HomeMy WebLinkAboutHarmony Cove, LLC - 2012-11-19%+�Te14e_ e�J
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Council/Agency Meeting Held:
Deferred/Continued to:
*Ap rued ❑ Conditionally Approved ❑ Denied
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Council Meeting Date: November 19, 2012
Department ID Number: ED 12-41
CITY OF HUNTINGTON BEACH
REQUEST FOR CITY COUNCIL ACTION
SUBMITTED TO: Honorable Mayor and City Council Members
SUBMITTED BY: Fred A. Wilson, City Manager
PREPARED BY: Bob Hall, Deputy City Manager/Director of Economic Development
SUBJECT: Approve and authorize execution of a License Agreement between the
City and Harmony Cove, LLC for the non-exclusive use of City
property for a project located at 4121 and 4151 Warner Avenue
Statement of Issue: The City Council is requested to approve a License Agreement with
Harmony Cove, LLC for a non-exclusive use of City property. Harmony Cove, a
property/project located at 4121 and 4151 Warner Avenue is proposing to build 23 marina
docks. To create the marina docks and provide ample boat turning radius, a non-exclusive
License Agreement is proposed for the City waterway.
Financial Impact: The City will receive $5,000 per year, with CPI increases every five (5)
years.
Recommended Action: Motion to:
Approve and authorize the Mayor to execute the "License Agreement By and Between the
City of Huntington Beach and Harmony Cove, LLC for the Non -Exclusive Use of City
Property."
Alternative Action(s): Do not approve the License Agreement and direct staff as
appropriate.
Analysis: The property located at 4121 and 4151 Warner Avenue has not been used since
approximately 2005, when the (city -operated) Percy Dock closed. Since 2005, there have
been three owners and their different plans discussed with the City. In December 2011, the
previous owner, Bayview HB LLC submitted plans for a 23-boat slip marina, an eating and
drinking establishment with outdoor dining and alcoholic beverage sales, and rental
equipment.. In August 2012, Harmony Cove LLC purchased the property and is moving
forward with the development as proposed. The Planning Commission approved the project
on October 23, 2012. A Mitigated Negative Declaration, approved by the Planning
Commission, included findings and mitigation measures to ensure the project is constructed
with minimum environmental impact.
As a requirement for the marina project to be viable, Harmony Cove LLC needs to have
adequate maneuvering area for navigation of the boats in the channel. A proposed Non -
Exclusive License Agreement is recommended to accomplish this which includes:
Item 10. - 1 HB -236-
REQUEST FOR COUNCIL ACTION
MEETING DATE: 11/19/2012 DEPARTMENT ID NUMBER: ED 12-41
Term: Thirty years, with three (3) ten-year options. Two year termination notice after the
initial term.
Rent: $5,000 per year, with CPI increases every five (5) years. If not operational within five
(5) years from approval, a fee of $5,000 per year is required.
Improvements: Harmony Cove will be responsible for maintaining the "licensed area"
including dredging. The City will be responsible for dredging the "city -owned" area, if
required, which will be paid through rent credit.
Use: Eight docks will be provided to the general public at all times, in addition to a transient
dock.
Land Use: To effectuate the previous Settlement Agreement with Tierrasanta from 2002, the
City will process the application for the land use to be changed to RM — medium density
residential.
The License Agreement provides for a non-exclusive use of 25 feet of waterway, located
near the center of the channel area. The Licensed waterway area will continue to be
accessible by the public. In addition, the License Agreement requires the Licensee to dredge
and maintain the 25-foot area, at Licensee expense. No marina docks or revenue generating
uses will be in the licensed area. Due to the non -exclusivity, dredging and maintenance of
the waterway area, the rent potential was limited; therefore, the $5,000 plus CPI increases
was deemed appropriate.
The EDC considered the potential License Agreement with Harmony Cove on October 8 and
November 13, 2012. Staff has met with the Huntington Harbour Yacht Club regarding the
License Agreement and the Yacht Club is not opposed to the License Agreement. The
License Agreement will only be valid, if the California Coastal Commission and all other
regulatory agencies approve the proposed marina.
Environmental Status: The Harmony Cove project, including a Conditional Use Permit,
Zoning Map Amendment, Coastal Development Permit, and Tentative Parcel Map is being
processed by the Planning and Building Department, including a Mitigated Negative
Declaration No. 2012-004.
Strategic Plan Goal: Enhance economic development
Attachment(s):
1. I"License Agreement By and Between the City of Huntington Beach and Harmony
Cove, LLC for the Non -Exclusive Use of City Property"
HB -237- Item 10. - 2
ATTACHMENT #1
JL-
Item 10. - 3 HB -238-
LICENSE AGREEMENT BY AND BETWEEN
THE CITY OF HUNTINGTON BEACH AND
HARMONY COVE, LLC FOR THE NON-EXCLUSIVE
USE OF CITY PROPERTY
This License Agreement is made and entered into by and between the CITY of
HUNTINGTON BEACH, a municipal corporation of the State of California, hereinafter
referred to as "CITY," and HARMONY COVE LLC, a California limited liability
company, hereinafter referred to as "LICENSEE."
RECITALS
The CITY owns and operates the property where the Huntington Beach Yacht
Club is located in Huntington Harbor, adjacent to the Warner Avenue Bridge, commonly
known and referred to as 3821 Warner Avenue, Huntington Beach, California, and
depicted in Exhibit 1.
The CITY owns and operates the property where Fire Station-7 Warner is located
in Huntington Harbor, adjacent to the Warner Avenue Bridge, commonly known and
referred to as 3831 Warner Avenue, Huntington Beach, California, and depicted on
Exhibit 1.
The CITY owns, manages and regulates the waterway in Huntington Harbor
abutting the CITY property noted above on the west side of the channel, the Warner
Avenue Bridge on the south side of the channel and the real property known as Harmony
Cove on the east side of the channel, and depicted on Exhibit 1.
LICENSEE owns and operates the real property, both above and below the water,
adjacent to the Warner Avenue Bridge to the south and the CITY -owned waterway to the
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east, commonly known and referred to as Harmony Cove, 4121 and 4151 Warner,
Huntington Beach, California, and depicted on Exhibit 1.
LICENSEE desires and plans to make initial improvements on its property, both
on its land and in the water, including, but not limited to, an office building, restaurant
facilities, other retail improvements and marina dock, with public and private docks, and
LICENSEE may also undertake residential improvements.
Due to the property line and the desire of LICENSEE to construct MARINA
docks up to the property line, LICENSEE will need to use the CITY -owned waterway
adjacent to its property to allow and provide for adequate ingress and egress to the public
and private Marina docks.
In order to allow for the development of LICENSEE's property, including the
construction of the Marina docks, LICENSEE seeks permission to use the CITY —owned
waterway for access to the proposed public and private Marina docks.
WHEREAS, LICENSEE desires CITY permission to use CITY -owned property,
described as follows: CITY -owned waterway located adjacent to the Huntington Beach
Yacht Club and Fire/Lifeguard Station (the "Property") in the City of Huntington Beach
for the purpose of providing ingress, egress and turnaround area for public and private
Marina docks proposed by LICENSEE; and
CITY desires to allow such use as necessary for the purposes stated above in
connection with Harmony Cove; and
The proposed use of the Property is permitted per Section 230.90 of the
Huntington Beach Zoning and Subdivision Ordinance,
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12-3536/86675 2
NOW, THEREFORE, in consideration of the promises and agreements
hereinafter made and exchanged, the parties covenant and agree as follows:
1. PERMISSION. Permission is hereby given, and a non-exclusive license
is hereby granted, to LICENSEE and tenants and other occupants of LICENSEE'S
property and their respective invitees to enter upon and use the property as depicted in the
map attached hereto as Exhibit 1 (hereinafter referred to as the "Licensed Property") for
the purpose described above. The Licensed Property shall be used solely for access and
turnaround. All Harbor federal and state rules shall be observed for all boating
operations. No structures, including docks, wharfs, moorings or side slips may be
constructed within the Licensed Property for use by the public or to gain access to the
Fire Station/Lifeguard boats or the Yacht Club Marina. The CITY shall maintain its right
to expand its Marina area but such expansion shall not interfere with the access and
turnaround rights granted herein, and in no event shall the CITY undertake or permit any
modification to the Licensed Property or any other portion of the Property that would
interfere with the use of the license granted herein unless mutually agreed upon.
2. TERM. The term of this License shall expire thirty (30) years after the
first to occur of (a) the completion of construction of a marina on LICENSEE'S
property, or (b) the date which is five (5) years after the full execution of this Agreement.
LICENSEE shall have the right to extend the term of this Agreement for three (3),
additional ten (10) year terms by delivery of written notice of such extension to the CITY
prior to the then -scheduled expiration date. During the initial term, the Agreement may
only be terminated for cause (i.e., LICENSEE's breach of this Agreement and
LICENSEE's failure to cure such breach within the cure period set forth in Section 12).
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During any of the extension terms, the Agreement may be terminated by CITY for cause
as described above or without cause upon at least a two-(2) year written notice. 3.
RENT. In consideration of the non-exclusive use of the CITY -owned
waterway, LICENSEE agrees to pay the CITY an amount of $5,000 per year. Rent shall
be increased every five (5) years by the aggregate rate CPI for Los Angeles / Riverside /
Anaheim Area. License payments shall be made quarterly. If LICENSEE does not
complete construction of its Marina within the first five years after full execution of this
Agreement, Licensee shall make a minimum license payment of Five Thousand ($5,000)
Dollars per year to the CITY. LICENSEE shall submit an annual payment schedule to
CITY.
At CITY's consent and determination, if LICENSEE continues use of the
Licensed Property after the termination or expiration of the Agreement, LICENSEE shall
pay CITY, as compensation, the sum of Fifty Dollars ($50) per day. Such compensation
shall be paid in advance of the 1 st of each month, on a month -to -month basis, and
becomes delinquent on the I Oth. Such compensation, if any, shall be paid to CITY at P.O.
Box 711, Huntington Beach, CA 92648-0711.
4. BOOKS AND RECORDS. LICENSEE shall keep true and accurate
books and records showing all of its Marina docks business in separate records of account
for the Marina docks in a manner acceptable to CITY, and CITY and/or its designated
representatives shall have the right, at all reasonable times following reasonable advance
notice, to inspect such books and records to verify that all payments due to CITY have
been properly and accurately calculated. LICENSEE agrees that all such books and
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records shall be made available at LICENSEE's place of business to CITY and/or its
designated representatives within thirty (30) days of receiving a written request.
5. IMPROVEMENTS. LICENSEE, in its sole discretion, may choose to
build a Marina office on the land portion of its property, subject to prior approval by the
CITY's Planning and Building Department. LICENSEE shall be responsible for all
costs, approval and permits associated with a Marina office.
LICENSEE, in its sole discretion, may choose to build Marina docks on the water
portion of its property, subject to prior approval by the CITY's Planning and Building
Department, the CITY's Public Works Department, and all other applicable state and
federal agencies including, but not limited to, the State Lands Commission, Department
of Boating and Waterways, U.S. Army Corp. of Engineers and the California Coastal
Commission (as applicable); if necessary. If required permits and approvals are not
obtained within seven (7) years after full execution of this Agreement, the Agreement
shall be terminated automatically.
LICENSEE shall be responsible for all costs associated with the development of
the Marina docks on its property, including, but not limited to, plans and specifications
for any proposed construction, all construction costs and any and all planning,
environmental, design, permit, construction, dredging and maintenance fees. The Marina
docks, if approved, shall be built according to the plans and specifications submitted to
and approved by the CITY and all other reviewing and approving entities. Any changes
or alteration to any plans and specifications must be in writing and submitted to,
reviewed and approved by the CITY and all other approving entities before any changes
are made.
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If approved by all permitting agencies, LICENSEE may build and operate up to
twenty-three (23) Marina docks. LICENSEE agrees to make a minimum of eight (8)
marina docks available to the general public at the same rental rate as all other docks.
Upon a completed application by the LICENSEE, the CITY will review and
process, as necessary and required, amendments to the CITY's General Plan, Zoning and
Subdivision Ordinance, and Local Coastal Program, in good faith, to cause all portions
of LICENSEE's Property, commonly known and referred to as 3101 and 3901 Warner
Avenue, Huntington Beach, California, to be zoned RM (medium density residential)
including, without limitation, all approvals required to be issued by the California Coastal
Commission at LICENSEE's sole and exclusive expense During the process set forth
in the paragraph above, within thirty (30) days of identifying a need of or from
LICENSEE, the CITY shall provide written notice to LICENSEE to provide the
information, documentation, reports or other items to address the issue or need.
The CITY's obligations under this Section 5 shall survive the expiration or
termination of this Agreement.
6. INDEMNIFICATION DEFENSE HOLD HARMLESS. LICENSEE
hereby agrees to protect, defend, indemnify and hold and save harmless CITY, its
officers, and employees against any and all liability, claims, judgments, costs and
demands, however caused, including those resulting from death or injury to LICENSEE's
employees and damage to LICENSEE's property, arising directly or indirectly out of the
use of the Licensed Property by LICENSEE, including those arising from the passive
concurrent negligence of CITY, but save and except those which arise out of the active
concurrent negligence, sole negligence, or the willful misconduct of CITY.
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7. INSURANCE. LICENSEE shall carry at all times incident hereto, on all
activities to be performed in the Licensed Property as contemplated herein, general
liability insurance, including coverage for bodily injury, and property damage. All
insurance shall be underwritten by insurance companies in forms satisfactory to CITY.
Said insurance shall name the CITY, its officers, agents and employees and all public
agencies as determined by the CITY as Additional Insureds. LICENSEE shall subscribe
for and maintain said insurance policies in full force and effect during the life of this
Agreement, in an amount of not less than One Million Dollars ($1,000,000) combined
single limit coverage. If coverage is provided under a form which includes a designated
general aggregate limit, such limit shall be not less than One Million Dollars
($1,000,000). In the event of aggregate coverage, LICENSEE shall immediately notify
CITY of any known depletion of limits. LICENSEE shall require its insurer to waive its
subrogation rights against CITY and agrees to provide certificates evidencing the same.
8. CERTIFICATES OF INSURANCE,• ADDITIONAL INSURED
ENDORSEMENTS
Prior to the use of the Licensed Property pursuant to this License, LICENSEE
shall furnish to CITY certificates of insurance subject to approval of the City Attorney
evidencing the foregoing insurance coverages as required by this Agreement; said
certificates shall provide the name and policy number of each carrier and policy, and
shall state that the policy is currently in force and shall promise to provide that such
policies will not be canceled without thirty (30) days prior written notice to CITY.
LICENSEE shall maintain the following insurance coverages in force until this
Agreement is terminated.
The requirement for carrying the foregoing insurance shall not derogate from the
provisions for indemnification of CITY by LICENSEE under this Agreement. CITY or
its representative shall at all times have the right to demand the original or a copy of all
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12-3536/86675 7
said policies of insurance. LICENSEE shall pay, in a prompt and timely manner, the
premiums of all insurance hereinabove required.
A separate copy of the additional insured endorsement to each of LICENSEE's
insurance policies, naming the CITY, its officers and employees as Additional Insureds
shall be provided to the CITY counsel for approval prior to the use of the Licensed
Property pursuant to this License.
9. RELEASE. LICENSEE hereby releases and forever discharges CITY of
and from any and all claims, demands, actions or causes of action whatsoever which
LICENSEE may have, or may hereafter have, against the CITY specifically arising out of
the matter of the entry of LICENSEE onto the Licensed Property. This is a complete and
final release and shall be binding upon LICENSEE and the heirs, executors,
administrators, successors and assigns of LICENSEE's use of the Licensed Property.
LICENSEE hereby expressly waives any rights under or benefit of any law of any
jurisdiction whatsoever providing to the contrary. Neither the acceptance of this release
nor any payment made hereunder shall constitute any admission of any liability of CITY.
10. WASTE. LICENSEE shall not alter, damage or commit any kind of
waste upon the Licensed Property or any improvement, equipment or personal property
thereon and shall not interfere in any manner with the operations or activities of CITY.
LICENSEE shall make no change in the use of the Licensed Property nor shall the design
of the Licensed Property be changed other than as authorized herein without prior written
consent of CITY. LICENSEE shall not cause any workmen's or materialmen's liens to
be placed upon the Property and agrees to indemnify and hold CITY harmless against any
such liens including but not limited to the payment of attorney's fees.
11. MAINTENANCE. LICENSEE agrees to care for and maintain the
Licensed Property in good and satisfactory condition as acceptable to the CITY
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commencing on the completion of construction of LICENSEE's marina. Maintenance
shall include keeping the leased waterway in a usable condition (dredged) so that it is
navigable. All costs incurred by LICENSEE for dredging the City owned non -Licensed
Property shall be deducted from fees payable to the CITY hereunder if deemed necessary
or if City requests.
LICENSEE shall keep the Licensed Property area reasonably clean and free of
debris during its use thereof, and shall restore the Licensed Property, as much as
reasonable practicable, to its former condition.
In the event LICENSEE does not maintain the Licensed Property in a satisfactory
manner, LICENSEE authorizes CITY to perform such maintenance on LICENSEE's
behalf if LICENSEE fails to perform the applicable maintenance within thirty (30) days
after receipt of written notice from the City. All costs incurred performing said
maintenance shall be assessed to and billed directly to the LICENSEE. LICENSEE
agrees to pay such costs within thirty (30) days of billing.
In the event any damage is caused to the Licensed Property, as a result of the use
authorized hereunder, LICENSEE agrees to repair same at its own expense.
12. NOTICE OF DEFAULT AND CURE PERIOD. If an event of default
occurs, written notice of the event shall be given to the party in default, specifying the
nature of the default. Failure or delay in giving notice shall not constitute a waiver of any
default, nor shall it change the time of default, and shall not operate or constitute a waiver
of any rights or remedies of the injured party. The injured party shall have no right to
exercise any remedy prior to delivering the default notice as provided herein. Delays by
either party in asserting any of its rights and remedies shall not deprive either party of its
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rights to institute and maintain any actions or proceedings which it may deem necessary
to protect, assert or enforce any such rights or remedies.
The injured party shall have no right to exercise a right or remedy unless the event
of default continues uncured for a period of thirty (30) days after delivery of the default
notice, or, where the default is of a nature which cannot reasonably be cured within the
thirty -day period, the defaulting party fails to correct such cure with all due diligence or
fails to proceed diligently to complete the same within such time as may reasonably be
necessary to cure same. In no event shall the injured party be prevented from exercising
its rights or remedies for more than ninety (90) days following delivery of the default
notice. An event of default for failure to pay a sum of money is a default which can be
cured within thirty (30) days. If the default is not cured within the time periods specified,
the non -defaulting party may, at its option, pursue such other rights and remedies as it
may have. Notwithstanding anything to the contrary in the foregoing, if the alleged
default consists of LICENSEE's failure to dredge the Licensed Property, LICENSEE
shall not be deemed in default hereunder, and the CITY shall have no right to exercise
any remedies hereunder, so long as LICENSEE has submitted an application for dredging
within thirty (30) days after receipt of written notice from the CITY and thereafter
diligently pursues the issuance of such permit and undertakes such dredging promptly
following the issuance of such permit.
Upon the occurrence of an event of default and the expiration of the applicable
cure period, the injured party shall have all rights and remedies against the defaulting
party as may be available at law or in equity to cure, correct or remedy any default, to
obtain specific performance, and recover damages for any default, or to obtain any other
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remedy consistent with the purpose of this Agreement. Such rights and remedies are
cumulative, and the exercise of one or more of such rights or remedies shall not preclude
the exercise of any other right or remedy.
13. [INTENTIONALLY DELETED]
ebb
14. INDEPENDENT CONTRACTOR. LICENSEE agrees that all work
done or undertaken by it on the Licensed Property shall be for its sole account and not as
an agent, servant or contractor for CITY.
15. HAZARDOUS SUBSTANCE. LICENSEE represents and warrants that
its use of the Licensed Property herein will not generate any hazardous substance, and it
will not store or dispose on the Licensed Property nor transport to or over the Licensed
Property any hazardous substance. LICENSEE further agrees to clean-up and remediate
any hazardous substance on the Licensed Property resulting from the breach by
LICENSEE of the preceding representation and warranty, and hold CITY harmless from
and indemnify CITY against any release of any such hazardous substance and any
damage, loss, or expense or liability resulting from such release including all attorney's
fees, costs and penalties incurred as a result thereof except any release caused by the
negligence of CITY, its employees or agents. "Hazardous substance" shall be interpreted
broadly to mean any substance or material defined or designated as hazardous or toxic
waste, hazardous or toxic material, hazardous or toxic or radioactive substance, or other
similar term by any federal, state or local environmental law, regulation or rule presently
in effect or promulgated in the future, as such laws, regulations or rules may be amended
from time to time; and it shall be interpreted to include, but not be limited to, any
SDH\30241.0037\426112.2 10/21/2012
12-3536/86675 11
substance which after release into the environment will or may reasonably be anticipated
to cause sickness, death or disease.
16. NO ASSIGNMENT. LICSENSEE agrees that the permission herein
extended shall be personal to it and to tenants and occupants of Licensee's Property and
their respective invitees and that it shall not assign or permit any other third party to avail
itself of any of the privileges granted hereunder, without the express written permission
of CITY. Notwithstanding anything to the contrary in the foregoing, LICENSEE shall
have the right to assign this Agreement without the CITYs consent to (a) any purchaser
of LICENSEE's property or portion thereof, and/or (b) to any lender who provides
financing for LICENSEE's property or any portion thereof.
17. NO TITLE INTEREST. No title interest of any kind is hereby given
and LICENSEE shall never assert any claim or title to the Property.
18. NOTICES. All notices given hereunder shall be effective when
personally delivered or if mailed, upon delivery or attempted delivery (if delivery is
refused) if such notice is deposited in the U.S. Mail, postage prepaid, and certified with
return receipt requested and addressed to LICENSEE or to CITY at the respective
addresses shown below:
CITY:
City of Huntington Beach
Director of Economic Development
2000 Main Street
Huntington Beach, CA 92648
LICENSEE:
Harmony Cove LLC
1 Hammond Road
Ladera Ranch, CA 92694
19. NO DISCRIMINATION. LICENSEE agrees that in performance of this
Agreement and in the use of the Licensed Property area authorized hereunder, it will not
engage in, nor permit its officers, agents or employees to engage in, any discrimination or
SDH\30241.0037\426112.2 10121/2012
12-3536/86675 12
discriminatory practices against any person based on race, religion, creed, color, natural
origin, ancestry, physical handicap, medical condition, marital status or gender.
20. ATTORNEY'S FEES. In the event suit is brought by either party to
enforce the terms and provisions of this Agreement or to secure the performance hereof;
each party shall bear its own attorney's fees. The prevailing party shall not be entitled to
recover its attorney's fees. 21. ENTIRETY. This Agreement contains the entire
agreement between the parties. This Agreement shall be modified only by a subsequent
written amendment, as may be mutually agreed upon by the parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by and through their authorized officers,onD l,L ��� ��, 2Q1�t.
HARMONY COVE LLC, a California CITY OF HUNTINGTON BEACH,
limited liability company a municipal corporation of the State of California
By. -
print name Mayor
ITS: G /=G
APPROVED AS TO FORM:
Exhibits:
Ci orney
1 City Owned Property INIT A PPROVED:
Licensee's Property
Licensed Property
Director of Economic Development
SDH\30241.00371426112.2 10/21/2012
12-3536/86675 13
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CERTIFICATE OF LIABILITY INSURANCE
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THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE BOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE.A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS V ATVED, subject to
the terms and conditions of the policy, certain policies may require an endorserTlent. A statement on this certificate does rmt confer rights to the
certificate holder in lieu of such endorsements .
PRODUCER CONTACT
Na"E_ Mike Minnick
Minnick irisurariee Services, ln.
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[800)970-4763 Not: (71a)saA-A332
'18371-8 Lemon Drive
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INSURERD:
Huntington Beach, CA 92649
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THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THEINSURIEM NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE h4AY Bt; issu D OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED -HEREIN IS SUBJECT TO ALI. THE TERMS,
EXCLUSIONS AND CONOITIONB OF SUCH POLICIES. LIMITS SHOWr3 MAY HAVE BEEN REDUCED BY PAID CLAIMS.
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pESCR "ONOF OPERA,rtoNs I LOCA nONSI VEHCLES (Attach ACORD 101. Additional Remarks Sched19e, Ifniore space Is reglAredl
City Of Huntington Beach and Their Agents, Officers and Employees-, As Additional Insured
CERTIFICATE HOLDER CANCELLATION
City of Huntington Beach and their Agents,
Officers and Employee$
City flail 2000 Main Street.
Huntington Beach, CA 92640
ACORD 25 (2010105)
SHOULD ANYOF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EMRATION RATE THEREOF, F40MtE WILL BE DELIVERED fit
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATI VE
MAHI
(D 1988-2010 ACORD CQRPORA-nON. All rights reserved.
The ACORD name and lygo are registered marks of ACORD
Ptinted by MAIN on October 25. 2012 at 12:39PM
xB -253- Item 10. - 18
lTORLDWIDF FACILITIES, INC.
725 SOLrTH FIGLIEROA STREET I SUITE 1900 / LOS ANGELES, CA 90017
TEL (213) 236-4600
FAX (213) 244-9644
CA LrC. 4 0414108
8/22112 BINDER # 78638.07 Page 1 of
INSURED. Theory R Properties LLC & Harmony Cove LLC AGENT- Minnick Insurance Services, Inc.
Daichendt, Joe 18371-B Lemon Drive
1 Hammond Rd Yorba Linda, CA 92886
Ladera Ranch, CA 92694
Binder is effective from 12:01 AM 08/17/12 to 12:01 AM 11117/12 unless cancelled or replaced by the Policy.
Policy is effective from 12:01 AM 08/17/12 to 12:01 AM 08/17113,
This is to certify that, in accordance with your instructions, we have procured insurance as hereinafter specified:
COMPANY. General Star Indemnity Co
POLICY NO: IMA246143
COVERAGE: Commercial General Liability - Occurrence Form (CGO001 12107)
LIMITS: $2,000,000. General Aggregate
$Excluded Products/Completed Operations Aggregate
$2,000,000. Personal & Advertising Injury
$2,000,000_ Each Occurrence
$ 100,000. Damage to Premises Rented to You
$ 5,000, Medical Expense
DEDUCTIBLE: $0.00 Per Claim, Including Loss Adjustment Expense
TERMS: DESCRIPTION OF OPERATIONS: Vacant Land
COVERED LOCATION(S): Sec 30 T 51311 Por Ne 1/4, Parcel ID: 17830101 - Physical address: 4121
Warner Ave, Huntington Beach, CA 92649
Policy Term: Annual
No Flat Cancellations. All Fees Fully Earned.
FORMS ATTACHED:
Interline:+
AS TO
[X] GSI-04-1600
Service of Suit { Oq
[XI GSI-04-1604
Minimum Earned Premium
[XI GSI-04-1618
Common Policy Conditions c rH
.``
[Xj GSi-04-CPOOD
Common Policy Declarations ,"`
[XI GSI-04-1620
Policy Cover Sheet
[X] GSI-04-1626
Disclosure of Premium & Estimated Premium for Certified Acts of Terrorism
[XJ CA D-2
California Notice (CA Risks Only)
[X] GSI-04-CGLDEC General Liability Declarations
[XI CG0001
Commercial General Liability Coverage Form
[XI GSI-04-C600
GL Combined Provisions Endorsement - Includes Deductible Liability, Premium
Basis Designation,
Premium Audit, No Duty or Responsibility to Send Notice When We Do Not Renew,
Amendment of Insured
Contract Definition, Amendment of Personal & Advertising Injury Definition
[X( CG2170
Cap on Losses from Certified Acts of Terrorism (If TRIA Accepted)
[Xj GSI-04-0512
Classification Limitation
[X] CG2139
Contractual Liability Limitation
[XI CG2144
Designated Premises Limitation
This Binder Does Not Include Any Additional Insureds Unless Specifically Noted Herein. Additional
Insureds Are Subject To An Additional Charge & Are Fully Earned.
Item 10. - 19 HB -254-
WORLDWIDE FACILITIESr INC. FAx (213) 244 9544
725 SOUTH FIGUEROA STREET! SUITE 1900 1 LOS ANGFLFS, CA 90017 CA LIC, 4 0414108
6122112 BINDER # 78638.07 Page 2 of 3
Terms cant..
Please Note, This Policy Will Be Subject To Inspection And/Or Audit.. This May Result In A Change Of
Premium, Form Or Terms.
OFFER OF OPTIONAL COVERAGE: THE PREMIUM FOR TERRORISM COVERAGE PER THE
TERRORISM RISK INSURANCE ACT (TRIA) IS: $150 FLAT, FULLY EARNED, PLUS SURPLUS
I-INES TAX AND STAMPING FEE.
THIS IS IN ADDITION TO THE PREMIUM QUOTED BELOW.
AS A REQUIREMENT OF BINDING, INSURED MUST EITHER ACCEPT OR REJECT THE
TERRORISM COVERAGE BY MARKING THE APPROPRIATE BOX AND SIGNING THE ATTACHED
FORM IC0920. THE COMPLETED FORM MUST ACCOMPANY YOUR REQUEST TO BIND.
TRIA was rejected by the Insured
Subject to,
-Lot secured against unauthorized entry (fence, signs etc.)
-No development / construction to tape place during the term of our policy
EXCLUSIONS: [X] IL0021 Nuclear Energy Liability Exclusion
[X] GSI-04-C600 GL Combined Provisions Endorsement - Excludes Total Pollution, Employer's
Liability -Employee & Temporary Worker, Recording & Distribution of Material or Information in
Violation of Law, Infringement or Dilution of Intellectual Property Rights or Misappropriation, Use or
Disclosure of Trade Secrets; Breach of Contract, Asbestos, Employment -Related Practices, Lead,
Silica, Fungus(es) & Spore(s), Cross -Suits, Bisphenol A
[X] GSI-04-C820 Punitive or Exemplary Damages (if Applicable to Risk State)
[X] CG2176 Exclusion of Punitive Damages Related to Disposition of TRIA (if TRIA Accepted)
[X] CG2173 Exclusion of Certified Acts of Terrorism (if TRIA Rejected)
1X1 CG2104 Exclusion - Products / Completed Operations
[X] GSI-04-C809 Exclusion - Designated Operations and Activities - All construction operations
/Activities and all Real Estate Development
[X] CG2134 Designated Mork - All construction operations /Activities and all Real Estate
Development
RATE: 5.00 per 2 acres ($1005.MP)
PREMIUM: $ 1,005.00 Minimum and Deposit
225.00 Policy Fee - Fully retained at inception
125.00 Inspection Fee - Fully retained at inception
33.90 State Tax
2,83 CA Stamp Fee
$ 1,391.73 Total
No flat cancellations. 25% minimum retained premium in the event of cancellation. Fees are 100% Fully Earned.
REMARKS: In order to comply with Surplus Line Regulations for policies with multi -state exposures, the retailer
must provide WWFI with the percentage of the insured's business operations and/or employees
that are located in each state outside the home state, (as defined by NRRA), prior to binding the
policy. The surplus line taxes and fees are subject to change if it is determined that the premium
allocations between or among states differ from any allocations that may or may not be
xB -255- Item 10. - 20
WORLDWIDE FACILITIES, INC. FAX (213)2449644
725 SOUTH FIGUEROA STREET] SUITE IWO / LOS ANGELES, CA 9DD17 CA LIC. 9 0414108
8/22112 BINDER # 78638.07 Page 3 os
REMARKS cant..
contemplated in this quotation andlor binder.
Please review the above carefully, terms and/or conditions may differ from those requested in your submission. In addition to the
above mentioned exclusions, the policy contains other standard exclusions; specimen policies are available upon request. Terms
herein are summarized for use by a licensed broker and should not be submitted in this format to the applicant. Please call with any
questions.
This Binder is subject to all terms a nd conditions of the policy to be issued. The Binder shall be terminated and voided by delivery of a
policy to either the Insured, his agent or representative. The coverage will remain in effect for the term indicated unless cancelled by
the Insured, WORLDWIDE FACILITIES, INC_ or the Company, via written notice.
This Hinder is a privileged document and shall not be released or assigned in whole or in part to any other person or entity without
the written consent of WORLDWIDE FACILITIES, INC., endorsed here on.
19
Davis D. Moore
Item 10. - 21 xB -256-
City Of Huntington Beach
2000 Main Street ♦ Huntington Beach, CA 92648
(714) 536-5227 ♦ www.huntingtonbeachca.gov
Office of the City Clerk
Joan L. Flynn, City Clerk
November 26, 2012
Harmony Cove, LLC
Attn: Joe Daichendt
1 Hammond Road
Ladera Ranch, CA 92694
Dear Mr. Daichendt:
Enclosed for your records is a signed copy of the "License Agreement By and Between the
City of Huntington Beach and Harmony Cove, LLC for the Non -Exclusive Use of City
Property."
Sincerely,
M
")
Jo L. Flynn, CIVIC
City Clerk
JF:pe
Enclosure
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Sister Cities: Anjo, Japan ♦ Waitakere, New Zealand