HomeMy WebLinkAboutCalifornia Resorts International Inc./Haseko Associates Disposition and Development Agreement Main Pier Phase I Entertainment Complex - 1988-12-05Page 1 of 1
Esparza, Patty
From: Punongbayan, Nova
Sent: Thursday, March 13, 2008 10 38 AM
To: Esparza, Patty
Subject: FW 89-299276
Attachments: DataTree Order I For User cs pdf
Hi Patty,
This 1989 Grant Deed that was missing from City Clerk's and Agency files is attached This should be included
with the Pierside Pavillion files Thanks
Nova
From: King, Terri
Sent: Thursday, March 13, 2008 9:50 AM
To: Punongbayan, Nova
Subject: FW: 89-299276
Here you go
From: Nga, Vu [mailto:vnga@firstam.com]
Sent: Thursday, March 13, 2008 9:46 AM
To: King, Terri
Subject: 89-299276
Have a great day and Thank You for Choosing First American Title
Vu Nga
First American Title Company
Customer Service
phone 714 250 4500
fax 714 250 476214763
email vnga@firstam.com
3/13/2008
299276
RECORDING REOUEb'TEO BY
CHICAGO TITLE INS CO
RECORDED IN OFRCIAL RECORDS
OF ORANGE COUNTY CAUFORNIA
Recording Requested by: -U LOAM JUN - 7 *89
When Recorded Return to and a RECORDER
Mail Tax Statements to: $21.00
MR. VRI GATT, GENERAL. PARTNER CI6
CALIFORNIA RESORTS
222 FIFTH STREET
HUNTINGTON BEACH, CA 92648
boi 3f/ . ii GRANT DEED
For a valuable consideration receipt of which is hereby acknowledged,
The THE REDEVL%013DrE1'rr Ar,?W'Y .Or TRr. CLTY ')F/Iiu%- *n'3, F6u8M%dy,
corporate and politic, of the State of California, herein called "Grantor," acting to carry
out the Redevelopment Plan, herein called "Redevelopment Plan" for the Redevelopment
Project for the Main -Pier Project Area, herein called "Project," under the Community
Redevelopment Law of California, hereby grants to CALIFORNIA RESORTS/HASEICO
ASSOCIATES, a rein called "Grantee," the certain real property :ocated
In the City of Hijun g on ch, County of Orange, hereinafter referred to as "Property,"
described In Exhibit A attached hereto and incorporated herein.
1. Said Property is conveyed in accordance with and subject to the
Redevelopment Plan which was approved and adopted by Ordinance No. 2579 of the City
Council of the City of Huntington Beach and amended by Ordinance No. 2634, and a
Second Amended and Restated Disposition and Development Agreement entered into
between Grantor and Grantee dated August 26, 1988, (the "Agreement"), a copy of which
is on file with the Grantor at its offices as a public record and which is incorporated
herein by reference. Any amendments to the Redevelopment Plan which changes the uses
or development permitted on the Property, or otherwise change any of the restrictions or
controls that apply to the Property, shall require the written consent of Grantee.
2. The Grantee shall devote the Property only to the development
permitted and the uses specified in the applicable provisions of the Redevelopment Plan
for the Project and this Grant Deed, whichever document Is more restrictive.
3. The Property is conveyed to Grantee for consideration determined In
accordance with the uses permitted. Therefore, Grantee hereby covenants and agrees for
itself, its successors, its assigns, and every successor in interest to that Property that the
Grantee, such successors and such assigns, shall develop, maintain, and use the Property
only as follows:
(a) Grantee shall develop the Property as required by the Agreement.
(b) Grantee shall not use or suffer the Property to be used in violation of
Conditional Use Permit No. 88-7, Coastal Development Permit No. 88-3, and Tentative
Tract Map No. 13478, as such permits now exist or may hereafter be amended.
PED
WC T8AVAR Tut
w � � Page 1 of 6
IIWL TAX STATEMENTS AS DIRECT® AN*
"LIM OECLNtE THE 20cume1TAAY TRANSFER
TM6 fPX iSt
V owe. FULL %M= OF PROM
-W"W. V W SONJAM 9 AT
LM
- -r►e,
$:4" Nag OF MMARA 4Y OR AGENT . Pifm RAme
Description: Orange,CA Dom ent-Year.DociD 1989.299276 Page: 1 of 9
Order: 1 Co=ent :
(c) Grantee shall maintain the improvements on the Property and shall
keep the Property free from any accumulation of debris or waste materials. Grantee shall
also maintain the required landscaping in a healthy condition.
If, at any time, Grantee fails to maintain the said landscaping, and
said condition is not corrected after expiration of fifteen (15) days from the date of
written notice from the Grantor, either the Grantor, or the City may perform the
necessary maintenance and Grantee shall pay such costs as are reasonably incurred for
such maintenance.
4. Prior to recordation of a Certificate of Completion issued by the
Grantor for the improvements to be constructed on the Property, in accordance with
Section 415 of the Agreement, Grantee shall not make any sale, transfer, conveyance, or
assignment of the Property or any pan thereof or any interest therein except in
accordance with Section 107 of the Agreement. In addition, prior to recordation of such
Certificate of Completion, Grantor shall have the right, but not the obligation, to
purchase from Grantee certain real property defined in the Agreement, including the
Property, upon the terms, subject to the conditions, and upon payment of the
consideration as set forth in Section 611 of the Agreement.
5. The Grantee agrees for itself and any successor in interest not to
discriminate upon the basis of race, color, creed, or national origin in'the sale, lease, or
rental or in the use or occupancy of the Property hereby conveyed or any part thereof.
Grantee covenants by and for itself, its suxessors, 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, national origin or ancestry in
the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Property,
nor shall the 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, sublessees,
or vendees in the Property. The foregoing covenants shall run with the Iand.
6. No violation or breach of the covenants, conditions, restrictions,
provisions or limitations contained in this Grant Deed shall defeat or render invalid or in
any way impair the lien or charge of any mortgage or deed of trust or security interest
permitted by paragraph 4 of this Grant Deed and Section 107 of the Agreement; provided,
however, that any subsequent owner of the Property shall be bound by such remaining
covenants, conditions, restrictions, limitations, and provisions, whether such owner's title
was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise.
7. All covenants contained in this Grant Deed shall be covenants running
with the land. The covenants contained in the Agreement and in paragraph 4 herein and
Grantee's obligation to develop the improvements on the Property as referenced in
paragraph 3 (a) of this Grant Deed shall terminate and shall become null and void upon
recordation of a Certificate of Completion issued by Grantor for the "Separate
Development Parcel" which includes the Property, as required in accordance with Section
415 of the Agreement. Grantor's warranties and representations in paragraph 2 and
Grantee's covenants in paragraph 2, 3 (a), and 3 (b), regarding the permitted uses and
maintenance of landscaping on the Property shall remain in effect until December 31,
2018, and shall terminate and be of no further force or effect at the expiration of said
period. Every covenant against discrimination contained in paragraph 5 of this Grant
Deed shall remain in effect in perpetuity.
Page 2 of 6
Description: Orange,CA Document-Year.DocID 1989.299276 Page: 2 of 9
Order: 1 Comment:
89�2992T6
8. All covenants without regard to technical classification or designation
shall be binding for the benefit of the Grantor, and such covenants shall run in favor of
the Grantor for the entire period during which such covenants shall be in force and effect,
without regard to whether the Grantor is or remains an owner of land or interest therein
to which such covenants relate. The Grantor, in the event of any breach of such
covenants, shall have the right to exercise all the rights and remedies and to maintain any
actions at law or suits in equity or other property proceedings to enforce the curing of
such breach.
9. Both before and after recordation of a Certificate of Completion, both
Grantor, its successors and Grantee in and to all or any part of the fee title to the
Property shall have the right to consent and agree to changes in, or to eliminate in whole
or in part, any of the covenants, easements or restrictions contained in this Grant Deed
without tl-.c consent of any tenant, lessee, easement holder, license, mortgages, trustee,
beneficiary under a deed of trust or any other person or entity having any interest less
than a fee in the Property. The covenants contained in this Grant, without regard to
technical classification shall not benefit or be enforceable by arty owner of any other real
property within or outside the Project Area, or any person or entity having any interest in
any other such realty.
10. The covenants contained in this Grant Deed shall be construed as
covenants running with the land and not as conditions which might result in forfeiture of
title.
Page 3 of 6
Description: Orange,CA Document-Year.DoclD 1989.299276 Page: 3 of 9
Order: 1 Comment:
IN WITNESS WHEREOF, the Grantor and Grantee have caused this instrument
to be—rtheir behalf their respective officers hereunto duly authorized, this 3707
day o
THE P.EDEVEMPALUT AGt:CY OF THE CITY OF
HUSTI'IP7GTOf BEACH
By
Chairman
The Grantee consents to the foregoing covenants which shall tun with the land.
CALIFORNIA RESORTSMASEKO
ASSOCIATES, a California general partnership
By: CALIFORNIA RESORTS INTERNATIONAL,
INC., a Calif on, a general
payer
Its:
By: HASEKO PIER COLONY, INC.,
a California Corporation, a
general partner
By.
Its: - - ---
Page 4 of 6
Description: Orange,CA Document-Year.DoclD 1989.299276 Page: 4 of 9
Order: I Comment:
STATE OF CALIFORNIA
ss.
COUNTY OF CkA,r-c!
On this _ day of , in the year 198 `1 before me, the
undersigned, a Notary Public in anh for said State, personally
appeared '..-des -1,1N . c-he ,e_ , known to me (or proved to me on the
basis of satisfactolry evidence) to be the who executed this instrument as
the_Aygr2 ai/d ��I�h,2M A. L�t�i -jrli/nlJMr�(z,4gG.nicg or4iwoa, cc I''N71w MLN MFQfH
/1 //; (insert title of the officer)r T 7 i
i���St•4f%a/1�A./iK,,c,,n: -I--- m,4..,'rP -"E Q'-iv,!r;- L--
(name of public corporatibn, agency Iitical subdivision)
and acknowledged to me that *9 s or oV 61I c AgeN c�( e><PcC,-�-z1A -kit � � C'
(public corporation, agency or political subdivision)
OFFICIAL SEAL
BUTE SARW
® Haar+ vvmsc cmb
Signature of Notary Public
OPANGE cold
uv Cam* W. A0 e. an
Name typed or printed
r�l'15,r I�.Ix�il. ►�u �Jcl �1
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 fte,+fieB r t a
Date Commissioa Expires Ma - ?, � .190
County where bond is filed
Place of esecution .Sa a r.. A'!' coo DatA2T--7 a - S 9
. 9--\ ( ,�I- ag - cam- Lc--
Signature (Firm names if any)
Page S of 6
Description: Orange,CA Document-Year.DocID 1989.299276 Page: 5 of 9
Order: 1 Comment:
MI
Exhibit "A"
LOTS 1, 2, 3, 4, 5, 6, 7, 8, 9, 10 of Block 102
Huntington Beach Tract, Map Book 3, Page 36
Page 6 of 6
Description: Orange,CA Document-Year.DocID 1989.299276 Page: 6 of 9
Order: 1 Comment:
89z2992T6
STATE OF CALIFORNIA )
) SS.
COUNTY OF LOS ANGELES )
On May 25, 1989 before me, the undersigned, a Notary Public in and for said
State, personally appeared Soichiro Sawase known to me (or proved to me on the
basis of satisfactory evidence) to be the President of Haseko Pier Colony, Inc. the
corporation that executed the within instrument and known to me to be the
persons who executed the within instrument on behalf of said corporation, said
corporation being known to me to be one of the partners of California
Resorts/Haseko Associates the partnership that executed the within instrument
and acknowledged to me that such corporation executed the same as such partner
and that such partnership executed the same.
WITNESS my hand and official seal.
Description: Orange,CA Document-Year.DocID 1989.299276 Page: 7 of 9
Order: 1 Comment:
GOVERNMENT CODE 27361.7 299276
I certify under penalty of perjury that the notary seal on the document
to which this statement is attached reads as follows:
Name of Notary V Q/et c rIoC <byL-\
Date Commission Expires S-Ip4- F_ « 6 `7
County where bond is filed Z . 4 • /
Place of Execution - — -ti —' Date
SIGNATURE F 0662-1
Description: Orange,CA Document- Year. DocID 1989.299276 Page �8 of 9
Order: 1 Comment:
=9Ll 6
STATE OF CALIFORNIA )
COUNTY OF :.OS AIGZ. ,SS }
on may 25, 1989 be,•'ore, the uncerslgnea, a Notary Pul),.c:
an for 3a,,C S-.a_te, persona.'y appeared i)ri Cat!. Know, to me
(or proved to -ae on Lte bass of 3atiataCLory r;vidorcon) %c :)r°
the President of California Resorts, :nternationa- corpo^_..lon
that exect.ted t ne wi t*:r. i nstrum nt a _C KnOWn :o me '0 be ^e
persons wh.o cx(10ul-cC t * e w1.tniin .nst:rt:ment. 5e..,. 0 :3,'lI
corporatior,, S % i c corporation bein/z Knowr r.o
t^.e partners o Ca, . , ar...a ResortsIllaseKo A-- :c..a . .
partnership ',ha such. c0rPC) ra:.'0-: execUter
partners and ,.;:at. .ucn oxetn.zed t:^
WITNESS My nand and 0 — Cia. scar.
Signature
Name ("'yped or
Description: Orange,CA Document-Year.DocID 1989.299276 Page: 9 of 9
Order: 1 Comment:
Page 5 - Council/Age Minutes - 12/5/88
QONSENT CALENDAR - (ITEMS REM,9VED).
The City Administrator requested that the item pertaining to the Supplemental
Agreement No. I to Agreement with Arizona Board of Regents be removed from the
Consent Calendar for separate consideration. He requested that the item per-
taining to lease of vacant City property to California Resorts and Haseko
Association and the item pertaining to Amendment No. 1 to contract for Pacific
relocation consultants for providing relocation administration be deleted from
the agenda.
CONSENT CALENDAR -- (ITEMS APPROVED)
On motion by Erskine, second MacAllister, -Council approved the following
items, as recommended, by the followirc roll call vote:
AYES: MacAllister, Green, Winchell, Bannister, Mays, Silva, Erskine
NOES: None
ABSENT: None
-(Redevelopment,-Agency)-HA EK LIF RNIAINCAs FINANCIAL PARTNERS T
CALIFORNIA RESORTS INTERNATIONAL- INC--- APPROVED_- MAIN PIER PHASE I_ENTERTAIN-
MENT COMPLEX - Approved the assignment of Haseko (California) Inc. as finan-
cial partners in the Phase I. entertainment complex development pursuant to
Section 107 of the Special Amended and Restated Disposition and Development
Agreement.
Mt _ Council) PARCEL_MAP 88-229 —APPR V D - TUMLEY HOHE INC - HACIENDA
DRIVE/DUNES LANE - Approved final parcel map, accepted offer of dedication
pur- scant to mandatory findings set forth by the Zoning Administrator and
instructed the City Clerk to execute same and release map to the county for
processing.
(City Council) TRACT NOS 1Z 3 & 12 97 - APPROVED - SOUTHEAST OF MAGNOLIA AND
AT.LANTA_- J M PETERS - Accepted improvements dedicated for public use,
authorized release of the Faithful Performance Bond, Monument Bond and ac-
cepted Guarantee and Warranty Bond Nos. 9429405 and 9429425 and instructed the
City Clerk to notify the bonding company of this action.
(City Counci I) SEWER & WATER MAINS_ FOR _PARKING__ STRICTURE MATH-WAL2NUT -
APPROVED - CC-706 - Approved plans and specifications for the sewer and water
main relocation in conjunction with the Main Street at Walnut Avenue parking
structure and authorized the staff to solicit bids,
(City Counc-il) , RESOLUTION NO 5PTED - DECLARATION F TRUST F R
INTERNATIONAL CITY MANAGEMENT ASSN (ICMA) RETIREMENT TROT - "A RESOLUTION
OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH APPROVING THE ICMA RETIRE-
MENT TRUST RELATING TO A DEFERRED COMPENSATION PLAN."
ASSIGNMENT AND ASSUMPTION OF
SECOND AMENDED AND RESTATED DISPOSITION AND
DEVELOPMENT AGREEMENT AND CONSENT TO ASSIGNMENT
THIS ASSIGNMENT AND ASSUMPTION AND CONSENT TO ASSIGNMENT
("Agreement") is made by and between CALIFORNIA RESORTS, a
California general partnership ("Assignor"), CALIFORNIA
RESORTS/HASEKO ASSOCIATES, a joint venture ("Assignee"), and
the HUNTINGTON BEACH REDEVELOPMENT AGENCY, a public agency
("Agency").
R E C I T A L S:
WHEREAS, the Agency and Assignor entered into that
certain Second Amended and Restated Disposition and
Development Agreement on or about �S , 1988 (the
"DDA" ) ; and
WHEREAS, Section 107 of the DDA provides that Assignor
shall not assign and transfer all or any part of the DDA or
its rights under the DDA without the prior written approval
of the Agency, which approval the Agency has agreed not to
unreasonably withhold; and
WHEREAS, Assignor desires to assign all of its right,
title, and interest in and to the DDA to Assignee; and
WHEREAS, Assignee desires to accept such assignment from
Assignor, and to assume the obligations of Assignor under the
DDA; and
WHEREAS, the Agency has determined, in its reasonable
discretion, that Assignee has suitable financial strength,
experience, and character for development, operation, and
control of the Site referenced in the DDA and for performance
of Assignor's obligations under the DDA, and accordingly the
Agency has agreed to consent to this assignment subject to
the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing
recitals and for valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:
ARTICLE I. ASSIGNMENT AND ASSUMPTION OF DDA
1. ASSIGNMENT AND ASSUMPTION. Assignor hereby assigns
and transfers to Assignee all of its right, title, and
interest in and to the DDA and Assignee hereby agrees to and
does accept the assignment of the DDA from Assignor and, in
addition, Assignee expressly assumes and agrees to keep,
perform, and fulfill all the terms, conditions, covenants,
and obligations required to be kept, performed, and fulfilled
by Assignor thereunder.
2. EFFECTIVE DATE OF ASSIGNMENT. The assignment and
assumption as set forth under the terms and conditions of
this Agreement shall take effect on ,
1988, or on such later date as this Agreement is executed by
Assignor, Assignee, and the Agency (the "Effective Date").
-2-
ARTICLE II. WARRANTIES OF ASSIGNOR
Assignor hereby makes the following representations and
warranties, each of which representations and warranties (i)
shall survive the Assignment of the DDA, (ii) is material and
being relied upon by Assignee in entering into this Agreement
and by the Agency in consenting to the assignment of the DDA
as set forth in this Agreement, (iii) is true in all respects
as of the date hereof, and (iv) shall be true in all respects
on the Effective Date:
(a) To the best knowledge of Assignor, the DDA is in
full force and effect and is hereby ratified by
Assignor.
(b) The DDA constitutes the entire agreement between
Assignor and the Agency with respect to the Site
referenced therein, has not been assigned,
supplanted, or modified in any manner whatsoever,
and no arrangements, agreements, or understandings
exist between Assignor and the Agency with respect
to the DDA, the Site referenced therein, or either
of them, except as specifically set forth in the
DDA.
(c) Assignor hereby indemnifies and holds harmless
Assignee from all claims, liability, damage, loss,
and expense (including reasonable attorney's fees
and disbursements) arising out of or relating to
obligations of the Assignor under the DDA accruing
prior to the Effective Date.
-3-
M
(d) Assignor has the right, power, legal capacity, and
authority to enter into and perform its obligations
under this Agreement without further approval or
consent, and any persons executing this Agreement
on behalf of Assignor are authorized to do so, and
by so executing this Agreement, they thereby bind
Assignor to the terms hereof.
ARTICLE III. WARRANTIES OF ASSIGNEE
Assignee hereby makes the following representations and
warranties, each of which representations and warranties (i)
shall survive the assignment of the DDA, (ii) is material and
being relied upon by Assignor in entering into this Agreement
and by the Agency in consenting to the assignment of the DDA
as set forth in this Agreement, (iii) is true in all'respects
as of the date of this Agreement, and (iv) shall be true in
all respects on the Effective Date:
(a) In entering into this Agreement and assuming
Assignorfs obligations under the DDA, Assignee is
relying upon no statement, fact, promise, or
representation (whether express or implied, written
or oral) of Assignor or the Agency not specifically
set forth in the DDA or this Agreement.
(b) Assignee hereby indemnifies and holds harmless
Assignor from all claims, liability, damage, loss,
and expense (including reasonable attorney"s fees
and disbursements) arising out of or related to
-4 -
obligations of Assignor under the DDA accruing on
or after the Effective Date.
(c) Assignee has the right, power, legal capacity, and
authority to enter into and perform its obligations
under this Agreement without further approval or
consent, and any persons executing this Agreement
on behalf of Assignee are authorized to do so, and
by so.executing this Agreement, they thereby bind
Assignee to the terms hereof.
ARTICLE IV. MISCELLANEOUS AGREEXENTS
1. ATTORNEY'S FEES. If any party commences an action
against any of the parties arising out of or in connection
with this Agreement, the prevailing party or parties shall be
entitled to recover from' the losing party or parties
reasonable attorney's fees and costs of suit.
2. NOTICE. Any notice, demand, request, consent,
approval, or communication that any party desires or is
required to give to any other party or any other person shall
be in writing and either served personally or sent by
prepaid, first class mail. Any notice, demand, request,
consent, approval, or communication that any party desires or
is required to give to any other party shall be addressed to
the other party at the address set forth hereafter. Any
party may change its address by notifying all other parties
of the change of address. Notice shall be deemed communi-
cated within forty-eight (48) hours from the time of mailing
if mailed as provided in this paragraph.
-5-
kk-�
�.1
3. SUCCESSORS.
This assignment and assumption shall
be binding upon and inure to the benefit of the parties and
their respective successors and assigns.
4. WAIVER. The waiver by any party of the perforaance
of any covenant or condition herein shall not invalidate this
Agreement, nor shall it be considered a waiver of any other
covenant or condition, nor shall the delay or forbearance by
any party in exercising any remedy or right available to it
be considered a waiver of or an estoppel against the later
exercise of such remedy or right.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the dates set forth next to their
signatures below.
"ASSIGNOR'
CALIFORNIA RESO , a
lu California g ral part4rship
Date: kOO . C , 1988 By:
G
Date:�W01 , 1988 By:
Ga
MM
al Partner
/,Lujs finer,
ral Partner
Date: , 1988
Date:�11-_1 - - - -, 1988
7/112/01.2304-0001/016
OWE
"ASSIGNEE"
CALIFORNIA RESORTS/HASEKO
ASSOCIATES, a joint venture
By: CALIFORNIA RESORTS
INTERNATIONAL, INC., a
California corporation,
a general partner
By:
Its: C&gL&ef - - -
By: HASEKO PIER COLONY, INC.,
a California corporation,
general partner
J
By:, JM is '2
I c
Its:
-7-
CONSENT TO ASSIGNMENT OF DDA
In consideration of the assumption of the obligations of
the Assignor under the DDA, the Agency hereby consents to the
Assignment of the DDA to Assignee pursuant to Article I
above; provided, however, that by consenting to this
Assignment, the Agency shall not be deemed to have released
Assignor from liability under the DDA for any obligations of
Assignor which may have arisen prior to the Effective Date of
this Agreement, unless released in writing by the Agency.
HUNTINGTON BEACH REDEVELOPMENT
AGENCY
Dated: �� S , 1988 By:�.-
ATTEST:
Its: Agency Chairman
APPROVED AS TO FORM:
AgencyClerk -
REVIEWED AND APPROVED: INITIATED AND APPROVED:
ecutive Director DIP6 conomic Development-
-8-
1. Estopple Certificate
2. Subordination Agreement
3. First Amendment to Second Amended and Restated Disposition and Development
Agreement between the Huntington Ceach�Redevelopment Agency & California Resorts
4. Guaranty & Agreement of Haseko (California)Inc, A Majority Owned Corporation
& Haseko (Hawaii, Inc. and Haseko Cuban, K. K., Two Related Corporations
r.
- `REQUEST FC REDEVELOPMENT,
aENCY ACTION
APPROVED BY CMPOTJNCx RH 88-78
,T =
[Sate November 21, 1988
ianmi�- ---Hoimra1�&an and Redevelopment Agency Members
Submitted by: Paul Cook, Executive Director R.C-
Prepared by: Douglas,La Belle, Deputy City Administrator/Economic Developme
APPROVAL OF HASEKO (CALIFORNIA), INC. AS FINANCIAL PAR RS TO
Subject: CALIFORNIA RESORTS INTERNATIONAL, INC., FOR THE PHASE I
ENTERTAINMENT COMPLEX DEVELOPMENT
Consistent with Council Policy? [ ] Yes [ ] New Policy or Exception
Statement of Issue, Recommendation, Analysis, Funding Source, Alternative Actions, Attachments:
STATEMENT OF ISSUE:
California Resorts International, Inc., has requested the Redevelopment Agency's
approval of Haseko (California) Inc., financial partner pursuant to Section 107 of the
Second Amended and Restated Disposition and Development Agreement.
RECOMMENDATION:
Approve the assignment of Haseko (California) Inc., as financial partners in the Phase I,
entertainment complex development.
ANALYSIS:
On October 13, 1988, California Resorts International, Inc., requested the Agency's
approval of Haseko (California) Inc., as a financial partner in the Main -Pier Phase I
development. Section 107 of the Second Amended Disposition and Development
Agreement requires the Agency to exercise reasonable diligence to complete its review
within forty-five (45) days after receipt of the developer's proposed assignment. The
DDA further requires any disapproval to be in writing, specifying reasons for the
disapproval, and outlining conditions necessary in order to obtain Agency approval.
Keyser Marston Associates, Inc., has subsequently reviewed the proposed assignment and
has submitted a letter which states that Haseko (California), Inc., is a "financially stable
and acceptable, joint -venture partner for the proposed retail/entertainment/residential
complex project" (see attached report). The report also stipulates that any firms used
during the construction process which are affiliated with Haseko must be monitored to
ensure competitive quality levels and budgetary restrictions. This suggested requirement
is based upon Haseko's potential position as a 50% partner and potential decision maker.
Attached herewith is a copy of the assignment from California Resorts International, Inc.
to Haseko (California), Inc. for Agency approval. •
FUNDING SOURCE:
None
PI O/1 /85
ALTERNATIVE AMOK:
Do not approve Haseko (California) Inc., as financial partner for California Resorts
International, Inc.
ATTACHMENTS:
1) Communication from California Resorts International, Inc.
2) Communication from Keyser Marston Associates, Inc.
3) Assignment and Assumption of Second Amended and Restated Disposition and
Development Agreement and Consent to Assign.
PEC/DLB/S.1H:lp
4230h
r - Cc ifomia Resorts
I lnfemabbnal, Inc
October 13, 1988
Doug LaBelle
Deputy City Administrator
Redevelopment Director
2000 Main Street
Huntington Beach, California 92646
Dear Mr. LaBelle:
RECEIVED
0a 131988
WARTMOT Of
C04"AUtifTY D(Yf 0PPfyr
This letter is to advise you that Ca'-ifcrnia Resorts Internation-
al Inc. has selected Haseko lCalifornia) Inc. cs our financial
partners.
Pursuant to Section 107 of the 2nd Amended and Restated Disposit-
ion and Development Agreement, we respectfully request approval
of this assignment. A meeting has been scheduled for October
14th, at 2:00, to formally Introduce them to city officials. At
this meeting, we will be presenting a company showing, letters
granting access to lines of credit, company history and overview,
and an annual report of Hasegawa Komuten Co. (parent company).
At this time, we would also like to request a modification to the
2nd Amended and Restated D.D.A. reflecting a change of name to
California Resorts/Hasekc Associates.
Si reil.,_.�
Uri E. ati
President
UEG:dw
305 Walnut Avenue, (714) 960-3307
Huntington Beach, CA 92648 FAX (714) 960.2637
KeyserMarstonAssoeiateslnc.
Richard L. Votti 500 South Grand Avenue.Suitc 1480
Calvin E. Hollis,11 Los Angeles, California 90071
2131622-8095 Fax213,62_-1-5204
SAN DIEGO 619,942.0380
Hcinz A. Schilling
SAN F RANCISCO 4151398-3050
Timothy C. Kelly
A. Jerry Keyser
Kate Earle Funk
Robert I Wetmore
Michael Conlon
Denise E. Conley
November 7, 1988
Mr. Douglas La Belle
Assistant City Administrator,
Redevelopment Director
City of Huntington Beach
2000 Main Street
Huntington Beach, California 92648
Dear Doug:
In accordance with your request, geyser Marston Associates, Inc.
(K11A) reviewed the proposal submitted by California Resorts Inter-
national, Inc. to include a joint -venture partner in the Phase I
retail/entertainment/residential complex. Haseko (California),
Inc. is the proposed partner, and is to become a 50% owner in the
$43 million project.
The informational material submitted by Haseko (California), Inc.
indicates that this group is one of four companies under the coor-
dination of Haseko (USA) Corporation. The parent company, Hasegawa
Kortuten Co., Ltd, has been an international operating entity head-
quartered in Japan for the past fifty years, Haseko (California),
Inc. entered the Southern California marketplace in 1982 and has
participated in approximately $250 million in projects to date.
KMA requested specific information on the Haseko (California), Inc.
involvement in major projects, and the attached list represents
their response.
It is our understanding that the Haseko (California), Inc. role in
this project will be limited to that of a financial partner. At
this time, it is expected tht.t Haseko (California), Inc. will
provide up to 75% of the funds✓ required to finance this project.
California Resorts International, Inc. and Haseko (California),
Inc. will jointly seek the balance of the funds required to com-
plete this project. Information provided by a Haseko (California),
Inc. representative indicates that the firm has been granted credit
lines from a number of banks totaling over $250 million. The
unused balances of these accounts vary on a daily basis, but
recently have ranced from $40 million to $70 million.
Reai fstat a PrrdeN eloprnent & E%aluaticm Services
Mr. Doug La Belle
November 7, 1988
Page 2
As a 50% partner, Haseko (California), Inc, will participate in any
major decisions regarding the proposed project. Therefore, the use
of parties related to Haseko, in the construction process, must be
limited. These limitations should require any related party to
meet the quality level and budgetary restrictions that would be ap-
plied to independent firms competing to participate in this
project. It is particularly important to restrict the fees charged
by related parties to the level changed in the marketplace for the
provision of commensurate services.
Assuming the preceding parameters are adhered to, it is our opinion
that Haseko (California), Inc. is a financially stable and accept-
able joint -venture partner for the proposed retail/entertainment/
residential complex project.
If you have any further questions, or require additional informa-
tion, please do not hesitate to call.
Yours very truly,
KEYSER MARSTON ASSOCIATES,' INC.
Kathleen H. Head
KHH:lp
88472.HTB
14066.0002
Kew rMarstonAssociatesInc,
City of Huntington Beach
�
2000 MAIN STREET CALIFORNIA 92648
DEPARTMENT OF COMMUNITY DEVELOPMENT
Building Division 536.5241
Housing/Redevelopment Division 536-5542
Planning Division 536-5271
August 30, 1988
Mr. Uri Gati
Gati Associates, Inc.
305 Walnut Avenue
Huntington Beach, California 92648
Dear Uri,
I have enclosed three (3) fully executed copies of the Second Amended & Restated
Disposition and Development Agreement between the Redevelopment Agency of the City
of Huntington Beach and California Resorts.
Should you have any questions, please feel free to contact me at your convenience. Your
continuing cooperation and assistance is sincerely appreciated.
Br6bglas NJ La Belle,
Deputy Ci y Administrator
DLB:lp
Enclosures
xc: Gail Hutton, City Attorney (with copy)
Connie Brockway, City Clerk (with copy)
61
t 1b
J.
mWimGTom MACH
f i♦ �/
CITY OF HUNTINGTON BEACH
INTER -DEPARTMENT COMMUNICATION
To Connie Brockway
Acting City Clerk
Subject California Resorts
Disposition & Development
Agreement
From Gail Hutton
City Attorney
Date August 25, 1988
Enclosed is an original document dated August 24, 1988,
pertaining to the Development and Disposition Agreement
between the City of Huntington Beach and California Resorts.
This document should be kept in your file with the original
copy of the Disposition and Development Agreement.
GAIL HUTTON
City Attorney
cc; Paul Cook
Doug LaBelle
Robert Franz
Tom Clark, Esquire
Dictated but not read
be
STRADLINO, YOCCA, CARLSON & RAUTH
A PFTORESSIONAL CORPORATION
rRITZ R. STRADI.ING
ERNEsr C. M.IOw.I
ATTORNEYS AT LAW
NIC4 E. VOCCA
MRUCE D. MAY
C. CRAIG CARLSON
PEW A. GROUNDWATER
040 NEWPORT CENTER DRIVE, SUITE MOO
WILL AM R. RALVTM III
DONALD .I. MAMMA"
POST C+rrIGE 6,x 7680
RC. MCMAAr
JOHN J. SwIOART,JR.
RIC MA RD C. GOODMAN
STEPHEN G. MELIKIAN
NEWPORT •EACH, CALIPCRNIA 102660.0441
,1OMN J. MURRMY
MICHAEL A. ZASLOCKI
THOMAS !► CLARK, JR.
NEILA R. SERNSTEIN
TELEPHONE 1714) 640.7035
MEN A. rRYDNAN
CELESTE STAHL BRADY
DAVIO R. WEWEN
CNRISTOPHER AKILPArRICK
TELECORICR
PAUL L. GALE
JOEL H. GUTN
RUDOLPH C. SMEPARD
JULIE N. M•COT
M4)640-7332 . (7-)640-7339
TOME RTJ. KANE
DAWN C. 140NCYWCLL
M. D. TALSOT
LAWRENCE ■. C014N
MRUCE C. STUART
MTEPHEN T. OINEENAN
DOUGLAS V. MIONAM
PERRY L TARNOrSKY
S. KURT VEAGER
ROSERT A. WILSON
ROMERT a WMALEN
CHERYL A. DOW
ROSE RT E- RICH
NICHOLAS J. TOCCA
PETER L TENNVZON
LISA M. KITSUTA
TMOMAS A. PISTON[
JOHN D. STEINBERG
SCOTT E. WCONNELL
ROSEIIT C. rVNSTEN
RANDALL J. SMERMAN
ALETA LOUISE MRTANT
SRUCE W. rEUCHTER
L MICMAEL VAUGHN
w13,
T 98
August
MARK .L NUES3CH
CINOV R. MUGHES
L 1
KINA r MALDOMADO
DC"ISE S. MARSAUGM
KAREN A. ELLIS
BARBARA L. SEIO
ZLIZASETH C. GREEN
ERIC T. SALTZMAN
Mr. Uri E. Gati
GATI ASSOCIATES,
305 Walnut Avenue
Huntington Beach,
INC.
California 92648
JOHN Z. BRECKENRIDGE
RENA C. STONE
or GOHNEE,
SAN rRANC1SCO Orr1CZ
SUITE ISOO
601 MONTGOMERY STREET
SAN rRANCISCO, CA 04141.8601B
TELEPHONE 141917049•7421
TELECOPIER )4I5) "1.737&
Re: California Resorts Disposition and Development
Dear Mr. Gati:
With reference to the California Resorts Disposition and
Development Agreement (the "DDA") approved on June 27, 1988,
the City Attorney has rendered the attached opinion which
concerns the provisions for the Agency reimbursment of the
Developer's costs for the utility undergrounding and/or
relocating of water, sewer, gas, electrical and telephone
utilities plus a six (6%) percent management fee. The City
Attorney's opinion focuses on the fact the Developer is not
required to bid the utility work according to Section 614 of
the Charter requirements for the City of Huntington Beach and
the California Public Contracts Code.
The conclusion of the City Attorney's office is, as you
may see from reviewing the opinion, that there is currently no
specific case that would require such public bidding under
these circumstances and there is a reasonable argument that
there was no intention by the legislature to require public
bidding under these circumstances. However, as the issue is
not totally free from doubt we are providing you a copy of this
opinion.
By your signature on this letter you will have indicated
your acknowledgement that the referenced provision may be held
unenforceable as set forth in the Opinion and that you will
Mr. Uri E. Gati
August 23, 1988
Page Two
defend, indemnify and hold the City and the Agency harmless
with regard to any claim arising from the failure of the City
or the Agency to follow the full public bid requirements as to
the reimbursable portions of the project. Further, you
acknowledge that in the event that the public bidding process
is judicially held to be required and the improvements have
already been constructed, the City or the Agency may be
enjoined or otherwise ordered to withhold the reimbursement
payment.
With your signature on this letter agreement of
understanding the City Attorney has assured us that she will
approve your DDA as to form.
Should you have any questions regarding the above please
do not hesitate! to give me a call.
24 , 1988
O • ?�.—, 1988
, 1988
Very truly yours,
Sy,"RA Y CC ARLSON & RAUTH
Thomas P. Clark
CALIFOR ESORT a California
Genr Par k
s
By
Uri. E. Gat'
General Partner
By
By
Paul Cook,
City Administrator
Approved as to form:
By
4—m7=7
ity 8 torrney
By
Je r y M. Aderman, of
Ru an & Tucker, Counsel for
California Resorts
ATTACHMENT
1.
.40
%- CITY OF H UNTINGTON BEACH
CITY COUNCIL COMMUNICATION • • • •
HUNTINGTON BEACH
TO ALICIA WENTWORTH, City Clerk. FROM TOM MAYS
Councilman
SUBJECT Main Pier Area Phase I DATE April 20, 1.988
CUP 88-7, TT 13478 and Coastal
Development Permit 88-3
After careful analysis, I have been satisfied by the conditions
of approval for the project and the economics of the project and
hereby withdraw -my appeal of Phase I.
TM:bb
a
10
.J4 ",e CITY OF H UNTINGTON BEACH
`' CITY COUNCIL COMMUNICATION • • • •
;HUNTINGTON BEACH
TO Alicia Wentworth, FROM Tom Mays
City Clerk Mayor Pro Tem
SUBJECT Main Pier Area Phase I DATE April 15, 1988
CUP 88-7, TT 13478, and
Coastal Development Permit 88-3
I hereby appeal the Planning Commission's decision to conditionally approve the above
referenced applications. This appeal is filed in order to allow the City Council members
sufficient time to analyze or evaluate the impact the Planning Commission's decision will
have on this project, as well as other projects in the Main Pier area.
The specific concerns are:
The reduction of residential density and the requirement for increased additional
off-street parking spaces below the commercial block could make the project infeasible.
The appeal may be withdrawn prior to the public hearing if adequate information is
presented to alleviate any concerns the City Council may have.
TM:pf
"FJ
�
CITY OF H UNTINGTON BEACH
CITY COUNCIL COMMUNICATION • • •
NUNTINGTON BEACH _
TO Alicia Wentworth, FROM Tom May pp
City Clerk Mayor Pro Tem
SUBJECT DATE
Main Pier Area Phase I April 15, 1988
CUP 88-7, TT 13478, and
Coastal Development Permit 88-3
I hereby appeal the Planning Commission's decision to conditionally approve the above
referenced applications. This appeal is filed in order to allow the City Council members
sufficient time to analyze or evaluate the impact the Planning Commission's decision will
have on this project, as well as other projects in the Main Pier area.
The appeal may be withdrawn prior to the public hearing if adequate information is
presented to alleviate any concerns the City Council may have.
TM:pf
xc: City Council T
ILI,
T
s
REQ=ST FOR
REDEVELOPMENT
CITY COUi� CIL/
AGENCY ACTION
Date June 27, 1988
Submitted to: Honorable Mayor/Chairman and City Council/RedevelopmentAgency Members
Submitted by: Paul E. Cook, City Administrator/Executive Director
Prepared by: Douglas N. La Belle, Deputy City Administrator/Community Developme t
Subject: SECOND AMENDED DISPOSITION AND DEVELOPMENT AGREEMENT
BETWEEN CALIFORNIA RESORTS AND THE REDEVELOPMENT AGENCY
Consistent with CouncWoW� CITY P�' TING[TQ �Sf yr Exception
Statement of Issue, Recommendation, Analysis, Funding Source, Alternative Actions, Attachments: AR
STATEMENT OF iSS :
Transmitted for the City Council/Redevelopment Agency's consideration is the Second
Amended and Restated Disposition and Development Agreement with California Resorts.
Additionally, there are resolutions that, when adopted and implemented, will lead to the
development of improvements in a portion of the Main -Pier subarea of the Main -Pier
Redevelopment Project Area.
RECOMMENDATION:
Staff recommends that the following separate actions be taken:
1) Conduct a joint public hearing on the Second Amended and
Restated Disposition and Development Agreement; and
2) Adopt appropriate resolutions between the City Council/Agency
and California Resorts.
IAM." Ull
On August 20, 1984, the Redevelopment Agency entered into an Exclusive Negotiating
Agreement with Huntington Pacifica Development Group. This Agreement was
subsequently extended for a 180-day period on November 19, 1984, and additional 60-day
periods on May 18 and July 15, 1985. On August 19, 1985, the original Disposition and
Development Agreement was approved by the City and Agency and subsequently was
modified by an Implementation Agreement on February 18, I986. On October 20, 1986,
the Agency amended the original Agreement with Huntington Pacifica I group. The
recommended actions are intended to supersede the original Disposition and Development
Agreement and the Implementation Agreement.
The First Amended Agreement proposed a hotel of not less that 280 rooms with associated
retail shops, meeting rooms, banquet facilities and restaurant, including a minimum of 450
parking spaces beneath and adjacent to the hotel.
P!O ,:84
In addition to the hotel, a retail commercial and office building with a minimum gross
leasable area of approximately 47,000 sq.ft., plus an optional theatre complex of
approximately 25,000 sq.ft. The development also proposed a public plaza of
approximately 5,000 sq.ft., and an elevated cormecting pedestrian walkway to Pierside
Village.
California Resorts (formerly Huntington Pacifica 1) is now proposing in the Second
Amended Agreement to develop at least Twenty --Five Million Dollars ($25,000,000) in
Improvements, exclusive of land value. The developer is proposing a mixed -use project
with an entertainment/commercial center consisting of a 1,750 seat, six-plex movie
theatre, 23,575 sq.ft. of commercial, 15,925 sq.ft. of office space; a 10,000 sq.ft.
restaurant, and a maximum of a 3,000 sq.ft. night club. The entertainment complex will
Include approximately 2,000 sq.ft. of public plaza areas and two levels of subterranean
parking (approximately 300 spaces). In addition to the commercial portions of the project,
the developer is proposing 130 residential condominium units with all required parking in a
subterranean structure.
On April 5, 1989, the Planning Commission approved the proposed project's Conditional
Use Permit No. 88-7 with special permits, Coastal Development Permit No. 88-3, and
Tentative Tract Map No. 13478. The Planning Commission's action included project
amendments, and imposed many conditions on the project that the developer has
concurred with.
The described development is proposed over an approximate 5-acre area bounded by
Walnut Avenue on the north; Second Street on the east; Pacific Coast Highway on the
south; and Main Street and the alley between Main & Third Streets on the west.
A 33433 Summary Report has been prepared and is attached as required by the California
Health and Safety Code. This report is required before any property of the Agency
acquired directly or indirectly can be sold or leased for development pursuant to a
redevelopment plan.
Environmental Status
Pursuant to Section 15262 of the California Environmental Quality Act, the proposed
Agreement is considered a statutory exemption. The project area has been analyzed in
Environmental Impact Report 82.2 for the Downtown Specific Plan approved by the
Planning Commission on February 15, 1983, and certified by City Council on
July 18, 1983, in an Environmental Impact Report for the Main -Pier Redevelopment Plan
approved by the Planning Commission on August 17, 1982, and certified by the Agency on
September 7, 1982.
The proposed Agreement provides for the Developer to acquire all parcels within the
project area. The cost of any land acquisition by the Agency will be borne by the
developer.
The Agreement proposes that the City will have constructed improvements to the water
delivery facilities in the downtown area and make all connections with the developers
Improvements and pay actual costs the pro rata portion of which is estimated at
$1,000,000.
The Agreement also calls for the City to have constructed underground utility
Improvements in conjunction with the developer's project, and pay actual costs which are
estimated at $350,000. Funding to come from Underground Utility District funds.
The Agreement states that the Agency is to provide funding for the relocation of
residents and businesses and oil interests within the Project Area up to $1,000,000.
ALTERNATIU ACTIQ :
1) Continue action on the Second Amended and Restated DDA and related documents to
allow for additional review time.
2) Direct staff to further negotiate specific points of the Agreement with the developer.
3) Deny the approval of the Agreement and/or related documents, and continue with the
provisions of the existing Disposition and Development Agreement.
A'JACHMENTS:
1) Summary Comparison Report Main -Pier Phase I Project.
2) 33433 Reports.
3) Tom Clark's letter dated April 26,1989.
4) Keyser Marston Economic Analysis dated April 13, 1988.
5) Project Pro Forma dated April 15, 1989.
6) Redevelopment Agency Resolution.
7) City Council Resolution.
8) Second Amended Disposition and Development Agreement.
9) Planning Commission Staff Report dated April 5, I988.
10) Final Findings and Conditions of Approval dated April 7, 1988.
PEC/DLB/MA:lp
3867h
Fit li Almatuv to a •
SUMMARY COMPARISON REPORT
ATTAC13Mn7T NO. 1
AMENDED SUMMARY COMPARISON REPORT
MAIN-MER I'11ASE I PROJECT
Original
D-D.A.- 1985
Developer Pronosgl Min. 300 room first-rate hotel
(Inland side of P.C.H.) w/min. 205,000 sq.ft. including
retail shops, mtg. rooms, banquet
facilities and at least 1 first-
class restaurant w/a min. of 300
parking spaces.
Min. 15,000 sq.ft.
commercial building
Approx. 70,000 sq.ft. public
plaza w/pedestrian overcrossing
at Pacific Coast Highway
First Amended
12,12-A. - 1286
Approx. 280-room first-rate
hotel w/approx. 205,000 sq.
including retail shops, mtg.
room, banquet facilities and
at least 1 high -Quality full
restaurant w/approx. 450
parking spaces
Min. 15,000 sq. f t.
commercial building
Approx. 20,000 sq.ft. public
plaza w/pedestrian overcrossing
at Pacific Coast Highway
Second Amended
D.D.A. - 19$$
A six-plex theatre with a
max. of 1750 seats.
A max. of 15,925 sq.ft.
office
A max of 23,575 sq.ft.
commercial retail
A max. of 10,000 sq.ft.
restaurant
A max. of 3,000 sq.ft, night
club
Approx. 300-space
subterranean parking
structure
Approx. 20,000 sq.ft. public
plaza area
A max. of 130 residential
condominium units
r
p v 1
(Pierside Village)
AMENDED SUMMARY COMPARISON REPORT
MAIN -PIER PHASE I PROJECT
D.D.A.
1985
Min. 75,000 sq.ft. specialty
commercial complex w/min.
500 parking spaces
Approx. 25,000 sq.ft. expanded
pier decking and per rehab. w/min.
cost of $2,500,000
Emergency vehicle access ramp to
pier from Beach Safety Facility
2.-
Pierside Lease
1986
Min. 75,000 sq.ft. specialty
commercial complex w/min.
600 parking spaces
Approx. 25,000 sq.ft. expanded
pier decking
Relocation cost for Beach Div.
Headquarters up to $500,000
Pierside Lease
1998
Presently being drafted to be
brought back to Agency
during Summer of 1988.
(All references to Pierside
have been removed from
DDA)
C
N
Agency Rczronsibility
(Pierside & Inland Side)
AMENDED SUMMARY COMPARISON REPORT
MAIN -PIER PHASE I PROJECT
Original
D.D.A. - 1985
Water line improvements
($1,000,000 max.)
Relocation Costs
($1,000,000 max.)
Underground Utilities
($350,000 max.)
Transient Occupancy Tax
pledge back for 10 ycars
Tax increment pledge back
for up to 15 years
Sale of "City Parcel" for a min.
of $1,512,500 or a reuse
appraisal value
First Amended
D.D.A. - 1986
Water line improvements
(Same)
Relocation Costs
($1,000,000 max.)
Underground utilities
($Same)
The construction of 200
parking spaces adjacent
Transient Occupancy Tax
pledge back for up to 10 yrs
Tax increment pledge back
for 3 years
Sale of "City Parcel" for $1
064911 •
3.
Second Amended
D.D.A. - 1988
Water line improvements
(Same)
Relocation Costs
($1,000,000 max.)
Underground Utilities
(Same)
The construction of 680
parking spaces adjacent
Tax increment pledge back
(None)
Sale of "City Parcel" for $1
C
ou a t
33433 REPORT
V
ATTACHMENT NO. 2
SUMMARY REPORT
6/I4/88
This summary Report has been prepared for the Huntington Beach Redevelopment
Agency ("Agency") pursuant to Section 33433 of the California Health and Safety Code.
This Report sets forth certain details of a proposed first amended Disposition and
Development Agreement {"Agreement") between the Agency and California Resorts
{"Developer") for the development of a complex including a six-plex movie theatre, retail
commercial, and office space and public plazas with subterranean parking and residential
condominium units and related ancillary improvements in the Main -Pier Redevelopment
Project Area in the City of Huntington Beach. This report describes and specifies:
1. The cost of the proposed Agreement to the Agency, including land acquisition
costs, clearance costs, relocation costs, costs of improvements to be provided
by the Agency, and the expected interest on any loans or bonds to finance the
Agreement;
2. The estimated value of the interests conveyed and leased, determined at the
highest uses permitted under the Redevelopment Plan; and
3. The purchase payments to be paid by the Developer.
This Report and the proposed Agreement is made available for public inspection
prior to the approval of the Agreement.
A. SALIENT ,POINTS OF THE AQREEhiE l�T.
Under the proposed Agreement, the Developer agrees to develop and construct,
or cause the development and construction of, at a construction cost of at least
Twenty-five Million ($25,000,00, exclusive of land value), the following:
a) A retail commercial and office building or buildings with a gross
Ieasable area of 52,500 square feet, and in addition, a 1750-seat theatre.
b) A residential condominium complex of not less than 130 units with all
required parking in a subterranean structure.
c) Parking with a minimum of 300 parking spaces beneath the retail
portion and parking spaces beneath the residential. The Agency shall provide
for any shortfall in required parking beyond that which is provided in an
adjacent public parking structure.
d) A Public Plaza of approximately 5,000 square feet at the corner of
Main Street and Pacific Coast Highway which would include open passive rest
and landscaped areas.
e) The Developer shall be responsible for all onsite and offsite improvements
relating to the development of the Property and in accordance with the terms
and schedules as set forth in this Agreement including, but not limited to, the
following.
All onsite and offsite improvements --- sidewalks, street lighting,
curbs, gutters, street trees, street improvements, parking structures,
etc., shall conform to the design and materials as approved by the
Agency.
Sanitary sewers, storm drains, fire hydrants, water supply, gas lines,
telephone and electrical power facilities, (if required) to be brought
to, modified, or relocated from the perimeter of the Property. All
such existing underground utility lines will be capped by the
Developer within the public right-of-way as close as possible to
building Iocations to be served by such utilities and to be attached
and connected by the Developer.
Improvements required in connection with and as a result of review
by the Agency and the City of plans, drawings, or environmental
assessments relative to the Developer Improvements or this
Agreement.
2. Agency tRespn i li ' :
The Agency is responsible for and shall commit to the project the following:
a) All construction costs experienced for water delivery facilities
upgraded and constructed in connection with the Developer Improvements;
(approximately $1,000,000). In addition, all utilities shall be provided to the
site in sufficient capacities to accommodate the proposed development;
b) Funding to a maximum amount of One Million Dollars ($1,000,000) for
the relocation of persons or entities, and the acquisition of surface entry rights
In association with oil resource recovery.;
c) All costs incurred by the Agency or the City in undergrounding
utilities and relocation of any lines to be abandoned within the project area,
(approximately $350,000);
d) The construction of a public parking structure, on about the same
time schedule as the proposed project and located within a reasonable walking
distance of the project. Up to 680 parking spaces within the structure may be
used to offset any shortfall of the projects required parking.
3. Method of Finandw:
The proposed Agreement provides that the Developer will acquire all parcels
within the "Project Area." The cost of any land acquisition by the Agency will
be borne by the Developer. The cost of acquisition, lease or other means of
securing the "Northeast Portion" of the adjacent interests along Main Street
will be borne by the Developer; however, inclusion of this portion is optional
and will require authorization by the existing property owners.
2.
The City shall have constructed underground utility improvements in
conjunction with the Developers Project and pay actual costs. Funding to come
from the Underground Utility District Funds.
The City shall have constructed improvements to the water delivery facilities
in the Downtown area and shall make all connections with the Developers
Improvements and shall pay actual costs. Funding to come from various City
funds including the City's General Fund.
The City shall provide to the Agency funding for the relocation of residents and
businesses and the acquisition of surface entry rights for oil resource recovery
within the Project Area up to $1,000,000. Funding to come from the U.S.
Department of Housing and Urban Development Community Development Block
Grant Program and other fund balances.
The City shall have constructed a public parking structure adjacent to the
project site. Funding to come from the proceeds of municipal bond sales.
The estimated cost of the Agreement to the Agency is as follows:
Land Acquisition Costs $-0—
Value of City Parcels
(27,500 sq. ft. @ $55/sq. ft.) $1,512,500
Off —site Improvement Costs
(Water line and Underground Utilities) $1,350,000
Relocation Costs $1,000,000
Public Parking Facilities Costs
(680 spaces Q $7,500/space) $5,100,000
Administrative Costs $-0— (3)
Bond Issuance $-0— (2)
Interests on Loans and Bonds to
Finance Agreement $-0-
1. Any land acquisition on the part of the Agency either through purchase,
option, Iease or eminent domain, shall be as an interim step prior to
conveyance to the Developer. The cost of any such transaction shall be
borne by the Developer.
3.
�W)
2. The Agency recognizes the need for additional parking in the Downtown
area and will begin the development of public parking facilities. These
structures will be within a reasonable walking distance of the proposed
development and will be designed to accommodate an anticipated parking
demand greater than just the proposed improvements. The Agency will be
responsible for the development of 680 spaces in one of these facilities
for this project. The cost for the bond issuance used to develop these
structures has been calculated into the $7,500 per space cost.
3. Although no figure has been identified in this calculation, three percent of
the tax increment revenues received by the city have been identified for
project administrative costs.
@-*UEM,N
on
The determination of the estimated value of the interests to be conveyed to the
Developer pursuant to the proposed A_ Cement is made by Keyser Marston
Associates, Inc., (KMA). In this analysis KMA has estimated the market value of the
"City's Parcel." The analysis determined that the highest and best use of the
property would be development of a visitor -serving, commercial and residential
condominium complex. Given such magnitude of development, privately constructed
parking for 300 cars and the inclusion of public amenities such as plazas, KMA has
estimated the fair market value of the "City's Parcel" to be $1.5 Million. This
assumes development at its highest and best use, and without consideration of Agency
goals in Project implementation.
•• ; . •WEGRaimagawroul
1. The Developer shall purchase from the Agency the "City Parcel" upon execution
of the Agreement for the price of one dollar ($1). The City agrees to convey
and the Agency agrees to accept conveyance of the City Parcel promptly upon
the exercise of the Developer Option to accommodate the conveyance to the
Developer.
The terms and conditions of sale by and between the Agency and the City are a
matter of no concern to the Developer.
Health and Safety Code Section 33433 provides that if the sales price and lease
payments for the Site are less than fair market value for the highest and best use
consistent with the Redevelopment Plan, the Agency shall explain the reasons for the
difference.
In order to assist the project at the start of development the Agency has to write
down the land value. This differential of $1.5 million will be well offset over the life of
the project through an increase in the amount of tax increment monies generated by the
project. By subsidizing the project on the front end, through a write down in the value of
the City's parcels the Developer has no pledge back of tax increment for the project.
Therefore, the highest and best use -value is being achieved through a write down in land
value and an increase in the amount and years of tax increment provided to the Agency.
0644H
SECOND AMENDED AND RESTATED
DISPOSITION AND DEVELOPMENT AGREEMENT
by and between
HDNTINGTON BEACH REDEVELOPMENT AGENCY,
and
CALIFORNIA RESORTS,
AGENCY,
DEVELOPER
06/10/88
i
TABLE OF CONTENTS
Page
I. [§100] SUBJECT OF AGREEMENT .................
1
A.
[§101]
Purpose of Agreement............
1
B.
[§102]
The Redevelopment Plan..........
2
C.
[§103]
The Site ........................
2
D.
[§104]
Parties to the Agreement........
3
1. [§105] The Agency .................
3
2. [§106] The Developer ..............
3
3. [§107] Restrictions on the Deve-
loper's Rights to Assign...
4
II. [§200]
ASSEMBLY OF THE SITE AND TASKS TO
BE
ACCOMPLISHED PRIOR TO DISPOSITION
OF
THE CITY PARCEL ...................
7
A.
[§201]
Acquisition of the Site.........
7
B.
[§202]
Street Vacation .................
12
C.
[§203]
Development and Building
Approvals .......................
13
D.
[§204]
Evidence of Financing
Commitments .....................
13
E.
[§205]
Evidence of Theatre Lease.......
15
III. [§300] DISPOSITION OF THE AGENCY SALES
PARCELS AND THE CITY PARCEL..........
15
A.
[§301]
Disposition of the Agency
Sales Parcels ...................
15
B.
[§302]
Disposition of the City Parcel..
16
C.
[§303]
Escrow ..........................
18
D.
[§304]
Close of Escrow and Transfer
and Delivery of Possession......
21
(i)
06/10/88
r
E.
[§305]
Form of Deed ....................
21
F.
[§306]
Condition of Title ..............
21
G.
[§307]
Time for and Place of Delivery
of Deed .........................
21
H.
[§308]
Taxes and Assessments...........
21
I.
[§309]
Recordation of Deed .............
22
J.
(9310]
Title Insurance .................
22
K.
[§311]
Occupants of the City Parcel
and Agency Sales Parcels........
22
L.
[§312]
Physical Condition of the City
Parcel and the Agency Sales
Parcels; Developer's Right of
Access Prior to Close of Escrow.
22
IV. [§400]
DEVELOPMENT OF THE SITE BY THE
DEVELOPER............................
23
A.
[§401]
Scope of Development............
23
B.
[§402]
Cost of Construction............
23
C.
[§403]
Construction Schedule...........
23
D.
[§404]
Bodily Injury and Property
Damage Insurance ................
24
E.
[§405]
City and Other Governmental
Agency Permits ..................
25
F.
[§406]
Rights of Access ................
25
G.
[§407]
Local, State and Federal Laws...
26
H.
[§408]
Antidiscrimination During
Construction ....................
26
I.
[§409]
Taxes, Assessments,
Encumbrances and Liens..........
26
J.
[§410]
Holder Not Obligated to
Construct Improvements..........
27
06/10/88
K.
[§411]
Notice of Default to Mortgagee
or Deed of Trust Holders;
Rightto Cure ...................
27
L.
[§412]
Failure of Holder to Conplete
Improvements ....................
28
M.
[§413]
Right of the Agency to Cure
Mortgage or Deed of Trust
Default .........................
29
N.
[§414]
Right of the Agency to Satisfy
Other Liens on the Site After
Title Passes ....................
29
O.
[§415]
Certificate of Completion.......
29
V. [§500]
USE
OF THE SITE ......................
30
A.
[§501]
Uses ............................
30
B.
[§502]
Effect and Duration of
Covenants .......................
33
VI. t§6001
DEFAULTS AND REMEDIES ................
33
A.
[§601]
Defaults ---General ...............
33
B.
[§602]
Legal Actions ...................
34
1. [§603] Institution of Legal
Actions ....................
34
2. [§604] Applicable Law .............
34
3. [§605] Acceptance of Service of
Process ....................
34
C.
[§606]
Rights and Remedies Are
Cumulative ......................
34
D.
[§607]
Inaction Not A Waiver of Default
35
E.
[9608]
Termination By The Developer....
35
F.
[§609]
Termination by the Agency.......
35
G.
[§610]
Additional Remedies on
Termination .....................
36
06/10/88
H.
[§511.]
Option to Purchase/Repurchase...
36
1.
[§612]
Liquidated Damages ..............
38
VII. [§700]
GENERAL PROVISIONS ...................
39
A.
[§701]
Notices, Demands and Communi-
cations Among the Parties.......
39
B.
[§702]
Conflicts of Interest...........
39
C.
[§703]
Enforced Delay; Extension of
Times of Performance............
39
D.
[§7043
Non -liability of Officials and
Employees of the Agency.........
40
E.
[§705]
[Intentionally Omitted]
40
F.
[§7063
Relocation of Existing
Occupants .......................
40
G.
[9707]
Amendments to this Agreement....
41
VIII. [§800] ENTIRE AGREEMENT, WAIVERS, APPROVALS.
41
IX. [§900] TIME
FOR ACCEPTANCE OF AGREEMENT
BYAGENCY ............................
41
ATTACHMENTS
No.
1
SITE MAP
No.
2
LEGAL DESCRIPTION
No.
3
SCHEDULE OF PERFOR11ANCE
No.
4
FORM OF DEED
No.
5
[Reserved]
No.
6
[Reserved]
No.
7
SCOPE OF DEVELOPMENT
No.
8
METHOD OF FINANCING
No.
9
SUBORDINATED DEED OF TRUST
{iv)
06/10/88
SECOND AMENDED AND RESTATED
DISPOSITION AND DEVELOPMENT AGREEMENT
THIS SECOND AMENDED AND RESTATED DISPOSITION AND
DEVVALOPMENT AG EMENT (the "Agreement") is entered into this
day of r , 1988 (the "Effective Date"), by
and between the HUNTINGTON BEACH REDEVELOPMENT AGENCY (the
"Agency") and CALIFORNIA RESORTS, a California general
partnership (the "Developer"). The Agency and the Developer
hereby agree as follows:
I. [§100] SUBJECT OF AGREEMENT
A. [§101] Purpose of Agreement
The purpose of this Agreement is to effectuate
the Redevelopment Plan for the Main -Pier Redevelopment
Project Area (the "Project Area") by providing for the
disposition of certain property situated within the Project
Area (the "Site") and the development of certain commercial,
residential, and related improvements (the "Project")
thereon. This Agreement is entered into for the purpose of
developing the Site and not for speculation in land holding.
Completing the development cf the Project on the Site
pursuant to this Agreement is in the vital and best interest
of the City of Huntington Beach (the "City"), and the health,
safety, morals and welfare of its residents, and in accord
with the public purposes and provisions of applicable state
and local laws and requirements under which the Redevelopment
Plan has been undertaken.
This Agreement is intended to supersede and
replace the original Disposition and Development Agreement
entered into by and among the Agency, Huntington Pacifica I,
and the City on or about August 19, 1985, as modified on or
about February 18, 1986 (collectively the "Original DDA"),
and the First Amended Disposition and Development Agreement
entered into by and between the Agency and Huntington
Pacifica I on or about.November 20, 1986 (the "First Amended
DDA"). The parties agree that the provisions of the original
DDA and the First Amended DDA are of no further force and
effect including, without limitation, the Guarantees set
forth as Attachments thereto. Henceforth, all of the rights
and obligations of the parties with respect to the "walnut -
Main Portion" and the "Site," as those terms were defined in
Section 103 of the original DDA and Section 103 of the First
Amended DDA, respectively, shall be as set forth herein, and
all of the rights and obligations of the parties with respect
to the "Pier Side Portion," as that term was defined in
Section 103 of the Original DDA, shall be as set forth in the
Pier Side Lease between the Agency and Pier Side Development
06/10/88
_I-
1
(the "Pier Side Lease") entered into on or about November 20,
1986, by and between the Agency and Pier Side Development.
In no event, shall a default by the Developer hereunder be
deemed to constitute a default by the lessee under the Pier
Side Lease, and in no event shall a default by the lessee
under the Pier Side Lease be deemed to constitute a default
by the Developer hereunder. Similarly, in no event shall a
default by the Agency hereunder be deemed to constitute a
default by Agency under the Pier Side Lease, or vase versa.
B.
adopted by Ordi
of Huntington
ordinances and
Plan") are
Notwithstanding
contrary, any
change the use
otherwise chap
apply to the S
Developer.
[§102] The Redevelopment_ Plan
The Redevelopment Plan was approved and
nance No. 2578 of the City Council of the City
Beach and amended by Ordinance No. 2634; said
the Redevelopment Plan (the "Redevelopment
incorporated herein by this reference.
any other provision of this Agreement to the
amendments to the Redevelopment Plan which
es or development permitted on the Site, or
ge any of the restrictions or controls that
ite, shall require the written consent of the
C. [§103]
The Site
so designated on the
described in the "Legal
as Attachment No. 2
reference.
The Site
is that portion of the Project Area
Site Map (Attachment No. 1) and
Description" which is attached hereto
and incorporated herein by this
The Site includes the "Developer Parcel," the
"City Parcel," the "Agency Sales Parcels," and the "Vacation
Portion" (which parcels and property interests are shown on
the Site Map (Attachment No. 1) and more particularly
described in the Legal Description (Attachment No. 2)). The
Developer Parcel is that portion of the Site owned by the
Developer as of the Effective Date of this Agreement. The
City Parcel is that portion of the Site owned by the City as
of the Effective Date of this Agreement. The Agency Sales
Parcels are those portions of the Site owned by third parties
as of the Effective Date of this Agreement (including
Assessor's Parcel No. 024-154-10 [the Zeiden parcel],
Assessor's Parcel No. 024-154-08 [the Assistance League
parcel], and the mineral rights and oil -related equipment
owned by various third parties). The Vacation Portion is
that portion of the public streets and alleys within the Site
which, subject to the other terms and conditions set forth
herein and in the Development Agreement to be entered into
between the Developer and the City with respect to the Site
(the "Development Agreement"), will be vacated and abandoned
by the City.
-2-
06/10/88
V
It is understood that the Site will be
subdivided pursuant to the "Approvals" referenced in Section
203 below between that portion of the Site to be developed
with commercial uses (the "Corriercial Portion" of the Site)
and that portion of the Site to be developed with residential
uses (the "Residential Portion" of the Site). The Commercial
Portion and the Residential Portion shall be classified as
"Separate Development Parcels" as that term is used in this
Agreement.
D. [§104] Partiestothe_Agreement
1. [§105] The Agency
The Agency is a public body, corporate
and politic, exercising governmental functions and powers and
organized and existing under Chapter 2 of the Community
Redevelopment Law of the State of California. The principal
office of the Agency is located at City Hall, 2000 Main
Street, Huntington Beach, Califcrnia 92648.
The term "Agency," as used in this
Agreement, includes the Huntington Beach Redevelopment
Agency, and any assignee of or successor to its rights,
powers and responsibilities.
2. [§106) The Developer
The Developer is California Resorts, a
California general partnership. The general partners in
California Resorts are Uri E. Gati and Gary Lubliner. The
Developer and each partner in the Developer has represented
to the Agency that the Developer has the experience and
qualifications necessary to perform the Developer's
obligations pursuant to this Agreement. The principal office
and mailing address of the Developer for purposes of this
Agreement is 305 Walnut Avenue, Huntington Beach, California
92648.
By executing this Agreement, each partner
in the Developer warrants and represents to the Agency that
he has the full power and authority to enter into this
Agreement and that all authorizations required to make this
Agreement binding upon such partner have been obtained.
The term "Developer" as used in this
Agreement, includes California Resorts and any permitted
assignee of or successor to any of its rights, powers, and
responsibilities hereunder.
-3-
06/10/88
11
3. [§107] Restrictions on the Developer's
Rights to Assign
The qualifications and identity of the
Developer and the general partners of the Developer are of
particular concern to the Agency. it is because of those
qualifications and identity that the Agency has entered into
this Agreement with the Developer. Accordingly, prior to the
Agency's issuance of a Certificate of Completion with respect
to the entire Site or, as to each Separate Development Parcel
within the Site, prior to the Agency's issuance of a
Certificate ' bf Completion with respect to said parcel, all as
provided in'Section 415 below, Developer shall not, except as
permitted in this Section 107, assign all or any part of this
Agreement or any rights hereunder without the prior written
approval of the Agency. For purposes of this Agreement, and
except as specifically set forth below, an assignment shall
be deemed to include any occurrence (whether caused by act or
omission of the Developer or either general partner, by
operation of law, or otherwise) that results in the general
partners of the Developer collectively transferring twenty- i
five percent (25%) or more of the beneficial ownership or
management control of the Developer to any third party or
parties. The Agency agrees that it will not unreasonably
withhold approval of a requested assignment. In this regard,
the Agency agrees that it shall grant such approval provided:
(i) such assignment is made in connection with the sale or
lease for development of all of the Site, or Separate
Development Parcel thereof, to a responsible third party who
will undertake the Developer's responsibilities under this
Agreement to use and develop the Site, or Separate
Development Parcel thereof, in accordance with this
Agreement; (ii) such third party shall demonstrate
development qualifications and experience to assure the
development of the Site, or Separate Development Parcel
thereof, equal to or greater than the qualifications and
experience of California Resorts and the existing general
partners thereof; and (iii.) such third party shall
demonstrate financial commitments or resources equal to or
greater than the commitments or resources of California
Resorts and the existing general partners thereof to assure
development of the Site, or Separate Development Parcel
thereof, in accordance with this Agreement. Notwithstanding
the foregoing, the Developer shall be entitled to 'make an
assignment (or assignments) which consists of a mortgage,
deed of trust, sale and lease back, or other form of
conveyance for financing, provided that the Agency determines
in its reasonable discretion that such assignment is made to
a lender approved by the Agency pursuant to Section 204 below
for the purpose of securing loans of funds to be used solely
for financing the direct and indirect costs, including
without limitation financing costs, interest, and
commissions, of planning, financing, developing,
-4-
06/10/88
I
constructing, and operating the Project to be constructed by
the Developer with respect to the Site or Separate
Development Parcel thereof.
Notwithstanding any other provision of
this Agreement to the contrary, Agency approval of an
assignment of this Agreement or any interest herein shall not
be required in connection with any of the following:
{i) Any transfers to any entity or entities
in which the Developer retains a minimum
of seventy-five percent (75%) of the
ownership or beneficial interest and
retains management control.
Transfers resulting from the death or
mental or physical incapacity of an
individual.
Transfers or assignments in trust for the
benefit of a spouse, children,
grandchildren, or other family members.
(iv) A sale of the Site or any Separate
Development Parcel thereof at foreclosure
(or a conveyance thereof in lieu of a
foreclosure) pursuant to a foreclosure
thereof by a lender approved by the
Agency in accordance with this Section
107.
(v) A sale or transfer of some or all of the
Developer's interest in the Site or any
Separate Development Parcel thereof to a
lender approved by the Agency in
accordance with this Section 107, upon
the exercise by such lender of a right to
acquire the Developer's interest.
(vi) The conveyance or dedication of any
portion of the Site to the City or other
appropriate governmental agency, or the
granting of easements or permits to
facilitate the development of the Site.
(vii) The leasing of any part or parts of a
building or structure for occupancy in
the normal course of owning and operating
the Project.
(viii) The sale of individual condominium units,
the conveyance of common areas within the
Residential Portion of the Site, or
-5-
06/10/88
k } �,O1
similar conveyances, provided that no
such sale or conveyance shall close prior
to the issuance of the Certificate of
Completion for the Residential Portion.
The Developer shall deliver written
notice to the Agency requesting approval of any assignment
requiring Agency approval hereunder. Such notice shall be
accompanied by sufficient evidence regarding the proposed
assignee's development qualifications and experience and its
financial commitments and resources to enable the Agency to
evaluate the proposed assignee pursuant to the criteria set
forth under (ii) and (iii) of the first paragraph of this
Section 107.
The Agency shall exercise reasonable
diligence to complete its review of the proposed assignee and
approve or disapprove any requested assignment which requires
Agency approval within forty-five (45) days after receipt of
the Developer's request therefor. Any disapproval shall be
in writing and shall specify the reasons for the disapproval
and, if applicable, the conditions required to be satisfied
by the Developer in order to obtain approval.
The Developer shall compensate the Agency
for its actual expenses (not including personnel or overhead
expenses) incurred in investigating a proposed assignee's
qualifications as a permitted assignee hereunder.
No assignment of the Developer's
obligations with respect to the Site or a Separate
Development Parcel thereof, whether or not Agency approval is
required therefor (but specifically excluding those types of
assignments identified in- subparagraphs (iv), (v), (vi),
(vii), and (viii)), shall be effective unless and until the
proposed assignee executes and delivers to the Agency an
agreement in form reasonably satisfactory to the Agency's
attorney assuming the obligations of the Developer which have
been assigned. Thereafter, the assignor shall remain
responsible to the Agency for performance of the obligations
assumed by the assignee unless the Agency releases the
assignor in writing or unless the Agency has approved the
assignee on the basis of the criteria set forth under (i),
(ii), and (iii) of the first paragraph of this Section 107,
in either of which events the assignor shall be released only
from those obligations arising prior to the effective date of
the assignment. In addition, no lender approved by the
Agency pursuant to Section 204 shall be required to execute
an assumption agreement and such lender's rights and
obligations hereunder shall be as set forth in Sections 410-
413 below.
-6-
0b/10/88
k",Wl
The restrictions of this Section 107
shall terminate upon issuance by the Agency of a Certificate
of Completion for the entire Project to be constructed on the
Site or, as to each Separate Development Parcel within the
Site, upon issuance by the Agency of a Certificate of
Completion with respect to said parcel.
II. [§200] ASSEMBLY OF THE SITE AND TASKS TO BE
ACCOMPLISHED PRIOR TO DISPOSITION OF THE CITY
PARCEL
A. [§201] AcqMisition of the Site
1. The Agency and Developer agree that in
order for the Developer to develop the Project on the Site in
accordance with this Agreement, the Developer must acquire
fee simple merchantable title to the Site free and clear of
all monetary liens and all recorded and unrecorded non -
monetary liens, encumbrances, easements, licenses, leases,
and other defects of title, excepting only (i) Exception Nos.
as shown on Schedule B of that certain
Preliminary Title Report dated , 198 ,
prepared by First American Title Insurance Company (Order No.
) and (ii) such other defects of title as may be
approved by the Developer in its reasonable discretion
(hereinafter collectively the "Approved Title Condition").
The Agency covenants that on or before
the date specified in the Schedule of Performance (Attachment
No. 3), the Agency shall acquire title to the City Parcel
from the City consistent with the Approved Title Condition.
In addition, the Agency covenants that on or before the date
specified in the Schedule of Performance, the Agency shall
request the City to initiate proceedings and determine
whether to vacate the Vacation Portion of the Site, as
provided in Section 202 below. Prior to the Effective date
hereof, the Developer (including affiliated entities of the
Developer) has acquired title to the Developer Parcel. The
purpose of this Section 201 is to set forth the procedures
for the Agency's acquisition of the remaining parcels and
property interests in the Site that remain to be acquired
(the "Agency Sales Parcels") in order to place title to the
Site in the Approved Title Condition.
2. Prior to the Effective Date of this
Agreement, the Agency has caused to be prepared and delivered
to the Developer updated acquisition appraisals for the
Agency Sales Parcels. The Developer has approved such
updated acquisition appraisals and represented to the Agency
that the Developer is prepared, subject to the other terms
and conditions set forth herein, to proceed to finance the
acquisition of the Agency Sales Parcels on the basis of such
updated appraisals. Within the time set forth in the
-7-
06/10/88
V
Schedule of Performance, the Developer shall deliver to the
Agency an irrevocable direct -pay letter of credit payable to
the Agency, in a form subject to the reasonable approval of
the Agency's counsel, drawn upon a bank or other financial
institution authorized to do business in the State of
California and which has been approved by the Chief of
Administrative Services for the City (who shall act
reasonably in making such determination), in an amount equal
to 150% of the sum of the Agency's updated appraisals
referenced above for the Agency Sales Parcels, and
conditioned for payment to the Agency (upon demand by its
Executive Director or authorized designee) for the Agency's
"Acquisition Costs" (as that term is defined below) of such
parcels.
3. Prior to the Effective Date of this
Agreement, the Agency has attempted to acquire by negotiated
purchase the Agency Sales Parcels. Provided that the
Developer timely delivers to the Agency the letter of credit
referenced in paragraph 2 above and further provided that the
Developer is not otherwise in default hereunder, within the
time set forth in the Schedule of Performance, the Agency
shall determine, in its sole discretion, and after the
appropriate public hearing, whether to acquire the Agency
Sales Parcels by exercise of its power of eminent domain. If
the Agency elects to exercise its power of eminent domain,
such election shall be made and the eminent domain action(s)
filed within the time set forth in the Schedule of
Performance; provided, that nothing in this Agreement shall
be deemed to constitute a commitment by Agency to condemn
property or a prejudgment of the matters required to be
considered as part of any decision to condemn property. Upon
Agency acquisition of any of the individual parcels or
property interests comprising the Agency Sales Parcels, the
Agency and Developer agree that said parcels shall be
conveyed to the Developer and said property interests shall
be terminated, and the Agency and Developer shall cooperate
and execute any documents required to effect such
conveyance(s) and to remove said property interests of
record.
In the event that the Agency exercises
its power of eminent domain to acquire the Agency Sales
Parcels, the Agency shall, subject to delays outside the
Agency's control, exercise best efforts to complete the
acquisition of such parcels and terminate such property
interests as soon as possible after the commencement of
eminent domain proceedings.
In
its power of eminent
Parcels, the Agency
request, exercise its
06/10/88
the event that the Agency exercises
domain to acquire the Agency Sales
shall, upon the Developer's written
best efforts to obtain a judicial order
_8_
or orders (hereinafter "Order of Prejudgment Possession")
authorizing the Agency to take possession of the premises
prior to the final order(s) of condemnation. Upon such
request, either the Developer shall deposit funds with the
Agency or the Agency shall be entitled to draw upon the
letter of credit referenced above in such amounts as have
been determined by the Agency to be necessary to secure the
Order of Prejudgment Possession, provided the Agency has
received a cormitment from the Title Company to issue a title
insurance policy immediately following the entry of the Order /
of Prejudgment Possession which is sufficient to enable the
Developer to obtain and close its construction and permanent
loans for the development of the Site (as reasonably
determined by the Developer). Notwithstanding any other
provision of this Agreement to the contrary, if, at any time
prior to the Agency's acquisition and termination of the
Agency Sales Parcels, the Agency provides to the Developer a
copy of an Order of Prejudgment Possession for all of the
individual parcels or property interests comprising the
Agency Sales Parcels, and:
(i) Agency delivers possession of the
premises which are the subject of the
Order of Prejudgment Possession; and
(ii) Agency is diligently proceeding with the
eminent domain action(s) seeking the
rendering of a final judgment or
judgments, which judgment or judgments
would authorize the taking, and the
Agency agrees to convey fee title to the
parcel or terminate the property
interest, as applicable, when Agency
completes the acquisition thereof; and
(iii) The right of possession conveyed by the
Agency to the Developer is sufficient to
enable the Developer to obtain a title
insurance policy as necessary to close
its construction and permanent loans for
the development of the Site;
then, subject to the Developer's acquisition of all other
parcels and property interests required by the Developer with
respect to the Site, as provided below, the Developer shall
accept such right of possession and proceed with the
development of the Site, or Separate Development Parcel
thereof, with the date of transfer of possession from the
Agency to the Developer treated the same as the date of close
of, escrow for purposes of the Developer's obligation to
proceed with and complete construction.
-9-
06/10/88
Upon the request of the Title Company,
the Agency shall execute an indemnification agreement in form
satisfactory to such Title Company and reasonably
satisfactory to the Agency by which the Agency shall agree to
indemnify the Title Company for any losses, damages and
expenses incurred by the Title 'Company in the event of the
Agency's abandonment of the eminent domain proceedings.
Nothing herein shall be deemed to obligate the Agency to pay
for any additional premium or other charge necessary for the
issuance of said title policy. In the event that the Title
Company declines to issue a title insurance policy under such
circumstances, the Developer's obligation to commence and
complete the construction shall not commence to run 'until
title to the Site is held by the Developer consistent with
the Approved Title Condition.
4. The Developer shall advance to the Agency
all of the "Acquisition Costs," as defined below, for the
Agency Sales Parcels. Subject to the other terms and
conditions of this Agreement, the Agency shall submit written
invoices to the Developer as funds are required, together
with such written documentation supporting such invoices as
may be reasonably requested by the Developer. Invoices shall
be due and payable within fifteen (15) days after receipt.
If the Developer fails to tinely pay an invoice (but not
before), the Agency may make a direct demand on the letter of
credit required to be provided by the Developer in accordance
with paragraph 2 above. In the event that the Agency
reasonably determines at any time that the letter of credit
is insufficient to cover the Agency's Acquisition Costs, the
Developer shall, upon fifteen (15) days written notice from
the Agency, increase the amount of the letter of credit
accordingly. The Developer shall renew or obtain a
substituted letter of credit (meeting the same requirements
for the initial letter of credit) within forty-five (45) days
prior to expiration thereof or the Agency, upon fifteen (15)
days written notice to the Developer, shall be entitled to
demand full payment under the existing letter of credit. In
the event that the amount of the letter of credit at any time
exceeds the remaining amount required to cover the Agency's
Acquisition Costs, the Agency agrees, upon written request of
the Developer, to act reasonably to acknowledge such, if such
be the case, and authorize an appropriate reduction in the
amount thereof. The obligation of the Developer to maintain
the letter of credit (in such adjusted principal amount)
shall be terminated when all of the Agency's Acquisition
Costs have been fully paid.
The term Agency's "Acquisition Costs" as
used herein shall mean all costs reasonably incurred by the
Agency after the Effective Date of the First Amended DDA for
acquisition of any of the individual parcels and property
interests comprising the Agency Sales Parcels.
-10-
06/10/88
N
Notwithstanding any other provision of this Agreement to the
contrary, the term Agency's "Acquisition Costs" shall exclude
the following, which are an Agency responsibility under
Paragraph 2 of the "Method of Financing" (Attachment No. 8):
(i) Agency administrative, overhead, and
personnel expense; provided, however,
that if the Agency utilizes the City
Attorney's office to prosecute an eminent
domain action or actions, the term
"Acquisition Costs" shall include the
salary, fringe benefit, and other
personnel expenses reasonably allocable
to such services;
(ii) the first One Million Dollars
($1,000,000) of expenses incurred for the
following limited purposes: (a) benefits
and assistance to be provided to relocate
occupants of the Site who nay be entitled
to such payments; (b) costs relating to
the acquisition of rights of surface
entry to drill into, through, and to use
and occupy any part of the Site lying
more than 500 feet below the surface
thereof for any and all purposes
incidental to the exploration for and
production of oil, gas, hydrocarbon
substances, or minerals; and (c)
compensation for the acquisition of oil
wells, oil drilling equipment, pipelines,
tanks, and related property, together
with benefits and assistance to be
provided to relocate any such property
from the Site; it being understood and
agreed th t the Agency has expended the
sum of o�Ctr, Ec. S 000� Dollars
($* ) of I such amount between
the Effective Date of the First Amendment
and the Effective Date hereof;
(iii) expenses incurred to extend certain
utilities to the Site and to relocate and
underground certain existing utilities
(water, sewer, gas, electrical, and
telephone) on the Site, including the
public streets and alleys to be
abandoned, as more particularly described
in Paragraphs II.G and III.B of the Scope
of Development (Attachment No. 7); and
(iv) Agency payments, prior to the final award
of compensation in an eminent domain
-11-
06/10/88
V
action, to the owner of a parcel or
property interest being acquired, to the
extent such payments exceed the amount of
the approved updated acquisition
appraisal for such parcel or property
interest as referenced in paragraph 2
above, unless the Developer shall have
agreed in writing to pay such higher
amount.
Except as specifically Iimited
hereinabove, the Agency's Acquisition Costs shall include,
but not be limited to, costs for real estate purchases and
option agreements, escrow fees and charges, title insurance,
relocation expenses, court judgments, court costs, attorney's
fees, appraisal fees, and expert witness fees.
The Agency shall exercise all reasonable
efforts to conserve funds so as to minimize its Acquisition
Costs, consistent with its obligations under applicable laws.
During the entire property acquisition process, the Agency
and Developer shall informally consult with and inform one
another regarding the status of the acquisitions and any
matters which may significantly affect the timing and costs
of the acquisition(s).
Prior to the Effective Date of this
Agreement, the Agency has informed the Developer that the
Agency has retained the following contract consultants to
assist the Agency in the acquisition process: John Cutler
and Associates (acquisition consultants), Richard Metcalf
(appraiser), Redwine and Sherrill and Justin McCarthy and
Stradling, Yocca, Carlson and Rauth and Thomas P. Clark, Jr.
(special legal counsel), and Pacific Relocation Consultants
(relocation consultants). The Agency agrees that it shall
not utilize any additional or different contract consultants,
and shall not change its existing contractual arrangements
with its existing contract consultants, without the
Developer's prior written approval, which approval shall not
be unreasonably withheld.
B. [§2023 Street Vacation
Provided that the Developer is not in default
of its obligation under this Agreement, within the time set
forth in the Schedule of Performance (Attachment No. 3), the
Agency shall request the City to initiate proceedings and
determine whether to vacate certain portions of city streets
and alleys (the "Vacation Portion") as depicted on the Site
Map (Attachment No. 1), and to convey all of the City's
right, title, and interest in the Vacation Portion to the
Developer. It is understood that the resolution approving
such street and alley vacations shall be conditioned to be
-12-
06/10/88
effective concurrently with the close the escrow referenced
in Section 303 below for the Agency's conveyance to the
Developer of the City Parcel.
C. [§203] Development and Building Approvals
Prior to the Effective Date of this Agreement,
the Developer has obtained the following discretionary land
use approvals required from the City and Agency for
development of the Site, including the following
(collectively, the "Approvals"): (i) Code Amendment No.
88-03 and the corresponding amendment to the City's certified
Local Coastal Plan which accommodates the residential portion
of the Project; (ii) Conditional Use Permit No. 88-7, with
special permits, (iii) Coastal Development Permit No. 88-3,
and (iv) Tentative Tract No. 13478. In addition, on or about
the Effective Date of this Agreement, the City and Developer
will be entering into a Development Agreement which is
consistent with the Approvals and this Agreement.
If the Developer desires to make any
substantial changes in any of the foregoing Approvals,
whether before or after the close of the escrows referenced
in Article III of this Agreement, the Developer shall submit
the proposed change to the City and Agency for approval.
Within the times set forth therefor in the
Schedule of Performance (Attachment No. 3), the Developer
shall prepare and submit to the City a final tract map or
maps for the Site, grading and utility relocation plans, and
final building plans with respect to the Project. The final
tract map or maps shall substantially comply with the
approved tentative map, in accordance with law. The grading
and utility relocation plans and the final building plans
shall be consistent with all of the Approvals, shall comply
with all building, mechanical, plumbing, electrical, fire,
and other similar codes in effect as of the Effective Date of
this Agreement, and shall be in sufficient detail to obtain
grading, encroachment, and building permits, as applicable.
The staff of the Agency and Developer shall communicate and
consult informally as frequently as is necessary to ensure
that the formal submittal of any documents so the City can
receive prompt consideration.
D. [§204] Evidence of Financing Commitments
Within the time set forth in the Schedule of
Performance (attachment No. 3), the Developer shall submit to
the Agency evidence reasonably satisfactory to the Agency
that the Developer has obtained the financing necessary for
the development of the Project on the Site.
-7.3-
06/10/88
following:
Such evidence of financing shall include the
a. A copy of the commitment or
commitments obtained by the
Developer for the mortgage loan or
loans (both for interim construction
financing and take out financing) to
assist in financing the construction
of the Project (as defined in the
Scope of Development, Attachment No.
7), certified by the Developer to be
a true and correct copy or copies
thereof. The commitments for
financing shall be in such form and
content acceptable to the Agency as
reasonably evidences a firm and
enforceable commitment, with only
those conditions which are standard
or typical for the lender(s)
involved for similar projects; and
b. Sufficient information (e.g., an
annual report) regarding the con-
struction and permanent lenders to
enable the Agency to determine
whether or not such lender(s) has
(have) sufficient financial
resources to fund the loan(s); and
c. A financial statement and/or other
documentation satisfactory to the
Agency as evidence of other sources
of capital sufficient to demonstrate
the Developer has adequate funds
committed to cover the difference,
if any, between construction and
development cost minus financing
authorized by mortgage loans; and
d. A copy of the contract between the
Developer and each general
contractor for the construction of
both portions of the Project,
certified by the Developer to be a
true and correct copy thereof, and
with the understanding that the
Developer reserves the right to
construct the residential portion of
the Project as an t'owner-builder."
The Agency shall exercise reasonable diligence
to complete its review and approve or disapprove the
-14-
06/10/88
V
Developer's evidence of financing within forty-five (45) days
after receipt of the Developer's request for approval. If
the Agency shall disapprove any such evidence of financing,
it shall do so by written notice to the Developer stating the
reasons for such disapproval.
E. [§205] Evidence of Theatre Lease
Within the time set forth in the Schedule of
Performance (Attachment No. 3), the Developer shall submit to
the Agency evidence reasonably satisfactory to the Agency
that the Developer has entered into a long -tern lease with a
theatre company for the operation of the theatre building to
be constructed on the Commercial Portion of the Site. A
fully executed memorandum of lease identifying the parties,
the leased premises, and the lease term shall be sufficient
to satisfy the requirements of this Section 205. In no event
shall the Developer be required to submit the full lease to
the Agency for review.
The Agency shall exercise reasonable diligence
to complete its review and approve or disapprove the
Developer's evidence regarding the threatre lease within
forty-five (45) days after receipt of the Developer's request
for approval. If the Agency shall disapprove the Developer's
evidence regarding the theatre lease, it shall do so by
written notice to the Developer stating the reasons for such
disapproval.
III. [§300)
DISPOSITION OF THE AGENCY SALES
PARCELS AND THE CITY PARCEL
A. [§301) Disposition of the Agency Sales
Parcels
Subject to all of the other terms and
conditions set forth in this Agreement, the Agency agrees to
sell to the Developer and the Developer agrees to purchase
from the Agency the individual parcels and property interests
comprising the Agency Sales Parcels. The Developer's
purchase price for each individual parcel or property
interest comprising the Agency Sales Parcels shall be (i) the
Agency's _"Acquisition Costs" therefor, as that term is
defined in Section 201.4 above, which shall be paid to the
Agency outside of escrow in accordance with Section 201.2 and
201.4.
The Agency shall convey to the Developer title
to each of the individual parcels and property interests
comprising the Agency Sales Parcels concurrently with Agency
acquisition thereof, conditioned only upon the Developer's
having advanced or paid the Acquisition Costs therefor in
accordance with Section 201 and the performance by Developer
-15-
06/10/88
of its obligations under Section 303 below. It is understood
that the Agency may convey to the Developer possession of
some or all of the individual parcels and property interests
comprising the Agency Sales Parcels at an earlier time,
pursuant to an Order of Prejudgment Possession obtained
pursuant to Section 201.3.
B. [§302] Disposition of the City Parcel
Subject to all of the other terms and
conditions set forth in this Agreement, the Agency covenants
that it shall acquire the City Parcel from the City and sell
such parcel to the Developer and the Developer agrees to
purchase the City Parcel from the Agency. The Developer's
purchase price for the City Parcel shall be the sum of One
Dollar ($1.00), payable outside of the escrow to be
established in accordance with Section 303.
The Agency shall convey to the Developer title
to the City Parcel within thirty (30) days after each of the
following conditions precedent have been satisfied (or waived
by the party for whose benefit the condition is provided):
(i) The Agency shall have acquired all of the
individual parcels and property interests
comprising the Agency Sales Parcels (or
the Agency shall have obtained an order
of Prejudgrent Possession for any of
such parcels or property interests for
which fee title has not yet been
obtained, with such Order meeting the
requirements of Section 201.3 above);
(ii) The City Council shall have adopted its
resolution conditionally approving
vacation of the Vacation Portion of the
Site, as referenced in Section 202 above,
with such vacation(s) to be effective
concurrently with the close of the escrow
for the City Parcel;
(iii) All of the Approvals referenced in
Section 203 above (including without
limitation the California Coastal
Commission's certification of the
amendment to the City's Local Coastal
Plan) are "final" (i.e., the time for
filing all available administrative
appeals and judicial actions challenging
any of the Approvals has expired without
any such appeals or actions being filed
or, in the event any such administrative
appeal or judicial action is filed, at
-16-
ObJIOf 88
such time that the sane, including any
available appeal therefrom, is finally
and successfully resolved in favor of the
City, Agency, and/or Developer, as
applicable), the Developer shall have
obtained City approval of all final tract
maps, grading plans, and utility
relocation plans required to be approved
pursuant to Section 203 above for the
Project, and the City shall be prepared
to issue the necessary permits therefor
at the close of escrow;
(iv) The Agency shall have approved the
Developer': evidence of financing
commitments for the Project pursuant to
Section 204 above;
(v) The Agency shall have approved the
Developer's evidence of having entered
into the theatre lease pursuant to
Section 205 above;
(vi) The Developer is not in material default
of any of its obligations under this
Agreement (provided, that this condition
is for the benefit of the Agency only);
and
(vii) The Agency is not in material
default of any of its obligations under
this Agreement (provided, that this
condition is for the benefit of the
Developer only).
The foregoing provisions shall not be construed to relieve
either party of its responsibility for performance of its
obligations under this Agreement, nor to limit the non -
defaulting party's remedies for the defaulting party's
breach.
The provisions of Section 301, this Section
302, and the Schedule of Performance (Attachment No. 3)
governing the timing for the effective date of the City
Council resolution vacating the Vacation Portion and the
escrow closing date for the City Parcel are intended to
assure the Agency that the entire Project will be constructed
as a single phase. In this regard, the Agency has expressed
concern about the alternative of conveying the City Parcel to
the Developer (for $1.00), allowing the Developer to proceed
with development on the Residential Portion of the Site (in
which the City Parcel is located) in advance of development
of the Commercial Portion, and risking the Developer's not
-17-
06/10/88
proceeding with development of the Commercial Portion. For
its part, the Developer has expressed concern that Agency
delays in acquiring that portion of the Agency Sales Parcels
within the Commercial Portion of the Project may
unnecessarily delay development of the entire Project, and
the Developer would prefer to have the right, subject to
providing sufficient assurances to the Agency that the Agency
investment in the overall Project is protected and that the
Developer has the incentive to proceed with the entire
Project, to close escrow on the City Parcel and proceed with
development of the Residential Portion if acquisition of the
balance of the Site is delayel. This Agreement does not
provide for the alternative of phasing development between
the Residential Portion or Commercial Portion. The Agency
agrees, however, that if it completes the acquisition of
those individual parcels and/or property interests comprising
the Agency Sales Parcels within either the Residential
Portion or the Commercial Portion, but not both, and its
acquisition of the balance of the Agency Sales Parcels is
delayed, upon request of the Developer, the Agency shall
consider reasonable requests by the Developer to amend this
Agreement to provide for a phased development so long as the
Agency's interests in protecting its investment and
accomplishing the overall development of the Site are
protected.
C. [§303] Escrow
The Agency agrees to open an escrow or escrows
with First American Title Insurance Company, or such other
escrow agent as may be mutually approved by the Agency and
Developer (hereinafter the "Escrow Agent") for the
disposition to Developer of the City Parcel and the Agency
Sales Parcels, respectively, in Orange County, California,
within the times established therefor in the Schedule of
Performance (Attachment No. 3). This Agreement constitutes
the joint basic escrow instructions of the Agency and
Developer. A duplicate original of this Agreement shall be
delivered to the Escrow Agent upon the opening of each
escrow. The Agency and Developer shall provide such
additional escrow instructions as shall be necessary for and
consistent with this Agreement. The Escrow Agent is hereby
empowered to act under this Agreement, and the Escrow Agent,
upon indicating within five (5) days after the opening of
each escrow its acceptance of the provisions of this section
303, in writing, delivered to the Agency and the Developer,
shall carry out its duties as Escrow Agent hereunder. The
Escrow Agent's responsibilities shall be limited to
performing its duties under this Article III.
Upon delivery of the deed(s) to the applicable
parcel(s) and property interests pursuant to Section 307 of
this Agreement, the Escrow Agent shall record the deed(s)
-lg..
06/10/88
when title can be delivered to the Developer in accordance
with the terms and provisions of this Agreement. The Escrow
Agent shall pay any applicable transfer tax.
The consideration payable pursuant to this
Agreement with respect to the City Parcel and the Agency
Sales Parcels shall be handled outside of escrow, and is a
matter with which the Escrow Agent need not be concerned.
The Developer shall deposit the fully executed
and recordable Subordinated Deed of Trust (Attachment No. 9)
in the escrow for the City Parcel and shall pay in each
escrow to the Escrow Agent all fees, charges and costs
promptly after the Escrow Agent has notified the Developer of
the amount of such fees, charges, and costs, but not earlier
than ten (10) days prior to the scheduled date for closing
the Escrow.
The Agency shall timely and properly execute,
acknowledge and deliver the deed(s), in the form referenced
in Section 305 and set forth in the "Form of Deed"
(Attachment No. 4), together with an estoppel certificate
certifying that the Developer has completed all acts
necessary to entitle the Developer to the conveyance, if such
be the fact.
The Escrow Agent is authorized to:
1. Pay, and charge the Developer for any
fees, charges and costs payable under
this Section 303 of this Agreement.
Before such payments or charges are made,
the Escrow Agent shall notify the
Developer of the fees, charges and costs
necessary to clear title and close the
escrow.
2. Disburse funds and deliver the deed(s),
title insurance policy or policies, and
other documents to the parties entitled
thereto when the conditions of this
escrow have been fulfilled by the Agency
and the Developer.
3. Record any instruments delivered through
this escrow, if necessary or proper, to
deliver insurable fee title to the
Developer in accordance with the terms
and provisions of this Agreement. If the
Developer so instructs, the Escrow Agent
shall record the deed of trust or
mortgage in favor of any lender approved
by the Agency pursuant to Sections 107
-19-
06/10/88
and 204 hereof prior to recordation of
the Subordinated Deed of Trust set forth
as Attachment No. 9 hereto.
All funds received in this escrow shall be
deposited by the Escrow Agent with other escrow funds of the
Escrow Agent in an interest earning general escrow account or
accounts with any state or national bank doing business in
the State of California. Such funds may be transferred to
any other general escrow account or accounts. All
disbursements shall be made by► check of the Escrow Agent.
All adjustments are to be made on the basis of a thirty (30)
day month.
If this escrow is not in condition to close on
or before the time established therefor in Section 304 of
this Agreement, either party who then shall have fully
performed the acts to be perforned before the scheduled close
of escrow may, in writing, demand fron the Escrow Agent the
return of its money, papers or documents deposited with the
Escrow Agent. No demand for return shall be recognized until
ten (10) days after the Escrow Agent shall have mailed copies
of such demand to the other party or parties at the address
of its or their principal place or places of business.
Objections, if any, shall be raised by written notice to the
Escrow Agent and to the other party within the ten (10) day
period, in which event the Escrow Agent is authorized to hold
all money, papers and documents with respect to the
applicable parcel(s) until instructed by a mutual agreement
of the Agency and Developer, or by a court of competent
jurisdiction. If no such demands are made, the escrow shall
be closed as soon as possible.
The Escrow Agent shall not be obligated to
return any such money, papers or documents except upon the
written instructions of both the Agency and the Developer or
until the party entitled thereto has been determined by a
final decision of a court of competent jurisdiction.
Any amendment to these Escrow Instructions
shall be in writing and signed by both the city and Agency as
applicable, and the Developer. At the time of any amendment,
the Escrow Agent shall agree to carry out its duties as
Escrow Agent under such Amendment.
All communications from the Escrow Agent to
the Agency and the Developer shall be directed to the
addresses and in the manner established in Section 601 of
this Agreement for notices, demands and communications
between Agency and the Developer.
The Agency will cooperate with the preparation
and accommodation of the use of alternative escrow
-20--
06/10/88
V
instructions (allocating costs in the manner hereinabove set
forth) in the event requested by a lender or lenders for the
Developer.
D. [§304] Close of Escrow and Transfer and
Delivery of Possession
Subject to any extensions of time mutually
agreed upon between the Agency and the Developer, the close
of escrow for the City Parcel and the individual parcels and
property interests comprising the Agency Sales Parcels shall
be completed on or prior to the date specified therefor in
Sections 301 and 302, as applicable, and the Schedule of
Performance (Attachment No. 3). The Developer shall, at its
cost, perform all acts on its part to be performed necessary
to the transfers in sufficient time for title to be delivered
in accordance with the foregoing provisions.
Possession shall be delivered to the Developer
concurrently with the close of escrow, except as provided in
Section 201.3.
E. [§305] Form of Deed
The Agency shall transfer to the Developer
title to the City Parcel and the individual parcels
comprising the Agency Sales Parcels pursuant to grant deed in
the form attached hereto as Attachment No. 4, with title in
the condition provided in Section 306 of this Agreement.
F. [§306] Condition of Title
The Agency shall convey title to the City
Parcel and the individual parcels comprising the Agency Sales
Parcels consistent with the Approved Title Condition
referenced in the first paragraph of Section 201.1.
G. [§307] Time for and Place of Delivery of
Deed
Subject to any mutually agreed upon extensions
of time, the Agency shall deliver the deed(s) on or before
the date(s) established for the close of escrow.
H. [§308] Taxes and Assessments
Ad valorem taxes and
the City Parcel levied, assessed oz
commencing prior to the close of esci
Agency (or City). Ad valorem taxes
on the individual parcels comprising
assessed or imposed for any period
escrow shall be borne either by the
_21_
06/10/88
assessments, if any, on
imposed for any period
,ow shall be borne by the
and assessments, if any,
the Agency Sales Parcels
prior to the close of
current owner(s) thereof
V
or by the Developer, and any of such taxes and assessments
imposed after the close of escrow shall be borne by
Developer.
I. [§309]
Recordation of Deed
The Escrow Agent shall file each deed(s) for
recordation among the land records in the office of the
County Recorder for Orange County, and shall deliver to the
Developer a title insurance policy in conformity with Section
310 of this Agreement.
J. [0 10] Title Insurance
Concurrently with recordation of each deed,
First American Title Insurance Company or such other title
insurance company as may be mutually approved by the Agency
and Developer (the "Title Company"), shall provide and
deliver to the Developer an ATLA Survey and Owner's and
Lender's ALTA Extended Coverage (Form B) policy or policies
of title insurance issued by the Title Company insuring that
title is vested in the Developer in the condition required
herein. The Title Company shall provide the Agency with a
copy of each such title insurance policy. The amount of the
policy and any special endorsements shall be as requested by
the Developer, if made available by the Title Company. The
Developer shall pay the cost of obtaining said title policy.
K. [§311] occupants of the City Parcel and
Agency Sales Parcels
Possession of the City Parcel and the
individual parcels comprising the Agency Sales Parcels shall
be delivered to the Developer with no possessory rights or
possession by others, except as may be consistent with the
approved condition of title referenced in Section 306.
L. [§312] Physical Condition of the City
Parcel and the Agency sales Parcels;
Developer's Right of Access Prior to
Close of Escrow
The Agency represents to the Developer that,
as of the Effective Date of this Agreement and as of the
close of escrow for the City Parcel, the Agency and City and
their respective officers, employees, and agents have no
knowledge and no reasonable cause to believe that any release
of "hazardous substance" has cone to be located on or beneath
the City Parcel. As used herein, the term "hazardous
substance" shall have the same meaning as in California
Health and Safety Code Section 25359.7(a). Otherwise, the
City Parcel and the Agency Sales Parcels shall be transferred
to the Developer in an "as is" physical condition and,
-22-
06/10/88
V
subject only to paragraph 2 of the Method of Financing
(Attachment No. 8), the Developer shall be responsible for
all costs incurred in demolishing and clearly existing
improvements from the Site inccnsistent with the Developer's
approved plans, and all costs incurred in preparing the Site
for the construction of the Project.
Prior to the close of escrow for the City
Parcel, the Agency and City hereby grant to the Developer,
and the Developer's agents, employees, and independent
contractors, the right of access to and entry upon the City
Parcel and the Vacation Portion for the purpose of inspection
thereof, and conducting surveys, soils tests, and similar
work. Any preliminary work by the Developer pursuant to this
Section 312 shall be undertaken only after securing any
necessary permits from the appropriate governmental agencies.
The Developer shall indemnify, defend, and hold harmless the
City and Agency from and against any claims or liabilities
arising out of any injury or damages which may occur because
of any activity of or on behalf of the Developer pursuant to
this Section 312. In addition, if this Agreement is
terminated prior to the close of escrow, the Developer shall
restore the City Parcel and/or the Vacation Portion to the
condition existing prior to any such tests or similar work
performed hereunder.
IV. [§4003
DEVELOPMENT OF THE SITE BY THE DEVELOPER
A. [§401] Scope of Development
The Site shall be developed as provided in the
Approvals, this Agreement (including the Scope of Development
(Attachment No. 7)), the plans and related documents yet to
be approved by the City pursuant to Section 203, and the
Development Agreement between the City and Developer, as the
same may be amended from time to time.
B. [§402]
Cost of Construction
All of the cost of demolishing and clearing
existing improvements from the Site and developing and
constructing all of the on -Site and off -Site improvements to
be provided pursuant to this Agreement shall be allocated
between the Developer and Agency as set forth in the Method
of Financing (Attachment No. 8).
C. [§403]
Construction Schedule
The Developer and Agency
complete all construction and development
them within the times specified in
Performance (Attachment No. 3).
-23-
06/l0/88
shall begin and
required of each of
the Schedule of
k".0t
D. [§404] Bodily Injury and Property Damage
Insurance
The Developer shall defend, assume all
responsibility for and hold the Agency and its officers and
employees, harmless from all claims or suits for, and damages
to, property and injuries to persons, including accidental
death (including attorney's fees and costs), which may be
caused by any of the Developer's activities under this
Agreement, whether such activities or performance thereof be
by the Developer or anyone directly or indirectly employed or
contracted with by the Developer and whether such damage
shall accrue or be discovered before or after termination of
this Agreement. Prior to the commencement of construction,
the Developer shall take out and maintain during the entire
construction period (until issuance of a Certificate of
Completion with respect to the entire Site or, with respect
to each Separate Development Parcel within the Site, until
issuance of a Certificate of Ccmpletion with respect to said
parcel, all in accordance with Section 415 below), an
"occurrence (as opposed to "claims made") basis comprehensive
liability policy in the amount of Five Million Dollars
($5,000,000.00) combined single limits (part of which
coverage may be provided by umbrella policies), including
contractual liability, as shall protect the Developer and
Agency from claims for such danages.
The Developer shall furnish a certificate of
insurance in form acceptable to the Agency countersigned by
an authorized agent of the insurance carrier on a form of the
insurance carrier setting forth the general provisions of the
insurance coverage. This ccuntersigned certificate shall
name the Agency as an additicnal insured under the policy.
The certificate by the insurance carrier shall contain a
statement of obligation on the part of the carrier to notify
the Agency of any material change, cancellation or
termination of the coverage at least thirty (30) days in
advance of the effective date of any such material change,
cancellation or termination. Coverage provided hereunder by
the Developer shall be primary insurance and not contributing
with any insurance maintained by the Agency, and the policy
shall contain such an endorsenent. The insurance policy or
the certificate of insurance shall contain a waiver of
subrogation for the benefit of the Agency. The required
certificate shall be furnished by the Developer prior to the
issuance of building permits.
Notwithstanding the foregoing, the Developer
shall also furnish or cause to be furnished to the Agency
evidence satisfactory to the Agency that any contractor with
whom it has contracted for the performance of work on the
Site or othem ise pursuant to this Agreement carries workers'
compensation insurance as required by law.
-24-
06/10/88
The Developer's obligations to obtain and
maintain insurance shall be limited by what is commercially
available in the insurance market.
E. [§405] City and OtherGovernmental Agency
Permits -- .
Before commencement of construction or
development of any buildings, structures or other works of
improvement upon the Site or within the Project Area, the
Developer shall, at its own expense, secure or cause to be
secured any and all permits which may be required by the City
or any other governmental agency affected by such
construction, development or work. The Agency shall provide
all proper assistance to the Developer in securing such
permits pertaining to the Project. All application, permit,
and inspection fees charged by the City or Agency shall be in
accordance with the City's uniform fee schedule and the
Development Agreement.
F. [§406] Rights of Access
For the purpose of assuring compliance with
this Agreement, representatives of the Agency shall have the
right of access to the Site, without charges or fees, at
normal construction hours during the period of construction
for the purposes of this Agreement, including, but not
limited to, the inspection of the work being performed in
constructing the Developer Improvements, so long as they
comply with all safety rules. Such representatives of the
Agency shall be those who are so identified in writing by the
Executive Director of the Agency. Each such representative
of the Agency shall identify himself or herself at the job
site office upon his/her entrance to the Site, and shall
provide the Developer, or the construction superintendent or
other person in charge on the Site, a reasonable opportunity
to have a representative accompany him/her during such
inspection.
The Agency, for itself and for the City and
other public agencies, at their sole risk and expense,
reserves the right to enter the Site or any part thereof at
all reasonable times for the purpose of construction,
reconstruction, maintenance, repair or service of any public
improvements or public facilities located on the Site. Any
such entry shall be made only after reasonable notice to the
Developer; provided, however, that the City and the Agency
(and their respective officers, agents, and employees) may
enter upon the Site without necessity of prior notice to the
Developer in the event of any emergency or similar situation
in which it is not practicable to provide prior notice to the
Developer. In addition to the foregoing, the Agency and the
City shall at all times retain the unrestricted right of
-25--
06/10/88
access to all publicly owned areas adjacent to the Site. In
the event the Agency or City exercise the right of entry
provided herein, the Agency agrees to promptly repair any
damage to the Site and any improvements thereon and restore
the same to their condition prior to such entry. In
addition, the Agency agrees in such event to indemnify,
defend, and hold harmless the Developer, Developer's
successors and assigns, and their officers, employees, and
agents, from and against any and all claims or liabilities
for personal injury or death, property damage, or economic
loss arising out of the exercise of such rights.
The Developer and the Agency agree to
cooperate in placing and maintaining on the Site one sign
indicating the respective roles of the Developer and the
Agency in the project.
G. [§407] Local, State and Federal Laws
Subject to the Development Agreement, the
Developer agrees to carry out the construction of the Project
in conformity with all applicable laws. The Developer
acknowledges that certain funds made available by the Agency
pursuant to paragraph 2(b) of the Method of Financing
(Attachment No. 8) nay be provided by or derived from the
United States Department of Housing and Urban Development
(11HUD") in connection with its Community Development Block
Grant ("CDBG") program. The Developer assumes all
responsibility for complying with all applicable requirements
and/or limitations imposed by virtue of such program or
source of funds, including without limitation anti --
speculation and nondiscrimination provisions; the Agency
agrees to promptly notify the Developer of any such
requirements.
H. [§408] Antidiscrimination During Construc-
tion
The Developer, for itself and its successors
and assigns, agrees that in the construction of the Developer
Improvements provided for in this Agreement, the Developer
will not discriminate against any employee or applicant for
employment because of race, color, creed, religion, age, sex,
marital status, handicap, national origin or ancestry.
I. [§409] Taxes, Assessments, Encumbrances and
Liens
The Developer shall pay when due all real
estate taxes and assessments on the Site levied subsequent to
the transfer of title to Developer. Prior to the issuance of
a Certificate of Completion with respect to each Separate
Development Parcel within the Site, the Developer shall
_26--
06/10/88
remove or have removed any levy or attachment made on such
parcel, or assure the satisfaction thereof, within a
reasonable time but in any event prior to a sale thereunder.
Nothing herein contained shall be deemed to prohibit the
Developer froir. contesting the validity or amounts of any tax
assessment, encumbrance or lien, nor to limit the remedies
available to the Developer in respect thereto.
J. [§410] Holder Not Obligated to Construct
Improvements
The holder of any mortgage or deed of trust or
other conveyance for financing authorized by this Agreement
shall not be obligated by the provisions of this Agreement to
construct or complete the improvements or to guarantee such
construction or completion; nor shall any covenant or any
other provision in the deed for the City Parcel or any of the
individual parcels comprising the Agency Sales Parcels be
construed so to obligate such holder. Nothing in this
Agreement shall be deemed to construe, permit or authorize
any such holder to devote the Site or any Separate
Development Parcel thereof to any uses or to construct any
improvements thereon, other than those uses or improvements
provided for or authorized by this Agreement.
K. [§411] Notice of Default to Mortgagee or
Deed of Trust Holders; Right to Cure
With respect to any mortgage, deed of trust,
or other conveyance for financing granted by Developer as
provided herein, whenever the Agency shall deliver any notice
or demand to Developer with respect to any breach or default
by the Developer in completion of construction of the
Project, the City or Agency, as applicable, shall at the same
time deliver to each holder of record of any mortgage, deed
of trust, or other conveyance for financing authorized by
this Agreement a copy of such notice or demand provided that
such holder has requested such notice by writing received by
the City or Agency. No notice of default shall be effective
as to the holder unless such notice if given. Each such
holder shall (insofar as the rights of the Agency are
concerned) have the right, at its option, within sixty (60)
days after the receipt of the notice, to cure or remedy or
commence to cure or remedy any such default and to add the
cost thereof to the mortgage debt and the lien of its
mortgage. Nothing contained in this Agreement shall be
deemed to permit or authorize such holder to undertake or
continue the construction or completion of the Project
(beyond the extent necessary to conserve or protect the
improvements or construction already made) without first
having expressly assumed the Developer's obligations to the
Agency by written agreement meeting the requirements of
Section 107. Any such holder properly completing such
-27-
06/10/88
IW
improvements shall be entitled, upon compliance with the
requirements of Section 415 of this Agreement, to a
Certificate of Completion (as therein defined).
L. [§412] Failure of Holder to Complete
Improvements
In any case where, sixty (60) 'days after
default by the Developer in completion of construction of the
Project under this Agreement, the holder of any mortgage or ;
deed of trust creating a lien or encumbrance upon the Site or i'-
any part thereof has not exercised the option to construct,
or if it has exercised the option and has not proceeded
diligently with construction, the Agency may purchase the
mortgage or deed of trust by payment to the holder of the
amount of the unpaid mortgage or deed of trust debt,
including principal and interest and all other sums secured
by the mortgage. or deed of trust. If the ownership of the
Site or any part thereof has vested in the holder, the
Agency, if it so desires, shall be entitled to a conveyance
from the holder to the Agency upon payment to the holder of
an amount equal to the sum of the following:
a. The unpaid mortgage or deed of trust debt
at the time title became vested in the
holder (less all appropriate credits,
including those resulting from collection
and application of rentals and other
income received during foreclosure
proceedings).
b. All expenses with respect to foreclosure
including reasonable attorney's fees;
c. The net expense, if any, incurred by the
holder as a direct result of the
subsequent management of the Site or part
thereof;
d. The costs of any improvements made by
such holder; and
e. An amount equivalent to the interest that
would have accrued on the aggregate of
such amounts had all such amounts become
part of the mortgage or deed of trust
debt and such debt had continued in
existence to the date of payment by the
Agency.
The foregoing rights of the Agency as set
forth in this Section 412 shall be in addition to and shall
-2&-
06/10/88
not diminish those rights of the Agency as fee owner of the
affected portion of the Site.
M. [§413] Right of the Agency to Cure Mortgage
or Deed of Trust Default
In the event of a mortgage or deed of trust
default or breach by the Developer prior to the completion of
the construction of the Project on the Site or any part
thereof and the holder of any mortgage or deed of trust has
not exercised its option to construct, the Agency may cure
the default. In such event, the Agency shall be entitled to
reimbursement from the Developer of all costs and expenses
incurred by the Agency in curing such default. The Agency
shall also be entitled to a lien upon the Site to the extent
of such costs and disbursements. Any such lien shall be
subject to the existing financing mortgages or deeds of
trust.
N. [§414] Right of the Agency to Satisfy Other
Liens on the Site After Title
Passes
After the close of the escrows provided for in
Section 303, and prior to the completion of construction, and
after the Developer has had a reasonable time to challenge,
cure or satisfy any liens or encumbrances on the Site, or
portion thereof, the Agency shall have the right to satisfy
any such liens or encumbrances, provided, however, that
nothing in this Agreement shall require the Developer to pay
or snake provision for the payment of any tax, assessment,
lien or charge, so Long as the Developer in good faith shall
contest the validity or amount thereof, and so long as such
delay in paynent shall not subject the Site or portion
thereof to forfeiture or sale.
O. [§415] Certificate of Completion
Promptly after completion of all construction
and development required by this Agreement to be completed by
the Developer upon the Site or each Separate Development
Parcel thereof, together with all of the improvements off of
said parcel which are required to be completed by the
Developer prior to commencement of business on said parcel,
but excluding normal and customary tenant improvement items,
the Agency Shall furnish the Developer with a Certificate of
Completion upon written request therefor by the Developer.
The Agency shall not unreasonably withhold any such
Certificate of Completion. Such Certificate of Completion
shall be a conclusive determination of satisfactory
completion of the construction required by this Agreement
upon the applicable parcel and the Certificate of Completion
shall so state. After recordation of such Certificate of
-29-
06/10/88
V
Completion, any party then owning or
leasing or otherwise acquiring any in
parcel covered by the Certificate of
(because of such ownership, purchase,
incur any obligation or liability under
that such party shall be bound by any
the deed (Attachment No. 4).
thereafter purchasing,
terest in the Site or
Completion shall not
lease or acquisition),
this Agreement except
covenants contained in
Each Certificate of Completion of construction
shall be in such form as to permit it to be recorded in the
Recorder's Office of Orange County.
If the Agency refuses or fails to furnish a
Certificate of Completion after written request from the
Developer, the Agency shall, within thirty (30) days of
written request therefor, provide the Developer with a
written statement of the reasons the Agency refused or failed
to furnish a Certificate of Completion. The statement shall
also contain Agency's opinion of the actions the Developer
must take to obtain a Certificate of Completion. If the
reason for such refusal is confined to the immediate
availability of specific items of materials for landscaping,
the Agency will issue its Certificate of Completion upon the
posting of a bond by the Developer with the Agency in an
amount representing a fair value of the work not yet
completed. If the Agency shall have failed to provide such
written statement within said thirty (30) day period, the
Developer shall be conclusively deemed entitled to the
Certificate of Completion.
Such Certificate of Completion shall not
constitute evidence of compliance with or satisfaction of any
obligation of the Developer to any holder of any mortgage, or
any insurer of a mortgage securing money loaned to finance
the improvements, or any part thereof. Such Certificate of
Completion is not a notice of completion as referred to in
the California Civil Code, Section 3093.
On or before the date that the Agency is
required to issue its final Certificate of Completion for the
Site, it shall further execute in recordable form and deliver
to the Developer such documents as may be reasonably
requested by the Developer or the Developer's lender
reconveying or releasing the lien of the Agency's
Subordinated Deed of Trust referenced in Section 612 and set
forth in Attachment No. 9.
V. [§500]
USE OF THE SITE
A. [§501] Uses
The Developer covenants and agrees for itself,
its successors., its assigns, and every successor in interest
-30-
06/10/88
to the Site and any Separate Development Parcel thereof, that
during construction and prior to the issuance of a
certificate of Completion with respect to the Site or said
parcel in accordance with Section 415, the Developer, such
successors and such assignees, shall not devote the Site or
such parcel to any uses not specified in or permitted under
the deed for the City Parcel and the Agency Sales Parcels, as
applicable (Attachment No. 4), the Approvals referenced in
Section 203 above, the Development Agreement, and the
Redevelopment Plan, the City's General Plan, and Title 9 of
the Ordinances of the City of Huntington Beach, as such
Redevelopment Plan, General Plan, and Title 9 exist as of the
Effective Date. The foregoing covenant shall run with the
land.
The Developer covenants by and for itself and
any successors in interest to the Site and any portion
thereof 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, age,
handicap, national origin or ancestry in the sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of
the Site or portion thereof, nor shall the Developer 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 Site or portion thereof. The
foregoing covenants shall run with the land.
The Developer shall refrain from restricting
the rental, sale or lease of the Site on the basis of race,
color, creed, religion, sex, marital status, handicap,
national origin or ancestry of any person. All such deeds,
leases or contracts shall contain or be subject to
substantially the following nondiscrimination or
nonsegregation clauses:
1. in deeds: "The grantee herein covenants
by and for himself or herself, his or her
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,
marital status, age, handicap, national
origin or ancestry in the sale, lease,
sublease, transfer, use, occupancy,
tenure or enjoyment of the land herein
conveyed, nor shall the grantee himself
or herself or any person claiming under
or through him or her, establish or
-31-
06/10/88
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 conveyed. The
foregoing covenants shall run with the
land."
2. In leases: "The lessee herein covenants
by and for himself or herself, his or her
heirs, executors, administrators and
assigns, and all persons claiming under
or through him or her, and this lease is
made and accepted upon and subject to the
following conditions:
"There shall be no dis
or segregation of any
persons on account of
religion, sex, marita.
age, ancestry or nati
leasing, subleasing,
occupancy, tenure or
premises herein leas
lessee himself or her;
claiming under or tr
establish or permit a:
practices of &
segregation with r
selection, location,
crimination against
person or group of
race, color, creed,
. status, handicap,
oval origin in the
transferring, use,
enjoyment of the
ed nor shall the
:elf, or any person
rough him or her,
q such practice or
scrimination or
eference to the
number, use or
occupancy or -uenanzs, lessees,
sublessees, subtenants or vendees in the
premises herein leased."
3. In contracts: "There shall be no
discrimination against or segregation of,
any person, or group of person on account
of race, color, creed, religion, sex,
marital status, age, handicap, ancestry
or national origin, in the sale, lease,
sublease, transfer, use, occupancy,
tenure or enjoyment of the premises, nor
shall the transferee himself or herself
or any person. claiming under or through
him or her, 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
premises."
-32-
06/10/88
The covenants contained in this Section 501
shall, without regard to technical classification and
designation, be binding for the benefit and in favor of the
Agency, its successors and assigns, and any successor in
interest to the Site or any part thereof.
B. [§502] Effect and Duration of Covenants
The Agency is deemed the beneficiary of the
terms and provisions of this Article V and of the covenants
set forth therein running with the land, for and in its own
rights and for the purposes of protecting the interests of
the community and other parties, public or private, in whose
favor and for whose benefit said covenants running with the
land have been provided. Such covenants are not for the
benefit of, and may not be enforced by anyone except as
provided herein; provided that the Agency assumes no
responsibility for the efficacy of the foregoing part of this
sentence. Such covenants shall run in favor of the Agency,
without regard to whether the Agency has been, remains or is
an owner of any land or interest therein in the Site or in
the Project Area. The Agency shall have the right, if such
covenants are breached, to exercise all rights and remedies,
and to maintain any actions or suits at law or in equity or
other proper proceedings to enforce the curing of such
breaches to which it or any other beneficiaries of said
covenants may be entitled. This Section 502 shall not limit
the rights and remedies of the Agency pursuant to the deeds
to the City Parcel or the Agency Sales Parcels (Attachment
No. 4).
Notwithstanding any other provision of this
Agreement to the contrary, the covenants contained in this
Agreement (excepting only any unperformed covenants contained
in- the Method of Financing [Attachment No. 8]) shall
terminate and be of no further force or effect as to the
Site, or each Separate Development Parcel thereof, upon the
issuance of a Certificate of Completion therefor, and
thereafter all rights, obligations, and covenants of the
parties with respect to the Site or Separate Development
Parcel shall be as set forth in the deed(s) (Attachment No.
4).
VI. [§600] DEFAULTS AND REMEDIES
A. [§601]
Defaults --General
Subject to the extensions of time set forth in
Section 703, failure or delay by either party to perform any
term or provision of this Agreement constitutes a default
under this Agreement; provided, however, that if the party
who so fails or delays commences to cure, correct, or remedy
such failure or delay within thirty (30) days after receipt
-33-
06/10/88
of a notice specifying such failure or delay, and shall
diligently prosecute such cure, correction, or remedy to
completion, then such party shall not be deemed to be in
default.
The injured party shall give written notice of
default to the defaulting party, specifying the default
complained of. Except as required to protect against further
damage, the injured party shall not institute proceedings
against the defaulting party until thirty (30) days after the
delivery of the notice of default or during the period in
which the defaulting party is diligently proceeding to cure,
correct or remedy such default.
B. [§602] Legal Actions
1. [§603] Institutionof _Legal Actions
In addition to any other rights or
remedies and subject to the restrictions in Section 601,
either party may institute legal action to cure, correct or
remedy any default, to recover damages for any default, or to
obtain any other remedy consistent with the purpose of this
Agreement. Such legal actions must be instituted in the
Superior Court of the County of Orange, State of California,
in an appropriate municipal court in that county, or in the
Federal District Court in the Central District of California.
2. [§604] A licable Law
The laws of the State of California shall
govern the interpretation and enforcement of this Agreement.
3. [§605] Acceptance of Service of
Process
In the event that any legal action is
commenced by the Developer against the Agency, and service of
process shall be made by personal service upon the Executive
Director or in such other manner as may be provided by law.
In the event that any legal action is
commenced by the Agency against the Developer, service of
process shall be made by personal service, whether made
within or without the State of California, or in such other
manner as may be provided by law. Without limitation as to
other means of effecting service on the Developer, service
upon either Uri E. Gati or Gary Lubliner shall be deemed to
effect service on California Resorts.
C. [§606] Rights and Remedies Are Cumulative
Except as otherwise expressly stated in this
-34-
06/l0/88
Agreement, the rights and remedies of the parties are
cumulative, and the exercise by either party of one or more
of such rights or remedies shall not preclude the exercise by
it, at the same or different times, of any other rights or
remedies for the same default or any other default by the
other party. Not by way of limitation of the foregoing, the
right of either party under Section 608 or 609 to terminate
this Agreement due to a default by the other party shall not
be deemed to prohibit the party entitled to termination to
sue for specific performance, damages, or other appropriate
relief.
D. [§607]
Inaction Not A Waiver of Default_
Any failures or delays by a party in asserting
any of its rights and remedies as to any default shall not
operate as a waiver of any default or of any such rights or
remedies, or deprive such 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.
E. [9608] Termination By The Developer
In the event that, prior to the conveyance of
the City Parcel by the Agency to the Developer, the
Developer is not in default hereunder and either (i) the
Agency is in default hereunder and has failed to cure such
default within the time provided in Section 601, or (ii) any
of the conditions precedent to the Developer's performance of
its obligations hereunder have not been satisfied (or waived
by the Developer), then this Agreement shall, at the option
of the Developer, be terminated by written notice thereof to
the Agency, and thereupon neither the Agency nor the
Developer shall have any further rights or obligations
hereunder, except as provided in Section 610 below and except
that the Developer does not in such event waive any legal or
equitable rights or remedies it may have against the Agency
for the Agency's default.
F. [§609] Termination by the Agency
In the event that, prior to the conveyance of
the City Parcel by the Agency to the Developer, the Agency is
not in default hereunder and either (i) the Developer is in
default hereunder and has failed to cure such default within
the time provided in Section 601, or (ii) any of the
conditions precedent to the Agency's performance of its
obligations hereunder have not been satisfied (or waived by
the Agency), then this Agreement shall, at the option of the
Agency, be terminated by written notice thereof to the
Developer, and thereupon neither the Developer nor the Agency
shall have any further rights or obligations hereunder,
-35-
06/10/88
W"
except as provided in Section 610 below and except that the
Agency does not in such event waive any legal or equitable
rights or remedies it may have against the Developer for the
Developer's default.
G. 1§610] Additional Remedies on Termination
If this Agreement is terminated pursuant to
Section 608 or 609, the Agency shall convey to the Developer,
in accordance with Article III, any of the parcels or
interests comprising the Agency Sales Parcels which the
Agency has acquired, or entered into binding agreements to
acquire, or for which the Agency has obtained an Order of
Prejudgment Possession prior to the date of the termination,
using funds advanced or paid by the Developer. In the case
of parcels or property interests, for which the Agency has
obtained an Order of Prejudgment Possession but for which no
final order of condemnation has been issued as of the date of
termination, this Agreement shall continue in effect for the
linited purpose of Agency's acquisition and conveyance to the
Developer of such parcel or property interest. if, however,
the Agency has exercised its option to purchase/repurchase
pursuant to Section 611, the Agency shall not be required to
first convey any of such parcels or property interests to the
Developer, but may instead retain such parcels or property
interests subject to payment therefor as provided in Section
611. The Agency shall promptly return unexpended funds
advanced by the Developer to the Agency to cover the Agency's
Acquisition Costs for the Agency Sales Parcels, and the
Agency shall promptly release any portion of the letter of
credit provided to secure payment of such Acquisition Costs
which is not required to cover obligations of the Agency
incurred for such acquisition prior to the date of
termination or, as to property interests for which an Order
of Prejudgment Possession has been obtained but no final
order of condemnation has been issued, through the conclusion
of the litigation.
H. 1§611] Option to Purchase/Repurchase
In the event that the Developer fails to
timely proceed with the planning, financing, and construction
of the Project on either Separate Development Parcel in
accordance with the Schedule of Performance (Attachment No.
3), and such failure shall continue for a period of not less
than ninety (90) days after written notipe from the Agency to
the Developer and to the holder of any mortgage, deed of
trust, or other conveyance for financing, the Agency shall
have the option, but not the obligation, exercisable by
written notice to the Developer and such holder within nine
(9) months after the initial notice referenced hereinabove
(but at no later date), and assuming that such failure or
default has not been cured in the meantime, to purchase such
-36-
06/10/88
Separate Development Parcel (including any parcels/interests
previously conveyed by the Agency to the Developer hereunder)
and to purchase the mortgage or deed of trust of such holder;
provided, however, that such purchase option shall not exist
if the Developer's failure to so proceed is extended pursuant
to Section 703, waived or extended by the Agency, excused by
any Agency default hereunder, or excused by the failure or
delay in satisfaction of any of the following specific
conditions: (i) the city council's failure or refusal to
timely approve the street/alley vacation (Section 202); (ii)
the City's failure or refusal to timely approve all plans and
permits for the Project after and despite the Developer's
submittal of the necessary applications therefor in
conformity with Section 203, the Scope of Development
(Attachment No. 7), and the Development Agreement; (iii) the
Agency's failure or refusal to timely elect to exercise its
power of eminent domain as needed to acquire the Agency Sales
Parcels (Section 201); or (iv) the Agency's failure to timely
obtain title or financeable possession of the Agency Sales
Parcels (Section 201). In the event the Agency exercises its
option to purchase, as provided herein, the Agency shall pay
to the holder, if any, the amount which such holder would be
entitled to receive under Section 412 if the Agency had
proceeded directly under said Section, and the Agency shall
then be entitled to a conveyance from the holder of the
holder's interest in the Site. In addition, the Agency shall
pay to the Developer an amount equal to one hundred percent
(100%) of (i) all of the Developer's costs in acquiring,
holding, and maintaining such Separate Development Parcel
from the date of the Developer's acquisition of each of the
individual parcels and property interests comprising same
through the date title is conveyed to the Agency, with such
costs to include without limitation amounts paid to the
seller(s) pursuant to option and purchase agreement(s) and
any of the Acquisition Costa advanced or paid by the
Developer pursuant to Section 201 hereof, escrow and title
fees and charges, relocation expenses, financing costs,
interest carry expense, maintenance costs, insurance, and
taxes, but excluding amounts paid or to be paid to the
holder, if any, pursuant to the preceding sentence, less the
sum of (ii) all rental income received by the Developer with
respect to such Separate Development Parcel during the period
of the Developer's ownership thereof, and (iii) that portion
of the disbursement, if any, by the holder to the Developer
which are not utilized by the Developer for financing the
direct or indirect costs of planning, financing, developing,
constructing, and operating the Project on or with respect to
such Separate Development Parcel. During the period that the
Agency's purchase option exist, the Developer agrees, upon
written request from the Agency, to deliver to the Agency a
written statement identifying the purchase price and an
itemization of the expenses and income upon which the
purchase price has been calculated. The closing shall occur
-37-
06/10/88
Mn
within thirty (30) days after the Agency exercises its
option. The purchase price shall be payable in cash at the
closing.
I. [§6121 Liquidated Damages
In the event that, subsequent to the
conveyance of the City Parcel by the Agency to the Developer
and prior to the Agency's issuance of its final Certificate
of Completion for the Project pursuant to Section 415 above,
the Developer defaults hereunder and fails to cure such
default within the time provided in Section 601, the
Developer shall, upon written demand of the Agency, reconvey
the City Parcel to the. Agency (without charge). If the
Developer fails to so reconvey the City Parcel to the Agency
within sixty (60) days after such demand by the Agency, the
Developer shall immediately pay to the Agency liquidated
damages in the sum of One Million Five Hundred Thousand
Dollars ($1,500,000.00). Such liquidated damages shall be
the Agency's sole and exclusive damages remedy against the
Developer for the Developer's failure to timely construct and
complete the Project after the close of escrow. The Agency
and Developer agree that the Agency's damages in the event of
such a default by the Developer would be difficult or
impracticable to measure, and that the sum of $1,500,000.00,
representing the mutually agreed upon value of the City
Parcel, is a reasonable approximation of the Agency's actual
damages. The Agency and Developer each acknowledge its
agreement to this liquidated damages provision by the
initials of its authorized representative below:
Agency
Developer
The Developer's contingent obligation to pay liquidated
damages or such a default shall be secured by the
Subordinated Deed of Trust in the form attached hereto as
Attachment No. 9. The Agency agrees to execute such
documents as may be reasonably requested by the Developer and
any lender approved pursuant to Sections 107 and 204 to
effectuate the subordination of the Developer's contingent
obligation hereunder to the lien of such lender's mortgage or
deed of trust. No later than the date by which the Agency is
required to issue its final Certificate of Completion for the
Project pursuant to Section 415 above, the Agency shall
execute the necessary documents to reconvey and release the
Deed of Trust attached hereto as Attachment No. 9.
-38-
06/l0/88
VII. [§700] GENERAL PROVISIONS
A. [§701] Notices, Demands and Communications
Among the Parties
Written notices, demands and communications
between the Agency and the Developer shall be sufficiently
given if delivered by hand or dispatched by registered or
certified mail, postage prepaid, return receipt requested, to
the principal offices of the Agency or the Developer, as
applicable. 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 by mail as
provided in this Section 701.
Any written notice, demand or communication
shall be deemed received immediately if delivered by hand and
shall be deemed received on the fifth (5th) day from the date
it is postmarked if delivered by registered or certified
mail.
B. [§702]
Conflicts of Interest
No member, official or employee of the Agency
shall have any personal interest, direct or indirect, in this
Agreement, nor shall any member, official or employee
participate in any decision relating to the Agreement which
affects his personal interests or the interests of any
corporation, partnership or association in which he is
directly or indirectly interested. No member, official or
employee of the Agency shall be personally liable to the
Developer, or any successor in interest, in the event of any
default or breach by the Agency, or for any amount which may
become due to the Developer or successor or on any
obligations under the terms of this Agreement.
C. [§703] Enforced Delay; Extension of Times
of Performance
In addition to specific provisions of this
Agreement, performance by either party hereunder shall not be
deemed to be in default, and all performance and other dates
specified in this Agreement shall be extended, where delays
or defaults are due to: war; insurrection; strikes;
lockouts; riots; floods; earthquakes; fires; casualties; acts
of God; acts of the public enemy; epidemics; quarantine
restrictions; freight embargoes; lack of transportation;
governmental restrictions or priority; litigation delays
beyond the reasonable control, of the party claiming an
extension of time to perform; unusually severe weather;
inability to secure necessary labor, materials or tools;
delays of any contractor, subcontractor or supplier; acts or
omissions of an other party; acts or failures to act by any
-39-
06/10/88
public or governmental agency or entity (other than the acts
or failures to act of the Agency which shall not excuse
performance by the Agency); or any other causes beyond the
reasonable control or without the fault of the party claiming
an extension of time to perform. The failure by the
Developer to timely submit to the Agency's Executive Director
for review and approval the Developer's evidence of
financing, pursuant to Section 204, or to provide the letter
of credit to secure -its advance of the Agency's Acquisition
Costs, as provided in Section 201, shall not be excused
pursuant to this Section 703. In the event, however, that
the Developer exercises reasonable diligence to obtain the
city's and Agency's approval of any of the plans, documents,
or other matters referenced in Sections 203 or 204, but the
city or Agency disapprove the same (or approve subject to
conditions that the Developer reasonably determines it is
unable to satisfy), the Developer shall be entitled to a
reasonable additional period of time, not to exceed six (6)
months, to resubmit such plans, drawings, or other matters
for approval. Notwithstanding anything to the contrary in
this Agreement, an extension of time for any such cause shall
be for the period of the enforced delay only and shall
commence to run from the time of the commencement of the
cause, if notice by the party claiming such extension is sent
to the other parties within thirty (30) days of the
commencement of the cause. Times of performance under this
Agreement may also be extended in writing by the mutual
agreement of Agency and Developer.
D. [§704] Non -liability _ of Officials and
Employees of the Agency
No member, official or employee of the Agency
shall be personally liable to the Developer, or any successor
in interest, in the event of any default or breach by the
Agency or for any amount which may become due to the
Developer or its successors, or on any obligations under the
terms of this Agreement.
E. C§7051 [Intentionally Omitted]
F. [§706] Relocation of Existing Occupants
Subject only to the Agency's performance of
its obligations under Section 201 and paragraph 2 of the
Method of Financing with respect to payment for relocation
expenses, the Developer shall defend, indemnify, and hold
harmless the Agency from and against any claims, demands, or
lawsuits as may be made by any of the existing owners,
tenants, and occupants within the Site for relocation
assistance or benefits alleged to be payable pursuant to the
Uniform Relocation Assistance and Real Property Acquisition
Policies Act of 1970 (42 U.S.C. Section 4601, et_seq.), or
-40-
06/10/88
implementing regulations, related to the Agency's activities
pursuant to this Agreement.
G. [§707] Amendments to this Agreement
The Developer and Agency agree to mutually
consider reasonable requests for amendments to this Agreement
which may be made by lending institutions, or the Agency's
counsel or financial consultants, provided said requests are
consistent with this Agreement and would not substantially
alter the basic business terms included herein. Minor
modifications to this Agreement which do not materially
affect the rights or obligations of the Agency may be
approved by the Executive Director without the necessity of
additional action by the governing board of the Agency.
VIII.[§800] ENTIRE AGREEMENT WAIVERS APPROVALS
This Agreement is executed in nine (9) duplicate
originals, each of which is deemed to be an original. This
Agreement includes pages 1 through 42 and Attachments 1
through 9, which constitutes the entire understanding and
agreement of the parties. This Agreement may be executed in
counter -parts which shall have full force and effect.
This Agreement integrates all of the terms and
conditions mentioned herein or incidental hereto, and
supersedes all negotiations or previous agreements between
the parties or their predecessors in interest with respect to
all or any part of the subject matter hereof.
All waivers of the provisions of this Agreement must be
in writing and signed by the appropriate authorities of the
Agency and the Developer, and all amendments hereto must be
in writing and signed by the appropriate authorities of the
Agency and the Developer.
In any circumstance where under this Agreement either
party is required to approve or disapprove any matter,
approval shall not be unreasonably withheld.
IX. [§900] TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY
This Agreement, when executed by the Developer and
delivered to the Agency, must be authorized, executed and
delivered by the Agency on or before thirty (30) days after
signing and delivery of this Agreement by Developer or this
Agreement shall be void, except to the extent that the
Developer shall consent in writing to a further extension of
time for the authorization, execution and delivery of this
Agreement. The date of this Agreement shall be the date when
it shall have been signed by the Agency.
-41-
06/10/88
Mw
IN WITNESS WHEREOF, the Agency and the Developer have
signed this Agreement on the respective dates set forth
below.
1988 HU11TINGTON BEACH REDEVELOPMENT
AGE*'''"
ATTEST:
Agency.
APPROVED AS TO FORM:
By
INXIATED'AND APPROVED AS TO
Agency Spffidial Counsel Deputy C Administrator/
Redevelobr.knt
REVIEWED AND APP-RIOVED
AS TO FORM:
A ency Attorney e -2./ J
/t��
k .23. , 1988
S •? ] , 1988
6/112/012304-0001/001
APPROVED:
Execut ve Director
CALIFORNIA RESORTS, a
Californi ne 1 Pa rship
B.
Uri E. G 1,
General Part V
r
B}►
G liner,
Gen al Partner
-42-
06/10/88
ATTACHMENT NO. 1
SITE- MAP
[to be inserted]
ATTACHMENT NO. 1
s,TTACHNENT N0. 2
LEGAL DESCRIPTION OF THE SITE
That portion of Huntington Beach, County of Orange, State of
California as shown on a map recorded in Book 3, Page 35 of
Miscellaneous Maps in the office of the County Recorder of
said county described as follows:
Beginning at the centerline intersection of Pacific
Coast Highway and Lake Street shown as Ocean Avenue and First
Street respectively on said mentioned map; thence along the
center line of Pacific Coast Highway south 480 21' 42" east
37.50 feet to the intersection with the southwesterly
extension of the southeast right of way line of Lake Street;
thence north 410 38' 18" east 50.00 feet; thence north 480
21' 42" west 355.00 feet; to the true point of beginning;
thence north 410 38' 18" east 410.00 feet; thence north 486
21' 42" west 465.00 feet; thence south 410 38' 18" east
235.00 feet; thence north 480 21' 42" west 200.00 feet;
thence south 410 38' 16" east 275.00 feet; thence south 480
21' 42" east 665.00 feet to the true point of beginning.
ATTACHMENT NO. 2
V
ATTACHMENT NO. 3
SCHEDULE OF PERFOMiANCE
Item of Performance Time for Performance
1. City issues all discretionary Completed
land use approvals (the
"Approvals") for the
Project (Section 203)
2. city and Developer enter into Within thirty (30)
Development Agreement for the days after Effective
development of the Project Date
3. Developer delivers letter of On or before date
credit to Agency to secure Agency is required to
payment of Acquisition Costs determine whether to
for Agency Sales Parcels acquire Agency Sales
(Section 201) Parcels by exercising
its }cower of eminent
domain (Item No. 4
below)
4. Agency conducts public hear- On or before July 5,
ing and determines whether to 1988
acquire Agency Sales Parcels
by exercising its power of
eminent domain (Section 201)
5. Agency exercises reasonable
On or before July 5,
diligence in effort to cause
1988
City to adopt street vacation
resolution (Section 202)
b. Agency files eminent domain
On or before July 19,
action(s) to acquire Agency
1988
Sales Parcels (assuming it
has elected to exercise its
power of eminent domain)
(Section 201)
?. Agency exercises best efforts
As soon as possible
to obtain Order of Prejudgment
after receipt of
Possession for Agency Sales
Developer's request
Parcels (Section 201)
for such Order
S. Agency exercises best efforts As soon as possible
to complete acquisition of after commencement of
Agency Sales Parcels and eminent domain pro -
convey same: to Developer ceedings
(Section 201)
ATTACHMENT NO. 3
Page I of 3
06/10/88
V
9. Developer submits evidence of
Within one hundred
financing for Project and
twenty (120) days
evidence of theatre lease
after the Agency
(Sections 204 and 205)
completes the acqui-
sition of those
individual parcels
and property inter-
ests comprising the
Agency Sales Parcels
10. Agency approves or disapproves
Within the times set
Developer's evidence of
forth in Sections 204
financing and threatre lease
and 205, as appli-
(Sections 204 and 205)
cable
11. Developer submits final tract
Within one hundred
map, grading plans, utility►
eighty (180) days
relocation plans, and final
after Item No. 10 is
building plans to City
accomplished;
(Section 203)
provided, it is
understood that
Developer shall have
the right to submit
the grading and
utility relocation
plans prior to the
submittal of final
building plans and to
have the grading and
utility relocation
plans processed
pursuant to a "fast -
track" schedule
12. Agency exercises reasonable Within thirty (30)
diligence in effort to cause days after submittal
City to complete review of (first plan check)
final tract map, grading plans, and, as to revisions,
utility relocation plans, and within fifteen (15)
final building plans days after resub-
(Section 203) mittals
13. Agency acquires City Parcel Within ten (10) days
from City (Section 302) after all conditions
precedent to Agency's
obligation to convey
City Parcel to Deve-
loper are satisfied
(or waived by
Agency), as set forth
in Section 302
ATTACHMENT NO. 3
Page 2 of 3
06/10/88
14. Agency transfers City Parcel
Within thirty (30)
to Developer; City Council
days after all condi-
resolution vacating vacation
tions precedent to
Portion becomes effective;
Agency's obligation
Title Company delivers title
to convey City Parcel
policy for City Parcel to
to Developer are
Developer; Developer's con-
satisfied (or waived
struction loan records;
by Agency), as set
Developer delivers evidence
forth in Section 302
of insurance (Sections 202,
302, 304, and 404)
15. Developer obtains permits for Within thirty (30)
grading and utility relocation days after close of
and commences construction of escrow for City
Project (Section 403) Parcel
16. Developer obtains building
Within one hundred
permits (Section 403)
fifty (150) days
after close of escrow
for City Parcel
17. Agency provides utilities to
As needed by
the Site (Scope of Develop-
Developer in coordi-
ment, Attachment No. 7,
nation with Deve-
Paragraph III.B)
loper's construction
schedule
18. Developer completes construc- Within twenty-four
tion of Project (Section 403) (24) months after
commencement of
construction
(Item No. 15)
19. Agency issues Certificate(s) Within the time(s)
of Completion for Project set forth in Section
(Section 415) 415
It is understood that the foregoing Schedule of
Performance is subject to all of the terms and conditions set
forth in the text of this Agreement. The summary of the
items of performance in this Schedule of Performance is not
intended to supersede or modify the more complete description
in the text; in the event of any conflict or inconsistency
between this Schedule of Performance and the text of this
Agreement, the text shall govern.
6/112/012304-0001/002
ATTACHMENT NO. 3
Page 3 of 3
06/10/88
M
ATTACHMENT NO. 4
FORM OF DEED
Recording Requested by:
When Recorded Return to and
Mail Tax Statements to:
GRANT DEED
For a valuable consideration receipt of which is
hereby acknowledged,
The HUNTINGTON BEACH REDEVELOPMENT AGENCY, a public
body, corporate and politic, of the State of California,
herein called "Grantor", acting to carry out the
Redevelopment Plan, herein called "Redevelopment Plan" for
the Redevelopment Project for the Main -Pier Project Area,
herein called "Project", under the Community Redevelopment
Law of California, hereby grants to CALIFORNIA RESORTS, a
California general partnership, herein called "Grantee", the
certain real property located in the City of Huntington
Beach, County of Orange, hereinafter referred to as
"Property", described in Exhibit A attached hereto and
incorporated herein.
1. Said Property is conveyed in accordance with
and subject to the Redevelopment Plan which was approved and
adopted by Ordinance No. 2578 of the City Council of the City
of Huntington Beach and amended by Ordinance No. 2634, and a
Second Amended and Restated Disposition and Development
Agreement entered into between Grantor and Grantee dated
(the "Agreement"), a copy of which is on
file with the Grantor at its offices as a public record and
which is incorporated herein by reference. Any amendments to
the Redevelopment Plan which change the -uses or development
permitted on the Property, or otherwise change any of the
restrictions or controls that apply to the Property, shall
require the written consent of Grantee.
2. The Grantee shall devote the Property only to
the development permitted and the uses specified in the
applicable provisions of the Redevelopment Plan for the
ATTACHMENT NO. 4
Page 1 of 6
o6/10/BB
U
IN
Project and this Grant Deed, whichever document is more
restrictive.
3. The Property is conveyed to Grantee for
consideration determined in accordance with the uses
permitted. Therefore, Grantee hereby covenants and agrees
for itself, its successors, its assigns, and every successor
in interest to the Property that the Grantee, such successors
and such assigns, shall develop, maintain, and use the
Property only as follows:
(a) Grantee shall develop the Property as
required by the Agreement.
(b) Grantee shall not use or suffer the
Property to be used in violation of Conditional Use Permit
No. 88-7, Coastal Development Permit No. 88-3, and Tentative
Tract Map No. 13478, as such permits now exist or may
hereafter be amended.
(c) Grantee shall maintain the improvements
on the Property and shall keep the Property free from any
accumulation of debris or waste materials. Grantee shall
also maintain the required landscaping in a healthy
condition.
If, at any time, Grantee fails to
maintain the said landscaping, and said condition is not
corrected after expiration of fifteen (15) days from the date
of written notice from the Grantor, either the Grantor, or
the City may perform the necessary maintenance and Grantee
shall pay such costs as are reasonably incurred for such
maintenance.
4. Prior to recordation of a Certificate of
Completion issued by the Grantor for the improvements to be
constructed on the Property, in accordance with Section 415
of the Agreement, Grantee shall not make any sale, transfer,
conveyance, or assignment of the Property or any part thereof
or any interest therein except in accordance with Section 107
of the Agreement. In addition, prior to recordation of such
Certificate of Completion, Grantor shall have the right, but
not the obligation, to purchase from Grantee certain real
property defined in the Agreement, including the Property,
upon the terms, subject to the conditions, and upon payment
of the consideration as set forth in Section 611 of the
Agreement.
5. The Grantee agrees for itself and any
successor in interest not to discriminate upon the basis of
race, color, creed or national origin in the sale, lease, or
rental or in the use or occupancy of the Property hereby
ATTACHMEN4 NO. 4
Page 2 of 6
06/10/88
conveyed or any part thereof. Grantee 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, national origin or ancestry in
the sale, lease, sublease, transfer, use, occupancy, tenure,
or enjoyment of the Property, nor shall the 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, sub -tenants,
sublessees, or vendees in the Property. The foregoing
covenants shall run with the land.
6. No violation or breach of the covenants,
conditions, restrictions, provisions or limitations contained
in this Grant Deed shall defeat or render invalid or in any
way impair the lien or charge of any mortgage or deed of
trust or security interest permitted by paragraph 4 of this
Grant Deed and Section 107 of the Agreement.; provided,
however, that any subsequent owner of the Property shall be
bound by such remaining covenants, conditions, restrictions,
limitations and provisions, whether such owner's title was
acquired by foreclosure, deed in lieu of foreclosure,
trustee's sale or otherwise.
7. All covenants contained in this Grant Deed
shall be covenants running with the land. The covenants
contained in the Agreement and in paragraph 4 herein and
Grantee's obligation to develop the improvements on the
Property as referenced in paragraph 3(a) of this Grant Deed
shall terminate and shall become null and void upon
recordation of a Certificate of Completion issued by Grantor
for the "Separate Development Parcel" which includes the
Property, as required in accordance with Section 415 of the
Agreement. Grantor's warranties and representations in
paragraph 2 and Grantee's covenants in paragraphs 2, 3(a),
and 3(b) regarding the permitted uses and maintenance of
landscaping on the Property shall remain in effect until
December 31, 2018, and shall terminate and be of no further
force or effect at the expiration of said period. Every
covenant against discrimination contained in paragraph 5 of
this Grant Deed shall remain in effect in perpetuity.
a. All covenants without regard to technical
classification or designation shall be binding for the
benefit of the Grantor, and such covenants shall run in favor
of the Grantor for the entire period during which such
covenants shall be in force and effect, without regard to
whether the Grantor is or remains an owner of land or
interest therein to which such covenants relate. The
Grantor, in the event of any breach of any such covenants,
ATTACHMENT NO. 4
Page 3 of 6
06/10/88
i
�J
shall have the right to exercise all 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.
9. Both before and after recordation of a
Certificate of Completion, both Grantor, its successors and
assigns, and Grantee and the successors and assigns of
Grantee in and to all or any part of the fee title to the
Property shall have the right to consent and agree to changes
in, or to eliminate in whole or in part, any of the
covenants, easements or restrictions contained in this Grant
Deed without the consent of any tenant, lessee, easement
holder, licensee, mortgagee, trustee, beneficiary under a
deed of trust or any other person or entity having any
interest less than a fee in the Property. The covenants
contained in this Grant Deed, without regard to technical
classification shall not benefit or be enforceable by any
owner of any other real property within or outside the
Project Area, or any person or entity having any interest in
any other such realty.
20. The covenants contained in this Grant Deed
shall be construed as covenants running with the land and not
as conditions which might result in forfeiture of title.
ATTACHMENT NO. 4
Page 4 of 6
06/10/88
U
STATE OF CALIFORNIA
ss.
COUNTY OF
On this day of
before me, the undersigned,
State, personally appeared
known to me (or proved to
evidence) to be the person
the
, in the year 198_,
a Notary Public in and for said
me on the basis of satisfactory
who executed this instrument as
(insert title of the officer)
(name of public corporation, agency or political subdivison)
and acknowledged to me that the
(public corporation, agency,
executed it.
or political subdivision)
signature of Notary Public
Name typed or printed
ATTACHMENT NO. 4
Page 6 of 6
06/10/89
V
IN WITNESS WHEREOF, the Grantor and Grantee have
caused this instrument to be executed on their behalf by
their respective officers hereunto duly authorized, this
day of , 198�.
HUNTINGTON BEACH REDEVELOPMENT
AGENCY
y
ATTEST:
Secretary
The Grantee consents to the foregoing covenants
which shall run with the land.
CALIFOP.NIA RESORTS, a California
general partnership
By
Uri E. Gati, General Partner
By
Gary Lubliner, General Partner
6/112/012304-0001/003
ATTACHMENT NO. 4
Page 5 of 6
06/10/88
Exhibit "A"
LEGAL DESCRIPTION OF THE PROPERTY
[To Be Inserted]
Exhibit "A" to
ATTACHMENT NO. 4
V
ATTACHMENT NO. 5
[Reserved]
ATTACHMENT N0. 5
IN
ATTACHMENT NO. 6
(Reserved]
ATTACHMENT NO. 6
ATTACHMENT NO. 7
SCOPE OF DEVELOPMENT
I. ARCHITECTURAL AND DESIGN:
Each Separate Development Parcel within the Site shall
be designed and developed as an integrated complex in which
the buildings will have architectural excellence, both
individually, as well as in the context of a total complex.
The improvements to be constructed on the Site shall be
of high architectural quality, shall be well landscaped, and
shall be effectively and aesthetically designed. The shape,
scale of volume, exterior design, and exterior finish of each
building, structure, and other improvement must be consonant
with, visually related to, physically related to, and an
enhancement to each other and, to the extent reasonably
practicable, to adjacent improvements existing or planned
within the Project Area.
The open spaces between buildings where they exist shall
be designed, landscaped and developed with the same degree of
excellence. The total development shall be in conformity
with the Redevelopment Plan for the Project Area.
II. DEVELOPER'S RESPONSIBILITIES:
A. The Project. The Project to be constructed by the
Developer on the Site shall be consistent with the Approvals
referenced in Section 203, the final tract map(s) and final
building plans yet to be approved by the City, and the
Development Agreement between the City and Developer, as the
same may be amended from time to time. As of the Effective
Date of this Agreement, the Project consists of the
following:
1. On the Residential Portion of the Site,
approximately one hundred thirty (130) residential
condominium units in a four-story building over two (2)
levels of subterranean parking in conformance with
Division 9 of the Municipal Code of the City of
Huntington Beach. Amenities will include a swimming
pool, Jacuzzi, gym, clubhouse, security, and four (4)
elevators.
The Developer shall maintain an on -site sales
office and shall exercise reasonable diligence to market
the condominium units for sale. The Developer agrees
that in no event shall the Developer lease or rent or
ATTACHMENT NO. 7
Page 1 of 6
06/10/88
agree to lease or rent any of the condominium units
during the six (6) month period commencing after the
later of the following two (2) dates: (i) the date on
which the Developer obtains its final public report for
the condominium portion of the Project from the
California Department of Real Estate, and (ii) the date
that the Developer opens its on -site sales office and
commences its marketing program to sell condominium
units to the public.
2. On the Commercial Portion of the site,
approximately ninety thousand (90,000) square feet of
gross 'building area (79,500 square feet of gross
leaseable area) in a three-story retail/commercial
center over two (2) levels of subterranean parking. A
six-plex movie theatre will be included in the Project.
The theatres will have a maximum of one thousand seven
hundred fifty (1,750) seats and shall contain
approximately twenty-seven thousand (27,000) square feet
of building area. Retail space will be on two levels
with approximately thirty-six thousand six hundred
(36,600) square feet plus approximately fifteen thousand
nine hundred (15,900) square feet of office space on the
third floor and mezzanine. The retail space will
include a maximum of ten thousand (10,000) square feet
of restaurants and a maximum of three thousand (3,000)
square feet of nightclub -type uses.
3. Two hundred ninety-seven (297) parking spaces
located in the two -level subterranean parking structure.
4. All landscaping, driveways, open areas, and
other incidental on -Site improvements required in
accordance with the Approvals, and the following off -
Site improvements, to be constructed in accordance with
the City's Downtown Design Guidelines and Public Works
standards:
(i) curbs, gutters, landscaping, sidewalks,
and street lights (but not signals) around the
perimeter of the Site, and
(ii) a ten -foot widening of the western side
of Walnut Avenue adjacent to the Site.
B. Building Setbacks. Minimum building and parking
setbacks shall be in conformance with the Huntington Beach
Municipal Code.
C. Building Construction. Buildings shall be
constructed in conformance with the Huntington Beach
ATTACHMENT NO. 7
Page 2 of 6
06/10/88
Municipal Code and in accordance with the approved final
building plans.
D. Signs. Signs shall be in conformance with the
Huntington Beach Municipal Code and more specifically, the
Downtown Specific Plan and design criteria. No signs shall
be erected on the exterior of the improvements unless such
signs and signing have been submitted to and approved by the
City/Agency staff. Developer shall submit and implement a
Planned Signing Program with respect to all signage on the
Site.
E. Screening. All outdoor storage of materials or
equipment shall be enclosed or screened by walls,
landscaping, or enclosure to the extent and in the manner
reasonably required by the City/Agency staff and the
provisions of the Huntington Beach Municipal Code.
F. Landscaping. The Developer shall provide and
maintain all landscaping on the Site, including the public
rights -of --way within the Site and the setback areas, in
accordance with the approved landscape plans.
G. Utilities. The Developer shall extend all
utilities required for the development, use, and maintenance
of the improvements on the Site (water, sewer, gas,
electrical, and telephone) from their nearest available
locations in the public rights -of -way at the boundary of the
Site. The Developer shall be responsible for all costs
relating to such utility work, including the costs relating
to (i) extending utilities fron the perimeter of the Site to
the improvements to be constructed thereon by the Developer,
(ii) the tie-in of said utilities into the lines in the
public rights -of -way on or immediately adjacent to the site,
and (iii) the utility meters.
To the extent that utilities are located in the
public rights -of -way on or adjacent to the Site, including
without limitation any of the public alleys within the Site
which are to be vacated and abandoned by the City in
accordance with Section 202 of this Agreement, and said
utilities are required to be undergrounded and/or relocated
in order to accommodate the development of the site, the
Developer agrees to underground and/or relocate such
utilities, or cause them to be undergrounded and/or
relocated. The Agency shall be responsible for all costs
related to such utility undergrounding and/or relocation.
The Agency shall reimburse the Developer for the costs for
which the Agency is responsible in accordance with the
following provisions.
ATTACHMENT NO. 7
Page 3 of 6
06/10/88
Prior to entering into any contracts for the
planning, design, engineering, or construction of any of the
work required to be reimbursed by the Agency as set forth
above, the Developer shall first submit a copy of each
proposed contract to the Agency for approval. Prior to
entering into any construction contract for any such work,
the Developer shall first obtain a minimum of three (3) bids
from qualified and responsible contractors, and shall submit
such bids to the Agency for approval. The Developer's
overhead or management fee for such work shall not exceed six
percent (6%) of the balance of its costs for the reimbursable
items and Developer shall not be paid any amount for profit
on said portion of the work. It is understood and agreed
that the Developer may enter into contracts with respect to
all or any portion of the work required to be paid or
reimbursed by the Agency pursuant to this Paragraph II.G
which contracts include work beyond the scope of the Agency's
reimbursement obligation. In such event, the Developer
shall, to the extent practicable, require each proposed
contractor to separately bid the portion of its work required
to be paid by the Agency from the portion of the work
required to be paid by the Developer. If it is not practical
to separately bid the work on this basis, the Agency and
Developer shall agree upon a fair and reasonable allocation
of costs between that portion of the work required to be paid
or reimbursed by the Agency and that portion of the work
required to be paid by the Developer. It is further
understood and agreed that the Developer shall comply with
applicable requirements of law relating to such contracts,
including without limitation non-discrimination and
prevailing wage requirements, but the Developer shall not be
required to comply with requirements applicable to the Agency
but not to the Developer (including without limitation public
competitive bidding procedures). After the Agency has
approved a contract, the Developer shall not authorize any
extra work or change orders which would increase the amount
of the Agency's payment or reimbursement obligation pursuant
to this Paragraph II.G without first obtaining the Agency's
approval; provided, however, that in the event of emergency
work or if the Developer reasonably determines that the
delays in obtaining Agency approval would result in
additional costs being incurred, the Developer shall be
entitled to approve such change orders or extra work as long
as the overall scope of work is not thereby increased and
Developer promptly notifies Agency of the action taken. In
all circumstances, the Developer agrees to act reasonably to
have the work required to be paid or reimbursed by the Agency
pursuant to this Paragraph II.G completed at a reasonable
cost, consistent with the parties' mutual objective of having
such work performed by contractors with a reputation for high
quality, experience, and reliability. The Agency shall have
the authority on behalf of the Agency to approve or
ATTACHMENT NO. 7
Page 4 of 6
O6/10/88
disapprove the Developer's proposed contracts (and change
orders and extra work) required to be paid for or reimbursed
by the Agency. Approval shall not be unreasonably delayed,
conditioned, or denied, and provided that the Developer shall
have provided full information to the Agency, the Agency
shall exercise reasonable diligence to take final action on a
request for approval of a contract no later than forty-five
(45) days after request for approval is received and on a
request for a change order or extra work no later than
fifteen (15) days after request for approval is received.
Any disapproval shall be in writing and shall state the
reasons therefor. Upon receipt of a disapproval, the
Developer shall exercise reasonable diligence to promptly
remedy the problem (assuming the disapproval was reasonable)
and resubmit the matter for approval within a reasonable
time; provided, however, that notwithstanding any other
provision of this Agreement to the contrary, the Developer's
tines for performance shall be extended for a reasonable
period of time to accomplish such tasks.
During the course of development of the Site, but
not more frequently than monthly, the Developer shall submit
to the Agency's Executive Director an itemized statement,
with such supporting information as the Executive Director
may reasonably require, documenting all of the Developer's
costs eligible for reimbursement from the Agency pursuant to
this Paragraph II.G. Each such itemized statement shall
separately identify the costs incurred with respect to each
separate contract approved by the Agency and, if applicable,
the allocation of costs between those costs required to be
paid or reimbursed by the Agency and those casts required to
be paid by the Developer. The Agency shall promptly
reimburse the Developer for all costs eligible for
reimbursement within thirty (30) days after receipt of each
itemized statement.
H. Vehicular Access. The number and location of
vehicular driveways and curb breaks shall be in accordance
with the approved plans.
I. Off -Site Parking Facilities. The Developer shall
have no responsibility to construct or maintain parking for
the uses to be conducted on the Site beyond the 297 parking
spaces required pursuant to the Approvals and referenced in
Paragraph II.A.3 above. To the extent that either the City
or Agency determine, at any time before or after the issuance
of Certificates of Completion for the Residential Portion and
Commercial Portion, that the parking on the Site is
deficient, the Agency shall have the sole responsibility of
remedying such deficiency off of the Site.
ATTACHMENT NO. 7
Page 5 of 6
O6/10/88
In the event of any inconsistency between the
Approvals and the narrative description of the Project in
this Agreement, the Approvals shall govern.
III. AGENCY'S RESPONSIBILITIES:
A. Off -Site Parking Facilities. The Developer shall
have no responsibility to construct or maintain parking for
the uses to be conducted on the Site beyond the 297 parking
spaces required pursuant to the Approvals and referenced in
Paragraph II.A.3 above. To the extent that either the City
or Agency determine, at any tire before or after the issuance
of Certificates of Completion for the Residential Portion and
Commercial Portion, that the parking on the Site is
deficient, the Agency shall have the sole responsibility of
remedying such deficiency off of the Site.
B. Utilities. The Agency agrees to provide, or cause
to be provided, at no expense to the Developer, and within
the time required in the Schedule of Performance, all
utilities (water, sewer, gas, electrical, and telephone)
required for the development, use, and maintenance of the
Project on the Site, with sufficient capacities to adequately
service the Site, with such utilities to be located in the
public streets or rights -of -way adjacent to the Site. The
Developer shall be responsible for extending utilities from
said location(s) to the improvements located on the Site in
accordance with Paragraph II.G above.
C. Easements and Permits. The Agency agrees to
cooperate with the Developer in connection with the filing
and processing of any and all applications for permits and
other approvals which may be required by the City in
accordance with the Development Agreement or which may be
required by any other governmental agency in connection with
the development of the Site.
6/112/012304-0001/004
ATTACHMENT NO. 7
Page 6 of 6
06/10/88
ATTACHMENT NO. 8
METHOD OF FINANCING
1. Except as otherwise expressly set forth in the
Agreement, including Paragraph 2 hereinbelow, all costs,
expenses, and indebtedness related to the assemblage,
disposition, and development of the Site pursuant to the
Agreement shall be borne exclusively by the Developer.
2. Subject to Paragraph 3 below, the Agency shall be
responsible for payment of the following costs and expenses
relating to the development of the Site:
(a) All funding required to perform the "Agency's
Responsibilities" identified in Paragraph
III.A and III.B of the Scope of Development.
(b) All funds required to pay for those items
specifically excluded from the term Agency's
"Acquisition Costs," as that term is defined
in Section 201.4 of the Agreement.
(c) In the event that there are any hazardous
substances located on or under the Site, and
to the extent that the Agency expends less
than One Million Dollars ($1,000,000.00) for
the items listed in subparagraph (ii) of
Section 201.4, the Agency shall contribute all
additional available suns reasonably required
by the Developer (up to the $1,000,000.00 cap)
to pay for the removal or clean-up of such
hazardous substances in order to comply with
applicable requirements of law. The Agency's
contribution of such amounts shall not,
however, limit the Developer's right to
recover any additional costs that the
Developer may incur which are caused by the
Agency's breach of its representation set
forth in Section 312 of this Agreement.
(d) Those expenses incurred by the Developer to
relocate and underground certain existing
utilities on the Site, including the public
streets and alloys within the Site which are
to be abandoned by the City, as more
particularly described in Paragraph II.G of
the Scope of Development (Attachment No. 7).
ATTACHMENT NO. 8
Page 1 of 2
06/10/88
L. /
(e) If the Developer performs any of the tasks or
advances any of the costs for items which are
the Agency's responsibility hereunder, the
Agency shall promptly reimburse the Developer
within fifteen (15) days after the Developer
provides the Agency with a written invoice and
supporting documentation, in such detail as
may be reasonably requested by the Agency,
detailing the amounts expended for such
eligible items.
3. Notwithstanding any other provision of the
Agreement to the contrary, the Agency's obligation to pay the
costs referenced in Paragraph 2 is conditioned and dependent
upon the Developer's performance of its obligations under the
Agreement, and the Agency shall be entitled to withhold any
of said funds between the time the Agency notifies the
Developer that the Developer has committed a material default
(assuming such a default in fact has occurred), in accordance
with Section 601 of the Agreement, and the time the Developer
cures said default or commences and diligently proceeds to
cure said default. Afterwards, however, assuming this
Agreement has not been terminated, the Agency's obligation
shall be reinstated and shall survive and any amounts
withheld shall be paid, less any costs actually incurred by
the Agency because of the default. Notwithstanding any other
provision of the Agreement to the contrary, the remedy
provided in this Paragraph 3 shall be the exclusive remedy
for the Agency with respect to withholding the funds
otherwise required to be contributed pursuant to Paragraph 2.
6/112/012304-0001/005
ATTACHMENT NO. 8
Page 2 of 2
06/10/88
Order No.
Escrow NO.
LW No. i
WHEN RECORDED MAIL TO:
SPACE ABOVE ?NIS LINE PON 01CONO1tl'S USE
SUBORDINATED DEED OF TRUST WITH ASSIGNMENT OF RENTS
ISHORT FORM)
This DEED OF TRUST, mado this day of , 198 r between
CALIFORNIA RESORTS, a California general partnership,
herein Called TRU5TOR,
whose address is 305 walnut Avenue, Huntington Beach, CA
(Fh.trber and 31re&*) (City) (State)
FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, herainalled TRUSTEE, and
HUNTINGTON BEACH REDEVELOPMENT AGENCY
. herein called BENEFICIARY,
W17NESSETH: That Trustor grants to 7rustee in Trust, with Pourer of Sale, that property in the
City of Huntington Beach, County OF Orange , State of California, described as:
(See attached)
"Yustor's contingent obligation to pay to Beneficiary liquidated damages in
amal.rnt of i'• r50Q,000,OQ purstlazl.t to SEction 6T2 of that certain Second
and Restated DiSpDsititn atld Dev+elopaent Agreerle[1t ("MA") by and
be n Trustor and Beneficiary dated
together with the rann.. yec &red frdN t1w&O. wbocr. how..&, to the right, Patel WW ewhor.ty Mreinaher g.yaw to and conferred upon Bertef-C-VV to
Collect and apply Loch N-te. txaa &.td O'Drw
For the Purpose of Sawting t.. •�ww •i r+a any.. ed i � ... �- " wrwr:...��.�.rr� .�a�a4�+-:�
and (2) 7M pertwituance of each
prnr.+m of Uuaror tncorpWared br rernance w= lyre.. dl ! pn.anr of W=11 Lwns and in»rnr the, w1rM roar tweafrp be 1W.&I go
TrWrpr, er his N,CC,uors or ns%gm_ w hrrt t,ghnced by a prst.tas y note or notes ow.tu.q that they we secured by ih•t Dead of Trust.
To protect the secwrf of this Doi of Lrst, end w.th Mrooct to the property live dose-4wd. Truttor aapratsh nta►es each " all of fM ag,Nrr.anry,
end adopts and &greet to parlor. and be bound by each and all of the seise and prbys•ons sol ferrh In tubd.yNioA A. and it is tnetuerry ag,aod that &Bch.
" all of the wins Ned prev.t.ons set fcwih in subdivn.on a of the Faa ous deM of Putt recorded in Lange County Avgusr 17. 19". and In all erhn
eeunt.Is August la. 10". in flue book and at the page of CW4-al Records w the wfF.w of tno county recorder of We Courtly whoa aa.d prop&rry IS Located,
noted below app0e.te the nwrip of su:h County, nanwir:
COUNTY BOOK PAGE COUNTY WOK PAGE COUNTY BOOR P401 COUNTY BOOK PAGE
}laasa6a 1219 $36 K,ep as& 713 Puce» 147E 2" Stares 3e 197
aJPfae a 13&31 We 437 1f* Plvteas Its 1307 smbiyw SM 7e2
A.ndor 137 43e Last.. le/ 367 R.renila 777E 3e7 3de&. 1297 621
%.nor 1330 513 lot }.pass 1407e are %a-wrass Basis 174 %siaaaa 20e7 437
Calsw.se 103 331 Mora«a all 136 saw 16.00 inao1 3*arisfara 1070 M
Col." $22 7e1 Mann 16aa 122 Hn M.+atdw 6213 761 SW~ 433 Ilu
Confirm Comes Nora 1 Marieeaa 14 433 Eon Paeans. AJOe itsT.hana& 657 1p
Del Nettie Sol See Mend«ine M7 N 6. is , Isis 203 11,6AY 10a s.3
E1 Detail. Itch a73 chasMaa.
ed 10 7S2 Lou Olik" 1211 127 T.Iw 2S30 t0a
Fewe 5012 e27 Mies Ill 93 Ben Massie 4774 17e TreloMne 177 160
Ois.. eat 76 Ma.e N 302 Sainte Berber& 2068 eel Veatwo 2"? Illy
M..wth.ldt e01 e3 Mawtersy ill 2" twi@&CIMa 114I6 664 Tale 76e 16
h■penal I?" "I Map 70e 742 Settee Cram 16319 6O7 Yuba 1e71 693
bey. 163 472 Nevsaa 363 N %kM* am a13
Kara a7M 4" MO." 71ol Is Ban 04" 51e111 a Beek 1Ns, Pqa 11e77a
Nutt lint,* to end b-d the pert." hrrato. with respect Its the property &bete detoibild. Said aWooments, Carta end or"ona Contained In said subdivision
A and B. (denticaf in JA anveitin, end ptintad on the reinstate aide hereof) ere by rho within teferenca tlle.ele, k4orporaled herein and +node a part of pars Cesd
of Truer for YI pwpow M trolly n it wr forth of length hare,.. and Beneficiary meaty Owlta for a ttotentwit r"wd,ng Out obligation secured Weley, prewded
th& d+&rga awelce don rtof exceed the tneni.urn 800wed by law.
The wdersgned Trun&r, raep,asts that a Copy of any native of drfault aria any notice of seat Itare.rder he nulled to hi. N his &dams iwe•nbsfwe set forth
( See subordinatias p=dsicn attached. ) siga.ture of Trwee
STATE OF CALIFORN14
COUNTY OF
balnre me. Via urider"nea a Notary Fubhti in and for &&4 Swa, per'
11-41TV afl0eer!�
pe,bonalh hr4wn to me (or groyey 1a me On Vu basis d. a4t stsmory
es itownte) to fie" perser4V wNosa ts&trals+ 11fbt1 Uftcr bad to 1io
Willson nftnMMnl AM sChnow"od 70 me that ha•sMlth" Oeacltled
Ina same
WITNESS my Bend and Wh[yl Mal.
aipnetwe AMCHME 11' NO. 9
Page 1 of 4
s eat,el m~.W seal
1158 16:821
OO kOT RECORD
Tllo foildwFg is e soft of S bid• Y A end 1 of Me fictitious Oead of Twat recorded In such ownty 6 G s a seated in po lae0, Dead of TAM and In.
@erporaaO 2, nuance Ih red tlnet a llaefg a pert dfemaof a N w lbrtyt se Iah f1h tlwranrk
A. To een tti wa "v of� proweavam4 of Tfu@L Trww epee
emerahatAfrwrrnaarry owiaewirgM4m bias M 0Dr►ISIr@t@rL oeti4d w dsaeevyOd mason fro b nletrure lumlywt
tn0~.. so c~y term ell lens Shinn" aid made lh~: art 1e OhrMall or Dann awn mareot: net
loc-P-0 IV 0. a lend: fma with@ e. trNste, fenfut. Mnw7+If. prune ad Io an Oman sal,hXww May, M viaecaa
w a" Insurance palmy a%% be wood t1Y leteheway upon any kneob+dmlev 1 6mmmti, w of GPIA. cc pile•
fie Wiry M annrtl arrharwl I rw.alo, WO amlion OF felaaa !reel sat Owns Or twos Om► dsfauit of hol Ca Of drta It
13) To oppew Inend delved any action a prQeadina durnarty,y se Niece thf security berOdf w she neha or Dormers of Beneficiary w Truss. and to Perot
Web and eaPrllrs, rnckd.ng Cost Of rdact of ban and atorney'l loot a a naaDneWa own, an my rich action of iWm dwq 1n Mhih SertitncwaY or fiurtr slew
@pow. and in any suit Drought W lerlaliclay to loroclor the Dead.
lei To per: at level won dart before dOlrnamencv of tetea and sommwfe affecting ind proo". lncipdig umm-wla an appurtenant waver suck: when
dus: all aiunmeeamces, chortles aid Imm& width inmost. on sera property or" Oat eweraof, which appear to Doctrine W suporw hereto; of poets, lossaid P Wnefn Of
my TNst
Should Treater fell m maws any psMnwnl Of to do fury do a I woo DrordrQ tmn 9wi neflclany or TAales. but owimout obligation so to do ad wnsmVl notice It
w ninwind widen TrYew and *twhOut rerelamng Truster, from a y oblgerrOh arraof. 1HaI,c ltrawf Or do sit WrIO n such WOMP and as Sign p brit a ethr mOy dOrn
as womV 10 prowct the wcvmy nor"'. lenoluolery or Trines, being ow MOryea 1]4inter uccl. sod property, for such purposes; @Doer M and deNrd My action Or pot
e.dhng Purposing we"Ki pm @scums hereof or the rgmb Or pdhyers of Iwletow or Twwetw. bey. purchase. eagerl or Wnnpromra any wAvItbranet. CI it or Ilrf
which a the Ilwaernamt of alma womm w be bnw Or srpernor hrata; and, an otncewiq any such Dowers, pay y,senoary snows, ornpley counsel old par by reaon•
ab* fee
(SI To pay YnnWiaely ad w:mwt won 4P d ell &AM 10 at IM by lnfelti any or Thrown. with inform has data of twDordiufe at me orrdwwnt ellpbta
by law In sflacr a1 the down hereof. W4 10 DW IOr MY WW"WAl Dreaded to- DY low AN effect at We OM 11,1010e1 Mgadrng rho oangrnon mKvmd hereby MAY anwrnt
demanded by area O~cwv Pat sD aaceed Ora pmterr i , anOwoed by Iaw in who trey whM sad eratartlart ■ domardob.
B. 11 i nwtaby dWwiaa.
01 Tha by seeporq oaY.men1 of my awn wgmd hntbnr after law due dear, eviefcuary daft on wow hit fee"other W IeWim plothol peyrrfenc ealan dW
of all Oman summit to secured at m dRlare cipfsull for ferrun ad a pay.
17l Tha al amp bale er flan "MID tine. y,nmwt lybfin mrela aid wwmwt norwce. poem a►rifMm MOlretr M Bon- ary end Dreamtawrn of min Did
and said a0a tar anWOwsnVwl tnd wwthwt alfeellng ewe Dentinal im utv of any Oanan twin 9errnrnt of line ewtowadnaa tow d Hereby. T/Yslse w or= lecOrrs i any
pit N led DrepwW: eorwsrns 10 man mMung of any reap or Vial Marto; pin n granting any potential merearfi wpm ern any e.MrrOn preenflallt or amp Wonniaml
alwbonknenng 94 ion Or oft" bWWC
sal That wo m frnlRl Malat of Herrin wtry ittting met fit army myed keftby kra bin paid, end moon surwKw of ml@ Dead and and am ad Tngae
for rrs@ilation and momtdn or Ochr dnpautw011 a TNtbe in to tat dnacnsinioln play Choose and MPOn DsvMa11 of is hot. TIustw trial recafnyer, Iwmwl warranty.
the prepary Wen hand hsrWader. The recitals a such reconf.gyannee of only agirs a facts Shall be OanclpWp proof of who W mlylllala tin so. The %retiree a a ch
racomraysmce may be dn{noa/ a "tho person or partord Iogaly entitled marola,"
flu That a addition eai:u-ry. Turner hereby Arse cland eontas Yen Saetiewy who right. power and 4 imenhy, wring the continuance of nor Trus4
to contact Not Mqow wtown and wed profits of property. hoorving into Tnatw Ire rghL Ordr d O nY c101swit by Trub ar M DeymPRY of Y OdeetdMa OKbFW hereby
Or
performance of any OV@O.Mn nowwwnder, to co;at and Mtanre m such nlL .jot and pretla a they bsarwe we Ord pay/is. Upon any such Default, lOrtit-cwV
trey we any bins entnout note s, wither M penorn, by spent or by a ractwrar to W ODoo•ntad by a cwm omit mmwl raid to the sdeauecY Of any scurrt► ter ma A
OfbtdMs hereby secured. @am wDon and lake DasMaraf Of said pfcoarb, Of on, DWI tlMr"l. M be awn harm sw far err Ooarwnr Collett "11 wniL IIWeL and DrdF
i1L wilchmng mows, now out and ufnpera. ad apov the wnm. Now sacs and Np"m of oW et oh and corps ton, Mckdwn/ Ieaionbws atldenlay't tom moon any adrbNll-
vies secured hereby. we in 9dr order M lmatcWV rays benowrrmn The inner not upon Ord waning palteldn 04 red property. the eanlacliwi Ol such hi nt► ih.w aid
Profits wind the appliCabon thereof a ddfnW. Mall not wro or two*@ any dra. 11 or wolf:o of dolours fnrawrder Or Mhaldals cry act done SuftYart 10 such notice.
16f That opera dtfs ult by Trucial, In Diyraamt of any Indebtedness gonna hereby, or on perfor-timice of any aaoalnant hereunder. Boos city enor dacha
ah AMe secyld lfrlbY inlrild aMY flue and DeyaWr by deiaiay b TAdbe of myfillM OachaawlMi m aaLlt and derrlad tp /e arena o} wmnitan mwlrca es, OptsAt MO
of alacbanjo Cora 10 be told said property, which notice Trusts@ drill cause Ls, Do h wp for fsCprd. lwnalwcrosry also mall deposit error Trldlw my Dad. @aid ease end
Oil dOCuftlana VIK*MM@ OaperddluM securtd aaOby.
Aha pin Wpm of such the a nor Man of MmuiMd by low fbllomna the M oraation of teal nOtcs of Default and liotwce at so* harrng been, girt^ w men m
ourrd by low. Trustee. ammout Oerhad on Truster. "I earn fad property at rho Onto and ViacO had by 41 M God notict Of W% Mho a a PAOIf W M OKW M Par-
e^ and in such Ordr as it Ihoi orlmnnns, of public auction in who hphat bddr' for cash n Ireful Mornay of who Unrtpd State& payable @I came of We. Tiwistee mar
9aambms we to sit at tiny partwpn of food property by twwr. eruuorrcerhamt al both twin. and Iris of ales. end hail bona to lifno platestm tart oae19@re b.rh tit
by publiC arwiidunctmfant in man one had oy ma p"n edrry ppllpawrynL TnL1110 mall Garver to such muchewr is Owed conveying the orocersy so eeM, but wntrn•
out anti cbronalt or wwaromty. moment at ornolww. The recitals in such deed of a'v matters of 1s:A "I be Comncrptw@ proof of IN err OhNIMa him 001. Any porsml
Incltion TIWsce. Truatwe, at Satilcrory as hatnaher Othned. many cumnat at Itch wf-
After dwducdap all ewer, foe and aapenwe of Truelee area of the Trust Milpd,ng cat of a dense of bile in connection worm We. Trustee shelf avow *4 Dro,
cods of We to p rymant of: all arena aapsldd prow mt terrrr hrma0l, not Inn rtipaO, truth acerud Meant a tM anwy,t al eyed by law M oftnt a mo dose hirreef.
MI odNr Ley tmn eacwired h",V, and the rnnorlar, it any, to Om oorton or pa}Yy Ngally entitld DMMta.
171 pwWkiay, Of err► Rrttaaer in ow"orshiD of any irr6pbtndrren er,ird heresy. thin harm tine N titti. W Melfumemit M anlMg. sypeluuse t o.eeator
or swacwws maw Trustee nand ban- or mono nrsndr. which MtP~L 4-KV%d by ter► SaMff:wav and Oily ackrio.wellgae anti racerOOd M tht afff:e O1
bin nK0laer M me CpwmW w Ownua snare fad area" y bNatid. Mall of Corml:Kuwa Drool Of oowr wbaetutioh of much Lw0Cw1pr Truagt or Truston. who mil.
wo•.thw1OarOyallet frarr maTNnteepnsdareOf,sKeed lea, not bOR ebb, Agee. DOn Vml @md dutme 5ed dytror nom rwdt epritan me @ens of 04 Orions Trutta.
Triangle and /alafcltry, hersmdw. me book and paps wherf this Dad to woraw and me name and @aorta of ma now Trrdbe.
MI That " Oed wKU% 1s. +neat d am bemfht of. entl biros off oaoa horn. MOrn I401% bast@.. dit MN aenlaaeraen aaeeuton MAXONam and W
aiawL Ttla area �alat%IaY c al IIIw- ma owmr ad Haar. MCiyOmro pnnlOgwS of me natal secured finial whether Or col hand a serMtwLnay nano In met COW.
whrlwar Ma content ee regpiM the maepl.no gilder Include the fornowit and. or Owwter. and th@ angular viorn er includes On Plural.
WI That Trimea adm thla Trust wohsw dnus Ord. Aaly amwld end ackwdrutadPd. Is waft a oublc two a YrvrwOtd by to . Tmntw era hot ObAgntaa •e
nobfv any panty ban* of paid ng son under any Omr Dad of Trust or of any action a orocoodmng in which Theta. SaMfciary, or Trustee mall be a Decry uw vet
brought by Trustee
DO NOT RECORD REOU£ST FOR FULL RECONVEVA%CE
TO FIRST AMERICAN TITLE INSl1RANCE COMPANY. TRUSTEE:
The andreynaid Is the logel Perrier and holder Of the note Of ndt@L and Of al SMOI nldebbOla rawMe by Ind lOi -no DOW Of Trust- lad mete or nbtyL w
Miner terol Oil door windebladMw secured by ad bed of Trust have been fully 9@d and satisfied. and ►ou Oro ninety, rOW Wd rro Ourected. On DOvmaN M To. Of
any, ourne Onwng to Vim window the tome of fed Data of Trutt to semis red nprr a motet some mMl.ond, and ti Other ardernces of widebbdner aft."d a red
Dead al TNN dawmrp p ywyu Here.wwm. togrdia ymm des red D+wd Of Tnw6 W tQ ntcomMp, ynmopt worrsnq, a ma Dwrtiee dawahaled by ma tsmra ol turd Sawa
of Trum all me arms now %dad by you under ohs so -no.
Dots
Plains InsiA Dead of Trust
%of%ad Rsorweverca IO
Dn nnr IDrr or stringy An Deed of Truir OR THE A'OTF r hkk It pTuret dvt.1 omit be defn•rwd to Or Tmfrrr lbw CrmrWarkw br my nrti wrnrwrr and' ban me!,
1 n—
Ui
i'r'
O
ro C W
naV)
1
c
g
Q
E >x
Q} 0 ~
�
v
s•
U
L U
L,�.1
4- ii
F--
im
ATTACHMENT NO. 9
Paqe 2 of 4
[INSERT LEGAL DESCRIPTION]
ATTACHMENT NO. 9
Page 3 of 4
Pursuant to Section 612 of the DDA referenced
above, the Beneficiary agrees to execute such
documents as may be reasonably requested by the
Trustor and any lender approved pursuant to
Sections 107 and 204 of the DDA to effectuate the
subordination of Trustor's contingent obligation
hereunder to the lien of such lender's mortgage or
deed of trust.
ATTACHMENT NO. 9
Page 4 of 4
A. "}I�it f�fICE �'PIiBLIC tOi10E '�,'"4 � �i10E �.. i'!�i i1�1TICf + I PiSLIG Ip116t '
jdOTICE OF�A JOINT PViLIC~HEARING BY THE CITY COUNCIL OF HUNTINGTON `
C. BEACH AND THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH
ON THE SECOND AMENDED 'DISPOSITION AND DEVELOPMENT AGREEMENT
BETWEEN THE REDEVELOPMENT AGENCY AND CALIFORNIA RESORTS.
NOTICE IS HEREBY GIVEN that the City Council of the City of Huntington Beach and
z,.. the Redevelopment Agency of the City of Huntington Beach will hold a joint public
hearing on June 27, 1988, at 7:00 PM in the Council Chambers, City Hall, 20M Main
Street, Huntington Beach, California, to consider and act upon the - Second Amended
- Disposition and Development Agreement between the Redevelopment Agency of the City
of Huntington Beach and California Resorts and sale of the land pursuant thereto. The
Agreement provides for the development of a six-plex movie theatre, retail commercial
and office space along Main Street and public plaza with subterranean parking and
residential condominium units, within the Main -Pier Redevelopment Project Area.
Description of the sites can be found in the Agreement.
The terms of the lease and sale of property between the Agency and California Resorts
are set forth in the Agreement.
The proposed projects are covered by final Environmental Impact Report for the
Main -Pier Redevelopment Project Area for which a Notice of Preparation was filed on
` May 6, 1985.
t
Copies of the Amended Disposition and Development Agreement and the Environmental
Impact Report are on file for public inspection and copying for the cost of duplication at
the office of the City Clerk, City of Huntington Beach, California, between the hours of
I 8:00 AM and 5:00 PM, Monday thru Friday, exclusive of holidays.
c Interested persons may submit written comments addressed to the City CIerlt of the City
of Huntington Beach, Post Office Box 190, Huntington Beach, California 92648, prior to
the hour of 5:00 PM on June 24, 1988.
f
- AT the time and place noted above, all persons interested in the above matter may appear
and be heard.
Dated: June 10, 1988
CITY OF HUNTINGTON BEACH, By: Alica M. Wentworth, City Clerk
Published Orange Coast Daily Pilot June 13, 20, 1988
i declare, under penalty of perjury, that the
foregoing is true and correct. rY ` >
c�
Executed on June 20 , 1988 _ � P�Z
at Costa Mesa, California.
�4s�9 lure
PROOF OF PUBUCA' TION
CONSENT TO ASSIGNMENT OF DDA
In consideration of the assumption of the obligations of
the Assignor under the DDA, the Agency hereby consents to the
Assignment of the DDA to Assignee pursuant to Article I
above; provided, however, that by consenting to this
Assignment, the Agency shall not be deemed to have released
Assignor from liability under the DDA for any obligations of
Assignor which may have arisen prior to the Effective Date of
this Agreement, unless released in writing by the Agency.
HUNTINGTON BEACH REDEVELOPMENT
AGENCY
Dated • / �5^ , 1988 By •
Its: A�encv Chairman
ATTEST: APPROVED AS TO FORM:
Clerk Agenc Counse
REVIEWED AND APPROVED: INITIATED AND APPROVED:
E ecutive Director D' o conomic Development
NOTICE OF A JOINT PUBLIC HEARING BY THE CITY' COUNCIL OMr .:
HUNTINGTON BEACH AND THE REDEVELOPMENT AGENCY. OF THE CITY OF
HUNTINGTON BEACH ON THE SECOND AMENDED DISPOSITION AND
DEVELOPMENT AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY
AND CALIFORNIA RESORTS
NOTICE IS HEREBY GIVEN that the City Council of the City of Huntington
Beach and the Redevelopment Agency of the City of Huntington Beach will
hold a Joint public hearing on June 27, 1988, at 7:00 PM in the Council
Chambers, City Hall, 2000 Main Street, Huntington, Beach, California, to
consider and act upon the Second Amended Disposition and Development
Agreement between the Redevelopment Agency of the City of Huntington
Beach and California Resorts and sale of the land pursuant thereto. Ths
Agreement provides for the development of a six-plex movie- theatre, retaq
commercial and office space along Main Street and public plaza with
subterranean parking and residential condominium units, within the Main -
Pier Redevelopment Project Area. Description of the sites can be found In
the Agreement.
The terms of the lease and sale of property between the Agency and
California Resorts are set forth in the Agreement.
The proposed projects are covered by a final Environmental Impact Report
for the Main -Pier Redevelopment Project Area for which a Notice of
Preparation was filed on May 6, 1985.
Copies of the Amended Disposition and Development Agreement and
Environmental Impact Report are on file for public inspection and copying for
the cost of duplication at the office of the City Clerk, City of Huntington
Beach, California, between the hours of 8:00 AM and 5:00 PM, Monday.
through Friday, exclusive of holidays.
Interested persons may submit written comments addressed to the City
Clerk of the City of Huntington Beach, Post Office Box 190, Huntington
Beach, California 92648, prior to the hour of 5:00 PM on June 24, 1988.
AT the time and place noted above, all persons Interested in the above
matter may appear and by heard.
Dated: June 10, 1988
CITY OF_HUN.TINGTON BEACH, By: Alicia M. Wentworth, City Clerk
Publish" Hunt ngton _Beaoh !lows June 17, and Juno 24, 1988
MWK NOT KE PUBLIC NOT" PUBLIC NOTICE PUBLIC NOTICE PUBLIC NOTICE
PUBLIC
NOTICE OF A JOINT PALIC HEARING BY THE CITY COUNCIL OF HUNTINGTON
BEACH AND THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH
ON THE SECOND AMENDED DISPOSITION AND DEVELOPMENT AGREEMENT
BETWEEN THE REDEVELOPMENT AGENCY AND CALIFORNIA RESORTS.
NOTICE IS HEREBY GIVEN that the City Council of the City of Huntington Beach and
the Redevelopment Agency of the City of Huntington Beach will hold a jointpublic
'hearing on June 27, 1988, at 7:00 PM in the Council Chambers, City Hall, 2000 Main
Street, Huntington Beach, California, to consider and act upon the - Second Amended
Disposition and Development Agreement between the Redevelopment Agency of the City
of Huntington Beach and California Resorts and sale of the land pursuant thereto. The
Agreement provides for the development of a six-plex movie theatre, retail commercial
and office space along Main Street and public plaza with subterranean parking and
residential condominium units, within the Main -Pier Redevelopment Project Area.
Description of the sites can be found in the Agreement.
The terms of the lease and sale of property between the Agency and California Resorts
are set forth in the Agreement.
The proposed projects are covered by � final Environmental Impact Report for the
Main -Pier Redevelopment Project Area for which a Notice of Preparation was filed on
May 6, 1985.
Copies of the Amended Disposition and Development Agreement and the Environmental
Impact Report are on file for public inspection and copying for the cost of duplication at
the office of the City Clerk, City of Huntington Beach, California, between the hours of
8:00 AM and 5:00 PM, Monday thru Friday, exclusive of holidays.
Interested persons may submit written comments addressed to the City Clerk of the City
of Huntington Beach, Post Office Box 190, Huntington Beach, California 92648, prior to
the hour of 5:00 PM on June 24, 1988.
AT the time and place noted above, all persons interested in the above matter may appear
and be heard.
Dated: June 10, 1988
CITY OF HUNTINGTON BEACH, By: Alica M. Wentworth, City Clerk
Published Orange Coast Daily Pilot June 13, 20, 1988
r
Authorkzed to Publish Adverlisernents of all Ads Including public
notices bjr Oec►ee"of the Superior Court Or Orange County.
California, Number A-6214. dated ;9 September. 1961. and
A-24831. dated 11 June. 19634 . .; . -
STATE OF CALIFORNIA
County of Orange. n,n.c Nock. td...V" CD -Wed
W ers er•wee f r so M r PWA
.weft to vk■ to%~ werh
I am a Citizen of the United States and a resident of
the County aforesaid:'t am over the age of eighteen
years,'and not a party to pr interested in the below
entitled matter. I am a principal clerk of the Orange
Coast DAILY PILOT. with which is combined the
NEWS -PRESS, a newspaper of general circulation,
printed and published in the City of Costa Mesa,
County of Orange. State of Ca!ifornia• and that a
Nonce of _ Joint Public Hearing_ _
of which copy attached hereto is a true and complete
copy, was printed and published in the Costa Mesa,
Newport Beach, Huntington Beach, Fountain Valley.
Irvine, the South Coast communities and Laguna
Beach issues of said newspaper for * ti o
consecutive weeks to wit the issue(s) of
June_l3, 20 - 198 A
, 198
, 198
, 198
198
I declare, under penalty of perjury, that the
foregoing is true and correct.
Executed on June 20 r 198 13
at Costa Mesa, California.
Sig ture
1
0
PROOF OF PUBLICATION
.t
SECOND AMENDED AND RESTATED
DISPOSITION AND DEVELOPMENT AGREEMENT
by and between
HUNTINGTON BEACH REDEVELOPMENT AGENCY,
and
CALIFORNIA RESORTS,
AGENCY,
DEVELOPER
06/10/88
V
I.
II.
TABLE OF CONTENTS
[§100] SUBJECT OF AGREEMENT .................
1
A.
[§101]
Purpose of Agreement............
1
B.
[§102]
The Redevelopment Plan..........
2
C.
[§103]
The Site ........................
2
D.
[§104]
Parties to the Agreement........
3
1. [§105] The Agency .................
3
2. [§106] The Developer ..............
3
3. [§107] Restrictions on the Deve-
loper's Rights to Assign...
4
[§200]
ASSEMBLY OF THE SITE AND TASKS TO
BE
ACCOMPLISHED PRIOR TO DISPOSITION
OFTHE
CITY PARCEL ...................
7
A.
[§201]
Acquisition of the Site.........
7
B.
[§202]
Street Vacation .................
12
C.
[§203]
Development and Building
Approvals .......................
13
D.
[§204]
Evidence of Financing
Commitments .....................
13
E.
[§205]
Evidence of Theatre Lease.......
15
I§300] DISPOSITION OF THE AGENCY SALES
PARCELS AND THE CITY PARCEL..........
15
A.
[§301]
Disposition of the Agency
Sales Parcels ...................
15
B.
[§302]
Disposition of the City Parcel..
16
C.
[§303]
Escrow........... 0..............
18
D.
[§304]
Close of Escrow and Transfer
and Delivery of Possession......
21
(i}
06/ 10/ 88
IV.
E.
[§305]
Form of Deed ....................
F.
[§306]
Condition of Title ..............
G.
[§307]
Time for and Place of Delivery
of Deed .........................
H.
[§308]
Taxes and Assessments...........
I.
[§309]
Recordation of Deed .............
J.
[§310]
Title Insurance .................
K.
[§311]
Occupants of the City Parcel
and Agency Sales Parcels........
L.
[§312]
Physical Condition of the City
Parcel and the Agency Sales
Parcels; Developer's Right of
Access Prior to Close of Escrow.
[§400]
DEVELOPMENT OF THE SITE BY THE
DEVELOPER ............................
A.
[§401]
Scope of Development............
B.
[§402]
Cost of Construction............
C.
[§403]
Construction Schedule...........
D.
[§404]
Bodily Injury and Property
Damage Insurance ................
E.
[§405]
City and Other Governmental
Agency Permits ..................
F.
[§406]
Rights of Access ................
G.
[§407]
Local, State and Federal Laws...
H.
[§408]
Antidiscrimination During
Construction ....................
I.
[§409]
Taxes, Assessments,
Encumbrances and Liens..........
J.
[§410]
Holder Not Obligated to
Construct Improvements..........
21
21
21
21
22
22
NEI
22
23
23
23
23
24
25
25
26
26
26
27
06/10/88
V.
V1.
K.
[§411]
Notice of Default to Mortgagee
or Deed of Trust Holders;
Rightto Cure ...................
27
L.
[§412]
Failure of Holder to Complete
Improvements ....................
28
M.
[§413]
Right of the Agency to Cure
Mortgage or Deed of Trust
Default .........................
29
N.
[9414]
Right of the Agency to Satisfy
Other Liens on the Site After
Title Passes ....................
29
Q.
{§415].
Certificate of Completion.......
29
[§500]
USE
4F THE SITE.*...... .... a .........
30
A.
[§501]
Uses ............................
30
B.
[§502]
Effect and Duration of
Covenants .......................
33
[§600]
DEFAULTS AND REMEDIES ................
33
A.
[§601]
Defaults --General ...............
33
B.
[§602]
Legal Actions ...................
34
1. [§603] Institution of Legal
Actions ....................
34
2. [§604] Applicable Law .............
34
3. [§605] Acceptance of Service of
Process ....................
34
C.
[§606]
Rights and Remedies Are
Cumulative ......................
34
D.
[§607]
Inaction Not A Waiver of Default
35
E.
[§608]
Termination By The Developer....
35
F.
[§609]
Termination by the Agency.......
35
G.
[§610]
Additional Remedies on
Termination .....................
36
06/lo/ss
H.
[§611]
Option to Purchase/Repurchase...
36
I.
[§612]
Liquidated Damages ..............
38
VII. [§700]
GENERAL PROVISIONS ...................
39
A.
[§701]
Notices, Demands and Communi-
cations Among the Parties.......
39
B.
J§702]
Conflicts of Interest...........
39
C.
[§703]
Enforced Delay; Extension of
Times of Performance............
39
D.
[§704]
Non -liability of Officials and
Employees of the Agency.........
40
E.
[§705]
[Intentionally Omitted]
40
F.
[§706]
Relocation of Existing
Occupants .......................
40
G.
[§707]
Amendments to this Agreement....
41
VIII. [§800]
ENTIRE AGREEMENT, WAIVERS, APPROVALS.
41
IX. [§900] TIME
FOR ACCEPTANCE OF AGREEMENT
BYAGENCY ............................
41
ATTACHMENTS
No.
1
SITE MAP
No.
2
LEGAL DESCRIPTICN
tlo.
3
SCHEDULE OF PERFORMANCE
No.
4
FORM OF DEED
No.
5
[Reserved]
No.
6
[Reserved]
No.
7
SCOPE OF DEVELOPMENT
No.
8
METHOD OF FINANCING
?lo.
9
SUBORDINATED DEED OF TRUST
(iv)
06/10/88
SECOND AMENDED AND RESTATED
DISPOSITION AND DEVELOPMENT AGREEMENT
THIS SECOND AMENDED AND RESTATED DISPOSITION AND
DEVELOPMENT AG EMENT (the "Agreement") is entered into this
day of r 1988 (the "Effective Date"), by
and between the HUNTINGTON BEACH REDEVELOPMENT AGENCY (the
"Agency") and CALIFORNIA RESORTS, a California general
partnership (the "Developer"). The Agency and the Developer
hereby agree as follows:
I. [§100]
SUBJECT OF AGREEMENT
A. [§101] Purpose of Agreement
The purpose of this Agreement is to effectuate
the Redevelopment Plan for the Main -Pier Redevelopment
Project Area (the "Project area") by providing for the
disposition of certain property situated within the Project
Area (the "Site") and the development of certain commercial,
residential, and related improvements (the "Project")
thereon. This Agreement is entered into for the purpose of
developing the Site and not for speculation in land holding.
Completing the development of the Project on the Site
pursuant to this Agreement is in the vital and best interest
of the City of Huntington Beach (the "City"), and the health,
safety, morals and welfare of its residents, and in accord
with the public purposes and provisions of applicable state
and local laws and requirements under which the Redevelopment
Plan has been undertaken.
This Agreement is intended to supersede and
replace the original Disposition and Developnent Agreement
entered into by and among the Agency, Huntington Pacifica I,
and the City on or about August 19, 1985, as modified on or
about February 18, 1986 (collectively the "Original DDA"),
and the First Amended Disposition and Development Agreement
entered into by and between the Agency and Huntington
Pacifica I on or about November 20, 1986 (the "First Amended
DDA"). The parties agree that the provisions of the Original
DDA and the First Amended DDA are of no further force and
effect including, without limitation, the Guarantees set
forth as Attachments thereto, Henceforth, all of the rights
and obligations of the parties with respect to the "Walnut -
Main Portion" and the "Site," as those terms were defined in
Section 103 of the Original DDA and Section 103 of the First
Amended DDA, respectively, shall be as set forth herein, and
all of the rights and obligations of the parties with respect
to the "Pier Side Portion," as that term was defined in
Section 103 of the Original DDA►, shall be as set forth in the
Pier Side Lease between the Agency and Pier Side Development
-1-
06/10/88
(the "Pier Side Lease") entered into on or about November 20,
1986, by and between the Agency and Pier Side Development.
In no event shall a default by the Developer hereunder be
deemed to constitute a default by the lessee under the Pier
Side Lease, and in no event shall a default by the lessee
under the Pier Side Lease be deemed to constitute a default
by the Developer hereunder. Similarly, in no event shall a
default by the Agency hereunder be deemed to constitute a
default by Agency under the Pier Side Lease, or vice versa.
B. [§102] The Redevelo ment Plan
The Redevelopment Plan was approved and
adopted by Ordinance No. 2578 of the City Council of the City
of Huntington Beach and amended by Ordinance No. 2634; said
ordinances and the Redevelopment Plan (the "Redevelopment
Plan") are
Notwithstanding
contrary, any
change the use
otherwise chap
apply to the S
Developer.
C.
incorporated herein by this reference.
any other provision of this Agreement to the
amendments to the Redevelopment Plan which
es or development permitted on the Site, or
ge any of the restrictions or controls that
ite, shall require the written consent of the
[§103]
The S ite
so designated on the
described in the "Legal
as Attachment No. 2
reference.
The Site
is that portion of the Project Area
Site Map (Attachment No. 1) and
Description" which is attached hereto
and incorporated herein by this
The Site includes the "Developer Parcel," the
"City Parcel," the "Agency Sales Parcels," and the "Vacation
Portion" (which parcels and property interests are shown on
the Site Map (Attachment No. 1) and more particularly
described in the Legal Description (Attachment No. 2)). The
Developer Parcel is that portion of the site owned by the
Developer as of the Effective Date of this Agreement. The
City Parcel is that portion of the Site owned by the City as
of the Effective Date of this Agreement. The Agency Sales
Parcels are those portions of the Site owned by third parties
as of the Effective Date of this Agreement (including
Assessor's Parcel No. 024-154-10 [the Zeiden parcel],
Assessor's Parcel No. 024-154-08 [the Assistance League
parcel], and the mineral rights and oil -related equipment
owned by various third parties). The Vacation Portion is
that portion of the public streets and alleys within the Site
which, subject to the other terms and conditions set forth
herein and in the Development Agreement to be entered into
between the Developer and the City with respect to the Site
(the "Development Agreement"), will be vacated and abandoned
by the City.
-2-
06/10/88
It is understood that the Site will be
subdivided pursuant to the "Approvals" referenced in Section
203 below between that portion of the Site to be developed
with commercial uses (the "Commercial Portion" of the Site)
and that portion of the Site to be developed with residential
uses (the "Residential Portion" of the Site). The Commercial
Portion and the Residential Portion shall be classified as
"Separate Development Parcels" as that term is used in this
Agreement.
D. [§104] Parties to the Agreement
1. [§105] The Agency
The Agency is a public body, corporate
and politic, exercising governmental functions and powers and
organized and existing under Chapter 2 of the Community
Redevelopment Law of the State of California. The principal
office of the Agency is located at City Hall, 2000 Main
Street, Huntington Beach, California 92648.
The term "Agency," as used in this
Agreement, includes the Huntington Beach Redevelopment
Agency, and any assignee of or successor to its rights,
powers and responsibilities.
2. [§I06] The Developer
The Developer is California Resorts, a
California general partnership. The general partners in
California Resorts are Uri E. Gati and Gary Lubliner. The
Developer and each partner in the Developer has represented
to the Agency that the Developer has the experience and
qualifications necessary to perform the Developer's
obligations pursuant to this Agreement. The principal office
and mailing address of the Developer for purposes of this
Agreement is 305 Walnut Avenue, Huntington Beach, California
92648.
By executing this Agreement, each partner
in the Developer warrants and represents to the Agency that
he has the full power and authority to enter into this
Agreement and that all authorizations required to make this
Agreement binding upon such partner have been obtained.
The term "Developer'
Agreement, includes California Resorts
assignee of or successor to any of its
responsibilities hereunder.
-3-
06/10/88
' as used in this
and any permitted
rights, powers, and
3. (§107] Restrictions on the Developer's
Rights_ to Assign
The qualifications and identity of the
Developer and the general partners of the Developer are of
particular concern to the Agency. It is because of those
qualifications and identity that the Agency has entered into
this Agreement with the Develcper. Accordingly, prior to the
Agency's issuance of a Certificate of Completion with respect
to the entire Site or, as to each Separate Development Parcel
within the Site, prior to the Agency's issuance of a
Certificate of Completion with respect to said parcel, all as
provided in Section 415 below, Developer shall not, except as
permitted in this Section 107, assign all or any part of this
Agreement or any rights hereunder without the prior written
approval of the Agency. For purposes of this Agreement, and
except as specifically set forth below, an assignment shall
be deemed to include any occurrence (whether caused by act or
omission of the Developer or either general partner, by
operation of law, or otherwise) that results in the general
partners of the Developer collectively transferring twenty-
five percent (25%) or more of the beneficial ownership or
management control of the Developer to any third party or
parties. The Agency agrees that it will not unreasonably
withhold apprcval of a requested assignment. In this regard,
the Agency agrees that it shall grant such approval provided:
(i) such assignment is made 'ir. connection with the sale or
lease for development of all of the Site, or Separate
Development Parcel thereof, to a responsible third party who
will undertake the Developer's responsibilities under this
Agreement to use and develop the Site, or Separate
Development Parcel thereof, in accordance with this
Agreement; (ii) such third party shall demonstrate
development qualifications and experience to assure the
development of the Site, or Separate Development Parcel
thereof, equal to or greater than the qualifications and
experience of California Resorts and the existing general
partners thereof; and (iii) such third party shall
demonstrate financial commitments or resources equal to or
greater than the commitments or resources of California
Resorts and the existing general partners thereof to assure
development of the Site, or Separate Development Parcel
thereof, in accordance with this Agreement. Notwithstanding
the foregoing, the Developer shall be entitled to make an
assignment (or assignments) which consists of a mortgage,
deed of trust, sale and lease back, or other form of
conveyance for financing, provided that the Agency determines
in its reasonable discretion that such assignment is made to
a lender approved by the Agency pursuant to Section 204 below
for the purpose of securing loans of funds to be used solely
for financing the direct and indirect costs, including
without limitation financing costs, interest, and
commissions, of planning, financing, developing,
-4-
06/10/88
�.d
constructing, and operating the Project to be constructed by
the Developer with respect to the Site or Separate
Development Parcel thereof.
Notwithstanding any other provision of
this Agreement to the contrary, Agency approval of an
assignment of this Agreement or any interest herein shall not
be required in connection with any of the following:
{i) Any transfers to any entity or entities
in which the Developer retains a minimum
of seventy-five percent (75%) of the
ownership or beneficial interest and
retains management control.
(ii) Transfers resulting from the death or
mental or physical incapacity of an
individual.
Transfers or assignments in trust for the
benefit of a spouse, children,
grandchildren, or other family members.
(iv) A sale of the Site or any Separate
Development Parcel thereof at foreclosure
(or a conveyance thereof in lieu of a
foreclosure) pursuant to a foreclosure
thereof by a lender approved by the
Agency in accordance with this Section
107.
(v) A sale or transfer of some or all of the
Developer's interest in the Site or any
Separate Development Parcel thereof to a
lender approved by the Agency in
accordance with this Section 107, upon
the exercise by such lender of a right to
acquire the Developer's interest.
(vi) The conveyance or dedication of any
portion of the Site to the City or other
appropriate governmental agency, or the
granting of easements or permits to
facilitate the development of the Site.
(vii) The leasing of any part or parts of a
building or structure for occupancy in
the normal course of owning and operating
the Project.
(viii) The sale of individual condominium units,
the conveyance of common areas within the
Residential Portion of- the Site, or
-5-
06/10/88
similar conveyances, provided that no
such sale or conveyance shall close prior
to the issuance of the Certificate of
Completion for the Residential Portion.
The Developer shall deliver written
notice to the Agency requesting approval of any assignment
requiring Agency approval hereunder. Such notice shall be
accompanied by sufficient evidence regarding the proposed
assignee's development qualifications and experience and its
financial commitments and resources to enable the Agency to
evaluate the proposed assignee pursuant to the criteria set
forth under (ii) and (iii) of the first paragraph of this
Section 107.
The Agency shall exercise reasonable
diligence to complete its review of the proposed assignee and
approve or disapprove any requested assignment which requires
Agency approval within forty-five (45) days after receipt of
the Developer's request therefor. Any disapproval shall be
in writing and shall specify the reasons for the disapproval
and, if applicable, the conditions required to be satisfied
by the Developer in order to obtain approval.
The Developer shall compensate the Agency
for its actual expenses (not including personnel or overhead
expenses) incurred in investigating a proposed assignee's
qualifications as a permitted assignee hereunder.
No assignment of the Developer's
obligations with respect to the Site or a Separate
Development Parcel thereof, whether or not Agency approval is
required therefor (but specifically excluding those types of
assignments identified in subparagraphs (iv), (v), (vi),
(vii) , and (viii)) , shall be effective unless and until the
proposed assignee executes and delivers to the Agency an
agreement in form reasonably satisfactory to the Agency's
attorney assuming the obligations of the Developer which have
been assigned. Thereafter, the assignor shall remain
responsible to the Agency for performance of the obligations
assumed by the assignee unless the Agency releases the
assignor in writing or unless the Agency has approved the
assignee on the basis of the criteria set forth under (i),
(ii), and (iii) of the first paragraph of this Section 107,
in either of which events the assignor shall be released only
from those obligations arising prior to the effective date of
the assignment. In addition, no lender approved by the
Agency pursuant to Section 204 shall be required to execute
an assumption agreement and such lender's rights and
obligations hereunder shall be as set forth in Sections 410-
413 below.
06/10/88
V
The restrictions of this Section 107
shall terminate upon issuance by the Agency of a Certificate
of Completion for the entire Project to be constructed on the
Site or, as to each Separate Development Parcel within the
Site, upon issuance by the Agency of a Certificate of
Completion with respect to said parcel.
II. [§200) ASSEMBLY OF THE SITE AND TASKS TO BE
ACCOMPLISHED PRIOR TO DISPOSITION OF THE CITY
PARCEL
A. [§201] Acquisition of the Site
1. The Agency and Developer agree that in
order for the Developer to develop the Project on the Site in
accordance with this Agreement, the Developer must acquire
fee simple merchantable title to the Site free and clear of
all 'monetary liens and all recorded and unrecorded non -
monetary liens, encumbrances, easements, licenses, leases,
and other defects of title, ex^epting only (i) Exception Nos.
as shown on Schedule B of that certain
Preliminary Title Report dated , 198 ,
prepared by First American Title Insurance Company (Order No.
) and (ii) such other defects of title as may be
approved by the Developer in its reasonable discretion
(hereinafter collectively the "Approved Title Condition").
The Agency covenants that on or before
the date specified in the Schedule of Performance (Attachment
No. 3), the Agency shall -acquire title to the City Parcel
from the City consistent with the Approved Title Condition.
In addition, the Agency covenants that on or before the date
specified in the Schedule of Performance, the Agency shall
request the City to initiate proceedings and determine
whether to vacate the Vacation Portion of the Site, as
provided in Section 202 below. Prior to the Effective date
hereof, the Developer (including affiliated entities of the
Developer) ha:: acquired title to the Developer Parcel. The
purpose of this Section 201 is to set forth the procedures
for the Agency's acquisition of the remaining parcels and
property interests in the Site that remain to be acquired
(the "Agency Sales Parcels") in order to place title to the
Site in the Approved Title Condition.
2. Prior to the Effective Date of this
.Agreement, the Agency has caused to be prepared and delivered
to the Developer updated acquisition appraisals for the
Agency Sales Parcels. The Developer has approved such
updated acquisition appraisals and represented to the Agency
that the Developer is prepared, subject to the other terms
and conditions set forth herein, to proceed to finance the
acquisition of the Agency Sales Parcels on the basis of such
updated appraisals. Within the time set forth in the
-7_
06/10/88
Schedule of Performance, the Developer shall deliver to the
Agency an irrevocable direct -pay letter of credit payable to
the Agency, in a form subject to the reasonable approval of
the Agency's counsel, drawn upon a bank or other financial
institution authorized to do business in the State of
California and which has been approved by the Chief of
Administrative Services for the City (who shall act
reasonably in making such determination), in an amount equal
to 150% of the sum of the Agency's updated appraisals
referenced above for the Agency Sales Parcels, and
conditioned for payment to the Agency (upon demand by its
Executive Director or authorized designee) for the Agency's
"Acquisition Costs" (as that term is defined below) of such
parcels.
3. Prior to the Effective Date of this
Agreement, the Agency has attempted to acquire by negotiated
purchase the Agency Sales Parcels. Provided that the
Developer timely delivers to the Agency the letter of credit
referenced in paragraph 2 above and further provided that the
Developer is not otherwise in default hereunder, within the
time set forth in the Schedule of Performance, the Agency
shall determine, in its sole discretion, and after the
appropriate public hearing, whether to acquire the Agency
Sales Parcels by exercise of its power of eminent domain. If
the Agency elects to exercise its power of eminent domain,
such election shall be made and the eminent domain action(s)
filed within the time set forth in the Schedule of
Performance; provided, that ncthing in this Agreement shall
be deemed to constitute a connitment by Agency to condemn
property or a prejudgment of the matters required to be
considered as part of any decision to condemn property. Upon
Agency acquisition of any of the individual parcels or
property interests comprising the Agency Sales Parcels, the
Agency and Developer agree that said parcels shall be
conveyed to the Developer and said property interests shall
be terminated, and the Agency and Developer shall cooperate
and execute any documents required to effect such
conveyance(s) and to remove said property interests of
record.
In the event that the Agency exercises
its power of eminent domain to acquire the Agency Sales
Parcels, the Agency shall, subject to delays outside the
Agency's control, exercise best efforts to complete the
acquisition of such parcels and terminate such property
interests as soon as possible after the commencement of
eminent domain proceedings.
In
its power of eminent
Parcels, the Agency
request, exercise its
06/10/88
the event that the Agency exercises
domain to acquire the Agency Sales
shall, upon the Developer's written
best efforts to obtain a judicial order
or orders (hereinafter "Order of Prejudgment Possession")
authorizing the Agency to take possession of the premises
prior to the final order(s) of condemnation. Upon such
request, either the Developer shall deposit funds with the
Agency or the. Agency shall be entitled to draw upon the
letter of credit referenced alcove in such amounts as have
been determined by the Agency to be necessary t❑ secure the
Order of Prejudgment Possession, provided the Agency has
received a commitment from the Title Company to issue a title
insurance policy immediately following the entry of the Order
of Prejudgment Possession which is sufficient to enable the
Developer to obtain and close its construction and permanent
loans for the development of the Site (as reasonably
determined by the Developer). Notwithstanding any other
provision of this Agreement to the contrary, if, at any time
prior to the Agency's acquisition and termination of the
Agency Sales Parcels, the Agency provides to the Developer a
copy of an Order of Prejudgment Possession for all of the
individual parcels or property interests comprising the
Agency,Sales Parcels, and:
(i} Agency delivers possession of the
premises which are the subject of the
Order of Prejudgment Possession; and
Agency is diligently proceeding with the
eminent domain action(s) seeking the
rendering of a final judgment or
judgments, which judgment or judgments
would authorize the taking, and the
Agency agrees to convey fee title to the
parcel or terminate the property
interest, as applicable, when Agency
completes the acquisition thereof; and
(iii) The right of possession conveyed by the
Agency to the Developer is sufficient to
enable the Developer to obtain a title
insurance policy as necessary to close
its construction and permanent loans for
the development of the Site;
then, subject to the Developer's acquisition of all other
parcels and property interests required by the Developer with
respect to the Site, as provided below, the Developer shall
accept such right of possession and proceed with the
development of the Site, or Separate Development Parcel
thereof, with the date of transfer of possession from the
Agency to the Developer treated the same as the date of close
of escrow for purposes of the Developer's obligation to
proceed with and complete construction.
06/10/88
L
Upon the request of the Title Company,
the Agency shall execute an indemnification agreement in form
satisfactory to such Title Company and reasonably
satisfactory to the Agency by which the Agency shall agree to
indemnify the Title Company for any losses, damages and
expenses incurred by the Title Company in the event of the
Agency's abandonment of the eminent domain proceedings.
Nothing herein shall be deemed to obligate the Agency to pay
for any additional premium or other charge necessary for the
issuance of said title policy. In the event that the Title
Company declines to issue a title insurance policy under such
circumstances, the Developer's obligation to commence and
complete the construction shall not commence to run until
title to the Site is held by the Developer consistent with
the Approved Title Condition.
4. The Developer shall advance to the Agency
all of the "Acquisition Costs," as defined below, for the
Agency Sales Parcels. Subject to the other terms and
conditions of this Agreement, the Agency shall submit written
invoices to the Developer as funds are required, together
with such written documentation supporting such invoices as
may be reasonably requested by the Developer. Invoices shall
be due and payable within fifteen (15) days after receipt.
If the Developer fails to timely pay an invoice (but not
before), the Agency may make a direct demand on the letter of
credit required to be provided by the Developer in accordance
with paragraph 2 above. In the event that the Agency
reasonably determines at any time that the letter of credit
is insufficient to cover the Agency's Acquisition Costs, the
Developer shall, upon fifteen (15) days written notice from
the Agency, increase the amount of the letter of credit
accordingly. The Developer shall renew or obtain a
substituted letter of credit (meeting the same requirements
for the initial letter of credit) within forty-five (45) days
prior to expiration thereof or the Agency, upon fifteen (15)
days written notice to the Developer, shall be entitled to
demand full payment under the existing letter of credit. In
the event that the amount of the letter of credit at any time
exceeds the remaining. amount required to cover the Agency's
Acquisition Costs, the Agency agrees, upon written request of
the Developer, to act reasonably to acknowledge such, if such
be the case, and authorize an appropriate reduction in the
amount thereof. The obligation of the Developer to maintain
the letter of credit (in such adjusted principal amount)
shall be terminated when all of the Agency's Acquisition
Costs have been fully paid.
The term Agency's "Acquisition Costs" as
used herein shall mean all costs reasonably incurred by the
Agency after the Effective Date of the First Amended DDA for
acquisition of any of the individual parcels and property
interests comprising the Agency Sales Parcels.
-10-
06/10/88
Notwithstanding any other provision of this Agreement to the
contrary, the term Agency's "Acquisition Costs" shall exclude
the following, which are an Agency responsibility under
Paragraph 2 of the "Method of Financing" (Attachment No. 8):
(i) Agency administrative, overhead, and
personnel expense; provided, however,
that if the Agency utilizes the City
Attorneys cffice to prosecute an eminent
domain action or actions, the term
"Acquisition. Costs" shall include the
salary, fringe benefit, and other
personnel expenses reasonably allocable
to such services;
(ii) the first One Million Dollars
($1,000,000) of expenses incurred for the
following limited purposes: (a) benefits
and assistance to be provided to relocate
occupants of the Site who may be entitled
to such payments; (b) costs relating to
the acquisition of rights of surface
entry to drill into, through, and to use
and occupy any part of the Site lying
more than 500 feet below the surface
thereof for any and all purposes
incidental to the exploration for and
production of oil, gas, hydrocarbon
substances, or minerals; and (c)
compensation for the acquisition of oil
wells, oil drilling equipment, pipelines,
tanks, and related property, together
with benefits and assistance to be
provided to relocate any such property
from the Site; it being understood and
agreed th t the Agency has expended the
SUM of 4bj(jM*�rec. ` Ix aoos-'- Dollars
($-t--7) of I such amount between
the Ef of ctive Date of the First Amendment
and the Effective Date hereof;
expenses incurred to extend certain
utilities to the Site and to relocate and
underground certain existing utilities
(water, sewer, gas, electrical, and
telephone) on the Site, including the
public streets and alleys to be
abandoned, as more particularly described
in Paragraphs II.G and III.B of the Scope
of Development (Attachment No. 7); and
(iv) Agency payments, prior to the final award
of compensation in an eminent domain
-11-
06/10/88
action, to the owner of a parcel or
property interest being acquired, to the
extent such payments exceed the amount of
the approved updated acquisition
appraisal for such parcel or property
interest as referenced in paragraph 2
above, unless the Developer shall have
agreed in writing to pay such higher
amount.
Except as specifically limited
hereinabove, the Agency's Acquisition Costs shall include,
but not be limited to, costs for real estate purchases and
option agreements, escrow fees and charges, title insurance,
relocation expenses, court judgments, court costs, attorney's
fees, appraisal fees, and expert witness fees.
The Agency shall exercise all reasonable
efforts to conserve funds so as to minimize its Acquisition
Costs, consistent with its obligations under applicable laws.
During the entire property acquisition process, the Agency
and Developer shall informally consult with and inform one
another regarding the status of the acquisitions and any
matters which may significantly affect the timing and costs
of the acquisition(s).
Prior to the Effective Date of this
Agreement, the Agency has informed the Developer that the
Agency has retained the following contract consultants to
assist the Agency in the acquisition process: John Cutler
and Associates (acquisition consultants), Richard Metcalf
(appraiser), Redwine and Sherrill and Justin McCarthy and
Stradling, Yocca, Carlson and Rauth and Thomas P. Clark, Jr.
(special legal counsel), and Pacific Relocation Consultants
(relocation consultants). The Agency agrees that it shall
not utilize any additional or different contract consultants,
and shall not change its existing contractual arrangements
with its existing contract consultants, without the
Developer's prior written approval, which approval shall not
be unreasonably withheld.
B. [§202)
Street Vacation
Provided that the Developer is not in default
of its obligation under this Agreement, within the time set
forth in the Schedule of Performance (Attachment No. 3), the
Agency shall request the City to initiate proceedings and
determine whether to vacate certain portions of city streets
and alleys (the "Vacation Portion") as depicted on the Site
Map (Attachment No. 1), and to convey all of the City's
right, title, and interest in the Vacation Portion to the
Developer. It is understood that the resolution approving
such street and alley vacations shall be conditioned to be
-12-
06/10/88
effective concurrently with the close the escrow referenced
in Section 303 below for the Agency's conveyance to the
Developer of the City Parcel.
C. [§203] Development and Buildin A rovals
Prior to the Effective Date of this Agreement,
the Developer has obtained the following discretionary land
use approvals required from the City and Agency for
development of the Site, including the following
(collectively, the "Approvals"): (i) Code Amendment No.
88-03 and the corresponding amendment to the City's certified
Local Coastal Plan which accommodates the residential portion
of the Project; (ii) Conditional Use Permit No. 88-7, with
special permits, (iii) Coastal Development Permit No. 88-3,
and (iv) Tentative Tract No. 13478. In addition, on or about
the Effective Date of this Agreement, the City and Developer
will be entering into a Development Agreement which is
consistent with the Approvals and this Agreement.
If the Developer desires to make any
substantial changes in any of the foregoing Approvals,
whether before or after the close of the escrows 'referenced
in Article III of this Agreement, the Developer shall submit
the proposed change to the City and Agency for approval.
Within the times set forth therefor in the
Schedule of Performance (Attachment No. 3), the Developer
shall prepare and submit to the City a final tract nap or
maps for the Site, grading and utility relocation plans, and
final building plans with respect to the Project. The final
tract map or maps shall substantially comply with the
approved tentative map, in accordance with law. The grading
and utility relocation plans and the final building plans
shall be consistent with all of the Approvals, shall comply
with all building, mechanical, plumbing, electrical, fire,
and other similar codes in effect as of the Effective Date of
this Agreement, and shall be in sufficient detail to obtain
grading, encroachment, and building permits, as applicable.
The staff of the Agency and Developer shall communicate and
consult informally as frequently as is necessary to ensure
that the formal submittal of any documents so the City can
receive prompt consideration.
D. [§204] Evidence of Financing Commitments
Within the time set forth in the Schedule of
Performance (Attachment No. 3), the Developer shall submit to
the Agency evidence reasonably satisfactory to the Agency
that the Developer has obtained the financing necessary for
the development of the Project on the Site.
-13 --
05/10/88
following:
Such evidence of financing shall include the
a. A copy of the commitment or
commitments obtained by the
Developer for the mortgage loan or
loans (both for interim construction
finan=ing and take out financing) to
assist in financing the construction
of the Project (as defined in the
Scope of Development, Attachment No.
7), certified by the Developer to be
a true and correct copy or copies
thereof. The commitments for
financing shall be in such form and
content acceptable to the Agency as
reasonably evidences a fire: and
enforceable commitment, with only
those conditions which are standard
or typical for the lender(s)
involved for similar projects; and
b. sufficient information (e.g., an
annual report) regarding the con-
struction and permanent lenders to
enable the Agency to determine
whether or not such lender(s) has
(have) sufficient financial
resources to fund the loan(s); and
C. A financial statement and/or other
documentation satisfactory to the
Agency as evidence of other sources
of capital sufficient to demonstrate
the Developer has adequate funds
committed to cover the difference,
if any, between construction and
development cost minus financing
authorized by mortgage loans; and
d. A copy of the contract between the
Developer and each general
contractor for the construction of
both portions of the Project,
certified by the Developer to be a
true and correct copy thereof, and
with the understanding that the
Developer reserves the right to
construct the residential portion of
the Project as an "owner -builder."
The Agency shall exercise reasonable diligence
to complete its review and approve or disapprove the
-14-
06/10/88
V
Developer's evidence of financing within forty-five (45) days
after receipt of the Developer's request for approval. If
the Agency shall disapprove any such evidence of financing,
it shall do so by written notice to the Developer stating the
reasons for such disapproval.
E. [§205] Evidence of Theatre Lease
Within the time set forth in the Schedule of
Performance (Attachment tso. 3), the Developer shall submit to
the Agency evidence reasonably satisfactory to the Agency
that the Developer has entered into a long-term lease with a
theatre -company for the operation of the theatre building to
be constructed on the Commercial Portion of the Site. A
fully executed memorandum of lease identifying the parties,
the leased premises, and the lease term shall be sufficient
to satisfy the requirements of this Section 205. In no event
shall the Developer be required to submit the full lease to
the Agency for review.
The Agency shall exercise reasonable diligence
to complete its review and approve or disapprove the
Developer's evidence regarding the threatre lease within
forty-five (45) days after receipt of the Developer's request
for approval. if the Agency shall disapprove the Developer's
evidence regarding the theatre lease, it shall do so by
written notice to the Developer stating the reasons for such
disapproval.
III. [§300] DISPOSITION OF THE AGENCY SALES
PARCELS AND THE CITY PARCEL
A. [§301] Dispc_sit_ion_of the_ _Agency Sales
Parcels
Subject to all of the other terms and
conditions set forth in this Agreement, the Agency agrees to
sell to the Developer and the Developer agrees to purchase
from the Agency the individual parcels and property interests
comprising the Agency Sales Parcels. The Developer's
purchase price for each individual parcel or property
interest comprising the Agency Sales Parcels shall be (i) the
Agency's "Acquisition Costs" therefor, as that term is
defined in Section 201.4 above, which shall be paid to the
Agency outside of escrow in accordance with Section 201.2 and
201.4.
The Agency shall convey to the Developer title
to each of the individual parcels and property interests
comprising the Agency Sales Parcels concurrently with Agency
acquisition thereof, conditioned only upon the Developer's
having advanced or paid the Acquisition Costs therefor in
accordance with Section 201 and the performance by Developer
06/10/88
of its obligations under Section 303 below. It is understood
that the Agency may convey to the Developer possession of
some or all of the individual parcels and property interests
comprising the Agency Sales Parcels at an earlier time,
pursuant to an Order of Prejudgment Possession obtained
pursuant to Section 201.3.
B. [ § 302 ] Disposition _of^ the City Parcel
Subject to all of. the other terms and
conditions set forth in this Agreement, the Agency covenants
that it shall acquire the City Parcel from the City and sell
such parcel to the Developer and the Developer agrees to
purchase the City Parcel from the Agency. The Developer's
purchase price for the City Parcel shall be the sum of One
Dollar ($1.00),. payable outside of the escrow to be
established in accordance with Section 303.
The Agency shall convey to the Developer title
to the City Parcel within thirty (30) days after each of the
following conditions precedent have been satisfied (or waived
by the party for whose benefit the condition is provided):
(i) The Agency shall have acquired all of the
individual parcels and property interests
comprising the Agency Sales Parcels (or
the Agency shall have obtained an order
of Prejudgment Possession for any of
such parcels or property interests for
which fee title has not yet been
obtained, with such Order meeting the
requirements of Section 201.3 above);
(ii) The City Council shall have adopted its
resolution conditionally approving
vacation of the Vacation Portion of the
Site, as referenced in Section 202 above,
with such vacation(s) to be effective
concurrently with the close of the escrow
for the City Parcel;
All of the Approvals referenced in
Section 203 above (including without
limitation the California Coastal
Commission's certification of the
amendment to the City's Local Coastal
Plan) are "final" (i.e., the time for
filing all available administrative
appeals and judicial actions challenging
any of the Approvals has expired without
any such appeals or actions being filed
or, in the event any such administrative
appeal or judicial action is filed, at
-16-
06/10/88
such time that the same, including any
available appeal therefrom, is finally
and successfully resolved in favor of the
City, Agency, and/or Developer, as
applicable), the Developer shall have
obtained City approval of all final tract
maps, grading plans, and utility
relocation plans required to be approved
pursuant to Section 203 above for the
Project, and the City shall be prepared
to issue the necessary permits therefor
at the close of escrow;
(iv) The Agency shall have approved the
Developer's evidence of financing
commitments for the Project pursuant to
Section 204 above;
(v) The Agency shall have approved the
Developer's evidence of having entered
into the theatre lease pursuant to
Section 205 above;
(vi) The Developer is not in material default
of any of its obligations under this
Agreement (provided, that this condition
is for the benefit of the Agency only) ;
and
(vii) The Agency is not in material
default of any of its obligations under
this Agreement (provided, that this
condition is for the benefit of the
Developer cnly).
The foregoing provisions shall not be construed to relieve
either party of its responsibility for performance of its
obligations under this Agreement, nor to limit the non -
defaulting party's remedies for the defaulting party's
breach.
The provisions of Section 301, this Section
302, and the Schedule of Performance (Attachment No. 3)
governing the timing for the effective date of the City
Council resolution vacating the vacation Portion and the
escrow closing date for the City Parcel are intended to
assure the Agency that the entire Project will be constructed
as a single phase. In this regard, the Agency has expressed
concern about the alternative of conveying the City Parcel to
the Developer (for $1.00), allowing the Developer to proceed
with development on the Residential Portion of the Site (in
which the City Parcel is located) in advance of development
of the Commercial. Portion, and risking the Developer's not
-17-
06/10/88
proceeding with development of the Commercial Portion. For
its part, the Developer has expressed concern that Agency
delays in acquiring that portion of the Agency Sales Parcels
within the Commercial Portion of the Project may
unnecessarily delay development of the entire Project, and
the Developer would prefer to have the right, subject to
providing sufficient assurances to the Agency that the Agency
investment in the overall Project is protected and that the
Developer has the incentive to proceed with the entire
Project, to close escrow on the City Parcel and proceed with
development of the Residential Portion if acquisition of the
balance of the Site is delayed. This Agreement does not
provide for the alternative of phasing development between
the Residential Portion or Commercial Portion. The Agency
agrees, however, that if it completes the acquisition of
those individual parcels and/or property interests comprising
the Agency Sales Parcels within either the Residential
Portion or the Commercial Potion, but not both, and its
acquisition of the balance of the Agency Sales Parcels is
delayed, upon request of the Developer, the Agency shall
consider reasonable requests by the Developer to amend this
Agreement to provide for a phased development so long as the
Agency's interests in protecting its investment and
accomplishing the overall development of the Site are
protected.
C. [§303] Escrow
The Agency agree to open an escrow or escrows
with First American Title Insurance Company, or such other
escrow agent as may be mutually approved by the Agency and
Developer (hereinafter the "Escrow Agent") for the
disposition to Developer of the City Parcel and the Agency
Sales Parcels, respectively, in Orange County, California,
within the times established therefor in the Schedule of
Performance (Attachment No. 3). This Agreement constitutes
the joint basic escrow instructions of the Agency and
Developer. A duplicate original of this Agreement shall be
delivered to the Escrow Agent upon the opening of each
escrow. The Agency and Developer shall provide such
additional escrow instructions as shall be necessary for and
consistent with this Agreement. The Escrow Agent is hereby
empowered to act under this Agreement, and the Escrow Agent,
upon indicating within five (5) days after the opening of
each escrow its acceptance of the provisions of this Section
303, in writing, delivered to the Agency and the Developer,
shall carry out its duties as Escrow Agent hereunder. The
Escrow Agent's responsibilities shall be limited to
performing its duties under this Article III.
Upon delivery of the deed(s) to the applicable
parcel(s) and property interests pursuant to section 307 of
this Agreement, the Escrow Agent shall record the deed(s)
-J.8-
06/10/88
k..)
.
when title can be delivered to the Developer in accordance
with the terms and provisions of this Agreement. The Escrow
Agent shall pay any applicable transfer tax.
The consideration payable pursuant to this
Agreement with respect to the City Parcel and the Agency
Sales Parcels shall be handled outside of escrow, and is a
matter with which the Escrow Agent need not be concerned.
The Developer shall deposit the fully executed
and recordable Subordinated Deed of Trust (Attachment No. 9)
in the escrow for the City Parcel and shall pay in each
escrow to the Escrow Agent all fees, charges and costs
promptly after the Escrow Agent has notified the Developer of
the amount of such fees, charges, and costs, but not earlier
than ten (10) days prior to the scheduled date for closing
the Escrow.
The Agency shall timely and properly execute,
acknowledge and deliver the deed(s), in the form referenced
in Section 305 and set forth in the "Form of Deed"
(Attachment No. 4), together with an estoppel certificate
certifying that the Developer has completed all acts
necessary to entitle the Developer to the conveyance, if such
be the fact.
06/10/88
The Escrow Agent is authorized to:
1. Pay, and charge the Developer for any
fees, charges and costs payable under
this Section 303 of this Agreement.
Before such payments or charges are made,
the Escrow Agent shall notify the
Developer of the fees, charges and costs
necessary to clear title and close the
escrow.
2. Disburse funds and deliver the deed(s),
,title insurance policy or policies, and
other documents to the parties entitled
thereto when the conditions of this
escrow have been fulfilled by the Agency
and the Developer.
3. Record any instruments delivered through
this escrow, if necessary or proper, to
deliver insurable fee title to the
Developer in accordance with the terms
and provisions of this Agreement. If the
Developer so instructs, the Escrow Agent
shall record the deed of trust or
mortgage in favor of any lender approved
by the Agency pursuant to Sections 107
-19-
V
` and 204 hereof prior to recordation of
the Subordinated Deed of Trust set forth
as Attachment No. 9 hereto.
All funds received in this escrow shall be
deposited by the Escrow Agent with other escrow funds of the
Escrow Agent in an interest earning general escrow account or
accounts with any state or national bank doing business in
the State of California. Such funds may be transferred to
any other general escrow account or accounts. All
disbursements shall be made by check of the Escrow 2►gent.
All adjustments are to be made on the basis of a thirty (30)
day month.
If this escrow is not in condition to close on
or before the time established therefor in Section 304 of
this Agreement, either party who then shall have fully
performed the acts to be performed before the scheduled close
of escrow may, in writing, demand from the Escrow Agent the
return of its money, papers or documents deposited with the
Escrow Agent. No demand for return shall be recognized until
ten (10) days after the Escrow Agent shall have mailed copies
of such demand to the other party or parties at the address
of its or their principal place or places of business.
Objections, if any, shall be raised by written notice to the
Escrow Agent and to the other party within the ten (10) day
period, in which event the Escrow Agent is authorized to hold
all money, papers and documents with respect to the
applicable parcel(s) until instructed by a mutual agreement
of the Agency and Developer, or by a court of competent
jurisdiction. If no such demands are made, the escrow shall
be closed as soon as possible.
The Escrow Agent shall not be obligated to
return any such money, papers or documents except upon the
written instructions of both the Agency and the Developer or
until the party entitled thereto has been determined by a
final decision of a court of competent jurisdiction.
Any amendment to these Escrow Instructions
shall be in writing and signed by both the City and Agency as
applicable, and the Developer. At the time of any amendment,
the Escrow Agent shall agree to carry out its duties as
Escrow Agent under such Amendment.
All communications from the Escrow Agent to
the Agency and the Developer shall be directed to the
addresses and in the manner established in Section 601 of
this Agreement for notices, demands and communications
between Agency and the Developer.
The Agency will cooperate with the preparation
and accommodation of the use of alternative escrow
-20-
06/10/88
instructions (allocating costs in the manner hereinabove set
forth) in the event requested by a lender or lenders for the
Developer.
D. [§304] Close of Escrow and Transfer and
Delivery of Possession
Subject to any extensions of time mutually
agreed upon between the Agency and the Developer, the close
of escrow -for the City Parcel and the individual parcels and
property interests comprising the Agency Sales Parcels shall
be completed on or prior to the date specified therefor in
Sections 301 and 302, as applicable, and the Schedule of
Performance (Attachment No. 3). The Developer shall, at its
cost, perform all acts on its part to be performed necessary
to the transfers -in sufficient time for title to be delivered
in accordance with the foregoing provisions.
Possession shall be delivered to the Developer
concurrently with the close of escrow, except as provided in
Section 201.3.
E. [§305]
Form of Deed
The Agency shall transfer to the Developer
title to the City Parcel and the individual parcels
comprising the Agency Sales Parcels pursuant to grant deed in
the form attached hereto as Attachment No. 4, with title in
the condition provided in Section 306 of this Agreement.
F. [§306] Condition of Title
The Agency shall convey title to the City
Parcel and the individual parcels comprising the Agency Sales
Parcels consistent with the Approved Title Condition
referenced in the first paragraph of Section 201.1.
G. [§307] Time for and Place of Delivery of
Deed
Subject to any mutually agreed upon extensions
of time, the Agency shall deliver the deed(s) on or before
the date(s) established for the close of escrow.
H. [§308]
Taxes and Assessments
Ad valorem taxes and
the City Parcel levied, assessed or
commencing prior to the close of esc3
Agency (or City). Ad valorem taxes
on the individual parcels comprising
assessed or imposed for any period
escrow shall be borne either by the
:116C
06/10/88
assessments, if any, on
imposed for any period
�ow shall be borne by the
and assessments, if any,
the Agency Sales Parcels
prior to the close of
current owner(s) thereof
V
or by the Developer, and any of such taxes and assessments
imposed after the close of escrow shall be borne by
Developer.
I. [§309] Recordation of Deed
The Escrow Agent shall file each deed(s) for
recordation among the land records in the office of the
County Recorder for Orange County, and shall deliver to the
Developer a title insurance policy in conformity with Section
310 of this Agreement.
J. [§310]
Title Insurance
Concurrently with recordation of each deed,
First American Title Insurance Company or such other title
insurance company as may be mutually approved by the Agency
and Developer (the "Title Company"), shall provide and
deliver to the Developer an ATLA Survey and owner's and
Lender's ALTA Extended Coverage (Form B) policy or policies
of title insurance issued by the Title Company insuring that
title is vested in the Developer in the condition required
herein. The Title Company shall provide the Agency with a
copy of each such title insurance policy. The amount of the
policy and any special endorsements shall be as requested by
the Developer, if made available by the Title Company. The
Developer shall pay the cost of obtaining said title policy.
K. [§311] Occupants of the City_ Parcel and
Agency Sales Parcels
Possession of the City Parcel and the
individual parcels comprising the Agency Sales Parcels shall
be delivered to the Developer with no possessory rights or
possession by others, except as may be consistent with the
approved condition of title referenced in Section 306.
L. [012] Physical Condition of the Cit
Parcel and the Agency Sales Parcels;
Developer's Right of Access Prior to
Close of Escrow
The Agency represents to the Developer that,
as of the Effective Date of this Agreement and as of the
close of escrow for the City Parcel, the Agency and City and
their respective officers, employees, and agents have no
knowledge and no reasonable cause to believe that any release
of "hazardous substance" has come to be located on or beneath
the City Parcel. As used herein, the term "hazardous
substance" shall have the same meaning as in California
Health and Safety Code Section 25359.7(a). Otherwise, the
City Parcel and the Agency Sales Parcels shall be transferred
to the Developer in an "as is" physical condition and,
-22-
06/10/88
subject only to paragraph 2 of the Method of Financing
(Attachment No. 8), the Developer shall be responsible for
all costs incurred in demolishing and clearly existing
improvements from the Site inconsistent with the Developer's
approved plans, and all costs incurred in preparing the Site
for the construction of the Project.
Prior to the close of escrow for the City
Parcel, the Agency and City hereby grant to the Developer,
and the Developer's agents, employees, and independent
contractors, the right of access to and entry upon the City
Parcel and the Vacation Portion for the purpose of inspection
thereof, and conducting surveys, soils tests, and similar
work. Any preliminary work by the Developer pursuant to this
Section 312 shall be undertaken only after securing any
necessary permits from the appropriate governmental agencies.
The Developer shall indemnify, defend, and hold harmless the
City and Agency from and against any claims or liabilities
arising out of any injury or damages which may occur because
of any activity of or on behalf of the Developer pursuant to
this Section 312. In addition, if this Agreement is
terminated prior to the close of escrow, the Developer shall
restore the City Parcel and/or the Vacation Portion to the
condition existing prior to any such tests or similar work
performed hereunder.
IV. 1§400]
DEVELOPMENT OF THE SITE BY THE DEVELOPER
A. [§401] Scope of Development
The Site shall be developed as provided in the
Approvals, this Agreement (including the Scope of Development
(Attachment No. 7)), the plans and related documents yet to
be approved by the City pursuant to Section 203, and the
Development Agreement between the City and Developer, as the
same may be amended from time to time.
B. [§402]
Cost of Construction
All of the cost of demolishing and clearing
existing improvements from the Site and developing and
constructing all of the on -Site and off -Site improvements to
be provided pursuant to this Agreement shall be allocated
between the Developer and Agency as set forth in the Method
of Financing (Attachment No. 8).
C. [§403]
Construction Schedule
The Developer and Agency
complete all construction and development
them within the times specified in
Performance (Attachment No. 3).
-23--
06/10/88
shall begin and
required of each of
the Schedule of
r D. [§404] Bodily Injury and Property Damage
Insurance
The Developer shall defend, assume all
responsibility for and hold the Agency and its officers and
employees, harmless from all claims or suits for, and damages
to, property and injuries to persons, including accidental
death (including attorney's fees and costs), which may be
caused by any of the Developer's activities under this
Agreement, whether such activities or performance thereof be
by the Developer or anyone directly or indirectly employed or
contracted with by the Developer and whether such damage
shall accrue or be discovered before or after termination of
this Agreement. Prior to the commencement of construction,
the Developer shall take out and maintain during the entire
construction period (until issuance of a Certificate of
Completion with respect to the entire Site or, with respect
to each Separate Development Parcel within ,the Site, until
issuance of a Certificate of Completion with respect to said
parcel, all in accordance with Section 415 below), an
"occurrence (as opposed to "claims made") basis comprehensive
liability policy in the amount of Five Million Dollars
($5,000,000.00) combined single limits (part of which
coverage may be provided by umbrella policies), including
contractual liability, as shall protect the Developer and
Agency from clairis for such damages.
The Developer shall furnish a certificate of
insurance in form acceptable to the Agency countersigned by
an authorized agent of the insurance carrier on a form of the
insurance carrier setting forth the general provisions of the
insurance coverage. This countersigned certificate shall
name the Agency as an additional insured under the policy.
The certificate by the insurance carrier shall contain a
statement of obligation on the part of the carrier to notify
the Agency of any material change, cancellation or
termination of the coverage at least thirty (30) days in
advance of the effective date of any such material change,
cancellation or termination. Coverage provided hereunder by
the Developer shall be primary insurance and not contributing
with any insurance maintained by the Agency, and the policy
shall contain such an endorsement. The insurance policy or
the certificate of insurance shall contain a waiver of
subrogation for the benefit of the Agency. The required
certificate shall be furnished by the Developer prior to the
issuance of building permits.
Notwithstanding the foregoing, the Developer
shall also furnish or cause to be furnished to the Agency
evidence satisfactory to the Agency that any contractor with
whom it has contracted for the performance of work on the
Site or otherwise pursuant to this Agreement carries workers'
compensation insurance as required by law.
-24-
06/10/88
k1)
The Developer's obligations to obtain and
maintain insurance shall be limited by what is commercially
available in the insurance market.
E. [§405] City and Other Governmental Agency
Permits _
Before commenzement of construction or
development of any buildings, structures or other works of
improvement upon the Site or within the Project Area, the
Developer shall, at its own expense, secure or cause to be
secured any and all permits which may be required by the City
or any other governmental agency affected by such
construction, development or work. The Agency shall provide
all proper assistance to the Developer in securing such
permits pertaining to the Project. All application, permit,
and inspection fees charged by the City or Agency shall be in
accordance with the City's uniform fee schedule and the
Development Agreement.
F. (§4063 Rights of Access
For the purpose of assuring compliance with
this Agreement, representatives of the Agency shall have the
right of access to the Site, without charges or fees, at
normal construction hours during the period of construction
for the purposes of this Agreement, including, but not
limited to, the inspection of the work being performed in
constructing the Developer Improvements, so long as they
comply with all safety rules. Such representatives of the
Agency shall be those who are so identified in writing by the
Executive Director of the Agency. Each such representative
of the Agency shall identify himself or herself at the job
site office upon his/her entrance to the Site, and shall
provide the Developer, or the construction superintendent or
other person in charge on the Site, a reasonable opportunity
to have a representative accompany him/her during such
inspection.
The Agency, for itself and for the City and
other public agencies, at their sole risk -and expense,
reserves the right to enter the Site or any part thereof at
all reasonable times for the purpose of construction,
reconstruction, maintenance, repair or service of any public
improvements or public facilities located on the Site. Any
such entry shall be made only after reasonable notice to the
Developer; provided, however, that the city and the Agency
(and their respective officers, agents, and employees) may
enter upon the Site without necessity of prior notice to the
Developer in the event of any emergency or similar situation
in which it is not practicable to provide prior notice to the
Developer. In addition to the foregoing, the Agency and the
City shall at all times retain the unrestricted right of
-25-
06/10/88
access to all publicly owned areas adjacent to the Site. In
the event the Agency or City exercise the right of entry
provided herein, the Agency agrees to promptly repair any
damage to the Site and any improvements thereon and restore
the same to their condition prior to such entry. In
addition, the Agency agrees in such event to indemnify,
defend, and hold harmless the Developer, Developer's
successors and assigns, and their officers, employees, and
agents, from and against any and all claims or liabilities
for personal injury or death, property damage, or economic
loss arising out of the exercise of such rights.
The Developer and the Agency agree to
cooperate in placing and maintaining on the Site one sign
indicating the respective roles of the Developer and the
Agency in the project.
G. [§407] Local, State and Federal Laws
Subject to the Development Agreement, the
Developer agrees to carry out the construction of the Project
in conformity with all applicable laws. The Developer
acknowledges that certain funds made available by the Agency
pursuant to paragraph 2(b) of the Method of -Financing
(Attachment No. 8) may be provided by or derived from the
United States Department of Housing and Urban Development
("HUD") in connection with its Community Development Block
Grant ("CDB7,") program. The Developer assumes all
responsibility for complying with all applicable requirements
and/or limitations imposed by virtue of such program or
source of funds, including without limitation anti -
speculation and nondiscrimination provisions; the Agency
agrees to promptly notify the Developer of any such
requirements.
H. [§408] Antidiscrimination During construc-
tion
The Developer, for itself and its successors
and assigns, agrees that in the construction of the Developer
Improvements provided for in this Agreement, the Developer
will not discriminate against any employee or applicant for
employment because of race, color, creed, religion, age, sex,
marital status, handicap, national origin or ancestry.
Z. [§409] Taxes, Assessments, Encumbrances and
Liens
The Developer shall pay when due all real
estate taxes and assessments on the Site levied subsequent to
the transfer of title to Developer. Prior to the issuance of
a Certificate of Completion with respect to each Separate
Development Parcel within the Site, the Developer shall
-26-
06/10/88
remove or have removed any levy or attachment made on such
parcel, or assure the satisfaction thereof, within a
reasonable tine but in any event prior to a sale thereunder.
Nothing herein contained shall be deemed to prohibit the
Developer from contesting the validity or amounts of any tax
assessment, encumbrance or lien, nor to limit the remedies
available to the Developer in respect thereto.
J. [§410] Holder Plot Obligated to Construct
Im rovements
The holder of any mortgage or deed of trust or
other conveyance for financing authorized by this Agreement
shall not be obligated by the provisions of this Agreement to
construct or complete the improvements or to guarantee such
construction or completion; nor shall any covenant or any
other provision in the deed for the City Parcel or any of the
individual parcels comprising the Agency Sales Parcels be
construed so to obligate such holder. Nothing in this
Agreement shall be deemed to construe, permit or authorize
any such holder to devote the Site or any Separate
Development Parcel thereof to any uses or to construct any
improvements thereon, other than those uses or improvements
provided for or authorized by this Agreement.
K. [§411] Notice of Default to Mortgagee or
Deed of Trust Holders; Right to Cure
With respect to any mortgage, deed of trust,
or other conveyance for financing granted by Developer as
provided herein, whenever the Agency shall deliver any notice
or demand to Developer with respect to any breach or default
by the Developer in completion of construction of the
Project, the City or Agency, as applicable, shall at the same
time deliver to each holder of record of any mortgage, deed
of trust, or other conveyance for financing authorized by
this Agreement a copy of such notice or demand provided that
such holder has requested such notice by writing received by
the City or Agency. No notice of default shall be effective
as to the holder unless such notice if given. Each such
holder shall (insofar as the rights of the Agency are
concerned) have the right, at its option, within sixty (60)
days after the receipt of the notice, to cure or remedy or
commence to cure or remedy any such default and to add the
cost thereof to the mortgage debt and the lien of its
mortgage. Nothing contained in this Agreement shall be
deemed to permit or authorize such holder to undertake or
continue the construction or completion of the Project
(beyond the extent necessary to conserve or protect the
improvements or construction already made) without first
having expressly assumed the Developer's obligations to the
Agency by written agreement meeting the requirements of
Section 107. Any such holder properly completing such
-27-
06/10/88
improvements shall be entitled, upon compliance with the
requirements of Section 415 of this Agreement, to a
Certificate of Completion (as therein defined).
L. [§412) Failure of Holder to Complete
Improvements
In any case where, sixty (60) days after
default by the Developer in completion of construction of the
Project under this Agreement, the holder of any mortgage or
deed of trust creating a lien or encumbrance upon the Site or
any part thereof has not exercised the option to construct,
or if it has exercised the option and has not proceeded
diligently with construction, the Agency may purchase the
mortgage or deed of trust by payment to the holder of the
amount of the unpaid mortgage or deed of trust debt,
including principal and interest and all other sums secured
by the mortgage or deed of trust. If the ownership of the
Site or any part thereof has vested in the holder, the
Agency, if it so desires, shall be entitled to a conveyance
from the holder to the Agency upon payment to the holder of
an amount equal to the sum of the following:
a. The unpaid mortgage or deed of trust debt
at the tine title became vested in the
holder (less all appropriate credits,
including those resulting from collection
and application of rentals and other
income received during foreclosure
proceedings).
b. All expenses with respect to foreclosure
including reasonable attorney's fees;
C. The net expense, if any, incurred by the
holder as a direct result of the
subsequent management of the Site or part
thereof;
d. The costs of any improvements made by
such holder; and
e. An amount equivalent to the interest that
would have accrued on the aggregate of
such amounts had all such amounts become
part of the mortgage or deed of trust
debt and such debt had continued in
existence to the date of payment by the
Agency.
The foregoing rights of the Agency as set
forth in this Section 412 shall be in addition to and shall
-28-
06/10/88
not diminish those rights of the Agency as fee owner of the
affected portion of the Site.
M. [§413] Right of the Agency to Cure Mortgage
or Deed of Trust Default
In the event of a mortgage or deed of trust
default or breach by the Developer prior to the completion of
the construction of the Project on the Site or any part
thereof and the holder of any mortgage or deed of trust has
not exercised its option to construct, the Agency may cure
the default. In such event, the Agency shall be entitled to
reimbursement from the Developer of all costs and expenses
incurred by the Agency in curing such default. The Agency
shall also be entitled to a lien upon the Site to the extent
of such costs and disbursements. Any such lien shall be
subject to the existing financing mortgages or deeds of
trust.
N. [§414] Right of the Agency to Satisfy Other
Liens on the Site After Title
Passes
After the close of the escrows provided for in
Section 303, and prior to the completion of construction, and
after the Developer has had a reasonable time to challenge,
cure or satisfy any liens or encumbrances on the Site, or
portion thereof, the Agency shall have the right to satisfy
any such liens or encumbrances, provided, however, that
nothing in this Agreement shall require the Developer to pay
or make provision for the payment of any tax, assessment,
lien or charge, so long as the Developer in good faith shall
contest the validity or amount thereof, and so long as such
delay in payment shall not subject the Site or portion
thereof to forfeiture or sale.
O. [§415] Certificate of Completion
Promptly after completion of all construction
and development required by this Agreement to be completed by
the Developer upon the Site or each Separate Development
Parcel thereof, together with all of the improvements off of
said parcel which are required to be completed by the
Developer prior to commencement of business on said parcel,
but excluding normal and customary tenant improvement items,
the Agency shall furnish the Developer with a Certificate of
Completion upon written request therefor by the Developer.
The Agency shall not unreasonably withhold any such
Certificate of Completion. Such Certificate of Completion
shall be a conclusive determination of satisfactory
completion of the construction required by this Agreement
upon the applicable parcel and the Certificate of Completion
shall so state. After recordation of such Certificate of
-29-
06/10/88
Completion, any party then owning or
leasing or otherwise acquiring any in
parcel covered by the Certificate of
(because of such ownership, purchase,
incur any obligation or liability under
that such party shall be bound by any
the deed (Attachment No. 4).
thereafter purchasing,
terest in the Site or
Completion shall, not
lease or acquisition),
this Agreement except
covenants contained in
Each Certificate of Completion of construction
shall be in such form as to permit it to -be recorded in the
F.ecorder's Office of Orange County.
If the Agency refuses or fails to furnish a
Certificate of Completion after written request from the
Developer, the Agency shall, within thirty (30) days of
written request. therefor, provide the Developer with a
written statenent of the reasons the Agency refused or failed
to furnish a Certificate of Completion. The statement shall
also contain Agency's opinion of the actions the Developer
must take to obtain a Certificate of Completion. If the
reason for such refusal is confined to the immediate
availability of specific items of materials for landscaping,
the Agency will issue its Certificate of Completion upon the
posting of a bond by the Developer with the Agency in an
amount representing a fair value of the work not yet
completed. If the Agency shall have failed to provide such
written statement within said thirty (30) day period, the
Developer shall be conclusively deemed entitled to the
Certificate of Completion.
Such Certificate of Completion shall not
constitute evidence of compliance with or satisfaction of any
obligation of the Developer to any holder of any mortgage, or
any insurer of a mortgage securing money loaned to finance
the improvements, or any part thereof. Such Certificate of
Completion is not a notice of completion as referred to in
the California Civil Code, Section 3093.
On or before the date that the Agency is
required to issue its final Certificate of Completion for the
Site, it shall further execute in recordable form and deliver
to the Developer such documents as may be reasonably
requested by the Developer or the Developer's lender
reconveying or releasing the lien of the Agency's
Subordinated Deed of Trust referenced in Section 612 and set
forth in Attachment No. 9.
V. [§500] USE OF THE SITE
A. [§501] Uses
The Developer covenants and agrees for itself,
its successors, its assigns, and every successor in interest
-30-
06/10/88
to the Site and any Separate Development Parcel thereof, that
during construction and prior to the issuance of a
Certificate of Completion with respect to the Site or said
parcel in accordance with Section 415, the Developer, such
successors and such assignees, shall not devote the Site or
such parcel to any uses not specified in or permitted under
the deed for the City Parcel and the Agency Sales Parcels, as
applicable (Attachment No. 4), the Approvals referenced in
Section 203 above, the Development Agreenent, and the
Redevelopment Plan, the City's General Plan, and Title 9 of
the Ordinances of the City of Huntington Beach, as such
Redevelopment Plan, General Plan, and Title 9 exist as of the
Effective Date. The foregoing covenant shall run with the
land.
The Developer covenants by and for itself and
any successors 'in interest to the Site and any portion
thereof 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, age,
handicap, national origin or ancestry in the sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of
the Site or portion thereof, nor shall the Developer itself
or any person claiming under or through it establish or
permit any such practice or practices of discrimination or
segregation with reference ro the selection, location,
number, use or occupancy of tenants, lessees, subtenants,
sublessees or vendees of the Site or portion thereof. The
foregoing covenants shall run with the land.
The Developer shall refrain from restricting
the rental, sale or lease of the Site on the basis of race,
color, creed, religion, sex, marital status, handicap,
national origin or ancestry of any person. All such deeds,
leases or contracts shall contain or be subject to
substantially the following nondiscrimination or
nonsegregation clauses:
I. In deeds: "The grantee herein covenants
by and for himself or herself,'his or her
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,
marital status, age, handicap, national
origin or ancestry in the sale, lease,
sublease, transfer, use, occupancy,
tenure or enjoyment of the land herein
conveyed, nor shall the grantee hinself
or herself or any person claiming under
or through him or her, establish or
-3 ],-
06/10/88
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 conveyed. The
foregoing covenants shall run with the
land."
2. In leases: "The lessee herein covenants
by and for himself or herself, his or her
heirs, executors, administrators and
assigns, and all persons claiming under
or through him or her, and this lease is
made and accepted upon and subject to the
following conditions:
"There shall be no die
or segregation of any
persons on account of
religion, sex, marita
age, ancestry or nati
leasing, subleasing,
occupancy, tenure or
premises herein leas
lessee himself or her
claiming under or tl
establish or permit a -
practices of d.
segregation with I
selection, location,
crimination against
person or group of
race, color, creed,
. status, handicap,
anal origin in the
transferring, use,
enjoyment of the
ed nor shall the
-elf, or any person
rough him or her,
ty such practice or
,scrimination or
eference to the
number, use or
occupancy or tenants, lessees,
sublessees, subtenants or vendees in the
premises herein leased."
3. In contracts: "There shall be no
discrimination against or segregation of,
any person, or group of person on account
of race, color, creed, religion, sex,
marital status, age, handicap, ancestry
or national origin, in the sale, lease,
sublease, transfer, use, occupancy,
tenure or enjoyment of the premises, nor
shall the transferee himself or herself
or any person. claiming under or through
him or her, 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
premises."
-32-
06/10/88
The covenants contained in this Section 501
shall, without regard to technical classification and
designation, be binding for the benefit and in favor of the
Agency, its successors and assigns, and any successor in
interest to the Site or any part thereof.
B. [§502] Effect and Duration of Covenants
The Agency is deemed the beneficiary of the
terms and provisions of this Article V and of the covenants
set forth therein running with the land, for and in its own
rights and for the purposes of protecting the interests of
the community and other parties, public or private, in whose
favor and for whose benefit said covenants running with the
land have been provided. Such covenants are not for the
benefit of, and. may not be enforced by anyone except as
provided herein; provided that the Agency assumes no
responsibility for the efficacy of the foregoing part of this
sentence. Such covenants shall run in favor of the Agency,
without regard to whether the Agency has been, remains or is
an owner of any land or interest therein in the Site or in
the Project Area. The Agency shall have the right, if such
covenants are breached, to exercise all rights and remedies,
and to maintain any actions or suits at law or in equity or
other proper proceedings to enforce the curing of such
breaches to which it or any other beneficiaries of said
covenants may be entitled. This Section 502 shall not limit
the rights and remedies of the Agency pursuant to the deeds
to the City Parcel or the Agency Sales Parcels (Attachment
No. 4).
Notwithstanding any other provision of this
Agreement to the contrary, the covenants contained in this
Agreement (excepting only any unperformed covenants contained
in the Method of Financing [Attachment No. 8]) shall
terminate and be of no further force or effect as to the
Site, or each Separate Development Parcel thereof, upon the
issuance of a Certificate of Completion therefor, and
thereafter all rights, obligations, and covenants of the
parties with respect to the Site or Separate Development
Parcel shall be as set forth in the deed(s) (Attachment No.
4) .
VI. [§600]
DEFAULTS AND REMEDIES
A. [§601] Defaults --General
Subject to the extensions of time set forth in
Section 703, failure or delay by either party to perform any
term or provision of this Agreement constitutes a default
under this Agreement; provided, however, that if the party
who so fails or delays commences to cure, correct, or remedy
such failure or delay within thirty (30) days after receipt
-33-
06/10/88
of a notice specifying such failure or delay, and shall
diligently prosecute such cure, correction, or remedy to
completion, then such party shall not be deemed to be in
default.
The injured party shall give written notice of
default to the defaulting party, specifying the default
complained of. Except as required to protect against further
damage, the injured party shall not institute proceedings
against the defaulting party until thirty (30) days after the
delivery of the notice of default or during the period in
which the defaulting party is diligently proceeding to cure,
correct or remedy such default.
H. [§602] Legal Actions
1. [§603] Institution of Legal Actions
In addition to any other rights or
remedies and subject to the restrictions in section 601,
either party may institute legal action to cure, correct or
remedy any default, to recover damages for any default, or to
obtain any other remedy consistent with the purpose of this
Agreement. Such legal actions must be instituted in the
Superior Court of the County of Orange, State of California,
in an appropriate municipal court in that county, or in the
Federal District Court in the Central District of California.
2. [§604] Applicable Law
The laws of the State of California shall
govern the interpretation and enforcement of this Agreement.
3. [§605] Acceptance_ of Service of
Process
In the event that any legal action is
commenced by the Developer against the Agency, and service of
process shall be made by personal service upon the Executive
Director or in such other manner as may be provided by law.
In the event that any legal action is
commenced by the Agency against the Developer, service of
process shall be made by personal service, whether made
within or without the State of California, or in such other
manner as may be provided by law. Without limitation as to
other means of effecting service on the Developer, service
upon either Uri E. Gati or Gary Lubliner shall be deemed to
effect service on California Resorts.
C. [§606] Rights and Remedies Are Cumulative
Except as otherwise expressly stated in this
-34-
06/10/$$
U
Agreement, the rights and remedies of the parties are
cumulative, and the exercise by either party of one or more
of such rights or remedies shall not preclude the exercise by
it, at the same or different times, of any other rights or
remedies for the same default or any other default by the
other party. Not by way of limitation of the foregoing, the
right of either party under Section 608 or 609 to terminate
this Agreement due to a default by the other party shall not
be deemed to prohibit the party entitled to termination to
sue for specific performance, damages, or other appropriate
relief.
D. [§607)
Inaction Not A Waiver of Default
Any failures or delays by a party in asserting
any of its rights and remedies as to any default shall not
operate as a waiver of any default or of any such rights or
remedies, or deprive such party of its right to institute and
maintain any actions or prcceedings which it may deem
necessary to protect, assert or enforce any such rights or
remedies.
E. [§608] Termination By The Developer
In the event that, prior to the conveyance of
the City Parcel by the Agency to the Developer, the
Developer is not in default hereunder and either (i) the
Agency is in default hereunder and has failed to cure such
default within the time provided in Section 601, or (ii) any
of the conditions precedent to the Developer's performance of
its obligations hereunder have not been satisfied (or waived
by the Developer), then this Agreement shall, at the option
of the Developer, be terminated by written notice thereof to
the Agency, and thereupon neither the Agency nor the
Developer shall have any further rights or obligations
hereunder, except as provided in Section 610 below and except
that the Developer does not in such event waive any legal or
equitable rights or remedies it may have against the Agency
for the Agency's default.
F. [§609) Termination by the Agency
In the event that, prior to the conveyance of
the City Parcel by the Agency to the Developer, the Agency is
not in default hereunder and either (i) the Developer is in
default hereunder and has failed to cure such default within
the time provided in Secticn 601, or (ii) any of the
conditions precedent to the Agency's performance of its
obligations hereunder have not been satisfied (or waived by
the Agency), then this Agreement shall, at the option of the
Agency, be terminated by written notice thereof to the
Developer, and thereupon neither the Developer nor the Agency
shall have any further rights or obligations hereunder,
-35-
06/10/88
except as provided
Agency does not in
rights or remedies
Developer's default,
in Section 610 below and except that the
such event waive any legal or equitable
it may have against the Developer for the
G. [§610]
Additional Remedies on Termination
If this Agreement is terminated pursuant to
Section 608 or 609, the Agency shall convey to the Developer,
in accordance with Article III, any of the parcels or
interests comprising the Agency Sales Parcels which the
Agency has acquired, or entered into binding agreements to
acquire, or for which the Agency has obtained an Order of
Prejudgment Possession prior to the date of the termination,
using funds advanced or paid by the Developer. In the case
of parcels or property interests for which the Agency has
obtained an Order of Prejudgment Possession but for which no
final order of condemnation has been issued as of the date of
termination, this Agreement shall continue in effect for the
limited purpose of Agency's acquisition and conveyance to the
Developer of such parcel or property interest. If, however,
the Agency has exercised its option to purchase/repurchase
pursuant to Section 611, the Agency shall not be required to
first convey any of such parcels or property interests to the
Developer, but may instead retain such parcels or property
interests subject to payment therefor as provided in Section
611. The Agency shall promptly return unexpended funds
advanced by the Developer to the Agency to cover the Agency's
Acquisition Costs for the Agency Sales Parcels, and the
Agency shall promptly release any portion of the letter of
credit provided to secure payment of such Acquisition Costs
which is not required to cover obligations of the Agency
incurred for such acquisition prior to the date of
termination or, as to property interests for which an Order
of Prejudgment Possession has been obtained but no final
order of condemnation has been issued, through the conclusion
of the litigation.
H. 1§6113 O tion to Purchase Re urchase
In the event that the Developer fails to
timely proceed with the planning, financing, and construction
of the Project on either Separate Development Parcel in
accordance with the Schedule of Performance (Attachment No.
3), and such failure shall continue for a period of not less
than ninety (90) days after written notice from the Agency to
the Developer and to the holder of any mortgage, deed of
trust, or other conveyance for financing, the Agency shall
have the option, but not the obligation, exercisable by
written notice to the Developer and such holder within nine
(9) months after the initial notice referenced hereinabove
(but at no later date), and assuming that such failure or
default has not been cured in the meantime, to purchase such
-3 6-
06/30/88
L
Separate Development Parcel (including any parcels/interests
previously conveyed by the Agency to the Developer hereunder)
and to purchase the mortgage or deed of trust of such holder;
provided, however, that such purchase option shall not exist
if the Developer's failure to so proceed is extended pursuant
to Section 703, waived or extended by the Agency, excused by
any Agency default hereunder, or excused by the failure or
delay in satisfaction of any of the following specific
conditions: (i) the City Council's failure or refusal to
timely approve the street/alley vacation (Section 202); (ii)
the City's failure or refusal to timely approve all plans and
permits for the Project after and despite the Developer's
submittal of the necessary applications therefor in
conformity with Section 203, the Scope of Development
(Attachment No. 7), and the Development Agreement; (iii) the
Agency's failure or refusal to timely elect to exercise its
power of eminent domain as needed to acquire the Agency Sales
Parcels (Section 201); or (iv) the Agency's failure to timely
obtain title or financeable possession of the Agency Sales
Parcels (Section 201). In the event the Agency exercises its
option to purchase, as provided herein, the Agency shall pay
to the holder, if any, the amount which such holder would be
entitled to receive under Section 412 if the Agency had
proceeded directly under said Section, and the Agency shall
then be entitled to a conveyance from the holder of the
holder's interest in the Site. In addition, the Agency shall
pay to the Developer an amount equal to one hundred percent
(100%) of (i) all of the Developer's costs in acquiring,
holding, and maintaining such separate Development Parcel
from the date of the Developer's acquisition of each of the
individual parcels and property interests comprising same
through the date title is conveyed to the Agency, with such
costs to include without limitation amounts paid to the
seller(s) pursuant to option and purchase agreement(s) and
any of the Acquisition Costs advanced or paid by the
Developer pursuant to Section 201 hereof, escrow and title
fees and charges, relocation expenses, financing costs,
interest carry expense, maintenance costs, insurance, and
taxes, but excluding amounts paid or to be paid to the
holder, if any, pursuant to the preceding sentence, less the
sum of (ii) all rental income received by the Developer with
respect to such Separate Development Parcel during the period
of the Developer's ownership thereof, and (iii) that portion
of the disbursement, if any, by the holder to the Developer
which are not utilized by the Developer for financing the
direct or indirect costs of planning, financing, developing,
constructing, and operating the Project on or with respect to
such Separate Development Parcel. During the period that the
Agency's purchase option exists, the Developer agrees, upon
written request from the Agency, to deliver to the Agency a
written statement identifying the purchase price and an
itemization of the expenses and income upon which the
purchase price has been calculated. The closing shall occur
-37-
06/10/BB
WM
within thirty (30) days after the Agency exercises its
option. The purchase price shall be payable in cash at the
closing.
I. [§612] Liquidated Damages
In the event that, subsequent to the
conveyance of the City Parcel by the Agency to the Developer
and prior to the Agency's issuance of its final Certificate
of Completion for the Project pursuant to Section 415 above,
the Developer defaults hereunder and fails to cure such
default within the time provided in Section 601, the
Developer shall, upon written demand of the Agency, reconvey
the City Parcel to the Agency (without charge). If the
Developer fails to so reconvey the City Parcel to the Agency
within sixty (60) days after such demand by the Agency, the
Developer shall immediately pay to the Agency liquidated
damages in the sum of One Million Five Hundred Thousand
Dollars ($1,500,000.00). Such liquidated damages shall be
the Agency's sole and exclusive damages remedy against the
Developer for the Developer's failure to timely construct and
complete the Project after the close of escrow. The Agency
and Developer agree that the Agency's damages in the event of
such a default by the Developer would be difficult or
impracticable to measure, and that the sum of $1,500,000.00,
representing the mutually agreed upon value of the City
Parcel, is a reasonable approximation of the Agency's actual
damages. The Agency and Developer each acknowledge its
agreement to this liquidated damages provision by the
initials of its authorized representative below:
Agency
Developer
The Developer's contingent obligation to pay liquidated
damages or such a default shall be secured by the
Subordinated Deed of Trust in the form attached hereto as
Attachment No. 9. The Agency agrees to execute such
documents as may be reasonably requested by the Developer and
any lender approved pursuant to Sections 107 and 204 to
effectuate the subordination of the Developer's contingent
obligation hereunder to the lien of such lender's mortgage or
deed of trust. No later than the date by which the Agency is
required to issue its final Certificate of Completion for the
Project pursuant to Section 415 above, the Agency shall
execute the necessary documents to reconvey and release the
Deed of Trust attached hereto as Attachment No. 9.
-36-
06/10/88
VII. [§700]
GENERAL PROVISIONS
A. [§701] Notices, Demands and Communications
Among the Parties
Written notices, demands and communications
between the Agency and the Developer shall be sufficiently
given if delivered by hand or dispatched by registered or
certified mail, postage prepaid, return receipt requested, to
the principal offices of the Agency or the Developer, as
applicable. 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 by mail as
provided in this Section 701.
Any written notice, demand or communication
shall be deemed received immediately if delivered by hand and
shall be deemed received on the fifth (5th) day from the date
it is postmarked if delivered by registered or certified
mail.
B. [§702] Conflicts of Interest
No member, official or employee of the Agency
shall have any personal interest, direct or indirect, in this
Agreement, nor shall any nember,' official or employee
participate in any decision relating to the Agreement which
affects his personal interests or the interests of any
corporation, partnership or association in which he is
directly or indirectly interested. No member, official or
employee of the Agency shall be personally liable to the
Developer, or any successor in interest, in the event of any
default or breach by the Agency, or for any amount which may
become due to the Developer or successor or on any
obligations under the terms of this Agreement.
C. [§703] Enforced Delay; Extension of Times
of Performance
In addition to specific provisions of this
Agreement, performance by either party hereunder shall not be
deemed to be in default, and all performance and other dates
specified in this Agreement shall be extended, where delays
or defaults are due to: war; insurrection; strikes;
lockouts; riots; floods; earthquakes; fires; casualties; acts
of God; acts of the public enemy; epidemics; quarantine
restrictions; freight embargoes; lack of transportation;
governmental restrictions or priority; litigation delays
beyond the reasonable control of the party claiming an
extension of time to perform; unusually severe weather;
inability to secure necessary labor, materials or tools;
delays of any contractor, subcontractor or supplier; acts or
omissions of an other party; acts or failures to act by any
-39-
06/10/88
public or governmental agency or entity (other than the acts
or failures to act of the Agency which shall not excuse
performance by the Agency); or any other causes beyond the
reasonable control or without the fault of the party claiming
an extension of time to perform. The failure by the
Developer to timely submit to the Agency's Executive Director
for review and approval the Developer's evidence of
financing, pursuant to Section 204, or to provide the letter
of credit to secure its advance of the Agency's Acquisition
Costs, as provided in Section 201, shall not be excused
pursuant to this Section 703. In the event, however, that
the Developer exercises reasonable diligence to obtain the
City's and Agency's approval of any of the plans, documents,
or other matters referenced in Sections 203 or 204, but the
City or Agency disapprove the same (or approve subject to
conditions that•the Developer reasonably determines it is
unable to satisfy), the Developer shall be entitled to a
reasonable additional period of time, not to exceed six (6)
months, to resubmit such plans, drawings, or other matters
for approval. Notwithstanding anything to the contrary in
this Agreement, an extension of time for any such cause shall
be for the period of the enforced delay only and shall
commence to run from the time of the commencement of the
cause, if notice by the party claiming such extension is sent
to the other parties within thirty (30) days of the
commencement of the cause. Times of performance under this
Agreement may also be extended in writing by the Mutual
agreement of Agency and Developer.
D. [§704] Non -liability of Officials and
Employees of the Agency
No member, official or employee of the Agency
shall be personally liable to the Developer, or any successor
in interest, in the event of any default or breach by the
Agency or for any amount which may become due to the
Developer or its successors, or on any obligations under the
terms of this Agreement.
E. [§705] [Intentionally Omitted]
F. [§706] Relocation of Existing Occupants
Subject only to the Agency's performance of
its obligations under Section 201 and paragraph 2 of the
Method of Financing with respect to payment for relocation
expenses, the Developer shall defend, indemnify, and hold
harmless the Agency from and against any claims, demands, or
lawsuits as nay be made by any of the existing owners,
tenants, and occupants within the Site for relocation
assistance or benefits alleged to be payable pursuant to the
Uniform Relocation Assistance and Real Property Acquisition
Policies Act of 1970 (42 U.S.C. Section 4601, et sec.), or
-40-
06/10/88
implementing regulations, related to the Agency's activities
pursuant to this Agreement.
G. [§707] Amendnents to this Agreement
The Developer and Agency agree to mutually
consider reasonable requests for amendments to this Agreement
which may be made by lending institutions, or the Agency's
counsel or financial consultants, provided said requests are
consistent with this Agreement and would not substantially
alter the basic business terms included herein. Minor
modifications to this Agreement which do not materially
affect the rights or obligations of the Agency may be
approved by the Executive Director without the necessity of
additional action by the governing board of the Agency.
VIII.[9800] ENTIRE AGREEMENT WAIVERS APPROVALS
This Agreement is executed in nine (9) duplicate
originals, each of which is deemed to be an original. This
Agreement includes pages 1 through 42 and Attachments 1
through 9, which constitutes the entire understanding and
agreement of the parties. This Agreement may be executed in
counter -parts which shall have full force and effect.
This Agreement integrates all of the terms and
conditions mentioned herein or incidental hereto, and
supersedes all negotiations or previous agreements between
the parties or their predecessors in interest with respect to
all or any part of the subject matter hereof.
All waivers of the provisions of this Agreement must be
in writing and signed by the appropriate authorities of the
Agency and the Developer, and all amendments hereto must be
in writing and signed by the appropriate authorities of the
Agency and the Developer.
In any circumstance where under this Agreement either
party is required to approve or disapprove any matter,
approval shall not be unreasonably withheld.
ix. [§900]
TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY
This Agreement, when executed by the Developer and
delivered to the Agency, must be authorized, executed and
delivered by the Agency on or before thirty (30) days after
signing and delivery of this Agreement by Developer or this
Agreement shall be void, except to the extent that the
Developer shall consent in writing to a further extension of
time for the authorization, execution and delivery of this
Agreement. The date of this Agreement shall be the date when
it shall have been signed by the Agency.
-41--
06/10/88
V
IN WITNESS WHEREOF, the Agency and the Developer have
signed this Agreement on the respective dates set forth
below. ����
.__P , 1988
47
ATTEST:
Agency
APPROVED AS TO FORM:
HUNTINGTON BEACH REDEVELOPMENT
AGV"e%V
By
ItItTIATED'AND APPROVED AS TO
,mac s 4—
F Agency Spj5dial Counsel Deputy C
Redevelo
REVIEWED AND APPROVED
AS TO FORM:
Agency Attorney -zy -j
/sr-/4-
'k 23 ' , 1988
r /
Administrator/
t
APPROVED:
Executive Director
CALIFORNIA RESORTS,
Califne 1
By orni
Uri E. Ghti,
General Part V
r
a—"'
3 1988 By
Gaf ylAB1iner,
Gen al Partner
6/112/012304-0001/001
-42-
06/10/88
a
hip
ATTACHMENT NO. 1
SITE MAP
(to be inserted]
ATTACHMENT NO. 1
ATTACHMENT NO. 2
LEGAL DESCRIPTION OF THE SITE
That portion of Huntington Beach, County of Orange, State of
California as shown on a map recorded in Book 3, Page 36 of
Miscellaneous Maps in the office of the County Recorder of
said county described as follows:
Beginning at the centerline intersection of Pacific
Coast Highway and Lake Street shown as Ocean Avenue and First
Street respectively on said mentioned map; thence along the
center line of Pacific Coast Highway south 480 21' 42" east
37.50 feet to the intersection with the southwesterly
extension of the southeast right of way line of Lake Street;
thence north 410 38' 18" east 50.00 feet; thence north 480
21' 42" west 355.00 feet; to the true point of beginning;
thence north 410 38' 18" east 410.00 feet; thence north 480
21' 42" west 465.00 feet; thence south 410 38' 18" east
235.00 feet; thence north 48° 21' 42" west 200.00 feet;
thence south 410 38' 18" east 175.00 feet; thence south 480
21' 42" east 665.00 feet to the true point of beginning.
ATTACHMENT NO. 2
ATTACHMENT NO. 3
SCHEDULE OF PERFORMANCE
Item of Performance
Time for Performance
1. City issues all discretionary
Completed
land use approvals (the
"Approvals") for•the
Project (Section 203)
2. City and Developer enter into
Within thirty (30)
Development Agreement for the
days after Effective
development of the Project
Date
3. Developer delivers letter of
On or before date
credit to Agency to secure
Agency is required to
payment of Acquisition Costs
determine whether to
for Agency Sales Parcels
acquire Agency Sales
(Section 201)
Parcels by•exercising
its power of eminent
domain (Item No. 4
below)
4. Agency conducts public hear- On or before July 5,
ing and determines whether to 1988
acquire Agency Sales Parcels
by exercising its power of
eminent domain (Section 201)
5. Agency exercises reasonable On or before July 5,
diligence in effort to cause 1988
City to adopt street vacation
resolution (Section 202)
6. Agency files eminent domain
On or before July 19,
action(s) to acquire Agency
1988
Sales Parcels (assuming it
has elected to exercise its
power of eminent domain)
(Section 201)
7. Agency exercises best efforts
As soon as possible
to obtain Order of Prejudgment
after receipt of
Possession for Agency Sales
Developer's request
Parcels (Section 201)
for such Order
8. Agency exercises best efforts
As soon as possible
to complete acquisition of
after commencement of
Agency Sales Parcels and
eminent domain pro -
convey same to Developer
ceedings
(Section 201)
ATTACHMENT NO. 3
Page 1 of 3
06/10/88
9. Developer submits evidence of
Within one hundred
financing for Project and
twenty (120) days
evidence of theatre lease
after the Agency
(Sections 204 and 205)
completes the acqui-
sition of those
individual parcels
and property inter-
ests comprising the
Agency Sales Parcels
10. Agency approves or disapproves
Within the times set
Developer's evidence of
forth in Sections 204
financing and threatre lease
and 205, as appli-
(Sections 204 and 205)
cable
11. Developer submits final tract
Within one hundred
map, grading plans, utility
eighty (180) days
relocation plans, and final
after Item No. 10 is
building plans to City
accomplished;
(Section 203)
provided, it is
understood that
Developer shall have
the right to submit
the grading and
utility relocation
plans prior to the
submittal of final
building plans and to
have the grading and
utility relocation
plans processed
pursuant to a "fast -
track" schedule
12. Agency exercises reasonable Within thirty (30)
diligence in effort to cause days after submittal
City to complete review of (first plan check)
final tract map, grading plans, and, as to revisions,
utility relocation plans, and within fifteen (15)
final building plans days after resub-
(Section 203) mittals
13. Agency acquires City Parcel Within ten (10) days
from City (Section 302) after all conditions
precedent to Agency's
obligation to convey
City Parcel to Deve-
loper are satisfied
(or waived by
Agency), as set forth
in Section 302
ATTACHMENT NO. 3
Page 2 of 3
06/10/88
�J
14. Agency transfers City Parcel
Within thirty (30)
to Developer; City Council
days after all condi-
resolution vacating Vacation
tions precedent to
Portion becomes effective;
Agency's obligation,
Title Company delivers title
to convey City Parcel
policy for City Parcel to
to Developer are
Developer; Developer's con-
satisfied (or waived
struction loan records;
by Agency), as set
Developer delivers evidence
forth in Section 302
of insurance (Sections 202,
302, 304, and 404)
15. Developer obtains permits for Within thirty (30)
grading and utility relocation days after close of
and commences construction of escrow for City
Project (Section 403) Parcel
16. Developer obtains building
Within one hundred
permits (Section 403)
fifty (150) days
after close of escrow
for City Parcel
17. Agency provides utilities to
As needed by
the Site (Scope of Develop-
Developer in coordi-
ment, Attachment No. 7,
nation with Deve-
Paragraph III.B)
loper's construction
schedule
18. Developer completes construc-
Within twenty-four
tion of Project (Section 403)
(24) months after
commencement of
construction
(Item No. 15)
19. Agency issues Certificate(s) Within the time(s)
of Completion for Project set forth in Section
(Section 415) 415
It is understood that the foregoing Schedule of
Performance is subject to all of the terms and conditions set
forth in the text of this Agreement. The summary of the
items of performance in this Schedule of Performance is not
intended to supersede or modify the more complete description
in the text; in the event of any conflict or inconsistency
between this Schedule of Performance and the text of this
Agreement, the text shall govern.
6/112/012304-0001/002
ATTACHMENT NO. 3
Page 3 of 3
06/10/88
ATTACHMENT NO. 4
FORM OF DEED
Recording Requested by:
When Recorded Return to and
Mail Tax Statements to:
GRANT DEED
For a valuable consideration receipt of which is
hereby acknowledged,
The HUNTINGTON BEACH REDEVELOPMENT AGENCY, a public
body, corporate and politic, of the State of California,
herein called "Grantor", acting to carry out the
Redevelopment Plan, herein called "Redevelopment Plan" for
the Redevelopment Project for the Main -Pier Project Area,
herein called "Project", under the Community Redevelopment
Law of California, hereby grants to CALIFORNIA RESORTS, a
California general partnership, herein called "Grantee", the
certain real property located in the City of Huntington
Beach, County of Orange, hereinafter referred to as
"Property", described in Exhibit A attached hereto and
incorporated herein.
1. Said Property is conveyed in accordance with
and subject to the Redevelopment Plan which was approved and
adopted by Ordinance No. 2578 of the City Council of the City
of Huntington Beach and amended by Ordinance No. 2634, and a
Second Amended and Restated Disposition and Development
Agreement entered into between Grantor and Grantee dated
(the "Agreement"), a copy of which is on
file with the Grantor at its offices as a public record and
which is incorporated herein by reference. Any amendments to
the Redevelopment Plan which change the uses or development
permitted on the Property, or otherwise change any of the
restrictions or controls that apply to the Property, shall
require the written consent of Grantee.
2. The Grantee shall devote the Property only to
the development permitted and the uses specified in the
applicable provisions of the Redevelopment Plan for the
ATTACHMENT NO. 4
Page 1 of 6
06/10/88
V
Project and this Grant Deed, whichever document is more
restrictive.
3. The Property is conveyed to Grantee for
consideration determined in accordance with the uses
permitted. Therefore, Grantee hereby covenants and agrees
for itself, its successors, its assigns, and every successor
in interest to the Property that the Grantee, such successors
and such assigns, shall develop, maintain, and use the
Property only as follows:
(a) Grantee shall develop the Property as
required by the Agreement.
(b) Grantee shall not use or suffer the
Property to be used in violation of Conditional Use Permit
No. 88-7, Coastal Development Permit No. 88-3, and Tentative
Tract Map No. 13478, as such permits now exist or may
hereafter be amended.
(c) Grantee shall maintain the improvements
on the Property and shall keep the Property free from any
accumulation of debris or waste materials. Grantee shall
also maintain the required landscaping in a healthy
condition.
if, at any time, Grantee fails to
maintain the said landscaping, and said condition is not
corrected after expiration of fifteen (15) days from the date
of written notice from the Grantor, either the Grantor, or
the City may perform the necessary maintenance and Grantee
shall pay such costs as are reasonably incurred for such
maintenance.
4. Prior to recordation of a Certificate of
Completion issued by the Grantor for the improvements to be
constructed on the Property, in accordance with Section 415
of the Agreement, Grantee shall not make any sale, transfer,
conveyance, or assignment of the Property or any part thereof
or any interest therein except in accordance with Section 107
of the Agreement. In addition, prior to recordation of such
Certificate of Completion, Grantor shall have the right, but
not the obligation, to purchase from Grantee certain real
property defined in the Agreement, including the Property,
upon the terns, subject to the conditions, and upon payment
of the consideration as set forth in Section 611 of the
Agreement.
5. The Grantee agrees for itself and any
successor in interest not to discriminate upon the basis of
race, color, creed or national origin in the sale, lease, or
rental or in the use or occupancy of the Property hereby
ATTACHMENT NO. 4
Page 2 of 6
06/10/88
PU
conveyed or any part thereof. Grantee 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, national origin or ancestry in
the sale, lease, sublease, transfer, use, occupancy, tenure,
or enjoyment of the Property, nor shall the 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, sub -tenants,
sublessees, or vendees in the Property. The foregoing
covenants shall run with the land.
6. No violation or breach of the covenants,
conditions, restrictions, provisions or limitations contained
in this Grant Deed shall defeat or render invalid or in any
way impair the lien or charge of any mortgage or deed of
trust or security interest permitted by paragraph 4 of this
Grant Deed and Section 107 of the Agreement; provided,
however, 'that any subsequent owner of the Property shall be
bound by such remaining covenants, conditions, restrictions,
limitations and provisions, whether such owner's title was
acquired by foreclosure, deed in lieu of foreclosure,
trustee's sale or otherwise.
7. All covenants contained in this Grant Deed
shall be covenants running with the land. The covenants
contained in the Agreement and in paragraph 4 herein and
Grantee's obligation to develop the improvements on the
Property as referenced in paragraph 3(a) of this Grant Deed
shall terminate and shall become null and void upon
recordation of a Certificate of Completion issued by Grantor
for the "Separate Development Parcel" which includes the
Property, as required in accordance with Section 415 of the
Agreement. Grantor's warranties and representations in
paragraph 2 and Grantee's covenants in paragraphs 2, 3(a),
and 3(b) regarding the permitted uses and maintenance of
landscaping on the Property shall rennin in effect until
December 31, 2018, and shall terminate and be of no further
force or effect at the expiration of said period. Every
covenant against discrimination contained in paragraph 5 of
this Grant Deed shall remain in effect in perpetuity.
8. All covenants without regard to technical
classification or designation shall be binding for the
benefit of the Grantor, and such covenants shall run in favor
of the Grantor for the entire period during which such
covenants shall be in force and effect, without regard to
whether the Grantor is or remains an owner of land or
interest therein to which such covenants relate. The
Grantor, in the event of any breach of any such covenants,
ATTACHMENT NO. 4
Page 3 of 6
06/10/88
shall have the right to exercise all 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.
9. Both before and after recordation of a
Certificate of Completion, both Grantor, its successors and
assigns, and Grantee and the successors and assigns of
Grantee in and to all or any part of the fee title to the
Property shall have the right to consent and agree to changes
in, or to eliminate in whole or in part, any of the
covenants, easements or restrictions contained in this Grant
Deed without the consent of any tenant, lessee, easement
holder, licensee, mortgagee, trustee, beneficiary under a
deed of trust or any other person or entity having any
interest less than a fee in the Property. The covenants
contained in this Grant Deed, without regard to technical
classification shall not benefit or be enforceable by any
owner of any other real property within or outside the
Project Area, or any person or entity having any interest in
any other such realty.
10. The covenants contained in this Grant Deed
shall be construed as covenants running with the land and not
as conditions which might result in forfeiture of title.
ATTACHMENT NO. 4
Page 4 of 6
06/10/88
STATE OF CALIFORNIA }
} ss.
COUNTY OF }
On this day of , in the year 198`,
before me, the undersigned, a Notary Public in and for said
State, personally appeared
r
known -to me (or proved to me on the basis of satisfactory
evidence) to be the person who executed this instrument as
the
(insert title of the officer)
(name of public corporation, agency or political subdivison)
and acknowledged to me that the
(public corporation, agency,
executed it.
or political subdivision)
Signature of Notary Public
Name typed or printed
ATTACHMENT NO. 4
Page 6 of 6
06/10/88
IN WITNESS WHEREOF, the Grantor and Grantee have
caused this instrument to be executed on their behalf by
their respective officers hereunto duly authorized, this
day of , 198_
HUNTINGTON BEACH REDEVELOPMENT
AGENCY
By
ATTEST:
Secretary
The Grantee consents to the foregoing covenants
which shall run with the land.
CALIFORNIA RESORTS, a California
general partnership
By
Uri E. Gatl, General Partner
By
Gary Lubliner, General Partner
6/112/012304-0001/003
ATTACHMENT NO. 4
Page 5 of 6
06/10/88
IN
Exhibit "A"
LEGAL DESCRIPTICN OF THE PROPERTY
[To Be Inserted]
Exhibit "A" to
ATTACHMENT NO. 4
ATTACHMENT NO. 5
(Reservedl
ATTACHMENT NO. 5
IN
LIM
ATTACHMENT NO. 6
(Reserved)
ATTACHMENT NO. 6
ATTACHMENT NO. 7
SCOPE OF DEVELOPMENT
I. ARCHITECTURAL AND DESIGN:
Each Separate Development Parcel within the Site shall
be designed and developed as an integrated complex in which
the buildings will have architectural excellence, both
individually, as well as in the context of a total complex.
The improvements to be constructed on the Site shall be
of high architectural quality, shall be well landscaped, and
shall be effectively and aesthetically designed. The shape,
scale of volume, exterior design, and exterior finish of each
building, structure, and other improvement must be consonant
with, visually related to, physically related to, and an
enhancement to each other and, to the extent reasonably
practicable, to adjacent improvements existing or planned
within the Project Area.
The open spaces between buildings where they exist shall
be designed, landscaped and developed with the same degree of
excellence. The total development shall be in conformity
with the Redevelopment Plan for the Project Area.
II. DEVELOPER'S RESPONSIBILITIES:
A. The Project. The Project to be constructed by the
Developer on the Site shall be consistent with the Approvals
referenced in Section 203, the final tract map(s) and final
building plans yet to be approved by the City, and the
Development Agreement between the City and Developer, as the
same may be amended from time to time. As of the Effective
Date of this Agreement, the Project consists of the
following:
1. On the Residential Portion of the Site,
approximately one hundred thirty (130) residential
condominium units in a four-story building over two (2)
levels of subterranean parking in conformance with
Division 9 of the Municipal Code of the City of
Huntington Beach. Amenities will include a swimming
pool, jacuzzi, gym, clubhouse, security, and four (4)
elevators.
The Developer shall maintain an on -site sales
office and shall exercise reasonable diligence to market
the condominium units for sale. The Developer agrees
that in no event shall the Developer lease or rent or
ATTACHMENT NO. 7
Page 1 of 6
06/10/88
agree to lease or rent any of the condominium units
during the six (6) Month period commencing after the
later of the following two (2) dates: (i) the date on
which the Developer obtains its final public report for
the condominium portion of the Project from the
California Department of Real Estate, and (ii) the date
that the Developer opens its on -site sales office and
commences its marketing program to sell condominium
units to the public.
2. on the Commercial Portion of the Site,
approximately ninety thousand (90,000) square feet of
gross building area (79,500 square feet of gross
leaseable area) in a three-story retail/commercial
center over two (2) levels of subterranean parking. A
six-plex movie theatre will be included in the Project.
The theatres will have a maximum of one thousand seven
hundred fifty (1,750) seats and shall contain
approxinately twenty-seven thousand (27,000) square feet
of building area. Retail space will be on two levels
with approximately thirty-six thousand six hundred
(36,600) square feet plus approximately fifteen thousand
nine hundred (15,900) square feet of office space on the
third floor and mezzanine. The retail space will
include a maximum of ten thousand (10,000) square feet
of restaurants and a maximum of three thousand (3,000)
square feet of nightclub -type uses.
3. Two hundred ninety-seven (297) parking spaces
located in the two -level subterranean parking structure.
4. All landscaping, driveways, open areas, and
other incidental on -Site improvements required in
accordance with the Approvals, and the following off -
Site improvements, to be constructed in accordance with
the City's Downtown Design Guidelines and Public Works
standards:
(i) curbs, gutters, landscaping, sidewalks,
and street lights (but not signals) around the
perimeter of the Site, and
(i i) a ten -foot widening of the western side
of Walnut Avenue adjacent to the Site.
B. Building Setbacks. Minimum building and parking
setbacks shall be in conformance with the Huntington Beach
Municipal code.
C. Building Construction. Buildings shall be
constructed in conformance with the Huntington Beach
ATTACH14ENT NO. 7
Page 2 of 6
06/10/88
Municipal Code and in accordance with the approved final
building plans.
D. Signs. Signs shall be in conformance with the
Huntington Beach Municipal Code and more specifically, the
Downtown Specific Plan and design criteria. No signs shall
be erected on the exterior of the improvements unless such
signs and signing have been submitted to and approved by the
City/Agency staff. Developer shall submit and implement a
Planned Signing Program with respect to all signage on the
Site.
E. Screening. All outdoor storage of materials or
equipment shall be enclosed or screened by walls,
landscaping, or enclosure to the extent and in the manner
reasonably required by the City/Agency staff and the
provisions of the Huntington Beach Municipal Code.
F. Landscaping. The Developer shall provide and
maintain all landscaping on the Site, including the public
rights -of -way within the Site and the setback areas, in
accordance with the approved landscape plans.
G. utilities. The Developer shall extend all
utilities required for the development, use, and maintenance
of the improvements on the Site (water, sewer, gas,
electrical, and telephone) from their nearest available
locations in the public rights -of -way at the boundary of the
Site. The Developer shall be responsible for all costs
relating to such utility work, including the costs relating
to (i) extending utilities from the perimeter of the Site to
the improvements to be constructed thereon by the Developer,
(ii) the tie-in of said utilities into the lines in the
public rights -of -way on or immediately adjacent to the Site,
and (iii) the utility meters.
To the extent that utilities are located in the
public rights -of -way on or adjacent to the Site, including
without limitation any of the public alleys within the Site
which are to be vacated and abandoned by the City in
accordance with Section 202 of this Agreement, and said
utilities are required to be undergrounded and/or relocated
in order to accommodate the development of the Site, the
Developer agrees to underground and/or relocate such
utilities, or cause .them to be undergrounded and/or
relocated. The Agency shall be responsible for all costs
related to such utility undergrounding and/or relocation.
The Agency shall reimburse the Developer for the costs for
which the Agency is responsible in accordance with the
following provisions.
ATTACHMENT NO. 7
Page 3 of 6
06/10/88
Prior to entering into any contracts for the
planning, design, engineering, or construction of any of the
work required to be reimbursed by the Agency as set forth
above, the Developer shall first submit a copy of each
proposed contract to the Agency for approval. Prior to
entering into any construction contract for any such work,
the Developer shall first obtain a mininun of three (3) bids
from qualified and responsible contractors, and shall submit
such bids to the Agency for approval. The Developer's
overhead or management fee for such work shall not exceed six
percent (6%) of the balance of its costs for the reimbursable
items and Developer shall not be paid anv amount for profit
on said portion of the work. It is understood and agreed
that the Developer may enter into contracts with respect to
all or any portion of the work required to be paid or
reimbursed by the Agency pursuant to this Paragraph II.G
which contracts include work beyond the scope of the Agency's
reimbursement obligation. In such event, the Developer
shall, to the extent practicable, require each proposed
contractor to separately bid the portion of its work required
to be paid by the Agency from the portion of the work
required to be paid by the Developer. If it is not practical
to separately bid the work on this basis, the Agency and
Developer shall agree upon a fair and reasonable allocation
of costs between that portion of the work required to be paid
or reimbursed by the Agency and that portion of the work
required to be paid by the Developer. It is further
understood and agreed that the Developer shall comply with
applicable requirements of law relating to such contracts,
including without limitation non-discrimination and
prevailing wage requirements, but the Developer shall not be
required to comply with requirements applicable to the Agency
but not to the Developer (including without limitation public
competitive bidding procedures). After the Agency has
approved a contract, the Developer shall not authorize any
extra work or change orders which would increase the amount
of the Agency's payment or reimbursement obligation pursuant
to this Paragraph II.G without first obtaining the Agency's
approval; provided, however, that in the event of emergency
work or if the Developer reasonably determines that the
delays in obtaining Agency approval would result in
additional costs being incurred, the Developer shall be
entitled to approve such change orders or extra work as long
as the overall scope of work is not thereby increased and
Developer promptly notifies Agency of the action taken. In
all circumstances, the Developer agrees to act reasonably to
have the work required to be paid or reimbursed by the Agency
pursuant to this Paragraph II.G completed at a reasonable
cost, consistent with the parties' mutual objective of having
such work performed by contractors with a reputation for high
quality, gxperience, and reliability. The Agency shall have
the authority on behalf of the Agency to approve or
ATTACHMENT NO. 7
Page 4 of 6
06/10/88
disapprove the Developer's proposed contracts (and change
orders and extra work) required to be paid for or reimbursed
by the Agency. Approval shall not be unreasonably delayed,
conditioned, or denied, and provided that the Developer shall
have provided full information to the Agency, the Agency
shall exercise reasonable diligence to take final action on a
request for approval of a contract no later than forty-five
(45) days after request for approval is received and on a
request for a change order or extra work no later than
fifteen (15) days after request for approval is received.
Any disapproval shall be in writing and shall state the
reasons therefor. Upon receipt of a disapproval, the
Developer shall exercise reasonable diligence to promptly
remedy the problem (assuming the disapproval was reasonable)
and resubmit the matter for approval within a reasonable
time; provided, however, that notwithstanding any other
provision of this Agreement to the contrary, the Developer's
times for performance shall be extended for a reasonable
period of time to accomplish such tasks.
During the course of development of the Site, but
not more frequently than monthly, the Developer shall submit
to the Agency's Executive Director an itemized statement,
with such supporting information as the Executive Director
may reasonably require, documenting all of the Developer's
costs eligible for reimbursement from the Agency pursuant to
this Paragraph II.G. Each such itemized statement shall
separately identify the costs incurred with respect to each
separate contract approved by the Agency and, if applicable,
the allocation of costs between those costs required to be
paid or reimbursed by the Agency and those costs required to
be paid by the Developer. The Agency shall promptly
reimburse the Developer for all costs eligible for
reimbursement within thirty (30) days after receipt of each
itemized statement.
H. Vehicular Access. The number and location of
vehicular driveways and curb breaks shall be in accordance
with the approved plans.
I. off -Site Parking Facilities. The Developer shall
have no responsibility to construct or maintain parking for
the uses to be conducted on the Site beyond the 297 parking
spaces required pursuant to the Approvals and referenced in
Paragraph II.A.3 above. To the extent that either the City
or Agency determine, at any tine before or after the issuance
of Certificates of Completion for the Residential Portion and
Commercial Portion, that the parking on the Site is
deficient, the Agency shall have the sole responsibility of
remedying such deficiency off of the Site.
ATTACHME14T NO. 7
Page 5 of 6
06/10/88
v
u
In the event of any inconsistency between the
Approvals and the narrative description of the Project in
this Agreement, the Approvals shall govern.
III. AGENCY'S RESPONSIBILITIES:
A. Off -Site Parking Facilities. The Developer shall
have no responsibility to construct or maintain parking for
the uses to be conducted on the Site beyond the 297 parking
spaces required pursuant to the Approvals and referenced in
Paragraph II.A.3 above. To the extent that either the City
or Agency determine, at any tine before or after the issuance
of Certificates of Completion for the Residential Portion and
Commercial Portion, that the parking on the Site is
deficient, the Agency shall have the sole responsibility of
remedying such deficiency off of the Site.
B. Utilities. The Agency agrees to provide, or cause
to be provided, at no expense to the Developer, and within
the time required in the Schedule of Performance, all
utilities (water, sewer, gas, electrical, and telephone)
required for the development, use, and maintenance of the
Project on the Site, with sufficient capacities to adequately
service the Site, with such utilities to be located in the
public streets or rights -of -way adjacent to the Site. The
Developer shall be responsible for extending utilities from
said location(s) to the irprcvements located on the Site in
accordance with Paragraph 11.G above.
C. Easements and Permits. The Agency agrees to
cooperate with the Developer in connection with the filing
and processing of any and all applications for permits and
other approvals which may be required by the City in
accordance with the Development Agreement or which may be
required by any other governmental agency in connection with
the development of the Site.
6/112/012304-0001/004
ATTACHMENT NO. 7
Page 6 of 6
06/10/88
IN
ATTACHMENT NO. 8
METHOD OF FINANCING
1. Except as otherwise expressly set forth in the
Agreement, including Paragraph 2 hereinbelow, all costs,
expenses, and indebtedness related to the assemblage,
disposition, and development of the Site pursuant to the
Agreement shall be borne exclusively by the Developer.
2. Subject to Paragraph 3 below, the Agency shall be
responsible for payment of the following costs and expenses
relating to the development of the Site;
(a) All funding required to perform the "Agency's
Responsibilities" identified in Paragraph
III.A and III.B of the Scope of Development.
(b) All funds required to pay for those items
specifically excluded from the term Agency's
"Acquisition Costs," as that term is defined
in Section 201.4 of the Agreement.
(c) In the event that there are any hazardous
substances located on or under the Site, and
to the extent that the Agency expends less
than One Million Dollars ($1,000,000.00) for
the items listed in subparagraph (ii) of
Section 201.4, the Agency shall contribute all
additional available sums reasonably required
by the Developer (up to the $1,000,000.00 cap)
to pay for the removal or clean-up of such
hazardous substances in order to comply with
applicable requirements of law. The Agency's
contribution of such amounts shall not,
however, limit the Developer's right to
recover any additional costs that the
Developer may incur which are caused by the
Agency's breach of its representation set
forth in Section 312 of this Agreement.
(d) Those expenses incurred by the Developer to
relocate and underground certain existing
utilities on the Site, including the public
streets and alleys within the Site which are
to be abandoned by the City, as more
particularly described in Paragraph 11.G of
the Scope of Development (Attachment No. 7).
ATTACHMENT NO. 8
Page 1 of 2
06/10/88
(e) If the Developer performs any of the tasks or
advances any of the costs for items which are
the Agency's responsibility hereunder, the
Agency shall promptly reimburse the Developer
within fifteen (15) days after the Developer
provides the Agency with a written invoice and
supporting documentation, in such detail as
may be reasonably requested by the Agency,
detailing the amounts expended for such
eligible items.
3. Notwithstanding any other provision of the
Agreement to the contrary, the Agency's obligation to pay the
costs referenced in Paragraph 2 is conditioned and dependent
upon the Developer's performance of its obligations under the
Agreement, and the Agency shall be entitled to withhold any
of said funds between the time the Agency notifies the
Developer that the Developer has committed a material, default
(assuming such a default in fact has occurred), in accordance
with Section 601 of the Agreement, and the time the Developer
cures said default or commences and diligently proceeds to
cure said default. Afterwards, however, assuming this
Agreement has not been terminated, the Agency's obligation
shall be reinstated and shall survive and any amounts
withheld shall be paid, less any costs actually incurred by
the Agency because of the default. Notwithstanding any other
provision of the Agreement to the contrary, the remedy
provided in this Paragraph 3 shall be the exclusive remedy
for the Agency with respect to withholding the funds
otherwise required to be contributed pursuant to Paragraph 2.
6/112/012304-0001/005
ATTACHMENT NO. 8
Page 2 of 2
06/10/88
order No.
Escrow No.
La%n No.
WHEN RECORDED MAIL TO;
9e ACR ABOVE Te119 LINE 009 RECORDER'S USE
SUBORDINATED DEED OF TRUST WITH ASSIGNMENT OF RENTS
ISHORT FORM)
This DEED OF TRUST, made this day of , 198� , between
CALIFORNIA RESORTS, a California general partnership,
herein called TRUSTOR,
whose address is 305 walnut Avenue, Huntington Beach, CA
P1wlpbo, and S.neti (City) Rtere)
FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation. hereincalled TRUSTEE, and
HUNTINGTON BEACH REDEVELOPMENT ASENCY
herein called BENEFICIARY,
WITNESSETH: That Trustor grants to Trustee in Trust, with PcAer of Sale, that property in the
City of Huntington Beach, County of Orange , State of California, described as:
[See attached]
torts contingent obligation to pay to Beneficiary liquidated damages in
worm of $1,500,000.00 pursuant to Suction 612 of that certain Second
zed and Restated Disposition and Development Agreement ("DDArr) try and
n Trustor and Beneficiary dated , 1988,
TogeeMr with •he rants. , wt and Is is Toof, swb.00. hon,ever, to to* right p.ar and wfhr,ty herein her g,ven to and conferred wpm 1.rsarc.ory to
collect and 4PO4 such ren.s, s 0, a,d preen
For fhe pwPOse Of Secwing 11• M. --__ --`...—.i-S - -- __ — . ILwr.�card ep.a... _ _ _r _ - _ —r■a+.
.w - - - - ./. - - - - - -- --- -- ---- - - --- and (2) the ptrlc1
rmance of ae.
og.evzt. Of bws,a :ncrpratsd by nlasnee or wnlb7d he.e.n (3) Paywer.. Of odd.lonal swps s.d interest thereon wlwk r.ey boreallar be loaned to
TiveNw. e, h.s wccessors or nsig,n orlon *..dtnced by a o•rprtsre nee r poles rec.l•nq that 11-4y are wowed by th.t O.ed of lrmr.
To protect the t.cwr„y of this Deed Of G..st. and wall, resopa to the prept•ty abono described. Trustor e•pree,ly mates each end all of the /greernanls.
and adoo•s epd ogroes so parfW+ and I:* e bevnd by each aail of the 10 n1 and P-o,;s.ens eat fr•h In a,bd.ns.OA A. and 0 .s . .ally agreed th., #*,►
and 611 of fht .e,-, and Wo—t.ons se. lath ,n swbd-.s-en B of the feus."s d.ao OF two .eco•ded in 0•6nga Co..ry Augvs, 11. 1964, and in all olky
eovnt.et As.pw, la. 1964_ in Ih► look and of Ile pipe of QIT4.01 R.erdt ie tY off4o. or ine county recorder of try county w4,6 teal property is located.
noted below opoclao sM na. of swfh cownl., ron lr-
COUNTT BOOK FAGT cOGNty BOOK FAG[ COUNTY 900E paGE COUNry BOOK PA01
Abwd. I'll "I K..9. $59 713 ►loco 1020 379 Fern 31 117
Al,ite 3 130-31 L.k. 43, 110 ►plow.* 166 1307 Si.k.yw 306 762
Awadw 133 Na Lesaan It2 ur li.esid. 3776 30 36.0a 1117 621
9. "a 1330 313 Los A,y.les T-3670 874 104r0w..1e "IT 136 S«ema 2067 427
Car -*,*I US 33B Mai... 911 136 San HaB1 300 a03 Sldxis4.a 1970 16
[crow 323 391 Morin 1149 112 fan somerdoos 6313 764 swim 655 363
Cenr. C-4 416 1 M.r.p... M 4s3 Sal su.utae A404 396 1eh.wa 437 Lai
*.I Mena 101 14
9 M.M"fora is? 9e 1a1las*viw 2a13 2*3 T.i.ity 1g1 $95
If pwade 104 63S Mwc.d free 7S3 law MN Obits/ I IS 13f TO." 313o IN
Fnrn1 1031 613 hoed" 191 93 S.. M.s.. 4779 ITS Tw.lww.. 177 160
of.— Mt 76 M.1e 69 302 $..1. B.rben 3065 all Ye.Iw. 1607 337
IIvollaw, 401 33 Meaterey 357 239 fawsa Clara "36 H4 yele 769 la
Imp.rial lilt rot N.P. 704 742 sameC,wa 1634 607 Twbs 398 693
I -To 161 472 N...d, 863 94 Shield 900 633
K.re 37S6 a" o.sme. 7113 is 9— 0.9. $11199 a B-A 1964. ply* 169776
sha11 Inwe to and b-nd rha pa,Y s Mte•C w.,h r"Pact le M.s Meverty abo" de.a.bed. Said agree"nNterman , terms and fto.i.iom contained In bd. said svvision
A and B. fdrn.cal in ail tempo". end Isr,nre4 on Ile rewrw side Iwtof) Me b..ho vralw teI*,vrx* fherao. Incerpwsted he,*;. and mode a p.rl el llr• Deed
of Trvet for dI pwpeaas as fully as it sal lath of length heron. and Br.afK.ry 0" Charge for a slorem.nt I towd.ng file obligation aatwed hereby, p,ovxled
the the,ge ttynler does not exceed Ile ma,t.-so- allo,rad by law.
Th. wda,sigrrad l,wsor, taOwests lhat a code of any 00-CE Of delawh and Mr, nof.w el Ulf hentrnd., a moiled 10 him a. No address M.tinbefra we forth
[See subordination provision attached-] sit"two OF rr aw
1
STATE OF CALIFORNIA Iola
OOUNTY OF
on
Woro ma. 14 lindee"n*d, a NotaN lsubhc In and for ad Sla!a. Poll,
smallyappeared —
P*yonalty k,l0ern to me la O(opeS to me on the basis 0! atislat:"
eyidance} 10 be Ile perlonral whore Wears) War* subacow to the
Whirs *111hfm*nt and OCkrww+«ged to Ile that he•shenhiy *.*Cured
me "me
1k4T14 ESS my hand and *"coal &W.
sfpnalw• _ ATTMMM NO. 9
Page 1 of 4
1158 16:821
DO NOT RECORD
The fill — 1s a seoy 01 Smmlmlelory A add E K *if flesftioua 0w0 Of Trott ncadld In each County in Calhl*.,hi. r Noted In fen I0fa1" Dote of Tfmw and k
GNOolied by to!- orca in ae r +f Tent a 6" a port thereof w M at form in logtl OeremL
A. a TO 1007ct the towrity a b TnwC Telwtot tear
wo twwdlk*mm-w owbullding etftlth may be eaew'Winc r ONnapd or dowedred Meat old to ow W. erhd lotus fmfnace0
tlh ,~. to tlelmWy m1h III Ism of wlkq fafd OcopmeM Ifw a mew thrspl: net a Spltrnit w 0*tmlhl waots p+araoh. mat
al'OrhmlL wfter Or Of IN: a ttAlhrsIs, Ifomgots. fortanee. fumigate. prune Will do N o1hM tit which Gam of pwatwr
a OM efbrtace DO" mar be Mplhad by 119filticharlt moon any bdaOlaNh*e y elOfmhre. OF al Oplrah Of gam►
fichay the enlus amount . 1 ryslot. h applKariOn Of 940000 photo not CUM Or wane any datemil Of netca Of default
Of TO oppose In rip Mfend any sc fo w a pMea.pung pmhponmg to affect Mt rhyney hwmf of the .yhtf Of Down/ of Senrbcfary er tiuw►e. and to pt set
Cosa Will ftwkml. Inrludhne Coil of amfdemce Of till* and artornev's fern in a eeeeoosa* arm, in any sues act." or ptoceadmng a which bwylhC.ry or Trust" may
appear. and in mhv quit brwyt by Sensfhcisce to lorftid this Dead.
oil To Ds►: of Mat tan dayl before dalinquermeY all a.w and aawnfnn affecting sod property. lrheknd•ng arwnedq On appurlerhrhl water stack: Men
due, all mmarerdrrhCSL Charges bud bona, with lmlerest on Ind INopartr or ory put thereof, whch appose to be pnr or hoperhp har*l0: all Co$tL Not and Stprmal Of
iota Tina
Shekld Tfustw foil to enak* env parhnant or to do any act a herein pfCwWfd. pan S.MlcnerT Of TOWNS. but without *blgtbOrl so 10 do end whnnOst reek* to
or demand moan Trucoe and without raloSe•rq Truf1Or ficm my dblgotfoa horoof. Ter: make Or do We sfrhe in such mmafnr re so Such sm tent he Fihw mew dee.R
AftaN V M prolwo de w ippiv heesol fmofm:,a/y De Tfmerw bong AbrWolfd V enter Yeah aftd Drtprfr for Such pueDOK=: appose M and d0wio any action or pro.
teadrrg ourpOnrmglo ifftt its facunry hereof Or the rights a pewtrs al Sweh;hry Or Tnalw. pea, defth$". cmW a CodhWOnh.a any eKhfweface, chfrga r beset
which in Ono pldynonl Of altrw opposes to Do prior or quOermor hrsld; and, In ee aMm" any f mh powers, pay rmacomMy e.pirma, flnplaW carnal and pay AK lesson,
able fra
Ise To pay bb+radatry and without demand oil fume to a.oerdal M sanolKyry w Trustee. wmlh amen from dote *f wprhdlhoM at time armounl ellowed
by law in Stowe er the data htMOf. and IC par fee why Ilatrmnl OMi md.d dam by law on alent of M dote horadf Iagaltrng to obligation WdorW hnaby any smarm
Ownrdod by pre beMt.Cyry Rai to *.Clad the mat mhrin plowed by law ON the limit wham mad rlelempml is domrded.
�. 11 a fnmafally agfsed.
421 That py Occasions oarment of why fhm Secured mrebY else ern dh.a date. Sewermcrry do" not weiye his tight rM to ragmin Mvnpt pale ant Men dye
Of all ether puma he secured Or to ditlre default for IFluto so t0 pay.
(3) That at enT time Of kph hmt to time, without IlsW'dV Owsl*' rid without notct. u00d yyrlllen rawerd of Saelicimy and pr emnlsdipn Of this Dart
rid a" new for efdpnanyrtt rid without allm iong Ma peH*RN lhaflty *1 any preen Sep Oakmont of the rhpabl Wd OMMd hereby. Tlmmea may: Ma OW any
Pon *f sill precocity: corlart as tat ma..ng of mhy nap av post shadow. 1L44m Blending eny nr.menl fMM*n; a limo m amy *ttonren agfsefnsnf a enter agream"I
mrburtmeding the omin a Ch" boom(. '
141 Tsai moon wrinood rawest of bonsfKeW loading that all homes dowried hereby !hone been pad. rid moon Surrender of"Deed and aid mote to Tronoo
Feu Cocpletdn and fesenloOrl Or Other dmayCmlrpn to Trustee In its ere Ohicrot-on may Choose rut upon parmenf 91 its tee. Truataa Mall rle[onrOr. without warranty.
pen DtCWfr ~ flood hamOunOer. The rachsot in Mh eSeomloyaR6 of any matters a facts Shot be conclmswf proof Of Me trmthtulrmon th~. Ths Grawtaa a wcm
fecon.*rsfrca Roy he efwnbed a "the Ranson Of portent legally entitled there t0'
IS) That ice mldibomhas f.ctrnty. Trumw hereby gores to old eoRlro upon biMlcmery tie right. power and smilhenry. dmrng the Continuance of OM.a Truly.
to Sellers Ow rents, !aqua and probe of Lewd property. t ode mhng vote itwl0• f'e right Down to any defaull by Trhntor in payment of am +ndeDlednaw Secured hereby
or at perfofmgnee Of any fgreamanl horaNder, to cousel rid Main fytm f*nq. Ohoer rid Dribble al toy bfCrne wo and Onvabit. Vpon any each default. Sed*fKhfry
his, a env Irene without ma•ics, erMer in person. bit "ant Of by a ffcermer 10 be appommed by a eamrL and without ragord 10 Ohs odegmfcy of any actiurwy for Ode in,
deeldrtome flrmy Secured. enter upon and laid a PaUsio.en Of said property at Fir OV I thnmt, on he our* name we for p otharyma collect matt rents, houst, and Drset-
Iq rheye•mq thpSe oaf duesfhd unped, shot SOpfy the Nlnf. fee e0alt and stpenSl of Dominion end CollsCtoorh. Including teaooecls otlornay's loss. up" any wdobls -
Raa aKmrmd ner". and m with Order a beMlhchafy may Otlorrmmhl The fntthng mpen and oak,hg DOO SSen Of esd preowty. to collection 61 wfCh hunts. Iowa and
Won* and tie seplhconavl ",mf as olertand. Stall net our* Or wen* why dtlqull or r*Icf of OHault hwfmndm or omaidste any a dons purahent to weft W.Ck
66) Thal upon default by Trustee In payment of any idebtodo oa Nord hmobr or in pedermlyKe of any sgtewrent hatundw. Eonef ciary may declrt
NI horse lectread horel y imrna]hsloly due goad paywe by dslwsry 10 T rullw OI wmltan OKtalaen Of dtl*ule end danord for 10 * and of rwltlen mOtmCo Of defoull and
of otKtiph to Cause t0 be told said Drop". w hKh net ce T rustw Shall came( to b* Veil for mod. fl sn*I-C-WV ■w shalt deposit � Vt Throw this Otto. wool note Said
ad Pammrto wmaancm a aapena.hor*s eacwad holMy.
Aflw the laps of hoe" time 1s may Shen 6t MaUitid by IN follow" pN lecOfd*lhpn of said Midge Of detamlL Fend n*tcs of ale having own omen As then ew
weed by dew. Trull e. w -hall drmanO on Trerom, snrr *moo said preosfly a" In* urn* and DIK a Ir.od Or al In and —1.* of tale, rter a . -no* e- ern emparah. Sam -
COAL NW a much OSQW as IS may delornme. al public ouCtbn 10 the hrghat boom la Cash a lawful money of the Nmld SING. peysMo me One of so L Trustee may
pormono lot of oil w any parLOfI at said prevarly by pubdie fmmOuncemie+l of Such Imho and place to sm a. aid from sine to troy thrwttr may poeroons such art
by dutR✓. andauKlmamt St hit time 6.ad by the preceding Ptatpomfm L Tnustes Shall dNwr 10 fhih pmffhf *f its deed Cahaylng Mile DIOprty to Sold• but w,a
eel env e4.enalmt or wrranty. empMr Or implied. The Manta* fa suety Owe cl any rmorers 0, IS:es Mal104 coftims" proof of the MrMPutrhsa tmrpl. Any preom
lntluding Trustee. Trust". Or lonahcmry n hramtsfler **,.-ad. ray pionhaso at wch We
Ahsr ddtahnt ab COafr, few and Npontw of Trmelee rid *f Syr Trout NcJYdhng cast Of &.dance at wife rmeerwrtwn—off solo. Trustee Sher• al*my SoN arc
cowls of we to pronneen of. 101 hom1 e.00ndled under the forms hmfpf, net then MoFd, swth accrud mltsent R the frmomnl oleweo by tow In affect at the date hum'_
all ONo calls then bKw-d hwsby; and the famalrhder. If any. to but person or Owsods tegelly Mdieod thrate.
17) Senefchry, of eny sucC/Npr in Ownyrthhp of why Indebtedness Sechfrod hwabr. may from time to t~, by NKlrufhenl In wreorq, subn.suls S wecamow
Of summaim to why Truftea Mmd hm*.n Or acSng hrwurlOif. 1MhCh retr mwL Saecmtd by tee Esrnifchry rid pyhy acknmodgld mho mordd is the otthCo of
ty momof *f the County Of counties Mert lama stop" a wounded. Shall be conch.Fmf proof Of OrOOr w issutubon of arch Succwer T/mwae a- Tf ii$a MO shall.
OmoulCermsyaKe born me T rustwdMacafaOf, succeed to all IN bee. wtals lights. Oowate and duhm Sad instrument must conirn to name of the whghMs Trwla.
Trust" en0 Beneficiary hereunder. the took and Dope Mbwf shy Deed is rocadd end thl Acme and ddM Of the rew Trusnw.
131 The tee Did dplel sow iANw to Mta bantht at, and bunch aft part.w Pwt-q, Mir PoWL tegerese, d&.rsefL rlmwomsrreeO+L *.Wulore. m cCmwl and a
sryhs The term 6amalhchry {here .noon the owner and holder. fnclhlduy pladfoas. of the n01f $Kurd hereby, wbamer of net hernia of Bans1KISeT hmrfL In out C*eC.
whend0mw afro Cona.l be moo lea, oho masculine ge den mtlidee We famrmme alWor Mull. and Mt sie g okon IhVRhPfh free thirds Ike puted.
Igf That Trustee acepd this Trull Men tie Deed, 0.1y staeuTed eft ack-owldgd• is made a public !tort N provided by law. Trull" y not Obthgatee'o
AOON am pity hereto of pending Sala under cry se nit Dead of Trutt Or of any action Or proceed.ng in Mich Trumor. Benifcyry at Teuetes Malt be a Deny anal
brought by Trustos.
DO Ivor RECORD REQUEST FOR FULL RECONVEYANCE
TO frpsr AMERICAN WLE frfSVAANCE COMPAfyy. TRUSTEE
The mnden'tned is tie hOgal 0t nm and hololdr of the note w host ad of all Omm fntobtmnew wCmrd by the fwsgohnc Dad of Towed. Sod rims Or nalim all
g.thm ens Soh Ofhw mdobldhws assured by 14-0 Oved Of'FMll, stoma been hurry paid and sum/food, rid you me hereby Mwaleg and c rectad, an Offinenl to wov of
ony home owing to you under the terms of oat Deed of Trued. 10 tamed ad MIS of sooft soars mentmond• Will at Other r ddi ces of mOobld Mal ascurea a slid;
Dad of Trust dammed to Tom hrawrth. Iog.thw with the said Dom of Tn.a. and To faterrmay, whtioul wrrenry, so t•a prtra dasyMtd by the tuna at wa.d Died
of Thiel. all tit Salads now !.fell bit you undaf the serno.
Data
Pews marl Dow *f Trull.
Note and NwOraayerco 10
tee nfrme:olr p Annoy An Dud of Tm11 OR 771F ArOTF ft*Ar t If wrw"z folk P sf Nit drfyh•owd to 1Fr Tmr»rr 1Or fo crfiarrpmWy my mrOmrpvmorr rslf fir +set a
vac
C
W
a�
1.—
LL
O z
V
.�
C f,
`�° C W
W
O
cc
E
Q
7 n]
�^ a
c E
}
(U U
LL
~
U_
H
G
ATTACHMENT NO. 9
Paqe 2 of 4
V
[INSERT LEGAL DESCRIPTION]
ATTACHMENT NO. 9
Page 3 of 4
.I'
Pursuant to Section 612 of the DDA referenced
above, the Beneficiary agrees to execute such
documents as may be reasonably requested by the
Trustor and any lender approved pursuant to
Sections 107 and 204 of the DOA to effectuate the
subordination of Trustor's contingent obligation
hereunder to the lien of such lender's mortgage or
deed of trust.
ATTACHMENT NO. 9
Page 4 of 4
IN
AIIACHMENT-NO.
TOM CLARK'S LETTER OF APRIL 26, 1989
r
i
'1 J - i ,ATTL C&-MNT NO. 3
J. CITY OF HUNTINGTON BEACH
COUNCIL - ADMINISTRATOR COMMUNICATION CA 88-44
HUNANGION SEA(H
To Honorable Mayor and
City Council Members
Subject 161AIN-P1EIt PHASE I
From Paul E. Cook\
City Administrator
Date April 27, 1988
We received the attached information from Stradling, Yocca, Carlson, & Rauth
concerning Main -Pier Phase I economic dealpoints and the Agency's extent of subsidy.
Staff wil be prepared to discuss this matter with you in further detail at your closed
session of Monday evening, May 2.
PEC:lp
Attachment
xc: Douglas N. La Belle, Deputy City Administrator
Mike Adams, Planning Director
3724h RECEIVED
APR 2 81988
aEPARTMENT of
COMMUNITY DEVELOPMENT
,
STRADLING, YOCCA, CARLSON & RAVTx
A PNOFESSIONAL CORPORATION
rR 19 P. STRAOL•NO
ERhL ElT C. SROwN
ATTORNEYS AT LAW
N 'C IL L. TOCCA
SRUCD. AT
C. CAAIG CAALiON
PLOT A, OAOyho-AIER
OEO NEWPORT CENTER DRfvE. SuITE ICOO
..ILLlAM R. RAVTq r/
OONALD J. NAMI/AN
R.C. SCNAAr
ronh L S..IOARTI .;A.
POST Ofrlct 60E 76E0
R-PC•AI10 C. GOODMAN
JO+N J- MVA..w'
STEPN<N R. MELIKIAA
MIC"ACL A. EA►LOCKI
NEWPORT :EAC:►I, CALIFORNIA Ptd 6O.6sAl
TNO..AS R CLARti,W.
NCILA R. SEANSTt11W
TCLLPh10NE (771M
SEv A. /R►DMAI.
CELESTE STANL ORACT
6AO'70]7
DAv.O P. M•E..EN
CNR.ST00"CA J. AIL►ATR.CK
►AI L. L. GALE
:AL.
-.JOEL N. QUTM
TE LECOP•[R
C. 5 C&ARO
JV.1L M. M.COY
I914) 640.7]7[ . nld) S4O.793'.l
R^J1tA1 .L AANt
DAWA, C. N,0mCyWLL6
M.O. TALSOT
LARA[NCL •. COMN
9A.aCt C. ATVA PIT
STC►N[N T, ■AEENAN
00vGLAS r. 1,114FAt4
PIRA■ .A TA"hOrSNr
L- wuwT Tt AGER
I10SERT A. WILSON
rdrEl.r J• IYwAL1,
NICNOLAS ,L TOCCA
ROr[RT E. O.C.
LIs& M. 14.Tr VTA
PET tR J. TENN.iON
JONN D. STEI.ISERC
740.1A1 A. PISTONC
10101EAT C. ruNSTE.f
SCOTT E. M-COM-ELL
ALETA LOVISc iRTANT
AAI.9ALL J. !MERMAN
A MICRAEL VAUGNN
•RLGt w. r[u[NTtR
CINOT R. NI,aNLs
MARK J...yES,CM
PC".Si E. NARSAVOM
KIRK F. MALOONADO
SARSARA L. ILID
AAAEN A. ELLIS
ER.0 T. SALT;MAN
MEMORANDUM
C. GREE4
TO: Douglas N. La Belle
FROM: Thomas P. Clark, Jr.
DATE: April 26, 1988
RE: Phase I — Entertainment Center
JO•.h C. S0EC.EV Z"
AENA C. E'OtiC
GA COL.-Gt.
SAN /wAkc a--O C+r.c[
SwITE •f00
•01 MONTGONEA• WREE'
SAN rooANCISCO. CA s.. •..111•
TELLO-ONE 94•1 T66-7Af
TtLtC0P.CP1 [A 1' 048-7379
California Resorts, Inc. ("Developer") has proposed a
160 unit apartment/condominium project and an
entertainment/retail complex. The proposed Scope of
Development consists of the following product mix: ,
Entertainment Retail
43,920 square feet - retail
19,080 square feet - office
27,000 square feet - six-plex theatre
297 subterranean parking spaces
Residential
160 units and parking
The project was approved as 130 "for -sale" condominium
units. It should also be noted that because of the six-plex
theatre the entertainment/retail project requires a total of
975 parking spaces. Based on the current proposal the
developer is 678 spaces short of the required 975 spaces.
In the Keyser Marston Associates' (KMA) analysis
attached hereto, dated April 13, 1988, KMA concludes, with
respect to the entertainment/retail project, that, "the
development costs including land acquisition costs and a normal
developer's profit exceed the warranted investment by
approximately 1.68 million." This analysis assumes that the
City owned land will be contributed for $1.00 and the total
land cost is allocated across both the entertainment/retail
project and the residential project.
With respect to the residential project XMA's
analysis, having been prepared prior to final land use
entitlements, assumes 160 residential units which will be
constructed to condominium standards but may be rented as
apartments instead of the 130 for sale only condominium units,
as approved. Even at the greater intensity assumed by KMA, KMA
concludes that the land acquisition costs are approximately
$270,000 higher than would be justified by the project
economics and recommends a tax increment rebate for the first
three years of the project with a present of approximately
$215,000; however, KMA also recommends the termination of any
tax increment refute in the event that the condominium units
are to be sold which, of course, is now the case. In addition,
in the event of sale, KKA recommends that the Agency
participate in all sale revenues in excess of a 12% developer's
profit.
Based on the above the Developer has proposed the
following:
1. City to provide water system to the site
2. Agency to provide an amount not to exceed
$500,000 for business relocation costs as well as
oil and gas acquisition and relocation
3. Agency to convey the city parcel at the purchase
price of $1.00. The Developer also requested
that in the event the commercial portion of the
project is delayed because of acquisition efforts
the Developer would be allowed to proceed with
the residential portion of the project
4. No tax increment'or sales tax rebate
5. Agency to assume obligation to make up parking
short fall
4/26/88
9534k/2460/04 -2-
6. The Agency would pay all fees associated with the
development of the property to the City to be
repaid, with interest, by the Developer upon the
issuance of Certificates of occupancy. In
addition, the Agency mould support the
Developer's request for the deferral of fees to
other public agencies but the Agency would not be
responsible in the event that any of the agencies
refused to defer.
Because the project economics lead to the conclusion
that the expected developer profit is substantially below
market, even with the suggested Agency involvement, staff
recommends the developer proposal. With respect to the request
to phase development in the event that the commercial
development is delayed because of land acquisition efforts,
.staff would recomnend, subject to further analysis of the
equitable value of the commercial property, that phasing be
permitted, provided that Developer pledges its interest in the
entertainment/retail property securing for us future
performance on the commercial property. In this regard, if the
Developer constructs the residential project but fails to
construct the entertainment/retail, even if the cause is the
Agency's failure to acquire, the Agency would then own the
commercial property.
•
4/26/88
9534k/2460/04 -3-
W"
Q
ATTACHMENT NO. a
ECONOMIC ANALYSIS
APFI 13 '88 11:33 KEYSER iiPRST�M, L.A.
.l r
Keys' MarstonAs
R:�:hard L. Botti 5.50 South Hill StreeI.suite 990
Calvin E. Hollis.11 D Los Angcles.Ca+lifomiar�JW13
21'622-FC9�
S " DICOO O :t
fkinx A. Sc �- (�
SAN FRANCISCLW. 3�1-3030
Timothy C. Kelly
A. Jerry Keyser
Kate E•arla Funk
R; Inert I %yetmore
Michael Conlon
Denise E. Conley
April 13, 1988
Mr. Douglas La Belle
Deputy City Administrator
City of Huntington Beach
2000 Main Street
Huntington Beach, California 92648
Dear Doug:
P.2
In accordance with your request, Keyser Marston Associates, Inc.
(hv.A) has reviewed the pro forma submitted for both the residential
and commercial components of the proposed Prase I development on
the inland side of Pacific Coast Eligrway. As you know, over time
the proposed commercial development has been changed from a 300
room first class hotel, to a 160 room, all suites hotel, to the cur-
rently proposed entertainment/retail complex. Additionally, it is
currently uncertain whether the residential units will be sold as
condominiums upon completion, or if they will be rented as apart-
ments until the market conditions in the area improve. The purpose
of this review was to determine whether the economig terms incor-
porated into the DDA are still appropriate given the charges to the
proposed scope of development.
ENTERTAINMENT/RETAIL COMPLEX
our review of the development economics is based on the following
assumptions:
1. The developer's acquisition costs are $5.2 million for
the 74,813 square foot sate. This equates to $69.51 per
square foot, including the City owned property which is
being transferred for $1.
2. The proposed scope of development consists of the follow-
ing product mix:
43,920
square feet -
retail
19,080
square feet -
office
27,000
square feet -
6-plex theatre
297
subterranean
parking spaces
__ __�� _ Re�1 Es;�t� P L�c�•tlal!ntc�t� �ralvati��t Se'ti•iyy.s
r n i... c•� 1 1 • 3H RL 1 r.GR 1"N-IR,7 1 Ni ii L . Yi .
�1
P.3
Mr. Dougla
April 13,E
Page 2
3.
4.
The
The
the
with
the
the
how
e
project must provide a total of 975 parking spaces.
678 spaces not provided on -site will be provided in
adjacent city owned parking garage. In accordance
the established public parking policy, one-third of
City costs ($31500 per space) have been allocated to
project as a development cost, However, the issue of
the! developer and the Agency will allocate these
costs is still, under negotiation. For the purposes of
this analysis, it was assumed that the Agency would incur
the $3,500 per space cost.
The project must be developed at an above average quality
level to adhere to the design standards imposed for the
downtown area.
Even when it is assumed that the City contributes the city owned
parcel for $1, the land value allocated over the entire site totals
nearly $70 per square foot of land area, which is far in excess of
the values typically found for this type of entertainment/retail
facility. To determine the wa.ranted land value for this project,
Tables 1 through 3 in Appendix A present the full cost/income
analysis assuming the proposed scope of development. This analysis
was used to ascertain whether the currently agreed upon public as-
sistance package is still appropriate.
As can be seen in this analysis, the development costs including
land acquisition costs 'exceed the warranted investment by ap-
proximately $1.68 million. When the present value of the tax
increment rebate at $290,000 is considered, the excess costs total
$1.39 million. Thus, implicitly the developer is undertaking this
project in return for a $750,000 or 4.2% developer's profit versus
the $2.1 million or 12% considered reasonable for a project such as
the proposed. Therefore, it is our conclusion that given the cur-
rent scope of development, the agreed upon subsidy, including the
contribution of city land, the provision of 678 off -site parking
spaces, and the tax increment rebate .is justified on the basis of
the project economics. It is unlikely however, that this level of
assistance would be considered sufficient to attract a new
developer to this project. In this case, the original developer
as completed substantial private: land acquisition, and at this
ooint his investment is too great to withdraw from the project
without incurring significant financial losses. Thus, It appears
:hat he has chosen to complete the proposed project and recoup his
initial investment plus any available profit.
Hrr; 10 GC- 11 :.sb KL 1 btl :'
P. 4
Mr. Doug,
April 13, V
Page 3
RESIDENTIAL DEVELOPMENT
The scope of development for the residential.component has remained
relatively consistent throughout the negotiations period. The fol-
lowing assumptions were used in updating the economic analysis to
reflect current conditions:
1. The developer's land acquisition costs total $4.86 mil-
lion for the 98,000 square foot site. This equates to
$30,375 per unit constructed or nearly $50 per square
foot of lard area.
2. The project will include 160 units in 4-story structures,
which represents a density of 71 units per acre.
3. The average unit size totals 825 square feet.
4. The project will comply with the downtown design stan-
dards, insuring an above average quality project.
The economic analysis is complicated by the fact that the protect
was originally conceived as "for sale" condominium units. However,
given the current environmental conditions in the downtown, it ap-
pears that it could be more advantageous to rent the units as
apartments until such time as planed redevelopment activity has
materially altered the surrounding conditions.
K11A analyzed the project economics assuming the 160 units were con-
structed at condominium quality standards, but were rented at an
average rent of $1.35 per square foot. This rent fevel reflects
the premium value attached to units with ocean views, but also con-
siders the fact that renters are not currently placing a premium on
beach locations that do not provide white water ocean views. The
full economic analysis is presented in Appendix B. As can be seen
in this analysis, the land acquisition costs are approximately
$270,000 higher than would appear to be justified by the project
economics. Thus, the provision of a tax increment rebate for the
first three years of project operation, with a present value of ap-
proximately $215,000, is justified given the current scope of
development. However, this conclusion is subject to change if:
I. The project generates rents in excess of $1.35 per square
foot per month.
2. The units are converted to "for sale" condominiums.
ate,-, La__
Mr . Dou%4\\
lle
April 13,
Page 4
To mitigate the risk of providing the developer with excessive
profit, KMA recommends that the following provisions be incor-
porated into the DDA.
1. All tax increment rebates should be terminated upon con-
version to condominium units.
2. The Agency should be entitled to a participation share in
all sales revenues in excess of a 12% developer's profit.
3. All tax increment rebates should be terminated when the
rental rates, as adjusted to reflect 95% occupancy,
exceed $1.40 per square foot per month.
We look forward to discussing these findings at your earliest con-
venience.
Yours very truly,
KEYSER iARSTON ASSOCIATES, INC.
Richard L. Botti
Kathleen H. Head
RLB:KHH:gbd
88148.HTB
1-4066.0002
KcvscrMant on.AssocL4I �c.
!zi ' tom. Z 1: J l KEY5ER hwKS i OPT► L.A. P. b
W"
APPENDIX A
V
T4?lE 1��
E3IISATc9 DEVELOP '
FORTINGTOM PI
W.411INGTO111 F ... ;CIA
100
74,S1,3
SF P
MECT COSTS
DE0'-)LIT1011
A=_LOUANCE
1FF-SITES
ALLOVANCE
L!I•SITES
74,813
S'.16TERNA.NEAM HUM COSTS
FIRST LEVEL
54,700
SF f
SECUD LEVEL
113,300
SF I
SELL COSTS
GROUND FLOOF, RETAIL
26,400
SF O
210 FLOOR RETAIL
I7,520
SF I!
TI,EATERS
27,000
SF $
V AD FLOOR OFFICES
1l,Oaa
SF
MIANT IMPROVERENTS
RETAIL
36,60C
Sr 0
OFFICES
15,900
SF P
THRACES
16,500
SF #
I-0 AL DIRECT 0ST;
INDIRECT COSTS
Ch,E,NS, PMql TS & FEES
8. COS
DIRECT
COSTS
TNT D`J.TING CONSTRUCTION/LEAS£-U?
LAH3
WILDING
PARK14G
PV NEGATIVE CF DURIN LEASE -UP
FThA;CI,lIS FEES/CLOSING COSTS
0.025
POINTS
LISAL/ACCOUNTING
1.90.
DIRECT
COSTS
LEAS11,"G/F..ARKETING
25.001
611
Tpc6S/INSIPANCE •
1.50:
DIRECT
C0713
HVE_@F!'. K 11ANACEN.NT
2.0C:
DIRECT
COSTS
Ct:.11010ENCY
3.001
DIRECT
Cosis
1.1IDIRECIT COSTS
T: W 0cVEL1F'.01T COSTS
t6?.sl /SF rs,2ca,0aa
to
0
$3.00 /SF $224,000
124.00
/SF
1,313,000
$26.00
/SF
11141,100
$45.00
JSF
1088,000
:45.00
/SF
783,000
$60.00
/SF
1,620,000
$15.00
/SF
85?1000
t10.00
JSF
366,C00
120.0.1
/SF
318,C00
112.00
/SF
138,C00
13,015,000
$6411Dati
520,000
343,000
303,000
558,000
431,000
80,000
441,000
120,000
160,000
240,COO
$5,$37,C00
S17,052,00
OR SAY
I17,050,000
APR 13 WE 11 c 33 KEYSER Ifw:RSTON, L.A.
P.8
TAHE 2
ESTIMATED NET
A�NTFNGTiiN T'1
ILATINGTON BE
RENTAL INforc,
M1;IN,G
297
SPACES 1
$550.00
/SpAcr
$163,400
GROM F00 RETAIL
22,000
Sr a
$30.00
/SF
660,C00
:'ND FLOOR RETAIL
I4,600
SF 0
121.00
/SF
306,600
THEATERS
27,000
SF 1
318.00
/SF
436,000
SIRa FLOH OFFICE
15,900
SF f
$13.00
/SF
206,700
TOTAL
79,500
---------
GlOSS I1;COK--
$1,822,700
(LESS) VACANCY a COLLECTION
5.00:
SHOP a OFFICE
I con
53,700
CROSS EFFECTIVE INCME +
t1,764,010
11PERAIINNa EXPENSES
MANAGEMENT
6.00:
GEl EXCLODM
PARKING
$94,610
PAP.KM
297
SPACES
1150
/S"-PACE
44,600
RESERVES
79,500
SF Q
to.15
JSF
11,907
CAN,
2,625
SF 0
$3.00
/5F
7,90C
TOTAL EXPENS_S
$159,000
HET OPERATING I,MME
t1,E051000
OR SAY
51,605,COG
F.�
TIRE 3 ESIUAt L�lv
PINTINGIO + 'f� A IFOEND',
----------------------------------- 70 ELUITY-----------------------------------
'iALUE UPON COPLETIOe~ 517,833,G00
=':!sIEWLE LOA.4 75.00. VALUE 113,375,003
� i iA,G�'.E EmPE DEBT SERYKE 11,605,000
r.=-sT SE?VICE 10.53% CONSTANT 11408,000
I•Ef II(NiKE AFFEF REST SERI.E S197,000
RR -RANTED 311VESIP01T
4EEI 4 $13,375,000
EG71IT 9.00: RET'i?.J 7,1P:�,QRO
T+ TAL VAP.RAHT£D INVESTMENT SIS,Sb4,C00
:STIIIATED LANs VALUE
'�;rr?AIITE^ IYYESTI:EIIT 515,564,000
(LESS) CEVILOFlENT CASTS I1,OSQ,00Q
:IAHISED SUBSIQ1 INCLUDIDG CARRYIN3 C[,ST ($1.496,000)
T_l''JiCit SUESIRY (51,320,809)
OR SAY
41,320,000)
-----------------------------------VALilE U?CII CO;IPLETIOIi-----------------------------------
KET I11CRE, BEFORE DEBT SERVICE
CAFITALIZED VALUE
;LESS} C£VELQ?;1E;;T COSTS
(LESS) COST OF SALE
(LESS) DEVELOFN_PIT PROFIT
SUSSIDY INCLUDIY; CAR.tfIN6 COST
;:RU aED SUESID1,
$1,605,000
9.00% 17,833,000
17,050,000
3.001 VALUE 535,003
12.001 VARY: ?,14Q,070
(11,892,000)
(t XM,77E)
OR SAY
(11,6c0,C00)
r . au
APPENDIX B
V
M
r.IL
TAM L
ESTI;'.ATED DE
160 APARTNEN
ALL ;-SiiFY
MT1,1172TON 8
LAln-
D!AECT COSTS
i?1LJ;F; SNELZ
tAttr,SCA?TI;G
C:M-NSSE/RECREATION
ti vi1m-ST
51Tc ODAI
SHICIC1 0 PARKING
SUSJERRAHEAll PARKING
TOTAL O,SECT COSTS
INDIUCT CJSIS
AND E;,%VnERI;IG
CITY PEFY.1TS MID FEES
T=iFS 6 14S1;FA?ICE
LEGAL 3 C1.0SING
PTEREST DJR11;G COH T UCTIM
LAUD
:.UM1 "jSTRLICTlJREO PARKING
:L3TERSx;;_ktl PAEKIIIG
FV !fES,iTI1E CASH FLOXS
Fi`UCI;�S FEES
&FU T MILEASING
CEiEL�)?CUT MINAGEPEHT
C0.471141e CY
MAL l,k1,11RECT COSTS
!.CE'
JAL ,_LOPNENT COSTS
T:r.:E NZE - IPIE;1
93,003 SF C $49.59 /Sr JA,eo ,000
132,040
SF 0
145.00
/SF
15,942,000
ALLOWANCE
2001000
ALL40ANCE
2001000
A_I MA<
50,0co
98,000
5► a
12.CO
/SF
196,000
59,300
SF A
li5.00
/SF
8.)1.0 n
47,300
5F 1
125.00
/SF
3,183,000
13,661,0;0
4.00:
DIRECT
COSTS
t3116,000
$6,000
/UNIT
960,000
1.50:
D',n CT
COSTS
130,000
1.50r
rIECT
COSTS
130,000
500,000
351,000
136,000
221,000
0.025
POINTS
271,000
ALLONANCE
I50,000
2.001
DIRECT
COSTS
173,100
5.00AO
DIRECT
COST!
433,000
53,871,000
$17,322,000
OR SAY
$17,320,000
y
O00`z£9'rt
xis aa
Dos, rS9'It
oOr'z9t'
is/
OVES
is
001z£r
OO9'£GO'Zt
OOL'�4
3N0091 SSOHS
TOO'£
00£`85i`ZS
OOZ'6I
lIi1,1 /
00'03
SIM
091
OOZ' 90£
H1110A /
m lit
S1111A
81
0011M
HIM
UO'rt
Slil;R
Q
001'903
Hvlom /
aSFt
S1Ifin
vt
081'19t
Hira %
RZ'r:
SIND
0£
O0 N'S
ri1};01i /
:roil
SIMI)
OZ
1431d! = 309 3'.1
S:SN3dX3 iSS31j
3114�f1i 3.'i193f33 SSA 33
ISM GV9 W 4311MA ;S533j
3WOOKI SSf'A
r0hoillY3 �9 H015�l;1.� 3
I101 ' .'a 'a01S-i: III
I ;s H - iavdr a?r
13:r 03ir�;:'s3
Z 31M
1"A
r.Lz
T:iSLE 3
ESIII'.ATED LAND '7AL�
160 AJASTEENT �� 1
A,L 4-STOP N
11�1i; INN-1011 1FOPNIA
------------------------------------------------RETURN TO EOJITF------ -----------------------------------
NET lF.00';E BEFORE DEBT SERVICE
S111321000
MAILABLE FOR DEBT SERVICE
1.15
COVERAGE
114191000
NET MC-MIC AFTER HEST SERVICE
S21316GO
HAXI"C:4 DEBT
10.011
fi PTSAGE CONSTS-li
$14,063.000
WARRIANIM0 INVESTENT
DEBT
514,053100D
EQUITY
8.001
RETURN
2,663,000
Ti1TA'_ VARR ANTED t47ESTl!ENT
S16,726,000
ESIMAT--D LAYD YALUE
NAR—;A5TFD 111TESt I_NT
116,726,000
(L=55} DEVELOFNs"!IT COSTS
17,320,000
A)?!i!OAL LAND VALUE AND CAR?rI1:E-
GISTS
($594,000)
RESIDUAL LAN) VALUE
(3520,000)
(33,250VU1lIT
------------------------------------------YALUE
UPIN COMPLETIOII-----------------------------------------
NEi i5'Cr!'E BEFORE DEBT SERVICE
$1,632,000
CAPITALIZED VALUE
8.25'
19,782,000
(LESS) tE M OPr_llT COSTS
17,320,000
(LESS) COST OF SALE
3.00!
VALUE
593,000
TLESS) CEVELOPMENT PROFIT
11.001
VALUE
2,176,000
1I:'NIN AL LAND VALUE AND CARFIN'
COSTS
(t3G1,000)
R:SSIVIAL LAND VALE
(S270,000)
41,68,01miT
k"') I%r)
SENT NO,
PROJECT PRO FORMA
APR 15 183 IE:28 KiJSHELL7SACKS GFOUF INC. 1
t
FWnting.cr. Fier Colony
F.G/7
Califo-nia Resins
Chico'
Location
Frsje:t descriYtion
Fining ialczzatiaa
subterraaein.. Parking - level 1
subter le_a pa:king - level 2
Subterrmea., parking - level 3
Land info ation
purcrase date
Lmd size
Cos:
Cos: Per sq It
Project statl's
F:ojected project Cost
P:ajected value - cap at
?roje:te� profit
Project mt / net sq ft
Project cost / gross sl ft
9.CC4
11-w:r-8d FOR Ilia AL USE
1; V F JA- ,VJAIi
Corner main St:eet i Fa.ific Coast Eig ust
Emtington Beach, California.
90,000 gross wit* 79,50 rentable sy ft,
three story tetailfco:zerci3l center over
ND le7els o: swtermea, ;.irking, a 6-;lex
r.vle tteater will he included its the Fr�fect.
NUN s;s_e vilI to ca two level::ith
a?rr�zl:atly :6,600 sl !t v..d there Will ke
a;;roxl:itly 15,900 sg ft of cilict s,ace
on the 3rd floor and zemnlre.
Area
# of cars
51,70)
153
63,900
144
43,900
141
142,500
11l
1984.1988
74,813 Sg Ft
$5,200,090
$ 9.51 J sq It
1.72
Start t! crnstructioa s.te!ultd for strte :.her 1933
$21,070,000
11,622,e"J7
132,443,000)
$265.03
$234.11
APR 15 188 15:29 K'USHELL—SACKS GROUP IrIC.
Eevitlrgton Fier Colmy
is•Ea:-93 FCF INIM-1s:, USE
P.10/i
Califumi3 &!Sort!
Baildiag lifor:at3cn
.....................
8uterran-ma F3:kin2 - level 1
kbterrase:.l p.-king
Gray*.. level - retail
Tp!at!; - 1st i 2nd NO:
Src.d tlo:r - retail
Se:md floor - terrace
Trird floor - office t xe m i'le
Third floor - terrva
ret mitahle area
Circctat icn/cor•wr. area/Qisc
0:css building aria
4,76`0
Area - sg ft
MIding Parting ! of cars
........... ----------------------
$4,700 153
4319,410 14:
zt.cV4a
27,000
11.600
15,900
i,3V0
........... ........... ...........
79,500 93,600 297
1V..0
90,000
Parting inforration
The City u:ll provide additional tna.er Fartin for the.
troject in an tdjacent prking Wiacture.
f of Braces / WOO sq ft reita'ale reta:l(office
.2-
5.46
2.
APR 15 'E0 16:29 KUSHEL.L--SACKS GROUP INC.
F�ntlt-,tpm Pier Colony
13-Far-68 FCR 111MMAL US!
P.1141
callf0mia M s'drts
RS"AIL/M.Y.M nCIAL
Project erxo,:c analysts S ratios
Averse re»t 154 Ft / mt6
Fen oYeratlrl i.^.ca.:e - stellized 1st year
Project value 8 cap :ate 9.00
Froject cost
In tase in value
Total project cos:
Ikv, rt.vest
1Zcity renired
F{uity as a I of total cost
Case flow - Stabilized 1st year
Return of equity - sta3111zed 1st year
Project cost-c3p rate - F.O.1. 1 cost
Profit 1 cast 4
Profit j value t
1
$1,676,000
- 3 -
$1.92
3!3,622100%11
Z:,Cl0,C4C
(SZ,�t3,4C4y
2I,C7C,0�4
14,506,4C0
l5,57C,OC�
31.13t
i13S,CC0
Z.1C�
7.95%
-11.S2k
-13.19
APR 15 188 lb: _0 VUSHELL—SACKS GROUP INC.
' r�,3tbjtoi Pier Colony
2313r-89 MR Ia'TulimL USE
RETAIL/M.W—IMCI?.., - COST li IMI!
Direct cm.structica casts
Site d-vele,*,zent 5 Wdscaring
Lan.4sge, bardsca" k Pl3_a
S=11,terrmewl Fsrtih7 - level I
Subterranean rarrin; - level 2
Subtermean rarkilf - level 3
Build:+; lrrroverelts
Tenant !*rrovelents - retail/office
Tenant 1:vO e.mts - theaters
Tenant i:pr - eo=n area/terrace
Sub -total
Cotractors 41 develoyers tees
General cordttiols
Direct ccastrixtion casts
Indirect casts
k.tltect i er. naers
Fmits I tees
# per net
kea
3/5y Ft
Totals
re,:ta0le S-
74,813
2.50
187,00
Estimate
150,O00
54,700
2S.00
1,358,005
43,900
30.00
1,317,00
43,900
4v.00
1,756,00
90,00C
45.CO
4,050,000
5215C0
15.0v"
788,O00
27,0.0
33.00
- 810,000
16,500
12.0
193,000
............
—�
10,624,00
$133.64
6.00%
637,CO3
3.00t
319,00
11,530,BC0
.......-----
t143.66
t of Direct
4.5Ct 473,000
Estimate 130,C00
Pro,erty taxes i15,624,000 1.00 1751
115U4,ance i title 1.254
Legal i vmptinj Esti :'te
w=rketirg t lewsilg Estimate
RISC. taus,^:llts,sL;;,1les Estirate
M-total:Indire:t corstruction costs
Total:Direct i l:idlrect costs
$17.21
i12,954,000 $162.94
P.12/7
California R_scrts
CC0
- 133,Oi0
75,000
35C,070
50,000
1,374,010
RFR 15 'eS 16:31 KUSHELL—SACKS GROUP INC. 1 P.13/7 — �-
` I
Euntintnn Fier Colm7 Califcra:a ke5srts
18-„a:•83 FAR 1?tl:7c.�a?,115�
....ctrstructlon costs continued.—
s per net
rhalciaq costs
----------------
70141,31
ren.at'le Si
ht,_ts: m la.^.d carry s5,2v0,000
9 rolths
..._ ...........---...
390,C09
Cc..^.atrv.tiaa lom ilterest
15 rmths
1.C33,000
( $11.5010,000 10.001 60.0011
Constr,Ctlon I take-mUt 1:n tes
SII,500,000
3.001 435,01VI0
Sub- totaL:F Nu"..-icg casts
..........................
1,913,000
$24.06
Total direct, Wirect i tir=n in0
............ ......................
............
13,85],C00
$187.0I
LVI
S,iC7,CGu
W AI
CI. -In Casts
............
Fre-developnen'. costs
100,0CA
Start-up costs b
ccnths Int"e:est !
501 372,00A
Ccrtln,A -ey - 5%
531 G;0
1,CO3,C00
#12.62
Total Drofe:t cost
#?I,070,OOC
$265.03
.5-
5,
A=R 15 '88 16.*31 KUSHR.L- ---'KS GROUP INC. _
R:.Itingtoa Fier Colony
18-Yar-83 FCR 1XIMML 055
P.14/7
CaIlbraia Res.,rts
F2?AIr/CC'!'!1: ClAb
I xDne t ex;ense fro-f;,rra
Fro je=el
H1,11= sales /s; ft
S 161 ft
Rent 11cV...
5, ft
rent
yer year
4 rent
j mth+
total
.............-----------
Ground level - retail
------........--------
12,000
i?.50
N/A
-----............-----
VA
$2.510
...........
10,000
heaters
27,000
$1.50
N/A
R/R
11.50
435,000
2rd floor - retail
11,S0C
$1,75
Y/A
R/A
$1.75
307,030
ihlyd floor - oftite
B A N
$1.50
N;1
N/A
S1.50
286,000
...........
79,500
-----------
s:.82
...........
1,739,000
Va.mcy on retail excl4dIn
treaters
5.001
{48,00y)
`
1,691,C00
Parka.; Inco-ze
297 cars
I
i5Q0
j car / yr
143,000
1,340,000
Expenses
Retail i theaters 6.001 1x11 Rases are
0!Nces 35.00 per 64 ft / a<1,",7'.�
Net Inco-me
Mt servics on loan $14,500,000
Ret ml floc
Rmrl o:i equity 55,570,CG0
10.CCI
.6-
30 years
83,GC9
60.000 164,01VIG
1,676,CC;
1,533,COG
13f,GC0
2.1Gt
APF 15 'ES 16:32 KUSHELL—caCKS GROUP INC.
` A
UNTING CN PIER CCLOY
�1
CALIFORNIA EMU
P.15i7! Y
For internal use only
130 U911 CGir,X.RiHIulf. PROJECT
Location:
Project CescrlptiI
Cross building area
k'et rentarle area
Average writ size
scildiag vescri;ti=
kenitles:
Part!n2 Information:
Subtemiean perking - level
kbterrale'Z parking - level
Lan: Informatio
Worth vest corner of Ficific Coast Ei;hw3y S 2:d Street,
Funtingtoa ?each, California
130 knit residential protect
I40,CC0 $2 ft
132,000 sg it
1,015 11 tt
FA.ur stories over tvo levels of =,',terrar.ean Farki:,g.
Pool, }av,�zzi, security, 9p, clubthvis., four elevators.
Si It 0 of Cars
1 51,0}C 145
2 51,000 147
1021010 293
Cost ;5,600,00
Parcel size 2.16 acres 94,30 51 Ft
and cos. J S1 Ft $11.70
Residential cost / u.^it $ H199
Project S.atus: Start of eonstru:tioa s:reduled for SeYte:er IM.
Projected Ccndawiai= Sales 'Ialue: s?o,,83%tt0
Projected Cost: $20,03,Ct0
Projected Profit: s327,00
Projected Cost J Unit: 3154,000
Projected Cyst J Aet SY Ft: $152
The assu ,tio:ts included is this pro forra ere suhJsct to cMflrratios
V.11 as uch Cali:oraia Resorts cz.L^ot sssu=e liability fcr thew.
-1-
AP—W 15 'ES 15:33 KUSHELL ?CKS G%Olr INC.
�:I.I:1�:09 PIES CCLE:IY
Fcr internal use oily
Y VIII& ..,"b? MINI $
133 VIT CC;mC1 NIUM PicC:EST
Unit Tabulattol
Total
Unit Six i Rrea 1 of
1IRS t of
Utal
S! F.
Sq R
............... ...........
1 lied lost
...........
47
...........
31..151
800
...........
37,600
1 be; flat
13
13.85t
800
1111,40D
I bed ind loft
5
Lost
95D
4,750
2 ted flats
18
13.851
1,250
22,500
2 te: tom bcuse
41
H .50
1,250
51,250
3 bed flat
1
0.774
1,410
1,400
130
1,015
131,900
Exterior private balconies
11,200
lr nIor circulatim. balmnles
12.500
Rec. tui 117
MOD
Hiscellaaeors
5,003
Gross tultdin Area
1391970
P.15r'
FFR 1� '63'16:33 KUSHEL--rqCKS GROUP INC.
KNI iMM RUA CUP.
For Internal use only
CMCMIHINJ:f SAES ROJECiIN
P.1-1 /
CA1FCf�1� RES�XiS
Price
Total
Gross
i o! units
Viit sm
Per EZ Ft
...........
Sales Price
Sales Price
I bed
lo!t
....................
47
8�0
4;65
.............
132,000
........
6,204.,O30
1 bed
flat
18
S00
4165
132,00
2,376,000
1 bed
a:.d loft
5
950
ilf3
157,00
755.000
2 bed
flats
11
1,2:o
W S
206,000
3.708,000
2 bed
tC."1 1Ouse
41
I,250
$165
236,000
8,445,CCC
3 bed
flat
1
1.eC0
$165
231,000
231,C00
Cross
sales Price
130
1165
21,1i0,000
Less cost of sales, Includes ir:dels 4.04W2 870,000
20,630,000
Less Project Cost 20,053,C00
Projected Profit 4127,003
...........
3
FPP 15 '83 1e134 KUSHELL,- "rKS GROUP INC.
FYT135T.^1 FIM CUM &:sOiSS
F3: internal use oily
130 UNIT COXMIHIUM PR E..f
Rentable
Brea ;/:q Ft I'tals
Direct Construction Costs: ......... .......
Baildiag cost 132,000 $H .97 $7,109,0400
Indirect Costs
bre::itect, taxes, insurance, tees, etc, 1,631,000
Finarcirg Costs 1,930,010
Contla3m-y i Start Up 1,533,090
;10?.93 19,253,G00
Lwnd 5,s00,000
$15:32 529,053,GG0
F;oject ?imn.cing
Equity re;ulred s5,053,00
Lcan v-mm.t 14,000,000
1c01 Cost s29,053,On
P.18-17
PP; 15 '68 16:35 KUSHELL-`"-CKS GROUP INC.
0#4.W
3:'lI4IhCTCX FI7 CC'.CIY M,17104:A RZSCRTS
par Internal use only
13) UN17 CCHCC:±IHIW - Cost Lnlylis
..................................
al
Direct Ce:Istructi'm Costs
]from 3lS1
Ft
#atals
&°„agile Si
51te develoycent i de-alitton
94,000
2.50
235,00
Sutterwen parking - level 2
51,CC0
25.00
1,275,0:0
Swte.rneaa Fa:ki12 - level 1
51,0G0
I)&
1,020,050
Ca!t costs i Z1sc.
136,900
33.00
5.Z02,000
Rn. buildl:;
3,CC0
41.0
120400
la^.�scape,tsr�sca e,Fool,etc.
astinte
3C0,000
Security i cc-.*:.^.lcatiols system
Estlrate
53,0CC
Furniture, eT.irmnt I models
Estimate
1S0,000
Sub -Total
9,352,000
$ 0.27
Cevclorer b ccntran or fees
6.001
531,000
Ger-ral ecndltions
3.001
251,000
Dire:t Construct!.; Coss
............
9110410N
SS3.97
hUrect Costs
..............
1 of Direct
..............
hchitect i enginem
5.0Ct
4I8,001
Permits i fees $6,000
1 Unit
780,000
ProFerty taxes S3,332,Cc0
1.13r
104.000
hsumce
1.15%
IC;,CCC
Legal i ae:0untiaq
Esti.ste
75,000
liarxetin0 i promotion
Estimate
100,000
EIS:. brueph'.1,supplies
Estivate
:0,000
kb -tots!: Indirect C.Irstruct!*n Costs
......................................
1.631,CC0
$12.36
Total: C1re_t i Isdlrect Casts
............
19,735,000
$61.33
cozstraction ousts eontireed......
--- ----.
.
P.19/7
ADD 1!z '62 KLGHELL-10� ,S a-ROLF INC.
• ��
1:�^.tiiIFC'Car P1E COLOIR
For 1nterml use cr.11
r ,
130 BIT CCIPM1H1-6-H - Cut )LIZ17sis
--------•..........................
F3iaacl::g Costs
Interest oa la*� cab 9 =trs
Constructic•I loll Merest
S14,D%; v 10.504 d0,00t 15 rmths
Cozstunioa & tale -out ]"I tee S14,000,04
SLb-Total: Finnirl Costs
T;,tal Cirnt, Indirect « Financh;
..................................
LvI Cost
Other !osts
p costs 9 ao,trs Interest
CI.Ltag:,^,Cp 5. C01
Total Project Cast
�4
CILIMNIA RESCRIS
Total Relta:le SF
457,003
1,103,000
3.00t 423,00
1,983,010
------------
$15.C9
12,715,000
M .33
S,BCC,CC3
............
543.9i
1,O�I,O��
537,000
1,5H ,000 $11.65
S:0,C53,CO3 $151.92
P.2O 7
ATTACHMENT NO 6
REDEVELOPMENT AGENCY RESOLUTION iSy
CITY COUNCIL RESOLUTION 4 �895'
Lm
ATTACE ME�1_ _TRIO._$
SECOND AMENDED D.D.A.
CSe2 �osf �ar�or �/�'�
PLANNING COMMISSION STAFF REPORT
i 1
V
huntington beach department of community development
S-Af f
EpoR
TO: Planning Commission
FROM: Community Development
DATE: April 5, 1988
SUBJECT: CONDITIONAL USE PERMIT NO.
PERMITS/COASTAL DEVELOPMENT
TRACT 13478 (CONTINUED FROM
COt5lISSION MEETING)
APPLICANT: California Resorts/
City of Huntington Beach
Redevelopment Agency
REQUEST To develop a mixed use
project with a 90,000 sq.
ft. entertainment complex,
including retail,
office and a 6-plex movie
theater in addition to
a 160 unit condominium
project.
LOCtXTI-ON: The area approximately
bounded by PCH, Main
Street, Walnut Avenue,
and Second Street.
Approve Conditional Use Permit No. 8
Coastal Development Permit No. 88-3
mixed -use project with entertainment
office and a six -plea movie theater
condominium units with findings and
2.0 GENERAL INFORMATION:
88-7 WITH SPECIAL
PERMIT NO. 88-3/TENTATIVE
THE MARCH 1, 1988 PLANNING
ATE ED:
February 19, 1988
MANDATORY PROCESSING DATE:
April 19, 1988
ZONE: DTSP-3 (Downtown
Specific Plan -District 3)
GENERAL PLAN: Visitor
Serving Commercial
EXISTING USE: Primarily
vacant with some struc-
tures and oil facilities.
AC_REAQE: 5 acres gross
(235,962 sq.ft.)
4.1 acres net
(170,912 sq.ft.)
8-7 with special permits,
and Tentative Tract 13478 for a
center which includes retail,
in addition to 160 residential
conditions of approval.
Conditional Use Permit No. 88-7, in conjunction with Tentative Tract
Map 13478 and Coastal Development Permit No. 88-3, is a joint
request by California Resorts and the Redevelopment Agency of
Huntington Beach to develop a mixed use project within the Downtown
1. VQU
C"I
A•FM•23C
�J
Specific Plan in an area approximately bounded by Pacific Coast.
Highway, Main Street, Walnut Avenue and Second Street. The request
consists of an entertainment center with retail, commercial and a
six -plea movie theater in addition to a 4-story, 160 unit
condominium project. There are three special permit requests
related to setbacks, vehicle accessway widths, and private patio
areas.
The original request included two alternatives. Alternative A was
an 8-story hotel complex with 160 hotel suites, 20,000 sq. ft. of
retail space (including a restaurant) and 3,000 sq. £t..of office
space in conjunction with the 160 unit condominium project.
Alternative B was the entertainment center option in conjunction
with the 160 unit condominium project. The City Council gave
direction on March 21, 1988 to pursue Alternative B, (the
entertainment center option) as outlined in the attached memo dated
March 25, 1988 and City Council action agenda.
(For orientation purposes, Main Street is assumed north -south and
Pacific Coast Highway is assumed east -west.)
$t�biect Rrooerty.:
GENERAL PLAN DESIGNATION:
ZONE:
LAND USE:
North of Subject PrgpQrty:
GENERAL PLAN DESIGNATION:
ZONE:
LAND USE:
East of r _erty:
GENERAL PLAN DESIGNATION:
ZONE:
LAND USE: .
GENERAL PLAN DESIGNATION:
ZONE:
LAND USE:
Visitor Serving Commercial
DTSP-3 (Downtown Specific Plan -
District 3)
Vacant with residential, office and
commercial and oil facilities
Mixed Use-Office/Residential
DTSP-5,4 (Downtown Specific
Plan -Districts 5 and 4)
Commercial, office and residential
uses, surface parking lot and oil
facilities
Visitor Serving Commercial
DTSP-3 (Downtown Specific Plan -
District 3)
Commercial and residential uses with
oil facilities
Open Space Recreation
DTSP-10 (Downtown Specific Plan -
District 10)
Restaurant/beach
Staff Report - 4/5/88 -2- (0314d)
P.m
GENERAL PLAN DESIGNATION:
ZONE:
LAND USE:
A. 0 PJVIRONMENTAL STATUS:
Visitor Serving Commercial
DTSP-3 (Downtown Specific Plan -
District 3)
Commercial with second story residential
The City Council, in July of 1983, certified Environmental Impact
Report No. 82-2 which addresses the type and intensity of
development which could be proposed within the development standards
of the Downtown Specific Plan. The proposed project, located in
District 3 of the Downtown Specific Plan, is less intense than the
maximum built out analyzed in Environmental Impact Report 82-2, thus
is adequately covered under the guidelines of the California
Environmental Quality Act. Attached to this report is a memo,
including a matrix comparing the proposed project alternatives with
the hypothetical development which was analyzed in Environmental
Impact Report 82-2. It indicates that no further environmental
analysis is required.
5.0 COASTAL STATUS:
The proposed mixed use project is subject to the approval of a
Coastal Development Permit because it is located within coastal zone
boundaries. Prior to any action on Conditional Use Permit No. 88-7
and Tentative Tract 13478 it is necessary for the Planning
Commission to review and act on Coastal Development Permit No. 88--3.
The Downtown Specific Plan, which sets forth development standards
for the Downtown area, is intended to implement the land use
designations in the Coastal Element of the Huntington Beach General
Plan. Certified by the California Coastal Commission in March of
1985, the Specific Flan along with the Coastal Zone (CZ) suffix is
the implementing phase of the Local Coastal Program (LCP) and
Coastal Element.
Coastal Development Permit No. 88-3 may be approved or conditionally
approved only after it has been found to be in conformance with the
Coastal Element of the General Plan by making the following findings:
(a) IL . That the development project proposed by the CDP
application conforms with the plans, policies, requirements and
standards of the Coastal Element.
(b) Zon_ing Regulations. That the CDP application
with the CZ suffix, the base zoning district
as well as other.provisions of the Huntington
Code applicable to the property;
is consistent
or specific plan
Beach ordinance
Staff Report - 4/5/88 -3- (0314d)
(c) ldgauate Service§_. That at the
development can be provided with
that is consistent with C-LUP;
time of occupancy the proposed
infrastructure in a manner
(d) California Coastal Act. That the development conforms with the
public access and public recreation policies of Chapter 3 of
the California Coastal Act.
b_,D REDEVELOPMENT STATUS:
The project is located within the boundaries of the Downtown
Redevelopment Area.
7 Q_SPECIFIC PLAN:
The Downtown Specific Plan describes the land uses intended for
District 3 as the "hub of the downtown core, containing higher
intensity, visitor -serving uses such as hotels, restaurants and
museums along with specialty shops and beach -related commercial
uses." It also allows for residential uses. Code Amendment No.
88-3 is currently being processed which includes revisions to
District 3 of the Downtown Specific Plan to permit greater
opportunities for residential uses and configurations within that
district. The proposed project conforms with the proposed changes
pursuant to the Code Amendment. A condition is included to assure
that if the project is approved, building permits may not be issued
until Code Amendment No. 88-3 has been approved by the City Council
and in effect.
Following is a revised zoning conformance chart which indicates
special permit requests as well as how the mixed use (entertainment
center and residential) project conforms with the Downtown Specific
Flan development standards and proposed Downtown Specific Plan
changes. The requirements pertain to the mixed use project as a
whole unless otherwise noted.
4.5.01 Permitted Uses
with CUP
PHASE I
HUNTINGTON PIER COLONY
ZONING CONFORMANCE CHART
Required Proposed
Visitor -Serving Mixed Use Project
Commercial with entertainment
complex and resi-
dential (residential
portion of project
conforms with
proposed changes to
DTSP)
Staff Report - 4/5/88 -4- (4314d)
Section
4.5.02
Issue
Parcel Size
Reauired
10,000 sq.ft. min.
Proposed
235,962 gross
100 ft. frontage
sq.ft.
(102,662 sq.ft.
commercial;
133,300 sq.ft.
residential)
170,912 net
sq.ft.
(75,712 sq.ft.
commercial;
95,200 sq.ft.
residential)
4.5.03
Intensity (FAR)
3.5 max. (687,920
1.0 (228,659 sq.ft.)
sq.ft.)
Density
35 units/gross acre
29.6 units per
(residential
(189 units max.
gross acre;
portion)
based on 235,962
160 units
gross sq.ft.)
4.2.02
rain. Floor Area
1 bdrm: 650 sq.ft.
677 to 777 sq.ft.
(residential
portion)
2 bdrm: 900 sq.ft.
970 to 1,067 sq.ft.
4.5.04
Bldg. Height
Max. 12 stories
4 stories
4.5.05
Site Coverage
Max. 60% -
89,699 sq.ft.(52%)
102,547 sq.ft.
4.5.06
Front yard setback
15 ft. min.
10 ft. to colonade*;
(PCH)
20 ft. to commercial
building;
20-50 ft. for
residential
4.5.07
Ext. Yard setback
Build to 5 ft.
10 ft. to facade;
(Main Street)
commercial plaza
area at 5 ft.
(Second Street)
15 ft. min.
15 ft.
(Walnut Avenue)
15 ft. min.
10 ft. to colonade*
15 ft. to building
4.5.o9
Upper Story setback
25 ft. avg.
Exceeds average
(above 2nd. story)
(15 ft. min.)
'Special
Permit Request
Staff Report - 4/5/88 -5- (0314d)
SQction
4.5.10
INSUP.
Public Open Space
Beguired
10% of net site
kr2polad,
26.8%
(commercial portion)
area (7,512 sq.ft.)
(20,351 sq.ft.)
4.2.10(a)
Common Open Space
25% of residential
34.6%
(residential
floor area
(47,341 sq.ft.)
portion)
(34,171 sq.ft.)
4.2.10(b)
Private Open Space:
1 bdrm: 200 sq.ft.
80 sq.ft.*
Ground Units
(min. dim. 10 ft.)
(rein. dim.
8 ft.)
(residential
portion)
2 bdrm: 250 sq.ft.
80 sq.ft.*
(min. dim. 10 ft.)
(min. dim.
8 ft.)
Above Ground Units
1 bdrm: 60 sq.ft.
100 sq.ft.
(residential
(min. dim. 6 ft.)
(min. dim.
6 ft.)
portion)
2 bdrR.: 120 sq.ft.
120 sq.ft.
(min. dim. 6 ft.)
(min. dim.
6 ft.)
1 bdrm loft: 60 sq.
60 sq.ft.
ft. (min. dim. 6 ft.)
(min, dim.
6 ft.)
4.2.12
Parking:
Entertainment Center:
Theaters
(1600 seats) 533.3 spaces
Office:15,925 sq.ft. 53.0 spaces
Retail:26,575 sq.ft. 132.9 spaces
Restaurant:10,000
sq.ft. _100& Npaces
819.2 spaces
(820 spaces)
Residential
(condos)
*Special Permit Request
1-1/2 space/1 bdrm.
unit (112 units x
1.5) - 168
2 spaces/2 bdrm. unit
(48 units x 2) = 96
1/2 guest space/unit
(160 units x .5) = 80
Total: 344
820 spaces
(297 spaces on -site
and 523 spaces to
be provided in a
parking structure
off -site)
345
Staff Report - 4/5/88 -6- (0314d)
4.2.15
Main Vehicular
Accessway
Alley
4.2.20 Refuse Collection
Area
(residential)
*Special Permit Request
8.0 SUBDIVISION MII E:
Min. 28 ft. in 27 ft.*
width
Min. 30 ft. in 27 ft.*
width
Must be within Provided
200 ft. of each unit
On February 18, 1988, the Subdivision Committee reviewed and
discussed Tentative Tract Map No. 13478 and the proposed development
options. Representatives from the Fire Department, Public Works
Department, Community Development Department and the Planning
Commission were present. The following issues were included in the
discussion:
a.- Access to the project from Pacific Coast Highway and location of
the valet service.
b. Parking structure design.
C. Street and alley dedications and improvements.
The Committee acted to recommend approval of Tentative Tract No. 13478
to the Planning Commission subject to the requirements that access
from Pacific Coast Highway be restricted during certain hours so as
not to impede traffic on Pacific Coast Highway and the parking
structure design be in conformance with the proposed code amendment
for parking structures.
The Design Review Board met and reviewed the project on February 11,
1988 for conformance with the Downtown Design Guidelines. They
approved of the architectural treatment and colors as shown on the
plans and unanimously voted to recommend approval of the project.
JQ^0ISSUESANQ ANALXSIS:
Conditional Use Permit No. 88-7, in conjunction with Coastal
Development Permit No, 88-3 and Tentative Tract 13478, is a request to
develop a mixed use project which includes a 90,000 square foot
entertainment center, including commercial and office uses with a
6-plea movie theater and a 160 unit residential condominium project.
Staff Report - 4/5/88 -7- (0314d)
The entertainment center includes six theaters with a total capacity
of 1,600 seats. The theaters are stacked, three on three, and
oriented on the rear half of the site, closest to Walnut. The
entrance is off the atrium located in the center of the building with
access from Pacific Coast Highway and Walnut. The 26,575 square feet
of retail is situated along the ground level and second floor of the
Main Street and Pacific Coast Highway building area. On the third
level and mezzanine is 15,925 square feet of office flanked around the
four-story central atrium. Parking is provided in two subterranean
levels containing 297 spaces with access off Walnut Avenue. This will
accommodate the parking demand for the retail, office and a portion of
the theaters. The balance of parking will be provided in a future
parking structure directly across Walnut Avenue to the north.
On the easterly portion of this 1.75 block development, 160
condominium units are proposed. They are one and two bedroom
townhomes and stacked flats ranging in size from 677 square feet to
1,067 square feet. Parking is provided in two subterranean levels
separate from the commercial parking, with access off Second Street.
All required parking for the condominium units including guest parking
is supplied on -site.
The major issues of the proposal are addressed below and relate to
compatibility with surrounding uses, traffic generation and parking,
and special permit requests.
Cor^patibiIity_with_ Surrounding Uses:
The proposed project is located across Pacific Coast. Highway from the
pier, right in the "hub" of the downtown area. It is a prime location
for visitor -serving uses such as retail, theaters and a limited amount
of office space. The proposed entertainment center will be compatible
with the existing Main Street uses and the mixed commercial and office
to the north across Walnut Avenue. The residential portion of the
project, located on the eastern half of the parcel farthest from Main
Street and the pier, has been designed as a separate use from the
adjacent visitor -serving uses through the use of view, light and air
corridors. Districts 4 and 5 of the Specific Plan, located north of
the proposed project, allow residential uses as part of a
mixed-use/transitional area. The project will be compatible with
future developments in these areas because it is a similar use.
Residential uses are not unique to the Pacific Coast Highway frontage;
there is current varigated residential, construction activity on
Pacific Coast Highway between Third Street and Goldenwest Street.
Tsaf f-i-c -and Parking:
The proposed project, including entertainment center and residential,
will generate approximately 3,164 trips per day. The maximum
allowable buildout analyzed in Environmental Impact Report No. 82-2
certified for the Downtown Specific Plan for the same block area would
Staff Report - 415I88 -8- (4314d)
generate 7,119 trips per day, more than double that generated by the
proposed project. According to Environmental Impact Report No. 82-2
the traffic generated by the proposed project can be handled by the
existing.circulation plan for the downtown area.
The residential portion of the development requires 344 parking spaces
according to Section 4.2.12 of the Downtown Specific Plan (345 spaces
are proposed in a subterranean parking structure). At issue is
whether the structure should have one point of ingress/egress or two
as required in the revised parking structure ordinance pending before
the City Council. Staff recommends that an independent traffic
engineer prepare a report addressing the issue to determine if the
second entrance should be required. If necessary, the applicant will
provide it on Walnut Avenue.
The entertainment center requires 820 parking spaces, based on theater
seat count, office space, retail space and a restaurant. The proposed
plan depicts 297 spaces on --site and 593 spaces off -site. Thirty-six
percent of the required parking will be provided on site. The
remaining spaces will be provided in the proposed City parking
structure to be located to the north of the project on the block
bounded by Walnut Avenue, Main Street, Olive Avenue and Third Street.
Preliminary plans call for a three story structure above ground with
one level subterranean. The first floor fronting on Main Street will
include a minimum of 30,000 square feet of retail space. The
structure will accommodate 700 to 1,000 parking spaces with 150
required for the new retail. It is projected that ground -breaking
will occur early.next year. In order to assure adequate parking for
the entertainment center, the multi -level parking structure must be
approved by the City prior to issuance of building permits for the
entertainment center and completed prior to occupancy. An exhibit is
included with this report showing the location of the structure in
relationship to the proposed project.
Specipl Perm t�:
There are three special permit requests relative to setbacks, private
patio areas and accessway width.
Required building setbacks from Walnut Avenue and Pacific Coast
Highway are a minimum of 15 feet. The residential setback is shown at
20 feet or greater. The building area of the hotel complex is setback
at 20 feet along Pacific Coast Highway and 15 feet along walnut
Avenue, however a roofed colonade projects to within 10 feet of the
property lines. The colonade is one story and open underneath the
roof. Staff recommends approval of a special permit for encroachment
of the colonade into the front and exterior yard setbacks because the
required 15 foot area is available for pedestrians and meets the
intent of the requirement.
Staff Report - 4/5/88 -9- (0314d)
Approximately 10 of the 160 residential units have patios with a
minimum dimension of 8 feet in lieu of 10 feet. All of the ground
floor patios are deficient in the area required of 200 square feet for
1 bedroom units and 150 square feet for 2 bedroom units. The
applicant is proposing patios ranging from 80 to 100 square feet. All
balconies meet the minimum dimension and area required. Staff
supports the special permit request for a 2 foot reduction in minimum
dimension on 10 patio units and a reduction in ground floor patio area
because the project exceeds the common open space requirement of 25
percent of residential floor area by providing 35 percent. The open
space will be better enjoyed as common area than private area since
the project is located in a visitor -serving district.
The Downtown Specific Plan requires an ultimate width of 30 feet for
commercial alleyways and a minimum width of 28 feet for private
accessways. Both the alley parallel to Main Street and the main
accessway into the project are proposed to be 27 feet in width. The
Fire Department and Public works Department have agreed that 27 feet
will be an adequate width to provide ingress/egress to the project.
Staff recommends approval of the 3 foot reduction in alley
right-of-way since a turnaround space is being provided which will
adequately meet the needs of the Fire Department and trash servicing.
The one foot reduction in accessway width will not be detrimental to
the project since it is a fire lane straight through the project to be
used by emergency vehicles only. The access to the subterranean
structure off walnut is sufficient width at 27 feet as required in the
new parking structure ordinance to become effective after City Council
approval.
Overall, staff feels the project meets the intent of the Downtown
Specific Plan with proposed revisions and recommends approval subject
to findings and conditions of approval.
10.0 RECOMMENDATION:
Staff recommends that the Planning Commission approve Conditional Use
Permit No. 88-7 with special permits, Coastal Development Permit No.
88-3 and Tentative Tract 13478 for a mixed -use project with the
following findings and conditions of approval:
• •; •• •a a@* (.01011MR1.1.1 M a 4 •N I low• ::
1. The proposed mixed use project with an entertainment center and
160 condominium units will not have a detrimental effect upon
the general health, welfare, safety and convenience of persons
residing or working in the vicinity and will not be detrimental
to the value of the property and improvements in the vicinity.
2. The proposed mixed use project with entertainment center and
160 condominium units is designed to be compatible with
existing and proposed uses in the vicinity.
Staff Report -- 4/5/88 -10- (0314d)
3. The location, site layout and design of the proposed mixed use
project with entertainment center and 160 unit condominium
project is properly related to the streets, drives and other
structures and uses in the vicinity in a harmonious manner.
4. The architecture and design of the proposed mixed use project
is in conformance with the adopted Design Guidelines for the
Downtown Specific Plan.
5. The general appearance including architectural features of the
proposed mixed use project shall enhance the orderly and
harmonious development of the Downtown Specific Plan.
6. The proposed mixed use project with entertainment center and
160 condominium units is consistent with the goals and policies
of the Huntington Beach General Plan.
FINDIVOS EOR APPRQVAL - SPECIAL PERMITS:
1. The following special permits for deviations to the
requirements of the Downtown Specific Plan promote a better
living environment and provide maximum use of the land in terms
of site layout and design; exceeding the required amount of
common open space.
a. Setbacks of 10 feet in lieu of 15 feet along Pacific Coast
Highway and Walnut for encroachment of a colonade.
b. A reduction in the required area for private patios for the
ground floor residential units from 200 square feet for one
bedroom units and 250 square feet for the two bedroom units
to areas ranging from 60 square feet to 100 square feet and
a reduction in the minimum dimension of 10 feet to 8 feet
for 10 units.
c. A reduction in the required alley width from 30 feet to 27
feet and a reduction in the Train accessway width from the
required 28 feet to 27 feet.
2. The approval of the special permits for encroachment in
setbacks, reduction in private patio areas and minimum
dimensions and accessway widths will not be detrimental to the
general health, welfare, safety and convenience of the
neighborhood in general, nor detrimental or injurious to the
value of property or improvements of the neighborhood.
3. The special permit requests for encroachment in setbacks,
reduction in private patio areas and minimum dimensions and
accessway widths are consistent with the objectives of the
Downtown Specific Plan in achieving a development adapted to
the parcel and compatible with the surrounding environment.
Staff Report - 4/5/88 -11- (0314d)
�J
4. The special permits for encroachment in setbacks, reduction in
private patio areas and minimum dimensions and accessway widths
are consistent with the policies of the Coastal Element of the
City's General Plan and the California Coastal Act.
1. The proposed two lot subdivision for condominium and commercial
purposes of the 170,912 net square foot parcel of land zoned
Downtown Specific Plan -District 3, is proposed to be
constructed having 29.6 units per gross acre and with a FAR of
1.0.
2. The property was previously studied for a greater intensity of
land use at the time the land use designation and Downtown
Specific Plan -District 3 zoning designation were placed on the
subject property.
3. The Huntington Beach General Plan is designed with provisions
for the type of land use proposed, mixed use with entertainment
center and residential, as well as setting forth provisions for
the implementation of the proposed project.
4. The site is relatively flat and physically suitable for the
proposed density and type of development.
5. Tentative Tract 13478 is consistent with the goals and policies
of the Huntington Beach General Plan.
9•• •• •• a� • ::
1. The proposed mixed use project with entertainment center and
160 residential condominium units conforms with the plans,
policies, requirements and standards of the Huntington Beach
Coastal Element.
2. Coastal Development Permit No. 8e-3 is consistent with the CZ
suffix and the Downtown Specific Plan as well as other
provisions of the Huntington Beach Ordinance Code applicable to
the project.
3. The proposed mixed use project with entertainment center and
160 condominium units shall be provided with infrastructure in
a manner that is consistent with the Huntington Beach Coastal
Element and Land Use Plan of the General Plan.
4. The proposed mixed use project with entertainment center and
160 condominium units conforms with the public access and
public recreation policies of Chapter 3 of the California
Coastal Act.
Staff Report - 4/5/88 -12- (0314d)
1. The site plan, floor plan and elevations received and dated
March 25, 1988, shall be the conceptually approved layout with
the modifications described herein:
a. Site coverage shall not exceed 60 percent.
b. The minimum dimension for patios for the ground floor
residential units shall not be less than 8 feet.
c. Balconies for above ground units shall be increased to 60
square feet for all 1 bedroom units (including those with
lofts) with the minimum dimension being 6 feet.
d. Parking layout shall show minimum 26 foot aisleways with
all spaces dimensioned at B-1/2 feet by 18 feet except
those adjacent to a wall over 42 inches in height which
shall be 14 feet in width.
e. A minimum of 50 percent of the street level facades
fronting Main Street shall be constructed of transparent
materials as required in the Downtown Specific Plan.
f. Depict all utility apparatus, such as but not limited to
backflow devices and Edison transformers, on the site
plan. They shall be prohibited in the front and exterior
yard setbacks unless properly screened by landscaping or
other method approved by the Community Development Director.
g. Adequate trash enclosures shall be provided with a method
of trash pick up subject to the approval of the Public
Works Department and Community Development Department.
h. The three security gates in the residential parking
structure shall be located so no dead-end driveways are
created for guest parking.
i. Circulation in the entertainment center parking structure
shall provide a continuous flow on the first level down to
the second level subject to the approval of the Public
Works Department and Department of Community Development.
2. Prior to the issuance of building permits, the following shall
be completed:
a. Street improvements as determined necessary by the Fire
Department.
b. Water mains and fire hydrants shall be installed and
operating.
Staff Report - 4/5/88 -13- (0314d)
M
c. All existing or abandoned oil well sites must be abandoned
pursuant to Department of Gas and Oil and Fire Department
standards.
d. A circulation and parking management plan by a traffic
engineer addressing valet parking, ingress and egress to
the site, the allocation and assignment of parking spaces
for residential tenants, and the need for a second ingress
and egress ramp to the residential subterranean parking
structure shall be submitted and approved by the Department
of Community Development.
e. Prior to combustible or above grade construction, a fire
protection plan, pursuant to Article 87 of the Huntington
Beach Fire Code, shall be submitted for approval by the
Fire Department. The plan shall have provisions for:
phased installation of sprinkler systems, on -site security,
and telephone for emergency notification.
f. Final tract map for the subject site shall be accepted by
the City Council and recorded with the County Recorder's
Office.
g. A copy of the revised plan pursuant to Condition No. 1 of
this report as record for the conditional use permit file
shall be submitted.
h. A landscape and irrigation plan pursuant to the Downtown
Design Guidelines and Article 960 shall be submitted and
approved by the Community Development Department and Public
Works Department.
i. A rooftop mechanical screening plan submitted and approved
by the Department of Community Development.
j. An affordable housing agreement plan to provide affordable
housing in the Coastal Zone shall be submitted for review
and approval by the Community Development Department. The
plan shall provide for 20 percent of the housing units (32
units) either on -site, or the equivalent number off -site
within three miles of the coastal zone, for persons of low
or moderate income households as per the provisions of
Government Code Section 65590(d).
k. Hydrology/hydraulic drainage studies shall be submitted to
the Public Works Department for approval.
1. A grading plan and soils report shall be submitted to the
Department of Public Works for approval.
m. All applicable Public Works fees shall be paid prior to
issuance of building permits.
Staff Report - 4/5/88 -14- (0314d)
V...0 .. )
3. The following Fire Department requirements shall be complied
with:
a. Fire lane shall be minimum 27 feet clear width from Walnut
to Pacific Coast Highway. Turf block is unacceptable as a
fire lane surface.
b. Building address numbers shall be installed pursuant to
Fire Department standards.
c. Fire flow for entertainment/condominium plan is 4,750
gallons per minute. Water system shall provide minimum
fire flows.
d. Five fire hydrants are required for this project in
locations to be approved by the Fire Department.
e. Alleyway from Walnut Avenue, behind existing buildings
shall be a minimum 27 feet clear width for Fire Department
access.
f. All structures in project shall be provided with the
following:
(1) Automatic fire sprinklers throughout with combination
standpipe systems;
(2) Fire alarm system with graphic annunciators.
g. Elevators throughout project shall be a minimum size of
6 feet-8 inches by 4 feet-3 inches with minimum opening of
42 inches.
h. Access for emergency purposes shall be provided to all
perimeter stairways from public streets.
4. The following Public Works Department requirements shall be
complied with:
a. A right turn lane shall be constructed at Pacific Coast
Highway and Main Street per City and CalTrans design
criteria. The appropriate right of way shall be dedicated
to accommodate the right turn lane.
b. The traffic signal at Pacific Coast Highway and Main Street
shall be relocated per City and CalTrans standards.
c. Walnut Avenue, Main Street and Second Street shall be
constructed per Public works standards.
d. Driveways shall be 27 feet wide minimum and radius type
construction.
Staff Report - 4/5/88 -15- (0314d)
e. The parking structure for the condominium units requires
two entries/exits unless one entry is determined adequate
by a traffic engineer pursuant to Condition No. 2.d.
f. The proposed 27 foot wide commercial alley is adequate
until the property to the west dedicates an additional 5
feet.
g. Landscaping (including public right of way) shall be per
the Downtown Guidelines and maintained by the developer/
homeowner's association.
h. Street lighting shall be installed per the Downtown
Guidelines and the City electrician's requirements.
j. Parking shall be prohibited on Walnut Avenue and Pacific
Coast Highway.
j. All utilities located in the alleys and streets to be
abandoned shall be removed per the direction of utility
companies' representatives.
k. A 12 inch minimum sewer main shall be constructed in Main
Street and Walnut Avenue and connect to the County's coast
truck sewer at the alley between Main and Third Street.
1. A 12 inch water mains shall be constructed in:
(1) Main Street from the existing 12 inch main in the south
side of Pacific Coast Highway to Walnut Avenue.
(2) Walnut Avenue from Main to Second Street, connecting
the existing mains in the north/south alleys.
(3) Second Street from Walnut to Pacific Coast Highway.
m. Any on -site water facilities required to be dedicated to
the City shall be located in vehicular travelways. The
developer/ homeowner's association shall be held
responsible for repairing the enhanced pavement, if the
water facilities need to be maintained or repaired.
n. All security gate configurations shall include on -site
turn-arounds (no backing into the streets) and shall be
approved by the Public Works Department, Fire Department
and Community Development Department.
5. The applicant shall be responsible for providing 523 parking
spaces off -site for the entertainment center, in a parking
structure or surface parking within 500 feet from the project
in an arrangement approved by the City prior to the issuance of
building permits. Such parking structure shall be completed
prior to issuance of a Certificate of Occupancy for the
theaters.
Staff Report - 4/5/E8 -16- (0314d)
6. Provide a centralized mail delivery facility which shall be
architecturally compatible with the structures.
7. All dwellings on the subject property shall be constructed in
compliance with State Acoustical standards set forth for units
that are within the 60 CNEL contour of the property.
8. All guest parking spaces shall be designated as such by marking
"Guest Parking" on the surface of each stall.
9. Street furniture and other required improvements shall be
provided in public plaza areas according to the Downtown Design
Guidelines and dedicated to the City of Huntington Beach.
10. A planned sign program shall be submitted to the Design Review
Board for review and approval for all signing. Said program
shall be approved by the Department of Community Development
prior to the first sign request.
11. All building spoils, such as unusable lumber, wire, pipe, and
other surplus or unusable material, shall be disposed of at an
off -site facility equipped to handle them.
12. Natural gas shall be stubbed in at the locations of cooking
facilities, water heaters, and central heating units.
13. Low -volume heads shall be used on all spigots and water faucets.
14. If lighting is included in the parking lot, high-pressure
sodium vapor lamps shall be used for energy savings. All
outside lighting shall be directed to prevent "spillage" onto
adjacent properties.
15. Conditional Use Permit No. 88-7 and Coastal Development Permit
No. 88-3 shall not become effective until the proposed
revisions to the Downtown Specific Plan are approved by City
Council and in effect.
1. Prior to final recordation of Tentative Tract 13478 the
following shall be completed:
a. CC&R's for the subdivision addressing the conditions
herein, Article 915 and Condition 2.d of Conditional Use
Permit No. 88-7 shall be reviewed and approved by the City
Attorney and Department of Community Development in
accordance with Article 915.
Staff Report - 4/5/88 -17- (0314d)
b. Legal documents which will provide for restricting the use
of common spaces for the designated purpose, as approved on
the final development plan, for the residential project,
shall be submitted and approved by the Department of
Community Development and the City Attorney.
2. The tentative tract map shall be revised to show:
a.
Typical cross
section
for Pacific Coast Highway and the
public alley.
b.
Right of way
radii of
25 feet at Pacific Coast Highway and
Main and Pacific
Coast
Highway and Second Street.
c.
Right of way
radii of
30 feet at Walnut and Second Street.
d.
A 12 foot pride
raised
median in Walnut Avenue.
e.
The sidewalk
in Second
Street is 7 foot wide.
f.
Adjustment in
lot lines,
if necessary, to be consistent
with division
between
commercial and condominium uses.
3. All Pacific Coast Highway improvements shall meet CalTrans
criteria.
4. Vehicular access rights to the streets surrounding the tract
shall be dedicated to the City except at approved driveway
locations.
5. Tentative Tract No. 13478 shall not become effective until the
proposed revisions to the Downtown Specific Plan have been
approved by City Council and are in effect.
11.0 -ALTERNATIVE ACTION:
The Planning Commission may deny Conditional Use Permit No. 88-7
with special permits, Coastal Development Permit No. 88-3 and
Tentative Tract 13478 with findings.
Atta-chments:
1. Area Map
2. Proposed parking structure location map
3. Site plan, floor plans and elevations dated March 25, 1988
4. Memo dated March 25, 1988
5. Staff report dated March 1, 1988
SH:PP:kla
Staff Report - 4/5/88 -18- (0314d)
6
w
MH-FP2
ww
W.
IV
Jos
Vk
DOW4TOV14 SA,K rei,4
x
4 •'\.
OIST91CT 68e) RZ-PD-Ct-F?7
L
lip. 02- -cz-rplp
40, V� c4ft
*&",i Wf -C2- F PZ
62�
-PO onog.
IAJ C, -0
'o C*"TO*" SIYCTnC PLAN
DIST a ob-M
cur 66-4-T WITH $51�cl 9AL M'R" dTrAff
3 I�Y
01*0- TT 134-76 Cof fv0--*-;3/-EA 60- 51
HUNTINGTON BEACII PLAMING DIVISION
.'
'IN. art •'i �
8
ENTERTAINMENT,
CENTER
IN
ox
DOWNTOWN SPECIFIC PLt�1T1{,
01
F
/vo.
4
CONDOMINIUM
�O r
�PROJECT FFFF r A� Clt;� ,
0 Ill,
41
It MAI
.,� -I k�
At
`,t1 Qy " O -L I41LAG< —_OFFIrt
1+ U F IFIC Q 1 < ►=
y� } 40
c` DI f 5c PROPOSED 4� r
PARKING },
,.� STRUCTURE 1' �;. f �+�L i 44A��f+c I AVE
fiLj
PROPOSED BARKING 5TRUCTURE
HUNTINGTON BEACH PLANNING DIVISION
J.
"L"T" im !14 A "
HUNTING "T 0 N
P I E R-
A
11
H
U
N
T I
N
G
T
0
N
BEACH
CALIFORNI
A
i
OK'NER : ARCHITECT : LANDSCAPE ARCHITECT :
CALIFORNIA RESORTS TOCAWA do SMITH ARCHITECTS PLANNERS L.AWRENCE REED MOLINE. LTC).
305 walnut Avenue. Huntington Beacr,, California 92648 2914 Main Street, Santa Monica. California 90405 5807 Uplander Way. Culver City, California 90230
ill
.�� �.e:_._t!^•!r ,•..r.uf..I l:hwv �•i•rii�.;a i::•s ,:i::::s<
- ,
--1e"�•Y7JiMlu�WulYW.r^•, `'1pp�•�V•+"T�1Y•Y�'.M'1'�••^``�` '1 tt• yr!^I
• --r :'�: F 1�+ G!'y. h1lui i h j 4+!F4 •.l...� ��: i .li:::.� `_.'f.F N 1:.:. i`i.-:
H U N T I N G T 0 N• P i E R•• .0 0 L'O N Y
its E LA T E R T A I N M E N T C E N T E R
+! �� CALIFORNIA RESORTS
A; 335 Nanut Avenue, Huntington Beach. California 92843
\?tom TOGAWA & SMITH ARCHITECTS PLANNERS
2914 Mom Street. $onto fyonlCo. Cohto.n,o 904Q5
SITE PLAN
c .c
N
MwM
SECOND FLOOR
rilRD FLOOR
HUN TIN G T O N• P I ER -COLON Y
EN TER TAINIAEN T CENTER
I�lI CALIFORNIA RESORTS
305 Wakwl Avenue, MunIN4lon 9*och, California 92645
TOCAwA At SMITH ARCHITECTS PLANNERS
2214 Moir Slegsl. Sawl• Menke, CdiloIN4 90405 ,
PLANS
Orvr-1 —mi
7�
I
I —i—
m
F.,rFAT.F.Euf UMiFA Pkft*4
F F,SI U.L.
N,u iTwas
r !�s '
)Ii
F,AFAr.".EMT CEFn(A ►AFM&4
L0.YA LLYkI
144 SIALL3,
HUN T I N G T O N• P 1 E R• C 0 L O N Y
ENTERTAIN ME NY CENTER
CAUFORNIA RESORTS
305
Walnut Avenue, Munlinglon Beacn, California 92648
TOGAWA & SMITH ARCHITECTS PLANNERS
2914 Man Streel, Sonia Monica. California 20405
GARAGE PLANS
o` ri
Awl A M w
!f�►FP
YVA I r«lr AV F
1 •-� M.r••r IaN•/ H••
all ! � l � � Lill
•-:,ti• � ..iliiiil{ii�iili�{ ii••
�•�•'� �.;i,'.!: �. _ �. ._ �l��lililliililllliili, �:.�
.,. ••ill ' `��= ��
MOH. �•4[Ma
u. se.us
C0.00— A M #AM04 UP/f 4 l f Vf l
rn s1A►as
4 1
.'A�KMtM�
HUN TIN G T O N• P i E R• C O L- O N Y
w
j CALIFORNIA RESORTS tlrif SOS Walnut Avenue, nunt'Agton Esoch. California 9264e
TOGAWA & SMITH ARCHITECTS PLANNERS
2914 1/4,n St.eet. Santa Monica. Camorn.a 90409
Can00•.VALW ►A.•wr.G 9Ow14114.
.•a rl Allr
GARAGE PLANS
X 3 x.
�it*
N
fi
NUN TIN G T O N- P I E R •COLON Y
P CALIFORNIA RESORTS
305 Walnut Avenue, Huntinglon Beach, CoNlornlo 92640
TOCAWA & SMITH ARCHITECTS PLANNERS
2914 Maln Street, Santa Monlco, Collfornla 90405
JI
SECTION
10
2 BEDROOM FLAT
9n.
em.ow
UMMO
�T
;
o.■»o
1 BEDROOM FLAT
740 sorr. ,
HUN TIN G T O N• P I E R •COLON Y
P CALIFORNIA RESORTS
305 Walnut Avenue, Huntington Beach, California 92648
TOGAWA & SMITH ARCHITECTS PLANNERS
2914 Main Street, Santo Monica, California 90405
LOK* IEKI UPPER LEKL
t BEDROOM TOWNHOUSE
rn so.r,.
CONDOMINIUM UNITS <9>
o r
N
s
14'-11
Lame LLMl
2 BEDROOM TOWNHOUSE
IM7 mil.
w"(11 LIM
HUN TIN G T O N •PIER • C O L O N Y
p CALIFORNIA RESORTS
305 Walnut Avenue, Huntington Beach, California 92648
TOGAWA do SMITH ARCHITECTS PLANNERS
2914 pain Street, Sonia Monica, California 90405
Lame LOU
1 BEDROOM LOFT
nr so.r1.
UMA L[AR
Lail
CKA
10
Klee
CONDOMINIUM UNITS
0
y
�y lV '� trl �RI � '_ i. '• 1
i � �L'� 1 •v��Sa1
1S l�k.P"y • . 1� t �y •1/_!-��^LI`71'Lf iL � � � ���I
' =.1: `!'I(� f
H U N T I N G T 0 N- P I E R•C 0 L 0 N Y
,a\ E N T E R T A i N u E N T C E N T S R
�My CALIFORNIA RESORTS
I/ W5 0"nr1 A� r $.9.4A dqa . Cod." VISa4
WWW TOGA WA k Su1 TN ARCHITECTS PLANNERS
.914 Yon ibN1• 5p 14k MI K& io.Iawr K)403
11
I �j
HUN T I N G TON • PIER -COLON Y
EN TER TAINMIFN T CENTER
i� CALIFORNIA RESORTS
305 "—t Avenue. Hontingt— Beoch. Cdif—to 92646
TOGAWA & SMITH ARCHITECTS PLANNERS
2914 Moir Street, Santo Monico. Coliiarnio 9040S
Q�
i
FrtJ�tS'zl
HUNT I N G T O N• PIER -COLON Y
CALIFORNIA RESORTS
705 Wolnut Arw *, H—lwglon 0a . Cohlornw 92646
TOCAWA �t MITH ARCHITECTS PLANNERS
2914 Mon SUNSSsmIa MmKo. Canfornm 90405
r1 ;l
4
IP $ 4
N
P-
'I•
+-ram.
ffirw
f lop
1 .�w.�
: A
V
C
c %
H UP, T INC 10 N• P It R• C O to NY
PACIFIC COAST HICHWAY STx:[TSCAPL
f
aCl YR .^fti.
i0 7U: i►
G]w • 4
. t --p e .
nr •. -. r •r-s
;t;
1
i
.,V^
.,.. La+ f •
• p War 6at74'•C
7•. b ! •
1
•h t: T.s+5pe
Y:
w •,t /S•q in
'�•
1
arf ••+11r
I
wr rra rr-
1—�---- - - --.--'�„ i-i�s;Y"r'lT�r•- � 1 �•-:- ��•• I+Il��St:�•�r: i"2-•'•+r.r"'7 ..� .. - ^��
1 .. a i ►tio reo f 3.0 i Float -
W4i' aa4` .nr •p 7iy
a Is low
I 1 II x
it
ON
1
° � ..•. I t;15� �- sal
rw
ry
��� "�.'�n.a y yr/ ���+�r •,7 w !`` r I.
- ` v'�.�r:e..� -_ �• , _, M ` I 1
A l�
DW
^r•. ':ter. �:,�+ .`.� �'-'^-r—l-�- - '•�-I a� �' '�' �i i
7YI��/�`� •%•t1� ..r �i ] 1 t.. 3Yw -p 'iS— 1
< "" fa�g_-T�
r w= • �' I .._' � K I � `YID I 424
�, r �-JZ��D__�D__��G��tY;ar !L I 1 �24c ►•r•J• ' al01 .u•f ( ■•JI
H U N T I N G T 0 N PIER•C0L0NY SITE COVERAGE PLAN
E N T E R T A I NMEN T CENTER
' CALIFORNIA RESORTS
♦yy tt
SOh Molnut dkrfnvl, Huntington Swoct+. Coldornl0 92645
�* TOGAWA & SMITH ARCHITECTS PLANNERS 1
2914 L143A1 St•est. $onto Iaonco. Cot-tofn+a 90405 au .o sY
1U ►i•ea
C
—T_
:�- Ff,
Ter
Ly= _- =--% - 11,
HUN TI NG TON -PIE R-COLON Y
EN TER 7 A I N M E N T CENTCR
CALIFORNIA RESORTS
305 womut Avenut. munt.n9lon beacn. CdOonm 97640
TOCAWA & SMITH ARCHITECTS PLANNERS
2914 iAon Sweet. Sorkto monsca. Camorma 90405
DIMENSION ' PLAN
to
0 o
MK 2
ATTACHMENT -NO. -1
MAL FINDINGS AND CONDITIONS OF APPROVAL
IN
Huntington Beach Manning Commission
P.O. BOX Ito CALIFORNIA 92648
April 19, 1988
California Resorts/
City of Huntington Beach
Redevelopment Agency
SUBJECT: CONDITIONAL USE PERMIT NO. 88-7 WITH SPECIAL PERMITS,
COASTAL DEVELOPMENT PERMIT NO. 88-3 AND TENTATIVE TRACT
NO. 13478
REQUEST: To develop a mixed use project with a 90,000 square foot
entertainment complex, including retail, office and a
6-plex movie theater in addition to a 160 unit
condominium project.
LOCATION: The area approximately bcunded by Pacific Coast Highway,
Main Street, Walnut Avenue and Second Street
DATE OF
APPROVAL: April 5, 1988
1. The proposed mixed use project with an entertainment/commercial
center (a maximum 1,750 seat theater; 23,575 square feet of
commercial; 15,925 square feet of office space; 10,000 square
foot restaurant with 3,500 square foot outdoor deck area; and a
maximum 3,000 square foot night club) and 130 condominium units
will not have a detrimental effect upon the general health,
welfare, safety and convenience of persons residing or working
in the vicinity and will not be detrimental to the value of the
property and improvements in the vicinity. All required
parking for the proposed project will be provided on -site for
the residential portion with a minimum of 300 spaces on -site
for commercial. The remainder (approximately 675 spaces) will
be provided within a parking facility adjacent to the proposed
site.
2. The proposed mixed use project with entertainment/commercial
center and 130 condominium units is designed to be compatible
with existing and proposed uses in the vicinity.
CONDITIONAL USE PERMIT NO. 88-7 WITH SPECIAL PERMITS, COASTAL
DEVELOPMENT PERMIT NO. 88-3 AND TENTATIVE -TRACT NO. 13478
Page Two
3. The location, site layout and design of the proposed mixed use
project with entertainment/commercial center and 130 unit
condominium project is properly related to the streets, drives
and other structures and uses in the vicinity in a harmonious
manner.
4. The architecture and design of the proposed mixed use project
is in conformance with the adopted Design Guidelines for the
Downtown Specific Plan.
5. The general appearance including architectural features of the
proposed mixed use project shall enhance the orderly and
harmonious development of the Downtown Specific Plan.
6. The proposed mixed use project with entertainment/commercial
center and 130 condominium units is consistent with the goals
and policies of the Huntington Beach General Plan.
1. The following special permits for deviations to the
requirements of the Downtown Specific Plan promote a better
living environment and provide maximum use of the land in terms
of site layout and design; exceeding the required amount of
common open space.
a. Setbacks of 10 feet in lieu of 15 feet along Pacific Coast
Highway and Walnut for encroachment of a colonade.
b. A reduction in the required alley width from 30 feet to 27
feet and a reduction in the main accessway width from the
required 28 feet to 27 feet.
c. An increase in site coverage to create a better project
profile and to help reduce the potential conflict of
adjacent residential and commercial uses is necessary.
Residential will have a maximum site coverage of 59 percent
and commercial a maximum of 60 percent. At the request of
the Planning Commission the residential site coverage was
increased from 50 percent to a maximum of 59 percent.
2. The approval of the special permits for encroachment in
setbacks, accessway widths and increase in site coverage will
not be detrimental to the general health, welfare, safety and
convenience of -the neighborhood in general, nor detrimental or
injurious to the value of property or improvements of the
neighborhood.
CONDITIONAL USE PEP -MIT NO. 88-7 WITH SPECIAL PERMITS, COASTAL
DEVELOPMENT PERMIT NO. 88-3 AND TENTATIVE TRACT NO. 13478
Page Three
3. The special permit requests for encroachment in setbacks,
accessway widths and increase in site coverage are consistent
with the objectives of the Downtown Specific Plan in achieving
a development adapted to the parcel and compatible with the
surrounding environment.
4. The special permits for encroachment in setbacks, accessway
widths and increase in site coverage are consistent with the
policies of the Coastal Element of the City's General Plan and
the California Coastal Act.
144 :�Wvftleygww
1. The proposed two lot subdivision for condominium and commercial
purposes of the 170,912 net square foot parcel of land zoned
Downtown Specific Plan -District 3, is proposed to be
constructed having 130 residential condominium units and 90,000
square feet of commercial and retail.
2. The property was previously studied for a greater intensity of
land use at the time the land use designation and Downtown
Specific Plan -District 3 zoning designation were placed on the
subject property.
3. The Huntington Beach General Plan is designed with provisions
for the type of land use proposed, mixed use with
entertainment/commercial center and residential, as well as
setting forth provisions for the implementation of the proposed
project.
4. The site is relatively flat and physically suitable for the
proposed density and type of development.
5. Tentative Tract 13478 is consistent with the goals and policies
of the Huntington Beach General Plan.
1. The proposed mixed use project with entertainment/commercial
center and 130 residential condominium units conforms with the
plans, policies, requirements and standards of the Huntington
Beach Coastal Element.
CONDITIONAL USE PERMIT NO. 88-7 WITH SPECIAL PERMITS, COASTAL
DEVELOPMENT PERMIT NO. 88-3 AND TENTATIVE TRACT NO. 13478
Page Four
2. Coastal Development Permit No. 88-3 is consistent with the CZ
suffix and the Downtown Specific Plan as well as other
provisions of the Huntington Beach Ordinance Code applicable to
the project.
3. The proposed mixed use project with entertainment/commercial
center and 130 condominium units shall be provided with
infrastructure in a manner that is consistent with the
Huntington Beach Coastal Element and Land Use Plan of the
General Plan.
4. The proposed mixed use project with entertainment/commercial
center and 130 condominium units conforms with the public
access and public recreation policies of Chapter 3 of the
California Coastal Act.
5. The Mellow Bill Affordable Housing requirements, Government
Code Section 65590(d), are satisfied in the following manner:
a. The City has provided density bonuses within three Miles of
the coastal zone which have provided affordable housing.
b. Due to the location and economics involved it would not be
feasible to develop affordable housing on this site. The
value of the land coupled with the need to provide
subterranean parking on site would prohibit the ability to
provide for affordable housing.
1. The site plan, floor plan and elevations received and dated
March 25, 1988, shall be the conceptually approved layout with
the modifications described herein:
a. Number of units shall be reduced from 160 to 130 in order
to create a greater separation of the residential from the
commercial portions of the project; provide an increase in
the average unit size; provide for a better overall
building profile; and to provide greater view opportunities.
b. The finished floor of the first level units and adjacent
common open space areas of the residential portion of the
project shall be elevated to a maximum of 8 feet above
existing grade for the creation of a greater physical
separation of the residential from the commercial portions
of the project.
A
�2
CONDITIONAL USE PERMIT NO. 88-7 WITH SPECIAL PERMITS, COASTAL
DEVELOPMENT PERMIT NO. 88-3 AND TENTATIVE TRACT NO. 13478
Page Five
c. The residential building elevations adjacent to Pacific
Coast Highway and Second Street shall be modified to show a
greater degree of upper story setback or other building
wall movement, subject to review by the Design Review Board.
d. The wallet/passenger drop off area adjacent to Walnut
Avenue shall be modified to reduce the potential conflict
of pedestrians and vehicles entering the project, subject
to review by the Planning Commission.
e. The residential project shall include the following sound
mitigation features:
(1) Double glassing on all exterior perimeter windows
(2) Intensified landscape materials with water feature
(3) Vertical separation from pedestrian accessway
f. All private open space shall comply with the minimum
dimension and square feet requirements of the Downtown
Specific Plan.
g. Parking layout shall show minimum 26 foot aisleways with
all spaces dimensioned at 8-1/2 feet by 18 feet except
those adjacent to a wall over 42 inches in height which
shall be 12 feet in width.
h. Depict all utility apparatus, such as but not limited to
backflow devices and Edison transformers, on the site
plan. They shall be prohibited in the front and exterior
yard setbacks unless properly screened by landscaping or
other method approved by the Community Development Director.
i. Depict commercial electrical vault in a location that
presents the least public hazard subject to review and
approval by the Fire Department, Public Works Department
and Community Development Department.
j. Adequate trash enclosures shall be provided with a method
of trash pick up subject to the approval of the Public
Works Department and Community Development Department.
k. The three security gates in the residential parking
structure shall be located so no dead-end driveways are
created for guest parking.
CONDITIONAL USE PERMIT NO. 88-7 WITH SPECIAL PERMITS, COASTAL
DEVELOPMENT PERMIT NO. 88-3 AND TENTATIVE TRACT NO. 13478
Page Six
1. Circulation in the entertainment center parking structure
shall provide a continuous flow on the first level down to
the second level subject to the approval of the Public
Works Department and Department of Community Development.
m. Site coverage shall not exceed 59 percent for residential
and 60 percent for commercial.
n. Parking layout shall be modified to add an additional 155
spaces on -site. If it is not feasible to incorporate the
total additional spaces on -site, the shortfall must be made
up in the off -site adjacent parking structure as identified
in Condition No. 5.
2. Prior to the issuance of building permits, the following shall
be completed:
a. Street improvements as determined necessary by the Fire
Department.
b. Water mains and fire hydrants shall be installed and
operating.
c. All existing or abandoned oil well sites must be abandoned
pursuant to Department of Gas and Oil and Fire Department
standards.
d. A circulation and parking management plan by a traffic
engineer addressing valet parking, ingress and egress to
the site, the allocation and assignment of parking spaces
for residential tenants, and the need for a second ingress
and egress ramp to the residential subterranean parking
structure shall be submitted and approved by'the Department
of Community Development.
e. Prior to combustible or above grade construction, a fire
protection plan, pursuant to Article 87 of the Huntington
Beach Fire Code, shall be submitted for approval by the
Fire Department. The plan shall have provisions for:
phased installation of sprinkler systems, on -site security,
and telephone for emergency notification.
f. Final tract map for the subject site shall be accepted by
the City Council and recorded with the County Recorder's
Office.
CONDITIONAL USE PERMIT NO. 88-7 WITH SPECIAL PERMITS, COASTAL
DEVELOPMENT PERMIT NO. 88-3 AND TENTATIVE TRACT NO. 13478
Page Seven
g. A copy of the revised site plan, elevations and floor
plans, pursuant to Condition No. 1 of this report shall be
submitted as record for the conditional use permit file.
h. A landscape and irrigation plan pursuant to the Downtown
Design Guidelines and Article 960 shall be submitted and
approved by the Community Development Department and Public
Works Department.
i. A rooftop mechanical screening plan submitted and approved
by the Department of Community Development.
j. An affordable housing agreement plan to provide affordable
housing within 3 miles of the Coastal Zone for the
replacement of the 12 existing units displaced as a result
of this project shall be submitted for review and approval
by the Community Development Department.
k. Hydrology/hydraulic drainage studies shall be submitted to
the Public works Department for approval.
1. A grading plan and soils report shall be submitted to the
Department of Public Works for approval.
m. All applicable Public Works fees shall be paid prior to
issuance of building permits.
n. The applicant shall post a cash deposit for the public
improvements on one-half width of Main Street from Pacific
Coast Highway to Heidi's adjacent to the subject property
in an amount to be determined by Public works.
o. The parking facility identified in Condition No. 5 shall be
approved by the City of Huntington Beach.
3. The following Fire Department requirements shall be complied
with:
a. Fire lane shall be minimum 27 feet clear width from Walnut
to Pacific Coast Highway. Turf block is unacceptable as a
fire lane surface.
b. Building address numbers shall be installed pursuant to
Fire Department standards.
{J �
CONDITIONAL USE PERMIT NO. 88-7 WITH SPECIAL PERMITS, COASTAL
DEVELOPMENT PERMIT NO. 88-3 AND TENTATIVE TRACT NO. 13478
Page Eight
c. Fire flow for entertainment/condominium plan is 4,750
gallons per minute. Water system shall provide minimum
fire flows.
d. Five fire hydrants are required for this project in
locations to be approved by the Fire Department.
e. Alleyway from Walnut Avenue, behind existing buildings
shall be a minimum 27 feet clear width for Fire Department
access.
f. All structures in project shall be provided with the
following:
(1) Automatic fire sprinklers throughout with combination
standpipe systems;
(2) Fire alarm system with graphic annunciators.
g. Elevators throughout project shall be a minimum size of
6 feet-8 inches by 4 feet-3 inches with minimum opening of
42 inches.
h. Access for emergency purposes shall be provided to all
perimeter stairways from public streets.
4. The following Public Works Department requirements shall be
complied with:
a. A right turn lane shall be constructed at Pacific Coast
Highway and Main Street per City and CalTrans design
criteria. The appropriate right of way shall be dedicated
to accommodate the right turn lane.
b. The traffic signal at Pacific Coast Highway and Main Street
shall be relocated per City and CalTrans standards.
c. Walnut Avenue, Main Street and Second Street shall be
constructed per Public Works standards.
d. Driveways shall be 27 feet wide minimum and radius type
construction.
CONDITIONAL USE PERMIT NO. 88-7 WITH SPECIAL PERMITS, COASTAL
DEVELOPMENT PERMIT NO. 88-3 AND TENTATIVE TRACT 110. 13478
Page Nine
e. The parking structure for the condominium units requires
two entries/exits unless one entry is determined adequate
by a traffic engineer pursuant to Condition No. 2.d.
f. The proposed 27 foot wide commercial alley is adequate
until the property to the west dedicates an additional 5
feet.
g. Landscaping (including public right of way) shall be per
the Downtown Guidelines and maintained by the developer/
homeowner's association.
h. Street lighting shall be installed per the Downtown
Guidelines and the City electrician's requirements.
j. Parking shall be prohibited on Walnut Avenue and Pacific
Coast Highway.
j. All utilities located in the alleys and streets to be
abandoned shall be removed per the direction of utility
companies' representatives.
k. A 12 inch minimum sewer main shall be constructed in Main
Street and Walnut Avenue and connect to the County's coast
truck sewer at the alley between Main and Third Street.
1. A 12 inch water mains shall be constructed in:
(1) Main Street from the existing 12 inch main in the south
side of Pacific Coast Highway to Walnut Avenue.
(2) Walnut Avenue from Main to Second Street, connecting
the existing mains in the north/south alleys.
(3) Second Street from Walnut to Pacific Coast Highway.
m. Any on -site -water facilities required to be dedicated to
the City shall be located in vehicular travelways. The
developer/ homeowner's association shall be held
responsible for repairing the enhanced pavement, if the
water facilities need to be maintained or repaired.
n. All security gate configurations shall include on -site
turn-arounds (no backing into the streets) and shall be
approved by the Public works Department, Fire Department
and Community Development Department.
�.w 1�
CONDITIONAL USE PERMIT NO. 88-7 WITH SPECIAL PERMITS, COASTAL
DEVELOPMENT PERMIT NO. 88-3 AND TENTATIVE TRACT NO. 13478
Page Ten
5. The project shall be responsible for providing the balance of
required off-street parking spaces in a parking structure to be
built at the northwest corner of Walnut and Third Streets.
Prior to the issuance of a building permit, an off -site parking
plan shall be approved and adopted by the City as identified in
these conditions or other adequate contingency plan. Such
parking sufficient for this project and off -site requirements
shall be available prior to the issuance of a Certificate of
Occupancy for the theaters.
6. Provide a centralized mail delivery facility which shall be
architecturally compatible with the structures.
7. All dwellings on the subject property shall be constructed in
compliance with State Acoustical standards set forth for units
that are within the 60 CNEL contour of the property.
8. All guest parking spaces for residential shall be designated as
such by marking "Guest Parking" on the surface of each stall.
9. Street furniture and other required improvements shall be
provided in public plaza areas according to the Downtown Design
Guidelines and dedicated to the City of Huntington Beach.
10. A planned sign program shall be submitted to the Design Review
Board for review and approval for all signing. Said program
shall be approved by the Department of Community Development
prior to the first sign request.
a. Advertising of the theater complex, including the marquee,
shall not be permitted at the corner of Pacific Coast
Highway and Main Street.
11. All building spoils, such as unusable lumber, wire, pipe, and
other surplus or unusable material, shall be disposed of at an
off -site facility equipped to handle them.
1.2. Natural gas shall be stubbed in at the locations of cooking
facilities, water heaters, and central heating units. This
requirement may be waived provided the applicant installs a
more energy efficient alternative subject to the review and
approval by the Community Development Department.
13. Low -volume heads shall be used on all spigots and water faucets.
14. If lighting is included in the parking lot, high-pressure
sodium vapor lamps shall be used for energy savings. All
outside lighting shall be directed to prevent "spillage' onto
adjacent properties.
1
CONDITIONAL USE PEP-mrT NO. 88-7 WITH SPECIAL PERMITS, COASTAL
DEVELOPMENT PERMIT NO. 88-3 AND TENTF.TIVE TRACT NO. 13478
Page Eleven
15. The location of the night club shall be limited to 3,000 square
feet at a location facing Main Street subject to review and
approval by the Community Development Director.
16. Conditional Use Permit No. 88-7 and Coastal Development Permit
No. 88-3 shall not become effective until the proposed
revisions to the Downtown Specific Plan are approved by City
Council and in effect.
17. Any modifications to plans shall be subject to additional
review and approval by the Planning Commission. Any
modifications which result in an increase of project intensity
shall be subject to additional public hearings. Modifications
to interior layouts or exterior finishes shall be subject to
Design Review Board review and approval.
1. Prior to final recordation of Tentative Tract 13478 the
following shall be completed;
a. CC&R's for the subdivision addressing the conditions
herein, Article 915 and Condition 2.d of Conditional Use
Permit No. 88-7 shall be reviewed and approved by the City
Attorney and Department of Community Development in
accordance with Article 915.
b. Legal documents which will provide for restricting the use
of common spaces for the designated purpose, as approved on
the final development plan, for the residential project,
shall be submitted and approved by the Department of
Community Development and the City Attorney.
2. The tentative tract map shall be revised to show:
a. Typical cross section for Pacific Coast Highway and the
public alley.
b. Right of way radii of 25 feet at Pacific Coast Highway and
Main and Pacific Coast Highway and Second Street.
c. Right of way radii of 30 feet at Walnut and Second Street.
d. A 12 foot wide raised median in Walnut Avenue.
CONDITIONAL USE PERMIT NO. 88-7 WITH SPECIAL PERMITS, COASTAL
DEVELOPMENT PERMIT 110. 88-3 AND TENTATIVE TRACT 170. 13478
Page Twelve
e. The sidewalk in Second Street is 7 foot wide.
f. Adjustment in lot lines, if necessary, to be consistent
with division between commercial and condominium uses.
3. All Pacific Coast Highway improvements shall meet CalTrans
criteria.
4. Vehicular access rights to the streets surrounding the tract
shall be dedicated to the City except at approved driveway
locations.
5. Tentative Tract No. 13478 shall not become effective until the
proposed revisions to the Downtown Specific Plan have been
approved by City Council and are in effect.
I hereby certify that Conditional Use Permit No. 88-7 with Special
Permits, Coastal Development Permit No. 88-3 and Tentative Tract No.
13478 was approved by the Planning Commission of the City of
Huntington Beach on April 5, 1988, upon the foregoing findings and
conditions. This approval represents conceptual approval only;
detailed plans must be submitted for review and the aforementioned
conditions completed prior to final approval.
Sincerely,
Mike Adams, Secretary
Planning Commission
by:
�J V V
Scott ess
Senior Planner
MA:SH:kla
(0393d-1-12)
3
NOTICE OF A JOINT PUBLIC HEARING BY THE CITY COUNCIL OF HUNTINGTON
BEACH AND THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH
ON THE SECOND AMENDED DISPOSITION AND DEVELOPMENT AGREEMENT
BETWEEN THE REDEVELOPMENT AGENCY AND CALIFORNIA RESORTS.
NOTICE IS HEREBY GIVEN that the City Council of the City of Huntington Beach and
the Redevelopment Agency of the City of Huntington Beach will hold a joint public
hearing on June 27, 1999, at 7:00 PM in the Council Chambers, City Hall, 2000 Main
Street, Huntington Beach, California, to consider and act upon the Second Amended
Disposition and Development Agreement between the Redevelopment Agency of the City
of Huntington Beach and California Resorts and sale of the land pursuant thereto. The
Agreement provides for the development of a six-plex movie theatre, retail commercial
and office space along Main Street and public plaza with subterranean parking and
residential condominium units, within the Main -Pier Redevelopment Project Area.
Description of the sites can be found in the Agreement.
The terms of the Iease and sale of property between the Agency and California Resorts
are set forth in the Agreement.
The proposed projects are covered by a final Environmental Impact Report for the
Main -Pier Redevelopment Project Area for which a Notice of Preparation was filed on
May 6, 1985.
Copies of the Amended Disposition and Development Agreement and the Environmental
Impact Report are on file for public inspection and copying for the cost of duplication at
the office of the City Clerk, City of Huntington Beach, California, between the hours of
8:00 AM and 5:00 PM, Monday thru Friday, exclusive of holidays.
Interested persons may submit written comments addressed to the City Clerk of the City
of Huntington Beach, Post Office Box 190, Huntington Beach, California 92648, prior to
the hour of 5:00 PM on June 24, 1988.
AT the time and place noted above, all persons interested in the above matter may appear
and be heard.
Dated: June 10, 1988
CITY OF HUNTINGTON BEACH, By: Alica M. Wentworth, City Clerk
Published Orange Coast Daily Pilot June 13, 20, 1988
0643H
.M-=_--'%'`. 4y ,°' " f.-c.•;s= w-. - `�y„ ._'l r 1` g;.'� _ ®q:'. _ R"yR
�� z
PUBLIC NOTICE
PUBLIC NOTICE
NOTICE OF A JOINT PUB-
aration was filed on May 6;
LIC HEARING BY THE CITY
1985-
COUNCIL OF HUNT-
Copies of the Amended,
INGTON BEACH AND THE
Disposition and Develop-'.;
REDEVELOPMENT AGEN.
meat .Agreement and the'
CY OF THE CITY OF HUNT-
Environmental impact Re-
INGTON BEACH ON THE
Port are on file for public'
'N
AMENDED DISPOSITION
Inspection and copying for
the cost of duplication at the
iAND DEVELOPMENT
AGREEMENT BETWEEN
office of the City Clerk, City
',THE REDEVELOPMENT
of Huntington Beach, 2000
�Lt0V
AGENCY. AND -HUNT.
INGTON
Main Street, Huntington
Beach, California, between
the hours of 8:00 A.M. and
5:00 P.M., Monday thru Fri-
day, exclusive of holidays.
NOTICE IS HEREBY
Interested persons may
GIVEN that the City Council
submit written comments
of the City of Huntington
addressed to the City Clerk
Beach and the Redevelop-
of the City of Huntington;
ment Agency of the City of
Beach, Post Office Box 190,
Beach, Cali-
Huntington Beach will hold a
Huntington
`
J
joint public hearing on-t3ete-fornia
in
92648, prior to the
hour of 5:00 P.M. on Acfa-
the Council Chambers, Clty At e and lace, t
fv- Hall, 2000 Main Street, Hunt- noted above,_ all persons
h ington Beach. California, to P
consider and act upon the interested in the above mat
Amended Disposition and ter may appear and be
4: °1 Development Agreement heard. , �r`t iv 1
between the Redevelopment Dated:-9eleber-ir 188& f t
Agency of the it of Hunt- CITY OF HUNTINGTON ,
ington Beach and -Fkmt- BEACH, By: Alicia M.
` Wentworth, City Clerk
-wient-6reap and sale of the Published Orange Coast
land pursuant thereto. The Daily Pilot Qetabei 6—f•3; -3, 2q
',Agreement provides for the 44W6' i
development of a ii€at-re4a M331
sly. plalitY-eiel- retail - - ---
rM1tev� et c ommercial and office space
along Main Street and public
plaza with elmdeel#iaaever-.
'sJ04 ws"►es—
.
the Main
c�,, J"A
velepm8nl, within -I
{�SH�f�'L
'
Pier Redevelopment Project,
Area. Descriptions of the
sites can be found. In the'
Vv%k4'ff
Agreement.
The terms of the lease and
sale of property between the,
Agency and A ^".. atoa_Ra ,
r
GaI�aN"s'�S
are set forth in the Agree-;'
merit.
- The proposed projects are,
covered, ay a".final .,En-';
vironmental Impact Report
,for jhe Main -Pier `:Re-'
development Project. Area
for which a Notice of Prep=
NOTICE OF A JOINT PUBLIC HEARING BY THE CITY COUNCIL OF HUNTINGTON
BEACH AND THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH
ON THE SECOND AMENDED DISPOSITION AND DEVELOPMENT AGREEMENT
BETWEEN THE REDEVELOPMENT AGENCY AND CALIFORNIA RESORTS.
NOTICE IS HEREBY GIVEN that the City Council of the City of Huntington Beach and
the Redevelopment Agency of the City of Huntington Beach will hold a joint public
hearing on June 27, 1988, at 7:00 PM in the Council Chambers, City Hall, 2000 Main
Street, Huntington Beach, California, to consider and act upon the Second Amended
Disposition and Development Agreement between the Redevelopment Agency of the City
of Huntington Beach and California Resorts and sale of the land pursuant thereto. The
Agreement provides for the development of a six Alex movie theatre, retail commercial
and office space along Main Street and public plaza with subterranean parking and
residential condominium units, within the Main —Pier Redevelopment Project Area.
Description of the sites can be found in the Agreement.
The terms of the lease and sale of property between the Agency and California Resorts
are set forth in the Agreement.
The proposed projects are covered by a final Environmental Impact Report for the
Main —Pier Redevelopment Project Area for which a Notice of Preparation was filed on
May 6, 1985.
Copies of the Amended Disposition and Development Agreement and the Environmental
Impact Report are on file for public inspection and copying for the cost of duplication at
the office of the City Clerk, City of Huntington Beach, California, between the hours of
9:00 AM and 5:00 PM, Monday thru Friday, exclusive of holidays.
Interested persons may submit written comments addressed to the City CIerk of the City
of Huntington Beach, Post Office Box 190, Huntington Beach, California 92648, prior to
the hour of 5:00 PM on June 24, 1988.
AT the time and place noted above, all persons interested in the above matter may appear
and be heard.
Dated: June 10, 1988
CITY OF HUNTINGTON BEACH, By: Alica M. Wentworth, City Clerk
Published Orange Coast Daily Pilot June 13, 20, 1998
0643H
rM �•
i
GARVIN P. SMALLIEN:COOCR•
MARK a. 114.21LR
Ja rC{ R. WOORL•
PawIN T. PROOI VS
w. L. Ir IR CI MCCORMIC R•
TWO WAS J. CRANE
WM AM a. MCI..
ORUCE A. LNAAO
WCNAPD A CWON VTT•
JAY[{ J. LITTLL
LCONARO A. NA"PLL•
DVRL F. WAw LOU1ST
JOMN S.I-WELOVT. JR_•
S.
M. KATNCw-N[ JENSON
N EL W IY Me
JAMCT L. MACLACMLAN
Y ILPD •O W OANL. JR •
{COTS w PINION[
Tw LODOwt I. WALLACc. JR •
M.RV K- ■A-SDCM
PONALO R aRaINOTON•
RICMARO O. MONT[VICLO
RICwA RO P SAY{•
DAVID a. COSGROVE
MAR{NALL r. .1ARLMAY•
MARS :rlTw TLYNN
ROGENTC SRAVN•
C•ROLE STC VLNS
ROGER ►. 6RAS19•
LOP• SARMEa S-IT-
aOW.R� D. (TOES-►. JR.•
JAMLS P ■INCRTV
TwoMAS a {ALIM6 LR•
LRN[ST W. KLATTe. III
SARRT R. LAVaSCN[R•
CLIIAa[Tr M_ COWLES
POaCaT W AL a[RTS
w1Y G. Two MPSCN
WILL- " V aCw YIOT•
JATNE OANOWSKY TAT600
DAVIO C. LAOSEN•
RUT. 1. CIS[M
C LIPPORO S. rRIL OLIT•
JE•PRET W[RTN[IM[R
A 41rUR O P,D-AM•
MAM1 VAN LIOTLN
MICwA[L DRV SIN•
IAATTr[W K. ROBS
IRA D� RIYIN`
M+Cw.(L O. TVSN[R
JEFFREY M. ODLRMAM•
JONN /. RAPOSA
JOSCP. D. CAR PyrN
PATRICIA ANoaL DISCO[
:TAN WOLCOTT•
ANORtA A. CAL["
wOVSSLLL
DOWCP•
TVLCw. JR
J. RIO
DA V:Ew-:.
J. ALCSM.*e
ROa EAT O. OWcN
MARCIA A. POa{TTM
aAaRT L. AOA-S
WIL LIAM Y. MARTICORC•IA
AM N. V06KCRT
JAr[: L. MOwwla
J[rrwEV A. OOLOIAwa
ANY[ .4"ON LaNPrAw
SANTORO :-aT2
WILL,AM J. CAPLAN
PATRICK K. NANLT
MICNw[L T. M00N.9
TLO Y. PVRCLLL
JANICE L• C[LOTTI
CARE J. TNOYAS
PMILIP O• RO..
{TCVLK W. SPRCCNER
JOEL O. RVPEa9CRO
w09[aT TONOWtT2
ST[VCti A. NICNOL:
RONI D. JACK So"
iwOMAS 0. &ROC-INOTON
YATINEW R Sata[aGta
W. LLIAr W WYNOtw
MELANIE C. LTRL
{VaIOIKI IVICKII CALLAO
Cw CSTCR A. PUCNALSKI
RANOALL M. SAaaUSw
P Ke VIN SRA216
M. aT M.OR[LN
aOaYN L. NOSYAN
PwILIP r. PRINK(
LATNC M. MCL2[a
JO-N L. PE.LOWS 111
PaTRICK N. RAPICSTT
DAVIO r.-OCwMLR
•A r+WCSIMO CeR.ew.*SIT
RUTAN & TUCKER
ATTORNEYS AT LAW
R. eDYN.aL
NIL►O RO W. DArL. aw.
A PARINERSKIP INCLUOINO PROPCSSIONAL CORPORATION{
CENTRAL SANK TOWER, SUIT[ 1400
SA W.RUTAN11:10-604-
JAYLa 7VCK[R. {w. Ua SA•la{OI
SOUTH COAST PLAZA TOWN CtNT[R
r. ROD6[R wowLLL Nua•IaA31
611 ANTON BOULEVARD -
POST OTI Ice BOX 1950
COSTA MESA, CALIFORNIA 92628•1950
TELCON014C 17141 641-S100
1213) 625•7S66
TELCCOPICR 17441 546.903S
• TCLCR 610 996•1663
CAD" ADDRESS OUTAN TUC CSMA
June 13, 1988
VIA MESSENGER IN RCPLT PLEASC PLPCO TO
Mr. Uri E. Gati
GATI ASSOCIATES, INC.
14225 Ventura Blvd., #200
Sherman Oaks, CA 91423
Dawn C. Honeywell, Esq.
STRADLING, YOCCA, CARLSON & RAUTH
660 Newport Center Drive, Suite 1600
Newport Beach, CA 92660
Mr. Mike Adams
Director of Planning
CITY OF HUNTINGTON BEACH
2000 Main Street
Huntington Beach, CA 92648
Re: California Resorts DDA
Dear Uri, Dawn, and Mike:
I am enclosing a revised draft of the DDA which
incorporates the changes discussed in our June 1, 1988,
meeting at City Hall. If you want me to send a copy of the
document to anyone else, please let me know. My understand-
ing is that Mike will distribute copies of the DDA to anyone
else at City Hall who needs to review it.
I trust that the DDA is sufficiently close to the final
version of the document to enable us to proceed with the
6
-RUTAN & TUGKERl%_�
F• ATTORNEYS AT LAW
Mr. Uri E. Gati
Dawn C. Honeywell, Esq.
Mr. Mike Adams
June 13, 1988
Page 2
scheduled public hearing on June 27th. According to ray
notes, the only items remaining to be resolved are as
follows:
1. The Permitted Title Exceptions need to be listed in
Section 201.1. If preliminary title reports are
not already available, Uri or Mike should see that
they are ordered immediately. Uri's engineer will
have to review the underlying documents to
determine whether easements, etc., are consistent
with the development plan. Please advise me as
soon as -you have completed this task so that I can
incorporate the infornation into the DDA.
2. In our last meeting, it was agreed that the Agency
would notify Uri how much of the $1,000,000.00
available for relocation, oil, and hazardous waste
removal has already been spent. There is a blank
in Section 201.4 (11) to fill in this nur.^.ber.
Please advise.
3. My notes indicated that Mike Adams was going to
review the Schedule of Performance. To date, I
have not heard any of Mike's comments.
4. Mike was also going to review the language in the
Scope of Development regarding the Developer's
obligations to provide on -site parking.
If anyone has any questions regarding this last draft,
please let me know.
Very truly yours,
PUTAN & TUCKER
Jeffrey M. Oderman
JMO:jb
Enclosure
cc: Mr. Richard A. Harlow (w/encl.)
6/112/012304-0001/010
CITY OF HUNTINGTON BEACH
INTER -DEPARTMENT COMMUNICATION
ft-NIINGION REALM
To City Clerk's Office
Subject REViEV OF CALIFORNIA
RESORTS DDA
From Michael Adams,b15
Planning Director
Date June 14, 1988
A public notice published in the Daily Pilot on June 13, 20, 1988 stated that copies of the
Amended Disposition and Development Agreement and the Environmental Impact
Report between the Redevelopment Agency and California Resorts are currently on file
for public inspection in the City Clerk's office. (see attached copy of notice)
These copies will be available for review on the third floor at Shelley Stice's desk. Any
requests for copies may be directed to her.
MA:ss
(0780d)
�PUBL C NOTICF
PUBLIC NOTICE
P'jbUC 140TICE iPUi31iC 40TICf PUBLIC NOTICE
PUBLIC NOTICE
NOTICE OF A JOINT PUBLIC HEARING BY THE CITY COUNCIL OF HUNTINGTON
BEACH AND THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEAC_1
ON THE SECOND AMENDED DISPOSITION AND DEVELOPMENT AGREEMENT
BETWEEN THE REDEVELOPMENT AGENCY AND CALIFORNIA RESORTS.
NOTICE IS HEREBY GIVEN that the City Council of the City of Huntington Beach and
the Redevelopment Agency of the City of Huntington Beach will hold a joint public
hearing on June 27, 1988, at 7:00 PM in the Council Chambers, City Hall, 2000 Main
Street, Huntington Beach, California, to consider and act upon the Second Amended
Disposition and Development Agreement between the Redevelopment Agency of the City
of Huntington Beach and California Resorts and sale of the land pursuant thereto. The
Agreement provides for the development of a six-plex movie theatre, retail commercial
and office space along Main Street and public plaza with subterranean parking and
residential condominium units, within the Main -Pier Redevelopment Project Area.
Description of the sites can be found in the Agreement.
The terms of the lease and sale of property between the Agency and California Resorts
are set forth in the Agreement.
The proposed projects are covered by a final Environmental Impact Report for the
Main -Pier Redevelopment Project Area for which a Notice of Preparation was filed on
May 6, 1985.
Copies of the Amended Disposition and Development Agreement and the Environmental
Impact Report are on file for public inspection and copying for the cost of duplication at
the office of the City Clerk, City of Huntington Beach, California, between the hours of
8:00 AM and 5:00 PM, Monday thru Friday, exclusive of holidays.
Interested persons may submit written comments addressed to the City Clerk of the City
of Huntington Beach, Post Office Box 190, Huntington Beach, California 92648, prior to
the hour of 5:00 PM on June 24, 1988.
AT the time and place noted above, all persons interested in the above matter may appear
and be heard. '
Dated: June 10, 1988
CITY OF HUNTINGTON BEACH, By: Alica M. Wentworth, City Clerk
Published Orange Coast Daily Pilot June 13, 20, 1988