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HomeMy WebLinkAboutDecember 7, 2004.a1F0 g�.y - ❑ ❑❑ G� MEETING AGENDA Arcadia City Council /Arcadia Redevelopment Agency = • TUESDAY, DECEMBER 7, 2004 This agenda contains a summary of each item of business which the Council may discuss or act on at this meeting. The complete staff report and all other written documentation relating to each item on this agenda are on file in the office of the City Clerk and the reference desk at the Arcadia Public Library and are available for public inspection and review. If you have any question about any matter on the agenda, please call the office of the City Clerk at (626) 574 -5455. In compliance with the Americans with Disabilities Act, if you need special assistance to participate in a City Council meeting, please contact the City Manager's Office at (626) 574 -5401 at least three (3) working days before the meeting nor time when special services are needed. This notification will help City staff in making reasonable arrangements to provide you with access to the meeting. 6:00 p.m. - City Council Chamber Conference Room ROLL CALL AUDIENCE PARTICIPATION CLOSED SESSION City Council /Agency Members: Chandler, Marshall, Segal, Wuo and Kovacic Time reserved fdr comments by the public (Five minutes per person) a. Conference with Real Property Negotiator Pursuant to Govt. Code §54956.8 Name of Agency Negotiator: Deputy Executive Director Properties: 55 W, Huntington Drive Paul Rusnak 21 Morlan Place Hann Ling Shaw (Church in Arcadia) 28 W. Santa Clara Don and Ray Dahlgren 41 W. Huntington Drive Mr. & Mrs. Manny Romero 35 W. Huntington Drive Gary and Dan Braun (35 W. Huntington Partners) 27 W. Huntington Drive Richard Fischer (Tempelkadian) Terms Under Negotiation: Price and Terms of Payment STUDY SESSION b. INVOCATION PLEDGE OF ALLEGIANCE ROLL CALL Transportation Master Plan 7:00 p.m. — City Council Chamber City Council /Agency Members: Chandler, Marshall, Segal, Wuo and Kovacic SUPPLEMENTAL INFORMATION FROM STAFF REGARDING AGENDA ITEMS REPORT BY THE CITY ATTORNEY REGARDING CLOSED SESSION ITEMS MOTION TO READ ALL ORDINANCES /RESOLUTIONS BY TITLE ONLY AND WAIVE READING IN FULL LASER IMAGED PRESENTATIONS ' a. Citizen of the Month Award to the Arcadia Police Reserve Officers 1. PUBLIC HEARING — CITY COUNCIL /ARCADIA REDEVELOPMENT AGENCY the City of Arcadia making certain findings pursuant to California Health and Safety Code Section 33433 in connection with and approving the sale of property pursuant to a Land Assembly an Development Agreement among the Arcadia Redevelopment Agency Paul P. Rusnak and Rusnak /Arcadia. Recommendation: Adopt Resolution No. ARA -212 and Resolution No. 6452 b. Resolution No. ARA -211 — A Resolution of the Arcadia Redevelopment Agency of the City of Arcadia California approving the adoption of the Five Year Implementation Plan (2005 -2010) for the Central Redevelopment Project Area. Recommendation: Adopt Resolution No. ARA -211 AUDIENCE Time reserved for comments by the public (Five minutes per person) PARTICIPATION ELECTED OFFICIALS - City Council /City Clerk Reports /Announcements /Statements /Future REPORTS Agenda Items 2.. CONSENT CALENDAR —ARCADIA REDEVELOPMENT AGENCY a. Minutes of the November 16, 2004 Regular Meeting Recommendation: Approve b. Fiscal Year 2003 -2004 Redevelopment Agency State Controller and State Housing and Community Development Reports Recommendation: Approve and authorize transmittal to the State C. Renewal of contract with the Ferguson Group for National Legislative Advocacy Recommendation: Approve the renewal of contract and authorize the City Manager to execute Amendment No. 2 to the existing Agreement. CONSENT CALENDAR — CITY COUNCIL d. Minutes of the November 16, 2004 Regular Meeting Recommendation: Approve e. Minutes of the November 17, 2004 Special Joint Meeting with the Sierra Madre City Council Recommendation: Approve Resolution No. ARA -212 — a Resolution of the Arcadia Redevelopment Agency adopting a Mitigated Negative Declaration and a Mitigation Monitoring Program for a Land Assembly and Development Agreement with Paul P. Rusnak and Rusnak/Arcadia, and approving a Land Assembly and Development Agreement with Paul P Rusnak and Rusnak/Arcadia; Approving a project budget of 13,4 million dollars f. Fiscal Year 2003 -2004 Redevelopment nuency State Controller and State Housing and Community Development Reports Recommendation: Approve and authorize transmittal to the State g. Final Mao Tract No 60096 at 1120 -1126 Mayflower Avenue Recommendation: Approve h. Award of a threes year maintenance services agreement to Urban Graffiti Enterprises. Inc. for graffiti removal services. Recommendation: Approve Resolution No 6450 supporting the City of Arcadia's Natural Hazard Mitigation Plan in Compliance with the Disaster Mitigation Act of 2000 Recommendation: Approve j• 1974 Recommendation: Adopt k. Ordinance No 2202 amending Article III Chapter 1 Part 7 of the Arcadia Municipal Code relating to emergency medical and ambulance transport services and the Paramedic Membership Program. Recommendation: Introduce Live Oak Avenue Landscape Rehabilitation Proiect Recommendation: Accept all work performed by Nativ Engineering, Inc. for the Live Oak Avenue Landscape Rehabilitation Project as complete and authorize the final payment to be made in accordance with the contract documents, subject to a retention of $9,069.70. M. Wilderness Park Picnic Shelter Rehabilitation Recommendation: Authorize the City Manager to approve a Contract Change Order for the rehabilitation and maintenance of the Wilderness Park Picnic Shelter in the amount of $65,000 and appropriate $90,000 from the Capital Outlay Fund for engineering design, rehabilitation work and contingencies. n. Renewal of contract with the Ferguson Group for National Legislative Advocacy Recommendation: Approve the renewal of contract and authorize the City Manager to execute Amendment No. 2 to the existing Agreement., o. Transportation Master Plan - Recommendation: Authorize the City Manager to enter Into a Professional Service Agreement with Meyer, Mohhaddes & Associates in an amount not to exceed $53,680 to prepare an update to the Transportation Master Plan; and appropriate $60,000 in Proposition C funds. 3. CITY MANAGER a. Resolution No 6454 electing Whittier Mayor Pro Tern Greg Nordbak to represent cities with prescriptive water pumping rights on the Board of the San Gabriel Basin Water Quality Authority. Recommendation: Adopt b. Statement of Policy concerning the role of the City Council Board and Commission Liaisons Recommendation: Provide direction ADJOURNMENT The City Council will adjourn the meeting to Tuesday, January 4, 2005 at 6:00 p.m., City Council Chamber Conference Room. ANNOTATED COUNCIL AGENDA — CITY OF ARCADIA TUESDAY, DECEMBER 7, 2004 ITEM NO. DESCRIPTION ACTION MOTION — ORDINANCES AND RESOLUTIONS TO BE READ BY TITLE ONLY Approve that Ordinances and Resolutions be read by title only and that the Approved reading in full be waived. 5 -0 1.a. PUBLIC HEARING (ARCADIA REDEVELOPMENT AGENCY): Deliberations Council voted to postpone their deliberations on this matter until January 4, postponed by 2005 a 5 — 0 vote until January 4, 2005 1.b PUBLIC HEARING (ARCADIA REDEVELOPMENT AGENCY): Approved 5 -0 Adopt Resolution No. ARA -211 2.a. CONSENT AGENDA ( ARCADIA REDEVELOPMENT AGENCY): Approved 5 -0 Minutes of the November 16, 2004 Regular Meeting 2. b. That the Arcadia Redevelopment agency approve the State Annual Report for Approved Fiscal Year 2003 -2004 and the State Housing and Community Development 5 -0 Report for Fiscal Year 2003 -2004 and forward them to the City Council; and that the City Council approve the State Annual Report for Fiscal Year 2003- 2004 and the State Housing and Community Development Report for Fiscal Year 2003 -2004 and authorize staff to forward them to the State Controller and the State Housing and Community Development Department. 2.c. Authorize the City Manager to execute Amendment No. 2 to the existing Approved Agreement with The Ferguson Group to represent the City of Arcadia on 5 -0 legislative issues and revenue opportunities for a twelve (12) month period, effective December 20, 2004. 2.d. CONSENT AGENDA (CITY COUNCIL): Approved Minutes of the November 16, 2004 Regular Meeting 5 -0 2.e. Minutes of the November 17, 2004 Special Joint Meeting with the Sierra Madre Approved City Council 5 -0 2.f. That the Arcadia Redevelopment agency approve the State Annual Report for Approved Fiscal Year 2003 -2004 and the. State Housing and Community Development 5 -0 Report for Fiscal Year 2003 -2004 and forward them to the City Council; and that the City Council approve the State Annual Report for Fiscal Year 2003- 2004 and the State Housing and Community Development Report for Fiscal Year 2003 -2004 and authorize staff to forward them to the State Controller and the State Housing and Community Development Department. 2. g. Approve Final Map No. 60096 fora five -lot single - family residential subdivision Approved at 1120 -1126 S. Mayflower Avenue. 5 -0 2. h. Authorize the City Manager to enter into a three -year maintenance services Approved Page 1 of 2 LASER IMAGED Page 2of2 agreement with Graffiti Removal Enterprises, Inc. subject to approval as to 5 -0 form by the City Attorney. 2. L Approve a Resolution of the City Council of the City of Arcadia, California, Approved su ortin the 2004 Natural Hazard Mitigation Plan. 5 -0 2. j. Approve a Resolution of the City Council of the City of Arcadia, California, Approved approving and adopting an amended appendix to the Conflict of Interest Code 5 -0 pursuant t o the Political Reform Act of 1974. 2. k. Introduce an Ordinance of the City Council of the City of Arcadia, California, Approved amending Article III. Chamber 1, Part 7 of the Arcadia Municipal Code relating 5 -0 to emergency medical and ambulance transport services and paramedic membership program. 2.1. Accept all work performed by Nativ Engineering, Inc. for the Live Oak Avenue Approved Landscape Rehabilitation Project as complete; authorize final payment to be 5 -0 made in accordance with the contract documents, subject to a retention of $9,069.70. 2. m. Approve a contract change order to Vargas Olson Enterprises, Inc. in the Approved amount of $65,000 for the Rehabilitation of Wilderness Park Picnic Shelter; 5 -0 authorize the City Manager to approve a contract change order for this action; and authorize an appropriation of $90,000, from the Capital Outlay Fund. 2. n. Authorize the City Manager to execute Amendment No. 2 to the existing Approved Agreement with The Ferguson Group to represent the City of Arcadia on 5 -0 legislative issues and revenue opportunities for a twelve (12) month period, effective December 20, 2004. 2.o. Authorize the City Manager to enter into a Professional Services Agreement Approved with Meyer, Mohaddes & Associates, Inc. in an amount not to exceed $53,680 5 -0 to prepare an update to the Transportation Master Plan and appropriate $55,000 in Proposition C Funds. 3. a. Approve a Resolution of the City Council of the City of Arcadia, California, Approved casting its votes for Whittier Mayor Pro Tem Greg Nordbak to represent cities 5 -0 with prescriptive pumping rights on the Board of the San Gabriel Basin Water Quality Authority. 3.b. Revise the City Council Board and Commission liaisons policy to include the Approved following language: "The Liaison is expected to attend the first Commission 5 -0 meeting that takes place after he /she is appointed (absent an emergency or other unavoidable conflict) and is encouraged to attend as many commission meetings as possible and as appropriate throughout the year." Page 2of2 CITY COUNCIL OF THE CITY OF ARCADIA and the ARCADIA REDEVELOPMENT AGENCY REGULAR MEETING TUESDAY, DECEMBER 7, 2004 MINUTES Audio and video tape copies of the City Council /Redevelopment Agency proceedings are on file in the office of the City Clerk 46:0173 The City Council and Arcadia Redevelopment Agency met in a Regular Meeting on Tuesday, December 7, 2004, 6:00 p.m. in the Council Chamber Conference Room pursuant to the previously adjourned Regular Meeting. 6:00 p.m. — City Council Chamber Conference Room ROLL CALL PRESENT: City Council /Agency Members: Chandler, Marshall, Segal, Wuo and Kovacic ABSENT: None. AUDIENCE None. PARTICIPATION CLOSED SESSION a. Conference with Real Property Negotiator Pursuant to Govt. Code §54956.8 Name of Agency Negotiator: Deputy Executive Director Properties: 55 W. Huntington Drive Paul Rusnak 21 Morlan Place Hann Ling Shaw (Church in Arcadia) 28 W. Santa Clara Don and Ray Dahlgren 41 W. Huntington Drive Mr. & Mrs. Manny Romero 35 W. Huntington Drive Gary and Dan Braun (35 W. Huntington Partners) 27 W. Huntington Drive Richard Fischer (Tempeikadian) Terms Under Negotiation: Price and Terms of Payment STUDY SESSION b. Transportation Master Plan Bill Kelly, City Manager, Don Penman, Assistant City Manager /Development Services Director, and Phil Wray, City Engineer, presented the Transportation Master Plan study session; staff provided information regarding the 2001 Transportation Master Plan study, the City's critical and deficient intersections, and mitigation plans for a variety of transportation issues; Council Members received information from staff regarding the legal issues surrounding impact fees; staff noted that tonight's consent calendar featured a Professional Services Agreement with a consultant to update the City's Transportation Master Plan; no action was taken by the Council during study session. REODNVENE. The Regular Meeting of the City Council and Arcadia Redevelopment Agency was REGULAR MEETING reconvened in the City Council Chamber at 7:00 p.m. LASER IMAGED 12/7/04 *?n 46:0174 7:00 p.m. — City Council Chamber INVOCATION Jolene Cadenbach, Arcadia Congregational Church PLEDGE OF Pete Kinnehan, Economic Development Administrator ALLEGIANCE ROLL CALL PRESENT: Council /Agency Members Chandler, Marshall, Segal, Wuo and Kovacic None. ABSENT: SUPPLEMENTAL INFORMATION FROM STAFF REGARDING AGENDA ITEMS Bill Kelly, City Manager, noted that the City Council received a revised resolution for item 2. j. on tonight's agenda. REPORT BY THE CITY ATTORNEY REGARDING CLOSED SESSION ITEMS Kevin Randolph, City Attorney, noted that the Council took no reportable action at tonight's Closed Session. MOTION — It was moved by Council Member Chandler and seconded by Council Member Marshall ORD. & RES. then carried without objection that Ordinances and Resolutions be read by title only and READ BY TITLE ONLY that the reading in full be waived. PRESENTATIONS a. Citizen of the Month Award to the Arcadia Police Reserve Officers Mayor Kovacic commended several Arcadia Police Reserve Officers who have volunteered their time to make Arcadia a safe community for all residents. 1. PUBLIC HEARING — CITY COUNCIL /ARCADIA REDEVELOPMENT AGENCY a. Don Penman, Assistant City Manager /Development Services Director, and Pete Kinnahan, Economic Development Administrator presented the staff report; staff noted that Mr. Paul Rusnak, owner of the Mercedes Benz dealership at 55 W. Huntington Drive, had approached the Agency for assistance in assembling the five (5) properties (approximately 3.6 acres) to the east for the purpose of expanding his existing dealership; these properties are generally underutilized, lack sufficient parking, and combine incompatible land uses; staff noted the salient points of the 2004 Land Assembly and Development Agreement (LADA) and significant impacts and effects of the project. In response to questions from the City Council, staff explained the reimbursement provisions of the LADA as well as the next steps in approval of the project. 12/7/04 46:0175 AUDIENCE The following members of the audience appeared to speak in support of the proposed PARTICIPATION LADA: Paul Rusnak dealer of record and proposed developer The following members of the audience appeared to speak against the proposed LADA: Richard Fisher Arcadia Elks Lodge Dean Dennis, representing Arcadia Self Storage (25 Huntington West Partners) Ham Siraty Church in Arcadia Arnold Graham representing the Arcadia Elks Lodge David Chang representing the Church in Arcadia Michael Keat member of the Church in Arcadia Linda Dona speaking on behalf of her son Peter who is a member of the Church in Arcadia Wayne Chen, Church in Arcadia Claire Cheng. Church in Arcadia Reverend Gary Clark Christian Center of Arcadia Richard Dulake Church in Arcadia Diane Stonen. Arcadia Elks Lodge Amy Dulake, Church in Arcadia Grace Lee, Church in Arcadia Take Nguyen Church in Arcadia David Dong Church in Arcadia Kurt King, member of several community organizations including the Chamber of Commerce, appeared to note that Rusnak should be more involved with the community. MOTION TO Noting no further public comment, Agency Chair Kovacic closed the public hearing. CLOSE THE PUBLIC HEARING AGENCY In response to a question from Agency Member Chandler, Mr. Penman and Mr. MEMBER Randolph noted the relevant California Redevelopment Law that determined the DELIBERATION standard for establishing a redevelopment area; they referenced the standard that each property located within the proposed zone need not individually be declared as blighted. Noting the questions raised by representatives of the property owners affected by the proposed LADA, City Attorney Kevin Randolph recommended that it would be in the City's best interest to provide written responses to the questions as part of the official administrative record of these proceedings. MOTION It was moved by Agency Member Chandler and seconded by Agency Member Wuo to officially close the public hearing and postpone Council's deliberations on this matter to January 4, 2005. ROLL CALL PRESENT: Council /Agency Members Chandler, Marshall, Segal, Wuo and Kovacic ABSENT: None. 12/7/04 46:0176 b. Mr. Penman presented the staff report regarding the Agency's requirement to prepare and adopt a Five Year Implementation Plan by December 31, 2004; the plan sets forth and determines the Agency's goal and objectives and identifies programs, projects, and activities within the next five years; the agency is also required to detail its affordable housing goals, projects and programs over the next ten years by a variety of demographic factors. AUDIENCE None. PARTICIPATION MOTION TO Noting no further public comment, Agency Director Kovacic closed the public hearing. CLOSE THE PUBLIC HEARING COUNCIL None. DELIBERATION MOTION It was moved by Agency Member Segal and seconded by Agency Member Chandler to adopt a resolution of the Arcadia Redevelopment Agency of the City of Arcadia, California, approving the adoption of the five -year implementation plan (2005 -2010) for the central Redevelopment Project Area. ROLL CALL PRESENT: Council /Agency Members Chandler, Marshall, Segal, Wuo and Kovacic ABSENT: None. AUDIENCE None. PARTICIPATION ELECTED City Council /City Clerk Reports /Announcements /Statements /Future Agenda Items OFFICIALS - REPORTS COUNCIL MEMBER Council Member Marshall complimented the City Clerk's office on the new agenda MARSHALL Flyers; noted that the recycling center will accept green waste after the holidays for no charge; acknowledged the Festival of Bands; received support from Mayor Kovacic and Council Member Segal to place the topic of an armed forces banner program on a future agenda for discussion purposes; wished all a Merry Christmas, Happy New Year and Happy Hannukah; her thought for the day was, "Reach for the moon.... it's ok if you don't make it because you will probably end up in the stars." COUNCIL MEMBER Council Member Segal encouraged members of the public to donate to the White SEGAL Christmas Program at Victory Chapel and wished members of the audience a Happy New Year, Merry Christmas and Happy Hannukah. COUNCIL MEMBER Council Member Chandler acknowledged Pete Kinnahan's dedicated service to the CHANDLER City of Arcadia and wished him a happy retirement. COUNCIL MEMBER Council Member Wuo wished members of the audience Happy Holidays. WUO MAYOR KOVACIC Mayor Kovacic acknowledged Pete Kinnahan's service to the City, and wished all members of the audience a Happy Holiday season. CITY CLERK City Clerk Jim Barrows wished all a happy holiday season and sent birthday greetings BARROWS to his wife Margaret. 4 12/7/04 46:0177 2. CONSENT CALENDAR — ARCADIA REDEVELOPMENT AGENCY a. Minutes of the November 16, 2004 Regular Meeting Recommendation: Approve b. Fiscal Year 2003 -2004 Redevelopment Agency State Controller and State Housing and Community Development Reports Recommendation: Approve and authorize transmittal to the State c. Renewal of contract with the Ferguson Group for National Leoislative Advocacy Recommendation: Approve the renewal of contract and authorize the Executive Director to execute Amendment No. 2 to the existing Agreement. MOTION - It was moved by Agency Member Chandler and seconded by Agency Member Wuo, CONSENT AGENDA then carried on roll call vote to approve item 2.a. through 2.c. on the Arcadia Redevelopment Agency consent calendar. ROLL CALL AYES: Agency Members Chandler, Marshall, Segal, Wuo and Kovacic NOES: None CONSENT CALENDAR — CITY COUNCIL d. Minutes of the November 16, 2004 Regular Meeting Recommendation: Approve e. Minutes of the November 17, 2004 Special Joint Meeting with the Sierra Madre City Council Recommendation: Approve Fiscal Year 2003 -2004 Redevelopment Agency State Controller and State Housing and Community Development Reports Recommendation: Approve and authorize transmittal to the State g. Final Map Tract No. 60096 at 1120 -1126 Mayflower Avenue Recommendation: Approve h. Award of a three (3) year maintenance services agreement to Urban Graffiti Enterprises, Inc. for graffiti removal services. Recommendation: Approve Resolution No. 6450 supporting the City of Arcadia's Natural Hazard Mitigation Plan in Compliance with the Disaster Mitigation Act of 2000 Recommendation: Approve j. Resolution No. 6453 approving and adopting an amended appendix to the Conflict of Interest Code pursuant to the Political Reform Act of 1974 Recommendation: Adopt k. Ordinance No. 2202 amending Article III, Chapter 1, Part 7 of the Arcadia Municipal Code relating to emergency medical and ambulance transport services and the Paramedic Membership Program. Recommendation: Introduce 12/7/04 46:0178 Live Oak Avenue Landscape Rehabilitation Proie7 Recommendation: Accept all work performed by Nativ Engineering, Inc. for the Live Oak Avenue Landscape Rehabilitation Project as complete and authorize the final payment to be made in accordance with the contract documents, subject to a retention of $9,069.70. m. Wilderness Park Picnic Shelter Rehabilitation Recommendation: Authorize the City Manager to approve a Contract Change Order for the rehabilitation and maintenance of the Wilderness Park Picnic Shelter in the amount of $65,000 and appropriate $90,000 from the Capital Outlay Fund for engineering design, rehabilitation work and contingencies. n. Renewal of contract with the Ferguson Group for National Legislative Advocacy Recommendation: Approve the renewal of contract and authorize the City Manager to execute Amendment No. 2 to the existing Agreement. o. Transportation Master Plan Recommendation: Authorize the City Manager to enter into a Professional Service Agreement with Meyer, Mohhaddes & Associates in an amount not to exceed $53,680 to prepare an update to the Transportation Master Plan; and appropriate $60,000 in Proposition C funds. MOTION - It was moved by Council Member Chandler and seconded by Council Member Wuo CONSENT AGENDA , then carried on roll call vote to approve item 2.d. through 2.0. on the City Council consent calendar. ROLL CALL AYES: Council Members Chandler, Marshall, Segal, Wuo and Kovacic NOES: None CITY MANAGER a. Resolution No. 6454 electing Whittier Mayor Pro Tern Greg Nordbak to represent cities with prescriptive water pumping rights on the Board of the San Gabriel Basin Water Quality Authority. Mr. Kelly presented the report; staff is recommending that the City Council cast its five (5) votes to re -elect Whittier Mayor Pro Tern Greg Nordbak to represent cities with prescriptive pumping rights on the Board of the San Gabriel Basin Water Quality Authority. MOTION It was moved by Agency Member Chandler and seconded by Agency Member Segal, then carried on roll call vote to adopt Resolution No. 6454 electing Whittier Mayor Pro Tern Greg Nordbak to represent cities with prescriptive water pumping rights on the Board of the San Gabriel Basin Water Quality Authority. ROLL CALL AYES: Council Members Chandler, Marshall, Segal, Wuo and Kovacic NOES: None b. Statement of Policy concerning the role of the City Council Board and Commission Liaisons After discussion on the official Council liaison policy was conducted Mayor Kovacic suggested that the wording of the policy be amended to read, "The Liaison is expected to attend the first Commission meeting that takes place after he /she is appointed (absent an emergency or other unavoidable conflict) and is encouraged to attend as many commission meetings as possible and as appropriate throughout the year." 6 12/7/04 46:0179 MOTION It was moved by Mayor Kovacic and seconded by Council Member Segal, then carried on roll call vote to revise the City Council Board and Commission liaisons policy to include the following language: "The Liaison is expected to attend the first Commission meeting that takes place after he /she is appointed (absent an emergency or other unavoidable conflict) and is encouraged to attend as many commission meetings as possible and as appropriate throughout the year." ROLL CALL AYES: Council Members Chandler, Marshall, Segal, Wuo and Kovacic NOES: None ADJOURNMENT Noting no additional business, at 10:30 p.m. the City Council /Redevelopment Agency adjourned its Regular Meeting to January 4, 2005 at 6:00 p.m. in memory of Robert Harbicht, in the Council Chamber Conference Room. James Barrows, City Clerk by: Vida Tolman, Chief Deputy City Clerk 7 12/7/04 F❑71 STAFF REPORT Arcadia Redevelopment Agency December 7, 2004 T0: Arcadia Redevelopment Agency FROM: e � 3 Don Penman, Deputy Executive Director P y: Pete Kinnahan, Economic Development Administrator SUBJECT: Public Hearing — Adoption of R No. ARA -211, a F Recommendation: Adopt Resolution No. ARA -211 SUMMARY • The Community Redevelopment Law (Health and Safety Code Section 33490) requires the Arcadia Redevelopment Agency to prepare and adopt a Five Year Implementation Plan by December 31, 2004. This Plan is to set forth the Agency's goals and objectives, and to identify programs, projects and activities to address these goals and objectives within the next five years. The Agency is also required in the Implementation Plan to detail its affordable housing goals, projects and programs over the next ten years by year, by income level, by age restriction, price restriction, and by owner /renter. The Agency's affordable housing projects and programs are to assist the City in meeting City Housing Element goals and objectives, i.e., Regional Housing. Needs Assessment (RHNA), over the next ten years. DISCUSSION The 28 -page Five Year Implementation Plan, attached as Exhibit A to Resolution No. ARA -211, is divided into several sections: History of the Project Area and Redevelopment Plan • Limits on the Redevelopment Plan Financial status and funds available Redevelopment accomplishments Blight in the Project Area • . Agency goals and objectives LASER IMAGED \A" (9p Arcadia Redevelopment Agency December 7, 2004 Page 2 • Future Agency general redevelopment projects, programs and activities — Five • Year. Plan (2005 -2010) - ongoing; short term; intermediate term; long term; and opportunity projects and programs • Low moderate income housing • Previous assistance to low moderate income households • Projected low moderate income housing revenues — 2004 -2014 (20% Set Aside) • Affordable housing statutes affecting Arcadia • City of Arcadia demographic and socio- economic characteristics . • Affordable housing projects /programs; year one — FY 2004 -05 through year ten — FY 2013 -2014 — proposed housing projects • Opportunity affordable housing projects • Summary — Agency proposed Ten Year Affordable Housing Program There are several key assumptions /facts underlying this Plan. a) The high land and housing prices in Arcadia make proposed projects /programs more expensive than,other nearby communities. b) The high incomes of many residents and of the City as a whole make the Agency and City ineligible for some federal and state programs benefiting lower income communities. • c) The, Agency has to meet its annual "excess surplus ".requirements or face serious operational consequences. The Agency's auditor, Conrad Associates, estimates that the Agency must .spend or encumber for affordable housing at least $242,000 by July 1, 2005 and about $1,800,000 by July 1, 2006. d) Within the ten year period, the Agency must expend its funds in proportion to the Housing Element (net) Regional Housing Needs Assessment (2001) numbers — Very low income 50 households (68 %) Low income 7 households (10 %) Moderate income 16 households (22 %) Net Remaining Total 73 units (100 %) e) According to the 2000 Census and recent analyses by Claritas, there are numerous families and individuals of very low and low income in Arcadia. The major general redevelopment projects proposed in the Implementation Plan for the next few years are the Morlan Place project ($8 million), the Fire Station project ($700,000), and the 210 /Santa Anita Avenue landscaping project ($400,000), in addition to the ongoing activities — pay the 2001 Bond Debt Service, pay the 20% set aside to the Low Moderate Income Housing fund, pay the ERAF, and finance the operations of • the Economic Development Division. f" fi t 7"/n� �., ic, lf s w�!'i�S y. � } ,.. i„rY'� Arcadia Redevelopment Agency December 7, 2004 Page 3 • The major affordable housing programs proposed in the draft Implementation Plan are: Alta Street condominium project (6 low, 5 moderate income, over 2 -3 years), Housing Rehabilitation Program (24 very low income, over 10 years), First Time Home Buyer Program (27 very low, 13 low, 9 moderate income families, over 10 years). ENVIRONMENTAL IMPACT Per Community Redevelopment Law Section 33490 (a) (1) B, the Implementation Plan is hot subject to CEQA. Individual projects and programs are subject to CEQA prior to approval /appropriation. FISCAL IMPACT The ten year housing component of the Plan is estimated to cost approximately $11 million. All money will come from the Low /Moderate Income Housing 20% Set Aside Fund. The non- housing or general redevelopment component of the Plan is estimated to cost approximately $31,000,000. RECOMMENDATION • It is recommended that: 1) The Agency open the public hearing; 2) That the Agency adopt the attached Resolution No. ARA -211, a Resolution of the Arcadia Redevelopment Agency of the City of Arcadia, California approving the adoption of the Five Year Implementation Plan (2005 -2010) for the Central Redevelopment Project Area. Approved: William R. Kelly, Executive Director • NOTICE OF PUBLIC HEARING ARCADIA REDEVELOPMENT AGENCY DECEMBER 7, 2004 — 7:00 P.M. Pursuant to California Health and Safety Code (Redevelopment Law) Section 33490, the Arcadia Redevelopment Agency will hold a Public Hearing at 7:00 p.m. on Tuesday, December 7, 2004 at the City of Arcadia City Council Chambers, 240 W. Huntington Drive, Arcadia, to hear testimony of all interested persons for the purpose of reviewing the Five Year Implementation Plan and Housing Program (2005 -2010) and evaluating the progress of the redevelopment project area. Copies of the draft Implementation Plan are available for review in the Office of the City Clerk, City Hall, 240 W. Huntington Drive, Arcadia, and at the Arcadia Public Library (Reference Desk), 20 W. Duarte Road, Arcadia. All interested persons are invited to appear at the Public Hearing and to provide evidence or testimony concerning the proposed Five Year Implementation Plan and Housing Program (2005 - 2010). You are hereby advised that should you desire to legally challenge any action taken by the City Council with respect to the proposed item you may be limited to raising only those issues and objections which you or someone else raised at or prior to the time of the Public Hearing. In compliance with the Americans with Disabilities Act, if you need special assistance to participate in a City meeting, please contact the Development Services department at City Hall (626) 574 -5408. Please contact the Department at least three (3) working days before the meeting or time when special services are needed. This notification will help City staff in making reasonable arrangements to provide you with access to the meeting. Publication Requirements - Arcadia Weekly Publish - Thursday, November 4, 2004 Thursday, November 11, 2004 Thursday, November 18, 2004 Thursday, November 25, 2004 Post — Street light pole — 7 E. Huntington Drive (Denny's) (11/4/2004) Street light pole — 6 E. Huntington Drive (retail stores) Street light pole — 300 E. Huntington Drive (Souplantation) Street light pole — 41 E. Wheeler (Post Office) Q- v PROOF OF PUBLICATION (2015.5 C.C.P.) STATE OF CALIFORNIA, COUNTY OF LOS ANGELES, I am a citizen of the United States and a resident of the County aforesaid; 1 am over the age of eighteen years, and not a party to or interested in the above - entitled matter. I am the principal clerk of the printer of the Arcadia .Weekly. _.a .newspaper of general circulation vehich has been adjudged as a newspapeof general circulation by the Superior Court of the County of Los Angeles, State of California on- the date of October 3, 1997, Case Number GS004333; that the notice, of which the annexed is a printed copy (set in type not smaller than nonpareil), has been published in each regular and entire issue of said newspaper and not in any supplement thereof on the following dates, to -3wit: 1 declare under penalty of perjury that the foregoing is true and correct. Dated at Arcadia, Los Angeles County, California, This a5 day of (10�2xriI f1� .2004 d'a m aA Signature CORE MEDIA GROUP, INC. Arcadia WeeklyfMonrovia Weekly Sierra Madre Weekly /Pasadena Independent 34 E. Huntington Drive Arcadia, CA 91006 (626) 294 -1090 (This space is for the County Clerk's Filing Stamp only) RECEIVED NOV 2 9 2004 CITY OF ARCADIA CM CLERK oof- of- P_ublicat on-of `,. NOTICE OF PUBLIC HEARING) , .,•.Public ARCADUIREDEVELOPMENT AGENCY= - DECEMBER 7.2004 -7.0 P -M• I Publish- V 4t ,(RedevelopmentLaw) 33490, the Arcadia 1 . Public Hearing at 7:00 P.M. on Tuesday; December 7, 2004 at the City of Arcadia City 'Council t Chambers; 240. W. Huntington Drive, Arcadia, to hear. testimony of all interested persons for the purpose of reviewing the Five Year 1 '_Implementation -Plan and Housing Program (2005 - 2010). and ±� _ evaluating the progress of the redevelopment project area. Copies of the draft Implementation Plan are available for review in the 1 . office of..the City Clerk, City. Hall, 240 W. Huntington Drive, Arcadia, and at the Arcadia Public Library (Reference Desk). 20 W. Duarte Road', Arcadia. . All interested persons are, invited to appear at the Public Hearing end to ,provide evidence or testimony conceming.lhe proposed Five Year Program (20054010). You are hereby advised that should-you desire to legally challenge any action taken by the City Council wilh-respect to the proposed item'" you may be limited to raising only those issues and objections which you or someone else raised 'at or i prior to the time. of the Public Hearing. . In compliance with the Americans with Disabilities Act, if you need special assistance to participate in a City . meeting; please contact the Development Services department } at City Hall (626) 574-5408. Please I contact the Oepartmenbal least } three (3) working days before the meeting or time when special services are needed. This notification will h City staff in making reasonable arrangements to i provide you with access to the I meeting.. Post'- Thursday, November 2004 Thursday, November 11,2004 Thursday, November 16,2004 Thursday, November 25, 2004 Street light, pole - 7 E.' Huntington = (Danny's) . - (11f4n004) - Street light. pole -6 E: Huntington Drive (retail stores) Street light pole - 300 - - Huntington Drive Street light pole - 41 E. Wheeler (Post Office) v ARCAD MEMORANDUM � & Development Services Department November 30, 2004 TO: Mayor and City Council Agency Chairman and Members FROM: fDon Penman, Deputy Executive Director By: Pete 'Kinnahan, Economic Development Administrator SUBJECT: Previous Transmittal of Agenda Items 1a and 1b In order to provide the City Council /Redevelopment Agency with more time to review the documents for the December 7, 2004 meeting, staff previously delivered to you by separate correspondence: 1(a) The Morlan Place (Rusnak) documents (Staff Report, Land Assembly and Development Agreement, CEQA documents, Disposition Report, City Council Resolution No. 6452 and Resolution No. ARA -212 1(b) Five Year Implementation Plan (2005 -10) Staff Report and Resolution No. ARA -211 No other copy is this Agenda package. A copy for public review is available at the City Clerk's office in City Hall and in the Development Services Department. If you have any questions, please contact Pete Kinnahan or me. Approved: v( William . e y, xecutive Director S �aoAEq kJ l 6d-14 S,4 t F /�� d rl 1 -ke.igs 1�a� ati.�1fib) 1(a) and 1(b) NOTICE OF A JOINT PUBLIC HEARING BEFORE THE ARCADIA CITY COUNCIL AND THE ARCADIA REDEVELOPMENT AGENCY AND NOTICE OF INTENT TO ADOPT A MITIGATED NEGATIVE DECLARATION (MORLAN PLACE PROJECT) Notice of a joint public hearing before the Arcadia City Council and the Arcadia Redevelopment Agency, pursuant to Health and Safety Code Sections 33431 and 33433, is hereby given concerning the proposed acquisition and sale of land by the Redevelopment Agency pursuant to a certain 2004 Land Assembly and Development Agreement by and among the Arcadia Redevelopment Agency, Paul P. Rusnak, as Trustee of the Paul P. Rusnak Family . Trust, dated November 14, 1988, and Rusnak/Arcadia, a California corporation ( "Agreement'), said land being generally located between Santa Clara St., Huntington Drive and partially abutting Morlan Place (See Attached Location Map) in Arcadia. At the joint public hearing, the City Council and Redevelopment Agency will hear public testimony and receive evidence concerning the proposed acquisition and sale of approximately 3.6 +/- acres of land to Paul P. Rusnak, as Trustee of the Paul P. Rusnak Family Trust dated November 14, 1988 ( "Owner "). Mr. Rusnak and Rusnak/Arcadia, a California Corporation ( "Operator "), shall be jointly responsible for the expansion of the adjacent, existing Rusnak/Arcadia Mercedes Benz Dealership and meeting certain financial obligations to the Agency and the City. The Agency will also consider a proposed Mitigated Negative Declaration and Mitigation Monitoring Plan relating to the contemplated project. PUBLIC HEARING DATE: Tuesday, December 7, 2004. TIME: 7:00 p.m. PLACE: City Council Chamber, Arcadia City Hall 240 W. Huntington Drive Arcadia, CA 91007 Notice is hereby given that Peter P. Kinnahan of the City of Arcadia Development Services Department, has completed an Initial Study for the project described as the "Morlan Place Project." The project is located from 27 W. Huntington to 55 W. Huntington, 21 Morlan Place, and 28 W. Santa Clara. This Initial Study was completed in accordance with the City's and Agency's Local Guidelines implementing the California Environmental Quality Act ( "CEQA "), the State CEQA Guidelines and the Public Resources Code. This Initial Study was undertaken for the purpose of determining whether the project may have a significant effect on the environment. On the basis of such Initial Study, staff has concluded that the project could have a significant effect on the environment, and, therefore, mitigation measures will be required in implementation of the project. The mitigation measures will decrease the potential significant environmental impacts of the project to a level of insignificance where a Mitigated Negative Declaration can be adopted. The Initial Study reflects the independent judgment of the Agency. The Project site is not on a list compiled pursuant to Government Code section 65962.5. Copies of the Initial Study and Draft Mitigated Negative Declaration and Mitigation Monitoring Plan are on file at the Agency's office, located at the City Clerk's Office, Arcadia City Hall, 240 W. Huntington Drive, Arcadia, CA 91006 and at the Arcadia Public Library, 20 W. Duarte Rd., Arcadia, CA and are available for public review. The public review period will commence on 14, November 11, 2004, and end on December 7, 2004. Comments will be received until December 7, 2004. Any person wishing to comment on this matter must submit such comments, in writing, to the Agency prior to December 7, 2004. At the joint public hearing on December 7, 2004 at 7:00 p.m., the Agency will consider the project and the Draft Mitigated Negative Declaration and Mitigation Monitoring Plan. If the Agency finds that the project will not have a significant effect on the environment with the implementation of the mitigation measures, it may adopt the Mitigated Negative Declaration. In other words, the Agency may proceed to consider approval of the Agreement, without the preparation of an Environmental Impact Report. The contemplated 2004 Land Assembly and Development Agreement and a Disposition (Summary) Report prepared pursuant to Health and Safety Code Section 33433 concerning the proposed Agreement are available for public inspection, during normal business hours of the Agency, in the Development Services Department, Arcadia City Hall, 240 W. Huntington Drive, Arcadia CA 91007, and at the Arcadia Public Library, 20 W. Duarte Rd., Arcadia, CA. At any time before the date and time of the joint public hearing described in this Notice, written comments on or objections to the Mitigated Negative Declaration or the contemplated 2004 Land Assembly and Development Agreement may be filed with Vida Tolman, Chief Deputy City Clerk located in City Hall, 240 W. Huntington Drive, Arcadia, CA. In addition, all persons will be given an opportunity to appear and be heard on such matters at the joint public hearing. If you challenge the proposed action or actions described in this Notice in court, you may be limited to raising those issues that you or someone else raised at the joint public hearing described in this Notice, or in any written correspondence submitted to Vida Tolman, Chief Deputy City Clerk. Peter P. Kinnahan Economic Development Administrator Title ce / O Lu W uj Q 5 = Q 3/1 V b'11NV VINVS C O IL ci v O J NA70d m 0 N O O NV7 Qz 0 b Q ^ r a c « w e �J Z R ° o Z s co a W y Ott 73V-4V 1 NVS s Nds u'f a Send NOI to Los Angeles County Monday, November 8, 2004 Publication Requirements for CEOA: - Arcadia Weekly Publish - Thursday, November 11, 2004 (send to AW by 11/8) Post — November 11, 2004 — City Hall Thursday, November 18, 2004 Thursday, November 25, 2004 Thursday, December 2, 2004 Publication Requirements for 33433 Report and LADA: - Arcadia Weekly (by 11/8) Publish - Thursday, November 11, 2004 Post — November 11, 2004 — City Hall Thursday, November 18, 2004 Thursday, November 25, 2004 Thursday, December 2, 2004 Information on Project (Env. Checklist, Mitigated Negative Declaration, H &S Code Section 33433 Report, Land Assembly and Development Agreement) is available for public inspection on November 11, 2004 at the City Clerk's Office and Public Library. RESOLUTION NO. ARA -211 A RESOLUTION OF THE ARCADIA REDEVELOPMENT AGENCY OF THE CITY OF ARCADIA, CALIFORNIA, . APPROVING THE ADOPTION OF THE FIVE -YEAR IMPLEMENTATION PLAN (2005 -2010) FOR THE CENTRAL REDEVELOPMENT PROJECT AREA WHEREAS, pursuant to Health and Safety Code Section 33490, the Arcadia Redevelopment Agency ( "Agency') is required to adopt a five -year implementation plan for its redevelopment project area on or before December 31, 2004; and WHEREAS, the Agency adopted its prior plan by ARA Resolution No. 183 on December 21, 1999; and WHEREAS, the Agency pursuant to the Community Redevelopment Law adopted "Amendment No. One" to the Implementation Plan by Resolution 185 on June 6, 2000; and WHEREAS, pursuant to Health and Safety Code Section 33490, the Agency is required to prepare a new Implementation Plan in the fifth year of the original plan, or by December 31, 2004, and WHEREAS, the Agency has prepared a new Five -Year Implementation Plan (2005 -2010) which is attached hereto as Exhibit "A" (the "2005 Plan "); and WHEREAS, the 2005 Plan has been on file and available for public review in the Economic Development Division Offices at the Arcadia City Hall, 240 West Huntington Drive, Arcadia, California; and WHEREAS, the Agency has published notice of the public hearing in the Arcadia Weekly for 3 consecutive weeks and has posted notice of the public hearing in four (4) places in the redevelopment project area and a public hearing has been held on the LASER IMAGED 3 �P y adoption of the Implementation Plan in accordance with Health and Safety Code Section 33490(d); and WHEREAS, the Adoption of the 2005 Plan is not subject to environmental review under the California Environmental Quality Act. NOW, THEREFORE, THE ARCADIA REDEVELOPMENT AGENCY DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. The Arcadia Redevelopment Agency hereby approves and adopts the attached Five -Year Implementation Plan (2005- 2010). SECTION 2. The Secretary of the Agency is hereby authorized and directed to certify the adoption of this Resolution. SECTION 3. This Resolution shall take effect upon adoption. Passed, approved and adopted this 7 day of December 2004. Chairman Arcadia Redevelopment Agency ATTEST: IS/ JAMES H, BARROWS Secretary of the Arcadia Redevelopment Agency APPROVED AS TO FORM: Stephen P. Deitsch City /Agency Attorney STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES) SS: CITY OF ARCADIA ) I, JAMES H. BARROWS, Secretary of the Arcadia Redevelopment Agency of the City of Arcadia, hereby certifies that the foregoing Resolution No. ARA -211 was passed and adopted by the Arcadia Redevelopment Agency of the City of Arcadia, signed by the Chairperson and attested to by the Secretary at a regular meeting of said Agency held on the 7 day of December, 2004 and that said Agency Resolution was adopted by the following vote, to wit: AYES: Agency Members Chandler, Marshall, Segal, Wuo and Kovacic NOES: None ABSENT: None l l JAMES ARR WS Secretary of the Arcadia Redevelopment Agency L i l7 ARCADIA REDEVELOPMENT AGENCY FIVE YEAR IMPLEMENTATION PLAN FY 2005 -2010 0 City of Arcadia 240 W. Huntington Drive Arcadia, CA 91007 (626) 574 -5408 40 December 7, 2004 EXHIBIT A IMPLEMENTATION PLAN 2005 -2015 • Table of Contents Page Background.............................................................................. ............................... 1 A. Redevelopment Agency and Plan .................................... ............................... 1 B. Redevelopment Plan Limits ............................................. ............................... 2 C. Financial Status ............................................................... ............................... 3 D. Funds Available ............................................................... ............................... 3 E. Redevelopment Accomplishments .................................... ..............................4 F. Blight in the Project Area .................................................. ............................... 4 G . Physical Blight ................................................................. ............................... 5 H. Agency Goals and Objectives .......................................... ............................... 6 Future Agency Projects, Programs, Activities — Five Year Plan (2004 -2010) ..... 7 A. Ongoing Programs Projects, Activities ............................. ............................... 8 B. Short Term Projects, Programs, Activities — 1 -3 Years .... ............................... 8 C. Intermediate Term Projects, Programs, Activities — 3 -6 Years ........................ 9 D. Long Term Projects, Programs, Activities — 6 or More Years ......................... 9 Opportunity Projects, Programs, Activities ............................ ............................... 9 • Low Moderate Income Housing ............................................. ............................... 11 A. Previous Agency Assistance to Low Moderate Income Households ............. 11 B. Projected Low /Moderate Income Housing Revenues — 2005 -2014 20% Set - Aside) ........................................................... ............................... 12 C. Affordable Housing Statutes Affecting Arcadia .............. ............................... 13 D. Housing Eligibility ........................................................... ............................... 16 City of Arcadia Demographic and Socio Economic Characteristics ................. 18 Affordable Housing Projects/ Programs ................................ ............................... 21 FY2004 -05 — Year 1 ................................................................ ............................... 22 FY2005 -06 —Year 2 ................................................................. ............................... 23 FY2006 -07 — Year 3 ................................................................ ............................... 25 Opportunity Affordable Housing Projects ............................. ............................... 25 FY2007 -08 — Year 4 ................................................................. ............................... 26 40 FY 2008 -15 —Years 5- 10 .......................................................... ............................... 26 • FY 2012-2014 — Years 9-10 ..................................................... ............................... 26 Summary — Agency Ten Year Affordable Housing Program .............................. 27 Conclusion.............................................................................. ............................... 28 L • • IMPLEMENTATION PLAN 2005 °2010 BACKGROUND The California Redevelopment Law ( "CRL" - Health and Safety Code Sections 33000 et seq., specifically section 33490) requires that all redevelopment agencies adopt an "implementation plan" describing the: 1) specific goals and objectives of a redevelopment agency; 2) the specific projects, programs and activities a redevelopment agency intends to implement over the next five (5) years; 3) estimated expenditures proposed to be made; 4) an explanation of how the Agency's goals objectives, projects, programs and activities will eliminate blight in the project area and meet the Agency's affordable housing requirements. The Implementation Plan can be amended at any time after a noticed public hearing. By law, it must be reviewed and updated after a noticed public hearing after December 31, 2006 and before December 31, 2007. A. Redevelopment Anencv and Plan • The Arcadia Redevelopment Agency was established on December 17, 1968 by City Council Ordinance 1396. The Central Redevelopment Plan was adopted by City Council Ordinance 1490 on December 26, 1973. The Base Year is 1974. A map showing the original Survey Area is Attachment 1 to this Implementation Plan. The current adopted Land Use, Boundary and Eminent Domain map is Attachment 2. The Central Redevelopment Plan has been amended seven times. (The fifth proposed amendment (South Arcadia) was invalidated by court action in 2001 (e.g., Live Oak Avenue project area.) Amendment No. Date Nature of Amendment 1 (City Council 5/19/81 Addition of Planned Development (PD) Land Ordinance 1722) Use in the area east of Second Avenue. 2 (City Council 11/4/86 Addition of limitations on: 1) the term of the Ordinance 1847) Project Area (6/30/24); 2) term of use of eminent domain (12 years — 12/30198); 3) maximum amount of tax increment as required • by AB 1135 ($200 million). 3 (City Council 11/1/94) Addition of time limits per AB 1290 (incur debt, • Ordinance 2025) plan termination and pay off debt — (111/04; 1/25/14; 1/25/24; respectively). 4 (City Council 3/17/99 Reinstate power of eminent domain Ordinance 2102) (condemnation) for 12 years (December 31, 2010), with certain residential areas exempted. 5 (City Council 5/15/01 'Adopt Amendment to Central Redevelopment Ordinance 2145) Project adding South Arcadia Business District. Challenged in lawsuit by L.A. County, Amendment declared invalid by Judge H. Bendix — 10/8/02; Case BC 258029. 6 (City Council 11/7/03 Eliminated the "Incur Debt" limit (per SB 211). Ordinance 2181) Requires Agency to pay 25% of growth in tax increment after 2002 -03 to L.A. County, 21 % after FY 2012 -13. 7 (City Council 12/18/03 Extends "Plan Termination" Date one year to Ordinance 2184) January 25, 2015 and Debt Repayment date to January 25, 2025 (per SB 1045 — ERAF). • The five member City Council also serves as the Redevelopment Agency Board. The Mayor is the Board Chairperson; the Mayor Pro Tern is the Vice Chairperson; the City Clerk serves as the Agency Secretary; 'the City Manager is the Agency Executive Director; and the Assistant City Manager/ Development Services Director is the Deputy Executive Director. The Economic Development Division of the Development Services Department is responsible for the implementation of the Agency's programs, projects and activities. The Administrative Services Department is responsible for the accounting and financial controls, including investments of Agency funds. The Agency is audited annually by an outside independent auditor. B. Redevelopment Plan Limits The Redevelopment Plan has certain "limits" which affect this Implementation Plan. "Incur Debt" Date - None The City Council adopted Ordinance No. 2181 (per SB 211) on November 7, 2003, eliminating the "incur debt" deadline. (Previously, the Agency could not incur any new indebtedness, e.g., bond, loan, etc., after January 25, 2014.) However, the Agency must now annually forward to Los Angeles County 25% of the growth in tax increment after 2002 -03 and an additional 21 % of the growth after 2012 -13. is -2- Plan Termination Date — January 25, 2015 The former Redevelopment Plan termination date (January 25, 2014) was extended by • City Council Ordinance 2184 (ERAF payment; per SB 1045), adopted December 18, 2003. "Debt Payoff" Date - January 25, 2025. The former Redevelopment Plan debt payoff date (January 25, 2014) was extended by City Council Ordinance 2184 (per SB 1045), adopted December 18, 2003. "Tax Increment Ceiling " — $200.000.000 Maximum. amount of tax increment to be collected by Agency prior to the Plan termination date - $200,000,000. (As of August, 2004 - $46,800,000 received). "Power of Eminent Domain " — Expires December 31, 2010. C. Financial Status The Agency has issued the following completed Note /Bond Issues: 1986 — 3 year Note — $3,400,000 — for constructing the City Public Works Services (3 years). Defeased in 1989. 1989 — Refunding Bonds — $3,780,000 (25 years). Defeased in 2001. • 2001 — Tax Allocation Bonds - $20,895,000 (23 years) Series A - tax exempt — $11,655,000 — Refinancing 1989 bonds, repay City loans, assist tax exempt projects, e.g., Police Station, Fire Station, Gilb Historical Museum, other public improvements Series B — taxable — $9,240,000 — Morlan Place, other private projects Agency Debt Owed to the Low /Moderate Income Housing Fund (1985 -96 deficit) $ 4,045,715 Owed to 2001 Bondholders (principal and interest, through,2023) 32,500,000 Total $36,545,715 D. Funds Available Tax exempt bond proceeds — 7/1/04 — $1,400,000 — After completion of the proposed FY 2005 projects,. it is estimated there will be $200,000 still available for tax - exempt projects. Taxable bond proceeds — $8,000,000 — Reserved for the Morlan Place project. Tax Increment — Unallocated FY 2005 — Approximately $400,000, increasing in FY 2007 to $1 million, and rising annually thereafter to $1.2 -$1.4 million per year until January 2017. A cash flow spreadsheet showing Agency Redevelopment and Housing revenues and expenditures through 2025 has been prepared by staff and the Agency's -3- consultant, HdL Coren & Cone, and is available in the Development Services Department). E. Redevelopment Accomplishments A list of the Agency's projects completed to date is shown on Attachment 3 In summary, since 1974 the Agency has assisted in the development of six (6) major hotels, nineteen (19) office buildings, four (4) restaurants, two (2) retail buildings, and 54 units of affordable housing. Almost the entire east end of the Project Area (east of the railroad tracks to Fifth' Avenue, the Foothill Freeway to the railroad tracks) has been redeveloped with Agency assistance. Huntington Drive from Fifth Avenue to Santa Clara Street and First Avenue from Wheeler Avenue to California Street have been reconstructed and revitalized with new landscaping, signage, street furniture, lighting, water system and roadway improvements, including the facades of twenty -eight (28) buildings. Seven (7) private hazardous waste sites were cleaned up with Agency financial assistance. A 54 -unit 100% affordable senior housing project opened in September, 2004. The Agency invested $1,800,000 in this Heritage Park project (Live Oak Avenue). Property tax increment has increased from $300,000 in FY 1975 to $4,064,470 in FY 2004. The six Agency- assisted hotels produced over $1,650,000 in Transit Occupancy taxes to the City of Arcadia in FY 2004. Since the first hotel opened in 1983, collectively the City has received almost $13 million from the five Agency - assisted hotels. The • Agency built and donated to the City the $3 million Public Works Service Center at 11800 Goldring Road. It contributed $4 million to the newly constructed Police Facility, $100,000 to the Gilb Historical Museum, resurfaced four (4) City parking lots, and proposes to contribute $700,000 to a new Fire Headquarters building in FY 2005. Many of the traffic signals in the downtown have been improved over the last two years with redevelopment funds. New sidewalks were installed on Colorado Place and safety lights were installed under the Huntington Drive Bridge at Second Avenue. Over 1,400 new full -time and 2,000 part-time jobs have been created because of Agency- assisted projects. The image and reputation of both the City and of the Downtown Project Area have been significantly improved. F. Blight in the Project Area The existence of blight. in the Project Area has been documented in the Redevelopment Plan. Redevelopment Law states that "the existence of blight constitutes a serious and growing menace which is condemned as injurious and inimical to the public health, safety and welfare of the people of the community in which it exists and of the people of the State." The State has determined that pervasive blight, as defined by Redevelopment Law, "presents difficulties and handicaps which are beyond remedy and control solely by regulatory processes in the exercise of police power." Further, blight tends to "further obsolescence, deterioration and disuse in the community." KIM The Agency's description of the blight in the Project Area derives from two principal sources: a) the initial findings at the time of Project Area adoption in 1973; and b) an analysis made in 1994 utilizing blighting conditions as defined in AB 1290. G. Physical Blight Physical blight was identified when the Redevelopment Plan was initially adopted in 1973. These conditions include: A. Substandard and obsolete or outmoded commercial, industrial, and residential structures. B. An incompatible mixture of industrial, commercial, residential, railway and public land uses. C. The existence of wooden frame residential structures conducive to a potential serious conflagration. D. A subdivision pattern that was designed for a life style and living pattern not consistent with today's needs and development patterns. E. Strip zoning practices and faulty planning such as the overconing of uses well beyond the present or near future potential economic absorption. F. Small, fragmented ownership patterns that make land, assembly difficult and • retards implementation of the General Plan. G. Division of the Project Area by a mainline railroad. H. The right -of -way angle of both the freeway and railroad line cause irregular lot patterns and have an adverse impact on adjacent properties. A number of intersecting arterial streets producing greater traffic impact on this as opposed to other parts of the City. J. Some vacant and unused properties which constitute a nuisance because of improper maintenance and upkeep and possible fire hazard. In addition to the physical blight which is visually apparent, blighting economic conditions also exist in the Project Area. These conditions have been identified in AB 1290. Symptoms of this blight include: K. Depreciated and stagnant property values or impaired investments, including, but not necessarily limited to, those properties containing hazardous wastes that require the use of Agency authority to remedy. L. Abnormally high business vacancies, abnormally low lease rates, high turnover rates, abandoned buildings, and excessive vacant lots within an area developed for urban use and served by utilities. -5- M. Physical factors that prevent or substantially hinder the economically viable use • or capacity of buildings or lots. This condition can be caused by a substandard design, inadequate size given present standards and market conditions, lack of parking, or other similar factors. N. When physical and economic conditions are present, the existence of inadequate public improvements, parking facilities, or utilities. A blighted area also may be one that contains physical and economic blighting conditions and is, in addition, characterized by the existence of inadequate public improvements /facilities. H. Agency Goals and Objectives The goals and objectives of the Agency are derived from two sources: a) the goals and objectives in the original 1973 Redevelopment Plan; and b) the supplemental goals and objectives adopted by the Agency in 1984. As part of the Redevelopment Plan adoption process in 1973, goals and objectives were identified. The primary purpose of redevelopment then, as now, was to eradicate the blight identified in the Project Area. To address this ultimate goal, the following goals were established: • 1. Create an aesthetic, healthful and functional environment. 2. Arrest and eliminate further deterioration. 3. Promote the productive and efficient use of land and improve the tax base. 4. Provide adequate off - street parking for shoppers, employers and business persons within the Project Area. 5. Encourage, through Owner Participation agreements, the construction by others of development consistent with the Redevelopment Plan. 6. Provide necessary public facilities, beautification and offsite improvements consistent with the objectives of the Redevelopment Plan. 7. Assist property owners and developers in an effort to redevelop certain portions of the Project Area to provide land uses in harmony with each other, and with other portions of the City and the Redevelopment Plan. 8. Maintain existing buildings and improvements within the Project Area which are consistent with the Redevelopment Plan. • 9.. Promote affordable housing programs within the Project Area. in On July 10, 1984, the Agency adopted additional goals and objectives by Minute Order. They arenas follows: 10. Bring to the City and particularly the Downtown Redevelopment Project Area new, quality, intensive development that is attractive and contributes to the quality of life and economic growth of Arcadia. 11. Encourage the revitalization of the City's underutilized and economically stagnant areas, particularly the Downtown. 12. Cooperate with business, educational, civic, and service organizations to improve the quality of life and economic opportunity for all in Arcadia. 13. Increase sales and other direct and indirect tax receipts to the City. 14. Increase.tax increment and other revenues to the Agency. 15. Provide increased employment opportunities for Arcadia residents. 16. Improve the image of Arcadia, and the Downtown, as a place to live, shop and work. FUTURE AGENCY PROJECTS, PROGRAMS, ACTIVITIES - FIVE YEAR PLAN (2004 -2010) In 1985, the Agency compiled a list of twenty -six (26) projects and programs as required by AB 265. These were adopted by the Agency on December 3, 1985, and finally by ARA Resolution 97 on July 15, 1986. These have served as the basis of the Agency's long -term project and program planning efforts. The list was updated as part of the multi -year Implementation Plan process and annually as projects were completed by the private or public sector. The Agency master list of projects is derived from four sources: a) the 1986 list; b) the 1994 list (ARA 174) adopted July 5, 1994; c) the October 11, 1994 list (i.e., the Downtown 2000 Program); and d) additional programs and projects compiled by staff and incorporated into the annual Agency Budget adopted by the Board. Many of the projects on the 1985 -86 and the t Attachment 3 — Agency Accomplishments). implementation periods for this Five Year Plan: to three years; 3) intermediate term 3 -6 year in addition, staff has listed several possible Projects, Programs and Activities benefiting shown on page 11.) ao 1994 lists have been completed (see The list below is divided into five (5) 1) ongoing (annual); 2) short term — one >; and 4) long term — 6 or more years; 5) opportunity projects. (Note — Housing low and moderate income people are The programs, projects, and activities listed below will serve to ameliorate or remove remaining blighted or underutilized sections of the redevelopment project area and will meet the goals of the Redevelopment Plan. • 0 lira The projected cost to carry out the projects listed below far exceed the anticipated financial resources of the Agency over the remaining duration of the Implementation • Plan. I The number of projects and programs the Agency will be able to implement depends on a number of factors including the state of the national and local economy, land sales, rate of return on the Agency's investment, degree of owner - tenant and developer participation, whether the Agency elects to issue bonds or pursue third party financing, relocation, goodwill, and fluctuations in land prices and cost of financing. • • A. Ongoing Programs Projects, Activities Title of Project Estimated Amount Payment to 2001 Bondholders $1,680,000/ ear (through 2023 Payment to Low Moderate Income 20% of gross annual tax increment (FY Housing Fund 2005 - $680,000 Economic Development Operations FY 2005 - $530,000 ( Redevelopment and Housin $100,000 Payment to L.A. County Auditor - Controller 25% of tax increment growth after 2002 - (per SB 211; City Council Ordinance 2181) 03, plus an additional 21 % after 2012 -13. Santa Clara /First Ave. Est. FY 2005 - $34,000; FY 2015- $14,000 B. Short Term Projects. Programs. Activities — 1 -3 Years Title of Project Project Site Estimated Amount Morlan Place (Rusnak) (acquisition, 4± acres east of 55 W. $8 million (2001 relocation, administrative) Huntington Dr. taxable bond proceeds) Business Incentive/ Commercial Commercial /Industrial $100,000 Fa ade Rehabilitation zones in project area Traffic Signal Improvements Santa Clara /First Ave. $136,000 (2001 tax - in FY 2004 -05 C.I.P. exempt bond roceeds Santa Anita Entry Design/ Santa Anita, from 210 $415,000 (2001 tax - Improvements Fwy. to Huntington Dr. exempt bond proceeds) in FY 2004 -05 C.I.P. Fire Station Design /Construction Fire Station 105 $700,000 (2001 tax - (in FY 2004 -05 C.I.P.) (headquarters) Santa exempt bond proceeds) Anita/Campus area ERAF payment to Los Angeles Required by State law FY 2005 - $315,000 County FY 2006 - $340,000 Casmalia Settlement Former Public Works $235,000 (although the yard Hazardous Waste Agency believes its disposal litigation exposure is settlement significantly less 210 /Santa Anita Landscaping Public right -of -way $400,000 (50% 2001 Improvements (freeway) landscaping at 210/ tax exempt bond Santa Anita Avenue proceeds; 50% general redevelopment Civic Center/Gym Project Civic Center area $1,000,000 12 C. Intermediate Term Projects, Programs, Activities — 3 -6 Years Title of Project Project Site Estimated Amount Business Incentive/ Commercial Commercial /Industrial $100,000 Fa ade Rehab ilitation zones in project area Gold Line Station Public Commercial /Industrial $10,000,000 Improvements (e.g., design, area around Front St./ bridges, station, parking, etc.) Colorado /First/St. Gold Line Station — Acquisition/ Joseph /La Porte/ Santa $10,000,000 Relocation for private development Anita /Santa Clara Gold Line Station — Acquisition/ Commercial /Industrial $10,000,000 Relocation for private development area around Front St./ Colorado /First/St. Second /Huntington Railroad Bridge Joseph /La Porte /Santa $3,000,000 Reconstruction/Repair Anita /Santa Clara Civic Center /G m Project Civic Center area $1,000,000 Affordable Senior Housing City (Very Low, Low) $2,050,000 50 units 80% funds D. Long Term Projects, Programs. Activities — 6 or More Years Title of Project Project Site Estimated Amount Gold Line Station Public Commercial /Industrial $10,000,000 Improvements (e.g., design, area around Front Street/ bridges, station, parking, etc.) Colorado/First/St. Joseph /La Porte /Santa Anita /Santa Clara Gold Line Station — Acquisition/ Commercial /Industrial $10,000,000 Relocation for private development area around Front Street/ Colorado /First/St. Joseph /La Porte /Santa Anita /Santa Clara Second /Huntington Railroad Bridge Huntington Dr. /Second $3,000,000 Reconstruction/Repair Ave. brid e Santa Clara/Wash Bridge Santa Clara between $1,000,000 Reconstruction/Repair Second and Fifth OPPORTUNITY PROJECTS, PROGRAMS, ACTIVITIES The projects, programs and activities listed below have an indefinite time period, depending on City /Agency funds available, Council /Agency priorities, developer /owner/ tenant interest, federal /state /county /foundation grants and loans available, and market considerations. • • 0 • Title of Pro "ect Project Site Estimated Amount Repayment of Agency debt to Project area $4,045,715 (per Low /Moderate income housing fund ARA Resolution 201 to be paid beginning in 2014 Morlan Place Project (Phase 2). 25 -159 N. Santa Anita Ave., $15,000,000 Acquisition /Relocation /Development 5 -25 W. Huntington Dr., 5 -19 Morlan Place Santa Anita Inn /100 to 1 Club/ 100, 130, 180 W. $10,000,000 Salvation Army Housing Huntington Drive Acquisition/Relocation/Development. U.S. Forest Service 10± acres $15,000,000 Acquisition /Relocation 701 N. Santa Anita Ave. U.S. Forest Service 701 N. Santa Anita Ave. $10,000,000 Development 10+ acres Northwest Corner, Huntington / 101 -107 W. Huntington Dr. $3,000,000 Santa Clara Acquisition /Relocation/ (commercial area) Development South Santa Anita /Lucille, 900 S. Santa Anita area $2,500,000 Acquisition/Relocation/Development East Duarte, Northside 101 -167 E. Duarte Rd. $6,000,000 Acquisition /Relocation /Development (Santa Anita to S. First Ave. Northeast corner, Santa Anita/ 100 N. Santa Anita Ave. $1,000,000 Wheeler Acquisition /Relocation/ Development Affordable Senior Housing Project Available site in City $2,000,000 80% funds Parking District 1 area Acquisition/ 120 -136 E. Wheeler, $5,000,000 Relocation/Development Parking District 1 area Post Office Block Project 25 -31 E. Wheeler, Post Acquisition /Relocation /Development Office, 26 -30 E. Santa Clara, 101 -125 N. first area Alta Street Project A. (West) Acquisition /Relocation/ 35 E. Alta Street $300,000 Development B. (East)— proposed affordable 113 -121 E. Alta St. area $480,000 housing site Public Facility Construction and In or near project area; in $2,000,000 Capital Improvement Project(s) City and of benefit to project area Install wireless technology (wifi) in Downtown Project Area $200,000 the downtown -10- LOW /MODERATE INCOME HOUSING The Health and Safety Code Section 33000 et seq. (Community Redevelopment Law — • "CRL ") has changed significantly since the 1999 Implementation Plan. Provided below is the current status of the Agency's Low /Moderate Income Housing Fund ( "Housing Fund ") and the several requirements of the law, or other facts /issues that must be considered in preparing and implementing the affordable housing component of the Implementation Plan. As mentioned previously, California Redevelopment Law ( "CRL ") Code Section 33490 requires that a redevelopment agency prepare a detailed description of the projects, programs, and activities to be implemented by the Agency for each of the first five (5) years, with the amount proposed to be expended, by owner /renter, by income level (extremely low, very low, low, moderate, special needs), by age (senior over 65, non senior), and by new construction or rehabilitation. A. Previous Agency Assistance to Low /Moderate Income Households The Agency voluntarily agreed to assist 55 units of low /moderate income households in its previous Implementation Plans. The 54 -unit Arcadia Heritage Park (Live Oak Avenue) 100% affordable senior housing project was formally opened September 24, 2004. The Agency is providing a $1,800,000 4.5% residual loan using the Low /Moderate Income Housing Fund. Repayment of the loan is anticipated to begin in year 14 (2018). The developer /owner is required to pay any remaining balance owed the Agency in year 30 (2034). The repayment must be used for affordable housing. • The Heritage Park senior project also met two other objectives — replacement housing and meeting City Housing Element. Regional Housing Needs Assessment ( "RHNA "). Renlacement Housing — The Agency was required to replace the 23 units it removed in 2001 -02 because of the Hale Office Project on North Fifth Avenue. The Agency removed 11 very low, 8 low, and 4 moderate income units. The Heritage Park Project has 16 very low income and 37 low income units. (Because of federal tax law constraints affecting possible foreclosure, the Agency could not record a 55 -year affordability covenant. However, the Agency made certain required findings and therefore these units can be counted toward meeting State law requirements.) The Agency has therefore exceeded its replacement requirement by 5 very low income units and 29 low income units and still has the requirement to assist 4 moderate income households. Housing Element — The adopted City of Arcadia Housing Element (updated 2001) sets forth a goal of assisting 55 very low income, 32 low income and 16 moderate income households (total — 103 units). Although the City cannot by law use the Agency's replacement housing to meet City Housing Element goals, the Heritage Park project has also assisted the'City, reducing the need to 50 very low income units, 7 low income units and 16 moderate income units — total 73 units. • -11- RHNA Needs • Income Level Replacement Housing Heritage Park Net Ad'ustment* Net Remaining RHNA Need Very Low 11 16 +5 -- +5 55 50 Low 8 37 +29* -4* +25 32 7 Moderate 4 - 4 +4* 0 16 16 Total 23 53 -- -- -- 103 73 *The Agency /City can take credit for assisting units of lower income, i.e., 4 units of low income assisted housing can be used in lieu of 4 units of moderate income housing. As a result, the Agency has completely met its replacement housing requirement. The initial goal of the Agency for the ten years of the Implementation Plan period shall be to assist 50 very low income households, 7 low income households and 16 moderate income households, as well as meet any future replacement housing obligations. Deficit Owed the Housing Fund — Amount owed by the Agency to the Housing Fund (to be repaid by the Agency out of tax increment beginning January 25, 2014, or earlier at the Agency Board's discretion, per Resolution ARA -201 - $4,045,715 (per Administrative Services Department and Conrad & Associates). _ Existing Housing Funds - $3,183,000 (after payment of remaining progress payments 2 ($900,000) and 3 (3260,000) to Arcadia Heritage Park, L.P.) _.. • B. Proiected Low /Moderate Income Housin Re venues - 2005 -20 (20% Set - • Note — Because the Agency anticipates expending its housing funds in order to met excess surplus requirements, and because of the difficulty in predicting future fund balances and future interest rates,.-annual interest has been projected at a flat $10,000 /year after year four (4). The Agency can bond on this income stream for purposes of creating affordable housing. The Agency could raise $8 -10 million for (a) project(s). -12- Year 20% Interest Annual Cumulative 1 2005 $ 680,000 $ 64,000 $ 744,000 -- 2 2006 $ 690,000 $ 44,000 $ 734,000 $ 744,000 3 2007 $ 740,000 $ 24,000 $ 764,000 $1,478,000 4 2008 $ 750,000 $ 20,000 $ 770,000 $2,242,000 5 2009 $ 760,000 $ 10,000 $ 770,000 $3,012,000 6 2010 $ 770,000 $ 10,000 $ 780,000 $3,782,000 7 2011 $ 780,000 $ 10,000 $ 790,000 $4,562,000 8 2012 $ 790,000 $ 10,000 $ 800,000 $5,352,000 9 2013 $ 800,000 $ 10,000 $ 810,000 $6,152,000 10 2014 810.000 10.000 820.000 $6,952,000 TOTAL $7,570,000 $212,000 $7,782,000 $7,782,000 -12- C. Affordable Housing Statutes Affecting Arcadia There are numerous provisions of the federal and State law impacting Arcadia. Some . of the more significant are provided below. Excess Surplus - The Health and Safety Code ( "Redevelopment Law ") requires that the Agency expend or encumber in a binding contract an amount based upon the Agency's annual tax increment revenues and the required 20% deposit to the Housing Fund over the previous 3 years. In December 2003 the Agency's auditor, Conrad & Associates, provided a two (2) year projection of this amount. The figures below will change in Fall, 2004 based .upon Conrad's annual audit" of the Agency and their excess surplus calculations per State HCD guidelines. To be spent or encumbered by: July 1, 2005 $ 174,972 July 1, 2006 $1,963,415 Total $2,138,387 The Agency cannot expend these funds for affordable senior housing (see "Proportionality Rule," below). If the Agency does not comply with the excess surplus requirements (CRL Section 33334.12), the matter would have to be disclosed as part of the Agency's annual report to the State Controller and State Department of Housing and Community Development. Should the Agency not meet the excess surplus requirement (CRL Section 33334.12), . the Agency may not encumber or expend any funds from any source, ' "except for obligations incurred by the Agency at least three (3) years prior to the date the monies become excess surplus, e.g., bonds, contracts, loans, etc., until it has spent or encumbered all of the excess surplus PLUS 50% of the deficient excess surplus. These 50% additional monies may not be taken from low /moderate income housing funds, but must come from other sources, e.g., general redevelopment funds. In addition, the Agency can expend only 75% for administration compared to the previous year. So in other words, there is a significant penalty to the Agency should it not meet its excess surplus requirement. Also; according to Best Best & Krieger, assuming the Agency were to approve a Disposition and Development Agreement ( "DDA ") with a developer in December, 2004, and fail to meet the July 1, 2005 excess surplus requirement, the Agency could still continue with the implementation of the developer's DDA. However, it could not enter into any other contracts except to implement an affordable housing project or program. SB 211 ( "Incur Debt' limit) — The Agency no. longer has a time limit on incurring debt due to the adoption of City Council Ordinance 2181. However, the Agency must now pay 25% of the -growth in annual tax increment after FY2003 -04 to Los Angeles County. (The Agency's financial consultant, HdL Coren & Cone, states the amount owed for. FY2004 is $33,074.) In 2014 the percentage increases by another 21 % (HdL Coren & Cone, based upon conservative projections, estimates this figure at $14,000 ±). • -13- a f j f r Debt and Repayment — Because of the passage of ,SB. 211 and the City Council's adoption of Ordinance 2181, the.Agency can incur debt for general redevelopment purposes at any time prior to the plan termination date (January 25, 2015, the extended date due SB 211). Any indebtedness would have to be repaid by January 25, 2025 (the extended date due SB 1045). However for purposes of providing affordable housing, under certain circumstances, the Agency can incur debt for affordable housing purposes after 2015, and repay it back after 2015. Proportionality Rule — As amended; AB 637 (2002) states that the Agency can only expend for low /moderate income senior housing an amount in the proportion that the City's senior population (65 and over) bears to its entire population as determined by the 2000 census (15.5 %). By law, the Agency was able in 2002 to project its annual 20% deposit to the Housing Fund for 10 years at a 1% annual growth rate, plus a reasonable interest rate. (2 %). This amount was $1,800,000. The Agency in 2003 committed this amount for the 54 -unit. Heritage Park senior housing project on Las Tunas Drive. Therefore, the Agency has -no ability to financially assist another affordable senior project with low /moderate housing funds. Notwithstanding the above, given the increasing tax increment receipts due to the redevelopment of the project area, and increasing property values throughout Southern California, it is possible that the Agency may be able in the future to allocate additional funds for affordable senior housing, but this will not become clear for a few more years of consistent stabilized tax increment receipts. AB 637 (2002) also provides that during the duration of the I.P. the Agency must spend l monies in its Housing,Fund to assist housing for low and very low income housing in at least the same proportion as the number of units needed for each of those two groups bears to the total units needed for low and very low incomes as provided in the Housing Element (Health and Safety Code Section 33334.4a). In addition, the Agency can expend money from the general redevelopment fund (80% monies) for affordable senior housing (and low /moderate income housing) without violating the proportionality rule (see page 10). Prevailing Wage — Per SB 975, Agency projects including private projects funded with redevelopment funds are now generally required to pay prevailing wages, e.g., Rusnak, Commercial Fagade Rehabilitation Program, affordable housing. This can increase costs anywhere from 10 -25 %. Though Labor Code Section 1720, et seq. provides that a small number of affordable housing projects are exempt from prevailing wage requirements, the majority of affordable housing projects are subject to prevailing wage laws. Affordability Covenants — In order to meet Redevelopment Law requirements, all affordable housing projects must generally have a recorded enforceable covenant restricting use to agency- assisted low /moderate income households, i.e., ownership — 45 years; rental — 55 years. Incomes must be verified annually. The Agency can require "equity sharing" upon the sale of Agency- assisted ownership housing, including • rehabilitated housing. -14- Article 34 — Article XXXIV of the State Constitution provides that a low rental housing project may not be developed, constructed or acquired by.the Agency or City until the voters approve the project at an election. In the past, the voters approved 175 units in . the City. One - hundred were used by the Naomi Gardena Section 8project, leaving 75. The Heritage Park project used 53 units, leaving the City authority to assist 22 more rental units (per Best Best & Krieger). Education Revenue Augmentation Fund ( "ERAF) — State Law requires that all redevelopment agencies "contribute" annually to ERAF. In May 2004 the Agency paid $155,085 to the Los Angeles County Auditor - Controller. According to the State Controller's Office, the May 2005 ERAF payment will be $316,000. The May 2006 ERAF payment is estimated to be approximately $340,000. Based on SB 1096, the City Council (not the Agency Board) after a 10 -day noticed public hearing (with notice also sent to all taxing agencies 30 days in advance), may adopt an ordinance, extending the Redevelopment Plan effectiveness date, if the Council can make findings that the monies paid to ERAF would; otherwise have been used to pay the costs of programs, projects and activities necessary to carry out the goals and objectives of the redevelopment plan. The Council must also find that 20% of the gross tax increment has been set aside, for affordable housing purposes, housing implementation 'plans are in place, replacement housing and inclusionary housing requirements are being met,' and no excess surplus exists. If these findings are made and the ordinance adopted, the Redevelopment Plan effectiveness date (currently January 25, 2015, due to the adoption of City Council Ordinance No. 2184 per SI3 1045) can be extended for one (1) year that each of the two. • (2) future ERAF payments are in fact made. The new Plan termination date would then be January 25, 2017. These two payment amounts can also be subtracted from the Agency's tax increment limit (currently $200 million). lnclusionary Housing Requirement — The Redevelopment Law requires the production of affordable housing for project areas adopted after 1975, including two (2) for one (1) replacement housing if the housing is constructed or rehabilitated outside the redevelopment project area. Arcadia does NOT have to meet this requirement nor does it have to meet other housing production or inclusionary housing requirements set forth in the law for post 1976 agencies, because the Central Redevelopment Project Area was adopted in December 1973 (Base Year 1974). General Plan and Housing — The General Plan currently permits 50 units to the acre for market rate senior housing with a density bonus to 63 if the units are affordable in commercial zones. In areas designated MFR -24, the General Plan allows 22 units per acre for market rate units or 24 units per acre if provisions for affordable housing are met. Senior housing projects on sites of one -half ( acre or more are allowed up to 30 units per acre whether affordable. or market rate In areas designated MFR -12, the General Plan • allows 12 units per acre for market rate family units and, if one -half (' /2) acre or more, -15- senior housing projects are allowed up to 18 units per acre, either market rate or affordable. In the General Plan, mixed use commercial /multiple family areas, a person may build up to 22 du /ac + a 25% density bonus for affordable family housing projects; up to 50 du /ac for market rate senior housing projects and up to 63 du /ac for affordable senior housing projects. Dwellina Units Per Acre - City of Arcadia General Plan General Plan Multi Family Market Rate Multi Family Affordable Senior Market Rate Senior Affordable Commercial -- - 50 /acre 63 /acre MFR 24 (Multi Family Residential 22 /acre 24 1acre - - '/: acre minimum size -- -- 30 /acre 30 /acre MFR 12 (Multi Family Residential 12 /acre - - - /2 acre minimum size $23,550 -- 18 /acre* 18 /acre* C /M /F/ (Commercial/ Multi Family) 22 /acre 27 +/acre 25% 50 /acre 63 /acre *Zoning - Doesn't separate senior or regular (1 unit per 2,000 sq. ft. of lot area) D. Housinq Eligibility - The income and housing cost formulas for various programs are provided below. The basic income and housing cost formula for Los Angeles County is a two step process. Step 1. Income Qualifications (Los Angeles County- 2004) (% = percent of area median income) Income 1 person 2 person 3 person 4 person 5 person 6 person 7 person 8 person Level household household household household household household household household Extremely $12,500 $14,300 $16,050 $17,850 $19,300 $20,700 $122,150 $23,550 Low 35% Very Low $20,850 $23,800 $26,800 $29,750 $32,150 $34,500 $36,900 $39,250 50% Lower $33,300 $38,100 $42,850 $47,600 $51,400 $55,200 $59,000 $62,850. ( 80% ) Median $38,550 $44,100 $49,600 $55,100 $59,500 $63,900 $68,300 $72,750 100% Moderate $46,250 $52,900 $59,500 $66,100 $71,400 $76,700 - $81,950 $87,250 120% W 0 -16- Step 2 — Housing Costs — In determining compliance with affordable housing cost* requirements, the following table applies. For example; a moderate income family of four who wishes to purchase a home can earn no more than $66,100 /year and can pay no more than $964.25 in total monthly housing costs for a 3- bedroom house. A low income family of three who wishes to rent a unit can earn no more than $42,850 /year and can pay no more than $744 for a 2- bedroom unit. (The complete table showing ownership and rental income limits and housing cost by bedroom size is available in the Development Services Department.) 0 * "Affordable housing cost" — Renter — includes rent, service fees /charges (except security), reasonable utilities (except telephone), and possessory interest taxes. For Ownership it includes principal and interest, mortgage insurance, property taxes and assessments, fire /casualty insurance, reasonable utilities and maintenance, association fees. Cal 14FA I4nlnPnwnP_rShin Prooram Income Limits — Los Angeles County — 2004 Existing Resale Owner Renter Extremely Low 30% of 30% of Area Median Income AMI 30% of 30% of AMI Very Low 30% of 50% of AMI 30% of 50% of AMI Low 30% of 70% of AMI 30% of 60% of AMI Moderate 35% of 110% of AMI (or optional) 30% of 110% of AMI (or optional For example; a moderate income family of four who wishes to purchase a home can earn no more than $66,100 /year and can pay no more than $964.25 in total monthly housing costs for a 3- bedroom house. A low income family of three who wishes to rent a unit can earn no more than $42,850 /year and can pay no more than $744 for a 2- bedroom unit. (The complete table showing ownership and rental income limits and housing cost by bedroom size is available in the Development Services Department.) 0 * "Affordable housing cost" — Renter — includes rent, service fees /charges (except security), reasonable utilities (except telephone), and possessory interest taxes. For Ownership it includes principal and interest, mortgage insurance, property taxes and assessments, fire /casualty insurance, reasonable utilities and maintenance, association fees. Cal 14FA I4nlnPnwnP_rShin Prooram Income Limits — Los Angeles County — 2004 Existing Resale 1 -2 Persons 3+ New Construction 1 -2 Persons 3+ Moderate $71,400 $83,300 Moderate 1$71 1$83,300 Low $42,840 $49,266 Low 1 $49,980 1$57,477 In addition to qualifications based upon income eligibility and housing cost, as shown above, there are qualifications based upon the maximum sales price of units. These vary depending on program, and are shown here to demonstrate both the variety and complexity of affordable housing programs. IRS "Safe Harbor" Limit (Maximum purchase price for Mortgage Revenue Bond (MRB) and Mortgage Credit Certificate (MCC) programs) 1 Famil - $381,999 2 Family - $488,975 3 Family - $591,028 4 Family - $734,521 Cal Housing Finance Agency and Los Angeles County CDC max. sales . price limits in Los Angeles County — 2004; New Construction - $482,912; Resale /existing - $416,106. Los Angeles County Affordable Housing Opportunities Program ( "AHOP ") - Sales price limit - $478,000 (from Los Angeles Association of Realtors) -17- HUD /Los Angeles County HOME Program - $297,000 (under appeal to raise to $327,500) There are also varying maximum rents. 0 P , U.S. Department of Housing and Urban Development 2005 Fair Market Rents (Section 8 Program) 0 Bedroom - $746 1 Bedroom - $900 12 Bedroom - $1,124 3 Bedroom - $1,510 14 Bedroom - $1,816 5 BR (6) California HFA maximum rents at 50% of median income Los Angeles County, 2004 Studio (1) 1 BR (2) 2 BR (3) 3 BR (4) 4 BR (5) 5 BR (6) $521 $595 $670 $744 $804 $863 Senior Projects — Maximum rents at 50% of median Los Angeles County — 1 BR (1) - $521 2 BR (2) - $595 CITY OF ARCADIA DEMOGRAPHIC AND SOCIO ECONOMIC CHARACTERISTICS (2000 U.S. Census; 2003 Claritas, Inc. estimates) CHARACTERISTICS 2000 U.S. Census 0.8% Population 53,054 Male 24,941 47% Female 28,113 53% Without children under 18 6,749 35.2% Age — Median 40.5 years 0 -19 13,662 25.7% 20 -64 31,179 73.3% 65+ 8,213 15.5% Race White 24,180 45.6% Black 601 1.1 Native American 132 0.2% Asian 24,091 45.4% Chinese 18,041 34% Pacific Islander 42 (0.1% Hispanic* 5,629 10.6 %' ( *Mixed ethnicity; does not total population) Institutionalized Population 419 0.8% Households 19,149 100% Family 14,143 73.9% Without children under 18 6,749 35.2% sm Married couple family 11,068 57.8% Without children under 18 5,394 28.2% Female household; no husband 2,284 11.9% Without children under 18 1,056 5.5% Non family household 5,006 26.1% Living alone 4,274 22.3% 65 and over 1,831 9.6% Professional School Degree 1,484 3.82% Average household size 2.74 2.48% Average family size 3.23 (2003) Estimated Median Household Income $61,227 (2003) Total Housing Units 19,970 100% Occupied units 19,149 95.9% Owner occupied 11,932 62.3% Renter occupied 7,217 37.7% Estimated Families, Income Below Povert 1,019 (7.04 %) Average size — owner occupied 2.91 Average size — renter occupied 2.47 2003 Socio Economic Information 2003— Claritas, Inc. Education 38,901 Less than High School 4,081 10.52% High School (GED) 6,471 16.68% Some College; AA degree 11,071 28.54% Bachelors 16,496 27.05% Masters 4,234 (10.91% Professional School Degree 1,484 3.82% Doctorate 964 2.48% Estimated Average Household Income $84,530 (2003) Estimated Median Household Income $61,227 (2003) Estimated Per Capita Income $30,324 2003 Estimated Average Family Household Income $98,134 (2003) Estimated Median Family Household Income $73,489 (2003) Estimated Families 2003 14,474 100% Estimated Families, Income Below Povert 1,019 (7.04 %) Estimated Housing Units 20,674 2003 1 Unit, Detached 12,191 58.97% 3 -19 Units 4,139 20.02% 20-49 Units 2,009 7.72% Estimated Median Year 1960 0 0 -19- 0 0 Structure Built Employment 16+ — 2003 45,406 100% Armed Forces 3 0.01 Civilian — Employed 24,898 54.83% Civilian — Unemployed 1,950 2.53% Not in Labor Force 19,355 42.63% California Association of Realtors — Median home price, all sales (new, existing, single family, condo ) - California July 2004 $575,000 Arcadia Board of Realtors Single Family (existing) - median Highest Price Paid Lowest Price Paid FY 2003 -04 $796,047 $2,350,000 $318,000 Condo/Townhouse /Co -op— Median $431,748 Lowest Estimated Sales Price for Older Smaller Condo New, Larger Condo, with amenities $280,000- $350,000 $400,000 - $500,000+ Arcadia Average Monthly Rentals — from September /October 2004, from Pasadena Star News Ads Apartment — 1 BR/118A - $915 2 BR/2 BA - $1,092 2 BR/2 BA - $1,408 'Condo — 3 BR/2 BA - $1,588 3 BR/ 3 BA - $2,000 `House -2 BR/ 1 BA- $1,593 3 BR, 1 BA- $1,623 3 BR/2 BA- $1,850 Real Facts, Inc. California Real Estate Journal, Au ust 9, 2004 Average Southern California Rents, Los Angeles /Orange Count $1,336/mo. incomes. Further, according to the market research firm, Claritas, Inc., in 2003 there were an estimated 1,019 families in Arcadia with incomes below the poverty level (family of four - $18,400 /year). Lastly, despite the very high prices for housing in Arcadia, the median year most structures were built is 1960. Arcadia's housing stock is aging. There are several Arcadia characteristics listed above of particular significance in the preparation of the Implementation Plan. While generally incomes are very high in Arcadia, the 2000 census data indicates there are 2,284 female- headed households (no husband), of which 1,228 have children under 18. There are 4,274 people living alone, and 1,831 seniors over 65 living alone. In both cases - female- headed households with children under 18 and elderly living alone — the households often net by on very limited -20- AFFORDABLE HOUSING PROJECTS /PROGRAMS Allowable Programs Using Low /Moderate Funds - The following affordable housing programs are allowed by CRL 33334.2: Acquire property building sites or buildings Improve property or building sites, including on- sites, and off - sites, if they directly benefit the project — Donate property Finance insurance premiums Construct buildings or structures - Rehabilitate buildings or structures Provide subsidies to very low, low and moderate income households Provide financing, e.g., loans, bonds - Maintain supply of mobile homes - Preserve housing developments converting imminently from affordable to market rate Provide replacement housing These programs using the 20% Set -Aside funds can be utilized inside and outside a redevelopment project area, but within the jurisdiction. (If outside the project area, the Agency and the City must make certain findings pursuant to CRL 33334,2(a).) There are numerous federal, state, county, and private affordable housing funding sources available to the Agency (and to lower income families) which are identified below. Most programs have a detailed application process, are "loan" funds (vs. grant),' and are in many cases competitive in that developers and /or the Agency /City must compete for the funds. Redevelopment Agency Low /Moderate Income Housing Funds (20% Set -Aside Funds) Redevelopment Agency General Redevelopment Funds (80% Funds) City of Industry/Los Angeles County Community Development Commission (CDC) funds (developer /project specific) Los Angeles County CDC federal HOME funds Los Angeles County Affordable Housing Opportunities Program (AHOP) Los Angeles County Housing Authority Section 8 Rent Subsidy Program Los Angeles County Community Development Block Grant (CDBG) ' Cal Housing Finance Agency (Cal HFA) Homeownership Program — Mortgage Loan, Mortgage Loan with Down Payment Assistance, Stand Alone Down Payment Assistance Programs — (to individual borrowers) California Housing Finance Agency (Cal HFA) — Multi Family Loan Programs — several California Housing Finance Agency (Cal HFA) - Mortgage Insurance Program several; to individual borrowers California Housing Finance Agency (Cal HFA) HELP funds California Communities Statewide Development Authority Bond funds California Mortgage Revenue Bond funds (MRB) — via State HCD; Los Angeles County CDC -21- California Mortgage Credit Certificate Program (MCC) — via State HCD; Los Angeles County CDC California Community Reinvestment Corp. (CCRC) funds Federal /State Low Income Housing Tax Credits (4 %, 9 % LIHTC) — developer /project specific Federal Housing Administration (FHA) — to individual borrowers Veterans Administration (VA) — to individual borrowers There are numerous projects, programs, and activities the Agency can consider utilizing the funding sources cited above, which will benefit owners or renters, very low /low /moderate income families, families with children or seniors. Listed below are those projects, programs, and activities, which, given the built out condition of the City, current (and foreseeable) sales prices for property in Arcadia, family and household incomes in Arcadia, previous discussions with the Agency Board in various Study Sessions, information from Agency consultants and affordable housing providers, and discussions with affordable housing developers, are recommended for consideration by the Agency. As stated above, the Agency's primary objective is to assist the City in meeting its remaining` Housing Element goal — 50 very low income, 7 low income and 16 moderate income households. The Agency is required to help the City meet these RHNA numbers during the next ten years. Staff recommends that the Agency attempt to address the most urgent need, and probably most difficult to accomplish, i.e., 50 units of very low income housing in the earlier years of this Implementation Plan since it is probable that the very low income number will increase with the next round of HCD /SCAG RHNA calculations. Arcadia Board of Realtors - The current President of the Arcadia Board of Realtors ( "ABR7), and other members of the Board including the chairperson of the ABR Housing Opportunity Committee, have met with staff. The Board and the Committee hope to work with the City on providing affordable housing. The Board may be able to identify .additional affordable housing sites that have not yet come to the market, and provide information about City and Redevelopment housing issues to the realtor community. City of Arcadia Inclusionary Zoning - The City may wish to consider an ordinance requiring developers to provide a certain percent of their units for low and /or moderate income families, or alternatively to contribute money to a low /moderate income housing fund as is currently required by other cities, including the City of Pasadena. FY 2004 -05 — YEAR 1 Section 8 Rental Voucher Program — Los Angeles County Community Development Commission - Staff researched the possibility of transferring some or all of its FY 2003- 04 20% tax increment housing set aside funds ($800,000) to Los Angeles County Housing Authority for use in its Section 8 Voucher program in Arcadia. This could expand housing opportunities for eligible very low and low income Arcadia residents on the County Housing Authority waiting list. (Ventura County and the City of Simi Valley have such a program.) However, Los Angeles County at this time is unable to participate in such a program because funding for the Section 8 program is very uncertain due to the national (and State) deficits. Also, the Housing Authority had only one city (Huntington Park) in such a program. The County is faced with having to W21 terminate some already issued vouchers. There are only two remaining recipients that Los Angeles County itself has picked up from Huntington Park. Lastly, the County would expect the Arcadia Redevelopment Agency to enter into a multi year contract, so that recipients could not suddenly be dropped from the program if Agency funds were not annually transferred to the County, especially if federal funds were not available at that time to pick up the subsidy payments. In short, the Agency cannot as a practical matter consider a Section 8 program with Los Angeles County at this time. 113 -122 E:'Alta Street — The 16,000 sq. ft. property, currently used as a parking lot, was acquired in 1996 for affordable housing using $200,000 of -general redevelopment funds (80 %). The Agency can "repurchase" the property using Housing Funds, and assist an affordable housing developer construct up to 11 units (per the allowable zoning including density bonus for affordable housing) of low and moderate income housing. The Agency will utilize Housing Funds to acquire the property from the general redevelopment fund before June 30, 2005. (Estimated cost - 16,000 sq. ft. x $30 /sq. ft. = $480,000. The actual sales price would be based upon an appraisal.) This expenditure should also permit the Agency to meet its "excess surplus" requirement by July 1, 2005. The Agency will prepare and circulate a Request for Proposals ( "RFP ") to experienced affordable housing developers for an 11 -unit low (6) and moderate (5) income condominium complex with equity- sharing upon resale. (A 45 -year affordability covenant will be recorded on the property.) This RFP will include a request that the successful developer provide an experienced and qualified property management company who can initially and annually thereafter establish the income eligibility of applicants. Priority shall be given to Arcadia - residents. The estimated "subsidy" is $100,000 /unit or $1,100,000 for 11 units, plus $100,000 for project administrative costs (total - $1,200,000; with land purchase - $1,680,000. Administrative costs used in this report are considered third party, out of pocket costs, e.g., appraiser, attorney, housing consultant, realtor, escrow, etc.). Due to the long land entitlement and construction process, this project will extend into FY 2005 -06. Individuals and families displaced by the Agency, i.e., Hale Fifth Avenue displaces, will be offered the first opportunity to purchase a home, as required by the CRL FY 2005 -06 —YEAR 2 Housing Rehabilitation Program — The Agency will create a Housing, Rehabilitation Fund for Arcadia residents with very low incomes, for substantial rehabilitation of their property. All- required code work must be completed as well as necessary cosmetic improvements to the structure and landscaping (as determined by the Agency). The funds advanced to the owner shall be considered a 3% loan (straight annual interest, pro rated) to.be repaid to the Agency upon the sale or transfer of the property (unless paid off earlier). The owner must continue to reside on the property for at least two (2) years or the funds are due immediately (except for severe disability or death), plus a 25% penalty to prevent unreasonable profits. Staff will review the property title report to ensure there is enough equity to provide security for the Agency's loan. A 45 -year affordability covenant will be recorded on each property. 0 -23- Staff will research such programs in other cities and prepare guidelines, based upon the concept above, for the Agency Board's approval. The Agency will retain an experienced affordable housing company to determine an applicant's eligibility • depending on income. The Agency will also retain an architectural /contractor/ construction management company familiar with Arcadia Building Codes and substantial rehabilitation in older homes, including asbestos, mold, and lead -based paint remediation. This consultant will also assist limited income families, female- headed households, elderly, or disabled people budget for property taxes and maintenance of their homes. The consultant will prepare building plans, monitor construction and progress payments, and record the required Deed of Trust and 45 -year covenant on the property. The initial deposit for six (6) units (very low income) would be $75,000 /unit (sub -total - $450,000) plus $125,000 for start-up administrative costs — total $575,000. The Agency may, in cooperation with the Los Angeles County Community Development Commission ( "Housing Authority ") Section 8 program and a home or apartment owner, assist in the rehabilitation of the rental unit(s). This could add to costs due to possible temporary relocation of the tenant(s). First Time Home Buyer Concept — The Agency would create a program of providing mortgage and/or down payment assistance for moderate income families to acquire housing in Arcadia (ownership — single family; townhouse; condo). Given Arcadia's highland prices and State income limits for eligibility, this may limit housing choice to older, existing condos, townhouses and homes. (The program will also depend on continuing low interest rates.) A 45 -year affordability covenant will be recorded on each property. Staff would research such programs, especially California Housing Finance Agency ,programs and those used in other cities, and prepare guidelines for the Agency Board's approval. The Agency will solicit proposals for an experienced affordable housing provider or lender to assist in the initial and annual income verification of First Time Home Buyers with priority given to Arcadia residents. The "Arcadia Home Ownership Program" ( "AHOP ") would have equity— sharing. Agency staff working with the Arcadia Board of Realtors, local lenders, and developers will identify for sale condominiums, townhouses and homes that would meet code, and be feasible under this program. (This program could be coupled with the Housing Rehabilitation Program, above, if major improvements to the building were necessary.) Individuals and families displaced by the Agency, i.e., Hale Fifth Avenue office project, would be offered the first opportunity to purchase a home. The Agency would have to work with both local lenders and Cal HFA for their program. If approved, -mortgage funds and down payment assistance funds would be available through Cal HFA - approved lenders (there are currently three in Arcadia — Washington Mutual, Countrywide, Preferred Mortgage). The Agency could also provide additional loan funds in the form of second mortgages ( "silent second ") in order to make the homes available to lower income families. a) Cal HFA — Estimated $20,000 in start-up administrative costs. No Agency funds • would be used for loans. Mortgage funds would be provided by Cal HFA through local lenders. Units - ten (10) moderate income. -24- b) Agency — Agency funded mortgage loans ( "silent second ") to assist low and very low income families — Units — ten (10) at $100,000 each. Totab,$1,050,000, including $50,000 start-up administrative costs. Units - seven (7) low income; . three (3) very low income. FY 2006 -07 - YEAR 3 Housing Rehabilitation Program — This would be identical to the Year 2 Housing Rehabilitation Program except there will not be start-up costs which will lower the overall administrative costs. Six (6) units — very low income, $75,000 /unit plus $75,000 administrative costs, total - $525,000. First Time Home Buyer's Program — This will be the same program as Year 2 using the Agency's funds for "silent seconds" to assist lower income families. Six (6) units very low income, plus $20,000 in administrative costs - $620,000. OPPORTUNITY AFFORDABLE HOUSING PROJECTS There are several vacant or. under - utilized sites that could be purchased by the Agency or by a developer working with the Agency on an affordable housing project. A developer could approach the Agency at any time with a request for financial assistance for very low, low, and moderate income families. The Agency should be able to amend the Implementation Plan and take timely advantage of such opportunities when they arise. Implementation of any of these depends on developer cooperation, available Agency • funds, and Agency Board priorities at the time. Northeast Corner, Huntington/Sunset 127.878 sq.. ft.) — The property owner has indicated an office project is being planned for the site. Currently zoned C -0. General Plan and zone change required. Units, income level, cost — unknown. 837 - 845. S. Baldwin Avenue (21,833 sq. ft.) - Two residential units on largely vacant commercial property. The residents would be displaced, and replacement of the destroyed houses would be required, adding to the total cost and feasibility of a project. Units, income level, cost - unknown. 60 E Live Oak Avenue (55,000± sq, ft.) — Former Mounted Police site. Staff is working with the Elks Club.on possible relocation to this property due to Morlan Place project. Previous proposals _(14 units; 5 affordable) from Olson Company and CBG Trademark may still. be honored by the developers if the Elks relocate to another site or the Morlan Place project is ultimately unsuccessful. General Plan and zone change required. Probable very low or low income, 5 units: estimated cost- $1,110,000. Land ($20 /sq. ft.), plus $70,000 /unit ($350,000), plus administrative costs - $100,000, total - $1,550,000. Northwest Corner of First Avenue and Wheeler Avenue (bank/restaurant site) — 80.000 . sq. ft. The property owner has these two properties for sale. Acquisition and -25- development of the site for housing or mixed use (commercial and housing) would require additional cost for relocation and possible goodwill. This site is immediately adjacent to the Gold Line Station and may be eligible for MTA Transit Oriented Design (TOD) funds. Units, income level, and cost— unknown. 14 E. Genoa Street (6.960 sq. ft.) — This 3 -unit R -3 property to the east of Fire Station headquarters could be acquired for affordable housing. There would be relocation and clearance costs. Units, income level, cost — unknown. Developer /Owner Buy Down Program — Other commercial, R2 and R3 properties in the City may become available. The Agency can work with these developers to buy down either the sale price or rental price of the units (with the appropriate recorded covenant). FY 2007 -08 — YEAR 4 Housing Rehabilitation Program — The Agency would continue , with the Housing Rehabilitation Program to continue to assist very low income families. However, locating enough eligible very low income homeowners may, according to Jordan Goode, the City's Housing Rehabilitation Consultant under the CDBG program, prove difficult. The Agency will , continue' the program but at a very reduced level. $75,000 /unit — three (3) very low income families, plus $50,000 administrative costs, total - $275,000. First Time Home Buyer's Program — This will be the same program as years 2 and 3 • except at reduced volume because of the lack of funds. $100,000 /unit - four (4) very Jow income families, plus $20,000 administrative costs, total - $420,000. Note: While there are some "unallocated" or "unprogrammed" monies in the low /moderate housing fund, these monies are small enough that they will not create an adverse "excess surplus" problem. Also, any unprogrammed funds would be available to assist additional families under the existing programs or to provide a limited source of funding for "opportunity" projects. FY 2008 -15 —YEARS 5 -10 The Agency will continue with the Housing Rehabilitation Program and the First Time Home Buyer Program as in Year 4 (2007 -08), making the programs eligible to very low income families. The number of families assisted will be the same — seven (7) very low income — Housing Rehabilitation Program - $275,000; First Time Home Buyer Program -$420,000. FY 2012 -2014 — YEARS 9 -10 Since the Agency will have met its very low and very low income housing RHNA requirements, it can make the Housing Rehabilitation Program and the First Time Home Buyer's Program available to moderate income families. Housing Rehabilitation Program - $275,000 — three (3) moderate; First Time Home Buyer - $420,000 — four (4) moderate. -26- A summary matrix showing the Agency's Ten Year Affordable Housing Program is on page 28. It is probable that in the next three to four years the State Housing and Community • Development ( "HCD ") Department and the Southern California Council of Governments ( "SCAG ") may establish new Regional Housing Needs Assessment ( "RHNA ") numbers for Arcadia. The "Agency might then be required to address any of the income categories, i.e., very low, low, moderate, with a yet to be determined number of units. (This time period coincides with the Agency's required Implementation Plan update.) Summary - Aneil Ten Year Affordable Housing Program 1 2 3 4 5. 6 7 Year Project/Program Title Annual Amount Annual and Excess Funds Cumulative (Own /Rent) (Units /Level) Cumulative Surplus Available Low/ Amount (By 711) (Including Moderate Units/Level Interest ) Funds Beginning Balance 3 200 000 -11M 000 1 Alta Street Project $ 480,000 $1,780,000 $176,000 $ 744,000 $3,944,000 FY 2004- (Own) 1.200.000 (6 low, 5 moderate) (7/1105) 2005 $1,660,000 (6 mos.) (6 low, .5 moderate) Administrative $100,000' 2 Housing Rehabilitation $575,000 $1,725,000 $1,900,000 $734,000 $4,678,000 FY 2005- Program (6 very low) $3,505,000 (7/1/06) 2006 - (5 moderate, 13 low 9 very low) First Time Homebuyer $1,050,000 (Agency) (3 very low, 7 low) Administrative $100,000 3 Housing Rehabilitation $525,000 $1,245,000 - $764,000 $5,442,000 FY 2006- Program - (3 very low) $4,750,000 2007 (5 moderate, 13 low, 16 very low) First Time Home Buyer $620,000 (4 very low) _ Administrative • - $100,000 4 Housing Rehabilitation $275,000 $795,000 - $770,000 $6,212,000 FY 2007- Program - (3 very low) - $5,345,000 2008 (5 moderate, 13 low, 23 very low) First Time Home Buyer $420,000 (4 very low) Administrative $100,000 5 Housing Rehabilitation $275,000 $795,000 - $770,000 $6,982,000 FY 2008- Program - (3 very low) $6,340,000 2009 (5 moderate, 13 low. 30 very low) First Time Home Buyer $420,000 (4 very low) Administrative $100,000 6 Housing Rehabilitation $275,000 $795,000 - $780,000 $7,762,000 FY 2009- Program (3 very low) $7,135,000. 2010 - - (5 moderate, 13 low, 37 very low) First Time Home Buyer $420,000 (4 very low) Administrative $100,000 7 Housing Rehabilitation $275,000 $795,000 - $790,000 $8,552,000 FY 2010- Program (3 very low) $7,930,000 - 2011 (5 moderate, 13 low, 44 very low) First Time Home Buyer $420,000 (4 very low) Administrative $100,000 8 - Housing Rehabilitation $275,000 $795,000 - $800,000 $9,352,000 FY 2011- Program (3 very low) $8,725,000 2012 - (5 moderate, 13 law, 51 very low) First Time Home Buyer $420,000 (4 very low) Administrative $100,000 • r1 -27- i 9 Housing Rehabilitation $275,000 $795,000 -- $810,000 $10,162,000 FY 2012- Program (3 moderate) $9,520,000 - 2013 (12 moderate, 13 low, 51 very low) First Time Home Buyer $420,000 (4 moderate) Administrative $,100,000 10 Housing Rehabilitation $ 75,000 $795,000 — $820,000 $10,982,000 FY 2013- Program (3 moderate) $10,315,000 2014 (19 moderate,. 13 low, 51 very low First Time Home Buyer $420,000 (4 moderate) Administrative $100,000 Pursuant to the currently adopted Financing Plan, the Agency will begin replacement of the $4,045,715 deficit owed, to the Low /Moderate Income Housing Fund in 2014. However, with the one year extension of the Redevelopment Plan to 2015 per SB 1045 (City Council Ordinance 2184), and the probability that the Plan will be further extended for two more years (if the Agency makes the required ERAF payments in May 2005 and May 2006, and makes the requisite findings after following a noticed public hearing), actual repayment of the $4 million deficit may not begin until 2017, depending on the desire of the Agency Board /City Council at that time. This will obviously extend the Agency's involvement in affordable housing. CONCLUSION As discussed in detail in the Implementation Plan ( "IP "), the Agency must address two major legal requirements: a) fulfill the excess surplus requirements; b) assist fifty (50) very low income, seven (7) low income and sixteen (16) moderate income families . during the Ten Year Implementation Plan. These requirements, along with the estimated Low /Moderate Housing Funds available, essentially shape this proposed Implementation Plan. - However, the IP can be amended at any time after a noticed public hearing. This will allow the Agency to take advantage of opportunities that arise over time. If the above program is implemented, the Agency will have: • met its annual excess surplus obligations • assisted fifty -one (51) very low income families, thirteen (13) low income families, and nineteen (19) moderate income families, thereby achieving our 2001 RHNA numbers • assisted in the construction of an attractive 11 -unit residential condominium project on East Alta Street • assisted in placing twenty -seven (27) very low income, thirteen (13) low income, and nineteen (19) moderate income home buyers into their first home • assisted twenty -four (24) very low income families improve their home (and Arcadia's housing stock and property values) Attachments: A — Survey Area Map • B — Redevelopment Project Area Land Use and Eminent Domain Map C — List of Agency Accomplishments 0 �/ u z r m 5 z 0 y c m m ATTACHMENT A • • a < Q U LL � Q Z O Z U �NN 0 Z 0 m Q W Q w CL F- W m a. 0 J W LLJ W �J C 0 N 0 U E v 9. 4 E N O � c f/1 � co C Q W s f 1 r 1 1 1U- f °' f r 1 / 1 I / lial t l' ,( r �V c� U U / II 3 nN3AV H1di� 3AW 0 land a IL h OaIHl � t�Y� / o c� / / ATTACHMENT B � z N C l9 N - E 7 d N 0] > (0 :� o CLL D Lo U C 7 a C O^ �aaa` I t LL 0 1 IL CL w� . C TO on8v m3� 2J Co m vvEE CD o w x'010 =_007 mmoo 0 rn rn ro LIST OF ARCADIA REDEVELOPMENT AGENCY ASSISTED PROJECTS - STATISTICS (see map -over: numbers in left column designate location of project) Updated - 11/02/04 1 Arcadia Medical Center, 65 N. First Ave. Former City Library Site 1976 42,139 84 2 Winnaman /Palmer Office, 159 E. Huntington Dr. Gas Station, Former Indiana St. 1976 8,080 - 16 3 Ray Link Office, 130 E. Santa Clara St. Industrial Office 1977 Rehab. 4 John$/Kuhn Office, 113 Wheeler Ave. 1 Residential Unit, Retall Shop 1978 9,703 18 5 HTL Office, 100 Wheeler Ave. (Girl Scouts ) Old Post Office Site 1979 6,936 14 6 1 Former American Title Office, 424 N. First Ave. Gas Station 1979 4,000 8 7 1 Bowden Office, 610 N. Santa Anita Ave. @210 ramp Residential 1981 15,810 32 8 Engineering Science Office, 125 W. Huntington Dr. (Parsons) Cinemaland Theater, Ddve -In Restaurant 1982. 69,810 140 9 R Embassy Suites (199ms. ), 211 E. Huntington Dr. Lumber Yard 1984 131,527 67 10 i i Larmor Office, 444 E. Huntington Dr. (Wells Fargo) AnxNSchaefer Bros. Office, 55 E. Huntington Dr. (MSA) Northdide Project 2 Motor Lodges, 2 Residential Units Thrifty drugs, Pizza Man, Huntington Desk 1985 1988 44,753 29,527 90 60 12 Souplantation Restaurant, 301 E. Huntington Dr. Derby Parking Lot, Auto Body Shop, Residential Unit 1989 7,6261 19 13 Hampton Inn (132 Rms.), 311 E. Huntington Dr. Approx. 20 Residential Units 1989 61,4731 43 14 Residence Inn (120 Rms.), 321 E. Huntington Dr. Approx. 23 Residential Units, Construction Yard, 2 Vacant City Lots, Plastering Business 1989 72,045 40 151 Extended Stay America (122 Rms.), 401 E. Santa Clara Construction Yard- 1998. 55,000 41 16 ICO /Heateflex, 451 E. Santa Clara Construction Yard - 1999 14,000 28 17 Morris/Church of Nazarene Office Buildings (301, 351 E. Santa Clara) Construction Yard, Office & Storage 2001 44,000 88 - Northside Project Sub - Totals: 254,144 278 Southside Project 18 SJ's Restaurant, 400 E. Huntington Dr. Derby Motel, Arcadia Muffler, 2 Residential Units 1989 8,260 21 191 Olive Garden Restaurant, 430 E. Huntington Dr. Andy's Burgers, Mullen Building, 2 Residential Units 1990 9,283 23 20 Medical Office, 450 E. Huntington Dr. (Cigna) City Corporation Yard 1989 48,980 98 21 AAA Office, 420 E..Hunfington Dr. City Corporation Yard; Continuation High School 1990 24,374 48 22 4 Story Offca, 440 E. Huntington Dr. City Corporation Yard 1990 67,676 136 23 Retail Building, 300 E. Huntington Dr. City Corporation Yard, Rentype, Bob's Beef Burger 1989 27,445 35 Southside Project Sub - Totals: 185,998 ". 404 24 City Municipal Yard - Relocation to Chicago Park Vacant (832 million Note Issued) 1987 5 acres NA 25 K.B. Construction Office, 124 N. First Ave. Vacated Front Street 1992 3,104 6 26 Southwest Corner Project - Outback Steakhouse, 166 E. Huntington Dr. Dandy Door, Thompson's Bath and Kitchen, Olympic Table and Chair, Empty Used Car Lot 1995 4,350 11 27 REI, 214 N. Santa Anita Ave. Arcadia Lumber 1999 35,000 44 28 Office, 223 N. First (Hale/Waken) Parking Lot + Vacant . 2000 20,000 40 29 _ Downtown 2000 Streetscape Project, Huntington & First Ave. Storm drains, water lines, new street, L/SC., decorative lighting, street furniture, medians, sidewalk, monuments, signage 1995 -96 1.4 linear miles NA 30 1 Commercial Facade Rehab. Program. CBD and expanded Area Rebate for facade, parking lot, signage improvements 1996-03 28 merchants NA Northwest Comer Project 31l Hilton Garden Inn, 199 N. Second Ave. (124 Rms.) Industrial; Residential, Parking 1999 64,755 41 32 Marriott Spring Hill Suites, 99 N. Second Ave. (86 Rms. ) Railroad Yard, Street 1999 48,123 28 - Northwest Comer Sub - Totals: 112,878 69 33 Office, 51 N. Fifth. and 48 E. Santa Clara (Hale/Waken) Office building; RV storage; Construction yard; 23 Housing units (old Motor Lodge) 2002 (under construction 85,0001 170 34 Glib Historical Museum Landscaped area, Community Center 2000 4,000 NA 35 Police Facility National Guard Armory 2003 41,000 11,000 NA 38 Heritage Park Affordable Senior Housing, 150 Las Tunas Dr. Retail, office, muffler shop 2004 54,000 5 BENEFIT TOTALS 1,087,559 = 494 NOTE: 'ESTIMATE OF JOB CREATION -PROFESSIONAL OFFICE - 50% OF PARKING (E.G., 10,000 SQ. FT X 411000 X 50% = 20 JOBS) HOTEL - 33% OF ROOMS: RETAIL AND RESTAURANT - 25% OF PARKING CODE REQUIREMENT • • SEE MAP SHOWING PROJECT LOCATIONS - OVER - - ATTACHMENT C ®r • ! i i � A 1 1 f f I 1 L r I N !J L / 1 / f LL 1 / f / 1 � f � / l 1 / i 1 / 1 1 1 I / W J U l = to \ ~ O 2 Z 3nN3AH HiJ / M , qj ! @� N O .� uu nr 7rrN N I 7f O f •O O Y Q " 1 IL C •r- 1 I L Z nQ Cl) r � L ■ U' ®r • ! i i � A 1 1 f f I 1 L r I N !J L / 1 / f LL 1 / f / 1 � f � / l 1 / i 1 / 1 1 1 I / W J U l = to \ ~ O 2 Z 3nN3AH HiJ / M , qj ! @� N O .� uu nr 7rrN N M i ee i F i O e w I / / / ❑ _ ` `(V /' 2 m chi co I 7f O f •O O Y Q " 1 IL C •r- 1 I cu ' i nQ Cl) r � L •r I r N O. c r c N / / W i tl- / M i ee i F i O e w I / / / ❑ _ ` `(V /' 2 m chi co F1 I Ll 1 7f O f •O O Y i N� f C 'o IL C •r- cu lfl nQ Cl) r � L •r I r N O. c r c N / / W i tl- / 4- 1-+ r N: n / v 3 E F1 I Ll 1 7f O f •O V O i N� f C 'o T v ' / a U 1 / � L I r N O. c r c N / / / / N: n / j / / oa m F1 I Ll 1 1 � ; . . a o 1 I V j 9 C r: c0 OI A r N U N I C d N c N C V mo � o O d X 0 / 7 LL C 1 E w ♦� Y ♦ U C U :. 'm ♦ 11 r �, N 3 ♦1 N_ j 0 2 `o c d a Q a 0 LA d 2 M STAFF REPORT Arcadia Redevelopment Agency DATE: December 7, 2004 TO: Mayor and City Council Arcadia Redevelopment Agency Board FROM: Don Penman, Assistant City Manager /Deputy Executive Director v By: Pete Kinnahan, Economic Development Admi istrator Prepared By: Brian Saeki, Management Analyst jr SUBJECT: SUMMARY and Community Development Reports Recommendation: Approve and authorize transmittal to the State The California Redevelopment Law requires the preparation of an annual report on an Agency's financial transactions, including an audit, and a detailed report on the Agency's activities in low /moderate income housing for the previous fiscal year (2003- 2004). These reports are to be forwarded by the Agency to the legislative body (City Council) for review and transmittal to the State Controller and the State Housing and Community Development Department (HCD) prior to December 31, 2004. Staff recommends approval of the 2003 -2004 State Annual Report (Attachment 1) and 2003 -2004 State Housing and Community Development Report (Attachment 2) by the City Council and authorize the transmittal of the reports to the State Controller and the State HCD respectively. The Agency annually submits a detailed report on the status of the Agency's previous year's finances on forms provided by the State Controller. This year's report has been prepared by the Agency's audit firm, Conrad & Associates. The housing component of the Annual Report has been prepared by both Conrad & Associates (financial section) and staff (housing projects /programs). Similar to last year, staff is able to transmit these reports to the State via the intemet. The attached documents are copies of the information Conrad & Associates and staff • has prepared for intemet transmittal to the State Controller and the State HCD. LASER IMAGED . qke Q, 4. \1'\ p � Mayor and City Council /Agency. Board December 7, 2004 Page 2 Conrad & Associates has advised the Agency that both the financial status and the administrative performance of the Agency are in accordance with Federal and State Guidelines. FISCAL IMPACT The Report and audit must be submitted to the State by December 31, 2004, to avoid a potential financial penalty. RECOMMENDATION 1) That the Arcadia Redevelopment Agency approve the State Annual Report for FY 2003 -2004 (Attachment 1) and the State Housing and Community Development Report for FY 2003 -2004 (Attachment 2) and forward them to the City Council. 2) That the City Council approve the State Annual Report for FY 2003 -2004 and the State Housing and Community Development Report for FY 2003 - 2004 and authorize staff to forward them to the State Controller and the State HCD. Approved by: r-= q William R. Kelly, Executive Director /City Manager Attachments: 1. FY 03 -04 State Annual Report (audit) 2. FY 03 -04 State Housing and Community Development Report 0 • U ONRAD AND C ERTI FIE D PUBLIC ACCOUNTANTS • ASSOCIATES, L.L.P. 301 IRVINE, CA CALIFORNIA (949) 474 -2020 Fax(949)263 -5520 The Board of Directors Arcadia Redevelopment Agency Arcadia, California Independent Auditors' Report We have audited the accompanying basic financial statements of the goverrunental activities and each major fund of the Arcadia Redevelopment Agency (Agency), a component unit of the City of Arcadia, California, as of and for the year ended June 30, 2004, which collectively comprise the Agency's basic financial statements, as listed in the table of contents. These basic financial statements are the responsibility of the management of the Arcadia Redevelopment Agency. Our responsibility is to express opinions on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the basic financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities and each major find of the Arcadia Redevelopment Agency as of June .30, 2004, and the respective changes in financial position of the Arcadia Redevelopment Agency for the year then ended in conformity with accounting principles generally accepted in the United States of America. The information identified in the accompanying table of contents as management's discussion and analysis is not a required part of the basic financial statements, but is supplementary information required by the Governmental Accounting Standards Board. We have applied certain limited procedures, which consisted principally of inquiries of management regarding the methods of measurement and presentation of the required supplementary information. However, we did not audit the information and express no opinion on it. In accordance with Government Auditing Standards, we have also issued a report dated October 22, 2004 on our consideration of the Arcadia Redevelopment Agency's internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts and grants. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be read in conjunction with this report in considering the results of our audit. October 22, 2004 • MEMBERS OF AICPA AND CALIFORNIA SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS MEMBER OF AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS PRIVATE COMPANIES PRACTICE SECTION Management Discussion and Analysis • The information presented in the "Management's Discussion and Analysis" is intended to be a narrative overview of the Redevelopment Agency of the City Of Arcadia's (Agency) financial activities for the fiscal year ended June 30, 2004. We encourage readers -to consider this information in conjunction with the accompanying basic financial statements. In June 1999, the Governmental Accounting Standards Board (GASB), which sets the financial reporting requirements for all State and Local Governments, established a new framework for financial reports. This new framework represents the biggest single change in the history of governmental accounting. These'changes which are collectively known as GASB Statement 34: Basic Financial Statement -and Management's Discussion and Analysis -for State and Local Governments, were required to be implemented last fiscal year. The changes provide reporting that is similar to private sector companies by showing agency - wide financial statements with a "Net Assets" bottom line approach. However, government agencies are mandated to account for certain resources and activities separately, thereby necessitating a financial format by fund as shown in the Governmental Fund Statements section. Financial Highlights The liabilities of the Agency exceeded its assets at the close of fiscal year June 30, 2004 by $2,289,997 (net assets). Liabilities of the Agency exceed its assets due to the issuance of long -term debt for redevelopment of assets of which the Agency does not own or • subsequently contribute. (State law requires the Agency to operate only when in debt, please see page 5). The Agency's total net assets increased by $1,317,871 in fiscal year 2003 -04. As of the close of fiscal year June 30, 2004, the Agency's governmental funds reported combined ending fund balances of 16,858,926 an increase of $758,060 from the prior year. This increase is primarily due to a reduction in expenditures for Redevelopment activities. Overview of the Basic Financial Statements This discussion and analysis is intended to serve as an introduction to the Redevelopment Agency of the City Of Arcadia's basic financial statements. The Agency's basic financial statements are comprised of three components: 1) government-wide financial statements, 2) fund financial statements, and 3) notes to the basic financial statements. In addition to the basic financial statements and required supplementary information, this report also contains a report on compliance and on internal control over financial reporting based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards. Government -Wide Financial Statements The government-wide financial statements are designed to provide readers with a broad overview of the Agency's finances. These statements include all assets and liabilities, using the full accrual basis of accounting, which is similar to the accounting used by most private- sector companies. All of the fiscal year's revenues and expenses are reported as soon as the underlying event giving rise to the change occurs, regardless of the timing of related cash flows. Thus, • • assets, liabilities and expenses are reported in these statements for some items that will result in cash flows in future fiscal periods. This is the second year that the City of Arcadia has presented its financial statements under the new reporting model required by the Governmental Accounting Standards Board Statement No. 34 (GASB 34), Basic Financial Statements -and Management's Discussion and Analysis (MD &A) -for State and Local Governments. • The Statement of Net Assets presents all of the Agency's assets and liabilities, with the difference reported as net assets. Over time, increases or decreases in net assets may serve as a useful indicator to determine whether the financial position of the Agency is improving or deteriorating. • The Statement of Activities presents information showing the Agency's revenues and expenses for the fiscal year. Functional activities are highlighted in this statement, whereby direct and indirect functional costs are shown net of related program revenue. This statement shows the extent to which the various fractions depend on general taxes and non - program revenues for support. Both of the goverrunent -wide financial statements highlight functions of the Agency that are principally supported by property tax increment, interest earnings, and bond proceeds from prior years. Redevelopment activities, in general, include providing needed public improvements, assisting with development and rehabilitation of existing properties, and providing low and moderate - income housing to eliminate or alleviate blighting conditions. Fund Financial Statements A fund is a grouping of related accounts that is used to maintain control over resources that have been segregated for specific activities or objectives. The Agency uses fund accounting to ensure and demonstrate compliance with finance - related legal requirements. The Agency only has governmental fund types. Governmental funds — Government funds are used to account for essentially the same functions reported as governmental activities in the agency -wide financial statements. However, unlike fire agency -wide financial statements, govenunental find financial statements focus on near -term inflows and outflows of spendable resources as well as on balances of spendable resources available at the end of the fiscal year. Such information may be useful in evaluating the agency's near -term financing requirements. Because the focus of govermnental funds is narrower than that of the agency -wide financial statements, it is useful to compare the information presented for governmental fiords with similar information presented for govenunental activities in the agency -wide financial statements. By doing so, readers may better understand the long -term impact of the agency's near -tern financing decisions. Both the governmental fund balance sheet and the governmental fund statement of revenues, expenditures, and changes in fund balances provide reconciliation on pages I1 and I3 to facilitate this comparison between govenunental funds and govermnental activities. The Agency maintains four individual governmental funds, of which all four are considered major funds. Information is presented separately in the governmental fund balance sheet and in the governmental fund statement of revenues, expenditures, and changes in find balances, for each of these funds. • Notes to Basic Financial Statements • The notes provide additional information that is essential to a full understanding of the data provided in the agency -wide and fund financial statements. Agency -Wide Financial Analysis our agency -wide analysis focuses on the net assets and changes in net assets for the Agency's governmental activities. A summary of the Agency's net assets is as follows: Governmental activities Current and other assets $ 16,930,887 Total assets 16,930,887 Non - current liabilities 18,485,000 Other liabilities 735,884 Total liabilities 19,220,884 Net • assets: Restricted . 4,045,715 Unrestricted" X 6,335,712) Total net assets $ (2,289,997) As noted earlier, net assets may serve over time as a useful indicator of the agency's financial position. In the case of the Agency, liabilities exceeded assets by $2,289,997 at June 30,2004: By far the largest portion of the Agency's net deficits reflects its bonded indebtedness totaling $19,060,000. The Agency, operating under California Redevelopment Law, must maintain debt in excess of its available assets to legally receive tax increment revenue. Bond funds may be used to acquire properties,. construct buildings and infrastructure, and to alleviate blight. These expenditures do not generally create assets to offset bonded debt. Future tax increment revenues must be used to liquidate noncurrent bond liabilities. 0 • Governmental Activities Governmental activities increased the Agency's net assets by $1,317,871. Key elements of this increase are as follows: Governmental activities Revenues: General revenues: Property taxes $ 3,895,267 Investment income 108,419 Total general revenues 4,003,686 Expenses: Redevelopment activities 1,563,316 Interest on long term debt 1,122,499 Total expenses 2,685,815 Decrease in net assets 1,317,871 Net assets (deficit) — July 1, 2003 (3,607,868) _ Net assets (deficit) — June 30, 2004 $ (2,289,997) • Property tax increment revenues of $3,895,267, is the Agency's major revenue source. This revenue increased by $748,402 or 24% from the prior year, as a result of property transactions and new construction in the project area. Investment earnings of $108,419 were received from investments of available funds. Redevelopment activities expenses of $1,563,316 shown on the statement of activities consist of Capital redevelopment and public improvement projects $ 1,563,316 Total redevelopment activities expenses $ 1,563,316 Financial Analysis of the Agency's Funds As noted earlier, the Agency uses fund accounting to ensure and demonstrate compliance with finance- related legal requirements. Governmental Funds The focus of the Agency's governmental funds is to provide information on near -term inflows, outflows, and balances of spendable resources. Such information is useful in assessing the Agency's financing requirements. In particular, unreserved fund balance may serve as a useful • measure of a government's net resources available for spending at the end of the fiscal year. As of June 30, 2004, the Agency's govenunental funds reported combined ending fund balances • of $16,858,926 an increase of $758,060 from the prior year. Undesignated fund balances were $10,221,580 leaving $2,391,631' in designated and $4,245,715 in reserved fund balances. Debt Administration Long -Term Liabilities At the end of the current fiscal year, the Agency had total bonded debt of $19,060,000. The bonds are secured solely by specified revenue sources (i.e., property tax increment). The Agency's total debt decreased by $555,000 or 2.9% during the current fiscal year. Decreases were due to scheduled debt service payments made the tax allocation bonds issued in 2001. Time limitations on incursion of debts exist in all project areas. Time limitations vary by the date when an area was added to the project. Project area Time limitation to incur debt Central Redevelopment (Downtown) January 1, 2004 Standard & Poor's rates the Agency's overall 2001 credit rating as AAA. Request for Information This financial report is designed to provide a general overview of the Agency's finances for all • those with an interest in the Agency's finances. Questions concerning any of the information provided in this report or request for additional financial information should be addressed to the Redevelopment Agency of the City of Arcadia, 240 W. Huntington Drive, Arcadia, California 91006. 0 • ARCADIA REDEVELOPMENT AGENCY Statement of Activities Year ended .Tune 30, 2004 Net Revenue (Expense) Program Revenues and Changes in Operating Capital Net Assets Charges for Contributions Contributions Governmental Governmental activities: Economic development Interest Total government activities Expenses Services and Grants and Grants Activities $1,563,316 1,122,499 $2,685,8 (1,563,316) (1,122,499 (2,685,815 • General revenues: Taxes 3,895,267 Investment income 108,419 Total general revenues 4,003,686 Change in net assets 1,317,871 Net assets at beginning of year (deficit) (3,607,868 Net assets at end of year (deficit) $ .(2,289,997 See accompanying notes to the basic financial statements. 9 ARCADIA REDEVELOPMENT AGENCY GovenuuentalFunds Balance Street June 30, 2004 Assets Cash and investments (note 2) Cash and investments with fiscal agents (note 2) Interest receivable Due from other govenunents Advance to other finds (note 3) Properly held for resale Total assets Liabilities and Fund Balance Liabilities: Accounts payable Accred salaries payable Due to City of Arcadia Retentions payable Advances from other finds (note 3) Total liabilities Debt Service Fund Capital Projects Fund Tax Low and Tax Allocation Moderate Increment Bonds Projects Housing Totals 2004 2003 $ - 548,319 9 4,387,013 14,677,196 13,954,225 - 1,843,312 - 1,843,312 1,845,696 11,018 53,254 17,428 81,700 86,185 126.177 - 126,177 61,267 - - 4,045,715 4,045,715 4,045,715 200,000 200,000 200 $ 137,195 2,391,631 9,995,118 8,450,156 20,974,100 20,193,088 19,094 2,671 46,905 - 4,045,715 4,092,620 21,765 51 19,145 32,686 738 3,409 - 46,905 - 13,821 4,045,715 4,045,715 789 4,115,174 4,092,222 Fund balances: Reserved: Encumbrance - 1,260,000 1,260,000 1,837161 Advances - 4,045,715 4,045,715 4,045,715 Property held for resale 200,000 - 200,000 200,000 Unreserved: Debt service: Designated for debt service 2,391,631 - 2,391,631 2,411,889 Undesignated (3,955,425) - (3,955,425) (3,64U26) Capital Projects: Designated for continuing appropriations - - - - - 570,891 Undesignated 9,773,353 3,143,652 12,917,005 10,675,236 Total fiord balance (deficit) (3,955,425 2,391,631 9,973,353 8,449,367 16,858,926 16,100,866 Total liabilities and fund balance $ 137,195 2,391,631 9,995,118 8,450,156 20,974,100 20,193,088 See accompanying notes to the basic financial statements. 10 • 0 . ARCADIA REDEVELOPMENT AGENCY Governmental Funds Reconciliation of the Balance Sheet of Governmental Funds to the Statement of Net Assets June 30, 2004 Fund balances of governmental funds Amounts reported for govermnental activities in the statement of net assets are different because: Capital assets net of depreciation have not been included as financial resources in governmental fiord activity. There was no accumulated depreciation at year end. Gross capital assets • Long -term liabilities applicable to the Agency's governmental activites are not due and payable in the current period and, accordingly, are not reported as govermnental fiord liabilities. All liabilities (both current and long -term) are reported in the Statement of Net Assets. Tax allocation bonds Accrued interest payable for the current portion of interest due on Tax Allocation Bonds has not been reported in the governmental finds. Net assets (deficit) of governmental activities See accompanying notes to the basic financial statements. 11 S 16,858,926 2,502 (19,060,000) (91,425 $ (2,289,997 ARCADIA REDEVELOPMENT AGENCY Governmental Funds • Statement of Revenues, Expenditures, and Changes in Fund Balances June 30, 2004 Revenues: Taxes and assessments: Property taxes Use of money and properly: Investment income Other Total revenues Expenditures: Current: Economic development Debt service: Principal retirements Interest and fiscal charges Total expenditures Excess (deficiency) of revenues over (under) expenditures Other financing sources (uses): Transfers un (note 3) Transfers out (note 3) Transfers to City of Arcadia Debt Service Fund Capital Projects Fund Tax Low and Tax Allocation Moderate Totals Increment Bonds Projects Housing 2004 2003 $ 3,082,373 812,894 3,895267 3,146,865 25,870 62,542 20,007 108,419 487,445 - - - - 8,942 3.082,373 25,870 62,542 832,901 4,003,686 3 59,522 752,656 621,020 1,433,198 1,265,708 555,000 555,000 530 • - 1,124 - - 1,124,808 1.151 59,522 1,679,808 752,656 621,020 3,113,006 2,946,915 3,022,851 (1,653,938 (690,114 211,881 890,680 696,337 - 1,633,680 2,322,735 3,956,415 2,528,186 (3,338,250) (618,165) (3,956,415) (2,528,186) (132,620 (132,620 Total other financing sources (uses) (3,338,250 1,633,680 1,571,950 (132,620 Net changes in ftund balances (315,399) (20,258) 881,836 211,881 758,060 696,337 Fund balances (deficit) at beginning of year (3,640,026) 2,411,889 9,091,517 8,237,486 16,100,866 15,404,529 Fund balances (deficit) at end of year $(3,955,425 2,391,631 9,973,353 8,449,367 16,858,926 16,100,866 See accompanying notes to the basic financial statements. r1 LJ 12 ARCADIA REDEVELOPMENT AGENCY Governmental Funds Reconciliation of the Statement of Revenues, Expenditures, and Changes in Fund Balances of Governmental Funds to the Statement of Activities Year ended June 30, 2004 Net change in fund balances - total governmental funds Amounts reported for governmental activities in the statement of activities are different because: Capital asset acquisitions have not been included as financial resources in governmental fund activity. These acquisitions are reported as expenditures in the governmental funds net of capital asset deletions. Acquisition of capital assets Repayment of debt principal is an expenditure in the governmental finds, but the repayment reduces long -term liabilities in the statement of net assets. New debt issued is a revenue and the associated interest and payments to debt are recorded as expenditures in the governmental funds. However, new debt increases long -term liabilities and payments made to the debt escrow agent reduce long -term liabilities. Principal - Tax allocation bands Accrued interest for Long -term debt. This is the net change in accrued interest for the current period. Changes in net assets of governmental activities • See accompanying notes to the basic financial statements. 13 7.58,060 2,.502 555,000 2,309 S 1,317,871 ARCADIA REDEVELOPMENT AGENCY Notes to Basic Financial Statements Year ended June 30, 2004 (1) Organization and Summary of Significant Accounting Policies (a) Description of the Reporting Entity The Arcadia Redevelopment Agency ( "Agency ") is an integral part of the reporting entity of the City of Arcadia. The funds and account groups of the Agency have been included within the scope of the general purpose financial statements of the City because the City Council of the City of Arcadia is the governing board and has financial accountability over the operations of the Agency. Only the funds and account groups of the Agency are included herein and these financial statements, therefore, do not purport to represent the financial position or results of operations of the City of Arcadia, California. The Agency was established on December 17, 1968, by the City Council of the City of Arcadia with the adoption of Ordinance No. 1396. The five members of the City Council serve as the governing body of the Agency and exercise all rights, powers, duties and privileges of the Agency. The Mayor serves as Chairperson of the Agency. The Redevelopment Plan for the Central Redevelopment Project was • approved by Ordinance No. 1490 adopted by the City Council on December -26, 1973. The project Area consists of approximately 252 acres. The City Council adopted an ordinance (Amendment No. 5, Ordinance No. 2145; July 17, 200 1) adding 75 acres in South Arcadia to the Central Redevelopment Project Area. However, Los Angeles County filed a lawsuit to stop this amendment. The trial court (Superior Court Case BC258029) ruled in favor of the County and against the City: The Amendment is therefore not in effect. The City Council amended the Redevelopment Plan through Ordinance No. 1722 adopted May 19, 1981, adding a commercial planned' development land use designation (Amendment No. 1). The City Council further amended the Redevelopment Plan through Ordinance No. 1847 adopted November 4, 1986 (Amendment No. 2), which set an expiration date for the Redevelopment Plan of June 30, 2024; limited the amount of tax increment that the Agency can receive over the life of the Redevelopment Plan to $200 million; and established a time limit of 12 years, or until June 30, 1998, for commencement of eminent domain proceedings. The City Council amended the plan (Amendment No. 3) on November 1, 1994 by Ordinance No. 2025 by conforming the Plan to the time limits required by AB 1290. The City Council in Ordinance No. 2102, dated June 4, 1999 (Amendment No. 4) extended the date for the commencement of eminent domain until December 30, 2010; and made the Redevelopment Plan Land Use Map consistent with the General Plan. The City Council in Ordinance 2181, dated October 7, 2003 (Amendment No. 6) eliminated the Agency's "incur debt" limit per California Senate Bill 211. The City Council amended the Redevelopment Plan through Ordinance No. 2184, adopted November 18, 2003 to extend for one year the time limit on the effectiveness of the Redevelopment Plan and the time limit of the receipt of tax increment revenues (Amendment 7). is 14 ARCADIA REDEVELOPMENT AGENCY Notes to Basic Financial Statements (Continued) (1) Organization and Summary of Significant Accounting Policies, (Continued) (b) Basis of Accounting and Measurement Focus The basic statements of the Agency are composed of the following: • Government -wide financial statements • Fund financial statements • Notes to the basic financial statements Government -wide Financial Statements Government -wide financial statements display information about the reporting government as a whole, except for its fiduciary activities. These statements include separate columns for the goveriunental and business -type activities of the primary government (including its blended component units), as well as its discretely presented component units. The Agency has no business -type activities or discretely presented component units. Eliminations have been made in the Statement of Activities so that certain allocated expenses are recorded only once (by the function to which they were allocated). However, administrative overhead costs have not been allocated as direct expenses to the various functions of the Agency. Government- wide.financial statements are presented using the economic resources measurement focus and the accrual basis of accounting. Under the economic resources measurement focus, all (both current and long -tenor) economic resources and obligations of the reporting government are reported in the government-wide financial statements. Basis of accounting refers to when revenues and expenses are recognized in the accounts and reported in the financial statements. Under the accrual basis of accounting, revenues, expenses, grains, losses, assets and liabilities resulting from exchange and exchange -like transactions are recognized when the exchange takes place. Revenues, expenses, grains, losses, assets and liabilities resulting from nonexchange transaction are recognized in accordance with the requirements of GASB Statement No. 33. Program revenues include charges for services and payments made by parties outside of the reporting governments' citizenry if that money is restricted to a particular program. Program revenues are netted with program expenses in the statement of activities to present the net cost of each program. Amounts paid to acquire capital assets are capitalized as assets in the goverrunent- wide financial statements, rather than reported as an expenditure. Proceeds of long- term debt are recorded as a liability in the government -wide financial statements, rather than as an other financing source. Amounts paid to reduce long -term indebtedness of the reporting government are reported as a reduction of the related • liability, rather than as an expenditure. 15 ARCADIA REDEVELOPMENT AGENCY Notes to Basic Financial Statements (Continued) (1) Organization and Summary of Significant Accounting Policies, (Continued) Fund Financial Statements The underlying accounting system of the Agency is organized and operated on the basis of separate finds, each of which is considered to be a separate accounting entity. The operations of each fund are accounted for with a separate set of self - balancing accounts that comprise its assets, liabilities, fund equity, revenues and expenditures of expenses, as appropriate. Governmental, resources are allocated to and accounted for in individual funds based upon the purposes for which they are to be spent and the means by which spending activities are controlled. Fund financial statements for the governmental funds are presented after the .government -wide financial statements. These statements display information about major funds individually and nommajor, funds in the aggregate. All funds of the Agency are considered to be major funds. Governmental Funds • In the fwld• financial statements, governmental funds are presented using the modified- accrual basis of accounting. Their, 'revenues are recognized when they become measurable and available as net current assets. Measurable means that the amounts can be estimated, or otherwise determined. Available means that the amount's were collected during the reporting period or soon enough thereafter to be available, to finance the expenditures accrued for the reporting period. The Agency uses an availability period of sixty days. Revenue recognition is subject to the treasurable and availability criteria for the governmental Rinds in the ,fund financial statements. Exchange transactions are recognized as revenues in the period in which they are earned (i.e., the related goods and services are provided). Locally imposed derived tax revenues are recognized as revenues in the period in which the underlying exchange transaction upon which they are based takes place. Imposed nonexchange transactions are,recognized as revenues in the period for which they were imposed. If the period of use is not specified, they are recognized as revenues when an enforceable legal claim to the revenues arises or when , they are received, whichever occurs first. Government - mandated and voluntary nonexchange transactions have been recognized as revenues when all applicable eligibility requirements have been met. 0 16 ARCADIA REDEVELOPMENT AGENCY Notes to Basic Financial Statements (Continued) (1) Organization and Summary of Significant Accounting Policies, (Continued) In the fimd financial statements, governmental fluids are presented using the current financial resources measurement focus. This means that only current assets and current liabilities are generally included on their balance sheets. The reported fund balance (net current assets) is considered to be a measure of "available spendable resources." Govermnental fimd operating statements present increases (revenues and other financing sources) and decreases (expenditures and other financing uses) in net current assets. Accordingly, they are said to present a summary of sources and uses of "available spendable resources" during a period. Non - current portions of long -term receivables due to governmental finds are reported on their balance sheets in spite of their spending measurement focus. Special reporting treatments are used to indicate, however, that they should not be considered "available spendable resources," since they do not represent net current assets. Recognition of govermnental fimd type revenue represented by non - current receivables is deferred until they become current receivables. Non - current portions of other long -tern receivables are offset by fund balance reserve accounts. Due to their nature of their spending measurement focus, expenditure recognition for govermnental fund types excludes amounts represented by noncurrent liabilities. Since they do not affect net current assets, such as long -term amounts are not recognized as governmental fund type expenditures or fund liabilities. Amounts expended to acquire capital assets are recorded as expenditures in the year that resources were expended, rather than as fimd assets. The proceeds of long -tern debt are recorded as an other financing sources rather than as a fund liability. Amounts paid to reduce long -term indebtedness are reported as fund expenditures. When both restricted and unrestricted resources are combined in a fund, expenses are considered to be paid first from restricted resources, and then from unrestricted resources. (c) Fund Classifications The funds designated as major funds are determined by a mathematical calculation consistent with GASB 34, All funds of the Agency have been determined to be major funds. The Agency reports the following major governmental funds: Tax Increment Debt Service Fund — To account for tax increment of the project area. Redevelopment Funds are used to eliminate blight, upgrade the physical condition and increase the tax base within the City and Redevelopment Project Area. 17 ARCADIA REDEVELOPMENT AGENCY Notes to Basic Financial Statements (Continued) (1) Organization and Summary of Significant Accounting Policies, (Continued) Tax Allocation Bonds Debt Service Fund — Used to facilitate the payment of principal and interest on Redevelopment Debt Service Issues Series 2001 A and Series 2001 B. Project Capital Projects Fund — To account for redevelopment and public improvement projects of the project area. Redevelopment finds are used to eliminate blight, upgrade the physical condition and increase the tax base within the City and Redevelopment Project Area. Low and Moderate Housing Capital Projects Fund — To account for the required set aside of property tax incremnt that is legally restricted for increasing or improving housing for low and moderate income households. Redevelopment Low Moderate Income Housing Funds are used by the Agency to increase the supply of affordable housing via new construction, substantial rehabilitation, rent subsidies, and other prograrns. s (d) Tax Increment Revenue • The Agency has no power to levy and collect taxes, and any legislative property tax deemphasis might necessarily reduce the amount of tax revenues that would otherwise be available to pay the principal of, and interest on, advances from the City of Arcadia. Broadened property tax exemptions could have a similar effect. Conversely any increase in the tax rate or assessed valuation, or any reduction or elimination of present exemptions, would necessarily increase the amount of tax revenues that would be available to pay principal and interest on tax allocation bonds or loans and advances from the City. (e) Cash and Investments Investments are reported in the accompanying balance sheet at fair value. Changes in fair value that occur during a fiscal year are recognized as investment income reported for that fiscal year. Investment income includes interest earnings, changes in fair value, and any gains or losses realized upon the liquidation or sale of investments. The City of Arcadia pools cash and investments of all finds and component units, except for assets held by fiscal agents. The Agency's share in this pool is displayed in the accompanying financial statements as cash and investments. Investment income earned by the pooled investments is allocated to the various funds and component units based on average cash and investment balances. • 18 ARCADIA REDEVELOPMENT AGENCY Notes to Basic Financial Statements (Continued) (1) Organization and Summary of Significant Accounting Policies, (Continued) (f) Budgetary Information The budgets of the Agency are primarily "long- term" budgets which emphasize major programs and capital outlay plans extending over a number of years. Because of the long -term nature of projects, annual budget comparisons are not considered meaningful, and, accordingly, no budgetary information is included in the accompanying financial statements. (g) Comparative Data Comparative total data for the prior year have been presented in the accompanying financial statements in order to provide an understanding of changes in the Agency's financial position and operations. However, comparative fund -type data (i.e., presentation of prior year totals by fund type) have not been presented in each of the statements since their inclusion would make the statements unduly complex and difficult to read. (h) Property Held for Resale The Agency's property held for resale is stated at cost. If a disposition and development agreement has been entered into specifying a lower value for the land then the difference between cost and this value has been reflected as an allowance for decline in value of land held and those parcels of land held for resale are valued at their net realizable value. (2) Cash and Investments Cash and investments at June 30, 2004 consisted of the following: Equity in the City of Arcadia investment portfolio $14,677,196 Cash and investments with fiscal agent: State of California Treasurer's Investment Pool $ 1,843,312 The Agency follows the practice of pooling cash and investments with the City of Arcadia of all funds except for funds required to be held by outside fiscal agents under the provisions of bond indentures. 19 ARCADIA REDEVELOPMENT AGENCY Notes to Basic Financial Statements (Continued) (2) Cash and Investments. (Continued) Interest income earned on pooled cash and investments is allocated monthly by the City of Arcadia to the various funds based on the month -end cash balances. Interest income from cash and investment with fiscal agent is credited directly to the related find. Authorized Investments Under provision of the Agency's Investment Policy, and in accordance with Section 53601 of the California Government Code, the Agency may invest in the following types of investments: Certificates of deposit purchased from banks or savings and loan institutions (maximum 30 %) Bankers acceptance (maximum 40 %) Treasury bills and notes Government agency securities (e.g., Federal National Mortgage Association, Government National Mortgage Association, Federal Farm Credits) Commercial paper (maximum 25 %) Repurchase agreements (one year or less) State local agency investment funds Passbook savings account Medium term corporate notes (maximum 30 %) Pooled Cash with City of Arcadia Investment in the City of Arcadia pool cannot be assigned a credit risk category because the Agency does not own specific securities. However, the City's investment policies and practices with regard to the credit and markef risks have been determined acceptable to the Agency's investment policies. All pooled cash and non - negotiable certificates of deposit are entirely insured or collateralized. The California Goverment Code requires California banks and savings and loan associations to secure all deposits made by state or local govermnent units by pledging government securities as collateral. The fair value of pledged securities must equal at least 110% of deposits. California law also allows financial institutions to secure deposits by pledging first trust deed mortgage notes having a value of 150% of total deposits, • 20 ARCADIA REDEVELOPMENT AGENCY Notes to Basic Financial Statements (Continued) (2) Cash and Investments, (Continued) Cash and Investments with Fiscal Agent The Agency has monies held by trustees or fiscal agents pledged to the payment or security of certain bonds, certificates of participation, and lease obligations. The California Government Code provides these monies, in the absence of specific statutory provisions governing the issuance of bonds, certificates, or leases, may be invested in accordance with the ordinance, resolutions or indentures specifying the types of investments its trustees or fiscal agents may make. These ordinances, resolutions, and indentures are generally more restrictive than the Agency's general investment policy. Credit Risk Carrying Amount and Fair Value of Deposits Deposits are classified as to credit risk by three categories as follows: Category 1 includes deposits that are insured or collateralized, with the securities held by the Agency or its agent in the Agency's name; Category 2 includes deposits which are uninsured but which are collateralized with the securities held by the pledging financial institution's trust department or agent in the Agency's name; Category 2 also includes deposits collateralized by an interest in an undivided collateral pool held by an authorized agent at depository and subject to certain regulatory requirements under state law; Category 3 includes deposits which are uninsured and uncollateralized, or collateralized with securities held by the pledging financial institutions, or by its trust department or agent but not in the Agency's name. There were no deposits to categorize for the fiscal year ended June 30, 2004. Credit Risk Carrying Amount and Market Value of Investments Investments of cities (including component units) and other state or local governments are classified in three categories to give an indication of the level of custodial risk assumed by the entity. Category 1 includes investments that are insured or registered or for which the securities are held by the Agency or its custodial agent (which must be an institution other than the party through which the Agency purchased the securities) in the Agency's name. Investments held "in the Agency's name" include securities held in a separate custodial or fiduciary account and identified as owned by the Agency in the custodian's internal accounting records. Category 2 includes uninsured and unregistered investments for which the securities are held by the dealer's agent in the Agency's name (or by the trust department of the dealer if the dealer was a financial institution and another department if the institution purchased the securities for the Agency). Category 3 includes uninsured and unregistered investments for which the securities are held by the dealer's trust department or agent, but not in the Agency's name. Category 3 also includes all securities held by the broker- dealer agent of the Agency (the party that purchased the securities for the Agency) regardless of whether or not the securities are being held in the Agency's name. None of the investments held by the Agency or its fiscal agent at June 30, 2004 were subject to categorization. 21 ARCADIA REDEVELOPMENT AGENCY Notes to Basic Financial Statements (Continued) (2) Cash and Investments, (Continued) Form of Investment Carrying Amount Investments held by fiscal agent not subject to categorization: State of California Treasurer's Iiwestment Pool . 1 843.312 See the financial statements of the City of Arcadia for further information pertaining to the investment portfolio for which the Agency has an equity interest. (3) Interfumd Receivables Payables and Transfers Long -term interfiurd receivable and payable balances at June 30, 2004 are as follows: Advances from Tax Increment Debt Service Fund to Low and Moderate Housing Capital Projects Fund 4 045 715 For fiscal year 1986 -87 through 1995 -96, the Agency adopted a resolution declaring that the Agency was unable to set -aside 20% or less of its tax increment for low and moderate income housing due to existing Agency obligations. These findings were made in accordance with the Health and Safety Code and copies were sent ;to t1re.State Department of Housing and Community Development. Once_`the existing obligations have been satisfied, amounts will have to be set -aside from available tax increment revenues. The cumulative deficit created in the low and moderate housing fund through June 30, 2004 amounts to $4,045,715, which has been reflected as an advance between the debt service fund and the low and moderate housing capital project fiord. The interfimd advances identified above have no stated interest rate or terms of repayment. Interfund transfers at June 30, 2004 are as follows: Transfer in (receiving fund) Transfer-out (paying fund) Amount Tax Allocation Bonds Projects $ 618,165 Tax Increment 1,015,515 1,633,680 Projects Tax Increment 2 ,322,735 Total interfund transfers $3.956.415 Interfund transfers were made for the purposes of debt service requirements and to finance project activities. 22 • AR.CADIA REDEVELOPMENT AGENCY Notes to Basic Financial Statements (Continued) (4) Capital assets Capital asset activity for the year ended June 30, 2004 is as follows: Balance at Balance at July 1, 2003 Additions Retirements June 30, 2004 Equipment $ 2,502 21 Total capital assets, net $ 2� 2 502 (5) Long -Term Liabilities Long -term liability activity for the year ended June 30, 2004 is as follows: Amount Balance at Balance at Due Within July 1 2003 Additions Retirements June 30, 2004 One Year 2001A Tax Allocation Bonds $10,865,000 (390,000) 10,475,000 400,000 2001B Tax Allocation Bonds 8,750,000 ( 165,000 ) 8,585,000 175,000 Total liabilities X19 615,000 __ (555,000) 9 060 000 575 2001 A Tax Allocation Bonds In June 2001, the Arcadia Redevelopment Agency issued $11,655,000 in tax allocation bonds, Series 2001A. The bonds were issued to finance public capital improvements such as part of the cost of a police station, a fire station and other public capital improvements, for repayment of a City loan and to refund the 1989 Redevelopment Agency Tax Allocation Refunding Bonds. The 2001A Bonds consist of $9,500,000 of serial bonds and $2,155,000 of term bonds. The serial bonds accrue interest at rates between 4.25% and 5.125% and mature between May 1, 2002 and May 1, 2020. The term bonds accrue interest at a rate of 5.25% and mature on May 1, 2023. Serial bonds maturing,on or after May 1, 2009, shall be subject to redemption, at the option of the Agency on any date on or after May 1, 2009 at redemption prices ranging from 100% to 101°/x. 0 23 ARCADIA REDEVELOPMENT AGENCY • Notes to Basic Financial Statements (Continued) (5) Long -Term Liabilities, (Continued) Term bonds maturing on May 1, 2023 are subject to mandatory redemption in whole or in part by lot, without premium, commencing May 1, 2021, from sinking fund payments made by the Agency. The initial required reserve for the 2002 Bonds, Series A and Series B is $1,836,461. At June 30, 2004, this reserve was fully funded. All tax increment money to be received by the Agency, excluding all amounts of such taxes required to be deposited in to the Low and Moderate Income Housing Fund, has been pledged to the payment of principal and interest on the bonds. The amount of bonds outstanding at June 30, 2004 total $10,475,000. 2001 B Tax Allocation Bonds In June 2001, the Arcadia Redevelopment Agency issued $9,240,000 in tax allocation bonds, Series 2001B (taxable). The bonds were issued to finance private business incentive programs, such as a commercial fagade rehabilitation program and a business attraction and retention programs, and for property acquisition. The 200113 Bonds consist of $5,255,000 of serial bonds and $3,985,000 of term bonds. The serial bonds accrue interest at rates between 6.75% and 7.00% and mature between May 1, 2002 and May 1, 2018. The first portion of term bonds with principal of $1,430,000 will accrue interest at a rate of 7.10% and mature on May 1, 2020. The second portion of term bonds with principal of $2,555,000 will accrue interest at a rate of 7.125% and mature on May 1, 2023. Serial bonds maturing on or after May 1, 2009, shall be subject to redemption, at the option of the Agency on any date on or after May 1, 2009 at redemption prices ranging from 100% to 101%. Term bonds maturing on May 1, 2020 and May 1, 2023 are subject to mandatory redemption in whole or in part by lot, without premium, commencing May 1, 2019 and May 1, 2021, respectively, from sinking fund payments made by the Agency. The initial required reserve for the 2001 Bonds, Series A and Series B is $1,836,461. At June 30, 2004, this reserve was fully funded. All tax increment money to be received by the Agency, excluding all amounts of such taxes required to be deposited in to the Low and Moderate Income Housing Fund, has been pledged to the payment of principal and interest on the bonds. The amount of bonds outstanding at June 30, 2004 total $8,585,000. 24 • ARCADIA REDEVELOPMENT AGENCY Notes to Basic Financial Statements (Continued) (5) Long -Term Liabilities, (Continued) The following schedule illustrates the debt service requirements to maturity for the tax allocation bonds outstanding as of June 30, 2004: Redevelopment Agency 2001 A Tax 2001B Tax Allocation Allocation Bonds Bonds Year ending June 30 Principal Interest Principal Interest 2005 $ 400,000 499,194 175,000 597,902 2006 420,000 482,194 190,000 586,088 2007 435,000 464,344 200,000 573,264 2008 455,000 445,856 215,000 559,764 2009 475,000 426,518 235,000 545,252 2010 495,000 406,332 250,000 529,388 2011 515,000 385,046 265,000 512,514 2012 545,000 362,386 285,000 494,626 2013 565,000 337,862 305,000 475,388 2014 590,000 311,588 325,000 454,802 2015 500,000 283,268 350,000 432,864 2016 525,000 258,268 560,000 409,064 2017 555,000 232,018 600,000 370,424 2018 585,000 204,268 645,000 328,724 2019 615,000 175,018 690,000 283,574 2020 645,000 143,500 740,000 234,584 2021 680,000 110,444 795,000 182,044 2022 720,000 75,594 850,000 125,400 2023 755,000 38,694 910,000 64,838 Total $10,475,000 5.642,392 8.585.000 7,760,504 (6) Excess Surplus Excess surplus exists when the encumbered find balance of the Low and Moderate Income Housing Fund (Housing Fund) exceeds the greater of $1,000,000 or the aggregate amount of tax increment deposited into the Housing Fund during the four prior fiscal years. Encumbered funds are funds reserved and committed pursuant to a legally enforceable contract or agreement for expenditure for authorized redevelopment activities. 0 0A ARCADIA REDEVELOPMENT AGENCY • Notes to Basic Financial Statements (Continued) ( 6) Excess Surplus, (Continued) In accordance with the Health and Safety Code, the Agency prepared its calculation to determine if any excess surplus exists in the Housing Fund. As a result of the calculation, it was determined that the Agency did have excess surplus as of July 1, 2004 in the amount of $2,845,304. Of that amount, $1,963,415 pertained to fiscal year 2003 -2004 and $241,492 pertained to fiscal year 2002 -2003. Accordingly, if the Agency does not spend or encumber $241,492 before July 1, 2005, sanctions described in the California Health and Safety Code will apply. 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C o' 0 rn o: a: M M N A n ai m - a K D .m. C n m " > a N Q m O W W �Q LL LL7 LL� {L n L �j 0 a m a J 9' U" m O a' c. m JI.. mf' N • • n- cl m: m 0 m d a r E. n.: x E y . o� �. Eo m -CT 0 N � 5 0 N � N C d 0 d i- 0 m d a r E. n.: x E y . o� �. Eo m -CT RDA Reporting System - Schedule California Department of Housing and Community Development ,(- Redevelopment Agency Repotting System Schedule Menu You are Here: Select Year > Schedule Menu « Previous Page 1 of 1 4 Y Page Agency:ARCADIA RDA Fiscal Year :200312004 Prepared by: Don Penman • Admin • Select Year • FAQ • User info • Status • Print • Logout On the reporting pages that follow, you will be presented navigational pages (like this one) and data entry pages. The navigational pages suggest an order but allow you to select which section of the report you would like to work with or view. The Data Entry pages allow you to add and change information in the report. Once the save button is pressed, the form will perform some simple validations before overwriting any existing information that might have existed (the previous data is not stored, so there is not an "Undo Button "). The following areas need to be completed for ARCADIA RDA's Report to be finalized. FORM PAGE(s) SCREEN(click on) rr ITEM(s) Ag ency Information I HCD-CO Not Applicable; Only to Paper Forms Sch A, B & D Area and Activity_ Sch C 1,2,3,4 ] -12 Ag ency Wide Financial Information Sch C 13 Units Benefited from Onsite /Offsite Im rp ove ments Sch C ©14 Future Development Sites Sch C 17 Deposits to or Withdrawals from the LMIHF Sch C 6,7 15,16,18,19 Misc Information Sch C F Z7K71evements Sch E Ag ency's Increased Inclusiona Oblig ation Sch D1 -7 Activities == Printable Re ports A full copy of this report is available in the Development SErvices Department. Redevelopment Agency Repotting System - Schedule Menu California Department of Housing and Community Development Attachment 2 • • https:Hssw.hed .ca.gov /asw/RDA/loginServlet.sry 12/2/2004 0 STAFF REPORT Development Services Department December 7, 2004 TO: Mayor and City Council FROM: Don Penman, Assistant City Manager /Development Services Director's By: Donna L. Butler, Community Development AdministratoV _iii Prepared By: Joseph M. Lambert, Associate Planner d SUBJECT: Consideration of Final Map No. 60096 for a five -lot single - family residential subdivision at 1120 -1126 S. Mayflower Avenue. ��IiriL•1;;�1 Tentative maps and final maps are required for all subdivisions that result in five or more • parcels or condominiums. The City Council shall approve a final map if it conforms to all the requirements of the subdivision regulations of the Municipal Code and the State Subdivision Map Act. It is recommended that the City Council approve Final Map No. 60096 for a five - lot single - family residential subdivision at 1120 -1126 S. Mayflower Avenue. Final Map No. 60096 has been reviewed by the Los Angeles County Department of Public Works and the appropriate City Departments. Said map has been found to be in substantial compliance with the tentative map, as approved by the Planning Commission on January 13, 2004, and is in compliance with the subdivision regulations of the Municipal Code and the State Subdivision Map Act. RECOMMENDATION The Development Services Department recommends approval of Final Map No. 60096. Attachments: 1. Land use map 2. Letter of compliance from Los Angeles County 3. Final Map No. 60096 Approved: "- • William R. Kelly, City Manager IMAGED sr N 100 0 100 200 Fed Q i F E 1 S GLE FAM L NTIAL SI EL SUR AVE *IS Development Services Dpp�rfti Engineering Divisionl I FYepaedby R.S Ga¢ale; NoyerMbaf 2003 Q l ATARA STANDISH 112046 S Dayflower Ave TM 60096 EL SUR ST I' ICE k. MAGNOLIA LN AVORA ST SI EL SUR AVE *IS Development Services Dpp�rfti Engineering Divisionl I FYepaedby R.S Ga¢ale; NoyerMbaf 2003 Q l ATARA STANDISH 112046 S Dayflower Ave TM 60096 EL SUR ST ient`By: e . BLIC WORKS; A November 2, 2004 626 456 4949;: NOV -4 -04 2: 31 PM; )LINTY OF LOS ANGELES EPARTMENT OF PUBLIC WORKS `To Enr4h U,Ws Through Effective and Gering Service' Page 2/2 goo SOUTIi FUMONT AVENUE ALHAMBRA CALWORN1A 91303.1331 Tolcphwc: (626) 45 3-5100 www,le4pw.or8 ADDRESS ALL CORRESPONDENCE TO: P.O. BOX 1460 ALHAMBRh CALIFORNIA 91302 -1460 ... N REPLY PLEASE REFER TO PILE, LD -2 Mr. Phillip Wray City Engineer City of Arcadia 240 West Huntington Arcadia, CA 91006 -E Dear Mr. Wray: TRACT NO, 06009 The enclosed subject accuracy, survey ana Map Act. It is ready conditional approval a The City Council or A Environmental Quality After your, approval and map should be returnec for filing with the Registr If you have any Section at (626) Very truly yours, DONALD L. WOLFE Interim Direct /or oofffPi ' DENNIS HUNTER Assistant Division Er Land Development [ LR :ca Enc. al map has been reviewed by Pubilc Works for mathematical is title information, and for compliance with,the Subdivision your examination and certification as to compliance with the applicable City Ordinances. isory .Agency should, make the findings required by the State I and the Subdivision Map Act. the approval of the City Council or Advisory Agency, the final to Land Development Division, Subdivision Mapping Section, ir- Recorder /County Clerk's Office. s, please contact Ms. Lana Radle of our Subdivision Mapping 5. Works 5 LOTS 81,033' SO, FT SHEET 1 OF 2 SHEETS TRACT NO. 060096 IN THE CITY OF ARCADIA COUNTY OF LOS ANGELES, STATE OF CALIFORNIA BEING A SUBDIVISION OF A PORTION OF LOT 28 OF F. A. GEIER TRACT, AS PER MAP RECORDED IN BOOK 23, PAGE 40 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. O'WNER'S STATEMENT X HJEBY SFATE THAT BE ARE 111E OWNERS OF OR ARE IMIETESIEO M NE LANDS WaLLIBED WITHIN LIE SEO m mm ON TES MM WTW ME g61NCTVE WImFR MM AND BE CONSNT TB THE PREPARATION NOD SlW OF SAN) MAP AND SIIDM19O1. K HEREBY DmC&n TO THE R UC ARSE .LLL STRMM HR AND D OMER PU BLIC ALA IEREBM SHO WN N MI 1' CONTRO SIIEP IN FTE MLL T] TE 01Y OF ARCADIA SHOW ON SAD MAP. CHOLW FAN M AND MNG PALMS IM (OWNER) CHpMf FANN NN 'MICA FAIMC LEY STATE OF CLLROINIA ) CA1TY OF LOS AD". ) 65 ON BEFORE LE. A NOTARY PUBLIC IN AND FOR SAO STALE PERSONALLY APPEARED PE RSONALL Y ICIWN TO ME OR PAVED TO ME OR THE BANS OF SATSFACRORY MONDE TO BE THE PERSONS WGRE NAMES ARE � TO ME WNM INSIMU R]R AND ACKNOWLEDGED TO ME MAT THEY E]ELUtED THE SAE N TERI AUMOCED CAPACITIES AND MAT BY THEIR SJNA RIGS ON THE NSNA ENT. TIE P RSWS OR 111E ENTTIY UPW BEHALF OF WHICH ME PDtAMS ACTED, Encum NE INSTRUMENT. SURVEYOR'S STATEMENT TES MAP WAS PEPARED BY ME m WOFD MY DIRECTION AND Is BASED UPOLI A FEND S N CONPOSIMSE YTM TIE ]MEASUREMENTS OF TIE SISNY®GOLI MM ACT AND LOCAL OIOINAIEE AT THE IEARISST OF CHORIG FARM! MM AW TW FAZING LEY ON MAY 20 I IE®Y STATE TNT MRS FNAL MAP SLB..TMTAU.Y CMFJDIS M ME CONONIONLLY APPGDYEU MNTATNE MAP. MAT TIE MONUMENTS OF ME CHARAGIES AND LOCATI SHIM HEREON ME N PLACE; THAT SAID MWUMENTS ARE MUMMY TO 04202E ME SURVEY TO BE RETRACED AND MAT TE NOTES TO ME OFFICE OF M W POLO WORM T S WITHIN W MONTHS FROM MAD DAM HEREON N Y >VIG 1. FOSLLL DARED T. R—I DD'. SCU f/DO/OS �r. sao-w 8t CITY FNGINFER'S CERTIFICATE I HOBBY CERTIFY NAT I NAME EXAMINED THIS MAP: THAT R CONFORMS SIIBSTMTALLY M THE TENTATIVE MAY AND ALL APPROVED ALMRATWS THEREOF: MAT ALL PROVISIONS UP SU®VISOI NODIMANCS OF ME Ott OF ARUANA A C.F AT THE TWE OF APPROVAL OF TEE TENTATIVE YM HAVE BED, CdPIFD WIN AND NAT I AN SATIRES MAT THE MM IS TECHNICALLY OISECT WITH REJECT TO CRY RECORDS. NUTMY PU&IC NAME PRINTED W C mm EIMIWS . MY NBNOPAL RACE 6 BUSINESS E IN LOS ANGELES CUINTY, EWSF UNITD RAMK ffNE C MT UNDER A USED OF TNGT RECORDED SFTFMBES I = AS WSRNWEAT MC 03-2 & OF 6F`OAL RECOAs NAME NAME TITLE nTE STATE OF CAIiORKA ) CWNtt 6 LOS 201636 ) ES ql BFSQE ME A NUT,NY PUBLIC IN AND MDR BNC STATE PJSOIN.ULY APPEALED PE O BE ME PFA YE G FRNYED TO ME AR E ME BASES OF 1 O THE NOUN EMDEC TO BE ME YAHOSE NAVES AR JIBJSIBED 0 HE WIN IN A CIS A XPACMMS AND A ME MAT THEY SI OTOTm ME BRIE N MEW AUM E REN GPAOI A ON ME MTTY UPON N OR OF WHICH ME PERSONS ACTED. F)EGIRD NE ME INSTRUMENT. NOTARY PUSUC NA PRINTED MY COMMISSION OUNRES: MY PWNOPAL PUCE OF SLUR ESS IS IN AE ANGELES WITTY BASIS OF BEARSIM ME REMINDS SHOWN HEREON ME RASED ON ME CENTRLNE OF MAKIDMED VENUE SHOWN AS WWW3S ON TRACT MM NO, DT14. M.S. 574-45-40 AND SHOWN AS NOO5710'W ON T MM DAIS OTY ENOIETA PHILIP WAY LL 7206 ENPRES: 11/21/200 CITY TREASURER'S CERTIFICATE 1 HJEHY CB(T6'F TNT NL SCDAL A E W BRANCl14 ME LAND I LEANED NffiR Ti WI ND, 6 TE OR M MT 6 ARL'IOA ED WREN WHICH W AY N SE POND ME M F JI I . HAW REEK PA SEE ID IN IFERF>x' SIBJEGT. MO W9OR N SE M FRILL HAVE W N NLL DATE OTY TREASURES - -a" OF ARCADIA PLANNING COMMI SSION CERTIFICATE THIS E TO CERI9Y NAT THE TOMTATVIL MM OF PACT AC BAKER WAS CFRT�FY T MO, ,MAP ELSET NTNly COMPLIES MI ME I HEREBY PREWWSLY APPROVED TENTATVE MM. GTE ¢!$TARN 6 TE RAWNNG CM mm - 61Y 6 NiVgA FINANCE DIRECTOR'S CERTIFICATE I HE EBY MY" TART ME FEE 9EW JF9 BY SECTW 9119.4 OF ME YUNCIPAL CCE HAS BFDI PAW TO ME C11Y 6 MCAOA GTE FINANCE URFCTOR - CITY OF ARGAVA CITY Cl FRK'S CFRTIFICATF 1 HENEBY 6RMN NAT ME CITY COUNCIL OF ME CITY OF ARCADIA BY MOTION IMBED ON APPROVED ME ATTACKED MM. 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In B u,nl son LL mo-lo-n 1M 40 ' I i _. minu Kn I°l a e I 35� !b KP. tlL 1 \ Ili YJY �K�LSUYL# v.lStO' tlR. ` lxri � IT • MNV01K YI b' \` x� A�� 131.r IRk' IBlri I AS 116LLI' � {�i� I 8 1 � xm5>w^r arr 8 } 81 � n fir,,. -I S1 I# IL fl I xms>a'v rawly }; Rl i A 9, 51 R it NAYFLGNIIi AVENUE �TMtlnnx R I RI m m w m wrr a LkA xY 'u °'I" 1 1 xm+)i'� II �I rr"iLnl4m°le°'A -n Iu .nw -a�i 'i� nK �� m.n �LY Iaoa��� �I � Ba Bd-m. Sys" mlwnKmw c SWII dI< BKY 1° x�iW mSx�ion ° r � n.l <Lwa ivrewm I -° um -r6 vu.nwam Itg W THE BOWOARS' Ti ME LIIPo BEND 6lIBdNOFD BY TH5 YM. 0 0RATS MEMORANDUM Development Services Department December 7, 2004 TO: Arcadia City Council FROM: Don Penn, Assistant City Manager /Development Services Director By: Donna Butler, Community Development Administrator SUBJECT: Consideration to award a three -year Maintenance Services Agreement to Urban Graffiti Enterprises, Inc. for Graffiti Removal Services Recommendation: Approve • SUMMARY The City Council has approved $35,000 in the 2004 -2005 budget for graffiti removal services ($24,000 in the general city fund and $11,000 in the Public Works Traffic fund). The Development Services Department is recommending that the City enter into a three (3) year maintenance services contract with Urban Graffiti Enterprises, Inc. for graffiti removal work. DISCUSSION In August, the Development Services Department sent a request for proposal (RFP) to eight (8) firms and individuals to bid on graffiti removal services. The firms were asked to prepare bids based on price per location for the following removal methods: sandblasting, water blasting, water blasting with baking soda, painting, and chemical /solvent removal. Three (3) proposals were received from the following companies: Graffiti Control Systems, Urban Graffiti Enterprises, Inc. and Clean Street. The proposals were . reviewed by the Assistant City Manager /Development Services Director, Public Works Services Director, Purchasing Officer and the Community Development Administrator. LASER IMAGED 3 ,h. Staff did a cost comparison of the three firms comparing overall cost utilizing the list of serviced sites during the past two months as the control factor. Clean Street was significantly higher in cost than Urban Graffiti Enterprises and Graffiti Control Systems (GCS). The overall costs for Urban Graffiti Enterprises and Graffiti Control Systems were competitive. However, Urban Graffiti Enterprises, the City's current contractor, was slightly less expensive than Graffiti Control Systems and they have more resources for removal services than the other contractors. Based on cost comparison, experience, references, fees, and available equipment, the Development Services Department is recommending that the City continue the contract with Urban Graffiti Enterprises, Inc. Urban Graffiti Enterprises has been providing graffiti removal services to the City for approximately twelve (12) years and the City has been satisfied with their service. Unlike other services, the costs for graffiti removal varies from year to year based upon the amount of graffiti within the City. Costs have ranged from as low as $4,215 in FY 1995 -96 to as high as $18,885 in fiscal year 2003 -04. FISCAL IMPACT The City has budgeted $34,000 in fiscal year 2003 -04 for graffiti removal. • RECOMMENDATION It is recommended that the City Council authorize the City Manager to enter into a three -year maintenance services agreement with Graffiti Removal Enterprises, Inc. subject to approval as to form by the City Attorney. Approved by: Win" William R. Kelly, City Manager • F 0 STAFF REPORT 0 �AA1 Fire Department DATE: December 7, 2004 TO: Mayor and City Council FROM: David R. Lugo, Fire Chief By: Heather McDowell, Management Analyst Kenneth J. Marston, Battalion Chief David Odell, Captain SUBJECT: Report and Recommendation to Approve Resolution No. 6450 Supporting the City of Arcadia's Natural Hazard Mitigation Plan in Compliance with the Disaster Mitigation Act of 2000 (DMA 2000). Recommendation: Adopt Resolution SUMMARY This report requests City Council approval of the City of Arcadia's Natural Hazard • Mitigation Plan. This plan was developed as a result of new requirements from the Federal Emergency Management Agency (FEMA) to establish such a plan as a prerequisite to receipt of hazard mitigation funding and/or other public assistance following a significant disaster. • Staff recommends that the City Council adopt Resolution No. 6450 Approving the City of Arcadia's 2004 Natural Hazard Mitigation Plan. The Disaster Mitigation Act of 2000 (DMA 2000) amended the Robert T. Stafford Disaster Relief and Emergency Assistance Act (the Act) by repealing the previous mitigation planning section and replacing it with Section 322. The new laws establish the mitigation planning requirements for local governments and require that in order to remain eligible to receive federal funding for both pre- disaster and post- disaster mitigation project funding, a local government must have a FEMA approved Natural Hazard Mitigation Plan (NHMP) written in accordance with Section 322 of the Act. LASER IMAGED 3 % 'k 30,�) Mayor and City Council December 7, 2004 Page 2 • Emergencies and disasters result in significant damage to our communities, businesses, public infrastructure, our environment, and may even cause death or leave people injured or displaced. In addition, disasters cost tremendous amounts of money in terms of response, recovery expense, and economic loss. Hazard mitigation planning before a disaster can reduce or eliminate losses of life and property. After disasters, repairs and reconstruction are often completed in such a way as to simply restore to pre- disaster conditions. Such efforts expedite a return to normal functioning; however, the replication of pre- disaster conditions result in a cycle of damage, reconstruction, and repeated damage. Hazard mitigation planning ensures that such cycles are broken and that post - disaster repairs and reconstruction result in vulnerability reduction. While we cannot prevent disasters from happening, the effects can be reduced or eliminated through a well- organized public education and awareness efforts, preparedness, and mitigation. For those hazards that cannot be fully mitigated, the community must be prepared to provide efficient and effective response and recovery. The mission of the 2004 Natural Hazard Mitigation Plan is to promote sound public • policy designed to protect residents, critical facilities, infrastructure, private property, and the environment, from natural and human caused hazards. This mission will be achieved by increasing public awareness, documenting resources for risk reduction and loss - prevention, and identification of activities that will guide the City toward building a safer, more sustainable community. A 2004 Natural Hazard Mitigation Plan has been prepared after a lengthy coordination of efforts and resources by the Fire Department, Police Department, Administrative Services Department, Public Works Services Department, Recreation and Community Services Department and Development Services Department. The City of Arcadia held two public workshops within the City to gather public ideas and opinions about mitigation goals and activities. These workshops were held on August 12, 2004 and August 19, 2004. At these workshops, community members were invited to participate in the development of the plan, which included completion of a survey instrument. Workshop participants included disaster management coordinators within the region, representatives from neighboring cities, representatives from the Arcadia Unified School District and private schools within the City, the Arcadia Red Cross, Santa Anita Racetrack, and businesses within the community. • Cl A i\Al l fill') Y .=i- Mayor and City Council December 7, 1004 • Page 3 The major objectives sited in the 2004 Natural Hazard Mitigation Plan are to protect life and property, increase public awareness, support natural systems that assist the balance of land use planning with natural hazard mitigation efforts, create community partnerships, and to strengthen emergency services within the community. The report itself is over 100 pages in length, excluding appendices and maps. Due to its size, it was not feasible to make copies and is available for review in the City Manager's office, City Clerk's office, and at the Library. The resources and information cited in the mitigation plan provide a strong local perspective and help identify strategies and activities to make Arcadia more disaster resilient. Furthermore, adoption of the NHMP by the local jurisdiction's governing body is one of the prime requirements for approval of the plan by FEMA. FISCAL IMPACT Adoption of Resolution No. 6450 has no fiscal impact to the City. Arcadia will have the opportunity to implement recommended mitigation action items through existing programs and procedures. Failure to adopt a Natural Hazard Mitigation Plan will forfeit the City of Arcadia's • eligibility of federal funding for disaster assistance. RECOMMENDATION It is recommended that the City Council endorse Resolution No. 6450 approving the City of Arcadia's 2004 Natural Hazard Mitigation Plan. Approved: William R. Kelly, City Manager • RESOLUTION NO. 6450 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ARCADIA, CALIFORNIA, SUPPORTING THE 2004 NATURAL HAZARD MITIGATION PLAN WHEREAS, the City of Arcadia recognizes that on October 30, 2000, the Disaster Nitigation Act of 2000 ( "DMA ") was signed into law, amending provisions of the Robert T. Stafford Disaster Relief Act of 1988; and WHEREAS, fhe Disaster Mitigation Act of 2000 (Public Law 106 -390) states that for a community to receive pre- disaster and post - disaster funds and Federal Emergency Management Funds, a Natural Hazard Mitigation Plan ( "NHMP ") must be submitted to the Federal Emergency Management a plan will disqualify a community from WHEREAS, the DMA reinforces infrastructure mitigation planning to reduce focuses on planning and recognizes the significance at the local level, and the necessity for effective disaster assistance; and importance of pre- disaster losses nationwide because it local entities to promote an integrated, comprehensive planning; and mitigation planning between state and to mitigation 0 9 0 California Office of Emergency Services and ( "FEMA "), and the failure to submit 1 RESOLUTION NO. 6450 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ARCADIA, CALIFORNIA, SUPPORTING THE 2004 NATURAL HAZARD MITIGATION PLAN WHEREAS, the City of Arcadia recognizes that on October 30, 2000, the Disaster Mitigation Act of 2000 ( "DMA ") was signed into law, amending provisions of the Robert T. Stafford Disaster Relief Act of 1988; and WHEREAS, the Disaster Mitigation Act of 2000 (Public Law 106 -390) states that for a community to receive pre - disaster and post - disaster funds and Federal Emergency Management Funds, a Natural Hazard Mitigation Plan ( "NHMP ") must be submitted to the California Office of Emergency Services and the Federal Emergency Management Agency ( "FEMA "), and the failure to submit a plan will disqualify a community from receiving disaster assistance; and WHEREAS, the DMA reinforces the importance of pre- disaster infrastructure mitigation planning to reduce disaster losses nationwide because it focuses on planning and recognizes the significance of hazard mitigation planning at the local level, and the necessity for effective coordination between state and local entities to promote an integrated, comprehensive approach to mitigation planning; and LASER IMAGED 1 6� WHEREAS, the DMA requires local agencies like the City of Arcadia to develop a mitigation plan that includes a detailed City profile and identification of specific threats and vulnerabilities within the City, and which sets forth specific mitigating measures to address such threats and vulnerabilities; and WHEREAS, the DMA requires detailed documentation of all actions, meetings, studies, and directives undertaken in furtherance of the DMA plan; and WHEREAS, the DMA includes new criteria for local mitigation planning, including the development and submittal of mitigation plans as a condition to receiving Natural Hazard Mitigation Grant Program funds; and WHEREAS, the City of Arcadia has met all federal requirements of the Stafford Act and applicable amendments; and has further met all requirements of the Disaster Mitigation Act of 2000, including development of a Natural Disaster Mitigation Plan, through public participation and Steering Committee establishment, and development of a maintenance program for annual plan review and federal plan review every five (5) years. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ARCADIA, CALIFORNIA, DOES HEREBY RESOLVE AS FOLLOWS: SECTION 1. Pursuant to the foregoing recitations, the following findings and determinations are hereby made: P 1. The City of Arcadia's Natural Hazard Mitigation Plan is subject to a statutory exemption pursuant to the California Environmental Quality Act (CEQA) Guidelines, Section 15262 because it is a feasibility and planning study; 2. The City Council expresses its full support for, and willingness to devote appropriate resources to, the DMA program and the adoption of a DMA plan for the City; and 3. The City Council supports the active participation of all interested agencies, departments, community groups, and the public with respect to the DMA program. SECTION 2. The Natural Hazard Mitigation Plan is consistent with the City's General Plan in that it implements the following Public Safety Element Goals, Objectives, and Policies: 1. Establishment and enforcement of standards and criteria to reduce unacceptable levels of fire and geologic risk; 2. Development of stringent site criteria for construction in areas with fire and/or geologic risks and/or problems and prohibition of construction if these criteria are not met; .97 3. Encouragement of continued research in the fields of geologic and fire safety; 4. Strengthening of existing codes and ordinances pertaining to fire and geologic hazards; 5. Requirement that all new developments and selected existing developments comply with established fire and geologic safety standards; 6. Improvement of programs and practices for dealing with land subsidence and erosion; 7. Expansion of public education programs pertaining to fire and geologic risks and/or problems; 8. Encouragement of improved fire and geologic hazard insurance programs; 9. Review and improvement of disaster preparedness and emergency response capabilities; and 1O.Increase in cooperation and coordination between the various jurisdictions and agencies involved in fire protection and the mitigation of geologic problems. 4 SECTION 3. The City Council hereby approves and adopts the City of Arcadia 2004 Natural Hazard Mitigation Plan, as set forth in Attachment "A ", attached hereto and incorporated herein as part of this Resolution. SECTION 5. The City Clerk shall certify the adoption of this Resolution. Passed, approved and adopted this 7th day of December , 2004. / G ARY A. ICYACIC Mayor of the City of Arcadia ATTEST: /S/ JAMES H. BARR City Clerk APPROVED AS TO FORM: � K 5 STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES) SS: CITY OF ARCADIA ) I, JAMES H. BARROWS, City Clerk of the City of Arcadia, hereby certifies that the foregoing Resolution No. 6450 was passed and adopted by the City Council of the City of Arcadia, signed by the Mayor and attested to by the City Clerk at a regular meeting of said Council held on the 7 day of December, 2004 and that said Resolution was adopted by the following vote, to wit: AYES: Council Member Chandler, Marshall, Segal, Wuo and Kovacic NOES: None ABSENT: None BSI JAMES H. BARROWS City Clerk of the City of Arcadia r4i Date: December 7, 2004 TO: HONORABLE MAYOR AND CITY COUNCI FROM: STEPHEN P. DEITSCH, CITY ATTORNEY /� PREPARED BY: LISA MUSSENDEN, LEGAL COORDINATOR hk SUBJECT: ADOPTION OF RESOLUTION NO. 6453 APPROVING AND ADOPTING AN AMENDED APPENDIX TO THE CONFLICT OF INTEREST CODE PURSUANT TO THE POLITICAL REFORM ACT OF 1974 SUMMARY Pursuant to Government Code Section 87306.5, on June 15, 2004, the City Council • directed the City to conduct a review of the City's Conflict of Interest Code in accordance with the Political Reform Act to determine if a change in the Appendix was necessitated by changed circumstances within the City, file a statement of review with the City Clerk no later than October 1, 2004, reflecting the results of that review, and have the Appendix to the City's Conflict of Interest Code revised based upon such review, if necessary, and submit the amended Appendix to the City Council for adoption and approval, in accordance with Government Code Section 87303. During the review process, staff found that there were changed circumstances within the City necessitating amendments to include new positions that must be designated, revise disclosure categories, revise the titles of existing positions, and delete positions that have been abolished. DISCUSSION The Political Reform Act of 1974, Government Code. Section 81000 et seq. (the "Act "), requires all public agencies to adopt and promulgate a conflict of interest • Code. The Act further requires that no later than July 1 of each even - numbered year the City Council, as the City's code - reviewing body, shall direct that the -1 LASER IMAGED City's Conflict of Interest Code ( "Code ") be reviewed and, if a change in the Code • is necessitated by changed circumstances, that a revised Code be submitted to the City Council for approval. Changed, circumstances include the establishment of new positions that must be designated and substantive changes to disclosure categories. Revisions must be submitted to the City Council as the code reviewing body within ninety (90) days from the date of filing the statement of review filed with the City Clerk. Attached is a redlined, version of the proposed amended Appendix showing the changes made to the Appendix of the'City's Code. The revisions are based on establishment of new positions, changes in titles of existing positions, the deletion of positions that no longer exist with the City, and the revision of the language of certain disclosure categories to delete inappropriate language regarding disclosure requirements and to clarify the intent of the requirements. A technical, nonsubstantive change to the disclosure categories has been done in the re- numbering of the categories for ease in maintenance, review and assignment. This re- numbering of the disclosure categories does not affect the disclosure requirements of any designated employee. RECOMMENDATION It is recommended that the City Council adopt Resolution No. 6453 approving and adopting the amended Appendix to the City's Conflict of Interest Code pursuant to the Political Reform Act of 1974: CONCUR: William R. Kelly City Manager, :LM Attachment: Resolution No. 6453 RESOLUTION NO. 6453 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ARCADIA; CALIFORNIA, APPROVING AND ADOPTING AN AMENDED APPENDIX TO THE CONFLICT OF INTEREST CODE PURSUANT TO THE POLITICAL REFORM ACT OF 1974 WHEREAS, the Legislature of the State of California enacted the Political Reform Act of 1974, Government Code Section 81000, et se . (the "Act "), which contains provisions relating to conflicts of interest governing officers, employees and consultants of the City of Arcadia (the "City"), and which requires all public agencies to adopt and promulgate a conflict of interest code; and WHEREAS, the City Council has adopted a Conflict of Interest Code (the "Code ") which was most recently amended on December 2, 2003, in compliance with Government Code Section 81000, et seq.; and WHEREAS, subsequent changed circumstances within the City have made it advisable and necessary pursuant to Sections 87306 and 87307 of the Act to amend and update the Appendix to the City's Code; and WHEREAS, the potential penalties for violation of the provisions of the Act are significant and may include criminal and civil liability, as well as equitable relief which could result in the City being restrained or prevented from acting in cases where the provisions of the Act may have been violated; and LASER IMAGED M? WHEREAS, notice of the time and place of a public meeting on, and of consideration by the City Council of, the proposed amended Appendix was provided to each affected designated employee and was publicly posted for review at the office of the City Clerk; and WHEREAS, a public meeting was held regarding the proposed amended Appendix at a regular meeting of the City Council on December 7, 2004, at which all persons present were given an opportunity to be heard on the proposed amended Appendix. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ARCADIA, CALIFORNIA, DOES HEREBY FIND, DETERMINE AND RESOLVE AS FOLLOWS:. SECTION 1. The City Council does hereby approve and adopt the proposed amended Appendix to the City's Conflict of Interest Code, a copy of which is attached hereto and which shall remain on file with the City Clerk together with the City's Conflict of Interest Code and which shall remain available for inspection by the public. SECTION 2. The amended Appendix to the City's Conflict of Interest Code shall become effective thirty (30) days after the date of its adoption. SECTION 3. The City Clerk shall certify to the adoption of this Resolution. F) ATTEST: / WI& MES B City Clerk of the City of Arcadia APPROVED AS TO FORM: V� � 12 t)� City Attorney Mayor of the City of Arcadia -3- STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES) SS: CITY OF ARCADIA ) I, JAMES H. BARROWS, City Clerk of the City of Arcadia, hereby certifies that the foregoing Resolution No. 6453 was passed and adopted by the City Council of the City of Arcadia, signed by the Mayor and attested to by the City Clerk at a regular meeting of said Council held on the 7 day of December, 2004 and that said Resolution was adopted by the following vote, to wit: AYES: Council Member Chandler, Marshall, Segal, Wuo and Kovacic NOES: None ABSENT: None City Clerk of the City of Arcadia 4 LAW OFFICES OF BEST BEST S KRIEGER LLP LEGISLATIVE VERSION (SHOWS CHANGES MADEI APPENDIX CONFLICT OF INTEREST CODE OF THE CITY OF ARCADIA EXHIBIT "A" The Mayor, Members of the City Council and Planning Commission, the City Manager, the City Attorney, the City Treasurer, and all Other City Officials who manage public investments as defined by 2 Cal. Code of Regs. § 18701(b), are NOT subject to the City's Code but are subject to the disclosure requirements of the Act. (Government Code Section 87200 et seg.). [Regs. § 18730(b)(3)] OFFICIALS WHO MANAGE PUBLIC INVESTMENTS It has been determined that the positions listed below are Other City Officials who manage public investments These positions are listed here for informational purposes only. Financial Services Manager Financial Consultant 4 3 Individuals holding one of the above - listed positions may contact the FPPC for assistance or written advice regarding their filing obligations if they believe that their position has been categorized incorrectly. The FPPC makes the final determination whether a position is covered by § 87200. -20- BBK— November 240- 32.aU RVPOBIDMV\683796.2 LAW OFFICES OF BEST BEST & KRIEGER LLP DESIGNATED POSITIONS GOVERNED BY THE CONFLICT OF INTEREST CODE DESIGNATED EMPLOYEES' DISCLOSURE CATEGORIES TITLE OR FUNCTION ASSIGNED Accounting Supervisor 54 Administrative Assistant, Sr. (ALL) $� Administrative Services Director 1 12 Services Manaaer (ALL) N Assistant City Manager /Development Services Director 1,2 Assistant Director of Recreation and Community Services 2, 4 & Assistant Engineer (PUblis4P G*& ALL) 2, 3, 4Z n 66 Human Res-eurgas And Risk Manager Assistant Planner Associate Civil Engineer (ALL) Associate Planner Building Official Business License Officer Chief Deputy City Clerk/ Records Manager Chief of Police City Attorney (not filing under Gov. Code §87200) City Clerk Code Services Officer 2, 3, 4 -Q, 7 2, 3, 4f 2, 3, 4% 7 2, 3, 4-, 7 3 §, 7 76 3 4f, 7 1,2 3z -21- BBK –November 24A3 M RVPUBMMV\683796.2 _ LAW OFFICES OF BEST BEST & KRIEGER LLP DESIGNATED EMPLOYEES' DISCLOSURE CATEGORIES TITLE OR FUNCTION ASSIGNED Combination Inspector (ALL) 2, 3, 4E, 7 Communications and Marketing Specialist (ALL) 7- Communications, Marketing and Special Projects Manager 1,2 Community Development Administrator 1, 2 Deputy City Clerk 7f Deputy Fire Chief 2, 3, 4% 7 Deputy Fire Marshal 3 §, 7 Director of Library and Museum Services 7-a Director of Recreation and Community Services 2, 4�" Economic Development Administrator 1, 2 Engineering Assistant,- 94:r 3, 4Z Engineering Services Administrator /City Engineer 2, 3, 4 ,6, 7 Environmental Services Officer 7F? Field Services Manager 2, 41& Fire Administrative Specialist 7F Fire Battalion Chief (ALL) 7F Fire Battalion Chief /Fire Marshal 35, 7 Fire Captain 3F, 7 Fire Chief 2, 3, 46, 7 Fire Division Chief 7F Fire Inspector 3F, 7 1 -22- BBK— November2-0W RVPUB \DMV%83796.2 LAW OFFICES OF BEST BEST S KRIEGER LLP DESIGNATED EMPLOYEES' TITLE OR FUNCTION DISCLOSURE CATEGORIES ASSIGNED General Services Manager General Services Superintendent Historical Museum Curator 1,2 7F 7f Human Resources Analyst 76 Human Resources and Risk Manager Administrator 76 Human Resources Technician 76 Information Systems Manager 76 Legal Coordinator 76 Maintenance Contract Officer 76 Management Aide 76 Management Analyst (ALL) 76 Planning Services Manager 2, 3, 4f, 7 Police Captain (ALL) 36, 7 Police Records Manaaer 6 Principal Librarian 76 Public Works Inspector 2, 3, 4Z Public Works Services Director Public Works Technician Purchasing Officer Recreation Coordinator 1,2 3§, 7 65 7S I RVPUB\DMV%683796.2 -23- BBK— November 2AW LAW OFFICES OF BEST BEST S KRIEGER LLP DESIGNATED EMPLOYEES' TITLE OR FUNCTION Recreation Supervisor Revenue Collection Specialist Senior Citizens Supervisor Senior Civil Engineer Senior Planner Special Assistant to the City Manager Storekeeper /Buyer Streets Superintendent Transportation Services Officer Utilities Superintendent Warehouse Manager Water Quality /Backflow Inspector Youth Services Supervisor I RVPUB\DMV1683796.2 DISCLOSURE CATEGORIES ASSIGNED 7E 1,2 7$ 2, 3, 4C, 7 2, 3, 4f, 7 11,2 7C 7F 7C 2, 4 72Z 76 76 7f im - BBK November J- 0031�.__j LAW OFFICES OF BEST BEST & KRIEGER LLP DESIGNATED EMPLOYEES' TITLE OR FUNCTION DISCLOSURE CATEGORIES ASSIGNED MEMBERS OF BOARDS, COMMISSIONS AND COMMITTEES Homeowners Assn. Architectural Review Board 1,2 Library Board of Trustees 2, 4—,71 Redevelopment Commission 1,2 Consultant 4 Consultants shall be included in the list of Designated Employees and shall disclose pursuant to the broadest disclosure category in this Code subject to the following limitation: The City Manager may determine in writing that a particular consultant, although a "designated position," is hired to perform a range of duties that are limited in scope and thus is not required to fully comply with the disclosure requirements described in this Section. Such written determination shall include a description of the consultant's duties and, based upon that description, a statement of the extent of disclosure requirements. The City Manager's determination is a public record and shall be retained for public inspection in the same manner and location as this Conflict of Interest Code. -25- BBK— November 2VO3ZM RVPUB\DMV%683796.2 UAW OFFICES OF BEST BEST S KRIEGER LLP EXHIBIT "B" DISCLOSURE CATEGORIES The disclosure categories listed below identify the types of investments, business entities, sources of income, or real property which the Designated Employee must disclose for each disclosure category to which he or she is assigned. Category 1— All — EasiFJ t'ties PGffiR"6I6iR866 IF; the q ' All investments and business positions in business entities and sources of income, f#ea; that ' are located in. do business 0 or own real property within jurisdiction of the City, the G w the ReXt yeaF, eF have dGRG business or awRed Feel PF9peFty W * tl; * R ft .G-t G-f the Gity with the past We (2) yeaF6. Cateoory 2 ° ' R : All iatefes Wt Le5ts_ real property which is located in whole or in part within, or not more than two (2) miles outside, the jurisdiction of the City. Category 3--Z R ^^'^t ^d °usiReoo All investments and business positions in, and sources of income from, business entities subject to the regulatory, permit, or licensing authority of the Designated Employee's Department, will be s6lbjest . te suGh author within the next yeaF, OF have been 6UbjeGt tG SLIGh autheinity wkh the past -two e years. Category 4 : All investments and business positions in, and sources of income from, business entities that are engaged in land development, construction, or the acquisition or sale of real property within the jurisdiction of the City, w the past MG (2) yeaFG. Category All investments and business positions in, and sources of income from, business entities that are banking, savings and loan, or other financial institutions. Category 6- : All investments and business positions in, and sources of income from, business entities that provide services, supplies, materials, machinery, vehicles or equipment of a type purchased or leased by the City. Category :7-6 All investments and business positions in, and sources of income from, business entities that provide services, supplies, materials, machinery, vehicles or equipment of a type purchased or leased by the Designated Employee's Department. -26- BBK- November XV32_M R V PUH\DM V \683796.2 STAFF REPORT Fire Department DATE: December 7, 2004 TO: Mayor and City Council /� FROM: David R. Lugo Jr., Fire Chiefs (/ By: Heather McDowell, Management Analyst SUBJECT: Recommendation to Introduce Ordinance No. 2202, an Ordinance of the City Council of the City of Arcadia, California, Amending Article III, Chapter 1, Part 7 of the Arcadia Municipal Code Relating to Emergency Medical & Ambulance Transport Services and Paramedic Membership Program Recommendation: Introduce Ordinance No. 2202 SUMMARY • In 1994, the City Council authorized implementation of the Voluntary Emergency Medical Subscription Program. Authority for this program exists in Article 111, Chapter 1, Part 7 of the Arcadia Municipal Code. In 1996, the City Council approved adoption of a new title for the program, and from that point forward, the program has been referred to as the Paramedic Membership Program. The Fire Department wishes to update and modify the Municipal Code to include the proper reference to this program. Amending Article III, Chapter 1, Part 7 will update the title of the existing Paramedic Membership Program and clarify the intent of the language contained therein. DISCUSSION The Fire Department is in the process of modifying and updating the Arcadia Municipal Code for the purpose of language clarification and to modify the title of the Paramedic Membership Program, approved by the City Council in 1996. The proposed amendments are administrative in nature and will neither change the level of service provided to the public, nor will it modify existing fees charged for Emergency Medical Services, Ambulance Transport Services, and the Paramedic Membership Program. Specifically, the following changes are being proposed: The Title of Article III, Chapter 1, Part 7 has been modified from Voluntary Emergency Medical Subscription Program to Emergency Medical & Ambulance Transport Services. 11 LASER IMAGED a.k, S�, Mayor and City Council • December 7, 2004 Page 2 Section 3170.6 Authorization for Fees has been moved to the beginning of Part 7 and has been renumbered as a new section number 3170 Authorization of Fees. The language related to fees has been clarified to clearly break out the types of services authorized to be charged for within the City, and to whom. The language modification does not expand or modify fees in any way from what has previously been authorized by Council. Section 3170 through 3170.12 of the existing Municipal Code, with the exception of 3170.6 Authorization of Fees, remain in their original order following the new section number 3170 Authorization of Fees and are numbered as new sections 3170.1 Paramedic Membership Program — Purpose through section 3170.12 Paramedic Membership Program Termination. There are global changes throughout Article III, Chapter 1, Part 7 modifying language from the Voluntary Emergency Medical Subscription Program to the Paramedic Membership Program or portions thereof. These changes are for consistency and the outdated references have been replaced with the appropriate program title and/or reference. • Staff recommends the City Council introduce Ordinance No. 2202 at this time setting the adoption for December 21, 2004. FISCAL IMPACT There is no fiscal impact to the City in adopting this Ordinance. RECOMMENDATION It is recommended that the City Council: Introduce Ordinance No. 2202, An Ordinance of the City Council of the City of Arcadia, California, Amending Article III, Chapter 1, Part 7 of the Arcadia Municipal Code Relating to Emergency Medical & Ambulance Transport Services and Paramedic Membership Program. Approved: William R. Kelly, City Manager • Public Works Services Department December 7, 2004 TO: Mayor and City Council FROM: Pat Malloy, Public Works Services Direct 6r Prepared by: Gary F. Lewis, General Services Ma ager Rafael Fajardo, Assistant Engineer SUBJECT: Live Oak Avenue Landscape Rehabilitation Project Recommendation: Accept all work performed by Nativ Engineering, Inc. for the Live Oak Avenue Landscape Rehabilitation Project as complete and authorize the final payment to be made in accordance with the contract documents, subject to a retention of $9,069.70. SUMMARY is On July 20, 2004, the City Council awarded a contract to Nativ Engineering, Inc. in the amount of $104,717.00 1 for the construction of the Live Oak Avenue Landscape Rehabilitation Project. The terms and conditions of this project have been complied with and the work has been performed to staffs satisfaction for a total project cost of $106,897.00. This amount reflects the original contract amount of $104,717.00 plus four (4) contract change orders (CCO) of $2,180.00 or 2.1 % for a total contract amount of $106,897.00. Staff recommends that the City Council accept all work performed by Nativ Engineering, Inc. as complete and authorize the final payment to be made in accordance with the contract documents, subject to a retention of $9,069.70. DISCUSSION Over the years, the medians along Live Oak Avenue between Santa Anita Avenue and the easterly City limits had deteriorated. The City's Median Island Master Plan provides guidelines and directions for the restoration of existing landscaped median conditions while taking into account the development of a consistent appearance, safety of vehicular and pedestrian traffic, maintenance concerns, natural preservation and cost. Consistent with the City's Median Island Master Plan, this Project improved the medians through the removal of all ground cover and shrubs, replacement of all irrigation heads, addition of new vales and irrigation lines to properly irrigate the new landscaping, • installation of new turf in the central medians, and restoration of median aesthetics LASER IMAGED a,L YP Mayor and City Council December 7, 2004 Page 2 through landscape renovation. Moreover, this project repaired the remainder of the damages at the medians along Live Oak Avenue caused by the 2002 windstorm. The terms and conditions of this contract have been complied with and the work has been performed to staffs satisfaction. In addition to the work originally covered by the contract, the contractor also performed the following work: CCO # Description 1 Installation of new valves at the median between El Capitan Avenue and Santa Anita Avenue. 2 Installation of new irrigation and traffic pull boxes along the median. 3 Credit for Maintenance Agreement 4 Modification of Cobble Rock Landscaping Total Change Orders Amount $2,600.00 $2,720.00 ($1,800.00) ($1,340.00) $2,180.00 City staff and the Contractor agreed to transfer maintenance period of ninety days to City Landscape Services Contractor (CLS) and credit $1,800.00 back to the original contract amount, Staff recommends that the City Council accept all work performed by Nativ Engineering, Inca as complete and authorize the final payment to be made in accordance with the contract documents, subject to retention of $9,069.70. This amount reflects the original contract amount of $104,717.00 plus four (4) contract change orders_(CCO) for a total contract amount of'$ 106,897.00. ENVIRONMENTAL ANALYSIS This project is categorically exempt per Section 15302 (c) replacement from the requirements of the California Environmental Quality Act. FISCAL IMPACT Funds in the amount of $110,500.00 are budgeted in the 2003/04 Capital Improvement Project for Live Oak Avenue Landscape Rehabilitation Project. • n U Mayor and City Council December 7, 2004 Page 3 • RECOMMENDATION 1. Accept all work performed by Nativ Engineering, Inc. for the Live Oak Avenue Landscape Rehabilitation Project as complete. 2. Authorize final payment to be made in accordance with the contract documents, subject to a retention of $9,069.70. Approved by: PM:GFL:dw Attachment: Location Map - Exhibit "A" • William R. Kelly, City Manager • 4 STAFF REPORT Public Works Services Department • December 7, 2004 TO: Mayor and City Council FROM: Pat Malloy, Public Works Services Dir ctor Prepared by: Gary F. Lewis, General Service Man ger Lubomir Tomaier, Senior Civil Engineer SUBJECT: Change Order —Wilderness Park Picnic Shelter Rehabilitation Recommendation: Authorize the City Manager to approve a Contract Change Order for the rehabilitation and maintenance of the Wilderness Park Picnic Shelter in the amount of $65,000 and appropriate $90,000 from the Capital Outlay Fund for engineering design, rehabilitation work and contingencies. SUMMARY During a routine evaluation of the Wilderness Park Picnic Shelter for structural and termite damage it was noted that two of the support posts were moving laterally and significant bending of the ridge and valley beams were noted. Based on this preliminary analysis it was apparent that the structure was heavily stressed and required further analysis. Staff requested a structural evaluation from a licensed structural engineer in consideration of today's seismic requirements. The report completed by ARC Engineering indicates that all of the structural members are overloaded by as much as 414% of the support capacity and the shelter could collapse during a seismic event. Based on these findings the shelter was fenced off and taken out of service on October 21,2004. Staff evaluated the condition and reviewed three alternative solutions: Alternative • 1. Removal Only 2. Stabilize shelter & replace roofing with lightweight material 3. Remove & replace the shelter Estimated Cost $ 20,000 $ 65,000 $197,885 Completion date February 2005 June 2005 October 2005 LASER IMAGED c2,MN Nr Mayor and City Council December 7, 2004 Page 2 • On June 1, 2004, the City Council approved a contract extension to Vargas Olson Enterprises Inc. for a construction service maintenance contract at various City facilities. Vargas Olson submitted a written change order in accordance with the existing agreement to rehabilitate the Wilderness Park Picnic Shelter on a time and material basis with a not to exceed cost of $65,000. The contractor's offer of extension does not reflect a change in unit bid prices and all other conditions of the Agreement are to remain in effect. Staff recommends that the City Council approve a contract change order for Alternative No. 2 in the amount of $65,000 to Vargas Olsen Construction, Inc, for the structural upgrade of Wilderness Park Picnic Shelter and appropriate $90,000 from the Capital Outlay Fund for engineering design, rehabilitation work and contingencies. DISCUSSION The Public Works Services Department is responsible for the maintenance and repair of all City facilities. During a routine evaluation of the Wilderness Park Picnic Shelter for termite damage if was noted that two of the support posts were moving laterally and there was significant bending of the ridge and valley beams. Based on this preliminary analysis it was apparent that the structure was heavily stressed and required further analysis. Staff requested a structural evaluation from a licensed structural engineer in • consideration of today's seismic requirements. The report completed by ARC Engineering indicates that all of the structural members are overloaded by as, much as 414% of their support capacity and the shelter would collapse during a seismic event. Based on the findings the shelter was fenced off and taken out of service on October 21, 2004. The shelter was designed and built in 1963 with a cedar shake roof in accordance to existing Building Standards. In consideration for fire hazards presented by cedar shake roofs a new lightweight concrete' tile roof was installed in 1991. The new roof manufactured by Cal Shake was considered a lightweight alternative to concrete tile. It was later found that Cal Shake material absorbs water during wet weather making the tile heavier than concrete tile. As a result of a class action suit filed on behalf of effected consumers, Cal Shake has gone out of business. Because of the extra weight from water the roofing material overstressed the structural members beyond their design criteria. The Wilderness Park Picnic Shelter is a heavily used public facility that is presently unavailable to the community. The winter and spring months are the lowest period of activity although eighty scheduled events have been moved or cancelled. From June first through the summer is the period of highest activity with children's summer programs. Having this structure back in service by June 1, 2005 would be a monumental task requiring an aggressive schedule with full cooperation by all parties. • Mayor and City Council December 7, 2004 • Page 3 City Engineering and Building Division staff discussed the findings with the structural engineer and reviewed the following alternatives: 1. Complete removal of the shelter, leaving only the kitchen and storage buildings. This would leave the picnic area unprotected from sun and rain exposure. Estimated cost for this alternative is $20,000. 2. Stabilize the shelter with additional center support column and bracing members, replace termite and overloaded support members and replace existing concrete roof material with new lightweight roofing utilizing a change order to the existing construction services maintenance contract. This alternative will strengthen and provide additional support to all undersized structural members. Estimated cost for this alternative is $65,000. 3. Remove the shelter structure and replace with the same architectural design based on today's seismic design criteria. This alternative will demolish existing structure and replace it with a new one. Estimated cost for this alternative is $197,885.00. Alternative 1, was not considered due to the need for shelter against sun or rain • exposure and Alternative 3, could not be accomplished in the required time frame due to design /review, bidding process and construction time. Alternative 2 is the only option that can be accomplished in time for next summers' recreational programs. To be accomplished this will require Council to authorize a change order to the existing construction services maintenance contract in the amount of $65,000. Approving a contract change order to the existing contract will save time from a normal bidding process and will allow the contractor the needed time to purchase the steel structural support members. A steel column will become the main load- bearing member of the shelter. Staff recommends that the City Council approve a contract change order in the amount of $65,000 to Vargas Olson Enterprises for the structural upgrade of the Wilderness Park Picnic Shelter. ENVIRONMENTAL ANALYSIS This project is categorically exempt per Section 15301 (d) replacement from the requirements of the California Environmental Quality Act. FISCAL IMPACT The rehabilitation of the picnic shelter was not included in the 2004/2005 Capitol budget. An appropriation of $90,000 from the Capitol Outlay fund will be required to • complete the rehabilitation of the Wilderness Park Picnic Shelter. Mayor and City Council December 7, 2004 Page 4 RECOMMENDATIONS • 1. Approve a contract change order to Vargas Olson Enterprises, Inc. in the amount of $65,000 for the Rehabilitation of Wilderness Park Picnic Shelter. 2. Authorize the City Manager to approve a contract change order for this action. 3. Authorize an appropriation of $90,000, from the Capital Outlay Fund. Approved: or William R. Kelly, City Manager PM:LT:dw • 40 v� DATE: December 7, 2004 TO: Mayor & City Council FROM: William R. Kelly, City Manager Linda Garcia, Communicatio , & Special Projects Manager`. By: Yvonne Yeung, Management Aide SUBJECT: RENEWAL OF CONTRACT WITH THE FERGUSON GROUP FOR NATIONAL LEGISLATIVE ADVOCACY Recommendation: Approve the renewal of contract SUMMARY Since 1996, The Ferguson Group (TFG) has been assisting the cities of Arcadia and Sierra Madre with funding for water infrastructure improvement projects. In 1999, the • City Council approved expanding their services to include other projects for which we might be eligible for federal funding. As a direct result of our relationship with TFG, millions of dollars was secured for various projects over the last several years, including Santa Anita Corridor improvements and joint water infrastructure projects with Sierra Madre. The current contract expires on December 19, 2004. DISCUSSION The expenditure of funds for legislative advocacy has proven to be very beneficial. To date, Arcadia and Sierra Madre have jointly received approximately $12 million in federal grants for water projects and other projects. Therefore, staff is confident the partnership with TFG will continue to be a lucrative investment. Members of TFG team are not only knowledgeable about the federal process, funding availability and the kind of projects that typically receive funding, they are also instrumental in scheduling meetings with key legislators and their staffs in Washington, D.C. This has allowed the Arcadia /Sierra Madre team to personally make presentations about specific projects directly to the people who are responsible for allocating federal funds. FISCAL IMPACT The $65,000 annual retainer remains the same as last year. The fee includes unlimited hours of service each month and overhead expenses. As in the past, this cost will be • shared among the General Fund (35%), the Water Fund (50 %), and the redevelopment Agency (15 %). LASER IMAGED a • G, a.t\, v Office of the City Manager Mayor and City Council December 7, 2004 Page 2 RECOMMENDATION • Authorize the City Manager to execute Amendment No. 2 to the existing Agreement with The Ferguson Group to represent the City of Arcadia on legislative issues and revenue opportunities for a twelve (12) month period, effective December 20, 2004. BK:LG:yy �M' STAFF REPORT Development Services Department DATE: December 7, 2004 • • TO: Mayor and City Council FROM: Don Penman, Assistant City Manager /Development Services Director Philip A. Wray, City Engineer /Engineering Services Administrator�Pd e SUBJECT: Professional Services Agreement — Transportation Master Plan Recommendation: Authorize the City Manager to enter into a Professional Service Agreement with Meyer, Mohaddes & Associates Inc. in an amount not to exceed $53,680 to prepare an update to the Transportation Master Plan and appropriate $55,000 in Proposition C Funds SUMMARY In 1998, the City contracted with Meyer Mohaddes & Associates, Inc. to prepare a Transportation Master Plan for Arcadia. The Plan projected future growth in Arcadia and estimated the future vehicle trips on City arterial streets. The Plan analyzed 23 critical intersections to determine levels of service based on the future traffic and propose intersection improvements to mitigate deficiencies. The Plan also included a Transportation Fee Program to pay for the improvements. Since the time the Master Plan was completed, the growth assumptions have changed slightly and several new projects have been proposed that warrant consideration for an update. With new development at the Santa Anita Race Track and further expansion of the Westfield Mall being proposed, now is the time to update the Transportation Master Plan. The Master Plan will be used as a guide for managing and coordinating the various project traffic mitigations to assure consistency. The City Council may also use the plan to consider adopting a Traffic Impact Fee Program. Staff recommends the appropriation of $55,000 to prepare an update of the Transportation Master Plan and the approval of a Professional Services Agreement with Meyer, Mohhaddes & Associates Inc. to perform the work at a cost not to exceed $53,680. LASER IMAGED 4,o, Mayor and City Council Staff Report December 7, 2004 Page 2 • DISCUSSION In 1998, Meyer Mohaddes & Associates, Inc. (MMA) was hired by the City to prepare a Transportation Master Plan and Traffic Impact Fee Program. MMA used the growth projections and traffic counts from the 1996 General Plan Update to prepare the Master Plan. The Plan analyzed 23 critical intersections in the City using existing traffic counts and projecting growth to the year 2015. The results were that five intersections would eventually fall below an acceptable Level of Service (LOS) "D" and would need improvements. The plan proposed intersection improvements and determined costs for five intersections. Every two years, staff obtains traffic counts at the five intersections to monitor the LOS. Some intersections have grown at .a more rapid rate than projected. The data from the Master Plan was also used as the basis for determining a Traffic Impact Fee. MMA addressed a Traffic Impact Fee Program in the report. The Fee Program was discussed with the City Council in 2001 but the City Council chose to not implement a fee at that time. Westfield Shoppingtown and the Santa Anita Race Track have both begun plans for further development. Traffic studies will be required for both projects to include • cumulative growth at the time of project opening. Staff is in need of a Master Plan update to look further into the future to year 2030 growth and determine long term needs. This will be helpful in reviewing and establishing mitigation measures for new projects,that not only meet immediate needs but also the long, term plan. This way, a mitigation measure to meet a project traffic need is consistent with and does not preclude further improvements in the future. This update is necessary because some of the data and assumptions used in the previous study are out of date or no longer valid. The update will: 1. Obtain current traffic counts as the basis for projecting growth. Four intersections will be added to the analysis to bring the total to 27. 2. Update the growth projections using most current information on future projects such as the Westfield Mall expansion, the Santa Anita Race Track commercial development, the Rusnak Mercedes expansion, the senior housing project, the Gold Line Station, and regional growth to 2030. 3. Create a new list of deficient intersections based on traffic growth. 4. Prepare conceptual improvement plans to mitigate deficiencies at each intersection. . 5. Prepare cost estimates for each intersection improvement. 6. Update the Impact Fee Section of the previous study. • Mayor and City Council Staff Report December 7, 2004 • Page 3 Staff has selected MMA to perform the work because of their experience with the original Master Plan. MMA has submitted a proposal that includes all elements of the update. Several elements such as traffic counts and intersection improvements may not require as much work effort as proposed and would likely reduce the overall fee charged to the City. Specifically, data that will be generated by Westfield and Santa Anita (Caruso) project will be used which should reduce the overall fee. With updated information, the City Council can consider implementation of an impact fee that could be imposed on all development to finance the improvements. FISCAL IMPACT Funds are available in the Proposition C fund balance to cover the $55,000 appropriation. RECOMMENDATION That the City Council authorize the City Manager to enter into a Professional Service Agreement with Meyer, Mohhaddes & Associates Inc. in an amount not to exceed • $53,680 to prepare an update to the Transportation Master Plan and appropriate $55,000 in Proposition C Funds. Approved: DP:PAW:pa William R. Kelly, City Manager • I 1 l� DATE: December 7, 2004 TO: Mayor & City Council FROM: William R. Kelly, City Manager Linda Garcia, Communications, ar eting & Special Projects Manage By: Yvonne Yeung, Management Aide * 1,q. SUBJECT: RESOLUTION NO. 6454 ELECTING WHITTIER MAYOR PRO TEM GREG NORDBAK TO REPRESENT CITIES WITH PRESCRIPTIVE WATER PUMPING RIGHTS ON THE BOARD OF THE SAN GABRIEL BASIN WATER QUALITY AUTHORITY Recommendation: Adopt SUMMARY Greg Nordbak, board member of the San Gabriel Basin Water Quality Authority (WQA) representing cities with prescriptive pumping rights, is up for re- election for another term on the WQA board. The City of Arcadia is one of the twelve (12) cities with prescriptive pumping rights, and we are entitled to cast our votes in the election by resolution of the City Council. Staff believes Greg Nordbak is doing a good job, and thus recommends the City Council adopt Resolution No. 6454 casting our votes for Whittier Mayor Pro Tern Greg Nordbak. BACKGROUND On September 22, 1992, Senate Bill 1679 was signed into law to establish the San Gabriel Basin Water Quality Authority to develop, finance, and implement groundwater treatment programs in the San Gabriel Valley. The WQA is under the direction and leadership of a seven - member board: one appointed member from each of the three municipal water districts, two appointed members representing water producers in the San Gabriel Basin, one elected city council person from a city without prescriptive water pumping rights, and one from a city with prescriptive water pumping rights. The City of Arcadia is one of the twelve cities with prescriptive pumping rights. The twelve cities with pumping rights currently have a total of sixty -two (62) votes. Based on our City population, we are entitled to cast five (5) votes. • LASER IMAGED Office of the City Manager Mayor and City Council December 7, 2004 Page 2 DISCUSSION • WQA board members serve four -year terms, and the term for Greg Nordbak, the current board member that represents cities with pumping rights, is ending January 1, 2005. Mr. Norbak has. been nominated to run again, and staff believes that he is doing a good job and has a great interest in getting the groundwater basin contamination cleaned up in an expeditious and prudent manner. Votes must be cast by resolution of the City Council, and the resolution must be delivered to the WQA by December 17, 2004. The election will take place on December 20, 2004. FISCAL IMPACT None. RECOMMENDATION Adopt Resolution No. 6454 casting Arcadia's five (5) votes for Whittier Mayor Pro Tern Greg Nordbak to represent cities with prescriptive water pumping rights on the Board of the San Gabriel Basin Water Quality Authority. BK:LG:yy r1 LJ lt3 iJ A lt 1 - .i'vi9J RESOLUTION NO. 6454 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ARCADIA, CALIFORNIA, CASTING ITS VOTES FOR WHITTIER MAYOR PRO TEM GREG NORDBAK TO REPRESENT CITIES WITH PRESCRIPTIVE PUMPING RIGHTS ON THE BOARD OF THE SAN GABRIEL BASIN WATER QUALITY AUTHORITY WHEREAS, on September 22, 1992, Senate Bill 1679 was signed into law by Governor Pete Wilson authorizing the creation of the San Gabriel Basin Water Quality Authority; and WHEREAS, the Board of the San Gabriel Basin Water Quality Authority is composed of seven members with three appointed members from each of the three municipal water districts, one elected city council person from cities in the San Gabriel Basin with prescriptive pumping rights, one elected city council person from cities in the San Gabriel Basin without prescriptive pumping rights, and two appointed members representing water producers in the San Gabriel Basin; and WHEREAS, the City of Arcadia is one of the cities in the San Gabriel Basin with prescriptive pumping rights; and WHEREAS, the City of Arcadia may cast its five (5) votes for a representative by resolution no later than December 17, 2004 at 5:00 p.m. 1 LASER IMAGED 3- NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ARCADIA, CALIFORNIA, DOES HEREBY FIND, DETERMINE AND RESOLVE AS FOLLOWS: SECTION 1. The City Council of the City of Arcadia casts its full votes for Whittier Mayor Pro Tern Greg Nordbak as the representative for cities in the San Gabriel Basin with prescriptive pumping rights. SECTION 2. The City Clerk shall certify to the adoption of this Resolution. Passed, approved, and adopted this 7th day of December 2004. ISI GARY A. KOV OgC Mayor of the City of Arcadia ATTEST: /S/ JAMES H.. BARROWS City Clerk APPROVED AS TO FORM: Stephen P. Deitsch City Attorney 2 STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES) SS: CITY OF ARCADIA ) I, JAMES H. BARROWS, City Clerk of the City of Arcadia, hereby certifies that the foregoing Resolution No. 6454 was passed and adopted by the City Council of the City of Arcadia, signed by the Mayor and attested to by the City Clerk at a regular meeting of said Council held on the 7` day of December, 2004 and that said Resolution was adopted by the following vote, to wit: AYES: Council Member Chandler, Marshall, Segal, Wuo and Kovacic NOES: None ABSENT: None IS/ JAMES H. BARRO City Clerk of the City of Arcadia 3 r-- • 0 STAFF REPORT Office of the City Manager DATE: December 7, 2004 TO: Mayor and City Council FROM: William R. Kelly, City Manager By: Linda Garcia, Communications, Marketing and Special Projects Manager SUBJECT: STATEMENT OF POLICY CONCERNING THE ROLE OF CITY COUNCIL BOARD AND COMMISSION LIAISONS Recommendation: Provide direction SUMMARY • On July 20, 2004, the City Council adopted a revised Statement of Policy concerning City Council Board and Commission Liaisons. The revised policy includes language relative to Council Member Liaisons being expected /required to attend the first commission meeting after he /she is appointed and future meetings only as needed. The City Council subsequently directed staff to bring back this policy for discussion and consideration of requiring the Council Liaison to attend commission meetings on a more regular basis. Staff recommends that the City Council provide direction as to whether or not the policy should be changed. DISCUSSION On July 20, 2004, the City Council adopted a revised Statement of Policy concerning City Council Board and Commission Liaisons (attached) that changed the intent of the policy to require the Council Member Liaison to attend the first commission meeting after he /she is appointed (absent an emergency or other unavoidable conflict) and future meetings as needed. Since that time, some commissions and commissioners have mentioned to various members of the City Council that they would like their Council Liaison to attend meetings on a more frequent basis. These commissioners cited the fact that they enjoy hearing from the Council Member about the status of City • projects and activities. LASER IN AGED 3 h�'. 3r Mayor and City Council December.7, 2004 • Page 2 While the existing Statement of Policy specifically addresses the Council Member's attendance at the first meeting after appointment, it does not prohibit him /her from attending all of the meetings if that is what they choose to do. In keeping with the intent of the discussion that took place on this subject at the July 1 and July 20, 2004 meetings, the .policy does, however, remove the notion that Council Liaisons are required or expected to attend every commission meeting. Some of the options the City Council may wish to consider include: • Leave the policy as is, which requires (by intent) Council Liaisons to attend the first commission meeting after ,appointment and leaves attendance at future meetings up to the individual Council Member. • Change the policy to require the Council Liaison to attend all commission meetings (absent an emergency or unavoidable conflict). In this instance, staff recommends that the policy be "self enforced" by the City Council and that there not be a formal record - keeping of Council Member attendance at commission meetings. • • Change the language in the policy to reference that the Council Liaison is expected to "attend as many commission meetings as possible throughout the year. FISCAL IMPACT There is, no fiscal impact associated with changing this policy. RECOMMENDATION It is recommended that the City Council provide direction as to whether or not the July 20, 2004 Statement of Policy concerning Board, and Commission Liaisons should be amended.. The City Council may either amend the policy tonight by approving specific language, or direct staff to prepare a draft policy for consideration'at a future meeting. Attachment: Statement of Policy concerning City Council Board and Commission Liaisons • 0 OE M$ CITY OF ARCADIA STATEMENT OF POLICY CITY COUNCIL BOARD AND COMMISSION LIAISONS Adopted July 20, 2004 The City of Arcadia has a number of Boards and Commissions that were created: To advise the City Council and the City Manager on matters within their area of interest as prescribed by the City Charter and /or the City Council. • 2. To enable more attention to be given to specific issues and problems. To act as a channel of communication between municipal government and the public by presenting City proposals to the public, and in turn transmitting to City officials the reactions, opinions and proposals of citizens. In this respect their role is one of reducing misunderstandings concerning City policies and programs, reconciling contradictory viewpoints and aiding the development of common goals and objectives. 4. To provide a greater opportunity for citizen participation in the affairs of City government. Every year, the Mayor appoints a Council Member to each of the City's Boards and Commissions to act as a Liaison representative. The Liaison is expected to attend the first Commission meeting that takes place after he /she is appointed (absent an emergency or other unavoidable conflict) and will attend future meetings as needed. It should be noted that when Council Members attend Commission meetings, they are not voting members and are not supposed to actively participate in discussions or deliberations. Further, Council Liaisons are not expected to express an opinion as to how the City Council may act o n the Commission or Board. a matter that is before All Board and Commissions are subject to the Brown Act (Open Meeting Law), which precludes discussion of any matter not on the agenda. Accordingly, other than a request for information, a Council Liaison cannot bring up for discussion issues that are not a part of the official meeting agenda. • d\ W �a ■ • STAFF REPORT Arcadia Redevelopment Agency December 7, 2004 T0: Arcadia Redevelopment Agency and City Council FROM: Don Penman, Deputy Executive Director y: Pete Kinnahan, Economic Development Administrator SUBJECT: Public Hearin-q: Morlan Place Automobile Dealership Expansion Project Rusnak Arcadia Redevelopment Agency 1. Resolution No. ARA -212 - A Resolution of the Arcadia Redevelopment Agency (i) adopting a Mitigated Negative Declaration and a Mitigation Monitoring Program for a Land Assembly and Development Agreement with Paul P. Rusnak and Rusnak/Arcadia and (ii) approving a Land Assembly and Development Agreement with Paul P Rusnak and Rusnak/Arcadia 2. Approving a project budget of $13.4 million with a maximum Agency contribution of $8 million and appropriating funds for certain consulting services and relocation benefits City Council 1. City Council Resolution No 6452 — A Resolution of the City Co uncil of the City of Arcadia making certain findings pursuant to California Health and Safety Code Section 33433 in connection with and approving the sale of property pursuant to a Land Assembly and Development Agreement among the Arcadia Redevelop Agency Paul P Rusnak and Rusnak/Arcadia Recommendation: Adopt Resolution No. ARA -212 and City Council Resolution No. 6452 SUMMARY Mr. Paul Rusnak, owner of the Mercedes Benz dealership at 55 W. Huntington Drive, has approached the Agency for assistance in assembling the five (5) properties (approximately 3.6 acres) to the east, i.e., Church in Arcadia, a vacant triangular property, Rod's Grill, the Public Storage building, and the Elks Club for purposes of expanding his existing dealership (see Attachment 1 — Site Map). These properties are generally under - utilized, lack sufficient parking, and combine incompatible land uses. Arcadia Redevelopment Agency December 7, 2004 Page 2 Staff has negotiated and Agency Counsel has prepared a 2004 Land Assembly and Development Agreement ( "LADA ") dated December 7, 2004 which has been executed by Paul P. Rusnak, as Trustee of the Paul P. Rusnak Family Trust ( "Land Owner") and Rusnak/Arcadia, a California corporation ( "Business Operator") (see Attachment 2). The LADA contemplates that the Agency will use its reasonable efforts to acquire the five (5) properties and relocate the tenants. The Agency will also use its reasonable efforts to have the City consider the various land use applications to be submitted to the City by Mr. Rusnak regarding design and construction of his proposed project, i.e., Architectural Design Review, Conditional Use Permit, Tract Map, partial street vacation. Total land assembly, relocation and other administrative costs for the proposed project are projected to be between $10.5 and $13.4 million. The Agency will expend no more than $8 million on the project under the terms of the LADA. Mr. Rusnak will pay approximately $4.5 million to the Agency for the five (5) properties ($28.50/sq. ft.), which amount is based upon a Reuse Appraisal by GRC Associates that places the Reuse Value for the properties between $26 and $30 /sq. ft. (Mr. Rusnak paid $28.50 /sq. ft. to acquire his existing dealership location in 2001 — real estate and buildings). These monies will be used to implement the project. Mr. Rusnak will also pay any project costs above $12.5 million ($8 million plus $4.5 million). The Agency's $8 million contribution to the project is expected to be recovered, within ten (10) years, through a combination of property taxes paid to Los Angeles County and sales and use taxes paid to the State Board of Equalization by Mr. Rusnak's dealership. Mr. Rusnak has agreed to a Promissory Note secured by a Deed of Trust on his existing 4 -acre site to provide security for the property tax and sales and use tax obligations of the Land Owner and Business Operator under the terms of the LADA. He has also agreed to provide the Agency with a $4 million Letter of Credit until the issuance of the Certificate of Completion of the new dealership. He has further agreed to repay to the Agency any remaining unpaid amount owed should he wish to sell or transfer the property and /or dealership prior to the end of the ten -year period, or alternatively, receive the Agency's written pre - approval of a transfer. The Agency will agree during the ten (10) year period after the issuance of the Certificate of Completion and as an incentive to the Owner /Operator to reimburse up to $2.5 million to Rusnak/Arcadia subject to certain conditions: 1) Rusnak/Arcadia has repaid the Agency's investment (maximum $8 million) in the form of property tax, sales and use taxes Paid on his existing and new land and improvements; b) all other costs for the project per the December 7, 2004 LADA have been paid by Rusnak/Arcadia; c) reimbursement shall be made only from Agency tax increment and only after the City receives at least $700,000 in annual sales /use taxes. Any amount above that will be shared 50 -50 with the City and Rusnak/Arcadia; d) these incentive funds can only be used. to improve or expand his Mercedes Benz dealership or for a new dealership not currently in this market area, e.g., SMART car. Arcadia Redevelopment Agency December 7, 2004 Page 3 Mr. Rusnak will design and construct at his cost approximately 300,000 sq. ft. of new and rehabilitated buildings. It is anticipated he will keep and rehabilitate the existing public storage facility and integrate it into the existing and expanded dealership. The project schedule generally contemplates all land sales to Mr. Rusnak within nine (9) months (September-2005) from approval of the LADA, followed by the opening of the expanded dealership twenty (20) months later (May 2007). A summary of the Agency's, costs to date, projected future costs, the reuse appraisal analysis by GRC, the LADA, and benefits of the proposed project to the City and the Agency are provided in the Disposition Report (Attachment 3). Agency staff reviewed the environmental impacts of the proposed project. Based upon information from the Land Owner and Business Operator and an Initial Study, a Mitigated Negative Declaration (MND) and a Mitigation Monitoring Plan (MMP) have been prepared. Under the MMP, the City Engineer will annually monitor traffic volumes at Santa Anita Avenue /Huntington Drive. At such time as the level of service (LOS) declines to level F, the Development Services Department shall prepare plans for and construct an additional left turn lane on northbound Santa Anita Avenue /Huntington Drive and the Land Owner will be required to pay its fair share of the cost of these improvements. Additionally, the Agency shall require the Land Owner and Business Operator to cooperate with the Agency's historical preservation consultant during any hazardous waste remediation and clearance of the Elks property, due to its role in Arcadia history. Extensive photos will be taken and any historic artifacts discovered will be forwarded to the Gilb Historical Museum. Notice of the availability of the Land Assembly and Development Agreement, Initial Study, Mitigated Negative Declaration, Mitigation Monitoring Plan and Disposition Report for public inspection, as of November 11, 2004 at the Library and Arcadia City Hall was published in the Arcadia Weekly on November 11, 2004, November 18, 2004, November 25, 2004, and December 2, 2004. DISCUSSION The former Foulger Ford dealership was sold by Mr. William Adkins to Paul Rusnak in August, 2001 for $5 million ($28.50/sq. ft.). Prior to that time, the Agency was negotiating with Waft Development Co. and the J. H. Snyder Co. for a mixed use commercial /residential development of the 11 -acre "triangle" composed of the properties surrounded by Santa Clara Street, Santa Anita Avenue and Huntington Drive (Modan Place lies between Huntington Drive and Santa Clara Street). Mr. Rusnak opened his used car business, predominantly featuring pre -owned Mercedes Benz and other high -end cars, in August 2001. He opened his new Mercedes Benz dealership in November 2002. The City and Agency did not offer Mr. Arcadia Redevelopment Agency December 7, 2004 Page 4 Rusnak any enticements, commitments or financial incentives to relocate his dealership from Pasadena, and Mr. Rusnak concurs that the opening of his used car dealership and the relocation of his new car dealership from Pasadena, occurred without any City of Arcadia or Arcadia Redevelopment Agency enticements or financial assistance. He has agreed in the LADA to indemnify and hold the Agency and City harmless against any legal challenge to the Agency or City on this issue. Although the Agency's basic terms remain unchanged from 2001, i.e., $8 million maximum Agency contribution, maximum ten (10) year guaranteed return of the Agency's investment in the form of sales /use taxes and property tax, Rusnak property acquisition cost based on Agency reuse appraisal, legal indemnification and sufficient security, the Agency staff and Mr. Rusnak were not able to reach agreement, until recently. The LADA (Attachment 2) is that agreement. The Agency in late 2001 authorized staff to obtain real estate and furniture, fixture & equipment ( "FFE ") appraisals of the five (5) properties and their tenants (FFE only) and to obtain project budget estimates from expert consultants in relocation, goodwill, hazardous waste, demolition, title and legal. Because of the passage of time, the Agency has obtained two (2) appraisal updates since 2001 (May /June 2003; July 2004). Based upon these appraisal updates, the initial consultant estimates and staff estimates, the entire project is now estimated to cost between $10.5 million to $13.4 million. The Agency in November 2001 and April 2003 sent Owner/Tenant Participation letters to the property owners and business owners in the proposed expansion site. A letter was also sent to a recent new tenant in the public storage building, Uniforms for School. None of the 'owners or tenants responded to the letter with any proposal or request for participation. Land Assembly and Disposition Agreement ( "LADA") The major terms of the LADA are summarized below. The terms of the LADA are also summarized in the Disposition Report (Attachment 3). a) The Agency shall contribute up to a maximum of $8 million, using the taxable proceeds of the 2001 bond issue. b) The Land Owner shall pay the Agency fair reuse value for the five (5) properties. GRC Associates has established the reuse value within a range from $26.00 /sq. ft. to $30.00 /sq. ft. Agency staff is recommending $28.50 /sq. ft., the value Mr. Rusnak paid for the existing dealership property in 2001. This is estimated at $4,470,000 (3.6t acres) rounded to $4.5 million. c) The Land Owner will design and construct, a total of approximately 300,000 sq. ft. of new construction and rehabilitate the public storage building, at his cost. He will remediate any hazardous waste on the properties and clear the properties. Arcadia Redevelopment Agency December 7, 2004 Page 5 He will pay all project costs above the Agency's $8 million, e.g., acquisition, relocation, goodwill, costs of third party consultants retained to implement the project. d) The Land Owner ( Rusnak) will be required to acquire the site, i.e., deposit the reuse value of the properties into escrow, but only in "phases," e.g., Church /Dahlgren, and /or Rod's /Storage /Elks. He will advance funds to the Agency, if necessary, and will be credited with any such advances in the subsequent escrows for sale of any of the properties acquired by the Agency to him, in accordance with the terms of the LADA. e) Neither the Land Owner nor Business Operator can commit to a, Mercedes Benz dealership on the site for the ten (10) years. The Land Owner, however, does agree to operate a new car sales dealership on the site for, at least ten (10) years. We are advised that Mercedes Benz will not agree to such a commitment either. As a practical matter, only a high end reasonably high volume new and used car dealership with service and parts, could commit to and comply with the sales tax performance covenants in the LADA. f) The Land Owner and Business Operator are obligated in the LADA to cause a minimum annual sales /use tax payment of $700,000 to be made to the State Board of Equalization (SBOE) from the existing and expansion site located in the City of Arcadia. If in any one operating year, they do not achieve this amount, the Agency will send them a notice of deficiency, and they must pay the deficiency within forty-five (45) days of the invoice. Please note that the. Agency is agreeing that the Land Owner /Business Operator will receive credit for what they Day to SBOE, not what the City actually receives in sales /use taxes from the State from the Rusnak dealership. Because of the uncertainty created by the budget crisis in Sacramento, the "triple -flip" legislation, possible future revisions to the sales tax structure in the State and litigation attacking all or some of the above, staff feels it is not fair to penalize Mr. Rusnak for what he has in fact paid in good faith, but the State for whatever reason does not pass along to the City. There is, however, a risk to the Agency that the City may not receive the anticipated amount of sales and use taxes paid by the Rusnak dealership should the State change the law. However, passage of Proposition 1A should minimize this risk. g) The Land Owner is also obligated, by no later than January 1, 2009, to cause a minimum increase in property tax assessment of at least $10 million above the assessed value of the existing properties, as, of the effective date of the LADA (i.e., public hearing date). GRC Associates, the Agency's reuse appraiser, estimates the Land Owner will achieve an increased market value of $35 million for the existing and expansion site. Recognizing that the value assigned by the Los Angeles County Assessor is often below actual market value even for new Arcadia Redevelopment Agency December 7, 2004 Page 6 buildings, staff believes that the assessed value ( "AV ") will be well above the required growth in AV of $10 million. h) Pursuant to the LADA both the Land Owner and the Business Operator are jointly required to execute a Promissory Note secured by a Deed of Trust to provide adequate security for the Agency for their sales /use tax payments and property tax payments, as well as for their other financial obligations, e.g., deposit the reuse value of the properties into escrow, pay all project expenses above $8 million. The Promissory Note /Deed of Trust (along with a Letter of Credit) is one of the mechanisms providing security for the Land owner's and the Business Operator's obligations in exchange for the Agency's $8 million contribution. i) The Land Owner has agreed to provide a $4 million Letter of Credit to the Agency during the initial acquisition part of the schedule through the issuance by the Agency of the Certificate of Conformity. The Letter of Credit is to support an indemnity obligation of Mr. Rusnak to the Agency and to provide partial security for the Agency's initial project expenditures. j) As mentioned above, a Deed of Trust (and Assignment of Rents) will also be executed by the Land Owner and recorded against the properties being acquired. The Deed of Trust provides the Agency with a security interest in Mr. Rusnak's property that the Agency can exercise for default or breach, e.g., Mr. Rusnak fails to construct the expansion project after close of escrow, The Agency will agree to subordinate its security interest in the properties to an Agency- approved construction and /or permanent lender, but Mr. Rusnak can encumber no more than 80% of the improved property value (existing and proposed). This financial limitation is to ensure that there is sufficient equity in the properties for the Agency to recover all of its $8 million contribution, plus related costs, in the event of a breach of the LADA. k) The project schedule is basically an overlapping two -track system: 1) acquisition /relocation /clearance; and 2) land use applications /permitting/ construction. Essentially the acquisition /relocation /remediation /clearance process is expected to take about eighteen (18) months and the land use/ construction process is expected to take an additional twelve (12) months. If the schedule is met, the expanded dealership will open in May 2007. 1) The Agency will reimburse to Rusnak/Arcadia up to $2.5 million in Agency funds if the initial $8 million investment loan is "repaid" through property tax and sales /use taxes and all other project costs are paid by the developer. Reimbursement will be shared 50/50 with Rusnak above $700,000 /year in sales /use /property taxes received by the City /Agency. These incentive funds can only be used to expand or improve his existing dealership or a new franchise not currently in the market area. Y.'. Arcadia Redevelopment Agency December 7, 2004 Page 7 Mr. Rusnak has demonstrated his investment in the City. Not only has he purchased the former Foulger Ford property and opened a Mercedes Benz dealership, he has spent well over $1 million on building and site improvements, and additional funds on extensive advertising of his Arcadia store. He has also built a showroom for the new high end Maybach vehicle Both he and Mercedes Benz personnel state that there will be significant new products from Mercedes Benz in 2005, which should lead to increased sales. Project Risk and Benefits The .Land Owner, Business Operator and the Agency will all be sharing several risks under the LADA. These risks include changing costs of property acquisition, owner /tenant relocation, unanticipated project and construction costs, changes in state law, economic and market changes, and litigation, which could affect the timing and /or ultimate success of this project. However, the benefits of the expansion project are: • Removal of older buildings on substandard and irregular parcels and replacement with an attractive upscale automobile showroom and landscaped outside display area. • Significantly increased sales and use taxes to the City above and beyond the sales tax reimbursement formula in the LADA for the ten (10) year Operating Period, and thereafter. • Significantly increased property taxes to the Agency in excess of any reimbursement ($2.5 million maximum) to Mr. Rusnak. • A net increase of 75 permanent jobs plus an estimated 100 jobs during construction. The Planning Commission at their meeting of June 22, 2004 found that the proposed project is consistent with the General Plan. The proposed project is consistent with the Agency's 1999 -2004 Implementation Plan and the proposed Implementation Plan (2005 -2010) on tonight's agenda. As required by State Redevelopment law, notices informing the public of the date, time and place of this joint public hearing for consideration of the LADA were published in the Arcadia Weekly. The notices included information on the availability for public inspection of the proposed Mitigated Negative Declaration and Mitigation Monitoring Plan, the LADA and the Disposition Report required by Health and Safety Code Section 33433 at the Library and City Hall. Staff has also informed all of the affected property owners and tenants in the proposed expansion site of the joint public hearing and the matters under consideration by the Agency and City Council. Arcadia Redevelopment Agency December 7, 2004 Page 8 Representatives of the Rusnak Trust and Rusnak/Arcadia will be present at the joint public hearing. ENVIRONMENTAL IMPACT The applicant (Rusnak) submitted an Information Statement and concept plan for the expansion project. Staff then prepared an Initial Study of the proposed expansion project. Based upon this initial review, the Agency retained (after soliciting proposals) the traffic engineering firm of Kimley -Horn Associates to conduct a traffic and parking analysis of the proposed expansion project. Their report dated May 12, 2004 was reviewed by the City's Traffic Engineer, Ed Cline of Willdan Associates. Based upon the Kimley -Horn analysis and Mr. Cline's review, the impact of traffic from the expansion project on the Santa Anita Avenue /Huntington Drive intersection will reduce the level of service ( "LOS ") below the City standard of Level D. The Land Owner and Business Operator (Rusnak) will be required, therefore, to pay prior to the issuance of a building permit a fair share pro -rata amount for the installation of an additional traffic lane on northbound Santa Anita Avenue to westbound Huntington Drive. This will require the removal of the median immediately south of Huntington Drive and the restriping of the street. The City Engineer will annually monitor traffic at this intersection. At such time as the LOS falls below Level D, but in any event prior to the issuance of a building permit, the City Engineer will determine the cost of the entire installation, determine the Land Owner and Business Operator "fair share and invoice the Land .Owner and Business Operator. At that time, the work will be added to the City Capital Improvement Program and completed within two (2) years. An additional mitigation measure has been prepared based upon the history of the Elks Club building and parking lot at 27 W. Huntington Drive. The original building was designed by Myron Hunt, architect of the Rose Bowl, Ambassador Hotel, Huntington Library and Pasadena Central Library and built in 1917. The building was used by the U.S. Army during World War I as the enlisted men's quarters (some say Officer's Quarters) for the Ross Field Balloon School, i.e., the Arcadia County Park. To the east of the building was a swimming pool, converted from a reservoir. constructed for Anita Baldwin, daughter of Lucky Baldwin. The swimming pool was filled with dirt and covered with a parking lot by the Elks in the late 1950s. The building itself was left derelict after World War I and was almost demolished. It has had many commercial, industrial and non - profit uses over the years. It has also had numerous remodels of both the interior and exterior. The north end of the building was severely damaged in the 1991 Sierra Madre earthquake and has been reconstructed. Because of its history, the Agency is requiring that, prior to remediation of any. hazardous waste in the Elks building, e.g., asbestos, lead -based paint, etc. a historical preservation consultant be retained (at Agency cost) to photograph the building and to be on site during remediation, demolition and site clearance to ensure that any artifacts found in the building or under the parking lot are transferred to the Gilb Historical Museum. (Elks representatives have informed staff that they plan to relocate the bar, Arcadia Redevelopment Agency December 7, 2004 Page 9 originally built at Lucky Baldwin's direction, to a. new location to be determined (at Agency cost), assuming the project is approved and the Elks are satisfied with the financial terms of the acquisition /relocation.) The Information Statement, Initial Study, and proposed Mitigated Negative Declaration and Mitigation Monitoring Plan are in Attachment 4. FINANCIAL IMPACT Costs spent to date Future Project Costs: Acquisition, including land, improvements FFE, moveables, goodwill Relocation Administrative Estimate $ 250,000 $ 8,560,000 1,500,000 424.000 $10,484,000 ($10.5 million) There are no Agency site clearance, remediation, or demolition costs. The Owner/ Operator is to pay for these. Project costs could be significantly higher due to hazardous material removal/ remediation, eminent domain costs, rising prices for land, interest rates, relocation and goodwill claims. The Agency's high estimate is $13.4 million. Maximum Agency Contribution $ 8,000,000 (2001 Taxable Bond Issue) The reuse appraisal value is to be paid by the Land Owner for properties acquired by the Agency. The range per GRC Associates is $26.00 to $30.00 /sq. ft. Staff recommends $28.50 /sq. ft. (This is the amount paid by Rusnak for the former Foulger Ford property in 2001, including improvements.) The expansion parcel is approximately 3.6 acres times $28.50 equals $4,470,000. Mr. Rusnak has agreed to this reuse value in the LADA. The reuse value ($4,470,000 or $28.50/sq. ft.) is less than the total appraised value of the five (5) properties ($8,019,000 or $51.00 /sq. ft. — real estate and improvements) on the proposed site. The reuse value as discussed in the GRC Associates appraisal (see Attachment 3, Exhibit B) is therefore lower than the highest and best use value of the 3.6t acre site, because the financial return on Mr. Rusnak's investment in the land and the improvements is not sufficient for him to pay more for the land than the reuse value. The covenants in the LADA, i.e., site must be used for a (Mercedes -Benz) new /used auto dealership for ten (10) years, performance guarantees (property and sales tax), design and construction requirements, market constraints affecting rates of return on Arcadia Redevelopment Agency December 7, 2004 Page 10 auto dealerships, restrictions on borrowing and assignment, etc., significantly limit his return, and his ability to pay more for the five (5) properties than the reuse value). Rusnak/Arcadia pays all project costs above the Agency's (maximum) $8 million and the reuse value for the five (5) properties ($4,470,000). The total cost could be, depending on the circumstances cited above, as much as $13,400,000. This could add $930,000 to Mr. Rusnak's costs, another reason why there is a sales /use tax sharing incentive in the LADA. INITIAL APPROPRIATION Estimated relocation benefits paid to displaces $1,500,000 Estimated Consultant Costs: Appraisals — Real Estate — Mason & Mason $ 25,000 FIFE — Desmond, Marcello & Amster 20,000 Relocation — Overland, Pacific & Cutler Services 173,000 Goodwill — Sanli, Pastore & Hill 20,000 Legal — Best Best & Krieger 150,000 Publication /Notices — Arcadia Weekly; misc. administration 5,000 Historical Consultant — TBD 15.000 $ 408,000 Total $1,908,000 RECOMMENDATION Open the Public Hearing and take any public testimony on the environmental documents and /or Disposition Report. 2. Agency: Adopt Agency Resolution No. ARA -212 — A Resolution of the Arcadia Redevelopment Agency (1) adopting a Mitigated Negative Declaration and a Mitigation Monitoring Program for a Land Assembly and Development Agreement with Paul P. Rusnak and Rusnak/Arcadia, and (ii) approving a Land Assembly and Development Agreement with Paul P. Rusnak and Rusnak/Arcadia. 3. Agency: Approve project budget of $13.4 million (with a maximum Agency contribution of $8 million), appropriate $1,908,000 for the above listed activities /consultants, and authorize the Executive Director to implement the LADA. 4. City Council: Adopt City Council Resolution No. 6452 — A Resolution of the City Council of the City of Arcadia making certain findings pursuant to California Health and Safety Code Section 33433 in connection with and Arcadia Redevelopment Agency December 7, 2004 Page 11'. approving the sale of property pursuant to a Land Assembly and Development Agreement among the Arcadia Redevelopment Agency, Paul P. Rusnak and Rusnak/Arcadia. Approved: at 1 William R. Kelly, Executive Director Attachments: 1. Site Map, showing ownerships 2. Land Assembly and Development Agreement dated December 7, 2004 3. Disposition Report (Health and Safety Code Section 33433 Report), including the Reuse Analysis prepared by GRC Associates dated July 21, 2004 4. CEQA Documents — (a) Information Statement dated December 7, 2004; b) Initial Study, including the Traffic Impact Analysis prepared by Kimley Horn and the review memo by Ed Cline, Traffic Engineer dated July 29, 2004; c) Mitigation Monitoring Plan 5. Agency Resolution ARA -211 — A Resolution of the Arcadia Redevelopment Agency (i) adopting a Mitigated Negative Declaration and a Mitigation Monitoring Program for a Land Assembly and Development Agreement with Paul P. Rusnak and Rusnak/Arcadia, and (ii) approving a Land Assembly- and Development Agreement with Paul P. Rusnak and Rusnak/Arcadia 6. City Council Resolution 6452, A Resolution of the City Council of the City of Arcadia making certain findings pursuant to the California Health and Safety Code of Section 33433 in Connection with and Approving the Sale of Property Pursuant to a Land Assembly and Development Agreement Among the Arcadia Redevelopment Agency, Paul P. Rusnak and Rusnak/Arcadia AITAUliMtNT 1 2004 LAND ASSEMBLY AND DEVELOPMENT AGREEMENT BY AND BETWEEN REDEVELOPMENT AGENCY OF THE CITY OF ARCADIA, PAUL P. RUSNAK, TRUSTEE OF THE PAUL P. RUSNAK FAMILY TRUST DATED NOVEMBER 14, 1988 AND RUSNAK/ARCADIA, A CALIFORNIA CORPORATION [Dated December 7, 2004, for reference purposes only] RVPUB \DGW\674424.7 Attachment 2 Page 1 of 1 Don Penman From: Prochnow, Eugene [genep @unocal.com] Sent: Wednesday, January 05, 2005 1:00 PM To: dpenman @ci.arcadia.ca.us Mr. Penman: It was great dismay that I viewed the city council meeting in December, 2004 and noted the discussion of allowing the interests of a private individual (Rusnack) to overshadow the interests of several long -time standing residential owners (the Elks Lodge, Rod's Restaurant, the church community, etc.). I feel that if Mr. Rusnack is allowed to expand his private business and displace those affected property owners, a great injustice will be done to individual members of the Arcadia community (voters who live and work in the community). I am totally against such a move and I have to wonder why appointed city council members would permit a development of such a project that is opposed by many of the locals and would cause harm and destruction of several businesses and /or organizations. If these affected property owners are forced to sell and move, my feelings are that the groups they represent will not survive. The Elks group runs a number of charities and their membership is stable. To move the lodge from this site will probably be the death of the organization and the charitable organization they fund will be hurt. The church participants may survive but at probably a both a personal and financial cost and a source of great inconvenience. The restaurant will disappear, and because of competition with others in the area, will not survive at a new location. I am totally against this misuse of power by the council and the redevelopment agency and can see little good (except some increase in sales tax revenue at the expense of hundreds local residents) from the council approving this forced sale and expansion project for a Mercedes dealer. As a voting resident, I will make sure that my vote is used to appoint people that are concerned about the community and the residents, not about the private interests of one individual who seeks expansion for his own good. Hopefully, the council will consider all facts of the project and the affect on its residents before voting on this project. I would hope that the proposal is defeated and that a long and costly court battle is avoided. Sincerely, Gene Prochnow 1839 Anita Crest Drive Arcadia, Ca. 1/5/2005 Bill Kelly From: Gary Kovacic [GKovacic @SWDLAW.NET] Sent: Wednesday, January 05, 2005 3:58 PM To: bkelly @ci.arcadia.ca.us Cc: rbkimba@ix.netcom.com Subject: FW: Redevelopment Plan Bill: Please make this e -mail part of the record for tonight's matter. Gary A. Kovacic Sullivan, Workman & Dee, LLP 800 South Figueroa Street, Suite 1200 Los Angeles, California 90017 -2521 Phone: 213- 624 -5544 Fax: 213 - 627 -7128 Cell: 626 - 437 -1284 E -mail: gkovacic @swdlaw.net - - - -- Original Message---- - From: Bart Kimball [mailto:rbkimba @ix.netcom.com] Sent: Wednesday, January 05, 2005 4:34 PM To: Gary Kovacic Subject: Redevelopment Plan Gary, Kathy and I have been reading about the proposed expansion of Rusnak. I have never been a fan of redevelopment unless the area is really blighted. While the expansion increases the tax base, how long will it be before the taxes pay off the money expended and benefit the city as a whole. In this case, we have a specific concern as frequent customers of Rod's. What plans are in place to make sure that it stays in business. You may not have noticed but Rod's serves a function in supplying wholesome, inexpensive food to many of the senior citizens who no longer cook for themselves. In the evenings, it seems to do a brisk trade in these senior citizens. As well, it is a social contact for them. They frequently know the waiters and waitresses by name. This is the kind of resource that is not easily replaced for people who cannot afford the higher priced chains, and I very much fear that the result will be it's complete loss. I ask that the plan include specific measures to keep it alive. By the way, what about the location accross Santa Clara where the old Baker's Square used to be? It has had two or three restaurants which have failed since then. Although it is not as large as the area that Rusnak wants, it certainly could replace a portion, since it doesn't seem capable of sustaining a business. Bart & Kathy Kimball uo -VrV'r Wayne Brennan and Brenna Jue 330 Genoa Street, Unit F Monrovia, California 91016 December 11, 2004 Mayor Kovacic and City Council Members 240 West Huntington Drive Arcadia, California 91006 Dear Mayor Kovacic and City Council Members: RECEIVED CITY OF ARCADIA DEC 1.4:2004 CITY COUNCIL We attended the City Council meeting on Tuesday, December 7, 2004 to support our fellow Elks members in protest of the acquisition of the Arcadia Elks Lodge property located at 27 West Huntington Drive. We were very moved by the arguments presented against the city's proposed plan to acquire the surrounding properties for Mr. Rusnak and his personal enterprise. We would like to present you with another perspective in hopes to sway you and the council to the public's view. We would like to make an analogy of this situation with our personal experience as former residents of Arcadia. Unfortunately, we are no longer residents and have moved next door to Monrovia. We rented a nice condo in Arcadia for 11 years and had wonderful neighbors, who rented there since the complex was built. A new owner took over the complex and raised our rent by over 40 %. We asked him to consider a gradual increase in the rent. He refused, and took away our parking spaces (in violation of the City OfArcadia's parking code). He then evicted all of the tenants because we exercised our rights to park our vehicles in our parking spaces. We all looked into buying or renting in Arcadia but could not find anything affordable, so all the tenants moved out of Arcadia. We hope you can see the parallel between our scenarios. Our point is this: if the City Of Arcadia approves the Rusnak deal in hopes of attracting people to the area, it will instead drive the current residents away. We hope that it takes more that just dollar signs to influence the City Council. Please seriously consider the opinions of your residents, as it is they who make your city a great place to live. Thank you for yo 'deration. �.. : re nnan o✓t-e�ju� Brenna Jue 1 2 3 4 5 6 7 8 9 10 11 12 13 14 David K. W. Chang (SBN 107420) Law Offices of David K. W. Chang 660 N. Diamond Bar Boulevard, Suite 210 Diamond Bar, CA 91765 (909) 612 -5888 Attorney for Church in Arcadia, Property Owner CITY OF ARCADIA In re MORLAN PLACE PROJECT 15 16 [A. 17 91 19 20 21 22 23 24 25 26 27 28 Introduction CHURCH OF ARCADIA'S OBJECTIONS TO THE ADOPTION OF MITIGATED NEGATIVE DECLARATION AND MORLAN PLACE PROJECT DISPOSITION REPORT Date: December 7, 2004 Time: 7:00 p.m. Place: Arcadia City Hall, City Council Chamber The Arcadia Redevelopment Agency (the "Agency ") prepared a Morlan Place Project Disposition Report (the "Report"). The Report stated that the Agency has contemplated a 2004 Land Assembly and Development Agreement (the "Agreement") between the Agency and Rusnak I Arcadia Mercedes Benz Dealership ( "Dealership "). The Agency proposed to purchase, through "redevelopment," between two (2) and five (5) privately owned property adjacent to the present Dealership, and then sell the property to the Dealership (the "Project "). Pursuant to the Project, the City of Arcadia (the "City ") intends to adopt a Mitigated Negative Declaration and Mitigation Monitoring Plan. It appears that the City also intends to adopt the Report. Upon the adoption of the Mitigated Negative Declaration, the Agency intends to enter into the Agreement with the Dealership as apart of the Project. The Church in Arcadia (the "Church "), a church of fundamental Christian faith, owns one Church in Arcadia Opposition f Page 1 of 8 1 2 3 4 5 6 II M 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 of the five parcels of real property listed in the Report. If the Project is fully implemented as presently planned, the City will condemn the Church's property and transfer it to the Dealership. The Church strongly opposes to the adoption of the Mitigated Negative Declaration, Mitigation Monitoring Plan, as well as the Report. B. The Church's Use of the Property and Objection to the Proposed Taking. This church was formed in 1990 and purchased the subject property in 1996. The purchase funds came from members of the Church and its sister churches. The church has been at the present location for eight years and its membership has grown from approximately 30 in 1990 to over 300 at the present. It serves the citizens of Arcadia and surrounding communities. The Church has been privileged to be able to have its presence in the City for the advancement of its faith and belief The Church has a strong mission and commitment to have an assembly facility in the City of Arcadia. Pursuant to the Church's belief, which is based on the teachings of the Bible, that churches should be established in various localities and cities, and church members' meetings are an integral part of the exercise of their Christian faith. The Church has many affiliated sister churches throughout the world, including many in the San Gabriel Valley. And all the churches constitute the Body of Christ. As the Church has a bigger meeting facility to conduct spiritual conferences, services and worship, the Church often hosts joint meetings with affiliated churches from southern California. Thus, the Church serves the benefit for citizens of Arcadia as well as those of many neighboring cities. The Church Property is therefore essential and indispensable for the exercise of the Church's faith. If the Church property is taken away, it will cause extremely devastating impact on not only on the Church, but also its sister churches and their combined members. They will be permanently displaced. The Agency had previously contacted the Church and admitted that it could not locate any comparable property in the City to meet the Church's needs. Therefore, the Church most strongly objects to the Mitigated Negative Declaration, the Report, and the Project. The Church opposes to the Project not only for its religious commitment, Church in Arcadia Opposition Page 2 of 8 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 but also on legal grounds firmly established in the United States Constitution and various laws of the country and California, as stated below. An Environmental Impact Report Should be Prepared. IN There is a presumption in favor of the preparation of an EIR as designed by the California Environmental Quality Act. The responsible agency is required to prepare an EIR whenever substantial evidence in the records supports a fair argument that a project may have a significant effect on the environment. Laurel Heights Improvement Ass'n v. Regents of Univ. of Cal. (1993) 6 Cal 4th 1112, 1123. The Dealership filled out an Environmental Information Form dated January 7, 2004. By way of an Environmental Checklist Form dated November 10, 2004, the Agency finds that the Project will not have a significant effect on the environment and that a Negative Declaration will be prepared. This finding is flawed for the following reasons: 1. Dealership's Environmental Information Form Contains Inaccurate Information: a. Item 24, Solid Waste and Litter. The Project sponsor claims that there will be no significant amount of solid waste or litter. The City should not take that claim at its face value. This Project is to be a significant expansion of the Dealership. As indicated in GRC Associates, Inc.'s letter dated July 21, 2004, the new construction will add 101 service bays. There will be 10,000 sq.ft. new service space, 5,300 sq. ft. new showroom and office, 2,800 sq. ft. new car wash facilities, 149,000 sq.ft. of new parking garage, plus another 90,000 sq.ft. of new and existing facilities. It is hard pressed to claim that there will be no significant amount of solid waste or litter. b. Item 32, Series of Projects. One element of the environmental review is to inquire foreseeable future expansion of the proposed project. Laurel Heights Improvement Assn v. Regents of Univ. of Cal. (1988) 47 Cal 3d 376. The Dealership has been at its premises for less than three years and it is expanding at the demand of the car manufacture. It is most foreseeable that another expansion will be necessary in the near future, as manifested by the present retail business trend. In assessing Church in Arcadia Opposition Page 3 of 8 1 2 3 4 51 2 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 environmental impact effect, future expansion must be considered. 2. The Environmental Checklist Form Fails to Address Significant Impact: a. Population & Housina The Agency claims that there will be no potential effect to population and housing. (See, p. 2 of the Environmental Checklist Form.) The Agency apparently ignored the significant impact of displacing 300 Church members and hundreds of other Southern California sister church members whose meeting, traveling, working and shopping patterns will be disturbed. This issue is most significant in that the City is required by the Community Redevelopment Law to locate replacement facilities . for affected persons. (CRL §33367) The impact of dislocation and relocation must be adequately addressed. b. Hazards & Hazardous Materials In this age when "liquid paper" contains hazardous materials, it is incredulous that a gigantic car dealership conducting auto mechanic and body repair works will not handle significant amount of various hazardous materials. This finding defies common sense. C. Land Use & Planning, Public Services The Church provides significant public services to the community. If it is to be dislocated and relocated, the land use and public services issues must be addressed. D. The Project Violates the Law. 1. The Proposed Taking of the Church Property is Not for Public Use, as Required by the U.S. Constitution. In the history of Southern California, the courts have not been hesitant to thwart municipalities' attempts to take property from one private party for the benefit of another. Two of the most recent glaring examples are City of Cypress's attempt to take Cottonwood Christian Center's property for Costco and Lancaster Redevelopment Agency's attempt to eliminate a 99 Cents Only Store to give way for, again, Costco. In both cases, the courts stated that the Fifth Amendment to the Constitution proscribed the taking of private property for public use without just compensation. The "public use" requirement Church in Arcadia Opposition Page 4 of 8 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 is an explicit limit on the power of government to take private property, as a take must serve a legitimate public purpose. A taking for purely private use is unconstitutional no matter the amount of "just compensation" that may be given. Thompson v. Consol. Gas Corp. 300 U.S. 55, 80; Armendariz v. Penman, 75 F. 3d 1311, 1320 (9th Cit. 1996). In the present case, the Agency admittedly intends to take the property away from the Church and give it to Dealership for the latter's expansion. The court will not condone any "condemnation efforts rested on nothing more than the desire to achieve the naked transfer of property from one private party to another." 99 Cents Only Stores v..Lancaster Redevelopment Agency, 237 F. supp. 2d 1123, 2001 WL 811056 (C.D. Cal. June 26, 2001). 2. The Proiect Violates RLUIPA. In September 2000, Congress passed the Religious Land Use and Institutionalized Persons Act (42 U.S.C. § §2000cc- 2000cc -1) to limit government's land use regulation power that places undue substantial burden on the exercise of religion. By permanently displacing the Church's meeting place, as well as the meeting place of members from affiliated churches, more than substantial undue burden is placed on the Church. The substantial burden is proven by the fact that the Agency has admitted that it, after searches throughout the City, is unable to fmd a comparable property for an exchange with the Church Property. While the Church Property is not a residence, the Church is of the position that CRL §33367 requires the Agency to provide a "feasible method or plan" for relocating the Church. 3. The Proposed Plan Does Not Meet the Requirements of the Community Redevelopment Law. There is no doubt that the Agency receives its power from the Community Redevelopment Law ( "CRL "). The CRL provides that a city may take property upon certain specific findings. One of the required finding is the existence of blight. The Report fails to identify any legally recognized blight. Church in Arcadia Opposition Page 5 of 8 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 In the Report, the Agency identifies the blight of the five subject parcels in general as "economically blighted, as they are severely under- utilized." With respect to the individual property, the "blight" is described as follows: As to the Church Property: The church property (a converted bowling alley) is used for occasional larger meetings every 2 -3 months, but except for a small Sunday congregation, it sits vacant the majority of the time. Health and Safety Code §33030 requires that a determination of blight is a prerequisite to invoking redevelopment. That elementary rule has been unmistakably confirmed by the California Supreme Court in Sweetwater Valley Civic Assn. v. City of National City (1976) 18 Cal. 3d 270, 277. Numerous cases have strictly followed that requirement. Gonzales v. City of Santa Ana (1993) 12 Cal. App. 4th 1335, 1342, Beach- Courchesne v. City of Diamond Bar (2000) 80 Cal. App. 4th 388, 395. The Plan utterly fails to identify any blight that is legally recognized. a. There Are No Findings of Blight. Section 33031 subdivisions (a)(1) through (4) define four bases for physical blight. The Report's description of the alleged blight, as quoted verbatim above, fails to identify any such legally recognized physical blight associating with the Church Property. In the case of Beach - Courchesne v. City of Diamond Bar, supra, the court scrutinized City of Diamond Bar's purported findings of physical blight and found that none were supported by substantial evidence. Without the requisite of legally recognizable physical blight, the Court refused to uphold the city's redevelopment plan. b. Underutilization Is Not a Ground for Finding Blight. Instead, the Report claims that the Church Property constitutes a blight because it is vacant the majority of the time and thus under - utilized. What the City of Arcadia intends to do here is expressly prohibited in Sweetwater Valley Civic Assn. v. City of National City. There, the City of National City declared 130 acres of land a blighted area, and approved a redevelopment Church in Arcadia Opposition Page 6 of 8 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17' 18 19 20 21 22 23 24 25 26 27 11 plan for a 70- building shopping center to be constructed on the site. 103 acres of the 130 acres land were used as a golf course. The balance of the property remained unproductive. 18 Cal. 3d. 1270, 273. The Court held that "it is not sufficient to merely show that the area is not being put to its optimum use, or that the land is more valuable for other uses." A determination of blight is not to be made "on the basis of potential alternative use of the proposed area — but on the basis of the area's existing use." Id. at 278. The Court therefore invalidated National City's redevelopment .M C. The Report Fails to Demonstrate Any Blight in All Five Parcels. While the Church is most concerned with its Property being taken through the "redevelopment" process, a careful reading of the Report shows that the Agency has not sufficiently identified any physical blight on any of the five parcels of property under the scrutiny utilized by the Courts in Sweetwater Valley Civic Assn. v. City of National City, supra, and Beach - Courchesne v. City of Diamond Bar, supra. The purported blights stated in the Report were all held inadequate in light of the proper context of the CRL. 4. Revenue Generation is Not a Valid Ground for Taking Church Property. Understandably, the City desires the property within the City limits would generate the most revenue to benefit the City. (See, Report, 6. Project Benefits.) Having a high -end car dealership will likely bring in tax revenue that the City would not otherwise receive from the subject property. The courts, however, have held that revenue generation is not the type of activity that is needed to "protect public health or safety." First Covenant Church of Seattle V. City of Seattle, 840 P. 2d 174 at 185. This position is adopted with approval by the court in Cottonwood Christian Center v. Cypress Redevelopment Agency, United States District Court for the Central District of California, Case No. SA CV 02 -60 DOC(ANx). When the City of Diamond Bar adopted its redevelopment plan in 1997, it had a similar intention. What the California court said about the City of Diamond Bar is strikingly apposite 28 11 here: Church in Arcadia Opposition Page 7 of 8 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 The CRL is not simply a vehicle for cash - strapped municipalities to financial community improvements. If the showing made in the case were sufficient to rise to the level of blight, it is the rare location in California that is not afflicted with that condition. Beach- Courchesne v. City of Diamond Bar (2000) 80 Cal. App. 4th 388, 407. 5. CRL Requires the Agency to Promote Psychological Growth and Well -being of All Citizens. Section 33071 of the CRL provides: "The Legislature further finds and declares that a fundamental purpose of redevelopment is .. . to provide an environment for the social, economic, and psychological growth and well -being of all citizens." (Emphasis added.) The Agency must be mindful that one of its missions, as promulgated and dictated by the State, is to provide benefits that are intangible, non - materialistic, yet genuine and positive to the society. The presence of the Church will undoubtedly contribute to the psychological growth and well -being of the citizens. As mandated by the CRL, the Agency and the City should encourage, not eliminate, the presence of educational, charitable and religious organizations, including the Church in the City. C. Conclusion. The Church respectfully requests that an Environmental Impact Report be prepared before the Project is to proceed. The Mitigated Negative Declaration and the Report are fatally defective and the City should not adopt them. Even more, as a wise philosopher has said, "Construction makes big cities, culture makes great cities." The Agency should not adopt a limited or myopic view of financial interest only in implementing the redevelopment process. Dated: December 7, 2004 Church in Arcadia Opposition DAVID K. W. CHANG, Att me for The Church in Arcadia Page 8 of 8 IF-68 HILL, FARRER & BURRILL LLP ATTORNEYS • ESTABLISHED 1923 December 7, 2004 Via Hand Delivery Members of the Arcadia City Council and Arcadia Redevelopment Agency Arcadia City Hall 240 W. Huntington Drive Arcadia, CA 91007 Re: Morlan Place Project Dear Members of the City Council and Redevelopment Agency: One California Plaza 37th Floor 300 South Grand Avenue Los Angeles, California 90071.3147 PHONE: (213) 620.0460 FAX: (213) 624 -4840 DIRECT: (213) 621.0809 EMAIL: ddemis @hillfarrer.com WEBsnE: w .hillfarrer.corn The undersigned represents 35 Huntington West Partners the owner of Arcadia Self Storage, a property owner in the Morlan Place Project. The Arcadia Self Storage parcel is slated for acquisition. Our client is an unwilling seller and objects to the Morlan Place Project on the following grounds: 1. The acquisition of one private property owner, Arcadia Self Storage, for the sole and exclusive benefit of another private property owner, the Rusnak Family and its Mercedes Auto Dealership, is not a public use. The reason for this acquisition is to meet the private expansion needs of Rusnak. The Agency is condemning commercially viable, unblighted property to satisfy one commercial enterprise at the expense of others. This will be an unconstitutional taking for purely private purposes. 99 Cents Only Stores v. Lancaster Redevelopment Agency (2001) 237 F. Supp. 2d 1123. Acquisition in the name of redevelopment "can never be used just because the public agency considers that it can make a better use or . planning of an area than its present use or plan. Sweetwater Malley CivicAss'n v. City of National City (1976) 18 Cal.3d 270. 2. 35 W. Huntington Partners objects to the implementation of the redevelopment plan with respect to its property. The property is not blighted, physically or economically, as defined in Health and Safety Code § §33030, 33030. The property is economically viable, indeed successful, and in good physical condition. Items such as a present land use that is legal non - conforming or lack of parking are not grounds to establish blight. "Factors limiting a building or lot that is currently enjoying an economically viable use or capacity from achieving potentially greater return are outside the scope of Health and Safety Code §33031." Friends ofMammotb v. Town ofMammotb Lakes Redevelopment Agency (2000) 82 Cal.App.4 511, 554 -555. Members of the Arcadia City Council and Arcadia Redevelopment Agency December 7, 2004 Page 2 3. The City is scheduled to approve a Five Year Implementation Plan (2005- 2010) for the Central Redevelopment Project Area under Health and Safety Code 533490. With respect to the Morlan Place Project, the proposed Plan lacks substantial evidence to support the Plan's conclusions of how the goals; objectives, programs and expenditures will eliminate blight within that project area, and specifically fails in that regard with respect to Arcadia Self Storage. The Morlan Place Project area is not blighted, the Arcadia Self Storage property is not blighted, and the City has presented no evidence of blight using the legitimate criteria of Health and Safety Code §33031. The property is being taken to meet the needs of the private auto dealership. It also does not appear that notice identifying the Five Year Implementation Plan as being considered along with the Morlan Place Project was mailed to affected property owners. Very truly yoursy U 6&,4-- DEAN E. DENNIS OF HILL, FARRER & BURRILL LLP DED:lar cc: Dan Braun HFB 566450.1 D3274001 -Co Me Ci� Ct� c < JC name i Ze(Oecca, Cfnen. Z mee to �. W L. hLare I ghat 4 �n o� nv e cn roc n f i S+0 a �s A 7 U ?� (vfo�cF� an el �0 nv4 .�.tinmk - {.1n�s t s c�, r, tid� �'ur +vim She krz Q ko QO geirf o¢ yu (.Ai }Pc( Sys dv su o z kr� a h , �2�C�Or� � L obJ,PGE- �V1iS a�•, s - j �� �'n¢ - �rnf 1 � � RECEIVED DEC 6 2004 g{�yOFAI DIA OITY CLERK os- Tr C1'tt;J ('i h1N V)awA 1S 4%kiw9 '1a; v,e ClW- -,,, HCuJd' shit tY\P C� ; t N flrca,A,rn, L Gv" v3lrMk�ng t\n S riawh��ng t� - t�,�e AvJa� CuccY� Pc�'� "\ `ei�ec t� @ xptr >S �M.u\ ohj�'c't otin -to -tines acq.i�S�'r;ov` . �yc;Si c� o n vJ\nctit I � eatv�e d co�vi the cov�S r�r a[t a:n P E ect� \e l iv'; v� c� kv) kc�AUUV� of ^. �v��rec1 S <c�-tC� �nav� -r\ne c',g\n Fcc� Gssew,bi�,. The C�averv�rnE,nar SS �aK,u\a av�av\ ovs r,gv�t u� t\�ey ecgu�Jed� one c \%AiC,n PcoFerNN uv1 mee# w%Hn the QNqvvS uv1 ccaC} \u bc- leve es Ch�n'lCh �v\ AccAC+:o. Nut rnece \v1 hev\e�� -F �t1rt� covnvn.u.v:ite,� , l�ui aA�o pcoteCt ����' pE�op \H 5 uoe \'�e vJw\o Once uw A <rad w . RECENED a-� A\te C1tueC\n\u\ Atcod ch, DEC ....6 2004 G� � 'A ay- RECEIVED DEC 6 2004 PEI ,�, - wc rwrs y f yam .►% - -- !�oV LNIdVo 4wjAv-_,AA- != 7*K 4WAW RECEIVED DEC 6 2004 �1 / g((yOFARCADIA OrceAvk.- 2, 200LI CTfY CLERIC 7o : krc adlk. Rc d evc%ppm e4 / y nc y Cif /it I/O, m7 n q Is J44 - -d" L, G k Z 4 1 " / a. /J Cue-'-e I 4 ow n" he l-- 14 - Az Chu�c4 !4 I"CQdl,� /0Cgied 0h Zt 1 PAce. l5 e4,- Ci d ,� ki- cadlc, . Z 44ve, fareh g -' it 1 - f koc. 4 yeti Z Pik ✓e v,,t aAt ap�orf4k/ I - tD 6-e, 1 l 4 - e -e= w ne a ti w44-A, Gad ATe �y -t.c cby�c,l, 1i also a /4c e_ W tie�e. - 1 kkkal 4ti a ppvr4Gti - to N1e4 -( Ct 4 -es'feSki 4 !"rk k. qk4 /,'I e kk I wtlS 01 prowl, Ih add! li "f a 1 k; t- (IlIVrG rd eedd y sp« ���� - e ckk�� �� � pl��. wA - t o 0 7TCtl n h �J <<jC C, �r ! wear!} -rdk l a �{e h d ro Gt k1eC� Q'F Wd ✓t , Epp rte ^ S4� d'a � I took erf�e / ho(rk5 Zc CA -c / r', k p!a c-c- v> h° / �1 ,4 t b ec cik � Z Lave, ,l1 G+�{ oppoe -fu4iy 1 7 (,4 Seevic e.� th f� C�up 4 IQA q rO/ 4 �./ jo k l . G C Cie .rs meefiaSS 147 A-r C q / "466Q�/L Cl beffa peso h overt l / m 5e�e 43 Pxhihi 1u� r�, ►varlc �.- �a ��"+yh4 q f J 04 Wu► - 1�i 4� r�fl a ,�1.�., �fof7�G 15 saciPP S4 4.3 pa'�oyfS� C�r�d�rk (o - WoYK2rJ' .rkre „viSJYS, rt b a sse,5 . dj4 I f<noki i./Agf ::L u o u lcl o O i-P Z dt ( have, q J4C.e. 'to ►'1 ley sYc Gko( {�t-G ri4 Soo o4 ' - tau .(�e�dc ��'`es,SPS a� WrA - lu+f rti` Sri warl d . 13u� Ai +1u� f of l�c# hejy - hrve SC-e vw 7 uck101 -furry o4 1 f �� hC, 'f�ais per aid 14' sacr” wlt�i af lwr pfo� /e, A -J yene� / t /. O !� (OOXIuS /Uh rl J alge, Va 14 w� ! - 14 ke CansidPr [Tye' v{ 4 /1 f kJ- s4id ak nal- let dd w 7 .S�t4�ah L� 1Ll bN L19tl4 16: 34 Vu Lcr shin � RECEIVED DEC 7 2004 December 6, 2004 Dear City of .Arcadia Council 44embers: CITY OF ARCADIA CRY CLERK roue eau �_ In the environmental impact report item #17 Mandatory findings of significance queries "Does the project have environmental effects which will cause substantial adverse effects on human beings, either directly or indirectly ?" The report checks off the box that says "Less than Significant impact." This is very troublesome. In fact, tUs e8�irm=antal impact report fails to address the public service impact. by the Arcadia Redevelopment Agency acquiring and re- selling the church property, which is a public service facility a it will create significant impacts to the community members attending the church, as well as future members. N only does the environmental impact document fail to address these impacts, but fails to prvyose mitigation measures to minimize the impact of not having a church to attend by the community members. one of the mitigation measures should be to identify the new .location for the church to be relocated, and this should be done in agreement with the church and the community members_ while the church leaders said that relocation was discussed with Peter Rinnahan there has never been any follow up. Furthermore, the environmental document must evaluate the impacts of constructing the new church at the new location j.n regards to traffic, air, noise, etc. And once the new site is selected and the environmental impacts are cleared, the Agency should be responsible to provide adequate compensation to relocate and rebuild the church. In Summary, in the environmental impact report, the Arcadia Redevelopment Agency has 1. failed to address the environmental impact of the loss of public service to the community; 2. failed to propose mitigation measures to minimize the impact of not having a a church to attend by the comar�unity members such as: • where is the location Of the new site? • How will the church be relocated? • Who will pay for relocation? • Are the community members satisfied? Because of this the City Council members cannot certify the environmental document associated with the proposed redevelopment (the Morlan Place Project). Sincerely, !V % ��7 Michael G ert3a Member, Church in Arcadia, 2 1 Morlan Place, Arcadia, CA RECEIVED WENN & SOPHIA CHYN 4612 DALERIDGE ROAD LA CANADA FLINTRIDGE, CA 91011 -3721 DECEMBER 6, 2004 City of Arcadia 240 W Huntington Drive Arcadia, CA 91007 Attention: Vita Tolman, Chief Deputy City Clerk DEC 7 2004 CITY CF gpCgD1A CITY CLERK Morlan Place Project: Challenge to the Initial Studies and Draft Mitigated Negative Declaration This is to challenge the Initial Study and the mitigated Negative Declaration of the above proposed project. The draft documents, as presented now, fail to address the public service impact that is required by CEQA. By acquiring the church property located at 21 Morlan Place, which is a public service facility, it will create significant impacts on the community members attending the church. The environmental document must address these impacts and propose the mitigation measures to minimize the impact of not having a church to attend by the community members. One of the mitigation measures is to identify the new location for the church to be relocated to. This should be done in agreement with the church and the community members. In addition, the environmental document must evaluate the impacts of locating the new church at the new site (traffic, air, noise, etc.). Once the new site is selected, and the environmental impacts are cleared, the project proponent would have to pay adequate compensation to implement the mitigation measures, relocate and rebuild the church facilities. Without all the impacts addressed and mitigation measures identified (i.e. where is the new site? how to relocate? who will pay for it? community members satisfied ?), the City cannot certify the environmental document, or it can be challenged in court. Thank you for your consideration. We look forward to hearing from you. Sincerely, �uhn Wenn Chyn RECEIVED 3137 Eve' ')In AL DEC 7 2004 CITY OF ARCADIA I 70 CITY CLERK '(0 A y c& -a Co w ri c" i t ' 0 t t "6' z X � 5 o l7, %ly /1 J * / Z c /mod h CT a f�YCtic�^A �' i z V Pu 0 . 4 ?� Lal � y Tq ��CG(C� A 12 Z Z1 RECEIVED Cf I DEC 7 2004 CITY OF ARCADIA CtW CLERK 4t A 7 yi 9 Q rc a - $ A -rig bz Arcmd. Diane Liou 1422 Louise Ave., Arcadia, CA 91006 City Council of City of Arcadia c/o: Ms. Vida Tolman 240 W. Huntington Dr., Arcadia, CA 91007 Re: The Church in Arcadia 21 Morlan Place Arcadia, CA 91007 Dear Ms. Tolman: >HMo AM vtavoev Ao Iwo 4001 k 330 Q3AIaD3H I z /S/o cf I am the citizen of the City of Arcadia and a member of The Church in Arcadia. I understand that the city wants to be prosperous; however, the quality of people is the key factor and the first impression to represent the city. We have to evaluate the value of our city and balance it. Especially, City of Arcadia has many new immigrants, and with many new Asian immigrant young people without parents being with them. They need the church to support many parts in life growing other than material side. The Church in Arcadia has located in current address since 1996, and members has increased from 30 to more than 300, especially the growing of the young people and most of them are those new immigrants. Since they got nourishing and enjoy the church's life, they bring their classmates or school mates to join the church. Think of this, if children grow in the church, how bad can they be? We all know the answer is "They will not go bad at all." Because Lord's Spirit will direct them in their daily life, they might be naughty but won't go wrong way to be the trouble makers for the society. And we are the children of GOD, we have God's life and natural but without Godhead. How glory of this. The Church in Arcadia is not only good for the young people, but also strong support to the families, and seniors. We have to see the invisible contribution of the church in Arcadia to the community of Arcadia. All the parents in this church, they all have different testimony for how their children have been changed since they join this church. It's so shameful to tell a dishonor story of my family, but is so glory to testimony the resurrection power of Jesus Christ's life through the manifested of His church. My Mom immigrated from Taiwan to the US and lived with me since 2001. She was a smoker and alcoholic. Every day she drank about one bottle of liquor and couldn't stop until she was very drunk. She felt bad and miserable about herself; and she complained everything, everyone around her. She made her children crazy and felt hopeless and wanted to run away from her. She had sworn thousands of time to her children that she was going to quit whenever she felt that she was looked down by her kids due to her drunk. But with her weak will, she could not overcome it for more than 20 years. Many nights I slept with tears, I cried out to the Lord and even bargain with Him that could I Page 2 buy one way ticket and send her back to her hometown? If not, Lord please changes both of us. Whenever I mentioned to send my Mom back to Taiwan, my phone rang many times a day from my brothers and sister to comfort her and talk with her how bad environment in Taiwan, etc... and the purpose was telling her that "DON'T COME BACK." Afterjoining church in Monterey Park, she quit her smoke in May, 2002. But alcohol still bound her tightly and that bothered us the most. Whenever she drank, we quarreled with each other. In the beginning of 2004, we moved to the Church in Arcadia, she felt comfortable to the church much more than before. She is willing to fellowship with senior saints; and join not only Sunday Services but also Tuesday night's prayer meetings. Thursday morning senior group bible study in the church facility, Friday night's family meetings. The truth of Bible has been opened to her through the teaching and fellowship of the saints in the church of Arcadia, she was enlightened by the Lord and she started to prayed by herself to asked Lord helping her to quit the alcohol. Praise Lord's mercy and the church in Arcadia, she finally quit her alcohol in June 2004. Before, I cried out to the Lord and asked Him why He gave me such kind of mother. Now, I pray with thanksgiving tears to the Lord for give me such a wonderful mother. What a miracle changes of life. What a truth supplies through the church in Arcadia. Now, my Mom preaches the gospels to her friends and young people, and testified how real this God is. The Church in Arcadia is really a treasure of the city of Arcadia because God is with the Church and it is the blessing of the Arcadia. It is a very important that we not to take away God's presence from our city, Arcadia. Sincerely yours,. Diane Liou Member of The Church in Arcadia December 5, 2004 Arcadia City Council RECEIVED 240 W Huntington Drive Arcadia, CA 91007 DEC 6 2004 RE: Morlan Place Proiect 6i7YaFARC Ofllf CLERK K To the City Council Members of the City of Arcadia: I am a member of the Church in Arcadia at 21 Morland Place in the City of Arcadia. I have just been made aware this week of the, city's proposed Land Development Agreement with the Rusnak corporation and the Arcadia Redevelopment Agency. I understand that the agreement involves the acquisition and resale of the Church in Arcadia property. Upon reading the notice of Joint Public Hearing before the City Council I went to the Arcadia Public Library to investigate further. Furthermore, I questioned Church leaders in the Church in Arcadia to better understand the history of the Church in Arcadia and any dealings or communications between the church and city officials. Because time was short, thorough investigation was prohibitive. However, I have concerns, comments and arguments regarding the procedures, use of law, and overall determination of the Arcadia Redevelopment Agency ( "Agency ") to proceed with this Land Development Agreement (LDA). As regards the invocation of the California Redevelopment Law by the Agency, there is a failure to adequately address the "Fundamental Purpose of Redevelopment" Section 33071. The purpose is as follows: 33071. Fundamental Purpose of Redevelopment. The Legislature further finds and declares that a fundamental purpose of redevelopment is to expand the supply of low and moderate- income housing, to expand employment opportunities for jobless, underemployed, and low - income persons, and to provide an environment for the social, economic, and psychological growth and well -being of all citizens. In the instance of this particular LDA this is no expansion of "the supply of low and moderate income housing." While expanding "employment opportunities for jobless, underemployed, and low income persons' is addressed, it may be argued that increase of 75 jobs as stated in the LDA could be counted as a fulfillment of one of the goals. However providing "an environment for the social, economic, and psychological growth and well being of all citizens" is actually not addressed, but is contradicted by this LDA proposal. On the other hand the Church in Arcadia actually addresses this aspect of the fundamental purposes of redevelopment on several levels. I have been a teacher in public education for over 17 years and have attended various churches for over 23 years. In all my years and experience I have never been to a church more committed to the education of its members, and in particular, the education and character development of the youth. The success of the Church in Arcadia's character development and youth education programs is evident from the first day you may attend. The Church develops citizenry that are socially sound, economically enterprising, and psychologically adjusted to the betterment of the community at large and in particular to the well -being of the community of Arcadia. Furthermore, I have seen first hand the result of lack of commitment to youth. Public school students that don't have the parental support, and/or are not involved in positive social groups tend to turn to non - productive and even destructive endeavors that may eventually lead to crime and institutionalization. These are the kinds of problems that the fundamental purpose of redevelopment seeks to address. These are the problems that the work of the Church in Arcadia prevents by its commitment to continual education and character development. Moreover since section 3300, et sue. were cited, I am compelled to address other areas of the Agency's use of the California Redevelopment Law. Section 3303, "Declaration Regarding Inability of the Individual Landowner to Remedy Blight" sates: It is further found and declared that: (a) Such conditions of blight tend to further obsolescence, deterioration, and disuse because of the lack of incentive to the individual landowner and his inability to improve, modernize, or rehabilitate his property while the condition of the neighboring properties remains unchanged. The issue of "improving, modernizing or rehabilitating" the property owned by the Church in Arcadia has never come up between the Agency and the Church in Arcadia. Discussing this with Church Leaders I discovered that the Church completed its mortgage and owns the property outright and is in the process of redevelopment plans. The Agency has therefore neglected to investigate and address this issue with the Church and its leaders. But by invoking this very law they are bound to abide by this law. The Church is demonstrating the "incentive" mentioned in the law. The Agency is seeking to bypass an important step to fulfill its redevelopment guidelines. The next issue in the Health and Safety Code I am compelled to address involves the impact statements that identify an economically "blighted" area. I will state the sections and comment after each. 33035. Declaration Regarding Impact of Blighted Areas on the Community. It is further found and declared that: (a) The existence of blighted areas characterized by any or all of such conditions constitutes a serious and growing menace which is condemned as injurious and inimical to the public health, safety, and welfare of the people of the communities in which they exist and of the people of the State. The Church in Arcadia does not "constitute and serious and growing menace which is condemned as injurious and inimical to the public heath, safety and welfare of the people of the communities in which they exist and of the people of the State." On the contrary, the church contributes to public health and safety by its development of well- rounded citizens that contribute to the community. The church emphasizes the personal responsibility of its members, including adherence to Bible teaching and public law. (b) Such blighted areas present difficulties and handicaps which are beyond remedy and control solely by regulatory processes in the exercise of police power. To address the Church in Arcadia as a difficulty to regulatory and police power is absurd. (c) They contribute substantially and increasingly to the problems of, and necessitate excessive and disproportionate expenditures for, crime prevention, correction, 2 prosecution, and punishment, the treatment of juvenile delinquency, the preservation of the public health and safety, and the maintaining of adequate police, fire, and accident protection and other public services and facilities. Again, this obviously is not a symptom of the Church in Arcadia, and therefore the property does not fit into this mold of "economic blight." (d) This menace is becoming increasingly direct and substantial in its significance and effect. There is no menace and therefore no effects. (e) The benefits which will result from the remedying of such conditions and the redevelopment of blighted areas will accrue to all the inhabitants and property owners of the communities in which they exist. If the agency continues in its proposed direction to include the Church in Arcadia with its redevelopment LDA, the contrary will be true. The community of Arcadia will suffer the loss of the benefits of true character development of its members and the additional benefit of bring others into the community with the same goals and standards. Time restraints prevent me from further addressing in detail the lack by the Agency to actually address the issues of economic blight as stated in the California Community Development Law, section 33031 (b). But none of the 5 descriptors that define economic blight exist at the Church in Arcadia property. It is evident that the Agency and its consultants have not been thorough in its investigation and subsequent plans regarding the parcel of property owned by the Church in Arcadia. Now this is a crucial issue as regards to the law of the State of California. The Agency has used the issue of economic blight to justify its reason for proceeding with its LDA with the Rusnak Corporation. But since the Church in Arcadia parcel does not fit the descriptions of the lawful definition of "economic blight," the property cannot be included in the LDA. The LDA asserts in Article I Section 1.1 (Purpose of Agreement) that properties in question "display a number of symptoms of blight" and that this project assist the community in "eliminating the conditions of blight." Furthermore it states the project "prevents the spread of the conditions of blight." Finally, it states that the LDA is in the "best interests of the City of Arcadia and the health, safety and welfare of its residents" and is "in accord with applicable state and local law." I can unequivocally state that the Agency has not adequately demonstrated the parcel of property that is owned by the Church in Arcadia at 21 Morlan Place fits the definitions of "economic blight' outlined in the California Redevelopment Law. Nor does it address the benefits of the Church in Arcadia to the community at large. I therefore urge the city council members of the city of Arcadia to reject this LDA proposal and any related "Mitigated Negative Declaration" Proposed Thank you for you r attentive consideration of these matters. Sincerely, Michael G Keith Member, Church in Arcadia, 21 Morlan Place RECEIVED De9ca' Ci'k CCLOcA ; DEC 6 2004 i(Y OF AflCADIA G C CL6HK (iViJA �,n � Caj l G --i I Iv\ y)A, tl k&M uk MOrlaVA Sj Zh (ova {va5k, +he ��rovtg�� o��5a5r�e albo�� one �c�u�s�k��n he(CALA Oct 0 5 C15e- Oo bWA7k-il l 60 ��e.a 5 2 cv+^Sc` ce oa ff�S J Zh (ova {va5k, +he car ce oler j umil v"al<es Vtlo'IeJ av,� pt-tvple (OWY J 5o ' JkQ-fe Oct 0 5 C15e- Oo bWA7k-il l 60 ��e.a 5 2 cv+^Sc` ce oa ff�S 1 C) I Cen c -�1 ptccc.a�i w �rr 7 �eG�tS, l C�o l�zvt tl�e�+ 'C�R C�Innnn —!NL tG ac X t`C� i S (on V✓ �ct i i vt c� t rT J � �CA,v� l •F/^n�1^ rn lnrF U.b U w'r C: l � i GS CfJ� ✓+^�oY'� �� r i s C, In o IVA S c l i s Y P FAQ 2 G{il,wY'� -�, 1rc�"]�,�' �h.e ;�...✓r- CA, tt.cti.C,.;Vj, s - w✓ �(��.�1,� - RECEIVED DEC 6 2004 CITY OF ARCADIA MY CLERK ��z / �-r RECENED DEC 6 2004 7a Tj ci nj M ✓� �� aP � � QW OF ARCADIA CrryCLERK &? X "fc T %c�Cers off" � r.u,tic y a Nr� e ore l� ��Tir�dh �rs� OF b/ � PeXI �7 �l L � T! s �Zy 77v;;� 6211 C'�6-n/ P� -ll�" ,fx�,a y �i1 e/'��Ty or Tom �✓u�aa� &? X "fc T %c�Cers off" � r.u,tic y a Nr� e ore l� ��Tir�dh �rs� OF b/ � PeXI �7 �l L � T! s �Zy -- r6: �44 ON C�H �(" a � �� a � RECEIVER / DEC 6 2004 CITY OF ARCADIA CITY CLERK �,Vvowww 06 " ovt a a p,� xt� V,,P, T atAjv► ���t f ugh � v, , � F kALA atr j �, l -2 4AU cu C/� v r a 1 a� i Cm -A IV-oh-oh h o g U S A rltlp 0 /l 'RECEIVED eal-. T/ z�r . DEC G 2004 of a %X6 %,- � � Gfi,ld 6a ohs . &�YO/tan 5 Upp vy� a�� l i7 '� /�5 `j13u�— r D cC! /f ilia �� c9ur J I e je SNG�2 OCaY 7k- sy;� / Y,'GhhQSf is Tar ;6e✓ ��en� YC�PSS ✓ Yb 17o✓7Py 1W ovtf" f 9 7A.t, yvre kner�- r4 4*re AvOL r,uY prare,h`�f Caw v pre `rS �s irn�aa�crr� as f� mq�eracr.� v,�c��ss , �ieacQ �„ of �-ej j- 6e r- 4S 75(e L nr ro cat cbun6do� (�rcadta, M4 rbcre '� �Irilty Nua>ng . Z'fn a gntth q6 TI-tat C to 1:ir6 Avenue MlddO Scrlool in ArQf dia.1 have heaRl. tl'iciC -(w wsnt -to teo'e Church bui iri on 2I Morbnd P8M - For (5 Benz carder_ I cio noragree Wirth -qWr 0gic. Aen.I C[tizerG \NWd ( nape a churm - tan a car. PxM go tQ church ma e opten - than -buying a Car. Pty cr1rl:s i` T mCler1)) le he` church 1 More grouSI g . memt71m are jolning.Z didt(+ - thlnk - ttlat t govc�ment could -�brce us cff and t,2K'e ' fy nom( i�rY� �ver iln o�+ Clnur�� mo Mor>� 9,y know. tart a year e4p, a rrsn c8ron to OCYC e u5_ (4 rrx mr) leiQr, earn✓ min can�i arm >d -the r-5 -fit he QGuldrrf- (nd a piece. Vie Cdr hea p' h ti m 2c} 0in , U nt 11 now • `me, c1 - Ch 'c( as a place where the cj-�rj-,�tkan5 can meet All meMve 5 oF- Chinn T:n ArLad `d wa,�ct rye dev�s N p if cow aer pjr �rrh - In A—JIa r u. �� cp�po�e our �) plan agalnend � ' } mares + y f' RECEIVED DEC 6 2004 CITY OF ARCADIA CITY CLERK (�1 ,, , c f cnurr- Ts� Arr�5-dla anda crti c4� Eml) Nl- thL Cci i CoQN6\ 0� tycc,�,o aM ShO c\cuT '�hq� +�e. �•��� o `` 't IGati� r \\ a� e. Gar �v Jersy\ \Q Gro �a rn� }�nz Ul)fvn 0 r � Ylcwd\q '\ro move 7y -s A'AL CAVnc,l vse c� Is \� J ecoho It '\s ` kcve. ` c�� `i h �¢ Ghv fc�\ �025V1 c+�\ je Mon2� }o 4rx L G \fi�� j -Q. \ G„VfG^ 15 Y%oA c C.'[�t�gV\G10.\ 4.'nof2ry } '%s A Q\QGe• o ` Worst, \p TO•t CY,r \5��0.`ns . 1h2 Yc1ee}1'nQ �14C,C a 1'n Z1.. \ Ma < \m SV, \ sp \r \i'va� . vna1 ` CUrr¢Y1 }1y 7V'c T - c' S•1 -��� Gore C ¢.V eYV Ire, S4 rve 1V\z y Ov�o J � C; ` \s sate 1n'� \ s \ , N ?A So c�4ry 5 \r , �hc�icwv MZr�1oY12s. 1� o� s VkerckN 1 - t 1\1<Q 5a cL � �o vne . vr\�exstr{^d 4,.IS EU \s ho} a grew p1wc¢. -ro ,00k csv, �v} - kiy 1s o. o'ce. Ue ^/ cla5e� to rnQ - RECEIVED DEC 6 2004 S inoexe , CITY OF ARCADIA CITY CLERK p I (i m, s hoGkb (� m�-� 9 ao d, f ri e,nds P- -y q�S D �-a abo �1� -rh &hurGh Vie, c�es �y �P- .1 4 c,ve, CA n the, �evernme,�} u 30 ,n �1,e chur�h'� rDpa' 9 P � i ire � s urr& T h -e I e v v U) �ov �om� ►n� v�rnrnQr) A Su�i h e.'C the o�bouifi ra t� �h 2 .� A r e q-e� �2G�JbY1 C IS �hgfi WeJ k(Av&n RECEPM DEC 6 2004 CITY OF ARCADIA CRY CLERK /� J 70 i/lw GIy con�i/ Of 4 Ga RE CEWRO �---�� DEC 6 2004 CITY ue Ivvne I� ti Z am- 1*e�7�cq �D` 7i e�lS, I�'�t�2 �� Z 5 a rev �e IS l�J ✓ � ` f`�� /Ce f Cot e CfI0�2 Wl f�L G o f�eY �Lij 7` Cof�i� troll: 'E , /`�tylr� 1;' /Ple f� /Z� c�iir2c+ CO� f al n if �?a good 5c / i5A 1 The GG1�tYGGt Gie ,�i vc� ds and 5 or�f , a Z a� 7` ;e o4e o-1 f �/2�r. l��-e- Z CEi126/ 6 f/2e.i� mi ' `aI7 f will c-orne I'hore 7 salt )?We_ /;I .�lCCrc�I j sv the Ghu/r..� wog ( n v t he less / d �irl'/o G'G i`�✓ersl� Z fhrh o � YID cpl -�o - 1111k/� bal_ w o h� 5 �'Sfel47. l f j no h� /� YjroYe ul�e f lds glace as jn4 /j, fYtall( / ry, a ev 4 lZ � /oohs J / " f vrrfi�e laUil�� or ho rt�l�,6,' ,� wo�ild ``-� � � = a/n c2 // G It °� / • o RECEIVED / ° l Yf �,^ CiF� �^ � / / � C. , �� 70 1 0FA R CAD IA s 2ooa 1 � U�� c RK ML P7 amc i s j, 4, OwA �r � P 4-u- �w a C2 � k,,,w ,N/ /c- ) s /o q *e° 1 a,+ a l ,4vCAAj p c,,:) 7 � 7;A-z/ am" 4 G� J / .S V� p (Jl o � tic 71:+ i's 1st •,tL W�2 w o CAY\ 1 -AiSZ � TA �N6 WIND I C^� va s tl& X71 —�1� JU� 9 A r \J A cam,.. -fA�- '� ,1 7 �7�y ✓rS1 y('v7� ll (r- (7/CC, 7 yews , ;� is Ate l e,Fc f b 01,-&S Ar Scu'�lfs t� 07 h I� 0� /e I day 6 Ihe ckle&li 4xe�4p- Y/lGLll- DGG�X S %IVY az�/ fid,j Ac A .4e c; f;; e 7s 6r �,« d« �a pp y W d L /taut flu /4 /V 7�? xeW aAd < ullFz(y it tvg ot 4rcecl � ka /t, fealrtt A& ;, lv� rd RECEIVED DEC , 6 2004 CI CITY AC�AKpIA y � fly 3 brak hurt, RECEIVED DEC 6 2004 Dear City Cou nc i c�� Arcac� ia, G CI YC E '� M� nory►e is De bb\ T., ancP =e- ; n -` nt nth grQdt. I go to the Church of Arcad l`a evenL� indatA to worsh;(J,afon wk+h rn�j vY)Ovv) gv)CP oldCr s P ease coon, "+ tc{{� -e awa� our chu ; where - 1 was boq ti zect I have been Cc^'\ nq to 1h!SS CKArc�) N)CeE was DY,IL� a dear old havc grew wP in Ox church anal nut lobK ve 6�Af it's vet irnportan+ to ail \'+s tWKcn awavJ.�rtwlvj us, U-)P- CcUAiJ Ml b(' cJeva(;-fr-Afed, 1 heaVcQ tV +kc � nm en+ ) sy - q aldou_.recf tO take tam ci�ch,a� i� ,s l ii �e 9o r r mp l n+ i S try r� �, C� r� { (Gtr1( L T� chUr� - b ire l owy) (orD�ifS, [�Vl� fvo-k� , �cm vynct j have L�Du r reasons - tCO r ?lease don' -f teovr` d ouwn Du r ch (A r Gk , Z+ 's aY) �rO a nf, hd 1mee ace -�6r 0 1 ctS CG�v^i` 3GnS, 7 haUe been a weber -this cinur�h S,nce Z eras a baby, and I f's al,rn li Ke a secc>y) j hcuse. -Fbc�rre, � Waj P, S,X Please ceofn't -ear down our LurcO ^t la /5 /c��- SancPc;�� Pu,t, V%14, T RECEMED DEC 6 2004 rm or m0palk A ?,Ym T7 6ee� a, -4 CLOck <X4 J4 0 1 0.41 ti s Z -r l� �- Sr`X 7 ��� '- U5. -fir.,, � is V r ,— Wei � � bliv- A=3 fvrpOSG, We. Lme- a AA . _f( ev ( f r 7 4 � - kk - A > S1k� " D ' Y+Y'pM - It M0I 6 CDnCQY n Y`Q�l�t mQ s�i ruQl NQI-(?-IYQ of Arts RECEMED DEC 6 2004 CI'rr OF ARCADIA !oQ so CIMM and atl=tQnX . P`� romQ IS lvl� YOYYA Und l naw bQQO crk- xQ c nQ _WQ'' hUrcl cr S2 NtOrbn POCQ -b` tv�cyQ than rS . mQ G"A dQScri> -s Our cvAurch ca s' on cco nom ico l buy-Q unu (1�w. 'TY Soot( ry) oQt "Q k :l(A and a w-tion of - tV\QrY) mQQ_t - throu8yo_ t th Q wok and 1jold d004 ryWCtl ►pots . To Wmol I sh -- this Wj {dirq ' 1 s& -c(I r fir �r -thQ -3c NOP1 Q that atrQrd f�x a)0z I QncQ. 1)10 atUA of Arcacf o Con -PI i ct c tn Q Bi l I of jvzgYitS stot�d i -OQ cWN -ki ti0n. ffY1r)QY101 , cn - tYW Smc - (OCQ, pfo \v\a -to a -QW ccun , +rq. �I-f uqh - MQ af�Qw oc -rm JO Stotq new has - ro go -(z)r -Oq Yht ctc�insr^ th�i r orin hiAmon �IQhfs. A( Mdla Hi gh SWcu cv�c UQ -to bQ IrNWQj In comynuni-t(- . lni s church Is M(t (y -W sv d" in m)i cl w Q coY) Q� of - ftoYn IN cb1 i q arljj oq aI)ca 1,.Q , ,1 aDJYQr. 1 Nq< d1 'o VPC�ft siudQMt IM a cW 39 CcV d Qf - MQ WicQi of -W Of -sue chu rch . P-a*vY rt lon 1OLV c�)to q wa ova 0,P IYId Uw cQs of a nQ6 car t)r obtain �)cw)(QQ to „r ,uti u8wy ct �. 1 i s choi'cQ �v b0 M Y o-F iYLQ s'1t rCDI Pi ccel 00Z i butt npvn Qrr) b0r �YS RECENED DEC 6 2004 S � CITY OFARCADIA CITY CLERK ;5T12 -t L "JJ2- _zx� fIL�� j�nn � rcae(,d`r�./ , � CCG+.� J�✓�.�/ GoK C.e.� -� �. G� d-�� `i°'^-`�� ( S d M l S 1 A-r 't s tw , et— t Ak J - Cil A w. �Yil•?.f.a&t.�.aw q..Qia�.. �1 k� To Whom \- - Mq c CA) ck- rn �me Co���i� u� on c� rty 5���5 we Cie �iti�e�S o� khe W StatkS) have tw ri to fr r okgioh _ f one 6ki of t he councO �algs away z� kAo(\Qn pM(a tWk +AO q aw a.y our - R - Red ern of rQligi on ands �CP;Q dm of d, S.ky bla , AS Ctrl l� vsk, Line- la)h led to tWX nevzr vrDcAA haQ *bmh� -ft jovkr�N6t and the al WOUQ AGR awag kris cwc� A dk dQarfq � >nawhkAd am ��� aid 2x�dh �� Mme iS p 0u( kKr d �n9 �r coal ct school, r��fih g you Mdy j< 2( ,oYn �t a woaf d di utq�ce wcfh �hdt `� 'm% chute �a�tarda� �t keeps me bu s � V , ats6 h.a tkW2 a year %Am IJ& cWP- �t s - ,q - �kf� c..aq ylacQ MOM dearly ��narQ Of uS ��eaS� doh �kQ� RECEIVER? SI�CQV�c� = �Po,i 1u1 �U DEC 6 2004 CITY OF ARCADIA CITY CLERK ,�4 ha l c4y y 0 S, zoozo RECEIVED oEC s aooa cmc OF ARCADIA V cm CLERK DI r vl p ry► u �'G��r /'GLe goveY'l h - --' lWaf Jl�o( + woke o vev k c&sdwy or cho �-c1, hr w oiAe y oZ 1r coyj s hT�O �lh�r► al 1 rf h 4 p wi CH q o LA V Ye(f� 1�by +a k(We gVOWh 14p M 4ke C a Ar l y h o.F( a- 1 At commcly? ,I've koovat d rzorQ of I I vmy l; �e, ar, d ha jrmfv evm 6wf 0 � CA4AVch tft�neS I Z4- v7aL�s-ZM W o,v,`ec � h +' tVou, 1014d -�h15 c�UliAle3 VevYpOeC1014sd'-o t4S ct we have jUs+ fly folV d44 M 0 - 9 C4 qni 00 pk-ju of o - o +�Ya r(ah' pl,"�G, kw �—� have die o(A Yzes �v ,finP4vo, 9 0ih sp)hi 1 07 ( 1�t�awlPd CA kl 01VVii. MOOR VC11 Oil Of I'aW+o 6e U 141h �Qs�ns �hl�idI �d a � ( s�ah� ra ni�'hev io -epee KS r? 0ht05, 0V r C h M KC {�o �vo4roh ji `zed. Oc r fti(�(/h p ��rzfpS a rl ace w1�+ec'C k I( dl(ff pla(eS ef k c1�y4vcjmte (,VorShTPM a rorl* tA, (A � ve Ma p MV or h , ,�VjpK 01n r I' s 9 �1Ve OS G o c - 7 Uhcl2v u t�i[ila9�°Dkl c01h a��ly ryl 01 ri y 044r-rmhll'c huildl�� p�o�l2`S & rn IQlCOi� GI vtrl f" �i3 ouY �e,gcefrn[ ►���� � Na ✓vnony oil L �, Z ✓,P�eo1� ov,rchr�rG 5 5 �nraY mo►revot(�o�h� ��s shah c�� (0( v �e j -- W 4-o posk)aik. S 1'tC ere19 ca m- P, ml�ero,H -he A- (L �cLia CGtua c ) o C-c RECEMED DEC 6 2004 CITY OF ARCADIA CITYCLERK Coat ci Sly n DEC 6 2004 �W4 jov- P" J J w4ffl-" "5 Aww aro"*"- -�) 4 xv- b , � RECEIVED ,�Ydal¢l ? (v6,� ,►d 1 . 4, Q- 4� jLh, 6&iAq r"r a�oj 4 W4 6 -4r X1 14 RECEIVED DEC 6 2004 617Y OF ARCADIA CITY CLERK RECEIVED Caa� � i a DEC 6 2U�4 QT OF ARCADIA CMCLERK �p 0 �Of a car- ChvtrCh �� /nbr� uSef�l f1ler, 0.. �jqC w �.�re �eo�le sail Cara m a r2 pe le sel I Coss, the °r� PeOPIt bald Cars._ Wk-t6h mews more a � - Tknk ako,+ t�, env�r, ,tr 4qn h (� nce,red� , l/oknGt�an �j✓1 i G� rtwoo( of q-oW n r� c� C� �( c /k���� - vU6 d oot c urn MA eA r RECEIVED DEC 6 2004 QTY OF ARCADIA CITY CLERK J j. \ alts a✓✓1 , RECEIVED DEC 6 1004 MY OF ARQADIq c eff t.�RK d to P dz>7a ��� Gl1e�e Rye AS� ICuV. Z (acme t • �MM1 UkK 1Ne ' CAV S (�0 of 1" Yr 0 I S i��tl�. Z IeaRVI�{ TV] vo lstPw� C�(nSS H�Ut ✓1 AYU,kk (Ck 4 v c ti �0n S R✓ J hod CMAZeW1/(y. Z was Su�� ll src� E 17er�r� 4+ Cn ' G tl 4 ocTCOJ 66(o, Y�EQIh� HwCA T G dra�it<S�w{ ,, I 1�K Ay1 \JAW a� A s�i tia� tleza CGVI V 0e W MMI Ng -Cuk(A (ln01sJf 5 SrlRrluOJ- . FIeUSe e-e cum s7 p a 4Q 6 \,Q C �VY4 , {y C, r TC Af hq , � �6eca()S � 7'� s so C�e 717� /e our 1 , hfir our p4e RECEMED DEC 6 2004 CITY OF ARCADIA CITYCLERK DEC 6 2004 Orrq OFC CADIA l��eln Z �ear� of s h Z ivxv� e ;a y o Posed d hof use 5 tioafdw be able to w �.re ��,of � G����f � a re, do I�,f and I - [ - 64j f fitie Y ve0imevkt eo utJ do tAat ko bod y bo MuCA a o ,�f cav ealerc" Wf f,ouf t� e, CAur4 i`o Arc ad, fi� �I �S fi � 1 � bee► peed � �,e re �r,r afi lean We Mould C1 ve; (no 0, .aC(� V1oW, �on ink �,ey 4ould L a 12 � �rcadl'd t`S use-�L der C��l�er (ah for Wiohe r Tl� CGI Nrc(1 I � take ° y uL01 -ion bt Ctirt�s a �S, We are e�fccfl✓e/ aid has Ih coas (r~ 1 aP� a✓2, �e.r eSe rea5o0 Z eoreasit� I� �bu alb �f ►�l Op V��a�' '�ne b Poem" �aNfS PP � 5�`�� ere-( Sam u.el L"V, 4 y e p o ¢Y V O �- W cm 0 Q . s -20C� RECEIVED DEC 6 1004 CITY OF ARCADIA CITYCLERK tA u - SN I l,`�` Pear 4'' c- w NA 0 \Jr. acl - k+'•oSa- h�ea -ace° (`, �'e'°� ' ,,... ,ww k Flo.. \,..•esa - o� w.a�...�r�'^'�. �w..o o \�o\.eA va �0 3g�c F� � • �M` r� Q _ �^� �I,rQ„ rr.`l\ wn. lti•e• "[rN�w`'l - �C.°'^ V '1 n �So ,_�R.w�2''L4�C� *ArNN'4 1;2 lwa - To pQ° � . k I r 44— 't t S G ' RECEIVED DEC 6 2004 �i pLw % /(Qf�✓1 �'��" a /Gfi3 �Ot/ '/�. C' CYO CL CAKDIA o dzlk cEC s I)ooa � FARC M a4 " p ,f RECEIVED 12 .3 O Y Alke` d 0 "�d h, � RECEMED DEC -, 6 2004 CITYOFARCAD CRYCLEPJC Itic- o f I,. e_ y p K , q �, o r (,.e— , v A r c e dl t'z M 2n 1 i K-q Y a l PLA(,E PKos�c �) C. ��C:� 1- RP.�es CIo 5 w p lin P .2 i ✓� f D V �Gt SN Ine lA,l_f. I � Q a s C? ' � '�._U Y ' -- � .� V! .v :Pl i� '{" ✓L 6 � Y ryry ' AA 5 � � e'>i Lre.. f4 t{/`� 1 q pwd�b�, RECEMED DEC -, 6 2004 CITYOFARCAD CRYCLEPJC RECEWED DECEMBER 5, 2004 City of Arcadia DEC 6 2 004 240 W Huntington Drive Opy OFARCADIA Arcadia, CA 91007 C"CMK Attention: Vida Tolman, Chief Deputy City Clerk MORLAN PLACE PROJECT AND THE PROPOSED ACQUISITION AND SALE OF LAND TO PAUL A. RUSNAK I received your public hearing notice for the above captioned project with an indignant surprise. The project, apparently supported by the City of Arcadia, is to benefit a wealthy car dealership without equal consideration to accommodate the owners of those parcels to be acquired under this proposal. I oppose the project as it is presented now. My family and I have been attending meetings with the local Christians at the Church in Arcadia, located at 21 Morlan Place, for five years. Here we have greatly enjoyed the Christian fellowship which satisfies our spiritual needs and has become an indispensable support in our daily life. At the Church in Arcadia, I have been involved in the children and young people work. We help the future generation establish a proper character based on the Christian teaching, and prepare them to be proper citizens that will be ready to contribute to good works to our City, our community, and our country. I understand that the purpose of Morlan Project is for the City to collect additional revenue based on a perceived business prosperity of Rusnak dealership. City's justification of the need and purpose of the Project has been solely based on the economical assessment. The contribution of the church to our community and the value of man's spiritual needs were totally ignored in the process so far. This is evidenced by the fact that City did not demonstrate an equal effort in locating a replacement church property within Arcadia as it did to profit the dealership. The impacts of such ignorance are beyond the measurement of CEQA studies and any mathematic models. I request that the City of Arcadia stop advancing the Morlan project, and re- direct its resources and focus on assisting the Church in Arcadia in locating an acceptable replacement meeting hall within the City. We are willing to work with City if a reasonably acceptable location is identified. Wenn Chyn ` o W k o wn i 4- m Aj Co Vt C.2 r h e44 RECEIVED O2ar C tY Co a nc' A DEC 6 2004 Y � CRY OF ARCADIA CITYCLERK , hl -Mkme S CTl Cvtjepl - PrtrwN la P JoLc e. f Ytiect` P wrerf�f is }Ak -eo, oLwa L fee f sef , �'hn ti -� �-y,2 t�h +k+��h, o-� �t�,e �►+�f�� 5a4eas re -`fs +ke Yz o ? 4o e ce 4-o t,abyS�: aid �Y22 ccSSe�.6 / l ? es d V not +-kke t-h � S a way Glvu,�Gk 6-e v o rc ad Z J RECEIVED �r s;r -� D hWaa DEC 6 2004 CITY OF ARCADIA W Y CLERK l"� c�UXv�I (1 L0o ')Iu�7 i S r 7 ��`�' !/1cu ilrrf2 CAS Kew 1 i Q u1 5? C�titit c �l IC�IL a i 5 pkpoy ait* Part o f - Y "4Q be r-6 -r JLov&4 19W to h2 a jp/-06( ruq fj \ i'l u h k,,tep -t t at i i L' } r) My i hah . �� S�? f ( t(t 15 p can ly � a ftk- 6'f b4 d"� 4 �cG) L'5 �P v Y atf l VMl Nil v &4k llt� N f pee un, rye S�1 tau s T ��V5 , S �HCgr j 6�t^5 S'�Qw+ih Kew 1 i Q O /hj l�J2dwl�c chI UA t"A ie l S hir{ vH� A Pace �� Pow IxJs 6i �N"f aLS,) a be r-6 -r JLov&4 19W to h2 a jp/-06( ruq fj \ i'l u h k,,tep -t t at i i L' } r) My i hah . �� S�? f ( t(t 15 p can ly � a ftk- 6'f b4 d"� 4 �cG) L'5 �P v Y atf l VMl Nil v &4k llt� N f pee un, rye S�1 tau s T ��V5 , S �HCgr j 6�t^5 S'�Qw+ih RECENEHD �e �TGie `� q"� �" "`e DEC 6 2004 CITY OF ARCADIA CITY CLERK 1 V�.C,Vt, 6c2h V�ul cV� t/�or V" CIMU�Vkad�lro, -r FNe �acad c Nka e+ vC 1 I t v kk ��nQwu C Pr rCs i 1 onoJ 2 uv f`'o+� cote e¢.✓In. S ez f See. w�,S a1C� �k�^ P �}vvf.�k w�d'vi�' 6rk�v1 . J a"of 'kap, Ko'r he.�.to I AA wAV%Zk - O pb X1+0 w2 v �, � 4 v\ �}- v\o v-e, a- r� n ce -c�.a C 7 k E- z-1dIQ -. 11-0,� �Z- a-AA. -6 � Mktg tQQ4 f� �p q F� o k pAVnQ otuJ ,..A ( o cl . l e+ tw-) "Q' 0- nom' V\ic AVV (?.),.t,,, �n�i ci 0 4-v'iX r'o�� -z k%mv t v e and al vwv l l Ch � cVA S'kwV4jrna c+c�p- �:e�d'�- - Wla' ti- e.�v�w..2.,.1- &,H..c3-- o- x-- .`d�,J .pea tG�,Q �,r o {v�w P arao�. ( "" eC* ✓ I t7 C1 N Mc. 5 moo+ RECEIVED DEC 6 2004 To Am CAA C�a 6l � f��r c c� di a ' CITY OF ARCADIA CITYCLERK � si�c.� 1 waS hor�l .1 have YY1`Qt V��V\ - th`Q ctnuYc.4t 1h �YCad I�v�.� Sind. 1 w�,S two V�ars old 1�r�o�n Yt� wring ��at y ou Wanted �0 acav�� our ftY - cXV 21 ?Io �tan MOP I t waS S\wwd `m�4�t1n�S at 2� �10YiQY1 p10.�� �pC a5 to Y1C� QS 1 CQY� r4YnQl�t���: �� huz ar that q @ia <`e 1 bq�l CQ11y or�w u P tYl IS �oing to b\4 M\. Scud �� cti�tiY c1� �aS doh�e sb much for m� 1n my �V�ysi c ut nd sm i tuq� q Y M\v' N . 't ou SUS �a� w�: don't uS� ��Yti bUi� �.�ou , ��tt i sn'k ��i wig aU ° Y <onom�ca� vm % e S . 'Wh � 1Y wffiwt -, �n1� �uildinc�� 1 �W t 1 60V wln \QY\, m c�Ur ctn \wA b2 a. impQc'�ea `M�. 1�1 S� �un� p�S�fi �at�5, ��aC -Nthr� vYt�. 1b wD m k q \)QTY n aid ac�u�v b � Q\ a 1 "Ps h�e� q`f�Q th�n�S �hcl �h� - tl�q ���Y S qty co dt a Al Sc!�nol Mt MA 4 \\ Vol COMM n s . � Sinc�.Y t�l TO rn L 17 My �,o-nne is Mwtan cf� , aid z t �nst� fMLe,1 4.� (vv - 1 �.�..Q.. c- ��,I.VC. -k of � 1 �� , S I l "f `'t'� f �ax l �ktw unuc % L/ . n4- 4u � �nro'� o�vrz e. - �'�n -� S ►'�`a�t'f'� -i' c,� � I,t b�e-- In o- �1p�.ln2c� , RECEIVER DEC 6 2004 Clsv OF ARCAOM CtIV CL MK C Mead zT M tA Lam, c: - Gum DEC 6 2004 OM OF MGMIA CrrYCUMK 4 4)kvt d "OV ' A Aotm m " n 7 A' e- Nwok 4WJ / 4Ut� AA& a4&W M41" i ra j)U arc A *�e� I- Al JW#a2d IUMa,�C a/ -(k A44ZA jvx b m l 5�a 4 �tk ^ &4 tw a v � xdo.-t J4. k44101 ^- �rs Vi /o/' Yh61ln '.4 601"t Gt Tkt- � RECEIVED DEC 6 2004 C iTy O IA CCC(V CLERK To +h�Q Cgty CounCT OR Agcost a : "\k ' �a is nees l iCl . z �C \V�Q �� \` � Chvccl �n d�� 'cw� A�eags 1 \ - - ch Loi:!c1's tGb1p, Q Sim mQF �oo1 hardy `m OrA IPDow �rj vyvQ\Qrt ;vt p, RECEIVED DEC 6 2004 C of C�C DIR LERK bP -S -Cri 70 c, VITA -roLFiAA7 RECEIVED DEC 6 200 clTv eouuerc OP 4RCf4014 C AD,A ZAM A wl�Me�2 0� rHe eaueGH 7N A�.CiF91f4, wNb� l Fr ST N aD ABUT Tlf� MAT7gl �F tAK /U�7 OUP Pt�oP�rcT FUk TrF� >'Nk' dF ECOAloNlc p� k?6AUT( Tf04 /D.) 6F rN€ erTY o€ h1"�QA01 J I r�kS 9uPRIS'6lo rH� M�ob<w6u> T 0 0� SAM TK I.�UU, D6ES THi= 2,0UIS-e/OfA VT 0, Oo TN19 TOA)er AUf) OISRE�F>`iq ouk i2laq br ASSbFapiLr ? OC4DIA I,S Pv - &5.9" C�60-4uSE &00 1fAS A TGSr/mUY Hga& • . MuO i� You wiLZ iz +out U.5 iN rNr.� h�czA -jug t-L) Trf& YURP(35L BEAU TI FCCA�IOa � +Kd U�r - T746, 15 y�T A P1'OOGT rH /� To 00. IT tS Eu i Uri ' ' ^Tl rU�ldiJAL. 9LZAS� (/r?OT ouK K l&flfT , T'H& LO f 17 CarU o WI LL 00 rH 6 130:3 S l -A . OA,uK You'. 'o0- euVA) L pu/�q rilEtn�E 6 F r arrulcH /n AK�A✓7li} l"o The GtI Gov** 4 nycu &C', �S Gt�orns of �YCad�m \ b21 F e W'2 S�rlovlc� KAA� o\nY Y Y)a\) - t,O ress OWr 60�. T. have u, fY f Y mx.x-t)vlq �,0�1 is wq�zxko\vk; �}tiave Ye. �Q �e� V1ot Wve � Y� \ � 1�+ + fO\JCQ (.wv. gov�e� Y+^9 -'t^ m� tires ChQ �r�s�filt���n, �hx SupYeVY� Law 4 v) . M�y,Q„ ,s va - yvzyi � sln not 102 �m&j UV\& S \ AQvA Gad. tchst -F\Y%k 1pYloY Ty, cl \Xym O co,Eks � welt- be�o� o� W�, ta fnoa. oU.v Ooq, t^N rn 6vto-Y FIOr,Q . V�ko0.se c� ° *ok no \'rMA -i.Y how MVIAl fZAfa �YCQS W ith onA wo3yx G od, cave J sew \t cklt . `(t w� sties ��� � whrnt � tie_ be,St �oY ovv GoUY1tY� es�ec �a11� WS 6. OAO1 Ikk ao- cAv,ht �� Ynq�fA� V1aV� �111v�C I maw Gov ,, eWvn, lk will eV�rntuall.� ` Q vim. �,oweY�r �va�h a�nc� LecAnovY\\c 0,0. SPlrAv,dA �b�e l believe City c -ow \41 4 N(CO kq t1�fl wVsdOm Know wlnot wRE c��e - aOl Qn� rnl ova RECE"D .DEC 6 2004 S c elry OF ARCA01A nu, el Cr'YC Below is the translated version of a Chinese letter from a citizen that the City Clerk's Office received on December 6, 2004. Please note that although the translation was attempted to be as accurate as possible, the letter was loosely rather than word -by -word translated RECE1vE To: City Council of Arcadia DEC ­12004 From: Mary Chu 5520 N. Robinhood Ave., Temple City, CA C11Y OF AR CLERK The Church in Arcadia has a lot of contributions in this community: Every day we members of the Church call one another up to see if each other's doing fine. Through studying the Bible, we have benefited tremendously. 2. Every Tuesday the leaders of the Church get to know us, pray for us, and assist us in every possible way. 3. On Thursday mornings there is senior fellowship. The elderly get together to study the Bible and to pray. 4. On Fridays there is student fellowship, and the age range is from high school to college students. In this "lost" era, we help them find the Shepherd and God so that they can be rescued. 5. On Saturdays, we have a lot of family gatherings and we pray for each other. 6. On Sundays, everybody —adults, teenagers, elders, and children —get together to worship God! A church like this contributes to the community tremendously. These contributions cannot be measured by economic or monetary values. RECEIVED DEC 6 2004 c14 J"/ A C V A� A�� 1� �C� �Q - 4 4� /9 4� � 4 /i I Y/o, l'o /4 4 t/� .4w�. Below is the translated version of a Chinese letter from a citizen that the City Clerk's Office received on December 6, 2004. Please note that although the translation was attempted to be as accurate as possible, the letter was loosely rather than word -by -word translated. This local church was bought. If you want to buy something from someone that is unwilling to sell, that is wrong. RECEIVED DEC 7 2004 Xu Liu 12/5/04 CITY OF ARCADIA CITY CLERK RECEIVED DEC 6 2004 CRY OF ARCADIA MY CLERK T� /� 7) �- IL X1�4G( r 2� RECENEga DEC b 2004 CITY OF AROADIA CiT �z l S i oti 12 W I \Mr C -�, PN A v csg o \�c\ 1 cL"v c Q X77 ham' C:' N vv e-Fi w ` " v2 C �'Yt7�"h MM^w`.A.o .. 51� vU✓�L� . lu kz� l Cl7 J S "4�ie l , l 40 u- ovi�,�� A l'N2.,nisvt 1 C: � iIz z ) lc -4- ( Co ( C 4r L k n CUL S 4vinLG tti `^L C > �L. J - - /1 ) 0 i l q:In..l 'G L,�'ruwt^ '4'J 1V`-2. KJlLX) \'�}✓- k..in.<.�� EiVw /•;n c ti.,� C�bw• wi wl . (i., L. - � f H. � vt-a� �oc, Lt. fir � �n {- � 1 , - �"lti -t. VOIIKb� t I ljiI.I GLS - �L2 �S CLWM1"wl� � 4 2 10� 5•urfFiu_ lam_ �/� I z_, i'oA s; z�-2, Vp +.A �� i M RECEIVED DEC 6 2004 CITY OFARGADIA CrrY CLERK 7e 6 �Iyc i 7 v7 0 1 rl 0.4 '40 ✓ o/i 6o sf f,44- � ..� f,7,u f cJ. G"-4\ 114 tv G \^l• 6 � /Vl� -- ��'� I+I L.uiL �:i�'./,��" 1 l ^� °t VL\ -�i{ /��YI �'`'.L} (Al rl .7 .$L t' '4'ln ( /G�.�r2 -. Y •fir) Vll J' W wi ��? 72. K • t'v �''1U (7P C.,.� c� l - f l c i� ✓� -Fyl ( c : ..a u V � ✓l�Lr'v Cv.0 Nr � - -: G - v -1 L\r =� . U i RECEIVED DEC 6 2004 COMMENTS ON THE MORLAN PLACE PROJECT WYOFARCADIA AND CITY CLERK THE PROPOSED ACQUISITION AND SALE OF LAND TO PAUL A. RUSNAK SUBMITTED BY THE CHURCH IN ARCADIA, 21 MORLAN PLACE, ARCADIA NOVEMBER 30, 2004 The purpose of a city government is to serve its constituents. Destroying a useful church building for the sake of expanding a car dealership is neither in the interest nor the desire of the citizens of Arcadia. Therefore, we of the Church in Arcadia oppose the acquisition of the land of 21 Morlan Place for the purpose of this redevelopment. The Church in Arcadia was established in 1990 with about 30 members. We met in a rented hall while looking for a meeting hall to purchase. When the property at 21 Morlan Place came on the market, we were very interested. The large assembly hall is ideal for the conferences we frequently hold, and the many smaller rooms are useful for the children, young people, and the other functions of the church. We eventually purchased the hall and took possession in January 1996. Our numbers have been steadily increasing, and our congregation now numbers over 300. Earlier this year, Mr. Peter Kinnahan, Economic Development Administrator, came to meet with us to discuss the possible acquisition of our property. We told him that we were willing to move if the agency could find a comparable place in Arcadia for our meetings. We did not and still do not resist the city's proposal. We simply want an adequate meeting place in Arcadia. A month or so later, Mr. Kinnahan called and informed us that he could not find a comparable place. Since we heard nothing more from him, we assumed that the city, unable to accommodate our needs, had changed its plans. Instead, we received a notice about a joint hearing involving the acquisition of our land — against our stated wishes, without any further consultation or arrangement. Imagine our surprise! Clearly the church building brings no revenue to the city of Arcadia. However, it provides a center to meet the spiritual needs of hundreds of the city's residents. It provides a location for worship, fellowship, and support for Christians in Arcadia and nearby cities, as well as a center for conferences and larger gatherings. The youth program helps positively motivate young people in Arcadia to become proper students and citizens and stay away from drugs and crime. To evaluate the land from a solely economic standpoint is inappropriate —man does not live by money alone. According to Section 5 of the Morlan Place Project, titled "Addressing Blight," the church property is deemed "economically blighted, as [it is] severely under - utilized." However, the agency's evaluation is illogical. Using this argument, the city ought to redevelop many churches in Arcadia, not to mention the various other assembly halls, stadiums, meeting places, and other "blights" which are used only a few times a week --or the Santa Anita Race track, which is used for only a few months out of the year. No assembly hall can be used all the time: the church building on Morlan Place is used a minimum of two times a week, and for the hundreds of Arcadia's residents who meet there, no other place will do—by the city's admission. When we bought the property, we deliberately obtained a short-term mortgage which we have now paid off. We have begun to plan a series of remodeling projects to improve the property, both inside and out. One of the supposed benefits of the proposed Morlan Place project is the improvement of the appearance of the project area. Our remodeling and landscaping will also improve the appearance of the area, and we are completely willing to work with the city on this. We thought that only in the history books did wealthy landlords manipulate the government into taking hard -earned land from ordinary citizens. In this country, in this age, the government is responsible to its citizens, and to proceed with this project betrays that responsibility. It does not beautify the land —no one thinks a car dealership is pretty. It does not provide a service for its citizens — people go to church meetings far more often than they buy a car. It does not even add something the city was lacking. In short, the proposed project hampers the spiritual and social health of hundreds of Arcadia's Christian residents and in return provides more revenue to an already wealthy car dealer. For the city to abuse its powers of eminent domain to help a large business at the expense of its citizens is a betrayal of the trust given the council by the voting residents of Arcadia. We firmly believe that a strong majority of the residents of Arcadia agree with us, and that they would rather have a church building than a car dealership at 21 Morlan Place. Given time, we will gladly prove it to the council and the agency with a petition. The Church in Arcadia December 2, 2004 AM1 az dye 714, 2025 BENEVOLENT AND PROTECTIVE ORDER OF ELKS A FRATERNAL ORGANIZATION ( ) RECEMED 27 W. HUNTINGTON DRIVE DEC s 2UU4 ARCADIA, CALIFORNIA 91007 C (626) 445 -2025 C YFARCA IA December 2, 2004 Vida Tolman Chief Deputy City Clerk City of Arcadia 240 West Huntington Drive Arcadia Ca. 91007 Re: 27 West Huntington Drive, Arcadia Elks Lodge 1117�Ti��IC7i'ifTl1 This is in response to the notice sent to the Arcadia Elks Lodge located at 27 West Huntington Drive, in regard to the proposed acquisition and redevelopment of our property. As I have stated in my letter to Mr. Don Penman dated March 18, 2002, our position still remains that we reject your proposal of acquisition. It is our opinion that our property apparently is not intended to be acquired for public good but for private use by the Paul P. Rusnak, for commercial purposes. We have been at this location since 1957 a span of fourty seven years. During this period of time our Local Fraternal Organizations has distributed over a million dollars to charity. We have sponsored numerous youth organizations in our area including, Little League, Youth Soccer, Boy Scouts, just to mention a few. We are the sponsor of the Tournament of Roses Eagle Scout Troop and have a kick -off breakfast for them on the first Sunday in December each year. We support our Major projects, which puts nurses out in the field to help the disabled children throughout the State of California. We will go on record as challenging the proposal of acquisition as stated in the letter written by Peter P. Kinnahan, Economic Development Administrator and forwarded to us on November 12, 2004. Our intentions have never been to move to from our present location unless we are forced to do so by the City of Arcadia through the acquisition process. I would like to have the opportunity to speak at the joint public hearing on December 7, 2004 to present our position on this issue. If you should have any questions please call me at the Lodge office number 626 -445- 2025 or my personal number 626- 278 -3937. cerely Yours V Richard L. -- Exalted Ruler L. A. P. Trust 147 North Santa Anita Avenue Arcadia, California 91006 -3109 Phone (626) 447 -6932 Fax (626) 445 -5507 December 6, 2004 Vida Tolman Chief Deputy City Clerk City of Arcadia 240 W. Huntington Dr. Arcadia, Ca. 91007 Dear Ms. Tolman: RECEIVED DEC ; ?fin CITY OF ARCADlo• CITY CLERK With reference to the public hearing on December 7, 2004, please be advised that I own the property from 121 to 159 N. Santa Anita Ave. I have an agreement (photocopy enclosed) with the church at 21 Morlan Pl. dated February 14, 1978, for the execution of a Grant of Easement and Covenant for parking and Egress and Ingress between the same parties as to the premises and parking facilities at 121 -159 N. Santa Anita Ave., Arcadia, Ca. Some of my tenants and their employees use the spaces in the church parking area as per our agreement. Should Rusnak acquire the church property at 21 Morlan Place and this agreement become void then would they encroach on my property? If so, to what extent? I would appreciate a reply. Thank you. Sincerely, L. A. P. TRUST F L. Berberian Trustee FL Blab i cI. Return to: ` 0 R Barbarian �fQ.. MJQA 145 N Santa Anita Ave r �+ /O'.1{1 , Arcadia, Ca. 91006 RECEIVED r JB - I78!l5 a FEE $5 DEC 6 2004 LEASE AGREEMENT 3M THIS LEASE AGREEMENT is entered into this L day of E ALL L 1978, by CITY OF ARCADIA and between CHRISTIAN CENTER OF ARCADIA, INC. , (hereinafter called''Lessor ") and 0IWC=K OHANNES R. BERBERIAN and FRANCES L. BERBERIAN (hereinafter called "Lessees.") 1. Lessor hereby leases to Lessees, and Lessees lease from Lessor for the term, at the rental and upon all of the conditions set forth herein, that certain real property situated in the County of Los Angeles, State of California, commonly known as approxi- mately 37 vehicular parking spaces (Lessor having reserved 12 of an approximate total of 49) on the parking lot or lots at 21 Morlan Place, Arcadia, California. Said described property is herein called "the premises." 2. The term of this lease shall be for so long as Lessor continues to use the Premises commonly known as 21 Morlan Place, Arcadia, California, as a place of worship, except that cessation of such use without any other use being made of the premises for a period of less than six (6) months shall not be deemed a termination or discon- tinuance of such use as a place of worship, and cessation or discontinuance in excess of six (6) months shall be deemed a discontinuance and termination. 3. The rent and consideration for the lease described herein shall be good and valu- able consideration, including the execution of that certain Grant of Easement and Covenant For Parking and Egress and Ingress between the same parties as to the premises and parking facilities at 121 -159 North Santa Anita Avenue, Arcadia, California. 4. The described premises include the rights of ingress and egress to or on Santa Clara Street and Morlan Place, Arcadia, California; and it is further specifically agreed that the time of use shall be from 7:00 A.M. to 7:00 P.M. , Monday through Friday. 5. Lessees shall, at Lessees' expense, obtain and keep in force during the tens of this Lease Agreement a policy of comprehensive public liability insurance insuring Lessor and Lessees against any liability arising out of the ownership, use, occu- pancy or maintenance of the premises described. Such insurance shall be in an amount of not less than $300,000.00 for injury to or death of one person in any one accident or occurrence and in amount of not less than $500,000.00 for injury to or death of more than one person in any one accident or occurrence. Such insurance shall further insure Lessor and Lessees against liability for property damage of at least $20,000.00. The limits of said insurance shall not, however, limit the liability of Lessees hereunder. 6. The parties hereto acknowledge thatupon the termination of the described use (church) of the described premises by Lessor (of 21 Morlan Place, Arcadia, California) the conditional use permit to be A by the City of Arcadia shall also terminate. ©eb 31(/9 issued 4-AV 7. Any notice required or permitted to be giv hereunder shall be in writing and may be served personally or by regular mail addressed to Lessees and Lessor res- pectively at the addresses set forth after their signatures at the end of this Lease Agreement. B. If either party named herein brings an action to enforce the terms hereof or declare rights hereunder, then any party shall have the right to reasonable attor- neys' fees to be paid by the losing party as fixed by the court. 9. The provisions hereof shall bind the parties, their personal representatives, successors and assigns. This Lease Agreement shall be governed by the laws of the State of California. RECORDED IN OFFICIAL REVAO8 -1- OF LOS ANGELES COON7Y, CA 1 PAST A P. M. FEB 161978 Recorders Offlee 9 4v4,w6s' C CL tkj n ._ g. I J- 10. In the event the successor, assignee, transferee or buyer from Lessor of the real property and improvements commonly known as 21 Morlan Place, Arcadia, California, is a religious or eleemosynary organization and continues with the use of such premises as a place of worship (providing there is no cessation in excess of six (6) months) then the terms of this Lease Agreement shall not lapse or terminate, but shall be applicable to such successor Lessor. IN WITNESS WHEREOF, the Lessor and Lessees have executed this Lease Agreement the day and year first above written. LESSORt OHRISTIA CENTER OF ARC IN� By By 21 IIorlan Place Arcadia, California 91006 LESSEES: Ohannes R. Berberian .1 la*N . Santa Anita Avenue Arcadia, California 9100 ,'Fran L. Berberian North Santa Anita Avenue Arcadia, California 91006 78- 178450 -2- y I J- 10. In the event the successor, assignee, transferee or buyer from Lessor of the real property and improvements commonly known as 21 Morlan Place, Arcadia, California, is a religious or eleemosynary organization and continues with the use of such premises as a place of worship (providing there is no cessation in excess of six (6) months) then the terms of this Lease Agreement shall not lapse or terminate, but shall be applicable to such successor Lessor. IN WITNESS WHEREOF, the Lessor and Lessees have executed this Lease Agreement the day and year first above written. LESSORt OHRISTIA CENTER OF ARC IN� By By 21 IIorlan Place Arcadia, California 91006 LESSEES: Ohannes R. Berberian .1 la*N . Santa Anita Avenue Arcadia, California 9100 ,'Fran L. Berberian North Santa Anita Avenue Arcadia, California 91006 78- 178450 -2- IN. 17845Q 3 STATE OF CALIFORNIA ` Los Angeles } 55. -• ti COUNTY OF i s . February 14, 1978 On before me, the undersigned, a Notary Public in end Eor said IN. 17845Q 3 STATE OF CALIFORNIA ` Los Angeles } 55. -• d' COUNTY OF s . February 14, 1978 On before me, the undersigned, a Notary Public in end Eor said 3 State, personally appeared Ohannes R. Berberian & Frances L. Berberian - - known to me 3 to be the peM.a whose name a ace suhmrihm ti to the ithin instrument and eckmwledged that . thed —' - -- - e.ecyted the xme. OFFICIAL SEAL § WITNESS my hired end militia! creel KATHY VEITH NOTARY PUBLIC • CALIFORNIA [QP Sigiutur LOS ANGELES COUNTY My canm, expires JUL 19, 1981 Name 1Typed or Primed) (Ten ,w 41 Weo1WM x.n f ' 3 78— 178450 C) a MO r u o � STATE OF CALIFORNIA ) Z75 ss COUNTY OF LOS ANGELES ) .. or m c On February 1 1978 before Lge, the undersigned, a Notary' Public in and for said County and State, personally appeared Thomas I. Cherry known to me to be the President, and Bhilip B Tilden. ,known to me to be the Secretary of the corporation that executed the within Instrument, known to me to be the persons who executed with within Instrument on behalf of the corporation therein named, and acknowledged to me thatsuch corporation executed the within instrument pursuant to its by -laws or a resolution of its board of . directors. WITNESS my hand and official seal. / OFFICIAL SEAL KATHY VEITH NOTARY PUBLIC -CALIFORNIA I ' LOS ANGELES COUNTY _ My comm. expires JUL 19, 1981 name (typed Or grinted) _., Ae.. �4 era' i?e. �` f MEMORANDUM Development Services Department November 30, 2004 TO: Mayor and City Council Agency Chairman and Members FROM: Don Penman, Deputy Executive Director f, v By: Pete Kinnahan, Economic Development Administrator SUBJECT: Previous Transmittal of Agenda Items 1a and 1b In order to provide the City Council /Redevelopment Agency with more time to review the documents for the December 7, 2004 meeting, staff previously delivered to you by • separate correspondence: 1(a) The Morlan Place (Rusnak) documents (Staff Report, Land Assembly and Development Agreement, CEQA documents, Disposition Report, City Council Resolution No. 6452 and Resolution No. ARA -212 1(b) Five Year Implementation Plan (2005 -10) Staff Report and Resolution No. ARA -211 Please bring these with you to the December 7, 2004 meeting. No other copy is provided in this Agenda package. A copy for public review is available at the City Clerk's office in City Hall and in the Development Services Department. If you have any questions, please contact Pete Kinnahan or me. Approved: William e y, Executive Director op 1(�� 1(a) and 1(b) NOTICE OF A JOINT PUBLIC HEARING BEFORE THE ARCADIA CITY COUNCIL AND THE ARCADIA REDEVELOPMENT AGENCY AND NOTICE OF INTENT TO ADOPT A MITIGATED NEGATIVE DECLARATION (MORLAN PLACE PROJECT) Notice of a joint public hearing before the Arcadia City Council and the Arcadia Redevelopment Agency, pursuant to Health and Safety Code Sections 33431 and 33433, is hereby given concerning the proposed acquisition and sale of land by the Redevelopment Agency pursuant to a certain 2004 Land Assembly and Development Agreement by and among the Arcadia Redevelopment Agency, Paul P. Rusnak, as Trustee of the Paul P. Rusnak Family Trust, dated November 14, 1988, and Rusnak/Arcadia, a California corporation ( "Agreement "), said land being generally located between Santa Clara St., Huntington Drive and partially abutting Morlan Place (See Attached Location Map) in Arcadia. At the joint public hearing, the City Council and Redevelopment Agency will hear public testimony and receive evidence concerning the proposed acquisition and sale of approximately 3.6 +/- acres of land to Paul P. Rusnak, as Trustee of the Paul P. Rusnak Family Trust dated November 14, 1988 ( "Owner "). Mr. Rusnak and Rusnak/Arcadia, a California Corporation ( "Operator "), shall be jointly responsible for the expansion of the adjacent, existing Rusnak/Arcadia Mercedes Benz Dealership and meeting certain financial obligations to the Agency and the City. The Agency will also consider a proposed Mitigated Negative Declaration and Mitigation Monitoring Plan relating to the contemplated project. PUBLIC HEARING DATE: Tuesday, December 7, 2004. TIME: 7:00 p.m. PLACE: City Council Chamber, Arcadia City Hall 240 W. Huntington Drive Arcadia, CA 91007 Notice is hereby given that Peter P. Kinnahan of the City of Arcadia Development Services Department, has completed an Initial Study for the project described as the "Morlan Place Project." The project is located from 27 W. Huntington to 55 W. Huntington, 21 Morlan Place, and 28 W. Santa Clara. This Initial Study was completed in accordance with the City's and Agency's Local Guidelines implementing the California Environmental Quality Act ( "CEQA "), the State CEQA Guidelines and the Public Resources Code. This Initial Study was undertaken for the purpose of determining whether the project may have a significant effect on the environment. On the basis of such Initial Study, staff has concluded that the project could have a significant effect on the environment, and, therefore, mitigation measures will be required in implementation of the project. The mitigation measures will decrease the potential significant environmental impacts of the project to a level of insignificance where a Mitigated Negative Declaration can be adopted. The Initial Study reflects the independent judgment of the Agency. The Project site is not on a list compiled pursuant to Government Code section 65962.5. Copies of the Initial Study and Draft Mitigated Negative Declaration and Mitigation Monitoring Plan are on file at the Agency's office, located at the City Clerk's Office, Arcadia City Hall, 240 W. Huntington Drive, Arcadia, CA 91006 and at the Arcadia Public Library, 20 W. Duarte Rd., Arcadia, CA and are available for public review. The public review period will commence on `�P November 11, 2004'; and end on December 7, 2004. Comments will be received until December 7, 2004. Any person wishing to comment on this matter must submit such comments, in writing, to the Agency prior to December 7, 2004. At the joint public hearing on December 7, 2004 at 7:00 p.m., the Agency will consider the project and the Draft Mitigated Negative Declaration and Mitigation Monitoring Plan. If the Agency finds that the project will not have a significant effect on the environment with the implementation of the mitigation measures, it may adopt the Mitigated Negative Declaration. In other words, the Agency may proceed to consider approval of the Agreement, without the preparation of an Environmental Impact Report. The contemplated 2004 Land Assembly and Development Agreement and a Disposition (Summary) Report prepared pursuant to Health and Safety Code Section 33433 concerning the proposed Agreement are available for public inspection, during normal business hours of the Agency, in the Development Services Department, Arcadia City Hall, 240 W. Huntington Drive, Arcadia CA 91007, and at the Arcadia Public Library, 20 W. Duarte Rd., Arcadia, CA. At any time before the date and time of the joint public hearing described in this Notice, written comments on or objections to the Mitigated Negative Declaration or the contemplated 2004 Land Assembly and Development Agreement may be filed with Vida Tolman, Chief Deputy City Clerk located in City Hall, 240 W. Huntington Drive, Arcadia, CA. In addition, all persons will be given an opportunity to appear and be heard on such matters at the joint public hearing. If you challenge the proposed action or actions described in this Notice in court, you may be limited to raising those issues that you or someone else raised at the joint public hearing described in this Notice, or in any written correspondence submitted to Vida Tolman, Chief Deputy City Clerk. Peter P. Kinnahan Economic Development Administrator Title LU U W Q �t = y 5 a 3/1 V VIINV VINVS C O v 0 J NA706F � NV'IdOW QZ 0 p e �J Z o o o EO n tP 79 n z u l C N 02f 73V-4VU NVS � c ct Nd C/'� Send NOI to Los Angeles Countv Monday, November 8, 2004 Publication Requirements for CEOA: - Arcadia Weeklv Publish - Thursday, November 11, 2004 (send to AW by 11/8) Post — November 11, 2004 — City Hall Thursday, November 18, 2004 Thursday, November 25, 2004 Thursday, December 2, 2004 Publication Requirements for 33433 Report and LADA: - Arcadia Weekly (by 11/8) Publish - Thursday, November 11, 2004 Post — November 11, 2004 — City Hall Thursday, November 18, 2004 Thursday, November 25, 2004 Thursday, December 2, 2004 Information on Project (Env. Checklist, Mitigated Negative Declaration, H &S Code Section 33433 Report, Land Assembly and Development Agreement) is available for public inspection on November 11, 2004 at the City Clerk's Office and Public Library. Originals of public correspondence received for the Public Hearing on December 7, 2004 City Council Meeting Item 1.a. Resolution No. ARA -212 and Resolution No. 6452 Re: Morlan Place Automobile Dealership Expansion Project (Rusnak) Page I of I Don Penman From: Prochnow, Eugene [genep @unocal,comj Sent: Wednesday, January 05, 2005 1:00 PM To: dpenman @ci.arcadia.ca.us Mr. Penman: It was great dismay that I viewed the city council meeting in December, 2004 and noted the discussion of allowing the interests of a private individual (Rusnack) to overshadow the interests of several long -time standing residential owners (the Elks Lodge, Rod's Restaurant, the church community, etc.). I feel that if Mr. Rusnack is allowed to expand his private business and displace those affected property owners, a great injustice will be done to individual members of the Arcadia community (voters who live and work in the community). I am totally against such a move and I have to wonder why appointed city council members would permit a development of such a project that is opposed by many of the locals and would cause harm and destruction of several businesses and /or organizations. If these affected property owners are forced to sell and move, my feelings are that the groups they represent will not survive. The Elks group runs a number of charities and their membership is stable. To move the lodge from this site will probably be the death of the organization and the charitable organization they fund will be hurt. The church participants may survive but at probably a both a personal and financial cost and a source of great inconvenience. The restaurant will disappear, and because of competition with others in the area, will not survive at a new location. I am totally against this misuse of power by the council and the redevelopment agency and can see little good (except some increase in sales tax revenue at the expense of hundreds local residents) from the council approving this forced sale and expansion project for a Mercedes dealer. As a voting resident, I will make sure that my vote is used to appoint people that are concerned about the community and the residents, not about the private interests of one individual who seeks expansion for his own good. Hopefully, the council will consider all facts of the project and the affect on its residents before voting on this project. I would hope that the proposal is defeated and that a long and costly court battle is avoided. Sincerely, Gene Prochnow 1839 Anita Crest Drive Arcadia, Ca. 1/5/2005 Bill Kelly From: Gary Kovacic [G Kovacic@SWDLAW.NET] Sent: Wednesday, January 05, 2005 3:58 PM To: bkelly@ci.arcadia.ca.us Cc: rbkimba@ix.netcom.com Subject: FW: Redevelopment Plan Bill: Please make this e -mail part of the record for tonight's matter. Gary A. Kovacic Sullivan, Workman & Dee, LLP 800 South Figueroa Street, Suite 1200 Los Angeles, California 90017 -2521 Phone: 213 - 624 -5544 Fax: 213- 627 -7128 Cell: 626 - 437 -1284 E -mail: gkovacic @swdlaw.net - - - -- Original Message---- - From: Bart Kimball [mailto:rbkimba @ix.netcom.com] Sent: Wednesday, January 05, 2005 4:34 PM To: Gary Kovacic Subject: Redevelopment Plan Gary, Kathy and I have been reading about the proposed expansion of Rusnak. I have never been a fan of redevelopment unless the area is really blighted. While the expansion increases the tax base, how long will it be before the taxes pay off the money expended and benefit the city as a whole. In this case, we have a specific concern as frequent customers of Rod's. What plans are in place to make sure that it stays in business. You may not have noticed but Rod's serves a function in supplying wholesome, inexpensive food to many of the senior citizens who no longer cook for themselves. In the evenings, it seems to do a brisk trade in these senior citizens. As well, it is a social contact for them. They frequently know the waiters and waitresses by name. This is the kind of resource that is not easily replaced for people who cannot afford the higher priced chains, and I very much fear that the result will be it's complete loss. I ask that the plan include specific measures to keep it alive. By the way, what about the location accross Santa Clara where the old Baker's Square used to be? It has had two or three restaurants which have failed since then. Although it is not as large as the area that Rusnak wants, it certainly could replace a portion, since it doesn't seem capable of sustaining a business. Bart & Kathy Kimball 1 V4- 1 1t9 Wayne Brennan and Brenna Jue Vb 0 o „,I 330 Genoa Street, Unit F Monrovia, California 91016 December 11, 2004 Mayor Kovacic and City Council Members 240 West Huntington Drive Arcadia, California 91006 Dear Mayor Kovacic and City Council Members: RECEIVED CITY OF ARCADIA DEC 14 2004 CITY COUNCIL We attended the City Council meeting on Tuesday, December 7, 2004 to support our fellow Elks members in protest of the acquisition of the Arcadia Elks Lodge property located at 27 West Huntington Drive. We were very moved by the arguments presented against the city's proposed plan to acquire the surrounding properties for Mr. Rusnak and his personal enterprise. We would like to present you with another perspective in hopes to sway you and the council to the public's view. We would like to make an analogy of this situation with our personal experience as former residents of Arcadia. Unfortunately, we are no longer residents and have moved next door to Monrovia. We rented a nice condo in Arcadia for 11 years and had wonderful neighbors, who rented there since the complex was built. A new owner took over the complex and raised our rent by over 40 %. We asked him to consider a gradual increase in the rent. He refused, and took away our parking spaces (in violation of the City Of Arcadia's parking code). He then evicted all of the tenants because we exercised our rights to park our vehicles in our parking spaces. We all looked into buying or renting in Arcadia but could not find anything affordable, so all the tenants moved out of Arcadia. We hope you can see the parallel between our scenarios. Our point is this: if the City Of Arcadia approves the Rusnak deal in hopes of attracting people to the area, it will instead drive the current residents away. We hope that it takes more that just dollar signs to influence the City Council. Please seriously consider the opinions of your residents, as it is they who make your city a great place to live. Thank you for yo to r yo - Brenna Jue 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 I OV4 , David K. W. Chang (SBN 107420) Law Offices of David K. W. Chang 660 N. Diamond Bar Boulevard, Suite 210 Diamond Bar, CA 91765 (909) 612 -5888 Attorney for Church in Arcadia, Property Owner In re MORLAN PLACE PROJECT A. Introduction CHURCH OF ARCADIA'S OBJECTIONS TO THE ADOPTION OF MITIGATED NEGATIVE DECLARATION AND MORLAN PLACE PROJECT DISPOSITION REPORT Date: December 7, 2004 Time: 7:00 p.m. Place: Arcadia City Hall, City Council Chamber The Arcadia Redevelopment Agency (the "Agency ") prepared a Morlan Place Project Disposition Report (the "Report"). The Report stated that the Agency has contemplated a 2004 Land Assembly and Development Agreement (the "Agreement ") between the Agency and Rusnak Arcadia Mercedes Benz Dealership ( "Dealership "). The Agency proposed to purchase, through "redevelopment," between two (2) and five (5) privately owned property adjacent to the present Dealership, and then sell the property to the Dealership (the "Project "). Pursuant to the Project, the City of Arcadia (the "City ") intends to adopt a Mitigated Negative Declaration and Mitigation Monitoring Plan. It appears that the City also intends to adopt the Report. Upon the adoption of the Mitigated Negative Declaration, the Agency intends to enter into the Agreement with the Dealership as apart of the Project. The Church in Arcadia (the "Church "), a church of fundamental Christian faith, owns one Church in Arcadia Opposition Page 1 of 8 1 2 3 4 5 6 7' 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 of the five parcels of real property listed in the Report. If the Project is fully implemented as presently planned, the City will condemn the Church's property and transfer it to the Dealership. The Church strongly opposes to the adoption of the Mitigated Negative Declaration, Mitigation Monitoring Plan, as well as the Report. B. The Church's Use of the Property and Objection to the Proposed Taking, This church was formed in 1990 and purchased the subject property in 1996. The purchase funds came from members of the Church and its sister churches. The church has been at the present location for eight years and its membership has grown from approximately 30 in 1990 to over 300 at the present. It serves the citizens of Arcadia and surrounding communities. The Church has been privileged to be able to have its presence in the City for the advancement of its faith and belief. The Church has a strong mission and commitment to have an assembly facility in the City of Arcadia. Pursuant to the Church's belief, which is based on the teachings of the Bible, that churches should be established in various localities and cities, and church members' meetings are an integral part of the exercise of their Christian faith. The Church has many affiliated sister churches throughout the world, including many in the San Gabriel Valley. And all the churches constitute the Body of Christ. As the Church has a bigger meeting facility to conduct spiritual conferences, services and worship, the Church often hosts joint meetings with affiliated churches from southern California. Thus, the Church serves the benefit for citizens of Arcadia as well as those of many neighboring cities. The Church Property is therefore essential and indispensable for the exercise of the Church's faith. If the Church property is taken away, it will cause extremely devastating impact on not only on the Church, but also its sister churches and their combined members. They will be permanently displaced. The Agency had previously contacted the Church and admitted that it could not locate any comparable property in the City to meet the Church's needs. Therefore, the Church most strongly objects to the Mitigated Negative Declaration, the Report, and the Project. The Church opposes to the Project not only for its religious commitment, Church in Arcadia Opposition Page 2 of 8 I 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 but also on legal grounds firmly established in the United States Constitution and various laws of the country and California, as stated below. C. An Environmental Impact Report Should be Prepared. There is a presumption in favor of the preparation of an EIR as designed by the California Environmental Quality Act. The responsible agency is required to prepare an EIR whenever substantial evidence in the records supports a fair argument that a project may have a significant effect on the environment. Laurel Heights ImprovementAss'n v. Regents of Univ. of Cal. (1993) 6 Cal 4th 1112, 1123. The Dealership filled out an Environmental Information Form dated January 7, 2004. By way of an Environmental Checklist Form dated November 10, 2004, the Agency finds that the Project will not have a significant effect on the environment and that a Negative Declaration will be prepared. This finding is flawed for the following reasons: 1. Dealership's Environmental Information Form Contains Inaccurate Information: a. Item 24, Solid Waste and Litter. The Project sponsor claims that there will be no significant amount of solid waste or litter. The City should not take that claim at its face value. This Project is to be a significant expansion of the Dealership. As indicated in GRC Associates, Inc.'s letter dated July 21, 2004, the new construction will add 101 service bays. There will be 10,000 sq.ft. new service space, 5,300 sq. ft. new showroom and office, 2,800 sq. ft. new car wash facilities, 149,000 sq.ft. of new parking garage, plus another 90,000 sq.ft. of new and existing facilities. It is hard pressed to claim that there will be no significant amount of solid waste or litter. b. Item 32, Series of Proiects. One element of the environmental review is to inquire foreseeable future expansion of the proposed project. Laurel Heights Improvement Assn v. Regents of Univ. of Cal. (1988) 47 Cal 3d 376. The Dealership has been at its premises for less than three years and it is expanding at the demand of the car manufacture. It is most foreseeable that another expansion will be necessary in the near future, as manifested by the present retail business trend. In assessing Church in Arcadia Opposition Page 3 of 8 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 environmental impact effect, future expansion must be considered. 2. The Environmental Checklist Form Fails to Address Sienificant Impact: a. Population & Housing The Agency claims that there will be no potential effect to population and housing. (See, p. 2 of the Environmental Checklist Form.) The Agency apparently ignored the significant impact of displacing 300 Church members and hundreds of other Southern California I sister church members whose meeting, traveling, working and shopping patterns will be disturbed. This issue is most significant in that the City is required by the Community Redevelopment Law to locate replacement facilities for affected persons. (CRL §33367) The impact of dislocation and relocation must be adequately addressed. b. Hazards & Hazardous Materials In this age when "liquid paper" contains hazardous materials, it is incredulous that a gigantic car dealership conducting auto mechanic and body repair works will I not handle significant amount of various hazardous materials. This finding defies common sense. C. Land Use & Planning, Public Services The Church provides significant public services to the community. If it is to be dislocated and relocated, the land use and public services issues must be addressed. D. The Proiect Violates the Law. 1. The Proposed Taking of the Church Property is Not for Public Use, as Required by the U.S. Constitution. In the history of Southern California, the courts have not been hesitant to thwart municipalities' attempts to take property from one private party for the benefit of another. Two of the most recent glaring examples are City of Cypress's attempt to take Cottonwood Christian Center's property for Costco and Lancaster Redevelopment Agency's attempt to eliminate a 99 Cents Only Store to give way for, again, Costco. In both cases, the courts stated that the Fifth Amendment to the Constitution proscribed the taking of private property for public use without just compensation. The "public use" requirement Church in Arcadia Opposition Page 4 of 8 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 environmental impact effect, future expansion must be considered. 2. The Environmental Checklist Form Fails to Address Sienificant Impact: a. Population & Housing The Agency claims that there will be no potential effect to population and housing. (See, p. 2 of the Environmental Checklist Form.) The Agency apparently ignored the significant impact of displacing 300 Church members and hundreds of other Southern California I sister church members whose meeting, traveling, working and shopping patterns will be disturbed. This issue is most significant in that the City is required by the Community Redevelopment Law to locate replacement facilities for affected persons. (CRL §33367) The impact of dislocation and relocation must be adequately addressed. b. Hazards & Hazardous Materials In this age when "liquid paper" contains hazardous materials, it is incredulous that a gigantic car dealership conducting auto mechanic and body repair works will I not handle significant amount of various hazardous materials. This finding defies common sense. C. Land Use & Planning, Public Services The Church provides significant public services to the community. If it is to be dislocated and relocated, the land use and public services issues must be addressed. D. The Proiect Violates the Law. 1. The Proposed Taking of the Church Property is Not for Public Use, as Required by the U.S. Constitution. In the history of Southern California, the courts have not been hesitant to thwart municipalities' attempts to take property from one private party for the benefit of another. Two of the most recent glaring examples are City of Cypress's attempt to take Cottonwood Christian Center's property for Costco and Lancaster Redevelopment Agency's attempt to eliminate a 99 Cents Only Store to give way for, again, Costco. In both cases, the courts stated that the Fifth Amendment to the Constitution proscribed the taking of private property for public use without just compensation. The "public use" requirement Church in Arcadia Opposition Page 4 of 8 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 is an explicit limit on the power of government to take private property, as a take must serve a legitimate public purpose. A taking for purely private use is unconstitutional no matter the amount of "just compensation" that may be given. Thompson v. Consol. Gas Corp. 300 U.S. 55, 80; Armendariz v. Penman, 75 F. 3d 1311, 1320 (9th Cit. 1996). In the present case, the Agency admittedly intends to take the property away from the Church and give it to Dealership for the latter's expansion. The court will not condone any "condemnation efforts rested on nothing more than the desire to achieve the naked transfer of property from one private party to another." 99 Cents Only Stores v. Lancaster Redevelopment Agency, 237 F. supp. 2d 1123, 2001 WL 811056 (C.D. Cal. June 26, 2001). 2. The Proiect Violates RLUIPA. In September 2000, Congress passed the Religious Land Use and Institutionalized Persons Act (42 U.S.C. § §2000cc- 2000cc -1) to limit government's land use regulation power that places undue substantial burden on the exercise of religion. By permanently displacing the Church's meeting place, as well as the meeting place of members from affiliated churches, more than substantial undue burden is placed on the Church. The substantial burden is proven by the fact that the Agency has admitted that it, after searches throughout the City, is unable to find a comparable property for an exchange with the Church Property. While the Church Property is not a residence, the Church is of the position that CRL §33367 requires the Agency to provide a "feasible method or plan" for relocating the Church. 3. The Proposed Plan Does Not Meet the Requirements of the Community Redevelopment Law. There is no doubt that the Agency receives its power from the Community Redevelopment Law ( "CRL "). The CRL provides that a city may take property upon certain specific findings. One of the required finding is the existence of blight. The Report fails to identify any legally recognized blight. Church in Arcadia Opposition Page 5 of 8 In the Report, the Agency identifies the blight of the five subject parcels in general as "economically blighted, as they are severely under- utilized." With respect to the individual property, the "blight" is described as follows: As to the Church Property: The church property (a converted bowling alley) is used for occasional larger meetings every 2 -3 months, but except for a small Sunday congregation, it sits vacant the majority of the time. Health and Safety Code §33030 requires that a determination of blight is a prerequisite to invoking redevelopment. That elementary rule has been unmistakably confirmed by the California Supreme Court in Sweetwater Valley Civic Assn. v. City of National City (1976) 18 Cal. 3d 270, 277. Numerous cases have strictly followed that requirement. Gonzales v. City of Santa Ana (1993) 12 Cal. App. 4th 1335, 1342, Beach - Courchesne v. City of Diamond Bar (2000) 80 Cal. App. 4th 388, 395. The Plan utterly fails to identify any blight that is legally recognized. a. There Are No Findings of Blight. Section 33031 subdivisions (a)(1) through (4) define four bases for physical blight. The Report's description of the alleged blight, as quoted verbatim above, fails to identify any such legally recognized physical blight associating with the Church Property. In the case of Beach - Courchesne v. City of Diamond Bar, supra, the court scrutinized City of Diamond Bar's purported findings of physical blight and found that none were supported by substantial evidence. Without the requisite of legally recognizable physical blight, the Court refused to uphold the city's redevelopment plan. b. Underutilization Is Not a Ground for Finding Blight. Instead, the Report claims that the Church Property constitutes a blight because it is vacant the majority of the time and thus under - utilized. What the City of Arcadia intends to do here is expressly prohibited in Sweetwater Valley Civic Assn. v. City of National City. There, the City of National City declared 130 acres of land a blighted area, and approved a redevelopment 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Church in Arcadia Opposition Page 6 of 8 plan for a 70- building shopping center to be constructed on the site. 103 acres of the 130 acres land were used as a golf course. The balance of the property remained unproductive. 18 Cal. 3d. 270, 273. The Court held that "it is not sufficient to merely show that the area is not being put to its optimum use, or that the land is more valuable for other uses." A determination of blight is not to be made "on the basis of potential alternative use of the proposed area — but on the basis of the area's existing use." Id. at 278. The Court therefore invalidated National City's redevelopment plan. C. The Report Fails to Demonstrate Any Blight in All Five Parcels. While the Church is most concerned with its Property being taken through the "redevelopment" process, a careful reading of the Report shows that the Agency has not sufficiently identified any physical blight on any of the five parcels of property under the scrutiny utilized by the Courts in Sweetwater Valley Civic Assn. v. City of National City, supra, and Beach - Courchesne v. City of Diamond Bar, supra. The purported blights stated in the Report were all held inadequate in light of the proper context of the CRL. 4. Revenue Generation is Not a Valid Ground for Taking Church Property. Understandably, the City desires the property within the City limits would generate the most revenue to benefit the City. (See, Report, 6. Project Benefits.) Having a high -end car dealership will likely bring in tax revenue that the City would not otherwise receive from the subject property. The courts, however, have held that revenue generation is not the type of activity that is needed to "protect public health or safety." First Covenant Church of Seattle v. City of Seattle, 840 P. 2d 174 at 185. This position is adopted with approval by the court in Cottonwood Christian Center v. Cypress Redevelopment Agency, United States District Court for the Central District of California, Case No. SA CV 02 -60 DOC(ANx). 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 When the City of Diamond Bar adopted its redevelopment plan in 1997, it had a similar intention. What the California court said about the City of Diamond Bar is strikingly apposite here: 23 24 25 26 27 28 Church in Arcadia Opposition Page 7 of 8 The CRL is not simply a vehicle for cash - strapped municipalities to financial community 1 improvements. If the showing made in the case were sufficient to rise to the level of blight, it is the rare location in California that is not afflicted with that condition. Beach - Courchesne v. City I of Diamond Bar (2000) 80 Cal. App. 4th 388, 407. 2 3 4 5 5. CRL Requires the Alzency to Promote Psychological Growth and Well -being of All Citizens. Section 33071 of the CRL provides: "The Legislature further finds and declares that a I fundamental purpose of redevelopment is .. . to provide an environment for the social, economic, 6 7 8 9 and psychological growth and well -being of all citizens." (Emphasis added.) The Agency must be mindful that one of its missions, as promulgated and dictated by the State, is to provide benefits that are intangible, non - materialistic, yet genuine and positive to the society. The presence of the Church will undoubtedly contribute to the psychological growth and well -being of the citizens. As mandated by the CRL, the Agency and the City should encourage, not eliminate, the presence of educational, charitable and religious organizations, including the Church in the City. C. Conclusion. The Church respectfully requests that an Environmental Impact Report be prepared before the Project is to proceed. The Mitigated Negative Declaration and the Report are fatally defective and the City should not adopt them. Even more, as a wise philosopher has said, "Construction makes big cities, culture makes great cities." The Agency should not adopt a limited or myopic view of financial interest only in implementing the redevelopment process. 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Dated: December 7, 2004 Church in Arcadia Opposition d DAVID K. W. CHANG, Att me for The Church in Arcadia Page 8 of 8 HILL, FARRER & BURRILL LLP ff& 1 3AT'roRNEys. ESTABLISHED 1923 December 7, 2004 Via Hand Delivery Members of the Arcadia City Council and Arcadia Redevelopment Agency Arcadia City Hall 240 W. Huntington Drive Arcadia, CA 91007 Re: Morlan Place Project Dear Members of the City Council and Redevelopment Agency: One California Plaza 37th Floor 300 South Grand Avenue Los Angeles, California 90071 -3147 PHONE: (213) 620.0460 FAX: (213) 624.4840 DIRECT: (213) 621.0809 E -MAIL: ddennis @hillfarrer.com WEBSITE: w .hillfarrerxom The undersigned represents 35 Huntington West Partners the owner of Arcadia Self Storage, a property owner in the Morlan Place Project. The Arcadia Self Storage parcel is slated for acquisition. Our client is an unwilling seller and objects to the Morlan Place Project on the following grounds: The acquisition of one private property owner, Arcadia Self Storage, for the sole and exclusive benefit of another private property owner, the Rusnak Family and its Mercedes Auto Dealership, is not a public use. The reason for this acquisition is to meet the private expansion needs of Rusnak. The Agency is condemning commercially viable, unblighted property to satisfy one commercial enterprise at the expense of others. This will be an unconstitutional taking for purely private purposes. 99 Cents Only Stores v. Lancaster Redevelopment Agency (2001) 237 F. Supp. 2d 1123. Acquisition in the name of redevelopment "can never be used just because the public agency considers that it can make a better use or planning of an area than its present use or plan. Sweetwater Malley CivicAss'n v. City of National City (1976) 18 Cal.3d 270. 2. 35 W. Huntington Partners objects to the implementation of the redevelopment plan with respect to its property. The property is not blighted, physically or economically, as defined in Health and Safety Code § 533030, 33030. The property is economically viable, indeed successful, and in good physical condition. Items such a)& a present land use that is legal non - conforming or lack of parking are not grounds to establish blight. "Factors limiting a building or lot that is currently enjoying an economically viable use or capacity from achieving potentially greater return are outside the scope of Health and Safety Code §33031." Friends of Mammoth v. Town of Mammoth Lakes Redevelopment Agency (2000) 82 Cal.AppAth 511, 554 -555. Members of the Arcadia City Council and Arcadia Redevelopment Agency December 7, 2004 Page 2 3. The City is scheduled to approve a Five Year Implementation Plan (2005- 2010) for the Central Redevelopment Project Area under Health and Safety Code §33490. With respect to the Morlan Place Project, the proposed Plan lacks substantial evidence to support the Plan's conclusions of how the goals, objectives, programs and expenditures will . eliminate blight within that project area, and specifically fails in that regard with respect to Arcadia Self Storage. The Morlan Place Project area is not blighted, the Arcadia Self Storage property is not blighted, and the City has presented no evidence of blight using the legitimate criteria of Health and Safety Code §33031. The property is being taken to meet the needs of the private auto dealership. It also does not appear that notice identifying the Five Year Implementation Plan as being considered along with the Morlan Place Project was mailed to affected property owners. Very truly yours DEAN E. DENNIS OF HILL, FARRER & BURRILL UP DED:Iar cc: Dan Braun HFB 566450.1 D3274001 To C it11 CGU�)C, 1 of {,Uck6,k0U r1N NGUV\e IS 4 �llwg �1a,�nr C\n� °v� . ± ln�a�d - tht , ,t -t\ <e C-� c �etv�wi�n� �S C'lUVlv�tvt to rc�e c\n�a CUCC�n Pcot 1 �v� AccNd,e.. i C,.vv� �r,tll,ng <\nts 1eiFec <tl axPtNSS Mme\ on ��cc'.ov� �n,s gcc7�v;c rt,ov� . h4�� rt .� e �,gti� E'oc`� GSScv�nlc>1y The C�ove'rv�rn<,nt tS ti�Kv�o� o�aa.� oind f,gv�T tl�r� Gcqu��ed� tV�r ch��tch pcoPEt tv1 �^ Accord,v.. I '(11eNt wvm <�ne Soav\tS V� iitcadlu ! bellevF cane Cti�ntth �v� At c Uc�.o. ,ncr vw�e\ v\ tl�e corr\v�nuv� , hvt a \So Pe bet Jv�o ove pcoleCt � �� Pccc.d•a $ECENED l levnbec aI� AtcAA:cv, DEC c� � � �` k21sfoV To one CG'S" Cou 0 c'l 1 o F A jC .,p(i° : nay # i s 2e(Oeccu CG�en. T mc¢ Cn bhp Cti heaped - khal � t L4(Cr) , n fj rccgc(& Q . � L do M od- ov,ccnn�� { k�r� a�..cG7 Pro Fmk 4(n)5 (kcfc� S6wc--1 do S o _ �� � ✓e r �rf d ¢ � he (Li i }QcJ Sf 3 ► awe t n t 6 "� Is0 g v V2 cn,rn¢ �a Ysh� loge 11� Places +0 me e c� A�,cf,C, We �r p�j&ecC - �'VIiS rl+ RECEIVED DEC 6 2004 CJTY CITY CLERK IA • RECEIVED DEC 6 1004 �. -- - �w,���a�s -,rte -� �— - - -�u� ��. -- --Ap/ A-L-71-RS-�s- 4ia -, --- — #1 k war C&4) 41446 rt r,� _ ^__I -_- -_- -_ ____._ - _I -- - - -- -- -- - -- RECEIVED • DEC ° 6 2004 6 CLERK IA Dec onk.- 2, 20oy C&wIcl n a h vc, _r/ t ti ( C j iy� c�_ /4C C� o� �ti_f y! _ � g n q �•f �e�!'�Cefi�y�S ral • ? -- d-- - _ . Y� /P4I't — - t vePwd ��t w ay vt SCt +i ucwll� -{ - - woul d L _ JCn� w — T t t ----- - - - - -- -- - -- - - - -Jo - - - - -- _ _f - - -- S �ncr•� /� b i .01' 1+ .`..:C'.?`• J j °)1`i J•�0: =r .IaJF ,� y, Y 1•..1 , '';i1 .0�, .� \ �;� �,aJ N ° tti � � i'J a � :�� ` :1 I �� 1 J� _ — � _».__ '�� .. --- -- '^� .f' - _ _ f Lh�� w�: 3,:`�-rd t --� . i • -L' \� � 4 � . _._.._ —_J1 ,rte! \l l . h �---- --- - -_._. i 12/07/2004 13:34 6268553719 VALLEY HIGH SCHOOL RECEIVED December 6, 2004 Dear city of Arcadia Council Members: DEC 7 1004 CITY OF ARCADIA CITY CLERK PAGE 0 2/02 I the environmental impact report item #17 Mandatory findings of significance Y1e; -i es ­noes the project have environmental effects which will cause substantial adverse effects on human beings, either directl_/ or indirectly ?" The report checks u:f tk,e box t hat :,ay°. "Less that. c- _gni.ficant impact." This is very troub?.esome. in fact, this eo7!,rc m impact report fails to address the public service impact. by the Aruadia C.edeveicpaant Agency agquiri.ng and re- selling the church property, which is a public =ervi.oe facil , : +ill create significant impacts to the community members attending the church, as we'll as future members, Not d--cc the environmentai impact document fail to address these impacts, bat only - fails to propose tiga t ice meat' -res to minimize the impact of not having a church to attena by the community members. One of the mitigation measures should he to identify the new location for the church to be relocated, and this should be done in agreement with the church and the community members. While the church leaders said that relocation was discussed with Peter Kinna.han there has riever been any follow up. Furt::ermcre, the environmental document must evaluate the impacts of constructing the new craarch a. 4 the new location. In regards to traffic, air, noise, etc. And , the environmental impact5 are cleared, _. the once the new site is Selected and . Agency should be responsible to provide adequate compensation to relocate and rebuild the church. in Summary, in the environmental impact report, the Arcadia Redevelopment Agency has 1, fe to address the environmental impact of the loss of public service to the commanity; i. failed to propose - ,ritigation measures to minimize the impact of not having a a church fo attend by fine Co1C1CUi +ay mem.^,ers such _..• • Where is the location of the new site? • How w the church be relocated: • who will pay for relocation? • Are the community members satisfied? Because of this. the Citv council members cannot certify the environmental document associated with the proposed redevelopment (the Morlan Place Project) . Sincerely, ® Michael G V6th Member, Church ill Arcadia, 2 i Mailan Place, Arcadia, C, RECEIVED WENN & SOPHIA CHYN DEC 7 2004 OF AR 4612 DALERIDGE ROAD cRY CITY CLER CITY plA K LA CANADA FLINTRIDGE, CA 91011 -3721 DECEMBER 6, 2004 City of Arcadia 240 W Huntington Drive Arcadia, CA 91007 Attention: Vita Tolman, Chief Deputy City Clerk Morlan Place Project: Challenge to the Initial Studies and Draft Mitigated Negative Declaration This is to challenge the Initial Study and the mitigated Negative Declaration of the above proposed project. The draft documents, as presented now, fail to address the public service impact that is required by CEQA. By acquiring the church property located at 21 Morlan Place, which is a public service facility, it will create significant impacts on the community members attending the church. The environmental document must address these impacts and propose the mitigation measures to minimize the impact of not having a church to attend by the community members. One of the mitigation measures is to identify the new location for the church to be relocated to. This should be done in agreement with the church and the community members. In addition, the environmental document must evaluate the impacts of locating the new church at the new site (traffic, air, noise, etc.). Once the new site is selected, and the environmental impacts are cleared, the project proponent would have to pay adequate compensation to implement the mitigation measures, relocate and rebuild the church facilities. Without all the impacts addressed and mitigation measures identified (i.e. where is the new site? how to relocate? who will pay for it? community members satisfied ?), the City cannot certify the environmental document, or it can be challenged in court. Thank you for your consideration. We look forward to hearing from you. Sincerely, -uhua Chynn Wenn Chyn / RECEIVED 31 3 7 Eve J%h AL-- DEC 7 2004 r� CITY OF ARCADIA C/) - 7o CITY CLERK U A rcex" CON rI n 1 cA Lvr/1 l7'L r ,I 1 1=1 m �j Y�pCp+ Ckln Yc-4 4 ►''a Y�I7 l" dip f�l z ICJ� ycw� G o fie �z Au g , /�rcac�a ��` d� Aycao/ti Zf ��t� �" ��, iii .�� �/��� ✓�����j� �s L7f� e 4 7 Arccl �P A Z. i� z RECEIVED 12 _ = DEC 7 2004 CITY OF ARCADIA CITY CLERK Y h� / K C qL ct L C 9 �� J�� ; ' �, 'rd5E�e- aIA KcUe l 'a 1 9 _ _ e Ze- Y- CWCL �° Diane Liou 1422 Louise Ave., Arcadia, CA 91006 City Council of City of Arcadia c/o: Ms. Vida Tolman 240 W. Huntington Dr., Arcadia, CA 91007 Re: The Church in Arcadia 21 Morlan Place Arcadia, CA 91007 Dear Ms. Tolman: Nualo ALTO VICIVOI V d0 A110 h001 L 030 aaAI aaH 1zfS/oc I am the citizen of the City of Arcadia and a member of The Church in Arcadia. I understand that the city wants to be prosperous; however, the quality of people is the key factor and the first impression to represent the city. We have to evaluate the value of our city and balance it. Especially, City of Arcadia has many new immigrants, and with many new Asian immigrant young people without parents being with them. They need the church to support many parts in life growing other than material side. The Church in Arcadia has located in current address since 1996, and members has increased from 30 to more than 300, especially the growing of the young people and most of them are those new immigrants. Since they got nourishing and enjoy the church's life, they bring their classmates or school mates to join the church. Think of this, if children grow in the church, how bad can they be? We all know the answer is "They will not go bad at all." Because Lord's Spirit will direct them in their daily life, they might be naughty but won't go wrong way to be the trouble makers for the society. And we are the children of GOD, we have God's life and natural but without Godhead. How glory of this. The Church in Arcadia is not only good for the young people, but also strong support to the families, and seniors. We have to see the invisible contribution of the church in Arcadia to the community of Arcadia. All the parents in this church, they all have different testimony for how their children have been changed since they join this church: It's so shameful to tell a dishonor story of my family, but is so glory to testimony the resurrection power of Jesus Christ's life through the manifested of His church. My Mom immigrated from Taiwan to the US and lived with me since 2001. She was a smoker and alcoholic. Every day she drank about one bottle of liquor and couldn't stop until she was very drunk. She felt bad and miserable about herself; and she complained everything, everyone around her. She made her children crazy and felt hopeless and wanted to run away from her. She had sworn thousands of time to her children that she was going to quit whenever she felt that she was looked down by her kids due to her drunk. But with her weak will, she could not overcome it for more than 20 years. Many nights I slept with tears, I cried out to the Lord and even bargain with Him that could I Page 2 buy one way ticket and send her back to her hometown? If not, Lord please changes both of us. Whenever I mentioned to send my Mom back to Taiwan, my phone rang many times a day from my brothers and sister to comfort her and talk with her how bad environment in Taiwan, etc... and the purpose was telling her that "DON'T COME BACK." After joining the church in Monterey Park, she quit her smoke in May, 2002. But alcohol still bound her tightly and that bothered us the most. Whenever she drank, we quarreled with each other. In the beginning of 2004, we moved to the Church in Arcadia, she felt comfortable to the church much more than before. She is willing to fellowship with senior saints; and join not only Sunday Services but also Tuesday night's prayer meetings. Thursday morning senior group bible study in the church facility, Friday night's family meetings. The truth of Bible has been opened to her through the teaching and fellowship of the saints in the church of Arcadia, she was enlightened by the Lord and she started to prayed by herself to asked Lord helping her to quit the alcohol. Praise Lord's mercy and the church in Arcadia, she finally quit her alcohol in June 2004. Before, I cried out to the Lord and asked Him why He gave me such kind of mother. Now, I pray with thanksgiving tears to the Lord for give me such a wonderful mother. What a miracle changes of life. What a truth supplies through the church in Arcadia. Now, my Mom preaches the gospels to her friends and young people, and testified how real this God is. The Church in Arcadia is really a treasure of Church and it is the blessing of the Arcadia. away God's presence from our city, Arcadia. the city of Arcadia because God is with the It is a very important that we not to take Sincerely yours, Diane Liou Member of The Church in Arcadia December 5, 2004 Arcadia City Council RECEIVED 240 W Huntington Drive Arcadia, CA 91007 DEC 6 2004 CITY OF ARCADIA RE: Morlan Place Project CffyCLERK To the City Council Members of the City of Arcadia: I am a member of the Church in Arcadia at 21 Morland Place in the City of Arcadia. I have just been made aware this week of the city's proposed Land Development Agreement with the Rusnak corporation and the Arcadia Redevelopment Agency. I understand that the agreement involves the acquisition and resale of the Church in Arcadia property. Upon reading the notice of Joint Public Hearing before the City Council I went to the Arcadia Public Library to investigate further. Furthermore, I questioned Church leaders in the Church in Arcadia to better understand the history of the Church in Arcadia and any dealings or communications between the church and city officials. Because time was short, thorough investigation was prohibitive. However, I have concerns, comments and arguments regarding the procedures, use of law, and overall determination of the Arcadia Redevelopment Agency ( "Agency ") to proceed with this Land Development Agreement (LDA). As regards the invocation of the California Redevelopment Law by the Agency, there is a failure to adequately address the "Fundamental Purpose of Redevelopment" Section 33071. The purpose is as follows: 33071. Fundamental Purpose of Redevelopment. The Legislature further finds and declares that a fundamental purpose of redevelopment is to expand the supply of low and moderate - income housing, to expand employment opportunities for jobless, underemployed, and low- income persons, and to provide an environment for the social, economic, and psychological growth and well -being of all citizens. In the instance of this particular LDA this is no expansion of "the supply of low and moderate income housing." While expanding "employment opportunities for jobless, underemployed, and low income persons' is addressed, it may be argued that increase of 75 jobs as stated in the LDA could be counted as a fulfillment of one of the goals. However providing "an environment for the social, economic, and psychological growth and well being of all citizens" is actually not addressed, but is contradicted by this LDA proposal. On the other hand the Church in Arcadia actually addresses this aspect of the fundamental purposes of redevelopment on several levels. I have been a teacher in public education for over 17 years and have attended various churches for over 23 years. In all my years and experience I have never been to a church more committed to the education of its members, and in particular, the education and character development of the youth. The success of the Church in Arcadia's character development and youth education programs is evident from the first day you may attend. The Church develops citizenry that are socially sound, economically enterprising, and psychologically adjusted to the betterment of the community at large and in particular to the well -being of the community of Arcadia. Furthermore, I have seen first hand the result of lack of commitment to youth. Public school students that don't have the parental support, and/or are not involved in positive social groups tend to turn to non - productive and even destructive endeavors that may eventually lead to crime and institutionalization. These are the kinds of problems that the fundamental purpose of redevelopment seeks to address. These are the problems that the work of the Church in Arcadia prevents by its commitment to continual education and character development. Moreover since section 3300, et M. were cited, I am compelled to address other areas of the Agency's use of the California Redevelopment Law. Section 3303, "Declaration Regarding Inability of the Individual Landowner to Remedy Blight" sates: It is further found and declared that: (a) Such conditions of blight tend to further obsolescence, deterioration, and disuse because of the lack of incentive to the individual landowner and his inability to improve, modernize, or rehabilitate his property while the condition of the neighboring properties remains unchanged. The issue of "improving, modernizing or rehabilitating" the property owned by the Church in Arcadia has never come up between the Agency and the Church in Arcadia. Discussing this with Church Leaders I discovered that the Church completed its mortgage and owns the property outright and is in the process of redevelopment plans. The Agency has therefore neglected to investigate and address this issue with the Church and its leaders. But by invoking this very law they are bound to abide by this law. The Church is demonstrating the "incentive" mentioned in the law. The Agency is seeking to bypass an important step to fulfill its redevelopment guidelines. The next issue in the Health and Safety Code I am compelled to address involves the impact statements that identify an economically "blighted" area. I will state the sections and comment after each. 33035. Declaration Regarding Impact of Blighted Areas on the Community. It is further found and declared that: (a) The existence of blighted areas characterized by any or all of such conditions constitutes a serious and growing menace which is condemned as injurious and inimical to the public health, safety, and welfare of the people of the communities in which they exist and of the people of the State. The Church in Arcadia does not "constitute and serious and growing menace which is condemned as injurious and inimical to the public heath, safety and welfare of the people of the communities in which they exist and of the people of the State." On the contrary, the church contributes to public health and safety by its development of well - rounded citizens that contribute to the community. The church emphasizes the personal responsibility of its members, including adherence to Bible teaching and public law. (b) Such blighted areas present difficulties and handicaps which are beyond remedy and control solely by regulatory processes in the exercise of police power. To address the Church in Arcadia as a difficulty to regulatory and police power is absurd. (c) They contribute substantially and increasingly to the problems of, and necessitate excessive and disproportionate expenditures for, crime prevention, correction, prosecution, and punishment, the treatment of juvenile delinquency, the preservation of the public health and safety, and the maintaining of adequate police, fire, and accident protection and other public services and facilities. Again, this obviously is not a symptom of the Church in Arcadia, and therefore the property does not fit into this mold of "economic blight." (d) This menace is becoming increasingly direct and substantial in its significance and effect. Then; is no menace and therefore no effects. (e) The benefits which will result from the remedying of such conditions and the redevelopment of blighted areas will accrue to all the inhabitants and property owners of the communities in which they exist. If the agency continues in its proposed direction to include the Church in Arcadia with its redevelopment LDA, the contrary will be true. The community of Arcadia will suffer the loss of the benefits of true character development of its members and the additional benefit of bring others into the community with the same goals and standards. Time restraints prevent me from further addressing in detail the lack by the Agency to actually address the issues of economic blight as stated in the California Community Development Law, section 33031 (b). But none of the 5 descriptors that define economic blight exist at the Church in Arcadia property. It is evident that the Agency and its consultants have not been thorough in its investigation and subsequent plans regarding the parcel of property owned by the Church in Arcadia. Now this is a crucial issue as regards to the law of the State of California. The Agency has used the issue of economic blight to justify its reason for proceeding with its LDA with the Rusnak Corporation. But since the Church in Arcadia parcel does not fit the descriptions of the lawful definition of "economic blight," the property cannot be included in the LDA. The LDA asserts in Article I Section 1.1 (Purpose of Agreement) that properties in question "display a number of symptoms of blight" and that this project assist the community in "eliminating the conditions of blight." Furthermore it states the project "prevents the spread of the conditions of blight" Finally, it states that the LDA is in the "best interests of the City of Arcadia and the health, safety and welfare of its residents" and is "in accord with applicable state and local law." I can unequivocally state that the Agency has not adequately demonstrated the parcel of property that is owned by the Church in Arcadia at 21 Morlan Place fits the definitions of "economic blight' outlined in the California Redevelopment Law. Nor does it address the benefits of the Church in Arcadia to the community at large. I therefore urge the city council members of the city of Arcadia to reiect this LDA proposal and any related "Mitigated Negative Declaration" proposed Thank you for you r attentive consideration of these matters Sincerely, Michael G Keith Member, Church in Arcadia, 21 Morlan Place vvve s RECEIVED DEC 6 2004 6 mCgCff is j'(Vit^j hev h-o-em I �i j v\��tC�fii vti� 56AI1 j k6aSfte Avt4 .fie 6c(nLASe- P- k,t cfar �G�1 i5 �5 ���1 o qll S�jvn s i V\ u5e-, 040 Wl2 i ✓i �c (j ���� S� a`���r�� ev2� �r5o✓1 1�rC¢�io1 ZR (o��rAS�, ike cfar 0 O moo' e 90 11Q -re 50 l Oct 05 u5e-, 040 Wl2 i ✓i �c (j ���� S� Q9'ASi C?u (- fie�5. (7P., � , 2,, .{ �rCwcJi �g C.TnCr �t�iv�e �U l ie Ct,✓yGt Vv -O rLt l ivy � o..bJ U1�' C t v 1� CI.S �l ct //.3. -- �- (.. -�.. /���IJ✓`G.p�W✓tCC:, -�-Y �'�.ct r cllSy'L'.Q',4.y,.,�' �1n -u� 'S RECENED DEC 6 2004 CITY OF ARCAWA MY CLERK `G `r RECENEII DEC 6 2004 Trod �1 tZe w ✓C L d �'l CITY OF ARCADIA CIiYCLEAIC `T / v`< TZfx�i Jiff" �d�i UP G/, T, s 6IJ G Pt S l a �ofl� 461,lr T;�I IF 0o�c 1 2 7 Geri IF ids OF 1 ! 5 (Gf z V 4E3 .4�41 77 Z87t S Sfrve CGG��'�f%Pr�, Cam. ,e� 4 -- rc, — T ku o f V (wo C ( cy CfiG G Cc via. J RECEIVED DEC 6 1004 CITY OF ARCADIq Cf1Y CLERK l) � QW � fie ouev a ak y11�it ey. y fiU w c � . VLt� T atr 14 0t-�) k l 0� u oo( u � � cv►� -e-�- ��� ..e� -� � �� m � � � cruet �'-�- � v (o A,41 Cyr Al U t_oi, ok P eat 0# %ter T�e 4vCa Ufi ti�G�L lS RECENED y DEC 6 2004 CITY DF ARCADIA P7 / /1OJn Q (� p �Y G� �� d f G�i�G✓I�rLvl� �j�f ��y� �o S ��yQ love Su orb' a� ,J vVQ CO✓� h%tioc y /�v -F� vUY �H' -�n�s �p Cam T� o s'�Gye o�tY a pY7 o210if , 7 S S�i;,�fvrc� Y-�-G kl es; is l aY o orb l l-ngfiP n � YG�PSS TL Yovellkner� ,S YS OLIIJ n -f 4rke 6 )v-t , / oar,"ferHef 'I v � be cawe _o ' f-/Le O? 1�7 ecokin rh,`L deke(;pX Pr t (/ve o Q Np7'e. 70 11h7 / �ornrHUr'; y Sp :r�3 rS Gs I'A V,'r as f1e lVa40 hc� ss ee..rk d `ion + e �� hak,.e ctvwy �anr Gds, ��L/ -T C,t ec unuto� Arrad'a. My Huang. I m a gr - that goas V 1:ir6t Avenue Mlddta Scnaot in P�rQfda.1 have hea21 - ti �� �cu went to -te�,e church bL-Wdlnc on 21 tvtorlarld Plain i6r c5 'F�enz carcf lC5'a- = do noragret wirth ycur logic. t\kwq crtt would rimer have a churzn t a oar_ PLVe qo To church more often la - buying a fir. ple corrSrcier letter. The 'Ch irrh ie grr»rr . More meml erg are j orq. - I didK+ - tn)nk - hat t^e govt - mff\cnt could fbrce us cf and - tie " Crurd)b p z� rrar>�(. Money I f even m' r`9,y� know. f a year ocp, a rr6n wffr - CU reloc61e cr _ A rho") later, ire - 38M min called an�I-tad -the b-oi� he eauldrr+- tO d a fie. eve Never heard ' him BQa'In o�nt I r1UW -`the CAO:h�rve� as a Place where the Ci 6'1 funs can m till morn rs Of -j r,- Church � 4�r��d'� cd wa,td tDedeve�t� ; f � cons ae� �r n aca�nend Kea"w n� e app °� yG r PI2n Member,Cnurcnin A clla art a c tl�e� of RECEIVED f DEC 6 2004 CITY OF ARCADIA CITY CLERK Ut\I C+ QACd of Qru�d a; L am s�no c`c� d A\,,, Ale,� tit � of �r cosh\ A aY� (NCz * �.\'n-� �` #I (1, Gh 0� Nrcad \t% A'o 4h\P_ 'o.5 -S \'� AL \\ CAVAn \ N) (� 1S econw t r_ �p `1<,Y1'�' . *)K t\\e G�. vrc�\ goesw� `�\4e mor,zi t i' o e- C.*\1 ; 'J\r `` ho.1 a'Tti'n aY\C.1 o\ Ge,nke Y9 1} %s O. ?\ 0 , G2 4 WOrSY\'\ TOY G nr\s41pr\5 . \h mez�N%N J s p 4 � l l AGe ` A '\Y) 2 1 �r o\OoA Sr. , \S oY sQ�r \tva, 1 w\ crsi I \ Curf¢v� }'Y � aM a SaNd2n� a� vG' Zvi Sk ��� rovn e eV el W e a k 'ro S¢rve (c _ th2 y0vng �eop �h \s p�ac� �qS NN t, So hod a vrea�r p�acQ. +o `oo� At, �vk X115 IS Q e�ace veY \/ G�oSe.. {o NrAq RECEIVED DEC 6 2004 S'Ir\cerety CITY OF ARCADIA CITY CLERK U WNZ"GY In 4h4L I u �h� e hur�h 09��l aes tro o L � 4 cYe, - n � Sr i rg pe°p he rn-e., W i''�� y,1�" prO ���}Yi�� -Dm L j . a 1,e chu P rDfe/FJ , 9 �m Pre �\� s �r� ham - was UV some in� 30 �Yn�� fi sq } h e, � p 'IS +k fi h a v&n� " RECEWED DEC 6 2004 CITY OF ARCADIA CI YCLERK 9 00 d f ri erd� They each fa u �h� e hur�h 09��l aes tro o L � 4 cYe, - n � Sr i rg pe°p he rn-e., W i''�� y,1�" prO ���}Yi�� -Dm L j . a 1,e chu P rDfe/FJ , 9 �m Pre �\� s �r� ham - was UV some in� 30 �Yn�� fi sq } h e, � p 'IS +k fi h a v&n� " RECEWED DEC 6 2004 CITY OF ARCADIA CI YCLERK Ta -`!e Giy C-n&l 0 Aca aN� RECEIVED DEC 6 2004 CITY OF ARCADIA cmr C LERK �' Fume is z e", //a c tO /fie 7GleyfZ�I2 _�7fJlZ� [�l�iinu v` oft/ y � 7 o�on �avcyood Z5 /,5A 1041,ound Te �I�ur�G� Gte �� f�ie� �vc� - �i-ren ds acrd su r OK f- / e one 0 1 cvns1' a l e y - 7he- wi 11 c-cMe MoKe fLt�tYC YYro) e //� ��cCrc�j j 5v /Ze G�iufc`1 �tivrld 6e gyr�7w 177-0re BYOV f d vl o4 he, l2Ss Z fhlh kp t 17 -,b Make Vm z cohrl�r�hl A / d;� hive Mall ' 7 0 1 h or hoS ct z ofm -Z -�Zr la� A RECENEH MA To/m?r, cfyl�i CIA ) C, � 2 C 6 2004 GHQ C!v1� ffYCFARCADIA CITY CLERK J oe 1� C� 01'�e fi - l i 6P I AAr-4 qioT 7;,iz/ dhA" Q , 5 L -j VI 110 .2 1 ell- i4elt w� w.L CA Y%, I- �o a AdA 1i to w JV 4+ cam. 444 0I^N-�^ ao,.- :Lj w � +�;, p 7A,,- i . l fn/� CWe {o�'cec �Se �y; y a; bv/// Z s7Son� /yrs�e� �/fh r/iL �l��o�z� a���sifr our r4 1 lee f r �� h all /ac� �� � /�IG�I��h _ :L �iQ4I � /J7eey127 /eiz 7 Y o�ayf 7 years Ax / L?r -l e - c f �Gi /clia� wr Off /y'ye 4 u717-1 �41 dl xe h1ne, If a�o /mss f� e -- <:7nc�/ Me elllheli 11 i AA Al cif � co-( 6( �/c,-( 4q �qpy �Ii ivi Xa t rl�lil ice' mee/ and ( reatctc AS, WA,4a RECEIVED DEC 6 2004. CITY OF ARCADIA CITY CLERK 1tECENED DEC 6 2004 ID City Council o� Arcctdia GI7YOFARC J > CITY CLERK M� na"c is 'Debbie Tc) n Jc and i n the- `�fh q race • Z go fo the ChurcVn 4 Arcad i`a ever UY)JGLj to r. aorshi� w,fh rr� vv � C(V)d 01d Cr Sist ev Please dO - +Q { CiCOO ® (-tir cv,uf6) ii's whevr- Z was bDiafize - 1 I �ave been Chi n�) to - tklls Ch(ArCh smce-E was Dni(� a L�car-_S olcp,ancQ havc cyew up in i t, O� church v nut boK ve �'rctf ve"� irnpr f an+ to cell of ws, Z i I "s tGKer� awav� - �nprvl US, we wlcP al.( be CQevgSfcy + ecQ. - f hearcp fbgq _the �rnnoen+ is�'f co��oweeQ to O.er iE -e la1-J a ct ekuA cC , qnj if seems 1i 2 go��'n�/n+ IS �k�nr, (� the (and � +vt Ch Lkv& -br tT rr o(Aiv) pr DE S +S, fhcm�k �DA vy)q3 ''nave "6c>W COGLQ,,YnS -tCO,Vlease c P CV Yf - FeOVr Down war chCAYCk, 3f'S (/n PIocc r all US Chr) r S, 7 ha Ue beeo a wem her c n is Ch uYc h S; nc e a GUS a baby, ar) d i f's alM Cc,F i K7C U secc>Y,cP ho F vy q�" ". ) RS,X Please dc)n't -f eav d Dw �n o c. r church !, �e cae� q Sando- P V "/, T Dec- 51 RECEWED DEC 6 2004 ,�f ,/ CRY O ARGNDIA � ( a � � ��e � ,k �z�\� J- c 7 J4_ O_f4i:� eui Hze Q1iC.r lam $,`x d�S L +1e- Cra+rc. � ✓�vC- b- eco,.r,� � � A_C,4 16 VI tKo �nC2 aT JwiL� Wei is Vey/ rtMp4 U5, YKu p y-e E�y j P LC u ,3;�ia �/ 1 � I 7 `u3 l�j I;r_ a pvrpl05L, W� L Ci �(� 205 CtvQ ivwR/� olti Ya-L '11 5 Cal+ Y�vK SVGL asl Z I , 5�r� I tt� . q , IV p Q Sv 'te 5v r ` corK�vy��ie Y _111_ ` V T_ o-wZ bwz L��yS W\"^� p� SprY' /�raga J q l v6rAk ��v i s7 ��e�l US 7r�e, � ;2 67l �U5 I J Gvzei �y/�y /rt 1 rr�1L > r �. s, , to MOA (oncQr n RE C EIVED DEC 6 2004 SQ �OECRCADIA 'f,� and al t mQ spi ti tuctl Y'O4fQyQ of rrs cltjzt�s. M� fDrn Q j S 1 v 1 q nd l naw �2QQO Crt - MQ cw rch w zl Mir `yin �IaCQ fbf PnorQ - rlon SN �tYS . ThQ G dQScriVQS our cvlurch a s on cconom'icn) bi iQht , bol unL i (�-7,-Qd. TY)Q S00tS MOQ-t- Qkl and a cal W-rion of - tV ro mQla - MfOugy)D� th Q wC k al�d 1'lold clad YV�Q i �o�c . To dQMC)ll s�) phis Wi {dtr -rho X00 eQ000 tv)ot ottord f�x COOrO l QhcQ. - mQ atl,A of Arcacho con fll i c-r c tnQ i3i (I of �2iqhts stotW in - OV CC()pfl ion. pMOY)CU , cn 1"Q sUKOCQ, provers to \---)Q a �" CDjn -+rq. MtV)Ough *�Q gt►�CM Of - �v UOr Qd S -tats now has - to w�a go-QrnmQn - fir ht ac�insrA tyl it ()On h�iMon i�i�hrs. Alwlio high CVjCO\,jracda Ul� -to bQ VN(A00 (n Comynunitq . T('i s char ch )s MIt OC -tom Zt dQtQ in which W Q cov) QMDC c w - f1om IN dai►L ahil C)q (WcQS 1^, cn aDjy�fQr• VV OWD vp�X' S'Juc ii d a CnQFV con d I CY 1 �v \Jc(C'QS of - M ©-e *\Q chu (Ch . V-OW r i hon \Co�: lyJtu q cvr Dwv- me IVldo t gOl coS of a now car br dbtdin O)WQLA Isew t "bCoutipq" upAv Ci q. h i s �� Choi Co �o loQ V� r-t of in s It r Ci cCei wags I " Y o()� bcv �Y s RECEIVED DEC 6 2004 cf y OF ` CADIA W4mjZ s L c, ce, . ,C G /f vai"k e k G6rit -e C� �ue-l- CaA& �ik� ! f To V*W) ik maq coh(kr1) - 'm ccj mt( j o on Vog MWS oe C1 cit o� k)ae uivo mats) mve twa r(ght to freedom. op wigi W - Tf the c�� j a fihe coUnc(l to away z( Mort M ca fiWk +OK(Txg away our )NRp.dom 6f rQligt bh and owl .4 ( fT dom tf aswy q . AS \PJz (Ac -)t(fi led fo tWX r[ghfiS. T never NcvA ham *Ujj�� Abe govkr�T%w a n d oh ml wbuLd Aare awq 4N ch ON -� ckk m009 >aa a" wgh jS 6� us e she sa6�Q Ad -U dh si w � ��e -1� � q mm-e tS 6, pai Nui �,� ay► atKO (m Ar cad t`a M s cwool may thini< 2t aca W ou c a v aa A-6 d sotqrTe u�cfh � `� have aA�Khdpd u� phi S chuNGtn SAnaag ar bad ihon� are, a�s6 1r1,Utv�, ��ec�'a �,��fiS h-etd hers, �re�r� 2 -� fii► S a year ChM Lr& CW9 y�ac. ? mQoog dearcy O don `k - ma , ova RECEIVED S%02c = �QO,I tlul �U DEC 6 2004 CITY OF ARCADIA CITY CLERK ao�) RECEIVED DEC 6 2004 cmr of ARCADin CITY CLERK d;aoV 4 i1ik MoHh- e )'ovemmeki - -kvaf ally -(- make o v6v k c&sdw y Of ch W1415 �a r wao tey, . L I' � ou � coY► s 1�Y10 1 ��� 6► � kM C�'(e 0 LA C� OV ( k � CAM hJ09a O� c- roYYlMG10Ry Vve k0ovM +e reorte 0111 my I'H ai Dave gr f0I- , ttW 6WS d�CAMV h s, Z�- wi a y s-ZM jrye 01 CO P" c I's cAukc(i1i Ye VY rVereO14SOLD US Ottl, m hOtve U� + °' f C)� c�tarcG 9 UC)t�aW vlow PkOU { o r aC r a i'plpl Wr�� �l�a 4f, v?Souz-e fv fM p4ve i Je 90'�A s���i c, ( YvMowWy CAM ( OjVpj E , V "- Vn ( VC1 1 f .eS av,d(gOW+O 6e Un h`�h +, hOfVS + Y -pSpAs %bLe, - ndr of dc (A S (a rl Y�'hev laene� wMWV, vr� w` o VS b.-o h9 e +h tcS. 0 (4Vc N6� okidtY (Ah 1lZed. Our (h(wch a rl c4ce warepe6pIe d pla(e e4,'(I a Con (nc�ive moo ofmal ,'�mpnve 0'Ar 9'Ve t4S Ac)0 -. �A , cn vwc�ek v�fii f Za9�a� Colin 01 p pl y h ✓71 °'vl y o+ f- rMb bu0 � peop('S a s r�,,e(l, IDLeat;-e coo v)v� r��3v'U�} 6U1' 1.acefv( wbrskl�p � hoLrmorj y oil t �. Z a peoit� ot4rchc4rck 55 v\ray WOVeVa(Oo�Ok+OUs +AOlk, ( (a( e vek- Ise +-o R gsoork. 5)1c erely, ( a "m1:2,ero+teArcaclia RECEWED DEC 6 2004 CITY OF ARCADIA ­7 CITY CLERK s / 1 � (f c RECEWED DEC 6 2004 CITY OF ARCADIA ­7 CITY CLERK s CuYlG ( RECEIVED DEC 6 2004 / C ene gas r� .� ac+cC �f �(�se �erss {1 vt �,rce�w u, a+ es P" � J LV'4 0,44 6As C� CASe ri c CetA �e✓ r a�1� : J 2� ✓ "Viv{. ��.oU / o� cv�C�Z 1601 RECEIVED DEC 6 2004 CITY OF ARCADIA CITY CLERK l �n a RECEIVED Quo e1 l v man DEC 6 2004 CITY OF ARCADIA I CRY CLERK ckurck has 610 a �oc a cal Jea,erskip- church i� Mor- t s e �,e r) �oLe, W CO �e s co,r - a Ike, t yw re Peop S.11 Coss, -the. people- bg cars. WhLch mexs more a�r✓ po ( \ �j 6n _ -- Th ako-+ t� env�ronmepq_ J i n cered T knc, -A� n �-to Togo ( C J 0 l/wLt2V1 , TIVe d Dlnt ULAf do 11A2 .624 J OW c t', vc� mo 4 MeA RECEIVED DEC 6 2004 CITY OF ARCADIA MYCLERK �\-) m"W -S � , /o, I u RECEIVED DEC 6 1004 CITY OF ARWLA 9TY CURIC Z4n l6 yews— C , AAd z go to %,,L"'bma G��� C, Ivwe -4 -re has} jfcrv. T cAw k�U Uft q(A�4C, f� ears C�o L lemzy)e TV) VII Om6 , n ✓ x Kt CG p c ti PM S A rp 4 y Rl, ,A n v�Rs d ��td Gss >oiy. z was SV hec,re CA 4 AvoJU « fGk,) GwO� y q v`ae ttq HwQ,N {� a d- e6 I t \JAW G- o, sTtir"XoL and cUVn oe e� n \v R0 h j P> Nj, TCA\I - Mj OvwU) u Nee:i�} 1 A war \1 a�ck mU)y Pv(4iU G, 0st� s' ��QGSR {Zk CMS � s , �p J _ �'�i�uA R�JM� Yl, l 6� owe.) f vv IZ/ OCR / o G tL cc)c)ne( Vlt4r�, Vet - q Tc)1(f-ky2gy,;' � d /Y) / 6 Z CIO / 7� h O Lle- Gc�, J � �� � 7 1 7� Svc so e� � �� c /e cor Lvva r T � s h tlP �vf' C o�vr�v ��ftl Meiai,loer n RECEIVED the cG)L)i 1� DEC 6 2004 MY OF ARCADIA CRY CLERK RECEIVED io - ftie C�fi� �ou�sel ©� �- r cad�u� DEC s 2004 C,riy of ARCADIA (n��eln he�ra of this h Z ivhMe'Y -eTj o oSe ifi, I� and a ,,e, rof LA ec S (e� 5�otA Idki) � e able `Fo Inle �V'e f�of r� G uhf do ��af a nd never ouyhf fihe )ouernme�t eou(d do - nat Mobod� fih �bo v�uc�, a�otf car p eaters wl f,cvf the. CAurcG I`ve Arcadlq f - Fo o, l �a�� weefl' here � nr of (ea5f We �ou[d VtavE �o W�eV -t cq r U�� L awe IZ P J ^r5 dCd v�oW, � .� eaC5 `� X ouer ( �aYtr� for Wohey, Tie CtiOre(� I`r� t l flop o C�rc a nS r we ave e��ec F ✓e, aend has fnC�G5 �K� foP� arP, o ar ttiese reg5ovlS, Z (�nf ('eaSiv�� i� �6u 0- 1�I�1� oppose \ Aa -4 ' '�e �b "'r enf ,��I�fs o do, 51'rc s a rn ue( bVI CO L RECEIVED DEC 6 2004 CITY OF ARCADIA CRY CLERK �c 1acwJi� 'Tyco ;.S.pJ�9T ., r V OA �v(• �y f.�'SN 1 P . 1� `. � Hco ,. �a"`� p My"�.� �� ate- w,v, �` C c,o �. r .. •� bl. � � V \,.o r r-c.a^'E r ` n ^yam ` fir, �•Q� C.a nc° A � 1. Z� k cti�v -c.4. ,�sare 0 -� R`�c^ � /6a<A- \ \lino `�- ^� ,,, —a- G ' Q RECEIVED DEC 6 2004 V .�M 0 ✓ /G/" 'v ' "' _ G�ti1z�e/ n✓�� C CITY aL Ae � ti— o PLC G /v 1 4csd«� DEC 6 2004 �� FnAC oil ,�``ZaPP g- - Gcz , �u a 7d�� ems- �'�'� � � ( Z.2 does YVe RECEIVED /2 • S d 7 AWCA L'o fe- P S. "/) baix clot /co4v � alor- Aa-s n�G, - p� . of - -T - a o V V - o T :t , - tt -Q y v ---I, V f o r l - c- o. f�1e -u � 1' a � 1 b V"t - ' ` M N ( t.. A-(L 1 v, I - � �R �.L�1. I Y Vc r -N V. t - fill. 1 nr /- 1 - Q.a r_�y�eS ��l!, 1 A.5 W2 �P _ l - i -� Q � F q �� � � i � 6l.vr 0-1 A- J� L'( C, 7 i S A Y _ r a ! t v -, '> 64 OT bt �� i c �� �• - V E fd hT_P._6� 1 �S e,, RECEIVED DEC - 6 1004 61� LLERK RECEIVED DECEMBER 5, 2004 City of Arcadia DEC 6 2004 240 W Huntington Drive CITY OFARCADIA Arcadia, CA 91007 CITY CLERK Attention: Vida Tolman, Chief Deputy City Clerk MORLAN PLACE PROJECT AND THE PROPOSED ACQUISITION AND SALE OF LAND TO PAUL A. RUSNAK I received your public hearing notice for the above captioned project with an indignant surprise. The project, apparently supported by the City of Arcadia, is to benefit a wealthy car dealership without equal consideration to accommodate the owners of those parcels to be acquired under this proposal. I oppose the project as it is presented now. My family and I have been attending meetings with the local Christians at the Church in Arcadia, located at 21 Morlan Place, for five years. Here we have greatly enjoyed the Christian fellowship which satisfies our spiritual needs and has become an indispensable support in our daily life. At the Church in Arcadia, t have been involved in the children and young people work. We help the future generation establish a proper character based on the Christian teaching, and prepare them to be proper citizens that will be ready to contribute to good works to our City, our community, and our country. I understand that the purpose of Morlan Project is for the City to collect additional revenue based on a perceived business prosperity of Rusnak dealership. City's justification of the need and purpose of the Project has been solely based on the economical assessment. The contribution of the church to our community and the value of man's spiritual needs were totally ignored in the process so far. This is evidenced by the fact that City did not demonstrate an equal effort in locating a replacement church property within Arcadia as it did to profit the dealership. The impacts of such ignorance are beyond the measurement of CEQA studies and any mathematic models. I request that the City of Arcadia stop advancing the Morlan project, and re- direct its resources and focus on assisting the Church in Arcadia in locating an acceptable replacement meeting hall within the City. We are willing to work with City if a reasonably acceptable location is identified. Sincerely, Wenn Chyn - To W � o w, - I +- Yin aq Co h c2 r h ems,{ ; RECENEID D Q.a Y C; t� C n(A nG, 14 : DEC 6 2004. CITY OF ARCADIA CRYCLERK by - v)ckm ; s G Chen - v -& v , % L 1or1a4 1,1 (?(eL Pries -f 4 A rccLCA Za.. 4w4%4 he-"Va thci+ +K-f c cR►,c�, Pwn evft is }Al -ems ) L f ee( e1 +Yeme -1 y upse wbyskzp and Free ccSSew.b / d,� n o f 4-4,e h ; ` � , P 5 � War . Ghn�`�ok rneb-er o rC aj k l RECEIVED Sir� e(,ah DEC 6 2004 CITY OF ARCADIA CITYCLERK pl(,vl - for acCi4i'6i4 rJ�j (;'It �.e C Wru� pvt��, L��NV plg i 5 (o, 6dL& e `Cah �O C, tLAA ,( � � fCa�l Z� 5 %n��ak�aw-f. _pal's' m� )IIJ !' e �t1en� tJ v Is lJe CJtike bk St/Z#J -r� �� 0ul^ �len� tnlee 0(,d to mJ /q2cTw i4 4e , Ch 4W L 1-1 L'ti t 5 ho m,�� puce- u f (owltt� G;oG�, � t q 15 � j krrad pLate 0+ wcq-f'cpn Mlle { be e r JLc, &ef to k C 6 1 2 /rd nta uh lt�t Lid 1 �� aciut f�l� -tom- LI'VIt -4 , lvni td �►� my c�1)('4Uh �� sit '_ pY17 ©nl� be�(i Ivi j � to ►uf`rrar� �' `�� de.&S Mat, S&iopcS ty CJ T( oL. V�5 P ,I -eA-4-' +V 4C, o CIFA.E Gi�Lj Cc u,ce l AECEMED � '� � u DEC 6 2004 CITY OF ARCADIA Lav �MacC C17YCLERK havc. Saes v� V03 ch I P✓✓, V co-� a�✓lR.jrzt t�.EI,�� �Y - FV.e_. +�✓ cadnG.. N.p. e�t'� v� ( '� - x_I,( t ..�1/.n.v¢. :.v�.(�,n,v� C:�`-.c � 4 �-''9, ✓ �Y (� �"'-� wt ,�a4�1, � v�v. J ¢. one-it tovd C-- ¢.�.ov�m�.i P a,wpore..r,Cc „ oe k a by 4va7t we K"ur } O ,A inUV a Ptcace 44� CS C e ^ -e "4 �Z- aAk 1 � . �. AA.w t2pn " Afil,4vzn , �pJky�R..� rnct ,,".�. p (] o cQ - t CIO � : e. v v tom✓ we aye PLL) N�; to Z J F"f X C va C-e ` iNov a; (J 6 oce G o to e, r Fe mpW Eul1.vQn'S C avN S'�rov�v� AO�.a�. r-Xh -c4A y .vi w2... ( vct,- o-I -�J . �u c am' " , Ilf Coy X-C. 5,2a +- RECEIVED To the uT1 Cpu1�C11 0� f�`(CC1d1Li DEC 6 ARIA CRY CURK M andl hqw b\om c\ r�sid�n� of �rYCgdiq , singe 1 wO,S burVA - I have meet \NM\ 'M c1�v,Ych 1� f�c0 �v�� sine 1 was IM � aq o�d UM b� firing t )qt y0U 'w�nt�d acgL\W WY ftYch ?VOP'Q'rty cU 2� PIWQ , t \NM shofwd m�a�tingS a� a� �10Y�Q`n pla��. for a5 ��nq u5 1 ce,�\ Yem�m���. Zo hear that q piQC�e 1 bgS1cQ11`I g��w �� in iS going � -oq ma��t r�� SCO ctio c� hc�s dame Sb much for m\Q 1n Vol �vw and KMmq� gYorv�n9 you SC \� Q� W`� CADYl'1 cq - \\M S W 1�`� Sc1YY\� wi'C� all 1h�4 C n h\IYch�Q 1 ��v�Y b� \�Qv�c� w,\d \No�� t tc\y ou�e.r o, ca \u, mt i� Wi�Nout - Nn1s 'nuildiny, 1 c1o�t IoW w1n�Y� out c��1Y can N,AQ lw� q wQ cat �� cads a 1 qh �ha aCh w j%Y TO rn t s� v L � My �,avNe �s rIw(a� -k' � , a�ot z4vL' t �t�nsa� - P�x stew' Y'V LA-C-( W19 CAhro'�e 2. fn S Wit fP�t' w �l �2 �n 0-pf42V2 , RECENED GLo� b lead DEC 6 1004 C CIOY RIA Z ,6/ " 5 Z° °Y REGENED DEC 6 1004 CITY OF ARCADIA // 11 CRYCLERK Q Alufz� 06 A& -, j w f/ /Rrs V, 64 o /'n,an �- c���yt I � s s tr Ax RECEMEID DEC 6 2004 C IA CIIYCLE,RK To +hvQ ClgtV Coufr oR As, dja: 1AA nawQ ,s -t nc s ow) Ca I C,- -�o � g� y d�i1y . �,� ctic��ch was 1 n v��y vs��vl -to a how a SummQiF of TVotN) vQa7- avd act cuv ctiv?cv coo))es \0 veil %c( rA C2oowg aCt�Uit� \Vps ,� *C. G ctiv h a � RECEIVED DEC 6 2004 CITY OF ARCADIA «ryC�RK C�nv�ch ;n �ad�ct. W -S -04 TO ', V ITA -rOLMMJ CITY CouuOf( OP 41ZCAW,4 RECEMED DEC 6 2004 CITY OF ARCADIA CITY CLERK A A MAMf3�2 OF TNc CNuRCH 7/j AQCa91A. wN2 ! FrST N�A<D AP�aT IA n4(` MATTr OF TA KII& OUK PROP&P T y > o e rlf D�> nosh o eeotio>71e 6p, TN€ CITY oF� AIZCAOIA PRl3�r7 TNc c;r0ag"6 Jr 70 0o Sr.� - 'M [N /JU(�r, DbES THE &0��`RNFpcvT Gi/J !�O TNrS Tla /AUCi A' __ - pfsREC�F1f Dug Y�IC�NT Ur ASSCwrBLy ? ARCADIA IS FsL�ss gr:cAUS� C�Of7 HAS A TETIMOA)Y HL-R6 , ,o fto IT: YOU wiL(. ReMoJE US i21 rHr9 Al FR S BUST FOJ� T1{& pUf B-4f 1FICA -7ION Aft o Md.0 &Y — 1-146 [_G R6 A P96feI FLZAS& PQ07i'CT THIAA TO 00.. 17 S 6v&O UN(.',Ckci > ^rITCP"TIGSJq(r. UuK R fefhfT . TH& LOfU Ca00 cif 00 rHF SL S1ti�r. rO AT1!C YO 1 C6GL�bv wrN`f c 14 V/V LOou�(� ME be,e �- r-Hf- evutoO /IUAKCAPl.4 `o The Gty nrco\(� \V.) bR-vvz C w2 S�auld Kxe� otir frn- .t1 q Yam to p press our God. To hrnve c �r°feY rv�ext,v°� y,oJ1 is 1m�ovtrnYl J keg 2 Ye, v does +nod l)ov - e W� V Ink +, -ta\JU o.w� i th�nK 'H1SL gcvevnY'�A� I v�r&1 LyGkw\k tea COr� Uu. on. Cans fixtLron, �x 5uprevrt� � 1,aw °'F 'clime LMnA �wrn)Ses p?4v A 0� uv\)t-- �G�s nok be stioti�d� Gad �S �r� FvrS� �viorlty TK dn'xy n e8.uca4Ezs � we\Y- i�eit Gown bet�kv Oaack P1eo5e c�o 1v1 �o� c stn �5 *Vhk n � YNO kt Y blow VY N &t 1 a �� �U-S •4�,0 1 qjy� , W nth QT\-t woY4 , God, cave jas{w j vt a11. T1nR1��°� W� sh °u�c� Wha{ lS b2S� TAY OUV GoUy1ky Qs�eCi0.1 1t'S cs C�1YIS�,rnw Go h t NQ vngttu( gnaw Mw I mo �oti �ovn \t Wi11 eA- \Xo� I �2 Y\�a . �ow�v�v *a -6kk U& VOvN t re1�a��r wiA\ vmkd-_ v� -Z-v � sec novhtc_ anc , SeMtkk ��b \earns. 1 belteve� Vie- Ctk� of N(coko, hO\S 41.0- Wis &Om }�vvow wlnmt Wk, CND `kak\nq RECEIVED DEC 6 2004 CI IA CITYCLERK (� � (V � e� cty)l Below is the translated version of a Chinese letter from a citizen that the City Clerk's Office received on December 6, 2004. Please note that although the translation was attempted to be as accurate as possible, the letter was loosely rather than word -by -word translated. RECErtt� To: City Council of Arcadia DEC '' 7 2004 From: Mary Chu 5520 N. Robinhood Ave., Temple City, CA p �C C DIA The Church in Arcadia has a lot of contributions in this community: 1. Every day we members of the Church call one another up to see if each other's doing fine. Through studying the Bible, we have benefited tremendously. 2. Every Tuesday the leaders of the Church get to know us, pray for us, and assist us in every possible way. 3. On Thursday mornings there is senior fellowship. The elderly get together to study the Bible and to pray. 4. On Fridays there is student fellowship, and the age range is from high school to college students. In this "lost" era, we help them find the Shepherd and God so that they can be rescued. 5. On Saturdays, we have a lot of family gatherings and we pray for each other. 6. On Sundays, everybody — adults, teenagers, elders, and children — get together to worship God! A church like this contributes to the community tremendously. These contributions cannot be measured by economic or monetary values. t /B ✓� �^"r` r"'� rrf RECEIVED � DEC 6 2004 / -7 � �� � y 41A iz AT v 4 � 4 4A %a, Ya LWI'Vb %�. �t � Y Below is the translated version of a Chinese letter from a citizen that the City Clerk's Office received on December 6, 2004. Please note that although the translation was attempted to be as accurate as possible, the letter was loosely rather than word -by -word translated. This local church was bought. If you want to buy something from someone that is unwilling to sell, that is wrong. RECEIVED DEC 7 2004 Xu Liu 12/5/04 I f + i CITY OF ARCADIA CITY CLERK RECEIVED DEC 6 2004 CITY OF ARCADIA CITY CLERK T� ����� AX��Via, Xti+�G( «��� RECENED vns� �� - ✓u.��� DEC 6 2004 CIiYOFARCADIA CfiYCLERIC 40 S L, NOi.evs \wV�t.i r X1 ep ��acz. �l w� ✓zK'� 1L /� In 4e. I ,- I,UJ2 lts Y�yt7t.w� ..la y. i ( C&I" j LC a j V rt \— "Gt'", Vyt VVL ` � S Vl O LAN-- t'� dyyl,vi �. �t.ovlG�t„ �Yv�Misv1,1 Ck J\ D 51 1- "�Z. 1I IGt.L.z. 4- .Ry�7 r r Q.pV.1L.. ll o -Jl -F lA ✓\ `l'lq / U v r J �� Lt'M pp �� �' —.. .1 S IYLWC -fl titZ. Sw. K_ n (�l L2._ Ary I�Y1� v.J t _ &,LJ o -I.t,L L -n c ` { - C6V , 40— �.V...F. Ti l.S}re/n.i/L� -It7 �7^Q. ��✓ S'W �t.tvLl "t� tllnln w, O 4.� St ln.}- u - "V-� vo e.+ t J 17- u- , ie {- c �tn.iS co--� -L � -S 1� L;�1� :•LP ,-,I C / �AA � I I Y � Ltd .r' \AiJ VHF -',P dVC_N SS IbrtC .1 ` - F�✓ C txA" ✓V. W� � �L 1A.G \M,�L -. \/gyp v�. wf�`�✓ - �YV�,`" _ C / �AA � I RECEIVED r� (,Ji�r,.r9il r"F' r7rl •L� Cu✓(Le,Y' +1 + DEC 6 2004 CITY OF ARCADIA CRY CLERK r G,n jf !� � ( <.c� , �i�✓vVl �'+��' I {2�;,.r.11...0 �^� . }Lt h;�r v ` cU + � l�ia� ✓11'�✓I YVLO ✓+T .� :.) Mf�K 4 `.�C.+1 -(' ��I i�cvi L c. P, 6 "f •' at -V , (� J,/ j1,�, , \ T l °hF ✓f qlL • i� y h l _ v9 9 �U 1 LM Gon 9rf A4 u �. uec•. (I - s� O'wn - - 'f�. I •f y-{, G�t c.�c [� VL GaV� c a vy SnM P� 1 I l Wes �- ids G�4✓l l ��es y�o-� � � 7 f p4.cLz r ovl.c•...�2. r J II I � I 7Z to 3�� 1 �Q� � � � � � `�� �r�w ii -14 !�: 14001 A4, RECEMED DEC , 6 2004 COMMENTS ON THE MORLAN PLACE PROJECT �C �)A AND THE PROPOSED ACQUISITION AND SALE OF LAND TO PAUL A. RUSNAK SUBMITTED BY THE CHURCH IN ARCADIA, 21 MORLAN PLACE, ARCADIA NOVEMBER 30, 2004 The purpose of a city government is to serve its constituents. Destroying a useful church building for the sake of expanding a car dealership is neither in the interest nor the desire of the citizens of Arcadia. Therefore, we of the Church in Arcadia oppose the acquisition of the land of 21 Morlan Place for the purpose of this redevelopment. The Church in Arcadia was established in 1990 with about 30 members. We met in a rented hall while-looking for a meeting hall to purchase. When the property at Morlan Place came on the market, we were very interested. The large assembly hall is ideal for the conferences we frequently hold, and the many smaller rooms are useful for the children, young people, and the other functions of the church. We eventually purchased the hall and took possession in January 1996. Our numbers have been steadily increasing, and our congregation now numbers over 300. Earlier this year, Mr. Peter Kinnahan, Economic Development Administrator, came to meet with us to discuss the possible acquisition of our property. We told him that we were willing to move if the agency could find a comparable place in Arcadia for our meetings. We did not and still do not resist the city's proposal. We simply want an adequate meeting place in Arcadia. A month or so later, Mr. Kinnahan called and informed us that he could not find a comparable place. Since we heard nothing more from him, we assumed that the city, unable to accommodate our needs, had changed its plans. Instead, we received a notice about a joint hearing involving the acquisition of our land— against our stated wishes, without any further consultation or arrangement. Imagine our surprise! Clearly the church building brings no revenue to the city of Arcadia. However, it provides a center to meet the spiritual needs of hundreds of the city's residents. It provides a location for worship, fellowship, and support for Christians in Arcadia and nearby cities, as well as a center for conferences and larger gatherings. The youth program helps positively motivate young people in Arcadia to become proper students and citizens and stay away from drugs and crime. To evaluate the land from a solely economic standpoint is inappropriate —man does not live by money alone. According to Section 5 of the Morlan Place Project, titled "Addressing Blight," the church property is deemed "economically blighted, as [it is] severely under- utilized." However, the agency's evaluation is illogical. Using this argument, the city ought to redevelop many churches in Arcadia, not to mention the various other assembly halls, stadiums, meeting places, and other "blights" which are used only a few times a week —or the Santa Anita Race track, which is used for only a few months out of the year. No assembly hall can be used all the time: the church building on Morlan Place is used a minimum of two times a week, and for the hundreds of Arcadia's residents who meet there, no other place will do—by the city's admission. When we bought the property, we deliberately obtained a short-term mortgage which we have now paid off. We have begun to plan a series of remodeling projects to improve the property, both inside and out. One of the supposed benefits of the proposed Morlan Place project is the improvement of the appearance of the project area. Our remodeling and landscaping will also improve the appearance of the area, and we are completely willing to work with the city on this. We thought that only in the history books did wealthy landlords manipulate the government into taking hard -earned land from ordinary citizens. In this country, in this age, the government is responsible to its citizens, and to proceed with this project betrays that responsibility. It does not beautify the land —no one thinks a car dealership is pretty. It does not provide a service for its citizens — people go to church meetings far more often than they buy a car. It does not even add something the city was lacking. In short, the proposed project hampers the spiritual and social health of hundreds of Arcadia's Christian residents and in return provides more revenue to an already wealthy car dealer. For the city to abuse its powers of eminent domain to help a large business at the expense of its citizens is a betrayal of the trust given the council by the voting residents of Arcadia. We firmly believe that a strong majority of the residents of Arcadia agree with us, and that they would rather have a church building than a car dealership at 21 Morlan Place. Given time, we will gladly prove it to the council and the agency with a petition. The Church in Arcadia December 2, 2004 Arcadia ,eaeege 72a, 2025 BENEVOLENT AND PROTECTIVE ORDER OF ELKS A FRATERNAL ORGANIZATION (0) RRCE1Ei) 27 W. HUNTINGTON DRIVE DEC 6 2004 ARCADIA, CALIFORNIA 91007 (626) 445 -2025 C C O IA December 2, 2004 Vida Tolman Chief Deputy City Clerk City of Arcadia 240 West Huntington Drive Arcadia Ca. 91007 Re: 27 West Huntington Drive, Arcadia Elks Lodge Dear Ms. Tolman This is in response to the notice sent to the Arcadia Elks Lodge located at 27 West Huntington Drive, in regard to the proposed acquisition and redevelopment of our property. As I have stated in my letter to Mr. Don Penman dated March 18, 2002, our position still remains that we reject your proposal of acquisition. It is our opinion that our property apparently is not intended to be acquired for public good but for private use by the Paul P. Rusnak, for commercial purposes. We have been at this location since 1957 a span of fourty seven years. During this period of time our Local Fraternal Organizations has distributed over a million dollars to charity. We have sponsored numerous youth organizations in our area including, Little League, Youth Soccer, Boy Scouts, just to mention a few. We are the sponsor of the Tournament of Roses Eagle Scout Troop and have a kick -off breakfast for them on the first Sunday in December each year. We support our Major projects, which puts nurses out in the field to help the disabled children throughout the State of California. We will go on record as challenging the proposal of acquisition as stated in the letter written by Peter P. Kinnahan, Economic Development Administrator and forwarded to us on November 12, 2004. Our intentions have never been to move to from our present location unless we are forced to do so by the City of Arcadia through the acquisition process. I would like to have the opportunity to speak at the joint public hearing on December 7, 2004 to present our position on this issue. If you should have any questions please call me at the Lodge office number 626 -445- 2025 or my personal number 626- 278 -3937. erely Yours C / Osher Richard L. Exalted Ruler L. A. P. Twt 147 North Santa Anita Avenue Arcadia, California 91006 -3109 Phone (626) 447 -6932 Fax (626) 445 -5507 RECEIVED DEC 6 2 004 CITY of ARCADIA December 6, 2004 CITY CLERK Vida Tolman Chief Deputy City Clerk City of Arcadia 240 W. Huntington Dr. Arcadia, Ca. 91007 Dear Ms. Tolman: With reference to the public hearing on December 7, 2004, please be advised that I own the property from 121 to 159 N. Santa Anita Ave. I have an agreement (photocopy enclosed) with the church at 21 Morlan Pl. dated February 14, 1978, for the execution of a Grant of Easement and Covenant for parking and Egress and Ingress between the same parties as to the premises and parking facilities at 121 -159 N. Santa Anita Ave., Arcadia, Ca. Some of my tenants and their employees use the spaces in the church parking area as per our agreement. Should Rusnak acquire the church property at 21 Morlan Place and this agreement become void then would they encroach on my property? If so, to what extent? I would appreciate a reply. Thank you. Sincerely, L. A. P. TRUST F L. Berberian Trustee FLB /ab y 9:, Return t0: 0 R Barbarian 78-1780 145 N Santa Anita Ave i Arcadia, Ca. 91006 I' 7 8 - / FEE RECEIVED' $ y r -� DEC ° 6 2004 LEASE AGREEMENT 3M THIS LEASE AGREEMENT is entered into this [4 day of 1978, by CITY OF ARCADIA and between CHRISTIAN CENTER OF ARCADIA, INC., (hereinafter called 'Lessor ") and . OIIYCLFflK OHANNES R. BERBERIAN and FRANCES L. BERBERIAN (hereinafter called "Lessees. ") 1. Lessor hereby leases to Lessees, and Lessees lease from Lessor for the term, at the rental and upon all of the conditions set forth herein, that certain real property situated in the County of Ios Angeles, State of California, commonly known as approxi- mately 37 vehicular parking spaces (Lessor having reserved 12 of an approximate total of 49) on the parking lot or lots at 21 Morlan Place, Arcadia, California. Said described property is herein called "the premises." 2. The term of this lease shall be for so long as Lessor continues to use the Premises commonly known as 21 Morlan Place, Arcadia, California, as a place of worship, except that cessation of such use without any other use being made of the premises for a period of less than six (6) months shall not be deemed a termination or discon- tinuance of such use as a place of worship, and cessation or discontinuance in excess of six (6) months shall be deemed a discontinuance and termination. 3. The rent and consideration for the lease described herein shall begood and valu- able consideration, including the execution of that certain Grant of Easement and - Covenant For Parking and Egress and Ingress between the same parties as to the premises and parking facilities at 121 -159 North Santa Anita Avenue, Arcadia, California. • 4. The described premises include the rights of ingress and egress to or on Santa Clara Street and Morlan Place, Arcadia, California; and it is further specifically agreed that the time of use shall be from 7:00 A. M. to 7:00 P.M., Monday through Friday. 5. Lessees shall, at Lessees' expense, obtain and keep in force during the term of this Lease Agreement a policy of comprehensive public liability insurance insuring Lessor and Lessees against any liability arising out of the ownership, use, occu- pancy or maintenance of the premises described. Such insurance shall be in an amount of not less than $300,000.00 for injury to or death of one person in any one accident or occurrence and in amount of not less than $500,000.00 for injury to or death of more than one person in any one accident or occurrence. Such insurance shall further insure Lessor and Lessees against liability for property damage of at least $20,000.00. The limits of said insurance shall not, however, Limit the liability of Lessees hereunder. 6. The parties hereto acknowledge thatupon the termination of the described use (church) of the described premises by Lessor (of 21 Morlan Place, Arcadia, California) the conditional use permit to be ,A,. by the City of Arcadia shall also terminate. ©4z 3 ,( /9 issued - 7. Any notice required or permitted to be give K hereunder shall be In writing and may be served personally or by regular mail addressed to Lessees and Lessor res- pectively at the addresses set forth after their signatures at the end of this Lease Agreement. 8. if either party named herein brings an action to enforce the terms hereof or, declare rights hereunder, then any party shall have the right to reasonable attor- neys'fees to be paid by the losing party as fixed by the court. 9. The provisions hereof shall bind the parties, their personal representatives, successors and assigns, This Lease Agreement shall be governed by the laws of the State of California. _ RECORDED IN OFFICIAL RECORDS OF tOS ANGEIEa COUN'+Y, CA 1 P'�"} '� P IA.FE9 16 p78 RecoMers Office _ , 0��'v a a c.. 4 e 1 k) 10. In the event the successor, assignee, transferee or buyer from Lessor of the real property and improvements commonly known as 21 Morlan Place, Arcadia, California, is a religious or eleemosynary organization and continues with the use of such premises as a place of worship (providing there is no cessation in excess of six (6) months) then the terms of this Lease Agreement shall not lapse or terminate, but shall be applicable to such successor Lessor. IN WITNESS WHEREOF, the Lessor and Lessees have executed this Lease Agreement the day and year first above written. LESSOR: CH17 CENTER OF ARC4DIX IN By By 21 orlan Place Arcadia, California''91006 - LESSEES: / Ohannes R. Barbarian / Sr.i 124:14. Santa Anita Avenue Arcadia, Califfaxnia 100,6 race L. Barbarian North Santa Anita Avenue Arcadia, California 91006 -2- 0 i � z ws j , " -vr 7 < Y r. I I I. 1 Z t r p 5 {. "'w c ✓, . ° 78- 178450 �I STATE OF CALIFORNIA 13 COUNTY OF Loa Angeles SS. 111 C, 78- 178450 February 14, 1978 OR hefwe me, the ndaeigped. a Notary PRblk in end Iw mid 4 8 .. State, pe..Uy appeared Ohannes R. Berberian & Frances L. Barbarian - - _ - _ _ _ - _ _ _ - _ _ - _ v Y - kno�o to me STATE OF CALIFORNIA ) to he the persona whose name are anbeenbed s` to the within hutmment end acknowledged that , thaw - ' On February 14, 1978 before Me, the undersigned, a Notary execyted the seme. OFFICIAL SEAL y Ivy haod d tad WITNESS odcial ""' KATHY VEITH ° NOTARY PUBLIC - CALIFORNIA to be the Secretary of the corporation that executed $iprrtur LOS ANGELES COUNTY the within Instrument, known My wmm, expires JUL 19, 1981 to me to be the persons who executed with within Instrument on behalf of the Naa {Typed or Primed) corporation therein named, and acknowledges] to me thatsuch corporation executed Rah p, M .aeltl eNwhl xJ) I- T 3 F�$z C, 78- 178450 �0 v Y O V STATE OF CALIFORNIA ) w ss COUNTY OF LOS ANGELES ) ... to m E c On February 14, 1978 before Me, the undersigned, a Notary Public in and for said County and State, personally appeared Thomas S. Cherry , y !, known to me to be the President, and Philip E Tilden known to me to be the Secretary of the corporation that executed the within Instrument, known to me to be the persons who executed with within Instrument on behalf of the corporation therein named, and acknowledges] to me thatsuch corporation executed the within instrument pursuant to its by -laws or a resolution of its board of directors. WITNESS my hand and official seal. OFFICIAL EITH KATHY VEITH n ; NOTARY PUBLIC - CALIFORNIA l LOS ANGELES COUNTY _ My Comm. expires JUL 19, 1981 name (typed or IJ Cinted) ____ a 1777 STAFF REPORT Arcadia Redevelopment Agency December 7, 2004 TO: Arcadia Redevelopment Agency and City Council FROM: 'WDon Penman, Deputy Executive Director y: Pete Kinnahan, Economic Development Administrator SUBJECT: Public Hearing: Morlan Place Automobile Dealership Expansion Project Rusnak 2. certain consulting services and relocation benefits City Council 1. SUMMARY Mr. Paul Rusnak, owner of the Mercedes Benz dealership at 55 W. Huntington Drive, has approached the Agency for assistance in assembling the five (5) properties (approximately 3.6 acres) to the east, i.e., Church in Arcadia, a vacant triangular property, Rod's Grill,'the Public Storage building, and the Elks Club for purposes expanding his existing dealership (see Attachment 1 — Site Map). These properties are generally under- utilized, lack sufficient parking, and combine incompatible land uses: I, A Declaration and a"• Mitigation Monitoring Program for a Land Assembly and Development Agreement with Paul P. Rusnak and Rusnak/Arcadia, and 00 approving a Land Assembly and Recommendation: Adopt Resolution No. ARA -212 and City Council Resolution No. 6452 Arcadia Redevelopment Agency December 7, 2004 Page 2 Staff has negotiated and Agency Counsel has prepared a 2004 Land Assembly and Development Agreement ( "LADA ") dated December 7, 2004 which has been executed by Paul P. Rusnak, as Trustee of the Paul P. Rusnak Family Trust ( "Land Owner") and Rusnak/Arcadia, a California corporation ( "Business Operator") (see Attachment 2). The LADA contemplates that the Agency will use its reasonable efforts to acquire the five (5) properties and relocate the tenants. The Agency will also use its reasonable efforts to have the City consider the various land use applications to be submitted to the City by Mr. Rusnak regarding design and construction .of his proposed project, i.e., Architectural Design Review, Conditional Use Permit; Tract Map, partial street vacation. Total land assembly, relocation and other administrative costs for the proposed project are projected to be between $10.5 and' $13.4 million. The Agency will expend no more than $8 million on the project under the terms of the LADA. Mr. Rusnak will pay approximately $4.5 million to the Agency for the five (5) properties ($28.501sq. ft.), which amount is based upon a Reuse Appraisal by GRC Associates that places the Reuse Value for the properties between $26 and $30 /sq. ft. (Mr. Rusnak paid $28.50 /sq. ft. to acquire his existing dealership location in 2001 — real estate and buildings). These monies will be used to implement the project. Mr. Rusnak will also pay any project costs above $12.5 million ($8 million plus $4..5 million). The Agency's $8 million contribution to the project is expected to be recovered, within ten (10) years, through a combination of property taxes paid to Los Angeles County and sales and use taxes paid to.the State Board of Equalization by Mr.'Rusnak's dealership. Mr. Rusnak has agreed to a Promissory Note secured by a Deed of Trust on his existing 4 -acre site to provide security for the property tax and sales and use 'tax obligations of the Land Owner and Business Operator under the terms of the. LADA. He has also agreed to provide the Agency with a $4 million Letter of Credit until the issuance of the Certificate, of Completion of the new dealership. He has further agreed to repay to the Agency any remaining unpaid amount owed should he wish "to sell or transfer the property and /or dealership prior to, the end of, the ten -year period, or alternatively, receive the Agency's written pre- approval of a transfer.` The Agency will agree during the ten (10) year period after the issuance of the Certificate of Completion and as an incentive to the Owner /Operator to reimburse up to $2.5 million to Rusnak/Arcadia subject to certain conditions: 1) Rusnak/Arcadia has repaid the Agency's investment (maximum $8 million) in the form of property tax, sales .and use taxes paid on his existing and new land and improvements; b) all other costs for the project per the December 7, 2004 LADA have been paid by Rusnak/Arcadia; c) reimbursement shall be made only from Agency tax increment and only after the.City receives at least $700,000 in annual sales /use taxes. Any amount above that will be shared 50 -50 with the City and Rusnak/Arcadia; d) these incentive funds can only be used to improve or expand his Mercedes Benz dealership or for a new dealership not currently in this market area, e.g., SMART car. F Arcadia Redevelopment Agency December 7, 2004 Page 3 Mr. Rusnak will design and construct at his cost approximately 300,000 sq. ft. of new and rehabilitated buildings. It is anticipated he will keep and rehabilitate the existing public storage facility and integrate it into the existing and expanded dealership. The project schedule generally contemplates all land sales to Mr. Rusnak within nine (9) months (September 2005) from approval of the LADA, followed by the opening of the expanded dealership twenty (20) months later (May 2007). A summary of the Agency's costs to date, projected future costs, the reuse appraisal analysis by GRC, the LADA, and benefits of the proposed project to the City and the Agency are provided in the Disposition Report (Attachment 3). Agency staff reviewed the environmental impacts of the proposed project. Based upon information from the Land Owner and Business Operator and an Initial Study, a Mitigated Negative Declaration (MND) and a Mitigation Monitoring Plan (MMP) have been prepared. Under the MMP, the City Engineer will annually monitor traffic volumes at Santa Anita Avenue /Huntington Drive. At such time as the level of service (LOS) declines to level F, the Development Services Department shall prepare plans for and construct an additional left turn lane on northbound Santa Anita Avenue /Huntington Drive and the Land Owner will be required to pay its fair share of the cost of these improvements. Additionally, the Agency shall require the Land Owner and Business Operator to cooperate with the Agency's historical preservation consultant during any hazardous waste remediation and clearance of the Elks property, due to its role in Arcadia history. Extensive photos will be taken and any historic artifacts discovered will be forwarded to the Gilb Historical Museum. Notice of the availability of the Land Assembly and Development Agreement, Initial Study, Mitigated Negative Declaration, Mitigation Monitoring —Plan —and— - Disposition- - Report for public inspection, as of November 11, 2004 at the Library and Arcadia City Hall was published in the Arcadia Weekly on November 11, 2004, November 18, 2004, November 25, 2004, and December 2, 2004. DISCUSSION The former Foulger Ford dealership was sold by Mr. William Adkins to Paul Rusnak in August, 2001 for $5 million ($28.50/sq. ft.). Prior to that time, the Agency was negotiating with Watt Development Co. and the J. H. Snyder Co. for a mixed use commercial /residential development of the 11 -acre "triangle" composed of the properties surrounded by Santa Clara Street, Santa Anita Avenue and Huntington Drive (Morlan Place lies between Huntington Drive and Santa Clara Street). Mr. Rusnak opened his used car business, predominantly featuring pre -owned Mercedes Benz and other high -end cars, in August 2001. He opened his new Mercedes Benz dealership in November 2002. The City and Agency did not offer Mr. Arcadia Redevelopment Agency December 7, 2004 Page 4 Rusnak any enticements, commitments or financial incentives to relocate his dealership from Pasadena, and Mr. Rusnak concurs that the opening of his used car dealership and the relocation of his new car dealership from Pasadena, occurred without any City of Arcadia or Arcadia Redevelopment Agency enticements or financial assistance. He has agreed in the LADA to indemnify and hold the Agency and City harmless against any legal challenge to the Agency or City on this issue:. Although the Agency's basic terms remain unchanged from 2001, i.e., $8 million maximum Agency, contribution, maximum ten (10) year guaranteed return of the Agency's investment in the form of sales /use taxes and property tax, Rusnak property acquisition cost based on Agency reuse appraisal, legal indemnification and sufficient security, the Agency staff and Mr. Rusnak were not able to reach agreement, until recently. The LADA (Attachment 2) is that agreement. The Agency in late 2001. authorized staff to obtain real estate and furniture, fixture & equipment ( "FFE ") appraisals of the five (5)-properties, and their tenants (FFE only) and to obtain project budget estimates from expert consultants in relocation,, goodwill, hazardous waste, demolition, title and legal. Because of the passage of time, the Agency has obtained two (2) appraisal updates since 2001 (May /June 2003; July 2004). Based upon these appraisal updates, the. initial consultant estimates and staff estimates, the entire project is now estimated to cost between $10.5 million to $13.4 million. The Agency in November 2001 and April 2003 sent Owner/Tenant Participation letters to the property owners and business owners in the proposed expansion site. A letter was also sent to a recent new tenant in the public storage building, Uniforms for School. None of the owners or tenants responded to the letter with any proposal or request for participation. Land Assembly and Disposition Agreement (`2ADAI The major terms of the LADA are summarized below. The terms of the LADA are also summarized in the Disposition Report (Attachment 3). a) The Agency shall contribute up to a maximum of $8 million, using the taxable proceeds of the 2001 bond issue. b) The Land Owner shall pay the Agency fair reuse value for the five (5) properties. GRC Associates has established the reuse value within a range from $26.00 /sq. ft. to $30.00 1sq. ft. Agency staff is recommending $28.50/sq. ft., the value Mr. Rusnak paid for the existing dealership property in 2001. This. is estimated at $4,470,000 (3.6t acres) rounded to $4.5 million. c) The Land Owner will design and construct, a total of approximately 300,000 sq. ft. of new construction and rehabilitate the public storage building, at his cost. He will remediate any hazardous waste on the properties and clear the properties. Arcadia Redevelopment Agency December 7, 2004 Page 5 He will pay all project costs above the Agency's $8 million, e.g., acquisition, relocation, goodwill, costs of third party consultants retained to implement the project. d) The Land Owner (Rusnak) will be required to acquire the site, i.e., deposit the reuse value of the properties into escrow, but only in "phases," e.g., Church /Dahlgren, and /or Rod's /Storage /Elks. He will advance funds to the Agency, if necessary, and will be credited with any such advances in the subsequent escrows for sale of any of the properties acquired by the Agency to him, in accordance with the terms of the LADA. e) Neither the Land Owner nor Business Operator can commit to a Mercedes Benz dealership on the site for the ten (10) years. The Land Owner, however, does agree to operate a new car sales dealership on the site for at least ten (10) years. We are advised that Mercedes Benz will not agree to such a commitment either. As a practical matter, only a high end reasonably high volume new and used car dealership with service and parts, could commit to and comply with the sales tax performance covenants in the LADA. f) The Land Owner and Business Operator are obligated in the LADA to cause a minimum annual sales /use tax payment of $700,000 to be made to the State Board of Equalization (SBOE) from the existing and expansion site located in the City of Arcadia. If in any one operating year, they do not achieve this amount, the Agency will send them a notice of deficiency, and they must pay the deficiency within forty -five (45) days of the invoice. Please note that the Agency is agreeing that the Land Owner /Business Operator will receive credit for what they pay to SBOE, not what the City actually receives in sales /use taxes from the State from the Rusnak dealership. Because of the uncertainty created by the budget crisis in Sacramento, the "triple -flip" legislation, possible future revisions to the sales tax structure in the State and litigation attacking all or some of the above, staff feels it is not fair to penalize Mr. Rusnak for what he has in fact paid in good faith, but the State for whatever reason does not pass along to the City. There is, however, a risk to the Agency that the City may not receive the anticipated amount of sales and use taxes paid by the Rusnak dealership should the State change the law. However, passage of Proposition 1A should minimize this risk. g) The Land Owner is also obligated, by no later than January 1, 2009, to cause a minimum increase in property tax assessment of at least $10 million above the assessed value of the existing properties, as of the effective date of the LADA (i.e., public hearing date). GRC Associates, the Agency's reuse appraiser, estimates the Land Owner will achieve an increased market value of $35 million for the existing and expansion site. Recognizing that the value assigned by the Los Angeles County Assessor is-often below actual market value even for new Arcadia Redevelopment Agency December 7, 2004 Page 6 buildings, staff believes that the assessed value ( "AV ") will be well above the required growth in AV of $10 million. h) Pursuant to the LADA both the Land Owner and the Business Operator are jointly required to execute a Promissory Note secured by a Deed of Trust to provide adequate security for the Agency for their sales /use tax payments and property tax payments, as well. as for their other financial obligations, e.g., deposit the reuse value of the properties into escrow, pay all project expenses above $8 million. The Promissory Note /Deed of Trust (along with a Letter of Credit) is one of the mechanisms providing security for the Land, owner's and the Business Operator's obligations in exchange for the Agency's $8 million contribution. i) The Land Owner has agreed to provide a $4 million Letter of Credit to the Agency during the initial acquisition part of the schedule through the issuance by the Agency of the Certificate of Conformity. The Letter of Credit is to support an indemnity obligation of Mr. Rusnak to the Agency and to provide partial security for the Agency's initial project expenditures. j) As mentioned above, a Deed of Trust (and Assignment of Rents) will also be executed by the Land Owner and recorded against the properties being acquired. The Deed of Trust provides the Agency with a security interest in Mr. Rusnak's property that the Agency can exercise for default or breach, e.g., Mr. Rusnak fails to construct the expansion project after close of escrow. The Agency will agree to subordinate its security interest in the properties to an Agency- approved construction and /or permanent lender, but Mr. Rusnak can encumber no more than 80% of the improved property value (existing and proposed). This financial limitation is to ensure that there is sufficient equity in the properties for the Agency to recover all of its $8 million contribution, plus related costs, in the event of a breach of the LADA. k) The project schedule is basically an overlapping two- track system: 1) acquisition /relocation /clearance; and 2) land use applications /permitting/ construction. Essentially the acquisition/ relocation /remediation /clearance process is expected to take about eighteen (18) months and the land use/ construction process is expected to take an additional twelve (12) months. If the schedule is met, the expanded dealership will open in May 2007. 1) The Agency will reimburse to Rusnak/Arcadia up to $2.5 million in Agency funds if the initial $8 million investment loan is "repaid" through. property tax and sales /use taxes. and all other project costs are paid by the developer. Reimbursement will be shared 50/50 with Rusnak above $700,000 /year in sales /use /property taxes received by the City /Agency. These incentive funds can only be used to expand or improve his existing dealership or a new franchise not currently in the market area. Arcadia Redevelopment Agency December 7, 2004 Page 7 Mr. Rusnak has demonstrated his investment in the City. Not only has he purchased the former Foulger Ford property and opened a Mercedes Benz dealership, he has spent well over $1 million on building and site improvements, and additional funds on extensive advertising of his Arcadia store. He has also built a showroom for the new high end Maybach vehicle Both he and Mercedes Benz personnel state that there will be significant new products from Mercedes Benz in 2005, which should lead to increased sales. Proiect Risk and Benefits The Land Owner, Business Operator and the Agency will all be sharing several risks under the LADA. These risks include changing costs of property acquisition, owner /tenant relocation, unanticipated project and construction costs, changes in state law, economic and market changes, and litigation, which could affect the timing and /or ultimate success of this project. However, the benefits of the expansion project are: • Removal of older buildings on substandard and irregular parcels and replacement with an attractive upscale automobile showroom and landscaped outside display area. • Significantly increased sales and use taxes to the City above and beyond the sales tax reimbursement formula in the LADA for the ten. (10) year Operating Period, and thereafter. • Significantly increased property taxes to the Agency in excess of any reimbursement ($2.5 million maximum) to Mr. Rusnak. • A net increase of 75 permanent jobs plus an estimated 100 jobs during construction. The Planning Commission at their meeting of June 22, 2004 found that the proposed project is consistent with the General Plan. The proposed project is consistent with the Agency's 1999 -2004 Implementation Plan and the proposed Implementation Plan. (2005 -2010) on tonight's agenda. As required by State Redevelopment law, notices informing the public of the date, time and place of this joint public hearing for consideration of the LADA were published in the Arcadia Weekly. The notices included information on the availability for public. inspection of the proposed Mitigated Negative Declaration and Mitigation Monitoring Plan, the LADA and the Disposition Report required by Health and Safety Code Section 33433 at the Library and City Hall. Staff has also informed all of the affected property owners and tenants in the proposed expansion site of the joint public hearing and the matters under consideration by the Agency and City Council. Arcadia Redevelopment Agency December 7, 2004 Page 8 Representatives of the Rusnak Trust and Rusnak/Arcadia will be present at the joint public hearing. ENVIRONMENTAL IMPACT The applicant (Rusnak) submitted an Information Statement and concept plan for the expansion project.. Staff then prepared an Initial Study of the proposed expansion project. Based upon this initial review, the Agency retained (after soliciting proposals) the traffic engineering firm. of Kimley -Horn Associates to conduct a traffic and parking analysis of the proposed expansion project. Their report dated May 12, 2004 was reviewed by the City's Traffic Engineer, Ed Cline of Willdan Associates. Based upon the Kimley -Horn analysis and Mr. Cline's review, the impact of traffic from the expansion project on the Santa Anita Avenue /Huntington Drive intersection will reduce the level of service ( "LOS ") below the City standard of Level D. The Land Owner and Business Operator (Rusnak) will be required, therefore, to pay prior to the issuance of a building permit a fair share pro -rata amount for the installation of an'additional traffic lane on northbound Santa Anita Avenue to westbound Huntington Drive. This will require the removal of the median immediately.south of Huntington Drive and the restriping of the street. The City Engineer will annually monitor traffic at this intersection. At such time as the LOS falls below Level D, but in any event prior to the issuance of a building permit, the City Engineer will determine the cost of the entire installation, determine the Land Owner. and Business Operator "fair share" and invoice the Land Owner and Business Operator. At that time, the work will be added to the City Capital Improvement Program and completed within two (2) years. An additional mitigation measure has been prepared based upon the history.of the Elks Club building and parking lot at.27 W. Huntington Drive. The original building was designed by Myron Hunt, architect of the Rose Bowl, Ambassador Hotel, Huntington Library and Pasadena Central Library and built in 1917. The building was used by the U.S. Army during World War I as the enlisted men's quarters (some say Officer's Quarters) for the Ross Field Balloon School, i.e., the Arcadia County Park. To the east of the building was a swimming pool, converted from a reservoir constructed for Anita Baldwin, daughter of Lucky Baldwin. The swimming. pool was filled with dirt and covered with a parking lot by the Elks in the late 1950s. The building itself was left derelict after World War I and was almost demolished. It has had many commercial, industrial and non - profit uses over the years. It has also had numerous remodels of both the interior and exterior. The north end of the building was severely damaged in the 1991 Sierra Madre earthquake and has been reconstructed. Because of its history, the Agency is requiring that, prior to remediation of any. hazardous.waste in the Elks building, e.g., asbestos, lead -based paint, etc., a historical preservation consultant be retained (at Agency cost) to photograph the building and to be on site during remediation, demolition and site clearance to ensure that any artifacts found in the building or under the parking lot are transferred to the Gilb Historical Museum. (Elks representatives have informed staff that they plan to relocate the bar, Arcadia Redevelopment Agency December 7, 2004 Page 9 originally built at Lucky Baldwin's direction, to a new location to be determined (at Agency cost), assuming the project is approved and the Elks are satisfied with the financial terms of the acquisition /relocation.) The Information Statement, Initial Study, and proposed Mitigated Negative Declaration and Mitigation Monitoring Plan are in Attachment 4. FINANCIAL IMPACT Costs spent to date 250,000 Future Project Costs: Acquisition, including land, improvements FFE, moveables, goodwill Relocation Administrative Estimate $ 8,560,000 1,500,000 424.000 $10,484,000 ($10.5 million) There are no Agency site clearance, remediation, or demolition costs. The Owner/ Operator is to pay for these. Project costs could be significantly higher due to hazardous material removal/ remediation, eminent domain costs, rising prices for land, interest rates, relocation and goodwill claims. The Agency's high estimate is $13.4 million. Maximum Agency Contribution $ 8,000,000 (2001 Taxable Bond Issue) The reuse appraisal value is to be paid by the Land Owner for properties acquired by the Agency. The range per GRC Associates is $26.00 to $30.00 /sq. ft. Staff recommends $28.50 /sq. ft. (This is the amount paid by Rusnak for the former Foulger Ford property in 2001, including improvements.) The expansion parcel is approximately 3.6 acres times $28.50 equals $4,470,000. Mr. Rusnak has agreed to this reuse value in the LADA. The reuse value ($4,470,000 or $28.50 /sq. ft.) is less than the total appraised value of the five (5) properties ($8,019,000 or $51.00 /sq. ft. — real estate and improvements) on the proposed site. The reuse value as discussed in the GRC Associates appraisal (see Attachment 3, Exhibit B) is therefore lower than the highest and best use value of the 3.6t acre site, because the financial return on Mr. Rusnak's investment in the land and the improvements is not sufficient for him to pay more for the land than the reuse value. The covenants in the LADA, i.e., site must be used for a (Mercedes -Benz) new /used auto dealership for ten (10) years, performance guarantees (property and sales tax), design and construction requirements, market constraints affecting rates of return on Arcadia Redevelopment Agency December 7, 2004 Page 10 auto dealerships, restrictions on borrowing and assignment, etc., significantly limit his return, and his ability to pay more for the five.(5) properties than the reuse value). Rusnak/Arcadia pays all project costs above the Agency's (maximum) $8 million and the reuse value for the five (5) properties ($4,470,000). The total cost could be, depending on the circumstances cited above, as much as $13,400,000. This could add $930,000 to Mr. Rusnak's costs, another reason why there is a sales /use tax sharing incentive in the LADA. INITIAL APPROPRIATION Estimated relocation benefits paid to displaces Estimated Consultant Costs: Appraisals — Real Estate — Mason & Mason FFE — Desmond, Marcello & Amster Relocation — Overland, Pacific & Cutler Services Goodwill — Sahli, Pastore & Hill Legal — Best Best & Krieger Publication /Notices — Arcadia Weekly; misc. administration Historical Consultant — TBD Total RECOMMENDATION $1,500,000 $ 25,000 20,000 173,000 . 20,000 150,000 5,000 15.000 $ 408,000 $1,908,000 1. Open the Public Hearing and take any public testimony on the environmental documents and /or Disposition Report. 2. Agency: Adopt Agency Resolution No. ARA -212 — A Resolution of the Arcadia Redevelopment Agency (i) adopting a' Mitigated Negative Declaration and a Mitigation Monitoring Program for a Land Assembly and Development Agreement with Paul P. Rusnak and Rusnak/Arcadia, and (ii) approving a Land Assembly and Development Agreement with Paul P. Rusnak and Rusnak/Arcadia. 3. Agency: Approve project budget of $13.4 million (with a maximum Agency contribution of $8 million), appropriate $1,908,000 for the above. listed activities /consultants, and authorize the. Executive Director to implement the "LADA. 4. City Council: Adopt City Council, Resolution No. 6452 —A Resolution of the City Council of the City of Arcadia making certain findings pursuant to California Health and Safety Code Section 33433 in connection with and Arcadia Redevelopment Agency December 7, 2004 Page 11 approving the sale of property Development Agreement among th e P. Rusnak and RusnaklArcadla. pursuant to a Land Assembly and Arcadia Redevelopment Agency, Paul Approved: William R. Kelly, Executive Director Attachments: 1. Site Map, showing ownerships 2. Land Assembly and Development Agreement dated December 7, 2004 3. Disposition Report (Health and Safety Code Section 33433 Report), including the Reuse Analysis prepared by GRC Associates dated July 21, 2004 4. CEQA Documents — (a) Information Statement dated December 7, 2004; b) Initial Study, including the Traffic Impact Analysis prepared by Kimley Horn and the review memo by Ed Cline, Traffic Engineer dated July 29, 2004; c) Mitigation Monitoring Plan 5. Agency Resolution ARA -211 - A Resolution of the Arcadia Redevelopment Agency (i) adopting a Mitigated Negative Declaration and a Mitigation 'Monitoring Program for a Land Assembly and Development Agreement with Paul P. Rusnak and Rusnak/Arcadia, and (ii) approving a Land Assembly and Development Agreement with Paul P. Rusnak and Rusnak/Arcadia 6. City Council Resolution 6452, A Resolution of the City Council of the City of Arcadia making certain findings pursuant to the California Health and Safety Code of Section 33433 in Connection with and Approving the Sale of Property Pursuant to a Land Assembly and Development Agreement Among the 'Arcadia Redevelopment Agency, Paul P. Rusnak and Rusnak/Arcadia ,s v ti y fVA � N Nd �0 L Ic 10 G N C � N Q � J a ad 731f:ivw NVS z & ' I Q 2 G 0 R 3 ATTACHMENT 1 V] N d ; z otl � c1 C W a u 3 ATTACHMENT 1 2004 LAND ASSEMBLY AND DEVELOPMENT AGREEMENT BY AND BETWEEN REDEVELOPMENT. AGENCY OF THE CITY OF ARCADIA, PAUL P: RUSNAK,. TRUSTEE OF THE PAUL P. RUSNAK FAMILY TRUST DATED NOVEMBER 14, 1988 AND RUSNAK/ARCADIA, A CALIFORNIA,CORPOR.ATION [Dated December 7, 2004, for reference purposes only] RVPUB\DGW\674424.7 Attachment 2 v? i 2004 LAND ASSEMBLY AND DEVELOPMENT AGREEMENT BY AND BETWEEN REDEVELOPMENT. AGENCY OF THE CITY OF ARCADIA, PAUL P. RUSNAK, TRUSTEE OF THE PAUL P. RUSNAK FAMILY TRUST DATED NOVEMBER 14, 1988 F412LI7 RUSNAK/ARCADIA, A CALIFORNIA CORPORATION [Dated December 7, 2004, for reference purposes only] RVPUB%DGW\674424.7 Attachment 2 TABLE OF CONTENTS Page TABLE OF CONTENTS ARTICLE I Section 1.1 Section 1.2 Section 1.3 Section 1.4 ARTICLE H Section 2.1 ARTICLE III Section 3.1 Section 3.2 PURPOSE OF AGREEMENT ......................................... ............................... 1 The Purpose of this Agreement ............................. ............................... 1 Owner Representation of No Relocation of Automobile Dealership; Indemnity and Defense of the City and the Agency......... 2 Restrictions Against Change in Ownership, Management and Control of Owner; Restrictions Against Transfer of Certain PropertyInterests .................................................. ............................... 3 Operator. Subordination to Interests of Agency; Priority of Agency Deed of Trust ........................................... ............................... 4 DEFINITIONS.................................................................. ............................... 4 Definitions............................................................. ............................... 4 EXPANSION SITE ASSEMBLY .............. ............................... Negotiations with Parcel Owners .... ............................... Eminent Domain Proceedings ......... ............................... ..............1.13 ............... 13 ............... 13 Section 3.3 Title Approval ..................................................... ............................... 14 Section 3.4 Owner Investigations .......................................... ............................... 15 Section 3.5 Conditions Precedent to Agency Expansion Site Assembly .............. 17 Section 3.6 Expansion Site Assembly Consultations .............. ...........................:.18 Section 3.7 Schedule of Performance .................................... ............................... 19 Section 3.8 Payment of Expansion Site Acquisition Costs .... ............................... 19 Section 3.9 Relocation Assistance ......................................... ............................... 21 ARTICLE IV PURCHASE AND SALE OF PARCELS BETWEEN AGENCY AND DEVELOPER; JOINT ESCROW INSTRUCTIONS OF AGENCY AND DEVELOPER TO ESCROW HOLDER .............. ........................... 22 Section 4.1 Agency /Owner Escrow ....................................... ............................... 22 Section 4.2 Opening of Agency /Owner Escrow .................... ............................... 22 Section 4.3 Parcel Reuse Price ............................................... ............................... 22 Section 4.4 Payment of Parcel Reuse Price and Owner Contribution .................. 23 Section 4.5 Owner's Escrow Deposits ................................... ............................... 23 Section 4.6 Agency's Escrow Deposits .................................. ............................... 23 Section 4.7 Agency /Owner Escrow Closing Procedure ........ ............................... 24 -i- TABLE OF CONTENTS (continued) Page Section 4.8 Close of Agency /Owner Escrow ......................... ............................... 25 Section 4.9 Conditions to Close of Agency /Owner Escrow .. ............................... 25 Section 4.10 Recordation and Distribution of Documents ...... ............................... 26 Section 4.11 Report to IRS ............................................ :........................................ 26 Section 4.12 Agency /Owner Escrow Closing Costs ................ ............................... 27 Section 4.13 Agency /Owner Escrow Cancellation and Title Charges ................... 27 Section 4.14 Termination ......................................................... ............................... 27 Section 4.15 Possession ............................................................. .............................28 Section 4.16 Parcels Sold " As- Is ...................................... ........ ............................... 28 Section 4.17 Escrow Holder Authorized to Act Pursuant to Agency/Parcel Owner Escrows and Agency /Owner Escrow ...... ............................... 28 ARTICLE V THE EXPANSION PROJECT ....................................... ............................... 28 Section 5.1 Owner Covenant to Undertake Expansion Project ............................ 28 Section 5.2 Expansion Project Subject to City Regulatory Approval .................. 29 Section 5.3 Owner Changes to Expansion Project Plans and Specifications During Course of Construction ........................... ............................... 30 Section 5.4 Construction Start and Completion of Expansion Project ................. 31 Section 5.5 Compliance with Laws ....................................... ............................... 31 Section 5.6 Expansion Project Fees, Costs and Charges to'be Paid by Owner................................. :............................................................... 31 Section 5.7 Owner Attendance at Agency Meetings ............. ............................... 32 Section 5.8 Agency Right to Inspect Expansion Project and Expansion Site ...... 32 ARTICLE VI SPECIAL REDEVELOPMENT COVENANTS OF THE DEVELOPER.........' ...........:.............:............................:. ............................... 33 Section 6.1 General Covenants .............................................. ............................... 33 Section 6.2 Insurance .................................:........................... ............................... 33 Section 6.3 Minimum Assessed Valuation of the Dealership Site ....................... 36 Section 6.4 Dealership Minimum Annual Sales and Use Tax and Continuous Operation Covenants ....................... ............................... 38 Section 6.5 Operator Incentive ...................................... :....................................... 39 Section 6.6 No Transfer Prior to Repayment of Agency Loan ............................. 41 Section 6.7 • Owner and Operator Covenant to Defend this Agreement ................ 41 -ii- TABLE OF CONTENTS (continued) Page Section 6.8 Owner and Operator Indemnification of the Agency ........................ 42 Section 6.9 Notice of Agreement..; ................................ I ...................................... 42 Section 6.10 Environmental Indemnity of the Agency by the Owner and the Operator.............................................................. ............................... 42 Section 6.11 Payment of Prevailing Wage .............................. ............................... 44 Section 6.12 Covenant to Maintain Dealership Site on Tax Rolls for 10 Years................................................................... ............................... 44 Section 6.13 Maintenance Condition of the Dealership Site ... ............................... 45 Section 6.14 Obligation to Refrain from Discrimination ......... ............................... 47 Section 6.15 Form of Non - discrimination and Non - segregation Clauses .............. 47 Section 6.16 Survival of Special Redevelopment Covenants .. ............................... 48 ARTICLE VII POST - CLOSING ACTIONS OF THE AGENCY AND THE DEVELOPER................................................................. ............................... 48 Section 7.1 Vacation of Morlan Place ................................... ............................... 48 Section 7.2 Merger of Parcels ................................................ ............................... 48 Section 7.3 Conditional Use Permit ....................................... ............................... 49 Section 7.4 Certificate of Completion ................................... ............................... 49 ARTICLE VIII DEVELOPER FINANCING OF EXPANSION SITE ACQUISITION AND EXPANSION PROJECT ...................................... ............................... 50 Section 8.1 Agency Right to Approve Lenders ..................... ............................... 50 Section 8.2 Recordation of Construction Loan .........:............ ............................... 50 Section 8.3 Only Permitted Security Interests Allowed ........ ............................... 50 Section 8.4 Notification of Recording of Security Interest .... ............................... 51 Section 8.5 Rights of Agency ......................................................... ................ : ... .. 51 Section 8.6 Rights of Lender ................................................. ............................... 51 Section 8.7 Subordination of Agency Deed of Trust ............. ............................... 52 ARTICLE IX REPRESENTATIONS AND WARRANTIES ............... ............................... 53 Section 9.1 Warranties and Representations by the Owner ... ............................... 53 Section 9.2 Warranties and Representations by the Operator ............................... 53 ARTICLE X DEFAULTS, REMEDIES AND TERMINATION ........ ............................... 54 Section 10.1 Defaults - General ............................................... ............................... 54 -iii- TABLE OF CONTENTS (continued) Page Section 10.2 Events of Default ................................................ ............................... 54 Section 10.3 Agency Rights to Accelerate Obligations ........... ............................... 57 Section 10.4 Agency Termination Rights Prior to "the Close of the First Phase of Agency /Owner Escrow ........................ ......... ....................... 58 Section 10.5 Agency Power of Termination Regarding Dealership Site ................ 58 Section 10.6 Legal Actions ............................ :........................................................ 61 Section 10.7 Rights and Remedies are Cumulative ................. ............................... 62 ARTICLE XI GENERAL PROVISIONS ............................................. ............................... 62 Section 11.1 Notices; Demands and Communications Between the Parties .......... 62 Section 11.2 Conflict of Interest .............................................. ............................... 63 Section 11.3: Warranty Against Payment of Consideration for Agreement............ 63 Section 11.4 Non - liability of Agency Officials and Employees ............................. 63 Section 11.5 Unavoidable Delay: Extension of Time for Performance .................. 64 Section 11.6 Inspection of Books and Records ....................... ............................... 64 Section 11.7 Approvals ............................................................ ............................... 64 Section 11.8 Real Estate Commissions .................................... ............................... 64 Section 11.9 Car and Van Pools .............................................. ............................... 64 Section 11.10 Attorneys' Fees ................................:................... ............................... 64 Section 11.11 Binding on Successors and Assigns .................... ............................... 65 Section 11.12 Entire Agreement ................................................ ............................... 65 Section 11.13 Execution of this Agreement .............................. ............................... 65 Section 11.14 Survival of Indemnity Obligations ...................... ............................... 65 EXHIBIT "A" - LEGAL DESCRIPTIONS OF THE PARCELS EXHIBIT "B" - SCHEDULE OF PERFORMANCE EXHIBIT "C" - SCOPE OF DEVELOPMENT EXHIBIT "D" - FORM OF LETTER OF CREDIT EXHIBIT "E" - FORM OF NOTICE OF AGREEMENT EXHIBIT "F" - FORM OF FIRPTA AFFIDAVIT EXHIBIT "G" - FORM OF AGENCY GRANT DEED EXHIBIT "H" - FORM OF CERTIFICATE OF COMPLETION EXHIBIT "I" - FORM OF AGENCY DEED OF TRUST EXHIBIT "J" - FORM OF PROMISSORY NOTE EXHIBIT "K" - LEGAL DESCRIPTION OF EXISTING SITE -iv- REDEVELOPMENT AGENCY OF THE CITY OF ARCADIA 2004 LAND ASSEMBLY AND DEVELOPMENT AGREEMENT (Rusnak/Arcadia) THIS 2004 LAND ASSEMBLY AND DEVELOPMENT AGREEMENT (Rusnak/Arcadia) (this "Agreement ") is entered into as of December 7, 2004, for reference purposes only, by and between the REDEVELOPMENT AGENCY OF THE CITY OF ARCADIA, apublic body, corporate and politic, exercising governmental functions and powers and organized and existing pursuant to Chapter 2 of the Community Redevelopment Law of the State of California (Health and Safety Code Sections 33000, et se q.) (the "Agency "), and PAUL P. RUSNAK, as trustee of the Paul P. Rusnak Family Trust Dated November 14, 1988 (the "Owner "), and RUSNAK/ARCADIA, a California corporation (the "Operator "). IN CONSIDERATION OF THE PROMISES SET FORTH IN THIS AGREEMENT, THE AGENCY, THE OWNER AND THE OPERATOR AGREE, AS FOLLOWS: ARTICLE I PURPOSE OF AGREEMENT Section 1.1 The Purpose of this Agreement. The Owner and the Operator desire to expand the existing new and used automobile dealership and automobile service center operated by the Operator and located at 55 West Huntington in the City of Arcadia, California, on land owned by the Owner (the "Dealership "). The Dealership is situated in the redevelopment project area of the Central Redevelopment Project of the Agency (the "Project Area "). Certain lands onto which the Dealership may be expanded, subject to the provisions of this Agreement, are also situated within the Project Area. The purpose of this Agreement is to implement the Redevelopment Plan for the Project Area by providing, as necessary, for the assembly of up to five (5) parcels of property in proximity to the existing Dealership (each parcel is more particularly described in the legal descriptions attached to this Agreement as Exhibits "A -1" through "A -5" and, collectively, are referred to in this Agreement as the "Expansion Site," as further defined in Section 2.1.35) for sale to the Owner and development by the Owner of an expansion of the existing Dealership onto the Expansion Site. The parcels of land comprising the Expansion Site display a number of symptoms of blight and the Agency has determined that the redevelopment of the Expansion Site, in accordance with the terms of this Agreement, will assist the community in eliminating the conditions of blight on the Expansion Site and prevent the spread of conditions of blight into other areas of the community, including within the Project Area. The Expansion Project (as defined in Section 2.1.34) is in the vital and best interests of the City of Arcadia and the health, safety and welfare of its residents and is in accord with the public purposes and provisions of applicable state and local laws. The Agency has determined that the Expansion Project is consistent with the Redevelopment Implementation Plan for the Project Area. 1 RVPUB \DGW\674424.7 Section 1.2 . Owner Representation of No Relocation of Automobile Dealership; Indemnity and Defense of the City and the Agency. 1.2.1 Neither the Agency, nor the Owner, nor the Operator believe that Health and Safety Code Section 33426.7 applies to, the transactions contemplated in this Agreement. Additionally, the Owner and the Operator represent to the Agency and the City that, although the Owner and the Operator own and operate other vehicle dealer locations in Southern California, no vehicle dealer business will be relocated, as that term is defined in Health and Safety Code Section 33426.7,.from another location and, thereafter, conducted on the Expansion Site, following. completion of the Expansion Project. The Owner represents to the Agency that the Expansion Project is an expansion of the existing Dealership within the City and not a relocation of any vehicle dealer business previously conducted at another location. 1.2.2 The Owner and the Operator agree.and acknowledge that the Agency entered into this Agreement in material reliance on the representations of the Owner and the Operator set forth in Section 1.2.1. The Owner and the Operator agree, jointly and severally, to indemnify, defend (with counsel reasonably acceptable to the Agency and the City) and hold harmless the Agency and the City, and their respective elected officials, employees, consultants . and agents against any liability, damages, claims, proceedings or actions alleging or asserting that the Agency or the City in any way assisted the Owner and the Operator to relocate a vehicle dealer from another location into the City. The lack of insurance coverage or any failure of an insurance carrier to pay shall not relieve the Owner or the Operator of its obligations under this Section 1.2.2. 1.2.3 Additionally, within sixty (60) days following the Effective Date, the Owner shall deliver to the Agency, as an express condition precedent to any obligation of the Agency under this Agreement, an unconditional, irrevocable, standby Letter of Credit in an original principal sum of Four Million Dollars ($4,000,000), in the form attached to this Agreement as Exhibit "E," issued by a federally chartered bank, whose debt is rated not less than "A" by Moody's Investor's Services or comparably rated by another nationally recognized debt rating service or such other issuer approved by the Agency, in the Agency's sole and absolute discretion, naming the Agency as the beneficiary. The Letter of Credit shall be payable in a single draw or one or more, partial draws, upon presentation by the Agency of a sight draft. Each draw shall be payable within two (2) days of presentation of the sight draft. The Letter of Credit shall be for a term of not less than twelve (12) months from the Effective Date. The Letter of Credit shall be automatically renewed for additional consecutive twelve (12) month periods, unless, drawn upon in full by the Agency, released by the Agency or the issuing bank gives written notice to the Agency,, at least one hundred twenty (120) days prior to the expiration date stated in the Letter of Credit, that the bank will not renew the Letter of Credit. The Letter of Credit shall require its issuing bank to notify the Agency, not later than one hundred twenty (120) days prior to the stated expiration date of the Letter of Credit, as to the new expiration date of the Letter of Credit, if the Letter.of Credit will be renewed, or of the issuing bank's intention not to renew the Letter of Credit. The Letter, of Credit shall permit a draw in full prior to the expiration or termination of the Letter of Credit, if the Letter of Credit has not been replaced or renewed. The Letter of Credit shall provide that draws may be made at a location in either the City of Arcadia, California, or the County of Los Angeles, California, or such other location approved by the Agency, in the Agency's sole and absolute discretion. The Owner further 2 RVPUB \DGW\674424.7 - agrees that, if the Owner becomes insolvent or the subject of any action under the bankruptcy laws of the United States or any state, the Agency may immediately draw on the Letter of Credit, without notice to the Owner or any right to notice or a cure period in favor of the Owner as may arise under this Agreement or under other applicable law. The Agency may draw on the Letter of Credit to compensate the Agency for any loss, damage or expense incurred by or imposed upon the Agency or the City arising from the Owner's failure, refusal or delay in satisfying the Owner's obligations under Section 1.2.2 or the Owner's failure, refusal or delay in paying any Parcel Reuse Price or other Expansion Site Acquisition Cost incurred by the Agency that the Owner is obligated to pay under the terms of this Agreement or any loss, damage or expense incurred by or imposed upon.the Agency arising from the Owner's default under this Agreement, including, without limitation, the Owner's failure to make any payments required under Section 6.3 or Section 6.4. 1.2.4 Maintenance and Release of Letter of Credit Subject to the other terms and conditions of this Agreement, the Owner shall maintain the Letter of Credit until the letter of Credit is released by the Agency. The Agency shall release the Letter of Credit upon the Agency's issuance of a Certificate of Completion for the Expansion Project; pursuant to Section 7.4. Section 1.3 Restrictions Against Change in Ownership, Management and Control of Owner; Restrictions Against Transfer of Certain Property Interests. 1.3.1 The qualifications and identity of the Owner and the Operator are of particular concern to the Agency. The Agency would not enter into this Agreement, were it not for the qualifications and identity of the Owner and the Operator. The Owner and the Operator shall promptly notify the Agency in writing of any and all changes whatsoever in the identity of the business entities or individuals either comprising or in control of the Owner and the Operator, as well as any and all changes in the interest or the degree of control of the Owner.and the Operator by any such party, of which information the Owner and the Operator or any of their partners, members or officers have been notified or may otherwise have knowledge or information. This Agreement may be terminated by the Agency, prior to the issuance of a Certificate of Completion with respect to the Expansion Project, if there is any significant or material change, whether voluntary or involuntary, in membership, ownership, management or control of the Owner and the Operator (other than such changes occasioned by the death or incapacity of any individual) that has not been approved by the Agency, prior to the time of such change, or the Agency may seek other appropriate relief; provided, however, that (i) the Agency shall first notify the Owner and the Operator in writing of its intention to terminate this Agreement or to exercise any other remedy, and (ii) the Owner and the Operator shall have thirty (30) calendar days following its receipt of such written notice to commence and, thereafter, diligently and continuously proceed to cure the default of the Owner and the Operator and submit evidence of the initiation and satisfactory completion of such cure to the Agency, in a form and substance reasonably satisfactory to the Agency. 1.3.2 Except for any Permitted Security Interest, prior to the issuance of a Certificate of Completion, neither the Owner or the Operator shall sell, assign, convey, create any trust estate with respect to or otherwise transfer any of its interests in this Agreement, the Existing Site, the Expansion Site or the Expansion Project, without the prior written approval of 3 RVPUB \DGW \674424.7 the Agency,.which approval may be given or withheld in the Agency's sole and absolute discretion. The Owner and the Operator recognize that the qualifications and identity of each of them are of particular concern to the Agency and that a sale, assignment, conveyance, creation of a trust estate with-respect to or'other transfer of any of the Owner's and Operator's interests in this Agreement, the Expansion Site and/or the Expansion Project is for all practical purposes a transfer or disposition of the responsibilities of the Owner or Operator with respect to this Agreement, the Existing Site, the Expansion Site or the Expansion Project and, therefore, are only allowed in accordance with the provisions of this Section 1.3. Notwithstanding the foregoing provisions of this Section 1.3.2, inclusion of the Existing Site and/or the Expansion Site in the trust estate of the Paul P. Rusnak Family Trust Dated November 14, 1988, is expressly authorized under this Agreement. Section 1.4 Operator Subordination to Interests of Agency; Priority of Agency Deed of Trust. 1.4.1 The Operator hereby subordinates any and all interests of the ,Operator in the Existing Site, the Expansion Site and/or the Dealership Site, or any portion of any such site, whether in the form of leasehold, security, easement or otherwise, to the interests of the Agency in the Existing Site, the Expansion Site and/or. the Dealership Site created by this Agreement and/or the Agency Deed of Trust. 1.4.2 The Owner and the Operator each agree that the Agency Deed of Trust, when recorded against..the Existing Site, the Expansion Site and/or the Dealership Site or any portion of any such site, shall only be subordinate in priority or interest, if subordinate, to any Permitted Security Interests. ARTICLE II DEFINITIONS Section 2.1 Definitions. In addition to the definitions ascribed to certain words, phrases or terms in the.Preamble or Recitals of this Agreement, the following words, phrases or terms shall have the following definitions; 2.1.1 "Agency Loan" means and refers to a non - revolving line of credit loan from the Agency to the Owner in a maximum amount not to exceed Eight Million Dollars ($8,000,000) for the sole purpose of payment of Expansion Site Acquisition Costs,,pursuant to the terms of the Promissory Note. 2.1.2 "Agency Deed of Trust" means and refers to one or more deeds of . trust in the form of Exhibit "I" to this Agreement granted by the Owner for the benefit of the Agency and recorded against the Existing Site, the Expansion Site and/or the Dealership Site, in whole or in part, in the official records of the Recorder the County of Los Angeles, California, securing the Owner's obligations to the Agency pursuant to the Promissory Note and Section 6.3 and Section 6.4, inclusive, of this Agreement. 4 RVPUB\DGWW74424.7 2.1.3 "Agency Grant Deed" means and refers to a grant deed in the form of Exhibit "H" to this Agreement, conveying all of the Agency's interest in a Parcel or Parcels to the Owner. 2.1.4 "Agency /Owner Escrow" means and refers to an escrow established with Escrow Holder for the exchange of monies and documents, as described in ARTICLE W of this Agreement, for the Agency to sell Parcels acquired by the Agency to the Owner and the Owner to purchase Parcels from the Agency in Phases. 2.1.5 "Agency /Owner Escrow Closing Date", means and refers to the first to occur of (1) the Owner has received a conveyance of title to each of the Parcels from the Agency (whether by Agency Grant Deed or Order for Pre - Judgment Possession) or (2) the date . on which the Agency informs the Owner in writing that the Agency will not be acquiring title to any more Parcels, pursuant to this Agreement. 2.1.6 "Agency /Parcel Owner Escrow" means and refers to an escrow established with Escrow Holder to consummate a transaction described in a Parcel Acquisition Agreement between a Parcel Owner and the Agency for the Parcel Owner to sell its Parcel to the Agency and the Agency to purchase the Parcel from the Parcel Owner. 2.1.7 "Agency's Title Notice Response" means and refers to the written response of the Agency to the Owner's Title Notice, in which the Agency (i) either elects to cause the removal from the Preliminary Report of any matters shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Title Policy that were objected to in the Owner's Title Notice or (ii) elects not to cause the removal from the Preliminary Report of any matters shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Title Policy that were objected to in the Owner's Title Notice. 2.1.8 "ALTA Excess Costs" means and refers to any premium amount required to be paid to obtain the Title Policy from the Title Company in excess of the amount of the CLTA Premium Costs. 2.1.9 "ALTA Survey" means and refers to a survey of a Parcel conducted in accordance with American Land Title Association standards for a land survey that is a pre- requisite to issuance of the Title Policy by the Title Company. 2.1.10 "BOE" means and refers to the California State Board of Equalization or its successor in function, 2.1.11 "CEQA" means and refers to the California Environmental Quality .Act, Public Resources Code Sections 21000, et sec. 2.1.12 "Certificate of Completion" means and refers to the written certification of the Agency that the Expansion Project is complete in compliance with the terms and conditions of this Agreement, in the form of Exhibit "I" to this Agreement. 2.1.13 "City" means and refers to the City of Arcadia, California. 5 RVPUB \DGW\674424.7 _ 2.1.14 "City Attorney" means and refers to the City Attorney for the City of Arcadia, California. 2.1.15 "City Requirements" shall have the meaning ascribed to the term in Section 5.2.1. 2.1.16 "Close of Escrow" means and refers to the recording of the Agency Grant Deed in the Official Records of the Recorder.of the County of Los Angeles, California, and completion of each of the actions set forth in Article N by Escrow Holder regarding each Phase of the Agency /Owner Escrow for the Agency to sell a Parcel or Parcels to the Owner. 2.1.17 , "CLTA Premium Costs" means and refers to the amount of the Title Company's premium charge for a standard coverage CLTA owner's policy of title insurance insuring fee title to a Parcel in the Owner with coverage in the full amount of the Parcel Reuse Price or the equivalent ALTA owner's policy of title insurance, with regional exceptions. 2.1.18 "Completion Date" shall. have the meaning ascribed to the term in Section 5.4. 2.1.19 "Condemnation Parcel Due Diligence Period" shall have the meaning ascribed to the term in Section 3.4.2. 2:1.20 "Court" means and refers to the branch, division, district or other subdivision of the Superior Court of the State of California in and for the County of Los Angeles, California,' in which any action in eminent domain commenced by the Agency to acquire, a Parcel is pending, if any. 2.1,21 "Dealership Sales Tax" means and refers to an amount equal to one percent (1 %) of the gross receipts of the Operator from the sale or lease of all tangible personal property from the Dealership Site that are subject to local sales and use tax pursuant to Revenue and Taxation Code Sections 7200, et seq. 2.1.22 "Dealership Operating Year" means and refers, individually, to each of ten (10) consecutive twelve (12) month periods following the Opening Date, with the first Dealership Operating Year commencing on the first day of the first calendar quarter following the ,Opening Date, with each such twelve (12) month period referred to in this Agreement in consecutive. numerical order as Dealership Operating Year 1, Dealership Operating Year 2, etc. 2.1.23 "Dealership Site" shall have the meaning ascribed to the term in Section 7.2. 2.1.24 "Effective Date" ,shall have the meaning ascribed to the term in Section 11.13. 2.1.25 "Environmental Losses" shall have the meaning ascribed to the term in Section 6.10. 6 RV PUB 1DG W \674424.7 2.1:26 "Environmental Matters" shall have the meaning ascribed to the term in Section 6.10. 2.1.27 "Escrow. Closing Date" shall have the meaning ascribed to the term in Section 4.8. 2.1.28 "Escrow Holder" means and refers to United Title Company, 15821 Ventura Boulevard, Suite 160, Encino, California 91436. 2.1.29 "Escrow Opening Date" shall have the meaning ascribed to the term in Section 4.2. 2.1.30 "Escrow Transfer Parcel Due Diligence Period" shall have the meaning ascribed to the term in Section 3.4.1. 2.1.31 "Event of Default" shall have the meaning ascribed to the term in Section 10.2. 2.1.32 "Executive Director" means and refers to the Executive Director of the Agency or his or her designee or successor in function. 2.1.33 "Existing Site" means and refers to that certain real property on which the Dealership is located prior to the Effective Date, as more specifically described in the legal description attached to this Agreement as Exhibit "K." 2.1.34 "Expansion Project" means and refers to those certain private, commercial improvements that the Owner proposes to construct on the Expansion Site, including all required or associated on -site and off -site improvements, all. hardscape and all landscaping, all as specifically described in the Scope of Development, and to be developed in accordance with plans and specifications approved by the City and any conditions imposed by the City in its consideration of the Owner's development application related to the Expansion Project. Alternatively, if the Agency acquires all of the Parcels comprising one Phase, but not all of the Parcels comprising the other Phase, the term "Expansion Project" shall mean and refer to those certain private, commercial improvements that the Owner proposes to construct on the. Parcels in the complete Phase, including all required or associated on -site and off -site improvements, all hardscape and all landscaping, pursuant to the provisions of Section 5.1.1, including the prior approval of the Agency, and to be developed in accordance with plans and specifications approved by the City and any conditions imposed by the City in its consideration of the Owner's development application related to such improvements. 2.1.35 "Expansion Site" means and refers to approximately 3.6 acres of land, more or less, in the City, consisting of the five (5) Parcels specifically described in Exhibits "A -1" through "A -5 ". 2.1.36 "Expansion Site Assembly Consultation" shall have the meaning ascribed to the term in Section 3.6. 7 RVPUB\DGW\674424.7 2.1.37. "Expansion Site Acquisition Costs" means and refers to the sum of all payments made by the Agency towards Parcel Purchase Prices, relocation assistance benefits for occupants of Parcels, just compensation to occupants of Parcels and Parcel Owners, for furniture, fixtures, equipment, moveables, inventory and goodwill, whether negotiated or pursuant to an order of a Court in an eminent domain proceeding to acquire a Parcel, payments to obtain waivers of claims to any such compensation or benefits, replacement costs, damages awarded against'the Agency in actions for ancillary compensation or damages related to the Agency's acquisition of a Parcel or Parcels through an eminent domain proceeding; including, but not limited to damages for inverse condemnation or pre - condemnation conduct of the Agency, damages or the expense of other performance obligations arising from actions to obtain or retain possession or title to a Parcel or Parcels, reasonable attorney fees related to any of the foregoing or related to this Agreement, expert witness fees of the Agency, trial costs and expenses, interest and other sums payable by the Agency pursuant to an order of a court in any proceeding or action referred to in this Section 2.1.37 or pursuant to statute, all costs, fees and expenses payable by the Agency in the event of an abandonment or dismissal of any eminent . domain proceeding regarding any Parcel, any costs and expenses related to cancellation of an Agency/Parcel Owner Escrow due to the Owner's refusal to accept a conveyance of a Parcel and any payments made by the Agency to third -party, consultants for appraisals, relocation services, legal services and other services relative to performance of this Agreement. 2.1.38 "Expansion Site Reuse Appraisal" means and refers to the final appraisal report of an appraiser selected and retained by the Agency, in the Agency's sole discretion, regarding the reuse value of the Expansion Site. 2.1.39 "Expansion Tax Increment Base Year Value" means and refers to the aggregate assessed valuation of the Parcels comprising the Dealership Site for ad valorem property taxation purposes as of the January 1 lien date for the tax year of the County of Los Angeles, California, in which the Effective Date occurs. 2.1.40 "FIRPTA Affidavit" means and refers to an affidavit complying with Section 1445 of the United States Internal Revenue Code substantially in the form of Exhibit "G" to this Agreement. 2.1.41 "Hazardous Substances" means and refers to, without limitation, substances defined as "hazardous substances," "hazardous material," "toxic substance," "solid waste," or "pollutant or contaminate" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Sections 9601, et seq.; the Toxic Substances Control Act ( "TSCA ") [15 USC Sections 2601, et seq.]; the Hazardous Materials Transportation Act, 49 U.S.C. Sections 1801', et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. Sections 6901, et seq.; those substances listed in the United States Department of Transportation (DOT)Table [49 CFR 172.101], or by the EPA, or any successor authority, as hazardous substances [40 CFR Part 302]; . and those substances defined as "hazardous waste" in Section 25117 of the California Health and Safety Code or, as "hazardous substances" in Section 25316 of the California Health and Safety Code; other substances, materials, and wastes that are, or become, regulated or classified as hazardous or toxic under federal, state, or local laws or regulations and in the regulations adopted pursuant to said laws, and shall also include manure, asbestos, polychlorinated biphenyl, flammable explosives, 8 RVPUB\DGW\674424.7 radioactive material, petroleum products, and substances designated as a hazardous substance pursuant to 33 USC Section 1321 or listed pursuant to 33 USC Section 1317. 2.1.42 "In -Lieu Tax Increment Payment" shall have the meaning ascribed to the term in Section 63.2. 2.1.43 "In -Lieu Minimum Sales Tax Payment" shall have the meaning ascribed to the term in Section 6.4.1. 2.1.44 "Lender" means and refers to the entity or entities that provide a Loan and may hold a Permitted Security Interest in the Existing Site, the Expansion Site or the Dealership Site or any portion of any such site. 2.1.45 "Letter of Credit" means and refers to the irrevocable standby letter of credit described and required in Section 1.2.3, obtained by the Owner for the benefit of the Agency to secure the Owner's performance of its obligations under this Agreement. 2.1.46 "Loan" or "Loans" means and refers to the loan or loans, if any, that the Owner shall obtain to be used and applied solely for the acquisition of the Expansion Site, the construction of the Expansion Project or, thereafter, the permanent financing of the Expansion Project, all in an aggregate amount (inclusive of principal, points, fees and other initial or later charges, other than interest over the term of the loan) not to exceed the lesser of: (i) Twenty -Five Million Dollars ($25,000,000), or (ii) the maximum amount that, when added to the amounts of all other obligations secured by liens upon the Existing Site and the Expansion Site and, eventually, the Dealership Site, will not cause the total of all amounts secured by liens upon the Existing Site and the Expansion Site and, eventually, the Dealership Site to exceed eighty percent (80 %) of. (y) during the period of construction and installation of the Expansion Project, the fair market value of the Dealership Site upon issuance of a Certificate of Occupancy by the City for the, completed Expansion Project, as determined by the primary Construction Lender, and (z) following completion of the Expansion Project, the then current fair market value of the Dealership Site. Any Loan shall be obtained by the Owner from a financing source thaf is reasonably acceptable to the Agency. 2.1.47 "Loan Documents" means and refers to the various documents and instruments by and between the Owner and any Lender that evidence a Loan and the security for repayment of such Loan. 2.1.48 "Minimum Annual Sales Tax Amount" shall have the meaning ascribed to the term in Section 6.4.1. 2.1.49 "Minimum Assessed Valuation" shall have the meaning ascribed to the term in Section 6.3.2. 2.1.50 "Notice of Agreement" means and refers to a notice setting forth the material terms of this Agreement that run with the land of the Expansion Site or the Dealership Site and that shall be recorded in the official records of the Recorder of the County of Los Angeles, California, in the form attached to this Agreement as Exhibit "F." 9 RVPUBMGW'674424.7 2.1.51. "Notice of Cessation" has the same meaning as ascribed to the term in California Civil Code Section 3092. 2.1.52 "Notice of Completion" has the same meaning as ascribed to the term in California Civil Code Section 3093. 2.1.53 "Opening Date" shall have the meaning ascribed to the term in Section 6.4.3. 2.1.54 "Operator Incentive" shall have the meaning ascribed to the term in Section 6.5 2.1.55 "Owner Contribution" means and refers to the Owner's, responsibility to pay the amount of all Expansion Site Acquisition Costs in excess of the amount of the maximum principal of the Agency Loan, including, without limitation, the Parcel Reuse Prices to be paid by the Owner. . 2.1.56 "Owner Investigations" means and refers to the Owner's due diligence investigation of each Parcel to determine the suitability of such Parcel for development and operation of the Expansion Project, including, without limitation, investigations of the environmental and geotechnical suitability of such Parcel, as deemed appropriate in the sole and reasonable discretion of the Owner, and the preparation by the Owner of an ALTA Survey of each Parcel, pursuant to Section 14:6, all at the sole cost and expense of the Owner. 2.1.57 "Owner Investigation Conclusion Notice" means and refers to a written notice of the Owner delivered to the Agency, prior to the end of the Escrow Parcel Due Diligence Period or the Condemnation Parcel Due Diligence. Period relating to a Parcel, as applicable, indicating the Owner's acceptance of the physical condition of the Parcel or indicating the Owner's rejection of the physical condition of the Parcel and refusal to accept a conveyance of fee title to the Parcel, describing in reasonable detail the actions that the Owner reasonably believes are indicated to allow the Owner to accept the physical condition of the Parcel. 2.1.58 "Owner's Title Notice" means and refers to a written notice from the Owner to the Agency indicating the Owner's acceptance of the state of the title to a Parcel, as described in the Preliminary Report, or Owner's objection to specific matters shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Title Policy for the Parcel, describing in suitable detail the actions that the Owner reasonably believes are indicated to cure or correct each of the Owner's objections: 2.1.59 "Owner's Title Notice Waiver" means and refers to a written notice from the Owner to the Agency waiving the Owner's previous objection in the Owner's Title Notice to specific matters shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Title Policy for a Parcel 2.1.60 "Parcel" means and refers, individually, to each of the separate parcels of land legally described in Exhibits "A -1," "A -2," "A -3," "A -4, and "A -5" to this Agreement, respectively. 10 RVPUB\DGW\674424.7 2.1.61 "Parcel Acquisition Agreement" means and refers to a'written agreement between the Agency and a Parcel Owner for the Agency to purchase a Parcel from the Parcel Owner and for the Parcel Owner to sell the Parcel to the Agency. 2.1.62 "Parcel FMV Appraisal" means and refers to the final appraisal report of an appraiser selected and retained by the Agency, in the Agency's sole discretion, regarding the Fair Market Value of each Parcel. 2.1.63 "Parcel Owner" means and refers, collectively, to each person or legal entity in which fee title to a Parcel is vested. 2.1.64 "Parcel Purchase Price" means and refers to the sum of money and the value of other consideration to be paid by the Agency to a Parcel Owner to acquire fee title ownership to the Parcel owned by that Parcel Owner, whether pursuant to a Parcel Acquisition Agreement or a final order of a court in an eminent domain or other action commenced by or against the Agency relating to the Agency's acquisition of Parcel. 2.1.65 "Parcel Reuse Price" means and refers to the value of a Parcel for redevelopment and reuse through construction, installation and operation of the Expansion Project, agreed to be twenty-eight dollars and fifty cents ($28.50) per square foot of land area, based upon the Expansion Site Reuse Appraisal, multiplied by the land area square footage of the Parcel, less any express credit against the Parcel Purchase Price received by the Agency from the Parcel Owner under the Parcel Acquisition Agreement for abatement or remediation of Hazardous Substances on the Parcel. 2:1.66 "Party" means and refers, individually, to either the Agency, the Owner or the Operator, as applicable. 2.1.67 "Parties" means and refers, collectively, to the Agency, the Owner and the Operator. 2.1.68 "PCO Statement" means and refers to a preliminary change of ownership statement required under California Revenue and Taxation Code Section 480.3. 2.1.69 "Permitted Exceptions" means and refers to (i) any and all items shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Title Policy that the Owner accepts, pursuant to Section 3.3; (ii) any exceptions from coverage under the proposed Title Policy resulting from the Owner's activities on the Parcel; (iii) non- delinquent property taxes and assessments; (iv) this Agreement; (v) the Agency Grant Deed; and (vi) all rights of occupancy of the Parcel. 2.1.70 "Permitted Security Interest" means and refers to a deed of trust or other security instrument required by the Lender(s) to be recorded as a lien against the Expansion Site or the Dealership Site or any portion of the Expansion Site or the Dealership Site to secure the Owner's performance under a Loan and any associated Loan Documents that are all reasonably acceptable to the Agency, not including any form of subordination, inter - creditor or similar agreement affecting the recording priority or enforceability of the Agency Deed of Trust. 11 RVPU13\DGWN674424.7 2.1.71 "Phase" means and refers to the phased acquisition of the Expansion Site in two Phases, with one Phase consisting of the Parcels legally described in Exhibits "A -1" and "A -3" to this Agreement and one Phase consisting of the Parcels legally described in Exhibits "A -2," "A -4" and "A -5" to this Agreement, which Phases may be transferred to the Owner in any order, so long as all of the Parcels in the Phase are transferred, concurrently, except to the extent that the Owner acquires any Parcel in a Phase through negotiated purchase with a Parcel Owner, in which case such Parcel shall be eliminated from the applicable Phase. 2.1.72 "Preliminary Report" means and refers to a preliminary report issued by the Title Company in contemplation of the issuance of a Title Policy, accompanied by legible copies of all documents listed in Schedule B of the report (or the best copies available) as exceptions to coverage under the proposed Title Policy. 2.1.73 "Project Area" means and refers to the Central Redevelopment Project Area of the Agency. 2.1.74 "Promissory Note" means and refers to a promissory note. in the form attached to this Agreement as Exhibit "J" made by the Owner in favor of the Agency evidencing the indebtedness of the Owner to the Agency for all amounts advanced by the Agency under the Agency Loan, the repayment of which shall be secured by the Agency Deed of Trust. 2.1.75 "Property " shall have the meaning ascribed to the term in each and every Agency Deed of Trust. 2.1.76 "Record", "recorded'% "recording or "recordation" each mean and refer to recordation of the referenced document in the official records of the Recorder of the County of Los Angeles, California. 2.1.77. <- "Sales Tax Base Year Value" means and refers to the first Seven Hundred Thousand Dollars ($700,000) in Dealership Sales Tax generated during each Dealership Operating Year:' 2.1.78 "Schedule of Performance" means and refers to the schedule for the performance of cert ain actions by the Agency or the Owner, pursuant to this Agreement, attached to this Agreement as Exhibit "B." 2.1.79 "Scope of Development" means and refers to the detailed description of the primary elements of the Expansion Project attached to this Agreement as Exhibit "C." 2.1.80 "Title Company" means and refers to United Title Company, 15821 Ventura Boulevard, Suite 160, Encino, California 91436, or, with reference to each Agency/Parcel Owner Escrow, another title insurance company mutually agreed upon by the Agency and a Parcel Owner in the applicable Parcel Acquisition Agreement. 2.1.81 "Title Policy" means and refers to an ALTA extended coverage owners' policy of title insurance issued by the Title Company, without regional exceptions, and with coverage: (1) in the case of an Agency/Parcel Owner Escrow, in the full amount of the 12 RVPUB\DGw1674424.7 Parcel Purchase Price insuring fee title to the Parcel vested in the Agency, or (2) in the case of each Phase of the Agency /Owner Escrow, in the full amount of the Parcel Reuse Price insuring fee title to the Parcel vested in the Owner. 2.1.82 "Unavoidable Delay" means and refers to any delays that are beyond the control of the Agency or the Owner, including delays caused by strikes, acts of God, weather, inability to obtain labor or materials, inability to obtain governmental permits or approvals, governmental restrictions, civil commotion, fire or similar causes, and delays resulting from actions taken in or the duration of any eminent domain proceeding to acquire one or more Parcels, but excluding financial circumstances or events that may be resolved by the payment of money, except as otherwise specifically provided in this Agreement, and , circumstances subject to Section 6.7. ARTICLE III EXPANSION SITE ASSEMBLY Section 3.1 Negotiations with Parcel Owners. 3.1.1 As of the date of this Agreement, neither the Agency nor the Owner owns any of the Parcels. The Agency shall use its reasonable best efforts to acquire each Parcel from the Parcel Owner by negotiated purchase. Nothing contained in this Agreement shall require the Agency to pay a Parcel Purchase Price that the Agency determines, based upon a Parcel FMV Appraisal, exceeds the fair,market value for such Parcel or to spend in excess of the . amount of the maximum principal balance of the Agency Loan towards Expansion Site Acquisition Costs. 3:1.2 In connection with each Agency negotiated purchase of a Parcel, if any, the Parcel Owner and the Agency shall enter into " a written agreement for the purchase and sale of the Parcel (referred to in this Agreement as a 'Parcel Acquisition Agreement ") and open an "Agency/Parcel Owner Escrow" with the Escrow Holder. 3.1.3 All Agency/Parcel Owner Escrows, if any, shall be closed by the date set forth in the Schedule of Performance for such actions, or such other date mutually agreed upon in writing by the Owner and the Agency. 3.1.4 The Owner shall not be a party to any Agency/Parcel Owner Escrow and no instruction of the Owner to the Escrow Holder regarding an Agency/Parcel Owner Escrow shall have any force or effect as to the Agency or. the Escrow Holder in any Agency /Parcel Owner Escrow transaction. As more fully set forth in Article IV, the Agency and the Owner shall open a separate escrow with the Escrow Holder through which the Owner shall purchase from the Agency each Phase of Parcels acquired by the Agency, if any. Section 3.2 Eminent Domain Proceedings. To the extent that the Agency is unable to acquire one or more Parcels through negotiation with the Parcel Owner(s) and the Executive Director determines that (i) an Agency offer with respect to a Parcel has been rejected or (ii) that further discussion, negotiation or modification of a pending Agency offer regarding a Parcel is unlikely to be accepted by the Parcel Owner of such Parcel, the Agency agrees to schedule and 13 RVPUB \DGW\674424.7 hold a hearing to consider adoption of a resolution of necessity authorizing the use of the Agency's power of eminent domain to acquire such Parcel or Parcels. The Agency shall notify the Owner of its scheduling of -a hearing to consider adoption of a resolution of necessity regarding the acquisition of a Parcel. Nothing in this Agreement shall require the Agency to adopt a resolution of necessity regarding any Parcel or to acquire any Parcel by exercise of the Agency's power of eminent domain. If the Agency considers adoption of a resolution of necessity regarding a Parcel and does not adopt such a resolution, the Agency and the Owner shall promptly schedule an Expansion Assembly Consultation to determine whether or not the Parcel should be removed from the Expansion Site. Nothing in this Agreement shall require or commit the Agency to acquire any interest in a Parcel by exercise of the power of eminent domain or otherwise. Additionally, the Owner and the Operator each acknowledge" and agree that, if the Agency adopts a resolution of necessity to acquire an interest in a Parcel or Parcels by exercise of its power of eminent domain, the Agency shall be represented, in any such proceeding by legal counsel of the Agency's selection, in the Agency's sole and absolute discretion, and the Agency's legal counsel shall not represent the Owner or the Operator in any capacity relative to any such proceeding, nor shall the Owner or the Operator have any right of direction or control or any influence over the of the Agency or its legal counsel relative to any eminent domain proceeding to acquire an interest in a Parcel or Parcels. Section 3.3 Title, Approval. As soon as practicable following the opening of each Agency/Parcel Owner.Escrow, pursuant to the terms of the Parcel Acquisition Agreement for the Parcel, or within thirty (30) days following the adoption of a resolution of necessity regarding acquisition" of a Parcel by the Agency, the Agency shall 'obtain from Title Company the Preliminary Report and deliver a copy of the Preliminary Report to the Owner., Within thirty (30) days the Owner's receipt of the Preliminary Report, Owner shall serve the Agency with Owner's Title Notice. If Owner fails to serve the Agency with Owner's Title Notice, within thirty (30) days of the Owner's receipt of the. Preliminary Report, the Owner will be deemed to disapprove the status of title to the particular Parcel and refuse to accept title to the Parcel, in which case the Agency may cancel the pending Agency/Parcel Owner Escrow for the Parcel or abandon any eminent domain proceeding for the Agency to acquire the Parcel, in the Agency's sole discretion, and the Parcel shall be removed from the Expansion Site. Within thirty (30) days following receipt by the Agency of Owner's Title Notice, if any, the Agency shall serve Agency's Title Notice Response. If the Owner's Title Notice does not object to any matter in the Preliminary Report, the Agency shall not be required to serve Agency's Title Notice Response. If the Agency does not serve Agency's Title Notice Response, if necessary, within thirty(30) days following its receipt of Owner's Title Notice, the Agency shall be deemed to elect not to remove any matter objected to in Owner's Title Notice, if any, from the Preliminary Report. If the Agency in Agency's Title Notice Response to cause the removal of any matter objected to in Owner's Title Notice from the Preliminary Report, the Agency shall cause the removal of each such objectionable matter from the Preliminary Report within sixty (60) days of receipt by the Owner of Agency's Title Notice Response or such other period of time that may be agreed to in writing by the Agency and the Owner. If the Agency is unwilling or unable to cause the removal of any matter objected to in Owner's Title Notice 'from the Preliminary Report, then, within fifteen (15) days of Owner's receipt of Agency's Title Notice Response, the Owner may either (1) refuse to accept the title to the Parcel, in which case the Agency may cancel the pending Agency/Parcel Owner Escrow for the Parcel or abandon any eminent domain proceeding for the Agency to acquire the Parcel, in the Agency's sole discretion, and the Parcel shall be removed 14 RVPUF30GW1674424.7 from the Expansion Site, or (2) waive its objection to any items set forth in Owner's Title Notice by delivering the Owner's Title Notice Waiver to the Agency., Failure by the Owner to respond in writing to Agency's Title Notice Response, where Agency's Title Notice Response or the Agency's failure to serve Agency's Title Notice Response indicates the Agency's election not to cause the removal of any matter objected to in Owner's Title Notice from the Preliminary Report, within fifteen (15) days of Owner's receipt of Agency's Title Notice Response or expiration of the time period for the Agency to deliver Agency's Title Notice Response under this Agreement, will be deemed Owner's continued refusal to accept the title to and conveyance of the Parcel, in which case the Agency may cancel the pending Agency/Parcel Owner Escrow for the Parcel or abandon any eminent domain proceeding for the Agency to acquire. the Parcel, in the Agency's sole discretion, and the Parcel shall be removed from the Expansion Site. Section 3.4 Owner Investigations. 3.4.1 As soon as practicable following the opening of each Agency/Parcel Owner Escrow, the Agency shall notify the Owner that the particular Parcel is available for inspection by the Owner, pursuant to this Section 3.4, subject to the terms of the Parcel Acquisition Agreement for the. Parcel. The Owner shall have sixty (60) days or such shorter period of time allowed to the Agency for such due diligence under the applicable Parcel Acquisition Agreement following such notice (each, an "Escrow Transfer Parcel Due Diligence Period ") to complete all of its Owner Investigations. Notwithstanding any provision of this Agreement, any Owner Investigations of the condition or suitability of a Parcel for the Expansion Project, including, without limitation, any intrusive testing or engineering study of the Parcel or intrusive sampling of any structure on the Parcel, shall be subject to the applicable provisions of the Parcel Acquisition Agreement for the particular Parcel. 3.4.2 Owner access to a Parcel being acquired pursuant to the Agency's exercise of the power of eminent domain, following commencement of a legal action, for purposes of conducting Owner Investigations on such Parcel, shall be subject to an appropriate order of the Court, The Owner shall have sixty (60) calendar days or such shorter time period ordered by the Court, following the entry of an order by the Court granting access to a Parcel being acquired by eminent domain, if any (each, a "Condemnation Parcel Due Diligence Period "), to complete all of its Owner Investigations regarding the Parcel. Any Owner Investigations of a Parcel being acquired by eminent domain, including, without limitation, any intrusive testing or engineering study of the Parcel or intrusive sampling of any structure on the Parcel, shall be subject to an appropriate order of the Court. 3.4.3 The Owner shall complete all of its Owner Investigations within the Escrow Transfer Parcel Due Diligence Period or the Condemnation Parcel Due Diligence Period, as applicable, and shall conduct all of its Owner Investigations at its sole cost and expense. The Owner shall rely solely and exclusively upon the results of its Owner Investigations of the Parcels, including, without limitation, investigations regarding geotechnical soil conditions, compliance with applicable laws pertaining to the use of the Parcel by the Owner and any other matters relevant to the physical condition or suitability of the Parcel for the Expansion Project, as the Owner may deem.necessary and appropriate. The Agency makes no representation or warranty to the Owner relating to the condition or suitability of a Parcel for any intended use or development by the Owner. 15 . RVPUB %DGW\674424.7 3.4.4 The Owner shall deliver a Owner Investigation Conclusion Notice to the Agency and the Escrow Holder for each Parcel, prior to the end of the Escrow Transfer Parcel Due Diligence Period or the Condemnation Parcel Due Diligence Period, as applicable. If the Owner does riot accept the condition of 'a Parcel by the end of the applicable Escrow Transfer Parcel Due'Diligence Period or Condemnation Parcel Due Diligence Period, the Owner shall be deemed to have rejected the condition of the Parcel and refused to accept conveyance of title to the Parcel. If the condition of a Parcel is rejected by the Owner, then the Agency and the Owner shall schedule an Expansion Site Assembly. Consultation to confer about the means by which such rejection may be withdrawn by the Owner. If the Agency and the, Owner cannot agree upon a means of correcting the condition of the Parcel rejected by the Owner, the Parcel shall be removed from the Expansion Site and the Agency may cancel any Agency/Parcel Owner Escrow regarding the Parcel or abandon any eminent domain proceeding for the Agency to acquire the Parcel, in the Agency's sole discretion. 3.4.5 The Owner acknowledges that there is a high probability that certain of the Parcels contain structures improved with asbestos containing materials ( "ACM ") and/or lead -based paint ( "LBP ") and that, if the Owner accepts the condition of a Parcel; and the Phase of the Agency /Owner Escrow regarding the Parcel closes or the Agency obtains a prejudgment order of possession for the Parcel from the Court, as applicable, the Owner shall be solely responsible for abating and transporting any ACM and/or LBP - containing demolition wastes for disposal off -site at a lawful waste disposal facility in the manner required by law. The Owner acknowledges that the Agency assumes no liability for damages for personal injury, illness, disability, or death to the Owner, or any person, including members of the general public, arising from or incident to the use, abatement, handling, removal, transportation or disposal of any ACM or LBP from or in any improvements on any Parcel. The Owner further acknowledges that there, is a possibility that one or more of the Parcels contain buried vaults, buried in- ground swimming pools, underground storage, tanks, subsurface debris and non - native soils previously imported by unknown third persons from off -site locations, abandoned infrastructure and utilities and other 'man-made materials associated'with the prior improvement and use of one or more of the Parcels. The Owner shall accept all such conditions of a Parcel without any liability of the Agency whatsoever, upon the Owner's acceptance of the condition of the Parcel. The Owner Investigation Conclusion Notice accepting the condition of a Parcel shall evidence the acceptance of the condition of the Parcel by the Owner in its existing "AS IS," "WHERE IS" and "SUBJECT TO ALL FAULTS" condition as of the last day of the Escrow Transfer Parcel Due Diligence Period or the Condemnation Parcel Due Diligence Period, as applicable. In its sole discretion, the Owner may accept a Parcel in its "AS IS," "WHERE IS" and "SUBJECT TO ALL FAULTS" condition at any time before the end of the applicable Escrow Transfer Parcel Due Diligence Period or Condemnation Parcel Due Diligence Period. The Owner may not commence any portion of the Expansion Project on the Parcel, including, without limitation, the demolition of any improvements on the Parcel, until all Phases of the Agency /Owner Escrow are closed. 3.4.6 As part of its Owner Investigations, the Owner shall cause an ALTA Survey of each Parcel to be prepared by, a licensed civil engineer selected by the Owner to enable the Title Company to issue, with respect to a given Parcel, at the time of the close of the Agency/Parcel Owner Escrow for the Parcel or the entry of a final order of the Court in an eminent domain proceeding for the Agency to acquire the Parcel, an Extended Coverage ALTA 16 RVPUB\DGWA674424.7 Owner's Policy of Title Insurance insuring fee title to the Parcel vested in the Agency or the Owner, as applicable, in the full amount of the Parcel Purchase Price. The Owner shall deliver a copy of the ALTA Survey for each Parcel to the Agency, with its Owner Investigation Conclusion Notice. Any exception to title indicated by the ALTA Survey for a Parcel shall be a Permitted Exception, unless the Owner delivers written notice of its objection to such title survey exception to the Agency with the Owner Investigation Conclusion Notice regarding the Parcel, in which case the Agency and the Owner shall proceed pursuant to " Section 3.3. to, attempt to resolve any such objection of the Owner. 3.4.7 Any Owner Investigations of a Parcel shall not unreasonably disrupt any then existing use or occupancy of the Parcel or the business operations of the Agency. The Owner shall be liable for any damage or injury to any person or property arising from the acts of the Owner, its employees, agents or representatives during the course of any Owner Investigations on a Parcel, and the Owner shall indemnify, defend with counsel reasonably acceptable to the Agency and hold harmless the Agency and its elected officials, officers, directors, attorneys, agents and employees from any and all liens, claims, demands or liability arising from any Owner Investigations on a Parcel. Prior to commencing any Owner Investigations on a Parcel, the Owner shall deliver copies of policies or certificates of insurance to the Agency evidencing compliance by the Owner with the insurance requirements of Section 6.2. 3.4.8 The Owner acknowledges receipt from the Agency of a Phase I Environmental Assessment Report, dated January 30, 2002, prepared by IT Corporation (now, Shaw Environmental) regarding all of the Parcels, without representation or warranty from the Agency regarding the assumptions, methods or accuracy of the report. Section 3.5 Conditions Precedent to Agency Expansion Site Assembly. 3.5.1 The Agency shall only initiate actions to acquire any of the Parcels following confirmation by the Executive Director that each of the following conditions is satisfied: (a) The Owner has delivered the issued Letter of Credit to the Agency; (b) The Owner has executed the Promissory Note, the Agency Deed of Trust and the Notice of Agreement, the latter two (2) documents for recordation against the Existing Site, and deposited all of them into Escrow, for immediate recordation and delivery to the Agency; (c) The Owner has submitted to the Agency copies of polices of insurance evidencing insurance coverage carried by the Owner meeting all of the requirements of Section 6.2; (d) The Agency has received a Parcel FMV Appraisal regarding each Parcel and the governing board of the Agency has approved each such Parcel FMV Appraisal; and 17 RVPUBOGR\674424.7 (e) No information has come to the attention of the Executive Director indicating that the total Expansion Site Acquisition Costs will exceed the sum of the Parcel FMV Appraisals for all of the Parcels by more than ten percent (10 %). 3.5.2 If the Executive Director does not confirm the satisfaction of each of the conditions 'set forth in Section 3.5.1 by the date set forth in the Schedule of Performance for such confirmation, either Party shall have the right to terminate this Agreement, without liability to the other Party, by delivering written notice of termination to the other Party, unless at least ten (10) days prior to the date set forth in the Schedule of Performance for such confirmation, the Parties agree in writing to a'specific extension of the date by which the Executive Director may confirm the satisfaction of one or more of the conditions set forth in Section 3.5.1. 3.5.3 Following the Executive Director's confirmation of the satisfaction of all of the conditions set forth in Section 3.5.1, the Agency shall transmit to the Parcel Owner of each Parcel a written offer to purchase the Parcel owned by such Parcel Owner, if the Agency has not previously transmitted such an offer to the Parcel Owner, within the previous one hundred eighty (180) days. Each written offer of the Agency to purchase a Parcel shall be based upon the Parcel FMV Appraisal for the Parcel. The Agency reserves the discretion to engage in discussions and negotiations with each Parcel Owner regarding the terms and conditions of each offer of the Agency to purchase a Parcel. The Agency further reserves the discretion to modify or withdraw any pending offer of the Agency to purchase a Parcel, at any time prior to acceptance of the offer bythe Parcel Owner. Upon acceptance by a Parcel Owner of an offer of the Agency to purchase a Parcel by execution of a=Parcel Acquisition Agreement by the Parcel Owner, pursuant'to the terms of a pending offer of the Agency to such Parcel Owner, the Agency shall promptly open an Agency/Parcel Escrow for the purchase and sale of the Parcel, pursuant to Section 3.1.2 and the terms of the Parcel Acquisition Agreement between the Parcel Owner and the Agency. If an Agency offer to purchase a Parcel is either rejected by or no response is forthcoming from the Parcel Owner, within thirty (30) days following the date of transmittal of the Agency offer; or if the Executive Director determines that further discussion, negotiation or modification of a pending Agency offer to purchase a Parcel is unlikely to be accepted by the Parcel Owner, the Agency shall schedule and hold a hearing to consider adoption of a resolution of necessity authorizing, the use of the Agency's power of eminent domain to acquire such Parcel, pursuant to Section 3.2. Section 3.6 - Expansion, Site Assembly Consultations. During the Expansion Site assembly process, the Owner and Agency staff shall conduct regular meetings at the Agency offices (each, an "Expansion Site Assembly Consultation ") to review the status of each of the following matters of mutual interest to the Agency and the Owner, as applicable: 3.6.1 The Owner Investigations; 3.6.2 Administration of any Agency/Parcel Owner Escrows and the Agency /Owner Escrow; 3.6.3 Relocation of existing occupants of the Parcels; 18 RVPUB \DGW\674424.7 3.6.4 Resolution of title matters and matters relating to the physical condition of the Parcels; 3.6.5 Review and confirmation of the dates and times set forth in the Schedule of Performance for the performance of certain obligations and satisfaction of various conditions precedent to the redevelopment of the Parcels; 3.6.6 Current budgets and cost estimates of Agency staff, if any, for each element of the Expansion Site Acquisition Costs. Section 3.7 Schedule of Performance. The Schedule of Performance establishes various dates and times for the accomplishment of various tasks assigned to the Agency and the Owner and the satisfaction of the conditions precedent to the close of Phases of the Agency /Owner Escrow. The Agency and the Owner agree that time is of the essence in the performance of such tasks and the satisfaction of conditions precedent, in view of the large investment of resources that both Parties recognize will be required for assembly of the Expansion Site and the undertaking of the Expansion Project. If the date or time for the performance of a task or the satisfaction of a condition, as set forth in either the text of this Agreement or in the Schedule of Performance, may not be achieved, then prior to such date or time set forth in the text of this Agreement or the Schedule of Performance, the Agency and the Owner shall, as part of their Expansion Site Assembly Consultations, consider whether a modification to the text of this Agreement or to the Schedule of Performance is indicated. Any decision to approve a modification to a time or date established in either the text of this . Agreement or the Schedule of Performance shall be subject to the sole discretion of each party. Any modification of a time or date for performance of a particular task or satisfaction of a particular condition that does not result in a change of more than sixty (60) days may be approved on behalf of the Agency by the Executive Director, in his or her reasonable discretion. A modification of a time or date for performance of a task or satisfaction of a condition (or a series of such modifications) that results in a change of more than one hundred twenty (120) days shall be subject to the approval of the governing board of the Agency, in its sole discretion: Section 3.8 Payment of Expansion Site Acquisition Costs. 3.8.1 Subject to the Owner's obligation to use the Owner's funds to purchase Parcels from the Agency, pursuant to ARTICLE IV, the Agency shall provide the Agency Loan to the Owner for the sole purpose of payment of Expansion Site Acquisition Costs. 3.8.2 The Agency's agreement to provide the Agency Loan is expressly subordinate and subject to the covenants, conditions, restrictions and agreements relating to the issuance of the 2001 Tax Allocation Bonds Series A and Series B and any prior pledge or commitment of property tax increment funds allocated or allocable to the Agency, pursuant to Health and Safety Code Section 33670 or 33675, or other allocation of such funds made pursuant to law (i.e., Low and Moderate Income Housing Fund, statutorily required pass - through payments to affected taxing entities, Educational Revenue Augmentation Fund, etc:). 3.8.3 The Agency shall advance funds up to the maximum principal amount of the Agency Loan by paying Expansion Site Acquisition Costs. Concurrent with and/or 19 RVPUB\DGW \674424.7 following the Agency's advance of all or any portion of the Agency Loan, the Agency may request the Owner to pay any Expansion Site Acquisition Costs, as reasonably necessary to prevent the Agency from being committed to deposit, advance or pay monetary amounts in excess of the maximum principal amount of the Agency Loan. The Owner acknowledges and agrees that, at any given time, the Agency may have deposited, advanced, be committed to pay or have paid Expansion Site Acquisition Costs in excess of the maximum principal amount of the Agency Loan and that the Owner is obligated to pay any and all Expansion Site Acquisition Costs in excess of the maximum principal amount of the Agency Loan.. The Owner agrees to provide any funds requested by the Agency for deposits or commitments towards or payment of Expansion Site Acquisition Costs in excess of.the maximum principal amount of the Agency Loan. For the purposes of this Agreement, the payment of, deposit of or contractual commitment to pay any amount of or towards Expansion Site Acquisition Costs by the Agency shall be considered advanced by the Agency in determining the amount of principal of the Agency Loan advanced at any given time. 3.8.4 The amount of Agency advances under the Agency Loan, the amount of Owner advances of the Owner Contribution and any amounts to be paid by the Owner, if any, at the close of each Phase of the Agency /Owner Escrow shall be determined by the Agency and written notice of such determination sent to the Owner and Escrow Holder, at least ten (10) days prior to the Close of Escrow regarding each Phase of the Agency /Owner Escrow and, following the close of the final Phase of the Agency /Owner Escrow, within thirty (30) days of the end "of each - calendar quarter, until the final resolution of any and all claims against the Agency for Expansion Site Acquisition Costs, as determined by the Agency. The Owner shall be credited the full amount of all advances of the Owner Contribution, up to the amount of the Parcel Reuse Price payable by the Owner at the close of the first Phase of the Agency /Owner Escrow, towards the Parcel Reuse Price payable by the Owner at the close of the first Phase of the Agency /Owner Escrow. The Owner shall also be credited the full amount of all advances of the Owner Contribution that were not credited to the Owner at the close of the first Phase of the Agency /Owner Escrow, up to the amount of the Parcel Reuse Price payable by the Owner at the close of the second Phase of the Agency /Owner Escrow, towards the Parcel Reuse Price payable by the Owner at the close of the second Phase of the Agency /Owner Escrow. The Owner further acknowledges that there are likely to be Expansion Site Acquisition Costs that are not apparent nor determined at the close of all Phases of the Agency /Owner Escrow, including, without limitation, loss of goodwill and relocation costs, and the Owner agrees to pay all or its share of these later determined Expansion Site Acquisition Costs, pursuant to the terms of this Agreement. The Agency's determination of the amount of funds advanced towards Expansion Site Acquisition Costs by the Agency and of all amounts to be paid by the Owner towards Expansion Site Acquisition Costs shall be final and conclusive, as between the Agency and the Owner. 3.8.5 - The funding mechanism for payment of Expansion Site Acquisition Costs, as described in this Section 3.8, is established between the Parties to address the fact that the Agency does not, currently, have adequate funds available to advance all of the Expansion Site Acquisition Costs and to establish the level of financial commitment by the Owner to Expansion Site Acquisition Costs and pursuit and completion of the Expansion Project. 20 RWUBIDGW%674424.7 Section 3.9 Relocation Assistance. 3.9.1 The Agency shall take all legally required actions, if any, to provide for the relocation of occupants, if any, of each Parcel. Any relocation of Parcel occupants shall be accomplished by the Agency in accordance with the provisions of Government Code Sections 7260 et sea. and other applicable law. The Agency shall have the sole discretion to select and retain the services of consultants, at the Agency's expense, to assist the Agency with any evaluation, processing and administration of any relocation activities. 3.9.2 Prior, to the close of each Agency/Parcel Owner Escrow, the occupant(s) of each affected Parcel shall be given written notice of displacement by the Agency instructing the occupant to vacate the Parcel and surrender possession of the Parcel to the Agency, within the following times: (i) ninety (90) days following the date of such notice of displacement, or (ii) ninety (90) days following the close of such Agency/Parcel Owner Escrow; or (iii) such other date designated by the Agency in compliance with applicable law. Each notice of displacement shall advise the occupant that the Agency shall pay relocation assistance benefits to each qualifying occupant in accordance with applicable law. The Owner acknowledges and agrees that no work, other than Owner Investigations, shall occur on a Parcel, until the occupants of the Parcel surrender possession of the Parcel, pursuant to a notice of displacement from the Agency or otherwise. 3.9.3 If the Agency and the Owner close a Phase of the Agency /Owner Escrow with one or more occupants still in possession of a Parcel conveyed through the Agency /Owner Escrow, then the Agency shall be responsible for enforcing its notice of displacement against each remaining occupant, including, without limitation, the payment of all costs associated with either the Agency or the Owner obtaining a writ of possession for the Parcel against any remaining occupant that does not comply with the notice of displacement and/or is otherwise in unlawful detainer of the Parcel. 3.9.4 Notwithstanding anything in this Section 3.9 to the contrary, no occupant of a Parcel shall be deemed to be a beneficiary of any obligation of the Agency to pay relocation assistance benefits, until such time as the Agency issues a written notice of displacement to such occupant. 21 RVPUB\DGW\674424.7 ARTICLE IV PURCHASE AND SALE OF PARCELS BETWEEN AGENCY AND DEVELOPER; JOINT ESCROW INSTRUCTIONS OF AGENCY AND DEVELOPER TO ESCROW HOLDER Section 4.1 Agency /Owner Escrow. For the purposes of exchanging funds and documents to complete the sale from the Agency to the Owner and the purchase by the Owner from the Agency of each Parcel acquired by the Agency, pursuant to the terms of this Agreement, the Agency and the Owner agree to open an escrow with Escrow Holder (the "Agency /Owner Escrow "). The Agency /Owner Escrow shall close in two Phases..` Section 4.2 Opening of Agency /Owner Escrow. For,purposes of this Agreement, the opening of the Agency /Owner Escrow shall be the date on which a fully executed copy of this Agreement is deposited with Escrow Holder ( "Escrow Opening Date "). The Owner shall open the Agency /Owner Escrow by delivering a fully executed copy of this Agreement, the Promissory Note, the Agency Deed of Trust and the Notice of Agreement, the latter two (2) documents for immediate recordation against the Existing Site, to Escrow Holder; within ten (10) days of the Effective Date. Escrow Holder shall promptly confirm in writing to both the Agency and the Owner the Escrow Opening Date, shall deliver the original Promissory Note to the Agency and immediately record the Agency Deed of Trust and the Notice of Agreement against the Existing Site and deliver the original recorded Agency, Deed of Trust and Notice of Agreement to the Agency with copies to the, Owner. This ARTICLE IV of this Agreement shall constitute the joint escrow instructions of the. Agency and the Owner to Ecrow Holder for conduct of the Agency /Owner Escrow to complete the `transactions contemplated in this ARTICLE IV. The Agency and the Owner shall also execute and return to Escrow Holder the general escrow instructions of Escrow Holder. If there is any inconsistency between the provisions of Escrow Holder's general escrow instructions and the provisions of this Agreement, the provisions of this Agreement'shall control. Section 4.3 Parcel Reuse Price. The'Owner shall pay the Agency the Parcel Reuse Price, subject to any credit for previous advances of Owner Contribution amounts as provided in Section 3.8.4, and any additional amount of Owner Contribution if any, as determined by the Agency, under Section 3.8.4, at the close of each Phase of the Agency /Owner Escrow for title to each Parcel to be conveyed to the Owner by the Agency through the particular Phase of the Agency /Owner Escrow. 22 RVPUB\DGW\674424.7 Section 4.4 Payment of Parcel Reuse Price and Owner Contribution. The Owner shall deposit the Parcel Reuse Price, subject to any credit for previous advances of Owner Contribution amounts as provided in Section 3.8.4, and any additional Owner Contribution, if required, regarding a Parcel and any other funds required to be paid by the Owner through the Agency /Owner Escrow, into the Agency /Owner Escrow in immediately available funds approved by the Agency, at least, one (1) business day prior to the Escrow Closing Date for the particular Phase of the Agency /Owner Escrow. Escrow Holder shall accept the deposit of the Parcel Reuse Price and any additional Owner Contribution applicable to a Phase, together with -a11 other funds previously delivered into the Agency /Owner Escrow with respect to such Phase, to the credit of the Agency and, shall disburse such funds to the Agency or, if instructed by the Agency, shall disburse such funds, up to the amount of each Parcel Purchase Price for a. Parcel, through the applicable Agency/Parcel Owner Escrow to the applicable Parcel Owner, in payment of the Parcel Purchase Price for the Parcel. Section 4.5 Owner's Escrow Deposits. Following satisfaction or waiver of each of Owner's conditions to close of a particular Phase of the Agency /Owner Escrow, as set forth in Section 4.9.1, Owner shall deposit the following items into the Agency /Owner Escrow at least one (1) business day prior to the Escrow Closing Date for the particular Phase of the Agency /Owner Escrow scheduled by Escrow Holder in a writing delivered to each of the Parties: 4.5.1 Parcel Reuse Price and Other Costs The Parcel Reuse Price, plus the ALTA Excess Costs and any additional funds required to be deposited into the Agency /Owner Escrow by Owner under the terms of this Agreement to close the applicable Phase of the Agency /Owner Escrow, in immediately available funds. 4.5.2 PCO Statement A PCO Statement executed by the authorized representative(s) of the Owner; 4.5.3 Notice of Ageement The Notice of Agreement executed by the authorized representative(s) of the Owner, with each signature acknowledged by a California notary, for recordation against each Parcel within the particular Phase; 4.5.4 Agency Deed of Trust The Agency Deed of Trust executed by the authorized representative(s) of the Owner, with each signature acknowledged by a California notary, for recordation against each Parcel within the particular Phase; 4.5.5 Proof of Owner Authority A copy of a resolution or other valid official action of the Owner's governing body approving this Agreement and authorizing the individual(s) executing and delivering this Agreement and any associated documents to do so on behalf of the Owner, certified by an officer of the Owner. Section 4.6 Agency's Escrow Deposits. Following satisfaction or waiver of each of the Agency's conditions to close of the particular Phase of the Agency /Owner Escrow, as set forth in Section 4.9.2, the Agency shall deposit the following items into the Agency /Owner Escrow at least one (1) business day prior to the Escrow Closing Date for the particular Phase of the Agency /Owner Escrow scheduled by Escrow Holder in a writing delivered to each of the Parties: 23 RV PUB\DGV✓\674424.7 4.6.1 Agency Grant Deed The Agency Grant Deed conveying the specific Parcels constituting the Phase to the Owner, executed by the authorized representative(s) of the Agency and acknowledged by a California notary; 4.6.2 FIRPTA Affidavit The FIRPTA Affidavit completed and executed by the authorized representative(s) of the Agency; 4.6.3 California Tax Withholding A California Franchise Tax Board Form 593 -W completed and executed by the authorized representative(s) of the Agency; 4.6.4 Notice of Agreement The Notice of Agreement executed by the authorized representative(s) of the Agency, with each signature acknowledged by a California notary, for recordation against each Parcel within the particular Phase; 4.6.5 Agency Resolution A copy of a resolution of the Agency governing body approving this Agreement and authorizing the individual(s) executing and delivering this Agreement and any associated documents to do so on behalf of the Agency, certified by the Agency Secretary; 4.6.6 Title Policy Premium and Other Costs The CLTA Premium Costs and any additional funds to be deposited into the Agency /Owner Escrow by the Agency under the terms of this Agreement to close the particular Phase of the Agency /Owner Escrow, in immediately available funds. Section 4.7 Agency /Owner Escrow Closing Procedure. When each of Owner's escrow deposits, as set forth in Section 4.5, and each of the Agency's escrow deposits, as set forth in Section 4.6, are deposited into the Agency /Owner Escrow, all conditions to close of the particular Phase of the Agency /Owner Escrow are satisfied or waived by the Party for whose benefit such condition exists, and the Title Company is unconditionally committed to issue a Title Policy regarding each Parcel being conveyed to Owner through the particular Phase of the Agency /Owner Escrow, Escrow Holder shall close the Phase of the Agency /Owner- Escrow by doing all of the following: 4.7.1•. Recordation of Documents File the Agency Grant Deed, the Agency Deed of Trust and any other documents to be recorded in the official records of the Recorderof the County of Los Angeles, California, with the Office of the Recorder of the County of Los Angeles, California, for recordation in the order set forth in Section 4.10; 4.7.2 PCO Statement File the PCO Statement with the Office of the Recorder, of the County of Los Angeles, California; 4.7.3 FIRPTA Affidavit File the FIRPTA Affidavit with the United States Internal Revenue Service; 4.7.4 California Franchise Tax Board Filing File the Agency's California Franchise Tax Board Form 593 -W with the California Franchise Tax Board; 24 RVPUB\DGW\674424.7 4.7.5 Title Policy Obtain and deliver to Owner a Title Policy issued by the Title Company for each Parcel being conveyed to the Owner through the applicable Phase of the Agency /Owner Escrow; Section 4.8 Close of Agency /Owner Escrow. Close of each Phase of the Agency /Owner Escrow shall occur no later than the tenth (10th) business day following the satisfaction or waiver of all conditions precedent to the close of the applicable Phase of the Agency /Owner Escrow, as set forth in Section 4.9, on a date reasonably scheduled by Escrow Holder for such closing ("Escrow Closing Date "). If for any reason the Agency does not acquire title to a Parcel for conveyance through the Agency /Owner Escrow or all Phases of the Agency /Owner Escrow are not closed by the date set forth in the Schedule of Performance for such action, then any Party not then in default of this Agreement may cancel the Agency /Owner Escrow, without liability to the other Party or any other person for such termination and cancellation, by delivering written notice of cancellation to the other Party and Escrow Holder, subject to the obligations of the Owner to pursue the Expansion Project and the right reserved to the Agency to acquire all or any portion of the Expansion Site from the Owner, pursuant to Section 10.6. Section 4.9 Conditions to Close of Agency /Owner Escrow. The conditions set forth below in this Section 4.9 shall be satisfied or waived by the respective benefited Party on or before the Escrow Closing Date for each Phase of the Agency /Owner Escrow or the Party benefited by any unsatisfied condition shall not be required to proceed to close the particular Phase of the Agency /Owner Escrow. Escrow Holder shall proceed as though all conditions to close of a particular Phase of the Agency /Owner Escrow are satisfied or waived; unless Escrow Holder receives a written notice from the Owner stating that any one or more of the conditions for the benefit of the Owner is not satisfied or waived, or from the Agency stating that any one or more of the conditions for the benefit of the Agency is not satisfied or waived. 4.9.1 Owner's Conditions Owner's obligation to purchase a Parcel from the Agency on the Escrow Closing Date for a particular Phase of the Agency /Owner Escrow applicable to the Parcel shall be subject to the satisfaction of the following conditions precedent, each of which can only be waived in writing by the Owner: (a) The Agency owns fee title to or an order of pre judgment possession has been entered by the court for each Parcel within the particular Phase; (b) The Owner accepts the condition of the Parcel, pursuant to Section 3.4; (c) The Owner approves the condition of title to the Parcel, pursuant to Section 3.3; (d) Title Company is unconditionally committed to issue a Title Policy insuring fee title to the Parcel vested in the Owner in the amount of the Parcel Reuse Price of each Parcel; (e) The Agency deposits all of the items into the Agency /Owner Escrow required by Section 4.6; 25 RVPUB\DGW1674424.7 (f) The Agency performs all of its material obligations under this Agreement required to be performed by the Agency prior to close of the particular Phase of the Agency /Owner Escrow. 4.9.2 Agency's Conditions Agency's obligation to sell a Parcel to Owner on or before the Escrow Closing Date for a particular Phase of the Agency /Owner Escrow shall be subject to the satisfaction of the following conditions precedent, which can only be waived in writing by Agency: (a) The Agency owns fee title to or an order of pre - judgment possession has been entered by the Court for each Parcel within the particular Phase; (b) Owner deposits all of the items into the Agency /Owner Escrow required by Section 4.5; (c) Owner performs all of its material obligations required to be performed by Owner under this Agreement prior to close of the particular Phase of the Agency /Owner Escrow; (d) Owner provides evidence reasonably satisfactory to. the Agency that Owner has received an irrevocable commitment from a Lender to provide a Loan or that Owner has dedicated. and segregated sufficient amounts of its own funds to finance the construction.of the Expansion Project (only a condition precedent to the close of the second Phase of the Agency /Owner Escrow); (e). All representations, warranties and covenants of the Owner made in this Agreement are true and correct on the Effective Date and the Escrow Closing Date for the particular Phase of the Agency /Owner Escrow. Section 4.10 Recordation and Distribution of Documents. Escrow Holder shall cause the following documents to be recorded in the official real property records of the Recorder of the County of Los Angeles, California, in the following order; at the close of each Phase of the Agency /Owner Escrow: (i) the Agency Grant Deed, (ii) the Agency Deed of Trust, (iii) the Notice of Agreement, and (iv) any other documents to be recorded through the Agency /Owner Escrow at Owner's instruction, consistent with this Agreement and with the prior.written consent of the Agency. All recorded documents shall provide that they are to be returned to Escrow Holder after recordation. When originals of such recorded documents are returned to Escrow Holder, Escrow Holder shall deliver: (i) the original Agency Grant Deed to the Owner, with a copy to the Agency, each showing all recording information, (ii) the original Agency Deed of Trust to the Agency, with a copy to the Owner, each showing all recording information, (iii) the original Notice of Agreement to the Agency, with a copy to the Owner, each showing all recording information, and (iv) any other documents recorded at the close of the particular Phase of the Agency /Owner Escrow to Owner, with a copy to the Agency, each showing all recording information. Section 4.11 Report to IRS. After the Escrow Closing Date for a particular Phase of the Agency /Owner Escrow and prior to the last date on which such report is required to be filed with Internal Revenue Service, if such report is required pursuant to Section 6045(e) of the 26 RVPUR�DGNR674424.7 Internal Revenue Code, Escrow Holder shall report the gross proceeds of the purchase and sale of the Agency Property to the Internal Revenue Service on Form 1099 -13, W -9 or such other form(s) as may be specified by the Internal Revenue Service pursuant to Section 6045(e). Concurrently with the filing of such reporting form with IRS, Escrow Holder shall deliver a copy of the filed form to Agency and Owner. Section 4.12 Agency /Owner Escrow Closing Costs. Agency shall pay the CLTA Premium Costs, any documentary transfer taxes for the sale of each Parcel, one -half (1/2) of the Agency /Owner Escrow fees and such other costs as Escrow Holder reasonably determines to be customarily borne by sellers in the County of Los Angeles, California. Owner shall pay all recording costs, if any, one -half (1/2) of the Agency /Owner Escrow fees, the ALTA Excess Costs, and such other costs as Escrow Holder reasonably determines to be customarily borne by buyers in the County of Los Angeles, California. Escrow Holder shall notify Owner and Agency of the costs to be borne by each at least three (3) business days prior to each Escrow Closing Date. Section 4.13 Agency /Owner Escrow Cancellation and Title Charges. If a Phase of the Agency /Owner Escrow fails to close due to the Agency's material default under this Agreement, the Agency shall pay all ordinary and reasonable Agency /Owner Escrow cancellation and title charges. If a Phase of the Agency /Owner Escrow fails to close due to Owner's material default under this Agreement, the Owner shall pay all ordinary and reasonable Agency /Owner Escrow cancellation and title charges. If a Phase of the Agency /Owner Escrow fails to close for any reason other than the material default of either the Owner or the Agency, the Owner and the Agency shall each pay one -half (1/2) of any ordinary and reasonable Agency /Owner Escrow and title order cancellation charges. . Section 4.14 Termination. If this Agreement is terminated and the AgencyJOwner Escrow is canceled, pursuant to a contractual right granted to a Party in this Agreement to terminate this Agreement and cancel the Agency /Owner Escrow (other than because of the default of the other Party), the Parties shall do each of the following: 4.14.1 Cancellation Instructions The Parties shall, within three (3) business days of Escrow Holder's written request, execute any Agency /Owner Escrow cancellation instructions reasonably requested by Escrow Holder; 4.14.2 Return of Funds and Documents Within ten (10) days of receipt by the Parties of a settlement statement of cancellation charges from Escrow Holder: (i) Owner and Escrow Holder shall return to Agency any documents, previously delivered by Agency to Owner or Escrow Holder, (ii) Agency or Escrow Holder shall return to Owner all documents previously delivered by Owner to Agency or Escrow Holder; and (iii) Escrow Holder shall return any funds deposited into the Agency /Owner Escrow to the depositing Party, less the depositing Party's share of customary and reasonable escrow and title order cancellation charges, if any. 4.14.3 Survival of Indemnities and Remedies Any indemnification obligations contained in this Agreement and any rights or remedies exercisable upon a material default under this Agreement shall survive termination of this Agreement pursuant to a contractual right provided in this Agreement. Otherwise, Owner and Agency shall have no 27 RVPUHIDGW\674424.7 further obligations to each other pursuant to this Agreement, upon a termination pursuant to a contractual right provided in this Agreement. Section 4:15 Possession. Agency shall deliver fee title to the Parcel or such title as may be delivered pursuant to an order for pre judgment possession of .a Parcel to Owner at the close of the Phase of the Agency /Owner Escrow applicable to such Parcel, subject to any Permitted Exceptions, unless otherwise agreed in writing by both the Agency and the Owner. Section 4.16 Parcels Sold "As -Is." Owner acknowledges and agrees that, except for the Agency's express obligations,. representations, warranties and covenants set forth in this Agreement, Owner is purchasing each Parcel from the Agency on an "AS IS" basis and in reliance solely upon Owner's own investigation of each Parcel.. Neither Agency nor any agents, employees, or affiliates of Agency made any representations or warranties, expressed or implied, concerning any Parcel l, or. otherwise that induced Owner to enter into or to consummate this Agreement, except as expressly set forth in this Agreement. All representations, warranties and covenants, other than those expressly contained in this Agreement, are disclaimed by the Agency. , Section 4.17 , Escrow Holder Authorized to Act Pursuant to Agency/Parcel Owner Escrows and Agency /Owner Escrow. The Agency and the Owner authorize the Escrow Holder to: - - 4.17.1 Serve concurrently as the Escrow Holder under each,, of the Agency/Parcel Owner Escrows and the,Agency /Owner Escrow; 4.17.2 Pay and charge the Owner and the Agency for their.respective shares of the applicable fees, charges and costs payable by either the Agency or,tle Owner under the Agency /Owner Escrow; and 4.17.3 Record any instruments delivered through the Agency /Owner Escrow in the official records of the Recorder of the County of Los Angeles, California, pursuant to the joint instruction of the Parties. ARTICLE V THE EXPANSION PROJECT S ection 5.1 Owner Covenant to Undertake Expansion Project. 5.1.1 The Owner covenants and agrees for itself, its successors and assigns,. for the sole and exclusive benefit of the Agency that, promptly upon the Owner's acquisition of the Expansion Site and following receipt of all necessary City and other governmental approvals for the development of the Expansion Project, the Expansion Site shall be'improved and developed with the Expansion Project. If the Owner only acquires one Phase of Parcels, the Owner covenants and agrees for itself, its successors and assigns that, promptly upon, the Owner's acquisition of the Phase, the Owner shall develop the Phase with an expansion of the existing Dealership, appropriately scaled for the size of the Parcels in such Phase, subject to the prior approval of the expansion by the Agency and receipt of all necessary City and other governmental approvals for the development of the expansion. The Owner further covenants to 28 RVPU130GW\674424.7 - develop the Expansion Site and.each portion of the Expansion Site in conformity with all applicable laws and this Agreement. The covenants of this Section 5.1 shall run with the land of the Expansion Site or any portion of the Expansion Site acquired by the Owner, until the earlier of the date on which the Certificate of Completion is recorded or the fifteenth (I 5 anniversary of the date of recordation of the last Agency Grant Deed recorded through the Agency /Owner Escrow. 5.1.2 The Expansion Project shall be developed and completed on the Expansion Site by the Owner in conformance with the approved Scope'of Development and the Schedule of Performance, any and all other plans, specifications and similar development documents required by this Agreement, except for such changes as.may be mutually agreed upon in writing by and between the Owner and the Agency and all applicable laws, regulations, orders and conditions of governmental entities with jurisdiction over the Expansion Site or the Expansion Project. Section 5.2 Expansion Project Subject to City Regulatory Approval. 5.2.1 The City's zoning, building and land use regulations (whether contained in ordinances, the City's municipal code, conditions of approval or elsewhere) (collectively, the "City Requirements "), shall be applicable to the use and development of the Expansion Project on the Expansion Site by the Owner, pursuant to this Agreement. The Owner acknowledges that all plans and specifications and any changes to plans and specifications for the Expansion Project on the Expansion Site shall be subject to the City Requirements. No action by the Agency or the City with reference to this Agreement or related documents shall be deemed to constitute a waiver of any City Requirements regarding the Expansion Site, the Expansion Project, the Owner, any successor -in- interest of the Owner or any successor -in- interest to the Expansion Site. City Requirements may only be changed or waived by modification or variance approved by the City and consistent with this Agreement. 5.2.2 The approval of the Scope of Development by the Agency in this Agreement shall not be binding on the City Councilor the Planning Commission of the City regarding any approvals of the Expansion Project required by such bodies. If any revisions of the Scope of Development are required by a governmental official, agency, department or bureau (other than the Agency) having jurisdiction over the Expansion Site, the Owner shall promptly make any such revisions that are generally consistent with the Scope of Development. 5.2.3 Notwithstanding any provision to the contrary in this Agreement, the Owner agrees to accept and comply fully with any and all reasonable and lawful conditions of approval applicable to all approvals, permits and other governmental actions regarding the development or operation of the Expansion Project on the Expansion Site, consistent with the Scope of Development and this Agreement. The Owner further acknowledges the terms, conditions and requirements of that certain Mitigation Monitoring Plan adopted by the Agency in conjunction with that certain Mitigated Negative Declaration adopted by the Agency relative to the Agency's approval of this Agreement, pursuant to CEQA, and the Owner agrees to comply with all of the provisions of such Mitigation Monitoring Plan, including, without limitation, cooperating completely, during all remediation, demolition and construction activities on any of the Parcels, with any historian and/or architectural consultant retained by the Agency 29 RVPUB\DGWW74424.7 to monitor, photograph; preserve, remove or transport historical or archaeological matter on or from any Parcel and payment of specified financial contribution amounts toward mitigation of traffic impacts. Additionally, the Owner agrees that the Agency shall own and be entitled to remove, in the Agency's sole discretion and at the Agency's sole expense, from each Parcel any property unearthed or 'otherwise located on any Parcel, which ,property is determined to be historical or of historical significance by the Agency's historian or architectural consultant, regardless of physical size or economic or historical value. 5.2.4 The Owner shall prepare and submit a complete development application and any other required application or document (including, without limitation, deposit, fundor surety) for the Expansion Project, pursuant to the requirements of the City and consistent with the Scope of Development, to the City, within the time period(s) for such actions set forth in the Schedule of Performance. 5.2.5 During the development and permit application review process of the City for the Owner's development application and permits for the Expansion Project, the Owner shall provide the Agency with monthly progress reports to advise the Agency of the status of the submission to and review by the City of the Owner's development application and permits for the Expansion. Project. The Owner shall communicate and consult with Agency staff as frequently as necessary to assure the Agency that any such development application, permits and related documents regarding the Expansion Project were timely submitted by the Owner to the City and are „being processed in a timely fashion. 5.2.6 ' Any failure by the City to approve or disapprove any plans or applications-or to issue any permits for the development of the Expansion Project on the Expansion Site; within thirty (30) calendar days from the date on which the City deems the Owner's application for such approval or permit complete, shall constitute an Unavoidable Delay, and the Schedule of Performance shall be extended by that period of time beyond said thirty (30) calendar day period, until the date on which the City approves or disapproves such permit or approval. If the City disapproves of any such permit or approval application of the Owner, the Owner shall, within thirty (30) calendar days after receipt of such disapproval, revise and re- submit such application in such form and substance as required by the City. Section 5:3 Owner Changes to Expansion Project Plans and Specifications During Course of Construction. The Owner shall have the right during the course of construction of the Expansion Project to make "minor field changes, ". without seeking the approval of the Agency, if such changes do not affect the type of use to be conducted within all or any portion of a structure.` "Minor, field changes" shall be defined as those changes from the approved construction drawings, plans and specifications that have no substantial effect on the Expansion Project and are made in order to expedite the work of construction in response to field conditions. Nothing contained in this section shall be deemed to constitute a waiver of or change in the City's Building Code requirements governing any such "minor field changes” or in any and all approvals by the City otherwise required for any such "minor field changes." 30 RVPUB\DGWA674424.7 Section 5.4 Construction Start and Completion of Expansion Project.. The Owner shall commence construction of the Expansion Project in accordance with the Schedule of Performance and, thereafter, shall diligently proceed to complete the construction of the Expansion Project, in a good and workmanlike manner in accordance with the approved plans, specifications and conditions for the Expansion Project approved by the City. The Expansion Project shall be completed by the date set forth in the Schedule of Performance for completion (the "Completion Date "). The Agency acting by and through its Executive Director may extend the Completion Date for up to an additional ninety (90) days. The Owner will, promptly upon completion of the Expansion Project, cause the Expansion Project to be inspected by each governmental body with jurisdiction over the Expansion Site or the Expansion Project, shall correct any defects and deficiencies that may be disclosed by any such inspection and shall cause to be duly issued all occupancy certificates and other licenses, permits and authorizations necessary for the operation and occupancy of the completed Expansion Project: The Owner shall do and perform all of the foregoing acts and things and cause to be issued and executed all such occupancy certificates, licenses and authorizations, on or before the Completion Date. After, commencement of the work of improvement of the Expansion Project, the Owner shall' not permit the work of improvement of the Expansion Project to cease or be suspended for a time period in excess of thirty (30) calendar days, either consecutively or in the aggregate, for any reason. Notwithstanding the foregoing, such thirty (30) calendar day period may be extended by the Agency, acting by and through its Executive Director, up to an additional aggregate maximum of sixty (60) calendar days, in the Executive Director's sole discretion. Section 5.5 Compliance with Laws. All work performed in connection with the Expansion Project shall comply with all applicable laws, ordinances, rules and regulations of federal, state, county or municipal governments or agencies now in force or which may be enacted or amended hereafter, and with all applicable directions, rules and regulations of the fire department, health department, building department or other departments of every governmental agency now having or hereafter acquiring jurisdiction over the Expansion Site or construction or operation of the Expansion Project. Section 5.6 Expansion Project Fees, Costs and Charges to be Paid by Owner. The Owner and the Agency agree that the Agency shall not provide any financial assistance to the Owner in connection with the work of improvement of the Expansion Project. The Owner shall be solely responsible for paying for the costs of all design work, construction, labor, materials, fees and permit expenses associated with the Expansion Project. The Owner shall pay any and all fees pertaining to the review and approval of the Expansion Project by the City and any other governmental bodies and utility service providers, including the cost and preparation of all required construction, planning and other documents reasonably required by governmental bodies pertinent to the development or operation of the Expansion Project on the Expansion Site including, but not limited to, specifications, drawings, plans, maps, permit applications, land use applications, zoning applications, environmental review and disclosure documents and design review documents. The Owner shall pay for any and all costs, including, but not limited to, the costs of design, construction, relocation and securing of permits for sewer or utility improvements and connections, that may be required in development of the Expansion Project, whether located on or off of the Expansion Site The Owner shall obtain any and all necessary approvals, prior to the commencement of applicable portions of said construction, and the Owner RVPUB\DGW1674424.7 - 31 shall take reasonable precautions to ensure the safety and stability of surrounding properties during said construction. Section 5.7 Owner Attendance at Agency Meetings. The Owner agrees to have one or more of its employees or consultants Who are knowledgeable regarding this Agreement and the Expansion: Project, such that these person(s) can meaningfully respond to Agency questions regarding the progress of the Expansion Project, attend meetings of the Agency governing body, when requested to do so by Agency Staff. Section 5.8 Agency Right to Inspect Expansion Project and Expansion Site. Officers, employees, agents or representatives of the Agency shall have the right of reasonable access to the Expansion Site, without the payment of charges or fees, during normal construction hours, during the period of construction of the Expansion Project. Such officers, employees, agents or representatives of the Agency shall be those persons who are designated by the Executive Director. Any and all officers, employees, agents or representatives of the Agency who enter the Expansion Site-shall identify themselves at the construction management office on the Expansion Site, upon their entrance on to the Expansion Site, and shall at all times be accompanied by a representative of the Owner, while on the Expansion Site. The Owner shall make a representative of the Owner available for this purpose at all times during normal construction hours, upon reasonable notice from the Agency. The Agency shall indemnify and hold the Owner harmless from injury, property damage or liability arising out of the exercise by the Agency of the right of access to the Expansion Site provided in this Section 5.8, other than injury, property, damage or liability arising from the. negligence or willful misconduct of the Owner or -.its officers; agents or employees. The Agency shall inspect relevant portions of the Expansion Site, , prior to issuing any written statements reflecting adversely on the Owner's compliance with the terms and conditions of this Agreement pertaining to development of the Expansion Site. If in the Agency's reasonable judgment it is necessary, the Agency shall have the further right, from time to time, to retain a consultant or consultants to inspect the work and verify compliance by the Owner with the provisions of this Agreement. The Owner understands and agrees that any such Agency inspections are for the sole purpose of protecting the Agency's rights under this Agreement, are made solely for the Agency's benefit, that the Agency's inspections may be superficial and general in nature, and are for the purposes of informing the Agency of the progress of construction of the Expansion Project and the conformity of the Expansion Project with the terms and conditions of this Agreement, and that the Owner shall not be entitled to rely on any such inspection(s) as constituting the Agency's approval, satisfaction or acceptance of any materials, workmanship, conformity_ of the .Expansion Project with this Agreement or otherwise. The Owner agrees to make its own regular inspections of the work of construction of the Expansion Project to determine that the quality of the Expansion Project and all other requirements of the work of construction of the Expansion Project are being performed in a manner satisfactory to the Owner. The Owner also agrees to immediately notify the Agency in writing should the Owner's inspections show any' matters that will prevent the Expansion Project from being completed by the Completion Date. Without limiting the foregoing, the Owner shall permit the Agency to examine and copy all books and account records and other papers relating to the Expansion Site and the construction of the Expansion Project. The Owner will use commercially reasonable efforts to cause all contractors, subcontractors and materialmen to cooperate with the Agency to enable such examination, including, without limitation, records described in Section 6.10 (payroll records). 32 RVPUB\DGW\674424.7 " ARTICLE VI SPECIAL REDEVELOPMENT COVENANTS OF THE DEVELOPER Section 6.1 General Covenants. From and after the Effective Date and continuing until the recordation of the Certificate of Completion, the Owner and the Operator covenant and agree that they will: 6.1.1 Promptly pay principal and interest and all other sums falling due under any Loan Documents, as and when the same become due and payable; 6.1.2 Maintain, preserve and keep its personal property and equipment situated on the Expansion Site in good repair, working order and condition and from time to time make all needful and proper repairs, renewals, replacements and additions thereto so that at all times the efficiency of such property and equipment shall be fully preserved and maintained; 6.1.3 Pay when due and before any penalty attaches all general taxes and all special taxes, special assessments, water charges, drainage and sewer charges and all other charges of any kind whatsoever, ordinary or extraordinary that may be lawfully levied, assessed, imposed or charged on or against the Expansion Site or the Expansion Project, and will, upon written request, provide the Agency with official receipts evidencing such payments; 6.1.4 Obtain and maintain the insurance coverage required in Section 6.2 of this Agreement; Section 6.2 Insurance. The Owner, to protect the Agency, its governing board; commissions, agents, attorneys, officers, employees and authorized representatives against any and all claims and liability for death, injury, loss and damage resulting from the Owner's actions in connection with this Agreement, the Expansion Site and the Expansion Project, shall secure and maintain the insurance coverage, described in and required by this Section 6.2. The Agency shall have no further obligation under this Agreement, unless and until the Owner provides copies of the required policies evidencing the insurance required by this Section 6.2 to the Agency Executive Director and the Agency Executive Director approves such evidence of insurance within sixty (60) days of the Effective Date. The Owner shall pay any deductibles and self- insured retentions under all insurance policies issued in satisfaction of the terms of this Agreement. 6.2.1 Workers' Compensation Insurance Requirement: The Owner shall submit written proof that the Owner is insured against liability for workers' compensation in accordance with the provisions of Section 3700 of the Labor Code. By executing this Agreement, the Owner makes the following certification, required by Section 1861 of the Labor Code: "I am aware of the provisions of section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self - insurance in accordance with the provisions of that code, and I will comply with 33 RVPUH\DGW\674424.7 such provisions before commencing,tlie` performance of the work of the Agreement." (a) . The Owner shall require each contractor and sub- contractor to provide workers' compensation coverage for all of such contr`actor's o,, sub - contractor's employees, unless the contractor's or sub - contractor's employees are covered by workers' compensation insurance provided by the Owner.. If any class of employees engaged in work or services performed in connection with the Expansion Project is not covered by Labor Code Section 3700, the Owner shall provide and/or require each -; contractor or sub- contractor to provide adequate .workers' compensation insurance covering such employees. 6.2.2 Liability and Permanent Insurance Requirements: (a) = The Owner shall maintain in full force and effect, until recordation of the Certificate of Completion, subject to Section 6.2.5, the following, insurance coverage: (i) Commercial. General Liability Insurance coverage, including, but not limited to, Premises - Operations, Contractual Liability Insurance (specifically covering the indemnity obligations of the Owner pursuant to this Agreement), Products - Completed Operations Hazards, Personal Injury (including bodily injury and death), and Property Damage for liability arising out of the construction of the Expansion Project and/or the Owner's operation of the Expansion Site or the Expansion Project.. Said insurance coverage shall have minimum limits for Bodily Injury and Property Damage liability of ONE MILLION DOLLARS ($1,000,000) each occurrence and TWO MILLION DOLLARS ($2,000,000) aggregate. (ii) Automobile Liability Insurance' against claims of Personal Injury (including bodily injury, and death) and Property Damage covering all owned, leased, hired and non -owned vehicles'used by the Owner with minimum limits for Bodily Injury and Property Damage of ONE MILLION DOLLARS ($1,000,000) "each occurrence and. TWO MILLION DOLLARS ($2,000,000) aggregate. Such insurance shall be provided by'a business or commercial vehicle policy. (iii) If the Owner hires a consultant to provide design services, such as architectural or engineering - services in connection with the Expansion Project, the Owner shall require: such consultant to provide Professional Liability (Errors and Omissions) Insurance, for liability arising out of, or in connection with, the performance of such design services, with limits of not less than ONE MILLION DOLLARS ($1,000,000). (iv) Upon acceptance of the Expansion Project by the Owner, or any portion thereof,'from each contractor, the Owner shall maintain Fire and Extended Coverage Insurance on the Expansion Project on a blanket basis or with an agreed amount clause in amounts not less than 100% of the replacement value of all portions of the Expansion Project so accepted. 6.2.3 During the construction of the Expansion Project, the Owner shall require that each contractor performing work on the Expansion Project under a contract of more 34 RVPlB\DGW\674424.7 than fifty thousand dollars ($50,000) maintain the following insurance coverage, as specified below, at all times during the performance of said work: (a) Each General Contractor shall maintain Builder's Risk Insurance to be written on an All Risk Completed Value form, in an aggregate amount equal to 100% of the completed insurable value of the Expansion Project. (b) Each General Contractor and each sub- contractor shall maintain Commercial General Liability Insurance with limits of not less than ONE MILLION DOLLARS ($1,000,000) per occurrence and TWO MILLION DOLLARS ($2,000,000) aggregate to protect the Owner during the construction of the Expansion Project from claims involving bodily injury and/or death and damage to the property of others. (c) Each General Contractor and each sub- contractor shall maintain Automobile Liability Insurance against claims of personal injury (including bodily injury and death) and property damage covering all owned, leased, hired and non -owned vehicles used in the performance of the contractor's obligations with minimum limits for bodily injury and property damage of ONE MILLION DOLLARS ($1,000,000) each occurrence and TWO MILLION DOLLARS ($2,000,000) aggregate. Such insurance shall be provided by a business or commercial vehicle policy. 6.2.4 The Commercial General Liability Insurance required in Section 6.2.2(a)(i), above, shall include an endorsement naming the Agency, and the Agency's elected officials, officers, agents, and employees as additional insured for liability arising out of this Agreement and any operation related to this Agreement. 6.2.5 If any of the insurance coverage required under this Agreement is written on a claims -made basis, such insurance policy shall provide an extended reporting period continuing through the fifth (5 anniversary of the date of recordation of the Certificate of. Completion in the official records of the Recorder of the County of Los Angeles, California. The requirements of this Section 6.2.5 shall survive any expiration or termination of this Agreement and the recordation of the Agency Grant Deed and the Certificate of Completion in the official records of the Recorder of the County of Los Angeles, California. 6.2.6 Receipt by the Agency of evidence of insurance that does not comply with the above requirements shall not constitute a waiver of the insurance requirements of this Agreement. 6.2.7 Subject to Section 6.2.5, the above required insurance coverage shall be maintained by the Owner or its contractors, as required by the terms of this Agreement until the date of recordation of the Certificate of Completion in the official records of the Recorder of the County of Los Angeles, California, and shall not be reduced, modified, or canceled without thirty (30) days prior written notice to the Agency. Also, phrases such as "endeavor to" and "but failure to mail such notice shall impose no obligation or liability of any kind upon the conipany" shall not be included in the cancellation wording of any Certificates of Insurance or any coverage for the Agency, the Agency's board members, agents, and employees. The Owner shall immediately obtain replacement coverage for any insurance policy that is terminated, 35 RVPUB)DGW%674424.7 - canceled, non - renewed, or whose policy limits are exhausted or upon insolvency of the insurer that issued the policy. 6.2.8 All .insurance to be obtained and maintained by the Owner under this Agreement shall be issued by, a company or companies listed in the then current "Best's Key Rating Guide" publication with a minimum of a "A;VII" rating and be a admitted to business in the State of California by the State of California Department of Insurance. 6.2.9, If the Owner is or becomes self- insured, prior to the date of recordation of the Certificate of Completion in the official records of the Recorder of the County of Los Angeles, California, the Owner shall provide coverage equivalent to the insurance coverage and endorsements required in this Section 6.2. The Agency will not accept self - insurance in satisfaction of the insurance requirements of this Section 6.2, unless the Agency determines, in its sole discretion and by written acceptance, that the self - insurance coverage proposed to be provided by the Owner is equivalent to the coverage required in this Section 6.2. A determination by the Agency that proposed self - insurance coverage is not equivalent to the insurance coverage required by this Section 6.2 will be communicated to the Owner in writing by the Agency, along with the reasons for such determination. 6.2.10 All insurance obtained and maintained by the Owner in satisfaction of the requirements of this Agreement shall be primary to and not contributing to any insurance maintained by the Agency. 6.2.11. Insurance coverage in the minimum amounts set forth in this Agreement shall not be construed to relieve the. Owner of any liability, whether within, outside, or in excess of such coverage, and regardless of solvency or insolvency of the insurer that issues the coverage; nor shall it preclude the Agency from taking such other actions as are available to . it under any other provision of this Agreement or otherwise at law. 6.2.12 Failure by the Owner to maintain all insurance required by this Agreement in effect at all times shall be an Event of Default by the Owner. The Agency, at its sole option, may exercise any remedy available to it in connection with such an Event of Default. Additionally, the Agency may purchase such required insurance coverage and the Agency shall be entitled to immediate payment from the Owner for any premiums and associated costs paid by the Agency for such insurance coverage. Any election by the Agency not to purchase insurance for the Owner shall not relieve the Owner of its obligation, to obtain and maintain the insurance coverage required by this Agreement. Section 6.3 Minimum Assessed Valuation of the Dealership Site. 6.3.1 The redevelopment of the Expansion Site by the Owner is of.special interest and concern to the Agency. The redevelopment of the Expansion Site in accordance with the terms of this Agreement shall generate a special source of property, tax increment funds payable to the Agency in accordance with Health and Safety Code Section 33760 to fund certain redevelopment activities of the Agency and the affordable Housing development programs of the Agency that benefit persons and families of low -and moderate income. 36 RVPUB%J)GW\674424.7 6.3.2 The Owner covenants and agrees that upon the recordation of the Certificate of Completion or as of October 1, 2007, whichever date shall occur first, the assessed valuation of the Dealership Site, as improved with the Expansion Project, for ad valorem property taxation purposes, shall be not less than Ten Million Dollars ($10,000,000.00) in excess of the Expansion Tax Increment Base Year Value (the "Minimum Assessed Valuation").- For purposes of this Section 6.3, the aggregate amount of the assessed value of the Dealership Site, as reported by the Office of the Assessor of the County of Los Angeles, California, as public record information relating to property tax assessments for the Dealership Site (on both the secured, plus unsecured property tax rolls of the Office of the Assessor of the County of Los Angeles, California), on the January 1, 2009, property tax lien date, shall be conclusive evidence of the Owner's satisfaction of or failure to satisfy its covenant of the first sentence of this Section 6.3. 6.3.3 The Owner for itself, its heirs, successors and assigns covenants and agrees that for the term of ten (10) years from the date of recordation of the Certificate of Completion for the Expansion Project or October 1, 2007, whichever date occurs first, the Owner shall not seek to obtain or authorize a reduction or other adjustment of the assessed valuation of the Dealership Site for ad valorem property tax purposes from the Office of the Assessor of the County of Los Angeles, California, to an assessed valuation amount that is less than the Minimum Assessed Valuation, plus an amount as determined in accordance with Subdivision (b) of Section 2 of Article XIIIA of the California Constitution and Section 51(a) of the Revenue and Taxation Code for each succeeding tax year. 6.3.4 In any of the ten (10) years following the earlier of the recordation of the Certificate of Completion for the Expansion Project or October 1, 2007, in which the assessed valuation of the Dealership Site for ad valorem property tax purposes, as determined by the Office of the Assessor of the County of Los Angeles, California, is less than the Minimum Assessed Valuation, plus an amount as determined in accordance with Subdivision (b) of Section 2 of Article XIIIA of the California Constitution and Section 51 (a) of the Revenue and Taxation Code for each tax year following the Expansion Tax Increment Base Year, the Owner, its successors or assigns shall pay to the Agency the difference between one percent (1.0 %) of the Minimum Assessed Valuation and one percent (1.0 %) of the actual assessed valuation of the Dealership Site for ad valorem property tax purposes, as determined by the Office of the Assessor of the County of Los Angeles, California (the "In -Lieu Tax Increment Payment "). Any In -Lieu Tax Increment Payment determined by the Agency to be owed by the Owner shall be paid to the Agency within forty -five (45) days following transmittal by the Agency to the Owner of an invoice for payment of such In -Lieu Tax Increment Payment amount. 6.3.5 The covenants of this Section 6.3 shall be covenants running with the land of the Existing Site, the Expansion Site and the Dealership Site. The covenants of this Section 6.3 shall not be limited, reduced or otherwise affected by any change in the size or scope of the Expansion Project, without the prior written consent of the Agency. 37 RVPUB\D(M674424.7 Section 6:4 Dealership Minimum Annual Sales and Use Tax and .Continuous Operation Covenants. 6.4.1 The Owner and the Operator each covenant to the Agency to cause the Operator to collect and remit to BOE a.minimum aggregate amount of seven hundred thousand dollars ($700,000). in Dealership Sales Tax (the "Minimum Annual Sales Tax Amount "), in each Dealership Operating Year, towards repayment of the Agency Loan, pursuant to the terms of the Promissory Note. 6.4.2 If in any Dealership Operating Year the Operator fails to generate the Minimum Annual Sales Tax Amount, the Owner and the Operator and their respective successors or assigns, jointly and severally, shall pay to the City the difference between the Minimum Annual Sales Tax Amount for such Dealership Operating Year and the actual amount of Dealership. Sales Tax generated in such Dealership Operating Year, as determined by the Agency (an "In -Lieu' Minimum Sales Tax Payment "). Any In -Lieu Minimum Sales Tax Payment determined by the Agency to be owed by the Owner and/or the Operator shall be paid to the. City within forty -five (45) days following transmittal by the Agency to the Owner and the Operator of an invoice for payment of such In -Lieu Minimum Sales Tax Payment amount. 6.4.3 . Upon payment in full of all principal and accrued and unpaid interest under the Promissory Note, the covenant of the Owner and the Operator contained in Section 6.4.1 shall terminate ( "Sales Tax Covenant Termination Date "). 6.4.4 The Owner and the Operator each covenant to the Agency to cause the Dealership to be open.for business to the general public on the Dealership Site by the earlier of (1) thirty (30) days following the issuance of a final Certificate of.Occupancy for the Expansion Project by the City or (2) October 1, 2007 (the "Opening Date "), and to continuously operate the Dealership on the Dealership Site for the ten (10) years following the Opening Date. For the ten (10) years following the .Opening Date, the Owner and the Operator shall exercise their reasonable best efforts to cause the Dealership to be continuously operated as a business for the sales and service of new and pre- owned vehicles manufactured by Mercedes Benz. For purposes of this provision "continuously operate" means the Dealership shall not cease to operate for a continuous period of ninety (90) calendar days, except as otherwise excused under the terms of this Agreement. 6.4.5 The Owner and Operator each acknowledge and agree that the sales and use tax reporting and payment information related to sales and use taxes resulting from business activities on the Dealership Site may become a public record, as a result of the covenants of the Owner and the Operator contained in this Section 6.4. The Owner and the Operator each authorize the Agency and the City to use the sales and use tax reporting and payment information related to sales and use taxes on the gross receipts of the Owner and/or the Operator from the sale or lease of all tan gible personal property from the Dealership Site to confirm the Owner's and the Operator's compliance with the covenants of the Owner and the Operator contained in this Section 6.4. Additionally, the Owner and the Operator shall make available to the Agency, upon request, for review and copying, all sales and use tax reporting and payment information that the Owner and/or the Operator submit to the BOE regarding the gross receipts of the Owner and/or the.Operator from the sale of all tangible personal property 38 RVPUa\DGW \674424.7 from the Dealership Site. The Agency shall maintain the confidentiality of all information regarding sales and use taxes resulting from business activities on the Dealership Site provided to the Agency to the extent permitted by law. 6.4.6 The covenants of this Section 6.4 shall be covenants running with the land of the Existing Site, the Expansion Site and the Dealership Site. The covenants of this Section 6.4 shall not be limited, reduced or otherwise affected by. any change in the size or scope of the Expansion Project. Section 6.5 Operator Incentive. If the Sales Tax Covenant Termination Date occurs in any Dealership Operating Year, commencing with the next calendar quarter following the calendar quarter in which the Sales Tax Covenant Termination Date occurs, the Agency shall begin paying to the Operator an amount equal to fifty percent (50 %) of the City Sales Tax Revenue (as defined in the next sentence), pursuant to sub - section (e) (the "Operator Incentive "). "City Sales Tax Revenue" means and refers to the amount of local sales and use taxes received by the City, pursuant to Revenue and Taxation Code Sections .7200, et sec., and all monies received by the City from the Sales and Use Tax Compensation Fund established pursuant to Revenue and Taxation Code Section 97.68 (as such statutes may be modified, amended, re- numbered, re -named or substituted), that is quantifiable as directly attributable to the gross receipts of the Operator from the sale or lease of all tangible personal property from the Dealership Site in each Dealership Operating Year in excess of the Sales Tax Base Year Value, until the end of Dealership Operating Year 10. Notwithstanding any, other provision of this Agreement, the Agency shall not pay more than Two Million Five Hundred. Thousand Dollars ($2,500,000) in the aggregate in Operator Incentive payments to the Operator, pursuant to the terms of this Section 6.5. (a) All Operator Incentive money received by the Operator pursuant to the terms of this Section 6.5 shall be held by the Operator and expended by the Operator only for (i) expansion or Improvements (exclusive of maintenance and repairs) to the Dealership or (ii) construction and installation of improvements to real property on the Dealership Site or within one thousand (1,000) feet of the Dealership Site for use as a Smart car (manufactured by MCC (Micro Compact Car), a division of Daimler - Chrysler) franchise dealership for new Smart car automobile retail sales, each only with the prior written approval of the Executive Director, and all Operator Incentive monies shall be expended for such approved purposes within five (5) calendar years of the date of Operator's receipt of the first Operator Incentive payment from the Agency pursuant to this Section 6.5, but in no event later than the first anniversary of the end of Dealership Operating Year 10. (b) Determination of City Sales Tax Revenue Within forty -five (45) days following the City's receipt of all sales and use tax remittance advice from BOE following the end of each calendar quarter following the Sales Tax Covenant Termination Date and during a Dealership Operating Year, the Agency shall determine the City Sales Tax Revenue for the particular calendar quarter and provide the Operator with written notice of the Agency's determination (each, a "Notice of Determination "), together with reasonable supporting documents and calculations. Notwithstanding any other provision of law, including, without implied limitation, any statutes of limitation provided therefore in the Government Code or the Code of Civil Procedure, the Agency's determination of the matters set forth in a Notice of 39 RVPUB\DGW\67"24.7 Determination shall be deemed final, conclusive, and non - appealable, unless, within thirty (30) days following the Operator's receipt of the Notice of Determination,. the Operator notifies the Agency in writing that the Operator appeals one or more of the matters set forth in the Notice of Determination setting forth the special matters appealed and all bases for such appeal (a "Notice of Appeal"). Any matter set forth in a Notice of'Determination that is not appealed by the Operator within the time' period set forth in the preceding sentence, .shall be final and conclusive as against the Operator. The provisions of this sub_ sectiori (b) shall be strictly construed and the Operator waives, to the maximum legal extent, any statutory or judicially created right to institute any administrative or judicial proceeding to contest any matter set forth in a Notice of Determination that is not timely appealed in strict accordance with this sub - section (b). (c), If the Operator files a timely Notice of Appeal with the Agency, pursuant to sub - paragraph (b), the Agency and the Operator shall .negotiate in good faith to resolve their dispute fora period of no less than thirty (30) days (the "Negotiation Period "). If, by the end of the Negotiation Period, the Agency and the Operator are unable to resolve the dispute set forth in the Notice of, Appeal, each of them may exercise any judicial remedy available to them pursuant to this Agreement, at law or in equity for the resolution of such dispute; provided, however, that any provision of law to the contrary notwithstanding, such judicial remedy must be instituted (defined as the filing of an action in a court of competent jurisdiction in strict accordance with the terms of this Agreement) within ninety (90) days following the end of the Negotiation Period or be barred forever. In connection with any such legal action, the Agency and the Operator . irrevocably consent to the appointment of a referee to resolve such dispute in accordance with Code of Civil Procedure Section 638, et seq., and to pay equal amounts of the cost of such referee. (d) The Agency and the Operator agree that any disputed amount of City Sales Tax Revenues shall not accrue interest during the' pendency of any Negotiation Period or subsequent legal proceeding (including any appeals filed in connection therewith), unless the court makes a determination that the Agency acted in bad faith with regard to the dispute, in which case, any Operator Incentive - amount ultimately adjudged to be owing "-to the Operator shall be deemed to have accrued interest at the rate of six percent (6 %) simple interest per annum, commencing on the day following the end of the Negotiation Period and continuing thereafter until paid. (e) Agency Payments The Agency shall pay the Operator Incentive to the Operator in quarterly installments, subject to the provisions of sub- sections (c) and (d), within thirty (30) days following the earlier of (i) expiration of each appeal period under sub- section (b) without the Operator filing an appeal, (ii) negotiation of an agreed upon amount of the Operator Incentive under .sub - section (c), or (iii) final disposition of any legal action that determines the amount of the Operator Incentive under sub- section (c). Any amounts of the Operator Incentive not paid by the Agency within the time period established for such payment in the preceding sentence shall bear interest at the rate of six percent (6 1 /o) simple interest per annum commencing on the day following the expiration of the time period for such payment established in the preceding sentence. (f) Notwithstanding 'any other " provision, of this Agreement, the Agency's obligation to make any Operator Incentive payment is expressly subject to the legal 40 RVPUBOGWA674424.7 availability of funds to the Agency for such purpose and any obligation of the Agency to make any Operator Incentive payment shall terminate on the earlier of (i) the end of Dealership Operating Year 10 or (ii) the last date upon which the Agency is entitled to receive property tax increment revenues, pursuant to Health and Safety Code Section 33670 and the Redevelopment Plan for the Project Area, that may legally be used for making Operator Incentive payments under this Agreement. (g) Source of Operator Incentive Payments The Operator Incentive payments may be paid from any source of funds legally available to the. Agency for such purpose and nothing in this Agreement is intended to constitute a pledge,, pursuant to Health and Safety Code Section 33671, of property tax revenues allocated or allocable to the Agency pursuant to Health and Safety Code Section 33670 or 33675. The Parties, each acknowledge and agree that . the City and Agency are separate legal entities, the City,.not the Agency, actually receives the Dealership Sales Tax, the City is not a Party to this Agreement and has no rights or obligations under this Agreement, and the Dealership Sales Tax is being used merely as a measure of the amount of the Operator Incentive payments that may periodically be owing by the Agency and the Agency is not pledging sales tax funds or any other specific Agency funds for payment of any Operator Incentive payments. The Agency's obligation to make Operator Incentive payments is expressly subject and subordinate to the Agency's pledge, pursuant to Health and Safety Code Section 33671, of any property tax revenues that are allocated or allocable to the Agency pursuant to California Health and Safety Code Section 33670 or 33675. Section 6.6 . No Transfer Prior to Repayment of Agency Loan. Neither the Owner or the Operator shall Transfer any of its interest in the Expansion Site, the Dealership Site, any improvements on either such site nor any. automobile dealership franchise then being operated on the Expansion Site or the Dealership Site prior to repayment in fall of all principal and accrued interest under the Promissory Note, without the prior written approval of the Agency, which approval may be given or withheld in the Agency's sole and absolute discretion. Any violation of the provisions of this Section 6.6 by either the Owner or the Operator shall be an Event of Default under this Agreement and the Promissory Note. Section 6.7 Owner.and Operator Covenant to Defend this Agreement. The Owner and the Operator each acknowledge that the Agency is a "public entity" and/or a "public agency" as defined under applicable California law. Therefore, the Agency must satisfy the requirements of certain California statutes relating to the actions of public entities and redevelopment agencies, including, without limitation, CEQA and Health and Safety Code Section 33426.7. Also, as a public body and a redevelopment agency, the Agency's action in approving this Agreement may be subject to proceedings to invalidate this Agreement, injunctive relief or damages. The Owner and the Operator each assume the risk of delays and damages that may result to either of them as a result of any third -party legal actions related to the Agency's approval of this Agreement or the pursuit of the activities contemplated by this Agreement, even in the event that an error, omission or abuse of discretion by the Agency is determined to have occurred. If a third -party files a legal action regarding the Agency's approval of this Agreement or the pursuit of the activities . contemplated by this Agreement, the Agency may ternnate this Agreement on thirty (30) days written notice to the Owner and the Operator of the Agency's intent to terminate this Agreement, referencing this Section 6.7, without any further obligation to perform the terms of this Agreement and without any liability to the Owner- or the Operator resulting from such 41 RVPUB\DGR^674424.7 termination, unless the'Owner or the Operator unconditionally agrees to indemnify and defend the Agency against such third -party IegaI action, as provided hereinafter in this Section 6.7. Within 30 days of receipt of the Agency's notice of intent to terminate this Agreement, as provided in the preceding sentence, the Owner or the Operator may offer to defend the Agency in the third -party legal action, with counsel reasonably acceptable to the Agency, and pay all of the court costs, attorney fees, monetary awards, sanctions, attorney fee awards," expert witness and consulting fees, and the expenses of any and all financial or performance obligations resulting from the disposition' of the legal action. Any such offer from the Owner or the Operator must be in writing and in a form reasonably acc:eptable to the Agency." Nothing contained in this Section 6.7 shall be deemed or construed to be an express or implied admission-that the Agency is liable to the Owner or' Operator or any other person or entity for dariiages "alleged from any alleged or established failure of the Agency`to comply, with any statute, including,. without limitation, CEQA;or Health and Safety Code Section 33426.7. Section 6.8 : Owner and _Operator Indemnification of .the; Agency. In addition to any other specific indemnification or defense obligations of the Owner or the Operator set forth in this Agreement, the Owner and the Operator each agree to indemnify, defend (upon written request by the Agency and with counsel reasonably acceptable to the Agency) and hold harmless the Agency, its governing board, commissions, agents, officers; ' employees, attorneys and authorized representatives "from any and all losses, liabilities, charges, damages, claims, liens, causes of action, awards, judgments, costs and expenses, including; but not to reasonable attorney's fees of counsel retained by the Agency, expert fees, costs of staff time, and investigation costs, of whatever kind or nature, that are in any manner directly or indirectly caused, occasioned or contributed to in whole or in part; through any act, omission, fault or negligence, whether active or passive, of the Owner or the Operator or, their respective directors, officers, agents; employees, independent contractors, subcontractors of any tier, or authorized representatives, relating in any manner to this Agreement, any work to be performed by the Owner or the Operator, related to this Agreement, or'any authority or obligation exercised or undertaken by the Owner or the Operator under this Agreement. Without limiting the generality of the foregoing, the Owner's and the Operator's obligations to indemnify the Agency shall include injury or death to any person or persons, damage to any'property, regardless of where located, including the property of the Agency, any workers' compensation or prevailing wage determination, claim or suit or any other matter arising from or connected with any goods or materials provided or services or labor performed regarding the Expansion Project or the Expansion Site on behalf of Owner or the Operator by any person or entity. Section 6.9 Notice of Agreement. The Owner and the Operator each agree to: execute in recordable form the Notice of Agreement, including notary acknowledgement of the signatures of the authorized representatives of the Owner and the Operator executing. the Notice of Agreement. The Owner and the Operator each also authorize the Agency to record the Notice of Agreement in the official records of the Recorder: of the County of Los Angeles, California, against the Dealership Site or any portion thereof,` immediately upon the Owner's acquisition of title to any portion of the Expansion Site: Section 6.10 " Environmental Indemnity of the Agency by the Owner and the Operator. The Owner and the Operator each agree, jointly and severally, at their sole cost and expense, to fully indemnify, protect, hold harmless, and defend (with counsel selected by the . 42 RVPUB\DGW'%74424.7 Owner or the Operator and approved by the Agency, which approval shall not be unreasonably withheld, the Agency and its elected officials, officers, attorneys, agents and employees and each of them, from and against any and all claims, demands, damages, losses, liabilities, obligations, penalties, fines, actions, causes of action, judgments, suits, proceedings, costs, disbursements and expenses, including, without limitation, attorney fees, disbursements and costs of attorneys, environmental consultants and other experts, and all foreseeable and unforeseeable damages or costs of any kind or of any nature whatsoever (collectively, "Environmental Losses ") that may, at any time, be imposed upon, incurred or suffered by, or claimed, asserted or awarded against, the Agency directly or indirectly relating to or arising from any of the following "Environmental Matters" existing or occurring during or arising from the Owner's ownership of the Expansion Site or the Expansion Project, construction or operation of the Expansion Project or operation of the Dealership on the Dealership Site: 6.10.1 The presence of Hazardous Materials on, in, under, from or affecting all or any portion of the Expansion Site, the-Expansion Project or the Dealership Site; . 6.10.2 The storage, holding, handling, release, threatened release, discharge, generation, leak, abatement, removal or transportation of any Hazardous Materials on, in, under, from or affecting the Expansion Site or the Expansion Project; 6.10.3 The violation of any law, rule, regulation, judgment, order, permit, license, agreement, covenant, restriction, requirement or the like by the Owner its agents or contractors, relating to or governing in any way Hazardous Materials on, in, under, from or affecting the Expansion Site, the Expansion Project or the Dealership Site; 6.10.4 The failure of the Owner or the Operator or their respective agents or contractors, to properly complete, obtain, submit and/or file any and all notices, permits, licenses, authorizations, covenants and the like in connection with the Owner's activities on the Expansion Site, regarding the Expansion Project or on the Dealership Site; 6.10.5 The implementation and enforcement by the Owner or the Operator or their respective agents or contractors of any monitoring, notification or other precautionary measures that may, at any time, become necessary to protect against the release, potential release or discharge, of Hazardous Materials on, in, under, from or affecting the Expansion Site, the Expansion Project or the Dealership Site; 6.10.6 The failure of the Owner or the Operator or their respective agents or contractors, in compliance with all applicable Environmental Laws, to lawfully remove, contain, transport or dispose of any Hazardous Materials existing, stored or generated on, in, under or from the Expansion Site, the Expansion Project or the Dealership Site; 6.10.7 Any investigation, inquiry, order, hearing, action or other proceeding by or before any governmental agency in connection with any Hazardous Materials on, in, under, from or affecting the Expansion Site, the Expansion Project or the Dealership Site or the violation of any Environmental Law relating to the Expansion Site, the Expansion Project or the Dealership Site; RVPUB\DCW1674424.7 43 6.10.8 The Owner and/or the Operator, jointly and severally, shall pay to the Agency all costs and expenses including, without limitation, reasonable attorneys fees and costs, incurred by the Agency in connection with enforcement of the environmental indemnity set forth in this Section 6.10:' Section 6.11 Payment of Prevailing Wage. The Owner and the Operator each agree that in connection with the construction and installation of the Expansion Project, not less than "prevailing wages;' as this term is defined in California Labor Code Sections 1770 et sec ., shall be paid.by the Owner and the Operator and their respective contractors and any subcontractors to all laborers employed in connection with the construction and installation of the Expansion Project. The provisions of California Labor Code Sections 1775 and 1776 shall be applicable to the performance of this obligations of the Owner and the Operator in construction and installation of the Expansion Project. The Agency shall have the right, but not the obligation, to inspect and copy all of the payroll records of the Owner, the Operator and their respective contractors and sub - contractors related to the Expansion Project. The Agency shall also have the right to exercise the remedies provided in the California Labor Code, in addition to all other remedies available to the Agency at' law, under contract or in equity, in the event of a breach of the obligations of the Owner and the Operator to pay not less than "'prevailing wages" to all laborers employed in connection with the construction and installation of the Expansion Project. The Owner and the Operator each agree to and acknowledges their legal duty to pay prevailing wages regarding the Expansion Project, as generally described in this Section 6.11. Notwithstanding any other.provision of this Section 6.11 or this Agreement, the Agency shall not be under any duty to monitor or ensure the Owner's or the Operator's compliance'with 'any State of California Labor Laws, including, without limitation, prevailing wage laws. Section 6.12 Covenant to Maintain. Dealership Site on Tax Rolls for 10 Years. 6.12.1 The Owner shall assure that the Dealership Site remains on the County of Los Angeles, California, secured real property tax rolls for the ten(10) calendar years following the date of recordation of the Certificate of Completion for the Expansion Project., 6.12.2 For the ten (10) year period following the date of recordation of the Certificate of Completion for the Expansion Project, the Owner for itself and its successors and assigns covenants and agrees to pay all property tax bills with respect to the Dealership Site and all improvements thereon on or before the last day for the timely payment of each property tax installment on each December 10 and April 10 and to timely pay all supplemental tax bills regarding such property issued by the County of Los Angeles, California: The Owner further covenants and agrees to make available to the Agency, upon,request, commencing in the calendar year following the calendar year in which the Certificate of Completion for the Expansion Project is recorded and in each of the ten (10)' calendar years, thereafter, for inspection and copying (i) a true and correct copy. of all, property tax assessment notices, property tax bills and property tax assessment correspondence by and between the Owner and the County of Los Angeles, California, regarding the Dealership Site and all, improvements thereon, with respect to the preceding fiscal year of the County of Los Angeles, California, and (ii) cancelled"checks issued by the Owner in payment of all property tax payments that are made to the County of Los Angeles, California, regarding the Dealership Site and all improvements thereon, with respect to the preceding fiscal year of the County of Los Angeles, California. 44 RVPUBMDGR\674424.7 Failure of the Owner to comply with the covenant of this Section 6.12 shall be deemed to be a material breach of this Agreement by the Owner and the Agency shall be entitled to pursue any remedy or damages available at law or in equity for such breach. The Agency shall maintain the confidentiality of all information regarding property tax assessments and payments provided to the Agency to the maximum extent permitted by law. 6.123 The Owner understands and agrees that, prior to the expiration of the Redevelopment Plan for the Project Area, neither the Owner, nor its successors or assigns shall use or otherwise sell, transfer, convey, assign, lease, leaseback or hypothecate the Dealership Site or any portion of the Dealership Site to any person or entity, or for any use of the Dealership Site, that is partially or wholly exempt from the payment of real property taxes or that would cause the exemption of the payment of all or any portion of real property taxes otherwise assessable regarding the Dealership Site, without the prior written consent of the Agency. For the period commencing on the Effective Date and continuing through and including the tenth (10 anniversary of the date of recordation of a Certificate of Completion for the Expansion Project, the Owner further covenants and agrees that in the event of any conveyance, transfer, assignment, lease, leaseback or sale by the Owner to any entity or person or for any use of the Dealership Site or any portion of the Dealership Site, that is partially or wholly exempt from the payment of real property taxes or that would cause the exemption of the payment of all or any portion of real property taxes otherwise assessable regarding the Dealership Site or any portion of the Dealership Site, the Owner, its successors or assigns shall pay to the Agency a fee in lieu of payment of such taxes each year in an amount determined by the Agency to be one percent (1.0 %) of the "full cash value of the Dealership Site, or portion thereof, as may be subject to such exemption from payment of ad valorem property taxes. The Agency's determination of "full cash value" for in -lieu payment purposes under this Section 6.12.3 shall be established by the Agency each year, if necessary, by reference to the ad valorem property tax valuation principles and practices generally applicable to a county property tax assessor under Section 1 of Article XIIIA of the California Constitution. The Agency's determination of "full cash value" and that an in -lieu payment is due shall be conclusive on such matters. If the Agency deternrines that an amount is payable by the Owner to the Agency as an in -lieu payment under this Section 6.12.3 in any tax year, then such amount shall be paid to the Agency within forty-five (45) days following transmittal by the Agency to the Owner of an invoice for payment of the in -lieu amount. 6.12.4 The.covenants of this Section 6.12 shall run with the land of the Dealership Site and shall be a covenant set forth in the Notice of Agreement and the Agency Grant Deed. Section 6.13 Maintenance Condition of the Dealership Site.. The Owner and the Operator, for themselves and their respective successors and assigns, each covenant and, agree that: 6.13.1 The areas of the Dealership Site that are subject to public view (including all existing improvements, paving, walkways, landscaping, exterior signage and ornamentation) shall be maintained in good repair and a neat, clean and orderly condition, ordinary wear and tear excepted. If, at any time. within twenty (20) years following the date of recordation of the Notice of Agreement there is an occurrence of an adverse condition on any RVPUB\DGW\674424.7 45 area of the Dealership Site that is subject to public view`in'contravention of the general maintenance standard described above (a "Maintenance Deficiency "), then the Agency shall notify the Owner and the Operator in writing of the Maintenance Deficiency. If the Owner or the Operator fails to cure or commence and diligently pursue to cure the Maintenance Deficiency within thirty (30) days of its receipt of notice of the Maintenance Deficiency; the Agency may conduct a public hearing, following transmittal of written notice of the hearing to the Owner and the Operator, at least, ten (10) days prior to the scheduled date of such public hearing, to verify whether a Maintenance Deficiency exists and whether the Owner or the Operator has failed to comply with the provisions of this`Section 6.13. If, upon the conclusion of the public hearing, the Agency finds that a Maintenance Deficiency exists and that there appears to be no with the general maintenance "standard, described above, the Agency shall have the right to enter the Dealership Site and perform all acts necessary to cure the Maintenance Deficiency, or to take any other action at law or in equity that the Agency may then be available to the Agency to accomplish the abatement of the Maintenance Deficiency. Any sum expended `by the Agency for the abatement of a Maintenance Deficiency on the Dealership Site,- as authorized by this Section 6.13 shall become a lien on the Dealership Site. If the amount of the lien is not paid within thirty (30) days after written demand for payment from the Agency to the Owner and the Operator, the Agency shall have the right to enforce the lien in the manner as provided in Section 6.13.3. 6.13.2 Graffiti, as this term is defined in Government Code Section 38772, that has been applied to any exterior surface of a structure or improvement on the Dealership Site that is visible from. -any public right -of -way adjacent or contiguous to the Dealership Site, shall be removed by the Owner or the Operator by either painting over the evidence of such vandalism with a paint that has been color - matched to the surface on which the paint is applied, or graffiti may be removed with solvents, .detergents or water, as appropriate. ` If any such graffiti and is not removed within 72 hours following the time of the discovery of the graffiti, the Agency shall have the right to enter the Dealership Site and remove the graffiti, without notice to the Owner or the Operator. Any sum expended by the Agency for the removal of graffiti from the Dealership Site, as authorized by this Section 6.13, in an amount not to exceed $250.00 per entry by the Agency, shall become a lien on the Dealership Site. If the amount of the lien is not paid within thirty (30) days after written demand to the Owner from the Agency, the Agency shall have the right to enforce its lien in.the manner provided in Section 6.13.3. 6.13.3 The Parties further mutually understand and agree that the rights conferred upon the Agency under this Section 6.13 expressly include the power to establish and enforce a lien or other encumbrance against the Dealership Site, or any portion thereof, in the manner provided under Civil Code Sections 2924, 2924b and 2924c in an amount reasonably necessary to restore the Dealership Site to the maintenance standard required under Section 6.13.1 or Section 6.13.2, including the reasonable attorneys' fees and costs of the Agency associated with the abatement of the Maintenance Deficiency or removal of graffiti. For the purposes of the preceding sentence the words "reasonable attorneys' fees and costs of the Agency "mean and include the salaries, benefits and costs of the City Attorney and the lawyers employed in the Office of the City Attorney. The provisions of this Section 6.13, shall be a covenant running with the land for a term of twenty (20) years following the date of recordation of the Notice of Agreement, shall be set forth in the .Notice of Agreement, and shall be enforceable by the Agency. Nothing in the foregoing provisions of this Section 6.13 shall be 46 RVPUBOGW1674424.7 deemed to preclude the Owner or the Operator from making any alteration, addition, or other change to any structure or improvement or landscaping on the Dealership Site, provided that any such changes comply with applicable zoning and building regulations of the City. Section 6.14 Obligation to Refrain . from Discrimination. The Owner and the Operator each covenant and agree for themselves and their respective successors and assigns and every successor -in- interest to the Dealership or the Dealership Site or any portion thereo£,.that there shall be no discrimination against or segregation of any person, or group of persons, on account of sex, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Dealership or the Dealership Site nor shall the Owner, the Operator or any person claiming under or through either of them establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Dealership Site. The covenant of this Section 6.14 shall run with the land of the Dealership Site in perpetuity and be a covenant set forth in the Agency Grant Deed. Section 6.15 Form of Non - discrimination and Non- segregation Clauses. The Owner and the Operator each covenant and agree for themselves and their respective successors and assigns and every successor -in- interest to the Dealership or the Dealership Site, or any portion thereof, that the Owner, the Operator and such successors and assigns shall refrain from restricting the sale, lease, sublease, rental, transfer, use, occupancy, tenure or enjoyment of the Dealership or the Dealership Site (or any portion thereof) on the basis of sex, marital status, race, color, religion, creed, ancestry or national origin of any person. All deeds, leases or contracts pertaining to the Dealership Site shall contain or be subject to substantially the following non- discrimination or non - segregation covenants: 6.15.1 In deeds "The grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessee, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land." 6.15.2 In leases "The Lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants lessees, sublessee, subtenants, or vendees in the premises herein leased. RVPUB\DGW'674424.7 47 6.15.3 In contracts "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed or leased, nor shall the transferee or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees; subtenants, or vendees of the premises herein transferred." The foregoing provision shall be binding upon and shall obligate the contracting party or parties and any subcontracting party or parties, or other transferees under the instrument. 6.15.4 The covenant of this Section 6.15 shall run with the land of the Dealership Site in perpetuity and shall be a covenant in the Agency Grant Deed. Section 6.16 Survival of Special Redevelopment Covenants. Each of the special redevelopment covenants set forth in this ARTICLE VI shall be a covenant running with the land of the Dealership Site and shall survive each Close of Escrow under the Agency /Owner Escrow, for the time period set forth in each such special redevelopment covenant. ARTICLE VII POST - CLOSING ACTIONS OF THE AGENCY AND THE DEVELOPER Section 7.1 Vacation of Morlan Place. The Agency shall exercise its reasonable best efforts to cause the City to schedule a public hearing to consider the possible vacation of a portion of Morlan Place in accordance with the Scope of Development for such lands proposed by the Owner by the date set forth in the Schedule of Performance for such action, subject to the submission by the Owner of all necessary engineering and other information required by the City for consideration of such a street vacation. If the City, vacates a portion of Morlan Place, within thirty (30) days of notice of the vacation of such portion of Morlan Place by the City, the Owner shall pay to the Agency the lesser of (i) the amount the Agency paid to acquire fee title to the land under that portion of Morlan Place vacated by the City or (ii) the fair reuse value of the land under that portion of Morlan Place vacated by the City, exclusive of land in which the .Owner held a reversionary interest pursuant to Streets and Highways Code Section 8350, prior to the Effective Date. Section 7.2 Merger of Parcels. Within the time period for such action set forth in the Schedule of Performance, the Owner shall take all reasonable actions necessary to cause the City to approve a map merging all of the Parcels comprising the Expansion Site, including any portions. of Morlan Place that may be vacated by the City, and the property on which the existing Dealership is located into a single legal parcel, in compliance with the SubdivisionMap.Act and the requirements of the City, all at the Owner's sole cost and expense. The Owner hereby consents to a ninety (90) day extension of time, pursuant to Government Code Section 65957, for the City to process the Owner's complete parcel map application for the Dealership Site, for a total processing period of one hundred fifty (150) days. The legal parcel to be created by the merger of the Expansion Site, any vacated portions of Morlan Place, if any, and the. Existing Site is referred to in this Agreement as the "Dealership Site." 48 RVPUBIDGW%674424.7 - Section 7.3 Conditional Use Permit. The Agency shall exercise its reasonable best efforts to cause the City to approve any conditional use permit or other discretionary approval required for the Expansion Project in accordance with the Scope of Development by the date set forth in the Schedule of Performance, provided that the Owner has submitted all necessary applications and other information required by the City for consideration of such conditional use permit or other discretionary approval by the date set forth in the Schedule of Performance. Section 7.4 Certificate of Completion. 7.4.1 Following the completion of construction and installation of the Expansion Project, excluding any normal and minor building "punch- list" items to be completed by the Owner, and written request from the Owner for issuance of the Certificate of Completion, the Agency shall inspect the Expansion Project to determine whether or not the Expansion Project has been completed in compliance with this Agreement. If the Agency determines that the Expansion Project is complete and in compliance with this Agreement, the Agency shall furnish the Owner with a Certificate of Completion for the Expansion Project, executed in recordable form. If the Agency determines that the Expansion Project is not in compliance with this Agreement, the Agency shall send written notice of each non - conformity to the Owner, pursuant to Section 7.4.3. 7.4.2 The Agency shall not unreasonably withhold the issuance of a Certificate of Completion. A Certificate of Completion shall be evidence of the Agency's conclusive determination of satisfactory completion of the Expansion Project, pursuant to the terms of this Agreement. After the recordation of the Certificate of Completion, any person then owning or thereafter purchasing, leasing or otherwise acquiring any interest in the Dealership Site shall not (because of such ownership, purchase, lease or acquisition) incur any obligation or liability under this Agreement regarding construction or installation of the Expansion Project, except that such person shall be bound by any reservations; covenants, conditions, restrictions and other interests recorded against the Dealership Site pursuant to this Agreement. 7.4.3 If the Agency fails or refuses to issue a Certificate of Completion for the Expansion Project, after written request from the Owner, the Agency shall, within fifteen (15) calendar days of the Owner's written request or within three (3) calendar days after the next regular meeting of the Agency, whichever date occurs later, provide Owner with a written statement setting forth the reasons for the Agency's failure or refusal to issue a Certificate of Completion. The statement shall also contain the Agency's opinion of the action(s) the Owner must take to obtain a Certificate of Completion from the Agency. If the reason for such refusal is confined to the immediate unavailability of specific items or materials for construction or landscaping at a price reasonably acceptable to the Owner or other minor building "punch -list" items, the Agency may issue its Certificate of Completion upon the posting of a bond or irrevocable standby letter of credit by the Owner in a form reasonably acceptable to the Agency in an amount representing the fair value of the work not yet completed, as reasonably determined by the Agency. If the Agency fails to provide such written statement, within the foregoing time period, the Owner shall be deemed conclusively and without further action of the Agency to have satisfied the requirements of this Agreement with respect to the Expansion Project, as if a Certificate of Completion had been issued by the Agency pursuant to this Agreement. 49 AVPUB\oG1ir\674424.7 7.4.4 A Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Owner to any holder of a mortgage, or any insurer of a mortgage "securing money loaned to finance the Expansion Project, or any part thereof. A Certificate of Completion shall not be deemed to constitute a notice of completion under Section 3093 of the California Civil Code, nor shall: it act to terminate the 'continuing covenants, restrictions or conditions subsequent contained in the Agency Grant Deed or any other instruments recorded against the Expansion Site pursuant to this Agreement. A Certificate of Completion is not evidence of the compliance of the Expansion Project with any building code, conditions of approval, land use, zoning or other requirements of the City or any governmental entity with jurisdiction over the Expansion Site, other than the Agency. ARTICLE VIII DEVELOPER FINANCING OF EXPANSION SITE ACQUISITION AND EXPANSION PROJECT Section 8.1 Agency Right to Approve Lenders., The Agency shall have the right to approve each Lender proposed by the Owner or the Operator to provide a Loan and the right to review and approve any and all Loan Documents evidencing any Loan and/or any security for any Loan, in the Agency's reasonable discretion. The Owner or the Operator shall submit the name of any proposed Lender and all Loan Documents proposed to evidence and/or secure a Loan from such Lender to either the Owner or the Operator, as applicable, to the Agency for review and approval, prior to executing such Loan Documents. The Agency shall review and. approve or disapprove any Lender and/or Loan Documents submitted to the Agency for review and approval, within thirty (30) days of receipt of such information by the Agency. The Agency's failure to approve or disapprove any Lender and/or any Loan Documents submitted to the Agency for review and approval within such thirty (30) day period shall constitute the Agency's approval of the submitted Lender and/or Loan Documents. Section 8.2 Recordation of Construction Loan. The Owner covenants to cause a Loan providing financing for the construction and installation of the Expansion Project to be recorded against the Expansion Site or the Dealership Site, within thirty (30) days following the Agency /Owner Escrow Closing Date. Section 8.3 Only Permitted Security Interests Allowed. During the time period between the Effective Date and the recordation of a full reconveyance of the Agency Deed of Trust, the Owner shall not place and shall not allow to be placed on the Existing Site, the Expansion Site, the Dealership Site or any portion of any such site any mortgage, deed of trust, encumbrance or lien other than a Permitted Security Interest. In the event of the recordation of any lien, encumbrance, mortgage, levy or attachment made on the Existing Site, the Expansion Site, the Dealership Site or any portion of any such site that is not a Permitted Security Interest, the Owner shall remove, have removed, or assure the satisfaction thereof to the satisfaction of the Agency. Following sixty (60) calendar days prior written notice to the Owner, the Agency shall have the right, but not the obligation, to satisfy any unauthorized liens or encumbrances recorded against the Existing Site, the Expansion Site, the Dealership Site or any portion of any such site. Nothing in this Section 8.3, though, shall require the Owner to pay or make provisions for the payment of any tax, assessment, lien or charge that the Owner is in the process of contesting the 50 RVPUB %DGW\674424.7 validity or amount thereof, in good faith, and so long as such contest shall not subject the Existing Site, the Expansion Site, the Dealership Site or any portion of any such site, to forfeiture or sale. Section 8.4 Notification of Recording of Security Interest. The Owner shall promptly notify the Agency of any mortgage, deed of trust or other refinancing, encumbrance or lien created or attached to the Existing Site, the Expansion Site the Dealership Site, or, any portion of any such site, prior to recordation of a full reconveyance of the Agency Deed of Trust, whether by voluntary act of the Owner or otherwise; provided, however, that no notice of filing of preliminary notices or mechanic's liens need be given by the Owner to the Agency, prior to suit being filed to foreclose any such mechanic's lien. The Owner shall promptly provide the Agency with copies of all Loan Documents evidencing such security interest and related debt. Section 8.5 Rights of Agency. Whenever a Lender delivers a notice or demand to the Owner regarding any breach or default by the Owner under any Loan Document, such Lender shall concurrently deliver a copy of the same notice to the Agency. In the event of a default or breach by the Owner under a Permitted Security Interest, prior to the recordation of a full reconveyance of the Agency Deed of Trust, where the Lender has not exercised its option to complete the Expansion Project under Section 8.6.1, the Agency may cure the default of the Owner under the Loan or the Loan Documents, but is under no obligation to do so, prior to completion of any sale or foreclosure of the Expansion Site under the Loan Documents. The Agency shall be entitled to reimbursement from the Owner of all costs and expenses incurred by the Agency in curing any default of the Owner under the Loan or the Loan Documents. The Agency is authorized to add the amount of any such costs and disbursements to the amount secured by the Agency Deed of Trust. Section 8.6 Rights of Lender 8.6.1 Whenever the Agency delivers any notice or demand to the. Owner regarding any breach or default by the Owner in the completion of construction and installation of the Expansion Project, or any breach or default of any other obligations of the Owner under this Agreement that, if not timely cured by the Owner, would entitle the Agency to terminate this Agreement or exercise its right to acquire all or any portion of the Expansion Site, pursuant to Section 10.6 the Agency shall concurrently send a copy of such notice or demand to the Lender. The Lender shall (insofar as the rights of the Agency are concerned) have the right, but not the obligation, at its option, to commence the cure or remedy of any such default of the Owner and to diligently and continuously proceed with such cure or remedy, within the same time period, if any, provided to the Owner in this Agreement to cure or remedy such default and add the cost of the cure or remedy to the security interest debt and the lien of its security interest. Nothing contained in this Agreement shall be deemed to permit or authorize the Lender to undertake or continue the construction or completion of the Expansion Project (beyond the extent necessary to conserve or protect the improvements or construction already made), without expressly assuming the Owner's obligations under this Agreement by written agreement satisfactory to. the Agency in which the Lender agrees to complete, in the manner provided in this Agreement, the improvements to which the lien or title of the Lender relates and must submit evidence satisfactory to the Agency that it has the qualifications and financial capability necessary to perform such obligations. The Lender, upon completing such Expansion Project in 51 RVPUB\DGW\674424.7 accordance with the terms and provisions of this Agreement shall be entitled, upon written request made to the Agency, to be issued a Certificate of Completion by the Agency. Nothing in this Section 8.3 shall prevent or delay the exercise of any power of sale under the Agency Deed of Trust, pursuant to its terms. 8.6.2. In any case where, sixty (60) calendar days after notice of a default by the Owner under Section 8.6.1, the Lender has not exercised the option provided in Section 8.6.1 to construct the applicable portions of the Expansion Project, or has exercised the option, but has not proceeded diligently and continuously with construction, the Agency may purchase the Lender's security interest in the Dealership Site by payment to the Lender of the amount of the unpaid debt, including principal, accrued and unpaid interest, late charges, costs, expenses and other amounts payable to the Lender by the Owner under its loan or security agreement and, if the ownership of the Expansion Site or any portion of the Expansion Site has vested in the Lender, the Agency, at its option, but not its obligation,'shall be entitled to a conveyance of any portion of the Expansion Site vested in the Lender from the Lender to the Agency. 8.6.3 After expiration of the sixty (60) calendar day period, provided for in Section 8.6.2, the Lender may demand, in writing, that the Agency act pursuant to the option granted in Section 8.6.2. If the Agency fails to exercise the right granted in Section 8.6.2 within sixty (60) calendar days from the date of the Agency's receipt of such written demand from the Lender, the Agency shall be conclusively deemed to have waived its right of purchase of any security interest created by the Loan or the Loan Documents, pursuant to Section 8.6.2. Section 8.7 Subordination of Agency Deed of Trust. At the Close of each Phase of the Agency /Owner Escrow, the Agency Deed of Trust shall be recorded against each Parcel comprising the subject Phase in first lien position. The Agency will agree to subordinate the Agency Deed of Trust to second lien position, subordinate only to a Permitted Security Interest securing only repayment of other purchase money financing used by the Owner to pay the Parcel Reuse Prices for each Parcel in the subject Phase. The Owner may also make a written request to the Agency for the Agency to agree to subordinate the lien priority of the Agency Deed of Trust to any Permitted Security Interest securing repayment of financing for construction and installation of the Expansion Project. The form of any future subordination agreement subordinating the priority of the Agency Deed of Trust to any Permitted Security Interest securing repayment of financing for construction and installation of the Expansion Project shall be in a form reasonably acceptable to the Agency and providing, without limitation, for all of the following: (a) The Owner to provide payment and performance bonds in favor of the Agency for the completion of the Expansion Project and the payment of all architects, engineers, materialmen, equipment suppliers, laborers and contractors providing materials, equipment, labor or otherwise employed relative to the Expansion Project, in forms and amounts acceptable to the Agency; (b) Use of the proceeds of the Loan secured by the Permitted Security Interest is restricted to construction and installation of the Expansion Project; RVPUB\DGM674424.7 52 (c) The Loan Documents require use of third -party fund control for distribution of the proceeds of the Loan for payment of the costs of construction and installation of the Expansion Project ;:,, (d) The maximum points paid by the Owner to obtain the Loan shall not exceed one half of one percent (.5 %) of the original principal amount of the Loan; (e) The tern of the Loan shall not exceed ninety (90) days beyond the Completion Date; (f) The terms of the Loan do not require any pre - payment penalty, charge or fee; and (g) The Agency shall not be required to forego or delay the exercise of any right or remedy of the Agency under this Agreement, the Agency Deed of Trust, the Promissory Note or any other document related to or associated with this Agreement or the transactions contemplated in this Agreement. ARTICLE IX REPRESENTATIONS AND WARRANTIES Section 9.1 Warranties and Representations by the Owner. The Owner makes the following representations, covenants and warranties as of the Effective Date and acknowledges that the execution of this Agreement by the Agency is made in material reliance by the Agency on such covenants, representations and warranties of the Owner: 9.1.1 The Owner has taken all requisite action and obtained all requisite consents in connection with entering into this Agreement, such that this Agreement is valid and enforceable against the Owner in accordance with its terms and each instrument to be executed by the Owner pursuant to or in connection with this Agreement will, when executed, be valid and enforceable against the Owner in accordance with its terms. No approval, consent, order or authorization of, or designation or declaration of any other person, is required in connection with the valid execution, delivery or performance of this Agreement by the Owner. 9.1.2 If the Owner becomes aware of any act or circumstance that would change or render incorrect, in whole or in part, any representation or warranty made by the Owner under this Agreement, whether as of the date given or any time thereafter, whether or not such representation or warranty was based upon Owner's knowledge and/or belief as of a certain date, the Owner will give immediate written notice of such changed fact or circumstance to the Agency. Section 9.2 Warranties and Representations by the Operator. The Operator makes the following representations, covenants and' warranties as of the Effective Date and acknowledges that the execution of this Agreement by the Agency is made in material reliance by the Agency on such covenants, representations and warranties of the Operator: 53 RVPUH\DGWA674424.7 9.2.1 The Operator has taken all requisite action and obtained all requisite consents in'connection with entering into this Agreement, such that this Agreement is valid and enforceable against the Operator in accordance with its terms and each instrument to be executed by the Operator pursuant to or in connection with this Agreement will, when executed, be valid and enforceable against the Operator in accordance with its terms. No approval, consent, order or authorization of, or designation or declaration of any other person, is required in connection with the valid execution, delivery or performance of this Agreement by the Operator. 9.2.2 If the Operator becomes aware of any act or circumstance that would change or render incorrect, in whole or in part, any representation or warranty made by the Operator under this Agreement, whether as of the date given or any time thereafter, whether or not such representation or warranty was based upon Operator's knowledge and/or belief as of a certain date, the Operator will give immediate written notice of such changed fact or circumstance to the Agency. ARTICLE X DEFAULTS, REMEDIES AND TERMINATION Section 10.1 Defaults - General. 10.1.1 Subject to any extensions of time provided for in this Agreement, failure or delay by either Party to perform any term or provision of this Agreement shall constitute a default under this Agreement; provided, however, that if a Party otherwise in default commences to cure, correct or remedy such default, within thirty (30) calendar days after receipt of written notice from the injured Party specifying such default, and shall diligently and continuously prosecute such cure, correction or remedy to completion (and where any time limits for the completion of such cure, correction or remedy are specifically set forth in this Agreement, then within said time limits), such Party shall not deemed to be in default under this Agreement. 10.1.2 The injured Party shall give written notice of default to the Party in default, specifying the default complained of by the non - defaulting Party. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default. 10.1.3 Any failure or delays by either Party in asserting any of their rights and/or remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies. Delays by either Party in asserting any of their rights and/or remedies shall not deprive either Party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. Section 10.2 Events of Default. In addition to other acts or omissions of the Owner or the Operator that may legally or equitably constitute a default or breach of this Agreement, the occurrence of any of the following specific events shall constitute an "Event of Default" under this Agreement that is not subject to the provisions of Sections 10.1.1 or 10.1.2: 54 RVPUB \DGW\674424.7 10.2.1 - Any default by the Owner or the Operator under any Loan Documents for any purpose or reason, following any required notice and expiration of any applicable cure . period provided under such Loan Documents. 10.2.2 The Owner or the Operator fails to perform any of the non - monetary covenants or conditions of this Agreement, other than those covenants contained in Section 6.1, Section 6.3, Section 6.4 or Section 8.2 (which are each specifically addressed, below), and such failure is not cured to the Agency's reasonable satisfaction within thirty (30) days following written notice of the failure to the Owner or the Operator from the Agency or the expiration of an applicable shorter cure period set forth in this Agreement. 10.2.3 Any failure of the Owner to satisfy the Owner's covenant set forth in Section 8.2. 10.2.4 Any breach of the covenants of the Owner or the Operator set forth in Section 6.1. 10.2.5 The Owner or the Operator fails to perform any of the non - monetary covenants and conditions of Section 6.3 or Section 6.4, and such failure is not cured to the Agency's reasonable satisfaction within thirty (30) days following written notice of the failure to the Owner or the Operator from the Agency or the expiration of an applicable shorter cure period set forth in this Agreement; provided, however, that for so long as the Owner and the Operator are satisfying their joint and several obligations to cause the generation of both the Minimum Assessed Valuation and the Minimum Annual Sales Tax Amount or, alternatively, to pay both the In -Lieu Tax Increment Payment and the In -Lieu Minimum Sales Tax Payment, no default under this Agreement shall occur by virtue of any failure on the part of the Owner or the Operator to satisfy any of the other covenants of either Section 6.3 or Section 6.4, except as provided in Section 10.2.13. 10.2.6 The determination by the Agency that any representation, warranty, disclosure or statement of the Owner or the Operator contained in this Agreement, the Promissory Note, the Deed of Trust or in any other writing delivered to the Agency in connection with this Agreement, the Promissory Note or the Deed of Trust, was incomplete, untrue or misleading in any material respect as of the date made. 10.2.7 The Owner or the Operator fails to make any payment or deposit of funds required under this Agreement or to pay any other charge set forth in this Agreement, following seven (7) days' written notice to the Owner or the Operator from the Agency of such failure of the Agency gives such notice to the Owner or the Operator on more than three (3) occasions. 10.2.8 The occurrence of an Event of Default under the Promissory Note. 10.2.9 The occurrence of an Event of Default under the Agency Deed of Trust. 10.2.10 Any material deviation in the work of improvement of the Expansion Project from the ,approved Scope of Development, without the prior written approval of the 55 R V P UB\DG W \674424.7 Agency, or the appearance of defective workmanship or materials and such defects are not corrected or substantially corrected, within thirty (30) days after receipt of written notice thereof from the Agency to the Owner. . - 10.2.11 Any portion of the Expansion Project encroaches over the Expansion Site boundaries or setback lines or violates any easement rights, or any structure upon adjoining lands encroaches upon the Expansion Site and the condition is not corrected, within thirty (30) . days following written notice of such encroachment or violation to the Owner from the Agency. 10.2.12 Failure to commence construction of all or any portion of the Expansion Project in accordance with the Schedule of Performance. 10.2.13 The work of improvement of the Expansion Project is delayed or suspended for a period in excess of that permitted under Section 5.4 of this Agreement, subject to the occurrence or granting of any extension of time provided for in this Agreement; or the work of construction of the Expansion Project is not completed by December 31, 2007, subject to the occurrence or granting of any extension of time provided for in this Agreement. 10.2.14 There occurs any event of dissolution, reorganization or termination of the Owner or the Operator that adversely and materially affects the operation or value of the Existing Site, the Expansion Site, the Expansion Project, the Dealership or the Dealership Site and such event is not corrected within five (5) days following written notice of such event from the Agency to the Owner and the Operator. 10.2.15 The Owner or the Operator sells, transfers, hypothecates, encumbers or assigns any of its interest in this Agreement, the Existing Site, the Expansion Site, the Expansion Project, the Dealership, the Dealership Site, any improvements on any such site or any portion of any of the foregoing, or violates the provisions of Section 6.6, whether voluntarily or involuntarily or by operation of law, prior to payment in full of all principal and accrued interest under the Promissory Note or otherwise in violation of the terms of this Agreement, without the prior written approval of the Agency, which approval may be given or withheld in the Agency's sole and absolute discretion. 10.2.16 Rusnak/Arcadia, a California corporation, ceases to be the operator of the Dealership, prior to the tenth (10 anniversary of the Opening Date, without the prior written approval of the Agency, which approval may be given or withheld in the Agency's sole and absolute discretion. 10.2.17 The Owner or the Operator defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor, or person that may materially affect the Owner's or the Operator's ability to repay the Promissory Note or the ability of the Owner or: the Operator to perform their, respective, other obligations under this Agreement, the Promissory Note or the Agency Deed of Trust. 10.2.18 Any creditor attempts to take or sell any of the Owner's or the Operator's property on or in which the Agency has a lien or security interest securing repayment or performance' of the Owner's or the Operator's obligations under this Agreement, the Promissory Note or the Agency Deed of Trust. 56 RVPUB\DGW1674424.7' 10.2.19 A material adverse change occurs in the Owner's or the Operator's financial condition, or the Agency believes the prospect of payment or performance of the indebtedness evidenced by the Promissory Note is materially impaired. 10.2.20 The Owner or the Operator becomes insolvent or generally -is not paying its debts as they become due, as defined in the United States Bankruptcy Reform Act, as amended from time to time (which Act, as amended, is referred to in this Deed of Trust as the 'Bankruptcy Code "), or shall file a voluntary petition in bankruptcy seeking to effect a reorganization plan or other arrangement with creditors or any other relief under the Bankruptcy Code or under any other state or federal law relating to bankruptcy or other relief for debtors, whether now or hereafter in effect, or shall consent to or suffer the entry of any order for relief in any involuntary case under the Bankruptcy Code, or shall be the defendant or subject of any involuntary petition filed under the Bankruptcy Code that is not dismissed within ninety (90) days of the filing of such petition, or shall make an assignment for the benefit of creditors. 10.2.21 Any court (or similar tribunal) having jurisdiction over either the Owner or the Operator or any of the property of either the Owner or the Operator shall enter a decree or order appointing a receiver, trustee, guardian, conservator, assignee in bankruptcy or insolvency of the Owner or the Operator, of any of the Property, of any other real property of the Owner or the Operator, of any other significant asset of the Owner or the Operator, or shall enter a decree or order for relief in any involuntary case under the Bankruptcy Code. 10.2.22 The entry of any final judgment or arbitration award against the Owner or the Operator that is not paid or stayed pending appeal, or the ,sequestration or attachment of, or any levy or execution upon (i) any of the collateral provided by the Owner or the Operator or any other person under the Agency Deed of Trust or as security for performance, under this Agreement or the Promissory Note, or (iii) any significant portion of the other assets of the Owner or the Operator, that is not released, expunged or dismissed prior to the earlier of (10) days after such sequestration, attachment or execution or five (5) days before the sale of any such assets. 10.2.23 The Owner or the Operator shall dissolve, liquidate or wind up its affairs or shall bring any legal action or take any other action contemplating such dissolution, liquidation or winding up. 10.2.24 The Owner or the Operator suspends or terminates its legal status or is not authorized by the Secretary of State of the State of California to transact business in California. Section 10.3 Agency Rights to Accelerate Obligations. Upon the occurrence of any Event of Default, the Agency may declare all amounts due or that may become due to the Agency or the City in the future pursuant to the provisions of Section 6.3, Section 6.4 and/or the Promissory Note to be immediately due and payable by the Owner and the Operator, jointly and severally, by sending written notice to both the Owner and the Operator of the Event of Default and the Agency's election to exercise its rights under this Section 10.3, and such amounts shall, upon such notice, become immediately due and payable by the Owner and the Operator, jointly and severally. For the purposes of this Section 10.3, the phrase "all amounts due or that may 57 RVPUBIDGW1674424.7 - become due to the Agency or the City in the future pursuant to the provisions of Section 6.3" means and refers to all In -Lieu Tax Increment Payments that would be due to the Agency, if the Owner's and/or the Operator's compliance with the covenants of Section 6.3 was determined for the entire duration of the covenants contained in Section 6.3, as of the time of the Event of Default specified in the Agency's notice exercising its rights under this Section 10.3. For the purposes of this Section 10.3, the phrase "all amounts due or that may become due to the Agency or the City in the future pursuant to the provisions of Section 6.4" means and refers to all hi -Lieu Minimum Sales Tax Payments that would be due to the Agency, if the Owner's and/or the Operator's compliance with the covenants of Section 6.4 was determined for the entire duration of the covenants contained in Section 6.4, as of the time of the Event of Default specified in the Agency's notice exercising its rights under this Section 10.3. The Agency may exercise its rights to accelerate the obligations of the Owner and/or the Operator contained in Section 6.3, Section 6.4 and/or the Promissory Note, following any Event of Default, regardless of any prior forbearance by the Agency and regardless of whether or not the time for commencement of the obligations contained in Section 6.3, Section 6.4 and/or the Promissory Note has occurred. The occurrence of an Event of Default, with or without, Agency's acceleration of the obligations of the Owner and/or the'Operator contained in Section 6.3, Section 6.4 and/or the Promissory Note pursuant to this Section 10.3; shall terminate the Agency's obligations -to pay any Operator Incentive pursuant to Section 6.5. Section 10.4 Agency Termination Rights Prior to the Close of the First Phase of Agency /Owner Escrow.. Upon the occurrence of an Event of Default at any prior to the close of the first Phase of the Agency /Owner Escrow, the Agency may terminate this Agreement by sending written notice of termination to both the Owner and the Operator. Section 10.5 Agency Power of Termination Regarding Dealership Site. 10.5.1 The Agency hereby reserves a power of termination pursuant to Civil Code Sections 885.010, et sM., exercisable by the Agency, in its sole and absolute discretion, upon thirty (30) calendar days written notice to the Owner and the Operator referencing this Section 10.5, to terminate the fee interest of the Owner in real property conveyed through the Agency Grant Deed and any leasehold or other interest of the Operator in the real property conveyed through the Agency Grant Deed and/or any improvements to such property and revest such fee title in the Agency and take possession of all or any portion of such real property and improvements, without compensation to the Owner, upon the occurrence of an Event of Default following the close of any Phase of the Agency /Owner Escrow and prior to the issuance of a Certificate of Completion for the Expansion Project. The Owner and the Operator agree that the power of termination reserved to the Agency in this Section 10.5 shall apply to the entire Dealership Site, following merger or other combination of the Expansion Site and the Existing Site, as though all such real property and improvements were conveyed through an Agency Grant Deed and the Owner hereby grants such power of termination over the Existing Site to the Agency. 10.5.2 The thirty (30) calendar day written notice specified Section 10.5.1 shall specify the Event of Default triggering the Agency's exercise of its power of termination. The Agency shall proceed with its remedy set forth in Section 10.5.1 only if the Owner and/or the Operator continue in default for a period of thirty (30) calendar days following such notice 58 RVPUB \DGW\674424.7 or, upon commencing to cure such default, fails to diligently and continuously prosecute said cure to satisfactory conclusion. 10.5.3 The Agency shall compensate the Owner or its successor in interest in ownership of the Expansion Site, for conveyance of marketable, lien -free fee title to the Expansion Site to the Agency, only pursuant to the provisions of Section 10.5.7. 10.5.4 The rights of the Agency under this Section 10.5 shall be subject and subordinate to, shall be limited by and shall not defeat, render invalid or limit: (a) Permitted Security Interests; (b) Any leases, declarations of covenants, conditions and restrictions, easement agreements or other recorded documents or interests applicable to the Expansion Site, the Dealership Site or any portion of either site and permitted or authorized by this Agreement, except any such interests held by the Operator, which are expressly subordinate to this Agreement and the Agency Deed of Trust, pursuant to Section 1.4. 10.5.5 The deed to a Parcel or to any portion thereof conveyed by the Owner to a third -party shall contain appropriate references and provisions to give effect to the Agency's rights under this Section 10.5. 10.5.6 Upon the Agency's exercise of its power of termination pursuant to this Section 10.5, the Owner and the Operator or their respective successors or assigns shall convey by grant deed to the Agency title to the real property conveyed by the Agency Grant Deed and all improvements thereon in accordance with Civil Code Section 1109,,as hereafter amended or substituted. Such conveyance shall be duly acknowledged by the Owner in a manner suitable for recordation. The Agency may enforce its rights pursuant to this Section 10.5 by means of an injunctive relief or forfeiture of title action filed in any court of competent jurisdiction. 10.5.7 Upon the reverting in the Agency of title to the real property subject to the Agency's power of termination, whether by grant deed or court decree, the Agency shall use its reasonable good faith efforts to resell the real property at fair market value, as soon and in such manner as the Agency shall find feasible and consistent with the objectives of the Redevelopment Plan, to a qualified and responsible party or parties (as reasonably determined by the Agency) who will assume the Owner's and Operator's obligations to begin and/or complete and /or operate the Expansion Project, "or such other replacement development acceptable to the Agency in its sole and absolute discretion, consistent with the Redevelopment Plan. Upon such resale of the real property (or any portion thereof), the proceeds thereof shall be applied as follows: (a) First, to pay any and all amounts required to release /reconvey any Permitted Security Interest; and (b) Second, to reimburse the Agency on its own behalf or on behalf of the City for all actual internal and third -party costs and expenses previously or currently incurred by the Agency or the City related to the Expansion Property, the Expansion Project or this 59 RVPUBIDGW\674424.7 Agreement, including, but not limited to, customary and reasonable fees or salaries to third -party personnel engaged in such actions, in connection with the recapture, management and resale of the real property or any part thereof; all taxes, assessments and utility charges paid by the City and/or the Agency "with respect to the real property, or portion thereof; any payment made or necessary to be made to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations incurred by the Owner or the Operator with respect to the acquisition of the real property or the construction of the Expansion Project; and amounts otherwise owing to the Agency by the Owner or the Operator or their respective successor or assigns pursuant to the terns of this Agreement; and (c) Third, to the extent that any proceeds from such resale are, thereafter, available, taking into account any prior encumbrances with a claim thereto, to reimburse the Owner, or its successors in interest to the real property or any part thereof, equal to the sum of. (1) the Parcel Purchase Prices paid to the Agency; (2) the amount of any equity in the Existing Site held by the Owner on the last day immediately prior to the Agency /Owner Escrow Closing Date; and (3) the third -party costs actually incurred and paid by the Owner regarding the development of the Expansion Project, including, but not limited to, costs of carry, taxes, and other items asset forth in the Owner's cost certification, which shall he subject to the Agency's 'reasonable approval; provided, however, that the Owner shall not be entitled to reimbursement for any expenses to the extent that such expenses relate to any loans, liens or other encumbrances that are paid by the Agency pursuant to the provisions of sub- sections (a) or (b) above. (d) Any portion of the proceeds from the resale of the real property remaining after the foregoing applications shall be retained by the Agency as its sole and exclusive property. 10.5.8 IMMEDIATELY FOLLOWING THE THIRTY (30) DAY PERIOD SPECIFIED IN SECTION 10.5.1, ABOVE, THE AGENCY, ITS EMPLOYEES AND AGENTS SHALL HAVE THE RIGHT TO REENTER AND TAKE POSSESSION OF ALL OR ANY PORTION OF THE REAL PROPERTY CONVEYED TO THE OWNER THROUGH THE AGENCY GRANT DEED OR THE DEALERSHIP SITE AND ANY IMPROVEMENTS TO SUCH REAL PROPERTY, WITHOUT FURTHER PRIOR NOTICE OR COMPENSATION, EXCEPT AS EXPRESSLY' PROVIDED IN SECTION 10.5.7, TO THE OWNER OR THE OPERATOR. BY INITIALING BELOW, BOTH THE OWNER AND THE OPERATOR HEREBY EXPRESSLY WAIVE, TO THE MAXIMUM EXTENT ALLOWED BY LAW, ANY AND ALL RIGHTS THAT THE OWNER OR THE OPERATOR MAY HAVE UNDER CALIFORNIA CIVIL CODE SECTION 791 AND CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1162; AS THOSE STATUTES MAY BE AMENDED OR SUBSTITUTED, OR UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. OWNER'S INITIALS . OPERATOR'S =IALS 10.5.9 THE OWNER AND THE OPERATOR EACH ACKNOWLEDGE AND AGREE THAT THE AGENCY'S EXERCISE OF ITS POWER OF TERMINATION 60 RVPU13\DGW\674424.7 - AND RIGHT OF REENTRY PURSUANT TO THIS SECTION 10.5 SHALL WORK A FORFEITURE OF THE ESTATE IN THE PROPERTY CONVEYED TO THE OWNER THROUGH THE AGENCY GRANT DEED, THE DEALERSHIP SITE, AND ANY INTEREST OF THE OPERATOR IN SUCH REAL PROPERTY OR IMPROVEMENTS TO SUCH REAL PROPERTY. THE OWNER AND THE OPERATOR EACH HEREBY EXPRESSLY WAIVE, TO THE MAXIMUM EXTENT ALLOWED BY LAW, ANY AND ALL EQUITABLE AND LEGAL DEFENSES THAT THE OWNER OR THE OPERATOR MAY HAVE TO SUCH FORFEITURE, INCLUDING, BUT NOT LIMITED TO, THE DEFENSES OF LACHES, WAIVER, ESTOPPEL, SUBSTANTIAL PERFORMANCE OR COMPENSA13LE DAMAGES. THE OWNER AND THE OPERATOR FURTHER EXPRESSLY WAIVE, TO THE MAXIMUM EXTENT ALLOWED BY LAW, ANY AND ALL RIGHTS AND DEFENSES THAT THE OWNER OR THE OPERATOR MAY HAVE UNDER CALIFORNIA CIVIL CODE SECTION 3275 OR ANY OTHER STATUTE OR COMMON LAW PRINCIPLE OF SIMILAR EFFECT. THE OWNER AND THE OPERATOR EACH ACKNOWLEDGE THAT THE TERMS AND CONDITIONS OF THIS AGREEMENT REFLECT THE POSSIBILITY OF FORFEITURE BY VIRTUE OF THE EXERCISE OF THE AGENCY'S POWER OF TERMINATION PROVIDED IN THIS SECTION 10.5 AND FURTHER ACKNOWLEDGE THAT EACH HAS RECEIVED INDEPENDENT AND ADEQUATE CONSIDERATION FOR ITS WAIVER AND RELINQUISHMENT OF RIGHTS AND REMEDIES PURSUANT TO THIS SECTION 10.5. OWNER'S INITIALS OPERATOR'S INITIALS Section 10.6 Legal Actions. 10.6.1 In addition to any other rights or remedies, either Party may institute legal action to cure, correct or remedy any default, to recover damages for any default, or to obtain any other remedy available to that Party under this Agreement or at law or in equity, 10.6.2 The laws of the State of California shall govern the interpretation and enforcement of this Agreement. The Parties acknowledge and agree that this Agreement is entered into, is to be fully and completely performed in and relates to real property situated in the City of Arcadia, County of Los Angeles, California. 10.6.3 In the event that any legal action is commenced by the Owner against the Agency, service of process on the Agency shall be made by personal service upon the City Clerk of the City of Arcadia, California, at 204 West Huntington Drive, Arcadia, California (or such other Agent for service of process and at such address as may be specified in written notice from the Agency), or in such other manner as may be provided by law. 10.6.4 In the event that any legal action is commenced by the Agency against the Owner, service of process on the Owner shall be made by personal service on Paul P. Rusnak at 55 West Huntington Drive, Arcadia, California (or such other Agent for service of process and at such address as may be specified in written notice to the Agency), or in such 61 RVPUB\DGW\674424.7 other manner as may be provided by law, and shall be valid whether made within or without the State of California. 10.6.5 In the event that any legal action is commenced by the Agency against the Operator, service of process on the Operator shall be made by personal service on any corporate officer of the Operator at 55 West Huntington Drive, Arcadia, California (or such other Agent for service of process and at such address as maybe specified in written notice to the Agency), or in such other manner as may be provided by law, and shall be valid whether made within or without the State of California. Section 10.7 Rights and Remedies are Cumulative. Except . as otherwise expressly stated in this Agreement, the rights and remedies of the, parties as set forth in this ARTICLE X are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or. different times, of any other rights or remedies for the same default or any other default by the other Party. ARTICLE XI GENERAL PROVISIONS Section 11.1 Notices, Demands and Communications Between the Parties. 11.1.1 Any and all notices, demands or communications submitted by any Party to another Party pursuant to or as required by this Agreement shall be proper, if in writing and dispatched by messenger for immediate personal delivery, by a nationally recognized overnight courier service or by registered or certified United States mail, postage prepaid, return receipt requested, to the principal office of the Agency or the Owner, as applicable, as designated in Section 11.1.2. Such written notices, demands and communications may be sent in the same manner to such other addresses as either Party may from time to time designate. Any such notice, demand or communication shall be deemed to be received by the addressee, regardless of whether or when any return receipt is received by the sender or the date set forth on such return receipt, on the, day that it is dispatched by messenger for immediate personal delivery, on the date of delivery by nationally recognized overnight courier service or three (3) calendar days after it is placed in the United States mail, as provided in this Section 11.1.1. 11.1.2 The following are the authorized addresses for the submission of notices, demands or communications to the Parties: To the Owner: _ Paul P. Rusnak, Trustee of the Paul P. Rusnak Family Trust Dated November 14, 1988 P.O. Box 70489 Pasadena, CA 91117 -7489 Fax: (626)792 -6300 With courtesy copy to: Christensen, Miller, Fink, et al 10250 Constellation Blvd., 19 Floor 62 RVPUB %DGW\674424.7 Los Angeles, CA 90067 Attention: Barry Fink, Esq. Fax: (310)556 -2920 To the Operator: Rusnak/Arcadia P.O. Box 70489 Pasadena, CA 91117 -7489 Attention: Paul Rusnak, Chairman Fax: (626)792 -6300 With courtesy copy to: Christensen, Miller, Fink, et al 10250 Constellation Blvd., 19 Floor Los Angeles, CA 90067 Attention: Barry Fink, Esq. Fax: (310)556 -2920 To the Agency: Redevelopment Agency of the City of Arcadia 204 W. Huntington Drive P.O, Box 60021 Arcadia, California 91006 -6021 Attention: Executive Director Fax: (626)447 -3309 With courtesy copy to: Best Best & Krieger, LLP P.O. Box 1028 Riverside, California 92502 Attention: Kevin K. Randolph, Esq. Fax: (909)686 -3083 Section 11.2 Conflict of Interest. No member, official or employee of the Agency having any conflict of interest, direct or indirect, related to this Agreement or the development of the Expansion Site shall participate in any decision relating to this Agreement. The Parties represent and warrant that they do not have knowledge of any such conflict of interest. Section 11.3 Warranty Against Payment of Consideration. for Agreement. The Owner warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement. Third parties, 'for the purposes of this Section 11.3, shall not include persons to whom fees are paid for professional services, if rendered by attorneys, financial consultants, accountants, engineers, architects and the like when such fees are considered necessary by the Owner. Section 11.4 Non - liability of Agency Officials and Employees. No member, official or employee of the Agency shall be personally liable to the Owner, or any successor in interest, in the event of any default or breach by the Agency under this Agreement or for any amount that may become due to the Owner or to its successor, or on any obligations under the terms of this Agreement, except as may arise from the gross negligence or willful acts of such.member, official or employee. 63 RVPUB \DGW\674424.7 - Section 11.5 Unavoidable Delay, Extension of Time for Performance. 11.5.1 In addition to specific provisions of this Agreement, performance by . either Party under this Agreement shall not be deemed to be in default, or considered to be a default, where any such delays or defaults are due to an Unavoidable Delay that is not attributable to the fault of the Party claiming an extension of time to perform. An extension of time for any Unavoidable Delay shall be for the period of the Unavoidable Delay and shall commence to run from the date of occurrence of the Unavoidable Delay, only if the Party asserting the existence of the Unavoidable Delay has first provided the other Party with written notice of the occurrence of the Unavoidable Delay, within ten (10) days of the commencement of such asserted Unavoidable Delay. 11.5.2 Except as otherwise specifically set forth in this Agreement, the Parties expressly acknowledge and agree that changes in either general economic conditions or changes in the economic assumptions of either of them that may have provided a basis for entering into this Agreement and that occur at any time after the execution of this Agreement, do not constitute an Unavoidable Delay and do not provide any Party with grounds for asserting the existence of an Unavoidable Delay in the performance of any covenant or undertaking arising under this Agreement. Each Party expressly assumes the risk that changes in general economic conditions or changes in such economic assumptions relating to the terms and covenants of this Agreement could impose an inconvenience or hardship on the continued performance of such Party under this Agreement. Section 11.6 Inspection of Books and Records. The Agency shall have the right at all reasonable times at the Agency's cost and expense to inspect the books and records of the Owner pertaining to the Expansion Site and/or the development of the Expansion Project. The Owner shall also have the right at all reasonable times to inspect the books and records of the Agency pertaining to the Expansion Site and/or the development of the Expansion Project, as pertinent to the purposes of this Agreement. Section 11.7 Approvals. Approvals required of the Agency or the Owner, or any officers, agents or employees of either the Agency or the Owner, shall not be unreasonably withheld, conditioned or delayed and approval or disapproval shall be given within the time set forth in the Schedule of Performance or, if no time is given, within a reasonable time. Section 11.8 Real Estate Commissions. The Agency shall not be liable for any real estate commissions; brokerage fees or finder fees that may arise from or be related to this Agreement. The Owner shall pay any fees or'commissions or other expenses related to its retention or employment of real estate brokers, agents or other professionals. Section 11.9 Car and Van Pools. The Owner and the Operator each agree to exercise their reasonable best efforts to cause their employees working at the Dealership Site or otherwise within the City to participate in car pools and/or van pools to help improve traffic flow and air quality within the geographic region in which the City is located. Section 11.10 Attorneys' Fees. If either Party files any action or brings any action or proceeding against the other arising out of this Agreement, seeks the resolution of disputes or is RVPUS\ncww74424.7 64 made a party to any action or proceeding brought by the Escrow Holder, then as between the Owner and the Agency, the prevailing party shall be entitled to recover as an element of its costs of suit or resolution of disputes, and not as damages, its reasonable attorneys' fees as fixed by the court or other forum for resolution of disputes in such action or proceeding or in a separate action or proceeding brought to recover such attorneys' fees. Section 11.1 -1 Binding on Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors and assigns. Section 11.12 Entire Agreement. 11.12.1 This Agreement shall be executed in four (4) duplicate originals each of which is deemed to be an original. This Agreement includes 60 pages and 10 attachments, constituting the entire understanding and Agreement of the Parties. 11.12.2 This Agreement integrates all of the terms and conditions mentioned in this Agreement or incidental to this Agreement, and supersedes all negotiations or previous agreements between the Parties with respect to all or any portion of the Expansion Site and the development. 11.12.3 None of the terms, covenants, agreements or conditions set forth in this Agreement shall be deemed to be merged with any deed conveying title to any of the Parcels comprising the Expansion Site, and this Agreement shall continue in full force and effect before and after such conveyances, until issuance of the Certificate of Completion. 11.12.4 All waivers of the provisions of this Agreement and all amendments to this Agreement must be in writing and signed by the authorized representative(s) of the Agency and the Owner. Section 11.13 Execution of this Agreement. Following its execution by the authorized representative(s) of the Owner and prompt delivery, thereafter, to the Agency, this Agreement shall be subject to the review and approval by the governing body of the Agency, in its sole and absolute discretion, no later than forty -five (45) calendar days after the date of delivery to the Agency of this Agreement executed by the authorized representative(s) of the Owner. If the Agency has not approved, executed and delivered this Agreement to the Owner within the foregoing time period, then no provision of this Agreement shall be of any force or effect for any purpose. The "Effective Date" of this Agreement shall be the date when this Agreement shall have been approved by the Agency governing body. Section 11.14 Survival of Indemnity Obligations. All general and specific indemnity and defense obligations of the Parties set forth in this Agreement shall survive the expiration or termination of this Agreement and the recordation of the Agency Grant Deed and the Certificate of Completion in the official records of the Recorder of the County of Los Angeles, California. 65 RVPUB%DGWA674424.7 SIGNATURE PAGE TO 2004 LAND ASSEMBLY AND DEVELOPMENT AGREEMENT (RUSNAK/ARCADIA IN WITNESS WHEREOF, the Agency, the Owner and the Operator have executed this 2004, Land Assembly and Development Agreement (Rusnak/Arcadia) by and through the signatures of their duly authorized representative(s) set forth below, as of the dates set forth below. AGENCY Agency Secretary APPROVED AS TO FORM: Best Best & Krieger LLP Agency Counsel REDEVELOPMENT AGENCY OF THE CITY OF ARCADIA By: Executive Director 66 RVPUBTGW'674424.7 SIGNATURE PAGE TO 2004 LAND ASSEMBLY AND DEVELOPMENT AGREEMENT (RUSNAK/ARCADIA Dated: OWNER PAUL P. RUSNAK, TRUSTEE OF THE PAUL P. RUSNAK FAMILY TRUST DATED NOVEMBER 14, 1988 iahw Paul P. Rusnak, Trustee 67 RVPUBOGW\674424.7 SIGNATURE PAGE TO 2004 LAND ASSEMBLY AND DEVELOPMENT AGREEMENT (RUSNAK/ARCADIA OPERATOR RUSNAK/ARCADIA a California corporation Dated: If.3o nil By: M Its . n Dated: By: . Its 68 RVPUB\DGW\674424.7 EXHIBIT "A" LEGAL DESCRIPTIONS OF THE PARCELS [Seethe following Exhibits "A -1" through "A -5" inclusive] Exhibit A RVPUBTGW\674424.7 EXHIBIT "A -1" (a.k.a. Church Property) LOT 5 OF TRACT NO. 13768, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 273 PAGE 37 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. Exhibit A -1 RVPUBOGW\6744247 EXHIBIT "A -2" (a.k.a. Rod's Restaurant Property) THAT PORTION OF LOT 3 OF TRACT NO. 949, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA AS PER MAP RECORDED IN BOOK 17 PAGE(S) 13 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTHERLY LINE OF HUNTINGTON DRIVE WITH THE EASTERLY LINE OF MORLAN PLACE AS SAID LINES ARE SHOWN ON MAP OF TRACT NO. 13768, RECORDED IN BOOK 273, PAGE 37 OF MAPS, RECORDS OF SAID COUNTY; THENCE EASTERLY ALONG THE SAID NORTHERLY LINE A DISTANCE OF 60.4 FEET, MORE OR LESS, TO THE WESTERLY FACE OF THE WESTERLY WALL OF A FIVE STORY AND BASEMENT REINFORCED CONCRETE STRUCTURE; THENCE NORTHERLY ALONG THE SAID WESTERLY FACE OF THE WESTERLY WALL, AND THE NORTHERLY PROLONGATION THEREOF, A DISTANCE OF 293 FEET, MORE OR LESS, TO THE INTERSECTION THEREOF WITH THE SOUTHEASTERLY LINE OF SAID MORLAN PLACE, A DISTANCE OF 313.85 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. EXCEPT THE INTEREST OF THE CITY OF ARCADIA, IN THE SOUTH 20 FEET OF SAID LAND WHICH WAS CONVEYED TO SAID CITY FOR ROAD PURPOSES BY DEED RECORDED IN BOOK 24642, PAGE 220, OFFICIAL RECORDS OF SAID COUNTY. Exhibit A -2 RVPUBIDGW\674424.7 EXHIBIT "A -3" (a.k.a. Dahlgren Property) BEGINNING AT THE NORTHWESTERLY CORNER OF LOT 5, TRACT 13768, AS SHOWN ON MAP RECORDED IN BOOK 273 PAGE 37 OF MAPS, IN THE OFFICE OF SAID RECORDER; THENCE ALONG THE NORTHERLY PROLONGATION OF THE WESTERLY LINE OF SAID LOT 5, NORTH; 9 14' 54" WEST 54.92 FEET TO THE SOUTHERLY LINE OF SANTA CLARA STREET, (80 FEET WIDE) AS DESCRIBED IN CITY' OF: ARCADIA RESOLUTION NO. 3607 RECORDED ON AUGUST 9, 1963 AS DOCUMENT N0 5909 IN BOOK D -2140 PAGE 264 OF SAID OFFICIAL RECORDS; THENCE ALONG SAID SOUTHERLY LINE, EASTERLY 56.04 FEET ALONG A CURVE CONCAVE TO THE ' SOUTH AND HAVING A RADIUS OF 560 FEET; THENCE CONTINUING ALONG SAID SOUTHERLY LINE NORTH 78° 33'32" EAST 188.46 FEET, MORE OR LESS, TO THE NORTHERLY PROLONGATION OF THE EASTERLY LINE OF LOT 5 OF SAID TRACT 13768; THENCE ALONG LAST, SAID PROLONGATION, SOUTH 8.68 FEET TO THE NORTHEAST CORNER OF SAID LOT 5; THENCE SOUTHWESTERLY "ALONG THE NORTHERLY LINE OF SAID LOT 5 TO THE POINT OF BEGINNING. EXCEPT ALL MINERALS, ORES, PETROLEUM, OIL, NATURAL GAS AND OTHER HYDROCARBON SUBSTANCES LYING 500 FEET BELOW THE SURFACE OF SAID LAND AS RESERVED IN THE DEED FROM PACIFIC ELECTRIC RAILWAY COMPANY, A CORPORATION, . RECORDED MAY 15, 1962 IN BOOK D -1614 PAGE 679, OF OFFICIAL RECORDS. ALSO EXCEPT THEREFROM ALL MINERALS AND OIL RIGHTS AS RESERVED IN THE DEED FROM E.J. BALDWIN RECORDED JUNE 3, 1902 IN BOOK 1574 PAGE 292, OF DEEDS, IN THE OFFICE OF THE RECORDER OF LOS ANGELES COUNTY AND AS AGAIN EXCEPTED IN THE DEED FROM ROSEBUDD DOBLE ATKINSON AND OTHERS, RECORDED FEBRUARY 28, 1952 IN BOOK 38352, PAGE 138, OFFICIAL RECORDS OF LOS ANGELES COUNTY, BUT WITHOUT THE RIGHT OF SURFACE ENTRY OR RIGHT OF INGRESS AND EGRESS WITHIN 500 FEET OF THE SURFACE OF SAID LAND FOR THE EXPLORATION FOR, MINING, EXTRACTING OR REMOVING THE SAME. Exhibit A -3 RVPUB\DGW\674424.7 EXHIBIT "A -4" (a.k.a. Elks Club Property) BEGINNING AT THE MOST WESTERLY CORNER OF LOT 9 OF SAID TRACT NO. 13768; THENCE EAST ALONG THE SOUTH LINE OF SAID LOT 9, A DISTANCE OF 48.38 FEET, MORE OR LESS, TO THE WEST LINE OF THE EAST 402.2 FEET OF LOT 3 OF TRACT NO. 949, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 17, PAGE 13 OF MAPS, IN THE OFFICE OF THE SAID COUNTY RECORDER; THENCE NORTH ALONG THE NORTH PROLONGATION OF SAID WEST LINE A DISTANCE . OF 20.21 FEET TO THE SOUTHERLY LINE OF MORLAN PLACE, 60 FEET WIDE, AS SHOWN ON SAID TRACT NO. 13768; THENCE SOUTHERLY AND WESTERLY ALONG THE SOUTHERLY LINE OF SAID MORLAN PLACE A DISTANCE OF 52.47 FEET TO THE TRUE POINT OF BEGINNING. Exhibit A -4 RVPUB\DGV✓\674424.7 EXHIBIT "A -5" (a.k.a. 35 W. Huntington Partners Property) PARCEL 1: THAT PORTION OF LOT 3 OF TRACT NO. 949, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF' CALIFORNIA, AS PER MAP RECORDED IN BOOK 17 PAGE 13 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE SOUTHERLY LINE OF SAID LOT 3, DISTANT 402.20 FEET WEST, FROM THE SOUTHEAST CORNER OF SAID LOT 3; THENCE NORTH PARALLEL WITH THE EASTERLY LINE OF SAID LOT 3, A DISTANCE OF 305 FEET TO THE MOST SOUTHERLY LINE OF LOT 9 OF TRACT NO. 13768, AS PER MAP RECORDED IN BOOK 273 PAGE 37 OF MAPS, IN SAID RECORDERS OFFICE; THENCE WEST ALONG SAID MOST SOUTHERLY LINE TO THE SOUTHEASTERLY LINE OF MORLAN PLACE (60.00 FEET) AS SHOWN AND DEDICATED ON SAID TRACT NO. 13768; THENCE SOUTHWESTERLY . ALONG SAID MORLAN PLACE TO THE NORTHEAST CORNER OF THE LAND AS DESCRIBED IN THE DEED TO F.W. JONAS AND ADELE S. JONAS, RECORDED SEPTEMBER 21, 1956 AS INSTRUMENT NO. 1442, OF OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTHERLY ALONG THE EASTERLY LINE OF SAID DEED TO F.W. JONAS AND ADELE S. JONAS AND ITS PROLONGATION THEREOF TO THE SOUTHERLY LINE OF SAID LOT 3; THENCE EAST ALONG SAID SOUTHERLY LINE TO THE POINT OF BEGINNING. EXCEPT THEREFROM THE INTEREST OF THE CITY OF ARCADIA, IN THE SOUTHERLY 20.00 FEET OF SAID LAND WHICH WAS. CONVEYED TO SAID CITY OF ROAD PURPOSED BY DEED RECORDED IN BOOK 24642 PAGE 220 OF OFFICIAL RECORDS OF SAID COUNTY. PARCEL 2: THAT PORTION OF LOT 9 OF TRACT NO. 13768, IN THE CITY OF ARCADIA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 273 PAGES 37 AND 38 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AS BOUNDED BY THE FOLLOWING DESCRIBED LINES: BEGINNING AT THE MOST WESTERLY CORNER OF LOT 9 OF SAID TRACT NO. 13768; THENCE EAST ALONG THE SOUTH LINE OF SAID LOT 9, A DISTANCE OF 48.38 FEET MORE OR LESS, TO THE WEST LINE OF THE EAST 402.2 TEET OF LOT 3 OF TRACT NO. 949, IN THE CITY OF ARCADIA, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 17 PAGE 13 OF MAPS, IN Exhibit A -5 RVPUB\DGW\674424.7 THE OFFICE OF THE COUNTY RECORDER;. THENCE NORTH ALONG THE NORTH PROLONGATION OF SAID WEST LINE A DISTANCE 20.21 FEET TO THE SOUTHERLY LINE OF MORLAN PLACE, 60 FEET WIDE, AS SHOWN ON SAID TRACT NO. 13768; THENCE SOUTHERLY AND WESTERLY ALONG THE SOUTHERLY LINE OF SAID MORLAN PLACE A DISTANCE OF 52.47 FEET TO THE POINT OF BEGINNING. RVPUBOGW\674424.7 Exhibit A -5 EXHIBIT "B" SCHEDULE OF PERFORMANCE A. Days shall be calendar days, unless otherwise specified. B. The Agency Executive Director is authorized by the Agency Board to make minor changes to the schedule prior to the Completion Date resulting in an aggregate extension of the Completion Date of ninety (90) calendar days or less. C. Where the action/task is to be performed by the City of Arcadia, the Agency shall use its reasonable efforts to obtain performance by the City. D. All specific dates set forth in parentheses in this schedule are estimates only and not binding on the Parties. Land Assembly and Development Agreement (Rusnak/Arcadia) Exhibit B RVPUB \DGw\674424.7 Action Date Action to be Completed B 1. Joint Public Hearing of Agency /City Council re: Effective Date — date of Public consideration of proposed Land Assembly and Development Hearing (tentative 12/7104) Agreement 2a. Owner delivers Letter of Credit to Agency Within 60 days following Effective Date 2/7/05 b. Owner delivers copies of insurance policies required by Within 60 days following Effective Section 6.2 of the Agreement Date 2/7/05 c. Owner to open Agency /Owner Escrow with Escrow Holder Within 60 days following Effective Date 2/7/05 d. Owner delivers executed Promissory Note, Agency Deed of Within 60 days following Effective Trust and Notice of Agreement to Escrow for recordation Date (2/7/05) against Existing Site and/or delive to the Age 3. Executive Director to confirm satisfaction or non - satisfaction Within 90 days following Effective of all conditions precedent to Expansion Site assembly under Date (3/7/05) Section 3.5 of the Agreement 4. All Agency/Parcel Owner Escrows, if any, to be closed Within 180 days following Effective (Notice of Agreement and Agency Deed of Trust recorded at Date the close of each Phase of the Agency/Owner Escrow) 6/7/05 5. Occurrence of the Agency /Owner Escrow Closing Date Within 270 days following the Effective Date (9/7105 Exhibit B RVPUB \DGw\674424.7 Exhibit B RVPUB%DGNn674424.7 Action Date Action to be Completed B 6. Owner to submit complete Expansion Site Plan, applications Within 30 days following the for Architectural Design Review, Conditional Use Permit, Agency /Owner Escrow Closing Date Tract Map; pays all fees and provide any required security. (10/7/05) Owner may request partial vacation of Morlan Place 7. Agency will use reasonable efforts to have City Planning Within 90 days following completion Commission and City Council process all the development of the actions set forth in Paragraph 6 applications for the Expansion Project and schedule a public above hearing on any requested partial vacation of Morlan Place 1/7/06 8. Planning Commission and City Council consider partial Within 60 days following completion vacation of. Morlan Place, if requested; Relocations of the actions set forth in Paragraph 7, completed by Agency above (3/7/06) 9. Tract Map and Street Vacation, if requested, recorded Within 30 days following completion of the actions set forth in Paragraph 8, above (4/7/06 10. Owner completes removal/remediation of hazardous waste, Within 180 days following clearance of Expansion Site; submits construction drawings completion of the actions set forth in for Expansion Project to City, pays fees, obtains building Paragraph 9, above (10/7/06) permit; commences construction of Expansion Project (i.e., utility relocations and final grading are complete), including rehabilitation/conversion of public storage buildin 11. Owner completes construction of Expansion Project, obtains Within 210 days following final Certificate of Occupancy for the Expansion Project completion of the actions set forth in (including rehabilitation/conversion of public storage Paragraph 10, above (5/7/07) building) from City 12. Owner requests Certificate of Completion for Expansion Within 30 days following completion Project from Agency of the actions set forth in Paragraph 11, above (6/7/07) 13. Agency considers request for issuance of Certificate of Within 30 days following completion Completion for the Expansion Project of the actions set forth in Paragraph 12, above (7/7/07 14. Commencement of minimum sales and use tax generation 30 days following completion of the covenant period under Section 6.4 of the Agreement actions set forth in Paragraph 11 above (defined as the "Opening Date" in Section 6.4.4 of the Agreement) Exhibit B RVPUB%DGNn674424.7 Exhibit B RVPUB \DGW\674424.7 Action Date Action to be Completed B 15. Agency annual calculation of property taxes paid by Owner Annually, following issuance of a to State /County, pursuant to Section 6.3 of the Agreement Certificate of Completion for the Expansion Project or January 1, 2008, whichever occurs first and following the availability of the property tax roll in each year 16. Agency annual calculation of sales and use taxes paid by.. Annually,, following the end of each Operator to State /County, pursuant to Section 6.4 of the Dealership Operating Year Agreement; Agency annual calculation of sales and use taxes received by the City, pursuant to Section 6.5 of the Agreement 17. Expiration of minimum sales . and use tax generation On the tenth (10` anniversary of the covenant period under Section 6.4 of the Agreement and Opening Date Operator Incentive, if any, under Section 6.5 of the Agreement 18. Agency prepares final calculation to ascertain Owner Within 45 days following completion compliance with minimum sales and use tax generation of the actions set forth in Paragraph covenant of Section 6.4 of the Agreement. If compliance, 17, above Agency reconveys Agency Deed of Trust. If not, Agency forwards invoice to Owner for balance owed. Owner remits balance owed to Agency Exhibit B RVPUB \DGW\674424.7 EXHIBIT "C" SCOPE OF DEVELOPMENT Pursuant to the Schedule of Performance (Exhibit 'B "), Owner shall design and construct, at its sole expense, a 300,000± square foot expansion of the Dealership consistent with the concept plan attached as Exhibit "C -1" including the removal of the existing buildings, any hazardous materials therein or thereon, consistent with the preservation of any possible historical artifacts per Section 5.2.3, and rehabilitating the public storage facility building for auto dealership franchise use. All work shall be done in accordance with City of Arcadia, California, ordinances, guidelines and procedures, the Arcadia Redevelopment Plan, Agency Design guidelines and procedures, and this Agreement. Exhibit C RVPUB\DGW\674424.7 EXHIBIT "C -1" EXPANSION PROJECT CONCEPT PLAN (Attached behind this cover page Exhibit C -1 RVPUB\DGW\674424.7 Exhibit C -1 (a) EXHISIT•A RUSNAKIARCADtA December 19, 2003 Prepared by FMG Architects - G.R. Maraviglia City of Arcadla -B I.F. SPACE ANALYSIS Proposed Site Expansion Project - Existing Automobile Dealership, Site Acreage: 331,392 square Feet / 7.61 Acres Building Area: New: 90,286 S uare Feet Future: 7,200 square Feet Modified - Existing: 27,331 So are Feet Subtotal: 124,817 Square Feet "Demolition (Known): 7,499 Square Feet Demo excludes two (2) assembly build - "Net Total: `117,318 Square Feet ings (Elks & Church Hall) & Restaurant. Information not available at this time. PROPOSED BUILDING STUDY ANALYSI ross 5 uare Feet MBUSA Actur 1 W ' Fourth or Area Descrl Lion: Basem ent: Ground: Second: Third: : R WS Re 'dt...NO Notes: Site Expansion: Service Buildin -Ne 74,506 77,744 74 266 91. 91' New inventory above: Service Cano -Ne 4,488 Included 2nd Level: tso spaces. Showroom /Off. -New 11,292 11 11 Roof Level: 248 spaces. Parts-Existing E. 7,571 0 0 0 0 Showroom /Parts E. 0 7,531 0 Admin:Offices E. 0 0 7,675 Existing Site: Showroom Building 8,838 1,945 Canopy 2,600 9 =81,94.1Total: -derv. Ctr. -Parts 8,786 808 4 Car Wash- Detailin 7 571 2 120,217 88,172 ross Square Feet subtotals: 7,200 2,776 Gross Square Feet Future: Off= street ParkingRe aired: Descn -tion: ross .F.: No. f 5 aces: Sh6 vroom /Offices - 411000 51,937 208 Service /Parts - 211000 87,457 175 Total Parking S aces: 383 Parking Re ularions: Cit - Standard 9x20: 80% Minimum Cit -Com act 8x16: 1 20% Maximum CBC Table 11 B -6: I 8 Accessible Exhibit C -1 (a) 0 J :7 .1 :j 1 n K i.l 0 7 1 7 o -WAY Y11NY Y/Nre I I I I I f d 0 6 f i� if 6 0 88 riffil - I -. U 11 SOM wee rc - sooz 'cz °op :a�od oaluyd 6w p'3ll5- 1%3—Itl \CO'bION \ %appmo \'.Q :awoN =nf Exhibit C -1 (b) w U O N w t` CL ca p 1 6 Z o -WAY Y11NY Y/Nre I I I I I f d 0 6 f i� if 6 0 88 riffil - I -. U 11 SOM wee rc - sooz 'cz °op :a�od oaluyd 6w p'3ll5- 1%3—Itl \CO'bION \ %appmo \'.Q :awoN =nf Exhibit C -1 (b) . Rl zO WAY niwr rlxrs s 4 � 6 C � Q O ■ �� I` a ll ` aIC Z a w m 11171 i i ii r rr� � •~ Z7 i" O I F s � o s J a ai 1. ZZ LM zz' m Mm 1 00000 00 f� on ou; ou. mm wtl60C -f00Z 'fi ..0 +IOO p�luud 9M0' f0' filuoiE- .L�CO'6LOO�.�eppp.. \O.w.N.lp Exhibit C"1 �C/ WAY Y11NY YANYW 2 J L i 1' R m m R 0 m R I bb \ r ra J e R 0 0 I R m m R 0 m R I bb \ r ra 0 6 s I� (Exhibit C -1 (d) wd"I: - cooz a apd "WQ p.WVd Bxp'uoltl�ooy- LY \ {0'6 L04 \o)oppoao \p ­1 cps THE ORIGINAL OF THIS LETTER OF CREDIT MUST ACCOMPANY THE DRAWING. THIS LETTER OF CREDIT INITIALLY EXPIRES ON , 200 . IT IS A CONDITION OF THIS LETTER OF CREDIT THAT IT SHALL BE CONSIDERED AUTOMATICALLY EXTENDED WITHOUT AMENDMENT FOR ONE YEAR FROM THE PRESENT OR ANY FUTURE EXPIRATION DATE UNLESS WE NOTIFY YOU IN WRITING BY COURIER AT LEAST ONE HUNDRED TWENTY (120) DAYS PRIOR TO ANY SUCH EXPIRATION DATE THAT THIS LETTER OF CREDIT WILL NOT BE RENEWED. ALL BANKING CHARGES OTHER THAN THOSE OF THE ISSUING BANK ARE FOR ACCOUNT OF THE BENEFICIARY. PURSUANT TO U.S. LAW WE ARE PROHIBITED FROM ISSUING, TRANSFERRING, ACCEPTING OR PAYING LETTERS OF CREDIT TO ANY PARTY OR ENTITY IDENTIFIED BY THE OFFICE OF FOREIGN ASSETS CONTROL, U.S. DEPT. OF TREASURY, OR SUBJECT TO THE DENIAL OF EXPORT PRIVILEGES BY THE U.S. DEPT. OF COMMERCE. DRAFTS DRAWN UNDER THIS CREDIT MUST BEAR THE CLAUSE: "DRAWN UNDER IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER " THIS CREDIT IS SUBJECT TO "THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS" (1993 REVISION) INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 500. WE HEREBY ENGAGE WITH YOU THAT DRAFT(S) DRAWN AND /OR DOCUMENTS PRESENTED AND NEGOTIATED UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS IRREVOCABLE STANDBY LETTER OF CREDIT WILL BE DULY HONORED UPON PRESENTATION TO US. (NAME OF ISSUING BANKI A MEMBER OF THE FEDERAL RESERVE SYSTEM STANDBY LETTERS OF CREDIT ** *THIS PAGE 2 IS AN INTEGRAL PART OF CREDIT NO. Exhibit D RVPUBOGW\674424.7 EXHIBIT "E" FORM OF NOTICE OF AGREEMENT [Attached Behind This Cover Page] Exhibit E RVPUB \DGVJ\674424.7 RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) (Space Above Line For Use By Recorder) [Recordation of this Document Is Exempt From Fees Payable to the Recorder Under Government Code Section 27383] REDEVELOPMENT AGENCY OF THE CITY OF ARCADIA Notice of Agreement 2004 Land Assembly and Development Agreement (Rusnak/Arcadia) TO ALL INTERESTED PERSONS PLEASE TAKE NOTICE that as of March 17, 2004, Paul P. Rusnak, as trustee of the Paul P. Rusnak Family Trust Dated November 14, 1988 (the "Owner "), the Arcadia Redevelopment Agency of the City of Arcadia, a public body, corporate and politic (the "Agency"), and Rusnak/Arcadia, a California corporation (the "Operator "), entered into an agreement entitled "2004 Land Assembly and Development Agreement (Rusnak/Arcadia)" (the "Agreement "). A copy of the Agreement is on file with the Secretary of the Agency and is available for inspection and copying by interested persons as a public record of the Agency during the regular business hours of the Agency. The Agreement affects the real property (the 'Property ") described in Exhibit "A" attached to this Notice of Agreement. The meaning of defined terms used in this Notice of Agreement shall be the same as set forth in the Agreement. Exhibit :E RVPUB\DGW \674424.7 PLEASE TAKE FURTHER NOTICE that the Agreement contains certain community redevelopment covenants running with the land and other agreements of the parties affecting the Property, as set forth below: Section 1.3 of the Agreement provides, as follows: Section 1.3 Restrictions Against Change in Ownership, Management and Control of Owner; Restrictions Against Transfer of Certain Property Interests. 1.11 The :qualifications and identity of the- Owner and the Operator are of particular concern to the Agency. The Agency would not enter into this Agreement, were it not for the qualifications and identity of the Owner.and the Operator. The Owner and the Operator shall promptly notify the Agency in writing of any and all changes whatsoever in the identity of the business entities or individuals either comprising or in control of the Owner and the Operator, as well as any and all changes in the interest or the degree of control of the Owner and the Operator by any such party, of which information the Owner and the Operator or any of their partners, members or officers have been notified or may otherwise, have knowledge or information. This Agreement maybe terminated by the prior to the issuance of a Certificate of Completion with respect to the Expansion Project, if there is any significant or material change, whether voluntary or involuntary, in membership, ownership, management or control of the Owner and the Operator (other than such changes occasioned by the death or incapacity of any individual) that has not been approved by the Agency, prior to the time of such change, or the Agency may seek other appropriate relief; provided, however, that (i) the Agency shall .first notify the Owner and the Operator in writing of its intention to terminate this Agreement or to exercise any other remedy, and (ii) the Owner and the Operator shall have , thirty. (36) calendar days following, its receipt of such written notice to commence and, thereafter, diligently and continuously proceed to cure the default of the Owner and the Operator and submit evidence of the initiation and satisfactory completion of such cure to the Agency, in a form and substance reasonably satisfactory to the Agency. 1.3.2 Except for any Permitted Security Interest, prior to the issuance of a Certificate of Completion,, neither the Owner or the Operator shall sell, assign, convey, create any trust estate with respect to or otherwise transfer any of its interests in this Agreement, the Existing Site, the Expansion Site or ,the Expansion Project, without the prior written approval of the Agency, which approval may be given or withheld in the Agency's sole and absolute discretion. The Owner and the Operator recognize that the qualifications and identity of each of them are of particular concern to the Agency and that a sale, assigmnent, conveyance, creation of a trust estate with respect to or other transfer of any of the Exhibit E RVPUB \DGVq%74424.7 Owner's and Operator's interests in this Agreement, the Expansion Site and/or the Expansion Project is for all practical purposes a transfer or disposition of the responsibilities of the Owner or Operator with respect to this Agreement, the Existing Site, the Expansion Site or the Expansion Project and, therefore, are only allowed in accordance with the provisions of this Section 1.3. Notwithstanding the foregoing provisions of this Section 1.3.2, inclusion of the Existing Site and/or the Expansion Site in the trust estate of the Paul P. Rusnak Family Trust Dated November 14, 1988, is expressly authorized under this Agreement. Section 5.1 of the Agreement provides, as follows: Section 5.1 Owner Covenant to Undertake Expansion Project. 5.1.1 The Owner covenants and agrees for itself, its successors and assigns, for the sole and exclusive benefit of the Agency that, promptly upon the Owner's. acquisition of the Expansion Site and following receipt of all necessary City and other governmental approvals for the development of the Expansion Project, the Expansion Site shall be improved and developed with the Expansion Project. If the Owner only acquires one Phase of Parcels, the Owner covenants and agrees for itself, its successors and assigns that, promptly upon the Owner's acquisition of the Phase, the Owner shall develop the Phase with an expansion of the existing Dealership appropriately scaled for the size of the Parcels in such Phase, subject to the prior approval of the expansion by the Agency and receipt of all necessary City and other governmental approvals for the development of the expansion. The Owner further covenants to develop the Expansion Site and each portion of the Expansion Site in conformity with all applicable laws and this Agreement. The covenants of this Section 5.1 shall run with the land of the Expansion Site or any portion of the Expansion Site acquired by the Owner, until the earlier of the date on which the Certificate of Completion is recorded or the fifteenth (15th) anniversary of the date of recordation of the last Agency Grant Deed recorded through the Agency /Owner Escrow. 5.1.2 The Expansion Project shall be developed and completed on the Expansion Site by the Owner in conformance with the approved Scope of Development and the Schedule of Performance, any and all other plans, specifications and similar development documents required by this Agreement, except for such changes as may be mutually agreed upon in writing by and between the Owner and the Agency and all applicable laws, regulations, orders and conditions of governmental entities with jurisdiction over the Expansion Site or the Expansion Project. Exhibit E RVPUB%nGW\674424.7 Section 6.3 of the Agreement provides, as follows: 6.3 Minimum Assessed Valuation of the Dealership Site. 6.3.1 The redevelopment of the Expansion Site by the Owner is of special interest and concern to the Agency. The redevelopment of the Expansion Site in accordance with the terms of this Agreement shall generate a special source of property tax increment funds payable to the Agency ins accordance with Health and Safety Code Section 33760 to fund certain redevelopment activities of the Agency and the affordable housing development programs of the Agency that benefit persons and families of low -and moderate income. 6.3.2 The Owner covenants and agrees that upon the recordation of the Certificate of Completion or as of October 1, 2007, whichever date shall occur first, the assessed valuation of the Dealership Site, as improved with the Expansion Project, for ad valorem property taxation purposes, shall be not less than Ten Million Dollars ($10,000,000.00) in excess of the Expansion Tax Increment Base Year Value tthe "Minimum Assessed Valuation'.'.). For purposes of this Section 6.3, the aggregate amount of the assessed value of the Dealership Site, as reported by the Office of the Assessor of County of Los Angeles, California, as public record information relating to property tax assessments for the Dealership Site (on both the secured, plus unsecured property tax rolls of the Office of the Assessor of the County of Los Angeles, California), on the January 2009, property tax lien date, shall be conclusive evidence of the Owner's satisfaction of or failure to satisfy its covenant of the first sentence of this Section 6.3. 6.3.3, The Owner for itself, its heirs, successors and assigns covenants and agrees that for the tern of ten (10) years from the date of recordation of -the Certificate of Completion for the Expansion Project or October 1, 2007, whichever date occurs first, the Owner shall not seek to obtain or authorize a reduction _or other adjustment of the assessed valuation of the Dealership Site for ad valorem property tax purposes from the Office of the Assessor of the County of Los Angeles, California, to an assessed valuation amount that is less than the Minimum _Assessed Valuation, plus an amount as determined in accordance with Subdivision (b) of Section 2 of Article XIIIA of the California Constitution and Section 51(a) of the Revenue and Taxation Code for each succeeding tax year. _ 6.3.4 In any of the ten (10) years following the earlier of the recordation of the Certificate of Completion for the Expansion Project or October 1, 2007, in which the assessed valuation of the Dealership Site for ad valorem property tax purposes, as determined by the Office of the Assessor of the County of Los Angeles, California, is less than the Minimum Assessed Valuation, plus an amount as determined in Exhibit E RVPUB\DGW%674424.7 accordance with Subdivision (b) of Section 2 of Article. XIHA of the California Constitution and Section 51(a) of the Revenue and Taxation Code for each tax year following the Expansion Tax Increment Base Year, the Owner, its successors or assigns shall pay to the Agency the difference between one percent {I.0 %) of the Minimum Assessed Valuation and one percent (1.0%) of the actual assessed valuation of the Dealership Site for ad valorem property tax purposes, as determined by the Office of the Assessor of the County of Los Angeles, California (the "In -Lieu Tax Increment Payment "). Any In -Lieu Tax Increment Payment determined by the Agency to be owed by the Owner shall be paid to the Agency within forty -five (45) days following transmittal by the Agency to the Owner of an invoice for payment of such In -Lieu Tax Increment Payment amount. 6.3.5 The covenants of this Section 6.3 shall be covenants running with the land of the Existing Site, the Expansion Site and the Dealership Site. The covenants of this Section 6.3 shall not be limited, reduced or otherwise affected by any change in the size or scope of the Expansion Project, without the prior written consent of the Agency. Section 6.4 of the Agreement provides, as follows: Section 6.4 Dealership Minimum Annual Sales and Use Tax and Continuous. Operation Covenants. 6.4.1 The Owner and the Operator each covenant to the Agency to cause the Operator to collect and remit to BOE a minimum aggregate amount of seven hundred thousand dollars ($700,000) in Dealership Sales Tax (the "Minimum Annual Sales Tax Amount "), in each Dealership Operating Year, towards repayment of the Agency Loan, pursuant to the terms of the Promissory Note. 6.4.2 If in any Dealership Operating Year the Operator fails to generate the Minimum Annual Sales Tax Amount, the Owner and the Operator and their respective successors or assigns, jointly and severally, shall pay to the City the difference between the Minimum Annual Sales Tax Amount for such Dealership Operating Year and the actual amount of Dealership Sales Tax generated in such Dealership Operating Year, as determined by the Agency (an "In -Lieu Minimum Sales Tax Payment "). Any, In -Lieu Minimum Sales Tax Payment determined by the Agency to be owed by the Owner and/or the Operator shall be paid to the City within forty -five (45) days following transmittal by the Agency to the Owner and the Operator of an invoice for payment of such In -Lieu Minimum Sales Tax Payment amount. 6.4.3 Upon payment in full of all principal and accrued and unpaid interest under the Promissory Note, the covenant of the Owner and Exhibit E RVPUB\DGW\674424.7 the Operator contained in Section 6.4.1 shall terminate ( "Sales Tax Covenant Termination Date "). 6.4.4 The Owner and the Operator each covenant to the Agency to cause the Dealership to be open for. business to the_ general public on the Dealership Site by the earlier of (1) thirty (30) days.following the issuance of a final Certificate of Occupancy for the Expansion Project by the City or (2) October 1, 2007 (the "Opening Date"), and to continuously operate the Dealership on the Dealership Site for the ten ' (10) years following the Opening Date. For the ten (10) years following the Opening Date, the Owner and the Operator shall exercise their reasonable best efforts to cause the Dealership to be continuously operated as a business for the sales and service of new and pre -owned vehicles manufactured by Mercedes Benz. For purposes of this provision "continuously operate" means the Dealership shall not cease to operate for a continuous period of ninety (90) calendar days, except as otherwise excused under the terms of this Agreement. 6.4.5 The Owner and Operator each acknowledge and agree that the sales and use tax reporting and payment information related to sales and use taxes resulting from business activities on the Dealership Site may become a public record, as a result of the covenants of.the Owner and the Operator contained in this Section 6.4. The Owner and the Operator each authorize the Agency and the City to use the sales and use tax reporting and payment information related to sales and use taxes on the gross receipts of the Owner and/or the Operator from the sale or lease of all tangible personal property from the Dealership Site to confirm the Owner's and the Operator's compliance with the covenants of the Owner and the Operator contained in this Section 6.4. Additionally, the Owner and the Operator shall make available to the Agency, upon request, for review and copying, all sales and use tax reporting and payment information that the Owner and/or the Operator submit to the BOE regarding the gross receipts of the Owner and/or the Operator from the sale of all tangible personal property from the Dealership Site. The Agency shall maintain the confidentiality of all information regarding sales and use taxes resulting from business activities on the Dealership Site provided to the Agency to the extent permitted by law. 6.4.6 The covenants of this Section 6.4 shall be covenants running with the land of the Existing Site, the Expansion Site and the Dealership Site. The covenants of this Section 64 shall not be limited, reduced or otherwise affected by any change in the size or scope of the Expansion Project. Exhibit E RVPUa1DGVA674424.7 -- Section 6.6 of the Agreement provides, as follows: 6.6 No Transfer Prior to Repayment of Agency Loan. Neither the Owner or the Operator shall Transfer any of its interest in the Expansion Site, the Dealership Site, any improvements on either such site nor any automobile dealership franchise then being operated on the Expansion Site or the Dealership Site prior to repayment in full of all principal and accrued interest under the Promissory Note, without the prior written approval of the Agency, which approval may be given or withheld in the Agency's sole and absolute discretion. Any violation of the provisions of this Section 6.6 by either the Owner or the Operator shall be an Event of Default under this Agreement and the Promissory Note. Section 6.12 of the Agreement provides, as follows: 6.12 Covenant to Maintain Dealership Site on Tax Rolls for 10 Years. 6.12.1 The Owner shall assure that the Dealership Site remains on the County of Los Angeles, California, secured real property tax rolls for the ten (10) calendar years following the date of recordation of the Certificate of Completion for the Expansion Project. 6.12.2 For the ten (10) year period following the date of recordation of the Certificate of Completion for the Expansion Project, the Owner for itself and its successors and assigns covenants and agrees to pay all property tax bills with respect to the Dealership Site and all improvements thereon on or before the last day for the timely payment of each property tax installment on each December 10 and April 10 and to timely pay all supplemental tax bills regarding such property issued by the County of Los Angeles, California. The Owner further covenants and agrees to make available to the Agency, upon request, commencing in the calendar year following the calendar year in which the Certificate of Completion for the Expansion Project is recorded and in each of the ten (10) calendar years, thereafter, for inspection and copying (i) a true and correct copy of all property tax assessment notices, property tax bills and property tax assessment correspondence by and between the Owner and the County of Los Angeles, California, regarding the Dealership Site and all improvements thereon, with respect to the preceding fiscal year of the County of Los Angeles, California, and (ii) cancelled checks issued by the Owner in payment of all property tax payments that are made to the County of Los Angeles, California, regarding the Dealership Site and all improvements thereon, with respect to the preceding fiscal year of the County of Los Angeles, California. Failure of the Owner to comply with the covenant of this Section 6.12 shall be deemed to be a material breach of this Agreement by the Owner and the Agency shall be entitled to pursue any remedy or damages available at law or in equity for such breach. The Exhibit E RVPUB\DGWA674424.7 Agency shall maintain the confidentiality of all information regarding property tax assessments and payments provided to the Agency to the maximum extent permitted by law. .6.12.3 The Owner understands and agrees that, prior to the expiration of the Redevelopment Plan for the Project Area, neither the Owner, nor its successors or assigns shall use or otherwise sell, transfer, convey, assign, lease, leaseback or hypothecate the Dealership Site or any portion of the Dealership Site to any person or entity, or for any use of the Dealership Site, that is partially or wholly exempt from the payment of real property taxes or that would cause the exemption of the payment of all or any portion of real property taxes otherwise assessable regarding the Dealership Site, without the prior written consent of the Agency. For the period commencing on the Effective Date and continuing through and including the tenth (10th) anniversary of the date of recordation of a Certificate of Completion for the Expansion. Project, the Owner further covenants and agrees that in the event of any conveyance, transfer, assignment, lease, leaseback or sale by the Owner to any entity or person or for any use of the Dealership Site or any portion of the Dealership Site, that is partially or wholly exempt from the payment of real property taxes or that would cause the exemption of the payment of all or any portion of Teal property taxes otherwise assessable regarding the Dealership Site or any portion of the Dealership Site, the Owner, its successors or assigns shall pay to the Agency a fee in lieu of payment of such taxes each year in an amount determined by Agency to be one percent (1.0 %) of the "full cash value" of the Dealership Site, or portion thereof, as may be subject to such exemption from payment of ad valorem property taxes. The Agency's determination of "full cash value" for in -lieu payment purposes under this Section 6.12.3 shall be established by the Agency each year if necessary, by reference to the ad valorem property tax valuation principles and. practices generally applicable to a county property tax assessor under Section 1 of Article XIIIA of the California Constitution. The Agency's determination of "full cash value" and that an in -lieu payment is due shall be conclusive on such matters. If the Agency determines that an amount is payable by the Owner to the Agency as an in -lieu payment under this Section 6.12.3 in any tax year, then such amount shall be paid to the Agency within forty -five (45) days following transmittal by the Agency to the Owner of an invoice for payment of the in -lieu amount. 6.12.4 The covenants of this Section 6.12 shall run with the land of the - .Dealership Site and shall be a covenant set forth in the Notice of Agreement and the Agency Grant Deed. Exhibit E RVPUB\DGW1674424.7 Section 6.13 of the Agreement provides, as follows: 6.13 Maintenance Condition of the Dealership Site. The Owner and the Operator, for themselves and their respective successors and assigns, each covenant and agree that: 6.13.1 The areas of the Dealership Site that are subject to public view (including all existing improvements, paving, walkways, landscaping, exterior signage and ornamentation) shall be maintained in good repair and a neat, clean and orderly condition, ordinary wear and tear excepted. If, at any time within twenty (20) years following the date of recordation of the,Notice of Agreement there is an occurrence of an adverse condition on any area of the Dealership Site that is subject to public view in contravention of the general maintenance standard described above (a "Maintenance Deficiency "), then the Agency shall notify the Owner and the Operator in writing of the Maintenance Deficiency. If the Owner or the Operator fails to cure or commence and diligently pursue to cure the Maintenance Deficiency within thirty (30) days of its receipt of notice of the Maintenance Deficiency, the Agency may conduct a public hearing, following transmittal of written notice of the hearing to the Owner and the Operator, at least, ten (10) days prior to the scheduled date of such public hearing, to verify whether a Maintenance Deficiency exists and whether the Owner or the Operator has failed to comply with the provisions of this Section 6.13. If, upon the conclusion of the public hearing, the Agency finds that a Maintenance Deficiency exists and that there appears to be non - compliance with the general maintenance standard, described above, the Agency shall have the right to enter the Dealership Site and perform all acts necessary to cure the Maintenance Deficiency, or to take any other action at law or in equity that the Agency may then be available to the Agency to accomplish the abatement of the Maintenance Deficiency. Any sum expended by the Agency for the abatement of a Maintenance Deficiency on the Dealership Site, as authorized by this Section 6.13 shall become a lien on the Dealership Site. If the amount of the lien is not paid within thirty (30) days after written demand for payment from the Agency to the Owner and the Operator, the Agency shall have the right to enforce the lien in the manner as provided in Section 6.13.3. 6.13.2 Graffiti, as this term is defined in Government Code Section 38772, that has been applied to any exterior surface of a structure or improvement on the Dealership Site that is visible from any public right -of -way adjacent or contiguous to the Dealership Site, shall be removed by the Owner or the Operator by either painting over the evidence of such vandalism with a paint that has been color- matched to the surface on which the paint is applied, or graffiti may be removed with solvents, detergents or water, as appropriate. If any such graffiti and is not removed within 72 hours following the time of the discovery of the graffiti, the Exhibit E RVPUBTGW\674424.7 Agency shall have the right to enter. the Dealership Site and remove the graffiti, without notice to the Owner or the Operator. Any sum expended by the Agency for the removal of graffiti from the Dealership Site, as authorized by this Section 6.13, in an amount not to exceed $250.00 per entry by the Agency, shall become a lien on the Dealership Site. If the amount of the lien is not paid within thirty (30) days after written demand to the Owner from the Agency, the Agency shall have the right to enforce its lien in the manner provided in Section 6.13.3. 6:13.3 The Parties further mutually understand and agree that the rights conferred upon the Agency under this Section 6.13 expressly include the power to establish and enforce a lien or other encumbrance against the Dealership Site, or any portion thereof, in the manner provided under Civil Code Sections 2924, 2924b and 2924c in an amount reasonably necessary to restore the Dealership Site to the maintenance standard required under Section 6.13a or Section 6.13.2, including the reasonable attorneys' fees and costs of the Agency associated with the abatement of the Maintenance Deficiency 'or removal of graffiti. For the purposes of the preceding sentence the words "reasonable attorneys' fees and costs of the Agency" mean and include the salaries, benefits and costs of the City Attorney and the lawyers employed in,the Office of the City Attorney. The provisions of this Section 6.13, shall be a covenant running with the land for a term of twenty (20) years following the date of recordation of the Notice of Agreement; shall be set forth in the Notice of Agreement, and shall be enforceable by the Agency. Nothing 'in the foregoing provisions of this Section 6.13 shall be deemed to preclude the Owner or the Operator from making any alteration, addition, or other change to any stmcture or improvement or landscaping on the Dealership Site, provided that any such changes comply with applicable zoning and building regulations of the city. Section 6.14 of the Agreement provides, as follows: 6.14 Obligation to Refrain from Discrimination. The Owner and the. Operator each :covenant and agree for themselves and their respective successors and assigns and every successor -in- interest to the Dealership or the Dealership Site or any portion thereof, that there shall be no discrimination against or segregation of any person, or group. of persons, on account of sex, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Dealership or the Dealership Site nor shall the Owner, the Operator or any person claiming under or through either of them establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Dealership Site. The covenant of this Section 6.14 shall run Exhibit E RVPUB\DGW\674424.7 with the land of the Dealership Site in perpetuity and be a covenant set forth in the Agency Grant Deed. Section 6.13 of the Agreement provides, as follows: 6.15 Form of Non- discrimination and Non - segregation Clauses. The Owner and the Operator each covenant and agree for themselves and their respective successors and assigns and every successor -in- interest to the Dealership or the Dealership Site, or any portion thereof, that the Owner, the Operator and such successors and assigns shall refrain from restricting the sale, lease, sublease, rental, transfer, use, occupancy, tenure or enjoyment of the Dealership or the Dealership Site (or any portion thereof) on the basis of sex, marital status, race, color, religion, creed, ancestry or national origin of any person. All deeds, leases or contracts pertaining to the Dealership Site shall contain or be subject to substantially the following non- discrimination or non- segregation covenants: 6.15.1 In deeds "The grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessee, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land." 6.15.2 In leases "The Lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the, lessee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants lessees, sublessee, subtenants, or vendees in the premises herein leased." 6.15.3 In contracts "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Exhibit E RVPUB\DGW\674424.7 premises herein conveyed or leased, nor shall.the transferee or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of tenants, lessees, sublessees, subtenants, or vendees of the premises herein transferred." The foregoing provision shall be binding upon and shall obligate the contracting party or parties and any subcontracting party or parties, or other transferees under the instrument. 6.15.4 The covenant of this Section 6.15 shall run with the land of the Dealership : Site in perpetuity and shall be a covenant in the Agency Grant Deed. Exhibit E , RVPUBIOM674424.7 SIGNATURE PAGE TO NOTICE OF AGREEMENT THIS NOTICE OF AGREEMENT is dated as of December 7, 2004, and has been executed on behalf of the parties to the Agreement on the date indicated next to the signatures of their authorized officers. This Notice of Agreement may be executed in counterparts and when fully executed each counterpart shall be deemed to be one original instrument. AGENCY REDEVELOPMENT AGENCY OF THE CITY OF ARCADIA Dated: ATTEST: Agency Secretary APPROVED AS TO FORM`. Best Best & Krieger LLP Agency Counsel By: Executive Director OWNER PAUL P.RUSNAK, TRUSTEE OF THE PAUL P. RUSNAK FAMILY TRUST DATED NOVEMBER 14, 1988 Paul P. Rusnak, Trustee Exhibit E . RVPU13\DGR\674424.7 CALIFORNIA ALL- PURPOSE State of California ss. County of Los Angeles On November 30, 2004 before me, Marina Simonian , Date Name and Title of Olfcar (e.g., 'Jam Doe, Notary Public ") personally appeared Paul P. Rusnak Namele) of Signer(s) ❑ personally known to Lx proved_ to me on the basis of satisfactory evidence MAIIMIA�AO►dAM ConwnWbn 11410M liampillillicouriliv LIP My Cor M60uM W9.2007 Place Notary Seal Above to be the person( whose name is e subscribed to the within instrument and, acknowledged to me that he /she /they executed the same in his /her /Nir, authorized capacity(*), and that by his /R divir signature('!) on the instrument the person%, or the entity upon behalf of which the personN acted, executed the instrument. WITNEINS my han an lofficial seal. 1 . / 1 Signeauns of Nolery Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Notice of Agreement (LADA Dated Dec. 7, 2004) Document Date: November 30, 2004 Number of Pages: Signer(s) Other Than Named Above: Capacity(les) Claimed by Signer Signer's Name: ❑ Individual ❑ Corporate Officer—Title(s): _ ❑ Partner —❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other. Signer Is Representing: Rll NT;TNUMRPRINT ' iOF SIGNFT I 0 1997 Nallomi Notary Association • 9350 De Soto Ave., P.O. Box 2402 " ChatswoM, CA 91313 -2402 Prod. No, 5907 Reorder: Call Toll -Free 1-8D0- 876 -6827 SIGNATURE PAGE TO NOTICE OF AGREEMENT OPERATOR RUSNAK/ARCADIA, a California corporation Dated: tt• ' Dated: in Its [ALL SIGNATURES MUST BE NOTARIZED] Exhibit E RVPU13MGW%674424.7 CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of California ss. County of Los Angeles On November 30, 2004 before me, Marina Simonian Date Name end TWe of Ofilcer (e.9,. 'Jam Doe, Notary Publie) personally appeared Paul P. Rusnak Name(e) of Sigmr(s) MARINA SIMONIAN Conmddon 0 1410608 NiOw Public • CaBfor to cou"lly E ____ My Bt - MW9.2W7 Plate Notary Seal Move ❑ personally known to me C3 proved to me on the basis of satisfactory evidence to be the person( whose name() is /e\e subscribed to the within instrument and acknowledged to me that he /sloe /t1 ey executed the same in his /hXir/tf eir authorized capacity(i"), and that by his /hqr /ftyeir signature(N on the instrument the person), or the entity upon behalf of which the person( acted, executed the instrument. WIT SS my hand an official seal. W cuL� Signature of Notary Ptiblic OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment or this form to another document. Description of Attached Document Title or Type of Document: Notice of Agreement (LADA dated Dec. 7, 2004) Document Date: November 30, 2004 Number of Pages: Signer(s) Other Than Named Above: Capacity(les) Claimed by Signer Signer's Name: • Individual Top of thumb here • Corporate Officer— Title(s): ❑ Partner — ❑Limited ❑General ❑ Attorney in Fact ❑ Trustee . ❑ Guardian or Conservator ❑ Other: Signer Is Representing: 0 1997 Natlonal Notary Association • 9350 be Soto Ave., PO. Box 2402 • Chats r h, CA 91313 -2402 Prod. No. bW7 Rearaer. can ,on -rme rauu- eroeaau IN SAID TRACT 13768 THENCE FOLLOWING THE SOUTHEASTERLY LINE OF SAID LOT 6, THROUGH ITS VARIOUS COURSES AND DISTANCES, TO THE SOUTHEASTERLY CORNER OF SAID LOT 6; THENCE ALONG THE EASTERLY LINE OF SAID LOT 6 AND ITS NORTHERLY PROLONGATION, NORTH 9 0 14' 54" WEST 219.09 FEET TO A POINT IN THE SOUTHEASTERLY LINE OF SANTA CLARA STREET, 80 FEET WIDE, AS DESCRIBED IN RESOLUTION RECORDED AUGUST 9, 1963, IN BOOK D 2140, PAGE 264, OFFICIAL RECORDS, SAID POINT ALSO BEING A POINT ON A CURVE, CONCAVE TO THE SOUTHEAST, AND HAVING A RADIUS OF 560 FEET; THENCE SOUTHWESTERLY ALONG SAID LAST MENTIONED CURVE AND ALONG SAID TRACT A DISTANCE OF 335.06 FEET; AND TANGENT TO SAID LAST MENTIONED CURVE SOUTH 38° 32'37" WEST, ALONG THE SOUTHEASTERLY LINE OF SANTA CLARA STREET, A DISTANCE OF 171.31 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHWESTERLY, AND HAVING A RADIUS OF 1,565.04 FEET; THENCE CONTINUING ALONG SAID STREET, SOUTHWESTERLY ALONG SAID CURVE 125.1,3 FEET; THROUGH A CENTRAL ANGLE OF 4° 34'52" TO A POINT ON A REVERSE CURVE, CONCAVE TO THE SOUTHEAST AND HAVING A RADIUS OF 1,565.04 FEET; THENCE CONTINUING ALONG SAID STREET, SOUTHWESTERLY ALONG SAID CURVE 125.13 FEET, THROUGH `A CENTRAL ANGLE OF 4 0 34'52" AND TANGENT TO SAID LAST MENTIONED CURVE SOUTH 38 32' 37 ". WEST 119.90 FEET TO A TANGENT CURVE THAT IS CONCAVE TO THE EAST AND HAVING A RADIUS OF 10 FEET; THENCE SOUTHERLY AND EASTERLY ALONG SAID CURVE, 22.44 FEET; THROUGH A CENTRAL ANGLE OF 128° 32' 37" TO ITS POINT OF TANGENCY WITH A LINE PARALLEL TO THE SOUTH LINE OF SAID LOT 3 OF TRACT 949, AND 20 FEET NORTH OF SAID SOUTH LINE THENCE ALONG SAID PARALLEL LINE, IN A GENERAL DIRECTION, TO THE TRUE POINT OF BEGINNING. EXCEPT FROM A PORTION OF THE ABOVE DESCRIBED PROPERTY, ALL MINERALS, ORES, PETROLEUM, OIL, NATURAL GAS AND OTHER HYDROCARBON SUBSTANCES LYING 500 FEET BELOW THE SURFACE OF SAID LAND, AS RESERVED IN THE DEED FROM PACIFIC ELECTRIC RAILWAY COMPANY, A CORPORATION, RECORDED MAY 15, 1962 IN BOOK D 1614 PAGE, 679, OFFICIAL RECORDS. RVPUB \DGW \674424) Exhibit A. EXHIBIT !'F" FORM OF FIRPTA AFFIDAVIT [Attached Behind This Cover Page] Exhibit F RVPUBIDGW\674424.7 CERTIFICATE OF NON - FOREIGN PERSON STATUS This Certificate is given in connection with the real property purchase and sale transaction(s) contemplated under Article IV of that certain 2004 Land Assembly and Development Agreement (Rusnak/Arcadia), dated as of December 7, 2004, by and between the ARCADIA REDEVELOPMENT AGENCY, a public body, corporate and politic ( "Seller "), and PAUL P. RUSNAK, as trustee of the Paul P. Rusnak Family Trust Dated November 14, 1988 ( "Buyer "). The purpose of this Certificate is to provide Buyer with a statement to the effect that Seller is not a foreign person or entity subject to the withholding tax provisions of Section 1445 of the Internal Revenue Code, as amended. The undersigned certifies the following: Seller is not a foreign person, non - resident alien, foreign corporation, foreign partnership, foreign trust or foreign estate, as those terms are defined in the Internal Revenue Code and Income Tax Code Regulations. 2. Seller's social security or taxpayer identification numbers are: Seller's address is: The undersigned and Seller understand that this Certificate may be disclosed to the Internal Revenue Service by Buyer and that any false statement contained in this Certificate could be punished by fine, imprisonment or both. Seller agrees to indemnify, defend and hold Buyer harmless from and against any and all obligations, liabilities, claims, losses, actions, causes of action, rights, demands, damages, costs and expenses of every kind, nature or character whatsoever (including, without limitation, actual attorneys' fees and court costs) incurred by the Buyer as a result of: (i) the failure of Seller to pay U.S. Federal income tax that Seller is required to pay under applicable U.S. laws; or (ii) any false or misleading statement contained in this Certificate. Exhibit F RVPUBOGW\674424.7 Under penalty of peijury, the undersigned declares that he or she has examined this Certificate and, to the best of their knowledge and belief, it is true, correct, and complete. The undersigned further fully declare that he or she has full and complete authority to sign this Certificate on behalf of Seller. SELLER:' REDEVELOPMENT AGENCY OF THE CITY OF ARCADIA, a public body, corporate and politic By: Executive Director Exhibit F _RVPUBIDGW1674424.7 2. The Grantee acknowledges and agrees that the Property is transferred and granted by the Agency to the Grantee in an "AS IS," "WHERE IS" and "SUBJECT TO ALL FAULTS CONDITION," in its condition as of the date of recordation of this Agency Grant Deed, with no warranties, expressed or implied, as to the environmental condition of the Property, the presence or absence of any patent or latent environmental condition on or in the Property, or any other matters affecting the Property. 3. The Grantee covenants and agrees for itself, its successors and assigns that the following uses on the Property are prohibited: pawn shops, flea market or second hand "swap meet" or surplus stores, second hand or used merchandise stores, antique stores, if merchandise is less than 100 years old, laundromats, thrift stores, bail bonds offices, dance studios/halls, karaoke bars or halls, modeling agencies, palmistry, fortune telling, astrology, psychic, beauty college, acupressure studios or facilities, electronic and/or video game arcades, pinball arcades, hot tub /suntan facilities, automobile related uses except sale of new, or used cars in connection with the sale of new cars, auto service or gas stations, tire and battery shops, muffler shops, automobile storage garage, fast food restaurants, except where such are included and incidental within an office building, and which do not contain drive- through service, drive - in theaters, bars and cocktail lounges, except in conjunction with a bona fide dinnerhouse restaurant, coin - operated, self - service dry cleaning machines, frozen foods locker, mortuaries, sanitariums, bath — Turkish and the like, churches or other religious institutions, educational training/tutoring facilities, coin - operated and automatic car washes, storage garage, upholstery shop, utility trailer and truck rental yard, pool or billiard halls, martial arts studios or academies, billboards advertising products not identifying a use on premises, any operation (for industrial areas) primarily used as a distilling, refining, smelting, agricultural or mining operation, check cashing service, nail salons, message parlors, so- called adult book or adult entertainment establishments stores selling liquor. for off - premise consumption, except as part of a comprehensive development plan of at least 40,000 sq. ft., convenience stores, ambulance services, bowling alley, gun shop, or heavy machinery rental 4. The Grantee covenants by and for itself, its heirs, executors, administrators and assigns, and all persons claiming under or through them, that there will be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, age, marital status, national origin or ancestry in.the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor will the Grantee or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in or on the Property. Exhibit G RVPUB\DGW\674424.7 5. All deeds,.leases or contracts made relative to the Property must contain the following nondiscrimination clauses: In deeds: "The grantee herein covenants by and for itself, its heirs, executors; administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of any person or group of persons on account- of race, color, creed, religion, sex,. age, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land. herein conveyed, nor shall the grantee, or any person claiming under or through the grantee, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, locations, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in or on the land herein conveyed. The foregoing covenants shall run with the land." In leases: "The lessee herein covenants by and for itself, its heirs, executors administrators and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, age, marital status, national origin or ancestry in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein leased, nor shall the lessee itself, or any person claiming under or through it,'establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy, of tenants, lessees, subtenants, sublessees or vendees in the land herein leased." In contracts: "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, age, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees-or vendees of the land. 6. Neither the Grantee, nor its successors or assigns shall use or otherwise sell, transfer, convey, assign, lease, leaseback or hypothecate the Property or any portion thereof to any entity or party, or for any use of the Property, that is partially or wholly exempt from the payment of real property taxes or that would cause the exemption of the payment of all or any Exhibit G RVPUB %DGW\674424.7 portion of real property taxes otherwise assessable regarding the Property, without the prior. written consent of the Agency. 7. The covenants, terms and conditions of PART TWO of this Agency Grant Deed shall have the duration as set forth below: Section 1: until such time as the Certificate of Completion under the Agreement is recorded in the official records of the Recorder of the County of Los Angeles or twenty one (21) years from the date of recordation of this Agency Grant Deed, whichever date shall first occur, Section 2: in perpetuity; Section 3: until the termination date of the Redevelopment Plan for the Central Redevelopment Project; Section 4: in perpetuity; Section 5: in perpetuity; Section 6: until the termination date of the Redevelopment Plan for the Central Redevelopment Project. 8. Agency Reservation of Power of Termination. 8.1 The Agency hereby reserves a power of termination pursuant to Civil Code Sections 885.010, et seq., exercisable by the Agency, in its sole and absolute discretion, upon thirty (30) calendar days written notice to the Grantee and the Operator referencing this Section 8.1, to terminate the fee interest of the Grantee in real property conveyed through the Agency Grant Deed and any leasehold or other interest of the Operator in the real property conveyed through the Agency Grant Deed and/or any improvements to such property and revest such fee title in the Agency and take possession of all or any portion of such real property and improvements, without compensation to the Grantee, upon the occurrence of an Event of Default following the close of any Phase of the Agency /Grantee Escrow and prior to the issuance of a Certificate of Completion for the Expansion Project. The Grantee and the Operator agree that the power of termination reserved to the Agency in this Section 8.1 shall apply to the entire Dealership Site, following merger or other combination of the Expansion Site and the Existing Site, as though all such real property and improvements were conveyed through an Agency Grant Deed. 8.2 The thirty (30) calendar day written notice specified Section 8.1 shall specify the Event of Default triggering the Agency's exercise of its power of termination. The Agency shall proceed with its remedy set forth in Section 8.1 only if the Grantee and/or the Operator continue in default for a period of thirty (30) calendar days following such notice or, upon, commencing to cure such default, fails to diligently and continuously prosecute said cure to satisfactory conclusion. Exhibit G RVPUB %DGVA674424.7 8.3 The Agency shall compensate the Grantee or its successor in interest in ownership of the Expansion Site, for conveyance of marketable, lien -free fee title to the Expansion Site to the Agency, only pursuant to the provisions of Section 8.7. 8.4 The rights of the Agency under this Section. 8 shall be subject and subordinate to, shall be limited by and shall, not defeat, render invalid or limit: (a) Permitted Security Interests; (b) Any leases, declarations of covenants, conditions and. restrictions, easement agreements or other recorded documents or interests applicable to the Expansion Site, the Dealership Site or any portion of either site and permitted or authorized by this Agreement, except any such interests held by the Operator, which are expressly subordinate to this Agreement and the Agency Deed of Trust, pursuant to Section 1.4 of the Agreement. 8.5 The deed to a Parcel or to any portion thereof conveyed by the Grantee to a third -party shall contain appropriate references and provisions to give effect to the Agency's rights under this Section 8. 8.6 Upon the Agency's exercise of its power of termination pursuant to this Section 10.5, the Grantee and the Operator or their respective successors or assigns shall convey by grant deed to the Agency title to the real property conveyed by the Agency Grant Deed and all improvements thereon in accordance with Civil Code Section 1109, as hereafter amended or substituted. Such conveyance shall be duly acknowledged by the Grantee in a manner suitable for recordation. The Agency may enforce its rights pursuant to this Section 8 by means of an I njunctive relief or forfeiture of title action filed in any court of competent jurisdiction. 8.7 Upon the revesting in the Agency of title to the real property subject to the Agency's power of termination, whether by grant deed or court decree, the Agency shall use its reasonable good faith efforts to resell the real property at fair market value, as soon and in such manner as .the Agency shall find feasible and consistent with the objectives of the Redevelopment Plan, to a qualified and responsible party or parties (as reasonably determined by the Agency) who will assume the Grantee's and Operator's obligations to begin and/or complete and/or operate the Expansion Project, or such other replacement development acceptable to the Agency in its sole and absolute discretion, consistent with the Redevelopment Plan. Upon such resale of the real property (or any portion thereof), the proceeds thereof shall be applied as follows: (a) First, to pay any and all amounts required to release /reconvey any Permitted Security Interest; and (b) - Second, to reimburse the Agency on its own behalf or on behalf of the City for all actual internal and third -party costs and expenses previously or currently incurred by the Agency,or the City related to the Expansion' Property, the Expansion Project or this Agreement, including, but not limited to, customary and reasonable fees or salaries to third -party Exhibit G RVPUB\DGW%674424.7 personnel engaged in such actions, in connection with the recapture, management and resale of the real property or any part thereof; all taxes, assessments and utility charges paid by the City and/or the Agency with respect to the real property or portion thereof; any payment made or necessary to be made to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations incurred by the Grantee or the Operator with respect to the acquisition of the real property or the construction of the Expansion Project; and amounts otherwise owing to the Agency by the Grantee or the Operator or their respective successor or assigns pursuant to the terms of this Agreement; and (c) Third, to the extent that any proceeds from such resale are, thereafter, available, taking into account any prior encumbrances with a claim thereto, to reimburse the Grantee, or its successors in interest to the real property or any part thereof, equal to the sum of. (1) the Parcel Purchase Prices paid to the Agency; (2) the amount of any equity in the Existing Site held by the Grantee on the last day immediately prior to the Agency /Grantee Escrow Closing Date; and (3) the third -party costs actually incurred and paid by the Grantee regarding the development of the Expansion Project, including, but not limited to, costs of carry, taxes, and other items as set forth in the Grantee's cost certification, which shall be subject to the Agency's reasonable approval; provided, however, . that the Grantee shall not be entitled to reimbursement for any expenses to the extent that such expenses relate to any loans, liens.or other encumbrances that are paid by the Agency pursuant to the provisions of sub - sections (a) or (b) above. (d) Any portion of the proceeds from the resale of the real property remaining after the foregoing applications shall be retained by the Agency as its sole and exclusive property. 8.8 IMMEDIATELY FOLLOWING THE THIRTY (30) DAY PERIOD SPECIFIED IN SECTION 8.1, ABOVE, THE AGENCY, ITS EMPLOYEES AND AGENTS SHALL HAVE THE RIGHT TO REENTER AND TARE POSSESSION OF ALL OR ANY PORTION OF THE REAL PROPERTY CONVEYED TO THE GRANTEE THROUGH THE AGENCY GRANT DEED OR THE DEALERSHIP SITE AND ANY IMPROVEMENTS TO SUCH REAL PROPERTY, WITHOUT FURTHER PRIOR NOTICE OR COMPENSATION, EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.7, TO THE GRANTEE OR THE OPERATOR. BY INITIALING BELOW, BOTH THE GRANTEE AND THE OPERATOR HEREBY EXPRESSLY WAIVE; TO THE MAXIMUM EXTENT ALLOWED BY LAW, ANY AND ALL RIGHTS THAT THE GRANTEE OR THE OPERATOR MAY HAVE UNDER CALIFORNIA CIVIL CODE SECTION 791 AND CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 1162, AS THOSE STATUTES MAY BE AMENDED OR SUBSTITUTED, OR UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. GRANTEE'S INITIALS OPERATOR'S INITIALS 8.9 THE OWNER AND THE OPERATOR EACH ACKNOWLEDGE AND AGREE THAT THE AGENCY'S EXERCISE OF ITS POWER OF TERMINATION AND RIGHT OF REENTRY PURSUANT TO THIS SECTION 8 SHALL WORK A FORFEITURE Exhibit G UPUBDO ' 674424.7 OF THE ESTATE IN THE PROPERTY CONVEYED TO THE OWNER THROUGH THE AGENCY GRANT DEED, THE DEALERSHIP SITE, AND ANY INTEREST OF THE OPERATOR IN SUCH REAL PROPERTY OR IMPROVEMENTS TO SUCH REAL PROPERTY. THE OWNER AND THE OPERATOR EACH HEREBY EXPRESSLY WAIVE, TO THE MAXIMUM EXTENT ALLOWED BY LAW, ANY AND. ALL EQUITABLE AND LEGAL DEFENSES THAT THE OWNER OR THE OPERATOR MAY HAVE TO SUCH FORFEITURE, INCLUDING, BUT NOT LIMITED TO, THE DEFENSES OF LACHES, WAIVER, ESTOPPEL, SUBSTANTIAL PERFORMANCE OR COMPENSABLE DAMAGES. THE OWNER AND THE OPERATOR FURTHER EXPRESSLY WANE, TO THE MAXIMUM EXTENT ALLOWED BY LAW, ANY AND ALL RIGHTS AND DEFENSES THAT THE OWNER OR THE OPERATOR MAY HAVE UNDER CALIFORNIA CIVIL CODE SECTION 3275 OR ANY OTHER STATUTE OR COMMON LAW PRINCIPLE OF SIMILAR EFFECT. THE OWNER AND THE OPERATOR EACH ACKNOWLEDGE THAT THE TERMS AND CONDITIONS OF THIS AGREEMENT REFLECT THE POSSIBILITY OF FORFEITURE BY VIRTUE OF THE. EXERCISE OF THE AGENCY'S POWER OF TERMINATION PROVIDED IN THIS SECTION 8 AND FURTHER ACKNOWLEDGE THAT EACH HAS RECEIVED INDEPENDENT AND ADEQUATE CONSIDERATION FOR ITS WAIVER AND RELINQUISHMENT OF RIGHTS AND REMEDIES PURSUANT TO THIS SECTION 8. GRANTEE'S INITIALS OPERATOR'S INITIALS 9. Each of the covenants and agreements contained in this Agency Grant Deed touch and concern the Property and each of them is expressly declared to be a community redevelopment covenant which runs with the land for the benefit of the Agency or the City of Arcadia, as the successor public agency to the Agency, and such run with the land in favor of the Agency for the entire period that such covenants are in full force and effect, regardless of whether the Agency is or remains an owner of any land or interest in land to which such covenants relate. The Agency, in the event of any breach of any such covenants, has the right to exercise all of the rights and remedies, and to maintain any actions at law or suits in equity or other proper proceedings, to enforce the curing of such breach, as provided in the Agreement or by law. The covenants contained in this Agency Grant Deed are for the benefit of and are enforceable only by the Agency or the City of Arcadia; as the successor public agency to the Agency. 10. If legal proceedings are initiated to enforce the rights, duties or obligations of any of the covenants set forth in this Grant Deed, then the prevailing party in such proceeding shall be entitled to collect its reasonable attorney fees and costs from the other party in addition to any other damages or relief obtained in such proceedings. 11. In the event that any provision of this Agency Grant Deed may be held to be invalid or unlawful by a final judgment of a court, such invalidity shall not affect the validity of any other provision of this Agency Grant Deed. Exhibit G. RVPUB\DGW \674424.7 i IN WITNESS WHEREOF, the Agency has caused this Agency Grant Deed to be executed by its authorized officers on this _ day of 200_. AGENCY Redevelopment Agency of the City of Arcadia m Executive Director Exhibit G RVPUB %DGW\674424.7 ACCEPTANCE OF AGENCY GRANT DEED AND COMMUNITY REDEVELOPMENT COVENANTS The undersigned hereby acknowledges acceptance by Paul P. Rusnak, as trustee of the Paul P. Rusnak Family Trust Dated November 14, 1988, the Grantee in the within Agency Grant Deed, of the delivery of the subject Property described in the within Agency Grant Deed from the Redevelopment Agency of the City of Arcadia. GRANTEE PAUL P. RUSNAK, TRUSTEE OF THE PAULT. RUSNAK FAMILY TRUST DATED NOVEMBER 14, 1988 By Paul P. Rusnak, Trustee [ALL SIGNATURES TO BE NOTARY ACKNOWLEDGED) Exhibit G RVPU13\DGWA674424.7 EXHIBIT "H" FORM OF CERTIFICATE OF COMPLETION When Recorded, Mail to: We, Chairperson and , Secretary of the Arcadia Redevelopment Agency (the "Agency ") hereby certify as follows: By its Resolution No. _, adopted and approved the Agency has resolved as follows: Section 1 . The Expansion Project required to be constructed in accordance with that certain 2004 Land Assembly and Development Agreement (Rusnak/Arcadia) (the "Agreement ") dated December 7, 2004, by and between the Agency, Paul P. Rusnak, as trustee of the Paul P. Rusnak Family Trust Dated November 14, 1988 (the "Owner "), and Rusnak/Arcadia, a California corporation (the "Operator "), on certain real property, as more specifically described in the legal description(s) attached to this Certificate of Completion as Exhibit "A" and incorporated into this Certificate of Completion by this reference (the "Expansion Site "), has been completed in accordance with the provisions of the Agreement. Section 2 . This Certificate of Completion shall constitute a conclusive determination by the Agency of the Owner's satisfaction of its obligation under the Agreement to construct and install the Expansion Project on the Expansion Site, including any and all buildings, parking areas, landscaping areas and related improvements necessary to support or meet any requirements applicable to the Expansion Project and its use and occupancy on the Expansion Site, whether or not such improvements are located on the Expansion Site or on other property subject to the Agreement, excluding any normal and customary tenant improvements and minor building "punch- list" items. Notwithstanding any provision of this Certificate of Completion, the Agency may enforce any covenant surviving this Certificate of Completion in accordance with the terns and conditions of the Agreement and the Agency Grant Deed(s) by which the Parcels constituting the Expansion Site were conveyed to the Owner by the Agency under the Agreement. The Agreement is an official record of the Agency and a copy of the Agreement,may be inspected in the office of the Secretary of the Agency located at 240 W. Huntington Drive, Arcadia, California 91006, during the regular business hours of the Agency. Section 3 . The Parcels constituting the Expansion Site to which this Certificate of Completion pertains are specifically described in Exhibit "A" attached to this Certificate of Completion. Exhibit H RVPUB\DGWW4424.7 EXHIBIT "I" FORM OF AGENCY DEED OF TRUST [Attached behind this cover page] Exhibit I RVPUB\DGW1674424.7 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Redevelopment Agency of the City of Arcadia Attention: Executive Director 204 West Huntington Drive P.O. Box 6002 Arcadia, California 91006 -6021 (Space above for Recorder's use only) DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, FIXTURE FILING AND SECURITY AGREEMENT (2004 Land Assembly and Development Agreement — Rusnak/Arcadia) THIS DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, FIXTURE FILING AND SECURITY AGREEMENT ( "Deed of Trust ") is made as of , 2004, by PAUL P. RUSNAK; TRUSTEE OF THE PAUL P. RUSNAK FAMILY TRUST DATED NOVEMBER 14, 1988 (referred to in this Deed of Trust as "Trustor "), whose address is P.O. Box 70489, Pasadena, California 91117 -7489, to United Title Company (referred to in this Deed of Trust as "Trustee "), whose address is 15821 Ventura Boulevard, Suite 160, Encino, California 91436, for the benefit of the REDEVELOPMENT AGENCY OF THE CITY OF ARCADIA, a public body corporate and politic, its successors and assigns (referred to in this Deed of Trust as "Beneficiary" or "Agency"), whose address is 204 West Huntington Drive, P.O. Box 6002, Arcadia, California 91006 -6021. 1. Grant of Trust Estate As security for the performance of each of the Obligations (as defined in Section 2), Trustor, for valuable consideration, grants, bargains, sells, conveys and warrants to Trustee, to have and to hold, in trust with power of sale, subject to the right, power and authority given to and conferred upon Beneficiary to collect and apply such rents, issues and profits, Trustor hereby grants to Beneficiary a security interest in that certain real property in the City of Arcadia, County of Los Angeles, State of California, more particularly described in Exhibit "A" attached to this Deed of Trust and made a part of this Deed of Trust by this reference (the "Land "), together with the following described estate, property and rights of Trustor in the Land and/or in any improvements now or hereafter constructed on the Land (severally and collectively referred to in this Deed of Trust as the "Property "): 1.1 All the fee and leasehold estates and rights of Trustor now held and hereafter acquired in and to the Property and in and to land lying in streets and roads adjoining the Property, and all access rights and easements appertaining to the Property; and 1.2 , All buildings, structures, improvements, furnishings, fixtures and equipment, real, personal and mixed, now or hereafter attached to, or used or adapted for use in the operation of the Property and any and all replacements and additions thereto, including without limitation, all heating apparatus and equipment whatsoever, all boilers, engines, motors, dynamos, generating RVPUB\DGWW74424.7 equipment, pumps, piping and plumbing fixtures, cooling, ventilating, sprinkling, fire - extinguishing apparatus, gas and electric fixtures, elevators, escalators, partitions, and shrubbery and plants; and including also all interest of any owner of the Property in any of such items hereafter at any time acquired under conditional sales contract, chattel mortgage or other title - retaining or security instrument, all of which property mentioned in this paragraph shall be deemed part of the realty and not severable wholly or in part without material injury to the freehold; and 1.3 All and singular the lands, tenements, privileges, water, water rights water stock, mineral, oil and gas rights, hereditaments and appurtenances thereto belonging or in anywise appertaining, and the reversion and reversions, remainder and remainders, rents, royalties, issues and profits thereof, and all the estate, rights, title, claim, interest and demand whatsoever of the Trustor either in law or equity, of, in and to the Property, whether now held or hereafter acquired; 1.4 All of the right, title and interest of Trustor now or hereafter existing in and to the following now or hereafter located in, upon, within or about or used in connection with the construction, use, operation or occupancy of the Property and/or the improvements thereon and any business or activity conducted thereon or therein, together with all accessories, additions, accessions; renewals, replacements and substitutions thereto or therefor and the proceeds and products thereof: (i) all materials, supplies, furniture, furnishings, appliances, office supplies, equipment, construction materials, vehicles, machinery, computer hardware and software, maintenance equipment, window washing equipment, repair equipment and other equipment and tools, telephone and other communications equipment; (ii) all books, ledgers, records, accounting records, files, tax records and returns, policy manuals, papers, correspondence, and electronically recorded data; (iii) all "General Intangibles" (as such term is defined in the California Commercial Code), instruments, money, "Accounts," (as such term is defined in the California Commercial Code), accounts receivable, notes, certificates of deposit, chattel paper, letters of credit, choses in action, good will, rights to payment of money, rents, rental fees, equipment fees and other amounts payable by persons who utilize the Property or any of the improvements or paid by persons in order to obtain the right to use the Property and any of the improvements, whether or not so used; trademarks, service marks, trade dress, tradenames, licenses, sales contracts, deposits, plans and specifications, drawings, working drawings, studies, maps, surveys; soils, environmental; engineering or other reports, architectural and engineering contracts, construction contracts, construction management contracts, surety bonds, feasibility and market studies, management and operating agreements, service agreements and contracts, landscape maintenance agreements, security service and other services agreements and vendors agreements; (iv) all compensation, awards and other payments or relief (and claims therefor) made for a taking by eminent domain, or by any event in lieu thereof (including, without limitation, property and rights and interests in property received in lieu of any such taking), of all or any part of the Property (including without limitation, awards for severance damages), together with interest thereon, and any and all proceeds (or claims for proceeds) of casualty, liability or other insurance pertaining to the Property, together with interest thereon; (v) any and all claims or demands against any person with respect to damage or diminution in value to the Property or damage or diminution in value to any business or other activity conducted on the Property; (vi) any and all security deposits, deposits of security or advance payments made to others with respect to: (1) insurance policies relating to the Property; (2) taxes or assessments of RVPUB\DGW\674424.7 2 any kind or nature affecting the Property; (3) utility services for the Property and/or the improvements; (4) maintenance, repair or similar services for the Property or any other services or goods to be used in any business or other activity conducted on the Property; (vii) any and all authorizations, consents, licenses, permits and approvals of and from all persons required from time to time in connection with the construction, use, occupancy or operation of the Property, the improvements, or any business or activity conducted thereon or therein or in connection with the operation, occupancy or use thereof, (viii) all warranties, guaranties, utility or street improvement bonds, utility contracts, telephone exchange numbers, yellow page or other directory advertising and the like; (ix) all goods, contract.rights, and inventory; (x) all leases and use agreements of machinery, equipment and other personal property, (xi) all insurance policies covering all or any portion of the Property; (xii) all reserves (including those provided for in Section .17 hereof) and funds held in escrow by Beneficiary or other person for Beneficiary's benefit and any funds deposited with Beneficiary, all accounts into which such funds are deposited and all accounts, contract rights and general intangibles or other rights relating thereto; (xiii) all names by which the Property is now or hereafter known; (xiv) all interests in the security deposits of tenants; (xv) all management agreements, blueprints, plans, maps; documents, books and records relating to the Property; (xvi) the proceeds from sale, assignment, conveyance or transfer of all or, any portion of the Property or any interest therein, or from the sale of any goods, inventory or services from, upon or within the Property and/or the improvements (but nothing contained herein shall be deemed a consent by Beneficiary to such sale, assignment, conveyance or transfer, except as expressly provided in this Deed of Trust); (xvii) any property described in paragraph B, above, which are not fixtures under California law; (xviii) all other property (other than fixtures) of any kind or character as defined in or subject to the provisions of the California Commercial Code, Secured Transactions, as amended and; (xix) all proceeds of the conversions, voluntarily or involuntarily, of any of the foregoing into cash or liquidated claims. 2. Obligations Secured This Deed of Trust is made for the purpose of securing the performance . of each covenant, agreement and obligation of Trustor under this Deed of Trust and of each covenant, agreement and obligation of Trustor set forth in that certain Promissory Note made by the Trustor in favor of the Agency, dated as of , pursuant to the terms of that certain 2004 Land Assembly and Development Agreement, dated as of December 7, 2004 (the "Agreement ") by and between the Redevelopment Agency of the City of Arcadia, Paul P. Rusnak, Trustee of the Paul P. Rusnak Family Trust dated November 14, 1988, and Rusnak/Arcadia, a California corporation, and the Trustor's covenants set forth in Section 6.3 and/or Section 6.4 of the Agreement and the Trustor's obligations under all other instruments or agreements executed in connection with or to secure any of the covenants of the Trustor previously described in this Section 2 (collectively, the "Transaction Documents ") and all interest thereon and other amounts evidenced thereby; the obligations evidenced by all renewals, extensions, modifications, substitutions and conditions of the Promissory Note, Section 6.3 and/or Section 6.4 of the Agreement or any other Transaction Documents; and any and all other obligations of Trustor to Beneficiary, its successors and assigns, now existing and hereafter arising and which specifically indicate in the instruments which evidence the same that they are intended to be secured by this Deed of Trust. 3. Trustor's Covenant of Performance Trustor shall perform all of its obligations under the Promissory Note and under this Deed of Trust when due, without excuse or delay of any kind RVPUB\DGW\674424.7 whatsoever, except as expressly provided in the Promissory Note, the Agreement or this Deed of Trust, and Trustor shall pay all debts and monies secured by this Deed of Trust when due, . without set off or deduction of any kind. 4. Trustor's Warranties of Title Trustor warrants to Beneficiary that if is the sole holder of fee simple absolute title to all of the Property and that said title is marketable and free from any lien or encumbrance, except as otherwise provided in this section, or approved in writing by Beneficiary, and the liens imposed by law for nondelinquent real property taxes and assessments. Trustor further covenants and agrees as follows: that Trustor will keep the Property free from all liens of any kind, including, without limitation, statutory and governmental; that no lien superior or junior to this Deed of Trust will be created or suffered to be created by Trustor during the life of this Deed of Trust without Beneficiary's prior written consent; that Trustor has good right to make this Deed of Trust and the person or persons executing this Deed of Trust on behalf of Trustor has or have the authority to do so; and that Trustor will forever warrant and defend Beneficiary's interest in the Property against every person, whomsoever, claiming any right or interest in the Property or any part thereof. 5. Trustor's Right to Contest Statutory Liens As used in this.Deed of Trust the words "mechanic's lien" and " materialmen's lien" means. and includes a stop notice as this tern is defined in California Civil Code Section 3179, et seq. The filing of a mechanic's or materialmen's lien against the Property or a stop notice against the Trustor or the Beneficiary and/or funds held by or owed to the Trustor for the improvement of the Property shall not constitute a default under this Deed of Trust, if and so long as (a) no defaults exist under the Agreement, this Deed of Trust, or any of the other Transaction Documents; (b) within ten (10) days after filing of such lien, Trustor obtains and maintains in effect a bond issued by a surety admitted by the California Department of Insurance to do business in the State of California and acceptable to Beneficiary in an amount not less than one hundred twenty -five percent (125 0 /0) of the entire sum alleged to be owed to the lien claimant or such, other amount as is required to obtain a court order to release said lien of record; (c) Trustor provides to Beneficiary and pays for an endorsement to Beneficiary's title insurance policy, if any, in a form satisfactory to. Beneficiary, insuring the priority of this Deed of Trust over the lien being contested; (d) Trustor immediately commences its contest of such lien and continuously pursues such contest in good faith and with due diligence; (e) such bond or contest stays the foreclosure of the lien; and (f) Trustor pays in full, any final judgment rendered for the lien claimant, within ten (10) days following entry of any such judgment. 6. Maintenance and Inspection of Improvements Trustor shall maintain the buildings and other improvements now or hereafter located on the Property in a good condition and state of repair. Trustor shall not commit or suffer any waste; shall promptly comply with all requirements of federal, state and municipal authorities and all other laws, ordinances, regulations, covenants, conditions and restrictions respecting the Property or the use thereof, and shall pay all fees or charges of any kind in connection therewith. 7. Construction and Repairs Trustor shall complete or restore promptly and in a good and workmanlike manner any building or improvement that may be constructed, damaged or destroyed on the Property, and pay when due all costs incurred in such completion or restoration. RVPUB \DGW\674424.7 4 8. Alterations Other than as specifically set forth in the Agreement, no building or other improvement on the Property shall be structurally altered, removed or demolished without the Beneficiary's prior written consent, nor shall any fixture or chattel covered by this Deed of Trust and adapted to the proper use and enjoyment of the Property be removed at any time without Beneficiary's prior written consent, unless actually replaced by an article of equal suitability and value, owned by the Trustor, free and clear of any lien or security interest, except such as may be approved in writing by the Beneficiary. 9. Compliance With Laws Trustor shall comply with all statutes, laws, ordinances and regulations that now or hereafter pertain to the. construction repair, condition, use and occupancy of the Property, including, without limitation, all environmental, subdivision, zoning, building code, fire, occupational, health, safety, occupancy and other similar or dissimilar statutes, and shall not permit any tenant or other occupant to violate the same. If any, statute or order of any court of competent jurisdiction requires any correction, alteration or retrofitting of any improvements on or related to the Property, Trustor shall promptly undertake the required repairs and restoration and complete the same with due diligence at its sole cost and expense. 10. Environmental Covenants. Representations. Warranties and Indemnity 10.1 Trustor will not use any Hazardous Materials (as defined in subsection 10.6 below) in the construction of improvements on or about the Property in violation of any Environmental Laws or any other applicable laws. 10.2 Trustor shall, at its sole expense, comply, and cause each tenant leasing space within the Property to comply with all applicable laws, regulations, codes and ordinances relating to any Hazardous Materials or to any Environmental Activities (as defined in subsection 10.8 below), including,, without limitation, obtaining, filing, serving or posting all applicable notices, permits, licenses and similar authorizations. Trustor shall establish and maintain a management and operating policy for the Property to assure and monitor continued compliance by Trustor and each tenant leasing space in the Property with all such laws, regulations, codes and ordinances. 10.3 Trustor agrees to submit from time to time, if requested by Beneficiary, a report, satisfactory to. Beneficiary, certifying that the Property is not now being used nor has it ever been used for. any Environmental Activities in violation of any Environmental Laws.or any other applicable laws.. Beneficiary reserves the right, in its reasonable discretion, to retain, at Trustor s expense, an independent professional consultant to review any report prepared by Trustor and/or to conduct its own investigation of the Property for Hazardous Materials. Trustor hereby grants to Beneficiary, its agents, employees, consultants and contractors the right to enter upon the Property to perform such tests as are reasonably necessary to conduct such a review and/or investigation. 10.4 Upon the discovery by Trustor of any event or situation which would render any of the representations or warranties contained in,subsection 10.10 inaccurate in any material respect, if made.at the time of such discovery, Trustor shall promptly notify Beneficiary of such event or situation and, within thirty (30) days after such discovery, submit to Beneficiary a preliminary written environmental plan setting forth a general description of such event or situation and the action that Trustor proposes to take with respect to such event or situation. RVPUB%DGW\674424.7 Within sixty (60) days after such discovery, Trustor shall submit to Beneficiary a final written environmental report, setting forth a detailed description of such event or situation and the action that Trustor proposes to take with respect such event or situation, including, without limitation, any proposed corrective work, the estimated cost and time of completion, the name of the contractor and a copy of the construction contract, if any, and such additional data, instruments, documents, agreements or other materials or information as Beneficiary may reasonably request. The plan shall be subject to Beneficiary's written approval, which approval may be granted or : withheld in Beneficiary's sole but reasonable discretion. Beneficiary shall notify Trustor in writing of its approval or disapproval of the final plan within fifteen (15) days after receipt thereof by Beneficiary. If Beneficiary disapproves the plan, Beneficiary's notice to Trustor of such disapproval shall include a brief explanation of the reasons for such disapproval. Trustor shall submit to Beneficiary a revised final written environmental plan that remedies the defects identified by Beneficiary as reasons for Beneficiary's disapproval of the previous plan. If Trustor fails to submit a revised plan to Beneficiary within said thirty (30) day period, or if such revised plan is submitted to Beneficiary and ; Beneficiary disapproves said plan, such failure or disapproval shall, at Beneficiary's option and upon notice to Trustor, constitute an "Event of Default" under this Deed of Trust. If Beneficiary does not notify Trustor of its approval or disapproval of the final plan or any revisions to the final plan within the fifteen (15) day period described above, Trustor shall provide written notice to Beneficiary of Beneficiary's failure to respond, at which time Beneficiary shall have an additional forty-five (45) days after receipt of such notice from Trustor to notify Trustor of its approval or disapproval of the final plan. If Beneficiary fails to notify Trustor of its disapproval or approval of said plan within said additional forty-five (45) day period the plan shall be deemed approved by Beneficiary. Once any such plan is approved in writing or deemed approved by Beneficiary, Trustor shall promptly commence all action necessary to implement such plan and to comply with any requirements or conditions imposed by Beneficiary, and shall diligently and continuously pursue such action to completion in strict accordance with the terms of said plan. The rights of Beneficiary with respect to the approval or disapproval of the environmental plan set forth in this subsection 10.4 and the actions of Beneficiary pursuant to such rights are not intended to, and shall not, in and of themselves, confer on Beneficiary a right to manage, operate or control the Property on a continuing basis following the discovery of the event(s) or occurrence(s) described in this subsection 10.4. 10.5 Trustor agrees to submit from time to time, if requested by Beneficiary, a report, satisfactory to Beneficiary, specifying any activities involving, directly or indirectly, the use, generation, treatment, storage or disposal of any Hazardous Materials on the Property. Beneficiary reserves the right, in its sole and reasonable discretion, to retain, at Trustor's expense, an independent professional consultant to review any report prepared by Trustor and/or to conduct its own investigation of the Property. Trustor hereby grants to Beneficiary, its agent, employees, consultants and contractors the right to enter upon the Property and to perform such tests as Beneficiary deems are necessary to conduct such a review and/or investigation. Beneficiary shall hold in confidence any report delivered by Trustor to Beneficiary pursuant to this Section 9, except for disclosure to (a) any consultant(s) hired by Beneficiary to review said report, (b) legal counsel, accountants and other professional advisors to Beneficiary, (c) regulatory officials having jurisdiction over Beneficiary who may request said report, (d) as required by any federal, state, county, regional or local authority or law, rule, regulation or ordinance, (e) as required in connection with any legal proceeding, and (f) any financial RVPUB\DGWW74424.7 6 institution in connection with a disposition or proposed disposition of all or part of Beneficiary's or any participant's interests hereunder. 10.6 "Hazardous Materials" as used in this Deed of Trust shall mean any hazardous or toxic materials, pollutants, effluents, contaminants, radioactive materials, flammable explosives, chemicals known to cause cancer or reproductive toxicity, emissions or wastes and any other chemical, material or substance, the handling, storage, release, transportation, or disposal of which is or becomes prohibited, limited or regulated by any federal, state, county, regional or local authority or which, even if not so regulated, is or becomes known to pose a hazard to the health and safety of the occupants of the Property including, without limitation; (i) asbestos, (ii) petroleum and petroleum by- products, (iii) urea formaldehyde foam insulation, (iv) polychlorinated biphenyls, (v) all substances now or hereafter designated as "hazardous substances," "hazardous materials" or "toxic substances" pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ( "CERCLA "), 42 U.S.C. Section 9601 et seq., as amended by the Superfund Amendments and Reauthorization Act of 1986 ( "SARA "), the Federal .Water Pollution Control Act, 33 U.S.C. Section 1251 et seq. the Clean Air Act, 42 U.S.C. Section 7401 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801 et seq., or the Resource, Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.; (vi) all substances now or hereafter designated 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; (vii) all substances now or hereafter designated by the Governor of the State of California pursuant to the Safe Drinking Water and Toxic Enforcement Act of 1986 as being known to cause cancer or reproductive toxicity, or (viii) all substances now or hereafter designated as "hazardous substances," "hazardous materials" or. "toxic substances" under any other federal, state or local laws or in any regulations adopted or publications promulgated pursuant to said laws. 10.7 "Environmental Laws" as used in this Deed of Trust shall mean all laws, rules, regulations and ordinances relating to Hazardous Materials, including, but not limited to, those . relating to soil and groundwater conditions and those statutes referred to in the definition of Hazardous Materials set forth in Subsection 10.6. 10.8 "Environmental Activities" as used in this Deed of Trust shall mean the use, generation, transportation, treatment, storage or disposal of any Hazardous Materials at any time located on or present on, under or about the Property. 10.9 Trustor hereby agrees, at its sole cost and expense, to indemnify, protect, hold harmless and defend (with counsel of Beneficiary's. choice), Beneficiary, its successors and assignees, and the elected.officials, officers, agents, attorneys and employees of each of them (individually, each an "Indemnitee ", and collectively, the "Indemnitees ") from and against any and all claims, demands, damages, losses, liabilities, obligations, penalties, fines, actions, causes of action, judgments, suits, proceedings, costs, disbursements and expenses (including, without limitation, attorneys' and experts' reasonable fees, disbursements and costs) of any kind or of any nature whatsoever (collectively, "Claims ") that may at any time be imposed upon, incurred or suffered by, or asserted or awarded against, any Indemnitee directly or indirectly, relating to or arising from any.of the following "Environmental Matters," but excluding any Claims arising solely from the gross negligence or willful misconduct of Beneficiary: RVPUBOGW%674424.7 7 (a) Any past, present or future presence of any Hazardous Materials on, in, under or affecting all or any portion of the Property or on, in, under or affecting all or any portion of any property adjacent or proximate to the Property, if such Hazardous Materials originated or allegedly originated on or from the Property; (b) Any past, present or future storage, holding, handling, release, threatened release, discharge; generation, leak, abatement, removal or transportation of any Hazardous Materials on, in, under or from the Property; (c) The failure of Trustor to comply, with any and all laws, rules, regulations, judgments, orders, permits, licenses, agreements, covenants, restrictions, requirements or the like now or hereafter relating to or governing in any way the environmental condition of the Property or the presence of Hazardous Materials on, in, under or affecting all or any portion of the Property including, without limitation, all Environmental Laws; (d) The failure of Trustor to properly complete, obtain, submit and/or file any and all notices, permits, licenses, authorizations, covenants, and the like relative to any of the Environmental Matters in connection with the Property or the ownership, use, operation or enjoyment of the Property or any portion of the Property, (e) The extraction, removal, containment, transportation or disposal of any and all Hazardous Materials from any portion of the Property or,any other property adjacent or . proximate to the Property, if such Hazardous Materials originated or allegedly originated on or from the Property; (f) Any past, present or future presence, permitting, operation; closure, abandonment or removal from the Property of any storage tank that at any time contains or contained any Hazardous Materials and. is or was located on, in or under the Property; (g) The implementation and enforcement of any monitoring, notification or other precautionary measures that may, at any time, become necessary, to protect against the release or discharge of Hazardous Materials on, in, under or affecting the Property or into the air, any body of water, any other public domain or any property adjacent or proximate to the Property; (h) Any failure of any Hazardous Materials generated or moved from the Property to be removed, contained, transported or disposed of in compliance with all applicable Environmental Laws; or (i) Any breach by Trustor of any of its covenants, representations or warranties regarding Environmental Matters contained in this Deed of Trust or any of the other Transaction Documents. 10.10 Trustor hereby represents and warrants to Beneficiary and Trustee, as follows: (a) The Property is not ' and has not been a site for the use, generation, manufacture, storage, treatment, release, threatened release, discharge, disposal, or transportation of any Hazardous Materials; RVPUB\DGw\674424.7 8 (b) The Property is in compliance with all Environmental Laws; (c) Trustor has not received any written notice of claims or actions pending or threatened against Trustor or any previous owner. or user of the Property (and relating to Trustor's and/or such previous owner's or users ownership or use of the Property), by any governmental entity or agency or any other person or entity and relating to Hazardous Materials or pursuant to any Environmental Laws; and (d) Trustor has not received any written notice (i) pursuant to which the Property has been designated as "border zone property" -under the provisions of California Health and Safety Code Sections 25220 et seq., or any regulation adopted in accordance therewith, (ii)`. . of a hearing at which the Property will be considered for designation as "border zone property," or (iii) of an occurrence or condition on any real property adjoining or in the vicinity of the Property that could cause the Property or any part thereof to be designated as "border zone property." 10.11 The provisions of this Section 10 shall constitute environmental provisions for purposes of California Code of Civil Procedure Section 736. 11. Insurance Trustor shall continuously maintain insurance on the Property and all improvements and additions thereto, with all premiums prepaid, and provide Beneficiary original policies or originally signed certificates evidencing such insurance coverage listing all coverage and endorsements to the policies exactly as stated in the policies and to which the originally signed.Lenders loss .payee endorsement is attached. All such existing and future insurance policies are hereby assigned to Beneficiary. Unless otherwise specified in the Agreement or in any other Transaction 'Documents, or unless expressly and "in each instance waived by the Beneficiary in writing, said insurance shall (a). be placed with companies admitted and licensed to do business in the State of California, by the California Department of -Insurance, `and (b) be placed with companies with a Best's Insurance Guide, current edition, rating of "A" or better and indicated to be of sufficient size to qualify for Best's designation "vii." All casualty and builders risk policies shall (i) be written on forms acceptable to Beneficiary, including fire and extended coverage, vandalism and 'malicious mischief, or an all perils endorsement, coverage against earthquake, if and when Beneficiary so requires, and flood, protection, if the Property is located within a special flood hazard area, as determined by a Zone A designation on a Flood Hazard Boundary Map or a Zone A or V designation on a Flood Insurance Rate Map, together with such "soft costs" and other endorsements and coverages as Beneficiary may from time to time require, (ii) cover one hundred percent (100 %) of the replacement value of the improvements comprising the Property, with agreed value and inflation protection endorsements approved by Beneficiary in writing, (iii) not be subject to any co-insurance or other similar contribution or limitation provisions; (iv) name Beneficiary as a loss payee under a standard 438 BFU endorsement or a complete equivalent thereof acceptable to Beneficiary; and (v) contain a deductible amount not in excess of that approved by Beneficiary from time to time. In addition to said casualty and builders risk policies;' Trustor shall carry such policies as are required.by the Agreement or any other Transaction Documents or otherwise by Beneficiary or by any applicable law, including, without limitation comprehensive general liability insurance applicable to the Property, buildings and improvements thereon, covering losses from damage to property and.injury or death to persons with a policy limit of no less than Two Million Dollars $2,000,000 or which Beneficiary otherwise requires from time to time, including an extended liability endorsement, if applicable RVPUB'J)GW\674424.7 9 to the Property and required by Beneficiary. Upon Beneficiary's request, Trustor shall cause Beneficiary to be named as an additional insured on such liability policies and named as a loss payee under a standard 438 BFU endorsement. All insurance policies shall be evaluated and adjusted as required by Beneficiary on an annual basis. Trustor assumes all risk of insufficient coverage of risks or amounts and acknowledges that Beneficiary's requirements are not intended to indicate what Trustor should, in its exercise of its prudent and reasonable judgment, obtain. The insurance certificates shall confirm that no insurance policy shall be cancelled or modified without thirty (30) days' prior written notice to Beneficiary. Beneficiary may, at its option, require Trustor to maintain said policies in Trustor's possession or deliver said policies to Beneficiary. If retained by Trustor, said policies shall be kept available by Trustor at all times for delivery to Beneficiary or for inspection by Beneficiary, its agents or insurers. In the event of foreclosure of this Deed of Trust or other transfer of title to the Property in extinguishment of some or all of the indebtedness secured by this Deed of Trust, all interest of the Trustor in any insurance policies in force shall pass to the purchaser. Trustor shall provide Beneficiary with proof of premiums paid for each policy term so long as this Deed of Trust remains in effect. Trustor shall reimburse Beneficiary for any premiums paid for such insurance by the Beneficiary upon the Trustor's default in so insuring the improvements or default in assigning and delivering such policies to Beneficiary. 12. Assignment of Insurance and Condemnation Proceeds Should the Property or any portion, appurtenance, right or interest in the Property be taken or damaged by reason of any public or private improvement, condemnation proceeding (including change of grade), fire, earthquake or other casualty, or in any other manner, Beneficiary or Trustee may, at its option, . commence, appear in and prosecute, in its own name, any action or proceeding, or make any reasonable compromise or settlement in connection with such taking or damage, and obtain all compensation, awards or other relief available at law or in equity in such actions or proceeding. All compensation, awards, damages, rights of action and proceeds, including the policies and the proceeds of any policies of insurance affecting the Property, are hereby assigned to Beneficiary, but no such assignments shall be effective to invalidate or impair any insurance policy. Trustor further assigns to Beneficiary any return premiums or other repayments upon any insurance at any time provided for the benefit of the Beneficiary and all refunds or rebates made of taxes or assessments on the Property, and Beneficiary may at any time collect said return premiums, repayments, refunds and rebates in the event of any default by Trustor under the Agreement, this Deed of Trust or any other Transaction Documents. No insurance proceeds or condenmation awards at any time assigned to or held by Beneficiary shall be deemed to be held in trust and Beneficiary may commingle such proceeds with its general assets and shall not be liable for the payment of any interest on any. such amounts. Trustor also agrees to execute such further assignments of any such policies, compensation, award, damages, rebates, return of premiums, repayments, rights of action and proceeds as Beneficiary or Trustee may require. 13. Use of Insurance Proceeds After any damage by casualty to the Property, whether or not required to be insured against under the policies to be provided by Trustor, Trustor shall give prompt written notice of such damage and casualty to Beneficiary generally describing the nature and cause of such casualty and the extent of the damage to or destruction of the Property. Trustor shall have the obligation to promptly repair the damage, regardless of whether and to the extent the casualty was covered by an insurance policy. For these purposes, Beneficiary shall make RVPUH\D(M674424.7 10 available to Trustor proceeds of any insurance policy covering the casualty and maintained by Trustor under and subject to each of the following terms and conditions: 13.1 Insurance proceeds that are directly attributable to the damage (the 'Proceeds ") shall be released to Trustor upon and subject to satisfaction of each of the following conditions: (a) There exists no default under the Agreement, this Deed of Trust or any other Transaction Documents at any time prior to or during the course of reconstruction; (b) Receipt by Beneficiary of satisfactory written evidence that any proposed restorations by Trustor will comply with all statutes, ordinances, regulations, rules, rulings, restrictive covenants, reciprocal easements, leases and contracts; that all proposed plans and specifications are approved by all required governmental agencies; and that Trustor has obtained all necessary building and other permits and approvals for such reconstruction; (c) . Receipt by Beneficiary of proof reasonably satisfactory, to Beneficiary that there exists and will continue to exist, until the Property is reasonably expected 'to.be restored and fully occupied, a source of funds sufficient to perform or pay the Obligations as and when due. Such computation shall include Beneficiary's estimate of the amount necessary to pay all of Trustor s operating expenses and perform all acts or pay all of the sums due under the Agreement and this Deed of Trust over the projected period of reconstruction, and Beneficiary may require Trustor to establish and.f ind a holdback account up to the amount of the difference between the anticipated debt service and operating expenses of Trustor. In the event of any default under the Agreement, this Deed of Trust, any other Transition Documents .or any., reconstruction requirements, Beneficiary may, at its option, apply any portion or all of such amounts against accrued interest and the outstanding amounts due under the Agreement or this Deed of Trust; (d) Receipt by Beneficiary. from Trustor of sufficient cash funds to cover one hundred percent (100 %) of any difference between the estimated costs of completion, as certified by an architect or. engineer approved by Beneficiary in writing, and the Proceeds, the amount of such difference. to be paid in cash to Beneficiary with, said amount and any interest earned thereon shall be released to Beneficiary, as necessary, following the exhaustion of available insurance proceeds, or at such earlier time deemed appropriate by Beneficiary. In the event of any default under the Agreement, this Deed of Trust, any other Transaction Documents or any reconstruction requirements,, Beneficiary may, at its option, apply any portion or . all of such amounts and interest against the accrued interest and principal sums outstanding under the Agreement or this Deed of Trust; (e) Receipt by Beneficiary of a certificate executed by Trustor describing the work to be performed in connection with such restoration and a certificate by an independent architect or engineer selected or approved by Beneficiary in. writing stating that the work described in the Trustor's certificate is adequate to restore the Property to substantially the same _size, design, quality and condition as existed prior to the damage. The architect's or engineer's certificate shall include its estimate of all costs and expenses that will be required to complete such restorations; and (f) Such additional conditions as may reasonably be imposed by Beneficiary to provide assurance that the Proceeds will be used to restore the Property to substantially the RVPUB\DGVA674424.7 same condition, to the extent possible, as existed prior to the damage, including, without limitation, Beneficiary's prior written approval of all permits, plans, specifications and construction contracts for such restoration. 13.2 Beneficiary shall disburse the Proceeds in increments corresponding to the percentage of completion costs then incurred for labor performed and materials famished (which may, at Beneficiary's discretion, be subject to reasonable holdbacks required by Beneficiary, not exceeding ten percent (10 %) of the total estimated cost of completion and which will be released upon lien -free completion of the restorations in accordance with the requirements of this Deed of Trust and the expiration of the periods within which any mechanic's or materialman s lien may be filed). Disbursements shall be conditioned upon Beneficiary's written confirmation that all of its conditions precedent to such disbursement have been satisfied, including its receipt of periodic inspection and completion percentage certificates executed by the project architect approved by Beneficiary in writing, payment acknowledgments and unconditional lien releases, and such other conditions to periodic disbursements as may be imposed by Beneficiary, no defaults or misrepresentations of Trustor and Trustor's obtaining all title insurance endorsements, payment and performance bonds, and builders risk policies required by Beneficiary. Trustor shall, during the progress of the work, also submit to the Beneficiary, at periodic intervals not less frequently than monthly, a certificate satisfactory to Beneficiary furnished by an architect or engineer approved by Beneficiary in writing showing the cost of labor and materials incorporated into the work during the period specified in the certificate, which period shall not include any part of the period covered by any other such certificate; and 13.3 After completion of the restoration and subject to the conditions herein stated in this Section 13, and, if Trustor is not then in default under the Agreement, this Deed of Trust or any other Transaction Documents, Beneficiary shall pay to Trustor (or such other persons or entities that may have an interest in the Proceeds) the undisbursed Proceeds and Trustor's deposit for any estimated restoration expense held by Beneficiary upon delivery to Beneficiary of (i) a certificate executed by Trustor showing that the work has been completed and that all bills for labor performed and materials furnished in connection with the restoration work have been paid, (ii) unconditional lien releases and other appropriate written acknowledgments of payment in full executed by all contractors and subcontractors performing labor on or furnishing materials to the. Property; (iii) a certificate executed by an architect or engineer approved by Beneficiary in writing confirming that the Property has been restored to substantially the same size, design, quality and condition as existed immediately prior to the damage and in accordance with all applicable federal, state, local and other governmental laws and regulations; and (iv) a certificate of occupancy and other permits issued by the appropriate governmental authorities authorizing the occupancy of the Property for its intended purposes and use. 13.4 If (i) any of the conditions in subsection 13.3, are not fulfilled within sixty (60) days after the date of the casualty, or if the reconstruction cannot be completed within such 60 day period, within such additional time as may be reasonably necessary to complete the reconstruction, not to exceed one hundred eighty (180) days, and provided such additional time does not result in a breach by the Trustor under the Agreement, this Deed of Trust or any other Transaction Documents; or (ii) if Trustor fails to exercise diligence in promptly commencing or continuously prosecuting the work; or (iii) if Trustor is otherwise in default under the Agreement, this Deed of Trust, any other Transaction Documents or any reconstruction requirements set forth in this Deed of Trustor any other Transaction Documents, Beneficiary RVPU13\DGW \674424.7 12 - - may, at its option, apply the Proceeds and any deposits made by Trustor under this Section 13 to any amounts due under the Transaction Documents secured by this Deed of Trust, or to complete the necessary repairs and use the Proceeds for the payment of the costs of such repairs If the Proceeds are so applied to amounts secured by this Deed of Trust and, together with any other payments due to Beneficiary under the Agreement and all other debts of Trustor to Beneficiary secured by this Deed of Trust are discharged, Beneficiary shall not have the right to require the Property to be repaired under the terms of this Deed of Trust, but Beneficiary's rights under any other lien that it holds against the Property and which is not also required to be released shall not be thereby impaired or affected. 13.5 Trustor shall not commence any repairs or reconstruction of any casualty until Beneficiary consents in writing to such construction, which consent may be withheld by Beneficiary in its sole discretion, until all of the conditions contained in this Section 13 are satisfied. All work of repairing or restoring damage shall be done_ in a good and workmanlike manner with materials of good quality and in conformity with all applicable laws, ordinances, rules and regulations. Nothing in this Section 13 contained shall be construed as authorizing the Trustor to subject the Property to any mechanic's, materialman's or other lien for the payment of bills for material furnished or labor performed in connection with any work contemplated by this Section 13, 13.6 In any event in which the Beneficiary is not otherwise obligated to permit the insurance proceeds to be applied to the restoration of the Property as described in this Section 13 and, at the option of Beneficiary, the proceeds of a loss under any policy, whether or not endorsed payable to Beneficiary, may be applied in payment of the principal, interest or any other sums secured by this Deed of Trust, whether or, not then due, or to the restoration or replacement of any building on the Property, without in any way affecting the enforceability or: priority of the lien of this Deed of Trust or the obligation of the Trustor or any other person for payment of any amounts secured by this Deed of Trust or the reconstruction of the damaged improvements, whether such Trustor be the then owner of said building or improvements or not. 14. Use of Condemnation Awards Should the Property, any portion of the Property or any improvements on the Property be taken or damaged by reason of any public improvement or condemnation proceeding, or by any other form of eminent domain,. Trustor agrees that Beneficiary shall be entitled to all compensation, awards and other payments or relief therefor and may, at its option, commence, appear in or. prosecute in its own name any action or proceeding or make'any reasonable compromise or settlement in connection with such taking or damage, and Trustor agrees to pay Beneficiary's costs and reasonable attorneys' fees incurred in connection with any such action or proceeding. All such compensation, awards, damages, rights of actions and proceeds may be applied by Beneficiary toward the repair of any damage to the improvements on any portion of the Property not subject to the taking as and subject to the same conditions set forth in Section 13 of this Deed of Trust with respect, to the disposition of insurance proceeds; provided, however, that if the taking results in a loss of the Property to an extent which, in the reasonable opinion of Beneficiary, renders or will render the Property not economically viable or which substantially impairs Beneficiary's security or lessens to any extent the value, marketability or intended use of the Property,' Beneficiary may apply the condemnation proceeds to reduce any outstanding amounts secured by this Deed of Trust in such order as Beneficiary may determine. Trustor agrees to execute such further assignments of condemnation proceeds as Beneficiary or Trustee,may from time to time require. If so applied, RVPUBOGW1674424.7 13 - ' any proceeds in excess of the sum of all outstanding amounts and accrued and unpaid interest due under the Agreement, plus all other sums due to Beneficiary from Trustor shall be paid to Trustor or Trustor's assignee. 15. Property. Taxes and Assessments Trustor shall pay in full on or before the date of delinquency thereof all rents, taxes, assessments and encumbrances, with interest, that may now or hereafter be levied, assessed or claimed upon the Trustor's ownership or use of the Property that is the subject of this Deed of Trust or any part thereof, and upon request, provide the Beneficiary with copies of official receipts for payment therefor, and shall pay all taxes imposed upon, and reasonable costs, fees and expenses of, this Deed of Trust. 16. Assessment Districts •Trustor agrees not to consent to inclusion of the Land in any local improvement or special assessment district or to the imposition of any special or local improvement assessment against the Property, without Beneficiary's prior written consent. 17. Mortgage Taxes In the event of the passage after the date of this Deed of Trust of any federal, state or municipal law, ordinance or regulation relating to the taxation of mortgages, deeds of trust or debts secured thereby so as to tax or assess any interest of Beneficiary or any payments secured by this Deed of Trust,. Trustor shall bear and pay the full amount of such taxes. 18. Special Assessment and Insurance Reserves Trustor shall, at the request of the Beneficiary, pay to Beneficiary equal, monthly installments of the special assessments and insurance premiums estimated by the Beneficiary next to become due, in addition to any other periodic payment or performances owed by Trustor under the Agreement or this Deed of Trust or any other, so that thirty (30) days before the due date thereof, or of the first installment thereof, Beneficiary will have on hand an amount sufficient to pay the next maturing assessments and insurance premiums. The amount of the monthly payment to be made on account of assessments and insurance premiums shall be adjusted annually or more frequently as Beneficiary deems necessary and any deficit shall be immediately paid by Trustor upon request and any surplus shall be credited on the mortgage account. Subsequent payments on account of assessments and insurance premiums shall be made in accordance with the next estimate by the Beneficiary of annual requirements. To the extent permitted by applicable law, all monies paid to Beneficiary on account of assessments or insurance premiums may be commingled and invested with Beneficiary's own funds and, unless and to the extent required by law, shall not bear interest for Trustor. Beneficiary shall not exercise the rights granted in this Section 18 so long as all of the following conditions are met: 18.1 There is no default under the Agreement, this Deed of Trust or any other Transaction Documents; and 18.2 Trustor pays all assessments and insurance premiums prior to delinquency. 183 Upon Trustor's failure to comply with either of conditions (a) or (b), above, Beneficiary may, at its option, then or thereafter exercised, require Trustor to pay the additional sums described in this Section 18. RVPUB\DGW\674424.7 - 14 19. Trustoes Right to Contest Taxes Trustor shall have the right to contest any real property tax or special assessment, so long as: (a) no defaults exist under the Agreement, this Deed of Trust or any other Transaction Documents; (b) Trustor makes any payment or deposit or posts any bond as and when required as a condition to pursuing such contest; (c) Trustor commences such contest prior to such tax or assessment becoming delinquent and continuously pursues the same in good faith and with due diligence; (d) such contest or any -bond furnished by Trustor stays the foreclosure of any lien securing the payment of any such tax or assessment; and (e) Trustor pays any tax or assessment within ten (10) days following the date of resolution of such contest. 20. Report of Real Estate Transaction Trustor has made or provided for making, or will make or provide for making, on a timely basis, any reports or returns required-by state or local law relating to the Property, or the development of the Property, notwithstanding the fact that the primary reporting responsibility may fall on the Beneficiary, or other party. Trustor s obligations under this paragraph will be deemed to be satisfied, if proper and timely reports and returns required under this Section 20 are filed by a title company involved in each real estate transaction relating to the Property, but nothing contained in this Section 20 shall be construed to require such returns or reports to be filed by Beneficiary. 21. Leases With respect to any leases currently or hereafter relating to any portion of the Property, Trustor agrees that: 21.1 Prior to the execution of any such lease or rental agreement by the Trustor, the Trustor shall give the Beneficiary thirty (30) days written notice setting forth the identity of the tenant and the relevant terms of the proposed lease; 21.2 Each such lease shall comply with the covenants of the Trustor under the Agreement, this Deed of Trust and the other Transaction Documents; 21.3. Trustor shall fully comply with all of its obligations under all leases on the Property, so that the same shall not become in default and shall do all that is necessary to preserve the same in force; 21.4 Trustor shall not permit an assignment of any leases, or any subletting thereunder; Ml 21.5 Beneficiary and its . successors and assigns (including any purchaser at a foreclosure or trustee's sale) shall have the right, at its option, to recognize and continue in effect any such leasehold interest following any foreclosure or trustee's sale under this Deed of Trust. 22. Assignment of Leases Trustor hereby unconditionally and absolutely assigns, transfers and sets over unto Beneficiary, all leases, subleases, rental agreements, occupancy agreements, licenses, concessions, entry fees and other agreements that grant a possessory interest in all or any part of the Property, together with all rents, issues, deposits and .profits of the Property, together with the immediate and continuing right to collect and receive the same, for the purpose and upon the terms and conditions hereinafter set forth. Trustor further unconditionally and absolutely assigns, transfers and sets over unto Beneficiary all of its right, title and interest in and to any plans, drawings, specifications, permits, engineering reports and land planning maps, that RVPUBTGw\674424.7 15 - it now has or may hereafter acquire regarding any improvements now on or to be constructed upon the, Property. Beneficiary confers upon Trustor a license to collect and retain the rents, issues, deposits and profits of the Property, as they become due and payable, subject, however, to the right of Beneficiary upon a default under this Deed of Trust to revoke said license, at any time, in its sole discretion and without notice to Trustor. Beneficiary may revoke said license and collect and retain the rents, issues, deposits and profits of the Property assigned in this Deed of Trust to Beneficiary upon the occurrence of an Event of Default under this Deed of Trust or under any of the obligations secured by this Deed of Trust, and without taking possession of all or any part of the Property, and without prejudice to or limitation upon any of its additional rights and remedies granted pursuant to this Deed of Trust or pursuant to the Agreement or any other Transaction Documents, and Beneficiary shall, in its sole and absolute discretion, have the right to apply such income for the payment of all expenses or credit the net amount of income that it receives from the Property, to the indebtedness in the manner, order and amounts as Beneficiary shall determine. In the event the Beneficiary exercises or is entitled to exercise any of its rights or remedies under this Deed of Trust as a result of the default of the Trustor under the Agreement, and if any lessee, sublessee or assignee under any lease assigned under this Section 22 files or has filed against it any petition in bankruptcy or for reorganization or undertakes or is subject to similar action, Beneficiary shall have, and is hereby assigned by Trustor, all of the rights that would otherwise inure to the benefit of Trustor in such proceedings, including, without limitation, the right to seek "adequate protection" of its interests, to compel assumption or rejection of any such lease and to seek such claims and awards as may be sought or granted in connection with the rejection of any such lease. Unless otherwise agreed to by Beneficiary in writing, Beneficiary's exercise of any of the rights provided in this Section 22 shall preclude Trustor from the pursuit and benefit of any such rights, without any further action or proceeding of any nature. The foregoing assigrgnent shall not impose upon Beneficiary any duty to produce rents from the Property, and such assignment shall not cause Beneficiary to be a "mortgagee in possession" for any purpose. The rights granted in this Section 22 shall be in addition to and not in derogation of any similar or related rights granted to Beneficiary in any separate assignment of leases and rents. 23. Impairment of Security Trustor shall not, without first obtaining Beneficiary's written consent, assign any of the rents or profits of the Property or change the general nature or use of the Property or initiate or acquiesce in any zoning reclassification, or do, or suffer to be done, any act or thing that would impair the security of Beneficiary's lien upon the Property or the rents from the Property. Trustor shall not, without the prior written consent of Beneficiary, (i) initiate or support any zoning reclassification of the Property, seek any,variance under existing zoning ordinances applicable to the Property or use or permit the use of the Property in a manner that. would result in such use becoming a non - conforming use under applicable zoning ordinances; (ii) modify, amend or supplement any easement, reservation, restriction, covenant, condition or encumbrance pertaining to the Property; (iii) impose or consent to any restrictive covenant or encumbrance, upon the Property, execute or file any subdivision or parcel map affecting the Property or consent to the annexation of the Property to any municipality; or (iv) permit or suffer the Property to be used by the public or any person in such manner as might make possible a claim of any implied dedication or ,easement. 24. Defense of Suits Trustor shall appear in and defend any suit, action or proceeding that might affect the value, priority or enforceability of this Deed of Trust or the Property itself or the RVPUMDGw�674424.7 16. rights or powers of Beneficiary or Trustee, including any suits relating to damage to property or death or personal injuries, whether or not Trustor is ultimately found liable for any negligence or other wrongful conduct or inaction. Trustor, following mutual negotiations with Beneficiary, has waived and does hereby waive any immunity to such liability to Beneficiary under any industrial insurance or similar statute, to" the extent, such ' immunity would impair' Beneficiary's rights against Trustor. Should Beneficiary elect to appear in or defend any such action or proceeding or be made a party to any such action or proceeding:by reason of this Deed of Trust, or elect to prosecute such action as appears necessary to preserve the value, priority,or enforceability of this Deed of Trust or the Property itself, Trustor will at all times indemnify from and, on demand, reimburse Beneficiary and Trustee for, any and all loss, damage, expense or cost, including cost of evidence of title, expert witness fees and attorneys' fees, arising out of or incurred in connection with any such suit, action or proceeding, and any appeal or petition for review of any such suit, action, or proceeding and the sum of such expenditures shall be secured by this Deed of Trust with interest at the rate of 10% per annum and shall be due and payable on demand. Trustor shall pay all costs of suit, cost of evidence of title, expert witness fees and reasonable attorneys' fees in any action, proceeding or suit brought by Beneficiary to foreclose this Deed of Trust and in any appeal or petition for review of any such action, proceeding or suit.. 25. Assignments and Transfers Trustor acknowledges that Beneficiary relied upon Trustor's financial statements, credit history, business and real property managerial expertise and other factors personal to Trustor in entering into the Agreement, and Trustor covenants not to transfer any of the interest in'the Property or to permit the transfer of any interest in Trustor without first receiving Beneficiary's express written consent in each instance. , A breach of this covenant shall constitute a default under the Agreement and this Deed of Trust. All sums them due to Beneficiary by Trustor under this Deed of Trust or under the Agreement. may, at Beneficiary's option, be declared immediately due and payable if any Trustor's interests in the Property, or any part thereof, are sold or transferred, voluntarily or involuntarily, without Beneficiary's prior written consent.' 26. No Further Encumbrances Trustor acknowledges that Beneficiary relied upon the Property not being subject to additional liens or.encumbrances for reasons including, but not limited to, the possibility of competing claims or the promotion of plans disadvantageous to Beneficiary in bankruptcy; .the risks to Beneficiary in a junior lienholder's bankruptcy; questions involving the priority of future . advances, the priority -of future leases of the Property, the marshaling of Trustor's' assets, and the Beneficiary's' rights to determine I the application of condemnation awards and insurance proceeds; the impairment of the Beneficiary's option to accept a deed in lieu of foreclosure; the increased difficulty of reaching agreements for workouts or to the actions to be taken -by trustees, receivers, liquidators and fiduciaries; and Beneficiary's requirements of Trustor's preservation of its equity in the Property and the absence of debt that could increase the likelihood of Trustoi s being unable to perform its obligations when due. Therefore, as a principal inducement to Beneficiary to enter into the Agreement secured by this Deed of Trust, and with the knowledge that Beneficiary will materially rely upon this Section 26 in so doing, Trustor covenants not to encumber the Property without first receiving Beneficiary's express written consent in each instance, which consent may be withheld by Beneficiary in its sole discretion. A breach of this covenant shall constitute a default under the Agreement and this Deed of Trust, and Beneficiary may, exercise all remedies: available to Beneficiary under the Agreement or this Deed of Trust. Without limiting the generality of the foregoing, no mortgages, RVPUB\DGVA674424,7 17 deeds of trust or other forms of security interests prior or subordinate to the security interests of Beneficiary shall encumber any real or personal property that is the subject of any lien or security interest granted to Beneficiary under this Deed of Trust, without Beneficiary's prior written consent. 27. Event of Default An "Event of Default" shall have occurred upon the occurrence of any of the following events: 27.1 The Trustor or the Operator fails to perform any of the non - monetary covenants and conditions of the Promissory Note or Section 6.3 or Section 6.4 of the Agreement, and such failure is not cured to the Agency's reasonable satisfaction within thirty (30) days following written notice of the failure to the Trustor or the Operator from the Agency or the expiration of an applicable shorter cure period, set forth in the Promissory Note or the Agreement; provided, however, that for so long as the Trustor and the Operator are satisfying their joint and several obligations to cause the generation of both the Minimum Assessed Valuation and the Minimum Annual Sales Tax Amount or, alternatively, paying both the In -Lieu Tax Increment Payment and the In -Lieu Minimum Sales Tax Payment, no default under this Deed of Trust shall occur by virtue of any failure on the part of the Owner or the Operator to satisfy any of the other covenants of either Section 6.3 or Section 6.4. 27.2 The determination by the Agency that any representation, warranty, disclosure or statement of the Trustor or the Operator contained in the Agreement, the Promissory Note, this Deed of Trust or in any other writing delivered to the Agency in connection with the Agreement, the Promissory Note or this Deed of Trust, was incomplete, untrue or misleading in any material respect as of the date made. 27.3 The Trustor or the Operator fails to make any payment or deposit of funds required under the Promissory Note or Section 6.3 or Section 6.4 of the Agreement, following seven (7) days' written notice to the Trustor or the Operator from the Agency of such failure. 27.4 The Trustor or the Operator fails to comply with or to perform when due any term, obligation, covenant, or condition contained in the Promissory Note. 27.5 Failure of the Trustor to properly perform its obligations under this Deed of Trust, other than obligations specifically contained in Section 6.3 or Section 6.4 of the Agreement or in the Promissory Note and referenced in this Deed of Trust, by a date specified in this Deed of Trust or in a written notice to Trustor, if applicable, (which date specified shall not be less than ten (10) days nor greater than thirty (30) days from.the date of such notice, and shall be determined by the Agency in its sole discretion); provided, however, that: (i) if such default set forth in the notice cannot be cured by the date specified, (ii) Trustor commences to cure the default prior to the date specified in the notice, and (iii) Trustor diligently proceeds to cure the default thereafter; then the date specified in the notice shall be extended by any period reasonably necessary to complete the cure, but in no event for more than ninety (90) days after the date originally specified in the notice. 27.6 The condemnation, seizure or appropriation of, or the occurrence of an uninsured casualty with respect to, any material (as determined by the Agency) portion of the Property., RVPUB\DGV1\674424.7 18 27.7 The enactment of any law imposing upon the Agency the payment of the whole or any part of the taxes, assessments, charges or liens required to be paid by the Trustor under this Deed of Trust or changing, in any way, the laws relating,to the taxation of deeds of trust or debts secured by deeds of trust or the Agency's interest in the Property or the manner of collection of taxes so as to affect this Deed of Trust, the covenants of the Owner and the Operator under Section 6.3 or Section 6.4 of the Agreement or the obligations of the Owner or the Operator under the Promissory Note or the holder thereof or imposing a tax, other than a Federal or state income tax, on or payable by Trustee (as defined in this Deed of Trust) or the Agency by reason of their ownership of this Deed of Trust or any related documents and, in such event, the Trustor, after demand by the Agency, does not such taxes or assessments or reimburse the Agency for such taxes and assessments or, in the opinion of counsel for the Agency, it might be unlawful to require the,Trustor to make such payment or the making of such payment might result in the imposition of interest costs beyond the maximum amount permitted by applicable law. 27.8 The occurrence of a default by the Trustor under any of the contracts or agreements assigned to the Agency under this Deed of Trust, where such default is not cured within the applicable cure period, if any, or the failure of the Trustor to diligently enforce its rights and remedies under such contracts and agreements upon the default of any other parry to such contracts or agreements. 27.9 There occurs any event of dissolution, reorganization or termination of the Trustor or the Operator that adversely and materially affects the operation or value of the Expansion Site, the Expansion Project;.the Dealership or the Dealership Site and such event is not corrected within five (5) days following written notice of such event from the Agency to the Trustor or the Operator. 27.10 1 The Trustor or the Operator sells, transfers, hypothecates; encumbers or assigns any of its interest in the Property or any portion of the Property, or violates any provision of Section 6.6 of the Agreement, whether voluntarily or involuntarily or by operation of law, prior to payment in full of all principal and accrued interest under the Promissory Note. 27.11 The Trustor or the Operator defaults under'any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect the Trustor's ability to repay the Promissory Note or the ability of the Trustor or the Operator :.to perform their, respective, other obligations under the Agreement, the Promissory Note or this Deed of Trust. 27.12 Any creditor attempts to take or sell any of the Trustor's or the Operator's property on or in which the Agency has ' a lien or security interest securing repayment or performance of the Trustor's or the Operator's obligations under Section 6.3 or Section 6.4 of the Agreement, the Promissory Note, or this Deed of Trust. 27.13 A material adverse change occurs in the Trustor's or the Operator's financial condition, or the Agency believes the prospect of payment or performance of the indebtedness evidenced by the Promissory Note that is secured by this Deed of Trust is materially impaired. 27.14 The Trustor onthe Operator becomes insolvent or generally is not paying its debts as they become due, as defined in the United States Bankruptcy Reform Act, as amended from RvrvB \Dcww74424.7 19 time to time (which Act, as amended, is referred to in this Deed of Trust as the 'Bankruptcy Code "), or shall file a voluntary petition in bankruptcy seeking to effect a reorganization plan or other arrangement with creditors or any other relief under the Bankruptcy Code or under any other state or federal law relating to bankruptcy or other relief for debtors, whether now or hereafter in effect, or shall consent to or suffer the entry of any order for relief in any involuntary case under the Bankruptcy Code, or shall be the defendant or subject of any involuntary petition filed under the Bankruptcy. Code that is not dismissed within ninety (90) days of the filing of such petition, or shall make an assignment for the benefit of creditors. 27.15 Any court (or similar tribunal) having jurisdiction over either the Trustor, the Operator, any of the Property or other property of either the Trustor or the Operator shall enter a decree or order appointing a receiver, trustee, guardian, conservator, assignee in bankruptcy or insolvency of the Trustor, of the Operator, of any of the Property, of any other real property of the Trustor or the Operator, of any other significant asset of the Trustor or the Operator, or shall enter a decree or order for relief in any involuntary case under the Bankruptcy Code. 27.16 The entry of any final ' judgment or arbitration award against the Trustor or the Operator that is.not paid or stayed pending appeal, or the sequestration or attachment of, or any levy or execution upon (i) any of the Property, (ii) any other collateral provided by the Owner, the Operator or any other person under this Deed of Trust or as security for performance under the Agreement or the Promissory Note, or (iii) any significant portion of the other assets of the Trustor or the Operator, that is not released, expunged or dismissed prior to the earlier of (10) days after such sequestration, attachment or execution or five (5) days before the sale of any such assets. 27.17 The Trustor or the Operator shall dissolve, liquidate or wind up its affairs or shall bring any legal action or take any other action contemplating such dissolution, liquidation or winding up. 27.18 The Trustor or the Operator suspends or terminates its legal status or is not, authorized by the Secretary of State of the State of California to transact business in California. 27.19 Trustor acknowledges and agrees that all material non - monetary defaults are conclusively deemed to be and are defaults impairing the security of this Deed of Trust, and that Beneficiary shall be entitled to exercise any appropriate remedy, including, without limitation, foreclosure of this Deed of Trust, upon the occurrence of any such material non - monetary default. 28. Rights and Remedies on Default Upon the occurrence of any Default or Event of Default under this Deed of Trust and at any time thereafter, Trustee or Beneficiary may exercise any one or more of the following rights and remedies: 28.1 Remedies in the Agreement Beneficiary may exercise any right or remedy provided for in the Agreement, this Deed of Trust or any other Transaction Documents; 28.2 Acceleration Beneficiary may declare all performances or sums secured by this Deed of Trust immediately due and/or payable; RVPUB%DGM674424.7 20 28.3 Foreclosure Rights Beneficiary may declare all performances or sums secured by this Deed of Trust immediately due and/or payable either by commencing an action to foreclose this Deed of Trust as 'a mortgage, or by the delivery to Trustee of a written declaration of default and deman& for sale and -of written notice of default and of election to cause the Property to be sold, which notice Trustee shall cause to be duly filed for record.in case of foreclosure by exercise of the power of sale contained in this Deed of Trust. Should Beneficiary elect to foreclose by exercise of the power of sale contained in this Deed of Trust, Beneficiary shall also deposit with Trustee this Deed of Trust, and any receipts and evidence of expenditures made and secured by this Deed of Trust as Tru stee may require, and notice of sale having been given as then required by law and after lapse of such time as may then be required by law after recordation of such notice of default, Trustee, without demand on Trustor, shall sell the Property at the time and place of sale fixed by Trustee`in'said notice of sale, either as a whole or in separate parcels, and in such order as it may determine, at public auction to the highest bidder upon any terms and conditions specified by Beneficiary and permitted by applicable law. Trustee may postpone sale, of all or any portion of the Property by public announcement of such time and place of sale, and from time to time thereafter may postpone such sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to any purchaser its deed or deeds conveying the Property, or any. portion thereof, so sold, but without any covenant or warranty, express or implied. The recitals in such deed or deeds of any matters or facts, shall be conclusive proof of ` the truthfulness thereof. Any person, including Trustor, Trustee or Beneficiary, may purchase all or any portion of the Property, as applicable, at sale. 28.4 Right to Rescind Beneficiary, from time 'to time before Trustee's sale, may rescind any such notice of breach or default and of election to cause the Property to be sold by executing and delivering to Trustee a written notice of such rescission, which notice, when recorded, shall also constitute a cancellation of any prior declaration of default and demand for sale. The exercise by Beneficiary of such right of rescission shall not constitute a waiver of any breach or default then existing or subsequently occurring, or impair the right of Beneficiary to execute and deliver to Trustee, as provided in this Section 28, other declarations of default and demand for sale,, and notices of breach or default, and of election to cause the Property to be sold to satisfy the obligations secured by this Deed of Trust, nor otherwise affect any provision, agreement, covenant or condition of the Agreement and/or of this Deed of Trust or any, of.the rights; obligations or remedies of the parties under this Deed of Trust. 28.5 UCC Remedies Beneficiary shall have all the rights and remedies of a secured party under the California Commercial Code, including, without limitation, Section 9501(4) of the California Commercial Code. Upon request, Trustor shall assemble and make such collateral available to Beneficiary at a place to be designated by Beneficiary that is reasonably convenient to both Beneficiary and Trustor., Upon repossession, Beneficiary may propose to retain the collateral'in partial satisfaction of the Obligations or sell the,collateral at public or private sale in accordance with the California Commercial Code or any other applicable statute. Such sale may be held as a part of, distinctive from or without a trustee's sale or foreclosure of the real property secured by this Deed of Trust. If any notification of disposition of all or any, portion of the collateral is required by law, such notification shall be deemed reasonably and properly given, if mailed at least ten (10) days prior to such disposition. If Beneficiary disposes of all or any part of such the collateral after default, the proceeds of disposition shall be applied in the following order: RVPUB \DGw\674424.7 _ 21 (a) to the reasonable expenses of retaking, holding, preparing for sale, selling the collateral, and the like; (b) to the reasonable attorneys' fees and legal expenses incurred by Beneficiary; and (c) to the satisfaction of the Obligations secured by this Deed of Trust. 28.6 Remedial Advances Should Trustor fail to make any payment or to do any act as required by this. Deed of Trust, then Beneficiary or Trustee, without obligation so to do and . without demand upon Trustor and without releasing Trustor from any obligation under this Deed of Trust, may (i) make or do the.same in such manner and to such extent as either may deem necessary. to protect the security hereof, Beneficiary or Trustee being authorized to enter upon the Property for such purposes; (ii) commence, appear in and defend any action or proceeding purporting to affect the security of this Deed of Trust or the rights or powers of Beneficiary or Trustee, (iii) pay, purchase, contest or compromise any encumbrance, charge, lien, tax or assessment, or the premium for any policy of insurance required in this Deed of Trust; and in exercising any such power, incur any liability, expend whatever amounts in its absolute discretion it may deem necessary therefor, including cost of evidence of title, employ counsel and pay such counsel's fees. Beneficiary shall be subrogated to the rights and lien interests of any person who is paid by Beneficiary pursuant to the terms of this Section 28.6. Trustor shall repay immediately on written notice to Trustor all sums expended or advanced under this Deed of Trust by or on behalf of Beneficiary, with interest from the date of such advance or expenditure at the rate of 10% per annum, and the repayment of such sums shall be secured by this Deed of Trust. 28.7 Summary Possession Beneficiary may, at its option, either in person or by agent, employee or court- appointed receiver, enter upon and take possession of the Property and continue any work of improvement, repair or renovation of the Property at Trustor s expense and lease the same or any part of the Property, making such alterations as it finds necessary, and may terminate in any lawful manner any lease(s) of the Property, exercising with respect to any such lease(s) any right or option available to the Trustor. The entering upon and taking possession of the Property, the collection of rents, issues and profits, or the proceeds of fine and other insurance policies or compensation or awards for any taking or damage to the Property, and the application or release thereof shall not cure or waive any default or notice of default under this Deed of Trust or invalidate, any act done pursuant to such notice. 28.8 Collection of Rents Beneficiary may require any tenant or other user of the . Property to make payments of rent or use fees directly to Beneficiary, regardless of whether Beneficiary has taken possession of the Property. If any rents are collected by Beneficiary, then Trustor hereby irrevocably designates Beneficiary as Trustor s attorney -in -fact to endorse instruments received in payment of rents or use fees regarding the Property in the name of Trustor and to negotiate the same and collect the proceeds. Payments by tenants or other users of the Property to Beneficiary in response to Beneficiary's demand shall satisfy the obligation for which the payments are made, whether or not any proper grounds for the demand existed. Beneficiary may exercise its rights under this Section 28.8 either in person, by agent or through a receiver. RVPUMJ)GW\674424.7 22 28.9 Beneficiary's Enforcement of Leases Beneficiary is hereby vested with full power to use altmeasures, legal and equitable, deemed necessary or proper by Beneficiary to collect the rents assigned in this Deed of Trust, including the right, in person or by agent, employee or court- appointed receiver, to enter upon the Property, or any part of the Property, and take possession thereof forthwith to the extent necessary to effect the cure of any default on the part of Trustor as lessor in any.leases or upon Trustor's default under the Obligations. Trustor hereby grants to Beneficiary full power and authority to exercise all rights, privileges and powers granted in this Deed of Trust at any and all times hereafter, without notice to Trustor, including the right to operate and manage the Property, make and amend leases and perform any other acts reasonably necessary to protect the value, priority or enforceability of any security for the obligations of the Trustor under the Obligations and use. and apply all of the rents and other income assigned under this Deed of Trust to the payment of the costs of exercising such remedies, of managing and'operating the Property, and of any indebtedness or liability of Trustor to Beneficiary, including but not limited to the payment of taxes, special assessments, insurance premiums, damage claims, the costs of maintaining, repairing rebuilding and restoring any improvements on 'the Property or of making the same rentable, attorneys' fees incurred in connection with the enforcement of this Deed of Trust, and "any principal and interest payments . due from Trustor to Beneficiary under the Obligations and this Deed of Trust, all in such order as Beneficiary may determine. Beneficiary shall be under no obligation to enforce any of the rights or claims assigned to it under this Deed of Trust or to perform or carry out any of the obligations of the lessor under any leases and does not assume any of the liabilities in, connection with or arising or growing out of the covenants and agreements of Trustor in any leases. It is further understood that this Deed, of Trust shall notoperate to place responsibility for the control, care, management or repair of the Property, or parts of the Property, upon Beneficiary nor shall it operate to make Beneficiary liable for the carrying out of any of the terms and conditions of any leases, or for any waste .of the Property by the lessee under any leases or by any other party, or for any dangerous or defective condition of the Property or for any negligence in the management, upkeep repair or control of the Property resulting in loss or injury or death to any lessee, invitee, licensee, employee or stranger, except as may result from the gross negligence or willful misconduct of Beneficiary after taking possession of the Property under this Deed of Trust. 28.10 Beneficiarys Enforcement of Contracts Beneficiary shall have the right to enforce Trustor's rights under all architect, engineering, construction, and related contracts and to bring an action for the breach of any such contracts in the name of Beneficiary or, at Beneficiary's option, in the name of Trustor, in the event any architect, engineer, contractor or other party breaches their respective contract or contracts, ,regardless of whether Beneficiary acquires or retains any interest in the Property. Trustor hereby irrevocably appoints Beneficiary as its attorney -in -fact for the purposes of the foregoing, which power shall be durable and coupled with an interest. Beneficiary does not assume and shall not be obligated to perform any of Trustor's obligations under said contracts nor shall Beneficiary be required to enforce such contracts or bring action for the breach of any such. contracts; provided however, any performance of the respective contracts specifically required by the Beneficiary in writing, following any default by Trustor under the Obligations or the contracts, and which is properly and timely. undertaken by the contractor, engineer or architect, shall be paid for by the Beneficiary in accordance with the terms and conditions of the contracts. Such payments shall be deemed additions to the amounts owed by Trustor to the Beneficiary under the Obligations and RVPU9Ocw\674424.7 . 23 secured by this Deed of Trust and shall bear interest at the rate of 10% per annum from the date of advance to and including the date of full payment, and shall be secured by any deed of trust, collateral assignment of leases and rents, security agreement and other documents granted to secure the Obligations. 28.11 Appointment.of Deceiver Beneficiary has the right to have a receiver appointed to take possession of any or all of the Property, with the power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, to collect the income from the Property and apply the proceeds, over and above the cost of the receivership, against the Obligations. The receiver may serve without bond, if permitted by law. Beneficiary's right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Obligations secured by this Deed of Trust by a substantial amount. Employment by Beneficiary shall not disqualify a person from serving as a receiver. Upon taking possession of all or any part of the Property, the receiver or Beneficiary may: (i) use, operate, manage, control and conduct business on the Property and make expenditures for all maintenance and improvements as in its judgment are necessary and proper; (ii) collect the income from the Property and apply such sums to the expenses of use, operation and management; and (iii) at Beneficiary's option, complete any construction in progress on the Property, and in that connection pay bills, borrow funds, employ contractors and make any changes in plans or specifications as Beneficiary deems reasonably necessary or appropriate. If the revenues produced by the Property are insufficient to pay expenses, the receiver may borrow, from Beneficiary or otherwise, as Beneficiary may deem reasonably necessary for the purposes stated in this Section 28.11. The amounts borrowed or advanced shall be payable on demand and bear interest from the date of expenditure until repaid at the rate of 10% per annum. Such sums shall become a part of the debt secured by this Deed of Trust. 28.12 Specific Enforcement Beneficiary may specifically enforce any covenant in this Deed of Trust or the Trustors compliance with its warranties in this Deed of Trust and may restrain or enjoin the breach or prospective breach of any such covenant or the noncompliance with any condition and Trustor waives any requirement of the posting of any bond in connection with such enforcement, restraint or injunction. 28.13 General Creditors' Remedies Beneficiary shall have such other rights and remedies as are available under any statute or at law or in equity, generally, and the delineation of certain remedies in this Deed of Trust shall not be deemed in limitation of any other remedies of Beneficiary. 29. AI)1lication of Sale Proceeds After deducting all costs and expenses of Trustee and of this Deed of Trust, including cost of evidence of title and reasonable attorneys' fees in connection with sale, as above set forth, Trustee shall apply the proceeds of sale to payment of all sums expended under the terms of this Deed of Trust, not then repaid, with accrued interest at the rate of 10% per annum; all other sums then secured by this Deed of Trust; and the remainder, if any, to the Beneficiary and any other person or persons legally entitled to such proceeds of sale. 30. Remedies Cumulative No remedy conferred upon or reserved to Trustee or Beneficiary . in this Deed of Trust is intended to be exclusive of any other remedy provided in this Deed of Trust or under the Agreement or any other Grant Documents, or otherwise by law provided or RVPUMDGW167"24.7 24 permitted, or provided in any guaranty given in connection with the Obligations, but each shall be cumulative and shall be in addition to every other remedy. Every power or remedy given by this Deed of Trust to Trustee or Beneficiary or to which either of them may be otherwise entitled; may be exercised concurrently or independently, from time to time and as often as may be deemed expedient by Trustee or Beneficiary and either, of them may pursue inconsistent remedies. 31. No Waiver No waiver of any default or failure or delay to exercise any right or remedy by Beneficiary or Trustee shall operate as a waiver of any other default or of the same default in the future or a preclusion of any right or remedy with respect to the same or any other occurrence. 32. Marshaline In case of a sale under this Deed of Trust, the Property, real, personal and mixed, may be sold in one or more parcels. Neither Trustee nor Beneficiary shall be required to marshal Trustor's assets. 33. SUBMISSION TO JURISDICTION. 33.1 TRUSTOR, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY KNOWINGLY, INTENTIONALLY AND .VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, (A) SUBMITS TO PERSONAL JURISDICTION IN THE STATE OF CALIFORNIA OVER ANY SUIT, ACTION OR PROCEEDING BY ANY PERSON'ARISING FROM OR RELATING TO THIS DEED OF TRUST, (B) AGREES THAT ANY SUCH ACTION, SUIT OR PROCEEDING MAY BE BROUGHT .IN ANY STATE OR .FEDERAL COURT OF COMPETENT JURISDICTION SITTING IN LOS ANGELES COUNTY; CALIFORNIA, (C) SUBMITS TO THE JURISDICTION OF SUCH COURTS, AND, (D) TO THE FULLEST EXTENT PERMITTED BY LAW, AGREES THAT IT WILL NOT BRING ANY ACTION, SUIT OR PROCEEDING IN ANY FORUM OTHER THAN LOS .ANGELES COUNTY, CALIFORNIA (BUT NOTHING IN THIS'DEED OF TRUST SHALL AFFECT THE RIGHT OF BENEFICIARY TO BRING ANY ACTION, SUIT OR PROCEEDING IN ANY OTHER FORUM). TRUSTOR FURTHER CONSENTS AND AGREES TO SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING BY REGISTERED OR CERTIFIED U.S. MAIL, POSTAGE PREPAID, TO THE TRUSTOR AT THE ADDRESS FOR NOTICES SET FORTH IN THIS DEED OF TRUST, AND CONSENTS AND AGREES THAT SUCH .SERVICE SHALL CONSTITUTE IN EVERY RESPECT VALID AND EFFECTIVE SERVICE (BUT NOTHING IN THIS. DEED OF TRUST SHALL AFFECT THE VALIDITY OR EFFECTIVENESS OF PROCESS SERVED IN ANY OTHER MANNER PERMITTED BY LAW). 33.2 TRUSTOR; TO THE FULLEST EXTENT PERMITTED . BY LAW, HEREBY KNOWINGLY, 'INTENTIONALLY AND' VOLUNTARILY, WITH AND UPON THE ADVICE OF COMPETENT COUNSEL, WAIVES, RELINQUISHES AND FOREVER FORGOES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO THIS DEED OF TRUST OR ANY CONDUCT, ACT OR OMISSION OF BENEFICIARY, RVPUB\DGW'674424.7 25 TRUSTEE OR TRUSTOR, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. 34. Trustor's Indemnification Trustor agrees to indemnify and hold harmless Trustee and Beneficiary from and against any and all losses, liabilities, penalties, claims, charges, costs and expenses (including attorneys' fees and disbursements) (the "Losses ") that may be imposed on, incurred or paid by or asserted against Trustee and/or Beneficiary by reason or on account of, or in connection with: (a) any default by Trustor under this Deed of Trust or the Agreement; (b) Trustee's and/or Beneficiary's good faith and commercially reasonable exercise of any of their rights and remedies or the performance of any of their duties under this Deed of Trust or under any other documents to which Trustor is a party; (c) the construction, reconstruction or alteration of the Property; (d) any negligence, willful misconduct or failure to act of Trustor, or any negligence, willful misconduct or failure to act of any lessee of the Property, or any of their respective agents, contractors, subcontractors, servants, employees, licensees or invitees; or (e) any accident, injury, death or damage to any person or property occurring in, on or about the Property or any street, drive, sidewalk, curb or passageway adjacent to the Property, except for the willful misconduct or gross negligence of the indemnified person; or (f) any failure of Trustor to file any tax reports or returns referred to in this Deed of Trust. The indemnity provided under subsection (f) of this Section 34 shall also extend to counsel for the Beneficiary. Any amount payable to Trustee, Beneficiary or counsel for Beneficiary under this Section 34 shall be due and payable within ten (10) days after demand for payment of such amount and receipt by Trustor of a statement from Trustee, Beneficiary and/or counsel for Beneficiary setting forth in reasonable detail the amount claimed and the basis for such amount, and such amounts shall bear interest at the rate of 10% per annum from and after the date such amounts are paid by Beneficiary, Trustee or counsel for Beneficiary, until paid in full by Trustor. Trustor's obligations under this paragraph shall not be affected by the absence or unavailability of insurance covering the same or by the failure or refusal by any insurance carrier to perform any obligation on its part under any policy of insurance. If any claim, action or proceeding is made or brought against Trustor and/or Beneficiary that is subject to the indemnity set forth in this Section 34, Trustor shall resist or defend against the same, if necessary, in the name of Trustee and/or Beneficiary, with attorneys for Trustor's insurance carrier (if the same is covered by insurance) or otherwise by attorneys approved by Beneficiary. Notwithstanding the foregoing, Trustee and Beneficiary, in their reasonable discretion, may engage their own attorneys to resist or defend, or assist therein; and Trustor shall pay, or, on demand, shall reimburse Trustee and Beneficiary for the payment of the reasonable fees and disbursements of said attorneys. The indemnity provided for in this Section 34 shall survive Trustor's performance of the Obligations secured by this Deed of Trust and foreclosure, whether by judicial foreclosure, power of sale pursuant to this Deed of Trust or by deed in lieu of foreclosure. 35. Attorneys' Fees: Costs Trustor agrees to reimburse Beneficiary for all costs, expenses expert witness and consulting fees and reasonable attorneys' fees that Beneficiary incurs in connection with the realization or enforcement of any obligation or remedy contained in this Deed of Trust, the Agreement or any other Transaction Documents, with or without litigation, including without limitation any costs, expenses and fees incurred: (a) on appeal; (b) in any arbitration or mediation; (c) in any action contesting or seeking to restrain, enjoin, stay, or postpone the exercise of any remedy in which Beneficiary prevails; (d) in any bankruptcy, probate, receivership or other proceeding involving Trustor; and (e) in connection with all RVPUE\DGWW4424.7 26 negotiations, documentation, and other actions relating to any work -out, compromise, settlement or satisfaction of the debt secured by this Deed of Trust or settlement of any covenants and obligations secured by this Deed of Trust or set forth in the Agreement or any other Transaction Documents. For the purposes of this Deed of Trust, the words "reasonable attorneys' fees" shall mean and include the salaries and fringe benefits of the City,Attorney and lawyers employed by the City Attorney of the City of Arcadia, computed on a hourly basis, who may provide legal services to the Beneficiary in connection with the exercise by the Beneficiary of any of its remedies under this Deed of Trust. All such costs, expenses and fees shall be due and payable upon demand, `shall bear interest from the date incurred through the date of collection at the rate of 10 6 /o per annum, and `shall be secured by this Deed of Trust. 36. Acceptance by Trustee Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged; is made a public record, as provided by law. 37. Successor Trustee Trustee may resign by an instrument, in writing addressed to Beneficiary, or Trustee maybe removed at any time with or without cause by an instrument in writing executed by Beneficiary and duly recorded. In case of the death, resignation, removal or disqualification of Trustee or if for any reason Beneficiary shall deem it desirable to appoint a substitute or successor trustee to act instead of Trustee named in this Deed of Trust or any substitute or successor trustee, then Beneficiary shall have the right and is hereby authorized and empowered to appoint a, successor trustee, or a substitute trustee, without other formality than appointment and designation in writing executed and acknowledged by Beneficiary and the recordation of such writing in the office where this Deed of Trust is recorded, and such authority shall extend to the appointment of other successor and substitute trustees successively. Such appointment and designation by Beneficiary shall be full evidence of the right and authority to make the same and of all facts therein recited. If such appointment is executed on behalf of Beneficiary by an officer of Beneficiary, such appointments shall be conclusively presumed to be executed with authority and shall be valid and sufficient without proof of any action by the Trustee or any officer of Beneficiary. Upon the making of such appointment and designation, all of the estate and title of Trustee in the Property shall vest in the named successor . or substitute trustee and it shall thereupon succeed to and shall hold, possess and execute all the rights, powers, privileges, immunities and duties conferred upon Trustee in this Deed of Trust; but, nevertheless, upon the written request of Beneficiary or of the successor substitute trustee, the Trustee shall execute and deliver an instrument transferring to such successor or substitute trustee all of the estate and title in the Property of the trustee so ceasing to act, together with all the rights, powers, privileges, immunities and duties conferred upon Trustee in this Deed of Trust, and shall duly assign, transfer and deliver any of the properties and moneys held by the Trustee under this Deed of Trust to said successor or substitute, trustee. All references in this Deed of Trust to Trustee shall be deemed to refer to any trustee (including any successor or substitute, appointed and designated, as provided in this Deed of Trust) from time to time acting under this Deed of Trust. Trustor hereby ratifies and confirms any and all acts that Trustee named in this Deed of Trust or its successor or successors, substitute or substitutes, in this Deed of Trust, shall do lawfully by virtue of this Deed of Trust. 38, Reconveyance 38.1. Upon written request of Beneficiary, stating that all performances and sums secured by this Deed of Trust have been satisfied and paid, and upon surrender of this Deed of RVPUBOGW\674424.7 27 Trust to Trustee for cancellation and retention, and upon payment of its fees, Trustee shall . reconvey, without warranty, the Property then held under this Deed of Trust. The recitals in any reconveyance executed under this Deed of Trust of any matters or facts shall be conclusive proof of the truthfulness of such matters. The grantee in such reconveyance may be described as "the person or persons legally entitled thereto." 39. No Releases The Property shall not be released from the lien of this Deed of Trust and no person shall be released from liability under the Agreement or any other obligation secured by this Deed of Trust, except in the manner specified in this Deed of Trust. Without affecting the liability of any other person for the payment and performance of any obligation secured by this Deed of Trust (including Trustor should it convey said Property) and without affecting the lien or priority of this Deed of Trust upon any Property not released, Beneficiary may, without notice, release any person so liable, extend the maturity or modify the terms of any such obligation, grant other indulgences, make future or other advances to Trustor or any one or more parties comprising Trustor, assign or in any manner transfer this. Deed of Trust, release or reconvey or cause to be released or reconveyed at any time all or part of the said Property described in this Deed of Trust, take or release any other security or make compositions or other arrangements with debtors. Beneficiary may also accept additional security, either concurrently with this Deed of Trust or thereafter, and sell same or otherwise realize thereon, either before, concurrently with, or after sale under this Deed of Trust. 40. . Beneficiary's Consents At any time, upon written request of Trustor, Trustor's payment of Beneficiary's fees and presentation of this Deed of Trust (in case of full reconveyance, for cancellation and retention), without affecting the liability of any person under the Agreement, the Beneficiary may for the purposes of accommodating the Trustor's construction of the Expansion Project, as defined in the Agreement, on the Lands: (a) consent to the making of any map or plat of the Property, (b) join in granting any easement or creating any restriction on the Lands, (c) join in any other agreement affecting this Deed of Trust or the lien or charge of this Deed of Trust, and (d) reconvey, without warranty, all or any part of the Property. 41. Further Assurances Trustor, from time to time, within fifteen (15) days after request by Beneficiary, shall execute, acknowledge and deliver to Beneficiary, such chattel mortgages, security agreements or other similar security instruments, in form and substance reasonably satisfactory to Beneficiary, covering all property of any kind whatsoever owned by Trustor or in which Trustor has any interest which, in the reasonable opinion of Beneficiary, is essential to the operation of the Property covered by this Deed of Trust. Trustor shall further, from time to time, within fifteen (15) days after request by Beneficiary, execute, acknowledge and deliver any financing statement, renewal, affidavit, certificate, continuation statement or other document as Beneficiary may reasonably request in order to perfect, preserve, continue, extend or maintain the security interest under, and the priority of, this Deed of Trust and the priority of each such chattel mortgage or other security instrument. Trustor further agrees to pay to Beneficiary on demand all reasonable costs and expenses incurred by Beneficiary in connection with the preparation, execution, recording, filing and refiling of any such instrument or document, including the charges for examining title and the attorneys' fees for rendering an opinion as to priority of this Deed of Trust and of such chattel mortgage or other security instrument as a valid and subsisting lien. However, neither a request so made by Beneficiary, nor the failure of Beneficiary to make such request shall be construed as a release of such Property, or any part of such Property, from the conveyance of title under this Deed of Trust, it being understood and RVPUB\DGW\674424.7 28 agreed that this covenant and any such chattel mortgage, security agreement or other similar security instrument delivered to Beneficiary are cumulative and given as additional security. 42. Time of Performance Time is of the essence of this Deed of Trust in connection with all obligations of the Trustor in this Deed of Trust and under the Agreement. 43. - Notices The undersigned Trustor requests that a copy of any Notice of Default or Notice of Sale under this Deed of Trust be mailed to it at its address as set forth in this Deed of Trust. Any notices to be given to Trustor by Beneficiary under this Deed of Trust shall be sufficient, if personally delivered or. mailed, postage prepaid, to the, address of the Trustor set forth in this Deed of Trust, or to such other address that Trustor has requested in writing to Beneficiary. Any time period provided in the giving of any notice under this Deed of Trust shall commence upon the date such notice is delivered or deposited with the United.States,Postal Service for delivery by regular first -class postage pre -paid mail, as officially recorded on the certified mail receipt. 44. Beneficiary's Right to Inspect Beneficiary and its agents and representatives may enter upon the Property at all reasonable times to attend to Beneficiary's interest and to inspect the Property. 45. Reports and Statements Trustor shall deliver to Beneficiary, within ninety (90) days after the end of each of Trustor s fiscal years, and within twenty (20) days after Beneficiary's request, following an Event of Default reasonably detailed operating statements and occupancy reports in a form satisfactory to Beneficiary covering the Property, both certified as correct by Trustor. At Beneficiary's option, after an Event of Default, such operating statements shall be prepared by an independent certified public accountant at Trustor's expense. If Beneficiary so requests, such statements shall specify, in addition to other information requested by Beneficiary, the rents and profits received from the Property, the disbursements made for such period, the names of the tenants of the Property and a summary of the terms of the respective leases or. the rental arrangements. Trustor shall permit Beneficiary or its representative to examine all books and records pertaining to the Property, and shall deliver to Beneficiary all financial statements, credit reports, and other documents pertaining to the financial condition and obligations of Trustor and any tenants of the Property, and rental, income, and expense statements, audits, and tax returns relating to the Property.: 46. Assignment by Beneficiary: Participation Beneficiary may assign this Deed of Trust in whole or in part to any person and may grant participations in any of its rights under this Deed of Trust, without notice and without affecting Trustors liability under this Deed of Trust. In connection,with any proposed assignment, participation or similar arrangement, Beneficiary may make available to any person all credit and financial data furnished or to be furnished to Beneficiary.by Trustor. Trustor agrees to provide to the person designated by Beneficiary any information as such person may reasonably require to form a decision regarding the proposed assignment, participation or other arrangement., Trustor may not assign this Deed of Trust to any person at any time, except in connection with a transaction approved in writing by Beneficiary, under the terms of this Deed of Trust. 47. Legal Relationships The relationship between Beneficiary and Trustor is similar to that of lender and borrower, and no partnership, joint venture, or other similar relationship shall be inferred from this Deed of Trust. Trustor shall not have the right or authority to make RVPUa\DGW\674424.7 29 . representations, to act, or to incur debts or liabilities on behalf of Beneficiary. Trustor is not executing this Deed of Trust as an agent or nominee for an undisclosed principal, and no third party beneficiaries are or shall be created by the execution of this Deed of Trust, other than by the assignment by Beneficiary of this Deed of Trust. 48. Modification This Deed of Trust may be amended, modified, changed or vaned only by a written agreement signed by each of Trustor, Beneficiary and Trustee.. No requirement of this Deed of Trust may be waived, at any time, except in a writing signed by Beneficiary and any such waiver shall be effective only as to its terms and on a single occasion. Neither, Beneficiary's delay. or omission in exercising any right, power or remedy under this Deed of Trust upon default of Trustor nor Beneficiary's failure to insist upon strict performance of any of the covenants or agreements contained in this Deed of Trust shall be construed as a waiver of any such right, power, remedy, covenant or agreement or as an acquiescence in Trustor's breach or default. 49. Successors Subject to the prohibitions against Trustor's assignments in this Deed of Trust, this Deed of Trust shall inure to the benefit of and bind the Trustor, Beneficiary and Trustee, their successors, estates, heirs, personal representatives and assigns. 50. Partial Invalidity If a court of competent jurisdiction finally determines that any provision of this Deed of Trust is invalid or unenforceable, the court's determination shall not affect the validity or enforceability of the remaining provisions of this Deed of Trust. In such event, this Deed of Trust shall be construed as if it did not contain the particular provision that was determined to be invalid or unenforceable. No such determination shall affect any provision of this Deed of Trust to the extent that it is otherwise, enforceable under the laws of any other applicable jurisdiction. 51. Mutual Negotiation Beneficiary and Trustor confirm that they have mutually negotiated this Deed of Trust and that none of the terms or provisions of this Deed of Trust shall be construed against either party. 52. Paragraph Headings The section headings in this Deed of Trust are for convenience only and in no way define, limit, extend, or describe the scope or intent of this Deed of Trust or any of its provisions. 53. Applicable Law This Deed of Trust and the respective rights of the Trustor, Beneficiary or Trustee under this Deed of Trust shall be governed by, construed and enforced in accordance with the laws of the State of California. 54. Entire Agreement This Deed of Trust, the Agreement, and any other Transaction Documents, including any exhibits or addenda, contains the entire agreement of the Trustor, Beneficiary and Trustee with respect to the subject matter of this Deed of Trust. 55. Counterparts This Deed of Trust may be executed by the officers, members and/or principals of the Trustor in two or more counterparts, all of which together shall constitute one and the same instrument and lien. The signature pages of exact copies of this Deed of Trust may be attached to one copy to form one complete document. Additional copies of this Deed of Trust RVPUB\DGW\674424.7 30 may be executed in counterparts and recorded in two or more counties, all of which shall constitute one and the same instrument and lien. 56. Fixture Filing and Recording This Deed of Trust constitutes a financing statement filed as a fixture filing under California Commercial Code. Section 9502(c), as amended or recodified from time to time. This Deed of Trust is to be recorded in the real estate records of Los: Angeles County, California, and covers goods that are, or are to become, fixtures. 57. Survival of Representations and Warranties All of Trustor's representations and warranties contained in this Deed of Trust shall be true and correct at all times during the term of the Agreement, until full. performance or repayment of the Obligations and release and reconveyance of this Deed of Trust: IN WITNESS WHEREOF, Trustor hereby duly executes this Deed of Trust as of the day and year first above written, TRUSTOR PAUL P. RUSNAK, TRUSTEE OF THE PAUL P. RUSNAK FAMILY TRUST DATED NOVEMBER 14, 1988 By: . By: [ALL SIGNATURES MUST BE NOTARY ACKNOWLEDGED] RVPUBOM674424.7 31 CALIFORNIA Ac1%NVwLC1JUMCN I State of California as. County of Los Angeles On November 30, 2004 before me, Marina Simonian Dale - Name and Title of Officer (e.g.,'Ja% Doe, Notary Public ") personally appeared Paul P. Rusnak Name($) of Signaha) rr Place Notary Seal Above ❑ personally known to me 21 proved to me on the basis of satisfactory evidence to be the person whose name()ii) is /ale subscribed to the within instrument and acknowledged to me that he /sK@ executed the same in his /06r /th�lr authorized capacity(Ns), and that by his /4r /tteir signature( on the instrument the person(g), or the entity upon behalf of which the persons) acted, executed the instrument. WIT N S my hand fficial seal. Signature of Noary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Deed of Trust (LADA dated Dec. 7, 2004) Document Date: November 30, 2004 Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: a • Individual Top of thumb here • Corporate Officer — Title(s): • Plattner — ❑ Limited El General • Attorney in Fact • Trustee • Guardian or Conservator ❑ Other: Signer Is Representing: 0 1997 National Notary Aeaoclation • 9350 De Suta Ave.. P.O. eex ewe • cnatswonn, w am is -ewe nw. na. awr neu -- I— EXHIBIT "A." LEGAL DESCRIPTION OF EXISTING SITE THAT PORTION OF LOT 3 OF TRACT 949, IN.THE CITY OF ARCADIA, AS PER MAP RECORDED IN BOOK 17 PAGE 13 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, TOGETHER WITH THAT CERTAIN PIECE OR PARCEL OF LAND IN THE SANTA ANITA RANCHO AS PER MAP RECORDED IN BOOK 1, PAGE 97 OF PATENTS, IN THE OFFICE OF SAID RECORDER, BEING THAT PORTION OF THAT CERTAIN STRIP OF LAND 40.00 FEET WIDE DESCRIBED IN DEED RECORDED IN BOOK 4,44 PAGE 283, OF DEEDS, AND AS SHOWN ON SLAP OF SAID TRACT 94.9, RECORDED .IN BOOK 17 PAGE 13 OF MAPS, IN THE OFFICE OF SAID RECORDER, TOGETHER WITH LOTS 6 AND 7 OF TRACT 13768, AS PER MAP RECORDED IN BOOK ,273, PAGE 37 OF MAPS, IN THE OFFICE OF SAID RECORDER, AND TOGETHER WITH A PORTION OF THAT CERTAIN PIECE OR PARCEL OF SAID LAND IN SANTA ANITA. RANCHO SAID CITY AS PER MAP RECORDED IN BOOK .1 PAGE 97, OF PATENTS IN THE OFFICE OF SAID RECORDER, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT A POINT IN THE SOUTHERLY LINE OF SAID LOT 3, DISTANT WESTERLY THEREON 593.00 FEET FROM THE SOUTHEASTERLY CORNER OF SAID LOT 3; THENCE NORTH, PARALLEL WITH THE EASTERLY LINE OF SAID LOT 3, A DISTANCE OF 20.00 FEET TO THE NORTH LINE OF THE LAND DESCRIBED, IN DEEDS GRANTED TO THE SAID CITY OF ARCADIA FOR ROAD PURPOSES BY DEEDS RECORDED IN BOOK 24642, PAGE 221, AND IN BOOK 24633, PAGE 275, OFFICIAL RECORDS OF SAID COUNTY, BEING THE TRUE POINT OF BEGINNING FOR THIS DESCRIPTION; THENCE CONTINUING NORTH, PARALLEL WITH SAID EASTERLY LINE OF LOT 3, A DISTANCE OF 154.52 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE TO THE SOUTHEAST AND HAVING A RADIUS OF 250.00 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH AN ARC OF 22 ' 10'40" A DISTANCE OF 96.77 FEET TO THE MOST SOUTHERLY CORNER OF SATs LOT 7 OF TRACT 13768, BEING ALSO THE BEGINNING OF A COMPOUND CURVE IN SAID SOUTHERLY LINE THAT IS CONCAVE TO THE SOUTHEAST AND HAS A RADIUS OF 153.80 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH AN ARC OF 39 16' 20" A DISTANCE OF 7.05.42 FEET; THENCE CONTINUING ALONG SAID SOUTHEASTERLY LINE OF LOT 7, NORTH 61° 27' 00" EAST, TANGENT. TO SAID LAST MENTIONED CURVE, A DISTANCE OF 6.25 FEET TO THE BEGINNING OF A TANGENT CURVE IN SAID SOUTHEASTERLY LINE OF LOT 7 THAT IS CONCAVE TO THE SOUTHEAST AND HAS A RADIUS OF 153.80 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH AN ARC OF 8 00'00" A DISTANCE OF 21._48 FEET TO THE END OF SAME, SAID END OF CURVE LYING SOUTH 69° 27' 00" WEST, ALONG SAID SOUTHEASTERLY LINE OF LOT 7, A DISTANCE OF 25.95 FEET FROM THE MOST EASTERLY CORNER OF SAID LOT 7; THENCE NORTH 69 27' 00" EAST 25.96 FEET TO SAID MOST EASTERLY CORNER, SAID EASTERLY CORNER ALSO BEING THE SOUTHWESTERLY CORNER OF LOT 6 RVPUB\DGW\674424.7 - - Exhibit A IN SAID TRACT 13768 THENCE FOLLOWING,THE SOUTHEASTERLY LINE OF SAID LOT 6, THROUGH ITS VARIOUS COURSES AND DISTANCES, TO THE SOUTHEASTERLY CORNER OF SAID LOT'6; THENCE ALONG THE EASTERLY LINE OF SAID LOT 6 AND ITS NORTHERLY PROLONGATION, NORTH 9° 14' 54" WEST 219.09 FEET TO A POINT IN THE SOUTHEASTERLY LINE OF SANTA CLARA STREET, 80 FEET WIDE, AS DESCRIBED IN RESOLUTION. RECORDED AUGUST 9, 1963, IN BOOK 'D 2140, PAGE 264, OFFICIAL RECORDS, SAID POINT ALSO BEING A POINT ON A CURVE, `CONCAVE TO THE SOUTHEAST, AND HAVING A RADIUS OF 560 FEET; THENCE SOUTHWESTERLY ALONG - SAID LAST MENTIONED CURVE AND ALONG SAID TRACT A DISTANCE OF 335.06 FEET;, AND TANGENT TO SAID LAST MENTIONED CURVE SOUTH 38 32'37" WEST, ALONG THE SOUTHEASTERLY LINE OF SANTA CLARA STREET, A DISTANCE OF 171.31 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHWESTERLY, AND HAVING A RADIUS OF 1,565.04 FEET; THENCE CONTINUING ALONG SAID STREET, SOUTHWESTERLY ALONG SAID CURVE 125.1,3 FEET; THROUGH A CENTRAL ANGLE OF 4 0 34' 52" TO A POINT ON A REVERSE CURVE, CONCAVE TO THE SOUTHEAST AND HAVING A RADIUS OF 1,565.04 FEET; THENCE CONTINUING ALONG SAID STREET, SOUTHWESTERLY ALONG SAID CURVE 125.13 FEET, THROUGH `A CENTRAL ANGLE OF 4 34'52" AND TANGENT TO SAID LAST MENTIONED CURVE SOUTH 38 32' 37" WEST 119.90 FEET TO A TANGENT CURVE THAT IS CONCAVE TO THE EAST AND HAVING A- RADIUS OF 10 FEET; THENCE SOUTHERLY AND EASTERLY ALONG SAID CURVE, 22.44 FEET; THROUGH A CENTRAL ANGLE OF 128° 32' 37" TO ITS POINT OF TANGENCY WITH A LINE PARALLEL TO THE SOUTH LINE OF SAID LOT 3 OF TRACT 949 AND 20 FEET NORTH OF SAID SOUTH LINE THENCE ALONG SAID PARALLEL LINE, IN A GENERAL DIRECTION, TO THE TRUE POINT OF BEGINNING. EXCEPT FROM A PORTION. OF THE .ABOVE DESCRIBED PROPERTY, ALL MINERALS, ORES, PETROLEUM, OIL, NATURAL GAS AND OTHER HYDROCARBON SUBSTANCES LYING 500 FEET BELOW THE SURFACE OF SAID LAND, AS RESERVED IN THE DEED FROM PACIFIC .ELECTRIC RAILWAY COMPANY, A CORPORATION, RECORDED MAY 15, 1962 IN BOOK D 1614 PAGE, 679, OFFICIAL RECORDS. RVPUB\DGVA674424.7 Exhibit & EXHIBIT "J" FORM OF PROMISSORY NOTE [Attached Behind This Cover Page] aveuB %ocw\674424.7 Exhibit J PROMISSORY NOTE PAYABLE TO A PUBLIC AGENCY AND SECURED BY DEED OF TRUST Borrower: Paul P. Rusnak, As trustee of the Paul P. Rusnak Family Trust P.O. Box 70489 Pasadena, CA 91117 -7489 Lender: Redevelopment Agency of the City of Arcadia 204 West Huntington Arcadia, California 91006 and Rusnak/Arcadia, a California corporation P.O. Box 70489 Pasadena, CA 91117 -7489 Principal Amount: NOT TO EXCEED Eight Million Dollars ($8,000,000) Date of Promissory Note: 200_ [TO BE CONFIRMED BY AGENCY ON . EFFECTIVE DATE OF AGREEMENT] Interest Rate: Paragraph 4 (below) Maturity Date of Promissory Note: 1 201 _ [TO BE CONFIRMED BY AGENCY ON EFFECTIVE DATE OF AGREEMENT] .' 1. PROMISE TO PAY. Paul P. Rusnak, as trustee of the Paul P. Rusnak Family Trust, and Rusnak/Arcadia, a California corporation (collectively, the 'Borrower "), jointly and severally, promise to pay to the Redevelopment Agency of the City of Arcadia (the "Agency" or "Holder "), or order, in lawful money of the United States of America, the principal sum of all funds drawn or disbursed under that certain Agency Loan as defined and provided for in that certain 2004 'Land Assembly and Development Agreement (Rusnak/Arcadia), dated as of December 7, 2004, by and between the Borrower and the Agency (the "Agreement "), together with interest, as set forth in this Promissory Note. RVPUB\DGW\674424.7 1 2. INDEBTEDNESS. This Promissory Note evidences the indebtedness of the Borrower to the Agency under the terms and conditions of the Agency Loan', as provided for in the Agreement. This Promissory Note is referred to in the Agreement as the "Promissory Note ". A copy of the Agreement is on file with the Agency Secretary as a public record of the Agency. 3. PAYMENT. Borrower will pay all amounts of principal and accrued interest under this Promissory Note, prior to its Maturity Date in annual installment amounts amortized over the period from the date of this Promissory Note until the Maturity Date to be calculated by the Agency based on the amount of funds advanced or disbursed under the Agency Loan, with each such installment due on the last business day of each Dealership Operating Year, as defined in the Agreement (each such date referred to as a "scheduled debt service payment"), until the Maturity Date or repayment in fall of all outstanding principal and accrued and unpaid interest under this Promissory Note, whichever is earlier. Each scheduled debt service payment shall be equivalent to or greater than the sum of the hi -Lieu Minimum Sales Tax Payment and the In -Lieu Tax Increment Payment, each as defined in the Agreement. Prior to the Maturity Date of this Promissory Note, the Borrower shall make payments of principal and interest to the Agency solely from "Additional Tax Revenues," as this term is defined in sub- paragraph 1., below. If Additional Tax Revenues are not sufficient to make a scheduled debt service payment in full on a scheduled debt service payment date, the portion of such scheduled debt service payment not then paid (the "deficiency', debt service amount ") shall be carried forward to the next following scheduled debt Iservice payment date, without affecting the rights of the Agency regarding such a default by the Borrower, and then on such following scheduled debt service payment date, any Additional Tax Revenues shall first be applied to pay the balance of the defi ciency debt service amount carried forward and, then, to pay the scheduled debt service payment due on such date. On the Maturity Date, a balloon payment of any and all remaining principal balance and accrued and unpaid interest shall be due and payable by Borrower to the Agency in immediately available funds of the Borrower and not from Additional Tax Revenues. Borrower will make all payments of interest and principal to the Agency under this Promissory Note at the following address of the Agency: 2401 W. Huntington Drive, Arcadia, California 91006 -6021, Attention: Executive Director, or at such other place as the Agency may designate in writing to the Borrower. Unless otherwise agreed to by the Agency in writing or required by applicable law, payments will1be applied first to any unpaid collection costs, then to any late charges, then to any unpaid interest, and any remaining amount will be applied to principal 1. The words "Additional Tax Revenues" mean and refer to the following amounts accruing or received between the Opening Date (as defined in the Agreement) and the Maturity Date: (a) the amount of all Dealership Sales Taxes and any In -Lieu Minimum Sales Tax Payment actually made, since the later RVPUB\DGW\674424.7 of (i) the date of this Promissory Note or (ii) the date of the most recently paid scheduled debt service payment, and (b) the amount of Tax Increment (as defined below) actually received by the Agency due to. supplemental assessments under Revenue and Taxation Code Sections, 75, et seq:, by the Assessor of the County of Los Angeles, California, of the Dealership Site due to the Expansion Project. . "Tax Increment' means the assessment, levy and distribution of taxes regarding property to the Agency authorized by Article XVI, Section 16 of the California Constitution and implemented 'through California Health &. Safety Code Sections 33670 et seq., as such law now exists or may be amended, superseded, re- numbered or replaced, in the future and any In -Lieu Tax Increment Payment actually made. 4. INTEREST RATE. Interest shall accrue annually on the outstanding balance of any deficiency debt service amount, until such amount is paid in full, at She rate of six percent (6 %) per annum. 'Any interest on this Promissory Note shall be computed on a 365/360 simple interest basis; that is, by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding. 5. PREPAYMENT. Borrower may pay without penalty all or a portion of the principal and accrued and unpaid interesting owing under this Promissory Note earlier than it is due. 6. LATE CHARGE. If a scheduled debt service payment or any portion of any such payment is ten (10) calendar days or more late, Borrower will also be charged (in addition to the annual installment amount past due) five percent (5 %), of the portion of the annual installment payment amount as a late charge. 7. DEFAULT. An "Event of Default' under this Promissory Note shall have occurred, if any of the following events occurs:, a. The Borrower fails to make any payment when due under this Promissory Note. b. The Borrower fails to perform any of the non - monetary covenants and conditions of this Promissory Note or Section 6.3 or Section 6.4 of the Agreement, and such failure is not cured to the Agency's reasonable satisfaction within thirty (30) days following written notice of the failure to the Borrower from the Agency or the expiration of an applicable shorter cure period set forth in this Promissory Note or the Agreement; provided, however, that for so long as the Borrower is satisfying its obligations to cause the generation of both the Minimum Assessed Valuation and the Minimum Annual Sales Tax Amount or, alternatively, paying both the In- RVPUB\DGW\674424.7 Lieu Tax Increment Payment and the In -Lieu Minimum Sales Tax Payment, no default under this Promissory Note shall occur by virtue of any failure on the part of the Borrower to satisfy any of the other covenants of either Section 6.3 or Section 6.4. C. The determination by the Agency that any representation, warranty, disclosure or statement of the Borrower contained in the Agreement, this Promissory Note, the Deed of Trust or in any other writing delivered to the Agency in connection with the Agreement, this Promissory Note or the Deed of Trust, was incomplete, untrue or misleading in any material respect as of the date made. d. The Borrower fails to make any payment or deposit of funds required under this Promissory Note or Section 6.3 or Section'6.4 of the Agreement, following seven (7) days' written notice to the Borrower from the Agency of such failure or the Agency has given such notice to the Borrower more than three (3) times between the date of this Promissory Note and the Maturity Date. C. Any Event of Default under the Deed of Trust. f. There occurs any event of dissolution, reorganization or termination of the Borrower that adversely and materially affects the operation or value of the Existing Site, the Expansion Site, the Expansion Project, the Dealership or the Dealership Site or any portion of any of the foregoing,: and such event is not corrected within five (5) days following written notice of such event from the Agency to the Borrower. g: The Borrower sells, transfers, hypothecates, encumbers or assigns any of its interest in the Existing Site, the Expansion Site, the Expansion Project, the Dealership or the Dealership Site or any portion of any of the foregoing„ or violates any provision of Section 6.6 of the Agreement, whether voluntarily or involuntarily or by operation of law, prior to payment in full of all principal and accrued interest under this Promissory Note. h. The Borrower defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect the Borrower's ability to repay this Promissory Note. i. Any creditor attempts to take or sell any of the Borrower's property on or in which the Agency has a lien or security interest securing repayment or performance of the Borrower's obligations under. Section 6,3 or Section 6.4 of the Agreement, this Promissory Note or the Deed of Trust. j. A material adverse change occurs in the Borrower's financial condition, or the Agency believes the prospect, of payment or performance of the indebtedness evidenced by this Promissory Note is materially impaired. k. The Borrower becomes insolvent or generally is not paying its debts as they become due, as defined in the United States Bankruptcy Reform Act, as amended from time to time (which Act, as amended, is referred to in this Promissory Note RVPUB \DGW\674424.7 4 as the 'Bankruptcy Code "), or shall file a voluntary petition in bankruptcy seeking to effect'a reorganization plan or other arrangement with creditors or any other relief under the Bankruptcy Code or under any other state or federal law relating to bankruptcy or other relief for debtors, whether now or hereafter in effect, or .shall consent to or suffer the entry of any order for relief in any involuntary case under the Bankruptcy Code,, or shall be the defendant or subject of any involuntary petition filed under the Bankruptcy Code that is not dismissed within ninety (90) days of the filing of such petition, or.shall make an assignment for the benefit of creditors. 1. Any court (or similar tribunal) having jurisdiction over either, the Borrower or any of.the property of the Borrower shall enter a decree or order appointing a receiver, trustee, guardian, conservator, assignee in bankruptcy or insolvency of the Borrower or of any of the property of the Borrower or shall enter a decree or order for relief in any involuntary case under the Bankruptcy Code. m. •The entry of any final judgment or arbitration award.against the Borrower that is I ot paid or stayed pending appeal, or the sequestration or attachment of, or any levy or execution upon (i) any of the collateral provided by the Borrower as security for performance under this Promissory Note, or (iii) any significant portion of the other assets of the 'Borrower, that is not released, expunged or dismissed prior'to the earlier of (10) days after such sequestration, attachment or execution or five (5) days before the sale of any such assets: n. The Borrower shall dissolve, liquidate or wind up its affairs or shall bring any legal action or take any other action contemplating such dissolution, liquidation or winding up, o. The Borrower suspends or terminates .its legal status or is not authorized by the Secretary of State of the State of California to transact business in California. 8. RIGHTS OF THE HOLDER. Upon default by the Borrower under this Promissory Note, the Agency may exercise any of its rights provided under the Agreement or the Agency Deed of Trust, including, without limitation, the declaration by the Agency or the Holder in due course of this Promissory Note that the entire unpaid principal balance of this Promissory Note and all accrued and unpaid interest is immediately due and payable, without notice. Upon the failure of the Borrower to pay all amounts declared due pursuant to this paragraph entitled "RIGHTS OF THE HOLDER," including failure to pay at the Maturity Date, the Holder, at its option, may also, if permitted under applicable law, increase the interest rate on this Promissory Note for interest that accrues after the date. such amount is declared due, to the rate of ten percent (10 %) per annum. The Holder may hire or pay someone else to help collect this Promissory Note, if the Borrower.does not pay. The Borrower will pay the Holder the amount of any and all such collection related expenses, including without limitation, subject to any limits under applicable law, the Holder's reasonable attorneys' fees, whether or not there is a lawsuit, including, without limitation, reasonable attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or RVPUB\DGW\674424.7 5 injunction), appeals, and any post - judgment collection services. The Borrower also will pay any court costs, in addition to all other sums provided by law. This Promissory Note has been delivered to the Holder and accepted by the Holder in the County of Los Angeles, State of California. If there is a lawsuit arising under this Promissory Note, the Superior Court of the State of California in the County of Los Angeles shall have jurisdiction over such lawsuit. This Promissory Note shall be governed by and construed in accordance with the laws of the State of California, without regards to its conflicts of law principles. 9. COLLATERAL. The Borrower acknowledges this Promissory Note is secured by the Agency Deed of Trust of the same date as this Promissory Note that shall be recorded by the Agency in the records of the Recorder of the County of Los Angeles, California, encumbering certain real property described in the Agreement as the "Expansion Site" and/or the "Expansion Project ". 10. LINE OF CREDIT. This Promissory Note evidences a non - revolving line of credit in favor of the Borrower. The accrued and unpaid interest and principal balance owing on this Promissory Note at any time may be evidenced by an unpaid balance acknowledgment of the Agency on this Promissory Note (each referred to as an "Annex to Promissory Note ") and/or by the internal accounting records of the Agency regarding the Agreement. 11. GENERAL PROVISIONS. a. The Holder may delay or forego enforcing any of its rights or remedies under this Promissory Note without losing them. Borrower and any other person who signs, guarantees or endorses this Promissory Note, to the extent allowed by law, each waive any applicable statute of limitations, presentment, demand for payment, protest and notice of dishonor. Upon any change in the terms of this Promissory Note, and unless otherwise expressly stated in writing, no person who signs this Promissory Note, shall be released from liability. All such persons agree that the Holder may renew or extend (repeatedly and for any length of time)` this Promissory Note, or release any person, or collateral; or impair, fail to realize upon or perfect the Holder's security interest in the collateral; and take any other action deemed necessary by the Holder, in its sole discretion, without the consent of or notice to anyone. All such persons also agree that the Holder may modify this Promissory Note and/or the Agreement, without the consent of or notice to anyone other than the person with whom the modification is made. b. All defined words, terms or phrases indicated by initial capital letters used in this Promissory Note and not specifically defined in this Promissory Note shall have the meanings ascribed to them in the Agreement. RVPUB\DGW \674424.7 6 c. Payment or prepayment of this Promissory Note shall not relieve Borrower of the covenants, conditions and obligations set forth in the Agreement, except the obligation to pay all amounts due under this Promissory Note. d. It is the intention of Borrower and Holder.to conform strictly to the usury laws now or hereafter enforced in the State of California, and any interest payable under this Promissory Note or any of the other documents to be executed by Borrower in connection with the loan or advance of funds made or to be made under this Promissory Note, shall be subject to reduction to the amount not in excess of the maximum non - usurious amount allowed under the usury laws of the State of California as now or hereafter construed by the courts having jurisdiction over such matters. In the event the maturity of this - Promissory Note is accelerated by reason of any provision of this Promissory Note or by reason of any election by Holder resulting from any default (or an event permitting acceleration), under this Promissory Note or any other instrument given to secure the payment of this Promissory Note, or otherwise, then accrued interest may never include more than the maximum amount permitted by law, "computed from the date of this Promissory Note until payment, and any interest in excess of the maximum amount permitted by law shall be canceled automatically and, if theretofore paid, shall at the option of the Holder either be credited against the principal amount of this Promissory Note or, if all principal has been repaid, then the excess shall be rebated to Borrower. The aggregate of all interest (whether designated as interest, service charges, points, or otherwise) contracted for, chargeable, or receivable under this Promissory Note or any other document executed in connection with this Promissory Note shall under no circumstances exceed the maximum legal rate upon the unpaid principal balance of this Promissory Note remaining unpaid from time to time. In the event such interest does exceed the maximum legal rate, such excess shall be canceled automatically and, if theretofore paid, rebated to the Borrower or. credited on the principal amount of this Promissory Note, or if this Promissory Note has been repaid in full, then such excess shall be rebated to Borrower. e. The unenforceability or invalidity of any provision or provisions of this Promissory Note as to any persons or circumstances shall not render that provision or those provisions unenforceable or invalid as to any other person or circumstances, and all provisions of this Promissory Note, in all other respects, shall remain valid and enforceable. f. Borrower agrees to indemnify Holder and to hold Holder and Holder's successors and assigns harmless from and against any ,and all claims, demands, costs, liabilities and obligations of any kind or nature arising from any default under this Promissory Note, including, without limitation, all costs of collection, including attorneys' and expert witness fees and all cost of suit, in the event the unpaid principal sum of this Promissory Note or any interest accrued on this Promissory Note is not paid when due. RVPUBOGW\674424.9 7 g. The validity, interpretation and performance of this Promissory Note shall be governed by and construed in accordance with the laws of the State of California, without regard to conflicts of laws principles. h. This Promissory Note maybe amended or modified only in writing signed by the Holder and the Borrower. i. Time is of the essence of each provision this Promissory Note. j. BORROWER'S OBLIGATIONS UNDER THIS PROMISSORY NOTE MAY NOT BE ASSIGNED. OR OTHERWISE TRANSFERRED OR ASSUMED, WITHOUT THE PRIOR WRITTEN CONSENT OF THE HOLDER, WHICH MAY BE GIVEN OR WITHHELD IN THE SOLE AND ABSOLUTE DISCRETION OF THE HOLDER. k. PRIOR TO SIGNING THIS PROMISSORY NOTE, BORROWER HAS READ AND UNDERSTANDS ALL OF ITS PROVISIONS.. BORROWER AGREES TO THE TERMS OF THIS PROMISSORY NOTE AND ACKNOWLEDGES RECEIPT OF A COPY OF THIS PROMISSORY NOTE. 6•'•eI PAULP.RUSNAK, As trustee of the Paul P. Rusnak Family Trust, dated November 14, 1988 " �f Paul P. Rusnak RVPUB\DGWW74424.7 EXHIBIT "K" LEGAL DESCRIPTION OF EXISTING SITE THAT PORTION OF LOT 3 OF TRACT 949, IN THE CITY OF ARCADIA, AS PER MAP RECORDED IN BOOK 17 PAGE 13 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, TOGETHER WITH THAT CERTAIN PIECE OR PARCEL OF LAND IN THE SANTA ANITA RANCHO AS PER MAP RECORDED IN BOOK 1, PAGE 97 OF'.PATENTS, IN THE OFFICE OF SAID RECORDER, BEING THAT PORTION OF THAT CERTAIN STRIP OF LAND 40.00 FEET_ WIDE DESCRIBED IN DEED RECORDED IN BOOK 4,44 PAGE 283, OF DEEDS, AND AS SHOWN ON SLAP OF SAID TRACT 94.9, RECORDED IN. BOOK 17 PAGE 13 OF MAPS, IN THE OFFICE OF SAID RECORDER, TOGETHER WITH LOTS 6 AND 7 OF TRACT 13768, AS PER MAP RECORDED IN BOOK ,273, PAGE 37 OF MAPS, IN THE OFFICE OF SAID RECORDER, AND TOGETHER WITH A PORTION OF THAT CERTAIN PIECE OR PARCEL OF SAID LAND IN SANTA ANITA. RANCHO SAID CITY AS PER MAP RECORDED IN BOOK .1 PAGE 97, OF PATENTS IN THE OFFICE OF SAID RECORDER, DESCRIBED AS A WHOLE AS FOLLOWS: BEGINNING AT A POINT IN THE SOUTHERLY LINE OF SAID LOT 3, DISTANT WESTERLY THEREON 593.00 FEET FROM THE SOUTHEASTERLY CORNER OF SAID LOT 3; THENCE NORTH, PARALLEL WITH THE EASTERLY LINE OF SAID LOT 3, A DISTANCE OF 20.00 FEET TO THE NORTH LINE OF THE LAND DESCRIBED IN DEEDS GRANTED TO THE SAID CITY OF ARCADIA FOR ROAD PURPOSES BY DEEDS RECORDED IN BOOK 24642, PAGE 221, AND. IN BOOK 24633, PAGE 275, OFFICIAL RECORDS OF SAID COUNTY, BEING THE TRUE POINT. OF BEGINNING FOR THIS DESCRIPTION; THENCE CONTINUING NORTH, PARALLEL WITH SAID EASTERLY LINE OF LOT 3, A DISTANCE OF 154.52 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE TO THE SOUTHEAST AND HAVING A RADIUS OF 250.00 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH AN ARC OF 22 10' 40" A DISTANCE OF 96.77 FEET TO THE MOST SOUTHERLY CORNER OF SATs LOT 7 OF TRACT 13768, BEING ALSO THE BEGINNING OF A COMPOUND CURVE IN SAID SOUTHERLY LINE THAT IS CONCAVE TO THE SOUTHEAST AND HAS A RADIUS OF 153.80 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH AN ARC OF 39 16' 20" A DISTANCE OF 7.05.42 FEET; THENCE CONTINUING ALONG SAID SOUTHEASTERLY LINE OF LOT 7, NORTH 61 27' 00" EAST, TANGENT. TO SAID LAST MENTIONED CURVE, A DISTANCE OF 6.25 FEET TO THE BEGINNING OF A TANGENT CURVE IN SAID SOUTHEASTERLY LINE OF LOT 7 THAT IS CONCAVE TO THE SOUTHEAST AND HAS A RADIUS OF 153.80 FEET; THENCE NORTHEASTERLY ALONG SAID CURVE THROUGH AN ARC OF 8 00'00" A DISTANCE OF 21_48 FEET TO THE END OF SAME, SAID END OF CURVE LYING SOUTH, 69 27' 00" WEST, ALONG SAID SOUTHEASTERLY LINE OF LOT 7, A DISTANCE OF 25.95 FEET FROM THE MOST EASTERLY CORNER OF SAID LOT 7; THENCE NORTH 69° 27' 00" EAST 25.96 FEET TO SAID MOST EASTERLY CORNER, SAID EASTERLY CORNER ALSO BEING THE SOUTHWESTERLY CORNER OF LOT 6 RVPUBTGW�674424.7 Exhibit K IN SAID TRACT .13768 THENCE FOLLOWING THE SOUTHEASTERLY LINE OF SAID LOT 6, THROUGH ITS VARIOUS COURSES AND DISTANCES, TO THE SOUTHEASTERLY CORNER OF SAID LOT 6; THENCE ALONG THE EASTERLY LINE . OF SAID LOT 6 AND ITS NORTHERLY PROLONGATION, NORTH 9 14' 54" WEST 219.09 FEET TO A POINT IN THE SOUTHEASTERLY LINE OF SANTA CLARA STREET, 80 FEET WIDE, AS DESCRIBED IN RESOLUTION RECORDED AUGUST 9, 1963, IN BOOK D 2140, PAGE 264, OFFICIAL RECORDS, SAID POINT ALSO BEING A POINT ON A CURVE, CONCAVE TO THE SOUTHEAST, AND HAVING A RADIUS OF 560 FEET; THENCE SOUTHWESTERLY ALONG SAID LAST MENTIONED CURVE AND ALONG SAID TRACT A DISTANCE OF 335.06 FEET; AND TANGENT TO SAID LAST MENTIONED CURVE SOUTH 38 32'37" WEST, ALONG THE SOUTHEASTERLY LINE OF SANTA CLARA STREET, A DISTANCE OF 171.31 FEET TO THE BEGINNING OF A TANGENT CURVE, CONCAVE NORTHWESTERLY, AND HAVING A RADIUS OF 1,565.04 FEET; THENCE CONTINUING ALONG SAID STREET, SOUTHWESTERLY ALONG SAID CURVE 125.1,3 FEET; THROUGH A CENTRAL ANGLE OF 4 34' 52" TO A POINT ON A REVERSE CURVE, CONCAVE TO THE SOUTHEAST AND HAVING A RADIUS OF 1,565.04 FEET; THENCE CONTINUING ALONG SAID STREET, SOUTHWESTERLY ALONG SAID CURVE 125.13 FEET, THROUGH `A CENTRAL ANGLE OF 4 34'52" AND TANGENT TO SAID LAST MENTIONED CURVE SOUTH 38 32'37" WEST 119.90 FEET TO A TANGENT CURVE THAT IS CONCAVE TO THE EAST AND HAVING A RADIUS OF 10 FEET; THENCE SOUTHERLY AND EASTERLY ALONG SAID CURVE, 22.44 FEET; THROUGH A CENTRAL ANGLE OF 128° 32' 37" TO ITS POINT OF TANGENCY WITH A LINE PARALLEL TO THE SOUTH LINE OF SAID LOT 3 OF TRACT 949, AND 20 FEET NORTH OF SAID SOUTH LINE THENCE ALONG SAID PARALLEL LINE, IN A GENERAL DIRECTION, TO THE TRUE POINT OF BEGINNING. EXCEPT FROM A PORTION OF THE ABOVE DESCRIBED PROPERTY, ALL MINERALS, ORES, PETROLEUM, OIL, NATURAL GAS AND OTHER HYDROCARBON SUBSTANCES LYING 500 FEET BELOW THE SURFACE OF SAID LAND, AS RESERVED IN THE DEED FROM PACIFIC ELECTRIC RAILWAY COMPANY, A CORPORATION, RECORDED MAY 15, 1962 IN BOOK D 1614 PAGE, 679, OFFICIAL RECORDS. RVPUB\DGW\674424.7 Exhibit K Attachment 3 Disposition Report (per Health and Safety Code Section 33433) Exhibits to Disposition Report A. Site Plan B. GRC Associates letter dated July 21, 2004 — Arcadia Rusnak Mercedes Benz Reuse Analysis C. Land Assembly and Development Agreement dated December 7, 2004 (Rusnak) Attachment 3 MORLAN PLACE PROJECT DISPOSITION REPORT The following Disposition Report is prepared pursuant to Health and Safety Code Section 33433 and serves to describe the terms and conditions of a contemplated 2004 Land Assembly and Development Agreement (the "LADA ") by and between the Arcadia Redevelopment Agency (the "Agency "), Paul P. Rusnak as Trustee of the Paul P. Rusnak Family Trust dated November 14, 1988 ( "Owner "), and Rusnak/Arcadia, a California Corporation ( "Operator'). 1. GENERAL PROJECT DESCRIPTION The LADA provides for the redevelopment of between two (2) and five (5) privately owned properties located adjacent to the existing Rusnak Arcadia Mercedes Benz Dealership (55 W. Huntington Dr.) along Huntington Drive and Morian Place (Location Map, Exhibit A). Parcel 1 — APN 5775- 025 -031 (41 W. Huntington Drive — Rod's Grill); Parcel 2 — APN 5775- 025 -030 (35 W. Huntington Drive — Arcadia Self Storage); Parcel 3 — APN 5775 - 025 -029 (35 W. Huntington Drive — Elk's Club); Parcel 4 — APN 5775- 025 -026 (21 Morlan Place — Church in Arcadia); Parcel 5 — APN 5775 - 025 -025 (vacant). Under the LADA, the Agency is to exercise reasonable efforts to acquire and then sell the five (5) parcels to the Owner. The Owner will construct approximately 300,000 square feet of new buildings, including a three -story structure with vehicle bays on the ground floor and automobile inventory and parking on the next two floors, a new canopy and a new showroom. An additional 38,127 square feet of existing public storage building will be remodeled and used for retail, office and auto parts storage. The five (5) parcels combined total approximately 3.6 acres and have frontage along Huntington Drive, Santa Clara Street and Morlan Place. Parcel 1 (Rod's Grill) is currently developed with a restaurant. This restaurant is proposed to be demolished as part of the project. Parcel 2 (Arcadia Self Storage) is currently developed with a 4 -story self- storage facility with approximately 350 individual rental units. The building also has cellular antennas attached to it. Due to the high costs of relocating the cellular antennas and the Owner and Operator are proposing to keep this building and utilize it for retail, office and auto parts storage. Parcel 3 (Elk's Club) is developed with a structure that was originally built for the enlisted men's quarters (some records say it was the Officer's Quarters) for the U.S. Army Balloon School, circa 1916 - 1919. There was also a swimming pool next to this building that was originally the Rancho Santa Anita Reservoir, but was later turned into a swimming pool for the enlisted men by Anita Baldwin (daughter of Lucky Baldwin, founder of Arcadia). Due to its potential historical significance, the Owner is required (as part of the Mitigation Monitoring Plan) to have a City approved historic preservation consultant present during the remediation and demolition processes. If any items of historic significance are found, they will be handled pursuant to the recommendations of the historical preservation consultant. Extensive photographs will be taken and the ATT 3 photographs and any artifacts are to be forwarded to the Ruth and Charles Gilb Historical Museum in Arcadia. Parcel 4 is currently developed with a church. This building was originally a bowling alley constructed in 1949. This building is also proposed to be demolished as part of the project. Parcel 5 is a small vacant piece of land that was once owned by 'Babe" Dahlgren, the player who followed Lod Gehrig at first base for the New York Yankees. It has since passed on to his sons. This parcel will only be part of the proposed project, if Parcel 4 is also acquired. As part of a project feasibility analysis, the five (5) parcels were appraised by the Agency in early 2002: These appraisals were updated in 2003 and 2004. The appraised values of the five (5) parcels, including furniture /fixtures /equipment is approximately $8.2 million (see Table ,2 below). The Agency retained the services of GRC Associates to conduct a reuse appraisal to determine the fair reuse value of the five (5) parcels, if acquired by the Agency for the project, taking into account the zoning, land use, and redevelopment requirements and controls on the parcels, the estimated value of the expansion project, projected revenues /expenditures of the Mercedes Benz dealership, and recent fair market value appraisal of comparable properties in the area. GRC Associates indicates that the fair reuse value of the parcels for the specified project is within a range from $26.00 /s.f, to $30.00 /s.f. Mr. Rusnak paid $5,000,000 for the 175,870 +/- per s.f. former Foulger Ford property in 2001 (this amount includes the land and the buildings), or approximately $28.50 /s.f. (Total — 3.6 +/- acres = 156,816 s.f.'X $28.50 /s.f. = $4,469,256 ($4.5 million) The GRC Reuse Appraisal is attached as Exhibit B to this Disposition Report. The Planning Commission at their meeting of June 22, 2004 found that the proposed project is consistent with the General Plan. 2. SUMMARY OF THE LADA The LADA contemplates that the Agency will use its reasonable efforts to acquire the five (5) parcels and relocate the tenants. The Agency will also use its reasonable efforts to have the City consider the various land use applications submitted by the Owner to the City regarding `design and construction of the proposed project, i.e., Architectural Design Review, Conditional Use Permit, Tract Map, partial street vacation. Total land assembly, relocation and other administrative costs are projected to be $10.5 million. Project costs could be significantly larger due to negotiations, hazardous waste removal /remediation, eminent domain, prices for land, interest rates, unusual relocation and goodwill costs.. The Agency will expend no more than $8 million. Current cost estimates are based on an estimated land value of $28.50 /sq. ft. pursuant to the Reuse Appraisal (Exhibit B), which indicated a range of land value between $26 and $30 /sq. ft. The Owner will pay approximately $4.5 million ($28.50/sq, ft.) to acquire the five (5) ATT 3 parcels from the Agency in specified groups, if acquired by the Agency. If the total project costs exceed $12.5 million, Rusnak/Arcadia is required by the LADA to pay such costs. Total project costs could be as much as $13.4 million (or more). The Reuse value ($4,470,000) is less than the appraised value of the five properties ($8,019,000 — real estate and improvements) on the proposed site. This value is therefore lower than the highest and best use value of the 3.6 +/- acre site, because the financial return on Mr. Rusnak's investment in the land and the improvements is not sufficient to pay more for the land than the Reuse value. The covenants in the LADA, i.e., existing and expansion site must be used for (Mercedes Benz) new /used auto dealership for 10 years, performance guarantees (property and sales tax), transfer and assignment restrictions, etc., significantly limit his return, and his ability to pay more for the five (5) properties (See the Reuse Appraisal, Exhibit B to the Disposition Report). The Agency's $8 million contribution to the project is anticipated to be recovered, within ten (10) years, through a combination of property taxes paid to the Los Angeles County Auditor Controller and then to the Agency and sales and use taxes paid to the State Board of Equalization from the Rusnak Arcadia project (not necessarily received by the City). Mr. Rusnak has agreed to a Performance Guaranty to secure the property tax and sales and use tax obligations of the Owner and the Operator under the terms of the LADA. The project schedule generally contemplates all land sales to the Owner and relocation of all tenants, and clearance of the site within eighteen months (18) from approval of the LADA, followed by the opening of the expanded dealership twelve (12) months later (May 2007). A copy of the LADA is attached to this Report as Exhibit C. 3. COSTS AND REVENUES TO THE AGENCY A) Agency Expenses to Date: (Table 1) The following chart illustrates all costs incurred by the Agency to date as well as projected costs through December 7, 2004. These costs will not be recovered from the Owner /Operator under the terms of the LADA. 1 2 3 4 5 �� 1�.�Aadlti0na�00Sts � Irt. • s" k � r ' mama Y, ": LW"6+iYU�i SA �be�s ant befo je' �•' 4 V fAH�,1�f 1 � Pfd. F aTotal3Ar�ount to h Consultant/Vendor Purpose h 1 ry ,g p �re .Costs To Da(e Nf � � 7i�1/7 /045�' + tiifir18'1 k iy eCx 2ql e ,.. Aate and'�Ad�iition Mason & Mason Real Estate Appraiser $44,266 $44,266 Furniture, Fixtures, esmond Marceilo Equipment (FF &E) r m star Appraiser $36,59 $36,59 ATT3 O verland Pacific . C utler (OPC); S ervices Pacific Relocation Consultants (PRC} Relocation Services $2,560 $1,500,000 $2,560 anli Pastore Hill Goodwill appraiser $2,530 $2,53 IT /Shaw Env. Phase I Environmental $4,970 $4,97 North American Title ompany (NATC) Title Services . $3,250 $3,250 United Title Title Services $2,000 $2,00 Best Best & Krieger Legal Services $73,490 $15,000 $88,49 Ar cadia Weekly Notices, Publications, Printing $1,00 $1,00 imley -Horn Traffic Study $30,8 $30,82 GRC Associates Reuse Appraiser $12,810 $12,81 V alentine Appraiser (Dorr) $5,50 $5,50 M ason & Mason Appraiser (Santa Anita Inn) $12,500 $12,50 United Escrow Escrow BD CEQA - Historical Consultant BD Misc. Admin. m,+ D aaN I -,3R slilai.t dy.a..J kl3e $50 7 s r }� PN>� Ml .r oo ! 6Yl „r $500 $1,00 B) Projected Future Agency Expenditures: Acquisition, including land improvements, furniture /fixtures /equipment, movables, goodwill $8,560,000 Relocation $1,500,000 Administrative $424,400 Total $10,484,000 say $10.5 million There are no Agencv site clearance, remediation or demolition costs. The Owner /Operator is to pay for these per the LADA. ATT 3 Project costs could be significantly higher due to negotiations, hazardous material removal /remediation, eminent domain, prices for land, interest rates, unusual relocation and goodwill claims. Staff estimates the project cost could rise to $13,400,000 (or more). C) Revenue:, Agency investment (max) (from 2001 Bond proceeds) $8,000,0000 Rusnak purchase Price - 3.6 acres (from Reuse appraisal) $4,470,000 Subtotal $12,470,000 Rusnak obligation if unusual costs $930,000 Estimated Grand Total $13,400,000 The Agency in the LADA also agrees to reimburse to the Owner /Operator up to $2,500,000 under certain conditions, as an incentive to the Owner /Operator: ■ The Agency's investment (max $8 million) has been completely paid by the Owner /Operator to the State Board of Equalization (sales and use taxes) and to the LA County Assessor (property taxes). • There are no outstanding obligations to the Owner /Operator to pay other project costs. • The City has received at least $700,000 in annual sales tax from Rusnak/Arcadia. • The City and Rusnak shall share 50 -50 above $700,000. • Rusnak can receive a maximum of $2,500,000 in the 10 -year period. • Reimbursement shall be from Agency tax increment funds. ■ The Owner /Operator can use these funds only for expansion of and for improvements to his (Mercedes Benz) dealership or for a new franchise not currently in the market area. (e.g., "Smart' Car) 4. FUTURE AGENCY REVENUE Based upon projections from the Owner and Operator and reviewed by GRC Associates, the property tax and sales and use tax revenues projected to be generated by this project will exceed the Owner's and Operator's minimum annual requirements under the terms of the LADA and will equal or exceed the Agency's maximum $8 million dollar contribution to the project. ATT3 There will also'be "one- time" City revenues for building permits and annual business license fees.' (Estimated at annually.) 5. ADDRESSING BLIGHT The Agency's Five Year Implementation Plan, Fiscal Years 1999/00 through 2004/05 (adopted on December 7, 1999 by Resolution No. ARA 183), identifies blighted conditions that will .be addressed by the completion of this proposed infill opportunity development. The Implementation Plan is on file and available for review in the Development Services Department. (A new, Five -year Plan which includes the Morlan Place (Rusnak) project is on the Agency's December 7, 2004 Agenda for adoption) Through the land assembly, disposition and development process provided for in the LADA, the Agency's goal of eliminating blight in this, area will be fulfilled. The five (5) subject parcels are economically blighted, as they are severely under - utilized. The church property (a converted. bowling alley) is used for occasional larger meetings every 2 -3 months, but except for a small Sunday congregation, it sits vacant the majority of the time. The vacant, 6,100 s.f. triangular parcel adjacent to the Church is, practically, un- developable and has been vacant for over 25 years. The Elks Club has been remodeled numerous times, both inside and outside. It was severely damaged in the 1991 Sierra Madre Earthquake. (The Agency as part of it's Mitigation Monitoring Program will retain a "historical preservation consultant to photograph the Elks Club prior to remediation and demolition, and transfer all photographs and any identified artifacts to the Ruth and Charles Gilb Historical Museum) The building is rented out for private functions which comprises the bulk of their operating funds. The 65 -foot tall mini storage building is not a permitted use in the Central Business District (CBD) zone and is not consistent with surrounding commercial uses in the downtown. Rod's Grill is a small restaurant with inadequate parking. The addition of this project, as proposed, combined with other quality developments in the area, such as the Westfield Shoppingtown Mall expansion, REI, the Hilton and Marriott hotels, CFRP projects (Dr. Lee, Matt Denny's, etc.) and the Hale office buildings (at Fifth and Huntington and at First and St. Joseph) and the public improvements in the area (Downtown 2000 Revitalization Project; Santa Anita Entry Corridor Project; Underground District 14 Project; Front/St. Joseph project) will have a positive influence on other development in the downtown area. Approximately 75 new permanent jobs (auto repair, sales, clerical) are anticipated be brought to Arcadia and the project area by the Rusnak project. These new employees will eat at the downtown restaurants and purchase goods at downtown stores, further benefiting the economic growth of the downtown project area. ATT 3 6. PROJECT BENEFITS The contemplated project serves the purpose of meeting a number of redevelopment goals outlined in the Redevelopment Plan and the 1999 (and 2005) Implementation Plan for the Central Redevelopment Project Area. The goals and benefits include: A. Improvement of the physical appearance of this portion of the Project Area through the elimination of older outdated buildings, irregularly shaped and under - utilized properties. The area will be made more attractive, and the image and reputation of both the downtown and City will be improved. B. The proposed project will provide a substantial and stable revenue source to the City's General Fund (sales tax) that can be used to support (additional) City services and to the Redevelopment Agency (property tax) that can be used to support future redevelopment projects, including affordable housing. C. New, development to the east of the site may be encouraged in the area as a result of this project, in combination with the Santa Anita Entry Corridor Project/Underground District 14, and others within the Project Area. D. An estimated 200 jobs will be created through construction on the site as well as an estimated 75 permanent jobs when the project is completed. Increased employee payrolls will result in additional indirect tax receipts to the City due to discretionary purchases in Arcadia stores, restaurants, and hotels. Exhibit ,A —Location Map Exhibit B — Reuse Appraisal Exhibit C — LADA ATT 3 ECONOMIC DEVELOPMENT REDEVELOPMENT REAL ESTATE CONSULTING July 21, 2004 Mr. Peter P. Kinnahan Economic Development Administrator City of Arcadia 240 W. Huntington Dr. Arcadia, CA 91066 RE: Arcadia Rusnak Mercedes -Benz Re -Use Analysis Dear Mr. Kinnahan: AFFORDABLE HOUSING The City of Arcadia plans to induce the Rusnak Mercedes -Benz dealership ( "Dealership ") to remain in the community and expand their current automotive facilities. The Dealership acquired an older Ford dealership on Huntington Drive in 2001 and has proceeded to renovate the facility. The current expansion program is to increase the size of the Dealership and essentially double the vehicle display and service facilities. GRC understands the expansion program is a requirement of the manufacturer ( "Mercedes "). The Dealership provided GRC a copy of the specification sheet that outlines the Dealership capacity and facilities desired by Mercedes. GRC's analysis consisted of interviewing the general manager of the Dealership on several occasions, reviewing operating statements for three calendar years, speaking with the regional representative of Daimler - Chrysler, reviewing real property appraisals, reviewing the Mercedes -Benz dealership. standards, securing construction and project data from the architect that prepared the concept plans, and making generalized comparisons with other automobile dealerships that our firm has analyzed for public clients. GRC also contacted another high -end auto dealership that is in the process of opening a new store for the benefit of comparing cost and rent data. The Arcadia Redevelopment Agency has secured real property appraisals that establish the fair market value of the property as of the date of the appraisal. The fair market value is fundamentally the value that the property could be 500 S. KRAEMER BLVD. expected to sell for on the open market assuming a willing buyer and willing seller at the highest and best use of the property that could reasonably be defined. GRC's purpose is to establish the re -use value of the site. This is suirE sss j the value of the property at its highest and best use given the conditions and limitations of the proposed transaction. This value BREA, CA 92821 T: (714) 985 -2880 F: (714) 985 -2885 ATTACHMENT 3B can, in some cases, be equal to the fair market value and in other cases, it can be a reduced value if the conditions and terms of the sale limit the use or the utility of the property. Anticipated Conditions of Approval As of the date. of this memorandum, GRC does not have the benefit of the final Disposition and Development Agreement that would set forth the final conditions and limitations of the proposed sale. Consequently, conditions and limitations typical of auto dealership transactions must be assumed. The following conditions and limitations are assumed for purposes of this re- use analysis: • :Tide to the disposition property will be held by an entity controlled and owned by the owners of the Dealership; The Dealership will be an expansion of the existing Mercedes —Benz Dealership; The Dealership will agree to, covenants restricting the use of the existing and expansion properties for new dealership(s) use for a period of approximately 10 years; ■. Standards and schedules for constructing the new Dealership will be established that require completion of the facility with 2007 being the first full year of operation; ■ Minimum project values for the expansion construction will be established at cost levels submitted by the Dealership to the Agency; ■ The Dealership will not establish a competitive dealership within the same market area; • The manufacturer will approve the concept plans. The Agency's assistance may be in the form of a "loan" repayable by sales tax and property tax increment; however, the purpose of the repayment provision is to provide an incentive to the Dealership to invest approximately four times the current investment to allow for the expansion of the dealership. Profitability of the dealership is expected to decline from current levels because the cost of the expansion program is disproportionate to the increase in sales volume. Predominantly, redevelopment agencies and cities enter into real estate transactions with developers that are in the business of constructing developments and leasing or selling the development. Auto dealerships are 'significantly different in that the analysis of auto dealerships includes an analysis of the operating business. Typically, owners of the dealership properties are also the owners of the dealerships. The dealership entity, normally a corporation, leases the property from the owner. Consequently, the owner shares in the lease revenue and the profits of the business and a re -use analysis cannot be analyzed simply as the return on a real estate investment as is the norm in public agency transactions with private developers. Another significant difference between auto dealerships and other developments is that much of the dealership financial information is proprietary. The Dealership has allowed us to review certain documents in their office with the understanding that copies would not be made and that certain information not be disclosed. Consequently, the conclusions in this re -use study are based on the proprietary information gathered from the financial records submitted annually to the manufacturer. Mr. Peter Kinnahan July 21, 2004 Page 3 Valuation Of Dealership Properties There are several different methodologies to determine the re -use value of dealership properties for redevelopment transactions. All of the methodologies define the "rent" factor that the dealership can afford to pay that is consistent with their anticipated sales volume. The rent factor determines the investment that a dealership can afford to make in land and improvements. The methodologies include: 1) a percentage of anticipated gross sales volume from all departments; 2) a percentage of anticipated gross profits; or, 3) a fixed cost for each new and used vehicle. These are the same techniques utilized by the manufacturers to determine the viability of dealerships. The manufacturers are very careful because they have a vested interest in the success of their dealerships. Mercedes Benz indicated that the method used internally to review appropriate rent levels is the percentage of gross profits and this method that has been used in this analysis. All of these methodologies require an estimate of anticipated dealership sales volume. Generally, . this is provided by the dealers and confirmed by the manufacturers based on anticipated planning volumes or the sales volumes projected by the manufacturer based on their analysis of the market area that the dealership serves. Although dealers and manufacturers rarely are in total agreement with respect to anticipated sales volumes, the estimates are strong indicators of expected sales volume. In addition, GRC puts significant weight on the size of the dealership facility because ultimately there is a strong relationship between the size of the facility and the ability to sell vehicles. Both the dealers and the manufacturers have much at stake in sizing facilities and it is in their best interest to establish a dealership of sufficient magnitude to accommodate anticipated volumes. Projected Building Area The Dealership is somewhat problematic because the development plans, at best, could be considered to be concept plans. Building square footages have been calculated off the plans but the plans do not contain a summary of the building areas by function or even a detailed breakdown of parking versus other uses. The plans are subject to refinements. Cost estimates prepared by a general contractor or an estimating service have not been prepared. Assigned costs for fixtures and equipment are estimates based on a percentage of direct costs typically encountered. GRC contacted the architect's office that prepared the drawings in order to secure square footages and costs based on their experience with many other dealership developments. The Dealership is retaining the existing showroom and office building that has recently been rehabilitated. The proposed new construction consists of a pre -owned vehicle sales area, service garages containing 101 service bays constructed beneath two levels of parking, a car wash and an area for service offices and canopy. The approximate square footages are illustrated in Table 1. Table 1 Proposed Development Plan Building Improvements Sq. Ft. New and Existing car showroom & office 9,900 Existing Service /Office waiting room 6,400 Mr. Peter Kinnahan July 21, 2004 Page 4 New Service canopy /office New Pre- owned.showroom & office New Car wash` New Retail parts & store New/Existing Service area New Parking garage (1) Source: Harris Architects, June 2004 10,000 5,300 2,800 73,700 149,000 Development Costs Development costs were secured from Harris Architects and another dealership currently developing a luxury dealership. The estimates are representative of the costs for the proposed type of construction in our experience. These costs are presented in Table 2. Mr. Peter Kinnahan July 21, 2004 Page 5 Table 2 Building Costs Building Improvement Cost PSF Showroom $110 Rehabilitation of parts building $50 Service Bays $80 Canopy $55 Structured parking P12,500 per space (1) Source: Harris Architects, June 2004 Because GRC has not received a comprehensive development budget, the above figures are helpful in estimating some of the improvement costs. However, they do not fully account for all development costs such as outdoor display areas with lighting, landscaping and other related components. Also the parking structure was designed with larger than standard parking stalls to meet Mercedes' criteria. Estimating the costs using the architect's unit costs helps to provide a check on the dealer's estimated facility cost. The estimated costs using this methodology (and adding funds for paving, lighting etc.) after correcting for A &E, construction financing, permits, overhead and other soft costs totaled $22,000,0000 for the facility. This calculation reconciles with the estimate provided by the Dealership reasonably well. In testing the above estimate against other dealership projects, much of the cost data GRC secured from other sources indicates that dealership facilities, on average, cost approximately $100 per square foot of building area including furniture, fixtures and equipment ( "FF &E "). This is very high for structured parking and service bays and not all that high for display buildings and office components. The best comparable available is a Mercedes -Benz dealership in Las Vegas that included structured parking. The cost of the Las Vegas facility exceeded $100 per square foot of gross building area including furniture, fixtures and equipment. GRC also reviewed costs of another high -end dealership (Lexus) and they stated that $100 per square foot was reasonable depending upon the configuration. Utilizing these average construction costs would result in a similar development cost for the Dealership if the FF &E budget is included. For the purpose of this re -use analysis, the estimated cost to build out the new facility is $22 million. Adding the costs of the existing property and FF &E would result in a total cost of approximately $31 million not including the cost of the expansion land. A summary of these costs is illustrated in Table 3. Table 3 Arcadia Rusnak Mercedes -Benz Costs Mr. Peter Kinnahan July 21, 2004 Page 6 Component Cost($) Existing Facility 5,000,000 FF &E 4,000,000 New Facility 22,000,000 Total 31,000,000 Source: GRC Associates, Inc, June 2004 Projected Sales Volume Total gross profits of the Dealership were projected by GRC using data from the Dealership and Mercedes. The key assumptions included: • New and Used Car Auto Sales — The Dealership provided the sales volume estimates utilized in this analysis. Mercedes expects that the Dealership will increase sales dramatically when they expand and when the new models become available but the manufacturer's planning volumes are below the Dealership's estimates. GRC believes the estimates are reasonable given the introduction of new models, the expansion plan and the 500 vehicles purchased in other market areas by residents located in the Dealership's market area. ■ Auto Sales Gross Profit — Gross profit (revenue per car before expenses) projections for new cars was based on data from the Mercedes regional office. Gross profits in the next four years are expected to be triple the current average rate of the 19 dealerships located in the metropolitan area. The higher estimates are based on the introduction of several new models over the next few years, which has the tendency to increase gross profits per vehicle dramatically. Gross profits on used cars are based on historical estimates from the subject dealership. Service and Parts Department Gross Profit — Gross profit in these two departments are estimated to increase at 3% per year and double when the new construction is completed. Mercedes indicated the market area for the Arcadia Dealership is "under- serviced ". Independent providers are capturing a significant share of the current Mercedes service market. Based on the above assumptions, GRC projected gross profits of the dealership for 2007, the first full year of operation (first stabilized year) after the expansion is complete. Rent Factor The Rent factor for Mercedes Benz dealerships in the metropolitan area falls within a range of 7% to 12% of gross profits. For a newly created or expanded Mercedes -Benz dealership a figure at the highest end of the range or 11 % -12% is reasonable while the older facilities generally enjoy a more Mr. Peter Kinnahan July 21, 2004 Page 7 favorable rent factor because of a lower land basis and building improvements built years ago at less expensive rates. In addition to determining the appropriate rent factor, in order to determine the residual value of the land, a lease rate needs to be assumed. Historically, ground and facility leases have been structured with annual lease payments equal to 10% of the capital cost of the facility. This lease rate exceeded the mortgage rate by approximately 2% and the property owner received some net benefit from the lease. In recent years, the mortgage rate has declined considerably and the percentage return on leases has declined as cap rates have declined for commercial properties. Today, commercial properties are selling for very favorable cap rates within the range of 6% to 8% and mortgages are in the 6% range; consequently, GRC calculated the residual land value utilizing an assumed lease rate of 8% of the capital investment. The percentage of gross profits and the annual lease rate are used to calculate the residual value of the land. GRC assumed 11% of gross profits to determine the ability to make lease payments on a triple net lease basis (otherwise a 12% rate would have been used) and the residual land value was calculated. Table 7 Residual Land Value Land Value Calculation $ Maximum Feasible Rent $2.8 million/yr. Capitalized Value -8% $35 million Less Existing Land & Improvement Costs $31 million Supportable Value — Expansion Site (3 -acre site) Site Value • Value /Sq. Ft. $4 million $ 29.81 psf Source: GRC Associates, July 2004 Conclusion The above analysis of the rent factor and the resultant re -use value of the land at $29.81 per square foot of expansion land requires several assumptions with respect to growth rates and profitability. This residual land value is based on the most optimistic sales volumes and a rent factor as high as any Mercedes dealership in the metropolitan area. Because the assumptions were very aggressive and the project represents a significant construction risk, GRC is most comfortable establishing a range for the re -use value. It is our opinion that the re -use value is between $26 and $30 per square foot of land area based on the terms and conditions set forth herein. If you have any questions, please feel free to contact my office. If you desire proprietary background data, we will first have to check with the owners of the dealership. Exhibit C to Disposition Report Land Assembly and Development Agreement dated December 7, 2004 with Paul F. Rusnak, Trustee, and Rusnak/Arcadia ( "LADA ") A copy of the LADA is available in the Development Services Department, City Hall, 240 W. Huntington Drive, Arcadia, California, and is Attachment 2 to the December 7, 2004 Staff Report on the Morlan Place Automobile Dealership Expansion Project ( Rusnak). Attachment 3C . Attachment 4 California Environmental Quality Act ( "CEQA ") documents A. Environmental Information Form dated January 7, 2004 from Rusnak/Arcadia B. Environmental Checklist Form prepared by the Arcadia Redevelopment Agency (Peter Kinnahan) dated November 10, 2004 - Exhibits to Environmental Checklist: (1) Memo, Ed Cline, Traffic Engineer, dated July 29, 2004 (2) Kimley -Horn and Associates, Inc., Traffic Impact Analysis, dated August 3, 2004 C. Mitigation Monitoring Program ( "MMP ") D. Mitigated Negative Declaration ( "MMD ") and draft Notice of Determination Attachment 4 DECEMBER 7, 2004 STAFF REPORT FOR PUBLIC HEARING: MORLAN PLACE AUTOMOBILE DEALERSHIP EXPANSION PROJECT (RUSNAK) (Scanner broke during Attachment 4A the following pages are not scanned) Attach the following pages at page 210 or 211 on the laser document (12 -07 -2004 PH MORLAN PL AUTO RUSNAK). File No. CITY OF ARCADIA 240 WEST HUNTINGTON DRIVE ARCADIA, CA 91007 (626) 574 -5400 4C � R nORRtf O � 'e' ENVIRONMENTAL INFORMATION FORM Date Filed: General Information 1. Name and address of developer or project sponsor: RUSNAK 55 West Huntington Drive Arcadia, CA 91007 2. Address of project (Location): 27 35 & 41 West Huntington Drive 21 Morlan Place & 2 W Santa _ Clara Street 3. Name, address and telephone number of person to be contacted concerning this project: Brian Beatt RUSNAK /Arcadia 55 West Huntington Drive, Arcadia 91007 -3103 Telehone: 626- 462 -3001 4. List and describe any other related permits and other public approvals required for this project, including those required by city, regional, state and federal agencies: Planning & Design Review; Public Works & Engineering; Fire Dept. Review; Refuse & Recycling; Grading & Building Permit Rev 5. Zoning: C2 & CBp & Utility Co. (Power & Phone) Reviews 6. General Plan Designation: Commerc Proiect Description 7. Proposed use of site (project description): Expansion Expansion project of existing Automobile Dealer (selling & servof existing Automobile Dealer (selling & serv- icing new & used cars). ATTACHMENT 4A 8. Site Size: 331,392 " Sq. Ft. / 7.61 Acre(s) 9. Square footage per building: see attached exhibits A, B, C & -D 10. Number of floors of construction: see attached exhibits A, B, .0 & D 11. Amount of off - street parking provided: 383 spaces (see Exhibit A) 12. Proposed scheduling of project: Planning & Permit phases anticipated by Spring 2004, with approv- als & construction starting 1st Quarter 2005 13. Associated projects: N/A 14. Anticipated incremental development: She attached Exhi A, space analys 15. If residential, include the number of units, schedule of unit sizes, range of sale prices or rents, and type of household sizes expected: 16. If commercial, indicate the type, i.e. neighborhood, city or regionally oriented, square footage of sales area, and loading facilities, hours of operation: Regiona�. Automobile Dealership; approx 20,130 sq. ft. of showroo / I sales support; loading facilities to be determined. Hours of operation: 17. If industrial, indicate type, estimated employment per shift, and loading facilities: M -e 7 -9 Sat 8 -7 N/A - Sun 9 - 18. If institutional, indicate the major function, estimated employment per shift, estimated occupancy, loading facilities, and community benefits to be derived from the project: N/A 19. If the project involves a variance, conditional use permit or zoning application, state this and indicate clearly why the application is required: Consolidation to CBD zoning (by City DSD) and CUP anticipated to scale of project En,ironinfoForm -2- 4101 4101 -3- EnvironlnfoForm items applicable'to the project or its effects? Discuss below all items 20. Are the following checked yes (attach additional sheets as necessary). YES NO ❑ L�J 21. Change in existing features of any hills, or substantial alteration of ground contours. ❑ 22. Change in scenic views or vistas from existing residential areas or public lands or roads. Ld ❑ 23. Change in pattern, scale or character of general area of project. ❑ Ld 24. Significant amounts of solid waste or litter. ❑ 25. Change in dust, ash, smoke, fumes or odors in vicinity. (during construction) . (� ❑ 26. Change in ground water quality or quantity, or alteration of existing drainage patterns. (Limited to site development) [� ❑ 27. Substantial change in existing noise or vibration levels in the vicinity. ? ❑ ❑ (during construction). e I survey f i l s e r slopes O of 28 no /some p sa tesldevelopmentC o [td ❑ 29, Use or disposal of potentially hazardous materials, such as toxic substances, be flammable or explosives (refuse /recycling 6 maintenance plan can "[� ❑ provided as needed). 30. Substantial change in demand for municipal services (police, fire, water, sewage, etc.) Based on project scope., ❑ 31. Substantial i cre se in fossil fuel consumption (electricity, oil, natural gas, etc.) B ❑ L�'7f 32. Relationship to a larger project or series of projects ❑ . l,� 33. Has a prior environmental impact report been prepared for a program, plan, policy or ordinance consistent with this project? ❑ ❑ 34. If you answered YES to question no. 33, may this project cause significant effects on the environment that were not examined in the prior EIR? Environmental Setting * retaining walls at adjoining properties. 35. Describe (on a separate sheet) the project site as it exists before the project, including any cultural, historical or information on topography, soil stability, plants and animals, structures on the site, and the use of the scenic aspects. Describe any .existing Attach photographs of the site. (Snapshots or Polaroid photos will be structures. accepted.) see photocopies for physical description. 4101 -3- EnvironlnfoForm 36. Describe (on a separate sheet) the surrounding properties, including information lon plants, animals, any cultural, historical or scenic aspects. Indicate the type of land uses (residential, commercial, etc.), intensity of land use (one - family, apartment hous s, shops, department stores, etc.), and scale of development (height, frontage, set- bac'�s, rear yards, etc.). Attach photographs of the vicinity. Snapshots or Polaroid photos I" ill be accepted. (see exhibits for physical description). Certification I hereby certify that the statements furnished above and in the attached exhibits present data and information required for this initial evaluation to the best of my ability, and that facts, statements, and information presented are true and correct to the best of my knowle and belief. Date January 5th, 2004 (Signature) For EmironinfoForm - -4- RUSNAK/ARCADW EXHIBIT -A Prepared by FMG Architects - G.R. Maraviglia December 19, 2003 Cif of Arcadia- I.F. SPACE ANALYSIS Proposed Site Expansion Project - Existing Automobile Dealership. _ Site Acreage: 331,392 Square Feet / 7.61 Acres Building Area: New: 90,286 Square Feet Future: 7,200 Square Feet Modified - Existing: 27,331 Square Feet Subtotal: 124,817 Square Feet `Demolition (Known): 7,499 Square Feet 'Net Total: `117,318 Square Feet "Demo excludes two (2) assembly build- ings (Elks & Church Hall) & Restaurant. Information not available at this time. PROPOSED BUILDING STUDY ANALYS Area Descri ti n: Gross S uare Feet MBU A WS.Re 'd: Actural` -WS Notes: Basement: Ground Second: Third: Fourth or Roof: No.: Site Ex ansion: Service Buildin -Ne 74,506 77,744 74,266 91 91 New inventory above: Service Cano -Ne 4,488 Included 2nd Level: 150 spaces. Showroom /Off. -New 11 11 11 Roof Level: 248 spaces. Parts - ExistM(E.) 7,571 0 0 0 0 Showroom / 0 7,531 0 0 0 Admin.Offi0 0 7,675 7,675 7,675 Existin S Showroom 8,838 1,945 Cano 2,600 Serv. Ctr. -P 8 786 808 9 Car Wash-Detailing Subtotals: Future: 7,571 2,176 120 88,172 7,675 81,941 4 Total: 305,576 Gross Square Feet Total- Future: 312,776 Gross Square Feet 7 Off? street Parkin Re aired: Descri tion: - Gross S.F. No. or Spaces Showroom /Offices - 4/1000 51 937 208 Service /Parts - 2/1000 87,4571 175 Total Parking Spaces: 383 Parkina Re ularions: Cit - Standard 9x20: 80% Minimum Cit -Com act 8x16: 20% Maximum CBC Table 118 -6: 8 Accessible WAV V111► VINVO Z O F 0 O W 0 � :a � z F X W Q J C a� a� x� ► r r� 0 r •r m a m e a 0 m s x w4t:C - cooz YL »0 :.,n0 w,d O- nUS- M- IV\f0'6W0 \olo - \:0 :---N WJ /19 WAY YtINY Y /MYN J C e m i Z I J d o W mm I NNNN.��N�,�Y � a t >• �II � NNC NNC a 1111111 1111 � IIIIIII � ��_ � j�■ ,_� i 111 o n ' � ,—M" .1 - ■.n wd60:f - TOM 'SL 1a :.lop pwuvd tMW' [0'61u0id- .L\i0'61C0 \ °t...m. \:0 awvN -U �6 �F a F vn v I Sett \ 2_ II 0 Lf F< p < TO r � N Vg W O Y1 UY Cy U� S ri o w U N a S w rc o \ 6 o y¢�� NI o f TOO asU ; w G N = wa W WO MOO Q� 00000 00 i Ul i 111 o n ' � ,—M" .1 - ■.n wd60:f - TOM 'SL 1a :.lop pwuvd tMW' [0'61u0id- .L\i0'61C0 \ °t...m. \:0 awvN -U 8 _® R 0 Lt YAIN► VIM11 a 0 a I SO Z Q J CL 0 0 C 11 I I � A C t 1C o tN �o Q � g � g AO o w 9 0 I i o I .d L,C — EWC 'CZ », .1.1 1.1-1 ewp 0'6ta4 \oloppoan \d ..., ap, CITY OF ARCADIA 240 WEST HUNTINGTON DRIVE #--o ARCADIA, CA 91007 CALIFORNIA ENVIRONMENTAL QUALITY ACT ENVIRONMENTAL CHECKLIST FORM 1. Project Title: Proposed Mortan Place Expansion.Project 2. Project Address (Location) 55 W. Huntington Drive, in the City of Arcadia, County of Los Angeles 3. Project Sponsor's Name, Address & Telephone Number: Brian Beatt Rusnak/Arcadia 55 W. Huntington Drive Arcadia, CA 91006 (626) 447 -1117 4. Lead Agency Name & Address: Development Services Department Arcadia Redevelopment Agency c% City Hall, City of Arcadia 240 W. Huntington Drive Post Office Box 60021 Arcadia, CA 91066 -6021 5. Lead Agency Contact Person & Telephone Number: Pete Kinnahan, Economic Development Administrator (626) 574 -5408 6. General Plan Designation: Commercial 7. Zoning Classification: CBD & C -2 -1- CEQA Env. Checklist Part 1, 7/28/04 ATTACHMENT 4B 8. Description of Project: The project includes the acquisition of approximately 3.6 acres of developed land. Once acquired, three (3) buildings (approximately 34,600 sq. ft.) will be demolished and approximately 300,000 sq. ft. of new construction is proposed. The new construction includes a three -story structure with office and retail on the ground floor and automobile parts storage on the next two floors, a new canopy and a new showroom. An additional 38,127 sq. ft. of existing building will be remodeled. The project also requires Architectural Design Review, a CUP, tract map and street vacation. 9. Surrounding Land Uses and Setting: (Briefly describe the project's surroundings.) The site is bordered . by Santa Clara Street to the north and west and Huntington Drive to the south. The properties to the east are zoned Central Business District (CBD), and are developed with commercial, office and retail land uses. 10. Other public agencies whose approval is required (e.g., permits, financing approval, or participation agreement): City of Arcadia (Architectural Design Review, a CUP; tract map, street vacation) ENVIRONMENTAL FACTORS POTENTIALLY AFFECTED: The environmental factors checked below would be potentially affected by this project, involving at least one impact that is a "Potentially Significant Impact" as indicated by the checklist on the following pages. Aesthetics [ ] Air Quality ` Biological Resources [X] Cultural Resources Geology /Soils [ J Hazards & Hazardous Materials Hydrology/Water Quality [ ] Land Use & Planning Mineral Resources [ ] Noise Population & Housing [ . ] Public Services Recreation [X] Transportation / Circulation Utilities and Service Systems Mandatory Findings of Significance -2- CEQA Env. Checklist Part 1, 7/28/04 DETERMINATION (To be completed by the Lead Agency) On the basis of this initial evaluation: [ ] I find that the proposed project COULD NOT have a significant effect on the environment, and a NEGATIVE DECLARATION will be prepared. [X] I find that although the proposed project could have a significant effect on the environment, there will not be a significant effect in this case because the mitigation measures described on an attached sheet have been added to the project. A NEGATIVE DECLARATION will be prepared. [ ] I find that the proposed project MAY have a significant effect on the environment, an ENVIRONMENTAL IMPACT REPORT is required. [ ] I find that the proposed project MAY have a significant effect on the environment, but that at least one effect has been adequately analyzed in an earlier document pursuant to applicable legal standards and has been addressed by mitigation measures based on that earlier analysis as described on attached sheets, and if any remaining effect is a 'Potentially Significant Impact' or "Potentially Significant Unless Mitigated," an ENVIRONMENTAL IMPACT REPORT is required, but it only needs to analyze the effects that have not yet been addressed. [ ] I find that although the proposed project could have a significant effect on the environment, there WILL NOT be a significant effect in this case because all potentially significant effects have been analyzed adequately in an earlier Environmental Impact Report pursuant to applicable standards and have been avoided or mitigated pursuant to that earlier EIR, including revisions or mitigation measures that are imposed upon the proposed project. By: Pete Kinnahan, Economic Development Administrator For: Arcadia Redevelopment Agency Signature Dane Pete Kinnahan Printed Name -3- CEQA Env. Checklist Part 1, 7/28104 EVALUATION OF ENVIRONMENTAL IMPACTS: A brief explanation is required for all answers except "No Impact" answers that are adequately supported by the information sources a lead agency cites in the parentheses following each question. A "No Impact" answer is adequately supported if the referenced information sources show that the impact simply does not apply to projects such as the one involved (e.g., the project is not within a fault rupture zone). A "No Impact" answer should be explained where it is based on project - specific factors as well as general standards (e.g., the project will not expose sensitive receptors to pollutants, based on a project- specific screening analysis). 2. All answers must take account of the whole action involved, including off -site as well as on -site, cumulative as well as project - level, indirect as well as direct, and construction related as well as operational impacts. 3. "Potentially Significant Impact" is appropriate if there is substantial evidence that an effect is significant. If there are one or more, "Potentially Significant Impact" entries when the determination is made, an Environmental Impact Report is required. 4. "Potentially Significant Unless Mitigation Incorporated" applies where the incorporation of mitigation measures has reduced an effect from "Potentially Significant Impact" to a "Less Than Significant Impact" The lead agency must describe the mitigation measures, and briefly explain how they reduce the effect to a less than significant level (mitigation measures from Section 17 "Earlier Analyses" may be cross - referenced). 5. Earlier analyses may be used where, pursuant to the tiering, program Environmental Impact Report, or other CEQA process, an effect has been adequately analyzed in an earlier EIR or Negative Declaration (Section 15063(c)(3)(D)). Earlier analyses are discussed in Section 17 at the of the checklist. " a) Earlier Analyses Used: Identify and state where they are available for review. b) Impacts Adequately Addressed. Identify which effects from the above checklist were within the scope of and adequately analyzed in an earlier document pursuant to applicable legal standards, and state whether such effects were addressed by mitigation measures based on the earlier analysis. c) Mitigation Measures. For effects that are "Less than Significant with Mitigation Measures Incorporated," describe the mitigation measures that were incorporated or refined from the earlier document and the extent to which they address site - specific conditions for the project. 6. Lead agencies are encouraged to incorporate into the checklist, references to information sources for potential impacts (e.g., general plans, zoning ordinances). Reference to a previously prepared or outside document should, where appropriate, include a reference to the page or pages where the statement is substantiated. Supporting Information Sources. A source list should be attached, and other sources used or individuals contacted should be cited in the discussion. 8. The explanation of each issue should identify: a) The significance criteria or threshold, if any, used to evaluate each question; and b) The mitigation measure identified, if any, to reduce the impact to less than significant. -4- CEQA Env. Checklist Part 1, 7/28104 Less Than Potentially Significant Less Than Significant With Significant No Impact Mitigation Impact Impact Incorporation AESTHETICS — Would the project a) Have a substantial adverse effect on a scenic vista? ❑ ❑ ❑ b) Substantially damage scenic resources, including, but not limited ❑ ❑ ❑ to, trees, rock outcroppings, and historic buildings within a state scenic highway? c) Substantially degrade the existing visual character or quality of ❑ ❑ ❑ the site and its surroundings? d) Create a new source of substantial light or glare which would ❑ ❑ ❑ adversely affect day or nighttime views in the area? The proposed project site is surrounded by a secondary arterial to the north and west (Santa Clara Street), the Los Angeles County Arcadia Regional Park, and a primary arterial to the south (Huntington Drive) and commercial, office and retail land uses to the east. There are no scenic resources around the site. The proposed project will be subject to City Commercial /Industrial and CBD Design Guidelines, the Arcadia Redevelopment Agency Redevelopment Plan, Agency Resolution ARA -172, and to the terms and conditions of the pre - existing Conditional Use Permit for the existing site (CUP O1 -010, as amended, and CUP 02 -020). Based on these standarads, the project will meet or exceed the adopted City and Agency standards for design and development. The height of the project (new construction) will not exceed the CBD Zoning, i.e., 40 ft. maximum. The public storage building (60 ft.) is proposed to remain and to be aesthetically improved consistent with City and Agency standards. The maximum height of light standards is 20 ft. (15 ft. within 100 ft. of residential). Per City Code Section 9263.61, all lights shall be directed onto the applicant's property to reduce glare. Hours of operation shall be consistent with City Code. As such, no significant adverse impact on aesthetics is anticipated. 2. AGRICULTURE RESOURCES - In determining whether impacts to agriculture resources are significant environmental effects, lead agencies may refer to the California Agricultural Land Evaluation and Site Assessment Model (1997) prepared by the California Dept. of Conservation as an optional model to use in assessing impacts on agriculture and farmland. Would the project: a) Convert Prime Farmland, Unique Farmland, or Farmland of ❑ ❑ ❑ Statewide Importance (Farmland) to non - agricultural use? (The Farmland Mapping and Monitoring Program in the California Resources Agency to non - agricultural use? b) Conflict with existing zoning for agricultural use, or a Williamson ❑ ❑ ❑ Act contract? CEQA Checklist 5 7/28/04 Less Than Potentially Significant Less Than Significant With Significant No Impact Mitigation Impact Impact Incorporation .. c) Involve other changes in the existing environment which, due to ❑ ❑ ❑ 3. their location or nature, could result In conversion of Farmland to non- agricultural use? There are no agricultural resources in the City. AIR QUALITY - Where available, the significance criteria established by the applicable air quality management or air pollution control district may be relied upon to make the following determinations. Would the project: a) Conflict with or obstruct implementation of the applicable air ❑ quality plan? b) Violate any air quality standard or contribute substantially to an ❑ existing or projected air. quality violation? c) Result in a cumulatively considerable net increase of any criteria ❑ pollutant for which the project region is non - attainment under an applicable federal or state ambient air quality standard (including releasing emissions which exceed quantitative thresholds for ozone precursors)? d). Expose sensitive. receptors to substantial pollutant ❑ concentrations? e) Create objectionable odors affecting a substantial number of ❑ people? ❑ ❑ ❑ ❑ ® ❑ ❑ ® ❑ ❑ ® ❑ ❑ ® ❑ CEQA Checklist 6 7/28/04 Less Than Potentially Significant Less Than Significant With Significant No Impact Mitigation Impact Impact Incorporation The project area is within the South Coast Air Basin (SCAB), which includes Los Angeles and Orange County as well as portions of Riverside and San Bernardino counties. Air Quality conditions in the Basin are under the jurisdiction of the South Coast Air Quality Management District ( SCAQMD). The SCAQMD and the Southern California Association of Governments (SCAG) are responsible for formulating and implementing an Air Quality Management Plan (AQMP) for the basin. The current AQMP was approved in 2003. Implementation of the AQMP is based on a series of control measures that vary by source type, such as stationary or mobile, as well as by the pollutant targeted. Since the AQMP is based on growth projections reflected in local General Plans, only new or amended General Plans, or projects that exceed the level of development contemplated in the General Plan have the potential to conflict with the AQMP. The proposed commercial development is consistent with the development contemplated in the City of Arcadia's General Plan (adopted September 3, 1996 by City Council Resolutions 5945 and 5946) and therefore no conflict with the AQMP would occur (City of Arcadia General Plan, Section 4.4). The proposed project may cause an increase in the air pollutants as three buildings will be demolished and there will be approximately 300, 000 sq. ft. of new construction. An increase in air pollutants may occur during demolition and construction phases of the project. To reduce the air pollutants, all demolition and construction related to this project, including removal/remediation of any asbestos - contaminated materials or lead -based paint, will be in accordance with local air quality regulations as administered by the South Coast Air Quality Management District Rule 403 and the Air Quality Management Plan (AQMD). During site clearance the applicant shall be required to apply water to the site so as to keep down dust and particulate matter per SCAQMD Rule 403 and AQMP BCM -06 and BCM -03. There will be additional cars on the site both for sale and service, as well as cars driven by additional customers, including testing, and employees (452 net new trips). As a percentage of the daily trips on Santa Clara Street, Santa Anita Avenue and Huntington Drive (57,000. trips), this is an insignificant daily and cumulative impact. All new and used cars sold or leased are required to meet State emission standards. Cars in for service are also required to meet these requirements. Customer and employee cars, to be licensed, must meet State emission standards. The continued operation on the site will be in accordance with air quality regulations as administered by the South Coast Air Quality Management District. (As a practical matter, new /used car and auto service customers will continue to shop in the regional area, resulting in little net change to air quality in the region.) In addition, the applicant will be encouraged to utilize employee car pooling and preferential parking for employee van pools and car pools. As such, the impacts shall be less than significant. 4. BIOLOGICAL RESOURCES - Would the project: a) Have a substantial adverse impact, either directly or through ❑ ❑ ❑ habitat modifications, on any species identified as a candidate, sensitive, or special status species in local or regional plans, policies, or regulations, or by the California Department of Fish and Game or U.S. Fish and Wildlife Service? b) Have a substantial adverse impact on any riparian habitat or other ❑ ❑ ❑ sensitive natural community identified in local or regional plans, policies, and regulations or by the California Department of Fish and Game or US Fish and Wildlife Service? CEQA Checklist 7 7/28/04 Less Than Potentially Significant Significant With Impact Mitigation Incorporation Less Than Significant No Impact Impact c) Have a substantial adverse effect on federally protected wetlands ❑ ❑ ❑ as defined by Section 404 of the Clean Water Act (including but not limited to , marsh, vernal pool, coastal, etc.) through direct removal, filling, hydrological interruption or other means? d) Interfere substantially with the movement of any native resident or ❑ ❑ ❑ migratory fish or wildlife species or with established resident or migratory wildlife corridors, or impede the use of wildlife nursery sites? 5. e) Conflict with any local policies or ordinances protecting biological ❑ ❑ ❑ resources, such as a tree preservation policy or ordinance? f) Conflict with the provisions of an adopted Habitat Conservation ❑ ❑ ❑ Plan, Natural Conservation Community Plan, or other approved local, regional or state habitat conservation plan? The, project site is currently fully developed and all demolition and new construction activities will have no impact on biological resources. CULTURAL RESOURCES - Would the project: a) Cause a substantial adverse change in the significance of a ❑ ® ❑ ❑ historical resource as defined in § 15064.5? b) Cause a substantial adverse change in the significance of an ❑ ❑ ❑ archaeological resource pursuant to § 15064.5? c) Directly or indirectly destroy a unique paleontological resource or ❑ ❑ ❑ site or unique geologic feature? d) Disturb any human remains, including those interred outside of ❑_ ❑ ❑ formal cemeteries? CEQA Checklist 8 7/28/04 Less Than Potentially Significant Less Than Significant With Significant No Impact Mitigation Impact Impact Incorporation As part of the project, the Elks Lodge at 27 W. Huntington Drive is one of three buildings to be demolished. This building was originally the enlisted men's quarters (some records say it is the Officer's Quarters) for the U.S. Army Balloon School, circa 1916 -1919. Additionally, there was' a pool next to this building which was orginally the Rancho Santa Anita reservoir but was turned into the pool for the men by Anita Baldwin (daughter of Lucky Baldwin, founder of Arcadia). The pool, which was originally extended to the east over the adjoining property, was reportedly filled with dirt by the Elks. It is apparently under the existing parking lot. The south wall of the pool, with the diving board support structure, currently separates the Elks property from the properties to the south. Allegedly, there are two old Chrysler cars buried in the pool. The building was located between the Santa Fe and Southern Pacific Rail lines which, along with the Pacific Red Car, have been removed. The property was also apparently owned by Mrs. Walton Stocker. The building architect was Myron Hunt, who designed the Rose Bowl, Huntington Library, the Ambassador Hotel, and the Pasadena Central Library. The building was abandoned after WWI and fell into disrepair until the late 1920's. It was later used as a warehouse, tavern, jewelry store, square dance hall, liquor store, clubhouse, retail store, orange juice canning factory, stables, riding academy, dance studio, Shriners club, and more recently (1959) an Elks Club/banquet hall. Over the years numerous remodels have occured to the building which include removing the original open beam ceiling, changing the windows, covering over 3 river rock fireplaces, and remodeling the facade and walls of the building. The building was severely damaged, and one of the rock fireplaces collapsed in the Sierra Madre earthquake (1991). It has since been repaired. Any potential architectural significance was lost in these extensive remodels. Although the Elks Lodge is not determined to have any historical or cultural value due to the extensive renovations, changes and structural damage, photographs will be taken of the building and forwarded to the City's Ruth and Charles Glib Historical Museum, in order to preserve a historical record of the building. During hazardous waste remediation, demolition and clearance of the site (i.e., building, reservoir /pool) a qualified historian, company or an individual with knowledge of the area's history will be on site in the event artifacts are discovered (see Mitigation Monitoring Program, attached). These will be forwarded to the Musuem. Elks Club representatives have informed Agency staff that they would want the wooden bar, apparently brought from Alaska by Lucky Baldwin and reduced in size, relocated to their new site. (The Agency is required by State law to relocate displaced businesses.) None of the other structures on the project site have any cultural or historical value. The 18,000 sq. ft. Church in Arcadia at 21 Morten Place was originally a bowling alley constructed in 1949. The small 6,100 sq. ft. vacant triangular parcel on W. Santa Clara was once owned by `Babe" Dahlgren, the player who followed Lou Gehrig at first base for the New York_ Yankees. It has since passed to his sons and is not considered historically important. The public storage building was constructed for Bekins in 1949, and the restaurant (Rod's) constructed in 1957. Neither of these sites is formally listed in, or determined to be eligible for listing in, the California Register of Historical Resources or any other state or local list. Based upon the mitigation measures proposed, the impacts to the cultural resources will be less than significant. 6. GEOLOGY AND SOILS - Would the project: a) Expose people or structures to potential substantial adverse ❑ ❑ ❑ effects, including the risk of loss, injury, or death involving: Rupture of a known earthquake fault, as delineated on the ❑ ❑ ❑ most recent Alquist- Priolo Earthquake Fault Zoning Map issued by the State Geologist for the area or based on other substantial evidence of a known fault? Refer to Division of Mines and Geology Special Publication 42. CEQA Checklist 9 7128/04 Less Than Potentially Significant Less Than Significant With Significant No Impact Mitigation - Impact Impact Incorporation ii) Strong seismic ground shaking? ❑ ❑ ❑ iii) Seismic - related ground failure, including liquefaction? ❑ ❑ ❑ v) Landslides? ❑ ❑ ❑ b) Result in substantial soil erosion or the loss of topsoil? ❑ ❑ ❑ c) Be located on a geologic unit or soil that is unstable, or that would ❑ ❑ ❑ become unstable as a result of the project, and potentially result in on- or off -site landslide, lateral spreading, subsidence, liquefaction or collapse? d) Be located on expansive soil as defined in Table 18 -1 -B of the ❑ ❑ ❑ Uniform Building Code (1994), creating substantial risks to life or property? 7 e) Have soils incapable of adequately supporting the use of septic ❑ ❑ ❑ tanks or alternative waste water disposal systems where sewers are not available for the disposal of waste water? While this entire region is subject to the effects of seismic activity and north Arcadia has both the Raymond and Sierra Made faults, the subject location has not been determined to be especially susceptible to any of the above geological or soil problems. The site is essentially flat land, and is not within an area subject to inundation, subsidence, or expansion of soils. It is already developed with commerciailretail /service buildings. All new construction shall be required to comply with all applicable building and safety codes. As such, no adverse impacts are anticipated. VII. HAZARDS AND HAZARDOUS MATERIALS - Would the project: aj Create a significant hazard to the public or the environment ❑ ❑ ® ❑ through the routine transport, use, or disposal of hazardous materials? b) Create a significant hazard to the .public or'the environment ❑ ❑ through reasonably foreseeable upset and accident conditions involving the release of hazardous materials into the environment? MEMEM CEQA Checklist 10 7/28/04 c) Emit hazardous emissions or handle hazardous or acutely hazardous materials, substances, or waste within one - quarter mile of an existing or proposed school? d) Be located on a site which is included on a list of hazardous ❑ materials sites compiled pursuant to Government Code Section 65962.5 and, as a result, would it create a significant hazard to the public or the environment? e) For a project located within an airport land use plan or, where ❑ such a plan has not been adopted, within two miles of a public airport or public use airport, would the project result in a safety hazard for people residing or working in the project area? f) For a project within the vicinity of a private airstrip, would the ❑ project result in a safety hazard for people residing or working in the project area? g) Impair implementation of or physically interfere with an adopted ❑ emergency response plan or emergency evacuation plan? h) Expose people or structures to a sigificant risk of loss, injury or ❑ death involving wildland fires, including where wildlands are adjacent to urbanized areas or where residences are intermixed with wildlands? ❑ ❑ ❑ ❑ ❑ ❑ No Impact As part of the proposed project, three (3) buildings will be demolished and approximatlely 300,000 sq. ft. of new construction will occur. The nearest schools are: Barnhart School, 240 W. Colorado, (K -8), approximately 1,810 -1,980 ft. to the west of the expansion site; First Avenue Middle School (6 -8) at 301 S. First Avenue, approximately 1,340 -1,460 ft. to the southeast of the expansion site; Arroyo Pacific Academy (7 -12) at 115 E. Santa Clara Street, approximately 100 ft. north of the expansion site across Santa Clara Street. This school, in a converted office building, is permitted to have up to 150 students. Some of the buildings to be demolished have asbestos- contaminated materials and may have lead based paint and other potentially hazardous construction related materials. These materials will be removed and disposed of in accordance with SCAQMD requirements (Rule 403, AQMP BCM -06 and BCM -03). All new construction shall be required to comply with all applicable building and safety codes. During site clearance, the work area shall be kept wet to prevent dust and other particulate matter from escaping from the project site per AMC 8655. The final site plan, including any partial street vacation, shall be approved by City Fire, Police, Development Services, and utilities prior to approval of a Tract Map, CUP, and issuance of a building permit. Based upon the measures proposed, the impacts will be less than significant. . CEQA Checklist 11 7/28/04 Less Than Potentially Significant Less Than Significant With Significant Impact Mitigation Impact Incorporation d) Be located on a site which is included on a list of hazardous ❑ materials sites compiled pursuant to Government Code Section 65962.5 and, as a result, would it create a significant hazard to the public or the environment? e) For a project located within an airport land use plan or, where ❑ such a plan has not been adopted, within two miles of a public airport or public use airport, would the project result in a safety hazard for people residing or working in the project area? f) For a project within the vicinity of a private airstrip, would the ❑ project result in a safety hazard for people residing or working in the project area? g) Impair implementation of or physically interfere with an adopted ❑ emergency response plan or emergency evacuation plan? h) Expose people or structures to a sigificant risk of loss, injury or ❑ death involving wildland fires, including where wildlands are adjacent to urbanized areas or where residences are intermixed with wildlands? ❑ ❑ ❑ ❑ ❑ ❑ No Impact As part of the proposed project, three (3) buildings will be demolished and approximatlely 300,000 sq. ft. of new construction will occur. The nearest schools are: Barnhart School, 240 W. Colorado, (K -8), approximately 1,810 -1,980 ft. to the west of the expansion site; First Avenue Middle School (6 -8) at 301 S. First Avenue, approximately 1,340 -1,460 ft. to the southeast of the expansion site; Arroyo Pacific Academy (7 -12) at 115 E. Santa Clara Street, approximately 100 ft. north of the expansion site across Santa Clara Street. This school, in a converted office building, is permitted to have up to 150 students. Some of the buildings to be demolished have asbestos- contaminated materials and may have lead based paint and other potentially hazardous construction related materials. These materials will be removed and disposed of in accordance with SCAQMD requirements (Rule 403, AQMP BCM -06 and BCM -03). All new construction shall be required to comply with all applicable building and safety codes. During site clearance, the work area shall be kept wet to prevent dust and other particulate matter from escaping from the project site per AMC 8655. The final site plan, including any partial street vacation, shall be approved by City Fire, Police, Development Services, and utilities prior to approval of a Tract Map, CUP, and issuance of a building permit. Based upon the measures proposed, the impacts will be less than significant. . CEQA Checklist 11 7/28/04 b) Substantially deplete groundwater supplies or interfere ❑ ❑ ❑ EK substantially with groundwater recharge such that there would be a net deficit in aquifer volume or a lowering of the local groundwater table level (i.e., the production rate of pre- existing nearby wells would drop to a level which would not support existing land uses or planned uses for which permits have been granted)? c) Substantially alter the existing drainage pattern of the site or area, ❑ ❑ ❑ including through the alteration of the course of a stream or river, in a manner which would result in substantial erosion or siltation on- or off -site? d) Substantially alter the existing drainage pattern of the site or area, ❑ ❑ ❑ including through the alteration of the course of a stream or river, or substantially increase the rate or amount of surface runoff in a manner which would result in flooding on- or off -site? e) Create or contribute runoff water which would exceed the capacity ❑ ❑ ❑ of existing or planned storm water drainage systems or provide substantial additional sources of polluted runoff? f) Otherwise substantially degrade water quality ❑ ❑ ❑ EJ g) Place housing within a'100 -year flood hazard area, as mapped on ❑ ❑ ❑ a federal Flood Hazard Boundary or Flood Insurance Rate Map or other flood hazard delineation map? h) Place within a 100 -year floodplain structures which would impede ❑ ❑ ❑ or redirect flood flows? i) Expose people or structures to a significant risk of loss, injury or ❑ ❑ ❑ death involving flooding, including flooding as a result of the failure of a levee or dam? CEQA Checklist 12 7/28/04 Less Than Potentially Significant Less Than - Significant With Significant No Impact Mitigation Impact Impact Incorporation S. HYDROLOGY AND WATER QUALITY - Would the project: a) Violate any water quality standards or waste discharge ❑ ❑ ❑ requirements? b) Substantially deplete groundwater supplies or interfere ❑ ❑ ❑ EK substantially with groundwater recharge such that there would be a net deficit in aquifer volume or a lowering of the local groundwater table level (i.e., the production rate of pre- existing nearby wells would drop to a level which would not support existing land uses or planned uses for which permits have been granted)? c) Substantially alter the existing drainage pattern of the site or area, ❑ ❑ ❑ including through the alteration of the course of a stream or river, in a manner which would result in substantial erosion or siltation on- or off -site? d) Substantially alter the existing drainage pattern of the site or area, ❑ ❑ ❑ including through the alteration of the course of a stream or river, or substantially increase the rate or amount of surface runoff in a manner which would result in flooding on- or off -site? e) Create or contribute runoff water which would exceed the capacity ❑ ❑ ❑ of existing or planned storm water drainage systems or provide substantial additional sources of polluted runoff? f) Otherwise substantially degrade water quality ❑ ❑ ❑ EJ g) Place housing within a'100 -year flood hazard area, as mapped on ❑ ❑ ❑ a federal Flood Hazard Boundary or Flood Insurance Rate Map or other flood hazard delineation map? h) Place within a 100 -year floodplain structures which would impede ❑ ❑ ❑ or redirect flood flows? i) Expose people or structures to a significant risk of loss, injury or ❑ ❑ ❑ death involving flooding, including flooding as a result of the failure of a levee or dam? CEQA Checklist 12 7/28/04 Less Than Potentially Significant Less Than Significant With Significant No Impact Mitigation Impact Impact Incorporation j) Inundation by seiche, tsunami or mudflow? ❑ ❑ ❑ k) Potential impact of project construction on storm water runoff? ❑ ❑ ❑ 1) Potential impact of project post - construction activity on storm ❑ ❑ ❑ water runoff? m Potential for discharge of storm water from areas from material ❑ ❑ ❑ storage, vehicle or equipment maintenance (including washing), waste handling, hazardous materials handling or storage, delivery areas or loading docks, or other outdoor work areas? n) Potential for discharge of storm water to cause significant harm ❑ ❑ ❑ on the biological integrity of the waterways and water bodies? o) Potential for discharge of storm water to impair the beneficial ❑ ❑ ❑ uses of the receiving waters or areas that provide water quality benefit? p) Potential for significant changes in the flow velocity or volume of ❑ ❑ ❑ storm water runoff that can use environmental harm? q) Potential for significant increases in erosion of the project site or ❑ ❑ ❑ surrounding areas? The proposed project site is currently developed with commercial /retail /service buildings. All new construction shall be required to comply with all applicable building and safety and National Pollutant Discharge Elimination System/Standard Urban Stormwater Mitigation Plan Stormwater Pollution Protection Plan (NPDESISUSMP) codes. A Stormwater Pollution Protection Plan (SWPPP) shall be prepared by the applicant and submitted to the City for approval prior to construction. Best Management Practices (BMPs) shall be included in the required approved plan. As the site is currently developed with buildings and paved parking lots, there will be little change to the existing drainage and runoff generated by the project site. As such, no adverse impacts are anticipated. 9. LAND USE AND PLANNING - Would the project: a) Physically divide an established community? ❑ ❑ ❑ b) Conflict with any applicable land use plan, policy, or regulation of ❑ ❑ ❑ CEQA Checklist 13 7/28/04 The proposal is consistent with the Commercial land use designation of the General Plan and with the CBD zone, and is required to comply with the regulations of all other jurisdictional agencies with applicable environmental regulations. The proposed project site is currently developed with commercial /retail /service buildings. All new construction shall be required to comply with all applicable building and safety codes. A Traffic Study was prepared by Kimley -Hom Associates. It was reviewed by Wflldan (City Traffic Consultant, Ed Cline) (see Attachment 1A and 1B). Based upon the study, there may be potentially significant traffic impacts at the Santa Anita Avenue /Huntington Drive intersection caused by the Rusnak Expansion project. However, these can be reduced to less than significant by the installation of an additional left turn lane at north bound °'Santa Anita Avenue. The additional turn lane will reduce project - related congestion and help to unsure that current LOS levels are maintained. The developer shall pay his fair share of the cost prior to the issuance of a building permit (see Mitigation Monitoring Program, Attachment 2). A partial vacation of Morten Place is proposed in order to accomplish the expansion plan. Consideration of this partial vacation will follow State law and City General Plan and street design standards. Design and development conditions requiring adequate access for emergency vehicles, and adjacent property owners/tenants, shall be imposed as part of the conditions of approval for the CUP, tract map, and street vacation process. Final approval will be considered, by the City Council at a,noticed public hearing. As such, no significant adverse impacts are anticipated. 10. 11 MINERAL RESOURCES • Would the project: Less Than - Potentially Significant Less Than - Significant With Significant No Impact Mitigation Impact Impact Incorporation Result in the loss of availability :of a locally- important mineral an agency with jurisdiction over the,project (including, but not ❑ ❑ limited to the general plan, specific plan, local coastal program, or resource recovery site delineated on a local general plan, specific zoning ordinance) adopted for the purpose of avoiding or plan or other land use plan? mitigating an environmental effect? c) Conflict with any applicable habitat conservation plan or natural ❑ ❑ ❑ ❑ community conservation plan? The proposal is consistent with the Commercial land use designation of the General Plan and with the CBD zone, and is required to comply with the regulations of all other jurisdictional agencies with applicable environmental regulations. The proposed project site is currently developed with commercial /retail /service buildings. All new construction shall be required to comply with all applicable building and safety codes. A Traffic Study was prepared by Kimley -Hom Associates. It was reviewed by Wflldan (City Traffic Consultant, Ed Cline) (see Attachment 1A and 1B). Based upon the study, there may be potentially significant traffic impacts at the Santa Anita Avenue /Huntington Drive intersection caused by the Rusnak Expansion project. However, these can be reduced to less than significant by the installation of an additional left turn lane at north bound °'Santa Anita Avenue. The additional turn lane will reduce project - related congestion and help to unsure that current LOS levels are maintained. The developer shall pay his fair share of the cost prior to the issuance of a building permit (see Mitigation Monitoring Program, Attachment 2). A partial vacation of Morten Place is proposed in order to accomplish the expansion plan. Consideration of this partial vacation will follow State law and City General Plan and street design standards. Design and development conditions requiring adequate access for emergency vehicles, and adjacent property owners/tenants, shall be imposed as part of the conditions of approval for the CUP, tract map, and street vacation process. Final approval will be considered, by the City Council at a,noticed public hearing. As such, no significant adverse impacts are anticipated. 10. 11 vibration or groundborne noise levels? CEQA Checklist 14 7/28/04 MINERAL RESOURCES • Would the project: a) Result in the loss of availability of a known mineral resource that ❑ ❑ ❑ would be of value to the region and the residents of the state? b) Result in the loss of availability :of a locally- important mineral ❑ ❑ ❑ resource recovery site delineated on a local general plan, specific plan or other land use plan? No mineral resources are known to exist at the site. As such, no adverse impacts are anticipated.,. NOISE - Would the project result in: a) Exposure of persons to or generation of noise levels in excess of ❑ ❑ ® ❑ standards established in the local general ` plan or noise ordinance, or applicable standards of other agencies? b) Exposure of persons to or generation of excessive groundborne ❑ ❑ ® ❑ vibration or groundborne noise levels? CEQA Checklist 14 7/28/04 Less Than Potentially Significant Less Than Significant With Significant No Impact Mitigation Impact Impact Incorporation c) A substantial permanent increase in ambient noise levels in the ❑ ❑ ® ❑ project vicinity above levels existing without the project? d) A substantial temporary or periodic increase in ambient noise ❑ ❑ ® ❑ levels in the project vicinity above levels existing without the project? e) For a project located within an airport land use plan or, where ❑ ❑ ❑ such a plan has not been adopted, within two miles of a public airport or public use airport, would the project expose people residing or working in the project area to excessive noise levels? f) For a project within the vicinity of a private airstrip, would the ❑ ❑ ❑ project expose people residing or working in the project area to excessive noise levels? There will be a short -term increase in noise levels due to demolition and construction on site. Demolition, construction and operation are subject to the Arcadia Municipal Code (noise) Section 4610 at seq. (The applicant is also required to comply with Conditional Use Permit 01 -010 on his existing site.) As part of this process, the design and construction of the service work areas will be required to screen sound from adjacent streets and properties. Work noise should not significantly adversely impact any of the neighboring properties since hours of operation and decibel levels for all outdoor speakers will be regulated per City Codes. Therefore, the impact will be less than significant. 12. POPULATION AND HOUSING - Would the project: a) Induce substantial population growth in an area, either directly (for ❑ ❑ ❑ example, by proposing new homes and businesses) or indirectly (for example, through extension of roads or other infrastructure)? b) Displace substantial numbers of existing housing, necessitating ❑ . ❑ ❑ the construction of replacement housing elsewhere? c) Displace substantial numbers of people, necessitating the ❑ ❑ ❑ construction of replacement housing elsewhere? CEQA Checklist 15 7/28/04 Less Than Potentially Significant Significant With Impact Mitigation Incorporation Less Than Significant No Impact Impact There will be a 75t person increase (net above the existing Rusnak auto dealership use) in the employee workplace. To the extent the project employs individuals from outside the City, due to high sales prices of condominiums ($280,000 - $600,000), homes ($500,000- $2,000,000 +) and high rental prices of apartments ($950 - $2,000+ /month), the City does not anticipate that a significant number of these employees would move to Arcadia. As such, no significant adverse impacts are anticipated. 13. PUBLIC SERVICES —Would the project a) Result in substantial adverse physical impacts associated with the provision of new or physically altered governmental facilities, need for new or physically altered ,governmental facilities, the construction of which could cause significant environmental impacts, in order to maintain acceptable service ratios, response times or other performance objectives for any of the public services: Fire protection? ❑ ❑ ❑ Police protection? ❑ ❑ ❑ El Schools? ❑ ❑ ❑ Parks? ❑ ❑ ❑ Other public facilities? ❑ ❑ ❑ 14. The proposed project is strictly a commercial development. The project will not create more impact upon public services than the previous Foulger Ford dealership, restaurant, banquet hall, church, or other retail uses. Additionally, the applicant will be required to pay all required State, County and City fees for development prior to issuance of a building permit (Arcadia Municipal Code 8130.9- 8130.11, 8020.8 and 7053.8, etc.). As such, no significant adverse impacts are anticipated. The City Council annually adopts a five (5) year Capital Improvement Program, the first year of which comprises those projects to be completed that year, e.g., projects required by adopted Mitigation Monitoring Program, etc. RECREATION —Would the project: a) Increase the use of existing neighborhood and regional parks or ❑ ❑ ❑ other recreational facilities such that substantial physical deterioration of the facility would occur or be accelerated? b) Does the project include recreational facilities or require the ❑ ❑ ❑ El construction or expansion of recreational facilities which have an adverse physical effect on the environment? CEQA Checklist 16 7/28/04 15. Less Than Potentially Significant Less Than Significant With Significant No Impact Mitigation Impact, • Impact Incorporation The Los Angeles County Regional Park and Golf Course are immediately south of the project site. Three city parks (Newcastle, Bonita, Eisenhower) are all within one -half mile of the site. The net increase of employees (est. max. 75 ±) will not create any significant adverse impact upon recreation services. As such, no significant adverse impacts are anticipated. TRANSPORTATION/TRAFFIC - Would the project: a) Cause an increase in traffic which is substantial in relation to the ❑ ® ❑ ❑ existing traffic load and capacity of the street system (i.e., result in a substantial increase in either the number of vehicle trips, the volume to capacity ratio on roads, or congestion at intersections)? b) Exceed, either individually or cumulatively, a level of service ❑ ❑ ®. ❑ standard established by the county congestion management agency for designated roads or highways? c) Result in a change in air traffic patterns, including either an ❑ ❑ ❑ increase in traffic levels or a change in location that results in substantial safety risks? d) Substantially increase hazards due to a design feature (e.g., ❑ ❑ ® ❑ sharp curves or dangerous intersections) or incompatible uses (e.g., farm equipment)? e) Result in inadequate emergency access? ❑ ❑ ❑ f) Result in inadequate parking capacity? ❑ ❑ ® ❑ g) Conflict with adopted policies, plans or programs supporting ❑ ❑ ❑ ED alternative transportation (e.g., bus turnouts, bicycle racks)? CEQA Checklist 17 7/28/04 Less Than Potentially Significant Significant With Impact Mitigation Incorporation Less Than Significant No Impact Impact Willdan, (based upon the Kimley -Hom Traffic Study) recommends, based upon projected declining levels of road capacity and service at Santa Anita Avenue /Huntington Drive caused over time by the existing project and cumulative traffic, that an additional left turn lane should be added to northbound Santa Anita Avenue at Huntington Drive (see Mitigation Monitoring Program, attached). The addition of this one lane will increase the capacity of the street system and reduce potential impacts to below a level of significance. A partial vacation of Morlan Place is proposed in order to accomplish the expansion plan. Consideration of this partial vacation will follow State law. Design and development conditions including access for emergency vehicles and adjacent property ownersRenants, shall be imposed as part of the City CUP, tract map, and street vacation process. Possible final approval will be made by the City Council after a noticed public hearing. As a result, no significant adverse impacts are.anticipated. In addition, Willdan has recommended (but not required) that a striped median with turn pockets be installed on West Santa Clara Street between Huntington Drive and Santa Anita Avenue. This would require the removal of parking spaces on the northwest side of Santa Clara Street. The Development Services Department (City Engineer) will monitor traffic conditions along Santa Clara Street, and, if appropriate, include the installation of a painted median and the removal of the parking spaces on the northwest side of West Santa Clara Street in the City's annual Capital Improvement Program (CIP). 16. UTILITIES AND SERVICE SYSTEMS - Would the project: a) Exceed wastewater treatment requirements of the applicable ❑ ❑ ❑ Regional Water Quality Control Board? b) Require or result in the construction of new water or wastewater ❑ ❑ ❑ treatment facilities or expansion of existing facilities, the construction of which could cause significant environmental effects? c) Require or result in the construction of new storm water drainage ❑ ❑ ❑ facilities or expansion of existing facilities, the construction of which could cause significant environmental effects? d) Have sufficient water supplies available to serve the project from ❑ ❑ ❑ existing entitlements and resources, or are new or expanded entitlements needed? In making this determination, the City shall consider whether the project is subject to the water supply assessment requirements of Water Code Section 10910, at seq. (SB 610), and the requirements of Government Code Section 664737 (SB221). e) Result in a determination by the wastewater treatment provider ❑ ❑ ❑ which serves or may serve the project determined that it has adequate capacity to serve the project's projected demand in addition to the provider's existing commitments? CEQA Checklist 18 7/28/04 Less Than potentially Signifcant Less Than Significant With Significant No Impact Mitigation - Impact Impact Incorporation Be served by a landfill with sufficient permitted capacity to accommodate the project's solid waste disposal needs? g) Comply with federal, state and local statues and regulations related to solid waste? ❑ ❑ ❑ ❑ ❑ ❑ The proposed project is consistent with the Commercial land use designation of the General Plan and the CBD zone which allows for new and used automobile sales and service at the project site. The proposed project shall be subject to all applicable wastewater and NPDES/SUSMP requirements. The partial vacation of Morlan Place will follow the procedures required by State law, including utility notification and 'approval of street and building utility service plans, e.g. Southern California Edison, Southern California Gas, Arcadia Water, Los Angeles County Public Works, Sanitation District, Pacific Bell, Adelphia, Altdo, etc. Design and development conditions, based upon the Arcadia Municipal Code and utility requirements, will be imposed as part of the design review, CUP, tract map and street vacation processes. The applicant shall comply with City waste recycling requirements per AB 939 and City of Arcadia Municipal Code Section 5130. As such, no significant adverse impacts are anticipated. 17 MANDATORY FINDINGS OF SIGNIFICANCE a) Does the project have the potential to degrade the quality of the ❑ ❑ ❑ environment, substantially reduce the habitat of a fish or wildlife species, cause a fish or wildlife population to drop below self- sustaining levels, threaten to eliminate a plant or animal community, reduce the number or restrict the range of a rare or endangered plant or animal or eliminate important examples of the major periods of California history or prehistory? b) Does the project have impacts that are individually limited, but ❑ ❑ ® ❑ cumulatively considerable? ( "Cumulatively considerable" means that the incremental effects of a project are considerable when viewed in connection with the effects of past projects, the effects of other current projects, and the effects of probable future projects)? c) Does the project have environmental effects which will cause ❑ ❑ ® ❑ substantial adverse effects on human beings, either directly or indirectly? The proposed project is consistent with the Commercial land use designation of the General Plan and the CBD zoning of the property which allows for the sales of new automobiles (with a CUP) at the project site. The proposal shall not result in cumulative impacts to the surrounding properties or limit the future development of the surrounding properties. (The Planning Commission found the proposed project was consistent with the General Plan at their meeting of June 22, 2004:) As such, no significant adverse impacts are anticipated. CEQA Checklist 19 7/28/04 DATE TO: Philip A. Wray, City Engineer FROM: Ed Cline; Traffic Engineer July 29, 2004 SUBJECT: TRAPFIO IMPACT REPORT -- RUSNAK AUTOMOBILE DEALERSHIP EXPANSION �C As requested, I have reviewed the Traffic Impact Report prepared for the proposed expansion of the Rusnak Automobile Dealership. The report described the proposed expansion, the additional property needed for the expansion, the potential traffic impacts associated with the project, site access, and on -site parking. The project description and potential traffic related impacts are summarized in the Executive Summary on Page iii of the ;report, The trip generation data was developed by using widely recognized trip generation information provided by the Institute of Transportation Engineers (ITE). The forecasted net increase in traffic discounted the amount of trips associated with the current land uses, which will be eliminated by the project. The overall analyses include Saturday traffic as well as normal weekday trips. The impact report predicted that the automobile dealership expansion can be expected to add' 452 daily trips to the surrounding street system. Of this daily volume,, 241 additional trips are forecast during the morning .peak hour and 1 "trips during 'the afternoon peak hour. These additional trips were added to the surrounding street" system base&on traffic distribution associated with current traffic flow. The trips were added to a cumulative traffic volume base established by adding . projected trips associated with other proposed projects to the existing . traffic volume in each roadway. The cumulative proposed projects included the Westfield Shoppingtown Expansion. The report analyzed 13 significant roadway segments throughout.the City as well as ten (10) intersections that would be potentially impacted by the project. The roadway segments analyzed are listed on Table 4 of the report. The intersections studied are on Table 5`of the report., They are also shown on Figure 1 of the report. Based on the analyses conducted, the report does not recognize any significant impacts on any of the roadway segments. The study identifies one intersection that is ATTACHMENT 4B(1) Development Services Department Philip A. Wray, City Engineer Traffic Impact Report — Rusnak Automobile Dealership Expansion July 29, 2004 Page 2 forecasted to experience a significant impact based on project traffic. That intersection is: Huntington Drive and Santa Anita Avenue The report recommends a mitigation improvement for Huntington Drive and Santa Anita Avenue. The mitigation is summarized below: • Huntington Drive /Santa Anita Avenue — Widen by two feet the westbound lanes to include two through lanes and one shared through /right -turn lane. • The intersection mitigation measure for Huntington Drive at Santa Anita Avenue was obtained from the City's Transportation Master Plan. The study also analyzed the amount of on -site parking that is being proposed. The report indicates that 567 new parking spaces are planned. The report also indicates that 398 parking spaces would be available for vehicle inventory and 271 spaces would be available for employees and customers. The report recommends that two spaces adjacent to the easterly driveway on Huntington Drive be eliminated in order to reduce potential conflict between vehicles entering and exiting the driveway. Based on my review of the report, I concur with the technical aspects of the report. I. concur with the study results of the roadway segment evaluation and the intersection analyses. I also concur with the recommendation to eliminate the parking stalls adjacent to the Huntington Drive driveway. I reviewed the recommended mitigation improvements at Huntington Drive and Santa Anita Avenue and concluded that according to the data provided, a second northbound left turn lane would provide a greater improvement to the intersection Level of Service (LOS).than the improvements shown in the report. The double northbound left turn movement could be accomplished by modifying the existing landscaped median on Santa Anita Avenue south of Huntington Drive rather than widening the north side of Huntington Drive. This improvement should also be considered as a condition of approval for the project. Another issue, which was alluded to in the report, was a future raised median on Santa Clara Avenue. This improvement was mentioned in the Transportation Master Plan. Based on the potential increase in traffic on Santa Clara Avenue, I believe that a painted median on Santa Clara Avenue with designated left turn lanes at each Rusnak driveway would be beneficial. In order to accomplish this improvement, parking would have to be eliminated on the northwest side of Santa Clara Avenue across the street Philip A. Wray„ City Engineer y .o- Traffic Impact Report — Rusnak Automobile.Dealetship Expansion P July 29, 2004 Page 3 from the Rusnak property. This improvement should also be considered a condition of approval of the project. There are a few technical issues in the report, which should be reviewed by the preparer. They are listed below: Table 14 — the hourly trips exceed the daily volume for the fast -food coffee place. Page 39 — the table numbers are inaccurate. Page 44 — the table numbers appear to be inaccurate. EC:pa cc: Pete Kinnahan, Economic Development Administrator ' 12: A lt i' I �G t r I I I I i . "A LF ' It I L` y tl' is I hth Y3 'rr�4 , 1 FE I IF so IMF L V I f f , s t I ' � ! H SO I I t r f � }, { die, s ) tq ny t. 4 I ,( 'i ah tt "E t I41 I t+ 4 it 1 t. I �. A Iy Y f S � I �` ) Y .. rl� r 5.J{ x' t I I i M r It r I � �t � m h' i ' o a � : IK t z is � ��A�yj 4 I �' t At v I , r f I %7 p {n f l j lo � sh Vii. A Is I l;ytlttr I I " a '. "fi j p r ' �'.. a ) d I I � y r'• q � iv tr J ,�' � t Ana is All 1 1 t L i 4 .1, . P`' c lj S F�i Ar Is FINAL REPORT TRAFFIC IMPACT ANALYSIS CITY OF ARCADIA RUSNAWARCADIA EXPANSION MORLAN PLACE PROJECT Prepared for: City of Arcadia 240 West Huntington Drive Arcadia, California 91066 -6021 Prepared by: Kimley -Horn and Associates, Inc.. 5550 Tnnanna Canvon Blvd.. Suite 250 TABLE OF CONTENTS EXECUTIVESUMMARY ......................................................................................................... ............................... III INTRODUCTION............................... ... . ...... . .......... .. ....... :.... :..................................................................................... I PROJECTDESCRIPTION ............................................. :......... ... .................. . ......... . ........... ........................................ 1 STUDYMETHODOLOGY .......................................................................................................... ............................... 5 Roadway Level of Service Analysis ...................................................................................... ............................... 7 Intersection Level of Service Analysis Criteria .................................................................... ............................... 7 EXISTING(2004) CONDITIONS .:.............................................:................................................ ............................... 8 Study Area Freeway and Roadway Descriptions ................................................................. ............................... 8 CUMULATIVEPROJECTS .........:.......................................:.........:........................................... .:............................. 16 EXISTING ( 2004) + CUMULATIVE CONDITIONS ....................... ......:......... ................... . .......... ..,......... ............ 23 Project Trip Generation ......... :................ ..: ................. . ................. ........................... ......................................... 18 ProjectTrip Distribution ............................. . ................................................................................... I ............ I.... 19 EXISTING (2004) + CUMULATIVE + PROJECT CONDITIONS .:........................................ ............................... 40 SIGNIFICANT IMPACTS AND RECOMMENDED MITI GATION ........................................ ............................... 45 SITEPLAN AND PARKING ANALYSIS ................................................................................. ............................... 48 CONCLUSIONAND RECOMMENDATIONS .................................... . ............................... ......................... I.......... 50 APPENDICES LIST OF TABLES TABLE - ROADWAY SEGMENTS ANALYZED .................................................................... ............................... 5 TABLE2 - STUDY AREA INTERSECTIONS ............................................. ............................................................... 6 TABLE 3 - ICU LEVEL OF SERVICE (LOS) DEFINITIONS ..................................................... ............................... 7 _ TABLE 4 - SUMMARY OF ROADWAY ANALYSIS ................................................................. ............................... 9 TABLE 5 - SUMMARY OF INTERSECTION ANALYSIS ....................................................... ............................... 10 TABLE 6 - CUMULATIVE PROJECTS WEEKDAY TRIP GENERATION ............................ ............................... 16 TABLE 7 - CUMULATIVE PROJECTS SATURDAY TRIP GENERATION ........................... ............................... 17 TABLE 8 - SUMMARY OF ROADWAY SEGMENT ANALYSIS ...................... ...... 23 TABLE 9 - SUMMARY OF INTERSECTION ANALYSIS ....................................................... ............................... 24 J. —__ T ABLE 10— SUMMARY_OF—h- EEKDAY_PROJECT-TRIP GENERATION ........... .......: ...:....... ...... 28 TABLE 11- SUMMARY OF SATURDAY PROJECT.TRIP GENERATION ........................... ............................... 29 i TABLE 12 - WEEKDAY PROJECT TRIP GENERATION DETAIL ........................................ ............................... 30 TABLE 13 - SATURDAY PROJECT TRIP GENERATION DETAIL ....................................... ............................... 32 TABLE 15 - SUMMARY OF INTERSECTION ANALYSIS ............. ..............................a TABLE 16 - RECOMMENDED MITIGATION IMPROVEMENT .................... :............. TABLE 17 - SUMMARY OF INTERSECTION ANALYSIS ............. ............................... i Rusnak/Arcadia Morlan Place Project TIA i ........................ 41 ........................ 45 ........................ 45 August 3, 2004 LIST OF FIGURES FIGURE1- PROJECT STUDY AREA ................................................................................ ............................... 2 FIGURE 2 — RUSNAK/ARCADLA SITE EXPANSION ............. . ............................................... I........................... 3 FIGURE3 — PROJECT SITE PLAN .................................................................................... ............................... 4 FIGURE 4 — EXISTING APPROACH LANE CONFIGURATIONS ........................................ ............................... 11 FIGURE 5 — EXISTING (2004) WEEKDAY TURN MOVEMENT VOLUMES ...................... ............................... 13 FIGURE 6 — EXISTING (2004) SATURDAY TURN MOVEMENT VOLUMES ..................... ............................... 15 FIGURE 7— LOCATIONS OF CUMULATIVE PROJECTS ................................................... ............................... 18 FIGURE 8 — CUMULATIVE PROJECTS WEEKDAY TURN MOVEMENT VOLUMES ............. I ........................... 19 FIGURE 9— CUMULATIVE PROJECTS SATURDAY TURN MOVEMENT VOLUMES ......... ............................... 21 FIGURE 10 — EXISTING (2004) + CUMULATIVE WEEKDAY TURN MOVEMENT VOLUMES ......................... 25 FIGURE I1 — EXISTING (2004) + CUMULATIVE SATURDAY TURN MOVEMENT VOLUMES ........................ 27 FIGURE 12 — PROJECT TRAFFIC DISTRIBUTION ........................................................... ............................... 33 FIGURE 13 — PROJECT TRAFFIC DISTRIBUTION TURN MOVEMENT PERCENTAGES ..... ............................... 35 FIGURE 14— PROJECT WEEKDAY TURN MOVEMENT VOLUMES ................................... .............................37 FIGURE 15 — PROJECT SATURDAY TURN MOVEMENT VOLUMES ................................ ............................... 39 FIGURE 16 — EXISTBQG (2004) + CUMULATIVE + PROJECT WEEKDAY TURN MOVEMENT VOLUMES ....... 42 FIGURE 17 — EXISTING (2004) + CUMULATIVE + PROJECT SATURDAY TURN MOVEMENT VOLUMES.—.. 44 FIGURE 18 — INTERSECTION WITH A SIGNIFICANT IMPACT .......................................... ............................... 47 RusnaIJArcadia Morlan Place Project TIA ii August 3, 2004 EXECUTIVE SUMMARY This report documents, the results of a traffic impact and parking analysis completed for the proposed expansion of the Rusnak/Arcadia Mercedes dealership at its current location at 55 !Vest Huntington Drive at the comer of Morlan Place in the City of Arcadia. -,This study was performed in accordance with the Los Angeles County Congestion Management Program (CMP) guidelines for completing a traffic study under the direction of City of Arcadia staff. Based upon the analysis documented in this report, the following conclusions and recommendations can be made. • The proposed expansion of the Rusnak/Arcadia Mercedes dealership will include a 3.6 -acre dealership expansion that will include an additional 117,318 square feet of dealership space and a partial vacation of Morlan Place adjacent to the current property., The expansion would include, an additional 54 service bays for a total of 80, a new service building with 2 stories and rooftop parking for vehicle inventory storage, parking for inventory and employee vehicles provided on -site, new showrooms and offices, and a remodeled existing 4 -story building for parts storage, offices, administration, and a retail coffee establishment. • The Rusnak/Arcadia dealership expansion would generate 758 net daily weekdaytrips, 248 net trips in the AM peak hour (7 -9am), and 114 net trips in the PM peak hour (4 -6pm). • The Rusnak/Arcadia dealership expansion would generate 587 net daily Saturdaytrips and 36 nettrips in the PM peak hour (4 -6pm) on Saturday. • The addition of project traffic is expected to increase, the volume -to- capacity ratio at the following study intersection beyond the threshold of significance to create a significant impact, as defined by the Los Angeles County Congestion Management Program (CMP). o Huntington Drive/Santa Anita Avenue • Due to the cumulative impacts of all of the projects identified in this study, the following improvement is recommended to mitigate the significant at the impacted intersection. • Huntington Drive/Santa Anita Avenue - Provide two through lanes and one shared through /right -turn lane for westbound traffic. • The developer shall pay its fair share of the cost of the improvement as determined /calculated by the City of Arcadia's City Engineer/Engineering Services Administrator ■ According to the site plan dated February 9, 2004, adequate site access has been provided. The project proposes three additional driveways at the following locations. o Huntington Drive at the existing intersection of Morlan Place. o Huntington Dri approximately 3 16 fe et west of S Ani Avenue. an term tstr y cvesr t — — Avenue). ■ The vehicles pulling out of the parking stalls immediately adjacent to the proposed- easternmost driveway on Huntington Drive may conflict with vehicles entering or exiting the driveway. The two arkin aces ne — stthe steef s>) ould be eliminated to enhance the rn ress/e Less ofveh1cles from p S SP g _ -. g — the site and to avoid vehicular conflicts. It is recommended that 10 on -site parking spaces designated for inventory display in the site plan be re- designated for employee parking in order to off -set the need for parking at the proposed coffee establishment on Huntington Drive. Rusnak/Areadia Morlan Place Project 17A iii August 3, 2004 INTRODUCTION This report documents the results of a traffic impact and parking analysis completed for the proposed expansion of the Rusnak/Arcadia Mercedes dealership at its current location at 55 West Huntington Drive at the comer of Morlan Place in the City of Arcadia. This study was performed in accordance with the Los Angeles County Congestion Management Program (CMP) guidelines for completing a traffic study under the direction of City of Arcadia staff. PROJECT DESCRIPTION The proposed expansion of the Rusnak/Arcadia Mercedes dealership would include a 3.6 -acre expansion of an existing dealership and a partial vacation of Morlan Place adjacent to the current property. The existing Rusnak/Aroadia dealership includes 26 service bays, a showroom, offices, a car.wash and detail facility, and on -site parking for customers. The dealership expansion would include the following. • An additional 54 service bays for a total of 80. . • A new service building, including 2 stories with rooftop parking for vehicle inventory storage. • Parking for inventory and employee vehicles would be provided on -site. • New showrooms and offices. • Remodeled existing 4- story - building for parts storage, offices, administration, and a retail coffee establishment. The dealership expansion would involve the demolition of existing uses and buildings adjacent to the existing Rusnak/Arcadia site. The properties proposed for re-use include the following. • Dahlgren property - A vacant triangular parcel (6,100 sq. ft.). • Church in Arcadia - An 18,282-sq.-ft. building. A former bowling alley converted into a church. According to church representatives, Sunday attendance vanes widely (100 -800 people) depending upon whether other faith churches meet at the Arcadia site. • Elks Club - A 12,346-sq.-ft. building, the Elks Club rents out their building for private and civic functions. • Public Storage -A 38,127-sq.-ft. building. • Rod's Grill - A 3,964- sq. -ft. restaurant building. Figure 1 illustrates the project site location and the study area intersections, and Figures 2 and 3 illustrate the - - -- — — - The study area includes ten intersections that were analyzed for potential peak -hour project traffic impacts during weekdays and on Saturdays. Roadway level of service, site access, the site plan's internal circulation, and parking access were also evaluated Rusnak/Arcadia Morlan Place Project TIA 1 August 3, 2004 rim NORTH ms g99119ow 1 INN11Ran]l1 oA i 6 2 c RUSNAK ARCADIA PROJECT STUDY AREA Jul 29. 200 0:48am — USER Kedn.Thpmpa_ (: \TPTD \99119000 — Rumok Arcadia TA \Dag \Rusnok Arcadia Flpures.dwg ='F VIMUZ IL ® Study Areo intersections Existing Roodwcy ® Project' FIGURE 1 ®® Kimley—Harn a. ® and Associates; n( e. a� 3nN3AV VIINV V1NVS W U g : L4 i N 11I- l I% V ' O O O 2 y �.Q C N `t C Y O 11 LL 0 ° ° < CL ° U X Q w U) �o O � a Z)� x T- CL N il I 4� i nnN3AY UNY VINYS W 5 a i Y Y U it Y p rurrumi rrrrll,� R O ©DOD C0 F M w � L o m =y .€ Y O a P 4 O O I S V n Q ^ K a ui a Y W Q to O " CL STUDY METHODOLOGY This document analyzes the study area roadway and intersection traffic conditions under the following three scenarios: • Existing (2004) Weekday and Saturday • Existing (2004) + Cumulative projects Weekday and Saturday • Existing (2004) + Cumulative + project Weekday and Saturday The project study area was defined by the City of Arcadia in the Request for Proposals dated February 27, . 2004. The dealership is expected to be constructed and operating by the year 2006. Analysis of traffic that will be generated from cumulative projects (approved developments) includes projects that are expected to be developed through the year 2006 in the general vicinity of the proposed Project. Thirteen roadway, segments were analyzed for average daily traffic (ADT) impacts. Ten intersections were analyzed as part of weekday peak -hour project traffic impacts, and five intersections were analyzed for Saturday PM peak -hour project traffic impacts. Table 1 presents the roadway segments analyzed for this study, and Table 2 presents the study area intersections, their control, jurisdiction, and day of analysis. TABLE 1 ROADWAY SEGMENTS ANALYZED Roadway Segment, 1 Foothill Blvd Baldwin Ave to Santa Anita Ave 2 Huntington Dr Baldwin Ave to Holly Dr 3 Huntington Dr (EB) Holly Dr to Santa Clara St 4 Huntington Dr (WB) Holly Dr to Colorado PI 5 Huntington Dr Santa Clara St to Santa Anita Ave 6 Duarte Rd Holly Dr to Santa Anita Ave 7 Live Oak Ave Santa Anita Ave to Second Ave s Baldwin Ave Colorado St to Santa Anita Mall Drwy A 9 Baldwin Ave Santa Anita Mall Drwy A to Huntington Dr 10 Santa Anita Ave Foothill Blvd to I -210 WB Ramps _.it — SantaAnita.Ave —_ _____.___ Colorado- Blvd_to- Santa- C1ara.St ---- -- 12 Santa Anita Ave Santa Clara St to Huntington. Dr 13 Santa Anita Ave Huntington Dr to Campus Dr Source: City afArcadla 1004 - - -- may, Rusnak/Arcadia Morlan Place Project TTA 5 August 3, 2004 TABLE 2 STUDY AREA INTERSECTIONS Intersection Control Jurisdiction Anat sts '. Weekday Saturda I Huntington Dr /Second Ave signal City of Arcadia :: X 2 Huntington Dr /Santa Anita Ave signal City of Arcadia X X 3 Huntington WSanta Clara St signal City of Arcadia X X 4 Huntington Dr /Colorado Place signal City of Arcadia X X s Huntington Dr/Holly Ave/Campus Dr signal City of Arcadia X X 6 Huntington Dr/Baldwin Ave signal City of Arcadia X X r Santa Anita Ave/Santa Clara St signal City of Arcadia X s Santa Anita Ave/Colorado Blvd signal City of Arcadia X 9 Santa Anita Ave/1 -210 Eastbound Ramp signal City of Arcadia/Caltrans X 10 Santa Anita Ave/I -210 Westbound Ramp signal I City of Arcadia/Caltrans X . - Source: City of frand4 2004 May, 2004. . i 1 . Rusnak/Arcadia Morlan Place Project TIA 6 August 3, 2004 Roadway Level of Service Analysis The CMP does not specifically require the analysis of roadways for a traffic study. However, it is useful to perform the analysis in order to compare the overall roadway level of service with and without the proposed project. Roadway level of service (LOS) is based on capacity per lane per day and is assigned letters A through F similar to intersection LOS (described below) based on a volume -to- capacity (V /C) ratio. No findings of significant impacts will be described as part of this study. Thirteen roadway segments were analyzed as part of this traffic study. The analyses calculated the level of service for the roadway segments and the change in the volume -to- capacity ratio produced by project traffic. Intersection Level of Service Analysis Criteria The CMP traffic analysis guidelines require the use of the Intersection Capacity Utilization (ICU) method to calculate intersection LOS. Table 3 presents the capacity utilization ratio and the corresponding LOS, using the ICU method. TABLE 3 ICU LEVEL OF SERVICE (LOS) DEFINITIONS ICU Value Level of Service (LOS) 0 to 60% A >60% to 70% B >70% to 80% C >80% to 90% D >90% to 100% E >100% to 110% F Source: Trgfflcwam, Intersection Capacity Utilization 2000 Guideltnes. The City of Arcadia utilizes CMP traffic impact study guidelines that define a significant traffic impact as an increase in demand by at least 2% where the intersection would operate at LOS F with project traffic. Analysis of Existing (2004) traffic conditions is based upon Traffic counts provided by Kimley -Horn & p.m. and 6 p.m. (PM peak) on typical weekdays while school was in session, during March and April 2004. Saturday peak -hour traffic counts were obtained in March, 2004. Saturday peak -hour analysis only considers the PM peak hour (4 -6pm) in this report. Rusnak/Arcadia Morlan Place Project TIA 7 August 3, 2004 EXISTING (2004):CONDITIONS A description of study area roadways and analysis of existing roadway and intersection operating conditions is provided in the following paragraphs. Study Area Freeway and Roadway. Descriptions Footbill Freeway (I -210) is located north and east of the project site.. The I -210 Freeway provides regional . access to the San Fernando Valley to the west and San Bernardino to the east.. The freeway provides for four travel lanes plus one high occupancy vehicle lane (minimum 2 occupants) in each direction in the Arcadia area The I -210 Freeway carries heavy volumes of traffic, especially during peak periods of the day, Access to the project site from the freeway is provided by ramps at Santa Anita Avenue and at Huntington Drive. The extension of the Foothill Freeway (SR -210) east into San Bernardino County has'increased traffic on the I -210 and also on east -west arterial roadways through Arcadia, including Foothill Boulevard, Colorado Boulevard, Huntington Drive, and Duarte Road. Baldwin Avenue is located approximately I !/2 miles.west of the project site. Baldwin Avenue is anorth -south primary arterial' roadway with two lanes in each direction except for a segment with three northbound lanes adjacent to the Santa Anita Mall and the L'os Angeles County Arboretum. The roadway provides for regional travel in the western San Gabriel Valley. Santa Anita Avenue is located approximately one - quarter mile east of the project site. Santa Anita Avenue is a north - south primary arterial roadway with two and three travel lanes in each direction. The street provides for regional travel in the San Gabriel. Valley and carries moderate to heavy volumes of traffic. Access to the project site is provided from the Foothill (I -210) Freeway via Santa Anita Avenue. Second Avenue is located approximately'/. mile east of the project -site. Second Avenue is a north -south secondary arterial roadway that provides for local travel within the City ofArcadia. The street has one or two lanes in each direction and provides access to the downtown area of the City. Foothill Boulevard is located one mile north of the project site. Foothill Boulevard is an east -west primary arterial that provides for travel between Pasadena, Arcadia, and Monrovia. The street has two lanes in each direction. Colorado Boulevard is located % mile north of the project site. Colorado Boulevard is an east -west . collector roadway with two lanes in each direction. Colorado Place is located'' /. mile west of the project site. Colorado Place is a primary arterial roadway Santa Clara Street is located adjacent to the project site.' Santa,Clara Street is an east -west secondary arterial with two lanes in each direction west of Santa Anita Av enue and a collector roadway with' one lane - - in north eiinr} inn- nacfnf 9 +n- Anita- A9PniiPoin thrdm fnw area 1 `- -" " "-- "" -- Huntington Drive is located adjacent to the project site. Huntington Drive is an east -west major arterial west of Colorado Place and a primary arterial east of Colorado Place that provides for regional east -west travel in the San Gabriel Valley. The street has four lanes in each direction west of Colorado Place and two lanes in each direction east of Colorado Place. Rusnak/Arcadia Morlen Place Project TIA 8 - August 3, 2004 Duarte Road is located % mile south of the project site. Duarte Road is an east -west secondary arterial that provides for travel between the cities of Temple City, Arcadia, Monrovia, and Duarte. The street has two lanes in each direction. Live Oak Avenue is located 2'(: miles south of the project site. Live Oak Avenue is an east -west primary arterial that provides for regional travel in the north San Gabriel Valley. The street has two lanes in each -direction. Table 4 presents the existing roadway segment traffic volumes and their corresponding LOS. Level of service is based on a lane capacity of 2,000 vehicles per day. TABLE 4' SUMMARY OF ROADWAY ANALYSIS EXISTING (2004) LEVEL OF SERVICE Roadway Segment Lanes Capacity . Volume v/C LOS Foothill Blvd _ Baldwin Ave to Santa Anita Ave 4 40,000 19,050 0.476 A Huntington Dr Baldwin Ave to Holly Dr 8 80,000 29,550 0.369 A, Huntington Dr EB Holly Dr to Santa Clara St 3 30,000 13,200 0.440 A Huntington Dr Holly Dr to Colorado P1 3 30,000 14,000 0.467 A Huntington Dr Santa Clara St to Santa Anita Ave 4 40,000 22,000 1 0.550 A Duarte Rd Holly Dr to Santa Anita Ave 4 40,000 23,300 0.583 A Live Oak Ave Santa Anita Ave to Second Ave 4 40,000 29,000 0.725 C Baldwin Ave Colorado St to Santa Anita Mall Divvy A 4 40,060 32,750 0.819 D Baldwin Ave* Santa Anita Mall Drwy A to Huntington Dr 5 50,000 29,350 0.587 A Santa Anita Ave Foothill Blvd to 1 -210 WB Ramps 4 40,000 25,500 0.638 B Santa Anita Ave Colorado Blvd to Santa Clara St 4 40,000 32,850 0.821 Santa Anita Ave Santa Clara St to Huntington Dr 4 40,000 25,000 0.625 JB LL Santa Anita Ave Huntington Dr to Campus Dr 4 40,000 26,200 0.655 "Baldwin Avenue has three northbound and two southbound lanes in this segment Source: City of Arcadia, 2004; 10mley -Horn & Asaodmes, 2004. May, 2004. The existing study area intersection approach lane configurations utilized for,all analysis scenarios are illustrated in Figure 4. 'Existing weekday peak -hour traffic volumes at each study area intersection are illustrated in Figure 5. Table 5 presents the Existing (2004) peak -hour intersection operating conditions. Rumak/Arcadia Morlan Place Project TIA 9 August 3, 2004 TABLE 5 SUMMARY OF INTERSECTION ANALYSIS EXISTING (2004) LEVEL OF SERVICE Sourer K(mke, and ksociwf , Inc., 1004 - May, 2004. .. The table indicates that all study area intersections except one currently operate at LOS D or better. The intersection of Santa Anita Avenue and the I -210 Eastbound Ramp currently operates at LOS E during the weekday AM peak hour.' - ICU analysis worksheets for the existing conditions scenario are provided in Appendix B. I Rusnak/Arcadia Morlan Place Project TIA - E .August 3, 2004 we av Saturda AM Peak PM Peak PM Peak Intersection Hour Hour . Hour V/C LOS - V/C LOS V/C LOS 1 Huntington Dr/Second Ave 0.784 C 0.882 D 2 Huntin n Dr /Santa Anita Ave 0.875 D .. 0.826 D 0.765 C 3 Huntington Dr /Santa Clara St 0.904 D 0.808 D 0.904 D 4 Huntington Dr /Colorado PI 0.669 B 0.781 C - 0.699 B s Huntington Dr/Holly Ave 0.801 C 0.636 B D. B 6 Huntington Dr/BnIdivinAve 0.659 B 0.791 C 0.806 D" 7 Santa Anita Ave/Santa Clara St 0.670 B 0.727 " C' " 8 . Santa Anita Ave/Colorado Blvd 0.705 C ' 0.794 C 9 Santa Anita Ave /I.210 Eastbound Ramp 0.933 E 0.811 D to Santa Anita Ave/1 -210 Westbound Ram 0.771 C 0.808 D Sourer K(mke, and ksociwf , Inc., 1004 - May, 2004. .. The table indicates that all study area intersections except one currently operate at LOS D or better. The intersection of Santa Anita Avenue and the I -210 Eastbound Ramp currently operates at LOS E during the weekday AM peak hour.' - ICU analysis worksheets for the existing conditions scenario are provided in Appendix B. I Rusnak/Arcadia Morlan Place Project TIA - E .August 3, 2004 1 I Huntington Dr /Second Ave a IIII Huntington Of w� r� 7�F 41 Huntington DrIColorado Place at Hundn� Dr 2 I Huntington DdSanta Anita Ave Q IIII Huntington Or a —T _a k— E— I�' ITT' J Huntington Dr/HoOy Ave/Campus Or i: L Huntington Or Campus Or LEGEND RUSNAK ARCADIA EXISTING APPROACH LANE CONFIGURATIONS Striped Directional Movement a Signalized Intersection � C Jul 29. 2004 — &50am — USER Kevin.Thomas K: \TP70\99119000 — Rusnak Arcadia TIA \Dwg \Rusnak Arcadia Figures.dwg NORTH NM 099119WO Huntington DvSanta Clara St M -ij) Huntington Or 0 N 0 It�r Huntington DNBaldwin Ave T Q Huntington Or � T FIGURE 4A Kimley -Horn o and Associates, nncc. 7 � Santa Anita Ave/Santa Clara St _f Ir dyyy� E Santa Clara St lc _ 10 Santa Anita AW-210 Westbound Ramp a • 19 j� . 1 -210 WB Ramp a 8 ( Santa Anita Ame/Colorado Blvd VIC j4L Colorado BW _a 7�r O NCF4TH MIS 0001.48000 9 Sairta Anita Aven -210 Eastbound Raml - - - - - -- - --- -- -- -- - - - - - -- --- - -1 a I 1 -210 EB Ramp LEGEND Striped.._ _._.. Directional Movement Signalized Intersection I RUSNAK ARCADIA EXISTING APPROACH FIGURE 413 i LANE CONFIGURATIONS 'Kimley -Hom a. 'Jul 9, 2004 - 8:50am - USE Keyln.rnamae CEFl Associates, Fn c- Rusnak Arcodio TA \Dwg \Rusook Arcadia Figures . dwg -- - TURN MOVEMENT J.' I.. cow - - - c K: \TPTO \99119000 – Rusnok Arcadia LUMES Kimley-Han o.� . and Associotes, Inc. usnok Arcadia Figures.owg NORTH ais as9+t9oao 1 Huntington ONSeoond Ave 2, Huntington Or /Santa Anita Ave 3 Huntington Dr/Sants Clara St �� III a Z ' m I a y I �I l[ Y 11 Huntington Or �� 49/134 4 1050/]52 jr 51/2 Huntington Or k— 69/6] f 1052/479 07/146 Huntington Or E 1336/]09 .9,59 {19 0/ 5] .--► T fr 1 I 361/1,1} —� 150/325 � T � I 1 74/1019 _ I rr ti 4 - Huntfagton Or/Colorado Place 5 Huntington Dr/HollyAve/Campus Or 6 Huntington DrBaldwin Ave L M i ,T � " ; b V\ \ `� k— HUntington Or k— 43 JS 0 0 656/812 332/16, L � y - tC_._ 1ea /169 4 8}0/606 W— m6 /3o6 602/252 16/15 fi5fi /1013 �� Huntington Or Huntington Or 1]3 234 T 8 57/1X8 861145 campus Dr 3 m LEGEND t Directronol MoveemenT ;..._ Signolized Intersection xx /rr AM /PM Turn Movement Volumes RUSNAK ARCADIA _.._ EXISTING WEEKDAY PEAK,-HOUR INTERSECTION FIGURE 5A TURN MOVEMENT J.' I.. cow - - - c K: \TPTO \99119000 – Rusnok Arcadia LUMES Kimley-Han o.� . and Associotes, Inc. usnok Arcadia Figures.owg i NOR jRa ars onA+ 7 Santa Anfta Ave /Santa Clare St 8 Santa Anb Ava/Colorado Blvd 9 Santa Anna Avail -210 Eastbo n FF �e r---------- - - - - -- nm� III I e �� R 0,9 lLWY k— 39/w V� 247/13° <— 144/600 Santa Clara St 60/46 30/142 Blvd ry 3B /'a: 1-210 EB Ramp 22D /W2 _T e° /41 —..a u z2s/iW tat /244 —9 3sa /141 —j 9/19 - 28/43 —� FI Ir I35 /121 � T 461/264 � 1 w ° mm U CM no$ Xe -d 10 Santa Anita Ave/1.210 Westbound Ramp I Q �o 322/305 , -1 -210 WB Ramp �, �� 33 °/324 . �r L- -- - ----- -- - - - j LEGEND _._. ._._._.- _..... ..... _.._._.. __..... ._ ..... Directional Movement ._.._.. j O Signalized Intersection zx /rr AM /PM Turn Movement Volumes 1 RUSNAK ARCADIA _ WEEKDAY EXISTING PEAK HOUR INTERSECTION FIGURE 5B i TURN MOVEMENT VOLUMES . Kirnley -Han m.� Jul 29, 2 04 - a: 51. - USER K6vin.Thomac' and ASSOCIateS, nC: K: \TPT \99719000 - RusnOk A..6. nA \0.9 \ROw.k Arcadi0 Figures. d.9 - ' 21 Huntington Dr/Santa Anita Ave 44 S� 2 I d Huntington Dr ,9a _,1 aaa —> - 243,—y I �— 115 f — 652 153 J Huntington DrMolfy Ava/Campus Dr min °e O L Huntington Or 2655 43 ---Jt sw I 1 C Campus Dr m °' 3 1 Huntington Dr /Santa Clara St I 5 K r7 �' 31 Huntington Dr 119 —a 0 sag 6 I Huntington Dr/Baldwin Ave Q C .m� Huntington Dr 297 ---A 743 —j 191 �y k_ 123 4 1336 rL— 354 1 1 '^ Sn NORTH n7a oe911gaao 4, Huntington Dr/COlorado Place k— 257 <— 1057 Huntington Dr LEGEND ` -- - -- -.-- - D1�ectionofNtovemenf -- - O Signalized Intersection XX, PM Turn Movement Volumes j RUSNAK ARCADIA - - EXISTING SATURDAY PM PEAK HOUR FIGURE 6 INTERSECTION TURN MOVEMENT VOLUMES Kimley -Horn Jul 29, 2004 — 8:51om — USER Kevin. Thomas . - W and Associates, Inc. K: \TPTO \99119000 — Rusnok ArcaCla 71A \Dwg \Rusnok Arcodia Figures.dwg CUMULATIVE PROJECTS Traffic volumes expected to be generated from cumulative projects (other planned and approved development projects) were utilized to simulate future traffic conditions after the cumulative projects are built and become occupied/operational in the year 2006 when the Rusnak/Arcadia expansion is expected to be completed. Cumulative weekday trips were obtained from the "Site Traffic Impact and Parking Analysis for Westfield Shoppingtown, Santa An Mall Expansion" report completed in April, 2000 and the "Arcadia Senior Housing Project" report completed in November, 2003: Trip generation rates from the Institute of Transportation Engineers' (ITE). Trip Generation Manual a Edition and the San Diego Association of Governments (SANDAG) were used to estimate traffic generated on Saturday.: These two projects were identified by the City of Arcadia as the only cumulative projects to be analyzed for year 2006 conditions. Tables 6 and 7 present the trips generated by these two projects on weekdays and Saturdays, respectively. The locations of the two cumulative projects are illustrated in Figure 7. Cumulative project intersection traffic volumes are illustrated in Figures 8 and 9. TABLE 6 CUMULATIVE PROJECTS WEEKDAY TRIP GENERATION Cumulative Project - - - Units Cumulative Projects Weekday Generated Trips Daily AM Peak Hour PM Peak Hour In Out in Out I Arcadia Senior Housing 72 housing units 271 4 2 5 3 2 Westfield Shoppingtown Santa Anita Expansion 218,000 sq. ft.* 3,550 0 ** 0 ** 168 182 j Westfield Shoppingtown Santa Anita Cinema 3,014 seats* (110,000 sq. ft.) 5,425 0 ** 0 ** 261 173 TOTALS 9,246 4 2 434 358 Source: Arcadia Senior Hawing Pmjed 'CifyafAmadia.Novemhar1003. source: "SWe 7�aj/lc Impact adParking Analysisfor WesffleldShoppinglo m, SmiaAnha Mall FVmulam,.Arcadia, California ", April 2000. *.Soma Anita Mall espawion phase I only "the Mall does not apex wait 10 mi. May, 2004 - Rusnak/Arcadia Morlan Place Project TIA 16 August 3, 2004 TABLE 7 CUMULATIVE PROJECTS SATURDAY TRIP GENERATION Cumulative Project Units Saturday Generated Trips Dail Y Peak Hour - 1 7 i _ n out t Arcadia Senior Housing 72 housing units 271 5 3 2 Westfield Shoppingtown Santa Anita Expansion 218,000 sq. ft" 4,484 243 225 3 Westfield Shoppingtown . Santa Anita Cinema 3,014 seats' (110,000 sq. ft.) 6,631 394 319 TOTALS 1 11,386 642 547 Spume: ~w Senior Houdng Pro /em'. City ofAmadm Nonmber 2003. .Source: Sbe TraJ/lclmpr atdParhingMnlysisfor Wwoeid Sboppinglown, Sams Antio, Mail Esprmilon. Amodta. Calffanda', April 20M.. Smtme: WE Trip Genermlon Mamm( 61h Edition', 1997 San Diego Adamciation of Governments, 1998. •Santa MltaMall apandon phan l only. . May, 2004 Rusnak/Arcadia Morlan Place Project TIA .17 August 3, 2004 O NORTH NIS 099119000 n � ( 1 Existing Roadway Project Site 3 Cumulative Projects X Cumulative Project Number ' RUSNAK ARCADIA FIGURE 7 LOCATIONS OF CUMULATIVE PROJECTS' \ Kimley -Horn o.=.:. Jul 29, 2004 — 'e: — USER Kedn # - ® WV and Associates, nC. K:\TPTO \99119000 — Rusnak Arcadia 71A \0wg \Rusnak Arcadia Figures.dwg -- INTERSECTION TURN MOVEMENT VOLUMES Kimley –Nom a. M 29. 2004 — B:53um — USER Kevin.Thomaa and ASSOCIOteS, nC. (: \TPTO \99119000 — Rusnak Arcadia TIA \Owq \Ruenak Arcadia Figures.dwg NORTH IRS 099110000 1 Huntington Dr/Second Ave 2 1 Huntington Dr /Santa Anita Ave 3 Huntington Dr/Sants Clare St — J r! $ m 1/26 Huntington Or f— 1 /Z7 Huntington Or � L Huntington Or Q 1/23 0 1123 _A o� 4 Huntington Dr /Colorado Place 5 1 Huntington Dr/Holiy Ave/Campus Or 6 - Huntington Dr/Baldwin Ave 6 O _ L � IF t 3/4 a 6--- o /+s Huntington Or E — 1/48 t /s0 —� I o lCW 0/m �— U %]B Huntington Dr D- Huntington Or t O o a/w p Campus Or o bn LEGEND -.. _. :. .. __. ___. _. _. _.... ... ..... _. Direcfionol Movement _.. -_... Signalized Intersection 4 i .. XX /YY AM /PM Turn Movement Volumes j RUSNAK ARCADIA WEEKDAY CUMULATIVE PEAK HOUR FIGURE 8A INTERSECTION TURN MOVEMENT VOLUMES Kimley –Nom a. M 29. 2004 — B:53um — USER Kevin.Thomaa and ASSOCIOteS, nC. (: \TPTO \99119000 — Rusnak Arcadia TIA \Owq \Ruenak Arcadia Figures.dwg i 7 Santa Anita Ava/Santa Clara St a to Santa Clara St 8 Santa Anita Ava/Colorado Blvd ' o s W rn Colorado Blvd 0 - 1 101 I F I 1 0 Santa Anita Avaq -210 Westbound Ramp _ ¢ 9 n c � 1 -210 WB Ramp w 0/8 r� NORTH rats 099119000 (3 Santa Anita Ave/1.210 Eastbound Ramp - ------------ - - -� t� 1.210 EB Ramp Tr 00 T i o - -- - -� - -- -- ----- LEGEND - -- -- - --- Uirectional Movement - - ' -- - - Signalized Intersection XX /YY AM /PM Turn Movement Volumes RUSNAK ARCADIA I 1 WEEKDAY CUMULATIVE PEAK.HOUR FIGURE 8B INTERSECTION TURN MOVEMENT'VOLUMES Kimley -Hom m.«. Jul 29,'2004 - 8:53am - USER Kevin.Thomas and Associates Inc. S: \IPTO \99119000 - Rusnak Areadio TlA \Dwg \Rasnak Arcadia Figures, dwg 2 Huntington DdSama Anita Ave I 3 I Hur Nngton DdSanta Clara St NORTI --1 NTS 09911/000 4 Huntington Dr /Colorado Place i y V n � le 40 � 40 , V� - t�� 4 Huntington Dr Huntington Or f J0 Huntington Dr 2 ' I �� F I Huntington OrlHogy Ave/Campus Dr J C� 2 Huntington Dr 4 '0 tt6 � � C Campus Dr 6 I Huntington DNBaldMn Ave a e F— 44 Huntington Dr Imo— ss ]6 51 �) LEGEND Directional Movement Signalized Intersection I XX PM Turn Movement Volumes RUSNAK ARCADIA SATURDAY CUMULATIVE PM PEAK HOUR FIGURE 9 INTERSECTION TURN MOVEMENT VOLUMES Y,imley-Hom o. Jul 29, 2004– 8:53am – USER Kevin Thomas,' - and Associotes, rtc. K: \TPTD \99119000 – Rusnok Arcadia TIA \awg \Ruvnak Arcadia F119ures.dwg Other Development Projects The City has other, development projects pending within its jurisdiction. These include smaller projects within the redevelopment area of Arcadia. None has been included in the cumulative project trip generation because they are not approved projects at this time, The Santa Anita Racetrack is a major traffic generator in the City. A State initiative to allow Las Vegas -style slot machine gaming on the property will be on the November 2004 ballot. If the initiative passes, it can be expected that traffic would increase, throughout the City, especially near the racetrack. The track is also entitled "to construct up to one million square feet of commercial space on their southern parking lot. However, it was unlikely that this space would be developed within the time frame of the Rusnak/Arcadia expansion. Future Transportation Improvements The City of Arcadia has several programs underway to improve traffic . flow in the city. These programs are expected to improve traffic operations at the analyzed intersections of this study. In coordination with the City, the County of Los Angeles Department of Public Works ( LACDPW) will be installing improved signalization equipment and timing on Huntington Drive between Fifth Avenue and San Gabriel Boulevard, including all signalized intersections in Arcadia. The upgrade of the signals is expected to provide the City's ability to improve traffic flow in the City. The City applied for and received an Intelligent Transportation Systems (ITS) Integration Grant to improve capacity and traffic flow in the City's downtown corridors of Santa Anita Avenue and Huntington Drive. This project will include traffic management software, a traffic management center (TMC), and closed - circuit television (CCTV) cameras. The City is also working incoordination with the LACDPW to enhance this program with additional work to interconnect 20 signals with fiber -optic lines connected to the TMC and to equip two intersections with video detection camera systems. These improvements will allow the City to monitor traffic flow and signal operations at the interconnected intersections from.the.TMC and make adjustments as necessary. This work will be completed in two years. The Santa Anita Entry Corridor plan will improve the aesthetic appearance of Santa Anita Avenue from north of the I -210 Freeway to Huntington Drive. This project will also modify turn lanes and medians at Santa Anita Avenue's intersections with St. Joseph Street and Morlan Place/Wbeeler Avenue. This work is intended to improve traffic flow and enhance safety, and increase traffic flow. This program is expected to be completed by 2005. The adopted Arcadia Transportation Master Plan proposes to widen and improve Santa Anita Avenue at the I- 210 Freeway, at Huntington Drive, and at Duarte Road. It also proposes to construct a raised median on Santa A 0s - A'...Fn' "A'.. � d:.nd7 . odes -... a- d. - _ . . - _._ .__. _..-_.o raised median may block full access for the three existing Rusnak driveways on Santa Clara Street. Design of the median should take this into consideration. No funding has been identified for these improvements as of the date of this report Planning is currently underway for an extension of the Metro Gold Line from its current terminal station at Sierra Madre Villa to Montclair through Arcadia A station to serve the City is proposed between. Santa Anita Avenue and First Avenue adjacent to Front Street. The City Council has taken a policy position thatthere should be a grade separation at Santa Anita Avenue and, if possible, at First Avenue. City staff has been informed that the Los Angeles County Metropolitan Transportation Authority(MTA) is evaluating this as part of their current California Environmental Quality Act (CEQA) analysis for the extension. It is not anticipated that funding for this project would become available within the next six years. RusnaldArcadia Morlan Place Project TIA . 22 - August 3, 2004 EXISTING (2004) + CUMULATIVE CONDITIONS Daily Roadway Segment Analysis Daily cumulative project traffic volumes were added to the Existing (2004) weekday roadway segment traffic volumes to simulate future traffic conditions without the project. Table S presents a summary of the Existing (2004) + Cumulative roadway segment analysis. The table indicates that all of the roadway segments analyzed would operate at LOS D or better with the addition of cumulative project traffic. TABLE 8 SUMMARY OF ROADWAY SEGMENT ANALYSIS EXISTING (2004) + CUMULATIVE Roadway Segment Lana Capacity Added Volume Volume v/C LOS Change* Foothill Blvd Baldwin Ave to Santa Anita Ave 4 40,000 158 19,208 0.480 A 0.004 Huntington Dr Baldwin Ave to Holly Dr 8 $0,000 1,787 31,337 0.392 A 0.022 Huntington Dr H Holly Dr to Santa Clara St 3 30,000 399 13,599 0.453 A 0.013 Huntington Dr WB Holly Dr to Colorado PI 3 30,000 459 14,459 0.482 A 6.015 Huntington Dr Santa Clara St to Santa Anita Ave 4 40,000 470 22;470 0.562 A 0.012 Duarte Rd Holly Dr to Santa Anita Ave 4 40,000 158 23,458 0.586 A 0.004 Live Oak Ave Santa Anita Ave to Second Ave 4 40,000 33 29,033 0.726 C 0.001 Baldwin Ave Colorado St to Santa Anita Mall Drwy A 4 40,000 2,192 34,942 0.$74 D 0.055 Baldwin Ave ** Santa Anita Mall Drwy A to Huntington Dr 5 50,000 2,284 31,634 0.633 13 0.046 Santa Anita Ave Foothill Blvd to I -210 WB Ramps 4 40,000 126 25,626 0.641 B 0.003 Santa Anita Ave Colorado Blvd to Santa Clara St 4 40,000 388 33,238 0.831 D " 0.010 Santa Anita Ave Santa Clara St to Huntington Dr 4 40,000 0, 25,000 0.625 B 01000 Santa Anita Ave Huntington Dr to Campus Dr 4 40,000 0 26,200 0.655 B 0.000 'Change relative to the Existing (2004) scenario. "Baldwin Avenue has three northbound and two southbound lanes in this segment Source: CIO, ofArcadia, 2004; IGmisy -Horn h Associates, 2004. May, 2004.. ._._..... Peak flour Intersection Analysis P�>t simulate future traffic conditions without the project. The peak -hour intersection traffic volumes for the Existing (2004) + Cumulative scenario are illustrated in Figures 10 and 11 for weekdays and Saturdays, . respectively. Table 9 presents a summary pf the Existing (2004) + Cumulative intersection analysis. ICU analysis worksheets for this scenario are provided in Appendix' C. RusnaVArcadia Marian Place Project T1A . 23 August 3, 2004 TABLE 9 SUMMARY OF INTERSECTION ANALYSIS EXISTING (2004) + CUMULATIVE LEVEL OF SERVICE *Change compered tc the Existing (2004) scenario. Negative changes reflect the benefits of intersection improvements impiemenrea as part or the WestfieldShoppmgtom expansion mitigation measures and the Clr/s planned restripingof lanes. * *Lmeconfiguration changed due to planned City re- striping project in late 2004, Source: Kanley-Born and Arsociafes, Inc, 2004 May, 2004. .. The City is planning to re- stripe the northbound lanes of the intersection of Santa Anita Avenue and the 1- 210 Eastbound Ramp to include two through lanes and one right -turn lane. This lane modification has been incorporated into the analysis for this scenario and the subsequent Existing + Cumulative + Project scenario. Table 9 indicates that the following two study intersections would experience significant impacts on weekdays due to an increase in traffic from the cumulative projects. • Huntington Drive/Santa Clara Street - AM Peak Hour, PM Peak Hour • Huntington Drive/Baldwin Avenue - PM Peak Hour Table 9 also indicates that the following four study area intersections will experience significant cumulative impacts on Saturdays due to added traffic from the cumulative projects. • Huntington Drive /Santa Clara Street • Huntington Drive /Colorado Place Huntington Drive/Holly Drive ■ Huntington Drive/Baldwin Avenue Improvements to mitigate the significant weekday cumulative impacts, were identified in the "Site Traffic Impact and Parking Analysis for Westfield Shoppingtown, Santa Anita Mall Expansion, Arcadia, California ", dated April, 2000. These improvements have not been,desigued and have no specific implementation , schedule. According to City of Arcadia staff, the improvements would be funded through a "fair share" contribution from several projects that add traffic to the intersections. The percentage would likely be defined in an agreement between the City and the project developers. RusnaldArcadia Morlan Place Project 17A , 24 - August 3, 2004 Weekday Saturda AM Peak Hour PM Peak Hour PM Peak Hour Intersection - " V/C LOS. Change *. V/C LOS Chao e" V/C .LOS "Chan e* 1 Huntington Dr /Second Ave 0.784 C 0.000 0.889 D 0.007 2 Huntington Dr /Santa Anita Ave 0.876 I) 0.001. 0.833 D 0.007 0.776. C 0.011 " 3 Huntin on Dr /Santa Clara St 0.998, E 0.094 0.879 D 0.071 0:927 E 0.023 4 Huntington Dr /Colorado PI 0.670 B 0.001 0.797 C 0.016 - 0.722 C 0.023 5 Huntington Dr/Holly Ave 0.804 1 C 0.003 0.644 B 0.008 0.707 C 0:057 6 Huntington Dr/Baldwin Ave. - 0.659 1 B 0.000- 0.826 D 0.035 0.867 D 4.061 7 Santa Anita Ave/Santa Clara St 0.671 B 0.001 - 0.727 C 0.000 8 Santa Anita Ave/Cclorado Blvd 0.705 C 0.000 0.800 C 0.006 . 9 Santa Anita Ave/1- 210 Eastbound Ram ** 0.836 D . -0.097 0.707 C -0.104 t0 Santa Anita Aved-2 10 Westbound Ram2 0.771 C 0.000. 0.815 D. 0.007 *Change compered tc the Existing (2004) scenario. Negative changes reflect the benefits of intersection improvements impiemenrea as part or the WestfieldShoppmgtom expansion mitigation measures and the Clr/s planned restripingof lanes. * *Lmeconfiguration changed due to planned City re- striping project in late 2004, Source: Kanley-Born and Arsociafes, Inc, 2004 May, 2004. .. The City is planning to re- stripe the northbound lanes of the intersection of Santa Anita Avenue and the 1- 210 Eastbound Ramp to include two through lanes and one right -turn lane. This lane modification has been incorporated into the analysis for this scenario and the subsequent Existing + Cumulative + Project scenario. Table 9 indicates that the following two study intersections would experience significant impacts on weekdays due to an increase in traffic from the cumulative projects. • Huntington Drive/Santa Clara Street - AM Peak Hour, PM Peak Hour • Huntington Drive/Baldwin Avenue - PM Peak Hour Table 9 also indicates that the following four study area intersections will experience significant cumulative impacts on Saturdays due to added traffic from the cumulative projects. • Huntington Drive /Santa Clara Street • Huntington Drive /Colorado Place Huntington Drive/Holly Drive ■ Huntington Drive/Baldwin Avenue Improvements to mitigate the significant weekday cumulative impacts, were identified in the "Site Traffic Impact and Parking Analysis for Westfield Shoppingtown, Santa Anita Mall Expansion, Arcadia, California ", dated April, 2000. These improvements have not been,desigued and have no specific implementation , schedule. According to City of Arcadia staff, the improvements would be funded through a "fair share" contribution from several projects that add traffic to the intersections. The percentage would likely be defined in an agreement between the City and the project developers. RusnaldArcadia Morlan Place Project 17A , 24 - August 3, 2004 1 I Huntington Or/Second Ave -J NO Q m8g iL L k 46/124 . 1051/778 Huntington Or ir 82/234 49/59 —a 450/1510 --� 58/51 _y 4 I Huntington Plana �� GG � � �Vn �- 505/555 4¢� UOfi/939 Huntington Or 2 1 Huntingtbn Dr/Santa Anita Ave Huntington Or 55/48 ._a 382 /1136 —� 7 P-- 89/57 E -� 1053/508 �— 97/145 III 'F ^ mP 5 I Huntington DrHoffyAve/CampusOr v C W y x Huntington Or y, �zaa 16/15 �— 657/1053 —� 1T� j C Campus or ^o9 ���. �eW Huntington Or 55/48 ._a 382 /1136 —� 7 P-- 89/57 E -� 1053/508 �— 97/145 III 'F ^ mP 5 I Huntington DrHoffyAve/CampusOr v C W y x Huntington Or y, �zaa 16/15 �— 657/1053 —� NORTH Ins 009119000 3 Huntington Dr/$anta Clara St Huntington Or 17/57 175/1020 y L 1325/736 e Bnm ^ 1t 1C_ 160/169 4— 930 /636 IG 219/347 6 I Huntington Dr/Baldwin Ave 1T� j C Campus or ^o9 ���. .P NORTH Ins 009119000 3 Huntington Dr/$anta Clara St Huntington Or 17/57 175/1020 y L 1325/736 e Bnm ^ 1t 1C_ 160/169 4— 930 /636 IG 219/347 6 I Huntington Dr/Baldwin Ave LEGEND ........ _. .. _.__ _ .. _ Directionct Movement......... ... - Signalized Intersection XX /YY AM /PM Turn Movement Volumes RUSNAK ARCADIA _. WEEKDAY EXISTING +CUMULATIVE PEAK HOUR FIGURE 10A INTERSECTION TURN MOVEMENT VOLUMES Kimley -Horn o,P, Jul 29, 2004'- 9:SSam - USER.KeNn.Thomaa and Associates, nC. K: \TPT0 \99119000 - Rusnak Arcadia TIA \Dwg \RUsnak Arcadia rigures.dwg I I �eR j m P„1 �i Q C I CY e W� Huntington Or a 173/254 _-A 857/1341 96/14a _y LEGEND ........ _. .. _.__ _ .. _ Directionct Movement......... ... - Signalized Intersection XX /YY AM /PM Turn Movement Volumes RUSNAK ARCADIA _. WEEKDAY EXISTING +CUMULATIVE PEAK HOUR FIGURE 10A INTERSECTION TURN MOVEMENT VOLUMES Kimley -Horn o,P, Jul 29, 2004'- 9:SSam - USER.KeNn.Thomaa and Associates, nC. K: \TPT0 \99119000 - Rusnak Arcadia TIA \Dwg \RUsnak Arcadia rigures.dwg I I �eR 71 Santa Anita Ave /Santa Clare St Santa Clara St 220/]20 _A 162/214 —), 26/47 R -- 49/79 E-_ 248/179 V 60/48 �a^ r 101 Santa Anha AW -210 Westbound Aamp a r k- 722/305 :,. 1.210 WB Ramp a V — 739 /772 8 I . Santa Anna AveJColoredo Blvd a c 'n I G I 7 �WL o.: Fi l m I n Santa Clara St 220/]20 _A 162/214 —), 26/47 R -- 49/79 E-_ 248/179 V 60/48 �a^ r 101 Santa Anha AW -210 Westbound Aamp a r k- 722/305 :,. 1.210 WB Ramp a V — 739 /772 8 I . Santa Anna AveJColoredo Blvd Colorado Blvd 89/11 758/141 —) 173/(21 _y O E— 30 1620 �— 7B/ta2 r N I c NGlRTH MIS - O9Bi 10800. 9 Santa Anita AW410 Eastbound Raml Wy - 1 -210 ES Aamp. 0 zzs /ISO –a 481/283 � � 03 Ci qN LEGEND Directional Movement - Signalized Intersection XX /YY AM /PM Turn Movement Volumes f RUSNAK ARCADIA WEEKDAY EXISTING +CUMULATIVE. PEAK HOUR FIGURE 10B Ii, � N�E� SECTION TURN MOVEMENT VOLUMES. COMM Kimley —Horn o. 29; 2 0D4 -' 8:5 am -USER KevIn.Th9mas �i' r and Associates, nc. K: \TPT0 \99119000 - Rusnak Arcadia TIA \0wg \Rusnak Arcadia Figures.dwg a c 'n I G I 7 �WL Colorado Blvd 89/11 758/141 —) 173/(21 _y O E— 30 1620 �— 7B/ta2 r N I c NGlRTH MIS - O9Bi 10800. 9 Santa Anita AW410 Eastbound Raml Wy - 1 -210 ES Aamp. 0 zzs /ISO –a 481/283 � � 03 Ci qN LEGEND Directional Movement - Signalized Intersection XX /YY AM /PM Turn Movement Volumes f RUSNAK ARCADIA WEEKDAY EXISTING +CUMULATIVE. PEAK HOUR FIGURE 10B Ii, � N�E� SECTION TURN MOVEMENT VOLUMES. COMM Kimley —Horn o. 29; 2 0D4 -' 8:5 am -USER KevIn.Th9mas �i' r and Associates, nc. K: \TPT0 \99119000 - Rusnak Arcadia TIA \0wg \Rusnak Arcadia Figures.dwg 2 I Huntington DUSanta Anita Ave a I n II �rYy Huntington Or a 197 _a 920 —i 243 �— 119 E— 692 9^ 153 WF J Huntington DrHollyAWCampus Dr J i l L I k— 12 Huntington Or 4 114 u _,I 802 --i Campus Dr m S 31 Huntington DdSanta Clara St —ij Huntington Dr n9 � 452 i �— 37 E 972 0 11� = =i 61 Huntington DdHaidwin Ave R ¢ itl. r v a k— 123 LEGEND ! 1360 Huntington Dr �— 409 313 794 =j +at — PM Turn Movement Volumes Nm5 O NORTH MS 0991 4 Huntington Dr/Colorado Place W k— 291 E— 1127 Huntington Dr RUSNAK ARCADIA �.�. SATURDAY EXISTING +CUMULATIVE PM PEAK FIGURE 11 HOUR INTERSECTION TURN MOVEMENT VOLUMES Kiml%Horn o,,.. Jul 29, 2004 91 — e:55am — USER Kevin.Thomos Dnd ASSociotes, Inc. K'. \TPT0 \919000 — Rusnak Arcadia TIA \Dw9 \Rusnak Arcadia Figures dwg LEGEND - ----- Direafionol Movement " Signalized Intersection XX PM Turn Movement Volumes RUSNAK ARCADIA �.�. SATURDAY EXISTING +CUMULATIVE PM PEAK FIGURE 11 HOUR INTERSECTION TURN MOVEMENT VOLUMES Kiml%Horn o,,.. Jul 29, 2004 91 — e:55am — USER Kevin.Thomos Dnd ASSociotes, Inc. K'. \TPT0 \919000 — Rusnak Arcadia TIA \Dw9 \Rusnak Arcadia Figures dwg PROJECT TRAFFIC Project Trip Generation Automobile dealerships are unique land uses that do not necessarily lend themselves to an easy trip generation procedure based upon the ITE Trip Generation Manual. The number of trips generated by the project was developed by Kimley -Horn and Associates based upon the ITE Trip Generation Manual and several factors, including the following. • Number of cars serviced on an average day • Number of employees (service and sales) • Number of rental cars used on an average day • Number of shuttles operated per day • Number of sales customers on an average day • Number of test drives typical of an average day • Number of trips generated by the proposed coffee establishment Rusnak/Arcadia was able to provide existing and future numbers for the above items to facilitate the development of the number of trips generated by the project. The most significant numbers were related to the number of cars serviced on an average day, the number of employees on -site on an average day, and the trips generated by the proposed coffee establishment. Trip generation was developed for the existing Rusnak/Arcadia site and for the expanded site.. The number of trips that constitute "project" trips was identified as the difference between these two trip generations. A trip credit was included in the trip generation for the proposed project. The credit in trips was included as a result of the planned demolition of existing buildings on land east of Morlan Place on Huntington Drive. These uses included a restaurant establishment (Rod's Grill), a self storage facility, the Elks Lodge, and a church that meets on an irregular basis. The number of trips generated by these existing uses was deducted from the number of trips to be generated by the Rusnak/Arcadia dealership expansion. The resulting trip generation numbers represent a net increase due to the dealership expansion. Tables 10 and 11 present the project trip generation for weekdays and Saturdays, respectively. Tables 12 and 13 present detailed trip generation for the proposed Rusnak/Arcadia project TABLE 10 SUMMARY OF WEEKDAY PROJECT TRIP GENERATION Sources: Rusnah/Arcadia; April, 1004; ITE Trip Generation Manua( 71h Edition. 1003; Oty ofArcadta, 1004. May, 2004 Rusnak/Arcadia Morlan Place Project TIA 28 1 August 3, 2004 Weekday Project Generated Trips Cumulative Project Daily In Out In Out Rusnak/Arcadia Expansion 885 192 63 49 72 Trip Credit . . for Removed Uses 127 4 3 4 3 TOTALS 758 188 60 45 69 Sources: Rusnah/Arcadia; April, 1004; ITE Trip Generation Manua( 71h Edition. 1003; Oty ofArcadta, 1004. May, 2004 Rusnak/Arcadia Morlan Place Project TIA 28 1 August 3, 2004 TABLE 11 SUMMARY OF SATURDAY PROJECT TRIP GENERATION Sources: Ruswkfdreadia, April, 1004; ITE Trip Generation Manua4 I th Eaition, 2003; City ojArcadia, 1004. May, 2004 The trip generation exercise revealed that there would be 758 net daily trips added due to project traffic during the average weekday and 587 net daily, trips added on Saturday. Two hundred forty-eight (248) net trips would be added by the project in the AM peak hour and 114 net trips added in the PM peak hour on weekdays. On Saturdays, it is estimated that 36 trips would be added in the PM peak hour. Project Trip Distribution The distribution of project traffic was based upon local knowledge, input from Rusnak/Arcadia, and the Santa . Anita Mall expansion traffic impact study document. Project traffic is partly determined by the number of can serviced, and a large proportion of service customers drop offtheirvehicles during the morning peak hour and pick them up during the evening peak period. Because the Pasadena dealership would be moving its maintenance services to the Arcadia location after the expansion, it is anticipated that more trips would originate to the west of the project site. Project traffic was assigned to the study area roadway network based upon distribution patterns that considered the adjacent land uses, freeway access, arterial capacities, and the likely origins of dealership customers. The project trip distribution percentages and project trip assignments are illustrated in Figure 12. More detailed turn movement percentages for project trips are presented in Figure 13. The resulting project -added intersection weekday peak -hour traffic volumes are illustrated in Figure 14, and project -added intersection Saturday peak -hour traffic volumes are illustrated in Figure 15. It is assumed that Saturday trip distribution Rusnak/Arcadia Marian Place Project TfA 29 - August 3, 2004 Saturday Project Generated Trips PM Peak Hour Cumulative Project Daily, In Out Rusnak/Arcadia 714 21 22 Expansion Trip Credit -127 4 -3 for Removed Uses TOTALS 587 17 19 Sources: Ruswkfdreadia, April, 1004; ITE Trip Generation Manua4 I th Eaition, 2003; City ojArcadia, 1004. May, 2004 The trip generation exercise revealed that there would be 758 net daily trips added due to project traffic during the average weekday and 587 net daily, trips added on Saturday. Two hundred forty-eight (248) net trips would be added by the project in the AM peak hour and 114 net trips added in the PM peak hour on weekdays. On Saturdays, it is estimated that 36 trips would be added in the PM peak hour. Project Trip Distribution The distribution of project traffic was based upon local knowledge, input from Rusnak/Arcadia, and the Santa . Anita Mall expansion traffic impact study document. Project traffic is partly determined by the number of can serviced, and a large proportion of service customers drop offtheirvehicles during the morning peak hour and pick them up during the evening peak period. Because the Pasadena dealership would be moving its maintenance services to the Arcadia location after the expansion, it is anticipated that more trips would originate to the west of the project site. Project traffic was assigned to the study area roadway network based upon distribution patterns that considered the adjacent land uses, freeway access, arterial capacities, and the likely origins of dealership customers. The project trip distribution percentages and project trip assignments are illustrated in Figure 12. More detailed turn movement percentages for project trips are presented in Figure 13. The resulting project -added intersection weekday peak -hour traffic volumes are illustrated in Figure 14, and project -added intersection Saturday peak -hour traffic volumes are illustrated in Figure 15. It is assumed that Saturday trip distribution Rusnak/Arcadia Marian Place Project TfA 29 - August 3, 2004 W A N w W [ a Q � ] W p O a 8 ¢ c y N � Y C 9 h ❑ VT � e opep o6 c4 _ q F a 8p,0w'tr N m N o000 0 9� G Vl ..+ b Q o0 N yn m y h 00 N W N N� O O O O N �} aa gq, G7 F • � �.7 N pp V O V7 H W .fir M [� ee -.E H CG M h N M CO cl M t It s p O a 8 ¢ c y N � Y C 9 h ❑ F A Q W H a d 9 wp a O N N a �ca1 N ~ 9 0 n o V N M o N q F N 00 o0 r 00 N O � '. G.7 N N C N . � V o, a o N r iy! d O ti C4 � • aN0 N a V ae d' o oo t7'� � oD � M ti � Ml y V N n•, �., 1/� O v b 0 0 0 0 O � F � F ?+ N N a 0000 o a m a N,,",In kn Go 3 Ch 0000 o 0 C F 0 w FA " w pp y 5 'N N _ w H w w w m w v a ^r O O O O w F en N . • F .0 •� r O •7 F A V t��l ,Oi . . N g = N W N IN N N 1wI1 4:1 N � w R 06 f �dv wp a O N N a �ca1 N ~ 9 0 n o V N M o N q F D NrJFt, - H NT9 099119000 Ll v ` Q DD D . woTwu.9iw �1LC C F77 C] f � IP $ DES �a �b p� 6urmR9saR oR HUNtIROTON OR 13% � �$ INNIWOTOV aR i RUSNAK ARCADIA , FIGURE 12A i INBOUND DISTRIBUTION PERCENTAGES Mn Kimley-Ham o,. Jul 29, 2001 — 6: 6om.. — USER Kahn Thomas • - ® and A "ssociates, nC. K: \TPTO \99119000 — Ru4nuk Areadla TIA \Owq \Rusnok Arcodla Fgures.dwg i NORTH NTS 092119000 / n vr- W2 139. xu xTlx a ro N O r �� ' C �� RUSNAK ARCADIA FIGURE 12B OUTBOUND DISTRIBUTION PERCENTAGES Kimley Jul 29. 2004 — 8:57am — USER Kevin Thomas and Associates Inc. K: \TPTO \99119000 — Rusnak Arcodla TIA \Dwg \Rusnak Arcadia Figures.dwg 2_ _ PROJECT TRAFFIC DISTRIBUTION PERCENTAGES Klmley Horn W Jul 29, 2004 — 8: 57am — USER Kevn homas< Ond AssOCIOt83,. nc. K: \TPTO \99119000 — Rusnok Arcadia VA \Dwg \Rusook Arcadia Figures.dwg / LW-3 \ NORTH NTS 099119000 1 Huntington DrISecond Ave 2 Huntington DrISents Anita Ave 3 - Huntington DNSanta Clara St a Q Q J j L y N. L I —J E— 22% Huntington Dr Q - F— 25X Huntington Dr E— (20X) Huntington Dr 3x Ji T . Ir - 4 Huntington D#Colorado, Place C Huntington WHolly Ave/Campus Dr 6 Huntington DNBaldtWn Ave - p Q E-- (zs Huntington Dr F— 69m (a iC(3%) F- w— (exi Huntington Dr a Huntington Dr i - Campus Or LEGEND I -- __ - -- — -_— -- -�- — °— �irectlanvh-Movettment –' --- .— _._.:_�..___– Signalized Intersection y - XX /(YY) Inbound /Outbound Turn Movement Volumes, s RUSNAK ARCADIA FIGURE 13A PROJECT TRAFFIC DISTRIBUTION PERCENTAGES Klmley Horn W Jul 29, 2004 — 8: 57am — USER Kevn homas< Ond AssOCIOt83,. nc. K: \TPTO \99119000 — Rusnok Arcadia VA \Dwg \Rusook Arcadia Figures.dwg 7 1 Santa Anita Ave/Santa Clara St 1 8 I Santa Anita Ave/Colorado Blvd o Santa Clara St O (20x7 _-o 4 Colorado Blvd O ax NORTH nrs o99119009 9 Santa Anita Ave/I -210 Eastiidund Ramp ¢ i I -210 EB Ramp - a T T� 1 o I Santa Anita Ave/1 -210 Westbound Ramp ¢ N 1 -210 WB Ramp n tom' 2% r L - - -- - - -- - - - - - -� LEGEND a -- ._�- .----- "--- -- --- ------ - - ---. .._-_ -- Di?ectional Provemenl - - -� - - - -- .- __...- 0 Signalized Intersection I P )(KAYY) Inbound /Outbound Turn Movement Volumes RUSNAK ARCADIA FIGURE 13B PROJECT TRAFFIC DISTRIBUTION PERCENTAGES E]MIl Kimley—Horna— Jul 29, 2004 — 8: 580m — USER Kavin Thomas M and Associates, Inc. K: \TPTO \99119000 — Rusnak Araadio TIA \Owg \Rusnak Arcadia Fyurmdwg 1 e E— 41/10 Huntington Dr 11/15 —i 4 Huntington Dr/Calorado Place y� 2 Huntington D&Santa Anita Ave a f 47/11 Huntington Dr O 10/12 �f 5 1 Huntington DrIHoliy AvelCampus Dr- J O Huntington Dr E — 11/13 k— 2/2 a t� 2 /2 4!--- 15/17 36/9 —j Huntington Dr Campus Dr e 3 N NT9 089179000 Huntington Dr /Santa Clara St y E — 12/14 Huntington Or B/1 _ 01 T 1� rR 6 f Huntington Dr/Baldwin Ave 3 Huntington Dr 24/6 —y 4/4 I iz Directional Movement Signalized Intersection XX /YY AM /PM Turn Movement Volumes - RUSNAK ARCADIA WEEKDAY PROJECT PEAK HOUR ; FIGURE 14A IN TER S ECTION _ R TION TURN MOVEMENT VOLUMES INTERSEC Kim(%Hom m m Jui 29, 2004 — B: 58am — USER Kewn.Thomoe and Associates, Inc. usnak Arcadru T1A \Dwg \Rusnak Arcadia Figures.dwg' NORTH ITS 090119000 7 Santa Anita Ave/Santa Clara St 8 Santa Anita Ave/Colorado Blvd i Anita AvsO -210 Eastbound Ram, - Santa Clara St Colorado Blvd c/1 1 -210 EB Ramp 1 x/ 14 _—�fi 51/17 : I T T� G PC o - 1 O Santa Anita Avall -210 Westbound Ramp _ Z L 1 -210 WB Ramp 4/1 - ✓1 0 n � I I e L - - -- - ----- - - - - -� LEGEND k - - - - -- - - Directional Movement 1 k, Signalized Intersection I XX /YY AM /PM Turn Movement Volumes S RUSNAK ARCADIA WEEKDAY PROJECT PEAK HOUR. I FIGURE 14B INTERSECTION TURN MOVEMENT VOLUMES l Kimley—HOm m.«. ��.► Jul 29, 2004 – 0: 59am –USER Kevin.Thomaa'! cnd ASSDCIateS, inc. C: \TPT0 \9911900D – Rusnak Arcadia nA \Dwg \Rusnok Arcadia Figures.dwg _ - 21 Huntington Dr/Sants Anita Ave a N (CI FL 4 - Huntington Or n s —� 2 —y 5 Huntington DrHollyAve/Campus Or Huntington Dr F" I _ Cam s D 3 I . Huntington DNSanta Clare St J , Huntington Dr 1 F 4 rr� J Huntington DdBaldwin Ave —J Q F- 2 Huntington Dr Ir— 1 2 —� Nt�RTH Ms. 999 4 Huntington PNColorado Place �j I � r I t`,1 o <-- 5 Huntington Or LEGEN -- -- -- - -- ---- - [3irectioncYktovement Signolized Intersection 4 XX PM Turn Movement Volumes I RUSNAK ARCADIA SATURDAY PROJECT PM PEAK HOUR FIGURE 15 INTERSECTION, TURN MOVEMENT VOLUMES ® Khlerftn m -. Jul 29, 2004 — e:59= — USER Kem.Thamos. cnd Assoddies, nc. K: \TP70\99119000 — Rusnak Arcodla TIA \0wg \Rusnak Arcoft Flgures.dwg EXISTING (2004) + CUMULATIVE + PROJECT CONDITIONS Project traffic was added to the Existing + Cumulative scenario to determine whether or not the project would cause any significant peak -hour traffic impacts. Table 14 presents a summary of the Existing+ Cumulative+ Project roadway analysis, and Table 15 provide a summary of the Existing+ Cumulative+ Project intersection analysis. Figures 16 and 17 provide the Existing + Cumulative + Project traffic volumes at the study area intersections for weekdays and Saturdays, respectively. ICU worksheets for this scenario are provided in Appendix C. All of the roadway segments analyzed remained at LOS D or better with the addition of project traffic. TABLE 14 SUMMARY OF ROADWAY ANALYSIS EXISTING (2004) + CUMULATIVE + PROJECT LEVEL OF SERVICE Roadway - Segment _ Lann Capadty Added Volume Vic LOS Change * Foothill Blvd Baldwin Ave to Santa Anita Ave 4 40,000 20 19,228 0.481 A 0.001 Huntington Dr Baldwin Ave to Holly Dr 8 80,000 660 31,997 0.400 A 0.008 Huntington Dr B Holly Dr to Santa Clara St 3 30,000 500 14,099 0.470 A 0.017 Huntington Dr WB Holly Dr to Colorado PI 3 30,000 310 14,769 0.492 A 0.010 Huntington Dr Santa Clara St to Santa Anita Ave 4 40,000 2,850 25,320 0.633 B 0.071 Duarte Rd Holly Dr to Santa Anita Ave 4 40,000 200 23,658 0.591 A 0.005 Live Oak Ave Santa Anita Ave to Second Ave 4 40,000 60 29,093 0.727 C 0.002 Baldwin Ave Colorado St to S A Anita Mall 4 40,000 0 34,942 0.874 D 0.000 Baldwin Ave* * Santa Anita Mall Drwy A to Huntington Dr 5 50,000 0 31,634 0.633 B 0.000 Santa Anita Ave Foothill Blvd to I -210 WB Ramps 4 40,000 170 25,796 0.645 B 0.004 Santa Anita Ave Colorado Blvd to Santa Clara St 4 40,000 1,280 34,518 0.863 D 0.032 Santa Anita Ave Santa Clara St to Huntington Dr 4 40,000 810 25,810 0.645 B 0.020 Santa Anita Ave Huntington Dr to Campus Dr 4 40,000 460 26,660 0.667 B 0.012 _... *Change relative to the Existing Cumulative swnarlo. "Baldwin Avenue has three northbound and two southbound lanes in this segment _ Source: City ojArcadia, 1004; Kimley -Horn & Associams, 2004. May, 2004. RusnaklArcadla Morlan Place Project Draft TiA 40 Table 15 shows that one intersection would operate at LOS F and one intersection would operate at LOS E during the AM peak how. Those intersections include the following. • Huntington Drive/Santa Clara Street - LOS F (AM Peak Hour) • Huntington Drive /Santa Anita Avenue - LOS E (AM Peak Hour) The City of Arcadia utilizes CMP traffic impact study guidelines that define a significant traffic impact as an increase in demand by at least 2% where the intersection would operate at LOS E or F withproject traffic. The table below shows that a significant impact would be sustained at the following intersection due to the addifion of project traffic. e Huntington Drive /Santa Anita Avenue -LOSE ( + 0.032) TABLE 15 SUMMARY OF INTERSECTION ANALYSIS EXISTING (2004) + CUMULATIVE + PROJECT LEVEL OF SERVICE; *Change compared to the Existing (2004) +Cumulative scenario. Source: Klmley-Horn and Associates, Inc., 1004 May, 2004.. , Rusnak/Arcadia Marlon Place Project Drag tiA ' 41- - Weekday Saturday AM Peak Hour PM Peak Hour Impact PM Peak Hour Impact Intersection . Vic I LOS Chan e" VIC I LOS Chan . V/C -- 'Los chimse. - 1 Huntington Dr /Second Ave 0.801 C 0.017 0.893 D .0.004 - - No. , .2 Huntington Dr /Santa Anita Ave_'. 0.911. E 0.035 0.841 D 0.008 Yea 9.778 C 0.002 No 3 Huntington Dr /Santa Clara St .: 1.005 F 0 .007 0.880 D 0.001 .. No 0.929 E 0.002 No 4 Huntington Dr /Colorado.Pl 0.677 B ..0.007 0.802 C 0.005 No 0.724 C 0A02 No 5 Huntington Dr/Holl Ave 0.818 D 1 0.014 - 0.646 B 0.002 No 0.109 C 0.002.. Na 6 1 Huntington Dr/Baldwin Ave 0.664. 1 B -. '0.005 0.828 D 0.002 No 0.867 D- 0.000 No 7 Santa Anita Ave/SantaClara St 0.680 B 0.009 0.732 C' 0.005 No 8 Santa Anita Ave/Colorado Blvd 0.728 C 0.023 0.805 D 0.005 No 9 Santa Anita Ave/1 -210 Eastbound Ramp 0.864. D 0.028. 6.718 C 0.011 No 10 Santa Anita Ave/1 -210 Westbound Ram 0.771 C 0.000 0.817 D 0.002 No *Change compared to the Existing (2004) +Cumulative scenario. Source: Klmley-Horn and Associates, Inc., 1004 May, 2004.. , Rusnak/Arcadia Marlon Place Project Drag tiA ' 41- - OWN Jul 29, 2004. — 9:00am — USER Kedn.Thumas K: \TPTO \99119000 — Rusnak Arcadia TIA \Dwg \Rusnak Arcadia rlqures.dwg Kimsey —Horn mm. and Associates, nc, / N, N O FRTH 1 Huntington Dr /Second Ave 2 Huntington Dr /Santa Anita Ave 3 Huntington Dr/Santa Clara St a �1 i h {ypp re 49/124 E— 1092/786 - -�— 69/6] F 1100/517 f— 1340/750 Huntington Or j —. 62/234 0 Huntington Dr g— a7 /tae 0 Huntington Dr 49/59 .a 433/1525 7 - 65/58 397/115] 17/57 181/1021 > C �� 4 Huntington Dr/Colorado Place C Huntington DrMolly Ave/Campus Dr 6 Huntington Dr/Baldivin Ave �� a� NmA �- Q L x $ - �`i ' Huntlri ton Dr g +— 868 / 971 334/283 a it 18D/169 F 936/647 tC 223/551 8!21/958 1 6 / 15 —a 693/1 Ofi2 � Huntington Dr Huntington. Dr T C 173/284 881/1]47 — ► 96/145 —� X01 I Campus Dr ga YV Nn LEGEND Signalized Intersection - I XX /YY AM /PM Turn Movement Volumes RUSNAK ARCADIA WEEKDAY EXISTING +CUMULATIVE +PROJECT PEAK HOUR INTERSECTION TURN MOVEMENT VOLUMES FIGURE 16A Jul 29, 2004. — 9:00am — USER Kedn.Thumas K: \TPTO \99119000 — Rusnak Arcadia TIA \Dwg \Rusnak Arcadia rlqures.dwg Kimsey —Horn mm. and Associates, nc, NGSRTH 71 Santa Anita Ave/Santa Clara St h n 49 L' W k 49/79 E� 246/139 Santa Clara St Q jr 60/46 232/334 1 I cCr N^n 8 ]Santa Anita Ava/Colorado Blvd B Q \qP N W ]1 Imo_ 79/63 4: 144 /600 Colorado Blvd 45 /143 69/4, .9I ]5a l41 --.) 1]5/121 —y T tRm. ym 9 I Santa Anita Ave/1 -210 Eastbound Ramp I x l r Q W y 1 -210 EB Ramp 225/150 9/19 - -3. 532/2]7 gs n� m 10 Santa Anita AW -210 Westbound Ramp Q . ti 322 /IDs 1 -210 WS Ramp j r— 343/333- . n C3 1 LEGEND i Directional Movement Signalized Intersection XX /YY AM /PM Turn Movement Volumes RUSNAK ARCADIA WEEKDAY EXISTING +CUMULATIVE +PROJECT PEAK HOUR INTERSECTION TURN MOVEMENT VOLUMES FIGURE 16B �I Kimiey -Horn o� Jul 29; 2004 -_ 9: DOam -USER Kfivin.ThOmas`� and ASSOCIafes. nC. K: \TPTO \99119000 — Rusnok Arcadia TIA \Owq \Rusnok'Araodlo Figures.dwg 2 I Huntington DNSanta Anna Ave q^p k a age Huntington Dr yr— in 200 _Ji 925 _ 245 � r �TI 5 1 Huntington Dr1Ho11yAVWC9mpus Dr ji Me L R_ 12 Huntington Or E— H69 �— 296 43 905 �r ma Campus Dr � r D NORTH 3 Huntington DdSanta Clara St 4 Huntington Or /Colorado Place y E— e7a 1 k- 2a2 Huntington Or 120 Huntington Dr 482 1 T r 6 I Huntington Dr/Baldwin Ave e aR8 �— 123 f — 1392 Huntington Or Ic no 373 —� 794 191 _y - - 1- _ _ - RUSNAK ARCADIA _ _ .1 1 _ SATURDAY EXISTING +CUMULATIVE +PROJECT.PM PEAK HOUR INTERSECTION TURN MOVEMENT FIGURE 17 VOLUMES Klmley —Horn chm Jul 29, 2004 – 9: DOam - uSER KaVla.Thoma9 and ASSOCIOt2S� nl C. K : \TPTO \99119DD0 – Rusnak Arcadia TIA \Dwg \Rusnok Arcadia Figures.&g- LEGEND - - - -- Directionol- Movement - -- -1 Signalized Intersection XX - PM Turn Movement Volumes SIGNIFICANT IMPACTS AND RECOMMENDED MITIGATION The County of Los Angeles Congestion Management Program (CMP) indicates that a significant traffic impact is defined as an increase of 0.02 or more in the volume -to- capacity (V /C) ratio at an intersection when the resultant level of service (LOS) is at E or F. The Existing (2004) + Cumulative '+ Project analysis scenario ` indicated that there would be only one intersection with a significant impact during the AM peak hour due to the expansion of the Rusnak/Arcadia automobile dealership. ■ Huntington Drive/Santa Anita Avenue — LOS E (AM Peak Hour) Figure 18 illustrates the location of the Huntington Drive/Santa Anita Avenue intersection and the recommended change in lane configuration to mitigate the project traffic impact. Improvements to mitigate the project traffic impact were identified that would improve the operation of the impacted intersection back to the level of service of the Existing (2004) +Cumulative scenario. Issues such as right -of -way availability, travelway and lane widths, adjacent land use types, and general implementation feasibility were considered for the recommended improvements. After a review of various options, it is recommended that the lanes be re- striped at the intersection. Table 16 presents the recommended improvement that would mitigate the impact at the intersection. Table 17 presents a comparison of the level of service at the intersection with the recommended mitigation improvement in place. ICU analysis worksheets for the intersection with mitigation are provided in Appendix D. TABLE 16 RECOMMENDED MITIGATION IMPROVEMENT Intersection Improvement Weekda Huntington Dr/ - Restripe westbound lanes to include two through . 2 Santa Anita Ave lanes and one shared through/right -turn lane Smarr: 1Yanrponatian Mosier Plan and Tkmsportutim, Impact Fee Pmgwm, 2001; KiadryHorn & Associates 1004. May, 2004. TABLE 17 SUMMARY OF INTERSECTION ANALYSIS LEVEL OF SERVICE COMPARISON WTTH MITIGATION Intersection. Weekda Existin +Cumulative Existin Cumulative +Project Existin Cumulative +pro ect +Miti ation AM.PkHr - PMPkHr - AM- Pk.Hr- PM Pk Hr- AM.PkHr- PM.PkHr V/C LOS V/C LOS V/C LOS V/C LOS V/C LOS VJC LOS 2 Huntington Dr/ Santa Anita Ave >, 0.876 D 0.833 D - 0.911 E 0.841 D 0.843 D 0.841 D Source: Kimley -Horn and Associates, Inc., 2004 May, 2004. Rusnak/Arcadia Morlan Place Project Draft TIA 45 The project developer would be expected to pay its "fair share" of the improvement as determined/calculated by the City of ArcadiWs City Engineer /Engineering Services. Administrator. The improvement to mitigate the weekday significant impact of the proposed project has not been designed and has no specific implementation schedule. According to City of Arcadia staff, the improvements would be funded through a "fair share" contribution from several projects that add traffic to the intersection. The percentage would likely be defined in an agreement between the City and the project developers. Rusnak/Arcadia Morlan Place Project Draft TIA 46 SITE PLAN AND PARKING ANALYSIS Site Access The site plan, shown in Figure 3, proposes to vacate Morlan Place from Huntington Drive to approximately 300 feet west of Santa Anita Avenue. A cul -de -sac would be created to allow for the proper turn-around of vehicles at the end of the street. The project site plan proposes to add three new driveways for access to the site. One driveway would be located where the existing Huntington Drive/Morlan Place intersection is now and would have full access. A second new driveway would be created further east on Huntington Drive and would be accessed only from westbound traffic (right -in, right -out operation). A thiid new driveway would be located at the proposed Morlan Place cul- de-sac with full access. It is the intention of Rusnak/Arcadia that the future unloading of inventory be made on -site with truck access likely occurring at the Morlan Place driveway. The existing driveways (one on Huntington Drive west of Morlan Place and three on Santa Clara Street) would remain. The proposed median on Santa Clara Street as part of the City's Transportation Master Plan (2001) may require right -in, right -out operation at one or more of the existing driveways on Santa Clara Street. The existing furthest east driveway on Santa Clara Street is located on a horizontal curve. A field review and analysis indicated that sight distance is not an issue at this location. Parking According to the site plan, on -site parking would be provided for inventory, employees, and customers.. The site plan identifies a two -story structure with rooftop parking that would provide for inventory storage. A total of 398 parking spaces (248 rooftop spaces and 150 spaces on the second level) would be available for the storage of new vehicle inventory in the new garage. These numbers were provided by FMG Architects (December, 2003) in the City's Request for Proposal dated February 27i 2004. The site plan illustrated in Figure 3 indicates that 102 spaces would be available for employees, and 169 would be available for service vehicles, customers, and valet service. In total, 567 new parking spaces are proposed to be added on the expanded site. The vehicles pulling out of the parking stalls in the parking lot identified as area "D" immediately adjacent to the proposed easternmost driveway on Huntington Drive may conflict with vehicles entering or exiting the driveway. The two parking spaces nearest the street in this parking lot should be eliminated to enhance the ingress/egress of vehicles from the site and to avoid vehicular conflicts. The number of spaces in this lot would be reduced from 19 to 17. The 17 spaces remaining in area "D" and the 9 spaces in the parking lot identified as area "C" adjacent to the proposed coffee establishment would likely be used by those visiting it. These 26 spaces would be adequate to handle parking. demand during -the AM peak hour.when the establishment is its busiest. However, because __ . these 26 spaces would primarily handle coffee traffic, especially in the morning hours, they would not be able to be used by employees. It is reasonable to assume, however, that half of these spaces would be available to dealership employees after the morning peak period. After is uriting or coffee patron parking, 76 --1 saces would b& av a ilable for employees during the morning peak period and 89 during the remainder of the day. If the number of employees is expected to increase to 86 and it is the intention of Rusnak/Arcadia to provide for all employee parking on -site, 10 additional parking spaces would need to be provided on -site. These 10 spaces could be added by re- designating existing or proposed spaces for inventory display to parking for employee vehicles. On Saturdays, the large decrease in the number of employees would off -set the increase in the number of sales customers. Therefore, the number of spaces provided given the changes recommended here would be adequate on Saturday. Rusnak/Arcadia Morlm Place Project Draft TIA 48 Test -Drive Routes Customer test - drives of for sale vehicles should be conducted on arterial and major roadways, such as Huntington Drive, Santa Clara Street, and Santa Anita Avenue, and should include the I -210 Freeway as much as possible. The dealership should attempt to minimize the impact of test -drive traffic on roadways and avoid use of residential roadways.. Construction Traffic No construction activities' with heavy equipment should occur beyond the normal weekday construction Hours of 7 am to 8 pm. These activities would impact adjacent residents and may require after -hour permits. When feasible, materials being delivered to the site during the construction period should be scheduled at times that are not in conflict with peak public use of the roadways so that congestion is limited. The potential impacts of construction traffic on the traffic operations within the study area will be temporary and are expected to last up to one year. The impacts of construction - related trips (trucks and construction employees) on the street system should be considered negligible since these trips can be scheduled and their frequency increased during off -peak (mid -day) hours. Any required excavation and hauling of material should also be scheduled for the mid -day period in order to reduce the impacts of traffic during construction. The specifics of a work zone traffic control plan, which includes the use of flagman and lane channelization devices, should be established in accordance with City guidelines. Contractor traffic control plans will needto be approved by the City of Arcadia. A flagman should be available at all times when construction activities are occurring to ensure vehicle and pedestrian safety, and they should be'used whenever trucks are leaving the project site to prevent the impedance of the.flow of traffic. The contractor should ensure the safety of pedestrians by installing a construction fence on the project site perimeter. The contractor should provide an estimate of truck volume and schedule:. Areas should be designates by the City for the staging of all trucks. All earth- moving and ready -mix trucks should be equipped with two -way radios so that the drivers at the staging areas are linked to a person controlling traffic at the project site. Trucks should follow a City- approved route to the project site, and recommended streets to utilize include Santa Anita Avenue, Huntington Drive, and Santa Clara Street. Santa Anita Avenue and Huntington Drive provide direct access to the I -210 Freeway. When feasible, materials being delivered to the site should be scheduled with the least inconvenience to the public. Timing of material delivery would be subject to the approval of the City Engineer. The contractor should have a designated employee controlling the logistics of all deliveries. All materials requiring assembly should be accommodated on -site. existing on- street parking supply. Parking should be accommodated on -site as much as possible. This report also recognizes that some parking would likely occur on Morlan Place, Huntington Drive, and Santa Clara Street. CONCLUSION AND RECOMMENDATIONS Based upon the analysis documented in this report, the following conclusions and recommendations can be made. The proposed expansion of the Rusnak/Areadia Mercedes dealership will include a 3.6 -acre dealership expansion that will include an additional 117,318 square feet of dealership space and apartial vacation of Morlan Place adjacent to the current property. The expansion would include an additional 54 service bays for a total of 80, a new service building with 2 stories and rooftop parking for vehicle inventory storage, parking for inventory and employee vehicles provided on- site,new showrooms and offices, and a remodeled existing 4 -story building for parts storage, offices, administration, and a retail coffee establishment. • The Rusnak/Arcadia dealership expansion would generate 758 net daily weekday trips, 248 net trips in the AM peak hour (7 -9am), and 114 net trips in the PM. peak hour (4 -6pm). • The Rusnak/Arcadia dealership expansion would generate 587 net daily Saturday trips and 36 net trips in the PM peak hour (4 -6pm) on Saturday. ■ The addition of project traffic is expected to increase the volume -to- capacity ratio at the following study intersection beyond the threshold of significance to create a significant impact, as defined by the Los Angeles County Congestion Management Program (CMP). o Huntington Drive/Santa Anita Avenue ■ Due to the cumulative impacts of all of the projects identified in this study, the following improvement, is recommended to mitigate the significant impact at the impacted intersection. o Huntington Drive/Santa Anita Avenue - Provide two through lanes and one shared through /right -turn lane for westbound traffic. o The developer shall pay its fair share of the cost of the improvement as determined/calculated by the City of Arcadia's City Engineer/Engineering Services Administrator ■ According to the site plan dated February 9, 2004, adequate site access has been provided. The project proposes three additional driveways at the following locations. o Huntington Drive at the existing intersection of Morlan Place. o Huntington Drive approximately 316 feet west of Santa Anita Avenue. - o - Morlan Place at its proposed termination (approximately 275 feet- west -of -Santa Anita Avenue). ■ The vehicles pulling out of the parking stalls immediately adjacent to the proposed easternmost driveway.on Huntington Drive may conflict with vehicles entering or exiting the driveway. The two___ parking spaces nearest the street should be eliminated to enhance the ingress/egress of vehicles from the site and to avoid vehicular conflicts. ■ It is recommended that 10 on -site parking spaces designated for inventory display in the site plan be re- designated for employee parking in order to off -set the need for parking at the proposed coffee establishment on Huntington Drive. 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IC YI Ip 9 N ' w f ff� I- w2 X. g 2M22 ~° t W fg�f�P f ~ zg g a a a �d �d ° w o f 6 a s a a a a IJJ ��_uyj a _ a a m a m m m a f F' o 0 0 o w 00 - � � U a o ~ g am l a g . 0 6 U I I - o w o m a w oo w H O W h V V V O ''� w I C n i` n n ro M e0 M O N N N N O W O N i m' t Y1 ) M M O e' M W m M b n T m b n 1� p y - jn p Z O 0 0 0 0 0 0 0 0 0 o O o 0 0.0 o a o 0 0 o O O' m It 1 0 J No NpV LL e m n 1 O O _ � O VI z v ^ b n w In Z °j o1 g r OO r r S N' o 0 o o a o 0 0 an a ul O j O j O' m It 1 0 J a No NpV O e m n 1 O m a � O VI C' O v ^ b n w In Z °j o1 g r N r r N N' o 0 o o a o 0 0 a No NpV 0 7 e M 0 Ld z a � O VI C' O v ^ b n w In Z °j o1 g Z O � O J YY11 1I{{��yy bp1 I� O � M Y I Q i ^ o a 0 i a M O Ld z a F b b q b III O O 0 9 a n g r 2x m r N N' 1 n r e b r � A YY11 1I{{��yy bp1 I� O � M Y I Q i ^ o a 0 i a M O Ld z a F b b q b III O O 0 9 a n g gg 2x m YY11 1I{{��yy bp1 I� O � M Y I Q i ^ o a 0 i LL ayY W p yQm O Ld z a O j O O j 9 a n g gg 2x m Fo Ino ino �o m � V. N' o i o i x i o 0 i LL ayY W p yQm o o i z a W O j O O j 9 a n g gg 2x m Fo Ino ino �o m � V. a l 1-0� oln o tom O x o rta o M a FK r r;�hna+eum m O W an o j o 0 i LL ayY W p yQm o o i z a W O j O O j 9 0 0 0 0 0 0 0 0 O O o f o o j a o o j o f o o i 7 m O Z 0000 0000 o 0 = 0 0 0 0 0 0 0 O O 0 0 2 Q a a a a a o f o o i z r o d�eaoui Si ui vi b 9 m n II a 2x m Fo Ino ino �o m � V. a l O j O O i N N a<aau N = 0 0 0 0 0 0 0 O O O j 0 0 2 Q a a a a a e j p C In K r � d�eaoui Si ui vi b 9 i n II a 2x m Fo Ino ino �o m � V. a l o r M a o M a ^ N N N K N O j 0 0 2 2 e j p o i K N � d�eaoui Si ui vi b N O II a 2x o w f���f ff g og N a<aau N m a r a a o j o o j II U N N N N tV N IV tV � O N O � n r Cf A am0 M p� N° b N M IV gg M M ^ m N b N r r m M b x b I n m m m ly N M ei a O O b O O r O O m N$ r N O N O FbOO1b mb M.N� ryV b Of F n F dl n m b �M M N 1 b r V � N f N IV N' m O tV e� M e 0 o M N N n q N �. r.< m Qi_ r r N fV r ^ I N O n n M u o 0000 o Op ei �$ of M Q LL e j p o i K N � d�eaoui Si ui vi b N O II a 2x o w f���f ff g og N a<aau W m a r a a O i V M Ip O i N N N N N tV N IV tV � O N O � n r Cf A am0 M p� N° b N M IV gg M M ^ m N b N r r m M b x b I n m m m ly N M ei a O O b O O r O O m N$ r N O N O FbOO1b mb M.N� ryV b Of F n F dl n m b �M M N 1 b r V � N f N IV N' m O tV e� M e 0 o M N N n q N �. r.< m Qi_ r r N fV r ^ I N O n n M u o 0000 o Op ei �$ of a a a a a a a a ° °� 0!9` 4 Q d�eaoui Si ui vi b N II a � o w f���f ff g og a<aau OW m a r a a APPENDIX B: ICU WORKSHEETS FOR EXISTING (2004) CONDMONS - INTERSECTION CAPACITY UTILIZATION WORKSHEET DNfERSECfIONCAPACITY UTILIZATION WORKSHEET Movemnt No. Lanes INTERSECTION: DATE OF COUNTS: ANALYSIS PERIOD: 4.1 NIS: 04115104 AM Peak Hour Second Ave E/W: Notes: Huntington Dr Movemnt No. Lanes Can. Extadn 004 Conditions AM Peak Vol. V/C PROJ. VOL. Exisll 2004 +Cumulative Crit Mvmt Cdt Mvmt Project Vol. V.I. AM Peak V/C Crit. Mvmt. WL 1 1600 1 162 1 0.101 0 0.5 1 1621 0,101 0. NR 0.5 800 1 1221 0.153 "0 1.5 1 1221 0.153 1 0 NT 1.5 2400 1 3591 0.150 1 I 1 3591 0.150 1 SL 1 1600 1 1061 0.066 1 1 1 1 10611 0.066 1 SR 0.5 800 1 65 1 0.081 0 1.5 65 0.081 0 ST 1.5 2400 1 208 1 0.087 0 1 . 208 0.087 0 EL 1 I 1600 49 0.031 1 1 49 0.031 1 ER 1 .1600 56 0935 - 0 2 56 0.035 0 ET 2 3200 419 D.111 0 1 420 0.131 0 WL 1 1600 - ' 82 0.051 0 1 IS rent 82 1 0.051 " ' 0 WR 0.5 800 49 0.061 0 0.618 49 1 0.061 0 WT 1.5". 2400 1050 1 0.438 1 1 1 1056 J 0.438 - 1 ICU 0.882 NIS comment 0.216 NIS component LOS 0.216 LOS E/Wenm pant 0.468 PAU co gent. 0.469 RLTn. come. 0.000 RtT& or " 0,000 Clearance Interval 0.100 Cleamnm Interval 0.100 ICU 0.784 ICU 0.784 LOS C LOS C Critical movement identified by a 1. Ten lam for a tight turn indicates free movement NA- Not A Rcable - Project Impact: O.ODO - INTERSECTION CAPACITY UTILIZATION WORKSHEET INTERSECTION: #1 NB: Second Ave E/W: Huntington Or DATEOFCOUNTS: 04/15/04 Notes: 0 ANALYSIS PERIOD: PM Peak Hour Movemnt No. Lanes Exlatln 04 Conditions Ezblin (2004 ) +Cumulative Ce . Vol. AM Peek V/C C& Mvmt. PROJ. VOL. Vol. AM Peek V/C Crit Mvmt NL 1 1600 51 0.032 - 0 51 0.031 0 NR 0.5 800 204 0.255 1 - 204 0.255 1 NT 1.5 2400 236 0.098 1 236 0.098 1 SL I 1600 99 0.062 1 99 0.062 l SR 0.5 800 56 0.070 0 56 0.070 0 ST 1.5 2400 259 0.108 0 259 0.108 0 EL 1 . 1600 59 0.03'1 .0 59 0.037 0 ER 1 1600 51 0.032 0 51 0.032 0 ET 2 3200 1457 1 0.465 1 1 - 23 1 1510 0.472 1. WL _- __WIL WT 1 ..__0.5 _._ Lj 1600 800 "." ._._._.___124 2400 234 1 - 752 0.146 _._0.155-- .... 0.313 .._1 D 0 _,.___ _.. 26 1 234 . "___..124_.._.0.155' 778 0.146 -- 0.324 1 0 _. 0 TN IS rent 0.160 NIS component MO E/W com onent 0.611 - E/W component 0.618 Rt.Tn com 0.010 Rt.Tn. come. 0.010 Clearance lnterve1 0.100 Clearance Interval O ICU 0.882 ICU LOS D LOS Critical movement identified by a 1. ° - Pm'ect Impact: 0.007 Tim lanes for a right turn indicates tree movement NA - Not Applicable ICU•Exint +Cum / I ' 1 8/3/2004 / 10:18 AM - INTEILSECIION CAPACITY UTILIZATION WORKSHEET INTERSECTION: # 2 . N15: Santa Anita Ave - - E/W: Huntington Or DATE OF COUNTS: 04120/04 Notes: ANALYSIS PERIOD: AM Peak Hour Movemnt No. - Lanes Existing' 004 Co I ndift' m Edetin 004 +Cumulative... . .. COD. Vol. AM Peak .V1C Crit . Mvmt. - Project ...Vol.. Vol. AM Peak .: VIC -, . Crit .. MvmL NL 1 1600 '331 '02071 - . 1 0.089 331 0.207 1... NIL 1 1600 97 6.661. 0 ':. - 0.683. 97 0.061 b. NT 2 3200 - 877 ' 0.274 0 .- 0.184: 877 ..0.274 ... 0..:... SL 1. 1600 79 0.049 011 0.091_ 79 0.049 0 SR 1 1600 -', - 106 0.068:. 0 _` 1 109 .0068 -0.:., ". ST 2 3200 657 0205., 1 - 657 `. 0.205 1 EL 1 1600 54 0.034. - 1 - - 1 55 0.034 1 ER 1 1600 .150 0.094... .. 0 ,.. 150 0 0 ET 2 3200381 2 0.119, 0 1 382 0.119 0 WL 1 1600 - .__97 OA61 `. -_ ,. 0 " 97 0.061 .. ..0 WR 1 1600 - '.89 0,m, 0 .. 0042 -,. 89 0.056 0 WT 2 3200 : 1052 0.329 I... 1 1053 0329 .1 -- 0.158 N/8 component _ "... 0.412 '• NIS co neat 0.412 NIS cornponcrit &W'co nerd. 0363 " 0.439 El9Vw nest „_0.363 0.446 RLT1t COMP .' 0.000 0.000.. Rt.TrL comp. .. - 0.000'.: 0.000 . Cle®aiate Interval: 0.100 0.100._ Clcerance interval 0.100_... 0.100 -. ICU ..... . 0.875 - 0.826 ICU . 0.876 LOS o. D LOS j P' Critical movement identified Try al. .. .._ Prided Impact: ... 0.001 Ten lanes for a right turn indiatea CreemMW=L . NA -Not iable ICU- Ex1sl+Cum 12 INTERSECTION CAPACITY UTnizAnoN WORKSHEET INTERSECTION: # 2 NA, Santa Anita Ave FJWt - Huntington Dt DATE OF COUNTS: 04 ON Not"; 0 ANALYSIS PERIOD: PM Peak Roux Movemm No' Lanes Esltd 0014 Conditions r., Ralatla 2004 + Cumulative Vol. ! km Peak : VIC Crit MML PRW. VOL. Vol. AM Pak . VIC, Crtt . MML NL 1 - 9600 143 0.089 - 1 , - 143 0.089 "1 NR - 1 - 1600 132 - 0.683. 0 132 0.083 0 -. . NT 2 3200 . 590 0.184: 0 590 0.184 0 - .. SL 1 "' 1600 - 146 0.091_ 0 146 0.091 0'. SR 1 1600 - 95 0.059. 0 1 % 0.060 - 0.. ST 2 ...3200 .632 0.198.._. t .:_ .. 632....6.198 -, 1:.. IL l 160045 0. -..:. 0 ,. 1 .... .... ... . 46 .0.029' 0.... -. ER 1 1600 ..325 0.203.. 0 - - 325 0.203 -: 0 ET 2 3200 1113 0348 -. 1 23 11361 0.355 I' ... WL 1 1600 ..146 0.091' ., I - . � 1460.091 1 WR l 1600 .._..:_: 67 0042 -,. _._0 ::_ ._ _ -.- 57- :__0.042 -0. -- WT 2- 3200 X479 0.150_., 0.:. 27 -. 506 0.158 01'. NIS cots Went 0287 NIS cornponcrit 0.287 .. F1W coni t 0.439 - E)W component 0.446 RLTO. ors . 0.000.. RLTn. ...... 0.000 . Clearance Interval 0.100._ - Cleatena Interval 0.100 -. .ICU 0.826 LOB D Critical movement identified by a 1. - :. Pro'ectImpact: 0.007 Ten Ianea Cm a right rum indicates free movement , NA -Not table 81312004110 AM INTERSECTION CAPACITY UTILIZATION WORKSREET EMRSECTION: tl3 NIS: Santa Clara St E/W: Huntington Or DATE OF COUNTS: 0421104 Notes: ANALYSIS PERIOD: AM Peak Hour Movemnt No. Laces E:Istin 004 Conditions I Conditions HzGtln 2004 +Cmirulative' Exirtln Ca. Val.. AM Peak V/C CriL Mvmt _. Project Vol.... . Vol. AM Peak _. .V/C.... Crit Mvmt.... NL 1.0 1600 109 0.068 0 0.052 F 1091 0 NR 1.5 2400 438 0.183. '. 0 .: 1 439. .0.183 : 0 NT 1.5 2400 445 0.185, .. 1 0.241 445 t8 596 SL 0 0 0 0.000 I 0.000 0..0.000 L SR 2 3200 653 0.204 1 1 654. ..0.264.... .. 1 ST 0 0 0 " 0.000 - . 0 0.000 0. O.DOO 0.. EL 1 1600 17 0.011 1 0.036' 17 _ 0.011 1 ". ER 0 0 0 0.000 0 - 0.000 0 ..0.000 0 ET 2 3200 174 0.054, .. 0 1 175 . 0.055.. 0 WL 0 0 0 0.000... 0 .100 0 ..0.000 0 WR 0 0 _ 0.000:. 0 - -..:_ 0 0.000 ._ 0 WT 2 3200 1326 0.414 1 2 .1328 0.415 1 ... - NIS cot nent 0.185 NIS com NIS com . ...0.185_ N/S component E/W component 0.425 E/W component E/w cmn p nent 0.426': - E/W corn onent RLTn: camp. 0.193 RLTm camp. RtML com ... 0.194 . RLTn. camp. Clemance Interval 0.100 Clearance Interval Cleamoce Intmai 0.100.. .- ICU ' .0.904 .. ICU 0 .905 ICU LOS'' D.: . LOS LOS D D Critical movemem identified by a I. .... Pm'ect 1 t: 0.001 Tm lanes far a right turn indicates free rriovement NA - Not A Ecablo - INTERSECFION CAPACITY UTH17ATION WORKSHHET' MTERSECfION: fl 3. NIS: Santa Clam St - E/W: Huntington Or DATE OF COUNTS: D421/04 , Notes: 0 ANALYSIS PERIOD: PM Peak Hour Mcvemnt No. Lanes Existio 2004 I Conditions Exirtln 004 +Cumulative cap. Vol. AM Peak V/C Crit Mvrut PROS. VOL. Vol AM Peak V/C.. -. Ctit' .. Mvmt NL 1.0 1600 83 0.052 0 ..83 0.052 0 NR 1.5 2400 741 0309. 1 22 763 0318 1 NT - 1.5 2400. 578 0.241 "1 t8 596 .0.248 I .. SL 0 0 0.000 1 0 0.000 1 SR 2 3200 373 0.117 1 21 394 0.123. 1 ST- 0 '0 0.000 _ Q..• ___ . -_. 0 X000 EL 1 1600 57 0.036' 0 57 0.036 0 ER 0 0 - 0.000 0.' 0 0.000. :._ - 0 ET. 2 3200 1019" 0.318 1 1 1020 0.319 1. -- WL 0 0 .100 1 01 0.000.... 1 .. ._ WR........ 0_ _,_ p. __._..- _.._..0000 - -..:_ p' - :0000 -_ _ 0.._:,_._ WT 2 3200 709 0.222 0 27 736 0.230 - 0. NIS com 0141 N/S component 0.248 E/W component 0.318 - E/W corn onent 0.319 RLTm camp. 0.149 RLTn. camp. 0.157 Clearance Interval 0.100 Clearance Interval 0.100." ICU 0.808 - ICU 0.824 - LOS D LOS D_.. Critical mavemem identified by a I. Project Impact: 0.016 In lanes fm a right turn indicates free movement. NA- Not A livable ICU - Exist +Cum! 3 R/3/2004 (10:18 AM ... INTERSECTION CAPACITY UTILIZATION WORKSHEET INTERSECTION: 0 4 N/S:. Colorado Pt E/W: Huntington Or - DATE OF COUNTS: 04122/04 Notes: ANALYSIS PERIOD: AM Peak Hour Movemnt No. Lens EAiling 2004 Condition - ExWin 2004 +Cumulative " Vol. " AM Peek V/C Ctit MML ": Project Vol. Vol. AM Peak Vic Crit Mvmt NL 0 p 0.000 0 0 0.000 0 - NR 0 0 - 0.000 '0 - 01 0.000 0 NT - 0 0 0.000 I 0 Ohm 1- SL 2 2880 ; 164 0.057 " 1 -- 1 - 165 0.057 1 - SR I 1600 167 0.104 1 1 168 0.105 1 ST 0 0 - 0.000. 0 0 -0.000 0 ' EL 0 0 0.000 1 - 0 0A00 1 ER 0 0 0.000 0 0 0.000 0 ET 0 0 .0.000 0" , 0 0.000 0 WL 0 0 0.000 - 0 0 r 0.000 0 WR 2 3200 802 '0251 0 3 805. 0.252 0 WT 1 2 1 3200 1306 0.408 1 46 - 1306 .0.408 1 - N/S m a neat 0.057 - WS Component 0.057 E/W com ent Omit FJW com ant 0.408 RLT%cum : .' 0.104 RLTn.c m 0.105 - Cleannee Interval 0.100 - Clemmna Interval 0.100 1CU - 0.669 � -'ICU 0.797 LOS B I LOS B Critical movement idendEed by a 1. - Project Impact. 0.001 TM lanes for a right tam indicates free movement - NA -Not Applicable " Y i I I ' I I INTERSECTION CAPACITY UTILIZATION WORKSHEET PMRSEE71ON: W4 NIS: Colorado PI &W: Hundagion Or DATE OF COUNT'S: 0422104 Notes: 0 ANALYSISPERIOD: PMPeakHour Movemat No. Lena Existio 004 Conditions Extstin 004 +Cumulative " Vol. , AM Peak V/C " Crit. Mvmt PROl. VOL. Vol AM Pak V/C Crit - Mvmt, - NL 0 0 0.000 0 0 O.000 - 0 NR O 0 - 0.000 - 0 -- 0 0.000 0 " NT 0 0 0.000 I 0 .- .0.000 1' SL 2 2880 953 0.331 1 2 955 - 0.332 1 'SR 1 1600 114 0.071 I. 1 115 0.072 1 ST 0 0 - 0.We - 0 - 0 Ono 0 EL 0 0 0.000 1 - - 0 - oboo I ER 0 0 0.000 0 - 0 0.000 " 0 ET 0 0 0.000 A 0 0.000 0 WL 0 0 0.000 0 0 0.000 0 WR. _. 2_ .3200.. ......282 _.0.088__ _.0... 4 _.... 286.....0.089 0 WT 2 3200 893 0.279 1 46 939 0.293 1 ' - NIS comixytent 0.331 NIS component - 0.332 LW component 0.279 E/W component 0.293 -- RCTn, comp, 0.071." ` RLT% c 0.072 "- " Clearance Interval 0.100 Clearance Interval -0.100 ICU 0.781 ICU 0.797 LOS C LOS C Critical movement idantified by a 1. Prcq=t Ira act: 0.016 Tw lanes fora right tom ft= m movement NA -NotA licable ICU -Exist +Cum 14 81312004110:18 AM - INTERSECTION CAPACITY UTILIZATION WORKSHEET INTERSECTION: #5 N/St Holly Dr E1W: Huntington Or DATE OF COUNTS: 04/21/04 Notes: ANALYSIS PERIOD: AM Peak Hoar Movemnl No. Laneb Existing 004 Conditions ` Exlstln 2004 +Cumulative Cap. Vol. AM Peak V /C:. Crit Mvmt. Project Vol:,.. Vol. AM Peak .. V/C _. Crit -Mvmt NL 1.3 2128 493 0.232 1 46 ..493.. 0.232- :: 1. NR 0.3 544 197 0362.. 1 .197 . 0.362. _ 1 NT. 01 528 l8 .0.034 _ 0- 18 0.034 0. SL 1.5 2400 4 0.002. 0 4 0.002.. '...0 SR 1 1600 0 01000 0 0 0.000. 0 ST 1.5 2460 12 0,005... 1 - - 12 0.005'. 1 EL 2 2880 16 0.006 0 16 0.006..... 0 ER 2 3200 0 0.000. 0 0 0.000 0 3 48M : 6 56 0.137: 1 1 657 0.137 : 1 E 2 -. ZB80 332 0.113 1 332 '0,115 1 _ :... -WR_._ . 0.5 800 43 0,054 0 __.___..:._..5. 43 0.054 .0 WT 3.5 5600 856 0.153 0. 1 857. 0.153 ...0. NIS component .0,237. 1 NIS component 0.231:.. Env co 0.252 E/W ca' onent 0.252 RLTu. comp; 0.213 RLTn. comp. 0.213 Clcemnce Interval 0.100 Clearance Interval 0.100 .. ICU 0.801 ICU 01802.: LOS C LOS.. C ..... Critical movement identified by a 1. - Project Impact: 0A00 In lanes for a right turn indicates free movement NA -Not 6p2licable INTERSECTION CAPACITY UTILIZATION WORKSHEET WTERSECTIONt k 5 NIS: Holly Or - EIW: Huntington Dr DATE OF COUNTS: 0412 M4 Notesr 0 ANALYSIS PERIOD: PM Peak Hour Movemat No. Lanes Existing 004 Conditions lstin 004 +Cumulative Cap. - Vol.... AM Peak V/C Crit - Mvmt. PROL VOL. Vol. . AM Peak V/C Crit MvmL. NL 13 2128 225 - 0.106 0 46 271 0.117 0. NR 0.3 544 IS 0.028. 0 15 0.028 0 NT 0.3 528 103 0:195 1 103 0.195 - .1... SL 1.5 2400 25 0.010 1 25 0.010 '. 1 SR 1 1600 159 0.099 1 159 0,099 1. ST . 1.5 2400 -. 174 0.073 -:- - 0 - - 174 0:073 -- 0 EL 2 2880 15 0,003 0 15 0,005. 0 ER 0 0 0 0.000 0 0 0.000 . D ET 3 4800 1013 0.21 I f 40 1053 0.219 1 WL 2 2880 281 0.098: 1 - 281 0.098 1 _ :... -WR_._ . _._ 0.5... _..800. - 5. 0'006-'- __.___..:._..5. _- 0.006 -._ _-- 0- -..... WT 3.5 5600 912 0.163 0 46 958 .0.171. 0... NIS COraponent - 0.205 N/S component - . 0.205 E/W com orient 0.309 E/W component 0.317. Rt.Tn. comp, 0.022 Rt.Tn. comp. . 0.022 Clearance Interval 0.100 Cleamoce Interval 0.100 ICU 0.636 ICU 0.644 LOS E LOS R Critical movement identified by a 1, - Project Impact 0.008 Ten lanes for a right turn indicates free movement NA -Not A licable ICU -Exist +Cum / 5 0/3/20041 10:18 AM INTERSECTION CAPACITY UTILIZATION WORKSHEET INTERSECTION: q 6 NIS: Baldwin Ave E/W: Huntington Or DATE OF COUNTS: 04121104 Notes: ANALYSIS PERIOD: AM Peak Hour Movemnt No.- Lana Exlsth 2004 Conditions Existio 2004 +Cumulative 2004 +Cumulative Vol. ' AM Peak V/C CriL MML Poject Vol. - Vol AM Peak V/C Crit., Mvmt. NL 1 1600 276 0.173 1 - I 276 0.173 1 - NR 1 1600 136 0.085 0 0 136 0.085 0 , - NT 2 3200 749 0.234 0 0 749 0.234 0 SL 1 16W 124 0.078. - 0 0 124 0.078 - 0 SR 'f 1600 235 0.147 0 0 235. 0.147 0 ST 2 3200 $65. 0.177 ' '1. - 1 " 565 0.177 l EL 2 2880173 2880 0.060 0 0 173 0.060 - 0 ER 1 1600 96 0.060 0 0 96 0.060 0 ET 4 6400 857 - 0.134 1 I 857 0.134 -" 1 WL 2 - 2880 219 0.076 1 1. " "219 0.076 .1 WR 1 1600 160 0.100 0 .1.1.1.1. 160 0.100 0 WT 4 6400 930 - 0.145 "0 - 0 ,- 930 0.145 0 0 N/S component - 0.349 0.379 NIS component - 0349 0.396 E/W component 0.210 0.311 E/W component 0.210 0.330 Rt.Ta. comp. 0.000 0.000 RLTn. coup. 0.000 0.000 Clearance Interval 0.100 0.100 Clearance Interval 0.100 - 0.100 ICU 0.659 0.791 ICU " 0.659 0.826 . LOS B C LOS.. B .. Critical movement identified by a 1. Project L• 0.000 - Ten Im a for a right tum indicates free movement NA • Not A glicable - - INTERSECTION CAPACITY UTILIZATION WORKSHEET - INTERSECTION; #6 N/S: Baldwin Ave EfW-. - Huntington Or DATE OF COUNTS: 04/21/04 Notes: 0 ANALYSIS PERIOD: PM Peak Hour Mavemnt No. Lana ExleBn 2004 Conditions - Exhfin 2004 +Cumulative C . Vol. AM Peak V/C Crit Mvmt - PROs. VOL. Vol. AM Peak V /C Olt. Mvmt. NL 1 1600 197 OA23 I 197 0.123 I NR 1 1600 213 0.133 0 45 258 0.161 0 NT 2" 3200 498 0.156 0 68. 566 0.177 0. - SL 1 1600 - 213 0.133 0 -.213 0.133 0 SR 1 9600 324 0.203 0 44 369 0.230 0 ST 2 3200 820 0.256 - - 1 " -'33. 873 0.273 .1 EL 2 2880 234 0.081 0 30 - 284 0.099 0 ER 1 1600 148 0.093 0 - 146 0.093 .0 ET 4 6400 1308 0.204 I 33 1341 0.210 I WL 2 2880 308 0.107 1. 39 347 0.120 - 1 WR 1 1600 169 0.106 .1.1.1.1. -. _ 169.._.0.106 WT 4 6400 808 0.126 0 ,- 30 838 0.131. 0 NIS component 0.379 NIS compameem 0.396 BRV component 0.311 EJW component 0.330 RLTn. comp. 0.000 RLTn. comp. 0.000 Clarence Interval 0.100 Clearance Interval 0.100 ICU" 0.791 ICU 0.826 " LOS C LOS,. D Critical movement identified by a 1. Project impact: 0.035 Ten lanes for a right turn indicates Oa movement. - NA - NotA licable - ICU -Exist +Cum 16 8/3/2004 / 10:16 AM INTERSECTION CAPACITY UTILIZATION WORKSHEET INTERSECTION CAPACITY UTILIZATION WORKSHEET Movemnt No. Lanes INTERSECTION: DATE OF COUNTS.- ANALYSIS PERIOD: No. Movmmnt Lanes If NIS: Santa Clara St 04/13/04 AM Peak Hour Existb D04 Conditions._. AM Peek Cris cap. Vol, V/C MML ElW:. Santa Anita Ave Notes: " Exlstln 2004 +Cumulative Project eak .Vol.. C Crit. Mvmt. NL I 16DO 21 .0.013. 0 (}iL Mvmt, PROI. VOL. 13 AM Peak V/C 0 NR 0.5 800 32 0.040. 0 112. 40. 0 0 NT 1.5 2400 723 0.301. .1 85 0.106 1...,... M 01 NT I SL 1 1600 37 0.023. .1 0.287 1 3:. 1 1" SR 1 16N 210 .0.131 0 1 SR 1:..' 1600 .., D,, ST 2 3200 693 0217... 0. 1 .. 2 17: ...__. 593 0 EL 1.5 2400 220 0.092. 1 LS 2400 92 0 1 " ER 1 1600 26 .0.016 _ 0 1600 26 0.016.. 0 0 43 - OS 806 162 0303.. 0 244 162 02031 > - 0. WL 1 1600 - 60 0.038, -.: 0 60 .0.038 ... 46 0 LWT ET WR t 1600 49 0.031. 0 - 0 49 0.031 _0.049_ 0 I L 1600. 247 0.154. '. 1 1 .248 0,155 0 1 - - 0.294 N/S cotnpomt F/W " Rt.Tn. coup Cleusace interval 0.324 _. 0246 .0.000 0.100. 0.294 NIS cant pent E!Wc _ neat RLTn. oom � . Clearance Interval .. 0.$24 0.247 0.000 ". 0.100 1 P/W com - ent R.M. comp. Clearance interval 0.334 - 1000 0.100 ICU 0.670 0.727 ICU ' 0.671 -• LOS C - - LOS C Critical movement identified by 1. .. Project lm ack 0.000 Ten lanes for a right tam indicates free movement, NA - NotA licable LOS'.. "" R Critical movement identified by a 1. Ten lance Orr a right turn indicates free movement. NA -Not Applicable - . - - - Project acs 1. 0.001 INTERSECTION CAPACITY UTILIZATION WORKSHEET INTERSECTION: #7 NIS: Santa Clan St " Elm Santa Ardta Ave . . DATE OF COUNTS: 04/13/04 Notes: - 0 " ANALYSISPERIOD: PMPeak Hour Movemnt No. Lanes Existing ( 2004 1 Condltiom - Existing +Cumulative . Cap. VoL. AM Peak WC (}iL Mvmt, PROI. VOL. Vol. AM Peak V/C Ctit. Mvmt NL 1 1600 112 0.070 0 112. 0.070. 0 NR 015 800 85 '0.106 .0 85 0.106 0 NT 1.5 2400 - 688 0.287 - 1 688 0.287 1 SL 1 1600 11 0.007 .1 11 0.007 - 1 SR 1 1600 68 0.043. 0 21 89 0.056.. 0 ST'. .. 2 ...__. 593 .0,185.,._.. 0 _._ -.593 __.0.155. _.0.___. EL - LS 2400 1 302 0 0 - - -- 18 320 0.133. 0 ER 1 1600 43 0 43 0.027 0 ET 0.5 800 244 1 244 0.305 � 1 W L t 1600 46 1 46 0.029- 1 n 1 1600 .x..79._ 0 _ �.._. 79 _0.049_ _ 0..._ WT .. 1 1600 138 0. 1 139 " - 0.087 0 - N/S co onent 0.294 NIS wen o rent 0.294 ErW component RLTn. mm p* Clearance intarvel 0.334 0.000.. 0.100- 1 P/W com - ent R.M. comp. Clearance interval 0.334 - 1000 0.100 0.727 .ICU 0.727 LOS C - - LOS C Critical movement identified by 1. .. Project lm ack 0.000 Ten lanes for a right tam indicates free movement, NA - NotA licable ICU -Exist +Cum / 7 813/2004110:18 AM - INTERSECTIONCAPACITY UTILIZATION WORKSHEET. INTERSECTION: #8 N/S: ; -, Colorado Blvd EM1V: Santa Anita Ave DATEOFCOUNTS: 04/13/04 Notes: ANALYSIS PERIOD: AM Peak Hour Movemnt No. Lana Exletin 004 Condltlom Conditions istin 2004 +Cumulative - Can. _.Vol. ' AM Peak V/C CriL . MML Project - Vol. Vol. AM Peak V/C Crit. Mvmt XL 1 1600 .123: 6.077. 1 1 123 0.077 l NR 0.5 806 .,. 39. 0.049 0 -- : - - 39 0.049 - 0. NT 2.5 4000 .. 1095 0.274. 0 0 1095 0.274 -. 0 SL 1 - 1600 ,.. 129 0.081. 0 .. - 129 - 0.081 0 SR 1 1600 31 0.019 0 0 31 0.019 0 ST 2 3200 .. 1135. 0.355 1 - 1 _. '. 1135 0 .355`" ` 1 EL l 1600 89. 0456 0 1 '.. 89 0.056 0 ER 0.5. - 800 135.. 0.169 ! 1 0 1 0 135 0.169 0 ET 1.5 2400. .: 358 0.149 `1 - 358 0.149 1 WL t 1600 39. 0.024 ''1 "` 0 39 0.024 t WR 0:5 800 43 0.054 10 ` 0.___ - 43'. 0.054 0 WT ].5 2400. 144 0.060 0 1 -, 144 0.060 0 .. 1. NIS wmpon I am . ` 0.432 0.418 N/S com n eat 0.432. - 0.425 - EtW courpement 0.174 0.276 E/W component 0.174 0.276 RI.Tn. comp. .. 0.000 0.000 Rt.Ta 01000 . 0.000 Clearance Interval - 0.100 0.100 Clearance inteivat 0.100 0.100 . . ICU 0.705' 0.794. •. - ICU 0.705 0.800 LOS C C LOS ..__: C .. Critical movement identified by a L 'eel act: 0.000 Trn lance for a right turn indicates free movement. NA•NotA liable INTERSECTION CAPACITY UTILIZATION WORKSHEET LITERSECTIOSft # 8 N/S: Colorado Blvd Efw: Santa Anita Ave DATE OF COUNTS: 04/13/04 Notes: 0 ANALYSIS PERIOD: PM Peak Hour Movemnt No. Lanes . Exbfin t( 2 004 Conditions Exlstlo K (2w) cumulative cap. Vol. AM Peak V/C Ctit. Mvmt. PROL VOL. Volt AM Pak ` V/C Ctit MvmL NL 1 1600 155 0.097 1 155. 0.097' 1 . NR 0.5 800 47 -. 0.059 0 47 0.059 0:. NT 2.3 4000 830 .0.208 0 ..Ill " 948 ''0.212' 0. SL 1 -. 1600 84 0.053 0 84 0.053 0 SR 1 - - 1600 62 . 0.039 0 62 ' 0.039 . 0 ST 2, .3200 .1021, 0.321._.:. 1 _. ..._.21 - 10491'. -0.328 1_..._.. EL I ' - 1600 ; 41 0.026 .. 1 '.. ... - `41 0.026 1 ...... ER 0.5. ' 800 : 121 .0.151 0 0.151 - 0. ' ET - 1.5 ..2400 - 141 6.659 0 141 '0.059 .' 0 WL - 1 1600 142 0.089 0 - 142 0.089 0 -' WE 05 - .. .800. ,. - _ 96 0.108 0.___ WT L5 2400 600 0.250 1 -, 600 ' -0.250 .. 1. NIS courbonent 0.418 -- WS coin em 0.425 - EfW com onent. 0.276 - E/W . went 0.276 .. Rt.in. c 0.000 Rt.Tn. comp. . 0.000 Clearance Interval 0.100 - Cleaiancelnteivel 0.100 ICU 0.794. •. .. .... ICU 0.800 LOS C - 'LOS C Critical movement identified by a 1. _ Project Im 0.007 Ten lanes fm a right loin indicate free movement. NA -Not Itr ICU -Exist +Cum /6 8/312004 / 10:10 AM ICU -Exist +Cum! 9 - 8/312004110:18 AM INTERSECTION CAPACITY urwzAT10N WORKSHEET INTERSECTION: INTERSECTION: # 9 NISI Same Anita Ave # 9 EIW: # 9 EJW: I -210 EB Ramp DATE OF COUNTS: DATE OF COUNTS: 04/14/04 04114/04 Notes: 04/14104 Notes: ANALYSIEPERIOD: PMPeak Hour ANALYSIS PERIOD: AM Peak Hour PM Peak lour - - AM Peak Hour - Rxladn 200 Conditions t 004 C0 dltloru No. . Exlatin 2004 Condltlona AM Peak No. No. :sin AM Peak Crit. No. Project Ca . AMPeak Cris Movemnt lanes Ca . Vol._ V/C Mvmt.. Lanes. C Vol. VOL ,... V/C .. _ Mvmt - NL . 0 0 0.000 0 0. . 0 . 1.5 0 0.000 ._ 0 NR IS 2400 264 0.110 0 1 1600 1.5 264 0.165 0, NT 1.5 2400 934 0.389. 1 2. 3200 1 934 0.292_ I... S 1 1600 251. 0.157 1 .: 1 1600'. 0 - 251 ..0.157 1... SR 0 0 - 0.000 0 0. 0 2 6 0.000 O.. ST 2 3200 725 0.227 - 0 2 3200. - L4 725.. 0.227 _ 0 .. EL 14 2240 - 225.. 0.100 1 1.4 2240.. 1.4 225 0.100. 1. ER 1A 2240 481 0.215 I 1.4 .2240. 320 481 0.215 1 ET 0.2 320 9 0.028 0 02 320 0 9 01028.. 0 -. "WL 0 0 0.000------ 0.000 0 0.. 0. .__.D --- 0.000 -_ 0 0.000.. 0... WR 0 0 0.000 0 D 0. _.. _1 0 0.000.. 0.. WT D 0 0.000 1 0 0 0.000: .....1 NIS component 0.546 : 0.067 NIS component _. 0.449.. - - RAY component 0.100 '. Clearance loterval E/W co m p onent O.IOD_ Rtin. camp . 0.187 ICU RcTn. win - . < 0.187 1CU. Clearance Interval 0.100 LOS D `- Clearance Inttrva7.. 0.1 D0. LOS ICU 0.933 - ICU _. 0.836.. Ten lanes for a right tum indicates free movement NA - Not Applicable LOS _ ... D . Critical movement identified by a I. Project act: -0.097 Ten lanes for a right turn indicates Ore movement NA-Not&p2licabla - - " -- ICU -Exist +Cum! 9 - 8/312004110:18 AM D9TERSECTION CAPACITY UTILIZATION WORKSHEET INTERSECTION: # 9 NIS: Soma Anita An # 9 EIW: 1.210 EB Ramp DATE OF COUNTS: 04114/04 04114/04 Notes: 0 ANALYSIEPERIOD: PMPeak Hour PM Peak lour - - -- Exlatin 20 Caudldona Rxladn 200 Conditions No. AM Peak Cdt No. PROI. AM Peak Crit. Movent Lanes m Ca . Vol. V/C Mvmt Lanes cap. VOL. .Vol. V/C Mvmt NL 0 0 0.000 0 0 0 0 0.000... 0 :... NR 1.5 2400 433 0.180 0 1 1600 7 440 0.275 0 -.. NT 1.5 2400 1033 0.430 1 2 . 3200 II 1044 .0326. SL 1 1600 247 0.154 1 1 1600. .. 247 0.154. -. 1 SR 0 0 O.ODO 0 0 0'. 0. 04000. 0 ST 2 3200 -686 - 0114- _-- 0 -, - -- 2 - -3200 21 _ - -707 -4:221 - - - EL - L4 2240 150 1 1.4 2240. 150 0.067 _. 1 ER 1.4 2240 265 LO.O67 1 1.4 2240 265. - .0.118.. 1 ET 0.2 320 19 0 01 320 19. 0.059 0. WL 0 0 .0.000- 0 0 0 0 .0.000 . O...r . -WR.. .0. 0... 0.000------ 0.- -.. -_.0._ 0-- - __.___ .__.D --- 0.000 -_ - _.0_. -.,. WT 0 0 0.000 1 0 0 - 0 .0.000.. _.. _1 N /Scomponent 0.585. N/S component ' ...0.481.... FV mmpo vent 0.067 F1W wm ent - : 0.067 RLTn. cam . 06059 - - Rt.Tm comp. -, 0.059. Clearance loterval 0.100 Clearance Interval 0.100 ICU 0.811 1CU. 0.707. LOS D `- LOS C Critical movemrntidentified by a 1. - Project Impact. -0.104 Ten lanes for a right tum indicates free movement NA - Not Applicable ICU -Exist +Cum! 9 - 8/312004110:18 AM INTERSECTION CAPACITY UTILIZATION WORKSHEET INTERSECTION: #10 N/S: Santa Anita Ave EJW: 1-210 WB Romp DATE OF COUNTS: 04/14/04 Notes: ANALYSIS PERIOD: AM Peak Four Movemnt No. Lana . >Exlstin 004 Conditions Ezlitin 004 +Cumulative - Vol. AM Peak V/C . Vol. AM Peak V /C. Crit Mvmt Project Vol. '. - Vol. AM Peak I V/C CriL .Mvmt, NL 0 0 1 0.000 1 0.000 - 0 0.000 1 NR 1 1600 562 0.151 0 0.203 562 0.331 0 NT 2 3200 701 0.219 0 0.219 701 0.219 0' SL 0 .0 0 0.000 0 0.000 0 0.000 "0 SR 1 1600 417 0.261 - l 0.132 - 417 - 0.261 1 ST 2 - 3200. , 760 0.238 1 - 0.251 760 0.278 1 EL 0 0 0 0.000 1 0.000 0 0ma 1 ER 0 - 0 0 0.000 0 0.000 0. 0.000 - - 0. ET 0 0 1 0.000 0 - 0.000 0 0.000 - 0 WL .1.5 2400 339 0.141 - 0" 0.138 339 0.141 0 WR 0.5 784 .322 .0.411 1 0.389 " 322 0.411 1 WT 0.0 16 5 0.313 1 0.063 5 1 0.313 1 - NIS component 0.238 0.251 WS component .0.238 0.135 E/W component 0313 0.138 E/W component 0.313 ...0.327 RLTn. camp. 0.121 0.327 RI.Tn. comp. 0.121 -. Clesrenee Interval -0.100 0.100 Cleiamm Interval 0.100 0.808 ICU 0.771 - 0.815 - ICU 0.771 D - " LOS C D LOS C Critical movement identified by a L Predect Too 0.000 W Ten lanes (m a right tur indicates free mavemenL NA -Not ApElicable INTERSECTION CAPACITY UTILPZATION WORKSHEET INTERSECTION: 410 NIS: Santa Anita Ave E/W: - I -210 WB Ramp DATE OF COUNTS: 04/14104 Natal 0 ANALYSIS PERIODS . PM Peak Hour Movemnt No. Lan Lames, Ex1stin 2004 Conditions Existing 2004 +Cumulative Ca P. - Vol. AM Peak V/C Crit Mvmt. PR0L VOL. Vol. AM Peak V/C Crit. Mvmt. NL 0 0 0.000 1 0 0.000 1 NR 1 1600 324. 0.203 0 324 0.203 0 NT 2 3200 689 0.215 0 11 700 0.219 0 SL 0' 0 0.000 0 0 0.000 0 SR I 1600 211 0.132 0 211 0.132 0 ST 2 3200 789 0.247 I 13 802 0.251 1 EL 0 - 0 - 0.000 0 0 0.000 0 ER 0 0 0.000 0 0 0.000 0 ET 0 0 0.000 1 0 - 0.000 1 WL L5 2400 324 0.135 1 8 332 0.138 1 WR 0.5 784 305 ..0.389 _. 1 305.. 0.389 " 1 WT 0.0 16 1 0.063 0 - 1 0.063 0 MS Component 0.247 NIS component 0.251 E/W com nt 0.135 PJW cornponent 0.138 RLTn. comp. - ...0.327 RLTn. comp. 0.327 Clearance Interval 0.100 Clarence lmetvol 0.100 ICU 0.808 ICU 0.815 . LOS D - " LOS' D Critical movement identified by a 1. - Project Impact 0.007 Ten lance for a right turn indicates fire movement. NA - Not Applicable ICU -Exist +Cum / 10 81311004 / 10:18 AM INTERSECTION CAPACITY UTILIZATION WORKSHEET INTERSECTION: # 2 NIS: Santa Anita Ave E(W: Huntington Dr DATE OF COUNTS: 03/27/04 Notes: 0 ANALYSIS PERIOD: Saturday PM Peak Hour Movemnt No. Lanes Existin (20 4) Condition's Existing +. 2004) Cumulative Cap. , Vol. AM Peak V/C Crit:, Mvmt., PROJ.. VOL.. Vol. AM Peak V/C , . Crit. Mvmt. NL 1 1600. 165 0.103. 0 165 0.103 0 NR 1 1600 1461 0.091 0 146 0.691 0 NT 2 3200 5711 0.178 1 " 571 0478 1 SL 1 1600 183 0.114 1 183 0.114 1 SR 1 1600 191 0.119 0 1 192 0.120 ST 2 3200 575 0:180_. 0. 575 - 0.180. 0 EL 1 1600 196 0.123, 0 1 1971 . 0.123 0 ER 1 1600 243 0.152 0 243 1 0.152 0 ET 2 3200 886 0.277 1 34 926 0.288 1 WL 1 1600 1531 0.096 1 153 0.096 1 WR 1 1600 115 0.072 0 115. 0,072 0 WT 2 3200 652. 0.204 6 40 692 0.216.. 0 N /S'com orient .0.293 N/S co' oneet 0.293 E/W component 0:379 E/W component 0383 Rt.Tn. comb. 0.000 Rt.T6. c 0.006 Clearance Interval 0.100 Clearance Interval 0.100 ICU 0.765 ICU 0.776 LOS C LOS C .. Critical movement identified by a 1. Project Impact; 0.011 Ten lanes for aright turn indicates free movement. NA -Not Applicable ICU - Exist +Cum SAT / 2 8/3/2004 / 10:18 AM INTERSECTION CAPACITY UTILIZATION WORKSHEET INTERSECTION: # 3 N /S: Santa Clara St E/W: Huntington Dr DATE OF COUNTS: 03/27/04 Notes: 0 ANALYSIS PERIOD: Saturday PM Peak Hour Movemnt No. Lanes Existin (20 4) Conditions Eaistin (2004 +Cumulative cap. Vol. AM Peak V/C Crit. Mvmt. PROI. VOL. Vol. AM Peak V/C Crit. Mvmt. NL 0.5 800 199 0.249 1 199 0.249 1 NR 2 3200 893 0.279 1 23 916 0.286 ` 1 NT 1.5 2400 425 0.177 0 19 444 0.185- 0 SL 0 0 0.000 0 0 0.000 0 SR 2 3200 471 0.147 1 32 503 0.157 1 ST 0 0 0.000 1 0 0.000 1 EL 1 1600 119 0.074 1 119 0.074 I ER 0 01 0.000 0 0 0:000 0 ET 2 3200 480 0.150 0 2 482 0.151 0 WL 0 0 0.000 0 0 0.000 0 WR 0.1 160. 37 0.231 0 37 0.231 0 WT 1.9 3040 932 0.307 1 40 972 0.320 1 N/S component 0.249 N /S.com onent 0.249 E/W component 0.381 E/W component 0.394 Rt.Tn. comp. 0.175 Rt.Tn. comp. 0.184 Clearance Interval 0.100 Clearance Interval 0.100 ICU 0.904 ICU 0.927 LOS D LOS E Critical movement identified by a 1. Project Impac 0.022 Ten lanes for a right turn indicates free movement. NA - Not Applicable ICU - Exist +Cum SAT/3 8/3/2004 110:18 AM INTERSECTION CAPACITY UTILIZATION WORKSHEET INTERSECTION: #4 N /S: Colorado Pl E/W: Huntington Dr DATE OF COUNTS: 03/27/04 Notes: 0 ANALYSIS PERIOD: Saturday PM Peak Hour Movemnt No. Lanes Ezlstin (2604 ) Conditions Ezlstin 2004 +Cumulative Co. Vol. AM Peak V /C, Crit. ., Mvint. PRO7. " VOL. Vol. - AM Peak V/C Crit. Mvint „ NL 0 0 0.000 0 0 .. 0.000 _ 0 NR 0 0 0.000 0 0 0.000 0 NT 0 0 0.000, - 1 0 0.000 1. SL 2 2880 681 0.236 1 2 683 0.237 1 SR. 1 1600 r 52 0.033 1 1 53 _ 0.033 1 ST 0 0 0.000 0 0 0.000 0 EL 0 0 0.000 1 0 0.000 1 ER 0 0 0.000 0, 0 0.000 0 ET 0 0 0.000_ _ 0 . ,- _ 0 0.000 ._ 0 WL 0 0, 0.000 0 0 . 0.000 0 WR 2 1 3200 257 0.680 0 4. 261 0.082. 0 WT 2 3200 1057 0.330 1 _ 70 1127 . _ 0.352 t .. NIS component 0.236 NIS component 0.237 E/W component ° 0.330. E1Wcomponent. 0.352 RtTn. comp. 0.033 Rt.Tn. co . , . 0.033 Clearance Interval 0.100 Clearance Interval 01100 ICU 0.694 ICU 0.722 LOS B _ LOS e ... C ,. Critical movement identified by a L Project Impac 0.023 Ten lanes for a right turn indicates free movement. NA - Not Applicable ICU- Exist +Cum SAT / 4 8/3/2004 / 10:19 AM INTERSECTION CAPACITY UTILIZATION WORKSHEET INTERSECTION: # 5 NIS: Holly Dr E/W: Huntington Dr DATE OF COUNTS: 03/27/04 Notes: 0 ANALYSIS PERIOD:' Saturday PM Peak Hour Movemnt No. Lanes " Existin 2004) Conditions Etistin 2004 +Cumulative Cap. Vol. AM Peak V/C Crit. Mvmt. PROJ. VOL. Vol. AM Peak V/C . Crit. Mvmt. NL, 1.3 2128 240 0.113 1 69 309 0.145 1 NR 0.3 544 94 0.173 1 94 � 0.173 1 NT 0.3 528 18 0.034 0 18 0.034 0 - SL 1.5 2400 60 0.025 0 60 0.025 0 SR 1 1600 269 0.168 0 269 0.168 0 ST 1.5 2400 374 0.156 1 374 0.156 1 EL 2 2880 43 0.015 0 43 0.015 0 ER 2 3200 305 0.095 0 305 0.095 0 ET. 3 4800 686 0143 - 1 .116 802 0.167 1 WL ' ' 2 2880 285 0.099 1. 2851 0.099 1 WR 0.5 800 12. 0.015 0 12 0.015 0 WT 33 5600 1075 0,192 0 70 11451 0.204 0' NIS component 0.269 NIS dMponent 0.301. E/W component 0.242 E/W component 0.266 Rt.Tn. comp. 0.040 Rt.Tn. comp. , 0.040 Clearance Interval 0.100 Clearance Interval 0.100 ICU 0.650 ICU 0.707 LOS 13 LOS C ENANo ement identified by a 1. Project Impac 0.057 r a right turn indicates free movement. Applicable - ICU - Exist +Cu m SAT / "5 8/3/2004110:19 AM INTERSECTION CAPACITY UTILIZATION WORKSHEET INTERSECTION: 06 N /Si Baldwin Ave E/W: Huntington Dr DATE OF COUNTS: 03/27/04 Notes: 0 ANALYSIS PERIOD: Saturday PM Peak Hour Movemnt No: Lanes Existing (2004) Conditions Existing.(7004 ) +Cumulative cap. AM Peak V /C. Crit. Mvmt PROJ. VOL. V91,,._ AM Peak V /C, ., Crit. _ Mvtnt. NL 1 1600 2151 0.134 1 215 0.134. 1 NR 1 1600 131 0,082 0 70 201 0.126. 0 NT 2 3200 701 0.219 0 101 802 0.251. 0 SL 1 1600 200. 0.125 0 200 0.125 0 SR 1 1600 425 0166 0. 66 491' '0.307 0 ST 2 3200 832 0.260 1 88 920 0.288 1 EL , .. 2 2880 297 0.103 1 76 373 0.130 1 ER 1 1600 181 0.113 0 181 0.113 0 _. ET 4 6400 743 0.116 0. 51 794. 0.124.. 0 WL 2 2880 354 0.123 0 55 409 0.142 0 WR 1 1600 123 0.077 0 123 0.077 0 WT 4 6400 1336 0.209 1. 44 13$0 0.216, ., , 1.,,,, . NIS component . 0.39.4 N/S component 0.422. , E/W component .' 0.312 E/W component 0.245 Rt.Tn. comp. 0.000 Rt.Ta.com 0.000. Clearance Interval 0:100 Clearance Interval 0,100 ICU 0.806 ICU. 0.867 LOS D LOS D F itical movement identified by a L Project Impac 0.061 n lanes for a right turn indicates free movement. - Not A licable ICU - Exist +Cum SAT 16 8/312004 / 10:19 AM INTERSECTION CAPACITY UTILIZATION WORKSHEET INTERSECTION: N I NIS: Secorid Ave ErW: Huntington Dr DATE OF COUNTS: 04 /15/04 Notes: ANALYSIS PERIOD: AM Peak Hour Movemnt No. Lana Existing 20041 +Cumulative 2004 +Cumulative +Project Existing 2004 + Cumulative +Project C . Vol. AM Peak V/C Cris Mvmt. Project Vol. Vol. AM Peak V/C 'CrIL MML NL 1 1600 162 0.101 0 5 167 - 0.104 0 NR 0.5 100 122 0.153 0 204 122 0.153 0 NT 1.5 .2400 359 0.150 1 236 359 0.150 t SL 1 1600 106 0.066 1 99 106 0.065 1 SR 0.5 100 65 0.081 0 56 65 0.081 0 - ST LS 2400 208 0.087 0 259 208 0.087 0 EL 1 1600 49 0.031 1 59 49 0.031 1 ER 1 1600 56 0.035 0 - 2 58 0.036 0 ET 2 3200 420 0.131 0 13 433 0.135 0 WL 1 1600 82 0.051 0 234 82 0.051 0 WR 0.5 800 49 0.061, 0 124 49 0.061 0 WT 1.5 2400 1051 0.438 I 40 1091 0.455- 1 NIS component NIS component 0.216 NIS component NIS component 0.216 PJW component E/W component 0469 E/W com Went E/W component 0.485 RLTn. com 6 . Rt.Tn. com . 06000 RLTn. com . Rt.Tn. comp. 0.000 Clearance Interval Clearance Interval 0.100 Clearance Interval Clearance Interval 0.100 [CU ICU 0.784 ICU 0.801 - LOS C LOS LOS C -. Cri deal movement identified by a 1. Pro'ect Impact: 0.017 Ten Jana fm a right turn indicates free movement NA -NotA licable INTERSECTION CAPACITY UTILIZATION WORKSHEET INTERSECTION: N 1 NIS: Second Ave WIN: Huntington Dr DATE OF COUNTS: 04115/04 Notes: 0 ANALYSIS PERIOD: PM Peak Hour Movemnt No. Lanee - Existing 2004 +Cumulative Existing 2004 +Cumulative +Project Cap. Vol. AM Peak V/C Cri4 MvmL PRO]. VOL. Vol. AM Peak V!C Cris Mvml NL I 1600 51 0.032 0 t 52 0.033 0 NR 0.5 800 204 0255 1 204 0.255 1 NT 1S 2400 236 0.098 1 236 0.098 1 SL 1 .1600 99 0.062 1 99 0.062 1 SR 0.5 800 56 0.070 0 56 0.070 2 ST 1.5 2400 259 0.108 0 259 0.108 0 EL 1 1600 59 0.037 0 59 0.037 0 ER 1 1600 51 0.032 0 2 53 0.033 0 ET 2 3200 1510 0.472 1 14 1524 0.476 1 WL I 1600 234 0.146 1 234 0.146 1 WR 0.5 800 124 0.155 0 124 0.155 0 WT 1.5 2400 778 0.324 ° 0 9 787 0.328 0 NIS component 0.160 NIS component 0.160 PJW component 0.618 E/W com Went 0.623 RLTn. com 6 . 0.010 RLTn. com . 0.010 Clearance Interval 00 Clearance Interval 0.100 - [CU 89 t l) 0.893 LOS LOS D Critical movement identified by a 1. - Project Impact: 0.004 Ten lanes for a right turn indicates free movement. NA - Not Applicable ICU -Exist +Cum +Prof / 1 8/3/2004 110:19 AM INTERSECTION CAPACITY UTILIZATION WORKSHRET . . INTERSECTION: 42 NIS: Santa Anita Ave E/W: Huntington Dr - - DATE OFCOUNTS: ` 04/10104 Notes: - ANALYSIS PERIOD: AM Peak Hour Mover ft No. Lanes EzliHa - '2004 +.Cumulative +Cumulative Existl 2004 +Cumulative +proect 004 +Cumulative +Project Val. Vol, AM Peak V/C . - Glt Mvmt Project - Vol Vol.. ' AM Peak V/C Crit Wait NL I 1600 331 0307 - 1 24 - - 355 0.222 _ 1. NR 1 1600 97 0.061 0.. 0 97 0.061, 0 NT 2 3200 . 877 0.274 . . 0, .. 877 590. 0.194 SL I 1600 .. 79 0,049 . -. 0 0. 79 0.049.... 0 SR 1 1600 109 0.068 : 0 .. 49 - 159 - 0.099 - .. - ,. 0 ST 2 3200 - 657 0205... 1 - 1..:.. _ 037 0105.,. 1 EL 1 1600 - - 55 0.034 -... 1. 10 65 0.041 1 ER 1 1600 150 0.094 0 :' 8 158 0.099... 0 ET 2 3200. 382 - O.l I9; -. 0 15 397. 0.124. 0` WL I 1600 97 0.061: , 0 1 97 0.061 0 WR 1 1600 89 0,056, - 0 0...:._._._.67_ -89 0.056.. 0 WT 2 3200 1033 0.320 1 - .46 1099 1 0.343 1. 0 ". NIS componea . - 0.412. 0.287 ,... NIS con ..0.427. 0.290 , E/W cormwout 0.363 - .0.446 E/4/ com .:.0384 0.451 RtTn. con_ 0.000 0.000.. R6Tn. comp. 0.000. ' 0.000 Clewan0 interval ..0.100 ...0.100.. Clearsace hoetvd 0.100 . 0.100 . ICU - 1 0.876 .0:833 ICU. 01911 0.841 LOS -.. D D - LOS E�. Critical movement identified by a I. Pr Impact 0.036 Ten Iona lnr a right turn indicate free movcmem. - NA -Not 6Aicable - wERSECTION CAPACITY UTILIZATION WORKSHEET INTERSECTION: # 2 NIS: - Santa Anita Ave EM Huntington Or -DATE OF COUNTS: 04/20704 Notes: - 0 - ANALYSTS PERIOD: PM Peak Hour Mwemnt No. Lopes E:Istio 004 +Cumulative :.Edstip 004 +Cumulative +Project Cap., "r - .Vol... AM Peak V/C Crit Mvmt PROD. VOL. :_ Vol.... AM Peak V/C Cdl. . Mvmt NL 1 1600 - 143 - 0.089 .. 1 5 148: 0.093 1 - NR 1 1600 132 0.083 0 132 0.083 0. NT 2 3200 590 0.184 590. 0.194 0' SL 1 1600 - 146 D.091. : 0. 146 0.091 - 0 SR 1 1600 - 96 0.060 ... 0 11 107 0.067 . 0 ST - 2 3200 -._ 632 0.498- - 1..:.. _ 632. -.- ��0.198 '..1:. . EL 1 1600 46 0.029 0 11 57. 0.036 0 ER I 1600 . 325 0.203 0. 9 334 0109 0 ET 2 . 3200 1136 - 0355. 1 - .L.: 16 -1152. 0,360 1. WL 1 1600 146 0.091 1 146 0.091 1 4/R._... .1_.1600 -67 0042 0...:._._._.67_ 67---0;042- WT 2 3200. 506 0.158 , 0 _ 11 . 517. 0.162 0 ". NIS component . 0.287 ,... -._ NIS component 0.290 , EIW com m- o - .0.446 - EhV component - 0.451 RETn Wrap 0.000.. RI.Tn. cm . ' 0.000 Clearence Interval ...0.100.. Clearancelnonvel - 0.100 ICU - - .0:833 ICU 0.841 - - LOS. D LOS D Critical movemcm identified by a l. Proem IMPaCr 0.008 Tw lance for a right turn indicates free movement NA -Not A licable ICU- Ealet+Cum+PMJ /2 - 013/2004110:19 AM INTERSECTION CAPACITY UTH.IYATiON WOIIESHEE'[ INTERSECTION CAPACITY UTILIZATION WORKSHR& , DATE OF COUNTS: 04/21/04 Notes 0 PMRSECTION: # 3 NIS: Santa Clara St E/W: Huntington Or Eil6tln DATE OF COUNTS: 04121104 AM Peak CHL Notes: AMPeak ANALYSIS PERIOD: - AM Peak Hour No. Movemnt - Lance - -' Vol. V /C. Existing: 004 +Connotative Exletin +Cumulative +Proect' No. Mvmt.... NL AM Peak CdL - Project AMPeak Crit Movemm Lanes C VoL VIC MML Vol..... Vol. ,..... V /C'.. Mvmt NL 1 1600 - . 109. 0.068. 0 -.. NT 109. 0.068.1 0L NR 2 3200 439. 0.137. 0 37 476 0.149. 0, . NT 1 1600 445 0.278. 1 4 449 0.2811 394 SL 0 0 0 0.000.. 1 ST 0 0.000' L.. . SR 2 3200 654 0.204 ,1 3 657.. 0.205,. - I. ST 0 0 0' 0.000. 0 ER 0. 0.000. 0. EL I. 1600 17 0.011 1 5 .. 22 66.014 ..'. 1 -. ER 0 0 0 0.000 0 WL 0 0.000.. 0 ET 2 3200 175 0.055 0 .. WR... 175. 0.055 0.. WL 0 .. 0 "0 9000... _6 WT _ 0 0.000.. 0 WR 0 0 0 0.000 0. 0' -. 0.000. 0 WT 2 3700 1328 0.415 -. .1 12 _ ..1340. 0.419 Rt.Tn. colon. 0.088 NIS co mponen t . 0.278 Clearance Interval NIS component 0.281 " Clearance interval _.. 0.100 E/W compound 0.426. 0.879 R/W comnirmonent - ..0.433.. 0.880... - RLTn. comp, D. 0.194 LOS RI.Tn, rA 0.192.9 Too lanes for a right turn indicates fire movement NA -NotA livable - Clearance Interval . 0300' Clearance Interval 0.100 . ICU. 0.998,. ICU. :. 1.005.. . LOS E ..r >. LOS'.... Critical movement identified by a l. Pru'em Impact: 0.007 Ten lanes far a right turn indicates free movemem. NA•Not livable ...... 1...... 19 °...,,.. INTERSECTION CAPACITY UTH.IYATiON WOIIESHEE'[ QvTERSECITONt #3 N/8:, Santa Clara St EIW: Huntington Or DATE OF COUNTS: 04/21/04 Notes 0 ANALYSIS PERIOD: PM Peek Hour - Exlstin 2004 +Cumulative' - Eil6tln 1004 +Cumulative +Pro , AM Peak CHL PROJ. AMPeak CrIL No. Movemnt - Lance Co. Vol. V /C. MML. VOL. Vol. Y/C.. Mvmt.... NL 1 1600 83 0.052 0. 83. 0.052 0... NR 2 3200 763. 0.238 0 8 ..771' - 0.241. 0... NT I 1600 596 0.373 1 _ 1 597_.. 0.373. 1 SL - 0 0 0 0.000 ..- .. 1 .. 0 .0.000. 1 .. SR 2 3200 394 0.123 1 3 397. 0.124 1.... ST 0 0 0 0.000 . - : ,0 ._._ ;_:_. 0 0.000! .0...:..:: EL 1 1600 57 0.036 0 1 58 0.036 0 ER 0 0 0 0.000 0 0 0.000 01 - ET 2 3200 1020 0.319 1 - 1020 0.319. 1 �. WL 0 0 0 0.000 1 0 .0.000 1.__. .. WR... 0 _ .. or ...._...._ 0.. 0.000- q,- _0- • -__... _� 0:000 0.. WT 2 3200 736 0.230 0 - 13 749 0.234_ 0. NIS com 0:373 N/S cum none. 0.373. F/W c panent 0.319 E/W component _, 0.319.. Rt.Tn. colon. 0.088 RLTn. com p, 0.088._ Clearance Interval 0.100 Clearance interval _.. 0.100 ICU 0.879 ICU . 0.880... - LOS D. LOS D... Critical movement identified by a 1. - Pmi=t Ira act: 0.001 Too lanes for a right turn indicates fire movement NA -NotA livable - .ICU -Exist +Cum +Pmj / 3 . 8/3/2004110:19 AM INTERSECTION CAPACITY UTIdZATION WORKSHEET INTERSECTION: # 4 - NIS: Colorado PI E/9P: Huntington Or - DATE OFCOUNTS: 0422104 - - Notes: ANALYSISPERIOD: AMPeak Hour - Movemnt No. Lanes Exletln (2 +Cumulative " Existing 001 + Cumulative +Pro Cap. - -' Vol AM Peak Vic Crit Mvmt Project Vol.:. Vol. AM Peak V/C :. Crit. , Mvn:L NL 0 - 0 , - 0 0.000: 0- 0 0.000 -0 NR 0 a 0 0.000 0 0 0.000 >. 0 NT 0 0 0 0.000. 1 _ .. ..0 0.000.. 1 . SL 2 2880 165 0.057.. . 1 5 - 130 0.059 :,....1 . - 1 - SR 1 1600 168 0.105. 1 - 168 0.105_ 1 .. ST 0 0 0 0.000 - 0 - 0 0.000". 0 EL 0 0 0 01000. _. 1 0 0.000, .. 1 ER 0 0' 0 0.000: 0 0 0.000 ,. 0 ET 0 0 0 OAOO. 0': 0 0.000 .:. 0 WL 0 0 0 0.000. 0: 0 ..0.000... 0 WR 2 3200 805 0.252.. 0 2 - 807 0,252 0'- WT 2 3200 1306' 0:408 1- IS 1321- 0.413: - 1 -. N/S cony - 0.057.: N/S t -0.059 FJW compo 0.408 - . F1W wraponent 0.413 - RtTn. co . 0.105 RLTn. conic. -0.105 " Clearance Interval - 0.100 Clearance Interval 0.100 - ICU 0.670 - 'ICU Ob77 LOS B' - " LOS B Critical movement identified by a 1. Noct Impaft 0.006 Ten Innis for a right turn indicates fee movement - - NA • Nat A livable ' Trn tan" For a right turn indicates NA•NotA livable ICU•Exlst +Cum +Prof / 4 INTERSECTION CAPACITY UTILIZATION WORKSHEET INTERSECTION: - # 4 NIS: Colorado PI E/W: Huntington Dr DATE OF COUNTS: - 0422104 - Not": - 0 ANALYSIS PERIOD: PMPeak Hour, - Movemnt No. Lanec Edsting 004 +Cumulative Existl 2 +C emulative +Pro Vol.. AM Peak V /C' Crit Mvmt PROL VOL. Vol. AM Peak V /C... CrIL Mvmt. NL 0 0 � 0 ' 0.000. 0 - - 0. 0.000 .. 0' NR 0 0 0 0.000 0 0 0.000:. 0 NT 0 0 0 0.000 1. 0 0.000:.. - 1 SL 2 2880 955 0.332.. 1. 1 956 0332. . - 1 - SR 1 1600 115 0.072 1.. 115 0.072 1 ' ST 0 0 :_ _. 0 0.000- A 0 -- -0 0.000 - ...0 EL 0 0 - 0 0.000 - 1 0 0.000 t: ER 0 0 - 10 0.000 .. 0 0 0.000 0 ET 0 0 0 0.000 - 0- 0 0.000.- 0 WL 0 0 0 0.000 0 0 0.000 .'. 0 Lm - 2.0 , _.3200....._....286 - OA89 -- 0 _..._. _. 2 __.. _.._,._288- _.0.090._- .- .__ -0- - -.. WT 2.0 3200 939 0.293 1 - 16 955 0.298 1 N/S com onent 0.332 NIS component .. 0.332 E/W oom onem'. 03 93 =W component FJ 0.298 RLTn. comp. " 0.072 .' Rt.To. comp. 0.072 Clearance Interval 0.100 Clearance Interval 01d0 ICU 0.797 ICU 0.802 LOS C LOS C Critical movement identified by a 1. _. Project Impact: 0.005 fee movement. ' 8/3/2004 / 10;19 AM INTERSECTION CAPACITY UTILIZATION WORKSHEET INTERSECTION CAPACITY UTILIZATION WORKSHEET Movemm INTERSECTION: DATE OF COUNTS: ANALYSIS PERIOD: - No. Movettmt Lanes #5 NIS: 04/21/04 AM Peak Hour Existing (2004) 004 Vol. Holly Or +Cumulative AM Pcak CriL V/C MML EfW: Notes: Existin Project Vol.. Huntington Dr 2 004 +Cumulative +project AM Peak Crit. Vol:.,_ V /C._ .'.Mvmt :.. NL 1.3 2128 493. 0132. 1 AM Peak V/C 493 . 0.23.... 2: -.. -..1 .. .. NR 0.3 544 197 0.362 1 5 202 0371'- 1 NT 0.3 528 IS 0.034 16 0.029 !80.034 NT U -. SL SR ST 115 1 1.5 2400 1600 2400 4 0 12 0.002 ... 0.000., 0.005- - 0 .0 . 1 0.195 4 0 12 01002 01000. 0.005.. _0 -- 0... . 1 .... EL 2 2880 1 16 0.006. 0 0.010 0.099 - 0.073'_ 16 ..0.006. 0. ER 2 3200 0 0.000... 0 0.005 0 0.000 0... ET 3 49W 657 0.137, 1 35 692 0.144 1 WL 2 2880 332 0.115.. 1 2 334 0.116 - 1 WR 0.5 800 43 0:054 '0 0.173. 43 0.054 0. WT 3.5 5600 857 0.153 0... 11 868. .0.155 0. _. Rt.Tn. comp. NIS component 0.237 -0.022 WS com .. 0.237.,.. 0.100 EfWco .0252.. F/W component 0.260_ - ICU RLTn. comp, 0.213 B RLTo. comp, 0.221` - Critical movemrnt identified by a I. Project Impact: - 0.002 Ten lanes fora right (tun indicates free movement NA -NotA licable Clearance Interval 0.100. Clemance Interval 0.100 [CU 0.802 ICU. ..� 0.818 LOS Cj D ".. Critical mavementidentified by a I. Ten lanes for a right turn indicates free movement NA - Not A licable -- Project Impact -° - .0.016 - °- INTERSECTION CAPACITY UTILIZATION WORKSHEET IN'MRSECTTONt #5 NS: Holly Or E/W-I Huntington Dr DATE OF COUNTS: 04121104 Noten 0 ANALYSIS PERIODt PM Peak Hour Movemm No. Lanes Exblin 2004 +Cumulative._ Exlstiv E (2004 +Cumulative + Project . Cap. Vol: AM Peak V/C Crit. MML PROS: VOL. . Vol.. AM Peak V/C Crit Mvmi.. NL 13 2128 271 0.127 0 271 0.127 0 NR 0.3 544 15 - 0.028 0 1 16 0.029 0, NT 0.3 528 103 0.195 1 103 0.195 .. 1 SL SR ST L5 1 1.5 2400 1600 2400 25 159 -: 174 0.010. 0.099 0.073'`'_'_ 1': 1 0 - 25 159. t74 0.010 0.099 - 0.073'_ 1, 1, . 0.___.- EL 2 2880 15 0.005 0 15. 0.005 0 ER 0 0 0 0.000 0 0 0.000.. 0. ET WL WR- 3 2 0.5- 4800 2880 800 1053 281 _'_ - --5- 0.219 EO67 1 1' __ -0 -... 8 2 _.. _ __ IODI 283 _`.._ 5.. .0221,1 0.098 _ 0.006- I _.. 0.__ WT 3.5 5600 958 0 12 970 0.173. 0 NIS com anent .0.205 NIS cam onem. 0.205.... - Elul component . 0:317 E/W com ionent - 0.319 . Rt.Tn. comp. 0.022 RLTn. com . -0.022 Clearance Interval 0.100 Clearance Interval 0.100 ICU 0.644 ICU 0.646 LOS B LOS B Critical movemrnt identified by a I. Project Impact: - 0.002 Ten lanes fora right (tun indicates free movement NA -NotA licable ICU - Exist +Cum+proj 16 81312004 / 10:19 AM INTERSECTION CAPACITY UTILIZATION WORKSHEET INTERSECTION: #6 NIS: Baldwin Ave Fires Huntington Dr - DATE OF COUNTS: 0421/04 Not": - - ANALYSIS PERIOD: AM Peak Hour Movemnt No. Lane Exlftln 004 + Cumulative Exbdn Exletin 004 + Cumulative +project C .. Vol. AM Peak WC Crit Mvmt. Nect Vol:: Vol..... AM Peak Vic Cdt Mvmt . NL 1 1600 276 6.173 - : 1 - - 276 - 0.173 , ' - 1 - NR 1 1600 136 0.085; 0 11 147 0!092. 0 -. NT 2 3200. 749 0134. _0 0.177 ,.. 749 0234., 0 SL- 1 1600 ...,. 0.078:x. 0:... _ 124 b.078 ... 0 SR - 1 1600 235 0.147. - 6 0.230:, - 235 . 0.147 .0 ST 2 3200 .. - 565 0.177: 1, 0:273 565 ..0.177 ,. ,...1. EL 2 2880 173 6.060 .. 0' 0.099 173 0.060. 0 ER 1 1600 96 0.060 0 0.093 96 0.060 . 0 ET 4 6400 .r 857 0.134. 1 24 ' -' 881 0.135 2 WL 2 - '2850 219 0.076 351 '.3 '222 0.077 .1 WR 1 1600 160 0.100 " .0. - -0406 160 0.100 .' "WT 4 6400 930 0.145- - b - . 8 EL 938 .0.147 0_ 0.396... 7 NIS co o lent+ 0349,.. -.0.396, NIS elan em 0.349 0330... F/W wan r:enf 0.210. 0.332 El1V component .:, 0,215 0.000. RLTn. comp. - 0.000.. - RtTO. comp. .0.000. _ 0.100 - Clearance interval : 0.100.... 0d00 Clearauca Interval 0.100 ' .. ICU 0.659. 0.828 .ICU 0.664 - .- LOS . -._.. B D LOS B Critical movement identified by a 1. - Pro'xt Impact: 0.005 Ten tune; for a right turn indicates fine movement, - - - NA -Not &Elicable - - INTERSECTION CAPACITY. UTILIZATION WORKSHEET INTERSECTION: .- 06 NIS; Baldwin Ave E(W: Huntington Dr DATE OF COUNTS: 0421104 . Narita: 0 ANALYSIS PERIOD: PM Peak Hour - - Movemnt No Lanes Ezistln 2004 +Cumuietive Exbdn 2004 + Cumulative +Project Cap. Vol.... AM Peak VIC Crit Mvmt PROL VOL, Vol.... AM Peak .- WC Cris Mvmt. NL 1 1600 197 6.123. 1 - - - 197 0.123 1 NR 1 1600 258 0.161 0. 3 . 261 0.163 0 NT 2 3200 566" 0.177 .. 0. - 566 0.177 ,.. D. SL 1 1600 - 213 - 0.133 0 213 0.133 0 - SR 1 1600 368 0.230 0 368 0.230:, - 0 ST 2 3200- _. 873 0273 -- - 1 873 0:273 - -- 1 -- - 'EL 2 2880 '284 0.099 - 0 284 0.099 0 ER 1 1600 148 0.093 - .. 0 '148 0.093 0 - ET 4 6400 1341 0.210 1 5 ..1346 0,210:: 1 WL 2 2880 347 0.120 -. 1 4 351 0!122 I .. VM...... 1 _ ....1600 - -. -169 0.106 - - -. _G__ _ . -.... .. 169 - -0406 - .__0__.. WT 4 6400 '838 0.131 0 8 846 0.132 -..: 0 N8 component - 0.396... NIS component -.0.396, EfW comport 0330... &W co onent 0.332 RtTn. comp. 0.000. Rt.Tn. comp. 0.000 Cleaance Interval _ 0.100 - Clearance Interval 0d00 ICU 0.826 ICU 0.828 LOS D LOS D Critical movement identified by a 1. - Projut Impact: 0.002 Ten lanes fm a right turn indicates free movement NA -Not licablti ICU -Exist +Cum +Proj 16 - 813/2004110:20 AM INTERSECPION CAPACITY UTILIZATION WORKSHEET INTERSECTION: 47 NIS: Santa Clara St E/W: Santa Anita Ave DATE OF COUNTS: 04/13/04 Notes: ANALYSIS PERIOD: AM Peak Hour Movemnt No. Lanes Exlsti (2004 l +Cumulative 2004) +Cumulative Existing 2004 +Cumulative +Project Ca Val.. AM Peak V/C Crit. Mvmt. Project Vol. Vol. AM Peak V/C Cric MvmL NL 1 1600 21 0.013 0 0 21 0.013 0 NR OS 800 32 0.040 0 0 32 0.040 0 NT 1.5 2400 723 0.301 1 10 733 0.305 1 SL 1 1600 37 0.023 1 1 37 0.023 1 SR 1 1600 210 0.131 0 IS 228 0.143 0 ST 2 3200 694 0.217 0 49 743 0.232 0 EL 1.5 2400 220 0.092 1 l2 232 0.097 1 ER 1 1600 26 0.016 0 0 26. 0.016 0 E7 0.5 goo 162 0.203 D 1 162 0.203 0 WL I 1600 60 1 0.038 0 - 1 60 0.038 0 WR 1 1600 49 0.031 0 0 "' 49 0.031. 0 WT 1 1600 248 0.155 1 0 248 0.155 1 0 NIS a anent 0324 0.294 11/5 component 0.329 0.298 E/W component 0,247 0,334 E/W component 0.252 0.334 RLTn. w . 0.000 0.000 Rt.Tn. comp. 0.000 0.000 Clearance Interval 0.100 01100 Clearance Interval 0.100 0.100 ICU 0.671 0.727 ICU 0.680 0.732 LOS R C .LOS - B Critical movement identified by a 1. Pm'ecl Impact 0.009 Ten lanes for a right turn indicates, fire movement. NA -Not licebla INTERSECTION CAPACITY UTILIZATION WORKSHEET INTERSECTION: 4 7 NIS: games Clara St E/W: Santa Anita Ave DATE OF COUNTS: 04/13/04 Notes: 0 ANALYSIS PERIOD: PM Peak Hour Montour No. Lanes Existing 2004) +Cumulative - Existin 004 + Cumulative +Project Vol. AM Peek V/C Crit. Mvmt. PRO]. VOL. Vol. AM Peak V/C Crit. Mvml NL 1 1600 112 0.070 0 112 0.071) '- 0 ' NR 0.5 800 85 0.106 0 83 0.106 0 NT 1.5 2400 688 0.287 1 11 699 0.291 1 SL 1 1600 11 0.007 1 11 0.007 - 1 SR 1 1600 89 0.056 0 4 93 0.058 0 ST 2 3200 593 0.185, 0'" 11 604 0.189 0 EL 1.5 2400 320 0.133 - 0 13 333 0.139 0 ER 1 1600 43 - 0.027 0 43 0.027 0- ET 0.5 800 244 0.305 1 244 0.305 i WL - 1 1600 46 0.029 1 46 0.029 1 - WR 1 1600 79 0.049__ 0 "' 79 0.049 0 " WT 1 1600 139 0.087 0 139 0.087 0 N/S component 0.294 NIS component 0.298 E(W component 0,334 E/W com onant 0.334 RL Tn. .on, . 0.000 RLTn..com . 0.000 Gleam.. interval 01100 Clearance Interval 0.100 ICU 0.727 ICU 0.732 LOS C LOS C Critical movement identified by al. Project impact: 0.005 Ten Ines for a right turn indicates free movement NA -NotA licable IOU- Exist +Cum +Pmj 17, - 813/200411 AM INTERSECTION CAPACITY UTILIZATION WORKSHEET INTERSECTION: # 8 NIS: Colorado Blvd VW: Same Anita Ave DATE OF COUNTS: 04/13/04 Notes: ANALYSIS PERIOD: AM Peak Hour - Movemnt No. Lanm ExlsOo 2004 +Cumulative Exlstln 004 +Cumulative +Project Cap. Vol. AM Peak WC Crit MML Project Vol. Vol. AM Peak V/C Crit Mvmt NL. 1 1600 123 0.077 1 1 123 OA77 1 NR 0.5 800 139 0.049 0 2 41 0.051 0 NT 2.5 4000 1095 0.274 0' 20 HIS 0,279 0 .- SL 1. 1600 129 - 0.081' 0 129 0.081 0 SR 1 1600 31. 0.019 0 - 31 0.019 0 Si 2 3200 1135 0.355 1 - 62 1197 0-374 1 EL 1 1600 89 0.056 0 - 89 0.056 0 ER 0.5 - 800 135 0.169 0 135 0.169 0 ET 1.5 2400 358 0.149 1- 358 0.149 1 M 1 1600 39 0.024 1 - 5 44 0.028 1 . WR 05 800 43 0.054 0 43 0.054 0 WT LS - 2400 144 0.060 - 0 144 0.060 0:- N/S component - 0.432 N/S component 0.451 E/W com onent 0.174 P/W component 0.177 Rt.Tn. comp. 0.000 RLTn. comp. 0.000 Clearance interval 0.100 Clearance Interval 0.100 ICU S 0.705 ICU 0.728 LOS C` LOS' C Critical movement identified by a 1. Pro j ect Impact: 0.023 Ten lanes fm a right lute indicates f = movement NA -Not Amficable - ' INTERSECTION CAPACITY UTIL17ATION WORKSHEET - INTERSECTION: #8 NIS: Colorado Blvd FJWt Santa Anita Ave DATE OF COUNTS: 04/13104 Notes: 0 ANALYSIS PERIOD: PM Peak Hour Movemnt No. Lan g Existin 2004) +Cumulative Exlstln 2004 + Cumulative +Project _ Vol. AM Peak - VIC -. Crit - MvmL PROD. VOL. Vol. AM Peak V/C - CriL Mvmt. NL I 16M 155 - 0.097 1 155 0.097 I NR 0.5 800 47 0.059 0 2 49 0.061 0 NT 2.5 4000 848 0112 0 22 870 - 0.218 0 SL 1 1600 84 0.053 0 84- 0.053 0 SK 1 1600 62 0.039 0 62 0.039 0. ST 2 3200 1049 0.328 1 14 1063 0.332 t EL 1 1600 41 0.026 - 1 41 0.026 1 ER 0.5 - 800 121 0.151 0 121 0.151 0 ET 1.5 2400 141 0.059- 0 141 0.059 0 WL 1 1600 1421 0089 0 1 143 - 0.089 0 . WR 0.5 800 _.. 86 0.108 -- 0 .. 86 - 0.108 -- 0 WT LS 2400 600 1 0.250 1 600 0.250 1 NIS com - 0.425 NIS component 0.429 E/W component 0.276 PJW component 0.276 RLTn. co 2000 Rt.Tn. comp. - 0.000 Clearance Interval 0.100 Chamnce interval 0.100 ICU 0.800- ICU 0.805 ' LOS C LOS C Critical movement identified by a 1. Project Impact! 0.004 Ten lanes for a right turn indicates free movement NA - Not AeRlicable ICU -Exist +Cum +Pmj 18 - 813/2004110:20 AM INTERSECTION CAPACITY UTILIZATION WORKSHEET INTERSECTION: n 9 WSt Santa Anita Ave EtW: 1 -210 EH Romp DATE OF COUNTS: D4 /14104 Notes: " ANALYSIS PERIOD: AM Peak Hour Movemnt Na. "Lana ]ubtin 2004 +Cumulative Existing 2004 + Cumulative +Project Cap. Vol. AM Peak V/C Crit Mvmt Project Vol. VOL AM Peek V/C _ Crit. Mvmt NIL - 0 0 0 0.000 0 0 0 0.000 0 NR 1 1600 264 0.165 0 1 265 0.166 0 NT 2 3200 934 0.292 1 19 953 0.298 1 SL 1 16M 251 0.157 1 1 251 0,157 1 SR 0 0 0 0.000 0 0 0 0.000 0 ST . 2 3200 725 0.227 0 9 734 0.229 0 EL 1.4 2240 225 0.100 - 1 1 225 0.100 - 1 ER 1.4 2240 481 0.215 I 49 530 0.237 I ET 0.2 320 9 0.028 0 0 9 0.028 0 WL 0 0 0 0.000 0 0 0 0.000 0 WR- 0 - 0 0 0400 -. 0 0. 0 0.000 0 WT 0 0 0 0.000 1 I 0 0.000 1 I WS Component 0.449 0.481 NIS component 0.455 0.487 E/W component 0.10D 0.067 E/W component 0.100 0.067 RLTn. comp. 0.187 01059 Rt.Tn. comp. 0.205 0.064 Clearance Interval 0.100 0.100 Clearance Interval 0.100 0.100 " ICU 0.836 0.707 ICU 0.864 0.718 LOS D C LOS D. ENtA entified bye i. Pro'eetl cC 0.026 tam indieatee fm movement DVTER.SECTION CAPACITY UTILPZATION WORKSHEET INTERSECfIONt M 9 NIS: Santa Anita Ave E/W: 1.210 ER Ramp DATE OF COUNTS: 04/14/04 Noteat 0 ANALYSIS PERIOD: PM Peak Hour Movemnt No. Lanes E:Istln 2004 +Cumulative Existing 2004 +Cumulative +Project Vol. AM Peak V/C Crt. MML PROL VOL. Vol AM Peak V/C Crit Mvmt NL 0 0 0 0.000 0 0 0.000 0 NR 1 1600 440 0.275 0 1 441 0.276 0 NT 2 3200 1 D44 0326 1 21 1065 0.333 l SL 1 1600 247" 0.154, 1 247 0.154 1 SR 0 0 0 0.000 0 0 0.000 0 ST 2 3200 707 0.221 0 2 709 0.222 0 EL 1.4 2240 150 0.067 1 150 0.067 1 ER 1.4 2240 265" 0.118 1 ll 276 0.123 - 1 ET 0.2 320 19 0.059 0 19 0.059 0 WL 0 0 0 0.000 0 0 0.000 0 WR 0 0 "0 D.000 0. 0 01000 - 0 WT 0 0 0 0.000 I 0 0.000 I NIS component 0.481 NIS component 0.487 E/W component 0.067 E/W comppoent 0.067 RLTn. comp. 01059 RLTn. camp. 0.064 Clearance Interval 0.100 Clearance Interval 0.100 ICU 0.707 ICU 0.718 LOS C LOS C Critical movement identified by al. _ 'Project Impact! 0.011 Ten lanes for a right tam indicates See movement NA -NotA licable ICU -Exist +Cum +proJ 19 8/31200411020 AM INTERSECTION CAPACITY UTILIZATION WORKSHEET IN TERSECTION: #10. NIS: Santa Anita Ave EM I- 210WBRamp DATE OF COUNTS: 04/14104 Not": ANALYSIS PERIOD: AM Peek Hour Movemm -. - No. "Lanes . - Existin 004 +Cumulative Existlu 2004 + Cumulative +Pro C Vol.: AM Peak V/C Crit MvmI. Project Vol.... Vol AM Peak V/C ' :- CM. _ Mvint. NL......, �., 0­­ . ,. -. :. 0' 0.000 'V 0 - .0:000 I NR.. 1 - 1600. 562 0.351' I 0 16 578 0.361 0 NT- -: 2 ,3200 -. =:701 0.219:... 0 :' - 3 ,704 .0.220 0 SL .. `- 0 - "i0 -..0 0.000 r 0 _ .._ 0 0.00 0 .. .... SR I - 1600 -- 417 0.261 - 1. 417 0,261 `- 1 ST 2 '3206 ' ..760 0.238 1 9 769 .,0.240 - , .1...:.... EL 0. :: 0 1 0 0.000 1 - 0 :0400 - l ... ER 0 . ' ., 0 _.. 0 0.000 , 0 0 0.000 0:.__. ET ,.... 0 -0 0. ..: 0.000 0; 0 0.000 0 WL 1.5 . _..2400 . .339 - ., 0.141 0,.. 4 343 % ._0.143 .. 0. - - Wit 0.5 :.784 322 0.411 1. 322. 0.411 - 1. WT _.. - OA .. 16 _ ".5 0.313 ( 1 .. 5 . 0.313 1. . - - N/§wmponW 0.238 NIS com l 0240 Efwcompomt 0.313 E/Wcom _. 0313.- - RtTn. comp. -.. 0.121 RLT& comp - ..0.119 Clearance interval 0.100 1 Clearance Interval 1 0.100 ICU 0.771 ICU 0.771 - LOS. C. - LOS D Critiml movermtidentified 6yal. Pm a= 0.000. Ten Innes fors right hum indicates I= maw m - - icable INMRSECTION CAPACITY UTILIZATION WORKSHEET INTERSECTIONe #10' N/St Santa Anita Ave EMS I -210 WB Ramp - DATEOFCOUNTS: 0414/04 Notes; 0 ANALYSIS PERIOD: .:..PMPeak Hour ,.. - Movemnt - Nd Lanes Eilitin 004 +Cumulative E:Istla 2004 + Cumulative +Project Cap. I Vol. AM Peak .V /C Crit. MML PROL VOL. Vol. AM Peak V/C Crit ..Mvmt. NL 0 0 0 0.000 1 0 0.000 - 1 NR 1 1600 324 0.203 - 0 18 342 0.214 0 NT 2 3200 700 0.219 0 3 703 0.220 0 SL 0 0 - 0 0.000 0 0 0.000 . 0 SR 1 1600 211 0.132 0 211 0.132 0 ST - 2 3200 802 0.251 I 2 804 0.251 1 EL 0 0 0 0.000 0 0 0.000 - 0 ER 0 0 0 0.000 0 0 0.000 0 ET 0 0 0 0.000. 1 - 0 0.000 1 WL 1.5 2400 332 0.138 1 1 333 0.139 1 Wit - 0.5 784 305 0.389 1 305 0.389 1 WT 0.0 16 - 1 0.063 0 1 0.063 0 NIS component 0.251 WS component 0.251 E/W Component 0.138 E/W component 0.139 RLTn. comp. 0.327 ` RLTn. comp. 0.327 Clearance Interval 0.100 Clearance Interval 0.100 ICU 0.815 ICU 0.817 LOS D LOS D Critical movement identified by a 1. Project lm act: 0.001 Tm lanes for a right turn indicates flee movement NA - Not Applicable ICU- Eelst+Cum +Prof 110 8/3/2004 / 10:20 AM INTERSECTION CAPACITY UTILIZATION WORKSHEET INTERSECTION: # 2 N /S: Santa Anita Ave E/W: Huntington Dr DATE OF COUNTS: 03/27/04 Notes: 0 ANALYSIS PERIOD: Saturday PM Peak Hour Movemnt No. Lanes Existin 2004) +Cumulative._ Existin (2004 ) +Cumulative ±Pro ect Cap., Vort.. AM Peak V /C, Crit. Mvmt. PROI. - VOL: Vol.. AM Peak Wit Crit: Mvmt. NL 1 1600 I65 0.103 0. 2 167 0.104 0 NR 1 1600 146 0.091 0 146 0,091 0 NT 2 3260 571 0.178 1 571 SL 1 1600 183 0.114 1 183 0.114 1 SR 1 1600 192 1 0.120 0 5 197 0.123 0 ST i 2 32001 575 0,180 0 575 0.180 0 EL 1 1600. 197 0.123 0 3 1 200 0125.- 0 ER 1 1600 243 0.152 0 2 245 0.153 0 ET 2 3200, 920 0.288 1 5 925 0.289 1 WL 1 I600 153 0.096 1 153 0.096 1 WR 1 1600 115 0.072 0 115 0.072 0 WT 2 3209, 6921 0.216 0 4 696 0.218. 0 NIS component 0.293 NIS wfhjiiment 0.293 E/W component 0.383 E/W component 0385 Rt.Tn: comb. . 0.000 Ri1n. com . 0.006 Clearance Interval 0:100 Clearance Interval 0.100 ICU 0.776 ICU 0.778 LOS C LOS C , Critical movement identified by a L Project Impact: 0.002 Ten lanes for a right turn indicates free movement. NA - Not Ap2licable '" ICU - Exist +Cum +Prcj SAT/ 2 8/3/2004 / 10:20 AM INTERSECTION CAPACITY UTILIZATION WORKSHEET INTERSECTION:. # 3 N /S! Santa Clara St E/W: Huntington Dr . DATE OF COUNTS: 03/27/04 Notes: 0 ANALYSIS PERIOD: Saturday PM Peak Hour Movemnt No. Lanes Exlstin 2004) +Cumulative Existing 2004 + Cumulative +Project C ap Vol. AM Peak V/C Crit. Mvmt. ' PROJ. VOL. Vol. AM Peak V/C Crit. Mvmt. NI, 0.5 800 199 0.249 1 199 0.249 1 NR 2 3200 916 0.286 1 3 919 0.287 1 NT 1.5 2400 444 0.185 0 1 445 0385 0 SL 0 0 0, 0,000 0 0 0.000 0 SR 2 3200 503 0.157 1 ' 504 0.158 1 ,ST 0. ,. 0 0 0:000 1 0 0.000 1 EL 1 1600 119 0.074 1 1 120 0.075 1 ER 0 0 0- 0.000 0 0 0.000 0 ET 2 3200 482 0.151. 0 482 0.151 0 WL 0 0- 0 0.000 0 0 -0.000 0 WR 0.1 160 37 0.231 0 37 0.231 -0 WT 1.9 3040 972 0.320 1 4 976 0.321 1 NIS component 0.249 NIS component 0.249 E/W component 0.394 E/W component 0.396 Rt.Tn. comp. 0.184 Rt.Tn. comp. 0:184 Clearance Interval 0.100 Clearance Interval 0.100 ICU 0.927 ICU 0.929 LOS E LOS E Critical movement identified by a is Project Im act: 0.002 Ten lanes for a right turn indicates free movement. NA - Not Applicable ICU - Exist +Cum +proj SAT / 3 8/3/2004 / 10:20 AM INTERSECTION CAPACITY UTILIZATION WORKSHEET INTERSECTION: # 4 N /S:.. Colorado PI E/W: Huntington Dr DATE OF COUNTS: 03/27/04 Notes: 0 ANALYSIS PERIOD: Saturday PM Peak Hour Movemnt No. Lanes Existing 2004) +Cumulative Existing (2004)+ Cumulative +Pro C apw Vol. AM Peak V/C Crit. Mvmt. PROD. VOL. Vol. AM Peak V/C Crit. Mvmt. NL 0 0 0 0.000 0 0 0.000 0 NR 0 0 0 0.000 0 0 0.000 3 NT 0 0 0 0.000 1 0 0.000 1 SL 2 2880 683 0.237 1 1 684 0.238 1 SR 1 1600 53 0,033 1 53 0:033 1 ST 0 0 0 0.000 0 0 0.000 0 EL 0 0 0 0.000 1 0 0.000 1 ER 0 0 0 0.000 0 0 0.000 0 ET 0 0 0 0.000 0 0 0.000 0 WL 0 0 0 0.000 0 01 0.000 0 WR 2 3200 261 0.082 0 1 262 0.082 0 WT 2 3200 1 1127 0.352 1 5 1132 0.354 1 NIS component 0.237 NIS component 0.238. E/W component 0.352 E/W component 0.354 Rt.Tn. comp. 0.033 Rt.Tn. comp. 0.033 Clearance Interval 0.100 Clearance Interval 0.100 ICU 0.722 ICU 0.724 LOS C LOS C Critical movement identified by a 1. Project Impact: 0.002 Ten lanes for a right turn indicates free movement. NA -Not Applicable ICU -Exist +Cum +proj SAT / 4 8/3/2004 / 10:20 AM INTERSECTION CAPACITY UTILIZATION WORKSHEET INTERSECTION: # 5 NIS: Holly Dr E/W: Huntington Dr DATE OF COUNTS: 03/27/04 Notes: 0 ANALYSIS PERIOD: Saturdal PM Peak Hour Movemnt - No. Lanes Exiitin 2004) +Cumulative Extsd 2004) + " Cumulative +Project Clap. Vol. AM Peak V/C Crit Mvmt. PRO7. VOL. Vol. AM Peak V/C Crit. Mvmt. NL 1.3 2128 309 0.145 1 309 0.145 1 NR 0.3 544 94 0.173 1 1 95 0.175 1 NT 0.3 528. 18 0.034 0 18 0.034 0 SL 1.5 2400 60 0.025 0 60 0.025 0 SR 1 1600 269 0.168 0 269 0.168 0 ST 1.5 2400 374 0.156 1 374 0.156 1 EL 2 2880 43 0.015 0 43 0.015 0 ER 2 3200 305 0.095 0 305 0.095 0 ET 3 4800 802 0.167 1 3 805 0.168- 1 WL 2 2880 285TF 0.099 1 1 286 0.099 " 1 Wit 0.5 800. 121 0.015 0 12 '0.015 0 WT 3.5- 5600 1145 1 0.204 " 0 4 1149 0.205 0 " NIS component 0.301 NIS component '" 0.301. E/W component 0.266' E/W component 0.267 RLTu. camp. 0.040 Rt.Tn. c6rap. 0.041 " Clearance Interval 0.100 Clearance Interval 0.100 ICU 0.707 ICU 0.709 LOS C LOS C Critical movement identified by a 1. Project I act: 0.002 Ten lanes for a right turn indicates free movement NA - Not A licable !CU- Exist ±Cum +proJ SAT/ 5 8/3/2004 / 10:20 AM INTERSECTION CAPACITY UTILIZATION WORKSHEET INTERSECTION: # 6 NIS: Baldwin Ave E/W: Huntington Dr DATE OF COUNTS: 03/27/04 Notes: 0 ANALYSIS PERIOD: Saturday PM Peak Hour Movemnt No. Lanes Existlm (2004 )+Cumulative . Eidsttng (2004) + Cumulative + Project Cap. VcI . Peak V/C Crit. Mvmt. PROD. VOL. Vol. AMPeak V/C Crit Mvmt. NL 1 1600 215 0.134 1 215 0.134 1 _ A I 1600 201 0.126 0 1 202 0.126 0 NT 2 3200 802 0.251 0 802 0.251 0 1 1600 200 0.125 0 200 0.125 0' SIB a 1 1600 491 1 0.307 0 491 0.307 0 ST SL 2 3200 920 0.288 1 920. 0.288 1 EL 2 2880 373 0.130 1 373 0.130 1 ER 1 1600 181 0.113 0 1 181 0.113 0 ET 4 6400 794 0.124 0 2 796 0.124 0 WL 2 2880 409 0.142 0 1 410 0.142 0 WR 1 1600 123 0.077 0 123 0.077 0 WT 4 6400 1380 0.216 1 2 .13821 1 NIS component,., 0.422 NIS component 0.422 EJW component 0.345 . -, E/W component 0.345 RtTn. cornp. 0.000 RLTn. comp. 0.000 Clearance Interval , 0.10a Clearance Interval 0.100 ICU 0.867 ICU 0.867 LOS D LOS D Critical movement identified by a 1. Project Impact: - 0.000 Ten lanes for a right turn indicates free movement. NA -Not Applicable ICU - Exist +Cum +Proj SAT / 6 813/2004 / 10:20 AM - INTERSECTION CAPACITY UTILIZATION WORKSHEET INTERSECTION: 92 NIS: Santa Anita Ave E/W: Huntington Dr DATE OF COUNTS: 04/20/04 Notes: 0 ANALYSIS PERIOD: PM Peak Hour PM Peak Hour INTERSECTION CAPACITY UTILIZATION WORKSHEET Existin INTERSECTION: i12 MS: Santa Anim Ave +Mid atlon p 2 E/W: Huntington Dr No. Lanes DATE OF COUNTS: 04 /20/04 AM Peak V/C Crit Mvmt. No. Lanes 0420/04 Notes: Vol AM Peak V/C ANALYSIS PERIOD: AM Peak Hour 1 1600 148 AM Peak Hour 1 1 1600 Elf, u (2004) + Cumulative +Project 148 Existln 20041 +Camulxtive +Pro sct +Mitt/ a0on .1 No. 1 1600 AM Peak Crit. No. Project - AM Peak Crit. Movemm Lanes cap, Vol. VIC MvmL Lanes Can. Vol. Vol. V/C MvmL WL 1 1600 355 0.222 1 1 1600 1600 355 0.222 1 NR 1 1600 97 0.061 0 1 1600 1600 97 0.061 0 NT" - 2 3200 977 0.274 0 2 3200 3200 877 0.274 0 SL 1 1600 79 0.049 0 1 1600 1600 79 0.049 0 SR 1 1600 158 0.099 0 1 1600 1600 158 0.099 0 ST 2 3200 657 0.205 1 2 3200 3200 657 0.205 1 EL I 1600 65 0.041 1 1 1600 1600 65 0.04t 1 ER 1 1600 158 0.099 0 1 1600 1600 158 0.099 6 ET 2 3200 397 0.124. 0 2 3200 3200 397 0.124 0 WL 1 1600 97 0.061 0 1 1600 0.290 97 0.061 0 WR 1 1600 89 0.056 0 0.5 800 0.451 89 0.111 0 WT 2 3200 1099 0.343 1 - 2.5 4000 0.100 1099 0.275 1 Clearance interval .0.100 0.427 0.841 NIS component 0.427 LOS D 0.384 LOS D Critical movement identified by a 1. Proleet Impact: 0.000 Ten lanes far a right turn indicates free movement. NA - Not Applicable PJW com nent 0.315 0.000 RLTn. co m . 0.000 Mcom. ilE Cleamnce Interval 0.100 0.911 ICU 0.843 E LOS D Critical movement identified by I. Project Impact: -0.069 Ten lames for a right turn indicates free movement NA. Not Applicable - INTERSECTION CAPACITY UTILIZATION WORKSHEET INTERSECTION: 92 NIS: Santa Anita Ave E/W: Huntington Dr DATE OF COUNTS: 04/20/04 Notes: 0 ANALYSIS PERIOD: PM Peak Hour PM Peak Hour Existin 2004 +C cumulative +Proect Existlo (2004) +Cumulative + Prot eN +Mid atlon Movemnt No. Lanes Cap. Vol. AM Peak V/C Crit Mvmt. No. Lanes PR03. VOL. Vol AM Peak V/C Crit. Mvmt NL 1 1600 148 0.093 1 1 1600 148 0.093 .1 NR 1 1600 132 0.083 0 1 1600 132 0.083 0 NT 2 3200 590 0.184 0 2- 3200 590 0.184 0 SL 1 1600 146 0.091 0 1 1600 146 0.091 0 SR 1 1600 107 0.067 0 1 1600 107 0.067 0 ST 2 3200 632 0.198 1 2 3200 632 0.198 1 EL 1 1600 57 0.036 0 1 1600 - 57 0.036 0 ER 1 1600 334 0.209 0 1 1600 334. 0.209 0 ET 2 3200 1152 0.360 1 2 3200 0.3fi0 1 WL I 1600 146 0.091 1 1 1600 n146 0.091 T WR 1 1600 6i 0.042 0 0.5 800 0.084 0 2 3200 517 0.162 0 2.5 4000 0.129 - 0 NIS component 0.290 N/S component 0.290 E/W component - 0.451 E/W component 0.451 Rt.Ta. comp. 0.000 Rt.Tn. com . D.000 Clemancelntmval 0.100 Clearance interval .0.100 ICU 0.841 ICU 0.841 LOS D LOS D Critical movement identified by a 1. Proleet Impact: 0.000 Ten lanes far a right turn indicates free movement. NA - Not Applicable ICU -Exist +Cum +Pmt +MR 12 8/3/20041 10:22 AM d E •O Q� CL 0 �a IL c CC O G 'C = Q C O w IL ATTACHMENT 4C 0 M y n— E C Co C C ��°- N> N d ry Q .3c m `LocQ y o`gym'U amUd LL 9 C V~ G p N C C m >• j a m c no 2 E E. w E CL ' m 0 % = a (p o ad m m v c C o V m C 4 m C Q o air m D a m o m._ m o — m m m 'vim m m i a Z c O .0 m Q E E m Q 0 oa O m C N m m C C O m C O m $.d �m oZ a O C m 5 o °i.E aa o .��m OD ca-Q 0 0�m 'N ° � E d..Q y m..o = '� m m 0 a8 Q@v.c� a m nt m o {a a N C N U C L m U E 6'5) N a C D O O N j y$ •� C; o_ �0�c2 d -2 msa.v W N�mv °S - ma �`m €2 —°c�� a>,pL m�N Cam, a D a _ C O 0�3 � > > CA_?p8 o� m pp p 8 E�L 8 E� p .o-� N C N y C C O l0a `v m aE dcooa� O $ m'�? Ex . m0> m ° m m m c.M. m >m y m N a � O O� Q$ m L VNi,N pQ m l m O ,C 'o �c a m v m O C Y O O �C_, y «'S m U a m. m. mr�. > m cd �' ?> . a > , Q O A m � rng L.$ y m N� d o QW �• 9c mo U�= 8 m 2 N m rC C ,,cc LO Q m� m=W wQ F .2. C m C m L N j { V C e C C L m m y m QE 2 m a 'tq y 0 c cEF U� HH ATTACHMENT 4C 0 M CITY OF ARCADIA 240 W. HUNTINGTON DRIVE 'J ARCADIA, CA 91007 CALIFORNIA ENVIRONMENTAL QUALITY ACT NEGATIVE DECLARATION A. Name, if any, and a brief description of the project: Morlan Place Automobile Dealership Expansion Project (Rusnak), 300,000 sq. ft. expansion on 3.6t acres (5 properties to be acquired /cleared) of existing dealership. B. Location of Project: Arcadia, California (County of Los Angeles) C. Name of Applicant, Sponsor or Person Undertaking Project: _ A. Paul P. Rusnak. Trust and Rusnak/Arcadia B. Other (Private) (1) Name (2) Address The Arcadia Redevelopment Agency, having reviewed the Initial Study of this proposed project and having reviewed the written comments received prior to the public meeting of the Redevelopment Agency Board, including the recommendation of the City's staff, does hereby find and declare that the proposed project will not have a siginificant effect on the environment. A brief statement of the reasons supporting the Redevelopment Agency's findings are as follows: The expansion replaces existing under - utilized land uses and will improve the appearance of the Downtown Redevelopment Project Area, provide increased sales /use taxes to the City and property taxes The Arcadia Redevelopment Agency, hereby finds that the Negative Declaration reflects its independent judgement. A copy of the Initial Study may be obtained at: Development Services Department City of Arcadia 240 W. Huntington Dr. Arcadia, CA 91007 (626) 574 -5408 The location and custodian of the documents and any other material which constiture the record of proceedings upon which the City based its decision to adopt this Negative Declaration are as follows: Development Services Department Economic Development Division City of Arcadia 240 W. Huntington Dr. Arcadia, CA 91007 (626) 574 -5408 Date: Date Received for filing Don Penman, Deputy Executive Director Form "E" 4/03 ATTACHMENT 4D NOTICE OF DETERMINATION T0: Expansion Project (Rusnak) Clerk of the Board of Supervisors FROM: Don Penman Deputy Executive Director Arcadia Redevelopment Agenc 240 W. Huntington Drive Arcadia, CA 91007 or X County Clerk County of (626) 574 -5408 Office of Planning and Research (If the project requires state approval) P.O. Box 3044 (U.S. Mail) 1400 Tenth Street, Room 222 (overnight delivery) Sacramento, CA 95812 -3044 Sacramento, CA 95812 SUBJECT: Filing of Notice of Determination in Compliance with Section 21152 of the Public Resources Code. Project Title:Morlan Place Automobile Dealership Expansion Project (Rusnak) State Clearinghouse Number Contact Person: Telephone Number: if submitted to SCH : ( ) Pete Kinnahan The project will NOT have a significant effect on the environment (626) 574 -5408 Economic Development An Environmental Impact Report was prepared and certified for this project Project Location (Include County): Arcadia, CA (County of Los Angeles) 300,000 sq. ft. expansion 'on 3.6 *_ acres (5 properties to be Project Description: acquired/ cleared) of existing automobile dealershi This is to certify that the (Lead Agency or Responsible Agency): Arcadia Redevelopment Agency approved the above described project on Dec- !i�72-20042opand made the following determinations: AGCY /RVPUB /2004/546381 1 Attachment 4D 1. The project will have a significant effect on the environment. The project will NOT have a significant effect on the environment 2. An Environmental Impact Report was prepared and certified for this project pursuant to the provisions of CEQA and reflects the independent judgment of the Lead Agency. A Negative Declaration was prepared for this project pursuant to the provisions of CEQA and reflects the independent judgment of the Lead Agency. X A Mitigated Ne gative Declaration was prepared for this project pursuant to the of CEQA and reflects the independent judgment of the Lead provisions Agency. AGCY /RVPUB /2004/546381 1 Attachment 4D Dr., Date: I December 8, 2004 Signature: o n.:. Date Received for Filing: Title: Deputy Executive Direct AGCY /RVPUB /2004 /546381 2 RESOLUTION NO. ARA -212 A RESOLUTION OF THE ARCADIA REDEVELOPMENT AGENCY (i) ADOPTING A MITIGATED NEGATIVE DECLARATION AND A MITIGATION MONITORING PROGRAM FOR A LAND ASSEMBLY AND DEVELOPMENT AGREEMENT WITH PAUL P. RUSNAK AND RUSNAK/ARCADIA, AND (ii) APPROVING A LAND ASSEMBLY AND DEVELOPMENT AGREEMENT WITH PAUL P. RUSNAK AND RUSNAK/ARCADIA WHEREAS, the City Council of the City of Arcadia ( "City") approved and adopted a redevelopment plan ( "Redevelopment Plan ") for the redevelopment project area known as the "Central Redevelopment Project" ( "Project Area "), on December 26, 1973, by Ordinance Number 1490, as last amended on October 7, 2003, by Ordinance Number 2181; and WHEREAS, the Arcadia Redevelopment Agency ( "Agency ") is engaged in activities to implement the Redevelopment Plan for the Project Area, pursuant to the provisions of California Community Redevelopment Law (Health and Safety Code Section 33000 et seq.) ( "CRL "); and WHEREAS, Paul P. Rusnak, as trustee of the Paul P. Rusnak Family Trust dated November 18, 1988 ( "Owner "), and Rusnak/Arcadia, a California corporation ( "Operator "), own and operate a new and used automobile dealership and automobile service center located at 55 West Huntington Drive in the Project Area ( "Dealership "); and WHEREAS, the Owner and the Operator desire to acquire and develop five (5) parcels of property located within the Project Area in proximity to the existing Dealership ( "Expansion Site ") in order to expand the existing Dealership facilities and services ( "Expansion Project "); and WHEREAS, the Agency has determined that the redevelopment of the Expansion Project on the Expansion Site will assist the community in eliminating and preventing conditions of blight on the Expansion Site and prevent the spread of conditions of blight into other areas of the community, including areas within the Project Area; and WHEREAS, Agency staff, the Owner and the Operator have negotiated the terms of a proposed 2004 Land Assembly and Development Agreement ( "Agreement ") that provides, among other things: (i) that the Agency will use its reasonable best efforts to acquire the Expansion Site and convey the Expansion Site to the Owner, and (ii) that the Owner will acquire the Expansion Site from the Agency and develop the Expansion Project on the Expansion Site, pursuant to the terms and conditions of the Agreement; and WHEREAS, a copy of the Agreement is and has been on file with the Agency Assistant Secretary, at the Agency's office, at the Arcadia Public Library, and available to the public for inspection since November 11, 2004; and ATTACHMENT 5 WHEREAS, Environmental Quality Act ( "CEQA ") and the Agency has prepared an initial study ( "Initial Study ") to assess potential environmental impacts of the development of the Expansion Project; and WHEREAS, the Initial Study indicates that all potentially significant adverse environmental impacts that may result from implementation of the Expansion Project can be mitigated to a level of insignificance, pursuant to a Mitigation Monitoring Program ( "MMP "), and a Mitigated Negative Declaration ( "MND ") has been prepared; and WHEREAS, the MND was prepared pursuant to the requirements of CEQA, the State CEQA Guidelines and the Agency's Local CEQA Guidelines; and WHEREAS, the Agency made the MND and MMP available to the public and to all interested agencies for review and comment by: (i) publishing notice of its intent to adopt the MND ( "Notice of Intent to Adopt ") in the Arcadia Weekly, a newspaper of general circulation, on November 11, November 18, November 25, and December 2, 2004; (ii) posting a copy of the Notice of Intent to Adopt on the public notice bulletin board at the Agency's office; and (iii) submitting the Notice of Intent to Adopt to the Clerk of the Board of Supervisors of Los Angeles County, California, on November 4, 2004; and WHEREAS, the Agency considered and responded to any and all comments received from the public and interested agencies regarding the Initial Study, the MND and the MMP; and WHEREAS, the Agency carefully reviewed and considered the Initial Study, the MND, the MMP, all comments received and all other relevant information contained in the administrative record regarding the Agency's consideration of the Agreement and the Expansion Project; and WHEREAS, CRL Section 33430 authorizes the Agency to sell real property it owns or acquires for redevelopment purposes and the Agreement is consistent with the intent and purpose of CRL Section 33430; and WHEREAS, CRL Section 33431 requires the Agency to hold a duly noticed public hearing before any potential sale of real property pursuant to CRL Section 33430, without public bidding; and WHEREAS, on December 7, 2004 the Agency held a duly noticed public hearing to consider the approval of the Agreement; and WHEREAS, pursuant to CRL Section 33433, the Agency has prepared: a summary report ( "Report") setting forth, among other things, the cost of the Agreement to the Agency, and the Report is and has been on file with the Agency, Assistant Secretary at the Agency's office and available to the public for inspection since November 11, 2004, in accordance with CRL Section 33433; and WHEREAS, all other legal prerequisites, to the adoption of this Resolution have occurred. NOW, THEREFORE, THE ARCADIA REDEVELOPMENT AGENCY DOES HEREBY FIND, DETERMINE AND RESOLVE AS FOLLOWS: SECTION L The Agency finds and determines that all of the recitals set forth above are true and correct: SECTION 2. The Agency has reviewed and considered the information contained in the Initial Study, the MND, the MMP, all comments received relating thereto and the administrative record regarding the Agency's consideration of the Agreement. The Agency hereby finds and determines that the MND and Initial Study contain a complete and accurate assessment of the potentially significant adverse environmental impacts associated with the Agreement and the Expansion Project. The Agency further finds and determines that the Initial Study, the MND and the MMP have been completed in compliance with the requirements of CEQA, the State CEQA Guidelines, and the Agency's Local CEQA Guidelines. SECTION 3. Based on the Initial Study, the MND, the MMP and. all written and oral evidence presented to the Agency prior to or at the public hearing at which this Resolution is adopted, the 'Agency hereby finds and determines that all potentially significant adverse environmental impacts of the Agreement and the Expansion Project can be mitigated to a level of insignificance pursuant to the mitigation measures outlined in the MND and the MMP. The Agency further finds and that: (i) there is no substantial'- evidence in the administrative record supporting a fair argument that either the Expansion Project or the Agreement, as mitigated, may result in significant environmental impacts, and (ii) the MND contains a complete, objective and accurate assessment of the potentially significant adverse environmental impacts associated with the Agreement and the Expansion Project and reflects the independent judgment and analysis of the Agency. SECTION 4. The documents and materials that constitute the record of proceedings on which the findings in Sections 2 and 3 of this Resolution are based are located at the Agency office located at the Development Services Department, Arcadia City Hall, 240 West Huntington Drive, Arcadia, California 91007. SECTION 5. The Agency approves and adopts the MND and the MMP relative to the Agreement and the Expansion Project. SECTION 6. The Agency finds that the sale of property pursuant to the terms of the Agreement will assist in the elimination of blight within the Project Area, as set forth in the Report. SECTION 7. The Agency further finds that the sale of property pursuant to the Agreement` is I consistent, with the, Implementation Plan adopted by the Agency regarding the Redevelopment Plan pursuant to Health and Safety Code Section 33490. SECTION 8. The Agency further finds that the consideration to be paid by Paul P. Rusnak to acquire the subject property from the Agency pursuant to the terms of the Agreement is not less than the fair reuse value for the subject property at the use and with the covenants and conditions and development costs authorized by the sale pursuant to the Agreement. SECTION 9. The Agency approves the Agreement in the form submitted to the Agency at the public hearing at which this Resolution is adopted and as on file with the Assistant Secretary of the Agency. SECTION 10. The Agency authorizes and directs the Executive Director of the Agency to: (i) execute and deliver the Agreement, subject to such non - substantive modifications to the Agreement as the Executive Director of the Agency deems necessary and appropriate and (ii) to execute and deliver such other documents and instruments as may be reasonably necessary or convenient to implement or carry out the Agency's obligations under the Agreement. SECTION 11. The Agency authorizes and directs Agency staff to file a Notice of Determination regarding the approval of the Agreement in this Resolution with the Clerk of the Board of Supervisors of Los Angeles County, California, within five (5) days of the date of adoption of this Resolution. SECTION 12. This Resolution shall take effect immediately upon its adoption. Passed, approved and adopted this day of 2004. Chairperson Arcadia Redevelopment Agency ATTEST: Secretary Arcadia Redevelopment Agency APPROVED AS TO FORM Stephen P. Deitsch Agency Counsel Exhibit to Resolution No. ARA -212 Adopting a Mitigated Negative Declaration and Mitigation Monitoring Plan, and approving a Land Assembly and Development Agreement with Paul P. Rusnak and Rusnak/Arcadia. The documents referenced in Resolution No. ARA -212 are available in the Development Services Department, Arcadia City Hall, 240 W. Huntington Drive, Arcadia, California. California Environmental Quality Act ( "CEQA ") documents A. Environmental Information Form dated January 7, 2004 from Rusnak/Arcadia. B. Initial Study (Environmental Checklist Form) prepared by the Arcadia Redevelopment Agency (Peter Kinnahan) dated November 10, 2004. Exhibits to Environmental Checklist: (1) Memo, Ed Cline, Traffic Engineer, dated July 20, 2004. (2) Kimley -Horn and Associates,. Inc., Traffic Impact. Analysis, dated August 3, 2004. (3) Mitigation. Monitoring Program ( "MMP "). C. Negative Declaration, and draft Notice of Determination Land Assembly and Disposition Agreement (" LADA ") dated.--,,,, December 7, 2004 with Paul P. Rusnak; Trustee,' and Rusnak/Arcadia The documents above are also attached to the December 7, 2004 Staff Report to the City Council /Redevelopment Agency on the proposed Morlan Place Automobile Dealership Expansion Project (Rusnak). RESOLUTION NO. 6452 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ARCADIA MAKING CERTAIN FINDINGS PURSUANT TO CALIFORNIA HEALTH AND SAFETY CODE SECTION 33433 IN CONNECTION WITH AND APPROVING THE SALE OF PROPERTY PURSUANT TO A LAND ASSEMBLY AND DEVELOPMENT AGREEMENT AMONG THE ARCADIA REDEVELOPMENT AGENCY, PAUL P. RUSNAK AND RUSNAK/ARCADIA WHEREAS, the City Council of the City of Arcadia ( "City ") approved and adopted a redevelopment plan ( "Redevelopment Plan") for the redevelopment project area known as the "Central Redevelopment Project" ( "Project Area "), on December 26, 1973, by Ordinance Number 1490, as last amended on October 7, 2003, by Ordinance Number 2181; and WHEREAS, the Arcadia Redevelopment Agency ( "Agency ") is engaged in activities to execute and implement the Redevelopment Plan for the Project Area pursuant to the provisions of California Community Redevelopment Law (Health and Safety Code Section 33000 et seq.) ( " CRL "); and WHEREAS, Paul P. Rusnak, as trustee of the Paul P. Rusnak Family Trust, dated November 18, 1988 ( "Owner "), and Rusnak/Arcadia, a California corporation ( "Operator "), own and operate a new and used automobile dealership and automobile service center located at 55 West Huntington Drive in the Project Area ( "Dealership "); and WHEREAS, the Owner and the Operator desire to acquire and develop five (5) parcels. of property located within the Project Area in proximity to the existing Dealership ( "Expansion Site ") in order to expand the existing Dealership facilities and services ( "Expansion Project "); and WHEREAS, the Agency, the Owner and the Operator have negotiated the terms of a proposed 2004 Land Assembly and Development Agreement ( "Agreement ") that provides, among other things: (i) that the Agency will use its reasonable best efforts to acquire the Expansion Site and convey the Expansion Site to the Owner, and (ii) that the Owner will acquire the Expansion Site from the Agency and develop the Expansion Project on the Expansion Site pursuant to the terms and conditions of the Agreement; and WHEREAS, the Agency has presented the Agreement to the City Council for consideration pursuant to Health and Safety Code Section 33433; and WHEREAS, a copy of the Agreement is and has been on file with the Agency Assistant Secretary, at the Agency's office, and available to the public for inspection since November 11, 2004; and ATTACHMENT 6 WHEREAS, Health and Safety Code; Section 33433, requires that the City Council first approve, any sale of property by the Agency, where the property was or is to be acquired, directly or indirectly, with tax increment monies; and WHEREAS, pursuant to CRL,Sectiom 33433, Agency has :prepared a summary report ( "Report") summarizing, among other things, the cost of.the Agreement to Agency, the estimated value of the interest to be, conveyed, and an explanation =,of how, the acquisition and conveyance of the Expansion Site will assist in the elimination of blight: within the Project Area and including a copy of the Agreement; and WHEREAS, the Report is and has been on file, with •the Agency Assistant Secretary at the Agency's office and available to the public for inspection since November 11, 2004, in accordance with CRL Section 33433; and WHEREAS, pursuant,to:CRL.Seetion 33433;� the -City Council held a duly noticed joint public hearing with the Agency, on December 7; 2004, to consider the proposed Agreement; WHEREAS, all other legal prerequisites to, the 'adoption of this Resolution have occurred. NOW, THEREFORE, BE IT RESOLVED by the City Council, of the City of Arcadia, as follows: SECTION 1. The City. Council finds that the recitals set forth above are true and correct. SECTION 2. Prior to the public hearing following which this Resolution was adopted, the City Council received and reviewed the Initial Study, the Mitigated Negative Declaration ( "MND ") and Mitigation Monitoring Program ( "MMP ") prepared by the Agency regarding the Agreement and Expansion Project contemplated under the Agreement. SECTION 3. The City Council finds and determines that the Initial Study, MND. and MMP were all prepared pursuant�to the requirements of CEQA, the State CEQA Guidelines and the Agency's Local CEQA Guidelines. SECTION 4. The City further finds and determines that it is a "responsible agency" under CEQA, pursuant to Public Resources Code Section 21069 and Title 14 California Code of Regulations Section 15381. .. SECTION 5. The City further finds and determines that there are no significant environmental effects or any differences in the severity of environmental effects associated with the Agreement or the Expansion Project contemplated under the Agreement from those assessed in the MND that would require additional environmental review, pursuant to California Public Resources Code Section 21060 or Title 14 California Code of Regulations Sections 15162 or 15163. SECTION 6. In accordance with Public Resources Code Section 21069 and Title 14 California Code of Regulations Section 15381, the City independently reviewed the Initial Study, MND and N". prapared'by the .Agency: The City-hereby-find's that the Initial Study and MND adequately describe the Expansion Project contempIated under the Agreement and assess all of the potential significant environmental effects or impacts ofthe Expansion Project. SEC 7. The "City Council authorizes and%ldirects the City Clerk to file a Notice of Detern in ati6n. regarding the: approval of the Agreement in this Resolutiori the Clerk of the Board of Siipervis6tsdft, County, California, within five (5-),days of the date -of adoption of thi&Regdlufion. SECTION 8. The City Council finds and determines that the Agreement will assik-ih th6 elirninition of one or more blighting conditions within the Project Area, as set forth in the Report. SECTION 9. The City Council finds and determines that the Agreement is consistent With the implementation plan adopted for the,Redevelopment Plan pursuant to CRL Section 33490. I SECTION 10. The City Council finds and determines that the consideration to be paid by P au I P. "A sh ', the Agency for thd= putdluis 6,df the subject property pursuant to. the terms of the Agreement is not less than the fair reuse value of the subject property at the use and with the covenants and conditions and development costs authorized by the sale pursuant to the terms of the Agreement. SECTION 11. The City Council approves the Agreement and the Agency's entry into theAgf6erndfit. ATTEST: City Clerk City of Arcadia APPROVED AS T&FORM' Stephen P. Deitsch City Attorney Exhibit to Arcadia City Council Resolution No. 6452 making certain findings and approving a Land Assembly and Development Agreement with Paul P. Rusnak, Trustee, and Rusnak/Arcadia A copy of the referenced in City Council Resolution No. 6452: the Land Assembly and Development Agreement ( "LADA "), Disposition Report per Health and Safety Code Section 33433, Initial Study (Environmental Checklist), Mitigation Monitoring Plan( "MMP "), Mitigated Negative Declaration ( "MND "), are available in the Development'Services Department, City Hall, 240 W. Huntington Drive, Arcadia, California. They are also attached to the December 7, 2004 Staff Report to the City Council/ Redevelopment Agency on the proposed Morlan Place Automobile Dealership Expansion Project (Rusnak). RESOLUTION NO. ARA -212 A RESOLUTION OF THE ARCADIA REDEVELOPMENT AGENCY (i) ADOPTING A MITIGATED NEGATIVE DECLARATION AND A MITIGATION MONITORING PROGRAM FOR A LAND ASSEMBLY AND DEVELOPMENT AGREEMENT WITH PAUL P. RUSNAK AND RUSNAK/ARCADIA, AND (ii) APPROVING A LAND ASSEMBLY AND DEVELOPMENT AGREEMENT WITH PAUL P. RUSNAK.AND RUSNAK/ARCADIA WHEREAS, the City Council of the City of Arcadia ( "City") approved and adopted a redevelopment plan ( "Redevelopment Plan ") for the redevelopment project area known as the "Central Redevelopment Project" ("Project Area "), on December 26, 1973, by Ordinance Number 1490, as last amended on October 7, 2003, by Ordinance Number 2181; and WHEREAS, the Arcadia Redevelopment Agency ( "Agency") is engaged in activities to implement the Redevelopment Plan for the Project Area, pursuant to the provisions of California Community. Redevelopment Law (Health and Safety Code Section 33000 et seq.) ( " CRLU ); and WHEREAS, Paul P. Rusnak, as trustee of the Paul P. Rusnak Family Trust dated November 18, 1988 ( "Owner "), and Rusnak/Arcadia, a California corporation ( "Operator "), own and operate a new and used automobile dealership and automobile service center located at 55 West Huntington Drive in the Project Area ( "Dealership "); and WHEREAS, the Owner and the Operator desire to acquire and develop five (5) parcels of property located within the Project Area in proximity to the existing Dealership ( "Expansion Site ") in order to expand the existing Dealership facilities and services '( "Expansion Project "); and WHEREAS, the Agency has determined that the redevelopment of the Expansion Project on the Expansion Site will assist the community in eliminating and preventing conditions of blight on the Expansion Site and prevent the spread of conditions of blight into other areas of the community, including areas within the Project Area; and WHEREAS, Agency staff, the Owner and the Operator have negotiated the terms of a proposed 2004 Land Assembly and Development Agreement ("Agreement ") that provides, among other things: (i) that the Agency will use its reasonable best efforts to acquire the Expansion Site and convey the Expansion Site to the Owner, and (ii) that the Owner will acquire the Expansion Site from the Agency and develop the Expansion Project on the Expansion Site, pursuant to the terms and conditions of the Agreement; and WHEREAS, a copy of the Agreement is and has been on file with the Agency Assistant Secretary, at the Agency's office, at the Arcadia Public Library, and available to the public for inspection since November 11, 2604; and 1 Attachment 5 WHEREAS, Environmental Quality Act ( "CEQA ") and the Agency has prepared an initial study ( "Initial Study") to assess potential environmental impacts of the development of the Expansion Project; and WHEREAS,. the Initial Study indicates that all "potentially significant adverse environmental impacts ,that may result from implementation of the Expansion Project can be mitigated to a level of insignificance, pursuant to a Mitigation Monitoring Program ( "MMP "), and a Mitigated Negative Declaration ( "MND ") has been prepared; and WHEREAS, the MND was prepared pursuant to the requirements of CEQA, the State CEQA Guidelines and the Agency's Local CEQA Guidelines; and , WHEREAS, the Agency made the MND and MMP available to the public and to all interested agencies for review and comment by: (i) publishing notice of its intent to adopt the MND ( "Notice of Intent to Adopt ") in the Arcadia Weekly, a newspaper of general circulation, on November 11, November 18, November 25, and December 2, 2004; (ii) posting a copy of the Notice of Intent to Adopt on the public notice bulletin board at the Agency's office; and (iii) submitting the Notice of Intent to Adopt to the Clerk of the Board" of Supervisors of Los Angeles County, California, on November 4, 2004; and WHEREAS, the Agency considered and responded to any and all comments received from the public and interested agencies regarding the Initial Study, the MND and the MMP; and WHEREAS, the Agency carefully reviewed and considered the Initial Study, the MND, the MMP, all comments received and all other relevant information contained in the administrative record regarding the Agency's consideration of the Agreement and the Expansion Project; and WHEREAS, CRL Section 33430 authorizes the Agency to sell real" property it owns or acquires for redevelopment purposes and the Agreement is consistent with the intent and purpose of CRL Section 33430; and WHEREAS, CRL Section 33431 requires the Agency to hold a duly noticed public hearing before any potential sale of real property pursuant to CRL Section 33430, without public bidding; and WHEREAS, on December 7, 2004 the Agency held a duly noticed public hearing to consider the approval of the Agreement; and WHEREAS, pursuant to CRL Section 33433, the Agency has prepared a summary report ( "Report") setting forth, among other things, the cost of the Agreement to the Agency, and the Report is and has been on file with the Agency Assistant Secretary at the Agency's office and available to the public for inspection since November 11, 2004, in accordance with CRL Section 33433; and 2 WHEREAS, all other legal prerequisites to the adoption of this Resolution have occurred. NOW, THEREFORE, THE ARCADIA REDEVELOPMENT AGENCY OF THE CITY OF ARCADIA, CALIFORNIA, DOES HEREBY FIND, DETERMINE AND RESOLVE AS FOLLOWS: SECTION 1. The Agency finds and. determines that all of the recitals set forth above are true and correct. SECTION 2. The Agency has reviewed and considered the information contained in the Initial Study, the MND, the MMP, all comments received relating thereto and the administrative record regarding the Agency's consideration of the Agreement. The Agency hereby finds and determines that the MND and Initial Study contain a complete and accurate assessment of the potentially significant adverse environmental 'impacts associated with the Agreement and the Expansion Project. The Agency further finds and determines that the Initial Study, the MND and the MMP have been completed in compliance with the requirements of CEQA, the State CEQA Guidelines, and the Agency's Local CEQA Guidelines. SECTION 3. Based on the Initial Study, the MND, the MMP and all written and oral evidence presented to the Agency prior to or at the public hearing at which this Resolution is adopted, the Agency hereby finds and determines that all potentially significant adverse environmental impacts of the Agreement and the Expansion Project can be mitigated to a level of insignificance pursuant to the mitigation measures outlined in the MND and the MMP. The Agency further finds and determines that: (i) there is no substantial evidence in the administrative record supporting a fair argument that either the Expansion Project or the Agreement, as mitigated, may result in significant • environmental impacts, and (ii) the MND contains a complete, objective and accurate assessment of the potentially significant adverse environmental impacts associated with the Agreement and the Expansion Project and reflects the independent judgment and analysis of the Agency. SECTION 4. The documents and materials that constitute the record of proceedings on which the findings in Sections 2 and 3 of this Resolution are based are located at the Agency office located at the Development Services Department, Arcadia City Hall, 240 West Huntington Drive, Arcadia, California 91007. SECTION 5. The Agency approves and adopts the MND and the MMP relative to the Agreement and the Expansion Project. SECTION 6. The Agency finds that the sale ofproperty pursuant to, the terms of the Agreement will assist in the elimination of blight within the Project. Area, asset forth in the Report. SECTION 7. The Agency further finds that the sale of property pursuant to the Agreement is consistent with the Implementation Plan adopted, by the Agency regarding the Redevelopment Plan pursuant to Health and Safety Code Section 33490. 3 SECTION 8. The Agency further finds that the consideration to be paid by Paul P. Rusnak to acquire the subject property from the Agency pursuant to the terms of the Agreement is not less than the fair reuse value for the subject property at the use and with the covenants and conditions and development costs authorized by the sale pursuant to the Agreement. SECTION 9. The Agency approves the Agreement in the form submitted to the Agency at the public hearing at which this Resolution is adopted and, as on file with the Assistant Secretary of the Agency. SECTION 10. The Agency authorizes and directs the Executive Director of the Agency to: (i) execute and deliver the Agreement, subject to such non- substantive modifications, to the Agreement as the Executive Director of the Agency deems necessary and appropriate and (ii) to execute and deliver such other documents and instruments as may be reasonably necessary or convenient to implement or carry out the Agency's obligations under the Agreement. SECTION 11. The Agency authorizes and directs Agency staff to file a Notice of Determination regarding the approval of the Agreement in this Resolution with the Clerk of the Board of Supervisors of Los Angeles County, California, within five (5) days of the date of adoption of this Resolution. SECTION 12. This Resolution shall take effect immediately upon its adoption. Passed, approved and adopted this day of 2004. Chairperson Arcadia Redevelopment Agency ATTEST: Secretary Arcadia Redevelopment Agency APPROVED AS TO FORM Stephen P. Deitsch Agency Counsel El RESOLUTION NO. 6452 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ARCADIA, CALIFORNIA, MAKING CERTAIN FINDINGS PURSUANT TO CALIFORNIA HEALTH AND SAFETY CODE SECTION 33433 IN CONNECTION WITH AND APPROVING THE SALE OF PROPERTY PURSUANT TO A LAND ASSEMBLY AND DEVELOPMENT AGREEMENT AMONG THE ARCADIA REDEVELOPMENT AGENCY, PAUL P. RUSNAK AND RUSNAKIARCADIA WHEREAS, the City Council of the City of Arcadia ( "City") approved and adopted a redevelopment plan ( "Redevelopment Plan") for the redevelopment project area known as the "Central Redevelopment Project" ( "Project Area "), on December 26, 1973, by Ordinance Number 1490, as last amended on October 7, 2003, by Ordinance Number 2181; and WHEREAS, the Arcadia Redevelopment Agency ( "Agency ") is engaged in activities to execute and implement the Redevelopment Plan for the Project Area pursuant to the provisions of California Community Redevelopment Law (Health and Safety Code Section 33000 et seq.) ( "CRL "); and WHEREAS, Paul P. Rusnak, as trustee of the Paul P. Rusnak Family Trust, dated November 18, 1988 ( "Owner "), and Rusnak/Arcadia, a California corporation ( "Operator "), own and operate a new and used automobile dealership and automobile service center located at 55 West Huntington Drive in the Project Area ( "Dealership "); and WHEREAS, the Owner and the Operator desire to acquire and develop five (5) parcels of property located within the Project Area in proximity to the existing Dealership ( "Expansion Site ") in order to expand the existing Dealership facilities and services ( "Expansion Project "); and WHEREAS, the Agency, the Owner and the Operator have negotiated the terms of a proposed 2004 Land Assembly and Development Agreement ( "Agreement ") that provides, among other things: (i) that the Agency will use its reasonable best efforts to acquire the Expansion Site and convey the Expansion Site to the Owner, and (ii) that the Owner will acquire the Expansion Site from the Agency and develop the Expansion Project on the Expansion Site pursuant to the terms and conditions of the Agreement; and WHEREAS, the Agency has presented the Agreement to the City Council for consideration pursuant to Health and Safety Code Section 33433; and WHEREAS, a copy of the Agreement is and has been on file with the Agency Assistant Secretary, at the Agency s office, and available to the public for inspection since November 11, 2004; and Attachment 6 WHEREAS, Health and Safety Code Section 33433 requires that the City Council first approve any sale of property by the Agency, where the property was or is to be acquired, directly or indirectly, with tax increment monies; and WHEREAS, pursuant to CRL Section 33433, Agency has prepared a summary report ( "Report") summarizing, among other things, the cost of the Agreement to Agency, the estimated value of the interest to be conveyed, and an explanation of how the acquisition and conveyance of the Expansion Site will assist in the elimination. of blight within the" Project Area and including a copy of the Agreement; and WHEREAS, the Report is and has been on file with the Agency Assistant Secretary at the Agency's office and available to the public for inspection since November 11, 2004, in accordance with CRL Section 33433; and WHEREAS, pursuant to CRL Section 33433, the City Council held a duly noticed joint public hearing with the Agency, on December 7,2004, to consider the proposed Agreement; and WHEREAS, all other legal prerequisites to the adoption of this Resolution have occurred. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY, OF ARCADIA, CALIFORNIA, DOES HEREBY FIND, DETERMINE AND RESOLVE AS FOLLOWS: SECTION 1. The City Council finds that the recitals set forth above are true and correct. SECTION 2. Prior to the public hearing following which this Resolution was adopted, the City Council received and reviewed the Initial Study, the Mitigated Negative Declaration ( "MND ") and Mitigation Monitoring Program ( "MMP ") prepared by the Agency regarding the Agreement and Expansion Project contemplated under the Agreement. SECTION 3. The City Council .finds. and determines that the Initial Study, MND and MMP were all prepared pursuant to the requirements of CEQA, the State CEQA Guidelines and the Agency's Local CEQA Guidelines. SECTION 4. The City further finds and determines that it is a "responsible agency" under. CEQA, pursuant to Public Resources Code Section 21069 and Title 14 California Code of Regulations Section 15381. - SECTION 5." The City further finds and determines that there are no significant environmental effects or any differences in the severity of environmental effects associated with the Agreement or the Expansion Project contemplated under the Agreement from those assessed in the MND that would require additional environmental review, pursuant to California Public Resources Code Section 21060 or Title 14 California Code of Regulations Sections 15162 or 15163. SECTION 6. In accordance with Public Resources Code Section 21069 and Title 14 California Code of Regulations Section 15381, the City independently reviewed the Initial Study, MND and MMP prepared by the Agency. The City hereby finds that the Initial Study and MND adequately describe the Expansion Project contemplated under the Agreement and assess all of the potential significant environmental effects or impacts of the Expansion Project. SECTION 7. The City Council authorizes and directs the City Clerk to file a Notice of Determination regarding the approval of the Agreement in this Resolution with the Clerk of the Board of Supervisors of Los Angeles, County, California, within five (5) days of the date of adoption of this Resolution. SECTION 8. The City Council finds and determines that the Agreement will assist in the elimination of one or more blighting conditions within the Project Area, as set forth in the Report. SECTION 9. The City Council finds and determines that the Agreement is consistent with the implementation plan adopted for the Redevelopment Plan pursuant to CRL Section 33490. SECTION 10. The City Council finds and determines that the consideration to be paid by Paul P. Rusnak to the Agency for the purchase of the subject property pursuant to the terms of the Agreement is not less than the fair reuse value of the subject property at the use and with the covenants and conditions and development costs authorized by the sale pursuant to the terms of . the Agreement. SECTION 11. The City Council approves the Agreement and the Agency's entry into the Agreement. SECTION 12. This Resolution shall take effect immediately upon its adoption. Passed, approved and adopted this day of 1 2004. Mayor of the City of Arcadia ATTEST: City Clerk APPROVED AS TO FORM Stephen P. Deitsch City Attorney 7