CITY OF IRWINDALE
5050 N. IRWINDALE AVE., IRWINDALE CA 91706 • PHONE: (626) 430-2200 NOTICE AND AGENDA FOR THE *AMENDED* SPECIAL AND
REGULAR MEETING OF THE
CITY COUNCIL
SUCCESSOR AGENCY TO THE
IRWINDALE COMMUNITY REDEVELOPMENT AGENCY
HOUSING AUTHORITY
April 24, 2024
SPECIAL MEETING – 5:30 PM
REGULAR MEETING – 6:30 PM
CLOSED SESSION – CONFERENCE ROOM
OPEN SESSION – CITY COUNCIL CHAMBER
ALBERT F. AMBRIZ - Mayor
LARRY G. BURROLA - Mayor Pro Tem
MARK A. BRECEDA - Councilmember
MANUEL R. GARCIA - Councilmember
H. MANUEL ORTIZ - Councilmember
Via Zoom Webinar: https://us02web.zoom.us/j/87104592389 In the event that a Zoom broadcast is unavailable, staff will promptly notify the public through its social media platforms. The public meeting will proceed in accordance with The Brown Act.
Listen Over Phone: 1-669-900-6833; Webinar ID: 871-0459-2389
April 24, 2024
Spontaneous Communications: The public is encouraged to address the City Council on any matter listed on the agenda or on any other matter within its jurisdiction. The City Council will hear public comments on items listed on the agenda during discussion of the matter and prior to a vote. The City Council will hear public comments on matters not listed on the agenda during the Spontaneous Communications period.
Pursuant to provisions of the Brown Act, no action may be taken on a matter unless it is listed on the agenda, or unless certain emergency or special circumstances exist. The City Council may direct staff to investigate and/or schedule certain matters for consideration at a future City Council meeting.
Americans with Disabilities Act: In compliance with the ADA and Government Code section 54953(g), the City Council has adopted a reasonable accommodation policy to swiftly resolve accommodation requests. The policy can be found on the City’s website: https://www.irwindaleca.gov/DocumentCenter/View/8075/AB2449-Reasonable-Accommodation-Policy. If you need special assistance to participate in a City Council or Commission meeting or other services offered by this City, including an electronic or printed copy of the City’s reasonable accommodation policy, please contact City Hall at (626) 430-2200. Notification of at least 48 hours prior to the meeting or time when services are needed will assist the City staff in assuring that reasonable arrangements can be made to provide accessibility to the meeting or service.
Note: Staff reports are available for inspection at the office of the Chief Deputy City Clerk, City Hall, 5050 N.
Irwindale Avenue, during regular business hours (8:00 a.m. to 6:00 p.m., Monday through Thursday).
Compensation for Board Members: Compensation for the members of the Irwindale City Council is $750.16 a month. In accordance with Government Code Section 54952.3, Councilmembers will not receive any additional compensation or stipend for the convening of the regular meetings of the Successor Agency to the Irwindale Community Redevelopment Agency. Councilmembers will receive additional compensation of $50/meeting, not to exceed $150 per month, for the convening the regular meetings of the Irwindale Housing Authority and an additional compensation of $300/meeting for convening the regular meetings of the Irwindale Reclamation Authority.
April 24, 2024
Code of Ethics
As City of Irwindale Council Members, our fundamental duty is to serve the public good. We are committed to the principle of an efficient and professional local government. We will be exemplary in obeying the letter and spirit of Local, State and Federal laws and City policies affecting the operation of the government and in our private life. We will be independent and impartial in our judgment and actions.
We will work for the common good of the City of Irwindale community and not for any private or personal interest. We will endeavor to treat all people with respect and civility. We will commit to observe the highest standards of morality and integrity, and to faithfully discharge the duties of our office regardless of personal consideration. We shall refrain from abusive conduct, personal charges or verbal attacks upon the character or motives of others.
We will inform ourselves on public issues, listen attentively to public discussions before the body, and focus on the business at hand. We will base our decisions on the merit and substance of that business. We will be fair and equitable in all actions, claims or transactions. We shall not use our official position to influence government decisions in which we have a financial interest or where we have a personal relationship that could present a conflict of interest, or create a perception of a conflict of interest.
We shall not take advantage of services or opportunities for personal gain by virtue of our public office that are not available to the public in general. We shall refrain from accepting gifts, favors or promises of future benefit that might compromise our independence of judgment or action or give the appearance of being compromised.
We will behave in a manner that does not bring discredit or embarrassment to the City of Irwindale. We will be honest in thought and deed in both our personal and official lives.
Ultimate responsibility for complying with this Code of Ethics rests with the individual elected official. In addition to any other penalty as provided by law, violation of this Code of Ethics may be used as a basis for disciplinary action or censure of a Council Member.
These things we hereby pledge to do in the interest and purposes for which our government has been established.
Irwindale City Council
April 24, 2024
SPECIAL MEETING
1. CALL TO ORDER
2. ROLL CALL: Councilmembers: Mark A. Breceda, Manuel R. Garcia, H. Manuel Ortiz; Mayor Pro Tem Larry G. Burrola; Mayor Albert F. Ambriz
3. AB 2449 DISCLOSURES
Remote participation by a member of the legislative body for just cause or emergency circumstances
4. SPONTANEOUS COMMUNICATIONS
Spontaneous communications are limited to the special meeting agenda items only.
5. RECESS TO CLOSED SESSION
A. Conference with Labor Negotiator
Pursuant to California Government Code Section 54957.6
Agency Designated Representatives: Julian A. Miranda, City Manager; Adrian Guerra, Legal Counsel; Kambiz Borhani, Finance Director; Mary Hull, Human Resources Manager Employee Organizations: IMEA, ICEA, IPOA, and Unrepresented Employees B. Conference with Real Property Negotiator
Pursuant to California Government Code Section 54956.8
Property: Portion of 198 S. Peckham Road
(APN 8533-011-039)
Agency Negotiator: Julian A. MIranda, City Manager
Negotiating Parties: Martins Trucking
Under Negotiation: Price and terms of payment
Successor Agency Item
Property: 16249 Arrow Highway
Negotiating Parties: Marta McBride and Julian A. Miranda, City Manager Under Negotiation: Price and terms of payment
C. Conference with Legal Counsel - Existing Litigation
Pursuant to Government Code Sections 54954.5(c), 54956.9(d)(1) Name of Case: Five Points, LP vs. City of Irwindale
Case Number: 22STCV01394
April 24, 2024
D. *Conference with Legal Counsel – Existing Litigation Pursuant to California Government Code Section 54956.9
Name of Case: Mariela Isabel Avila vs. City of Irwindale Case Number: 23STCV0093
Name of Case: Robert Avila vs. City of Irwindale
Case Number: 23STCV05559
*Amended on Monday, April 22, 2024 to include Item 5D
6. RECONVENE IN OPEN SESSION
7. REPORT FROM CLOSED SESSION
8. ADJOURNMENT
REGULAR MEETING
9. CALL TO ORDER
10. PLEDGE OF ALLEGIANCE
11. INVOCATION
12. ROLL CALL: Councilmembers: Mark A. Breceda, Manuel R. Garcia, H. Manuel Ortiz; Mayor Pro Tem Larry G. Burrola Mayor Albert F. Ambriz
13. AB 2449 DISCLOSURES
Remote participation by a member of the legislative body for just cause or emergency circumstances
14. CHANGES TO THE AGENDA
15. COUNCIL MEMBER TRAVEL REPORTS
16. COUNCILMEMBER COMMENTS
17. INTRODUCTION OF NEW EMPLOYEES/PROMOTIONS
18. PROCLAMATIONS / PRESENTATIONS / COMMENDATIONS
A. San Gabriel Valley Council of Governments presentation on coyotes B. Irwindale Chamber of Commerce Quarterly Update
April 24, 2024
C. Proclamation - Autism Awareness Month
D. Proclamation - DMV/Donate Life Month
E. Proclamation - National Library Week
F. Proclamation - National Public Telecommunicators Week G. Proclamation - Denim Day
19. CONSENT CALENDAR
A. Special and Regular Minutes of the Meeting held April 10, 2024 Department: City Clerk
Recommendation: Approve
B. Warrants / Demands / Payroll
Department: Finance
Recommendation: Approve.
C. Rejection of Claim - Jenny Chavez vs. City of Irwindale Department: City Clerk
Recommendation: (1) Reject the claim of Jenny Chavez vs. City of Irwindale; and (2) Direct staff to send a letter of rejection.
D. Investment Quarterly Report for Fiscal Quarter Ending March 31, 2024.
Department: Finance
Recommendation: That the City Council, Successor Agency Board, and Housing Authority Board receive and file the Investment Quarterly Report for the fiscal quarter ending March 31, 2024.
20. SPONTANEOUS COMMUNICATIONS
This is the time set aside for members of the audience speak on items not on this agenda that are within the City Council’s subject matter jurisdiction. State law prohibits any Council discussion or action on such communications unless 1) the Council by majority vote finds that a catastrophe or emergency exists; or 2) the Council by at least four votes finds that the matter (and need for action thereon) arose within the last five days. Since the Council cannot participate (except as stated), it is requested that all such communications be made in writing to be included on the next agenda for full discussion and action
All members of the public are asked to observe the City’s Rules of Procedure and Public Meeting Decorum. The City’s Rules of Procedure and Public Meeting Decorum can be found on the City’s website, and Chapter 2.40 of the Irwindale Municipal Code. You may also contact the City Clerk’s Office for copies.
April 24, 2024
Each speaker will be limited to 3 minutes unless such time limits are extended. If a member of the public wishes to donate their time to another speaker, both persons must be physically present and in attendance of the meeting. The Presiding Officer may, in his or her discretion, extend the 3-minute time limitation for the particular subject for all speakers. Organized groups of persons wishing to address the Council on the same subject should select a spokesperson to represent the group, so as to avoid unnecessary repetition. In no event shall the total amount of speaking time for exceed 6 minutes per person for the subject under discussion.
The Council may regulate a speaker who is speaking too long or out of order, being unduly repetitious, discussing irrelevancies, or extending to items not within its subject matter jurisdiction. Please be reminded that discrimination, abusive use of profanity, unruly disruption, and violent or physically threatening conduct is discouraged. Members of the public shall not disrupt the orderly conduct of the meeting. The Presiding Officer will request that a person cease any disruptive conduct, and if not immediately stopped, will direct the person to be removed from the meeting.
Public Comments will be heard in the following order:
1: In-person attendees
2: Teleconference attendees
3: In-person and teleconference attendees who have not previously provided comments on the matter(s) being discussed by the legislative body
21. NEW BUSINESS
At this time, members of the audience may ask to be heard regarding an item on New Business.
A. Verbal Update on Irwindale Park Improvements Projects, Phases IV and V Department: Engineering
Recommendation: Receive the verbal update.
22. PUBLIC HEARINGS
At this time, members of the audience may ask to be heard regarding an item on Public Hearings.
23. CITY MANAGER’S REPORT
24. FUTURE AGENDA ITEMS REQUESTED BY COUNCIL MEMBERS
At this time, the City Council will deliberate and discuss whether these items should be placed on a future agenda. In order for any listed item to be placed on a future agenda for substantive discussion or action, the City Council must act by formal motion to direct the City Manager to place the item on a future agenda.
April 24, 2024
A. Request by Mayor Ambriz regarding the plans and visions for the Arrow Highway Corridor from Azusa Cayon Road, east to Vincent Avenue
Department: City Clerk
Recommendation: Discuss.
B. Request by Mayor Pro Tem Burrola on the Zoning Status for the Ten-Acre Site Department: Administration
Recommendation: Discuss.
C. Request by Councilmember Ortiz related to the current situation with unhoused individuals Department: City Clerk
Recommendation: Discuss.
25. ADJOURN
SUCCESSOR AGENCY TO THE IRWINDALE COMMUNITY
REDEVELOPMENT AGENCY
26. AB 2449 DISCLOSURES
Remote participation by a member of the legislative body for just cause or emergency circumstances
27. CONSENT CALENDAR
A. Regular Minutes of the Meeting held April 10, 2024
Department: City Clerk
Recommendation: Approve
B. Warrants / Demands / Payroll
Department: Finance
Recommendation: Approve.
C. Investment Quarterly Report for Fiscal Quarter Ending March 31, 2024.
Department: Finance
Recommendation: That the City Council, Successor Agency Board, and Housing Authority Board receive and file the Investment Quarterly Report for the fiscal quarter ending March 31, 2024.
28. SPONTANEOUS COMMUNICATIONS
This is the time set aside for members of the audience to speak on items not on this agenda.
Spontaneous Communications for the Successor Agency are subject to the same State prohibitions and City guidelines as cited on the City Council agenda.
29. NEW BUSINESS
April 24, 2024
At this time, members of the audience may ask to be heard regarding an item on New Business.
30. PUBLIC HEARINGS
At this time, members of the audience may ask to be heard regarding an item on Public Hearings.
31. ADJOURN
HOUSING AUTHORITY
32. AB 2449 DISCLOSURES
Remote participation by a member of the legislative body for just cause or emergency circumstances
33. CONSENT CALENDAR
A. Regular Minutes of the Meeting held April 10, 2024
Department: City Clerk
Recommendation: Approve
B. Investment Quarterly Report for Fiscal Quarter Ending March 31, 2024.
Department: Finance
Recommendation: That the City Council, Successor Agency Board, and Housing Authority Board receive and file the Investment Quarterly Report for the fiscal quarter ending March 31, 2024.
34. SPONTANEOUS COMMUNICATIONS
This is the time set aside for members of the audience to speak on items not on this agenda.
Spontaneous Communications for the Housing Authority are subject to the same State prohibitions and City guidelines as cited on the City Council agenda.
35. NEW BUSINESS
At this time, members of the audience may ask to be heard regarding an item on New Business.
A. Acquisition of Las Casitas Senior Apartment Leasehold Interest Department: Administration
Recommendation: That the Housing Authority Board authorize the Acquisition of Las Casitas Senior Apartment Leasehold Interest and adopt Resolution No. HA-2024-03-141 entitled, “A
RESOLUTION OF THE IRWINDALE HOUSING AUTHORITY APPROVING THE ACQUISITION OF THE LEASEHOLD INTEREST OF LAS CASITAS SENIOR APARTMENTS LOCATED AT 5164 AYON AVENUE
AND AUTHORIZING THE TERMINATION OF THE ATTENDANT DISPOSITION AND DEVELOPMENT
AGREEMENT AND REGULATORY AGREEMENT AND DECLARATION OF COVENANTS AND RESTRICTIONS WITH THE NORTHRIDGE GROUP, INC., AND FINDING THE ACTIONS EXEMPT FROM CEQA”
April 24, 2024
B. Presentation on Policy Change Regarding the Regulatory Agreement for the Substantial Home Rehabilitation Loan Program
Department: Administration
Recommendation: Receive presentation and provide direction to staff.
36. PUBLIC HEARINGS
At this time, members of the audience may ask to be heard regarding an item on Public Hearings.
37. ADJOURN
AFFIDAVIT OF POSTING
I, Laura M. Nieto, Chief Deputy City Clerk, certify that I caused the agenda for the regular meeting of the City Council, Irwindale Successor Agency to the Irwindale Community Redevelopment Agency and Housing Authority, to be held on April 24, 2024, be posted at the City Hall, Library, and Post Office on April 18, 2024. ______________________
Laura M. Nieto, MMC
Chief Deputy City Clerk
IRWINDALE CITY COUNCIL CHAMBERS APRIL 10, 2024
5050 N. IRWINDALE AVENUE WEDNESDAY
IRWINDALE, CALIFORNIA 91706 5:17 P.M.
The Irwindale CITY COUNCIL and HOUSING AUTHORITY met in special joint meeting at the above time and place.
ROLL CALL: Present: Councilmembers Manuel R. Garcia, H. Manuel Ortiz; Mayor Pro Tem Larry G. Burrola; Mayor Albert F. Ambriz
Absent: Councilmember Mark A. Breceda
Also Present: Julian A. Miranda, City Manager; Adrian Guerra, City Attorney; and Laura Nieto, Chief Deputy City Clerk
AB 2449 DISCLOSURES None.
SPONTANEOUS
COMMUNICATIONS None.
CONSENT CALENDAR
MOTION A motion was made by Mayor Pro Tem Burrola, seconded by Councilmember to approve the Consent Calendar. The motion was unanimously approved; Councilmember Breceda absent at the time.
ITEM NO. 4A AMENDMENT NO. 2 TO CONTRACT SERVICES AGREEMENT AMENDMENT NO. 2 WITH ITERIS, INC. FOR PROFESSIONAL DESIGN SERVICES TO CONTRACT WITH FOR RELIANCE II PHASE I OFFSITE IMPROVEMENTS PROJECT; ITERIS, INC. P-1014
The City Council approved Amendment No. 2 to Contract Services Agreement with Iteris, Inc. (Iteris) for Professional Design Services pertaining to the preparation of the Plans, Specifications, and Estimate (PS&E) for the Reliance II Phase I Offsite Improvements Project (P-1014), increasing the contract amount from $121,870.00 to $171,335.00 (an increase of $49,465.00), and a 20% project contingency in the amount of $34,267.00 was approved to cover any unforeseeable changes that may arise during design.
END OF CONSENT CALENDAR
RECESS TO At 5:21 p.m., the City Council met in Closed Session to discuss the CLOSED SESSION following:
Conference with Real Property Negotiator
Pursuant to California Government Code Section 54956.8
Property: 16124 Calle de Paseo
Agency Negotiator: Julian A. Miranda, Executive Director Parties: Valerie R. Sanchez, Leonard B. Aguayo, and Kenneth Aguayo, each as 1/3 as tenants in common
CITY COUNCIL / HOUSING AUTHORITY MINUTES APRIL 10, 2024 SPECIAL MEETING PAGE 2
Under Negotiation: Price and terms of payment
*Housing Authority Item
ACTION: Board Member Garcia declared a potential conflict of interest and did not participate in the discussion; discussion held, update provided, direction provided to staff.
Property: Las Casitas (5164 Ayon Avenue)
Parties: Northridge Group & Housing Authority
Under Negotiation: Price and terms of potential sale
ACTION: Update provided, direction provided to staff; no reportable action.
Property: 16359 Arrow Highway
Agency Negotiator: Julian A. Miranda, City Manager
Negotiating Parties: 39 Dalton Financial Ltd. Partnership Under Negotiation: Price and terms of payment
ACTION: Update provided, direction provided to staff; no reportable action.
Conference with Labor Negotiator
Pursuant to California Government Code Section 54957.6
Agency Designated Representatives: Julian A. Miranda, City Manager, Adrian Guerra, Legal Counsel, Kambiz Borhani, Finance Director, Mary Hull, Human Resources Manager
Employee Organizations: IMEA, ICEA, IPOA, and Unrepresented Employees
ACTION: Update provided to Council, direction provided; no reportable action.
Conference with Legal Counsel – Existing Litigation
Pursuant to Government Code Sections 54954.5(c), 54956.9(d)(1) Name of Case: Five Points, LP vs. City of Irwindale
Case Number: 22STCV01394
ACTION: Update provided to Council, direction provided by Council; no reportable action.
RECONVENE IN At 6:58 p.m., the City Council reconvened in Open Session.
OPEN SESSION
CITY COUNCIL / HOUSING AUTHORITY MINUTES APRIL 10, 2024 SPECIAL MEETING PAGE 3
ADJOURNMENT There being no further business to conduct, the meeting was adjourned at 6:59 p.m.
________________________________
Laura M. Nieto, MMC
Chief Deputy City Clerk
IRWINDALE CITY COUNCIL CHAMBERS APRIL 10, 2024
5050 N. IRWINDALE AVENUE WEDNESDAY
IRWINDALE, CALIFORNIA 91706 6:59 P.M.
The Irwindale CITY COUNCIL met in regular session at the above time and place.
ROLL CALL: Present: Councilmembers Manuel R. Garcia, H. Manuel Ortiz; Mayor Pro Tem Larry G. Burrola; Mayor Albert F. Ambriz
Absent: Councilmember Mark A. Breceda
Also Present: Julian A. Miranda, City Manager; Adrian Guerra, City Attorney; Theresa Olivares, Assistant City Manager; Christopher Hofford, Chief of Police; Kambiz Borhani, Director of Finance / City Treasurer; Eddie Chan, Director of Engineering / Building Official; Elizabeth Rodriguez, Public Services Director; Mary Hull, Human Resources Manager, and Laura Nieto, Chief Deputy City Clerk
PLEDGE OF
ALLEGIANCE The Pledge of Allegiance was conducted.
AB 2449 DISCLOSURES None.
CHANGES TO THE
AGENDA None.
COUNCILMEMBER
TRAVEL REPORTS None.
COUNCILMEMBER
COMMENTS None.
INTRODUCTION OF
NEW EMPLOYEES /
PROMOTIONS None.
PROCLAMATIONS /
PRESENTATIONS /
COMMENDATIONS None.
CONSENT CALENDAR
MOTION A motion was made by Councilmember Ortiz, seconded by Mayor Pro Tem Burrola, to approve the Consent Calendar. The motion was unanimously approved; Councilmember Breceda absent and
Councilmember Garcia abstaining on Item No. 20C.
ITEM NO. 20A MINUTES OF SPECIAL AND REGULAR MEETINGS OF MARCH MINUTES OF SPECIAL 27, 2024
AND REGULAR
MEETINGS OF The minutes of the special and regular meetings of March 27, 2024, MARCH 27, 2024 were approved.
CITY COUNCIL MINUTES APRIL 10, 2024
REGULAR MEETING PAGE 2
ITEM NO. 20B WARRANTS / DEMANDS / PAYROLL
WARRANTS /
DEMANDS / PAYROLL The warrants / demands / payroll were approved.
ITEM NO. 20C AWARD OF CONTRACT FOR THE IRWINDALE VETERANS AWARD OF CONTRACT MONUMENT IMPROVEMENTS PROJECT – PHASE II; P-1059
FOR THE IRWINDALE
VETERANS MONUMENT The City Council authorized the City Manager to execute a contract IMPROVEMENTS agreement between the City of Irwindale and Mariposa Landscapes, PROJECT Inc., for the Irwindale Veterans Monument Improvements Project – Phase II in the amount of $209,546.00, subject to approval as to form by the City Attorney’s Office, and a 10% project contingency in the amount of $20,955.00 was approved to cover any unforeseeable changes that may arise during design; Councilmember Garcia abstaining.
ITEM NO. 20D AWARD OF CONTRACT FOR THE DEVELOPMENT OF A SAFE AWARD OF STREETS FOR ALL (SS4A) COMPREHENSIVE SAFETY ACTION CONTRACT FOR THE PLAN; P-1060
DEVELOPMENT OF A
SAFE STREETS FOR The City Council authorized the City Manager to execute a contract ALL (SSRA) agreement between the City of Irwindale and GTS for the COMPREHENSIVE development of a Safe Streets for All (SS4A) Comprehensive Safety SAFETY ACTION Action Plan in the amount of $183,860.00, subject to approval as to PLAN; P-1060 form by the City Attorney’s Office, and a 10% project contingency in the amount of $18,386.00 was approved to cover any unforeseeable changes that may arise during design.
END OF CONSENT CALENDAR
SPONTANEOUS
COMMUNICATIONS
FRED BARBOSA Fred Barbosa requested clarification on the scope of the First Amendment.
DENA ZEPEDA Dena Zepeda stated that her rights were taken by the Council by limiting her public comments to three minutes. She also requested changing the name of the Las Casitas senior apartments to “Mayra’s Casitas” or “Ayon Casitas”.
ANONYMOUS An anonymous Spanish-speaking individual reported street vendors near the 605 freeway offramp on Ramona Boulevard in Irwindale and stated that the vendors are creating traffic issues and are littering. He requested Code Enforcement assistance to remove them from the area.
SUZANNE GOMEZ Suzanne Gomez suggested that the City’s General Plan and ordinances be developed in a manner consistent with the forefathers’ vision and asked that city land be used to benefit residents.
CITY COUNCIL MINUTES APRIL 10, 2024
REGULAR MEETING PAGE 3
CARMEN ROMAN Carmen Roman requested assistance for the Spanish speaking individual, concurred with Ms. Gomez’s statements, and reported that the air conditioning units at the modular offices that are temporarily being used by the Recreation Department are not working.
MAYOR AMBRIZ Mayor Ambriz directed that the City Manager arrange to assist the Spanish-speaking gentleman.
NEW BUSINESS
ITEM NO. 22A ACCESS GATE INTO IRWINDALE PARK
ACCESS GATE INTO
IRWINDALE PARK
DIRECTOR RODRIGUEZ Director Rodriguez presented the report.
DENA ZEPEDA Responding to questions by Dena Zepeda, Director Rodriguez advised that the City does not already have a key to the gate belonging to a neighbor of the subject property but noted that staff would work on obtaining one.
In response to an additional question from Dena Zepeda, City Attorney Guerra advised that the City would request an indemnity agreement from the homeowner to hold the City harmless. He also recommended that the other homeowners also provide keys to the City.
CARMEN ROMAN Carmen Roman suggested that any modifications made by the adjacent homeowners remain consistent.
MAYOR PRO TEM Mayor Pro Tem Burrola and Councilmember Ortiz expressed their BURROLA preference for option 1.
MOTION A motion was made by Councilmember Garcia to select option 2 as spelled out in the staff report. The motion died due to a lack of a second.
MOTION A motion was made by Mayor Pro Tem Burrola, seconded by Councilmember Ortiz, to select option 1 as shown in the staff report, where the City approves the property owner’s request to construct and install a gate in the City’s block wall in order to access Irwindale Park from their property, although the resident would be required to obtain all required permits, pay 100% of the permit and construction costs, indemnify the City of any liability, and provide the City with a copy of the key to retain in case of an emergency, and the City would not contribute toward any cost under this option. The motion was unanimously approved; Councilmember Breceda absent.
CITY COUNCIL MINUTES APRIL 10, 2024
REGULAR MEETING PAGE 4
PUBLIC HEARINGS
ITEM NO. 23A COMPREHENSIVE ZONING CODE UPDATE
COMPREHENSIVE
ZONING CODE
UPDATE
DIRECTOR SIMPSON Director Simpson presented the staff report and introduced Nick Pergakes of Interwest, who presented additional details and made a PowerPoint presentation reviewing the proposed Zoning Code update as well as changes to the Code and general updates.
OPEN At 7:41 p.m., Mayor Ambriz opened the public hearing.
PUBLIC HEARING
FRED BARBOSA Fred Barbosa stated that many cities are changing commercial zones to residential, expressed his opinion that the Reliance 2 specific plan is not the highest and best use for the property, and recommended denying it.
ROBERT DIAZ Robert Diaz requested that the proposal be returned to the Planning Commission for further review and study. He also questioned proposed zoning for the Skate Park, stated that Morada Street residents prefer to keep adjacent land as residential, indicated that the Reliance 2 site is excellent for commercial development, spoke in support of more commercial-zoned land, stated that proposed setback requirements for C3 zones are too harsh, noted that the empty pits near the freeway in commercial zones need a new definition, made other setback suggestions, recommended a 35-foot height limit on new buildings, made observations of logistics zones in Arcadia and El Monte, and requested that the Council consider codifying the rules and regulations put out by the Air Resources Board and the California Environmental Health Agency.
CARMEN ROMAN Carmen Roman spoke against buildings that exceed 50 feet in height, requested that the entire 10-acre parcel on Allen Drive be zoned for housing, spoke against C3 zones, and expressed opposition to developing housing units above commercial units. She also questioned the cancellation of several Planning Commission meetings recently.
SUZANNE GOMEZ Suzanne Gomez commended staff and the consultant for drafting a comprehensive report. She stressed the need to receive additional input from the Council and the public, stated that the General Plan needs work, noted that an environmental justice element was not addressed in the zoning ordinance, questioned whether specific plans are appropriate for the City, expressed her belief that decisions should be made by the Council and not by staff and that more commercial zones should be designated, spoke on her setback preferences, stated that buildings should not measure higher than 40
CITY COUNCIL MINUTES APRIL 10, 2024
REGULAR MEETING PAGE 5
feet, opposed residential units situated above businesses, and requested that the report be further enhanced.
FRED BARBOSA Responding to a question by Fred Barbosa, City Manager Miranda advised that 10 acres within the 36-acre land between Allen and Vincent belong to the City.
DENA ZEPEDA Dena Zepeda stated her understanding that state mandates are not law, mentioned that the Council is not listening to residents, and suggested that the matter be returned to the Planning Commission for further consideration.
CLOSE There being no further speakers, Mayor Ambriz closed the public PUBLIC HEARING hearing at 8:16 p.m.
MAYOR PRO TEM Mayor Pro Tem Burrola stated that the General Plan and the Zoning BURROLA Code need to “combine” and requested postponing the matter.
COUNCILMEMBER Councilmember Ortiz agreed that land proposed for light industrial ORTIZ should be zoned for commercial and that the maximum building height be set at 40 feet. He also questioned the need for specific plans since, in his opinion, they limit the authority that the Council has to determine whether an environmental impact report (“EIR”) is required for a development, to which Director Simpson explained that a specific plan applies to a particular area to be developed with its own zoning code due to a unique aspect of the area. She then noted that there are currently three specific plans in the city: City of Hope, Reliance 2, and the Park at Live Oak. She further noted that some are mostly consistent with the zoning code, though there do exist minor differences.
Responding to additional questions from Councilmember Ortiz, Director Simpson noted that the City of Hope specific plan includes and EIR. Duarte, the lead city, adopted the specific plan for this project and certified its EIR, after which it was brought to the Irwindale Council, which also adopted the specific plan and certified the EIR.
She added that an EIR has also been prepared for the Park at Live Oak project, and that it is available online. She also added that the Reliance 2 project did not have an EIR conducted since it went through an initiative process and was approved by voters.
Councilmember Ortiz asked Director Simpson if she recommended the specific plan, to which she advised that developers could request to have specific plans for sites that have unique characteristics, though the Council is not obligated to approve it. She added that details in the specific plan are reviewed by the Planning Commission which then makes a recommendation to the City Council.
Councilmember Ortiz expressed concern over businesses that expand their operations, creating more adverse effects on the
CITY COUNCIL MINUTES APRIL 10, 2024
REGULAR MEETING PAGE 6
environment, yet remain under the conditions of the original CUP, to which Director Simpson noted that some businesses operate in legal, non-conforming status, and advised that businesses looking to expand would be required to comply with the current code. For example, if a site has a CUP and a new business moves in, the business representatives would need to sign an affidavit of acceptance and conditions of approval so that they could operate in compliance. If businesses wish to expand, the related CUP would be addressed by the Planning Commission and, if the business operates outside its CUP or business license requirements, Code Enforcement staff would take action against the business.
Councilmember Ortiz noted that there is not much information in the new code that relates to truck parking yards, to which Director Simpson indicated that the section was not changed and that these types of businesses would still require CUP’s.
Councilmember Ortiz reiterated his desire to mitigate environmental impacts from businesses and for staff to look into the concerns raised by the Council and the members of the public and take back to the Planning Commission, if necessary.
COUNCILMEMBER Councilmember Garcia stated that safety zones could help prevent GARCIA undesirable effects on the City. He suggested remitting the matter back to the Planning Commission for more input and details, particularly for commercial areas.
REOPEN At 8:31 p.m., Mayor Ambriz reopened the public hearing.
PUBLIC HEARING
FRED BARBOSA Fred Barbosa suggested requiring a full EIR of the Reliance 2 pit before allowing the work to expand.
CLOSE There being no additional speakers, Mayor Ambriz closed the public PUBLIC HEARING hearing at 8:32 p.m.
MAYOR PRO TEM Mayor Pro Tem Burrola requested that this issue be reverted back to BURROLA the Planning Commission, and that it also analyze block wall height requirements, building height requirements, dust mitigation measures, setback requirements, and potentially auto demolition.
SENIOR PLANNER In reply to a comment by Mayor Pro Tem Burrola, Senior Planner JONES Jones advised that there are no current plans to rezone Alpha Street.
MAYOR PRO TEM Mayor Pro Tem Burrola stated that he does not want auto demolition BURROLA businesses in the City anymore, and that auto dismantling companies that move out of the City should not be replaced by others. He also asked for staff to address setback requirements, to which Senior Planner Jones responded by discussing the setback requirements for attached vs. detached structures.
CITY COUNCIL MINUTES APRIL 10, 2024
REGULAR MEETING PAGE 7
Mayor Pro Tem Burrola stated that a developer recently built homes with setbacks that do not comply with codes.
OPEN At 8:39 p.m., Mayor Ambriz opened the public hearing.
PUBLIC HEARING
VIRGINIA DIAZ Virginia Diaz stated that residents live in a wonderful city and that smog and traffic issues have been greatly reduced. She opposed any type of building that would create dust issues along Allen Drive.
MIGUEL VIRGEN Miguel Virgen stated that the City plans on creating a new Library and asked whether the 40-foot height limit for buildings would apply to public and commercial entities, to which Director Simpson advised that the code is being proposed to change to “public” and “semipublic” buildings instead of “commercial” and “industrial”. She added that M1 has a height limit of 35 feet and M2 has no height limit, which staff is proposing changing.
CLOSE There being no additional speakers, Mayor Ambriz closed the public PUBLIC HEARING hearing at 8:43 p.m.
MOTION A motion was made by Mayor Pro Tem Burrola, seconded by Councilmember Ortiz, to return this item to the Planning Commission so that it could address the comments and concerns raised during the public hearing. The motion was unanimously approved;
Councilmember Breceda absent.
CITY MANAGER’S
REPORT
CITY MANAGER City Manager Miranda reported the following:
MIRANDA
1) The Renaissance Pleasure Fair will be held weekends at the Santa Fe Dam through May 19; expect increased traffic near the main entrance.
2) An emergency preparedness workshop has been scheduled for April 13.
3) He also provided information regarding upcoming Senior Center events.
FUTURE AGENDA
ITEMS REQUESTED
BY COUNCIL MEMBERS
MAYOR PRO TEM Responding to a concern from Mayor Pro Tem Burrola regarding nonBURROLA functioning air conditioners at the mobile modulars that are temporarily being used for Recreation Department functions, City Manager Miranda advised that staff is aware of the issue and is working on procuring a generator to make sure it supplies sufficient
CITY COUNCIL MINUTES APRIL 10, 2024
REGULAR MEETING PAGE 8
power to both modulars and added that he would provide an update to the Council tomorrow.
MAYOR AMBRIZ Mayor Ambriz requested placing an item on the agenda to discuss the City’s vision and plans for Arrow Highway between Azusa Canyon Road and Vincent Avenue.
MAYOR PRO TEM Mayor Pro Tem Burrola also requested to place a matter on a future BURROLA agenda to discuss the 10-acre site on Allen Drive.
CITY MANAGER City Manager Miranda requested clarification regarding Mayor Pro MIRANDA Tem Burrola’s request, to which Mayor Pro Tem Burrola indicated that he is seeking discussion regarding the size of land reserved for housing at the Allen Drive site.
COUNCILMEMBER Councilmember Ortiz requested a status update on the plans from ORTIZ the San Gabriel Riverbed Working Group, comprised by officials from the cities of Irwindale, Duarte, and Azusa, to address homelessness.
He also requested that canopies be installed at Jardin de Roca Park to provide shade to the seniors that participate in Senior Center programs on Wednesdays from 8:30 am until approximately 11:30 a.m.
ITEM NO. 25A REQUEST BY MAYOR PRO TEM BURROLA REGARDING SOLAR
REQUEST BY MAYOR PANEL INSTALLATION AT AQUATICS CENTER
PRO TEM BURROLA
REGARDING SOLAR
PANEL INSTALLATION
AT AQUATICS CENTER
MAYOR PRO TEM Mayor Pro Tem Burrola asked about the feasibility of installing solar BURROLA panels at the bleacher area of the pool to help lower electricity costs, to which City Manager Miranda advised that staff would provide a verbal report at the next meeting. He also noted that a concern was raised about a large payment issued recently to Southern California Edison and clarified that the payment encompasses two months of electricity at all city facilities, not just one.
ADJOURNMENT There being no further business to conduct, the meeting was adjourned at 8:56 p.m.
________________________________
Laura M. Nieto, MMC
Chief Deputy City Clerk
Accounts Payable
User:
Printed:
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4/18/2024 2:40 PM
Checks by Date - Summary by Check Number
Check No Vendor No Vendor Name Check Date Check Amount
101350 AMERIFID American Fidelity Assurance 04/04/2024 9,790.28 101351 AT&T02 AT & T 04/04/2024 69.65
101352 Ayala01 Leonor Ayala 04/04/2024 582.00
101353 AZUSALW Azusa Light & Water 04/04/2024 603.26
101354 CALIFO02 California American Water 04/04/2024 1,456.63 101355 CHARTE01 Charter Communications 04/04/2024 463.03 101356 EVANS02 Gloria Evans 04/04/2024 225.00
101357 FLORE01 Karla Flores 04/04/2024 560.00
101358 GARCIA03 Manuel Garcia 04/04/2024 485.71
101359 GATTO01 Rudy Gatto 04/04/2024 28.94
101360 SOUTHE17 Golden State Water Company 04/04/2024 1,374.02 101361 GOVER01 Governmentjobs.com,Inc. 04/04/2024 5,485.63 101362 LANCES Lance, Soll & Lunghard LLP 04/04/2024 7,500.00 101363 LOPEZJ01 Jade Lopez 04/04/2024 50.00
101364 LUNA02 Manuel Luna 04/04/2024 4,000.00
101365 MIRAND25 Blanche V. Miranda 04/04/2024 390.00
101366 OPTUM01 OptumRx, Inc. 04/04/2024 18,846.31
101367 OSTERH01 Delfina Osterheim 04/04/2024 115.79
101368 PAIK01 Sumako Paik 04/04/2024 180.00
101369 PYROSP Pyro-Spectaculars, Inc. 04/04/2024 17,675.00 101370 RICOH02 Ricoh USA, Inc 04/04/2024 1,673.13
101371 GASCOM SoCalGas 04/04/2024 3,855.20
101372 TORR12 Elisa Torres 04/04/2024 7.50
101373 VALLEY01 Valley County Water District 04/04/2024 6,458.68 101374 WAGONER Pamela Wagoner 04/04/2024 585.00
101375 CALIFO56 California State Disbursement Unit 04/04/2024 604.15 101376 CALIFO57 California State Disbursement Unit 04/04/2024 143.07 101377 FRANC06 Franchise Tax Board 04/04/2024 467.40
101378 LOSANG31 Los Angeles County Sheriff's Dept. 04/04/2024 290.44 101379 AMBR01 Ann Ambriz 04/08/2024 300.00
101380 JARAMI05 Gilbert Jaramillo 04/08/2024 300.00
101381 MIRAND07 Arline Miranda 04/08/2024 300.00
101382 MIRAN10 Julian Miranda 04/08/2024 300.00
101383 TAPIA04 Janell Tapia 04/08/2024 90.00
101384 ZEPEDA04 Dena Zepeda 04/08/2024 300.00
Report Total (35 checks): 85,555.82
AP Checks by Date - Summary by Check Number (4/18/2024 2:40 PM) Page 1
Accounts Payable
User:
Printed:
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4/18/2024 2:41 PM
Checks by Date - Summary by Check Number
Check No Vendor No Vendor Name Check Date Check Amount
101386 ABRA01 Julver Abram 04/11/2024 880.42
101387 ALLIAN Alliant Insurance Services, Inc. 04/11/2024 4,057.00 101388 ALLIAN02 Alliant Insurance Services, Inc.- Irvine Main 04/11/2024 297.00 101389 AMAZON1 Amazon Capital Services, Inc. 04/11/2024 715.51 101390 AMERIC34 American Fidelity Assurance Co 04/11/2024 5,767.30 101391 ALVARE06 Mariela Avila 04/11/2024 220.50
101392 BENI01 Cristal Torres Benitez 04/11/2024 1,105.00 101393 BRINK02 Adriana Brinko 04/11/2024 75.00
101394 BURROL08 Larry Burrola 04/11/2024 139.36
101395 SANGAB11 California Newspapers Partnership 04/11/2024 8,627.63 101396 CARLS01 Cory Carlson 04/11/2024 300.00
101397 CONCE01 Concentra 04/11/2024 1,215.00
101398 GALLO01 Trystina Gallo 04/11/2024 300.00
101399 HOYEN Noelle Hoye 04/11/2024 1,120.00
101400 PADILLAM Melissa Marez 04/11/2024 217.91
101401 WILL01 April Williams 04/11/2024 460.00
101402 MART02 Nancy Martinez 04/11/2024 75.00
101403 NAVARR04 Humberto Navarro Jr. 04/11/2024 200.00
101404 NG01 Carol Ng 04/11/2024 13.50
101405 PETTYC02 City of Irwindale-Rec Petty Cash 04/11/2024 467.94 101406 PURCHA Purchase Power 04/11/2024 2,030.00
101407 SECRET01 Secretary of State 04/11/2024 40.00
101408 SIERRA01 Sierra Chevrolet 04/11/2024 145.00
101409 SCE02 Southern California Edison 04/11/2024 36,556.85 Report Total (24 checks): 65,025.92
AP Checks by Date - Summary by Check Number (4/18/2024 2:41 PM) Page 1
Accounts Payable
User:
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4/18/2024 2:37 PM
Checks by Date - Summary by Check Number
Check No Vendor No Vendor Name Check Date Check Amount
101411 AFFEK01 Affektive Software LLC 04/24/2024 1,514.04 101412 ALLCI01 All City Management Services, Inc 04/24/2024 998.10 101413 AMAZON1 Amazon Capital Services, Inc. 04/24/2024 2,957.29 101414 DF01 Anselmo Ryan Angulo 04/24/2024 200.00
101415 ARC03 ARC Document Solutions, Inc. 04/24/2024 967.81 101416 ATHENS Athens Services 04/24/2024 6,049.43
101417 AZUSAP01 Azusa Plumbing Supply 04/24/2024 149.94 101418 B&BTIR B & B Tires Service 04/24/2024 95.00
101419 BAKER01 Baker & Taylor Books 04/24/2024 77.07
101420 MIJACA Balcon Holdings, Inc. 04/24/2024 317.00
101421 BARNEY Barney's Locksmith Service 04/24/2024 281.85 101422 CALBLE Cal Blend Soils, Inc. 04/24/2024 529.75
101423 CALIFO42 California Building Standards 04/24/2024 554.40 101424 CALI12 California Consulting Inc. 04/24/2024 4,500.00 101425 SANGAB11 California Newspapers Partnership 04/24/2024 4,098.12 101426 CALI20 California Waters 04/24/2024 1,462.78
101427 CDW01 CDW Government 04/24/2024 650.86
101428 CHRISN01 Chris Nelson & Associates, Inc. 04/24/2024 13,830.00 101429 CINTAS Cintas Corporation #693 04/24/2024 457.43 101430 BALDWI02 City of Baldwin Park 04/24/2024 525.00
101431 CONCE01 Concentra 04/24/2024 916.00
101432 COSTA01 Costar Realty Information, Inc. 04/24/2024 420.00 101433 COUNTY04 County of Los Angeles 04/24/2024 11,747.27 101434 CRAFT01 Craftwater Engineering, Inc. 04/24/2024 20,194.00 101435 CSG01 CSG Consultants 04/24/2024 9,450.00
101436 CUMMINS Cummins-Allison Corp 04/24/2024 240.96
101437 CWA01 CWA AIA, Inc 04/24/2024 57,037.35
101438 DAVIDE David Evans & Associates Inc 04/24/2024 797.00 101439 ECORP01 ECORP Consulting, Inc. 04/24/2024 22,767.74 101440 BATE01 Elior Inc. 04/24/2024 4,232.80
101441 ENVIRO05 Environmental Science Associates (ESA) 04/24/2024 13,154.50 101442 FAST02 Fast Response On-Site Testing 04/24/2024 1,000.00 101443 FCG01 FCG Consultants Inc. 04/24/2024 5,172.65
101444 FEDEX FedEx 04/24/2024 32.33
101445 FLOCK01 Flock Group, Inc 04/24/2024 49,400.00
101446 GARDEN Garden View 04/24/2024 352.52
101447 GARVEY Garvey Equipment Co 04/24/2024 224.84
101448 GREAT10 Great Western Recreation, LLC 04/24/2024 725.33 101449 Harvey Harvey Consulting Group, Inc. 04/24/2024 5,400.00 101450 HDL01 Hdl Software, LLC 04/24/2024 34.56
101451 HINDER Hinderliter, De Llamas & Assoc 04/24/2024 300.00 101452 IMPE01 Imperial County Office of Education 04/24/2024 4,335.93 101453 INTER01 Interwest Consulting Group 04/24/2024 2,972.50 101454 IRWIND21 Irwindale Hand Wash & Auto Detail 04/24/2024 814.70 101455 ITERIS Iteris, Inc. 04/24/2024 1,520.00
101456 KIML01 Kimley-Horn and Associates, Inc. 04/24/2024 30,807.50 101457 LANCES Lance, Soll & Lunghard LLP 04/24/2024 6,096.00 AP Checks by Date - Summary by Check Number (4/18/2024 2:37 PM) Page 1
Check No Vendor No Vendor Name Check Date Check Amount
101458 LEXISN LexisNexis Risk Solutions 04/24/2024 151.50 101459 LSA01 LSA Associates, Inc. 04/24/2024 1,147.50
101460 MIDAS Manuel C Muratalla 04/24/2024 1,380.19
101461 MARIPO Mariposa Landscapes, Inc. 04/24/2024 9,411.72 101462 MEJIA05 Jaime Emmanuel Mejia 04/24/2024 77.00
101463 NOVA01 Nova Geotechnical & Inspection Services - SoCal 04/24/2024 60,186.25 101464 OFFICE03 ODP Business Solutions, LLC 04/24/2024 1,183.11 101465 ORKINP Orkin 04/24/2024 150.00
101466 OVER01 OverDrive, Inc. 04/24/2024 2,000.00
101467 PERF03 Performance Elevator Contractors, Inc. 04/24/2024 740.00 101468 PLUM01 Plump Engineering, Inc. 04/24/2024 525.00 101469 PROPRINT Pro Printing, Inc. 04/24/2024 75.00
101470 PSYCHO01 Psychological Consulting Associates, Inc 04/24/2024 462.00 101471 RIGHT01 Right of Way, Inc. 04/24/2024 2,458.84
101472 SIMG01 Simgel Co. Inc 04/24/2024 377,396.64
101473 STGEO01 St. George's Medical Clinic 04/24/2024 745.00 101474 STATEO01 State Of California 04/24/2024 288.00
101475 LEES01 Chad A. Streelman 04/24/2024 132.30
101476 TUTOR01 Tutor.com 04/24/2024 2,000.00
101477 UNITED11 United Site Services of CA Inc 04/24/2024 589.50 101478 VISTA01 Vista Paint Corporation 04/24/2024 19.34 101479 WALT01 Walters Wholesale Electric Co. 04/24/2024 1,320.98 101480 WESTCO05 West Coast Arborists, Inc. 04/24/2024 2,631.30 101481 HDSUP01 WHITE CAP, L.P. 04/24/2024 67.80
101482 YTIRES Y Tire Sales 04/24/2024 30.00
Report Total (72 checks): 755,531.32
AP Checks by Date - Summary by Check Number (4/18/2024 2:37 PM) Page 2
Item #19.C.
Date: April 24, 2024
To: Honorable Mayor and Members of the City Council
From: Julian A. Miranda, City Manager
Issue: Rejection of Claim - Jenny Chavez vs. City of Irwindale City Manager's Recommendation:
(1) Reject the claim of Jenny Chavez vs. City of Irwindale; and (2) Direct staff to send a letter of rejection.
Administrative Action:
Reviewed by:
Adrian R. Guerra, City Attorney
Approved by:
Julian A. Miranda, City Manager
Background and Analysis:
On April 8, 2024, the City received a claim for damages from claimant Jenny Chavez. Claimant Chavez alleges that while her vehicle was parked at 16014 Adelante Street in Irwindale, a tree branch fell, striking her vehicle and causing dents and paint damage.
The claim was reviewed by the City’s claims adjuster, Carl Warren & Co., who has recommended the rejection of the claim. Their recommendation is made on the basis that the City does not own, control, or maintain the tree involved in this loss. The tree is located on private property and not within the City's right-of-way. Accordingly, staff is recommending that the City Council reject the claim and direct staff to send a standard letter of rejection. Alternatively, the City Council may direct the City Manager to negotiate resolution of the claim.
Fiscal Impact:
None
Attachments:
1. Claim - Chavez Jenny_Redacted
2. Chavez, Jenny - Photos
3
5
7
9
11
Item #19.D.
Date: April 24, 2024
To: Honorable Mayor and Members of the City Council
From: Julian A. Miranda, City Manager / Executive Director Issue: Investment Quarterly Report for Fiscal Quarter Ending March 31, 2024.
City Manager's Recommendation:
That the City Council, Successor Agency Board, and Housing Authority Board receive and file the Investment Quarterly Report for the fiscal quarter ending March 31, 2024.
Administrative Action:
Prepared, Submitted and Reviewed by:
Kambiz Borhani, Finance Director / City Treasurer
Approved by:
Julian A. Miranda, City Manager
Background and Analysis:
California Government Code Section 53646 requires that the City Treasurer submit a quarterly report of investments (Investment Report) to the City Council/Board Members for review and compliance with the City’s adopted investment policy (City’s Investment Policy).
The attached Investment Report summarizes the cash balances and investments as of March 31, 2024, for each agency. The City of Irwindale’s balances include investments of all funds of the City and its agencies, which are pooled to maximize the interest yield. The cash balances in the general and money market accounts also include all funds of the City and its agencies, which also earn interest on the pooled cash balances. All investments comply with the City’s Investment Policy.
As previously noted, all funds held by the City, Successor Agency, Housing Authority, and Reclamation Authority are pooled to maximize interest yields. The Reclamation Authority
Board is not scheduled to meet again until June 26, 2024. Therefore, this same Investment Report will be included in the Reclamation Authority’s Agenda for that meeting for review by the Reclamation Authority Board as well.
Fiscal Impact:
There is no fiscal impact to receive and file this report.
Attachments:
1. City of Irwindale Investment Report – March 31, 2024
PAR VALUE /
ORIGINAL
COST
CURRENT
YIELD TO
MATURITY
PURCHASE
DATE
MATURITY
DATE
MKT VALUE /
ENDING
BALANCE
INVESTMENT
RATINGS
CITY OF IRWINDALE (POOLED - ALL FUNDS, INCLUDING RECLAMATION AUTHORITY) BMO & WF GENERAL ACCOUNTS 4,923,600 $ 2.01% 4,923,600 $ WF MONEY MARKET ACCOUNT 510,747 $ 5.20% 510,747 $
LOCAL AGENCY INVESTMENT FUND (LAIF) 25,975,347 $ 25,824,464 $
US GOVERNMENT AGENCIES
FEDERAL HOME LN BKS CONS BD (FHLB) $ 0.52% 07/28/21 01/28/25 4,810,545 5,000,000 $ Aaa / AA+ FEDERAL FARM CR BKS CONS SYSTEMWIDE (FFCB) 5,000,000 0.58% 06/23/21 06/23/25 4,738,651 Aaa / AA+ FEDERAL FARM CR BKS CONS SYSTEMWIDE (FFCB) 3,000,000 0.90% 06/15/21 06/15/26 2,756,799 Aaa / AA+ FEDERAL HOME LN BKS CONS BD (FHLB) 5,000,000 1.00% 06/30/21 06/26/26 4,609,499 Aaa / AA+ FEDERAL HOME LN BKS CONS BD (FHLB) 5,000,000 0.50% 06/30/21 06/30/26 4,616,574 Aaa / AA+ FEDERAL FARM CR BKS CONS SYSTEMWIDE (FFCB) 5,000,000 0.87% 07/28/21 07/28/26 4,571,136 Aaa / AA+ FEDERAL HOME LOAN BANK (FHLB) 5,000,000 0.50% 07/29/21 07/29/26 4,620,738 Aaa / AA+ FEDERAL HOME LOAN BANK (FHLB) 1,000,000 3.42% 08/29/22 11/15/24 974,214 Aaa / AA+ FEDERAL HOME LOAN BANK (FHLB) 1,000,000 3.45% 08/29/22 12/27/24 971,320 Aaa / AA+ FEDERAL HOME LOAN BANK (FHLB) 1,000,000 3.28% 08/29/22 02/22/27 926,641 Aaa / AA+ FEDERAL HOME LOAN BANK (FHLB) 2,000,000 5.25% 10/20/23 10/18/28 2,000,249 Aaa / AA+ FEDERAL HOME LOAN BANK (FHLB) 1,000,000 5.26% 11/28/23 08/28/24 980,773 Aaa / AA+ FEDERAL HOME LOAN BANK (FHLB) 1,000,000 5.23% 11/28/23 10/11/24 1,001,581 Aaa / AA+ FEDERAL FARM CREDIT Bank (FFCB) 1,000,000 4.94% 11/28/23 07/28/25 999,500 Aaa / AA+ FEDERAL HOME LOAN BANK (FHLB) 1,000,000 5.04% 12/13/23 09/20/27 1,002,784 Aaa / AA+ FEDERAL HOME LOAN MORTGAGE CORPORATION (FHLMC) 1,000,000 5.22% 12/13/23 11/15/28 1,001,832 Aaa / AA+ FEDERAL HOME LOAN BANK (FHLB) 1,000,000 4.91% 12/18/23 12/12/28 997,962 Aaa / AA+ FEDERAL HOME LOAN BANK (FHLB) 1,000,000 5.29% 12/21/23 12/21/28 1,000,257 Aaa / AA+ FEDERAL HOME LOAN MORTGAGE CORPORATION (FHLMC) 1,000,000 4.30% 02/05/24 01/30/29 988,090 Aaa / AA+ Sub-Total US Government Agencies: $ 43,569,144 46,000,000 $
MUNICIPAL BONDS
CALIFORNIA STATE TAXABLE 1,000,000 $ 3.35% 08/30/22 04/01/24 1,000,000 $ Aa2 / AABAY AREA CALIFORNIA TOLL AUTHORITY 1,000,000 3.50% 08/30/22 04/01/25 973,230 Aa3 / AA CALIFORNIA STATE TAXABLE 1,000,000 4.30% 01/09/23 10/01/26 1,023,544 Aa2 / AACOAST COMMUNITY COLLEGE DISTRICT CALIFORNIA 1,000,000 4.22% 02/09/23 08/01/26 948,422 Aa1 / AA+ CALIFORNIA STATE TAXABLE 2,000,000 4.00% 04/26/23 04/01/28 1,934,771 Aa2 / AAUNIVERSITY OF CALIFORNIA 1,000,000 3.90% 05/17/23 05/15/27 906,946 Aa2 / AA CITY OF LOS ANGELES 2,190,000 4.85% 09/28/23 09/01/28 1,949,211 Aa2 / AA CALIFORNIA HEALTH FACILITIES FINANCING AUTHORITY 1,600,000 4.69% 12/01/23 06/01/28 1,480,216 Aa3 / AACALIFORNIA STATE UNIVERSITY 2,000,000 4.45% 12/08/23 11/01/28 1,758,130 Aa2 / AA SAN DIEGO CALIFORNIA TAXABLE BONDS 1,320,000 4.79% 01/11/24 06/01/27 1,280,529 A / A2 WEST CONTRA COSTA CALIFORNIA SCHOOL DISTRICT 1,000,000 4.10% 01/18/24 08/01/27 905,796 Aa2 / AA SAN DIEGO CALIFORNIA TAXABLE BONDS 1,000,000 4.78% 01/11/24 06/01/28 967,886 A / A2 ALAMEDA COUNTY CALIFORNIA TAXABLE BONDS 1,000,000 4.05% 01/18/24 08/01/28 963,135 Aaa / AAA SAN JOSE REDEVELOPMENT AGENCY TAXABLE 1,390,000 4.36% 02/12/24 08/01/28 1,309,039 AA/AA+ Sub-Total Municipal Bonds: $ 17,400,854 18,500,000 $
CORPORATE BONDS
WELLS FARGO & COMPANY 2,000,000 $ 6.25% 10/21/22 10/21/27 1,992,871 $ A1 / BBB+ TOYOTA MOTOR CREDIT CORPORATION 1,000,000 5.00% 11/10/22 10/16/25 937,339 A1 / A+ WELLS FARGO & COMPANY 1,000,000 6.41% 12/14/23 05/19/25 992,390 A1 / BBB+ JP MORGAN CHASE BANK 1,000,000 6.05% 12/14/23 12/10/25 972,025 A1 / ABANK OF AMERICA CORPORATION 2,000,000 5.08% 12/19/23 01/20/27 1,990,351 A1 / AAPPLE, INC. 1,500,000 4.25% 02/02/24 02/08/26 1,449,377 Aaa / AA+ APPLE, INC. 1,500,000 4.10% 02/02/24 02/08/27 1,391,751 Aaa / AA+ MICROSOFT CORPORATION 1,000,000 4.30% 02/06/24 09/15/26 968,858 Aaa / AAA INTEL CORPORATION 1,000,000 4.40% 02/06/24 05/11/27 950,582 A2 / A WALMART, INC 1,000,000 4.25% 02/12/24 04/15/28 980,270 Aa2 / AA 3M COMPANY 1,000,000 4.80% 02/12/24 09/14/28 948,222 A1 / BBB+ $ 13,574,036 14,000,000 $
CERTIFICATES OF DEPOSIT
JP MORGAN CHASE BANK 245,000 $ 3.40 % 08/31/22 08/30/24 $ FDIC Insured 243,022 APEX BANK 245,000 3.153 % 08/31/22 08/30/24 242,789 FDIC Insured UBS BANK USA 245,000 3.40 % 08/31/22 09/02/25 239,677 FDIC Insured AMERICAN EXPRESS NATIONAL BANK 245,000 3.35 % 08/31/22 09/02/25 239,505 FDIC Insured COMMUNITY BANK OF THE BAY 245,000 3.50 % 08/31/22 08/31/27 237,163 FDIC Insured CAPITAL ONE BANK USA 245,000 3.45 % 08/31/22 08/31/27 236,752 FDIC Insured CAPITAL ONE NATIONAL ASSN VA 245,000 3.45 % 08/31/22 08/31/27 236,752 FDIC Insured ALLY BANK 245,000 3.35 % 09/01/22 09/01/26 237,102 FDIC Insured SYNCHRONY BANK 245,000 3.45 % 09/02/22 09/02/27 236,752 FDIC Insured MEDALLION BANK 245,000 3.25 % 09/07/22 09/08/25 239,118 FDIC Insured DR BANK 245,000 3.60 % 09/09/22 09/09/26 238,498 FDIC Insured MORGAN STANLEY BANK 245,000 3.45 % 09/09/22 09/09/27 236,753 FDIC Insured MORGAN STANLEY BANK 245,000 3.45 % 09/09/22 09/09/27 236,753 FDIC Insured TRADITIONAL CAPITAL BANK 245,000 3.30 % 09/14/22 03/13/26 237,849 FDIC Insured PONCE BANK 245,000 3.35 % 09/14/22 09/14/27 235,991 FDIC Insured FIRST NATIONAL BANK 245,000 3.45 % 09/19/22 09/20/27 236,795 FDIC Insured FIRST WESTERN TRUST BANK 245,000 4.55 % 01/06/23 01/06/28 245,007 FDIC Insured PARK STATE BANK 245,000 4.45 % 07/19/23 07/19/28 252,289 FDIC Insured DISCOVER BANK 245,000 4.55 % 07/19/23 07/17/28 253,416 FDIC Insured COMENITY CAPITAL BANK 245,000 4.45 % 07/26/23 07/26/28 246,179 FDIC Insured FIDELITY CO-OPERATIVE BANK 245,000 5.25 % 07/28/23 07/28/28 245,191 FDIC Insured BANK HAPOALIM BM NY 245,000 5.30 % 11/20/23 05/20/25 245,599 FDIC Insured BANK OF AMERICA, N.A. 245,000 5.30 % 11/22/23 11/24/25 246,503 FDIC Insured SAUK VALLEY BANK & TRUST 245,000 5.00 % 11/22/23 11/24/25 245,302 FDIC Insured BMW BANK NORTH AMERICA 245,000 4.90 % 11/17/23 11/17/28 250,945 FDIC Insured TRUSTAR BANK 245,000 4.75 % 11/22/23 11/22/28 249,518 FDIC Insured STATE BANK INDIA 245,000 5.00 % 11/24/23 11/24/28 255,180 FDIC Insured HENDERSON STATE BANK 245,000 5.00 % 11/28/23 11/28/25 245,513 FDIC Insured Sub-Total Certificates of Deposit: $ 6,791,911 6,860,000 $ Total City of Irwindale Investments (Pooled Funds) $ 112,594,755 116,769,694 $ HOUSING AUTHORITY (Funds 11 & 12)
BMO & WF GENERAL ACCOUNTS 1,604,718 $ 2.01% 1,604,718 $ LOCAL AGENCY INVESTMENT FUND (LAIF) 5,882,564 0.00% 5,848,394 $ $ 7,453,111 7,487,282 $
SUCCESSOR AGENCY (Funds 50-66)
BMO & WF GENERAL ACCOUNTS 1,013,622 $ 2.01% 1,013,622 $ BANK OF THE WEST MONEY MARKET ACCOUNT 0 0
LOCAL AGENCY INVESTMENT FUND (LAIF) 6,931,597 0.00% 6,891,333 $ $ 7,904,955 7,945,219 $
GRAND TOTAL OF INVESTMENTS 132,202,194 $ 127,952,822 $
Approved by _____________________________________ Kambiz Borhani, Finance Director / City Treasurer This investment portfolio is in conformity with the City of Irwindale's Investment Policy which was approved by City Council on December 13, 2023.
The City Treasurer's cash management program and cash flow analysis indicates that sufficient liquidity is on hand to meet estimated future expenditures for a period of six months. The weighted average of maturity of the City's pooled investment portfolio is 1.69 years, and the weighted average yield of the City's pooled investments at cost is 2.11%. Market prices of securities are obtained directly through Bank Statements. Due to timing, BMO Bank (formerly known as Bank of the West) and Wells Fargo Bank ("WF") General Account balances are combined and pre-reconciled and yield rates are based on negotiated earnings credit.
INVESTMENT REPORT
March 31, 2024
CITY OF IRWINDALE
SECURITY DESCRIPTION
K. Borhani
IRWINDALE CITY COUNCIL CHAMBERS APRIL 10, 2024
5050 N. IRWINDALE AVENUE WEDNESDAY
IRWINDALE, CALIFORNIA 91706 8:56 P.M.
The Irwindale SUCCESSOR AGENCY TO THE IRWINDALE COMMUNITY REDEVELOPMENT AGENCY met in regular session at the above time and place.
ROLL CALL: Present: Councilmembers Manuel R. Garcia, H. Manuel Ortiz; Mayor Pro Tem Larry G. Burrola; Mayor Albert F. Ambriz
Absent: Councilmember Mark A. Breceda
Also Present: Julian A. Miranda, City Manager; Adrian Guerra, City Attorney; Theresa Olivares, Assistant City Manager; Christopher Hofford, Chief of Police; Kambiz Borhani, Director of Finance / City Treasurer; Marilyn Simpson, Community Development Director; Eddie Chan, Director of Engineering / Building Official; Elizabeth Rodriguez, Public Services Director; Mary Hull, Human Resources Manager, and Laura Nieto, Chief Deputy City Clerk
AB 2449 DISCLOSURES None.
CONSENT CALENDAR
MOTION A motion was made by Councilmember Ortiz, seconded by Mayor Pro Tem Burrola, to approve the Consent Calendar. The motion was unanimously approved; Councilmember Breceda absent.
ITEM NO. 28A MINUTES OF THE REGULAR MEETING HELD MARCH 27, 2024
MINUTES OF THE
REGULAR MEETING The minutes of the regular meeting held March 27, 2024, were HELD MARCH 27, 2024 approved.
END OF CONSENT CALENDAR
SPONTANEOUS
COMMUNICATIONS There were no speakers.
ADJOURNMENT There being no further business to conduct, the meeting was adjourned at 8:57 p.m.
________________________________
Laura M. Nieto, MMC
Chief Deputy City Clerk
City of Irwindale as Successor Agency to the
Irwindale Community Redevelopment Agency
Report Total (1 checks): 3,750.00
Check Date Check Amount
101385 WILLDAN Willdan Financial Services 04/08/2024 3,750.00 Accounts Payable
Checks by Date - Summary by Check Number
Check No Vendor No Vendor Name
City of Irwindale as Successor Agency to the
Irwindale Community Redevelopment Agency
Report Total (1 checks): 962.50
Check Date Check Amount
101410 ROSENO RSG Inc. 04/18/2024 962.50
Accounts Payable
Checks by Date - Summary by Check Number
Check No Vendor No Vendor Name
IRWINDALE CITY COUNCIL CHAMBERS APRIL 10, 2024
5050 N. IRWINDALE AVENUE WEDNESDAY
IRWINDALE, CALIFORNIA 91706 8:57 P.M.
The Irwindale HOUSING AUTHORITY met in regular session at the above time and place.
ROLL CALL: Present: Board Members Manuel R. Garcia, H. Manuel Ortiz; Vice Chair Larry G. Burrola; Chair Albert F. Ambriz
Absent: Board Member Mark A. Breceda
Also present: Julian A. Miranda, Executive Director; Adrian Guerra, General Counsel; Theresa Olivares, Assistant Executive Director; Christopher Hofford, Chief of Police; Kambiz Borhani, Director of Finance / City Treasurer; Marilyn Simpson, Community Development Director; Elizabeth Rodriguez, Public Services Director; Eddie Chan, Director of Engineering / Building Official; Mary Hull, Human Resources Manager, and Laura Nieto, Chief Assistant Authority Secretary
AB 2449 DISCLOSURES None.
CONSENT CALENDAR
MOTION A motion was made by Vice Chair Burrola, seconded by Board Member Ortiz, to approve the Consent Calendar. The motion was unanimously approved; Board Member Breceda absent.
ITEM NO. 34A MINUTES OF THE REGULAR MEETING HELD MARCH 27, 2024
MINUTES OF THE
REGULAR MEETING
HELD MARCH 27, 2024 The minutes of the regular meeting held March 27, 2024, were approved.
END OF CONSENT CALENDAR
SPONTANEOUS
COMMUNICATIONS None.
ADJOURNMENT There being no further business to conduct, the meeting was adjourned at 8:58 p.m.
_________________________
Laura M. Nieto, MMC
Chief Assistant Authority Secretary
Item #35.A.
Date: April 24, 2024
To: Honorable Chair and Members of the Housing Authority Board From: Julian A. Miranda, Executive Director
Issue: Acquisition of Las Casitas Senior Apartment Leasehold Interest Executive Director's Recommendation:
That the Housing Authority Board authorize the Acquisition of Las Casitas Senior Apartment Leasehold Interest and adopt Resolution No. HA-2024-03-141 entitled, “A RESOLUTION OF THE IRWINDALE
HOUSING AUTHORITY APPROVING THE ACQUISITION OF THE LEASEHOLD INTEREST OF LAS CASITAS SENIOR APARTMENTS LOCATED AT 5164 AYON AVENUE AND AUTHORIZING THE TERMINATION OF THE
ATTENDANT DISPOSITION AND DEVELOPMENT AGREEMENT AND REGULATORY AGREEMENT AND DECLARATION OF COVENANTS AND RESTRICTIONS WITH THE NORTHRIDGE GROUP, INC., AND FINDING THE ACTIONS EXEMPT FROM CEQA”
Administrative Action:
Submitted and Prepared by:
Fernando Lopez, Housing Coordinator
Reviewed by:
Adrian R. Guerra, City Attorney
Kambiz Borhani, Finance Director / City Treasurer
Approved by:
Julian A. Miranda, Executive Director
Background and Analysis:
History: IHA owns the fee interest in that certain improved real property located in the City of Irwindale, (APN. 8417-029-929) which is improved with multiple apartment buildings containing twenty-six (26) units (“Buildings”), a clubhouse building and other improvements (“Property”) and which is commonly known as Las Casitas Senior Housing Complex located at 5164 Ayon Avenue in the City of Irwindale (“Senior Housing Project”). The Senior Housing Project was developed in two phases – Phase 1 completed in 1996 consisting of 16 units (including the manager’s unit) and Phase 2 completed in 2012 consisting of 10 units. The Senior Housing Project consists of 26 residential units that, with the exception of 1 unrestricted manager’s unit, have restricted rents affordable to extremely low, very low, low and moderate income senior households. The 32,760 square foot property features landscaping, one elevator, a club house including a TV room, dining table, kitchen, internet, cable, laundry room and an outdoor covered patio area with a barbecue.
In 2011, IHA entered into that certain “Regulatory Agreement and Declaration of Covenants and Restrictions” between IHA as the fee owner and THE NORTHRIDGE GROUP, INC., a California corporation (“Tenant/Operator”) which created a leasehold interest held by Tenant/Operator recorded in September 2013 in the Los Angeles Official Records as amended by two amendments (“Lease/Regulatory Agreement”). Pursuant to the Lease/Regulatory Agreement, Tenant/Operator currently operates the Senior Housing Project.
PURCHASE OF LEASEHOLD: IHA and Tenant/Operator have negotiated for IHA to acquire the leasehold interest from Tenant/Operator. As part of the negotiation process, IHA obtained an appraisal of the leasehold interest which was conducted by Frazier Capital, a professional appraisal company and which concluded that the leasehold interest is currently valued at $1,350,000.
Pursuant to a purchase and sale agreement (“PSA”), the parties have agreed to (i) a purchase price of $900,000, and (ii) a Property Management Agreement with Tenant/Operator to manage and maintain the Senior Housing Project after the closing of the sale (“Property Management Agreement”). The sale includes all personal property used to operate the Senior Housing Project which will be transferred to IHA and all existing occupant agreements will be assigned to and assumed by IHA.
IHA has a due diligence period to inspect the Senior Housing Project and all related materials delivered to IHA. During the due diligence period, IHA, at its sole and expense, must order an inspection report from a reputable third party residential inspection company (which inspection cannot be conducted by City employees) (“Inspection Report”). Upon IHA’s review of the Inspection Report, IHA may object to any specific items raised in the Inspection Report. Any such objected items shall be subject to the mutual resolution of the parties with the matters repaired by Tenant/Operator in accordance with applicable laws (“Required Repairs”) and subject to a final inspection report. However, if the parties do not mutually agree as to objectional matters, IHA has the right to terminate the PSA.
Fidelity National Title Insurance Company will act as both the title insurer and escrow. The closing is to occur within 15 days after the Required Repairs are completed in accordance with applicable laws.
Tenant/Operator has the right to extend the closing for 30 days. At the closing, the leasehold interest held by Tenant/Operator will be terminated in the public records as evidenced by an owner’s title insurance policy showing title vested in IHA. Also as part of the closing, the parties shall also enter into
the Property Management Agreement for a term of 2 years but which is renewable by the parties. The form of the Property Management Agreement will be negotiated by the parties during the escrow period.
Tenant/Operator makes standard representations and warranties in the PSA. The costs are allocated in accordance with standard practice in Southern California with Tenant/Operator paying for the title insurance policy and the parties splitting escrow fees. All real estate taxes, rents, contracts and utilities will be prorated to the closing and security deposits shall be transferred to IHA at closing.
The PSA provides authority for the Executive Director to execute all documents to implement the transaction including authority to make modifications or amendments including extensions of time.
STAFF RECOMMENDATION AND ALTERNATIVES:
Staff recommends that the Board approve the PSA and authorize Staff to negotiate the Property Management Agreement subject to the approval of the Executive Director and IHA’s legal counsel.
However, the following alternative actions are available for the Board’s consideration:
1. Do not approve the PSA.
2. Identify changes the Board wants made to the PSA and direct the IHA’s legal counsel and staff to return with another draft.
3. Require the Property Management Agreement be brought to the Board for approval prior to execution.
Fiscal Impact:
The total cost for Irwindale Housing Authority (IHA) to acquire the leasehold interest of The Northridge Group, Inc. plus the escrow fees is $910,000 ($900,000 + $10,000). The adoption of Resolution No. HA2024-03-141 authorizes the Finance Director to: 1) transfer $910,000 from IHA's Local Agency Investment Fund (LAIF) account to Low/Mod Housing Asset Fund No. 12, and 2) release this amount to Escrow for the acquisition only.
Attachments:
1. Northridge Group, The - Disposition and Development Agreement for Las Casitas
2. Northridge Group, The - Regulatory Agreement and Declaration of Covenants and Restrictions
3. PSA for Las Casitas Housing Project-Final
4. Proposed Resolution No. HA 2024-03-141
AGREEMENT FOR PURCHASE AND SALE
OF REAL PROPERTY AND JOINT ESCROW INSTRUCTIONS
THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY AND JOINT ESCROW INSTRUCTIONS (“Agreement”) is made this ___ day of ________, 2024 (“Agreement Date”) by and between THE NORTHRIDGE GROUP, INC., a California corporation (“Seller”) and the IRWINDALE HOUSING AUTHORITY, a public entity (“Buyer”), with FIDELITY NATIONAL TITLE INSURANCE COMPANY as escrow holder and title company (“Escrow Holder” and “Title Company”).
R E C I T A L S:
A. Seller owns a leasehold interest in that certain improved real property located in the City of Irwindale, County of Los Angeles, State of California (APN. 8417-029-929) a legally described in Exhibit A attached hereto which is improved with multiple apartment buildings containing twenty-six (26) units (“Buildings”), a clubhouse building and other improvements (“Real Property”) and which is commonly known as Las Casitas Senior Housing Complex located at 5164 Ayon Avenue in the City of Irwindale. The Property also has certain fixtures and improvements as well as personal property used for its maintenance and operation.
B The leasehold interest in the Property was created in that certain “Regulatory Agreement and Declaration of Covenants and Restrictions” dated March 23, 2011 between Buyer as the fee owner and Seller as the lessee which was recorded on September 17, 2013 as Instrument No. 20131354607 in the Official Records of Los Angeles County (“Official Records”), as amended by that certain “First Amended Regulatory Agreement and Declaration of Covenants and Restrictions” dated July 10, 2013 and recorded as Instrument No. 20190534856 in the Official Records, and as amended by that certain “Second Amendment to Regulatory Agreement and Declaration of Covenants and Restrictions” dated October 18, 2018 and recorded as Instrument No. 201900554904 in the Official Records (“Lease/Regulatory Agreement”). Pursuant to the Lease/Regulatory Agreement, Seller currently operates the Housing Project. Seller’s leasehold interest is sometimes hereinafter referred to as the “Property”, Leasehold Interest” or the “Housing Project.”
C. Seller desires to sell the Leasehold Interest together with its ownership interest in the personal property to Buyer and Buyer desires to purchase same on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties hereto agree as follows:
TERMS AND CONDITIONS:
1. PURCHASE AND SALE OF LEASEHOLD INTEREST.
1.1 Property. Pursuant to the terms and conditions of this Agreement, Buyer hereby agrees to purchase from Seller and Seller agrees to sell to Buyer, the Leasehold Interest and Personal Property (as defined in Section 1.2).
1.2 Additional Property Included in Sale. In addition to the Leasehold Interest,
Seller is also selling to Buyer all of Seller's interest in all furniture, personal property, machinery, apparatus and equipment owned by Seller and currently used in the operation, repair and maintenance of the Housing Project ("Personal Property"), including the following:
(a) Seller's interest in all signs, logos, advertising trade names or styles relating to the Housing Project, if any;
(b) Seller's interest in all rental agreements with tenants who occupy all or any portion of the Housing Project;
(c) Seller's interest in any and all transferable guaranties and warranties covering all or any part of the Housing Project or Personal Property, if any; (d) Seller's interest in any and all contracts pertaining to the ownership, operation, management and/or maintenance of the Housing Project and/or Personal Property, if any; and
(e) Seller's interest in any other property, tangible or intangible, owned or held by Seller in connection with the Housing Project and/or Personal Property).
2. EFFECTIVE DATE; OPENING OF ESCROW.
2.1 Effective Date. This Agreement shall be deemed effective upon execution of this Agreement by Buyer after its approval by the Authority Board (“Effective Date”). Prior to the Housing Authority Board meeting where approval of this Agreement is on the agenda, Seller shall deliver three (3) executed copies of this Agreement to Buyer.
2.2 Opening of Escrow. Within seven (7) days of the Effective Date, the parties shall open an escrow by causing an executed copy of this Agreement to be deposited with Fidelity National Title Insurance Company (National Commercial Division) at 3237 E. Guasti Rd., Ste. 105, Ontario, CA 91761 [email protected] (909) 978-3020 with Mary Lou Adame as escrow officer (“Escrow Officer”) by causing an executed copy of this Agreement to be deposited with Escrow Holder together with the Deposit from Buyer as defined in Section 3.2 below (“Opening of Escrow”).
3. PURCHASE PRICE; DEPOSIT; PAYMENT OF PURCHASE PRICE.
3.1 Purchase Price. The purchase price for the Housing Project is Nine Hundred Thousand Hundred Dollars ($900,000) (“Purchase Price”).
3.2 Deposit. Concurrently with Opening of Escrow, Buyer shall deposit with Escrow Holder the sum of Ten Thousand Dollars ($10,000) (“Deposit”) to be held by Escrow Holder for the benefit of the parties and applied against the Purchase Price at Closing (as defined in Section
5.1) or refunded or forfeited in accordance with the terms of this Agreement.
3.3 Balance of Purchase Price. Buyer shall deposit the Purchase Price less the Deposit with Escrow Holder in Good Funds (as defined below) at least one (1) business day prior to the Closing Date.
3.4 Good Funds. All funds deposited in Escrow shall be in “Good Funds” which means a wire transfer of funds, cashier's or certified check drawn on or issued by the offices of a
financial institution located in the State of California.
4. CLOSING FUNDS AND DOCUMENTS REQUIRED FROM BUYER AND SELLER
4.1 Seller. Seller agrees that on or before 12:00 noon on the day preceding the Closing Date, Seller will deposit or cause to be deposited with Escrow Holder such funds and other items and instruments (executed and acknowledged, if appropriate) as may be necessary in order for the Escrow Holder to comply with this Agreement, including without limitation:
(a) The Quitclaim Deed in the form of Exhibit B executed and acknowledged by Seller (“Quitclaim Deed”) and such other documents as reasonably required by Title Company. (Note: If required by the Title Company for issuance of the Owner’s Title Policy, Seller shall execute a grant deed in place of the Quitclaim Deed.) (b) A Bill of Sale in the form of Exhibit C (“Bill of Sale”) executed by Seller in favor of Buyer for the Personal Property (in accordance with Section 7.6) for the Property.
(c) Two (2) copies of the Assignments and Assumption of Rental Agreements in the form of Exhibit D (“Rental Agreement Assignment”) executed by Seller for the Tenant Rental Agreements (defined in Section 7.4(a)(i)). (d) Two (2) copies of the General Contract Assignment and Assumption Agreement in the form of Exhibit E (“General Assignment”) for the Approved Contracts (as defined in Section 7.6) executed by Seller. (e) A Non-Foreign Affidavit as required by federal law. (f) Two (2) copies of such documents as required by the Title Company for the termination of the Lease/Regulatory Agreement and any related documents in the public record (“Leasehold Termination Documents”). (g) Such funds and other items and instruments as may be necessary in order for Escrow Holder to comply with this Agreement and the Title Company to issue the Owner’s Title Policy.
4.2 Buyer. Buyer agrees that on or before 12:00 noon on the date preceding the Closing Date, Buyer will deposit with Escrow Holder all additional funds and/or documents (executed and acknowledged, if appropriate) which are necessary to comply with the terms of this Agreement, including without limitation:
(a) A Preliminary Change of Ownership Statement completed in the manner required in Los Angeles County.
(b) The Certificate of Acceptance in the form attached to the Quitclaim Deed (which shall be attached to the Quitclaim Deed prior to recordation). (c) Two (2) copies of the Rental Agreement Assignment for the Tenant Rental Agreements.
(d) Two (2) copies of the General Assignment for the Housing Project.
(e) Two (2) copies of the Leasehold Termination Documents.
Such funds and other items and instruments as may be necessary in order for Escrow Holder to comply with this Agreement.
4.3 Recordation, Completion and Distribution of Documents. Escrow Holder shall confirm that any documents signed in counterpart are matching documents and shall combine the signature pages thereof so as to create fully executed documents. Escrow Holder will date all the documents (including, but not limited to, the Bill of Sale, Assignment of Rental Agreements, General Assignment and Leasehold Termination Documents) with the date of Close of Escrow. Escrow Holder will cause the Quitclaim Deed and Leasehold Termination Documents to be recorded when it can issue the Owner’s Title Policy in accordance with Section 6, and holds for the account of Buyer and Seller, respectively, the funds and items described above to be delivered to Buyer and Seller, respectively, through Escrow, less costs, expenses and disbursements chargeable to Seller pursuant to the terms hereof. Promptly following Close of Escrow, Escrow Holder shall distribute Escrow Holder's closing statement and the documents deposited in Escrow as follows:
(a) To Buyer:
(i) One (1) certified conformed copy of the Quitclaim Deed, the original to be mailed to Buyer following recordation thereof; (ii) The Owner’s Title Policy;
(iii) One (1) original each of the Bill of Sale, the Assignment of Rental Agreements and the General Assignment;
(iv) One (1) original of the Leasehold Termination Documents; and (v) One (1) certified copy, conformed if recorded, of any other document delivered to Escrow Holder by Buyer or Seller pursuant to the terms hereof.
(b) To Seller:
(i) One (1) certified conformed copy of the Quitclaim Deed; (ii) One (1) original each of the Assignment of Rental Agreements, the General Assignment, and the Non-foreign Affidavit;
(iii) One (1) conformed copy of the Bill of Sale;
(iv) One (1) conformed original of the Lease Termination Documents; and
(v) One (1) certified copy, conformed if recorded, of any other document delivered to Escrow Holder by Buyer or Seller pursuant to the terms hereof.
5. CLOSING DATE; TIME IS OF ESSENCE.
5.1. Closing Date. Subject to Seller’s right to extend in Section 5.2 below, Escrow shall close not later than fifteen (15) days after completion of the Required Repairs (as defined in Section 7.3) (“Closing Date”). The terms “Close of Escrow” and/or “Closing” are used herein to mean the time the Quitclaim Deed is filed for recording by the Escrow Holder in the Office of the County Recorder of Los Angeles County, California.
5.2. Seller Right to Extend. In the event that Seller is diligently making the Required Repairs pursuant to Section 7.3 but needs additional time in order to complete same, Seller shall have the right to extend the Closing Date for a period up to thirty (30) days upon written notice to Buyer with a copy to Escrow Holder.
5.3. Possession. Upon the Close of Escrow, Seller shall deliver exclusive possession of the Property to Buyer subject to the Rental Agreements.
5.4. Time is of Essence. Buyer and Seller specifically agree that time is of the essence under this Agreement. The parties agree that the specified dates under this Agreement are specifically enforceable and shall not be subject to substantial compliance arguments.
5.5. Executive Director Authority. By its execution of this Agreement, Buyer authorizes the Executive Director or his/her designee (who has been designated by Executive Director’s written notice delivered to Buyer and Escrow Holder) shall have the authority to execute documents on behalf of Buyer including, but not limited to, issuing approvals, disapprovals and extensions. Any such approval, disapproval or extension executed by the Executive Director or his/her designee shall be binding on Buyer.
6. TITLE POLICY; NHD REPORT.
6.1. Approval of Title.
(a) Promptly following execution of this Agreement but in no event later than five (5) days following Opening of Escrow, a preliminary title report shall be issued by Fidelity National Title Insurance Company (“Title Company”), describing the state of title of the Real Property, together with legible copies of all exceptions specified therein and a map plotting all easements specified therein (“Preliminary Title Report”). Within ten (10) business days after Buyer's receipt of the Preliminary Title Report, Buyer shall notify Seller in writing (“Buyer's Title Notice”) of Buyer's disapproval of any matters contained in the Preliminary Title Report (“Disapproved Exceptions”).
(b) In the event Buyer delivers Buyer's Title Notice within said period, Seller shall have a period of ten (10) days after receipt of Buyer's Title Notice in which to notify Buyer of Seller's election to either (i) agree to attempt to remove the Disapproved Exceptions prior to the Close of Escrow; or (ii) decline to remove any such Disapproved Exceptions (“Seller's Notice”). If Seller notifies Buyer of its election to decline to remove the Disapproved Exceptions, or if Seller is unable to remove the Disapproved Exceptions (other than any obligations of Buyer under Section 7.5), Buyer may elect either to terminate this Agreement and the Escrow or to accept title to the Property subject to the Disapproved Exception(s). Buyer shall exercise such election by delivery of written notice to Seller and Escrow Holder within five (5) business days following the earlier of (i) the date of written advice from Seller that such Disapproved Exception(s) cannot be removed; or (ii) the date Seller declines to remove such Disapproved
Exception(s).
(c) Upon the issuance of any amendment or supplement to the Preliminary Title Report which adds additional exceptions, the foregoing right of review and approval shall also apply to said amendment or supplement; provided, however, that Buyer's initial period of review and approval or disapproval of any such additional exceptions shall be limited to five (5) days following receipt of notice of such additional exceptions. (d) Nothing to the contrary herein withstanding, Buyer shall be deemed to have automatically objected to all leases (other than Tenant Rental Agreements), deeds of trust, mortgages, judgment liens, federal and state income tax liens, delinquent general and special real property taxes and assessments and similar monetary encumbrances affecting the Property, and Seller shall discharge any such non-permitted title matter of record prior to or concurrently with the Close of Escrow except as otherwise specifically provided in this Agreement.
6.2. Owner’s Title Policy. At the Close of Escrow, Escrow Holder shall furnish Buyer with an ALTA non-extended owner’s Policy of Title Insurance (“Owner’s Title Policy”) insuring fee title to the Real Property vested in Buyer, containing only (i) non delinquent real property taxes and assessments; (ii) exceptions approved by Buyer in accordance with Section 6.1; (iii) the Tenant Rental Agreements; and (iv) exceptions caused solely by the acts of Buyer. The amount of the insurance coverage shall be in the amount of the Purchase Price. The cost of the Owner’s Title Policy to Buyer shall be paid by Seller to the extent of the cost equal to a CLTA owner’s policy. If Buyer desires an ALTA extended owner’s title policy, Buyer shall be responsible to secure a survey at its own cost and expense. The Owner’s Title Policy shall include any available title insurance, extended coverage or endorsements that Buyer may reasonably request. Notwithstanding the foregoing, any survey to be obtained by Buyer, any such extended coverage and any such endorsements requested by Buyer shall under no circumstances be a condition precedent to Buyer’s obligations hereunder.
6.3. NHD Report. Within five (5) days of Opening of Escrow, Escrow shall order and deliver to Buyer and Seller a Premium Commercial NHD Report for the Real Property issued by Disclosure Source (“NHD Report”). The cost of the NHD Report shall be paid by Seller.
7. DUE DILIGENCE.
7.1. Due Diligence Period; Delivery of Due Diligence Items. The due diligence period shall commence with the Opening of Escrow and terminate ten (10) days after the parties mutually agree as to the Final Inspection Report (as defined in Section 7.2) (“Due Diligence Period”). Within ten (10) business days following Opening of Escrow, Seller shall promptly deliver all Due Diligence Items to Buyer. term "Due Diligence Items" shall mean the following documents relating to the Property to the extent such documents are in the possession or control of Seller:
(i) Complete copies of all tenant rental agreements (“Tenant Rental Agreements”);
(ii) Rent roll for the Housing Project with reasonable detail which shall include all security deposits, and prepaid rent if any; (iii) A list of all Personal Property generally described in Section
1.2 and used by Seller with respect to the maintenance and operation of the
Housing Project (“Personal Property”);
(iv) Copies of all contracts and agreements and all amendments and modifications to any such contracts and agreements, if any (“Contracts”); (v) Detailed summary of the replacement reserve account (“Replacement Reserves Account”);
(vi) Copies of all books and records related to the operation of the Housing Project for the previous three (3) years;
(vii) Real Property tax bills and property tax assessment notices for the previous three (3) years; and
(viii) Any applicable covenants, conditions and restrictions and parking agreements whether of record or not.
(b) Return of Documents. If Buyer does not acquire the Property, all documents delivered by Seller or otherwise obtained by Buyer and relating to the Housing Project shall be returned or delivered to Seller within ten (10) days following termination of this Agreement.
7.2 Entry for Investigation.
(a) Inspection Report. Upon the Opening of Escrow, Buyer shall, at Buyer’s sole cost and expense, promptly order an inspection report from a reputable third party residential inspection company (which inspection shall not be conducted by City employees) and shall be subject to all existing occupants rights under their respective rental agreements (“Inspection Report”). Upon receipt of the Inspection Report, a copy shall be promptly delivered to Seller for Seller’s review. If Seller objects to any specific items raised in the Inspection Report, Seller shall promptly notify Buyer in writing as to the items (“Disputed Items”). Thereafter the parties shall promptly meet to resolve the Disputed Items and the form of the final inspection report (“Final Inspection Report”). If the parties cannot agree on the Final Inspection Report, Buyer shall have ten (10) days thereafter to elect to either (i) proceed with the transaction with Seller only making the repairs for the non-disputed items; or (ii) to issue a Buyer’s Due Diligence Election Notice (pursuant to Section 7.3).
In the event that both Parties approve the Inspection Report (“Approved Inspection Report”), then Seller shall, at its sole cost and expense, make the repairs as mutually agreed by Boyer and Seller so that matters specified in the Approved Inspection Report are resolved so that the Property will comply with all applicable law and ordinances (“Required Repairs”). The Required Repairs shall be completed not less than fifteen (15) days prior to the Close of Escrow and Buyer shall have the right to confirm same and Seller must indemnify the Title Company as to any mechanic liens in order for the issuance of the Owner’s Title Policy.
In addition to the Inspection Report, Buyer shall have the right, in its discretion, to conduct such other inspections and investigations consisting of such engineering, feasibility studies, soils tests, ADA/Title 24 compliance review; inspections, environmental studies, surveys and any and all other investigations of any kind as Buyer may desire, in
its sole discretion and to conduct such other review and investigation which Buyer deems appropriate to satisfy itself to acquire the Housing Project. However, if Buyer disapproves any such investigations or inspections, Seller shall not be obligated to conduct any repairs or remediation and Buyer shall only have the right to terminate this Agreement during the Due Diligence Period. All costs and expenses for investigations and reports under this Section 7 shall be Buyer’s sole responsibility.
(b) Conditions to Entry into Housing Project. Prior to entering the Housing Project, Buyer (and its agents or contractors) shall (i) notify Seller prior to each entry of the date and purpose of intended entry and provide to Seller the names and affiliations of the persons entering the Housing Project; (ii) conduct all studies in a diligent, expeditious and safe manner and not allow any dangerous or hazardous conditions to occur on the Housing Project during or after such investigation; (iii) not violate the rights of all Tenants; (iv) comply with all applicable laws and governmental regulations; (v) keep the Housing Project free and clear of all materialmen's liens, lis pendens and other liens arising out of the entry and work performed under this paragraph; (vi) provide to Seller with reasonable evidence of public liability insurance of not less than Two Million Dollars ($2,000,000); and (vii) return the Housing Project to its original condition following Buyer's entry. Seller shall cooperate with Buyer by providing notice to tenants as necessary to get Buyer access to the respective residential units.
(c) Obligation to Discharge Liens. Buyer shall promptly pay and discharge all demands for payment relating to Buyer's entry on and investigation of the Housing Project. In the event a claim or lien is recorded by reason of Buyer's entry on the Housing Project, Buyer, within twenty (20) days of such recordation, shall record or deliver a surety bond or provide other financial assurances reasonably acceptable to Seller and its title insurance company in a manner which will allow such title insurance company to issue an owner’s and lender’s policy of title insurance free of any mechanic’s lien claim and which is sufficient to release such claim or lien in accordance with applicable laws. Seller may elect to record and post notices of non-responsibility from time to time on and about the Housing Project.
(d) Indemnity. Buyer hereby agrees to indemnify, and hold Seller, its officers, agents and employees free and harmless from and against any and all losses, damages (whether general, punitive or otherwise), liabilities, claims, causes of action, judgments, court costs and legal or other expenses (including attorneys' fees) which Seller may suffer or incur as a direct consequence of Buyer's exercise of the license granted pursuant to this Section or any act or omission by Buyer, any contractor, subcontractor or material supplier, engineer, architect or other person or entity acting by or under Buyer (except Seller and its agents) with respect to the Housing Project, excepting to the extent such claims arise out of the negligence or misconduct of Seller.
7.3. Buyer’s Due Diligence Election Notice. Buyer shall notify Seller in writing ("Buyer's Due Diligence Election Notice") on or before the expiration of the Due Diligence Period of Buyer's approval or disapproval the Due Diligence Items. If Buyer’s Due Diligence Election Notice which disapproves the Housing Project, Buyer shall have the right to terminate this Agreement and the Deposit shall be returned to Buyer.
8. CONDITIONS PRECEDENT TO CLOSE OF ESCROW.
8.1. Conditions to Buyer's Obligations. The obligations of Buyer under this
Agreement are subject to the satisfaction or written waiver, in whole or in part, by Buyer of each of the following conditions precedent (“Buyer’s Conditions Precedent”):
(a) Title Company will issue the Owner’s Title Policy in accordance with Section 6.2.
(b) Buyer has issued Buyer’s Due Diligence Notice approving all due diligence matters provided Section 7.
(c) Seller has executed and delivered to Escrow Holder the Bill of Sale (with the Personal Property listed on Exhibit 1), Assignment of Rental Agreements and General Assignment (with the Approved Contracts listed on Exhibit 1). (d) All the Required Repairs have been completed to Buyer’s satisfaction.
(e) All of the information provided by Seller including information provided in the representations and warranties or otherwise provided to Buyer as part of the Due Diligence is true and correct as of the Closing. (f) Escrow Holder holds and will deliver to Buyer the instruments and funds, if any, accruing to Buyer pursuant to this Agreement. (g) Seller is not in default of its obligations under this Agreement.
8.2 Conditions to Seller's Obligations. The obligations of Seller under this Agreement are subject to the satisfaction or written waiver, in whole or in part, by Seller of the following conditions precedent:
(a) Buyer has executed Certificate of Acceptance to be attached to the Quitclaim Deed prior to recordation.
(b) Buyer has executed and delivered to Escrow Holder two (2) copies of the Assignment of Rental Agreements and General Assignment. (c) Escrow Holder holds and will deliver to Seller the instruments and funds accruing to Seller pursuant to this Agreement.
(d) Buyer is not in default of its obligations under this Agreement.
9. REPRESENTATIONS AND WARRANTIES.
9.1. Representations and Warranties of Seller. Seller hereby makes the following representations and warranties to Buyer, each of which is true in all respects as of the Opening of Escrow and shall be true in all respects on the date of Close of Escrow with respect to the Housing Project:
(a) To the best of Seller’s knowledge, Seller does not have surveys; engineering reports, soils studies, soils compaction reports, grading plans, environmental information, inspections or reports regarding structural, seismic, roof, HVAC, soil, paving, environmental and ADA compliance; as-built plans; permits and inspection reports
regarding fire, building, health, zoning and use compliance. (b) To the best of Seller’s knowledge, there are no natural or environmental hazards located on the Housing Project that would limit its marketability, merchantability, or suitability for development or impede its use in any way. (c) To the best of Seller’s knowledge, the Housing Project is not in violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to the environmental conditions on, under or about the Housing Project including, but not limited to, soil and ground water conditions. Seller has not received any written notice from any third parties, prior owners of the Housing Project, or any federal, state or local governmental agency indicating that any hazardous waste remedial or clean-up work will be required on the Housing Project. There are no environmental, health or safety hazards on, under or about the Housing Project, including but not limited to soil and groundwater conditions. To the best of Seller’s knowledge, neither Seller, nor any third party (including but not limited to Seller’s predecessors in title to the Housing Project), has used or installed any underground tank, or used, generated, manufactured, treated, stored, placed, deposited or disposed of on, under or about the Housing Project or transported to or from the Housing Project any flammable explosives, radioactive materials, hazardous wastes, toxic substances or related materials other than in accordance with applicable law and disclosed to Buyer (“Hazardous Materials”), which for the purpose of this Agreement shall include, but shall not be limited to, substances defined as “hazardous substances, hazardous materials or toxic substances” in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 USC Section 9601, et seq.; the Hazardous Materials Transportation Act, 49 USC Section 1801, et seq.; the Resource Conservation and Recovery Act, 42 USC Section 6901, et seq.; those substances defined as “hazardous wastes” in Section 25117 of the California Health & Safety Code or as “hazardous substances” in Section 25316 of the California Health & Safety Code; and those chemicals known to cause cancer or reproductive toxicity, as published pursuant to the Safe Drinking Water and Toxic Enforcement Act of 1986, Section 25249.5, et seq., of the California Health & Safety Code; and in the regulations adopted and publications promulgated pursuant to each of the aforesaid laws; provided, however, the term “Hazardous Materials” shall not include materials reasonably and customarily used in the operation of the buildings.
(d) There are no contracts (other than Approved Contracts), leases (other than Tenant Rental Agreements), claims or rights affecting the Housing Project and there are no agreements entered into by or under Seller which shall survive the Close of Escrow that would adversely affect Buyer's rights with respect to the Housing Project except as set forth herein.
(e) Seller has received no written notice from any third parties, prior owners of the Housing Project, or any federal, state or local governmental agency, indicating that any hazardous waste remedial or clean-up work will be required on the Housing Project. (f) Tenant Rental Agreements are in full force and effect and to the best of Seller’s knowledge, none of the Tenants are not in default under their respective rental agreement and Seller is not in default under any of the Tenant Rental Agreements. (g) Seller has no knowledge of and has not received any notice relating to:
(i) Any uncured violation of any pollution, health, safety, fire, environmental, sewerage, zoning, or other federal, state or local law, code, ordinance, regulation, rule, requirement, order or permit, of any covenants, conditions or restrictions, affecting or relating to the Housing Project, any portion thereof or the use, occupancy or operation thereof; (ii) Any pending condemnation proceeding with regard to all or part of the Housing Project or a threatened notice of any such proceeding or widening of streets abutting the Housing Project;
(iii) The imposition of any special taxes or assessments, or payments in lieu thereof, against the Housing Project or any portion thereof; (iv) The need or advisability of special flood insurance; or (v) Any existing insurance carriers indicated that the insurance rates for the Housing Project or any portion thereof will be substantially increased or that alterations of the Housing Project or any portion thereof are required.
(h) To the best of Seller’s knowledge, the Housing Project and the current uses are in compliance with all applicable contracts, covenants and agreements affecting the Housing Project.
(i) To the best of Seller’s knowledge, all structures on the Housing Project are in good condition and repair except as otherwise disclosed in writing by Seller to Buyer during the Due Diligence Period.
(j) To the best of Seller’s knowledge, there are no easements or encroachments onto the Housing Project by buildings or improvements on any adjoining Housing Project, nor do any buildings or improvements on the Housing Project encroach on other properties.
(k) Seller is not a foreign person as defined in Internal Revenue Code Section 1445(f)(3).
(l) To the best of Seller’s knowledge, all utilities, including gas, electricity, water, sewage, and telephone, are available at the Housing Project, and all such items are in good working order.
(m) Seller has the unimpeded power to execute, deliver and perform Seller's obligations under this Agreement and the documents executed and delivered by Seller pursuant hereto.
(n) To the best of Seller’s knowledge, there are no contingent liabilities arising out of the ownership or operation of, or affecting, the Housing Project or any part thereof which would be binding upon Buyer or to which the Housing Project would be subject after the Closing.
(o) To the best of Seller’s knowledge, there are no pending actions, lawsuits, suits or claims against the Housing Project.
(p) All copies of documents delivered by Seller to Buyer are, to the best of Seller’s knowledge, true, genuine, complete and correct copies of the original executed documents which they purport to be.
Until the Closing, if Seller learns of any fact or condition which would cause any of the warranties and representations in this Section not to be true as of the Closing, Seller shall immediately give written notice of such fact or condition to Buyer.
9.2 Buyer's Representations and Warranties. Buyer represents and warrants to Seller that:
(a) Buyer is a public entity validly formed in the State of California. Upon execution of this Agreement by Buyer in accordance with CA law, Buyer has the full right and authority to enter into this Agreement, this Agreement shall be a binding obligation of Buyer and Buyer shall have authority to consummate the transaction contemplated hereby, including execution and delivery of all applicable documents. (b) There is no agreement to which Buyer is a party or, to Buyer's knowledge, binding on Buyer which is in conflict with this Agreement. To Buyer's knowledge, as of the Effective Date there is no action or proceeding pending or threatened against Buyer which challenges or impairs Buyer's ability to execute or perform its obligations under this Agreement.
9.3 Survival of Representations and Warranties. The representations and warranties set forth in this Section 9 shall not be deemed to be merged into or waived by the transaction documents but shall survive the Closing. Neither party shall have any liability after the Closing for the breach of a representation or warranty hereunder of which the other party hereto had knowledge as of the Closing. The provisions of this Section 9 shall survive the Closing as specified in this Section 9.3.
10. ESCROW PROVISIONS.
10.1. Escrow Instructions. Sections 1 through 6, inclusive, 8, 10, 13 and 15 constitute the escrow instructions to Escrow Holder. If required by Escrow Holder, Buyer and Seller agree to execute Escrow Holder's standard escrow instructions, provided that the same are consistent with and do not conflict with the provisions of this Agreement. In the event of any such conflict, the provisions of this Agreement shall prevail. The terms and conditions in sections of this Agreement not specifically referenced above are additional matters for information of Escrow Holder, but about which Escrow Holder need not be concerned. Buyer and Seller will receive Escrow Holder’s general provisions directly from Escrow Holder and will execute such provision upon Escrow Holder’s request. To the extent that the general provisions are inconsistent or conflict with this Agreement, the general provisions will control as to the duties and obligations of Escrow Holder only. Buyer and Seller agree to execute additional instructions, documents and forms provide by Escrow Holder that are reasonably necessary to close Escrow.
10.2. General Escrow Provisions. Escrow Holder shall deliver the Owner’s Title Policy to Buyer and instruct the Los Angeles County Recorder to mail the Quitclaim Deed and the Leasehold Termination Documents to Buyer at the address set forth in Section 13 after recordation. All funds received in this Escrow shall be deposited in one or more general escrow accounts of the Escrow Holder with any bank doing business in Los Angeles County, California, and may be disbursed to any other general escrow account or accounts. All disbursements shall
be according to that party's instructions.
10.3. Prorations; Utilities; Security Deposits; Replacement Reserves Account. (a) Real Property Taxes. All non-delinquent general and special real property taxes and assessments shall be prorated to the Close of Escrow on the basis of a thirty (30) day month and a three hundred sixty day (360) year. Any supplemental tax bills received after Close of Escrow shall be paid by Seller to the extent they relate to a period prior to Close of Escrow, and by Buyer, to the extent they relate to a period after Close of Escrow. If a supplemental tax bill (which may include possessory interest taxes) covers a period commencing before and continuing after Close of Escrow, the party named in the bill will pay the tax and the other party shall reimburse the first party its pro rata share within thirty (30) days after receipt of a copy of the tax bill and evidence of the second party's payment of same. (b) Prorations. Rents, utilities and other income or expenses (including under the Approved Contracts) which are payable by Seller for the operation and maintenance of the Housing Project shall be prorated to the Close of Escrow on the basis of a thirty (30) day month and a three hundred sixty (360) day year. In the event final amounts with respect to said prorations are not available as of Close of Escrow, the proration shall be done on an estimated basis and the parties shall prepare a final proration within thirty (30) days following Close of Escrow. Any party who is obligated to pay net amounts based on said final proration shall reimburse the other party said amount within thirty (30) days after completion of the final proration.
(c) Utilities. Buyer and Seller shall cause all utilities which are in the name of Seller to be transferred to the name of Buyer as of the Close of Escrow or as soon thereafter as practicable. Upon Closing, Seller shall have the right to recover any refundable utility or governmental deposits made by Seller with respect to the Housing Project.
(d) Security Deposits and Repairs Replacement Reserve. The security deposits and the Repairs Replacement Account shall be transferred to Buyer as part of the Closing.
(e) Survival. The provisions of this Section 10.3 shall survive Close of Escrow. If either party fails to pay its pro rata share of taxes or other expenses by the times herein provided, interest shall accrue on all unpaid amounts from when owing until paid at the rate of ten percent (10%) per annum but not in excess of the rate permitted by California law.
10.4. Payment of Costs; Settlement Statement.
(a) Allocation of Costs. Seller shall pay the costs for the Owner’s Title Policy to the extent of the cost of a CLTA owner’s title policy, the NHD Report and one-half (1/2) of the escrow costs (“Seller’s Charges”). Buyer shall pay one-half (1/2) of the escrow fees and any additional title charges pursuant to Section 6.2 (“Buyer’s Charges”). All other costs of Escrow not otherwise specifically allocated by this Agreement shall be apportioned between the parties in a manner consistent with the custom and usage of Escrow Holder for major commercial real estate transactions in Southern California.
NOTE: Buyer is a public agency and is exempt from recording charges. No documentary transfers taxes are due pursuant to R&T Code Section 11922. No recording charges shall be payable for recordation of the Quitclaim Deed as Buyer is exempt from recording fees pursuant to Gov. Code §6103. (b) Settlement Statement. At least three (3) business days prior to the Closing Date, Escrow Holder shall furnish Buyer and Seller with a preliminary escrow settlement statement which shall include each party’s respective shares of costs. The preliminary settlement statement shall be approved in writing by the parties. As soon as reasonably possible following the Close of Escrow, Escrow Holder shall deliver a copy of the final Escrow closing statement to the parties.
10.5 Termination and Cancellation of Escrow. If Escrow fails to close as provided above, either party may elect to cancel this Escrow upon written notice to the other party and Escrow Holder. Upon cancellation, Escrow Holder is instructed to return all funds and documents then in Escrow to the respective depositor of the same with Escrow Holder; provided Escrow Holder receives written instructions from both Buyer and Seller directing Escrow Holder to return such funds and documents. The parties shall promptly execute and deliver any documents reasonably required to effect the return of the funds and documents in accordance with this Agreement. Cancellation of Escrow, as provided herein, shall be without prejudice to whatever legal rights Buyer or Seller may have against each other arising from the Escrow or this Agreement.
10.6 Information Report. Escrow Holder shall file and Buyer and Seller agree to cooperate with Escrow Holder and with each other in completing any report (“Information Report”) and/or other information required to be delivered to the Internal Revenue Service pursuant to Internal Revenue Code Section 6045(e) regarding the real estate sales transaction contemplated by this Agreement, including without limitation, Internal Revenue Service Form 1099-B as such may be hereinafter modified or amended by the Internal Revenue Service, or as may be required pursuant to any regulation now or hereinafter promulgated by the Treasury Department with respect thereto. Buyer and Seller also agree that Buyer and Seller, their respective employees and attorneys, and escrow Holder and its employees, may disclose to the Internal Revenue Service, whether pursuant to such Information Report or otherwise, any information regarding this Agreement or the transactions contemplated herein as such party reasonably deems to be required to be disclosed to the Internal Revenue Service by such party pursuant to Internal Revenue Code Section 6045(e), and further agree that neither Buyer nor Seller shall seek to hold any such party liable for the disclosure to the Internal Revenue Service of any such information.
10.7 No Withholding as Foreign Seller. Seller represents and warrants to Buyer that Seller is not, and as of the Close of Escrow will not be, a foreign person within the meaning of Internal Revenue Code Section 1445 or an out-of-state seller under California Revenue and Tax Code Section 18805 and that it will deliver to Buyer on or before the Close of Escrow a nonforeign affidavit on Escrow Holder's standard form pursuant to Internal Revenue Code Section 1445(b)(2) and the Regulations promulgated thereunder and a California Form 590-RE.
10.8 Commissions. Buyer and Seller each represent and warrant to the other that it is not represented by a broker and that no third party is entitled to a broker's commission and/or finder's fee with respect to the transaction contemplated by this Agreement. Buyer and Seller each agree to indemnify and hold the other parties harmless from and against all liabilities, costs, damages and expenses, including, without limitation, attorneys' fees, resulting from any claims or
fees or commissions, based upon agreements by it, if any, to pay a broker's commission and/or finder's fee. Seller advises Buyer that Mary Jo Jahn, a principal of Seller, is a licensed broker but is not acting in such capacity in this transaction and will not be paid a commission.
11. RISK OF PHYSICAL LOSS. Risk of physical loss to the Housing Project shall be borne by Seller prior to the Close of Escrow and by Buyer after Close of Escrow. In the event that the Housing Project shall be damaged by fire, flood, earthquake or other casualty Buyer shall have the option to terminate this Agreement (other than any obligation of Buyer under Section 7.5), provided notice of such termination is delivered to Seller within twenty (20) days following the date Buyer learns of the occurrence of such casualty. If Buyer fails to terminate this Agreement pursuant to the foregoing sentence within said twenty (20) day period, Buyer shall complete the acquisition of the Housing Project, in which case Seller shall assign to Buyer the interest of Seller in all insurance proceeds relating to such damage (subject to the rights of tenants under rental agreements of the Housing Project). In the event Buyer does not terminate this Agreement as provided above, Seller shall consult with Buyer regarding any proposed settlement with the insurer and Buyer shall have the reasonable right of approval thereof. Seller shall hold such proceeds until the Close of Escrow.
12. DEFAULT.
12.1. DEFAULT OF BUYER; LIQUIDATED DAMAGES. IF BUYER SHOULD
DEFAULT UNDER THIS AGREEMENT, THEN BUYER AND SELLER AGREE THAT SELLER
WILL INCUR DAMAGES BY REASON OF SUCH DEFAULT BY BUYER OR FAILURE OF
ESCROW TO CLOSE ON OR BEFORE THE CLOSING DATE, WHICH DAMAGES SHALL BE
IMPRACTICAL AND EXTREMELY DIFFICULT, IF NOT IMPOSSIBLE, TO ASCERTAIN. BUYER AND SELLER, IN A REASONABLE EFFORT TO ASCERTAIN WHAT
SELLER'S DAMAGES WOULD BE IN THE EVENT OF SUCH DEFAULT BY BUYER HAVE
AGREED BY PLACING THEIR INITIALS BELOW THAT THE DEPOSIT SHALL BE DEEMED
TO CONSTITUTE A REASONABLE ESTIMATE OF SELLER'S DAMAGES UNDER THE PROVISIONS OF SECTION 1671 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. IN
THE EVENT OF AND FOR SUCH DEFAULT BY BUYER, THE DEPOSIT SHALL BE SELLER'S SOLE MONETARY REMEDY. NOTWITHSTANDING THE FOREGOING, THE FOREGOING
LIMITATION OF DAMAGES SHALL NOT APPLY TO ANY DEFAULT OR OBLIGATION OF BUYER UNDER SECTION 7.5 AND SELLER SHALL HAVE ALL RIGHTS AND REMEDIES AT
LAW OR IN EQUITY AGAINST BUYER FOR ANY DEFAULT OR FAILURE BY BUYER TO PERFORM ITS OBLIGATIONS UNDER SECTION 7.5.
_________________ __________________
Seller’s Initials Buyer’s Initials
12.2. Other Expenses. If this Agreement is terminated due to the default of a party, then the defaulting party shall pay any fees due to Escrow Holder for holding the Deposit plus any escrow cancellation fees.
13. NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be served on the parties at the addresses set forth below. Any such notices shall, unless otherwise provided herein, be given or served (i) by depositing the same in the United States mail, postage paid, certified and addressed to the party to be notified, with return receipt requested, (ii) by overnight delivery using a nationally recognized overnight courier, or (iii) by personal delivery. Notice deposited in the mail in the manner hereinabove described shall be effective upon receipt or rejection of such notice. Notice given in any other manner shall be
effective only if and when received (or rejected) by the party to be notified between the hours of 8:00 a.m. and 5:00 p.m. California time of any business day with delivery made after such hours to be deemed received the following business day. A party’s address may be changed by written notice to the other party; however, no notice of a change of address shall be effective until actual receipt of such notice. Copies of notices are for informational purposes only, and a failure to give or receive copies of any notice shall not be deemed a failure to give notice. Notices given by counsel to Buyer shall be deemed given by Buyer and notices given by counsel to Seller shall be deemed given by Seller.
To Seller (if by US Mail): The Northridge Group, Inc.
P.O. Box 134401
Big Bear Lake, CA 92315
Attn: Mary Jo Jahn, CEO
To Seller (if by personal delivery): The Northridge Group, Inc. 798 Pine Knot Avenue
Big Bear Lake, CA 92315
Attn: Mary Jo Jahn, CEO
To Buyer: Irwindale Housing Authority
5050 N Irwindale Avenue
Irwindale, CA 91706
Attention: City Manager
With a copy to: Aleshire & Wynder, LLP
18881 Von Karman Avenue Suite 1700
Irvine, CA 92612
Attention: Adrian Guerra, Esq
To Escrow Holder: Fidelity National Title Insurance Company 3237 E. Guasti Rd, Suite 105
Ontario, CA 91761
Attention: Mary Lou Adame, Escrow Officer
14. ADDITIONAL BUSINESS TERMS.
14.1. Marketing of Housing Project. So long as this Agreement is in effect, Seller agrees not to market nor solicit “back up” offers only with respect to the Housing Project or any portion thereof. However, if unsolicited offers are received by Seller, Seller may enter into a backup offer.
14.2. Impairing of Title. Until the Closing, Seller shall not do anything which would impair Seller's title to the Housing Project.
14.3. Post-Closing Obligations of Seller. For a period of not more than ninety (90) days after Closing, Seller shall provide oversite and training to Buyer’s resident manager.
14.4. Tax Deferred Exchange. Buyer agrees to accommodate Seller in effecting a taxdeferred exchange. Seller will have the right, expressly reserved here, to elect such tax-deferred exchange at any time before the Closing Date. Seller and Buyer agree, however, that consummation of the purchase and sale of Property under this Agreement is not conditioned on
such exchange. If Seller elects to make a tax-deferred exchange, Buyer agrees to execute such additional escrow instructions, deeds, documents, agreements, or instruments to effect this exchange, provided that Buyer must incur no additional costs, expenses, or liabilities in the transaction as a result of or in connection with this exchange. Seller agrees to hold Buyer harmless of any liability, damages, or costs, including reasonable attorney fees, that may arise from Buyer's participation in such exchange.
15. GENERAL PROVISIONS.
15.1. Assignment. Neither party shall have the right to assign this Agreement or any interest or right hereunder or under the Escrow without the prior written consent of the other party. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of Buyer and Seller and their respective heirs, personal representatives, successors and assigns.
15.2. Attorney’s Fees. In any action between the parties hereto, seeking enforcement of any of the terms and provisions of this Agreement or the Escrow, or in connection with the Housing Project, the prevailing party in such action shall be entitled, to have and to recover from the other party its reasonable attorneys' fees and other reasonable expenses in connection with such action or proceeding, in addition to its recoverable court costs.
15.3. Interpretation; Governing Law. This Agreement shall be construed according to its fair meaning and as if prepared by both parties hereto. This Agreement shall be construed in accordance with the laws of the State of California in effect at the time of the execution of this Agreement. Titles and captions are for convenience only and shall not constitute a portion of this Agreement. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others wherever and whenever the context so dictates.
15.4. No Waiver. No delay or omission by either party in exercising any right or power accruing upon the compliance or failure of performance by the other party under the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof. A waiver by either party of a breach of any of the covenants, conditions or agreements hereof to be performed by the other party shall not be construed as a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions hereof.
15.5. Modifications. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made by written instrument or endorsement thereon and in each such instance executed on behalf of each party hereto.
15.6. Severability. If any term, provision, condition or covenant of this Agreement or the application thereof to any party or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this instrument, or the application of such term, provisions, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
15.7. Merger. This Agreement and other documents incorporated herein by reference contain the entire understanding between the parties relating to the transaction contemplated hereby and all prior to contemporaneous agreements, understandings, representations and statements (including letters of intent), oral or written, are merged herein and shall be of no further force or effect.
15.8. Execution of Documents. The parties agree to execute such instructions to Title Company and such other instruments and to do such further acts as may be reasonably necessary to carry out the provisions of this Agreement.
15.9. Inducement. The making, execution and delivery of this Agreement by the parties hereto have been induced by no representations, statements, warranties or agreements other than those expressly set forth herein.
15.10. Relationship of Parties. Notwithstanding anything to the contrary contained herein, this Agreement shall not be deemed or construed to make the parties hereto partners or joint venturers, or to render either party liable for any of the debts or obligations of the other, it being the intention of the parties to merely create the relationship of Seller and Buyer with respect to the Housing Project to be conveyed as contemplated hereby.
15.11. Representation by Counsel. Each party hereto represents and agrees with each other that it has been represented by or had the opportunity to be represented by, independent counsel of its own choosing, and that it has had the full right and opportunity to consult with its respective attorney(s), that to the extent, if any, that it desired, it availed itself of this right and opportunity, that it or its authorized officers (as the case may be) have carefully read and fully understand this Agreement in its entirety and have had it fully explained to them by such party’s respective counsel, that each is fully aware of the contents thereof and its meaning, intent and legal effect, and that it or its authorized officer (as the case may be) is competent to execute this Agreement and has executed this Agreement free from coercion, duress or undue influence. Each party shall be responsible to pay the attorney fees for its attorney for the drafting and closing of the transaction under this Agreement.
15.12. Execution in Counterparts. This Agreement may be executed in several counterparts, and all so executed shall constitute one agreement binding on all parties hereto, notwithstanding that all parties are not signatories to the original or the same counterpart.
15.13. Authority. The person executing this Agreement on behalf of Seller has the authority to bind Seller and Seller is bound as set forth in Section 9.1(l).
15.14. Electronic Execution. This Agreement may be executed by the parties in compliance with UETA and ESIGN using qualified legally compliant providers such as DocuSign or AdobeSign.
15.15. Exhibits. The following exhibits attached hereto are incorporated herein by reference:
Exhibit A Legal Description
Exhibit B Quitclaim Deed
Exhibit C Bill of Sale
Exhibit D Rental Agreement Assignment
Exhibit E General Assignment
IN WITNESS WHEREOF, the parties hereto have executed this Agreement for Purchase and Sale of Real Property and Joint Escrow Instructions as of the date set forth above.
Reminder: Section 12.1 needs to be separately initialed.
SELLER: BUYER:
THE NORTHRIDGE GROUP, INC.,
a California corporation
By: _______________________
Mary Jo Jahn, CEO & Secretary
READ AND ACCEPTED:
ESCROW HOLDER:
FIDELITY NATIONAL TITLE INSURANCE
COMPANY
By: ___________________________
Mary Lou Adame, Escrow Officer
IRWINDALE HOUSING AUTHORITY, a
public entity
By:
Albert F. Ambriz, Chair
ATTEST:
_____________________________
Laura Nieto, Authority Secretary
APPROVED AS TO FORM
Aleshire & Wynder, LLP
By: ___________________________
Adrian Guerra, Authority Counsel
EXHIBIT A
LEGAL DESCRIPTION OF THE REAL PROPERTY
THE REAL PROPERTY IS SITUATED THE CITY OF IRWINDALE, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
REAL PROPERTY IN THE CITY OF IRWINDALE, COUNTY OF LOS ANGELES, STATE
OF CALIFORNIA, BEING A PORTION OF THE WEST HALF OF THE NORTHEAST QUARTER OF SECTION 9, TOWNSHIP 1 SOUTH, RANGE 10 WEST, SAN BERNARDINO
MERIDIAN, ACCORDING TO THE OFFICIAL PLAT OF SAID LAND FILED IN THE DISTRICT LAND OFFICE APRIL 21, 1877. ALSO, MORE RECENTLY KNOWN AS LOTS 16, 17 AND 18 AS SHOWN ON THE RECORD OF SURVEY FILED IN BOOK 114, PAGES 4 TO 10 INCLUSIVE OF RECORD OF SURVEYS, RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT THE CENTERLINE INTERSECTION OF ARROW HIGHWAY AND AYON AVENUE AS SHOWN ON SAID RECORD OF SURVEY; THENCE SOUTH 00° 15’ 30” WEST 263.31 FEET ALONG AYON AVENUE CENTERLINE; THENCE SOUTH 88° 37’ 44” EAST 25.01 FEET TO THE TRUE POINT OF BEGINNING, SAID TRUE POINT OF
BEGINNING IS A POINT IN THE EASTERLY RIGHT-OF-WAY LINE OF AYON AVENUE, 50 FEET WIDE, PER SAID MAP; THENCE NORTH 00° 15’ 30” EAST 196.94 FEET ALONG SAID EASTERLY RIGHT-OF-WAY LINE; THENCE NORTH 45° 05’ 44” EAST 24.11 FEET TO A POINT IN THE SOUTHERLY RIGHT-OF-WAY LINE OF ARROW HIGHWAY, 100 FEET WIDE, PER SAID MAP; THENCE NORTH 89° 55’ 58” EAST 137.24 FEET ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE; THENCE SOUTH 01° 17’ 27” WEST 145.29 FEET ALONG THE EASTERLY LINE OF LOT 17 PER SAID MAP; THENCE SOUTH 00° 29’ 30” WEST 72.49 FEET ALONG THE EASTERLY LINE OF LOT 18 PER SAID MAP; THENCE NORTH 88° 37’ 44” WEST 151.35 FEET ALONG THE SOUTHERLY LINE OF LOT 18 PER SAID MAP TO THE TRUE POINT OF BEGINNING.
APN 8417-029-929
EXHIBIT B
QUITCLAIM DEED
FREE RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Irwindale
5050 N Irwindale Avenue
Irwindale, CA 91706
Attention: City Clerk
____________________________________________________________________________
QUITCLAIM DEED
FOR A VALUABLE CONSIDERATION, the receipt of which is hereby acknowledged, THE NORTHRIDGE GROUP, INC., a California corporation (“Grantor”), hereby quitclaims all right, title and interest to the IRWINDALE HOUSING AUTHORITY, a public entity (“Grantee”), that certain real property in the City of Irwindale, County of Los Angeles, State of California, commonly described as 5164 Ayon Avenue, City of Irwindale, California and legally described as set forth on Exhibit A attached hereto and incorporated herein by reference (“Real Property”).
IN WITNESS WHEREOF, Grantor has caused this instrument to be executed on its behalf by its respective officers or agents hereunto as of the date first above written. “GRANTOR”
THE NORTHRIDGE GROUP, INC.,
a California corporation
Date: _________________, 2023 By: ______________________________ Mary Jo Jahn, CEO & Secretary
APNs. 8417-029-929 (Space Above This Line for Recorder’s Office Use Only) THE UNDERSIGNED GRANTOR DECLARES that the
documentary transfer tax is exempt pursuant to R&T Code Section 11922
(Exempt from Recording Fee per Gov. Code §6103)
NOT TO BE EXECUTED
UNTIL CLOSING
EXHIBIT “A” TO GRANT DEED
LEGAL DESCRIPTION OF THE REAL PROPERTY
THE PROPERTY IS SITUATED IN THE CITY OF IRWINDALE, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:
REAL PROPERTY IN THE CITY OF IRWINDALE, COUNTY OF LOS ANGELES, STATE
OF CALIFORNIA, BEING A PORTION OF THE WEST HALF OF THE NORTHEAST QUARTER OF SECTION 9, TOWNSHIP 1 SOUTH, RANGE 10 WEST, SAN BERNARDINO
MERIDIAN, ACCORDING TO THE OFFICIAL PLAT OF SAID LAND FILED IN THE DISTRICT LAND OFFICE APRIL 21, 1877. ALSO, MORE RECENTLY KNOWN AS LOTS 16, 17 AND 18 AS SHOWN ON THE RECORD OF SURVEY FILED IN BOOK 114, PAGES 4 TO 10 INCLUSIVE OF RECORD OF SURVEYS, RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS:
BEGINNING AT THE CENTERLINE INTERSECTION OF ARROW HIGHWAY AND AYON AVENUE AS SHOWN ON SAID RECORD OF SURVEY; THENCE SOUTH 00° 15’ 30” WEST 263.31 FEET ALONG AYON AVENUE CENTERLINE; THENCE SOUTH 88° 37’ 44” EAST 25.01 FEET TO THE TRUE POINT OF BEGINNING, SAID TRUE POINT OF
BEGINNING IS A POINT IN THE EASTERLY RIGHT-OF-WAY LINE OF AYON AVENUE, 50 FEET WIDE, PER SAID MAP; THENCE NORTH 00° 15’ 30” EAST 196.94 FEET ALONG SAID EASTERLY RIGHT-OF-WAY LINE; THENCE NORTH 45° 05’ 44” EAST 24.11 FEET TO A POINT IN THE SOUTHERLY RIGHT-OF-WAY LINE OF ARROW HIGHWAY, 100 FEET WIDE, PER SAID MAP; THENCE NORTH 89° 55’ 58” EAST 137.24 FEET ALONG SAID SOUTHERLY RIGHT-OF-WAY LINE; THENCE SOUTH 01° 17’ 27” WEST 145.29 FEET ALONG THE EASTERLY LINE OF LOT 17 PER SAID MAP; THENCE SOUTH 00° 29’ 30” WEST 72.49 FEET ALONG THE EASTERLY LINE OF LOT 18 PER SAID MAP; THENCE NORTH 88° 37’ 44” WEST 151.35 FEET ALONG THE SOUTHERLY LINE OF LOT 18 PER SAID MAP TO THE TRUE POINT OF BEGINNING.
APN 8417-029-929
CERTIFICATE OF ACCEPTANCE
This is to certify that the interest in real property conveyed by THE NORTHRIDGE GROUP, INC. (“Grantor”), by that certain Quitclaim Deed dated _________, 2023 (“Grant Deed”) to the IRWINDALE HOUSING AUTHORITY (“Grantee”), is hereby accepted by the undersigned officer and agent of the IRWINDALE HOUSING AUTHORITY which consents to the recording of the Quitclaim Deed.
Signed and dated at Irwindale, California on __________________, 2023.
GRANTEE:
IRWINDALE HOUSING AUTHORITY
a public entity
By: _________________________
Julian Miranda,
Executive Director
NOT TO BE EXECUTED
UNTIL CLOSING
STATE OF CALIFORNIA )
)
COUNTY OF ______________________ )
On _____________________, 2024, before me, _____________________________, a Notary Public, personally appeared _________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Notary in and for the State of California
[SEAL]
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
EXHIBIT C
BILL OF SALE
This Bill of Sale is provided by THE NORTHRIDGE GROUP, INC., a California corporation (“Seller”) in favor of the IRWINDALE HOUSING AUTHORITY, a public entity (“Buyer”), with respect to the sale and transfer of all right, title and interest in and to the Personal Property as defined in that certain Purchase and Sale Agreement For Real Property and Joint Escrow Instructions dated ____________, 2024 (“PSA”), between Seller and Buyer all of which are set forth on Exhibit 1 attached hereto (collectively, the “Assets”).
NOW, THEREFORE, this Bill of Sale is issued by Seller in favor of Buyer in accordance with the following:
1. Seller represents, warrants and covenants to Buyer that it is the lawful owner of the Assets and that it has the right to sell, transfer, and convey the same to Buyer.
2. Seller hereby sells, assigns, transfers and conveys to Buyer all of Seller’s right, title and interest in and to the Assets as part of the consideration under that certain PSA related to that certain real property located at 5164 Ayon Avenue (APN # 8417-029-929) in the City of Irwindale, CA (“Property”).
3. The Assets are located at the Property.
4. The provisions of this Bill of Sale shall bind and benefit the legal representatives, successors and assigns of Buyer and Seller.
5. This Bill of Sale shall be governed by and construed in accordance with the laws of the State of California. This Bill of Sale may be executed in counterparts, each of which, when taken together, shall constitute fully executed originals.
IN WITNESS WHEREOF, Seller has executed this Bill of Sale as of __________, 2023.
SELLER:
THE NORTHRIDGE GROUP, INC.,
a California corporation
By: ________________________
Mary Jo Jahn, CEO & Secretary
NOT TO BE EXECUTED
UNTIL CLOSING
EXHIBIT 1
PERSONAL PROPERTY
TO BE COMPLETED PRIOR TO EXECUTION
1 EXHIBIT D
RENTAL AGREEMENT ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS RENTAL AGREEMENT ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment Agreement”) is dated as of ___________________, 2024 (“Assignment Date”), by and between THE NORTHRIDGE GROUP, INC., a California corporation (“Assignor”), and the IRWINDALE HOUSING AUTHORITY, a public entity(“Assignee”).
RECITALS
A. Assignor is the owner of that certain real property located in the City of Irwindale, County of Los Angeles, State of California, located at 5164 Ayon Avenue (APNs #8417-029-929) in the City of Irwindale, California together with all improvements thereon which is commonly known as Las Casitas Senior Housing Complex (collectively, “Housing Project”).
B. On ________, 202_, Assignor and Assignee entered into an Agreement for Purchase and Sale of Real Property and Joint Escrow Instructions pursuant to which Assignee agreed to purchase the Property from Assignor (“Purchase Agreement”).
C. The Property is subject to that rental agreements identified on Exhibit 1 attached hereto and incorporated herein by reference (“Rental Agreement”).
D. Assignee wishes to acquire, and Assignor is willing to transfer, Assignor’s interest in the Rental Agreements concurrent with the Assignee’s acquisition of the Property from Assignor. Accordingly, this Assignment Agreement shall only be effective upon the close of escrow conveying the Property from Assignor to Assignee pursuant to the Purchase Agreement which date is set forth above as the Assignment Date.
NOW, THEREFORE, in consideration of the mutual promises of the parties, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:
1. Recitals. All of the foregoing recitals are true and correct and are incorporated herein by reference.
2. Assignment. Assignor hereby assigns, sells, conveys, and otherwise transfers to Assignee all of Assignor's interests, rights, and obligations under the Rental Agreements. This assignment shall be effective as of the Assignment Date. Assignee's execution hereof confirms that Assignor shall no longer be liable for the performance of any obligations, terms, covenants, or conditions under the Rental Agreements arising after the Assignment Date and that Assignee hereby agrees to forever release Assignor from the performance of any such obligations, terms, covenants, and conditions under the Rental Agreements.
3. Assumption of Obligations and Rights. Assignee hereby accepts all of Assignor's interests, rights, and obligations under the Rental Agreements arising after the Assignment Date and assumes and agrees to perform all of Assignor's corresponding obligations, terms, covenants, and conditions under the Rental Agreements accruing from, and after the Closing Date.
4. Representations, Warranties and Covenants. All Assignor’s and Assignee’s representations, warranties and covenants set forth in the Purchase Agreement shall survive the Closing and are incorporated into this Assignment Agreement.
2 5. Due Execution. The person(s) executing this Assignment Agreement on behalf of the parties hereto warrant that: (i) such party is duly organized and existing; (ii) they are duly authorized to execute and deliver this Assignment Agreement on behalf of said party; (iii) by so executing this Assignment Agreement, such party is formally bound to the provisions of this Assignment Agreement; and (iv) the entering into of this Assignment Agreement does not violate any provision of any other agreement to which said party is bound.
6. Effect on Assigned Rental Agreements. Except for the assignment of Assignor’s interests to Assignee in accordance with the provisions of this Assignment Agreement, the parties further agree that nothing in this Assignment Agreement shall be deemed as modifying or otherwise affecting any of the provisions of the Rental Agreements.
7. Indemnification. Assignor agrees to indemnify, defend, and hold harmless Assignee and all persons and entities affiliated with Assignee including their respective officers, agents and employees from and against any and all claims, liabilities, and losses (collectively, “Claims”) arising out of the Rental Agreements arising before the Assignment Date, including any Claims arising as a result of any inaccuracies in Assignor’s representations and warranties set forth in the Purchase Agreement and in this Assignment Agreement. Assignee shall indemnify, defend, and hold harmless Assignor and all persons and entities affiliated with Assignor including their respective officers, agents and employees from and against any and all Claims arising out of the Rental Agreements arising after the Assignment Date, including any Claims arising as a result of any inaccuracies in Assignee’s representations and warranties set forth in the Purchase Agreement and in this Assignment Agreement.
IN WITNESS WHEREOF, the parties have executed this Assignment Agreement as of the Assignment Date.
ASSIGNOR: ASSIGNEE:
THE NORTHRIDGE GROUP, INC.,
a California corporation
By: _______________________
Mary Jo Jahn, CEO & Secretary
IRWINDALE HOUSING AUTHORITY, a
public entity
By:
Albert F. Ambriz, Chair
ATTEST:
_____________________________
Laura Nieto, Authority Secretary
APPROVED AS TO FORM
Aleshire & Wynder, LLP
By: ___________________________
Adrian Guerra, Authority Counsel
NOT TO BE EXECUTED
UNTIL CLOSING
NOT TO BE EXECUTED
UNTIL CLOSING
3 EXHIBIT 1
SUMMARY OF TENANT RENTAL AGREEMENTS
TO BE COMPLETED PRIOR TO EXECUTION
1 EXHIBIT E
GENERAL CONTRACT ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS GENERAL CONTRACT ASSIGNMENT AND ASSUMPTION AGREEMENT (“Assignment Agreement”) is dated as of ___________________, 2024 (“Assignment Date”), by and between THE NORTHRIDGE GROUP, INC., a California corporation (“Assignor”), and the IRWINDALE HOUSING AUTHORITY, a public entity (“Assignee”).
RECITALS
A. Assignor is the owner of that certain real property located in the City of Irwindale, County of Los Angeles, State of California, located at 5164 Ayon Avenue (APNs # 8417-029-929) in the City of Irwindale, California together with all improvements thereon (collectively, “Housing Project”).
B. On ________, 202_, Assignor and Assignee entered into an Agreement for Purchase and Sale of Real Property and Joint Escrow Instructions pursuant to which Assignee agreed to purchase the Property from Assignor (“Purchase Agreement”).
C. The Property is subject to certain service, maintenance and other contracts identified on Exhibit 1 attached hereto and incorporated herein by reference (“Contracts”).
D. Assignee wishes to acquire, and Assignor is willing to transfer, Assignor’s interest in the Contracts concurrent with the Assignee’s acquisition of the Property from Assignor. Accordingly, this Assignment Agreement shall only be effective upon the close of escrow conveying the Property from Assignor to Assignee pursuant to the Purchase Agreement which date is set forth above as the Assignment Date.
NOW, THEREFORE, in consideration of the mutual promises of the parties, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:
1. Recitals. All of the foregoing recitals are true and correct and are incorporated herein by reference.
2. Assignment. Assignor hereby assigns, sells, conveys, and otherwise transfers to Assignee all of Assignor's interests, rights, and obligations under the Contracts. This assignment shall be effective as of the Assignment Date. Assignee's execution hereof confirms that Assignor shall no longer remain liable for the performance of any obligations, terms, covenants, or conditions under the Contracts arising after the Assignment Date and that Assignee hereby agrees to forever release Assignor from the performance of any such obligations, terms, covenants, and conditions under the Contracts.
3. Assumption of Obligations and Rights. Assignee hereby accepts all of Assignor's interests, rights, and obligations under the Contracts arising after the Assignment Date and assumes and agrees to perform all of Assignor's corresponding obligations, terms, covenants, and conditions under the Contracts accruing from, and after the Closing Date.
4. Representations, Warranties and Covenants. All Assignor’s and Assignee’s representations, warranties and covenants set forth in the Purchase Agreement shall survive the Closing and are incorporated into this Assignment Agreement.
5. Due Execution. The person(s) executing this Assignment Agreement on behalf
2 of the parties hereto warrant that: (i) such party is duly organized and existing; (ii) they are duly authorized to execute and deliver this Assignment Agreement on behalf of said party; (iii) by so executing this Assignment Agreement, such party is formally bound to the provisions of this Assignment Agreement; and (iv) the entering into of this Assignment Agreement does not violate any provision of any other agreement to which said party is bound.
6. Effect on Assigned Contract. Except for the assignment of Assignor’s interests to Assignee in accordance with the provisions of this Assignment Agreement, the parties further agree that nothing in this Assignment Agreement shall be deemed as modifying or otherwise affecting any of the provisions of the Contracts.
7. Indemnification. Assignor agrees to indemnify, defend, and hold harmless Assignee and all persons and entities affiliated with Assignee including their respective officers, agents and employees from and against any and all claims, liabilities, and losses (collectively, “Claims”) arising out of the Contracts arising before the Assignment Date, including any Claims arising as a result of any inaccuracies in Assignor’s representations and warranties set forth in the Purchase Agreement and in this Assignment Agreement. Assignee shall indemnify, defend, and hold harmless Assignor and all persons and entities affiliated with Assignor including their respective officers, agents and employees from and against any and all Claims arising out of the Contracts arising after the Assignment Date, including any Claims arising as a result of any inaccuracies in Assignee’s representations and warranties set forth in the Purchase Agreement and in this Assignment Agreement.
IN WITNESS WHEREOF, the parties have executed this Assignment Agreement as of the Assignment Date.
ASSIGNOR: ASSIGNEE:
THE NORTHRIDGE GROUP, INC.,
a California corporation
By: _______________________
Mary Jo Jahn, CEO & Secretary
IRWINDALE HOUSING AUTHORITY, a
public entity
By:
Albert F. Ambriz, Chair
ATTEST:
_____________________________
Laura Nieto, Authority Secretary
APPROVED AS TO FORM
Aleshire & Wynder, LLP
By: ___________________________
Adrian Guerra, Authority Counsel
NOT TO BE EXECUTED
UNTIL CLOSING
NOT TO BE EXECUTED
UNTIL CLOSING
3 EXHIBIT 1
IDENTIFICATION OF CONTRACTS
TO BE COMPLETED PRIOR TO EXECUTION
01005.0013/977497.2
RESOLUTION NO. HA 2024-03-141
A RESOLUTION OF THE IRWINDALE HOUSING AUTHORITY APPROVING
THE ACQUISITION OF THE LEASEHOLD INTEREST OF LAS CASITAS SENIOR APARTMENTS LOCATED AT 5164 AYON AVENUE AND
AUTHORIZING THE TERMINATION OF THE ATTENDANT DISPOSITION AND
DEVELOPMENT AGREEMENT AND REGULATORY AGREEMENT AND
DECLARATION OF COVENANTS AND RESTRICTIONS WITH THE
NORTHRIDGE GROUP, INC., AND FINDING THE ACTIONS EXEMPT FROM CEQA
WHEREAS, the Irwindale Housing Authority (“Authority”) is established to provide suitable, safe and sanitary housing opportunities for Irwindale residents; and WHEREAS, in May 1995 the Authority, Irwindale Community Redevelopment Agency, and Northridge Group, Inc. (“Northridge”) entered into a Disposition and Development Agreement (“DDA”) for the property located at 5164 Ayon Avenue (“Property”). Pursuant to the DDA, Northridge developed the Las Casitas Senior Apartments on the Property. The project was developed in two phases – Phase 1 completed in 1996 consisting of 16 units (including the manager’s unit) and Phase 2 completed in 2012 consisting of 10 units; and
WHEREAS, the Property consists of 26 residential units that, with the exception of 1 unrestricted manager’s unit, have restricted rents affordable to extremely low, very low, low and moderate income senior households. The 32,760 square foot Property features landscaping, one elevator, a club house including a TV room, dining table, kitchen, internet, cable, laundry room and an outdoor covered patio area with a barbecue; and WHEREAS, Northridge owns a leasehold interest in the Property, and currently serves as the Property manager; and
WHEREAS, on March 23, 2011, the Authority and Northridge entered into a Regulatory Agreement and Declaration of Covenants and Restrictions (“Regulatory Agreement”) which created the leasehold interest and Property management obligations, and it was subsequently amended by the parties on July 10, 2013, and October 18, 2018; and
WHEREAS, Northridge desires to sell its leasehold interest together with its ownership interest in all of the personal property on the Property to the Authority; and WHEREAS, the Authority desires to acquire the leasehold interest on the Property and any attendant personal property from Northridge for an agreed upon amount of $900,000.00, and terminate the DDA and Regulatory Agreement; and WHEREAS, the Authority has sufficient funds to acquire the Property, including escrow fees and authorizes Finance Director to transfer $910,000 from Authority’s funds in
01005.0013/977497.2
Local Agency Investment Fund (LAIF) account to Low Mod Housing Asset Fund No. 12 to open escrow.
NOW, THEREFORE, THE BOARD OF THE IRWINDALE HOUSING AUTHORITY DOES HEREBY RESOLVE, DETERMINE, AND ORDER AS FOLLOWS:
SECTION 1. The Agreement for Purchase and Sale of Real Property and Joint Escrow Instructions, attached hereto as Exhibit “A” is hereby approved and the Executive Director is authorized and directed to execute all documents pertinent and necessary to acquire the leasehold interest subject to approval as to form by the Authority Counsel.
SECTION 2. The Board hereby approves the termination of the DDA and Regulatory Agreement and the Executive Director is authorized and directed to take all steps and execute all documents pertinent and necessary to the termination.
SECTION 3. The Executive Director is authorized and directed to record a new Affordable Housing Covenant against the Property in the form substantially similar to the affordable housing regulations set out in the Regulatory Agreement, and subject to approval as to form by the Authority Counsel.
SECTION 4. The Finance Director is authorized transfer $910,000 ($900,000 + $10,000 escrow fees) from IHA's Local Agency Investment Fund (LAIF) account to Low/Mod Housing Asset Fund No. 12, and 2) release this amount to Escrow for the acquisition only.
SECTION 5. The Executive Director is authorized and directed to negotiate a Professional Services Agreement with the Northridge Group for Property Management Services and maintenance of the Property, for future Authority Board approval. ` SECTION 6. The actions taken herein are exempt from the California Environmental Quality Act (“CEQA”) and do not constitute a “Project” as that term is defined in CEQA Guidelines Section 15378.
SECTION 7. The Authority Assistant Secretary shall certify to the passage and adoption of this Resolution, and the same shall thereupon take effect and be in force.
PASSED, APPROVED, AND ADOPTED this 24th day of April 2024. ________________________________
Albert F. Ambriz, Chair
ATTEST:
_________________________
Laura M. Nieto, MMC
Authority Assistant Secretary
01005.0013/977497.2
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.
CITY OF IRWINDALE )
I, Laura M. Nieto, Assistant Secretary of the Irwindale Housing Authority, do hereby certify that the foregoing Resolution No. HA 2024-03-141 was adopted at a regular meeting of the Housing Authority held on April 24, 2024, by the following vote:
AYES: Authority Members:
NOES: Authority Members:
ABSENT: Authority Members:
ABSTAIN: Authority Members:
_______________________________
Laura M. Nieto, MMC
Authority Assistant Secretary