HomeMy WebLinkAboutCivic Center Partners - 1993-12-201
I r � A
REQUEST FOR REDEVELOPMENT AGEivCY ACTION
ED 93-52
Date: December 20, 1993
Submitted to: Honorable Chairman and Redevelopment Agency Members
Submitted by: -Ray Silver; Y t:,:`=, Executive DirectorA oF-i
Prepared by: Barbara A. Kaiser, Deputy City Administrator/Economic Development
Subject: PURCHASE AGREEMENT--YORKTOWN-LAKE SITE APPROVED BY CITY Ciili
Consistent with Council Policy? [ ] Yes [ ] New Policy or Exception 1921
Statement of Issue, Recommendation, Analysis, Funding Sourt*, Alternative
c`r1y(:LIRK
STATEMENT OF ISSUE:
The Redevelopment Agency directed staff to proceed with negotiations and the preparation of an
agreement to acquire five single family lots within the Yorktown -Lake Redevelopment Project
area. Negotiations have been completed and a Purchase Sale Agreement has been prepared for
consideration by the Agency.
RECOMMENDED AGENCY ACTION:
1. Approve Resolution No. o SQ approving the Purchase Sale Agreement between the
Agency and Civic Center Partners to acquire Lots 1-5 of Tract No. 13920 (located at
Yorktown and Lake) and authorizing Agency officials to execute documents as required.
2. Authorize the appropriation of $885,000 to purchase the property as indicated above for the
development of affordable senior citizen housing.
ANALYSIS:
For approximately one year staff has been negotiating for acquisition of the subject property for
use as a senior citizen housing site. At its meeting of Monday, December 6, 1993, the Agency
members directed staff to conclude negotiations on the terms presented and return with a
Purchase Sale Agreement at the Agency's meeting of December 20, 1993. Such agreement is
attached and the business points are summarized bei'ow.
• The Agreement is between the Redevelopment Agency and Civic Center Partners.
• The Agency will purchase five single family lots at the southeast corner of Yorktown and
Lake.
♦ The price is $885,000 for the 32,683 Sq. Ft. site. /
RCA ED 93-52
December 20, 1993
Page two
• The property will be used for construction of up to 25 senior housing units (13 minimum
required) subject to the normal entitlement process of the city.
• The sale is for property in an "as is" condition. Seller has provided soils/hazardous material
studies to the Agency and the Fire Department has determined that the site is "clean" (see
attached letter).
♦ The Agency's responsible for meeting remaining Conditional Use Permit conditions on the
project (such as alley construction and installation of a bronze plaque).
• An $88,500 deposit will be placed into escrow upon opening of escrow and will also be used
as Liquidated Damages if the Agency fails to perform.
♦ The Agency is required to secure seller review of the senior housing design at the
appropriate time.
• The Agency will reimburse the seller for park and recreation fees already paid.
• Approval of entitlements are the sole responsibility of the Agency.
The Agency's interest in acquisition of this parcel is to comply with the California Health and
Safety Code requirements which stipulate that the Redevelopment Agency is responsible for
assuring that fifteen percent of all privately developed units and thirty percent of all Agency
developed units within the project area are affordable. The minimum number of units necessary
to be developed to meet the requirements of the Code for the Yorktown -Lake Project area is
thirteen. The Agency does receive affordable housing credits for any units developed above
thirteen.
The benefits of the Agency acquisition of the site include the following:
1. The project is consistent with the adopted Agency Housing Policy;
2. The residential units will be affordable to very low and low income senior citizen
households;
3. The site is available now on a willing seller basis and no displacement of current occupants
will occur;
4. The development would meet Agency obligations for affordable units in the Yorktown -Lake
Project area;
5. The development of this site avoids the 2 to 1 requirements for units developed outside a
project area;
RCA ED 93-52
December 20, 1993
Page three
6. The price per unit to acquire the property is relatively low ($35,000 Q 25 units); and
7. The project may be eligible for future federal programs that could include partial
reimbursement for land.
Attached is a Summary of Production Housing Obligations for the five project areas and a
sample of per unit subsidy for various housing types.
FUNDING SOURCE:
Redevelopment Housing Set Aside Funds
ALTERNATIVE ACTIONS:
Do not approve the attached agreement. This will require that the Agency pursue other
alternatives to meet the housing obligations created in the Yorktown -Lake Project area.
ATTACHMENTS:
1. Summary of Redevelopment Housing Obligations
2. Subsidy by Housing Type
3. Purchase Sale Agreement
4. Fiscal Impact Statement
5. Fire Department Memo
MTUIBAKISVK:jar
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FIRST AMERICAN TITLE INSURANCE COMPANY
114 EAST FIFTH STREET
SANTA ANA, CALIFORNIA 92701
(714) 558-3211
(FAX 714-647-2149)
October 11, 1995
City of HB Redevelopment
Agency of The City of HB
2000 Main street
Huntington Beach, California 92648
Attn: Linda Suraci
Gentlemen
Re: Escrow No. 1594182R
Seller: Civic Center Partners
Yorktown Avenue & Lake Street
In reference to the above numbered escrow, please find enclosed a certified copy of the
Purchase Agreement as requested. Please be advised that we also certified the License
Agreement attached as Exhibit "B" to the Purchase and Sale Agreement since we currently
have the original in our file.
If you have any questions regarding the above, please do not hesitate to contact the
undersigned.
�- �A C�-.M-T
Toni Rice
Senior Escrow Officer
National Accounts
TR:It
enc.
RECEIVED
70
DEPARTMENT QE
ECONOMIC DEVELOPMENT
• �'�f' I G i NR �
r: -
PURCHASE SALE AGREEMENT -'
_TjJ1!e, Escrow No. 15 J `i } � ("Escrow")
Title Insurance Company Escrow Officer; ► 0.1- Lc_
("Escrow Holder") Opening of Escrow_L_ tA-.`L��
date
THIS PURCHASE SALE AGREEMENT ("Agreement") is made
this -�c3_ day of P��r-.,�..! _, 1993, by and between
CIVIC CENTER PARTNERS, a California general partnership
("Seller"), and the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON
BEACH, a public, corporate instrumentality of the State of
California ("Buyer" or "Agency").
R E C I T A L S
Q.
A. Seller is the owner of that certain real property located
in the City of Huntington Beach, County of Orange, State of
California commonly known as the corner of Yorktown Avenue and
Lake Street, more particularly described in Exhibit "A", attached
hereto and incorporated herein by this reference (the "Land"),
together with the improvements located on the Land (the
"Improvements"). The Land, together with the Improvements, are
hereinafter collectively referred to as the "Property" or
"Conveyance Parcel".
B. Buyer desires to purchase, and Seller desires to sell,
the Property subject to the terms and provisions contained herein.
WE HEREBY CERTIFY THIS TO BE
A TRITE AND CORRECT COPY
Rm Ama TI1w WM
9793SCLjn 1 BY.
C. The purchase of the property will be of benefit to the
Yorktown -Lake Redevelopment Project Area by providing land
sufficient for the future development of affordable housing units
to meet state law requirements for the same.
NOW, THEREFORE, in consideration of the foregoing recitals and
the covenants and conditions contained herein and in the other
documents referred to herein relating to the purchase and sale of
the Property, and other valuable consideration, the receipt of
which are hereby acknowledged, Buyer and Seller agree to the
following:
1. PARTIES TO THE AGREEMENT
A. Buyer/Agency
The Agency is a public body, corporate and politic, exercising
governmental functions and powers and organized and existing under
Chapter 1 of the Community Redevelopment Law of the State of
California. The principal office of the Agency is located at the
Civic Center, 2000 Main Street, Huntington Beach, CA 92648
B. Seller/Partnership
The Partnership is CIVIC CENTER PARTNERS, a California general
partnership. The address of the partnership is 1941 Lake Street,
Huntington Beach, CA 92648.
2. REPRESENTATIONS AND WARRANTIES OF THE PARTIES
A. The Seller represents and warrants to the Agency as
follows:
9793SCLjn
2
(a) The Seller has duly authorized, executed and
delivered this Agreement and any and all other agreements
and documents required to be executed and delivered by
Seller in order to carry out, give effect to, and
consummate the transactions contemplated by this Agreement.
(b) Except for those obligations approved in writing
by the Agency, Seller does not have any material contingent
obligations or any material contractual agreements which
could materially adversely affect the ability of the Seller
to carry out its obligations hereunder.
(c) There are no known material pending or, so far as
is known to the Seller, threatened, legal proceedings to
which the Seller is or may be made a party to or which any
of its property is or may become subject, which has not
been fully disclosed in the material submitted to the
Agency.which could materially adversely affect the ability
of the Seller to carry out its obligations hereunder.
(d) There is no action or proceeding pending or, to
the Seller's best knowledge, threatened, looking toward the
dissolution or liquidation of the partnership and there is
no action or proceeding pending or, to the Seller's best
knowledge, threatened by or against the Seller which could
affect the validity and enforceability of the terms of this
Agreement, or materially and adversely affect the ability
of the Seller to carry out its obligations hereunder.
9793SCLjn
3
(e) The Seller has performed all of its obligations
to be performed at or prior to the date of Seller's
execution of the Agreement in accordance with this
Agreement and is not in default hereunder.
Each of the foregoing items (a) to (e), inclusive shall be
deemed to be an ongoing representation and warranty. Seller
shall advise the Agency in writing if there is any change
pertaining to any matters set forth or referenced in the
foregoing items.
H. The Agency warrants and represents to the Seller as
follows:
(a) The Agency has duly authorized, executed and
delivered this Agreement and any and all other agreements
and documents required to be executed and delivered by the
Agency in order to carry out, give effect to, and
consummate the transactions contemplated by this Agreement.
(b) The Agency does not have any known material
contingent obligations or any known material contractual
agreements which could materially adversely affect the
ability of the Agency to carry out its obligations
hereunder.
(c) There are no known material pending or
threatened, legal proceedings to which the Agency is or may
be made a party or to which any of its property is or may
become subject, which has not been fully disclosed in the
9793SCtjn 4
material submitted to the Buyer which could materially
adversely affect the ability of the Agency to carry out is
obligations hereunder.
(d) There is no action or proceeding pending or, to
the Agency's best knowledge, threatened, looking toward the
dissolution or liquidation of the Agency and there is no
action or proceeding pending or, to the Agency's best
knowledge, threatened by or against the Agency which could
affect the validity and enforceability of the terms of this
Agreement, or materially and adversely affect the ability
of the Agency to carry out its obligations hereunder.
(e) The Agency has performed all of its obligations
to be performed at or prior to the date of Agency's
execution of the Agreement in accordance with this
Agreement and is not in default hereunder.
Each of the foregoing items (a) to (e), inclusive shall be
deemed to be an ongoing representation and warranty. The
Agency shall advise the Seller in writing if there is any
change pertaining to any matters set forth or referenced in the
foregoing items.
3. PURCHASE AND SALE
Subject to the terms and conditions of this agreement,
CIVIC CENTER PARTNERS hereby agrees to sell the property to the
Agency and the Agency shall purchase the property from CIVIC
CENTER PARTNERS.
9793SCLjn 5
4. PURCHASE PRICE
The purchase price (the "Purchase Price") for the Property
shall be Eight Hundred Eighty -Five Thousand Dollars
($885,000). Seller and Buyer intend and agree that the
Purchase Price to be paid by Buyer to Seller hereunder includes
compensation for the Land and Improvements, and all other
interests of whatever kind and nature which exist or may arise
out of the Buyer's acquisition of the Property for
redevelopment or any other purpose; provided that Seller shall
have the right to remove, prior to close of escrow, any
personal property, furnishings, fixtures and equipment which
may be on the property with the exception of one sign and other
property which is the subject of a license agreement between
the parties hereto and is hereby incorporated and attached as
Exhibit "B".
5. PAYMENT OF PURCHASE PRICE
The Purchase Price shall be paid as follows:
A. Buyer shall deliver to Escrow Holder, upon the opening
of Escrow, in immediately available funds in the form of cash
or a certified check, the sum of Eighty -Eight Thousand
Five -Hundred Dollars ($88,500) ("Buyer's Deposit").
B. Buyer shall deliver to Escrow Holder, five working
days prior to the close of Escrow, in immediately available
funds in the form of cash or a certified check, the sum of
Seven Hundred Ninety -Six Thousand Five Hundred Dollars
($796,500).
6. ESCROW
References in this Agreement to the "Opening of Escrow"
shall mean the date upon which a copy of this Agreement, signed
9793SCLjn 6
C J
•
by both parties, is deposited with Escrow Holder. The Opening
of Escrow shall occur within fifteen (15) days of Agency
approval of this Agreement, provided that Buyer and Seller may
mutually agree to extend the time period for Opening of
Escrow. Escrow Holder will notify both parties when Escrow has
opened.
By such deposit, Escrow Holder is hereby authorized and
instructed to act in accordance with the provisions of this
Agreement. Buyer and Seller shall each deposit such other
instruments acz are reasonably necessary to close Escrow and
complete the sale and purchase of the Property in accordance
with the terms of this Agreement.
The rights and obligations of each party set forth in this
Agreement and agreed to be undertaken by each party are made in
and under the terms of this Agreement independent of Escrow.
If any requirements relating to the duty of the Escrow Holder
under this Agreement are not reasonably acceptable to the
Escrow Holder, or if Escrow Holder determines that it requires
additional instructions in order to perform its duties
hereunder, the parties agree to make such deletions,
substitutions and additions to these escrow instructions as may
be mutually agreed upon by the parties provided such deletions,
substitutions and additions do not substantially change the
Agreement or its intent.
7. CLOSE OF ESCROW
Escrow shall close within thirty days from the opening
date, provided that Buyer and Seller may mutually agree to
extend the time period for the Close of Escrow.
9793SCLjn 7
For purpose of this Agreement, the "Close of Escrow" shall
mean the date Seller's Grant Deed, as defined herein, is filed
for recordation with the Recorder of Orange County, California.
If Escrow should fail to close because of the failure of
Buyer to comply with its obligations under this Agreement, the
costs of Escrow to the date Escrow is terminated shall be paid
by Buyer. If Escrow should fail to close because of the
failure of Seller to comply with its obligations under this
Agreement, the costs of Escrow to the date Escrow is terminated
shall be paid by Seller. If Escrow should fail to close for
any other reason, the costs of Escrow and of terminating the
Escrow shall be paid equally by both parties.
$. QQSTS__ANP PRORATIONS
A. Prorptigns. Escrow Holder shall prorate the real
property taxes affecting the Property between Seller and Buyer
as of the Close of Escrow based upon the latest available tax
bill. The parties agree that if such prorations are inaccurate
due to the fact that the latest available tax bill does not
represent the taxes actually assessed, the parties will, as
soon as tax bills actually covering the period during which the
Close of Escrow takes place are available, make such further
adjustments outside of Escrow as may be appropriate.
B. Al1oGation_of £Scrow Fg s,_Closing Cost and _Recordinc�
Fees,
The costs associated with the closing and escrow fees
shall be apportioned as follows:
(a) Es�Lr ow Qarges. Buyer shall pay one-half of the
escrow fee and all of Escrow Holder's customary
9793SCLjn 8
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charges to buyers for document drafting,
recording and miscellaneous charges. Seller
shall pay one-half of the escrow fee, all of
Escrow Holder's customary charges to sellers for
document drafting and charges incurred by Escrow
Holder on Seller's behalf.
(b) Titlg Insura gQ premiums. Seller shall pay the
cost of a CLTA Owner's Title Insurance policy.
If Buyer elects to obtain an extended coverage
ALTA Owner's Title Insurance policy, Buyer shall
pay the additional title charges to obtain the
extended coverage. Buyer shall be responsible
for obtaining and paying the cost of any ALTA
survey required to obtain extended coverage.
(c) Transfer Taxgs. Seller shall pay all city and
county transfer taxes and Buyer shall pay all
sales taxes due against any portion of the
Property subject to sales tax.
(d) Other Closing C sts.. All other closing costs
shall be allocated between the parties in
accordance with custom and usage in Orange County.
9. BUYER'S CONDITIONS PRECEDENT TO CLOSING
The obligation of Buyer to complete the purchase and sale
of.the Property is subject to satisfaction of the conditions
set forth below at or prior to the Closing Date:
A. Seller shall deliver through escrow (i) an executed
and recordable grant deed in the form of Exhibit "C" attached
hereto and incorporated herein by this reference, sufficient: to
9793SCLjn 9
0 i
convey title to Buyer (the "Grant Deed"), subject only to the
matters described in Section (c), below, and all other
documents referenced in this Agreement.
B. Seller is not in default in any of its obligations
under the terms of this Agreement, and all of Seller's
representations and warranties contained herein shall be true
and correct in all respects.
C. Escrow Holder has committed to deliver to Buyer an
extended coverage CLTA Owner's Policy of Title Insurance dated
as of the Close of Escrow, insuring Buyer in an amount equal to
the Purchase Price, and showing title to the Land vested in
Buyer subject only to:
(a) Current real property taxes and all unpaid
general and special bonds or assessments;
(b) The printed exceptions contained in said title
insurance policy;
(c) All exceptions shown in the preliminary title
report prepared by Escrow Holder and delivered to
Buyer, unless Buyer reasonably objects to any
such exception(s) within ten (10) days of
delivery of such report to Buyer, in which case
Seller shall either remove such exception(s)
prior to the close of escrow or terminate this
escrow upon ten (10) days written notice to
Buyer; and
(d) Any matter suffered, approved or created by Buyer.
9793SCLj n 10
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10. SELLER'S ONDIT N PRECEDENT TO CLOSING
The obligation of Seller to complete the purchase and sale
of the Property is subject to the satisfaction of the
conditions set forth below at or prior to Close of Escrow.
A. Buyer is not in default in any of its obligations
under the terms of this Agreement, and all Buyer's
representations and warranties contained herein shall be true
and correct in all respects.
B. Buyer shall have deposited with Escrow Holder
immediately available funds in an amount sufficient to cover
Buyer's Deposit, the Purchase Price, and Buyer's share of
prorations and costs described herein.
C. This Agreement and each of the documents required to
be prepared pursuant to this Agreement shall have been executed
by Buyer and delivered to Escrow Holder.
11. CONDIT10N OF THE SITE
Except as otherwise provided in this Agreement, Seller
makes no representations or warranties as to the physical
condition of the Property or in connection with any matter
relating to its condition, value, fitness, use or zoning which
Buyer has relied upon directly or indirectly. Further, except
as otherwise provided in this Agreement, Seller makes no
representation or warranty as to any operative or proposed
governmental laws and regulations (including but not limited to
zoning, environmental and land use laws and regulations) to
9793SCLjn 11
i -*
which the Property may be subject. Buyer acknowledges that the
purchase of the Property will be on the basis of Buyer's
independent review of environmental assessment materials
provided by Seller, physical investigations made by Buyer, if
any, and the operative or proposed governmental laws and
regulations, (including but not limited to zoning,
environmental and land use laws and regulations) affecting or
applicable to the Property.
Buyer understands and acknowledges that the Property has
been used for many years as an oil production field and
automotive repair shops. Oil and other hydrocarbon products of
a possibly hazardous nature may be present, and Buyer
understands that Seller does not currently have the requisite
information to determine the exact nature or condition of the
Property nor the effect any such use has had on the physical
condition of the Property. The Property also may contain
buried pipelines, oil production facilities and equipment, the
locations of which cannot now be determined. Seller shall
disclose to Buyer all material findings of which it is
currently aware or becomes aware prior to the Closing Date,
with respect to the physical condition of the Property. As
used herein, "material" shall mean all substantive findings
that would influence or tend to influence Buyer's decision to
acquire the Property. Except for matters arising from or
attributable to a material finding known to Seller and not
9793 SCT,j n 12
disclosed to Buyer, Buyer will acquire the property in an "AS
IS" condition. Buyer assumes the risk that the applicability
and effect of such governmental laws and regulations may not
have been revealed by Buyer's investigation. Nothing herein
shall preclude Buyer from taking any legal action necessary to
effect site remediation in the future, should the presence of
hazardous material be discovered. "Hazardous material" shall
mean any substance of any form, the existence of which shall
preclude development on account of any local, state or federal
environmental law, regulation or requirement.
12. ESQRQW MOLDER'S INSIRQCTIONS
At such time as (i) the conditions precedent to Close of
Escrow have been satisfied or waived, (ii) Escrow Holder is
prepared to issue the title policy described in Section 9(c)
above, and (iii) Escrow Holder has received the documents and
funds specified in Sections 4 and 5 above, Escrow Holder shall:
a) record the grant deed in the Office of the County
Recorder of Orange County, California;
(b) deliver to Seller funds in an amount which
represents the balance of the purchase price of
Eight Hundred Eighty -Five Thousand Dollars
($885,000) less proration of taxes and any
existing encumbrances.
13. $ JURVI"BILITY
All covenants of Buyer and Seller which are expressly
intended hereunder to be performed in whole or in part after
the Close of Escrow, and all representations, warranties and
indemnities by either party to the other, shall survive the
9793SCLjn 13
Close of Escrow and be binding upon and inure to the benefit of
the respective parties hereto and their respective heirs,
successors and permitted assigns. Any agreements,
understandings, warranties or representations not expressly
contained herein shall in no way bind either Seller or Buyer.
Seller and Buyer each expressly waives any right of rescission
and all claims for damages by reason of any statement,
representation, warranty, promise and/or agreement, if any, not
contained in or attached to this Agreement.
14. BROKER'S C MMIS I N
Neither the Seller nor the Buyer shall be liable for any
real estate commissions or brokerage fees which may arise
herefrom. The Seller and the Buyer each represents that it has
not engaged any broker, agent or finder in connection with this
transaction, and each agrees to defend, indemnify and hold
harmless the other parties from and against any claim with
respect to such commissions based upon the acts of such party.
15. WAIVER, CONSENT AND REMEDIES
Each provision of this Agreement to be performed by Buyer
and Seller shall be deemed both a covenant and a condition and
shall be a material consideration for Seller's and Buyer's
performance hereunder, as appropriate, and any breach thereof
by Buyer or Seller shall be deemed a material default
hereunder. Each party may specifically and expressly waive in
writing any portion of this Agreement or any breach thereof,
but no such waiver shall constitute a further or continuing
waiver of a preceding or succeeding breach of the same or any
other provision. A waiving party may at any time thereafter
9793SCLjn 14
•
require further compliance by the other party with any breach
or provision so waived. The consent by one party to any act by
the other for which such consent was required shall not be
deemed to imply consent or waiver of the necessity of obtaining
such consent for the same or any similar acts in the future.
No waiver or consent shall be implied from silence or any
failure of a party to act, except as otherwise specified in
this Agreement. All rights, remedies, undertakings,
obligations, options, covenants, conditions and agreements
contained in this Agreement shall be cumulative and no one of
them shall be exclusive of any other. Except as otherwise
specified herein, either party hereto may pursue any one or
more of its rights, options or remedies hereunder of may seek
damages or specific performance in the event of the other
party's breach hereunder, or may pursue any other remedy at law
or equity, whether or not stated in this Agreement.
16. NQTICE
Any notice, request, demand, consent, approval or other
communication required or permitted hereunder or by law shall
be validly given or made only if in writing and delivered in
person to an officer or duly authorized representative of the
other party or deposited in the United States mail, duly
certified or registered (return receipt requested), postage
prepaid, and addressed to the party for whom intended, as
follows:
9793SCL3n
15
If to Buyer: Redevelopment Agency of the
City of Huntington Beach
Michael T. Uberuaga,
Executive Director
2000 Main Street
Huntington Beach, CA 92648
If to Seller: Civic Center Partners
1941 Lake Street
Huntington Beach, CA 92648
Attn: Mr. J. M. Martin
with a copy to: Pacific Coast Homes
23 Corporate Plaza, Suite 250
Newport Beach, CA 92660-7912
Attn: Legal Department
Any party may from time to time, by written notice to the
other, designate a different address which shall be substituted
for that specified above. If any notice or other document is
sent by mail as aforesaid, the same shall be deemed fully
delivered and received forty --eight (48) hours after mailing as
provided above.
17. CENDER_AND NUMBER
In this Agreement (unless the context requires otherwise),
the masculine, feminine and neuter genders and the singular and
the plural shall be deemed to include one another, as
appropriate.
18. NONDISCRIMINATION
A. The Buyer covenants by and for itself and any
successors -in -interest that there shall be no discrimination
against or segregation of any person or group of persons on
9793SCLjn 16
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account of race, color, creed, religion, sex, marital status,
national origin or ancestry in the sale, lease, sublease,
transfer or use, occupancy, tenure or enjoyment of the
property, nor shall the Buyer 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 section, location, number, use or occupancy of tenants,
lessees, subtenants, sublessees or vendees of the property.
The foregoing covenants shall run with the land.
B. The Buyer shall refrain from restricting the rental,
sale or lease of the property on the basis of race, color,
creed, religion, sex, marital status, 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:
(a) 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, 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,
9793SCLjn 17
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establish or permit any such practice or practices of
discrimination or segregation with reference to the
selection, location, number, use or occupancy of tenants,
lessees, subtenants, sublessees or vendees in the land
herein conveyed. The foregoing covenants shall run with
the land."
(b) 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 discrimination against or
segregation of any person or group of persons
on account of race, color, creed, religion,
sex, marital status, ancestry or national
origin in the leasing, subleasing, transferring,
use, occupancy, tenure or enjoyment of the
premises herein leased nor shall the lessee
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, sublessees,
subtenants, or vendees in the premises herein
leased."
9793SCLjn 1.8
(c) In contracts: "There shall be no discrimination
against or segregation of, any person, or group of persons
on account of race, color, creed, religion, sex, marital
status, ancestry or national origin, in the sale, lease,
sublease, 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."
(d) The covenants established in this Agreement and
the deeds of conveyance for the property shall, without
regard to technical classification and designation, be
binding upon the Agency, its successors and assigns, the
City and any successor -in -interest to the property,
together with any property acquired by the Agency pursuant
to this Agreement, or any part thereof. The covenants
against discrimination shall remain in effect in perpetuity.
19. ENTI RE_ AGREEMENT
This Agreement and its exhibits constitute the entire
agreement between the parties hereto pertaining to the subject
matter hereof, and the final, complete and exclusive expression
of the terms and conditions thereof. All prior agreements,
representations, negotiations and understanding of the parties
9793SCLjn 19
!9
•
hereto, oral or written, express or implied, are hereby
superseded and merged herein.
20. CAPTIONS
The captions used herein are for convenience only and are
not a part of this Agreement and do not in any way limit or
amplify the terms and provisions hereof.
21. GOVERNING LAW
This Agreement and the exhibits attached hereto have been
negotiated and executed in the State of California and shall be
governed by and construed under the laws of the State of
California.
22. CON_ FLICJS 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.
The Buyer warrants that it has not paid nor given, and will not
pay nor give, any third party any money or other consideration
for obtaining this Agreement.
Conflicts of interest relating to this Agreement are
strictly prohibited. Except as otherwise expressly provided
herein, neither Buyer nor any director, employee or agent of
Buyer shall give to or receive from any director, employee or
9793SCLjn 20
i
•
agent of Seller any gift, entertainment or other favor of
significant value, or any commission, fee or rebate. Likewise,
neither Buyer nor any director, employee or agent of Buyer
shall enter into any business relationship with any director,
employee or agent of Seller (or of any affiliate of Seller),
unless such person is acting for or on behalf of Seller,
without prior written notification thereof to Seller.
23. INVALIDITY OF PROVISION
If any provision of this Agreement is applied to either
party or to any circumstance shall be adjudged by a court of
competent jurisdiction to be void or unenforceable for any
reason, the same shall in no way affect (to the maximum extent
permissible by law) any other provision of this Agreement, the
application of any such provision under circumstances different
from those adjudicated by the court, or the validity of
enforceability of this Agreement as a whole.
24. AMENDMENTS
No addition to or modification of any provision contained
in this Agreement shall be effective unless fully set forth in
writing and executed by both Buyer and Seller.
25. COUNTERPAR-'S
This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
9793SCLjn 21
26. GENERAL PROVISIONS APPLICABLE TQ ESCROW
(a) All disbursements shall be made by check of the
Escrow Agent. All funds received in this escrow
shall be deposited in one or more general escrow
accounts with any bank doing business in the
State of California and may be transferred to any
other general escrow account or accounts.
Recordation of any instruments delivered through
this escrow, if necessary or proper in the
issuance of the Buyer's Title Policy is hereby
authorized.
(b) The parties to this escrow jointly and severally
agree to pay all costs, damages, judgments and
expenses, including reasonable attorneys' fees,
suffered or incurred by the Escrow Agent in
connection with, or arising out of this Escrow,
including, but without limiting the generality of
the foregoing, a suit in interpleader brought by
the Escrow Agent. In the event Escrow Agent
files a suit in interpleader, it shall be fully
released and discharged from all obligations
imposed in this Escrow.
(C) All prorations and/or adjustments called for in
this Escrow are to be made on the basis of a
thirty (30) day month unless otherwise instructed
in writing.
9793SCLjn 22
27. 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 the public enemy;
epidemics; quarantine restrictions; freight embargoes; lack of
transportation; governmental restrictions or priority;
litigation; unusually severe weather; inability to secure
necessary labor; materials or tools; delays of any contractor,
subcontractor or supplier; acts or omissions of the other
party, acts or failures to act of the City of Huntington Beach
or any other public or governmental agency or entity (other
than the acts or failures to act of the Agency or the City of
Huntington Beach, other than in respect to the zoning of the
Property to allow development) or any other causes beyond the
control or without the fault of the party claiming an extension
of time to perform. 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 and shall
commence to run from the time of the commencement of the cause,
it notice by the party claiming such extension is sent to the
other party within thirty (30) days of the commencement of the
cause. Any requests for extension shall be in writing. Times
9793SCLjn 23
of performance under this Agreement may also be extended in
writing by the mutual agreement of Agency and Buyer.
Notwithstanding the foregoing Buyer is not entitled to
an extension of time to perform because of the past, present,
or future difficulty in obtaining suitable temporary or
permanent financing.
28. DEFAULTS - GENERAL.
Subject to the extensions of time set forth in paragraph 27
above, failure or delay by either party to perform any term or
provision of this Agreement constitutes a default under this
Agreement. The party who so fails or delays must immediately
commence to cure, correct, or remedy such failure or delay, and
shall complete such cure, correction or remedy with diligence.
The injured party shall give written notice of default
to the party in default, specifying the default complained of
by the injured party. Except as required to protect against
further damages, the injured party may not institute
proceedings for damages or specific performance against the
party in default until fifteen (15) days after giving such
notice or, provided that the party is proceeding with diligence
to cure, such greater time as may be necessary to cure given
the nature of the default. Failure or delay in giving such
notice shall not constitute a waiver of any default, nor shall
it change the time of default.
9793SCLjn 24
29. ASSIGNMENT OF CONDITIONS OF APPROVAL.
Seller shall assign and Buyer shall accept an assignment of
those Conditions of Approval ("Conditions"), in the form of
Exhibit "D" attached hereto and incorporated herein by this
reference, imposed by the City of Huntington Beach affecting
Tract Map Nos. 13569 and 13920, as such conditions relate to
the Property. Buyer shall be responsible for fulfilling said
Conditions.
The conditions assumed by Buyer include the obligation to
construct one-half of the alley off Lake Street and the entire
alley from Yorktown to the Lake Street alley. In the event
that Seller elects to construct said alleys, or is required to
install these alleys in order to secure permits for the
development of its adjacent project, then Seller shall have the
right to construct either or both of said alleys. In such
event, Buyer shall compensate Seller the amount not to exceed
Twenty Four Thousand, Three -Hundred Seventy -Eight Dollars
($24,378.00) for the construction of the alley off Lake Street
and an amount not to exceed Twenty Four Thousand, Twenty Eight
Dollars ($24,028.00) for the construction of the alley off
Yorktown. Further, Buyer shall cooperate by allowing Seller to
enter the subject property for the construction of the
alley(s). A specific cost estimate and site map depicting the
alley ways is attached hereto as Exhibit E.
9793SCLjn 25
i _0
30. LIQUIDATED DAMAGES TO SELLER.
IF BUYER DEFAULTS IN THE PERFORMANCE OF ITS OBLIGATIONS
UNDER THIS AGREEMENT, THE ENTIRE DEPOSIT OF EIGHTY-EIGHT
THOUSAND FIVE HUNDRED DOLLARS ($88,500), PLUS ALL INTEREST
ACCRUED THEREON, IF ANY, SHALL BE RETAINED BY SELLER AS DAMAGES
FOR BUYER'S DEFAULT. BUYER AND SELLER ACKNOWLEDGE THAT THEY
HAVE MADE GOOD FAITH REASONABLE EFFORTS TO DETERMINE WHAT
SELLER'S DAMAGES WOULD BE IN THE EVENT OF A DEFAULT BY BUYER
AND THEY HAVE BEEN UNABLE TO ARRIVE AT ANY MEANINGFUL FORMULA
OR MEASURE OF DAMAGES FOR BUYER'S DEFAULT. BUYER AND SELLER
THEREFORE AGREE THAT SUCH DAMAGES WOULD BE EXTREMELY DIFFICULT
AND IMPRACTICAL TO DETERMINE IN THE EVENT OF BUYER'S DEFAULT.
THE DEPOSIT, PLUS ALL INTEREST ACCRUED THEREON, SHALL SERVE AS
LIQUIDATED DAMAGES AND SHALL BE SELLER'S SOLE RIGHT TO DAMAGES
AND SELLER WAIVES ALL RIGHT TO SPECIFIC PERFORMANCE. BY
INITIALING OR SIGNING WHERE INDICATED BELOW, THE PARTIES
SPECIFICALLY APPROVE THIS LIQUIDATED DAMAGES PROVISION.
Buyer's fnitials S ller's Initials
31. THE PROJECT -- STANDARDS AND RESTRICTIONS
Buyer shall develop the Property solely as an "age
restricted" project (occupancy based on age i.e., minimum age
of 55 years to rent or own) with a maximum of 25 units. The
architecture of said Project shall be compatible with the
adjacent development known as "The Huntington Classics" {shown
on Tract Map Nos. 13569 and 13920. Prior to processing with
the City of Huntington Beach, Buyer shall submit to the
9793SCLjn
26
0 -/0
Architectural Committee of the Huntington Classic (the
"Committee") for review and comment all plans for development
of the Property. The Committee shall respond with its comments
to the plans within thirty days of submittal. The provisions
of this paragraph shall survive for fifteen (15) years
following the close of escrow.
32. PARK_ AND RECREATION FEES
Seller has already paid to the City of Huntington Beach the
Parks and Recreation fees due for the development of the
Property. Buyer agrees to assist Seller obtain a reimbursement
of said fees from the City of Huntington Beach.
33. BRONZE PLAQUE
Historical monumentation, consisting of a bronze plaque,
with sketch drawing of the previously existing historical
buildings on the site and written description thereof, as
required by Environmental Impact Report 89-3, shall be provided
by Seller to Buyer prior to the close of escrow.
9793SCLjn 27
-i
IN WITNESS WHEREOF, Seller and Buyer have signed this
Agreement on the respective dates set forth below.
BUYER:
REDEVELOPMENT AGENCY OF
THE CITY OF HUNTINGTON BEACH
Chairman Date
APPROVED AS TO FORM:
Agency Special Counsel Date
TESTS
Agency Cleric Date
REVIEWED AND APPROVED:
Exec ive D* a or Date
r. / 2 -27
SELLER:
CIVIC CENTER PARTNERS,
a California general partnership
By PACIFIC COAST HOMES,
a California corporation
By:
(name)--D-L014--
Its: \A(- PSI %'0-*rs- Date: kt't` 97z,
APPROVED AS
A�S, TO FORM:
Ag cy Co nse pate.?
INITIATED AND APPROVED:
Director of Date
Economic
Development
By J. M. MARTIN DEVELOPMENT CORPORATION,
a California Corporation
By:
_Lname) _
Date
`i -�� L-,Lk
9793SCLjn 28
IN WITNESS WHEREOF, Seller and Buyer have signed this
Agreement on the respective dates set forth below.
BUYER:
REDEVELOPMENT AGENCY OF
THE CITY OF HUNTINGTON BEACH
Chairman Date
APPROVED AS TO FORM:
Agency Special Counsel Date
TEST;
Agency Clerk Date
REVIEWED AND APPROVED:
E ec ive i for Date
12 -23-y,?
SELLER:
CIVIC CENTER PARTNERS,
a California general partnership
By PACIFIC COAST HOMES,
a California corporation
By:
(name)
Its: Date:
PROVED AS TO FORM:
�n,Aq�a� u 9te
INITIATED AND APPROVED:
Director of Date
Economic
Development
By J. M. MARTIN DEVELOPMENT CORPORATION,
a California Corp ation
i ILI
By
Date:
9793SCLjn 28
EXHIBIT A
LEGAL DESCRIPTION
Lots 1 through 5 of Tract 13920 as shown on a map
filed in Book 673, pages 14 to 16 inclusive of Miscellaneous Maps,
official records of Orange County, California
• EXHIBIT B
LICENSE AGREEMENT BETWEEN THE
REDEVELOPMENT AGENCY OF THE
CITY OF HUNTINGTON BEACH AND
CIVIC CENTER PARTNERS FOR USE OF
AGENCY -OWNED PROPERTY
n�
This License Agreement is made and entered into this '� 3 day of
1993, by and between the Redevelopment Agency of the
City of Huntington Beach, a public body corporate and politic ("Licensor") and
Civic Center Partners, a California general partnership ("Licensee")
WHEREAS, LICENSEE wishes to use certain real property more
particularly described in Exhibit "A" hereto (the "Property"), owned by Licensor,
for the purpose of maintaining advertising signage and landscaping for the
adjacent "Huntington Classics" development, and Licensor desires to allow such
use,
NOW, THEREFORE, in consideration of the foregoing and for valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
6►
Permission is hereby given by Licensor to Licensee, its authorized
employees, agents, and contractors, to enter upon and use the Property at no
cost to Licensee, as legally described in Exhibit "A" attached hereto and
incorporated by this reference as fully set forth herein, for the purposes of
1) maintaining advertising signage and landscaping for Licensee's housing
development, 2) temporary storage of construction materials, equipment and a
construction trailer for use in connection with adjacent construction.
we HEREsy CERTIFY -TH1$ i4 BE
A 1FIUE AND CORRECY
COPY
pit rk»
BY
Vag reekivcnlh ;81793
• 0
The right of entry on said real property is subject to the following
terms and conditions:
Licensee shall use the Property exclusively for purposes
stated above. Such use shall include, but not be limited to, installation,
maintenance repair and removal of signage and landscaping, construction
related storage and operations, including construction of the alley on the
premises, if alley construction is required by the City of Huntington Beach.
Licensee hereby agrees to protect, defend, indemnify and
hold and save harmless Licensor, its officers and employees, against any and all
liability, claims, judgments, costs and demands, however caused, including those
resulting from death or injury to Licensee's employees and damage to Licensee's
property, arising directly or indirectly out of the License herein granted by
Licensor, including those arising from the passive concurrent negligence of
Licensor, but save and except those which arise out of the active concurrent
negligence, sole negligence, or the sole willful misconduct of Licensor. Licensee
will conduct all defense at its sole cost and expense. Licensor shall be
reimbursed by Licensee for all costs or attorney's fees incurred by Licensor in
enforcing this obligation.
*: •► 'ff IKIII, I,•►
Pursuant to the California Labor Code Section 1861,
Licensee acknowledges awareness of Section 3700 et seq. of said code, which
requires every employer to be insured against liability for workers' compensation;
Licensee covenants that it will comply with all such laws and provisions prior to
commencing performance of the work hereunder.
2
slag rce5cpv[nthX87 793
0
Licensee shall maintain such Workers' Compensation Insurance in
an amount of not less than One Hundred Thousand Dollars ($100,000) bodily
injury by accident, each occurrence, One Hundred Thousand Dollars ($100,000)
bodily injury by disease, each employee, and Two Hundred Fifty Thousand
Dollars ($250,000) bodily injury by disease, policy limit, at all times incident
hereto, in forms and underwritten by insurance companies satisfactory to
Licensor.
Licensee shall require all subcontractors to provide such Workers'
Compensation Insurance for all of the subcontractor's employees. Licensee
shall furnish to Licensor a certificate of waiver of subrogation under the terms of
the Workers' Compensation Insurance and Licensor shall similarly require all
subcontractors to waive subrogation.
Licensee shall carry at all times incident hereto, on all
operations to be performed hereunder, general liability insurance, including
coverage for bodily injury, property damage, and blanket contractual liability.
Said insurance shall also include automotive bodily injury and property damage
liability insurance. All insurance shall be underwritten by insurance companies in
forms satisfactory to Licensor for all operations, subcontract work, contractual
obligations, and all owned vehicles and non -owned vehicles_ Said insurance
shall name the Licensor, its officers, agents and employees and all public
agencies as determined by the Licensor as Additional Insureds. Licensee shall
subscribe for and maintain said insurance policies in full force and effect during
the life of this Agreement, in an amount of not less than One Million Dollars
($1,000,000) combined single limit coverage. If coverage is provided under a
form which includes a designated general aggregate limit, such limit shall be no
less than One Million Dollars ($1,000,000). In the event of aggregate coverage,
3
s1'ogre0civCnt,OWM
0
Licensee shall immediately notify Licensor of any known depletion of limits.
Licensee shall require its insurer to waive its subrogation rights against Licensor
and agrees to provide certificates evidencing the same.
Prior to commencing performance of any work upon the
property as Licensed hereunder, Licensee shall furnish to Licensor certificates of
insurance subject to approval of the City Attorney evidencing the foregoing
insurance coverages as required by this Agreement, said certificates shall
provide the name and policy number of each carrier and policy, and shall state
that the policy is currently in force and shall promise to provide that such policies
will not be cancelled without thirty (30) days prior written notice to Licensor.
Licensee shall maintain the foregoing insurance coverages in force until the
License granted under this Agreement is terminated.
The requirement for carrying the foregoing insurance shall not
derogate from the provisions for indemnification of Licensor by Licensee under
this Agreement. Licensor or its representative shall at all times have the right to
demand the original or a copy of all said policies of insurance. Licensee shall
pay, in a prompt and timely manner, the premiums on all insurance hereinabove
required.
A separate copy of the additional insured endorsement to each of
Licensee's insurance policies, naming the Licensor, its officers and employees
as Additional Insureds shall be provided to the City Attorney for approval prior to
any payment hereunder-
F. Licensee hereby releases and forever discharges Licensor
of and from any and all claims, demands, actions or causes of action whatsoever
which Licensee may have, or may hereafter have, against the Licensor
4
sIW9'ee'-uvu+tIM2793
specifically arising out of the matter of the entry of Licensee pursuant onto the
Property pursuant to this Agreement. This is a complete and final release and
shall be binding upon the undersigned and the heirs, executors, administrators,
successors and assigns of Licensee and covers claims arising out of or
connected with Licensee's use of the Property. Licensee hereby expressly
waives any right under or benefit of any law of any jurisdiction whatsoever
providing to the contrary. Neither the acceptance of this release nor any
payment made hereunder shall constitute any admission of any liability of
Licensor.
G. Licensee shall not alter, damage or commit any kind of
waste upon the Property or any improvement, equipment or personal property
thereon and shall not interfere in any manner with the operations or activities of
Licensor.
H. Licensee shall keep any equipment used or brought onto the
Property under its absolute and complete control at all times and said equipment
shall be used on the Property at the sole risk of Licensee. Licensee shall bring
no animals onto the Property.
I. Licensee agrees to furnish all labor, tools, equipment and
material for the performance of the work done by it in connection with such use
and to pay all taxes assessed on wages for said labor and to make any and all
reports required in connection therewith.
J_ Licensee agrees that all work done or undertaken by it on
the Property shall be for its sole account and not as an agent, servant or
contractor for Licensor and to indemnify and hold Licensor and the Property
harmless from and against all claims or liens of workmen and materialmen,
including but not limited to, the payment of attorney's fees.
5
Vogreelc vcnPA62%rya
0 0
K. Licensee agrees that the permission herein extended shall
be personal to it and that it shall not assign or permit any third party to avail itself
of any of the privileges granted hereunder.
L. No interest of any kind is hereby given and Licensee shall
never assert any claim or title to the Property except as reflected in Section M
below.
M. Licensee acknowledges that the License granted hereunder
shall terminate upon the first to occur of: (1) the sale of the final unit of
Licensee's adjacent Huntington Classics project or (2) the physical
commencement of structural construction on the premises by Licensor.
N. Licensee acknowledges that it is Licensee's intention to
enter into a purchase agreement to acquire the Property from Licensor.
O. All notices given hereunder shall be effective when
personally delivered or if mailed, within 48 hours of the deposit of such notice in
the U.S. Mail, prepaid, and certified with return receipt requested and addressed
to any representative or employee of Licensee or to Licensor's Project Manager
at the respective addresses shown below.
3. NOTICE
Licensor shall give Licensee thirty (30) days written notice prior to
commencing construction.
If to Licensee: Civic Center Partners
1941 Lake Street
Huntington Beach, CA 92648
Attention: Mr. J. M. Martin
If to Licensor. Redevelopment Agency of the
City of Huntington Beach
2000 Main Street
Huntington Beach. CA 92648
Attention: Ms Barbara Kaiser
6
sFOgraC'.C,vCntLLB? r 93
In witness whereof, the parties hereto have executed this Agreeent by
and through their authorized officers on the date first above written.
LICENSEE: LICENSOR:
CIVIC CENTER PARTNERS, REDEVELOPMENT AGENCY OF
a California general partnership THE CITY OF HUNTINGTON BEACH
�v�By: 1A L�1___ By:
Print Name: d!!j! ,' Print Name: V r_gA T. ul.Q„cAL c,
Its: Fr �11 �,,.�-., Its: J
ATTEST: APPROVED AS TO FORM:
By:ZL12E
Connie Brockway, Agenc Clerk ail tto gencV Counsel � J
REVIEWED AND APPROVED: INITIATED AND APPROVED:
By: By: (!:�
M'(,h42Ff Uberuaga Barbara Kaiser
Executive Director Director of Economic Development
7
sAagfeOavrn9:v:92793
• Exhibit D
Conditions of Approval
Tentative Tract Map No-13920
Depict minimum 22 foot building setback restriction from westerly boundary of 20 foot
wide alleyway.
Depict a landscape easement (minimum 50 square feet) at the Lake and Yorktown
corner for historical monumentation.
Twenty-four (24) inch box eucalyptus ficifolia shall be planted in the Lake Street
parkway as required by the Landscape Division.
Landscaping within public right-of-way shall be maintaincd by the homeowners. The
5-foot wide sideyard landscaping in public right-of-way shall be properly irrigated and
planted per Public Works Department requirements.
All streets and alleys within the project site shall be fully improved as indicated on the
tentative tract map.
Vehicular access rights on Lake Street and Yorktown Avenue shall be dedicated to the
City except at approved alley intersections.
Historical monumentation consisting of a bronze plaque (with sketch drawing of the
buildings and written description) on a base shall be prepared at the developer's
expense, reviewed by the Historical Resources Board and Design Review Board, and
installed prior to final inspection of the first completed dwelling unit or within 12
months, whichever occurs first.
Prior to issuance of building permits, the applicant shall complete the following:
a. A detailed landscape and irrigation plan to the Department of Community
Development and Public Works for review and compliance shall be submitted.
Said plan shall include the specie of each 36-inch box tree required for each lot.
Any existing mature trees on site shall be retained and incorporated into the site
plan to the maximum extent feasible, except those in the public right-of-way or
in locations identified for construction. Any existing mature tree that must be
removed shall be replaced at a 2.1 ratio with 36-inch box tree, plus additional
24-inch box eucalyptus being provided along Lake Street which shall be
incorporated into the project's landscape plan. The applicant shall provide
additional trees per Public Works standards to meet the 2:1 ratio required. A
36-inch box tree shall be planted in the front yard of each lot and in the exterior
side yard of each corner lot.
b. Details for construction of a seven (7) foot high sound wall and landscaping
along the side of Lot 1 abutting Yorktown shall be submitted to the Community
Development Department for review and approval.
C. Special glazing shall be provided on Lot 1 rate STC = 29 and noted on plans.
d. Air conditioning shall be provided for all dwellings and noted on plans.
e. The applicant shall submit plans for construction of a block wall and landscaping
on the City parking lot along Lake Street at a height which will deflect vehicle
headlight glare. Such wall and landscaping shall be installed prior to occupancy.
f. Provide an outdoor overhead light system on each garage to illuminate the alley
to promote safe access from garage to residence. All lighting included on
private property or in the public right-of-way shall use energy efficient lamps
(e.g. high pressure sodium vapor, metal halide) and all outside lighting shall be
directed to prevent "spillage" onto adjacent properties.
The Fire Department requires that fire hydrants shall be installed within 300 feet of
travel of all buildings and one fire hydrant shall be installed on Lake Street at Lot 1 at
terminus of radius.
i
,4D. 8/20/93
EXHIBIT E
Huntington Classics
Cost Estimate
Tract 13920
ALLEY "A"
1. Alley Improvements..............................$18,867.00
2. Civil Engineering.............. ................. 780.00
3. Inspection & Testing ...........................•500.00
SUB TOTAL $20,147.00
4. Contingency ..................................... 2,015.00
5. Management Fee ................................. 2,216.00
TOTAL $24,378.00
Not Included;
1. Electrical Power Lines
2. Public Sidewalk
3. Cable TV
4_ Monument
5. Right of Way Landscaping & Irrigation
6. Any Additional Block Walls
7. Retaining Wall
8. Street Lights
Included:
1. Water Service to Each Lot
2. Existing 8" Sewer Line Alley "B"
i
Huntington Classics
Cost Estimate
Tract 13920
1. Alley Improvements..............................$18,108.00
2. Civil Engineering ............................... 1,000.00
3. Inspection & Testing ............................750.00
SUB TOTAL $19,858.00
4. Contingency ..................................... 1,986.00
5. Management Fee ................................. 2,184.00
TOTAL $24,028.00
Not Included;
1. Electrical Power Lines
2. Public Sidewalk
3. Cable TV
4. Monument
5. Right of Way Landscaping & Irrigation
6. Any Additional Block Walls
7. Retaining Wall
8. Street Lights
1. Water Service to Each Lot
2. Existing 8" Sewer Line Alley "B"
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CITY OF HUNTINGTON BEAC I
INTER -DEPARTMENT COMMUNICATION
Economic Development Department/ /
TO: Connie Brockway, City Clerk
k
FROM: Linda S. Suraci, Administrative Assistan--
DATE: October 6, 1995
SUBJECT: Purchase Sale Agreement - Civic Center Partners
Connie, I have attached the research done on your request to Ray Silver regarding Civic
Center Partners missing agreements. Please review my memo to Ray, and Stephen O
Kohler's request of me to ask you which of the alternatives you'd like to pursue regarding �� r
the Purchase Sale Agreement? Stephen believes the License Agreement is academic now
since they're off the site. Please advise.
/Is
Attachment
RECEIV���
OCT 11 1995
ECONOMIC pMENT OE
EVELOPUEt ?
7�0: J, *4 wktoa , dA�, -
c�u,
(L) z,�a4 j�hle o � 14't4 c /7t�. 0 �
CITY OF HUNTINGTON BEACH
-
INTER -DEPARTMENT COMMUNICATION "�-
Economic Development Department
TO: Ray Silver, Assistant City Administrator/Acting Director of Economic
Development
w�
FROM- Linda Suraci, Administrative Assistant
DATE: September 19, 1995 '
SUBJECT: Purchase Sale Agreement & License Agreement - Civic Center Partners
Today I finally was able to make contact with Toni Rice's office, the escrow officer with
First American Title Company who handled the Civic Center Partners escrow_ Toni's
supervisor, Betty Hollenbeck, Senior Escrow Administrator and Vice President, gave me
the following information:
She does have the original Purchase Sale Agreement, however, her office is legally
required to keep the original on file_ She gave me two alternatives to address our
concerns: (1) She will give me a certified copy for our files, or (2) the city must provide
her with releases from everyone who signed the document that she may give the original
to our city clerk's office.
In terms of the License Agreement, I spoke with Patti this morning, and she does not
recall the Agreement ever been given to her for forwarding to the clerk's office. (I'm
sorry the news isn't better, if I can help you further, please advise).
/Is
i •
J• I4f City of Huntington Beach
P O BOk 19O CALWORNI. 92648
FROM THE DESK OF RAY SILVER �-IJ Pa —
Assistant City Administrator
/1 7 C;�;�
I w . i
•
CITY OF HUNTINGTON BEACH
.; INTER -DEPARTMENT COMMUNICATION
HUNTINGTCM RACK
TO: Ray Silver, Assistant City Administrator
FROM' Connie Brockway, City Clerk
SUBJECT: Purchase Sale Agreement and License Agreement - Civic Center
Partners
DATE: August 11, 1995
The City Clerk's Office has the original deed and a copy of the Purchase Sale
Agreement between Civic Center Partners and the Redevelopment Agency to acquire
lots within the Yorktown -Lake Redevelopment Project Area. We released the original
Purchase Sale Agreement to Barbara Kaiser because she wanted to take it to the
escrow company. As the original agreement has not been returned to the City Clerk's
office, could you assist us in locating the original agreement?
Also, Barbara Kaiser had the License Agreement executed by the City Administrator,
however, the fully executed copy has not been returned to this office_
Any assistance you can render in this matter will be greatly appreciated_
Attachments: Copy of Purchase Sale Agreement
Copy of License Agreement
gA95 mem\95-126cc
RESOLUTION NO. 250
RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE
CITY OF HUNTINGTON BEACH APPROVING THE
CONVEYANCE OF REAL PROPERTY BETWEEN
THE REDEVELOPMENT AGENCY OF THE CITY OF
HUNTINGTON BEACH AND CIVIC CENTER PARTNERS
WHEREAS, the Redevelopment Agency of the City of Huntington Beach
(the "Agency") is authorized to conduct redevelopment activities within the
Yorktown -Lake Project Area (the "Project Area"), which activities include the
acquisition of real property; and
The acquisition of the Civic Center Partnership property by the Agency will
facilitate redevelopment efforts within the Project Area.
NOW, THEREFORE, the Redevelopment Agency of the City of
Huntington Beach does hereby resolve as follows:
Sp,ctign 1. The Agency hereby approves the conveyance of property as
identified as follows from Civic Center Parnters to the Agency. -
Lots 1 through 5 of Tract 13920 as shown on a map
filed in Book 673 Pages 14 to 16 inclusive of Miscellaneous
Maps, official records of Orange County, California,
located generally at Yorktown and Lake Streets in the City of Huntington Beach,
from the Civic Center Partners to the Agency.
Section 2. The Redevelopment Agency finds and determines that the
consideration for the real property to be transferred to the Agency by Deed
constitutes the fair -market value thereof determined by the highest use permitted
under the Redevelopment Plan for the Project Area and based upon the
covenants and restrictions previously established. The Redevelopment Agency
7/ccpprop/ 12/ 14/93
•
0
further finds that the acquisition is necessary to effectuate the purpose of the
Redevelopment Plan applicable to the Project Area.
Section Pursuant to Section 15326 of the Guidelines to the California
Environmental Quality Act, the transfer is categorically exempt under CEQA.
Section 4, The Agency hereby authorizes the Chairman or the
Executive Director to execute all documents necessary to effectuate the transfer.
PASSED AND ADOPTED THIS lath day of December 1993 .
Chairman
ATTEST:
APPROVED AS TO FORM:
1 v-T-1-
Agency Clerk Agency Couns I��I�
,
REVIEWED AND APPROVED: INITIATED AND APPROVED:
r�
Exec ve Director
Redevelopment Director
7/ccpprop/12/14/93
2
Res. No. 250
STATE OF CALIF RNIA )
COUNTY OF ORANGE )
CITY OF HUN TINGT N BEACH)
1, CQNliE BAY, Clerk of the Redevelopment Agency of the
City of Huntington Beach, California, DO IMY CERTIFY that the foregoing
resolution was duly adapted by the Redevelopment Agency of the City of
Huntington Beads at a meeting of said Redevelopment Agency held on the
20th day of December , 19 93, and that it was so adopted
by the following vote:
Silva, Bauer, Robi tai l le, Moulton -Patterson, Winched , Lei pi z , Sullivan
NOES: Members:
None—
ABSENT: teubers:
None
&ft'� q�� -
Clerk of the Redevelgxnent A4dicy of
the City of Huntingtm Beach, Ca.
0 0 ATTACHMENT 1
Status of Production Housing
Requirements
(Fifteen percent of all units in project areas must be affordable
and 40% of these affordable to very low income households.)
Units
Proposed
& Existing
Low &
Low/Mod
Required
Low &
Low/Mod
Produced
Deficit or
Surplus
Units
in-Pier
1,853
278
145
-133
kview
[Huntington
69
10
0
-10
bert-Beach
403
85
123
104
ktown-Lake
86
13
0
-13
nter
0
0
0
0
Net Replacement Housing
Requirements
(Any unit occupied by low income household that is destroyed
must be replaced and can be anywhere in the city.)
Units
Low
Very Low
Main -Pier
-102
-38
-13
Qakview
10
7
6
Huntington
Center
-1
0
-1
Talbert -Beach
87
49
41
AFFORWIX HOUSIN -x ' " OST PEW, NIT
Project/
Total
Very Total
Assistance
L,olation
Units
Modrrgg L
F&r Unit
FOR SALE:
Third Block West
68
33 -- --- $825,000
$25,000
300 Main
M-P Phse H
80
7 -- 5 Unknown
Off -site
Blk 1041105
500 Lake St.
10
2 --- -- - $ 50,000
$25,000
In lieu fee
Seaview Village 80 25 --- --- $750,000 $30,000
(38 in DDA)
FOR RENT:
Yorktown/
25 ---
15
10
$1, 000,000,
$40, 000
Lake (Seniors)
minimum
17171 Elm
13 --
13
---
$353,000
$27,154
(proposed)
(rehab)
OUTSIDE
PROJECT
AREA.
Project/
Total
Very
Total
Assistance
Location
Uni Mo
ezd t �
MR
Assistance
Per nit
FOR SALE:
Brisas del Mar
44 ---
14
---
$378,000
$27,000
(proposed)
Habitat for
2-4
2
2
$182,0001
$45,000-
Humanity
(family units)
91,000
(Proposed)
FOR RENT:
Five Points
164 ---
16
32
$250,000/loan
$15, 625
Senior Villas
%500-(=/9rant
Utica Apts. 36 18 18 $600,000 $16,700
(proposed) (rehab)
1 Includes contribution of land only. May also require payment of development fees, architectural
services and construction subsidies
• 0 ATTACHMFNT '2
TABLE 1
INCOME RANGES AT VARYING HOUSEHOLD SIZES
1993 INCOME STANDARDS
CITY OF HUNTINGTON BEACH
REDEVELOPMENT PROGRAMS
INCOME LEVEL
VERY
LOW INCOME
LOW
INCOME
MODERATE INCOME
0% TO 50%
OF MEDIAN
500/b TO 80% OF MEDIAN
80% TO 120% OF MEDIAN
HOUSEHOLD SIZE
1 PERSON
$0
$19.780
$19,780
$31.640
$31,640 $47.460
2 PERSON
0
22.600
22,600
36.160
36,160 54.240
3 PERSON
0
25.430
25,430
40,680
40,680 61,020
4 PERSON
0
28.250
28,250
45,200
45.200 67,800
5 PERSON
0
30,500
30,500
48,800
48.800 73,200
FEDERAL PROGRAMS
INCOME LEVEL
VERY
LOW INCOME
LOW
INCOME (1)
0% TO 50%
OF MEDIAN
50% TO 70% OF MEDIAN
HOUSEHOLD SIZE
1 PERSON
$0
$19.780
$19.780
$27.690
1.5 PERSON
0
21.190
21,190
29.660
3 PERSON
0
25.430
25,430
35.600
4.5 PERSON
0
29,380
29,380
41,130
6 PERSON
0
32.780
32,780
45,890
(1) MAXIMUM INCOME SET AT MINIMUM OF NATIONAL MEDIAN OR 80% OF AREA MEDIAN
SOURCE- KEYSER MARSTON ASSOCIATES, INC.
FILE NAME: INCSUM; MAY, 1993
: . t
LA-110
CITY OF HUNTINGTON BEACH
Vel" INTER -DEPARTMENT COMMUNICATION
Hk^71W.T0N BEACH
TO: MICHAEL T. UBERUAGA, City Administrator
FROM: ROBERT J. FRANZ, Deputy City Administrator
ATTACHMENT 4
SUBJECT: REQUESTED FUNDING TO ACCOMMODATE PURCHASE
AGREEMENT YORKTOWN/LAKE SITE, FIS 94-17
DATE: DECEMBER 14, 1993
As required by Resolution 4832, a Fiscal Impact Statement has been prepared
for the proposed appropriation of $885,000 to accommodate the request for
__ -monies in making the purchase of the Yorktown/Lake site.
Upon approval of the City Council, the balance of the unaudited, undesignated
Housing Set -Aside Fund will be reduced to $106,000.
ROBERT J. FRANZ
Deputy City Administrator y
RJF:AR:skd
ATTACHMENT S
IOLA,
me
HUNTINCION MACH
CITY OF HUNTINGTON BEACH
INTER -DEPARTMENT COMMUNICATION
To: Barbara A_ Kaiser, Deputy City Administrator
From: Richard Grunbaum, Deputy Fire Marshal
Date: December 9, 1993
Subject: APPROVED SOIL CLEANUP OF BLOCK 1900, YORKTOWN AND
LAKE
I have reviewed the report submitted by Radian Corporation referencing field observations
and analytical test results conducted at the above referenced site. These confirmation
samples were requested through .1_M_ Martin Development prior to the City's purchase of
the property After reviewing the test data, the report indicates that all samples collected
from the site, meet the criteria levels required by the Fire Departments Soil Cleanup
Standard 431-92.
The Fire Department will accept the report and the test data as submitted. When requested
we will release any building permits necessary for the development of the property
Should you have any questions regarding this matter, please feel free to contact me.
.I. �E4c' CITY OF HUNTINGTON BEACIL
COUNCIL - ADMINISTRATOR COMMUNICATIt)N
HUNTINGTON BEACH
TO: HONORABLE MAYOR/CHAIRMAN LINDA MOULTON-PATTERSON AND
MEMBERS OF THE CITY COUNCIUREDEVELOPMENT AGENCY OF THE
CITY OF HUNTINGTON BEACH
FROM: MICHAEL UBERUAGA, City Administrator and Executive Director of the�,_
Redevelopment Agency of the City of Huntington Beach
DATE: December 20, 1993
SUBJECT: Property Ownership Within the Yorktown -Lake Redevelopment Project Area
a
STATEMENT OF ISSUE:
=
o rrl
Disclosure of property ownership by Michael Uberuaga,
City Administrator, within the Yorktownz o
Lake Redevelopment Project Area.
,,, -n
wM
RECOMMENDED ACTION:
o C_.)
No action need be taken; this is solely a disclosure.
C',
r
ANALYSIS:
• m
Section 33130.5 of the California Health & Safety Code ("the Code") allows an employee of the
agency or city to acquire property within a redevelopment project area for personal residential
use. Section 33130 of the Code prohibits any officer, employee or agent from acquiring property
not used as a personal residence within any redevelopment project area in the city and requires
formal disclosure to both the agency and city of any existing ownership interest which is not for
residential purposes. Such disclosure must appear on the minutes of the hearing at which it was
made.
I have owned property within the Yorktown -Lake Redevelopment Project Area (1902 Park Street)
for approximately four years and have used it for personal residential purposes. I declared a
conflict of interest upon acquiring the property and, therefore, have never participated and will not
participate in any work or decision making on any matter which has concerned or which will
concern the Yorktown -Lake Project Area.
While disclosure of this property interest is not mandated by law, this disclosure is being made in
the interest of making known the possible conflict and informing all concerned that I will refrain
from participation in any action or discussion of the Yorktown -Lake Project Area.
This memo shall constitute disclosure of Michael Uberuaga's interest in property within the
Yorktown -Lake Project Area.
MTU/rjl
Attachment: Health & Safety Code Section 33130.5
c: Connie Brockway, City Clerk
rqi
rn
i2
cJ
! 7^
§ 33130.5 COMMUNITY REDEVELOPMENT LAW Div. 24
§ 33130.5 Property within project area purchased or leased by
employee of agency or community; vi►ritten dis-
closure
Notwithstanding any other provisions of law, an officer, em-
ployee, consultant, or agent of the agency or community, for personal
residential use, may purchase or lease property within a project area
after the agency has certified that the improvements to be construct-
ed or the work to be done on the property to be purchased or leased
have been completed, or has certified that no improvements need to
be constructed or that no work needs to be done on the property.
Any such officer or employee who purchases or leases such property
shall immediately make a written disclosure to the agency and the
legislative body, which disclosure shall be entered on the minutes of
the agency. Any such officer or employee shall thereafter be dis-
qualified from voting on any matters directly affecting such a pur-
chase, lease, or residency. Failure to so disclose constitutes miscon-
duct in office.
(Added by Stats.1967, c. 1242. p. 3013, § 2.5.)
Library References
Municipal Corporations C-231(11. C.J.S. Municipal Corporations § 988 et
seq.
§ 33131. Plans; dissemination of information; applications for
federal programs and grants
An agency may:
(a) From time to time prepare and carry out plans for the im-
provement, rehabilitation, and redevelopment of blighted areas.
(b) Disseminate redevelopment information.
(c) Prepare applications for various federal programs and
grants relating to housing and community development and plan and
carry out such programs within authority otherwise granted by this
part, at the request of the legislative body.
(Added by Stats.1963, c. 1812. p. 3685, § 3. Amended by Stats.1969, c. 1561,
p. 3167, § 1.)
Historical Note
The 1969 amendment added subd. (cl. Stats.1943, c. 132C. p. 2497, § 44,
Derivation: Former section 33�_ . add- amended as § 1M. Stau.1949. c. 1573. p.
ed by Stats.1931, c. 710. p. I=. § 1. 2b13. 9 Stats.1950. 1st Ex.Sess., c. ;3.
I). 503, § 4.
124
0 Foei i2- r-y3
PUBLIC HEARING NOTICE
Yorktown -Lake Redevelopment Project Area
NOTICE IS HEREBY GIVEN that the City Council of the City of Huntington Beach
will conduct a public hearing on a proposed agreement between the City and the Redevelopment
Agency of the City of Huntington Beach to consider certain improvements to the Civic Center
and a plan for financing such improvements. The public hearing will occur:
Monday, December 20, 1993
7:00 P.M.
(or as soon as possible thereafter)
City Council Chambers
Civic Center, 240U Main Street
Huntington Beach, CA 92648
Connie Brockway
City CIerk
Published December 2 & 9, 1993
�4 U t—
pit
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TO:
FtUI''T1,:G-Ilfi,l , L 91V
PURCHASE SALE AGREEMENT
Escrow No.
Title Insurance Company Escrow Officer: —
("Escrow Holder") Opening of Escrow
THIS PURCHASE SALE AGREEMENT ("Agreement") is made
("Escrow")
date
this day of , 1993, by and between
CIVIC CENTER PARTNERS, a California general partnership
("Seller"), and the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON
BEACH, a public, corporate instrumentality of the State of
California ("Buyer" or "Agency").
R E c I I A L 5-
A. Seller is the owner of that certain real property located
in the City of Huntington Beach, County of Orange, State of
California commonly known as the corner of Yorktown Avenue and
Lake Street, more particularly described in Exhibit "A", attached
hereto and incorporated herein by this reference (the "Land"),
together with the improvements located on the Land (the
"Improvements"). The Land, together with the Improvements, are
hereinafter collectively referred to as the "Property" or
"Conveyance Parcel".
B. Buyer desires to purchase, and Seller desires to sell,
the Property subject to the terms and provisions contained herein.
9793SCLjn 1
0
C. The purchase of the property will be of benefit to the
Yorktown -Lake Redevelopment Project Area by providing land
sufficient for the future development of affordable housing units
to meet state law requirements for the same.
NOW, THEREFORE, in consideration of the foregoing recitals and
the covenants and conditions contained herein and in the other
documents referred to herein relating to the purchase and sale of
the Property, and other valuable consideration, the receipt of
which are hereby acknowledged, Buyer and Seller agree to the
following:
1. PARTIES TO THE AGREEMENT
A. BuyerjAgency
The Agency is a public body, corporate and politic, exercising
governmental functions and powers and organized and existing under
Chapter 1 of the Community Redevelopment Law of the State of
California. The principal office of the Agency is located at the
Civic Center, 2000 Main Street, Huntington Beach, CA 92648
B. �eller/Partners ip
The Partnership is CIVIC CENTER PARTNERS, a California general
partnership. The address of the partnership is 1941 Lake Street,
Huntington Beach, CA 92648.
2. REPRESENTATIONS AND WARRANTIES OF THE PARTIES
A. The Seller represents and warrants to the Agency as
follows:
9793SCLjn 2
0 •
(a) The Seller has duly authorized, executed and
delivered this Agreement and any and all other agreements
and documents required to be executed and delivered by
Seller in order to carry out, give effect to, and
consummate the transactions contemplated by this Agreement.
(b) Except for those obligations approved in writing
by the Agency, Seller does not have any material contingent
obligations or any material contractual agreements which
could materially adversely affect the ability of the Seller
to carry out its obligations hereunder.
(c) There are no known material pending or, so far as
is known to the Seller, threatened, legal proceedings to
which the Seller is or may be made a party to or which any
of its property is or may become subject, which has not
been fully disclosed in the material submitted to the
Agency which could materially adversely affect the ability
of the Seller to carry out its obligations hereunder.
(d) There is no action or proceeding pending or, to
the Seder's best knowledge, threatened, looking toward the
dissolution or liquidation of the partnership and there is
no action or proceeding pending or, to the Seller's best
knowledge, threatened by or against the Seller which could
affect the validity and enforceability of the terms of this
Agreement, or materially and adversely affect the ability
of the Seller to carry out its obligations hereunder.
9793SCLjn 3
•
11
(e) The Seller has performed all of its obligations
to be performed at or prior to the date of Seller's
execution of the Agreement in accordance with this
Agreement and is not in default hereunder.
Each of the foregoing items (a) to (e), inclusive shall be
deemed to be an ongoing representation and warranty. Seller
shall advise the Agency in writing if there is any change
pertaining to any matters set forth or referenced in the
foregoing items.
B. The Agency warrants and represents to the Seller as
follows:
(a) The Agency has duly authorized, executed and
delivered this Agreement and any and all other agreements
and documents required to be executed and delivered by the
Agency in order to carry out, give effect to, and
consummate the transactions contemplated by this Agreement.
(b) The Agency does not have any known material
contingent obligations or any known material contractual
agreements which could materially adversely affect the
ability of the Agency to carry out its obligations
hereunder.
(c) There are no known material pending or
threatened, legal proceedings to which the Agency is or may
be made a party or to which any of its property is or may
become subject, which has not been fully disclosed in the
9793SCLjn 4
0
material submitted to the Buyer which could materially
adversely affect the ability of the Agency to carry out is
obligations hereunder.
(d) There is no action or proceeding pending or, to
the Agency's best knowledge, threatened, looking toward the
dissolution or liquidation of the Agency and there is no
action or proceeding pending or, to the Agency's best
knowledge, threatened by or against the Agency which could
affect the validity and enforceability of the terms of this
Agreement, or materially and adversely affect the ability
of the Agency to carry out its obligations hereunder.
(e) The Agency has performed all of its obligations
to be performed at or prior to the date of Agency's
execution of the Agreement in accordance with this
Agreement and is not in default hereunder.
Each of the foregoing items (a) to (e), inclusive shall be
deemed to be an ongoing representation and warranty. The
Agency shall advise the Seller in writing if there is any
change pertaining to any matters set forth or referenced in the
foregoing items.
3. PURCHASE _AND SALE
Subject to the terms and conditions of this agreement,
CIVIC CENTER PARTNERS hereby agrees to sell the property to the
Agency and the Agency shall purchase the property from CIVIC
CENTER PARTNERS.
9793SCLjn 5
•
4. PURCHASE
PRICE
0
The purchase price
(the
"Purchase
Price")
for the Property
shall be Eight Hundred Eighty -Five Thousand Dollars
($885,000). Seller and Buyer intend and agree that the
Purchase Price to be paid by Buyer to Seller hereunder includes
compensation for the Land and Improvements, and all other
interests of whatever kind and nature which exist or may arise
out of the Buyer's acquisition of the Property for
redevelopment or any other purpose; provided that Seller shall
have the right to remove, prior to close of escrow, any
personal property, furnishings, fixtures and equipment which
may be on the property with the exception of one sign and other
property which is the subject of a license agreement between
the parties hereto and is hereby incorporated and attached as
Exhibit "B".
5. PAYMENT OF PURCHASE PRICE
The Purchase Price shall be paid as follows:
A. Buyer shall deliver to Escrow Holder, upon the opening
of 'Escrow, in immediately available funds in the form of cash
or a certified check, the sum of Eighty -Eight Thousand
Five --Hundred Dollars ($88,500) ("Buyer's Deposit").
B. Buyer shall deliver to Escrow Holder, five working
days prior to the close of Escrow, in immediately available
funds in the form of cash or a certified check, the sum of
Seven Hundred Ninety -Six Thousand Five Hundred Dollars
($796,500).
6. ESCROW
References in this Agreement to the "Opening of Escrow"
shall mean the date upon which a copy of this Agreement, signed
9793SCLjn 6
i
•
by both parties, is deposited with Escrow Holder. The Opening
of Escrow shall occur within fifteen (15) days of Agency
approval of this Agreement, provided that Buyer and Seller may
mutually agree to extend the time period for Opening of
Escrow. Escrow Holder will notify both parties when Escrow has
opened.
By such deposit, Escrow Holder is hereby authorized and
instructed to act in accordance with the provisions of this
Agreement. Buyer and Seller shall each deposit such other
instruments as are reasonably necessary to close Escrow and
complete the sale and purchase of the Property in accordance
with the terms of this Agreement.
The rights and obligations of each party set forth in this
Agreement and agreed to be undertaken by each party are made in
and under the terms of this Agreement independent of Escrow.
If any requirements relating to the duty of the Escrow Holder
under this Agreement are not reasonably acceptable to the
Escrow Holder, or if Escrow Holder determines that it requires
additional instructions in order to perform its duties
hereunder, the parties agree to make such deletions,
substitutions and additions to these escrow instructions as may
be mutually agreed upon by the parties provided such deletions,
substitutions and additions do not substantially change the
Agreement or its intent.
7. CLOSE OF ES R W
Escrow shall close within thirty days from the opening
date, provided that Buyer and Seller may mutually agree to
extend the time period for the Close of Escrow.
9793SCLjn 7
•
For purpose of this Agreement, the "Close of Escrow" shall
mean the date Seller's Grant Deed, as defined herein, is filed
for recordation with the Recorder of Orange County, California.
If Escrow should fail to close because of the failure of
Buyer to comply with its obligations under this Agreement, the
costs of Escrow to the date Escrow is terminated shall be paid
by Buyer. If Escrow should fail to close because of the
failure of Seller to comply with its obligations under this
Agreement, the costs of Escrow to the date Escrow is terminated
shall be paid by Seller. If Escrow should fail to close for
any other reason, the costs of Escrow and of terminating the
Escrow shall be paid equally by both parties.
8. COSTS AND PROBATIONS
A. Proration. Escrow Holder shall prorate the real
property taxes affecting the Property between Seller and Buyer
as of the Close of Escrow based upon the latest available tax
bill. The parties agree that if such prorations are inaccurate
due to the fact that the latest available tax bill does not
represent the taxes actually assessed, the parties will, as
soon as tax bills actually covering the period during which the
Close of Escrow takes place are available, make such further
adjustments outside of Escrow as may be appropriate.
B. Allocation of Es -crow Fee-s. Closing Costs and Recording_
Fees.
The costs associated with the closing and escrow fees
shall be apportioned as follows:
(a) Escrow Charges. Buyer shall pay one-half of the
escrow fee and all of Escrow Holder's customary
9793SCLjn 8
charges to buyers for document drafting,
recording and miscellaneous charges. Seller
shall pay one-half of the escrow fee, all of
Escrow Holder's customary charges to sellers for
document drafting and charges incurred by Escrow
Holder on Seller's behalf.
(b) Title Insurance Premiums. Seller shall pay the
cost of a CLTA Owner's Title Insurance policy.
If Buyer elects to obtain an extended coverage
ALTA Owner's Title Insurance policy, Buyer shall
pay the additional title charges to obtain the
extended coverage. Buyer shall be responsible
for obtaining and paying the cost of any ALTA
survey required to obtain extended coverage.
(c) Transfer Taxes. Seller shall pay all city and
county transfer taxes and Buyer shall pay all
sales taxes due against any portion of the
Property subject to sales tax.
(d) Other Closing Costs. All other closing costs
shall be allocated between the parties in
accordance with custom and usage in Orange County.
9. BUYER'S CONDITIONS PRECEDENT TO CLOSING
The obligation of Buyer to complete the purchase and sale
of the Property is subject to satisfaction of the conditions
set forth below at or prior to the Closing Date:
A. Seller shall deliver through escrow (i) an executed
and recordable grant deed in the form of Exhibit "C" attached
hereto and incorporated herein by this reference, sufficient to
9793SCLjn 9
convey title to Buyer (the "Grant Deed"), subject only to the
matters described in Section (c), below, and all other
documents referenced in this Agreement.
B. Seller is not in default in any of its obligations
under the terms of this Agreement, and all of Seller's
representations and warranties contained herein shall be true
and correct in all respects.
C. Escrow Holder has committed to deliver to Buyer an
extended coverage CLTA owner's Policy of Title Insurance dated
as of the Close of Escrow, insuring Buyer in an amount equal to
the Purchase Price, and showing title to the Land vested in
Buyer subject only to:
(a) Current real property taxes and all unpaid
general and special bonds or assessments;
(b) The printed exceptions contained in said title
insurance policy;
(c) All exceptions shown in the preliminary title
report prepared by Escrow Holder and delivered to
Buyer, unless Buyer reasonably objects to any
such exception(s) within ten (10) days of
delivery of such report to Buyer, in which case
Seller shall either remove such exception(s)
prior to the close of escrow or terminate this
escrow upon ten (10) days written notice to
Buyer; and
(d) Any matter suffered, approved or created by Buyer.
9793SCLjn 10
• 0-
10. SELLER'S_ CONDITIONS PRECEDENT TO CLQSINQ
The obligation of Seller to complete the purchase and sale
of the Property is subject to the satisfaction of the
conditions set forth below at or prior to Close of Escrow.
A. Buyer is not in default in any of its obligations
under the terms of this Agreement, and all Buyer's
representations and warranties contained herein shall be true
and correct in all respects.
B. Buyer shall have deposited with Escrow Holder
immediately available funds in an amount sufficient to cover
Buyer's Deposit, the Purchase Price, and Buyer's share of
prorations and costs described herein.
C. This Agreement and each of the documents required to
be prepared pursuant to this Agreement shall have been executed
by Buyer and delivered to Escrow Holder.
11. CONDITION OF THE, SITE
Except as otherwise provided in this Agreement, Seller
makes no representations or warranties as to the physical
condition of the Property or in connection with any matter
relating to its condition, value, fitness, use or zoning which
Buyer has relied upon directly or indirectly. Further, except
as otherwise provided in this Agreement, Seller makes no
representation or warranty as to any operative or proposed
governmental laws and regulations {including but not limited to
zoning, environmental and land use laws and regulations} to
9793SCLjn 11
U
�J
which the Property may be subject. Buyer acknowledges that the
purchase of the Property will be on the basis of Buyer's
independent review of environmental assessment materials
provided by Seller, physical investigations made by Buyer, if
any, and the operative or proposed governmental laws and
regulations, (including but not limited to zoning,
environmental and land use laws and regulations) affecting or
applicable to the Property.
Buyer understands and acknowledges that the Property has
been used for many years as an oil production field and
automotive repair shops. Oil and other hydrocarbon products of
a possibly hazardous nature may be present, and Buyer
understands that Seller does not currently have the requisite
information to determine the exact nature or condition of the
Property nor the effect any such use has had on the physical
condition of the Property. The Property also may contain
buried pipelines, oil production facilities and equipment, the
locations of which cannot now be determined. Seller shall
disclose to Buyer all material findings of which it is
currently aware or becomes aware prior to the Closing Date,
with respect to the physical condition of the Property. As
used herein, "material" shall mean all substantive findings
that would influence or tend to influence Buyer's decision to
acquire the Property. Except for matters arising from or
attributable to a material finding known to Seller and not
9793SCLjn 12
i 0
disclosed to Buyer, Buyer will acquire the property in an "AS
IS" condition. Buyer assumes the risk that the applicability
and effect of such governmental laws and regulations may not
have been revealed by Buyer's investigation. Nothing herein
shall preclude Buyer from taking any legal action necessary to
effect site remediation in the future, should the presence of
hazardous material be discovered. "Hazardous material" shall
mean any substance of any form, the existence of which shall
preclude development an account of any local, state or federal
environmental law, regulation or requirement.
12. ESCROW HOLDER'S . IN,ETRUCTIONS
At such time as (i) the conditions precedent to Close of
Escrow have been satisfied or waived, (ii) Escrow Holder is
prepared to issue the title policy described in Section 9(c)
above, and (iii) Escrow Holder has received the documents and
funds specified in Sections 4 and 5 above, Escrow Holder shall:
a) record the grant deed in the Office of the County
Recorder of Orange County, California;
(b) deliver to Seller funds in an amount which
represents the balance of the purchase price of
Eight Hundred Eighty -Five Thousand Dollars
($885,000) less proration of taxes and any
existing encumbrances.
13. SURVIVABILITY
All covenants of Buyer and Seller which are expressly
intended hereunder to be performed in whole or in part after
the Close of Escrow, and all representations, warranties and
indemnities by either party to the other, shall survive the
9793SCLjn 13
0
Close of Escrow and be binding upon and inure to the benefit of
the respective parties hereto and their respective heirs,
successors and permitted assigns. Any agreements,
understandings, warranties or representations not expressly
contained herein shall in no way bind either Seller or Buyer.
Seller and Buyer each expressly waives any right of rescission
and all claims for damages by reason of any statement,
representation, warranty, promise and/or agreement, if any, not
contained in or attached to this Agreement.
14. BROKER'S COMMISSION
Neither the Seiler nor the Buyer shall be liable for any
real estate commissions or brokerage fees which may arise
herefrom. The Seller and the Buyer each represents that it has
not engaged any broker, agent or finder in connection with this
transaction, and each agrees to defend, indemnify and hold
harmless the other parties from and against any claim with
respect to such commissions based upon the acts of such party.
15. WAIVER, CQN5ENT AND REMEDIES
Each provision of this Agreement to be performed by Buyer
and Seller shall be deemed both a covenant and a condition and
shall be a material consideration for Seller's and Buyer's
performance hereunder, as appropriate, and any breach thereof
by Buyer or Seller shall be deemed a material default
hereunder. Each party may specifically and expressly waive in
writing any portion of this Agreement or any breach thereof,
but no such waiver shall constitute a further or continuing
waiver of a preceding or succeeding breach of the same or any
other provision. A waiving party may at any time thereafter
9793SCL3n 14
require further compliance by the other party with any breach
or provision so waived. The consent by one party to any act by
the other for which such consent was required shall not be
deemed to imply consent or waiver of the necessity of obtaining
such consent for the same or any similar acts in the future.
No waiver or consent shall be implied from silence or any
failure of a party to act, except as otherwise specified in
this Agreement. All rights, remedies, undertakings,
obligations, options, covenants, conditions and agreements
contained in this Agreement shall be cumulative and no one of
them shall be exclusive of any other. Except as otherwise
specified herein, either party hereto may pursue any one or
more of its rights, options or remedies hereunder of may seek
damages or specific performance in the event of the other
party's breach hereunder, or may pursue any other remedy at law
or equity, whether or not stated in this Agreement.
15. NOTICES
Any notice, request, demand, consent, approval or other
communication required or permitted hereunder or by law shall
be validly given or made only if in writing and delivered in
person to an officer or duly authorized representative of the
other party or deposited in the United States mail, duly
certified or registered (return receipt requested), postage
prepaid, and addressed to the party for whom intended, as
follows:
9793SCLjn 15
If to Buyer: Redevelopment Agency of the
City of Huntington Beach
Michael T. Uberuaga,
Executive Director
2000 Main Street
Huntington Beach, CA 92648
If to Seller: Civic Center Partners
1941 Lake Street
Huntington Beach, CA 92648
Attn: Mr. J. M. Martin
with a copy to: Pacific Coast Homes
23 Corporate Plaza, Suite 250
Newport Beach, CA 92660-7912
Attn: Legal Department
Any party may from time to time, by written notice to the
other, designate a different address which shall be substituted
for that specified above. I£ any notice or other document is
sent by mail as aforesaid, the same shall be deemed fully
delivered and received forty-eight (48) hours after mailing as
provided above.
17. GENDER AND NUMBER
In this Agreement (unless the context requires otherwise),
the masculine, feminine and neuter genders and the singular and
the plural shall be deemed to include one another, as
appropriate.
1B. NONDISCCRININATION
A. The Buyer covenants by and for itself and any
successors -in -interest that there shall be no discrimination
against or segregation of any person or group of persons on
9793SCLjn 16
0
account of race, color, creed, religion, sex, marital status,
national origin or ancestry in the sale, lease, sublease,
transfer or use, occupancy, tenure or enjoyment of the
property, nor shall the Buyer 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 section, location, number, use or occupancy of tenants,
lessees, subtenants, sublessees or vendees of the property.
The foregoing covenants shall run with the land.
B. The Buyer shall refrain from restricting the rental,
sale or lease of the property on the basis of race, color,
creed, religion, sex, marital status, 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:
(a) 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, 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,
9793SCLjn 17
i
establish or permit any such practice or practices of
discrimination or segregation with reference to the
selection, location, number, use or occupancy of tenants,
lessees, subtenants, sublessees or vendees in the land
herein conveyed. The foregoing covenants shall run with
the land."
(b) 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 discrimination against or
segregation of any person or group of persons
on account of race, color, creed, religion,
sex, marital status, ancestry or national
origin in the leasing, subleasing, transferring,
use, occupancy, tenure or enjoyment of the
premises herein leased nor shall the lessee
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, sublessees,
subtenants, or vendees in the premises herein
leased."
9793SCLjn 18
s
(c) In contracts: "There shall be no discrimination
against or segregation of, any person, or group of persons
on account of race, color, creed, religion, sex, marital
status, ancestry or national origin, in the sale, lease,
sublease, 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."
(d) The covenants established in this Agreement and
the deeds of conveyance for the property shall, without
regard to technical classification and designation, be
binding upon the Agency, its successors and assigns, the
City and any successor -in -interest to the property,
together with any property acquired by the Agency pursuant
to this Agreement, or any part thereof. The covenants
against discrimination shall remain in effect in perpetuity.
19. ENTIRE_ AGREEMENT
This Agreement and its exhibits constitute the entire
agreement between the parties hereto pertaining to the subject
matter hereof, and the final, complete and exclusive expression
of the terms and conditions thereof. All prior agreements,
representations, negotiations and understanding of the parties
9793SCLjn 19
i
hereto, oral or written, express or implied, are hereby
superseded and merged herein.
20. CAPTIONS
The captions used herein are for convenience only and are
not a part of this Agreement and do not in any way limit or
amplify the terms and provisions hereof.
21. GOVUNING LAW
This Agreement and the exhibits attached hereto have been
negotiated and executed in the State of California and shall be
governed by and construed under the laws of the State of
California.
22. QQNFLICTS 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.
The Buyer warrants that it has not paid nor given, and will not
pay nor give, any third party any money or other consideration
for obtaining this Agreement.
Conflicts of interest relating to this Agreement are
strictly prohibited. Except as otherwise expressly provided
herein, neither Buyer nor any director, employee or agent of
Buyer shall give to or receive from any director, employee or
9793SCLjn 20
•
•
agent of Seiler any gift, entertainment or other favor of
significant value, or any commission, fee or rebate. Likewise,
neither Buyer nor any director, employee or agent of Buyer
shall enter into any business relationship with any director,
employee or agent of Seller (or of any affiliate of Seller),
unless such person is acting for or on behalf of Seller,
without prior written notification thereof to Seller.
23. INVALIDITY OF PROVISION
If any provision of this Agreement is applied to either
party or to any circumstance shall be adjudged by a court of
competent jurisdiction to be void or unenforceable for any
reason, the same shall in no way affect (to the maximum extent
permissible by law) any other provision of this Agreement, the
application of any such provision under circumstances different
from those adjudicated by the court, or the validity of
enforceability of this Agreement as a whole.
24. AMENDMENTS
No addition to or modification of any provision contained
in this Agreement shall be effective unless fully set forth in
writing and executed by both Buyer and Seller.
25. COUNTERPARTS
This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
9793SCLjn 21
(a) All disbursements shall be made by check of the
Escrow Agent. All funds received in this escrow
shall be deposited in one or more general escrow
accounts with any bank doing business in the
State of California and may be transferred to any
other general escrow account or accounts.
Recordation of any instruments delivered through
this escrow, if necessary or proper in the
issuance of the Buyer's Title Policy is hereby
authorized.
(b) The parties to this escrow jointly and severally
agree to pay all costs, damages, judgments and
expenses, including reasonable attorneys' fees,
suffered or incurred by the Escrow Agent in
connection with, or arising out of this Escrow,
including, but without limiting the generality of
the foregoing, a suit in interpleader brought by
the Escrow Agent. in the event Escrow Agent
files a suit in interpleader, it shall be fully
released and discharged from all obligations
imposed in this Escrow.
(c) All prorations and/or adjustments called for in
this Escrow are to be made on the basis of a
thirty (30) day month unless otherwise instructed
in writing.
9793SCLjn 22
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 the public enemy;
epidemics; quarantine restrictions; freight embargoes; lack of
transportation; governmental restrictions or priority;
litigation; unusually severe weather; inability to secure
necessary labor; materials or tools; delays of any contractor,
subcontractor or supplier; acts or omissions of the other
party, acts or failures to act of the City of Huntington Beach
or any other public or governmental agency or entity (other
than the acts or failures to act of the Agency or the City of
Huntington Beach, other than in respect to the zoning of the
Property to allow development) or any other causes beyond the
control or without the fault of the party claiming an extension
of time to perform. 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 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 party within thirty (30) days of the commencement of the
cause. Any requests for extension shall be in writing. Times
9793SCLjn 23
�7
i=
of performance under this Agreement may also be extended in
writing by the mutual agreement of Agency and Buyer.
Notwithstanding the foregoing Buyer is not entitled to
an extension of time to perform because of the past, present,
or future difficulty in obtaining suitable temporary or
permanent financing.
28., DEFA(ILTS - GENERAL.
Subject to the extensions of time set forth in paragraph 27
above, failure or delay by either party to perform any term or
provision of this Agreement constitutes a default under this
Agreement. The party who so fails or delays must immediately
commence to cure, correct, or remedy such failure or delay, and
shall complete such cure, correction or remedy with diligence.
The injured party shall give written notice of default
to the party in default, specifying the default complained of
by the injured party. Except as required to protect against
further damages, the injured party may not institute
proceedings for damages or specific performance against the
party in default until fifteen (15) days after giving such
notice or, provided that the party is proceeding with diligence
to cure, such greater time as may be necessary to cure given
the nature of the default. Failure or delay in giving such
notice shall not constitute a waiver of any default, nor shall
it change the time of default.
9793SCLjn 24
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Seller shall assign and Buyer shall accept an assignment of
those Conditions of Approval ("Conditions"), in the form of
Exhibit "D" attached hereto and incorporated herein by this
reference, imposed by the City of Huntington Beach affecting
Tract Map Nos. 13569 and 13920, as such conditions relate to
the Property. Buyer shall be responsible for fulfilling said
Conditions.
The conditions assumed by Buyer include the obligation to
construct one-half of the alley off Lake Street and the entire
alley from Yorktown to the Lake Street alley. In the event
that Seller elects to construct said alleys, or is required to
install these alleys in order to secure permits for the
development of its adjacent project, then Seller shall have the
right to construct either or both of said alleys. In such
event, Buyer shall compensate Seller the amount not to exceed
Twenty Four Thousand, Three -Hundred Seventy -Eight Dollars
($24,375.00) for the construction of the alley off Lake Street
and an amount not to exceed Twenty Four Thousand, Twenty Eight
Dollars ($24,028.00) for the construction of the alley off
Yorktown. Further, Buyer shall cooperate by allowing Seller to
enter the subject property for the construction of the
alley(s). A specific cost estimate and site map depicting the
alley ways is attached hereto as Exhibit E.
9793SCLjn 25
i
IF BUYER DEFAULTS IN THE PERFORMANCE OF ITS OBLIGATIONS
UNDER THIS AGREEMENT, THE ENTIRE DEPOSIT OF EIGHTY-EIGHT
THOUSAND FIVE HUNDRED DOLLARS ($88,500), PLUS ALL INTEREST
ACCRUED THEREON, IF ANY, SHALL BE RETAINED BY SELLER AS DAMAGES
FOR BUYER'S DEFAULT. BUYER AND SELLER ACKNOWLEDGE THAT THEY
HAVE MADE GOOD FAITH REASONABLE EFFORTS TO DETERMINE WHAT
SELLER'S DAMAGES WOULD BE IN THE EVENT OF A DEFAULT BY BUYER
AND THEY HAVE BEEN UNABLE TO ARRIVE AT ANY MEANINGFUL FORMULA
OR MEASURE OF DAMAGES FOR BUYER'S DEFAULT. BUYER AND SELLER
THEREFORE AGREE THAT SUCH DAMAGES WOULD BE EXTREMELY DIFFICULT
AND IMPRACTICAL TO DETERMINE IN THE EVENT OF BUYER'S DEFAULT.
THE DEPOSIT, PLUS ALL INTEREST ACCRUED THEREON, SHALL SERVE AS
LIQUIDATED DAMAGES AND SHALL BE SELLER'S SOLE RIGHT TO DAMAGES
AND SELLER WAIVES ALL RIGHT TO SPECIFIC PERFORMANCE. BY
INITIALING OR SIGNING WHERE INDICATED BELOW, THE PARTIES
SPECIFICALLY APPROVE THIS LIQUIDATED DAMAGES PROVISION.
Buyer's Initials Seller's Initials
31. THE PROJECT -- STANDARDS AND RESTRICTION$
Buyer shall develop the Property solely as an "age
restricted" project (occupancy based on age i.e., minimum age
of 55 years to rent or own) with a maximum of 25 units. The
architecture of said Project shall be compatible with the
adjacent development known as "The Huntington Classics" (shown
on Tract Map Nos. 13569 and 13920. Prior to processing with
the City of Huntington Beach, Buyer shall submit to the
9793SCLjn 26
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0
Architectural Committee of the Huntington Classic (the
"Committee") for review and comment all plans for development
of the Property. The Committee shall respond with its comments
to the plans within thirty days of submittal. The provisions
of this paragraph shall survive for fifteen (15) years
following the close of escrow.
32. PARK AND RECREATION FEES
Seller has already paid to the City of Huntington Beach the
Parks and Recreation fees due for the development of the
Property. Buyer agrees to assist Seller obtain a reimbursement
of said fees from the City of Huntington Beach.
33. BRONZE PLAQUE
Historical monumentation, consisting of a bronze plaque,
with sketch drawing of the previously existing historical
buildings on the site and written description thereof, as
required by Environmental Impact Report 89-3, shall be provided
by Seller to Buyer prior to the close of escrow.
9793SCLjn 27
0
IN WITNESS WHEREOF, Seller and Buyer have signed this
Agreement on the respective dates set forth below.
BUYER:
REDEVELOPMENT AGENCY OF
THE CITY OF HUNTINGTON BEACH
Chairman Date
APPROVED AS TO FORM:
Agency Special Counsel Date
TEST!
Agency Clerk Date
REVIEWED AND APPROVED:
Exec6T'3.ve D' a or Date
SELLER:
CIVIC CENTER PARTNERS,
a California general partnership
By PACIFIC COAST HOMES,
a California corporation
By: _
I t s :.��L►y PrLr�5+�7 r^ Date. U • N-`i 3
APPROVED AS TO FORM:
C AP' u'
Ag�cy Co nse%
-� --� -D2ate-) 'Z�n
INITIATED AND APPROVED:
Director of Date
Economic -
Development
By J. M. MARTIN DEVELOPMENT CORPORATION,
a California Corporation
By:
(name) --- - ----
Its:
C a y L- lv�r4p' we
9793SCLjn 28
0
IN WITNESS WHEREOF, Seller and Buyer have signed this
Agreement on the respective dates set forth below.
BUYER:
REDEVELOPMENT AGENCY OF
THE CITY OF HUNTINGTON BEACH
ILI
Chairman Date
APPROVED AS TO FORM:
Agency Special Counsel Date
TEST;
6;4& " 4 �� � -
Agency Clerk Date
REVIEWED AND APPROVED:
E ecive i for Date
12 -�3 -y-?
SELLER:
CIVIC CENTER PARTNERS,
a California general partnership
By PACIFIC COAST HOMES,
a California corporation
By:
(name)
Its: D
Pt,PPROVED AS TO FORM:
Fla Hv—nt'�
4 cy_ u 2 �p e
INITIATED AND APPROVED:
6 toN3
Director of Date
Economic
Development
By J. M. MARTIN DEVELOPMENT CORPORATION,
a California CorpgLa_tion
B y • %-tip K vL, [/ v
I t s :� S dC C.�.�� Da
4�,IIZZI , / 91 G'l%3
9793SCL1n 28
i
LEGAL DESCRIPTION
EXHIBIT A
Lots 1 through S of Tract 13920 as shown on a map
filed in Book 673, pages 14 to 16 inclusive of Miscellaneous Maps,
official records of Orange County, California
S EXHIBIT B
•
LICENSE AGREEMENT BETWEEN THE
REDEVELOPMENT AGENCY OF THE
CITY OF HUNTINGTON BEACH AND
CIVIC CENTER PARTNERS FOR USE OF
AGENCY -OWNED PROPERTY
This License Agreement is made and entered into this day of
, 1993, by and between the Redevelopment Agency of the
City of Huntington Beach, a public body corporate and politic ("Licensor") and
Civic Center Partners, a California general partnership ("Licensee")
WHEREAS, LICENSEE wishes to Use certain real property more
particularly described in Exhibit "A" hereto (the "Property"), owned by Licensor,
for the purpose of maintaining advertising signage and landscaping for the
adjacent "Huntington Classics" development, and Licensor desires to allow such
use,
NOW, THEREFORE, in consideration of the foregoing and for valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
Permission is hereby given by Licensor to Licensee, its authorized
employees, agents, and contractors, to enter upon and use the Property at no
cost to Licensee, as legally described in Exhibit "A" attached hereto and
incorporated by this reference as fully set forth herein, for the purposes of
1) maintaining advertising signage and landscaping for Licensee's housing
development, 2) temporary storage of construction materials, equipment and a
construction trailer for use in connection with adjacent construction.
sRagreetCiyCntf&W793
•
The right of entry on said real property is subject to the following
terms and conditions:
Licensee shall use the Property exclusively for purposes
stated above. Such use shall include, but not be limited to, installation,
maintenance repair and removal of signage and landscaping, construction
related storage and operations, including construction of the alley on the
premises, if alley construction is required by the City of Huntington Beach.
Licensee hereby agrees to protect, defend, indemnify and
hold and save harmless Licensor, its officers and employees, against any and all
liability, claims, judgments, costs and demands, however caused, including those
resulting from death or injury to Licensee's employees and damage to Licensee's
property, arising directly or indirectly out of the License herein granted by
Licensor, including those arising from the passive concurrent negligence of
Licensor, but save and except those which arise out of the active concurrent
negligence, sole negligence, or the sole willful misconduct of Licensor. Licensee
will conduct all defense at its sole cost and expense. Licensor shall be
reimbursed by Licensee for all costs or attorney's fees incurred by Licensor in
enforcing this obligation.
Pursuant to the Caiifomia Labor Code Section 1861,
Licensee acknowledges awareness of Section 3700 et seq. of said code, which
requires every employer to be insured against liability for workers' compensation;
Licensee covenants that it will comply with all such laws and provisions prior to
commencing performance of the work hereunder.
2
snayree�avrnU�B2793
0
•
Licensee shall maintain such Workers' Compensation Insurance in
an amount of not less than One Hundred Thousand Dollars ($100,000) bodily
injury by accident, each occurrence, One Hundred Thousand Dollars ($100,000)
bodily injury by disease, each employee, and Two Hundred Fifty Thousand
Dollars ($250,000) bodily injury by disease, policy limit, at all times incident
hereto, in forms and underwritten by insurance companies satisfactory to
Licensor.
Licensee shall require all subcontractors to provide such Workers'
Compensation Insurance for all of the subcontractor's employees. Licensee
shall furnish to Licensor a certificate of waiver of subrogation under the terms of
the Workers' Compensation Insurance and Licensor shall similarly require all
subcontractors to waive subrogation.
Licensee shall carry at all times incident hereto, on all
operations to be performed hereunder, general liability insurance, including
coverage for bodily injury, property damage, and blanket contractual liability.
Said insurance shall also include automotive bodily injury and property damage
liability insurance. All insurance shall be underwritten by insurance companies in
forms satisfactory to Licensor for all operations, subcontract worts, contractual
obligations, and all owned vehicles and non -owned vehicles. Said insurance
shall name the Licensor, its officers, agents and employees and all public
agencies as determined by the Licensor as Additional Insureds. Licensee shall
subscribe for and maintain said insurance policies in full force and effect during
the life of this Agreement, in an amount of not less than One Million Dollars
($1,000,000) combined single limit coverage. If coverage is provided under a
form which includes a designated general aggregate limit, such limit shall be no
less than One Million Dollars ($1,000,000). In the event of aggregate coverage,
3
sAagrft%o vcn U r1827 B3
0
i
Licensee shall immediately notify Licensor of any known depletion of limits.
Licensee shall require its insurer to waive its subrogation rights against Licensor
and agrees to provide certificates evidencing the same.
�ka M Il Mill i_ i
Prior to commencing performance of any work upon the
property as Licensed hereunder, Licensee shall furnish to Licensor certificates of
insurance subject to approval of the City Attorney evidencing the foregoing
insurance coverages as required by this Agreement; said certificates shall
provide the name and policy number of each carrier and policy, and shall state
that the policy is currently in force and shall promise to provide that such policies
will not be cancelled without thirty (30) days prior written notice to Licensor.
Licensee shall maintain the foregoing insurance coverages in force until the
License granted under this Agreement is terminated.
The requirement for carrying the foregoing insurance shall not
derogate from the provisions for indemnification of Licensor by Licensee under
this Agreement. Licensor or its representative shall at all times have the right to
demand the original or a copy of all said policies of insurance. Licensee shall
pay, in a prompt and timely manner, the premiums on all insurance hereinabove
required.
A separate copy of the additional insured endorsement to each of
Licensee's insurance policies, naming the Licensor, its officers and employees
as Additional Insureds shall be provided to the City Attorney for approval prior to
any payment hereunder.
F. Licensee hereby releases and forever discharges Licensor
of and from any and all claims, demands, actions or causes of action whatsoever
which Licensee may have, or may hereafter have, against the Licensor
a
sAagreeV:zv"th%827e3
1
LJ
specifically arising out of the matter of the entry of Licensee pursuant onto the
Property pursuant to this Agreement. This is a complete and final release and
shall be binding upon the undersigned and the heirs, executors, administrators,
successors and assigns of Licensee and covers claims arising out of or
connected with Licensee's use of the Property. Licensee hereby expressly
waives any right under or benefit of any law of any jurisdiction whatsoever
providing to the contrary. Neither the acceptance of this release nor any
payment made hereunder shall constitute any admission of any liability of
Licensor.
G. Licensee shall not after, damage or commit any kind of
waste upon the Property or any improvement, equipment or personal property
thereon and shall not interfere in any manner with the operations or activities of
Licensor.
H. Licensee shall keep any equipment used or brought onto the
Property under its absolute and complete control at all times and said equipment
shall be used on the Property at the sole risk of Licensee. Licensee shall bring
no animals onto the Property.
Licensee agrees to furnish all labor, tools, equipment and
material for the performance of the work done by it in connection with such use
and to pay all taxes assessed on wages for said labor and to make any and all
reports required in connection therewith.
J. Licensee agrees that all work done or undertaken by it on
the Property shall be for its sole account and not as an agent, servant or
contractor for Licensor and to indemnify and hold Licensor and the Property
harmless from and against all claims or liens of workmen and materialmen,
including but not limited to, the payment of attorney's fees.
5
sRagree)ovcnrhA82793
0
K. Licensee agrees that the permission herein extended shall
be personal to it and that it shall not assign or permit any third party to avail itself
of any of the privileges granted hereunder.
L. No interest of any kind is hereby given and Licensee shall
never assert any claim or title to the Property except as reflected in Section M
below.
M. Licensee acknowledges that the License granted hereunder
shall terminate upon the first to occur of: (1) the sale of the final unit of
Licensee's adjacent Huntington Classics project or (2) the physical
commencement of structural construction on the premises by Licensor.
N. Licensee acknowledges that it is Licensee's intention to
enter into a purchase agreement to acquire the Property from Licensor.
O. All notices given hereunder shall be effective when
personally delivered or if mailed, within 48 hours of the deposit of such notice in
the U.S. Mail, prepaid, and certified with return receipt requested and addressed
to any representative or employee of Licensee or to Licensor's Project Manager
at the respective addresses shown below.
3. NOII!QE
Licensor shall give Licensee thirty (30) days written notice prior to
commencing construction.
If to Licensee: Civic Center Partners
1941 Lake Street
Huntington Beach, CA 92648
Attention: Mr. J. M. Martin
If to Licensor: Redevelopment Agency of the
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
Attention: Ms. Barbara Kaiser
6
sllagreelc,vcnVA52793
In witness whereof, the parties hereto have executed this Agreeent by
and through their authorized officers on the date first above written.
LICENSEE:
CIVIC CENTER PARTNERS,
a California general partnership
By:
Print Name:
Its:
ATTEST:
By: /"" �
Connie Brockway,&-- Agenc Clerk
REVIEWED AND APPROVED:
By:
MichA T. Uberuaga
Executive Director
LICENSOR:
REDEVELOPMENT AGENCY OF
THE CITY OF HUNTINGTON BEACH
By:
Print Name: 1 z-yv.s�
Its: Er rcc.,. -.f
APPROVED AS TO FORM:
ail tto gency Counsel dlq3.
11Z1
INITIATED AND APPROVED:
By:_t.5..w
Barbara Kaiser
Director of Economic Development
IA
sNggree%vvcnUAB27 93
n
LJ
EXHIBIT C
0
WHEN RECORDED MA[L T'O:
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
Attn: City Clerk
A. P. N.:
FOR GOOD AND VALUABLE CONSIDERATION, RECEIPT OF WHICH IS
HEREBY ACKNOWLE.DGED, CIVIC CENTER PARTNERS, a California general
partnership, ("Grantor"), hereby grants to the Redevelopment Agency of the CITY Of
HUNTINGTON BEACH, a public body, corporate and politic, ("Grantee"), that certain
real property located in the City of Huntington Beach, County of Orange, State of
California (the "Property"), described as follows:
Lots 1 through S of Tract 13920 as shown on a map
filed in Book 673 Pages 14 to 16 inclusive of Miscellaneous
Maps, official records of Orange County, California
The Property is conveyed in accordance with and subject to the Redevelopment
Plan which was approved and adopted by Resolution ##45 of the City Council of the City
of Huntington Beach on September 7, 1982, a copy of which is on file with the Grantee at
its offices as a public record and which is incorporated herein by reference.
EXCEPTING THEREFROM all oil, gas and other hydrocarbons, geothermal
resources, and all other minerals, whether similar to those herein specified or not, within
or that may be produced from said Property.
FURTHER EXCEPTING AND RESERVING THEREFROM any and all water
rights or interests therein, together with the right to grant and transfer all or a portion of
the same, no matter how acquired by Grantor, owned or used by Grantor in connection
with or with respect to the Property, together w-Ith the right and po"ver to explore, drill,
redrill, remove and store the same from the Property or to divert or otherwise utilize such
water rights or interests on any other property, whether such water rights or interests shall
be riparian, overlying, appropriative, littoral, percolating, prescriptive. adjudicated,
statutory or contractual; but without, however, any right to enter upon the surface of the
Property in the exercise of such rights or upon the upper thirty (30) feet of the subsurface
of the Property, and also without any right to enter upon the subsurface of the Property in
such manner as to materially impair the support or stability of any structures or
improvements from time to time located on the Property.
I=UR-CHER EXCEPTING AND RESERVING THEREFROINt the sole and
exclusive right from time to time to drill and maintain wells or other works into or
7dctpdeed+12114/93
through said Property and the adjoining streets, roads and highways below a depth of 500
feet and to produce, inject, store and remove from and through such wells or works oil,
gas, water and other substances of whatever nature, including the right to perform below
said depth any and all operations deemed necessary or convenient for the exercise of such
rights.
"The rights herein above excepted and reserved do not include and do not except or
reserve any right to use the surface of the Property or the first 500 feet below the surface
of the Property or to conduct any operations thereon or therein. Unless hereinafter
specifically excepted and reserved, all rights and interests in the surface of the Property
are hereby conveyed to Grantee.
Without limiting the foregoing the Property is hereby conveyed to Grantee in its
"AS IS" condition, without any representations or warranties by Grantor, subject to:
(a) All general and special real property taxes and assessments, not
delinquent;
(b) All easements, liens, charges, covenants, conditions, restrictions,
reservations, encumbrances, rights and rights -of -way shown of record and all other
matters of record; and
(c) All matters that can be ascertained by a reasonable inspection and/or
survey of the Property.
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 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 references 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.
This grant is made on the condition that the Property is to be used for age -
restricted housing (occupancy limited to persons of fifty-five years of age or older) with a
maximum of twenty-five (25) units to be constructed. If the Properly is used for other
than age -restricted housing or more than twenty-five units are to be constructed or are
constructed on the Property, then Grantor or its heirs, assigns and successors, without
paying any compensation for any buildings or other improvements on the above premises
and without making any compensation or incurring any liability for damages of losses of
any kind, shall have the power to terminate all right, title and interest in the property
2
7nocpdee1Y121t al93
0 0
granted by this deed to Grantee and its heirs, successors and assigns, in the manner
provided by law for the exercise of this power of termination. Immediately on such a
termination, Grantee or its heirs, successors or assigns shall forfeit all rights or title to the
Property and improvements, and the Property shall revert to Grantor or Grantor's heirs,
assigns or successors.
Prior to the commencement of the development application process regarding the
Property, Grantee shall submit all plans for the development of the Property (the
"Development Plans") to the Architectural Review Committed for the Huntington
Classics (the "Committee") for their review and comment.
The Committee shall have thirty (30) days to provide comments after the
development plans are submitted to it. Grantee shall timely inform said Committee of all
substantial changes to the development plans niade through the development approval
process so that the Committee may participate in the approval process.
IN WITNESS WHEREOF, Grantor has executed this Corporation Grant Deed
this day of
CITY OF I IUNTINGTON BEACH
Mayor
1993.
GRANTOR:
CIVIC CENTER PARTNERS
a California general partnership
By: Pacific Coast Homes
Its: General Partner
By:
I). L. O'Conner,Vice President
By:
J. J. Lopez, Assistant Secretary
TEST; APPROVE• D AS TO FORM:tT
,
City Clerk City Atto Icy
RE WED AND APPROVED:3_93
'ity Administr for
3
7/TGCpdeed112114/93
ALL-PURPOSE ACKNOWLEDGMENT
Slate of
County of
149,66c,
On before me, �'`� A' ���5`'� '—I jLme, title of officer),
personaii pear .laa- A10Z� L'f ? - a ZTCrSdll 1?-1'(4CI,y7, e "&Zf E �C� 1{
'personally known to me — — the -basis oLsatisfartogceyAi e=e to
be the persoqg whose nam s rye subscribed to the within instrument and acknowl-
edged to�thahe ecuted the same in#ti91e hel authorized Capaci lei), and
that bygnatureosson the instrument the persokj( )or the entity upon behalf of
�- OFFiCL4L NOTARY SEAL
:.< LAURA A. NELSON
Notwry PuNic-- Calibmia
` ORANGE COUNTY
W COmm ExPir" JUL OB.,905
which the perso rs acted, executed the
instrument.
WITNESS my hand and official seal.
Signature
CAPACITY CLAIMED BY SIGNER
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O WCPiAL NOVOY ASSODAT10N - EM PAo mi - Ir! • P O Ba Y W - Cwom Tok G 913D4 UM
Exhibit D
Conditions of Approval
Tentative Tract Map No. 13920
Depict minimum 22 foot building setback restriction from westerly boundary of 20 foot
wide alleyway.
Depict a landscape easement (minimum 50 square feet) at the Lake and Yorktown
corner for historical monumentation.
Twenty-four (24) inch box eucalyptus fieifolia shall be planted in the Lake Street
parkway as required by the Landscape Division.
Landscaping within public right-of-way shall be maintained by the homeowners. The
5-foot wide sideyard landscaping in public right-of-way shall be properly irrigated and
planted per Public Works Department requirements.
All streets and alleys within the project site shall be fully improved as indicated on the
tentative tract map.
Vehicular access rights on Lake Street and Yorktown Avenue shall be dedicated to the
City except at approved alley intersections.
Historical monumentation consisting of a bronze plaque (with sketch drawing of the
buildings and written description) on a base shall be prepared at the developer's
expense, reviewed by the Historical Resources Board and Design Review Board, and
installed prior to final inspection of the first completed dwelling unit or within 12
months, whichever occurs first.
Prior to issuance of building permits, the applicant shall complete the following:
a. A detailed landscape and irrigation plan to the Department of Community
Development and Public Works for review and compliance shall be submitted.
Said plan shall include the specie of each 36-inch box tree required for each lot.
Any existing mature trees on site shall be retained and incorporated into the site
plan to the maximum extent feasible, except those in the public right--of-way or
in locations identified for construction. Any existing mature tree that must be
removed shall be replaced at a 2:1 ratio with 36-inch box tree, plus additional
24-inch box eucalyptus being provided along Lake Street which shall be
incorporated into the project's landscape plan. The applicant shall provide
additional trees per Public Works standards to meet the 2:1 ratio required. A
36-inch box tree shall be planted in the front yard of each lot and in the exterior
side yard of each corner lot.
b. Details for construction of a seven (7) foot high sound wall and landscaping
along the side of Lot 1 abutting Yorktown shall be submitted to the Community
Development Department for review and approval.
C. Special glazing shall be provided on Lot 1 rate STC = 29 and noted on plans.
d. Air conditioning shall be provided for all dwellings and noted on plans.
e. The applicant shall submit plans for construction of a block wall and landscaping
on the City parking lot along Lake Street at a height which will deflect vehicle
headlight glare. Such wall and landscaping shall be installed prior to occupancy.
f. Provide an outdoor overhead light system on each garage to illuminate the alley
to promote safe access from garage to residence. All lighting included on
private property or in the public right-of-way shall use energy efficient lamps
(e.g. high pressure sodium vapor, metal halide) and all outside lighting shall be
directed to prevent "spillage" onto adjacent propertics.
The Fire Department requires that fire hydrants shall be installed within 300 feet of
travel of all buildings and one fire hydrant shall be installed on Lake Street at Lot 1 at
terminus of radius.
8/20/93
EXHIBIT E
Huntington Classics
Cost Estimate
Tract 13920
1. Alley Improvements..............................$18,867.00
2. Civil Engineering ............................... 780.00
3. Inspection & Testing ............................500.00
SUB TOTAL $20,147.00
4. Contingency ..................................... 2,015.00
5. Management Fee ................................. 2,216.00
TOTAL $24,378.00
Not Included;
I. Electrical Power Lines
2. Public Sidewalk
3. Cable TV
4. Monument
5. Right of Way Landscaping & Irrigation
6. Any Additional Block Walls
7. Retaining Wall
S. Street Lights
Included:
1. Water Service to Each Lot
2. Existing 8" Sewer Line Alley "B"
•
8/20/93
Huntington Classics
Cost Estimate
Tract 13920
ALLEY "B"
1. Alley Improvements..............................$18,108.00
2. Civil Engineering ............................... 1,000.00
3. Inspection & Testing ............................750.00
SUB TOTAL $19,858.00
4. Contingency ..................................... 1,986.00
5. Management Fee .................................... 2,184.00
TOTAL $24,028.00
Not Included;
1. Electrical Power Lines
2. Public Sidewalk
3. Cable TV
4. Monument
5. Right of Way Landscaping & Irrigation
6. Any Additional Block Walls
7. Retaining Wall
8. Street Lights
Included:
1. Water Service to Each Lot
2. Existing 8" Sewer Line Alley "S"
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First American Title Insurance Company 7
POLICY
OF
TITLE
INSURANCE
made by the insured in any transfer or conveyance of the
estate or interest. This policy shall not continue in force in
favor of any purchaser from the insured of either (i,) an estate
or interest in the land, or (ii) an indebtedness secured by a
purchase money mortgage given to the insured.
3. NOTICE OF CLAIM TO BE GIVEN BY
INSURED CLAIMANT.
The insured shall notify the Company promptly in
writing (i) in case of any litigation as set forth in Section 4(a)
below, (ii) in case knowledge shall come to an insured
hereunder of any claim of title or interest which is adverse to
the title to the estate or interest, as insured, and which might
cause loss or damage for which the Company may bo liable
by virtue of this policy, or (iii) if title to the estate or interest,
as insured, is rejected as unmarketable. If prompt notice shall
not be given to the Company, then as to the insured all liability
of the Company shall terminate with regard to the matter or
matters for which prompt notice is required; provided,
however, that failure to notify the Company shall in no case
prejudice the rights of any insured under this policy unless
the Company shall be prejudiced by the failure and then only
to the extent of the prejudice.
4. DEFENSE AND PROSECUTION OF ACTIONS;
DUTY OF INSURED CLAIMANT TO COOPERATE.
(a) Upon written request by the insured and subject to
the options contained in Section 6 of these Conditions and
Stipulations, the Company, at its own cost and without
unreasonable delay, shall provide for the defense of an
insured in litigation in which any third party asserts a claim
adverse to the title or interest as insured, but only as to those
stated causes of action alleging a defect, lien or en-
cumbrance or other matter insured against by this policy. The
Company shall have the right to select counsel of its choice
(subject to the right of the insured to object for reasonable
cause) to represent the insured as to those stated causes of
action and shall not be liable for and will not pay the fees of
any other counsel. The Company will not pay any fees, costs
or expenses incurred by the insured in the defense of those
causes of action which allege matters not insured against by
this policy.
(b) The Company shall have the right, at its own cost,
to institute and prosecute any action or proceeding or to do
any other act which in its opinion may be necessary or
desirable to establish the title to the estate or interest, as
insured, or to prevent or reduce loss or damage to the
insured. The Company may take any appropriate action under
the terms of this policy, whether or not it shall be liable
hereunder, and shall not thereby concede liability or waive
any provision of this policy. If the Company shall exercise its
rights under this paragraph, it shall do so diligently.
(c) Whenever the Company shall have brought an
action or interposed a defense as required or permitted by the
provisions of this policy, the Company may pursue any
litigation to final determination by a court of competent
jurisdiction and expressly reserves the right, in its sole
discretion, to appeal from any adverse judgment or order.
(d) In all cases where this policy permits or requires
the Company to prosecute or provide for the defense of any
action or proceeding, the insured shall secure to the
Company the right to so prosecute or provide defense in the
action or proceeding, and all appeals therein, and permit the
Company to use, at its option, the name of the insured forthis
purpose. Whenever requested by the Company, the insured,
at the Company's expense, shall give the Company all
reasonable aid (i) in any action or proceeding, securing
evidence, obtaining witnesses, prosecuting or defending the
action or proceeding, or effecting settlement, and (ii) in any
other lawful act which in the opinion of the Company may be
necessary or desirable to establish the title to the estate or
interest as insured. If the Company is prejudiced by the failure
of the insured to furnish the required cooperation, the
Company's obligations to the insured under the policy shall
terminate, including any liability or obligation to defend,
prosecute, or continue any litigation, with regard to the matter
or matters requiring such cooperation.
PROOF OF LOSS OR DAMAGE.
In addition to and after the notices required under
Section 3 of these Conditions and Stipulations have been
provided the Company, a proof of loss or damage signed and
sworn to by the insured claimant shall be furnished to the
Company within 90 days after the insured claimant shall
ascertain the facts giving rise to the loss or damage. The
proof of loss or damage shall describe the defect in, or lien
or encumbrance on the title, or other matter insured against
Company for cancellation.
(b) To Pay or Otherwise Settle With Parties Other than
Insured or With the Insured Claimant.
(i) to pay or otherwise settle with other parties for
or in the name of an insured claimant any claim insured
against under this policy, together with any costs, attorneys'
fees and expenses incurred by the insured claimant which
were authorized by the Company up to the time of payment
and which the Company is obligated to pay; or
(ii) to pay or otherwise settle with the insured
claimant the loss or damage provided for under this policy,
together with any costs, attorneys' fees and expenses
incurred by the insured claimant which were authorized by the
Company up to the time of payment and which the Company
is obligated to pay.
Upon the exercise by the Company of either of the
options provided for in paragraphs (b)(i) or (ii), the Com-
pany's obligations to the insured under this policy for the
claimed loss or damage, other than the payments required to
be made, shall terminate, including any liability or obligation
to defend, prosecute or continue any litigation.
7. DETERMINATION, EXTENT OF LIABILITY
AND COINSURANCE.
This policy is a contract of indemnity against actual
monetary loss or damage sustained or incurred by the
insured claimant who has suffered loss or damage by reason
of matters insured against by this policy and only to the extent
herein described.
(a) The liability of the Company under this policy shall
not exceed the least of:
(i) the Amount of Insurance stated in Schedule A;
or
(ii) the difference between the value of the insured
estate or interest as insured and the value of the insured estate
or interest subject to the defect, lien or encumbrance insured
against by this policy.
(b) In the event the Amount of Insurance stated in
Schedule A at the Date of Policy is less than 80 percent of
the value of the insured estate or interest or the full
consideration paid for the land, whichever is less, or if
subsequent to the Date of Policy an improvement is erected
on the land which increases the value of the insured estate
or interest by at least 20 percent over the Amount of
Insurance stated in Schedule A, then this Policy is subject to
the following:
(i) where no subsequent improvement has been
made, as to any partial loss, the Company shall only pay the
loss pro rata in the proportion that the Amount of Insurance
at Date of Policy bears to the total value of the insured estate
or interest at Date of Policy; or (ii) where a subsequent
improvement has been made, as to any partial loss, the
Company shall only pay the loss pro rata in the proportion that
120 percent of the Amount of Insurance stated in Schedule
A bears to the sum of the Amount of Insurance stated in
Schedule A and the amount expended for the improvement.
The provisions of this paragraph shall not apply to
costs, attorneys' fees and expenses for which the Company
is liable under this policy, and shall only apply to that portion
of any loss which exceeds, in the aggregate, 10 percent of
the Amount of Insurance stated in Schedule A.
(c) The Company will pay only those costs, attorneys'
fees and expenses incurred in accordance with Section 4 of
these Conditions and Stipulations.
B. APPORTIONMENT.
If the land described in Schedule (A)(C) consists of two
or more parcels which are not used as a single site, and a loss
is established affecting one or more of the parcels but not all,
the loss shall be computed and settled on a pro rata basis as
if the Amount of Insurance under this policy was divided pro
rats as to the value on Date of Policy of each separate parcel
to the whole, exclusive of any improvements made sub-
sequent to Date of Policy, unless a liability or value has
otherwise been agreed upon as to each parcel by the
Company and the insured at the time of the issuance of this
policy and shown by an express statement or by an
endorsement attached to this policy.
9. LIMITATION OF LIABILITY.
(a) If the Company establishes the title, or removes the
alleged defect, lien or encumbrance, or cures the lack of a
right of access to or from the land, or cures the claim of
unmarketability of title, all as insured, in a reasonably diligent
manner by any method, including litigation and the comple-
tion of any appeals therefrom, it shall have fully performed its
obligations with respect to that matter and shall not be liable
had this policy not been issued. If requested by the Company,
the insured claimant shall transfer to the Company all rights
d remedies against any person or property necessary in
Jer:to perfect this right of subrogation. The insured
claimant shall permit the Company to sue, compromise or
settle in the name of the insured claimant and to use the name
of the insured claimant in any transaction or litigation
involving these rights or remedies.
If a payment on account of a claim does not fully cover
the loss of the insured claimant, the Company shall be
subrogated to these rights and remedies in the proportion
which the Company's payment bears to the whole amount
of the loss.
If loss should result from any act of the insured
claimant, as stated above, that act shall not void this policy,
but the Company, in that event, shall be required to pay only
that part of any losses insured against by this policy which
shall exceed the amount, if any, lost to the Company by
reason of the impairment by the insured claimant of the
Company's right of subrogation.
(b) The Company's Rights Against non -Insured
Obligors.
The Company's right of subrogation against non-
insured obligors shall exist and shall include, without
limitation, the rights of the insured to indemnities, guaranties,
other policies of insurance or bonds, notwithstanding any
terms or conditions contained in those instruments which
provide for subrogation rights by reason of this policy.
14. ARBITRATION.
Unless prohibited by applicable law, either the Com-
pany or the insured may demand arbitration pursuant to the
Title Insurance Arbitration Rules of the American Arbitration
Association. Arbitrable matters may include, but are not
limited to, any controversy or claim between the Company
and the insured arising out of or relating to this policy, any
service of the Company in connection with its issuance or
the breach of a policy provision or other obligation. All
arbitrable matters when the Amount of Insurance is
$1,000,000 or less shall be arbitrated at the option of either
the Company or the insured. All arbitrable matters when the
Amount of Insurance is in excess of $1,000,000 shall be
arbitrated only when agreed to by both the Company and the
insured. Arbitration pursuant to this policy and under the
Rules in effect on the date the demand for arbitration is made
or, at the option of the insured, the Rules in effect at Date of
Policy shall be binding upon the parties. The award may
include attorneys' fees only if the laws of the state in which
the land is located permit a court to award attorneys' fees to
a prevailing party. Judgment upon the award rendered by the
Arbitrator(s) may be entered in any court having jurisdiction
thereof.
The law of the situs of the land shall apply to an
arbitration under the Title Insurance Arbitration Rules.
A copy of the Rules may be obtained from the
Company upon request.
15. LIABILITY LIMITED TO THIS POLICY;
POLICY ENTIRE CONTRACT.
(a) This policy together with all endorsements, if any,
attached hereto by the Company is the entire policy and
contract between the insured and the Company. In interpret-
ing any provision of this policy, this policy shall be construed
as a whole.
(b) Any claim of loss or damage, whether or not
based on negligence, and which arises out of the status of
the title to the estate or interest covered hereby or by any
action asserting such claim, shall be restricted to this policy.
(c) No amendment of or endorsement to this policy
can be made except by a writing endorsed hereon or attached
hereto signed by either the President, a Vice President, the
Secretary, an Assistant Secretary, or validating officer or
authorized signatory of the Company.
16. SEVERABILITY.
In the event any provision of the policy is held invalid
or unenforceable under applicable law, the policy shall be
deemed not to include that provision and all other provisions
shall remain in full force and effect.
17. NOTICES, WHERE SENT.
All notices required to be given the Company and any
statement in writing required to be furnished the Company
shall include the number of this policy and shall be addressed
to the Company at 114 East Fifth Street, Santa Ana, California
92701, or to the office which issued this policy.
ALTA OWNERS POLICY
SCHEDULE A
TOTAL FEE. FOR TITLE, EXAMINATION
AND TITLE INSURANCE S2,380-50
AMOUNT OF INSURANCE $885,000.00
DATE 01- POLICY: FEBRUARY 17, 1994 AT 8-00 A. M.
OR-9360198
I- NAME OF INSURED
REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, A PUBLIC BODY,
CORPORATE AND POLITIC.
2- 111E FSTATF OR INTEREST IN THE LAND WHICH IS COVERED BY THIS POLICY IS:
A FEE.
3 TITLE TO THE ES7ATE OR 1N'TTRPS'T IN T}1F I -AND 1S VESTED IN
REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, A PUBLIC BODY,
CORPORATE AND POLITIC.
a THE LAND REFERRED TO IN THIS POLICY IS DESCRIBED AS FOLLOWS:
(SEE EXHIBIT "A" ATTACHED HERETO.)
PAGI; 2
ALTA OWNERS POLICY
SCHEDULE B
EXCEPTIONS FROM COVERAGE
OR-9360198
I HIS POLICY DOES NOT INSURE AGAINST LOSS OR DAMAGE (AND THE COMPANY WILL NOT PAY COSTS. ATTORNEYS' FEES OR LXPLNSI:S) WHICH
ARISE BY REASON OF-
1. THE LIEN OF SUPPLEMENTAL TAXES ASSESSED PURSUANT TO CHAPTER 3.5 COMMENCING WITH
SECTION 75 OF THE CALIFORNIA REVENUE AND TAXATION CODE.
2. THE RIGHT TO USE ALL STREETS, ALLEYS AND AVENUES DEDICATED TO PUBLIC USE WITHIN TRACT
NO 12, FOR WATER MAINS, PIPE LINES AND INCIDENTAL PURPOSES, AS CONVEYED TO HUNTINGTON
BEACH WATER COMPANY, A CORPORATION, BY INSTRUMENT RECORDED JANUARY 30, 1923 IN BOOK 451,
PAGE 325 OF DEEDS.
3. AN EASEMENT AS SET FORTH IN AN INSTRUMENT RECORDED APRIL 4, 1990 AS INSTRUMENT
NO. 90-176640 OF OFFICIAL RECORDS,
IN FAVOR OF: GTE CALIFORNIA INCORPORATED, A CORPORATION.
FOR: TRANSMISSION OF ELECTRIC ENERGY FOR COMMUNICATION AND INCIDENTAL
PURPOSES.
OVER: A PORTION OF THE LAND.
4. THE DEDICATION TO THE CITY OF HUNTINGTON BEACH OF THE DOMESTIC WATER SYSTEM AND
APPURTENANCES AND THE SANITARY SEWER SYSTEM AND APPURTENANCES AS SHOWN ON THE
IMPROVEMENT PLANS OF TRACT NO. 13569, AS RECITED ON THE MAP OF SAID TRACT.
5. ALL VEHICULAR ACCESS RIGHT TO YORKTOWN AVENUE AND LAKE STREET, EXCEPT AT APPROVED
ALLEY INTERSECTIONS HAVE BEEN RELEASED AND RELINQUISHED TO THE CITY OF HUNTINGTON
BEACH ON THE MAP OF SAID TRACT.
6- AN EASEMENT FOR LANDSCAPE PURPOSES AS SHOWN ON THE MAP OF SAID TRACT OVER A PORTION
OF LOT I.
7. AN INSTRUMENT ENTITLED "CERTIFICATE OF CORRECTION" RECORDED OCTOBER 16. 1992 AS
INSTRUMENT NO. 92-702428 OF OFFICIAL RECORDS; REFERENCE BEING MADE TO THE RECORD THEREOF
FOR FULL PARTICULARS.
8. EASEMENTS, COVENANTS AND CONDITIONS CONTAINED IN THE DEED FROM CIVIC CENTER
PARTNERS, A CALIFORNIA GENERAL PARTNERSHIP, AS GRANTOR, TO REDEVELOPMENT AGENCY OF THE
CITY OF HUNTINGTON BEACH, A PUBLIC BODY, CORPORATE AND POLITIC, AS GRANTEE, RECORDED
FEBRUARY 17, 1994 AS INSTRUMENT NO. 94-0119882 OF OFFICIAL RECORDS. REFERENCE BEING MADE
TO SAID DOCUMENT FOR FULL PARTICULARS.
PAGE 3
ALTA OWNERS POLICY
EXHIBIT "A"
OR-9360198
ALL THAT CERTAIN LAND SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF ORANGE, CITY OF
HUNTINGTON BEACH, AND IS DESCRIBED AS FOLLOWS -
LOTS 1 TO 5 INCLUSIVE OF TRACT NO. 13920, AS SHOWN ON A MAP FILED IN BOOK 673, PAGES 14 TO 16
INCLUSIVE OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA.
EXCEPTING THEREFROM ALL OIL, GAS, ASPHALTUM AND OTHER HYDROCARBONS AND ALL OTHER
MINERALS WHETHER SIMILAR OR DISSIMILAR TO THOSE HEREIN SPECIFIED AND INCLUDING ALL
FISSIONABLE MATERIALS WITHIN OR THAT MAY BE PRODUCED OR EXTRACTED OR TAKEN FROM SAID
LAND BELOW A DEPTH OF 500 FEET, WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED BY TI4E
HUNTINGTON BEACH COMPANY 1N A DEED RECORDED NOVEMBER 4, 1988 AS INSTRUMENT NO. 88-569347
OF OFFICIAL RECORDS.
ALSO EXCEPTING ALL WATER RIGHTS AS RESERVED BY THE HUNTINGTON BEACH COMPANY IN DEED
RECORDED NOVEMBER 4, 1988 AS INSTRUMENT NO 88-569347 OF OFFICIAL RECORDS.
NOTE 1. BY A QUITCLAIM DEED RECORDED AUGUST 29, 1957 IN BOOK 4021, PAGE 372 OF OFFICIAL
RECORDS, THE HUNTINGTON BEACH COMPANY QUITCLAIMED ALL ITS RIGHT TO DRILL SLANTED WELLS
FROM LANDS ADJACENT TO SAID LAND, INTO AND THROUGH THE TOP FIVE HUNDRED (500) FEET,
MEASURED VERTICALLY IN DEPTH BELOW THE SURFACE OF SAID LAND
NOTE2: EXCEPT AS HEREINAFTER SPECIFICALLY PROVIDED, GRANTEE AGREES THAT. WITHOUT TIME
CONSENT OF GRANTOR IN WRITING BEING FIRST OBTAINED, IT WILL NOT USE THE SURFACE OF THF.'
LANDS DESCRIBED ABOVE OR THAT PORTION OF SAID LANDS FROM THE SURFACE TO FIVE HUNDRED
(500) FEET BELOW THE SURFACE FOR ANY PURPOSE WHATSOEVER, INCLUDING, BUT NOT LIMITED TO
DRILLING ANY WELL OR WELLS OR ANY OTHER ACTIVITY IN CONNECTION WITH DEVELOPING.
PRODUCING OR OPERATING THE MINERAL INTERESTS (NOTHING HEREIN IS INTENDED TO PREVENT
GRANTOR FROM USING CITY STREETS AND OTHER PUBLIC WAYS). IT IS UNDERSTOOD AND AGREED,
HOWEVER, THAT BELOW A DEPTH OF FIVE HUNDRED (500) FEET BENEATH THE SURFACE (HEREINAFTER
CALLED THE "SUB-500 PORTION-) GRANTEE MAY SLANT DRILL UNDER SUCH LANDS, AND/OR DRILL
WELL OR WELLS ON LANDS POOLED THEREWITH, AND OTHERWISE CONDUCT OPERATIONS WHICH DO
NOT INVOLVE THE USE OF THE SURFACE (OR THAT PORTION OF THE SUBSURFACE OTHER THAN THE
SUB-500 PORTION) OF SUCH LANDS, IN ORDER TO REACH AND PRODUCE THE. OIL, GAS AND OTHER
MINERALS IN AND UNDER SUCH SUB-500 PORTION OF SUCH LANDS. IT 1S RECOGNIZED THAT THE
CERTAIN WELLS KNOWN AS THE ELLIOTT NO. 1 WELL IS LOCATED ON THE ABOVE DESCRIBED LANDS
AND IS PRODUCING OIL AND GAS ATTRIBUTABLE TO THE MINERAL INTERESTS; GRANTEE AGREES TO
PLUG AND ABANDON SUCH WELLS ON OR BEFORE JANUARY 1, 1989, AND GRANTOR AGREES "CHAT,
NOTWITHSTANDING THE PRECEDING PORTION OF THIS PARAGRAPH, GRANTEE MAY USE THE SURFACE
OF THE ABOVE DESCRIBED LANDS TO OPERATE SUCH WELLS PRIOR TO SUCH JANUARY 1, 1989, AND TO
CONDUCT SUCH OPERATIONS AS MAY BE REQUIRED TO PLUG AND ABANDON SUCH WELLS, AS GRANTED
TO ANGUS PETROLEUM CORPORATION IN A DEED RECORDED JULY 5, 1988 AS INSTRUMENT NO. 88-319698
OF OFFICIAL RECORDS.
PAGE 4
ALTA OWNERS POLICY
OR-9360198
WARNING
"THE NIAP ATTACHED HERETO MAY OR MAY NOT BE A SURVEY OF THE LAND DEPICTED
THEREON. YOU SHOULD NOT RELY UPON IT FOR ANY PURPOSE OTHER TITAN
ORIENTATION TO THE GENERAL LOCATION OF THE PARCEL OR PARCELS DEPICTED.
FIRST AMERICAN EXPRESSLY DISCLAIMS ANY LIABILITY FOR ALLEGED LOSS OR DAMAGE
WHICH MAY RESULT FROM RELIANCE UPON THIS MAP."
PAGE: 5
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First American Title Insurance Company
THIS ht" M SCR INpon"TION ONLY AND IS NOT A PART OP THtS THTU WVINNC9
Form No IA0292 _—_— Yokfru.— 4hL
ALTA OwnCr 5 Policy ♦ w l� S� �. p�
POLICY OF TITLE INSURANCE
n
iti;r�u ri}.
First American Title Insurance Company
SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE
B AND THE CONDITIONS AND STIPULATIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a California
corporation, herein called the Company, insures, as of Date of Policy shown in Schedule A. against loss or damage.
not exceeding the Amount of Insurance stated in Schedule A. sustained or incurred by the insured by reason of:
1. Title to the estate or interest described in Schedule A being vested other than as stated therein-,
2- Any defect in or lien or encumbrance on the title.
3. Unmarketabiliry of the title;
4. Lack of a right of access to and from the land_
The Company will also pay the costs, attorneys' fees and expenses incurred in defense of the title, as insured, but
only to the extent provided in the Conditions and Stipulat)ons.
First American Title Insurance Company
212770 A�4 4z SE'CREEAR}•
MT NSER 24
ieea r
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which
arise by reason of:
1. (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting, regulating, prohibiting
or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improvement now or hereafter erected on the
land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental
protection, or the effect of any violation of these laws, ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof
or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date
of Policy.
(b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance
resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy.
2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any
taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge.
3. Defects, liens, encumbrances, adverse claims or other matters:
(a) created, suffered, assumed or agreed to by the insured claimant;
(b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company
by the insured claimant prior to the date the insured claimant became an insured under this policy;
(c) resulting in no loss or damage to the insured claimant;
(d) attaching or created subsequent to Date of Policy; or
(e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the estate or interest insured by this policy.
4. Any claim, which arises out of the transaction vesting in the Insured the estate or interest insured by this policy, by reason of the operation of federal bankruptcy,
state insolvency, or similar creditors' rights laws, that is based on:
(i) the transaction creating the estate or interest insured by this policy being deemed a fraudulent conveyance or fraudulent transfer; or
(ii) the transaction creating the estate or interest insured by this policy being deemed a preferential transfer except where the preferential transfer results from the
failure:
(a) to timely record the instrument of transfer; or
(b) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor.
CONDITIONS AND STIPULATIONS
DEFINITION OF TERMS.
The following terms when used in this policy mean:
(a) "insured": the insured named in Schedule A, and,
subject to any rights or defenses the Company would have
had against the named insured, those who succeed to the
interest of the named insured by operation of law as
distinguished from purchase including, but not limited to,
heirs, distributees, devisees, survivors, personal representa-
tives, next of kin, or corporate or fiduciary successors.
(b) "insured claimant': an insured claiming loss or
damage.
(c) "knowledge" or "known": actual knowledge, not
constructive knowledge or notice which may be imputed to
an insured by reason of the public records as defined in this
policy or any other records which impart constructive notice
of matters affecting the land.
(d) "land": the land described or referred to in
Schedule (A), and improvements affixed thereto which by law
constitute real property. The term "land" does not include any
property beyond the lines of the area described or referred
to in Schedule (A), nor any right, title, interest, estate or
easement in abutting streets, roads, avenues, alleys, lanes,
ways or waterways, but nothing herein shall modify or limit
the extent to which a right of access to and from the land is
insured by this policy.
(e) "mortgage": mortgage, deed of trust, trust deed,
or other security instrument.
(f) "public records": records established under state
statutes at Date of Policy for the purpose of imparting
constructive notice of matters relating to real property to
purchasers for value and without knowledge. With respect to
Section 1(a)(iv) of the Exclusions From Coverage, "public
records" shall also incude environmental protection liens filed
in the records of the clerk of the United States district court
for the district in which the land is located.
(g) "unmarketability of the title": an alleged or
apparent matter affecting the title to the land, not excluded or
excepted from coverage, which would entitle a purchaser of
the estate or interest described in Schedule A to be released
from the obligation to purchase by virtue of a contractual
condition requiring the delivery of marketable title.
2. CONTINUATION OF INSURANCE AFTER
CONVEYANCE OF TITLE.
The coverage of this policy shall continue in force as
of Date of Policy in favor of an insured only so long as the
insured retains an estate or interest in the land, or holds an
indebtedness secured by a purchase money mortgage given
by a ourchaser from the insured,,.or only so long as the
by this policy which constitutes the basis of loss or damage
and shall state, to the extent possible, the basis of calculating
the amount of the loss or damage. If the Company is
prejudiced by the failure of the insured claimant to provide the
required proof of loss or damage, the Company's obligations
to the insured under the policy shall terminate, including any
liability or obligation to defend, prosecute, or continue any
litigation, with regard to the matter or matters requiring such
proof of loss or damage.
In addition, the insured claimant may reasonably be
required to submit to examination under oath by any
authorized representative of the Company and shall produce
for examination, inspection and copying, at such reasonable
times and places as may be designated by any authorized
representative of the Company, all records, books, ledgers,
checks, correspondence and memoranda, whether bearing a
date before or after Date of Policy, which reasonably pertain
to the loss or damage. Further, if requested by any authorized
representative of the Company, the insured claimant shall
grant its permission, in writing, for any authorized rep-
resentative of the Company to examine, inspect and copy all
records, books, ledgers, checks, correspondence and mem-
oranda in the custody or control of a third party, which
reasonably pertain to the loss or damage. All information
designated as confidential by the insured claimant provided
to the Company pursuant to this Section shall not be
disclosed to others unless, in the reasonable judgment of the
Company, it is necessary in the administration of the claim.
Failure of the insured claimant to submit for examination
under oath, produce other reasonably requested information
or grant permission to secure reasonably necessary informa-
tion from third parties as required in this paragraph, unless
prohibited by law or governmental regulation, shall terminate
any liability of the Company under this policy as to that claim.
6. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS;
TERMINATION OF LIABILITY.
In case of a claim under this policy, the Company shall
have the following additional options:
(a) To Pay or Tender Payment of the Amount of
Insurance.
To pay or tender payment of the amount of insurance
under this policy together with any costs, attomeys' fees and
expenses incurred by the insured claimant, which were
authorized by the Company, up to the time of payment or
tender of payment and which the Company is obligated to
pay.
Upon the exercise by the Company of this option, all
"''f11ity and obligations to the insured under this policy, other
ion to make the payment required, shall terminate, including
any liability or obligation to defend, prosecute, or continue
for any loss or damage caused thereby.
(b) In the event of any litigation, including litigation by
the Company or with the Company's consent, the Company
shall have no liability for loss or damage until there has been
a final determination by a court of competent jurisdiction,
and disposition of all appeals therefrom, adverse to the titte
as insured.
(c) The Company shall not be liable for loss or
damage to any insured for liability voluntarily assumed by the
insured in settling any claim or suit without the prior written
consent of the Company.
10. REDUCTION OF INSURANCE; REDUCTION OR
TERMINATION OF LIABILITY.
All payments underthis policy, except payments made
for costs, attorneys' fees and expenses, shall reduce the
amount of the insurance pro tanto.
11. LIABILITY NONCUMULATIVE.
It is expressly understood that the Amount of In-
surance underthis policy shall be reduced by any amountthe
Company may pay under any policy insuring a mortgage to
which exception is taken in Schedule B or to which the
insured has agreed, assumed, or taken subject, or which is
hereafter executed by an insured and which is a charge or
lien on the estate or interest described or referred to in
Schedule A, and the amount so paid shall be deemed a
payment under this policy to the insured owner.
12. PAYMENT OF LOSS.
(a) No payment shall be made without producing this
policy for endorsement of the payment unless the policy has
been lost or destroyed, in which case proof of loss or
destruction shall be furnished to the satisfaction of the
Company.
(b) When liability and the extent of loss or damage has
been definitely fixed in accordance with these Conditions and
Stipulations, the loss or damage shall be payable within 30
days thereafter.
13. SUBROGATION UPON PAYMENT
OR SETTLEMENT.
(a) The Company's Right of Subrogation.
Whenever the Company shall have settled and paid a
m:'under this -policy, all right of subrogation shall vest in
e Company unaffected by any act of the insured claimant.
The Company shall be subrogated to and be entitled to all
rights and remedies which the insured claimant would have
�e wcn
�� x4 CITY OF HUNTINGTON 8H
• INTER -DEPARTMENT COMM CA 10N r !.L
M11-111KCTON BEACH
NIR 8 10 01 fill '94
TO: Connie Brockway, City Clerk
4-a-yeo
-
FROM: Barbara A. Kaiser, Deputy City Administrator/Economic Dement
SUBJECT: Policy of 7111e Insurance - Yorktown Lake Housing Property
DATE: March 7, 1994
I have attached the Title Policy for the Yorktown Lake Property Acquisition to be
added to your Yorktown Lake file, accompanying the Deed of Trust you already have.
If you have any questions, please contact me at extension 5582.
BAK:ls
Attachment: Title Policy
858