 011 -901: Approx. 28,370 square feet (.65 acre) City owned parcels are partially unimproved, used as public parking area and at Maine Avenue, Pacific Avenue and Sterling Way. The total area for the above parcels is approximately 153,644 square feet (3.53 acres). All of parcels are located within or immediately adjacent to the community 's downtown. bidgard Associates prepared an appraisal (dated November 19, 2010) of the City -owned Park -N -Ride property, also adjacent to the downtown area, showing a value of $1,950,000, which is approximately $30 per square foot. Staff is using that appraisal to determine the aggregate value for the subject parcels as shown below: Subject Cllty1CDC -Owned Parcels (153,644 Square Peet @ $30) = $4,609,332 In addition to the purchase of those City -owned parcels, Staff is also proposing the CDC, again through use of its LMIHTF, acquire an easement from the City for at least 25 parking spaces in the proposed parking structure to be built at the Civic Center. Staff has determined there is not enough room to develop affordable units with sufficient and required parking at APN 8554 -001 -901, 904, 907, the third parcels listed above. Acquisition of the parking easement will allow for development of parking for those affordable units, as well as improve the marketability of those affordable housing units. Value of the easement is estimated at $16,000 per parking space, which is the estimated construction cost, for a total value of $400,000. Total acquisition cost for the land and the parking easement is $5,009,332. Attached are the purchase agreement and parking easement agreement for the proposed sale of City -owned parcels and parking spaces to the CDC. Staff is also recommending the funds received by the City be set -aside in a separate fund City -Owned Parcels January 25, 2011 Page 3 of 3 to be used for community development or redevelopment purposes only. FISCAL IMPACT There is no negative impact to the City's General Fund. There are sufficient funds within the CDC's LMIHTF for the proposed acquisition of the subject City -owned parcels and parking easement. As the Council and Board Members are aware, in his proposed budget the Governor is recommending the elimination of redevelopment agencies. It is believed the Legislature is working on some sort of urgency legislation, which may prevent the redevelopment agencies from taking actions to protect their assets. We do not know if any legislative changes would be implemented and if they are what they maybe. However, staff believes, as do many agencies throughout the State and the California Redevelopment Association, taking appropriate actions immediately to protect the local community's assets against any adverse action the State may implement is important. Staff further believes the California voters have agreed such protections should be implemented through the passage of Propositions 1A and 22. RECOMMENDATION Staff recommends the City Council: 1. Authorize the Mayor to execute the sale/purchase agreement and parking easement agreement on behalf of the City for the CDC's acquisition of the parcels listed in this report for affordable housing development purposes and the parking easement. 2. Authorize the Executive Director to purchase the parcels as listed in this report and execute the sale/purchase agreements and parking easement agreement with the City of Baldwin Park for the acquisition of the parcels and parking easement and pay $5,009,332 to the City of Baldwin Park from the LMIHTF for affordable housing development purposes and the parking easement. 3. Authorize the Finance Director to set aside the amount of $5,009,332 in a separate fund restricted for future development or redevelopment of the community. ATTACHMENT: Attachment #1 - Assessor Parcel Maps for City -Owned Parcels Attachment #2 - Purchase Agreement and Parking Easement Agreement Attachment #1 Assessor Parcel Maps for City -Owned Parcels 0 W (1 o LO �O m u NN at0l� 61'CZ r4 6t. � OZ! � s os a a 2 Li to 801 �Z o Obi ^ t ®C V 1..1_.1 � 4 N. 67 o 0 ao nl rn ois LO N NV'-)d OW F- I h o� z w `l lO aO N (D Vl D s U� I 0-9 N 7 4 u. 0 W (1 o LO �O m u NN at0l� 61'CZ r4 6t. � OZ! � s os a a 2 Li to 801 �Z o Obi ^ t ®C V 1..1_.1 � 4 N. 67 o 0 ao nl rn ois LO N NV'-)d OW F- I h o� z w U� I 0-9 Q u 0, 0 z { 0 f� V 0 N { 1n O W YF Vi w' N `e UN O- z w I 0-9 0, 0 z { 0 f� V 0 N { 1n O W YF Vi w' N `e UN O- O v�x*- p4� 1R. f'7U O OV O� a o� �44 StesYZ 9SY X3d 30V.5 f�r I�` 4Cc0� lwY fmwT MWmIt"E" J3 37[3d OLH 1 11� Fwd" 13 ZOS i5 Q1 V93P3%37 St0[i534131MWO4" i y1� F 23l SSe98H R li 6Y i0+`eYN� j j I J�� lik 1 i�l -ti 4 a. oleo, l OL In � Y � of E � LG[ cA Q 1+ d ON � CL ovs 59 slam 1 � 1 Q.. l Q 1 D m 0 N O a� W � o NN N (V N 2 N W n Fq M OD T � \ n[ 1 � 4 Z 1 � p s9 �Yfj} 0 Ltlt� 1a 9AV I JNINMOQ "l i 0 8 �2 e w 0 ENV K 5� d. Lo jNK =V p` i ��XOO Cy plb nS OPy O��AOjgn V O � Noq z J w _ V N rn w � zr �t �m hi n eta �� iY oz sa ter. vo •�.G3Cf gl Z N� ,ry x o _ O � 00 `f) ON LLJ z N L.1 tf � LJ• � O y VI Q N n I L CL NO omNI/ to b �iJ O � o lJ w 0 0 d. l� Lo 00 w y a U�O k�U u0 OU Nq� n o� Zgv �aa 0 z u N M 0 IO 0 0 :o 0 o� N o m W O N Ol lnti J O O W N PS o[mm is ZZ ch D S 4 m i tk`' n w ezc'o s AAV 3N{b'W 3•�E.EtaU S co O �p5a -14 a �Ili1 s�i!'la O n ti[e1 tz i m O 4 Vii/ OIL, o \J o D- N CN Ax IM CQ _ t `d is cL'8 Oa 'ry � rrnn N NSY ^�CD- St \�09 r \ CO v Lo Lo 00 Qy P� �tl rc a �zo qqc aOQ J Attachment #2 Purchase Agreement and Parking Easement Agreement PURCHASE AND SALE AGREEMENT by and between The City of Baldwin Park and Community Development Commission of the City of Baldwin Park 1 of 12 THIS PURCHASE AGREEMENT FOR REAL PROPERTY ( "Agreement ") is entered into by and between the CITY OF BALDWIN PARK, a municipal corporation (hereinafter called "City ") and the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF BALDWIN PARK, a public body, corporate and politic (hereinafter called "CDC "), for the purchase by CDC of certain real property as hereinafter set forth. RECITALS A. City is the owner of certain real property generally described as five (5) parcels of a combined size of approximately 3.53 acres (legally described in Exhibit A attached hereto and incorporated herein by this reference as though set forth in full) (the "Property ") as well as twenty -five (25) parking spaces in the to be provided in the parking structure City will be constructing behind City Hall (the "Parking Spaces "). B. The Property is currently excess land City and CDC desire to be used for affordable housing. The Parking Spaces are needed for the affordable housing to be developed on Parcels with APN 8554 -001 -901, 904, 907. C. City desires to sell and CDC desires to buy the Property and use of the Parking Spaces pursuant to the terms, provisions and conditions herein. I. SUBJECT OF THIS AGREEMENT FOR GOOD AND VALUABLE CONSIDERATION, the receipt and adequacy of which are acknowledged, City and CDC hereby agree as follows: A. Purpose of this A rg eement City agrees to sell and CDC agrees to purchase the Property and use of the Parking Spaces and (i) all rights appurtenant thereto, (ii) all improvements on and to the Property (iii) all sewer and utility rights allocated to the Property, (iv) all right, title, and interest of City in and to any roads, streets and ways, public or private, serving the Property, (v) appurtenances to the Property and (vi) all rights and entitlements to development of the Property granted by governmental or quasi - governmental bodies or entities having jurisdiction or authority over the Property. B. The Property The Property consists of Parcel 1 which is approximately thirty thousand six hundred and seventy (30,670) square feet, Parcel 2 which is approximately sixty four thousand nine hundred and forty (64,940) square feet, Parcel 3 which is approximately twenty two thousand five hundred (22,500) square feet, Parcel 4 which is approximately seven thousand two hundred (7,200) square feet, Parcel 5 which is approximately 28,370 square feet (28,370) square feet, all as further described on Exhibit A. C. Parties to this Agreement 2of12 I. City City is a municipal corporation. The principal office of City is located at 14403 East Pacific Avenue, Baldwin Park, CA 91706. "City" as used in this Agreement, includes City, and any assignee of or successor to the rights, powers and responsibilities of City. 2. CDC CDC is a public body, corporate and politic. The principal office of CDC is located at 14403 East Pacific Avenue, Baldwin Park, CA 91706. "CDC" as used in this Agreement, includes CDC, and any assignee of or successor to the rights, powers and responsibilities of CDC. H. AGREEMENT TO SELL AND PURCHASE in accordance with, subject to, and conditioned on all terms, covenants, and conditions of this Agreement, CDC agrees to sell the Property to the City and the City agrees to acquire the Property from CDC for the consideration set forth herein. A. Purchase Price City's purchase price for the Property shall be Nine Hundred Twenty Thousand One Hundred Dollars ($920,100.00) for Parcel 1, One Million Nine Hundred Forty Seven Thousand One Hundred Thirty Two Dollars ($1,947,132.00) for Parcel 2, Six Hundred Seventy Five Thousand Dollars ($675,000.00) for Parcel 3, Two Hundred Sixteen Thousand Dollars ($216,000.00) for Parcel 4, Eight Hundred Fifty One Thousand One Hundred Dollars ($851,100.00) for Parcel 5, and Four Hundred Thousand Dollars ($400,000.00) for use of the Parking Spaces (the "Purchase Price). The City shall pay the Purchase Price to the CDC at the time and in the manner and form set forth herein. B. Payment of the Purchase Price City shall pay the Purchase Price within one business day of CDC's receipt of proof of City's recordation of the Grant Deeds (as defined below) conveying the Property to CDC and the Easement Deed (as defined below) conveying an easement for CDC's use of the Parking Spaces. III. CONVEYANCE A. Transfer of Propmty Property In accordance with and subject to all the terms, covenants and conditions of this Agreement, CDC agrees to convey Property to City, and City agrees to accept Property from CDC. 3of12 B. Form of Grant Deeds and Easement Deed City shall convey to CDC title to the Property, in the condition of title provided in Subsection C., below, by individual grant deeds conforming in form and substance to the form attached hereto and incorporated herein as Exhibit B (the "Grant Deeds "). City shall convey to CDC an easement for use of the Parking Spaces (the "Easement ") by an easement deed conforming in form and substance to the form attached hereto and incorporated herein as Exhibit C (the "Easement Deed "). C. Condition of Title City shall convey to CDC the Easement and fee simple title to Property free and clear of all recorded liens, encumbrances, assessments, easements, leases and taxes, subject to (a) those as set forth in this Agreement and included in the Grant Deed; (b) those exceptions identified in Title Preliminary Report dated , Order No. ; and (c) those which are otherwise consistent with this Agreement. Title to the Property shall be subject to the exclusion therefrom (to the extent now or hereafter validly excepted and reserved by the parties named in deeds, leases and other documents of record) of all oil, gas, hydrocarbon substances and minerals of every kind and character lying more than five hundred (500) feet below the surface, together with the right to drill into, through, and to use and occupy all parts of Property lying more than five hundred (500) feet below the surface thereof for any and all purposes incidental to the exploration for and production of oil, gas, hydrocarbon substances or minerals from the Property, to the extent not owned by City, but without, however, any right to enter upon, use or disturb either the surface of the Property or any portion thereof within five hundred (500) feet of the surface for any purpose or purposes whatsoever. All references to conveyance of title in this Agreement shall also mean delivery ofpossession as referred to in this Subsection as the context may require. D. Time for and Place of Delivery of the Grant Deeds and Easement Deed Subject to any mutually agreed upon extension of tune, City and CDC shall sign the Grant Deeds and Easement Deed, within five (5) business days after this Agreement is singed and City shall provide proof of recordation of the Grant Deeds and Easement Deed within five (5) business days after they are signed. E. Recordation of the Grant Deeds City shall file the Grant Deeds for recordation among the land records in the Office of the County Recorder for Los Angeles County. F. Title Insurance. Concurrent with the recordation of the Grant Deeds, a title insurance company satisfactory to CDC and City ( "Title Co. ") shall provide and deliver to City an ALTA title insurance policy issued by the Title Co. insuring that title to the Property is vested in City in the condition required by this Agreement. The Title Co. shall provide City with a copy of the title insurance policy. The title insurance policy shall be in the amount of the Purchase Price. CDC shall pay for all premiums, including those for arty extended coverage or special endorsements. 4of12 G. Taxes and Assessments. All ad valorem taxes and assessments levied, assessed or imposed for any period prior to conveyance of title to the Property shall be paid by City. H. Occupants of Pro ert . City agrees title to the Property shall be conveyed free of any possession or right of possession. 1. Condition of the Property, Hazardous Substance Disclosure Release and Indemnity. The Property shall be delivered from City to CDC in an "as is" condition. City represents to the best of its actual knowledge, the Property does not currently contain any Hazardous Substances. CDC shall be solely responsible for all necessary testing of the Property for hazardous materials pursuant to all applicable laws, statutes, rules and regulations. For purposes of this Agreement, "hazardous materials" shall mean asbestos; polychlorinated biphenyls (whether or not highly chlorinated); radon gas; radioactive materials; explosives; chemicals known to cause cancer or reproductive toxicity; hazardous waste, toxic substances or related materials; petroleum and petroleum product, including, but not limited to, gasoline and diesel fuel; those substances defined as a "Hazardous Substance ", as defined by Section 9601 of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. 9601, et seq., or as "Hazardous Waste" as defined by Section 6903 of the Resource Conservation and Recovery Act, 42 U.S.C. 6901, et seq.; an "Extremely Hazardous Waste," a" "Hazardous Waste" or a "Restricted Hazardous Waste," as defined by The Hazardous Waste Control Law under Section 25115, 25117 or 25122.7 of the California Health and Safety Code, or is listed or identified pursuant to Section 25140 of the California Health and Safety Code; a "Hazardous Material ", "Hazardous Substance," "Hazardous Waste" or "Toxic Air Contaminant" as defined by the California Hazardous Substance Account Act, laws pertaining to the underground storage of hazardous substances, hazardous materials release response plans, or the California Clean Air Act under Sections 25316, 25281, 25501, 25501.1 or 39655 of the California Health and Safety Code; "Oil" or a "Hazardous Substance" listed or identified pursuant to 311 of the Federal Water Pollution Control Act, 33 U.S.C. 1321; a "Hazardous Waste," "Extremely Hazardous Waste" or an "Acutely Hazardous Waste" listed or defined pursuant to Chapter 11 of Title 22 of the California Code of Regulations Sections 66261.1 - 66261.126; chemicals listed by the State of California under Proposition 65 Safe Drinking Water and Toxic Enforcement Act of 1986 as a chemical known by the State to cause cancer or reproductive toxicity pursuant to Section 25249.8 of the California Health and Safety Code; a material which due to its characteristics or interaction with one or more other substances, chemical compounds, or mixtures, materially damages or threatens to materially damage, health, safety, or the environment, or is required by any law or public CDC to be remediated, including remediation which such law or government CDC requires in order for the property to be put to the purpose proposed by this Agreement; any material whose presence would require remediation pursuant to the guidelines set forth in the State of California Leaking Underground Fuel Tank Field Manual, whether or not the presence of such material resulted from a leaking underground fuel tank; pesticides regulated under the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. 136 et seq.; asbestos, PCBs, and other substances regulated tinder the Toxic Substances Control Act, 15 U.S.C. 2601 et seq.; any 5of12 radioactive material including, without limitation, any "source material," "special nuclear material," "by- product material," "low -level wastes," "high -level radioactive waste," "spent nuclear fuel" or "transuranic waste" and any other radioactive materials or radioactive wastes, however produced, regulated under the Atomic Energy Act, 42 U.S.C. 2011 et seq., the Nuclear Waste Policy Act, 42 U.S.C. 10101 et sect., or pursuant to the California Radiation Control Law, California Health and Safety Code, Sections 25800 et se {j.; hazardous substances regulated under the Occupational Safety and Health Act, 29 U.S.C. 651 et seq., or the California Occupational Safety and Health Act, California Labor Code, Sections 6300 et seq.; and/or regulated under the Clean Air Act, 42 U.S.C. 7401 et seq. or pursuant to The California Clean Air Act, Sections 3900 et seq. of the California Health and Safety Code. Any studies and reports generated by City's testing for hazardous materials shall be made available to City upon City's request. If the soil, water or material conditions of the Property, or any part thereof, including without limitation hazardous materials, are not in all respects entirely suitable for the use or uses to which the Property will be put, then it is the sole responsibility and obligation of CDC to take such action as may be necessary to place the Property and the soil, water and material conditions thereof in all respects in a condition entirely suitable to the use or uses to which the Property will be put. M. Preliminary Work By CDC. Upon the execution of this Agreement and prior to the conveyance of title to the Property to CDC, representatives of CDC shall have the right of access to and entry upon the Property, at all reasonable times for the purpose of obtaining data and making surveys and tests necessary to carry out this Agreement. CDC agrees to and shall defend, indemnify and hold harmless the City and its officers, employees, contractors and agents' from and against all claims, liability, loss, damage, costs or expenses (including reasonable attorneys' fees and court costs) arising from or as a result of the death of any person or any accident, injury, loss or damage whatsoever caused to any person or the property of any person which shall occur on or adjacent to the Property, or in connection with the activities of CDC, its officers, employees, contractors or agents, performed and conducted on the Property pursuant to this Subsection J., and which shall be directly or indirectly caused by the acts, errors or omissions of CDC or its officers, employees, contractors or agents. IV. APPROVAL OF THIS AGREEMENT Agreement Subject to City and CDC's Discretion, This Agreement is expressly subject to and contingent upon City's and CDC's approvals and written acceptances which may only occur if approval and authorization is granted by the governing bodies of each at a duly noticed public meeting, in each of their sole discretion and after conducting such procedures as may be required by law for the purchase of the Property. V. NO EFFECT ON DUTIES TO CLOSE DUE TO CHANGES PRIOR TO CLOSING Except as otherwise provided in this Agreement, any change in circumstances following full execution of this Agreement of any kind or nature whatsoever including, but not limited to, any 6of12 increase or decrease in the value of the Property, the discovery of any new or unknown facts (except as noted in this Agreement), changes in statutory or case law, any allegation of mistake of fact or any allegation of mistake of law does not and shall not affect the duties of the parties herein to close the transactions set forth in this Agreement and does not and shall not affect the enforceability of this Agreement. VI. DEFAULTS AND REMEDIES A. Defaults — General. Subject to the extensions of time set forth herein, failure or delay by either party to perform any term or provision of this Agreement constitutes a default under this Agreement. The party who fails or delays must immediately, upon receipt of written notice as specified below, commence to cure, correct or remedy such failure or delay and shall complete such cure, correction or remedy with reasonable diligence, and during any period of curing shall not be in default, provided that in any event the default shall be cured by thirty (30) days. Notwithstanding the foregoing, if a failure or delay in performance by one party would cause the other party to be in default under a written agreement with an unrelated third party, then if such failure or delay is not corrected within thirty (30) days after written notice, the non - defaulting party may take reasonable steps to minimize its liability to such third party or other damage as a result of such failure or delay, and the defaulting party will be liable for the reasonable costs thereof. The injured patty shall give written notice of default to the party in default, specifying the default complained of by the injured party. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. Except as otherwise expressly provided in this Agreement, any failures or delays by either party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies. Delays by either party in asserting any of its rights and remedies shall not deprive either party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect assert or enforce any such rights or remedies. If a monetary event of default occurs, prior to exercising any remedies hereunder, then the injured party shall give the party in default written notice of such default. The party in default shall have a period of ten (10) calendar days after such notice is received or deemed received within which to cure the default prior to exercise of remedies by the injured party. If a non- monctary event of default occurs, prior to exercising any remedies hereunder, then the injured party shall give the party in default notice of such default. If the default is reasonably capable of being cured within thirty (30) calendar days after such notice is received or deemed received, the party in default shall have such period to effect a cure prior to exercise of remedies by the injured party. If the default is such that it is not reasonably capable of being cured within thirty (30) days, and the party in default (1) initiates corrective action within said period, and (2) diligently, continually, and in good faith works to effect a cure as soon as possible, then the party in default shall have such additional time as is reasonably necessary to cure the default prior to exercise of any remedies by the injured party, but in no event longer than ninety (90) days after the 7of12 date the first notice of default is given. In no event shall the injured party be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default. B. Institution of Legal Actions. In addition to any other rights or remedies, either party may institute legal action to cure, correct or remedy any default, to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement. Such legal actions must be instituted in the Superior Court of Los Angeles County, State of California, in any other appropriate court in that county, or in the Federal District Court in the Central District of California. C. Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Agreement. D. Acceptance of Service of Process. In the event any legal action is commenced by CDC against City, service of process on City shall be made by personal service upon the City's Chief Executive Officer, or in such other manner as may be provided by law. In the event any legal action is commenced by City against CDC, service of process on CDC shall be made by personal service upon CDC's Executive Director or in such other manner as may be provided by law. E. Rights and Remedies Are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. F. Damages. If either party defaults with regard to any of the provisions of this Agreement, then the nondefaulting party shall serve written notice of such default upon the defaulting party. If the default is not commenced to be cured in accordance with Section VI after service of the notice of default and is not cured promptly in a continuous and diligent manner within a reasonable period of time after commencement, then the defaulting party shall be liable to the nondefaulting party for actual damages caused by such default, and the nondefaulting party may thereafter (but not before) commence an action for actual darnages against the defaulting party with respect to such default. Indirect and consequential damages shall not be sought by either party; except that, (i) if a defaulting party commits willful misconduct or fraudulent acts or omissions, the nondefaulting party can seek punitive and consequential damages against the defaulting party and (ii) the nondefaulting party can seek consequential damages if the defaulting party has materially breached this Agreement and such breach was not due to causes beyond the reasonable control of the defaulting party. 8of12 G. Specific Performance. If either party defaults with regard to any of the provisions of this Agreement, then the nondefaulting party shall serve written notice of such default upon the defaulting party. If the default is not commenced to be cured within thirty (30) days after service of the notice of default and not cured promptly in a continuous and diligent manner within a reasonable period of time after commencement, then the nondefaulting party, at its option, may thereafter (but not before, unless necessary to prevent immediate harm) commence an action for specific performance of the terms of this Agreement pertaining to such default. VII. CONFLICT OF INTEREST No member, official or employee of City or CDC shall have any direct or indirect interest in this Agreement, nor shall such member, official or employee participate in any decision relating to the Agreement which is prohibited by law. VII. INDEMNIFICATION A. Non-liability of Cit y or CDC Officials and Em to ees for Default No member, official or employee of City shall be personally liable to CDC, or any successor in interest, or anyone else as a result of any default or breach by City for any amount which may become due to CDC or successor or on any obligations under the terms of this Agreement. No member, official or employee of CDC shall be personally liable to City, or any successor in interest, or anyone else as a result of any default or breach by CDC for any amount which may become due to City or successor or on any obligations under the terms of this Agreement. B. City's Indemnifications; Tenant Claims City agrees to and shall defend, indemnify, and hold harmless CDC and each of its officers, employees, contractors, and agents, from and against all claims, liability, loss, damage, costs or expenses (including reasonable attorney's fees and court costs) ( the "Claims ") arising from or as a result of any claims made after the conveyance of the Property based upon or arising from any claims of possession of the Property, that pre - existed that conveyance pursuant to this Agreement. IX. MISCELLANEOUS A. Entire Agreeme nt This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to all or part of the subject matter hereof. None of the terms, covenants, agreements or conditions set forth in this Agreement shall be deemed to be merged with the Grant Deeds of the Easement Deed, and this Agreement and the obligations of the parties shall remain in full force and effect until the conveyance of the Property. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of City and CDC, and all amendments hereto must be in writing and signed by the appropriate authorities of City and CDC. 9 of 12 B. Approvals Any and all approvals by City or CDC under this Agreement or documents referenced hereunder shall be made promptly and in good faith and not unreasonably delayed or withheld and shall be exercised with a view toward implementing the purposes of this Agreement. C. Binding Effect Modifications and Counterparts This Agreement shall be binding upon and shall inure to the benefit of the respective heirs, trustees, beneficiaries, successors, representatives and assigns of the parties. This Agreement cannot be modified, amended, changed or revised except by a writing executed by each of the parties hereto. This Agreement maybe executed in one or more counterparts and, when executed by each of the parties signatory hereto, shall be binding on all of the parties hereto even though each of the signatory parties may have executed separate counterparts hereof. D. Governing Law This Agreement and the interpretation hereof, shall be governed by and in accordance with the procedural and substantive laws of the State of California as to all matters. E. Severability If one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal, void or unenforceable for any reason whatsoever, then such provision shall be stricken and of no force or effect. The provision, terms or words to be stricken shall be as limited as permissible by law and shall not affect, impair or invalidate any other provision of this Agreement. If a provision of this Agreement shall be deemed invalid due to its scope and breadth, then such provision shall be deemed valid to the extent of the scope or breadth permitted by law. The remaining terms and provisions of this Agreement shall continue in full force and effect and, to the extent required, shall be modified to preserve their validity. F. Interpretation This Agreement shall not be construed in favor of or against a party by reason of its participation or lack of participation of that party or its counsel in drafting this Agreement and/or any provision or term of this Agreement and/or any Exhibit attached hereto. This Agreement shall be interpreted and construed as if drafted by all parties with equal participation in the drafting hereof. G. Attor'ney's Fees and Costs In the event any party institutes a proceeding under this Agreement, the prevailing party shall, in addition to such other relief as may be awarded, be entitled to recover, as an element of its costs (and not as damages), attorney's fees, expenses and costs actually incurred with such proceeding. H. Waiver A waiver of a breach by any party hereto in any one instance shall not constitute a waiver of any prior or subsequent breach, whether or not similar. I. Warranty of Authority and Consents. Each party hereto represents and warrants that the party has the right, power, legal capacity and authority to enter into and perform the 10 of 12 obligations set forth in this Agreement and that no approvals or consents or any persons, firms, corporations or entities are necessary in conjunction with same. J. No Benefit to Third Parties. Except as otherwise specific ally provided herein, this Agreement is not intended for the benefit of any third party. K. Recitals. The "Recitals" set forth in this Agreement constitute a material part of this Agreement and are incorporated herein, and, to the extent necessary, required of helpful, shall be considered in construing, interpreting and enforcing the terms and provisions of this Agreement. L. Exhibits. In the event of any inconsistency or conflict between the terms and provisions of this Agreement and the terms and provisions of any Exhibit, the terms and provisions of said Exhibit shall be determinative and controlling. M. Effective Date This Agreement shall be effective as of the date on which it is signed on behalf of City. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate original on the dates set forth herein below. Dated: , 2011 ATTEST: CITY OF BALDWIN PARK, a municipal corporation wo Manuel Lozano, Mayor APPROVED AS TO FORM Laura M. Nieto, CMC Joseph W. Pannone Deputy City Clerk City Attorney [Signatures continued on Page 12] 11 of 12 Dated: , 2011 ATTEST: Laura M. Nieto, CMC Secretary [Signatures continued from Page 111 COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF BALDWIN PARK, a public body, corporate and politic to Vijay Singhal, Executive Director APPROVED AS TO FORM Joseph W. Pannone General Counsel Attachments: Exhibit A: Legal Description Exhibit B: Form of Grant Deeds Exhibit C: Form of Easement Deed 12 of 12 Exhibit A Legal Descriptions PARCEL I: APN 8544 -020 -901, IN THE CITY OF BALDWIN PARK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 8544 PAGE(S) 20 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 2: APN 8437- 013 -905, IN THE CITY OF BALDWIN PARK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 8437 PAGE(S) 13 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 3: APN 8554 -001 -901, 904, 907, IN THE CITY OF BALDWIN PARK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 8554 PAGE(S) I OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, PARCEL 4: APN 8554 -001 -910, IN THE CITY OF BALDWIN PARK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 8554 PAGE(S) 1 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 5: APN 8553 - 011 -901, IN THE CITY OF BALDWIN PARK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 8553 PAGE(S) 1 I OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. Page I of I Exhibit B Form of Grant Deeds Recorded at the request of Community Development Commission of the City of Baldwin Park, a public body, corporate and politic When Recorded Mail to: Community Development Commission of the City of Baldwin Park 14403 East Pacific Avenue Baldwin Park, CA 91706 This document is recorded for the benefit of the Community Development Commission of the City of Baldwin Park oil and is therefore exempt from the payment of the recording fee pursuant to Government code Section 6103 and from tiie payment of the documentary transfer tax pursuant to Revenue and Taxation Code Section 11922. GRANT DEED Assessor's Parcel Number: -�_ FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, CITY OF BALDWIN PARK, a municipal corporation hereby grants to the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF BALDWIN PARK, a public body, corporate and politic, all that real property in Baldwin Park, County of Los Angeles, State of California, as described in Exhibit A, attached hereto and incorporated herein by reference. Dated this day of , 2011. Manuel Lozano, Mayor Page 1 of I EXHIBIT A LEGAL DESCRIPTION , IN THE CITY OF BALDWIN PARK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK _ PAGE(S) OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. Page I of I EXHIBIT C Form of Easement Recorded at the request of Community Development Commission of the City of Baldwin Park, a public body, corporate and politic When Recorded Mail to: Community Development Commission of the City of Baldwin Park 14403 Bast Pacific Avenue Baldwin Park, CA 91706 This document is recorded for the benefit of the Community Development Commission of the City of Baldwin Park on and is therefore exempt from the payment of the recording fee pursuant to Government code Section 6103 and from the payment of the documentary transfer tax pursuant to Revenue and Taxation Code Section 11922. AGREEMENT AND GRANT OF EASEMENT This Agreement and Reservation of Access Easement ( "Agreement"), dated January 25, 2011 for reference purposes only, is entered into by and between the CITY OF BALDWIN PARK, a municipal corporation ( "City") and the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF BALDWIN PARK, a public body, corporate and politic, ( "CDC ") with reference to the following facts; A. CDC and City have entered into to that certain Agreement of Purchase dated January 25, 2011 (the "Purchase Agreement ") pursuant to which City has agreed to convey to CDC the real property described in Exhibit A, which is attached hereto and by this reference is incorporated herein, (the "CDC Property ") and a parking easement to a parking structure (the "Parking Structure ") to be built on a City -owned parcel described in Exhibit B, which is attached hereto and by this reference is incorporated herein (the "City Parcel "). B. The parties now desire to enter into this Agreement for the purpose of reserving certain ingress and egress rights over and parking use rights on and over portions of the City Parcel to benefit the CDC Property. Such ingress, egress and parking use rights will be located on, above and across the portions of the City Parcel. Page 1 of 4 NOW, THEREFORE, for valuable consideration, the parties agree as follows: 1. Unless otherwise expressly stated or the context requires, all capitalized terms used herein shall be defined as in the Purchase Agreement. 2. Grant of Easement. City hereby grants and CDC hereby accepts, on each of their behalf and on behalf of each of their successors and assigns (as defined below) of an easement for the perpetual right, privilege and authority for pedestrian and vehicular ingress and egress, twenty -four (24) hours per day, seven (7) days per week, over and across designated portions of the Parking Structure and City Parcel for the purposes of accessing the City Parcel and Parking Structure for parking up to twenty -five (25) passenger vehicles of residents or invitees of residents of low- to moderate - income households residing on the CDC Property (the "Permittees "). 3. City Obligation to Maintain the Parking Structure and City Parcel. arcel. City shall maintain the Parking Structure and City Parcel and all access routes over the Parking Structure and City Parcel in a good condition and in good working order at its sole cost and expense; provided, that other than reasonable wear and tear, any damages caused by CDC or its successor or assigns shall be repaired by CDC or any of the Permittees. 4. Representations. City represents and warrants that as of the date this Agreement is recorded (a) City is the owner of the City Parcel, (b) City has not assigned or transferred or agreed to assign or transfer any of its right, title or interest in and to the City Parcel or any portion thereof except for an access easement to Verizon California, Inc., (c) City has the authority to enter into this Agreement, and (d) this Agreement is a valid and binding obligation upon City. 5. Interference. Neither City nor any of City's agents, employees, or contractors (collectively, the "City Parties ") shall materially interfere with the rights reserved to CDC herein (the "Interference "). This Agreement also includes the right at all times to remove all materials and debris which in interferes or may interfere with the rights reserved to CDC herein. City shall exercise due care in carrying out any work within the City Parcel and Parking Structure. City shall immediately take all necessary measures, at City's sole cost and expense, to eliminate any Interference which City has directly or indirectly caused and of which City is notified or is otherwise aware. The provisions of this Paragraph 5 shall survive the termination of this Agreement. Exhibt B Page 2 of 4 6. Notices. Whenever any party hereto shall desire to deliver to the other any notice, demand, request or other communication, each such notice, demand, request or other communication shall be in writing, shall be given by personal delivery, by registered or certified United States mail, return receipt requested, or by overnight courier, postage prepaid, addressed as follows: To CDC: Community Development Commission of the City of Baldwin Park 14403 East Pacific Avenue Baldwin Park, CA 91706 Attn: Vijay Singhal, Executive Director To City: City of Baldwin Park 14403 East Pacific Avenue Baldwin Park, California 91706 Attn: Vijay Singlial, Chief Executive Officer Any such notice, demand, request or other communication shall be deemed effective on the day of actual delivery or refusal to accept as shown by the addressee's return receipt. If the date on which any notice required to be delivered hereunder falls on a weekend or legal holiday, then such notice may be delivered on the next business day immediately following such weekend or holiday. The foregoing addresses may be changed by notice given in accordance with this Paragraph 6. 7. Default and Remedies. If either party fails to perform any of the terms, covenants and agreements contained herein, if such failure continues for a period of thirty (30) days after written notice (provided such party shall have such extended period as may be required beyond the thirty (30) days if the nature of the failure is such that it reasonably requires more than thirty (30) days to cure and the party commences the cure within the thirty (30) day period and thereafter continuously and diligently pursues the cure to completion), then the non - defaulting party shall be entitled to all remedies available to it at law or equity, including by way of example and not in limitation thereof, the right to sue such person for specific performance, injunctive relief and/or monetary damages, including without limitation, reasonable attorneys' fees, costs and expenses. 8. Miscellaneous. 8.1 This Agreement shall be binding upon and inure to the benefit of CDC and its successors and each of the successor owners of the CDC Property. 8.2 This Agreement shall be governed by and interpreted under the laws of the state of California. 8.3 if any action or proceeding is commenced by any party to enforce the terms of this Agreement, then the prevailing party shall be entitled to recover from the other Exhibt B Page 3 of 4 party reasonable attorneys' fees and costs in addition to any other relief awarded by the court including fees and costs related to any appeal or a bankruptcy action of any kind. 8.4 As used in this Agreement, the term "including" shall mean including without limitation. Time is of the essence of this Agreement. The parties' respective rights and remedies under this Agreement are cumulative with and in addition to all other legal and equitable rights and remedies which the parties may have under applicable law. This Agreement may be signed in counterparts. IN WITNESS WHEREOF, this Agreement has been executed by the parties on the date and year first written above. CDC: CITY: COMMUNITY DEVELOPMENT CITY OF BALDWIN PARK, COMMISSION OF THE CITY OF a municipal corporation BALDWIN PARK, a public body, corporate and politic By: Manuel Lozano, Mayor By: Vijay Singhal, Executive Director Exhibt B Page 4 of 4 ACKNOWLEDGMENT STATE OF COUNTY OF On , before me, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he/she /they executed the same in his/her /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct, WITNESS my hand and official seat. Notary Public (Seal) ACKNOWLEDGMENT STATE OF ) COUNTY OF ) On , before me, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his/lier /their authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public (Seal) EXHIBIT A LEGAL DESCRIPTION — CDC PROPERTY , IN THE CITY OF BALDWIN PARK, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK PAGE(S) OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. Page 1 of I EXHIBIT B LEGAL DESCRIPTION -- CITY PARCEL , IN THE CITY OF BALDWIN PARK., COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK PAGE(S) — OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. Page 1 of 1 F 1 4 BALDWIN P - A >R - K K r COMMUNITY DEVELOPMENT COMMISSION STAFF REPORT TO: Honorable Chair and Members of the Commission FROM: Vijay Singhal, Chief Executive Officer DATE: January 25, 2011 SUBJECT: Transfer of Parcel owned by the Community Development Commission within the Sierra Vista Area as an Asset of the Commission's Non - housing Fund to Become an Asset of the Commission's Low and Moderate Income Housing Funds, PURPOSE The purpose of this report is for the Community Development Commission of the City of Baldwin Park (CDC) to consider transferring a specific parcel within the Sierra Vista Project Area owned by the CDC and held as an asset of the CDC's non - housing money fund to be held as an asset of CDC's Low and Moderate Income Housing Trust Funds (LMIHTF) for the purposes of developing affordable housing units and transferring money between those funds to reflect that transfer. BACKGROUND There are a few CDC owned parcels that have potential for development. Throughout the years, CDC staff has made significant efforts to develop those parcels; however, due to their irregular shape, size, location, and market conditions, development of those parcels has not taken place. Staff believes transfer of one of those parcels as an asset of the CDC's non - housing money fund to an asset of the CDC's LMIHTF will allow that property to be developed as an affordable housing /mixed use development. DISCUSSION The CDC continues to meet its requirements for affordable housing development in accordance with 5 -Year Redevelopment and Housing Implementation Plan and as required by law. In order to assist with the development of underutilized CDC -owned parcels and to continue to meet or exceed affordable housing requirements, the CDC proposes to transfer a specific CDC -owned parcel within the Sierra Vista Area that is held as an assets of the CDC's non - housing money fund to be held as an asset of the CDC's LMIHTF. Commission -Owned Parcel January 25, 2011 Page 2 of 3 Lidgard Associates prepared an appraisal (dated November 19, 2010) of the City -owned Park -N -Ride property (a property in proximity to the parcelslassets being considered for transfer), showing a value of $1,950,000, which is approximately $30 per square foot. Staff is using that appraisal to determine the aggregate value of the assets to be transferred as discussed herein. While the parcel below is not in the downtown area, staff believes that its appraised value will be higher because of its location. The parcel is along the 1 -10 freeway with much greater visibility and access. However, absent an appraisal staff is using the value per Lidgard Associate's appraisal. The following is the assets /parcel being considered: 1. Sierra Vista - APN 8460- 005 -900: - CDC owned, unimproved parcel located on Garvey Avenue within the Sierra Vista Redevelopment Project Area along the 1 -10 freeway. Currently vacant and sometimes used as material staging area by the City's Public Works Department. $629,100 (which is likely less that the property is actually worth due to its location_adlacent to the 1 -10 The total area for the above parcel is approximately 20,970 square feet and .48 acres. Subject CDC -Owned Parcel (20,970 Square Feet @ $30) = $629,100 This transfer of this asset shall be accomplished through modifications to the CDC's accounts as determined necessary by the CDC's Treasurer and Executive Director. FISCAL IMPACT There is no negative impact to the CDC's General Fund. As the Council and Board Members are aware, in his proposed budget the Governor is recommending the elimination of redevelopment agencies. It is believed the Legislature is working on some sort of urgency legislation, which may prevent the redevelopment agencies from taking actions to protect their assets. We do not know if any legislative changes would be implemented and if they are what they may be. However, staff believes, as do many agencies throughout the State and the California Redevelopment Association, taking appropriate actions immediately to protect the local community's assets against any adverse action the State may implement is important. Staff further believes the California voters have agreed such protections should be implemented through the passage of Propositions 1A and 22. RECOMMENDATION Staff recommends the CDC authorize the CDC Treasurer and Executive Director to make the necessary changes to the CDC's accounts and budget to reflect the transfer of the real property, described above, as an asset of the CDC's non - housing fund to Commission -Owned Parcel January 25, 2011 Page 3 of 3 bean asset of the CDC's LMIHTF and transferring $629,100 from the CDC's LMIHTF to the CDC's non - housing fund to reflect that asset transfer. ATTACHMENT: Attachment #1 - Assessor Parcel Map for Commission -Owned Parcel Attachment ##1 Assessor Parcel Maps for Commission -Owned Parcels ` Kai W oq OR ju Qzo IA /n N �y C RO ®yry Q4,i 1p M Q ' ZIP tu r \ o 4 CO \ \ CD ui Mee Q) Op \ Nn \ \\ LL O NR N / I / \ W 00 ' ' ' . Jay wo lb Dig 0 IM co AV tu It co 10 NMI Re EM lRelu BALDWIN P ,A- R, K CITY OF BALDWIN PARK COMMUNITY DEVELOPMENT COMMISSION of Lf STAFF REPORT TO: Honorable Mayor and Members of the City Council Honorable Chair and Members of the Com ission FROM: Vijay Singhal, Executive Director Lorena Quijano, Director of Finance DATE: January 25, 2091 SUBJECT: Outstanding Loans from the Community Development Commission to the City of Baldwin Park PURPOSE To reaffirm the Community Development Commission's (Commission) outstanding debt to the City for loans for operation and administrative expenses, to obligate the payment of those loans from future available resources and to recommend the Commission consider the adoption of the attached Resolution in regards to the on -going obligation by the Commission to the City of Baldwin Park. BACKGROUND /DISCUSSION Each Project Area within the Commission annually incurs operating and administrative expenditures necessary to maintain operations and to continue redevelopment efforts. Since the Commission has not had sufficient cash to pay for those expenditures, the City annually budgets and advances (loans) monies to cover those expenditures. The Commission is obligated to repay the amounts loaned with interest, which is based on the California Local Agency Investment Fund (LAIF). The total obligation to the City is disclosed in the annual audited financial statements and the statement of indebtedness. The following is a summary of the outstanding balances owed as of June 30, 2010, to the City by the Commission: San Gabriel River Puente Merced West Ramona Central Business District Delta Sierra Vista Low Mod Income Housing Total Outstanding Loan Principal Interest Total $ 2,493,480 $ 468,075 $ 2,961,555 $ 1,123,856 $ 532,915 $ 1,656,771 $ 51,693 $ 29,253 $ 80,946 $ 2,861,798 $ 2,597,906 $ 5,459,704 $ 260,170 $ 184,508 $ 444,678 $ 6,452,177 $ 3,034,179 $ 9,486,355 $ 444,561 $ 81,019 $ 525,580 $ 13,687,734 $ 6,927,854 $ 20,615,588 January 25, 2011 Page 2 of 2 The Low - Moderate - Income Housing Trust Fund and the San Gabriel River, Central Business District, and the Sierra Vista Project Area's will be able to begin repayment of their loan in fiscal year 2010 -2011; authorization to make those repayments has been submitted to the Commission in a separate report. However, it is necessary the remaining Project Area's also commit to begin repayment of their loans if there is available revenue in the individual Project Area funds. It is unknown as to how long it will take the Commission to completely pay the City since the amount of tax increment to be received in the future will fluctuate based on property tax revenue actually received and if the State completely abolishes redevelopment agencies. RECOMMENDATION It is recommended the Commission begin the payment of all outstanding loans from available tax increment at the end of each fiscal year, after payment of bonded and other superior indebtedness, and the Commission waive further reading, read by title only and adopt Resolution No. 461, entitled, "A RESOLUTION OF THE COMMUNITY DEVELOMENT COMMISSION OF THE CITY OF BALDWIN PARK, STATE OF CALIFORNIA, REAFFIRMING THE OUTSTANDING LOAN IN THE AMOUNT OF $20,615,588 FROM THE CITY OF BALDWIN PARK FOR ADMINISTRATIVE EXPENSES." ATTACHMENTS #1- Resolution and Loan Agreement RESOLUTION NO. 461 A RESOLUTION OF THE COMMUNITY DEVELOMENT COMMISSION OF THE CITY OF BALDWIN PARK, STATE OF CALIFORNIA, REAFFIRMING THE OUTSTANDING LOAN IN THE AMOUNT OF $20,615,588 FROM THE CITY OF BALDWIN PARK FOR ADMINISTRATIVE EXPENSES AND AUTHORIZING EXECUTION OF A LOAN AGREEMENT AFFIRMING THE SAME WHEREAS, the Baldwin Park Community Development Commission (the "Commission ") has previously accepted loans from the City of Baldwin Park in order to be able to fund its administrative and operating expenses; and WHEREAS, the Community Redevelopment Law (Health and Safety Code sections 33000 et seq.) (the "Law ") authorizes the Commission to borrow funds from the City in Furtherance of the Agency's activities and functions; and WHEREAS, the Fiscal Year 2010 -2011 Loan Agreement documenting and reaffirming the outstanding loan balances is attached hereto as Exhibit "A" and by this reference incorporated herein; and NOW, THEREFORE, BE IT HEREBY RESOLVED, DETERMINED AND ORDERED BY THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF BALDWIN PARKAS FOLLOWS: SECTION 1, As of the end of 2009 -2010 Fiscal Year the outstanding loan balance was $20,615,588. SECTION 2. The actual loan (advance) from the City of Baldwin Park has varied on an annual basis and it has covered personnel expenses, miscellaneous expenses and professional services appropriated to the Commission for Administrative Expenses, and the Commission acknowledged' the loans constitute indebtedness of the Commission within the meaning of Article 6, Chapter 6, of the law. SECTION 3, As required by the Law, the Commission has filed annually with the City a detailed report of all its transactions with respect to the Commission's Administrative Expenses, including a statement of all revenues and expenditures. This requirement may be met by the filing of the report required by Section 33090.1 of the Law. SECTION 4, The Commission Executive Director is hereby authorized to execute the Loan Agreement attached hereto as Exhibit "A" and all necessary documents to carry out the purpose and effect of this resolution. PASSED AND ADOPTED this 25th day of January, 2011 Manuel Lozano, Chair ATTEST: STATE OF CALIFORNIA COUNTY OF LOS ANGELES SS. CITY OF BALDWIN PARK I, LAURA M. NIETO, CIVIC, Secretary, does hereby certify the foregoing resolution was duly and regularly approved and adopted by the Community Development Commission of the City of Baldwin Park at a regular meeting of the Community Development Commission on January 25, 2011, by the following vote: AYES: COMMISSION MEMBERS: NOES: COMMISSION MEMBERS: ABSENT: COMMISSION MEMBERS: ABSTAIN: COMMISSION MEMBERS: LAURA M. N1ETO, CMC Secretary EXHIBIT °A" FISCAL YEAR 20110 -2011 LOAN AGREEMENT BALDWIN PARK COMMUNITY DEVELOPMENT COMMISSION PROJECT THIS AGREEMENT is entered into this 25th day of January, 2011, by and between the City of Baldwin Park, municipal corporation, (the "City "), and the Baldwin Park Community Development Commission, a public body, corporate and politic, (the "Commission "). RECITALS WHEREAS, Health and Safety Code Sections 33600 of seq. authorizes the Commission to borrow money or accept financial or other assistance from the City. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the parties hereto agree as follows: COVENANTS SECTION 1. Amount of Loan. The City agrees it has loaned (advanced) the Commission a total of $20,615,589, including interest, as of June 30, 2010, related to staff and professional services to cover operational expenditures. The loan balances are reflected below and shall be increased by any loans made in fiscal year 2010 -2011 and any other future loans that are made by the City to the Commission. SECTION 2. Disbursement of funds. The principal remaining balance the City has disbursed is $13,687,734 and it was disbursed for personnel /professional services to the Commission. The Commission agrees it has used such proceeds only for the purposes provided for in the adopted annual budgets of the Commissions for previous fiscal years. Principal Interest Total San Gabriel River $ 2,493,480 $ 468,075 $ 2,961,555 Puente Merced $ 1,123,856 $ 532,915 $ 1,656,771 West Ramona $ 51,693 $ 29,253 $ 80,946 Central Business District $ 2,861,798 $ 2,597,906 $ 5,459,704 Delta $ 260,170 $ 184,508 $ 444,678 Sierra Vista $ 6,452,177 $ 3,034,179 $ 9,486,355 Low Mod Income Housing $ 444,561 $ 81,019 $ 525,580 Total Outstanding Loan $ 13,687,734 $ 6,927,854 $ 20,615,588 SECTION 2. Disbursement of funds. The principal remaining balance the City has disbursed is $13,687,734 and it was disbursed for personnel /professional services to the Commission. The Commission agrees it has used such proceeds only for the purposes provided for in the adopted annual budgets of the Commissions for previous fiscal years. SECTION 3. Interest. The Commission agrees to pay the City interest per annum at rate equal to the California Local Agency Investment Fund (LAIF) annual rate. The total interest due as of June 30, 2010 is $6,927,854. SECTION 4. Repayment. The Commission agrees to repay any and all funds borrowed as soon possible and as soon as and to the extent there is tax increment revenue available after repayment of bonded and other superior indebtedness in the funding available to the individual Project Areas. Community Development Commission City of Baldwin Park, Of the City of Baldwin Park, a municipal corporation a public body, corporate and politic A; Vijay Singhal, Executive Director 2 : Manuel Lozano, Mayor nlu BALDWIN P,A� R, K TO: FROM: DATE: SUBJECT: PURPOSE CITY OF BALDWIN PARK COMMUNITY DEVELOPMENT COMMISSION * .5 STAFF REPORT Honorable Mayor and Members of the City Council Honorable Chair and Members of the Commission Vijay Singhal, Executive Director Iv Lorena Quijano, Director of Financ January 25, 2011 Repayment of Amounts Owed by the Community Development Commission's Low- and Moderate - Income Housing Fund To authorize the Community Development Commission (Commission) to repay a portion of the outstanding obligations from the Low - and Moderate - Income Housing Trust Fund (LMIHTF). BACKGROUND/DISCUSSION l: Outstanding Loan Obligation from the Commission to the City for Administrative Expenses Annually the Commission, including the LMIHTF, incur operating and administrative expenditures necessary to maintain their operations; however, on many occasions, there isn't sufficient cash to pay for these expenditures, In order to assist the Commission, including the LMIHTF, with operations and to continue redevelopment efforts, the City budgets and advances (loans) funds to cover some or all of those expenditures. The following is a summary of the outstanding balances owed as of June 30, 2010, to the City by the Commission: Principal Interest Total San Gabriel River $ 2,493,480 $ 468,075 $ 2,961,555 Puente Merced $ 1,123,856 $ 532,915 $ 1,656,771 West Ramona $ 51,693 $ 29,253 $ 80,946 Central Business District $ 2,861,798 $ 2,597,906 $ 5,459,704 Delta $ 260,170 $ 184,508 $ 444,678 Sierra Vista $ 6,452,177 $ 3,034,179 $ 9,486,355 Low Mod Income Housing $ 444,561 $ 81,019 $ 525,580 $ 13,687,734 $ 6,927,854 $ 20,615,588 Total Outstanding Loan January 25, 2011 Page 2 of 3 Although the City budgets for annual advances (loans) the final amount due is determined at the end of each fiscal year. The annual amount is added to the total obligation and interest is added based on the California Local Agency Investment Fund (LAIF). The total obligation to the City is disclosed in the annual audited financial statements and the statement of indebtedness. In the last couple of years the LMIHTF had sufficient monies for its operating and administrative expenses and, thus, did not need additional loans from the City. Therefore, it is recommended the following payment be made: It is recommended the outstanding loan amount of $525,580 be paid in full by the LMIHTF since it has available monies to repay its entire obligation to the City's General Fund. 11: Additional Obligation by the LMIHTF to the City The LMITHF currently owes an additional $2,873,421 to various City Funds as reflected in the audited financial statements (see attached copy of page 11 of the Commission's June 30, 2010 audited statements). The amount due is comprised of the following: Fund Description; Amount Owed Building Reserve Fund 301 $2,575,008.00 San Gabriel River Fund 831 $296,584.00 General Fund Fund 100 $1,829.00 Total $2,873,421.00 The amounts owed to Building Reserve relates to the "Park Shadows," a low- and moderate - income condominium project that was constructed a number of years ago when the LMIHTF did not have sufficient monies to pay for the entire project. This amount will be designated for future economic development and redevelopment projects. Since the LMIHTF has available monies to repay its entire obligation in fiscal year 2010- 2011, it is recommended the total amount of $2,873,421 be paid in full to various funds noted above. FISCAL IMPACT As the Council and Board Members are aware, in his proposed budget the Governor is recommending the elimination of redevelopment agencies. It is believed the Legislature is working on some sort of urgency legislation, which may prevent the redevelopment agencies from taking actions to protect their assets. We do not know if any legislative changes would be implemented and if they are what they may be. However, staff believes, as do many agencies throughout the State and the California Redevelopment Association, taking appropriate actions immediately to protect the local community's assets against any adverse action the State may implement is important. Staff further believes the California voters have agreed such protections should be implemented through the passage of Propositions 1 A and 22. January 25, 2011 Page 3 of 3 There are sufficient cash balances in the LMIHTF to cover these amounts. The total impact of the repayment of the loans to the LMIHTF is $3,399,001 comprised of the $525,580 plus $2,873,421 as discussed above. RECOMMENDATION It is recommended the City Council & Community Development Commission; 1. Repay a portion of the amounts owed as discussed above. 2. Authorize the Finance Director to set aside the amount of $2,575,008 in a restricted fund for future development or redevelopment of the community. ATTACHMENTS #1- Page 11, excerpt of the Commission's Audited Financial Statements Baldwin Park Community Development Commission Balance Sheet Governmental f=unds June 30, 2094 Lour/ Moderate Income Debt Capital Housing Service Projects Total ASSNS Pooled rash and investments $ 8,888,016 $ 1,851,438 5 1,265,275 $ 12,004,729 Cash and invesimentsvrith fiscal agents - 2,071,938 - 2,071,938 Property tax and other receivables, net 10,830 423,713 139,394 573,937 Loans receivable 2,363,069 - - 2,363,069 Due from otherfunds 1,531,981 825,957 1,158,745 3,516,683 Property held for resale, net 327,478 - 106,355 433,833 Total assets $ 13,121,374 $5,173_.,046 $� 2,669,769 $ 20,864,189 - LIABILITIES AND FUND BALANCES Liabilities Accounts payable and accrued liabilities $ 4,286 $ 265,341 $ 23,484 $ 293,111 Uneamed revenues 2,363,069 - - 2,363,069 Due to other funds 2,873,421 1,627,674 1,158,745 5,659,840 Total liabilities _5,240,776 1,893,015 1,182,229 8,316,020 Fund balances Reserved Property held for resale 327,478 - 106,355 433,833 Debt service - 3,280,031 - 3,280,031 Low and moderate income housing 7,553,120 - - 7,553,120 Unreserved - 1,381,[85 1,381,185 Total fund balances 7,880,598 3,280,031 1,487,640 12,648,169 _ Total liabilities and fund balances $ 13,121,374 _ $ 6,173,046 $ 2,669,769 $ 20,964,189 See notes to financial statements. 19 F IR14 BALDWIN P A, R, K TO: CITY OF BALDWIN PARK COMMUNITY DEVELOPMENT COMMISSION STAFF REPORT Honorable Mayor and Members of the City Council Honorable Chair and Members of the C FROM: Vijay Singhal, Executive Director Lorena Quijano, Director of Finance DATE: January 25, 2011 SUBJECT: Repayment of Amounts Owed by the Community Development Commission to the City for Administrative Loans PURPOSE To authorize the Community Development Commission (Commission) to repay a portion of the outstanding obligations from the San Gabriel River and Sierra Vista Project Area's to the City. BACKGROUNDIDISCUSSION Annually the Commission incurs operating and administrative expenditures necessary to maintain its operations; however, in many occasions, the Commission does not have sufficient cash to pay for those expenditures. In order to assist the Commission with its operations and to continue its community redevelopment efforts, the City budgets and advances (loans) funds to cover some or all of those expenditures. The following is a summary of the outstanding balances owed as of June 30, 2010, to the City by the Commission: Although the City budgets for annual advances (loans) the final amount due is determined at the end of each fiscal year. The annual amount is added to the total obligation and interest is added based on the California Local Agency Investment Fund (LAIF). The total obligation to the City is disclosed in the annual audited financial statements and the statement of indebtedness. Principal Interest Total San Gabriel River $ 2,493,480 $ 468,075 $ 2,961,555 Puente Merced $ 1,123,856 $ 532,915 $ 1,656,771 West Ramona $ 51,693 $ 29,253 $ 80,946 Central Business District $ 2,861,798 $ 2,597,906 $ 5,459,704 Delta $ 260,170 $ 184,508 $ 444,678 Sierra Vista $ 6,452,177 $ 3,034,179 $ 9,486,355 Low Mod Income Housing $ 444,561 $ 81,019 $ 525,580 Total Outstanding Loan $ 13,687,734 $ 6,927,854 $ 20,615,588 Although the City budgets for annual advances (loans) the final amount due is determined at the end of each fiscal year. The annual amount is added to the total obligation and interest is added based on the California Local Agency Investment Fund (LAIF). The total obligation to the City is disclosed in the annual audited financial statements and the statement of indebtedness. January 25, 2011 Page 2 of 3 Although some of the Project Areas have not had sufficient monies to repay the outstanding balances due to the City for operating and administrative expenses, it is recommended the following monies received during fiscal year 2010 -2011 for the following Project Areas is used to repay the City: It is recommended the San Gabriel River Project make a repayment of $296,584 to the City. The San Gabriel River Project will receive this amount in fiscal year 2010- 2011 from a transfer of assets between from the Low- and Moderate - Income Housing Trust Fund (LMIHTF) and this Project Area's non - housing fund (approval of this repayment by the LMHIHF was presented separately to the Commission on January 25, 2011). After payment of this amount, the current outstanding loan balance of $2,961,555 to the City will decrease to $2,664,971. It is recommended that the Sierra Vista Project make a repayment of $3,491,100 to the City. The amount was computed using the available cash balance of $2,862,000 as of January 2010 plus an additional $629,100 which the Project Area will receive for the transfer of assets between LMIHTF and this Project Area's non - housing fund (approval of this transfer was presented separately to the Commission on January 25, 2011). After this repayment of $3,491,100, the current outstanding loan balance of $9,486,355 to the City will decrease to $5,995,255 It is also recommended additional payment be made in this fiscal year if there are additional funds received by any of the Project Area by the end of the 2010 -2011 fiscal year. FISCAL IMPACT As the Council and Board Members are aware, in his proposed budget the Governor is recommending the elimination of redevelopment agencies. It is believed the Legislature is working on some sort of urgency legislation, which may prevent the redevelopment agencies from taking actions to protect their assets. We do not know if any legislative changes would be implemented and if they are what they may be. However, staff believes, as do many agencies throughout the State and the California Redevelopment Association, taking appropriate actions immediately to protect the local community's assets against any adverse action the State may implement is important. Staff further believes the California voters have agreed such protections should be implemented through the passage of Propositions 1A and 22. The Commission will use monies received by the San Gabriel River and Sierra Vista Projects during fiscal year 2010 -2011 to make the repayments referenced above. Therefore, there is no additional impact on these funds for the 2010 -2011 fiscal -year. January 25, 2011 Page 3 of 3 RECOMMENDATION It is recommended the City Council & Community Development Commission: 1. Repay a portion of the amounts owed as discussed above. 2. Authorize the Finance Director to set aside the amount of $3,787,684 in a separate fund restricted for future development or redevelopment of the community.