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HomeMy WebLinkAboutJ.T. DEVELOPMENT COMPANY, LLC. - 1996-12-16• NOTE: On 09-14-01 re -signed & re -sent through L. Brunson x*61-11,01 5529 January 18, 2001 JT Development Attn: John Tillotson 15272 Bolsa Chica Road Huntington Beach, CA 92649 Attached please find a Release of Construction Convenants to be recorded. Please return a conformed copy of the Release of Construction Convenants when recorded to this office in the enclosed self-addressed stamped envelope. Sincerely, Jeffrey Hughes Deputy City Clerk Attachments bNNI� � � C O!�l T 6P JP VAIALF 44S.] Recording Requested By and When Recorded Mail to: JT DEVELOPMENT 15272 Bolsa Chica Road Huntington Beach, CA 92649 (Space above for Recorder's Use) A. On or about December 6, 1996, the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic, hereinafter referred to as "Agency", entered into an Amended and Restated Disposition and Development Agreement (the "Agreement's Aith JT DEVELOPMENT COMPANY, LLC, a California limited liability company (the "Developer'), which Agreement provides for the acquisition, disposition, and development of certain real property (the "Site) situated in the City of Huntington Beach, California, and more particularly described in Exhibit "A" attached hereto and made a part hereof by this reference. All capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement. B. As required in the Agreement and as referenced in the Grant Deed, the Agency shall famish the Developer with a Release of Construction Covenants (referred to in the Agreement and Grant Deed as a "Certificate of Completion's upon completion of the construction, which Release of Construction Covenants shall be in such form as to permit it to be recorded in the Recorder's Office of Orange County pursuant to Sections 27279, 27280 and 27281.5 of the California Government Code. C. The Agency has conclusively determined that the construction on the Site described hereinabove required by the Agreement and the Grant Deed (the "Construction') has been satisfactorily completed. NOW THEREFORE, it is hereby acknowledged and agreed by the parties hereto that: 1. As provided in the Agreement, the Agency does hereby certify that the Construction has been fully and satisfactorily performed and completed in compliance with the Agreement and Grant Deed. 2. The conditions upon Developer and all obligations ofDeveloper under the Agreement are discharged, except as set forth in the Agreement. 3. Nothing contained in this instrument shall modify in any other way any other provisions of the Grant Deed executed and recorded pursuant to the Agreement. This document is aololy fnr *M Pagel of 3 official business of the City of Huntington Beach. as contem- plated under Government Coda Sec. 6103 and should bo rocordeck free of ohargo. nrl 4. After recordation of this Release of Construction Covenants, any person or entity then owning or thereafter purchasing, leasing, or otherwise acquiring any interest in the Site will not (because of such ownership, purchase, lease or acquisition) incur any obligation or liability under the Agreement, except that such party shall be bound by any and all of the covenants, conditions, and restrictions of the Grant Deed and/or the Agreement which expressly survive such recordation. 5. This Release of Construction Covenants shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of a mortgage, or any insurer of a mortgage securing money loaned to finance the improvements to the Site, nor any part thereof. This Release of Construction Covenants is not a notice of completion referred to in Section 3093 of the California Civil Code. G. The Recitals above are incorporated in full as part of the substantive text of this Release of Construction Covenants. This Release of Construction Covenants was previously executed by the Agency and Developer on January 17, 2001, and was submitted for recordation in the Recorder's Office of Orange County. Due to circumstances beyond the parties' control, this Release of Construction Covenants was not recorded as intended. Therefore, Agency and Developer desire to re - execute and record this Release of Constructions Covenants, and hereby agree that for all purposes under the Agreement, this Release of Construction Covenants shall be deemed to have been executed and recorded on January 17, 2001. IN WITNESS WHEREOF, the Agency and Developer have executed this Release of Construction Covenants as of the date set forth above. Date: 0,41 ATTEST: Agency 61erk REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By. Q Ray Sffver Executive Director APPROVED AS TO FORM: Agency Special Counsel Page 2 of / 3 Developer hereby consents to the recording of this Release of Construction Covenants. JT DEVELOPMENT COMPANY, LLC, a California limited liability company Date: `t x'� G N By: hn Tillotson k'cg,hbJ DcvmIcaseI Page 3 of 3 a EXHIBIT A Block 304 of Huntington Beach Tract, County of Orange, as per map recorded in Book 3, page 36 of Miscellaneous Maps in the Office of the County Recorder of said county. 0. STATE OF CALIFORNIA ) } 55. COUNTY OF _��_ ) On -!' , 2001 before me, personally appeared , persona ly known to me (or proved to me on the ba s of satisfactory evidence) to be t e person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that hetshe/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 . STATE OF CALIFORNIA } ) ss. COUNTY OF On _ _! , 2001 before me, A-Q•�-NJVLlf �� personally appeared `-�'t,Li,of4vr�_,.� �, personally known to mL (or pr ) to be the person(s), whose name is afe subscribed to the within instrument and acknowled ed to me that4gsh&413ey executed the same in us her kcir authorized capacity(ies), and that by i LcMheir signatureW on the instrument the persong or the entity upon behalf of which the persons .acted, executed the instrument. WITNESS my hand and official seal. e�A�5pz--� WRA&r�MON Signature ca � lon # 1226M6 Z tsotm Pub C - Canamia orar� C " MyComm. M212 M CITY OF HUNTINGTON BEACH 2000 MAIN STREET • January 18, 2001 JT Development Attn: John Tillotson 15272 Bolsa Chica Road Huntington Beach, CA 92649 OFFICE OF THE CITY CLERK CALIFORNIA 92648 Attached please find a Release of Construction Convenants to be recorded. Please return a conformed copy of the Release of Construction Convenants when recorded to this office in the enclosed self-addressed stamped envelope. ince Deputy City Attachments ITNaphone: 714-536.5227 ) t Recording Requested By and When Recorded Mail to: JT DEVELOPMENT 15272 Bolsa Chica Road Huntington Beach, CA 92649 (Space above for Recorder's Use) A. On or about December 6,1996, the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic, hereinafter referred to as "Agency", entered into an Amended and Restated Disposition and Development Agreement (the "Agreement') with JT DEVELOPMENT COMPANY, LLC, a California limited liability company (the "Developer'), which Agreement provides for the acquisition, disposition, and development of certain real property (the "Site"} situated in the City of Huntington Beach, California, and more particularly described in Exhibit "A" attached hereto and made a part hereof by this reference. All capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement. B. As required in the Agreement and as referenced in the Grant Deed, the Agency shall furnish the Developer with a Release of Construction Covenants (referred to in the Agreement and Grant Deed as a "Certificate of Completion) upon completion of the construction, which Release of Construction Covenants shall be in such form as to permit it to be recorded in the Recorder's Office of Orange County pursuant to Sections 27279, 27280 and 27291.5 of the California Government Code. C. The Agency has conclusively determined that the construction on the Site described hereinabove required by the Agreement and the Grant Deed (the "Construction") has been satisfactorily completed. NOW THEREFORE, it is hereby acknowledged and agreed by the parties hereto that: 1. As provided in the Agreement, the Agency does hereby certify that the Construction has been fully and satisfactorily performed and completed in compliance with the Agreement and Grant Deed. 2. The conditions upon Developer and all obligations of Developer under the Agreement are discharged, except as set forth in the Agreement. 3. Nothing contained in this instrument shall modify in any other way any other provisions of the Grant Deed executed and recorded pursuant to the Agreement. Page 1 of 2 4. After recordation of this Release of Construction Covenants, any person or entity then owning or thereafter purchasing, leasing, or otherwise acquiring any interest in the Site will not (because of such ownership, purchase, lease or acquisition) incur any obligation or liability under the Agreement, except that such party shall be bound by any and all of the covenants, conditions, and restrictions of the Grant Deed and/or the Agreement which expressly survive such recordation. 5. This Release of Construction Covenants shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of mortgage, or any insurer of a mortgage securing money loaned to finance the improvements to the Site, nor any part thereof. This Release of Construction Covenants is not a notice of completion referred to in Section 3093 of the California Civil Code. 6. The Recitals above are incorporated in full as part of the substantive text of this Release of Construction Covenants. IN WITNESS WHEREOF, the Agency has executed this Release of Construction Covenants this Jam. day of 5A ,,r,, 4 , 2001. ATTEST: C�i7r�cl,! �UJCtu Agency Clerk REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By: Ray Sriivcr Executive Director APPROVED AS TO FORM: Agency SpecialvCounsel Developer hereby consents to the recording of this Release of Construction Covenants. JT DEVELOPMENT COMPANY, LLC, a California limited liability company By: Jo n Tillotson k:NcehbVTDevrelease Page 2 of 2 EXHIBIT A Block 304 of Huntington Beach Tract, County of Orange, as per map recorded in Book 3, page 36 of Miscellaneous Maps in Ee Office of the County Recorder of said county. J +. r STATE OF CALIFORNIA ) ) ss. COUNTY OF } On L1 12 U , 2001 before me, L , personally appeared _ _ r L I Q �s on , personally known to me for proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) islare subscribed to the within instrument and acknowledged to me that he/she/they executed the same in hislheritheir 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. WITNF.5Sj.my hand and official seal. � ��a ,L P:GGY A. COOkSignaturewaTAXY n'4 IC -CA F03MA0'Vqq Cowl (�} yr Cos. !rr n A". 21.2DCl '� CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California ss. County of D SOP. before me, personally appeared AY_ ,ff�0--(� �D� �. nem a sg< (Z) J CHitMNE CLEARy §9 C.ommWon i 1250470 O=9e County Notary Pubk - Cditomfa MYCorrMbr-1 M lk�rt Eft r Piece r,_:a Y Seai Above 9 personally known to me ❑ proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) Ware subscribed to the within instrument and acknowledged to me that pell;Mlthey executed the same in hislberltheir authorized capacity(ies), and that by biVW/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 seat. Signature of Nola-y PudC OPTIONAL Thc:j;h the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudutent removal and reattachment of this farm to another document. Description of Attached Document - Title cr Type of Document: _ /O Document Number of Pages: Signer(s) Other Than Named Above:JL!'1'�y l•PtrXi[/ir�fort Capacity(ies) Clal ed by Signer Signer's Name:1- ind:vidual Too of thtxro Here Ccrporate Officer -- Title(s): Partner—❑ Limited ❑ General A-orney in Fact Tr .stee ❑ G::ardian or Conservator �et eeje; e111� Signer is Representing: �J✓cs O iM kr.vrw %:,y Asgoww • ftX fw sea IWa. P D. Bo. 2+Di • pyn-atn. CA Prod No. 5907 14a021 Cse Tu-Fst 14M*r&4W ►� Ate —F 001) &WO CITY OF HUNTINGTON BEACH OO�L 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK CONNIE BROCKWAY CrrY CLERK December 14, 2000 . . Attached please find Certification of Completion for Construction and Development to be recorded and returned to the City of Huntington Beach, Office of the City Clerk, 2000 Main Street, Huntington Beach, CA 92648. Please return a conformed Copy of the Certification of Completion when recorded to this office. Deputy Qt f Clerk Attachments ITetrphonr 714-53E-52271 RECORDING REQUESTED BY: ) AND WHEN RECORDED MAIL TO: ) CONNIE BROCKWAY CITY CLERK ) CITY OF HUNTINGTON BEACH ) P O BOX 190 - 2000 MAIN STREET ) HUNTINGTON BEACH CA 92648 ) ) (Space above for Recorder's Use) This document is exempt from the payment of a recording fee pursuant to Government Code Section 6103. THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By: Ray Silver Its: Executive Director Dated: November 27 , 2000 , A. On or about December 6, 1996 , the Redevelopment Agency of the City of Huntington Beach, a public body, corporate and politic, hereinafter referred to as "Agency," entered into an Amended and Restated Disposition and Development Agreement (the "Agreement') with PT Development Company, LLC, a California limited liability company (the "Developer"), which Agreement provides for the acquisition, disposition, and development of certain real property (the "Site") situated in the City of Huntington Beach, California, and more Page 1 of 4 3 S particularly described on Exhibit "A" attached hereto and made a part hereof by this reference. As required in the Agreement and as referenced in the Grant Deed, the Agency shall furnish the 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 County. B. The Agency has conclusively determined that the construction on the Site described hereinabove required by the Agreement and the Grant Deed (the "Construction") has been satisfactorily completed. NOW, THEREFORE, the parties hereto certify as follows: I. As provided in the Agreement, the Agency does hereby certify that the Construction has been fully and satisfactorily performed and completed in compliance with the Agreement and the Grant Deed.. 2. The conditions upon Developer acd all obligations of Developer under the Agxcment are discharged, except as set forth in the Agreement. 3. Nothing contained in this instrument shall modify in any other way any other provisions of the Grant Deed executed and recorded pursuant to the Agreement. 4. After recordation of this Certificate of Completion, any person or entity then owning or thereafter purchasing, leasing, or otherMse acquiring any interest in the Property will not (because of such ownership, purchase; lease, or acquisition) incur any obligation or liability under the Agreement, except that such party shall be bound by'any and all of the covenants, conditions, and restrictions of the Grant Deed or the Agreement which expressly survive such recordation. 5. This Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of a mortgage, or any insurer of a mortgage securing money loaned to finance the improvements to the Property, nor any part thereof. This Certificate of Completion is not a notice of completion referred to in Section 3093 of the California Civil C. 6. The Recitals above are incorporated in full as part of the substantive text of this Certificate of Completion. Page 2 of 4 { IN WITNESS WHEREOF, the Agency has executed this certificate this day 27thof Nova.mber, 2000 ,X - THE REDEVELOPMENT AGENCY OF THE CITY OF HUN-nNGTON BEACH By RY a �� Executive Director ATTEST: APPROVED AS TO FORM.- see`-�ny e%'-e ic�r C/enk /zAgen�cy eneral Counsel 2,-13 --o G Developer hereby consents to the recording of this Certificate of Completion. JT DEVELOPMENT COMPANY, LLC, a California limit Iiabiiity company By: Jo otsoa Page 3 of4 :. . r EXHIBIT A LES�� SCRIPII N OF PROPEM BlcA 304 of Huntington Beach Tract, County of Orange, as per map recorded in Book 3, page 36 of Miscellaneous Maps in the Office of the County Recorderof said county. Page 4 of 4 ' CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California ss. County of On 0"O , before me, , Ew nd rru. a1 o ar ca go We aoe. ► DWY POV Personally appeared T nu L KING Commbalon fF 1237815 hotay Pubrc - Car -forma Oron2e County N"Y Comm. wars od 12 203 Rao Notary Sear AW" Name($) of 59r+ar(p 0 personally known to me Xproved to me on the basis of satisfactory evidence to be the persons) whose nameM Islare subscribed to the within instrument and acknowledged to me that hel&MAhey execrated the same In hisltwll ieW authorized capacity(las), and that by hisl4w/%elf signature(s) on the Instrument the person(s), or the entity upon behalf of which the persons) acted, executed the Instrument. WIVES my hand and official seal. spne+un ry c OPTIONAL Though the information below is not required by law, 8 may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Docu�jent Title or Type of Document: C� Q4' h Document Date: _ /f "-2f%' 0-6 l/ Number of Pages: ! Signer(s) Other than Named Above: _Q-t,! ir«J Capacity(les) Claimed by Signer Signer's Name: -So tin e i (0tS&4•.d ❑ Individual ❑ Corporate Officer —Title (s): ❑ Partner —❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator �Q her: Signer Is F Top 01 muna Here 1997 National Notary Associabon • 9350 Of solo Ave. P.O. Box 2402 • Chatsnd1h. t A 9131 &2402 Prod. No. 5907 Peorder: Cal R&Free 1400476-M? CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California ss. County 4f Zd . OnZm, before me, �p��r1 4. Qa:. � Nrn. a77d ru. or On rr7. oo.. �Wwc') personally appeared Flap. NO" seal Anw. wrne(s) or svwtst J personally known to me Y proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) Istare subscribed to the within instrument and acknowledged to me that helshelthey 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. OPTIONAL Though the information below is not rewired by taw. it may prove valuable to persons mlying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Doc mend . Title or Type of Document: ,V, Document Date: Number of Pages: IV Signer(s) Other Than blamed Above: _ !Z 7- �!l,�njn, Capacity(ies) Clai ed by Signer Signer's Name: 3{✓P�' t■f�nn/cti-9 - , ❑ Individual n lop Oi InvnD r7erB ❑ Corporate Officer Title(s): L7 Partner — ❑ Limited ❑ General ❑ Attomey in Fact ❑ Trustee 0 Guardian or Conservator jC Other:, eaCnC hye _,LJIi"e� _�� � W J Signer Is Representing- - i 0 10" NaWksl No" ASODSMUM • 9350 D! r Pw6_PO B'u?RJs • G+.t.wCiA, CA 9771}s'u • www�r.a+W O�Mr ap Prod No. 5901 Pa~ GY Tw-FN 740"764U? U %1t. ;,:. ��.':! I >>i �.,':'� KN 5!arl7'? 4�:i1:�,s2s. e,�ii C. MUM- CONSEHr OE 3JE N ti c DE ev t otnenComp-any, LL The undersigned, being all of *c Moab :rs of J/T Developme:zt CoT=any LLC, a California limited liability company -(the "Company"), hereby adapt, byunanimous ,x—.,tten consent, the :oiloarin¢ resolutions, effective as of the 25th day of Sept-mber,1997. NNTIEREAS, the Company has e:rtered into an Amended and Restated Disposition amnd Develepm.-it Agreement dated December 16, I996 (the "DDA") with the Redevelopment Agency of the City of H=tington B each a public body, corporate and politic (the "AZ=cy) for the purpose of efrcz:u2ting the Rcdevelap:mzt Plan for the:Qain Pie. Redevelopment Project; a.td V4Tt.ERE AS, the Company seeks to prece-d with acquisition of that cz tsin property in the City o£'iuntirgton Beach, Cali:o.=a. as more frilly cescrib:din L%-- DDA (the "P:ope:ty"), pursuant to the t=s of the DDA; WMTIU_AmS. the Compaq r, upon ob'' hair dtle the Property, seeks to d^relep the Property a.s a mixed use project pursuant to the terns of the DDA; WHEREAS, the Company seeks to obt.? in that c=.a in Construction Lot in the a^proximate amount of s cur► :n Million Ei ht Hundred Six Thcusmd Dollar (S 14,80E,00a.00) (the "Loam"), Etna the Imperial Bark, Ioc, red 2z 701 B Street, 6th Flecr, Sm Diego. Cziiforzia 92101 "Lender"), to ba used to develcp and improve &-e P.opc:ty; VVI E AS, said Loan v ill bear an interest rate of one percen t (1°;) in excess of the Lender'; prime rate with a Poor of one perment (194) below the int„-r--q rate in deer on the closias date; have a rzm Mriry date of eight= calendar months from the c'.osing date with one possible six (E) month mension in maturity upon payment of an extension fee of three -fourths of one percxt of the Loan a.•nount; be incividmlly get: ranteed by John Tillotson znd Jcim Tsai; and havc 8 toau origination fee of 1.5% of the loan amount but not is excess of S229,3I5.00. VIHEREAS, as a condition to make the Loan, tre Lender %vill require the Company to exec`att documents evidencing r ;d securing the Loan ircludirg, without H=tation, a Loan Ar:—..rnen t. PrzmissMNotets), Decd(s) of Trust, Security Agreement(s), Assi=angs) of Roats ani C nt—act;, Indemnity Aga ee=ent, Finst:cing Sta:ernents, and other like doc=eµts encumbering tl;c Property and the Company's right-, interest acid assets (collectively, the "Loxes Documents"); WHEREAS, in co:rztcctioa with the development of the Propemf, the Company intends to esstablish a residential condontiniumm element and possibly a ccmmercial condcminiwn element t;.zmt er •xith one or more homeowners associations, aid in eornecton thcrc%* , Company hill be required to ex.cutc Dcclararioc(s) of Covc=s, Conditions and Restrictions. Declarat:ors of wiexation, sp_cirren deeds, Deparunent of Resl Estate fziiznrap, and c&.er irnplem—ti,ag .. .. 6.. 1..1 doc=entaticn (the "Condominiu.•n Do-urnents' ; WHEREAS, the me-ibers of the Corny have further de:er=ned that it is b she best inteirzsu of the Company to proceed with e.cquiaition of the Propc ty, sccept the Loan, and executo =d deliver the Lom Doct m=U and Condominium Documents; NOW IlmREI.ORE, RE Ti RESOLVED the members of the Compa.iy h=by zutF.oze and direct John Tillotson to esccutc and deliver, or. bc'aaif of the Con,:)=/ and as Operating Nfanager of L%z Company, any and all agrremenss or other necess-my or desirable documents in c; azection a7zb the a:gtr<si►.ion and development of tale Property, including, without linut :lien, the Loan Doctuaencmd Condominium Documcn!s, or to otl+erazse do A thing necessary or desirable in connection •xith the acquisition and development of the Property; and it is RFSOs '% F.D FMT•�H"r.R tha; the members of th. Company hereby autbarize and direct the dr:zati.�g :4iasa : t0 exeYLLiJ xTLd delive± Zb Ag nr, the currt-:t cw-ner of fza title to the Prepe: } {, a..}, and &U aV=-.n •s or oth-ntccssa-y or desimbit documents in connection wiib acquisition of tide to the Property, include& deeds, escrow instmcdets, title instructions, rcconvc}ance dcctu ent3, and any other like documents, ar:d to otherx se do all t1hincs necessmy or desirable jr, connection -u ith tl a more; and it is RESOLVED FURTEER, that any and all ects raker. by �e 0pemtin_ 1�%ager on behalf of the Company in IG cz'pac ty as OrTting Manage of the Company, which acts were in connection 1xirh the acq•isition of the Prrperty, or the negotiation of the Loan or the execution of the Loan DacunerM or Candor znium Documents cad were ntrformcd prior to the date hereof by the Operating Manger = hereby approved and rzriEea This Cottsent is effcctitie as of Septtmbzr 25. 3997. INIENIBERS: lifike Roberts �:`.�: g106i'001 11", . 10:50aa 2 011 OF 199TIr614M MCI FRam THE DESK OF dlryii �rw UNITO a7mug mo 13JD 0 \ 79,VGt./PCJ 4�4j f20'h CCU 7 DZ.tJti Dui ORAPJGF COAST TITLE Recording Requested By and When Recorded Return To: Connie Brockway, City Clerk Office of the City Clerk City of Htnttington Beach 2000 Main Street Huntington Beach, CA 92648 Recorded in the County of Orange, California Gary L. Granville, Clerk/Recorder i�lf[I��f��la�ll�IlU���iIRI No Fee } 19970472254 3:32pm 09/24/97 ) 005 21004370 2130 A17 8 6.00 21.00 0.00 0.00 0.00 0.00 (Space Above this 'T"i X, )1XI.�ilit�iT r �s:• ae r .:.Ir r au�I • • „ta.r .r 1 (a) par3ics. 'his Memorandum of Amended and Restated Disposition and Development Agreement ("Memorandum"), dated for identification purposes as of December 16, 1996. is apt red into by and between THE REDEVELOPMENT AGENCY OF THE CPIY OF HUNTINGTON BEACH, a public body corporate and politic ("Agency') and JT DEVELOPMENT COMPANY, LLC, a California limited liability company ("Developer"). (b) Agency and Developer #rave oecutcd an Amended and Restated Disposition and Development Agreement ("DDA') dated for identification purposes as of Decernber 16, 1996. covering that certain red property located in the City of Huntington Beach. County of Orange, State of California, more fully described in Exhibit -A` attached hereto and incorporated herein by this reference. All of the terms, conditions, provisions and covenants of the DDA arc incorporated in this Memorandum by reference as though written out at length berein, and the DDA and this Memorandum shall be deemed to constitute a single instrument or documenL aFa.�o�uoeua 12" 7f1 i5 >�o C.c] m er-�t • iYl v � i Attachment I I Page 1 of 7 This document is oololy ror the officinl 1+"31aoas of tho city Of [fit t• ._cn °4,01. as contem— Nated ur.._,:• ::oissrnrentt Code Sec. 6103 and alrould bo recorded free of charge, Tax•Exempt-Goi emment Jlgency CRY OF HUNTINGTOV BEACH C male ©totMway. C#AC my c By. eputy City Clerk co r'j L'qp 'a fa q4 �Q See Cq Y1�tn3o 7h IGGS o� I;1•f 91951• -11,',- nia-L� � �9L1 s (r Y4-Y.e+^or�lec- � r� - acknoWrG� lc �cf. Q '� OF Ui� Mn,� b-e 'Ycltase.a.. 4r) ac o bo,4!) 4-hes� no+zc�' ores ORANGE COAST TITLE Recording Requested By and When Recorded Return To: Connie Brockway, City Clerk Office of the City Clerk City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 THIS ORIGINAL DOCUMENT WAS SCkNNEO AND ELECTRONICALLY RECORDED ON SEP 2 4 1997 Document No. liq 7 Dql t4L OCTLA (Space Above this Line for Recorder's Use) M MEMORANDUM OF AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT (a) Parties. This Memorandum of Amended and Restated Disposition and Development Agreement ("Memorandum"), dated for identification purposes as of December 16, 1996, is entered into by and between THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic ("Agency") and JT DEVELOPMENT COMPANY, LLC, a California limited liability company ("Developer"). (b) Disposition and Development Agreement. Agency and Developer have executed an Amended and Restated Disposition and Development Agreement ("DDA') dated for identification purposes as of December 16, 1996, covering that certain real property located in the City of Huntington Beach, County of Orange, State of California, more fully described in Exhibit "A" attached hereto and incorporated herein by this reference. All of the terms, conditions, provisions and covenants of the DDA are incorporated in this Memorandum by reference as though written out at length herein, and the DDA and this Memorandum shall be deemed to constitute a single instrument or document. SF/s:C:SF %Ag=:Atch1208 12 l% Attachment 11 Page 1 of 7 This document Is solely Yor tqe offielzl hi+;iners of the City of H>> on �.3arn, no contem— plated u�. ,;u ,c;t::s. ; Code Sec. 6103 aa:d should be recorded free of charge. Tax -Exempt -Government .Agency CITY OF HUNTINGTON BEACH nrne Brockway, CMC city Clerk By: r111heputy City Clerk . (c) Pv=se of h1cimorandum. This Memorandums is prepared for recordation purposes only, and in no way modifies the terms, conditions, provisions and covenants of the DDA. In the event of any inconsistency between the terms, conditions, provisions and covenants of this Memorandum and the DDA, the terms, conditions, provisions and covenants of the DDA shall prevail. Tt:e previous Merrmrarl6m of Disposition and Development Agreemnt was never recorded. Attachment I I . Page 2 of 7 SF10:SF-%AvtC Atch1248 12M96 . The parties have executed this Memaranduni at the place and on the dates specified immediately adjacent to their respective signatures. Executed&I Af , 19.2 7 at "Agency" THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTTNGTON BEACH, a public body corporate and Politic ATT£ST: By: aff-�" ^ QMkmRw [.fez/✓ 17,,CcQI� By= d - xecutive ni4ctor E.xcecuted 19 2a at:. t�i�.���� 6 u � sac.\, C'Pr •"Developer" . JT DEVELOPMENT COMPANY, LLC, a California liability company ` Tillotson — Managing r John Tsai — Mice Robefs — Member Attachment 11 Page 3 of 7 SFIv0 sFr%AS=:AtchI2N E2tM • CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of Ui L Yi County of On j� rtti� .mot LS . t �i`I~i before me, (..��t.c4,Y& A. of of K , P T -)Dole Name end TOM ofOff-M (a p Jane Doe. Notary -I personally appeared 1� �IV ttvj �Lr1,ct- Names) of Sgnw(s) personally known to me - 4 s 4f satisfact_ory_evidence to be the person whose nam4 �+sl re ubscribed to the within instrument and acknowledg he to me that hefshe executed the same in e' authorized capacitye , and that 01Y dh bis- + signature soon the instrument the persoQS0 LAURAA.NEL.SON or the entity upon behalf of which the persor& acted, I-1qA AIMA-563 executed the instrument. c"" cn tVotaryPliac —caslb NO orz�,3E Covr WITNESS m hand and official seal. V%Y Ccmm. Expires .hil23. IM Sgrialure 01 Notary Pubic /OPTIONAL Though the Information below is rot required bylaw, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of attached Document Title or Type of Document: t.c.yZU-edidun7 Document Date: Number of Rages: '7 Signer(s) Other Than Named Above:. U-Lu{ � . S tom - l d [ LO lS M I Capacity(ies) Claimed by Signer(s)l fu rt5 Signer's Name: IC L G(,1 �i ► (�Gt�- Signer's Name: CU ruux, G(�,LV-1 G G 11 Individual Corporate Officer Ttle(s): Partner — ❑ Umited ❑ General Attorney -in -Fact Trustee ❑ Guardian or Conservator r . - r `,< Other: C kN C,-% C ma ,N Sop 01 lhulnb 11.0 Signer Is Representing: C individual C Corporate Officer Titie(s): ❑ Partner — ❑ Limited 13 General ❑ Attorney -in -Fact ❑ Trustee -• r ❑ Guardian or Conservator t ' R Other: _UtA'�• Top 01 diexm ltiere Signer Is Representing- ET- O 19" No,-xral Hoary Assonabon •"Remnet Ave., P.O. hoe 7184 • C olopa Perk, CA 91309-7184 Prod. Na. 5907 peorder: call TdFFroo 1-800-8764W • • CnLIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of 0/7 County of - Q�—„.1e' L/ _.. On _ �5-147 _ _ before Dale Name and Tale of Oft a Jens NOtary Pik.') -personally appearednh1�_ �, Name(s) of Sgner[s+ ❑ personally known to me -- OR proved to me on the basis of satisfactory evidence to be the persorj} whose name(ea subscribed to the within Instrument and acknowledged to me th�y executed the same i +�� authorized capacity(!"), and that by h+ it signature(s}on the instrument the person(s), or the entity upon behalf of which the person(5} acted, executed the Instrument. ELOMON FN,7rN'G WITNESS my hand and official seal. cow. # 1otI3397 Notary Pub% ^ Co6tomia ORANGE COuNZY : ,01Y Comm. Enre3 AUG 29.1997 6,1 spmue of Ndary utft OPTIONAL Though the Information below is not required by law, R may prove valuable to persons relying on the document and could prevent haud,dent removal and reattachment of this form to another document Description of Attached Document Title or Type of Document. __ .G �-c Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(les) Claimed by Slgner(s) Signer's Nami 2e2di'l. ❑-lediv'tdna� �� -� ❑ Corporate Officer TAle(s): ❑ Partner --❑ Limited ❑ General ❑ Attorney -in -Fact ❑ Trustee a Guardian or Conservator r ❑ Other: Top of vmnb Here Signer Is Representing: Signer's Name: G 04 e IBM Individual Corporate Officer Title(s): Partner — ❑ Limited ❑ General Attorney -in -Fact Trustee Guardian or Conservator Other: _ Signer Is Representing: DIM NaticrW Notary Awoaaean • 8M AWWWK A%*,, P.0_ 53X 7104 • Canoga Park CA 9t309.7184 Prod_ No. 5907 Reorder: Cas TaFme 1-000-87B-tiW CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of - - ..(2.4 County of 6-a A'?4e- On ----f i before me, l , Dais Hama AM Tide of 46�oer (e.47 ') personally appeared .Joss_AL Z7�cr�-t� Names} of sprw(s) -Vproved to me on the basis of satisfactory evidence to be the person(e) whose name(s)a subscribed to the within instrument and acknowledged to me thaKSL40AIAW executed the same it �eirauthorized capacity(ies), and that by "ir signature(.on the instrument the person(e), or the entity upon behalf of which the person(s) acted, executed the Instrument. EtrlABET1i E}IfZt+ii3 Comer.: marlWWITNESS my hand and official seal. INC N.-.4 ary Pubic — "fa; Q^,�NiGE COt NrY My Comm. arras AUG 29.1997 toSy�st:re d No .. OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Documente �,od�{ Title or Type of Document: 4rf pis s+- "�� Document Date: l / 3�96 , - _ _ _ _ Number of Pages: spa Signer(s) Other Than Named Above: A)14-e- �J Capacity(ies) Claimed by Signer(s) r Signer's Name: ❑ Individuat 1�! Corporate Officer Ttle(s): ❑ Partner-- ❑ Limi d [Ttenerat ❑ Attomey-in-Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other. Top of mumb here Signer Is Representing: Signer's Name: I■ ■ ■ ■ ■ Individual Corporate Officer T+tle(s): Partner —❑ Limited ❑ General Attorney -in -Fact Trustee Guardian or Conservator Other: -. - - I Top of mono here Signer Is Representing: 0 194E Na•,7r4 Notary Asaaua5m - BM f evr Axe., P.Q. Box 7184 - Campo Peck. CA 91309418r Prod. No_ 5907 Peader. Cad Ti*Fme 1430-676-SW CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of _dZ4huCC. County of On _fA /� �-GGf before me, _ C 517,1i.�Ocwif 01 Date Nara aw rNs of t "XW (a.g-. Jana Doe. NM(Y Pabst personally appeared _ Mhti___&_- _ /i & 2�s ozj "m"' d Spnar(a) personally known to me -- OR -❑ proved to me on the basis of satisfactory evidence to be the persorW whose name(,aoVare subscribed to the within instrument and ackn wledged to me that(gshe/they executed the same in +t lherltheir authorized capacity(ies), and that by .,ber/their signatureN on the instrument the person(K, or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. tt-Dtaw�ioi My�rR[�+ef t7ecl�t Signature d Naary PuV yr OPTIONAL Though the information below is rot required bylaw, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Air, Document Date: IL -L Number of Pages:: Signer(s) Other Than Named Above: a 154 t e A#14 k tjic g73 Capacity(ies) Claimed by S_ igner(s) Signer's Name: "370hAj ti - 1 . I Ij#sa,,, on r� ■ w N ■ Individual Corporate Officer Title(s): Partner — ❑ Limited ❑ General Attomey-in-Fact Trustee Guardian or Conservator Other: Signer Is Representing: Top of thumb here Signer's Name: Em C C G Individual Corporate Officer Title(s): Partner — ❑ Limited ❑ General Attomey-in-Fact Trustee Guardian or Conservator Other: Signer Is Representing: rTop of thumb mere 01995 N41anel Notary Awootion • lIM Rammet Ave., P.O. Box 7184 + Canoga Park, cA 913W7184 Prod. No. 59p7 Reorder. Call Toa-Fro* 14K"?6-6V7 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of 0 County of ©M-1.7-fG On 07 before me, 41i=41R44411 Dare . l Name and roe of Officer (a g , -,lane Me. Notary Pub ) nersonaliv aooeared �l//�G _ lee a -9proved to me on the basis of satisfactory evidence to be the person(} whose namescabseribed to the within instrument and acknowledged to me that�y executed the same l i it authorized capacity(+es), and that by eNt�teir signature 4s) on the instrument the person(e), or the entity upon behalf of which the person(a) acted, executed the instrument. EUZABErti EyR.'Kr- WITNESS my hand and official seal. • '_� ; _ Notary Pt"r — Cdfomio • ORANGE CCUNTY WW Comm, Eq*65 A* 44, t44T s/gnan" of Notasir Pum OPTIONAL Though the information below is not required by law, it may prove valLable to persons relying on the document and could prevent fraudulent removal and reattachment o.' this fort to another document Description of Attached Doc rpen ' 'e Title or Type of Document: Document Date: t413�2'6 Numberof Pa es: T� P145 rs d Signer(s) Other Than Named Above:% _ ,C _ a - Capacity(ies) Claimed by Signer(s) Signer's Name: AII& ❑ Individual Ix Corporate Officer � Title(s): ❑ Partner —❑ Limited ❑ General ❑ Attomey-in-Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other rp at Mumb We Signer Is Representing: T Signer's Name: ■ ■ ■ ■ ■ ■ Individual Corporate Officer Title(s): Partner —❑ Limited ❑ General Attomey-In-Fact Trustee Guardian or Conservator Other: Signer Is Representing: C 1994 Nat _nal Notary Associew • 82M Pammet Ave.. P.O. Box 7184 • Canoga Park CA 013D9.7184 Prod No. 5907 iteoreer: Cal Tol-Froe 1-1D0-87E-68z7 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of Chi County of 0 On _ ��7/9Y _ before me, 4 -,e% L-v _ Date , Ham. ana T" or CW .d4 ,'.lane Dof. NUGry Pmhn personally appeared !Y ez L hams{s) or Sgnorta� ',personally known to me - OR -❑ proved to me on the basis of satisfactory evidence to be the personH whose name{e)dAife subscribed to the within instrument and acknowledged to me thal(E36heAhey executed the same ink authorized capacity(aes), and that by �r it signature(a) on the instrument the person(e), or the entity upon behalf of which the personfs) acted, executed the instrument. ELMETH EKQV4 c �WITNESS my hand and official seal. �R.�i/ t W+V./���ry z � � NotW Ptt*C — Caiforroa ,� a ORANGE courcy MY COMM E9*93 AM- 29,1997 Sgnai.,rs d ry Pic OPTIONAL Though the information below is rot required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of attached Document -Z Title or Type of Document:����s.c, _ Document Date: Date: a? Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's ❑ Individual X Corporate Officer Title(s): 4-e-c >r� ❑ Partner — ❑ Limited ❑ General ❑ Attomeyin-Fact ❑ Trustee ❑ Guardian or Conservator ` - ❑ Other: Tap d thumo here Signer's Name: C Individual h Corporate Officer Title(s): ❑ Partner — ❑ Limited ❑ General 0 Attomey-in-Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Top of uw nb here Signer Is Representing: Signer Is Representing: C 1994 blM-W NVmV Association • 6230 Pam n%A+m.. P.O. Box 7164. Canoga Palk. CA 91309.71&i Prod. No. 5907 r6a~- Cd TaFFree I-SOG-4764W • �o • EXHIBIT "A" LOTS 1 TflROU(3H 28 INCLUSIVE IN MOCK 304, OF HI7NT'IlVGICiV BEACH TRACT, IN THE CITY OF HLWrIMICN BEACH, AS PER MAP RECORDED IN BOOK 3, PAGE 36, OF MISCETTAN OUS MAPS, IN THE OFFICE OF THE COiWN RECORDER OF SAID aXNiY. EXCEPT THE NORTHWESTERLY 10 FEET OF SAID LOTS 2, 4, 6, 8, 10, 12, 14, 16, 18, 20, 22, 24, 26 AMID 28 AS CONDEMNED BY THE CITY OF HUNTING CN BEAM BY FINAL DECREE RECORDED DECKER 3, 1923, IN BOOK 500, PAGE 278 OF DEEDS, RECORDS OF SAID ORANGE COUNTY. AJ-SO EXCEPT ==OM ALL OIL, GAS, MaERALS AND CIRM HYDROCARBON' LYDU BELOW A DEPTH OF 500 FEET WITHOUT ANY RIGRT TO ENTER. UPON THE SURFACE THE alBSURFACE OF SAID LAND ABOVE A DEPTH OF 500 FEET, AS PROVIDED llnNN IEq OF RECORD. r AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT (THIRD BLOCK WEST) BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, (" AGENCI"r) AND J T DEVELOPMENT COMPANY, LLC {" DEVELOPER') G:SF-96Agm:DDA-1208 TABLE OF CONTENTS 1. 1§ 1001 SUBJECT OF AGREEMENT 1 A. 1§ 1011 Purpose of Agreement 1 IL 1§ 1021 The Redevelopment Plan. 2 C 1§ 1031, heSite. 2 D.1§ 1041 Parties to the Agreement 2 1. [§ 105] TheAEencv. 2 2. [§ 106] The Developer 3 3. [§ 107) ProhibitioaAanst Chanve in Ownership. Management andControi of Developer and Prohibition Against Transfer of the, Site 3 E. I§ 1081 Representationsbyithe-Developsr. 5 F.1§ 1091 Good Faith DeposL( 6 If. [§ 200] DISPOSITION OF THE SITE. .7 A. 1§ 2011 Purchase of the Sitc. 7 IL I§ 2021 Escrow 9 C.1§ 2031 Conveyance of'title and Delivery of Possession 11 D.1§ 2041 Form of Deed for the Conveyance 12 E.1§ 2051 12 F. I§ 2061 Time for and Place of Delivery o(Qged 13 G. I§ 2071 Recordation of Documents_ Disbursement of Funds. 13 H.1§ 2081 Title•Insurance 13 L [§ 2091 Taxes and Assessments 13 J. 1§ 210] QCcUpgnis of the Site. 14 K 1§ 2111 Condition of the Site 14 1. Disclosure 14 3.Clcanup 14 3. 15 4. Devela= Indemnity 16 5. veIg= Covenants 16 ' 6. Daycloner Release 16 i F'h:G:SFA6Agrx:DDA-1208 121131% 7. Definitions 17 11§ 2121 Paliminary Work 17 At.13 2131 Conditions I•xecedent g the Conveyance 19 N.1§ 2141 General flan DCsignation andZoning, of the Sife: 5ubdivision iap Anprova 19 0,1§ 2151 Submission of LvidcnceQf Mancial Commitmentl and j&an ! 'lo- sins= 20 P.1§ 2161 Relocation 21 Q.1§2I71 Rcal Fatate Tazeand Assessed Valuations 21 III. [§ 3001 DEVELOPMENT OF THE SITE. 22 A. [§ 3011 Development of the Site. 22 1. [§ 302] Scoys>e of Deyel!2vment. 22 2. [§ 303] 51tcEan. 22 3. [§ 3041 CMstrucion [lraw ngs and Related Documents. 22 4. [§ 3051 Review and ARflroval of Consmcfion Drl%vh-s and RelatjDQcuments. 23 5. [§ 3061 CM1 of Lkytiynme t. 24 6. [§ 307] Demolition of Site. 26 7. [§ 308] lion ion chedule. 26 8. [§ 3091 Indemnity. UdilyIn,jua and $Qpertv Derma=e 1nsLrance. 26 9. [§ 3101 CilyAnfd Dtl,er (; vemme tal Agcmar Eermils, 27 10. [§ 3111 Rip -his of Acdess. 28 11. [§ 312] ?Qggl- State and F raj jLaws. 28 12. [§ 313] An 1-Discrimi a ion. 28 i U l L-1, I l 1•�7.,-asrj]ack Financfnr4 i F - of l \ • Encumbrances Exca Mollgage3, ti' • e[TrulL or I 1 i • 1. • It •11 i ldgldcr Not ObIgalcd to Cmstmet I mproytMMIS. 1§ 3171 Notirs of -Default to MortragrC or Eked of Trust Holders: Right tQ Cu 27 Failure3. HoIdCr tQ • 11 DlctC Tmproycments. Rigbt of !c Agenot to &re Mortgage 1 D.1§ 3211 Additional AmcndMen E. (§ 3221 Cel'tificate of Comnlstion. IV. [§ 400) USE OF THE SITE. A. 1§ 4011 Construction orIm11roY me ents. IL 1§ 4021 Affordable Housing. G 1§ 4031 Parking Gam, Fls:GSF-96Agrm.-DDA-1108 12/13/96 31 31 33 . 33 • 33 33 D.1§ 4041 ComR3eEcial Development. 33 E.1§ 4051 Uses In Accordanmwtth RedeycloprnCnt flan, Nondi5Sriminaiion. 34 F.1§ 4061 Effect of Vlolatio vki 35 V. [§ 5001 DEFAULTS AND REMEDIES. 36 A.1§ 501) Defaults =Geper d. 36 D.1§ 5021L&gal Actions. 36 1. [§ 5031 Iastit1tion of L&gal Actions. 36 2. [§ 504] ApWicablc faw. 36 3. [§ 5051 36 Q 1§ 5061 37 D.1§ 5071 Inaction Not a 3ya1ver of Default. 37 E.1§ 5081 Remediss andRoPlSts Prior to Conveymices. 37 1. [§ 509] Damages. 37 2. (§ 510],Specific Performance, .37 3. [§ 5111 Termination U lhe Develop Prior to the Convcvance, 37 4. [§ 5121 Termination bythe Avena Priorto_the,Coavevance• 39 F.1§ 5131 Remedies of the P:trfies for Default After -the -Conveyance. 41 1. [§ $141 41 2. [§ 5 151 Action for SpcclfleEcdormance, 41 G.1§ 5161 Reenta lind Rexating olTilic In the ACCDCX After thesbdyevance. 41 VI. [§ 6011 GENERAL PROVISIONS. 43 A. [§ 60 1 ]Notices, Demands and Communications • etweenlhe-Pgrties. 43 B. Z§ 6021 Conflicts of lateresL. 43 C. ]§ 6031 tt=. 44 D.1§ 6041 houllabilifY of Officials nod EmPlaw of the Am= and At Dcvclqpm 44 E.1§ 6051 Entire Agreement, Walvers. Consent and Aproval. 44 F.1§ 6061 Memorandum of Agfeement. -45 .' G. N 6071 Counterparts 45 VII. 7001 TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY. 45 I ,'s:G:SF-96Agm:DDA-120S 12/13/96 a �i�l`I��1r7s�J�Na.41�l9Llr 1 '• ��► s►r r �'ulre: u ►l I'r BLOCK WHEREAS, the Redevelopment Agency of the City of Huntington Beach a public body, corporate and politic (the "Agency") and Newcomb/Tillotson Development Company, a California general partnership, previously entered into a Disposition and Development Agreement dated as of March 5, 1991 (hereinafter referred to as the "Prior DDA"); and Newcomb/Tillotson Development Company assigned its interest in the Prior DDA to JT Development Company, LLC, a California Iimited liability company {"Developer"); and Developer and the Agency desire to enter into an amended and restated Disposition and Development Agreement which will supersede and replace the Prior DDA and amend and restate all of the obligations thereunder, NOW, THEREFORE, this Disposition and Development Agreement ("Agreement") is entered into as of the 16th day of December 1996 ("Effective Date"), by and between the Agency and the Developer, The Agency and the Developer hereby agree as follows: I. [§ 100] SUBJECT OF AGREEMENT 1. The purpose of this Agreement is to effectuate the Redevelopment Plan (as hereinafter defined) for the Main -Pier Redevelopment Project (the "Project") by providing for the improvement of certain property situated within Subarea 5 of the Redevelopment Plan (the "Project Area"), by assisting in the assembly, disposition, and development of that real property. The Project is to be developed as a mixed use project pursuant to the Scope of Development set forth in Attachment No.3. These improvements and certain other improvements to be constructed by the Developer constitute the "Improvements," as more specifically defined in Section 302 of this Agreement. Pursuant to this Agreement, a certain portion of the Project Area, hereinafter identified as the "Site" on the "Site Map", shall be developed and improved by the Developer in accordance vdth the terms of this Agreement. This Agreement is intended to set forth a comprehensive plan for development of the Site, including the nature, design, processing, financing and construction of the Improvements, for the mutual benefit of the Agency and Developer. The disposition and development of the Site as provided in this Agreement are in the vital and best interests of the City of Huntington Beach (the "City") and the health, safety, morals and welfare of its residents, and are in accord with the public purposes and provisions of all applicable state and local laws and requirements under which the Project has been undertaken. SF1s:G:SF-96Agru:DDA-1208 12112J96 I: 1 1- a 42i 11 1 1 The Redevelopment Plan for the Project Area was approved and adopted by Ordinance No. 2578, as amended by Ordinance Nos. 2634 and 3343, of the City Council of the City of Huntington Beach. Such ordinances and the Redevelopment Plan as approved and amended (the "Redevelopment Plan") are incorporated herein by reference. Prior to issuance of a Certificate of Completion for the entire Site, the Agency agrees not to amend, modify, or change the Redevelopment Plan for the Project Area in a manner that would affect the uses or development permitted on the Site, the restrictions or controls that apply to the Site, or any other aspect of the use and enjoyment of the Site in the manner contemplated by this Agreement, without the prior written consent of the Developer. Amendments to the Redevelopment Plan applying to other property in the Project Area shall not require the consent of Developer. C. [§ 103] 1ba,%te• The "Site" is that portion of the Project Area so designated on the "Site Map" which is attached hereto as Attachment No. 1 and incorporated herein by reference. The Site is described in the "Legal Description" which is attached hereto as Attachment No, 2 and incorporated herein by reference. The Site consists of the following parcels of property (collectively, the "Parcels"), which are identified on the Site Map: (i) those certain parcels owned by the Agency (the "Agency Parcels"); and (ii) that certain property, consisting of public alley located within the Site, which will be vacated and abandoned by the City and conveyed to the Developer in connection with redevelopment of the Site (the "Alley Parcel"). It is understood by the Agency and Developer that the existing Site will be subdivided substantially in accordance with a Tentative Tract Map (the "Subdivision Map") to be submitted by the Developer to City. The legal lots created as a result of that subdivision (individually, a "Lot" and, collectively, the "Lots") will consist of separate legal lots containing retail and office uses (individually, a "Commercial Lot" and, collectively, the "Commercial Lots") and separate legal lots containing residential condominium improvements (individually, a "Residential Lot" and, collectively, the "Residential Lots"). D. [§ 1041 Parties to the Ag=ment 1. [§ 105] The Agencv. The Agency is a public body, corporate and politic, exercising governmental functions and powers and organized and existing under Chapter.. 2 of: the Community Redevelopment Law of the State of California. The principal office of the Agency is located at 2000 Main Street, P.O. Box 190, Huntington Beach, California 92648. 2 SF/::G:SF-96A&T":DDA• 1208 12/12/96 "Agency", as used in this Agreement, includes the Redevelopment Agency of the City of Huntington Beach and any and all assignees of or successors to its rights, powers and responsibilities. Whenever the Agreement refers to approvals or other actions to be taken by the Agency, such approval or other action may be performed by the Executive Director of the Agency or his or her designee. 2. [§ 106) ThaDevelo= The Developer is JT Development Company, LLC, a California limited liability company. The principal office and mailing address of the Developer for purposes of this Agreement is 15272 Bolsa Chica Street, Huntington Beach, California 92649. The members of JT Development Company are John Tsai, John Tillotson, and Mice Roberts and the managing member is John Tillotson. By executing this Agreement, each person signing on behalf of the Developer warrants and represents to the Agency that the Developer has the full power and authority to enter into this Agreement, that all authorizations required to make this Agreement binding upon the Developer have been obtained, and that the person or persons executing this Agreement on behalf of the Developer are fully authorized to do so. NVhenever the term "Developer" is used in this Agreement, such term shall include any and all nominees, assignees, or successors in interest to the rights and obligations of the original Developer pro% ided for by this Agreement 1 1 . ! I 1 1.! in .a w I a u• !.•f!1 1 pndControl j2fD' •/.+! :1• D ohibition. ! fs! y ! 14 Etc The qualifications and identity of the Developer are of particular interest to the Agency. It is because of these qualifications and identity that the Agency has entered into this Agreement with the Developer. Consequently, prior to the Executive Director of the Agency issuing a Certificate of Completion with respect to the Site, or, as to each'Lot within the Site, prior to the Executive Director's issuance of a Certificate of Completion with respect to $uch Lot (as provided in Section 322 below), no person, whether a voluntary or involuntary successor of Developer, shall acquire any rights or powers under this Agreement, nor shall the Developer assign all or any part of this Agreement or the Site, without the prior written approval of the Agency (except as provided below). A voluntary or involuntary sale or transfer of any interest in the Developer or the Site shall be deemed to constitute an assignment or transfer for the purposes of this Section 107, and, except as provided below, the written approval of the Agency shall ,be required prior to effecting such an assignment or transfer. Any purported transfer, voluntarily or by operation of law, in violation of this Section, shall be absolutely null and void and shall confer no rights whatsoever upon any purported assignee or transferee. The Agency agrees that. it will not unreasonably withhold approval of any assignment requiring its consent. . 3 5Fh:G:SF-96Ag=-.DDA-1248 12/12196 Notwithstanding the foregoing, Developer shall be entitled to make an assignment which consists of a mortgage, deed of trust, sale and lease -back, or other form of conveyance for financing, provided that such assignment is made to a lender approved by the Agency pursuant to Section 215 of this Agreement and is for the purpose of securing a loan of funds to be used solely for financing the direct and indirect costs of constructing and operating the Improvements, including without limitation, any hard or soft construction costs, interest, fees, points, reserves or other financing costs, and all costs of planning, designing, constructing, developing, leasing and operating the Improvements to be constructed by the Developer with respect to the Site. Notwithstanding any other provision of this Agreement to the contrary, Developer shall also be entitled, without Agency approval, to make an assignment, sale or transfer of this Agreement (or a portion thereof), the Site (or a portion thereof), or any interest in the Developer, in connection with any of the following: a. The conveyance or dedication of any portion of the Site to the City of Huntington Beach or any other governmental, public, or quasi -public entity, body or agency, including all public utilities, where such conveyance or dedication facilitates the development of the Site. b. A transfer of the Site, or any Improvements thereon, and/or the assignment of this Agreement to an entity over which the Developer, the managing member of the Developer, or a wholly owned affiliate of the Developer exercises operational and managerial control, if (i) the purchaser and/or assignee agrees to be bound by the provisions of this Agreement and any other agreements that the Developer and the Agency have executed in connection with the Project, and (ii) the Developer, the managing member of the Developer, or a wholly owned affiliate of the Developer holds more than a fifty perccnt (50°/a) interest in the profits and losses of such purchaser or assignee. C. Any transfer resulting from the death or mental or physical incapacity of any individual. d. Any transfer to a family member or in trust for purposes of estate planning considerations, provided that an existing managing member of the Developer shall retain exclusive operational management and control of the development of the Site and shall remain responsible for the obligations of the Developer hereunder. e. Any transfer of the Sit-- or any part thereof or interest therein, as a result of the judicial or non judicial foreclosure (or conveyance in lieu • thereof) of any encumbrance authorized by this Agreement. f. Any transfer to a lender approved by the Agency in -accordance with the right of such Iender under its approved encumbrance to acquire an interest in the Site, the Developer, or this Agreement. G' Sr/s:G:SF195ASme:DDA-1208 12/12/96 g. Any transfer resulting from the leasing to occupancy tenants of that portion of the Improvements to be occupied by such tenants. h. The sale of individual condominium units, the conveyance of common area and easement rights in connection therewith, and the conveyance of fee and easement interests between the Developer and the homeowners association to be created in connection with such condominium interests; provided, that no sale of an individual condominium shall close prior to the issuance of a Certificate of Completion for the applicable Residential Lot. L Any transfer of an interest in the Developer as Iong as the managing member of the Developer retains operational management and control over development of the Site, provided such transfer does not affect more than sixty percent (6(r) of the existing interests in the Developer and the Developer shall remain responsible for the obligations of Developer hereunder. No assignment of the Developees obligations with respect to the Site for which Agency approval is required, specifically excluding assignments for fmaneing purposes and the types of assignments identified above in subparagraphs (a) and (c) through (i), inclusive, shall be effective unless and until the proposed assignee executes and delivers to the Agency an agreement in form reasonably satisfactory to the Agency's attorney assuming the obligations of the Developer which have been assigned. Tbereafter, the assignor shall remain responsible to the Agency for performance of the obligation assumed by the assignee unless the Agency releases the assignor in writing or all of the requirements in this Section 107 are fully satisfied and the assignor is not then in default under this Agreement, in which case the assignor shall remain responsible to Agency for performance of the obligations arising prior to the effective date of the assignment or transfer, and shall be released only from any obligation or liability arising subsequent to the effective date of that assignment. No consent or approval by the Agency of any assignment or transfer requiring the Agency's approval shall constitute a waiver of the provisions of this Section 107 with respect to subsequent transfers. The Agency shall approve or disapprove of any proposed assignee which requires Agency approval within thirty (30) days after Agency's receipt of a written request therefor. Any disapproval shall be in writing, shall specify the reasons for the disapproval and any steps that must be taken by Developer to secure such approval. The restrictions of this Section shall terminate upon issuance by the Executive Director of the Agency of a Certificate of Completion for the entire Site or, as to each Lot within the Site, upon the issuance by the Executive Director of a Certificate of Completion with respect to said Lot. The Developer represents and warrants to the Agency as follows: 5- SF/s:G:SFr96Agree:DDA-1208 12/12/96 1. The Developer is duly established and in good standing under the laws of the State of California and has duly authorized, executed and delivered this Agreement and any and all other agreements and documents required to be executed and delivered by the Developer in order to carry out, give effect to, and consummate the transactions contemplated by this Agreement. 2. The Developer does not have any material contingent obligations or any material contractual agreements which could materially and adversely affect the ability of the Developer to carry out its obligations hereunder. 3. There are no material pending or, to Developer's best knowledge, threatened, legal proceedings, to which the Developer is or may be made a party or to which any of its property is or may become subject, which have not been fully disclosed in the material submitted to the Agency, which could materially and adversely affect the ability of the Developer to carry out its obligations hereunder. 4. There is no action or proceeding pending or, to the Developer's best knowledge, threatened, requesting the dissolution or liquidation of the Developer and there is no action or proceeding pending or, to the Developers best knowledge, threatened by or against the 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 its obligations hereunder. Each of the foregoing items I to 4, inclusive, shall be deemed to be an ongoing representation and warranty and shall continue in effect until issuance of a Certificate(s) of Completion for the Site. The Developer shall advise the Agency in writing if there is any change pertaining to any matters set forth or referenced in the foregoing items 1 to 4, inclusive. The Developer has, prior to the approval of this Agreement by -the Agency, delivered to the Agency a good faith cash deposit in the amount of Fifty Thousand Dollars (SSO,OOO.00) (the "Developer Deposit") as security for the performance of the obligations of the Developer to be performed prior to the return of the deposit to the Developer, or its retention by the Agency as liquidated damages in accordance with the provisions of this Agreement The Developer Deposit has been deposited in an interest -bearing account of the Agency in a bank or trust company selected by it. If, notwithstanding the foregoing, Agency fails to deposit the cash in an interest -bearing account, Developer shall notify Agency in writing of such failure, and Agency shall have fifteen (I5) days after receipt of such notice to transfer such Developer Deposit to an interest -bearing account. Agency shall have no liability to Developer for failure to maintain such Developer Deposit in an interest -bearing account until expiration of that fifteen (IS) day period. . Upon termination of this Agreement as provided in Section 512(a)-(d), (f) or (g) of this Agreement, the Developer Deposit, including all interest payable thereon, or, if letter of 6 Sr/s:G:SF96Agrcc:DDA-1208 12/12/96 credit, guaranty, or other security, the proceeds thereof, shall be retained by the Agency as provided therein. I Upon termination of this Agreement as provided in Section 511 or 512(e) of this Agreement, the Developer Deposit, and all interest thereon not previously released to Developer, shall be returned to the Developer by the Agency, as provided therein. The Agency shall be under no obligation to earn any minimum rate of interest on the Developer Deposit. Upon termination of this Agreement, interest earned shall be retained by or returned to the party entitled to the Developer Deposit at that time. If the "Conveyance" (as defined in Section 202) is effected, the Agency shall immediately return the Developer Deposit (together with any interest earned thereon not previously released to Developer) to the Developer, or, -at Developer's election, credit the Developer Deposit (together with interest thereon) to the purchase price of the Site. Il. [§ 200]DISPOSITION OF THE SITE. A. [§ 201 ] Purchase of the Site. 1. Pursuant to the Prior DDA, the Agency has acquired that portion of the Site referred to in the Prior DDA as the `"Third Party Parcels" (hereinafter referred to as the '7hird Party Parcels"; said parcels are depicted on the Site Map (Attachment No. I)). In order to complete its assembly of the Site, the Agency shall, in accordance with Section 203 below and the Schedule of Performance, cooperate in the vacation by the City of the Alley Parcel. The Agency agrees to use its best efforts to cause the City to undertake or cause to be undertaken and diligently pursue or cause to be pursued all hearings and other actions necessary to cause vacation of the Alley Parcel prior to the Conveyance. The Agency further agrees, promptly upon vacation of the Alley Parcel, to use its best efforts to assemble and obtain the conveyance, as necessary, of all interests required to vest the Agency with fee simple marketable title to the Alley Parcel in accordance with this Agreement so that the Agency will be in a position to vest such title in the Developer as a result of the Conveyance. 2. Pursuant to the Prior DDA, Developer advanced to the Agency One Million Nine Hundred Twenty -Two Thousand Dollars ($1,922,000.00) in connection with acquisition of the Third Party Parcels and Thirty Thousand Fifty -One Dollars ($30,051.00) in connection with environmental investigation of the Site. Said funds, together with all other funds that may be advanced by Developer for environmental assessment of the Site (Section 211[21) and/or demolition of all structures and clearance of all improvements from the Site, if applicable (Section 307), shall constitute a loan from Developer to Agency (the "Developer Loan"). The Developer Loan is currently evidenced by a promissory note, and is currently secured by a first deed of trust encumbering the interest of the Agency in the Site (exclusive of the Third Party Parcels). The Agency and the Developer shall promptly execute, acknowledge, and record such additional documentation as may be necessary to evident_ a andlor secure any. 7 SF/s:G:SF-96Agroe:DDA-1248 12112196 additional advance Developer may elect to or be obligated to make with respect to the. Developer Loan under the terms of this Agreement. The Developer Loan shall be immediately payable by the Agency to the Developer upon the termination of this Agreement for any reason, other than the Developees uncured material default. In the event that this Agreement is terminated, and the Developer is in material default of this Agreement at that time, and such default has already continued beyond the cure period provided by Section 501 hereof, then, notwithstanding such termination, the Developer Loan shall not be repayable until the Agency conveys all or a portion of the Site, or an interest therein, to a new developer for purposes of redevelopment; provided (i) that the Agency shall use its best efforts to locate a successor developer as quickly as possible, and (ii) the Developer Loan shall, in any event, be due and payable in full one (1) year after the Agency's notice to Developer of the termination of this Agreement. If such obligation is not repaid when due, it shall thereafter bear interest at a rate equal to twelve percent (12%) per annum or the highest rate permitted by law, whichever is less (the "Agreed Interest Rate"). Following the date of this Agreement, Developer shall not be required to make any further advance to the Agency with respect to acquisition of the Third Party Parcels. 'Ile outstanding balance of the Developer Loan as of the date of this Agreement is One Million Nine Hundred Fifty Two Thousand Fifty -One Dollars ($1,952,051.00). As set forth in Section 201[3] below, all amounts Comprised within the Developer Loan as of the Closing shall be deducted from the purchase price payable to the Agency. Developer acknowledges that it is not entitled to any further deduction or offset to the purchase price on the basis of other Project costs incurred prior to the date of this Agreement. 3. Provided that the Developer is not then in default of this Agreement, and in accordance with and subject to all of the terms, covenants and conditions of this Agreement, Agency agrees, at or before the time established in the Schedule of Performance (Attachment No. 6), to sell to the Developer, and the Developer agrees to purchase from the Agency, the Site. The purchase price for the Site shall be Two Million One Hundred Fifty -Nine Thousand Dollars ($2,159,000.00), less (a) One Million Nine Hundred Fifty -Two Thousand and Fifty -One ollars ($1,952,051.00), representing the amount of funds advanced by Developer in connection with acquisition of the Third Party Parcels and environmental investigation of the Site to date, and (b) all costs hereafter incurred by Developer pursuant to Section 211 in connection . with environmental investigation (but not remediation) of the Site, (c) the amount of funds advanced or incurred by Developer in connection with demolition of all improvements on and clearance of all improvements from the Site pursuant to Section 307 (including the costs of asbestos removal incurred in connection with the demolition) and (d) at Developer's election, the Developer Deposit (together with all interest thereon), (the net amount obtained following such reduction is herein referred to as the "Purchase Price"). The Purchase Price will be paid by Developer to Agency in cash at close of Escrow (as hereinafter defined). 4. In addition to the consideration set forth above, the Developer shall pay all c f those costs, charges, fees and expenses hereafter expressly provided to be paid by Developer Fursuant to this Agreement and shall, at its cost, provide all of the Improvements required by this Agreement to be provided by the Developer at its cost. 8 SF1s:G:SF-96Atm:DDA-1208 12112/96 B. [§ 202] Escrow 1. The Agency and the Developer have opened an escrow with Orange Coast Title Company (the "Escrow Agent"). The escrow described in this Section 202 shall be referred to as the "Escrow," and the conveyance of title to the Site provided for in this Section 202 shall be referred to as the "Conveyance." The "Close of Escrow" shall refer to the Conveyance and shall occur concurrently with the effectuation of that Conveyance. This Agreement constitutes the joint basic escrow instructions of the Agency and the Developer for the Conveyance, and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the Escrow. The Agency and the 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 provisions of this Section 202, in writing, delivered to the Agency and the Developer, shall carry out its duties as Escrow Agent hereunder. 2. Upon delivery of the Grant Deed (as hereafter defined) to the Escrow Agent by the Agency pursuant to Section 204 of this Agreement, the Escrow Agent shall record such deed when title can be vested in the Developer in accordance with the terms and provisions of this Agreement. The Grant Deed shall cover the entire Site. Escrow Agent shall promptly cause the recordation of such Grant Deed and its delivery to the Developer, and, in connection therewith, shall allocate all charges and prorations in accordance with the instructions for this Escrow applicable to the Conveyance. The Developer shall accept conveyance of title as provided in Section 201. The Escrow Agent shall pay any applicable transfer tax. Any insurance policies covering the Site are not to be transferred. 3. The Developer shall pay into the Escrow the following fees, charges and costs promptly after the Escrow Agent has notified the Developer of the amount of such fees, charges and costs, but not earlier than ton (10) days prior to the scheduled date for Close of Escrow: a. One-half(1/2) of the Escrow fee; b. ?hat portion of the premium for the title insurance policy to be paid by the Developer as set forth in Section 208 of this Agreement; C. The Purchase Price in cash; d. ' Any applicable documentary transfer tax andlor stamps; and ; e. Any other costs custornarily allocated to the buyer of real property in the County of Orange. 4. The Agency shall pay into Escrow the following fees,'charges and costs' z SF1s:G:SF.96AMe:RDA-1208 12.'12196 promptly aver the Escrow Agent has notified the Agency of the amount of such fees, charges and costs, but not earlier than ten (10) days prior to the scheduled date for Close of Escrow: a. One-half (1/2) of the Escrow fee; b. Cost of drawing the deed; C. Recording fees; d. Notary fees; C. That portion of the premium for the title insurance policy to be paid by the Agency as set forth in Section 208 of this Agreement; f. Ad valorem taxes, if any, upon the Site for any time prior to transfer of title; and g. Any other costs customarily allocated to the seller of real property in the County of Orange. 5. The Agency shall timely and properly execute, acknowledge and deliver the Grant Deed as necessary to convey the entire Site in the manner contemplated in Section 201 and Section 202[2] of this Agreement. The deed shall be substantially in the form of the "Grant Deed" which is attached to this Agreement as Attachment No. 7 (and is incorporated herein). 6. The Escrow Agent is authorized to: a. Pay and charge the Agency and Developer, respectively, for any fees, charges and costs payable under this Section 202 in accordance with the terms hereof. Before such payments or charges are made, the Escrow Agency shall notify the Agency and the Developer of the fees, charges and costs necessary to clear title and close the Escrow. b. Disburse funds and deliver the Grant Deed and other documents to the parties entitled thereto when the conditions of this Escrow have been fulfilled by the Agency and the Developer. Funds deposited as part of the Purchase Price shall not be disbursed by the Escrow Agent unless and until the Escrow Agent has recorded the Grant Deed (Attachment No. 7) contemplated by this Agreement and has delivered to the Developer and (if •requested by the Agency) the Agency, respectively, a title insurance policy insuring title to the entire Site and conforming to the requirements of Sections 205 and 208 of this Agreement. C. Record any instruments delivered through this Escrow,.ifhecessary ' or proper, to vest title in the Developer in accordance with. the terms and provisions of this Agreement. 10 SF/s:G.SF-96Agra:DDA-1208 12/12196 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 interest earning 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 conveyance established in Section 206 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 demalnd 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 Site until instructed by a mutual agreement of the parties or by a court of competent jurisdiction. If no objection is raised within such ten (10) day period, Escrow shall return all money, papers and documents to the party demanding their return. if, notwithstanding the failure of Escrow to close within the time provided in the Schedule of Performance, no demand is made on Escrow for the return of money, papers or documents, the Escrow shall be closed as soon as possible. Any amendment to these escrow instructions shall be in writing and signed by both the Agency and the Developer. At the time of any amendment, the parties shall secure the agreement of the Escrow Agent to carry out its duties as Escrow Agent under such amendment. All communications from the Escrow Agent to the Agency or the Developer shall be directed to the addresses and in the manner established in Section 601 of this Agreement for notices, demands and communications between the Agency and the Developer. The liability of the Escrow Agent in the capacity as escrow holder with respect to the Conveyance is limited to performance of the obligations imposed upon it under Sections 202 through 211, inclusive, of this Agreement. 4 To t= anwrim-sennTram, a.f Subject to any extensions of time mutually agreed upon in writing between the Agency and the Developer, the Conveyance shall be completed on or prior. to the date specified therefor in the Schedule of Performance (Attachment No. 6). The .Schedule of Performance (Attachment No. 6) is subject to revision from time to time as mutually agreed upon in writing betty een the Developer and the Agency. The Agency and the Developer agree to perform all acts ' necessary to the conveyance of title in sufficient time for title to be conveyed in accordance.with the foregoing provisions. It shall be a condition precedent to Developer's obligations under this 11 SF/s G.SF-96Agee:DDA-1208 12112/96 Agreement that the City shall have caused the vacation of the Alley Parcel prior to the Conveyance, and that, concurrent with such Conveyance, record title to the Alley Parcel %%ill be vested in Developer free and clear of all liens, encumbrances, easements, rights, rights of way, claims or other limitations thereon, except for any exceptions to title approved by Developer pursuant to Section 205. Possession shall be delivered to the Developer not later than the conveyance of title, except that limited access shall be permitted before conveyance of title as provided in Section 211 of this Agreement. Provided that all conditions set forth in this Agreement with respect to the Conveyance have been satisfied, the Developer shall accept title on or before the date established in the Schedule of Performance (Attachment No. 6) for the Conveyance. The Agency shall convey to the Developer title to the Site, excepting the mineral rights thereto, in the condition provided in Section 205 of this Agreement by a grant deed substantially in the form of the Grant Deed set forth in Attachment No. 7. E. [§ 205] The Agency shall convey to the Developer fee simple merchantable title to the Site, excepting the mineral rights thereto (but without reservation of any right of surface entry), and said title shall be free and clear of all recorded or unrecorded liens, encumbrances, covenants, assessments, easements, leases, taxes, and other matters affecting title, except for covenants and easements of record which the Developer approves in writing pursuant to the provisions of this Section 205, the Redevelopment PIan, and the provisions contained in the Grant Deed (Attachment No. 7). The condition of title shall be compatible with and not preclude development of the Improvements. The Developer has, prior to the execution of this Agreement, been provided with a preliminary title report (the "Preliminary Title Report"), together with copies of all documents reported as exceptions in the preliminary Title Report (collectively the "Title Documents") for the Site, dated as of August 5, 1991, Order No. 168013-5. A copy of the Preliminary Title Report is attached hereto as Attachment No. 10. Developer has approved exceptions 1; 2 and 3 shown in the Preliminary Title Report, subject to receipt of an endorsement from Title Company insuring that there is no right of surface entry on the Property with respect to any of those items. All other exceptions, including, without limitation, all mortgages, deeds of trust or other like monetary encumbrances shall be deemed disapproved and Developer shall not be. required to accept the Site subject to any such exceptions or liens. Agency shall correct or remove such matters identified in the Disapproval Notice not later than the Conveyance of the Site. The Agency will reserve and except from the Conveyance all, interests in oil,.gas, hydrocarbon substances and minerals of every kind and character lying more than 500 feet below 12' SF/s:G:S F-96ASmc:DDA-[ 208 12/[2N6 the surface, together with the right to drill into, through, and to use and occupy all parts of the Site lying more than 500 feet below the surface thereof for any and all purposes incidental to the exploration for and production of oil, gas, hydrocarbon substances or minerals from said site or other Iands, but without, however, any right to use either the surface of the Site or any portion thereof within 500 feet of the surface for any purpose or purposes whatsoever. Subject to any mutually agreed upon extension of time, the Agency shall deposit the Grant Deed (Attachment No. 7) with the Escrow Agent on or before the date established for the Conveyance pursuant to the Schedule of Performance (Attachment No. 6). MMff-JMI,.M- �, -r or el r o- w rr r• rl The Escrow Agent shall file the Grant Deed for recordation among the land records in the Office of the County Recorder for Orange County, and shall deliver the balance of the Purchase Price (concurrent with the Conveyance) to the party entitled thereto after delivery to the Developer of a title insurance policy insuring title in conformity with Section 205 of this Agreement. H. [§ 208]Title Insurance. Concurrently with recordation of the Grant Deed (Attachment No. 7) conveying title to the Site, the Title Company shall provide and deliver to Developer a title insurance policy issued by the Title Company insuring that the Title to the entire Site is vested in Developer in the condition required by Section 205 of this Agreement. The Title Company shall provide the Agency with copies of the title insurance policy and the title insurance policy shall be for the amount of Two Million One Hundred Fifty Nine Thousand Dollars ($2,159,000.00). The Agency shall bear a share of the cost of the title instance policy equal to the cost of a standard CLTA policy with coverage in the amount specified above. All additional costs incurred for or related to such title insurance shall be borne solely by the Developer. The Developer may,.at its option and at its cost, obtain coverage in excess of the amount specified above, secure any endorsements to its CLTA form of policy, or secure an ALTA form of policy, rather than the CLTA policy. I. [§ 209]Taxez and Assess ents. Ad valorem taxes and assessments, if any, on the Site levied, assessed or imposed for any period prior to the Conveyance shall be borne by the Agency, and any of such taxes and assessments imposed after the Conveyance of the Site shall be borne by the Developer and its successors and assigns. After the Conveyance of the Site to Developer, Developer shall -pay when due all real estate taxes and assessments on the Site so long as Developer retains an interest therein. 13 - SFJs:G:SF-96Agrce:DDA-1208 MUM J. [§ 210] Occupants 4 heSite. Concurrent with the Conveyance, possession of the Site shall be delivered to the Developer with no occupants and free of any rights of possession by others. K. J§ 211 ]Condition of the Site. 1. Disclosure. The Agency represents that, to the best of its actual knowledge, two gasoline service stations formerly existed on the Site, which contained underground gasoline storag-- tanks, which may have contaminated the soil or groundwater on or under the Site with petroleum or other Hazardous Substances (as defined below). GeoRemediation Inc. ("Envirorunental Consultant") has conducted an environmental assessment of the Site. Environmental Consultant set forth its findings in a work plan, dated January 12, 1996, and attached hereto as Attachment No. 8 and incorporated herein, which contains the recommended remediation measures for the Site. 2. Clea!R. Subject to the "Remediation Cost Cap" (defined below), Agency hereby agrees to fund all remediation activities (the "Remediation"), including the installation of monitoring equipment and removal of all asbestos from the Site in connection with demolition and clearance of the Site pursuant to Section 307, necessary to correct or remove the environmental harms or hazards noted in the above investigation (Attachment No. 8). The Developer and the Agency have accepted the recommendation of the Environmental Consultant (Attachment No. 8) as establishing the scope and description of the Remediation work to be performed on the Site and the parameters and conditions of such Remediation work. Such Remediation work is underway as of the date of this Agreement. The Environmental Consultant is presently supervising the Remediation work performed by the chosen contractor in order to ensure that such Remediation work is diligently pursued to completion in compliance with all applicable laws, including without limitation, those statutes described below as the Applicable Laws, and the Remediation plan approved by the parties. The Agency agrees to consult with the Developer and keep the Developer fully informed throughout the Remediation process, and agrees to allow the Developer access to the Site for purposes of inspecting any Remediation work being performed thereon. The Developer shall be notified of, and allowed to attend and participate in, all discussions, hearings, proceedings or meetings related to the Remediation work. The Agency further agrees to consult with the Developer with respect to all Remediation work, to provide the Developer with copies of all correspondence, studies, tests and other documentation relating to the Remediation work, and to reasonably consider any recommendations or requests presented by the Developer with respect to such Remediation work. The Agency shall provide the Developer, upon the Developer's request from time to time, with an accounting of rcmediation costs incurred to date ("Remediation Costs"). Prior to undertaking any such Remediation work, the Agency shall obtain all requtred governmental approvals pursuant to California Health and Safcty Code Section 33420.5 (to the extent applicable) and any other applicable laws in connection with the performance of the Remediation. - 14 SFls:G:SF-96Ag=:DDA-1208 12/12/96 If the projected costs of Remediation to be incurred by the Agency with respect to the Site (including the projected cost of the asbestos removal to be incurred in connection with demolition and clearance pursuant to said Section 307, but exclusive of any other costs of demolition or removal pursuant to said Section) (the "Remediation Cost") at any time exceeds Two Hundred Fifty Thousand Dollars ($250,000.00) (the "Remediation Cost Cap"), either party may terminate this Agreement, within thirty (30) days after notice of such projected cost, by the procedure set forth in Sections 511 and 512 herein; provided, however, that if one of the parties, at its option, agrees to pay the excess of the Remediation Costs described in this Paragraph 3 over Two Hundred Fifty Thousand Dollars ($250,000.00), the other party may not terminate this Agreement. Such payment shall not constitute a %%giver of any other right of the paying party or of any responsibility or liability of the other party under this paragraph. Notwithstanding anything else in this Agreement which is or appears to be to the contrary, unless the Developer, in its sole discretion, elects otherwise, all work described in this paragraph shall be completed and all required approvals obtained prior to the Conveyance of the Site to the Developer. If necessitated by the foregoing sentence, the date set forth in the Schedule of Performance (Attachment No. 6) for Conveyance of the Site shall be extended as necessary to complete such Remediation and secure such approvals; provided that such extension shall not exceed one hundred eighty (180) days. If the Agency is unable to complete such Remediation and obtain all necessary approvals by such extended deadline, then the Developer, at its sole option, may terminate this Agreement or extend the deadline for the Conveyance of the Site to such date(s) as Developer deems appropriate. Agency further agrees to indemnify, defend and hold Developer and all members, partners, employees, contractors, agents and representative of Developer (collectively, "Representatives") harmless from all losses, liabilities, costs, expenses, damages, claims and causes of action, including attorneys' fees and court costs, (collectively, "Liabilities") arising from or related to Developer's actions on behalf of Agency pursuant to this Section. 3. Upon completion of any cleanup required pursuant to Paragraph 2 above, the delivery of the Site to the Developer shall be in an "as -is" condition, with no warranty expressed or implied by the Agency as to the presence of Hazardous Substances on the Site, except as expressly provided below. Notwithstanding anything above to the contrary, the Agency shall remain responsible for and shall indemnify, defend and hold the Developer and its Representatives harmless from all costs, expenses, loss, damage, cause of action or liability ("Liabilities') arising from or related to any Remediation work performed by or on behalf of the Agency (except work performed by the Developer) on the Site pursuant to Section 211[21. In addition, Agency agrees to indemnify, defend and hold Developer and its Representatives harmless from all Liabilities arising from or related to the presence of any Hazardous Substances on the Site, regardless of when discovered, which were located on the Site at the time of the Conveyance; provided, that (i) the Agency's total liability under this indemnity shall not exceed Two Hundred and Fifty Thousand Dollars ($250,000.00), and (ii) except as to any ongoing remediation systems in place as of the issuance cf a Certificate of Completion for the entire Site (which shall continue to be funded by the Agency up to the amount of the Two Hundred Fifty Thousand 'Dollars ($250,000.00) Rrinediation Cost Cap), this indemnity shall expire upon issuance of a Certificate of Completion for all of the Improvements to be constructed by Developer. Except as provided in the preceding' . 15 S r• ss:G:sFA6A$m:DDA-Z 208 12/12/96 two sentences and Section 211[21, the Developer shall be responsible for remediation of the presence of Hazardous Substances in, on or under the Site, including contaminated soils or ground water, first discovered after the date of the Conveyance, and, except as provided above, if any Hazardous Substance is discovered on the Site subsequent to the Conveyance, the Developer shall be responsible for its removal, management, or any other acts required by any Applicable Law, court or government agency. 4. peycloper Indemnity. The Developer, including any and all of its successors in interest (other than the holder of any encumbrance permitted pursuant to the terms of this Agreement), agrees to and shall indemnify, defend, and hold the Agency and the City and their respective officers, employees, representatives and agents harmless from and against all expenses (including, without limitation, reasonable attorneys' fees and disbursements), losses, or liabilities suffered by the Agency or the City by reason of governmental action or third party claims arising out of any Hazardous Substances brought • upon the Site by the Developer in connection with the construction of the Improvements. Upon vesting of title to the Site in the Developer, the Developer, except as otherwise expressly provided in this Agreement, shall assume all responsibility for subsurface zone conditions and soils conditions of the Site, and for any rehabilitation necessary for the construction of the Improvements; and, except as otherwise expressly provided in this Agreement, the Agency makes no other representations or warranties concerning the Site, its suitability for the use intended by the Developer, or the surface or subsurface conditions of the Site. Except as otherwise expressly provided in this Agreement, if the soil conditions of the Site are not in all respects entirely suitable for the use or uses to which the Site will be put, then it is the sole responsibility and obligation of the Developer to take such action as may be necessary to place the Site in a condition suitable for the development of the Site. Nothing in this Section 211 is intended to waive any claim or right the Developer may have against any person or entity, other than the Agency or the City, relating to the physical condition of the Site. 5. Developer Covenants. The Developer agrees to Comply with Applicable Laws in all activities using or concerning Hazardous Substances on the Site. The Developer agrees to immediately notify the Agency of the Developer's discovery following the Conveyance of any Hazardous Substances on the Site. • . 6. Developer Release. Upon vesting of title to the Site in the Developer, the Developer releases, waives and discharges the Agency and the City and their respective officers, employees, representatives and agents from all present and future claims, demands, suits, legal and administrative proceedings and from all liability for damages, losses, costs, liabilities, fees and expenses, present and future, arising out of or in any way connected with the Agency's or the City's ownership of the Site (including, without limitation, ownership of the Site - or any portion thereof for the purposes of CERCLA and any other Applicable Law, as those terms are defined in Paragraph 9 below), any condition of environmental contamination on'the Site, or the existence of Hazardous Substances in any state on the Site; provided, such - environmental contamination of Hazardous Substances were not brought onto the Site by the Agency or City or any person or entity acting on their behalf or at their direction. ' 16 SFls:.SF-96Agm-.DDA-1208 12/12A6 The Developer acknowledges that it is aware of and familiar with Section 1542 of the California Civil Code which provides as follows: "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." The Developer hereby waives and relinquishes all rights and benefits which it may have under Section 1542 of the California Civil Code. Notwithstanding anything in this Section which is or appears to be to the contrary, nothing in this Section shall be construed or understood to limit or waive the obligation of the Agency to fund Remediation of the Site up to the Remediation Cost Cap or to otherwise release the Agency from any express contractual obligations or liabilities imposed upon the Agency pursuant to the terms of this Agreement. 7. Definitions. The term "Hazardous Substance" or "Hazardous Substances" shall mean any substance which is listed as "hazardous" or "toxic" in the statutes comprising; (or regulations implementing) the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C. Section 9601, cj=., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et sea., ("RCRA"), and California Health and Safety Code Sections 251 00, et seo., 25300, d=., or 25280, rL. or which has beea, is now, or is later detcrrnined by any federal, state or local agency or court with jurisdiction over the Site to be a hazardous or toxic substance regulated under Applicable Law. Ile term "Hazardous Substance" or "Hazardous Substances" shall also include, without limitation, the products of any manufacturing activities on the subject property, petroleum lwrastes, petroleum by-products, asbestos containing materials, and source, special nuclear or by-product material as defined by the Atomic Energy Act of 1954, as amended (42 U.S.C. 3011, CL=., as amended). The term "Applicable Law" shall include, but shall not be limited to, CERCLA, RCRA, the Federal Water Pollution Control Act, 33 U.S.C. 1251, ct seq., the Clean Air Act, 42 U.S.C. 7401, gt seo., California Health and Safety Code Sections 25100, et seo., 25300, CL=., or 25280, IL=., and the regulations thereunder, and any other local, state and/or federal laws or regulations that are applicable to the Site and that govern (i) the existence, cleanup and/or remedy of contamination on property, (ii) the protection of the environment from spilled, deposited or otherwise emplaced contamination; (iii) the control of Hazardous Substances-, or (iv) the use, generation, transport, treatment, removal or recovery of Hazardous Substances, including building materials. L. E§ 212) Ereliminaa Vork.' Prior to the Conveyance of the Site, representatives of the Developer shall have the right of access to all portions of the Site for winch the Agency holds title or over which it has 17 SF/s:G:$F-96Agrre:DDA-120$ MUM a right of possession or access, at all reasonable times for the purpose of obtaining data and making surveys and tests necessary to carry out this Agreement, including the investigation of the environmental condition of the Site pursuant to Section 211 hereof and the investigation of all soil, subsoil and geologic conditions on the Site. Any preliminary work undertaken on the Site by the Developer prior to Conveyance of the Site shall be done only after written notice to the Agency Executive Director delivered not less than forty-eight (48) hours prior to the Developer's entry on the Site, and, except as otherMse expressly provided in this Agreement, at the sole expense of the Developer. Except as provided in Section 211, the Developer shall save and protect the Agency and the City against any claims resulting from all preliminary work on, access to or use of the Site undertaken pursuant to this Section 212, and, upon termination of this Agreement and written request of the Agency, shall restore the Site to its original condition with respect to any alterations on the Site caused by such investigations. Copies of data, surveys and tests obtained or made by the Developer on the Site pursuant to this Section 212 shall be filed with the Agency within fifteen (15) days after receipt by the Developer. Any preliminary work by the Developer shall be undertaken only after securing, any necessary permits from the appropriate governmental agencies. If this Agreement is terminated for any reason, the Agency shall reimburse the Developer for the costs of Any such studies or tests which are not otherwise reimbursed under Us Agreement and which the Agency elects, within thirty (30) days after such termination,. to retain. If the Agency elects not to retain any such studies, it shall promptly surrender to the Developer the original copy of such study and all copies, reproductions, or copies thereof, and, upon such timely surrender, shall have no reimbursement obligation to the Developer for such studies. If the Agency retains any tests or studies, it shall be without representation or warranty of any kind from the Developer. In no event shall the Developer be required to deliver its internal marketing studies and financial projections under this Section 212. •+1 •1 '�a •'� • .�• .� Prior to and as conditions precedent to the Conveyance of the Site, the Developer and Agency shall complete each of the following by the respective times established therefor in the Schedule of Performance (Attachment No. 6): (Attachment No. 7); (1) the Agency and the Developer shall execute the Grant Deed (2) the Developer shall pay into Escrow the Purchase Price; (3) the Developer shall not be in material default of its obligations under this Agreement (provided that this condition shall only be for the benefit of, and may be waived by, the Agency); ' (4) the Agency shall not be in material default of its obligations under this Agreement (provided that this condition shall only be for the benefit of, and may be waived by, the Developer); 18 SFls.G:SF-96Agmc:DDA-1208 12/12/96 (5) the Developer shall have obtained all entitlements and land use approvals necessary to develop the Site in tl,.e manner contemplated by this Agreement (which shall be final and not subject to further appeal) (hereinafter referred to as the "Land Use Entitlements') and the City shall be prepared, immediately following the Conveyance and subject to payment of any applicable fees, to issue building permits for all of the Improvements to be constructed on the Site; (6) the Agency, by its Executive Director, shall have approved the Developer's evidence of financing for the Site in accordance with Section 215; (7) the Developer shall have provided to the Agency Executive Director insurance certificates conforming to Section 309 of this Agreement; (8) the Site investigation shall have been completed and the Site remediation shall have been completed as provided in Sections 211 [2] and 211 [3) (unless Developer elects to complete Site remediation following the Conveyance); (9) Site clearance and demolition shall have been completed (unless the Developer elects to complete such clearance and demolition following the Conveyance), as provided in Section 307; (10) recordation of the final Subdivision Map and vacation of the Alley Parcel by the City shall have been accomplished; (11) the construction loan, if any,. to be secured by the Developer in connection with development of the Site shall be in a position to fund promptly following the Conveyance; and (12) all other conditions to the Conveyance provided in this Agreement and the instructions to the Escrow shall have been satisfied (or waived by the party for whose benefit the condition is provided). The foregoing items together constitute the "Conditions Precedent" to the Conveyance. The foregoing provisions shall not be construed to relieve another party of its responsibility for performance of its obligations under this Agreement, nor to Iimit the non - defaulting party's remedies for the defaulting party's breach of those obligations. . N. [§ 214] Geneal Plan I)e ignation and7Qning ofIbC Sitek S1 bdivisiori Man . The City general plan designation and zoning of the Site subject to . zoning variances granted by the City Planning Commission at the time of the execution of this Agreement, are such as to permit development and construction of the Improvements thereon in accordance with the provisions of this Agreement, and the use, operation and maintenance of 19 SF/s:G:SFA6AVte:DDA-1208 12/12/"96 such Improvements. The Agency shall use its best efforts to assist the Developer to obtain any additional entitlements or land use approvals necessary to develop -the Improvements contemplated by this Agreement. The Developer shall be responsible to make appropriate application to the City to satisfy all provisions of the California Subdivision Map Act (Government Code Section 66410, rJ =.), to obtain any required conditional use permit, and to satisfy all other local enactments pursuant to the Subdivision Map Act which are applicable with respect to the assembly and development of the Site. The Agency shall assist and cooperate with the Developer in accomplishing these matters. •. [§ 215]Submission of Evidence !Df Finangial Commitmentsand 14an ClaSing. As required in this Agreement and within the time established therefor in the Schedule of Performance (Attachment No. 6), the Developer shall submit to the Agency Executive Director evidence that the Developer has obtained the required financing necessary to undertake the development of the Site in accordance with this Agreement. The Developer shall close said financing concurrently with the Close of Escrow for the Site. Within fifteen (15) days after submission, the Agency Executive Director shall approve or disapprove such evidence of financing. Approval shall not be unreasonably withheld or conditioned. If the Agency Executive Director shall disapprove any such evidence of fin- acing, the Agency Executive Director shall do so by written notice to the Developer stating the reasons for such disapproval and, if such disapproval is authorized by this Agreement, the Developer shall promptly attempt to obtain and submit to the Agency Executive Director new evidence of financing. The Agency Executive Director shall approve or disapprove such new evidence of financing in the same manner and within the same time established in this Section 215 for the approval or disapproval of the evidence of financing as initially submitted to the Agency Executive Director. Such evidence of financing shall include the following: l . A copy of a commitment obtained by the Developer for the mortgage loan or loans for financing to fund the construction of the Project. The commitment for fiiaancing shall be in such form and content acceptable to 1he Agency as reasonably evidences a legally binding, firm and enforceable commitment, which may be subject to the construction lender's customary and normal conditions and terms and to preparation of final Ioan documentation; provided, however, this formal commitment shall not be required if the Developer's construction Iender does not customarily issue such commitments, and, in that event, the Agency agrees to accept, in lieu of the commitment requirement, evidence of the willingness of the Developer's proposed lender to provide the necessary financing, even if such evidence is not legally binding or is of an informal nature; and 2. A copy of the contract between the Developer and one or more general contractors for the construction of the applicable Improvements, certified by the Developer to be 20 Sr1S G:SEA6Ag=:t)DA-1208 12112l46 a true and correct copy thereof, provided, this provision shall not apply if the Developer elects to act as its own general contractor for the Improvements. 3. The Developer has already provided to the Executive Director of the Agency a financial statement and/or other documentation satisfactory to the Agency as evidence of other sources of capital sufficient to demonstrate that the Developer has adequate funds to cover the difference, if any, between construction tests and the financing authorized by any contemplated mortgage loans. P. [§ 216]Relocation. The Agency has performed or will perform all relocation obligations; ai its sole cost, required by law as a result of the execution of this Agreement and the construction of the Improvements. Q. {§217] Real Estes Ta 1. Ad valorem taxes and assessments, if any, on the Site, levied, assessed, or imposed for any period prior to the Conveyance, shall be borne by the Agency. All such ad valorem taxes and assessments levied or imposed for any period after the Conveyance shall be. paid by the Developer. 2. After the Conveyance and prior to issuance of the Certificate of Completion for the Site, the Developer shall make no appeal or challenge of an assessment of the fair market value of the Site for property tax purposes that would result in reducing the assessed value below Two Million One Hundred Fifty Nine Thousand Dollars ($2,159,000.00). 3. Upon the issuance of the Certificate of Completion for the Site and for the following seven (7) years, the Developer and its successors and assigns shall make no appeal or challenge of an assessment of the fair market value of the Commercial Lots for property tax purposes that would result in reducing the assessed value below Seven Million Five Hundred Thousand Dollars ($7,500,000.00), as aggregated across the Commercial Lots. The foregoing shall not prevent a reassessment below Seven Million Fivc hundred Thousand Dollars ($7,500,000.00) in cases of damage or destruction of all or a portion of the Improvements on the Commercial Lots, pending reconstru:tion of the Improvements. The assessed value may be spread across the Commercial Lots on any basis, so long as the aggregate value is met. Except for temporary reduction in the event of damage or destruction as set forth above, should the assessed value of the Commercial Lots be reduced such that the total assessed value of the Commercial Lots is less than Five Million Dollars ($5,000,000.00) as aggregated across the . Commercial Lots, then the Developer and its successors and assigns shall agree to an increase in assessed value to not less than Five Million Dollars ($5,000,000.00). -The foregoing shall apply to all transfers, assignments and bankruptcy proceedings, but shall terminate in.the case of a . transfer due to a foreclosure or deed in Iieu of foreclosure to a commercial lender unaffiliated to Developer. Upon the transfer of all interest in the Site by Developer or any successor to an . unaffiliated entity, the transferor shall have no further liability with respect to events. occurring 21• sFls -.G:SF-96Agrcc:DDA.120& 12l12M after the date of transfer. Following the seventh (7th) anniversary of the initial issuance of a Certificate of Completion on the Site, Agency shall, at Developer's request, execute, acknowledge and deliver to Develop.-r a document, in recordable form, acknowledging the termination of the provisions of this Section 217 and that those provisions are of no further force or effect. 111. [§ 3 00] DEVELOPMENT OF THE SITE. A. [§ 3011eve went of the sit . 1. [§ 302]Sconce ofDgvelopment. The Site shall be developed as provided in the "Scope of Development" which is attached hereto as Attachment No. 3 and is incorporated herein. The development of the Site shall include both the public improvements and private improvements on the Site and the public improvements off site which are required to be constructed by the Developer pursu:3nt to the terms of the Scope of Development (collectively, the "Improvements'). Upon the completion of the Conveyance, the Developer shall commence and complete construction of the Improvements by the respective times established therefor in the Schedule of Performance (Attachment No. 6). The development shall conform to any plans and specifications approved by the City and/or Agency, and shall incorporate or show compliance with all mitigation measures provided for by this Agreement or other applicable approvals consistent with the terms of this Agreement. 2. [§ 303]Site Plan. In connection with tl•.is Agreement, the Developer has prepared and submitted to the Agency a Site Plan and related documents which conform to requirements of the Agency and which contain the overall plan for development of the Site in sufficient detail to enable the Agency to evaluate the proposal for conformity to this Agreement. The Site shall be developed as established in this Agreement, .and such documents, except as changes may be mutually agreed upon between the Developer and the Agency in writing. 1 �� 1 �� Ir•.�t• .t� ► i� Lr. tt t By the time set forth therefor in the Schedule of Performance (Attachriient N6. the Developer shall prepare and submit to the City and Agency Executive Director construction drawings, landscape plans, and related documents for development of the Improvements. Any items so submitted and approved in writing by the Agency Executive Director shall not -be subject to subsequent disapproval by the Agency Executive Director. Any disapproval shall state - 22 SFIs:G:SFA6Agr":DDA-126$ 12l)2% in %vriting all of the reasons for such disapproval. Any items properly disapproved by the Agency Executive Director shall be revised and resubmitted to the Agency Executive Director as soon as reasonably possible. The landscaping and finished grading plans shall be prepared by a professional landscape architect or registered civil engineer who may be affiliated with the same firm as the Developer's architect or civil engineer. During the preparation of all such drawings and plans, staff of the Agency and the Developer shall hold regular progress meetings to coordinate the preparation of, submission to, and review of drawings, plans and related documents by the Agency Executive Director. The staff of the Agency and the Developer shall communicate and consult informally as frequently as is necessary to insure that the formal submittal of any documents to the Agency Executive Director can receive prompt and speedy consideration. Following approval of such plans by the Executive Director of the Agency, they shall be processed by the City in connection with the issuance of grading, demolition, building and other like permits, as applicable. The Agency shall assist the Developer in securing the prompt processing of such plans and permits by the City. Nothing in this Section shall be construed as preempting or waiving any applicable planning review, public works, design review or other like requirements of the City. 4. [§ 305]Revicn- and Approval af Construction Drawings and Related Documcnis. The Executive Director of the Agency shall have the right of architectural and planning review and approval of all plans and submissions submitted pursuant to Section 304, including any changes therein; provided, that the Agency Executive Director shall not unreasonably withhold his approval of any such plans and submissions, and shall approve or disapprove such plans and submissions within the time set forth in the Schedule of Performance. The Agency Executive Director shall not withhold approval of any plans which are a logical evolution of any previously approved plans and site drawings, nor shall the Agency Executive Director require modifications to any proposed plans that would require such plans to conflict with any previously approved plans or site drawings. In the event of any inconsistency between any site plans or preliminary'plans or construction drawings and any final plans approved by the Agency Executive Director, such final plans shall control. Subject to the above, during each stage of e.e processing for the Improvements, the Agency shall have the right to require reasonable additional information and shall advise the Developer if any submittal of plans or drawings is not complete or not. in accordance .with Agency procedures. If the Agency Executive Director reasonably. determines that such a submittal to the Agency is not comp'ete or not in accordance with such procedures, such tender shall not be deemed to constitute a submittal for purposes of satisfying the Schedule of Performance (Attachment No. 6). 23 ' SFIs:G:SF-96Agree:DDA-1208 12/12/96 If the Developer desires to make any substantial changes in the construction plans after their approval by the Agency Executive Director, the Developer shall submit the proposed change to the Agency Executive Director for his approval. If the construction plans, as modified by the proposed change, conform to the requirements of this Section and the Scope of Development (Attachment No. 3) the Agency Executive Director shall approve the proposed change and notify the Developer in writing within 30 days after submission to the Agency Executive Director. If any revisions to any plans approved by the Agency Executive Director are required by any governmental, public or quasi -public body, official, agency, department, bureau or entity having jurisdiction over the Site, then the Developer and the Agency Executive Director shall cooperate in efforts to obtain a waiver of such requirement or, in the absence thereof, shall revise the plans as necessary to meet such requirements. The Agency agrees, upon request from time to time by the Developer, to use its best efforts to cause the City to obtain an outside plan checker, at the Developer's expense, to expedite processing of Site approvals and permits. In addition, the Agency agrees, if requested by the Developer, to use its best efforts to cause the City to retain an independent engineer(s), at the Developer's expense, to expedite processing of the tentative map for the Site, and to retain an independent electrical inspector(s) and any other component system inspector(s) designated by the Developer, at the Developer's expense, to expedite inspections and approvals for the improvements to be constructed on the Site. If an outside plan checker(s), engineers) or inspector(s) is (are) retained at the Developer's request, the Agency shall use its best efforts to cause the City to submit such persons for the Developer's reasonable prior approval, prior to selection of such outside plan checker(s), engineer(s) or inspectors). 5. [§ 306] Cost of Development. Except as otherwise provided in this Agreement, all costs for planning, designing, and constructing the Improvements shall be borne exclusively by the Developer. Except as otherwise provided in this Agreement, the Developer shall also bear all costs related to discharging the duties of the Developer set forth in this Agreement. The Developer assumes the responsibility to construct and shall let contracts for or cause to be constructed all "Off -Site Public Improvements" which are required by City to be constructed in connection with the Developer's improvement of the Site. The Off -Site Public Improvements that the Developer is to construct or cause to be constructed are attached to the Scope of Development (Attachment No. 3). If any "Additional Oil Site Improvements" (as defined below) are validly required by the Agency or the City, the Developer shall, subject to the limitations below, be obligated to construct or cause the construction of such improvements and the Agency shall reimburse the Developer for all "Expenses" (as defined below) incurred in connection with planning, designing and constructing of such improvements. If the Agency or the City requires the Developer to construct any Additional Off -Site Improvements, the Developer shall promptly obtain an estimate of the cost of designing and constructing such improvements and shall deliver such estimate to the Agency. If the Agency still wishes to have the Developer proceed with the design and construction of such improvements, it shall, within thirty (30) days after receipt of such 24 SF/s G SF-96Agree DDA-1208 12/12/96 kL estimate, approve the scope of such work and the proposed costs thereof (together with a contingency for specified types and amounts of cost increases or overruns). If the Agency disapproves the proposed Additional Off -Site Improvements work within that period, then the Developer shall have no obligation to construct the applicable Additional Off -Site Improvements. The Agency shall pay to the Developer all Expenses incurred by the Developer in connection with the Additional Off -Site Improvements not later than thirty (30) days after the Developer's submission of (i) a signed demand for payment from the Developer certifying that the work for which payment is requested has been performed, and (ii) a certificate, opinion or other similar document from an architect or engineer acceptable to both the Developer and the Agency, in their reasonable discretion ("Approved Architect") (which certificate, opinion, advice or approval may rely upon the certificate, opinion, advice or approval of other licensed architects, engineers or government officials and may contain reasonable and customary assumptions or qualifications) stating that the work for which payment is requested has been performed. If such Expenses are not paid by the Agency to the Developer when due, they shall thereafter bear interest at the Agreed Interest Rate from the date due until the date paid. "Additional Off -Site Improvements" shall mean all improvements or work located outside the legal lot line of the Site ("Boundary of the Site") as shown on the Subdivision Map, or within the area of the Alley Parcel which is to be vacated in connection with development of the Site, which are not expressly identified in the Scope of Development as included within the maximum required Off -Site Public Improvements, including, without limitation, all such street, sewer, water, storm drain, CATV, gas, electric, telephone and other utility improvements and/or relocations required outside the Boundary of the Site or in the Alley Parcel. Notwithstanding anything herein which is or appears to be to the contrary, the "Additional Off -Site Improvements" shall include any and all decorative paving or pavement required by the Agency or the City to be installed by the Developer outside the Boundary of the Site. The "Expenses" of constructing any Additional Off -Site Improvements shall mean all direct and indirect design, planning and construction costs, expenses or fees incurred in connection with any Additional Off -Site Improvements, including, without limitation, all engineering, legal, consultant, and architectural fees, all permit and bonding fees or costs, all points, fees and other financing costs, all interest charges and/or reserves, all insurance, management and inspection fees and costs, and the Developer's overhead costs, which shall be deemed equal to ten percent (10%) of all other costs and expenses incurred in connection with constructing the Additional Off -Site Improvements. The Agency shall not be responsible for reimbursing the Developer for any payments by the Developer to the Developer or any wholly - owned affiliate of the Developer which are in excess of the amount that would have been paid for such services in an arms length transaction between unrelated third parties acting under the same circumstances. In no event shall the Agency withhold or delay issuance of any Certificate of Completion because of the Developer's failure or refusal to construct any Additional Off -Site Improvements. Subject to the terms of this Agreement, the Developer shall be responsible for all fees associated with development of the Improvements, including, without limitation, traffic, 25 SF/s:G.SF-96Agree DDA-1208 12/12/96 library, school facilities and other impact fees. The Agency shall use its best efforts to assist the Developer in its efforts to minimize the amount of such fees. 6. [§ 307]DemoI;tion of Site. Pursuant to the Prior DDA, the Agency demolished all buildings existing on the Site. Promptly following execution of ibis Agreement, the Agency shall complete The clearance of all asphalt, structures, foundations, tanks, and other improvements. Notwithstanding that all costs related to the demolition shall be ultimately borne by the Agency, the Developer may advance such costs on behalf of the Agency as such costs are incurred. All such advances and any other costs incurred by the Developer in connection with such clearance and demolition will be added to and became a part of the Developer Loan described in Section 201 [2] above and shall be deducted- from the gross purchase price in connection with the determination of the Purchase Price pursuant to Section 201 [3] above. 7. [§ 308]Constniction Schedule. Subject to extension pursuant to Section 603, the Developer shall commence and complete the Improvements by the respective times established therefor in the Schedule of Performance (Attachment No. 6). Except as otherwise provided in this Agreement, the Developer shall defend, assume all responsibility for and hold the Agency and the City, and their respective officers, agents and employees, harrlless 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 Developer's activities under this Agreement, whether such activities or performance thereof be by the Developer or anyone (other than the City or the Agency, or any of their agents, employees or representatives) 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 commencement of construction on the Site, the Developer shall take out and maintain during the life of this Agreement, a comprehensive liability policy in the amount of Two Million Dollars ($2,000,000.00) combined single limit policy, including contractual liability, as shall protect the Developer, the City, and the Agency from claims for such damages. Insurance coverage furnished by the Developer pursuant to this Section 309 shall conform to this Section 309 and shall pertain to all activities on the Site and all work on ahy Off- Site Public Improvements or any Additional Off -Site Improvements. The Developer shall furnish the Agency a certificate of insurance from the'insurer evidencing compliance with this Section 309 and providing that the insurer shall not cancel or modify the policy without thirty (30) days prior written notice to the Agency.' The Developer 26 SF/ :G:Sr-96Agrce:DDA-1208 12/12196 shall give the Agency prompt and timely notice of any claim made or suit instituted with respect to the matters covered by such insurance. Coverage shall be primary and not contributing with any policy or coverage maintained by or obtained by the Agency, and an appropriate endorsement, if available, shall so state. The policy shall contain a waiver of subrogation, if available. The Developer shall comply with all of the provisions of the Workers Compensation Insurance and Safety Acts of the State of California applicable to development of the Site, the applicable provisions of Divisions 4 and 5 of the California Labor Code, and all amendments thereto, and all similar State or federal acts or laws which are applicable, and the Developer shall hold the Agency and the City harmless from any claims arising thereunder from the Developer's failure to so comply. The Developer shall furnish to the Agency a certificate of Workers Compensation insurance providing that the insurer shall not cancel or modify the policy without thirty (30) days prier written notice to the Agency. In the alternative, the Developer may show proof of a certificate of consent to self -insure issued by the Director of Industrial Relations according to California Labor Code Section 3800. Before commencement of construction or development of any buildings, structures or other works of improvement upon the Site by the Developer, the Developer shall secure or cause to be secured any and all permits which may be required by the City or any other governmental agency affected by such construction, development or work. Except as otherwise provided by this Agreement, such permits shall be secured at the Developer's own expense. Subject to the terms of this Agreement, it is understood that the Developer is obligated to pay all necessary fees and to timely submit to the City final drawings with final corrections to obtain building permits; the Agency will, without obligation to incur liability► or expense therefor, use its best efforts to expedite issuance by the City of building and other required permits and certificates of occupancy for constriction that meets the requirements of the Huntington Beach Municipal Code. Subject to the Iimitations of this Agreement, the Developer shall be required to comply with all -condition, of approval of all zoning changes, general plan amendments, subdivision maps, conditional use permits or any other land use approvals and all costs of compliance shall be at the sole exp .mse of the Developer. The Developer shall be required to comply with the requirements of the California Environmental Quality Act, California Public Resources Code Section 21000, et sea. ("CEQA"). If such compliance with CEQA results in the imposition of any conditions or mitigation measures not already contemplated by this Agreement, then, at the Developer's written election, &Is Agreement shall terminate and be of no further force or effect, and the Prior DDA shall be reinstated in full force and effect, the parties shall proceed with processing and development of the Improvements contemplated by the Prior DDA, as modified by subsequent City -approved entitlements or plans, as quickly as reasbmbly possible, and the Agency and the Developer shall be entitled to assert all rights and -enforce all - - obligations arising from or contained in the Prior DDA- 27 SF/s..G.SFA6Agrsr:DDA-1208 12/12/96 10. [§ 3111giachtso fAccess. For the purpose of assuring compliance with this Agreement, representatives of the Agency and the City shall have the right of access to the Site without charges or fees, at normal business hours during the period of construction on the Site for the purposes of this Agreement, including, but not limited to, the inspection of the work being performed in constructing the Improvements, so long as they comply with all safety rules and do not interfere with the work of the Developer, or its contractors, agents or representatives. Such representatives of the Agency or of the City shall be those who are so identified in writing by the Director of the Agency. The Agency shall indemnify, defend and hold the Developer, and its Representatives harmless from any Liabilities arising out of the activities of the Agency and the City referred to in this Section 311. The Developer shall place and maintain on the Site signs indicating the respective roles of the Developer and the Agency in the construction of the Improvements. The cost of the signs and their installation shall be borne solely by the Developer and shall comply with all applicable City sign codes. 11. [§ 312]IQga1. 1 The Developer shall perform under this Agreement and carry out its performance under this Agreement, including without limitation the construction of the Improvements, in conformity with all applicable federal and state laws and local ordinances, including all applicable federal and state labor standards, as to the Site, provided, however, the Developer and its contractors, successors, assigns, transferees, and lessees are not waiving their rights to contest any such laws, rules or standards. 12. [§ 3131Anti-Discrimination. Pursuant to Sections 33435 and 33050 of the California • Community Redevelopment Law, the Developer, for itself and its successors and assigns, agrees that in the construction of Improvements on the Site or other performance under this Agreement, the Developer will not discriminate against any employee or rppiicant for employment because of sex, marital status, race, color, religion, ancestry, or national origin. : � u + r • • � �,+lCfiililr�l>�►`F�[:ii1T�iC�:��. + . � + ►� �r+r.+ . .. uW, M + ikFiMWTiF-T-1RF.T#T* Mortgages, deeds of trust and sales and leases -back are permitted. before completion of the construction of the Improvements; but only for the purpose of securing loans of funds to be used for financing *.e acquisition of the Site, the construction and operation -of Improvements on the Site, and any other purposes necessary and appropriate in connection with 28 SFh:G:SF-96Agree:DDA-1208 12/12196 development under this Agreement. The Developer shall notify the Agency in advance of any mortgage, deed of trust or sale and lease -back financing, if the Developer proposes to enter into the same before issuance of a Certifi: ate of Completion for the affected improvements. The term "mortgage" as used hereinafter shall include a deed of trust and sale and lease -back. Prior to issuance of a Certificate of Completion for the affected Improvements, the Developer shall not enter into any conveyance for financing (other than any financing approved in connection with the Agency's approval of the Developer's evidence of financing pursuant to Section 215), without the prior azitten approval of the Agency, which approval the Agency agrees to give if any such conveyance for financing is given to a responsible financial or lending institution or other financially responsible person or entity and is for the purposes stated above. � s• a' • 1• • •1 •. 111 • 11' 1 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 stall any covenant or any other provision in this Agreement or any grant deed for the Site be construed so to obligate such holder. Nothing in this Agreement shall be construed to 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. nth respect to any mortgage or deed of trust granted by the Developer as provided herein, whenever the Agency shall deliver any notice or demand to the Developer with respect to any breach or default by the Developer in completion of construction of the Improvements, or otherwise under this Agreement, 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 thirty (30) days after expiration of the cure period applicable to the Developer under this Agreement, to cure or remedy or commence to cure or remedy any such default and to ad{3 the cost thereof to the mortgage debt and the lien of its mortgage; provided, that if the default cannot with diligence be remedied or cured, or the remedy or cure cannot be commenced, within such thirty (30) day period, such holder shall have such additional time as is reasonably necessary to remedy or cure such default by the Developer. If such default shall be a default which can only be remedied or cured by such holder upon obtaining possession, such holder shill have the right to seek to obtain possession with diligence and continuity through a receiver or otherwise, and shall have the right to remedy or cure such default after obtaining possession within such time as is reasonably necessary to cure • such default. Any such holder shall not be required to cure any default of the Developer which is ' incurable in order to exercise its rights under this Section. 317. 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 29 SF/s:G.SFA6Agret:DDA-1208 12l12195 the Developer's obligations to the Agency by written agreement 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 322 of this Agreement, to a Certificate of Completion (as therein defined.). In any case where, thirty (30) days after the Developer's uncured default in completion of construction of the Improvements under this Agreement and the holder's receipt of the notice of said default by the Developer in completion of construction of Improvements under this Agreement, the holdcr of any mortgage or deed of UvA creating a lien or encumbrance upon the Site or any part thereof has not exercised the option to commence curing such default, or, if it has exercised its right to cure such default, such holder is not proceeding diligently with construction, the Agency may purchase the mortgage or deed of trust by payment to the holder of the amount of the unpaid mortgage or deed of trust debt, including principal and interest and all other sums secured by the mortgage or deed of trust. If the ownership of the Site or any part thereof has vested in the holder, the Agency, if it so desires, shall be entitled to a conveyance from the holder to the Agency upon payment to the holder of an amount equal to the sum of the following: (I) The unpaid mortgage or deed of trust debt at the time title became vested in the holder (Tess all appropriate credits, including those resulting from collection and application of rentals and other income received during foreclosure proceedings); (2) All expenses with respect to foreclosure; (3) The expenses, if any (exclusive of general overhead), incurred by the holder as a direct result of the subsequent management of the Site or part thereof; (4) The costs of any improvements made by such holder and (5) 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 at the time incurred and such debt had continued in existence to the date of payment by the Agency; less (6) Any income derived by the Iender from . operations conducted on the Site following the foreclosure (the receipt of principal and interest payments in the ordinary course of the Iendces business shall not constitute income from the purposes of this - subsection (6)). 30 SFIt:G:SF96Agree:UaA-1208 r2'12146 • ► 1/ 1: 1 1 2- Uol O i .- 1, i In the event of a mortgage or deed of trust default or breach by the Developer prior to the completion of the construction of the Improvements on the Site or any part thereof and if the holder of any mortgage or deed of trust has not exercised its option to construct those improvements, the Agency may cure the default. In such event, the Agency shall be entitled to reimbursement from the Developer of all proper costs and expenses associated with and attributable to the curing of the mortgage or deed of trust default or breach of this Agreement by the Developer and incurred by the Agency in curing such default; provided, however, that in exercising its rights under this sentence the Agency shall be required to act in a manner which will mitigate its damages in the event of such breach by the Developer. The Agency shall also be entitled to a lien upon the Site to the extent of such incurred costs and disbursements. Any such lien shall be subject to the prior comstruction financing mortgages or deeds of trust After the Conveyance of title and prior to the issuance of a Certificate of Completion for the affected portion of the Site, and after the 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 uncompleted portion of the Site wHch are not otherwise permitted under this Agreement, the Agency shall have the right but no obligation to .atisfy any such liens or encumbrances; provided, however, that nothing in this Agreement shall require the Developer to pay or make provisions for the payment of any tax, assessment, lien or charge so long as the Developer in good faith contests the validity or amount thereoL and so long as such delay in payment does not subject the applicable portion of the Site to forfeiture or sale, without the right to redeem. D. [§ 321]AdditionaAntendmenl. The Agency agrees not to unreasonably withhold approval of any modification or amendment to this Agreement as m iy be requested by the holder or prospective holder of any deed of trust or mortgage encumbering any portion of the Site, or any interest therein. 'Ihe Agency acknowledges that such amendments may, from time to time, be necessary to induce a lender to loan funds in connection with the development or operation of the Site, and that different lenders may have specifi-. requirements or requests relating to receipt of notice, opportunity to cure, and other similrx matters pertaining to its security and its remedies upon a default by the Developer. Any such modification or amendment to this Agreement shall be prepared by the Developer at no cost to the Agency. : E. [§ 322] ,g=Iction. Promptly after the completion of all of the Improvements to be constructed on the Site (excluding any tenant improvements) in conformity with this Agreement (as determined by the Executive Director of the Agency), upon the written request of the Developer, the Executive Director of the Agency shall furnish the Developer with a Certificate of Completion (in the form. 31 srls:G:srA6Agree:DDA-1208 IV12196 attached hereto as Attachment No. 9) for the Site. Such Certificate of Completion shall be a conclusive determination of satisfactory completion of the construction required by the Agreement upon the Site and the Certificate of Completion shall so state. After the recordation of such Certificate of Completion, any party then o%kming or thereafter purchasing, leasing or otherwise acquiring any interest in the Site shall not (because of such ownership, purchase, lease or acquisition), incur any obligation or liability under this Agreement, except that such party shall be bound by any then effective covenants contained in the Grant Deed applicable to the Site or portion thereof acquired by such party. The Certificate of Completion shall be in such form as to permit it to be recorded in the Recorder's Office for the County of Orange. If the Agency refuses or fails to furnish a Certificate of Completion as to the Site after written request from the Developer, the Agency shall, within thirty (30) days of the written request, provide the Developer with a written statement of the reasons the Agency refused or failed to furnish the Certificate of Completion. The statement shall also contain the Agency's opinion of the action the Developer must take to obtain the Certificate of Completion. If the reason for such refusal is confined to the failure to complete specific items of construction, landscaping, and/or other items, all of which shall not affect the ability of the Improvements to be safely inhabited, the Agency will issue its Certificate of Completion upon the posting of a bond or other security acceptable to the Agency by the Developer with the Agency in an amount representing the fair value of the work not yet completed. In no event shall the Agency unreasonably withhold or delay the issuance of a Certificate of Completion. 'The Certificate of Completion (Attachment No. 9).is not a notice of completion as referred to in Section 3093 of the California Civil Code. The Agency also agrees not to unreasonably withhold a separate Certificate of Completion for any separate Lot v,nthin the Site with respect to which the Developer has completed all required Improvements (even though the improvement of the entire Site has not been completed); provided, that the Developer shall not then be in default with respect to construction of the remaining Improvements and the issuance of such partial Certificate of Completion shall not unreasonably interfere with the Agency's expectation of completion of all of the Improvements required to be constructed on the Site. Each such partial Certificate of Completion shall also be in the form of Attachment No. 9 and shall, with respect to the Lot affected by the partial Certificate of Completion, have the same purpose and effect as the Certificate of Completion for the entire Site has with respect to the entire Site. Issuance of the Certificate of Completion shall be an administrative' act and is hereby authorized by action of the Executive Director without the necessity for separate approval by the Agency Board. 32 SF1s-.G-.SF-96Agnc.DDA-1208 12112M IV. [§ 400] USE OF THE SITE. In accordance with the terms of this Agreement, the Developer shall develop on and adjacent to the Site all on -site Improvements and those Off -Site Public Improvements required by the City to be constructed in connection with the on -site improvements pursuant to the terns of this Agreement, including the Scope of Development (Attachment No. 3). B. [§ 402] wring. The Agency shall be responsible for satisfying outside of the Site all affordable housing requirements arising directly or indirectly from or otherwise related to development of the Site or the construction of the Improvements thereon, regardless of whether such affordable housing requirements arise from state Iaws or regulations, City ordinances, requirements or conditions, or from any other source or cause. The Agency shall indemnify, defend and hold the Developer and the Site harmless against any affordable housing requirements applicable to the Site or Improvements, and in no event shall the Developer be required to create, fund or assist in any way with the provision of affordable housing as a result of its development of the Site. All residential units constructed on the Site may be leased or sold at unrestricted market levels by the Developer. C. [§ 403] Parking Qamgg. The Developer shall construct a subterranean parking structure (the "Parking Structure") on the Site, as described and set forth in the Scope of Development (Attachment No. 3). With respect to the first 262 parking spaces required for the Site by the Land Use Entitlements, Developer shall satisfy that requirement at its sole cost and expense by constructing those spaces on the Sit.-. If the Land Use Entitlements require provision of more than 262 parking spaces on the Site, Agency may, at its sole discretion, consider assisting the Developer in satisfying any parking requirement not met by Developer's construction of parking spaces on the Site through participation in the In Licu Fee Parking Program established by . Agency Resolution No. 268, or successor resolutions, for no more than 40 additional spaces. D. [§ 404] Commercial Developmen . The Developer shall develop approximately forty-one thousand. (41,000) square feet of commercial space as set forth in the Scope of Development (Attachment No. 3) on the. Site. . The Developer shall, from time to tkne, meet and consult with the Agency concerning development and implementation of a marketing plan for the Retail and Office space on the Site, and shall provide the Agency with copies of such documentation setting forth that plan as the Agency may reasonably request; provided, all such documentation shall be held by the Agency in confidence and the Developer shall not be required to provide any confidential financial information in connection therewith. ' 33 SF/s:G:SF-96Agree:DDA-1208 12/12/96 The Developer covenants and agrees for itself, and its successors, its assigns, and every successor in interest to the Site or any part thereof that, during the term of the Redevelopment Plan, the Developer and such successor and assigns shall not devote the Site to any uses other than those permitted by the Redevelopment Plan as of the date of this Agreement, the Grant Deed (Attachment No. 7); and this Agreement, including the Scope of Development attached hereto. The foregoing covenants shall run with the land. The Developer covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, handicap, national origin or ancestry in the We, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site, nor shall the Developer itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation vdth reference to the selection, location, number, use or occupancy of tenants, Iessees, subtenants, sublessees or vendees of the Site. The foregoing covenants shall run with the Iand. The Developer shall refrain from restricting the rental, sale or lease of the site and lots 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: a. In deeds: "The grantee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or'group of persons on account of race, color, creed, religion, marital status, handicap, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or herself or any person claiming under or through lum 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 conveyed. The foregoing covenants shall run with the land." b. In leases: "The lessee herein covenants by and for himself or herself, his or her heirs, executors, administrators and assigns, and all persons claiming under or through him or her, and this lease is made and accepted upon and subject to the following conditions: "There shall be no discrimination against or segregation of -any person or group of persons on account of race, color, creed, religion, sex, marital .status, handicap, ancestry or national origin in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the premises herein Ieased nor shall the Iessee himself or herself, or any person claiming under or through him or her, establish or permit any such practice or practices of . 34 S F1s:c: Sr•-96A gree:DDA-1208 12/12196 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." C. In contracts: "There shall be no discrimination against or segregation of, any person, or group of persons on account of race, color, creed, religion, sex, marital status, handicap, ancestry or national origin, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the premises, nor shall the transferee himself or herself or any person claiming under or through him or her, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the premises." Subject to Sections 322 and 406, the covenants established in this Agreement and the deed of conveyance for the Site shall, without regard to technical classification and designation, be binding for the benefit and in favor of the Agency, its successors and assigns, the City, and any successor in interest to the Site, or any part thereof. Notwithstanding the issuance of a Certificate of Completion for the Site, the covenants against racial discrimination shall remain in effect in perpetuity. F. [§406]Effect-of-Vigjation-of-theMrms -and -EWy1siQn5-Qf this Az=ment After Completion 12f Con=ction. The Agency is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants mmning with the land, for and in its own right and for the purposes of protecting the interests of the community and other parties, public or private. Such covenants are established by and enforceable only by the Agency,. and are not intended to create any third party beneficiary and may not be enforced by any person or entity other than Agency. 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. Notwithstanding any other provisions of this Agreement to the contrary, all of the covenants of the Developer contained in this Agreement with respect to the Site (excepting only the covenants against discrimination) shall terminate and be of no further force or effect as to the Site (or any Lot thereof, as applicable), upon the issuance of a Certificate of Completion for the Site or such Lot, and thereafter all rights, obligations, and covenants of the parties with respect to the Site or such Lot shall be as set forth in the Grant Died. Notwithstanding issuance of a Certificate of Completion for the Site, the Developer and its successors and.assigns shall still be required to maintain the Site and perform all other obligations in accordance with the standards set forth in the Grant Deed. Issuance of a Certificate of Completion shall not waive, limit, or terminate any obligation of a party to return or release any deposit or security pursuant to the ' terms of this Agreement, repay any amounts due to the Developer pursuant to the terms of the Developer's Loan described in this Agreement, or to limit the scope of any indemnity obligation 35 ' SFh:G:SF-96Agree:DDA-1208 12/12/96 which has accrued or which, by its terms, remains applicable following the Certificate of Completion. V. [§ 5001 DEFAULTS AND REMEDIES. A. [§ 501]Defaults —General. Subject to the extensions of time provided by Section 603, failure or delay by either party to perform any term or provision of this Agreement constitutes a default under this Agreement. A party claiming a default shall give written notice of default to the other party, specifying the default complained of and the actions rcluired to correct such default. The party asserting the default shall not institute proceedings against the other party if the other party, within thirty (30) days from receipt -of such notice, commences to cure, correct or remedy such failure or delay and completes such cure, correction or remedy as soon as reasonably practicable after receipt of such notice. B. [§ 502]I, galActions. 1. [§ 503]Insti11[+lon of Legal Actions. In addition to any other rights or remedies and subject to the restrictions in Section 501, either party may institute legal action to seek specific performance of the terms of this Agreement, or to cure, correct or remedy any default, to recover damages for any default, or to obtain any other legal or equitable remedy consistent with the purpose of this Agreement. Such legal actions must be instituted in the Superior Court of the County of Orange, State of California, in an appropriate municipal court in that co•,mty, or in the Federal District Court in the Central District of California. 2. [§ 504]Applju Iti.Iaw. ?he laws of the State of California shall govern the interpretation and enforcement of this Agreement. ! .r . i •M., 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 commenced by. the Agency against the Developer, service of process on the Developer shall be made by personal. service upon .the managing member of the Developer and shall be valid whether made within or without the State of California or in such other manner as may be provided by law. Service on the foregoing 36 SF1z:G.SF-96AgmC:DDA-1208 12/12196 natural person accomplished by or on behalf of the Agency shall be deemed to effect service on the Developer (and all its constituent members) to the greatest extent permitted by law. C. [§ 506]Rig as nd Remedies Are Cumulative. Except as otherwise provided 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 same or different times, of any other rights or remedies for the same default or any other default by the other party. Without limiting the generality of the foregoing, the right of either party under Section 511 or 512 to terminate this Agreement due to a default by the other party shall not be deemed to prohibit or limit the right of the party entitled to termination to sue for specific performance, damages, and all other appropriate relief. 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 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. I . [§ 509] Damat es. If any default is not cured or commenced to be cured by the defaulting party within the time provided in Section 501 above, then, subject to the limitations of Section 512 below concerning liquidated damages, the defaulting party shall be liable to the other party for any damages caused by such default. 2. i§ 510)S=i i." If any default is not cured or commenced to be cured by the defaulting party within the time provided in Section 501 above, then, subject to the limitations of Section 512 below concerning liquidated damages, the non -defaulting party at its option may thereafter (but not before) commence an action for specific performance of the terms of this Agreement. C nM4 M - 4 1: *,y Vie In the event that, prior to the Conveyance: EL The Agency does not tender cenveyinnce of the Site, in the manner and condition, and by the date established in the Schedule of Performance (Attachment No. 6) for the Conveyance, and any such failure shall not be cured within the period provided in Section 501; ' 37 ST'1s-.G.SF-96Agm:DDA-1208 12/1Z'96 b. The Developer determines, in its reasonable discretion, that the condition of the soils on or under the Site (other than the presence of Hazardous Substances) is not suitable for the uses to which the Site is to be put, and such condition is not cured to the DeveIopees reasonable satisfaction within a reasonable period of time by the Agency after written demand by the Developer, or the cost of Remediation of Hazardous Substances exceeds the Remediation Cost Cap, and the Agency will not pay for the costs in excess of the Remediation Cost Cap; C. The Developer is unable, notwithstanding its diligent efforts, to obtain financing, acceptable to the Developer, for the acquisition and development of the Site; d. Any of the Conditions Precedent to the Developers performance of its obligations has not been satisfied (or waived by the Developer) by the time provided in the Schedule of Performance (as the same may be extended pursuant to Section 603) except those conditions which are to be performed by the Developer, or C. Any conditions or mitigation measures requiring the expenditure of funds by the Developer (and not otherwise already imposed on the Developer pursuant to this Agreement) are required of the Developer in connection with development of the Site as a result of environmental review of the proposed development and Agency fails to assume responsibility for payment of all costs and expenses related thereto; then, at the option of the Developer, upon written notice to the Agency, all provisions of this Agreement shall terminate and be of no further force and eff'nct, the Developer Deposit, all letters of credit, guaranties or other security or funds posted by the Developer, and all funds payable to the Developer upon such termination, shall be immediately returned to or paid to the Developer, as applicable; and thereafter, neither the Agency nor tl;e Developer shall have any further rights against or liability to the other with respect to this Agreement (except that the Developer does not, in such event, waive any legal or equitable rights o: remedies it may have against the Agency for the Agency's default or failure to the return any documents or pay any funds to which the Developer is then entitled). 38' SFls:G:SF-96Agree: DDA-I208 1211196 4. [§ 5121 Termination by.flic Agency Prior to the Conveyance. In the event that, prior to the Conveyance: a. The Developer (or any successor in interest) assigns or attempts to assign the Agreement or any rights therein or in the Site in violation of this Agreement and such action is not cured within the period provided in Section 501; or b. There is a change in the ownership of the Developer contrary to the provisions of Section 107 hereof and such action is not cured within the period provided in Section 501; or C. The Developer does not submit certificates of insurance, construction plans, drawings and related documents as requited by this Agreement, in the manner and by the dates respectively provided in this Agreement (as the same may be extended pursuant to Section 603) and such default or failure is not cured within the period provided in Section 501; or d. The Developer fails to countersign the Grant Deed (Attachment No. 7) by the time established in the Schedule of Performance (Attachment No. 6) (as the same may be extended pursuant to Section 603) for the Site Conveyance and such failure is not cured within the time provided in Section 501; or e. Any of the Conditions Precedent to the Agency's performance of its obligations has not been satisfied by the time established -therefor in the Schedule of Performance (as the same may be extended pursuant to Section 603), except those conditions which are to be performed by the Agency; or f. The Developer does not take title to the Site upon tender of conveyance by the Agency pursuant to this Agreement and following satisfaction of all Conditions Precedent thereto, and such failure is not cured within the time provided in Section 501; or g. The Developer is otherwise in default under this Agreement and such default has not been cured within the time provided in Section 501; then, at the option of the Agency, upon written notice to the Developer, this Agreement shall be terminated, and thereafter neither party shall have any further rights against the other under this Agreement (except that, subject to the limits of the following paragraph, the Agency does not in such event waive any legal or cquitilble rights or remedies it may have against the Developer for the Developers default). 39 S F/s:G:SF-96Agmc:DDA-1208 12/12/96 IN THE EVENT OF TERMINATION UNDER SECTION 512(a) TO (d), INCLUSIVE, (f) OR (g), THE DEVELOPER DEPOSIT OF $50,000, AS SET OUT IN SECTION 109, SHALL BE RETAINED BY THE AGENCY AS LIQUIDATED DAMAGES AS THE SOLE AND EXCLUSIVE REMEDY, AT LAW OR IN EQUITY, OF THE AGENCY HEREUNDER IN THE EVENT OF TERMINATION, THE AGENCY WOULD SUSTAIN DAMAGES BY REASON THEREOF THE AMOUNT OF WHICH WOULD BE UNCERTAIN. SUCH DAMAGES WOULD INVOLVE SUCH VARIABLE FACTORS AS THE DELAY OR FRUSTRATION OF TAX REVENUES THEREFROM TO THE CITY AND THE AGENCY, THE DELAY OR FAILURE OF THE AGENCY TO FURTHER THE IMPLEMENTATION OF THE REDEVELOPMENT PLAN, AND LOSS OF OPPORTUNITY TO ENGAGE IN OTHER POTENTIAL TRANSACTIONS, RESULTING IN DAMAGE AND LOSS TO THE AGENCY. IT IS IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE AMOUNT OF SUCH DAMAGES TO THE AGENCY, BUT THE PARTIES ARE OF THE OPINION, UPON THE BASIS OF ALL INFORMATION AVAILABLE TO THEM THAT THE TOTAL OF SUCH DAMAGES WOULD APPROXIMATELY EQUAL THE AMOUNT OF THE GOOD FAITH DEPOSIT (WITH ANY ACCRUED BUT UNPAID INTEREST THEREON), AND SUCH AMOUNT SHALL BE RETAINED BY THE AGENCY UPON TERMINATION AS THE TOTAL OF ALL LIQUIDATED DAMAGES FOR ANY AND ALL SUCH DEFAULTS AND NOT AS A PENALTY, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREBY EXPRESSLY WAIVED BY AGENCY. AGENCY HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. IN THE EVENT THAT THE DEVELOPER SHOULD CHALLENGE THE APPLICABILITY OR EFFICACY OF THIS PARAGRAPH OR IF THIS PARAGRAPH SHOULD BE HELD TO BE VOID FOR ANY REASON, THE AGENCY SHALL BE ENTITLED TO THE FULL EXTENT OF DAMAGES OTHERWISE PROVIDED BY LAW. THE DEVELOPER AND THE AGENCY SPECIFICALLY ACKNOWLEDGE THIS LIQUIDATED DAMAGES PROVISION BY THEIR INITIALS BELOW: Ar Agency Initial Here In the event of a termination pursuant to Section 512(e), the Developer Deposit shall be returned to the Developer. In the event of a termination under Section 512(a) to (g), all letters of credit, guaranties or other security or funds posted by the Developer, other than the Developer Deposit, and all other funds payable to the Developer upon termination of this Agreement, shall be immediately returned to or paid to the Developer, as applicable. 40 SF1s G:SFA6Agm:DDA-1208 12112t96 2111ta. EugEpqmp 4=0 IMMOMMOMOMMMA 1114tit 1. [§ 51411crmination and Dama-.:S. After the Conveyance, if any default is not cured within the period provided in Section 501, the defaulting party shall be liable to tl:e other party for any damages caused by such default. 2. R 515] Action for Spcci fir, PcdDrmance. After the Conveyance, if any default is not cured within the time provided in Section 501, the defaulting party at its option may institute an action for specific performance of the terms of this Agreement. Subject to the provisions of Section 322, the Agency has the additional right, at its option, to terminate this Agreement and, upon such termination, to reenter and take possession of the Site, or the portion thereof for which a Certificate of Completion has not been issued, with all Improvements thereof, and terminate and revest in the Agency the estate conveyed to the Developer, if after conveyance of title to the Site and prior to the recordation of a Certificate of Completion for the affected portion of the Site, the Developer (or its successors in interest) shall: 1. Fail to start the construction of the Improvements as required by this Agreement for a period of sixty (60) days after written notice thereof from the Agency (as the same may be extended pursuant to Section 603); or 2. Abandon or substantially suspend construction'of the Improvements required by this Agreement once commenced for a period of sixty (60) days after written notice thereof from the Agency (as the same may be extended pursuant to Section 603); or- 3. Transfer or suffer any involuntary transfer of the Site, or any part thereof, in violation of this Agreement and such violation shall not be cured within sixty (60) days after the receipt of written notice thereof by the Agency to the Developer (as the same' may be extended pursuant to Section 603); but 4. Notwithstanding the time limitations in subsections (1), (2) and (3), so long as the Developer is proceeding with reasonable diligence to correct or cure any cause set forth in such subsections, such time limitations shall be extended for the time necessary to complete such correction or cure. ' Such right to reenter, terminate and revest shall be subject to and be limited by and shall not defeat, render invalid or limit: 1. Any mortgage or deed of bust p_rmitted by this Agreement; or 41 SF1s-G:SF-96Agroe: DDA• 120g 12/12/96 2. Any rights or interests provided in this Agreement for the protection of the holders of such mortgages or deed of trust. The Grant Deed (Attachment No. 7) shall contain an appropriate reference and provision to give effect to the Agency's right as set forth in this Section 516, under specified circumstances and prior to recordation of any Certificate of Completion, to terminate this Agreement and to reenter and take possession of the applicable portion of the Site, with all Improvements thereon, and to terminate and revest in the Agency the estates conveyed to the Developer in such portion of the Site. Upon revesting in the Agency of title to the affected portion of the Site as provided in this Section 516, the Agency shall use its best efforts to resell the Site as soon and in such manner as the Agency shall find feasible and consistent with the objectives of the state redevelopment law and of the Redevelopment Plan, as it may be amended, to a qualified and responsible party or parties (as determined by the Agency) who will assume the obligation of snaking or completing the Improvements, or such other improvements in their stead as shall be satisfactory to the Agency or who will assume the ownership, management, and operation of the Site all in accordance with the uses specified herein and specified for the Site or part thereof in the Redevelopment Plan. Upon such resale of the Site., the proceeds thereof shall be applied: . 1. First, to reimburse the Agency, on its own behalf or on behalf of the City, for all costs and expenses incurred by the Agency, including, but not limited to, any expenditures by the Agency or the City in connection with the recapture, management and resale of the Site or part thereof (but less any income derived by the Agency from the Site or part thereof in connection with such management); all taxes, assessments and water or sewer charges with respect to the Site or part thereof which the Developer has not paid (or, in the event the Site is exempt from taxation or assessment or such charges during the period of ownership thereof by the Agency, an amount, equal to such taxes, assessments, or charges as would have been payable if such area were not so exempt); any payments made or necessary to be made to discharge any encumbrances or liens existing on the Site or part thereof at the time of revesting of title thereto in the Agency, or to discharge or prevent from attaching or being made any subsequent encumbrances or liens due to obligations, defaults or acts of the Developer, any expenditures made or obligations incurred %ith respect to the making or completion or operation and management of the Improvements or any part thereof on the Site, or part thereof; and any amounts otherwise owing the Agency by the Developer and its successor or transferee; and in the event additional proceeds are thereafter available, then; 42 SF1s.G:SF-96AV=-.DDA- L20& 12J[2J96 2. Second, to reimburse the Developer, its successor or transferee, up to the amount equal to the sum of. (a) the Purchase Price paid to the Agency by the Developer for the Site; and (b) the costs incurred by the Developer for the development of the Site, and for the Improvements existing on the Site at the time of the reentry and repossession, including costs for plans, reports, studies and other like matters; and (c) all funds advanced by Developer in connection with acquisition of the Third Party Parcels or clearance, environmental testing and remediation of the Site; less, (d) any net gains or income withdrawn or made by the Developer from the Site or the Improvements thereon. Any balance remaining after such reimbursements shall be retained by the Agency as its sole property. The rights established in this Section 516 are to be interpreted in light of the fact that the Agency will convey the Site to the Developer for de,%-eloptment and operation for the purposes herein specified and not for speculation in undeveloped land. VI. [§ 601 ] GENERAL PROVISIONS. Written notices, demands and communications between the Agency and the Developer shall be sufficiently given if delivered by hand, dispatched by reputable overnight courier service, or dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of the Agency and the Developer at the addresses specified in Sections 105 and 106, respectively. Such written notices, demands and communications may be sent in the same manner to such other addresses as either party may from m time to time designate by mail as provided in this Section 601. Any written notice, demand or communication shall be deemed received immediately if delivered by hand, shall be deemed received on the first working day following dispatch if delivered by overnight courier service, and shall be deemed received on the third.(3rd) day from the date it is postmarked if delivered by registered or certified mail. B. [§ 602] 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 of the Agency 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. 43 5F/s:G:SF-96Ag=:DDA-1208 12/12/96 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; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor or supplier, acts or omissions of the other party; acts or failures to act of the City of Buntington Beach or any other public or governmental agency or entity (provided that the acts or failures to act of the City 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 enforced delay and shall commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the ogler party within sixty (60) days of the commencement of the cause, or from delivery of such notice if delivered after such sixty (60) day period. Times of performance under this Agreement may also be extended in writing by the mutual agreement of the Agency and the Developer. No member, official or employee of the Agency or the City shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach by the Agency or the City or for any amount which may become due to the Developer or its successors, or on any obligation under the terms of this Agreement. No officer, director, member, or employee of the Developer, or officer, director, member, or employee of any partner of the Developer, shall be personally liable to the Agency or the City, or any successor in interest, in the event of any default or breach by the Developer or for any amount which may become due to the Agency or the City on any obligation under the terms of this Agreement. This Agreement is executed in three (3) duplicate originals, each of which is deemed to be an original. This Agreement includes pages I through 47 and Attachments I through l I which constitutes the entire understanding and agreement of the parties. Subject to the limitation set forth below, this Agreement integrates all cif the terms aid conditions mentioned herein or incidental hereto, and supersedcs 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. 44 S rh:G:SF-96A V=:DDA-1208 IV12/96 Notwithstanding anything in this Agreement which is or appears to be to the contrary, in the event that all Land Use Entitlements required by the Developer to proceed with the Improvements described in the Scope of Development are not obtained by the date set forth in the Schedule of Performance and in the form contemplated by and acceptable to the Agency and the Developer, then, at the Developer's written election, this Agreement shall terminate and be of no further force or effect, the Prior DDA shall be reinstated in full force and effect, the parties shall proceed math processing and development of the Improvements contemplated by the Prior DDA, as modified by subsequent City -approved entitlements or plans, as quickly as reasonably possible, and the Agency and the Developer shall be entitled to assert all rights and enforce all obligations arising feom or contained in the Prior DDA. All waivers of the provisions of this Agreement must be in writing by the appropriate authorities of the Agency and the Developer, and all amendments hereto must be in writing by the appropriate authorities of the Agency and the Developer. Except as otherwise expressly provided herein, when any consent or approval is required from or by another party, such party shall a---t reasonably and shall not unreasonably withhold or delay such consent or approval. .1. I U M I r?�e M u no The parties hereto shall execute and cause a Memorandum of Amended and Restated Disposition and Development Agreement attached hereto as Attachment No. I I and incorporated herein to be recorded in the Official records of Orange County, California within thirty (30) days after the Effective Date of this Agreement. G. [§ 607]Countemarts. This Agreement may be executed in counterparts. VII. [§ 700]TIME FOR ACCEPTANCE OF AGREEMENT BY AGENCY. This Agreement, when executed by the Developer and delivered to the Agency, must be authorized, executed and delivered by the Agency within forty-five (45) days after the date of execution and submission of one (1) copy of this Agreement by the Developer or this Agreement shall be void, except to the extent that the Developer shall consent in writing to a 45 SFh:G:SF-46Ag :DDA-12Q8 IV12M further extension of time for the authorization, execution and delivery of this Agreement. The date of this -Agreement shall be the date when itshall have been signed by the Agency. IN WITNESS WHEREOF, - the Agency and the Developer have signed this Agreement as of the date set forth below. DATED: December 16, 1996 "AGENCY" REVIEWED AND APPROVED: REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic B Name• T By: Its: • Executive Director Name: . >;S LIE 2 of the Agency Its: Chairman By: d C . ATTEST: Name: 1 S � /J Its: Director of Economic-t`�l-r. 4z Ls�� Development of the Agency Agency -Secretary - APPROVED AS TO FORM: tom! gency Attorncy [SIGNATURES CONTINUED ON NEXT PAGE] 46 SF1s:G:SFA6A&mc:DDA-1208 12/12/96 JT DEVELOPMENT COMPANY, LLC, a California Limited LiabiliveQrnpany . By: John Tsai Member By: 3o n T lotson Managing Member By: 11124 e Roberts Member 47 SF/s G:SF-96AZmc-.DUA-124B 12/12/96 . . ATTACHMENT NO.1 SITE MAP F&C4F-%6AV=-akh1208 12M% AMKhmad 1 11'1s-D T'1';' " Tf- K31 y :3 � zZ .�L 18 /T �--� Ina a 17 � xr • .,_ • f r �• 2�� r '�3 ' ' ; 1 i =2 . s - � j� urno so•rr-r � / 1 / a • • I• r . 7� ` rs �1 • sa i i c"t75r� �; L1 f m .�� rr T 3 ,c Z-7: r1 _ ...• • 1 ,I rs Z ,... . r7 to t5 = s3 ro s 14 ' stir lQ: A+ ! rat• ��• ! wF®•.. sa • • Lj lk 4i 1 • � � ' POE .., ~ t ;; �^• fie, • 0 fL ; 4 , r • ra' - 4CS 11 1 . R Fop .. t wjj+ sr.n' s4�EuvE - 07-09-90 ATTACf-iKE-I i NO. 1 0468u/2450/43 Pac;l 1 of 1 ATTACHMENT NO.2 LEGAL DESCRIPTION OF THE Srm Block 304 of Huntington Beach Tract, County of Orange, as per map recorded in Book 3, page 36 of Miscellaneous Maps in the Office of the County Recorder of said county. F/s:G:SF-96AVw:ttaI208 12IL96 Anw.hnmt 2 ATTACHNIENIT NO.3 SCOPE OF DEVELOPMENT The Improvements shall contain approximately 80,000 square feet of residential space consisting of approximately 48 to%%m home style wets ranging from approximately 1,450 to 2,100 square feet in size. The Improvements will include approximately 41,000 square feet of commercial space divided into 11,000 square feet of office on the second floor fiontiing Main Street, at least 4,500 square fed of restawant located at the corner of Main Street and Olive Avenue and the balance shall be devoted to retail commercial uses. The configuration of the Improvements, and the exact number and mix of residential units and commercial square footage shall be determined pursuant to the terms and conditions of the Land Use Entitlements. The Improvements will provide two hundred fifty-two (252) parking spaces, with the exact number of parking spaces to be determined pursuant to the tams and conditions of the Land Use Entitlement, and subject to the Developer's elections pursuant to Section 403 of this Agreement. Parking spaces shall be constructed in a "ramp" configuration which will provide one semi - subterranean level, one level below grade and one level above grade. Access for the commercial parking spaces shall be on Olive and Orange Avenues and the residential parking will have a separate entrance from Fifth Street. There shall be no vehicular access betwan the commercial and residential parking areas. The residential portion of the structure will also incorporate the necessary elevators, stairs and lobbies to provide secure and convenient access for residents, guests and emergency service providers. - Attachment 3 Page 1 of 2 Fh.'QSF-96Atnv::tch 1208 119196 The Improvements will be constructed consistent with the Downtown Design Guidelines adopted by the City and be of a Mediterranean design incorporating specific architectural details such as smooth stucco walls, balconies with wrought iron railing, tile roofs and file detailing, awning and at least one water feature. They shall incorporate landscape and hardscape elements associated with the style. The Improvements will incorporate a public art component which may be satisfied through either placed art or performance art programmed on a year round basis. The art component shall be submitted to Agency Staff prior to Certificate of Occupancy on, the commercial space. The specific measures necessary to meet the requirement will be determined by the Land Use Entitlements. The Improvements will provide on site and offsite improvements including but not limited to curbs, gutters, relocation and undergrounding of electrical service, relocation of sewers, water, and other public utilities and expansion thereof, as more particularly described in Exhibit A attached hereto (the "Off -Site Public Improvements'). The Improvements shall conform to the final conditions of the Land Use Entitlements as approved by the Planning Commission or City Council. Where the conditions of approval conflict with the provisions of this Scope of Development, the conditions of approval shall prevail. Attachment 3 . . Page 2of2 F/s:G:S F-96AS=--etch t20% 12MM iA.;z.D BY: :.ice i A`SOGIATE$ C12 C=6AA. SUITE ZIO i1c-c�-.9maLCTS'w DEVE_Cg* [ Kvr; I>c r• sCAoi. 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CALIFO;N*.A >�R •a..,....r, �.1•�11aw.w•►•.,•►►_a-raaYl�ffiar•rmasa••►.r•..• r••rr•..•t•..•r`tea. c6scarFr:a ; a�wT-a1r iwtz� I R�� � 9. =fr vfwvmYrs Ime mcl CLU s GMER j 1. !90 I t- F.1 ' IC-stX= A.C. FAVC-W x I V" ITCR I �rD cc=ATM PAVO .+rr Iw,�= I as I l.,.s Ir,,q I I ' lmms.-zcr SZt3%AL1C 1 mus IS.F.1 IASW-C CECXATIVE COt7E i (c<.:t'.c cz= crrrfz ! 60Q IS.F.1 IAT r.?nw A CLIK jm14rrt:r WyCICAP khres I A IEA. I I I j<=W ZM' V.=ATIVE SWEET L:=3 3 IEA. I Iw.ix STREET I Ic,Pa;A= :C=RA`;W rXrr LIG+TS . 5-,NG`I IEA- I IMAIN 5-.PX r I !LEXUTI S:Z£ET LIC4-3 - 3-JACAU 6 IE1_ I IOR.V4E. CtJYE I FIMA $-..xm I 'S:x:T_T ",QT CSanl 1.470 It.F.1 I I �1201W s ". IrZ)4 .1WrTc sx•laaL I : IL.s.1 IOuYtI 4 CDPG . cm I ILAMw-tj-- JRt.L_ aAM--, 1 I IL.S.1 - } I1-. 7 s. C K w,:„ 4 S3mf Tilat, I -------I---- [ C. ',TILITY DPC.VC—.X.� 1--!• I - I spa I I I I I ImmsmT a•'5EW: MAIN I 600 jur.l IMM CL K.M. ! PAIR 4 tJYE 1 Icy . 30a wwa+ I 1 IEA+ I . I . - I . . IMF UKI aENarr I I Iu• ' 'TE,ZL CF Ex. LI» . 1 JtD04 r_uc S I I IEA. I IAT PAIR j CLM . 1 ICOO-.Z 3 Wn LAZEM (5" %C�) 1 Im IL.F.I Is : ATruts ix mix � . w.M I�I�I. � I • . } r WTIX ":u 1 OS IL.r.i lwvE i Fis11 snAE7.3 ICCM=C.- Er'GATF VALVE 1 I !EL [ I I' lammcr 1r,' iAtTER rAix } 295 IL•.f,! IriAIK sTRE_�r . I . . iaiisTlar., 1z-. cat vtve 1 I Im I I I Iawrx= Frk 1 ewmr gwo-Y mc- vALvE)1 s IEA» I IUD [ loin -= r'fir. smiCE (DC- VALVE) I I I[A. ! I . . 2ri"Ta 30mcx (IW... K7") I A IEA. I 00Er, IC A_LUCS'CAK I Ki TAP (I>c. VALA) i 2 1 u.I I ! Irk rm T OL= i m-,x a Joix cay. vA7.1 2 Its. } I {rEi=Z conx rike myocmT .1 I �- I zxtx i oaArr:E AT.l .. I "=AL •---� .��•.r...•.•.•••.►.ar..+r.r+fwfr.srw•.r�WaW+�f�++.-rr.- w.r.,. ATTACHMENT NO. 4 SF,k-GSF46A fW Atchl20S . . ATTACHIMENT NO.5 SFh GSt 4U.voe:"128E AMwhmad S Z?W% ATTACHMENT NO.6 I. GENER.AT. MR, ISIONS l . Execution of Agreement by Agency. The Agency shall approve and execute this Agreement and shall deliver one (1) copy thereof to the Developer. 2. Soils and Preliminary Grading Plan Approval by Developer. 3. Submission of Complete Site Plan Application. Developer submits full and complete Site Plan application to City. 4. Review of Final Site Plan. Planning Commission Hearing and City Council Hearing. Agency/City to review Final Site Plan and Design Review Board, Planning Commission and City Council to approve the concept development plan. Approval of conditional use permit, tentative subdivision map and all other entitlements. * All "days" are calendar days. Within forty-five (4S) days* after the date of execution and submission of one (1) copy of this Agreement by the Developer. Within sixty (60) days after the approval of this Agreement by the Agency. Within sixty (60) days after approval of this Agreement by the Agency. Within ninety (90) days of submission of complete site plan application. Attachment 6 Page 1 of 4 SFh Q:SF-%A&=:atch 1208 MUM N • r: •u1r •a 01614M U 41.r 5. Subdivision Map. Developer is to prepare and City is to process or cause to be processed Subdivision Map for approval for the Site to be sold to Developer. Developer submits within thirty (30) days of approval of this Agreement by Agency; City process concurrent with other entitlements. 6. Submission of Complete Within one hundred twenty (120) days from Construction Drawings and Planning Commission and City Council Landscaping Plan. Developer shall approval of final site plan, including submit to the City complete conditional use permit, tentative subdivision Construction (working) Drawings map and all other entitlements (Item 4 and a Landscaping Plan, Sign above). Program, and Finish Grading Plan. Developer may submit for a Foundation and/or "shell only" permit and, for such permit, need not necessarily have drawings completed showing the details of the residential units except in conceptual form. The Landscaping Plan and final Sign Program shall be completed and approval obtained by Developer prior to completion of the Developer Improvements. 7. City Review of Complete Drawings Within twenty-one (21) days after submittal. and Plans. The City shall review the Complete Construction (working) Drawings, the Preliminary Landscaping Plan, Preliminary Sign Program, and Finish Grading Plan and provide comments. Attachment 6 Page 2 of 4 SFIs:G-.SF-96Agu itch 1208 12/12/96 S. Revisions, if any. Developer shall V'ithin thirty (30) days after receipt of City's prepare revised Construction comments. (working) Drawings as necessary, and submit them to City for review. .9. Final Review and Complete Drawings. The City shall approve the revisions submitted by the Developer provided that the revisions necessary to accommodate the City comments have been made; said approvals constitute the last City approvals required in order for the Developer to pull building permits. I0. Developer Bids Drawings and Obtains Construction Financing. III. SIT.DIqPQSM 11. Opening of Escrow. Agency shall open escrow for conveyance of fee title to the Site by Agency to Developer. 12. Conditions Precedent. The Developer and Agency shall satisfy or cause to be satisfied the Conditions Precedent to the Conveyance. SFh 0:SF-96AV":xtch1208 12112196 Within fourteen (la) days after submittal by Developer. %Vithin one hundred twenty (120) days after approval of construction drawings by all applicable governmental authorities. As of this date, Escrow is open pending completion of Conditions Precedent. ' Within one hundred twenty (120) days after approval of construction drawings by City/Agency. Attachment b Page 3 of 4 I3. Disposition Conveyance. Agency conveys title to the Site to Developer by the Grant Deed (Attachment No. 7). IV. CONSTRUCTION EHASF. 14. Commencement of Grading and Construction. Developer shall commence construction of the Improvements. .15. Completion of Construction. Developer shall complete construction of all of the Improvements. The Conveyance shall take place promptly upon satisfaction of the Conditions Precedent. Within thirty (30) days after the Conveyance Tha Developer is to use due diligence to complete the Improvements within fifteen (15) months after commencement of the Improvements; provided, however, the Developer may request up to three (3) three (3) month extensions to be granted by the Executive Director of the Redevelopment Agency. Approval for such three (3) extensions (but no other extensions) is not to be unreasonably withheld; provided the foregoing construction shall be completed not later than twcnty-four (24) months after the earlier of (i) the commencement of the Improvements or (ii) the time established in Us Agreement for the commencement of construction. Attachment 6 Page 4 of 4 5F1s:G:SF-96Ag=.s1ch 1209 12nZ96 ATTACHMENT NO.7 RECORDING REQUESTED BY: ) AND WHEN RECORDED MAIL TO: ) The Redevelopment Agency of } the City of Huntington Beach ) 2000 Main Street ) P.O. Box 190 ) Huntington Beach, CA 92648 } Attu: Director } (Space Above for Recorder's Use) The undersigned Grantor declares: Documentary transfer tax is S (X) Computed on full value of property conveyed THE REDEVELOPMIIVT AGENCY OF THE CITY OF HUNTINGTON BEACH By: Its: Dated: . 19 GRANT DEED For a valuable consideration receipt of which is hereby acknowledged, ; Attacl m=t 7 Page 1 of 13 srh:a.sF•�izea • . • , 1"M The REDEVELOPMENT AGENCY OF TIIE CITY OF HLINTINGTON BEACH, a public body, corporate and politic, of the State of California, herein called "Grantor", acting to carry out the Subarea 5 of the Redevelopment Plan, herein called the "Project Area," under the Community Redevelopment Law of California, hereby grants to JT DEVELOPMENT COMPANY, LLC, a California limited liability company, herein called "Grantee," the real property hereinafter referred to as "Property," described in Exhibit A attached hereto and incorporated herein, subject to the exceptions, reservations, restrictions and covenants described herein. L Grantor excepts and reserves from the conveyance herein described all interest of the Grantor in oil, gas, hydrocarbon substances and minerals of every kind and character lying more than 500 feet below the surface, together with the tight to drill into, through, and to use and occupy all parts of the Property lying more than 500 fct below the surface thereof for any and all purposes incidental. to the exploration for and production of oil, gas, hydrocarbon stAntances or minerals from said site or other lands, but without, howem, any tight to use either the surface of the Property or any portion thereof within 500 feet of the surface for any purpose or proposes whatsoever. 2. The Property is conveyed in accordance with and subject to the Redevelopment Plan which was approved and adopted by Ordinance No. 2578, as amended by Ordinances No. 2634 and 3343 of the City Council of the City of Huntington Beach, pursuant to that certain Amended and Restated Disposition and Development Agreement entered into between Grantor and Grantee dated December 16,1996 (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. Until July 18, 2018, the Grantee -ball not develop or use the Property other than for the development permitted and the uses specified in the applicable provisions of the Redevelopment Plan for the Project Area (or any amendments thereof approved pursuant to paragraph 11 of this Grant Deed). 4. The Property is conveyed to Grantee at a purchase price, herein called "Purchase Prier," 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 not develop, maintain, use of operate the Property other than as follows: a. Within the time provided in the DDA, Grantee shall develop the Property for residential housing, office, and retail uses as set forth in the DDA. b. Grantee shall maintain the improvements on the Property in confbtniity with the Huntington Beach Municipal Code applicable to the Property under the trims of the Attachment 7 Page 2 of 13 SFIs:O-F46AVeC AW20E r2n1% DDA, and shall keep the Property free from any accumulation of debris or waste materials. Grantee shall also maintain the required landscaping in a healthy condition. If, at any time, Grantee fails to maintain the landscaping as required above, and said condition is not corrected after expiration of thirty (30) clays 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. 5. Prior to issuance of a Certificate of Completion for the Property, or the applicable Lot thereof, the Grantee shall not place or suffer to be placed on the Property, or the applicable Lot thereof, any lien or encumbrance other than mortgages, deeds of trust, or any other form of conveyance required for financing construction of the improvements on the Property, and any other expenditures necessary and appropriate to develop the Property pursuant to the DDA, and, during such period, the Grantee shall not enter into any such conveyance for financing without prior written approval of Grantor pursuant to the tams of the DDA. No approval will be given for a conveyance of the Property to finance the construction of improvements on real property other than the Property and all off -site improvements rapaired in connection therewith. 6. Prior to issuance of a Certificate of Completion for the Property or the applicable Lot thereof. I The Grantor shall have the right at its option to reenter and take possession of the Property, or the applicable Lot thereof, hereby conveyed, with all improvements thereon, and to terminate and revest in the Grantor the Property, or the applicable Lot thereon hereby conveyed to the Grantee if the Grantee (or its successors in interest) shall: i) Pail to commence the construction of the Improvements as required by paragraph 4(a) of this Grant Deed for a period of sixty (60) days after written notice thereof from the Grantor, provided that Grantee shalt not have obtained an extension or postponement to which Grantee may be entitled; or ii) Abandon or substantially suspend construction *of • the Improvements required by the DDA once commenced for a period of sixty (60) days after written notice thereof from the Grantor, provided that Grantee shall not have obtained an extension or postponement to which Grantee may be entitled; or iii) Transfer, or suffer an involuntary transfer of, the Property, or any Lot thereof, in violation of this Grant Deed or the DDA and fail to cure such violation within sixty (60) days after receipt of written notice thereof from the Grantor, provided that Grantee shall not have obtained an extension or postponement to which Grantee may be entitled; but Attachment 9 Page 3 of 13 S1'1s_•o:Sr-%AVee:Akh120E 12M96 iv) Notwithstanding the time limitations in subsection (i), (H), and (iii), so long as Grantee is proceeding with reasonable diligence to correct or cure any cause set forth in such subsections, such time limitations shall be extended for the time necessary to complete such correction or cure. b. ?he right to reenter, repossess, terminate and revert shall be subject to and be limited by and shall not defeat, render invalid, or limit: i) Any mortgage or deed of trust or other security interest permitted by the DDA; or ii) Any rights or interests provided by the DDA for the protection of the holders of such mortgages or deeds of trust or other security interests. C. In the event title to the Property or any parcel thereof is =vested in the Grantor as provided in this paragraph 6, the Grantor shall use its best efforts to resell the Property or any such parcel thereof, as soon and in such manner as the Grantor shall find feasible and consistent with the objectives of state redevelopment law and of the Redevelopment Plan to a qualified parry or parties (as determined by the Grantor) who will assume the obligation. of making or completing the Improvements or such other improvements in their stead as shall be satisfactory to the Grantor and in accordance with the uses specified in the DDA for such Property, or parcel thereof, and specified in the Redevelopment Plan. Upon such resale of the Property the proceeds thereof shall be applied: i) First, to reimburse the Grantor, on its own behalf or on behalf of the City of Huntington Beach, for all costs and expenses inairred by the Grantor, including but not limited to, salaries to personnel engaged in such action (but excluding Grantor's general overhead expense) , in connection with the recapture, management, and resale of the Property, or parcel thereof, (brit less any income derived by the Grantor from the Property, or parcel thereoC in connection with such management); all taxes, its, and water and sewer charges with respect to the Property, or parcel thereof which the Grantee has not paid, (or, in the event the Property is exempt from taxation or assessment of such charges daring the period of ownership thereof by the Grantor, an amount equal to such taxes, assessments, or charges, as determined by the County assessing official, as would have been payable if the Property were not so exempt); any payments made or necessary to be made to discharge any encumbrances or liens -existing on the Property, or parcel thereof, at the time of revesting of title thereto in the Grantor - or to discharge or prevent from attaching or being made any. subsequent encumbrances or liens due to obligations, defaults, or acts of the Grantee; -its . Attachment 7 Page 4 of 13 SFIsG:SF46Ag= Aoch12Ua 12M96 successors or transferees; any expenditures made or obligations incurred with respect to the making or completion of the Improvements on the Property or applicable parcel thereof; and any amounts otherwise owed to the Grantor by the Grantee and its successor or transferee in connection with the DDA; and ii) Second, to reimburse the Granter, its successor or transferee, up to the amount equal to the sum of. (1) the Purchase Price paid to the Grantor by the Grantee for the Property (or allocable to the part thereof) ; and (2) the costs incurred by the Grantee for the development of the Property and for the improvements existing on the Property at the time or reentry and repossession, including costs for plans, reports, studies and other like matters; and (3) all funds advanced by Grantee in connection with acquisition of the 'Third Party Parcels or clearance, environmental testing and remediation of the Site; less (4) any net gains or income widhdrawn or made by the Grantee from the Property or the improvements thereon. iii) Any balance remaining after such reimbursements shall be retained by the Grantor. 7. The Grantee agrees for itself and any successor in interest not to discriminate upon the basis of race, color, creed or national origin in the sale, lease, or rental or in the use or occupancy of the Property hereby conveyed or any part thereof, Grantee covenants by and for itself, its successors, and assigns, and all persons claiming under or through them that there shall be no discrimination against or segregation oL any person or group of persons on account of race, color, creed, national origin or ancestry in the We, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Property, nor shall the Grantee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sub -tenants, sublessees, or vendees in the Property. The foregoing covenants shall nm with the land. S. Prior to the issuance of the Certificate of Completion of the Property (as defined in the DDA), the Grantee shall make no appeal or challenge of an assessment of the fair market value of the Property for property tax purposes that would result in reducing the assessed value below Two Miiliori One Hundred Fifty Nine Thousand Dollars ($2,159,000.00). 9. Upon the issuance of the Certificate of Completion for the Property pursuar►t to the DDA and for the following seven (7) years, the Grantee and its successors and assigns shall make no appeal or challenge of an assessment of the fair market value of the "Comrrierciai Lots" (as defined in the DDA) for property tax purposes that would result in reducing the assessed value below Seven Million Five Hundred Thousand Dollars ($7,500,000.00), as aggregated across the Commercial Lots. The foregoing shall not prevent a reassessment below Seven Attachment 7 ' Page 5 of 13 SFh.-a:SF46AVm:At612% 229,96 Million Five Hundred 'Thousand Dollars ($7,500,000.00) in cases of damage or destruction of all or a portion of the Improvements on the Commercial Lots, pending reconstruction of the Improvements. The assessed value may be spread across the Commercial Lots on any basis, so long as the aggregate value is met. Except for temporary reduction in the event of damage or destruction as set forth above, should the assessed value of the Commercial Lots be reduced such that the total assessed value of the Commercial Lots is less than Five Million Dollars S5,000,000.00) as aggregated across the Commercial Lots, then the Grantee and its successors and assigns shall agree to an increase in assessed value to not less than Five Million Dollars ($5,000,000.00). The foregoing shall apply to all transfers, assignments and bankruptcy proceedings, but shall terminate in the case of a transfer due to a foreclosure or deed in lieu of foreclosure to a commercial lender unaffiliated to Graaree. Upon the transfer of all interest in the Property by Grantee or any successor to an unaffiliated entity, the transferor shall have no further liability with respect to events occurring after the date of transfer. Following the seventh (7th) anniversary of the initial issuance of the Certificate of Completion for the Property, Grantor skull, at Grantee's request, execute, acknowledge and deliver to Grantee a document, in recordable form, acknowledging the termination of the provisions of this paragraph, and that these provisions are of no further force or effect. 10. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat er 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 or the DDA; 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, trust sale or otherwise. 11. All covenants contained in this Grant Deed shall be covenants running with the land. Grantee is obligated to develop the Improvements on the Property and the covenants contained in paragraphs 5 and 6 shall terminate and shall become null and void upon recordation of a Certificate of Completion issued by Grantor for the Property, or the applicable Lot therein Every covenant against discrimination contained in paragraph 7 of this Grant Deed shall remain in effect in perpetuity. 12. All covenants without regard to technical classification or designation *shall be binding for the benefit of the Grantor, and such covenants shall run in favor of the Grantor for the entire period during which such covenants shall be in force and effect, without regard to whether the Grantor is or remains ar owner of any Iand or interest therein to which such covenants relate. Subject to the applicable cure periods as set forth in Section 501 of the DDA, the Grantor, in the event of any breach of any such covenants, shall have the right to exercise all rights and remedies and to maintain any actions at law or suits in equity or other proper proceedings to.enforce the curing of such breach. Attachment 7 Page 6 of 13 SF1s-O.SF-96A&mc:Aich1208 12112146 I I Both before and after recordation of a Certificate of Completion, both Grantor, its successors and assigns, and Grantee, and its successors and assigns, shall have the right to consent and agree to changes in, or to eliminate in whole or in part, any of the exceptions, reservations, restrictions or covenants contained in this Grant Deed without the consent of any tenant, lessee, easement holder, licensee, mortgagee, trustee, beneficiary under a deed of trust or any other person or entity having any interest less than a fee in the Property. The covenants contained in this Grant Deed, without regard to technical classification shall not benefit or be enforceable by any owner of any other real property mithin or outside the Project Area, or any person or entity having any interest in any other such realty. Any amendments to the Redevelopment Plan which change the uses or development permitted on the Property, or otherwise change any of the restrictions or controls that apply to the Property, shall require. the written consent of Grantee, or the successors and assigns of Grantee in and to all of the fee title to the Property, but any such amendment shall not require the consent of any tenant, lessee, easement holder, licensee, mortgagee, trustee, beneficiary under a deed of trust or any other person or entity having any interest less than a foe in the Property. All capitalized t = not otherwise defined in this Grant Deed shall have the meaning presmbed for that term in the DDA. Attachment 7 Page 7 of 13 Sr/rO:SF-%A =:Atch120B 129M IN WITNESS WHEREOF, the Grantor and Grantee have caused this instrument to be executed on their behalf by their respective officers hereunto duly authorized, this day of 199` THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corporate and politic By: Chairman By: Executive Director ATTEST: Secretary [Signatures Continued on Next Page] Attachment 7 Page 8 of 13 SF/s G SF-%A9=.AWh1208 12/8/% The undersigned Grantee accepts title subject to the covenants hereinabove set forth. JT DEVELOPMENT COMPANY, LLC, a California limited Iiability company By: John Tillotson By: John Tsai By: Mike Roberts Attachment 7 . Page 9 of 13 .. SF/S••0.SF-%Avm:Atch 1208 ; 12AU96 STATE OF CALIFORNIA ) )SS. COUNTY OF ORANGE ) On 1996, before me, Notary Public personally appeared known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed this instrument as the (inserttitle of the officer) of the Redevelopment Agency of the City of Huntington Beach and acknowledged to me that the Redevelopment Agency of the City of Huntington Beach executed it. Signature of Notary Public STATE OF CALIFORNIA ) )Ss. COUNTY OF ORANGE ) On this day of ' ,199 before me, the undersigned, a Notary Public in and for said State, personally appeared (mown to me (or proved to me on the basis of satisfactory evidence) to be the person who executed this instrument as the (insert title of the officer) of the Redevelopment Agency of the City of Huntington Beach and acknowledged to me that the Redevelopment Agency of the City of Huntington Beach executed it. Signature of Notary Public Attachment 7 Page 10 of 13 SRs a:sF-%AV=:AWb1208 12 T96 STATE OF CALIFORNIA ) ` )Ss. COUNTY OF ORANGE ) On , before me, the undersigned, a Notary Public in and for said State, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the person who executed the within instrument as the member of the limited liability company that executed the within instrument, and acknowledged to me that such limited liability company executed the same. WITNESS my hand and official seal. Signature of Notary Public STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On _ , Wort me, the"undersigned, a Notary Public in and for said State, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the person who executed the within instrument as the member of the limited liability company that executed the within instrument, and ackmowledged to me that such limited liability company executed the same. ' WITNESS my hand and official seal. Signature of Notary Public Attachment T Page 11 of 13 SFh.-0:SF46Arft:Atch 1208 12AU96 STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE } On , before me, the undersigned, a Notary Public in and for said State, personally appeared personally known to me or proved to me on the basis of satisfactory evidence to be the person who executed the within instrument as the member of the limited liability company that executed the within instrument, and acknowledged to me that such limited Iiability company executed the same. WITNESS my hand and official seal. Signature of Notary Public Attachment 7 ' Page 12 of 13 SF1:.-G-:SFA6Ag=Atdh1208 122"dl'46 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY Attachment Page 13 of 13 SFIs-0;SF-95Agee J1tch 1208 12M1'96 SF/c.-O: S rh6Av%wAoch = A sdumM E l2tM ATTACHMENT NO.8 (1) PROPOSED GROUND WATER WELL INSTALLATION WORK PLAN FOR THE CITY OF HUNTINGTON BEACF_, REDEVELOPMENT AGENCY SITE LOCATED AT: NORTHWEST CORNER MAIN AND OLIVE STREETS HUNTINGTON BEACH, CALIFORNIA 92648 ' - PREPARED FOR: CITY OF HUNTINGTON BEACH REDEVELOPMENT AGENCY 2000 HUN STF= • HUNTINGTON BEACH, CALIFORNIA 92648 FOR SUBMITTAL TO: CALIFORNIA REGIONAL WATER QIIALITY CONTROL BOARD SANTA ANA REGION 2010 IOWA AVENUE, SUITE 100 RIVERSIDE, CALIFORNIA 92507-2409 PREPARED BY: GEOREMEDIATION, INC. 3002 DOW AVENUE, SUITE 414 TUSTIN, CA=FORNIA 92680 ,7ANUARY 12, 1996 • ' January 12, 1996 Log: 95-257 City of Huntington Beach Redevelopment Agency ' �000 Main Street Huntington Beach, California 9264E Attn: Mr. Stephen Kohler Sub j eet: Proposed work plan for the, installation of additional ground water monitoring wells at the site.located at Main Street, Huntington Beach, California. Gentlemen: 1.0 INTRODUCTION This report presents a Proposed Work Plan for -the continuation of site characterization activity-atthe subject site located at the northwest corner of Main and olive Streets, Huntington Beach, California -(see Figure 1, Site Location Map). This report also includes.a summary of site characterization activity completed to'date and proposes conducting an air sparge/soil vapor extraction pilot test for determining the feasibility of this method for mitigating subsurface contamination. 2.0 SUMMARY OF COMPLETED SITE CHARACTERIZATION ACTIVITY GeoRemediation, Inc. (GRI) performed a limited, subsurface soil investigation at the subject site as defined by Main Street, Fifth Street, Orange, and olive Avenues • .in 'late winter/early spring, 1990. Two former gasoline • service... rm pr 1 VAIII 44 January 12, 1996 Page 2 stations were reported to have been located on the subject site, however, no records were available detailing the location of the gasoline underground storage tanks. The purpose of the investigative activity was to determine if subsurface soil and/or ground water contamination was present at the site as a result of the former ,gasoline service station operations. On March 28, 2990, eight (8) soil borings were excavated in the perimeter planter in the northeast corner of the -site to depth ranging from 12 to 17 feet below current grade (bcg). No significant indications of scil'contamination were found during this investigation. A report titled Summary of Investigative Activities dated April 10,. 1990, was published detailing the results of this investigation. Additional subsurface soil investigative activity► was performed in March, 1991, in the southeast (identified as Area A) and the northeast (identified as Area B) corners of the subject site. Fifty soil borings were excavated'on 20 foot centers at the site; 20 borings in Area A and 30 borings in Area B (please see Figure 21 Boring Location Map). Subsurface soil contamination was found in three borings from ' Area A. No indications of soil contamination were.found,in the boring in Area B. A report titled Summary Report of L:1 u e N LEGEND • B 27 OR BORft�lG SAMPLE ANALYZED O B-30 GRI BOFttNG Q GRI WRING IN PLANTER, . MARCH.19M APPRox: SrM of FORMER w GAS STk M DG- 3-t B 3 E-5 0 0 • 0 0 S-L 8-g a-10 t � Sat t i t 818 B-Z a 6 ZI B-Z`� 8-Z5 0 o O •• 0 V11%8- 0 AREA B .-AREA A 0 o • oaz, a-w y a 4� i sAci - . s17 Sri . i O 0 Q ' . 8. Set-- E -5 l• • 0 O O • u uw t•- OUVEAVENUE Q= biary HOC. a, -�► G R BORING LOCATION MAP t♦' j Joe oN ' ftouaE: . S 1297 1 �JANUARY, M6 _ 2 Janua--y 12, 1996 Page 3 Preliminary Subsurface Investigation dated October 4. 1991, was published detailing the investigation and findings. Based on the findings of the investigations described above, GRI proposed an September 25, 1992, to install 5 ground water monitoring wells and 8 soil vapor extraction wells in the southeast corner of the site (Area A,,- the northwest corner of Main Street and Olive Avenue) to initiate remediation of contaminated soils and ground water associated with the former service station operations. A proposal and scope of work was submitted to Mr. Stephen Kohler, City of Huntington Beach, on May 3, 1993. At this time, other environmental consultants conducted supplementary investigations regarding the contamination problem at the northwest corner of Olive and Main - and submitted documents including "the following: a site assessment workplan by Economy Environmental, Inc. (7/10/92); a Phase II environmental site assessment -by Groundwater Technology (1/3/94) ; and a summary of soil and 'water investigations by McLaren/Hart Environmental Engineering Corporation (4/21/94). Economy Environmental's scope of work was limited to soil contamination within the right--of-way of an Olive Avenue widening*project. Activities performed-: by Groundwater Technology included the installation of 3 ground Janijary 12, a996 Page 4 water wells at the former service station site. Ground water was determined to be at a depth of 33 feet below the ground surface. 24W-2, which was installed near to the former ` locations of the USTs, contained the only detectable concentrations of contaminants in soil and ground water samples. A ground penetrating radar study performed by McLaren/Hart found a buried hoist and.a waste oil sump in the western portion of the former service station site. A cone penetration test of subsurface conditions, also performed by McLaren/Hart, further delineated the extent of soil and ground water contamination. Soil borings and ground water well locations from all of the investigations are shown on Figure 2A. The approximate limits of soil and ground water contamination, as defined by the data collected from the previous site characterization activity, are shown on Figure 3, Approximate Limits of contamination. 3.0 PROPOSED GROUND WATER MONITORING WELLS 3.1 Ground Water Well Installation The subsurface investigative activity conducted at the site has defined the limits of ground water and subsurface soil contamination. In order to provide for quarterly monitoring of the ground water contamination :•. plume, additional ground water wells will need to-. be installed south and east of well NW-2. This gill ensure 4 w. VjGR BORINGLOCAn0KMAPDATE: PROJECT: FIGURE: JANUARY, I M 51297 2 A. '. I CWELL I ' G R LwIITS OF CONTAMINATION T DATE: PROIEcr: F1GUit£: ' JA""Y.1996 51:97 - 3 January 12, 1996 Page 5 that there are "clean" ground water 'monitoring wells surrounding the ground water contamination plume needed to -provide ground water quality monitoring data throughout the remediation project. GPd proposes to install two offsite ground water monitoring wells, XW-4 and MW-5, at the locations shown on Figure 4, Proposed Well Location Map. Required well permits for the proposed ground water monitoring wells will be obtained from the Orange County Health care Agency prior to well installation. The proposed ground water wells will be installed in a 10-inch diameter, mechanically drilled boring using hollow stem, continuous flight augers. A C-57 licensed well driller will be subcontracted for the well installation. Ground water well borings will be drilled to a depth of -approximately 53 feet bcg, approximately 20 feet. below the soil/Water interface or to a depth where at least 5 feet of competent clay is encountered to reduce the possibility of penetrating an aquiclude: The augers will be decontaminated by steam -washing prior 'to drilling each boring to reduce the possibility of cross contamination. - L '.' 2 . 2 40' up G R PROPOSED WELL LOCATION MAP I DATE- PROJECT: PROJECT: FIGURF-` " JANUARY.2"1 $1297 51297 A January 12, 1996 Page 6 Relatively undisturbed soil samples will be collected from each baring at 5 foot intervals beginning at 5 feet bcg . using a :modified California split spoon sampler fitted. with three, 2-inch by 6-inch brass sample sleeves. Prior to each sanpling, the sampler will be decontaminated by washing with a non -phosphate Alconox soap solution, rinsing twice with tap water and a final rinse with distilled water. Rollcw stem auger and sample equipment decontamination water will be contained in labeled, 55-gallon drums pending laboratory analyses to determine proper disposal. The middle sample sleeve will be retained from each sampling interval, sealed with Teflon patches and plastic end caps at both ends, labeled, placed in a cooler with Blue Ice and transported to• a State of California certified laboratory under strict Chain -of -Custody protocol for laboratory analyses. Details of the proposed laboratory program are presented in Section-3.5.1 of this •. report. The remaining two sample rings will be used for field screening and -soil classification according to the Unified soil classification System (USCS). Field ' screening, 'consisting of observation of soil z samples for stains caused by chemical contamination and measurement • of emissions of volatile organic. compounds' with a January 12, 1996 Page 7 portable Organic Vapor Analyzer (OVA), will be recorded on field boring logs. Finalized boring logs will be included in the summary report. Well boring soil • cuttings and waste samples will be contained in labeled, 55-•gallon drums pending laboratory analyses to determine proper disposal. Following the completion of drilling and sampling, the borings will be converted to ground water monitoring wells by installing well•screen and blank casing. Four - inch I.D. by 0.020--inch slot, PVC schedule 40 well screen will be installed from the bottom of each boring to approximately 10 feet above the ecountered ground water level. The well will be completed with 4-inch I.D., PVC schedule 40 blank casing installed from the top of the well screen to ground surface. The annular spaces between -the well casing and borehole will be filled.with Monterey 13 sand from the bottom of each boring to a depth of approximately 3 feet above the screen/casing interface. A bentonite seal of at least 3 feet thick 'will be installed on top of the 'sand. The remaining annular spaces will be filled with bentonite/cement grout from top of the bentonite seal to approximately 1 toot'bcg. A traffic rated, metal well box will be installed •f.lush with the ground surface and each well Will be Titted with January 12, 1996 Page 8 a locking cap. Construction details of the proposed ground water wells are shown on Figure 5, Ground water Well Schematic. 3.2 Well Development The ground water wells will be developed immediately following installation to improve bydraullc communication between the geologic formation and. the well. Well development will consist of surge blocking the well and removing/ a minimum of three casing volumes of ground water using a 3.5-inch O.D., stainless steel bailer mounted on the drill rig. +Prior to developing each well, the bailer will be decontaminated in the'same manner as decontamination of sampler to reduce the possibility of cross contamination. The removed ground water will be contained in labeled, 55--gallon drums laboratory analyses to determine proper disposal. ' 3.3 Well Survey After wafting a minimum of 72 hours following' well installation to allow for• equilibration, the installed ground water wells will be surveyed. A surveyor's level, rod and measuring tape, along with a water and a gasoline gauging paste, - will be used to determine ground grater elevation and thickness of separate phase. hyriroearbons•: TRAFFIC RATED WELL BOX ' B£NTONTM SEAL 4" LD. PVC SCH 40 WELL CASMG :t :n :n M`i MM 2' B£NTONITE PLUG .i — in wi - • _ • .. �. 4" LD. X O.OZO" SLOT PVC SCS 40 WELL SCREEN ' ' • — 03 MONTEREY SAND.: ' G F: GROUND WATER WELL SCHEMATIC • • . C A �: 51297 ' JANUARY, 29% January 12, 1996 'Page 9 (free product), if it exist,, in each well. The results of the well survey will be used to confirm the direction of local ground water flog beneath the site. 3.4 Ground Water Well •Purging and Sampling Following the well survey, all ground water wells not containing free product will be purged and sampled. Ground •water Well purging will consist of removing a %xinimum of three (3) casing volumes of ground water from each well using a 3.5--inch O.D., PVC bailer. The removed well purge water will be contained in labeled 55-gallon drums in the same manner'as well development water. The bailer will be decontaminated prior to purging each ground water well using the same procedure as described earlier. The parameters of temperature, electroconductivity and pH will be measured after the removal of 0.0, 1.5, 2.0,.2.5, • and 3.0 casing volumes of ground water. . Between the removal of 2.5 and 3.0 casing volumes of ground '`rater, the temperature, electrocorductivity and 'pH will -be evaluated to determine if equilibrium has been established. Variation between these two sets of readings of less than 1.0 degree Centigrade f1.8 dogree Fahrenheit) for the temperature, lot 'for the January 12, 1996 Page 10 electroconductivity and 0.2 pH units will be considered as equilibrated. If these parameters are not 'net, an additional 0.5 casing volume of water will be removed and • the evaluation repeated. Following purging and after the wells have recharged to 80 percent or more of their static conditions, ground water samples will be collected. Ground water samples will be collected from each well using a decontaminated, 1.5 inch O.D. stainless steel bailer. Decontamination ` will be conducted in the same manner as described above prior to sampling each well. For each water well, bailed ground water wi21 be carefully filled into two (2) 40 ml glass vials so as to leave no head. space. The sample vials will then be labeled, placed in a cooler with "Slue Ice", and transported to a State of California certified laboratory under strict Chain-of-Ci ustody protocol for analysis. Details of the proposed laboratory testing program are presented in the following section. 3.5 Laboratory Testing 3.5.1 Soil Sammles • Selected soil 'samples collected from each' boring Will be analyzed for Volatile Fuel Hydrocarbons (VFH) by Cal DES Method 8015 M.. (gasoline) -and for January 12, 1996 Page 11 Volatile Aromatics, Benzene, Toluene, Ethyl -benzene and Xylenes (BTEX), by EPA Method 8020. The results of these analyses will be utilized to determine if -significant -indications of hydrocarbon contamination are present at these locations. If elevated hydrocarbon concentrations are found in the tested soil samples, additional soil borings and sampling will be required to fully document the limits of soil contamination. 3.5.2 Ground Water Samples All collected water samples will be analyzed for VFH using Cal DHS Method 8015 M (gasoline) and for BTEX using EPA Method 602. The results of these analyses will be used to determine the limits of ground water contamination at the site. If elevated hydrocarbon concentrations are found - in wells W-4 - through W-6, additional water wells and, ground water sampling will be required to fully document . the limits of ground water contamination. 3.6 Disposal of Generated Wastes ' soil boring cuttings, decontamination water, and ground water :removed during well development and well -purging will be retained in.55-gallon drums and stored at' the. - January 12, 1996 Page 12 site for a maximum of 90 days pending laboratory test results for proper disposal. After review of the soil and ground water sample analyses, the solid and liquid waste will be profiled and removed to a licensed..facility.by a •- licensed contractor for disposal or recycling. Appropriate manifest documentation will be presented in the summary report. - 4.0 PROPOSED AIR SPARGE AND VAPOR EXTRACTION WELL INSTALLATION It is GRI's opinion that the most efficient and effective method of mitigating the subsurface soil and ground water contamination will be to use air sparging/soil vapor extraction and treatment. This assessment is based on the defined limits and concentrations of the subsurface soil and ground water contamination plumes and GRI's experience With the remediation of subsurface soil and ground water petroleum hydrocarbon contamination in the doirntowa Huntington Beach . area. In order to determine the feasibility of mitigation using air sparging and soil vapor extraction,- GRI recommends that a pilot test be conducted. •An air sparge/soil 'vapor extraction pilot test will determine if this method will•be effective and provide data needed to set the treatment system design parameters. . January 12, 1996 Page 13 In order to conduct the pilot test, GRI proposes to install one dual air sparge/soil vapor extraction well and three soil vapor monitoring/extraction wells at the site. The proposed locations of these Wells are shown on Figure 4, Proposed Well Location Map. 4.1 Dual Air Sparge/Vapor Well In_.tallation . The proposed dual air sparge/vapor extraction well will be installed in a 10-inch diameter, mechanically drilled boring using hollow stem, continuous flight •augers. These wells will be installed by the same driller subcontracted for the proposed ground water well installation. The well boring will be drilled to a depth of approximately 45 feet beg, approximately 10 feet below the ground •water level in order to provide a sufficient zone of aeration below the water table. •The augers will be decontaminated by steam -washing prior to drilling the boring to reduce the possibility .of cross contamination. Due to the proximity of the boring to well MW-2, no soil samples will be collected for laboratory analyses. Soil •sample analytical data collected during the installation of Well MW--2 should be • representative of the: soils encountered• during the installation of the air sparge well. 0 January 12, 1996 Page 14 Following the completion of drilling, the boring will be converted to a dual air sparge/soil vapor extraction well. A one foot section of 1.5-inc-h I.D. by 0.020-inch • slot, PVC -schedule 40 well screen will be installed approximately one foot from the bottom of the boring. The remainder of the well will be completed with 1.5-inch I.D., PVC schedule 40 blank casing installed from the top of the well screen to ground surface. The annular space between•the air sparge well screen and the borehole will be filled with Monterey 43 sand from the bottom of the boring to a depth of approximately 3 feet above (42 feet bcg) the screen/casing interface. A bentonite seal will be installed from 42 feet bcg to 25 feet bcg. A soil vapor extraction well will be installed from 25 feet bcg to ground surface in the same borehole as' -the air sparge well. The soil vapor well will consist of 2- inch T.D. by 0.020-inch slot, PVC schedule 40 well screen installed from 25 feet bcg to 10 feet bcg. -The remainder .. of the well will consist of 2-inch I.U., PVC schedule 40 well casing from. 10 feet bcg to ground surface. The annular space between the soil vapor well casing and the borehole will be filled with Monterey 0 sand •from 25 feet bcg to 8 feet bcg. From 8 feet bcg to approximately. 1 foot bcg the annulus will be filled ' • with bentonite zanizary 12, 1996 Page 15 grout. A traffic rated, metal well box will be installed flush with the ground surface to secure each well. A schematic showing. the construction details of the proposed dual air sparge/vapor extraction well is presented as Figure 6. 4.2 Sail Vapor Well Installation GRI proposes to install three soil vapor wells for the purpose of soil vapor ronitoring and extraction. Proposed soil vapor well locations are shown on Figure 4. The proposed soil vapor wells will be installed in an -fl- inch diameter, mechanically drilled boring using hollow stem, continuous flight augers. These wells will be installed during the installation of the proposed ground water and dual air sparge/vapor extraction well. Soil vapor well borings will be drilled to a depth' of approximately 25 feet bcg. The augers - will be decontaminated by steam -washing prior to drilling •each boring to reduce the possibility of cross contamination. Relatively undisturbed soil samples will be collected from each boring at'5 foot internals beginning at 5 feet bcg using a modified California split spoon sampler.... fitted with three, 2-inch by 6-inch brass•. sample sleeves. Prior to each sampling, -the sampler Will be ; p TRAFFIC RATED WELL BOX MIlVIMM 2' BENTONITE PLUG 2" I.D. PVC SCH 40 WELL CASING h . 2" LD. X 0.0200"�S�L*OT/•�y��+� •• �— • PVC $CH 40 VEM S\. R E � #3 MONTEREY SAND MLI`T5= 2' BENIONITE PLUG s L5" LD. PVC SCH 40 WELL CASING •..• 03 MONTEREY SAND 1.5" LD. X 0.020" SLAT PVC SCH 40 WELL SCREEN. . DUAL -AIR SPARGFIVAPOR WELL SCHEMATIC' o` 51297 c �►t r: yAN UARY.1996 iscf It , Januar1 12, 1996 page 16 decontaminated by washing with a, non phosphate Alconox soap solution, rinsing twice With tap water and a final rinse with distilled water. Hollow•stem auger and sample • equipment decontamination •water will *be contained in labeled,. 55--gallon drums pending laboratory analyses to determine proper disposal. The middle sample sleeve will be retained from each sampling interval, sealed with Teflon patches and plastic ' end caps at both ends, labeled, placed in a cooler with Blue Ice and transported to a State of California certified laboratory under strict Chain--of-Custody protocol for laboratory analyses. Selected soil samples will be analyzed at a State of California certified laboratory in order to supplement data collected during previous investigations and to verify.the wells location in the soil contamination plume. Details of the proposed laboratory program were presented earlier in Section 3.5.1 of this report. The remaining two sample rings will be used for field.screening and soil classification according to the Unified -Soil Classification System (USCS). Field "screening, consisting of observation of soil samples for stains caused by chemical contamination and measurement of emissions of volatile • organic compounds with a portable Organic Vapor Analyzer (OVA), Januat-I 12, 1996 Page 17 Will be recorded on field boring logs. Finalized boring logs will be included in the summary report. Well boring soil cuttings and waste samples will be contained •• in labeled, 55-gallon drums pending laboratory analyses to determine proper disposal. Following the completion of drilling and sampling, the borings will be converted to soil vapor wells. The soil vapor wells will consist Two-inch I.D. by 0.020--inch slot, PVC schedule 40 well screen which gill be installed from the bottom of each boring to 10 feet bcg. The remainder of the well will be completed with 2--inch I.D., PVC schedule 40 blank casing installed from the top of • the well screen to ground surface.. The annular space between the well screen and borehole will be filled with Monterey ¢3 sand from the bottom of each boring to a depth of approximately 2 feet above the screen%casing interface. A bentanite seal will be installed from 8 feet bcg to approximately 2 feet bcg. The well heads will be completed with steel, traffic rated well* -boxes and well caps. A schematic showing the construction details of the propsed soil vapor Wells is presented as Figure 7. TRAFFIC RATED WELL BOX BENTONM SEAL 00 2" LD. PVC SCH 40 WELL CASLNG MRMCUM 2' BENToN m PLUG • r n •• • •. _ • • #3 MONTEREY SAND • • M •— ••' 2" LD. X 0.020" SLOT ' PVC SCH 40 WELL SCREEN • rr G R VAPOR WELL SOMATIC 1 g No.: rjac�R 51297. a A j s' J.ANUARY,1"6 • • �7' - . January 12, 1996 Page 18 5.0 PROPOSED AIR SPARGE R EXTR.ACTION PILOT TEST In order to verify the feasibility of utilizing air sparging and soil vapor extraction to mitigate the subsurface soil and ground water contamination, GRI recommends that a pilot test will be conducted. Data collected during the pilot test will also determine the treatment system design parameters needed to install the most effective and eff�cieat treatment system at the site. 5.1 Soil Vapor Extraction Pilot Testipj Procedure GRI will obtain a portable soil vapor extraction/internal combustion treatment system for use during the pilot study. GRI will ensure that the selected treatment system is properly permitted with the South Coast Air - Quality Management District (SCAQMD). One soil vapor well will be selected for. extraction testing and the remaining vapor wells will be used. for monitoring. The test well will be plumbed via flexible piping and connected to the vapor extraction unit". • The surrounding monitoring wells will be plumbed with -.a fitting enabling the connection of a Dwyer Minihelic '• Differential Pressure Gauge (Minihelic). This will be ' used to detect any influenced vacuum caused by the 'test well. A water U-Tube manometer will be'used to •measure January 12, 1995 Page 19 influenced vacuum beyond the range of the minihelic gauge. . A Gastech portable organic Vapor Analyzer (OVA) will 'be used to measure the influent soil vapor Volatile Organic Compound JVOC)concentration and SVE system effluent VOC concentration. The SVE system will be starlted-and tested to ensure proper operation. After connection of the test well to the SVE system and installation of the guages on the monitoring wells is completed, the SW system will be started and the test will begin. Each vapor well will- be tested individually using the following procedure: - Start SVE system and gradually apply vacuum to the test well until an equilibrium is reached; - operate SVE system for two (2) hours and monitor the following parameters every fifteen (15) minutes: o Influent soil vapor Volatile Organic Compound (VOC) concentration, o SVE system effluent VOC concentration, o Soil vapor extraction flow rate, o' Test well vacuum, o Monitoring well vacuum, o SVE system process pressure, o SVE system process temperature, - Collect influent soil vapor sample after two: (2)•: hours; - Repeat test at next yapor.well. January 12 , • 199 6 Page 20 During the testing' procedure; preliminary data analysis will be performed in the following manner: o If consistent or increasing influent VOC concentrations are measured with the OVA, the SVE • system will be said to be extracting contaminated soil vapor; and . o If a reduced vapor pressure is recorded at a. monitoring location, that well will be considered to be within the radius of influence of the well under test. Further data evaluation will be performed after all field data is collected to allow the graphic representation of the estimated radius of influence for each well. If neither of the above conditions is net within one (1) hour, the test will be discontinued and the procedure will be repeated on the next well. Xf none of the vapor wells respond within one hour, the original test well will be reconnected and the test period will be extended to five (5) hours. If no response in influent VOc concentration is noticed in the vapor wells after the conducting the extended'test, other remediation.options Will 'bh explored including * excavation and. ' risk assessment. 5.2 Air Sparse Pilot -Test Procedure After the completion of the soil vapor extraction -pilot':- test, GRI `rill conduct the air sparge pilot test. During - the air sparge pilot test, 'GRI will %monitor. the January 12, 1996 Pace 21 soil vapor wells and ground water wells surrounding the air sparge/vapor extraction test well to determine :the radius of influence of .the: air sparge well. This monitoring will also be used to -determine if air sparging will result in undesired movement of the contamination plume. The four main parameters that will be recorded in - the surrounding air sparge and ground water monitoring wells are dissolved oxygen content, well head Volatile Organic Compound (VOC) concentration, well head vapor pressure, and ground water elevation. The testing procedure will be as follows: -- Start soil vapor extraction system and apply a vacuum to the vapor extraction well for thirty (30 ) minutes to establish a baseline for influent volatile organic Compound (VOCs); -- Measure dissolved oxygen content in. the selected air sparge well and the surrounding air sparge and ground water wells; -- Measure ground water elevation in the surrounding air -sparge and ground water wells; Start air sparge system after baseline VOC reading is -.• collected and gradually apply compressed air to- the selected air sparge well until equilibrium is reached; Run -air sparge•test for three hours and monitor the following parameters every fifteen (15) minutes:. - o Soil vapor extraction well vacuum, o Soil vapor extraction flow rate, v Air sparge flow rate, o Air sparge pressure, January 12, 1996 Page 22 o Air sparge temperature, • o Soil vapor extraction system influent VOC concentration, o VOC concentration in idle air sparge/vapor • extraction wells and surrounding ground water - wells, o Dissolved oxygen concentration in idle air sparge wells and surrounding ground water wells, o Vapor •pressure in idle air sparge/vapor extraction wells and surrounding water wells. Repeat test at next air sparge well. A minimum of 72 hours after the test is completed, -the air sparge well will be. retested at a different air supply pressure. Data collected from the pilot test will be used to determine the overall effectiveness of air sparging in removing hydzocaxbon contamination from the ground water and to determine the radius of influence- of the air sparge.wells. The radius of influence of the air sparge wells will be determined based on the increase in dissolved oxygen concentration and increased vapor .. pressure in the surrounding ground water wells monitored during the test. 6.0 REPORT PREPARATION - Following completion of the proposed activities described in this Proposed Work Plan,• GRI will prepare and submit a a.nuary 12, 1996 Page 23 summary report. This report will include a summary of all laboratory data, pilot testing data, and recommendations for the next phase of environmental activity at the subject site. Eased on the results of the air sparge/soil vapor extraction pilot study, a Proposed Remedial Action Plan will be prepared and submitted as a portion'of the recommendations section of the summary report. 7.0 LIMITATIONS This reportwas prepared using a degree of care and skill ordinarily exercised, under similar circumstances, - by reputable Soil Engineers, Geologists, and Environmental scientists practicing in this or similar• localities. No other warranty, expressed or implied, is aade as to the conclusions and professional advice included in this report. The opportunity to be of service is appreciated. If *you have any questions, please call Andrew Zikeli at 714-573-0435. Very truly yours, GeoRemedi on; In ary T. rlin Senior Environmental Geologist R. E. A. 3403 ,c/�1 XWa.lCi Project Environmental Chemist R. E. A. 3404 v I�:a J/ W r . ames R; Col * o� Senior EngineerCW R. C. E. Andrew Z e11 Staff Engineer :229 m ATTACIIMENT NO.9 RECORDING REQUESTED BY: ) AND WHEN RECORDED MAIL TO: } } } (Space above for Recorder's Use) This document is exempt from the payment of a according fez pursuant to Government Code Section 6103. THE REDEVELOPMENT AGENCY OF THE CITY OF HUNUNGTON BEACH By: Its: Dated:_ ,19 A. On or about , the Redevelopment Agency of the City of Huntington Beach, a public body, corporate and politic, hereinafter referred to as "Agency," entered into an Amended and Restated Disposition and Development Agreement (the "Agreement") with ]T Development Company, LLC, a California limited liability company (the "Developer"), which Agreement provides for the acquisition, disposition, and development of . . certain real property (the "Site") situated in the City of Huntington Beach, California, and more Attachment 9 Page 1 of 6 SF1r05F4f,A =:Ard,12Qd Attaduncat 9 12AV96 particularly described on Exhibit "A" attached hereto znd made a part hereof by this reference. As required in the Agreement and as referenced in the Grant Deed, the Agency shall furnish the 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 County. B. The Agency has conclusively determined that the construction on the Site described hercinabove required by the Agreement and the Grant Deed (the "Construction") has been satisfactorily completed. NOW, THEREFORE, the parties hereto certify as follows: I. As provided in the Agreement, the Agency does hereby certify that the Construction has been fully and satisfactorily performed and completed in compliance with the Agreement and the Grant Deed 2. The conditions upon Developer acd all obligations of Developer under the Agreement are discharged, except as set forth in the Agreement. 3. Nothing contained in this instrument shall modify in any other way any other provisions of the Grant Deed executed and recorded pursuant to the Agreement. 4. After recordation of this Certificate of Completion, any person or entity then owning or thereafter purchasing, leasing, or otherwise w4uiring any interest in the Property will not (because of such ownership, purcluase, lease, or acquisition) incur any obligation or li ility under the Agreement, except that such patty shall be bound by any and all of the covenants, conditions, and restrictions of the Grant Deed or the Agreement which expressly survive such recordation. 5. This Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of a mortgage, or any insurer of a mortgage securing money loaned to finance the improvements to the Property, nor any part thereof. This Certificate of Completion is not a notice of completion referred to in Section 3093 of the California Civil C. 6. The Recitals above are incorporated in full as part of the substantive text of this Certificate of Completion. Attachment 9 ' Page 2 of 6 ' SFfs..-Cr3F46A&w:AWh [ 20E AnbIMWt9 . IN WITNESS WHEREOF, the Agency has executed this certificate this day of 19 THE REDEVELOPMENT AGENCY OF THE CITY OF HUNITNGTON BEACH By: Executive Director ATTEST: Semetary Developer hereby consents to the recording of this Certificate of Completion JT DEVELOPMENT COMPANY, LLC, a California limited liability company By: John Tillotson By: John Tsai By: Mike Roberts Attachment 9 Page 3 of 6 $F/s-&M46A9rwAtchT"8 Attwhment 9 12A96 STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On this day of , 199__, before me, the tmdersigned, a Notary Public in and for said State, appeared personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed this instrument as the Executive Director of the Redevelopment Agency of the City of Huntington Beach and acknowledged to me that the Redevelopment Agency of the City of Huntington Beach executed it. I NotaryPublic (SEAL) STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On before me, the'undersigned, a Notary Public in and for said State, personally appeared • personally lmown to me or proved to me on the basis of satisfactory evidence to be the person vvbo executed the within instrument as the member of the limited liability company that executed the within instrument, and aclmowledge_ d to me that such limited liability company executed the same. WITNESS my hand and official seal. Signature of Notary Public Attachment 9 Page 4 of 6. SF/s.G:SF46Av=AWh 120d 121M STATE OF CALIFORNIA ) ) ss. , COUNTY OF ORANGE ) On . _ _ _ , before me, the undersigned, a Notary Public in and for said State, personally appeared personally known to me or proved to me on the basis of satisfactory evidence to be the person who executed the within instrument as the member of the limited liability company that executed the within instrument, and acknowledged to me that such limited liability company executed the same. WITNESS my hand and official seal_ Signature of Notary Public STATE OF CALIFORNIA ) ) Ss. COUNTY OF ORANGE ) On _ , before me, the undersigned, a Notary Public in and for said State, personally appeared personally known to me or proved to me on the basis of satisfactory evidence to be the person who executed the within instrument as the member of the limited liability company that executed the within instrument, and acknowledged to me that such limited liability company executed the same. WITNESS my hand and official seal. . Signature of Notary Public ' Attachment 9 Page S of 6 5F1z4.SFA6Ate AUfi1206 AUschmem 9 12IM6 EXHIBIT r r•. • :•� Attachment 9 Page 6 of 6. SF"SF46AgoeAtchl2AR Atuchmem 9 12IL 96 ATTACHMENT NO. 10 SF1�-CrSF4"gsec.DA-120E ArAchnwM 10 12W6 ORAITGE COAST TTTTILE COMPANY 640 Nor`-Uh Tustin Avem-me, Santa Ana, California 92705 (714) 55S-2836 ITE OMS DEZIEM 2800 is Fayette Ave. • Newport Beach, Ca 92663 Orate: pit 5, 2991 Atte+nUcn: Jetm Newc=b Yvut No. Queer No. 163013-5 Dated as of July 31, 1991 at 7:30 A.M. In tes-=we. to the above refe-errd application fzr a policy of title insurance, Araxxje Coast-* Title C=mny be-eby reports that it is prepared to issue, or tatise to be issued, as of the date hereof, a Policy or Policies of Title Irwmmr :e describing the lard ami tre estate or interest therein hereinafter set forth, =surin4 a(ainst Icss ut ch may be serairum; by reasm of any defect, lien cr e3samfzznce not &hcwm or ref ex -red to as an Excep`im below or riot excluded f= =verage pgusmnt to the primed Sc'�ec-ules, C m :bons are, Sr__pu atiens of said policy forms. , T`ae printed Exceptions and Exclusions frm the ccve--dge of said Policy er policies are set forth in Schedule 1 and Sdwdule 1 (amdxr:d) attached. Copies of 'tbA Policy far- should be read. Zhey are available from the office which is -sued this report. Ztjs rip= (and any supplerents or Eme*ximexrts h-reto) is issued solely for the pLmpose of facilitating the issuance of a policy of title insurance and rya liabiLty is assmDed hereby. If it is desired that liability be aaQ)ed prior to t'e- issuance of a policy of title insurance, a Binder or C==itment should be , 40 ,.=.a JAODffiFN . Title Officer "L ie fo~a of policy of title insurance contemplated by this report is: A C1ta Stardard Owe_ -age - 1990, Owner's Policy. Mie estate or interest in the land hereinafter des=ibed or referred to c overd . ' ?rr this Report is : A Fee. , Title to said estate or inter at the rate hereof is vested in: - S- MC-= "A" Zttached. O-riew No. 158o13-5 I3K4a. : JAMS E. IMUM and TWX FOUM, htmbard and wife as joint te-nartts, as to a.Z mlivid d cne- ?-If � and IAUM M. GTARANO, a rar-ried aan as his sole and se`:zrate Piv. — y, as to an undivided cne-im f inter-vS, as tints in c=mm as to Par=ls I & II. MY OF YC1fiI'A17rW BEAM, a Mmicipal C=perat :cam, as to Parcels III, V, VI, VII, IX, X, XZ, XII, XIII, hvirnrim BEAM IEMP.MM PCM Y, a Public body corporate and politic, as to Parcel IV. C.xder 130. 168013-5 the land refe3 t0 in this PZart is sits:ated in t'>e State of C�lifor:�ia, C:D r . of Crange and is des=ibed as follows: I� I: Intl 1 and 3 in Block 304 of P=.t-irjgtcn Beach, in the City of Mintingtan Beach, is pe= map wed in Bock 3, page 36, of'Miscellawmaus Maps, in the office of the C-vrty Tzc=der of said County. EX= MMZEFI� all oil, gas, ID i noe a 1 s and otter hydrocwt= substances lying relcW a depth of 500 feet without any right to enter upon the surface or the cuts Urface of said lard above a depth of Sao feet, as prcrrided in ' of Fzrcvl a: hots 2, 4, 6 and 8 in BImk 304 of Hz tington Beach Tract in tim City of I:�tcn Beach, as shr-wn cn a map recorded in Book 3, Page 36, of MisceLlarAx= Nqz, in the office of tame Crony Fecorder of said Comity. Except the Northuesterly 10 feet of said lots as =ejmrjed by the City. of k:untirx;tm Bead by final recorded December 3, 1923, in Hook 500, Page 278 cf Dom, rewrds of said orzsx-e county. EX. = TMM-MM all oil,. 4ps, minerals and other 1rjt3xo=t= suss -tan xs lying below a depth of 500 feet without any right to enter upon the surface or the subsurface cf said lard above a death of 500 feet, as prrvided in instn=entz of record. Farrel III: Lot 5 and the Sout.`-zw = y 8 indves of LCt 7, Elock 304 of the Hmtirrtcn Beach 7rac., in the City of Rmitirritan Beach, as per map therwf r+eoarded in Bock 3, . Fage 36 of Misoellarg== Maps, records of Orange Comfy, C.`alifarnia. ECCBPITCNS C:NMU M—PPCZ 2 Order No. 168013-5 ECM TEEPM701 all oil, gas, =ne_•als and other hydro=xtcn =A=tancces lying below a death of 500 feet without any right to enter anal the surface or the subsurface of said lad above a •dep h of 500 feet, as provided in of record. . Parcel IV: i of 7 in Block 304 of Beach, in the City of F=tington Beach, as per trap recorded in Book 3, Page 36 of Miscel l anw,s ? a , records of Orange sty, California. E=eptirg the ay 8 inches. EM= M=R31 all oil, gas, mbyxa s and other lyitr, below a depth of 500 feat without any right to pates twat the surface or the subsurface of said lad above a depth of 500 feet, as provided in Jjztruments of record. Parml C: v Lot 9 in Block 304 of R=tJxqtcn Beach, in the City of Fluitington Beach, as per tan rec=r eid in Book 3, Page 36 of Mis.=ejy rrx=m Facs, rec=Ls of Orarr.,-e Dotuity, California. na=r= MMEM34 all oil, qw, minerals and other hydrocarbon lying below a depth of 500 feet without any right to p� t�l the ==face or the subaaface of -said land above a deotli of 500 feet, as provided. in instruments of rec=d. Parcel VI: Lot 10 in Block 304 of the Bmtingtm Beach Tract, in the City of Pea.+ , as per map recorded in Hook 3, Page 36, of MizceMone =xs Maps, in the off-Loe cf the acuity PAK=rder of said County. f=apt the Northuvste~ly 20 feet of said Lot as ccndemed by the City of ih tbjgton Beach by final decree recorded December 1, 1923, in Book 500 Page 278 of Deed - reords of said Orange County. =:—or mffi�1 all oil, gas, mir=a s and other n e1bstaTM� lying' below a depth of 5W feet without arty right to entw q= the staiaaa or the submnface of said land above a depth of 500 feet, as provided in illstrtn�rs!-a of re z d. Parcel VIP: Logo n and 13 in Block 304. of Beach", in the City •of Hmtirxjtm Beach, as per man recorded in Book 31 Page 36 of smllArmm Maps,. rec=d3 of O=, a Cwnty, California. • ' Order No. ?68013-5 DCc=— THEREEPM all oil, yes, minerals and other hydxccaxbcn s•,lbstances lying be ow z depth of SW feet without any right to enter Vrm the surface cr the suks-urface of said land il=e a depth of Soo feet, as provided in instr meats of re%�or3. Parcel V=: lc+'s 12 and 14 in Block 304 of P.un',sngton Beau Tract, in the Cit.1 of Bei_Ch, 2s per =P re=-ded in Hook 3, page 36, of Fiscellamo s Mans, in the office of the C=rLy pacord �r of said c= ty. Lampt tm Nordi4esterly 10 feet of said Lots as • c=xImed by the City of FM*A gton Beach by final de=ees reed Deomber 1, 1923, Bock 500 Page 278 of De x!s, records of said orange Monty. EM= all oil, 'gas, minerals and other by .'�+on substances lying belcw a depth of 500 feet with== any right to em-par u pm th@ surface or the szfsurface of said land above a depth of 500 feet, as pr=4&d in instruments of re=rd. P-..:cel IC: fats 16 & 18 in Block 304 of Bmtirrton Beach, in the City of FAX-&;�nrtcn Beach , as per rap recorded in Book 3, Page 36 of Miseellaneous Maps, recoxds of Orarnge ODAnty, California. Exmpt the NartIrwvstPx1y 10 feet of said Iats as c=xkmed by the City of Harjtf ,= Beach by final deczees recorded De�r 1, 1923, Hook 500 Page 278 .of Dees, re=- s Of said orange Chanty. EX= Ti MUMM all oillying below a, depth of 500 feet without. any right to ente± tVm the surface or -the su-_-,urface of said lard above a depth of 500 feet, as provided in i rmtx�s 'of reed. - Parcel x: Lots 15 & 17 in Block 304 of Humtingtm Beach, %i the City of MMtirxjtM Beau, ' as shom on a. map thereof rued in Hook 3, Page 36, of YJ_%ce 1 anecUS Maps, . re==d of said Orange County. EX= M=R M all oil, zj2s, minezals and other sc+syarrp lying' • ' :. ' - below a depth of 500 feet without any right to enter upon the mmfaoe or the subsurface of said land above a depth of 500 feet, as prOrlded in irx5trLuients of record. Parcel XI: Lcts 19, 21, 23, 25 and 27 in Block 304 Hantington Bch, in try .atY of - Bintington Beach, as ax�wn on a rap thp_*-eef reed in Book 3, Page 36, of Miscellaneous Mars, in the office of the County p er-- of said County. E{ I'ICNS = irINUED... PACE 4 Crder No. 163013-5 EXCEPT "ROM all oil, gas, minerals and other hydrocarbon substances lying below a depth of 500 feet without any right to enter upon the surface or the subsurface of said land above a depth of 500 feet, as provided in irmtruments of record. Parcel XII: Lots 20, 22, 24, 26 1n Block 304 F.untsncjtcn Beach, In the City of aunt rrton Beach, as shown on a map recorded 1n Book 3, Page 36, of Misicellaneous Maps, records of Orange County, California. Except the Nor`�s`.,erly 10 feet of said Ints as cmxkm hed by the City of Huhtington Beach by final Decree recorded Decemcer 8, 1923, in Book 500, Page 278 of Deeds, records of said Orange County. EXCEPT '?IMM�i all oil, gas, minerals and other hydrocarbon substances lying below a depth of 500 feet without any right to enter upon the— surface or the suisurtace of said land above a depth of 500 feet, as prcvided in of record. Parcel XIII: At the date hereof exceptions to coverage in addition to the Exceptions and E cclusions in said policy form wwld be as follows: Iot 28 in Block 304 of Hm*argron Beach, in the City of Huntington Beach, as per moo thereof recorded in Book 3, Page 36, of MiscellazubOUS Mars, Ards of said Orange County. Except the Northwes'...erly 10 feet of said Lots as condemned by the City of Mmtuhgton Beach by final Decrm recorded Dyer 3, 1923, in Book 500, Page 278 of Deeds, records of said Orange County. EXCEPT 'ITIEREFFM all oil, gas, mine-rals and other hydrocarbon substances lying below a depth of 500 feet without any right to enter upon the surface or the s.:bsurface of said land above a depth of 500 feet, as provided in r of record. A. General and Special Taxes for the fiscal year 1991-1992. A lien not yet payable. B. Tne following taxes have all been paid and are reported for proration purposes only. General and Special Taxes for the fiscal year 1990-1991. Total Amount $2,409.84, First Installment $1,204.92, Second Ialln,P*,t- ` $1, 204.92. Code Area 04-035, Assessors Parcel No. 024-143-12. EXEnl p-i Cn none. M E'Ct_.. UMNS CCN7j7M- ... EA-C 5 Cite-" P;o. 168013-5 C. The folladrq taxes nave all ber_n paid 2rd are resorted for proration pirposfs only. General and Special Taxes for the fisc:al year 1990•-1991. Total A== $3, 874.74, First $2, 937.37, Second Irs�,.allmerrr $2,937.37.• Coe Area 04-035, Pars Peel No. 024-143-17. Zx=prticn Ncre. D. zhe follows nq taxes have all beerl paid zmd are xt:;orted for p=ation purposes ally. General and Special Taxes for the fiscal year 1990-1991. Total Amount $60.30, First M-stallment $30.15, Secoal Installmexrt $30.15. Ccde Area 04-035, Assessors Parcel No. 024--143-n. E=Vticn Nave. E. The folladirg "taxes have all been paid and am reported for proration PUXT=es only. Gene- l and Special Taxes for the fiscal. year 1990-I.991. Total. Am=7t $120.24, First Mwta11mp..r $60.12, Secad ?.tWttL�:t< $120.24. Code Area 04-035, Assessors Parcel No. 024-143-10. Ex=ption Nate. F. The folly iM taxes have all been paid and are reported for proration purposes only. Gaul and Special Taxes for the fiscal year 1990-1991. Total. amount $101.08, First 1=6tallment $50.54, Berard $50.S4.. Code Area 04-035', Assessors Parcel No. 024-143-19. Exerption Nome. G. The follcwi.ng taxes have all bee.*n paid and are reported for proraticn p=p=es may- Ge.�r21 and Special Taxes for the fiscal year 1990-1991. Total Ismcmt $.SO, Firs` Ins.allsaerit $.45, : ec;wx3 $.45. Crde Area 04-035, Assessors Parcel No. 024-143-08. Exer+ption Nola. F. The follcwir-q taxes have all been paid and are reed for proration purposes only. Gene-ral and Special Taxes for the fiscal year 1990-1991. Total Amount 51,899.78, First $949.89, .Second ,. $949.89. Code Area 04-035, Assessors Parcel No. 024-•143-:-20. Exemptien Norse. I. The folla4uq 'taxes have all been paid and are reported for proration purposes only. Gene_* -al and Special Taxes for the fiscal year 1990--1991. . . T:7tal Amamt $.00, 'First $.00, Surd Instal t $.00. Code • Area 04-035, Assessors Parcel No. 024-143-24. motion None. ' J. The falloawq taxes have all been paid and are reported for proration" purposes only. General and Special Taxes for the fiscal year 1990-1991. Total A=mt $.000 First 5.00, Secxd Ins-ta1lmP.rtt• $.00. Code • Area 04-035, Assessors Parcel No. 024-143-04. Eaeirticn None. 1G The falladinq taxes have all been paid and are reported for p= t" purposes only. General and Special Taxes for the fiscal year 1990-1991.. Total Amount Amount $.00, First $.001 Sac d , $.00: Coda Area 04-035, Assessors Parcel No. 024 143 23. Ew=ption Mm. . L. The followiM taxes have all been paid and are reported for • ptruatim.. •• ' purposes only. General and Special Taxes for -the fiscal year 1990 -L"I. • . Total Ammmt $.00, First Installment $.00, Second :.UG. Ccee ' Area 04-035, Assessors Parcel No. 024-143-25. Exemption None. ' Orr-3er No. 16a013_5 M. The follcddng taxes have all bee- paid and are reported for proration p�--►s only. GwAr l and Special Taxes for the fiscal year 1990-1991. Total Amount $.00, Fi•-,,�—, Ins-`.allme�t 5.00, Sexed Irs`al m nt_- $.00. Code Area 04-035, Assessors parcel No. 024-143-01. Exenpticn Ncne. N. Mie following taxes have all been :paid zsd are reported for Mraticn Pc es only. Gene-• al and Special Taxes for tba_ fiscal year 1990-3-99I. Tbtal AmOurit $104.40, First $52.20, Sec zmd $52.20. Cxe Area 04-035, Assessors Parcel No. 024-143-09. E=mptifon None. o. Z:w liem of stwplemmTtal taxes, if any, assessed pursuant to the prrrvisicas of Section 75, et sec. of the Revue and Taxation of the State of California. I. A amity oil and cas lease affecting this and other property executed by the owner of said land and by others as owners of ether land in the c==Lmity aYea, for the tee and tman the terms, c:.venants . a -xi prcvisicns therein provided, recorded Jammry 5, 1985, in Boa% 2915, Page 187, of Official Reord Dated: DXM]ber 11, 1954. Tara: 20 yeas F 3r, date herrecf and for so long thereafter as eil and cos are produce : in paying quantities. Lessor: Ray & Irma Overacker. I,P_-see: Tea.==Ttinental oil co. %., a ['al if. Corp. Said lease affects that portion of said land lying below a death of 500 feet f--= the surface thpmzvof with direct cr i=lied right of e-A y ca the surface Vheareof. The present awnP_shin of said leasehold Zed ether matters .affecttin3 the interest of the lessee are not sho m herein. Affects Lots 2, 4, 6, 8 10 and 12. 2. A cmau pity oil and gas lease affecting the and other property executed by the owner of said land and by others as owners of ether land in the ' c=anity area, for the term and upon the terms, c cvenants and provisions the -rain provided, recorded January 21, 1955, in Book 3.931, page 512, of Official Pecords. Dated: September 28, 1954. Term: 20 years fran date hereof and for so lcmg'tbereatter as- . oil and gas are prc&xxd in paYirx4 • Lessor: t. I.. & Mary Clemons. Lessee: Baloil Oorpactation, M-C. Said lease affects that portion of said lard lying below a -de pth'of 580 feet fray the surface tbereof with direct or implied right of 'entry cn the surface thereof. - . E:-'= = C=TrJGAIT(=... P_= 7 ' Oi-c-le= No. 16CN13-5 V.e p--ese-r t c wrie -shin of said leasehold a-xd other ratte*s affectuxj the interest of the lessee are rx3t shown herein. • Affects 7zts 1 and 3. 3. A entity oil and gas lease affecting this s and other prcpe_' ty exeoutad by the owner of said land and by others as cc-rnemrs of other land in the c===ty area, for t1.e te*= and upon the terms, czvenants and prrvisicrs the -min prrvided, re=rded Febr� 25, 1555, in Hook 2974, Page 169, of Official Records. Dated: January 15, 1955. T=: 2 years frcm date hereo. and for so long as oil and gas are pro&x d in paying quantities. 1ASSW: Clan Cora Cbok. ` lessee: ClL-relan3 Petrole= Camp_-�, a c=peration. said lease affects that portion of said lard lying below a depth of 500 feet f cm the surfaoe thereof with direct or i=lied right of entry an the s=face the-- of. =:e present owners`up of said leasehold and other matters affecting the intervt of the lessee are net shown he_ rein. Affects Lots 14, 16, 18, 20 and 22. 4. A deed of t=t to serum an of $375, 000. 00, and any other its payable under the terms thereof, recorded . Larch 31, 1987, . as L-m—=ent No. 87-172309, of official Pa=rds. Bated: March 12, 1987. ' Tn=tor: James E. Koller and Joan idler, herd and wife 'as joint tenants, as to an urriivided one-half interest and Laura - M. Guatanc, a married man as his sole and separate property, as to an undivided one half interest, as tenants in c. m Trustee: American securities c=parzy, a corporation. - 8eneficiary: Wells Fait o Bank, N. A. , a National Banldn g A - Atio 1. A-i assigrmerlt of the lessor's interest urxlo�-_ the lease refe ed to given as additiormi security for ttbn paymm of the sec=ed .by the deed el trust above mmsttimed, rec=ded March 31, 1987, as Ins= ment • No. 87-• 172310 of official Rec=ds. . Executed by: Jaws E. Feller and Joan Naller, husband and ' Wife • as joitrt tenants, as to an undivided cne-ball interst and ' lm= M. GZuarano, a married man as his sole and separate -PrcPa ty, as • to an undivided one half interest, as tenants inZ. . rn favor of: Wells Fazge Bank, National MSCCiaticn. Affects Lots 1, 2, 3, 4, 6 & S. EC�`�'ICNM CCN'1n=... P.;CE 2 Crder ro. 152013-5 0 5. A dead of tus t to secure an indebtedness of $75, 000.00, and any other amoatts payable under the terns thereof, recorded Maw 15, 1977, as lnst-- "+A*rt No. 19736, in Bock 12104, Page 710, of Official P =ads. Later: Nardi 7, 1977. Zrustor: John C. Killer :add Asti -id T. Miller, hmhand and wife, peggy Anil Cate, an *tied wanan, and Micty-el H. Newton, a single ra.n. Trustee: Real State, a Partnexsidp. Be neticiary: Paul N. Boos and I=q=et Elaine Boos, husband and wife as Joint tenants. Affects Lots 12 & 14. 6. Rights of par -des in possession of said land by reason of lease,, if any. Kindly forward said leases for our examination. R=: PMOFF MIFURII- CK: Data: SecUon 12413.1, California Inca Code, c= mcnly la=n a Assembly Bill 512, became effective Jamiary 1, 1990. This legislation deals with the disbarsemeant, of funds deposited with any title . entiel acting in an es=cw of subescrow capacity. The law regWz+es that all finds be dexsited and collected by the title entity's es= w and,/or subes=-r-v accamt prior, to disburse=ent any funds. Sane methods of funding ray subject fvrx=s to a boldintT period which must expire before any funds ray be disbursed. In cmder to avoid any such delays, all funding should be done through wire t-�fer, ce.-tified deck or checks drawn cn California a finm=i a l irstitrtians. - Note: = s c=pany does rec uim aunt Beneficiary d mends prior to Cicsi.ng. If the demand, is expired and a correc_ demand cam -of be obtained, cur will be as follows: A. If this company accepts a ve bal update on the demand, we may hold an &=mt egial to one monthly rrntgage payment. This bald will be um and ab=e the verbal hold the lender ray have stipulated. B. If this aompww cannot obtain a verbal gate on the demand, we wi.11 either pay off the. expired demand or -.wit for the amended • . demand, at the dtsceticn of t -e mow. • . cr'd ti'o. 16M13-5 For Your eroe DIAL M;K (AFA 122201444) 695 T wn Center give . Costa Mesa, C2a 92626 - ' Aoctr 08-038-104 Ref: Title Cr = and Officers Nme IKM California State Senate Bill 2319, effective -7==Xy 1, 1991, requires ttiat the .; in all sales of C3lifamia real estate, vtxzein the seller shows an cut of state dress, vithhald 3 1/3% of the total sales price as California State Iraae Tax, Mbject to the various provisicrs of the law as therein c=ta reed. ST:)= - r-Olict Rate: C =t act mu mcicsures: Plats SCHEDULE 1 CALL FO RN A LAND iTT U ASSC,OAl1O N STANDARD COVERAGE POLICY - 1440 following matters are expressly excluded from the coverage of this policy and the Company rwlf not pay loss or damage, cc ]rneys• fees or expenses which arise by reason of: (a) Any law. ordinance or governmental regulation (including but not limited to building or zoning laws, ordinances, or regulatic restricting, regulating, prohibiting or relating to (i) the occupancy, use. or enjoyment of the land: UP the character, dimensi or location of any improvement now oe hereafter erected on the Lind. 0-6) a separation in ownership or a change in the dimension or area of the land or any parcel of which the land is or was a part. or (iv) envirenmen(at protection, or the effect of any viola of these laws. ordinances or governmental regulations, except to the extent that a notice of enforcement thereof or a notice defect. lien ce encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public recc at Date of Policy. • (b) .any governmental police !;tower not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notic a defect. lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the pox records at Date of Policy. Rights or eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but excluding from coverage any taking which has occutrred prior to Date of Policy which would be binding on the rights of a purchaser value without knowledge. Uefeets. liens. encur"hrancm adverse claims or other matters: ta) whhetner or not recorded in the public records at Date of Policy, but created, suffered assumed or a3reed to br the inst. claimant: (b) not known to the Company, not recorded in the public records at Date of policy, but known to the insured claimant and disdo-led in writing to the Company by the insured claimant prior to the dale the insured claimant became an insured under policv. tc) resulting in no loss or damage to the insured claimant: (d) attaching or created subsequent to Date of Policy; or (e1 resulting in loss or damage which would nett have been sustained if the insured claimant had paid value for the it mongag- for the estate or interest insured by thes policy. t;ru force.lbility of the lien or the insured mortgagc because of the inability or failure of the insured at Date of Policy, or inattlity or failure of any subsequent owner of the indebtedness, to comply with the &;placable doing business laws of the state in wim the land is situated. tov:didity or unerdorceability of the lien of the insured mortgage. or d!aim thereof, which arises out of the transaction evide:nccc the insured mortgage and is hasca upon usury or any consumer credit protection or truth in lending taw. ` Any Blaim which arises out of the transaction vesting in the insured the estate or Interest insured by this policy or the transac: creating the interest of the insured lender by reason of the operation of federal bankruptcy, state insolvency or sirrular credit righ•tt laws. addhkm to the €xdusions. you are not insured against loss. costs, attomers' fees, and expenses resulting from: Taxes or assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or assessme on teal property or by the public records. Pro:eedin.Is by a public agency which may result in taxes or assessments. or notices of such proceedings. whether or not shown the records of such agency or by the public records. Any [acts, rights, interests or claims which are not shown by the public records but which could be ascertained by an intpectior' the tend or which may be asserted by persons to possession thereof. Easernems. liens or encumbrances. or claims thereof. which are not shown by the pultlic records. Discrepandes. conflicts in boundary lines. shortage in area. encroachments. or any other facts which a correct survey would discic ant' which are not shown by the public records. (a) Unpatented mining daims: (b) reservations or exceptions rn patents or in Acts authorizing [he issuance thereof: (c) water rig, claims or title to water, whether or not the matters excepted under (a). (b) or (c) are shown by the public recor AMERICAN LAND TITU ASSOCIATION OWNERS POUCY FORM g - 1970 W-4ENM 10.17-70) 50 II:DULX OF EXCLUSIONS FROM COVERACE Arty, law, wdinance or governmental regulation (including but nut limited to building and zoning ordinances) restricting or regulat- or Irohebitfntg the occupancy. use or enfoynWnt of the land. or regulating the character. dimensions ar lociddih of any improvement r ' . rr hereafter erected on the land, or prohibiting a separation in ownerships or a reduction in the dimensions of area of the land, br effe a of any violation of any such law. ordinarxe of govemrnamal tegulalion. , .&tights of eminent domain or governmental rights of police power unless notice of the exercise of such rights appears in. the.put records at Date of Policy. . Defects. liens. encumbrances. adverse claims. or other matters ta) created. suffered, assumed - r agreed to by. the insured claim: (b1 not known to the Company and not shown by the puWk records but known to the insured claimant •wither at Date of Polity or at the date such claimant acquired an estate or interest insured by this policy and not disclosed in writing by the fissured claim to the Company prior to the date such insured Claimant became an insured hereunder. (c) resulting in no Ibis or damage to the insu, da'rnani: (d) attaching or created subsequent to Date of Policy: we (e) resulting in loss or damage which would not have been sustain' if raze insured claimant had paid value for the estate ce interest insured by this policy. FTC, 31S7-F (Rev f144Wr.W1h SCHEDULE 7 (Con6nied) AME2ZUN tmc TrTu AS5OCAnON LOAM POLICY - 1970 (Rev. 44-90) VATH A-LTh ENOOStSEJAFNT FORM t COVERAGE SCHEDULE OF E (CLUSIONS FROM COVEXACE •ve foltowing matters are expressly excluded from the [overage of this pulicy: 1. Any law, ordinance or govemmentat regulation tinctuding but not limited to building and zoning ordinances) restricting or regulat or prohibiting the occupancy use or enjoyment of land. or regulating the character. dianensiunY or location of any improvement now hereafter erected on the land. or prohibiting a separation in ownership or a reduction in the dimensions or area of the land, or effect of any violation of any such law. ordinance or governmental regulation. Rights of eminent domain or governmental rights of police )lower unless notice of the exercise of such rights aopears in the put records at Date of Policy. J. Defects. liens. encumbrances. adverse claims. or other matter: (a) created. suffered. assumed or agreed to by the insured claim: (b) not known to the Company and not shown by the public records but known to the insured claimant either at Date of policya, the date such claimant acquired an estate or interest insured by this policy or acquired the insured mortgage and not disclosec writing by the insured claimant to the Company prior to the date such insured claimant became an insured hereunder. to resulting no loss or damage to the insured claimant. (d) attaching or created subsequent to Date of Polity (except to the extent insurance afforded herein as to any statutory lien for labor or material or to the a:tent insurance is afforded herein as to asse>sments street improvements tender construction or completed at Date of Policy). Unenturceabilhy of the lien of the insured mortgage because of failure of the Intwed at Date at Policy or of any sub*equent owe of the indebtedness to comply with applicable -doing business laws' of the state in which the land is situated. 3. Any claim, which arises out of the transaction treating the interest of the mortgagee insured by this policy, by reason of t operation of federal bankruptcy, state insolvency, or similar creditors* rights laws. AMERIC&N thNU TITLE ASSOCIATION LOAN POUCY - ({•b-") WITH A.LT.. ENDORSEMENT FORM 1 COVERAGE EXCLUSIONS FROM COYERACE e following matters are expressly excluded from the coverage of this policy and the Company will not pay toss or damage, cuss ome)s' fees or expenses which arise by reason of: (a) Any law, ordinance or governmental regulation (including but 'not limited to building and Zoning Laws. ordinances. r gutationsl restricting, regulating, )aroNWting or relating to (i) the occupancy. use or enjolment of the land: (ir) the charact• dimensions or location at any improvement now at hereafter erected on the land: (i-n) a separation In ownership or a dnnge in tt dimensions os area of the land or any parcel of which the tand is or was a pact: or (iv) envirotunental protectiom or the effect violation of these laws. ordinances or governmental regulations, except to the extent that a notice of the enforcement thereof or notice of a defect. lien or encumbrance resulting from a violation at alleged violation abetting the lanai has been recorded in it public records at Date of Porc•. (b) Any 4overnmental police power not excluded by (a) above. except to the'exleni that a notice of the exercise: therot or a notice a defecl. lien or encumbrance resulting from a violation or alleged violation affecting the Land has been recorded in the puts, records at Date of Policy. Rig}.ts of eminent domain unless notice of the exercise thereof fus been recorded in the public records at bate of Policy, but it, excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the riejhts or a purchase for value without knowledge. Def,eets, liens, encumbrances. -adverse claims or other matters: fs) created, suffered, assumed or agreed to by the insured e,lainunt: (b) not known to the Company. not recorded in the public records at Date^ of Policy, but known to the insured claimant .end not disclose in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this polic- to resulting in no loss or damage to the insured claimant; (d) attaching or treated subsequent to Dare of Policy (except to the extent that this policy insures the priority of the lien of th insured mortgage over any statutory lien for services, labor or material or the extent insurance is afforded herein as t assessments for street Improvements under construction at completed at Batt of policy): or (e) resulting in loss or damage which would not have been sustained it the insured claimant had paid value for the insured mortgage Unenforceable lty of the lien of the insured mortgage because of the inability or failure of the insured at Dite of Policy, or the inabTity or failure of any subsequent owner of the Indebtedness. to comply with applicable •doing'busincss laws" of:the state in whit. the laud is situated. Invalidity or unenforceabMiy of the lien of the insured mortgage. or claim thereof: which arises out of the transaction''avidencet by the insured mortgage and is based upon usury or Any consumer credit protection or truth In lending law. " Any statutory lien for services. labor or materials lay claim of priorily of Any statutory •lien for services. labor of material: o+er the lien of the insured mortgage) arising tram an improvement or work related to the land which is contracted for and commences subsequent to Date of Polity and is not financed in whole or in part by proceeds of the indebtedness secured by the insured mortgage which at Uate of Policy the insured has advanced or is obligated to advisee. JutY dairy. which arises out eat the transaction creating the interest of the monjtagee insured by this policy, by reason of the operation of federal bankruptcy. state insolvency, or similar creditors' rights laws. �� � ��r�T iW �+G67/• Awt EXl± M LAND TITLE ASSOCIATION • RESIDE.4iIN.TTrU INSUR.WCE POUCY-19n EXCW510 tv5 n adchion to the exceptions in Schedule 8, you are not insured against loss. casts. attorneys` lees and expenses resulting front. A. Covemmental police power, and the existence or violation of arty law or government regulation. This includes building and Boni ordinances and also taws and regulations concerning. - land use : improvements on the land land dMsion ernironmenuf protection This exclusion does not limit the Boning coverage described in items 12 and 13 of Covered Title Risks. 2. The right io lake the land by condemning it. unless a notice of taking appears in the public records on the Policy Date. 3. Ttic Risks. that are created. allowed. or agreed to by you that are known to you. but not to us. an the Policy Date - unless they appeared in the public records. that result in no loss to you that first allect your title Sher the Policy Date • this does not Grnit the labor and material lien coverage in Item b of Cover Title Risks. Failure to pay value for your title. 5.. tack of a right: to any Land outside the area specifically described and referred to in Item 3 of Schedule A or in sirens. alleys. or waterways that touch your land. This exclusion does not limit the access coverage in Item 5 of Covered Title Risks. • lit irkfiaon to the Exclusions. you are not insured against loss. costs. attorneys' fees. and expenses resulting from: ` t. Any facts. rights. interests or claims which are not shown by the Public Records but which etxsld be asuruined by making ingt, of parties in possession of the tend. - 2. Any liens or easements not shown by the Public Records. Howcv . this does not Grnit the affirmative coverage in Item a of cove. Title Risks. 3. " facts about the land not shown by the Public Records which a correct survey would disclose. However. this does not limit : affirmative coverage in Item 12 of Covered Tide Risks i. (a) Arty water tights or daims or title to water In or under the land: (b) unpatented mining "mx W reservations or excepti. in patents or in acts authorising the issuance thereof. ORANGE COAST TITLE COMPANY ESCROW DIVISION 640 N. Tustin Ave.. Suite 208 Santa Ana. CA 92705 August 25, 1997 (714) 658-0222 * (800) 416-4622 * FAX (714) 285-050C REDEVELOPMENT AGENCY OF fiUNTINGTON BEACH 2000 MAIN STREET Y.UNTINGTON BEACH, CA. 92648 ATTN; OFFICE OF THE CITY ATTORNEY SCOTT FIELD Escrow No. 23251-TA Buyer: JT DEVELOPMENT COMPANY (DEVELOPER) I:>i SEP 24 ; `i tl: oil [: E ►.EI V &;�u CITY ATTORN'xY 1�;J,,1!13T0tJ BE_A CN In connection with the above numbered escrow, we enclose the items checked belowt (x) Amendment dated 9/23/97 for signatures. If the enclosed are in order, please sign where indicated and return to us at your earliest convenience in the enclosed self-addressed envelope. The duplicate copies are for your files. If you have any questions regarding the enclosed, please do not hesitate to phone the undersigned. VeKIROOKS rs, Oratitle Company TE COMMERCIAL ESCROW OFFICER ORANGE COAST TITLE COMPANY ESCROW DIVISION 640 N. Tustin Ave., Suite 208 Santa Ana, CA 92705 (714) 558 0222 * (800) 41E-4622 * FAX (714) 285-0506 September 23, 1997 TOS Orange Coast Title of Los Angeles EBCrOW No.t 23251-TA Property Address, CA ADDITION AND/OR AMENDMENT TO ESCROW INSTRUCTIONS The instructions in this escrow No. 2325i-TA are hereby modified, amended and/or supplemented in the following particulars only: All parties herein acknowledge that, pursuant to Amended and Restated DDA, section 4f, page 10, there are no Ad Valorem taxes. The parties further agree that the interest earned in which Buyer shall receive credit through escrow, as to the Buyer's initial deposit of $50,000.00 to the Seller, pursuant to section 109, shall be the sum of $15,000.00. Escrow Holder shall debit the account of Seller and credit the account of Buyer at the close of Escrow for said amount. All other terms and conditions remain the same. EACH OF THE BELOW SIGNED STATES THAT HE/SHE/TH3Y HAS/HAVE READ THE FOREGOING INSTRUCTIONS AND UNDERSTANDS AND AGREES TO THEM. JT DEVELOPMENT COMPANY, LLC, a California Limited Liability Company BY: John Tillotson, Managing Member BY: Mike Roberts, Member F.EDEVELOPMENT AGENCY OF THE CITY OF HUNTING N BEACH, a body olitic £Y: t Executive Director APPRO`J7D AS TO FORMt r Agency Counse6zzz— ylf l 9p/=7�t0 $ r / p 2 rlZ� -i f INITI D AND APPROVED: C -ems ire for .of Economic Development 912g1f7 ORANGE COAST TITLE COMPANY ESCROW DIVISION 640 N. Tustin Ave., Suite 208 Santa Ana, CA 92705 (714) 558-0222 * (800) 416-4622 * FAX (714) 285-0506 September 23, 1997 TO: Orange Coast Title of Los Angeles Escrow No.: 23251-TA Property Address, CA ADDITION AND/OR AMENDMENT TO ESCROW INSTRUCTIONS The instructions in this escrow No. 23251-TA are hereby modified, amended and/or supplemented in the following particulars only: All parties herein acknowledge that, pursuant to Amended and Restated DDA, section 4f, page 10, there are no Ad Valorem taxes. The parties further agree that the interest earned in which Buyer shall receive credit through escrow, as to the Buyer's initial deposit of $50,000.00 to the Seller, pursuant to section 109, shall be the sum of $15,000.00. Escrow Holder shall debit the account of Seller and credit the account of Buyer at the close of escrow for said amount. All other terms and conditions remain the same. EACH OF THE BELOW SIGNED STATES THAT HE/SHE/THrY HAS/HAVE READ THE FOREGOING INSTRUCTIONS AND UNDERSTANDS AND AGREES TO THEM. JT DEVELOPMENT COMPANY, LLC, a California Limited Liability Company BY: John Tillotson, Managing Member BY: Mike Roberts, Member REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a body politic BY: Executive Director APPROVED AS TO FORM: V/1' N.enw Counsel pry � q INITIATED AND APPROVED: -Director of Economic Development ORANGE COAST TITLE COMPANY ESCROW DIVISIO14 640 N. Tust'n Ave., Suite 208 Santa Ana, CA 92705 (714) 558-0222 * (800) 416-4622 * FAX (714) 285-0506 September 23, 1997 TO: Orange Coast Title of Los Angeles Escrow No.t 23251-TA Property Address, CA ADDITION AND/OR AMENDMENT TO ESCROW INSTRUCTIONS The instructions in this escrow No. 23251-TA are hereby modified, amended and/or supplemented in the following particulars only: All parties herein acknowledge that, pursuant to Amended and Restated DDA, section 4f, page 10, there are no Ad Valorem taxes. The parties further agree that the interest earned in which Buyer shall receive credit through escrow, as to the Buyer's initial deposit of $50,000.00 to the Seller, pursuant to section 109, shall be the sum of $lS,000.00. Escrow Holder shall debit the account of Seller and credit the account of Buyer at the close of escrow for said amount. All other terms and conditions remain the same. EACH OF THE BELOW SIGNED STATES THAT HE/SHE/THEY HAS/HAVE READ THE FOREGOING INSTRUCTIONS AND UNDERSTANDS AND AGREES TO THEM. JT DEVELOPMENT COMPANY, LLC, a California Limited Liability Company BY: John Tillotson, Managing Member EYt Nike Roberts, Member REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a body politic BY: Executive Director APPROVED AS TO FORM: 2` Agenc -zs'u97 1 ey Gr INITIATED AND APPROVED: Director of Economic Development I ORANGE COAST TITLE COMPANYCL . ESCROW DIVISION 640 N. Tusth Ave.. S09 208 a `► Santa Ana, CA 92705 �Li (714) 558-0222 ` (800) 416-4622 * FAX (714) 285-0506 ill kp LL t. SALE ESCROW -INSTRUCTIONS / TO: Orange Coast Title Company Escrow Officer: Terri Ausbrooks Sr. Commercial Escrow officer Escrow No. 23251-TA Dates Sept. 20, 1997 THESE ESCROW INSTRUCTIONS CANCEL AND SUPERCEDE ALL PREVIOUS ESCROW INSTRUCTIONS. JT Development Company, LLC, a California Limited Liability Company ("Buyer"), and The Redevelopment Agency of the City of Huntington Beach, a public body corporate and politic, ("Seller"), collectively refered to as the "Parties", do hereby acknowledge and agree that they have entered into that certain Amended and Restated Disposition and Development Agreement, refered to herein as the "DDA"). The parties herein acknowlege that these Escrow Instructions cancel and supersede the previous Escrow Instructions dated November 1, 1995. The parties further acknowledge and agree that Orange Coast Title Company, refered to as "Escrow Holder", shall have NO duty NOR liability with respect to the DDA, except as to compliance with Sections 200-208, inclusive and Section 213 and any other provisions expressly incorporated herein. Except as modified by the preceding sentence; Escrow Holder shall only be concerned with these instructions. By execution of these instructions the parties acknowledge and agree that these instructions accurately set forth the duties of Escrow Hclder. CONTRARY TO SECTION 202.6.c of the DDA, THE LAST PARAGRAPH REFERING TO THE LIABILITY OF ESCROW HOLDER, THE PARTIES HEREIN ACKNOWLEDGE AND AGREE THAT SAID LAST PARAGRAPH ACTUALLY REFERS TO SECTION 200-208 AND 213 AND FURTHER RELEASE ESCROW HOLDER OF ANY AND I.LL LIABILITY ASSOCIATED WITH SECTIONS 209, 210, 211 AND 212 OF THE DDA AND OTHER SECTIONS NOT SPECIFICALLY MENTIONED HEREIN OR NOT ASSOCIATED WITH SECTIONS SPECIFICALLY NAMED f:EREIN. In the event of a conflict between the terms of the DDA and these instructions, with the exception of Section 202.6c as refered above, as is relates to Escrow Holder, the DDA provisions shall control. In all other respects, these instructions shall control the duties of Escrow Holder. The parties hereby acknowledge and agree that the property which Seller has agreed to sell, which Buyer has agreed to buy, and which is the subject of this escrow is located in the State of California, County of Orange, City of Huntington Beach and is described in the Attached Exhibit "A". All parties further understand and acknowledge that the legal desciptLan will be amended once the Final Subdivision Map is recorded. Said Map will recorded prior to and concurrently with the Grant Deed. The parties agree to deliver to Escrow Holder any instruments and/or funds requird from the respective parties to enable Escrow holder to comply with these instructions, all of which Escrow Holder is authorized to use and/or deliver on or before the date of close of escrow as set forth in the DDA. Prior to the close of escrow or concurrently therewith, Buyer shall return to Escrow Holder the original of the Promissory Note in the original sum of $1,912,000.00, together with the original Deed of Trust and a Request for Full Reconveyance of the Deed of Trust, collectively refered to as the "Documents". At the close of escrow Escrow Holder is instructed to deliver said Documents to the Trustee, with instructions to the Trustee that there be issued a Full Reconveyance of the Deed of Trust and to record said Full Reconveyance in official records of the County of Orange, State of California. The Buyer herein acknowledges receipt of a current Preliminary Title Report issued by Orange Coast Title Company, dated July 21, 1997, together with copies -of all documents reported as exceptions in the Preliminary Title Report. The Buyer has approved the following exceptions to be shown in the Policy of Title Insurance to be issued Buyer, in accordance with Section 208 of the DDA, as follows3 A, L, 1, 2, 3, including the legal description contained therein. The parties hereto fully understand the total responsibility and agency authority of Escrow Holder is limited to those actions requiring the performance and compliance by the Principals that are identified as conditions precedent to the recording of the documents and delivery of the instruments to the respective parties entitled thereto, and the disbursement of funds In escrow as a consequence of said closing. The parties hereto, by execution of these instructions acknowledge that Escrow Holder assumes NO responsibility or liability for the supervision of any act or the performance of any condition which is a condition subsequent to the closing of this transaction. Any provisions of said Agreements notwithstanding, Escrow Holder shall have the right and authority to withhold any action and require the written consent of all necessary SELLER(S) INITIALS: t� BUYER(S) INITIALS: *CONTINUED* ' r i ESCROW NOt 23251-TA PAGE NO.%'2' DATE% 08/23/97 parties, if, in the judgement of Escrow Holder, such action calls for or appears to require the use of discretionary judgement by Escrow Holder or is not within the ordinary scope of Escrow Holder's activity. All parties are aware that Escrow Holder will NOT be required to determine the default of any party hereto. Therefore, in the event of any termination of this escrow, Escrow Holder will require mutually signed instructions from all parties, or will terminate this by following the guidelines listed in the General Instructions attached hereto. The obtaining of or assignment of Insurance, if applicable, shall NOT be handled through this escrow. Escrow Holder is hereby relieved of all liability and/or responsibility in connection with the closing of this escrow without benefit of evidence of insurance coverago. THE PARTIES HAVE READ AND AGREE TO THE GENERAL PROVISIONS ATTACHED HERETO AND MADE A PART HEREOF. All parties signing this agreement hereby acknowledge receipt of a copy of these instructions. BUYER'S SIGNATURE: JT DEVELOPMENT COMPANY, LLC, a California Limited Liability Company BY t John Tillotson, Managing Member BY: Mike Roberts, Member MAILING ADDRESSt 15272 Bolsa Chica Street, Huntington Beach, CA 92649 SELLER'S SIGNATVREt "AGENCY" REDEVELOPMENT AGENCY OF THE CITY OF HUNT-INNGTON BEACH, a body politic BY t i/ 0", J,:evo Am- Execut v rector MAILING ADDRESS: 2000 Main Street, Huntington Beach, CA 92648 APPRO D AS TO FORM PRO Counsel1,;-, zz., A 1q� y-2.2-i9ir Ct INIT TED AND APPROVEDt 7kG re for o Ec m c Development EXHIBIT "A" r.E. IAND M MM 70 IS s=A= 3N Tm ax= OF •• m a. s= oF v 1 •: u• AND IS EESCPJM AS FEEZZAS: • I 11, 13, 15 • I• :• ! 28 nICIMIM IN BL= 304, OF FRIMINMW BEAM 1 THE = OF 1 • MkCH, AS • ?• MAP • s••" iM 1 BCOK 3, PAGE 36, oF miscm-TAmous mps, niTmomcm oF mE axim • s••riria• • S• rr •• EXCEPT I I NaMD%MM= 10 FEET OF Ir UnS 10, 16, 18, 20, 22, 24, 26 AND 28 AS •• 1.19 ia• BY ME CITY OF 1 ! BEAM BY FINAL=REE • Sail-1•Iar =04MZ 1923, IN BOOK 500, PACE 278 OF •= - a••I rS OF Ir •r • e+ r• ALSO :. i91- MMREnM ALL OIL, GAS, MINMAMAND •= KMR0MTU= SMMMM WIM SEUM A rlar r OF I• F= Wrn= ANY RIGHTTO s ra• UPCN ME MW= OR ME SUBSURFACEOF Ir IAM ABOVE Arlsl• ICF 500 FEET,•:• Iriar IN 1N. 1 : la OF -EOM. •i r �I Vr&row ko. t 23251-TA GENERAL PROVISIONS 1) All parties are aware that AB 512, which became effective January 1, 1990, madates that all funds with respect to an escrow MJST be collected and available for withdrawal PRIOR TO DISBURSEMENT OR ECORDATION, i.e., close of escrow. Delays in closing this escrow WILL occur If deposit of funds by either party or lender are b other than bank wire, cashlees check or teller & eck. 2) All parties are aware that effective July 1.1985, pursuant to a State Law, Section 480.3, Revenue and Taxation Code, all deeds ar.d other documents that reflect a change of ownership In real property when presented for recording, must be accompanied by a'Preliminary Change of Ownership Report'. Escrow Holder will fumish the parties with such forms for their completion prior to close of escrow, and/or In the event that the form Is not returned to Escrow Holder and/or the County Recorder should reject said form for any reason, ail Parties are aware that the closing of the escrow will NOT be affected; however, an additional recording fee of $20.00 as charged by the County Recorder, as required by said law, will be assessed to the account of the Party not returning or completing said form. Ail parties hereby release, relieve, and indemnify and agree to hold harmless Escrow Helder from any and all liability and/or responsibility in connection with said law, other than to hand said 'Prellminary Change of DArnershlp' form to the Parties for completion prior to close of escrow and other than Escrow Holder's responsibility to transmit said completed form to the County Recorder's office together with other documents as called for In these instructions. (A) INFORMATION PURPOSES ONLY: After close of escrow, new owner may receive an additional request for the'Chtinge of Ownership' information which must be returned to the Assessor's Office. If not completed as required, you may be cha' ad a penalty, as required by this law. Escrow Haider has no Involvement in this filing and Is providing this for information purposDs only. 3) Seiler represents and warrants to Euyer and you that it Is not, and as of the date of close of escrow, will not be a foreign person within the meaning of internal Revenue Code Section 1445 and that it wil execute and deliver to you prior to closing, a Nnn-Foreign Affidavit on your standard form. The principals are advised to seek an attorneys, accountant's or other tax specialist's opinion regarding conformity with the Foreign Investment in Real Pro�erty Tax Act of 1980, as amended by the Tax Reform Act of 1984. 4) Purchaser Is aware that the recording of the Deed in consummation of this escrow may result In a re -assessment of the real property taxes arum/or supplemental tax bill pursuant to the provisions of Chapter 498, Statutes of 1983, State of Califomla. All assessments not shown on the Tax Rolls are to be adjusted outside of escrow. Supplemental Taxes will NOT be prorated urless otherwise stated herein. The title policy will contain an exception for the lien of any assessment of Supplemental Taxes assessed pursuant to Chapter 498, Statutes of 1983. 5) SELLER is aware that on January 1, 1987, Internal Revenue Code Section 6045(e) became effective, which mandates all proceeds from the sale of property shall be reported to the Federal Government. Seller is responsible to Escrow Holder who In turn Is responsible for the processing of the form to be supplied to Financial Processing Systems, 1815 E. Wilshire Avenue Suite 910. Santa Ana, Califomfa 92705. Seller acknowledges receiving sad form to be completed by Seller and submitted into escrow prior to the close of said escrow. Escrow Holder Is authorized and instructed to Insert the amount of Seller's proceeds, over SOler s signature. if there are any factual inaccuracies, or missing factual information in the Form 1099, Seiler shall notify Orange Coast Title Company in writing immediately of the changes required in the Form, '1099. Upon its receipt of such notice, Orange Coast Title shall promptly prepare and forward to Seller a revised Form 1099, containing the changes specified by Seller. It Is the responsibility of Orange Coast Title, utilizing Financial Processing Systems, to report this transaction to the Federal Government ar,d Issue to the Seiler a Form 1099 for reporting same to the internal Revenue for I ncome tax purposes. All INFORMATION CONTAINED IN THIS REPORT SHALL REMAIN CONFIDENTIAL OTHER THAN THE REPORTING OF THE INFORMATION TO THE INTERNAL REVENUE SERVICE. iT IS UNDERSTOOD ESCROW HOLDER CANNOT CLOSE THIS ESCROW WITHOUT THE PROPER DOCUMENTATION BEING PROVIDED BY THE SELLER. U MITATION OF LIABILITY: Orange Coast Title Company, as Escrow Holder, is held harmless from any liability in as much as the law has not yet been defined and shall report the sale of the property proceeds as set forth above. ACKNOWLEDGED AND AGREED: Q.�, '., , Asir, hx&u five Diec,tzv V *0/ f Am _Aw. SELLER'S INITIAL(S)t&rkjn�J BUYER'S INITIAL(S)t ., oE?crowtNo.: 23251-TA NOTICE TO BUYER ON DISPOSITION OF CALIFORNIA REAL PROPERTY Buyer Is hereby notified of withholding provislons of California Revenue and Taxation Code sections 18805, 18815, and 26131, applicable to certain sales of California real estate by nonresident sellers. Where applicable, the buyer Is required to withhold 3 1/3% of the sales price of California real property obtained from nonresident sellers. Buyer understands that In no event will escrow holder _ undenake to advise buyer and/or buyer's representative(s) on the possible application of the above code sections to this specific transaction. Buyer understands that, unless expressly InstructeJ by the seller and buyer herein, escrow holder will not assist In the withholding of sellerlIs funds and remittance of same to the Franchise Tax Board. Buyer understands that penalties may be Imposed by the State of California for failure to comply with withholding laws. Ir the event that the parties request escrow holder to withhold funds due the seller, the par Jes hereto shall submit to escrow the completed and necessary tax forms In addition to Instructions as to the proper disbursing of funds. At that time, the buyer and seller shall agree to cooperate fully In providing necessary Information and to Indemnify escrow holder and hold escrow holder harmless In the event of noncompliance resulting from Information supplied by the undersigned. A fee of $25.00 for this service will be charged. For additional Information conceming the withholding provisions referenced above, please contact the Franchise Tax Board Withholding at Source Unit at 916-3694900 or write to them at P.O. Box 641, Sacramento, California 95-312-0651. Receipt acknowledged September 17, 1997 Seller's Signature(s): Buyer's Signature(s): THE "AGENCY" "AGENCY" REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body corpora and politic BY t �. s.p1..4 _ kf Executilff Director I JT DEVELOPMENT COMPANY, LLC JT DEVELOP NT COMPANY, LLC, a California invited Liability Company BY: John Tillotson, Managing Member BY: Mike Roberts, Member sort%% No. t 23251-TA GENERAL INSTRUCTIONS Burr, Seller and/or First and Second Parties (hereafter sometimes referred to co'lectively as the Principals' and each separately as the prindpall. Jollity and severally, hereby appoint and designate you, as escrow holder, to perform escrow services in nnection with the transaction which Is the subject of this escrow In axordanoe with written instructions accepted by you In this escrow. As used herein, the t rm 'instructions' shall mean and refer to the instructions set forth on page 1 hereof and Inoorporsled by reference herein, any written amendments and sup laments thereto as many hereafter be given to you and the terms, conditions and provisions herein below set forth. . THE PRINCIPALS HEREBY AGREE, JOINTLY AND SEVERALLY, AND HEREBY AUTHORIZE. EMOOWER AND DIRECT YOU, AS ESCROW HOLDER AS FOIlOWS: 1. Principals acknowledge that escrow companies are not authorized to give legal advice and understand that If a Prinelpal desires legal advice such Pdrelpal should consult an attorney. 2. E, Principal's signature on any document or Instruction which arises, related to or results from this escrow shall Indicate and evidence such Principal's unconditional approval of same. 3. K there Is no action taken on this escrow within six (6) months after the 'lime limit date' as set forth in the escrow Instructions or written extension thereof, your agency obligation shall terminate at your option and all documents, nionies or other Items held by you shall be returned to the parties depositing same. in the event of cancellation of this escrow, whether It be at the request of any of the principals or otherwise, the fees and charges due Orange Coast Title Company Including expenditures Incurred and/or authorized shall be borne equally by the parties hereto (unless otherwise agreed to specifically). 4. yJl funds received In this escrow shall be doposlted with other escrow funds In an escrow trust account In any State or National Bank and may be transferred to any other escrow trust account. All disbursements shall be made by your check. 5. Your duties in this escrow shall be limited to the safekeeping of such funds and documents as may be recelved by you as escrow holder and for the dis;ioshlorti of same In accordance with these Instructions. You shall not bs liable to the Principals or any successor or assign of either Principal for of on aeownt of any claim, demand, loss or damages which may arise, related to or resulting from your acts or failure to act In any manner or for any reason excaupt for willful misconduct or gross neglect. VI'fthout limiting the generality of the foregoing you shell not be responsible or liable In any manner whatever for any of the following matters: ; (s) vdth respect to any writing or Instrument deposited in escrow and any document of record, a sufficiency, correctness, genuineness, validity, form, consent or manner of execution of any such writirg, Instrument or document, or the Identity, authority or right of any person executing same; (o) to notify or disclose to any person, Including, without limitation, either Principal, any is r circumstance that may come to your attention that Is out!Ide the scope of these instructions, Including, without limitation, any informatioi regarding any sale, loan, exchange or other transaction concerning the real property kwotved In this escrow', (:) to give any disclosure required by State or Federal law, Including, without limitation. the Feder if Truth In Lending Act and Regulation Z; (d) examination as to the applicability, amount, validity or payment of any tax, Including, withou t limitation, any transfer tax Imposed by any local, city or county ordinance. any personal property tax and business or license tax: and (t) to perform any duty or service as escrow holder, that Is not expressly required of you and spe 'fically set forth In the instructions. 6. You shall make all adjustments and prorations In this escrow on the basis of a 30 day monthl and In accordance with the following provisions unless otherwise stated herein; ' (a) prorate teat property taxes for current fiscal tax year on the basis of the most recent official information furnished to you by the tits company; pu) prorate premiums on transferable Insurance policies as handed to you; (c) prorate Interest on trust deeds of record on the basis of any beneficiary statement received In escrow Of impounded funds are held by the lender Buyer shal be charged and Seller credited with the full amount as disclosed by said Beneficiary statement); and (cf) prorate rent and charge Salter and credit Buyer with any deposits paid In advance on the basis of a statement furnished by Seller (Seller represents and you shall be fully protected In assuming that Seller has collected all rents which fall due prior to the close of escrow. Kiska no adjustment against Buyer on uncollected rents). 7. Se11er represents and you shall be fully protected in assuming that as to any insurance policy handed to you, each polity Is In force, has not been hypothecated and all premiums have been paid In full. The Principals hereby appoint and designate you as agent and attorney -in -fact to assign any fire insu ante policy handed to you in this escrow. 0. Any assignments of funds in escrow shall be In writing signed by the Principal to be charged and shall be irrevocable and unchangeable without the wfittin consent of the assignee. If the Seller unilaterally assigns or orders the proceeds of this escrow, to be paid to any person other than a Principal such assignment shall be subordinated to the expense of this escrow, encumbrances and liens of record on the subject property, and payments directed to be made by the funds to close, then you are directed to close this escrow and to pay such assignments, In the order in which they are received by you. 9. You are hereby expressly authorized and empowered to do each of the following acts in connection with this escrow; if.) to complete, fill In and arrange for execution of any note or writing or acknowledgement of any document or Instrument as required herein: (t)) K either Principal obtains a loan on the subject property during the pendancy of this escrow, to furnish the lender or person acting on behalf of the lend sr any information concerning this escrow. Including, without limitation, a certified copy of Instructions; (c) to deposit any funds or documents receh•ed In escrow with any duly authorized sub -escrow agent subject to your order at or prior to the close of escrow; II (d) to record any Instrument delivered through this escrow If necessary or proper In the issuance of a policy of the title insurance and to pay all required fees and costs of documentary transfer tax; and (e) to require any Principal, as a condition precedent to your closing this escrow, to depo it funds and monies you deem requisite to pay 0) all encumbrances, claims, demands or assessments of record necessary to place titre to the subject pr party In the condition called for in these Instructions and (it) aiy costs or charges of this escrow or lees to which you are entitled. 10. i.inless otherwise agreed In writing the following provisions shall apply to payment of charges In o &crow; (e) Buyer shall pay one half of the escrow tee, your customary charges to Buyer for document-dr ifting. recording, and miscellaneous charges and the title Insurance premium to the extent that it exceeds the premium for standard coverage; (t,) Seller shall pay one half of the escrow fee, your customary charges to Seller for document4folUng, recording, and miscellaneous Chargesifncludlng ctoa mentary stamps required by the Internal Revenue Code In the amount you determine to be required)and the title insurance premium to the extent that it does not exceed the premium for the standard coverage; (c) each Principal will pay reasonable compensation to you for extraordinary or unusual services rendered to or for that Principal, plus costs and expenses incurred In connection with those services; (c) each Principal agrees to pay on your demand all closing costs properly atlribltable to such Principal If funds to such Principal's credit In your hands are rot sufficient for that purpose; (a) you are hereby given a Ken by each Principal upon all the rights, title and Interest of each Principal In all escrowed documents, funds. monies or prop irty for any and all charges, expenses. attorney's fees, losses and other liabilities caused you in this escrow: and (f) No refund will be given for under $5.00. (g) In the event of failure to pay fees or charges due you In this escrow each Principal agrees to pay reasonable attorney's fees paid or Incurred by you in Conn action with the collection of such fees or charges, whether or not suit is filed. 11. K by the data specified herein, this escrow Is not In a position to close you sha'I nevertheless close as soon as possible thereafter unless either principal InstrLcts you to cancel this escrow. You shall within two (2) working days thereafter mail, by certified mail, one copy of such notice to each principal at the address stated In this escrow, AT ESCROW HOLDERS OPTION UNLESS WRITTEN OBJECTION TO CANCELLATION IS FILED iN YOUR OFFICE BY A PRINCIPAL VATHIN TEN (101 CALENDAR DAYS AFTER DATE OF SUCH MAILING, AS EVIDENCED BY A CERTIFIED MAiL RETURN RECEIPT FORM, YOU ARE AUTHORIZED TO COMPLY WITH SUCH NOTICE AND DEMAND PAYMENT OF YOUR CANCELLATION CHARGES. K written objection Is filed, you are authorized to hold all money and Instruments In this escrow and take no further acfion_until otherwise directed, silher by the principals' mutual written Instrt ctlons, or final order of a court of competent Jurisdiction. (a, IN THE EVENT ESCROW HOLDER RECEiV'ES DISAPPROVAL OF CANCELLATION AND PRINCIPALS CANNOT RESOLVE THE MATTER WITHIN THIR-iY DAYS, ESCROW HOLDER MAY HAVE A HOLDOVER FEE OF $20.00 per month until such matters have been resolved and mutual Instructions to Esrrcw ifolder. 12. A I notices, demands and instructions must be In writing. K conflicting demands are made or rptice served on you or any dispute or controversy arises between the Prirrelpals or with any third person rotating to this escrow, you shall have the absolu a fight, at your election, to withhold and stop sit further proct edings in this escrow without Hability and without determining the merits of the demands, iotices or litigation; or sue In Interpleader, or both. The Print pals, jointly and severalty, hereby promise and agree to pay promptly on demand, as well si to indemnity you and hold you harmless against and In respect of any and all litigation and Interpleador costs, claims, losses, damages, recoveries,) idgments. and expenses. Including, without limitation, feascrnable atiomey's fees that you may incur of suffer, which arise, result from or tests to this ascirc m. 13. Close of escrow means the time when Instruments are recorded. As soon after close of escroi f as Is convenient to you, deliver funds and documents. Including without 11miting, assurances of title and insurance policies, if any, to the parties re3pectiv ly entitled to receive them. In the closing statement you may adjust estlmated amounts. 14. You are hereby authorized to destroy or otherwise dispose of these Instructions and all other writings and accounting or disbursement records in this escrow at any time after five years from date of these escrow Instructions. 15. Ties@ instructions shall be binding on, and shall Inure to the benefit of each Principal and his respective heirs, legal representatives, successors and asslgis. 18. As used In these instructions, the masculine, feminine or neuter gender, and the singular or plural number shall be deemed to Include the others whenever the context to Indicates. 17. These instructions may be executed In any number of counterparts. each of which shall be deemed to an original. 1r►Itlals: A,d—p_ r CITY OF HUNTINGT ON BEACH 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK Mr. John Tillotson 15272 Bolsa Chica Street Huntington Beach, CA 92649 May 17, 2000 Dear Mr. Tillotson: Enclosed is your original Grant Deed for your Third Block West Project. Your Grant Deed was located In the office of the Orange Coast Title Company by Kevin Reichling, Title Officer. I had requested Mr. Reichling's assistance In determining how the legal description of the deed was changed by the Title Company after I had transmitted it to them for recording. Mr. Reichling was assigned by Orange Coast Title to respond to my concern. During his research as to how the deed was changed, he came across your original deed in their files and forwarded It to me. This has been a long process. Mr. Reichling acknowledged that Orange Coast Title was remiss In altering a duly notarized document. I am enclosing interoffice communications between my office, the City Attorney's office and the Economic Development Department detailing the concerns of my office regarding the incorrect handling of this deed by the Title Company. Mr. Reichling was very helpful to the Clerk's office. i am very happy he located your original deed as after numerous inquiries to the Title Company it had been my understanding that they had provided it to you. Please call me if you have any questions. Sincerely, Connie Brockway City Clerk CB:mp Attachments: 1. Memorandum from Deputy City Attorney De La Loza dated 5/12100 2. Communication from Orange Coast Title dated 415100 transmitting original nal Grant Deed 3. Request for Legal Services submitted by City Clerk dated 4/21/00 4. Communication from David Biggs, Economic Development Director to City Clerk dated 5/13/99 5. Faxes Between Lisa Morono, Economic Development Department & Orange Coast Title Company 6. Original Exhibit "A" G:1Cbmemo12000CbmemlTlllotson-Grant Deed 3rd Block W Projectdoc-mp (Telephone* 71"36-62Z7) �f Y '{• � T fr .1 ORANGE COAST TITLE COMPANY April 5, 2000 Connie Brock City Clerk City Of Huntington Beach P.O. Box 190/2000 Main Street Huntington Beach, CA 92648 Re: M66290-6 and M46413-3 GRANT DEED - THIRD BLOCK WEST Dear Connie, Per our conversation please find enclosed original Grant Deed and copy of fax transmittal to Lisa Moreno. Please call me if you have any questions or if l may be of further assistance to you at (714) 558-2836 Ext. 314. Kevin Reichling Title Officer Builder Services/Commercial Division . BUILDER SERVICES/ COMMERCIAL DIVISION 640 NORTH TUSTIN AVENUE, SUITE 208. SANTA ANA, CALIFORNIA 92705.714/558-2836 CITY OF HUNTINGTON BEACH REQUEST FOR LEGAL SERVICES Gail Hutton, City Attomey RLS No. Assn To Date . Date: Request made by: Telephone: Department: 04.21.00 Connie Brockway x5404 City Clerk's Office INSTRUCTIONS: File request in the City Attorneys Office. Outline reasons for this request and state facts necessary for City Attorney to respond. Please attach all pertinent information and exhibits. TYPE OF LEGAL SERVICES REQUESTED: ❑ Ordinance ❑ Opinion ❑ Stop Notice ❑ Resolution ❑ Lease ❑ Bond ❑ Meeting ❑ Contract/Agreement ® Deed ❑ Court Appearance ❑ insurance ® Other: See Comments Is Request for Preparation of Contract form attached? ❑ Yes ❑ No Are exhibits attached? ❑ Yes ❑ No Unless otherwise specified herein, If not for Council action, consent to the disclosure of the If for City Council action, desired completion date: Information contained In this RLS to all _ me b s of thMiCouncil. Agenda Deadline ' in4m Council Meeting 04-2MO Signature of DepartjWtTeEd COMMENTS I Third Block West Grant Deed From Redevelopment Agency to John Tillotson —J.T. Development Companv f Orange County Title Company has responded to my request for Information regarding how Exhibit A above mentioned Grant Deed for Third Block West was changed by the title company without renotarization (re acknowledgement) by all parties — (Mayor, City Clerk. John Tillotson, John Tsai, and Mike Roberts). The orignial Exhibit A was removed from the notarized Grant Deed and replaced with a new Exhibit A which reserved the mineral rights to the Redevelopment Agency. On April 12, 2000 Orange Coast Title Company forwarded the original deed to my office which they had retained since October,1997. and had been unable to locate. Please advise my office if the original deed should be forwarded to Mr. Tillotson with an explanation that the deed he originally signed allowed his company mineral rights but the changed deed does not. I understand that the city ordinance requires reservation of mineral rights, however, the process Is what I question and to which I require a reply. cc: David Biggs, Economic Development Director Malt Lamb, Real Estate Manager Attachments: Copy of Recorded Grant Deed Fax from O.C. Title Co. to Lisa Matrono, Econ. Dev. Dept. Copy of O- riginal Exhibit `A' Memo from David Biggs to Connie Brockway RE: Legal Description 14 DATE: SEPTEMBER 30, 1 997 TO: LISA MORENO - CITY OF HUNTINGTON BEACH FROM: NANCY NOONAN - ORANGE COAST TITLE HERE'S ANOTHER COPY OF THE NEW, IMPROVED LEGAL DESCRIPTION - THE LAST ONE DIDN'T HAVE THE OIL EXCEPTION SHOWN. i DATE: SFF-TIrMBF R 30. yfl67 TO: LISA MORENO - CITY OF HllNTINGTON BEACH FROM: NANCY NOONAN - ORANGE CbAS'rTITLE HERE'S ANOTHE3R COPY OF THE NEW. IMPFucWmm 0ES40RIPTI0N - THE FAST ONE 010WT HAVE THE OIL EXCEPTION GHC30WH. TRANSM I SS I Obi REPORT Til I S DOCUMENT WAS CONF I RNIED (REDUCED SAMPLE ABOVE - SEE DETAILS BELOW) ** COUNT ** TOTAL PAGES SCANNED = 2 TOTAL PAGES CONFIRMED : 2 *** SENT) *** No. RESIOTE STAT 10% START TIME DURAT t Oy 11PAGES I L10DC I RESULTS 1 23 3755087 U-30-97 14:20 0'35' 2/ EC C AII'IMED 0000 TOTAL 0:00'35" a DOTE: No.: OPERATION 1LMM' 48 : 41300EPS SE1..ECT-11 EC i�2ROR CORRECT G2 G2 CO5tWNNICAT1ON PD : PALLED 13Y RE'SIOTE SF : STORE & FORWARD RI RELAY 1 N 1 T 1 ATE RS RELAY STATION NIB : SE\D TO MA 1 L.SOX PG : POLL 1 AG A REMOTE AIP ►1ULT I -POL I t NG R11 : RECE t VE TO WIESIORY _ 14'a z yam,_ _ • . ;( ,ter, _ � �� ,,,�,�J EXHIBIT A LEGAL DESCR.IPTION OF PROPERTY i Block 344 of Huntington Beach Tract, County of Orange, as per map recorded in Book 3, page 36 of Miscellaneous Maps in the Office of the County Recorder of said county. Page 13 of 13 SFls:G:sF-9bAgrec Atch1208 12N195 • • o j nig CIT ?terOffice T HUNTINGTON BEACH Communication Economic Development Department il/6 f& Fv^ 241 o 5Co 77- �-dv. s �'D rllo f�h�•xy TO: Connie Brockway, City Clerk Cal, 6edzah 4?A,u7`- O G/pw� FROM: David C. Biggs, Economic Development Director 71 j/p �n/ DATE: May 13, 1999 A- 4,, -3 SUBJECT: LEGAL DESCRIPTION FOR PLAZA ALAIERIA GR�'T DEEl3 This memorandum will confirm our conversation regarding the above captioned matter. Your May 10, 1999 Request for Legal Services to the City Attorney asked the City Attorney to review the two versions of the legal description. I took a moment to review the original Iegal description from the DDA which was attached to the Grant Deed as executed by the Agency, and the version of the legal description subsubstituted by the Title Company in the Grant Deed finally recorded. I was able to ascertain what occurred between the execution of the DDA and the conveyance of the property. A new Tract Map for the property was recorded. I personally visited the Planning Department to verify that the revised Iegal description reflected this new Tract Map (Tract No.14352). As such, the Title Company was correct in revising the legal description since the original legal description described a property that no longer existed. I do agree with you that the Title Company should not have done this without having the Redevelopment Agency re -execute the Grant Deed. As we discussed, I will ask John Tillitson and his partners to make an appointment to sign a new grant deed so that you can have it re -recorded. Per your request, i also called the City Attorney's Office and advised them that they did not need to respond to your RLS. Thanks you for your assistance in this matter. Cc: Gail Hutton, City Attorney Melanie Fallon, Assistant City Administrator °Aj CITY OF HMTINGTON BEACH IntcrOfficc Communication Economic Development Department TO. Connie Brockway, City Clerk FROM: David C. Biggs, Director of Economic Development DATE: . September 23, I997 SUBJECT: Grant Deed for Third Block West Conveyance Transmitted herewith is the original grant deed for the conveyance of the Third Block West site to JT Development Company. The grant deed requires the attestation of the Agency Secretary (City Clerk). The signatures of the Agency Executive Director, Director of Economic Development, and Agency Counsel (City Attorney), have been secured and notarized, as have the acceptance signatures of the principals of JT Development. Your attestation would be provided under the authority set forth in the Amended & Restated Disposition and Development Agreement (DDA) approved by the Redevelopment Agency dated December 16, 1996. Specifically, Section 105 (page 3) which empowers the Agency Executive Director or his designee to takelmake any actionslapprovals required under the DDA, which includes site conveyance. Specifically, Section 202, commencing with Page 9, and Section 206, Page 13, regarding time for and place of delivery of deed. Please sign where indicated and call me when it is ready. I will have the escrow company messenger pick up the grant deed from your office; the escrow/title company will hold it for recordation when we are ready to close the transaction. It is anticipated that the grant deed will record and escrow will close on September 26th. Please retain a copy of the fully executed original for your files, and provide my office with a copy, as well. Upon recordation, the grant deed will be returned by the County Recorder to the Agency (City) and will need to be held by the Agency Secretary (City Clerk) in our permanent records. Thank you in advance for your assistance. DCB:ls Attachment (g-proj ects:third:record) A CITY OF HUNTINGTON BEACH 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK 3,16 "a oao - 7h e 7; �e Cows oq4 ar escrow �.� h � IV f/ 9rlc.�.,d�ia7 �f e September 23, 1997le �'4f/tJi' ,di i�U�i�jL�lj . �7,L/ �S�'c:�, � Q/fjv4/+►�i�'� �p Gary L. Granville, County Clerk -Recorder ( ' J'Liav � P. O. Box 238 .?f,=iv 11e1ip r ry T Cl'g�lt 7� AU42, Santa Ana, CA 92702 1,,� yd� li- L Pe��ra��P�g - e. C1<l 4i7ZP'Aj dS Enclosed please find Deed No. 5649 to be recorded and returned to the City of Huntington Beach, Office of the City Clerk, 2000 Main Street, Huntington Beach, CA 92648. Please conform the enclosed copy of the deed and return to this office in the enclosed self-addressed stamped envelope. &X44� &Z C!� Connie Brockway, C141C City Clerk Enclosures if T 4 ,*O, 06 �J e.& A, e tr, g:Vallowupldeedltr.Deed 5649 - JT Development Company, LLC & City of Huntington Beach T Received by: Date: 9 sr 97 Escrow No. a3.Z S/ — T, G:Vo1Io% upldccdltr:]TDccclopmcnYCity jc wn e- cOffS -Till- (Telephone:714-538.5227) CITY OF HUNTINGTON BEACH REQUEST FOR LEGAL SERVICES Gall Hutton, City Attorney Rt_S No. Assn To Date Date- Request made by: Telephone: Department: 5110199 CONNIE BROCKWAY 5404 CITY GLERK'S OFFICE INSTRUCTIONS: File request in the City Attorney's Office. Outline reasons for this request and state facts necessary for City Attorney to respond. Please attach all pertinent information and exhibits. TYPE OF LEGAL SERVICES REQUESTED: ❑ Ordinance E Opinion ❑ Stop Notice ❑ Resolution ❑ Lease ❑ Bond ❑ Meeting ❑ Contract/Agreement ❑ Deed ❑ Court Appearance ❑ insurance ❑ Other: Is Request for Preparation of Contract form attached? ❑ Yes ® No Are exhibits attached? E Yes ❑ No Unless otherwise specified herein, I If not for Council action, consent to the disclosure of the If for City Council action, desired completion date: Information contained In this RLS to all memtgrs of the Ciby.Council. Agenda Deadline I ' Council Meeting -� ' �`%-y! Signature of Department V2d COMMENTS Please review the two versions of the grant deed from the Redevelopment Agency to Tillotson Third Block West (10-97). See Attachment No. 1 — the deed the city prepared; see Attachment No. 2 — the deed the title company recorded. The title company inserted a different legal description after the city's grant deed was notarized. I believe the city deed's legal description is correct. If It is rct and the city's grant deed needed to be changed, the title company is remiss in not returning the deed for reacknowledgment. Please respond as soon as possible. Routing: ❑ GCH ❑ PE A ❑ LB ❑ SL ❑ JF ❑ ADL 1 ❑ SF 1 ❑ JM ❑ This Request for Legal Services has been assigned to attorney , extension His/her secretary is , extension Notes: File Name: Date Completed: WP No.: 0 Shaded areas for City Attorney's Office use only. jB OFFICE OF THE CITY CLERK CITY OF HUNTINGTON BEACH INTER -DEPARTMENT COiITUNICATION 14UMINGTON BEACH �j TO: David Biggs, Economic Development Director FROM: Janelle Case, Deputy City Clerk SUBJECT: Grant Deed — Redevelopment Agency -- JT Development Company, LLC Third Block West DATE: December 11, 1998 Grant Deed No. 5649 behveen the above mentioned subjects was picked up by Orange Coast Title Company messenger on September 23, 1997 and was to be taken to the Orange County Recorder for recordation: with a conformed copy to be returned to the City as well as the recorded Grant Deed. As of todays date the Grant Deed has not been received by the City. The following is a brief summary of the steps the City Clerk's Office has taken to secure a copy of this recorded Grant Deed. On January 5, 19G8 a memo was sent to Scott Field regarding a request for a timeline as to when the City Clerk's Office would rece*ve the Grant Deed. On February 27, 1998 the City Clerk's Office called Orange Coast Title Company and was told that the Grant Deed had recorded on September 24, 1997 and they would send a copy that day. On May 15, 1998 the City Clerk's Office called Orange Coast Title Company again and was again assured that they would send a copy of the recorded Grant Deed that day. To this date the City Clerk's Office has not re--eived a copy of the Grant Deed. Attachments ' z:7: 4' WLgl c..o J0 Like it f uct c�, r � ! i d' CC: Scott Field 42 117a? H fte. ,-r c a- -W7 �-- .(— —e- 147Z2) J CITY OF HUNTINGTON BEACH INTERDEPARTMENTAL COMMUNICATION Huw nmaiom BEACH TO: David Biggs Economic Development Director FROM: Connie Brockway G6 City Clerk DATE: December 9, 1998 SUBJECT: MEMORANDUM OF AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT Your office and city staff have requested a certified copy of the Memorandum of Amended and Restated Disposition and Development Agreement. This document was in a pending file due to a mixup relative to the criginal document that was sent to the Economic Development Department for review of the deficiencies in the document (see attached copy of Orange County Recorder's rejection slip). The original document deficiencies were corrected by the City Attorney's Office and the Economic Development Department by inserting a new sentence pn Page #2 and inserting the capacities of the J. T. Development Company signers. After this was done, the document was to have been returned to the City Clerk's Office to have the Mayor's and Clerk's signatures reacknowledged and the signatures of the other parties reacknowledged and then the City Clerk to record. Reacknowledgement of this document is legally necessary as state law prohibits alteration of a notarized document; the parties must appear before a notary and reacknowledge their signatures on the altered document, and the notary will affix an updated acknowledgement certificate. In order for this document to be re -recorded, please advise me as to when the representatives from J. T. Development Company will be able to have their signatures reacknowledged. I will retain the improperly recorded document in my files and await a reply from the City Attorney's Office and the Economic Development Department. To prevent reoccurrence of an original document being recorded by other than the Clerk, all original documents will remain in the Clerk's Office, and the parties will sign in the Clerk's Office if the documents have not been signed prior to presentation to Council. cbmemas198-209eg i CITY OF HUNTINGTON BEACH ryTER-DEPARTMENT COhMUNICATION Economic Development Department TO. Connie Brockway, City Clerk BY: David C. Biggs, Director of Economic Development DATE: September 23, 1997 SUBJECT: GRANT DEED FOR THIRD BLOCK WEST CONVEYANCE Transmitted herewith is the original grant deed for the conveyance of the Third Block West site to JT Development Company. The grant deed requires the attestation of the Agency Secretary (City Clerk). The signatures of the Agency Executive Director, Director of Economic Development, and Agency Counsel (City Attorney) have been secured and notarized, as have the acceptance signatures of the principals ofJT Development. Please sign where indicated and return the original grant deed to me. I will have it delivered to the escrowltitle company where they will hold it for recordation when we are ready to close the transaction. It is anticipated that the grant deed will record and escrow will close on September 26th. Please retain a copy of the fully executed original for your files. Upon recordation, the Grant Deed will be returned by the County Recorder to the Agency (City) and will need to be held by the Agency Secretary (City Clerk) in our permanent records. Thank you in advance for your assistance. February 23, 1999 ORANGE COAST TITLE COMPANY City of Huntington Beach 2000 Main Street Huntington Beach, CA 9269E Attn: Connie Brockway - City Clerk Ref: Lot 'I of Tract 14352 APN: 024-143-26 Our Order No.: M66290-3 Enclosed please find the fallowing: • Grant Deed for the above referenced property Please do not hesitate to contact me at 1-800-540-3515 ext. 315 with any questions you may have. Thank you. Sincerely, I `�tiVLL�P Marie E. Atienza Title Officer Builder Services / Commercial Division BUILDER SERVICES/ COMMERCIAL DIVISION 640 NORTH TUSTIN AVENUE, SUITE 208, SANTA ANA, CALIFORNIA 92705 . 7141558-2836 A- A -' Ant CITY OF HUNTINGTON BEACH INTERDEPARTMENTAL COMMUNICATION Connie Brock -way, City Clerk Office of the City Clerk TO: Gail Hutton, City Attorney FROM: Connie Brockway, City Clerk DATE: September 24, 1997 SUBJECT: AUTHORIZATION TO SIGN DEED - THIRD BLOCK WEST Please provide my staff with the parts of the Disposition and Development Agreement that authorize the City Clerk to sign escrow instructions and/or deeds. This is necessary on all transactions that the City Clerk is requested to sign that are not immediately tied in with a Council action. It is inappropriate to request the City Clerk or a Deputy City Clerk to sign on behalf of the city without written information as to the City Clerk's original authority to sign. This can be pages from the original Disposition and Development Agreement giving the Mayor and City Clerk or Executive Director or City Attorney authority to do so. Please follow this process in the future to alleviate the valid concerns of the City Clerk and her staff. CC: David Biggs, Economic Development Director ®a CITY OF HUNTINGTON BEACH InterOffice Communication Economic Development Department TO: Connie Brockway, City Clerk FROM: David C. Biggs, Director of Economic Development DATE: September 23, 1997 SUBJECT: Grant Deed for Third Block West Conveyance Transmitted herewith is the original grant deed for the conveyance of the Third Block West site to JT Development Company. The grant deed requires the attestation of the Agency Secretary (City Clerk). The signatures of the Agency Executive Director, Director of Economic Development, and Agency Counsel (City Attorney), have been secured and notarized, as have the acceptance signatures of the principals of JT Development. Your attestation would be provided under the authority set forth in the Amended & Restated Disposition and Development Agreement (DDA) approved by the Redevelopment Agency dated December 16, 1996. Specifically, Section 105 (page 3) which empowers the Agency Executive Director or his designee to take/make any actions/approvals required under the DDA, which includes site conveyance. Specifically, Section 202, commencing with Page 9, and Section 206, Page 13, regarding time for and place of delivery of deed. Please sign where indicated and call me when it is ready. I will have the escrow company messenger pick up the grant deed from your office; the escrow/title company will hold it for recordation when we are ready to close the transaction. It is anticipated that the grant deed will record and escrow will close on September 26th. Please retain a copy of the fully executed original for your files, and provide my office with a copy, as well. Upon recordation, the grant deed will be returned by the County Recorder to the Agency (City) and will need to be held by the Agency Secretary (City Clerk) in our permanent records. Thank you in advance for your assistance. DCB:ls Attachment (&pro j ects: third:record) i H01Anfe CIT OF HUNTINGTON BEACH Interoffice Communication Economic Development Department TO: Connie Brockway, City Clerk FROM: David C. Biggs, Economic Development Director (Vdl DATE: May I3, 1999 SUBJECT: LEGAL DESCRIPTION FOR PLAZA ALMERIA GRANT DEED This memorandum will confirm our conversation regarding the above captioned matter. Your May 10,1999 Request for Legal Services to the City Attorney asked the City Attorney to review the two versions of the Iegal description. I took a moment to review the original legal description from. the DDA which was attached to the Grant Deed as executed by the Agency, and the version of the Icgal description subsubstituted by the Title Company in the Grant Deed finally recorded. I was able to ascertain what occurred between the execution of the DDA and the conveyance of the property. A new Tract Map for the property was recorded. I personally visited the Planning Department to verify that the revised legal description reflected this new Tract Map (Tract No. 14352)_ As such, the Title Company was correct in revising the legal description since the original legal description described a property that no longer existed. I do agree with you that the Title Company should not have done this without having the Redevelopment Agency re -execute the Grant Deed. As we discussed, I will ask John Tillitson and his partners to make an appointment to sign a new grant deed so that you can have it re -recorded. Per your request, I also called the City Attorney's Office and advised them that they did not need to respond to your RIS. Thanks you for your assistance in this matter. Cc: Gail Hutton, City Attorney Melanie Fallon. Assistant City Administrator J. � FCITY OF HUNTINGTON BEACH INTERDEPARTMENTAL C0.1131UNIC4TION M.NI GTON BEAC11 TO: Gail Hutton, City Attorney Ray Silver, City Administrator David Biggs, Economic Development Director John Reekstin, Administrative Services Director FROM: Connie Brockway ((j City Clerk DATE: March 2, 1999 SUBJECT: Orange Coast Title Company — First American Title Company (Tillotson -Third Block Vest) (Duke's Restaurant) First American Title Company and Orange Coast Title Company bave substituted new pages in agreements and deeds and have changed legal descriptions and documents signed by the Mayor and City Clerk and duly notarized by the Notaries_ Public in the City Clerk's Office and the Economic Development Department. These documents were entrusted to the Title Company during escrow closings on Dukes and the Tillotson Third Block West projects. I zm certain that the alterin of the notarized documents was done to correct errors, such as in the legal description exhibits and to expedite the paperwork process. By law a notarized document cannot be altered. All signers must be aware of changes, re -acknowledge the revised document before a Notary Public and sign the notary journal again, (not sign the document again). I will no longer be releasing documents to these title companies until the city prepares escrow instructions to require the escrow officer to have a conformed cop), returned to the City Clerk from the County Recorder. The Clerk's Office provided this instruction to First American Title Company and the request was disregarded for several months. During the past year the Title Company employee informed my office that a copy was being sent to the Clerk's Office, yet it was not until Mr. Tillotson made a phone call did the Title Company provide it. It was then that the revision the Title Company made to the deed was noticed upon comparison with our pending copy. The problem with the altered Duke's Restaurant Memorandum of Lease has been rectified by Community Services Director Ron Hagan and a properly executed and notarized document is now in the files. The Tillotson Third Block West Project remains to be corrected. CC: Honorable Mayor & City Council (For information as Mayor and Mayor Pro Tern sign these documents on behalf of the City) 01611ow-up/cbmemsltitleCo •, m EtEC09j)1`'G REOUESTEU V 01�,�,IGE COAST THEE COMPAK f Recorded in the County of Orange, California Gary L. Granville, Clerk/Recorder �III IN11111111111101IEIIIToil 1111111 57.001P � 19970488005 3:12pm 10/01/97 gb 0041800520718 18 (f G0218041187.45 6.00 51.00 0.00 0.00 0.00 1187.45 0.00 0.00 14 ire • RECORDING REQUESTED BY: ) AND WHEN RECORDED MAIL TO: ) } CO.?VWT SMC MAY GIV CLZIAX ) aTV Oy 2(U'-ntNUT0NBZ'IC7C ) Y O BOX t9o/z000-%LA1NST.4TET 9-rVX77NgTbN2TACJ(CA 92548 } . ) '�LOZ K W,6%--j T (Space Above for Recor&-r's a Use) The undersigned Grantor declares: Documentary transfer tax is $2,374.90- (X) Computed on fu11 value of property conveyed T1; IE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By: Its:�_Et�Nt;c �Y• ��J✓tG7�V — Dated: I9fz M For a valuable consideration receipt of which i3 hereby acknowledged, The REDEVELOPME GENCY OF THE CITY OF FIUNTINGTON BEACH, a public body, corporate and politic, of the Statc of California, herein called "Grantor", acting to 5Fh�G:SF•95h;mJ1uh1208 12.'9196 Page l of 13 to At Ir TA)( 5r ATE M m`NTS 'jD . J. T. `DFve LDPMentr :•G�vcrrmcnt Agency CITY OF 1-IU:,TINCTON LEACH 13y:.� ..................... uty City Clark 15272 BOVA c. IiA, i1Nt. T1,u cA CA Ct2(o j Orc'er: 9966290 Description: 97,488005 Page 1 of 18 Comment: sarah •t , carry out the Subarea 5 of the Redevelopment Plan, herein called the "Project Area," under the Community Redevelopment Law of California, hereby grants to JT DEVELOPMENT COMPANY, I.LC, a California limited liability company, herein called "Grantee," the real property hereinafter referred to as "Property," described in Exhibit A attached hereto and incorporated herein, subject to the exceptions, rescrvations, restrictions and covenants described herein. 1. Grantor excepts and reserves from the conveyance herein described all interest of the Grantor in oil, gas, hydrocarbon 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. 2578, as amended by Ordinances No. 2634 and 3343 of the City Council of the City of Huntington Beach, pursuant to that certain Amended and Restated Disposition and Development Agreement entered into between Grantor and Grantee dated December 16, 1996 (the "'DDA"}, a copy of which is on file Mth the Grantor at its offices as a public record and which is incorporated herein by reference. 3. Until July 18, 2018, the Grantee shall not develop or use the Property other than for the development p=nitted and the uses specified in the applicable provisions of the Redevelopment Plan for the Project Area (or any amendments thereof approved pursuant to paragraph 1 I of this Grant Deed). 4. The Prorerty is conveyed to Grantee at a purchase price, herein called "Purchase Price," determined in accordance with the uses permirted. Therefore, Grantee hereby covenants and agrees for itself, its successors, its assigns, and every successor in interest to the Property that the Grantee, such su:.ecssors and such assigns, shall not develop, maintain, use or operate the Property other than as follows: a. Within the time provided in the DDA, Grantee shall develop the Property for residential housing, office, and retail uses as set forth in the DDA. b. Grantee shall maintain the improvements on the Property in conforrruty with the Iuntington Beach Municipal Code applicable to the Property under the terms of the DDA, and shall [seep the Property free from any accumulation of debris or waste materials. Grantee shall also maintain the required landscaping in a healthy condition. SF/%:G:SF•96Agree:Atch120% 1"196 Page 2 of 13 Order: 9966290 Description: 97.488005 Page 2 of 18 Comment- Sarah .t if, at any time, Grantee fails to maintain the landscaping as required above, and said condition is not corrected after expiration of thirty (30) days from the date of written notice from the Grantor, either the GrantorT or the City of Huntington Beach may perform the necessary maintenance and Grantee shall pay such costs as &-c reasonably incurred for such maintenance. 5. Prior to issuance of a Certificate of Completion for the Property, or the applicable Lot thereof, the Granter shall not place or suffer to be placed on the Property, or the applicable Lot thereof, any lien or encumbrance other than mortgages, deeds of trust, or any other form of conveyance required for financing construction of the improvements on the Property, and any other expenditures necessary and appropriate to develop the Property pursuant to the DDA, and, during such period, the Grantee shall not enter into any such conveyance for financing without prior written approval of Grantor pursuant to the terms of the DDA. No approval %rill be given for a conveyance of the Property to finance the construction of improvements on real property other than the Property and all off -site improvements required in connection there%ith. 6. Prior to issuance of a Certificate of Completion for the Property or the applicable Lot thereof a. The Grantor shall have the right at its option to reenter and take possession of the Property, or the zpplicable Lot thereof, hereby conveyed, with all improvements thereon, and to terminate and rcvest in the Grantor the Prcperty, or the Applicable Lot thereof, hereby conveyed to the Grantee if the Grantee (or its successors in interest) shall: i) Fail to commence the construction of the Improvements as required by paragraph 4(a) of this Grant Deed for a period of sixty (60) days after written notice thereof from the Grantor, provided that Grantee shall not have obtained an extension or postponernctit to which Grantee may be entitled, or ii) Abandon or substantially suspend construction of the Improvements required by the DDA once commenced for a period of sixty (60) days after written notice thereof from the Grantor, provided that Grantee shall not have obtained an extension or postponement to which Grantee may be entitled; or W) Transfer, or suffer an involuntary transfer of, the Property, or any Lot thereof, in violation of this Grant Deed or the DDA and fail to cure such violation within sixty (60) days after receipt of %Titten notice thereof from the Grantor, provided that Grantee shall not have obtained an extension or postponement to which Grantee may be entitled; but iv) Notwithstanding the time limitations in subsection (i), (ii), and (iii), so long as Grantee is proceeding with reasonable diligence to correct or cure st'/s:o.sr-96Asmc:A%h 1209 1119196 Page 3 of 13 Order. 9966290 Description: 97.488005 Page 3 of 18 Comment: sarah ILI any cause set forth in such subsections, such time limitations shall be extended for the time necessary to complete such correction or cure. b. The right to reenter, repossess, terminate and revest shall be subject to and be limited by and shall not defeat, render invalid, or limit: i) Any mortgage or deed of trust or other security interest permitted by the DDA; or ii) Any rights or interesn provided by the DDA for the protection of the holden of such mortgages or deeds of trust or other security interests. C. In the event title to the Property or any parcel thereof is revested in the Grantor as provided in this paragraph 6, the Grantor shall use its best efforts to resell the Property or any such parcel thereof as soon and in such manner as the Grantor shall find feasible and consistent with the objectives of state redevelopment law and of the Redevelopment PIan to a qualified party or parties (as determined by the Grantor) who will assume the obligation of making or completing the Improvements or such other improvements in their stead as shall be satisfactory to the Grantor and in accordance with the uses specified in the DDA for such Property, or parcel thereof, and specified in the Redevelopment Plan. Upon such resale of the Property the proceeds th--rcof shall be applied: i) First, to reimburse the Grantor, on its o%%m behalf or on behalf of the City of Huntington Beach, for all costs and expenses incurred by the Grantor, including but not limited to, salaries to personnel engaged in such action (but excluding Grantor's general overhead expense) , in connection with the recapture, management, and resale of the Property, or parcel thereof, (but less any income derived by the Grantor from the Property, or parcel thereof, in connection with such management); all taxes, assessments, and water and sewer charges with respect to the Property, or parcel theteof which the Grantee has not paid, (or, in the event the Property is exempt from taxation or assessment of such charges during the period of ovmcrship thereof by the Grantor, an amount equal to such taxes, assessments, or charges, as determined by the County assessing official, as would havc been payable if the Property were not so exempt); any payments made or necessary to be made to discharge any encumbrances or liens existing on the Property, or parcel thereof, at the time of revesting of title thereto in the Grantor or to discharge or prevent from attaching or being trade any subsequent encumbrances or liens due to obligations, defaults, or acts of the Grantee, its successors or transferees; any expenditures made or obligations incurred with respect to the making or completion of the improvements on the Property or applicable parcel thereof; and any amounts otherwise owed to the Grantor by the Grantee and its successor or transfcrcc in connection with the DDA; and SFls:G:SF-96A1nee:A1ch 120E 12. M Page 4 of 13 Order. 9966290 Description: 97.488005 Page 4 of 18 Comment saran 310 ii) Second, to reimburse the Grantee, its successor or transferee, up to the amount equal to the sum of: (1) the Purchase Price paid to the Grantor by the Grantee for the Property (or allocrble to the part thereof) ; and (2) the costs incurred by the Grantee for the development of the Property and for the improvements existing on the Property at the time or reentry and repossession, including costs for plans, reports, studies and other like matters; and (3) all funds advanced by Grantee in connection with acquisition of the Third Party Parcels or clearance, environmental testing and remediation of the Site; less (4) any net gains or income withdrawn or made by the Granter from the Property or the improvements thereon. iii) Any balance remaining after such reimbursements shall be retained by the Grantor. 7. The Grantee agrees for itself and aay successor in interest not to discriminate upon the basis of race, color, creed or national origin in the sale, lease, or rental or in the use or occupancy of the Property hereby conveyed or any part thereof. Grantee covenants by and for itself, its successors, and assigns, and all persons claiming under or through them that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Property, nor shall the Grantee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sub -tenants, sublessees, or vendees ir. the Property. The foregoing covenants shall run with the land. 8. Prior to the issuance of the Certificat! of Completion of the Property (as defined in the DDA), the Grantce shall make no appeal or challenge of an assessment of the fair market value of the Property for property tax purposes that would result in reducing the assessed value below Two Million One Hundred Fifty Nine Thousand Dollars ($2,159,000.00). 9. Upon the issuance of the Certificate of Completion for the Property pursuant to the DDA and for the following seven (7) years, the Grantee and its successors and assigns shall make no appeal or challenge of an assessment of the fair market value of the "Commercial Lots" (as defined in the DDA) for property tax purposes that would result in reducing the assessed value below Seven Million Five Hundred Thousand Dollars ($7,500,000.00), as aggregated across the Commercial Lots. The foregoing shall not prevent a reassessment below Seven Million Five I lundred Thousand Dollars ($7,500,000.00) in cases of damage or destruction of all or a portion of the Improvements on the Comraereial Lots, pending reconstruction of the Improvements. The assessed value may be spread across the Commercial Lots on any basis, so long as the aggregate value is met. Except for temporary reduction in the event of damage or destruction as set forth above, should the assessed value of the Commercial Lots be reduced such SF/s.G:SF-96Agrce:Atth 1209 1219,'96 Page 5 of 13 Orcer. 9966290 Description: 97.438005 Page 5018 Comment: sarah that the total assessed value of the Commercial Lots is less than Five Million Dollars $5,000,000.00) as aggregated across the Commercial Lots, then the Grantee and its successors and assigns shall agree to an increase in assessed value to not Iess than Five Million Dollars ($5,000,000.00). The foregoing shall apply to all transfers, assignments and bankruptcy proceedings, but shall terminate in the case of a transfer due to a foreclosure or deed in lieu of foreclosure to a commercial lender unaffiliated to Grantee. Upon the transfer of all interest in the Property by Grantee or any successor to an unaffiliated entity, the transferor shall have no further liability with respect to events occurring after the date of transfer. Following the seventh (7th) anniversary of the initial issuance of the Certificate of Completion for the Property, Grantor shall, at Grantee's request, execute, acknowledge and deliver to Grantee a document, in recordable form, acknowledging the termination of the provisions of this paragraph, and that these provisions arc of no further force or effect. 10. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained is this Grant Deed shall defcat or render invalid or in any way impair the lien or charge of any mortgage or deed of trust or security interest pctmittcd by paragraph. 5 of this Grant Deed or the DDA; 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, trust sale or otherwise. 11. All covenants contained in this Grant Deed shall be covenants running with the land. Grantee is obligated to develop the Improvements on the Property and the covenants contained in paragraphs 5 and 6 shall terminate and shall become null and void upon recordation of a Certificate of Completion issued by Grantor for the Property, or the applicable Lot therein. Every covenant against discrimination contained in paragraph 7 of this Grant Dccd shall remain in effect in perpetuity. 12. All covenants without regard to technical classification or designation shall be binding for the benef t of the Grantor, and such cove..nmts 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 remain_-- an owner of any land or interest therein to which such covenants relate. Subject to the applicable cure periods as set forth in Section 501 of the DDA, the Grantor, in the event of any breach of apy such covenants, shall have the right to exercise all rights and remedies and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach. 13. Both before and after recordation of a Certificate of Completion, both Grantor, its successors and assigns, and Grantee, and its successors and assigns, shall have the right to consent and agree to changes in, or to eliminate in whole or in part, any of the exceptions, reservations, restrictions or covenants contained in this Grant Deed without the consent of any tenant, lessee, easement holder, licensee, mortgagee, trustee, beneficiary under a deed of trust or Page 6 of 13 SF/s:QSF-96Agne:Ateh 1209 12/'9/% Order. 9966290 Description: 97.488005 Page 6 of 16 Comment: sarah that the total assessed value of the Commercial Lots is less than Five Million Dollars $5,000,000.00) as aggregated across the Commercial Lots, then the Grantee and its successors and assigns shall agree to an increase in assessed value to not less than Five Million Dollars ($5,000,000.00). The foregoing shall apply to all transfers, assignments and bankruptcy proceedings, but shall terminate in the case of a transfer due to a foreclosure or deed in lieu of foreclosure to a commercial lender unaffiliated to Grantee. Upon the transfer of all interest in the Property by Grantee or any successor to an unaffiliated entity, the transferor shall have no further liability with respect to events occurring after the date of transfer. Following the seventh (7th) anniversary of the initial issuance of the Certificate of Completion for the Property, Grantor shall, at Grantees request, execute, acknowledge and deliver to Grantee a document, in recordable form, acknowledging the termination of the provisions of this paragraph, and that these provisions are of no further force or effect. 10. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained ir. this Grant Deed shall def-cat 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 or the DDA; provided, however, that any subsequent owner of the Property shall be bound by such remaining covenants, conditions, restrictions, limitations and provisions, whether such ownees title was acquired by foreclosure, deed in lieu of foreclosure, trust sale or otherwise. 11. All covenants contained in this Grant Deed shall be covenants running with the land. Grantee is obligated to develop the Improvements on the Property and the covenants contained in paragraphs 5 and 6 shall terminate and shall become null and void upon recordation of a Certificate of Completion issued by Grantor for the Property, or the applicable Lot therein. Every covenant against discrimination contained in paragraph 7 of this Grant Deed shall remain in effect in perpetuity. 12. AlI covenants without regard to technical classification or designation shall be binding for the benefit of the Grantor, and such covenants shall run in favor of the Grantor for the entire period during which such covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land or interest therein to which Such covenants relate. Subject to the applicable cure periods as sct forth in Section 501 of the DDA, the Grantor, in the event of any breach of any such covenants, shall have the right to exercise all rights and remedies and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach. 13. Both before and after recordation of a Certificate of Completion, both Grantor, its successors and assigns, and Grantee, and its successors and assigns, shall have the right to consent and agree to changes 4 or to eliminate in whole or in part, any of the exceptions, reservations, restrictions or covenants contained in this Grant Deed without the consent of any tenant, lessee, easement holder, licensee, mortgagee, trustee, beneficiary under a deed of trust or Page 6 of 13 SFIs:4:5F 96Agree:Atchht208 121'9196 Ord !�r. 9966290 Description: 97.488005 Page 7 of 16 Comment: sarah any other person or entity having any interest less than a fee in the Property. The covenants contained in this Grant Deed, without regard to technical classification shalt not benefit or be enforceable by any owner of any other real property within or outside the Project Area, or any person or critity having any interest in any other such realty. Any amendments to the Redevelopment Plan which change the uses or development permitted on the Property, or otherwise change any of the restrictions or control; that apply to the Property, shall require. the written consent of Grantee, or the successors and assigns of Grantee in and to all of the fee title to the Property, but any such amendment shall not requirc the consent of any tenant, lessee, easement holder, licensee, mortgagee, trustee, baneficiary under a deed of trust or any other person or entity having, any interest less than a fee in the Property. All capitalized terms not otherwise defined in this Grant Deed shall have th : meaning prescribed for that term in the DDA. Page 7 of 13 SF/a CtSFA6ASr=:AI=h 120E 2219/96 order. 9966290 Description: 97.488005 Page 8 of 18 Comment. sarah IN WITNESS WHEREOF, the Grantor and Grantcc have caused this instrument to be executed on their behalf by their respective officers hereunto duly authorized, this_ day of Le,46f m Cr ,1991__. THE REDEVELOPMENT HUNTINGTON BEACH, politic AGENCY OF THE CITY OF a public body corporate and IIy: ichael T. Uberuaga, Exec�-c irector By: lz (f & - David Diggs Director of Economic Developmcnt 14VI ►I AScn tyAClerlk- 9N7 APPROVED AS TO FORM: Gail Hutto , Agency Counsel [Signatures Continued on Next Page] Page 8of13 SF/z:G:SF-9SAgmc.,Atz41208 IM196 Order. 9966290 Description: 97.488005 Page 9 of 18 Comment: saran The undersigned Grantee accepts title subject to the covenants hereinabove set forth. ]T DEVELOPMENT COMPANY, LLC, a California limitediiability company M SFh:G:SF-96A&=:Atch 1208 111196 Mike Roberts Page 9of13 Order. 9966290 Description: 97.488005 Page 10 of 18 Comment: sarah STATE OF CALIFORNIA ) Cos & k ' ) ss. COUNTY OF 61 E } On 4 .?—? 199 i , before me, the undersigned, a Notary Public in and for said State, personally appeared _ Mg N 7L_t.r Tsori -- , personally known to me or proved to me on the basis of satisfactory evidence to be the person who executed the within instrument as the member of the limited liability company that executed the within instrument, and acknowledged to me that such limited liability company executed the same. WITNESS my hand and official seal. INN fo user sMM10 • CALIFCf*. ♦_ • IYVLAMe COUNTY iiy11' Caarr,► l+rMlrr Ora. 1=_ 2997, 1 STATE OF CALIFORNIA ) Lm fln 1es ss. COUNTY OF ) Signature of Not4v Public On - a' 199-1 , before me, the undersigned, a Notary Public in and for said Stat personally appeared o Tr- -- - - personally known to me or proved to me on the basis of satisfactory evidence to be the person who executed the within instrument as the member of the limited liability company that executed the within instrument, and acknowledged to me that such limited liability company executed the same. WITNESS my hand and official seal. 1 � iNl 1 COVAM M 0117ld • MW PUNsG - o.OL .w$ M& OIIL N? SFIs:GSF-96A2ree:Atch 1209 1219,96 r Signature of Notary Public _ r Page 11 of 13 Order. 9966290 Description: 97.488005 Page 11 of 19 Comment: Sarah STATE OF CALIFORNIA } Gas 0t' .i s ) ss. COUNTY OF 1✓ } On _�Wf ..1., t 19 °t? , before me, the undersigned, a Notary Public in and for said State, personally appeared M t KE ObffE P—TS personally known to me or proved to me on the basis of satisfactory evidence to be the person who executed the within instrumcnt as the member of the limited liability company that executed the within instrument, end Acknowledged to me that such limited liability company executed the same. WITNESS my band and official seal. r I if .. Nl-- -dbwwv Kajoo -"r Signanwo bf Notary' Public coup-r own& am"" DW It. 1N7 � SFh:G.SF-%Agmc:Atch J 208 12N.96 Pagc 12 of 13 Order 9966290 Description: 97.488005 Page 12 of 18 Comment: sarah EXHIBIT LEGAL DESCRIPTION OF PROPERTY LOT I OF TRACT NO. 14352, IN THE CITY OF HUNTINGTON BEACH, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP FILED 1N BOOK 757, PAGES 29 AND 30 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF ORANGE COUNTY, CALIFORNIA. EXCEPTING THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES LYING BELOW A DEPTH OF 500 FEET WITHOUT ANY RIGHT TO ENTER UPON THE SURFACE OR THE SUBSURFACE OF SAID LAND ABOVE A DEPTH OF 500 FEET, AS PROVIDED IN INSTRUMENTS OF RECORD. Page 13 of 13 Order: 9966290 Description: 97.488005 Page 13 of 13 Comment: sarah ILLEGIBLE NOTARY SEAL DECLARATION GOVERNMENT CODE 27361.7 I certify under penalty of perjury that the notary seat on the document to which this statement Is attached reads as follows: Name of Notary �E-74L n L I 5 ER / A/ I Date Commission Expires DEC, / 2 � -- / 5-5 7 Notary Identification Number , 0 iFor Notaries commissioned after 1.1-1992) • Manufacturer/Vendor Identification Number IFor Notaries commissioned after 1.1.1992) Place of Execution of this Declaration - Date %' 2-30- 7 U//.ivpomrr it trip ninth (f um)• Aetv,cv- d0a,;X1- Order. 9966290 Description: 97.468005 Page 14 of 18 Comment: sarah Third Block west Property Acquisition History 28 26 24 22 20 l8 16 14 12 10 8 6 4 2 27 25 23 2l 19 17 15 13 11 9 i 3 1 AP # Lot(s) Purchase Purchase From Whom Purchased Date Price 024-143-4,25 16.18.20.22.24.26 MUM $100,000 Henrickson 024-143-23.24 15,17.19.21,23,25.27 05426M $105,000 Phillips Petroleum 3 ► 3 ► a +r► 024-143-17 2,4.6,8 03/31/571 Kotler 307. Frrfl- 024-143-12 1,3 03/31/871 $1.900.000 Koller 3 o 3 /pwp;, 024-143-19 19 04/08/87 $290,000 Koury 310 Fr Q1, 024-143-01 28 05127/38 $165,000 Shanddek 3 2f ft /�. 024-143-11 5 05/02/38 $194,500 Koury 3 0'5 Mm o, 024443-09 9 12/14/39 $330.000 James 30 Q #141 A 024-143-10 7 10/13/86 S325,000 Coastal Development Group 3a7 n?Q, 024-143-08 11,13 06/08/39 $315.270 So Cal Gas 31t JM41,1 071-III -ID l n- 1 map not to stela 411w 7/y -ell . Mprarft %wool 01nSS7 Order. 9966290 Description: 97.488005 Page 15 of 18 Comment: sarah CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of 0,,4 County of _01-a'07!Z , On �319- before me, _�!f7--4g � on* Name VV We d Onw (e ¢,'J Harry PWr personally appeared/ Namr(�d SK'i�wW ❑ ersonally known to me proved to me on the basis of satisfactory evidence to be the personM whose named y ` re subscribed tq the within instrument and ack�ged to me that A&y executed the Sam In authorized capacity(ies), and that by M62>rwir signature(e) on the instrument the person(s), or the entity upon beha.f of which the person(s) E� NG acted, executed the instrument. Commimlon N t 15=1 Nofory Puoilc-CofforNa WITNESS my hand and official seal. cxwVe County rhy t,.arrrn. des I4x,12q.200� G OPTIONAL Thoug►► tha lnrormallon bokm is nor mqulrod by law. 7 may prove vafuab►e to persons m ying on the dxvff*nt and roula prevent fraudulenf removal and real wftant sf this form 10 another document. Description of Attached Document Title or Type of Document:_ Document Date: Fa Number of Pages: Signer(s) Other Than Named Abovel,?Ae-�,fe-fl r Capacity(loo Claimed by Signero) � Signer's Name: r/ A144.� ❑ Individual C4 Corporate Officer Title: ❑ Partner— C1 Umited Cl General ❑ Attorney -in -Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other ioa c1 r^ir^o two s } Signer Is Representing: Signer's Name: ❑ Individual ❑ Corporate Officer Title(s): D Partner — ❑ Limited ❑ General ❑ Attorney -in -Fact U Trustee ❑ Guardian or Conservator MWIPPM ❑ Other I r,,a & rum" Signer Is Representing: C IVA Nawls, Nora,y Mwmw •8236 Rrrrnal 4w.• P.O. box 7164 • Car" rok. G 913M7161 Corder. 9966290 Description: 97.488005 Page 16 of 18 Pmd. No. $301 Comment: sarah Rwrwr. Crr 16&r r" i-Wo e7 MY CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of County of �tas' On 9/.73/97 before me, F/,zAACM ran DM M mm NM Tres d Oecm ;8 . Jw Nawy Fu ticl ' personally appeared !!h e'l eru4 , 2 Q '6cry/a' 4d sqM ' persor.a!ly known to me proved to me on the basis of satisfactory evidence to be the persorowhose narn6is�ubscribed to the within Instrument and acknowl to me tha executed the same I hei uthorized capacftfriesk and that by hiWbetheir ignatunq s on the instrument e persor((s Q or the entity upon behalf of which the persor(s i ELIZA TH ET1R:nG acted, executed the instrument. Commission A 11=21 -: Noicy PuDiic - cortornla WITNESS my hand and official seal. Orange COLAfy et'4!�� C el ByyRn o1 Nnry v /L/-, OPTIONAL Moog'? the Mrrormallon below Is not required by law, /r may prove vwfunbre to persons relyrng on Me document and could prevent l..,audulent removal And reaffacnrrrenl 01 this toem to another document. Description of Attached Document Title or Type of Document: : -1J1- - -3/ / y r Document Date: -, — Number of Pages: l- SigneOOther Than Named Above: -r' capacitj 1es Claimed by Sign o Signer's Name: ❑ Individual V Corporate Officer TitleM:XPLfc�.�i(!e �llrcicil 0 Partner — ❑ Limited ❑ General ❑ Attorney -In -Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: roa 0' 779j-rr1DhW4V# Signer Is Representing: Lseew.,L ; Q sa Signer's Name: .,�)Q vir�( el ❑ Individual * Corporate Officer TdleW: eA i &" f ❑ Partner— ❑ Limited ❑ General ❑ Attomey-in-Fact ❑ Trustee ❑ .Guardian or Conservator ❑ Other. Tap of Toro r " Signer is Representing: p tg95 kaeaW Norry Auoc�rm • 9Z36 Aarrn�t !1N . P.O. ea 718� • Carop� � C'► Y' �04111H Order. 9966290 Description: 97.488005 Page 17 of IS PMO No 5W IMOnur.CMTO -Fm 1-BOD4764U? Comment: sarah CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of e[Y4,Cn .S.a.,. o County of 00ra 1,LV , Q On �": +te r �3 /457 before me. 44ze •-a_ A /I�e itJ� IJv rcc.%C�c, Case Na" V4 7r% Of oecar La Q . -,lax Ooa. Notl7WtNn personally appeared iL1.4Y1.i�2 rG� L. 9,C-,-1X y rsonally known to me- -�yed if, =- Q"hQ W6;6 Of GaI;6I@-­LaULda= to be the personts). whose name N)IMwesubscribed to the within instrument and acknowledged to me that t#�w executed the same in hh%j2 tJteirauthodzed capacity(aee), and that by ftjei v4eir signature* on the instrument the pars . tAMAjk N030H or the entity upon behalf of which the person(s) acted, Cornm>tlon 0 toee263 executed the instrument. wary pLtk -Como" ororEv uA# WITNESS hand and official seal. �w c«rYn � � X. toor � S "-"of a1 Kata7 Pubft PTIONAL Though the yrfomatian below 1s not mquired by law, it may pro ra valuable io persons raying on the document and could prevent fraudulent removal and reatracrlment or tnEs Bonn to another document. Description of Attached Document Title or Type of Document: Document Date: 3� Number of Pages: �3 Signer(s) Other Than Named Above: r tzz ? lade a __ rtd C. 4 * �s�, %1 Capacity(ies) Claimed by Signer(s) Signer's Name: iCt b r tee 4. � r J ' I-1 u C Guard Individual Corporate Officer Trtle(s): Partner — Z Limited 0 General Attorney -in -Fact Trustee Other. Signer Is Representing: Signer's Name: 0 Individual LJ Corporate Officer Ttle(s): ❑ Partner — ❑ Limited I. 1 General :3 Attomey-in-Fact (] Trustee t_I Guardian or Conservator U Oder: roo o+nur-o rwfe Signer Is Representing: C 1 M W-wi l Nary Asswwom •"Hq~.. A.@ . P.O. &.■ 7104. C.Aroga Paw. CA 21304.71 is Order 9966290 Description: 97.488005 Page 18 of 18 Prod Na W7 Comment. sarah lqw~ W-W rf" 7400-vwwi CITY OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK COVNIE BROCKWAY CITY CLERK -September 23, 1997 Gary L. Granville, County Clerk -Recorder P. O. Box 238 Santa Ana, CA 92702 CALIFORNIA 92648 Enclosed please find Deed No. 5649 to be recorded and returned to the City of Huntington Beach, Office of the City Clerk, 2030 Main Street, Huntington Beach, CA 92648. Please conform the enclosed copy of the deed and return to this office in the enclosed self-addressed stamped envelope. �w Connie Brockway, CMC City Clerk Enclosures g-Vollowupldeedltr:Deed 5649 - JT Development Company, LLC & City of Huntington Beach Received by: ��• ` "`�`'' '' Date: W?& Escrow No.2 S��71_q Gafollo%wpldccdltr:7TDcvciopmcnt/Cit} jc 6U11 ,01? 7171--d- -- ITelephone:714.536-5227) .. M J1 OFFICE OF THE CITY CLERK CITY OF HUNTINGTON BEACH n y ;�: �� INTER -DEPARTMENT COMMUNICATION - MUNnNGTON BEACH , • - 1 [' 1 C; , Y , T TGr.NEY 1`1'iJ171N:,TQ,4 +~EACH TO: David Biggs, Econom1pJDevebpment Director FROM: Janelle Case, Deputy_P�i-Cler SUBJECT: Grant Deed — Redevelopment Agency — JT Development Company, LLC Th.rd Block West DATE: December"! 1, 1998 Grant Deed No. 5649 between the above mentioned subjects was picked up by Orange Coast Title Company messenger on September 23, 1997 and was to be taken to the Orange County Recorder for recordation with a conformed copy to be returned to the City as well as the recorded Grant Deed. As of todays date the Grant Deed has not been received by the City. The following is a brief summary of the steps the City Clerk's Office has taken to secure a copy of this recorded Grant Deed. On January 5, 1998 a memo was sent to Scott Field regarding a request for a timeline as to when the City Clerk's Office would receive the Grant Deed. On February 27,1998 the City Clerk's Office called Orange Coast Title Company and was told that the Grant Deed had recorded on September 24, 1997 and they would send a copy that day. On May 15, 1998 the City Clerk's Office called Orange Coast Title Company again and was again assured that they would send a copy of the recorded Grant Deed that day. To this date the City Clerk's Office has not received a copy of Attachments CC: Scott Field ✓'e �From the Desk Of. -%laybrice l..-Tfenry Deputy City Cferk City of Huntington Beach Phone: (714) 53652Og To: *- (-- Fax: (714) 374-1557 Dane: 114* _ Cchx�.�uclr� rub 9,,1 Z�2!/97 a-, jl&� 0-� ae�d CO a rn -� o-� 1 ri�� G C) N 4 P. O. Box lg0 - 2000 Nain Street - 9funtington Beach, Caffornia g2648 CITY OF HUNTINGTON BEACH InterOffice Communication Economic Development Department TO: Connie Brockway, City Clerk FROM: David C. Biggs, Director of Economic Development ry DATE: . September 23, 1997 SUBJECT: Grant Deed for Third Block West Conveyance Transmitted herewith is the original grant deed for the conveyance of the Third Block West site to 3T Development Company. The grant deed requires the attestation of the Agency Secretary (City Clerk). The signatures of the Agency Executive Director, Director of Economic Development, and Agency Counsel (City Attorney), have been secured and 'notarized, as have the acceptance signatures of the principals of ]T Development. Your attestation would be provided under the authority set forth in the Amended & Restated Disposition and Development Agreement (DDA) approved by the Redevelopment Agency dated December 16, I996. Specifically, Section 105 ' (page 3) which empowers the Agency Executive Director or his designee to takelmake any actionslapprovals required under the DDA, which includes site conveyance. Specifically, Section 202, commencing with Page 9, and Section 206, Page 13, regarding time for and place of delivery of deed. Please sign where indicated and call me when it is ready. I will have the escrow company messenger pick up the grant deed from your offize; the escrow/title company will hold it for recordation when we are ready to close the transaction. It is anticipated that the grant deed will record and escrow will close on September 26th. Please retain a copy of the fully executed original for your files, and provide my office with a copy, as well. Upon recordation, the grant deed will be returned by the County Recorder to the Agency (City) and will need to be held by the Agency Secretary (City Clerk) in our permanent records. Thank you in advance for your assistance. DCB:ls Attachment (g:projccts:third:record) CITY OF HUN'TINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK September 23, 1997 Gary L. Granville, County Clerk -Recorder P. O. Box 238 Santa Ana, CA 92702 CALIFORNIA 92648 Enclosed please find Deed No. 5649 to be recorded and returned to the City of Huntington Beach, Office of the City Clerk, 2000 Main Street, Huntington Beach, CA 92648. Please conform the enclosed copy of the deed and return to this office in the enclosed self-addressed stamped envelope. dxx;L%Jw Connie Brockway, CMv City Clerk Enclosures g:Vollowupldeedltr:Deed 5649 - JT Development Company, LLC & City of Huntington Beach Received by: Date: 9 sr 97 Escrow No..013.2 6-1 — 7;q� G:Volloi;upldccdltr:]TDcvclopmcnt/City jc ITNe phone: 714536-52V i �, @ CITY OF HUNTINGTON BEACH 0 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK COME BROCKWAY CITY CLERK September 23, 1997 Gary L. Granville, County Clerk -Recorder P. O. Box 238 Santa Ana, CA 92702 Enclosed please find Deed No. 5649 to be recorded and'returned to the City of Huntington Beach, Office of the City Clerk, 2000 Main Street, Huntington Beach, CA 92648. Please conform the enclosed copy of the deed and return to this office in the enclosed self-addressed stamped envelope. Connie Brockway, CMC City Clerk Enclosures gAfollowupldeedltr.Deed 5649 - JT Development Company, LLC & City of Huntington Beach Received by:�'�'` Date: 9 ZA 97 Escrow No. - 2,5.2 LT/— 7;V G -.Vol Ioti►vpldcedltr:]TUcvclopmcnt/Ci ty : jc 6F-ail C or% -ST -T, (Telephone. 71453s32271 CITY OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK March 20, 2000 Mr. John Marconi, President Orange Coast Title Company 640 N. Tustin Avenue, Suite 106 Santa Ana, CA 92705 Dear Mr. Marconi: SUBJECT. GRANT DEED —THIRD BLOCK VIEST CALIFORNIA 92648 I have enclosed a copy of a grant deed that your company recorded after inserting a different legal description than the legal description that was in the original deed sent by my office via Escrow No. 23251-TA, O. C. Title Co. #M66290-3. The legal description that was inserted in the deed after it left the City Clerk's custody was inserted to Improve the document. However I am concerned that the document was not returned to the Clerk's Office so that the Mayor and myself could have our signatures on the deed re -acknowledged before a Notary Public. The City Clerk's Office must be able to continue to rely on Orange Coast Title Company, and I cannot do so now that a duly notarized document was changed without return to me for re -acknowledgment. I would like information as to how this could have occurred. Sincerely, P Connie Brockway City Clerk (714) 536-5404 Enclosures: Letter to Gary L. Granville dated 9123/97 Cover Letter from Marie E. Atienza, dated 2/23199 and Unrecorded Grant Deed Recorded Grant Deed G: CBMemoslMa=ni letter.doc GB:le (Telephone: 714-53"227) 1/'/ RECORDING REQUESTED BY: AND WHEN RECORDED MAIL TO: CoAWT B2z0Cx11•-qy CM CCERX Crzy of9-r'tt9MAV- TON 3TAC-"Lr P O Box Igo/2000 -'AtAr-',VSTRE2r 1rUN77NrrT0TrBE-qC�(C-A 92648 Use) �• i - (Space Above for Record_r's The undersigned Grantor declares: Documentary transfer tax is 52,37-,,r.90- (X) Computed on full value of property conveyed THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH By: its: G,Vi !✓1_G Dated: , 19Y,7, For a valuable consideration receipt of which is hereby acknowledged, The REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH, a public body, corporate and politic, of the State of California, herein called "Grantor", acting to PGgelof13 S FIs:G:SF•96Agree:Atch 1203 1Z+9r95 This document Is solely Tor :they T2x-E xeMpt•C_ver,-r:c-1 Alter o: ticial the City CITY Of eEAL of E?:::,t:.�• -:�:. ^.: _:`►. :,� cc::ems— � ' l r-iateQ _..:.f• a:. .a_ carry out the Subarea 5 of the Redevelopment Plan, herein called the "Project Area," under the Community Redevelopment Law of California, hereby grants to JT DES'€LOPIMENT COMPANY, LLC, a California limited liability company, herein called "Grantee," the real property hereinafter referred to as "Prop=rt}•," described in Exhibit A attached hereto and incorporated herein, subject to the exceptions, reservations, restrictions and covenants described herein. 1. Grantor excepts and reserves from the conveyance herein described all interest of the Grantor in oil, gas, hydrocarbon 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, bta without, however, any right to use either the surface of the Property or any portion thereof wittin 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. 2578, as amended by Ordinances No. 2634 and 3343 of the City Council of the City of Huntington Beach, pursuant to that certain Amended and Restated Disposition and D.-velopment Agreement entered into between Grantor and Grantee dated December 16, 1996 (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. - Until July 18, 2018, the G:zntee shall not develop or use the Property other than for the development permitted and the uses specified in the applicable provisions of the Redevelopment Plan for the Project Area (or any arnendments thereof approved pursuant to paragraph 11 of this Grant Deed). 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 not develop, maintain, use or operate the Property other than as follows: a. Within the time provided in the DDA, Grantee shall develop the Property for residential housing, office, and retail uses as set forth in the DDA. b. Grantee shall maintain the improvements on the Property in conformity with the Huntington Beach Municipal Code applicable to the Property under the terms of the DDA, and shall keep the Property free from any accumulation of debris or waste materials. Grantee shall also maintain the required landscaping in a healthy condition. Page 2 of 13 SF/s:G:SF-96Ag ecAtcht20S 1219196 If, at any time, Grantee fails to maintain the landscaping as required above, and said condition is not corrected after expiration ofmirty (30) days from the date of %wrtten notice from the Grantor, either the Grantor; or the Cite• of Huntington Beach may perform the necessary maintenance and Grantee shall pay such costs as are reasonably incurred for such maintenance. S. Prior to issuance of a Certifica:: of Completion for the Property, or the applicable Lot thereof, the Grantee shall not place or suffer to be placed on the Property, or the applicable Lot thereof, any lien or encumbrance other than mortgages, deeds of trust, or any other form of conveyance required for financing construction of the improvements on the Property, and any other expenditures necessary and appropriate to develop the Property pursuant to the DDA, and, during such period, the Grantee shall not enter into any such conveyance for financine without prior written approval of Grantor pursuant to the terms of the DDA. No approval will be given for a conveyance of the Property to finance the construction of improvements on real property other than the Property and all off -site improvements required in connection therewith. 6. Prior to issuance of a Certifica:1- of Completion for the Property or the applicable Lot thereof: a. The Grantor shall have the right at its option to reenter and take possession of the Property, or the applicable Lot thereof, hereby conveyed, with all improvements thereon, and to terminate and re►•est in the Grantor tt a Property, or the applicable Lot thereof, hereby conveyed to the Grantee if the Grantee (or its successors in interest) shall: i) Fail to commence the construction of the Improvements as required by paragraph 4(a) of this Grant Deed for a period of sixty (60) days after written notice thereof from the Grantor, provided that Grantee shall not have obtained an extension or postponement to which Grantee may be entitled; or ii) Abandon or substantially suspend construction of the Improvements required by the DDA once commenced for a period of sixty (60) days after written notice thereof from the Grantor, provided that Grantee shall not have obtained an extension or postponement to which Grantee may be entitled; or iii) Transfer, or suffer an involuntary transfer of, the Property, or any Lot thereof, in violation of this Grant Deed or the DDA and fail to cure such violation within sixty (60) days after receipt of written notice thereof from the Grantor, provided that Grantee shall not have obtained an extension or postponement to which Grantee may be entitled; but iv) A'otwithstanding the time limitations in subsection (i), (ii), and (iii), so long as Grantee is proceeding with reasonable diligence to correct or cure Pare 3 of 13 SF1s:G:SF-96Ap:e:Atch1208 1219196 f any cause set forth in such subsections, such time limitations shall be the time necessary to comp!:te such correction o: cure. b. The right to reenter, repossess, terminate and revest shall be subje be limited by and shall not defeat, render invalid, o:1:-tit: i) Any mortezze or d::S of trust or other security interest perrr by the DDA; or ii) Any rights or interests provided by the DDA for the protectk the holders of such mortggzs er d:e%:s of trust or other security interests. C. In the event title to the Prop..-zy or any parcel thereof is rcvested i- Grantor as provided in this paragraph b, the Gra.-tto: shall use its best efforts to resell the Pro, or an), such parcel thereof, as soon and in such r: inner as the Grantor shall find feasible consistent with the objectives of state redevelop:=a* law and of the Redevelopment Plan qualified party or parties (as determined by the (;-rantor) rho vill assume the obligatic making or completing the Improvements or such other improvements in their stead as she satisfactory to the Grantor and in accordance «i:� the uses specified in the DDA for Property, or parcel thereof, and specified in the Re.'eielopment Plan. Upon such resale c Property the proceeds thereof shall be applied: i) . First, to reimburse th_ Grantor, on its otln behalf or on belt the City of Huntington Beach, for all costs and expenses incurred by the Gr including but not limited to, salaries to personnel engaged in such actio: excluding Granto=s general overhe2'_• expense), in connection with the rep management, and resale of the Property, or parcel thereof, (but less any i! derived by the Grantor from the Property, or parcel thereof, in connectio such management); all taxes, assessments, and stater and sewer charge respect to the Property, or parcel thereof which the Grantee has not paid, the event the Property is exempt from taxation or assessment of such c during the period of ownership thereof by the Grantor, an amount equal - taxes, assessments, or charges, as determined by the County assessing off, would have been payable if the Prope,,y were not so exempt); any paymen, or necessary to be made to discharge any encumbrances or liens existinE Property, or parcel thereof, at the time of revesting of title thereto in the or to discharge or prevent from attaching or being made any sut encumbrances or liens due to obligations, defaults, or acts of the Gra successors or transferees; any expenditures made or obligations incurs respect to the malting or completion of the Improvements on the Prc applicable parcel thereof; and any amounts otherwise owed to the Grant( Grantee and its successor or transferee in connection with the DDA; and S F/s:G:SF•95AS. a e:Atch124S !21"S Page 4 of 13 ii) Second, to reimburse the Grantee, its successor or transferee, up to the amount equal to the sum of: (1) the Purchase Price paid to the Grantor by the Grantee for the Properly (or allocable to the part thereof) ; and (2) the costs incurred by the Grantee for the development of the Property and for the improvements existing on the Property at the time or reentry, and repossession, including costs for plans, reports, studies and other like matters; and (3) all funds advanced by Grantee in connection with acquisition of the Third Party Parcels or clearance, environmental testing and remediation of the Site; less (4) any net gains or income withdra«-n or made by the Grantee from the Property or the improvements thereon. iii) Any balance remaining after such reimbursements shall be retained by the Grantor. 7. The Grantee agrees for itself and any successor in interest not to discriminate upon the basis of race, color, creed or national origin in the sale, lease, or rental or in the use or occupancy of the Property hereby conveyed or any part thereof. Grantee covenants by and for itself, its successors, and assigns, and all persons claiming under or through them that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the Property, nor shall the Grantee itself or any person claiming under or through it, establish or permit any such practice'or practices of discrimination or segregation Mth reference to the selection, location, number, use or occupancy of tenants, lessees, sub -tenants, sublessees, or vendees in the Property. The foregoing covenants shall run with the land. S. Prior to the issuance of the Certificate of Completion of the Property (as defined in the DDA), the Grantee shall make no appeal or challenge of an assessment of the fair market value of the Property for property tax purposes that would result in reducing the assessed value below Two Million One Hundred Fifty Nin: Thousand Dollars (52,159,000.00). 9. Upon the issuance of the Certificate of Completion for the Property pursuant to the DDA and for the following seven (7) years, the Grantee and its successors and assigns shall make no appeal or challenge of an assessment of the fair market value of the "Commercial Lots" (as defined in the DDA) for property tax purposes that would result in reducing the assessed value below Seven Million Five Hundred Thousand Dollars (S7,500,000.00), as aggregated across the Commercial Lots. The foregoing shall not prevent a reassessment below Seven Million Five Hundred Thousand Dollars (57,500,000.00) in cases of damage or destruction of all or a portion of the Improvements on the Commercial Lots, pending reconstruction of the Improvements. The assessed value may bt spread across the Commercial Lots on any basis, so long as the aggregate value is met. Except for temporary reduction in the event of damage or destruction as set forth above, should the assessed ~value of the Commercial Lots be reduced such Pace 5 of 13 sF/s:G:sF•95Agree:Atch120S 12/9196 that the total assessed value of the Commercial Lots is less than Five Million Dollars S5,000,000.00) as aggregated across the Cor-unercial Lots, ther. the Grange and its successors and assigns shall agree to an increase in assessed value to not less than Five iMiIIion Dollars (S5,000,000.00). The foregoing shall apply to all transfers, assignments and banlauptcy proceedings, but shall terminate in the case oft transfer due to a foreclosure or deed in lieu of foreclosure to a commercial lender unaffiliated to Grantee. Upon the transfer of all interest in the Property by Grantee or any successor to an unaffiliated entity, the transferor shall have no further liability with respect to events occurring after the date of transfer. Following the seventh (7th) anniversary of the initial issuance of the Certificate of Completion for the Property, Grantor shall, at Grantee's request, execute, acknowledge and deliver to Grantee a document, in recordable form, acknowledging the termination of the provisions of this paragraph, and that these provisions are of no further force or effect. 10. Ylo 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 or the DDA; 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, trust sale or otherwise. 11. All covenants contained in this Grant Deed shall be covenants running with the land. Grantee is obligated to develop the Improvements on the Property and the covenants contained in paragraphs 5 and 6 shall terminate and shall become null and void upon recordation of a Certificate of Completion issued by Grantor for the Property, or the applicable Lot therein. Every covenant against discrimination contained in paragraph 7 of this Grant Deed shall remain in effect in perpetuity. 12. All covenants without regard to technical classification or designation shall be binding for the benefit of the Grantor, and such covenants shall run in favor of the Grantor for the entire period during which such covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land or interest therein to which such covenants relate. Subject to the applicable cure periods as set forth in Section 501 of the DDA, the Grantor, in the event of any breach of apy such covenants, shall have the right to exercise all rights and remedies and to maintain any actions at la%v or suits in equity or other proper proceedings to enforce the curing of such breach. 13. Both before and after recordation of a Certificate of Completion, both Grantor, its successors and assigns, and Grantee, and its successors and assigns, shall have the right to consent and agree to changes in, or to eliminate in whole or in part, any of the exceptions, reservations, restrictions or covenants contained in this Grant Deed without the consent of any tenant, lessee, easement holder, licensee, mortgagee, trustee, beneficiary under a deed of trust or Page 6 of 13 sFls'G:sF-96AgrccA[ch1203 1219,96 " that the total assessed value of the Commercial Lots is less than Five R-fillion Dollars S5,000,000.00) as aggregated across the Commercial Lots, then the Grantee and its successors and assigns shall agree to an increase in assessed value to not less than Five Million Dollars (S5,000,000.00). The foregoing shall apply to all transfers, assignments and bankruptcy proceedings, but shall terminate in the case of a transfer due to a foreclosure or deed is lieu of foreclosure to a commercial lender unaffiliated to Grantee. Upon the transfer of all interest in the Property by Grantee or any successor to an unaffiliated entity, the transferor shall have no further liability with respect to events occurring after the date of transfer. Following the seventh (7th) anniversary of the initial issuance of the Certificate of Completion for the Property, Grantor shall, at Grantee's request, execute, ackno%viedge and deliver to Grantee a document, in recordable form, acknowledging the termination of the provisions of this paragraph, and tha. these provisions are of no further force or effect. 10. No violation or breach of the covenants, conditions, restrictions, provisions o_ limitations contained in this Grant Deed shall defeat or render invalid or in any .ray impair the lien or charge of any mortgage or deed of trust or security interest permitted by paragraph 5 of this Grant Deed or the DDA; provided, however, that any subsequent owner of the Property shall be bound by such remaining covenants, conditions, restrictions, limitations and provisions, whether such ovmees title was acquired by foreclosure, deed in lieu of foreclosure, trust sale o: otherwise. 11. All covenants contained in this Grant Deed shall be covenants running with the land. Grantee is obligated to develop the Improvements on the Property and the covenants contained in paragraphs 5 and 6 shall terminate and shall become null and void upon recordation of a Certificate of Completion issued by Grantor for the Property, or the applicable Lot therein. Every covenant against discrimination contained in paragraph 7 of this Grant Deed shall remain in effect in perpetuity. 12. All covenants without regard to technical classification or designation shall be binding for the benefit of the Grantor, and such covenants shall run in favor of the Grantor for the entire period during which such covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land or interest therein to which such covenants relate. Subject to the applicable cure periods as set forth in Section 501 of the DDA, the Grantor, in the event of any breach of any such covenants, shall have the right to exercise all rights and remedies and to maintain any actions at la%v or suits in equity or other proper proceedings to enforce the curing of such brea:h. 13. Both before and after recordat_on of a Certificate of Completion, both Grantor, its successors and assigns, and Grantee, and i-s successors and assigns, shall have the right to consent and agree to changes in, or to eliminate in whole or in part, any of the exceptions, reservations, restrictions or covenants contained in this Grant Deed without the consent of any tenant, lessee, easement holder, licensee, mortgagee, trustee, beneficiary under a deed of trust or Pa3e 6 of 13 SF1s:G:S F-95A2re c:Atch1203 122/9195 any other person or entity having any interest lass than a fee in the Property. The covenans contained in this Grant Deed, without regard to technical classification shall not benefit or be enforceable by any owner of any other real proa.rty within or outside the Project Area, or any person or entity having any interest in anv other such realty. Any amendments to the Redevelopment Plan which change the use; or deveiopnient permitted on the Property, or otherwise change any of the restrictions or controls that apply to the Property, shall require. the vtiYitten consent of Grantee, or the successors and assigns of Grantee in and to all of the fee title to the Property, but any such amendment shall not require the consent of any tenant, lessee, easement molder, licensee, mortgagee, trustee, beneficiary under a deed of trust or any other person or entity having any interest less than a fee in the Property. All capitalized terms not otherwise defined in t:�is Grant Deed shall have the meaning prescribed for that term in the DDA. Page 7 of 13 5 Fls:G:S F-95Agrcc:Atch 1203 12►9196 • • III' WITNESS WHEREOF, the Grantor and Grantee have caused this instrument to be executed on their behalf by their respective officers hereunto duly authorized, this, 3r"day of Sc me,1997. THE REDEVELOPMENT AGENCY OF THE CITY OF I -MU 'GTON BEACH, a public body corporate and politic B}•:' ►Michael T. Uberuaga, Execu • e Director By: Divid Biggs Director of Economic Development ATTEST: ad%ruU Xle, _ Agen y Clerk- 9 s/97 APPROVED AS TO FORh1: r . Gail Hutton, Agency Counsel [Signatures Continued on Next Page) Pav�$of13 SF/s:G:S F-96Ag recAtch 1203 1219196 The undersigned Grantee accepts title subject to the covenants hereinabove set forth. 3T DEVELOPMENT COMPANY, LLC, a California limite liability compahy n By: JcE i lotson By: John Tsai r ` At By: L Mike Roberts Page 9 of 13 SF/s:G:SF 9SASree:Atch1203 1219/96 STATE OF CALIFORNIA ) COUNTY OFF .. E ) On , of a�?, I n7c 7 , before me, the undersigned, a Votary Public in and for said State, personally appeared I 1rL. , , sc•, I ' -- , personally known to me or proved to me on the basis of satisfactory evidence to be the person who executed the within instrument as the member of the limited liability company that executed the within instrument, and acknowledged to me that such limited liability company executed the same. VgTNESS my hand and official seal. k�.. K LL ALBERINi -.s-� Comm. 0101139fi *I:TARY PUBLIC . cALIFoP1;.Pry� ANEASIOE COUNTY ,,. C.onr+l E.vk.s tie. It. 1i4' •+ 1 STATE OF CALIFORNIA ) L.CS Anc ks ) ss. COUNTY OF A}✓ ) y� Signature ofA'otary%Public" On - fQ� , d-'), f gc}— -. , before me, the undersigned, a Notary Public in and for said State,' personally appeared _ DcHAl iT A\= personally known to me or proved to me on the basis of satisfactory evidence to be the person who executed the within instrument as the member of the limited liability company that executed the within instrument, and acknowledged to me that such limited liability company executed the same. WITNESS my hand and official seal. f i `:!— •: FWVlft"X COUNTY � >� DK 12. t947 i4 SF1s:G:SF-96Agree:A1ch 120& 12/9,'95 Signature of Notary Public Page I 1 of 13 STATE OF CALIFORNIA } _ &s Ck"--__(t5• COUNT TY OF (} Pn rE ) On • `)7 before me, the undersigned, a Notary Public in and for said State, ersonally appeared )I- Rc-,&CP.i S -rf , personally kno%%m to me or proved to me on the basis of satisfactoryevidence to be the person %vho executed the within instrument as the m! nber of the limited liability company that executed the within instrument, and acknowledged to me that such limited liability company executed the same. WITNESS my hand and official seal. ... _. t►L.13E�Itii � �.:—� . Orw ue1. * 101 t 3m .!=A"PUr-X. C-kLVO V..� Signature bf Notary Public FPI eGP" E COUNTY 1 C*..t >=W&" D.c. 12. 1-7 A r $Fts:G:SF-96Agre a:Ateh 1203 119-196 Pace 12 of 13 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY Block 304 of Huntington Beach Tract, County of Orange, as per map recorded in Book 3, page 36 of Miscellaneous Maps in the Office of the County Recorder of said county. Page 13 of 13 SF1s:G:SF•96Agree:Atch 1208 1219196 ' . Third Block West Property Acquisition History 28 26 24 22 20 18 16 14 12 10 8 6 4 2 AP rr Lot(s) 024-143-4,25 16,18, 20,22,24.26 024-143-23,24 15,17.19,21,23.25,27 024-143-17 2.4.6.8 024-143-12 1,3 024-143-19 19 024-143.01 28 024-143-11 5 024-143-09 9 024-143-10 7 024-143-08 11.13 074-143-10 }ZI{j s+praj%bY +acgh:st 01116.'97 27 25 23 21 19 17 15 13 I1 9 5 3 1 Purchase Purchase From Whom Purchased Date Price 09102l76 $100,000 Henrickson 3 �G 05/26r77 $105.000 Phillips Petroleum 3.13 r a 03/31/87] Koller 3 01 03/31/871 $1.900,000 Koller 343 m4j A 04/08/87 $290,000 Koury 310 PtPfl, 05127/88 S165,000 Shandrick 3 2f f-1 AY', 05/02188 $194,500 Koury 3 D'� M r.1& 12/14/89 $330.000 James .30 Q Maw Y1 10113188 $325,000 Coastal Development Group 3, 06106/89 $315,270 So Cal Gas Ya map not to sca'e CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of County of On Ware me, fJi� Oct tra^+r &-J Tcr W O"._r• 1+ personalty appeared Z1/ �scnally known to me roved to me on the basis of satisfactory evidence to tie tine personal whose nameTs =esubscribed tq the within instrument and acknowledged to me that execj'ed the sama in p authorized capacity(), and that by ' rher^h 'r signatureM on the instrument the persoa;3j, or the entity upon behalf of which the person;) �1# �acted, executed the instrument. Co..nm;15X21 t:o�oy P�a�c-Cc�tomio f_ WITNESS my hand and official seal. Oro^ge County a,A.i^29,2M OPTIONAL Though the lmlom. arroa beloiv is not required by ta.V it may p cve va!u35le to Parsons relying on Me document 2'rd could pre : •:r fravdulent rem2val and rev,achme-; of this form to another documant. Description of Attached Document Title or Type of Document: [4�4ir.- iCJc Document Date: , Number of Pages: Signers) Other Than Named Above �o?lafe/ T Capacitype) Claimed by SignerM Signer's Name: efr&ef Individual Z Corporate Officer Titlets): - Partner — ff Limited w General C Attorney -in -Fact C. Trustee Guardian or Conservator . , r Other: Top c' _•rb here d � Signer Is Representing: Signer's Name: J C Individual Corporate Officer Title(s): Partner —G Limited 0 General Attorney -in -Fact Trustee Guardian or Conservator Other: Signer Is Representing: Tca a' mwnb he•e 0199SNV-0-8 lyaasx.ra,•S211F.r-v.+r:a.r.,P06:a':EA-CA%2-&P0`cCA913:i-!'I P:xK252:7 Fe:,=r-Ca7To:-i.r*�•!}:!'!t!2' CALIFORNIA ALL-PURPOSC ACKNOWLEDGP,3ENT State of County of Qttt�r�o� On 9 a 3 ?7 before me, Ct'a r:a-a a-: i:a :'0'4:*1 •:r, C: AZ --- - personally appeared /�Jic�j�e� l U.6traGrc a� ���'� igr-s personally knovm to me proved to me on the basis of satisfactory e':idence to be the perso is ti•:hose nam6:is _re ubscribed to the within instrument and ackno►v -ed to me that-h-e-'slc:eEey executed the same � i.n_4- y-e hei .authorized capacit ies , and that by hiss eheir ignatur s1 on the instrument the db persons or the entity upon behalf of which the persona -ZAS c,ZthG acted, executed the instrument. _ CrNS57an 115X21 ire No'cy?ua,'c-CoOcrnia WITNESS my hand and official seal. Orange Co„nfy fey COr 2A );V i A.,g 29. 2)01 s S.I.A iet 01 N9:a-f PYWC OPTIONAL Thoug'1 the information below Is no: required by taw. it may prop a valuable to pe.-sons relying on Me document and could preve,n, fraudulent removal and rea.rach.mV;: of this form to a pother document Description of Attached Document Title or Type of Document: Document Date: Signe6y'Other Than Named Above: r_,ra/A14�_ Capacit C(iesiaimed by Sign Signer's Name: ❑ Individual 0 Corporate Officer , Title(S): � E[_r � iyC _D rGe,)�f ❑ Partner--; Limited r' General ❑ Attorney -in -Fact ❑ Trustee ❑ Guardian or Conservator ` .0 ....;. ' ❑ Other: Top of v r.,,j rare • Lam. Signer Is Representing:: -z31 Off r A.3 Number of Pages: Signer's Name: , 04. vim [�..6z = Individual AS Corporate Officer Titlelsj:, GE ,,,7w c �A/efc�hrwsf Partner — 0 Limited D General Attorney -in -Fact Trustee = Guardian or Conservator Other: .- o' t'x-b r'e•0 i Signer Is Representing: G toss k.•­t rw•. t..•v..+.•..hate a,,. PA ta„ 7191 • C.+--. P..t Ca of i::•':aa P.at Na Sol• A.•••r Cat Tor -Free 1•3-10I's - CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of County of �yi2 �rZ� u O On before me. - - GZtc..-rz Cra Na-ra-:T:a:•O':r•-9C. personally appeared----'--- )_,�ersona:,y known to me — to be the person whose name (s)(Cc3r=Fe- subscribed to the within instrument and acknowledged to me that•: r%g,me; executed the same in h:.' erjt�euthorized capacity(;ea ). and that by f e;3' Nr signaturef-_}on the instrument the personjQ. LAUZAA, ht:LSO" or the entity upon behalf of which the person(s) acted. + 0:-rmssn # 10e621,7 executed the instrument. Nctcy P.N.0 — c[f:ontia - a_•aooLlrh WITNESS hand and official seal. 1.`r Corr; r� F,grres h123. 1499 �y 'OPTIONAL ?]hough the !0rnsaSon is not require? by 12w, it may pvve valuab-le to pers=-'is relying on V-.e document eld could prevent ka-idarent removal end rea:;a:hren: or this form to another docurre-;. Description of Attached Document Title or Type of Document: Document Date: �� Number of Pages: 13 Signer(s) Other Than Named Above: !d r�2=� T. • � b Capacity(ies) Claimed by Signer(s) Signer's Name: Aa i, brice I-epi Ly- Individual = Corporate Officer Title(s): Partner — = Limited = General Attorneyin•Fact Trustee Guardian or Conservator >C Other: e' rj't .1 I Signer Is Representing: J�it�C-L'YLc r'�n.C•►�.r Il't,G-1•, C.L { Signer's Name: Y Individual = Corporate Officer Title(s): = Partner — = Limited = General Attorney -in -Fact Z Trustee Guardian or Conservator - " 2 Other: _ 1:_ ✓ re e Signer Is Representing: C11?i3l:Y.-a1N:u•yAt$::t'. •1232.e-POS.:■T1t- :�-:;aPa•:'-C.; a;e.::s P•ayti:S?.-Fit;---Cal %: Free!:.:' From Vhe Desk Of.• Na ybrice L. Henry Deputy City CCerk City of Huntington beach Phone: (714) 536-5209 Fax: (714) 374-1557 To: p- r'L"" ., Date: lk* az*T —i:; P. O. Box 190 - 2000 .Main Street - Huntington Beach, Wifornia 92648 r t I� NIINTIVGIIri /t�C!! TO: FROM: DATE: SUBJECT: CITY OF HUNTINGTON BEACH INTER -DEPARTMENT COMMUNICATION Connie Brockway, City Clerk Scott Field, Deputy City Attorne S' February 14, 1997 Third Block West DDA In connection with the approval of the Third Block West DDA, a revised version of the DDA was transmitted to the City Council on the Friday before the Council meeting. This version contained minor revisions to the DDA. The revised pages bear a 12/12/96 date in the lower left-hand corner. I did not realize until late January 1997 that the revised DDA had not yet been executed. Consequently, I sent by overnight mail a new copy of the DDA to Dennis Roy, the developer's attorney, on or about January 24, 1997. AIr. Roy obtained the signature of John Tsai, a Taiwanese resident and a partner to J.T. Development, the developer. Enclosed please find the original letter from Air. Roy transmitting Mr. Tsars signature pages along with the signature pages themselves. Should you have any other questions, please don't hesitate to contact me. Attachments c: David Biggs, Director of Economic Development *.SFA7Mcmos:C1crU13 2114 47 - 91 1 ;r J. KENNETH BROWN THOMAS F. VAmF1EL0 III ANTHONC Y ANZONERI VICKI E. LAND JAMES C. CAMP STEVEN ABRAM CENNIS S. ROY MARK W. STERES CHRISTOPHER NORGAARD C. GEOFFREY MTfCHELL SCOTT H. CAMPBELL JOSHUA C. GOTTHEIM DONALD P. RIES MUIRA K. SETHI SETH t. WEISSMAN JOHN N. HOLLOWAY SONYA L. KARPOWICH BROWN, WINFIELD & CANZONERI INCORPORATED ATTORNEYS AT LAW CALIFORNIA PLAZA 7 FEB -3 1 1 11. 21 % 300 SOUTH GRAND AVENUE. SUITE 1"0f LOS ANGELES. CALIFORNIA 90071-3125 R E V TELEPHONE: CC t Yr ^ CITY ATTORNZY (213) 687.2100 HUkITI•NG TO I I u= 4 TELECOPIER: Scott F. FieId, Esq. Deputy City Attorney OFFICE OF THE CITY ATTORNEY Post Office Box 190 2000 Main Street Huntington Beach, California 92648 January 30, 1997 Re: Third Block West DDA Dear Scott: (213) 687-2149 /FILE NO.: 1063-1 DIRECT DIAL NO.: (2131667-2132 As a follow-up to our discussion and my transmittal to you dated January 28,1997, enclosed please find executed originals of pages 40 and 47 of the Amended and Restated DDA containing Mr. Tsai's initials and signature to the final form (12112196) of the DDA. Thanks again for your help with this matter. I look forward to working with you to coordinate the closing in the near future. Sincerely, S. ROY DSR:dpa Enclosures cc: Mr. John Tillotson (w{enclosures) Mr. Michael Roberts (wlenclosures) Mr. Daniel Howse (wlenclosures) 2867.0I 0010634)001 I V 1916 i v IN THE EVENT OF TERMINATION UNDER SECTION 512(a) TO (d), INCLUSIVE, (f) OR (g), THE DEVELOPER DEPOSIT OF $50,000, AS SET OUT IN SECTION I09, SHALL BE RETAINED BY THE AGENCY AS LIQUIDATED DAMAGES AS THE SOLE AND EXCLUSIVE REMEDY, AT LAW OR IN EQUITY, OF THE AGENCY HEREUNDER. IN THE EVENT OF TERhIINATION, THE AGENCY WOULD SUSTAIN DAMAGES BY REASON THEREOF THE AMOUNT OF WHICH WOULD BE UNCERTAIN./SUCH DAMAGES WOULD INVOLVE SUCH VARIABLE FACTORS AS THE D LAY OR FRUSTRATION OF TAX REVENUES THEREFROM TO THE CITY AND TH 'AGENCY, LE THE DELAY OR FAILURE OF THE AGENCY TO FURTHER THE IMPATION OF THE REDEVELOPMENT PLAN, AND LOSS OF OPPORTUNITY T ENGAGE IN OTHER POTENTIAL TRANSACTIONS, RESULTING IN DAMAGE ANI? LOSS TO THE AGENCY. IT IS IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE AMOUNT OF SUCH DAMAGES TO THE AGENCY, BUT THE PARTIES ARE F THE OPINION, UPON THE BASIS OF ALL INFORMATION AVAILABLE TO THEM T THE TOTAL OF SUCH DAMAGES WOULD APPROXIMATELY EQUAL THE' AMOUNT OF THE GOOD FAITH DEPOSIT (WITH ANY ACCRUED BUT UNPAID INTEREST THEREON), AND SUCH AMOUNT SHALL BE RETAINED BY THE AGENCY UPON TERMINATION AS THE TOTAL OF ALL LIQUIDATED DAMAGES FOR ,ANY AND ALL SUCH DEFAULTS AND NOT AS A PENALTY, ALL OTHER CLAIMS TO DAMAGES OR OTHER REMEDIES BEING HEREBY EXPRESSLY WAIVED BY AGENCY. AGENCY HEREBY WAIVES THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 3389. IN THE EVENT THAT THE DEVELOPER SHOULD CHALLENGE THE APPLICABILITY OR EFFICACY OF THIS PARAGRAPH OR IF THIS PARAGRAPH SHOULD BE HELD TO BE VOID FOR ANY REASON, THE AGENCY SHALL BE ENTITLED TO THE FULL EXTENT OF DAMAGES OTHERWISE PROVIDED BY LAW. / - THE DEVELOPER AND THE AGENCY SPECIFICALLY ACKNOWLEDGE THIS LIQUIDATED DAMAGES PROVISION BY THEIR INITIALS BELOW: Developer Initial Here Agency Initial Here In the event of a termination puisuant to Section 512(e), the Developer Deposit shall be returned to the Developer. In the even t of a termination under Section 512(a) to (g), all letters of credit, guaranties or other security r funds posted by the Developer, other than the Developer Deposit, and all other funds pa}�ble to the Developer upon termination of this Agreement, shall be immediately returned to or paid to the Developer, as applicable. SF1s:G:SF-96Atme:DDA-1208 12/12/96 40 JT DEVELOPMENT COMPAY, LLC, a California Limited Liabili C pany tM 47 SFIs:G:SF-96Agree:DDA-1209 12/12/96 CITY OF HUNTINGTON BEACH Inter --Office Memo TO: Honorable Mayor and City Council Members FROM: David C. Biggs, Director of Economic Development Xe �+ A, oSZW-djM VIA: Michael T. Uberuaga, City Administrator M �r m Men x �� DATE: November 15, 1996 r a r SUBJECT. cz +1 Proposed Revised Disposition and Development Agreement (DDA) for Thid Block ]:Pest During closed session on November 4, 1996, the City Council/Redevelopment Agency provided staff with negotiating parameters for the Third block West project. Subsequent to that closed session, staff met with the developer and were able to conclude negotiations within the parameters set by the City Council. As indicated in the closed session on November 4th, we will be returning to the Council in closed session on November l8th. However, rather than seeking additional negotiating authority, we Aill be updating the Council on our negotiating success. The Council has consistently expressed a desire to see this project move ahead in an expeditious manner. Thanks to our advance planning in having prepared a draft revised DDA prior to staffs negotiations, and the able assistance of Deputy City Attorney Scott Field, we have completed a revised DDA which the developer has signed so we can circulate for Council and public review for 30-days prior to its consideration as required by Council policy. By distributing the proposed revised DDA signed by the developer with this memorandum, we can conduct the joint public hearing to consider approval of the proposed revised DDA on December 16, 1996. Approval of the proposed revised DDA as soon as possible will facilitate the finalization of a number.of credit -tenant leases for the project and the debt financing. These actions, together with the approval of the revised CUP in January (current goal), should enable construction for the project to commence in the 2nd quarter of 1997. In order -to facilitate your review of the proposed revised DDA, I will provide you with a memorandum summarizing the changes on Monday, November 18. Please feel free to contact me if I can answer any questions or provide additional information. DCB:ls xc: 'r Connie Brockway, City Clerk f IUNTrivtxTON BEACH %FOVNI-AIN VALLEY h , .I I THE NEWPORT BEACH • COSTA MESA PILOT Dear Advertiser: 'iES ' PUBLIC NOTICE Agreb.neni--• = �lOTICE OF 4. All evidence and 'es"j mony for and, against the JOINT PUBLIC approval of the Disposition HEARING and Development Agree- i BY THEC!,{ ment and the sale of real GOUHCIL,' ` THE_ -. property and the terms and CITY OF 1 conditions therefor. HUNTINGTON BEACH ,I The Agency has prepared AND THE a Summary Report In con- . REDEVELOPMENT Y OF TH nection• with the Agreement , which describes and speck AGENC E e CITY OF I IUNTINGTON BEACH ON A PROPOSED DISPOSITION AND DEVELOPMENT AGREEMENT PROVIDING FOR THE SALE OF REAL PROPERTY WITHIN THE MAIN -PIER REDEVELOPMENT PROJECT AREA OF THE CITY OF HUNTINGTON BEACH TO J.T. DEVELOPMENT L.L.C. NOTICE IS HEREBY GIVEN that the City Council Enclosed lease find the City of Huntington B p B. each, California, (the first publication, beginni "City") and the Redevelop- ment Agency of the C of Huntington Beach (the ; "Agency") will hold a joint If you need to make a Cublic hearing16, oet De'1 he please call me at your ear hour of 7:00 p.m., or- as soon thereafter as the mat- ter can be heard, at 2000 The cost of this publ Main Street, Huntington Beach, California In the I Council Chambers, pur- suant to the California L Thanks for your coope Community Redevelopment ' Law (Health and Safety Code Sections 33000, et seq.) for the purpose of I considering the approval of a proposed Disposition and Development Agree- ment ("the Agreement") between the Agency and J.T. Development, a limited r liability corporation of the I State of California ("Devel oper"). The Agreement , provides for the sale of ap- proximately 80,000 square feet of real property bounded by Main Street, ; Fifth Street, Orange Av- enue, and Olive Avenue 1 (the "Site") within the Main -Pier Redevelopment Project Area of the City of } Huntington Beach - (the_ "Project Area"), to Devel- . oper and the construction i thereon by Developer of a mixed use development. The purpose of the joint public -heating is to con- sider: 1. The proposed sale of . real property by the i Agency to Developer. Z The proposed terms and conditions of such sale of real property. 3. The proposed Disposi- tion and Development 18682 Beach Boulevard, Suite 160 Huntington Beach, CA 92648 (714) 965-3030 (714) 965-7174 FAX a. The cost to the Agency of the Agreement. b. The estimated value of the Interest to be sold, de- termined (I) at the highest , and best uses permitted under the Redevelopment Plan, and (ii) at the use and with the conditions, l covenants, and develop- ment costs required by the C. Th_e purchase price, and -an explanation-oty the purchase price is l.z than the fair market value of the Interest to be con- veyed, determined at the highest and best use con- . sistent with the Redevelop-- ment Plan. d. An explanation of why e the sale will assist in the elimination of blight. e. Other pertinent eco- nomic analysis. At the above stated day, I hour, and place, any and i all persons having object tions to or wishing to ex- press support of the pro- posed Disposition and De-_ velopment Agreement, the proposed sale of real prop- erty or the proposed terms and conditions therefor, or the regularity of any of the prior,proceedings, may ap- pear and be heard before , the Agency and the City Council on the -proposed Disposition. and Develop- ment Agreement, the pro- posed sale of real property, and the proposed terms — and conditions therefor. Any persons desiring to be heard at,the hearing will be afforded an opportunity to G be heard. At any time not later than ; the hour set for hearing, any person objecting to or supporting the proposed Disposition and Develop- ment Agreement, the pro- posed sale of real property -ment or the terms and conditions therefor, may file in writing with the City Clerk a state- ment of hic nr her—objec- tionsthereto or support 1 The documents referred to above are available for public Inspection and copying during, regular of- fice hours at the offices of the City Clerk and Clerk of the Redevelopment Agency, 2000 Main Street, Huntington Beach, Califor- nia. Dated: November 21, 1996. Connle Brockway, ` City Clerk of the City of Huntington Beach and Clerk of the Redevelop. ment Agency of the City of Huntington j Beach: Published Hurvtington 1 Beach -Fountain Valley in- dependent November 28, I December 5, 12, 1996. . - __ _ __ 114-733 j %%- rA pwtt-o 1r)-a1)Q(. E' , + r 2.0 f 910, ,alJr)96 -P 1a)Is)9b 33341 ALPQzt d.,Z NOTICE OF JOINT PUBLIC HEARING BY THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH AND THE REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH ON A PROPOSED DISPOSITION AND DEVELOPMENT AGREEMENT PROVIDING FOR THE SALE OF REAL PROPERTY WITHIN THE MAIN -PIER REDEVELOPMENT PROJECT AREA OF THE CITY OF HUNTINGTON BEACH TO J. T. DEVELOPMENT L.L.C. NOTICE IS HEREBY GIVEN that the City Council of the City of Huntington Beach, California, (the "City") and the Redevelopment Agency of the City of Huntington Beach (the "Agency") will hold a joint public hearing on December 16, 1996, at the hour of 7:C0 p.m., or as soon thereafter as the matter can be heard, at 2000 Main Street, Huntington Beach, California, in the Council Chambers, pursuant to the California Community Redevelopment Law (Health and Safety Code Sections 33000, gUest.) for the purpose of considering the approval of a proposed Disposition and Development Agreement ("the Agreement") between the Agency and J. T. Development, a limited liability corporation of the State of California ("Developer"). The Agreement provides for the sale of approximately 80,000 square feet of real property bounded by Main Street, Fifth Street, Orange Avenue, and Olive Avenue (the "Site") within the Main -Pier Redevelopment Project Area of the City of Huntington Beach (the "Project Area"), to Developer and the construction thereon by Developer of a mixed use development. The purpose of the joint public hearing is to consider: 1. The proposed sale of real property by the Agenal to Developer. 2. The proposed terms and conditions of such sale of real property. 3. The proposed Disposition and Development Agreement. 4. All evidence and testimony for and against the approval of the Disposition and Development Agreement and the sale of real property and the terms and conditions therefor. The Agency has prepared a Summary Report in connection with the Agreement which describes and specifies: a. The cost to the Agency of the Agreement. b. The estimated value of the interest to be sold, determined (i) at the highest and best uses permitted under the Redevelopment Plan, and Qi) at the use and with the conditions, covenants, and development costs required by the sale. k C. The purchase price, and an explanation of why the purchase price is less than the fair market value of the interest to be conveyed, determined at the highest and best use consistent with the Redevelopment Plan. blight. d. An explanation of why the sale will assist in the elimination of e. Other pertinent economic analysis. At the above stated day, hour, and place, any and all persons having objections to or wishing to express support of the proposed Disposition and Development Agreement, the proposed sale of real property or the proposed terms and conditions therefor, or the regularity of any of the prior proceedings, may appear and be heard before the Agency and the City Council on the proposed Disposition and Development Agreement, the proposed sale of real property and the proposed terms and conditions therefor. Any persons desiring to be heard at the hearing will be afforded an opportunity to be heard. At any time not later than the hour set for hearing, any person objecting to or supporting the proposed Disposition and Development Agreement, the proposed sale of real property or the terms and conditions therefor, may file in writing with the City Clerk a statement of his or her objections thereto or support thereof. The documents referred to above are available for public inspection and copying during regular office hours at the offices of the City Clerk and Clerk of the Redevelopment Agency, 2000 Main Street, Huntington Beach, California. Dated: November 21 1996 _Qonnie Pgockway City Clerk of the City of Huntington Beach and Clerk of the Redevelopment Agency of the City of Huntington Beach Publish: November 28,1996 December 5, 1996 December 12, 1996 M �t CounciVAgency Meeting Held:_ Deferred/Continued to: a Approved CO Condition4ly Approved ❑ Denied City Clerk's Sign re Council Meeting Date: December 16, 1996 1 Department ID Number. ED 96-71 CITY OF HUNTINGTON BEACH REQUEST FOR COUNCILIREDEVELOPMENT AGENCY ACTIOP 4= *P �, SUBMITTED TO: HONORABLE MAYOR/CHAIRMAN AND CITY COUNCIL M^ MEMBERS/REDEVELOPMENT AGENCY MEMBERS A ^ SUBMITTED BY: MICHAEL T. UBERUAGA, City Administrator/Executive Di ct;aw� .r PREPARED BY: David C. Biggs, Director of Economic Development m SUBJECT: JOINT PUBLIC HEARING ON AMENDED AND RESTATED DISPOSITION AND DEVELOPMENT AGREEMENT —THIRD BLOCK WEST Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s) Statement of Issue: An Amended and Restated Disposition and Development Agreement (DDA) has been negotiated between the Redevelopment Agency and J.T. Development, L.L.C. representing the new physical design and economic terms for the Third Block West project. Funding Source: Redevelopment Tax Increment Recommended Action: Conduct the joint Public Hearing. AGENCY MOTION TO: Approve the attached Disposition and Development Agreement between the Redevelopment Agency of the City of Huntington Beach and J.T. Development, L.L.C. for the disposition of real property located in the Main -Pier Redevelopment Project Area and known as Third Block West. Please note that two (2) copies of the Agreement are attached: the final DDA (Attachment No. 1), and a redline to show changes from the draft distributed 30 days prior to the hearing (Attachment No. 5). Alternative Action(s): Co not approve the DDA Analysis: A DDA with the developer was originally approved by the Agency in May 1991. Following approval of the entitlements for the project, private property owners within the site filed litigation challenging the environmental review and entitlement approval processes. This litigation prevented the implementation of the project for nearly two years. Further delay was incurred in the negotiation with the property owners for the acquisition of their property which ultimately lead to the filing of an eminent domain proceeding. The Agency was successful in acquiring these parcels in November 1995. 'D S . I REQUEST FOR COUNCIUREDEVELOPMENT AGENCY ACTION MEETING DATE: December 16, 1996 DEPARTMENT ID NUMBER: ED 96-71 Changes in the national economy and local real estate market since approval of the original agreement have occasioned the redesign of the project. The original project included 68 residential units and approximately 28,000 square feet of commercial while the current design reduces the residential units to 45 and increased the commercial square footage to approximately 40,000 (Attachment 3 compares the scope of the projects). These physical changes have in turn wrought changes to the economic terms of the agreement between Agency and the developer. Expressed in the simplest terns the amended and restated agreement would: 1. Recognize the altered scope of development 2. Reduce the price paid by the developer to the Agency from $4.6 Million to $2.1 Million; recognizing the reduced scope and the developer's obligation to fund off -sites 3. Make the agreed upon off -site improvements the developer's expense 4. Eliminate the requirement for the developer to provide a grocery market on site and the Agency's Option to subsidize it 5. Eliminate the Agency's obligation to purchase 18 parking spaces for $270,000 6. Continue the Agency's obligation to pursue remediation of hazardous materials up to $250,000 (the first $100,000 of which will be paid by the land sellers, Koller-Gaurano). The specific provisions cf the agreement are included in the attached Summary (Attachment No. 4). Overall the document is greatly simplified and shorter than its predecessor because the 'Third Party Parcels,' namely the Koller-Gaurano parcels, have already been acquired and the previous elaborate language regarding contingencies for these acquisitions has been removed. The proposed transaction between the Agency and J.T. Development L.L.C.; has been reviewed by the Agency's economic advisors: Keyser-Marson Associates and the analysis required by Section 33433 of the California Health and Safety Code has been prepared Attachment No. 5). This report shows the independent assessment of the project costs, the fair market value of the parcel to be sold at its highest and best use and its value with the restrictions and conditions of the Redevelopment Plan and DDA placed upon it (the `reuse value'). Also as required by law, the report shows that the reuse value is less than the fair market value, in this case primarily because of the extraordinary off -site improvement costs associated with the project. DDARCA.DOC -2- 12/10/96 5:01 PM REQUEST FOR COUNCILIREDEVELOPMENT AGENCY ACTION MEETING DATE: December 16, 1996 DEPARTMENT ID NUMBER: ED 96 71 A draft of the document was circulated for the required 30 day review by the Agency on November 16th and the public hearing has been advertised for three consecutive weeks prior to the hearing. Environmental Status: Exempt Attachment(s]: DDARCA.DOC 1 Disposition and Development Agreement (final) 2 Comparisons of Past and Current Project Designs 3 Summary of Agreement 4 Economic Analysis (Se--. 33433 Report) 5 Disposition and Development Agreement (redline) -3- 1V101H 5:01 PM p �-- rHleD8lOkXKZSr Rx o-ftclAmendedXesWedDDA Deadopa Rapme�bi ilios Pry LAmd Price SZ159,006 t$3.05' Wo-$d93,000f BuDd A71 p+{It)f f Sifa No Asrommf Appert — ExaM am k tM1itaa► of Pndcw Cab - No Grocay Kf.A Rmq bvd Y'\'\, mIRD &Of Afff Agency Respon.lOtks: — No Town Squmr Parking Of md) - AfurdabL- Housing Off. Site (T units) - Consider Parking In-Unj Fee for More Restaurant — Repay Demkm Ian (51.9" and Deposit 0-15,000) MIRD NOM WEST A8r gMfy $nrfitx — $230,000 Tor Increment Anmrafiy — $60,000Saks TaxAn►mAUy — Elimtindion of 81igh(/ impUrnentation of PLrn e �z �-I I Attachment 2 . ill,.!) IliJvC EK, 10 I:ST-CO ►IPARISOti NIA: RIX AS OF AUGUST 15, 1996 1 1991 Approved Project 1996 Submitted Project #2 1996 Proposer! Concept ff3 Retail 10,000 sq f1 30,000 sq f1 25,500 sq ft Restaurant 0 sq it 0 sq it 4,500 sq !1 Office 8,000 sq ft 0 sq ft (1,870 sq it office 10,000 sq ft mezzanine parked at retail) f4larl:et 10,000 sq ft 11,300 sq it Eliminated Total Comm/Offs/ 28,000 sq f1 41,800 sq it 40,000 sq f1 Rest Sq Footage Residential Units 68 units 63 units 48 units (8, 1-bedroom; 60, 2-bedroom (45, 2-bedroom; 18, 3-bedroom) (48, 2-bedroom Stacked Flats -Condominiums) Possibly all 2 story townhomes) Total Resid. Sq Ft. 67,200 sq ft 84,792 sq it 80,000 sq ft (approximately) Parking 132 req'd for retail/office JE req'd for residential 235 req'd for retail/market/other IE req'd for residential DTPMP RATIOS: 298 total req'd; 300 provided 402 total req'd; 389 provided Req'd Prov,d Com m l 142 142 (retail, rest, office) Residential 96 96 Guest 24 14 (10 shared w' thamw TOTAL 262 252 Total Project 95,200 sq f1 126,592 sq ft (31,392 sq it more 120,000 sq it (24,800 sq 11 more Square Footage than 1991) than 1991) Design Mediterranean Mediterranean (Spanish village) Mediterranean (Spanish village) Q! maderelhirdlcmprsn3) TO: BY: VIA: DATE: CITY OF HUNTINGTON BEACH INTER -DEPARTMENT COMMUNICATION Economic Development Department Mayor and Honorable City Council .kkEiVED FROM COU1 CILLMEETING OFTHE REC -f - G OFFICE OF THE CITY CLERK CONNIE BROCKWAY, CITY CLERK David C. Biggs, Director of Econoiri:. Development Michael Uaeruaga, City Administrator November 18,1996 SUBJECT: SUMMARY OF TERMS/REVISIONS TO THIRD BLOCK WEST DISPOSITION AND DEVELOPMENT AGREEMENT (DDA) On Friday, November 15, 1996, the developer of Third Block West signed a proposed amended and restated DDA for the project. The City Council/Redevelopment Agency will conduct a joint public hearing on Monday, December 16,1996, to consider approving the amended andgestated DDA. Upon approval, this amended and restated document replaces the prior DDA. The purpose of this memorandum is to summarize the changes from the prior DDA. There are ftee types of changes contained in the amended and restated DDA: 1) business terms modified given the changed scope of development and our negotiations; 2) modifications/deletions of sections given the passage of time since the prior DDA was approved; and, 3) new provisions related to improving the Agency's position. A. Sales price for the site reduced from $4,620,000 to $2,159,000. The lower price is $3,052,000 reuse value less the $893,000 credit for off -site improvements provided for in the prior DDA. There is still to be a credit at the close of escrow to developer for $30,051 in environmental costs advanced and for the developer deposit of $50,000 plus accrued interest. B. Developer to be responsible for all on -site and of." -site improvements identified in the scope of development given incorporation of credit into purchase price. C. Requirement for grocery/specialty market with space held available for 6 months and Agency option to subsidize rent for a market eliminated. L_ Third Block West Summary Memo to Mayor and Honorable City Council 11/18196 Page 2 D. Developer obligation to build 18 parking spaces for mandatory purchase by the Agency for $270,000 eliminated. The Agency still has an obligation to provide 18 spaces for the Townsquare project at a future date. E. Developer obligation to provide up to 33 units on -site for moderate income households eliminated together with Agency obligation to provide $825,000 in subsidy for said units. Agency assumes obligation for 7-8 units of affordable housing off site. F. Agency agrees to consider, at its sole discretion, possible future participation by developer in the In Lieu Fee Parking Program, for parking required for conversion of retail space to other uses needing up to 40 additional spaces. Discussion of "Third Party Parcel' acquisition and developer advance eliminated.. A. Current status of soils remediation reflected with the Agency responsible for first $250,000 in costs ($100,000 of which being funded by prior property o%mer and expected to cover total cost) and eliminates the provision of a developer loan for these costs. Agency/Developer still have right to terminate if costs exceed $250,000, unless the non -terminating party funds the costs in excess of $250,000. B. Scope of Development modified to reflect current project. Clarified to reflect developer obligation to secure entitlements from City and that approval of amended and restated DDA does not constitute City approval. C. Schedule of Performance modified to reflect current status of project and eliminated items already completed. A. Developer agrees not to contest assessed value of land at conveyance, guarantees minimum assessed value for commercial component, and covenants not to appeal assessed value of commercial component for seven years follo%ing completion. B. Execution of the amended and restated DDA constitutes a waiver by developer of any Agency responsibilities for previous project cost;. Third Block West Summary Memo to Mayor and Honorable City Council 11/18/96 Page 3 At least fifteen days prior to the joint public hearing on the amended and restated DDA, we will provide the Council/Agency Board with the Reuse Appraisal by Keyser Marston and the Summary required by section 33433 of the Health and Safety Code. In the interim, please feel free to contact me if you have any questions about the proposed amended and restated DDA. xc: Ray Silver, Assistant City Administrator Stephen Kohler, Project Manager Scott Field, Deputy City Attorney Pam Julien, Councilmember-Elect day id'memoMbwsum.doc 11127/1996 15:42 21362252©4 ISYSER MARSTON LA SUMMARY REPORT PURSUANT TO SECTION 33433 of the CALIFORNIA COMMUNITY REDEVELOPMENT LAW on a DISPOSITION AND DEVELOPMENT AGREEMENT by and between the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH and JT DEVELOPMENT LLC This Summary Report has been prepared for the Redevelopment Agency of the City of Huntington Beach (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 and JT Development LLC (Developer), The transaction requires the Agency to convey the entire block an Main Street bound by Orange, Olive and 5th Streets. This conveyance is taking place to allow for the construction of 45 residential units, 40,000 square feet of commercial space and 262 parking spaces. The 1.64 acre subject site (Site) is located in the Main -Pier Redevelopment Project Area in the City of Huntington Beach. This Summary Report is based upon information contained within the Agreement; and is organized into the following seven sections: 1. Salient Points of the Proposed Agreement- This section includes a description of the major responsibilities of the Agency and the Developer; It. Cost of the Agreement to the Agency: This section details the cost of the Agreement to the Agency, including property acquisition costs, tenant relocation costs, site clearance costs, hazardous materials remediation and inclusionary housing production; lit. Estimated -Value of ftn InteMIll to be ortve ed Determined At the Hi het Use Pgn&fted Und a RedevelopMent Plin, This section estimates the value of the interests to be conveyed determined at the highest use permitted under the Site's zoning and the requirements imposed by the redevelopment plan; IV. EstiMated Reuse Yalue of the Interesto to be Conveyed: This section estimates the value supported by the Site based on the required use and with the conditions, covenants and development costs required by the Agreement; ©2 11d27/1996 15:42 2136225204 KEYSER MARSTOU LA PAGE 03 V. Consideration Received and Comparison with the Fair Reuse Value: .This section describes the compens-ition to be received by the Agency, and the reasons for any difference between the compensation and the fair reuse value; VI. Blight Elimination: This section describes the former blighting conditions on the property, and explains how the Agreement will alleviate the blighting influence, and; Vil. Conformance with the AB1290 Implementation Plan: This section explains how the proposed Agreement complies with the redevelopment strategy identified in the A81290 Implementation Plan. This report and the proposed Agreement are to be made available for public inspection prior to the approval of the Agreement. I. SALIENT POINTS OF THE PROPOSED AGREEMENT A. Developer Responsibilities Under the Agreement, the Developer must accept the following responsibilities: 1. The Developer must acquire the Site from the Agency for $2,159,000. The cash payment required to be made by the Developer will total $142,000 as a result of the following credits- $1,922,000 for land acquisition advances previously made by the Developer. • $30,000 for hazardous materials testing undertaken by the Developer on the Agency's behalf. » $50.000 return of the Developer deposit plus $15,000 in interest accrued since 1991. 2. The Developer must construct all on- and off -site improvements required to serve the Site. 3. The Developer must construct a ma)dmum of 45 residential units. 4. The Developer must construct 40,000 square feet of commercial space, of which 10,000 square feet must be office space. Of the 30,000 square feet of remaining commercial space, no more than 12,000 square feet can be comprised of restaurant space. 2 1 V27/1996 15: 42 2136225204 KEYSER MARSTQ1 to PAGE 04 5. The Developer must construct at least 262 parking spaces to serve the residential and commercial uses. I 6. The Developer must agree, in the form of a recorded covenant, to the following property assessment terms: • At a minimum, the initial land valuation must be set at the $2,159,000 Developer purchase price; • The initial commercial property valuation must be set at a minimum of $5 million, and; + During the first five years of the commercial componenCs operation, the Developer will not appeal the commercial value below $7.5 million. B. Agency Responsibilities Under the Agreement, the Agency must accept the following responsibilities: 1. The Agency must provide relocation assistance and benefits to displaced Site occupants. 2. The Agency must demolish the existing Improvements on the Site. 3. The Agency must remediate and/or remove hazardous materials or hazardous materials contamination from the Site. The maximum cost exposure to the Agency under this requirement Is $250,000. 4. The Agency must convey the Site to the Developer for the agreed upon purchase price of $2,159,000. 5. If the restaurant development falls within the range of the 6,500 square feet currently proposed in the Scope of Development and the 12,000 square toot maximum imposed by the Agreement, the Agency must consider participating in an in -lieu parking program to support the parking needs created by the additional restaurant space. 6. The Agency must accept the responsibility for fulfilling the inclusionary housing obligation imposed by Section 33413 of the California Health and Safety Code. The production requirement created by the 45 unit residential project includes three very -low income units and four low/moderate income units. 3 11J_27/1996 15*42 2136225204 KEYSER MARSTD14 LA PAGE 05 11, COST OF THE AGREEMENT TO THE AGENCY The costs to be incurred by the Agency are comprised of land acquisition, demolition of the existing improvements, tenant relocation, hazardous materials remediation and off -site production of seven units to fulfill the Section 33413 inclusionary housing requirement The Agency costs have been identified as follows: ftency Acquisition of City Parcels $4.080.000 Agency Acquisition of Third Party Parcels 2.222,000 Estimated Tenant Relocation Costs 500.000 Estimated Demolition Costs 200,000 Hazardous Remediation TestingfCosts 280,000 Affordable Housing Production' 500,000 Total Cost to Agency $7.782.000 (Less) Developer Land Payment (2,159,000) Net Cost to Agency $5,623,000 'Extrapolated from average assistance per unit costs presented In the Affordable Housing Strategy prepared by Keyser Marston Associates, Inc. As indicated in the table above, the total cost to the Agency is estimated at $7.78 million. When the land sates proceeds of $2.16 million are deducted from the costs, the net cost to the Agency are estimated at $5.62 million. Ill. ESTIMATED VALUE OF THE INTERESTS TO BE CONVEYED DETERMINED AT THE HIGHEST USE PERMITTED UNDER THE REDEVELOPMENT PLAN Section 33433 of the California Health and Safety Code requires the Agency to identify/ the value of the interests being conveyed at the highest use allowed by the Site's zoning and the requirements imposed by the redevelopment plan. The valuation must be based on the assumption that near -term development is required, but the valuation does not take into consideration any extraordinary use and/or quality restrictions being imposed on the development by the Agency. The Downtown Specific Plan requires that the Site be developed with commercial uses or with a commercial/residential mixed -use project. In an analysis dated November 26, 1996, Keyser Marston Associates, Inc. (KAIIA) concluded that given the Site's size and the current market conditions, a mixed - use project represents the highest near -term use of the Site. 4 11127/1996 25:42 2136225204 KEYSER MARSTON LA PAGE 06 r � , In reviewing the requirements imposed by the Downtown Specific Plan, KMA concluded that the currently proposed Scope of Development for the Site exceeds the size of development that would be allowed by the Plan without special permits and joint -use of parking variance_ Without these exceptions, the Site's value would be limited to approximately $1.5 million, and with these exceptions the value was set at $1.8 million. As such, The KNIA analysis determined that the proposed Scope of Development represents the highest use for the Site assuming near -term development Is required. IV. ESTIMATED REUSE VALUE OF THE INTERESTS TO BE CONVEYED The Agreement limits development on the Site to 45 residential units, 40,000 square feet of commercial space and 262 parking spaces. The Agreement further requires the improvements to be developed in strict conformance with the construction quality standards established by the Agency. However, the scope and extent of the proposed development represents the highest use of the Site assuming near -term development is required. As such, the value of the Site at Its highest use also represents the fair reuse value of the Site. Thus, the fair reuse value of the Site is estimated at $1.8 million or approximately $22.80 per square foot of land area. V. CONSIDERATION RECEIVED AND COMPARISON WITH THE FAIR REUSE VALUE The Agreement requires the Developer to purchase the Site from the Agency for $2,159,000. Titus, the consideration to be received for the Site exceeds both the established fair reuse value and the value of the Site at the highest use allowed by the redevelopment plan. VI. SLIGHT ELIMINATION The Site was occupied by a surface parking lot, a vacated bank, and two functionally obsolete office buildings. Over time these uses fell into disrepair and were occupied by a disparate mix of office and residential tenants. The proposed development of the Site will eliminate these uses and will assist in the revitalization of the Main Street corridor. V11. CONFORMANCE WITH THE AB1290 IMPLEMENTATION PLAN The Main -Pier Redevelopment Project Area has an established goal of revitalizing downtown Huntington Beach. To assist in fulfilling that goal, the Agency identified the development of a new mixed -use project on the Site as an objective of the ABI290 Implementation Plan. Thus, the proposed Agreement is deemed to be in conformance with the AB1290 Implementation Plan. 19 f► PROOF OF PUBLICATION STATE OF CALIFORNIA) ) ss, 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 HUNTINGTON BEACH INDEPENDENT, a newspaper of general circulation, printed and published in the City of Huntington Beach, County of Orange,. State of California, 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: November 28, 1996 December 5, 1996 December 12, 1996 I declare, under penalty of perjury, that the foregoing is true and correct. Executed on December 12, 1996 at Costa Mesa, California. 0 rA- rusuCKcrncE 'rh 5t: �pren9e—�w- �. erwe, shd OSrvs Averwe --- d. M ecpuertail0n at why NOTNCE Olt (the "Site"► wilhin flee on sale " ao" In the JOINT MILIC Bain -Pier Pro)ect A»a of the 0t of iInstbn ot= e. Oliver eoo. !NEARING Huntington Beaoh the nank analysh. c , BY THE Cr" "Proloct Ares"), to Devel• At the above stabsd day COUNCIL Or WE opsr a ponstru6aon 1 w CITY OF thereon Dweioper ore BE + "UKTINGTOK BEACH AND THS mlxad use devolopmerd The purpose of the )Dint flans fa or Whig to ov- press support d the pro- R�E:f7ILOP1iE1NT .public hearing Is to Corr s000r: posed Mapoesion and De- AQENCY OF THE I. The proposed sere or sale of rear prop CRY Or ;real property by the arty or the propoasd terms HUNTIiIGTOX BEACH A ency to Devoiopor, �. .rtd oondaaes V"W lore Or flue a ON A PROPOSED + The proposed bans r polarity a ariy the ararosma>t um • + and condib. a e�et, aw rotor pros adrga• may W DEIIlLOPMENT i of real property. 0. The proposed ppeMarr and be Irs�d toles flee / anty and the City AGREEAIIINT PROVIDING FOR THE tlon and Development raeent. " ' �m on the prepeasd Disposition d D&m6op- an SALE or WEILL . AA auldenoe and tees• msnt Agreement, ore pro - PROPER I V WITHIN 1110"y o aW4A= a reel prow y THUEDS approvaland andthe proposed - OPMER f;ED>evELOwefalNT Dwsloprnir t gi. ' and con�thorefor. Any deaki,N to be PROJECT AREA Or Inor end wIs Veer Prop" aW the terrrre and lessons heard of the wal be CITY Of condaions the►ebr. afforded an �irrty to HUTHE NTINGTON BEACH The Agency has prepared be heard. TO J.T. a Summery Repoli in 00- At arty time not latter than DEVELOPMENT L.L.C. pactlOn wltfl the Apreanear+l the hour eat for fwannp. NOTICE IS HEREBY ` which Ascribe and epsCl-. any person obocd% 110 0r GIVEN that the Cly Council flea: ' eupp0rhnp the ProPOaed or the Cityry of Hung n a_ The cost to the Agency the Apreernaett. Dtapoa"Nore and Develop- mart AgrtWnsrrl, the t3eaGh, Ciittornie. live "Cnyr•) and the of b. The sstltrutiad Value of Pro' posed no of real proper mttret Apeaof fire C of ry ore k+isrest r0 be sold, do- � the terms and omWillans Huntington EeaKfi the ' tarrr ndd m et the stay IRIe In tiirttl^.� "Agsr�y') t w hold a end beet tieee per"W 14ea Aed.v.lo "rt With the c>ty (�.rfr ..�►. mint of Ns W obfec. pu iic h-rtre� on pa. Cerrrbsr f e, 45. st trrs under . Pton• and (n at the ues or tl one thereto or s �pporl hour cif 7:0D p.m., of as VW with live oorediti0ns. pMeeof. soon thereelier r to r(90 , t:nveeents, ears OWN' ' Tree dOcumarth "Warred ter con be heard. at 2000 Mont costs required by the to above are available for µbin t;treet. HtsMrtQlon Beech, Catlbrria ti the sate. The pr+avaaa price. a why public Ins action and 00pyMrp a. , a - Council Chembom. Pur- suant to fne Catt/amis and an explanation ; tns PUFONW F** N tear )fps hppe M a dta CRV Chk* aWd (lark Of Commurw"y Rsdavebprm" than the fair nrafkat value t h e P19devolopment LAW of the Irderesf to be Cal, Agency. 2000 Meier Stoat, Code Sedlorts SM, M ysysd. d lw o ril W the �h. Catrror- 0".) for the purposed conakWinp try aapppprr a _ . tiipPsst and best fuss con- **tent with the Radarebp^ nla, , Dated:. November 21, a propose Die n meet Plan. - Fine. and DwAlci m«u Agra* e Coetaale Brockway" h mea (-the A�tp rd ) a" ciers of cry. Cffaf of e limped J.T. MvcorporatiMi corporation the Curk lleeeN nederN1P Stately '0 State ). Cal h C'Dwal- oper"). Trio Agreement eased of tee CI of HunNlw ten � City of Huntington Beach 2000 MAIN STREET CALIFORNIA 92648 DEPARTAIENT OF ECONOMIC DEVELOPMENT Director 7141536-5582 Redevelopment 714/536-5582 FAX 7141375-5087 Housing 714/536-5542 LETTER OF TRANSMITTAL Date January 28, 1997 To Connie Brockway, City Clerk Subject Third Block West - Amended and Restated Disposition and Development Agreement We are sending you ❑ by mail ❑ by fax Q other delivered Description Attached is the revised, current DDA for Third Block West. Original signatures for Mike Uberuaga, David Biggs, John Tillotson and Mike Roberts are affixed with notarizations. John Tsai, JT Development's third partner, will be available for signature during his next trip to the United States. In the meantime, we are requesting signatures and required notarizations for Agency Chair and Secretary be affixed as soon as possible so that we may give the developer executed copies, sans Mr. Tsai's signature, in a timely and responsive manner. Thank you. By: DavfdC TWs David C. Biggs DCB:SVK:lb To: cr From: Cc: Bcc: Subject: Attachment: Date: CITY CLERK Sarajane Gorgura Third Block West DDA 1/17/97 10:32 AM Scott Field is in need of a copy of the most recent Third Block West DDA fully executed and with all exhibits. This went to Council in the last couple months. lie needs this by Tuesday, Jan. 21, at the latest; today would be better, if at all possible. If it is not ready until Tuday, please call Scott direct at Ext. 5552 when it is ready to pick up; if it is ready today, please call Sarajane at Ext. 5558. Thanks. CITY OF HUNTINGTON BEACH INTER DEPARTMENT COMMUNICATION Economic Development Department TO: Connie Brockway, City Clerk BY: David C. Biggs, Director of Economic Development DATE: . February 14, 1997 SUBJECT: THIRD BLOCK WEST DDA Please find attached the Memorandum of Amended and Restated Disposition and Development Agreement as signed in counterpart by John Tsai (with notarization). You are already in possession of the DDA and Memorandum with signatures from John Tillotson and Mike Roberts, which were executed in and notarized in our office. Under separate cover, Deputy City Attorney Scott Field is transmitting the DDA signature page from Mr. Tsai. Please ensure that the DDA and Memorandum are executed by the Agency Chairperson (Mayor) and Agency Secretary (City Clerk). Please return a copy of the fully executed DDA to our office and forward copies to Mr. Tillotson and his attorney as soon as possible. In addition, the Memorandum should be forwarded to the County Recorder for recordation. This is the only document or exhibit which needs to be recorded at this point in time. Others will be processed upon conveyance of the site to the developer. Thank you for your assistance. CTaa J. C7S—A,) c& CX*., /V0AZ 7 Hfe CITY OF HUNTINGTON BEACH INTER -DEPARTMENT COMMUNICATION WOMOGMN MACH TO.: Honorable Mayor and Members of the City Council FROM: Gail Hutton, City Attorney��� DATE: December 13, 1996 SUBJECT: Disposition and Development Agreement for 3rd Block West Item D-1 on December 16, 1996 Agenda Upon reviewing the Disposition and Development Agreement for 3rd Block West, several additional drafting errors were discovered that were not corrected in the copy that was distributed to the Council. Specifically, Sections of 200 through 211 were not properly identified in sequential alphabetical order. Second, the word "assessed" was misspelled in the heading of Section 217 of page 21. Third, page 2 of Attachment 6 was omitted'from distribution in your agenda report. Fourth, the phrase "except for temporary reduction in the event of damage or destruction as set forth above," was omitted from the beginning of the second full sentence at the top of page 6 of Attachment 7. Each of these matters has been corrected in the DDA that is attached to this memo. �or Gail Hutton City Attorney Attachment: DDA c: Michael T. Uberuaga, City Administrator (w/o attachment) Ray Silver, Deputy City Administrator (w/o attachment) Connie Brockway, City Clerk David Biggs, Director of Economic Development (w/o attachment) Stephen Kohler, Project Manager Dennis Roy, Counsel to JT Development Co. SF/s:G:SF96Memos:DDA-1213 ` 12/13/96 - #2 . + I Attachment 4 SUMMARY REPORT PURSUANT TO SECTION 33433 of the CALIFORNIA COMMUNITY REDEVELOPMENT LAW on a DISPOSITION AND DEVELOPMENT AGREEMENT by and between the REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH and JT DEVELOPMENT LLC This Summary Report has been prepared for the Redevelopment Agency of the City of Huntington Beach (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 and JT Development LLC (Developer). The transaction requires the Agency to convey the entire block on Main Street bound by Orange, Olive and 5th Streets. This conveyance is taking place to allow for the construction of 45 residential units, 40,000 square feet of commercial space and 262 parking spaces. The 1.84 acre subject site (Site) is located in the Main -Pier Redevelopment Project Area in the City of Huntington Beach. This Summary Report is based upon information contained within the Agreement; and is organized into the following seven sections: I. Salient Points of the Proposed Agreement: This section includes a description of the major responsibilities of the Agency and the Developer; 11. Cost of the Agreement to the Agency: This section details the cost of the Agreement to the Agency, including property acquisition costs, tenant relocation costs; site clearance costs, hazardous materials remediation and inclusionary housing production; Ill. Estimated Value of the Interests to be Conveyed Determined At the Highest Use Permitted Under the Redevelopment Plan: This section estimates the value of the interests to be conveyed determined at the highest use permitted under the Site's zoning and the requirements imposed by the redevelopment plan; IV. Estimated Reuse Value of the Interests to be Conve ed:This section estimates the value supported by the Site based on the required use and with the conditions, covenants and development costs required by the Agreement; f V. Consideration Received and Comparison with the Fair Reuse Value: This section describes the compensation to be received by the Agency, and the reasons for any difference between the compensation and the fair reuse value; VI. Blight Elimination: This section describes the former blighting conditions on the property, and explains how the Agreement will alleviate the blighting influence, and; VII. Conformance with the _AB1290_Implementation Plan: This section explains how the proposed Agreement complies with the redevelopment strategy identified in the AS1290 Implementaticn Plan. This report and the proposed Agreement are to be made available for public inspection prior to the approval of the Agreement. I. SALIENT POINTS OF THE PROPOSED AGREEMENT A. Developer Responsibilities Under the proposed Agreement, Developer must accept the following responsibilities: 1. The Developer must acquire the Site from the Agency for $2,159,000. The cash payment required to be made by the Developer will total $142,000 as a result of the following credits: • $1,922,000 for land acquisition advances previously made by the r Developer. • $30,000 for hazardous materials testing undertaken by the Developer on the Agency's behalf. • $50,000 return of the Developer deposit plus $15,000 in interest accrued since 1991. 2. The Developer must construct all on- and off -site improvements required to serve the Site. 3. The Developer must construct a maximum of 45 residential units. 4. The Developer must construct a maximum of 40,000 square feet of commercial space, of which 10,000 square feet must be office space. Of the 30,000 square feet of remaining commercial space, no more than 12,000 square feet can be comprised of restaurant space. 0 2 5. The Developer must construct at least 262 parking spaces to serve the residential and commercial uses. 6. The Developer must agree, in the form of a recorded covenant, to the following property assessment terms: • At a minimum, the initial land valuation must be set at the $2,159,000 Developer purchase price; • Tile initial commercial property valuation must be set at a minimum of $5 million, and; • During the first five years of the commercial component's operation, the Developer will not appeal the commercial value below $7.5 million. B. Agency Responsibilities Under the proposed Agreement, the Agency must accept the following responsibilities: 1. The Agency must provide relocation assistance and benefits to displaced Site occupants. 2. The Agency must demolish the existing improvements on the Site. 3. The Agency must remediate and/or remove hazardous materials or hazardous materials contamination from the Site. The maximum cost exposure to the Agency under this requirement is $250,000. 4. The Agency must convey the Site to the Developer for the agreed upon purchase price of $2,159,000. 5. If the restaurant component of the development falls within the range of the 6,500 square feet currently proposed in the Scope of Development and the 12,000 square foot maximum imposed by the Agreement, the Agency must consider participating in an in -lieu parking program to support the parking needs created by the additional restaurant space. 6. The Agency must accept the responsibility for fulfilling the inclusionary housing obligation imposed by Section 33413 of the California Health and Safety Code. The production requirement created by the 45 unit residential project includes three very -low income units and four low/moderate income units. K 11. COST OF THE AGREEMENT TO AGENCY The costs to be incurred by the Agency are comprised of land acquisition, demolition of the existing improvements, tenant relocation, hazardous materials remediation and off - site production of seven units to fulfill the Section 33413 inclusionary housing requirement The Agency costs have been identified as follows: Agency Acquisition of City Parcels $4,080,000 Agency Acquisition of Third Party Parcels 2.222,000 Estimated Tenant Relocation Costs 500,000 Estimated Demolition Costs 200,000 Hazardous Remediation Testing/Costs 280,000 Affordable Housing Production' 500,000 Total Cost to Agency $7,782,000 (Less) Developer Land Payment (2,159,000) Net Cost to Agency $5,623,000 'Extrapolated from average assistance per unit costs presented in the Affordable Housing Strategy prepared by Keyser Marston Associates, Inc. As indicated in the table above, the total cost to the Agency is estimated at $7.78 million. When the land sales proceeds of $2.16 million are deducted from the costs, the net cost to the Agency are estimated at $5.62 million. Ill. ESTIMATED VALUE OF THE INTEREST TO BE CONVEYED DETERMINED AT THE HIGHEST USE PERMITTED UNDER THE REDEVELOPMENT PLAN Section 33433 of the California Health and Safety Code requires the Agency to identify the value of the interests being conveyed at the highest use allowed by the Site's zoning and the requirements imposed by the redevelopment plan. The valuation must be based on the assumption that near -term development is required, but the valuation does not take into consideration any extraordinary use and/or quality restrictions being imposed on the development by the Agency. The Downtown Specific Plan requires that the Site be developed with commercial uses or with a commercial/residential mixed -use project. In an analysis dated December 1, 1996, Keyser Marston Associates, Inc. (KMA) concluded that given the Site's size and the current market cond1ions, a mixed -use project represents the highest near -term use of the Site. In reviewing the requirements imposed by the Downtown Specific Plan, KMA concluded that the currently proposed Scope of Development for the Site exceeds the size of development that would be allowed by the Plan without special permits and joint -use of 4 parking. Without these exceptions, the Site's value would be limited to approximately $802,000, and with these exceptions the value was set at $1.75 million. As such, the KMA analysis determined that the proposed Scope of Development represents the highest use for the Site assuming near -term development is required. IV. ESTIMATED REUSE VALUE OF THE INTERESTS TO BE CONVEYED The Agreement limits development on the Site to 45 residential units, 40,000 square feet of commercial space and 262 parking spaces. The Agreement further requires the improvements to be developed in strict conformance with the construction quality standards established by the Agency. However, the scope and extent of the proposed development represents the highest use of the Site assuming near -term development is required. As such, the value of the Site at its highest use also represents the fair reuse value of the Site. Thus, the fair reuse value of the Site is estimated at S1.75 million or approximately $21.80 per square foot of land area. V. CONSIDERATION RECEIVED AND COMPARISON WITH THE FAIR REUSE VALUE The Agreement requires the Developer to purchase the Site from the Agency for $2,159,000. Thus, the consideration to be received for the Site exceeds both the established fair reuse value and the value of the Site at the highest use allowed by the redevelopment plan. V1. BLIGHT ELIMINATION The Site was occupied by a surface parking lot, a vacated bank, and two functionally obsolete office -buildings. Over time these uses fell into disrepair and were occupied by a disparate mix of office and residential tenants. The proposed development of the Site will eliminate these uses and will assist in the revitalization of the Main Street corridor. Vll. CONFORMANCE WITH THE AB1290 IMPLEMENTATION PLAN The Main -Pier Redevelopment Project Area has an established goal of revitalizing downtown Huntington Beach. To assist in fulfilling that goal, the Agency identified the development of a new mixed -use project on the Site as an objective of the AB1290 Implementation Plan. Thus, the proposed Agreement is deemed to be in conformance with the AB1290 Implementation Plan. 96s27.HTe 14066.0039 12/2M6 5 e e CITY OF HUNTINGTON BEACH LJO Le" INTER -DEPARTMENT COMMUNICATION MLwnwGrON eta[„ TO:. Karen Foster, Risk Manager David Biggs, Director of Economic Development FROM: Scott Field, Deputy City Attorney Srf DATE: September 18,1997 SUBJECT:' 3rd Block West DDA Attached please find a copy of the certificate of liability insurance and endorsements in favor of the City of Huntington Beach and the Redevelopment Agency of the City of Huntington Beach. This certificate and endorsement meets the requirements of Section 309 of the 3rd Block NVest Disposition and Development Agreement. Attachments c: Gail Hutton, City Attorney Jennifer McGrath, Deputy City Attorney John Tillotson, JT Development Co. �tTe Ausbrooks, Orange Coast Title y Clerk SFIs:G:SF-97h1cm0s:3rdBW913 91IM7 - 91 i Sep-15-97 02:27P Weaver & Associates,inc- 818 445 3727 P.02 I.. . ,� ... L• JY "Ti- 7.f ��..�.1 DAS['.k+4C47Tj GEHTIFJC1=:�;IYTa.U�4-C_'ti:_T,;ys,��';:;;; 0911597 r.�w..war w.•:•.:;.i.:..?!r;!�..... Y'+-.•.n.re�.-.r. ... i�.r .-,....r.�.:l:.:...:..,•„+. rweOxtn THIS CERTIFICATE IS ISSUED AS A•MATTER OF INFORMATION eaS'er �c %LCtlTtialil'S,1nC. ONLY AND CONIFERS NO RICHTS UPON THE CERTIFICATE ESOTHEIENDEXTEND OR 711 IV. Camino Real (9I007) ALOTER T EHIS COVERACE AFFORDED BYRTIFICATE POLICIES BELOW. P.O. Ilex 1508 COMPANIES AFFORDIN15 COVERASE Arcadia, CA 91077-1508 COJA,AVY A Steadfast Insurance Co. _ I�iVRED - �+y��y • � •• J.A. Hill Corparation EI New 11amphlre Irtsttrance Co. JTDeveiopmt:nt Cumpany LLC C061PA ,,Y Plaza Almeria LLC C 3579 E. Fuuthill Blvd., #330 COuPAhY 11tudt1! as, CA 91107 KNIF a �tt //��11 pp [[����• � .,.... ,.. ; .::may � ] .. .�,.. �. ...._._:..r;�...:,._r�:,:_:.�;:.::..:•:::;::: W__{�!1�rLi.'ii �i•ti.;.s�..t: `.-.i"i!_:[�--t-l�"ram..-'�.:• w�:iiill- '� t-....•... r.. w.. .. r_� .. .�. . «. �1.. �.. = THtS IS TO CERTIFY THIN T IE POLICIES OF INSURANCE: LISTED OELOw HAVE Betm tSSUED TO II IE INSURLD NAUED ADOVE FOR DIE M.ICY PFRm00 INDCATED. NOTWIT14STAND:M1O ANY RFOUIREVENI, TERM OR CONDITION OF ANY CMRACT On OTHER DOCUMENT WITH RFS?FCT lO WHTCH THIS CER13FICATE MAY RE ISSUFD OR MAY PERTAIN, THE INSUnANCE AFFOP4ED RV THE POLICIES DESCKIeEO HER:I!4 IS SUB iLIC.1 10 ALL WE }ERRS. EXCLUSIONS AND CCNDII IONS OF SUCH F'OI ICTES- LIMITS SHOWN MAY RAVE ELCN It[DUCED BY PAID CLAIMS. TTet OFI*wRANCE POMY INLIDE 1KKIC� LTisenYL r9tlCK LIFtAATlO11 LH,ITs OR OATS WOO.") DATE II,IILVOLTY1 A OENtRALLIAMLITT — - SCO 2669896-00 OR 2a�97 OR120; SIv CEKERALAGGnccAIE 1 tnODUCT3 •CGLIrraPA00 CCukJFnCIAt GCWnAL LIAOLIT'V II 1,O^QiJ,I^}p1n - L'I,A1911A.')F ' cccu11 PEA9QIJAl i A7V yC.ItJ11Y E V*nEREiCO-4TRACTOR'cDAOT ' i ]JQnDJcozr EAU+CccvnAENCE -Fu-tE CAMA0E 1A.ror Ir.l X Broad Furm PD _i X pF Cuntrrctux AurWOrLEUAKurT CVwN,I.E:1 Y,NOLE LAJ11 i AVT ALE - L I ALLOWz;0&"TGs anv:IT INJURY SCMEDULE D AZOS Ir.r pws" WAEO AJTDS E10D'LT IN IL: AT s Na�aK+uawaTos IPw. recce,! rnGJtnrr DAUACC i TIAAkd;LIArruiT AUTOO•rLT - EA ACCOCKT i IVhY AU10 OI11[It TI IArt AUIU GJ4Y:-`- - -- - EAZNA,-CIO[NT -- = AaOAECtAIE i H EACESSUAetfTT 3200-9318 081211137 08/20/99 Cho?cccvl"INCT: : 4,1fU1},1lUU _- LNIIAILLAronM Ar.GRFOATF i 41000,000 i T X oTl•ra m mIAN u uanFLLA rOnO WOR[[Ri COMFUISAETOIt ANO ELd1LOTETt' UA1wL1TT EL EACH ACCIDENT i TMEVROVA11mv r,,T;L RE= F D�F i'15 FORM 0 FORM _ VISFAFF-POLCYLIIAIT. i e- EIGISEaSE•EAEM14LritC I GAIN_ h aomey Ci By Deputy yl OL7CP'FnTJR 9!CaFLJTA TIpJr31DGArTpwrr WCl;[t`f+EPAIITEA.s r, rJ� d� Re: Ptaxa Almeria Projtct CERTIFICATE HOLDER IS NAWD AS ATH)MOtiAI.INSURM PER ATTACHM FORM STI-•01211 PRIMARY & NON-CONTRIBUTING INSURANCE AND WAIVER OF SURROCATION rROVISIANS ttii I1iy ]Niiiki hir.f�tiri T�►Ftacnt c� t'tt>nrlaai (H•,.t«r{I,J+Asra:r::i::Y:CANCELLA7ICY: WMO Arr OF THL ^*OVA EUF-$Cf" I(D POLKSts PE CAIICILLED SUOMI! r"I City of HUTIlinglun Ittath, ex POUTION DATE TNEVEOF. TIIC MWNO CDWrAMT WILL E7C1M%XXR2Z TRAIL Ilunlinglon Ilrach Redevelopment PATS wryrlFr ROTICC To Tnt CLRTIJTCATE HOLDIA IIAMEP To ror tcrT. Agency, I Ls Agents, Ailietrs aE Ea�LxE,omeas,.r�xn+rnTl.ma>�s r+sMzg. vxxWL:I..:o„WI a„ft,.t1L anti EnlIllnrtes 9IXWIIN`1]¢IId13WK=YY4a kdaU"-M k E 101%A11tl[ KJIklIRk7nla tLLL1111fi\Q 2WO Main Sure Aut�x OncFRE�crurrt; 1lnntingten 11cach, CA 926/JR V �� �����"" _ ��yy.yyI�•��7{��ly y a w►.ww. 1r. •..n.� �Itawl•-NV F nAaa�Y •.w+. �i �•'�w _ _ _ �►Vi.tilll �7^3•f��:�MIg:.. ..twr: •r.!.:i'= !:T.:�::`!-.'1�._a:�: .'L :fit :. •h• '..- ��:i�� '+� r Q•AL fro RCQf'1PQr;ATtQi1988- 7 Sep-13-97 02:28P Weaver- 8 Assoc iates,Inc . E318 445 3727 P.03 Sep-15-97 02.28P Weaver- & Assooia'tes,Inc. 818 445 3727 P.04 r 1rr, r.law.*4v `' Non -Pre -niuin Endo■ .,.,lent i 8/19/97 '°""""''"'' . 1 Imodby 0 Stcxdlast Ittsurance Company �Po:+cy Nu�n:of Caitl6e■Is' N:■1,1ynr � i,an,o, nev+ed ". '� �--•-..__�_ SCV 2GGY39G-U0 I r J.A, HIL). CORI% .IT DEVF:LOPMrN-r CO., LLC; I'LAZA ALMERIA 1.LC Piccucer Picivrer fto.. V c W.K. COOPER & COMPANY prxpl;on (Ma,trf-vi 1131rpq iv;ih PYCRIJ and Ums of eiwommovant Po1;cp Fuivd: 18120/97 8 20199 _ 12:U1 a.n. 11 h 11;ruro IN&I tril poi.cy Ic numoy acne -iota as i16iartnd. AU olticr trtm.% n•rd r.>..caans of tros poucl remi-n visnonyrd. 141,ANK ].I!WffjQE�Li1.[.T _ y1LOR5F rrar It is c freed 111ut the Persuos hlsuted (Section Il) in -11pelleel) IV irrtiide the efluk; 11amod bulovi as an zddNonal insured Under INS Policy, Irttt uAp aS respf!rb L•sbilt:y atitilig out 01 work petlulmed by of 1vt lire uam,ad insured on beha,r of Ilse addlir lml in;lrred. Ills rtlr[her agreed thM naming 11-p be'uw individur)1(s) as atl irlsurr.d durc not sewe to Hausa the Company's Limit; or ti4hilily a.- spedliied in Vie Vedirations (it this ttVli!•y. rtic-o ArlM- 1 n3L1r-:Sj. Ail enG1i: andfur pctsons It)( whom Il!e t1:Irrled in-mcd. under written cnto..mr6as agrP.ed to provide covorage as an addiZbn I insured. Sy-,a[ur� of /11rn1erir6 lictrrcce�r��'�e s;ru>atrtrt++�, Sirova Stoadfast 111suratice C0111D.-my 5e"-15-97 02:28P Weaver S Assaciatcs,lnc. SIB 445 3727 p,OS t �•vri-Promutn Endo�+Vmer�t °'i�r' 19 x - . �`"'�ili lsrur3Lr . Steadfast Insurance Ccmpany l r+arrs� 1y.+1J� SCO 2669896-UU 1 J.A. HILL Cw C011P. ; JT VPVFLrrlInr•.N'1 Co., UC; PLAZA AU-01IA LLC pro4vur —� Drouuuo' No. -OFC U.K. COOPER S CO'ArA"Y ���� Ir+vPrxrn (lip^V' gar-Fe•'f EYplr31err1 tMwdrl �J7Y•it7rr �tr�-.trvn iSt;p arr� iv.1� of Endo-7C+'.Cnt policy i3%ZUr97 f3 2i1 99_ ,. 12:1?1 It 1: agree.d that Ur : rcecy ii heroby D'Zfl tnl ,+ nt mind. All OU1.11 t1'r11::N a;wr I`.* vI Ism TWICY itmmwl gn(!►ilt9ptl, i1RlMArty f Noff-COrfTs;MUTORYMURxANCE CHOORSEMFftr In co1l.;Jerzil: a of Vie paymectt cif Mn Irte ttituttt, if is huraby l:tldel to l nrld oglecd 1JIat Sectinit S. Uther Irtcuranco or irrovIstou IV, Cottdittons% is deleted in its entirety and relrrcicecl try the f011uw1l ILg: atht:r Insurance: When both this imiuranrt, ;'rid Other illswance apply to a loss crt Ille Q'Ime basis, whe?her [tie Oter haurance is Staters as ur slimily, excm or miti:1urilt, the company shall 4.4t tic liable U11di'.1- [fii,; polity fora q:e3:er pro}Tcrrtrurt of this less than Umt v,laled In U-P appl:cable convibut;mi pruvla;on t>rlcm: (•) Cartttibutian by Equal Slimes. It apt of such olhar valid aril! CC0r.C11blc in Umnca ,rvvides for ronlributiun by eclu;tl sharps. Pie company clt7ll nut �© liable fcr ;� pie l7ropolliun of suc:li SItUrP until the Via bwe-.1 applicable IIIIA of liability u:tder arty one liclit:/ or Ifie 11111 t'FWUllt Uf Ulr: JOSS is paid. and willi respect to 7ttf a=tlnl Of loss riot so P.-lid the rclrlYrliuq illsurelI Ulell ton',inuo to ContriVute equal slWles of the remaining arnnlint rf tiny less unlit e-xh sues instur;r has paid its unlit In lull or Via ful! ornount of tile: loss Is paid itr) Contributloil by Lienita. If any of ssich vlheI :assurance does not pluvide fir ccultribution by e(jun) .*.lures. b1t' rudip- by >rhall 11ul be liable 3nr 11 grea,rr 13(o oltiols of S1101 IC.rs than the 31)1111t.,ble UID4 or Galsil'tj vlldCr Otis Pepe/ fnr St1Ch Ions bears to isle total applitat.le limil of liatrtlily of att valij a,rs etltteclinln itisvlartce ngaimt vich tnss. Notwwist-;ndmg 1tie fvregoAg, utt! earnuany agraes Ulat such inawonce a. Is afforded by this policy for lit@, benefit of certirrmte folders inctuded os persnrts insured snail be primary Utld non-conlr,buUmj lltsurance, but arty as sesyecls a ctitittt, Icss Cr Nabil•,ty arjs;nq out of itisurtd eperativw: or werk on behall of Ilse mmmd iltsurod pegioctn ed under a w6tten ccrttlac: between tttc name.:] htsuled and certi�rc,le bolder Nisi requires the namcd 'imured to cnaitltaill such plinrary nrtd rivii-cortributory irlstrrinc ,2 anti it) include file cedfim:e bolder a a pCwn irl5trled tttrraurnkr. S+vnatasl► at aa�ru.n.tiMd I+us►tq=lR:a1rC 5epr�1;5� �7. 02:28P Weaver 8 Associates, Inc. 818 445 3727 P.06 Nort-Premium Endors©ment tc:•sea by 0 Slcadfast In3urance Corrrpat+y 1 r...o..A In r'ok y R,ntb=r 'CC1Id1'ute burr lw!r flrllHt) ir.�ur�Q • - - •—�`"- sco 266909G—l)13 t ,u , • ;. - , . "' ' A LLC roCucar rvcar f{o. - U C N.K. CUVPLt( & COMPANY Inception VAont+rOpy-Yq)r) Exph:lton (MOOS E�nd�Yr Vera s.Ki3lmp vlyr EndvReno�t • PoAtr Fcr�od: '8/7.0 97 /2=19-__.... 11 m It iS s� .{tcU tl13I 11,L2 ror_Y ig narebj O I L ►And :a 6ics:r;r. !tY'tf rq+trcc a, t {Ant,',trons of to sl policy relilCln 4rChGApt1}. SLANltCr vwvm or SUBROGATIMI Toils C-14DORZENENT CHANGES THE POLICY. rl.FASE 1tL•M rr CAf"{IENI.t.Y. The Mumn is addcd to SECTION V _ CONDITIONS: We waive any nglit of rscoverp wt may lrave 09'Vins; VIC pug!;cn ur erganuaVon drawn 51 Ilia 5clifdute becatrs? OF payrnentS We n.3ke for injury cr d3nlage tuisiny vul of 'ycvr v:crk' dunrt under a Written conimcl with mat perscn or mg The w3ivir aopks only to the rersc a cr clrgani7ilinrr shcwl:ln Utr! Schedulo. 52CI(E.a F E. Person or Orgarizatiun: Al ; �ftics for wht;rif yvv tfav(1 n9feud, undr_r vaitler. co:ilra_-1 for'pur'drvrk,' to waivq your Ingal fiyt•;S of indartuufi;,niion. All other tcrms^ anti toad;tioim reirttlin crtiehnngurl. S,IQna1vic o: AuV,orReat RCD'4C.CA1*:ivC :Rz- v:.IT)I W1 SLen Nut tlrs,tr;tf,ao cot11p,-ttty TO Tfaf f . pt; -aeT3-25-97 02_28P Weaver 8 Associates.Inc. SIB 44S 3727 P.07 rY.• !!':-:!7�1-i1"M!7: S! •- w.a../.v..r. r_l• w--_'.'f Plenauctll TH15 CERTIFICATE M 133UED AS A MATTER OF INFORMAIJOU Weaver Associatrs,lnc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE CERTIFICATE ES711 W. Camino Re=1(91007) ALCTER THEHIS COVERAGE A FORDED BY�THE POUCAMENO IE BEOLOW P.U. Box 1508 COMPANIES AFFORtxNG COVERAGE Arcadia, CA 9I077-I508 co,IPAh-r '— A Golder: Eagle 1nS. Corp. __ _ J.A.1lilI Corp. E 3579 E. Foothill Blvd. COMPA.1Y Suite 4#330 C Pagdetta, CA 91107 ---�— -� - --- co�rM•r kbI a �i?!� �:�'7.�'rN:t: �f:]'Si.:a:lw�'i .i.:i--�'_.++.w. .wt...r�.•M':'. !:•_ ._�.'::..apt..:r'4!►ti�::ii:ir�La�::�%w=�w::sy.;Y.'�..:. .Y:• ' 7M16 IS TOCERTIFY TIiAi TI IE POLICIES OF INSURANCE LISTED SFLO HAVE PEE14ISSUED TO THE INSURED NAMEOA$OVE FOR THE PC[ ICY P[n,07 IND ATED. NOTWITHSTANDING ANY AEOUITIELMNT. TEr'I>4L On CONIXIIO"I OF ANY CONTnACT On OTHER DOCUFAFNT IKITII 1C-SPEC 11O WHICII niss CERTIFICATE MAY aF.. 3S5LDC0 On MAY PERTAIN. THE INSLIRANCE AFFonn=D BY INC POLICIES CESCn4rn 11E11EIN IS SUBJECT TO ALL ITIE IEAWS• EXCIUSIONS MD CONDITIONS OPSUCH POLICIES. LIMITS 511OWN MAY 14AVE BEEN REDUCED nY PAIU CLAIMS. LO TYPE GPIMa:1RA.rCC PGIJCY MUMi[R _1n - POLfC7 tfrECnR roL1C: iAP1MnOh 1r.A T! DAY}Iu�.DO'1'r1 CATErwt%MViJ QDoEAAL i1A&LIr1 AOLUICCATE 1 COuwERGAL%%ERA;L1A1 xiI1 11%oux-s-cousmouu% _ l I CLA M S UADE n QL` Vn PAnSQ,;AI 1 A-N MIA:0.r ISOvorr R 3 a my inACTOR'S PnOT (ALm Or(;y-:EHCE Is =FIAECAUAGEIAnyo-s%w) _.-._ -. •— 1JEDEIU'{ArfeMMK�•-} � f AUTQWZRi F LIABILITY rfMt9iMED �J.�.GiC L u.T : A'IY A:111) A.L 0^1 O AJTCS . voDlLrsrnr;tIr 1 SCKDLL;D AU:011 tilts t—) M:AED AU108 RODILY INJURY Is KOPY-O k-EUA:nus IP« WE144PIM PAOPCRTY DAUACC . • I r I S 11 OAAA4L UA6A 1tY AL1T,7 CNLY . EA ACC_4A 0 S -•.. ANYA;:TD 0114F..R T4AP. AV100*r:Y AGCA;TSATF s EZCLllsuaaLTY EA''►lOCCIJfinaNCF 1 LIMBRELLArOA11 AOOREWIE '~ _ .• 1 •• ono A !LAM WR4CLL A"AU s A 7fo'"NA [oYKX6A'am "Pell/ cr..o•10101 LJAI+UTY N%VC-419373.03 011OM7 OV1t1198 �oAY►° t __. . "' -1.000AQ_ !LEAcI,A,-Clcchrr # THE Pc�In�Icw PAAtNEA ,'1Ccv'1n,v ML Rx EL91aEAsi.VOL ICY I Wf / 110e70SO OFFC rxcL QL OSEAFE - EA [WILrirE: 1 I O 000 0 fnt+1 DE14APr1034 Or 0EMAn0I1St0CAI10RiYEHCLtsa.tDAL 17fi/6 Re: rlaza Almeria project 7AI'NO..`::..«::C3r•';r.rLi1�="r4'kF:uiit!-ot3k�gierilosl'icsclus:i~.=-:' 111400.0 AV OF TT1t AWVE Ctx*rDED POLICIES fi CAMCIELLED 91FOPE "At City of Huntington Beach, "Untin, Kun[ingtan 1ltatlT RtricYclopmcTai tdc i0fricu cm,nAIVII VAIC Lora+. Inc 1ssUlrla COIN ARr .� ""nL ssrly AaArL dA� WRTTE11110110E TQ THE cERTPTCATIE ucLDFR IIAMED TO 11+[ LErf, Agenand cy, Its Agtoh Ag _2D_ plts =now Wain oa;Y11wi[xal9arl1L 7000 !'lain Sum it X>l1P2 f�><■ A AlrQx;lF�eS ICI-.�IU3K A nn� a A ■ sc ■ i R+rtYtaAA+i Ibillt 11r.tan tsczelT. CA 92648 AVI .,,Ra,,,tsr14TAnrt ��Q��.. �.. : • ::;�... Ri���.Ab90fiAt70f1bm ....ri.:�ti ,S;rn1,�s-.lA