HomeMy WebLinkAbout2004-06-23 - Grant REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH. RECORDING REQUESTE Tom Daly, Clerk-Foder
FIRSTAMERICAN TITI E COMPl�1f
NATIONALXOMMERCIAL SERVICES NO FEE.
COMM6RCIALANDUBTRIAL DIVISION
2004000580585 11:33am 06/25/04
113 73 G02 14
OFFICIAL BUSINESS' 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Document entitled to free
recording per Government Code
Sections 6103 and 27383 wwu
RECORDING REQUESTED BY S9
-AND WHEN RECORDED MAIL TO:
Matthew C. Fragner, Esq.
Fragner & Pace,Law Corporation,
1100 Glendon Ave., Suite 1400
Los Angeles, CA 90024
MAIL TAX STATEMENTS TO:
CIM/HUNTINGTON, LLC
6922 Hollywood Blvd.
Suite 900
Hollywood CA 90028
or39 M PC# _f7* -(2//n - TtfC STR�W�
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GRANT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, the.
REDEVELOPMENT'AGENCY OF THE CITY OF HUNTINGTON BEACH, herein called
"Grantor;" hereby grants to CIMMUNTINGTON, LLC, a California,limited liability company,.,
"Grantee," the real property described in the legal description attached hereto as Exhibit A and
incorporated herein by this references and shown on the Property Map attached hereto as Exhibit
B. and incorporated herein by this reference (the "Property"),in accordance with and subject to
th liens;encumbrances, covenants,conditions and restrictions set forth in this Grant Deed.
The Property is subject to the,Redevelopment Plan for the-Main-Pier Redevelopment —
Project,which was approved and adopted by Ordinance No. 2578 of the City Council of the City
of Huntington Beach, amended by Ordinance No. 2634, and merged with certain other ,
redevelopment projects in the City by the adoption of'Ordinance No. 3343,on December .16,
1996 .to form the Huntington Beach Redevelopment Project-(the "Merged Redevelopment-
."Project").
This Grant Deed is .made pursuant to that certain Disposition and Development
Agreement by and between Grantor and Grantee dated June 17, 1999, which'Disposition:and
Development Agreement was supplemented by that certain [First] Implementation Agreement
entered into between the Agency and CIM Group, LLC dated.April 6, 2000; that certain Second
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Implementation Agreement entered into between the Agency and CIM Group, LLC dated March
.5, 2001, that certain Third Implementation Agreement entered into between the Agency and
CIM/Huntington; 'LLC dated October 30, 2002, and that certain Fourth Implementation
Agreement entered into between the Agency and'CIM/Huntington, LLC dated as of September
15, 2003 (collectively, the "DDA"), which is a public record on file at the offices of Grantor.
The. Property,is a portion of the real property referred to in the DDA as the "Site." Upon.
conveyance of the Property pursuant to this Grant Deed there shall be no merger of the DDA,
provided, however, that the DDA shall.have no further force or effect upon recordation of the
Release of Construction Covenants described in Paragraph 8 below.
All capitalized terms in this Grant Deed shall have the meanings ascribed to them in the
•.DDA unless indicated to the contrary herein.
Grantor and Grantee agree as follow§:
L Grantee hereby covenants and agrees on behalf of itself and any successors and
assigns in the Property or -any, portion thereof or any improvements thereon or any interest
therein that Grantee,,such,successors and assigns shall comply with and be bound by all of the
requirements of those certain Construction Covenants and Surviving Covenants set forth in.that
certain Agreement Containing Covenants Affecting Real. Property. entered into of even date
herewith by.and between Grantor. and Grantee with respect to the Property and recorded
concurrently with the recordation of this Grant Deed_ All such Construction Covenants and
,._Surviving Covenants are hereby incorporated- herein by this reference as if. fully set forth at
length herein, subject to any termination or expiration provisions set forth in such Agreement or
subsequent modification of such Agreement by Grantor and Grantee.
2. Grantee covenants and agrees for itself, its successors, its assigns and:every
successor in interest to the Property or any part thereof,-there shall be-no discrimination against'
or segregation of any person, or group of persons, on account of sex, marital status; race, color,
creed, _religion, age, national origin or ancestry in the sale, lease; sublease, transfer, use,
occupancy, tenure or enjoyment of the Property nor shall Grantee 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, sublessee, or vendees of the Property.
.3. Grantee shall refrain from'restricting the rental, sale or lease of the Property on
the basis of sex,-marital status, race, color, creed, religion, age, ancestry or national origin of any
person. All deeds, leases or contracts shall contain or be subject to substantially the following
nondiscrimination or nonsegregation clauses:
a. 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 sex, marital status,race,
color, creed, religion, age, national origin or ancestry in the sale, lease,.sublease, transfer, use,
occupancy, tenure or enjoyment of the,land herein conveyed, nor shall the grantee itself or any
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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 land,herein conveyed. The foregoing
covenants shall run with the land."
`b.. 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,sex, marital status, race, color, creed, religion, age, national origin or,ancestry in the
leasing, subleasing,.renting,transferring, use, occupancy, tenure or enjoyment of the land herein
leased,nor,shall lessee itself, or any person claiming under or through it, establish or permit 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 land herein
leased.,;
c. , In contracts: "There shall be no discrimination against or segregation of
-any person or group of persons on account of sex, marital status, race, color,"religion, age, creed,
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, sublessee, or '
vendees of the land.".
4. 'The following provisions of this Grant Deed shall expire and be of no further
force or effect upon recordation of the Release of Construction Covenants -described in"
Paragraph 8 below:
(a)' After conveyance of the Property to Grantee, Grantor shall have the right,
at its option, to reenter and take possession of the Property (or portion thereof) with all
improvements thereon, and revest in the Grantor the estate theretofore conveyed to Grantee, if
after conveyance of title and prior to the recordation of.the Release of Construction Covenants to
be issued by Grantor with respect to the Property, Grantee .or :its successors or assigns, in
violation of the DDA or this Grant Deed:
i. Subject_to the provisions of Section 604 of the DDA, fails,to
proceed with,the construction of the improvements on the Property as required by-the DDA for a-
period of ninety(90) days after written notice thereof from Grantor;
ii.' Subject to the provisions of Section 604 of.the DDA, abandons or
substantially,suspends:construction of the improvements on the'Property for a period of ninety
(90)'days after written notice thereof from Grantor;
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iii. Assigns or purport to assign the DDA (or any rights therein), or
sells,,Transfers, conveys, assigns or leases the whole or any part of the Property, or any of the
improvements to be constructed thereon, in violation of the DDA or this Grant Deed..
(b) Such right to reenter and repossess shall be subject to and limited by and shall not
defeat,render invalid or limit:
i. - Any bona fide mortgage; deed of trust or other security instrument
of sale. and leaseback or other conveyance for financing, provided that such mortgage, deed of
trust;or other security instrument i`s permitted by the DDA;
ii. Any rights or interest provided in the DDA for the protection of the
holder of such bona fide, permitted mortgages; deeds of trust or other security.instruments, the
lessor under such sale and leaseback, of the grantee under such other conveyance for financing;
(c) Upon,the revesting in Grantor of title'to the Property (or any portion thereof) as
provided in this P.aragraph,4, Grantor shall, pursuant to its:responsibilities under the California.
Community Redevelopment Law (Health and` Safety Code Sections` 33000 et seq.), 'use its
reasonable best efforts'.to resell the Property(or any,such portion thereof) as soon as possible and
in such manner as Grantor shall find feasible and consistent with the objectives-of_the law and of
-' the Redevelopment Plan, to a qualified and responsible,party or parties (as determined by..,
Grantor), who, will assume the obligation of making or completing the improvements, or such
other improvements in their..°stead, as shall be reasonably satisfactory to-,Grantor and in
accordance 'with the uses specified for the Property (or such portion thereof) in the
Redevelopment.Plan. Upon such resale of the Property (or any portion thereof), the proceeds
thereof shall be applied as.follows:
i. First, to reimburse Grantor on its own behalf and/or on behalf of
the City of Huntington,Beach, for all costs and expenses of.Grantor incident to'such sale and/or
conveyance; for all costs and expenses incurred by Grantor (less any net income derived by
Grantor therefrom in connection with such management); all taxes, assessments and water and
sewer charges.with respect thereto; any payments made, or necessary to be made, to discharge'or
prevent `from attaching.or being made any subsequent encumbrances or liens due to obligations,
defaults or acts of Grantee, its successors or transferees; any expenditures made or obligations
incurred with respect to the making or completion of the improvements or any part thereof on the
Property (or any such portion thereof); and any amounts otherwise owing to Grantor by Grantee
or its successors or transferees; and
ii. Second, to reimburse Grantee, its successors or transferees up to
the amount equal to'the sum of (A) the purchase price (or allocated portion thereof)-paid,to
Grantor by Grantee for"the Property or any such portion thereof; and (B) costs incurred for the
development of the Property,.or any such portion thereof, and for the improvements existing
thereon and the time of reentry and repossession; less (C) gains or income withdrawn or made by
_ Grantee,its successors or assigns therefrom or from the improvements thereon.
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iii. Any balance remaining after such reimbursements shall be retained
by Grantor as its property-
(d) The rights established in this Paragraph 4 are to be interpreted in light of the fact
that the purpose of the DDA is the redevelopment of the Property and not land speculation.
5. '(a) All obligations of"Grantee".under this Grant Deed(and all of the terms,
covenants and conditions of this Grant.Deed),shall be binding upon-Grantee, its successors and
assigns and every successor .in interest of the Property or any portion thereof or any interest
therein-(but only with respect to such portion or interest), for the benefit and in favor of the.
Grantor,its successors and assigns, and the City of Huntington Beach:
(b) All rights of"Grantee"under this Grant Deed shall inure to the benefit of
Grantee and its permitted successors and assigns.
6. This Grani'Deed shall not merge with or into any other agreement between
Grantor and Grantee.
7. Breach of any of the covenants, conditions, restrictions, or reservations contained
in this Grant Deed shall not defeat or render invalid the lien of any mortgage or deed of trust
made in good faith and for value,as to the Property, whether or not said mortgage or deed of trust
is subordinated to.this Grant Deed,.but unless otherwise herein"provided, the terms, conditions,
covenants, restrictions and reservations of this Grant Deed shall be binding and effective against
the holder of such,mortgage.or deed of trust and any owner of the Property; or any part thereof,,
whose title thereto is acquired by foreclosure,trustee's sale, or otherwise.
8. The Construction Covenants referred to in.Paragraph 1 shall remain'in effect
until the Release of Construction Covenants to be issued by Grantor with respect to the Property
pursuant to the DDA is'recorded in the Official Records 'of Orange County. The covenants`
against discrimination contained in Paragraphs 2 and 3 shall remain in effect in perpetuity. The
Surviving Covenants shall remain,in effect for a period of thirty (30) years after the date this
Grant Deed is executed by the`Grantor unless earlier discharged or expired in accordance with
the,"express-terms thereof
9. Upon written request,Grantor shall execute, acknowledge and deliver an estoppel
certificate upon which-Grantee and any Transferee or'mortgagee of all or a portion.of Grantee's .
interest in the Property can rely, stating whether Grantor has knowledge of any default by
Grantee or any successor or assign under the terms of this Grant Deed.
'[signatures on following pages]
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IN WITNESS.WHEREOF, the Grantor and Grantee have caused this instrument to be
executed on their behalf by their respective officers thereunto duly authorized, as of the 23rd day
of June, 2004.
REDEVELOPMENT AGENCY OF THE
CITY OF HUNTINGTON BEACH.(Grantor)
xecutive erector
ATTEST: ;
Agency Clerk �.- .oL/ L:
REVIEWED AND
APPROVED:
A44d
Bavid
Deputy Executive Director
APPROVED AS TO FORM'
A ency General Counsel
APPROVED AS TO FORM:
Kan 11mer :gan
Ag y Special Co
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GRANTEE hereby accepts and approves each of, the conditions, covenants and
restrictions set forth in this Grant Deed.
CINUHUNTINGTON,LLC, a California limited liability'company
By: CIM :URBAN REAL ESTATE FUND, L.P. (the •"Fund"), a Delaware limited .
partnership, its manager
By: CIM URBAN FUND GP, LLC, a California limited liability company, its
general partner..
By: CIM' GROUP, LLC, a California limited liability company, its
manager
By: ORCHARD CAPITAL . CORPORATION, a California
corporation, its manager
By: Richard S. Ressler, its President
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STATE OF CALIFORNIA )
)ss.
COUNTY OF LD4
On I j0n-e 2�/�-�1a , before me R gel L UIr .e 0e(,1-C NaYar pub/rc,
personally appeared s- 2(S , personally known
to me ( ) to be the person(}whose
name(ej is/afe subscribed to the within instrument and acknowledged to me that -
he/she4hcy executed the same in his/her authorized capacity(ies), and that by
his/lhcir signature(- on the instrument the person(s), or the entity upon behalf of
which the person(&}-acted, executed the instrument.
ZZSSmyhand and official seal.
ignat e
Rflrff U)M BECK
16Commbdon 0 14702"
sibialy h�bilc�CaMwnia _
Lot Aran COW*
'MV COMM.Eq*06 Feb K 2006
STATE OF CALIFORNIA )
)ss.
COUNTY OF � 1 )
U 1
On a2`f,�DO`i� , before me,
personally appeared P�&�6- �.1.1.�� - `; personally known j
to me e) to be the person whose
name is/.ffe subscribed to the within instrument and acknowledged to me that
he/she/ executed the same in 44s/her*mir authorized ca acit grey p yes), and that by
iis/her/their signature(A on the instrument the person(A or the entity upon,behalf of
which the persono acted, executed the instrument.
WITNESS y hand and official seal.
KA7r.LE;tJ NELSON
CommLs&on# 1268758
-: Notary Pause-Coitfamip
Signat a Grave Counter
My Cao►rrn 6q�s�dun 2i,,�7t
I
GOVERNMENT CODE 27361.7
I CERTIFY UNDER THE PENALTY OF PERJURY THAT THE NOTARY SEAL ON THE
DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED READS AS FOLLOWS:
NAME OF NOTARY: RENEE LOUISE BECK
COMMISSION NUMBER: 1470268
DATE COMMISSION EXPIRES: FEB 14,2008
COUNTY WHERE BOND IS FILED: LOS ANGELES
VENDOR NUMBER: NNA1
PLACE OF EXECUTION: ORANGE COUNTY,CALIFORNIA
DATE: June 25,2004 SIGNED:
�kCKCTTHOMAS, III
FIRST AMERICAN TITLE INSURANCE CO.
I CERTIFY UNDER THE PENALTY OF PERJURY THAT THE NOTARY SEAL ON THE
DOCUMENT TO WHICH THIS STATEMENT IS ATTACHED READS AS FOLLOWS:
NAME OF NOTARY: KATHLEEN NELSON
COMMISSION NUMBER: 1268758
DATE COMMISSION EXPIRES: JUN 25,2004
COUNTY WHERE BOND IS FILED: ORANGE
VENDOR NUMBER: NNA1
PLACE OF EXECUTION: ORANGE COUNTY
DATE: June 25, 2004 SIGNED:
M K T OMA , IIT
FIRST AMERICAN TITLE INSURANCE CO.
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EXHIBIT'A
LEGAL DESCRIPTION OF PROPERTY.
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LEGAL DESCRIPTION
Real property in the City of Huntington Beach, County of Orange, State of California,
described as follows:
Parcel A:
Lots 9, 10, 12, 14, 16, 18, 20, 22, 24, 26, and 28 in Block 104 of Huntington Beach as
shown on a Map recorded in Book 3, Page 36 of Miscellaneous Maps, records of Orange
County, California.
Excepting therefrom the Southeasterly 2 and 5/8111 inches of said Lot 9.
Also excepting therefrom all that portion of said land lying below a depth of 500 feet
measured vertically from'the present surface of the ground.
Parcel B:
Lots 1, 2, 3, 6 through 21 inclusive, 23, 25 and 27 in Block 105 of Huntington Beach as,
shown on a Map recorded in Book 3, Page 36 of Miscellaneous Maps,records of Orange
County, California.
Also excepting therefrom all that portion of said land lying below a depth of 500 feet
measured vertically from the present surface of the ground.
APN: 024-152-02 and 024-152-03 and 024-152-04 and 024-152-05 and 024-152-11 and
024-152-12 and 024-152-13 and 024-152-14 and 024-153-01 and 024-153-02 and 024-
153-03 and 024-153-10 and 024-153-16
KAcg\HB\CIM\Closing\Legal Description Parcel A-B
EXHIBIT B
MAP OF PROPERTY
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WALNUT
07
28 7-. - — _ R_ _ —_ _.28 an 27
2625-- - IE D 26 5
26
24 J 24. lV 21 $
21 m�s•
2 19 2 F"` 1g 18 no.
17 � 1 17 7 tt7.47. R
16 9
i 44.50' `
25 7e,� 14 1 . 1J P.M. 275-1
• 2 g �� . 11 ter./ ...______
20
12 n7s 11
s
101 9) B 1 7 6 51 4) J I 2 I 1 5 4
106 I I 1 G�5 ea z=,I zs� 61
L 1104. 23I
�LJ i C28 I 27 11 I 1 I I
BEAOH
PACIFIC CAST s
P.M. 8-2i
P.M. 8-3P
s! �
PARCEL A:
LOTS 9, 10, 12, 14, 16, 18, 20, 22, 24, 26, AND 28 IN BLOCK 104 OF HUNTINGTON
BEACH AS SHOWN ON A MAP RECORDED IN BOOK 3, PAGE 36 OF
MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA.
EXCEPTING THEREFROM THE SOUTHEASTERLY 2 AND 5/8TH INCHES OF
SAID LOT 9.
ALSO EXCEPTING THEREFROM ALL THAT PORTION OF SAID LAND LYING
BELOW A DEPTH OF 500 FEETMEASURED.VERTICALLY FROM THE
PRESENT SURFACE OF THE GROUND.
PARCEL B:
LOTS 1, 2, 3, 6 THROUGH 21 INCLUSIVE, 23, 25 AND 27 IN BLOCK 105 OF
HUNTINGTON BEACH AS SHOWN ON A MAP RECORDED IN BOOK 3, PAGE 36
OF MISCELLANEOUS MAPS;RECORDS OF ORANGE COUNTY, CALIFORNIA.
ALSO EXCEPTING THEREFROM ALL THAT PORTION OF SAID LAND LYING
BELOW A DEPTH OF 500 FEET MEASURED VERTICALLY FROM THE
PRESENT SURFACE OF THE GROUND.
024-152-02 AND 024-152-03 AND 024-152-04 AND 024-152-05 AND 024-152-11
AND 024-152-1*2 AND 024-152-13 AND 024-152-14 AND 024-153-01 AND 024-153-
02 AND 024-153-03 AND 024-153-10 AND 024-153-16.
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