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HomeMy WebLinkAboutCoultrup Development Company & Birtcher Real Estate - 1995-01-01' • REQUEST FOR CITY COUNCIL/ . REDEVELOPMENT AGENCY ACTION ED 92-40 December 21, 1992 Submitted to: Submitted by: Data Honorable Mayor/Chairman & City Council/Redevelopment Agency Members Michael T. Uberuaga, City Administrator/Executive Director L Barbara A. Kaiser, Deputy City Administrator/Economic Development Prepared by: Disposition and Development Agreement between Coultrup Companies and Subject: Birtcher Real Estate Limited and the Redevelopment Agency of the City of Huntington Beach/Main-Pier Redevelopment Project Area Consistent with Council Policy? [)4 Yes - [ ] New Policy or Exception Statement of Issue, Recommendation, Analysis, Funding Source, Alternative Actions, Attachments: (,c'c� ST}ITEMENI OF ISSUE: Since July 15, 1991, Redevelopment Agency staff has been in negotiations with the Coultrup Companies for development of a condominium project and 48,000 square foot commerciallretail/restaurant project located at Main, Pacific Coast Highway, Walnut and Sixth Street. A Disposition and Development Agreement (DDA) has = been executed by the Coultrup Companies and Birtcher Real Estate Limited to implement this proposed project. The public hearing for the DDA was continued by the City Council until December 21, 1992. Since no DDA has been executed, staff is recommending that the Issue be tabled. WES(SI&LY Ma�_� • J • Table consideration of the DDA by and among the Redevelopment Agency of the City of Huntington Beach and Coultrup Companies and Dirtcher Real Estate Limited, as developer, for the property bounded by Main and Sixth Streets, Pacific Coast Highway and Walnut Avenue and re -advertise the public hearing at a later date. ANALYSIS: mma The Redevelopment Agency has been attempting to develop a feasible plan for the redevelopment of these two blocks for the last 8+ years. Extensive negotiations with two different developers and the remaining property owners ended without success. The Agency's latest attempt began with the issuance of a Request for Proposals in the fall of 1990. The RFP included an "Owner Participation" requirement, therefore only submittals including the participation of one or more existing property owners would be eligible for consideration. PIO 4/84 In July of 199I, the Agency entered into a 120-day Exclusive Negotiation Agreement (ENA) with Coultrup Development Company and six of the Phase iI property owners for the purpose of negotiating a Disposition and Development Agreement (DDA). Although the formal ENA expired in November of 1991, the Agency directed staff to continue good faith negotiations as long as progress towards culminating an agreement was being made. At this date, staff, the Coultrup Companies and Birtcher Real Estate Limited, have not agreed to all the terms in the attached DDA. The Coultrup Companies and the property owners have entered into a Property Owners Partnership Agreement for development of Block 104. (Attachment No. I to the DDA). The DDA calls for the proposed project consisting of approximately 48,000 square feet of visitor -serving commercial space including a mix of retail, restaurant, and offices. All of this visitor -serving commercial space will be located on Block 104 (bordered by Main and Sth Streets, Pacific Coast Highway and Walnut Avenue). Approximately 21,000 square feet will be housed in a new two-story structure with 100 linear feet of storefront along Main Street. The remaining approximate 27,000 square feet will be located on Pacific Coast Highway in a three-story structure also with 100 linear feet of frontage. The residential element of the project is located in Block 105 (bordered by Sth & 6th streets, Pacific Coast Highway, and Walnut Avenue) directly northwest and adjacent to the visitor -serving commercial. The 80 condominiums will consist of various floor plans to include 34 -- 1 bedrooms and 46 - 2 bedrooms ranging in size from 838 sf -1,290 sf. The average projected sales price is $248,000, with most units having ocean views. The residential component not only enhances the economics of the project, the influx of new residents downtown will provide much needed patronage to the shops and restaurants in the off-peak season. v l r r n hi li i n 1) 1�=rty-Acauisition: Purchase Agency parcels for a total of $1,800,000 on Block 105. As an even trade, exchange one parcel on Block 105 for one parcel on Block 104. 2) EWICCt Pescriptig!3: Develop a mixed -use project with approximately 48,000 sf In two commercial/office complexes along Main Street and PCH, an 90--unit condominium project on Block 105, and related parking. as entitlements specify. 3) inanci=: Coultrup/Birtcher to provide financing for development, acquisition, and construction of Block 105. The property owners are responsible for providing financing for development and construction of Block I04. 4) Public_Im v m : Developer to construct and pay for all offsite and onsite Improvements for Block 105, with the exception of curb, gutter, and sidewalk adjacent to the Worthy parcel. 5) 11azardgILI Materigls: Developer will bear the cost of its own Investigation and clean up of parcels it owns. Developer may terminate if clean-up costs exceed $125,000. 6) Prmcrty Oyvner business Expenses: Partnership is responsible for allocating $380,000 provided by the Agency to individual property owners for the purpose of covering any and all relocation, down time, and potential goodwill costs. 2 7) Equity Sharing: Developer will share SO% of residential sales revenues received above agreed upon threshold with the Agency (10% equity return, $3.2 million profit on sales). 8) Demolition: The partnership shall have demolished the existing commercial structures on Block 104 at their cost (except the Lane parcel) prior to transfer of the Agency and third -party parcels, and prior to the start of construction of the condominiums on Block 105. 9) Partn=hl : Partnership documents between the property owners and Coultrup Companies have been executed. Such documents define the relationship and responsibilities between the property owners and the Coultrup Companies. 10) Guarantee : If the project is terminated due to the inability to finance Block 104 and/or Block 105, Coultrup Companies will return to the Agency $190,000 initially provided at DDA execution. This provision is backed by an unsecured Coultrup Companies guarantee. velooment Aeen 1) Ptpriy Dis=Jlion: Agency to sell its parcel, (including Wimpi's parcel) if acquired, to the developer for $1,800,000. 2) Public Improvements: The Agency is to construct, or cause construction of, all offsite public improvements for BIock 104, as well as those curb, gutter, and sidewalk improvements adjacent to the Worthy parcel in Block 105 (estimated at $250,000). 3) H zardgUS Materials: The Agency is required to bear the cost of investigation and clean-up of any hazardous materials located on property currently owned before sale of the site, and up to $100,000 on parcels to be acquired. After disposition, the Agency is responsible to the extent of $200,000 for any supplemental clean-up work required on its property, with the right to terminate if costs exceed $200,000. 4) pgvelogment Fees: The Agency is responsible for paying to the city any increase in development fees that are implemented between November 16, 1992, and within six months after California Coastal Commission approval of the entitlements (estimated at $200,000). 5) Business Expos: The Agency is obligated to pay the partnership $380,000 to cover any and all relocation, down time, and potential goodwill costs plus actual cost of relocating non property owner commercial tenants (including Wimpi's, if acquired) and all residential tenants ($250,000 estimated). 6) rkin : Downtown Parking Master Plan to be approved by the City Council and Coastal Commission. Agreement will terminate if Plan is not approved and Developer to receive a six -months Exclusive Negotiation Agreement to negotiate a revised project on Blocks 104 & 105. 7) Eminent Domain: The Agency agrees to consider use of its eminent domain authority to purchase the Wimpi's site at its own expense, if necessary. Further, the Agency agrees to consider use of eminent domain for any partnership property owners' property that drops out of the deal at the expense of the partnership. 3 9) AfOrdable, Ho ine: Agency to assume responsibility for complying with the affordable housing requirements under Redevelopment Law. Agency has already adopted the Housing Replacement PIan. 9) Reimbursemenl: Agency to provide Developer with $200,000 upon execution of the DDA. Agency to provide Coultrup Companies an additional $150,000 if agreement terminated due to failure to obtain Parking Master Plan approval. Agency to reimburse developer for costs associated with developing Block 104 and reimbursable expenses if Block 105 does not proceed (estimated at $470,000 for construction cost and $380,000 for reimbursables, less $200,000 already received). 10) Financin : Agency to provide a maximum interest subsidy to the property owners not to exceed $490,000 to be negotiated directly with the lender providing permanent financing for Block 104 only. I?ublic Pene£its_ofthePrpposed.Project: 1) The DDA furthers the objectives of the Community Redevelopment Law, and implements the Redevelopment Plan for the Main -Pier Project Area. 2) The DDA provides for removal of blight and upgrade of two city blocks with new development which will provide new property tax and sales tax revenues and new employment opportunities. 3) The proposed project is the most cost-effective proposal submitted to the Agency since redevelopment of the area was first proposed in 1984. 4) The project has tentative commitments for construction financing to complete both the commercial and residential portions of the project. 5) The development team of Birtcher and Coultrup are experienced in the development of mixed -use projects of the scope and magnitude as contemplated in the agreement. b) The DDA provides maximum opportunity for owner participation, and minimizes the extent of property acquisition required to implement the project. 7) Development of the site completes the entryway to the downtown retail corridor, and complements the city's investment in a new pier structure, Pierside Pavilion. Pier Colony, Main Promenade parking structure, second block rehabilitation, and other redevelopment projects. 8) The project provides for the comprehensive development of the site under one master developer and one construction company. vOloment Analyfu: (Main -Pier Redevelopment Plan) The general objective of the Main -Pier Project Area is to improve, upgrade, and revitalize those areas which have become blighted because of deterioration, disuse and economic, physical and social maladjustments. The Coultrup/Birtcher project, as proposed, meets the following objectives as defined in the Redevelopment Plan. U. I I) Eliminates blighting influences, including deteriorating buildings, incompatible and uneconomic land uses, inadequate public improvements, obsolete structures, and other physical, economic, and social deficiencies; improves the overall appearance of streets, parking areas and other facilities, public and private; and assures that all buildings are safe for persons to occupy. 2) Encourages existing owners, businesses and tenants within the Project Area to participate in redevelopment activities. 3) Provides adequate parcels and required public improvements so as to encourage new construction by private enterprise, thereby providing the city of Huntington Beach with an improved economic base. 4) Provides adequate public improvements, public facilities, open spaces, and utilities which cannot be remedied by private or governmental action without redevelopment. S) Provides construction and employment opportunities in the development of these facilities and provides employment opportunities in the operation of the proposed commercial facilities. 6) Provides for relocation assistance and benefits to Project Area residents and commercial tenants which may be displaced. Removal o_ Blighf/lmprovement of Tax Base: The two blocks located along Main Street and Pacific Coast Highway remain the two most dilapidated blocks within the downtown area. The properties include vacant lots, closed storefronts, seismically unsafe buildings, under-utilized properties, and inadequate public improvements. The project, as proposed by Coultrup/Birtcher, would provide for removal of these blighting influences and construction of new residential, office, and commercial uses consistent with the Redevelopment Plan for the area. The project would also complement the recently completed Pierside Pavilion and Pier Colony complex located directly adjacent to the southeast. Construction of new buildings will provide an increased property and sales tax base for the city, and lead to an increase in City and Agency revenue. In addition, new employment opportunities will be created in both construction of the facilities and long-term employment benefits in the commercial establishments. Economic, -Analysis: A Section 33433 Report has been completed and submitted by the Agency's economic advisors, Keyser Marston Associates, Inc., in conjunction with completion of the Disposition and Development Agreement. (See attachment) Currently. Agency investment in land acquisition, relocation, and hazardous materials remediation, stands at approximately $4.5 million. Additional land acquisition is estimated at $63a,000. Costs for relocation, hazardous materials remediation, public improvements, and city fees totals approximately $I,380,000. The Agency's total Investment will therefore, be approximately $6,530,000. In addition, the Agency has contingent liability for an interest subsidy of $490,000 to the lender for the commercial properties. If only Block 104 is built and Block IDS cannot proceed, the developer is entitled to reimbursements of approximately $380,000, (includes $200,000 upon DDA execution), and construction costs reimbursement for Block 104 of approximately $470,000. 5 The Agency's contribution will be reduced by the developer's payment of $1,800,000 for the land, and tax increment revenues of approximately $1.7 million. The Agency's net investment is approximately $4.3 million. This may be further reduced by any Agency participation in the sales proceeds of the condominium units. The Agency's participation does not include any affordable housing set aside funds that may be allocated to meet this requirement of the project. The project will not proceed if a parking facility is required to be built. In that case, the developer will be entitled to $350,000 in reimbursement only. The target market for the residential units of the project remains at approximately $240,000, which does well in sales throughout the city. Units with prices at $300,000 and above have been slow in selling along the Huntington Beach coastline. As a comparison to this Coultrup/Birtcher proposal, the previous proposal in negotiations with Griffin/Related Properties was identified as Plan "B-3." After analyzing the cost of the "11-3" plan, it was determined that the cost of owner participation for this approach would not be feasible. The analysis performed by an independent economic consulting firm (Keyser Marston) indicated that over the life of the project, the cost benefit of this approach to the Agency, net of all returns, was an approximate Loss of S16- million. Einancing_Commitment: The owner participants are currently negotiating with Liberty National Bank to provide Small Business Administration (SBA) loans for construction financing for the commercial storefronts along Main Street. Owners of property along Pacific Coast Highway will most likely be financed directly by the lender since they do not meet the minimum owner occupancy standards of SBA. According to bank representatives, they are optimistic that financing arrangements will be completed. Coultrup has brought in Birtcher Real Estate Ltd., as general partners to replace the KN Group. Birtcher is interested In Huntington Beach for a number of reasons. Their corporate objectives include expansion into the residential area of development. They see a potential in Huntington Beach for developing a number of mixed -use projects in prime locations along the coastline. Birtcher has substantial experience in working with redevelopment agencies throughout California, and they have an excellent reputation in terms of project quality and completion. Addition of the Birtcher team substantially enhances the financial resources available for project financing, and increases the likelihood of project completion. Birtcher will work With Mitsui and Company (USA) on the development of this project. Birtcher's financial relationships include partners such as Aetna Life Insurance Company, Citicorp Real Estate Inc., General Electric Investment Corporation, Mutual Life Insurance Company of New York, Teachers Insurance and Annuity Association, and cities throughout southern California. The Coultrup Development Company was formed in 1984, and is a full -service real estate development firm. In conjunction with the 36-year old Coultrup Construction Inc., the company has completed projects In Huntington Beach, Long Beach, and Sea] Beach. The company specializes in the acquisition and development of apartment, condominium, and office buildings. b Birtcher Real Estate Ltd., is a joint venture between Birtcher and Mitsui and Company (USA) Inc., for real estate development on the Pacific Coast. Birtcher is the 19th largest developer in the United States, based in Laguna Niguel, with 6.5 million square feet under development. Mitsui and Company is an international trading company based in New York with a 1990 total revenue of $27 billion. The joint venture will emphasize single and multi -family developments, marking a return to residential building for Birtcher which has been concentrating on commercial development in recent years. Owner participation: The DDA, as proposed, includes the participation of eight property owners, covering six separate properties. Only one property is contemplated for purchase at this time ffood/Sarrabere/Goodman). Owner participation is strongly encouraged in the redevelopment plan for the Main -Pier Project Area. This high-level of owner participation significantly reduces the cost of the project to the Agency. The agreement also limits the Agency exposure to the participating owners for relocation, business down time, and goodwill losses to approximately $380,000. Further, each property owner is responsible for the financing and construction of their portion of the new buildings. Failure to secure financing by each property owners and Birtcher is a reason for terminating the Partnership Agreement and Disposition and Development Agreement. It is Intended that the Wood/Sarrabere/Goodman property will be acquired for integration into the condominium project. The site is currently developed with Wimpi's food stand. Resolutions of Necessity were adopted by the City Council on November 2, 1992 for this property. mpletion of Downtown En Completion of the proposed Coultrup/Birtcher project would provide for revitalization of the two remaining major blocks within the downtown area. The Agency and City have made substantial investments in public facilities such as the new pier, surfing museum, art center, Main Street public improvements, new water and sewer lines, and assistance to developers in construction of commercial and residential buildings, including the Abdelmuti project at 101 'Main Street. Approval of the Coultrup/Birtcher DDA would complete the master plan for downtown as contemplated many years ago. The project in its size and scope attempts to be consistent with the "village concept" for the downtown. The plan preserves the integrity of a Main Street retail and commercial corridor, while providing residential buildings to support the commercial corridor. The Master Plan for the downtown core is intended to be compatible with the adjacent transitional areas and the surrounding residential neighborhoods. Outside of the downtown core, the plan calls for commercial uses which are compatible with the existing residential uses immediately adjacent, and also enhances and reinforces the primarily residential character of the area. The establishment of secure private residential uses adjacent to, but adequately buffered from the public areas, is one of the objectives of the plan. In addition, the project preserves the historic Worthy building for future renovation, a primary concern of the environmental review of the project. Fifth Street is maintained as a public street to preserve view corridors and access to other businesses located further inland along Fifth Street. Comprehensive Development: The advantage of the Coultrup proposal is that one master developer and one master contractor will be used to develop both blocks within the project. This concept provides for greater cost efficiencies and greater assurance that the project will be completed. ti4 Parking - Currently under review is a Downtown Master Plan for parking which will substantially affect the commercial parking requirements for the downtown area, Including the CoultrupiBirtcher project. It Is anticipated that this Master Plan will be considered by the Coastal Commission by July of 1993. Attached is a report (Exhibit A) from Ron Hagan related to the past operating performance of the Main Promenade Parking Structure. The report indicates that construction of a second parking structure would be financially infeasible due to current usage at the existing parking structure. ommerril_FeasibilitY on PCH - At the request of the City Council, Keyser Marston Associates was requested to prepare a brief analysis of the feasibility of commercial development as part of the residential project located along PCH, between Fifth and Sixth streets. Their report is attached (Exhibit B) and concludes that a mixed -use project in this location is Oot feasible. 9 =.• Since late 1984, the Agency has been attempting to put together an Owner Participation Agreement/Disposition and Development Agreement with property owners and various developers for the Main -Pier Phase II project. The proposed mixed -use project consists of the two blocks bordered by Main and Sixth streets, Pacific Coast Highway, and Walnut Avenue. After concluding, a Request for Proposals process for the Main -Pier Phase II project on March 24, 1996, the Agency approved a Negotiation Agreement with the Main -Pacific Property Owners. The original proposal submitted by the property owners and the developer of record at that time (A-M Equities) called for a mixed -use project consisting of 275 residential units and 100,000 square feet of commercial. On May 5, 1986, the Agency approved staff's recommendation that the proposed Development Concept be revised to reduce the project density (to approximately 240 units) and that plans and a pro forma be submitted reflecting this change. The Agency also directed staff to require the developer to submit a duly executed Agreement between the property owners and A-M Equities setting forth the rights and obligations of each party by May 19, 1986, later extended to June 2, 1986. 8 04( A-M Equities was not successful in putting together the above described program and was succeeded by a new developer, Griffin/Related Properties. Griffin's original proposal consisted of 220 residential units and 35,000 square feet of new retail space. The final proposal known as "plan B-3" consisted of 103 residential units and commercial/retail office space. An economic analysis of the "B-3 plan" demonstrated the infeasibility of pursuing this plan because or the bottom line negative cost of approximately $16,000,000. On September 17, 1990, the Redevelopment Agency authorized staff to prepare and issue a Request for Proposals for a two -block, mixed use development for the Main --Pier Phase II project. This direction was given after previous negotiations with prior developers and the property owners were not successful. Development parameters were included in the RFP. Alternative actions considered by the Agency, but rejected, included issuing an RFP to all property owners, as well as all interested parties or negotiating with property owners, for the rehabilitation of their existing buildings. On December 11, 1990, the city's Community Development Department determined that the existing building at 101 Main Street was "unsafe to occupy" due to the loosening and falling of bricks from the facade, and was therefore, vacated and closed. At that time, the property owner revived old plans that called for the rehabilitation of the existing two-story structure. Allowing the property owner to proceed with rehabilitation would have ensured that the City/Agency would not receive the street and plaza dedications and setbacks as already provided across the street on the Pierside Pavilion project. Further, the owner would have been permitted to retain the existing non -conforming second story apartment uses. Therefore, the Agency directed staff to negotiate an agreement with the property owner that would enable the Agency to achieve its goals of the Main -Pier Redevelopment Plan, and yet be an economically viable plan for the participant to develop. The Agency successfully concluded negotiations with Mike Abdelmuti for development of his corner property on May 28, 1991. Two proposals for the balance of the two -block site were submitted to the Redevelopment Agency on December 26, 1990, for the Main -Pier Phase 11 project -- Main -Pier II Property Owners Association, in partnership with Coultrup Development Company and Sheldon L. Pollack Corporation. The Pollack proposal did not include owner participation. The Coultrup proposal includes all property owners mulligan, Johnson, Cracchlolo, Bagstad, Mase, Draper, Alfonso, and Geilim), except Lane and Wood/Sarrabere/Goodman. According to the developer, Wood/Sarrabere/Goodman is not interested in participating in a development of the block and they did not respond to the RFP. The Lanes, in a separate letter to the Agency, indicated that they plan their own extensive improvements to their property. On July 15, 1991, the Agency approved an Exclusive Negotiation Agreement with the Coultrup Development Company in partnership with the Main -Pier Phase It Property Owners Association, to terminate on November 15, 1991. Although the November 15 deadline for completion of a DDA was not met, the City Council directed staff to continue negotiations, and provided direction related to these negotiations on several occasions. VJ Ca•01 FUNDING SOURCE: Main —Pier Fund Balance — $2,600,000 if only Block 104 proceeds. To be Returned to the Agency -- $1,800,000 from the land sale to the developer, if Block 105 proceeds. • it 1) Hold the public hearing and consider the DDA. 2) Terminate negotiations. AIIACHMENTS: 1) Site Map 2) Redevelopment Agency Resolution 3) City Council Resolution 4) Health & Safety Code Report 33433 5) DDA hiTU/BAK/KBB:ls 123Sr ZO STATE OF CAUFORNIA County of Orange I am a Citizen of the United States and a resident of the County aforesaid; I am over the age of eighteen years, and not a party to or interested in the below entitled matter. I am a principal cleric of the HUNTINGTON BEACH INDEPENDENT, a newspaper of general circulation, punted and published in the City of Huntington Beach, County of Orange, State of CaGfomia, and that attached Notice is a true and complete copy as was printed and published in the Huntington Beach and Fountain Valley issues of said newspaper to wit;the issue(s) of: December 3, 101 17, 1992 I declare, under penalty of perjury, that the foregoing is true and correcL Executed on December 17 199 2 at Cost a�M sa, California Ze_Lz� Signature PUBLIC HOME NOTOC[E OF PUBLUC NEAR11LYG COTV COUNCOL/ REDEVEdOPMEMT AGENCY fCOULTRUP DEVELOPMEMT C=PAM DOSPOSOT000 ARID DEVELOM ENT PROJECT AREA On Monday, December, 21, 1992, at 7:00 PM, or as soon thereafter as the mat -I ter may be .heard, at the! City Council Chambers lo- cated at 2000 Main Street, Huntington Beach, Califor- nia, the City Council of the City of Huntington Beach and the Redevelopment Agency of the City of Hun- tington Beach will hold a joint public hearing to con-. sider approval of an Dispo- sition and Development Agreement (the Agreement) by and among the Redevel- opment Agency of the City of Huntington Beach (the Agency), and Jon Coultrup and Birtcher Real Estate Limited, as developer, for the development of the property bounded by Main and 6th streets, Pacific Coast Highway, and Walnut Avenue. The proposed Agreement and a staff re- port including a summary of the Agreement is avail- able for public inspection at the Office of the City Clerk, 2000 Main Street, Huntington Beach, Califor- nia. Should you desire fur- ther information concerning this matter, call Keith Bohr at (714) 374-1529. COME BROCKWAV, COTV CLERK/B4OEMCV CLERM, CiHv CounciV CNI? 04 Nuntington Beach, Redevelopment /Agencb, CKV of Hun- Ungton Beach. Published Huntington Beach -Fountain Valley In - ,dependent December 3, i 10, 17, 1992. 1_ 121-607 PROOF OF PUBLICATION Connie Brockway, City Clerk City of Huntington Beach Office of the City Clerk t i 1� t• r• �) ��`'`' 1S'y 6' 7ti j : ` �:'•: .. _; -i P.O. Box 190 Huntington Beach, CA 92648 �ltt�� , t ", r' �` f n rc 10 J. Cr: �s , , : '' — P1 R1,� Ob f fR{Rown. �� ] 1'.j i ; e l• r "'_�`� �fi ._ �:_ '• StJch Wtl�naar _ ... cR� s{.� . J (` 4: ;� ' r - • FQrti� .,clrf,•(sS.S ��rr�rrlrl {;rrfor p Vacant rxArrr' ! , �tes:at'nt 1?oc�t� Im �, 519 WalPit t Avena Carr) —data i2 Yl 1-' ifuntin ton 13ca h��' rT1:t � c �2b4� ;��N�IN�G y��-�j�� 024--t52-01 do S '�cyr,f� r LR `�cO�YTY Ca, LEGAL NOTICE - PUBLIC HEARING I J�dbb7 f i TTf'T7T}T'T - — _ •^ l7 T; f i 1•�i L3�1 } DISPOSITION AND DEVELOPMENT AGREEMENT by ana among the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, AGENCY, and COULTRUP COMPANIES, a California corporation, BIRTCHER REAL ESTATE LIMITED, a California limited partnership, and MAIN PIER PHASE II PARTNERSHIP, a California general partnership DEVELOPERS TABLE OF CONTENTS I. [§100] SUBJECT OF AGREEMENT A. [§101] Purpose of Agreement B. [§102] The Redevelopment Plan C. [§103] The Site D. [§104] Parties to the Agreement 1. [§105] The Agency 2. [§106] The Developers 3. [§107] Representations and Warranties of the Parties B. 4. [§108] Guarantors 5. [§109] Prohibition Against Change in Ownership, Management and Control of Developers 6. (§110] Transfer of Partnership Interest; Indemnity 7. [§111] Good Faith Deposit 8. [§112] Relationship of Agency and Developers [§200] [§201] [ §202 ] C. [§203] D. [§204] E. ( §205 ] F.. [§206] G. [§207] H. [§208] ASSEMBLY OF THE SITE Acquisition of Third Party Parcels Disposition of Agency Parcels; Actions to be Performed Prior to Transfer; Agency Assistance Escrow Conveyance of Title Condition of Title for the Conveyance Time for and Place of Delivery of Documents Title Insurance for the Conveyance Taxes and Assessments (i) I. [§209] Environmental Matters J. [§210] Conditions Precedent to the Conveyance, Termination, Reimbursement K. [§211] Land Use Entitlements III. [§300] DEVELOPMENT OF THE SITE A. [§301] Development of the Site 1. [§302] Scope of Development 2. [§303] Site Plan 3. [§304] Construction Drawings and Related Documents 4. [§305] Cost of Construction S. [§306] Construction Schedule 6. [§307] Anti -Discrimination During Construction 7. [§308] Bodily Injury and Property Damage Insurance B. [§309] Certificate of Completion C. [§310] No Encumbrances Except Mortgages and Deeds of Trust D. [§311] Holder Not Obligated to Construct Improvements E. [§312] Notice of Default to Mortgage or Deed of Trust Holders; Right to Cure F_ [§313] Failure of Holder to Complete Improvements G. [§314] Right of the Agency to Cure Mortgage or Deed of Trust Default H. [§315] Right of the Agency to Satisfy Other Liens on the Site After Title Passes IV. [§400] USE OF THE SITE A. [§401] Uses B. [§402] Maintenance of the Site C. [§403] Rights of Access D. [§404] Effect of Violation of the Terms and Provisions of this Agreement After Completion of Construction V. [§500] GENERAL PROVISIONS A.. [§501] Notices, Demands and Communications Between the Parties B. [§502] Conflicts of Interest C. [§503] Enforced Delay; Extension of Times of Performance D. [§504] Nonliability of Officials and Employees of the Agency VI. [§600] DEFAULTS AND REMEDIES A. [§601] Defaults -- General B. [§602] Legal Actions 1. [§603] Arbitration 2. [§604] Applicable Law 3. [§605] Acceptance of Service of Process C. [§606] Rights and Remedies Are Cumulative D. [§607] Inaction Not a Waiver of Default E. [§608] Remedies 1. [§609] Damages 2. [§610] Specific Performance VII. [§700] SPECIAL PROVISIONS A. [§701] Real Estate Commissions B. [§702] Successors In Interest C. [§703] Amendments to this Agreement D. [§704] Attorney Fees E. [§705] Release of Claims VIII. [§800] ENTIRE AGREEMENT, WAIVERS ATTACHMENTS Attachment No. 1 Site Map Attachment No. 1-A Proposed Site Map Attachment No. 2 Legal Description Attachment No. 3 Scope of Development Attachment No. 4 Schedule of Performance Attachment No. 5 Cracchiolo Grant Deed Attachment No. 6 Agency Parcels Grant Deed Attachment No. 7 Deed of Trust Attachment No. 8 Certificate of Completion Attachment No. 8-A Partial Certificate of Completion Attachment No. 9 Covenants for Block 105 Attachment No. 9-A Covenants for Block 104 Attachment No. 10 Guaranty Attachment No. 11 Property Owners Partnership Agreement Attachment No. 12 Equity Participation Procedure Attachment No. 13 Loan Schedules for Property Owners (iv) DISPOSITION AND DEVELOPMENT AGREEMENT THIS AGREEMENT is entered into by and between the Redevelopment Agency of the City of Huntington Beach, a public body, corporate and politic, (the "Agency"), Coultrup Companies, a California corporation, Birtcher Real Estate Limited, a California limited partnership (the "Developer" or sometimes referred to herein as the "Block 105 Developer") and Main Pier Phase II Partnership, a California general partnership (the "Developer" or sometimes referred to herein as the "Block 104 Developer"). The Agency and each of the Developers hereby agree as follows: [§100] SUBJECT OF AGREEMENT A. [§101] Purpose of Agreement The purpose of this Agreement is to effectuate the Redevelopment Plan (as hereinafter defined) for the Main Pier Redevelopment Project by providing for the disposition and development of certain property bounded by Pacific Coast Highway, Main Street, Sixth Street and Walnut Avenue within the Project Area (the "Site"). The Site is depicted on the "Site Map", which is attached hereto as Attachment No. 1 and incorporated herein by this reference. The Site is to be developed, pursuant to this Agreement, for commercial and residential use, as described in more detail hereinafter in the Scope of Development attached hereto as Attachment No. 3- and incorporated herein by this reference (the "Project"). This Agreement is entered into for the purpose of expeditiously developing the Site and not for speculation in land holding. Completing the development on the Site pursuant to this Agreement is in the vital and best interest of the City of Huntington Beach, California (the "City") and the health, safety and welfare of its residents, and in accord with the public purposes and provisions of applicable state and local laws and requirements under which the Redevelopment Plan (as hereinafter defined) has been undertaken. B. [§102] The Redevelopment Plan The Redevelopment Plan was approved and adopted by the City Council of the City of Huntington Beach by Ordinance No. 2578, as amended by Ordinance No. 2634; said ordinances and the Redevelopment Plan as so approved and amended (the "Redevelopment Plan") are incorporated herein by reference. C._ [§103] The Site • The Site is that portion of the project area designated on the Site Map (Attachment No. 1). The Site is composed of two separate blocks of property known as Block 104 and Block 105 each of which is identified on the Site Map (Attachment No. lA and 1B). Block 104 consists of the following parcels: 1. Six third party parcels owned separately by the general partners of the partnership which -has Coultrup Companies as its managing partner and which by the terms of its Partnership Agreement attached hereto as Attachment No. 11, has committed to implement the obligations to develop Block 104 (the "Property Owner's Parcels"); 2. Two parcels owned by the Agency (respectively the ''Agency Parking Parcels and the Agency Exchange Parcel"); 3. A portion of a public right-of-way to be vacated subject to the terms and conditions set forth herein (the "Alley"). Block 105 consists of: 1. Two parcels owned by Sarrabere-Wood and Goodman, tenants in common, (collectively the "Sarrabere-Wood-Goodman Parcels"); 2. Seven parcels owned by the Agency (collectively the "Block 105 Agency Parcels"); 3. A parcel owned by Frank, Dolores, Salvator and Barbara Cracchiolo (the "Cracchiolo Parcel"). Each of the foregoing enumerated parcels is designated on the Site Map (Attachment No. 1A). The legal descriptions of each of the Parcels are attached hereto as "Attachment No. 2" and incorporated herein by this reference. Pursuant to this Agreement, each of the Parcels and the Alley shall be reconfigured into the Proposed Site Plan (Attachment No. 1B) pursuant to the procedures required by the City under the Subdivision Map Act (California Government Code §§ 66410 et seg.). D. [§104] Parties to the Agreement 1. [§105] The Agency The Agency is a public body, corporate and pol.itid, exercising governmental functions and powers and organited and existing under Chapter 2 of.the Community 05/13/93 6449u/2460/009 -2- ATTACHMENT NO. 1 SITE MAP [To Be Attached] OS/13/93 ATTACHMENT NO. 1 6449u/2460/009 BLOCK 105 Worthy Sixth Street Main -Pier Phase 11 Existing Property Owners WalnutAvenue Fifth Street Pacific Coast Highway BLOCK 104 ®Redevelopment Agency Coultrup Abdelmuti Property Owners Development Company Main Street Not b Some Nov 11, 1992 ATTACHMENT NO. 2 LEGAL DESCRIPTION ELOCK 104: AGENCY PARKING PARCEL Lots 12, 14, 16, 18, 20, 22, 24, 26 & 28 in Block 104 of Huntington beach, as shown on a map recorded in Book 3, Pare 36 of Miscellaneous Maps, Records of Orange County, California. AGENCY EXCHANGE PARCEL Lots a & 10 in Block 104 of Huntington. Beach, as shown on a map recorded in Book 3, Page 36 of Miscellaneous Maps, Records of Orange County, California. PROPERTY OWIIERS PARCELS Mase - Lot 23 in Block 104 of Huntington Beach, as shown on a map recorded in Book 3, Page 36 of Miscellaneous Maps, Records of Orange County, California. Draper - Lot 21 in Block 104 of Huntington Beach, as shown on a map recorded in Book 3, Page 36 of Miscellaneous Maps, Records of Orange County, California. Mulligan - Lot 17 in Block 104 of Huntington Beach, as shown on a map recorded in Boob: 3, Page 36 of Miscellaneous Maps, Records of Orange County, California. Alfonso - Lot 19 in Bloc: 104 of Huntington Beach, as shown on a chap recorded in Book 3, Page 36 of Miscellaneous Maps, Records of Orange County, California. Ba sg tad - Lots 7 & 8 in Block 104 and 2 5,/8" of lot 9 of Huntington Beach, as shown on a map recorded in Book 3, Page 36 of Miscellaneous Maps, Records of Orange County, California. BLOC: 105 : SARRABERE-WOOD -GOODMAN PARCELS Lots 1, 2, « 3 in Elock 105 of Huntington Beach, as shown on a map recorded in Boob: 3, Page 36 of Miscellanous Maps, Records of Orange County, California. 05/13/93 ATTACHMENT NO. 2 6G49u/2460/009 Page 1 of 2 a CRACCHIOLO PARCELS Lots 4 & 5 in Block 105 of Huntington Beach, as shown on a map recorded in Book 3, Page 36 of Miscellaneous Maps, Records of Orange County, California. AGENCY PARCELS Lots 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 23, 25, & 27 in Block 105 of Huntington Beach, as shown on a map recorded in Book 3, Page 36 of Miscellaneous Maps, Records of Orange County, California. 05/13/93 ATTACHMENT NO. 2 6449u/2460/009 Page 2 of 2 ATTACHMENT NO. 3 SCOPE: Or DEVt-7OPMENT The purpose of this Attachment to the Disposition and Development Agreement ("Agreement") is to identify the scope of work to be performed by each of the Developers and Agency and what guidelines are appropriate to utilize in the design and development of the Project. The development shall be consistent with CUP 92-17, Variance No. 92-28, tentative tract man no..14666 and Coastal Development Permit No. 92-14 all of which shall control in the event of inconsistency with the requirements herein. Capitalized terms which are not defined herein shall have the meaning defined in the Agreement. I. ARCHITECTURRE & DESIGN FOR BLOCK 104 and 105 I. h. To the extent possible, and respecting the separate ownership of the parcels on Block 104, each separate block (Blocks 204 and 105) within the Site shall be designed and developed as an integrated complex. 1... The Developer Improvements shall be of high architectural quality, well landscaped, and effectively and aesthetically designed. 2. The shape, scale of volume, exterior design, and exterior finish of each building, structure, and other improvement must be consonant with, visually related to each other and, to the extent reasonably practical, to adjacent improvements existing or planned within the Project Area. 3. The open spaces between buildings shall be designed, landscaped and developed to the same degree of excellence. 4. The buildings shall be of new construction with the excbption that the Agency shall, by future amendment to this agreement, consider requests for individual reconstruction for the buildings owned by Mulligan, Draper, and Alfonso. The Agency at its discretion will determine if the buildings ,are to be reconstructed rather than built new. B.. The total development shall be in conformance with the Amended Redevelopment Plan for the Main -Pier Redevelopment Project Area and subject to Agency review. OS; '13 /93 6449u/2460/009 ATTACHMENT NO. 3 Page 1 of 7 II. DEVELOPER RESPONSIBILITIES A. Generally. All cost, expenses and indebtedness related to the assemblage, disposition and development of the Flock 105 portion of the Site per the Agreement shall be borne exclusively by the Block 105 Developer and all cost, expenses and indebtedness related to development of the block 104 portion of the Site shall be borne by the Block 104 Developer, except as otherwise stated in the Agreement. E. Consistencv With Annrovals. The entire Project shall be consistent with all City approvals, including the final tract maps, the final building plans, this Agreement and as the same may be amended from time to time. C. The Project. The Project consists of the following: I. Residential Portion: (Block 105) (Block 105 Developer Responsibilities) a. Approximately 80 residential condominium units in a 3 to 4 story building including two stories of parking. b. Parking, at a minimum sufficient to provide 2 stalls per residential unit and/or to provide the code minimum per dwelling unit on site. C. Amenities include a swimming pool, jacuzci, clubhouse/recreation room, security gates and two or more elevators. d. An on -site sales office. e. Construction materials shall be equal quality or better than the Town -Square Project located at Main, Orange and 6th Streets. f. All open space requirements necessitated by the Block 105 portion of the Project shall be met on the Block 105 portion of the Site. 2. Commercial Portion: (Block 104) a. Approximately 47,500 square feet of commercial buildings comprised of retail spaces, office spaces or other commercial uses. 05/13;'93 ATTACHMENT NO. 3 6449u:`2460/009 Page 2 of 7 b. Parking as required by the City for the Commercial Portion shall be provided by: (1) Existing parking lot(s); and (2) Offsite and onstreet parking around the perimeter of Block 104. D. Contractor. Each of the Developers shall select, oversee and coordinate one or more general contractors and relevant subcontractors for all of the work proposed herein. Use of the same general contractor by both Developers is preferable. E. Signs. Signs shall conform to all City codes. Additionally, each of the Developers shall sub. -it a planned sign program for any external signs on their respective portions of the Project. F. Screening. Outdoor storage and equipment, including rooftop installations, shall be installed per City codes and screened fro^: street -level public view. G. Landscaping. Each Developer is to provide (for its respective portion of the Site), and Developer or its successor shall maintain all landscaping on the Site, including within public rights of way within the Site and setback areas, in accordance with approved landscape plan:. H. Utilities. Utilities shall be installed in accordance with all City codes. Utilities are identified as including, but not necessarily limited to the following (hereafter "Utilities"). a. b. c. d. e. f. 05 i13 /93 6449u/2460/OO9 Gas service (Southern California Gas Company) Electric service (Southern California Edison) Cable television (Paragon Cable) Sanitary sewer Storm drain/water runoff/catch-basin systems Water service (City Water Department) (1) Domestic water (2) Gray water (3) Fire hydrants and other water connections for use by and for the First Department and/or any fire ATTACHMENT NO. 3 Page 3 of 7 control systems including connection to on -site sprinkler systems. g. The Utilities shall be installed in accordance with the City's Municipal Codes. Each of the Developers will install/extend all utilities from the net lot area property lines of their respective portions of the Site (the "Property Line") inwards to and into the improvements on Block 105 and Block 104 respectively. The location of the Utilities at/on the Property Line (the "Connection Points") shall be determined by mutual consent between Agency and each of the Developers and their relevant engineering services and consultants and shall be in accordance with the best economical practices of the building industry. 1. Vehicular Access. The number and location of vehicular driveways and curb -breaks shall be in accordance with the approved plans. J. Off site Improvements for Block 105. 1. The Block 105 Developer shall, at his expense, engineer and install the sidewalks, curbs and gutter, subsurface paving and finish paving between the Property Line of Block 105 up to but not necessarily limited to the centerline of the streets surrounding block 105 except that porion of the perimeter of Block 105 adjacent to the Worthy Property, which shall be paid for by Agency. 2. As required by City plan approvals, the Block 105 Developer shall install, reroute or cause to be rerouted, relocated, undergrounded and/or otherwise rebuild, all necessary Utility services, as described in II.H. above, and/or other designated improvements in the public right of way as are required for City approval'of plans within the public right of ways between the Property Line and the centerline of the adjoining streets bounding Block 105, from their present locations and/or configurations, for the development, use and maintenance of the improvements on the Block 105 portion of the Site. 3. The Block 105 Developer shall install or relocate any streetlights, street signs, traffic signs, parking meters, traffic signals, traffic controls or any such utility service work commonly 05/13/93 ATTAC.HIMENT NO. 3 6449u/2460/009 Page 4 of 7 associated with such installation if required by City for the Block 105 portion of the Project. 4. Each of the Developers and their engineers and contractors shall coordinate with Caltrans relating to any improvements and/or offsite work on Pacific Coast Highway ("PCH"). III. AGENCY RESPONSIBILITIES A. General. The Agency shall be responsible for payment ot� and expenses related to the development of Block 104 of the Site as enumerated in this Section III(c). B. Indemnification and Hold Harmless. Agency shall indemnify and hold each of the Developers harmless from all claims or suits for, and damages to, property and injuries to persons, including accidental death (including attorney's fees and costs), to the extent caused by the negligence of Agency's or employees' or agents' activities under Section III of this Scope of Development unless the Developer acts as contractor for Agency, in which event the Developer shall defend and hold harmless the Agency. C. Related Consultants. Agency shall be responsible for direct payment for all consultant architectural, civil engineering„ and other services required for the plans and specifications and related job -site supervision for the work identified hereafter. This shall include all field engineering services, including surveying, required to implement said plans and specifications, including, but not limited to soils and geological tests and studies and monitoring, civil engineering services, consultations and visits. Such work shall also include surveying for utility services and locations, street lines and elevations, soil tests, materials testing and all specific services requested and/or necessitated by City inspector requests and public works inspectors and public works engineer requests and/or City public works directives and changes. Field services also include work performed due to any unplanned and./or emergency situations as they arise. 1. No consulting engineering services or contractor or subcontractor in the employ of either of the Developers shall be required to perform any offsite work and./or emergency repair or other wort: without a written work authorization from a City inspector or City engineer or duly authorized City official. 05/13/93 ATTACHMENT NO. 3 6449u/2460/009 Page 5 of 7 2. In the event of an emergency which threatens the public Improvements on the Site and/or is clearly hazardous to public welfare in which a written work authorization is not immediately available, and either of the Developers and/or their contractor(s) are present and capable of performing, Developer with notice to City Public Works Department shall at its discretion proceed to abate such emergency as is needed to preserve the Improvements and/or remove or abate such public hazard. The Agency anti/or the City shall reimburse either of the Developers any and all costs associated with such emergencv and/or hazard abatement or removal, to the extent not otherwise a Developer cost under this Agreement. Developer shall be covered by the indemnification and hold harmless _provisions set forth above for any such work. D. Off'sites and Public Imnrovements. All offsite and on-4+te public improvements to and around Block 104 up to, but not necessarily limited to within the centerline of the streets adjacent and bounding Block 104, including the following: 1. Relocation of the Alley (as identified in the Proposed Site Map to this Agreement) and related easement work to maintain Utility services to the Connection_ Points on Block 204. 2. Construction of a parking lot in the area shown on the Site Map. 3. Construction of any Utility services and/or relocation and/or undergrounding thereof for other parcels within Block 104 which are not part of the scope of wort: identified herein (Lane and Abdelmuti properties). 4. Street, sidewalk, curb and gutter surrounding Block 104. E. Utilities. For use by the improvements on Block 104, the Agency shall ins%all, reroute or cause to be rerouted, relocated, undergrounded and/or otherwise rebuild, all necessary Utility Services, as described in II.H., above, within the public right of ways as is needed, from their present locations and/or configurations, for the development, use and maintenance of the improvements on the Site. Said installations, rerouting, relocation, undergrounding • and/or rebuilding shall be to the Property Line. 05/13/93 ATTACHMENT NO. 3 6449u;'2460/009 Page 6 of 7 F. Easements and Permits. Agency agrees to assist each of the Developers as necessary and/or requested, with the filing and processing of required applications and permit processing to effectuate easements and permits necessary to the development of the Site and the Improvements thereon. 05/13/93 ATTACMInIT NO. 3 6449u/2460/009 Page 7 of 7 ATTACHMENT NO. 4 SCHEDULE OF PERFORMANCE I. GENERAL PROVISIONS 1. Preoaration of Partnershin Agreement. Property Owners shall complete preparation and execute Block 10= Developer Partnership Agreement in a form acceptable to Agency Executive Director. 2. Execution of Agreement by the naency. The Agency shall approve and execute this Agreement, and shall deliver one (1) copy thereof to the Developer. Prior to scheduling, of hearing by the Agency of the Agreement. Not later than forty-five (45) days after the date of execution and submission of three (3) copies of this Agreement by the Developer and the Property Owners have executed their individual covenants, conditions and restrictions and guaranties. 3. Evidence of Financing Not later than ninety (90) and Insurance Certificates. days prior to close of Each of the Developers shall escrow for Block 105 and submit evidence of ninety (90) days prior to financing and Insurance building permits for Block Certificates. 104. 4. Eirtcher_/Coultrun Entity Not later than ten (10) The Floc_ 105 Developer months from Coastal shall become a partnership Commission approval of the between Coultrup Companies Downtwon Specific Plan, but and a new Birtcher entity. in no event later than July 15, 1994. II. ENTITLEMENT AIM MAP APPLICATION, CONSTRUCTION DOCUMENTS AND BUILDING PERMITS WITH RESPECT TO THE SITE S. Developer and Aaency Within ninety (90) days Annlication for Discretionary after Agency approval of Permits for Project. Each of this Agreement. the Developers and Agency shall apply for the conditional use permit, tentative tract map, 05 /13 /9 3 ATTACMIENT NO. 4 6449u/2460/009 Page 1 of 3 and coastal development permit required for the construction of the Developer Improvements. 6. Submittal of Construction Drawings. Each of the Developers shall submit to the City complete construction drawings for all of the Developer Improvements. Not later than eight (8) months from Coastal Commission approval of the Downtown Specific Plan, but in no event later than July 15, 1994. 7. Review of Complete Within forty-five (45) days Drawings. The City and after submittal by each of its Building Official shall Developers. review the construction drawings submitted by the Developers. 8. Final Review of Comnlete Drawings. The City and its Euilding Official shall review the construction drawings (revisions) sub- mitted by each of the Developers. 9. Obtainina of Buildina Permits. Each of the Developers shall obtain all building and other permits needed to commence construction of their respective Developer Improvements. Within twenty (20) days after resubmittal by each of the Developers. Not later than forty-five (45) days after approval of construction plans. 10. Recording Property Owners Not later than ten (10) CC&Rs. Agency shall record days from issuance of CC&Rs on each parcel of building permits. Block 104. Ill. ACQUISITION Or SARRnSERE-WOOD-GOODAMN PARCELS OR OT-I ER PARCELS AS REQUIRED. 11. Agency shall obtain possession of Sarrabere-Wood- Good.:.an Parcels. IV. ESCROW Not later than eighteen (18) months from date of execution of this Agreement. 12. Opening of Escrows. Agency Within twenty (20) days and the Block 105 Developer after approval of open escrows for the construction plans. conveyance of the Agency Parcels and the Sarrabere- Wood-Coodman Parcels. 05/13/93 ATTACIi.^IENT NO. 4 6449u/2460/009 Page 2 of 3 13. Close of Escrow. Escrow closes. V. CONSTRUCTION PHASE 14. 15. Commencement of Construction. Each of the Developers shall commence construction of the Developer Improvements. Completion of Construction. Each of the Developers shall complete construction of all ofthe Developer Improvements. Within ten (10) days after the satisfaction (or waiver by the appropriate party) of all of the Conditions Precedent to Conveyance. blot later than thirty (30) days after issuance of building permits. Not later than eighteen (18) months after the close of Escrow or the transfer of possession under an order of prejudgment possession but in no event later than forty-eight (48) months from the date of execution of this Agreement. 05/13/93 ATTAMM- ENT NO. 4 6449u/2460/009 Page 3 of 3 ATTACHMENT NO. 5 CRACCHIOLO GRANT DEED RECORDING REQUESTED BY ) AND Vre.EN RECORDED MAIL TO: ) } Redevelopment Agency of the } City of Huntington Beach ) 2000 Main Street ) Huntington Beach, CA 91016 ) 1 This Deed is recorded on the request and for the benefit of the Agency and is exempt for the payment of a recording fee pursuant to Government Code Section 6103. REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By:_ Its: Dated: GRANT DEED 19 FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, GRANTOR: FRANK CRACCHIOLO AND DOLORES CRACCHIOLO, husband and wife, grant to THE REDEVELOPMENT AGENCY OF THE CITY OF HMITINGTON BEACH, a public body, corporate and politic, the following described real property in the City of Huntington Beach, County of Orange, State of California: See Exhibit "A" attached hereto and made a part hereofq. 05/13/93 6449u/2460/09 By: CF.ACCH I Scx. 4o r Cta By: ems- CR CC %", \�O t a ATTACHMENT NO. 5 Page 1 of 1 ,'e I b IOLO .%TTTCHMENT NO. 5 CRACCHIOLO GRANT DEED RECORDING REQUESTED BY ) AND WHEII RECORDED I'AIL TO: } Redevelopment Agency of the ) City of Hantington Beach ) 2000 Main Street ) Huntington Beach, CA 91016 } This Deed is recorded an the request and for the benefit of the Agency and is exempt for the payment of a recording fee pursuant to Government Code Section 6103. REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By: Its: Dated: GRANT DEED 19 FOR A VALUABLE'CONSIDERATION, receipt of which is hereby acknowledged, GRANTOR: FRANK CRACCHIOLO AND DOLORES CRACCHIOLO, husband and wife, grant to THE REDEVELOPMENT AGENCY OF THE CITi' OF HUNTINGTON BEACH, a public body, corporate and politic, the following described real property in the City of Huntington Beach, County of Orange, State of California: See Exhibit "F," attached sr 2 hereto and made a part hereof. By:� FRANI: CRACCHIOLO BYr214 rr cr� 5''•� �` ~ p3 DOLORES CRACCHIOLO 05/13/93 ATTACHMENT NO. 5 6449u/2460/09 Page 1 of 1 STATE OF CALIFORNIA ss. COUNTY OF On , before me, (name, title, e.g., "Jane Doe, Notary Public"), personally appeared (name(s) of signer(s)), personally known to me -- OR -- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is:are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. CAPACITY CLAIMED by SIGNER: Individual Corporate Officer(s): Partner(s): ;►ttorney-in-Fact Trustee(s) Guardian/Conservator Other: (Signature of Notary) Title(s) . Limited General SIGNER IS REPRESENTING: Name of Person(s) or Entity(ies) ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attach.Tent of this certificate to another document. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIED AT RIG$T: Title or Type of Document Number of Pages Date of Document Signer(s) Other Than Named Above: 05/13 /93 6449u/2460/09 ATTACMENT NO. 5 STATE OF CALIFORNIA COUNTY OF On , before me, (name, title, e.g., "Jane Doe, Notary Public ), personally appeared (name(s) of signer(s)), personally known to me -- OR -- .proved to me an the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the inezrurnent. Witness my hand and official seal. (Signature of Notary) CAPACIT"i CLAIMED SIGNER: Individual Corporate Officer(s): ' Title(s) Partner(s): Limited General Attorney -in -Fact Trustee(s) Guardian/Conservator Other: SIGi1ER IS REPRESENTING: Marne of Person(s) or Entity(ies) ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE Title or Type of Doc .ent MUST BE ATTACHED TO THEI DOCUMENT Number of Pages DESCRIBED Date of Document AT FIGHT: Signer(s) Other Than Named Above: 05,/13/93 6?-9u!2460/09 ATTACEMENT 110. 5 EXHIBIT "A" TO ATTACHDIENT NO. 5 LEGAL DESCRIPTION OF CRACCHIOLO PARCEL That certain real property located in the Huntington Beach, County of Orange, State of described as follows: 05/13/93 EXHIBIT "A" TO 6449u/2460/09 ATTACFMIENT NO. 5 City of California, ATTACH1IENT NO. 6 RECORDING REQUESTED BY: AND WHEN RECORDED HAIL TO: ) } The undersigned Grantor declares: Documertary transfer tax is REDEVELOPMENT AGEI.ICY OF THE CITY OF HUITINGTON BEACH By: Its: Dated: 19 BLOCK 105 AGENC'+ PARCELS GRAIrr DEED For valuable consideration, receipt of which is hereby acknowledged, the REDEVELOPHENT AGENC`: OF THE CIr OF HL11TINGTON BEACH, a public body, corporate and politic, of the State of California, herein called "Grantor" acting to carry out the Redevelopment Plan, herein called "Redevelopment Plan" for the Main Pier Redevelopment Project, herein called "Project", under the Community Redevelopment Law of California, hereby grants to COULTRUP COMPAINIES, a California corporation AND BIRTCHER REAL ESTATE LIMITED, herein called "Grantee," the real property hereinafter referred to as the "Property", described in Exhibit A attached hereto and incorporated herein, subject to the existing easements, restrictions and covenants or record described there. 1. Grantor excepts and reserves from the conveyance herein described all interest of the Grantor in oil, gas, hvdrocarbon substances and minerals of every kind and character lying more than 500 feet below the surface, together with the right to drill into, through, and to use and occupy all parts of the Property lying more than 500 feet below the surface thereof for any and all purposes incidental to the exploration for and production of oil, gas, hydrocarbon substances or minerals from said site or other lands, but without, however, any right to use either the surface of the Property or any portion thereof within 500 feet of the surface for any purpose or purposes whatsoever. 2. The Property is conveyed in accordance with and subject to the Redevelopment Plan which was approved and adopted by Ordinance No. 2576, as amended'15y Ordinance Number 2634 of the City Council of the City of Huntington 05/13/93 ATTACHIIEITI NO. 6 6445u/2460/09 Page 1 of 4 Beach, and a Disposition and Development Agreement entered into between Grantor and Grantee dated , 1993 (the "DDA"), a copy of which is on file with the Grantor at its offices as a public record and which is incorporated herein by reference. 3. The Grantee shall devote, use, operate, and maintain the Property only to the development permitted by and the uses specified in the applicable provisions of the DDA, the Redevelopment Plan for the Project, or anv amendments thereof, this Grant Deed, and the CCR1s on the Property whichever document is more restrictive. 4. The Property is conveyed to Grantee at a purchase price, herein called "Purchase Price", determined in accordance with the uses permitted. Therefore, Grantee hereby covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Property that the Grantee, such successors and such assigns, shall develop, maintain, use and operate the Property pursuant to the provisions of the DDA. In addition, Grantee shall maintain the improvements on the Property in conformity with this Grant Deed, the recorded CUR's on the Property, and the Huntington Beach Municipal Code and shall keep the Property free from an-,, accumulation of debris or waste materials. Grantee shall also maintain the required landscaping in a healthy condition. If, at any time, Grantee fails to maintain such landscaping, and said condition is not corrected after expiration of ten (10) days from the date of written notice from the Grantor, either the Grantor, or the City of Huntington Beach may perform the necessary maintenance and Grantee shall pay such costs as are reasonably incurred for such maintenance. Grantee shall only sell, transfer or convey the Property as a whole parcel and is not permitted to subdivide the Property, except as set out in the DDA, until the issuance of the Certificate of Completion without the prior written approval of the Grantor, or the City of Huntington Beach, if the Agenc:• is no longer in existence at the date of request for approval. 5. For a period until the issuance of a Certificate of Completion as defined in the DLh, the Grantee shall not place or suffer to be placed on the Property any lien or encumbrance other than mortgages, deeds of trust, or anv other form of conveyance required for financing of the the construction and operation of the Improvements on the Property and any refinancing of that permanent loan, and any other expenditures necessary and appropriate to develop and operate the Property pursuant to the DDA. The Grantee shall not enter into anv such conveyance for financing without prior written approval of Grantor. No approval wili be given for a conveyance of the property to finance the construction or improvements on real property other than the real property described in Exhibit A hereto. The sale, transfer, assicnment of the Property, or any portion thereof or interest therein by the Grantee is subject to the provisions of Section 109 of the DDA. 6. 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, ledse, or rental or in the use or occupancy of the Property hereby conveyedoor any part thereof. Grantee covenants by and for itself, its 05/13/93 ATTACMIEIdT H0. 6 6449u/2460/09 Page 2 of 4 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, religion, sex, marital status, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Property. nor shall the Grantee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the Property. The foregoing covenants shall run with the land. 7. 110 violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any way impair the lien or charge of any mortgage or deed of trust or security interest permitted by paragraph 5 of this Grant Deed; provided, however, that any subsequent owner of the Property shall be bound by such remaining covenants, conditions, restrictions, limitations and provisions, whether- such owner's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise. S. All covenants contained in this Grant Deed shall be covenants running with the land. Grantee's obligation to construct and develop the Developer Inprovements on the Property shall terminate and shall become null and void upon recordation of a certificate of Completion issued by Grantor for the Developer Improvements as defined in the DDA. The covenants contained in paragraphs 3, 4, 5, and 7 shall continue in effect for fifty (50) years from the Bats of recordation of this Grant Deed. Every covenant contained in this Grant Heed against discrimination contained in paragraph 6 of this Grant Deed shall remain in effect in perpetuity. 9. All covenants without regard to technical classification or designation shall be bindina for the benefit of the Grantor, and such covenants shall run in favor of the Grantor- for the entire period during which such covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land or interest therein to which such covenants relate. The Grantor. in the event of any breach of any such covenants, shall have the right to exercise all the rights and remedies and to maintain am• actions at law or suits in equity or other proper proceedings to enforce the curing of such breach. 0 5 / 13 / 93 ATTACM-IE14T 140. 6 6449u/2460/09 Page 3 of 4 IN WITIFESS WHEREOF. the Grantor and Grantee have caused this instrument to be executed on their behalf by their respective officers hereunto duly authorized, this day of , 19 REDEVELOPMENT AGENCY OF THE CIT'I OF HUNTINGTON BEACH, a public body_ corporate and politic s_y• Chairman ATTE'ST. secretary APPROVED AS TO FORTS "GRAI-ITOR" Stradling, Yocca, Carlson & Rauth Agency Special Counsel The undersi ¢:ed Grantee accepts title subject to the conditions and covenants hereinabove set forth. COULTRUI COI-IP' IES, a California corporation �'� /: SIRT ER REAL '" I11ITED, a California lim' eta panne ship By: EREICORF. a California corporation, . Managing General Partner By, I-Iicnael H. Voss, President "GRF,IITEE" APPROVED AS TO FORK Counsel to Grantee 05/13/93 ATTACt vM4T NO. 6 6449u/2460/09 Page 4 of 4 STATE OF CALIFORNIA ) ss. COUI:'Ti" OF ) On , before me, (name, title, e.g., ",lane Doe, Notary Public"), personally appeared (name(s) of signer(s)), personally known to me -- OR -- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their sianature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. CAFACITY CLAIRED BY SIGI-1ER: Individual Corporate Officer(s): _ Partner(s): Attornev-in-Fact Trustee(s) _ Guardian/Conservator Other: (Signature of Notary) Title(s) Limited General SIGUER IS REPRESE14TIIIG: !tame of Person(s) or Entity(ies) ATTENTION NOTARY: Although the information requested below is 0?TIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE Title or Type of Document MUST BE ATTACHED TO THE DOCURENT Number of Pages DESCRIBED Date of Document AI RIG T Signer(s) Other Than !.tamed Above: 05113/93 6449u/2460/09 ATTAC'-IFIENT 110. 6 STATE OF CALIFORNIA ) ss. COMITY OF ) On , before me, (name, title, e.g., "Jane Doe, Notary Public"), personally appeared (name(s) of szgner(s)), personally known to me -- OR -- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacitv(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. CAPACITY CL.MLIMED EY SIGNER: _ Individlai Corporate Officer(s): _ Partner(s): Attorney -in -Fact Trustee(s) Guardian/Conservator Other: (Signature o= Notary) Titles) Limited General SIGNER IS REPRESENTING: Name of Person(s) or Entity(ies) ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT.: Title or Type of Document Number of Pages Date of Document Signer(s) Other Than Named Above: 05/13/93 6449u/2460/09 ATTACH -TENT NO. 6 STATE OF CALIFORIIIA ) ss. COUNTY OF ) On before me, (name, title, e.g., "Jane Doe. Notary Public"), personally appeared (name(s) of stgner(s)), personally known to me -- OR -- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized eapacity(ies), and that by his/her/their sianature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official. seal. CAPACITY CLAII•IED -EY SIGHER: Individual Corporate Officer(s): _ Partner(s): Attorney -in -Fact Trustee(s) Guardian/Conservator other: (Signature of Notary) litie (s ) Limited General SIGNER IS REPRESENTING: Barre of Person(s) or Entity(ies) ATTETITIO1.1 NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE Title or Type of Document MUST BE ATTACHED TO THE DOMIEIrT Hummer of Pages DESCRIBED Date of Document AT RIGHT:• Signer(s) other Than Named Above: 05/13/93 6449u/2460/09 ATTACM-1ETrr NO. 6 r EXHIBIT A LEGAL DESCRIPTION OF PROPERTY 05/13/93 EXHIBIT A to ATTACHMENT NO. 6 6449u/2460/09 Page 1 of 1 ATTACHTIENT 110. 7 RECORDING REQUESTED BY ) AND WHEN RECORDED HAIL T0: ) ) Redevelopment Agency of the City } of Huntington Beach ) 2000 !lain Street ) Huntington Beach, CA 92645 } ) This document is exempt from the payment of a recording fee pursuant to Government Code Section 6103. REDEVELOPMENT AGEI•ICY OF THE CITY OF HUTITINGTON BEACH Its: Dated: 19 DEED OF TRUST AND ASSIGN:IENT OF RENTS THIS DEED OF TRUST AND ASSIGNILENT OF RENTS is made as of the day of , 19_ , by and among COULTRUP COMPANIES and BIRTCHER REAL ESTATE LIMITED (the "Trustor"), whose address is , California Title Insurance Company (the "Trustee"T whose address is California , and the Redevelopment Agency of the City of Huntington Beach (the "Beneficiary"), whose address is 2000 Main Street, Huntington Beach, California 92648. FOR GOOD AND VALUABLE CONSIDERATION, including the indebtedness herein recited and the trust herein created, the receipt of which is hereby acknowledged, Trustor hereby irrevocably grants, transfers, conveys and assians to Trustee, IN TRUST, WITH POWER OF SALE, for the benefit and security of Beneficiary, under and subject to the terms and conditions hereinafter set forth, the property located in the County of Orange, State of California (Block 105), that is described in Exhibit A, attached hereto and by this reference incorporated herein (the "Site"). TOGETHER WITH all rents, issues, profits, royalties, income and other benefits derived from the Site (collectively, the "rents"), provided that so long as Trustor is not in default hereunder, it shall be permitted to collect rents and operate the Project, as hereinafter defined, in accordance with the requirements of that certain Disposition and Development Agreement entered into between the Trustor, the Beneficiary and the ?fain Pier Phase II 05/13/93 ATTACHMENT NO. 7 6449u/2460/09 Page 1 of 14 Partnership dated , 1993 (the "agreement"), which Agreement is on file with the Beneficiary as a public record and is incorporated by reference herein; TOGETHER WITH all interests, estates or other claims, both in lau and in equity which Trustor now has or may hereafter acquire in the Site and the rents; TOGETHER WITH all easements, rights -of -way and rights used in'connection therewith or as a means of access thereto, including, without limiting the limitedity of the foregoing, all tenements, hereditaments* and appurtenances thereof and thereto; TOGETHER WITH any and all buildings and improvements now or hereafter erected thereon, and all property of the Trustor now or hereafter affixed to or placed upon the Site, including, without limitation, all fixtures, attachments, appliances, furnishings, equipment and machinery (whether fixed or movable) and other articles (including, in each instance, improvements, restorations, replacements, repairs, additions, accessions or substitutions thereto or therefor); TOGETHER WITH all leasehold estate, right, title and interest of Trustor in and to all leases or subleases covering the Site or any portion thereof now or hereafter existing or entered into, and all right, title and interest of Trustor thereunder, including, without limitation, all cash or security deposits, ad,ance rentals, and deposits or payments of similar nature; TOGETHER WITH all right, title and interest of Trustor in and to all options to purchase or lease the Site or any portion thereof or interest therein, and any greater estate in the Site owned or hereafter acquired; TOGETHER WITH all right, title and interest of Trustor, now owned or hereafter acquired, in and to any land lying within the right-of-way of any street, open or proposed, adjoining the Site, and any and all sidewalks, alleys and strips and gores of land adjacent to or used in connection with the Site; TOGETHER WITH all the estate, interest, right, title, other claim or demand, of every nature, in and to such property, including the Site, both in law and in equity, including, but not limited to, all deposits made with or other security giver. by Trustor to utility companies, the proceeds from any or all of such property, including the Site, claims or demands with respect to the proceeds of insurance in effect with respect thereto, which Trustor now has or may hereafter acquire, any and all awards made for the taking by eminent domain or by any proceeding or purchase in lieu thereof of the whole or any part of such property, including without limitation, any awards resulting from a change of grade of streets and awards for severance damages; All of the foregoing, together with the Site, is herein referred to as the "Security". FOR THE PURPOSE OF SECURING: 05/13/93 ATTACKMENT NO. 7 6449u/2460/09 Page 2 of 14 (a) Payment of the Agency's Equity Interest as defined in Section 202 and Attachment No. 12 of the DDA. (b) Payment of any sums advanced by Beneficiary to protect the Security pursuant to the terms and provisions of this Deed of Trust following a breach of Trustor's obligation to advance said sums and the expiration of any applicable cure period and upon five (5) business days notice to the Trustor, with interest thereon as provided herein; (c) Payment of such additional sums and interest thereon which may hereafter be loaned to Trustor, or its successors or assigns, by Beneficiary, when evidenced by a promissory note or notes or other documents reciting that they are secured by this Deed of Trust; and (d) Performance of every obligation, covenant or agreement of Trustor contained herein or the Agreement (and any amendments thereto).. ARTICLE I DEFINITIONS 1. "Agreement" or "DDA" means that Disposition and Development Agreement entered into by and among the Trustor, the Beneficiary hereof and the Hain Pier Phase II Partnership, dated , 1993; said Agreement (a copy of which is on file with the Beneficiary at the address stated above, and including all of its attachments) is incorporated herein by reference. 2. "Covenants" means Attachment No. 9 to the Agreement. 3. "Developer Improvements" is defined in the Agreement for Block 105. 4. The term "Expiration Date" means the date upon which all obligations the performance of which is secured by this Deed of Trust have been satisfied. 5. "Hortgage" means any permanent or long-term loan (other than a loan by an entity related to or controlled by the Block 105 Developer), or any other financing device (including without limitation deeds of trust) the proceeds of which are used in the construction of the Developer Improvements, which loan is secured by a security financing interest in the Trustor's interest in the Developer Improvements; 6. "Project" means the "Site" and the "Developer Improvements", together with all additions, improvements, restorations and replacements thereof, and together with the items set forth in the sixth paragraph hereof. 7. ,site,, is defined in the second paragraph hereof. E. "Security" is defined in the eleventh paragraph hereof. 9. "Standards" means those standards of construction and operation charactefistic of multi -family residential complexes and retail buildings -.- 05/13/93 ATTACME11T NO. 7 6449u/2460/09 Page 3 of 14 similar in scope to those anticipated by the DDA and which have been constructed with the five (5) years preceding the execution of the Agreement. 10. "Trustor" means Coultrup Companies and Birtcher Real Estate Limited, and its transferees and successors in interest. Where an obligation is created herein binding upon Trustor, the obligation shall apply to and bind any transferees or successors in interest. Where the terms of the Deed of Trust have the effect of creating an obligation of the Trustor and a transferee, such obligation shall be deemed to be a joint and several obligation of the Trustor and such transferee. Unless the context clearly otherwise requires, any capitalized term used herein and not defined herein shall have the meaning given to it under the Agreement (and anv amendments thereto). ARTICLE II MAI?TIEIIANCE A11D E.ODIFICATION Or THE PROJECT AND SECURITY; RELEASE UPON PAYMENT Section 2.1 Maintenance and Modification of the Project by Trustor. The Trustor agrees that at all times prior to the Expiration Date, the Trustor will, at the Trustor's own expense, maintain, preserve and keep the Project or cause the Project to be maintained, preserved and kept in a condition conforming to the Standards and with only those uses allowed by the Aareement. The Trustor will from time to time make or cause to be made all repairs, replacements and renewals deemed proper and necessary by it. The Beneficiary shall have no responsibility in any of these matters or for the making of improvements or additions to the Project. Trustor agrees to pay fully and discharge (or cause to be paid fully and discharged) all claims for labor done and for material and services furnished in connection with the Security, diligently to file or procure the filing of a valid notice of completion upon completion of construction of any part of the Security, diligently file or procure the filing of a notice of cessation upon the event of a cessation of labor on the work or construction on the Security for a continuous period of thirty (30) days or more, and to take all other reasonable steps to forestall the assertion of claims of lien against the Security -or any part thereof. Section 2.2 Release of Land and Improvements. Upon its receipt of the Agency's Equity Interest as defined in Section 202 and Attachment No. 12 of the Agreement and all amounts secured by this Deed of Trust, and provided that the Trustor is not in default under the Aareement, the Beneficiary shall, upon the request of the Trustor, deliver to the Trustor such instruments as are reasonably necessary to confirm the release of the Security from the lien of this Deed of Trust. Partial releases shall be granted pursuant to Section 8.3 herein. Section 2.3 Grantina_ of Easements. Trustor may grant easements, licenses, rights -of -way or other similar rights or privileges in the nature of easement5-with respect to any property or rights included in the Security 05/13/93 ATTACHI'IENTi NO. 7 6449u/2460/09 Page 4 of 14 without the prior written approval of the Beneficiary. In the event such rights are granted, the Trustor shall promptly so advise the Beneficiary in writing. ARTICLE III TAXES AND INSURAPICE; ADVANCES Section 3.1 Tares. Other Governmental Charaes and Utilitv Charges. Trustor shall pay, or cause to be paid, at least fifteen (15) days prior to delinquency, all taxes, assessments, charges and levies imposed by any public authority or utility company which are or may become a lien affecting the Security or any part thereof; provided, however, that Trustor shall not be required to pay and discharge an such tax, assessment, charge or levy so long as (a) the legality thereof shall be promptly and actively contested in good faith and by appropriate proceedings, and (b) Trustor maintains reserves adequate to pay any liabilities contested pursuant to this Section 3.1 in accordance with limitedly accepted accounting principles. With respect to special assessments or other similar governmental ehargts, Trustor shall pay such amount in full prior to the attachment of any lien therefor on any part of the Security unless the Trustor has secured the prior written approval of the Beneficiary to pay such amounts in installments over a period of years. In the event that Trustor shall fail to pay any of the foregoing items required by this Section to be paid by Trustor, Beneficiary may (but shall be under no obligation to) pay the same, after the Beneficiary has notified the Trustor of such failure to pay and the Trustor fails to fully pay any such item within seven (7) business days of the earlier of the receipt or mailing of such notice. Anv amount so advanced therefor by Beneficiary, together with interest thereon from the date of such advance at the maximum rate permitted under Section 1(2) of Article XV of the California Constitution, shall become an additional obligation of Trustor to the Beneficiary and shall be secured hereby, and Trustor hereby agrees to pay all such amounts. Section 3.2 Provisions Respecting Insurance. (a) Trustor agrees to provide insurance covering one hundred percent (100;) of the replacement cost of all insurable items within the Project (except interior furniture and fixtures within the individual dwelling units) during the course of construction and following completion in the event of fire, lightning, debris removal, windstorm, flood, vandalism, malicious mischief, theft, mysterious disappearance and hazards, casualties and contingencies as are normally and usually covered by all-risk policies in effect in the locality where the Project is situated. (b) Trustor agrees to carry or cause to be carried% comprehensive limited liability insurance with respect to the Project with limits as set forth in the Agreement during the term of development and for one (1) year thereafter. Following said period and during the term of this Deed of Trust said limits for limited liability coverage shall be not less than $2,000,000 for each occurrence for personal injury (including without limitation bodily injury) -and $500,000 with respect to property damage. Coverages thereunder 05/13/93 ATTACHIIENT 110. 7 6449u/2460/09 Page 5 of 14 shall include limited liability, owners' and contractors' protection, workers' compensation insurance as required by law. (c) All such insurance policies and coverages (i) shall be maintained at Trustor's sole cost and expense so long as any part of the amounts secured by its Deed of Trust have not been paid, (ii) shall be with insurers of recognized responsibility, and in form and substance satisfactory to the Beneficiary, (iii) shall name Beneficiary as additional insured, and (iv) shall contain a provision to the effect that the insurer shall not cancel the policy or modify it materially and adversely to the interests of Eereficiary without first giving at least thirty (30) days' prior written notice thereof. Certificates of insurance for all of the above insurance policies, showing the same to be in full force and effect, shall be delivered to the Beneficiary upon demand therefor at any time prior to the Expiration Date. Section 1.3 Advances. In the event the Trustor shall fail to maintain the full insurance coverage required by this Deed of Trust or shall fail to keep the Project in good repair and operating condition, the Beneficiary may (but shall be under no obligation to) take out the required policies of insurance and pay the premium on the same or may make such repairs or replacements as are necessary and provide for payment thereof; and, provided that the Beneficiary provides five (5) business days' notice to the Trustor all amounts so advanced therefor by the Beneficiary shall become an additional obligation of the Trustor to the Beneficiary (together with interest as set forth below) and shall be secured hereby, which amounts the Trustor agrees to pay on demand of the Beneficiary, and if not so paid, shall bear interest from the date of the advance at the maximum rate permitted by Section 1(2) of Article XV of the California Constitution. ARTICLE IV DAMAGE, DESTRUCTION OR CONDEMNATION Section 4.1 Damaae and Destruction. If, prior to the Expiration Date, the Project or any portion thereof is destroved (in whole or in part) or is damaged by fire or other casualty, the Trustor shall (a) cause any insurance proceeds arising from insurance referred to in Section 3.2 hereof and any other coverage acquired by the Trustor to be used to promptly rebuild and replace the Project, and (b) repair and replace the Project as necessary to bring the Project into conformity e:ith the Standards; provided that such covenants shall be subordinated to the provisions of all senior obligations to which this Deed of Trust is subordinate. There shall be no abatement in, and Trustor shall be obligated to continue to pay, the amounts payable under this Deed of Trust. Section 4.2 Condemnation. If title to or any interest in or the temporary use of the Project or any part thereof shall be taken under the exercise of the power of eminent domain by any governmental body or by any person,.firm or corporation acting under governmental authority, including any proceeding or purchase in lieu thereof, the proceeds as a result of such taking shall be paid as provided by the law of the State of California. 05/13/93 ATTAMEIIT NO. 7 6449u/2460/09 Page 6 of 14 ARTICLE V REPRESEU ATIONS, COVENANTS AND WARRANi'IES OF THE TRUSTOR Section 5.1 Defense of the Title. The Trustor covenants that it is lawfully seized and possessed of title in fee simple to the Site, that it has good right to sell, convey or otherwise transfer or encumber the same, and that the Trustor, for itself and its successors and assigns, warrants and will forever defend the right and title to the foregoing described and ccnveyed property unto the Beneficiary, its successors and assigns, against the claims of all persons whomsoever, excepting only encumbrances approved by the Beneficiary. Section 5.2 Inspection of the Project. The Trustor covenants and agrees that at anv and all reasonable times and upon reasonable notice, the Beneficiary and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right, without payment of charges or fees, to inspect the Site. ARTICLE VI AGREEtiENTS AFFECTING THE PROJECT; FURTHER ASSURANCES Section 6.1 Other Agreements Affecting_ Project. The Trustor shall duly and punctually perform all terms, covenants, conditions and aareements binding upon it under the Agreement or any other agreement of any nature whatsoever now or hereafter in:•olving or affecting the Site or any part thereof. Section 6.2 Further Assurances; After Acquired Property. At any time, and from time to time, upon request by the Beneficiary, the Trustor shall make, execute and deliver, or cause to be made, executed and delivered, to the Beneficiary and, where appropriate, cause to be recorded and/or filed, and from time to time thereafter to be recorded and/or filed, and from time to time thereafter to be rerecorded and/or refiled, at such time and in such of -ices and places as shall be deemed desirable by the Beneficiary, any and all such other and further deeds of trust, security agreements, financing statements respecting personal property, instruments of further assurance, certificates and other documents as may. in the opinion of the Beneficiary, be necessary or desirable in order to effectuate, complete or perfect, or to continue and preserve, (a) the obligations of the Trustor under this Deed of Trust, and (b) the lien of this Deed of Trust as a lien prior to all liens except those obligations which shall be senior obligations pursuant to the provisions of this Deed of Trust. Upon any failure by the Trustor to do so, the Beneficiary may make, execute, record, file rerecord and/or refile any and all such deeds of trust. security agreements, instruments, certificates and documents for and in the nave of the Trustor, and the Trustor hereby irrevocably appoints the Beneficiary the agent and attorney -in -fact of the Trustor-to do so. The lien hereof shall automatically attach, without further act, to all after -acquired property deemed to be part of the Security as defined herein. 05/13/93 ATTACHME14T NO. 7 6449u/2460/09 Page 7 of 14 Section 6.3 Agreement to Pay Attorney's Fees and Expenses. In the event of an Event of Default hereunder, and if the Beneficiary should employ attorneys or incur other- expenses for the collection of amounts due or the enforcement of performance or observance of an obligation or agreement on the part of the Trustor in this Deed of Trust, the Trustor agrees that it will, on demand therefor, pay to the Beneficiary the reasonable fe►s of such attorneys and such other reasonable expenses so incurred by the Beneficiary; and any such amounts paid by the Beneficiary shall be added to the indebtedness secured by the lien of this Deed of Trust, and shall bear interest from the date such expenses are incurred at the maximum rate permitted by Section 1(2) of Article NV of the California Constitution. Section 6.4 Subroa_ation: Payment of Claims. Provided that the Beneficiary gives notice of at least five (5) business days to the Trustor, the Beneficiary shall be subroaated to the clams and liens of all parties whose claims or liens are discharged or paid by the Beneficiary pursuant to the provisions hereof. If permitted in the Mortgage, the Beneficiary shall have the right to pad* and discharge the obligations secured by the Mortgage. Section 6.5 Oneration of the Site. The Trustor agrees and covenants to operate the Site in full compliance with the agreement and the Covenants. Section 6.6 Transfer. No sale, transfer, lease, pledge, encumbrance, creation of a securit;• interest in or other hypothecation of the Security shall relieve or release the Trustor from primary liability under this Deed of Trust, the Promissory Note, the Agreement or the Covenants, as the case may be. Section 6.7 Subordination. This Deed of Trust is hereby subordinated by Beneficiary to all future loans for construction and permanent financing to be in first position on the Site. ARTICLE VII EVENTS OF DEFAULT AND REHEDIES Section 7.1 Events of Default Defined. The occurrence of any failure of the Trustor to perform under this Deed of Trust, the Agreement or the Covenants, and the continuation of said failure for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied shall have been aiven to Trustor from the Beneficiary pursuant to the Agreement, shall be an Event of Default under this Deed of Trust. Section 7.2 Acceleration of Maturitv. If an Event of Default shall have occurred and be continuing, then the entire indebtedness secured hereby shall, at the option of the Beneficiary, immediately become due and payable without notice or demand which are hereby expressly waived, and no omission on the part of the Beneficiary to exercise such option when entitled to do so shall be construed as a waiver of such right. Section 7.3 The Beneficiary's Right to Enter and Take Possession. If an Event.of Default shall have occurred and be continuing, the Beneficiary may: 05/13/93 ATTAC -1ENT NO. 7 6449u/2460/09 Page 8 of 14 (a) Either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court, and without regard to the adequacy of its security, enter upon the Site and take possession thereof (or any part thereof) and of any of the Security, in its own name or in the name of Trustee, and do any acts which it deems necessary or desirable to preserve the value, marketability or rentability of the Site, or part thereof or interest therein, increase the income therefrom or protect the Security hereof and, with or without taking possession of the Site, sue for or otherwise collect the rents, issues and profits thereof, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including attorneys' fees, upon anv indebtedness secured hereby, all in such order as Beneficiary may determine. The entering upon and taking possession of the Site, the collection of such rents, issues and profits and the application thereof, as aforesaid, shall not cure or waive any Default or notice of Default hereunder or invalidate any act done in response to such Default or pursuant to such notice of Default and, notwithstanding the continuance in possession of the Site or the collection, receipt and application of rents, issues or profits, Beneficiary shall be entitled to exercise every right provided for in this Deed of Trust, the Agreement or by law upon occurrence of an_r Event of Default, including the right to exercise the power of sale. Trustor requests that a copy of any Notice of Default and a copy of any Notice of Sale hereunder be mailed to him at his address given herein; (b) Commence an action to foreclose this Deed of Trust as a mortgage, appoint a receiver, or specifically enforce any of the covenants hereof; (c) Deliver to Trustee a written declaration of default and demand for sale, and a written notice of default and election to cause Trustor's interest in the property to be sold, which notice Trustee or Beneficiary shall cause to be duly filed for record in the Official Records of the County in which the Site is located; or (d) Exercise all other rights and remedies provided herein, in the instruments by which the Trustor acquires title to the Site, including any Security, or in any other document or agreement now or hereafter evidencing, creating or securing all or any portion of the obligations secured hereby, or provided by law. Section 7.4 Foreclosure By Power of Sale. Should the Beneficiary elect to foreclose by exercise of the power of sale herein contained, the Beneficiary shall notify Trustee and shall deposit with Trustee this Deed of Trust which is secured hereby (and the deposit of which shall be deemed to constitute evidence that the (dote Amount is immediately due and payable), and such receipts and evidence of any expenditures made that are additionally secured hereby as Trustee may require. (a) Upon receipt of such notice from the Beneficiary, Trustee shall cause to be recorded, published and delivered to Trustor such Notice of Default and Election to Sell as then required by law and by this Deed of Trust. Trustee shall, without demand on Trustor, after lapse of such time as may then be required -by law and after recordation of such Notice of Default and after Notice .or - Sale having been given as required by law, sell the Site, at the 05/13/93 ATTACHME14T NO. 7 6449u/2460/09 Page 9 of 14 time and place of sale fixed by it in said Notice of Sale, either as a whole or in separate lots or parcels or items as Trustee shall deem expedient and in such order as it may determine, at public auction to the highest bidder, for cash in lawful money of the United States payable at the time of sale. Trustee shall deliver to such purchaser or purchasers thereof its good and sufficient deed or deeds conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed of any matters or facts shall be conclusive proof of the truthfulness thereof. Any person, including, without limitation, Trustor, Trustee or Beneficiary, may purchase at such sale, and Trustor hereby covenants to warrant and defend the title of such purchaser or purchasers. (b) After deducting all reasonable costs, fees and expenses of Trustee, including costs of evidence of title in connection with such sale, Trustee shall apply the proceeds of sale to payment of: (i) the Note Amount; (ii) all other sums then secured hereby; and (iii) the remainder, if any, to the person or persons legally entitled thereto. (c) Trustee may postpone sale of all or any portion of the Site by public announcement at such time and place of sale, and from time to time thereafter, and without further notice make such sale at the time fixed by the last Postponement, or may, in its discretion, give a new notice of sale. Section 7.5 Receiver. If an Event of Default shall have occurred and be continuing. Beneficiary, as a matter of right and without further notice to Trustor or anvone claiming under Security, and without regard to the then value of the Site or the interest of Trustor therein, shall have the right to apply to any court having jurisdiction to appoint a receiver or receivers of the Security (or a part thereof), and Trustor hereby irrevocably consents to such appointment and waives further notice of any application therefor. Any such receiver or receivers shall have all the powers and duties of receivers in like or similar cases, and all the powers and duties of Beneficiary in case of entry as provided herein, and shall continue as such and exercise all such powers until the date of confirmation of sale of the Site, unless such receivership is sooner terminated. Section 7.6 Remedies Cumulative. No right, power or remedy conferred upon or reserved to the Beneficiary by this Deed of Trust is intended to be exclusive of anv other right, power or remedy. but each and every such right, power and remedy shall be cumulative and concurrent and shall be in addition to anv other right, power and remedy given hereunder or now or hereafter existing at law or in equity. Section 7.7 No Waiver. (a) No delay or omission of the Beneficiary to exercise any right, power or remedy accruing upon any Default shall exhaust or impair any such right, power or remedy, or shall be construed to be a waiter of any such Default or acquiescence therein; and every right, power and remedy given by this Deed of Trust td the Beneficiary may be exercised from time to time and as often as may be deemed expeditious by the Beneficiary. No consent or waiver, expressed or implied, by the Beneficiary to or of any breach by the Trustor in the performatice of the obligations hereunder shall be deemed or construed to be a 05/13/93 ATTACHMENT 110. 7 6449u/2460/09 Page 10 of 14 consent to or waiver of obligations of the-Trustor hereunder. Failure on the part of the Beneficiary to complain of any act or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiter by the Beneficiary of its right hereunder or impair any rights powers. or remedies consequent on any breach or Default by the Trustor. (b) If the Beneficiary (i) grants forbearance or an extension of time for the payment of any sums secured hereby, (ii) takes other or additional security or the payment of any sums secured hereby, (iii) waives or does not exercise any right granted herein, or in the Agreement. (iv) releases any part of the Security from the lien of this Deed of Trust, or otherwise granges any of the terms, covenants, conditions or agreements of this Deed of Trust or the Agreement, (v) consents to the filing of any map, plat or replat affecting the Security, (vi) consents to the granting of any easement or other right affecting the Security, or (vii') makes or consents to any agreement subordinatina the lien hereof, anv such act or omission shall not release, discharge, modify, change or affect the original liability under this Deed of Trust, or anv other obligation of the Trustor or any subsequent purchaser of the-Seciirity or any part thereof, or any maker, co-signer, endorser, surety or Guarantor (unless expressly released); nor shall any such act or omission preclude the Beneficiary from exercising any right, power or privilege herein granted or intended to be granted in the event of any Default then made or of any subsequent Default, nor, except as otherwise expressly provided in an instrument or instruments executed by the Beneficiary shall the lien of this Deed of Trust be altered thereby. In the event of the sale or transfer by operation of law or otherwise of all or any part of the Site, the Beneficiary, without notice, is hereby authorized and empowered to deal with any such vendee or transferee with reference to the Security (or a part thereof) or the indebtedness secured hereby, or with reference to anv of the terms. covenants, conditions or agreements hereof, as fully and to the same extent as it might deal with the Trustor and without in any way releasing or discharging any liabilities, obligations or undertakings of the Trustor. Section 7.6 Suits to Protect the Security, The Beneficiary shall have power (upon ninety (90) days notice to the Trustor) to (a) institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Security (and the rights of the Beneficiary as secured by this Deed of Trust) by any acts which may be unlawful or any violation of this Deed of Trust, (b) preserve or protect its interest (as described in this Deed of Trust) in the Security and in the rents, issues, profits and revenues arising therefrom, and (c) restrain the enforcement of or compliance with any legislation or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid, if the enforcement for compliance with such enactment, rule or order would impair the security thereunder or be prejudicial to the interests of the Beneficiary. Section 7.9 Trustee Hav File Proofs of Claim. In the case of anv receivership, insolvency, bankruptcy, reorganization, arrangement, adjustment, composi-tion or other proceedings affecting the Trustor, its creditors or its property, the Beneficiary, to the extent permitted by law, shall be entitled to file such proofs of claim and other documents as may be necessary or advisable in order to have the claims of the Beneficiary allowed in such 0 5 / 13 / 93 ATTACM-IE14T NO. 7 6449u/2460/C9 Page 11 of 14 proceedings for the entire amount due and payable by the Trustor under this Deed of Trust at the date of the institution of such proceedings and for any additional amount which may become due and payable by the Trustor hereunder after such date. ARTICLE VIII HISCELUNEOUS Section 6.1 amendments. This instrument cannot be waived, chap-ed, discharged or terminated orally, but only by an instrument in writing signed by the party against whom enforcement of any waiver, change, discharge or termination is sought. Section 8.2 Trustor Waiver of Rights. Trustor hereby acknowledges that it is aware of and has the a&:ice of counsel of its choice with respect to its rights under the Constitution of the United States, including, but not limited to, its rights arising under the Fourth, Fifth, Sixth and Fourteenth Amendments thereto, and the Constitution of the State of California. Trustor agrees that Beneficiary may exercise its rights hereunder in accordance with the provisions hereof, including, but not limited to, the exercise of the power of sale pursuant to Section 7.4 hereof, and Trustor hereby expressly waives and releases its rights under such Constitutions with respect thereto, including, but not limited to, its rights, if any, to notice and a hearing upon the occurrence of an Event of Default hereunder; provided. however. nothing contained herein shall be deemed to be a waiver of Trustor's rights to reinstate or redeem this Deed of Trust in accordance with applicable law. Trustor further waives to the extent permitted by law, (a) the benefit of all laws now existing or that may hereafter be enacted providing for any appraisement before sale of any portion of the Security, (b) all rights of ' valuation, appraisement, stay of execution, notice of election to mature or declare due the whole of the secured indebtedness and marshaling in the event of foreclosure of the liens hereby created, and (c) all rights and remedies which Trustor may have or be able to assert by reason of the laws of the State of California pertaining to the rights and remedies of sureties. Section 6.3 Reconvevance and Partial Reconveyances by Trustee. Upon written request of Beneficiary stating that all sums secured hereby have been paid and that all performance obligations secured hereby have been performed to Agency's satisfaction, and upon surrender of this Deed of 'Trust to Trustee for cancellation and retention, and upon payment by Trustor of Trustee's reasonable fees, Trustee shall reconvey to Trustor, or to the person or persons legally entitled thereto, without warranty, any portion of the Property then held hereunder. The recitals in such reconveyance of any matters or facts shall be conclusive proof of the truthfulness thereof. The grantee in any reconveyance may be described as "the person or perscr. legally entitled thereto." Beneficiary shall cause Trustee to release and execute partial reconveyances of any one or more of the parcels comprising the Property described in the Exhibit "A" attached hereto from the lien of this Deed of Trust on satisfaction of each of the following conditions: 05/13/93 ATTACMIENT H0. 7 6449u/2460/09 Page 12 of 14 (a) No release will be given if a Notice of Default then appears of record. (b) Each request shall be in writing delivered personally or mailed, certified mail, return receipt requested, to Trustee and to Beneficiary and shall identify the parcel(s) to be reconveyed. (e) Trustor shall pay all costs required in connection with execution and recording of the reconveyance. (d) Trustor shall have, at Irustor's sole expense, fully complied with all applicable federal, state and local laws, ordinances and rules, including without limitation, the California Subdivision Hap Act. (e) Prior to approving reconveyance on the final five units secured by this Deed of Trust Trustor shall pro;•ide an accounting to the Beneficiary of Development Costs and Net Profit pursuant to the profit participation provisions set out in Attachment No. 12 of the agreement. The release of all units prior to the last five shall be made without consideration or payment of any profit participation. Section 8.4 Notices. Whenever Beneficiary, Trustor or Trustee shall desire to give or serve any notice, demand, request or other communication with respect to this Deed of Trust, each such notice, demand, request, or other communication shall be in writing and shall be effective only if the same is delivered by personal service or mailed by registered or certified mail, postage prepaid, return receipts requested, or by telegram, addressed to the address set forth in the first paragraph of this Deed of Trust. Any party may at any time change its address for such notices by delivering or mailing to the other parties hereto, as aforesaid, a notice of such change. Section 6.5 Acceptance by Trustee. Irustee accepts this Trust when this Deed of Irust, duly executed and acknowledged, is made a public record as provided by law. Section 8.6 Caotions. The captions or headings at the beginning of each Section hereof are for the convenience of the parties and are not a part of this Deed of Trust. Section 8.7 Invalidity of Certain Provisions. Every provision of this Deed of Trust is intended to be severable. In the event -any term or provision hereof is declared to be illegal or invalid for any reason whatsoever by a court of competent jurisdiction, such illegality or invalidity shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable. If the lien of this Deed of Trust is invalid or unenforceable as to any part of the debt, or if the lien is invalid or unenforceable as to any part of the Security, the unsecured or partially secured portion of the debt, and all payments made on the debt, whether voluntary or under foreclosure or other enforcement action or procedure, shall be considered to have been first paid on and applied to the full payment of that portion of the debt which is not secured or partially secured by the lien of this Deed of Trust. 05/13/93 ATTACMIE11T NO. 7 6449u/2460/09 Page 13 of 14 Section 8.8 No Merger. If title to the Property shall become vested in the Beneficiary, this Deed of Trust and the lien created hereby shall not be destroyed or terminated by application of the doctrine of merger and, in such event. Beneficiary shall continue to have and enjov all of the rights and privileges of Beneficiary under this Deed of Trust. In addition, upon foreclosure under this Deed of Trust pursuant to the provisions hereof, any leases or subleases then existing and affecting all or any portion of the Security shall not be destroyed or terminated by application of the law of merger or as a matter of law or as a result of such foreclosure unless Beneficiary or any purchaser at any such foreclosure shall so elect. No act by or on behalf of Beneficiary or any such purchaser shall constitute a termination of anv lease or sublease unless Beneficiary or such purchaser shall give written notice of termination to such tenant or subtenant. Section 8.9 Governing Lay-. This Deed of Trust shall be governed by and construed in accordance with the laws of the State of California. Section 8.10 Gender and Number. In this Deed of Trust the singular shall include the plural and the masculine shall include the feminine and neuter and rice versa, if the context so requires. IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the day and vear first above written. COULTRUP COMPINIES, a California By: J96 T. `CouXtjAsp; /President oration BIRTCHER REAk ES`TgE LIMITED, a California limited partnership By: BREICORP, a California corporation, Managing General Partner Bv: tlichael H. Voss, President 05/13/93 ATTACHMENT NO. 7 6449u/2460/09 Page 14 of 14 S STATE OF CALIFORtIIA ) } ss. COUNTY OF ) On , before me. (name, title, e.g., "Jane Doe, Notary Public"), personally appeared (name(s) or sianer(s)), personally known to me -- OR -- pro:•ed to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacitv(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. OPACITY CLAIMED BY SIGIIER: _ Individual Corporate Officer(s): Partner(s): Attornev-in-Fact _ Trustee(s) Guardian/Conservator Other: (Signature of Notary) Titlets) Limited General SIGNER IS REPP.ESEITTII1G : !lame of Person(s) or Entitv(ies) ATtEIITION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT FIGHT D5/13/93 6449u/2460/09 Title or Type of Document Number of Pages Date of Document Si=er(s) Other Than Named Above: ATTACHIIEIIT NO. 7 STATE OF CALIFORIIIA ) } ss. COUNTY OF ) On , before me, (name, title, e.g., "Jane Doe, Notary Public"), personally appeared (name(s) of signer(s)), personally_ known to me -- OR -- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. (Signature of Notary) CAPACIT`i CLAIMED BY SI NEF.: Individual Corporate Officer(s): Title(s) Partner(s): _ Limited General Attorney -in -Fact .__. Trustee(s) Guardian/Conservator Other: SIGNER IS REPRESENTING: ]Jame of Person(s) or Entity(ies) ATTEITTI0N NOTARY: Although the information requested below is OPTIONAL. it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE Title or Type of Document RUST BE ATTACHED TO THE DOCUIM-11 Number of Pages DESCRIBED Date of Document AT RIGHT Signer(s) Other Than Named Above: 05/I3/93 6449u/2460/09 ATTACHI.1ENi NO. 7 EXHIBIT A LEGAL DESCRIPTION OF THE SITE 05/13/93 6449u/2460/09 EXHIBIT A to ATTACHMENT NO. 7 ATTACHMENT NO. 8 RECORDING REQUESTED BY ) AND WdEN RECORDED MAIL TO: ) ) ) ) ) [Space above for recorder.] CERTIFICATE OF COMPLETION FOR CONSTRUCTION AND DEVELOPMENT WHEREAS, by Grant Deed dated and recorded on as No. of the official records of the Countv Recorder of the County of Orange, California (the "Grant Deed"), the REDEVELOPMENT AGENCY OF THE CITY 0. HUNTINGTON BEACH, a public body corporate and politic, hereinafter referred to as "Agency", conveyed to COULTRUP COMPANIES and BIRTCHER REAL ESTATE. LIMITED, hereinafter referred to as the "Block 105 Developer", title to certain real property situated in the City of Huntington Beach, California which property was assembled with property of the Developer (collectively the "Site") as described on Exhibit "A" attached hereto and made a part hereof; and VrHEREAS, pursuant to a Disposition and Development Agreement by and between the Agency the Block 105 Developer and the Block 104 Developer dated as of , a copy of which is on file with the Agency as a public record at its offices•at City Hall, 2000 Main Street, Huntington Beach, California (the "DDF"), and is incorporated herein by reference the Block 105 Developer, the Block 104 Developer and the Agency carried out the development of the Site; and WHEREAS, as referenced in said Grant Deed, the Agency shall furnish the Block 105 Developer and the Block 104 Developer with a Certificate of Completion upon completion of construction, which certificate shall be in such form as to permit it to be recorded in the Recorder's Office of Orange Countyr and YIHEREAS, such certificate shall be conclusive determination of satisfactory completion of the construction of the Developer Improvements required by the DDA and the Grant Deed; and 05/13/93 ATTACHMENT NO. 8 6449u/2460/09 Page 1 of 2 WHEREAS, the Agency has conclusively determined that the construction of the Developer Improvements on the above described real property required by the DDA and the Grant Deed has been satisfactorily completed. NOW THEREFORE, 1. As provided in the DDA, the Agency does hereby certify that the construction of the Developer Improvements ha- been fully and satisfactorily performed and con-oleted. 2. Nothing contained in this instrument shall modify in any other way any other provisions of the Grant Deed or the DDF,. IN WITNESS WHEREOF, the Agen--v has executed this certificate this day of , la_ REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic By: ATTEST: 05i13/93 ATTACHMENT NO. 8 6449u/2460/09 Page 2 of 2 EMIsIT "A" LEGAL DESCRIPTION Or THE PROPERTY 05/13/93 EMIBIT A to ATTACMIENT NO. S 6449u/2460,t09 Page 1 of 1 ATTACHMENT NO. 8-A RECORDING REQUESTED BY } AND WHEN RECORDED MIL TO: ) ) } Space above for Recorder.) This document is exempt from the payment of a recording fee pursuant to Govern.Tent Code Section 6103. REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By: Its: Dated: PARTIAL CERTIFICATE OF COMPLETION 19 THIS PARTIkL CERTIFICATE OF COMPLETION (the "Certificate") is made by the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic (the "Agency") in favor of the , a California partnership (the 'Developer'), as of the date set forth below. RECITALS A. The Agency, the Block 105 Developer and the Block 104 Developer have entered into that certain Disposition and Development Agreement ("DDA") dated , 1993 concerning the development of certain real property situated in the City of Huntington Beach, California. Pursuant to the DDA, the Agency has conveyed certain real property to the Developer for development purposes (the "Parcel"). B." As referenced in Section of the DDA, the Agency may furnish the Developer or its successors with a Partial Certificate of Completion at the reasonable discretion of the Agency Executive Director, which certificate shall be in such form as to permit it to be recorded in the official records of 05/13/93 ATTACMENT NO. 8-A 6449u/2460/09 Page 1 of 3 Orange County. This Partial Certificate of Completion is required to be conclusive determination of satisfactory completion of the construction and development required by the DDA only as to the individual parcel or unit which is described in Exhibit "A" attached hereto and incorporated herein by reference (the "Completed Parcel or Unit"). C. The Agency has conclusively determined that such construction and development as to the Completed Parcel' or Unit has been satisfactorily completed. NOW, THEREFORE, the Agency hereby certifies as follows: 1. The Improvements to be constructed by the Developer on the Completed Parcel or Unit have been fully and satisfactorily completed in conformance with the DDA. This Certificate is not a determination by the Agency of the completion of construction or development of any other Improvements to be constructed on the Parcel, other than the Completed Parcel or Unit, which have been or will be conveyed from the Agency to the Developer pursuant to the DDA. Any use, operation, or maintenance requirements of the DDA shall remain enforceable according to their terms. 2. Except as provided herein, nothing contained in this instrument shall modify in any other way any other provisions of the DDA. 3. This Partial Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of any mortgage, or any insurer of a mortgage loaned to finance the Improvements, or any part thereof. 4. This Partial Certificate of Completion is not a notice of completion as referred to in California Civil Code Section 3093. IN WITNESS WHEREOF, the Agency has executed this certificate this day of , 19_ 05/13/93 6449u/2460 /09 REDEVELOPMENT AGENCY OF THE CIT'i OF HUNTINGTON BEACH, a public body corporate and politic By: Its: ATTACHMENT NO. S-A Page 2 of 3 ATTSST: Agency Secretary APPROVED AS TO FORM: Stradling, yocca, Carlson & Rauth, Agency Special Counsel 05/13/93 ATTACHMENT NO. 8-A 6449u/2460/09 Page 3 of 3 EMBIBIT "A'' LEGAL DESCRIPTION [To Be Inserted) 05/13/93 EXHIBIT "A" TO 6449u/2460/09 ATTACHMENT NO. S-A STATE OF CALIFORNIA ) } ss. COUNTY O ) On , before me, (nacre, title, e.g., "Jane Doe, Notary Public" ) personally appeared (name(s) of signer(s)), personally }mown to me -- OR -- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. CAPACITY CLAIMED BY SIGNER: Individual Corporate Officer(s): Partner(s): Attornev-in-Fact Trustee(s) Guardian/Conservator Other: (Signature of Notary) Title(s) Limited General SIGNER IS REPRESEDTING: Name of-Person(s) or Entity(ies) AT':E MOM NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE Title or Type of Document MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT 05/13/93 6449u/2460/09 Number of Pages Date of Document Signer(s) Other Than Named Above: ATTAC:MENT NO. S-A ATTACHMENT NO. 9 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: ) 3 ) JSpace above for recorder. This Agreement is recorded at the request and for the benefit of the Agency and is exempt from the payment of a recording fee pursuant to Government Code Section 6103. REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By: Its: Dated: 19 DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS THIS DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS (the "Declaration") is entered into this day of , I99_, by and between the REDEVELOPMENT AGENCY OF THE CITY OF HU14TINGTON BEACH, a public body corporate and politic (the "Agency'), and COULTRUP COMPANIES, a California corporation AND BIRTCHER REAL ESTATE LIMITED, a California limited partnership (the "Developer"), with reference to the following: A. The Developer is fee owner of record of that certain real property (the "Site") located in the City of Huntington Beach, County of Orange, State of California legally described in the attached Exhibit "A". The Site is the subject of a Disposition and Development Agreement between the Agency and the Developer (the "Agreement"). B. The Site is within the Main Pier Redevelopment Project Area (the "Project") it the City of Huntington Beach and is subject to the provisions of the "Redevelopment Plan" for the Project adopted by Ordinance No. 2578 as amended by Ordinance Number 2634 by the Citv Council of the City of Huntington Beach. 03/25/93 ATTACHMENT 140. 9 1927Q/2460/09 Page 1 of 9 C. The Agreement provides for the execution and recordation of this document. Except as otherwise expressly provided in this Agreement, all terms shall have,the same meanings as set forth in the Agreement. NOW, THEREFORE, THE AGENCY AND THE DEVELOPER AGREE AS FOLLOWS: 1. Developer hereby covenants and agrees that all uses of the Site shall be consistent with the Main Pier Redevelopment Plan. 2. Non -Discrimination The Developer, on behalf of itself and its successors, assigns, and each successor in interest to the Site or any part thereof, hereby covenants and agrees: (a) To use, devote, operate and maintain the Site and each part thereof, for the purposes and the residential uses specified in the Agreement and in the Redevelopment Plan. (b) Not to discriminate upon the basis of sex, marital status, race, color, creed, religion, national origin, or ancestry in the sale, lease, sublease, transfer or rental, or in the use, occupancy, tenure, or enjoyment of the Site or any improvements thereon, or of any part thereof. Each and every deed, lease, and -contract entered into with respect to the Site shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (I) In deeds: "The grantee herein covenants by and for itself, it successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of any person or group of persons on account of sex, marital status, race, color, creed, religion, national origin, or ancestry in the sale, lease, rental, sublease, transfer, use occupancy, tenure, or enjoyment of the land herein conveyed, nor shall the grantee itself or any persons claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees, or vendees in the land herein conveyed. The foregoing covenants shall run with the land." (2) In leases: "The lessee herein covenants by and for itself. its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination aaainst or segregation of any person or group of persons, on account of sex, marital status, race, color, creed, religion, national origin, or ancestry, in the leasing, renting, subleasing, transferring, use, occupancy, tenure, or 03/25/93 ATTACHMENT NO. 9 19270/2460/09 Page 2 of 9 enjoyment of the land herein leased nor shall the lessee itself, or any person claiming under or through it, establish or permit such practice or practices of discrimination or segregation With reference to the selection, location, number, use or -occupancy of tenants, lessees, sublessees, subtenants, or vendees in the land herein leased." (3) In contracts: "There shall be no discrimination against or segregation of, any persons, or group of persons on account of sex, marital status, race, color, creed, religion, national origin, or ancestry in the sale, lease, rental, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land." 3. Inspection. To the extent permitted by law, the City of Huntington Beach and the Agency shall have the right of entry, at reasonable hours and upon no less than thirty (30) days advance notice, onto the Site to inspect for the need for repairs or maintenance. Entry onto the Site or into any unit for other than emergency repairs may be made only after such advance notice and request for entry. If request for entry is denied or the Site or applicable unit is unoccupied, the City or Agency may apply for an appropriate warrant or other order from a court of appropriate jurisdiction. 4. Exterior Maintenance. The exterior areas of the Site shall be kept free of rubbish, debris and other unsightly or unsanitary materials. The requirements in this Section shall also be incorporated into any covenants, conditions and restrictions which are administered by an association of owners in the Site or any portion of the Site. a. Project Improvement, Haintenance and Repair (1) Land Use Areas and Improvements (a) Exterior yard areas and parking areas shall be kept free of deterioration, including: (i) Potholes (ii) Cracks in asphalt so as to become uneven, unsightly surface conditions 03/25/93 ATTACHTIE11T NO. 9 1927Q/2460/09 Page 3 of 9 (iii) weeds growing through asphalt. (b) Perimeter fencing, landscaping and irrigation system shall be routinely inspected and maintained in good condition. b. Each occupant of the Site shall have the affirmative obligation to prevent what might be considered a fire hazard or a condition dangerous to the public health, safety and limited welfare; or constitute an unsightly appearance or otherwise detract from the aesthetic and property values of neighboring dwelling units and properties. The following minimum performance standards for the maintenance of buildings, yards, and landscaping shall be adhered to by the Developer: following: (1) Landscaping on the Site shall be absent of the following: (a) Lawns with grasses in excess of six (6) inches in height. (b) Untrimmed hedges. (c) Trees, shrubbery, lawns and other plant life dying from lack of water or other necessary maintenance. (d) Trees and shrubbery grown uncontrolled without proper pruning. (e) Vegetation so overgrown as to be likely to harbor rats or vermin. (f) Dead, decayed or diseased trees, weeds and other vegetation. (g) Inoperative irrigation system(s). (2) Yard areas shall be maintained so as to be absent of the (a) Broken or discarded furniture, appliances and other household equipment stored in yard areas for periods exceeding one (1) week. (b) Packing boxes, lurber, trash, dirt and other debris stored in yards for unreasonable periods in areas visible from public property or neighboring properties. (c) Unscreened trash cans, bins or containers stored for unreasonable periods in areas visible from public streets and common areas. 03/25/93 ATTACMIENT NO. 9 1927Q/2460/09 Page 4 of 9 (3) No building, wall or fence may be left in an unmaintained condition so that any of the following exist: (a) Buildings abandoned, boarded up, partially destroyed or left unreasonably in a state of partial construction. (a) Unpainted buildings or buildings with peeling paint in such a condition as to: i. Cause dry rot, warping and termite infestation; or ii. Constitute an unsightly appearance that detracts from the aesthetic or property values of neighboring properties. (c) Broken windows, constituting hazardous conditions and/or inviting trespassers and malicious mischief. (d) Damaged -garage doors that may become inoperative or unsafe to operate. (e) Graffiti remaining on any portion of the property for a period exceeding five (5) days. (f) Building interiors and exteriors shall be maintained to meet standards of similar residential property in the City of Huntington Beach. 5. Acencv and Citv Right of Review and Enforcement The Agency is a party to this Declaration and the City of Huntington Beach ("City") is hereby expressly made a third party beneficiary to this Declaration for the limited purposes as specified herein as follows: a. Changes or amendments to this Declaration must be submitted for City and Agency review and approval. - b. In the event of inaction by the Developer, the City and Agency are hereby granted expedient power to enforce all provisions of this Declaration including, but not limited to, the maintenance of the Improvements and all yards, buildings and landscaping areas within the Site. All costs and expenses incurred by the City and/or the Agency arising out of such enforcement and maintenance shall be charged as an expense of the Developer or its successor in interest and shall be paid within ten (10) days of receipt of an invoice for same. C. The City and Agency are hereby granted the express power to enforce all laws and ordinances of the State of California and/or the City of Huntington Beach on yards, structures, and private parking areas within the Site. Vothing within this Declaration, however, shall be construed as imposing an obligation or requiring the City or Agency to enforce any provision thereof. 03/25/93 ATTACHMENT 140. 9 1927Q/2460/09 Page 5 of 9 d. The City and the Agency shall be given prior written notice of any proposed amendment to this Declaration. Such notice shall be given by mailing a copy of the precise language of the proposed amendment to the City of Huntington Beach, c/o City Clerk, together With a letter of transmittal explaining the proposed change in limited terms. The City and the Agency shall have an opportunity to review and comment upon the proposed amendment for a period of not less than forty-five (45) days prior to the effective date of any such proposed amendment. If the City or Agency fail to respond within forty-five (45) days, the proposed change(s) and amendment(s) shall be deemed approved, unless that time period is extended by mutual agreement of all parties. 6. City of H and Traffic eRgu al on Beach Right of Entry for Code Enforcement. Repair (a) Right of Entry. To the extent permitted by law, Developer hereby acknowledges and intends and thus grants to the City and the Agency, through the City's duly authorized agents or employees, the right to enter upon the Site for the following purposes: (1) Inspection, maintenance and repair of the Site. (2) Enforcement of local traffic and/or parking reculations. (b) Reimbursements of City_ Expenditures. All costs and expenses incurred by the City and/or the Agency arising out of its inspection, maintenance and repair of the Site, as provided hereinabove ("City Haintenance Costs"), shall be charged as an expense of the Developer or its successor in interest and shall be paid within ten (10) days of receipt of an invoice for same. (c) Assessments and Lien Rights of the City. If City Haintenance Costs and/or those costs incurred relating to enforcement or maintenance as set forth in Section 10 above of this Article are not paid within thirty (30) days from the date due, said unpaid costs and expenses shall become a special assessment against the Site and, upon confirmation by the Citv Council, shall be collected in the same manner as real property taxes and shall be subject to the same penalties, procedures and sale in case of delinquency as is provided for real property taxes. 7. Hortaaae Protection Notwithstanding any and all provisions elsewhere in this Declaration to the contrary, in order to induce lenders and investors to participate in the financing of the Developer Improvements, the following provisions are added hereto; and, except as to the effectiveness and enforceability of the Affordable Unit requirements set forth herein. to the extent these added provisions conflict with any other provisions of this Declaration, these added provisions shall control: 03/25/93 ATTAUMEUT NO. 9 1927Q/2460/09 Page 6 of 9 (a) Any mortgagee or third party foreclosure purchaser who comes into possession or who obtains title to the Site pursuant to the remedies provided in the mortgage or foreclosure of the mortgage, or by deed or assignment in lieu of foreclosure, will not be liable for such Site's unpaid charges Which accrue prior to such possession or acquisition of title. The assessment liens provided for herein shall be subordinate to the lien or equivalent security interest of any mortgage recorded prior to the date any such charges become due. Such subordination shall apply only to assessments which accrue prior to a sale or transfer of such Site pursuant to a decree of foreclosure or trustee's sale. Such sale or transfer shall not relieve such Site from liability for any assessments thereafter becoming due or from the lien of any such subsequent assessment. (b) Mortgagees shall have the right to examine the books and records of the Developer during normal business hours. (e) In the event of substantial damage to or destruction of the Site or any portion thereof, the mortgagee of any mortgage on the Site shall be entitled to timely written notice of any such damage or destruction, and no provision in this Declaration shall be interpreted to entitle the Developer or any other party to priority over any rights of the mortgagee of the Site pursuant to its mortgage in the case of a distribution to such Developer of insurance proceeds or condemnation awards for losses to or a taking of the Site. (d) If the Site or portion thereof is made the subject matter of any condemnation or eminent domain proceeding or is otherwise sought to be acquired by a condemning authority, then the mortgagee of any mortgage will be entitled to timely written notice of any such proceeding or proposed acquisition, and no provision in this Declaration shall be interpreted to entitle the Developer or any other party to priority over such mortgagee with respect to the distribution to such lot of the proceeds of any award or settlement. (e) As used in this Section 12, "mortgagee" means any mortgagee under a mortgage which is a lien of record made in good faith and for value, or a junior lien of record made in good faith and for value by the City, the Agency or an institutional lender in order to assist in the financing of the construction of the Improvements. (f) No violation of this Declaration shall render invalid or defeat the mortgage of the first mortgagee. 6. Hiscellaneous Provisions a. If any provision of this Declaration or portion thereof, or the application to any person or circumstances, shall to any extent be held invalid, inoperative or unenforceable, the remainder of this Declaration, or the application of such provision or portion thereof to any other persons or circumstances, shall not be affected thereby; it shall not be deemed that any such invalid provision affects the consideration for this Declaration; and each provision of this Declaration shall be valid and enforceable to the fullest extent permitted by law. 03/25/93 ATTACHMENT NO. 9 1927Q/2460/09 Page 7 of 9 b. This Declaration shall be construed in accordance with the laws of the State of California. c: In the event action is instituted to enforce any of the provisions of this Declaration, the prevailing party in such action shall be entitled to recover from the other party thereto as part of the judgment, reasonable attorney's fees and costs. d. The Developer shall be required to take all reasonable steps necessary to insure that each tenant and all assignees, and transferors have knowledge of all terms and conditions of this Declaration. S. Runs with the Land The covenants and agreements established in this Agreement shall, without regard to technical classification and designation, be binding on the Developer and any successor in interest to the Site, or any part thereof, for the benefit of and in favor of the Agency, its successor and assigns, and the City of Huntington Beach. The covenants against discrimination contained in paragraph 2 shall remain in effect in perpetuity. All other covenants shall remain in effect for the term of the Redevelopment Plan as it may be amended from.. time to time. IN WITNESS WHEREOF, the Agency and the Developer have executed this Declaration of Conditions, Covenants and Restrictions. Dated: REDEVELOPMENT AGENCY OF THE CITY OF HMrrINGTON BEACH, a public body corporate and politic Sy: Chairman "AGENCY" ATTEST: Agency Secretary 03/25/93 ATTACMENT NO. 9 19270/2460/09 Page 8 of 9 Redevelopment Law of the State of California. The principal office of the Agency is located at City Hall, 2000 Main Street, Huntington Beach, California 92648. "Agency", as used in this Agreement, includes the Redevelopment Agency of the City of Huntington Beach, and any assignee of or successor to its rights, powers and responsibilities. 2. (§106] The Developers The Developer for the Block 105 portion of the Site is a joint venture with joint and several liability for obligations relating to Block 105 between Coultrup Companies, a California corporation, and Birtcher Real Estate Limited, a California limited partnership. The address of the Block 105 Developer for the purposes of this Agreement .is c/o Birtcher Real Estate Limited, 27611 La Paz Road, Laguna Pliguel, California 92656 ("Birtcher") and to Coultrup Companies, P.O. Box 2270, Sunset Beach, California 90742 ("Coultrup"). The sole two exceptions to the joint and several liability of Coultrup and Birtcher for obligations relating to Block 105 are in the separate representations and warranties in Section 107 below and the separate obligation of Coultrup to return the Advance Assistance of One Hundred and Eighty Thousand Dollars to the Agency in the event of a termination of the Agreement by the Developer under the suant to Sections 202 (15 ) and 210 (2 .) ( W i i. ) . contingencies The Developer for the Block 104 portion of the Site is a partnership with joint and several liability among the individual general partners of the Main Pier II for obligations relating to Block 104 Partnership. The general partners are: Coultrup Companies, Eldon Bagstad, Barbara Bagstad, Gary Mulligan, Loren Johnson, M.D., Frank Cracchiolo, Dolores Cracchiolo, Salvator Cracchiolo, Barbara Cracchiolo, Ann Mase, Ron Mase, George Draper, Frank Alfonso, and Gilbert R. Geilim. The address of the Block 104 Developer for purposes of this Agreement is 3. [5107] Representations and Warranties of the Parties A. Birtcher, to the best of its knowledge, represents and warrants to the Agency as follows: (i) Birtcher has duly authorized, executed and delivered this Agreement and any and all other agreements and documents required to be executed and delivered by the 05/13/93 6449u/2460/009 -3- Block 105 Developer prior to execution of this Agreement in order to carry out, give effect to, and consummate the transactions contemplated by this Agreement. (ii) Birtcher does not have any material contingent obligations or any material contractual agreements which could materially adversely affect :he ability of the Block 105 Developer to carry out his obligations hereunder. (iii) There are no known material pending or, so far as is known to Birtcher, threatened, legal proceedings to which the Block 105 Developer 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 to the Agency which could materially adversely affect the ability of the Developer to carry out his obligations hereunder. (iv) There is no action or proceeding pending or, to Birtcher's best knowledge, threatened, by or against the Block 105 Developer which could affect the validity and enforceability of the terms of this Agreement, or materially and adversely affect the ability of the Developer to carry out his obligations hereunder. (v) Birtcher has performed all of its obligations to be performed at or prior to the date of Block 105 Developer's execution of the Agreement in accordance with the Schedule of Performance and is not in default hereunder. Each of the foregoing items i to v, inclusive shall be deemed to be an ongoing representation and warranty. Birtcher shall advise the Agency in writing if there is any change pertaining to any matters set forth or referenced in the foregoing items i to v, inclusive. B. Coultrup, to the best of its knowledge, represents and warrants to the Agency as follows: G) Coultrup has duly authorised, executed and delivered this Agreement and any and all other agreements and documents required to be executed and delivered by the Developers prior to execution of this Agreement in order to carry out, give effect to, and consummate the transactions contemplated by this Agreement. (ii) Coultrup does not have any material contingent obligations or any material contractual agreements which could materially adversely affect the ability of the Developers to carry out each of their obligations hereunder. 05/13/93 6449u/2460/009 -4- (iii) There are no known material pending or, so far as is known to Coultrup, threatened, legal proceedings to which either of the Developers is or may be made a party or to which any of their property is or may become subject, which has not been fully disclosed to the Agency which could materially adversely affect the ability of either of the Developers to carry out each of their obligations hereunder. (iv) There is no action or proceeding pending or, to Coultrup's best knowledge, threatened, by or against either of the Developers which could affect the validity and enforceability of the terms of this Agreement, or materially and adversely affect the ability of each of the Developers to carry out their obligations hereunder. (v) Coultrup has performed all of his obligations to be performed at or prior to the date of Developer's execution of the Agreement in accordance with the Schedule of Performance and is not in default hereunder. Each of the foregoing items i to v, inclusive shall be deemed to be an ongoing representation and warranty. Coultrup shall advise the Agency in writing if there is any change pertaining to any matters set forth or referenced in the foregoing items i to v, inclusive. C. The Agency, to the best of its knowledge, warrants and represents to the Developers as follows: (i) 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 prior to the execution of this Agreement in order to carry out, give effect to, and consummate the transactions contemplated by this Agreement. (ii) 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. (iii) 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 to the Developer which could materially adversely affect the ability of the Agency to carry out its obligations hereunder. (iv) There is no action or proceeding pending or, to the Agency's best knowledge, threatened, looking toward 05/13/93 6449u/2460/009 -5- 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. M The Agency has performed all of its. obligations to be performed at or prior to the date of Agency's execution of this Agreement in accordance with the Schedule of Performance and is not in default hereunder. Each of the foregoing items i to v, inclusive shall be deemed to be an ongoing representation and warranty. The Agency shall advise each of the Developers in writing if there is any change pertaining to any matters set forth or referenced in the foregoing items i to v, inclusive. At the Developers' request Agency is accepting separate warranties and representations from Birtcher concerning the Block 105 Developer responsibilities and Coultrup concerning both Block 105 and Block 104 Developer responsibilities rather than obtaining combined representations and warranties from each entity jointly, however, each of Coultrup and Birtcher agree to hold Agency harmless and provide the Agency a defense in the event of any claim or litigation between Birtcher and Coultrup alleging a breach or misrepresentation of Birtcher's or Coultrup's representations and warranties. 4. [§1081 The Guarantors The "Guarantors" for the Block 105 portion of the Site are Birtcher Real Estate Limited and Jon Coultrup, an individual. The Guarantors will benefit materially by the execution of this Agreement. Prior to and as a condition of the Conveyance of the Agency Block 105 Parcels (as set forth in Section 201 hereof) the Guarantors shall execute and deliver to the Agency the guaranties of each and every obligation of the Developer pursuant to this Agreement in the form of the "Guaranty" which is attached hereto as Attachment No. 10 and is incorporated herein by reference. The parties agree and acknowledge that the delivery of the Guaranty by the Guarantor is a material inducement for the Agency to convey the Site to the Developer, and that but for the provision of such Guaranty, the Agency would not execute this Agreement or convey the Agency Block 105 Parcels to the Developer. The guaranties are for the sole benefit of the Agency and the City or any successors to their interests and are not intended to be for the benefit of any other party. .. The "Guarantors" for the Block 104 portion of the Site are Jon Coultrup, Eldon Bagstad, Barbara Bagstad, Gary 05/13/93 6449u/2460/009 -6- Mulligan, Loren Johnson, M.D., Frank Cracchiolo, Dolores Cracchiolo, Salvator Cracchiolo, Barbara Cracchiolo, Ann Mase, Ron Mase, George Draper, Frank Alfonso, and Gilbert R. Geilim. The Guarantors will benefit materially by the execution of this Agreement. Prior to and as a condition of the Agency's consideration of approval of this Agreement, the Guarantors shall execute and deliver to the Agency the guaranties of each and every obligation of the Developer pursuant to this Agreement in the form of the "Guaranty" which is attached hereto as Attachment No. 10 and is incorporated herein by reference. The parties agree and acknowledge that the delivery of'the Guaranty by the Guarantor is a material inducement for the Agency to convey the Site to the Developer, and that but for the provision of such Guaranty, the Agency would not execute this Agreement or convey the Agency Block 104 Parcels to the Developer. The guaranties are for the sole benefit of the Agency and the City or any successors to their interests and are not intended to be for the benefit of any other party. S. (§1091 Prohibition Against Chanae in Ownership, Management and Control of Developers The qualifications and identity of each of the Developers are of particular concern to the City and the Agency. It is because of those qualifications and identity that the Agency has entered into this Agreement with the Developers. No voluntary or involuntary successor in interest of either of the Developers shall acquire any rights or powers under this Agreement except as expressly set forth herein. Each of the Developers shall not assign or transfer all or any part of this Agreement or the Site or any rights hereunder prior to the issuance of a Certificate of Completion as defined in Section 309 of this"Agreement, for that portion of the Site for which each Developer has responsibility, without obtaining the prior written approval of the Agency. Written approval of the Agency shall also be required prior to any and all changes whatsoever in the identity o£ either of the Developers' general partners or in the individual or entity holding the controlling share of equity in the Developer entity. Any purported transfer, voluntary, involuntary, or by operation of law, except with the prior written consent of the Agency, shall constitute a default of the responsible Developer and shall render this Agreement absolutely null and void with respect to that portion of the project to which the defaulting Developer has rights and responsibilities and shall confer no rights whatsoever upon any purported assignee or transferee of the defaulting Developer. • All of the terms, covenants and conditions of this Agreement shall be binding upon and shall inure to the benefit of the Parties and the permitted successors and assigns 05/13/93 6449u/2460/009 -7- of the Parties. Whenever the term "Developer" or "Agency" is used herein, such term shall include any other permitted successors and assigns as herein provided. Notwithstanding the foregoing, Birtcher and Coultrup anticipate the formation of a partnership to act as the Block 105 Developer hereunder in which each party will have an affiliate act as a general and/or limited partner. Upon the formation of such development entity and the request of such development entity, the agency agrees to consent to the assignment of all of the right, title and interest of Birtcher and Coultrup pursuant to the terms of this DDA to such development entity. Such consent shall not be unreasonably withheld but shall be subject to the Guarantors continuing to remain in place or being replaced by substituted Guarantors as the Agency may approve in its discretion. Furthermore, it is anticipated that a general or limited partnership may be formed between the development entity described in the preceding paragraph and another entity who will act as an equity participant in the Project. Upon the formation of such entity and the request of such entity, the Agency agrees to consent to the assignment of all of the right, title and interest of the Block 105 Developer pursuant to the terms of this DDA to such entity. Such consent shall not be unreasonably withheld but shall be subject to the Guarantors continuing to remain in place or being replaced by substituted Guarantors as the Agency may approve in its discretion. Upon the issuance of the Certificate of Completion, attached hereto as Attac.-ment No. 8 and incorporated herein by this reference, pursuant to Section 309 of this Agreement, this Section 109 shall be of no further force or effect. 6. (§1101 Transfer of Partnership. Interest; Indemnity Coultrup Companies is the managing partner in the Block 104 Developer partnership agreement, an executed copy of which is attached hereto as Attachment No. 11 and incorporated herein by this reference (the "Block 104 Developer Agreement"). The Block 104 Developer Agreement provides for the ability of the partnership to carry out all responsibilities concerning construction and development of Block 104 pursuant to the terms of this Agreement. Birtcher Real Estate Limited may elect to form an entity with Coultrup Companies which shall become the managing partner of the Block 104 Developer Partnership. 05/13/93 6449u/2460/009 -8- The Block 104 Developer shall indemnify, hold harmless and defend the Agency and/or the City from any claim, cause of action or suit arising out of or relating to the Block 104 Developer Agreement and the terms, conditions, responsibilities and obligations between the parties thereto. Such limitations shall not relate to claims made and to Agency actions or responsibilities under this Agreement. 7. [§111] Good Faith Denosit Prior to execution of this Agreement by the Agency, Block 105 Developer ha- previously deposited Twenty Thousand Dollars ($20,000) with the Agency. The deposit shall be returned to the Block 105 Developer simultaneously with the Advance Assistance in Section 202(15.) herein. S. [§112] Relationship of Acencv'and Developers It is hereby acknowledged that the relationship between the Agency and each of the Developers is not that of a partnership nor a joint venture and that the Agency and each of the Developers shall not be deemed or construed for any purpose to be the agent of the other. II. [§200] ASSEMBLY OF TVM SITE A. [§201] Aaencv Acauisitions 1. Acquisition of Sarrabere-Wood-Goodman Parcels The Agency has conducted a hearing and approved the adoption of a resolution of necessity for the acquisition of the Sarrabere-Wood-Goodman Parcels by exercise of its power of eminent domain. The Agency shall provide the Acquisition Cost funds, as defined below including the offer amount, based on the appraisal, which must be filed with the court at the time the eminent domain action is filed in order to apply for the order of immediate possession. A determination not to continue the eminent domain action shall provide additional grounds for termination of this Agreement by the Agency or Developer under Sections 210 or 211 herein. Upon Agency acquisition of any of the individual parcels or property interests comprising the Sarrabere-Wood-Goodman Parcels, the Agency and Developer agree that said parcels shall be conveyed to the Block 105 Developer within the time set forth in the Schedule of Performance (Attachment No. 4) and said property interests shall be terminated, and the Agency and the Block 105 Developer shall cooperate and execute any documents required to effect such conveyance(s) and to remove said property interests of record. 05/13/93 6449u/2460/009 -9- In the event that the Agency exercises its power of eminent domain to acquire the Sarrabere-Wood-Goodman Parcels, the Agency shall, upon the Block 105 Developer's written request, exercise its best efforts to obtain a judicial order or orders (hereinafter "Order of Prejudgment Possession") authorizing the Agency to take possession of the premises prior to the final order(s) of condemnation. Notwithstanding any other provision of this Agreement to the contrary, if, at the time of the close of escrow for the transfer of the Block 105 Agency Parcels to the Block 105 Developer, the Agency provides to the Block 105 Developer a copy of an Order of Prejudgment Possession for all of the individual parcels or property interests comprising the Sarrabere-Wood-Goodman Parcels, and: M The right to take is not an outstanding issue as either being waived, settled or finally decided with the appeal period having ellapsed; (ii) Agency delivers possession of the premises which are the subject of the Order of Prejudgment Possession; (iii) Agency is diligently proceeding with eminent domain action(s) seeking the rendering of a final judgment or judgments, which judgment or judgments would authorize the taking, and the Agency agrees to convey fee title to the parcel or terminate the property interest, as applicable, when Agency completes the - acquisition; and (iv) The right of possession conveyed by the Agency to the Developer is sufficient to enable the Developer to obtain a title insurance policy as necessary to close its construction and permanent loans for the development of the. Site; then, the Block 105 Developer shall accept such right of possession and proceed with the development of the Site, with the date of transfer of possession from the Agency to the Block 105 Developer treated the same as the date of close of escrow for purposes of the Block 105 Developer's obligation to proceed with and complete construction. Upon the request of the Title Company, the Agency shall Execute an indemnification agreement in form satisfactory to such Title Company and reasonably satisfactory to the Agency by which the Agency shall agree to indemnify the Title Company for any -losses, damages and expenses incurred by the Title 05/ 13/93 6449u,/2460/009 -10- Company in the event of the Agency's abandonment of the eminent domain proceedings. Nothing herein shall be deemed to obligate the Agency to pay for any additional premium or other charge necessary for the issuance of said title policy. In the event that no title insurance company will issue a standard ALTA (CLTn) policy in a form with exceptions that will not effect the ability of the block 105 Developer to complete the project, the Block 105 Developer's obligation to commence and complete construction shall be delayed until either a reasonably acceptable title policy is obtained or the Agreement is terminated. The term "Acquisition Costs" as used herein shall mean all costs reasonably incurred by the Agency for acquisition of any of the individual parcels and property interests comprising the Sarrabere-Wood-Goodman Parcels. The Agency's Acquisition Costs shall include, but not be limited to, costs for real estate purchases and. option agreements, escrow fees and charges, title insurance, relocation expenses, court judgments, tourt costs, attorney's fees, appraisal fees, and expert witness fees. 2. Acquisition by Exchange of Cracchiolo Parcel Agency and Cracchiolo have agreed to an exchange (equity for equity with each parcel to be delivered free and clear of all liens and encumbrances) of the Agency Exchange Parcel on Bloc: 104 (39' g 3/8" street frontage) and the Cracchiolo Parcel on Block 105 (50 feet street frontage). The Agency shall pay in addition Ninety -Nine Thousand Dollars ($99,000) in cash or, if prior to the close of escrow in Section 202 herein, in the form of a note which shall be due at close of escrow, for the additional ten (10) feet of frontage property that the Agency receives in the exchange. The Agency agrees to cooperate with Cracchiolo with regards to a 1031 tax deferred exchange. The escrow on this exchange is to close prior to the transfer of the Agency block 105 parcels to Block 105 Developer, Cracchiolo has been informed and agrees that in the event he fails to complete the described exchange that the Agency could initiate an action for specific performance or damages or could schedule a hearing to consider the adoption of a resolution of necessity to condemn his property. 3. Acquisition of Property Owners Parcels The Block 104 Developer general partners have agreed pursuant to this Agreement and to their Block 104 Developer Agreement (Attachment No. 11) to cooperate with all actions necessary for the development of Block 104. The general partners agree that in the event any one of them is unwilling to cooperate with the terms of this Agreement and the Managing General Partner, the Agency would be forced to schedule a hearing to consider the adoption of a resolution of 05/13/93 6449u/ 2460 /009 -11- necessity to condemn their property. In the event the Agency determined it was necessary to proceed with an eminent domain action, all Acquisition Costs as defined in paragraph 1 above shall be borne by the Block 101 Developer and the Block 104 Developer shall provide cash or a letter of credit in an amount of one hundred and fifty percent (1500) of the appraisal value of the particular Property Owner's Parcel in advance of the filing of the eminent domain action. B. 16202] Disposition of Agencv Block 105 Parcels; Actions to be Performed Prior to Transfe_rs;.Aaencv Assistance Subject to applicable terms and conditions of this Agreement, the Agency agrees to provide Agency Assistance as described below, and to sell the Agency Parcels and the Sarrabere-Wood-Goodman Parcels and the Cracchiolo Parcel to the Developer and the Block 105 Developer shall purchase the Agency Parcels, the Sarrabere-Wood-Goodman Parcels and the Cracchiolo Parcel from the Agency. The purchase price for the Agency Parcels, the Sarrabere-Wood-Goodman Parcels and the Cracchiolo Parcel shall be equal to the amount of One Million Eight Hundred Thousand Dollars ($1,800,O00) plus an equity share interest as defined in the Equity Participation Procedure attached hereto and incorporated herein by this reference as Attachment No. 12 (the "Purchase Price"). After the close of escrow the Agency shall be responsible for any additional Acquisition Costs for acquiring the Sarrabere-Wood-Goodman Parcels including the judicially determined purchase price as determined to be the fair market value of the property. The Block 104 Developer would remain responsible for any costs for any eminent domain actions for the Property Owner Parcels. The conveyance from the Agency to the Block 105 Developer of the Agency Parcel(s), the Sarrabere-Wood- Goodman Parcel(s) and the Cracchiolo Parcel is subject to the following terms and conditions: 1. Acquisition of Complete Site. The Agency shall have acquired all of the individual parcels and property interests comprising the Sarrabere-Wood-Goodman and Cracchiolo Parcel (or the Agency shall have obtained an Order of Prejudgment Possession and any issue as to right to take shall be finally resolved for any of such parcels or property interests for which fee title has not yet been obtained, with such Order meeting the requirements of Section 201 above); 2.. Acceptance of Title Policies. Block 105 Developer shall have approved preliminary title policies to Agency Block 105 Parcels, the Sarrabere-Wood-Goodman .;. Parcels and the Cracchiolo Parcel. 05/13/93 6449u/2460/009 -12- 3. Vacation of Alley. The City Council shall have adopted its resolution conditionally approving vacation of the Alley, as referenced in Section 201 above, with such vacation(s) to be effective concurrently with the close of the escrow for the Agency Parcels; 4. Subdivision; Conditional Use Permit and Coastal Commission Annroyal. Developers and Agency will cooperate in applications to City under the applicable subdivision approval requirements for reconfiguration of the parcels comprising the Site, vacation of the Alley and for any necessary conditional use permits. Developers shall be responsible for preparing and processing such applications and paying all application fees. The final tract map for Block 105 shall be recorded concurrently with Agency's transfer to Block 105 Developer of the Bloc% 105 Agency Parcels, the Sarrabere-Wood-Goodman Parcels and the Cracchiolo Parcel. Developers and Agency shall be satisfied with all conditions placed on the conditional use pe=it. In the event of an appeal of the project to the Coastal Commission, Developers shall be responsible for preparing and processing such appeal. The final approval shall be in a form acceptable to Agency and each of the Developers. Such approval must be obtained by Coastal Commission prior to the transfer of the parcels. S. Financin • Submittal of Evidence of Financin Com-nitments. A minimum of sixty (60) days prior to the conveyance of the Agency Parcels and the effective date of the City's resolution vacating the portions of the Alley, each of the Developers shall submit to the Agency's Executive Director evidence reasonably satisfactory to the Executive Director that the Developer has obtained the construction financing necessary for the development of their respective portions of the Project on the Site. Such evidence for the Block 104 Developer shall include documentation of each partner's financing for the construction on their individually -owned parcel. Such evidence of construction financing shall include the following: a. A copy of the commitment or co-tmitments obtained by each of the Developers for the mortgage loan or loans (both for interim construction financing) to assist in financing the • construction of their respective portions of the Project (as defined in the Scope of Development 05/13/93 6449u/2460/009 -13- (Attachment No. 3)), certified by each of the Developers to be a true and correct copy or copies thereof. The commitments for financing shall be in such form and content acceptable to the Executive Director as reasonably evidences a firm and enforceable commitment, with only those conditions which are standard or typical for the lender(s) involved for similar projects; -and b. Sufficient information (e.g., an annual report) regarding the construction, interim and/or permanent lenders to enable the Executive Director to determine whether or not such lender(s) has (hate) sufficient financial resources to fund the loan(s); and C. A financial statement and/or other documentation satisfactory to the Executive Director as evidence of other sources of capital, including a fifteen percent (15�1) of construction costs equity contribution from each of the Developers, sufficient to demonstrate that each of the Developers have adequate funds committed by themselves or otherwise to cover the difference, if any, between construction and development costs minus financing authorized by mortgage loans (for purposes of calculating the 15*/.' equity contribution, the unencumbered value of the Block 1C4 Developer's property interest shall be considered); and d. A copy of the contract between each of the Developers and each general contractor for the construction of both portions of the Project, certified by the respective Developer to be a true and correct copy thereof_ Within fifteen (15) days after receipt of each of the Developers' request for approval of its evidence of construction financing, the Executive Director shall respond in writing by stating what further information, if any, the Executive Director reasonably requires in order to determine whether or not to approve such evidence of financing. Upon receipt of such a timely response, the Developer(s) shall promptly furnish to the Executive Director such further information as may be reasonably requested. The Executive Director shall reasonably approve or disapprove each of the Developers' evidence of construction financing within fifteen (15) days after the Developer's request for such approval is accepted 05 /13/93 6449u/2460/009 -14- as complete. If the Executive Director disapproves any such evidence of financing, written notice shall be provided to the responsible Developer stating the reasons for such disapproval. 6. Project Design; Desian and Construction Costs; Aaencv Assistance. Subject to the costs to be incurred by the Agency pursuant to this Agreement, the Block 105 Developer shall, at its sole cost and expense, design and construct the Block 105 portion of the Project pursuant to the Scope of Development (Attachment No. 3), as an approximately 80 to 90 unit residential condominium building on Block 105 and the Block 104 Developer shall, at its sole cost and expense, design and construct up to three-story commercial office/retail buildings totaling approximately 47,500 square feet on Block 104. Exact number of units and conditions on Project may be subject to change during the entitlement process with the City. Plan application by Developer shall be submitted to and accepted by the City planning department as complete within ninety (90) days of the execution of this Agreement. Each Developer shall select, oversee and coordinate either a single general contractor for all of the work proposed for Block 104 and Block 105 or one for each. The Developers and the Agency shall provide dedications necessary to construct the Project from their respective Parcels at their expense. The Block 104 Developer shall be responsible for obtaining any such necessary dedications from the Property Owners Parcels. 7. Soils Remediation. Parties understanding with respect to soils remediation and obligations is set out in Section 209 below. S. Parking. Agency shall provide non-exclusive public ground level parking spaces located in Block 104. Any charges for use (i.e., meter costs, etc.) made to the general public shall be equally applicable to the property owners. Both parties understand that it is the intent of the City to amend its Downtown Specific Plan to allow the proposed commercial uses on Block 104 to be sufficiently parked by existing parking in the downtown area and the ground level spaces planned for the Agency owned parcel on Block 104. Both parties also understand that such an amendment to the Downtown Specific Plan requires approval by the Coastal Commission. In the event the City is not successful in amending the Downtown Specific Plan to 05/13/93 641'r9u/2460/009 -15- allow for the proposed commercial project to be fully parked without the need for spaces aside from the ground level spaces shown on CUP No. 92-17, then this Agreement shall be automatically terminated. The Block 105 Developer shall provide all parking required onsite by the City for•the Block 105 Improvements and shall pay all costs associated with the construction of such parking facilities. 9. Public Imnrovements. The Block 105 Developer shall pay for all of the Block 105 onsite and offsite improvements as described in the Scope of Development (Attachment No. 3) with the exception of those curb, Gutter and street improvements fronting the Worthy Parcel. Agency payment toward the Worthy Parcel shall not include sewer, utility, storm drain, traffic impact, or fees associated with the street improvements. The Agency shall either initiate the construction of the Block 104 offsite improvements as described in the Scope of Development (Attachment No. 3) within thirty (30) days of issuance of the first building permit for Block 104 or shall reimburse the Block 104 Developer after review and written approval by Public Works Director of City of: (i) three bids, (ii) all contracts, (iii) detailed invoices, and (iv) proof of lien releases from subcontractors for those verified costs. Block 104 Developer shall be responsible for construction and payment of all onsite Improvements to Block 104. Agency shall provide utility hook-up to each parcel of Block 104. Agency shall provide costs for construction work necessary for any on -site publicly owned right-of-ways. 10. Relocation. Contingent upon the close of escrow in Section 203 below, to the Block 105 Developer and after deducting payments and costs incurred to relocate nonowner existing tenants ("Nonowner Relocation Cost"), Agency shall pay towards relocation expenses, of the Block 104 Developer Partners (the "Owner Relocation Amount") that amount which is the difference between the Nonowner Relocation Costs and a maximum total amount of Six Hundred Thirty Thousand Dollars ($630,000). In the event that the Block 104 Developer wishes the Agency to begin the relocation of tenants prior to the close of escrow then a deposit of Two Hundred Fifty Thousand Dollars ($250,000) must be paid to Agency thirty (30) days in advance of beginning relocation efforts. In any event the Block 104 Developer shall give the Agency thirty (30) days' notice to start the relocation process and a period of six (6) months prior to issuance of building permits 05/13/93 6449u/2460/009 -16- and after the thirty (30) days' notice to complete the relocation of nonowner tenants. The six (6) month time period may be extended in the event of any litigation concerning a relocation issue. The nonowner Relocation Cost shall be deducted from the Six Hundred and Thirty Thousand Dollars ($630,000) prior to payments to Block 104 Developer Partners of any of the Owner Relocation Amount. The Owner Relocation Amount shall in no event be distributed prior to close of escrow on the Block 105 transfer from hgency to Block 105 Developer. After close of escrow it shall be distributed according to the following schedule: one-third (1/3) upon pulling Block 104 demolition permit for each parcel; one-third (1/3) upon obtaining framing check off approval by building official; and the final one-third (1/3) upon issuance of certificate of occupancy. Amounts to be distributed shall be based on the following proportion to Owner Relocation Amount: Alfonso: 5.20; Bagstad: 47.3"0; Cracchiolo: 11.4 Draper: 5.20; Mase: 5.20; Mulligan: 25.8a. Any additional amounts shall be paid by Developers. The Block 104 Developer agrees to indemnify, defend and hold harmless Agency and City from any claims for relocation, goodwill, loss of business profits or other damages brought by existing tenants or owners and arising out of or relating to the implementation of this Agreement. 11. Block 105 Development Fees. For a period of ten months after final approval by Coastal Commission of the revised Downtown Specific Plan and contingent upon the close of escrow in Section 203 herein, Agency shall pay to the City the difference between City development fee amounts applicable to the Block 105 Project as of the date of execution of this Agreement and any increases in said fees up to a maximum amount of Two Hundred Thousand Dollars ($200,000). Said fees shall include, but not be limited to, traffic impact fees. Said fees do not include fees imposed by other public entities such as school impact fees and sewer fees. After the expiration of the ten month period, the Block 105 Developer is responsible for the full cost of such fees. 12. Deed of Trust. A Deed of Trust substantially in the form of Httachment No. 7 shall be executed for recordation on Block 105 Parcels securing the Block 105 Developer's performance under this Agreement in an amount equal to the Agency's total costs incurred for Block 105 under- this Agreement and payment of the "Equity Share Amount." 05/13/93 6449u/2460/009 -17- 13. Egpity_Share Terms. The Block 105 Developer and Agency agree that a portion of the Purchase Price for the Agency Parcels shall be determined at the time of sale of the individual residential units on Block 105 as provided in the Equity Participation Procedure (Attachment No. 12). 14. Affordable Housing. Agency shall provide replacement housing units as required by law and shall assure that a minimum of twelve (12) units of affordable housing are provided consistent with Community Redevelopment law. Agency shall have the right to designate twelve units as affordable to low and moderate use pursuant to the guidelines of the City's requirement. Such designation shall not effect the market price of the unit to the Developer as the Agency's low to moderate housing funds shall be utilized to make the unit affordable to the designated eligible family or individual. 15. Permanent Financina Assistance. Agency agrees to provide the Property Owners financing assistance in the event a particular Property Owner is unable to secure permanent fifteen -year fully amortized financing commitment at eight percent (8%) or less per annum with fees of three points or less. The Agency shall provide up to the present value calculate: to provide a gap payment of such amount needed to bring the loan down to eight percent (81) but in no event greater than two percent (2;;) interest. For example, a ten percent (1001) fifteen -year loan with three points would be paid down to eight percent (81,0) but a twelve percent (121) fifteen -year loan would be paid down to ten percent (10;0). A seven percent (7ro) fifteen -year loan at three points would receive no assistance. A schedule of the individual Property Owners loan amounts entitled is attached hereto as Attachment No. 13 incorporated herein by this reference. Agency shall have the right to deal directly with the Property Owners' lender to negotiate and arrange the financing assistance package. 16. Agency Assistance Advance. Within thirty (30) days of the execution of this Agreement, Agency shall advance an amount equal to One Hundred Eighty Thousand Dollars ($180,000) (the "Advance Assistance") plus the return of the Twenty Thousand Dollars ($20,000) deposit to the Block 105 Developer to be used to assist in predevelopment costs incurred by the Block 105 Developer. Prior to any payment of Advance Assistance, the Block 105 Developer shall provide Agency staff with documentation to their reasonable 05/13/93 6449u/2460/009 -18- satisfaction verifying said predevelopment costs and .� evidencing that the costs were incurred during the period from July 15, 1991 to November 16, 1992. Only costs accepted by staff as verified which occurred o during that time period shall be paid even if the o amount of verified costs is less than One Hundred and Eighty Thousand ($180,000). The Advance Assistance M V �' shall be repaid to the Agency by the Block 105 .�' Developer either out of the loan proceeds to finance construction of Block 105 concurrently with the purchase by the Block 105 Developer of the Block 105 J.a Agency Parcels or in the event of a Block 105 c' Developer termination, under the a then Coultrup and his successors in interest shall be solely responsible for repayment of the Advance Assistance. Birtcher shall have no liability or responsibility for the return of the Advance Assistance in the event of said termination. Notwithstanding anything to the contrary set forth in this Agreement, the Agency shall have no obligation to transfer the Agency Parcels or to provide and pay any amounts of Agency Assistance (with the exception of the Advance Assistance as provided in subparagraph 18 above) as hereinabove set forth unless all of the "Agency's Conditions Precedent to the Conveyance" (as hereafter defined in Section 210 of this Agreement) have been satisfied or waived by Agency in its sole and absolute discretion. C. [§203) Escrow The Agency agrees to open an escrow (the "Escrow") with a mutually agreeable escrow company (the "Escrow Agent"), by the time established therefor in the Schedule of Performance (Attachment No. 4). The Escrow Agent shall accomplish the recordation of the Agency Parcels Grant Deed, which is attached hereto as Attachment No. 6 and incorporated herein by this reference, the Deed of Trust, which is attached hereto as Attachment No. 7 and incorporated herein by this reference, and the Covenants, which is attached hereto as Attachment No. 9 and incorporated herein by this reference, all as more particularly set forth herein. This Agreement constitutes the joint basic escrow instructions of the Agency and the Block 105 Developer for the conveyance of the Agency Parcels and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the Escrow. The Agency and the Block 105 Developer shall provide such additional escrow instructions as shall be necessary for and consistent with this Agreement. The Escrow Agent is hereby empowered to act under this Agreement, and the Escrow Agent, upon indicating within five (5) days after the opening of the Escrow its acceptance of the 05,'13/ 93 6449u/2460/009 -19- provisions of this Section 203, in writing, delivered to the Agency and the Developer, shall carry out its duties as Escrow Agent hereunder. Upon delivery of the Agency Parcels Grant Deed (Attachment No. 6) to the Escrow Agent by the Agency and the Deed of Trust (Attachment No. 7) and the Covenants (Attachment No. 9) by the Block 105 Developer pursuant to Section 205 of this Agreement, the Escrow Agent shall record such deeds when title can be vested respectively in the Block 105 Developer any the Agency in accordance with the terms and provisions of this Agreement. The Escrow Agent shall pay any applicable transfer tax. Any insurance policies covering the Agency Parcels or any parcel are not to be trans -'erred. The Block 205 Developer and the Agency shall pay in escrow to the Escrow Agent all fees, charges and costs as those costs are customarily paid by a buyer and seller of property as to their respective roles with the Agency Parcels, the Sarrabere-4iood-Goodman Parcels and the Cracchiolo Parcel promptly after the Escrow Agent has notified the Block 105 Developer and the Agen:v of the amount of such fees, charges and costs, but not earlier than ten (10) days prior to the scheduled date for closing the Escrow, including, without limitation, the following: 1. Costs necessary to place title to the Agency Parcels, the Sarrabere-Woad-Goodman Parcels and the Cracchiolo Parcel in the condition for conveyance pursuant to Section 205 of this Agreement; 2. The escrow fee; 3. Cost of drawing the deeds; 4. Recording fees; 5. Notary fees; 6. Any State, County or City documentary stamps; 7. Any transfer tax; 8. The premium for title insurance as set forth in Section 207 of this Agreement; and Under verification that all conditions precedent under Section 210 of this Agreement have been satisfied or waived by the appropriate party or parties, the Escrow Agent is authorized to: 05/13/93 6449u/2460/009 -20- 1. Pay, and charge the Block 105 Developer and the Agency for any fees, charges and costs payable under this Section 203 of this Agreement. Before such payments or charges are made, the Escrow Agent shall notify the Elock 105 Developer and the Agency of the fees, charges and costs necessary to clear title and close the Escrow. 2. Deliver the deeds and other documents to"the parties entitled thereto when the conditions of this Escrow have been fulfilled by the Agency and the Block 105 Developer. 3. Record the Deeds of Trust (Attachment No. 7) securing the Block 105 Developer's performance obligations required pursuant to this Agreement, and any other instruments delivered through this Escrow, if necessary or proper, to comply with the terms and conditions of this Agreement and vest title in the Block 105 Developer in accordance with the terms and provisions of this Agreement. All funds received in this Escrow shall be deposited by the Escrow Agent, with other escrow funds of the Escrow Agent in an interest earning general escrow account or accounts with any state or national bank doing business in the State of California. Such funds may be transferred to any other general escrow account or accounts. All disbursements shall be Made by check: of the Escrow Agent. All adjustments are to be made on the basis of a thirty (30) day month. If this Escrow is not in condition to close on or before the time for convevance established in the Schedule of Performance (Attachment No. 4) of this Agreement, either party who then shall have fully performed the acts to be performed before the conveyance of title may, in writing, demand from the Escrow Agent the return of its money, papers or documents deposited with the Escrow Agent. No demand for return shall be recognized until ten (10) days after the Escrow Agent shall have mailed copies of such demand to the other party or parties at the address of its or their principal place or places of business. Objections, if any, shall be raised by written notice to the Escrow Agent and to the other party within the ten (10) day period, in which event the Escrow Agent is authorized to hold all money, papers and documents with respect to the Agency Parcels until instructed by a mutual agreement of the parties or by a court of competent jurisdiction. If no such demands are made, the Escrow shall be closed as soon as possible. 05/13/93 6449u/2460/009 -21- The Escrow Agent shall not be obligated to return any such money, papers or documents except upon the written instructions of both the Agency and the Block 105 Developer or until the party entitled thereto has been determined by a final decision of a court of competent jurisdiction. Anv amendment to these Escrow instructions shall be in writing and signed by both the Agency and the Block 105 Developer. At the time of any amendment, the Escrow Agent shall agree to carry out its duties as Escrow Agent under such amendment. All communications from the Escrow Agent to the Agency or the Block 105 Developer shall be directed to the addresses and in the manner established in Section 501 of this Agreement for notices, demands and communications between the Agency and the Block 105 Developer. The liability of the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under Sections 202 to 210, both inclusive, of this Agreement. D. [§204] Convevance of Title Subject to any extensions of time mutually agreed upon between the Agency and the Block 10S Developer, conveyance of title to the Block 105 Agency Parcels, Sarabere-Wood-Good.-ran Parcels and the Cracchiolo Parcel shall be completed on or prior to the date specified therefor in the Schedule of Performance (Attachment No. 4). Said Schedule of Performance _ (Attachment No. 4) is subject to revision from time to time as mutually agreed upon in writing between the Developer and the Executive Director of the Agency. Notwithstanding the above in the a*•eat the conveyance of title has not taken place within three (3) years of the execution of this Agreement then the Agreement shall be automatically terminated. E. (§205] Condition of Title for the Convevance The Agency shall convey title to the Block 105 Agency Parcels, the Sarabere=Wood-Goodman Parcels, the Cracchiolo Parcel and the Alley free and clear of encumbrances except the dedications shown on the Site Map (Attachment No. 1) and otherwise as may hereafter be expressly approved by the Block 105 Developer in its reasonable discretion in light of the proposed use of the property and lender requirements. F. [§2061 Time for and Place of Delivery of Documents Subject to any mutually agreed upon extension of time, the Agencv Parcels Grant Deed (Attachment No. 6), the Deed of Trust (Attachment No. 7) and the Covenants (Attachment No. 9), 05/13/93 6449u/2460/009 -22- shall be executed, acknowledged, and delivered to the Escrow Agent on or before the date established for the date for the Convevance pursuant to the Schedule of Performance (Attachment No. 4). G. [§207) Title Insurance for the Conveyance Concurrently with recordation of the Grant Deeds (Attachment Nos. 5 and 6), the Title Company shall provide and deliver to Block 105 Developer, at Agency's sole cost and expense, standard coverage ALTA (CLTA) title insurance policies issued by the Title Company insuring that the title to the Site is vested in Block 105 Developer in the condition required by Section 205 of this Agreement. The Title Company shall provide the Agency with duplicate policies. The policies shall be in the amount of the Purchase Price. All additional costs incurred for or related to such title insurance shall be borne solely by the Block 105 Developer, including, but not limited to, coverage in excess of the Purchase Price for each parcel, additional endorsements, or an ALTA extended coverage policy. H. [§208) Taxes and Assessments Ad valorem taxes and assessments, if any, on the Block 105 Agency Parcels, the Sarabere-Mood-Goodman Parcels and the Cracchiolo Parcel levied, assessed or imposed for any period commencing prior to conveyance of title to the Block 105 Developer shall be borne by the Agency. I. [§209) Environ.-nental Matters 1. Definitions For the purposes of this Section 209, the following terms shall have the meanings herein specified: (a) The term "Hazardous Materials" shall mean (i) any "hazardous substance" as defined by the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (_2 U.S.C. Section 9601 et sea.), as amended from time to time, and regulations promulgated thereunder; (ii) any "hazardous substance" as defined by the Carpenter -Presley -Tanner Hazardous Substance Account Act (California Health and Safety Code Sections 25300 et sea.), as amended from time to time, and regulations promulgated thereunder; (iii) asbestos; (iv) polychlorinated biphenyls; (v) petroleum, oil, gasoline (refined and unrefined) and their respective by-products and constituents; and (vi) any other substance, whether in the form of a solid, liquid, gas or any other form whatsoever, which by any "Governmental Requirements" (as defined in Subparagraph (c) of Paragraph 1 of this Section 209) either requires special 05/13,!93 6449u�2460/009 -23- handling in its use, transportation, generation, collection, storage, handling, treatment or disposal, or is defined as "hazardous" or harmful to the environment. (b) The term "Hazardous Materials Contamination" shall nean the contamination (whether presently existing or hereafter occurring) of the improvements, facilities, soil, groundwater, air or other elements on, in or of the Site by Hazardous Material, or the contaminatidr. of the buildings, facilities, soil, groundwater, air or other elements on, in or of any other property as a result of Hazardous Materials at any time (whether before or after the date of this Agreement) emanating from the Site. (c) The term "Governmental Requirements" shall mean all laws, ordinances, statutes, codes, rules, regulations, orders and decrees of the United States, the state, the county, the city, or any other- political subdivision in which the Site is located, and of any other political subdivision, agency or instrumentality exercising Jurisdiction over the Agency, the Developer cr the Site. 2. Environmental Site Evaluation As soon as possible following the execution of this Agreement, each of the Developers and Agency shall cause the investigation of the environmental condition of their respective portions of the Site, at their respective cost and expense. Such investigation shall include such activities as the environmental consultant or expert retained to perform such investigation (the "Environmental Consultant") deems necessary - or appropriate to determine the environmental condition of the Site, but in any case, including preparation of at least a Phase I report for the Site. If either of the Developers determine that testing beyond Phase I is necessary, such testing shall be the requesting Developer's expense. All parties- shall deliver to each other a copy of all reports- and test results. The Block 104 Developer and Agency shall each bear any remedial cost associated with hazardous material contamination of or caused by as certified and proof provided by an engineers report acceptable to both parties of their respective parcels (the "Cleanup Costs"), which shall not exceed Two Hundred Thousand Dollars ($200,000) for the Agency and One Hundred and Twenty -Five Thousand ($125,000) as follows: Sixty Thousand Dollars ($60,000) for the Block 104 Developer; and Sixty -Five Thousand Dollars ($65,000) from Coultrun Companies (the "Maximum Cleanup Costs"). Each property owner on Bloc: 10= shall be required to contribute up to Ter, Thousand Dollars- ($10,000) per parcel. This contribution is made first to cover contamination clean up on 05 /13; 93 6449u!?460l009 -24- their individual property and second to cover contamination clean up on another property owner's property who is a party to this Agreement. Each property owner shall contribute an equal amount up to Ten Thousand Dollars ($10,000) per parcel except for Frank Alfonso who will only contribute towards his own parcel. For the Agency, the Maximum Cleanup Cost shall be comprised of an initial One Hundred. Thousand Dollar ($100,000) amount (the "Nonrecoverable Amount") and a One Hundred Thousand Dollar ($100,000) amount (the "Recoverable Amount"). rf the Agency expends funds of the Recoverable Amount, said funds shall be reimbursed from gross profits of the Block 105 portion of the Project prior to calculations of net profits pursuant to Section 201 herein. The Agency shall pay any necessary Cleanup Costs for the Sarrabere-Wood-Good.^.an Parcels as a separate obligation from the Maximum Cleanup Costs up to an amount equal to One Hundred Thousand Dollars ($100,000). In the event that the cleanup costs on Sarrabere-Wood-Coodman Parcels exceed the One Hundred Thousand Dollar ($100,000) cap and are not offset on the condemnation evaluation of fair market value or the negotiated purchase price, said additional amount shall count toward the Agency's Nonrecoverable, Recoverable and Maximum Cleanup Costs. 3. Riaht of Termination for Contamination Each of the Developers and the Agency shall each have the right to terminate this Agreement if the Cleanup Costs for their respective parcels are expected to exceed the Maximum Cleanup Cost of Two Hundred Thousand Dollars ($200,000) for Agency or One Hundred and Twenty -Five Thousand Dollars ($125,000) for the Block 104 Developer. The determination of the Cleanup Cost shall be made by a specialist in the area of contamination evaluations and documented by a written report subject to review by the expert retained by the non -terminating party. In the event of a dispute, a third expert shall be retained jointly to review the analysis and make a final determination as to probable cost which determination shall be binding in all parties for purposes of this paragraph. Each of the Developers shall have the option to elect to pay Agency Cleanup Costs in excess of Two Hundred Thousand Dollars ($200,000). Agency shall have the right to pay Developers Clean Up Costs in excess of One Hundred and Twenty Five Thousand ($125,000). Termination of the Agreement pursuant to this provision (if after the conve_rance of title) shall require the reconveyance of all of the Block 105 property to the Agency and a repayment of the Purchase Price to the Developer. In the event of termination under this Section, the Block 105 Developer shall retain the Advance Assistance but in no event shall any of the parties owe any other a claim for reimbuwsement or loss arising out of or relating to this Agreement. 05/13/93 6=.9u/2460/009 -25- 4. Obligation of the Developers to_Remediate the Site Subject to the right of termination in Paragraph 3 above, after transfer of title pursuant to Section 204 and notwithstanding the obligation of each of the Developers to indemnify Agency pursuant to Paragraph 4 of this Section 209 with respect to that portion of the Site which they are responsible for developing or any other obligations of the Developers pursuant to this Agreement, each of the Developers shall respective to their portion of the Site, at its sole cost and expense, promptly take (i) all actions required by any federal, state or local governmental agency or political subdivision or any Governmental Requirements with respect to Block 105 for the Block 105 Developer and Block 104 for the Block 104 Developer, and (ii) all actions necessary to make full economic use of their respective portions of the Site for the purposes described in this Agreement, which actions, requirements or necessity arise from the presence upon, about or beneath the Site of any Hazardous Materials or Hazardous Materials Contamination regardless of when such Hazardous Materials or Hazardous Materials Contamination were introduced to the Site and regardless of who is responsible for introducing such Hazardous Materials or Hazardous Materials Contamination to the Site (the "Site Remediation"). The Site Remediation shall include, but not be limited to, investigation of the environmental condition of the Site, the preparation of any feasibility studies or reports and the performance of any cleanup, remedial, removal or restoration work required. The Developer shall take all actions necessary to promptly restore the Site to an environmentally sound condition for uses contemplated by this Agreement, notwithstanding any lesser standard of remediation allowable under applicable Governmental Requirements. Notwithstanding the above, in the event that the Agency has not already paid the Maximum Cleanup Costs prior to transfer of title pursuant to subparagraph 2 above, and in the event that additional contamination is discovered after the transfer that is attributable to the Agency Parcels or the Sarrabere-Food-Goodman Parcels, then the Agency shall contribute any remaining funds up to the Maximum Cleanup Costs pursuant to the same terms and conditions set out in subparagraph 2 above. S. indemnification. Except as provided for termination in paragraph 3 above, after transfer of title pursuant to Section 204, each of the Developers with respect to that portion of the Site for which it is responsible, shall save, protect, defend, indemnify and hold harmless Agency from and against any and all liabilSties, suits, actions, claims, demands, penalties, damages (including, without limitation, penalties, fines and monetary sanctions), losses, costs or expenses (including, 05 /13/93 6449u/2460/009 -26- without limitation, consultants' fees, investigation and laboratory fees, reasonable attorneys' tees and remedial and response costs) (the foregoing are hereinafter collectively referred to as "Liabilities") which May now or in the future be incurred or suffered by Agency by reason of, resulting from, in connection with or arising in any manner whatsoever as a direct or indirect result of (i) the ownership of all or any part of the Site, (ii) any act or omission on the part of Developer, or their agents, employees, contractOrs or invitees, (iiij the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from the Site of any Hazardous Materials or Hazardous Materials Contamination, (iv) the environmental condition of the Site, and (v) any Liabilities incurred under any Governmental Requirements relating to Hazardous Materials. 6. Duty to Prevent Hazardous Material Contamination. Each of the Developers with respect to that portion of the Site for which it is responsible shall take all necessary precautions to prevent the release of any Hazardous Materials into the environment. Such precautions shall include compliance with all Governmental Requirements with respect to Hazardous Materials. In addition, each of the Developers shall install and utilize such equipment and implement and adhere to such procedures as are consistent with the highest standards as respects the disclosure, storage, use, removal and disposal of Hazardous Material. 7. Environmental Inquiries. Each of the Developers, with respect to that portion of the Site for which it is responsible, shall notify the Agency, and provide to the Agency a copy or copies, of the following environmental permits, disclosures, applications, entitlements or inquiries relating to the Site: Notices of violation, notices to comply, citations, inquiries, cleanup or abatement orders, cease and desist orders, reports filed pursuant to self -reporting requirements and reports filed or applications made pursuant to any Governmental Requirement relating to Hazardous Materials and underground tanks, and the Developer shall report to the Agency, as soon as possible after each incident, any unusual, potentially important incidents, including but not limited to, the following: (a) All required reports of releases of Hazardous Materials, including notices of any release of Hazardous Materials as required by any Governmental Requirement; {b) All fires; 05/13/93 6449u.r2460/009 -27- (c) All instances where asbestos has been or may be disturbed by repair work, tenant improvements or other activities in buildings containing asbestos; (d) All notices of suspension of any permits; (e) All notices of violation from Federal, State or local environmental authorities; (f) All orders under the State Hazardous Waste Control Act and the State Hazardous Substance Account Act and corresponding federal statutes, concerning investigation, compliance schedules, clean up, or other remedial actions; (g) All orders under the Porter -Cologne Act, including corrective action orders, cease and desist orders, and cleanup and abatement orders; (h) Any notices of violation from OSHA or Cal -OSHA concerning employees' exposure to Hazardous Materials; (i) All complaints and other pleadings filed against the Developer and/or the Agency relating to the Developer's storage, use, transportation, handling or disposal of Hazardous Materials on the Site. In the event of a release of any Hazardous Materials into the environment, the Developer of that portion of the Site affected, shall, as soon as possible after the release, furnish to the Agency a copy of any and all reports relating thereto and copies of all correspondence with governmental agencies relating to the release. Upon request of the Agency, the Developer of that portion of the Site affected, shall furnish to the Agency a copy or copies of any and all other environmental entitlements or inquiries relating to or affecting the Site including, but not limited to, all permit applications, permits and reports including, without limitation, those reports and other matters which may be characterized as confidential. J. 1§2101 Conditions Precedent to the Conveyance, Termination, Reimbursement 1. Notwithstanding any other provision of this Agreement to the contrary, Agency's obligation to convey the Agency Parcels to the Block 105 Developer and the close of escrow shall, in addition to any other conditions set forth herein in favor of Agency, be conditional and contingent upon the satisfaction or waiver by Agency in its sole and absolute discretion, of each and all of the following conditions (collectively, the""Agency's Conditions Precedent to the Conveyance"): 05/13/93 6449u/2460/009 -28- (i) Each of the Developers shall have obtained all of the development and building approvals required to initiate development of their respective portion of the Site in accordance with this Agreement; including, but not limited to, tentative tract maps, conditional use permits, and grading permits; (ii) Each of the Developers shall have provided the evidence of financing required in Section 202 of the Agreement acceptable to Agency; (iii) Each of the Developers, for their respective portion of the Site, shall have deposited into escrow all of the documents, fees, charges, costs, and items required to be deposited therein by Developer pursuant to this Agreement; (iv) Each of the Developers shall have submitted to Agency's Executive Director evidence of liability insurance required pursuant to Section 308 of this Agreement; and (v) The estimated Cleanup Costs for the Agency Parcels shall not exceed the Maximum Cleanup Cost established in Section 202 of this Agreement; (vi) The Developers shall not be in material default of this Agreement; (vii) Each of the Developers, for their respective portion of the Site, shall submit to Agency a contract for construction of the Project and a guaranty acceptable to the project lender or completion bond acceptable to the Agency's Executive Director; (viii) Agency shall have completed acquisition and/or possession of the Sarrabere-Wood-Goodman Parcels and the Cracchiolo Parcel. (ix) Each of the Developers and the Agency are satisfied with the conditional use permit conditions as required by the City. (x) City shall have obtained approval by the Coastal Commission of the revised Downtown Specific Plan which allows the parking for Block 204 to be met by the onsite ground level narking as shown on Plan CUP No. 92-17. (xi) The Agency shall determine, in their sole.and absolute discretion, Within thirty (30) days of the approval of the Downtown Specific Plan by the 05/13/93 6449u/2460/009 -29- d DX�.'ECTEI� P/}GE Coastal Commission, that the Agency has sufficient funds available to complete all of its obligations under this Agreement. In the event any of the Agency's Conditions Precedent to the Conveyance are not satisfied or waived by Agency within the time periods provided herein and, with respect,to any claimed default by either or both of the Developers hereunder and the applicable Developer has not cured said default within thirty (30) days after written notice from Agency, Agency may, at its option, terminate this Agreement and any escrow opened hereunder. In the event of such a termination, neither party shall have any further rights or obligations to the other under this Agreement with respect to the Site; provided, however, that nothing in this Section 210 is intended to limit or restrict Agency's rights under Article VI herein in the event of a termination due to an uncured default by Developer. In the event the Agency exercises its right to terminate based on failure to obtain Coastal Commission approval in subparagraph (x) above, then the Block 105 Developer shall be entitled to reimbursement costs in the amount of One Hundred and Fifty Thousand Dollars ($150,000) in addition to retention of theme Advance Assistance amount pursuant to Section 202(15). Prier to any payment of the One Hundred and Fifty Thousand Dollar, ($150,000), Developer shall provide Agency staff with � S,-�" r:�C^ documentation to their reasonable satisfaction verifying saw predevelopment costs evidencing tht the costs were incurred 1"� o during the period February 1, 1991 and May 15, 1993. _ Onl K7 _ costs accepted by staff as verified Which occured during th time period shall be paid even if the amount is less than OsLq; T Hundred and Fifty Thousand Dollars ($150,000). In the event;'-' ' Agency exercises its right to terminate based on inability to deliver possession of Sarabere-wood-Goodman Parcels or the Cracchiolo Parcel, Developer shall retain the Advance Assistance but shall not be entitled to additional reimbursement. 2. Notwithstanding any other provisions of this Agreement to the contrary, the Block 105 Developer's right and obligation to accept conveyance of the Agency Parcels from Agency, and the cioae of escrow shall, in addition to any other conditions set forth herein in favor of the Developers, be conditional and contingent upon the timely satisfaction, or waiver by each of the Developers in their sole and absolute discretion, of each and all of the following conditions a licable to their res ec ert (collectively, t e "Developers' Conditions Precedent to the Conveyance"): (i) The Agency shall have acquired all of the individual parcels and property interests comprising the Sarrabere-Wood-Goodman Parcels or the Cracchiolo Parcel (or the Agency shall have obtained an Order of Prejudgment Possession for any of such parcels or property interests for which fee 05/13/93 6449u/2460/009 -30- 3.5 Coastal Commission, that the Agency has sufficient funds available to complete all of its obligations under this Agreement. In the event any of the Agency's Conditions Precedent to the Conveyance are not satisfied or waived by Age y within the time periods provided herein and, with respect o any claimed default by either or both of the Developer hereunder and the applicable Developer has not cured said fault within thirty (30) days after written notice from Agen , Agency may, at its option, terminate this Agreement.'and an escrow opened hereunder. In the event of such a terminatio , neither party shall have any further rights or obligations o the other under this Agreement with respect to the Site; pr ided, however, that nothing in this Section 210 is intend to limit or restrict Agency's rights under Article VI erein in the event of a termination due to an uncured defau by Developer. In the event the Agency exercises its nigh to terminate based on failure to obtain Coastal Commission a roval in Subparagraph (z) above, then the Block 105 Develop e shell be entitled to reimbursement costs in the amount of ne Hundred and Fifty Thousand Dollars ($150,000) in addit on to retention of the Advance Assistance amount pursuant o Section 202(15). Prior to any payment of the One Hundred d Fifty Thousand Dollars ($150,000), Developer shall provi Agency staff with documentation to their reasonabl satisfaction verifying said predevelopment costs evidencing ht the costs were incurred during the period July 15, 1991 and November 16, 1992. Only costs accepted by staff as ver'fied which occured during that time period shall be paid eve if the amount is less than One Hundred and Fifty Thousand D lars ($150,000). In the event Agency exercises its right terminate based on inability to deliver possession of Sarab re -wood -Goodman Parcels or the Cracchiolo Parcel, Develop r shall retain the Advance Assistance but shall not a entitled to additional reimbursement. 2. Notw nt nding any other provisions of this Agreement to the contr ry, the Block 105 Developer's right and obligation to accept nveyanee of the Agency Parcels from Agency, and the close of escrow shall, in addition to any other conditions set forth herein in favor of the Developers, be conditional and conyingent upon the timely Satisfaction, or waiver by each of Vie Developers in their sole and absolute discretion, of ea and all of the following conditions applicable to the r respective portions of the property (collectively, t e "Developers' Conditions Precedent to the Conveyance"): (i) The Agency shall have acquired all of the individual parcels and property interests comprising the Sarrabere-wood-Goodman Parcels or the Cracchiolo Parcel (or the Agency shall have obtained an Order of Prejudgment Possession for any of such parcels or property interests for which fee 05/13/93 6449u/2460/009 -30- title has not yet been obtained, with such Order meeting the requirements of Section 201 of this Agreement); (ii) The City shall have approved the vacation of the Alley on the site which is to be vacated consistent with the Scope of Development (Attachment No. 3); (iii) Agency shall have timely deposited the Agency Parcel(s) Grant Deed (Attachment No. 6) into Esc' --ow in the manner and condition and by the date provided in this Agreement; (iv) The Title Company shall have committed to issuing to Bloc: 105 Developer a title insurance policy to Agency Parcels and Sarrabere-Wood-Goodman Parcels complying with the requirements set forth in Section 207 herein; (v) Agency shall have deposited into escrow all of the documents, fees, charges, costs and items required to be deposited therein by Agency pursuant to this Agreement; (vi) Aaency shall not be in material default of its obligations under this Agreement. (vii) Each of the Developers and Agency are satisfied with the conditional use permit conditions as required by the City and in the event of an appeal to the Coastal Commission, the Coastal Commission has approved the conditional use permit conditions. (viii) Each of the Developers shall have obtained debt and/or ecrsity financing as it deems necessary in its sole and absolute discretion for the development of their respective portions of the contemplated Project and all associated on and off site inprovementz. Such approvals shall include, without limitation, the specific approval and authorization from the Board of Directors of Birtcher Real Estate Limited. (ix) Each of the Developers shall have obtained all necessary discretionary permits approvals for the development of their respective portions of the Site and such pernits and approvals shall be unmodified and in full force and effect at Closing. Such permits and approvals shall include all governmental approvals necessary for the issuance of building permits for the Project as designed, including, without limitation, tentative subdivision map approvals and conditional use permits. (x) Each of the Developers shall have determined in their sole and absolute discretion that their respective portions of the Project are financially feasible. 05/13/93 6449u/2460/009 -31- In the event any of the Developers' Conditions Precedent to the Conveyance are not satisfied or waived by Developer within the time periods provided herein and, with respect to any claimed default by Agency hereunder, Agency has not cured said default within thirty (30) days after written notice from Developer, Developer may, at its option, terminate this Agreement and any escrow opened hereunder. In the event of such termination by Developer, neither party shall have any further rights or liabilities to the other under this Agreement with respect to the Site. Notwithstanding the above, in the event of Developer termination due to failure of Agency to obtain possession of the Sarabere-4lood-Goodman Parcels and the Cracchiolo Parcel, the Block 105 Developer shall be entitled to retention of the Advance Assistance amount. V. [§211j Land Use Entitlements Each of the Developers as to the Developer Parcels and Agency as to the Agency Parcels shall be responsible and shall COo. ate and assist in making appropriate application to the City of Huntington Beach to satisfy all provisions of the California Subdivision Map Act (Government Code Section 66410, et sec.) and local enactments pursuant thereto as well as any other land use entitlements including, but not limited to, coastal development permit, conditional use permit and tentative and final tract map, that are applicable with respect to the development of their respective portions of the Site. The Agency shall cooperate with and support any Block 104 Developer partner's application for liquor license. III. [§300) DEVELOPMENT OF THE SITE A. 1§3011 Develcpment of the Site 1. [§302) Scope of Development Each of the Developers shall commence and complete construction of the improvements to be constructed by the respective Developer (the "Developer Improvements") according to the Scope of Development (Attachment No. 3) and consistent with approved entitlements and by the respective times established therefor in the Schedule of Performance (Attachment No. 4). The working drawings f Improvements shall include any plans approved by the City and/or Hgency, show compliance with all applicable enMiromnental mitigation measures. 05/13/93 6449u;2460/009 -32- or the Developer and specifications and shall incorporate or conditions and 2. E53031 Site Plan By the respective times set forth therefor in the Schedule of Performance (Attachment No. 4), each of the Developers shall prepare and submit to the Agency for its approval Preliminary Design Drawings for their respective portions of the Project and site plan and related documents containing the overall plan for development of the Site in sufficient detail to enable the Agency to evaluate the proposal for conformity to the requirements o` this Agreement. The Site shall be developed as established in this Agreement and such documents, except as changes may be mutually agreed upon between each of the Developers and the Agency. 3. 1§3041 Construction Drawings and Related Documents By the time set forth therefor in the Schedule of Performance (Attachment No. 4), each of the Developers shall prepare and submit to the City and the Agency for written approval construction drawings, parkin: plan, a landscape plan, and related documents for development of the respective portions of the Site. 4. 1§3051 Cost of Construction The cost of developing the Block 105 Site and constructing all improvements thereon shall be borne by the Block 105 Developer and the cost of developing the Block 104 portion of the Site and constructing all improvements thereon shall be borne by the Block 104 Developer, with the exception of those costs to be borne by the Agency pursuant to this Agreement. 5. I§3061 Construction Schedule Each of the Developers shall promptly begin and thereafter diligently prosecute to completion the construction and the development of their respective portions of the Site within the times specified therefor in the Schedule of Performance (Attachment No. 4). 6. 1§307J Anti -Discrimination During Construction Each of the Developers, for itself and its successors and assigns, agrees that in the construction of the improvements provided for in this Agreement, it will not discriminate against any employee or applicant for employment because of race, color, creed, religion, sex, marital status, handicap, national origin or ancestry. 05/13/93 6449u/2460/009 -33- 7. I§3081 Bodily Injury and Property Damage_ Insurance Each of the Developers shall with respect to that portion of the Project for which it has responsibility, defend, assume all responsibility for and hold the Agency, its officers and employees, harmless from, all claims or suits for, and damages to, property and injuries to persons, including accidental death (including attorneys fees and costs), which may be caused by any of the respective Developer's activities under this Agreement, whether such activities or performance thereof be by the Developer or anyone directly or indirectly employed or contracted with by the Developer and whether such damage shall accrue or be discovered before or after termination of this Agreement. Prior to the commencement of construction, each of the Developers shall take out and shall maintain in effect during the entire course of construction a comprehensive liability policy in the amount of Two Million Dollars ($2,000,000) combined single limit policy (part of which coverage may be provided by umbrella policies), including contractual liability, as shall protect each of the Developers, City and Agency from claims for such damages. Each of the Developers shall furnish a certificate of insurance in form reasonably acceptable to the Agency countersigned by an authorized agent of the insurance carrier on a form of the insurance carrier setting forth the general provisions of the insurance coverage. Each countersigned certificate shall name the City and the Agency and their respective officers, agents, and employees as additional insureds under the policy. Each certificate by the insurance carrier shall contain a statement of obligation on the part of the carrier to notify City and the Agency of any material change, cancellation or termination of the coverage at least thirty (30) days in advance of the effective date of any such material change, cancellation or termination. Coverage provided hereunder by each of the Developers shall be primary insurance and not contributing with any insurance maintained by the Agency or City, and the policy shall contain such an endorsement. The insurance policy or the certificate of insurance shall contain a waiver of subrogation for the benefit of the City and the Agency. The required certificate shall be furnished by each of the Developers prior to the Agency Conveyance. Each of the Developers shall also furnish or cause to be furnished to the Agency evidence satisfactory to the Agency that any contractor with whom it has contracted for the performance of work on the Site or otherwise pursuant to this Agreement carries workers' compensation insurance as required by law. 05/13/93 6449u/2460/009 -34- The obligations set forth in this Section 308 shall remain in effect for each Developer until a Certificate of Completion has been furnished for all of the Developer Improvements which are the responsibility for each Developer as hereafter provided in Section 309 of this Agreement. B. [§309] Certificate of Completion Promptly after the completion of all of the Developer Improvements by the applicable Developer in substantial conformity with this Agreement (as determined by the Executive Director of the Agency) and upon the written request of such Developer, the Agency shall furnish the requesting Developer with a Certificate of Completion (Attachment No. 8), which evidences and determines the satisfactory completion of such construction and carries forward those provisions and covenants specified in this Agreement, the Redevelopment Plan and the California Community Redevelopment Law. The issuance and recordation of the Certificate of Completion (Attachment No. 8) with respect to t,.e applicable Developer Improvements shall not supersede, cancel, amend or limit the continued efficacy of any obligations relating to the maintenance of the Site, use restrictions, payment of monies, or any other obligations except for the obligation to complete construction of the Developer Improvements as of the time of the issuance of such certificate. If the Agency refuses or fails to furnish a Certificate of Completion (Attachment No. 8) with respect to either Block 104 or B10--k, 105 after written request from the respective Developer, the Agency shall, within forty-five (45) - clays of the written request, provide the applicable Developer with a written statement of the reasons the Agency refused or failed to furnish such Certificate of Completion. Upon approval by the Executive Director, partial certificates of completion in substantially the form of "Attachment 8A" may be available at the reasonable discretion of the Executive Director. Upon issuance of a Certificate of Completion (Attachment No. 8) for the Developer Improvements, construction of such Developer Improvements shall be deemed to have been completed in conformity with this Agreement. The Certificate of Completion (Attachment No. 8) is not a notice of completion as referred to in Section 3093 of the California Civil Code. C. 1§310] No Encumbrances Except Mortgages and Deeds of Trust Prior to the Agency's issuance of the final Certificate of Completion for all of the Developer Improvements 05.'13/93 6449u/2460/009 -35- pursuant to Section 309 above, neither of the Developers shall encumber the Site or any portion thereof with any mortgage, deed of trust, or other conveyance for financing purposes without obtaining the Agency's prior written approval. This Section 310 shall not apply and shall have no further force or effect after the issuance of a Certificate of Completion or Partial Certificate of Completion with respect to the portion of the Site for which a Certificate or Partial Certificate has been issued. The Agency shall not unreasonably withhold, delay, or condition approval of any conveyance for financing is the following conditions and requirements are met: 1. The conveyance for financing is to a responsible institutional lender with the capability of funding the loan in accordance with its terms; and 2. The proceeds of the loan are committed to the development of the Site (including without limitation all direct and indirect Costs of the development, as well as site preparation, direct construction costs, title charges, leasing and sales commissions, interest expense and other financing costs, architectural, engineering, legal, and similar expenses, tenant improvements or tenant improvement allowances for tenants in the Commercial Portion of the Site, and the like), and/or the refinancing of any such loan (provided that the unpaid principal balance of any existing loan is not increased by virtue of any such refinancing). 3. Agency agrees to subordinate its Deed of Trust (Attachment No. 7) to financing approved pursuant to this Section 310 for Block 105 to an amount equal to the actual Development Cost of the project as defined in the Equity Participation Share (Attachment No. 12) less the Developer's equity of fifteen percent (15;;) of the Development Cost. 4. Documentary substantiation of the estimates utilized to satisfy paragraphs 2 and 3 above are supplied to the Agency. Subject to the provisions of Section 310 of this Agreement, the Block 105 Developer shall be entitled to record the mortgage or deed of trust securing any such approved financing prior to recordation of the Deed of Trust (Attachment No. 7) which secures the Purchase Price for the Agency Parcels. in addition, the Agency agrees to execute any document or documents that may be reasonably requested by the Developer to subordinate the Agency's Deed of Trust (Attach.�nent No. 7) to any additional financing or refinancing meeting the same requirements set forth above for the original loan. 05/13/93 6449u/2460/009 -36- D. (§311] Holder Not Obligated to Construct Improvements The holder of any mortgage or deed of trust authorized by this Agreement shall not be obligated by the provisions of this Agreement to construct or complete the improvements or to guarantee such construction or completion; nor shall any covenant or any other provision in the Agency Deed covering the Agency Parcel or, if applicable, the Sar=abere-Wood-Goodman Parcel and the Crac:hiolo Parcel conveyed by the Agency to the Block 105 Developer be construed so to obligate such holder. Nothing in this Agreement shall be deemed to construe, permit or authorize any such holder to devote the Site to any uses or to construct any improvements thereon, other than those uses or improvements provided for or authorized by this Agreement. E. (§312] Notice of Default to Mortgagee or Deed of Trust Holders; Right to Cure With respect to any mortgage or deed of trust granted by either of the Developers as provided herein, whenever the Agency shall deliver any notice or demand to a Developer with respect to any breach or default by the Developer in completion of construction of the improvements, the Agency shall at the same time deliver to each holder of record of any mortgage or deed of trust authorized by this Agreement a copy of such notice or demand. Each such holder shall (insofar as the rights of the Agency are concerned) have the right, at its option, within sixty (60) days after the receipt of the notice, to cure or remedy or commence to cure or remedy any such default and to add the cost thereof to the mortgage debt and the lien of its mortgage. Commencement of foreclosure or power of sale proceedings under any mortgage or deed of trust coupled with written notice of such holder's intention to cure Developer's default shall be deemed to be commencement of cure. Nothing contained in this Agreement shall be deemed to permit or authorize such holder to undertake or continue the construction or completion of the improvements (beyond the extent necessary to.conserve or protect the improvements or construction already made) without first having expressly assumed the Developer's obligations to the Agency by written assumption agreement reasonably satisfactory to the Agency. The holder, in that event, must agree to complete, in the manner provided in this Agreement, the improvements to which the lien or title of such holder relates, and submit evidence satisfactory to the Agency that it has the qualifications and financial responsibility necessary to perform such obligations. Any such holder properly completing such improvement shall be entitled, upon compliance with the requirements of Section 312 of this Agreement, to a Certificate of ComnJetion (as therein defined). 05/13/93 6449u/2460/009 -37- F. 1§3131 Failure of Holder to Complete Improvements In any case where, sixty (60) days after receipt by a holder of notice of default by the Block 105 Developer in completion of construction of improvements under this Agreement, the holder of any mortgage or deed of trust creating a lien or encumbrance upon the Site or any part thereof has not exercised the option to construct, or if it has exercised the option and has not proceeded diligently with construction, or to obtain title after institution of foreclosure or trustee's sale proceedings, the Agency may purchase the mortgage or deed of trust by payment to the holder of the amount of the unpaid mortgage or deed of trust debt, including principal and interest and all other sums secured by the mortgage or deed of trust. If the ownership of the Block 105 portion of the Site or any part thereof has vested in the holder, the Agency, if it so desires, shall be entitled to a conveyance from the holder to the Agency upon payment, to the holder of an amount equal to the sum of the following: a. The unpaid mortgage or deed of trust debt at the tine title became vested in the holder (less all appropriate credits, including those resulting from collection and application of rentals and other income received during foreclosure proceedings); b. All expenses with respect to foreclosure; C. The net expense, if any (exclusive of general overhead), incurred by the holder as a direct result of the subsequent management of the Site or part thereof; d. The costs of any improvements made by such holder; and e. An amount equivalent to the interest that would have accrued on the aggregate of such amounts had all such amounts become part of the mortgage or deed of trust debt and such debt had continued in existence to the date of payment by the -Agency; less f. Any income derived by the lender from operations conducted on the Block 105 portion of the Site (the receipt of principal and interest payments in the ordinary course of business shall not constitute income for the purposes of this subsection (f)). C. 1§3141 Riaht of the Agency to Cure Mortgage or Deed of Trust Default In the event of a mortgage or deed of trust default or breach'by the Block 105 Developer prior to the completion of the cOristruction of the improvements on the Block 105 portion 05/13/93 6449u/2460/009 -38- of the Site or any part thereof and the holder of any mortgage or deed of trust has not exercised its option to construct, the Agency may cure the default. In such event, the Agency shall be entitled to reimbursement from the Block 105 Developer of all proper costs and expenses incurred by the Agency in curing such default. The Agency shall also be entitled to a lien upon the Site to the extent of such costs and disbursements. Any such lien shall be subject to the construction financing mortgages or deeds of trust. H. I§315] Right of the Agency to Satisfy Other Liens on the Site After Title Passes After the conveyance of title and prior to the completion of construction, and after the Block 105 Developer has had written notice and has failed after a reasonable time, but in any event not less than thirty (30) days, to challenge, cure, adequately bond against, or satisfy any liens or encumbrances on the Site which are not otherwise permitted under this Agreement, the Agency shall have the right but no obligation to satisfy any such liens or encumbrances; provided, however, that nothing in this Agreement shall require the Block 105 Develcper to pay or make provision for the payment of any tax, lien, assessment, or charge so long as the Block 105 Developer shall in good faith contest the validity or amount thereof and so long as such delay in payment shall not subject the Site or a portion thereof to forfeiture or sale. IV. 15400) USE OF THE SITE �,. [ §401 ] Uses Each of the Developers covenant and agree for itself, its successors., its assigns, and every successor in interest to their respective portions of the Site that the Developer, such successors and such assignees, shall not devote the Site to any uses other than the uses specified in or permitted by the Redevelopment Plan, the Covenants (Attachment No. a), and this Agreement (in conformity with the limitations of the Scope of Development (Attachment No. 3), as the same may be amended from time to time in accordance with each of the Developers' rights under this Agreement and applicable law) for the periods of time specified therein. The foregoing covenant shall run with the land. The Project as described in the Scope of Development (Attachment No. 3) specifies commercial uses only on Block 104, however, nothing herein precludes the owners of Block 104 from applying to the City for the ability to convert to residential uses. Such a conversion would be at the sole discretion of the City. It is the Agency's intent that there will be no interruption of business activity on Block 104 due solely to implementation of this Agreement until a conditional use permit for the -Site is approved. 05; 13/93 6449u/2460/009 -30- Each of the Developers covenant 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 account of race, color, creed, religion, sex, marital status, handicap, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, nor shall either of the Developers or any person claiming under or through either of them establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Site. The foregoing covenants shall run with the land. The Block 104 Developer with respect to Block 104 and the Block 105 Developer with respect to Block 105 shall refrain from restricting the rental, sale or lease of the Property or any portion of the Site on the basis of race, color, creed, religion, sex, marital status, handicap, national origin or ancestry of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: 1. In deeds: "The grantee herein covenants by and for himself" or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through their, 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 hire 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 in the land herein conveved. The foregoing covenants shall run with the land." 2. In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: 05/13/93 64-49u/2450/009 -40- "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." 3. In contracts: "There shall be no discrimination against or segregation_ of, any person, or group of persons on account of race, color, creed, religion, sex, marital status, ancestry or national origin, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the premises." Except for covenants against discrimination or segregation, which shall continue in effect in perpetuity, the covenants set forth in this Section 401 shall terminate or. January 1, 2017. B. 154021 Maintenance of the Site Prior to issuance of a Certificate of Completion by the Agency, each of the Developers shall maintain the Developer Improvements on their respective portions of the Site and shall keep their respective portions of the Site free from any accumulation of debris or waste materials. C. [§403] Rights of Access The Agency, for itself and for the City and other public agencies, at their sole risk and expense, reserves the right to enter onto the Site or any part thereof which is owned or controlled by either of the Developers, at all reasonable times'for the purpose of construction, reconstruction, maintenance, repair or service of any public improvements or public facilities located within dedicated public easements on 05/13/93 6449u/2460/009 -41- or adjacent to the Site. Any such entry shall be made only after reasonable notice to the respective Developer. Agency shall repair any damage to the Site and restore the Site to its pre-existing condition. In addition, Agency shall indemnify, defend, and hold Developer harmless from any costs, claims, damages or liabilities pertaining to any entry. This Section 403 shall not be deemed to diminish any rights the Agency, the City, or any other public agencies may have without reference to this Section 403. D. (§404] Effect of Violation of the Terms and Provisions of this Agreement After Completion of Construction The Agency is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own rights and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have beer. provided. The Agreement and the covenants shall run in favor of the Agency, without regard to whether the Agency has been, remains or is an owner of any land or interest therein in the Site or in the Project Area. The Agency shall have the right, if the Agreement or covenants are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it or any other beneficiaries of this Agreement and covenants may be entitled. V. ( §500 J GENERAL PROVISIO.;S I€5011 Notices. Demands and Commanications Between the Parties Written notices, demands and communications between the Agency and each of the Developers shall be sufficiently given if delivered by hand (and a receipt therefor is obtained or is refused to be given) or dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of the Agency and the Developers which are set out in Sections 105 and 106 hereof. Such written notices, demands and communications may be sent in the same manner to such other addresses as either party may from time to time designate by trail as provided in this Section 501. Any written notice, demand or communication shall be deemed received immediately if delivered by hand or if delivered by registered or certified mail return receipt requested on the date received. 05/13/93 6449u/2460/009 _Y,.. B. 1§5021 Conflicts of Interest No member, official or employee of the Agency shall have any personal interest, direct or indirect, in this Agreement, nor shall any member, official or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested. Each of the Developers warrant that it has not paid or given, and will not pay or give, any money or other consideration to any member, official, employee, or consultant of Agency for obtaining this Agreement. C. 1§5031 Enforced Delay; Extension ofTimesof Performance In addition to specific provisions of this Agreement, performance by either party hereunder shall not be deemed to be in default, and all performance and other dates specified in this Agreement shall be extended, where delays or defaults are due to; war; insurrection; strikes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation delays not the fault and beyond the reasonable control of the party claiming an extension of time to perform; unusually severe weather; acts or omissions of the other party; acts or failures to ac. 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 which shall not excuse performance by the Agency); 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 en orced 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_ Tines of performance under this Agreement may also be extended in writing by the mutual agreement of each of the Developers and the Executive Director of the Agency. D. 1§5041 Nonliability of Officials and Employees of the Aaencv No member, official or employee of the Agency shall be personAlly liable to either of the Developers, or any successor in interest, in the event of any default or breach by the 05 /13/93 64=9u/2460/009 -43- Agency or for any amount which may become due to either of the Developers or their successors, or on any obligations under the terms of this Agreement. VI. [§600] DEFAULTS AND REMEDIES A. [§6011 Defaults -- General Subject to the extensions of time set forth in Section 503, 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. A default by the Block 104 Developer shall not constitute a default by the Block 105 Developer and vice versa. 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 nay not institute proceedings against the party in default until thirty (30) 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. B. 1§602) Leaal Actions 1. [§603] Arbitration Subject to the restrictions in Section 601, the parties shall promptly submit any dispute, claim or controversy arising out of or relating to this Agreement (or any agreement contemplated by this Agreement) (including any action in tort, contract, or otherwise, at a aity or at law), or any alleged breach (including, without limitation, any matter with respect to the meaning, effort, validity, termination, interpretation, specific performance or enforcement, of this Agreement or any agreement contemplated by this Agreement) to binding arbitration before one arbitrator ("Arbitrator"). The arbitration shall be held in Orange County, California, at the offices of Judicial Arbitration & Mediation Services, Inc. ("JAMS"), which offices are currently located at 500 North State College Boulevard, Suite 600, Orange, California 92668, in accordance with and under the then -current provisions of the Commercial Arbitration Rules of the American Arbitration Associaticn and the following provisions: 05/13 /93 6=49u/2460/009 -44- (a) Exclusive_Remedy. The parties agree that binding arbitration shall be the sole means of resolving any disputes, claims, or controversies arising out of or relating to this Agreement (including any claim in tort or contract or otherwise, at equity or at law), or any alleged breach (including, without limitation, with respect to the meaning, effect, validity, termination, interpretation, specific performance or enforcement of this Agreement or any agreement contemplated by this Agreement). (b) Notice. Either party has the right to initiate arbitration. Arbitration shall be initiated upon one party's notice to the other setting forth a demand for arbitration and detailing with specificity the nature of the dispute, claim or controversy to be arbitrated. (c) Selection of Arbitrator. The parties may agree on a retired judge from the JAMS panel. If the parties are unable to so agree within thirty (30) days after the notice given under paragraph (b) above, then MIS will provide a list of three available judges and each party may strike one. The remaining judge will serve as the Arbitrator. The Arbitrator is empowered with the full authority of a judge sitting on the bench of the Superior Court in and for the State of California and may make any ruling consistent with that power. In order to implement this provision, the parties, by executing this Agreement, agree to execute and file with the Superior Court, such papers as are appropriate to procure the appointment of the Arbitrator as a Judge Pro-Tempore of the Superior Court. (d) Applicable Law. The Arbitrator shall follow any applicable federal and California state law (with respect to all matters of substantive law) in rendering an award. (e) Discovery. In any dispute arbitrated under this Agreement, the parties shall have the right to use any procedures for discovery provided for under the laws of the State of California (currently contained in the California Code of Civil Procedure); however, the Arbitrator shall have the right to disapprove or to limit any discovery that the Arbitrator determines to be for purposes of delay or otherwise unnecessarily burdensome or oppressive. (F) Evidence and Decision. The Arbitrator shall diligently pursue the matters being submitted for arbitration and shall render his decision within sixty (60) days after the selection of the Arbitrator is completed. The parties agree to make available to the Arbitrator all books, records, and other information in their possession or control relating to the matters being arbitrated and requested by the Arbitrator at such time as the Arbitrator may deem necessary to make his decisions required by this Agreement. Each party shall have 05/13/93 6449u/2460/009 -45- access during normal business hours to such books, records, and other data as it may reasonably require to analyze the matters being submitted to arbitration under this Agreement and to prepare and to prove its contentions. The Arbitrator shall consider only evidence admissible under the California Evidence Code. (g) Experts. The Arbitrator, at his discretion and at the expense of the party who will bear the cost of the arbitration, may employ an exnert or experts (including, as examples, accountants and appraisers) to assist him in his determinations. (h) Advocacy. Prior to rendering his determination or award, the Arbitrator shall afford each party an opportunity to exmress its views as to the proper determination of the matters under arbitration, orally or in writing as the Arbitrator may deem appropriate; provided, however, that (a) any party submitting written material shall be required to submit a copy of that material to the other party, who shall have the opportunity to submit a written reply to that material within ten (10) days, and (b) if either party is to submit oral statement, the other parties shall be afforded a reasonable opportunity to be present at the time at which these oral statements are made before the Arbitrator and to reply orally. (i) Arbitrability of Dispute. The arbitrability of any dispute, claim or controversy shall be determined by the Arbitrator. (j) Judanent and Appeal. Judgment upon any award rendered by the Arbitrator may be entered in and enforced by any court having competent jurisdiction. The parties agree that all appellate rights to the decisions of the Arbitrator are preserved as if the decisions were rendered by a judge sitting on the bench of the Superior Court. (k) Damages. The Arbitrator shall have the power to make an award of actual compensatory damages as well as punitive damages. (1) Costs. The cost of the arbitration proceeding and any proceeding in court to confirm or to vacate any arbitration award, as applicable (including, without limitation, attorneys' fees and costs), shall be borne by the unsuccessful party (or, at the discretion of the Arbitrator, may be prorated between the parties in such proportion as the Arbitrator determines to be equitable) and shall be awarded as part of the Arbitrator's judgment. 05/13/93 6449u/2460/009 -46- (m) Jurisdiction. The parties expressly consent to the jurisdiction of the courts (federal and state) in Orange County, California, to enforce any judgment of an Arbitrator and to render any provisional or injunctive relief in connection with or in aid of the arbitration. (n) Survival. This arbitration Section 603 shall survive termination of this Agreement. (o) Indemnification. The parties agree to inde=. ify the Arbitrator and any experts employed by the Arbitrator and to hold them unless from and against any claim or demand arising out of any arbitration under this Agreement unless resulting from the willful misconduct of the person indemnified. 2. [§604] ADnlicable Law The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 3. 166051 Accemtance of Service of Process In the event that any legal action is commenced by the Developer against the Agency, service of process on the Agency shall be made by personal service upon the Executive Director or in such other manner as may be provided by law. In the event that any legal action is co=enced by the Agency against the Developer, service of process on the Developer shall be made by personal, service and shall be valid whether made within or without the State of California or in such other manner as may be provided by law. C. 1§6061 Ricrhts and Remedies Are Cumulative Except as otherwise expressly stated in this Agreement, the rights and remedies of the parties are cumulative, and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the•sarne or different times, of any other rights or remedies for the same default or any other default by the other party. D. [§60i1 Inaction Not a Waiver of Default Any failures or delays by either party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any such rights or remedies, or deprive either such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert or enforce any such rights or remedies. 05/13/93 6;* 9u/2460/009 -47- E. (5608) Remedies; Termination With Block 104 Completed 1. ( § 609 ] Damages. If either party defaults with regard to any of the provisions of this agreement, the non -defaulting party shall serve written notice of such default upon the defaulting party_ I£ a solely monetary default is not cured by the defaulting party within thirty (30) days after service of the notice of default (or within such other period as is set forth herein), the defaulting party shall be liable to the other parts for any damages caused by such default. For a default which includes a nonmonetary obligation, if the default is not cured by the defaulting party within thirty (30) days after service of the notice of default or, if the default is of such a nature that it cannot reasonably be curved within said time, and the defaulting party does not commence to cure within said thirty (30) day period and diligently pursue such cure to completion, the defaulting party shall be liable to the other party for any damages caused by such default. Notwithstanding the above, this Section shall not be applicable if a termination by either party is invoked under Sections 209(3) or 210 of this Agreement. 2. 196101 Snecific Performance If either party defaults under any of the provisions of this Agreement, the non -defaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured by the defaulting party within thirty (30) days of service of the notice of default or, if the default is of such a nature that it cannot reasonably be curred within said time, and the defaulting party does not commence to cure wtth.in said thirty (30) day period and diligently pursue such cure to completion, the non -defaulting party at its option may thereafter (but not before) commence an action for specific performance of the terns of this Agreement. Notwithstanding the above, this Section shall not be applicable if a termination by either party is invoked under Section(s) 209(3.) or 210 of this Agreement. VII. 167001 SPECIAL PROVISIONS A. (§7011 Real Estate Co:rmissions The Agency and each of the Developers represent to each of the other parties that it has not engaged the services of any -finder or broker and that it is not liable for any real estate commissions, broker's fees, or finder's fees which may accrue by means of the acquisition of the Agency Parcels or the 05/13/93 6449u/2460/009 -48- Sarrabere-Wood-Goodman Parcels, and agrees to hold harmless the other party from such commissions or fees as are alleged to be due from the party making such representations. B. 1§7021 Successors In Interest The terms, covenants, conditions and restrictions of this Agreement shall extend to and shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors and assigns of the Parties. Upon the termination of the restrictions imposed by Section 109 of this Agreement, which terminate upon the issuance by the Agency of a Certificate of Completion for the Project, all of the terms, covenants, conditions and restrictions of this Agreement which do not terminate upon the issuance by the Agency of the Certificate of Completion for the entire Site shall be deemed to be and shall constitute terms, covenants, conditions and restrictions running with the land. C. 1§7031 Amendments to this_Agreement Each of the Developers and the Agency agree to mutually consider reasonable requests for amendments to this Agreement provided said requests are consistent with this Agreement and would not substantially alter the basic business terms included herein. D. [§7041 Attorney Fees If any party to this Agreement is required to initiate or defend litigation in any way connected with this Agreement, the prevailing party in such litigation, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees. Except as may be expressly provided elsewhere in this Agreement, if any party to this Agreement is required to initiate or defend litigation with a third party because of the violation or alleged violation of any term or provision of this Agreement, or obligation of the other party to this Agreement, then the party so litigating shall be entitled to reasonable attorney's fees from the responsible party to this Agreement. Attorney's fees shall include attorney's fees on any appeal, and in addition a party entitled to attorney's fees shall be entitled to all other reasonable costs for investigating such action, taking depositions and discovery, and all other necessary costs incurred in such litigation. All such fees shall be deemed to have accrued on commencement of such action and shall be enforceable whether or not such action is prosecuted to judgment. 05/13/93 64.9u/2460/009 -49- E. 1§7051 Release of Claims Each party, on behalf of itself and its officers, partners, successors, assignees and representatives, fully releases and discharges the other parties and their officers, employees, agents, successors and representatives from all and any manner of rights, demands, liabilities, obligations, claims, or cause of actions, in law or equity, of whatever kind or nature, whether known or unknown, which arise from or relate in any manner to the ownership, acquisition and development of the Site, except for the obligations contained in this Agreement. Notwithstanding the above, this release and discharge is not intended to apply to actions from third parties or actions, claims or rights arising from circumstances or conditions occurring after completion of the development of the Site. Each of the Developerz and the Agency have been advised by their respective attorneys and have read and understood the provisions of Section 1542 of the California Civil Code, which provides: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." Nevertheless, each of the Developers and Agency do hereby assume all risks for claims, known or unknown, heretofore or hereafter arising from or relating to the Site and the acquisition and development thereof, except for the obligations contained in this Agreement and to the matters released in this Section 705, and do hereby waive all of their respective rights under Section 2542 of the California Civil Code. This release shall survive the conveyance and/or the termination of this Agreement. VIll. 1§8001 ENTIRE AGREEMEnz, WAIVERS This Agreement may be signed in counter -parts, each of which is deemed to be an original. This agreement includes pages 1 through 49 and Attachment Nos. 1 through 14, which constitutes the entire understanding and agreement of the parties. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties or their predecessors in interest with respect to all or any part of the'subject matter hereof. 05/13/93 6449u/2450/009 -50- All waivers of the provisions of this Agreement must be in writing signed by the appropriate authorities of the Agency and each of the Developers, and all amendments hereto must be in writing signed by the appropriate authorities of the Agency and each of the Developers. In any circumstance where under this Agreement either party is required to approve or disapprove any matter, approval shall not be unreasonably withheld, conditioned, or delaved. IN WITNESS WHEREOF, the agency and each of the Developers have signed this Agreement on the respective dates set forth below. 02 1993 REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By: to Chairman ATTEST: O _ APPROVED AS TO FORM: ,r0&1� 0. "f-'C g � Stradling, Yocca, Carlson & Rauth. Special Counsel to the zaency Agency Counsel (Signatures continued on next page) 05/13/93 6449u/2460/009 -51- "BLOCK 105 DEVELOPER" COULTRUP COMPANIES, a California corporation, By: on f" Ubyayppp President BIRTCHER REAL\ESTATE LIMITED, a California lim ted partnership By: EREICORP, a California Corporation, Managing General Partner By: Michael H. Voss, President "BLOCK 104 DEVELOPER" By: Eldon Bagstad By: Barbara Bagstad B y . Gary Mulligan By: Loren Johnson, M.D. By Frank Cracchiolo By: Dolores Cracchiolo By: Salvator Cracchiolo (Signatures continued on next page) 05/13/93 6449u/2460/009 -52- STATE OF CALIFORNIA ) ) ss. COUNTY OF ) On � �73 before me. , (name, title, "Jane Doe N ary Pub is personally signer(s)), personally known to me -- OR -- proved to me on the basis of satisfactory evidence LIB! A W. ORANGE COUNTY Cal " do _ _ - "as 21.1905 (name/ of to be the person l; whose name) is/are-subscribed to the within instrument and acknowledaed 'to me that he4hel m-r executed the same in his/ber44he!r_. authorized capacity(' and that by his/���..n-signature on the instrument the person( or the entity upon behalf of which he person( acted, executed the i strument. 4 ficial seal. CFECM SEAL LINDA SUE SURACI r N�ORRAN" COUNTY o � . MV � E�Iras (Signatur of Notary) EO AL)gLW 21. 1995 PRI CAPACITY CLAIMED BY SIGNER: I vidual orporate Officer(s): _ Partner(s): Attornev-in-Fact Trustee(s) Guardian/Conservator Other: Title(s) Limited General SIGNER IS REPRESENTING: Name of Person(s) or Entity(ies) ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE 1IUSI BE ATTACHED TO THE_ DOCUMENT DESCRIBED AT FIGHT: Title or Type of Document Number of Pages Date of Document Sioner(s) Other Than flamed Above: 03! 25f 913 19279/2460/09 ATTACHMENT NO. 9 "BLOCK 105 DEVELOPER" COULTRUP COMPANIES, a California corporation By: Jon T. Coultrup, President BIRTCHER REAL ESTATE LIMITED, a California limited partnership By: BREICORP, a California corporation, Managing General Partner per' By:� V y Michael H. Voss, President "BLOCK 104 DEVELOPER" By: . Eldon Bagstad By: Barbara Bagstad By: Gary Mulligan By: Loren Johnson, M.D. By: Frank Cracchiolo By: Dolores Cracchiolo By: Salvator Cracchiolo (Signatures continued on next page) 05/13,'93 6449u/2460/009 -52- STATE OF CALIFORNIA ) . ) ss. COUNTY OF ) On 14G*tt, 7 I!% before me, '7 • AleCrr -,d- lVe,—oco— (name, title, e.g.,,.II"J'a}e Doe, Notary Public"), personally appeared �tr`Llt�e� H. V!� (name(s) of signer(s)), personally known to me -- OF -- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s). or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my_hand and official IOIIQIR�IANALVEi M [ oo (WWW Comm bow wit 19. h9T CAPACITY CLAIMED BY SIGNER: seal. Air (Signature of Notary) Individual Corporate Officer(s): Title(s) Partner(s): _ Limited _ General Attorney -in -Fact Trustee(s) Guardian/Conservator Other: SIGNER IS REPRESENTING: Flame of Person(s) or Entity(ies) ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE !MUST BE ATTACHED TO THE DOCUMENT DESCP.I SED AT RIGHT: Title or Type of Document Number of Pages Date of Document Signer(s) Other Than Named Above: 03/25/93 1927Q/2450/09 ATTACHRENT tIO. 9 "BLOCK 10S DEVELOPER'' COULT UP COMPANIES, a California corporation y R : •• 1 Jon T. Coultrup, President BIRTCHER REAL ESTATE LIMITED, a California limited partnership By: BREICORF, a California corporation, Managing General Partner By: Michael H. Voss, President "BLOC: 104 DEVELOPER" w Bey. `ldon Bagstad By. �barba a Barstad 71 Gary Mulligan By: Loren Johnson, M.D. By: Frank Cracchiolo By: Dolores Cracchiolo By: Salvator Cracchiolo (Signatures continued on next page) OS,'13: 93 6 449u1w460 /OOn -52- "BLOCK 105 DEVELOPER'' COULTRUP COMPANIES, a California corporation By: Jon T. Coultrup, President BIRTCHER REAL ESTATE LIMITED, a California limited partnership By: EREICORP, a California corporation, Managing General Partner By: Michael H. Voss, Presider.:. "BLOCK 104 DEVELOPER" By - Eldon Bagstad By: Barbara §agstac; B ry Wu1lfian' By: Loren Johnson, N.D. By: Frank Cracchiolo By: Dolores Cracchiolo By: Salvator Cracchiolo (Signatures continued on next page) 05/13/ 93 6 =49u/2460/009 -52- COLLTRUP COrPAN.ES, a Califoivia co.po-ation E— -- - - - - ---- - _ Jon T Coliltl ap Pa e cent SIRTC4ER REAL ESTATE LIMITED a Cai,forn•1a 1-mitea pa_*neis},ip i B, B^.EICORF a Califon-ia r coiperatio') Ma»ac,_ng General Pa_tne,: By feicnael I- Ivoss Pres_dent 1-11 1'BLOCf 104 DEVELOPER" B_ _ Eld011 Bagstad By _ na_aara Sa ;stad P1 Gal y Ma—L2.gal, B Loren ,Ionnsd,,�! M D By Fdan� Czaccniolo By _ Dolol es Ci acchlolo By Sal,aroi Cracchiolo (S-gnatures continued on next page) 05/13 '93 6449u Z460/009 -52- "BLOCK 105 DEVELOPER" COULTRUP COMPANIES, a California corporation By: Jon T. Coultrup, President EIRTCHER REAL ESTATE LIMITED, a California limited partnership By: EREICORP, a California corporation, Managing, General Partner By: By: Michael H. Voss, President "BLOCK 104 DEVELOPER" Eldon: Sagstad By: Barbara Bagstad By Gary Mulligan By: Loren Johnson, M.D. By. _ -;Ka aaz:! Frank Cracchiolo By: - - 3 Dolores cchio 0 By- Salvator Cracc (Signatures continued on next page) 05/13 /93 6 =49u 2460/009 -52- / ��► // ._ By: Ann Mase B_v: Ron. Ma se By: George Draper By: Frank Alfonso By: Gilbert R. Geilim 05/13/93 6449u/2460/009 -53- By: Barbara Cracchiolo B Ron. Ma se By: George Draper By: Frank Alfonso By: Gilbert R. Geilim 05/13/93 6449u/2460/009 -53- By: By: By: By: By: Barbara Cracchiolo }inn Mase Frank Alfonso By: Gilbert R. Geiliri 05/13/93 6449u/2460/009 -53- *93 05/24 09,00 %Y 7143754735 COULTRUP z 04 N Y. Barbara Cracchiclo Ann Mase By: Pon Masv By: George Draper 1 .1 P. 05/13/93 6449u/246O./009 -53- ATTACHIIENT NO. 9A RECORDING REQUESTED BY ) AND WEN RECORDED HAIL T0: ) ) (Space above for recorder. This Agreement is recorded at the request and for the benefit of the Agency and is exempt from the payment of a recording fee pursuant to Government Code Section 6103. REDEVELOPIiENT AGENCY OF THE CITY OF RMITINGTON BEACH By: Its: Dated: k DECLARATION OF COVENANTS. CONDITIONS, ADD RESTRICTIONS 19 THIS DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS (the "Declaration") is entered into this day of , 199. by and between the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic (the "Agency"), and , an individual (the "Property Owner"). with reference to the following: A. The Property Owner is fee owner of record of that certain real property (a portion of the "Property Cn.'ner's Parcel") located in the City of Huntington Beach. County of orange. State of California legally described in the attached Exhibit "A". The Property Owner's Parcel is the subject of a Disposition and Development Agreement between the agency and the Property Owner (the "Agreement"). E. The Property Owner's Parcel is Within the Plain Pier Redevelepment Project.Area (the "Project") in the City of Huntington Beach and is subject to the provisions of the "Redevelopment Plan" for the Project adopted by Ordinance No. 2578 as amended by Ordinance Number 2634 by the City Council of the City of Huntington Beach. r+ 03/25/93 ATTACHMENT 140. 9A 1927Q/2460/09 Page 1 of 9 ter' C. The Agreement provides for the execution and recordation of this document. Except as otherwise expressly provided in this Agreement, all terms shall have the same meanings as set forth in the Agreement. NOW, THEREFORE, THE AGENCY AND THE DEVELOPER AGREE AS FOLLOWS: 1. Property Owner agrees to comply with all provisions relating to the development of his parcel as provided in the Agreement. Such provisions include but are not limited to Section 107, Representation and warranties as to the Property Owner's Parcel; Sections 301 to Section 308, Development of the Site as it relates to his parcel; Sections 310 to 315. Regulating Encumbrances; Section 401, Uses; Section 402, Maintenance of his parcel; Section 500 et !eq., general provisions; Section 600 et seq., Defaults and Remedies; and Section 700 et seq., Special Provisions all as relates specifically to issues concerning that individual Property Owner's Parcel. 2. Non -Discrimination The Property Owner, on behalf of itself and its successors, assigns, and each successor in interest to the Property Owner's Parcel or any part thereof, hereby covenants and agrees: (a) To use, devote, operate and maintain the Property Owner's Parcel and each part thereof, for the purposes and the residential uses specified in the Agreement and in the Redevelopment Plan. (b) Not to discriminate upon the basis of sex, marital status. race. color, creed, religion, national origin. or ancestry in the sale, lease, sublease, transfer or rental, or in the use, occupancy, tenure, or enjoyment of the Property owner's Parcel or any improvements thereon, or of any part thereof. Each and every deed, lease, and contract entered into with respect to the Property Owner's Parcel shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (1) In deeds: "The grantee herein covenants by and for itself, it successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of any person or group of persons on account of sex, marital status, race, color, creed, religion, national origin, or ancestry in the sale, lease, rental. sublease, transfer, use occupancy, tenure, or enjoyment of the land herein conveyed, nor shall the grantee itself or any persons claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees. subtenants. sublessees, or vendees in the land herein conveyed. The foregoing covenants shall run with the land." 03/2S/93 ATTnCFJ1E14T 110. 9A 1927Q/2460/09 Page 2 of 9 (2) In leases: "The lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or throuah them, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of sex, marital status, race, color, creed, religion, national origin. or ancestry, in the leasing, renting, subleasing, transferring, use, occupancy, tenure, or enjoyment of the land herein leased nor shall the lessee itself, or any person claiming under or through it, establish or permit 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 land herein leased." (3) In contracts: "There shall be no discrimination against or segregation of, any persons, or group of persons on account of sex, marital status, race, color, creed, religion, national origin, or ancestry in the sale, lease, rental. sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land." 3. Inspection. To the extent permitted by law, the City of Huntington Beach and the Agencv shall have the right of entry, at reasonable hours and upon no less than thirty (30) days advance notice, onto the Property Owner's Parcel to inspect for the need for repairs or maintenance. Entry onto the Property Owner's Parcel or into any unit for other than emergency repairs may be made only after such advance notice and request for entry. If request for entry is denied or the Property Owner's Parcel or applicable unit is unoccupied, the City or Agency may apply for an appropriate warrant or other order from a court of appropriate jurisdiction. 4. Exterior Maintenance. The exterior areas of the Property Owner's Parcel shall be kept free of rubbish, debris and other unsightly or unsanitary materials. The requirements in this Section shali also bt incorporated into any covenants, conditions 'and restrictions which are administered by an association of owners in the Property Owner's Parcel or any portion of the Property Owner's Parcel. ,� 0;/25/93 ATTACHSIE11T 14O. 9A 1927Q/2460/09 Page 3 of 9 a. Project Improvement. Maintenance and Repair (1) Land Use Areas and Improvenents (a) Exterior yard areas and parking areas shall be kept free of deterioration, including: (i) Potholes (ii) Cracks in asphalt so as to become uneven, unsightly surface conditions (iii) Weeds growing through asphalt. (b) Perimeter fencing, landscaping and irrigation system shall be routinely inspected and maintained in good condition. b. Each occupant of the Property Owner's Parcel shall have the affirmative obligation to prevent what might be considered a fire hazard or a condition dangerous to the public health, safety and limited welfare; or constitute an unsightly appearance or otherwise detract from the aesthetic and property values of neighboring d-jelling units and properties. The following Minimum performance standards for the maintenance of buildings. yards, and landscaping shall be adhered to by the Property Owner: (1) Landscaping on the Property Owner's Parcel shall be absent of the following: following: (a) Lawns with grasses in excess of six (6) inches in height. (b) Untrimmed hedges. (c) Trees, shrubbery, lawns and other plant life dying from lack of water or other necessary maintenance. (d) Trees and shrubbery grown uncontrolled without proper pruning. (e) vegetation so o•.ergrown as to be likely to harbor rats or vermin. (f) Dead, decayed or diseased trees, weeds and other vegetation. (g) Inoperative irrigation system(s). (2) Yard areas shall be maintained so as to be absent of the (a) Broken or discarded furniture, appliances and other household equipment stored in yard areas for periods exceeding one (1) week. 03/25/93 ATT,!kCHMZNT 110. 9h 1927Q/2460/09 Page 4 of 9 �l (b) Packing boxes, lumber, trash, dirt and other debris stored in yards for unreasonable periods in areas visible from public property or neighboring properties. (c) Unscreened trash cans, bins or containers stored for unreasonable periods in areas visible from public streets and common areas. (3) No building, :all or fence may be left in an unmaintained condition so that any of the following exist: (a) Buildings abandoned, boarded up, partially destroyed or left unreasonably in a state of partial construction. (a) Unpainted buildings or buildings with peeling paint in such a condition as to: i. Cause dry rot, warping and termite infestation; or ii. Constitute an unsightly appearance that detracts from the aesthetic or property values of neighboring properties. (c) Broken windows, constituting hazardous conditions and/or inviting trespassers and malicious mischief. (d) Damaged Garage doors that may become inoperative or unsafe to operate. (e) Graffiti remaining on any portion of the property for a period exceeding five (5) days. (f) Building interiors and exteriors shall be maintained to meet standards of similar residential property in the City of Huntington Beach. S. Agency and City Riaht of Review and Enforcement The Agency is a party to this Declaration and the City of Huntington Beach ("City") is hereby expressly made a third party beneficiary to this Declaration for the limited purposes as specified herein as follows: a. Chanaes or amendments to this Declaration must be submitted for City and Agency revievy and approval. b. In the event of inaction by the Property Owner, the City and Agency are hereby granted expedient power to enforce all provisions of this Declaration including, but not limited to, the maintenance of the Improvements and all yards, buildings and landscaping areas within the Property Owner's Parcel. All costs and expenses incurred by the City and/or the Agency arising 03/25/9-1 ;MACHNEUT NO. 9A 1927Q/2460/09 Page 5 of 9 out of such enforcement and maintenance shall be charged as an expense of the Property Owner and shall be paid within ten (10) days of receipt of an invoice for same. +� C. The Citv and Agency are hereby granted the express power to enforce all laws and ordinances of the State of California and/or the City of Huntington Beach on yards, structures, and private parking areas within the Property Owner's Parcel. Nothing within this Declaration, however, shall be construed as imposing an obligation or requiring the City or Agency to enforce any provision thereof. d. The City and the Agency shall be given prior written notice of any proposed amendment to this Declaration. Such notice shall be given by mailing a copy of the precise language of the proposed amendment to the City of Huntington Beach, c/o City Clerk, together with a letter of transmittal explaining the proposed change in limited terms. The City and the Agency shall have an opportunity to review and comment upon the proposed amendment for a period of not less than forty-five (45) days prior to the effective date of any such proposed amendment. If the City or Agency fail to respond within forty-five (45) days, the proposed change(s) and amendment(s) shall be deemed approved, unless that time period is extended by mutual agreement of all parties. 6. City of Huntington Beach Riaht of Entry for Code Enforcement, Repair and Traffic Regulation (a) Ri ht of Entry. To the extent permitted by law, Property Owner hereby acknowledges and intends and thus grants to the City and the agency, through the City's duly authorized agents or employees, the right to enter upon the Property Owner's Parcel for the following purposes: (1) Inspection, maintenance and repair of the property Owner's Parcel. (2) Enforcement of local traffic and/or parking regulations. (b) Reimbursements of City Expenditures. All costs and expenses incurred by the City and/or the Agency arising out of its inspection, maintenance and repair of the Property 0wner's Parcel, as provided hereinabove ("City 1aintenance Costs"), shall be charted as an expense of the Property Owner and shall be paid within ten (10) days of receipt of an invoice for same. (c) Assessments and Lien Rights of the City. If City Maintenance Costs and/or those costs incurred relating to enforcement or maintenance as set forth in Section 10 above of this Article are not paid within thirty (30) days from the date due, said unpaid costs and expenses shall become a special assessment against the Property Owner's Parcel and, upon confirmation by the City Council, shall be collected in the same manner as real property taxes and shall be subject to the same penalties, procedures and sale in case of delinquency as is provided for real property taxes. O3/25/93 ATTACHMENT 110. SA 1927Q/2460/09 Face 6 of 9 7. 11ortcaae Protection Notwithstanding any and all provisions elsewhere in this Declaration to the contrary, in order to induce lenders and investors to participate in the financing of the Property Owner Improvements, the following provisions are added hereto, and, except as to the effectiveness and enforceability of the Affordable Unit requirements set forth herein, to the extent these added provisions conflict with any other provisions of this Declaration, these added provisions shall control; (a) Any mortgagee or third party foreclosure purchaser who comes into possession or who obtains title to the Property Owner's Parcel pursuant to the remedies provided in the mortgage or foreclosure of the mortgage, or by deed or assignment in lieu of foreclosure, will not be liable for such Property Owner's Parcel's unpaid charges which accrue prior to such possession or acquisition of title. The assessment liens provided for herein shall be subordinate to the lien or equivalent security interest of any mortgage recorded prior to the date any such charges become due. Such subordination shall apply only to assessments which accrue prior to a sale or transfer of such Property Owner's Parcel pursuant to a decree of foreclosure or trustee's sale. Such sale or transfer shall not relieve such Property Owner's Parcel fron liability for any assessments thereafter becoming due or from the lien of any such subsequent assessment. (b) Mortgagees shall have the right to examine the books and records of the Property Owner during normal business hours. (c) In the event of substantial damage to or destruction of the Property Owners Parcel or any portion thereof, the mortgagee of any mortgage on the Property Owner's Parcel shall be entitled to timely written notice of any such damage or destruction, and no provision in this Declaration shall be interpreted to entitle the Property Owner or any other party to priority over any rights of the mortgagee of the Property Owner's Parcel pursuant to its mortgage in the case of a distribution to such Property owner of insurance proceeds or condemnation awards for losses to or a taking of the Property Owner's Parcel. (d) if the Property Owner's Parcel or portion thereof is made the subject matter of any condemnation or eminent domain proceeding or is otherwise sought to be acquired by a condemning authority, then the mortgagee of any mortgage will be entitled to timely written notice of any such proceeding or proposed acquisition, and no provision in this Declaration shall be interpreted to entitle the Property Owner or any other party to priority over such mortgagee with respect to the distribution to such lot of the proceeds of any award or settlement. (e) As used in this Section 12, "mortgagee" means any mortgagee under a mortgage which is a lien of record mace in good faith and for value, or a junior lien of record made in good faith and for value by the City, the J~cencv or an institutional lender in order to assist in the financing of the ccnstruction of the Improvements. 03/25/93 ATTACHMENT 1-10. 9A 1927Q/2460/09 Page 7 of 9 tJ M No violation of this Declaration shall render- invalid or defeat the mortgage of the first mortgagee. S. Miscellaneous Provisions a. If any provision of this Declaration or portion thereof, or the application to any person or circumstances, shall to any extent be held invalid, inoperative or unenforceable, the remainder of this Declaration, or the application of such provision or portion thereof to any other persons or circumstances, shall not be affected thereby; it shall not be deemed that any such invalid provision affects the consideration for this Declaration; and each provision of this Declaraticn shall be valid and enforceable to the fullest extent permitted by law. b. This Declaration shall be construed in accordance with the laws of the State of California. C. In the event action is instituted to enforce any of the provisions of this Declaration, the prevailing party in such action shall be entitled to recover from the other party -thereto as part of the judgment, reasonable attorney's fees and costs. d. The Property Owner shall be required to take all reasonable steps necessary to insure that each tenant and all assignees, and transferors have knowledge of all terms and conditions of this Declaration. 9. Runs with the Land The covenants and agreements established in this Agreement shall, without regard to technical classification and designation, be binding on the Property Owner and any successor in interest to the Property Owner's Parcel, or any part thereof, for the benefit of and in favor of the Agency, its successor and assigns, and the City of Huntington Beach. The covenants against discrimination contained in paragraph 2 shall remain in effect in perpetuity. All other covenants shall remain in effect for the term of the Redevelopment Plan as it may be amended from time time. III WITNESS WHEREOF. the Agency and the Property Owner have executed this Declaration of Conditions, Covenants and restrictions. Dated: REDEVELOPMEI-IT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic Bv• Chairman "AGENCY" t� 03/25/93 ATTAIMAENT 110. 9A 1927Q/2460/09 Page 6 of 9 ATTEST: Agency Secretary APPROVED AS TO F0RP1: Stradling, Yocca, Carlson & Rauth. Agency Special Counsel Dated: •IQ Dated: APPROVED AS TO FORH: Counsel to the Property Owner 8 I By: Its: "PROPERTY OWIER" 03/25/93 ATTACHMENT NO. 9A 1927Q/2460/09 Page 9 of 9 '93 06/01 07:27 %Y 7143754735 COULTRUP QJ 02 ATTEST: Agency Secretary APPROVED AS TO FORM P. Stre ling, Rocca, Catizon 6: au Agency Special Counsel Dated - 10 - 43 Dated: w (p - lfl - 9.1 , APPROVED AS TO FOP113 Counsel to the Property Owner £y It: By. It 03/25/93 ATTACIMENT TAU. 9h -_••••��rnrno page 9 01 9 STATE OF CALIFOPJ41A ss. ) On 61 &U9 3 , before me, _ �_�x-G. Al (name, tithe "Jane Doe; Notary Publt ), sonally appea ._����.-x__ /. , sicrner(s)), t%personally known to me -- OR ,/ proved to me on the basis of satisfactory evidence It (name(s) of to be the person(s) whose name(s) is/are subscribed to the within ins t and acknowledged to me that he/she/they execute he same in his/her eir authorized capaeity(ies), and that by his/he heir signatures) on t e instrument the person(s), or the entity upon be -half of which the person(s) acted, executed the instrument. CAPACITY CLAIRED ST SIGNER: Individual Corporate Officer(s): _ Partner(s)t Attornev-in-Fact Trustee(s) _ Guardian/Conservator Other: seal. (Signature of Notary) Title(s) Limited General SIGNER IS REPRESENTING: Name of Person(s) or Entity(ies) ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE RUST BE ATTACHED TO THE DOCUIMIT DESCRIBED AT RIGHT: Title or Type of Document Number of Paaes Date of Document Sioner(s) Other Than Named Above: 03/25/93 1927Q/2460/09 ATTACHNEUT 170. 9A ATTEST: Agency Secretary APPROVED AS TO FORM: Stradling, Yocca, Carlson & Rauth. Agency Special Counsel Dated: Dated: APPROVED AS TO F0RM: Counsel to the Property Owner Sy: Its: %By: Its: "PROPERTY OWNER" 03/25/93 ATTACHl1ENT 110. 9A 1927Q/2460/09 Page 9 of 9 STATE OF CALIFORIuA ) sS. COUI= OF On L`�'I oL ,3 /' before me, ' .�✓.e (name, title ,�e�g. 'Jane Doe, Notary Public's p rsonally appeared t�7/✓a�arLf/. �t�1CC'�JioJ� Grr,�r.ta_ G°r���h:o�o iname(s) of signers personally known to me -- OR -- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to the that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official i PHYLLIS SCHROEDER R •- .%,'�: COM.M. 9958076 n !NOTARY PUBLIC-CALIFORNIA �p ORANGE COUNTY My COMMISSION EXPIRES MARCH 1. 1996 CAPACITY CLAIHED M1 SIC14ER: _ Individual Corporate Officer(s): Partner(s): Attornev-in-Fact Trustee(s) Guardian/Conservator Other: seal. Z, (Signature of Notary) Titles) Limited General SIGNER I5 REPRESE14TING: Name of Person(s) or Entitv(ies) ATTENTIOTI NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE Title or Type of Document TIUST BE ATTACHED TO THE DOCUHENT DESCRIEED hT RIGHT: Ilumber of Pacies Date of Document Sumer (s ) Other Than Named Above: 03/25/93 1927Q/2460/09 ATTACHMENT 140. 9A SPATE OF CALIFORI1IA ) ) 55. COMITY OF ) On .L�. Igoi3 before me. 4. Notary Publi '), persona: (riame, tit e„e.�.,-fie Doe, y _ _ signer(s)), y appearea �, — (name(s) of personally known to me -- OR -- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. ---- OMCIAL SEAL JANET E BINGO ' Notary Pubic - w-;oirua PICL 05 eln (Signature of N tary) ORItNGE COl1l�TY • ur Cw ne i*A E V Yw Jur 16 INS CAPACITY CLAIIIED BY SIGNER: _ Individual Corporate Officer(s): Title(s) _ Partner(s): Limited General _ Attornev-in-Fact Trustee(s) Guardian/Conservator Other: SIGNER IS REPRESENTING: Name of Person(s) or Entitv(ies) ATTENTION VOTARYs Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE RUST EE ATTACHED IO THE DOCUMENT DESCRIBED AT RIGHI: 03/25/93 1927Q/2460/09 Title or Type of Document Number of Paces Date of Document Sioner(s) other Than famed Above: ATTACHMENT 140. 9A FICIAL SEAL SUE SURACI Pubac-C.ol'on:a ss. STATE OF CALIFORI4IA COUNTY OF ) } personally known to me -- OR -- proved to me on the basis of satisfactory evidence to be the person( ) whose name( is/arc subscribed to the within instrument and acknowledged to me that executed the same iT authorized capacity , and that b his herlthe�ir signatuon the instrument the person( or the entity upon behalf of whicperson( acted, executed the i strument. 1 seal. M 14LP 'IA SVE St11tACl NOMY Pubwe-CcM"10 my CWrVMn Explrot 21. 1995 (Signature of Notary) ALOAt CAPACITY CLAIIIED EY SIGNER: individual Corporate Officer(s): Title(s) Partner(s): _ Limited General Attorney -in -Fact Trustee(s) _ Guardian/Conservator Other: SIGNER IS REPRESENTING: Name of Persons) or Entitv(ies) ATTENTION NOTARY; Although the information requested below is OPTIONAL. it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE Title or Type of Document DUST BE ATTACHED TO THE DOCULIENT DESCRIBED AT RIGHT : Dumber of Paces Date of Document Signer(s) Other Than Named Above: 03/2S/93 1927¢/2460/09 ATTACHMENT NO. 9A STATE OF CALIFORNIA ) COMM of � ) On (name, title, e.g., 'Jane_Doe,. sianertst), ss. �[� t before me. tar`.Pub1ic") ersonally appeared V 1 l i q 'n ^� ( name (s ) of personally known to me -- OR -- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies). and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted. executed the instrument. Witness my hand and official seas Comm # 978764 3 NOTARY RMIC•CAL1f01MA ort �e County _ azure of Notary) a " , My Corm Exerts Nov. 22.1996 -' CAPACITY CLAIMED BY SIGNER.- y( individual Corporate Officer(s): Title(s) Partner(s): Limited General Y Attorney -in -Fact Trustee(s) Guardian/Conservator Other: SIG14ER IS REPRESENTING t Dame of Personts) or Entitv(ies) ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE Title or Type of Document I1UST BE ATTACHED 10 THE DOCUI-IENT !lumber of Faces DESCRIBED Date of Document AT RIGHT: Sianer(s) Other Than Named Above: 03/25/S3 19279/2460109 ATTACHU MT 110. 9A '93 06/01 07:28 V 7143754735 COULTRUP Q 03 STATE OF CALIFORNIA } COUNTY OF ill ) ss. qt4. On I 4 1273 , before me, a a Ada A1� n�o (name, title, e.g., "Jane Doe, Notary Public ), personallly appeared — -� ,rQ.1V_----AUQp61;Ibe-rJ, R._C V3 (name(s) of signer(s) - personally known to me -- OR -- proved to me on the basis of satisfactory evidence to be the person(s) chose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures) -on the instrument the person(s). or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. j OMCFA.;. SEAL 3' '`10 9Y FJQUGCALIFCRMlA�� N •; �i:' LE A!4GELES C0U?,TY 3 (Signature of tary) f I;Y ;Csrl. EXP. JULY 0k 94 CAPACITY CLAIMED BY SIGHERs Individual Corporate Officer(s)s Partner(s): Attornev-in-Fact Trustees) _ Guardian/Conservator Other: Title(s) Limited General SIGNER IS REPRESENTING: Name of Person(s) or Entitv(ies) r- ATTENTION NOTARYs Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE Title or Type of Document 11UST BL ATTACKED M, .1a e� ' 4.Q9c. � TO ME D0CUIIEIaT f� dnkirrl YAcI s 9 - - DESCRIBED Bate of Document t0-10-93 .___ .... M HIGHI s Signer(s) Other Than Named Above- 03/25193 .. . - •^^ A"*ACPHENT 1.10. -yA REQUEST FOR CITY COUNCIL ACTION/ REDEVELOPMENT AGENCY ACTION APPROVED BY CITY COUNCIL/ 19V— My ED 93-21 Date July F, 1993 Submitted to: honorable Mayor/Chairman & City Council/Redevelopment Agency Submitted by: hlichael T. Uberuaba, City Administrator/Executive Director L�1 Prepared by: Barbara A. kaiser, Redevelopment Director Subject: Disposition And Development Agreement between Coultrup Companies & Birtcher Real Estate Limited and the Redevelopment Agency of the City of Huntington BeachiMain-Pier Redevelopment Project Area Consistent with Council Policy" (YJ Yes [ ] New Policy or Exception Statement of Issue, Recommendation, Analysis, Funding Source, Alternative Actions, Attachments $TATE'MENT OF ISSUE: Since July 15, 1991, the Redevelopment Agency staff has been in negotiations with the Coultrup Companies for development of a condominium project and 40,000 sf commerciallretail/restaurant project located at Main Street, Pacific Coast Highway, Walnut Avenue, and Sixth Street. A Disposition and Development Agreement (DDA) has been executed by Coultrup Companies, Birtcher Real Estate Limited and the Main - Pier Property Owners to implement this proposed project. RF,CO�iliN ENDED) COUi\'CIIJAGF.NCY ACTIOti': 1) Conduct a joint public hearing on the Disposition and Development Agreement; 2) Adopt City Council Resolution No, 6429, and Redevelopment Agency No. 240; 3) Approve the reallocation of $350,000 to be used for payment to Coultrup Companies in compliance with the terms of the DDA. ($200,000 upon DDA approval, $ I50,000 if Downtown Master Parking Plan denied);. 4) Direct the City Attorney to prepare a waiver and Release of Claims to be executed by Coultrup Companies prior to release of the $200,000, but not Iater than 30 days after approval of the DDA. ANALYSIS: The Redevelopment Agency has been attempting to develop a feasible plan for the redevelopment of these two blocks for the last 8+ years. Extensive negotiations with two different developers and the remaining property owners ended without success. The Agency's last attempt began with the issuance of a Request for Proposals in the fall of 1990. The RFP included an Owner Participation requirement, therefore, only submittals including the participation of one or more existing property owners would be eligible for consideration. In July of 1991, the Agency entered into a 120-day Exclusive Negotiation Agreement (ENA) with Coultrup Development Company and six of the Phase II property owners for the purpose of negotiating a Disposition and Development Agreement (DDA). Although the formal ENA expired in November of 1991, the Agency directed staff to continue good faith negotiations, as long as progress towards culminating an agreement was being made. The Coultrup Companies, Birtcher Real Estate Limited, the Property Owners, and staff have agreed to all the terms in the attached DDA. The Coultrup Companies and the property owners have entered into a General Partnership Agreement for the development of Block 104 (Attachment No. 11 to the DDA). The DDA calls for the proposed project consisting of approximately 40,000 sf of visitor -serving commercial space, including a mix of retail, restaurant, and offices. All of this visitor -serving commercial space will be located on Block 104 (bordered by Main & 5th streets, Pacific Coast Highway, and Walnut Avenue). Approximately 20,000 sf will be housed in a new two-story structure with 100 linear feet of storefront along Main Street. The remaining, approximate 20,000 sf will be located on Pacific Coast Highway in a three-story structure, with 90 linear feet of frontage. The residential element of the project is located in BIock 105 (bordered by 5th & bth streets, Pacific Coast Highway, and Walnut Avenue), directly northwest and adjacent to the visitor -serving commercial. The 80 condominiums will consist of various floor plans to include 34 one bedrooms, and 46 two bedrooms, ranging in size from 838 sf - 1,290 sf. The average projected sales price is $248,000, with most units having ocean views. The residential component not only enhances the economics of the project, the influx of new residents downtown will provide much needed patronage to the shops and restaurants in the off-peak season. Tleveloaer.(PartnershiR Obligations 1) Property Acquisition; Purchase Agency parcels for a total of $1,800,000 on Block 105. Exchange one parcel on Block 105 for one parcel on Block 104, with the Agency to pay an additional $99,000 to compensate the property owner. 2 2) Project Description: Develop a mixed -use project with approximately 40,000 sf in two commercial/office complexes along Main Street & PCH, an 80-unit condominium project on Block 105, and related parking, as entitlements specify. 3) Financing: Coultrup/Birtcher to provide financing for development, acquisition, and construction of Block 105. The property owners are responsible for providing financing for development and construction of Block 104. 4) Public Improvements: Developer to construct and pay for all offsite and onsite improvements for Block 105, with the exception of curb, gutter, and sidewalk adjacent to the Worthy parcel. 5) Hazardous Aiaterials: Developer will bear the cost of its own investigation and cleanup of parcels it owns. Developer may terminate if cleanup costs exceed $125,000. 6) Property Owner Business Expenses: Partnership is responsible for allocating $380,000 provided by the Agency to individual property owners for the purpose of covering any and all relocation, down time, and potential goodwill costs. 7) Equity Sharing: Developer will share 50% of residential sales revenues received above agreed upon threshold with the Agency (10% equity return, $3.2 million profit on sales). 8) Demolition: The partnership shall have demolished the existing commercial structures on Block 104 at their cost (except the Lane parcel) prior to transfer of the Agency and third -party parcels, and prior to the start of construction of the condominiums on Block 105. 9) Partnership: Partnership documents between the property owners and Coultrup Companies have been executed. Such documents define the relationship and responsibilities between the property owners and Coultrup Companies. 10) Guaranty: If the project is terminated because of the inability to finance Block 104 and/or Block 105, Coultrup Companies will return to the Agency $200,000 initially provided at the time of DDA approval. This provision is backed by an unsecured Coultrup Companies guaranty. 3 Bedevelopment Agency Obligations: 1) Property Disposition: Agency to sell its parcel, (including Wimpi's parcel) if acquired, to the developer for $1,800,000. 2) Public Improvements: The Agency is to construct, or cause construction of, all offsite public improvements for Block 104, as well as those curb, gutter, and sidewalk improvements adjacent to the Worthy parcel in Block 105 (estimated at $100,000). 3) Iiazardous Materials: The Agency is required to bear the cost of investigation and cleanup of any hazardous materials located on property currently owned before sale of the site, and up to $100,000 on parcels to be acquired. After disposition, the Agency is responsible to the extent of $200,000 for any supplemental cleanup worked required on its property, with the right to terminate if costs exceed $200,000. 4) Development Fees: The Agency is responsible for paying to the city any increase in development fees for a period of 10 months, after California. Coastal Commission approval of the Downtown Specific Plan/Downtown piaster Parking Plan (estimated at $200,000). 5) Business Expenses: The Agency is obligated to pay the partnership $380,000 to cover any and all relocation, down time, and potential goodwill costs, plus actual cost of relocating non -property owner commercial tenants (including Wimpi's, if acquired), and all residential tenants (estimated at $250,000). 6) Parking: Downtown piaster Parking Plan to be approved by the City Council and Coastal Commission. Agreement will terminate if Plan is not approved. 7) Eminent Domain: The Agency agrees to consider use of its eminent domain authority to purchase the Wimpi's site at its own expense, if necessary. Further, the Agency agrees to consider use of eminent domain for any partnership property owners' property that drops out of the deal, at the expense of the partnership. 8) Affordable Housing: Agency to assume responsibility for complying with the affordable housing requirements under Redevelopment Law. The Agency adopted the Replacement Housing Plan on July 20, 1992. The Affordable Housing Plan is scheduled for City Council action on July 6, 1993. 9) Reimbursement: Agency to provide developer with $200,000 upon execution of the DDA. Agency to provide Coultrup Companies an additional $150,000, if agreement terminated due to failure to obtain Downtown Master Parking Plan approval. 4 10) Financing: Agency to provide a maximum interest subsidy to the property owners not to exceed $490,000 to be negotiated directly with the lender, providing permanent financing for Block 104 only. 11) New Construction/Rehabilitation: Building shall be of new construction, with exception that Agency shall consider requests for individual reconstruction for the buildings owned by Mulligan, Draper, and Alfonso. The Agency, at its discretion, will determine if the buildings are to be reconstructed, rather than built new. Public Benefits of the Proposed Project: 1) The DDA furthers the objectives of the Community Redevelopment Law, and implements the Redevelopment PIan for the Main -Pier Redevelopment Project Area. 2) The DDA provides for removal of blight and upgrade of two city blocks with new development which will provide new property tax and sales tax revenues and new employment opportunities. 3) The proposed project is the most cost-effective proposal submitted to the Agency since redevelopment of the area was first proposed in 1984. 4) The project has tentative commitments for construction financing to complete both the commercial and residential portions of the project. 5) The development team of Birtcher and Coultrup are experienced in the development of mixed -use projects of the scope and magnitude as contemplated in the agreement. 6) The DDA provides maximum opportunity for owner participation, and minimizes the extent of property acquisition required to implement the project. 7) Development of the site completes the entryway to the downtown retail corridor, and complements the city's investment in a new pier structure, Pierside Pavilion, Pier Colony, Main Promenade parking structure, second block rehabilitation, and other redevelopment projects. 8) The project provides for the comprehensive development of the site under one master developer and one construction company. 5 Redevelopment Analysis: (Main -Pier Redevelopment Plan) The general objective of the Main -Pier Project Area is to improve, upgrade, and revitalize those areas which have become blighted because of deterioration, disuse, economic, physical, and social maladjustments. The Coultrup/Birtcher project, as proposed, meets the following objectives as defined in the Redevelopment Plan. 1) Eliminates blighting influences, including deteriorating buildings, incompatible and uneconomic land uses, inadequate public improvements, obsolete structures, and other physical, economic, and social deficiencies; improves the overall appearance of streets, parking areas and other facilities, public and private, and assures that all buildings are safe for persons to occupy. 2) Encourages existing owners, businesses and tenants within the Project Area to participate in redevelopment activities. 3) Provides adequate parcels and required public improvements so as to encourage new construction by private enterprise, thereby providing the city of Huntington Beach with an improved economic base. 4) Provides adequate public improvements, public facilities, open spaces, and utilities which cannot be remedied by private or governmental action without redevelopment. 5) Provides construction and employment opportunities in the development of these facilities, and provides employment opportunities in the operation of the proposed commercial facilities. 6) Provides for relocation assistance and benefits to Project Area residents and commercial tenants which may be displaced. Removal of Blight/Improvement of Tax Base: The two blocks located along Main Street and Pacific Coast Highway remain the two most dilapidated blocks within the downtown area. The properties include vacant lots, closed storefronts, seismically unsafe buildings, under-utilized properties, and inadequate public improvements. The project, as proposed by Coultrup/Birtcher, would provide for removal of these blighting influences and construction of new residential, office, and commercial uses consistent with the Redevelopment Plan for the area. The project would also complement the recently completed Pierside Pavilion and Pier Colony complex located directly adjacent to the southeast. Construction of new building swill provide an increased property and sales tax base for the city, and lead to an increase in City and Agency revenue. In addition, new 6 employment opportunities will be created in both construction of the facilities and long- term employment benefits in the commercial establishments. Economic Analysis: A Section 33433 Report has been completed and submitted by the Agency's economic advisors, Keyser Marston Associates, Inc., in conjunction with completion of the Disposition and Development Agreement (see attachment). Currently, Agency investment in land acquisition, relocation, and hazardous materials Remediation, stands at approximately $4,518,000. Additional land acquisition is estimated at $729,000. Costs for relocation, hazardous materials remediation, public improvements, and city fees total approximately $1,230,000. In addition, Block 105 predevelopment cost advance to Coultrup Companies is $200,000. The Agency's total investment will, therefore, be approximately $6,677,000. In addition, the Agency has contingent liability for an interest subsidy of $490,000 to the lender for the commercial properties, or $150,000 to Coultrup Companies if the Downtown Master Parking Plan is not approved. The Agency's contribution will be reduced by the developer's payment of $1,800,000 for the land, and tax increment revenues of approximately $1.7 million. In addition, the $200,000 payment to Coultrup Companies paid upon execution of the DDA will be repaid to the Agency. Therefore, the Agency's net investment is approximately $3.6 million. This may be further reduced by any Agency participation in the sales proceeds of the condominium units. The Agency's participation does not include any affordable housing set aside funds that may be allocated to meet this requirement of the project. The project will not proceed if a parking facility is required to be built. In that case, the developer will be entitled to $350,000 in reimbursement only. If the project were to proceed as planned, the following costs would be realized: Project Costs: Spent Jo Date Future Costs Land, Relocation, Toxics $ 4,518,000 Additional Costs $ 2,019,000 Additional Land Costs 6„10.000 Developer Land Payment-1,800,000 $ 5,148,000 Developer Reimbursement-200.000 $ 19,000 The Redevelopment Agency maintains the right to terminate the DDA if, within 30 days after the approval of the Downtown Master Parking Plan, the Agency at its discretion, determines it does not have sufficient funds to complete its obligations under the DDA. 7 The target market for the residential units of the project remains at approximately $248,000, which does well in sales throughout the city. Units with prices at $300,000 and above have been slow in selling along the Huntington Beach coastline. As a comparison to this Coultrup/Birtcher proposal, the previous proposal in negotiations with Griffin/Related Properties was identified as "Plan B-3." After analyzing the cost of the "Plan B- 3," it was determined that the cost of owner participation for this approach would not be feasible. The analysis performed by an independent economic consulting firm (Keyser Marston) indicated that over the life of the project, the cost benefit of this approach to the Agency, net of all returns, was an approximate loss of $16 million. Financing Commitment: The owner participants are currently negotiating with Liberty National Bank to provide Small Business Administration (SBA) loans for construction financing for the commercial storefronts along Main Street. Owners of property along Pacific Coast Highway will most likely be financed directly by the lender since they do not meet the minimum owner occupancy standards of SBA. According to bank representatives, they are optimistic that financing arrangements will be completed. Coultrup has brought in Birtcher Real Estate Limited as general partners to replace: the KN Group. Birtcher is interested in Huntington Beach for a number of reasons. Their corporate objectives include expansion into the residential area of development. They see a potential in Huntington Beach for developing a number of mixed -use projects in prime locations along the coastline. Birtcher has substantial experience in working with redevelopment agencies throughout California, and they have an excellent reputation in terms of project quality and completion. The addition of the Birtcher team substantially enhances the financial resources available for project financing, and increases the likelihood of project completion. Birtcher will work with Mitsui and Company (USA) on the development of this project. Birtcher's financial relationships include partners such as Aetna Life Insurance Company, Citicorp Real Estate, Inc., General Electric Investment Corporation, Mutual Life Insurance Company of New York, Teachers Insurance and Annuity Association, and cities throughout southern California. Development Team: Coultrup Companies was formed in 1984, and is a full -service real estate development firm. In conjunction with the former Coultrup Construction Inc., the company has completed projects in Huntington Beach, Long Beach, and Seal Beach. The company specializes in the acquisition and development of apartment, condominium, and office buildings. 8 Birtcher Real Estate Limited, is a joint venture between Birtcher and Mitsui and Company (USA) Inc., for real estate development on the Pacific Coast. Birtcher is the 19th largest developer in the United States, based in Laguna Niguel, with 6.5 million square feet under development. Mitsui and Company is an international trading company based in New York with a 1990 total revenue of $27 billion. The joint venture will emphasize single and multi -family developments, marking a return to residential building for Birtcher which has been concentrating on commercial development in recent years. Owner Participation: The DDA, as proposed, includes the participation of eight property owners, covering six separat-. properties. Only one property is contemplated for purchase at this time (Wood/Sarrabere/Goodman). Owner participation is strongly encouraged in the redevelopment plan for the Main -Pier Redevelopment Project Area. This high-level of owner participation significantly reduces the cost of the project to the Agency. The agreement also limits the Agency exposure to the participating owners for relocation, business down time, and goodwill losses to approximately $380,000. Further each property owner is responsible for the financing and construction of their portion of the new buildings. Failure to secure financing by each of the property owners and Birtcher is a reason for terminating the Partnership Agreement and Disposition and Development Agreement. It is intended that the Wood/Sarrabere/Goodman property will be acquired for integration into the condominium project. The site is currently developed with Wimpi's food stand. Resolutions of Necessity were adopted by the City Council on November 2, 1992, for this property. Completion of Downtown Entryway: Completion of the proposed Coultrup/Birtcher project would provide for revitalization of the two remaining major blocks within the downtown area. The Agency and City have made substantial investments in public facilities such as the new pier, surfing museum, art center, Main Street public improvements, new water and sewer lines, and assistance to developers in construction of commercial and residential buildings, including the Abdelmuti project at 101 Main Street. Approval of the Coultrup/Birtcher DDA would significantly complete the master plan for downtown as contemplated many years ago. The project in its size and scope attempts to be consistent with the "village concept" for the downtown. The Plan preserves the integrity of a Main Street retail and commercial corridor, while providing residential buildings to support the commercial corridor. The Master Plan for the downtown core is intended to be compatible with the adjacent transitional areas and the surrounding residential neighborhoods. Outside of the downtown core, the plan calls for commercial uses which are compatible with the adjacent residential uses, and also enhances and reinforces the primarily residential character of the area. The establishment of secure private residential uses adjacent to, but adequately buffered from the public areas is one of the objectives of the plan. In addition, the project preserves the historic Worthy building for future renovation, a primary concern identified during environmental review of the project. Fifth Street is maintained as a public street to preserve view corridors and access to other businesses located further inland along Fifth Street. Comprehensive Development: The advantage of the Coultrup proposal is that one master developer and one master contractor will be used to develop both blocks within the project. This concept provides for greater cost efficiencies and greater assurance that the project will be completed. Related Issues: rkin¢ - Currently under review is the Downtown Master Parking Plan which will substantially affect the commercial parking requirements for the downtown area, including the Coultrup/Birtcher project. It is anticipated that this Master Plan will be considered by the Coastal Commission in early 1994. Attached is a report (Exhibit A) from Ron Hagan, Director of Community Services, related to the past operating performance of the Main Promenade Parking Structure. The report indicates that construction of a second parking structure would be financially infeasible due to current usage of the existing parking structure. Commercial Feasibility Qn PCH - At the request of the City Council, Keyser Marston Associates was requested to prepare a brief analysis of the feasibility of commercial development as part of the residential project located along PCH, between Fifth & Sixth streets. Their report is attached (Exhibit B), and concludes that a mixed -use project in this location is not feasible. History of the Development Site: Since late 1984, the Agency has been attempting to put together an Owner Participation Agreement/Disposition and Development Agreement with property owners and various developers for the Main -Pier Phase I1 project. The proposed mixed -use project consists of the two blocks bordered by Main & Sixth streets, Pacific Coast Highway, and Walnut Avenue. 10 After concluding a Request for Proposals process for the Main -Pier Phase II project on March 24, 1986, the Agency approved a Negotiation Agreement with the Main -Pacific Property Owners. The original proposal submitted by the property owners and the developer of record at that time, A-M Equities, called for a mixed -use project consisting of 275 residential units and 100,000 sf of commercial. On May 5, 1986, the Agency approved staffs recommendation that the proposed Development Concept be revised to reduce the project density (to approximately 240 units), and that plans and a pro forma be submitted reflecting this change. The Agency also directed -staff to require the developer to submit a duly executed Agreement between the property owners and A-M Equities, setting forth the rights and obligations of each party by May 19, 1986, later extended to June 2, 1986. A-M Equities was not successful in putting together the above -described program, and was succeeded by a new developer, Griffin/Related Properties. Griffin's original proposal consisted of 220 residential units and 35,000 sf of new retail space. The final proposal known as "Plan B-3," consisted of 103 residential units and commercial /retail office space. An economic analysis of the "Plan B-3," demonstrated the infeasibility of pursuing this plan because of the bottom -line, negative cost of approximately $16,000,000. On September 17, 1990, the Redevelopment Agency authorized staff to prepare and issue a Request for Proposals for a two -block, mixed -use development for the Main - Pier Phase II project. This direction was given after previous negotiations with prior developers and the property owners were not successful. Development parameters were included in the RFP. Alternative actions considered by the Agency, but rejected, included issuing a RFP to all property owners, as well as all interested parties or negotiating with property owners, for the rehabilitation of their existing buildings. On December 11, 1990, the city's Community Development Department determined that the existing building at 101 Main Street was "unsafe to occupy" because of the loosening and falling of bricks from the facade, and was therefore, vacated and closed. At that time, the property owner revived old plans that called for the rehabilitation of the existing two-story structure. Allowing the property owner to proceed with rehabilitation would have ensured that the City/Agency would not receive the street and plaza dedications and setbacks as already provided across the street on the Pierside Pavilion project. Further the owner would have been permitted to retain the then existing non -conforming second story apartment uses. 11 Therefore, the Agency directed staff to negotiate an agreement with the property owner that would enable the Agency to achieve its goals of the Main Pier Redevelopment Plan, and yet be an economically viable plan for the participant to develop. The Agency successfully concluded negotiations with Mike Abdelmuti for development of his corner property on May 28, 1991. Two proposals for the balance of the two -block site were submitted to the Redevelopment Agency on December 26, 1990, for the Main -Pier Phase I1 project - Main -Pier II Property Owners Association, in partnership with Coultrup Development Company and Sheldon L Pollack Corporation. The Pollack proposal did not include owner participation. The Coultrup proposal includes all property owners (Mulligan, Johnson, Cracchiolo, Bagstad, Mase, Draper, Alfonso, and Geilim), except Lane and Wood/Sarrabere/Goodman. According to the developer, Wood/Sarrabere/Goodman is not interested in participating in a development of the block and they did not respond to the RFP. The Lane's, in a separate letter to the Agency, indicated that they plan their own extensive improvements to their property. On July I5, 1991, the Agency approved an Exclusive Negotiation Agreement with the CouItrup Development Company, in partnership with the Main -Pier Phase II Property Owners Association, to terminate on November 15, 1991. Although the November 15 deadline for completion of a DDA was not met, the City Council directed staff to continue negotiations, and provided direction related to these negotiations on several occasions. 'DIN F: Reallocation of funds previously approved in the 1993-1994 fiscal year budget for Main- Pier Phase II/Coultrup demolition, relocation and toxic remediation costs. AITFRNATIVF ACTION: 1) Continue the public hearing and consideration of the DDA. ATTACHMENTS: 1) Property Owner Site Map. 2) Redevelopment Agency Resolution. 3) City Council Resolution. 4) Health & Safety Code Report 33433. 5) Disposition and Development Agreement. 6) Exhibit A. 7) Exhibit B. MTU/BAK/KBB:ls 12 BLOCK 105 Worthy Sixth Street Main -Pier Phase If Existing Property Owners WolnutAvenue Fifth Street BLOCK 104 Lane -'1VCWe ` Alfonso - I 4. t :'Mvlli9 anAcErcy k s 4 _ t v v .. a its W d r Pacific Coast Highway ®Redevelopment Agency Coultrup Abdelmuti Property Owners Development Company Main Street �S Nof fo Scots o Nov 11, 1992 , 4%r�-CFI. �" SUMMARY REPORT PURSUANT TO SECTION 33433 0 of the `' •. C��i,. CALIFORNIA COMMUNITY REDEVELOPMENT LAW�� on a `9✓� DISPOSITION AND DEVELOPMENT AGREEMENT by and between the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, COULTRUP COMPANIES, MAIN PIER PHASE II PARTNERSHIP, AND BIRTCHER REAL ESTATE LIMITED This summary report has been prepared for the Huntington Beach Redevelopment Agency ("Agency") pursuant to Section 33433 of the California Health and Safety Code. This report sets forth certain details of the proposed Disposition and Development Agreement ("Agreement") between the Agency, Coultrup Companies, Main Pier Phase II Partnership (Property owners) and Birtcher Real Estate Limited (BREL). The Agreement requires the Property Owners to develop the privately owned portion of Block 104, bounded by Main Street, Walnut Avenue, 5th Street and Pacific Coast Highway with a mix of commercial uses. The Agency must purchase the privately a owned parcels on Block 105, bounded by 5th Street, Walnut Avenue, 5th Street and Pacific Coast Highway to allow for BREL to construct 80 to 90 condominium units. The proposed residential and commercial development is located in the Main Pier Redevelopment Area in the City of Huntington Beach. This report describes and specifies: 1. The cost of the proposed agreement to the Agency, including relocation costs, site clearance costs, toxic remediatibn costs, infrastructure costs and public parking costs; 2. The estimated value of the interests conveyed, determined at the highest uses permitted under the Redevelopment Plan; and 1 3. The purchase price to be paid for the interests being conveyed. This report and the proposed Agreement are to be made available for public inspection prior to the approval of the Agreement. A. SALIENT POINTS or THE AGREEMENT 1. Property Owner Responsibilities Under the proposed Agreement, the Property Owners have the following Block 104 responsibilities. These responsibilities will be fulfilled by a partnership comprised of the various owners of the Block 104 properties and Coultrup Companies: a. The Property Owners will demolish the existing commercial structures on Block 104. b. The Property Owners will design and develop Block 104 with 47,500 square feet of commercial buildings comprised of retail and office uses, respecting the separate ownership of the parcels on Block 104. The commercial development will be an integrated complex in conformance with the Main -Pier Project Area Plan. C. The Property Owners are responsible for all on -site improvements on Block 104. d. The Property Owners must contribute to the toxic clean-up costs incurred on Block 104, to a maximum of $125,000. 2. BREL Besponsibilities Under the proposed Agreement, within three years of DDA execution, BREL and Coultrup Companies must fulfill the following Block 105 responsibilities: F a. BREL agrees to purchase the 71,452 square foot parcel from the Agency for $1.8 million. b. BREL is responsible for demolishing the existing improvements located on the Block 105 properties currently under private ownership. C. BREL agrees to construct 8o to 90 condominium units and a subterranean parking garage with sufficient spaces to meet the City code. d. BREL is responsible for all on -site and off -site improvements on Block 105, except that portion adjacent to the Worthy Property, to be paid by the Agency. e. As a part of the land acquisition payment, BREL has agreed to incorporate a participation formula which allows the Agency to share in the project's net profits. The participation formula will be based on the project revenues generated in excess of the approved development costs, a 10% annual return on equity .investment and a threshold profit of $3.2 million. Thereafter, the Agency would share in 50% of the subsequent revenues generated by the Block 105 project. The proposed participation formula will be impacted by fluctuations in the allowable development costs, the sales revenues and the time period required to sell the units. Based on current development cost and sales revenue estimates, the Agency will =t receive any participation income. only if the project is significantly more successful than is currently anticipated, will the Agency receive any participation income. 3 f. At the time Block 105 is conveyed, BREL must repay the Agency advance of $200,000 in predevelopment expenses. If the agreement is terminated, Coultrup Companies shall be responsible for the repayment. 3. Agency Responsibilities After the completion of the Block 104 development, and upon commencement of Block 105 development, the Agency is responsible for and shall commit the following to the project: a. Exchange Agency owned property, including 39.5 feet of street, frontage plus $99,000 for the Cracchiolo property that includes 50 feet of street frontage. b. Purchase the third party parcel necessary to complete the assemblage of the Block 105 site. The acquisition costs are estimated at $630,000, based on an appraisal conducted February 1992. C. Finance the public improvements required for Block 104, and the off -sites required around the perimeter of the Worthy property, estimated at $100,000. d. Compensate the Block 104 Property Owners and tenants for $630,000 in relocation expenses. e. Pay any increased City permits and fees costs imposed between date of Agreement approval and ten months after the approval of the Downtown Specific Plan by the California Coastal Commission. This cost is estimated at $200,000. f. Advance $200,000 as reimbursement for Block 105 predevelopment expenses. 4 B. g. Finance the investigation and clean-up of toxics on the Agency -owned parcels on both Block 104 and Block 105, not to exceed $200,000. As a separate obligation, the Agency shall pay any necessary clean-up costs on the Sarrabere/ Wood/Goodman parcel, in an amount equal to'$100,000. h. Provide housing units to meet the State mandated inclusionary housing requirements. COST OF AGREEMENT TO AGENCY The estimated costs of the Agreement to the Agency are as follows: Land Acquisition, Relocation and Toxic Remediation Costs Already Expended $4,518,000 Land Acquisition (Block 104) 99,000 Land Acquisition (Block 105) 630,000 Block 104 and 105 Public Improvements 100,000 Relocation Costs 630,000 Increased City Permits & Fees 200,000 Block 105 predevelopment cost advance 200,000 Toxic Remediation Costs - Agency Parcels 200,000 Toxic Remediation Costs - Third Party Parcels ___100.000 Total Costs to Agency $61677,000 In addition, the Agency has agreed to accept the responsibility for two contingent liabilities: a. In the event the Downtown Master Parking Plan is not approved, the Agency will reimburse Coultrup Companies for $150,000 in predevelopment expenses. b. It is anticipated that the Block 104 development will not proceed until the Fall of 1994. At that time, the Property Owners may incur interest costs in excess of the 8% interest rate currently being estimated for the Block 104 commercial improvements. The Agency has agreed to 5 fund the net present value of the interest increase up to a maximum of two percentage points. Assuming that the maximum level of assistance is provided, the cost to the Agency is $490,000. The maximum costs to the Agency after inclusion of the contingent liabilities and offsets for the public revenues, are estimated at: Total Costs to Agency $6,677,000 Plus: Interest Rate Write -down 490,000 Plus: Block 104 Predevelopment Cost Reimbursement 150,000 Total Costs Including Contingent Liabilities $7,317,000 (Less) BREL Land Payment for Block 105 (1,800,000) (Less) BREL reimbursement for Block 105 predevelopment advance (2000000) (Less) 50% Equity Share in Net Profit _ (0) Net Costs to Agency $5,317,000 (Less) PV of Property Tax Increment Revenues (1,720,000) Net Costs to Agency After Tax Increment $3,597,000 C. ESTIMATED VALUE OF THE INTERESTS TO BE CONVEYED DETERMINED AT THE HIGHEST USE PERMITTED UNDER THE REDEVELOPMENT PLAN The terms of the Agreement call for the Property Owners to maintain ownership of Block 104, and for the Agency to convey Block 105 to BREL. The determination of the estimated value of the interests to be conveyed BREL was made by R.P. Laurain & Associates in an appraisal dated September 9, 1991. The appraisal identified the highest and best use permitted under the Redevelopment Plan as a high density residential project. The appraisal determined that the fair market value for that use is $4.65 million. 6 D. PURCHASE PRICE PAID AND REASONS FOR DIFFERENCE IN FAIR MARKET VALUE FOR THE HIGHEST USE UNDER THE REDEVELOPMENT PLAN As detailed in the September 9, 1991 valuation analysis performed by R.P. Laurain & Associates, Inc., the highest and best use of the Block 105 site is a high density residential development. The fair market value of the subject site is estimated at $4.65 million, or $65 per square foot of land area. However, the Agency has limited the scope of development to 80 condominium units. This reduction in density diminishes the supportable land value to $1.8 million. The purchase price plus the participation in net profits represent fair compensation for the subject site. The 33433 report for the Coultrup project estimates land acquisition, relocation and toxic remediation costs already expended as $4,158,000. These costs are comprised of: and Acauisitio Tharp Energy Conley Shupe Omohundro Terry City City Total Land Acq. Demolition/Toxics Relocation Total Sunk Costs $ 352,500 176,500 352,500 295,625 1,300,000 1,3821000 (77% of costs - balance to 63,905 Abdelmuti) 21,448 $3,944,478 573,500 $4,517,978 7 The contingent liability to reimburse the Property Owners for $150,000 in Block 104 costs is comprised of the following: If the parking plan is not approved 1500000 $150,000 8 ACKNOWLEDGMENT OF SATISFACTION OF OBLIGATIONS AND RELEASE OF CLAIMS BY COULTRUP AND BIRTCHER WHEREAS, the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH (the "Agency"), COULTRUP COMPANIES ("Coultrup") and BIRTCHER REAL ESTATE LIMITED ("Birtcher") are parties to that certain agreement executed on .July 6th, 1993, and known as the Disposition and Development Agreement by and among the Redevelopment Agency of the City of Huntington Beach and Coultrup Companies, Birtcher Real Estate Limited and Main Pier Phase It Partnership {the DDA); and The DDA requires the Agency to advance an amount equal to One Hundred Eighty Thousand Dollars 0180,000) and return Twenty Thousand Dollars ($20,000) to Coultrup or Birtcher, or Coultrup and Birtcher, upon Coultrup's submittal of referenced documentation of expenses; and The Agency has made payment to Coultrup pursuant to the DDA in the above -referenced amounts; NOW, THEREFORE, Coultrup and Birtcher do hereby agree as follows: SECTION 1. Coultrup, on behalf of itself and its officers, agents, partners, successors, assignees and representatives, and Birtcher, on behalf of itself and its officers, agents, partners, successors, assignees and representatives, fully releases and discharges the Agency and its officers, employees, agents, successors and representatives from all and any manner of rights, demands, liabilities, obligations, claims, or cause of actions, in law or equity, of whatever kind or nature, whether known or unknown, which arise from or relate in any manner to the obligations arising out of Section 2020 6) (Agency Assistance Advance). SECTION 2. As evidenced by their signatures below, Jon Coultrup, in his capacity as president of Coultrup, and Michael H. Voss, in his capacity as president of the managing general partner of Birtcher (Breicorp, a California corporation) hereby acknowledge and agree on behalf of themselves and on behalf of Coultrup and Birtcher, their agents, partners, successors, assignees and representatives, that all obligations arising out of §202, paragraph 16, of the DDA have been satisfied by the Agency's payment of Two Hundred Thousand Dollars ($200,000) to Coultrup. SECTION 3. The undersigned on behalf of themselves, their officers, agents, partners, successors, assignees and representatives further fully releases the Agency and its officers, agents, partners, successors, assignees and representatives and the City of Huntington Beach and its officers, agents, partners, successors, assignees and representatives from any and all claims, demands or legal actions, which they ever had, now have, or may have had, against the Agency or the City of Huntington Beach arising out of any interaction of any description whatsoever which took place prior to execution of the DDA between the Agency or City and Birtcher or Coultrup relating to the DDA or development of a project on or about the site described in the DDA. This release includes, but does not limit itself to, any claim, action, or demand which in any way relates to negotiations, informal or formal meetings, correspondence, agreements or discussion or submittal of plans or proposals, by or among the City, the Agency, Coultrup or Birtcher concerning the DDA, or a development project on or about the site described in the DDA, which occurred prior to the execution of the DDA. 2 IN WITNESS WHEREOF, the Agency and the Developer have signed this Agreement on the respective dates set forth below. The undersigned have read this release and understand all of its terms and execute it voluntarily and with full knowledge of its significance. COULTRUP COMPANIES M. Jo ouitr y - Fait e7 3ar : ,7� P esident BIRTCHER REAL ESTATE LTD., a California Limited Partnership By BREICORP, a California corporation managing general partner � By• U ichael H. Voss Date: 31 q3 President 3 rAL11FORNIA ALL-PURPOSE ACKNOWLEDGMENT_____ NO.s1e3 State of .ti County of I r ' .-On o, before mehj ' personally appeared Loe-t_Dd NAME. �■� OPTIONAL SECTION CAPACITY CLAIMED BY SIGNER ThoLO statute does not require a+• Notary 10 fill In the data below. doing so may prove Invakrable 10 persons relying an the dom nerlL INDIVIDUAL NOTARY PUBLIC* ❑ CORPORATE OFFICER(S) NAME(S) OF SIGNER(S) ❑personally known to me - OR roved to me on the basis of satisfactory evidence fff to be the person4whose name{ is/a►o subscribed to the within instrument and ac- knowledged to me that helsti0ti r executed the same in his/hklthi�k authorized capacity(#), and that by his/NWth'lkr signature(*on the instrument the personky OFFICIAL SEAL or the entity upon behalf of which the f JOyce E. Conavjay person acted, executed the instrument. „u0ThRyPv&JC CAL1FORULV Yao wt:an THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT: WITNESS my hand and official sea?. / SIGNATURE OF NOTARY 1 OPTIONAL SECTInu TITLE OR TYPE OF DOCUMENTXC _ NUMBER OF PAGES �� DATE OF ABOVEThough the data requested here is not required by law. R Coild preveml fraudulent reattaChMent of this form. SIGNER(S) OTHER THAN NAMED -- - -- - TITLEM) ❑ PARTNER(S) ❑ LIMITED GENERAL ❑ ATTORNEY -IN -FACT !] TAUSTEE(S) ❑ GUARDIARICONSERVATOR ❑ OTHER: SIGNER IS REPRESENTING: NAME OF PECSON(S) OR ENT)TY(IES) 01992 NATIONAL NOTARY ASSOCIATION * KW Remmet Ave., P.O. Box 7184 • Canoga Park CA 91 M-7194 06/03/93 10:26 i MULLIGAN'S PROPERTIES 7149693423 P. 05 ATTEST4 Agency Secretary APPROVED AS TO FORM Stridling, Yocca, Carlson & Rain , Agency Special Counsel Dated: (,101 Dated: APPROVED AS TO FORP1: r 4 Counse to the Property Owner 03/25/93 1927¢/2460/09 Its: By: Its. "PROPERTY OWNER" AT T ACXIIEI4T NO. 9A Page 9 of 9 STATE OF ULIFORNIA COMITY OF LJ/`GI1gP } ss. On \_ fu n e. 5, l (name,__title, e.g.. -"J _ne~Doe, slaner(s)). before me, otar Public" personally appeare LdD (name(s) of personally known to me -- OR -- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official • PHYLLIS SCHROEDER COMIM. #958076 t7 NOTARY Pl UC-CAUFORNIA ORANGE COUNTY C i MY COMMISSION EXPIRES MARCH 1, 1996 CAPACITY CLAIFIED S: SIGNER - Individual Corporate Officer(s): Partner(s): Attornev-in-Fact Trustee(s) Guardian/Conservator Other: seal. (Signatu a of Notary) Titles) Limited General SIGIMR IS REPRESENTING: Name of Person(s) or Entitp(ies) ATTENTION VOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUIl 11T DESCRIEED AT MGM: Title or Type of Document Plumper of Paaes Date of Document Signer(s) Other Than Named Above: 03/25!93 19279/2460/09 ATTACHMENT 110. 9A APPROVED AS TO FORH: Stradling, Yocca, Carlson & Raath, Agency Special Counsel COULTRUP COMPANIES, a Califc corporation By: Pres/ldent BIRTCHXR REAL E TATE HITED, a Calif rnia lim'ted p tnership a By: BREICORP., a California corporation, Managing General Partner By= Michael H. Voss, President "DEVELOPER" APPROVED AS TO FOP.I-I: Counsel to the Developer 03/25/93 ATTACHMENT 140. 9 1927Q/2460/09 Paae 9 of 9 APPROVED AS TO FOR11: 5tradling, Yocca, Ca lson & Rauth, Agency Special Counsel COULTRUP COMPANIES, a California corporation By : Jon T. Coultrup, President BIRTCHER REAL ESTATE LIMITED, a California limited partnership By: EREICORP., a California corporation, Managing General Partner By: 4� P chael H. Voss, President "DEVELOPER" APPROVED AS TO FOPJ•1: Counsel to the Developer 03/25/93 ATTACHMENT NO. 9 1927912460109 Page 9 of 9 ATTEST: Agency Secretary APPROVED AS TO FORM: Stradling, Yocca, Carlson & Rauth, Agency Special Counsel Dated: Dated: APPROVED AS TO F'ORPI: Counsel to the Property Owner �.i By: cthL . zts: "PROPERTY OWTIER" 03/25/93 ATTACMIENT NO. 9A 1927Q/2460/09 Page 9 of 9 Cc�J�,I? ATTEST: Agency Secretary APPROVED AS TO FORM: Stradling, Yocca, Carlson &- Rauth, Agency Special Counsel Dated: Dated : APPROVED AS TO FOR11: Counsel to the Property Owner Its: EY - A— �f : crl y, Lj— Its:Z "PROPERTY OWPIER" 03/25/91 ATTACHI-IEIIT NO. 9P. 1927912460/09 Page 9 of 9 ATTEST: Agency Secretary APPROVED AS TO FORII: - , Agv� (0,6" We-Lp - Stradling, Yocca, Carlson & Rauth, Agency Special Counsel Dated: Sy: (- 7r,- 93 xts: Wl Dated: - r By:\ xt5: "PROPERTY INIMI' baY., APPROVED AS TO FORII: Counsel to the Property Owner 03/25/93 ATTACMIEIIT NO. 9A 1927Q/2460/09 Page 9 of 9 REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH �r Chairuan ATTEST • APPROVED AS TO FORM 0 By Agency; Clerk Date _ �,� „� Agency Attorney REVIEWED AND APPROVED 4 r $5,000 = Architectural Services related to Main -Pier Phase II Plans, reflecting conditions imposed by staff in RCA for CUP. $15,259 - 1st Installment to be paid to Mr. Roberts upon DDA approval. i I Received by:x V Date: i 7r . CITY OF VILINTIN(-,TON REACH yH PO BOO +w 14,.NIAGTON 8ZAG.4. CA 9.64e d DATE P.O. NUM£ER GROSS AMOUNT DISCOUNT NET AMOUNT 8-2-93 1st INSTALIMFI/ARCHI $20,259.00 $20,259.00 SERVICES MAIN PIER PHASE II PLANS I TOIALS> $20,259.00 1$20,259.00 PAY TO THE OFC-En OF MICHAEL S. ROBERTS CITY OF ViUNTINGTON BEACEi P o sox ISO FlUtITINGTON EEACH. CALIFORNIA C�•F hV4dER 8-2-93 2X0 .g, j51 244820 $**20.259.00 CITY OF HUNTINGTON BEACH volt UNLESS FR S_NTED r-CH wrTr4IN 9' CAYS f flov.. DATE SAht1A 6A1+K CALIFORNIA , F+,J:a?'".•,iT[ihbEACHCFFICC�- 11424482011' 1:1220035l6l: 2091 ­0020911' RECEI Date: CITY OF HUNTINGTON BFAC1 i RD P 3 6Ux 1$0 MUNT1437CN 6LAC.H- CA 9i7 48 I DATE P.O. NUMBER GROSS AMOUNT DISCOUNT NET AMOUNT 6 -2-93 M-PIER PHASE II PRWE= DDA W/COULTRUP CD. f $188,385.00 $188,385.00 T07ALS> $188,385.00 $188,385.00 PAY TO THE ORDER OF CMTRUP CONSTRUCTION INC 13001 SEAL BEACH BL #300 SEAL BEACH, CA. 90740 VO:D UNLESS PRE S_NTEDF04 E'a•:ASr+�.L•. WITHIN WZ AvS FRCh. rA?:.. SANWA BAN[ CALIFORNIA EEACH r,FF:C,1 GA 9:11- 11'24482it1' CITY or HUNTINGTON BEACH P O. BOX 14-40 HUNTINGTON BEACH. CALIFORNIA ^;-E 44Vf[A 8-2-93 244821 1f,$: 244821 _2) $**288,385.0 CITY OF HUNTINGTON BEACH 1: 1 2 20035 i61: 2094n,00 2091t' � r�b�tfD 4T S =3-93 AD30urnro A4 ' - DDA Modifications Note: Page numbers given below correspond to the Page number of the DDA. The Strike Out "example"- represents deletions from the DDA. Bold and underlined "„example " represents additions which are new language or clarification. 1) Pg. 6 Coultru _Companies as guarantor (riot Jon Coultrup an individual) 2) Pg. 8 Birteber to have option t join the-block-104 partnership with Coultrum 3) Pg. 11: Cracchiolo to have the Agena-purchase his remaining 10 feet, 2 - 518 inches by 110 feet of provedy for the same amount ver square foot as jDaid by the Agency to Seraberel WoodlGoodman for their property at the corner or Pacific Coast Highway and 5th Street. 4) Pg. 11: Agency agrees to cooperate with Cracrhiolo with regards to a 1031 tax deferred exchange in favor of CrAcchiolo. 5) Pg. 11: Correction on parcel size to 39'- 9'-318" from 391- 9'-112" 6) Pg. 15 &: 16: In-the-eventAheQ y is-not-Awful-i"mending41e-Bowntown- Speei&44an:o-allow for tl►e prposed-Co rc-i$i-pr-o*-tto-be ful Fked- itl rHhenee"o-spaces aside fry the gravel-sp$e Culp No 9' then-this-agreement-shall-be—tometWly-terminated- Never the less the Agency - shall provide temnorary narking for this Block 104 commercial nroiect on Block 105 as shown on the site -plan on page 16-A. 7) pg. 17: Note that relocation and downtime distribution amounts are not in the Partnership Agreement and is attached hereto on pages 17 A & B. 8) Pg. 17: -fie pan ewnerfeleEatieost3he41-be dedu£tec� ff , payments-to4goel-404-Development-Pa tners "ny-ekhe-Owner-lteloc-ation Ametmt- In the event the Non -Owner relocation costs exceed the $250,000 allocation, the excess shall bj gaid by the Agency and shall not be deducted from the Owner Relocation Amount. Should the S250 000 in non owner relocation funds not be completely used then the Agency agrees to spend the unused portion within this nroiect as they see necessary. Agency to get written approval from the parcel owners prior to contacting their tenants or contracting with relocation firms to deal with their tenants. 9) Pg. 17 add to end of #10 " In the event the Planning Department does not allow Frank Alfonso to immediately continue with the CUP in existence the last time the building was rented then the Agency will pay Alfonso $3,000 per_ month for lost rent commencing from the City Councils Approval of the DDA and continue until funding of the construction loan per the time line in the DDA. Pagel of 2 A 10) pg. 24 add to center of bottom paragraph , which shall not exceed $200,000 for the agency and $125,000 as follows,$60 00 for the block 104 developer And $65,000 for the Block 105 developer, also on page 25 add same language to the end of the first sentence ill item #E3. l 1) pg. 25 add at end of the first sentence in item 93, Each individual_ developer on Block 104 shall be required to contribute up to $10.000 per parcel. This contribution is made first to cover contamination clean up on their individual property -and jecond to cover contamination clean up on another property owners property who is a paEU to this agreement. Each RroRerty owner shall contribute ant ual amount up to $10,000 per parcel except for Frank Alfonso who will only contribute towards his own Parcel. 12) Pg. 29 item (A) Strike out " If he A gene�ee ti-ve D ree�ec shal�ete i�ie and-Qbstjlute-disc�efrot},ivithi�hirty {39)-tla�s-e€4he-sppFaysi-e &peci€e-Plan by � the C-eest he�Age y-has-su -ient fumf"Yag ble Ee- piete�l�e€ s ebiig�ieos underthis-agreement: " ...then at the end of this item on page 30 add "_Developer shall also be entitled to a six month exclusive negotiating aereement with the agency to allow time to redesign and re -negotiate the pro;ert:' 13) Pg. 49 E. [705) Release of Claims This section is to be modified by City Attorney per discussion 4-14-1993 The following is to be included in the Conditional Use Permit RCA: 14) Main Street Buildings may be new anti/or reconstructed. hPIllddamod l.doc Page 2 of 2 GUARANTY AND AGREEMENT OF ELDON BAGSTAD THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH (the "Agency"), COULTRUP COMPANIES,-& California corporation, BIRTCHER REAL ESTATE LIMITED, a California limited partnership, and MAIN PIER PHASE II PARTNERSHIP, a California general partnership (the "Developers") have entered into a Disposition and Development Agreement dated as of , 1993 (the "Agreement"). The Agreement provides that ELDON BAGSTAD (the "Guarantor"), a general partner of the Main Pier Phase II Partnership for obligations relating to the Block 104 portion of the Site, shall make and deliver a guaranty as provided in the Agreement. R E C I T A L S A. The Guarantor will benefit by the Agreement. The Agreement will redevelop and increase commercial activity within the vicinity of the "Site" (as Site is defined in the Agreement). B. The execution by the Guarantor of this Guaranty is a condition but for which the Agency would not execute the Agreement. C. The Guarantor has reviewed this Guaranty and the Agreement with counsel of its choosing. In consideration of the execution of the Agreement and of other valuable consideration, receipt of which is hereby acknowledged: 1. Guarantor guarantees to each of Agency the full, timely and faithful performance by the Block 104 Developer of all of its obligations, duties, promises, covenants and agreements as set forth in the Agreement, including without limitation development of the Block 104 Developer Improvements and the payment of the Agenc..► Equity Participation Amount and all other consideration payable by the Block 104 Developer pursuant to the Agreement. Guarantor's obligations and rights hereunder are coextensive with the Block 104 Developer's and this guaranty doe: not seek to impose any greater responsibilities on the Guarantor than those responsibilities which.may be enforced against the Block 104 Developer. 2. This Guaranty is unconditional and may be enforced directly against the Guarantor. No extensions, modifications or changes to the Agreement shall release the Guarantor or affect this Guaranty in any way, and the Guarantor waives notification thereof. 03/31/93 51699/2460/09 Page 1 of 5 3. The Guarantor hereby waives all of the suretyship provisions of the California Civil Code Sections 2788 through 2855. 4. Guarantor waives: (a) any defense based upon any legal disability or other defense of Developer, any other guarantor or other person or by reason of the cessation or limitation of the liability of Developer from any cause other than full payment of all sums payable under the Agreement (including without limitation the Attachments thereto); (b) any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of Developer or any principal of Developer or any defect in the formation of Developer or any principal of Developer; (c) any defense based upon the application by Developer of the funds for purposes other than the purposes represented by Developer to Agency or intended or understood by Agency or Guarantor; (d) any defense based upon Agency's election of any remedy against Guarantor or Developer or both including, without limitation, election by Agency to exercise its rights under the power of sale set forth in the Deed of Trust (Attachment No. 7 to the Agreement) and the consequent loss by Guarantor of the right to recover any deficiency from Developer; (e) any defense based upon Agency's failure to disclose to Guarantor any information concerning Developer's financial condition or any other circumstances bearing on Developer's ability to pay all sums payable under the Agreement (including without limitation the Attachments thereto); (f) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other respects More burdensome than that of a principal; (g) any defense based upon Agency's election, in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code or any successor statute; (h) any defense based upon any borrowing or any grant of a security interest under Section 364 of the Federal Bankruptcy Code; (i) any right of subrogation, any right to enforce any remedy which Agency may have against Developer or any other guarantors and any right to participate in, or benefit from, any security for the Agreement or the Creditor Agreement (including without limitation the Attachments thereto) now or hereafter held by Agency; (j) presentment, demand, protest and notice of any kind; and (k) the benefit of any statute of limitations affecting the liability of Guarantor hereunder or the enforcement hereof. Guarantor agrees that the payment of all sums payable under the Agreement (including without limitation the Attachments thereto) or any part thereof or other act which tolls any statute of limitations applicable to the Agreement (including without limitation the Attachments thereto) shall similarly operate to toll the statute of limitations applicable to Guarantor's liability hereunder. Without limiting the generality of the foregoing or any other provision hereof, 03/31/93 5169Q/2460/09 Page 2 of 5 Guarantor expressly waives any and all benefits which might otherwise be available to Guarantor under California Civil Code Sections 2809, 2810, 2819, 2839, 2845, 2849, 2850, 2899 and 3433 and California Code of Civil Procedure Sections 580(a), 580(b), 580(d) and 726, or any of such sections. 5. Guarantor hereby waives and agrees not to assert or ,take advantage of (a) any right to require Agency to proceed against the Developer (or any guarantor other than the undersigned) or to pursue any other remedy in the Agency's power before proceeding against the Guarantor, (b) demand, protest, and notice which the Agency may be required to be provided to Developer under the Agreement, and (c) any duty on the part of Agency to disclose to Guarantor any facts Agency or the City of Huntington Beach now or hereafter know about the Site, the Agreement, or the Developer, regardless of whether Agency has reason to believe that any such facts materially increase the risks beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of all circumstances regarding the Site, the Agreement, the obligations of the Developer, the financial condition of the Developer or any of the Interested Persons and of all circumstances bearing on the risk of any obligation by Developer (and all of the Interested Persons) hereby guaranteed. 6. Guarantor shall have no right of subrogation and waives any right to enforce any remedy the Agency now has or may hereafter have against the Developer, and any benefit of, and any right to participate in any security now or hereafter held by Agency. :. The obligations of Guarantor hereunder are independent of the obligations of Developer and, in the event of default hereunder, a separate action or actions may be brought and prosecuted against Guarantor (or any other guarantor) whether or not Developer (or any other guarantor) is joined therein or a separate action or actions are brought against Developer. 8. In the event of any litigation between Agency and Guarantor arising out of this Guaranty, the prevailing party shall be entitled to recover its reasonable costs and attorney's fees. 9., 110 provision of this Guaranty can be waived nor can Guarantor be released from the obligations hereunder except by a writing duly executes: by the Agency. 10. Guarantor agree: to pay all reasonable attorney's fees and all other costs and expenses which may be incurred by 03,'31/93 5169Q/2460/09 rage 3 of 5 GUARANTY AND AGREEMENT OF BARBARA BAGSTAD THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH (the "Agency"), COULTRUP COMPANIES, a California corporation, BIRTCHER REAL ESTATE LIMITED, a California limited partnership, and MAIN PIER PHASE II PARTNERSHIP, a California general partnership (the "Developers") have entered into a Disposition and Development Agreement dated as of , 1993 (the "Agreement"). The Agreement provides that BARBARA BAGSTAD (the "Guarantor"), a general partner of the Main Pier Phase II Partnership for obligations relating to the Block 104 portion of the Site, shall make and deliver a guaranty as provided in the Agreement. R E C I T A L S A. The Guarantor will benefit by the Agreement. The hareement will redevelop and increase commercial activity within the vicinity of the "Site" (as Site is defined in the Agreement). B. The execution by the Guarantor of this Guaranty is a condition but for which the Agency would not execute the Agreement. C. The Guarantor has reviewed this Guaranty and the Agreement with counsel of its choosing. In consideration of the execution of the Agreement and of other valuable consideration, receipt of which is hereby acknowledged: 1. Guarantor guarantees to each of Agency the full, timely and faithful performance by the Block 104 Developer of all of its obligations, duties, promises, covenants and agreements as set forth in the Agreement, including without limitation development of the Bloc: 104 Developer Improvements and the payment of the Agency Equity Participation Amount and all other consideration payable by the Block 104 Developer pursuant to the Agreement. Guarantor's obligations and rights hereunder are coextensive with the Block 104 Developer's and this guaranty does not seed; to impose any greater responsibilities on the Guarantor than those responsibilities which may be enforced against the Block 104 Developer. 2. This Guaranty is unconditional and may be enforced directly against the Guarantor. Ila extensions, modifications or changes to the Agreement shall release the Guarantor or affect this Guaranty in any way, and the Guarantor waives notification thereof. 03/31/93 5169Q/2460/09 Page 1 of 5 3. The Guarantor hereby waives all of the suretyship provisions of the California Civil Code Sections 2788 through 2855. 4. Guarantor waives: (a) any defense based upon any legal disability or other defense of Developer, any other guarantor or other person or by reason of the cessation or limitation of the liability of Developer from any cause other than full payment of all sums payable under the Agreement (including without limitation the Attachments thereto); (b) any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of Developer or any principal of Developer or any defect in the formation of Developer or any principal of Developer; (c) any defense based upon the application by Developer of the funds for purposes other than the purposes represented by Developer to Agency or intended or understood by Agency or Guarantor; (d) any defense based upon Agency's election of any remedy against Guarantor or Developer or both including, without limitation, election by Agency to exercise its rights under the power of sale set forth in the Deed of Trust (Attachment No. 7 to the Agreement) and the consequent loss by Guarantor of the right to recover any deficiency from Developer; (e)-any defense based upon Agency's failure to disclose to Guarantor any information concerning Developer's financial condition or any other circumstances bearing on Developer's ability to pay all sums payable under the Agreement (including without limitation the Attachments thereto); (f) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other respects more burdensome than that of a principal; (g) any defense based upon Agency's election, in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code or any successor statute; (h) any defense based upon any borrowing or any grant of a security interest under Section 364 of the Federal Bankruptcy Code; (i) any right of subrogation, any right to enforce any remedy which Agency may have against Developer or any other guarantors and any right to participate in, or benefit from, any security for the Agreement or the Creditor Agreement (including without limitation the Attachments thereto) now or hereafter held by Agency; (j) presentment, demand, protest and notice of any kind; and (k) the benefit of any statute of limitations affecting the liability of Guarantor hereunder or the enforcement hereof. Guarantor agrees that the payment of all sums payable under the Agreement -(including without limitation the Attachments thereto) or any part thereof or other act which tolls any statute of limitations applicable to the Agreement (including without limitation the Attachments thereto) shall similarly operate to toll the statute of limitations applicable to Guarantor's liability hereunder. Without limiting the generality of the foregoing or any other provision hereof, 03/31/93 5169Q/2460/09 Page 2 of 5 Guarantor expressly waives any and all benefits which might otherwise be available to Guarantor under California Civil Code Sections 2809, 2810, 2819, 2839, 2845, 2849, 2850, 2899 and 3433 and California Code of Civil Procedure Sections 580(a), 560(b), 580(d) and 726, or any of such sections. S. Guarantor hereby waives and agrees not to assert or take advantage of (a) any right to require Agency to proceed against the Developer (or any guarantor other than the undersigned) or to pursue any other remedy in the Agency's power before proceeding against the Guarantor, (b) demand, protest, and notice which the Agency may be required to be provided to Developer under the Agreement, and (c) any duty on the part of Agency to disclose to Guarantor any facts Agency or the City of Huntington Beach now or hereafter know about the Site, the Agreement, or the Developer, regardless of whether Agency has reason to believe that any such facts materially increase the risks beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of all circumstances regarding the Site, the Agreement, the obligations of the Developer, the financial condition of the Developer or any of the Interested Persons and of all circumstances bearing on the risk of any obligation by Developer (and all of the Interested Persons) hereby guaranteed. 6. Guarantor shall have no right of subrogation and waives any right to enforce any remedy the Agency now has or may hereafter have against the Developer, and any benefit of, and any right to participate in any security now or hereafter held by Agency. 7. The obligations of Guarantor hereunder are independent of the obligations of Developer and, in the event of default hereunder, a separate action or actions may be brought and prosecuted against Guarantor (or any other guarantor) whether or not Developer (or any other guarantor) is joined therein or a separate action or actions are brought against Developer. S. In the event of any litigation between Agency and Guarantor arising out of this Guaranty, the prevailing party shall be entitled to recover its reasonable costs and attorney's fees. 9.• -No provision of this Guaranty can be waived nor can Guarantor be released from the obligations hereunder except by a writing duly executed by the Agency. 10. Guarantor agrees to pay all reasonable attorney's fees and all other costs and expenses which may be incurred by 03 /31; a 3 5169Q/2460/09 Page 3 of 5 Agency in enforcing or attempting to enforce this Guaranty, whether the same shall be enforced by suit or otherwise. 11. Guarantor hereby waives notice of any demand by the Agency, as well as notice of any default by the Developer. 12. This guaranty is intended to be solely for the benefit of the Agency, the City and any successor in interest due to the operation of law. It is not intended to be for the benefit of any third party. 13. This Guaranty shall remain in effect notwithstanding any bankruptcy, reorganization or insolvency of the Developer or any successor or assignee thereof or any disaffirmance by a trustee of the Developer. 14. This Guaranty shall inure to the benefit of and bind the successors and assigns of Agency and Guarantor. 15. Guarantor agrees that jurisdiction and venue with respect to any matter pertaining to the Guaranty or acts or omissions hereunder shall lie exclusively with the Superior Court of the County of San Bernardino, State of California, in an appropriate municipal court of that county, or in the Federal District Court in the Central District of California. Guarantor irrevocably waives any and all defenses based upon revenue or forum non conveniens. 16. The laws of the State of California shall govern the interpretation and enforcement of this Guaranty. IN WITNESS WHEREOF, the undersigned has executed this Guaranty this day of , 1993. =� ' ��� • r1 03 l31,'93 5169Q/2460/09 Page 4 of 5 111%A J) STATE OF CALIFORNIA ss. COUNTY OF ) On /� 9 before i� name, ti le, e.g., "J personally appeared _ ti/ (name(s) o ` - me, �-�Z. e Doe, Notary Public, signer(s)), '✓ personally known to me -- OR -- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) issubscribed to the within instrument and acknowl�ure(s) o a that he/she/'he executed the same in er thuthorized capacity(ies), and that by his/her their sign on the instrument the person(s), or the ent upon behalf of which the person(s) acted, executed the instrument. �s ficial seal. LWDA M SUMCi NOW Pad4c•Cd1f0rr:c EPANGE COUMY j Of'jg 199 `c.-W IN (Signatu a of Notary) CAPACITY CLAIMED BY SIGNER: Individual Corporate Officer(s): Title(s) Partner(s): Limited General Attorney -in -Fact Trustee(s) Guardian/Conservator Other: SIGNER IS REPRESENTING: fame of Person(s) or Entity(ies) ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE MUST BEATTACHED TO THE DOCUMENT nFRCR TFF.n AT K1W l': 03/31/93 5169Q/2460/09 Title or Type of Document Number of Pages Date of Document Signer(s) Other Than Named Above: Page 5 of 5 GUARANTY AND AGREEMENT OF GARY MULLIGAN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH (the "Agency"), COULTRUP COMPANIES, a California corporation, BIRTCHER REAL ESTATE LIMITED, a California limited partnership, and DL;IN PIER PHASE II PARTNERSHIP, a California general partnership (the "Developers") have entered into a Disposition and Development Agreement dated as of , 1993 (the "Agreement"). The Agreement provides that GARY MULLIGAN (the "Guarantor"), a general partner of the Main Pier Phase II Partnership for obligations relating to the Block 104 portion of the Site, shall make and deliver a guaranty as provided in the Agreement. R E C I T A L S A. The Guarantor will benefit by the Agreement. The Agreement will redevelop and increase commercial activity within the vicinity of the "Site" (as Site is defined in the Agreement,) :' B. The execution by the Guarantor of this Guaranty is a condition but for which the Agency would not execute the Agreement. C. The Guarantor has reviewed this Guaranty and the Agreement with counsel of its choosing. In consideration of the execution of the Agreement and of other valuable consideration, receipt of which is hereby acknowledged: 1. Guarantor guarantees to each of Agency the full, timely and faithful performance by the Block 104 Developer of all of it: obligations, duties, promises, covenants and agreements as set forth in the Agreement, including without limitation development of the Block 104 Developer Improvements and the payment of the Agency Equity Participation Amount and all other consideration payable by the Block 104 Developer pursuant to the Agreement. Guarantor's obligations and rights hereunder are coextensive with the Block 104 Developer's and this guaranty does not seek to impose any greater responsibilities on the Guarantor than those responsibilities which may -be enforced against the Block 104 Developer. 2. This Guaranty is unconditional and may be enforced directly against the Guarantor. No extensions, modifications or Changes to the Agreement shall release the Guarantor or affect this Guaranty in any way, and the Guarantor waives notification thereof. 03/31; 93 5169Q/2460/09 Page 1 of 5 3. The Guarantor hereby waives all of the suretyship provisions of the California Civil Code Sections 2788 through 2855. 4. Guarantor waives: (a) any defense based upon any legal disability or other defense of Developer, any other guarantor or other person or by reason of the cessation or limitation of the liability of Developer from any cause other than full payment of all sums payable under the Agreement (including without limitation the Attachments thereto); (b) any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of Developer'or any principal of Developer or any defect in the formation of Developer or any principal of Developer; (c) any defense based upon the application by Developer of the funds for purposes other than the purposes represented by Developer to Agency or intended or understood by Agency or Guarantor; (d) any defense based upon Agency's election of any remedy against Guarantor or Developer or both including, without limitation, election by Agency to exercise its rights under the power of sale set forth in the Deed of Trust (Attachment No. 7 to the Agreement) and the consequent loss by Guarantor of the right to recover any deficiency from Developer; (e) any defense based upon Agency's failure to disclose to Guarantor any information concerning Developer's financial condition or any other circumstances bearing on Developer's ability to pay all sums payable under the Agreement (including without limitation the Attachments thereto); (f) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other respects more burdensome than that of a principal; (g) any defense based upon Agency's election, in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 2111(b)(2) of the Federal Bankruptcy Code or any successor statute; (h) any defense based upon any borrowing or any grant of a security interest under Section 364 of the Federal Bankruptcy Code; (i) any right of subrogation, any right to enforce any remedy which Agency may have against Developer or any other guarantors and any right to participate in, or benefit from, any security for the Agreement or the Creditor Agreement (including without limitation the Attachments thereto) now or hereafter held by Agency; (j) presentment, demand, protest and notice of any kind; and (k) the benefit of any statute of limitations affecting the liability of Guarantor hereunder or the enforcement hereof. Guarantor agrees that the payment of all sums payable under the Agreement (including without limitation the Attachments thereto) or any part thereof or other act which tolls any statute of limitations applicable to the Agreement (including without limitation the Attachments thereto) shall similarly operate to toll the statute of limitations applicable to Guarantor's liability hereunder. Without limiting the generality of the foregoing or any other provision hereof, 03/31/93 51699/2460/09 Page 2 of 5 Guarantor expressly waives any and all benefits which might otherwise be available to Guarantor under California Civil Code Sections 2809, 2810, 2819, 2839, 2845, 2849, 2850, 2899 and 3433 and California Code of Civil Procedure Sections 580(a), 580(b), 580(d) and 726, or any of such sections. 5. Guarantor hereby waives and agrees not to assert or take .advantage of (a) any right to require Agency to proceed against the Developer (or any guarantor other than the undersigned) or to pursue any other remedy in the Agency's power before proceeding against the Guarantor, (b) demand, protest, and notice which the Agency may be required to be provided to Developer under the Agreement, and (c) any duty on the part of Agency to disclose to Guarantor any facts Agency or the City of Huntington Beach now or hereafter know about the Site, the Agreement, or the Developer, regardless of whether Agency has reason to believe that any such facts materially increase the risks beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of all circumstances regarding the Site, the Agreement, the obligations of -the -'Developer, the financial condition of the Developer or any of the Interested Persons and of all circumstances bearing on the risk of any obligation by Developer (and all of the Interested Persons) hereby guaranteed. 6. Guarantor shall have no riaht of subrogation and waives any right to enforce any remedy the Agency now has or may hereafter have against the Developer, and any benefit of, and any right to participate in any security now or hereafter held by Agency. '7. The obligations of Guarantor hereunder are independent of the obligations of Developer and, in the event of default hereunder, a separate action or actions may be brought and prosecuted against Guarantor (or any other guarantor) whether or not Developer (or any other guarantor) is joined therein or a separate action or actions are brought against Developer. 8. In the event of any litigation between Agency and Guarantor arising out of this Guaranty, the prevailing party shall be entitled to recover its reasonable costs and attorney's fees. 9.• -No provision of this Guaranty can be waived nor can Guarantor be released from the obligations hereunder except by a writing duly executed by the Agency. 10. Guarantor agrees to pay all reasonable attorney's fees and all other costs and expenses which may be incurred by 03/31/93 5169Q/2460/09 Page 3 of 5 Agency in enforcing or attempting to enforce this Guaranty, whether the same shall be enforced by suit or otherwise. 11. Guarantor hereby waives notice of any demand by the Agency, as well as notice of any default by the Developer. 12. This guaranty is intended to be solely for the benefit of the Agency, the City and any successor in interest due to the operation of law. It is not intended to be for the benefit of any third party. 13. This Guaranty shall remain in effect notwithstanding any bankruptcy, reorganization or insolvency of the Developer or any successor or assignee thereof or any disaffirmance by a trustee of the Developer. 14. This Guaranty shall inure to the benefit of and bind the successors and assigns of Agency and Guarantor. 15. Guarantor agrees that jurisdiction and venue with respect to any matter pertaining to the Guaranty or acts or omissions hereunder shall lie exclusively with the Superior Court of the County of San Bernardino, State of California, in an appropriate -municipal court of that county, or in the Federal District Court in the Central District of California. Guarantor irrevocably waives any and all defenses based upon revenue or forum non conveniens. 16. The laws of the State of California shall govern the interpretation and enforcement of thi-- Guaranty. IN WITNESS WHEREOF, the undersigned has executed this Guaranty this _In day of \ t By; By: Its: 03/31/93 5169Q/2460/09 Page 4 of 5 STATE OF CALIFORNIA } ss. COUNTY OF On - , before me, }ye, VrI` (name, t tle, e.�q. "J ne Doe Notary Public' }, personally appeared �f ( ame(s) of gner(s)), personally known to me -- OR -- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand a fficial s ��`• 4 DIVE E. !UM T Cas;m. 0978764 A x" 3 county i ature of Notary) d by �, Ejc�rts tray. u.1995 ' CAPACITY CLAIMED BY SIGNER: individual Corporate Officer(s): Partner(s): Attorney -in -Fact Trustee(s) Guardian/Conservator Other: Title(s) Limited General SIGNER IS REPRESENTING: Name of Person(s) or Entity(ies) ATTENTION NOTARY: Althoucrh.the information recruested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE Title or Type of Document MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT: Number of Pages Date of Document Signer(s) Other Than Named Above: 03/31/93 5169Q/2460/09 Page 5 of 5 GUARANTY AND AGREEMENT OF FRANK CRACCHIOLO THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH (the "Agency"), COULTRUP COMPANIES, a California corporation, BIRTCHER REAL ESTATE LIMITED, a California limited partnership, and MIAIN PIER PHJkSE 11 PARTNERSHIP, a California general partnership (the "Developers") have entered into a Disposition and Development Agreement dated as of , 1993 (the "Agreement"). The Agreement provides that FRANK CRACCHIOLO (the "Guarantor"), a general partner of the Main Pier Phase II Partnership for obligations relating to the Block 104 portion of the Site, shall make and deliver a guaranty as provided in the Agreement. R E C I T h L 5 A. The Guarantor will benefit by the Agreement. The Agreement will redevelop and increase commercial activity within the vicinity of the "Site" (as Site is defined in the Agreement). B. The execution by the Guarantor of this Guaranty is a condition but for which the Agency would not execute the Agreement. C. The Guarantor has reviewed this Guaranty and the Agreement with counsel of its choosing. In consideration of the execution of the Agreement and of other valuable consideration, receipt of which is hereby acknowledged: 1. Guarantor guarantees to each of Agency the full, timely and faithful performance by the Block 104 Developer of all of its obligations, duties, promises, covenants and agreements as set forth in the Agreement, including without limitation development of the Bloc: 104 Developer Improvements and the payment of the Agency Equity Participation Amount and all other consideration payable by the Block 104 Developer pursuant to the Agreement. Guarantor's obligations and rights hereunder are coextensive with the Block 104 Developer's and this guaranty does not seek to impose any greater responsibilities on the Guarantor than those responsibilities which may be enforced against the Block 104 Developer. 2. This Guaranty is unconditional and may be enforced directly against the Guarantor. No extensions, modifications or changes to the Agreement shall release the Guarantor or affect this Guaranty in any way, and the Guarantor waives notification thereof. 03; 31/93 5169�i.'246J/09 Page 1 of 5 3. The Guarantor hereby waives all of the suretyship provisions of the California Civil Code Sections 2788 through 2855. 4. Guarantor waives: (a) any defense based upon any legal disability or other defense of Developer, any other guarantor or other person or by reason of the cessation or limitation of the liability of Developer from any cause other than full payment of all sums payable under the Agreement (including without limitation the Attachments thereto); (b) any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of Developer or any principal of Developer or any defect in the formation of Developer or any principal of Developer; (c) any defense based upon the application by Developer of the funds for purposes other than the purposes represented by Developer to Agency or intended or understood by Agency or Guarantor; (d) any defense based upon Agency's election of any remedy against Guarantor or Developer or both including, without limitation, election by Agency to exercise its rights under the power of sale set forth in the Deed of Trust (Attachment No. 7 to the Agreement) and the consequent loss by Guarantor of the right to recover any deficiency from Developer; (e) any -defense based upon Agency's failure to disclose to Guarantor any information concerning Developer's financial condition or any other circumstances bearing on Developer's ability to pay all sums payable under the Agreement (including without limitation the Attachments thereto); (f) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other respects more burdensome than that of a principal; (g) any defense based upon Agency's election, in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code or any successor statute; (h) any defense based upon any borrowing or any grant of a security interest under Section 364 of the Federal Bankruptcy Code; (i) any right of subrogation, an- right to enforce any remedy which Agency may have against Developer or any other guarantors and any right to participate in, or benefit from, any security for the Agreement or the Creditor Agreement (including without limitation the Attachments thereto) now or hereafter held by Agency; (j) presentment, demand, protest and notice of any kind; and (k) the benefit of any statute of limitations affecting the liability of Guarantor hereunder or the enforcement hereof. Guarantor agrees that the payment of all sums payable under the Agreement (including without limitation the Attachments thereto) or any part thereof or other act which tolls any statute of limitations applicable to the Agreement (including without limitation the Attachments thereto) shall similarly operate to toll the statute of limitations applicable to Guarantor's liability hereunder. Without limiting the generality of the foregoing or any other provision hereof, 03 j 31,'Q3 5169Q;2460%09 Page 2 of 5 Guarantor expressly waives any and all benefits which might otherwise be available to Guarantor under California Civil Code Sections 2809, 2B10, 2819, 2839, 2845, 2849, 2850, 2699 and 3433 and California Code of Civil Procedure Sections 580(a), 560(b), 580(d) and 726, or any of such sections. S. Guarantor hereby waives and agrees not to assert or take advantage of (a) any right to require Agency to proceed against the Developer (or any guarantor other than the undersigned) or to pursue any other remedy in the Agency's power before proceeding against the Guarantor, (b) demand, protest, and notice which the Agency may be required to be provided to Developer under the Agreement, and (c) any duty on the part of Agency to disclose to Guarantor any facts Agency or the City of Huntington Beach now or hereafter know about the Site, the Agreement, or the Developer, regardless of whether Agency has reason to believe that any such facts materially increase the risks beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of all circumstances regarding the Site, the Agreement, the obligations of -the Developer, the financial condition of the Developer or any of the Interested Persons and of all circumstances bearing on the risk of any obligation by Developer (and all of the Interested Persons) hereby guaranteed. 6. Guarantor shall have no right of subrogation and waives any right to enforce any remedy the Agency now has or _ may hereafter have against the Developer, and any benefit of, and any right to participate in any security now or hereafter held by Agency. 7. The obligations of Guarantor hereunder are independent of the obligations of Developer and, in the event of default hereunder, a separate action or actions may be brought and prosecuted against Guarantor (or any other guarantor) whether or not Developer (or any other guarantor) is joined therein or a separate action or actions are brought against Developer. 8. In the event of any litigation between Agency and Guarantor arising out of this Guaranty, the prevailing party shall be entitled to recover its reasonable costs and attorney's fees. 9.' No provision of this Guaranty can be waived nor can Guarantor be released from the obligations hereunder except by a writing duly executed by the Agency. 10. Guarantor agrees to pay all reasonable attorney's fees and all other costs and expenses which may be incurred by 03J31/93 51699/2460!09 Page 3 of 5 Agency in enforcing or attempting to enforce this Guaranty, whether the same shall be enforced by suit or otherwise. 11. Guarantor hereby waives notice of any demand by the Agency, as well as notice of any default by the Developer. 12. This guaranty is intended to be solely for the benefit of the Agency, the City and any successor in interest due to the operation of law. It is not intended to be for the benefit of any third party. 13. This Guaranty shall remain in effect notwithstanding any bankruptcy, reorganization or insolvency of the Developer or any successor or assignee thereof or any disaffirmance by a trustee of the Developer. 14. This Guaranty shall inure to the benefit of and bind the successors and assigns of Agency and Guarantor. 15. Guarantor agrees that jurisdiction and venue with respect to any matter pertaining to the Guaranty or acts or omissions hereunder shall lie exclusively with the Superior Court of the County of San Bernardino, State of California, in an appropriate municipal court of that county, or in the Federal District Court in the Central District of California. Guarantor irrevocably waives any and all defenses based upon revenue or forum non conveniens. lb. The laws of the State of California shall govern the interpretation and enforcement of this Guaranty. II4 WITNESS WHEPEOF, the undersigned has executed this Guaranty this day of , 1993. By: Its: 031'31/93 51699/2460/09 Page 4 of 5 STATE OF CALIFORNIA ss. COUNTY OFQVMr-,._1) On _ before me,�,f��/'�r (na.e, title, e.g., "Jane Doe, Notary Publig"), �rso a ly appeared `�n� %?']. � r r ce_A, e, D CAA/ (name(s) of signer(s)), personally known to me -- OR -- _)�. proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. PH771l SCHROEDER COM.M. #958076 rN r y1 NOTARY PUBLIC�ALIFORh'IA 'a ORANGECOUNTY � Signature f Notary) MY CO"MISSION EXPIRES MARCH 1. 1996 CAPACIT'i CLAIMED BY SIGNER: Individual Corporate Officer(s): Partner(s): Attorney -in -Fact Trustee(s) Guardian/Conservator Other. Title(s) Limited General SIGNER IS REPRESENTING: Name of Person(s) or Entity(ies) ATTENTION NOT:►RY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMEPIT DESCRIBED AT RIGHT: Title or Type of Document Number of Pages Date of Document Signer(s) Other Than Named Above: 03; 31/93 51699/2460/09 Page 5 of 5 GUARANTY AND AGREEMENT OF DOLORES CRACCHIOLO THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH (the "Agency"), COULTRUP COMPANIES, a California corporation, BIRTCHER REAL ESTATE LIMITED, a California limited partnership, and KU N PIER PHASE II PARTNERSHIP, a California general partnership (the "Developers") have entered into a Disposition and Development Agreement dated as of , 1993 (the "Agreement"). The Agreement provides that DOLORES CRACCHIOLO (the "Guarantor"), a general partner of the Main Pier Phase II Partnership for obligations relating to the Block 104 portion of the Site, shall make and deliver a guaranty as provided in the Agreement. R E C I T A L S A. The Guarantor will benefit by the Agreement. The Agreement will redevelop and increase commercial activity within the vicinity of the "Site" (as Site is defined in the Agreement). B. The execution by the Guarantor of this Guaranty is a condition but for which the Agency would not execute the Agreement. C. The Guarantor has reviewed this Guaranty and the Agreement with counsel of its choosing. In consideration of the execution of the Agreement and of other valuable consideration, receipt of which is hereby acknowledged: I. Guarantor guarantees to each of Agency the full, timely and faithful performance by the Bloch 104 Developer of all of its obligations, duties, promises, covenants and agreements as set forth in the Agreement, including without limitation development of the Block 104 Developer Improvements and the payment of the Agency Equity Participation Amount and all other consideration payable by the Block 104 Developer pursuant to the Agreement. Guarantor's obligations and rights hereunder are coextensive with the Block 104 Developer's and this guaranty does not seek to impose any greater responsibilities on the Guarantor than those responsibilities whichmaybe enforced against the Block 104 Developer. 2. This Guaranty is unconditional and may be enforced directly against the Guarantor. No extensions, modifications or changes to the Agreement shall release the Guarantor or affect this Guaranty in any way, and the Guarantor waives notification thereof. 03/31/93 5169Q/2460/09 Page 1 of 5 3. The Guarantor hereby waives all of the suretyship provisions of the California Civil Code Sections 2788 through 2855. 4. Guarantor waives: (a) any defense based upon any legal disability or other defense of Developer, any other guarantor or other person or by reason of the cessation or limitation of the liability of Developer from any cause other than full payment of all sums payable under the Agreement (including without limitation the Attachments thereto); (b) any defense based upon any lack: of authority of the officers, directors, partners or agents acting or purporting to act on behalf of Developer or any principal of Developer or any defect in the formation of Developer or any principal of Developer; (c) any defense based upon the application by Developer of the funds for purposes other than the purposes represented by Developer to Agency or intended or understood by Agency or Guarantor; (d) any defense based upon Agency's election of any remedy against Guarantor or Developer or both including, without limitation, election by Agency to exercise its rights under the power of sale set forth in the Deed of Trust (Attachment No. 7 to the Agreement) and the consequent loss by Guarantor of the right to recover any deficiency from Developer; (e)-any'defense based upon Agency's failure to disclose to Guarantor any information concerning Developer's financial condition or any other circumstances bearing on Developer's ability to pay all sums payable under the Agreement (including without limitation the Attachments thereto); (f) any defense based upon any statute or rule of law which provides that the obligation, of a surety must be neither larger in amount nor in any other respects more burdensome than that of a principal; (g) any defense based upon Agency's election, in any proceeding, instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code or any successor statute; (h) any defense based upon any borrowing or any grant of a security interest under Section 364 of the Federal Bankruptcy Code; (i) any right of subrogation, any right to enforce any remedy which Agency may have against Developer or any other guarantors and any right to participate in, or benefit from, any security for the Agreement or the Creditor Agreement (including without limitation the Attachments thereto) now or hereafter held by Agency; (j) presentment, demand, protest and notice of any kind; and (k) the benefit of any statute of limitations affecting the liability of Guarantor hereunder or the enforcement hereof. Guarantor agrees that the payment of all sums payable under the Agreement (including without limitation the Attachments thereto) or any part thereof or other act which tolls any statute of limitations applicable to the Agreement (including without limitation the Attachments thereto) shall similarly operate to toll the statute of limitations applicable to Guarantor's liability hereunder. Without limiting the generality of the foregoing or any other provision hereof, 03/31./93 5169Q,'2460/09 Page 2 of 5 Guarantor expressly waives any and all benefits which might otherwise be available to Guarantor under California Civil Code Sections 2809, 2810, 2819, 2839, 2845, 2849, 2850, 2899 and 3433 and California Code of Civil Procedure Sections 580(a), 580(b), 580(d) and 726, or any of such sections. 5. Guarantor hereby waives and agrees not to assert or take advantage of (a) any right to require Agency to proceed against the Developer (or any guarantor other than the undersigned) or to pursue any other remedy in the Agency's power before proceeding against the Guarantor, (b) demand, protest, and notice which the Agency may be required to be provided to Developer under the Agreement, and (c) any duty on the part of Agency to disclose to Guarantor any facts Agency or the City of Huntington Beach now or hereafter know about the Site, the Agreement, or the Developer, regardless of whether Agency has reason to believe that any such facts materially increase the risks beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of all circumstances regarding the Site, the Agreement, the obligations of.the-Developer, the financial condition of the Developer or any of the Interested Persons and of all circumstances bearing on the risk of any obligation by Developer (and all of the Interested Persons) hereby guaranteed. 6. Guarantor shall have no right of subrogation and waives any right to enforce any remedy the Agency now has or may hereafter have against the Developer, and any benefit of, and any right to participate in any security now or hereafter held by Agency. i. The obligations of Guarantor hereunder are independent of the obligations of Developer and, in the event of default hereunder, a separate action or actions may be brought and prosecuted against Guarantor (or any other guarantor) whether or not Developer (or any other guarantor) is joined therein or a separate action or actions are brought against Developer. 8. In the event of any litigation between Agency and Guarantor arising out of this Guaranty, the prevailing party shall be entitled to recover its reasonable costs and attorney's fees. 9.. Vo provision of this Guaranty can be waived nor can Guarantor be released from the obligations hereunder except by a writing duly executed by the Agency. 10. Guarantor agrees to pay all reasonable attorneys fees and all other costs and expenses which may be incurred by 03/31/93 5169Q/2460/09 Page 3 of 5 Agency in enforcing or attempting to enforce this Guaranty, whether the same shall be enforced by suit or otherwise. 11. Guarantor hereby waives notice of any demand by the Agency, as well as notice of any default by the Developer. 12. This guaranty is intended to be solely for the benefit of the Agency, the City and any successor in interest due to the operation of law.. It is not intended to be for the benefit of any third party. 13. This Guaranty shall remain in effect notwithstanding any bankruptcy, reorganization or insolvency of the Developer or any successor or assignee thereof or any disaffirmance by a trustee of the Developer. 14. This Guaranty shall inure to the benefit of.and bind the successors and assigns of Agency and Guarantor. 15. Guarantor agrees that jurisdiction and venue with respect to any matter pertaining to the Guaranty or acts or omissions hereunder shall lie exclusively with the Superior Court of the County of San Bernardino, State of California, in an appropriate municipal court of that county, or in the Federal District Court in the Central District of California. Guarantor irrevocably waives any and all defenses based upon revenue or forum non conveniens. 16. The laws of the State of California shall govern the interpretation and enforcement of this Guaranty. IN WITPIESS WHEREOF, the undersigned has executed this Guaranty this day of , 1993. By: -/Z4-7 Jtg�2 It.:- Qoko re,S By: Its: 03 / 31 / 93 51699.-2460/09 Page 4 of 5 STATE OF CALIFORNIA ) ss. COUNTY OF 0me, s cce_ /Dlr /IOT�r .c.(name, title, e.g., "Jane 1'�0 Notary Public"), persona , appeared .�216r S rr_h/D D (name(s) of signer(s)), personally known to me -- OR -- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her their signatures) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and PHYLLIS SCHROEDER •- : COMM. 9958076 }` �MARYPUEM-tAUFORNA �p a ORAIME COUNTY My COM ;USS:ON EXPIRES MARCH 1. 1996 official seal. (Signature of Notary) CAPACITY CLAIMED BY SIGNER: Individual Corporate Officer(s): Partner(s): Attorney -in -Fact Trustee(s) Guardian/Consecrator Other: Title(s) Limited General SIGNER IS REPRESENTIIiG: Name of Person(s) or Entity(ies) ATTEPITIOPI NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUME11T DESCRIBED AT RIGHT: 03/31/ 93 5169Q/2460/09 Title or Type of Document Number of Pages Date of Document Signer(s) Other Than Named Above: Page 5 of 5 GUARANTY AND AGREEMENT OF SALVATOR CRACCHIOLO THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH (the "Agency"), COULTRUP COMPANIES, a California corporation, BIRTCHER REAL ESTATE LIMITED, a California limited partnership, and MAIN PIER PHASE II PARTNERSHIP, a California general partnership (the "Developers") have entered into a Disposition and Development Agreement dated as of , 1993 (the "Agreement"). The Agreement provides that SALVATOR CRACCHIOLO (the "Guarantor"), a general partner of the Main Pier Phase II Partnership for obligations relating to the Block 104 portion of the Site, shall make and deliver a guaranty as provided in the Agreement. R E C I T A L S A. The Guarantor will benefit by the Agreement. The Agreement will redevelop and increase commercial activity within the vicinity of the "Site" (as Site is defined in the Agreement). B. The execution by the Guarantor of this Guaranty is a condition but for which the Agency would not execute the Agreement. C. The Guarantor has reviewed this Guaranty and the Agreement with counsel of its choosing. In consideration of the execution of the Agreement and of other valuable consideration, receipt of which is hereby acknowledged: 1. Guarantor guarantees to each of Agency the full, timely and faithful performance by the Block 104 Developer of all of its obligations, duties, promises, covenants and agreements as set forth in the Agreement, including without limitation development of the Block 104 Developer Improvements and the payment of the Agency Equity Participation Amount and all other consideration payable by the Block 104 Developer pursuant to the Agreement. Guarantor's obligations and rights hereunder are coextensive with the Block 104 Developer's and this guaranty does not seed: to impose any greater responsibilities on the Guarantor than those responsibilities which may be enforced against the Block 104-Developer. 2. This Guaranty is unconditional and may be enforced directly against the Guarantor. No extensions, modifications or changes to the Agreement shall release the Guarantor or affect this Guaranty in any way, and the Guarantor waives notification thereof. 03/31/93 5169Q/2460/09 Page 1 of 5 3. The Guarantor hereby waives all of the suretyship provisions of the California Civil Code Sections 2788 through 2855. 4. Guarantor waives: (a) any defense based upon any legal disability or other defense of Developer, any other guarantor or other person or by reason of the cessation or limitation of the liability of Developer from any cause other than full payment of all sums payable under the Agreement (including without limitation the Attachments thereto); (b) any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of Developer or any principal of Developer or any defect in the formation of Developer or any principal of Developer; (c) any defense based upon the application by Developer of the funds for purposes other than the purposes represented by Developer to Agency or intended or understood by Agency or Guarantor; (d) any defense based upon Agency's election of any remedy against Guarantor or Developer or both including, without limitation, election by Agency to exercise its rights under the power of sale set forth in the Deed of Trust (Attachment No. 7 to the Agreement) and the consequent loss by Guarantor of the right to recover any deficiency from Developer; (e).any defense based upon Agency's failure to disclose to Guarantor any information concerning Developer's financial condition or any other circumstances bearing on Developer's ability to pay all sums payable under the Agreement (including without limitation the Attachments thereto); (f) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other respects more burdensome than that of a principal; (g) any defense based upon Agency's election, in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code or any successor statute; (h) any defense based upon any borrowing or any grant of a security interest under Section 364 of the Federal Bankruptcy Code; (i) any right of subrogation, any right to enforce any remedy which Agency may have against Developer or any other guarantors and any right to participate in, or benefit from, any security for the Agreement or the Creditor Agreement (including without limitation the Attachments thereto) now or hereafter held by Agency; (j) presentment, demand, protest and notice of any kind; and (k) the benefit of any statute of limitations affecting the liability of Guarantor hereunder or the enforcement hereof. Guarantor agrees that the payment of all sums payable under the Agreenent.(includin3 without limitation the Attachments thereto) or any part thereof or other act which tolls any statute of limitations applicable to the Agreement (including without limitation the Attachments thereto) shall similarly operate to toll the statute of limitations applicable to Guarantor's liability hereunder. Without limiting the generality of the foregoing or any other provision hereof, 03/31/93 5169Q:2460/09 Page 2 of 5 Guarantor expressly waives any and all benefits which might otherwise be available to Guarantor under California Civil Code Sections 2809, 2810, 2819, 2839, 2845, 2849, 2850, 2899 and 3433 and California Code of Civil Procedure Sections 580(a), 580(b), 580(d) and 726, or any of such sections. 5. Guarantor hereby waives and agrees not to assert or take advantage of (a) any right to require Agency to proceed against the Developer (or any guarantor other than the undersigned) or to pursue any other remedy in the Agency's power before proceeding against the Guarantor, (b) demand, protest, and notice which the Agency may be required to be provided to Developer under the Agreement, and (c) any duty on the part of Agency to disclose to Guarantor any facts Agency or the City of Huntington Beach now or hereafter know about the Site, the Agreement, or the Developer, regardless of whether Agency has reason to believe that any such facts materially increase the risks beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of all circumstances regarding the Site, the Agreement, the obligations of the Developer, the financial condition of the Developer or any of the Interested Persons and of all circumstances bearing on the risk of any obligation by Developer (and all of the Interested Persons) hereby guaranteed. 6. Guarantor shall have no right of subrogation and waives any right to enforce any remedy the Agency now has or may hereafter have against the Developer, and any benefit of, and any right to participate in any security now or hereafter held by Agency. 7. The obligations of Guarantor hereunder are independent of the obligations of Developer and, in the event of default hereunder, a separate action or actions may be brought and prosecuted against Guarantor (or any other guarantor) whether or not Developer (or any other guarantor) is joined therein or a separate action or actions are brought against Developer. 8. In the event of any litigation between Agency and Guarantor arising out of this Guaranty, the prevailing party shall be entitled to recover its reasonable costs and attorney's fees. 9. No provision of this Guaranty can be waived nor can Guarantor be released from the obligations hereunder except by a writing duly executed by the Agency. 10. Guarantor agrees to pay all reasonable attorney's fees and all other costs and expenses which may be incurred by 03r31/93 5169Q./2460/09 Page 3 of 5 Agency in enforcing or attempting to enforce this Guaranty, whether the same shall be enforced by suit or otherwise. 11. Guarantor hereby waives notice of any demand by the Agency, as well as notice of any default by the Developer. 12. This guaranty is intended to be solely for the benefit of the Agency, the City and any successor in interest due to the operation of law. It is not intended to be for the benefit of any third party. 13. This Guaranty shall remain in effect notwithstanding any bankruptcy, reorganization or insolvency of the Developer or any successor or assignee thereof or any disaffirmance by a trustee of the Developer. 14. This Guaranty shall inure to the benefit of and bind the successors and assigns of Agency and Guarantor. 15. Guarantor agrees that jurisdiction and venue with respect to any matter pertaining to the Guaranty or acts or omissions hereunder shall lie exclusively with the Superior Court of the County of San Bernardino, State of California, in an appropriate municipal court of that county, or in the Federal District Court in the Central District of California. Guarantor irrevocably waives any and all defenses based upon revenue or forum non conveniens. 16. The 1'awe.. of the State of California shall govern the interpretation and enforcement of this Guaranty. IN WITNESS WHEREOF, the undersigned has executed this Guaranty this day of 1993. By. ' 6-3—C 3 Its: By: Its: 03/31/93 5169Q/246041,'09 Page 4 of 5 STATE OF CALIFORNIA j 55. COUNTY OF Org M9! ) On �u-n+� 93 before me. r a or (name, title, e.g., "Jane Doe, No ary Public"), pees n n lly appeared _ /i/� r u� Crfac-h► l o , (name(s) of signer(s)), personally known to me -- OR -- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Wi A official seal. PHYLLIS SCHROEDER CON.M. #958076 'C r NOTARY FUBLr CALIFOFWIA , cF;- COUNTY MAY COh'.,` .Wo'ON EXPIRES ( Signature of Notary) MARCH 1, 1996 CAPACITY CLAIMED BY SIGNER: Individual Corporate Officer(s): Partner(s): Attorney -in -Fact Trustee(s) Guardian/Conservator Other: Title(s) , Limited General SIGNER IS REPRESENTING: Name of Person(s) or Entity(ies) ATTENTION NOTARY: Although the information requested below is OPTIONhL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT. Title or Type of Document Number of Pages Date of Document Signer(s) Other Than Named Above: 03/31/93 5169Q/2460/09 Page 5 of 5 GUARANTY AND AGREEMENT OF BARBARA CRACCHIOLO THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH (the "Agency"), COULTRUP COMPANIES, a California corporation, BIRTCHER REAL ESTATE LIMITED, a California limited partnership, and MAIN PIER PHASE II PARTNERSHIP, a California general partnership (the "Developers") have entered into a Disposition and Development Agreement dated as of , 1993 (the "Agreement"). The Agreement provides that BARBARA CRACCHIOLO (the "Guarantor"), a general partner of the Main Pier Phase II Partnership for obligations relating to the Block 104 portion of the Site, shall make and deliver a guaranty as provided in the Agreerr.ent. R E C I T A L S A. The Guarantor will benefit by the Agreement. The Agreement will redevelop and increase commercial activity within the vicinity of the "Site" (as Site is defined in the Agreement). B. The execution by the Guarantor of this Guaranty is a condition but for which the Agency would not execute the Agreement. C. The Guarantor has reviewed this Guaranty and the Agreement with counsel of its choosing. In consideration of the execution of the Agreement and of other valuable consideration, receipt of which is hereby acknowledged: 1. Guarantor guarantees to each of Agency the full, timely and faithful performance by the Block 104 Developer of all of its obligations, duties, promises, covenants and agreements as set forth in the Agreement, including without limitation development of the Block 104 Developer Improvements and the payment of the Agency Equity Participation Amount and all other consideration payable by the Block 104 Developer pursuant to the Agreement. Guarantor's obligations and rights hereunder are coextensive with the Block 104 Developer's and this guaranty does not seek to impose any greater responsibilities on the Guarantor than those responsibilities which may be enforced against the Block 104 Developer. 2. This Guaranty is unconditional and may be enforced directly against the Guarantor. No extensions, modifications or changes to the Agreement shall release the Guarantor or affect this Guaranty in any way, and the Guarantor waives notification thereof. 03/31/93 51699/2460/09 Page 1 of 5 3. The Guarantor hereby waives all of the suretyship provisions of the California Civil Code Sections 2788 through 2855. 4. Guarantor waives: (a) any defense based upon any legal disability or other defense of Developer, any other guarantor or other person or by reason of the cessation or limitation of the liability of Developer from any cause other than full payment of all sums payable under the Agreement (including without limitation. the Attachments thereto); (b) any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of Developer or any principal of Developer or any defect in the formation of Developer or any principal of Developer; (c) any defense based upon the application by Developer of the funds for purposes other than the purposes represented by Developer to Agency or intended or understood by Agency or Guarantor; (d) any defense based upon Agency's election of any remedy against Guarantor or Developer or both including, without limitation, election by Agency to exercise its rights under the power of sale set forth in the Deed of Trust (Attachment No. 7 to the Agreement) and the consequent loss by Guarantor of the right to recover any deficiency from Developer; (e) any -defense based upon Agency's failure to disclose to Guarantor any information concerning Developer's financial condition or any other circumstances bearing on Developer's ability to pay all sums payable under the Agreement (including without limitation the Attachments thereto); (f) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other respects more burdensome than that of a principal; (g) any defense based upon Agency's election, in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code or any successor statute; (h) any defense based upon any borrowing or any grant of a security interest under Section 364 of the Federal Bankruptcy Code; (i) any right of subrogation, any right to enforce any remedy which Agency may have against Developer or any other guarantors and any right to participate in, or benefit from, any security for the Agreement or the Creditor Agreement (including without limitation the Attachments thereto) now or hereafter held by Agency; (j) presentment, demand, protest and notice of any kind; and (k) the benefit of any statute of limitations affecting the liability of Guarantor hereunder or the enforcement hereof. Guarantor agrees that the payment of all sums payable under the Agreement (including without limitation the Attachments thereto) or any part thereof or other act which tolls any statute of limitations applicable to the Agreement (including without limitation the Attachments thereto) shall similarly operate to toll the statute of limitations applicable to Guarantor's liability hereunder. Without limiting the generality of the foregoing or any other provision hereof, 03 /31 /93 51699/2460/09 Page 2 of 5 Guarantor expressly waives any and all benefits which might otherwise be available to Guarantor under California Civil Code Sections 2809, 2810, 2819, 2839, 2845, 2849, 2850, 2899 and 3433 and California Code of Civil Procedure Sections 580(a), 580(b), 580(d) and 726, or any of such sections. S. Guarantor hereby waives and agrees not to assert or take advantage of (a) any right to require Agency to proceed against the Developer (or any guarantor other than the undersigned) or to pursue any other remedy in the Agency's power before proceeding against the Guarantor, (b) demand, protest, and notice which the Agency may be required to be provided to Developer under the Agreement, and (c) any duty on the part of Agency to disclose to Guarantor any facts Agency or the City of Huntington Beach now or hereafter know about the Site, the Agreement, or the Developer, regardless of whether Agency has reason to believe that any such facts materially increase the risks beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of all circumstances regarding the Site, the Agreement, the obligations of the'Developer, the financial condition of the Developer or any of the Interested Persons and of all circumstances bearing on the risk of any obligation by Developer (and all of the Interested Persons) hereby guaranteed. 6. Guarantor shall have no right of subrogation and waives any right to enforce any remedy the Agency now has or _ may hereafter have against the Developer, and any benefit of, and any right to participate in any security now or hereafter held by Acrenz: . 7. The obligations of Guarantor hereunder are independent of the obligations of Developer and, in the event of default hereunder, a separate action or actions may be brought and prosecuted against Guarantor (or any other guarantor) whether or not Developer (or any other guarantor) is joined therein or a separate action or actions are brought against Developer. 8. In the event of any litigation between Agency and Guarantor arising out of this Guaranty, the prevailing party shall be entitled to recover its reasonable costs and attorney's fees. 9.• -No provisio. of this Guaranty can be waived nor can Guarantor be released from the obligations hereunder except by a writing duly executed by the Agency. 10. Guarantor agrees to pay all reasonable attorney's fees and all other costs and expenses which may be incurred by 03i31/93 51699/2460i 09 Page 3 of 5 Agency in enforcing or attempting to enforce this Guaranty, whether the same shall be enforced by suit or otherwise. 11. Guarantor hereby waives notice of any demand by the Agency, as well as notice of any default by the Developer. 12. This guaranty is intended to be solely for the benefit of the Agency, the City and any successor in interest due to the operation of law. It is not intended to be for the benefit of any third party. 13. This Guaranty shall remain in effect notwithstanding any bankruptcy, reorganization or insolvency of the Developer or any successor or assignee thereof or any disaffirmance by a trustee of the Developer. 14. This Guaranty shall inure to the benefit of and bind the successors and assigns of Agency and Guarantor. ' 15. Guarantor agrees that jurisdiction and venue with respect to any matter pertaining to the Guaranty or acts or omissions hereunder shall lie exclusively with the Superior Court of the County of San Bernardino, State of California, in an appropriate municipal court of that county, or in the Federal District Court in the Central District of California. Guarantor irrevocably waives any and all defenses based upon revenue or forum non conveniens. 16. The laws of the State of California shall govern the interpretation and enforcement of this Guaranty. IN WITNESS WHEREOF, the undersigned has executed this Guaranty this day of , 1993. By: Its: 03/31/93 51699/2460/09 Page 4 of 5 STATE OF CALIFORNIA COUNTY OF l" On (name, tit+ personally appeared �_, before me, y�_�_o?t�ISry�G/�/' e, e.g. , � lane Doer .Notary Public'}, (name(s) of signer(s)), personally known to me -- OR -- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my.hand and official seal. • PHYLLIS SCHROEDER COMM. #958078 tA NOTAU PUBLIC-CAUFORN OFtANGE COUNTY ( gnature of Notary) ;�► LA,Y COMMISSION EXPIRES h'ARCH i. 199& CAPACITY CLAIMED BY SIGNER: Individual Corporate Officer(s): Partner(s): Attorney -in -Fact Trustee(s) Guardian/Conservator Other- Title(s) Limited General SIGNER IS REPRESENTING: Name of Person(s) or Entity(ies) ATTENTION I-IOTc:R_': r:lthough the information requested below iE OPTIONZL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIEED AT RIGHT: Title or Type oft Document Number of Pages Date of Document Signer(s) Other Than Named Above: 03f31/93 5169Q/2460/09 Page 5 of 5 GUARANTY AND AGREEMENT OF ANN MASS THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH (the "Agency"), COULTRUP COMPANIES, a California corporation, BIRTCHER REAL ESTATE LIMITED, a California limited partnership, and MAIN PIER PHASE II PARTNERSHIP, a California general partnership (the "Developers") have entered into a Disposition and Development Agreement dated as of , 1993 (the "Agreement"). The Agreement provides that ANN MASE (the "Guarantor"), a general partner of the Alain Pier Phase II Partnership for obligations relating to the Block 104 portion of the Site, shall make and deliver a guaranty as provided in the Agreement. R E C I T A L S A. The Guarantor will benefit by the Agreement. The Agreement will redevelop and increase commercial activity within the vicinity of the "Site" (as Site is defined in the Agreement). S. The execution by the Guarantor of this Guaranty is a condition but for which the Agency would not execute the I greement. C. The Guarantor has reviewed this Guaranty and the hgreement with counsel of its choosing. In consideration of the execution of the Agreement and of other valuable consideration, receipt of which is hereby acknowledged: 1. Guarantor guarantees to each of Agency the full, timely and faithful performance by the Block 104 Developer of all of its obligations, duties, promises, covenants and agreements as set forth in the Agreement, including without limitation development of the Block 104 Developer Improvements and the payment of the Agency Equity Participation Amount and all other consideration payable by the Block 104 Developer pursuant to the Agreement. Guarantor's obligations and rights hereunder are coextensive with the Bloc: 104 Developer's and this guaranty does not seek to impose any greater responsibilities on the Guarantor than those responsibilities which maybe enforced against the Block 104 Developer. 2. This Guaranty is unconditional and may be enforced directly against the Guarantor. No extensions, modifications or changes to the Agreement shall release the Guarantor or affect this Guaranty in any way, and the Guarantor waives notification thereof. 03/31/93 5169Q/2460/09 Page 1 of 5 3. The Guarantor hereby waives all of the suretyship provisions of the California Civil Code Sections 2788 through 2855. 4. Guarantor waives: (a) any defense based upon any legal disability or other defense of Developer, any other guarantor or other person or by reason of the cessation or limitation of the liability of Developer from any cause other than full payment of all sums payable under the Agreement (including without limitation the Attachments thereto); (b) any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of Developer or any principal of Developer or any defect in the formation of Developer or any principal of Developer; (c) any defense based upon the application by Developer of the funds for purposes other than the purposes represented by Developer to Agency or intended or understood by Agency or Guarantor; (d) any defense based upon Agency's election of any remedy against Guarantor or Developer or both including, without limitation, election by Agency to exercise its rights under the power of sale set forth in the Deed of Trust (Attachment No. 7 to the Agreement) and the consequent loss by Guarantor of the right to recover any deficiency from Developer; (e) any defense based upon Agency's failure to disclose to Guarantor any information concerning Developer's financial condition or any other circumstances bearing on Developer's ability to pay all sums payable under the Agreement (including without limitation the Attachments thereto); (f) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amcunt nor in anv other respects more burdensome than that of a principal; (g) any defense based upon Agency's election, in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code or any successor statute; (h) any defense based upon any borrowing or any grant of a security interest under Section 364 of the Federal Bankruptcy Code; (i) any right of subrogation, any right to enforce any remedy which Agency may have against Developer or any other guarantors and any right to participate in, or benefit from, any security for the Agreement or the Creditor hgreement (including without limitation the Attachments thereto) now or hereafter held by Agency; (j) presentment, demand, protest and notice of any kind; and (k) the benefit of any statute of limitations affecting the liability of Guarantor hereunder or the enforcement hereof. Guarantor agrees that the payment of all sums payable under the Agreement (including without limitation the Attachments thereto) or any part thereof or other act which tolls any statute of limitations applicable to the Agreement (including without limitation the Attachments thereto) shall similarly operate to toll the statute of limitations applicable to Guarantor's liability hereunder. Without limiting the generality of the foregoing or any other provision hereof, 03 /31/93 5169Q/2460/09 Page 2 of 5 Guarantor expressly waives any and all benefits which might otherwise be available to Guarantor under California Civil Code Sections 2809, 2810, 2819, 2839, 2845, 2849, 2850, 2899 and 3433 and California Code of Civil Procedure Sections 580(a), 580(b), 580(d) and 726, or any of such sections. 5. Guarantor hereby waives and agrees not to assert or take advantage of (a) any right to require Agency to proceed against the Developer (or any guarantor other than the undersigned) or to pursue any other remedy in the Agency's power before proceeding against the Guarantor, (b) demand, protest, and notice which the Agency may be required to be provided to Developer under the Agreement, and (c) any duty on the part of Agency to disclose to Guarantor any facts Agency or the City of Huntington beach now or hereafter know about the Site, the Agreement, or the Developer, regardless of whether Agency has reason to believe that any such facts materially increase the risks beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of all circumstances regarding the Site, the Agreement, the obligations of the Developer, the financial condition of the Developer or any of the Interested Persons and of all circumstances bearing on the risk of any obligation by Developer (and all of the Interested Persons) hereby guaranteed. 6. Guarantor shall have no right of subrogation and waives any right to enforce any remedy the Agency now has or may hereafter have against the Developer, and any benefit of, and any right to participate in any security now or hereafter held by Agency. 7. The obligations of Guarantor hereunder are independent of the obligations of Developer and, in the event of default hereunder, a separate action or actions may be brought and prosecuted against Guarantor (or any other guarantor) whether or not Developer (or any other guarantor) is joined therein or a separate action or actions are brought against Developer. 8. In the event of any litigation between Agency and Guarantor arising out of this Guaranty, the prevailing party shall be entitled to recover its reasonable costs and attorney':. fees. 9: •No provision of this Guaranty can be waived nor can Guarantor be released from the obligations hereunder except by a writing duly executed by the Agency. 10. Guarantor agrees to pay all reasonable attorney's fees and all other costs and expenses which may be incurred by 03/31/93 51690/2460/09 Page 3 of 5 Agency in enforcing or attempting to enforce this Guaranty, whether the same shall be enforced by suit or otherwise. 11. Guarantor hereby waives notice of any demand by the Agency. as well as notice of any default by the Developer. 12. This guaranty is intended to be solely for the benefit of the Agency, the City and any successor in interest due to the operation of law. It is not intended to be for the benefit of any third party. 13. This Guaranty shall remain in effect notwithstanding any bankruptcy, reorganization or insolvency of the Developer or any successor or assignee thereof or any disaffirmance by a trustee of the Developer. 14. This Guaranty shall inure to the benefit of and bind the successors and assigns of Agency and Guarantor. 15. Guarantor agrees that jurisdiction and venue with respect to any matter pertaining to the Guaranty or acts or omissions hereunder shall lie exclusively with the Superior Court of the County of San Bernardino, State of California, in an appropriate municipal court of that county, or in the Federal District Court in the Central District of California. Guarantor irrevocably waives any and all defenses based upon revenue or forum non conveniens. 16. The laws of the State of California shall govern the interpretation and enforcement of this Guaranty. IN 44ITN'SS ZREOF, the ndersigned has executed this Guaranty this day of 199 By: Its: W-r.n By: Its: 03/ 31 /93 5169Q/2460/09 Page 4 of 5 STATE OF CALIFORNIA ) ss. COUNTY OF On at , before ( g. "Jane D Notary Publ c") name, title, e. , personally appeared (name(s) of signer(s)), personally known to me -- OR -- Y,-..proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and -official seal. OFFICIAL SEAL JANET L BINGO "Pubk • Cakt m prinepos O&Wn ( Signature of Notary) ORANGE COUNTY Mr Gow.r�an E�u.r.. is :� CAPACIT'i CLAIMED BY SIGNER: Individual Corporate Officer(s): Partner(s): Attorney -in -Fact Trustee(s) Guardian/Conservator Other: Title(s) Limited General SIGNER 1S REPRESENTING: Name of Person(s) or Entity(ies) ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE Title or Type of Document MUST BE ATTACHED TO THE DOCUMENT Number of Pages DES:RIBFD Date of Document AT RIGHT: Signer(s) Other Than Named Above: 03/31/ 93 5169Q/2460/00, Page 5 of 5 GUARANTY AND AGREEMENT OF RON MRS£ THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH (the "Agency"), COULTRUP COMPANIES, a California corporation, BIRTCHER REAL ESTATE LIMITED, a California limited partnership, and M.UN PIER FHASE II PARTNERSHIP, a California general partnership (the "Developers") have entered into a Disposition and Development Agreement dated as of , 1993 (the "Agreement"). The Agreement provides that RON MASS (the "Guarantor"), a general partner of the Plain Pier Phase II Partnership for obligations relating to the Block 104 portion of the Site, shall make and deliver a guaranty as provided in the Agreement. R E C I T A L S A. The Guarantor will benefit by the Agreement. The Agreement will redevelop and increase commercial activity within the vicinity of the "Site" (as Site is defined in the Agreement). B. The execution by the Guarantor of this Guaranty is a condition but for which the Agency would not execute the Agreement. The Guarantor has reviewed this Guaranty and the Agreement with counsel of' its choosing. In consideration of the execution of the Agreement and of other valuable consideration, receipt of which is hereby acknowledged: 1. Guarantor guarantees to each of Agency the full, timely and faithful performance by the Block 104 Developer of all of its obligations, duties, promises, covenants and agreements as set forth in the Agreement, including without limitation development of the block 104 Developer Improvements and the payment of the kgency Equity Participation Amount and all other consideration payable by the Block 104 Developer pursuant to the Agreement. Guarantor's obligations and rights hereunder are coextensive with the Block 104 Developer's and this guaranty does not seek to impose any greater responsibilities on the Guarantor than those responsibilities which may be enforced against the Bloc: 104 Developer. 2. This Guaranty is unconditional and may be enforced directly against the Guarantor. No extensions, modifications or changes to the Agreement shall release the Guarantor or affect this Guaranty in any way, and the Guarantor waives notification thereof. 03131/93 5169Q/2460/09 Page 1 of 5 3. The Guarantor hereby waives all of the suretyship provisions of the California Civil Code Sections 2788 through 2855. 4. Guarantor waives: (a) any defense based upon any legal disability or other defense of Developer, any other guarantor or other person or by reason of the cessation or limitation of the liability of Developer from any cause other than full payment of all sums payable under the Agreement (including without limitation the Attachments thereto); (b) any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of Developer or any principal of Developer or any defect in the formation of Developer or any principal of Developer; (c) any defense based upon the application by Developer of the funds for purposes other than the purposes represented by Developer to Agency or intended or understood by Agency or Guarantor; (d) any defense based upon Agency's election of any remedy against Guarantor or Developer or both including, without limitation, election by Agency to exercise its rights under the power of sale set forth in the Deed of Trust (Attachment No. 7 to the Agreement) and the consequent loss by Guarantor of the right to recover any deficiency from Developer; (e). any --defense based upon Agency's failure to disclose to Guarantor any information concerning Developer's financial condition or any other circumstances bearing on Developer's ability to pay all sums payable under the Agreement (including without limitation the Attachments thereto); (f) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other respects more burdensome than that of a principal; (g) any defense based upon Agency's election, in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code or any successor statute; (h) any defense based upon any borrowing or any grant of a security interest under Section 364 of the Federal Bankruptcy Code; (i) any right of subrogation, any right to enforce any remedy which Agency may have against Developer or any other guarantors and any right to participate in, or benefit from, any security for the Agreement or the Creditor Agreement (including without limitation the Attachments thereto) now or hereafter held by Agency; (j) presentment, demand, protest and notice of any kind; and (k) the benefit of any statute of limitations affecting the liability of Guarantor hereunder or the enforcement hereof. Guarantor agrees that the payment of all sums payable under the Agreement -(including without limitation the Attachments thereto) or any part thereof or other act which tolls any statute of limitations applicable to the Agreement (including without limitation the Attachments thereto) shall similarly operate to toll the statute of limitations applicable to Guarantor's liability hereunder. Without limiting the generality of the foregoing or any other provision hereof, 03 /31/93 5169Q/2460/09 Page 2 of 5 Guarantor expressly waives any and all benefits which might otherwise be available to Guarantor under California Civil Code Sections 2809, 2810, 2819, 2839, 2845, 2849, 2850, 2899 and 3433 and California Code of Civil Procedure Sections 580(a), 580(b), 580(d) and 726, or any of such sections. 5. Guarantor hereby waives and agrees not to assert or ta}:e advantage of (a) any right to require Agency to proceed against the Developer (or any guarantor other than the undersigned) or to pursue any other remedy in the Agency's power before proceeding against the Guarantor, (b) demand, protest, and notice which the Agency may be required to be provided to Developer- under the Agreement, and (c) any duty on the part of Agency to disclose to Guarantor any facts Agency or the City of Huntington Beach now or hereafter know about the Site, the Agreement, or the Developer, regardless of whether Agency has reason to believe that any such facts materially increase the risks beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of all circumstances regarding the Site, the Agreement, the obligations of the=Developer, the financial condition of the Developer or any of the Interested Persons and of all circumstances bearing on the risk of any obligation by Developer (and all of the Interested Persons) hereby guaranteed. 6. Guarantor shall have no right of subrogation and waives any right to enforce any remedy the Agency now has or may hereafter have against the Developer, and any benefit of, and any right to participate in any security now or hereafter held by Agency. The obliyationt of Guarantor hereunder are independent of the obligations of Developer and, in the event of default hereunder, a separate action or actions may be brought and prosecuted against Guarantor (or any other guarantor) whether or not Developer (or any other guarantor) is joined therein or a separate action or actions are brought against Developer. 8. In the event of any litigation between Agency and Guarantor arising out of this Guaranty, the prevailing party shall be entitled to recover its reasonable costs and attorney's fees. 9.. No provision of this Guaranty can be waived nor can Guarantor be released from the obligations hereunder except by a writing duly executed by the Agency. 10: Guarantor agrees to pay all reasonable attorney's fees and all other costs and expenses which may be incurred by 03/31/ 013 5169Q/2460/09 Page 3 of 5 Agency in enforcing or attempting to enforce this Guaranty, whether the same shall be enforced by suit or otherwise. 11. Guarantor hereby waives notice of any demand by the Agency, as well as notice of any default by the Developer. 12. This guaranty is intended to be solely for the benefit of the Agency, the City and any successor in interest due to the operation of law. It is not intended to be for the benefit of any third party. 13. This Guaranty shall remain in effect notwithstanding any bankruptcy, reorganization or insolvency of the Developer or any successor or assignee thereof or any disaffirmance by a trustee of the Developer. 14. This Guaranty shall inure to the benefit of and bind the successors and assigns of Agency and Guarantor. 15. Guarantor agrees that jurisdiction and venue with respect to any matter pertaining to the Guaranty or acts or omissions hereunder shall lie exclusively with the Superior Court of the County of San Bernardino, State of California, in an appropriate municipal court of that county, or in the Federal District Court in the Central District of California. Guarantor irrevocably waives any and all defenses based upon revenue or forum non conveniens. lb. The laws of the State of California shall govern the interpretation and enforcement of this Guaranty. IN WITNESS MHEREOF, the undersigned has executed this Guaranty this —L( day of v --, , 1993. By: /i/" Its: 03 /31/93 5169Qi246C,'09 Page 4 of 5 STATE OF CALIFORNIA ) COUNTY OF �� ) On (name, itle, personally appeared ss. before me, "Jane Do Notary Public ), (name(s) of signer(s)), personally known to me -- U -- �r, proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. Witness my hand and official seal. 0MCIAL SEAL JMEi E. BINGO . •c� ND 7 P,N;c • caabme i� Prn 'sOt4ce!n (signature of N t ry) - yf Com.tsiGn E�►rK jtn 16 19C5 CAPACITY CLAIMED BY SIGNER: Individual Corporate Officer(s): Title() Partner(s): Limited General Attorney -in -Fact Trustee(s) Guardian/Conservator Other: SIGNER IS REPRESENTING: Name of Person(s) or Entity(ies) ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT n ; Gr'r T Prn Al K1k.1m1: Title or Type of Document Number of Paaes Date of Document Signer(s) Other Than Named Above: 03/31/93 5169Q/2460/09 Page 5 of 5 GUARANTY AND AGREEMENT OF GEORGE DRAPER THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTIN3,TON BEACH (the "Agency"), COULTRUP COMPANIES, a California corporation, BIRTCHER REAL ESTATE LIMITED, a California limited partnership, and MAIN PIER PHASE II PARTNERSHIP, a California general partnership (the "Developers") have entered into a Disposition and Development Agreement dated as of , 1993 (the "Agreement"). The Agreement provides that GEORGE DRAPER (the "Guarantor"), a general partner of the Main Pier Phase II Partnership for obligations relating to the Block 104 portion of the Site, shall make and deliver a guaranty as provided in the Agreement. R E C I T A L S A. The Guarantor will benefit by the Agreement. The Agreement will redevelop and increase commercial activity within the vicinity of the "Site" (as Site is defined in the Agreement). B. The execution by the Guarantor of this Guaranty is a condition but for which the Agency would not execute the Agreement. C. The Guarantor has reviewed this Guaranty and the Agreement with counsel of its choosing. In consideration of the execution of the Agreement and of other valuable consideration, receipt of which is hereby acknowledged: 1. Guarantor guarantees to each of Agency the full, timely and faithful performance by the Block 104 Developer of all of its obligations, duties, promises, covenants and agreements as set forth in the Agreement, including without limitation development of the Block 104 Developer Improvements and the payment of the Agency Equity Participation Amount and all other consideration payable by the Block 104 Developer pursuant to the Agreement. Guarantor's obligations and rights hereunder are coextensive with the Block 104 Developer's and this guaranty does not seek to impose any greater responsibilities on the Guarantor than those responsibilities which may be enforced against the Bloc; 104 Developer. 2. This Guaranty is unconditional and may be enforced directly against the Guarantor. No extensions, modifications or changes to the Agreement shall release the Guarantor or affect this Guaranty in any way, and the Guarantor waives notification thereof. 03/31/93 5159Q/2450/09 Page 1 of 5 3. The Guarantor hereby waives all of the suretyship provisions of the California Civil Code Sections 2788 through 2855. 4. Guarantor waives: (a) any defense based upon any legal disability or other defense of Developer, any other guarantor or other person or by reason of the cessation or limitation of the liability of Developer from any cause other than full payment of all sums payable under the Agreement (including without limitation the Attachments thereto); (b) any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of Developer or any principal of Developer or any defect in the formation of Developer or any principal of Developer; (c) any defense based upon the application by Developer of the funds for purposes other than the purposes represented by Developer to Agency or intended or understood by Agency or Guarantor; (d) any defense based upon Agency's election of any remedy against Guarantor or Developer or both including, without limitation, election by Agency to exercise its rights under the power of sale set forth in the Deed of Trust (Attachment No. 7 to the Agreement) and the consequent loss by Guarantor of the right to recover any deficiency from Developer; (e) any defense based upon Agency's failure to disclose to Guarantor any information concerning Developer's financial Condition or any other circumstances bearing on Developer's ability to pay all sums payable under the Agreement (including without limitation the Attachments thereto); (f) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other respects more burdensome than that of a T principal; (g) any defense based upon Agency's election, in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code or any successor statute; (h) any defense based upon any borrowing or any grant of a security interest under Section 364 of the Federal Bankruptcy Code; (i) any right of subrogation, any right to enforce any remedy which Agency may have against Developer or any other guarantors and any right to participate in, or benefit from, any security for the Agreement or the Creditor Agreement (including without limitation the Attachments thereto) now or hereafter held by Agency; (3) presentment, demand, protest and notice of any kind; and (k) the benefit of any statute of limitations affecting the liability of Guarantor hereunder or the enforcement hereof. Guarantor agrees that the payment of all sums payable under the Aareement•(includincg without limitation the Attachments thereto) or any part thereof or other act which tolls any statute of limitations applicable to the Agreement (including without limitation the Attachments thereto) shall similarly operate to toll the statute of limitations applicable to Guarantor's liability hereunder. Without limiting the generality of the foregoing or any other provision hereof, 03/31/93 5169Q,'2460; 09 Page 2 of 5 Guarantor expressly waives any and all benefits which might otherwise be available to Guarantor under California Civil Code Sections 2809, 2810, 2819, 2839, 2845, 2849, 2850, 2899 and 3433 and California Code of Civil Procedure Sections 580(a), 580(b), 580(d) and 726, or any of such sections. 5. Guarantor hereby waives and agrees not to assert or take advantage of (a) any right to require Agency to proceed against the Developer (or any guarantor other than the undersigned) or to pursue any other remedy in the Agency's power before proceeding against the Guarantor, (b) demand, protest, and notice which the Agency may be required to be provided to Developer under the Agreement, and (c) any duty on the part of Agency to disclose to Guarantor any facts Agency or the City of Huntington Beach now or hereafter know about the Site, the Agreement, or the Developer, regardless of whether Agency has reason to believe that any such facts materially increase the risks beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of all circumstances regarding the Site, the Agreement, the obligations of the -Developer, the financial condition of the Developer or any of the Interested Persons and of all circumstances bearing on the risk of any obligation by Developer (and all of the Interested Persons) hereby guaranteed. 6. Guarantor shall have no right of subrogation and waives any right to enforce any remedy the agency now has or may hereafter have against the Developer, and any benefit of, and any right to participate in any security now or hereafter held by Agency. 110 The obligations of Guarantor hereunder are independent of the obligations of Developer and, in the event of default hereunder, a separate action or actions may be brought and prosecuted against Guarantor (or any other guarantor) whether or not Developer for any other guarantor) is joined therein or a separate action or actions are brought against Developer. 8. In the event of any litigation between Agency and Guarantor arising out of this Guaranty, the prevailing party shall be entitled to recover its reasonable costs and attorney' s fees. 9. No provision of this Guaranty can be waived nor can Guarantor be released from, the obligations hereunder except by a writing duly executed by the Agency. 10. Guarantor agrees to pay all reasonable attorney's fees and all other costs and expenses which may be incurred by 03 /31 /93 510'9Q;2460/09 Page 3 of 5 Agency in enforcing or attempting to enforce this Guaranty, whether the same shall be enforced by suit or otherwise. 11. Guarantor hereby waives notice of any demand by the Agency, as well as notice of any default by the Developer. 12. This guaranty is intended to be solely for the benefit of the Agency, the City and any successor in interest due to the operation of law. It is not intended to be for the benefit of any third party. 13. -This Guaranty shall remain in effect notwithstanding any bankruptcy, reorganization or insolvency of the Developer or any successor or assignee thereof or any disaffirmance by a trustee of the Developer. 14. This Guaranty shall inure to the benefit of and bind the successors and assigns of Agency and Guarantor. 15. Guarantor agrees that jurisdiction and venue with respect to any matter pertaining to the Guaranty or acts or omissions hereunder shall lie exclusively with the Superior Court of the County of San Bernardino, State of California, in an appropriate municipal court of that county, or in the Federal District Court in the Central District of California. Guarantor irrevocably waives any and all defenses based upon revenue or forum non conveniens. 16. The laws of the State of California shall govern the interpretation and enforcement of this Guarantyl IN WITNESS %,-HEREOF, the undersigns h !s xe Guaranty this day of 993 XBy By: Its: 03/31/93 5169Q/2460/09 Page 4 of 5 STATE OF CALIFORNIA } ) ss. COUNTY OF ) On 413123 before mec ' -�"'-(name, title, .g., ",Jane Doe, personally appeared _, .0 -,�& 4. xd��- tary Public"), (name(s) 6f signer(s)), impersonally known to me -- OR -- proved to me on the basis of satisfactory evidence to be the person(4) whose name() ( r subscribed to the within instrument and knowledged to me that/.&hehey executed the s e in is r authorized capacity(-les) and that by ii �r signature ) on the instrument the person( the entity upon behal of which the person) acted, eelcuted the instrument. Witness my hand and official seal. OFFK;%At SEAL LNDA SUE SURACI Notary PjMc•Caotamla ORANGE COUNTY iv AL=M 21. IM I * C MMNk ti Eg*8: ( Signature of Notary) CA?ACITY CLAIMED BY SIGNER: yIndividual Corporate Officer(s): _ Partner(s): Attorney -in -Fact Trustee(s) Guardian/Conservator Other: Title(s) Limited General SIGNER IS REPRESENTING: Name of Person(s) or Entity(ies) ATTENTION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT• Title or Type of Document ?]umber of Pages Date of Document Signer(s) Other Than Named Above: 03/ 31/93 5169Q/2Y60/09 Page 5 of 5 GUARANTY AND AGREEMENT OF FRANC: ALFONSO THE REDEVELOPMENT AGENCY OF THE CIT'i OF HUNTINGTON BEACH (the "Agency"), COULTRUP COMPANIES, a California corporation, BIRTCHER REAL ESTATE LIMITED, a California limited partnership, and MAIN PIER PHASE II PARTNERSHIP, a California general partnership (the "Developers") have entered into a Disposition and Development Agreement dated as of , 1993 (the "Agreement"). The Agreement provides that FRANC: ALFONSO (the "Guarantor"), a general partner of the Main Pier Phase II Partnership for obligations relating to the Block 104 portion of the Site, shall make and deliver a guaranty as provided in the Agreement. R E C I T A L S A. The Guarantor will benefit by the Agreement. The Agreement will redevelop and increase commercial activity within the vicinity of the "Site" (as Site is defined in the Agreement). E. The execution by the Guarantor of this Guaranty is a condition but for which the Agency would not execute the Agreement. C. The Guarantor has reviewed this Guaranty and the Agreement with counsel of its choosing. In consideration of the execution of the Agreement and of other valuable consideration, receipt of which is hereby acknowledged: 1. Guarantor guarantees to each of Agency the full, timely and faithful performance by the Block 104 Developer of all of its obligations, duties, promises, covenants and agreements as set forth in the Agreement, including without limitation development of the Block 104 Developer Improvements and the payment of the Agency Equity Participation Amount and all other consideration payable by the Block 104 Developer pursuant to the Agreement. Guarantor's obligations and rights hereunder are coextensive with the Bloc: 104 Developer's and this guaranty does not seek to impose any greater responsibilities on the Guarantor than those responsibilities which may be enforced against the Block 104 Developer. 2. This Guaranty is unconditional and may be enforced directly against the Guarantor. No extensions, modifications or changes to the Agreement shall release the Guarantor or affect this Guaranty in any way, and the Guarantor waives notification thereof. 03, 31; 93 5169Q/2460/09 Page 1 of 5 3. The Guarantor hereby waives all of the suretyship provisions of the California Civil Code Sections 2768 through 2855. 4. Guarantor waives: (a) any defense based upon any legal disability or other defense of Developer, any other guarantor or other person or by reason of the cessation or limitation of the liability of Developer from any cause other than full payment of all sums payable under the Agreement (including without limitation the Attachments thereto); (b) any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of Developer or any principal of Developer or any defect in the formation of Developer or any principal of Developer; (c) any defense based upon the application by Developer of the funds for purposes other than the purposes represented by Developer to Agency or intended or understood by Agency or Guarantor; (d) any defense based upon Agency's election of any remedy against Guarantor or Developer or both including, without limitation, election by Agency to exercise its rights under the power of sale set forth in the Deed of Trust (Attachment No. 7 to the Agreement) and the consequent loss by Guarantor of the night to recover any deficiency from Developer; (e) any defense based upon Agency's failure to disclose to Guarantor any information concerning Developer's financial condition or any other circumstances bearing on Developer's ability to pay all sums payable under the Agreement (including without limitation the Attachments thereto); (f) any defense based upon any statute or rule of law which provides that the: obligation of a surety must be neither larger in amount nor in any other respects more burdensome than that of a principal; (g) any defense based upon Agency's election, in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code or any successor statute; (h) any defense based upon any borrowing or any grant of a security interest under Section 364 of the Federal Bankruptcy Code; (i) any right of subrogation, any right to enforce any remedy which Agency may have against Developer or any other guarantors and any right to participate in, or benefit from, any security for the Agreement or the Creditor Agreement (including without limitation the Attachments thereto) now or hereafter held by Agency; (j) presentment, demand, protest and notice of any kind; and (k) the benefit of any statute of limitations affecting the liability of Guarantor hereunder or the enforcement hereof. Guarantor agrees that the payment of all sums payable under the ngreement•(including without limitation the Attachments thereto) or any part thereof or other act which tolls any statute of limitations applicable to the Agreement (including without limitation the Attachments thereto) shall similarly operate to toll the statute of limitations applicable to Guarantor's liability hereunder. Without limiting the generality of the foregoing or any other provision hereof, 03/3-1/93 5169Q/2460/09 Page 2 of 5 Guarantor expressly waives any and all benefits which might otherwise be available to Guarantor under California Civil Code Sections 2809, 2810, 2819, 2639, 2845, 2849, 2850, 2899 and 3433 and California Code of Civil Procedure Sections 580(a), 580(b), 580(d) and 726, or any of such sections. S. Guarantor hereby waives and agrees not to assert or take advantage of (a) any right to require Agency to proceed against the Developer (or any guarantor other than the undersigned) or to pursue any other remedy in the Agency's power before proceeding against the Guarantor, (b) demand, protest, and notice which the agency may be required to be provided to Developer under the Agreement, and (c) any duty on the part of Agency to disclose to Guarantor any facts Agency or the City of Huntington Beach now or hereafter know about the Site, the Agreement, or the Developer, regardless of whether Agency has reason to believe that any such facts materially increase the risks beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of all circumstances regarding the Site, the Agreement, the obligations of the`Developer, the financial condition of the Developer or any of the Interested Persons and of all circumstances bearing on the risk of any obligation by Developer (and all of the Interested Persons) hereby guaranteed. 6. Guarantor shall have no right of subrogation and waives any right to enforce any remedy the Agency now has or y may hereafter have against the Developer, and any benefit of, and anv right to participate in any security now or hereafter held by Agency. 7. The obligations of Guarantor hereunder are independent of the obligations of Developer and, in the event of default hereunder, a separate action or actions may be brought and prosecuted against Guarantor (or any other Guarantor) whether or not Developer (or any other guarantor) is joined therein or a separate action or actions are brought against Developer. S. In the event of any litigation between Agency and Guarantor arising out of this Guaranty, the prevailing party shall be entitled to recover it: reasonable costs and attorney's fees. 9: 'No provision of this Guaranty can be waived nor can Guarantor be released from the obligations hereunder except by a writing duly executed by the Agency. 10. Guarantor agrees to pay all reasonable attorney's fees and all other costs and expenses which may be incurred by 03,131/93 5169Q/ 2460; 09 Page 3 of 5 GUARANTY AND AGREEMENT OF GILBERT R. GEILIM THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH (the "Agency"), COULTRUP COMPANIES, a California corporation, BIRTCHER REAL ESTATE LIMITED, a California limited partnership, and KkIN PIER PHASE II PARTNERSHIP, a California general partnership (the "Developers") have entered into a Disposition and Development Agreement dated as of , 1993 (the "Agreement"). The Agreement provides that GILBERT R. GEILIM (the "Guarantor"), a general partner of the Main Pier Phase II Partnership for obligations relating to the Block 104 portion of the Site, shall make and deliver a guaranty as provided in the Agreement. R E C I T A L S A. The Guarantor will benefit by the Agreement. The Agreement will redevelop and increase commercial activity within the vicinity of the "Site" (as Site is defined in the Agreement). B. The execution by the Guarantor of this Guaranty is a condition but for which the Agency would not execute the Agreement. C. The Guarantor has reviewed this Guaranty and the Agreement with counsel of its choosing. In consideration of the execution of the Agreement and of other valuable consideration, receipt of which is hereby acknowledged: 1. Guarantor guarantees to each of Agency the full, timely and faithful performance by the Block 104 Developer of all of its obligations, duties, promises, covenants and agreements as set forth in the Agreement, including without limitation development of the Block 104 Developer Improvements and the payment of the Agency Equity Participation Amount and sll other consideration payable by the Block 104 Developer pursuant to the Agreement. Guarantor's obligations and rights hereunder are coextensive with the Block 104 Developer's and this guaranty does not seek to impose any greater responsibilities on the Guarantor than those responsibilities which may be enforced against the Block 104 Developer. 2. This Guaranty is unconditional and may be enforced directly against the Guarantor. No extensions, modifications or changes to the Agreement shall release the Guarantor or affect this Guaranty in any way, and the Guarantor waives notification thereof. 03 /31,/93 5169Q%2460/09 Page 1 of 5 3. The Guarantor hereby waives all of the suretyship provisions of the California Civil Code Sections 2788 through 2855. 4. Guarantor waives: (a) any defense based upon any legal disability or other defense of Developer, any other guarantor or other person or by reason of the cessation or limitation of the liability of Developer from any cause other than full payment of all sums payable under the Agreement (including without limitation the Attachments thereto); (b) any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of Developer or any principal of Developer or any defect in the formation of Developer -or any principal of Developer; (c) any defense based upon the application by Developer of the funds for purposes other than the purposes represented by Developer to Agency or intended or understood by Agency or Guarantor; (d) any defense based upon Agency's election of any remedy against Guarantor or Developer or both including, without limitation, election by Agency to exercise its rights under the power of sale set forth in the Deed of Trust (Attachment No. 7 to the Agreement) and the consequent loss by Guarantor of the right to recover any deficiency from Developer; (e) any defense based upon Agency's failure to disclose to Guarantor any information concerning Developer's financial condition or any other circumstances bearing on Developer's ability to pay all sums payable under the Agreement (including without limitation the Attachments thereto); (f) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other respects more burdensome than that of a principal; (g) any defense based upon Agency's election, in any proceeding, instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code or any successor statute; (h) any defense based upon any borrowing or any grant of a security interest under Section 364 of the Federal Bankruptcy Code; (i) any right of subrogation, any right to enforce any remedy which Agency may have against Developer or any other guarantors and any right to participate in, or benefit from, any security for the Agreement or the Creditor Rgreement (including without limitation the Attachments thereto) now or hereafter held by Agency; (j) presentment, demand, protest and notice of any kind; and (k) the benefit of any statute of limitations affecting the liability of Guarantor hereunder or the enforcement hereof. Guarantor agrees that the payment of all sums payable under the Agreement (including without limitation the Attachments thereto) or any part thereof or other act which tolls any statute of limitations applicable to the Agreement (including without limitation the Attachments thereto) shall similarly operate to toll the statute of limitations applicable to Guarantor's liability hereunder. Without limiting the generality of the foregoing or any other provision hereof, 03/31/93 5169Q.'2460,/09 Page 2 of 5 Guarantor expressly waives any and all benefits which might otherwise be available to Guarantor under California Civil Code Sections 2809, 2810, 2819, 2839, 2845, 2849, 2850, 2899 and 3433 and California Code of Civil Procedure Sections 580(a), 580(b), 580(d) and 726, or any of such sections. 5. Guarantor hereby waives and agrees not to assert or take advantage of (a) any right to require Agency to proceed against the Developer (or any guarantor other than the undersigned) or to pursue any other remedy in the Agency's power before proceeding against the Guarantor, (b) demand, protest, and notice which the Agency may be required to be provided to Developer under the Agreement, and (c) any duty on the part of Agency to disclose to Guarantor any facts Agency or the City of Huntington Beach now or hereafter know about the Site, the Agreement, or the Developer, regardless of whether Agency has reason to believe that any such facts materially increase the risks beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of all circumstances regarding the Site, the Agreement, the obligations of the Developer, the financial condition of the Developer or any of the Interested Persons and of all circumstances bearing on the risk; of any obligation by Developer (and all of the Interested Persons) hereby guaranteed. 6. Guarantor shall have no right of subrogation and waives any right to enforce any remedy the Agency now has or may hereafter have against the Developer, and any benefit of, and any right to participate in any security now or hereafter held by Agency. 7. The obligations of Guarantor hereunder are independent of the obligations of Developer and, in the event of default hereunder, a separate action or actions may be brought and prosecuted against Guarantor (or any other guarantor) whether or not Developer (or any other guarantor) is joined therein or a separate action or actions are brought against Developer. 8. In the event of any litigation between Agency and Guarantor arising out of this Guaranty, the prevailing party shall be entitled to recover its reasonable costs and attorney's fees. a.. No provision of this Guaranty can be waived nor can Guarantor be released from the obligations hereunder except by a writing duly executed by the Agency. 10. Guarantor agrees to pay all reasonable attorney's fees and all other costs and expenses which may be incurred by 03/31/93 51699/2460/09 Page 3 of 5 '93 06/01 07:29 %Y 7143754735 COULTRUP 0 05 Agency in enforcing or attempting to enforce thin Guaranty, Whether the same shall be enforced by suit or otherwise. 11. Guarantor hereby waives notice of any demand by the Agency, as well as notice of any default by the Developer. 12. This guaranty is intended to be solely for the benefit of the Agency, the City and any successor in interest due to the operation of lay:. It is not intended to'be -for the benefit. of any third party. 13. Me Guaranty shall remain in effect notwithstanding any bankruptcy, reorganization or insolvency of the Developer or any successor or assignee thereof or Any disaffirmance by a trustee of the Developer. 14. This Guaranty *bull inure to the benefit of and bind the successor: and assigns of Agency and Guarantor. 15. Guarantor agrees that jurisdiction and venue with respect to any matter pertaining to the Guaranty or acts or omissions hereunder shall lie exclusively with the Superior Court of the County of San Bernardino, State of California, in an appropriate municipal court of that county, or in the Federal. District Court in the Central District of California. Guarantor irrevocably waives any and all defennez based upon revenue or forum Uon convenions. 16. The laws of the State of California :hall govern the interpretation and enforcement of this Guaranty. IN WITNESS WHEREOF, the undersigned has executed this Guaranty this _i0 day of .__ _ , 3993. L+ }r . its:_ it By:_./ . yofS '93 06i01 07:28 $ 7143754735 COULTRUP & tWA STATE OF CALIFORNIA COUNTY OF •�c.��. _ ) On before me, 6e',-Ja (name, title, e.g., "Jane Doe; Notary Pub* ub is"), personally appeared r-fa,k. 6 c Aso-- be c1' ; n7 (name(s) of signer(rs)), . personally known to me -- OR -- proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in His/her/their authorised capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf oz which the percon(s) acted, executed the instrument. Witness my hand and official sea . OFFICIAL SEAL BRENDA G. ALFONSO `� • •'y07ARY PU8LIC•CALIFQANIA ' LOS ANGELES COW.7Y ( Signatu ke of AIY GC12I. EXP. JULY 8 1994 $c CAPACITY CLAIMED BY SIGNER: Individual Corporate Officer(s): Title(s) Partner(s): Limited General Attorney -in -Fact Trustee(s) Guardian/Conservator other. SIGNER IS REPRESENTING: rr /� Name of Persons) or Entity(ies) t ror%L 0090n5o ATTENTION NOTARY: Although the information requested below is OPTIONAL. it could prevent fraudulent attachment of this Certificate to another document. THIS CERTIFICATE Title or Type of Document MUST BE ATTACHED ag TO THE DOCLDIENT Number of g s ,^Q DESCRIUD Date of Document _(e - Ia ;2 3 _ AT RICHT: Sxgner(s) Other Than Named Above: GUARANTY AND AGREEMENT OF LOREN JOHNSON, M.D. THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH (the "Agency"), COULTRUP COMPANIES, a California corporation, BIRTCHER REAL ESTATE LIMITED, a California limited partnership, and MAIN PIER PHASE II PARTNERSHIP, a California general partnership (the "Developers") have entered into a Disposition and Development Agreement dated as of , 1993 (the "Agreement"). The Agreement provides that LOREN JOHNSON, M.D. (the "Guarantor"), a general partner of the Main Pier Phase II Partnership for obligations relating to the Block 104 portion of the Site, shall make and deliver a guaranty as provided in the Agreement. R E C I T A L S A. The Guarantor will benefit by the Agreement. The Agreement will redevelop and increase commercial activity within the vicinity of the "Site" (as Site is defined in the Agreement). r B. The execution by the Guarantor of this Guaranty is a condition but for which the Agency would not execute the Agreement. C. The Guarantor has reviewed this Guaranty and the Agreement with counsel of its choosing. In consideration of the execution of the Agreement and of other valuable consideration, receipt of which is hereby acknowledged: 1. Guarantor guarantees to each of Agency the full, timely and faithful performance by the Block 104 Developer of all of its obligations, duties, promises, covenants and agreements as set forth in the Agreement, including without limitation development of the Block 104 Developer Improvements and the payment of the Agency Equity Participation Amount and all other consideration payable by the Block 104 Developer pursuant to the Agreement. Guarantor's obligations and rights hereunder are coextensive with the Block 104 Developer's and this guaranty does not seek to impose any greater responsibilities on the Guarantor than those responsibilities which may be enforced against the Bloc: 104 Developer. 2. This Guaranty is unconditional and may be enforced directly against the Guarantor. No extensions, modifications or changes to the Agreement shall release the Guarantor or affect this Guaranty in any way, and the Guarantor waives notification thereof. 03/31; 93 5169Q/2460/09 Page 1 of 5 3. The Guarantor hereby waives all of the suretyship provisions of the California Civil Code Sections 2788 through 2855. 4. Guarantor waives: (a) any defense based upon any legal disability or other defense of Developer, any other guarantor or other person or by reason of the cessation or limitation of the liability of Developer from, any cause other than full payment of all sums payable under the Agreement (including without limitation the Attachments thereto); (b) any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of Developer or any principal of Developer or any defect in the formation of Developer or any principal of Developer; (c) any defense based upon the application by Developer of the funds for purposes other than the purposes represented by Developer to Agency or intended or understood by Agency or Guarantor; (d) any defense based upon Agency's election of any remedy against Guarantor or Developer or both including, without limitation, election by Agency to exercise its rights under the power of sale set forth in the Deed of Trust (Attachment No. 7 to the Agreement) and the consequent loss by Guarantor of the right to recover any deficiency from Developer; (e) any -defense based upon Agency's failure to disclose to Guarantor any information concerning Developer's financial condition or any other circumstances bearing on Developer's ability to pay all sums payable under the Agreement (including without limitation the Attachments thereto); (f) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other respects more burdensome than that of a principal; (g) any defense based upon Agency's election, in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code or any successor statute; (h) any defense based upon any borrowing or any grant of a security interest under Section 364 of the Federal Bankruptcy Code; (i) any right of subrogation, any right to enforce any remedy which Agency may have against Developer or any other guarantors and any right to participate in, or benefit from, any security for the Agreement or the Creditor F.greement (including without limitation the Attachments thereto) now or hereafter held by Agency; (j) presentment, demand, protest and notice of any kind; and (k) the benefit of any statute of limitations affecting the liability of Guarantor hereunder or the enforcement hereof. Guarantor agrees that the payment of all sums payable under the Agreement (including without limitation the Attachments thereto) or any part thereof or other act which tolls any statute of limitations applicable to the Agreement (including without limitation the Attachments thereto) shall similarly operate to toll the statute of limitations applicable to Guarantor's liability hereunder. Without limiting the generality of the foregoing or any other provision hereof, 03/31/93 5169Q/2460/09 Page 2 of 5 Guarantor expressly waives any and all benefits which might otherwise be available to Guarantor under California Civil Code Sections 2809, 2810, 2819, 2839, 2845, 2849, 2850, 2899 and 3433 and California Code of Civil Procedure Sections 580(a), 580(b), 580(d) and 726, or any of such sections. 5. Guarantor hereby waives and agrees not to assert or take advantage of (a) any right to require Agency to proceed against the Developer (or any guarantor other than the undersigned) or to pursue any other remedy in the Agency's power before proceeding against the Guarantor, (b) demand, protest, and notice which the Agency may be required to be provided to Developer under the Agreement, and (c) any duty on the part of Agency to disclose to Guarantor any facts Agency or the City of Huntington Beach now or hereafter know about the Site, the Agreement, or the Developer, regardless of whether Agency has reason to believe that any such facts materially increase the risks beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of all circumstances regarding the Site, the Agreement, the obligations of the Developer, the financial condition of the Developer or any of the Interested Persons and of all circumstances bearina on the risk of any obligation by Developer (and all of the Interested Persons) hereby guaranteed. 6. Guarantor shall have no right of subrogation and naives any right to enforce any remedy the Agency now has or may hereafter have against the Developer, and any benefit of, and any right to participate in any security now or hereafter held by Agency. 7. The obligations of Guarantor hereunder are independent of the obligations of Developer and, in the event of default hereunder, a separate action or actions may be brought and prosecuted against Guarantor (or any other guarantor) whether or not Developer (or any other guarantor) is joined therein or a separate action or actions are brought against Developer. S. In the event of any litigation between Agency and Guarantor arising out of this Guaranty, the prevailing party shall be entitled to recover its reasonable costs and attorney's fees. G. No provision of this Guaranty can be waived nor can Guarantor be released from the obligations hereunder except by a writing duly executed by the Agency. 10. Guarantor agrees to pay all reasonable attorney's fees and all other costs and expenses which may be incurred by 03/31/93 5169Q./2460/09 Page 3 of 5 GUARANTY AND AGREEMENT OF BIRTCHER REAL ESTATE LIMITED THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH (the "Agency"), COULTRUP COMPANIES, a California corporation, BIRTCHER REAL ESTATE LIMITED, a California limited partnership, and MAIN PIER PHASE II PARTNERSHIP, a California general partnership (the "Developers") have entered into a Disposition and Development Agreement dated as of , 1993 (the "Agreement"). The Agreement provides that BIRTCHER REAL ESTATE LIMITED (the "Guarantor") shall make and deliver a guaranty as provided in the Agreement. R E C I T A L S A. The Guarantor will benefit by the Agreement. The Agreement will redevelop and increase commercial activity within the vicinity of the "Site" (as Site is defined in the Agreement). B. The execution by the Guarantor of this Guaranty is a condition but for which the Agency would not execute the Agreement. C. The Guarantor has reviewed this Guaranty and the Agreement with counsel of its choosing. In consideration of the execution of the Agreement and of other valuable consideration, receipt of which is hereby acknowledged: 1. Guarantor guarantees to each of Agency the full, timely and faithful performance by the Block 105 Developer of all of its obligations, duties, promises, covenants and agreements as set forth in the Agreement, including without limitation development of the Block 105 Developer Improvements and the payment of the Agency Equity Participation Amount and all other consideration payable by the Block 105 Developer pursuant to the Agreement. Guarantor's obligations and rights hereunder are coextensive with the Block 105 Developer's and this guaranty does not seek to impose any greater responsibilities on the Guarantor than those responsibilities which may be enforced against the Block 105 Developer. 2.' This Guaranty is unconditional and may be enforced directly against the Guarantor. No extensions, modifications or changes to the Agreement shall release the Guarantor or affect this Guaranty in any way, and the Guarantor waives notification thereof. 03/31/93 5169Q/2460/09 Page 1 of 5 3. The Guarantor hereby waives all of the suretyship provisions of the California Civil Code Sections 2788 through 2855. 4. Guarantor waives: (a) any defense based upon any legal disability or other defense of Developer, any other guarantor or other person or by reason of the cessation or limitation of the liability of Developer from any cause other than full payment of all sums payable under the Agreement (including without limitation the Attachments thereto); (b) any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of Developer or any principal of Developer or any defect in the formation of Developer or any principal of Developer; (c) any defense based upon the application by Developer of the funds for purposes other than the purposes represented by Developer to Agency or intended or understood by Agency or Guarantor; (d) any defense based upon Agency's election of any remedy against Guarantor or Developer or both including, without limitation, election by Agency to exercise its rights under the power of sale set forth in the Deed of Trust (Attachment No. 7 to the Agreement) and the consequent loss by Guarantor of the right to recover any deficiency from Developer; (e) any defense based upon Agency's failure to disclose to Guarantor any information concerning Developer's financial condition or any other circumstances bearing on Developer's ability to pay all sums payable under the Agreement (including without limitation the Attachments thereto); (f) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other respects more burdensome than that of a principal; (g) any defense based upon Agency's election, in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code or any successor statute; (h) any defense based upon any borrowing or any grant of a security interest under Section 364 of the Federal Bankruptcy Code; (i) any right of subrogation, any right to enforce any remedy which Agency may have against Developer or any other guarantors and any right to participate in, or benefit from, any security for the Agreement or the Creditor Agreement (including without limitation the Attachments thereto) now or hereafter held by Agency; (j) presentment, demand, protest and notice of any kind; and (k) the benefit of any statute of limitations affecting the liability of Guarantor hereunder or the enforcement hereof. Guarantor agrees that the payment of all sums payable under the Agreement (including without limitation the Attachments thereto) or any part thereof or other act which tolls any statute of limitations applicable to the Agreement (including without limitation the Attachments thereto) shall similarly operate to toll the statute of limitations applicable to Guarantor's liability hereunder. Without limiting the generality of the foregoing or any other provision hereof, 03/31/93 5169Q/2450/09 Page 2 of 5 Guarantor expressly waives any and all benefits which might otherwise be available to Guarantor under California Civil Code Sections 2809, 2810, 2819, 2839, 2845, 2849, 2850, 2899 and 3433 and California Code of Civil Procedure Sections 560(a), 580(b), 580(d) and 726, or any of such sections. 5. Guarantor hereby waives and agrees not to assert or take advantage of (a) any right to require Agency to proceed against the Developer (or any guarantor other than the undersigned) or to pursue any other remedy in the Agency's power before proceeding against the Guarantor, (b) demand, protest, and notice which the Agency may be required to be provided to Developer under the Agreement, and (c) any duty on the part of Agency to disclose to Guarantor any facts Agency or the City of Huntington Beach now or hereafter know about the Site, the Agreement, or the Developer, regardless of whether Agency has reason to believe that any such facts materially increase the risks beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of all circumstances regarding the Site, the Agreement, the obligations of the.Developer, the financial condition of the Developer or any of the Interested Persons and of all circumstances bearing on the risk of any obligation by Developer (and all of the Interested Persons) hereby guaranteed. 6. Guarantor shall have no right of subrogation and waives any right to enforce any remedy the Agency now has or may hereafter have against the Developer, and any benefit of, and any right to participate in any security now or hereafter held by Agency. 7. The obligations of Guarantor hereunder are independent of the obligations of Developer and, in the event of default hereunder, a separate action or actions may be brought and prosecuted against Guarantor (or any other guarantor) whether or not Developer (or any other guarantor) is joined therein or a separate action or actions are brought against Developer. 8. In the event of any litigation between Agency and Guarantor arising out of this Guaranty, the prevailing party shall be entitled to recover its reasonable costs and attorney's fees. 9. No provision of this Guaranty can be waived nor can Guarantor be released from the obligations hereunder except by a writing duly executed by the Agency. 10. Guarantor agrees to pay all reasonable attorney's fees and all other costs and expenses which may be incurred by 03/31/93 5159Q/2460/09 Page 3 of 5 Agency in enforcing or attempting to enforce this Guaranty, whether the same shall be enforced by suit or otherwise. 11. Guarantor hereby waives notice of any demand by the Agency, as well as notice of any default by the Developer. 12. This guaranty is intended to be solely for the benefit of the Agency, the City and any successor in interest due to the operation of law. It is not intended to be for the benefit of any third party. 13. This Guaranty shall remain in effect notwithstanding any bankruptcy, reorganization or insolvency of the Developer or any successor or assignee thereof or any disaffirmance by a trustee of the Developer. 14. This Guaranty shall inure to the benefit of and bind the successors and assigns of Agency and Guarantor. 15. Guarantor agrees that jurisdiction and venue with respect to any matter pertaining to the Guaranty or acts or omissions hereunder shall lie exclusively with the Superior Court of the County of San Bernardino, State of California, in an appropriate municipal court of that county, or in the Federal District Court in the Central District of California. Guarantor irrevocably waives any and all defenses based upon revenue or forum non conveniens. 16. The laws of the State of California shall govern the interpretation and enforcement of this Guaranty. IN WITNESS WHEREOF, the undersigned has executed this Guaranty this ,2.5 day of 1993. BIRTCHER REAL ESTATE LIMITED, a California limited partnership By: BREICORP, a California corporation, Managing General Partner 00� By: c ae ii. Vossr President 03/31/93 5169Q/2460/09 Page 4 of 5 STATE OF CALIFORNIA ) ) 5S. COUNTY OF 6 ) On E1993 before me, dlecn-14•7',�6jR - personally appear6d Michael H. Voss, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. WITNESS my hand and official seal. (Official Notarial Seal) --------------- Page 5 of 5 GUARANTY AND AGREEMENT OF COULTRUP COMPANIES THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH (the "Agency"), COULTRUP COMPANIES, a California corporation, BIRTCHER REAL ESTATE LIMITED, a California limited partnership, and MAIN PIER PHASE II PARTNERSHIP, a California general partnership (the "Developers") have entered into a Disposition and Development Agreement dated as of , 1993 (the "Agreement"). The Agreement provides that COULTRUP COMPANIES (the "Guarantor") shall make and deliver a guaranty as provided in the Agreement. R E C I T A L S A. The Guarantor will benefit by the Agreement. The Agreement will redevelop and increase commercial activity within the vicinity of the "Site" (as Site is defined in the Agreement). B. The execution by the Guarantor of this Guaranty is a condition but.for which the Agency would not execute the Rgreement. C. The Guarantor has reviewed this Guaranty and the Agreement with counsel of its choosing. In consideration of the execution of the Agreement and of other valuable consideration, receipt of which is hereby acknowledged: 1. Guarantor guarantees to each of Agency the full, timely and faithful performance by the Block 104 and Block 105 Developers of all of their obligations, duties, promises, covenants and agreements as set forth in the Agreement, including without limitation development of the Block 104 and Block 105 Developer Improvements and the payment of the Agency Equity Participation Amount by Block 105 Developer and all other consideration payable by the Block 104 and Block 105 Developers pursuant to the Agreement. Guarantor's obligations and rights hereunder are coextensive with the Block 104 and Block 105 Developers' and this guaranty does not seek to impose any greater responsibilities on the Guarantor than those responsibilities which may be enforced against the Block 104 and Block 105 Developers. 2. This Guaranty is unconditional and may be enforced directly against the Guarantor. No extensions, modifications or changes to the Agreement shall release the Guarantor or affect this Guaranty in any way, and the Guarantor waives notification thereof. 03/31/93 5169Q/2460/09 Page 1 of 5 3. The Guarantor hereby waives all of the suretyship provisions of the California Civil Code Sections 2788 through 2855. 4. Guarantor waives: (a) any defense based upon any legal disability or other defense of Developer, any other guarantor or other person or by reason of the cessation or limitation of the liability of Developer from any cause other than full payment of all sums payable under the Agreement (including without limitation the Attachments thereto); (b) any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of Developer or any principal of Developer or any defect in the formation of Developer or any principal of Developer; (c) any defense based upon the application by Developer of the funds for purposes other than the purposes represented by Developer to Agency or intended or understood by Agency or Guarantor; (d) any defense based upon Agency's election of any remedy against Guarantor or Developer or both including, without limitation, election by Agency to exercise its rights under the power of sale set forth in the Deed of Trust (Attachment No. 7 to the Agreement) and the consequent loss by Guarantor of the right to recover any deficiency from Developer; (e) any -defense based upon Agency's failure to disclose to Guarantor any information concerning Developer's financial condition or any other circumstances bearing on Developer's ability to pay all sums payable under the Agreement (including without limitation the Attachments thereto); (f) any defense based upon any statute or rule of law which provides that the obligation of a surety Must be neither larger in amount nor in any other respects more burdensome than that of a principal; (g) any defense based upon Agency's election, in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code or any successor statute; (h) any defense based upon any borrowing or any grant of a security interest under Section 364 of the Federal Bankruptcy Code; (i) any right of subrogation, any right to enforce any remedy which Agency may have against Developer or any other guarantors and any right to participate in, or benefit from, any security for the Agreement or the Creditor Agreement (including without limitation the Attachments thereto) now or hereafter held by Agency; (j) presentment, demand, protest and notice of any kind; and (k) the benefit of any statute of limitations affecting the liability of Guarantor hereunder or the enforcement hereof. Guarantor agrees that the payment of all sums payable under the Agreement (including without limitation the Attachments thereto) or any part thereof or other act which tolls any statute of limitations applicable to the Agreement (including without limitation the Attachments thereto) shall similarly operate to toll the statute of limitations applicable to Guarantor's liability hereunder. Without limiting the generality of the foregoing or any other provision hereof, 03/31/93 5169Q/2460/09 Page 2 of 5 Guarantor expressly waives any and all benefits which might otherwise be available to Guarantor under California Civil Code Sections 2809, 2810, 2819, 2839, 2845, 2849, 2850, 2899 and 3433 and California Code of Civil Procedure Sections 580(a), 560(b), 580(d) and 726, or any of such sections. S. Guarantor hereby waives and agrees not to assert or take advantage of (a) any right to require Agency to proceed against the Developer (or any guarantor other than the undersigned) or to pursue any other remedy in the Agency's power before proceeding against the Guarantor, (b) demand, protest, and notice which the Agency may be required to be provided to Developer under the Agreement, and (c) any duty on the part of Agency to disclose to Guarantor any facts Agency or the City of Huntington Beach now or hereafter know about the Site, the Agreement, or the Developer, regardless of whether Agency has reason to believe that any such facts materially increase the risks beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, it being understood and agreed that Guarantor is fully responsible for being and keeping informed of all circumstances regarding the Site, the Agreement, the obligations of the -Developer, the financial condition of the Developer or any of the Interested Persons and of all circumstances bearing on the risk of any obligation by Developer (and all of the Interested Persons) hereby guaranteed. 6. Guarantor shall have no right of subrogation and waives any right to enforce any remedy the Agency now has or may hereafter have against the Developer, and any benefit of, and any right to participate in any security now or hereafter held by Agency. 7. The obligations of Guarantor hereunder are independent of the obligations of Developer and, in the event of default hereunder, a separate action or actions may be brought and prosecuted against Guarantor (or any other guarantor) whether or not Developer (or any other guarantor) is joined therein or a separate action or actions are brought against Developer. 8. In the event of any litigation between Agency and Guarantor arising out of this Guaranty, the prevailing party shall be entitled to recover its reasonable costs and attorney's fees. 9. .14o provision of this Guaranty can be waived nor can Guarantor be released from the obligations hereunder except by a writing duly executed by the Agency. 10. Guarantor agrees to pay all reasonable attorney's fees and all other costs and expenses which may be incurred by 03/31/93 5169Q/2460/09 Page 3 of 5 Agency in enforcing or attempting to enforce this Guaranty, whether the same shall be enforced by suit or otherwise. 11. Guarantor hereby waives notice of any demand by the Agency, as well as notice of any default by the Developer. 12. This guaranty is intended to be solely for the benefit of the Agency, the City and any successor in interest due to the operation of law. It is not intended to be for the benefit of any third party. 13. This Guaranty shall remain in effect notwithstanding any ban%ruptcy, reorganization or insolvency of the Developer or any successor or assignee thereof or any disaffirmance by a trustee of the Developer. 14. This Guaranty shall inure to the benefit of and bind the successors and assigns of Agency and Guarantor. 15. Guarantor agrees that jurisdiction and venue with respect to any natter pertaining to the Guaranty or acts or omissions hereunder shall lie exclusively with the Superior Court of the County of San Bernardino, State of California, in an appropriate.municipal court of that county, or in the Federal District Court in the Central District of California. Guarantor irrevocably waives any and all defenses based upon revenue or forum non conveniens. 16. The laws of the State of California shall govern the interpretation and enforcement of this Guaranty. IN WITNESS WHEREOF, the undersigned has executed this Guaranty this y0' day of _ 14V-%.+ . 1993. By: By: Its: 03/31/93 5169Q/2460/09 Page 4 of 5 STATE OF CALIFORNIA ) COUNTY OF �� ) r On _� 2 jj } 3 '(nami, personally appeared�L OFFICIAL SEAL LWDA SUE SUI?ACI Notary Pubrc•C0r1,0rNQ ' ORMIGE COUNTY My MOW 221.a1995 ExWos ss. , before e, �+ " ne �Notarj Public ') , 61 (name(s) of signer(sn, r personally known to me -- OR -- proved to me on the basis of satisfactory evidence to be the person ) whose name( ) isAar� subscribed to the within instrume and acknowledged to me that he executed the same in hisfke 'thciY authorized capacity(4e-r)-, and that by his,____; __.___ signature(,) on the instrument the person , or the entity upon behalf of which the person(4� acted, executed the instrument. Witness my hand and official seal. ( ignature of Notary) CAPACITY CLAIMED BY SIGNER: V,_ v u a l - Corporate Officer(s): Titles) Partner(s): Limited General Attorney -in -Fact Trustee(s) Guardian/Conservator Other: SI_CNER IS REPRESENTING: Name of Person(s ) or Entity(ies ) ATTEr:TION NOTARY: Although the information requested below is OPTIONAL, it could prevent fraudulent attachment of this certificate to another document. THIS CEF.TI FICnTE MUST BE ATTACHED TO THE DOCUMENT nrgrRTRFn Title or Type of Document Number of OPages Date of Document Signer(s) Other Than 03/31/93 5169Q/2460/09 Page 5 of 5 Named Above: CALIFORNIAALL-PURPOSE ACKNOWLEDGMENT Na5t93 State of County of On D before mew y • (-2NUMA � y UB?iC DAY- NAME. TITLE OF OFFICER • E.G. JANE WE. NOTARY PUBLIC personally appeared_ 1-O/� _ ��RN'< V , NAME(S) OF SIGNER(S) Q personally known to me - OR - roved to me on the basis of satisfactory evidence to be the person(4-whose name( IS* subscribed to the within instrument and ac- knowledged to me that hels e/tht# executed the same In his1h*1thr authorized capacity(ieio, and that by his/h`�/th r CE71CIAL SEAL signature(s�_ n the instrument the person Joyce ir. CcnavlaY or the entity upon behalf of which gle "OT"� OLOCa' ` � persons acted, executed the instrument. �� -.- V rt„ Corte+. V'.PM W"" 19. tMs l WITNESS my hand and official seal. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT: Though the data requested here Is not required by law. --k.% o Id prevent fraudulent reattachrruent of this form. SIGNATURE OF NOTARY OPTIONAL SECTION CAPACITY CLAIMED BY SIGNER Though statute does riot req sre the Notary 10 fill In the data below, doing so may prove irwakuable to persons r 0AV on Rue document- INDIVIDUAL CORPORATE OFFICER(S) TITLES) 0 PARTNER(S) 0 LIMITED GENERAL 0 ATTORNEY -IN -FACT TRUSTEE(S) GUARDIAN,'CONSERVATOR OTHER: SIGNER IS REPRESENTING: NAME OF PE RSON(S) OR ENTITY(IES) �■■i OPTIONAL SECTION TITLE OR TYPE OF DOCUMENT NUMBER OF PAGES --/ — DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE 4C1992 NATIONAL NOTARY ASSOCIATION* 8236 Remmet Ave., P.Q. Box 7184 - Canoga Park. CA 913D9-7104 W fi C6/030/43 10: 24 t ULL IGAN' S PPOPEPT I ES 71.39693422 P. 02 Agency In enforcing or atteMptirg to enforce this Guaranty, whether the same shall be enforced by suit or otherwise. 11. Guarantor hereby waives notice of any demand by the Agency, as well as notice of any default by the Developer. 22. This guaranty 3s intended to be solely for the benefit of the Agency, the City and any successor in interest due to the operation of lacy. It in not intended to be for the benefit of any third party. 13. This Guaranty shall remain in effect notwithstanding any bankruptcy, reorganization or insolvency of the Developer or any successor or assignee thereof or any disaffirmance by a trustee of the Developer. IS. This Guaranty shall inure to the benefit of -and bind the successors and assigns o: Agency and Guarantor. I.S. Guarantor agrees that 3uriadiction and venue with respect to any matter pertaining to the Guaranty or acts or omissions hereunder shall lie exclusively with the Superior Court of the County of Salt Bernardino, State of California, in an appropriate municipal court of that county, or in the Federal District Court in the Centred District of California. Cuarantor irrevocably waives any and all defenses based upon revenue or forum nor. conveniens. 16. The lags of the State of California shall govern the interpretation and enforcement of this Guaranty. IN WITMOS ";i:.REO, , the u .wer signed has executed this Guaranty this I _ daif of U.- 1993. By: Itss: L-a*e�... Jo4.vtisgti By: Its: 03/ 31/93 WII PartnersHp Agreeme. AiiAc, R vi oii-r tao i I General Partnership Agreement of Main Pier Phase H Partnership Draft No. 4 May 21, 1993 MPHU14PII PA4 Main Pier Phase II Partnership May 21, 1993: Draft 4 Page 2 Table of Contents RECITALS, 3 ARTICLE I. DEFINITIONS, 4 ARTICLE II. FORMATION & PURPOSE, 5 ARTICLE III. MANAGEMENT, 6 ARTICLE IV. FINANCIAL, 8 ARTICLE V. RESPONSIBII.ITIES OF PARCEL OWNERS, 12 ARTICLE VI. DEFAULT AND REMEDIES, 13 ARTICLE VII. CHANGES IN MEMBERSHIP; DISSOLUTION, 17 ARTICLE VIII. SUBORDINATION, 19 ARTICLE IX. ADDITIONAL PROVISIONS, 19 ATTACHMENTS: Exhibit A: Parcels Exhibit B: Durable Special Power of Attorney Exhibit C: Subordinating Ground Lease Exhibit D: Memorandum of Main Pier Phase II Partnership Subordinating Ground Lease Exhibit E: Separate Agreements between Coultrup and: Cracchiolo, March 29, 1993 Mulligan, March 29, 1993 05/25/93 Page 2 Main Pier Phase 11 Partnership May 21, 1993: Draft 4 Page 3 General Partnership Agreement of Main Pier Phase II Partnership By this General Partnership Agreement ("Partnership Agreement"), Eldon Bagstad and Barbara Bagstad; Gary Mulligan and Loren Johnson, M.D.; Frank Cracchiolo, Dolores Cracchiolo, Salvator Cracchiolo and Barbara Cracchiolo (collectively "Cracchiolo"); Ann Mase and Ron Mase; George Draper, Frank Alfonso; and Gilbert R. Geilim ("Parcel Owners") join together with Coultrup Companies, a California Corporation ("Coultrup"); (collectively "Partners" , singularly "Partner"); as of . 1993, to form a general partnership (the "General Partnership") under the laws of the State of California. Witnesseth: WHEREAS, the Parcel Owners are owners of fee title to individual parcels of property within the area of the City of Huntington Beach bounded by Main and 6th Streets, Pacific Coast Highway and Walnut Avenue (the "Property") commonly referred to as "Block 104" ; WHEREAS, the Parcel owners desire to join together with Coultrup in forming a General Partnership which will develop Block 104 subject to the formal approval (Conditions Subsequent) by the respective Partners of the following agreements and instruments (which have not been signed nor entered into by the Partners as of the effective date of this Partnership Agreement): 1) Development Proposal to be submitted by the Redevelopment Agency as required under Resolution 48, Section 3 thereunder, and 2) a Disposition and Development Agreement ("DDA"). NOW, THEREFORE, the parties agree as follows: ARTICLE L DEFINITIONS As used in this Agreement, the terms listed below shall have the following meaning: 1.1 Coultrup. "Coultrup" shall mean Coultrup Companies, a California Corporation. Unless otherwise indicated, any reference to "Coultrup" shall mean Coultrup Companies. Any reference.to the "Managing Partner" shall mean Coultrup Companies in its capacity as the Managing Partner under this Agreement. Notwithstanding the foregoing, Coultrup and the Parcel owners contemplate that Coultrup will be entering into a partnership agreement with an affiliate ofBirtcher Real Estate Limited, a California limited partnership, for the purposes of acting as the "Developer" under the terms of the DDA. Upon approval by the Agency of the 05/25!93 Page 3 Main Pier Phase II Partnership May 21, 1993: Draft 4 Page 4 transfer of the rights of the Developer under the DDA to this new entity, the Parcel Owners agree that Coultrup may assign all of its right and title and interest in and delegate all of its duties and obligations under this Partnership Agreement to such entity so long as such entity assumes the obligations of Coultrup hereunder and under any separate agreements between Coultrup and a Parcel owner related to the Project. The Parcel Owners on a confidential basis shall have access to the same financial information on the entity that is made available to the Agency. Such assignment and delegation shall occur prior to the commencement of the Parcel Improvements. Thereafter, the term "Coultrup" as used herein shall be deemed to refer to such entity. No consent or approval by the Parcel owners shall be required for such assignment or delegation. 1.2 DDA. "DDA" shall mean the Disposition and Development Agreement for the development of the Property to be approved by the respective Partners. 1.3 DeveIopment Services Agreement. "Development Service Agreement" or "Development Agreement" shall mean that agreement entered into by the General Partnership and Coultrup whereby Coultrup agrees to perform development and construction management services for the General Partnership and is compensated by the General Partnership and/or individual Parcel Owners for this work. 1.4 Governing Documents. "Governing Document" shall mean this Partnership Agreement, as amended from time to time. 1.5 Parcel Owner. "Parcel owner" shall mean the record holder or holders of tide, if more than one, of a Parcel in the Project. This shall include any person who has or acquires a fee simple title to any Parcel and shall include contract sellers (subject to the final sentence of this section), but shall exclude persons having any interest merely as security for the performance of an obligation. If a Parcel is sold under a contract of sale, including any foreclosure or sale under a power of sale, the purchaser, rather than the fee owner, shall be considered the Parcel owner. 1.6 Parcels. "Parcels" shall mean the individually owned properties as provided on Exhibit A. 1.7 Prime Rate. "Prime Rate" shall mean the Prime Rate as published in the Wall Street Journal, 1.8 SinguIar and Plural. The singular and plural number and masculine, feminine and neuter gender shall each include the other where the context requires. ARTICLE II. FORMATION & PURPOSE 05/25/93 Page 4 Main Pier Phase 11 Partnership May 21, 1993: Draft 4 Page 5 2.1 Formation. The Parcel Owners and Coultrup hereby form a General Partnership ("General Partnership"), pursuant to the provisions of the Uniform Partnership Act, California Corporations Code Section 15001, et seq. ("Act"). 2.2 Name; Principal Place of Business. The name of the General Partnership shall be the Main Pier Phase II Partnership. The principal place of business of the General Partnership shall be 18281 Gothard Street, Suite 114, Huntington Beach, California 92648, 2.3 Term. The General Partnership shall begin as of the date first written above. The General Partnership shall automatically dissolve once a Certificate of Completion has been issued for all Parcel Improvements required by the DDA (DDA to be approved by Parcel Owners). In any event, the General Partnership shall not exist longer than three (3) years from the date of execution, unless extended by written agreement among the Partners. 2.4 Conditions Subsequent. The General Partnership shall terminate in the event all of the following Conditions Subsequent are not complied with within thirty (30) days of the effective date of this Partnership Agreement: 2.4.1 Partners have approved in writing the Development Proposal to be submitted by the Redevelopment Agency (City of Huntington Beach) for the respective approval by Parcel Owners. 2.4.2 Partners have approved in writing the Disposition and Development Agreement. 2.5 Purposes of the General Partnership 2.5.1 To submit and seek approval for a DDA for the development of Property. 2.5.2 To assist Parcel Owners in improving their respective Parcels in accordance with the provisions of the DDA. 2.5.3 To enter into a Development Services Agreement with Coultrup appointing Coultrup as "Developer" and defining Coultrup's duties and responsibilities thereunder. 2.5.4 To do all things related to, incidental to, or in furtherance o& carrying out the purposes of this Partnership Agreement. 05/25/93 Page 5 Main Pier Phase II Partnership May 21, 1993: Draft 4 Page 6 2.6 Limits of General Partnership. The relationship among and between the Parcel Owners shall be limited to the purposes described in Sections 2.4 above and 2.5. 2.7 Filings. Coultrup, on the General Partnership's behalf, shall: 2.7.1 Sign and cause to be filed and published an appropriate fictitious business name statement under the California Business and Professional Code; each of the Parties to this Agreement appoints Coultrup as its agent and attorney -in -fact solely to execute on its behalf any such fictitious business name statement relating to the General Partnership; 2.7.2 Sign and cause to be filed a Statement by Unincorporated Association as provided by Section 24003 of the California Corporations Code designating the principal office of the General Partnership and designating Jon T. Coultrup, an individual, as the Agent for Service of Process; 2.7.3 Provide copies of such documents to the Parcel owners within ten (10) business days of receipt or filing by Coultrup; and 2.7.4 Cause to be prepared, at Partnership cost and expense, accounting books and records for the partnership and Partnership tax returns. ARTICLE III. MANAGEMENT 3.1 Appointment and Responsibilities of the Managing Partner. Coultrup shall be the Managing Partner ("Managing Partner") of the General Partnership. Except as otherwise provided in this Agreement, the Managing Partner shall assume direction of the General Partnership's business operations. The Managing Partner agrees to manage and represent the General Partnership using its best business judgment in carrying out and accomplishing the purposes, as heretofore herein set forth, of the General Partnership in accordance with the provisions this Agreement. 3.2 Removal of Managing Partner, By vote of a Majority of the Parcel Owners, the Managing Partner may be replaced by a person or entity. 3.3 Matters Requiring Unanimous Vote of the General Partners. The following actions of the General Partnership in addition to other actions as are specified in this Agreement shall require a unanimous vote of the general partners (subject to Section 3.4 below): 3.3.1 Transferring, hypothecating, compromising, or releasing any General Partnership claim except on payment in full; 05/25/93 Pare 6 Main Pier Phase H Partnership May 21, 1993: Draft 4 Page 7 3.3.2 Entering into any contract for any such purpose, other than in the ordinary everyday course of the General Partnership's business; 3.3.3 Knowingly suffering or causing anything to be done whereby General Partnership property may be seized or attached or taken in execution, or its ownership or possession otherwise endangered; 3.3.4 Admitting a new Parcel Owner as a Partner; or 3.3.5 Commencing any Project for which additional capital contributions would be required. 3.4 vote of Defaulting Party. If the General Partnership determines that a Partner is in material default of his or her obligations under this Partnership Agreement, such Partner will not have the power to vote on matters respecting the General Partnership and the requirements for a Majority of Parcel Owners or unanimous consent shall be lowered accordingly. 3.5 General Partnership Funds. All funds of the General Partnership shall be deposited in an account or accounts in the name of the General Partnership at such bank or banks as may from time to time be selected by the Parcel Owners. All withdrawals from any such account or accounts may be made by check or any other instrument signed by Coultrup and one other Parcel Owner. 3.6 Devotion of Tune to General Partnership. Each Partner shall be obligated to devote such time to the General Partnership as appropriate to carry out his or her respective responsibilities as provided in this Partnership Agreement. 3.7 Outside Activities. Any Partner may be engaged in one or more businesses, other than the business of the General Partnership, but only to the extent that this activity does not materially interfere with the business of the General Partnership and does not conflict with the obligations of that Partner under this Agreement. Neither the General Partnership nor any Partner shall have any right to any income or profit derived by a Partner from any business activity permitted under this Section 3.7. 05/25/93 Page 7 Main Pier Phase II Partnership May 21, 1993: Draft 4 Page 8 ARTICLE IV: FWANCIAL 4.1 Initial Capital Contributions. The Partners shall be responsible to make any contributions of capital to the General Partnership only as needed to cover the expenses of the Partnership in carrying out General Partnership activities. 4.2 Pro-rata Additional Capital Contributions. Any funds required to complete the Project or any portion of the Project agreed to be undertaken by the General Partners or as otherwise necessary to carry out any plans, proposals, or decisions agreed to by the General Partners shall be provided first by undistributed funds of the General Partnership, if any. If such undistributed funds are not available the additional capital required shall be contnbuted by the General Partners as follows: Eldon Bagstad Barbara Bagstad 16.67% Gary Mulligan Loren Johnson, M.D. 16.67% Frank Cracchiolo Dolores Cracchiolo Salvator Cracchiolo Barbara Cracchiolo 16.67% Ann Mase Ron Mase 16.67% George Draper 16.67% Frank Alfonso Gilbert K Geiiim 16.67% Coultrup 01YO 4.2.1 A call for such additional capital under this Section 4.2 may be made upon written agreement of a majority of the general partners and shall be due and payable by the general partners in accordance with the call for capital adopted by them, provided that such call will not require payment sooner than one month after the written notice of such additional contribution is sent to all General Partners, unless otherwise agreed by all the General Partners. 4.2.2 If any Partner fails to make any payment to the General Partnership as required by any call for additional capital, the other general partners shall have the option to 05/25/93 Page 8 Main Pier Phase II Partnership May 21, 1993: Draft 4 Page 9 loan the amount of such additional payment to the defaulting Partner. The loan shall provide for interest at the rate of the then current Prime Rate, plus three percent (3%) and shall be due and payable first from any distributions payable to the defaulting Partner by the General Partnership, but in any event interest shall not be due less often that annually and the entire balance shall be payable in five years. The defaulting Partner shall execute a promissory note evidencing the terms of such loan in favor of the Partner(s) making such loan. 4.3 Withdrawal of Capital. No Partner may withdraw capital from the General Partnership without the consent of all the general partners. 4.4 No Interest to be Paid. No Partner shall be entitled to receive any interest on its capital contribution. 4.5 Loans to General Partnership. Any Partner may loan or advance money to the General Partnership. Any such loan by a Partner to the General partnership shall be separately entered in the books of the General Partnership as a loan to the General partnership, shall bear interest at such rate as may be agreed upon by the lending P partner and the General Partnership, and shall be evidenced by a promissory note delivered to the lending Partner and executed in the name of the General partnership. 4.6 Books of Account. Complete and accurate accounts of all transactions of the General Partnership shall be kept in proper books of account in conformity with generally accepted accounting principles then applicable, fairly presenting the matters which they purport to represent, subject to any specific accounting treatment required by a particular section of this Agreement, the Act or the Internal Revenue Code of 1986, as amended. Each Partner shall enter or cause to be entered in the books of account, a full and accurate account of all its transactions on behalf of the General Partnership. 4.7 AnnuaI Report. Within sixty (60) days after the end of each fiscal year of the General Partnership, the General Partnership shall furnish to each Partner an annual report. This report shall consist of at least (1) a copy of the General partnerships federal income tax returns for that fiscal year, (2) supporting profit and loss statements, (3) a balance sheet showing the General partnership's financial position as of the end of that fiscal year and (4) any additional information that the Partners may require for the preparation of their individual federal and state income tax returns. 4.8 Inspection of Books. The books of account and other records of the General Partnership shall at all times be kept in the principal place of business of the General Partnership, and each of the Partners shall at all times have access to, and may inspect and copy, anyof them. 4.9... Fiscal Year. The fiscal year of the General Partnership shall end on the last day of December of each year. 05/25/93 Page 9 Main Pier Phase H Partnership May 21, 1993: Draft 4 Page 10 4.10 Profits and Losses. The General Partnership's profits and losses shall be shared among the general partners as follows: Eldon Bagstad Barbara Bagstad 16.67% Gary Mulligan Loren Johnson, M.D. 16.67% Frank Cracchiolo Dolores Cracchiolo 5alvator Cracchiolo Barbara Cracchiolo 16.67% Ann Mase Ron Masc 16.67% George Draper 16.67°!0 Frank Alfonso Gilbert K Geilim 16.67% Coultrup 0% No additional share of profits or losses shall inure to any Partner because of fluctuations in the General Partners' capital accounts. The profits and losses of the General Partnership are intended to exist only to the extent the General Partnership has advanced funds toward Parcel Improvements, or the exercise of its right to ground lease. This Partnership Agreement conveys no right to Coultrup to participate in the profits or appreciation from any operation or improvements by a Parcel owner. 4.11 Determination of Profit and Loss. The General partnership's net profit or net loss for each fiscal year shall be determined as soon as practicable after the close of that fiscal year in accordance with the accounting principles employed in the preparation of the federal income tax return filed by the General Partnership for that year, but without any special provisions for tax-exempt or partially tax-exempt income. 4.12 Distributions; Net Cash Flow. "Net Cash Flow" shall be distributed in cash or in property to the Partners on a quarterly basis as provided below. 05/25/93 Page 10 Main Pier Phase II Partnership May 21, 1993: Draft 4 Page I 4.12.1 "Net Cash Flow" shall mean for any given period, the excess of (1) the sum of (i) funds on hand at the commencement of such period plus (it) the'gross receipts of the General Partnership from the development or operation of the Project or any part of the Project during such period plus (iii) all other cash payments made by the General Partnership during such period in furtherance of the purposes of the General partnership and (v) deposits of reasonable amounts, as mutually determined by the general partners to working capital and capital improvement reserve accounts. 4.12.2 Net Cash Flow shall be distributed to the Partners as follows: Eldon Bagstad Barbara Bagstad 16.67% Gary Mulligan Loren Johnson, M.D. 16.67% Frank Cracchiolo Dolores Cracchiolo Salvator Cracchiolo Barbara Cracchiolo 16.67% Ann Mase Ron Mase 16.67% George Draper 16.6711/a Frank Alfonso Gilbert R Geilim 16.67% Coultrup 0% 4.13 Salaries; Drawing Accounts. With the exception of Coultrup, no Partner shall be entitled to any salary or other compensation for services in the General Partnership Business. Coultrup shall be entitled to compensation as is provided under the Development Services Agreement. 4.I4 Limitations on Distributions. The aggregate amounts of Net Cash Flow distributed to the Partners shall not exceed the amount of cash available for distribution, taking into account the General Partnership's reasonable working capital needs as determined by the Partners. 05/25/93 Page 11 Main Pier Phase II Partnership May 21, 1993: Draft 4 Page 12 4.15 Capital Accounts. An individual capital account shall be maintained for each Partner consisting of its contributions of cash or property to the capital of the General Partnership and any additional contribution to the General Partnership capital made by it pursuant to this Agreement. 4.15 Income Accounts. An individual income account shall be maintained for each Partner. At the end of each fiscal year, each Partner's share of the net profits and net losses of the General partnership shall be credited or debited from his income account. After such amounts have been credited or debited to and deducted from a Partner's income account, any balance or deficit remaining in such account shall be credited to or charged against such Partner's capital account. This shall not prohibit any Partner from being compensated for providing goods or services to the General Partnership. 4.17 Determination of Profits and Loss. The General Partnership's net profit or net loss for each fiscal year shall be determined as soon as practicable after the close of that fiscal year in accordance with the accounting principles employed in the preparation of the Federal Income Tax Return filed by the General Partnership for that year, but without any special provisions for tax exempt or partially exempt income. ARTICLE V. RESPONSIBII.TITES OF PARCEL owNERS 5.1 Title to Property. Each Parcel owner shall retain title to a Parcel as depicted in Exhibit A. 5.2 Costs and Expenses for Parcel Development and Improvements. Each Parcel Owner shall be responsible for the *hard" and "soft". also known as the "direct" and "indirect", costs associated with his or her respective parcel through completion of construction pursuant to the terms of those agreements as are referenced in Section 2.4 of this Agreement. 5.3 " Good Faith. Each Parcel Owner shall act in good faith in carrying out the terms and the purposes of this Agreement, which shall include by way of limitation: 5.3.1 Each Parcel Owner agrees to comply with the terms and conditions of the DDA as respectively approved as it refers or relates to his or her respective Parcel. 5.3.2 Each Parcel Owner agrees to comply with the terms and conditions of the Development Services Agreement as respectively approved as it refers or relates to his or her respective Parcel. 05/25/93 Page 12 Main Pier Phase II Partnership May 21, 1993: Draft 4 Page 13 ARTICLE VI. DEFAULT AND RFAfMIES 6.1 Default. The occurrence of any of the following events shall be a material default and breach of this Partnership Agreement. 6.1.1 Failure by any Partner to observe and perform any obligation where such failure continues for thirty (30) days after written notice thereof from the General Partnership under (1) this Partnership Agreement, including without limitation the obligation under 6.1.1 (2) any agreement respecting the Construction Loan or the Permanent Financing, (3) The CC&R's, or (4) any other agreement referenced in this Partnership Agreement. 6.1.2 The making by any Parcel Owner of any general assignment for the benefit of creditors; the filing by or against any Parcel Owner of a petition to have any Parcel Owner adjudged a debtor and have its affairs liquidated or reorganized under any Iaw relating to bankruptcy (unless, in the case of a petition filed against any Parcel Owner, the same is dismissed within sixty (60) days from filing); the appointment of a trustee or receiver to take possession of substantially all of a Parcel Owner's assets, or of a Parcel Owner's interest in his or her Parcel, where possession is not restored to Parcel Owner within thirty (30) days; or the attachment, execution or other judicial seizure of substantially all of a Parcel Owner's assets where such seizure is not discharged within thirty (30) days. 6.2 Obligation to Cure. If at any time a Partner commits any material default under this Partnership Agreement, or any agreements regarding the Construction Loan or the Permanent Financing, or any of the other agreements referenced in this Partnership Agreement ('Defaulting Party"), then in addition to any other remedy which the General Partnership may have, the General Partnership may use one or more of the following steps to cure the Partner's default, pay any sums or do any act required of a Partner under any such agreements. The construction agreement for the Parcel Improvements shall provide that the general contractor may proceed without delay to complete the Parcel - Improvements, notwithstanding any alleged or actual default under said agreements. Without limiting the generality of the foregoing„ by the exercise of this Obligation to Cure, the General Partnership is specifically allowed to: 6.2.1 Execute any of the documents required to be executed by any Parcel Owner under this Agreement; 6.2.2 Obtain a Completion Bond for the Parcel; 6.2.3 Obtain Construction Loans for all or a portion of the Project; 6.2.4 Obtain Permanent Financing for all or a portion of the Project; or 05/25/93 V Page 13 Main Pier Phase U Partnership May 21, 1993: Draft 4 Page 14 6.2.5 Do any act necessary or appropriate for the construction and completion of all or any part of the Project under the DDA and the Plans, including collecting on the Construction Bond and completing all improvements on the Parcel. 6.3 Power of Attorney. To permit the Managing Partner to effect this Article 6 each Parcel Owner agrees to execute and acknowledge a Power of Attorney in the form attached hereto as Exhibit B, and each Parcel owner agrees to execute, notarize and deliver the Power of Attorney to the General Partnership on or before sixty (60) days prior to the funding of the Construction Loan . The Managing Partner agrees not to record such Power of Attorney unless or until a Parcel Owner defaults as provided in this Article 7 and the alternative mechanisms for dispute resolution have been completed as provided in Section 6.11. Ten (10) business days' prior written notice of the Managing Partner's intention to record the Power of Attorney shall be given by the Managing Partner to all Parcel Owners. 6.4 Repayment. If at any time by reason of a Parcel Owner's default as provided in this Article 6, the General Partnership does any act that requires the payment of any sum, or the incurrence of any liability including any amounts for the recoupment of time, administrative and labor costs, the sum expended by the General Partnership shall be due immediately from the Defaulting Party to the General Partnership. If the total of outstanding advances on behalf of a Defaulting Party exceeds $10,000, said sum shall be due in equal installments pro -rated over a two-year period, at two points over the Prime Rate. All other amounts shall be due and payable immediately upon demand. Any amount owed under this Section 6.4 which is not paid as provided herein shall accrue interest from the date advanced at two points over the Prime Rate. 6.5 Access. Upon a Parcel Owner's default as provided in this Article 6, the General Partnership shall have full and unimpaired access to the Parcel of the Defaulting Party at all times that such default is continuing to effect the cure of such default and to perform any or all things on such Parcel as necessary or appropriate to effect the terms of this Partnership Agreement, the DDA, or any other agreement as provided above. 6.6 Option to Purchase (First Rights of Purchase). As further consideration for this mutual promises the Parcel Owners agree to be subject to the following purchase option provisions: 6.6.1 Upon any default by any Parcel Owner as provided in this Section, and upon completion of the alternative dispute mechanism as provided under Section 6.10 below, the non -defaulting Parcel Owners shall have the first right to purchase the Parcel of a defaulting Parcel Owner provided that in the event a defaulting Parcel Owner's Parcel fronts on Main Street then the other, nondefaulting Main Street Parcel Owners shall have the firsf right to purchase the Parcel of the defaulting Main Street Parcel Owner and also provided that in the event a defaulting Parcel Owner's Parcel fronts on Pacific Coast 05/25/93 Page 14 Main Pier Phase II Partnership May 21, 1993: Draft 4 Page 15 Highway then the other, nondefaulting Pacific Coast Highway Parcel Owners shall have the first right to purchase the Parcel of the defaulting Pacific Coast Highway Parcel Owner, thereafter the non -defaulting Parcel Owners shall have the first right to purchase the Parcel of a defaulting Parcel Owner regardless of location. In the event these first rights to purchase are not exercised, then Coultrup alone and/or with any of the non -defaulting Parcel Owner(s) shall have the right to purchase the Parcel of the defaulting Parcel Owner, In the event Coultrup declines his right to purchase, the defaulting Parcel Owner may place his Parcel upon on the open market and/or may be subject to eminent domain proceedings. In the event that any purchase of a defaulting Parcel Owner's parcel is made, the ownership of that Parcel shall be as an undivided interest held in pro-rata percentage ownership according to the contributions that each non -defaulting Parcel Owner has made towards the purchase. In the event Coultrup alone and/or with any non -defaulting Parcel Owner shall have purchased the Parcel of a defaulting Parcel Owner, the ownership of that Parcel shall be as an undivided interest held in pro-rata percentage ownership according to the contributions that each party has made towards the purchase. In any event, the purchasing entity shall undertake all the capital losses and earnings that would have been the right of the defaulting Parcel Owner, and the responsibility and/or division of these capital losses and/or gains shall also be prorated according to the capital contributions the members of the purchasing entity shall have made towards the purchase. 6.7 Ground Lease. Upon a default by any Parcel Owner as provided in this Section, and after the parties have completed the alternative mechanisms for dispute resolution provided in Section 6.10 below, and after the exercise of the first rights to purchase have all been declined, the General Partnership may, following ten (10) business days' additional written notice to all Parcel Owners, lease the Parcel from the Defaulting Party under the terms of the Ground Lase attached hereto as Exhibit ("Ground Lease") by directing the Managing Partner to record on behalf of the Partnership the Declaration of Default as provided in the Memorandum of Lease. Each of the Parcel Owners and the General Partnership hereby agree to execute the two copies of the Ground Lease in the form attached hereto as Exhibit C and one Memorandum of Lease in the form attached hereto as Exhibit D for each Parcel and deliver them to the Managing Partner. The Lease shall be dated as of the date hereof the Memorandum of Lease shall be recorded provided, however, that ft Lease shall not be effective unless the Managing Partner records a Declaration of Default within twenty years of the date of the respective Lease. 6.8 Expulsion. Upon a Partner's default, and ten (10) business days' written notice to the defaulting party of the General Partnership's intent to do so, and provided the alternative mechanisms for dispute resolution have been complied with under Section 6.10 below, a Majority of the Parcel Owners shall have the right to elect to terminate the Defaulting Party's interest without effecting a termination of the General Partnership. Said expulsion Shall not effect or change the title of the Defaulting Party's real property business or leasehold interests. 05/25/93 Page 15 Main Pier Phase II Partnership May 21, 1993: Draft 4 Page 16 6.8.1 The non -defaulting Parcel Owners may make this election at any time within one year from the date of default upon ten (10) business days' written notice of such election to the Defaulting Party provided that default is continuing on the date notice is given (`Notice Election"). 6.8.2 All non -defaulting Parcel Owners ("Purchasing Parcel Owners") who voted to make the election to terminate the Defaulting Parry's interest shall be required to purchase such interest pro rata in the proportion that their individual General Partnership interests bear to the aggregate of all partnership interests. The purchase price for the Defaulting Party's interest shall be paid in cash or at the Purchasing Parcel Owner's option, by execution and delivery of each Purchasing Parcel Owner's note payable to the order of the Defaulting Party, in the amount of the purchase price. Any Purchasing Parcel Owner's note shall bear interest at the rate of three percent (3 %) per annum over the Prime Rate, and shall be payable in five equal annual installments of principal and interest, the first payment to be made one year from the date of execution and delivery and with such note containing full prepayment privileges without penalty. If the Purchasing Parcel Owners elect to terminate the Defaulting Party's interest, the purchase price for that interest shall be the Iower of: (a) The fair market value; or (b) The Defaulting Parry's total cash investment in the General Partnership, or the agreed value of contributed property, as of the date of default. 6.8.3 For fifteen (15) business days from the date of the Notice Election, the Defaulting Party and the Purchasing Parcel Owners shall attempt to agree between themselves on the fair market value of the Defaulting Party's General Partnership interest. If the parties cannot agree within such fifteen (15) business day period, each party shall within fifteen (15) business days notify the other party of the appointment of an MIA licensed and/or business appraiser to determine the fair market value of the Defaulting Parry's interest. If both parties are satisfied with the selection of the appraisers the average of the two appraisals shall be the fair market value for the Defaulting Party's interest. If either party delivers written notice to the other party within fifteen (15) business days of receipt of notification of the appointment of an MIA licensed and/or business appraiser by the other party of its dissatisfaction with the selection of the appraiser both appointed appraisers shall within fifteen (15) business days of receipt of such a written notice by one of the parties appoint a third appraiser whose determination of fair market value of the Defaulting Party's interest shall be binding on all parties. . 6.8.4 The purchase price shall be reduced by the aggregate amount of any outstanding debts to the General Partnership and by any damages caused by the Defaulting Party's default. Fair market value shall be determined as specified in Section 6.8.3 hereof. 05/25/93 Page 16 Main Pier Phase II Partnership May 21, 1993: Draft 4 Page 17 6.8.5 Upon receipt of the purchase price (cash or note), the Defaulting Party shall have no further interest in the General Partnership, its business or its assets and shall execute and deliver any assignments and other instruments necessary to evidence and effectively transfer the interest of the Defaulting Parry to the Purchasing Parcel Owners. If the necessary assignments and instruments are not delivered after notice by Coultrup that the consideration is available to the Defaulting Party, the Managing Partner may deliver such consideration to the Defaulting Party and execute such assignments and instruments as the Defaulting Parry's irrevocable agent. All general partners agree that the Managing Partner shall not be individually liable for any actions so taken. 6.8.6 The assignment or transfer of a Defaulting Parry's General Partnership interest shall not relieve such Partner from any personal liability for outstanding obligations relating to the General Partnership which may exist on the date of the assignment or transfer. A Partner's default shall not relieve any other general partners from liabilities and obligations under this Partnership Agreement. 6.9 Termination. The provisions of Section 6.2 through 6.7 as provided above shall terminate with respect to any Parcel for which a Certificate of Completion or similar certificate has been issued by the City. However the rights and obligations of the Parcel Owner of that Parcel with respect to the other Parcels shall continue. 6.10 Alternative Mechanisms for Dispute Resolution. Any dispute arising under this Article 6 shall be resolved using the following procedure before invoking the remedies set forth in Sections 6.3, or 6.6 through 6.8 (inclusive) above: (1) a mandatory meeting of the Parcel Owners and/or Coultrup and/or their attorneys on 48 hours notice; (2) mediation by an agreed -upon mediator on fifteen (15) business days' notice, which mediation shall be completed within five (5) business days of such notice; and (3) binding arbitration in accordance with AAA procedures. With respect to arbitration, notice of demand therefore shall be served ten (10) business days after mediation; and arbitration shall be completed within sixty (60) days of such notice. The arbitrator shall not have authority to limit the party's remedies under this Partnership Agreement. 6.11 Cost. All cost, legal, or other required to perfect this Section shall be borne entirely, and as equally as possible, by the Parcel Owners. ARTICLE VII. CHANGES IN MEMBERSHIP; DISSOLUTION 7.1 Transfer of General Partnership Interests. Except as provided in Section 8.2 a Partner's interest in the General Partnership shall not be transferred in whole or in part, and any other purported transfer of all or any part of a Partner's interest shall be void and of no effect against the General Partnership, any other Partner, any creditor of the General Partnership or any claimant against the General Partnership. 05/25/93 Page 17 Main Pier Phase U Partnership May 21, 1993: Draft 4 Page 18 7.2 Bankruptcy or Insolvency. In the event a Partner dies or any Partner files a voluntary petition in bankruptcy or is adjudicated a bankrupt, this General Partnership shall not be dissolved but shall continue. 7.3 Dissolution. On any dissolution of the General Partnership under this Agreement or applicable law, except as otherwise provided in this Agreement, the continuing operation of the Partner's business shall be confined to those activities reasonably necessary to wired up the Partner's affairs, discharge its obligations and preserve and distribute its assets. 7.3.1 Promptly on dissolution, a notice of dissolution shall be published under Section 15035.5 of the California Corporations Code or any equivalent successor statue then applicable. 7.3.2 In the event of a voluntary dissolution, the general partners shall continue to share the profits and losses during the period of liquidation in the same proportions as before. Proceeds from the liquidation of General Partnership assets shall be applied according to the following priority: provided by law; (a) Payment of General Partnership debts to creditors in the priority (b) Payment to Partners for their share of profits; and (c) Payments to Partners for credit balances in their capital accounts. 7.3.3 Should any Partner have a debt in its capital account, whether due to losses arising in liquidation or otherwise, the debit balance shall represent its obligation to the General Partnership and shall be paid in cash within ninety (90) days after written demand by the General Partnership. 7.3.4 A Partner shall be entitled to a share of the assets of the General Partnership only in the event and to the extent the General Partnership has advanced funds toward Parcel Improvements, or acquired assets, such as the exercise of its right to ground lease or acquire a Parcel. This Partnership Agreement conveys no right to a Partner to participate in the.profits or appreciation from any operation or improvements by a Parcel Owner, except where and to the extent the General Partnership advances funds toward Parcel Improvements on said Parcel, or ground leases or acquires fee title to the Parcel involved. 05/25/93 Page 18 Main Pier Phase II Partnership May 21, 1993: Draft 4 Page 19 ARTICLE VM. SUBORDINATION The Partners agree that this Partnership Agreement and any lien which may result under this Agreement shall be subordinate to any lien of any First Lender or Construction Lender. The General Partnership and each Parcel Owner agrees to execute and acknowledge such instruments and documents reasonably necessary to effect the terms of this Article 8. ARTICLE IX. ADDITIONAL PROVISIONS 9.1 Notices. Any written notice to any of the Partners required or permitted under this Agreement shall be deemed to have been duly given on the date of service if served personally, or upon receipt after mailing if mailed to the party to whom notice is to be given, by first class, certified mail, return receipt requested, postage prepaid and addressed to the addressee at the address stated opposite its name below, or at the most recent address, specified by written notice, given to the sender by the addressee under this provision. Notices to the General Partnership shall be similarly given and addressed to it at its principal place of business. Wherever a period for notice is provided herein that is fifteen (M days or later, the days shall be calculated based upon business days. COULTRUP: Coultrup Companies P.O. Box 1270 Sunset Beach, CA 90742 PARCEL OVi NTRS: ANN MASS RON MASS Sunshine Suit Company/Bare Nothings 17705 Sampson Lane Huntington Beach, CA 92647 With copy to: DAVE LURKER Voss Cook & Thel A Partnership including Law Corporations 840 Newport Center Drive, Suite 700 P.O. Box 2290 Newport Beach, CA 926-8958 GEORGE DRAPER Georges Sun and Center 121 Main Street Huntington Beach, CA 92618 05/25/93 Page 19 Main Pier Phase II Partnership May 21, 1993: Draft 4 Page 20 FRANK CRACCHIOLO DOLORES CRACCHIOLO SALVATOR CRACCHIOLO BARBARA CRACCHIOLO 19712 Quiet Bay Lane Huntington Beach, CA 92648 GARY MULLIGAN LOREN JOHNSON, M.D. Mulligan's Properties 504 Main Street, Suite A Huntington Beach, CA 92648 With copy to: PAUL JOHNSON 31841 Via Fiason Coto De Caza, CA 92679 FRANK ALFONSO 6630 Vicldview Drive West Hills, CA 91307 GILBERT R. GEILMI 6500 Wilshire Blvd., Suite 310 Los Angeles, CA 90048 ELDON BAGSTAD BARBARA BAGSTAD 416 Pacific Coast Highway Huntington Beach, CA 92648 BARRY ROSS One Newport Place, Suite 900 Newport Beach, CA 92660 9.2 General Partnership Meetings. Notice of General Partnership meetings shall be made by the method described above, unless waived in writing (telecopy acceptable). Notice shall be received at least 48 hours in advance of said meeting. No proxy votes will be allowed. 9.3 Counterparts. The parties may execute this Agreement in two or more counterparts which shall, in the aggregate, be signed by all the parties; each counterpart shall be deemed in original instrument as against any party who has signed it. 9.4 Governing Law. This Agreement is executed and intended to be performed in the State of California, and the laws of that state govern its interpretation and effect. 9.5 Successors. This Agreement shall be binding on and inure to the benefit of the respective successors, assigns and personal representative of the parties, except to the extent of any contrary provision in this Agreement. 9.6 Attorneys' Fees. Should any litigation be commenced between the parties hereto concerning any provision of these articles or the rights and duties of any person in relation thereto, the party or parties prevailing in such litigation shall be entitled, in addition to such other relief as may be granted, to such sums as have actually been paid as and its reasonabry attorney's fees, cost of suit, witness fees and other costs reasonably incurred in 05/25/93 Page 20 Main Pier Phase II Partnership May 21, 1993: Draft 4 Page 21 preparation and litigation which shall be determined by the court in such litigation or in a separate action brought for that purpose. 9.7 Severability. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the rest of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 9.8 Entire Agreement. This instrument contains the entire agreement of the parties relating to the rights granted and obligations assumed in this instrument. Any oral representations or modifications concerning this instrument shall be of no force or effect unless contained in a subsequent written modification signed by the party to be charged. This Agreement supercedes that certain Participation Agreement, executed on or about December 26, 1990. 9.8.1 Not withstanding the foregoing, in the event of a conflict between this Partnership Agreement and any separate agreement between Coultrup and any Parcel Owner, the separate agreement shall prevail over this Partnership Agreement in the event of a conflict or inconsistency. Copies of the separate agreement for Cracchiolo dated April 23, 1993 and the separate agreement for Mulligan dated March 29, 1993 are attached hereto as Exhibit E. 9.9 Amendments. This Agreement may be amended at any time and from time to time, but any amendments must be in writing and signed by each person who is then a Parcel Owner. 9.10 Specific Performance. This Agreement may be specifically enforced by all parties hereto, without limitation as to any remedy available in law or equity. 9.11 Assignment. Any Parcel Owner may assign its rights and obligations under this Agreement, provided all said rights and obligations are fully and simultaneously assigned to another party. Coultrup shall not assign its interests under this Agreement to any party without the majority consent of the Parcel Owners. 9.12 Attorney Modifications. To the best of our knowledge, those changes requested by Paul Johnson, attorney representing Eldon and Barabra Bagstad, have been made to the DDA and to this Partnership Agreement herein. 9.12.1 The signatures of Eldon and Barbara, Bagstad, although included . hereinbelow are subject to this document being reviewed and approved by their attorney, which approval, if not given prior to May 3, 1993, then the signatures of Eldon and Barbara 13agstad become null and void on this document. 05/25/93 Page 21 Main Pier Phase II Partnership May 21, 1993: Draft 4 Page 22 9.13 Memorandum of Partnership Agreement. "The Managing Partner shall record a memorandum of this Partnership Agreement. COULTRUP COI I PANIFS, a California corporation s-,2 e - q 3 ion . Coul p Date CEL O Eldon Bagstad Date Barbara Bagstad Date Date Gary Mulligan Date Loren Johnson, M.D. Date Frank Cracchiolo Date Dolores Cracchiolo Salvator Cracchiolo Date Ann Mase Date George Draper Date Barbara Cracchiolo Date Ron Mase Date Frank Arfonso Date Gilbert R. Geilim Date 05/25/93 Page 22 Main Pier Phase 11 Partnership May 21, 1993: Draft 4 Page 22 9.12.1 The signatures of Eldon and Barbara Bagstad, although included hereinbelow are subject to this document being reviewed and approved by their attorney, which approval, if not given prior to May 3, 1993, then the signatures of Eldon and Barbara Bagstad become null and void on this document. 9.13 Memorandum of Partnership Agreement. The Managing Partner shall record a memorandum of this Partnership Agreement. COULTRUP COMPANIES, a California corporation Jon T. Coultrup Date President PARCEL OWNERS .,i, Eldon Bagstad Date �Ba�,I ��D�ale Gary Mulligan Date Frank Cracchiolo Date Salvator Cracchiolo Date Ann Mase Date George Draper Date Loren Johnson, M.D. Date Dolores Cracchiolo Date Barbara Cracchiolo Date Ron Mase Date 05/21/93 Page 22 Main Pier Phase II Partnership May 21, 1993: Draft 4 Page 22 9.12.1 The signatures of Eldon and Barbara Bagstad, although included hereinbelow are subject to this document being reviewed and approved by their attorney, which approval, if not given prior to May 3, 1993, then the signatures of Eldon and Barbara Bagstad become null and void on this document. 9.13 Memorandum of Partnership Agreement. The Managing Partner shall record a memorandum of this Partnership Agreement. COULTRUP COMPANIES, a California corporation Jon T. CouItrup Date President PARCEL OWNERS Frank Cracchiolo Date Salvator Cracchiolo Date Ann Mast Date George Draper Date 05/21/93 Barbara Bagstad Date Loren Johnson, M.D. Date Dolores Cracchiolo Date Barbara Cracchiolo Date Ron Mase Dane Page 22 S Main Pict Phase iI Partnership May 21, 1993: Draft 4 Page 22 9.12.1 The signatures of EIdon and Barbara Bagstad, although included hereinbelow are subject to this document being reviewed and approved by their attorney, which approval, if not giver prior to May 3, 1993, then the signatures of Eldon and Barbara Bagstad become null and void on this document. 9.13 Memorandum of Partnership Agreement. The Managing Partner shall record a memorandurn of this Partnership Agreement. COULTRUP COMPANIES, a California corporation Jon T. Coultrup Date President PARCEL OWNERS Eldon Bagstad Date Gary Mulligan Date F.-ank Cracchiolo Date Salvator Cracchiolo Date Barbara Bagstad • Date Loren Johnson, .D. Date Dolores Cracchiolo Date Barbara Cracchiolo Date Ann_Mase Date Ron Mase Date . 0. George Draper Date 05/21/93 Page 22 Main Pier Phase 11 Partnership May 21, 1993: Draft 4 Page 22 9.12.1 The signatures of Eldon and Barbara Bagstad, although included hereinbelow are subject to this document being reviewed and approved by their attorney, which approval, if not given prior to May 3, 1993, then the signatures of Eldon and Barbara Bagstad become null and void on this document, 9.13 Memorandum of Partnership Agreement. The Managing Partner shall record a memorandum of this Partnership Agreement. COULTRUP COINIPANTES, a California corporation ]on T. Coultrup Date President PARCEL OWNT.RS Eldon Bagstad - Date Gary Mulligan Date rank Cracchiolo Date Barbara Bagstad Date Loren Johnson, M.D. Date Dolores Cracchiolo Date r Sa�lvator Cracchid Date Barbara i�lo Date Ann Mase Date George Draper Date Ron Mase Date O5/21/93 Page 22 Main Pier Phase II Partnership May 21, 1993: Draft 4 Page 22 9.12.1 The signatures of Eldon and Barbara Bagstad, although included hereinbelow are subject to this document being reviewed and approved by their attorney, which approval, if not given prior to May 3, 1993, then the signatures of Eldon and Barbara Bagstad become null and void on this document. 9.13 Memorandum of Partnership Agreement. The Managing Partner shall record a memorandum of this Partnership Agreement. COULTRUP COMPANIES, a California corporation ton T. Coultrup President Date Eldon Bagstad Date Gary Mulligan , Date Frank CracchioIo Date Salvator Cracchiolo Date Barbara Bagstad Date Loren Johnson, M.D. Date Dolores Cracchiolo Date Barbara CracchioIo Date We 014 J Ann Maw Date/W '• 1 George Draper Date 05/21193 Page 22 Main Pier Phase II Partnership May 21, 1993: Draft a Page 22 9.12.1 The signatures of Eldon and Barbara Bagstad, although included hereinbelow are subject to this document being reviewed and approved by their attorney, which approval, if not given prior to May 3, 1993, then the signatures of Eldon and Barbara Bagstad become null and void on this document. 9.13 Memorandum of Partnership Agreement. The Managing Partner shall record a memorandum of this Partnership Agreement. COULTRUP COMPANIES, a California corporation Jon T. Coultrup President PARCEL OVN'l TM Date Eldon Bagstad Date Gary Mulligan Date Frank Cracchiolo Date Barbara Bagstad Date Loren Johnson, M.D. Date Dolores Cracchiolo Date Barbara CracchioIo Date Ron Masc Date 05/21/93 Page 22 Main Pier Phase U Partnership May 21, 1993: Draft 4 Page 23 E!Y2� r- zt- Frank Alfonso ate 05/21/93 Page 23 A 112 rr Ll E r -% RILIV1 r EXHIBIT RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: David Lurker Voss, Cook & Thel A Partnership including Law Corporations 840 Newport Center Drive, Suite 700 P.O. Box 2290 Newport Beach, CA 92658-8958 Space Above This Line For Recorder's Use DURABLE SPECIAL POWER OF ATTORY Y r WHEREAS, I am the owner in fee simple to an individual parcel of property, as more particularly described in Exhibit A attached hereto ("Parcel"), which is a portion of a larger area, Within the area of the City of Huntington Beach bounded by Main and Sixth Streets, Pacific Coast Highway and Walnut Avenue ("Property"); WHEREAS, I an a general partner in the Main -Pier Phase II Partnership ("General Partnership"), a General Partnership fo=ed to develop the Property under the terns of the General Partnership Agreement of Main -Pier Phase II Partnership ("Partnership Agreement"), and the Disposition and Development Agreement ("DDA") respecting the Property; WF.EREAS, the Partnership Agreement establishes the respective rights and obligations of the General Partners, including that of Coultrup Companies, Inc. ("Coultrup"), as Managing General Partner, to develop the Property; T=REAS, to develop the Property under the terns of the Partnership Agreement and the DDA each General Partner must execute his respective obligations under the Partnership Agreement; '61TEREAS, each general partner has deemed it to be in the best interests of the Partnership and the other general partners to grant to Coultrup this Power of Attorney to act for and on behalf of any general partner to carry out the terms of the Partnership Agreement; . NOW THEREFORE, the undersigned hereby grants to Coultrup this Durable Special Power of Attorney: 13:t1tr oA_sjr 1 f2T70Q�/4677�2 i the undersigned, of (city), .%zlcounty), hereby make, constitute -and appoint coultrup Companies, Inc., P.O. Box 1270 sunset Beach, California 90742 , as my true and lawful Attorney for me and in my name, place and stead and for my use and benefit and at my expense to do the acts necessary or proper to effect the provisions of this section 7 of the Partnership Agreement, which acts are limited to: I. Execute and deliver any of the documents required to be executed the Parcel Owner under the Partnership Agreement; 2. obtain a Completion Bond for the Parcel; 3. Obtain a Construction Loan for the Parcel; 4. obtain Permanent Financing for the Parcel; 5. Make any contributions or pgyments required under the Partnership Agreement; and 6. Observe and perform any obligation of the Parcel Owner under the Partnership Agreement, the Construction Doan, the Construction Agreement, the Permanent Financing, the DDA, the Limited Partnership Agreement or the CC&R's. All capitalized terns not defined in this Power of Attorney shall have the meaning ascribed to them under the Partnership Agreement. This Power of Attorney is given as further consideration for my interest in the General Partnership and is therefore coupled with that interest. This Power of Attorney is not terminable or revocable by me, nor may I appoint another person to perform the acts referred to in this Power of Attorney unless (i) the General Partnership is lawfully terminated or (ii) the Power of Attorney is revoked by the General Partnership by an instrument executed, acknowledged and recorded superceding this instrument. THIS POWER OF. ATTORNEY SHALL NOT BE AFFECTED BY MY SUBSEQUENT DEATH OR MY INCAPACITY AS PROVIDED IN THE CALIFORNIA UNIFOP-11 DURABLE POWER OF ATTORNEY ACT. . e. 13:CttrpPaA.agr 1=01/051792• 2 When the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. WITNESS my hand this day of 1992. STATE OF CALIFORNIA COUNTY OF j ss. y r On this day of in the year 1992, before me, the undersigned, a Notary Fublic in and for said State, personally appeared , personally known to re/proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to this instrument, and acknowledged that he executed it. I declare under penalty of perjury that the person whose name is subscribed to this instrument appears to be of sound mind and under no duress, fraud or undue influence. WITNESS my hand and official seal. 13:CZtrpPal.e9r 127700IM1792 3 Md! C TO 'pa r--, ers IL% p Aj,r e-p- MAIN -PIER PHASE II PARTNERSHIP SUBORDINATING GROUND LEASE r EXHIBIT 40 ABLE OF CONTENTS 1. premises . . . . . . . . . . . . . . . . . . . . . . . . 1 2. Tern, . . . . . . . . . . . . . 1 2.1 Recordation _of Memorandu;. . . . . . ... . . . . 1 2.2 Initial _Term . . . 1 2.3 Option to Extend 1 3. Monthlv Pent . . . . . . . . . . . . . . . . . . . . . 2 3.1 Determination of Rent . . . . . . . . . . . . . . . 2 3.2 Bgnt . . . . . . . . . . . . . . . . . . . . . . . 3 4. Adjustments _to Monthly Rent . . . . . . . . 3 4.1 CPI Adjustment . . . . . . . . . . . 3 4.2 rair Market Value-Adiustnent ... . . . . . . . . . 4 S. Taxes, Assessments, Utilities and Services . . . . . . . 5 5.1 Temple Net _Lease . . . . . . . . . . . . 0 . . . 5 5.2 Beal and rersonal Property. . . . . . . . . . . . 5 5.3 J!gorations . . . . . . . . . . . . . . . . 6 5.4s5ee! s Right to Contest . . . . . . . . . . . . . 6 5.5 Exemptions . . . . . . . . . . . . . . . . . . . . 6 5.6 Indemnity . . . . . . . . . . . . . . . . 6 5.7 proof Qf Compliance . . . . . . . . . . . . . . 6 5.8 Utilities and Services . . . . . . . . . . . . . . 7 6. Uses ... 7 6.1 imposes 7 6.2 Corpliance With _Laws . . . . . . . . . . . . 7 6.3 Waste; nuisance; Damage . . . . . . . . 7 7. Jand Use* Minaral RIghts . . . . . . . . . . . . & 7 7.1 Restrictions . . . . . . . . .-. . . . . . 7 7.2 ese ed s . . . . . . . . . . . . . . 7 8. Construction . . . . . . . . . . . . . . . . . . . . . . 7 9. conditions of Malor, Construction . . . . . . . . . . . . 8 9.1 General Contractor. Plans SDecifications . . . . . 8 9.2 Rinal Plans, SRecificat ons . . . . . . . . . . . . 8 9.3 Notice of Intent to Construct, . . . . . . . . 8 9.4 Assurance of completion . . . . . . . . . . . 8 9.5 Aeauired Governmental Permits . . . . . . . . . . . 9 9.6 Builder's Risk and Other Insurance . . . . . . . e 9 10. Soil Conditions: Hazardous Materials,; _Inspect oo e . . . ' 9 10.1 Definition . . . . . . . . . . . . . . . . . . . . 9 10 .2 Disclaimer of Wa=a_nty 10 10.3 Covenant of ssee . 10 10.4 Inspection . . 10 10.5 Carpliance with le -ay ... 10 10.6 Beroval of Hazardous Substances •. - 10 13:KafnPer3.tse Wmee � i 'A,�rx+m 10.7 Fndemnity . . . . . . . . . . . . . . . . . . . . . 11 11. jessee's Right To Grant Easerents . ... . . . . . . . . 11 12. completion . . . . . . . . . . . . . . . . . . . . . . . 11 12.1 e t ose t'o to Cam et o . . . . . . 11 22.2 Protection of Lessor Acrainst Cost or Clairt . 11 12.3 Lessor's Right to Discharge Lien . . . . . . . . . 12 12.4 Notice of Corpletion . . . . . . . . . . . . . . . 12 12.5 Notice of Changes in Plans . . . . . . . . . . . . 12 13. Maintenance? Repairs: Alterations: Recpastrugtion . . . 12 13.1 jLesseeyecru fired to Sa]itain Premises . . . . . . . 12 13.2 Bight -to Contest Gove%nmenta]._Order . . . . . . . . 13 13.3 )4aior and Minor Repairs, Reconstructions, Alterations . . . . . . . . . . . . . . . . . . 14 13.4 O e o � nrovements . . . . . . . . . . . . 14 T r 14. Financing With Eee Subordination . . . . . . . . . . . . 15 14.11 Ege Subordination by Lgssa . . . . . . . . . . . . 15 14.2 Conditions -of -Fee Subordination . . . . . . . . . . 15 14.3 Contents of Note. Mortgage . . . . . . . . . . . 16 14.4 Request 'for_ Notice of Default- for___Lessor's Protection . . . . . . . . . . . . . . . 16 14.5 One -Mortgage. ;ne pebt . . . . . . . . . . . . . . 17 14.6 New Lease to Mortcacree . . . . . . . . . . . . . . 17 15. Assignment,Z Subletting . . . . . . . . _ 17 15.1 Assignment . . . . . . . . . . . 17 15.2 Lessee Is Nonliability After_Assic;nmej3= 17 15.3 Right to Sublet . . . . . . . . . . . . . . . . . . 18 15.4 Assignment of Rents, . . . . . . . . . . . . . . . . 18 16. notion to Purchaseaemises . . . . . . . . . . . . . . 18 16.1 Option . . . . . . . . . . . . . . . . . . . . . . 18 16.2 Exergiser Term . . . . . . . . . . . . . . . . . . 19 16.3 Purchase and Sale; -Escrow . . . . . . . . . . . . . 19 16.4 Purchase -Price . . . . . . . . . . . . . . . . . . 19 16.5 Condition of Title . . . . . . . . . . . . . . 20 16.6 Title_PolicY 20 16.7 _"As Is'_ e 20 17. Insurance . . . . . . . . . . . . . . . . . . . . . . . 20 17.1 fire and Extended Coverage . . . . . . . . . . . . 20 . 17.2 Proceeds_of Fire and Extended -Cove Mae Insurance_ 21 17.3 RujIder's Risk Coverage . . . . . . . . . . . . . . 22 17.4 bl ic --Liability nsu a c . . . . . . ... . . . . 22 i7.5 Business Interruption Insurance ..... .22 17.6 Other -Insurance . . . . . . 22 ,1.7 policy Form, Content, -Insurer . . . . . . . . . . . 22 17.8 Failure to Maintain Insurance; rroof of Compliance . . . . . . . . . . . . . . . . . . . 23 17.9 . sso 's Nonl ab t . . . . . . . . . . . . . . . 23 13:Fta+nPerMse A"*," f.7rw l i i 18. Conderrnation . . . . . . . . . . . . . . . . . . 23 18.1 Definitions . . . . . . . . . . . 23 18.2 Notice to Other Part; . . . . . . . 24 18.3 Effect on Rent and Terra:_ Total ,gakina . . . . . . 24 18.4 Apvortion"ent; Distribution of &ward . . . . . . . 25 18.5 Partial Takihcr . . . . . . . . . . . . . . . . . . •26 18.6 ij� Dited Taking . . . . . . . . . . . . . . . . . . 27 19. Tessee's Default . . . . . . . . . . . . . . . . . 27 19.1 Eyents of 12efault 27 19.2 Mortgagee 0 0 28 19.3 on -Pa ent of -pent . . . . . . . . 29 19.4 Right.of Subtenant to Cure . . . . . . , . , . . . 29 19.5 Rerredles . . . . . . . . . . . . . . . . . . . . . 29 20. Jessor's Remedies . . . . . . . . . . . . . . . . . . . 29 21. Votice_of Lessor's Default . . . . . . . . . . . . . . 32 22. Unavoidable Defeo t or Delay . . . . . . . . . . . . . . 32 23. WaLvgZ Voluntary -Acts . . . . . . . . . . . . . . . . . 32 24. Attornevs!_ Fees . . . . . . . . . . . . . . . . . . . . 32 25. Arbitration. Appraisal, . . . . . . . . . . . . . . . . . 32 26. Votice . . . . . . 33 27. Performance of Lessee's Covenants by others . . . . . . 34 28. Eonmercrer of Eee and Leasehold_Estates . . . . . . 34 29. Estoppel Certificates . . . . . . . . . . . . . . 34 30. sToint and_Eevera2 Obligat ong . . . . . . . . . . . . . 34 31.. Captions 34 32. Gender. Number . 35 33. Entire Acrre emen&ZSeverability 35 34. Successors . . . . . . . . . . . . . . . . . . . . . . . 35 35. J&sseels ILuty to Su ende . . . . . . . . . . . . . . . 35 36. xecution In Counterparts . . . . . . . . . . . . •• 36 EXHIBITA . . . . . . . . . . . . . . . . . . . . . . . . . . 37 E=BIT B e . . . . . .. 38 13:K4lnPer3,tse iii 07r-1172l12MCI MAIN -PIER PHASE II•PARTNERSHIP SUBORDINATING GROMID LEASE This Main -Pier Phase II Partnership Subordinating Ground Lease ( "Lease") is made as of I ( "Execution Date") , between ("Lessor") and the Main -Pier Phase II Partnership, a California general partnership ("Lessee"). Lessor leases to Lessee and Lessee hires from Lessor the Premises below. 1. aenises. The property which is the subject of this Lease (the "Premises") consists of approximately acres of land situated in the City of Huntington Beach, County of orange. The legal description of the Premises, including any appurtenances, is included in Exhibit A, attached to this Lease and incorporated herein. 2. err,. 2.1 Becordationo er o a duty. This Lease shall not be recorded; only a Memorandum of Lease in the form delivered with this Lease ("Memorandun of Lease") shall be recorded upon execution and acknowledgement. The parties shall execute such further xienorandum in form and substance as may be required by a title insurance company insuring Lessees leasehold estate or the interest of any leasehold mortgagee or fee mortgagee, and sufficient to give constructive notice of the Lease to -subsequent purchasers and mortgagees. 2.2 111itial Tern. The term of this Lease is thirty (30) full calendar years, beginning from the date of the recording of the Declaration of Default as provided in the Memorandum of Lease with the Recorder's Office of'the County of. Orange, California (the "Commencement Date") , and ending at midnight on , unless sooner terminated as provided for in this Lease. In any eve., it,.- initial term shall commence, if at all, within twenty years of the Execution Date. Any reference to the term of this Lease or the anniversary of this pease shall be deemed to refer to the Commencement Date, as opposed to the Execution Date. 2.3 Option- to xte d. (a) Lessee may, at Lessee's option, extend the original term of this Lease for two (2) additional periods of ten (10) years each, subject to all the provisions for adjustments to and variations in rent. Unless Lessee gives notice to Lessor that the Lessee will not extend the lease, the Lease will continue for the Ugxt optional lease term. After the exercise of an option to extend, all references in this Lease to the "ternn shall be considered to mean the term as extended, and all* references to 13:Ka f reerM se "termination" or to the "end of the term" shall be considered to mean the termination or end of the term as extended. (b) Lessee may, at Lessee's election, assign these options at any tine and from time to time to any one or =ore leasehold mortgagees permitted by this Lease, and may give any such mortgagee, with or without such assignment, power of attorney to exercises such options. (c) Lessee's right to exercise the options is subject to the following conditions precedent: (i) The Lease shall be in effect at the tine notice of exercise is given and on the last day of the ter=; (ii) Lessee shall not be in material default underany provision of this Lease at the time notice of exercise is given or on the last day of the term or at any time during the tern for a consecutive period of more than ninety (90) days; and (d) In lieu of executing a new lease, each party shall, at the request of the other, endorse on the original Lease or on a true copy of the original Lease that party's signature or signatures, the date the option was exercised, and the words "option exercised." Alternatively, each party shall, at the request of the other, execute a memorandum, in recordable form, acknowledging the fact that the option has been exercised and otherwise complying with the requirements of law for an effective me=orandum or abstract of Lease, however, failure of the Lessor to endorse the Lease or execute a Memorandua shall not prevent the effectiveness of the exercise of the option by Lessee. 3. Bontbly Rent. 3.1 petermination of e t. For fifteen (15) days from the occupancy of the Premises by a subtenant, Lessor and Lessee shall atterpt to agree between themselves on a_flat rate bonthly rent. Until such occupancy, the rent shall be One Dollar ($1) per month. (a) If the parties cannot agree within such fifteen (15) -day period, each party shall, within fifteen (15) days, notify the other party of the appointment of an MIA licensed appraiser to determine -the fair market rental value of the Premises. (b) If one party does not appoint an appraiser within the time allowed, then the determination of the fair rental value -by the one appraiser shall be binding on both parties. (c) If both parties are satisfied with the -selection of the appraisers, the average of the two appraisals shall be the fair market rental value for the Premises. 13:hafnperLlze 2 07�921127M01 . (d) If either party delivers written notice to the Other party, within fifteen (15) days of receipt of notification of the appointment of an MIA licensed appraiser by the other party, of its dissatisfaction with the selection of the appraiser, both appointed appraisers shall, within fifteen (15) days of receipt of such a written notice by one of the...parties, appoint a third appraiser, whose determination of fair market rental value of the Premises shall be binding on both parties. (e) The parties shall share equally the fees and expenses of the appraisers jointly named, but each party shall be responsible for the fees and expenses of any appraiser named solely by him or her. Each party shall bear his or her own expenses in presenting evidence to the two appraisers. 3.2 Pent. Within fifteen (15) days of determination of the fair market rental value and the receipt of the appraisers' report, the parties shall sign an endorsement or aemorandua reflecting the monthly rent. However, failure of any party to execute such endorsement or memorandum shall not prevent the operation or effectiveness of the Lease. The monthly rent established by this Section 3 shall remain in effect for the first year of the initial term. Beginning with the first anniversary of the initial term, the monthly rent shall be adjusted as provided in Section 4.1 of this Lease. once the fair rental value is determined, it shall apply retroactively to the beginning of occupancy by a subtenant of the Premises. .Lessee shall pay to Lessor any amounts which ray be due with the next scheduled rent payment. 4. Adjustments to Yorthly Ben&. 4.1 CPJ Adjustment. Co=encing on the first anniversary of the Lease and every year thereafter (the "Adjustment Date"), the base rent shall be adjusted upward, according to the following computation: (a) The base for computing -the adjustment is the Consumer Price Index ("CP1 9 for All Urban wage Earners and Clerical Workers for Los Angeles -Long Beach -Anaheim, "All itens" published by the U.S. Department of Labor, Bureau of Labor Statistics ("Index"), which is in effect on the Commencement Date ("Beginning Index"). The Index published most immediately preceding the Adjustment Date in question ("Adjustment index") is to be used in determining the amount of the adjustment. (b) If the Adjustment Index has increased over the Beginning Index, the monthly rent for the following year (until the next rent adjustment) shall be set by multiplying the monthly rent set forth in Section 3 hereof by a fraction, the numerator of which is the Adjustment Index and the denominator of which is the Beginning Index. In no case shall the =onthly rent be less than 13:Kair er3.lse 3 Q74� VIZ77i00t the monthly rent set forth in Section 3 for the first period; thereafter the monthly rent shall be no less than the aonthly rent as adjusted. (c) If the Index -shall -no longer be published, another generally recognized as authoritative' shall be substituted by agreement of the parties. If they are unable to agree within fourteen (14) days after demand by either party, the substitute index shall, on application of either party, be selected by the chief officer of the San Francisco regional office of the Bureau of Labor Statistics or its successor. 4.2 Fair yarcet Value_Adiustment. (a) On the fifth anniversary of the Lease and at the end of each five (5)-year period thereafter under the Lease, the monthly rent for the Premises shall be adjusted upwardly, if at all, to fair market rental value pursuant to the following procedure: (i) At least sixty (60) days prior to the expiration of the applicable 5-year period, Lessor and Lessee shall attempt to agree between themselves on a new monthly rent. (ii) If the parties cannot agree within such sixty (60)-day period, each party shall, within fifteen (15) days, notify the other party of the appointment of an MIA licensed appraiser to determine the fair market rental value of the Premises. (iii) If one party does not appoint an appraiser within the time allowed, then the determination of the fair rental value by the one appraiser shall be binding on both parties. (iv) If both parties are satisfied with the selection of the appraisers, the average of the two appraisals shall be the fair market rental value for the Premises. (v) If either party delivers written notice to the other party, within fifteen (15) days of receipt of notification of the appointment of an MIA licensed appraiser by the other party, of its dissatisfaction with the selection of the appraiser, both appointed appraisers shall, within fifteen (15) days of receipt of such written notice by one of the parties, appoint a third appraiser, whose determination of fair market rental value of the Premises shall be binding on both parties. (vi) The parties shall share equally the fees and expenses of the appraisers jointly named, but each party shall be responsible for the fees and expenses of any 13:aa1nPer3Asa 4 appraiser named solely by him or her. Each party shall bear his or her own expenses in presenting evidence to the two appraisers. (vik) Any fair market rental value appraisal shall base its appraisal on the Premises as it is then being used. (b) Within fifteen (15) days of determination of the fair 'market rental value and the receipt of the appraisers, report, the parties shall sign an endorsement or memorandum reflecting the new monthly rent. However, failure of any party to execute such endorsement or memorandum shall not prevent the operation or effectiveness of the Lease. The monthly rent established by this Section 4.2 shall remain in effect for the first year of the applicable 5-year period. Beginning with the second year of the applicable 5-year period the monthly rent shall be adjusted as provided in Section 4.1 of this Lease. (c) If the adjustment to fair market value is not completed prior to the co=encement of the applicable 5-yeas period, Lessee shall pay to Lessor the rent established as of the last month of the previous term. once the adjustment to fair market value rental is determined, it shall.apply retroactively to the beginning of the applicable 5-year period. Lessee shall pay to Lessor any amounts which may be due to any rent increase because of such adjustment with the next scheduled rent payment. 5. :axes ._Assessments . utilities and Services. 5.1 =rle Net ase. This Lease shall be deemed and construed to be a "Triple Net Lease." Lessor shall receive the rent due hereunder free from any charges, assessments, impositions, expenses or deductions of any nature whatsoever. Lessor shall not be called upon to make any expenditure for the maintenance, repair or preservation of the Premises or property adjacent to the Premises. In no event shall there be any deduction or set-off of any nature whatsoever from the rent to be paid to Lessor. 5.2 Real End Personal Property. Lessee shall pay all real and personal property taxes, general and special assessments; and other charges of every description levied on or assessed against the Premises, improvements located on the -Premises,, personal property located on or in the land or improvements, the leasehold estate, or any subleasehold estate, to the full extent of installments falling due during the term, whether belonging to or chargeable against Lessor or Lessee. Lessee shall make all such payments direct to the charging authority before delinquency. If, however, the law expressly permits the payment of any or all of the above. items in installments (whether or not interest accrues on the unpaid balance), Lessee may, at Lessee's election, use the installment method, provided that each installment is paid prior to delinquency. 13:MafnPer3.1" 0?tz9 /12TM1 5.3 pxontions. All payments of taxes or assessments, or both, except permitted installment payments, shall be prorated for the initial Lease year and for the year in which the Lease terminates. For permitted installment payments of which at least the first installment fell due before commencement of the term, Lessee shall pay all installments falling. due after commencement of the tern. For permitted installment payments extending beyond the expiration of the term, Lessee shall pay those installment(s) falling due before expiration of the term. 5.4 Jessee's_Richt to CoDtest. (a) Lessee may contest the legal validity or amount of any taxes, assessments, or charges for Which Lessee is responsible under this Lease, and may institute such proceedings as Lessee considers necessary; provided that Lessee pays any such tax, assessment, or charge prior to delinquency. Lessee may pay such amounts under protest but shall protect Lessor and the Premises from any lien by adequate surety bond or other appropriate security. (b) Lessor appoints Lessee as Lessor's attorney - in -fact for the purpose of making all payments to any taxing authorities and for the purpose of contesting any taxes, assessments, or charges, conditioned on Lessee's preventing any liens from being levied on the Premises or on Lessor (other than the statutory lien of Revenue and Taxation Code Section 2187). 5.5 Exemptions. Lessee's obligation to pay taxes or assessments levied or charged against the Premises or improvements or against specified personal property shall not include the following: income or profits taxes levied or assessed against Lessor by federal, state, or other governmental agency; estate, succession, inheritance, or transfer taxes of Lessor; or corporation, franchise, or profits taxes imposed on the corporate owner of the fee title of the Premises. However, if taxes are imposed, assessed, or levied on the rents derived from the Premises in lieu of all or any part of real property taxes, personal property taxes, or real and personal property that Lessee would have been obligated to pay under the foregoing provisions, and the purpose of the new taxes is similar to that of an ad valorem or use tax than to an income or franchise tax on Lessor's income, Lessee shall pay the taxes as provided above for property taxes and assessments, • 5.6 Indennity. Lessee shall also defend and indemnify Lessor and the Premises against liability for taxes and other impositions in the nature of a tax on the right to do business when Lessors collection of rent under this Lease is defined as doing business. M KaInPerMse OMM/1277001 6 f 5.7 J�:-oof_of Compliance. Lessee shall furnish or cause to be furnished to Lessor, Within ten (10) days after the date when any tax, assessment, or charge would become delinquent, receipts or other appropriate evidence establishing their payment. 5.8 Utilities and_Services. Lessee shall arrange for connection of all utilities and services to the Premises, including, without limitation, gas, electricity, water, telephone, sewer, and refuse collection, and shall pay for all such utilities and services supplied to the Premises, 6. Uses. 6.1 Furooses. Lessee shall use and permit the use of the Premises primarily for the construction, raintenance and operation of a commercial building as provided in the Disposition and Development Agreement regarding,, the Premises, dated ("DDA") , provided that Lessee may at any time use the improvements or permit them to be used, for any lawful purpose or alter, modify, remove, or demolish the improvements, as provided in Sections 8 and 13 hereof, and as limited by Subsection 13.4. 6.2 gompliance with Laws. Lessee shall comply with all laws concerning the Premises or Lessee's -use thereof, including, without limitation, the obligation at Lessee's cost to alter, >-aintain, or restore the Premises in compliance and conformity with all laws relating to the condition, use, or occupancy thereof during the tern, except as provided in the DDA. 6.3 waster Nu isreR_Damag_a. Lessee shall not use the Premises in any way that will constitute waste, nuisance, or unreasonable annoyance to owners or occupants of adjacent properties. Lessee shall not do anything on the Premises that will cause damage to the Premises. 7. Land Vse L Mineral ,Rights. 7.1 es 'c o . Lessee must obtain Lessor's prior written consent to any restrictions on the land, its use, or its alienation, for periods extending beyond the term. Lessor shall, at Lessee's request, join with Lessee in applications and proceedings to obtain necessary use or zoning changes, but without cost or expense to Lessor. 7.2 Reserved Rights. All oil, gas, and mineral rights are expressly reserved from this Lease and shall remain With the Lessor. 8. Constrvcti2n. Lessee may construct or otherwise make new improvements on any part or all of the Premises and modify or change the contour or grade, or both, of the land, provided Lessee is not then in default under any condition or provision of this 13:m fnPerMse C7C892/127=1 7 Lease, and provided Lessee complies with all other limitations and provisions of this Lease, including Sections 10 and 13.4. 9. Conditions of MajorConstruction. Before any major work of construction, alteration, or repair (as defined in section 13.3) is commenced on the Premises, and before any building materials have been delivered to the Premises by Lessee or under Lessee's authority, Lessee shall comply with all the following conditions: 9.1 General Contractor. Pans S ecif cations. (a) If requested, Lessee shall deliver to Lessor: (i) One (1) set of preliminary construction plans and specifications, all sufficient to enable potential contractors and subcontractors to make reasonably accurate bid estimates; and , (ii) Lessee's contract with the general contractor and evidence of the general contractor's financial condition for Lessor's approval. (b) All improvements shall be constructed in accordance with the DDA, within the exterior property lines of the Premises; provided that required work beyond the Premises on utilities, access, and conditional use requirements do not violate this provision. With the plans, Lessee shall deliver to Lessor the certificate of the person or persons who prepared the plans and specifications certifying that Lessee has fully paid for then or waiving payment and waiving any right to a lien for preparing them, and permitting Lessor to use the plans without payment for purposes relevant to and consistent with this Lease. 9.2 Final-i Plans, Specifications. Lessee shall prepare final working plans and specifications substantially conforming to the DDA, submit them to the appropriate governmental agencies for approval, and deliver to Lessor one complete set as approved by the governmental agencies. changes frog the preliminary plans shall be considered to be within the scope of the preliminary plans if they are not substantial or if they are made to comply with suggestions, requests, or requirements of a governmental agency or official in connection with the application for permit or approval. 9.3 Notice of Tntert to Construct. Lessee shall notify Lessor of Lessee's intention to commence a work of improvement at least ten (10) days before commencement of any such work. Lessor shall.have the right to post and maintain on the Premises any notices of nonresponsibility provided for under applicable law, and to inspect the Premises in relation to the construction at all reasonable times. 9.4 Assurance of Como et c . Lesseeshall furnish Lessor a bond as described below if, and promptly after, Lessor MKoinPer3.lee aTMV127= gives notice of demand. The bond shall be that of a responsible surety company, licensed to do business in California, in an amount not less than Lessee's estimated cost of construction, and shall remain in effect until the entire cost of the work shall have been paid in full and the new improvements shall have been insured as Provided in this Lease. The bond shall state the following: (a) That it is conditioned to secure the completion of the proposed construction, free from all liens and claims of contractors, subcontractors, mechanics, laborers, and raterialrien; (b) That the construction work shall be effected by Lessee, the general contractor, or, on their default, the surety; (c) That in default of such completion and payment, such part of the amount of the bond as shall be required to complete the work shall be paid to the Hain -Pier Phase II General Partnership to complete the construction under this Lease; and (d) That the surety will defend and indemnify Lessor against all loss, cost, damage, expense, and liability arising out of or connected with the work of improvement. 9.5 Rearuired Governre tal Pernits. Lessee shall procure and deliver to Lessor upon request at Lessee's expense evidence of compliance with all then applicable codes, ordinances, regulations, and requirements for permits and approvals, including but not restricted to a grading permit, building permits, zoning and planning requirements, and approvals from various governmental agencies and bodies having jurisdiction. 9.6 Duilder's Risk and Other Insurance. Lessee shall deliver to Lessor (a) certificates of insurance evidencing coverage for "builder's risk;" (b) evidence of workmen's compensation insurance covering all persons employed in connection with the work and with respect to whom death or bodily injury claims could be asserted against Lessor or the Premises, and (c) evidence that Lessee has paid or caused to be paid all premiums for the coverage described above in this Section 9.6 and any increase in premiums on insurance provided for in the Sections on insurance, sufficient to assure' maintenance of all insurance required by this- Lease during the anticipated course of the work. Lessee shall maintain, keep in force, and pay all premiums required to maintain and keep in force all required insurance at all times during Which such work is in progress. Iv. soil conditions: Hazardous materials: Inspection. 10.1 pefinition. "Hazardous Substances" are those substances listed in Division 4, Chapter 30, Article 9 of Title 22, California Administrative Code, or those which meet the toxicity, reactivity, corrosivity or flammability criteria of Article it of 13:KainPerM se 9 070SL`21T277001 the above Code, as such may be amended, modified or replaced, or any other contaminants, pollutants, toxic substances or related materials which pose a hazard to health or the environment. 10.2 j2i,sclai rfer of waMnty_. Lessor sakes no warranty or representation whatsoever concerning the Premises, including without limitation, the condition, fitness or utility for any purpose thereof, any improvements thereto or personal property located thereon, or compliance thereof with applicable laws, ordinances or governmental regulations, and the Lease of the Premises is strictly "AS 1S," with all faults, and Lessor hereby disclaims all other Warranties Whatsoever, express or implied, including without limitation any warranty as to the presence or absence of Hazardous Substances; the condition of the soil (or water), geology, and any warranty of merchantability or habitability or fitness for a particular purpose. 10.3 Covenant _of,Lgssee. Lessee shall not use, create, store or allow any Hazardous Substances on the Premises. No underground storage tanks shall be installed. Fuel stored in a motor vehicle for the exclusive use in such vehicle is excepted. Products necessary for routine cleaning and maintenance of the Premises (including any improvements thereon) may be kept on the Premises in quantities reasonable for current needs; however, Lessee is solely responsible for the proper use, storage and disposal of any such materials. 10.4 Inspection. Lessor, or its officers, employees, contractors or agents shall at all tines have the right to enter, inspect and test the Premises (including any improvements thereon) and the operations conducted thereon to assure compliance with the requirements under this Lease, including those set forth in this Section 10. This inspection may include taking samples for testing of substances and materials present and/or testing soils or storage tanks on the Premises. 10.5 Compliance wit w. Lessee shall be responsible for posting on the property any signs required by Section 25249.6 of the California Health and Safety Code and regulations promulgated pursuant thereto. Lessee shall also complete and file any business response plans or inventories required by Chapter 6.95 of the California health and Safety Code and regulations promulgated pursuant thereto. Lessee shall provide a copy of such plans or inventories concurrently with filing of the same with the appropriate public agency. Provision or failure to provide such plans or inventories shall not create any liability on the part of Lessor nor constitute a waiver of Lessor's rights under this Lease or Lessee's obligations under this Lease and State lass. 10.6 Pemoval-of Hazardous Substances. Breach of any of these Covenants, terms and conditions shall give Lessor authority to immediately terminate this agreement. Whether of not this Lease is terminated, Lessee shall be responsible for and bear the entire 13:MainPer3.tse 1 0 070n2/1277DO1 cost of removal and disposal of Hazardous Substances introduced to the Premises during Lessee's period of use and possession. Lessee shall also be responsible for any cleanup and decontamination on or off the Premises necessitated by the presence of such Hazardous Substances. Lessee shall complete and sign all manifests required by law in connection with such removal and disposal. . 10.7 Indemnity. Lessee shall defend, indemnify and hold Lessor and its officers, employees, contractors or agents harmless from any claims, liability, injury, damage, costs or expenses (including without limitation, the cost of any clean up of Hazardous Substances and the cost of attorneys' fees) arising as a result of the presence or use of any Hazardous Substances caused. to be placed by any person on the Property during Lessee's use and possession of the Property. 11. Jessee's Ri.ctht To Grant_ Easements. Except as provided in Section 7.1 above, Lessor grants to Lessee the right to grant to public entities or public service corporations, for the purpose of serving the Premises, rights of way or easements on or over the Premises for poles or conduits or both for telephone, electricity, water, cable television, sanitary or storm sewers or both, and for other utilities and municipal or special district services. 12. Completion. 12.1 Diligent Prosecution to Completion. Once any construction work is begun, Lessee shall with reasonable diligence prosecute to completion all construction of improvements, additions, or alterations. All'work shall be performed in a good workmanlike 'manner, shall substantially comply with plans and specifications submitted to Lessor as required by this Lease, and shall comply with all applicable governmental permits, laws, ordinances, and regulations. 12.2 ,I!rotection of Lessor, Against Cosr_or, 91aim. (a) Lessee shall pay or cause to be paid the total cost and expense of all works of improvement, -as that phrase is defined in the California statutes regulating mechanics' liens. No such payment shall be construed as rent. Lessee shall not suffer or permit to be enforced against the Premises or any part thereof any mechanic's, materialman's, contractor's, or subcontractor's lien arising from any work of improvement, however it may arise. Nevertheless, Lessee may in good faith and at Lessee's own expense contest the validity of any such asserted lien,_ claim, or demand, provided Lessee has furnished the bond required in California.Civil Code Section 3143 (or any comparable statute hereafter enacted for providing a bond freeing the Premises frcm.the effect of such a lien claim). (b) Lessee shall defend and indemnify Lessor against all liability and loss of any type arising out of work 13:KainPer3.tSe CM*_T?JIZM01 11 performed on the Premises by Lessee, together with reasonable attorney's fees and all costs and expenses incurred by Lessor in negotiating, settling, defending, or otherwise protecting against such claims. 12.3 Lessor's Right _to- Discharge _Lien. If Lessee does not cause to be recorded the bond described in California Civil Code Section 3143 or otherwise protect the Premises under any alternative or successor statute, and a final judgment has been rendered against Lessee by a court of competent jurisdiction for the foreclosure of a mechanic's, materialman's, contractor's or subcontractor's lien claim, and if Lessee fails to stay the execution of the judgment by lawful means or to pay the judgment, Lessor shall have the right, but not the duty, to pay or otherwise discharge, stay, or prevent the execution of any such judgment or lien or both. Lessee shall reimburse Lessor for all sums paid by Lessor under this Section 12.3, together with all Lessor's reasonable attorneys' fees and costs, plus interest on those sums, fees, and costs at the lesser of twelve percent (12%) per annun or the highest rate allowed .by law fro= the date of payment until the date of reimbursement. 12.4 Notice of Completion. on completion of any substantial work of improvement during the tern, Lessee shall file or cause to be filed a notice of completion. Lessee hereby appoints Lessor as Lessee's attorney--in-fact to file the notice of completion on Lessee's failure to do so after the work of improvement has been substantially completed. 12.5 notice of Changes -in -Plans. on completion of any work of improvement, Lessee shall give Lessor notice of all changes in plans or specifications made during the course of the work,, and shall, at the same time and in the same manner, supply Lessor with "as built" drawings reflecting all such changes. Lessor acknowledges that it is common practice in the construction industry to make numerous changes during the course of construction on substantial projects. Changes that do not -substantially alter plans -and specification previously approved by Lessor do not constitute a breach of Lessee's obligations. 13. Maintenance; Remairs; Alterations; Reconstruction. 13.1 lassee Becruired to Maintain Premises. (a) Throughout the term, Lessee shall, at Lessee's sole cost and expense, maintain the Premises and all improvements in first-class condition and repair, ordinary wear and tear excepted, and in accordance with all applicable laws, rules, ordinapces, orders and regulations of (i) federal, state, county, municipal, and other governmental agencies and bodies having or claming jurisdiction and all their respective departments, bureaus, and officials; (ii) the insurance underwriting board or insurance inspection bureau having or claiming jurisdiction; and 13:KainPerMSe 12 OTC89Z1127= i (ifi) all insurance companies insuring all or any part of the Premises or improvements or both. (b) Except as provided below, Lessee shall promptly and diligently repair, restore and replace the improvements constructed on the Premises as required to maintain or comply as above, or to remedy all damage to or destruction of all or any part of the improvements, if the cost of the work so required does not exceed thirty percent (30%) of the replacement value of all the improvements. if the cost does exceed that percent, Lessee shall either (i) nevertheless repair, restore, and replace as above or (ii) after giving written notice to Lessor, raze the improvements damaged or destroyed. Within fourteen (14) days after such notice, Lessor may by notice elect to repair, restore, and replace the improvement as above, and Lessee shall not raze until the expiration of the time for Lessor's notice of election. Razing means the removal from the Premises of all fixtures and improvements, including demolition and rembval of all baseWents and foundations, filling all excavations, returning the surface to grade, and leaving the Premises safe and free from debris, hazards and Hazardous Substances. (c) Consistent with Section 17 hereof, all available insurance proceeds may be used by the party responsible for or electing to repair and restore or raze the improvements, as necessary to accomplish full restoration or to complete demolition, as the case nay be. (d) The completed work of maintenance, compliance, repair, restoration or replacement shall be equal in value, quality and use to the condition of the 'improvements before the event giving rise to the work, except as expressly provided to the contrary in this Lease. (e) Lessor shall not be required to furnish any services or facilities or to make any repairs or alterations of any kind in or on the Premises. Lessor's election to perform any obligation of Lessee under this provision on Lessee's failure or refusal to do so 'shall not constitute a waiver of any right or .remedy for Lessee's default, and Lessee shall promptly reimburse, defend, and indemnify Lessor against all liability, loss, cost and expense arising from it. (f) Nothing in this provision defining the duty of maintenance shall be construed as limiting any right given elsewhere in this Lease to alter, modify, demolish, remove or replace any improvements, or as limiting provisions relating -to condemnation or to damage or destruction during the final year or years.of the term. No deprivation, impairment, or limitation of use rgsulting from any event or work contemplated by this Section 13.1 shall entitle Lessee to any offset, abatement, or reduction in rent nor to any termination or extension of the`tern. MxainPerM se 070.442/12MOI 13 13.2 Eight to Contest Governmental Order. Lessee has the right to contest by appropriate judicial or administrative proceedings, without cost or expense to Lessor, the validity or application of any law, ordinance, order, rule, regulation, or requirement ("Law") that Lessee repair, maintain, alter, or replace the improvements in whole or in part, and Lessee shall not be in default for failing to do such work until a reasonable time following determination of Lessee's. contest. If Lessor gives notice of request, Lessee shall first furnish Lessor a bond, satisfactory to Lessor in form, amount, and insurer, guaranteeing compliance by Lessee with the contested Law and indemnifying Lessor against all liability that Lessor may sustain by reason of Lessee's failure or delay in complying with the Law. Lessor may, but is not required to, contest any such Law independently of Lessee. Lessor may, and on Lessee's notice of request shall, join in Lessee's contest. 13.3 11aj or and Minor Repairs, Reconstructions. Alterations. Lessor's approval is not required for Lessee's minor repairs, alterations, or additions. "Minor" means a construction cost not exceeding five percent (5%) of the value of the improvements, none of which is derived from funds advanced on the security of any encumbrance on the leasehold or the Premises. "Construction cost" includes the cost of labor, materials, and reasonable profit to general contractor and subcontractors for any demolition and any removal of existing improvements or parts of improvements as well as for preparation, construction,• and completion of all new improvements or parts of improvements. "Value of improvements" means the latest available appraisal of "full insurable value" of the improvements as defined in provisions of this Lease relating to fire and extended coverage insurance. "Major" repairs, alterations, or additions are those not defined as minor above. For major repairs, alterations, or additions, Lessee shall comply with all conditions of major construction contained in Section 9 of this Lease. 13.4 Ovners o my ovements. (a) All improvements constructed on the Premises by Lessee as permitted by this Lease shall be owned by Lessee until expiration of the term or sooner termination of this Lease. Thereafter, subject to Lessee's Option to Purchase under Section 16 below, said improvements shall be owned by Lessor unless Lessor elects, in writing, to have such improvements removed from the Premises. Unless Lessor elects, in writing, to have the improvements removed from the Premises, within ten (10) days of the expiration of the term or sooner termination of this Lease, Lessee shall deliver the Premises to Lessor free and clear of any and all claims, liens and encumbrances. - The Premises as delivered to Lessor shall also be free of all debris, personal property and Hazardous Substances. Lessee shall defend and indemnify Lessor against all liability and loss arising from such claims, liens or encumbrances, from Lessor's exercise of the rights conferred by MmainPerLtse z CM492l12M01 this Section or from any debris, personal property or Hazardous Substances an the Premises. (b) All .property that Lessee is not required to surrender but that Lessee does abandcn'shall, at Lessor's written election, become Lessor's property upon Lessee's surrender of possession of the Premises. 'The parties covenant for themselves and all persons claiming under them that the improvements are real property. 14. Einancing With Fee Subordination. 24.1 Fee Subordination by Lessor. Lessor shall, promptly after notice of request from Lessee, execute and deliver a mortgage, deed of trust, or other security instrument ("mortgage") sufficient to subordinate, to the lien of a first encumbrance representee by the mortgage, Lessor's fee title (Which shall be considered to include fee title in the Premises or any part or parts of the Premises, including all rights and appurtenances) , and the leasehold hereby created, together with all rents and other benefits due to Lessor under this Lease, and shall execute and deliver such construction loan agreements and other instruments as the lender or title company shall require to enable Lessee to obtain construction and take-out financing as authorized in sections 14.1 through 14.4. As used herein, "construction financing" means interim or short -tern financing as limited by the conditions below; "take-out" financing means permanent or long --tern financing, the proceeds of which, in whole or -in part, are to repay and discharge the construction financing. Nothing in this provisions shall be construed to require Lessee to divide the financing into construction and take-out loans instead of a single, long-term loan. This provision shall be subject to the conditions provided in this Section 14. 14.2 Conditions of Fee Subordination. (a) The note secured by the mortgage shall be for a principal amount not to exceed $ , bearing interest at a rate not to exceed percentage points over the highest prime rate in effect among commercial banks in Orange County on the date the note is executed, plus late charges not to exceed percent of the installment in default, the principal to be amortized over _,____ years including interest. If Lessee uses a separate mortgage for construction purposes, the loan need not be amortized according to the foregoing requirements but shall be due and payable in full in not more than years from -the date of its recordation. If Lessee uses one mortgage for both the construction and take-out financing (a combination loan), the loan need not be amortized according to the periodic requirements referred to above during the construction period, which period shall in no event exceed years following the recordation date of the mortgage. The period during which the periodic -requirements referred to above shall apply shall begin at 13:K81rPerMse a7M42/1 MOI 15 the recordation of the take-out mortgage or on the date that a combination loan is converted into its permanent phase either by its own terms or two years after its recordation, whichever occurs first. (b) Lessor shall execute all documents reasonably and customarily required by mortgagee or by mortgagee's attorney (s) or by the title company insuring the nortgage or by any combination of them. Lessor shall not be required to sign or execute the note to be secured by the mortgage on the fee title but shall execute the mortgage itself. The mortgage shall contain language to the effect that the Lessor executes it solely for the purpose of encumbering Lessor's fee title and without assuming any personal liability whatsoever for the -payment of the note it secures or any other provision of the note or mortgage. (c) Lessor's agreement to subordinate the fee title to a first mortgage is limited to one 'such mortgage, i.e., to enable Lessee to obtain financing for the improvements authorized in Section 14.1 above; provided that, for this purpose, mortgages securing separate construction and take-out loans for the same work of improvement shall be considered to be one mortgage. Both the note and the mortgage securing it shall expressly provide that there can be no extensions of the due date, additions to the balance of the loan, alteration of any provision in the documents, or any refinancing of the unpaid principal balance without Lessor's prior written approval. ;nothing in this paragraph shall prohibit mortgagee from paying delinquent taxes or assessments or providing insurance coverage if Lessor fails to cure such defaults of Lessee. (d) Lessor shall not be required to subordinate Lessor's fee title to the lien of an encumbrance securing a construction or interim loan except on Lessee's presentation of evidence, delivered as provided for giving notices,, of a firm and enforceable commitment for a take-out or permanent loan. 14.3 Contents of Note. Mortaaae.. The mortgage documents shall provide that any proceeds from fire or extended coverage insurance shall be used for repair or rebuilding of the leasehold 'improvements and not to repay part of the outstanding mortgage. The 'mortgage documents shall contain provisions that all notices of default under the note and mortgage must be sent to Lessor and Lessee and that Lessor shall have the right to cure any default if Lessee fails to do so. Lessor shall have forty-five (45) days in which to cure any default under the mortgage documents after the time for Lessee to cure it has expired. Neither Lessor's right to cure any default nor any exercise of such a right shall constitute an asrsumption of liability under the note or mortgage. If any default is noncurable, it shall not be grounds for foreclosure of the mortgage if Lessor, or Lessee in possession of the Premises, promptly performs all other provisions of the note. and mortgage. MmidnPerMse 16 OTO*421127MI 14.4 Request for Notice of _ Default for_ Less Protection. On the recording of the mortgage, Lessee shall, at Lessee's expense, cause to be recorded in the office of the Orange County Recorder a written request executed and acknowledged by Lessor for a copy of notices of default and all notices of sale under the mortgage as provided by California law. Inclusion in the body of the recorded mortgage itself of a request for notice having the effect described above shall constitute compliance with this provision. 14.5 one Mortgage One Debt. No permitted mortgage shall cover any interest in any real property other than interests specifically subjected to mortgage by this Lease. No mortgage pe =itted by this Lease shall cover more than one indebtedness. 14.6 Few Te&Se to ljortgacree. On termination of this Lease by Lessor on Lessee's default, or on mortgagee's acquisition of the leasehold by foreclosure, Lessor shall enter into a new Lease with mortgagee covering the Premises covered by the terminated or foreclosed Lease if mortgagee (1) gives notice of request within ten (IC) days after termination or foreclosure, (2) pays all costs resulting from default and termination, and (3) remedies all defaults construed as though the Lease had not been terminated. The new Lease shall be for the remainder of the tern of the terminated or foreclosed Lease, effective at the date of termination or foreclosure, at the rent and on the covenants agreements, conditions, provisions, restrictions, and limitations contained in the terminated or foreclosed Lease. 15. AssiEMrent: Subletting. 15.1 Rssignrent. Lessee shall not voluntarily or by operation of law assign or encumber its interest in this Lease or in the Premises, without first obtaining Lessor's consent, provided, however, that Lessee may assign this Lease or encumber the interest in this Lease if required by any person or entity providing financing for further tenant improvements. Lessee may sublease all or any part of the Premises, or allow any other person or entity. Except as provided above, any assignment or encumbrance without Lessor's consent shall be voidable and, at Lessor's election, shall constitute a default. For purposes of the preceding, "by operation of lawn shall include transfer by testacy or intestacy, bankruptcy, assignment for the benefit of creditors, levy of a writ of attachment or execution against the Lease, or appointment of a receiver to take possession of the Premises. If Lessee desires to assign, Lessee shall give Lessor at least ten (10) days notice prior to the proposed effective date of such assignment. No consent to any assignment, encumbrance or sublease shall constitute a further waiver of the provisions of this Section 15. •• 15.2 J&sseels Nonliability After Assignment. on any assignment made in accordance with the provisions and conditions 13:KainCerMIle D7a.`42lI=01 17 m of this Lease, but not until completion of any improvements under construction at the time of assignment, lien free, as required of Lessee under this Lease, Lessee shall have no further obligation under this Lease and, as between Lessor and Lessee, shall be considered to have assigned to assignee all claims against Lessor arising under this Lease. Nothing herein contained shall be construed to release Lessee from any liability or obligation arising before the effective date of the assignment. This Section 15.2 shall not apply to any sublease hereunder. 15.3 Might to Sublet. Lessee shall have the right to sublet all or any part or parts of the Premises or the improvements or both, and to assign, extend, or renew any sublease, provided the following provisions are complied with: (a) Each sublease shall contain a provision, satisfactory to Lessor and to each mortgagee having an interest at the time the sublease is executed, requiring sublessee to attorn to Lessor or, in the event of any proceeding to foreclose any mortgage, to the mortgagee, or any person designated in a notice from mortgagee, if Lessee defaults under this Lease and if the sublessee is notified of Lessee's default and instructed to make sublessee's rental payments to Lessor or mortgagee or designated person as in this paragraph. (b) Lessee shall, promptly after execution of each sublease, notify Lessor of the name and mailing address of the sublessee and shall, on demand, permit Lessor to examine and copy the sublease. (c) Lessee shall not accept, directly or indirectly, pore than two (2) months' prepaid rent from any sublessee. (d) Lessor shall have the Option to lease the Premises under the Lease in the form attached hereto as Exhibit B. Lessor shall have thirty (30) days from receipt of notice from the Lessee in which to exercise this Option. If Lessor does not exercise this Option within such thirty (30)-day period, Lessee may thereafter sublease the Premises. 15.4 Assignment of_2ents. Consistent with Section 20.6 hereof, Lessee immediately and irrevocably assigns to Lessor, as security for Lessee's obligations under this Lease, all rent from any subletting of all or a part of the Premises as permitted by this Lease, and Lessor, as assignee and attorney -in -fact for Lessee, or a receiver for Lessee appointed on Lessor's application, may collect such rent and apply it towards Lessee's obligations under this Lease; except that, until the occurrence of an act of default by Lessee, Lessee shall have the right to collect such rent. - 16. 0 tion to Purchase Prerdses. MRa iriPerMse 18 070."42/1277001 i 16.1 t o . For One Hundred Dollars ($100.00) and other valuable consideration received by Lessor upon execution of this Lease, Lessor grants to Lessee the exclusive right to purchase the Premises upon the terms and conditions set forth below. 16.2 Exercise; Fenn. Lessee must exercise this option within the option Term provided below by delivery of written notice of the exercise of the Option addressed to Lessor at the address and in the manner provided for delivery of notices under Section 26 of this Lease. The Option must be exercised, if at all, at any time within six (6) months prior to the expiration of the Lease term ("Option Term"). 16.3 Eurchase and_Sale,* Escrow. Subject to the terms and conditions set forth in this Lease/Option: (a) Lessor and Lessee shaft consummate the purchase and sale of the Property upon exercise of the Option within sixty (60) days of delivery of the final appraisal determining the Purchase Price under Section 16.4 below, ("Close of Escrow") through an escrow opened by Lessee; (b) This Lease shall serve as instructions to Escrow Holder, and only Escrow Holder's form documents, signed by both parties hereto or their authorized representative, shall supplement this Lease. In the event of a conflict between the terns of this Lease and the terns of any.. supplemental escrow instructions, the terms of this Lease shall control. (c) ?lot later than one (1) business day prior to the closing Date, Buyer shall deposit in cash with the Escrow Holder the Purchase Price in cash or by wire transfer and Lessor shall deposit into Escrow the Grant Deed conveying title of the Premises to Lessee as provided below in Section 11.5 below. (d) All closing costs shall be borne by the parties in accordance with custom in orange County, California. • 16.4 Eurchase _Price. (a) The Purchase Price of the Premises under this Lease shall be its fair market value as of the date of the exercise of the Option. (b) The Purchase Price shall be determined by an MAX licensed appraiser acceptable to both parties. If the parties are unable to agree on an appraiser within thirty (3o) days following the date of the exercise of the Option, each party shall name,.his own appraiser. If the lower of the two resulting recommended purchase prices is less than ten percent (10%) of the higher price, the original appraisers shall appoint' a third appraiser, whose determination of the price shall be final. 13:Kasr+ced.lse OM92/1277001 �9 otherwise, the purchase price shall be the average of the two purchase prices originally determined. (c) The parties shall share equally the fees and expenses of the appraisers jointly named, but each party shall be responsible for the fees and expenses of any appraiser named solely by him or her. Each party shall bear his or her own expenses in presenting evidence to the two appraisers. (d) In determining the Purchase Price, the appraisers appointed under this Lease shall commence the -appraisal wit,..in three (3) days of appointment. Such valuation shall be detained as of the date of the exercise of the Option. (e) The appraisers shall consider all opinions and relevant evidence submitted to the= by the parties, including any prior appraisals, or otherwise obtained, by theta, and shall set forth their determination in writing together with their opinions and the considerations on which the opinions are based with a signed counterpart to be delivered to each party, within sixty (60) days of commencing appraisal. (f) If Lessor fails to appoint an appraiser under this provision within thirty (30) days of notice from tenant,. Lessee may appoint an appraiser for Lessor. 16.5 condition of-Xitle. Lessor shall represent that it owns the Premises and shall convey title to the Property to Lessee by Grant Deed, and Lessee shall accept title to the Property from Lessor, free and clear of all liens and encumbrances;- except as set forth in the preliminary title report approved by Lessee as provided in Section 3.6.6 below ("Permitted Exceptions") issued by' such title company as Lessor shall appoint. 16.6 Title_ p_olicY. Evidence of title in the condition described above shall be established by the "willingness -of the Title Company to issue, immediately following Close of Escrow, its California Land Title Association showing title to the Property vested in Lessee subject only to the Permitted Exceptions, and naming Lessee as the insured owner in the amount of the Purchase Price (the "Title Policy"). The Lessee shall have the right to obtain a revised preliminary title report; Lessee shall have fifteen (I5) days from the date of receipt of such preliminary title report to approve or object to such report. 16.7 "As IS". Except for the Condition of Title provided above-, Lessee will purchase the Premises "AS Is." Lessee shall not hold Lessor liable for any Hazardous Substances which may appear on the Premises and. Lessee assumes liability for the clean-up or decontamination and removal of such materials. 17. Insurance. 73:llaitiPs�3.lse ' OTC".92/1Z77D01 20. 17.1 Fire _and extended Cove]cgae. Throughout the term, at Lessee's sole cost and expense, Lessee shall keep or cause to be kept insured for the mutual benefit of Lessor and Lessee all improvements located on or appurtenant to the Premises against loss or damage by fire and such other risks as are now or hereafter included in an extended coverage endorsement in common use for commercial structures, including vandalism and malicious mischief. Insurance maintained pursuant to this Section 17.1 shall additionally include an increased cost of construction endorsement, contingent liability from operation of building -laws endorsement, and demolition cost endorsement. The amount of the insurance shall equal the full replacement value of the improvements (the "insurable value"). Lessor shall not carry any insurance the effect of which would be to reduce the protection or payment to Lessee under any insurance that this Lease obligates Lessee to carry. If any dispute whether the amount of insurance complies with the above cannot be resolved by agreement, Lessor may, not core often than once every two (2) years, request the carrier of the insurance then in -force, or other qualified person acceptable to both parties (acceptance not to be unreasonably withheld), to determine the full insurable value as defined in this provision, and the resulting determination shall be conclusive between the parties for the purpose of this Section. Lessee may include the holder of any Mortgage on the fee or leasehold as a loss payee to the extent of that mortgage interest. 17.2 Proceeds of Fire and Extended Coverage Insurance. (a) Lessor shall, at Lessee's cost and expense, cooperate fully with Lessee to obtain the largest possible recovery, and all policies of fire and extended coverage insurance required by Section 17.1 shall provide that the proceeds shall be paid as follows: (i) If the proceeds do not exceed the a=ount defined in this Lease as the measure of "minor" repairs, alterations, or additions, all the proceeds shall be adjusted by and paid to Lessee and shall be applied by Lessee for the repair, restoration, or reconstruction of any improvements damaged or destroyed by the casualty giving rise to the insurance claim. (ii) If the proceeds exceed that reasurre, all the proceeds shall be adjusted by Lessor and Lessee and shall be deposited with an escrow holder acceptable to both parties (acceptance not to be unreasonably withheld) to be disbursed - in the same manner as if the proceeds were a construction loan from an institutional lender to Lessee made under the provisions of this Lease. Lessee shall pay all escrow fees • : and charges. (iii) Any insurance proceeds remaining after complying with the provisions of this Lease relating to 13:MalnPerMse 07US9211277001 21 maintenance, repair and reconstruction of improvements shall be Lessee's sole property. (b) Lessor and Lessee waive the provisions of California Civil Code.Sections 1932(2) and 1933(4) relating to termination of leases when leased property is destroyed and agree that such event shall be governed by the terns of this Lease. 17.3 Builders-Rish C ve age. Before commencement of any demolition or construction, Lessee shall maintain in force until completion and acceptance of the Work, "all risks" builder's risk insurance, including vandalism and malicious mischief, earthquake, increased cost of construction and rental value endorsements, in forms and with a company reasonably acceptable to Lessor, covering improvements in place and all material and equipment at the job site furnished under contract, but excluding contractor's, subcontractor's, and construction manager's tools and equipment and property owned by contractor's or subcontractor's employees, covering the full replacement value of work on the job site. 17.4 public Liability Insurance. Throughout the term, at Lessee's sole cost and expense, Lessee shall keep or cause to be kept in force, for the mutual benefit of Lessor and Lessee, comprehensive broad form general public liability insurance against claims and liability for personal injury, .death or property damage arising from the use, occupancy, disuse, or condition of the Premises, improvements, -or-adjoining areas or ways, with a single combined liability limit of not less than one Million Dollars ($1,000,000). Not more frequently than every two (2) years, if, in the opinion of Lessor's lender or of the insurance broker retained by Lessor, the amount of public liability and property damage insurance coverage at that tire is not adequate, Lessee shall increase the insurance coverage -as required .by .either Lessor's lender or Lessor's insurance brokers. 17.5 Dys ness Interruption Insurance. Lessee at its costs shall maintain business interruption insurance insuring that monthly rent will be paid to Lessor for a period of up to one (1) year if the Premises are destroyed or rendered inaccessible by a risk insured against by a policy of standard fire and extended coverage insurance, with the endorsements described in Section 17.1. 17.6 Other -Insurance - Lessee may procure and maintain any insurance not required by this Lease, but all such insurance shall be subject to all other provisions of this Lease pertaining to insurance and shall be for the mutual benefit of Lessor and Lessee. 17.7 Policy Fors Content Tnsurer. All insurance required by express provisions of this Lease shall be carried only in responsible insurance companies licensed to do business in 33:KainPer3Aze OTWW12=1 22 California. All such policies shall name both Lessor and Lessee as insured, shall be nonassessable and shall contain language stating that (i) the insurer waives the right of subrogation against Lessor and against Lessor's agents and representatives, and to the extent obtainable, to the effect that (ii) any loss shall be payable notwithstanding any act or -negligence of Lessor that might otherwise result in a forfeiture of the insurance, (iii) the policies are primary and noncontributing with any insurance that may be carried by Lessor, and (iv) they cannot be cancelled or materially changed except after thirty (30) days' notice by the insurer to Lessor or Lessor's designated representative. 17.8 Failure to_Maintain Insurance; Proof of Conpliance. (a) Lessee shall deliver to Lessor, in the manner required for notices,• copies or certificates of all insurance policies required by this Lease, together with evidence satisfactory to Lessor of payment required for procurement and raintenance of the policy. (b) For insurance required at the commencement of this Lease, copies or certificates shall be obtained within sixty (60) days after execution of this Lease. If Lessee fails or refuses to procure or to maintain insurance as required by this Lease or fails or refuses to furnish Lessor with required proof that insurance has been procured and is in force and paid for, Lessor shall have the right, at Lessor's election and on five (5) days' notice, to procure and maintain such insurance. The premiums paid by Lessor shall be treated as added rent due from Lessor with interest at the maximum allowable legal rate in effect in California on the date when the premium is paid, to be paid on the first day of the month following the date on which the premiums were paid. Lessor shall give prompt notice of the payment of such premiums, stating the amounts paid and the names of the insurer or insurers, and interest shall run from the date of the notice. 17.9 Lessor's-19onliability. Lessor shall not be liable, and_Lessee shall defend and indemnify Lessor against all liability and claims of liability, for damage or injury to person or property on cr about the Premises from any cause. Lessee waives all claims against Lessor for damage or injury to person or property arising, or asserted to have arisen, from any cause whatsoever. 18. Condemnation. 18.1 Definitions. The following definitions apply in construing provisions of this Lease relating to a taking of or damage to all or any part of the Premises or improvements or any interest in them by eminent domain or inverse condemnation: (a) Jaking means the taking or damaging, including severance damage, by eminent domain or by inverse condemnation for a public or quasi -public use under any statute. The transfer of 13:KafnPerMse 07M92l1277n i 23 title may be either a transfer resulting from the recording of a final order in condemnation or a voluntary transfer or conveyance to the condemning agency or entity under threat of condemnation, in avoidance of an exercise of eminent domain, or while condemnation proceedings are pending. The taking shall be considered to take place as of the later of (i) the date actual physical possession is taken by the condemnor or (ii) the date on which the right to compensation and damages accrues under the law applicable to the Premises; (b) Total taki.nq weans the taking of the fee title to all the Premises and the improvements on the Premises, which shall be considered to include any offsite improvements effected by Lessee to serve the Premises or the improvements on the Premises; (c) Substantial tak'na Deans the taking of the fee interest in so much of the Premises or improvements or both that thirty percent (30%) in area of the Premises shall be taken or damaged or twenty-five percent (25%) of the floor area contained within the improvements constructed on the Premises shall be taken or damaged, and the conduct of Lessee's business on the Premises would be substantially prevented or impaired as the result of such taking; and (d) Partial taking weans any taking of the fee title that is not either a total or a substantial taking. 18.2 of ce to Other, a The party receiving any notice of the kinds specified below shall promptly give the other party notice of the receipt, contents, and date of the notice received: (a) Notice of intended taking; (b) Service of any legal process relating to condemnation of the Premises or improvements; (c) Notice in connection with any proceedings or negotiations with respect to such a condemnation; or (d) Notice of intent or willingness to rake, or negotiate a private purchase, sale or transfer in lieu of condemnation. 18.3 ,Effect on Rent and Tern: Total -Taking. (a) on a total taking, Lessee's obligation to pay rent shall terminate on, and Lessee's interest in the leasehold shall bontinue until, the date of taking. (b) If the taking is substantial under the definition appearing above, Lessee ray, by notice to Lessor given 13:xa[nPer3,(ae OnZ92/12TMI 24 within ten (10) days after Lessee receives notice of the intended taking, elect to treat the taking as a substantial taking. if Lessee does not so notify Lessor, the taking shall be deebed a partial taking. If Lessee gives such notice and Lessor gives lessee notice disputing Lessee's contention within five (5) days following receipt of Lessee's notice, the dispute shall be promptly determined by arbitration. If Lessor gives no such notice, the taking shall be considered a substantial taking. A substantial taking shall be treated as total taking if (1) Lessee delivers possession to Lessor within thirty (30) days after determination that the taking was a substantial taking, and (2) Lessee is not in default under the Lease and has complied with all Lease provisions concerning apportionment of the award. If these conditions are not met, the taking shall be treated as a partial taking. (c) Lessee may continue to occupy the Premises and improvements until the condemnor takes physical possession. However, at any time following notice of intended total taking, or Within the time limit specified for delivering possession in the provision for substantial taking, Lessee may elect to deliver possession of the Premises to Lessor before the actual taking. Lessee shall comply with the obligations and procedures for delivery of the Premises set forth in Section 13.4 hereof. The election shall be made by notice declaring the election and covenanting to pay all rents required under this Lease to the date of taking. Lessee's right to apportionment of or compensation from the award shall then accrue as of the date that Lessee goes out of possession. 19.4 Anoortionnent: Distribution of &ward. (a) on a total taking, all sums, including damages and interest, awarded for the fee or the leasehold or both shall be deposited promptly with an escrow agent acceptable to both parties (acceptance not to be unreasonably withheld) and shall be distributed and disbursed in the following order of priority: (b) First, there shall be allocated to any fee mortgagees an amount equal to all principal, interest and other -sums due under their fee mortgages (provided that if under any circumstances there is more than one fee mortgage, such proceeds shall be allocated to same in the order of their priority). (c) Second, the remainder shall be divided between Lessor and Lessee in the ratio, as nearly as practicable, which (i) the then value of Lessor's interest in the Premises, including its interest under this Lease, as determined by appraisal as provided below bears to (ii) the then value of Lessee's interest in the improvements constructed on the Premises and under this Lease for the -remainder of the Lease term, as determined by appraisal as provided below (provided that Lessee's share thereof shall be subject to the rights of all leasehold mortgagees). 13.KaWerMse a; Mainz al 25 i (d) If appraisal becomes necessary under this Section 18.4, the parties shall promptly agree upon a competent appraiser, and neither party shall unreasonably refuse to reach an agreement. if the panties are unable to agree on an appraiser, then, upon written notice to the other party, either party may apply for such appointment to the Superior Court of the State of California, or to any other court having jurisdiction and exercising functions similar to those now exercised by the Superior Court of the State of California. 18.5 Partial ffakina. (a) On a partial taking, this Lease shall remain in full force and effect, covering the remaining property, except that the net rent shall be reduced in the same ratio as the dollar amount of the award, excluding interest and severance damages, bears to the total fair market value of the Premises before the taking, as determined by the most recent appraisal made for the property. Both parties waive their rights to petition for termination of the Lease under Section 1265.130 of the California Code of Civil Procedure. (b) Promptly after a partial taking, at Lessee's expense and in the manner specified in provisions of this Lease relating to maintenance, repairs, and alterations, Lessee shall repair, alter, modify, or reconstruct the improvements (hereinafter referred to as restoring) so as to make then reasonably suitable for Lessee's continued occupancy for the uses and purposes for which the Premises are leased. (c) If the reasonably estimated costs of the work represents pore than twenty-five percent (25%) of the then fair market value of the leasehold improvements before the taking, elect to treat the taking as substantial. (d) On a partial taking, 'all sums, including damages and interest, awarded for the fee title or the leasehold or .both, shall be deposited promptly with an escrow agent acceptable to both parties (acceptance not to be unreasonably -withheld) and shall be distributed and, disbursed in the following order of priority: (i) First, to Lessee the cost of restoring the leasehold improvements, plus any amount assessed, awarded, paid or incurred to remove or relocate subtenants, plus any amount awarded for detriment to business. (ii) Second, to Lessor a sum equal to the value of the Premises taken, valued as unimproved land exclusive of improvements and unburdened by all leases and subleases. (iii) Third, to Lessor any expenses or disbursements reasonably and necessarily incurred or paid by 13:KairPerMse 07CM/=2M01 26 or on behalf of Lessor for or in connection with the condemnation proceedings. - (iv) Fourth, to Lessee any expenses or disbursements reasonably and necessarily incurred or paid by or on behalf of Lessee for or in connection with the condemnation proceedings. (v) Fifth, to leasehold mortgagee a sun equal to any decrease in its security resulting from the taking. (vi) Sixth, to Lessor any residue. 18.6 Limited Taking. (a) On the taking, other than a temporary taking, of less than a.fee title interest in the.Premises or improvements - or both, the question whether the taking is total, substantial, or partial, and the effects on ter., rent, and apportionment of award shall be determined by arbitration. (b) On any taking of the temporary use of all or any part of parts of the Premises or improvements or both for a period, or of any estate less than a fee, ending on or before the expiration date of the term, neither the tern nor the rent shall be reduced or affected in any way, and Lessee shall be entitled to any award for the use or estate taken. If a result of the taking is to necessitate expenditures for changes, repairs, alterations, modification, or reconstruction of the improvements to make them economically viable and a practical whole, Lessee shall receive, hold, and disburse the award in trust for such work. At the completion of the work and the discharge of the Premises and improvements from all liens and clains, Lessee shall be entitled to any surplus and shall be liable for any deficit. (c) If any such taking is for a period extending beyond the expiration date of the term, the taking shall be treated under the foregoing provisions for total, substantial, and partial takings. 19. Lessee's Default. 19.1 Events of Default. Each of the following events shall be a default by Lessee and a breach of the Lease: (a) Abandonment or surrender of the Premises or of the leasehold estate, or failure or refusal to pay when due any installment of rent or any other sum required by this Lease to be paid by Lessee, or to perform as required or conditioned by any other -covenant or condition of this Lease; (b) The subjection of any right or interest of Lessee to attachment, execution, 'or other levy, or to seizure under MHaMperMse 07W?Z/1277001 27 legal process, is not released within thirty (30) days; provided, that the foreclosure of any mortgage permitted by provisions of this Lease relating to purchase or construction of improvements shall not be construed as a default within the meaning of this paragraph; (c) The appointment of a receiver to take possession of the Premises or improvements or of Lessee's interest in the leasehold estate or of Lessee's operations on the Premises for any reason, including, but not limited to, assignment for benefit of creditors or voluntary or involuntary bankruptcy proceedings, but not including receivership (i) pursuant to administration of the estate of any deceased or incompetent Lessee or of any deceased or incompetent individual member of any Lessee, or (fi) pursuant to any mortgage permitted by provisions of this Lease relating to purchase or construction of improvements, or (iii) instituted by Lessor, the event of default being not the appointment of a receiver at Lessor's instance but the event justifying the receivership, if any; or (d) An assignment by Lessee for the benefit of creditors or the filing of a voluntary or involuntary petition by or against Lessee under any law for the purpose of adjudicating Lessee a bankrupt; or for extending time for payment, adjustment, or satisfaction of Lessee's liabilities; or for reorganization, dissolution, or arrangement on account of'or to prevent bankruptcy or insolvency; unless the assignment or proceeding, and all consequent orders, adjudications, custodies,.and supervisions are disrissed, vacated, or otherwise permanently stayed or terminated within thirty (30) days after the assignment, filing, or other initial event. (e) As a precondition to pursuing any remedy for an alleged default by Lessee, Lessor shall, before pursuing any remedy, give notice of default to Lessee -and to all qualifying subtenants and mortgagees whose names and addresses were previously given to Lessor in a notice or notices from Lessee or any qualifying mortgagee stating that the notice was for the purpose of notice under this provision. A qualifying subtenant is a subtenant in possession under an.existing sublease approved by Lessor. A qualifying mortgagee is a mortgagee under a mortgage then existing under the provisions of this Lease relating to purchase or construction of improvements. Each notice of default shall specify in detail the alleged event of default and the intended remedy. 19.2 Ifortgaaee. Each mortgagee under a mortgage then existing, under provisions of this Lease permitting mortgages relating to purchase or construction of improvements, shall have forty-five (45) days after service of notice of default within whichi,"'at mortgagee's election, either: Mma in0erMse $ C=92/12mo1 (a) To cure the default if it can be cured by the payment or expenditure of money; or (b) If mortgagee does not elect to cure by the payment or expenditure of money, or if the default cannot be so cured, to cause the prompt initiation of foreclosure, to prosecute it diligently to conclusion, and to perform and comply With all other covenants and conditions of this Lease requiring the payment or expenditure of money by Lessee until the leasehold estate shall be released or reconveyed from the effect of the mortgage or until it shall be transferred or assigned pursuant to or in lieu of foreclosure. 19.3 Non -Payment of Rent. If the alleged default is nonpayment of rent, taxes, or other suns to be paid by Lessee as provided in the Section on rent, or .elsewhere in this Lease directed to be paid as rent, Lessee shall have ten (10) days after notice is given to cure the default. For the cure of any other default, Lessee shall promptly and diligently after the notice co=ence curing the default and shall have thirty (30) days after notice is given, to complete the cure plus any additional period that is reasonably required for the curing of the default. 19.4 Right of -Subtenant -to Cure. Any subtenant of the entire Premises shall have the right, at its election, to cure a curable default under this Lease, or under any mortgage then existing under provisions of this Lease relating to purchase or construction of improvements, or under both. If any such subtenant cures all defaults then existing, or if any such subtenant cures all defaults that are then curable and other defaults are noncurable, or if all then existing defaults are noncurable, that subtenant's possession and use shall not be disturbed by Lessor or by mortgagee as long as (1) the subtenant performs his sublease's provisions, (2) the subtenant attorns to Lessor and mortgagee according to their respective interests,. and (3) subsequent defaults are cured as in the above provisions or are noncurable. 19.5 Reredies. After expiration of the applicable time for curing a particular default, or before the expiration of that time in the event of emergency, Lessor may at Lessor's election, but is not obligated to, make any payment required of Lessee under this Lease or under any note or other document pertaining to the financing of improvements or fixtures on the Premises, or perform or comply with any covenant or condition imposed on Lessee under this Lease or any such note or document, and the amount so paid plus the reasonable cost of any such performance of compliance, plus interest at the highest rate allowed by law from the date of payment, performance, or compliance (herein called act), shall be deemed to be additional rent payable by Lessee with the next succeeding installment of rent. No such act shall constitute a waiver' � of default or of any remedy for default or render Lessor liable for any loss or damage resulting from any such act. 13:Ka1nPer3.1se OMM 77001 29 20. Lessor's Remedies. If any default by Lessee shall continue uncured, following notice of default as required by this Lease, for the period applicable to the default under the applicable provision of this Lease, Lessor has the following remedies in addition to all other rights and remedies provided by law or equity, to which Lessor nay resort cumulatively or in the alternative: (a) Lessor may at Lessor's election terminate this Lease by giving Lessee notice of termination. On the giving of the notice, all Lessee's rights in the Premises and all improvements shall terminate to the extent and as provided in Section 13.4 hereof. Promptly after notice of termination, to the extent and as provided in Section 13.4 hereof, .Lessee shall surrender and vacate the Premises and all improvements free of all personal belongings, all debris and Hazardous Substances, and Lessor nay reenter and take possession of the Premises and all remaining improvements and eject all parties in possession or eject some and not others or eject none; provided that no subtenant qualifying under nondisturbance provisions of this Lease shall be ejected. Termination under this Section 20(a) shall not relieve Lessee from the payment of any sum then due to Lessor or from any claim for damages previously accrued or then accruing against Lessee; (b) Lessor ray, at Lessor's election, reenter the Premises, and, without terminating this Lease, at any time and from time to time relet the Premises and improvements or any part or parts thereof for the account and in the' name of Lessee or otherwise. Lessor may, at Lessor's election, eject all persons or eject some and not others or eject none; provided that no subtenant qualifying under nondisturbance provisions of this Lease shall be ejected. Lessor shall apply all rents from reletting as in the provision on assignment of subrents, Section 20(f) hereof. Any reletting may be for.the remainder of the term or for a longer or shorter period. Lessor may execute any leases made under this provision either in Lessor's name or in Lessee's name and shall be entitled to all rents from the use, operation, or occupancy of the Premises or improvements or both. Lessee shall nevertheless pay to Lessor on the due dates specified in this Lease the equivalent of all sums required of Lessee under this Lease, plus Lessor's expenses, less the proceeds of any reletting or attornment. -No act by or on behalf of Lessor under this provision shall constitute a termination of this Lease unless Lessor gives Lessee notice of termination; (c) Lessor may, at Lessor's election, use Lessee's personal property and trade fixtures or any of such property and fixtures without compensation and without liability for use or damage, or store them for the account and at the cost of Lessee. The election of one remedy for any one item shall not foreclose an election of any other remedy for another item or for the same item at the later time; 13:fts(Wer3.ise 070,9ulzmal 30 (d) Lessor shall be entitled at Lessor's election to each installment of rent or to any combination of installments for any period before termination, including rent accrued prior to the payment date, as such tern is defined in Section 3 hereof, and interest accrued thereon (all of which accrued rent and interest shall be immediately due and payable upon the occurrence of any default hereunder), plus interest at the lesser of twelve percent (12t) per annum or the highest rate allowed by law from the due date of each rental installment; provided, in the case of accrued rent and interest due upon default, interest shall run from the date of default on both accrued rent and accrued interest. Subject to Section 20 (f) hereof, proceeds of reletting or attorned subrents shall be applied, When received, as follows: (1) to Lessor to the extent that the proceeds for the period covered do not exceed the amount due from and charged to Lessee for the sane period, and (2) the balance to Lessee; (e) Lessor shall be entitled, at Lessor's election, to damages in the following suns: (1) all amounts that would have fallen due as rent between the time of termination of this Lease and the time of the claim, judgment, or other award, less the avails of all relettings and attornments, plus interest on the balance at the highest rate allowed by law; and (2) the "worth" at the time of the claim, judgment, or other award,, of the amount by which the unpaid rent for the balance of the term exceeds the then fair rental value of the Premises at the lower of the fair rental value as then encumbered by the Lease and improvements and the. fair rental value unencumbered by the Lease and improvements. "Worth," as used in this provision, is computed by discounting the total at the discount rate of the Federal Reserve Bank of San Francisco at the time of the claim, judgment, or award, plus one percent (1t); and (f) Lessee assigns to Lessor all subrents and other sows falling due from subtenants, licensees, and concessionaires (herein called subtenants) during any period in which Lessor has the right under this Lease, whether exercised or not, to reenter the Premises for Lessee's default, and Lessee'shall not have any right to such sums during that period. This assignment is subject and subordinate to any and all assignments of the same subrents and other sums made, before the default i,n . question, to a mortgagee under any mortgage permitted by provisions of this Lease relating to purchase or construction of improvements. Lessor may at Lessor's election reenter the Premises and improvements with or Without process of law, without terminating this Lease, and either or both collect these'sums or bring action for the recovery of the sums -directly from such obligors. Lessor shall receive and collect all subrents and proceeds from reletting. Lessee shall nevertheless pay to Lessor on the due dates specified in this Lease the -equivalent of all sums required of Lessee under this Lease, plus Lessor's expenses, less the proceeds of the suns assigned and actually collected under this provision. Lessor nay proceed to collect either the assigned sums or Lessee's balances or both, or 13,Ma InPer3. lse 07 ZfIZMOI 31 any installment or installments of then, either before or after expiration of the tern. 21. Notice of_ Lessor's Default. Lessor shall not be considered to be in default under this Lease unless (1) Lessee has given notice specifying the default and (2) Lessor has failed for thirty (30) days to cure the default if it is curable, or to institute and diligently pursue reasonable corrective or ameliorative acts for noncurable defaults.- Lessee shall have the right of .termination for Lessor's default only after notice to and consent by all mortgagees under mortgages then existing under provisions of this Lease relating to purchase or construction or improvements. 22. Unavoidable Default or,- Delev. Any prevention, delay, nonperformance, or stoppage due to any of the -following causes shall excise nonperformance for a period equal to any such prevention, delay, nonperformance, ort. stoppage, except the obligations imposed by this Lease for the payment of rent, taxes, insurance, or obligations to pay money that are treated as rent. The causes referred to above are strikes, lockouts, labor disputes, failure of power, irresistible superhuman cause, acts of public enemies of this state or of the United States, riots, insurrections, civil commotion, inability to obtain labor or materials or reasonable substitutes for either, governmental restrictions or regulations or controls (except those reasonably foreseeable in connection with• the -uses contemplated by this Lease), or other causes beyond the reasonable control of the party obligated to perform. 23. Waivers voluntary Acts. No waiver of any default shall constitute a Waiver of any other breach or default, whether of the sane or any other covenant or condition. No waiver, benefit, privilege, or service, voluntarily given or performed by either party shall give tlie` other any 'contractual right by custom, estoppel, or otherwise. The subsequent acceptance of rent pursuant to this Lease shall not constitute a waiver of any preceding default by Lessee other than default in the payment of the particular rental payment so accepted, regardless of Lessor's knowledge of the preceding breach at the time of accepting the rent, nor shall acceptance of rent or any other payment after termination constitute a reinstatement, extension, or renewal of the Lease or revocation of any notice or other act by Lessor. 24. attorneys', Fees. If either party brings any action or proceeding to enforce, protect, or establish any right or remedy, the prevailing party shall •be " entitled..to recover reasonable attorneys' fees. Arbitration is an action or proceeding for the .purpose of this provision. '25. Arbitration Appraisal. 13:MaInPerM se 3 0=9Z/1277001 (a) Arbitration may be required only for matters for which arbitration is mentioned in this Lease. For other matters, the party served with notice of arbitration may reject the notice by failing to respond to it, by giving notice of rejection, or by taking action inconsistent with arbitration. (b) Arbitration is initiated and required by giving notice specifying the matter to be arbitrated. If action is already pending on any matter concerning which the notice is given, the notice is ineffective unless given before the expiration fourteen (14) days after service of process on the person giving the notice. (c) Except as provided to the contrary in these provisions on arbitration, the arbitration shall be in conformity with and subject to applicable rules and procedures of the American Arbitration Association for Real Estate Transaction. If the American Arbitration Association is not then in existence or for any reason fails or refuses to act, the arbitration shall be in conformity with and subject to provisions of the California Code of Civil Procedure relating to arbitration as they stand amended at the time of the notice. (d) The arbitrators shall be bound by this Lease. Pleadings in any action pending on the same matter shall, if the arbitration is required or consented to, be deemed amended to limit the issues to those contemplated by the rules prescribed above. Each party shall pay half the cost of arbitration including arbitrators' fees. Attorneys' fees shall be awarded as separately provided in this Lease. 26. Eat ce. Any notice, demand, request, consent, approval, or coamunication that either party desires or is required to give to the other party or any other person shall be in writing and either served personally, by telefacsimile, or sent by prepaid, first-class mail. Any notice, demand, request, consent, approval, or communication that either party desires or is required to give to the -other party shall be addressed to the other party at the address set forth below. Either party may change its address by notifying the other party of the change of address. Notice shall be deemed co=unicated within forty-eight (48) hours from the time of mailing if 'mailed as provided in this Section. Lessor: PARCEL OWNER: Fax No: Lessee: MAIN -PIER PHASE II PARTNERSHIP 13oistnPerMse . C7CM/12T7Co1 33 13:xstnPer3.tse 34 07=92l=27MI David Lurker Voss, Cook & Thel with a copy to: A Partnership including Lacy Corporations 840 Newport Center Drive, Suite 700 P.O. Box 2290 Newport Beach, CA 92658-8958 27. perforMance of. Lessee's Cov_enants_bv others. Lessee may at Lessee's election delegate performance of any or all covenants to any one or more subtenants, or subtenants of subtenants, and the performance so delegated shall be deemed Lessee's performance. This provision shall not be considered to permit or broaden the right of assignment or subletting beyond the provisions of this Lease relating to assignment and subletting. 28. Eqnreraer of Fee and Leasehold Estates. If both Lessor's and Lessee's estates in the Premises or the improvements or both become vested in the same owner, this Lease shall nevertheless not be destroyed by application of the doctrine,.of merger except at the express election of the owner and the consent of the mortgagee or mortgagees under all mortgages existing under provisions of this Lease relating to the purchase or construction of improvements. 29. Estonpel_Certificates. At any time and from tine to time, within ten (20) days after notice of request by either party, the other party shall execute, acknowledge, and deliver to the requesting party, or to such other recipient as the notice shall direct, a statement certifying that this Lease is unmodified and in full force and effect, or, if there have been nodificatia:is, that it is in full force and effect as nodified in the manner specified in the statement. .The statement shall also state the dates to which the rent and any other charges have been paid in advance. The statement shall be such that it can be relied on by any auditor, creditor, commercial banker, and investment banker of either party and by any prospective purchaser or encumbrancer of the Premises or improvements or both or of all or any part or parts of Lessee's or Lessor's interests under this Lease. Lessee's failure to execute, acknowledge, and deliver, on request, the certified statement described above within the specified time shall constitute acknowledgment by Lessee to all persons entitled to rely -on the statement that this Lease is unmodified and in full force and effect and that the rent, and other charges, have been duly and fully paid to and including the respective due dates immediately preceding the date of the notice of request and shall constitute a waiver, with respect to all persons entitled to rely on the statement, of any defaults that may exist before the date of the notice. 3 a. . %Toint a d Several Oblicrations. If either Lessor or Lessee consists of more than one person, the obligation of all such persons -is joint and several. 31.. Captions. The captions of the various sections and paragraphs of this Lease are for convenience and ease of reference 13:KsfnPer3.tte 3 5 OTC°9U1277001 i only and do not define, limit, augment, or describe the scope, content or intent of this Lease or of any part or parts of this Lease. 32. Ge de umbe . The neuter gender includes the feminine and masculine, the masculine includes the feminine and neuter, and the feminine includes the neuter, and each includes corporation, partnership, or other legal entity when the context so requires. The singular number includes the plural whenever the context so requires. 33. Entire Agreement; Severability. This Lease contains the entire agreement between the parties. No promise, representation, warranty, or covenant not included in this Lease has been or is relied on by either party. Each party has relied on his own examination of this Lease, the counsel of his own advisors, and the warranties, representations, and covenants in the Lease itself. The failure or refusal of either party tb inspect the Premises or improvements, to read the Lease or other documents, or to obtain legal or other advice relevant to this transaction constitutes a waiver of any objection, contention, or claim that might have been based on such reading, inspection, or advice. The invalidity or illegality of any provision shall not affect the remainder of the Lease. 34. uccesso s. Subject to the provisions of this Lease on assignment and subletting, each and all of the covenants and conditions of this Lease shall be binding on and shall inure to the benefit of the heirs, successors, executors, administrators, assigns, and personal representatives of the respective parties. 35. Lessee as Duty to -Surrender. (a) At the expiration or earlier termination of this Lease, Lessee shall surrender to Lessor the possession of the Premises. Surrender or removal of improvements, fixtures, trade fixtures, and improvements shall be as directed in Section 13.4 of this Lease on ownership of improvements at termination. Lessee shall leave the surrendered Premises and any other property free Hof personal property, all debris and Hazardous Substances, in good and broom -clean condition except as provided to the contrary in provisions of this Lease on maintenance and repair of improvements. All property that Lessee is required to surrender'shall become Lessor's property at termination of the Lease. All property that Lessee is not required to surrender but that Lessee does abandon shall, at Lessor's election, become Lessor's property at termination. (b) If Lessee fails to surrender the Premises at the expiration or sooner termination of this Lease, Lessee shall defend and inde=ify Lessor from all liability and expense resulting from the delay or failure to surrender, including, 13:NaFnPer3.1se 3 6 070392/127MOt without limitation, claims made by any succeeding tenant based on or resulting from Lessee's failure to surrender. (c) This Lease shall terminate without fu_--ther notice at expiration of the term. Any holding over by Lessee after expiration shall not constitute a renewal or extension or give Lessee any rights in or to the Premises except as otherwise expressly provided in this Lease. 36. execution it Counterparts. This Lease, or the memorandum of this Lease, or both, may be executed in two (2) or more counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument. IN WITNESS V%11EREOF, Lessor and Lessee have executed this Lease as of the day and year first above written. 4 Lr..,SSOE IZSSEE MAIN -PIER PHASE II PARTNERSHIP, a California General Partnership By: COULTRUP COMPANIES, a California Corporation Title: Managing Partner By: PARCEL OWNER JON T. COULTRUP, President 13:KidnPer3.1se VW92l127=1 37 13-mirptesAle 07W92J12mol gXHIBIT A PREMISS 38 13:MafvPer3.tse 21 e LEASE FORM 39 91 r r� -to Kam ?1e r1' +Ase 1�. RECORDING REQUESTED BY AND �N�� e rs �' � Xw eni co%t WHEN RECORDED PM= TO: David Lurker Voss, Cook & Thel A Partnership including Law Corporations 840 Newport Center Drive,.Suite 700 P.O. Box 2290 Newport Beach, CA 92GSS-8958 ______:—Space Above This Line For Recorder's Use-- MMORMMUM OF MAIN --PIER PHASE II PARTNERSHIP SUBORDINATING GROUND LEASE This Memorandum of Main --Pier Phase II Partnership Subordinating Ground Lease ("Lease") is made on , ("Execution Date") 1992, between ("Lessor") and the Main -Pier Phase II Partnership, a California general partnership ("Lessee") with reference to the Main -Pier Phase II Partnership Subordinating Ground Lease between Lessor and Lessee of even date herewith ("Lease")wherein Lessor leases to Lessee and Lessee hires from Lessor the Premises on the terms as summarized below: 1. . premises. The ("Premises") consists situated in the City of legal description of the included in Exhibit A, Memorandum. 2. Terri. property Which is the subject of the Lease of approximately acres - of land Huntington Beach, County of Orange. The Premises, including any appurtenances, is attached to and incorporated under this 2.1 3:ni.tial Term. The tern of the Lease is thirty (30) full calendar years, beginning from the date the Declaration of Default in the form attached hereto as Exhibit B is recorded with the Recorder's Office of the County of Orange, California (the "Cornencement Date"),. and ending at midnight on , unless sooner terminated as provided in the Lease. The initial term shall commence, if at all, within twenty years of the Execution Date. 2.2 Qption to = end. The Lessee ray, at Lessee's option, _ extend the original term of the Lease for two . (2) additional periods of te.n (10) years each, subject to all the provisions for adjustments to and variations in rent and other conditions provided in the Lease. Lessee may,, at Lessee's election, assign these options at any time and from time to time to any one or pore leasehold mortgagees permitted by this Lease. 15:LeasWem.agr . 1 �a MI/07o79z IT 3. honthly Pent. For fifteen (15) days from the occupancy of the Premises by a subtenant, Lessor and Lessee shall attempt to agree between themselves on a flat rate monthly rent. Until such occupancy, the rent shall be one Dollar ($1) per month. If the parties cannot agree within such fifteen (15)-day period, the rent shall be the appraised market value of the Premises determined as provided in the Lease. 4. Adjustments -to Monthly Rent. 4.1 CPI Adjustment. Commencing on the first anniversary of the Lease and every year thereafter (the "Adjustment Date") , the base rent shall be adjusted upward, based on the Conservation Price Index. 4.2 fait Market value Adjustment. On the fifth anni- versary of the Lease and at the end of each 'five (5) year period •• thereafter under the Lease, the monthly refit for the Premises shall -be adjusted upwardly, if at all, to the then fair market rental value of the Premises deterzined as provided in the Lease. 5. Taxes, Assessments,'Utilities-and Services. The Lease is deemed and construed to be a "Triple Net Lease." Lessor shall receive the rent due hereunder free from. any charges, assessments, impositions, expenses or deductions of any nature Whatsoever. 6. Uses. Lessee shall use and permit the use of the Premises primarily for the construction, aaintenance and operation of a commercial building as provided in the Disposition and Development Agreement regarding the Premises, dated ("DDA") , provided that Lessee may at any, time use the improvements or permit them to be used, for any lawful purpose or alter, modify, remove, or demolish the improvements, as provided in Sections 8 and 13 of the Lease. 7. Construction. Lessee may construct or otherwise make new improvements on any part or all of the Premises and modify or change the contour or grade, or both, of the land, provided Lessee is not then in default under any condition or provision of the Lease, and provided Lessee complies with all other limitations and piavisions of the Lease. a. Ownership of Jrproverants. All " improvements constructed on the Premises by Lessee as permitted by the Lease shall be owned by Lessee until expiration of the term or sooner termination'of the Lease. Thereafter, subject to Lessee's Option to Purchase under the Lease, said improvements shall be owned by Lessor -unless Lessor elects, in writing, to have such improvements removed from the Premises. 9'.-' Einancincr With Fee SubordJnation . Lessor shall, promptly after notice of request from Lessee, execute and deliver a nortgage, deed of trust, or other security instrument ("mortgage") 15:Leasexem.agr 2 127=11C70792 , - 1 sufficient to subordinate, to the lien of a first encumbrance representee by the mortgage, Lessor's fee title (which shall be considered to include fee title in the Premises or any part or _ parts of the Premises, including all rights and appurtenances) , and the leasehold hereby created, together with all rents and other benefits due to Lessor under this Lease, and shall execute and deliver such construction loan agreements and other instruments as the lender or title company shall require to enable Lessee to obtain construction and take-out financing as authorized in Sections 14.1 through 14.4 of the Lease. 10. Assiannent; Subletting. Lessee shall not voluntarily or " by operation of law assign or encumber its interest in the Lease or in the Premises, without first obtaining Lessor's consent, provided, however, that Lessee may assign the Lease or encumber the interest in the Lease if required by any person or entity providing financing for further tenant improvements. Lessee shall have the right to sublet all or any part br parts of the Premises or the improvements or both, and to assign, extend, or renew any sublease under the conditions provided in the Lease. 11. Oration to Purchase Premises. For One Hundred Dollars ($100.00) and other valuable consideration received by Lessor upon the Commencement Date of this Lease, Lessor grants to Lessee the exclusive right to purchase the Premises upon the terms and conditions set forth in the Lease. 12. Applicable w. The validity, performance and enforcement of the Lease shall be construed under the laws of the State of California applicable to agreements fully executed and to be performed in such state. 13. Votices. All notices, requests, demands and other communications under this Hemorandun and the Tease shall be in writing and shall be deemed to have been duly given on the date of service if served personally, by reliable overnight courier, or by telecopy transmission for receipt during the'receiving parties' normal business hours to the party to lahom notice is to be given, or on the second day after mailing if mailed to the party to whoa notice is to be given, by first class certified mail, return receipt requested,• postage prepaid, and properly addressed as follows: Lessor: With a copy to: Telecopier No: ( ) - ISMesseMeM.&gr 1277001/07 M 3 Lessee: Main Pier Phase II Partnership P.O. Box 1.270 sunset Beach, CA 90742 Tel.ecopier No: ( ) - Attention: Jon T. Coultrup, Managing Partner With a copy to: DaviTLurker Voss, Cook & Thel A partnership including Lau Corporations 840 Newport Center Drive, Suite 700 P.O. Box 2290 Newport Beach, CA 92CSS-8958 Any party may change its address for purposes of this Section 13 by giving the other parties written notice of the new address in the manner set forth above. 24. endnent. If the Lease is amended or supplemented in a writing signed by -the Lessor and Lessee, or is otherwise amended, assigned, or terminated in any zanner permitted under the Lease, then without further act or instrument. this Memorandum shall be deemed to be likewise and to the sane effect, amended, assigned, supplemented or terminated. 25. Controllincr Instrument. This Memorandum is executed as a simplified short fora of the Lease for the convenience of the parties and for recording this simplified.. version in the Records of the County of orange, California. This Memorandum shall not in any way modify, amend, supplement; or abridge the Lease as currently in force or as it may hereafter be -in force. ,•In the event of any conflict between the provisions of this Memorandum and - the Lease, the provisions of the shall prevail. i IN WITNESS WH=OF, the parties to this option Agreement have duly executed it as of the day and year first written above. LESSOR: By: Name: Title: LESSEE: Main --Pier Phase II Partnership By: Jon Coultrup, Managing Partner 15 A.tzsdtas.sgr 4 STATE OF CAZZFORNIA ) I ) ss, COMITY OF orange j ) on this . day of , in the year , before me, the undersigned, a Notary Public in and for said State, personally appeared , Cyersonally known to re/proved to tie on ,the basis of satisfacto_-v evidence) to be the person Whose name - is subscribed to this instru--ent, and acknowledged that [ e shM executed it. WITNESS ny hand and official seal. a STATE OF CALIFORNIA ) ) ss. coUNTY OF orange �) on this day of , in the yeas , before ne, the undersigned, a Notary Public in and for said State, personally appeared , [personally known to me/proved to_re_on the -basis of satisfactory evidencel to be the person who executed the within instrument on behalf of the partnership and acknowledged to =a._that- the partnership executed it. WITNESS ry hand and official seal. tS:LeasdKan•atr 12MI/C70792 5 11 "W-1 WIT Agreement 'MMU-5l W AK- 'rUT [Exhibt E to the Alain Pier Phase II General Partnership Agreement] April 23, 1993 Page 1 of 7 pages Agreement between Coultrup Companies, a California corporation and/or successor and/or assignee ("Coultrup") and, Frank, Dolores, Salvator and Barbara Cracchiolo ("Cracchiolo"). Definitions: The following are companies. person, and/or terms used with this Agreement which are further defined herein below to remove ambiguity of intent or understanding. Coultrup, See above Cracchiolo, See above Bagstad The owner of property located adjacent to and southeasterly of the Exchange Property on Block 104, Birtcher Real Estate Ltd; A real estate development firm which will form a legal entity consisting of Birtcher and Coultrup to effect the development of the condominiums on Block 105. DDA, Disposition and Development Agreement: An Agreement pertaining to the disposition and development of Agency owned property in Block 104 and Block 105 in order to provide for and promote the Main Pier i1 Project. Condominium(s) The Block 105 condominium project Memorandum of Agreement: An agreement among the Property Owners, including Cracchiolo, and Coultrup agreeing to the terms to be included in the Partnership Agreement. Partnership Agreement A General Partnership agreement among the Block 104 Property Owners including Cracchiolo, and Coultrup, to be formed in conformance with the DDA Redevelopment Agency or Agency: Redevelopment Agency of the City of Huntington Beach Main Pier II Project An Agency project in which Blocks 104 and 105 are the parts of a master plan of development. PCH Pacific Coast Highway C-Aklo a C t `� Agreement: Coultrup/Cracchiolo Page 2 of April23, 1993 The Agreement points are as follows: 1) Cracchiolo agrees to exchange the property located in Block 105 that is currently owned by him, and which is fully described in Exhibit "A" attached hereto and incorporated herein (hereinafter "Cracchiolo Property"), for property located on Block 104 which is owned by the Redevelopment Agency and is described more fully in Exhibit "B" attached hereto and incorporated herein (hereinafter referred to as the "Exchange Property"), plus payment to Cracchiolo for the diiTerence in size between the Cracchiolo Property and the Exchange Property at a price to be negotiated between Cracchiolo and the Agency. Parking for the proposed new building on the Exchange Property and developed and constructed per the terms of the Partnership Agreement and the DDA will be provided to Cracchiolo by the Agency. Coultrup was in a meeting when the Redevelopment Agency, in a verbal statement to Cracchiolo, agreed to pay Cracchiolo for the 10' between the 13agstad and the Abdelmuti properties to make up for CraccHolo's lost of this PY due to Bagstad's refusal to move over 19. Any talks and/or negotiations that Agency and Cracchiolo may have regarding this IV will in no way affect this Agreement and are not a part of this Agreement. 2) Cracchiolo agrees to hire Coultrup Companies as the Developer for his project in accordance with the terms or the Property Owner's Partnership Agreement and the DDA 3) Coultrup to use his best of orts to obtain approval for 2,000 enclosed rentable square feet on the 3rd floor of the proposed new commercial building. In the event Coultrup obtains sproval for 2,000 or more enclosed rentable square feet on the third floor, then Cracchiolo shall waive his right to purchase two condominium units per item #4 below. In the event that Coultrup can only obtain approvals for between 1,000 enclosed rentable square feet and 1,999 enclosed rentable square feet, then Cracchiolo shall be entitled to one condominium unit per item #4 below. In the event that Coultrup obtains approval for less than 1,000 enclosed rentable square feet, then he shall be entitled to two condominiums per item #4 below. The square footage described in this paragraph #3 shall be designed with a 3rd floor interior building width facing PCH of no less than 18 feet. 4) Should Coultrup be allowed to proceed with the Block 105 condominium project, then within ten days after issuance of a Certificate of Occupancy for the condominium project, Coultrup shall notify Cracchiolo via certified mail return request that Cracchialo has thirty days to exercise their right, per the conditions of Item #3 (three) above, to have the first choice to purchase any one or two ocean front condominium units, irrespective of size, with 180 degree ocean views (this excludes corner units with greater than 180 degree views) on the second level of condominiums above the parking garage at Coultrup's cost, which cost shall be determined by standard accounting principles and that Cracchiolo's accountant shall, at Cracchiolo's expense, have the ability to verify that the costs are in accord with those items outlined in the Exhibit "C" , which is the same example and exhibit used and approved by the Agency and Birtcher Real Estate Ltd. to determine the basis of profit sharing between the Birtcher-Coultrup entity and the Agency, attached hereto and incorporated herein. The escrow period shall not exceed sixty (60) days thereafter and shall be subject to the lender's ability to perform within this time frame. Escrow fees, title insurance fees and other related fees shall be adjusted in the usual manner for Buyer and Seller. Coultrup shall cooperate with Cracchiolo's desire to create a 1031 tax-free exchange. AS IT, C Z/, Agreement: Coultrup/Cracchiolo Page 3 of 7 April23, 1993 Coultrup shall select the escrow company and the title insurance company. Construction specifications and the quality of construction for Cracchiolo's units will be the same as the other condominium units. Cracchiolo may upgrade his condominium units during construction at his own expense subject to the approval of Coultrup, which shall not be unreasonably withheld. Any profit participation agreements between Coultrup%irtcher and the Agency will have not affect on any agreements between Coultrup and Cracchiolo. 5) Should Coultrup proceed with the condominium project, Coultrup will be responsible for the removal of any toxic substances on the Cracchiolo Property. It is understood by Coultrup and Cracchiolo, but not guaranteed by Coultrup, that the Agency will be responsible for any toxic clean-up, if needed, on the Exchange Property. 6) Should Coultrup proceed with the condominium project, Coultrup will be responsible for demolition of existing structures on the Cracchiolo Property. 7) Cracchiolo shall be entitled to the similar benefits as the other property owners on Block 104. This includes, but is not limited to, downtime, relocation and financial expenses and shall be as provided for in the Partnership Agreement and the DDA. 9) In addition to the $66,308 to be paid by the Agency for relocation and down time, as detailed in the DDA, Coultrup will pay for any other costs associated with Cracchiolo moving from the Cracchiolo Property to the Exchange Property, provided such additional costs do not exceed five thousand ($5,000) dollars. These funds Kill be paid upon the funding of the Block 105 condominium construction loan. Relocation casts for Papa Joe's and any residential tenant(s) are addressed in the Memorandum of Agreement and the DDA. 9) Cracchiolo to retain mineral rights on his Block 105 property without right of surface entry. 10) Should the condominium project not proceed for any reason whatsoever, then this agreement shall terminate and any party to this Agreement shall have no further obligation whatsoever to any other party to this Agreement. 11) It is the understanding and intent of the parties hereto that this agreement shall be incorporated into other agreements between these parties and others, such as the Redevelopment Agency and the other property owners within the Main Pier II Project area. In the event that any inconsistency is created with regard to the specific terms of this Agreement, as between Cracchiolo and Coultrup, then as between Cracchiolo and Coultrup only, the terms of this Agreement shall prevail. There are no other agreements, either oral or written between Cracchiolo and Coultrup, and any and all understandings and agreements between Cracchiolo and Coultrup are superseded by the terms of this Agreement. This Agreement may be modified only in a written document signed by all parties hereto. No other document signed by the parties hereto, along with third parties, shall modify or affect this Agreement unless said document clearly refers to this Agreement and clearly indicates the intent of the parties to modify the terms of this Agreement. This agreement is to be an attachment to the Block 104 partnership agreement which is to be an attachment to the DDA. CXH1Dtj G ytr- Agreement: Coultrup/Cracchiolo April 23,1993 Page •1 of 7 12) This Agreement shall terminate with the termination of the DDA if Coult,up and Cracchiolo are unable to get aproval by the Huntington Beach City CouncivRedevelopment Agency for the Main Pier Phase Two Project_ 13) Time is of the essence with regard to the performance of all covenants and conditions of this Agreement. 14) In the event of any dispute or litigation relating to the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys fees under Civil Code Section 1717. The jurisdiction for any dispute between the parties hereto shall be either in Orange Coum.y Superior Court or the West Judicial District of the Orange County Municipal Court, as appropriate. 15) This agreement supersedes and makes null and void the agreements dated March 12th, I993 and signed on March 15th,1993 and dated March 29.1993 and signed on March 30, 1993 by Coultrup and Cracchiolo. 16) The design of the Cracchiolo building with respect to the set backs on PCH, 5th street and rear of building for all three floors will be determined by Cracciholo, the planning. commission and the city council if required. Any notice sent under this Agreement, particularly the notice provide for in Paragraph 4 above, will be sent to the following addresses: Coultrup Companies P.O. Box 1270 Sunset Beach, CA 90742 Coultrun Companies. Inc. Cracchiolo 19712 Quiet Bay Lane Huntington Beach, CA 92648 Cracchiolo Frank acchiolo Sal or Cracchiol ALI is arbara Cracchi o Dolores Cracchiolo Date: JX — Z el1'VIsIC L V,a Agreement: Coultrup/Cracchiolo April23, 1993 EXHIBIT A The Cracchiolo Property Legal Description: Page 5 of 7 Lots 4 and 5 in Block 105 of Huntington Beach, in the City of Huntington Beach, County of Orange, State of California, as shown on a map Recorded in Book 3, page 36 of 11r1,tscellaneous Maps, records of Orange County, California. Wt6 r e /-to Agreement: Coultrup/Cracchiolo Page 6 of 7 April23, 1993 EXHIBIT 13 The Exchange Property Legal Description: Lots 9 and 10 in Block 104 of Huntington Beach, in the City of Huntington Beach, County of Orange,State of California, as shown on a map recorded in Book 3, Page 36 of Miscetlaneous Maps, records of orange County, California. Excepting therefrom the Southeasterly 2 and 518ths inches of said Lot 9 and the Northwesterly 10 feet front said lot 10. Also excepting therefrom all petroleum, gas, asphalt and other hydrocarbons and other minerals below a depth of 500 feet, without the right of surface entry thereof, as reserved in the deed from R.W. Hildebrandt and wife, recorded November 9, 1966 in Book 8099, Page 202 of Official Records. Also excepting therefrom all oil, gas and other hydrocarbon substances and minerals lying below a depth of 500 feet from the surface of said land, but without the right of surface entry at any time upon said land or within the top 500 feet thereof, for the purpose of exploiting for, developing, producing, removing and marketing said substances, as excepted in a deed from Leonard 0. Lindborg and wife recorded July 28, 1971 in Book 9736, page 86I of Official Records. lv Agreement: Coultrup/Cracchiolo April 23, 1993 EXHIBIT e: Page 7 of 7 Attached are examples of the Proforma sheets used by the Agency and by Birtcher to determine the costs of the project. The items included in them shall be the items generally used to determine project costs to Coultrup. 67MA15 r 7� C--7�(;q G -Tt Tikv "eta ex -a fP4-rtuif-5mo /Ae)tte-L; AGREEMENT Page 1 of 3 March 29, 1993 Agreement between Coultrup Companies, a California corporation and/or successor and/or assignee("Coultrup") and, Gary Mulligan, Loren Johnson, and Mulligan & Johnson, Inc. Definitions: The following are companies, person, and/or terms used with this Agreement which are further defined herein below to remove ambiguity of intent or understanding. Coultrup, See Above Mulligan, See Above Birtcher Real. Estate Ltd: A real estate development firm which will form a legal entity consisting of Birtcher and Coultrup to effect the development of the condominiums on Block 105. DDA, Disposition and Development Agreement: An Agreement pertaining to the disposition and development of Agency owned property in Block 104 and Block 105 in order to provide for and promote the Main Pier II Project. Memorandum of Agreement: An agreement among the Property Owners, including Mulligan, and Coultrup agreeing to the terms to be included in the Partnership Agreement. Partnership Agreement A General Partnership agreement among the Block 104 Property Owners including Mulligan, and Coultrup, to be formed in conformance with the DDA. Redevelopment Agency or Agency: Redevelopment Agency of the City of Huntington Beach. Main Pier 11 Project An Agency project in which Blocks 104 and 105 are the parts of a master plan of development. 0-m-MvtV L r- / "/ t J Agreement: Coultrup/Mulligan Page 2 of 3 March 29, 1993 The Agreement points are as follows: 1. Mulligan agrees to hire Coultrup Companies as the Developer for his project in accordance with the terms or the Property Owner's Partnership Agreement and the DDA. 2. Mulligan shall be entitled to the similar benefits as the other property owners on Block 104. This includes, but is not limited to, downtime, relocation and financial expenses and shall be as provided for in the Partnership Agreement and the DDA. 3. In addition to the $50,000 to be paid by the Agency for relocation as detailed in the DDA. Also, the DDA provides for payment to Mulligan and Johnson of $120,000 . This payment shall be made to Mulligan and Johnson, Inc.. Should construction take longer than 6 months, Mulligan and Johnson,. Inc. are to receive and additional $5,000 per month for up to an additional 6 months for a total not to exceed $30, 000. Successors and Assigns: This Agreement and covenants contained herein shall be binding upon the Partnership and Coultrup, their respective partners, heirs, administrators, Successors legal representatives and assigns. 4. It is the understanding and intent of the parties hereto that this agreement shall be incorporated into other agreements between these parties and others, such as the Redevelopment Agency and the other property owners within the Main Pier II Project area. In the event that -any inconsistency is created with regard to the specific terms of the Agreement, as between Mulligan and Coultrup, then as between Mulligan and Coultrup only, the terms of this Agreement shall prevail. There are no other agreements, either oral or written between Mulligan and Coultrup, and any and all understandings and agreements between Mulligan and Coultrup are superseded by the terms of this Agreement. This Agreement may be modified only in a. written document signed by all parties hereto. No other document signed -by the parties hereto, along with third parties, shall modify or affect this Agreement unless said document clearly refers to this Agreement and clearly indicates the intent of the parties to modify the terms of this Agreement. This agreement is to be an attachment to the Block 104 partnership agreement which is to be an attachment to the DDA. S. This Agreement shall terminate with the termination of the DDA if Coultrup and Mulligan are unable to get approval by the Huntington Beach city council/redevelopment agency for the Main Pier phase two project. 6&tkt6iV fG Cj % PAGE 3 ' OF 3 6. Time is of the essence with regard to the performance of all covenants and conditions of this Agreement. 7. In the event of any dispute or litigation relating to the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys fees under Civil Code Section 1717. The jurisdiction for any dispute between the parties hereto shall be.either in Orange County Superior Court or the West Judicial District of the Orange County Municipal Court, as appropriate. S. Any notice sent under this Agreement, will be sent to the following addresses: Coultrup Companies P.0 BOX 1270 Sunset Beach, Ca. 90742 Coultrup Companies, Inc. Date: 5 Zl - f- Gary Mulligan P.0 Box 229 Surfside, Ca. 90743 Mulligan Date: t f,"mT C 10/0 RECEIVEo CITY CLmN ATTACHMENT NO. 12 IQNTINCTCs t,E ,y.. I, I P, EOUITy PARTICIPATION PROCEDURE 10,25 193 I. AGENCY PARTICIPATION AMOUNT FOR BLOCK 105 The Block 105 Developer has agreed to pay Agency fifty percent (50) of its "Net Sales Proceeds" (as defined herein) in excess of the total of M one hundred percent (1OD;o) of "Developer Costs," (as defined below); (ii) a IV% annualized and compounded return on equity investment; and (iii) three million two hundred thousand dollars ($3,200,000.00). This participation is hereinafter referred to as the "Agency Participation Amount" and is secured by Deed of Trust (Attachment No. 7) recorded on Block 105 of Site. 1. The "Development Costs" shall include: (i) all reasonable and customary hard and soft costs and fees paid by Developer to third parties in connection with the acquisition, financing, ownership, operation, maintenance, development, and sale of the Project as contemplated by the DDA (Block 105), including, without limitation, legal fees and costs, loan interest, points, commissions, and origination fees, public entity permits and fees, cost of sales including sales person administration, advertising, sale model unit furnishing; (ii) Developer overhead equal to three percent (3*0) of the gross sales price of the Project; (iii) general contractor's fee of twelve percent (1201) of the direct construction budget and (iv) such other non -third party costs as may be approved by Agency, which approval shall not be unreasonably withheld. Within sixty (60) days after the completion of construction, Block 105 Developer shall submit to Agency for its review and approval a detailed account of the Development Costs of the Project from inception through the date of issuance of a Certificate of Occupancy ("Effective Date"). After the Effective Date until all condominium units are sold, Block 105 Developer shall submit on a monthly basis a detailed account of the Development Costs incurred since the Certificate of Occupancy, and the information necessary to calculate the Net Sales Proceeds (as defined below). 2. The "Net Sales Proceeds" shall include: (i) the gross sales proceeds from the sale of condominium unit: less all third party costs, including, without limitation, the following: brokerage commissions; escrow costs, state, county, city or other documentary stamps and transfer taxes; recording, fees; notary fees; ad valorem, taxes, if any, upon that unit for any time prior to conveyance of title; warranty costs, title insurance costs paid by 05/13/93 ATTACHMENT NO. 12 1927¢/2460/09 Page 1 of 5 Block 105 Developer, homeowner association fees paid by Block 105 Developer and similar costs and charges. (ii) If any units are rented rather than sold or are sold at less than fair market value (i.e., the proposed discount to Cracchiolo of two units), the.parties shall deem, in the case of a rental, the unit sold as of the date of occupancy, and the fair market value of such unit as of the date of occupancy or on the date of the less than fair inarket value sale shall be included in Net Sales Proceeds. Block 105 Developer shall submit to Agency its calculation of such unit's fair market value together with Block 205 Developer's calculations and assumptions used to compute such value. As used herein, "Fair Market Value" means the highest price on the date of valuation that would be agreed to by a seller, being willing to sell but under no particular or urgent necessity for so doing, nor obliged to sell, and a buyer, being ready, willing, and able to buy but under no particular necessity for so doing, each dealing with the other with full knowledge of all the uses and purposes for which the property is reasonably adaptable and available; and (iii) net proceeds of any permanent financing, refinancing or other disposition of Block 105 apart from the. sale of individual units to users after deduction for all costs incurred in connection with obtaining such financing. 3. In the event of a foreclosure of any mortgage (or transfer by deed in lieu thereof) encumbering Block 105, Agency's right to receive the Agency Participation Amount with respect to such transfer shall be subordinate to the applicable mortgagee's right to receive proceeds in the full amount of all outstanding obligations secured by such mortgage. II. INSPECTION OF BOOKS AND RECORDS Block 105 Developer shall keep full and accurate books and accounts, records, cash receipts, and other pertinent data directly related to the calculation of Agency Participation Amounts submitted by Block 105 Developer under Section I above ("Records"). Such Records shall be kept for a period of two (2) years after the end of the sale of the last condominium unit. Agency shall be entitled, not more than two (2) times per calendar year to inspect, examine and copy, at Agency's sole expense, the Records relevant to the calculation of the Agency Participation Amount, provided that such inspection, examination and copying shall be upon three (3) days' prior notice to Block 105 Developer. Such inspection, examination and copying shall be made at such time and place as Block 105 Developer may reasonably designate. Any transfer of Records for such inspection, examination and copying shall be at Agency's sole expense. Block 105 Developer shall cooperate fully With Agency in making the inspection. Agency shill not divulge any information gained from such inspection other than 05/13 /93 ATTACI*IENT 120. 12 1927Q/2460/09 Page 2 of 5 to carry out the purposes of this Section II and Section I above; provided, however, that Agency shall be permitted to divulge -the contents of any such inspection in connection with any administrative or'judicial proceedings in which Agency is involved where Agency is required to divulge such information. 1. Right to Audit. In the event of a dispute between Agency and Block 105 Developer regarding the calculations of the Agency Participation Amount, Agency'or its designated agent shall have the right to audit the Records for the purpose of verifying the Agency Participation Amount subject to the following terms and conditions: (a) Agency shall have the right to make such audit, not more than once for any calendar year. (b) Agency shall give Block 105 Developer at least fifteen (15) days' written notice of its desire to conduct such audit, and such audit shall be made at such time and place as Developer may reasonably designated; (c) Such audit shall be limited to the Records relevant to the calculation and payment of Agency's Participation Ar-ount; (d) Such audit shall be performed by an independent certi-.ed public accountant or by Agency's or City's in-house a_. itor (the "Auditor"); 2. Waiver. If Agency has not performed an audit within three years after the sale by Developer of all condominium units, then Agency shall be deemed to have waived its right to audit the Records, and the facts contained in Block 105 Developer's determination of Agency's Participation Amount shall be conclusive and binding upon Agency. 3. Result of AuditlParticimant Challenge. within 20 days following any audit performed by Agency, Agency shall provide Block 105 Developer with an audit report setting forth the Auditor's findings in reasonable detail, including any schedules or attachments necessary to interpret such findings (the "Audit Report"). The Audit Report shall be accomplished by Agency's written demand for payment (pursuant to Subsection 609.4 below) if an underpayment is disclosed by the Audit Report. The Bloc: 105 Developer shall have a period of thirty'(3b) days following its receipt of the Audit Report in which to review the Audit Report, interview the Audit (who shall be made reasonably available to Block 105 Developer during such period) and, if Block 105 Developer reasonably determines based upon its review of the audit Report to dispute the results of any audit conducted by Agency, provide Agency with written objections stating in reasonable detail Block 105 05/23/93 ATTACHMENT NO. 12 1927Q/2460/09 Page 3 of 5 Developer's specific objections to the Audit Report. For a period of ninety (90) days following the delivery of Block 105 Developer's challenge to Agency, Block 105 Developer and Agency shall negotiate in good faith in order to resolve any dispute concerning the Audit Report. If Block 205 Developer and Agency fail to resolve each issue in dispute concerning the results of an audit within ninety (90) days following Block 105 Developer's receipt of the Audit Report, either party may seek resolution of such disputed issues by arbitration as provided in 608.5. In such event, neither Agency nor Block 105 Developer shall be in default with respect to such underpayment or overpayment and the payment of any sums shown to be owing to Agency or Block 105 Developer by such audit, including any underpayment or overpayment of the Agency Participation Amount, shall be payable in accordance with Subsections II.4 and II.5 below, as applicable. 4. Underpayment. In the event an unchallenged audit (including an audit, or portion thereof, which is disputed but then such dispute is resolved) or final judicial determination, as the case may be, discloses an underpayment of the Agency Participation Amount, Block 105 Developer shall pay the amount of such underpayment (or the undisputed portion thereof) within thirty (30) days after the later of the date (a) Block 105 Developer receives the Audit Report and Agency's written demand to pay such underpayment; (b) a disputed audit, or the applicable portion thereof, is resolved; or (c) a final judicial determination of a disputed audit is rendered that discloses such underpayment ("Underpayment Deternination Date"). Interest shall accrue at the Reference Rate announced by the Bank of America from time to time ("Reference Rate") on the amount of such underpayment from the day the underpayment was due until paid; provided, that in the event that the underpayment exceeds 30 of the amount of Agency Participation Amount actually owing, interest shall accrue at the Reference Fate plus 3*1 on the amount of such underpayment was due until paid. In the event such underpayment exceeds 50 of the amount of the Agency Participation Amount actually owing, then Block 205 Developer shall reimburse Agency for all reasonable costs and expenses incurred by Agency in connection with any audit and/or judicial action. Except as set forth in the preceding sentence, Agency shall pay its own cost of any audit and/or judicial action. In no event shall the failure by Block 105 Developer to pay such underpayment at the time it would have otherwise been due under this Lease constitute a Default in the payment of rent under this Lease, provided the amount of such underpayment is paid within such thirty (30) day period after the Underpayment Determination Date, nor shall participant be subject to any fee, penalty or liquidated damages on account of such underpayment. 05/13/93 ATTACFYIENT NO. 12 1927Q/2460/09 Page 4 of 5 5. Overpayment. In the event an unchallenged audit (including an audit, or portion thereof, which is disputed but then resolved) or final judicial determination, as the case may be, discloses an overpayment of the Agency Participation Amount, Agency shall pay the amount of such overpayment (or the undisputed portion thereof) within thirty (30) days after the later of the date (a) Block 105 Developer receives the Audit Report disclosing such overpayment; (b) a disputed audit, or the applicable portion thereof, is resolved; or (c) a final judicial determination of a disputed audit is rendered that discloses such overpayment ("Overpayment Determination Date"). Interest shall accrue at the Reference Rate on the amount due but unpaid as of the Overpayment Determination Date. 05; 13/93 ATTACMENT NO. 12 1927Q/2460/09 Page 5 of 5 ATTACHMENT NO. 13 LOAN SCHEDULES FOR PROPERTY OWNERS Estimated Total Loans a 70% Building Existing Project Cost With of Cost, plus n —Encumbrance Encumbrance PCH Buildings Bagstad 14,058 sf Cracchiolo 12,798 Main Street Buildings Alfonso 5,062 sf I80,000 Draper 5,062 hwe 5,062 170,000 Mulligan 5,062 150,000 47,104 sf $500,000 $1,460,700 $1,460,700 $1,022,490 1,478,900 1,478,900 1.035,230 559,100 739,100 571,370 535,000 535,000 374,500 565,700 735,700 565,990 391,200 541,200 423,840 $41990,600 $5,490,600 Estimated Total of Loans Required by Block 104 Parcel Owners Interest subsidy assistance shall only be available for those property owners unable to achieve an eight percent (8%) or less fully amortized, 15 year loan with three (3) percentage points in fees. The amount of interest subsidy shall be a maximum of two percent (2%). The subsidy is less if all that is needed to reduce payment to the eight percent (8 %). Interest subsidy assistance shall be calculated based on the fifteen -year fully amortized payment scheduled; reduced to its present value. The maximum cap for each property owner shall be prorated among each of the above property owners based on the above estimated loan values. In no event shall the total present value interest subsidy assistance exceed the maximum amount of Four Hundred and Ninety Thousand Dollars ($490,000). Nor shall any property owner obtain greater than the prorated maximum amount for his/her loan regardless of whether the entire maximum amount is utilized. PUBLS:B_t 1212 I M4ao.s 13-1 J' a CITY OF HUNTINGTON BEACH ti INTER -DEPARTMENT COMMUNICATION G't.,� MUNnNGTON SUCH j- 1./jam+ r % <,r. '0 , TO: Connie Brockway, City Clerk Gail Hutton, City Attorney FROM: Barbara A. Kaiser, Deputy City Administrato DATE: May 28, 1993 SUBJECT: Resolution No. 48 Consent Fonns/Coultrup Afain-Pier Phase II A public hearing will be conducted on July 6, 4993, for the Main -Pier Phase II (Coultrup) project. As required, I have attached copies of the Resolution No. 48 Consent Forms signed by all property owners to be on file in your office and for your records. If you have any questions, please let me know. BAK:ls Attachments 476 ;, orrice or *.02%' CITY ATTORNEY P.0.BOX 27413 2000 MAIN STREET t4UNTHJ[ITON BEACSi CALIFORNIA 92C47 MIL HUTTON . r,Ity Attorney NAME OF PROPERTY OWNER: GILBERT G£ILIM ASSESSOR'S PARCEL DER: 024-153--10 YE I E PHdtvc n141 S3&6,,.s FAX Z14 A74.16W I. I am the owner of the parcel listed above, which is located within the Main -Pier Redevelopment Area. 2. I have reviewed Resolution 48, as amended by minute order on July 1.8, 1963, a copy of which is attached hereto. 3. I have reviewed the specific development proposal for the Main -Pier Redevelopment Project Area, a copy of which is attached hereto. 4. I understand that before the Redevelopment Agency can execute a disposition and development agreement, or an owner participation agreement, or both, to implement a development proposal within the site which would require acquisition of property by the use of eminent domain, the proposal must be approved by at least two-thirds of the property owners within the site, and by t*o-thirds of the owners by land area. ' S. I hereby give my approval t referenced above. Dated: Sr 2 Arproved as to form'; Gail Iiutton ��-�• �t._ City Attorney '93 05/24 09.03 %r 714375-1735 i COULTRUP Q oy CITY ArFIC:C or ATTO R N EY P. O. SOX 2744 2000 MAIN STI CCT HUr"INCTON BEACH cAl,lMMIA 92647 GAIL HUTTON acy Altorrmy 7CLtrmot4s nth! S�GW55 fAX 741 174.1690 RESOLUTION No. 48 DQNr2ZhT FORM NAME OF PROPERTY OWNER: FRANK ALFONSO ASSESSOR'S PARCEL NUMBER: 024- 153--10 3.. 1 am the owner of the parcel listed above, which is located within the Mann -pier Redevelopment Area. 2. 1 have reviewed Resolution 48, as amended by minute order on July 18, 1983, a copy of which is attached hereto. 3. I have reviewed the specific development proposal for the Main -Pier Redevelopment Project Area, a copy of which is attached hereto. 4. 1 understand that before the Redevelopment Agency can execute a disposition and development agreement, or an owner participation agreement, or both, to implement a development proposal within the site which would require acquisition of property by the use of eminent domain, the proposal must be approved by at least two-thirds of the property owners within the site, and by two-thirds of the owners by land area. 5. I hereby give my approval to the development proposal referenced above. Dated: 2- l Approved as to form: Gail 1tutt-on City AlAa rney a'yttm4d =I QF FIcc OF CITY ATTORNEY P. 0. BOX 2740 2000 MAI N SWM ET HUMINGTON $£AC" CALIFORNIA 92647 GALL HUTTON City Attorney NAME OF PROPERTY OWMER: DOLORES CRACCHIOLO ,ASSESSOR'S PARCEL NUMBER: 024-152-10 TFLEPMOf4E (7141 53f* MS FAX 714 374.16" 1. I am the owner of the parcel listed above, which is located within the Main -Pier Redevelopment Area. 2. I have reviewed Resolution 48, as amended by minute order on July 18, 1983, a copy of which is attached hereto. 3. I have reviewed the specific development proposal for the Main -Pier Redevelopment Project Area, a copy of which is attached hereto. 4. I understand that before the Redevelopment Agency can execute a disposition and development agreement, or an owner participation agreement, or both, to implement a development proposal within the site which would require acquisition of property by the use of eminent domain, the proposal must be approved by at least two-thirds of the property owners within the site, and by two-thirds of the owners by land area. 5. I hereby give my approval to the development proposal referenced above. Dated: 3 Approved as to form: Gail fiutton -ir< City Attorney OFFICC OF CITY ATTORNEY P. o. BOX 2740 2000 MAIN STREET "UWiNGTON MAC" CALIFORNIA 92647 GAIL HUTTON Ctty Attorney NAME OF PROPERTY OWNER: FRANK CRACC1110LO ASSESSOR'S PARCEL NUMBER: 024-152-10 TELEPt4oNE (714) 53"5rS FAX 714 374-iou 1. I am the owner of the parcel listed above, which is located within the Main -Pier Redevelopment Area. 2. I have reviewed Resolution 48, as amended by minute order on July 18, 1983, a copy of which is attached hereto. 3. I have reviewed the specific development proposal for the Main -Pier Redevelopment Project Area, a copy of which is attached hereto. 4. I understand that before the Redevelopment Agency can execute a disposition and development agreement, or an owner participation agreement, or both, to implement a development proposal within the site which would require acquisition of property by the use of eminent domain, the proposal, must be approved by at least two-thirds of the property owners within the site, and by two-thirds of the owners by land area. 5. I hereby give my approval to the development proposal referenced above. Dated: 3 Approved as to form: f Gail Hutton City Attorney OFFICC OF CITY ATTORNEY P. o. BOX 2740 2000 MAIN STREET 14UNTINGTON 13EACH CALWORNIA 92647 GAIL HUTTON Ctty Attorney NAME OF PROPERTY OWNER: BARBARA CRACCHIOIA ASSESSOR'S PARCEL NUMBER: 024-152-10 TELEFOONE (714) 63645SGS FAX 714 374-I6" 1. I am the owner of the parcel listed above, which is located within the Main -Pier Redevelopment Area. 2. I have reviewed Resolution 48, as amended by minute order on July 18, 1983, a copy of which is attached hereto. 3. I have reviewed the specific development proposal for the Main --Pier Redevelopment Project Area, a copy of which is attached hereto. 4. I understand that before the Redevelopment Agency can execute a disposition and development agreement, or an owner participation agreement, or both, to implement a development proposal within the site which would require acquisition of property by the use of eminent domain, the proposal must be approved by at least two-thirds of the property owners within the site, and by two-thirds of the owners by land area. 5. I hereby give my approval to the development proposal referenced above. f - Dated: �zlziz Approved as to form: Gail iiutton l-5t_ City Attorney OFFICC OF CITY ATTORNEY P. O. BOX 2740 2000 WIN STREET HUNTINGTON EEACN CALWORNIA 92647 GAIL *(UTTON alr na«.xr NAME OF PROPERTY OWNER: SALVATOR$ C62ACCQTIOLO ASSESSOR'S PARCEL NUMBER: TELEP47or+E (7141536SS5S FAX 7U 374-1690 024-152-10 It, 1. I am the owner of the parcel listed above, which is located within the Main Pier Redevelopment Area. 2. I have reviewed Resolution 48, as amended by minute order on July 18, 1983, a copy of which'is attached hereto. 3. I have reviewed, the specific development proposal for the Main -Pier Redevelopment Project Area, a copy of which is attached hereto. 4. I understand that before the Redevelopment Agency can execute a disposition and development agreement, or an owner participation agreement, or both, to implement a development proposal within the site which would require acquisition of property by the use of eminent domain, the proposal must be approved by at least two-thirds of the property owners within the site, and by two-thirds of the owners by land area. 5. I hereby give my approval to the development proposal referenced above. Dated: _ Approved as to form: Gail Hutton / -ft- City Attorney orvicc or CITY ATTORNEY P. 0.80x 2740 :OM MAIN STREET MI NMOTON BEACH CALIFORNIA 92647 CaAIL HUTTON acy Astorn.y KAMZ OF PROPERTY OWNER: ASSESSOR'S PARCEM NIMER: 024-153-07 TELtErMONQ I71419364WS SAX rt. 474.1640 1, 1 am the owner of the parcel listed above, which is located within the Lain -Pier Redevelopment Area. 2. 1 have reviewed Resoluti.oa 48, as amended by minute order on July 1a. 1983, a copy of which is attached hereto. 3. 1 have reviewed the specific development proposal for the Main -Pier Redevelopment Project Area, a copy of which is attached hereto. 4. 1 understand that before the Redevelopment Agency can execute a disposition and development agreement, or an owner participation agreement, or both, to implement a development proposal within the site which would require acquisition of property by the use of eminent domain, the proposal must be approved by at least two-thirds of the property owners within the site, and by two-thirds of the owners by land area. 5. X hereby give my approval to the development proposal referenced above. Dated: z I-lh - -- w - R Approved as to fora: Gail Hutton k-i-ft_ City Attorney OFFICE OF CITY ATTORNEY �taE'rtt t�`� GAIL HUTTON Gty Attorney P. a. eox V 40 2000 MAIN STREET HUNTINGTON BEACH CALIFORNIA 92647 • x _ • • • 4 • TEL£PHON£ (7141 536.&MS FAX 714 S74-I&W WAIAE OF PROPERTY OWNER: GARY HULLIGAN ASSESSOR' S PARCEL PRMER : 024-153-07 1. I am the owner of the parcel listed above, which is located within the Main -Pier Redevelopment Area. 2. I have reviewed Resolution 48, as amended by minute order on July 18, 1983, a copy of which is attached hereto. 3. I have reviewed the specific development proposal for the Main -Pier Redevelopment Project Area, a copy of which is attached hereto. 4. I understand that before the Redevelopment Agency can execute a disposition and development agreement, or an owner participation agreement, or both, to implement a development proposal within the site which would require acquisition of property by the use of eminent domain, the proposal must be approved by at least two-thirds of the property owners within the site, and by two-thirds of the owners by land area. S. I hereby give my approval to th referenced above. Dated: Approved as to form: Gail Hutton `,t_ City Attorney oro-Ice or CITY ATTORNEY P. 0. BOX 2740 2000 MAIN STREET 14UNTINGTON BEACH CALIFORNIA 92647 GAIL HUTTON Gty Attorney N NAME OF PROPERTY OWNER: GEORGE DRAPER ASSESSOR'S PARCEL NUMBER: 024-153-17 TELEPHONE (7141536.6555 fAX 714 374-loo 1. I am the owner of the parcel listed above, which is located within the Main -Pier Redevelopment Area. 2. I have reviewed Resolution 48, as amended by minute order on July 18, 1983, a copy of which is attached hereto. 3. I have reviewed the specific development proposal for the Main -Pier Redevelopment Project Area, a copy of which is attached hereto. 4. I understand that before the Redevelopment Agency can execute a disposition and development agreement, or an owner participation agreement, or both, to implement a development proposal within the site which would reqracqon of property by the use of eminent domain, tst be approved by at least two-thirds of the within the site, and by two-thirds o thnd area. 5. I hereby give my approval to the eve p referenced above. I Dated:( Approved as to forrg/z Gail Hutton lo%rt- City Attorney �y�wcrcr OFFICE OF CITY ATTORNEY GAIL 1•1UMN aty Attorney P. O. BOX 2740 2000 MAIN STREET WPMNGTON BEACH CALIFORNIA 92647 _. � �i'i3! ..• ' �� ill : eL � • MBE_ M►' • t� !U� �]li• � NAME OF PROPERTY OWNER: ELDON BAGSTAD ASSESSOR`S PARCEL NUMBER: 024-153-11. TELEP"0#4r; (71415366WS FAX 7i4 374-IM 1. 1 am the owner of the parcel listed above, which is located vrithiu the Main -Pier Redevelopment Area. 2. I have reviewed Resolution 48, as amended by minute order on July 18, 1983, a copy of which is attached hereto. 3. 1 have reviewed the specific development proposal for the Main -Pier Redevelopment Project Area, a copy of which is attached hereto. 4. I understand that before the Redevelopment Agency can execute a disposition and development agreement, or an owner participation agreement, or both, to implement a development proposal within the site which would require acquisition of property by the use of eminent domain, the proposal must be approved by at least two-thirds of the property owners within the site, and by two-thirds of the owners by land area. S. I hereby give my approval to the development proposal referenced above. Dated: Approved as to form: Gail Hutton /•�-t- City Attorney OFFICE OF CITY ATTORNEY P. O. BO X 2740 20M MAIN STREET HUNTINGTON BEACH CAUFORN1A 92647 GAIL HUTrON City Attorney NAME OF PROPERTY OWNER: BARBARA BAGSTAD ASSESSOR'S PARCEL NUMBER: 024-153-11 TE LEPHONE (7141 s364-,Ws FAX 714 374.1600 1. I am the owner of the parcel listed above, which is located within the Main -Pier Redevelopment Area. 2. 1 have reviewed Resolution 48, as amended by minute order on July 18, 1983, a copy of which is attached hereto. 3. 1 have reviewed the specific development proposal for the Main -Pier Redevelopment Project Area, a copy of which is attached hereto. 4. I understand that before the Redevelopment Agency can execute a disposition and development agreement, or an owner participation agreement, or both, to implement a development proposal within the site which would require acquisition of property -by the use of eminent domain, the proposal must be approved by at least two-thirds of the property owners within the site, and by twro-thirds of the owners by land area. S. 1 hereby give my approval to the development proposal referenced above. . Dated: Approved as to form: Gail Hutton 4r_ City Attorney OFFICE OF CITY ATTORNEY P. O. BOX 2740 2000 MAIN STREET HUNTINGTON BEACH CALIFORNIA 92647 GAIL HUTTON aty AttOf ey NAME OF PROPERTY OWNER: aNN KASr ASSESSOR'S PARCEL NUMBER: 024-153-05 TELEPHONE (714153"SGS FAX 714 374-16" 1. I am the owner of the parcel listed above, which is located within the Main Pier Redevelopment Area. 2. I have reviewed Resolution 48, as amended by minute order on July 18, 1983, a copy of which is attached hereto. 3. I have reviewed the specific development proposal for the Main -Pier Redevelopment Project Area, a copy of which is attached hereto. 4. I understand that before the Redevelopment Agency can execute a disposition and development agreement, or an owner participation agreement, or both,, to implement a development proposal within the site which would require acquisition of property- by the use of eminent domain, the proposal must be approved by at least two-thirds of the property owners within the site, and by two --thirds of the owners by land area. 5. 1 hereby give my approval to the development proposal referenced above. Dated: Approved7as to form: Gail Hutton �5=- City Attorney. CAIL k4UTTON Glty Att«ewey OFFICC OF CITY ATTORNEY P. O. BOX 2740 2000 MAIN STREET RUNTINGTON BEACH CALIFORNIA 92647 • _wo 119RE• K• �M- • NAME OF PROPERTY OWNER: MN MASE ASSESSOR'S PARCEL NUMBER: 024-153-05 TEL.EP14ONE (714) 536 6555 fAX 714 374-1690 1. I am the owner of the parcel listed above, which is located within the Main --Pier Redevelopment Area. 2. I have reviewed Resolutio'a 48, as amended by minute order on July 18, 1983, a copy of which is attached hereto. 3. I have reviewed the specific development proposal for the Main -Pier Redevelopment Project Area, a copy of which is attached hereto. 4. I understand that before the Redevelopment Agency can execute a disposition and development agreement, or an owner participation agreement, or both, to implement a development proposal within the site which would require acquisition of property by the use of eminent domain, the proposal must be approved by at least two-thirds of the property owners within the site, and by two-thirds of -the owners by land area. 5. I hereby give my approval to the development proposal referenced above. Dated: Approved as to form: Gail Hutton 1�iL City Attorney • RESOLUTION NO. 48 A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH ADOPTING PROCEDURES FOR APPROVING DEVELOP- MENT PROPOSALS WITHIN THE MAIN -PIER REDEVELOPMENT PROJECT AREA WHEP.EAS, the Redevelopment Agency of the City of Huntington Beach has prepared a proposed Redevelopment Plan for the Main -Pier Redevelopment Project Area; and WHEREAS, 'with the adoption of said Redevelopment Plan by the City Council of the City of Huntington Beach, the Redevelopment Agency wishes to insure meaningful owner participation in the identification, evalua- tion, selection and implementation of specific development proposals which may occur within the Project Area, NOW, THEREFORE, the Redevelopment Agency of the City of Huntington Beach does resolve as follows: Section 1. The Redevelopment Agency of the City of Huntington Beach will solicit the participation of existing property owners within the Main -Pier Project Area in the redevelopment progran as required under the previously adopted Owner Participation and Re -Entry Rules. Section 2. The Redevelopment Agency, in consultation with partici- pating property owners, will identify and pursue specific development proposals for sites within the Main -Pier Redevelopment Project Area. Section 3. Upon formulating a specific development proposal for a site within the Main -Pier Redevelopment Project Area, the Redevelopment Agency will submit said development proposal to the owners of property within said site for their consideration and approval. Before the Re- development Agency can execute a disposition and development agreement, or owner participation agreement, or both, to implement a development proposal within the site which would require acquisition of property by the use of eminent domain, the development proposal must be approved by sixty percent (601) of the owners of property within the site, by.number of owners, and at least sixty percent (60%) of the owners, by land area, excluding public rights -of -way within said site. Section 4. For the purpose of implementing Section 4 of this Reso- lution, the Redevelopment Agency shall utilize the map which is attached hereto as Exhibit "A" for determining the land holdings of each individual 4 /, (66.,79) ?-If - .1 � s bwna r and the number of owners which will bo eligible to vote on any ' Specific development proposal. Land holdings of an individual praygrcy c, nor within a site being considered as part of a development proposal will be aggregated to one total amount of area representing one vote for said ! property owner. Section S. With the adoption of this Resolution, the chief Executive Officer is authorized to develop administrative procedures to implement the owner approval process as outlined above, and is also authorized to amend the ownership map as ownership changes occur. APPROVED AHD ADOPTED this _-yth day of ._5eotImber , 19?2. ATTEST: Secretary 00 rman APPROVED AS TD FORM: 'INITIATED -AND APPROVED A5 Ti3 CONTUM • Legal -Counsel Mrector, us Mess n ustria terprise APPROVED: - APPROVED AS TO FORM AND CONTENT: STRAWZNGr YOCCAr . M"WON & MUTH. Chiefecutive Of frcer HY: TOM CLAKK�- • . ~ Spelcal Redevelopment Counsel JAW •j•• f .!XF .v •.. :Air-y.:F►•'+S•.:.:i1'. ~�;'`r y.Sh - - ;-..ti_:__ .- - • • i` {., 'r`. 'K+ a: Res. No. 48 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) CITY OF HUNTINGTON BEACH) I, ALICIA M.-WENTWORTH, Secretary of the Redevelopment Agency of the City of Huntington Beach, California, DO HEREBY CERTIFY that the foregoing resolution was duly adopted by the Redevelopment Agency of the City of Huntington Beach at a meeting of said Redevelopment Agency held on the 7th day of Se tember 1982 , and that it was so adopted by the following vote: AYES: Members: Thomas, MacAllister, Mandic_, Finley, Bailey, Kelly NOES: Members: None ABSENT: Members: Pattinson j .cl� 1-2 Secretary of t e Redeve opment Agency of the City of Huntington Beach, Ca. MINUTES REDEVELOP2IEN'T AGENCY Council Chamber, Civic Center Huntington Beach, California Monday, July 18, 1983 A tape recording of. this meeting is on file in the City Clerk's Office Chairman MacAllister called the regular meeting of the Redevelopment Agency to order. JOINT MEETING OF THE CITY COUNCIL AND REDEVEIA.PHEh'T AGENCY Mayor HscAllister announced that a joint meeting of the City Council and the Redevelopment Agency had been called. ROLL CALL - REDEVE%OP2%Eh'T AGENCY I Yxeseat: Thomas, Ke11y, MacAllister, Finley, Bailey, Handic Absent: Pattinson PUBLIC C0101ENTS RELATING TO CITY/REDEVELOPMEN'T AGENCY ITEMS There mar ro one preeeat to speak on the matter. RE'DEVELOP�ENT AGENCY HIVIMS The Clerk presented the minutes of the July S, 1983 meeting for consideration by tine Redevelopment Agency. On motion by Mandic, second Rally, the Redevelopment Agency approved and adopted the minutes of the July S, 1983 regular meeting as written and on file 3n the Clerk's Office by the following roll call vote: AXES: Kelly, HacAlltater, Finley, Bailey, Mandic NOES-. None ABSTAIN: Thomas A3SENTj Pattinson MAIN -PIER REDEVELOPMENT PROJECT PLAN AM$NDMENT NO 1 - (IMARING CLOSED 7/11/83) Mayor/Chairman MacAllister stated that this was the time and place to continue a public hearing closed July 11, 1983 to conoider the Main Pier Redevelopment Project Plan Amendment No. 1. Councilman/Director Mandic and Councilman/Director Thomas stated they Would vacate their chairs because of possible conflict of interest regarding this *utter. . . Director of Business and Industrial Enterprise Tom Tincher presented a report, with viewgraphs, regarding the matter. Page 2 - Redevelopment Agency Minutes - 7/19/83 Discussion vas held regarding tax increments. inclusion of the flood control channels in the project area, elimination of the use of eminent domain regarding some properties in Sub Area b. financial feasibility of the project, the laws related to mobilehomes in the project and the possible elimination of Sub Area 2 from the project. RES NO 77 -- ADOPTED AS LMENDED - ADOPTING & APPROVING REPORT ON MAIN -PIER REDEVXL0FFXNT PROTECT PLAN AHZNDZ--mHT NO 1 - TRANSKI'TTAL OF REPORT TO CITY m`..0CIL The Clerk presented Resolution No. 77 for Redevelopment Agency consideration - 'A RESOLUTION OF THE REDEVELOPbSM AGENCY OF TH CITY OF HUNTINGTON BEACH ADOPTING AhM APPROVING ITS REPORT ON TIM HAIR -PIER REDEVELOPMENT PROJECT P" AM. 'DlEh'T NO. 1 AM TRANSMITTING TM REPORT TO = CITY COUNCIL." Discussion was held between Council, Acting City Attorney Art De La Loza and Tom Clark, Special Redevelopment Counsel, regarding possible amendments to Resolution No. 77 related to elimination of portions of Sub Area 2 and elimination of the use of eminent domain for certain properties in Sub Area b. Councilworsan/Director Finley stated for the record: "I sincerely believe that when we adopt that plan in September, the Specific Plan, there will be entitlement there and you will see things go forward. x also believe that there does need to be an infusion of some public funds. I do tot think the extent of the redevelopment area is necessary and I will be voting against It, jut obviously, I am not voting against a project for our coastal arez because I Kant to see it and I will be working hard to see that it happens, but I do feel that we don't need to go into redevelopment with the intensity that we (seem to be." A motion was made by Kelly, seconded by Bailey, to adopt Resolution No. 77, as amended, by the a imination of portions of Sub Area 2 as recommended by the Vlarnirg Commission. Also the elimination of the uee of eminent domain for certain areas in Sub Area b. The motion carried by the following roll call vote: AYESt .Kelly, MacAllister, Bailey NOES: Finley ABSM: rattinacu, Thomas (out of the room), Hatndic (out of the room) SUBMITTAL OF REDEVELOMNT AGENCY REPORT TO CITY COUNCIL -- APPROVED Following discussion, a motion was made by MacAllister, seconded by Kelly, to report to the City Council the memorandum from Toe: Clark - Attachment No. 3, plus all the resEonsee and actions taken at this time. The motion carried by the following roll call vote: AYES: Kelly, tacAllister, Bailey 'ES: Finley _3 SENT: Pattinson, ThomA s (out of the room). Mandic (out of the room) Page 3 - Redevelopment Agency Minutes - 7/18183 RESOLUTION TO BE PREPARED - ELIMINATE USE OF EMIhMT DOMAIN FOR CERTAIN PROPERTIES IN REDEVELOPMENT PROJECT AREA Following discussion, a notion was made by MacAllister, teconded;by Kelly, to direct the City Attorney to prepare a resolution which Would exempt those properties designated on the map, as depicted on Attachment 1, from the use of eminent domain under the Main -Pier Redevelopment Plan. The motion carried by the following roll call vote: AYES: Kelly, MacAllister, Finley, Bailey NOES: Done ABSENT: Fattinson, Thomas (out of the room, Yfardic (out of the room) TO SET WITH VARIOUS TAXING AGENCIES RE NEGOTIATING TAX INMr.M-LHT AHD A motion -was made by MacAllister, seconded by Kelly, td direct staff to proceed with meeting and conferring with the various taxing agencies in attempting to negotiate an appropriate response to their evidence of detriment and to discuss with them the area of the flood7 pass through and the best way to handle that. The notion carried by the following roll call votes r AXES: Kelly$ MacAllister# Finley, Bailey NOES: None ASSENT: Pattinson, Thomas (out of the room), Mandic (out of the room) RESOLUTION - 5284 - ADOPTED - EIR No 82-2 DOWNTOUN SPECIFIC PLAN The City Clerk presented Resolution No. 5284 for Council consideration - "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH' ADOPTING ENVIROMMENTAL IMPACT REPORT No. 82-2 FOR THE DO10TOWN SPECIFIC PLAN." On motion by Bailey, second Kelly, Council adopted Resolution No. 5284 by the following roll call vote. - AYES t Kelly, MacAllister, Finley, Bailey rots: None ABSENT: Pattinson, Thomas (out of the room), Mandic (out of the room) RES NO 14 ADOPTED AS AMENDED - APPROVING R.EDEVZLOPMENT PLAN FOR MAIN -PIER REDEVELOPMENT PROJECT PLAN AMNDMENT NO 1 - CERTIFY ITS REVIEW OF ND The Clerk presented Resolution No. 74 for Redevelopment Agency consideration - "A RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF NUNTINGTON BEACH APPROVINC T=- REDEVELOPMENT PLAN FOR THE MAIN -PIER REDEVELOPMENT PROJECT PLAN AMENDMENT NO. 1 AND CERTIFYING AS TO ITS REVIEW OF THE NEGATIVE DECLARATION WITH RESPECT TO THE REDEVELOPPZNT PLAN AMENDMENT AND MAKING CERTAIN FINDINGS." A motion was made' by Kelly, seconded by Bailey, to adopt Resolution No. 74, as "ended, as recocdnended by the City of Huntington Beach Planning Commission. e motion carried by the following roll call vote: AYES: Kelly, MacAllister, Bailey NOES: Finley AB57—NT: Pattinson, Thomas (out of the room), Handic (out of the room) Page 4 — Redevelopment Agency HInutce — 7/18/83 RESOLUTION NO 5286 — ADOPTED — CERTIFYING MAIN —PIER REDEVELOPMENT PROJECT VIEW OF NEGATIVE DECLARATION — The City Clerk presented Resolution No. 5286 for Council consideration — "A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH CERTIFYING AS TO ITS REVIEW OF THE NEGATIVE DECLARATION WITH RESPECT TO THE REDEVELOPMENT PLAN AMEh'DMENT FOR THE MAIN —PIER REDEVELOP'MM T PROJECT AND MAKING CERTAIN FIND INNS . " On motion by MacAllister, second Kelly, Council adopted Resolution No. 5286 by the followring roll call vote: AYES: Kelly, MacAllister, Bailey NOES: Finley ABSENT: Pattinson, Thomas (out of the room), Mandic (out of the room) ORDL% ANC' NO 2634 — INTRODUCTION APPROVED -- ADOPTING A kEDEVELOPMENT PLAN AKENDMEHT FOR THE MA1N PIER REDEVELOPMENT PROJECT PLAN AMENDMENT NO. 1 AREA The City Clerk -presented Ordinance No. 2634 for Council consideration — "AN ORDINANCE OF THE CITY COUNCIL OF TEE CITY OF .A'=II4IGT X $EACR ATPROVING AND ADOPTING A REDEVELOPMENT PLA.*i A* EN NEXT FOR THE FAIN PIER REDEVELOMNT PROJECT PLAN A.F.1;DHEE T NO. 1 AREA AS THE OFFICIAL REDEVELOPMENT PLAN FOR SUCa PROJECT AREA". Discussion vas held regarding tka r.=bar of votes necessary for introduction of an ordinance, Acting City Attorney De La Lcza and the City Clerk concurred ' that four votes were only necessary for adopticn. On notion by Bailey, -second Kelly, Council approved Introduction of Ordinance No. 26340 after reading by title, by the following roll call vote: AYES: Kelly, MacAllister, Bailey NOES: Finley ABSENT: Pattinson, Thomas (out of the room), Mandic (out of the room) T REGARDING PARTICIPATION IN PROJECT AREA CHANCED FROM 60% TO A 'Motion was made by Bailey, seconded by MacAllister, to thaage the requirement of the sixty per cent for participation in a project area to two—thirds. The motion carried by the following roll call vote: AYES: MacAllister, Finley, Bailey DOES: Kelly . ABSENT: Pattinson, Thomas (out of the room). handic (out of the room) OF RECORDING FINANCIAL PROGRESS OF REDEVELOPMENT PROJECTS — TO BE tery TM crvmruDVD Covncilucman/Director Finley thanked Robert Franz, Chief of Administrative Services, for the proposal for a system of recording financial progress of ,,redevelopment projects. + puge 5 •- Redevelopment Agency !Minutes -- 7/18/83 A motion was made by Finley, seconded by MacAllister, to direct staff to bring back a refined form of the system of recording financial progress of redevelopment projects In September. The motion carried by the following roll call vote: AYES: MacAllister. Finley. Bailey NOES: Done ABSENT: Pattinson, Thomas (out of the room, Handic (out of the room) ADJOURNMENT — UDEVELOP:SNT ACSNCY Chairman MacAllister adjourned the Redevelcpaert Agency to August 1# 1983 at 6:34 P.M... 'Room S-8. ATTEST: I Clerk.. STATE OF CAUFORNIA County of Orange I am a Citizen of the United States and a resident of the County aforesaid; I am over the age of eighteen years, and not a party to or Interosted in the below entitled matter. I am a principal clerk of the HUNTINGTON BEACH INDEPENDENT, a newspaper of general drrulation, printed and pubrished in the City of Huntington Beach, County of Orange. State of Carifomia, and that attached Notice is a true and complete copy as was printed and published in the Huntington Beach and Fountain Valley issues of sad newspaper to vAl the Issue(s) of: June 17, 24, 1993 July 1, 1993 I declare, under penalty of perjury, that the foregoing is true and correct. Executed on July 1 ,1993 ... at Costa M sa, Calilomia. Signature I PIISUC NOTICE NOTICE OF PUBLIC HEARING CITY COUNCIL/ REDEVELOPMENT AGENCY COULTRUP : DEVELOPMENT COMPANY DISPOSITION AND DEVELOPMENT -AGREEMENT MAIN-PlEft REDEVELOPMENT PROJECT AREA On Tuesday, Jury S. NA3, at 7.00 P.M., or as soon Urerea'Ier as the mat- ter may be heard. at the City Council Chambers lo- cated at 2000 Main street• Huntington Beach, Cahfo►- nia, the City Council of the City of Huntingtoi Beach and the Redevelopment Agency of the City of Hun- tington Beach will hold a joint public hearing to con- sider approval of a Disposi- tion and Development Agreement (the "Agree• ment') by and among the Redevelopment Agency of the City of Huntington (;each (the "Agency'7• and oulWp Companies and Bon"tru Real Estate Urn. ted, and Main Pier Phase 11 :Partner•.tlp as developer, ,for the development of the LPxoPerty bounded by Ma-n sand 6:h averts• PaciLC Coasl Highway, and walnut Avenue. The proposed Bement, the reacrt pre- pared pursuant to Section 33433 Of the CaMora FPealth and m Saf!'Y Code and a staff report including a summary of the Agre4. ment are available for pub-: lic inspection at the Office of the Citv Clerk. 2000 Main Stunt, Humington Beach, CWOwnia and is the evidence to W presented at the meeting. Should you desire further Information Concerning this miner, cairl Keith Bohr at (714) 374-; 1529. CONNIE BROCKWAYJ CITY CLERKIAGENCY CLERK, City Council/ Redevelopment AganeV vl the City of Huntington Reach. Published Huntington Beach-Foun'ain Val'ey In- dependent June t7• 24, July 1, t993. M._ , _ --062-642 PROOF OF PUBLICATION UBLIC NOTICE STATE OF CAUFORNIA County of Grange I am a Citizen of the United States and a resident of the County aforesaid; I am over the age of eighteen years, and not a party to or interested in the below entitled matter. I am a principal clerk of the HUNT{NGTON BEACH INDEPENDENT, a newspaper of general drculation, printed and pubfshed in the City of Huntington Beach, County of Orange. State of Ca&fomia, and that attached Notice is a true and complete copy as was printed and pubrished In the Huntington Beach and Fountain Valley issues of said newspaperto wit the Issue(s) of: June 17, 1993 I declare, under penalty of penury, that the foregoing is true and Correa. Executed on June 17 , 1 99 3 . at Costa Me a, Califomiai. r Signature NOTICE OF . PUBLIC BEARING APPEAL OF PLANNING COMMISSION'S DENIAL, OF CONDITIONAL USE PERMIT NO. 92.17MITH SPECIAL PERMITS /'CONDITIONAL i EXCEPTION (VAAMNCE) NO. 92.28 TENTATIVE TRACT MAP NO. 1466WOASTAL DEVELOPMENT - PLERIMIT NO.92-14 (TABLED BY THE CITY COUNCIL ON DECENSER 12, 1"2) REQUEST IS TO CONSTRUCT AN 80 UNIT CONDOMINIUM PROJECT AND TWO COMMERCIAL BUILDINGS TOTALING 40,810 SQUARE FEET f+401?CE IS HEREBY GIVEN that lire Huntington Batch City Council will hold a pAWic hearing In the Council Chamt�er, at the Hur►trnglon Beach Civic CerMer, 2000 Main SVeeL Huttt_n_ Beath, Calrfor- rna, on the date and at the time indicated bafow to re- ceive and consider the s ownens of an persons who wish to be heard reta- live to the application de- scribed below. DATtsTIM. E; Tuesday. July 8, 1993. 7:00 P6t APPLICATION NUMBER: APPEAL OF PLANNING COMMISSION'S DENIAL OF CONDITIONAL USE PERMIT NO. 92.17)WITH SPECIAL PERMITSICONOP TIONAL EXCEPTION (VARI- ANCE) NO. 92.2&TENTA= T1VE TRACT MAP NO_ 14666.'COASTAL DEVEL- OPMENT PERMIT NO. 92- 14 APPLICANT: Huntington Beach Redevelopment. A 'Couitrup Dev. Co. ; APPELLANT: Coultru¢ Dev. Co LOCATION: Two blocks, bounded by Sixth Street. Main S:r"L PC" and Wa)- nut Avenue_ ZONE: Oowntovbn Specific Ptdrt, act. 3 _. REQUEST: To construct: an AID WK CoPdorrWillum prtlrict and two (2) can• rrlercialM11111411nills, Walling 40,810 sWan fibet on 3. net acres. Residential use is tom proposed along Pacific Coast Highway be- tween Filth and S.xth Streets without the nor - may raWired visitor s•±rv- ang commercial use being provided. A 100% parking_ variance horn the tam -I mercial parking require - mom Is requested (a short rail 01 295 spaced. and eight special penn-ts to de - vista from tin d"29n and devokipnlent Standards of the Downtown Specific Plan which include 1. Reduced pubic open space on L'ne commercial block: 2. Reduced am" 606vcs- tion on the commercial PROOF OF PUBLICATION "3: `-FTeduced�eomnie�ClaT building front yard Whack along Main Sueet.. 4. Reduced _commercial building upper story Set- back WON Main Street: 5. Reduced commercial building front yard setback 6. Reduced commercial building upper story set- back along Pa.frc coast Highway: 7. Reduced commercial building upper story set- tlacu Wong Fifth Street; 8. Exceed rnawmum Ste coverage for the resident -al ro pEt VIRONMENTAL STA- TUS_ The project is cav Bred by Final E Wis-mel-j tal breact Report Wo. &3 6. and Environmental Impa�l Report No. 89.6 AO dendum. COASTAL STATUS: AP- PFIUAIILE (See Beaov,l PUBLIC HEARING PRO. CEDURE: (1) Staff Aepw; C-r) Public hearing: (3) Cdy Councl Discussion; and (4)' City Council action. This project Is In the sp- pealabie portion .*I the, coastal zone. Under the provisions of the Huntington Beach Ords. ranee Code. the of taken by the City Council Is final unle'es an appeal Is filed to the Coastal Com- mission by the applicant or an ago_rieved party. Said appeal must be In vrrttang and must set 101M In detail the actions and grpunds by and upon which the ap-I paomtt or Ware sted Sad appeet In MIZEI,, mrtied to this Coaatsl =1 miaem office woUrin (101 working days of the date of the Coun il's action. There is no fee few the OPP" of El eoastat development per- mit. An aggkeved person may file an appeal within ten (10) waking days. pursu- ant to Section 30W3 of the Public Resources Code, an writing to: Cl tttornia Coastal Commission, 245 W. 8roodway. Suite 35D, Long Beach, California 80801.14,0, Ann: Theresa Henry.(2131 SOG-5071 The CO3staf Commission review period vAN corn.. mince after the City appeal period has ended and no appeals have been fikd_ Applicants tarp be n0jAred by the Coastal Commission as to the dale of the Coro tausion or the Coastal Commission review- Ap- plicants are advised not be begin construction prior to [hat date.._. _... r UN FILk: A Copy of the proposed request is on and in the City Cle.k's O'.`•ce. 2000 Main Street, Hunting- ton Beach, California 92648, for Inspection by the public. A copy of the Staff report inn be ava,l- abte to lrt—er..ed parties at City Ha -I or the Main City Library (71 t 1 Talbert Av- enuO ~ ,,ma�yy, 2, 1993. ALL INTERESTED PER- SONS are krAlled to aMertd said hearing and express oQinions or submit ervi• Bence for or against the application as outlined above. If you challeenge the City Council's action in Court, you may be 4ntited to raising only those Issues Vou or someone else ,aised at the public hearing described In this notice, or es n wniten corraondence 7ct,vered to the Gty sit. or "r to. Ube public hearutg. r there are any hxt! er vieshons phase coal Soon 4e1s, Senior Planner at Connie Byvcfkwarq, Iav el 6I[p1 Coraiaeil �I OW Main sD+. k Hurt- Inston 1111*6oh, CA 28" 1714) 536- "7 Publishad Huntington each-Favdain VIA" In, ependent July 17, 1M. STATE OF CAUFORNIA County of Orange I am a Citizen of the United States and a resident of the County aforesaid; I am over the age of eighteen years, and not a party to or interested in the below entitled matter. I am a principal clerk of the IiU MNGTON BEACH INDEPENDENT, a newspaper of general dtculation. printed and pubr)shed in the City of Huntington Beach, County of Orange, State of Carlomia, and that attached Notice is a true and complete copy as was printed and published In the Huntington Beach and Fou issues of said newspaper to wit the June 17, 1993 I declare, under penalty of polury, foregoing Is true and correct. Executed on June 17 at Costa Mesa, California Icil gn ore ntain Valley issue(s) of: that the .Z99- 1. PROOF OF P PUBLIC NOTICE�j NOTICE OF PUBLIC HEARING APPEAL OF PLANNING CONMJSSION'S DENIAL OF CONDITIONAL USE PERMIT NO. 92-17AVIT►f SPECIAL PERMITS XGUD1TIONAL . EXCEPTION (VARIANCE) NO. 92-28 TENTATIVE TRACT MAP NO. 1466"OASTAL DEVELOPMENT PERMIT NO.92.14 ; (TABLED BY THE CITY COUNCIL ON DECEMBER 12, 1992) REOUEST IS TO CONSTRUCT AN BO UNIT CONDOMINIUM PROJECT AND TWO COMMERCIAL Stfli•D}NGS TOTALING 40.810 SQUARE FEET NOTICC IS HEREBY afvEN tral the Huntington Beach--Cr1y -Council vnN hold a public hearing in the Council Chamber at 'the Huntington Beach Civic Center, 2000 Ma•n Street, lluntingtort Beath. Caldor- nia• on the date a.-kd at the time IndcatW 0"w to te- Ce,ve and cons.der the statements of as persons who wish to be heard refa- bve to the application de - Scribed below. DATEMKIE: Tuesday. July 6, 1993. 7:00 PM '-, '1, APPLICATION NUMBER: APPEAL OF PLANNING COMMtSSION•S DENIAL OF CONDITIONAL USE PERMIT NO. 92.17AVITH SPECIAL PEAMtTS•'CONDI- TIONAL EXCEPTION (VARI- ANCE) NO. 92.28,rTENTA- TIVE TRACT MAP NO. t46",'COASTAt DEVEL- OPMENT PERMIT NO. 92- 14 APPLICANT: Huntington Beach Redevelopment AgencylCoultrup Dev. Co. APPELLANT: Coultrup Dev. Co LOCATION: Two blocks bounded by Slate 51reet. Main Street, PCs'+ and Wal- nut Avenue. ZONE: Dewntown Specific Plan. Dist. 3 - REGUEST: To Construct an 80 un t Condomwnium project and two (2) Com- mercii buildings totaling 40.810 square feet on 3.8 net acres. Residential use is Ili proposed along - Pacific lilg-hway be-. tween Fifth and Sixth Streets wr hout the nor- maily required visitor sarv-I Irng commercial use being11 provided. A 100% perking variUM hone the Com- mercW perking require- ment is requestOdl (a short tail of 295 spaces), and eight special permits to de- viate from the design and Idevelopmert standards of ;the Down!own Specific 'Plan which include: r 1. Reduced public open apace On the commercial block; 2. Reduced alley dedica- tion on "I commercial block:—._ — -- UBLfCATION _11-­Re_Kced eommercla)I budding front yard setback along Main Street: 4. Reduced commercial building upper story set-1 back along Aia•n Street; 5. Reduced -commer"", building front yard setback 6. Reduced commercial building upper story set- back along Pacific Coast Highway: 7. Reduced commercial building upper story set- back a on Firth Street; 6. Exceed maiumum tote 'coverage for the revdenGal project. ENVIRONMENTAL STA-I TUS: The pro ect ered by Finer Environismereovr tat ImpPact Report No. 89.6 and Er:Lonmentat Impact) Report No. 89-6 Ad- dendum. COASTAL STATUS: AP- PEALABLE (See Below} PUBL1: HEARING PRO-' CEDURE: (t) Slaff Report; (2) Public hearing; (3) Gty p ouncil Discussion: and (4) ny Courwt a~.This project if In the ap•eatable portion of the Coastal ;one. r Under the provlsfons of the Hurtington Beach Ordi- pp++anoe Code, the action paken by the City Council is Anal unless an appeal Is g,led to the Coastal Com- fission by the applicant or Ian aggrieved party. Said appeal must be in writing and must set forth In detail the actions and grounds by land upon which the ap- plicant or interested party ;deems hanaaif aggrieved. Labd app" must be Sub - 'to the Coastal Com- iss+on Office within (10) orking days of the dale of ha Cou +at's action. There 7s no lee for the appeal of Its coastal development per- 1 An aggreved person may rl9 an appeal within ten (10) work-ng days, pursu- ant to SOcron 3M3 of the Public Resources Code, in uniting to: Catilornia Coastal Commission, 245 W. Broadway, Suite 300. Long Beach. California 90801-1450. Attn: Theresa Henry. (213) 590.5071 The Coastal Commission review period w* Com- rnanco after the City appeal period has ended and no appeals have been filed. Applicants will be notified by the Coastal Commission as to the date of the Corr Clus,on of tho Coastal om,,,,n on reviryv. Ap- canls are advised not be *tin construct.on prior to that date. - OW-FLE-A'Copy'W-" proposed request is on Ale in the City Clerk's Office. 2WO Mann Skeet. Hunting- ton Beach, California 92648. for inspection by he publ,C. A COPY Of line taff report will ter ava,l- ble to interested parties at tCity Hall or she Alain City Library (7311 Talbert Aw enue) aher A" 2. 1993. ALL INTERESTED PER- SONS are irw+ted to attend said hearing and express opinions or submit evi- dence for or against the application as outlined above. If you Chalenge the City Counca-s- action In - court. you may be limited to raising only those Issues you or someone else) raised as the public heating Oescnbed In tens notice. W 1 In written Correspondence delivered to the City at or prior to, the public hearing. it there are any further questions please calf Scott Hess. Senior - Planner at 53&5271. Connie Brockway, City cleat, "Wongtan Beach City Couadf, 2000 Mai Iibrot, Nitro- tington Boaeir, C% B244B (714) 5.3"227 Published Huntington BesCh-FowAs n Valley tn• ependent July t7. 1993. 062.673 APPEAL OF PLANNING COMMISSION'S DENIAL OF CONDITIONAL USE PERMIT NO. 92-17/WITH SPECIAL PERMITS/CONDITIONAL EXCEPTION (VARIANCE) NO. 92-28 TENTATIVE TRACT MAP NO. 14666/COASTAL DEVELOPMENT PERMIT NO. 92-14 (TABLED BY THE CITY COUNCIL ON DECEMBER 12, 1992) REQUEST IS TO CONSTRUCT AN 80 UNIT CONDOMINIUM PROJECT AND TWO COMMERCIAL BUILDINGS TOTALING 40,810 SQUARE FEET NOTICE IS HEREBY GIVEN that the Huntington Beach City Council will hold a public hearing in the Council Chamber at the Huntington Beach Civic Center, 2000 Main Street, Huntington Beach, California, on the date and at the time indicated below to receive and consider the statements of all persons who wish to be heard relative to the application described below. DATE/TIME: Tuesday, July 6, 1993, 7:00 PM APPLICATION NUMBER: APPEAL OF PLANNING COMMISSION'S DENIAL OF CONDITIONAL USE PERMIT NO. 92-17/WITH SPECIAL PERMITS/CONDITIONAL EXCEPTION (VARIANCE) NO. 92-28/TENTATIVE TRACT MAP NO."14666/COASTAL DEVELOPMENT PERMIT NO. 92-14 APPLICANT: Huntington Beach Redevelopment Agency/Coultrup Dev. Co. APPELLANT: Coultrup Dev. Co. LQCATION: Two blocks bounded by Sixth Street, Main Street, PCH and Walnut Avenue. ZONE: Downtown Specific Plan, Dist. 3 REQUEST: To construct an 80 unit condominium project and two (2) commercial buildings totaling 40,810 square feet on 3.8 net acres. Residential use is being proposed along Pacific Coast Highway between Fifth and Sixth Streets without the normally required visitor serving commercial use being provided. A 100% parking variance from the commercial parking requirement is requested (a short fall of 295 spaces), and eight special permits to deviate from the design and development standards of the Downtown Specific Plan which include: 1. Reduced public open space on the commercial block; 2. Reduced alley dedication on the commercial block; 3. Reduced commercial building front yard setback along Main Street; 4. Reduced commercial building upper story setback along Main Street; 5. Reduced commercial building front yard setback along Pacific Coast Highway; 6. Reduced commercial building upper story setback along Pacific Coast Highway; 7. Reduced commercial building upper story setback along Fifth Street; 8. Exceed maximum site coverage for the residential project. (Continued) ENVIRONMENTAL STATUS: The project is covered by Final Environmental Impact Report No. 89-6 and Environmental Impact Report No. 89-6 Addendum. COASTAL STATUS: APPEALABLE (See Below) PUBLIC HEARINQ PROCEDURE; (1) Staff Report; (2) Public Hearing; (3) City Council Discussion; and (4) City Council action. This project is in the appealable portion of the coastal zone. Under the provisions of the Huntington Beach Ordinance Code, the action taken by the City Council is final unless an appeal is filed to the Coastal Commission by the applicant or an aggrieved party. Said appeal must be in writing and must set forth in detail the actions and grounds by and upon which the applicant or interested party deems himself aggrieved. Said appeal must be submitted to the Coastal Commission office within ten (10) working days of the date of the Council's action. There is no fee for the appeal of a coastal development permit. An aggrieved person may file an appeal within ten (10) working days, pursuant to Section 30603 of the Public Resources Code, in writing to: California Coastal Commission 245 W. Broadway, Suite 380 Long Beach, California 90801-1450 Attn: Theresa Henry (213) 590-5071 The Coastal Commission review period will commence after the City appeal period has ended and no appeals have been filed. Applicants will be notified by the Coastal Commission as to the date of the conclusion of the Coastal Commission review. Applicants are advised not to begin construction prior to that date. ON EILE: A copy of the proposed request is on file in the City Clerk's Office, 2000 Main Street, Huntington Beach, California 92648, for inspection by the public. A copy of the staff report will be available to interested parties at City Hall or the Main City Library (7111 Talbert Avenue) after ALL INTERESTED PERSONS are invited to attend said hearing and express opinions or submit evidence for or against the application as outlined above. If you challenge the City Council's action in court, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice, or in written correspondence delivered to the City at, or prior to, the public hearing. If there are any further questions please call Scott Hess, Senior Planner at 536-5271. Connie Brockway, City Clerk Huntington Beach City Council 2000 Main Street Huntington Beach, CA 92648 (714) 536-5227 (6963d) P' WA M N4 ( } Did Wang type out City Council or Planning Commission public hearing notice? If appeal, are appellant and applicant shown on legal notice? (} () If hoUsJ13g is involved, is "legal challenge paragraph" included? O O If Coastal Development Permit, are the RESIDENT labels attached and Is the Coastal Commission Office on the labels? () o Is Title Company verification letter attached? %Ot4ir gr FZVMDVMe1,F Were latest Assessor's Parcel Rolls used? () () Is the appellant's name and address part of the labels? �j () Is day of public hearing correct — Monday/Tuesday? Has the City Administrator's Office authorized the public hearing to be set? ( ) Is there an Environmental Status to be approved by Council. ( ) �}' �{ } Is the appellant/applicant names and addresses on mailing labels? r Pubes Hearings at the. City. Council level please revise the last paragraph of_the public hearing notice as follows: "ALL INTERESTED PERSONS are invited to attend said hearing and express opinions or submit to the City Clerk, written evidence for or against the application as outlined above. If there are any further questions please call (insert name of Planner) at 536-5227." CONNIE BROCKWAY, CITY CLERK CITY OF HUNTINGTON BEACH 2000 MAIN STREET — 2ND FLOOR HUNTINGTON BEACH, CALIFORNIA 92649 (714) 536-5227 1350K — 4/93 Douglas Langevin 8196 Pawtucket Dr. Huntington Beach, CA 024-147-14 Richard Harlow 11 i 10th Street Huntington Beach, CA 024-147-25 Gary Hatch 258 Bluewater Drive Parker, AZ 85344 024-147-37,38 Thomas WurA 215 1/2 Main Street 92646 Huntington Beach, CA 92648 024-147-15 Thomas Cavcrly 553 Temple Hills Drive 92648 Laguna Beach, CA 92651 024-147 26,27 Robert Smith 2015 E. Ocean Blvd. Balboa, CA 92661 024-151-01 Robert Koury Properties 1 Henry Volker 200 Main Street 19382 Woodlands Lane Huntington Beach, CA 92648 Huntington Beach, CA 92648 Huntington Beach, CA 92648 024-151-03 Robert Asperen David Byrd 121 6th Street 4800 Candleberry Avenue Huntington Beach, CA 92648 Seal Beach, CA 90740 024-151-06 024-151-07 William Reid Johnny Kitabjian 195 Claremont #339 2435 Bella Vista Long Beach, CA 90803 Vista, CA 92083 024-151-10 024-151-20 Ardem Horemian 2475 Queensberry Rd. Pasadena, CA 91104 024-151-26 Shirley Worthy 801 13th Street Huntington Beach, CA 024-152-01 John Chin Yen 18486 INIt. Stewart Circle Fountain Valley, CA 92708 024-151-27 Frank Cracchiolo 19712 Quiet Bay Lane 92646 Huntington Beach, CA 024-152-10 Pauline Cooper P.O. Box 723 Huntington Beach, CA 92648 024-147-23 Marjorie Decker 8877 Lauderdale Ct Apt. G 214 Huntington Beach, CA 92648 024-147-28 Don King 3036 Marna Avenue Long Beach, CA 90808 024-151-02 Ashoka Investments 129 6th Street Huntington Bech, CA 92647 024-151-05 Michael Schowlater 350 Freeman Avenue Long Beach, CA 90814 024-151-09 John Bogosian 2475 Queensberry Road Pasadena, CA 91104 024-151-25 Sav-Mor Oil Co. 5150 Wilshire Blvd. Ste. 100 Los Angeles, CA 90036 024-151-28,29 Victoria Lane 637 Frankfort 92648 Huntington Beach, CA 92648 024-153-04 Ann Mase Gary Mulligan Fawzi Abdelfattah 123 Main Street 504 Main Street #A 113 N. Main Street Huntington Beach, CA 92648 Huntington Beach, CA 92648 Huntington Beach, CA 92648 024-153-05 024-153-07 024-153-08,I3,14,19 l George Draper Frank Alfonso 121 Main Street 5630 Vickiview Drive Huntington Beach, CA 92648 Canoga Park, CA 91307 024-153-17 024-153-18 California Resorts Eldon Bagstad 222 5th Street 901 Catalina Avenue Huntington Beach, CA 92648 Seal Beach, CA 90740 024-154-03,04,17 024-153-11 Adel Zeidan 200 Pacific Coast Hwy #443 Huntington Beach, CA 92648 024-154-01 Resident Resident Resident 204 Sixth Street 202 Sixth Street 120 Main Street Huntington Beach, CA 92648 Huntington Beach, CA 92648 Huntington Beach, CA 92648 024-146-17 024-146-16 024-154-03 Resident ; ~ Resident Resident 201 Main Street, Unit A , ; 201 Main Street, Unit B :: 201 Main Street, Unit C Huntington Beach, CA 92648 Huntington Beach, CA 92648 . Huntington Beach, CA 92648 024-147-26 & 27 + 024-147-26 & 27 024-147-26 & 27 - Resident Resident Resident 201 Main Street, Unit D 201 Main Street, Unit E 118 Main Street Huntington Beach, CA 92648 Huntington Beach, CA 92648 Huntington Beach, CA 92648 024-147-26 & 27 024-147-26 & 27 024-1544 4 Resident Resident Resident 125 Sixth Street 121 Sixth Street 200 Pacific Coast Hwy. Huntington Beach, CA 92648 Huntington Beach, CA 92648 Huntington Beach, CA 92648 024-151-05 024-151-06 024-154-17 Resident Resident Resident 119 Sixth Street' 117 Sixth Street 115 Sixth Street Huntington Beach, CA 92648 Huntington Beach, CA 92648 Huntington Beach, CA 92648 024-151-07 024-151-08 024-151-09 Resident Resident Resident 113 Sixth Street 604 Pacific Coast Hwy. 200 Main St., Suite 101 Huntington Beach, CA 92648 Huntington Beach, CA 92648 Huntington Beach, CA 92648 024-151-10 024-151-27 024-148-25 Resident Resident Resident 509 Pacific Coast Hwy. 504 Pacific Coast Hwy. 127 Main Street Huntington Beach, CA 92648 Huntington Beach, CA 92648 Huntington Beach, CA 92648 024-I52-10 024-152-11 & 12 024-153-04 COULTRUP LABELS 7008d Kathy Henry 313 6th Street Huntington Beach, CA 92648 Peggy O'Neal 1 308 6th Street Huntington Beach, CA 92648 Gerald Barnes 308 6th Street Huntington Beach, CA 92648 Tel S:uba 320 6th Street Huntington Beach, CA 92648 CW6tre H9 46 W. a /0 6 ems. ac 1 Hyn i ny 6n Yvonne Littler 10351 Shangrila Dr. Huntington Beach. CA 92646 Occupant 310 1/2 6th Street Huntington Beach, CA 92648 Susan Hamra 310 1/2 6th Street Huntington Beach, CA 92648 Tom Forgin 222 7th Street Huntington Beach. CA 92648 Lloyd Edwards Police department Huntington Beach, CA 92648 Rosa 3 r t u 7 gto B CA 9 Garnel Brock 306 6th Street Huntington Beach, CA 92648 Elaine S Pete Paxson 415 Townsquare #305 Huntington Beach, CA 92648 Walter Stewart 220 6th Street Huntington Beach. CA 92648 Con Galitsen 9770 James River Circle Fountain Valley. CA M. Tater 16136 Twinkle Ci r. Huntington Beach, CA 92649 Mike Uberuaga City Administrator Scott Hess C ei t D ar Jeannine Tatar 10062 Marrimac Dr. Huntington beach, C4 92646 Denise Danaora 205 6th Street Huntington Beach, CA 92648 Lee Hooschekian 205 6th Street Huntington Beach, CA 92648 Susan Roper 205 6th Street Huntington Beach, CA 92648 John Amling 205 6th Street Huntington Beach, CA 92648 Jo Christian -Craig C/O Beach Store 120 Main Street Huntington Beach, CA 92648 .-_..�..,, Resident Resident 128 6th Street C 128 6th Street D 128 6th Street E Huntington Beach, CA 92648 Huntington Beach, CA 92648 Huntington Beach, CA 92648 024-152-01 024-152-01 024-152-01 Resident RAsident Resident 128 6th Street F 128 6th Street G 128 6th Street H Huntington Beach, CA 9264B Huntington Beach, -CA 92648 Huntington Beach, CA 92648 024-152-01 024-152-01 024-152-01 Resident Resident Resident 128 6th Street I �' 128 6th Street A-10 2D1 Sth Street Huntington Beach, CA 92648 � Huntington Beach, CA 92648 Huntington Beach, CA 92648 024-152-01 024-152-01 024-148-09 Resident Resident -. Resident 517 Walnut Avenue 515 Walnut Avenue 513 1/2 Walnut Avenue Huntington Beach, CA 92648 ' Huntington Beach, CA 92648 `� Hutington Beach, CA 92648 024-152-01 024-152-01 024-152-02 California Coastal Co=ission Jon Coultrup South Coast Area Post Office Box 1270 245 Broadway, Suite 380 Seal Beach, CA 90742 Long Beach, CA 90802-4416 Resident 470 Pacific Coast Hwy #2 Huntington Bech, CA 92648 024-153-11 Resident 470 Pacific Coast Hwy #5 Huntington Beach, CA 92648 024-153-11 Resident 519 Walnut Avenue Huntington Beach, CA 92648 024-15� 01 Resident 470 Pacific Coast Hwy #3 Huntington Beach, CA 92648 024-153-11 Resident 470 Pacific Coast Hwy #6 Huntington Beach, CA 92648 024-153-11 Resident 128 6th Street A Huntington Beach, CA 92648 024-152-01 Resident 470 Pacific Coast Hwy #4 Huntington Beach, CA 92648 024-153-11 Resident 470 Pacific Coast Hwy #7 Huntington Beach, CA 92648 024-153-11 Resident 128 6th Street B Huntington Beach, CA 92648 024-152-01 Fern S. Larson 4134 Country Club Drive Lakewood, CA 90712 024-145-10 Walter Barnes 202 7th Street Huntington Beach, CA 92648 024-145-19 Merle E. Cade 17532 Metzler Lane Huntington Beach, CA 024-145-12, 13 i Theresa Whaley 19431 Ranch Lane Huntington Beach, CA 024-145-22 James Osterman 520 Meadow View 92647 La Canada, CA 91011 024-145-19 John McRoberts 206 7th Street 92648 Huntington Beach, CA 92648 024-145 23 Daniel Salerno Scott Vyduna/Randall Vyduna 504 Pierside Circle 210 7th Street Huntington Beach, CA 92648 Huntington Beach, CA 92648 024-145 24 024-145 25 E. A. Byers Brian Relin 213 6th Street 215 6th Street Huntington Beach, CA 92648 Huntington Beach, CA 92649 024-145-34 024-145-35 Susan Roper Lee Roy Mooscheldan 203 6th Street 205 6th Street Huntington Beach, CA 92768 Huntington Beach, CA 024-145-37 0224-145-39 Michael Tater James Briggs 16136 Twinkle Circle 14312 Willow Lane Huntington Beach, CA 92649 Tustin, CA 92680 024-146-03 024-146-06 Blanche Wood 201 5 th Street Huntington Beach, CA 92648 024-146-09,101024-152,11,12 Choong Hee Rhee P.O. Box 1041 Huntington Bech, CA 92647 024-146-14, 024-151-07 Douglas Myhra P.O. Box 505 Huntington Beach, CA 92648 024-145 28 Jake Meyer 2674 Queda Way Laguna Beach, CA 92651 024-145-36 Ruby Scott 7821 Talbert Avenue 92648 Huntington Beach, CA 92648 024-146-02 Kamal Shankal 17220 Newhope St #106 Fountain Valley, CA 92708 024-146-12 Andrew Stupin 3701 Birch Street #2I0 Newport Beach, CA 92660 024-146-15,024-147-03 Andrew Stupin 3701 Birch Street #210 Newport Beach, CA 92660 024-146-07 Tadashi Nakase 10171 Northampton Avenue Westminster, CA 92683 024-146-13,17,19 Bernard Davis 607 11th Street Huntington Bech, CA 92648 024-146-16 Freddy Aw William Gallegos Clyde Mazzotti 15259 El Selinda Dr 210 5th Street 19051 Holly #11 Hacienda Heights, CA 91745 Huntington Beach, CA 92648 Huntington Beach, CA 92648 024-146-18 024-147-05, 30 024-147-09 Connie Brockway. City Clerk City of Huntington Beach Office of the City Clerk P.O. Box 190 Huntington Beach, CA 92648 STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES 650 , 110WE AVE SACRAMENTO CA 95825 LEGAL NOTICE - PUBLIC HEARING Connie Brockway, City Clerk City of Huntington Beach Office of the City Clerk P.O. Box 190 Huntington Beach, CA 92648 OMORUNDRO, STUART W. TR 8070 LANGDON AVE 0106 VAN NUYS CA ' 91406 024--159-08 LEGAL NOTICE - PUBLIC HEARING Connie Brockway, City Clerk City If munttigton Beach Office of tl,G City Clerk P.O. Box 190 Huntington Beach, CA 92648 11�vsUNII c� 4�-... �-.rr a•w w-v ti.r.r .r .. .a r ''� 1 ss1.uijI s t >t 1 ClT P f P t ' Kama, Shanks, 17220 Newhope St #1 Fountain Valley, C 92708 =A024-14b-12 tit LEGAL NOTICE - PUBLIC HEARING I,n II1IIII11111„1111.IIlI111�11111 wnme tsrockw•ay; Cify C er City of Huntington Beach Office of the City Clerk P.O. Box 190 Huntington Beach, CA 926<8 ���Ni1hGT#y y Cal/M LEGAL NOTICE — PUBLIC HEARING P.O. Box 190 �- --' Huntington Beach. CA 92648 r of n� 9 Such icien; Address - Forwarding Order Expired ❑ Vacant r q ❑ Route No � Date Carrier Trnt LEGAL NOTICE - PUBLIC HEARING Clyde Mazzotti 19051 Holly #11 Huntington Beach, CA 024-147-09 11611 I I I11111111111111,111118111 111,,,11111111111II II 1111111 Vutident AS(4.�Sixthreefngro Beach, CA 92648 ° p24-.151-05 o-c' �./ g-la . { � sII1411s11�I11s�11iI Iti;�'11�~ City of Huntington Beach Ofl ce of the City Clerk P.O. Box 194�_..' Huntington Beach, CA 928 Cly t '■ '` ` `�'' �• .• � ''y-fr � .�.'�a.rllffr.w�rw+L■-I Attempted Unknown No Such Number Insufficient Address - Resident`` Forwarding Order Expired ❑ IIZS-ixth S -q o nt ,fga( G.c e No Date k . Int ng on Beach, CA 92648 024 U9 LEGAL NOTICE - PUBLIC HEARING 1. ,,, „ „ ,,., 11 wr, ` Connie Brock-w—ay. City Cfer cl"`- City of Huntington Beach Office of the City Clerk P.O. Box 190 Huntington Beach, CA 92648 "O vl rC i ii Z; �i.lvum t � NO Such Number r I ff' ' nsu cent address ❑ Forwarding Order Expired ❑ Res1dc�t Vacant �� t ❑ I13,Sly Route No Date p Carrier Int - +Q ��33u e od LEGAL NOTICE - PUBLIC HEARING t„,ay ue •`.`'\tea Office of the City Clerk *a P.O. Box 190 '' t. ti;rAl •. Huntington Beach, CA 92648-y S`�;'�-•ri y Fted Unknown Such Number Insufficient Address Forwarding Order Expired Vacant Rouute No pate G r q r O� .•t°■'°■,', tier Int •tip' _--:moo �+r''�� �gton B�c}i • �lrq 92 024-151 1p'�::., �'�_ 648 ' ''' r Resi 1• SDI t7 9 Walnut Avenue Huntint Beach, :CA 92648•� y ❑ 024-15 pl LEGAL NOTICE - PUBLIC HEARING s�:�y 'R'r� _ �� •_- ,\ tip. .. - =±�_ s•1. .%, ^�: Y- � � +'e^'2'� '. :.� - •:'i: 'yam:` a. �.�� - � - - ter... - .'.� •}.. -..�. �_ %ter'''... r .. • _ - 7;: ^:.i. l.$�. e:. r4 . �•- _: �^ ' - - .ri! . .'�:: - �...5_'.+.'. .._�:�:a• 'yt r��s�.K�+s:...��.y.f...a: r'�.• .a iti - r •'-_�a� -___._ �—_—�._.�— T.�.�. Connie Brockway, City Clerk City of Huntington Beach Office of the City Clerk �; P.O. Box 190 .. f Huntington Beach, CA92648 r�. S�o~fc %e.kvt r ; . i :r Attempted Unknow_r] ❑ No Such Number --'ate � Resident t►( Insufficient Address ❑ Res de Hwy.wvj J Forwarding Order Expired ❑ �3 Vacant p on Beach, CA 92648 s� ���Sih'Groy-151-27 Route Na Date ..�� Carrier Int 11110, �A. LEGAL NOTICE - PUBLIC HEARING `•�f`111 Neill i Bit ,1 11111111111 �Imsehypz) 7�7 C►�y C/arit ,A7- 4D7'vvrN 1 [QZJrTt r c� Petition By signing below I signify my support of the development of Block 104 and Block 105, as proposed by the Main Pier Phase II Partners (Alfonso, Bagstad, Cracchiolo, Draper, Mase, Mulligan and Coultrup), whereby the old buildings will be remade or built new so the entire blocks will look Iike new. An incomplete Downtown hurts all of us who have our businesses and investment in the Downtown. I intend my support to signify to the City Council and City Staff that I want to see the quick completion of Downtown's Redevelopment. I h by port and favor the development and build out of Main Pier Phase II, Block 10 0 , as blocks bound by PCH, Main, Walnut and 6th. /? 1- 1 r� INITsign6ture ; Unt Nam j Business ' J Datt 2} Signa ture Print Name Business Date / 3) V/ L T�fA 1Z._ Signature Print Name Business Date 4) hl � �rx�a l �hl�' Seri j s -� --q3 Signature Print Name Business Date VSatur2e" Print Name Print Name ICU Print Name Print Name M.L. k Print Name 7,93 Business- Date �-� :7--q3 Business Date dM L #74� 3 Business Date ess Date IIAUTA rk- 412719J Business + till'j[i��i�l�'f►S`/�`�1�1IiliL�.1•►rr�!'LaZ��li:l�� Fj IiL Businew Print Name Business k R121 I_q3 to Petition: Alain Pier Phase II roust go ahead: 1 �gnafu 13� Signature 14) � ignature Signature 20) Signatu 2 Signatu 22)OA - s. Signature Signature 25) Signature 27) ,AIL Vint Name V'' l\cmw Print Name C)OtJ STAB Print Name Print Name Print Name Print Name Print Name Print Name Print Name Z,- too� 1,� Print Name Print Name An (ton 82 Print Name Print Name Art Goof A / , I 71�3 Date .Ipf/3/s3 Business Date �At \ cy S 5t3 L 93 Business Date fhRtifuS 13 f ri 3 Business Date Business Vate 3 Business 6ate dem-�l Business ate Business Date rz Business Date Business Dat Business D e Business Date An I - 44 S j� ) ��Lss - Business Date � 3l� B siness Date Business Date t Oa, n .T7.t s /7/f3 Petition By signing below I signify my support of the development of Block 104 and Block 105, as proposed by the Main Pier Phase II Partners (Alfonso, Bagstad, Cracchiolo, Draper, Mase, Mulligan and Couitrup), whereby the old buildings will be remade or built new so the entire blocks will look like new. An incomplete Downtown hurts all of us who have our businesses and investment in the Downtown. I intend my support to signify to the City Council and City StaTthat i want to see the quick completion of Downtown's Redevelopment. I hereby support and favor the development and build out of Main Pier Phase II, Block 104 and 105, those blocks bound by PCH, Main, Walnut and 6th. 1} MAIA1ER 134 -OYAVy sr. $O/F 3 Signature Print Name Business Date 2 A��'40 z Signature Print Name Business ate 3) / �C 17 '� �.4X/•4�F.�7ti �eF4 t E c r Wr e Signature Print Name Business Date 4) e t Name Business D e 7-3 i ure Naame/ f ' Business Date e t e Business Date dn D '60tql- / 4�3 5 gnature Print Name Business Da e 8 ��r-sCr hid ° � ' Wgnature Print Name Business Date g) Q�- FrA., l -1 t 1 w! o ,, ,S'— 3— S Sign re Print Name Busi ss Date la SinPrint N e Business at Print ame Bust eSs Dat Petition By signing below I signify my support of the development of Block 104 and Block 105, as proposed by the Main Pier Phase II Partners (Alfonso, Bagstad, Cracchiolo, Draper, Mase, Mulligan and Coultrup), whereby the old buildings will be remade or built new so the entire blocks will look like new. An incomplete Downtown hurts all of us who have our businesses and investment in the Downtown. I intend my support to signify to the City Council and City Staff that I want to see the quick completion of Downtown's Redevelopment. I hereby support and favor the development and build out of Main Pier Phase II, Block 104 and 105, those blocks bound by PCH, Main, Walnut and 6th. R!4-✓( i Print Name 2)l��GrJ� ��dvrJ 'Signature Print Name PC Signature Print Name 4) 5) TigLnatl 6) �Z Si atur 7) Signature c e/{ tot.c, -We-ILL Rid- Business Date Business Date Busin ss Date OA Signature Print Name Business Date Print Name Print Name j/_IJLYJIIibJJ I� Business Business � Z�//y 3 Date 74W93 Date Date 8) Signature Print Name Business Date 9) Signature Print Name Business Date 10) Signature Print Name Business Date 11) Signature Print Name Business Date Petition By signing below I signify my support of the development of Block 104 and Block I05, as proposed by the Main Pier Phase II Partners (Alfonso, Bagstad, Cracchiolo, Draper, IvIase, Mulligan and Coultrup), whereby the old buildings will be remade or built new so the entire blocks will look like new. An incomplete Downtown hurts all of us who have our businesses and investment in the Downtown. I intend my support to signify to the City Council and City Staff that I want to see the quick completion of Downtown's Redevelopment. I hereby support and favor the development and build out of Main Pier Phase II, Block 104 and 105, those blocks bound by PCH, Main, Walnut and 6th. 1) LCUJU► R4 513193 ignature Print Name Business Date 2 n n art iie., faaA St natureV Print Name Business Date 3 SAL CQACC 1f )6 Ca JEIca-6r 5�-- 3-9.3 Signature Print Name Business Date 4) Signature Print Name Business Date 5) Signature Print Name Business Date 6) Signature Print Name Business Date 7) Signature Print Name Business Date 8) Signature Print Name Business Date 9) Signature Print Name Business Date 10) Signature Print Name Business Date 11) Signature Print Name Business Date Resident' Resident !'�"� Resident 201 - 6th Street 201 -5th Street %a5�g� 204 - 6th Street Huntington Beach, CA 92648 Huntington Beach, CA Huntington Beach, CA 92648 024-145-36 024-146-09 024-146-17 Resident Resident Resident 414 Walnut Avenue • 605 Walnut Avenue 100 - 6th Street Huntington Beach, CA 92648 Huntington Beach, CA 92648 Huntington Beach, CA 92648 024-147-09 024-151-05 024-151-10 Resident Resident Resi t �� t' 1 ° °S �`�`� •� 420 Ocean Avenue 602 Pacific Coast H 519 ut Avenue POD v'Y Huntington Beach, CA 92648 Huntington Beach, CA 92648 Hu tingto Beach, CA 92648 024-153-10 024-151-27 02-152-01 Resident Resident Resident 501 Walnut 508 Ocean Avenue 506 Pacific Coast Hwy. Huntington Beach, CA 92648 Huntington Beach, CA 92648 Huntington Beach, CA 92648 024-152-05 024-152-10 024-152-11 & 12 Resident Resident Resident 127 Main Street 123 Main Street 117 Main Street Huntington Beach, CA 92648 Huntington Beach, CA 92648 Huntington Beach, CA 92648 024-153-04 024-153-05 024-153-07 Resient Resident Resident 115 Main Street 400 Ocean Avenue 408 Ocean Avenue Huntington Beach, CA 92648 Huntington Beach, CA 92648 Huntington Beach, CA 92648 024-153-08 024-153-11 024-153-12 Resident Resident Resident 109 Main Street' 105 Main Street 404 Pacific Coast Hwy. Huntington Beach, CA 92648 Huntington Beach, CA 92648 Huntington Beach, CA 92648 024-153-13 024-153-14 024-153-15 Resident Resident Resident 121 Main Street 119 Main Street 111 Main Street Huntington Beach, CA 92648 Huntington Beach, CA 92648 Huntington Beach, CA 92648 024-153-17 024-153-18 024-153-19 & 20 Resident Resident Resident 126 Main Street 122 Main Street 120 Main Steet Huntington Beach, CA 92648 Huntington Beach, CA 92648 Huntington beach, CA 92648 024-154-01 024-154-02 024-154-03 Resident Resident 116 Main Street 300 Pacific Coast Hwy, Huntington Beach, CA 92648 Huntington Beach, CA 92648 024-154-04 024-154-17 ' - VOTICE OE PUBLIC HF,�RING (Continued) STATUS:EHYIRQMZNTAL The project is covered by Final Environmental Impact Report Ho. 89-6 and Environmental Impact Report Ho. 89-6 Addendum. NUTC HEARING .PROCEDURE: APPEALABLE (See Below) (1) Staff Report; (2) Public Hearing; (3) City Council Discussion; and (4) City Council action. .. This..project is in the, appealable portion of the coastal zone..,.. , Under the provisions of the Huntington Beach Ordinance Code, the action taken by the City Council is final unless an appeal is filed to the Coastal Commission by the applicant or an aggrieved party. Said appeal must be in writing and must set forth in detail the actions and grounds by -and upon which the applicant or 'interested party deems -himself aggrieved. Said appeal must be submitted to the Coastal Commission office within ten (10) working days of the date of the Council's action. There is no fee for the appeal of a coastal development permit. An aggrieved person may file an appeal within ten (10) working days, Pursuant to Section 30603 of the Public Resources Code, in writing to: California Coastal Commission 245 W. Broadway, Suite 380 Long Beach, California 90801--1450 Attn: Theresa Henry (213) 590-5071 The Coastal Commission review period will commence after the City appeal period has ended and no appeals have been filed. Applicants will be notified by the Coastal Commission as to the date of the conclusion of the Coastal Commission review. Applicants are advised not to begin construction prior to that date. QN FILE: A copy.of the proposed request is on file in the City Clerk's office, 2000 24ain Street, Huntington Beach, California 92648, for inspection by the public. A copy of the staff report will be available to interested parties at City Hall or the Main City Library (7111 Talbert Avenue) after E61-_1_, W3 ALL INTERESTED PERSONS are invited to attend said hearing and express opinions or submit evidence for or against the application as outlined above. If you challenge the City Council's action in court, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice, or in written correspondence delivered to the City at, or prior to, the public hearing. If there are any further questions please call Scott Hess, Senior Planner at 536-5271. Connie Brockway, City Clerk Huntington Beach City Council 2000 Main Street Huntington Beach, CA 92648 (714) 536-5227 (6963d) ?1423 APPEAL OF PLANNING COMMISSION'S DENIAL OF CONDITIONAL USE PERMIT NO. 92-17/WITH SPECIAL PERMITS/CONDITIONAL EXCEPTION (VARIANCE) NO. 92-28 TENTATIVE TRACT MAP NO. 14666/COASTAL DEVELOPMENT PERMIT NO. 92-14 (TABLED BY THE CITY COUNCIL ON DECEMBER 121 1992) REQUEST IS TO CONSTRUCT AN 80 UNIT CONDOMINIUM PROJECT AND TWO COMMERCIAL BUILDINGS TOTALING 40,810 SQUARE FEET NOTICE IS HEREBY GIVEN that the Huntington Beach City Council will hold a' public hearing in the Council Chamber at the Huntington Beach Civic Center, 2000 Main Street, Huntington Beach, California, on the date and at the time indicated below to receive and consider the statements of all persons who wish to be.heard relative to the application described below. DATE/TIME; Tuesday, July 61 1993, 7:00 PM REPLICATION NUMBER: APPEAL. OF PLANNING COMMISSION'S DENIAL OF CONDITIONAL, USE PERMIT NO. 92-17/WITH SPECIAL PERMITS/CONDITIONAL EXCEPTION (VARIANCE) NO. 92-28/TENTATIVE TRACT MAP NO.'14666/COASTAL DEVELOPMENT PERMIT NO. 92-14 APPLICANT: Huntington Beach Redevelopment Agency/Coultrup Dev. Co. APPELLANT: Coultrup Dev. Co. LOCATION; Two blocks bounded by Sixth Street, Main Street, PCH and Walnut Avenue. ZQL Downtown Specific Plan, Dist. 3 REQLMST: To construct an 80 unit condominium project and two (2) commercial buildings totaling 40,810 square feet on 3.8 net acres. Residential use is being proposed along Pacific Coast Highway between Fifth and Sixth Streets without the normally required visitor serving commercial use being provided. A 100% parking variance from the commercial parking requirement is requested (a short fall of 295 spaces), and eight special permits to deviate from the design and development standards of the Downtown Specific Plan which include: 1. Reduced public open space on the commercial block; 2. Reduced alley dedication on the co-.Lmercial block; 3. Reduced commercial building front yard setback along Main Street; 4. Reduced co=ercial building upper story setback along Main Street; 5. Reduced commercial building front yard setback along Pacific Coast Highway; 6. Reduced commercial building upper story setback along Pacific Coast Highway; 7. Reduced commercial building upper story setback along Fifth Street; 8. Exceed maximum site coverage for the residential project. P12BLIC HEARIJIQ (Continued) EhVIROM-SnAL STATUS: The project is covered by Final Environmental Impact Report No. 89-6 and Environmental. Impact Report No. 89-6 Addendum. �`Q,AIML STATUS,: APPEALABLE (See Below) _ ZIBLIQ MRIM PROCEDURE: (1) Staff Report; ...: (2) Public Hearing; r (3) City Council. Discussion; and (4) City Council action.' .._ This: roject, is: in tie, appealable portion of the coastal ""zone. Under -the provisions of the Huntington Beach Ordinance Code, the action taken by the City Council is final unless an appeal is filed the Coastal Commission by the applicant or an aggrieved party. Said to .appeal must be in writing and must set forth in detail the actions and grounds by -and upon which the applicant or interested party deems himself aggrieved. -Said-appeal must be submitted to the Coastal ' Commission off ice within ten (10) wpiking days of the date of the Council's action. -There is no fee for the appeal of a coastal development permit. An aggrieved person may file an appeal within ten (10) working days, pursuant to Section 30603 of the Public Resources Code, in writing to: .California Coastal Commission 245 W. Broadway, Suite 380 Long Beach, California 90801-1450 Attn: Theresa Henry (213) 590-5071 The Coastal Commission review period Will commence after the City appeal period has ended and no appeals have been filed. Applicants will be notified by the Coastal Commission as to the date of the conclusion of the Coastal Commission review. Applicants are advised not to begin construction prior to that date. ON FILE: A copy .of the proposed request is on file in the City Clerk's Office, 2000 Main Street, Huntington peach, California 92648, for inspection by the public. A copy of the staff report will be available to interested parties at City Hall or the Fain City Library (71.11 Talbert Avenue) after lZ�f 2. 115:3 ALL INTERESTED PERSONS are invited to attend said hearing and express opinions or submit evidence for or against the application as outlined above. If you challenge the City Council's action in court, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice, or in written correspondence delivered to the City at, or prior to, the public hearing, if there are any further questions please call Scott Hess, Senior Planner at 536-5271. Connie Brockway, City Clerk Huntington Beach City Council 2000 Main Street Huntington Beach, CA 92648 (714) 536-5227 (6963d) 1q0T90!2*E PU13LIC IMEING APPEAL OF PLANNING COMMISSION'S DENIAL OF CONDITIONAL USE PERMIT NO. 92-17/WITH SPECIAL PERMITS/CONDITIONAL EXCEPTION (VARIANCE) NO. 92-28 TENTATIVE TRACT MAP NO. 14666/COASTAL DEVELOPMENT PERMIT NO. 92-14 (TABLED BY THE CITY COUNCIL ON DECEMBER 12, 1992) REQUEST IS TO CONSTRUCT AN 80 UNIT CONDOMINIUM PROJECT AND TWO COMMERCIAL BUILDINGS TOTALING 40,810 SQUARE FEET NOTICE IS HEREBY GIVEN that the Huntington Beach City Council will hold a'•public hearing in the Council Chamber at the Huntington Beach Civic Center, 2000 Main Street, Huntington Beach, California, on the date and at the time indicated below to receive and consider the statements of: all peXsons who wish to be heard relative to the application described below.. _ rDATE/TIME: - Tuesday, July 6, 1993,.7:00 PM APPLICATION .NUMBER: _ . APPEAL- OF PLANNING COMMISSION'S DENIAL OF CONDITIONAL USE PERMIT NO. 92-17/WITH SPECIAL t' PERMITS/CONDITIONAL EXCEPTION (VARIANCE) NO. 92-28/TENTATIVE TRACT MAP N0,'14666/COASTAL DEVELOPMENT PERMIT NO. 92-14 AP�L,;CA,NT: Huntington Beach Redevelopment Agency/Coultrup Dev. Co. APPELLANT: Coultrup Dev. Co. LOCATION: Two blocks bounded by Sixth Street, Main Street, PCH and Walnut Avenue. 29NIM: Downtown Specific Plan, Dist. 3 RQ3MST: To construct an 80 unit condominium project and two (2) commercial buildings totaling 400810 square feet on 3.8 net acres. Residential use is being proposed along Pacific Coast Highway between Fifth and Sixth Streets without the normally required visitor serving commercial use being provided. A 100% parking variance from the commercial parking requirement is requested (a short fall of 295 spaces), and eight special permits to deviate from the design and development standards of the Downtown Specific Plan which include: 1. Reduced public open space on the commercial block; 2. Reduced alley dedication on -the commercial block; 3. Reduced co.-mmercial building front yard setback along Main Street; 4. Reduced commercial building upper story setback along Main Street; 5. Reduced commercial building front yard setback along Pacific Coast Highway; 6. Reduced commercial building -upper story setback along Pacific Coast Highway; 7. Reduced commercial building upper story setback along Fifth Street; B. Exceed maximum site coverage for the residential project. n Beach = �, ... �, .,. �,.: F. . City Clerk t . �` f �� ''•'- "1 {�.0.Box190 ' Mpg - ;..:; �: r _.,,ntington Beach, CA 92648 ` �CF+ ■ ;, `r i`e�l e ! =• �>'3 46 Attempted Unkro • . -. 4 1 i�o Such Nt}mber9� . ^.. a Insufficient Address ❑ Resident ", ForwardingOrder Expired 117TSixth S — 4V eke cant -{g ' r q ❑ ng on Beach, CA 92648 Po■ ,y 0 s•p,w„rr I`ifl r Date r� 024-1 -08 e rr -. �_fI� �• 410 Int \p __ t� '.•� } BOUNTY �a` LEGAL NOTICE - PUBLIC HEARING 511,776 1,11 1 1 t1littliII111117W Connie Brockway, City Clerk City of Huntington Beach s,ti� ` /37 0,00 Offce of the City Cleric h0 S� L F 3t y -. J:i S Q.O. Box 190 _ C�7 r y. Huntington Beach, CA 92U8 Nr;,�ra �J i, a : �: ,�, is �. •: - -�, ` ~•- r No Such Number Insufficient Address ❑ ��,, Forwarding Order Expired ❑ Res1d:� Vacant I I e{ �- ❑ 13,Sj ,r �tL�INGTO Route No Date 14o 1� , y6� Carrier Int t O24-ISl tin , cif; MCA g264 tirtO�.N. r A, ,, ,a�` _ 9�, Ci I 0 8 rtiU t y rV,I ti p LEGAL NOTICE - PUBLIC HEARING 1 11 1 i iii Ili 1 Ilil Office of the City Cleric P.O. Box 190 •-- S r. ,.. ; =; : I _ • . - Huntington Beach, CA 926afi0 -t • R �: •- ' Such Number ❑ ~•r�'-•,.r _ _ sj,���� c3 � Insufficient Resi "'� l ,cier:t Address ❑ �- �•" � D Forwarding Order Expired 9 Walnut Avenue y Huntin t Beach,. -CA 92648•• Vacant 024-151 1 r,�pySINGTOy ute Nar Date G' q ❑ rOuNTY �a` LEGAL NOTICE -PUBLIC HEARING ,1 ', '4 r 1y' ty1mis Bit„ . 11,1,11i r Connie Brockway, City Clerk City of Huntington Beach Office of the City Clerk P.O. Box 190 Huntington Beach, CA 92648 '7 -t Attempted Unkn' No Such Number Insufficient Address Resident — Insufficient P c Forwarding Order expired 604 Pac* Hwy. _ on Beach, CA��648 Vacant on Beach, CA ING M-27 Route No!�—� Date "COR - P - 04 Carrier Int ri - NTI LEGAL NOTICE - PUBLIC HEARING Connie Brockway. City Clerk City sLuunlyngton Beach Once of the City Clerk P.O. Box 190 Huntington Beach. CA 92M J 11, I"r J4iZ��lihr` s �� Kamal ShanW 17220 Newhope St # � Fountain Valley, C 92708 024-146-12 LEGAL NOTICE - PUBLIC HEARING%MR tea: list„11[111111III ... L „ull I [I[{11t1d«L1111[�[111��iI 1,,onnie Brockway, City C erk City of Huntington Beach "' -• — —---_ _ .. M /µj Nr Office of the City Clerk ' .L s7"=ti. P.O. Box 190 ••' Huntington Beach.92648CA 9264L • Cs �..��J1`i. P.O. Box 190 Huntington Beach, CA 92648 Clyde Mazzotti 19051 Holly #11 Huntington Beach CA 024-147-09 LEGAL NOTICE - PUBLIC HEARING r� ^rZ? :°.Lcies: Address Forwarding Order Expires! ❑ Vacant }❑ I 01 (�'.t T Route No_.�_0ate Carrier Int. LEGAL NOTICE - PUBLIC HEARING 60 ors=f 5 U! . tit 1 Re./dent 1 5 Sixth reet untinotoBeach, CA 92648 24-1.51-05 kflak 7/{ CV We7m � ROME �' �r7rA1g.T►�����i,�s���j �R<1 MEW PROJECT 937-19-232-233 LOT 25 1 L915 AC. 48 Z!! �G 5• S � N )s• Znu f I S ACCURA WALNUT AVENUE 75• ,Os' v).5' - 75• tt7s' to7.5• EC' 107 . to.5• )s _ 1175• _2a z------2a 27—__� _ 2a 27 TRAC 26 5 - — — _ _ 26 25 — — — 26 25 20 24 23 — 24 23 — — 24 23 1 6 22 21 7 a — 22 . 16 22 21 i9s 22 W" 20 20 fy c LQ — — — — _ 11 16 V% 3 1b 15 _ •_�_ 16 15 _ �- — -' 15 +c _5 )s 14 14 13 ; � ;3 1 0 _ t\4Ji — h _ _ pi w 20 12n ros' ms. ' 12 12 .1 9 IUD _ y a 10 91 a l 7 6 5 1 1 3 12 ' 1 10 19 i a 7 6 5� 4 3 2 u' 80. 1 #..� J a l 61 51 4 3 3_ ; I yn I i I o0. 1 I _ I i I I I II' 4 L �. n )s• u• I I I I I I I I I 125' OAST WHWA Y P.M. 121 P.M. 39 17 2.55 • ry '--V�WQO� H -_ J oazQ e _ k1UWm. 2 •,,'n, ca ��WQooW . v.Wo> ,lam AR "ORAt�~�Q®._ EP . P POSES ONLY ES 140 G ARANTEE AS TO R ASStjME RLITY 24—� RECEIVE AGG 13 19SO DE?ARTN=NT OF + COI � AUNITY DEVELOPIJEN. a C. cc 15� 1 0. 13722 ]1i6. t 76' 10458' W, '711 A3 NOTICE OF PUBLIC HEARING CITX COUNCII./REDEVELOPINI'ENT AGENCY COULTRUP DEVELOPMENT COMPANY DISPOSITION AND DEVELOPMENT AGREEMENT • MAIN -PIER REDEVELOPMENT PROJECT AREA, • On Tuesday, July 6, 1993, at 7:00 P.M., or as soon thereafter as the matter may be heard, at the City Council Chambers located at 2000 Main Street, Huntington Beach, California, the City Council of the City of Huntington Beach and the Redevelopment Agency of the City of Huntington Beach will hold ajoint public hearing to consider approval of a Disposition and Development Agreement (the "Agreement") by and among the Redevelopment Agency of the City of Huntington Beach (the "Agency"), and Coultrup Companies and Birtcher Real Estate Limited, and Main -Pier Phase II Partnership as developer, for the development of the property bounded by Main and 6th- streets, Pacific Coast Highway, and Walnut Avenue. The proposed agreement, the report prepared pursuant to Section 33433 of the California Health and Safety Code and a staff report including a summary of the Agreement are available for public inspection at the Office of the City Clerk, 2000 Main Street, Huntington Beach, California and is the evidence to be presented at the meeting. Should you desire further information concerning this matter, call Keith Bohr at (714) 374-1529. CONM BROCKWAY, CITY CLERK/AGENCY CLERK, City Council/Redevelopment Agency of the City of Huntington Beach. Published June 17, 24, and July 1, 1993. 432,j ya, f, 6. � k � / /'I, � /,, I/ q- -711 A3 NOTICE OF PUBLIC HEARING CITY COUNCILIREDEVELOPMENT AGENCY COULTRUP DEVELOPMENT COMPANY DISPOSITION AND DEVELOPMENT AGREEMENT MAIN -PIER REDEVELOPMENT PROJECT AREA On Tuesday, July 6, 1993, at 7:00 P.M., or as soon thereafter as the matter may be heard, at the City Council Chambers located at 2000 Main Street, Huntington Beach, California, the City Council of the City of Huntington Beach and the Redevelopment Agency of the City of Huntington Beach will hold a joint public hearing to consider approval of a Disposition and Development Agreement (the "Agreement") by and among the Redevelopment Agency of the City of Huntington Beach (the "Agency'), and Coultrup Companies and Birtcher Real Estate Urnited, and Main -Pier Phase R Partnership as developer, for the development of the property bounded by Main and 6th• streets, Pacific Coast Highway, and Walnut Avenue. The proposed agreement, the report prepared pursuant to Section 33433 of the California Health and Safety Code and a staff report including a summary of the Agreement are available for public inspection at the Office of the City Clerk, 2000 Main Street, Huntington Beach, California and is the evidence to be presented at the meeting. Should you desire further information concerning this matter, call Keith Bohr at (714) 374-1529. CONNIE BROCMVAY, CITY CLERK/AGENCY CLERK, City CouncilfRedevelopmcnt Agency of the City of Huntington Beach. Published June 17, 24, and July 1, 1993. 432j NOTICE OF EUBLIC HEARING (Continued) ENVIRQNMENTAL STATUS: The project is covered by Final Environmental Impact Report No. 89-6 and Environmental Impact Report No. 89-6 Addendum. COASTAL STATUS: APPEALABLE (See Below) PUBLIC REARIN9 : (1) Staff Report; (2) Public Hearing; (3) City Council Discussion; and (4) City Council action. This.project is in the.appealable portion of the coastal zone. Under the provisions of the Huntington Beach Ordinance Code, the action taken by the City Council is final unless an appeal is filed to the Coastal Commission by the applicant or an aggrieved party. Said appeal must be in writing and must set forth in .detail the actions and grounds by -and upon which the applicant or interested party deems himself aggrieved. Said appeal must be submitted to the Coastal Commission office within ten (10) working days of the date of the Council's action. There is no fee for the appeal of a coastal development permit. An aggrieved person may file an appeal within ten (10) working days, pursuant to Section 30603 of the Public Resources Code, in writing to: California Coastal Commission 245 W. Broadway, Suite 380 Long Beach, California 90801-1450 Attn: Theresa Henry (213) 590-5071 The Coastal Commission review period will commence after the City appeal period has ended and no appeals have been filed. Applicants will be notified by the Coastal Commission as to the date of the conclusion of the Coastal Commission review. Applicants are advised not to begin construction prior to that date. PH FILE: A copy.of-the proposed request is on file in the City Clerk's Office, 2000 Main Street, Iyantington Beach, California 92648, for inspection by the public. A copy of the staff report will be available to interested parties at City Hall or the Main City Library (7111 Talbert Avenue) after c 1 Zi 1553 ALL INTERESTED PERSONS are invited to attend said hearing and express opinions or submit evidence for or against the application as outlined above. If you challenge the City Council's action in court, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice, or in written correspondence delivered to the City, at, or prior to, the public hearing. If there are any further questions please call Scott Hess, Senior.Planner at 536-5271'. Connie Brockway, City Clerk Huntington Beach City Council 2000 Main Street Huntington Beach, CA 92648 (714) 536-5227 (6963d) APPEAL OF PLANNING COMMISSION'S DENIAL OF CONDITIONAL USE PERMIT NO. 92-17/WITH SPECIAL PERMITS/CONDITIONAL EXCEPTION (VARIANCE) NO. 92-28 TENTATIVE TRACT MAP NO. 14666/COASTAL DEVELOPMENT PERMIT NO. 92-14 (TABLED BY THE CITY COUNCIL ON DECEMBER 121 1992) REQUEST IS TO CONSTRUCT AN 80 UNIT CONDOMINIUM PROJECT AND TWO COMMERCIAL BUILDINGS TOTALING 40,810 SQUARE FEET NOTICE IS HEREBY GIVEN that the Huntington Beach City Council will hold a public hearing in the Council Chamber at the Huntington Beach Civic Center,'2000 Main Street, Huntington Beach, California, on the date and at the time indicated below to receive and consider the statements of all persons who wish to be heard relative to the application described below. DATE/TIME: Tuesday, July 6, 1993, 7:00 PM. APPLTQATION NUMBER: APPEAL OF PLANNING COMMISSION'S DENIAL OF CONDITIONAL USE PERMIT NO. 92-17/WITH SPECIAL PERMITS/CONDITIONAL EXCEPTION (VARIANCE) NO. 92-28/TENTATIVE TRACT MAP NO.'14666/COASTAL DEVELOPMENT PERMIT NO. 92-14 APPLICANT: Huntington Beach Redevelopment Agency/Coultrup Dev. Co. AML L: Coultrup Dev. Co. iOCATION: Two blocks bounded by Sixth Street, Main Street, PCH and Walnut Avenue. ZONE: 0J Downtown Specific Plan, Dist. 3 To construct an 80 unit condominium project and two (2) commercial buildings totaling 40,810 square feet on 3.8 net acres. Residential use is being proposed along Pacific Coast Highway between Fifth and Sixth Streets without the normally required visitor serving commercial use being provided. A 100% parking variance -from_ the commercial parking requirement is requested (a short fall of`295 spaces), and eight special permits to deviate from the design and development standards of the Downtown Specific Plan which include: 1. Reduced public open space on. the commercial block; 2. Reduced alley dedication on the commercial block; 3. Reduced commercial building front yard setback along Main Street; 4. Reduced com*nercial�.building upper story setback along Main Street; 5. Reduced commercial building front yard setback along Pacific Coast Highway; 6. Reduced commercial building upper story setback along Pacific Coast Highway; 7. Reduced commercial building upper story setback along Fifth Street; 8. Exceed maximum site coverage for the residential project. NOTICE OF PUBLIC HEARING ct- 7///3 CITY COUNCIL/REDEVELOPMENT AGENCY COULTRUP DEVELOPMENT COMPANY DISPOSITION AND DEVELOPMENT AGREEMENT MAIN -PIER REDEVELOPMENT PROJECT AREA - Z On Tuesday, July 6, 1993, at 7:00 P.M., or as soon thereafter as the matter may be heard, at the City Council Chambers located at 2000 Main Street, Huntington Beach, California, the City Council of the City of Huntington Beach and the Redevelopment Agency of the City of Huntington Beach will hold a joint public hearing to consider approval of a Disposition and Development Agreement (the "Agreement") by and among the Redevelopment Agency of the City of Huntington Beach (the "Agency"), and Coultrup Companies and Birtcher Real Estate Limited, and Main -Pier Phase H Partnership as developer, for the development of the property bounded by Main and 6th- streets, Pacific Coast Highway, and Walnut Avenue. The proposed agreement, the report prepared pursuant to Section 33433 of the California Health and Safety Code and a staff report including a summary of the Agreement are available for public inspection at the Office of the City Clerk, 2000 Main Street, Huntington Beach, California and is the evidence to be presented at the meeting. Should you desire further information concerning this matter, call Keith Bohr at (714) 374-1529. CONTNIE BROCKWAY, CITY CLERK/AGENCY CLERK, City Council/Redevelopment Agency of the City of Huntington Beach. Published June 17, 24, and July 1, 1993. 432j 'S E A ---------------- 6tN BHUYNERTSI N, GPTOANTRB1ECAlAC:-I-,-CA JAKS i •206- LOT 13 N-J 1- •---••• RES 9264e 024-145-34 •215 6iN ST 92648 8 024 - 7 4 5-35 RES try BLK 206 LOT 15 ________________________________________________________________ j TRWREDI - - -- M 15 Nationwide 1-800-345-7334 ORANGE ADDRESS / CARE OF EX-VST ZIP NC/STS TR •2674 OUEDA WAY TR CH City BLK 206 LOT 1 92651 ________________________________________ COUNTY PARCEL LIST 1992-93 EDITION PARCEL N0. TYPE SO.ET.-F YEAR ROAM Cf. PHONE PARKING A P LOTSIIE ____ _________________ 024 -143- RES 1NGTON'BF ACMRCf 1Y BLK•206' OG'3NABEACH.CA 926ae 024 — 1 4 5-37 RFS - 213 1/2a/9 0-563 15-G ------ 3/78/Q9 E9- 5 660-6 6tH ST ,5i8 21 pp6TH St 03:502 Copyright 1992 All Rights ReServld UNITS SITUS ADDRESS CIfI" PA If CANO YAC 7fR YAC DOCUMENT-X IMP VAL FULL VAL-YR' ____________________________________1 TH 12/29/19 201 206 307ST 889-70 7725-5 1178.693 177e56207 - 1b66t�$TH Sf W _________________________ LEE ROY tR :HUNTINGtpIN 6EACH.CA 9264e 024 — 1 45-38 RES 3/12/9z 205 BEACH City BILK 206 L 0 T 5 _____________________2___________________-__________________a__-a 92-1a9717 ??22860T11HOST 21a:1S0 6 0 APt YAC('%`D NO SITUS BEACH - 1 1/11/7137-G 97.855 CITY LOT0 240B1 KL 205(L OTS 26 6 2892506 (7106E2-57;e 90 ----------- - ---------------- -----------------------------6----------------------------e---)------------------ E NO APT 37 926a8(71� 7-2210 1920 is 183I528519?DO 1?9601951 BEA(HHCI TY t0i•2028LKA205fL0iV22 BLK 8 Di��D e'Sb0 ABFL E ACNOC�E •16136 iu1NX1E CIA g26a9 APT 024 — 14 6 —03 1976 BEACH fI TY LOT la BLK 205(LOTS 16 8 18 ATACHD ------------------------------------------------------------------- --- ES M. •14312 Wluov LN 926SL E0 024 — 1 4 6 — 06 t965 BEACH CITY LOT 17 SLK 2OS(LOTS 19, 21, _______________________________________________________________________ cp (ON •NEWPORT BEACNECA A"" 92660 024 — 1 4 6 —07 1905 fy LOT 13 RLK 205(LOr 15 BLK A TR •201 FIFTH ST M-1R EACHCI�TY LOT 1 BLK 205(LOTS 3 9 S BLK26<8 ACH ----------------------------------------- A •20/ FIFTH Si M_ TR EACACHHCA tITY LOT 1 BLK 205CLOTS 3 8 S BLK-HIC ----------------------------------------- NCHE A TR •201 5TH St ON BEACH.rA N BEACH CITY BLK 205 tot 7 ----------------- ---------------- RAMAL •17220 NFWNOPF Sf /I06 VBEACH CA N BEACH CITY BLK 205 l01 12 9086-2 8,775 iise 16. 125 3950-2 5,375 9 216 89-50a217 ---- Z ---2i7 600000341-9 1/18/89 2iS 89-029170-6 6TH ST 45,747 288.403 15TH ST 120.966 39.056 SIM ST 313587 257:3a2 024 — 1 46 —09 1933 4191-2 1/19/9pp 201 Stif 43,698Si 8.063 90-03PSB-G 28.018 ------------------------------------------------------------- 024-146-091CO 933 "91_2 0.063 ----------------------------------- 9264e 024 — 1 4 6— 1 0 1960 1450 7.686 ------------------------------------------ 9270Sm 8 024-746-72 RES K1/a ______________________________________ •NAXASE, TAKAKO Jr RFS AVE ISiMINSTER,CA 92683 024 — 1 4 6 — 13 TV BtK 2 5 LOT 1 2,925 ---------------------------------------------------------------- iGBEACN (A •P 0 BOX 1041 NO 926<7 024 — 1 4 6 — 1 4 46� BEACH CITY BLK 205 LOT 9 TRWREDI - ------ -- N 15 Nationwide 1-800-345-7334 2,613 1/19/9D 201 90-037 58-G ----------207 1/19/9po 90-CISP62-G ---------2-- 12 /2/91 1-G37979-0 1/31/90 --0_a66-96 210 -G 209 7/1 /90 90- 78485-0 ORANGE COUNTY PARCEL LIST 1992-93 EDITION ADDRESS / CARE Of Ex -7;p PARCEL NO. jCS SItus ____________________________________________________________________ NC/Sr5 PHONE YEAR PARKING A P R06w'C7. torSi2E D DOCUMENT-K MBIRCHR A210 -NEWnORf `NN 024 — 1 4 6 — 1 5 1089 211 sT MG" BEACH CITY BLK 10S LOT BEACHE(A 92660 it ,v°a 2,688 1/18/89 89-0?9170-6 ___--- _______________ _______________________________________________________________________________ •DAMS, TT M '7 APT 8;RNARD L LE It CP 8EACH,CA 926ae OL 4 — 1 4 6 — 1 6 VAC-1 AND NG111HON PFA(a CITY RlK-205tL01t2N 0�1j(9�51-R _--- ________________________________________________________________________________. C rA Pn'ul •N nv nor fnr nvn Ir .�? � � __� me 2n, 5TH ST 21:B1 SIM ST 11653 18:06 61H ST 4065 6TH ST f83:765 NV' ST 15 $/.06` NTB i 385000-901 His 419,999-90l Mrs aa2.170-91 97,BSS-79� -ilia I 210,893-8a NTB I 33a, 150-77� Hre i 1601022_76I His 715. 000-F 570.929-89. NTB 71.716-75 NiB 71,----75 HTB i 29.6a9-75 HTo 4301440-9t; HIS 9aee,SSOO-F aa3.)00-91To 163.017-91 Copyright 1992 All Rights Reserved ADDRESS city C ANO YAL ffR VAI IMP VAL FULL VAL-YR ______________________ SIM Mrs 157,059ST 715,000-F 30,774 187,833-P9 ---------------------- NO S1FUS 1a 5, 0-9? GL'£41 SY ld. )'I ')-: Ib Y:I-Stl bbY,[ CG 3U1 iU: 41. All rIJVIU NO19NII; BIN 1% Hli6l ZZf SB/c0/Ol Z-ZG62 Wo)S96t 9£-L ! - �ZO 9a926 H N110f �WHObO. Sill 1VU1dSVWSvo) 39N1 ____________________(p__-.-_____--___-gg_____---_-_-__________-_____-----_.---_-_---____-___-__-_-__-----_---------.-----__JJ__-------. SZ-e61*0 £29'91 9-1f[�/lf%1l 889'Z f961 / 18L1-fd97 n/G)f 9926 1Z 101 toe YlB All) V))NJV3B IDNIIn. 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II/ AIIOH IS lfAOnfIllOZZVW_ Hd3SOf 36A1J 1110 -------------------------------------------- 11 S'J9 AIAN VOZ Y19 1 101 A11J H3V39 N019NI1 MU VJ H)Y38 N019NIINnH- IS N1VW 06 YY-Y A)N39V 1N3Nd013A303b•_---_-_- H)VIS N019N11 ----------------------------- Ol 101 102 WIG All) HJV30 N019NI1 MZ6 V)'H)V)B N019NIIN SW----------------1S HIS Olt_----- 9 WV1111M S09V SS. Y18 OZ JO1)tOZ V1B It 101 All) H)V39 N019NI1 099Z6 V)'H)V38 lUOdA3N 1S H)WIB l0 d) NNW N131HIVW 'NldnIS. M304NV NIa _ ------»f6---``------------------•-__-------_-----__------•-------------------------- 88zz1------------------ WISJ? 101 YA --_ J^C All) N VW �681Ntp'1>1 6SS pf f�OS /B9ZB/1 I O-2 y I - y?o "9XX-:6 V) H)V3N 01 3AYS3 l�lilQY 1S0012 YNMI 31id013A303No H)YIS <<. 11-000'SSf ....................•--___••_-_-____..-.-_....-....-..-_•_••_•_•-•--------------------------------------------.•---..-. 9-p606,AU/9 S16'6S6 �j /, 6 I — I — /, 7 0 fp9Z6 V)'b31BSN/W1SiM.Y13AV1NOIdWYM ION US '3SVWVN. BIN 1S H19 so? 53b 7 / / C• !f OYY71Y1 0 IHSYOYI 3SY :---------------S-q----y-`---------`-`--5-S--6--------------------..-..---------------•----•------.._..------_---5-S---.-_-_------y-.33.gg---p0-«--1•1 l4:999-S,i [fi'S92 9-t0 IN;0/g1 e) / — e)A. / — !. -m S1L16 V)'S1N913H9VON31)VN.Y18 AUO)YONI1dS"13'0SZ 92661 024 — 1J 1 —0 1 1958 JS!3�4 0 12.105173 �•S (714) 67j-041 OTACHD 1 6.0 b 110730i. > AINUT AVE NTa 1E,026 .C,560 1 YEAR 1940 =- - » RT L T •IOts E OCEAN BI VD BEACH CITY LOT 26 BLK 106CL0. 28 BLK ---- -- ------ ---------------------- RGOM CT. SO.Ft.-F UNITS 968- •KING, LAURA A C J DNA AVE • ONG BEA(N. CA 9080 GION "EACH CITY LOT 20 8LK 106(LOtS 22 8 24 V;AR ROOM CT. SO.Ft. E UNITS 6 YEAR POOR CT. SO.FT,-F WITS ADDITIONAL STRUCTURE --------------------------------------------------------------------- 024 - 1S1 —02 t923 3526-1 1t/16/e8 12L 645�4403r ------- 62SS.ppppOTC '5-1 GARAGE Y 8.775 88-589883-G 17,815 66J,2 ---------------- --------- -----------•-••--------..-_-----------------.»»_--. Y•AR ROOM CT. SO.FT.-F UNITS ADDITIONAL STRUCTJRE •79381 WOODLANDS LN AT i386-2 116 S. HrE MBEACNIR 92ti6B 1971 024 — 1S 1 — 0JT 1.750 2/13/90 570?IN WIN fIFY LOT 16 BLK 106(LOr 18 BLK GARAGE Y 90-077457-G 183.006 753,457-1 S TCI f P REALITY 024 — 1S1 -0S 19ie" WALNUT AVE BEACH CITY LOi-23 BLKG106 CBOlSHiSA6 27926ir ebe22 136CF6Ri36G5 3":745 <77,558r! TRWRED! - B 16 Nationwide 1-800-345-7324 ORANGE ADDRESS / CARE OF •1tr 6114 Sr CA f ITY BLK 106 LOT 21 -BBEQYRD. CELESTE P CItyy BLK-106L LOTAl9,CA •RHEF SOON J •TTJNGT?M BCACH,CA CITY BLK 106 L 0 1 7 EK-'/ST ZIP NC S75 Copyright 199 All Rights Reserve COUNTY PARCEL LIST 1992-93 EDITION TYPE SOFT.-F UNITS SITUS ADDRESS C11 PARCEL ND. rFAR ROOM r7, CA/F IAMO MAL 7FA' VAL PHONE PARKING A P LuTS12F. DOCUMENr-K IMP VAL FULL VAL-! 9z6 a 024 — 1S 1 -06 T9S7 911-2 3/0</eS 121 11866"s$T zz ppOOTI 2.613 85-17497e-6 45.691 167, 776-I 907'0' 024 - 1S1 —07 42'".t-_--176 66/11/866 119 �9DINNzeSr 1ppSS pp00TI 2,937 E6-.56%6-G 1e,916 11l,2ii-1 92647 024 — 1S 1 -08 COM VAC-IANn 9/'9/79 117 62.686S1 31,5 OT 2.937 133372351-6 62.6 6-1 NN(iEEETACN `N(ACNAEI L •SSO FREEMAN AVE 908Ei 024 - 1S 1 -09 1961 1653-T q//1 /LL1r7 11S 1ei6oT;jST ?zo poNOT1 TIN610N fiEACN CITY BLK 106 LOT 15 2.937 W;21i95-6 Si,121 33L,i3L-I ..»»___________________•____•__•-___________»-___-----------------_----__-___•_-•_________••_•-----»»»......-»-»-_____--, NBEACH CAG WILLIAM A -195 CLAREMON7 0339 908G3 024 — 1S 1 — 10 FDM VAC -LAND T/1/qt 100 AS960TN 00ST HTI TINGTON 6EACH CITY LOT 11 BLK 106(LOT 13 dLK •SS 5.875 91-8 14247-6 459,000-r ...-»C`------------------------•-_-------------------------2---------------------_-S--p---a._»--_-------J-_-_--_-____-•__• JIAN TR LLA FST8I1rAifriON BEYCiir LOT•123BLKE106 SEL YAA7.S FT92083<619) 77 -5383 1 —20 1921 10015 1C0<S10A0-Hl 6'911 SF 9,262 "It '»---------------•----------------••-•---•_••_•---•-•-----------••--_------------ •---------- _-••------ •------ ---- ------•---_-.. YEAR ROOM CF. SO.FT.-F UNITS YEAR ROOM CT. SO.rr.-F (NITS 1921 2016- ADDITIONAL STRUCTURE .S»3_-'-------»-----------------------------------------------------------------------»'_--------- --------------- --------- »». 751QUEENSB RRY RD-PAISADENANCAMRY 91104 024 — 1S 1 -2S 1921 4032 10/IS/822 11i 13.72351 NTE TINGION BEACH CITY LOT 14 BLK 166 POP OF LOT 1.742 82-364 158-N 9.5.73 13 1%-i -_--__------»•_-•_---_----•_-_-_-----•-------.-•-------------------------------------------------------------"------_------ »»VEAq ROOM CT. SOFT.-F UNITS YEAR ROOM CT. SOFT.-1 UNITS 1921 2016- ADDITIONAL STRUCTURE ------------------..-------_----------------------------------------»---------------------------------------- _------- ----------- EMIANA,ARDEM 02475 QUEENSBERRY RD 911MR 0 024 — 1S 1 —26 iAL' 4032 114 }377N5$I Hit SADECAI ING10N BEACH CITY LOT 12 BLK 106 POR OF LOT 2.613 GOOD00342-6 16:519 40.334-: .»-•---------•-----•-•-•----•--•-•---------------------------------------------------------------------------------•-•-----"--. YEAR R00R Ct. SO.FT.-Y ENITS YEAR ROOM CT, SO.FT,-F UNITS 1921 2016- ADDITIONAL STRUCT:!c '_----_--»---------------------•--•--------------- ---------------------------------- ------------- -------»____.-._-»..------- -. IE(�N VALLEYICA TR •i8ie6 MT STEWMr CIR 9270e 024 — 1S1 —L 7 1962 1650 10/0ZZ29ypp 602 2e[eOASSS??TSSNWr NT! jrTIN610N BEACH city LOT t BLK 106 AND LOTS 2-S !S.7S0 90-OW906-0 7i;573 355.698-1 "//-"----------•-_-----•l__•_•---------------------(-C--------------------------------•-------•----_---------•---•--•--_-•---------• ItE 10NL BEACH City BLR-1S6D OTHESRCABL YD 90036 024 — 1Sl —20 END VAC-LAND 0000003t1670 19.956�Y 19,936 r2 -•--_-_' 6 -------------- -- ------ ---•_------_ --- •--- I-iER100L CO �1l5150ANGELSLESRCABI YD 9G936 O�f-1.:1"27190 30 0 620 294e3eeNYY NTE 111NGrON BEACH City BLK 1S6 LOF 7 AND BLK 106 LC 11.000 G00000342-8 10,612 90,L50-! C 16 TRWRED! Nationwide 1-800-345-7334 rin A Klrr rnl i•' n+nrrl I I r T Copyright 199, All Rights Reserve C 16 _ TRWe REDI Nationwide 1-800-345-7334_ I ORANGE COUNTY PARCEL LIST 1992-93 EDITION Copyright 199 All Rights Resery ADDRESS / CARE OF EK-IIP PARCEL IV , 'YEAH AOOR Cr. AA UNIT fS Sl il'S ADDRESS VAL W VALI MUSTS PHONE P:IRKING A P LOTSIZE DOCt1MENt-X IMP VAL FULL VAL' TA •d01 13TH ST 926(6 ITY LOT 22 BLK 1051LOT5 24, 26 D ------------------------------------ BEACH -REDEVELOPMENT AGENCY X-xx ST •HLINTFNGTON BEACH CA 926.8 BEACH CITY LOT 18 BLK 105(LOT 26 BLK .--7------------------------------------------•--«..««-------- OC 4 — 152-01 1910 5899 7/25/91 $19 29<L� AVE HI 11,750 91-392587-G 73:92 368,669- 024 — 152-02 WHx VAC -LAND 10/11/88 319, 423US 5.950 88-5185I7-6 319,423- ------------------'----__-------------_--_------__---'---'--'--------•--. UBrACH BLK •lEDEV O5T10660NCY X_xx BEACH,CA 92658 024 — 152-0. WHx VAC-LAND 1/18/90 0-C 183, 1�0� 183,170 S TACN �NR�ENC TINGfPpN BEACNEiAY 92648 024 — 152-01 WHX VAC -LAND 9/29/ee 2""a SITUS BEACH CITY LOT 12 BLK 1 5(LOT 14 BLX 5.875 88-495045-6 291,832-------------------- - BEACH •RF')EVELOPMENT AGENCY X-XX •T • TI NG1pN BEACH CA 92646 BEACH CITY LOT 25 BLK 105CLOT 2f 8" *SS FRANK R TR •19712 QUIET BAY LN HW I BEACH CA 92A48 BEACH CITY LOT 4 BLK 105(LOT S BLK 105 .q------------- 'A TR 201 SIN ST TR I SEACH,CA 92648 BFACH CITY BLK 105 LOT 3 .»-«»-----"'•-------------------------. EACTFCA • z1 STN Si Tit 92648 BEACH 1ITY LOT 1 BLK 105 ALL -EX ST- NT AGENCY CITY -OF HUNTINGTON BEACH X-XX Sr •HUNTINGTON BEACH,CA 52648 BEACH CITY LOT 6 BLK 105(LOTS 7 TO 10 BEACH •FRryE�DyEVELOMNNT AGENCY X•XX BEACH CITY Ill. 10)ZL0► T1E i�NIJA17,1g264D 024 — 152-05 1935 5537E 1//0-293<37s61 WALMUT 416 81 AVE 492.381' 90 2.381- •--___---••-------•-•---------------------------------1 024 — 152— 10 1935 1665 //2 2qz 508 V2-050<39-G 2pIOEµ4AVE sp ppM1 e6.179 317; M -------------------------' 024 — 7 S2- 1 1 IS 018 .----------------------•_-_--_----•------. •--S_500- ------_------------------ S28 2.750 1/79190 $06 90-• "A1-G ..«.--.«..- ".311C 8.233 COAS--»--• COAST NW H1 39,544- 024 — 152— 12 19e6 4,400 90.OS7761s� 36[927C Jj2J COAs`81M�1 ---------------------------•--..-----------e-------------•----'«-.«.»_. 024 ` 1 S2— 13 WHx -------------------------------------________________________—____—__. VAC -LAND 11/01/1907SG8 1.79AE660AVE 1, 716,660, 024—152-14 WHx fNENCI10F -CITY OF lOT•2 BlRGIJ4(BONSNf6 BTON E28926AC 48 024 — 153-0 1 1934 8.062 ».»---•---N-�-L dNECli roL j--»pN»«E---.[-..._»-»-•------------------------------------ OF TON OC•C14 BL 104 MEIY �5 iiAC92648 024 - 1S3-0L7 194i 75 8s062 ----------------------------------------------------------------------------- AGENCY OF -CITY OF M NfINGTON BEAT X-XX WNX 3745 •MJFITINGtr BEACH,C 97648 fltY LOr 12 BlK 104 ANl1 SWLY 10 IN •637 FRARtFORT TR V LOT 25 BLK 1041LOT 27 BLK 92648 024 -1 S3-J3 1953 024-153 041900781 3900-1 PAYED 1 121 ?S22YZNZ ST HI 88-674067-G T.553;721 I,S69,4.3. t 411 WALNUT AVE ep7ICp Cp 141 8! O5 495-6 j46;i69 SS7;201: ---------- -----------------»_---_. 118 sr" ST HI 1e°8/51195-G 349,083 IN:883: 1a 053695'62 162S907ST 630,8001 -----jj-'-- 07- ...-«.--.-..«.---------- MAIT T 90- 96898-67 6.34 72.176' EDI Copyright 19CE Natio.wide 1-800-345-7334 An Rights Resery ORANGE COUNTY PARCEL LIST 1992-93 EDITION D4r. R ADDRESS / CAR[ Of Ex -ZIP PARCEL i1 TUS /'L'/• VfA# Rem C7. PA 7f5 LDAW VRL ?A VA[1 --••f-[77------------•---•--------------------------------------•-----...-•-•-------.•_-----------•------aa-------«--a«»--------------. MC/Sts PHONE PARKING A i LOISIZE DOC(X1ENT-X IMP VAL FULL VAL' :ASNTI SE 7.ONLBEACN,CA 92648 024 — 1S3-0S MAIN N11JONSBEA(N CITY BLK•lu4TING 190"5 25937 0970/1529'GJ 594T -«-»----------------------------7-`--. ------------ _.------------_------_-----._-_---.-_--______._.-_---.-.---..-.-»-_-_-__ J4 Olr 122.609r ACN (A •504 MIN Si1 #A 92648 6 FIT! BLK 104 LOT 17 Cx •113 N MAIN ST ^NH(ITY BLK 104 LOT 15 926<8 _________________________________ AGE NCr fitr•0F M1NTi4GrOrr BEACH x-xt •NUNt74Fc,TON BEA(H,CA 92649 fH City L01 9 RtK 104 ALL -EX ,FLY 2 -------------------- 024_ 153-0/ T914 SI71-2 133 59092<'G7 IJ4:431RAIN IT IIR,<[4' 2,937 ---------------------------------------- 024-153-0819116 292A.-7 9121191 11S 2MIS9 25T Hr ,h13 92-63417-0 108.751 346,J56- 024 — 7 S3— 10 °"X VAC -LAND 12/O1/e9 420 549,331AVF 4t 9-u5 90i-G 549,131- I i4W-REDI Nationwide 1-800-j45-7334 Copyright 19f All Rights Retten ORANGE R ADDRESS / CARE OF __------------------------------------ •MASE RONALD A MIN ST •HUNIING70N BEACH,CA NGTON BEACH CITY BLK 104 LOT 23 ---------------------------------------- V •504 MIN ST fA CH CA N CITY BLK 104 '.OT 17 Fx-VST ZIP HC/STS 92648 COUNTY PARCEL LIST 1992-93 EDITION TYPE PARCEL P.'00 7f4R SO.FT.-F RCQN 77. PHONE PARKING A ; LOTSIIE _________________________.-_-__-____-__. 024 - 753-05 190 1594 2.937 --------------------------------------------- 926EA 48 024-753-0719017 5171-2 •113 N MAIN ST H CA 92648 MY BLK 104 LOT 15 _______------------ 2,937 ------------------------ .__---_--____--. 024'-753-08 1906 2926-2 1.613 ________________________________________ MY 9FACNECtir(l0i•9HUBL RIN10<NABEA EM`SFLY 92648 OL 4 — 7 53— 7 0 VNK VAC -LAND __n_______. DON u1LLARD TR•901 CAfALIM AVE 90740 y24 —� 3- 1 7 1904 5.5. 6EACon WE CH CITY LOT 7 BLK 10t(LOT 8 AND SELF Q13) t31-2 ))13dd 5,52< _______________________________________________________.___ BEACH •RfDEVELOPMENT AGENCY x-xK ST -"TINGTON BEACH,(A 92648 BEACH CITY LOT t BLK 10{(LOTS 5 t 6 BLK ------------------------------------------- FAu71 1113 N MIN ST EA BEACH,CA 92658 BEACH CITY LOT 1 BLK 104 NELY 36 213 FT --- --------------------------------------- 1 •713 N MIN ST FA CITY LOT 1 BLK 104 RELY 36 213 TV -548 TI DEV CM •113 N MIN ST GTON BEACH,CA 92648 TON BEACH CITY LOT 3 BLK 1C4 AND SVLY 36 ----------------------------------------------- OPMENT AGENCY OF -CITY OF Hlf TINGTON BEAC x-xx AIN ST •NURTINGTON o•ACH 92648 TON BEACH CITY LOT 20 BLK 104 NIT 15 EC ]FORCE F TA •121 MIN St TR ON BEACH,CA 92648 N BEACH CITY BLK 104 LOT 21 ---------------- -•-663C--------vICRIYIEV-------- DR ----------- ARK CA 91307 N MACH CITY --------------------------------------------- SLR 104 LOT 19 Cx • JACKS SURFBOARDS •NUN TINGTON BEACH,CA CITY BLK 104 LOT 11 ----------- ----------------- •11J N MIN ST CITY BLK 104 WE 13 --------------------------- REDI 024 - 753-' 12.930 3306 8.250 ___________________________________ 02 / — 7 53— 73 COM V•C-LAND C! Y 1.742 ___________________________________ 024-153-74 COM VAC -LAND 3.600 ___________________________________ 024—153-1519i I °"`"`"ND 4.583 O24 — 753— 7G 19306 7z6{ ____________________ --- 024 — 753-1719`20 soo 2,937 ----------------------------------- 024-753-7819 o 1120-1 PAVED 2,950 ------------------- ---------------- 92648 024 — 753— 19 `04 ---------- ------------------------------- 926t8 024-153-20 `DN __________________________________________ E 16 Nationwide 1-800-345-7334 UNITS SITUS ADDRESS C DA7f IAND VAI ffR VAC DOCUMENT-X IMP VAL FULL VAL 1/19/69 121 78.594 H 99-031029-6 4.015 121,609 117 RAIN ST 01122 3992{-G 1944:H 128,444 St 9/21/92 115 237I596 N 92-63496917-0 106:758 346,356 420 OCEAN AVE H 1/07/ 9 549.331 9-65 907-G 549,337 __------------- ______________ pp 400 OCEAN LW H t a0138988-G 18:0?6 59,6?4 __________________________ FAN 4/18/89 4 08 1,O DE474 AVE H 89-202510-G 1:060 1.049,534 109 MAIN S N 1/06/92 154.173 92-006863 '-------------- 105 1/06/92 92-006 65 .______________ { 404 9/21/92 92-634817-0 .--______---121 7/05/OS88 -G -_-8_---- -121 90-041733 .______________ 119 „BOE8R {8 -c ORANGE COUNTY PARCEL LIST 1992-93 EDITION ADDRESS / CARE OE fx-zIP PARCEL NO. 7fAfR ROO+MT rr. HC/STS PHONE PARKING A P LOTSIIE ---------------------------------------..------_---___---------______----------_-_ MUSTA T HUY •NlME1NGE0pNN BEACH (A 976t8 024 - 1 54 -0 1 1931 OA$i5850 ACH CITY LOT 26 BLK 103(LOT A BLK 5,875 ---------------------------------------------------------------------------------------------_ VONUIi1NGt10PNBEACMpCA •201 STH Sf 92648 024154 - - 02 191o10R 1550 HUNTINGTON BEACH NTY LOT 22 OL 103(LOT 24 MLK 5.875 ------------------.-_____-_-------___--------------------__---______---_-_______________---_-_ CA`` B[[SORtS INTL C STN •HASEKO ASSOCIATES 67VA 92648 024 - 1 54 -03 1393 •221 S1 INGTppN BFACH,CA 190M MUN11NGTON BEACH CITY 8LK t03 LOT 20 2,937 --l_1`-?}_______________________H0N____---•-I______--------_____-._______-_________---___________--____ 024 — 1 54TA �l BIK 926tB 190 F11 IN"THTONSBEACH CITY COT•16 RG�S31a0„IAC HD 607002 ____________________________----------------------------------------------------------------- CALIfOP.,41ASDRT$/HASF'c0•H�OINGION 024 1 54 7 7 IOM 5THI$)RF BEACH,CA 92648 - - N TA 13727 COT 1 INPCO11OXO 76011ACN CO -PRO•SAND FRANCISCO.IiA 9t1ERTY TAX 20 024 - 1 59- OZ Fit VAC -LAND r1 1 6 IFI1 lNh ROT IN 19 1OF SIMSU FACE 171 9 92-634-67t 1 :7-0 /21/9 2-63t 17-0 154.173 MIN SC N 144,476 144.476 PACIFIC COAST HV H 399.471 399.471 ----.-------------- ,M651785f 1 099 °.tlo0 ------ yMyZAzINy ST H 255:71J 31Ee :167 MAIN ST H 215.705 64,810 296,323 ------------------- YAIN ST N 225: 09, 241,065 Copyright 19S All Rights ReSer UNITS SITUS ADDRESS C DA7f IAND VAI )fR P41 AOCU'FENT-x IMP VAL FULL VAL __________________________..- MAN S I/O1/89 176 277,9181 N 9-22 157-0 69,231 347,149 ____________________________ 2 122 MIN ST H pp27.111 90-033)60-G 9,5737.131 ------------------------------------ 2 2 zz 120 MAIN Sr pp H 192-833392-G 153,060 541 1 388.401 _227___-_____66__zz_________________ '97�83 392'G6 777'7911 '•884:S46 11 ----------------------------------- 300 PACIFIC COAST HV H 4.662.445 88-450105 12,009,729 16,671,174, ---------------------- __------------ J SI1U5 000000 1, 250 PC. ntington Beach the City Clerk + Box 190, Beach, CA 92648 UX -���`�' • �• %� :L.•- t�:i . is 1' w ir'� .' _ • : — > ;;:.. OMOHUNDRO;-:kUART W. TR 8070 LA.tiGDON AVE #106 VAN NUYS CA 91406 024-159-08 ckway, City Clerk `' • ,�>ti .ntington Beach the City Clerk 6,\ Box 190 Beach. CA 92648 , . iRm ).11F •�� 0 IL lit JL k Pt0d Unkn•ctrm 1`10 Such ❑ Ins u;ficizr,, tiddr •: .`' ❑ - Reside Forwarding Order •` ❑' 204 S'uth +4•'•• acantIred '` : ❑ Hutitingtan 9Z to l�o yY D G'� Z' s 024-146-17 `'o, 8 �a Si ier Int ` •. ro o ;t YTYt�At.�inTrn�-_oltnlld•+_uCADlki(_' :kway, City Clerk ntington Beach ._•: ",_""""�__' .�---- the City Clerk Tc Ufa r� r- r n rl n �~"T B.• F • f�� rI. Box190 „ h0 alticFR s :s.Q;.:lsF���• r ��sS w Beach, CA�48i . _ SUCHN� •i" i � J � � � R "J �.� �1 i.i . � '� r.�.� + ;, ., �. UI.hJ Isrtd. mot{ =��` '-~- c, l 1 f• t l_ �+� r F v w ., c^�rtedUnknOWt1 3 F f:. Such Numbef,,4 - -, Insufficient Address• `-- Fonriardiaig Order Expired ❑ Resident -� IVa :}.It 4 rot Co. t r ❑ 2� Six GM acute No +..,o 0 4r Carrier Int e' H � eet 4-146-16,Beach, CA - 92648 l 't. *0 LEGAL NOTICE - PUBLIC HEARING w I.A. ' •r+f 9 i jl 1 1 ++1+ i a Ott Cierk ^,TM, clerk Ftnx 190 CA 92648 .may.- • �� NO •, �� Attempted Unknown Q No Such number Insufficient Address Q Forwarding Order Expired Q Vacant •,, � Q Route No Date Cartier ant LEGAL NGTIG BL1G HEARING - tt Mot Rtsident 604 Pacific Coast-& Huntington 024- �� ;•''row hj srS"r r q r11 {i f lsO �UC�, r/• 11)l R' IJ III) )J,JJt1,11,r1IJ1,11))II)rrrr) rll F 111 if � r �.• •+� ram_ ` �> : - S �— `Y-�+ V Z •' „yP��.�w�r••-I�•.�•� ��Y �� `.J .i.`. 1: � -. •:] ♦�..+ `i• .1� _`11.,J;� •+:l i=' `.-. i�;':wi:! _•Ty)� w..- -c Y+-. :k,ay, City Clerk ntingtOn Beach the City Clerk Box 190 Beach, CA 92648 Ockway. City Clerk Writington Beach )f the City Clerk 0. Box 190 i Beach, CA 92648 -,.p4 A 6..%- r. Att3rnpted Unknown ❑ No S'Uch Number Insufficient Address 13 Forwarding Order EV&red 13 Vacant <7- ^ ( E3 Route No 0 Carrier Int - Resident 519 Walnut Avenue liuntin5ton Beach, CA 92648 024-15-r 01 ry t% 125 Sixth Street Ir A., tan Tt",-h CA 07M8 ULA b I JING5���024-151-05 -kwxy C . -ity, Clerk the City Clerk r PDR, T Box 190 CA Q9AAR CS S 144 , Lh ING AN :M LEGAL NOTICE - PUBLIC HEARING RZ, -Z 3. IT X1411 10 k/ R c4t I! E 113 Sixth Strect:.- Huntington Beach; CA 926 024-151-10 _.•r u�erx ' 0. Box 190 'an Seac'h, CA 92W tkrvay, City Cierk inti gton Beach the Ci!y Cleric .Box 190 Beach, CA 92W 1NG. u4.4rft City Clerk �.-�. Beach 7 Cierk iw :. CA 92648 Resident: 128 6th Stet E : Huntington Beach, CA 92648 024-252-01- . 4�w �• -. 'tom, � ! f Resident 128 6th Street B Huntington Beach, CA 92648 024.152-01 -Q 128 6th Street A--lo .� 'U"tington Beach r 024-2S2•-01 r CA 92€r48 • LEGAL NOTICE - MUG vm"Mi 1 11 1 111 it ai 1 t i ,s -- :kway. City Clerk ntington Beach the C;ty Clerk Box 190 Beach, CA 92648 r. • Resident 128 6th Street F Huntington Beach. cA 92648 024-152-01 rockway, City Clerk _ ... _ .._. . -__ .. - .. -luntington Beach - r s `,�y' of the City Clerk + i" •".' i _ ` _ '' - .Q- Box 190 - ��:I an Beach, CA 92648 :: ti � v � • i � .. � � . , f , . ■ter - .rawa+..... ��► �a � •, .. :.M.--IlV- rW elf' City Clerk ntington Beach the City Clerk PtnY 190 Beach, CA 92648 Resident 128 6tl� Street I. Huntington Beacla," CA 92648 024-152-01 r� re - �- r,•� •r rt- ,CLA r is••.f rI:,S ins.:i. a us ,11t3C:Z 21 M j c f '; /41` xesxoent 128 6th Street G Huntington•beac�t,-.CA 92648 024-152-01 ` LEGAL NOTICE - PUBLIC HEARING - ray. City Cterk ngton Beach e City Clerk ox 190 .act;, CA 92648 --- w . C.1ty, Clerk Huntington Beach `u`ie C:Ity Clerk �. Box 190 uSl - ara h, CA 92648 __... x& City Clerk _-- . •y•v• uca4�1 a f'hy Clerk B^v 190 CA 92US Resident 128 6th Strebt-H Huntington Beacb, CA 92648 i 024-152-01 128 6th Street C Hu-ntington Beach, CA 92648 024-152-01 #: tiv iS V= 1 �•.�� 1 ttl �• �� •- , 128 6th Street D Huntington Beach, CA 92648 024-152-01 LEGAL NOTICE . PUBLIC HEARING Douglas Langevin 8196 Pawtucket Dr. Huntington Beach, CA 024-147-14 Thomas Wurzl 215 1#2 Main Street 92646 Huntington Beach, CA 92648 024-147-15 Richard Harlow 111 loth Street Huntington Beach, CA 92649 024-147-25 Gary Hatch 258 Bluewater Drive Parker, AZ 85344 024-147-37,38 Thomas Caverly 553 Temple Hills Drive Laguna Beach, CA 92651 024-147-26,27 Robert Smith 2015 E. Ocean Blvd. Balboa, CA 92661 024-151-01 Robert Koury Properties t Henry Volker 200 Main Street 19382 Woodlands Lane Huntington Beach, CA 92648 Huntington Beach, CA 92649 Huntington Beach, CA 92648 024-151-03 Robert Asperen David Byrd 121 6th Street 4800 Candleberry Avenue Huntington Beach, CA 92648 Seal Beach, CA 90740 024-151-06 024-151-07 William Reid Johnny Kitabjian 195 Claremont #339 2435 Bella Vista Long Beach, CA 90803 Vista, CA 92083 024-151-10 024-151-20 Ardem Horemian 2475 Queensberry Rd. Pasadena, CA 91104 024-151-26 Shirley Worthy 801 13th Street Huntington Beach, CA 024-152-01 John Chin Yen 18486 lit. Stewart Circle Fountain Valley, CA 92708 024-151-27 Frank CracchioIo 19712 Quiet Bay Lane 92646 Huntington Beach, CA 024-152-10 Pauline Cooper P.O. Box 723 Huntington Beach, CA 92648 024-147-23 Marjorie Decker 8877 Lauderdale Ct Apt. G-214 Huntington Beach, CA 92648 024-147-28 Don King 3036 Marna Avenue Long Beach, CA 90808 024-151-02 Ashoka Investments 129 6th Street Huntington Bech, CA 92647 024-151-05 Michael SchowIater 350 Freeman Avenue Long Beach, CA 90814 024-151-09 John Bogosian 2475 Queensberry Road Pasadena, CA 91104 024-151-25 Sav-Mor Oil Co. 5150 Wilshire Blvd. Ste. 100 Los Angeles, CA 90036 024-151-28,29 Victoria Lane 637 Frankfort 92648 Huntington Beach, CA 92649 024-153-04 Ann Mast Gary Mulligan Fawzi Abdelfattah 123 Thin Street 504 Main Street #/A 113 N. Main Street Huntington Beach, CA 92648 Huntington Beach, CA 92648 Huntington Beach, CA 92648 024-153-05 024-153-07 024-153-08,13,14,19 I George Draper 121 Main Street Huntington Beach, CA 92648 024-153-17 California Resorts 222 5th Street Huntington Beach, CA 92648 024-154-03,04,17 Frank Alfonso 5630 Vickiview Drive Canoga Park, CA 91307 024-153-18 Eldon Bagstad ` 901 Catalina Avenue Seal Beach, CA 90740 + - 024-153-11 If Adel Zeidan 200 Pacific Coast Hwy #443 Huntington Beach, CA 92648 024-154-01 Resident 204 Sixth Street Huntington Beach, CA 92648 024-146-17 Resident--- T---- -- �r- 201 Main Street, Unit A Huntington Beach, CA 92648 024-147-26 & 27 201 Main Street, Unit D Huntington Beach, CA 92648 024-147 26 &: 27 Resident 125 Sixth Street Huntington Beach, CA 92648 024-151-05 Resident- 119 Sixth Street' Huntington Beach, CA 92649 024-151-07 Resident 113 Sixth Street Huntington Beach, CA 92648 024-151-10 Resident Resident 202 Sixth Street 120 Main Street = Huntington Beach, CA 92648 Huntington Beach, CA 92648 024-146-16 024-154-03 a Resident Resident 201 Main Street, Unit B :.; 201 Main Street, Unit C Huntington Beach, CA 92648 . Huntington Beach, CA 92648 _ 024-147-26 & 27 024-147-26 & 27 r. 1 .A i Resident Resident :.t 201 Main Street, Unit E 118 Main Street Huntington Beach, CA 92648 Huntington Beach, CA 92648 024-147-26 & 27 024-154-04 Resident Resident 121 Sixth Street 200 Pacific Coast Hwy. Huntington Beach, CA 92648 Huntington Beach, CA 92648 024-151-06 024-154-17 Resident - Resident 117 Sixth Street 115 Sixth Street Huntington Beach, CA 92649 Huntington Beach, CA 92648 024-151-08 024-151-09 Resident Resident 604 Pacific Coast Hwy. 200 Main St., Suite 101 Huntington Beach, CA 92648 Huntington Beach, CA 92648 024-151-27 024-148-25 Resident Resident Resident 508 Pacific Coast Hwy. 504 Pacific Coast Hwy. 127 Main Street Huntington Beach, CA 92648 Huntington Beach, CA 92648 Huntington Beach, CA 92648 024-152-10 024-152-11 &:12 024-153-04 COULTRUP LABELS 7008d Kathy Henry Tom Fergin 313 6th Street 222 7th Street Huntington Beach, CA 92648 Huntington Beach. CA 92648 Peggy O'Neal Lloyd Edwards 308 6th Street Police Department Huntington Beach. CA 92648 Huntington Beach, CA 92648 i Gerald Barnes Rose / 308 6th Street 3 r �t Huntington Beach. CA 92648 u gto B 4CACe� Ted Scuba Garnol Brock 320 6th Street 306 6th Street Huntington Beach. CA 92648 Huntington Beach. CA 92648 Ca S b Elaine b Pete Paxson 20 6 tre 415 Townsquare #305 Hu ngto ach. 9 46 Huntington Beach. CA 92648 11. a Walter Stewart 140�6 e ac �� 220 6th Street Vn inr n �e , 9�54� Huntington Beach. CA 92643 Yvonne Littler Don Galitsen 10351 Shangrila Dr. 9770 James River Circle Huntington Beach. CA 92646 Fountain Valley. CA Occupant M. Tater 310 1/2 6th Street 16136 Twinkle Cir. Huntington Beach, CA 92648 Huntington Beach. CA 92649 Susan Hamm Mike Uberuaga 310 1/2 6th Street City Administrator Huntington Beach, CA 92648 Scott�HessCame1 t A ar Jcannint Tatar 10062 fKarrimac Dr. Huntington Beach, CA 92646 , Denise Danaors ZOS 6th Street Huntington Beach, CA 92648 f Lee %Dcsthekian 205 6th Street Huntington Beach, CA 92648 Susan Roper 205 6th Street Huntington Beath. CA 92648 John Wing 205 6th Street Huntington Beach, CA 92648 3o Christian -Craig C/O Beach Store 120 Hain Street Huntington Beach. CA 92648 128 6th Street C -Huntington Beach, CA 92648 024-152-01 .KesicenL 128 6th Street U Huntington Beach, CA 92648 024-152-01 xesiuenu 128 6th Street B t Huntington Beach, CA 92648 024-152-01 Resident 128 6th Street r Huntington Beach, GA 92648 024-152-01 Resident 128 6th Street G Huntington Bead►,, CA 92648 024-152-01 Resident 128 6th Street H Huntington Beatbp CA 92648 024-152-01 Resident Resident Resident 128 6th Street I 128 6th Street A-10 rr 201 Sth Street ' Huntington Beach, CA 92648 ':= Huntington Beach, CA 92648 Huntington Beach, CA 92648 024-152-01--'��-_` '. 024-152-01 024-148-09 . Re�dent .`` Resident ;; Resident _. f517 Walnut Avenue 515 Walnut Avenue 513 1/2 Walnut Avenue Huntington Beach, CA 92648 ! Huntington Beach, CA 92648 �� Hutington Beach, CA 92648 024-152-01 024-152-01 024-152-02 California Coastal Comission Jon Coultrup South Coast Area post Office Box 1270 245 Broadway, Suite 380 Seal Beach, CA 90742 Long Beach, CA 90802-4416 Resident 470 Pacific Coast Hwy 42 Huntington Bech, CA 92648 024-153-11 Resident 470 Pacific Coast Hwy 45 Huntington Beach, CA 92648 024-153-11 Resident 519 Walnut Avenue Huntin ton Beach, CA 92648 024-159 01 Resident Resident 470 Pacific Coast tray #3 470 Pacific Coast Hwy 04 Huntington Beach, CA 92648 Huntington Beach, CA 92648 024-153-11 024-153-11 Resident 470 Pacific Coast Hwy #6 Huntington Beach, CA 92648 024-153-11 Resident 128 6th Street A Huntin ton Beach, CA 024-152-01 Resident 470 Pacific Coast HI'y 47 Huntington Beach, CA 92648 024-153-11 Resident 128 6th Street B 92648 Huntington Beach, CA 92648 024-152-01 i Fern S. Larson 4134 Country Club Drive Lakewood, CA 90712 024-145-10 Walter Barnes 202 7th Street Huntington Beach, CA 024-145-19 Merle E. Cade James Osterman 17532 Metzler Lane 520 Meadow View Huntington Beach, CA 92647 La Canada, CA 91011 024-145-121 13 024-145-18 Theresa Whaley 19431 Ranch Lane 92649 Huntington Beach, CA 92648 024-145 22 Daniel Salerno 504 Pierside Circle Huntington Beach, CA 92648 024-145-24 E. A. Byers 213 6th Street Huntington Beach, CA 92648 024-145-34 Susan Roper 203 6th Street Huntington Beach, CA 92768 024-145-37 Scott Vyduna/Randall Vyduna 210 7th Street Huntington Beach, CA 92648 024-145-25 Brian Relin 215 6th Street Huntington Beach, CA 024-145-35 Lee Roy Mooscheldan - 205 6th Street Huntington Beach, CA 024-145-38 Michael Tater James Briggs 16136 Twinkle Circle 14312 Willow Lane Huntington Beach, CA 92649 Tustin, CA 92690 024-146-03 024-146-06 Blanche Wood 201 5th Street Huntington Beach, CA 92648 024-146-09,10/024-I52,11,12 Choong Hee Rhee P.O. Box 1041 Huntington Bech, CA 92647 024-146-14, 024-151-07 John McRoberts 206 7th Street Huntington Beach, CA 92649 024-145 23 Douglas Mi hra P.O. Box 505 Huntington Beach, CA 92648 024-145 28 Jake Meyer 2674 Queda Way 92648 Laguna Beach, CA 92651 024-145 36 Ruby Scott 7821 Talbert Avenue 92648 Huntington Beach, CA 92649 024-146-02 Kamal Shankal 17220 Newhope St #106 Fountain Valley, CA 92708 024-146-12 Andrew Stupin 3701 Birch Street #210 Newport Beach, CA 92660 024-146-15,024-147-03 Andrew Stupin 3701 Birch Street #210 Newport Beach, CA 92660 024-146-07 Tadashi Nakase 10171 Northampton Avenue Westminster, CA 92683 024-146-13117,19 Bernard Davis 607 11th Street Huntington Bech, CA 92648 024-146-16 Freddy Aw William Gallegos Clyde Ru iaotti 15258 El Selinda Dr 210 5th Street 19051 Holly #J11 Hacienda Heights, CA 91745 Huntington Beach, CA 92648 Huntington Beach, CA 92648 024-146-19 024- 147-05,30 024-147-09 •�+ cl M. Connie Brockway, City Clerk City of Huntington Beach Office of the City Clerk P.O. Box 190 Huntington Beach, CA 92648 V U i1 III NTY G STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES A SACRAMENT A V"8'2S v� r' 6� y123 Um �� LEGAL NOTICE -PUBLIC I-iEARl�lG t Connie Brockway, City Clerk City of Huntington Beach Office of the City Clerk P.O. Box 190 Huntington Beach, CA 92648 LEGAL NOTICE - PUBLIC HEARING OM011UNDR0, STUART W. TR 8070 LANGDON AVE #106 VAN NUYS CA '91406 024-159-08 Connie Brockway, City Clerk City of Huntington Beach Office of the City Clerk P.O. Box 190 Huntington Beach, CA 92648 ti o�01 1Ni;Tpy y Q LEGAL NOTICE -PUBLIC HEARING y TIiEFMA WHALEY 19431 RANCH LANE #105 IiUN ING"MN BEACH CA 92648 024-145-22 Connie Brockway, City Clerk ......, - City of Huntington Beach r,,. ., ��G I e� o`�, fi-, ; V qIs 74 i " Office of the City Clerk ti �:.111:i "i •�' ' ; Box 1 � ; u 11 Huntington Beach, CA 92CA8 �r��N�iNcjoy�. LEGAL NOTICE - PUBLIC HEARING -7beresa Whaley , 19431 Ranch Lan s, Huntington Beach" 024-145-22 Of Nr,� pO �'£ss J Am trt.;1-uv1rADDrF S^ . r�lll. In 11J5f G'!: ADDREZZ CW T(r ..,: tiCIF1CA1'T. ca UNIT r,,mr,t! �a A ;kway, City Clerk ntington Beach the City Clerk Box 190 Beach, CA 92648 LEGAL NOTICE - PUBLIC HEARING kway, City Clerk Frank Alfonso ickiview Drive Canoga Park, CA 91307 024-153-18 [III I III I ItIl 1l1111111111111It 1111;111 ltin ton Beach he City Clerk Box 190 ., 3each, CA 92648 C�Gr j�� lr CSC JakeFZuY - 2674 ay Mrot Laguna Beach, CA 92651 024.1415-36 •'°•.•,, ��' :-�.-� • ` 9� *� � t� r�74 "'' 92la513fl0 Es •L'.' i2 Gbi:3a93 —. FURWARDING TIM•' EXPIREa HEM --_ `_HUNUNGTEN BEACH -CA=92b4d-04•�_2 R£TURN : TD _ SNDER - - LEGAL NOTICE - PUBLIC HEARING7=1._.•�111,,, ;�r„11,,,1„1,,,�ul�,�ti„s11 ui: .. .•..- ._ ti `•. -. _. .. •ems: _ .:L:, � _' i xkway, City Clerk untington Beach f the City Clerk I Box 190 i Beach, CA 92648 Frank Alfonso - 5630 Vickiview Drive n • =.; Canoga Park, CA 91307 1j r : 024-153-18 LEGAL NOTICE — PUBLIC HEARING it 11 1 too T .•� � _ -ti- y,' .. .... . r�«�. .• ,. .. rf. _yyy. rw•rYa L/AvtJ`a.��' C.�1/r .w .:.�:::..1wAytG:a.J- .. ._.... w • - xkway, City Clerk V 7 ! wkTyq� i 1` oz]ey `Oq untington Beach F / ra 'o - - --~- f the City Clerk , Sl4�f r` : f�!_.' 8 ✓1PJI f�._; �'S ). Box 190 i NO {.� � .�� G��•�,..-S'�=; �_ti., :: Beach, CA92648 �zt' SUCHI!,,... .,• _ ,r , JUN21 �i h s"`�•6t { ti �' . .. ��-�•r. - `P a f, .r . r ' T ...J •�- �,amp�ed Ljn%rlowtl tSo Such Number Resident''"`` Insufficient Address � .• Forwarding Order Expired 1 �7 S• itiVGTpy Vacant ..� Date � 4-151-0 r° `� � Route No Carrier Int -NOSEf 'Nt`t LEGAL NOTICP - P1121 M. HFAMMr, 11l1l,l,1,1l11FFl1Fl11!lL11��!lF�I1I!!!!11lFl1F1F�I1!!Fl�1,1I City Connie Brockway ,,,' •, ' of Huntington Bea; t r r City f �; :(' ;' �, e.3+�• E:,.1'Ll �,, .� Ottice 01 the City Clerk . P.O•60090 ArrEl'.1P��7� � _'.�.,.......,.....---�--� .. • Huntington Beach. CA 92648 . . meted ��'�°� �~ �`\• No su ht4umber L 1nsulclBntA ddress. €xpired �1r�tNiatn S Boa�h� CA.9264 ' 'Forwa�din9 Orde' � � unli�glo� - • '• � NAINGT ant n A� NO pate - - C o Z ^[1K~. PUBuc A - BEARING . - F�QU�S� `ate LEGALND�tiC� - _�_ _ . ---• - ' ._ •.-. :onnie Brockway, City Cferk City of Huntington Beach Off ce of the City Clerk P.O. Box 19D quntington Beach. CA 92648 �t�i1NGTpy�eN T onnie Brockway, City Clerk City cf Huntington Beach Office of the City Clerk P.O. Box 190 untington Beach, CA 92M • . .sLis�w 1.1i.1S r; Resident �*•..r 204 Sixth Street t"`"'• L . FO�tivAPDel) EXaorti.- Huntington Beach, CA 92648*• , �P24446-17 P, LEGAL NOTICE - PUBLIC HEARINGloll ,,,,111 f . i It �,' '.xLy �- • � L `fry'_ ..�' �,t. .-.--_:c:�„ ,..•� '� C�`,s i _ '�'_ ram— wwiam xeia 1 195 Claremont #339 Long Reach, CA 90803 _ _... •.. _ . .: _. .-_ _ ; ; 024-151-10 .. LEGAL NOTICE - PUBLIC HEARING 111111111„I,11,lilt 1„11,11„rl 1���iJlrrrrr,II1r1„11,rri inie Brockway. City Clerk ity of Huntington Beach Office of the City Clerk i Box 190 itington Beach. CA 92648 Sft Jake ley r 2674 u a Way Laguna ch, CA 92651 024'r -1M Divr-Kwdy. L %,I Ly�v141 1% -y of Huntington Beach Mice Of the City Clerk P.O. Box 190 tington Beach, CA 926548 0 r,. P f, !% f! *- %f 0 URN 10 WMP 400:5M Forwarding Time urftpA LEGAL NOTICE - PUBLIC HEARING -4, Wei -ul 2 1 -1.3 `rat t STATE QF CA FORIlle- T 0 DEPARTflEN OF GEN LSE ICES 650 VDWE,. VE s77Tro CA 95825 )nnie Brockway, City Clerk ,ity of Huntington Beach Office of the City Clerk P.O. Box' 1,90 X intington Beach, CA 92648 William Reid 195 Claremont #339 t2 :Long Beach, CA 90803 LEGAL NOTICE - PUBLIC HEARING -inie Brockway, City Clerk RY of Huntington Beach Office of the City Clerk P.O. Box 190 Itington Beach, CA 92648 11131 1111 1111111111111113 fill L 11 �b U� CQ 7 I F f 11111111 11111111111112111111 1111111111111111111111111 1`111111d 01" Frank Alfonso '� W4" ickiview Drive Canoga Park, CA 91307 Zoe I O�- �15 > 024-153-18 w Connie Brockway, City Clerk City of Huntington Beach Office of the City Clerk ��`- . `�`+`�"„► ; `' ' P.O. Box 190 Huntington Beach, CA 92648 1` r"'`r � .... ram♦ � '• r r 1r� . I 7.� .. . Y ry H C' 'Slrrnfrl! +� , f "•!,Resideilt h �•.P"�".202 Sixth Street Huq nfMnj3mch, CA92648 LEGAL NOTICE — PUBLIC HEARING Connie Brockway. City Clerk City of Huntington Beach Office of the City Clerk P.O. Box 190 Huntington Beach. CA 92M 1 j'x'j r4R i tnyf a fide sfMnf� 1 1.1 1;;'1111 Z "�l., 'r ref,l�F1,1111,illrl„1I111{tllul{11,111�1{1,f 1 1 14. ,•tp w... '..r .I r �• ri 4' f ��`,,ttJ �•w"n"{rr �-•�" � L�r ` f1r� 1 L �cp(1N1Y `P� LEGAL NOTICE — PUBLIC HEARING CMOHUN6RQ, STUART W.. TR'-''\ 8070 LANGDON AVE.1106 VAN NUYS CA-9,1406 024-159-0F3 '•� .46 11011log 111111,11111111111oil 111111111111111Id11111111101.11.1 Connie Brockway, City Clerk City of Huntington Beach Of ice of the City Clerk P.O. Box 190. Huntington Beach, CA 92648 ���M�IHGTp� �O ,.fA••rff,f B C.J yCF ��r +t nee-`° \�C c��Nr1I �� ' f T .i.r�i i . �• Attempted Unknown ,4 —_—,�� 'r, No Such Number Insufficient Address ❑ ATrEAfprF✓ ;,t()r Kt�p:v� Forwarding Order Expired ❑ Vacant \f �0( � - ❑ 2 6th Sn Route No Date Streetr: Carrier Int Huntington ]leach, CA �91648 024-145-35 - - r;31cz '-" 9� 3'43'•F005-111 --GeEIRDER _ FETUR.N . itl . DER LEGAL NOTICE - PUBLIC HEARING r ~. _ - � a - .. Connie Brockway. City Clerk 1 - —�� - -� !� - ~ EM E:2 A" City of Huntington Beach -- Office of the City Clerk ` ' ,- ^ ~ • . , ; ' a :^= ;'. r �l •- tit .1� J\ �`` T �':.�• P.O. Box 190 1- Huntington Beach, CA 92648 ° Such f4umber < �` •- lnsu; ficient A r Liu, ess ~ Fortrrarding or Brian Relict Vacant r F-xp!red 215 6th Streit �u klIN STpy Route NOV 801 �' Huntington Beach, CA 92648 /••pE ,�;,,.�..,.e �F' Carrier jn Date �` ❑ (0A.1 �S U t.-.r�.RETURN. ayC�. •r rr nre •° �� �ouNt� yr IMIC VI 11.0 Via), vrorn P.O. Box 190 Huntington Beach. CA 92648 LEGAL NOTICE - PUBLIC HEARING' • i • -r LEGAL NOTICE - PUBLIC HEARING r"M FORWARD S� 4! _... or",,N �r•A r �RET.tRN. BENDIER Clyde l+szzzotti 19051 Holly n 11 Hunting'to,-t Beach, CA !111i, 7-09 92648 fir;{fi t7j,� iN I'u t �nU D%i0r-- 6-4 FILE TO SENDMR #4e IILI. III r If 11 Is l llr ItoI I Ito 1 11 11111111. Jill.. 111 l:l llll Connie Brockway. City Clerk City of Huntington Beach C ��`� �— �r•L' 1'n'' Office of the City Clerk P.O. Sox 190 Huntington Beach, CA 92648' NOSVC k0•�+ a �'•i: a [: (. �:. yL •~� ' A. Attetrri'Yd l]nknl�a i'=•� f "f ►� ��`�o,. No Such N.1101:r a �w�Z in.,ufficlert Ati•ac Expired ❑• !; o%ent ' i f• r �orrlinEs Ord r1i4NGT Forrp r 4- 414ut avenue ; �',a.,.�.��' Vacant for Date ��--- 3uijtiiigidn`Rch, C'A 92648 Route No rU,���=— ` 1 -1 ;J `' y Carrier int �!- —_- • • •' , 9yCF �'tl 1! ts��► ��OQ 41N:. OSU 1 r}�f.. f • .� NTV �p� ����•, Cy LEGAL NOTICE - PUBLIC HEARING �'E���•.,��� 11 1��� Connie Brockway; Clty Clerk City of Huntington Beach Office of the City Clerk X. ` A' :1+ `•,, k'�> P.O. Box 194 No'::�� > ,..s s >ti *0 � � � S. �� i l I IL ' '• Huntington Beach, CA 92648 � S � . 1 . ; .- 410-w..ir���--- -� (�1 T f �+}1 1 -...�.. . 11'i1.1 1 �1. 1�� �i'�.� .151 4T �r.�n Attempted Unknown '�" .z - • '�`~ , No Such Number Insufficient Address ❑ Resident zz jiorwarding Order Expired ❑ 506 PacilEo�st Hwyy'+• r0 /n nt 17 Ftuntington atrh CA 426��' No Date z ri Int NT 4-1 -II &� sl .�' � , . V I*2'�. e , SGC' LEGAL NOTICE - PUBLIC HEARING (iltlift r,. Connie Brockway, City Cleric City of of Huntington Beech - . - w ""` /'c, ` Office of the City Clerk U �'• rr v P.O. Box 190 t•`t ``' J ,� P to e* r" :1 11 i � l:i�J i�i '� `�'' i• Huntington Beach. CA 92648 �'"�'"tiro JJ "+'� 1� `' L 0 r C''N +i1: P jo, , rY0 SUCH f , ��•� Attempted Unknvwrt .w --. — �esid�,. No Such Number ❑ Ocea maven elnsuffl ientAddress fired /420 Huntingtd— caCh`�A 926484�' Order 1=xp �� " -i _• q�, Forwarding ❑024-h'�„ U 1Jo Q Vacant Z ' -•'._ NV No Date ��'"`•�-a -., M�ER Q� Carrier Int-' J yc .. �couNiY LEGAL. . NOTICE — PUBLIC HEARING tt,I,,,,r,t,tt,,,c„cif,t„t,cf,,,ttftt,,,fccf,fc,ttr,„,If,It Connie Brockway. City Clerk City of Huntington Beach Office of the City Clerk P.O. Box 190 Huntington Beach, CA 92fAs 1INGT Nr N° U. Srhn'F"I ! �t fir; r C11 �yUrNr•�-rra.r%..�.► w w.. . �•T541 , 1 Attempted Unknown '`��. No Such Number Resident i;nsufiiment Address ❑ 4p4 Pac' Forwarding Order Expired ❑ } b3stjlwy. Vacant ❑ Huntington Bench;. CA•92648 Route NODate tea' 153-15 Carrier IntIT tir1 f n /! LEGAL NOTICE — PUBLIC HEARING; N Connie Brockway, City Clerk City of Huntington Beach Office of the City Clerk P.O. Box 190 Huntington Beach, CA 92rA8 �o���NutNCTp� - -` I S 7 9 4C yc��p�lYiY\ '';,:f ,1!,4A. �t•�l � Vi, Ii '} .ji1' 5 4" ❑ Reside!�, ❑ 10g Avin t ��t '.. ❑ Ticmtington Deach, CA 92648 $'--- 024-153-13 � � r LEGAL NOTICE - PUBLIC HEARING Attempted Unknown No Such Number Insufficient Address Forwarding Order Expired Vacant a C Route No Date Carrier Ir�t Connie Brockway, City Clerk City of Huntington Beach r± ''� �AS"I uh a: Office of the City Cleric r , r ! r R e.it:�.�"'4. a� P.O. Box 190 "� s a rd , !i r p •� ,x 3 1:125 !0 'y Huntington Beach. CA92M � rN,}r. �oiJS/ I:iCtAl �, •.. .i .:rye• ` ..:'',.�. attempted No Such Number Insufficient Addross Resident i , • : `' ,. FonWardirg Order EvIrod 005 WaU9ut AvrwPue , ti4$ Vacant ton Beak �,� � � � Hunting }—� 1=L • Roane Noi,�-: ( Dete (0 Z6 © ov-,451.05. Carrier Int T .y�v�1 • � inn n 1. LEGAL NOTICE - PUBLIC HEARING , 4 Connie Brockway, City Clerk City of Huntington Beach Office of the City Cleric P.O. Box 190 Huntington Beach. CA 92648 0 4 � L 4R4nR A `'tF n s`/ Attempted [n'irt�Wr No Such Number P ❑ ? ' ' {� Insufficient Address ❑ � gsient rOrwarding Order Expired ❑ 115 Main Street Vacant ❑ HuAington Beach, CA 92648 Route NoSIpate ) 024-153-08 r._..% Carrier Int 1 LEGAL NOTICE -- PUBLIC HEARING ' I:, I,a„r,t,tt,,,t„tt„•I.,,, I tt Connie Brockway, City Clerk City of Huntington Beach Office of the City Clerk P.O. Box 190 Huntington Beach. CA 92648 bt ,$1, fie « �•.•... — �..�..�,.. aEiri���i Yr�Z�! �'. 'J� . �j� `t 4 �� •j% *�/ ;; i Attempted Unknown13� No Such Number ❑ Resident ` Insufficient Address ❑ 126 NiSin Street..•.=� Forwarding Order Expired ' Vacant 0 Httntington I3cach; CA 92648 ❑ Route No Date 024-154-01 h Carrier Int +• 1 ti :' LEGAL NOTICE - PUBLIC HEARING N Connie Brockway, City Clerk .... City of Huntington Be �;s, •� •' + ' Office of the CityCler r {; ��' r? ' P.O. Box 19010 q�, i9tf s..� �;I?`� •, ' f . %' ' ,: °� Huntington Beach, CA 92&t else, ° t 2. 'y �4 i; �` { 1 ' •�' ' 11�C�NT CgNT , •- ~ ' Attem prod Unknown Resident No Such Number 105 Main Strect .; 11ZtNCInsTpN Forwarding t'Mcfent Address Huntington I366,-CA A 92648 j �p ` � w•..,,rw , g Order Expired 024-153-14� . 9 _._ _- .t, q� Vacant y Route �'• �+ y — - No Date���� � o .q,.rosv: Q Carrier ��i'�`-`-�-� NTY LEGAL NOTICE -PUBLIC HEARING r- Connie' Brockway, City Clerk • City of Huntington Beach r Office of the City Clerk P.O. Box 190 �^a t, Y ff, ... ,� 1r r ;.... •, �� Huntington Beach, CA 92648 ° r .; ro"sfi. is .i �i ;,; stir ' • -'� . +. Atteted Unknown Resident No uch Number 119 Main Strcct A. k�ptljlMGTpN S insufficient Address Iiuntington Bead, CA 9264$ f. 1 tip �,"••»•1" 8e9� k orwarding Order Expired 024-153-18 i `+,, Vacant .: I %�.-- noute No c. .; �yC •,, ;;�`, .: �pQ Carrier Int LEGAL NOTICE- PUBLIC HEARING ' 1 J Connie Brockway. City Cleric City of Huntington Beach ' Office of the City Clerk P.O. Box190 ' Huntington Beach. CA 92U8 ��tLZINGCz tp it r � �1 �r {1 '� .'4 7 It j O.94- Attempted Unknown W No Such Number ❑ InsuNicient Addd�r �x�ired 13 Forwarding 0 , ❑ etc)"oat Vacante Route No �f C�t'ier Int . LEGAL NOTICE - PUBLIC HEARING Resident 400 Ocean Avenue Huntington Beach, CA 92649 024-15A11 NO -( r,-� c. •' �II�r.� Mw,rMr•r41f il•• ��"•� :•,.wn;►..•„ry '.<,41r :'ir: y..M:�S..r. d,•. . • � ... .. i Connie Brockway, City Clerk City of Huntington Beach r Office of the City Clerk P.O. Box 190 Huntington Beach, CA M8 01 -1-f �INGro� It fill NTY Ij O $C}! -r19 ( •`/? Resident 409 Ocean Avenue Huntington Beach, CA 9264SAttempted Unknown 0 024-153-12 No Such Number OnsufRcient Address ❑ Forwarding Order Expired ❑ "Jr ' Vacant ❑ p .Jf ; .r. Route No � S•!'Cf� •- . � Cnrrif�r Int !.� -� LEGAL NOTICE - PUBLIC HEARING Connlo Brockway, City Clerk . a 1 City of Huntington Beach ; Office of the City Clerk Q , ' �„ t P.O. Box 190 ?r � Huntington Beach, CA 82648 , �rq i is •:r ��� t, t �. ; f, '; ` . ' - i ted Unknawn r.,o Such Number ❑ i�r r^9� _�. trssulficient Address ed ❑ . ` .r.:^, .. Order Expired !, �J Forwarding Lp! Resident ti : �tltlNGTp Vac tetNo Oatct r.---� 204 6th Street Rou Iluntington Beach, CA 92648 =-_ -_•'_• �9 Carrier int 024-146-17 y y • ,os. ..� .. CF`Qu111 1 y�`\� ' rhAf4 r1 NOTICE ILEGAL- PUBLIC HEARING cry T , i. S� �• •� .. �T........«a.«.r..A—rr�r...wy...:rr�uv.�:s5��r.r....+.......�... r.. ......w... ..r.. �r...w... r. .. - .... .... ........r —.��.— --�--�.w�..► 'r •'• '' '•' Connie Brockway, City Cl Fk •�'. •�""�'it ...... .... .... 'Y City of Huntington Bea. Office of the City Cle .. P.O. Box 190 sr - ..J-� ' j. Huntington Beach, CA 648 !Vp "ors ,'Sy + •3 T i, :; J :1 /prt . i ,S \\\ ` I . . .Lrt� �1 QE� • • ,. PO tv uAf NJ)knQ`-' ' �. ,., AttempteAp d umber R idenC -.., i Na Suche lett Add,' d 100 - 6th Street''�'�"*a k���11HCIpy i ouWardin4l order spire anti 7 .BCach,-CA42451 6 $• , . ,`i - • 9 Vacant �c/O'pet ' :' R� .y •,•. i � �� •�• 'f+ � Route ty ��. carrier }nt f :-: •., No SUC otle LEGAL NO/ICE, 40 • Nr1 r•, , _ T ' • 5 r' i ! ''a. 4 . • ••1 r ' ''L F f :�i � 1 r'L jra4—a � ' a i .• •. �• .r . " +. ..• ; ' S' a f �.,,, .. r'.'. }, ' ,`'• •~ '4a �'j: ! 1' ' "' i,/i 1'�.. ^:. �,•,•• �r ••' -. ii .'•' ',' .+ c 1.,, s'. •SI ..t-o i �i�: 1.'•.v,. a7� r -l. a.• � :a. ,. , •r.' - s .'` r' {{ ,. r'�, ��rT�,, `�: i+i �;r', �t �•.�,',•: r �j .�- '.r • a ., '' r... .. ' . �, ' :-` {,;•M,•;f•"!.:!�z}K.r!'s•��tifa�'N5'..Jrk".o�.c�!..i�:•r..;r • � :t _�,'"r. :...�.. ... .. Connie Brockway. City Clerk rr.. ;. �i City of Huntington Beach 'L e• r, +'1 �' Office of the City Clerk st"olA P.O. Box 190 NO Beach, CA 92648 SUCH -•+ i I, i . ;3 ::: i . '� Huntington! a �;` �+ M� .. NU�A� i J i. • S ' : P' •'.� r►,II�M� +�ti .� ,_ rT " '.+...� ✓a+.r�..r.an..,..•. r ...w \ /' S 1 1 s Attempted Unknown /•Yw„�*-„�:;�+: } . No Such Number Insufficient Address Forwarding Order Expired ❑ �`''~ s�tcrat / Vacant y� so' i�v' 1H&oute ho�r•`,•A264$2ntngtaachCA ra Her tilt '; .—,,,�''."•' . 43,1 0� •r, 4 f•a,'•�,. ; �} V � I �+�( �� 7u `ter 1 y''-'" .Z'•�w•`� 'r0 S+v t,1 sr�n{" . x!r. OQ T�o C`7 N 1 •" .t ��`r�'e nr' �• (j494 p uNTI LEGAL 0 4C6voP 7 ��( r ~`":Jv •--.. .1 , r5 •1 "' ' 'IC' '• � .: 1, 1,'1 1 r'• � , `! yti•. P. -1 1.... ! .a '1. ��••rCC�.'1 'e. !• 'a. P. r• •r,',� •'Lae' a • ' , ti_ Petition By signing below I signify my support of the development of Block 104 and Block 105, as proposed by the Main Pier Phase 11 Partners (Alfonso, Bagstad, Cracchiolo, Draper, Mase, Mulligan and Coultrup), whereby the old buildings will be remade or built new so the entire blocks will look like new. An incomplete Downtown hurts all of us who have our businesses and investment in the Do-.vnto Am. I intend my support to signify to the City Council and City Staff that I want to see the quick completion of Downtown's Redevelopment. I hereby support and favor the development and build out of Main Pier Phase II, BIock 104 and 105, those blocks d by PCH, Main, Walnut and 6th. . A17� / /% re a �r OF Signature I Print Name Print Name Print Name Print Name Print Name VAS nt Name Business Business Business -f F� Business Business -r 4ri t I Print Rame Bu mess Print Name Business W J Date Date Date Iz -y; Date Date Li74 93 Date Date Date 4 z_/zz �Qnature Print Name Business batC Print Name Business 7/E Z HUNTINGTON BEACH BEER COMPANY 201 1.13in Street Huntington Beach, CA 92648 (714) 960-5343 i✓ M_ Y July 1, 1993 C" Cl rM Honorable Mayor and City Council 2000 Main Street r Huntington Beach, CA 92648 Re; Main Pier Phase 11- Development of Blocks 104 and 105 Dear Mayor Grace WinChell and Council Members Bauer, Leipzig, Patterson, Robitailie, Silva and Sullivan; After studies and comparisons, I chose Huntington Beach over several other sites for setting up the Beer Company because I came to believe and respect the efforts the City and the Redevelopment Agency and the people of Downtown and its developers have been putting into revitalizing its Downtown. My partners and investors agree with me and together we plunged our capital and our lives Into the Downtown. l have found this adequate space in a now building and in a good location and went through the trials and tribulations of setting up the Beer Company and getting its operations off the ground. It has not been easy; fortunately, we do produce good beer and our reputation is malntaining itself as a good one. Presently I look out from our second floor business onto the backside of Blocks 104 and 105. We see the new Abdelrnuti building and its tall elevator shafts and tower. We see the old parking lot and the backs of several of the old Downtown buildings and the bloack-top parking lot of Block 105. It is all very tawdry and despoiled. I apologize to my customers for this. I also say to them, to myself, to my investors and partners that someday it will be new and clean. Imagine the impact and pleasant feeling our customers will have when they can look out onto a clean parking lot and npw buildings on both sides of 5th Street! We have a very direct and selfish irttcrest in seeing that the Main Pier Phase II project get going. We need and want the view of a clean neigborhood. For this reason I have followed the Coultrup Project closely and am an ardent supporter of it. I particularly appreciate the effort they have made to work with the village scaled version instead of the larger prc�ects I have heard were proposed in the past. __9 I am glad the Main Pier Phase 1[ Project is ready to go. We need this project to get going so we can clean up what we look at. This continuation of the Downtown development is what is needed to keep our town alive and get it finished. It is important to finish the Downtown as quickly as possible. Please vote in favor of the Main leer Phase Il Project. Sincerely. `1 v, .. Lc The Huntington Beach Beer Company Peter Andriet President and Owner cc: Mike Adams Barbara Kaiser Mike Uberuaga L93-52 Galitzen Properties 9770 JRmes River Circle Pountslin Valley, CA 91708 (714) 963-3442 July 2 1993 Honorable Mayor and City Council 2000 Main Strcet Huntington Beach, CA 92649 Dear Mayor Grace Winchell and Council Members; RECEIVED CITY CLERK CITY OF HUHTINCTC'► 5;AC4. CALIF. JUL 6 2 53 F11 '93 I am an apartment owner and operator with several properties throughout downtown Huntington Beach. I have a property up 6th street and across from where the contemplated Main Pier Phase II projeet will be going. I would certainly not want all of 6th Strcct to be red -curbed as was earlier proposed, but I do want tho Main Pier Phase iI project to go forward. It will help my property values and my business of renting apartments to have a clean neigliberhood instead of the torn -up and blighted areas we Currently have. The Redevelopment of Downtown has taken it long time, and the first results we cre seeing are Sood, but not enough. We need to continue uith the redevelopment and as soon as possible. I have seen the plans as presented by Mr. Coultrup and the Property Owners of Block 104 and I like what tl:ey are doing. Their project will be a good addition to Downtown and will remove a real eyesore area. 1 believe their project will inspire others to clean up their areas also - Plcase vote to support and promote the Main Pier Phase IT Project. Sincerely, "�C"c Don Galitzen cc: Mike Adams Barbara Kaiser Mike Uberuaga To'd A..L`lHMIZA I Ia"cl at.aI7.LS"03 Zz: 6 THE BREADCRUMB 215 Main Street Huntington Beach, CA 92648 July 2, 1993 Honorable Mayor and City Council 2000 Main Street Huntington Beach, CA 92648 Re: Main Pier Phase II - Development of Blocks 104 and 105 Dear Mayor Grace Winchell and Council Members: chose to be in Huntington Beach because I wanted to be near the water and I felt there was opportunity here. The promise of the redevelopment Downtown helped spur my dreams for a good future. As the Downtown changes and grows, as it becomes a clean and pleasant environment to be in, my business will prosper. Even now, the amount that's been done has helped my business. But it is still tough, I have summer crowds to look forward to and the lack of crowds during the winter. Adding residential components nearby downtown will help boost winter -time business. Cleaning up and adding commercial will help increase the ability of Downtown to cater to its customers and invite them back. want to see the Main Pier Phase 11 project move along. I want to see it get finished. It is important that all of Downtwon get moving ahead and as quickly as possible. It is important that our "front door" be cleaned up and that Downtown present it best foot forward at all times. like how the Coultrup project is planned and how it fits with Downtown. Completion of this project will remove at least one blighted area. Completionof other projects will remove all the blighted areas. Hopefully within my lifetime if not with the next two to three years. ask that you support the Main Pier Phase 11 Project and get it off the ground and on its way. Thank You Brea b a awre Proprietor cc: Mike Adams Barbara Kaiser Mike Uberuaga s , D-11 � J Steve & Maxine Daniel Proprietors ROCKY MOUNTAW CHOCOLATE FACTORY 200 Main Street, Suite 106 Huntington Beach, CA 92648 (714) 969-0795 July 1, 1993 Honorable Mayor and City Council 2000 Main Street Huntington Beach, CA 92648 Dear Mayor Grace NN inchell and Council Members; Maxine and I have set up our business in Downtown Huntington Beach because we believe in the future of the Downtown and that our investment will prosper. The imminent growth of the Downtown is important to us. You can understand that we have felt like a yo-yo with the back and forth yes it will go, no it won't with the proposed Downtown projects. We are happy to hear that the Main Pier Phase II Project is ready to go. We have reviewed the plans presented by Mr. Coultrup and the Block 104 Property Owners and favor the project. We believe that the construction of Block 104 and 105 as planned will be an important step in removing the blight from our town and in improving our business conditions and our image to the world and in improving and supporting our investment. I urge that you vote in favor of the Main Pier Phase Il Project. Sincerely, The Chocolate F ctory J 4te ani cc: Nike Adams Barbara Kaiser Mike Uberuaga L93-51 `t i JULRE ot o s 1993 F� ; . Persons Interested in 4 L-J Expediting Reconstruction N ;01=44-BUCM o Mlu CITY COUNCIL OFFICE 6 July 1993 Honorable Grace Winc:hell, liayor Huntington Beach City Council 2000 Plain Street Huntington Death, CA 92648 #'.E: Plain Pier, Phase II Dear Mayor Ifinchell: I want to lend my support to the development of Main Pier Phase II. I feel this project is an excellent addition to all the current redevelop- ment projects going on or under consideration. As a downtown business owner (axie's, The Other End Cafe), I can see that the Main Pier Phase II project will help to stimulate business in the downtown area. As the President of P.I.E.n. Group I worked for four years to raise money (over $100,000) to help get the Pier built, which has helped to stimulate business here. I feel that this project Will be good for not only the downtown area, but for the entire City of Huntington Beach. I would appreciate your voting for the developmnt of ?Bain Pier Phase II. Sincerely, gk-- 5�� TIIC'tW BAGSI W TB:swb Post Oiilce Box 471 Huntington Beach California 92648 &-.. A% ^^o% ngrVT �cn`/it7�o�t 3eacA Clianr6er o"OmIneree June 29, 1993 Mayor Grace Winchell and Members of the City Council City of Huntington Beach 2000 Main Street Huntington Beach, Ca. 92648 Dear Mayor WincheII: The Chamber of Commerce wishes once again to reiterate its support for the proposed project in block 104 and I05 of the Main Pier Phase II Project Area. The .improvements in these two blocks of the Downtown are long overdue. Once completed this project will be an important asset to the area aesthetically as well as economically in the form of sales and property tax revenue. We urge your approval of the DDA and conditional use permit on this project. Sincerely, Paul Cook Chairman PC/sj i X r� Z 7rf Alin A113 03Ar3J31 2100 Main Stree: Suite 200 Huntington Beach. CA 92648 O 7141536.8888 {FA)4 7141960-7654 K�•.a.. 07/0"3 15:1L V 123456789012'345678 i0 ABCDE 'CH I JKLYINOP --- COULTRUP ?vbbc i�Pe�i„7 � To rv/l«i 8� !IIP[Rilf! .1+tte. -Ntae.f July 1, 1993 Hcrlvrable Mayor and City Council 2.10 Main Street Runtington Beach CA 92648 D ,F r Mayor Grace Wichell 6 Cour :il members: V+1 th interest I have watched the progress of the Main Per Phase IT project and its evolution. 7Z[ wholcwhcartedly agree with the plan as presented b� Mr. Coultrup and the Property Owners of Block 104 c�-A I favor the project. SAld-out of the remainder p�-Block 104 and 105 into itS final; commercial and resid ental components will be an important step in preserving and justifying th-s Investments I have in Huntington Beach. It will be a tip in the necessary process of removing the blight {roan our town and in improving our business conditions unl our image to the world. 'ease vote in favor of the Main Pier Phase II Projezt as presented by the Main Pier Phase I1 Partners and the fC`oultrup companies. Sincerely, "BERT KOURY PROPERTIES 8jbert J. oury CC: Mike Adams Barbara Kaiser Mike Uberuaga 200 MIVr ,T. ' ] a HUNTINGTON BEACH. CA 92648 n (714) 960.5495 FAX (714) 969.9284 I REQUEST FOR CITY COUNCIL ACTION Date December 21, 1992 Submitted to.• Honorable Mayor and City Council Members Submitted by: Michael T. Uberuaga, City Administrato Prepared by: Michael Adams, Director of Community Development' Subject: APPEAL OF PLANNING COMMISSION'S DENIAL OF CONDITIONAL USE PERMIT NO. 92-17 WITH SPECIAL PERMITS/CONDITIONAL EXCEPTION (VARIANCE) NO. 92-28/TENTATIVE TRACT MAP NO. 14666/COASTAL DEVELOPMENT PERMIT NO. 92-14 Consistent with Council Policy? W Yes [ ] New Policy or Exception Statement of Issue, Recommendation, Analysis, Funding Source, Alternative Actions, Attachments: At the City Council meeting of November 16, 1992 the appeal by Coultrup Development Co. of the Planning Commission's denial of Conditional Use Permit No. 92-17 with Special Permits, Conditional Exception (Variance) No. 92--28, Tentative Tract Map No. 14666 and Coastal Development Permit No. 92-14 was continued in order to provide the applicant an opportunity to redesign the project to address the concerns raised by the Council. The proposed project is an 80 unit condominium project and two (2) commercial buildings totaling 47,774 square feet on 3.8 net acres, located on a two (2) block project area between Sixth and Main Streets, and Walnut and Pacific Coast Highway. RECO` MENDATION Motion to: "Table Conditional Use Permit No. 92-17 with Special Permits, Conditional Exception (Variance) No. 92-28, Tentative Tract Map No. 14666 and Coastal Development Permit No. 92--14." hralvsis: The applicant is continuing and is considering previsions project. In light of this, be tabled until the details prepare a new analysis and a of any revised project. negotiations with the property owners to the commercial portion of the staff is recommending that the request are resolved. When complete, staff will renotification (public hearing notices) Plo StS5 EMING• Not applicable. ALTER IITIQN: A. The City Council may approve the appeal by approving the project with findings and conditions of approval. B. The City Council may deny the appeal by denying the project with findings for denial. ATTACHMENTS: 1. RCA dated November 16, 1992 DMU:MA: SH:kj 1 RCA -- 12/21/92 -2- (5330d)