HomeMy WebLinkAboutJT Development Company, LLC. - 1995-01-17t'.)
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jj "le CITY OF HUNTINGTON BEACH
2000 MAIN STREET OFFICE OF THE CITY CLERK CALIFORNIA 92648
COINVE BROCKWAY
CRY CLERK
My CLERK 111TER -OF IRANSIMITTAL M.GARDING ITE-Al APEROVED 13Y 3:1 IE
!CITI'COU�NCILIREDEVELQP,NIE'L%:T AGENCY APPRQVEV ITE',%I
DATE:
TO: dl�o� ATTENTION:
N'M�(
/--T z 7�z DEPARTINIENT:
sue!�/' _; - REGARDING -
City, State. Zip �/
See Attached Action Agenda Item DateofApproval - !2�-/5-177
Enclosed For Your Records Is An Executed Copy Of The Above Referenced Item For Your Records.
Connie Brockway
City Clerk
Attachments: Action Agenda Page Aereemcnt
RCA Deed
p
DFAV
- Bonds Insurance -
Other
CC:
Name
Mpartment
RCA
Mrcement 71-5--rallce cr
Name
A .. —rc..., Insurance Dzhcr
Mpartment
Name
RCA
Acrccnient 1115,drincc Oihcr
Uk-panment
Risk Management Depirtincrit Insurance Copy
ci rouo"uplaunits-IransItf
ITelephone: 714-536-52271
CounciUAgency Meeting Held: IFJ15197 6 0.0.3e,
Deferred/Continued to:-
U'Approved D-Conditpp�t�pproved 13 Denied Acf--j City ClerWs Signature
'r -^ e r% r-: - ,
Council Meeting Date: September 15, 1997
Department ID Number CK 97-004
CITY OF HUNTINGTON BEACH
REQUEST FOR REDEVELOPMENT AGENCY ACTION
SUBMITTEDTO: HONORABLE CHAIRMAN AND REDEVELOPMENT AGENCtr
MEMBERS
SUBMITTED BY: CONNIE BROCKWAY, AGENCY CLERK
PREPARED BY: CONNIE BROCKWAY, AGENCY CLERK
SUBJECT:
C5
X
M
mc�
C%
jp
RECEIVE AND FILE DOCUMENT ON BEHALF OF THE
REDEVELOPMENT AGENCY (REVISED SCHEDULE OF
PERFORMANCE TO AMENDED AND RESTATED DISPOSITION
Amn n;=x/i=i OPRAPNT ArZPF:I=IV1l=K1T-TWIPn Al ('1rkVUF:-qT%
A
Statement of Issue, Funding Source, Recomrvended Action, Alternative Action (s), Analysis. Environmental Status, Attachrnent(s)
Statement of Issue:
On August 19, 1997, an original document revising the Third Block West Disposition and
Development Agreement was transmitted by the City Attorneys Office to the Agency Clerk to
maintain in the official record of the Redevelopment Agency. The Agency Clerk is
recommending official Redevelopment Agency recognition of this document.
Fundinq Source:
NIA
Recommended Action:
Motion that the Redevelopment Agency receive and direct the Agency Clerk to file the
Revised Schedule of Performance to Amended and Restated Disposition and Development
Agreement (Third Block West) dated August 11, 1997.
Alterriative Actlon(sj-
Direct that an alternative procedure be developed that would be consistent with good record
keeping practices and acceptable to the Agency, Office of the City Clerk, and Office of the
City Attorney.
E-) -�
REQUES+�OR REDEVELOPMENT AGEkC)Y ACTION
MEETING DATE: September 15,1997 DEPARTMENT ID NUMBER: CK 97-004
Analysis:
An official record of receipt by the Redevelopment Agency is necessary. A motion to
"Receive and File" by the Agency will allow the Revised Schedule of Performance to be
reflected in the official Agency record. The Minutes are kept on -site in the vault and off -site
in another state and serve as a record of the existence of a document that changes the
previous document approved by the Agency. This allows all documents that change the
previous action of the Agency to be formally documented. Also, when the public requests a
computer printout of Third Block West DDA Redevelopment action s/act ivit ies, the public will
have knowlege of all of the documents in the official file.
This request for Agency action does not request approval of the document by the Agency; it
requests that the document be Received and Filed by the Agency with direction to the Clerk
to maintain it with the original DDA. (Agency approval is not necessary per the City
Attorney's Office memorandum dated August 19, 1997.)
Environmental Status:
NIA
Attachment(s):
1. Revised Schedule of Performance to Amended and Restated
Disposition and Development Agreement (Third Block West)
2. Memorandum to City Attorney from City Clerk dated August 20, 1997
3. Memorandum to City Clerk from City Attome)(s Office dated
Auaust 19. 1997
RCA Author CB
CK97004.DOC -2- WNW 9:05 AM
I two
MMMUMM h.-I
WHEREAS, the Redevelopment Agency of the City of Huntington Deach, a public body,
corporate and politic (the "Agency") and JT Development Company, LLC, a California limited
liability company C'Developee), previously entered into an Amended and Restated Disposition
and Development Agreement dated as of December 16,1996 (hereinafter referred to as the
"DDA"); and
Sections 603 and 105 of the DDA authorize the Developer and the Agency, through its
Executive Director, to revise the Schedule of Performance to the DDA;
NOW, THEREFORE, the Agency and the DW.-veloper hereby agree to revise the Schedule
of Performance, which is attached as Exhibit 6, to the DDA by adopting the new Schedule of
Performance attached hereto.
IN WITNESS NMEREOF, the Agency and the Developer have agreed to the revised
Schedule of Performance attached hereto as of the date set forth below.
DATED: August. - 1 1997 "AGENCT'
REDEVELOPMENT AGENCY OF THE
CITY OF HUNTINGTON BEACH, a
public body corporate and politic
h a e i1T. U�b A�e�ma g a
Executive Director
By: - An'—C.&W
David C. Biggs
Director of Economic Development
APPROVED AS TO, FORM:
,-A-��l 14c�
7� __:t= - -
y ?(ItAgency Attorne
y
[SIGNATURES CONTINUED ON NEXT PAGE]
7/31197-#2
JT DEVELOPMENT COMPANY, LLC, a
C * ornia Limited LiaW—Uty Company
By-.
J Tillotson
Managing Member
SF-97Agrce:DDA-&12
7/31197 - #2
L
REVISED ATTACHMENT NO. 6
Execution of Agreement by Agency. The Completed as of December 16, 19 96.
Agency shall approve and execute this
Agreement and shall deliver one (1) copy
thereof to the Developer.
2. Submission of Application for Land Use
Entitlement
3. Design Review Board, Planning
Commission and City Council to approvc
the conditional use permit, tentative
subdivision map and all other
entitlements.
4. Soils and Preliminary Grading Plan
Approval by Developer.
11. SUBDIVISION IMPROVEMENTS
5. Final Subdivision Tract Map. Developer
is to prepare and City is to process or
cause to be processed Final Tract Map
for approval for the Site to be sold to
Developer.
6. Developer begins off -site improvements.
7. Recording of Final Tract Map, and
issuance of building permit for
conimcrcial phase.
SF-97A&me:DDA-6-12
7/3 ZJ97 - 02
Completed.
City Council approved conditional use
permit, and tentative subdivision map on
April 7,1997.
By no later than September 1, 1997.
Developer to submit Final Tract Map no
later than July 1, 1997.
May be begun at any time after approval
of Tentative Tract Map.
By no later than February 15, 1998.
Revised Attachment 6
Page I of 3
8. Opening of Escrow. Agency shall open
escrow for conveyance of fee title to the
Site by Agency to Developer.
9. Developer bids draMngs and obtains
construction financing
10. Submittal of Financial Statement and
Evidence of Financing.
11. City shall be ready to issue building
permits for grading, excavation and
foundation. Council shall approve the
Final Tract Map.
12. Conditions Precedcnt. The Developer
and Agency shall satisfy or cause to be
satisfied the Conditions Precedent to the
Conveyance.
13. Disposition Conveyance. Agency
conveys title to the Site of Developer by
the Grant Dced (Attachment No. 7).
14. Developer to apply for building permits
for grading, excavation and construction
of foundation.
15. Commencement of grading, excavation
and construction of foundation.
16. Developer to apply for building permits
for Commercial Phase.
17. Commencement of Construction of
Commercial Phase.
SF-97Agree:DDA-&12
7131/97 - #2
As of this date, Escrow is open pending
completion of Conditions Precedent.
Prior to conveyance.
By no later than September 15, 1997.
By no later than November 15, 1997.
By no later than November 1, 1997.
By no later than November 15, 1997.
By no later than November 1, 1997.
By no later than December 1, 1997.
By no later than January 15, 1998.
By no later than February 15, 1998.
Revised Attachment 6
Page 2 of 3
18. Submission of Complete Construction
Dra%kings and Landscaping Plan.
19. City issues building permits for
Residential Phase.
20. Commencement of construction of
Residential Phase.
21. Completion of Construction. Developer
shall complete construction of all of the
Improvements.
SF-97Agrcc:DDA-6-12
7/31/97-02
By no later than March 15, 1998.
By April 15, 1998.
By April 15, 1998.
The Developer is to use due diligence to
complete the Improvements within
fi fleen (15) months after commencement
of the Grading; 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
Ulan twenty-four (24) months after the
earlier of (i) the commencement of the
Improvements or (ii) the time
established in this Agreement for the
commencement of construction.
Revised Attachment 6
Page 3 of 3
.r_. - f
C/O G-
CITY OF HUNTINGTON BEACH
INTERDEPARTMENTAL COMMUNICATION
HUNTINGTON BEACH
TO: Gail Hutton, City Attorney
FROM: Connie Brockway, City Clerk
DATE: August 20, 1997
SUBJECT: THIRD BLOCK WEST —REVISED SCHEDULE OF
PERFORMANCEITILLOTSON
I received from your of fice the above Revised Schedule of Performance Third Block West to
file with the Amended and Restated Third Block West DDA that was previously approved by
the Agency.
I checked the sections of the ODA referenced in your memorandum and found where ihe
Executive Director (Mr. Uberuaga) is authorized to execute the document with Mr. Tillotson, so
I will file this document with the Agency approved ODA. Because I believe the record of
Council/Agency actions must be maintained through formal procedure, I will also transmit this
document as well as the Waterfront document (mern3 attached) to the City.
Council/Re development Agency to Receive and File,
These documents are safe in my vault; however, I believe a record of receipt by the legislative
body is necessary. A motion to "Receive and File" by the legislative body Will allow the
extension of time to be reflected in the Minutes. The Minutes are kept on -site in the vault and
off -site in another state and serve as a record of the existence of a document that changes the
previous document approved by the Agency. This al,ows all documents that change the
previous action of the legislative body to be formally documented. Another reason is when a
citizen requests a computer printout of Waterfront DDA actions or Third Block West ODA
activities, the citizen will have knowledge of all of the documents in the file.
My RCA will not request approval of the document by the City Council; it will request that the
document be received and filed and direct the City Clerk to maintain it With the original
document.
cc: City Administrator
Attachment: Revised Schedule of Performance To Amended And Restated Disposition and
Development Agreement (Third Block West)
Waterfront Hilton. LLC-Lease Assignment and Assumption Agreements and
Development Agreement and Permits Assignment and Assumption Agreement
cbmemo&'974)93cg
CITY OF HUNTINGTON BEACH
INTER -DEPARTMENT COMMUNICATION
"VNTINGION UACH
TO: Connie Brockway, City Clerk
FROM: Scott Field, Deputy City Attorney 5&
DATE: August 19, 1997
SUBJECT: Third Block West
Attached please find the original to the revised Schedule of Performance to the Third
Block NVcst DDA. Pursuant to Section 603 of the DDA, the Agency and the Developer
may agree in witing to amend the Schedule of Performance. Further, pursuant to Section
105 of the DDA, the Executive Director of the Agency may agree on behalf of the
Agency to amendment to the Schedule of Performance.
Pursuant to this authority, the Executive Director, Michael T. Uberuaga and the
Developer have agreed to a revised Schedule of Perfoanance. Accordingly, you should
maintain this revised Schedule of Performance in the same file as the Amended and
Restated Third Block West DDA.
Attachment:
C: David Biggs, Director of Economic Development
G:SF-97.%(cmos:C1cf k8 19
V19197 - 01
k.d �.d
RCA ROUTING SHEET
INITIATING DEPARTMENT:
CITY CLERK'S OFFICE
SUBJECT:
Receive and File Document on Behalf of the
Redevelopment Agency —Revised Schedule of Performance
to Amended and Restated Disposition and Development
Agreement (Third Block West)
ICOUNCIL MEETING DATE:_�__
____.§epjember 15,1997
RCA ATTACHMENTS
STATUS
Ordinance (w/exhibits & 1�qislative draft if applicable)
Not Applicable
Resolution (w/exhibits & 19islafive draft if applicable)
Not Ap2licable
Tract Map, Location Ma2 and/or other Exhibits
Not Applicable
Contract/Agreement (w/exhibits if applicable)
(S:gned in full by the Q!X AttoLSeA -_
Attached
Subleases, Third Party Agreements, etc.
(Approved as to form by City Attomey)
Not Applicable
Certificates of Insurance (Approved by the LtZ Attomyj
Not Applicable
Financial Imeact Statement (Unbudget, over $5,000)
Not Applicable
Bonds (if applicable)
Not Applicable
Staff Report (if applicable)
Not Applicable
Commission, Board or Committee Report (if applicable)
Not Applicable
Findings/Conditions for Approval and/or Denial
Not Applicable
_j
EXPLANATION FOR MISSING ATTACHMENTS
I REVIEWED I RETURNED I FORWARDED I
Administrative Staff
Assistant City Administrator (Initi
City Administrator (Inifial)
Citv Clerk
EXPLANATION FOR RETURN OF ITEM:
4e
DateMme 1/17/972:18.27PM
City of Huntington Beach
Office of the City Clerk
Minutes
Page I
ID Category Subject Volume Page Date Keywords
33760 410.20 58 498 9/3196 Closed Session & Study Session Scheduled On Main Pier
Phase 11 Project -to be held 9/9/96-closed session, then study
session & general workshop format on Third Block West Project
33749
400.50
58
496
9/3/96
Closed Session -Subject: Third Block West -negotiations with J.
T. Development
33683
410.20
58
470
8/12/96
Study Session -Main Street -Third Block West Project -Staff To
Prepare Plan For Presentation In 30 Days; also to inform
Council of reason why adopted parking plan is different from that
presented on S/ 12/96.
33644
460.30
58
461
8/5/96
Third Block West Project Status Report -City Administrator
reported that at the 8/12196 adjournedrreetingthe-Third Bkxk-
West Project Status Report will be presented�a closed session
will be held on the proposed granting of easement to Hilton.
33283
400.50
58
399
7/11/96
Closed session -Agency re: negotiations with Coultrup
Companies re: purchaselsatelexchange4ease-property located
Main -Pier Phase 11 Project Site, PCH bordering on 5th and 6th
Sts, areas known as Block 104 & Block 105
)13221
600.10
58
378
6/17/96
Subgrantee Agreement between City and Special Children's
Connection Pre -School for Federal Community Devetopment
Block Grant (CDBG) Funds - 600.10
33218
340.70
58
375
6/17196
public hearing - Re-prog ramming a Portion of the Community
Devetopment Bkxk Grant (CDBG) funds - Approved - 340.70
33168
400.50
sa
368
6/17/96
Clo ses - Redevelopment Agency - pending hUgabon -Third
Block West Soil Remediation - 400.50
r
Date/Time 1117197 2:1829 PM
City of Huntington Beach
Office of the City Clerk
Minutes
L.
W
Page 2
ID Category Subject Volume Page Date Keywords
32980 160.30 58 309 5/20196 pub corn response - in response to Councilman Garofalo, Mr.
Pratt stated that the Volunteers of America would be contacting
other cities for Block Grant Funding
33032 340.70 58 285 5113/96 Approval of 1996 Community Development Block Grant (CDBG)
HOME Arbon Plan - Public Hearing held on 5/6/96 - 340.70
32927 340.70 58 267 5/6/96 Public Hearing - Community Development Block Grant Funds
(CDBG) - HOME Consolidated Plan - 340.70
31967
340.70
58
185 4/1/96
Resolution 96-27 - adopted - designates 4/1-7 as 01996
Community Development Block Grant (CDBG) Week7 - 340.70
31861
400.50
58
140 3/18/96
clos es - nego w/Coultrup Companies - purchaselsale property -
Main Pier Ph 11 Project Site - PCH15ttV6th Streets aka Block 104
and Block 105 - 400.50
600-30
58
22 1/16196
Professional sErvices Contract - Stdler, Shober & Cline Dba
_)31248
Pacific Relocabon Consultants, Inc. - 3 rdrMrd Block West -
Apprvd - 600.30
31197
400-50
58
1 1/2J96
Clo Ses - Agency - pending litigation - potential case one - Main
Pier Ph 11 - re nego w/Coultrup Co re purchaselsale of the
property located at Main Pier Ph 11 Project site, PCH bordering
5th/6th Streets - Block 104 & Block 105 - 400.50
Total Records Selected: 15
-A
Z
Olo
Jj kv
HVNT1hG" HACH
CITY OF HUNTINGTON BEACH
INTER -DEPARTMENT COMMUNICATION
TO: Honorable Mayor and City Council Members
FRONI: Melanie S. Fallon, Community Development Director
VIA: Michael T. LTheruaga, City Administ
SUBJECT: THIRD BLOCK WEST
DATE: September 5, 1996
At the request of JT Development, the City Council/Redevelopment Agency held a Study Session
on August 12, 1996, to discuss the status of the Third Block West project. The staff briefed the
Council/Agency as to an alternative concept for development than the one approved for the site in
1991. The City Council directed staff to retumAithin 30 days with a more concrete proposal that
addressed compliance with Downtown Parking Master Plan, achieves a high quality of design and
is pedestrian oriented. The Council/Agency also directed staff to meet with concerned property
owners who might be affected by the project.
On August 30, 1996, Planding and Economic Development staff met with adjacent property
owners to discuss the most recent Third Block West proposals. Additional meetings with the
public will be conducted as the project proceeds. Attached to this memorandum is a matrix of
how the project has evolved to date. Concept No. 3 is the most recent proposal being pursued by
JT Development.
It should be noted that no plans have been submitted by the applicant which illustrates this
concept. It is the applicant's intent to prepare plans for Planning Commission consideration if the
development thresholds outlined in Concept No. 3 are deemed worthy of pursuing by the
Council/Agency.
Recommendation: Redevelopment Agency authorize staff to consider amendments to the scope
of development for the Third Block West project as outlined in August 15, 1996, matrix "Concept
No. V'
Attachment:
1. Concept No. 3 Matrix
?.ISF:IIZ:kjl
(996hzl)
N
ILJ
THIRD BLOCK WEST -COMPARISON IISIATRUX
AS OFAUGUST15,1996
1991 Approved Project
1996 Submitted Project 92
1996 Proposed Concept #3
Retail
10,000 sq ft
30,000 sq ft
25,500 sq ft
Restaurant
0 sq ft
0 sq ft
4,500 sq R
Office
8,000 sq ft
0 sq ft (1,870 sq ft office
10,000 sq ft
mezza ine parked at rctail)
Market
10,000 sq ft
11,800 sq ft
Eliminated
Total Commloffel
28,000 sq ft
41,800 sq ft
40,000 sq ft
Rest Sq Footage
Residential Units
68 units
63 units
48 units
(8, ]-bedroom; 60,2-bedroom
(4 5, 2-bedroorn; B, 3-bedTOOM)
(48, 2-bodroom
Stacked Flats -Condominiums)
Possibly all 2 story to%%nhomes)
Total Resid. Sq Ft.
67,200 sq ft
84,792 sq ft
80,000 sq ft (approximatcly)
Parking
132 req'd for retail/office
235 rcq'd for retaiUmarket/other
DTPMP RATIOS,
166 rcq'd for residential
L67 roq'd for residential
298 total req'd; 300 provided
402 total rcq'd; 389 provided
R_cq7d E-r—OvId
Comml 142 142
(retail, rest, office)
Residential 96 96
Guest 24 14
(10 shared
%Nith gMqd
TOTAL 262 252
Total Project
95,200 sq R
126,592 sq ft (31,392 sq ft more
120,000 sq ft (24,800 sq ft more
Square Footage i
than 199 1)
than 1991)
Design
Mediterranean
Mediterranean (Spanish village)
Meditcrranean (Spanish village)
(g-mxdmI4hir(fcmpm.I)
A
ACTION
AGENDA
CITY CO UNCILIREDEVELOPM ENT AGENCY
CITY OF HUNTINGTON BEACH
ADJOURNED REGULAR MEETING
MONDAY, SEPTEMBER 9, 1996
5:00 P.M. - Room B-8
(Approximately) 6:30 P.M. - Council Chamber
Civic Center, 2000 Main Street
HunUngton Beach, CA 92648
5:00 P.M. Roorn B-8
Call City Council/Redevelopment Agency Meeting to Order
Roll Call: Harman, Leipzig, Bauer, Sullivan, Dettloff. Green, Garofalo
[Present]
Call Closed Session of City Council/Redevelopment Agency
Closed Session - City Council pursuant to Government Code Section 54956.8 to give
Instructions to the city's negotiator. Michael Uberuaga. regarding negotiations Wth Koll Real
Estate Group concerning the purchaselsele/exchange4ease of the property located at
unincorporated county territory commonly known as 08olsa Chica! Instruction will concern:
Price and terms of payment. Subject: Acquisition of Real Property Associated With 1301sa
Chica Services (120.80)
fA
Reconvene City Council/Redeveloement
8aency in Council Chamber
Pledge Of Allegiance
CM Council Roll Call Harman, Leipzig, Bauer, Sullivan, Dettloff , Green, Garofalo
[Present]
PUBLIC COMMENTS
[None]
Page 2 - Council/Age Agenda - 09109/96
1. (Ci!y Council/Redevelopment Agency) Study -Session - Review And Discussion
Of Third Block West Proiect - Scope Of Development
Communication from the Community Development Director, dated
September 5. 1996, regarding the status of the Third Block West Project and
transmitting a Third Block West Comparison Matfix As of August 15, 1996.
[Reports and Discussion]
[Jon Tillotson,, Developer, addressed Council]
Recommended Action: Motion:
That the Redevelopment Agency authorize staff to consider amendments to the
scope of development for the Third Block West project as outlined in the
August 15, 1996 matrix, Toncept No. 3.0
[Approved 7-0]
2. (Citv CounciURedevelopment Aclency) Studv Session-- Retail Development
Sites Worksh22
Communication from the Economic Development Director transmitting a report
titled, Ouffine-Retail Developnvnt Sites Workshop, dated September 9, 1996.
fCopies of Slide Report of Economic Development Distributed]
A. Purpose of Workshop
B. Background on Sales Tax Performance
C. Overview of Sites and Current Status
(1) Huntington Beach Mall (2) Golden West College (Edinger frontage)
(3) Former Home Depot Center (4) Beach Boulevard (5) Rancho View School
(6) Crest View School (7) Waterfront (8) Morgan Stanley (PCH & 1 st)
(9) Downtown (a) Third Block West (10) Pacific Coast Highway (a) Cal
Resources (PCH & GW) (11) Petees Landing (12) Expanded Seacliff Village
Site (13) Wintersburg School (new Home Depot)
D. Terranomics Assessments of Huntington Beach Mall by Terranomics Consulting
Firm
E. Market Assessment of Downtown Sites by Sedway Kofin Mouchly Group
F. Closing Comments and Discussion
[Staff Report And Consultant Reports Made — Extensive
Presentatfons And Discussion Between Staff And Council]
COUNCILIAGENCY ADJOURNMENT: To Monday, September 16,1996. at 5:00 p.m.
in Room B-8, Civic Center, 2000 Main Street. Huntington Beach, CA.
CONNIE BROCKWAY, CITY CLERK
City of Huntington Beach
2000 Main Street - Second Floor
Huntington Beach, California 92648
536-5227
(2)
c-&�. Cqne-5- tj
h er
r
REQUEST FO R�'�EDE VELOPINIENT AG CY ACTION
ED 94-52
Date: January 17, 1995
Submitted to: Honorable Chairman and Redevelopment Agency-d�lembers
Submitted by: Michael T. Uberuaga, Executive
Prepared by: Ray Silver, Assistant City Administrator 07OV-4
Subject- APPROVAL OF DISPOSITION & DEVELOP'MEN7
AGREEMENT ASSIGNINIENT - THIRD BLOCK 11TST
APPRO��
�BYCITV'CO UNCIL
me
19
�(c K
Cn-YCU ic
%,0nS1SLCZ1L Witil Council irulkY- LXJ I M L J Nny 1rulicy or Exception
Statement or Issue, Recommendation, Analysis, Funding Source, Al(ernative Actions, Attachmeni�.-
STATENTEN7 OF ISSUE: 00
A4V-���
The provisions of the Third Block West Disposition and Development Agreement require the
Agency's consent prior to any material change in the development entity. The developer has
requested an assignment to allow substitution of a new co -venturer.
RE01MIXEMIDED AGENCY—AMON;
I Allow assignment of the Third Block West Disposition and Development Agreement
dated May 16, 1991, to J.T. Development Co. L.L.C., a co -venture of John Tillotson
and John Tsai and in which John Newcomb, John Newcomb Development Inc. and K/W
Realty Group Limited Partnership (and affiliates) will no longer be involved.
2. Adopt the attached Resolution approving the assignment.
ANALYSIS:
The Disposition and Development Agreement (DDA) approved by the Agency in 1991 calls for
the full consolidation of Third Block West with construction of commercial and office space
along the Main Street frontage, a "ranch market" and 68 units of residential. The development
entity for the project was composed of John Newcomb of Newcomb Development, Inc., John
Tillotson, of Huntington Beach and K/W Really Group and affiliates the parent of which is the
Wesfinghouse Corporation.
The developer's request is to allow an assignment of the previously approved DDA to this new
co-vcnture composed of John Tillotson and John Tsai.
RAA ED 94-52
November 7, 1994
Page Two
Staff has reviewed the financial information that is zvailable on the proposed new entity (on file
with the Agency Clerk) and the Agency Attorney W reviewed the partnership agreement of the
new entity. These documents have been found to be in order and represent both the individual
and corporate assets to be substantial. Assets include diverse business and real estate holdings
both in Asia and California.
This action makes no changes to the design of the project and the project entitlements are valid.
Staff is pursuing, along with the Agency attorney, axess to the privately owned parcels to
commence rcmediation of the hazardous materials; and is pursuing acquisition of the remaining
privately held parcels through eminent domain. Meanwhile, with approval of this recommended
action, the developer will commence preparation of the construction documents.
"M
None required.
FAM M OttQrA I LIMA"
Do not approve assignment of the DDA to the new partnership.
MWtBAK/SVKjw
2mU52.doc
RESOLUTION NO.
A RESOLUTION OF THE REDEVELOPMENT AGENCY OF
THE CITY OF HUNTINGTON BEACH APPROVING THE
ASSIGNMENT OF THE DISPOSITION AND DEVELOPMENT
AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF
THE CITY OF HUNTINGTON BEACH AND NEWCOMB-
TILLOTSON DEVELOPMENT CO.
WHEREAS, the Redevelopment Agency of the City of Huntington Beach
(the 'Agency-) is engaged in activities necessary to carry out and implement the
Redevelopment Plan for the Main Pier Redevelopment Project (the 'Project"
Area"); and
In order to carry out and implement such Redevelopment Plan the Agency
entered into a Disposition and Development Agreement (the "Agreemenr) with
Newcomb -Tillotson Development Co. (the "Developer") for the development of
certain property in the Project Area (the "Siten), all as described in the
Agreement on March 4, 1991; and
Section 107 of said agreement provides that no successor of Developer
shall acquire any rights or powers under the agreement and the Developer shall
not assign the agreement without the written consent of the Agency; and
Section 107 further provides that the Agency agreed that it would not
unreasonably withhold approval of any assignment requiring its consent; and
The Developer has submitted to the Agency for its consideration a -
proposed assignee to the Agreement, to wit, J. T. Development Co. L.L.C., and
71assignis/l/11195
k.)
is requesting that the Agency allow assignment of the Agreement to J.T.
Development Co. L.L.C.; and
It is in the best interests of the City of Huntington Beach and the health,
safety and welfare of its residents, and in accord with the public purposes and
provisions of applicable state and local laws and requirements.
NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency
of the City of Huntington Beach, as follows:
SECTION 1. J.T. Development Co. L.L.C. is hereby authorized to
assume all of the rights, interests and liabilities under the Agreement, and the
Agency consents to the assignment of the Agreement.
SECTION 2. The Executive Director of the Agency/(G��signee) is
hereby authorized, on behalf of the Agency, to sign all documents necessary
and appropriate to ca" out and implement the assignment and to administer the
Agency's obligations, responsibilities and duties to be performed under the
Agreement and related documents.
PASSED AND ADOPTED this day of '11995.
ATTEST:
Agency Clerk
INITIATED AND APPROVED:
Executive Director
Chairman
APPROVED AS TO FORM:
Aqency Counsel
7/assignIs11 111195
Iq
from the desk of:
KATE WHITNEY
DEPUTY CITY CLERK
(714) 536-5210
Oak- ep"�p
P.O. BOX 190
HUNTINGTON BEACH, CA 92648
from the desk of-.
KATE WHITNEY
DEPUTY CITY CLERK
(714)536-521D
x L w- �k wex- d&
Ile
7y
P.O. BOX 190
HUNTINGTON BEACH. CA 912648
do
January 25, 1995
Mr. John Tillotson
15272 Bolsa Chica
Huntington Beach, CA 92649
Dear Mr. Tillotson:
The Redevelopment Agency of the City of Huntington Beach at the meeting held
January 17, 1995 adopted Resolution No. 6664 approving the Assignment of the
Disposition and Development Agreement Between the Redevelopment Agency of the
City of Huntington Beach and Newcomb -Tillotson Development Company.
Enclosed is a copy of Resolution No. 265 for your records.
If there are any questions regarding this matter, please tall the Office of the City Clerk
at (714) 536-5227.
Sincerely,
Connie Brockway, CMC
City Clerk
Enclosure 0 Wx" L00,0— "n),
(f CVtf v4p ole.4w &*-P*4 )
cc: Bill Blodgett, John Newcomb Development, Inc. (310 3
Stephen Kohler, Project Manager, City of Huntington Beach
9:CcVn6W4
�6 k.1-1
V".W)
RESOLUTIONNO. 265
A RESOLUTION OF THE REDEVELOPMENT AGENCY OF
THE CITY OF HUNTINGTON BEACH APPROVING THE
ASSIGNMENT OF THE DISPOSITION AND DEVELOPMENT
AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF
THE CITY OF HUNTINGTON BEACH AND NEWCOMB-
TILLOTSON DEVELOPMENT CO.
WHEREAS, the Redevelopment Agency of the City of Huntington Beach
(the "Agency") is engaged in activities necessary to carry out and implement the
Redevelopment Plan for the Main Pier Redevelopment Project (the *Project"
Area"); and
In order to carry out and implement such Redevelopment Plan the Agency
entered into a Disposition and Development Agreement (the *Agreement") with
Newcomb -Tillotson Development Co. (the ODevelopern) for the development of
certain property in the Project Area (the 'Site'), all as described in the
Agreement on March 4, 1991; and
Section 107 of said agreement provides that no successor of Developer
shall acquire any rights or powers under the agreement and the Developer shall
not assign the agreement without the written consent of the Agency; and
Section 107 further provides that the Agency agreed that it would not
unreasonably withhold approval of any assignment requiring its consent; and
The Developer has submitted to the Agency for its consideration a
proposed assignee to the Agreement, to wit, J. T. Development Co. L.L.C., and
7/assignlsll/24195
N 9
is requesting that the Agency allow assignment of the Agreement to J.T.
Development Co. L.L.C.; and
It is in the best interests of the City of Huntington Beach and the health,
safety and welfare of its residents, and in accord with the public purposes and
provisions of applicable state and local laws and requirements.
NOW, THEREFORE, BE IT RESOLVED by the Redevelopment Agency
of the City of Huntington Beach, as follows:
SECTION 1. J.T. Development Co. L.L.C. is hereby authorized to
assume all of the rights, interests and liabilities under the Agreement, and the
Agency consents to the assignment of the Agreement.
SECTION 2. The Executive Director of the Agency or the Assistant
Executive Director is hereby authorized, on behalf of the Agency, to sign all
documents necessary and appropriate to carry out and implement the
assignment and to administer the Agency's obligations, responsibilities and
duties to be performed under the Agreement and related documents.
PASSED AND ADOPTED this 17th dayof januarv- .1995.
e��' 1r4-4X-5;?'7
Chairman / jor
UN 911*111
1"* ��-qu
Agency Clerk a,
INITIATED AND APPROVED:
giurivi Director
ecutive Uirecfor
2
7/assignisil/24/95
APPROVED AS TO FORM:
Agency Counsel
Res. No. 265
STATE OF CALIFORNIA
COUNTY OF ORANGE
CITY OF HUNTINGTON BEACH
1, CONNIE BROCKWAY, Clerk of the Redevelopment Agency of
the City of Huntington Beach, California, DO BIMEBY CERTIFY that the
foregoing resolution was duly adopted by the Redevelopment Agency of the City
of Huntington Beach at an adjourned meeting of said Redevelopment Agency
he] d on the 17( h day of Ja n u a ry, 1995, ard that it was d o adopt ed by the
fol[lowing vote:
AYES: Members:
Bauer, Sullivart, Leipzig, Dettloff, Green, Garofalo
NOES: Members:
None
ABSENT: Members:
None (seat vacant)
Clerk of the Redevelopment Agency
of the City of Huntington Beach, Ca.
CITY OF HUNTINGTON BEACH
INTER -DEPARTMENT COMMUNICATION
zC
Cz
TO: Steven Kohler
FROM. Sarah Laza-us
Q.
01Z
� ;?
'�
DATE: January 11, 1995 cl�
Z'
C"
SUBJECT: Documents re assignment of Third Block West DDA Z
As of 9:30 this morning, I am in receipt for the first time of certain documents submitted by
Newcomb Tillotson Development in support of his request to assign his rights under the Third
Block West DDA. I understand that the developer gave them to you for the first time yesterday.
You have asked this office to review the documents, which consist of a bank statement, an
operating agreement for the limited liability company and the articles of incorporation for that
same company.
I am also preparing a resolution which should have been prepared with the Request for
Agency Action. Connie Brockway brought the absence of the resolution to my attention last
night. Pat Dapkus will accept it as well as a modification to the Request for Agency Action
which Denise of your office is preparing. That modification reflects the existence of the
resolution. I hope to have the appropriate signatures by this afternoon.
I am not in a position to recommend to Ms. Hutton that she approve or disapprove a bank
account because there is no legal issue involved and we do not approve or disapprove of
financial matters of developers.
The operating agreement and the articles appear properly drafted. The only concern I have is
that item number nine of the articles provides that the company will dissolve upon resignation
of one of its members. If a member submits his or her resignation, will the individuals still be
committed to fulfill their obligations under the DDA? It seems as if we should have some
guarantee that the members Vill be personally responsible if the company is dissolved.
Please contact me concerning this when you return from the department head meeting and I
will consult with Mrs. Hutton as well.
Thank you,
h LazarU4S----
cc* Gail Hutton, City Attorney
Michael Uberuaga, City Administrator
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO
A
SPACE ABOVE THIS LINE FOR RECORDERS USE
euttg of
Tonto 3wiffer
Wtinjo.Smetarp at.%tau
SACRAMENTO
I TONY MILLER Acting Secretary of State of the State of California
hereby certify
That the annexed transcript of page(s) was prepared by
and in this office from the record on file of which it purports to be a
copy and that it is full true and correct
�a SEC/STATE Fom LP 222A (Re 2194)
9
94 25217
IN WITNESS WHEREOF I execute
this certificate and affix the Great
Seal of the State of Califomia this
,NOV 2 1 IYY4
e 0
&�.tij
CA ng crelary qfState
om" Uj
STATE OF CALIFORNIA
ACTING SECRETARY OF STATE
TONY MILLER
e LIMITED LIABILITY CONIPANY
ARTICLES OF ORGANIZATION
131PQR-TA - Read Instructions before completing the form.
Ills document Is presented for riling pursuant to Section 17050 of The California Corporations Code.
1. Urnifed liability company name: JT -Development Company, LLC
(Ea ft uft wkb %LV w Wmiud Lisbility CohWa"'. NO PctWs 19ft"M b'd WWI im *LW. 'Lin;wr and Vwqamy* moy bc abbtcv6" io -LA- &a -Co.')
2. Latest date on which the limited liability company is to disso(ve:
30 years from date of organization
3. Ile purpose of the limited liability company is to eng2ge ir any lawful act or activity for which a limited liability
company may be organized under the Bevcrly-Killea Limited Liability Company Act.
4. Enter the name of initial agent for service of process and check the appropriate: provision below:
John Tillotson which is
NA an individual residing in California. Proceed to Item 5.
a corporation which has riled a certificate pursuart to Section 1505 of the California Corporations
Code. Skip Item 5 and proceed to Item 6.
5. If the initial agent for service of process Is an individual. enter a business or residential street address in California -
Street address: 15272 Bolsa Chica Road
City: Huntington Beach Sutc: CALIFORNIA Zip Code: 92649
6. The limited liability company will bc managed by : (check one)
EXXII one manager [ ] more than one manager limited liability company members
7. If wher ifiatters are to be included in the articles of organization attach one or more separate pages.
Number of pages attached, if any: one (1)
V
S. It is hercby declared 1hat I am the person who C2
executed this instrument. which execution is
my act and deed.
C, M a
SignWc( �fariiz—er
--Maggie A. Carroll
Type or print name of organizer 101994325004
Date:' 'November. 18 19 94 FILED: REGISTRINARTICLES OF INC.
AT SACRAMENTO, CA ON NOV.21,1994
SECRETARY OF STATE OF CALIFORNIA
Uc-1 Appee hyt1*;7;;;:;;6tjStaf&
1MME Fee $30 "alm
Page I
Attachment to the Art1clef of Organization for -IT )Dgyelopment CorapanL ILL
9. ills Ihited liability company shall dusolys on the death, insar�ty, buAmptcy,
retirement, rcsignatiort or expulsion of any member.
to. Niesuber3lilp interests In this limited 11ability company are azi freely transferable. Before
any inember can iransfer, sell of exchange their Membership Interest. they must receive the
Consent of other members pursuant to the Opciating Agreement.
11. Ile Operating Manager acting alone will W have the authority to bind or give consent
for any I= on belWf of this lintited liability company. Any loam given to this limited liability
comPany mu3t be approved by its members pur3uant to the Operating Agreement,
12. Any Opemaing Manager, Officer, Director or Mernbcr'3 liabi?ity' to a third party whether
In cuntmc4 tort or equity SbAll bc linlitt!d to the fullest extent permitted by California law.
101994325004
11:71 tf�4;1 A0W M
k.i
OPERATING AGREEMENT
of
XT DEVELOPMENT COMPANY, LLC
November 1994
P�--
N 9
OPERATING AGREEMENT
of
JIT DEVELOPMENT COMPANY9 LLC
Table of Contents
PREAMBLE
ARTICLE ONE OFFICES
1.1 Principal Office
1.2 Registered Agent
ARTICLE TWO MEETINGS
2.1 Annual Meeting
2.2 Regular Meetings
2.3 Special Meetings
2.4 Notice of Meeting
2.5 Quorutn
2.6 Proxies
2.7 Telephonic Meeting
2.9 Notice/Meeting RequiTement
ARTICLE THREE FISCAL MATTERS
3.1 Fiscal Year
3.2 Deposits
3.3 Checks, Drafts, Etc.
3.4 Loans
3.5 Contracts
3.6 Legal Counsel
ARTICLE FOUR MEMBERSHIP CERTIFICATES AND THEIR TRANSFER
4.1 Certificates
4.2 Transfers of Shares
ARTICLE FIVE BOOKS AND RECORDS
5.1 Books and Records
5.2 Right of Inspection
5.3 Financial Records
I
ARTICLE SIX DISTRIBUTION OF PROFITS
ARTICLE SEVEN OFFICERS
7.1 Operating Managcr
7.2 Other Officers
7.3 Eection and Tenure
7.4 Resignations and Removal
7.5 Vacancies
7.6 SaMes
7.7 fiduciary Duties
7.8 Anticipated Transactions
ARTICLE EIGHT MISCELLANEOUS
8.1 Notice
8.2 Waiver of Notice
8.3 Indemnification By Company
8.4 Indemnification Funding
ARTICLE NINE MEMBER'S RIGHTS
9.1 Voting
9.2 Members -Forced Return of Capital
9.3 Rights/Obligations of Members
ARTICLE TEN CAPITAL ACCOUNTS
10.1 Capital Accounts -Income and Credits of Members
10.2 Capital Account Maintenance
ARTICLE ELEVEN FEDERAL TAX CONSIDERATIONS
11.1
ARTICLE TNNTLVE DEFINITIONS
12.1 Membership Interest
12.2 Economic Interest
ARTICLETHIRTEEN AGREEiNIENTTOFORNIJT/LLC
13.1
ARTICLE FOURTEEN AMENDMENTS
14.1 Amendments
ARTICLE FIFTEEN E NTIRE AGREEMENT
15.1 Entire Agreement
2
. "wr
ARTICLE SIX`TEEN HEADINGS
16.1 Headings
ARTICLE SEVENTEEN SEVERABILITY
17.1 Severability
ARTICLE EIGHTEEN ATTORNEY FEES
18.1 Attorneys Fees
ARTICLE NINETEEN CONSTRUCTION OF AGREEMENT
19.1 Construction of Agreement
ARTICLE TWENTY EXECUTION
20.1 Execution of this Agreement -
ARTICLE TINENTY ONE GOVERNING LANV
2 1.1 Governing Law
ARTICLE TNNMNWTNVO JT/LLCLINIITATIONS
22.1 JT/LLC Limitations
CERTIFICATION, RATIFICATION and EXECUTION
3
Operating Agreement
of
XT DEVELOPMENT COMPANY, LLC
(-JT/LLC-)
November 1994
PREAAIBLE
The purpose and intent of this Operating Agreement is to comply with the requirements
of the California Beverly-Ki ' Ilea Limited Liability AcL This Operating Agreementwill set forth
the "Regulations" for the operation and management of JT/LLC. JT/LLC was formed for the
sole and exclusive purpose of managing, operating and developing the "Third Block West/Main
Pier Redevelopment Project" ("Project") pursuant to a Disposition and Development Agreement
vvith the Redevelopment Agency of the City of Huntington Beach, California.
ARTICLE ONT,
OFFICES
1.1 Principal Office. The principal office of JT/LLC will be located at 15272 Bolsa
Chica Road, Huntington Beach, CA 92649.
1.2 Registered Agent. John Tillotson shall be the initial registered agent for JT/LLC
with the registered agerifs address being the same as the principal office. 'Me registered office
and the registered agent may be changed from time to time by action of the Membem and by
filing the prescribed forinmith the California Secretary of State
ARTICLE TWO
MEETINGS
2.1 Annual Meeting. JTILLC shall not be required to hold annual meetings.
JT/LLC can hold annual meetings if desired by the Members. If JTALLC holds an anrival
meeting it is riot required to give witten notice, or to prepare or keep minutes for such meetings,
but can do so if desired by the Members. The purpose and intent of this section is to limit a
Member's risk of personal liability by complying with the requirements of Section 17101 (b) the
California Beverly-Ulca Limited Liability Act.
2.2 Regular Meetings. JT/LLC shall not be required to hold regular meetings.
JT/LLCcanhold regular meetings if desired by the Mambers. If ITILLC holds a regular
meeting it is not required to give %-.Titten notice, or to prepare or keep minutes for such meetings,
but can do so if desired by the Members. The purpose and intent of this section is to limit a
4
k
*4000h
Mcmbees risk of personal liability by complying with the requirements of Section 1710 1 (b) the
California Beverly-Killea Limited Liability Act. If the Members do not prescribe the time and
place for the holding of regular meetings, regular meetings will be held at the time and place
specified by the Qperating Mann, r in the written notice given to the Members.
2.3 Special Meetings. Special meetings of the Members, f6r any, unless otherwise
prescribed by statute, may be called by the 9perating Manager or by any Member.
2A Notice of Meeting. Written or telephonic notice stating the place, day and hour of
the annual, regular, or special meeting must be delivered not less than twenty one (21) days
before the date of the meeting, either personally or by mail, by or at the direction of the
'Operating Manager, to each Member of record entitled to vote at the meeting. If mailed, the
notice will be deemed to be delivered when deposited in the United States mail, addressed to the
Member at his address as it appears on the books of JTILLC with postage prepaid. When all the
Members of the JT/LLC are present at any meeting, or if those not present sign in writing a
waiver of notice of the meeting, or subsequently ratify all the proceedings of the meeting, the
transactions of the meeting are as valid as if a meetin'g, were formally called and notice had been
given. The Members can waive notice requirements either omU or in writin . 71be Member's
are not required to keep records pertaining to notice of meetings, or a waiver of notice for a
particular meeting. The purpose and intent of this section is to limit a Member's risk of personal
liability by complying with the requirements of Section 17101 (b) the California Beverly-Killea
Limited Liability Act.
If one Member is involved in civil litigationwith another Member or with a tMrd party regarding
the operation and management of JTILLC or the Project and that Member claims that another
Member during or as -a resul of any "meeting" pursuant to sections 2.1, 2.2, and 2.3 had
"Knowledge" or "Notice" of a particular "fact" or "event", "Consented" or "Agreed" to a
particular management decision, contract, or other course of action Lhm the Member charging the
other Member must fully complymith the following special notice requirements:
(1) written notice or a written wavier of notice pursuant to section 2.4 and, (2) minutes of the
meeting or other %Titings" which (a) detail or explain the "Knowledge", "Notice", "Consent" or
"Agreement" claimed by the charging Member, and the minutes or writings contain the written
signature of the party being charged, and (3) The charging Member has the burden of proof to
in establishing these special notice requirements.
2.5 Quorum. At any meeting of the Members in which seventy-five percent (75%)
of the equity interests or "Membership Interests", as determined from the capital contribution of
each Member as reflected by the books of JTILLC, represented in person or by proxy, -will
constitute a quorum at a meeting of Members. For this section "Capital Contribution" shall
include loans made to JT/LLC. The initial Membership Interests in JT/LLC will be as follows:
John Tsai ("Tsai") - Seventy Percent (70%), John Tillotson ("Tillotson") - Twenty Five Percent
(25%), and Mike Roberts CRoberts") - Five Percent (511/o).
61
e-- -
2.6 Proxics. At all meetings of Members, a Member may vote by proxy executed in
writing by the Member or by his duly authorized attomey-in-fact. The proxy must be filed with
the Operating Manager of the Company before or at the time of the meeting. No proxy may be
valid after three months from date of execution, unless otherwise provided in the proxy.
2.6 Voting by Certain Members. Memberstiip Certificates standing in the name of a
corporation, partnership or company may be voted by the officer, partner, agent or proxy as the
Bylaws of that entity may prescribe or, in tli6 absence of such provision, as the Board of
Directors of that entity may determine. Certificates held by a trustee, personal representative,
administrator, executor, guardian or conservator may be voted by him, either in person or by
proxy, without a transfer of the certificates into his name.
2.7 Telephonic Meeting. Members of JTILLC may participate in any meeting of the
Members by means of conference telephone or similar communication if all persons participating
in the meeting can hear one another for the cntire discussion of the matter(s) to be voted on.
Participating in a meeting pursuant to this Section will constitute presence in person at the
meeting.
2.8 Noticefflecting Requirement. The waiver of notice ornon-requirementof
meetings provisions contained in Article Two will be permitted to the maximum event allowed
by the California Beverly-Killea Limited Liability Act.
ARTICLE THREE
FISCAL MATTERS
3.1 Fiscal Ye2r. The fiscal ycar of JT/LLC will begin on the first day of January and
end on the last day of December each year, unless otherwise determined by resolution of the
Members.
3.2 Deposits. All funds of JTILLC will be deposited from time to time to the credit of
the JTILLC in the banks, trust companies or other depositories as the Members may select.
3.3 Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money,
and all notes or other evidences of indebtedness issued in the name of the Company will be
signed by the Operating Manager.
W4 061 Vill 01614 SIST-014MIRM
1114WC4 I'MiKen Its 0=1-4=1 MT.MIT'r0=1172milly a-W-TIT, IN 111 1 �1#
3.5 Contracts. The Members may authorize any Member or agent of JT/LLC, in
addition to the Operating Manager, to enter into any contract or execute any instrument in the
name of and on behalf of JTALLC, and such authority may be general or confined to specific
instances.
10
3.6 Legal Counsel. One or more Attorney(s) at Law may be selected from time to
time by the Members to review the legal affairs of th: Company and to perform, other services as
may be required and to report to the Members with respect to those services.
ARTICLE FOUR
MEMBER CERTIFICATES AND THEIR TRANSFER
4.1 Certificates. Membership Certificates representing an equity interest andlor
"Membership Interest" in JTILLC will be in the form determined by the Members. Membership
Certificates must be signed by the Operating Manager and by all other Members. All
Membership Certificates must be consecutively numbered or otherwise identified. The name and
address of tile person to whom the Membership Certificates are issued, with the initial equity
Capital Contribution and any future loans, must be entered in the Certificate Register of JT/LLC.
In case of a lost, destroyed or mutilated Membership Certificate, a new one may be issued and
indemnity to JTILLC as the Members may prescribe.
4.2 Transfers of Shares. Any Member proposing a transfer or assignment of his
Membership Certificate must first notify JTILLC, in =Uin , of all the details and consideration
for the proposed transfer or assignment. JT/LLC, for the benefit of the remaining Members, will
have the first right to acquire the equity by cancellation of the Certificate under the same terms
and conditions given to any third party purchaser, or if the transfer or assignment is related to a
Member %vho is deceased, expelled, or dissolved then pursuant to the procedures in the California
Beverly-Killea Limited Liability Act unless the parties to the t:ransaction agree otherwise in
N%Titing.
If JT/LLC declines to elect this option, the remaining Members who desire to participate
may proportionately (or in the proportions as the remaining Members may agree) purchase the
interest under the same terms and conditions first proposed by the withdrawing Member.
-all
Im 05-15 1 [6,541tJ 014163-IFIR Rom, I Me i its MTN
N Piotati InfT2,7M.— 15 it
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ARTICLE FIVE
BOOKS AND RECORDS
5.1 Books and Records. The books and records of JT/LLC must be kept at the
principal office of JT/LLC or at other places as the -Members from time to time may determine.
5.2 Right of Inspection. Any Member of record will have the right to examine and
make copies, at any reasonable time, the books and records of account, minutes and records of
Members and any other document relating to the operation and management of JT/LLC or the
Project in the possession of JTALLC, any Member, or agent of a Member. Every Memberwill
have a duty of "good faith" and "fair dealing" to disclose any knowledge of the existence of any
docurnentrequested pursuant to this section or disclose any knowledge of any document
requested pursuant to this section that may be in the possession of a third party. The inspection
may be made by any agent or attorney of the Member. On thewritten request of any Member,
JT/LLC must mail to such Member its most recent financial statements, showing in reasonable
detail its assets and liabilities and the results of its operations.
5.3 Financial Records. Ile Operating Manager I= a "good Nth" duty to ensure all
financial records will be maintained and reported based on General Accepted Accounting
Principals.
ARTICLE SIX
DISTRIBUTION OF PROFITS
6.1 The Members may from time to time unanimously declare, and JTYLLC may
distribute, accumulated profits agreed not necessary for the cash needs of JMLC business.
Unless otherwise provided, retained profits shall be deemed an increase in a Member's capital
contribution pursuant to Internal Revenue Service ("IRS*) requirements and/or standards. This
section shall = mean a Membees equity or 'Membership Interest" in JT/LLC will be increased
if that Member decides to retain his profits in JT/LLC. The Agreement to Forma Limited
LabifiV Company, and other provisions of this Operating Agreement govcm "Membership
Interests".
ARTICLE SEVEN
NIANAGERS/OFI'ICERS
7.1 Operating Manager. The Operating Manager will be the chief executive officer
of JT/LLC responsible for the general overall supervision of the business and affairs of JT/LLC.
When present, he will preside at all meetings of the Members. The Operating Manager may sign,
on behalf of JT/LLC, deeds, mortgages, bonds, contracts or other instruments which have been
appropriately authorized to be executed, by the Mernbcrs except in caseswhere the signing or
execution is expressly delegated by the Members or by this Operating agreement or by Statute to
some other Officer or Agent of the company; and, in general, he will perform all duties as may
be prescribed by the Members from time to time.
��81
klo/
The specific authority and responsibility of the Operating manager will also include the
following:
(1) The Operating Manager will effectuate this Operating Agreement and the Regulations
and decisions of the Members.
(2) The Operating Manager will direct and supervise the operations of JT/LLC.
(3) The Operating Manager, within parameters as may be set by the Members, will
establish charges for services and products of JTILLC as may be necessary to provide
adequate income for the efficient operation of JTILLC.
(4) 17he Operating Manager, within the budget established by the Members, %%ill set and
adjust wages and rates of pay for all personnel of JT/LLC and will appoint, hire and
dismiss all personnel and regulate their hours of work.
(5)'Me Operating Manager will keep the Merr.bers advised in all matters pertaining to the
operation and management of JT/LLC and the Project, services rendered, operating
income and expenses, and financial position.
The Operating Manager shall also maintain at the Principal Office as required by Section
of Section 17058 of the California Beverly-Killea Limited Liability Act all of the following-
(1) A current list of the full name and last knoAm business or residence address of each
member and of each holder of an economic interest in JT/LLC set forth in alphabetical order,
together with the contribution and the share in profits and losses of each Member and holder of
an economic interest.
(2) A current list of the full name and business or residence address of each Manager.
(3) A copy of the Articles of Organization and all of its filed amendments, together with
any Membef s power of attorney used for these documents.
(4) Copies of JT/LLC`s federal, state, and local income tax or information returns and
reports, if any, for the six most recent taxable years.
(5) A copy of JT/LLC Operating Agreement, and any amendments, together %vith any
Mernbees. power of attorney used for these documents.
(6) Copies of the financial statements of JT7LLC, if any, for the six most recent fiscal
years.
(7) The books and records of JT/LLC as they relate to the internal affairs of JT/LLC for
at least the current and past four fiscal years.
4P -
The Operating Manager will be responsible for any compliance to the California
Secretary of State as requested by the Califorriia Secretary of State or the California Beverly-
Killea. Limited Liability Act including filing a registration form to ti-ansact intrastate business in
this State within 90 days afler the filing of JT/LLC`s original Articlesof Organization and
annually thereafter during the applicable filing period in each year, on a form prescribed by the
Secretary of State.
7.2 OtherOfficers. JTILLC, at the di sarction of the Members, may have add itional
Officers including, without lin-dtation, one or more Vice -Operating Managers, one or more
Secretaries and one or more Treasurers. Officers need not be selected from among the Members.
One person may hold two or more offices, except one person may not hold both the office of
Operating Manager and the office of Secretary. When the incumbent of an office, as determined
by the incumbent himself or by the Members, is unable to perform the duties of his office, or
when them is no incumbent of an office (both such sit-,mtions referred to hereafter as the
"absence" of the Officer), the duties of the office shall be performed by the person specified by
the Members.
7.3 Election and Tenure. If the Members decide to have Officers they will be
elected annually by the Members at an annual meeting, unless otherwise agreed by the Members
in writing. Each Officermill hold office from the date of Ws election until the next annual
meeting and until his successor has been elected, unless he sooner resigns or is removed, unless
othen-,ise agreed to by the Members in writing.
7.4 Resignations and Removal. Any Officer may resign at anytime by giving
written notice to the Operating Manager or to all of the Members and, unless otherwise specified
therein, the acceptance of the resignation will not be necessary to make it effective. Any Officer
may be removed at any time by the Members with or without cause unless otherwise agreed to
by the Members in writi ng.
7.5 Vacancies. A vacancy in any office maybe filled for the unexpired portion of
the term by the Members.
7.6 Salaries. The salaries of the off iccrs mill be fixed from time to time by the
Members unless otherwise agreed to by the Members in writing,
7.7 Fiduciary Duties. The fiduciary duties a Manager owes to JT/LLC and to its
Members are of a partner to a partnership and of a partner to his fellow partners of a partnership.
Managers, Officers and their Agents pursuant to this Operating Agreement have three basic
duties that they must follow in performing their functions for JT/LLC.
The first one can be described as a "duty of diligence. 11 This means that a Manager,
Officer or Agent must act %%iib the cue a reasonable prudent person would exercise under similar
circumstances. He must act at all times in vood fait and in a mxmer that is in the best interest
of JTILLC and its Members. This duty is an affirmative one that requires not only good Nth and
10
I -
reasonable conduct on matters brought to his attention, but also requires that he makes
reasonable inquires and monitors JTYLLC affairs. While Managers, Officcrs and Agents are not
insurers of the integrity of their subordinates or of the general JT7LLC performance, thcy are
required to promote appropriate JT/LLC conduct and to have a program to identify improper
conduct
Managers, Officers, Agents owe JT/LLC a "duty ofloyally" which includes not engaging
in personal activities which would damage or take advantage of JTILLC. Managers, Officers,
and Agents hold a position of trust and confidence with JT/LLC and cannot use this position to
further private interests. They have an obligation to not create a conflict of interest with JT/LLC.
For example, they (1) cannot realize secret profits or gains through personal transactions with
JTfLLC (2) may not compete with JT/LLC in a manner that hurts JT/LLC or its Members; (3)
cannot usurp a JT/LLC opportunity; and (4) should avoid even the appearance of a conflict of
interest.
Managers, Officers and Agents also have a Edute i!Uh&wce which requires
performance of JT/LLC responsibilities in accordance with State law, the Articles of
Organization, the JTILLC Operating Agreement, and the California Beverly-YjIlea Limited
Liability Act. Managers, Officers and Agents may be liable if they authorize any act which is
beyond the powers conferred upon JTILLC by its Articles of Organization, its Operating
Agreement or the laws of the State of California.
Managers, Officer or Agents are presumed to have complied with the three basic duties if
they comply with a legal doctrine known as the "Business Judgment Rule." This rule recognizes
that not all management decisions will benefit JTILLC. Generally the rule holds that
management will not be personally liable if it complies with the following:
1. Disinferestedness. Management is protected when action reflects disinterested and
independent conduct. Disinterested management are those who do not appear on both sides of a
transaction and who do not expect to derive any personal financial benefit through self -dealing.
2. Due care. Management decision making must result from a reasonable effort to
obtain all relevant information so the decision reflects an informed judgment.
3. Goodfalth 'Me rule will protect management if management acted in the good faith
belief that its decision is in, or at least not opposed to, the best interest of JT/LLC and its
Members.
A Manager has a conflict of interest when a transaction with JT/LLC is one in which the
Manager has a direct or indirect financial or personal interest. A conflict transaction is voidable
by JT/LLC or majority vote of disinterested Members. The Operating Manager must give
disclosure to the Members and receive their unanimous consent of the Membership for any
conflict of interest transaction including but not limited to choice of a general contractor, choice
of architect, and choice of other third party independent contractors used on te Project.
1%./ k.-)
"Personal IntcresV for this paragraph includes any family or relative relationship, or any indirect
non-fin'ancial interest that could be perceived to benefit the Operating Manager.
7.8 Anticipated Transactions. Notwithstanding the provision of Section 8.5, it is
anticipated that the Members and Officerswill have other legal and financial relationships.
Representatives of JT/LLC, along with representatives of other entitids, from time to time may
participate in the joint development of contracts and transactions designed to be fair and
reasonable to each participant and to afford an aggregate benefit to all participants. Therefore, it
is anticipated that JT/LLC will desire to participate in these contracts and transactions and, after
ordinary review for reasonableness, that the participation of Yr/LLC in these contracts and
transactions may be authorized by the Members.
ARTICLE EIGHT
MISCELLANTOUS
8.1 Notice. Any notice required or permitted to be given pursuant to the pmvisions
of the California Bevrrly-Killea Limited Liability Act, the Articles of Organization of JT/LLC or
this Operating Agreement will be effective as of the date personally delivered, or if sent by first
class mail, on the date deposited with United States Postal Service, prepaid and addressed to the
intended receiver at Ws last kno%m address as showrn in the records of JTILLC.
8.2 WaiverofNotice. Whenever any notice is required to be given pursuant to the
provisions of the California Beverly-Mlea Limited Liability Act, the Articles of Organization of
JTfLLC or this Operating Agreement, a waiver of the notice, in writing, signed by the persons
entitled to the notice, whether before or after the time stated therein, will be deemed equivalent to
the giving of the notice as long as the wavier is allowed by the California Beverly-Killea Limited
Liability Act.
8.3 IndemniricationByJTALLC. JTALLC may indemnify any person who %vas or is
a party defendant or is threatened to be made a party defendant to any threatened, pending or
completed action, suit or proceeding, whether civil, crimin:�], administrative, or investigative
(other than an action by or in the right of JTALLC) by reason of the fact that he is or was a
Member of JTILLC, Officer, Employee or Agent of JT/LLC, or is or was serving at the request
of JT/LLC, against expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with the action, suit or
proceeding if the Members determine that he acted in "good faith" and in a manner he reasonably
believed to be in or not opposed to the best interest of the Members of JT/LLC, and with respect
to any criminal action or proceeding, has no reasonable cause to believe his conduct,%% -as
unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement,
conviction, or on a plea of riolo contendere or its equivalent, will. not in itself create a
presumption that the person did or did not act in good faith and in a manner which he reasonably
believed to be in the best interest of JTALLC .
12
8.4 Indcrunification Funding. JTYLLC mill fund the indemnification obligations
provided by Section 8.3 in the manner and to the exL-nt the Members may from time to time
deem proper and reasonable.
ARTICLE NINE
MENIBEWS RIGHTS
9.1 Voting. The Members of JT/LLC shall vote in proportion to their "Membership
Interests" in current profits of JT/LLC or, in the case of a Member who has assigned his entire
"economic interest!' in JTILLC to a person who has not been admitted as a Member, in
proportion to the interest in current profits that the assigning member would have had the
assignment not been made.
(1) The following matters shall require the unanimous vote of all Members:
(A) A decision to continue the business of JT/LLC after dissolution of the limited
liability company after dissolution JTYLLC pursuant to Section 17350 of the California Beverly-
Killea Limited Liability Act.
(B) Approval of the transfer of a Membership Interest and admission of the assignee
as a "new" Member JT/LLC.
(2) In all other matters in which a vote is required, a vote of seventy five percent (75%)
of all Members entitled to vote unless the California Beverly-Killea Limited Liability Act
requires a greater percentage.
9.2 Transfer of Economic Interest. A hlcmbees "economic interest" in JT/LLC
may be transferred or assigned without regard of the desires of other Members.
9.3 Transferof Membership Interest. AMembees"Managcment Interest" and/or
"Membership Interest" and all his rights in JT/LLC may be transferred or assigned 2nly with the
---- . - - consen of the membership.
9.4 Nlembers-Forced Return of Capital.
A Member may rightfully demand the return of his capital contribution and loans if the
demand complies with the following requirements:
1. All liabilities of JTILLC, have been paid or there remains property or assets of
JTILLC sufficient to pay them;
2. The consent of all Members is had, unless the return of the contribution to capital and
loans may be rightful demanded under other provisiorz of this Operating Agreement, the Articles
of Organization or the California Bcverly-Killea Limited Liability Act;
13
3. The Article of Organization are canceled or so amended as to set out the need for
withdrawal.
9.5 Rights/Obligations of Members. The Members will have those rights and
obligations provided in the Articles of Organization and in this Operating Agreement. All issues
not covered by the Articles of Organization and this Operating Agreernentwill b� reserved for
and governed by the laws of the State of California and the California Bcverly-Killea Limited
Liability Act as long as they are not inconsistent with Articles of Organization and this Operating
Agreement.
ARTICLE TEN
CAPITAL ACCOUNTS
10.1 Capital Accounts - Income and Credits of Members. The LLC is required to
maintain for each Member a capital accountwhich reflects that Mernbeesseparate distributive
share, whether or not distributed, of each class or item of JT/LLC income, gain, loss, deduction
or credit described in Internal Revenue Code ("IRC") §§ 702 and 704. This section shall UM
mean a Membees equity or "Membership Interest" in JT/LLCwill be increased if that Member
decides to retain his profits in JT/LLC. The Agreement to Form a Limited LabXV Company,
and other provisions of this OperatingAgreement govern "Membership Interests". If it is
determined that Member's allocation of income, gain, loss, deduction or credit does = have
substallrial econoMic-C - ct. his distributive share of such income, gain, loss, deduction or credit
will be determined in accordance with hisMembership Interest" in JT/LLC.
10.2 Capital Account Maintenance. With an approval of seventy five percent
(750/*) of all Members entitled to vote, the capital account of each Member may be adjusted to
reflect the revaluation of JTALLCs assets on the occurrence of the folloAing events:
1. The significant contribution of money or other property to JT7LLC by a new or
existing Member as consideration for a "Membership Interest";
2. The significant distribution of money or other property by JT/LLC to a retiring or
continuing Member as consideration for a "Membership Interest; or,
3. The liquidation of JTILLC within the rneai�ing of Treas Reg § 1.704-1(b)(2)(H)(g).
Adjustments will be based on the fair market value of JT/LLC on the date of the
adjustment and will reflect the manner in which the unrealized income, gain, loss or deduction
inherent in JTALLC property (that has not previous been reflected in the capital accounts) would
be allocated among the Members if there were a taxable disposition of the property for fair
market value on that date.
If any JT/LLC asset has a book value that differs from the adjusted tax basis of that asset,
the capital accounts shall be adjusted in accordance with Tieas Reg § 1.704-1 (b)(2)(iv)(g) for
14
allocations of depreciation, amortization and gain or loss computed for book purposes rather than
tax purposes.
If there is any basis adjustment pursuant to an election under IRC § 754, capital accounts
will be adjusted to the extent required by the IRS. -The principals governing the adjustments of
each Member's capital accounts intended to satisfy the capital account maintenance requirements
of Treas Reg § 1.704-1 (b)(2)(iv) and must be construed consistently with those requirements.
ARTICLE ELEVEN
FEDERAL TAX CONSIDERATIONS
11.1 It is the intent of the Members of JT/LLC to achieve the maximum Federal
Income Tax advantages given to a valid operating Limited Liability Company. The Member's
seek to reach the best utiti:atiaELQtgzartnershii2j2ass-throitzh fax freatment affi2rded fo Mmited
LlabiW Com=La In regards to definition of tax "items", "phrases", or "general principals"
the IRS definitions, laws, and regulations regarding partnerships will govern all the tax and
accounting operations of JTILLC and will prevail over any conflict with the California Beverly-
Killea Limited Liability Act unless the Beverly-Killea Limited Liability Act prohibits such use
for state income tax purposes. Examples for tFis paragraph would include definitions for "at
risk" rules, "recourse and non -recourse financing" and the formula to calculate a Membees
"adjusted basis" including basis credit for Member loans to JT/LLC.
ARTICLE TWELVE
DEFINITIONS
12.1 Membership Interest. "Membership Interest" means the Member's right in
JT/LLC, collectively, including the Membees economic interest, and any right to vote or
participate in management, and any right to information concerning the business and the affairs
of JTILLC provided by the California Beverly-Killea Limited Liability Act.
12.2 Economic Interest. "Economic Interest" means a persons right to share in the
income, gains, losses, deductions, credit, or similar items and to receive distributions from
JTYLLC, but does not include any other rights of a Member including, without limitation, thf,
Light tg vote or 12arlicipaic in mal3agemen 1, or, except as provided in Section 17106 of the
California Beverly-Killea Limited Liability Act, any right to information concerning the business
and affairs of IT/LLC.
15
A../
ARTICLE THIRTEEN
AGREEMENT To romi jT/LLc
13.1 The"A=ement to Forma Limited L&bft CoM - pany" dated
and signed by John Tsai, John Tillotson and Mike Roberts shall be incorporated by reference into
this Operating Agreement, and will become part of this Operating Agieement. Alitheterms-and
conditiQas!Qf that A==Cnt will be added to this Qpgrating AeTeernert. in-ftre gntum.
ARTICLE FOURTEEN
AMENDMENTS
14.1 Amendmcnts. The power to adopt, alter, or repel the Articles of Organization
or the Operating Agreement for JT/LLC shall be vested in its Members. The Articles of
Organization or this written Operating Agreement may be altered, amended, restated, or repealed
and a new Articles of Organization or Operating Agreement may be adopted by seventy five
percent (75%) of all Members entitled to vote.
ARTICLE FIFTEEN
EN71RE AGREENIENT
15.1 Entire Agreement. This Agreement� contains the entire agreement between
the Parties, and supersedes all prior written and onj negotiations between the Parties.
ARTICLE SIXTEEN
HEADINGS
16.1 Headings. The headings contained in this Agreement have been inserted for
convenience only and in no way define or limit the scope of interpretation of this Agreement.
ARTICLE SEVENTEEN
SVERABILITY
17.1 Severability. Should any provision or portion of this Agreement shall be held
unenforceable or invalid for any reason, the remaining provisions and portions of this Agreement
shall be unaffected by such holding.
16
ARTICLE EIGHTEEN
ATTORNEY FEES
18.1 Attorneys Fees. If there is a dispute regarding this agreement, or a non-
performance or breach by one of the parties to this Agreement the prevailing party will be
entitled to litigation costs and attorney fees.
ARTICLE NViETEEN
CONSTRUMON OF AGREEMENT
19.1 Construction of Agreement. None of the Parties or their respective counsel
shall be deerned to have drafted this Operating Agreement for the purpose of construing its
terms. The language in all parts of this Agreement shall in all cases be construed according to its
fair meaning, and not strictly for or against any Party.
ARTICLE TWENTY
EXECUTION
20.1 Execution of this Agreement. 'ne Parties agree that this Operating
Agreement can be executed in counterparts. Each signed counterpart shall be deemed original,
and all counterparts shall be construed as one document and part of the whole Agreement. This
Agreement can be executed and accepted by facsimile transmission between the Parties if an
original signed copy is sent by first class mail to the Parties within a reasonable time.
ARTICLE TWENTY ONT,
GOVERNING LAW
21.1 GoverningLaw. This Agreement shall be governed and construed under the
laws of the State of California.
ARTICLE TNNINTY TWO
JTA1,LC LIMITATIONS
2641=5 =oeo aff M*e WITM—WN—
No wo
4-04 57-Ts,*977,13 Vne tNwid 9711=4wlme 1 Mil F I I I a call —c's)-i D r-06 a - I I Ift a bymmn
y-Titing,
17
12/20/1994 14 49 INT-NATIGNAL DEPT
?14 895 632' P 02
CALL & COMPANY
p"I"CE 52
r
R=97/ 714 895 6321 12-20-94 01 39PM P002 #07
12/20/1994 14 49 IN—mNATIONAL DEPT 714 895 63?4
p 03
12/20/113A4 0-34 74,48248112 CALI- & COMPAW
CALL COMPANY
(-F4R rIVIVO PUBLIC Af-COUNTANT
R=97/
Dacftmbf.,�r 14, 1994
To iot4i T8*4
Axtesilk, Califtrais
PACE a,_
1! h*ve comPiled the acccnpanyirig statement of financial conditior
of Cohh Teai as of November 3o, 1994, in accordance with standaroj
established by the AmerIcan Institute of Certified Public:
Accountants The statement of financial condition is intended to
preseAt the assets of John Tsai at estimated c=rent values and
their tiabilit-iss *t estimatad current amo=ts
A compilation is limitod to p3resenting in the form of finaaQia!
StatemWita Lnformatioh that is the reprasentation of the
indivi-Auals vhove tinancial statements are presented I have not
atuditeld 01- reviewftd the accompanying statement of financial
c0ftditlOn and, accordingly, do not express an opinion or any othar
form of asou-rance an it
John TiVai has-bTeidt�bd-to omit substantially all of the disclosuree
raVired by generally accepted accounting principles Tf- she
omitted disalosuraq were included in the statement of financial
condit,ion, they might Intluence the aver's conclusions about th-=
finaneial condition of 7ohn and Jane Doe Accordingly, thls
statement of financial condition is not designed for those who are
not irdormed -about such mattere
cal -I w-ftmPaifty
— 19-94
714 895 6321 12-20-94 01 39PM P003 #07
12/20/1994 14 50 IN7-mNATIONAL DEPT 714 e95 63?1
P 04
,2/20/1194 113 34 714624,8131, CALL & COMPANY
PACEf
- - - 0411
JOHN TSAI
STA*rgMIINT OF FINANCIAL CONDITION
NbVEMBER 30, 104
ASSF.TS
tash, -Lllseft�ft*, Hufaington seach
628,600
buty'-strAof kneow La Poirns,
$6.000
Bundae Pywood Corplftak, (3,347,519 shares)
3,11331,301
15unny WO-bd7rodUO0 lDo , Ina, Iftak ownad by
8um1vGVIVWa4FCl Obrp, but hot in balance shoot
213,85-1,
4unny Wood -Praouawtomp4ny, Inc mook
579,851
Losin reoefvable, Arneftan & Canadian Real Satate, Thailand
1,600 ow
IWAL UtITATE OWNIM
Raw L#M. Cc^ of Los Angales
g3o,w
A0149fte, Aftft IDWR
827,$00
-Office 8411d(Mg, i'741-0-81oomfleld, Cerritos
760,000
personal gesso
825,000
2,433j446
9,243,06,3
z2wk==mQ=_j
LIAMIUTIES
JiSALaS -LOAN, ftaidenW
167,500
EQUITY
EQUITY
$ 9 243,0134
81a&tWimmpanying accountant o letter
TOTAL P 04
R=97/ 714 895 6321 12-20-94 01 39PLI P004 #07
Al.
Touche
To whom it may conccrn
C*ntlemen.
F. NO. 20 t. UN -To 2NO Fr_ FAXIZVIiI�ftjmvs
$A"J%10. TAWAN
December. 15,1934
This is to certify the following.,
As et December. 31, 1993
Mr. Tsai, Shang -Hung (a,k,a.John Tsai) was holding 3,347,519
Shares of -Sunrise Plywood Corp. per value at NTS10.00 about
17.80-o' of total Issued 18,768,750 Shares. At thet.time, Mr.
Tsai,Shanq-Hung served as a directo.r and president. According
to the CPA'audited Balance SheQt of December 31,1993,the book.
value per share was NTS30.49, accordingly tho total valua of
the aarcn, Mr. Tsai, Shang -Hung hold at Deccmbcr 31,1993 was
NTS102,065,854 (NTS30,49 / shel-be x 3,347,519 Shares =
NTS102,065v854 ), equivalent to USS3,831,301 (the year-c.-Ad
exchanse rate US$1.00=NT$26,64)
Deloitte & Touche
.. Partner/Kaohsiung
B6iQftT"N
T*WW
k*NUMI ,
PROPhRTY PROFILE - LOS A&,..iLES (C) 1994 DATAQL4mvjK IHFORMATION
PREPARED FOR : NITA PICHED VANICHOK BY : GENE KRAFT
REQUESTED BY : COMMONWEALTH LAND TITLE CO.
NETWO
m
APN : 3204-017-045
OWNER : TSAI,ALAIN &
JOHN
PHONE
OWNR2 :
OWNSHP:
SITE
CENSUS:
4809.00
CITYST:
TRACT :
MAIL : 7 SALERNO
LOT :
33
CITY : IRVINE CA
92714
BLOCK :
PG-GRD: (old) 37-AS
(new) 595-J7
ZONE :
LCA210*
LEGAL : *W 1/2 OF SE
1/4 OF SW 1/4 (EX
OF ST) OFSEC
33
---------------------
SALE/LOAN INFORMATION
---------------------
SALEDT: 07/13/84
DOC/ 839868
PREVDT:
SALEAM: UNAVAIL
$/SQFT:
PREVAM:
UNAVAIL
1STLN :
TITLE :
SELLER:
LNTYPE:
LENDER:
+ADDL
LAST TRANS W/O $:
--------------------------
ASSESSMENT/TAX
INFORMATION
--------------------------
sol
ASSD : $230t648
$8,843.12
LAND : $230,648
TXSTAT:
CURRENT
IMPVAL:
TXAREA:
2423
-%IMPRV.* 0
EXEMPT:
------------------------
PROPERTY CHARACTERISTICS
------------------------
USE
YRBLT :
SQR/FT:
LOTSZ
ROOMS :
ADDTNS:
USABLE:
BEDBTH:
HTCOOL:
DIMENS:
IFAMRM:
POOL :
FOUNDN:
IUNITS:
FIREPL:
EXTERI:
ISTORY:
JGARSP:
ROOF :
VIEW :
GARTYP:
R&'4HOU:
STRUCT:
REMKIT:
THE ACCURACY OF THE ABOVE INFORMATION IS
DEEMED RELIABLE BUT IS NOT GUARANTEED
839865
Alain Tsai
&No WN9ft 9KC34010 WASL TW-S 0990 ANO� UNLC'SS OT149W
WISC &NOW" WILLOW. WAPL TAK %'ATCNINIA 1`3
rAlain Tsai
c/o Sunny Wood Products Co..Inc.
139 Mitchell Ave.. Ste. 102
sr-4 So. San Fran., CA 94080
L
role Order No. F-rraw Na.
rtrCf3FtCER,S 0,110E
tos 1�%GELES Coutirt
CAjlr0;tN!A
LUN. C) A.M.JIUL 13 1934
SPACE ABOVE T141S LINE FOR RECOIRDER'S USE
It .1,
i�
Quitclaim Deed Et
TIW si"t a— or&—&t tips 6 8 .30-110. a-4 I-
nampuir-1 em the full lialur,.f the inirre-1 ur l000lwrly c4imeyrd. or 6
lvml.ulrj d'n ILC fun T.1lue 60 tile value tpf hrrip or encumbrances remsn;nx thereon at the ti" of iiale. 77m LmuL
Imprinrol—f frilly i. to-ale"I in
E) unin.C611-ratni arr.3 0 city
FOR A VAWARIX CONSIDERATION. fm;pt of %hich 6 hcretly ackno%SrJ,-rtL
CHUNG IXX TSAY. a married man, as to his separate property as to a 1002 Interest
its es . Leirl-w rrm6e. relea-c maJ forner qu;icL;m tip
ALAIN TSAI. a single awn as to a 50Z undivided Interest AND
J00 TSAI, a sInxle =n as to a 50% undivided interest
the f w tril 1.rlwrt!r in tile Unincorporated Area muniv of
-44trof Cilif.allij:
The We.qt Half o! the Southeast Quarter of the Southwest Quarter of Section 33.
Tournship 7 Yerth, Range 13 West, San Bernardino Maridian
Djl�[ June 18, 1984
1,1 %F1 @-P' San "Liteo
On 7.b a* 1Z*Ctta'OI JVI1--- 1,384 bek-* -0
Me 6N�L-�: 4!*XjoV PANc -n &-d fw sa-d CoLrry will State
D-Ilsofta,tv X-C-! I've
Citr'.G VEN TSAY
. pq'sonaoy kr~ to ffV
15 —e -I' �e Tjs'� 01 421's?3CWV tv.0�Cir to 00 me.
'4--F I X. *-M� wisrfu�
I!E,
.1 1— .4 \.Ij..
C11mc --Es i;;Y-
-114 di% 1'.11 r lit% 11%.. 1 1\1' tj- %.1 1 j!. I 1 1.1% 11 %it %. 1,11;! - I? ;I %!*I.% I
M
3204 17
1- 400'
I N
�j
Al
CODE
2423
2433
I, lw�
L-19
3!
v)
10.!H rAr
"O.Ag'Ac
a 37
IV
L AVE
G AVE.
.04 dMa.4c.
zn�L -AWS-4i", p
Ms -&tat
L
eAVE. t Lq 2 it L—LYWERE
oil DR.
%
AP d*
14C Z!
Lot st' 41 M." 7p r4 Tre,
%
0
ca ZW #Ar. I ffse.
8 A
e r eT
AV 5.11 01 z' T. &
::�4 R -r- % -Ar- M *q
T. GH
J9,64 *A C. jfAc.
J 1�1 I Ar- 5t
�A
4.0 0 4c.
T. 7 N., A .13 W.
1,94
J
C
;y,
For record dimension of Private
& Futur* Street see recorded map.
FORPREV. ASSMI SE& ASSESSOR't
COUNTY OF. LOS AN
TRWaREDI
Nalionwide 1-800-345-7334
PARCEL LIST JOS AN(,FLF5
P&R(Fl. NO. OWNE A
TRA. ADDRESS 0-MAIL. #-PROP LOC. -:—SAMf)
PROPfRly DESCRtPTION
DOCt,MFN1 DATE / NO. ASSESSED
lip SALE DAff / AMOUNT VAt L)f S
ilANES
3204 017 032 tHEODORY.EMILF AND I L HAM 7/26/88 1168416 2 163 LND
�433 % 37720 BARRtNSON St. PAtMOALE CA 93550 01/89 56,000 sD 96X40 192
IHAW PART (EX Of ST) OUTSIDE ANTELOPE VALLEY USE-35DV
HOSPITAL DIST Or SW 1/4 OF SW 1/4 Of SW 1/4 Or SEC ZONE-LCA2104b
33 1 7N Ft 13W
-- RIGHTS OF WAY --
Copyright 1993
AD Flighis. Reserved
PAGE 64.891
LOT S17F
IMP SIIE
--- --- -- -- ----- -
320 Z_ 017 03 SE 7 HILLS V
-------
6/20189 988653
6 9?6
LND
2433 2829 TMSGATE RD STE tOl. WESTLAkE VILLAGE CA 91361
04/93 33.500
F
1.01i.87
192
THAT PART (EX Of ST) QUISIDE ANTELOPE VALLEY
uSf-850V
140SPITAL DIST or w 1/4 or sv in or SW 114 OF SEC
ZONE-LCA210&
33 1 7N R 13W
RIGHTS OF WAY --
;;w_7;;;�i_ ------------------------------------------------------------------------------------------------
3204 017 S, S 14 AND LILLIAN D
10118/91 1647961
69 200
4,20.54
LND
2423 MARTIN KIM R AND RHONDA G
93536
06/89 800.008
-N
19Z
2836 VAHAN AVE. LANCASTER CA
USE-010V
THAT PART (EX OF ST) IN ANTELOPE VALLEY HOSPIfA6
IONE-LCA2104
DIST OF W 1/4 Of SW 1/4 OF Sbj 1/4 OF SEC 33 T
R IN
VACKNT - ZOWD RESIDENTIAL
_3_2N_;;;_0 ------- J__0W_S. C_X__AR,t_E_S_R_,A,N0_7 -IL-L- _IA_N__D
10/18/91 1 47961
i
199 00
f�
LND
2423 AARFIN R AND RHONDA. G
06/89 00,008
04
9,23 38
192
36KIM
28 VAHAN AVE. LANCASTER CA 93536
USE-010V
NE 1/4 of SW 114 OF SW 1/4 Of SEC 33 t 7N R 1361
?ONE-ICA210%
VACANT - ZONED RESIDENTIAL ::
------- J--O,Nl-E —S, L_L__I A_N,__D
10/18/91 147981
175 000
LN9
2423 M!RFIN KIM R AND RH OND A 6
06/89 00. 03
%4
8,154.00
192
2b36 V*M AVE. LANCASTER CA 93536
USE-010V
THAT PART (EX Of ST) IN ANTELOPE VALLEY HOSPITAL
ZONf-LCA210%
DIST Or SE 1/4 Or Sw 1/& or Sw in or SEC 33 1 7m
R 13W
VACANT - ZONED RESIDENTIAL
6/20/89 988653
27 709
W.87
LN9
2433 2829 T06NSGATE RD STE 101. WESTLAXE VILLAGE CA 91361
06/89 $00.008
&N
/92
THAT PART UX OF ST) OUTSIDE ANTELOPE VALLEY
usf-850v
HOSPITAL DIST Of SE 1/4 OF SU 1/4 Of SV 1/4 OF SEC
ZONE-LCA210%
33 t 7N R 13V
RIGHTS OF WAY --
------------------
-- ---------------------------------------------- ----------------- w ---------------------------------------------
3204 017 044 KLM,Tl C AND WANG t ET AL
7/16/84 842930
1&6 353
LND
2423 "SIE14,1SAAC Y AND WEI KJA
07/84 73,000
D
7.871.65
/92
a 1825 S (AANT ST W 570 SAN KkTEO CA 94402
*Ul �w 33 7N R 13V
uSTm53DV
ZONE-LCA210t
1/2 OF NE 1/4 OF 1/4 SEC F
-- AG - DRY FARM - FIELD CROPS -:
;5ZT17-0-4-5
7/13/64 8398
4
!�6�lj�
LND 19.24
2123 SALERNO IRVINE CA 92714
6F T
07/84 28.880
XR
8
192
w 112 SE 1/4 OF SW 1/4 (EX OF ST) or SEC 33
7N R 13W
USE-530V
IONE-LCA210o
-- AG DRY FARM - FIELD CROPS -
---------- --------------------- : -------------------------------------------------------------------------------
3. .
32,
c os
PROPERTY PROFILE
LOS AN�ffLES (C) 1994 DATAQUimoK INFORMATION NETWORK
PREPARED FOR
NITA PICHED VANICHOK BY : GENE KRAFT
5
REQUESTED BY
COMMONWEALTH LAND TITLE CO.
APN :
7033-029-015
OWNER :
TSAI,LTOHN AND CATHERINE PHONE
: (310)402-1877
OWNR2 :
OWNSHP:
SITE :
18037 IBEX AVE CENSUS: 5548.02
CITYST:
ARTESIA CA 90701 TRACT
14196
MAIL :
5565 CAMINO FAMOSO LOT
121
CITY :
YORBA LINDA CA 92687 BLOCK
PG-GRD:
(old) 81-BI (new) 766-31 ZONE
ATR16000*
LEGAL
---------------------
SALE/LOAN INFORMATION
---------------------
SALEDT:
01/29/91 DOC/ 130339 PREVDT:
09/19/89
SALEAM:
$718,00OF $/SOFT: $156-35 PREVAM:
$300,000
1STLN :
$167,500 TITLE : CHICAGO TITLE SELLER:
PLEND
LNTYPE:
CONVENTNAL LENDER: CYPRESS FIN
+ADDL
LAST TRANS WIO $:
--------------------------
ASSESSMENTITAX INFORMATION
--------------------------
ASSD : $627,800 TAXAMT: $6,753.37
LAND : $185,641 TXSTAT: CURRENT
IMPVAL: $442,159 TXAREA: 1968
%IMPRV: 70 EXEMPT: HOMEOWNER
------------------------
PROPERTY CHARACTERISTICS
------------------------
USE
SINGLE FAMILY RESIDENCE
YRBLT
1990 SQR/FT*6 4592 LOTSZ :
9035
ROOMS
5 ADDTNS: USABLE:
9035
BEDBTH:
5/5.0- HTCOOL: HEATING DIMENS:
65x139
IFAMRM:
POOL : FOUNDN:
RAISED
jfUNITS:
I FIREPL: EXTERI:
SIDING
/STORY:
1 IGARSP: 1 ROOF :
WOOD SHINGLE
VIEW :
GARTYP: REMOU:
STRUCT:
REMKIT:
THE ACCURACY OF THE ABOVE INFORMATION IS
DEEMED RELIABLE BUT IS NOT GUARANTEED
JAN 2 9
OPER # 4
16
r
WHEN REL:U14ftV MAIL FU
L 1!1 OFTICIAL WORDS
JOHN TSAI 4 TSAI
REr.GF;0Sr,-S C)I:FICE
18037 Ibex Ave..
LOS 1'r. GE LIES CoumTY
Artesia. CA 90701
CALIFOWA
9
29
mItI. PIA.JA!I'. F
PAST. ,., ... . .�- . ". r . 1 WA
MAIL TAX SfAFE16111411'. 10
CIOUAIEWARY TPAIWER TAX S-132.AQ--
S-001 AN Above
XX camo."d w enw.m.4 of W"WTV �---L 04
CO-4ft"d IM P-099~2.~ 61 .10.41101A �0.0 W SMINGAIRIM
.4 --a of
4-
GRANT DEID US
FOR A VALUABLE CONSIDERATION. tvc~ 01 wh-M is heedw mck�wmLoNpd. HENRY FIKSE. A MWIED XXV
AS HIS SOLE XND SEPALWE PROPERTY AS TO M UNDEV. I/] INTEREST. HARVEY J. FIKSE. A SINGLE
M1 AS 10 X11 VNDW. 113 INTEREST.
11:SSEL VIERMIA. A MARRIED M" AS HIS SOLE AND SEPAU71
PROPERTY AS TO AS UNDIV. 1/3
INTEREST.
hereav GAANTIS) to
JOHN TSAI AND CATHERINE TSAI.
HUSBAND AND wirE AS JOINT TESLN-TS
tme r@A pmowtv in the C-iv ol ARTESIA
County of LOS ANGELES
. Stale al C.Wornma, dow as
LCT 12'. OF TRACT 14196. AS PEI NtAP RECORDrD IN BOOK 295. PAGES 37 AND S OF HAPS. 1.1
THE OFFICE OF THE COMY RECORDER OF SAID CCIVYTY.
AXA: 18037 IBEX AVENL'E. ARTESIA. CA 90701
..
Dated. DECMER 28. 1990
KEXRT FIM
STAIE Of m
ccumrvop-v�l J. FIKSF,-,
0. 4r-v-
&
beftm -% lne WNS-t.0-d a "a"" P.W. an* Im Sgd-& 04� S I L%t MA
:47
to Cufoesk
@%�w ca ft m
1002 M"
MAIL. TAX STATEMENTS AS DIRECTED ABOVE
6ROPr-RTY PROFILE LOS Allb'�LES (C) 1994 DATAQ4vt� INFORMATION NETWORK
PREPARED FOR NITA PICHED VANICHOK BY : GENE KRAFT
REQUESTED BY COMMONWEALTH LAND TITLE CO.
APN : 7010-016-036
OWNER : SUNNY,WOOD PRODUCTS PHONE
OWNR2 . OWNSHP:
SITE : 12724 MOORE ST CENSUS: 5545.12
CITYST: C ERR ITOS CA 90703 TRACT 78
MAIL : 12724 MOORE ST LOT 2
CITY : CERRITOS CA 90703 BLOCK
PG-GRD: (old) 82-C4 (new) 737-A6 ZONE CEM(Dl)*
LEGAL : *TR=PARCEL MAP AS PER BK 78 P 65 OF PM *(EX OF S
---------------------
SALE/LOAN INFORMATION
---------------------
SALEDT: 01/30/92 DOCI 163605 PREVDT:
SALEAM: $1,950,OOOF $/SOFT: $54.16 PREVAM: UNAVAIL
1STLN : TITLE : CHICAGO TITLE SELLER:
LNTYPE: LENDER:
+ADDL LAST TRANS W/O $:
--------------------------
ASSESSMENT/TAX INFORMATION
--------------------------
ASSD : $2,028,780 TAXAMT: $24tO84.04
LAND : $801,166 TXSTAT: CURRENT
IMPVAL: $1,227,614 TXAREA: 2574
%IMPRV: 60 EXEMPT:
------------------------
PROPERTY CHARACTERISTICS
------------------------
USE : WAREHOUSE/DISTRIBUTOR
YRBLT : 1983 SQR/FT: 36003 LOTSZ 76766
ROOMS : ADDTNS: USABLE: 76766
BEDBTH: HTCOOL: DIMENS:
IFAMRM: POOL : FOUNDN:
IUNITS: 1 FIREPLe. EXTERI:
/STORY: IGARSP: ROOF :
VIEW : GARTYP: REMHOU:
STRUCT: ROMIT:
THE ACCURACY OF THE ABOVE INFORMATION IS
DEEMED RELIABLE BUT IS NOT GUARANTEED
0 RECORDS FOUND
--arcoRotma INICQU—to my
L
IT� Co.
C111=Q To I all.,
&no wNg" 1119comalro MANY. T14be Dato. Ab"o. UNLEGG OT"910
WI11C G.QW-* 111160W. MAIL, 1.11 STATIMINTIN 10:
r—SUNNYWO101) PRODuas compAxy, nc:1
12724 Moore Street
C,� 0 CarrEcos. CA 90701
ew
.0 L
Title Order NoXIIZ740'41- F%rraw No.
92--� 163605
FECORDED 01 OFFICLAL RE= -
RECORDER'S OFFICE
'LOS ANGELES COUM
CAUFORNIA C
-31 4 PA JAN 30 IM
SPACE ABOVE THIS LINE FOR RCCORDER-3 USE —
FEE $25 P
GRANT DEED G,�/, :�fl
I A, F. 14. F. 94 1
The on.ler.iFn#41 derlarc% that thr d.wurwn,ar)r tra.re, &a N, is s and is
XD computed on the full value of the intereA or ptoperty t!�.%Wjvd. Or ;IN
(j coml-uIr-I DO the full value " the value of liens *; mcurnbraw" rraLaWng thereon at the I;nw of sale. The land.
lrnrvrwni� or rrill v is I"ated in
[3 pnirwevirporai�1 area EF av of -Cerrltoz-.—� and
FOR A VALUABLE CONSWRATION. revelpt of wh4hisherebyaclino-ledred.
ARCH J. KIRXW= AND BARBARA L. KlW@=D
berelif CRANTIS) to
SU.4?ff VOW PRDDUCrS CO"ANT, INC., a California corporation
the fol6win: cle-crihed real lomperty in thr Ciry of Cerritos
county of too Angeles . ptale of California -
PARCEL 2 In the City of Cerritos. County of Los Angeles, State of California
as shov-- c-- ��-; ::o. 7C1.3, fAlled In Book 73. page 65 of Parcel Maps.
In the office of the County Recorder of vald county.
December 20. 1991
ARC21 J.
STATE Cr rA-,1F0r1hIA
CO,,InTY OF SS
on MM 7* 1, A eat at
Iwar, PAAw A.W, faf san C<Awlv *4 St.,ve pwitcWtady 4.Z' f,
ARCH J. K:RKWOOD AND BARWA L. KIRKWOOD
P,WVY%NPV known
In -n v -11 0� lt� "S-A of %.Itwar.*-.� -^X-ve to tA I"
C—
19 -�� : bekwo .0 -1* w4t-upw. a
FOR NOTARY SEAL OR STAJAP
CNI(ClAt 2At
DOWNY A SCOTI
Nagwy RX44-Coliro"va
1(a
LOS AMAL13 cck*M
W carenolan bom
AL4" 26. 1 C94
Par--! V.
I'! ; � -, ..: *-I !,I]:[. IIN "M; F %I- 41J.:1*1 ... %111; M.
4 .1, A I. I-
�RQPERTY PROFILE
Two
LOS AIWLES (C) 1994 DATAQ�� INFORMATION NETWO
PREPARED FOR
NITA PICHED VANICHOK BY : GENE
KRAFT
REQUESTED BY
COMMONWEALTH LAND TITLE CO.
APH :
7030-001-013
OWNER :
TSAI,LTOHN AND CATHERINE PHONE
OWNR2 :
OWNSHP:
SITE :
17410 BLOOMFIELD AVE CENSUS:
5545.14
CITYST:
CERRITOS CA 90703 TRACT :
MAIL :
5565 CAMINO FAMOSO LOT :
32
CITY :
YORBA LINDA CA 92687 BLOCK :
PG-GRD:
(old) 82-05 (new) 737-A7 ZONE :
CEC(D2)*
LEGAL :
*TR=RANCHO LOS COYOTES SECTIONS TOWNSHIPAND
RANGE
---------------------
SALE/LOAN INFORMATION
---------------------
SALEDT:
02/04/94 DOC/ 249344 PREVDT:
SALEAM:
$750,OOOF $/SQFT: $177.38 PREVAM:
UNAVAIL
ISTLN *
TITLE : GUARDIAN TITLE SELLER:
LNTYPE:
LENDER:
+ADDL
LAST TRANS W/O $:
--------------------------
ASSESSMENT/TAX INFORMATION
--------------------------
ASSD : $750,000 TAXAMT: $9,554.29
LAND : $265,050 TXSTAT: CURRENT
IMPVAL: $484o95O TXAREA: 2609
%IMPRV: 64 EXEMPT:
------------------------
PROPERTY CHARACTERISTICS
------------------------
USE :
OFFICE BUILDING
YRBLT :
1981 SQR/FT: 4228 LOTSZ
ROOMS :
ADDTNS: USABLE:
BEDBTH:
/2.0 HTCOOL: DIMENS:
IFAMRM:
POOL : FOUNDN:
ifUNITS:
1 FIREPL: EXTERI:
/STORY:
ifGARSP: ROOF :
VIEW :
GARTYP: REMHOU:
STRUCT:
REMKIT:
THE ACCURACY OF THE ABOVE INFORMATION IS
DEEMED RELIABLE BUT IS NOT GUARANTEED
a
'All Dtt.
FJ-hn Ts A I and Cath.rina Teal
5565 Carim Famsa
Yorba Und-i. Q% 92686
L
elewo. wa. is-7-st W
C 0 R P 0 R A T I
wE uNDERSICLIto CRAmTOR(S) DECWE(s)
DOCUMF-NTARY TRANSFER TAX is $ 825.00
CITY TR&4sFm TAX Lit I NONE
EM - M�
tL' Lj*��"�! :�.e.
91 2-493-K
10 "-'kFE3 4 13111
!T FEE S 10. Cv
I=: 9
IP�R AbOva Tnti Line P� tnc�.vv-s wig
D N C R A N T 0 Z I D
T LT -.;—i
1XI computed on full value of Property conveyed. or
computed oil full value loss value of Llens and encumbrances rem-oining at
time of sale.
Unincorporated artAIXI City of Cerritos. AND
FOR VALUABLE CONSIDERATION, rocalpt of which Is hereby acknowledged.
COLINELL ZAMM RESIDENTIAL BROKERACR MrAN't. a California Corporation by
Merger with Forest E. Olson. Inc.. a California Corporation
boreby CRANT(s) to:
JOHN TSAI and CATHERINE TSAI, Husband and Wife. 8S JOLIt T�njntS
the following descrihod real property In the City Of Cerritos CO"nCY Of Los Amrolex.
State of California.
LECAL DFSCRIPTIOI ATTACHED HERETO AND MADS A PAAT HFREOF
ALSO XNOWN AS: L7410 Bloomfield AvenUt. Cerritos. Q% 90701
A.?. a 7010-1-13
DATED January 12. 1994
STATE OF CALIF9.0,KA
COUNTY
ri 6'- e, ace—,
'00i
0,
On
beforti/ite. a Nozary Puhlft in and for
::rsnnaLly known to me (or proved to we
the basis of satisfactory evidence) to
be the person(s) whose pjkm*(o) It/sra
subscribed to the within instrument anet
acknowledged to as that holsho/they
executed the saloo In hLs/her/cheir
authorized capactcy(Los). and that by
his/her/theLr *Lgn4curs(s) on the
instrimenc the person(s). or the entity
upon behalf of which the porson(s) acted.
anecueed the instrument.
WITNESS mv hauq and offic seat.
LA)
Signature L'
COL:;';EI.L BANKER RESIDEXIIAL RROKERACE
CO'irA.'TY. a California Corporation
lhomms C. Willisms
IIY— 'r F.- /. , Z
Den S J. r rl
CAPOt 3. FIETTIG
COMW. "13"3
xQuity PW1c - Cajdorfta
ORANGE COUNrt
!�C"A lip AW 1 1"?
FOP 00TARY SFAL OR STAMP
-M
M
CM
ftb
I 5C ALE 1- 2 400 * I TRA
70301 1 1 - . .-.- - ---i ?142i
1994
orrict or ASSESSO
'R
COUNTY Or LOS k%GEnsl 9"!?
COPYRICoiT (!) 693 a iM 2?
P I — 493 — 494 It .�t .
,'rORM 7425-20-21 BK.v 108.,
PM 212-97-98, 7012
oCiv
-44 D11 114
3029
I "lit
7132
NE 1 0
U%
ut KIM t
4iw— wa
IL plfwasm-1.1
L
i I-S'y ARTESIA BLVD
BK Faktil P M
7025 MOP > lop.*
21 4? DETAIL C
%mpg & NO SCALE
to 9
t
TOWN CENTER DR
DETAIL A
NO SCALE
. OP
DETAIL 13
NO SCALE
12
PG
11
BK
7027
PM 251-66-68
w
xw
>
ow
r I. -
PG
25 (:;,;)
ALL 900 URMS FAIMS 6%
ASUSSID TO CERR1105 Afn
UML15% 0KROISE WED
IT# e0od Yqd9T To V6-31-TT IZC9
968 VIL
/L6-d
JOHN
K AID EWER V TILLOTSON
SMINIOT OF W YUTI
-
October 13, 1994
ASSETS
CASH (NOTE 11
1M,337 QO
NOTHS RECEIVABLE fIOTR 2)
nij000 00
GASH VALUE LIFE 13SURAM
30,000 00
STOCAS AND BONDS (NOTE 3)
REAL ESTATE VARKIT VALUE (1018 4�
f
5,930,000.00
IMSTNINT if AUTOMOBILIS (lots 5)
70,000 00
VURNISHMS AND PIRSOILL, PROPERTY
700,000 00
PARTRIRSUIPS (NOR PARfICIPAT11G) (NOVI
7)
638098 00
HAYDIS T TILLOTSON - 1OLLO181 RIRA
175,000 00
ME I TILLOTSON ROLLOVS1 RID
405,9v 00
JOUN I TILLOT301 IRA (Charles Sehwabj
372,000 00
TOTAL ASSETS
Sava]
Does not include Liberty Bank Credit Liae,
RM WAVE INDSMORRIS (NOTE 4)
00
AUTO LOAN
37,892 00
rRIDIT CARD8 VISA
tt-
�000 00
TOTAL LIABILITTIS
2.3a)562 00
tiles X14122ftz
go? WORTH
Page I
EO d TP-29 GGe t7TL
icfM -IIJNO 1 DdNa31N I eF- t7 T
f.766T/ZT/TT
IT# EOOJ Wd8T 10 V6—zl—ll TZE9 S68 VIL
/96=a
1091 9 AID RAY281 V TIL&O730t
STATININT OF NKT CASH MORE
October 13, 1994
CRITIA
00
COLOVILL BANKER BROKER GOINISSION
00
11TSISST IIGDKR
RRT IN RSTAIR INCON1 (LIA381181T)
(MOTS 4AJ
WRS RICRIVARS (IOTI 6)
PIRTIBRSHII DISYR13UTIONS (AOTI 8)
TOTAL INCOWS
PRO304AL REAL RSTATX PAYX8NTS (VOTE
4) 6,675 00/mo
80 094 00
11SURANCR PRIKIUXS (MOTS 91
5,108 00
PlOPIRTY ?AXIS
ADTO LOAM ( 1990 HIRCIDIS
CREDIT CANS - VISA
00
faTAL 11PINSIS
----- -
1%512 00
MRT CASH INCONJ
6U4727 00
;:W.Ux9rx*Kaz
Page 2
-
L
20 d TZM9 S68 tT�j
id3G -lUN0liUNN3JNI 6Z t7T
j
t766T/ET/TT
TT# VOOd Yid8l TO V6-31-TI TZE9 968 VIL
/96-a
JOHI I M Ifflas I Tmorsol
NOTIS YO FISAICIAl ST&TINFITS I
Oetdar 13, 1994
NOTI 1
Ml if BAKK A
----- - ----
CALIFORNIA 109HOUSIRG io,124 00
J & H TMOTS01, LIFET118 TRUST 12100 00
?ILLOTSOl LIVIRG TIUST & KOHY KARKRT 00
CALIFORM[A MQ11PHRIT WERPRISIS MOM
CHATIVE OICOI COMM GROUP, INC 49 00
fILLOTSON 10,736 00
MAL cAsa IZ�,337 00
Psge 3
t7o ci TF.29 sGe t7TL icBCI -1UNO I IIJNN3iN I GE t7l t7GST/ET/TT
IT# Good wdqT To V6-31-11 IZE9 969 VIL /96-H
JODI I IND HATD11 V TILLOTSON
NO18% TO MAICIAL STURIBITS
October 13, 1994
NOTS 2
HARR OF DBITOR
DILAYARE 11, dbi 311SAS del NAR - CONDO CONVIRSIDI
BIACIFRONT RIAL ISIATI DIVRIOPKINT
U V TILLOYS01 for SUPIRVIS01 CANPAIGN
GILBIRf - 2od Trust Oted
JACK TILLOTSON
BALAICI RUB
25(r,000 00
4000,00
TOTAL IOTS RRCRIVAILB
.... ... . ..... .
I
STOCKS ARI DOW
BIACHFIONT RIAL RSTATS ORVILOPM11T
Do
roLDvoLL MISR TOVI CIRTSR
5q,
.0000 00
ADCOM
AM9811
CRRATIYB DICOR CORCEPTS GROUP
AMA
INTIRIMONAL SUPPORt SIRVICS1
yoc 00
MAL STOCKS Ago 80909
00
Pap 4
TE29 sGe tTL
IcEM -1UN0 I iUMMN I GE t7T t766T/ET/TT
I T# good Wd8i TO V6—ZT—TT TZE9 968 VIL /96—H
IOTE 4A
J011 I AID JAYDBI q rivarsof
UOTIS TO 111ARCUL, 511TWITS
Oetober 13, 1994
OT111 RIAL ISMS 11COMI
Iff RIAL ESTATE LIASIS (Sal 1011 4)
mus DIL RAN IMANAOSHBOT FIBS)
PERT D1VL I I 11M PROM1113 IGNT FIRS
TOTAL OTHU HAL ISTUR 11CON1 aad MANAUMIT FSIS
HOT8 5
HVIMBITS 11 AUTOMOAMS
IQRO HuG808311990 HIRCIDIS
TOTAL 11VISHRITS IN AUTOKOBILIS
Boys 6
MIS RECEIVABLE 110OM&
G11.89RT Znd TruBt Dead 1 125 OO/xQ p I
BRIBAS PHt RAR PAYOFF GORDO COURISIO8 LOAS
TOM NOTE RICUMLO fKC091
90 d Tzzg s6e t;,TL
MoS34 00
15,000 00
00
116a,834 00
2 xcx;
I qjomo
7� coo 00
Page 5 A
z
ic13CI -11JNO I IUN�BiN 1 02 VT t766T/ET/TT
11/12/1994 14 30 INTERNATIONAL DEPT
?14 895 6321 p 0?
I
:z-c dactmusm
00 girl
wipolf
00,4001m
00molif
00 000,io�
Do 0001ts
00 0001m
00 utlit
t
L
R=96/
9 ned
ILI
IAV
161101131WHOR) SaIES'SaIlRyd lVaol
. -- .. . .. . .......... .
(0111valoilm-101) SifflivaRavi
t661 Iti joploo
HUMUS iYURY111 01 S9101
101101111 16 11CAVI CRY I Igor
IY11YAV1 M
sills IMBS
XYHYATH M
Sills J09vHS
Dvd 1 HVIOVIV3
S1111 11011sufawyl 8SOXISIR 1XV1
111HOU SIVIA311401d ASIAIM
101YH SONIN
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11-12-94 01 18PM POO? #11
11:4 good vqJ81 To v6—ZT—TT 1329 968 VIL
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1019 1 A90 RAYD11 9 M1,0801
10713 10 MAMA STATMENTS
October 13, 1994
11, A CA LRY0 PARTHIRS91P PAYOFF Initial IftleptMent 117,000 00
MAL PARTUARSHIP DISTRIBUTIOU 137,1000.00
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90HO 6 VALUABLES (IMA)
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TOTAL 10SURAM PR891IMS
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51108 00
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